Common use of Condominium Clause in Contracts

Condominium. (a) Borrower shall promptly and faithfully make all payments required under, and promptly and faithfully observe and perform all other terms, covenants and conditions on the part of Borrower to be observed 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, (B) related, in any material respect, to the condominium characteristics of ownership of the Unit, to the ownership rights of Borrower in and 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 as possible, and forthwith upon receipt furnish to 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 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 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 of 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 which by its terms requires the 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. 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 promptly fully and faithfully make observe, keep and perform, in all payments required undermaterial respects, each and promptly every material requirement, condition, covenant, agreement and faithfully observe provisions under the Texas Condominium Act and perform all other terms, covenants and conditions the Condominium Documents on the part of Borrower to be observed observed, kept 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, (B) related, in any material respect, to the condominium characteristics of ownership of the Unit, to the ownership rights of Borrower in and 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) performed. Borrower shall pay in respect promptly deliver to Lender a copy 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 as possible, and forthwith upon receipt furnish to 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 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 received by Borrower representing the Unit and/or with respect 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 any obligation 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 of the following matters upon which Borrower, as an “owner” under the provisions of the Condominium Documents, would Documents 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 which by its terms requires the consent of Lender and any removal of the Condominium from the provisions of the Texas 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. From and after the consummation of a Condominium Conversion, Borrower shall comply with each of the following: (a) Borrower shall promptly 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 receipts for all such payments; (b) Borrower shall not, unless directed otherwise in writing by Lender, without first obtaining Lender’s prior written consent, not to be unreasonably withheld, (i) vote for, consent to or permit to occur any modification of, or amendment to, 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; (ii) 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 or Borrower is obligated to apply Loss Proceeds toward the repayment of the Loan pursuant to Section 5.16(d); (iii) partition or subdivide any Condominium Units, or combine any Condominium Unit with another Condominium Unit; (iv) consent to the termination of the Condominium; or (v) vote in favor of the imposition of special assessments for capital improvements pursuant to the Condominium Documents unless such capital improvements are otherwise permissible or approved hereunder. (c) Borrower shall fully and faithfully make observe, keep and perform, in all payments required undermaterial respects, each and promptly every material requirement, condition, covenant, agreement and faithfully observe provisions under the Condominium Act and perform all other terms, covenants and conditions the Condominium Documents on the part of Borrower to be observed observed, kept 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, (B) related, in any material respect, to the condominium characteristics of ownership of the Unit, to the ownership rights of Borrower in and 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) performed. Borrower shall pay in respect promptly deliver to Lender a copy 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 as possible, and forthwith upon receipt furnish to 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 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 received by Borrower representing the Unit and/or with respect 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 any obligation 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 of the following matters upon which Borrower, as an “owner” under the provisions of the Condominium Documents, would Documents 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 which by its terms requires the 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 shall promptly and faithfully make all payments required under, and promptly and faithfully observe and perform all other terms, covenants and conditions on 39.01 Tenant acknowledges that the part of Borrower to be observed 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 Unit constitutes a portion of the Condominium and that, notwithstanding anything to the contrary, this Lease and Tenant’s rights hereunder are subject and subordinate to the Declaration, By-Laws and Rules and Regulations of Atlantic Terminal Condominium, as presently constituted and as constituted and amended from time to time; and (iv) all other documents (A) creating the Unit, (B) related, in any material respect, to the condominium characteristics of ownership of the Unit, to the ownership rights of Borrower in and to the Unit or to the relationship among owners of units time in the Condominiumfuture (said Declaration, or governing the UnitBy-Laws and Rules and Regulations, as presently constituted and as constituted and amended from time to time in the same may be amended (collectivelyfuture, are hereinafter referred to as the “Condominium Documents”). (b) Borrower , and Tenant shall pay in respect comply with all of the Unit on or before the expiration of any applicable grace or cure period all common expenses, charges terms and assessments, special or general, and other items for the payment of which Borrower is or may hereafter be responsible under the terms