Common use of Condominium Clause in Contracts

Condominium. (a) Bethesda Borrower has a 100% aggregate percentage interest in the common elements of the Condominium. The Condominium Units owned by Bethesda Borrower are the only Condominium Units in the Condominium. (b) Each Condominium Document is in full force and effect and constitutes the binding obligation of Bethesda Borrower and, to Bethesda Borrower’s knowledge, each other party thereto. (c) Except as expressly set forth in the Exception Report, Bethesda Borrower has not consented to any amendment or modification (oral or written) of any of the Condominium Documents, nor, to Bethesda Borrower’s knowledge, does any such amendment or modification (oral or written) of any of the Condominium Documents exist. (d) No events exist that, now or after the passage of time, or both, would constitute a default by Borrower under any of the Condominium Documents (unless such default would not cause or reasonably be expected to result in a Material Adverse Effect). In addition, to Bethesda Borrower’s knowledge, no events exist that, now or after the passage of time, or both, would constitute a default by any Person other than Bethesda Borrower under any of the Condominium Documents (unless such default would not cause or reasonably be expected to result in a Material Adverse Effect). (e) Except as set forth in the Exception Report, there are no sums that are due and payable by Bethesda Borrower under any of the Condominium Documents to either the Condominium Association, which sums remain unpaid. In addition, except as set forth in the Exception Report, to Bethesda Borrower’s knowledge, there are no sums due and payable by the Condominium Association under any of the Condominium Documents to Bethesda Borrower, which sums remain unpaid. (f) To Bethesda Borrower’s knowledge, there are no currently outstanding special assessments under the Condominium Documents, and, to Bethesda Borrower’s knowledge, none are presently contemplated. (g) To Bethesda Borrower’s knowledge, there are no anticipated capital improvements or repairs presently being undertaken to the common elements or any other property of the Condominium and, to Bethesda Borrower’s knowledge, the Condominium Association does not presently contemplate undertaking any such capital improvements or repairs. (h) As of the date hereof, no board of directors of the Condominium Association has ever been formed, notwithstanding the requirement to form such a board under the Condominium Documents. Accordingly, there are no duly appointed or acting members of the board of directors of the Condominium Association, Bethesda Borrower has not taken, consented to or supported any action to establish or populate such a board, and no conditional resignation letters have been delivered in connection therewith. (i) To Bethesda Borrower’s knowledge, the Condominium Association has not incurred any debts and has not encumbered the common elements or any other property of the Condominium. (j) Except as set forth on the Exception Report, the Condominium Association has not entered into any management or maintenance agreements with respect to the common elements or any other property of the Condominium. (k) No disputes between Bethesda Borrower and the Condominium Association, and, to Bethesda Borrower’s knowledge, no dispute between Bethesda Borrower and the Condominium Association have been submitted to the board of directors of the Condominium Association or any other Person for resolution in accordance with the provisions of the Condominium Documents. (l) The Condominium Association does not have any purchase, lease or other options or rights of first refusal with respect to the applicable Property pursuant to the Condominium Documents or otherwise.

Condominium. (Borrower represents and warrants that: a) Bethesda Borrower ▇▇▇▇▇▇▇▇ has a 100% aggregate percentage interest in the common elements delivered to Lender true, correct and complete copies of each of the Condominium. The Condominium Units owned by Bethesda Borrower Documents and there are the only no amendments of or modifications to any Condominium Units Documents except as disclosed in the Condominium.writing to Lender; (b) Each the Condominium Document is Documents are in full force and effect effect; c) the Condominium Documents do not prohibit the granting of the lien of the Security Instrument; d) all charges, fees, assessments and constitutes reserves under the binding obligation Condominium Documents (whether annual, monthly, regular, special or otherwise) that are payable by Borrower have been paid to the extent they are due and payable as of Bethesda the date hereof; e) there is no existing default or breach of any covenant or condition on the part of Borrower andor, to Bethesda Borrower’s knowledge, each any other party thereto. (c) Except as expressly set forth Person under any Condominium Document to the extent such default or breach would individually or in the Exception Report, Bethesda Borrower has not consented aggregate have a Material Adverse Effect; f) to any amendment or modification (oral or written) of any of the Condominium Documents, nor, to Bethesda Borrower▇▇▇▇▇▇▇▇’s knowledge, does neither the Condominium Board nor any such amendment other party to a Condominium Document has any defense, set-off or modification (oral counterclaim against Borrower or written) of all or any portion of the Condominium Documents exist.Property; (dg) No events no conditions exist that, now or after notice or the passage of time, or both, would constitute a default an Event of Default (as defined in the Condominium Documents) by Borrower under any of the Condominium Documents (unless such default would not cause or reasonably be expected to result in a Material Adverse Effect). In additionDocuments, and, to Bethesda Borrower’s knowledge, no events exist that, now or after notice or the passage of time, or both, would constitute a default an Event of Default (as defined in the Condominium Documents) by any Person other than Bethesda Borrower under any of the Condominium Documents (unless such default would not cause or reasonably be expected to result in a Material Adverse Effect).Documents; (eh) Except as set forth in the Exception Report, there are Borrower has no sums that are due and payable by Bethesda Borrower under knowledge of any of the Condominium Documents to either the Condominium Association, which sums remain unpaid. In addition, except as set forth in the Exception Report, to Bethesda Borrower’s knowledge, there are no sums due and payable by the Condominium Association under any of the Condominium Documents to Bethesda Borrower, which sums remain unpaid. (f) To Bethesda Borrower’s knowledge, there are no currently outstanding special assessments or pending assessments which have been called for in writing to which Borrower would be subject under the Condominium Documents, and, to Bethesda Borrower’s knowledge, none are presently contemplated.; (gi) To Bethesda Borrower’s knowledge, there are no anticipated capital improvements or repairs presently being undertaken to all of the common elements or any other property members of the Condominium and, to Bethesda Borrower’s knowledge, the Condominium Association does not presently contemplate undertaking any such capital improvements or repairs. (h) As Board are listed on Schedule VIII attached hereto together with current contact information for each of the date hereof, no board of directors same. Borrower has