provisions of the Condominium Documents (collectively, “Condominium Charges”). (c) Lender shall have relating to the right, at reasonable times use and upon reasonable notice, to inspect the records occupancy of the Condominium as provided in the Condominium Documents until such time as the Indebtedness is paid in full. (d) Borrower will Premises and shall not take all commercially reasonable action to obtain as promptly as possible, and forthwith upon receipt furnish to 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 given to Borrower in respect of the observance of the Condominium Documentsaction, or fail to take any action, which would cause Landlord to be in default under 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 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 Board 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 of the following matters upon which Borrower, as an “owner” under the provisions Managers of the Condominium Documentsis herein referred to as the “Board of Managers”, would “Condominium Board”, or might be authorized to votethe “Board.” In the event that there is more than one board of managers, any such vote without such consent being void and then the terms “Board of no effect: (i) any subdivision Managers”, “Condominium Board”, or the “Board” shall mean one or more boards of the Unit not otherwise permitted by the Declaration which would result in a partition of all or a part of the Property subject managers as applicable to the Declaration or have a material adverse effect on (A) circumstances. To 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 extent 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 Board is responsible under the Condominium Documents which by its terms requires the consent of Lender and any removal to provide utilities or service to or repairs of the Condominium from the provisions of Premises or any appurtenance thereto, or to take any other action which the Condominium Act; (iv) subject Board is required to the obligations of the Borrower take under the Condominium Documents, Landlord shall use its diligent good faith efforts to cause the creation ofCondominium Board to comply with the same, but Landlord shall have no obligation to provide the same or any change in, any private restrictive covenant, zoning ordinance, or other public or private restrictions, now or hereafter limiting or defining liability for the uses which may be made failure of the Condominium or Board to provide the same. If any part thereof; or (v) any relocation 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 boundaries 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 Units 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 Unitability 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). Borrower shall not, and shall not cause the Condominium to take any action inconsistent Provided that Tenant complies with the terms and conditions provisions of this AgreementLease, Landlord will comply in all material respects with the Security Instrument or any other Loan Document which would have a material adverse effect on Condominium Documents (A) but solely to the value extent related to Tenant’s use and occupancy of the PropertyPremises), (B) except to the business operations or financial condition of Borrower, or (C) the ability of Borrower extent delegated to repay the principal and interest on the Loan as it becomes dueTenant under this Lease.

Condominium. (a) Borrower Borrowers and Operating Lessee shall promptly and faithfully make all payments required under, and promptly and faithfully observe and perform all other terms, covenants and conditions on the part of Borrower to be observed and performed under (i) pay, or cause to be paid, on or before the Declarationdue date for same all Common Charges payable on account of the Residential Units and the Hotel and other sums payable by either Borrower and Operating Lessee to the Condominium Association; (ii) the by-laws promptly perform and observe all of the Condominiummaterial 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) the rules and regulations promulgated promptly notify Administrative Agent of any material default by the Condominium Board or other executive body Condominium Association under any Condominium Document of which either becomes actually aware; (iv) promptly deliver to 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 from time to timeDocuments) received by either Borrower or Operating Lessee under any Condominium Document; and (ivv) promptly enforce the performance and observance of all other documents (A) creating of the Unit, (B) related, in any material respect, covenants required to be performed and observed by the Condominium Board or Condominium Association under each Condominium Document to the condominium characteristics extent that the failure to do so would have a Material Adverse Effect or cause a breach of ownership of the Unit, to the ownership rights of Borrower in and 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”)any Marriott Agreement. (b) Borrower Neither Borrowers nor Operating Lessee shall, and shall pay in respect not vote to, without the prior consent of Administrative Agent, (i) reduce or consent to the reduction of the Unit on or before the expiration 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 grace Condominium Documents; or cure period all common expenses(vii) to the extent either Borrower or Operating Lessee has such rights under the Condominium Documents and under law, charges and assessments, special to vote or general, and other items give consent to the expenditure of insurance proceeds or condemnation awards for the payment repair or restoration of which 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 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 may hereafter other obligations of Hotel Owner or Operating Lessee under any Marriott Agreement or the Condominium Documents, or adversely affect the rights of Administrative Agent under the 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 responsible under prohibited by the terms of the Condominium Documents (collectively, “Condominium Charges”)Documents. (cd) Lender Administrative Agent 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 as