the right to appoint three (3) of the five (5) Condominium Association has ever been formed, notwithstanding the requirement to form such a board under the Condominium Documents. Accordingly, there are no duly appointed or acting Board members of the board of directors of the Condominium Association, Bethesda Borrower has not taken, consented to or supported any action to establish or populate such a board, and no conditional resignation letters have been delivered in connection therewith. (i) To Bethesda Borrower’s knowledge, the Condominium Association has not incurred any debts and has not encumbered the common elements or any other property of the Condominium. (j) Except as set forth on the Exception Report, the Condominium Association has not entered into any management or maintenance agreements with respect to the common elements or any other property of the Condominium. (k) No disputes between Bethesda Borrower and the Condominium Association, and, to Bethesda Borrower’s knowledge, no dispute between Bethesda Borrower and the Condominium Association have been submitted to the board of directors of the Condominium Association or any other Person for resolution in accordance with the provisions of the Condominium Documents. (l) The Condominium Association does not have any purchase, lease or other options or rights of first refusal with respect to the applicable Property pursuant to the Condominium Documents and each such person(s) appointed by ▇▇▇▇▇▇▇▇ is identified on Schedule VIII attached hereto; j) the lien of the Condominium Board for assessments and interest thereon, if any, is subject to the Security Instrument and to the title to the Property obtained as a result of foreclosure or otherwiseconveyance in lieu of foreclosure as provided in the Condominium Documents; k) Unit 1 and Unit 9 (as defined in the Condominium Documents) (A) is a separate parcel of real property from Units 2 through 8 and Unit 10, (B) is not owned by ▇▇▇▇▇▇▇▇, and (C) has been assigned a separate tax lot number by the taxing authority; l) there are no regularly scheduled common charges, fees, assessments or other similar amounts due or payable by Borrower under the Condominium Documents; and m) there is no suit, action, proceeding or audit pending or threatened against or affecting Borrower or the Property under the Condominium Documents at law or in equity or before or by any court, administrative agency, or other Governmental Authority which brings into question that the validity of the Condominium or the Condominium Documents or which, if determined adversely against Borrower, would reasonably be likely to result in any Material Adverse Effect.

Condominium. (a) Bethesda Borrower has a 100% aggregate percentage interest in the common elements of the Condominium. The Condominium Units owned by Bethesda Borrower and each “Residential Unit” (as defined in the Declaration) are the only Condominium Units in the Condominium. (b) Each Condominium Document is in full force and effect and constitutes the binding obligation of Bethesda Borrower and, to Bethesda Borrower’s knowledge, each other party thereto. (c) Except as expressly set forth in the Exception Report, Bethesda Borrower has not consented to any amendment or modification (oral or written) of any of the Condominium Documents, nor, to Bethesda Borrower’s knowledge, does any such amendment or modification (oral or written) of any of the Condominium Documents exist. (d) No events exist that, now or after the passage of time, or both, would constitute a default by Borrower under any of the Condominium Documents (unless such default would not cause or reasonably be expected to result in a Material Adverse Effect). In addition, to Bethesda Borrower’s knowledge, no events exist that, now or after the passage of time, or both, would constitute a default by any Person other than Bethesda Borrower under any of the Condominium Documents (unless such default would not cause or reasonably be expected to result in a Material Adverse Effect). (e) Except as set forth in the Exception Report, there are no sums that are currently due and payable by Bethesda Borrower under any of the Condominium Documents to either the Condominium AssociationAssociation or the owners of the Condominium Units other than the Condominium Unit owned by Borrower, which sums remain unpaid. In addition, except as set forth in the Exception Report, to Bethesda Borrower’s knowledge, there are no sums due and payable by the Condominium Association or the owners of the Condominium Units other than the Condominium Unit owned by Borrower under any of the Condominium Documents to Bethesda Borrowereither Borrower or to the Condominium Association, which sums remain unpaid. (f) To Bethesda Borrower’s knowledge, there are no currently outstanding special assessments under the Condominium Documents, and, to Bethesda Borrower’s knowledge, none are presently contemplated. (g) To Bethesda Borrower’s knowledge, there are no anticipated capital improvements or repairs presently being undertaken to the common elements or any other property of the Condominium and, to Bethesda Borrower’s knowledge, the Condominium Association does not presently contemplate undertaking any such capital improvements or repairs. (h) As of the date hereof, no board of directors of the Condominium Association has ever been formed, notwithstanding the requirement to form such a board under the Condominium Documents. Accordingly, there are no duly appointed or acting members of the board of directors of “Executive Board” (as defined in the Condominium AssociationDeclaration) appointed by Borrower are Stephane de Baets, Bethesda Borrower has not taken, consented to or supported any action to establish or populate such a board, ▇▇▇▇ ▇▇ and no conditional resignation letters have been delivered in connection therewith▇▇▇▇▇ ▇▇▇▇▇▇▇. (i) To Bethesda Borrower’s knowledge, the Condominium Association has not incurred any debts and has not encumbered the common elements or any other property of the Condominium. (j) Except as set forth on the Exception Report, the Condominium Association has not entered into any management or maintenance agreements with respect to the common elements or any other property of the Condominium. (k) No Borrower has not received written notice of or initiated, and to Borrower’s knowledge there are no, disputes between Bethesda Borrower and the owners of the Condominium Units other than the Condominium Unit owned by Borrower and/or the Condominium Association, and, to Bethesda Borrower’s knowledge, no dispute between Bethesda the owners of the Condominium Units other than the Condominium Unit owned by Borrower and the Condominium Association have been submitted to the board of directors of the Condominium Association or any other Person for resolution in accordance with the provisions of the Condominium Documents. (l) The To Borrower’s knowledge, there are no actions, whether voluntary or otherwise, pending against the owners of the Condominium Units other than the Condominium Unit owned by Borrower or the Condominium Association does not pursuant to the bankruptcy or insolvency laws of the United States or any state thereof, and none has been threatened. (m) Neither the Condominium Association nor the owners of the Condominium Units other than the Condominium Unit owned by Borrower have any purchase, lease or other options or rights of first refusal with respect to the applicable Property pursuant to the Condominium Documents or otherwise.

Condominium. (a) Bethesda Borrower has a 10012.5492% aggregate percentage interest in the common elements General Common Elements of the Condominium. Borrower has a proportionate interest in the Retail Common Elements, the Retail Limited Common Elements, the Commercial Limited Common Elements and the Commercial Common Elements as specified in the Condominium Documents. The remaining 87.4508% aggregate percentage interest in the General Common Elements of the Condominium is owned as specified on Schedule I. The Borrower Unit and the Units owned by Bethesda Borrower the other parties described in this paragraph (a) are the only Condominium Units in the Condominium. (b) Each Condominium Document is in full force and effect and constitutes the binding obligation of Bethesda Borrower and, to Bethesda Borrower’s 's knowledge, each other party thereto. (c) Except as expressly set forth in the Exception ReportReport or which has previously been delivered to Lender, Bethesda Borrower has not consented to any amendment or modification (oral or written) of any of the Condominium Documents, nor, to Bethesda Borrower’s 's knowledge, does any such amendment or modification (oral or written) of any of the Condominium Documents exist. (d) No events exist thatwhich, now or after the passage of time, or both, would constitute a default by Borrower under any of the Condominium Documents (unless such default would not cause or reasonably be expected to result in a Material Adverse Effect). In addition, to Bethesda Borrower’s 's knowledge, no events exist thatwhich, now or after the passage of time, or both, would constitute a default by any Person party other than Bethesda Borrower under any of the Condominium Documents (unless such default would not cause or reasonably be expected to result in a Material Adverse Effect). (e) Except as set forth in the Exception Report, there are no sums that which are due and payable by Bethesda Borrower under any of the Condominium Documents to either the Condominium AssociationAssociation or the owners of the Units other than the Borrower Unit, which sums remain unpaid. In addition, except as set forth in the Exception Report, to Bethesda Borrower’s 's knowledge, there are no sums due and payable by the Condominium Association or the owners of the Units other than the Borrower Unit and other than the residential Units under any of the Condominium Documents to Bethesda Borrower, which sums remain unpaid. (f) The current budgeted annual Common Charges for the Borrower Unit are $1,830,580. (g) To Bethesda Borrower’s 's knowledge, there are no currently outstanding special assessments under the Condominium Documents, and, to Bethesda Borrower’s 's knowledge, none are presently contemplated. (g) To Bethesda Borrower’s knowledge, there are no anticipated capital improvements or repairs presently being undertaken to the common elements or any other property of the Condominium and, to Bethesda Borrower’s knowledge, the Condominium Association does not presently contemplate undertaking any such capital improvements or repairs. (h) As of the date hereof, no board of directors of the Condominium Association has ever been formed, notwithstanding the requirement to form such a board under the Condominium Documents. Accordingly, there are no duly appointed or acting sole members of the board of directors of the Condominium AssociationAssociation are ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Bethesda Borrower has not takenwho was appointed by Borrower, consented to or supported any action to establish or populate such a board▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇, who were appointed by the Office Unit Owners, and no conditional resignation letters have been delivered in connection therewith▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, who represents the Residential Unit Owners. As of the date hereof, the Commercial Board is comprised of the Retail Board and the Office Board. (i) To Bethesda Borrower’s 's knowledge, the Condominium Association has not incurred any debts and has not encumbered the common elements Common Elements or any other property of the Condominium; provided, however, that the Units other than the Borrower Units and the Common Elements appurtenant thereto may be encumbered by separate mortgage debt. (j) Except as set forth on the Exception Report, the Condominium Association has not entered into any management or maintenance agreements with respect to the common elements or any other property of the Condominium. (k) No disputes between Bethesda Borrower and the Condominium owners of the Units other than the Borrower Unit and/or the Association, and, to Bethesda Borrower’s 's knowledge, no dispute between Bethesda the owners of the Units other than the Borrower Unit and the Condominium Association have been submitted to the board of directors of the Condominium Association or any other Person for resolution in accordance with the provisions of the Condominium DocumentsDeclaration. (k) To Borrower's knowledge, there are no actions, whether voluntary or otherwise, pending against the owners of the Units other than the residential Units and other than the Borrower Unit or the Association pursuant to the bankruptcy or insolvency laws of the United States or any state thereof, and none has been threatened. (l) The Condominium Neither the Association does not nor the owners of the Units other than the Borrower Unit have any purchase, lease or other options or rights of first refusal with respect to the applicable Property pursuant to the Condominium Documents or otherwise.