possible, and forthwith upon receipt furnish to the Lender, upon Lenderfullest extent of Borrowers’ and Operating Lessee’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 given to Borrower in respect of the observance of rights under the Condominium Documents, to examine the books of account of the condominium and to attend meetings of owners of units or the Condominium Board, but the foregoing shall not require Administrative Agent to examine said books of account or attend any of themsuch meetings. (e) In At any time, during the event that Lender (or its nominee) shall acquire title existence of a Default, Administrative Agent may give notice to the Unit through 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 of its rights and remedies or receive 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) ; it being understood and agreed to that such notice from Administrative Agent shall be solely entitled to remove any conclusive evidence that a Default shall have occurred and be continuing and the Condominium Board members appointed by Borrower representing the Unit and/or to designate replacement may rely on such notice from Administrative Agent without any further inquiry or substitute Condominium Board members representing the Unitinvestigation. (f) Borrower has delivered Prior to Lender appointing any member to the executed Proxy on the date hereofCondominium 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 an Event of a Default, Lender shall have the right Administrative Agent may, by notice to exercise the power Borrowers, tender any conditional resignation of attorney granted pursuant to the Proxy and exercise all rights, powers and remedies of Borrower as owner any member of the Unit pursuant Condominium Board now or hereafter delivered to Administrative Agent in connection with the Loan to the Condominium Documents. The rights granted Board, whereupon the resignation of any such member shall become effective and successor members to Lender under the Proxy Condominium Board shall automatically terminate upon the payment of the Loan in fullbe designated by Administrative Agent. (g) Without 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 prior written consent sale of Lender Residential Units (not if same are to be unreasonably withheld)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, Borrower shall not vote as to any of the following matters upon which Borrower, as an “owner” under the provisions material reports and material notices delivered by or on behalf of the Condominium Documents, would or might be authorized Association 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 BorrowerBorrowers, 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 if the Condominium and the disposition of any proceeds thereof relating Association is prohibited by law from doing so, shall deliver same to the Property; the manner in which any condemnation Administrative Agent promptly after receipt by either Borrower or threat of condemnation of all or a part of the its 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 which by its terms requires the 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 dueBoard members.

Condominium. With respect to the Condominium: (a) Borrower shall promptly The Condominium has been legally and faithfully make validly created pursuant to all payments required under, Legal Requirements and promptly and faithfully observe and perform all other terms, covenants and conditions on the part of Borrower to be observed and performed under (i) the Declaration; (ii) the by-laws of the Condominium; (iii) the rules and regulations promulgated by the Condominium Board Documents. To Condominium Borrower’s knowledge, the Condominium Documents are valid and enforceable and in 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 executive body party thereto. To Condominium Borrower’s knowledge, none of the Condominium from time Documents have been modified, amended or supplemented. Condominium Borrower has delivered to time; Lender a true, complete and (iv) all other documents (A) creating the Unit, (B) related, in any material respect, to the condominium characteristics correct copy of ownership each of the Unit, Condominium Documents. No consent under the Condominium Documents is required for Condominium Borrower to the ownership rights of Borrower in and to mortgage the Unit or to other than those that have been obtained as of the relationship among owners of units in the Condominium, or governing the Unit, as the same may be amended (collectively, the “Condominium Documents”)Closing Date. (b) To Condominium Borrower’s knowledge, all Assessments (if any) due and payable by Condominium 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 pursuant to the Condominium Documents as of the date hereof have been fully paid. There are currently no special, supplemental or otherwise extraordinary Assessments pending or, to Xxxxxxxx’s knowledge, proposed (collectivelyother than regular, “annual Assessments) by the Condominium Charges”)Board, and to Borrower’s knowledge, no working capital reserves have been established with respect to the Condominium. (c) Lender shall have Condominium Borrower is the right, at reasonable times owner of Unit 3 (as defined in the Condominium Documents) and upon reasonable notice, to inspect does not own any other unit of the records Condominium. Condominium Borrower’s percentage interest in the common elements of the Condominium as provided 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 until such time as the Indebtedness is paid in fullDocuments. (d) Borrower will take all commercially reasonable action to obtain as promptly as possible, and forthwith upon receipt furnish No party to the Lender, upon Lender’s request, Condominium Documents has a true and correct copy of: (i) each notice right of any meeting of first refusal or an option to purchase 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 given to Borrower in respect of the observance of the Condominium Documents, or any of themapplicable Individual Property. (e) In Condominium Borrower, and to Condominium Borrower’s knowledge, the event that Lender applicable Tenant or the Condominium Board currently maintains (or its nomineeshall cause to be maintained) shall