Condominium. (a) Bethesda To (i) not amend or supplement the Condominium Documents without Agent’s prior approval, such approval not to be unreasonably withheld (Borrower and Agent hereby acknowledging and confirming that (x) subject to clause (y) of this parenthetical clause, Agent has a 100% aggregate percentage interest approved the Condominium Declaration and the Condominium By-Laws substantially in the common elements form attached as Exhibit E to the Operating Agreement, as the same is to be amended in accordance with the First Amendment) and (y) Agent’s approval, not to be unreasonably withheld, shall be required with respect to all portions of the Condominium. The Condominium Units owned by Bethesda Borrower are Declaration and Condominium By-Laws not yet finalized and therefore not contained in said amended Exhibit E (e.g., Exhibits C, D and G of the only Condominium Units Declaration), (ii) cause the Condominium Documents to comply with all applicable Legal Requirements, (iii) cause the Condominium Documents to be filed in the Condominiumappropriate public offices and the condominium thereunder to be validly created on or prior to the achievement of Core and Shell Completion and (vi) from and after the date that the condominium is created, diligently enforce (and use diligent efforts to cause the condominium association to enforce) the second sentence of Section 1 of Article IX of the Condominium Declaration. (b) Each Condominium Document is in full force and effect and constitutes Without the binding obligation prior consent of Bethesda Agent, neither Borrower and, nor any Member shall abandon or change its plan for submission of the Mortgaged Property to Bethesda Borrower’s knowledge, each other party theretothe condominium form of ownership. (c) Except as expressly Agent shall, on Borrower’s request, and provided no Noticed Default or Event of Default shall then exist, subordinate the lien of the Building Loan Mortgage to the liens in favor of the condominium for common charges set forth in the Exception ReportCondominium Declaration pursuant to the Condominium Subordination Agreement, Bethesda upon the satisfaction of the conditions enumerated below: (i) the NYTC Units Redemption shall have occurred in accordance with Section 7.46(a) hereof; (ii) the Title Insurance Policy insuring the Building Loan Mortgage shall have been endorsed to provide affirmative insurance in the form of Exhibit N attached hereto, to the effect that the Mortgaged Property constitutes a condominium validly created under the Condominium Act, Agent shall have received an assurance letter from the Title Companies in the form of Exhibit O hereto and Agent shall have received an endorsement to the existing title policy to the effect that the spreading of the Building Loan Mortgage and the Project Loan Mortgage referred to below shall not effect the validity or priority of such Mortgages; (iii) Borrower has not consented shall have duly executed and delivered, or caused to any amendment or modification be duly executed and delivered, to Agent (oral or writtena) a conditional assignment of Borrower’s rights under the Condominium Documents in the form of Exhibit P hereto and (b) a conditional resignation of each of the Managers (as defined in the Condominium Declaration) of any the condominium association in the form of Exhibit Q hereto; (iv) Agent shall have received an opinion from counsel reasonably satisfactory to Agent which shall include opinions to the effect that (A) the Condominium Documents satisfy all applicable requirements of Governmental Authorities and have been duly executed and delivered and are enforceable against and by the Borrower, (B) all Legal Requirements relating to the formation of the condominium have been duly satisfied and, assuming the recording of the Condominium Declaration and the subordination of the Building Loan Mortgage and Project Loan Mortgage to the Condominium Declaration pursuant to the Condominium Subordination Agreement, the condominium has been duly and validly created and is existing in full force and effect, (C) the assignment referred to in clause (iii) of this subsection has been duly authorized, executed and delivered by Borrower and is enforceable against Borrower and (D) the resignations referred to in clause (iii) of this subsection are enforceable against said parties in accordance with their respective terms; (v) the condominium which shall be created by the Condominium Documents, nortogether with Borrower, shall have furnished to Bethesda BorrowerAgent, at no cost or expense to Agent, a blanket insurance policy complying with the applicable requirements contained in the Building Loan Mortgage; (vi) the condominium association shall have (A) collaterally assigned its rights to Leases of rooftop and lobby spaces and agreed to deposit all Rents therefrom (to the extent of FC Member’s knowledge, does any such amendment or modification (oral or writteninterest therein) of any into one of the Condominium Documents existCollection Accounts and (B) collaterally assigned the rights to excess casualty proceeds (to the extent of FC Member’s interest therein) to Agent for the benefit of Agent and Lenders, in each case pursuant to an agreement in form and substance reasonably satisfactory to Agent and Agent shall have received an opinion of counsel reasonably satisfactory to Agent as to the due authorization, execution and delivery and enforceability of such agreements and such other customary matters with respect thereto as Agent may reasonably require; (vii) the Building Loan Mortgage shall have been spread to cover the Severance Subleases to which FC Member is a party and the Ground Lease shall be released from the lien thereof; (viii) the Lease Assignment (as defined in the Ground Lease) shall have been duly executed and delivered; (ix) Agent shall have received such other documents (including, without limitation, a title continuation), certificates, instruments, opinions or assurances as Agent may reasonably request; and (x) Borrower shall have paid all reasonable out of pocket costs and expenses incurred by Agent in connection with the foregoing (including reasonable attorneys’ fees and disbursements). (d) No events exist that, now or after the passage Borrower shall give Agent not less than ten (10) Business Days notice of time, or both, would constitute a default by Borrower under any meeting of the Condominium Documents (unless condominium board and shall cause Agent or any representative thereof to be permitted to attend any such default would not meeting. Upon reasonable notice by Agent, Borrower shall cause Agent or reasonably any representative thereof to be expected permitted to result in a Material Adverse Effect). In addition, to Bethesda Borrower’s knowledge, no events exist that, now or after inspect the passage of time, or both, would constitute a default by any Person other than Bethesda Borrower under any books and records of the Condominium Documents Board of Managers and the FC Board of Managers (unless as each such default would not cause or reasonably be expected to result term is defined in a Material Adverse Effect). (e) Except as set forth in the Exception Report, there are no sums that are due and payable by Bethesda Borrower under any of the Condominium Documents to either the Condominium Association, which sums remain unpaid. In addition, except as set forth in the Exception Report, to Bethesda Borrower’s knowledge, there are no sums due and payable by the Condominium Association under any of the Condominium Documents to Bethesda Borrower, which sums remain unpaid. (f) To Bethesda Borrower’s knowledge, there are no currently outstanding special assessments under the Condominium Documents, and, to Bethesda Borrower’s knowledge, none are presently contemplated). (g) To Bethesda Borrower’s knowledge, there are no anticipated capital improvements or repairs presently being undertaken to the common elements or any other property of the Condominium and, to Bethesda Borrower’s knowledge, the Condominium Association does not presently contemplate undertaking any such capital improvements or repairs. (h) As of the date hereof, no board of directors of the Condominium Association has ever been formed, notwithstanding the requirement to form such a board under the Condominium Documents. Accordingly, there are no duly appointed or acting members of the board of directors of the Condominium Association, Bethesda Borrower has not taken, consented to or supported any action to establish or populate such a board, and no conditional resignation letters have been delivered in connection therewith. (i) To Bethesda Borrower’s knowledge, the Condominium Association has not incurred any debts and has not encumbered the common elements or any other property of the Condominium. (j) Except as set forth on the Exception Report, the Condominium Association has not entered into any management or maintenance agreements with respect to the common elements or any other property of the Condominium. (k) No disputes between Bethesda Borrower and the Condominium Association, and, to Bethesda Borrower’s knowledge, no dispute between Bethesda Borrower and the Condominium Association have been submitted to the board of directors of the Condominium Association or any other Person for resolution in accordance with the provisions of the Condominium Documents. (l) The Condominium Association does not have any purchase, lease or other options or rights of first refusal with respect to the applicable Property pursuant to the Condominium Documents or otherwise.

Condominium. (a) Bethesda As it relates to the Condominium created pursuant to the Declaration (Master), Borrower has a 10055.2278% aggregate percentage interest in the common elements Common Elements of the CondominiumCondominium and the remaining 44.7722% aggregate percentage interest in the Common Elements is owned entirely by the Sub-Units. The Condominium Units owned by Bethesda Borrower and the Residential Master Unit are the only Condominium Units in the CondominiumCondominium created pursuant to the Declaration (Master). (b) As it relates to the Condominium created pursuant to the Declaration (Hotel-Residential), Borrower has a 61.2195% aggregate percentage interest in the Common Elements of the Condominium and the remaining 38.7805% aggregate percentage interest in the Common Elements is owned entirely by the owners of the Sub-Units. The Condominium Unit owned by Borrower and the Sub-Units are the only Condominium Units in the Condominium created pursuant to the Declaration (Hotel-Residential). (c) Each Condominium Document is in full force and effect in all material respects and constitutes the binding obligation of Bethesda Borrower and, to Bethesda Borrower’s 's knowledge, each other party thereto. (cd) Except as expressly set forth in the Exception Report, Bethesda Borrower has not consented to any amendment or modification (oral or written) of any of the Condominium Documents, nor, to Bethesda Borrower’s 's knowledge, does any such amendment or modification (oral or written) of any of the Condominium Documents exist. (de) No To Borrower's knowledge, no events exist that, now or after the passage of time, or both, would constitute a default by Borrower under any of the Condominium Documents (unless such default would not cause or reasonably be expected to result in a Material Adverse Effect). In addition, to Bethesda Borrower’s 's knowledge, no events exist that, now or after the passage of time, or both, would constitute a default by any Person other than Bethesda Borrower under any of the Condominium Documents (unless such default would not cause or reasonably be expected to result in a Material Adverse Effect). (ef) Except as set forth in the Exception Report, there are no sums that are due and payable by Bethesda Borrower under any of the Condominium Documents to either the Condominium AssociationAssociations or the owners of the Condominium Units other than the Condominium Units owned by Borrower, which sums remain unpaid. In addition, except as set forth in the Exception Report, to Bethesda Borrower’s 's knowledge, there are no sums due and payable by the Condominium Association Associations or the owners of the Condominium Units other than the Condominium Units owned by Borrower under any of the Condominium Documents to Bethesda Borrowereither Borrower or to the Condominium Associations, which sums remain unpaid. (fg) As of the date hereof, the assessments assessed against the Property under the Condominium Documents equal $84,545.87 for the Condominium created pursuant to the Declaration (Master) and $5,698.51 for the Hotel Master Unit pursuant to the Declaration (Hotel-Residential), payable monthly in equal amounts. (h) To Bethesda Borrower’s 's knowledge, there are no currently outstanding special assessments under the Condominium Documents, and, to Bethesda Borrower’s 's knowledge, none are presently contemplated. (gi) To Bethesda Borrower’s 's