acquire title insurance coverage with respect to all of the Unit through Common Elements which comprise a portion of, and are appurtenant to, the exercise of its rights and remedies under the Security Instrument or applicable Individual Property as required 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 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 of 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 which by its terms requires the 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 shall promptly and faithfully make all payments required under, and promptly and faithfully observe and perform all other terms, covenants and conditions on If the part of Borrower Lands are or hereafter become subject to be observed 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, (B) related, in any material respect, to the a condominium characteristics of ownership of the Unit, to the ownership rights of Borrower in and 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 as possible, and forthwith upon receipt furnish to 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 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 plan duly created pursuant to the provisions of the Condominium DocumentsProperty Act (Alberta) (which, Lender (or its nominee) shall be solely entitled as amended from time to remove time, together with any Condominium Board members appointed by Borrower representing legislation substituted therefor is herein collectively called "the Unit and/or to designate replacement or substitute Condominium Board members representing the Unit.Act"), then: (fa) Borrower has delivered the Mortgagor fully and absolutely assigns, transfers and sets over to Lender the executed Proxy on Mortgagee all of the date hereofMortgagor’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. Upon The Mortgagor will execute any documentation which in the occurrence and during sole opinion of the continuance of an Event of DefaultMortgagee is necessary or advisable to give full effect to the foregoing. Provided however, Lender shall have 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 exercise vote on any matter requiring a unanimous resolution. Provided further that the power Mortgagee may, by written notice to the Mortgagor, terminate all voting rights and privileges of attorney granted the Mortgagor;‌ (b) notwithstanding anything to the contrary herein contained: (i) the Mortgagor will observe and perform every covenant and provision required to be performed under or pursuant to the Proxy and exercise all rightsterms of this mortgage, powers and remedies of Borrower as owner the Act, the By laws of the Unit pursuant Condominium Corporation in effect from time to time, and under any agreement between the Mortgagor and the Condominium Corporation; and Form 7180 (Rev. 01/20) 5 (ii) 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 Documents. The rights granted to Lender under the Proxy shall automatically terminate upon the payment of the Loan in full.Corporation; and (gc) Without where the prior written consent of Lender (not Mortgagor defaults in the Mortgagor’s obligations to be unreasonably withheld), Borrower shall not vote as contribute to any of the following matters upon which Borrower, as an “owner” under the provisions of common expenses assessed or levied by the Condominium Documents, would Corporation or might be any 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 agent on (A) the value of the Property, (B) the business operations or financial condition of Borrowerits behalf, 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 assessment, instalment 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 payment owing to the Condominium Documents which Corporation, or upon breach of any covenant or provision contained in this section, then regardless of any other action or proceeding taken or to be taken by its terms requires the consent of Lender and any removal of the Condominium from Corporation, the provisions of Mortgagee, at its option and without notice to the Mortgagor may pay such contribution owing to the Condominium Act; (iv) subject to Corporation or rectify any such default or breach by 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.Mortgagor.‌‌

Condominium. Borrower covenants and agrees as follows: (a) Borrower shall promptly 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 receipts for all such payments; (b) Borrower shall not, unless directed otherwise in writing by Lender, without first obtaining Lender’s prior written consent, (1) 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; (2) 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; (3) partition or subdivide any Condominium Unit, or combine any Condominium Unit with another Condominium Unit; (4) consent to the termination of the Condominium; or (5) vote in favor of the imposition of special assessments for capital improvements pursuant to the Condominium Documents; and (c) Borrower shall fully and faithfully make observe, keep and perform, in all payments required undermaterial respects, each and promptly every material requirement, condition, covenant, agreement and faithfully observe provisions under the Condominium Act and perform all other terms, covenants and conditions the Condominium Documents on the part of Borrower to be observed observed, kept 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, (B) related, in any material respect, to the condominium characteristics of ownership of the Unit, to the ownership rights of Borrower in and 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) performed. Borrower shall pay in respect promptly deliver to Lender a copy 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 as possible, and forthwith upon receipt furnish to 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 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 received by Borrower representing the Unit and/or with respect 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 any obligation 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 of the following matters upon which Borrower, as an “owner” under the provisions of the Condominium Documents, would Documents 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 which by its terms requires the 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) Upon Lxxxxx’s written request, Condominium Borrower shall promptly and faithfully make provide Lender with copies of all payments required under, and promptly and faithfully observe and perform all other terms, covenants and conditions on the part of Borrower to be observed and performed under (i) the Declaration; (ii) the by-laws of the Condominium; (iii) the rules and regulations promulgated statements issued by the Condominium Board or other executive body of for Assessments (if any) pursuant to the Condominium from time Documents promptly after Condominium Borrower’s receipt thereof. Condominium Borrower shall pay prior to time; and (iv) delinquency all other documents (A) creating the Unit, (B) related, in any material respect, Assessments imposed pursuant to the condominium characteristics of ownership of Condominium Documents (if any) when the Unit, same become due and payable with respect to the ownership rights of Condominium Unit. Condominium Borrower in and will deliver to the Unit Lender, promptly upon Lxxxxx’s request, evidence reasonably satisfactory to Lender that such Assessments have been so paid 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”)are not then delinquent. (b) Condominium 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 generalshall, and other items for shall vote to cause the payment of which Condominium Members appointed by Condominium Borrower is to, observe and perform in all material respects each and every term to be observed or may hereafter be responsible under the terms of performed by them pursuant to the Condominium Documents (collectivelyto the extent the failure to observe and perform any of the foregoing could reasonably be expected to have an Individual Material Adverse Effect, “Condominium Charges”)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) Lender Condominium Borrower shall, and shall have vote to cause the rightCondominium Members appointed by Condominium Borrower to, at use commercially reasonable times efforts to enforce the performance and upon reasonable noticeobservance of all of the covenants and agreements (other than those of a de minimis nature) required to be performed and/or observed under the Condominium Documents, to inspect the records of extent Condominium Borrower or its Condominium Members has the Condominium as provided in the Condominium Documents until such time as the Indebtedness is paid in fulllegal 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 action actions as may be necessary from time to obtain as promptly as possibletime 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 forthwith upon receipt furnish shall not cause the Condominium Members appointed by Condominium Borrower to, vote to the Lender, upon Lender’s request, a true and correct copy of: (i) each notice of modify or amend any meeting of the association of owners terms or provisions of the Condominium; 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 minutes of any such meeting; 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 statement deemed approval provisions in the Condominium Documents with respect to any termination of financial condition 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 said associationthe 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 Lxxxxx’s other consent rights as specified in this Agreement, audited or otherwiseunless the following actions are required to effect a matter expressly required by Legal Requirements, furnished to or available to an owner; (iv) Condominium Borrower shall not, and shall not permit any statement showing the allocation of expenses and Condominium Members appointed by Condominium Borrower to, exercise any other assessments against the owners; (v) any statements issued material approval, consent or voting right to Borrower calling for payment of expenses other than the regular monthly maintenance statements; and (vi) any notice of default given to Borrower in respect of the observance of which it is entitled under the Condominium Documents, or any of themapproval, 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 Lxxxxx’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. (eh) In On the event that Lender (or its nominee) shall acquire title Closing Date with respect to the Unit through then-existing Condominium Members appointed by Condominium Borrower, and during the exercise term of its rights 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 Lxxxxx and remedies under submitted (at Lxxxxx’s option) upon the Security Instrument or occurrence and continuance of an Event of Default. Upon the occurrence and continuance of an Event of Default, Lxxxxx has the right remove any Condominium Member appointed by way of a deed in lieu thereofCondominium Borrower, then Borrower hereby acknowledges and agrees that, subject Lender shall have the right to designate the replacement for such Condominium Member. (i) Subject to the provisions of the Condominium DocumentsDocuments and applicable law, Lender (or its nominee) shall be solely entitled to remove any Condominium Board members appointed by Borrower 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 following the occurrence and during the continuance of an Event of Default, Lender shall have the right to exercise rights and privileges which Condominium Borrower has under the power of attorney granted pursuant to Condominium Documents as though Lender were in fact the Proxy and exercise all rights, powers and remedies of Borrower as owner of Condominium Borrower’s interest in the Unit pursuant Condominium Unit, which rights and privileges shall include, without limitation, all voting rights accruing to Condominium Borrower under the terms of the Condominium Documents. The Upon the occurrence and continuance of an Event of Default, Lender may vote in place of Condominium Borrower and may exercise any and all of said rights. Condominium Borrower hereby irrevocably appoints Lxxxxx as its attorney-in-fact, coupled with an interest, to vote as Condominium Borrower’s proxy and to act with respect to all of said rights granted so long as such Event of Default continues hereunder. Written notice from Lender to Lender under the Proxy Condominium Board