knowledge, there are no anticipated capital improvements or repairs presently being undertaken to the common elements Common Elements or any other property of the Condominium Condominiums and, to Bethesda Borrower’s 's knowledge, the Condominium Association does Associations do not presently contemplate undertaking any such capital improvements or repairsrepairs except as required by the PIP referenced in the Exception Report. (hj) As of the date hereofClosing Date, no board of directors of the Condominium Association has ever been formed, notwithstanding the requirement to form such a board under the Condominium Documents. Accordingly, there are no duly appointed or acting sole members of the board of directors of Block 21 Master Condominium Community, Inc. (i.e., Association created pursuant to the Condominium AssociationDeclaration (Master)) are ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Bethesda Borrower has not taken▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, consented to or supported any action to establish or populate such a boardIII and ▇▇▇▇▇▇ ▇▇▇▇, and no conditional resignation letters have been delivered in connection therewithall of whom were appointed by Borrower. (k) As of the Closing Date, the sole members of the board of directors of Block 21 Condominium Community, Inc. (i.e., Association created pursuant to the Declaration (Hotel-Residential)) are (i) ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, III and ▇▇▇▇▇▇ ▇▇▇▇, all of whom were appointed by Borrower and (ii) ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ Land, who were appointed by the owners of the Sub-Units. (l) To Bethesda Borrower’s 's knowledge, the Condominium Association has Associations have not incurred any debts and has not encumbered the common elements Common Elements or any other property of the CondominiumCondominiums. (jm) Except as set forth on the Exception Report, the Condominium Association has Associations have not entered into any management or maintenance agreements with respect to the common elements Common Elements or any other property of the Condominium. (kn) No disputes between Bethesda Borrower and the owners of the Condominium AssociationUnits other than the Condominium Units owned by Borrower and/or the Condominium Associations that could result in a Material Adverse Effect, and, to Bethesda Borrower’s 's knowledge, no dispute between Bethesda the owners of the Condominium Units other than the Condominium Units owned by Borrower and the Condominium Association Associations, which could result in a Material Adverse Effect, have been submitted to the board of directors of the Condominium Association Associations or any other Person for resolution in accordance with the provisions of the Condominium Documents. (lo) The To Borrower's knowledge, there are no actions, whether voluntary or otherwise, pending against the owners of the Condominium Association does not Units other than the Condominium Units owned by Borrower or the Condominium Associations pursuant to the bankruptcy or insolvency laws of the United States or any state thereof, and none has been threatened. (p) Neither the Condominium Associations nor the owners of the Condominium Units other than the Condominium Units owned by Borrower have any purchase, lease or other options or rights of first refusal with respect to the applicable Property pursuant to the Condominium Documents or otherwise.

Condominium. (a) Bethesda To (i) not amend or supplement the Condominium Documents without Agent’s prior approval, such approval not to be unreasonably withheld (Borrower and Agent hereby acknowledging and confirming that (x) subject to clause (y) of this parenthetical clause, Agent has a 100% aggregate percentage interest approved the Condominium Declaration and the Condominium By-Laws substantially in the common elements form attached as Exhibit E to the Operating Agreement, as the same is to be amended in accordance with the First Amendment) and (y) Agent’s approval, not to be unreasonably withheld, shall be required with respect to all portions of the Condominium. The Condominium Units owned by Bethesda Borrower are Declaration and Condominium By-Laws not yet finalized and therefore not contained in said amended Exhibit E (e.g., Exhibits C, D and G of the only Condominium Units Declaration), (ii) cause the Condominium Documents to comply with all applicable Legal Requirements, (iii) cause the Condominium Documents to be filed in the Condominiumappropriate public offices and the condominium thereunder to be validly created on or prior to the achievement of Core and Shell Completion and (vi) from and after the date that the condominium is created, diligently enforce (and use diligent efforts to cause the condominium association to enforce) the second sentence of Section 1 of Article IX of the Condominium Declaration. (b) Each Condominium Document is in full force and effect and constitutes Without the binding obligation prior consent of Bethesda Agent, neither Borrower and, nor any Member shall abandon or change its plan for submission of the Mortgaged Property to Bethesda Borrower’s knowledge, each other party theretothe condominium form of ownership. (c) Except as expressly Agent shall, on Borrower’s request, and provided no Noticed Default or Event of Default shall then exist, subordinate the lien of the Project Loan Mortgage to the liens in favor of the condominium for common charges set forth in the Exception ReportCondominium Declaration pursuant to the Condominium Subordination Agreement, Bethesda upon the satisfaction of the conditions enumerated below: (i) the NYTC Units Redemption shall have occurred in accordance with Section 7.46(a) hereof; (ii) the Title Insurance Policy insuring the Project Loan Mortgage shall have been endorsed to provide affirmative insurance in the form of Exhibit N attached hereto, to the effect that the Mortgaged Property constitutes a condominium validly created under the Condominium Act, Agent shall have received an assurance letter from the Title Companies in the form of Exhibit O hereto and Agent shall have received an endorsement to the existing title policy to the effect that the spreading of the Project Loan Mortgage and the Building Loan Mortgage referred to below shall not effect the validity or priority of such Mortgages; (iii) Borrower has not consented shall have duly executed and delivered, or caused to any amendment or modification be duly executed and delivered, to Agent (oral or writtena) a