shall automatically terminate upon be deemed conclusive as to the payment existence of the Loan in fullsuch Event of Default and as to Lxxxxx’s rights and privileges hereunder. (gj) Without the prior written consent of Lender (not to be unreasonably withheld), Condominium Borrower shall not vote as to any promptly notify Lender of 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 which by its terms requires the consent of Lender and any removal of the Condominium from the provisions of the Condominium Act; (iv) subject to the obligations of the Borrower except for normal annual increases under the Condominium Documents, any material adjustments made to the creation ofamount of Assessments levied by the Condominium Board due under the Condominium Documents, or (ii) the imposition of any change inadditional 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 normal annual increases under the Condominium Documents, any private restrictive covenant, zoning ordinanceadjustments 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. (m) Not more than once per year unless an Event of Default has occurred and is continuing, 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. Notwithstanding anything to the contrary set forth herein, it shall not be a Default or Event of Default under the Loan Documents to the extent there is a breach or other public default under the Condominium Documents if such breach or private restrictionsdefault is caused by the acts or omissions of Tenant, now 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 hereafter limiting or defining the uses which may default by Tenant would not be made reasonably likely to (and does not in fact) result in an Individual Material Adverse Effect, including without limitation, any termination 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 dueDocuments.

Condominium. (a) Borrower This Lease and all rights of Tenant hereunder are and shall promptly be subject and faithfully make subordinate in all payments required under, respects to any condominium declaration and promptly and faithfully observe and perform all other terms, covenants and conditions on the part of Borrower to be observed 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 any other documents (A) creating the Unit, (B) related, in any material respect, to the condominium characteristics of ownership of the Unit, to the ownership rights of Borrower in and 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 DocumentsDeclaration”). (b) Borrower which are or shall pay be recorded in respect order to convert the Land and the improvements erected thereon to a condominium form of ownership in accordance with the provisions of Article 9-B of the Unit on Real Property Law, or before any successor thereto, provided the expiration of Declaration does not include any applicable grace or cure period all common expenses, charges and assessments, special or general, and other items for the payment of terms 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 as possible, and forthwith upon receipt furnish to 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; increase Tenant’s monetary obligations, (ii) the minutes of any such meeting; increase Tenant's non-monetary obligations (other than to a de minimis extent), (iii) any statement of financial condition of said association, audited decrease Tenant’s rights (other than to a de minimis extent) or otherwise, furnished to or available to an owner; (iv) any statement showing the allocation of expenses and any other assessments against the owners; interfere (v) any statements issued to Borrower calling for payment of expenses other than to a de minimis extent) with Tenant’s use of the regular monthly maintenance statements; Premises for the Permitted Use, and provided further that (x) Tenant’s portion of floor 2 and the Mechanical Areas and the entirety of floors 3, 4, 5 and 7-18 of the Building shall comprise one (1) independent unit (or a unit together with appurtenant limited common elements, exclusive easement areas or similar rights) of which no portions of the Building other than such floors shall form a part (the “Sale Unit”), and (viy) any notice there shall be one single owner (or group of default given to Borrower owners acting as one, e.g. tenants in respect common) of the observance Sale Unit. If any such Declaration is to be recorded, Tenant, upon the request of the Condominium DocumentsLandlord, or any shall enter into an amendment of them. (e) In the event that Lender (or its nominee) shall acquire title this Lease reasonably acceptable to the Unit through the exercise of its rights Tenant confirming such subordination and remedies under the Security Instrument or by way of a deed modifying this Lease in lieu thereof, then Borrower hereby acknowledges and agrees that, subject to the provisions of the Condominium Documents, Lender (or its nominee) such respects as shall be solely entitled necessary to remove conform to such condominiumization, including, without limitation, appropriate adjustments to Tenant’s Share and Tenant’s Operating Share; provided, that such amendments do not include any Condominium Board members appointed by Borrower 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 of the following matters upon terms 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 Propertyincrease Tenant’s monetary obligations, (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 increase Tenant’s non-monetary obligations (other than to 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; de minimis extent), (iii) any amendment decrease Tenant’s rights (other than to the Condominium Documents which by its terms requires the consent of Lender and any removal of the Condominium from the provisions of the Condominium Act; a de minimis extent) or (iv) subject interfere with Tenant’s use of the Premises for the Permitted Use. Concurrently with the recordation of the Declaration, and as a condition 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 subordination of this AgreementLease thereto, Landlord shall obtain for Tenant in recordable form a subordination, non-disturbance and attornment agreement in 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 form attached hereto as it becomes dueExhibit WW.

Condominium. (a) Borrower shall promptly hereby covenants and faithfully make agrees with respect to the Condominium that: (i) 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 or (2) the amendment, modification or supplementation of any of the Condominium Documents, in each case, in any material respect which would have a Material Adverse Effect or materially and adversely affect Lender’s rights under the Condominium Documents; (ii) it will pay all payments required underassessments for common charges and expenses made against those condominium units then owned by it pursuant to the Condominium Documents prior to delinquency, and promptly and faithfully observe and perform other than assessments or common charges that are being contested in good faith pursuant to the Condominium Documents; (iii) it will comply in all other material respects with all of the terms, covenants and conditions on the its part of Borrower to be observed complied with, pursuant to the Condominium Documents and performed under 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; (iiv) it will take all commercially reasonable actions as may be necessary from time to time to preserve and maintain the Declaration; Condominium in accordance with the Condominium Law; (iiv) it will not, without the by-laws 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 (iiivi) the rules and regulations promulgated by the Condominium Board it will not, without Lender’s prior written consent, which shall not be unreasonably conditioned, withheld or other executive body of the Condominium from time delayed, exercise any right it may have to time; and (iv) all other documents vote for, (A) creating any additions or improvements to the UnitCommon Elements of the Condominium, except as such additions or improvements are completed in accordance hereof, (B) related, in any material respect, to the condominium characteristics of ownership borrowing on behalf of the Unit, to Condominium or (C) the ownership rights expenditure of Borrower any insurance proceeds or condemnation awards for the repair or restoration of the related Improvements other than in and 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”)accordance with Article VI hereof. (b) Borrower The provisions of Article VI hereof shall pay in respect apply to the entirety of the Unit on or before portion of the expiration 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 grace or cure period all common expenses, charges and assessments, special or general, and other items for law which grants to the payment of which Borrower is or may hereafter be responsible under the terms trustees of the Condominium Documents 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 (collectively, “Condominium Charges”)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 Indebtedness Debt is paid in full. (d) Upon written request from Lender, Borrower will take all use commercially reasonable action efforts to obtain as promptly as possible, and forthwith upon receipt furnish deliver to 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 given to Borrower in respect of the observance of the Condominium Documents, Documents or any of them. (e) In For the event that Lender (or its nominee) shall acquire title to the Unit through the exercise avoidance of its rights and remedies under the Security Instrument or by way of a deed in lieu thereofdoubt, then Borrower hereby acknowledges and agrees that, subject to the provisions of this Section 5.1.30 shall cease to be in full force and effect as to Condominium that constitutes a Release Parcel that is released from the Condominium Documents, Lender (or its nominee) shall be solely entitled to remove any Condominium Board members appointed by Borrower 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 Lien of the Unit Mortgage pursuant to the Condominium Documents. The rights granted to Lender under the Proxy shall automatically terminate upon the payment of the Loan to, and in full. (g) Without the prior written consent of Lender (not to be unreasonably withheld)accordance with, Borrower shall not vote as to any of 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 which by its terms requires the 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 dueSection 2.5.3.