conditional assignment of Borrower’s rights under the Condominium Documents in the form of Exhibit P hereto and (b) a conditional resignation of each of the Managers (as defined in the Condominium Declaration) of any the condominium association in the form of Exhibit Q hereto; (iv) Agent shall have received an opinion from counsel reasonably satisfactory to Agent which shall include opinions to the effect that (A) the Condominium Documents satisfy all applicable requirements of Governmental Authorities and have been duly executed and delivered and are enforceable against and by the Borrower, (B) all Legal Requirements relating to the formation of the condominium have been duly satisfied and, assuming the recording of the Condominium Declaration and the subordination of the Project Loan Mortgage and Building Loan Mortgage to the Condominium Declaration pursuant to the Condominium Subordination Agreement, the condominium has been duly and validly created and is existing in full force and effect, (C) the assignment referred to in clause (iii) of this subsection has been duly authorized, executed and delivered by Borrower and is enforceable against Borrower and (D) the resignations referred to in clause (iii) of this subsection are enforceable against said parties in accordance with their respective terms; (v) the condominium which shall be created by the Condominium Documents, nortogether with Borrower, shall have furnished to Bethesda BorrowerAgent, at no cost or expense to Agent, a blanket insurance policy complying with the applicable requirements contained in the Project Loan Mortgage; (vi) the condominium association shall have (A) collaterally assigned its rights to Leases of rooftop and lobby spaces and agreed to deposit all Rents therefrom (to the extent of FC Member’s knowledge, does any such amendment or modification (oral or writteninterest therein) of any into one of the Condominium Documents existCollection Accounts and (B) collaterally assigned the rights to excess casualty proceeds (to the extent of FC Member’s interest therein) to Agent for the benefit of Agent and Lenders, in each case pursuant to an agreement in form and substance reasonably satisfactory to Agent and Agent shall have received an opinion of counsel reasonably satisfactory to Agent as to the due authorization, execution and delivery and enforceability of such agreements and such other customary matters with respect thereto as Agent may reasonably require; (vii) the Project Loan Mortgage shall have been spread to cover the Severance Subleases to which FC Member is a party and the Ground Lease shall be released from the lien thereof; (viii) the Lease Assignment (as defined in the Ground Lease) shall have been duly executed and delivered; (ix) Agent shall have received such other documents (including, without limitation, a title continuation), certificates, instruments, opinions or assurances as Agent may reasonably request; and (x) Borrower shall have paid all reasonable out of pocket costs and expenses incurred by Agent in connection with the foregoing (including reasonable attorneys’ fees and disbursements). (d) No events exist that, now or after the passage Borrower shall give Agent not less than ten (10) Business Days notice of time, or both, would constitute a default by Borrower under any meeting of the Condominium Documents (unless condominium board and shall cause Agent or any representative thereof to be permitted to attend any such default would not meeting. Upon reasonable notice by Agent, Borrower shall cause Agent or reasonably any representative thereof to be expected permitted to result in a Material Adverse Effect). In addition, to Bethesda Borrower’s knowledge, no events exist that, now or after inspect the passage of time, or both, would constitute a default by any Person other than Bethesda Borrower under any books and records of the Condominium Documents Board of Managers and the FC Board of Managers (unless as each such default would not cause or reasonably be expected to result term is defined in a Material Adverse Effect). (e) Except as set forth in the Exception Report, there are no sums that are due and payable by Bethesda Borrower under any of the Condominium Documents to either the Condominium Association, which sums remain unpaid. In addition, except as set forth in the Exception Report, to Bethesda Borrower’s knowledge, there are no sums due and payable by the Condominium Association under any of the Condominium Documents to Bethesda Borrower, which sums remain unpaid. (f) To Bethesda Borrower’s knowledge, there are no currently outstanding special assessments under the Condominium Documents, and, to Bethesda Borrower’s knowledge, none are presently contemplated). (g) To Bethesda Borrower’s knowledge, there are no anticipated capital improvements or repairs presently being undertaken to the common elements or any other property of the Condominium and, to Bethesda Borrower’s knowledge, the Condominium Association does not presently contemplate undertaking any such capital improvements or repairs. (h) As of the date hereof, no board of directors of the Condominium Association has ever been formed, notwithstanding the requirement to form such a board under the Condominium Documents. Accordingly, there are no duly appointed or acting members of the board of directors of the Condominium Association, Bethesda Borrower has not taken, consented to or supported any action to establish or populate such a board, and no conditional resignation letters have been delivered in connection therewith. (i) To Bethesda Borrower’s knowledge, the Condominium Association has not incurred any debts and has not encumbered the common elements or any other property of the Condominium. (j) Except as set forth on the Exception Report, the Condominium Association has not entered into any management or maintenance agreements with respect to the common elements or any other property of the Condominium. (k) No disputes between Bethesda Borrower and the Condominium Association, and, to Bethesda Borrower’s knowledge, no dispute between Bethesda Borrower and the Condominium Association have been submitted to the board of directors of the Condominium Association or any other Person for resolution in accordance with the provisions of the Condominium Documents. (l) The Condominium Association does not have any purchase, lease or other options or rights of first refusal with respect to the applicable Property pursuant to the Condominium Documents or otherwise.

Condominium. (a) Bethesda As it relates to the Condominium created pursuant to the Declaration (Master), Borrower has a 10055.2278% aggregate percentage interest in the common elements Common Elements of the CondominiumCondominium and the remaining 44.7722% aggregate percentage interest in the Common Elements is owned entirely by the Sub-Units. The Condominium Units owned by Bethesda Borrower and the Residential Master Unit are the only Condominium Units in the CondominiumCondominium created pursuant to the Declaration (Master). (b) As it relates to the Condominium created pursuant to the Declaration (Hotel-Residential), Borrower has a 61.2195% aggregate percentage interest in the Common Elements of the Condominium and the remaining 38.7805% aggregate percentage interest in the Common Elements is owned entirely by the owners of the Sub-Units. The Condominium Unit owned by Borrower and the Sub-Units are the only Condominium Units in the Condominium created pursuant to the Declaration (Hotel-Residential). (c) Each Condominium Document is in full force and effect in all material respects and constitutes the binding obligation of Bethesda Borrower and, to Bethesda Borrower’s 's knowledge, each other party thereto. (cd) Except as expressly set forth in the Exception Report, Bethesda Borrower has not consented to any amendment or modification (oral or written) of any of the Condominium Documents, nor, to Bethesda Borrower’s 's knowledge, does any such amendment or modification (oral or written) of any of the Condominium Documents exist. (de) No To Borrower's knowledge, no events exist that, now or after the passage of time, or both, would constitute a default by Borrower under any of the Condominium Documents (unless such default would not cause or reasonably be expected to result in a Material Adverse Effect). In addition, to Bethesda Borrower’s 's knowledge, no events exist that, now or after the passage of time, or both, would constitute a default by any Person other than Bethesda Borrower under any of the Condominium Documents (unless such default would not cause or reasonably be expected to result in a Material Adverse Effect). (ef) Except as set forth in the Exception Report, there are no sums that are due and payable by Bethesda Borrower under any of the Condominium Documents to either the Condominium AssociationAssociations or the owners of the Condominium Units other than the Condominium Units owned by Borrower, which sums remain unpaid. In addition, except as set forth in the Exception Report, to Bethesda Borrower’s 's knowledge, there are no sums due and payable by the Condominium Association Associations or the owners of the Condominium Units other than the Condominium Units owned by Borrower under any of the Condominium Documents to Bethesda Borrowereither Borrower or to the Condominium Associations, which sums remain unpaid. (fg) As of the date hereof, the assessments assessed against the Property under the Condominium Documents equal $84,545.87 for the Condominium created pursuant to the Declaration (Master) and $5,698.51 for the Hotel Master Unit pursuant to the Declaration (Hotel-Residential), payable monthly in equal amounts. 49125-481/Block 21 (TX) (h) To Bethesda Borrower’s 's knowledge, there are no currently outstanding special assessments under the Condominium Documents, and, to Bethesda Borrower’s 's knowledge, none are presently contemplated. (gi) To Bethesda Borrower’s 's knowledge, there are no anticipated capital improvements or repairs presently being undertaken to the common elements Common Elements or any other property of the Condominium Condominiums and, to Bethesda Borrower’s 's knowledge, the Condominium Association does Associations do not presently contemplate undertaking any such capital improvements or repairsrepairs except as required by the PIP referenced in the Exception Report. (hj) As of the date hereofClosing Date, no board of directors of the Condominium Association has ever been formed, notwithstanding the requirement to form such a board under the Condominium Documents. Accordingly, there are no duly appointed or acting sole members of the board of directors of Block 21 Master Condominium Community, Inc. (i.e., Association created pursuant to the Condominium AssociationDeclaration (Master)) are ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Bethesda Borrower has not taken▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, consented to or supported any action to establish or populate such a boardIII and ▇▇▇▇▇▇ ▇▇▇▇, and no conditional resignation letters have been delivered in connection therewithall of whom were appointed by Borrower. (k) As of the Closing Date, the sole members of the board of directors of Block 21 Condominium Community, Inc. (i.e., Association created pursuant to the Declaration (Hotel-Residential)) are (i) ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, III and ▇▇▇▇▇▇ ▇▇▇▇, all of whom were appointed by Borrower and (ii) ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ Land, who were appointed by the owners of the Sub-Units. (l) To Bethesda Borrower’s 's knowledge, the Condominium Association has Associations have not incurred any debts and has not encumbered the common elements Common Elements or any other property of the CondominiumCondominiums. (jm) Except as set forth on the Exception Report, the Condominium Association has Associations have not entered into any management or maintenance agreements with respect to the common elements Common Elements or any other property of the Condominium. (kn) No disputes between Bethesda Borrower and the owners of the Condominium AssociationUnits other than the Condominium Units owned by Borrower and/or the Condominium Associations that could result in a Material Adverse Effect, and, to Bethesda Borrower’s 's knowledge, no dispute between Bethesda the owners of the Condominium Units other than the Condominium Units owned by Borrower and the Condominium Association Associations, which could result in a Material Adverse Effect, have been submitted to the board of directors of the Condominium Association Associations or any other Person for resolution in accordance with the provisions of the Condominium Documents. (lo) The To Borrower's knowledge, there are no actions, whether voluntary or otherwise, pending against the owners of the Condominium Association does not Units other than the Condominium Units owned by Borrower or the Condominium Associations pursuant to the bankruptcy or insolvency laws of the United States or any state thereof, and none has been threatened. (p) Neither the Condominium Associations nor the owners of the Condominium Units other than the Condominium Units owned by Borrower have any purchase, lease or other options or rights of first refusal with respect to the applicable Property pursuant to the Condominium Documents or otherwise.