Condominium. (a) Borrower shall promptly and faithfully make all payments required under69.01 Landlord hereby represents to Tenant, and promptly and faithfully observe and perform all other termsTenant acknowledges, covenants and conditions on that Landlord is contemplating the part of Borrower to be observed and performed under (i) the Declaration; (ii) the by-laws conversion 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, (B) related, in any material respect, Building to the condominium characteristics 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 the "Conversion Effective Date." 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 purposes separately from the balance of the Unit, to Building; the ownership rights balance of Borrower in and to the Unit or to the relationship among owners of units in the Condominium, or governing the Unit, as the same Building may be amended owned by one (collectively, 1) or more persons or entities other than Landlord; and that from and after the “Condominium Documents”). (b) Borrower Conversion Effective Date this lease and all of Tenant's rights and remedies hereunder shall pay be subject and subordinate 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 respects to the Condominium Documents (collectively, “Condominium Charges”). (cas hereinafter defined) 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 as possibleTenant, and forthwith upon receipt furnish to the Lenderall persons and entities claiming by, upon Lender’s requestthrough or under Tenant, 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 given to Borrower shall be bound in respect of the observance of all respects by the Condominium Documents, or except to the extent that the Condominium Documents increase any of them. (e) In the event that Lender (Tenant's obligations under this lease, or its nominee) shall acquire title to the Unit through the exercise reduce any of its Tenant's rights and or remedies under the Security Instrument or this lease, and provided such Condominium Documents have been approved by way of a deed in lieu thereofTenant, then Borrower hereby acknowledges which approval Tenant covenants and agrees thatshall not be unreasonably withheld, subject conditioned or delayed. For the purpose of this lease, "Condominium Documents" shall mean the declaration, by-laws and rules and regulations, as same may be from time to the provisions time amended or modified, of the Condominium. Tenant agrees to cooperate in good faith with Landlord in connection with such conversion, and promtply 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. Landlord shall reimburse Tenant for the reasonable attorneys' fees and disbursements actually paid to Tenant's outside counsel for reviewing the Condominium DocumentsDocuments and for reviewing and negotiating such lease amendment and other documents, Lender 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 (or in good faith) to Tenant for its nomineereview within the one (1) shall be solely entitled to remove any Condominium Board members appointed by Borrower 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 year period commencing on the date hereof. Upon of this lease, and $15,000.00, in the occurrence and during aggregate, if the continuance first 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 of the following matters upon which Borrowersuch documents are delivered after such one (1) year period, 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 Tenant hereby agreeing that all attorney's fees and of no effect: (i) any subdivision of the Unit not otherwise permitted disbursements incurred 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 Tenant in connection therewith; (iii) any amendment to with the Condominium Documents which by its terms requires the consent negotiation, drafting or execution 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 ofthis lease, or any change in, any private restrictive covenant, zoning ordinanceother contemporaneous agreements related to this lease, or other public or private restrictions, now or hereafter limiting or defining the uses which may be made Tenant's use of any portion 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 notBuilding, and shall not cause the Condominium to take any action inconsistent with the terms be so reimbursed. Landlord shall pay such fees and conditions of this Agreementdisbursements within thirty (30) days after it receives a demand therefor, 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 accompanied by an invoice and interest on the Loan as it becomes duedetailed billing report.

Condominium. Subject to Tenant’s receipt of a commercially reasonable subordination, non-disturbance and attornment agreement from the Condo Board (a) Borrower as hereinafter defined), this Lease and all rights of Tenant hereunder are and shall promptly be subject and faithfully make subordinate in all payments required under, respects to any condominium declaration and promptly and faithfully observe and perform all other terms, covenants and conditions on the part of Borrower to be observed 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 any other documents (A) creating the Unit, (B) related, in any material respect, to the condominium characteristics of ownership of the Unit, to the ownership rights of Borrower in and 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 DocumentsDeclaration”). (b) Borrower which are or shall pay be recorded in respect order to convert the Land and the improvements erected thereon to a condominium form of ownership in accordance with the provisions of Article 9-B 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 as possible, and forthwith upon receipt furnish to 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 given to Borrower in respect of the observance of the Condominium DocumentsReal 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 them. 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 condominiumization, including, without limitation, appropriate adjustments to Tenant’s Proportionate Share and appropriate reductions in the Operating Expenses for the Base Operating Period and the Base Tax; provided, that, such amendment shall not reduce Tenant’s rights or increase Tenant’s obligations under this Lease (e) In 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 Tenant’s actual reasonable out-of-pocket costs incurred in connection with such amendment. Notwithstanding the foregoing, in the event of any conversion of the Land and improvements erected thereon to a condominium form of ownership, wherever in this Lease Tenant is required to obtain Landlord’s consent or approval, Tenant acknowledges that Lender Landlord may be required to first obtain the consent or approval of the board of 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 its nominee) disapprove of the matter for which Tenant seeks approval, and the Condo Board shall acquire title to the Unit through the exercise of its rights and remedies under the Security Instrument refuse such consent or by way of a deed in lieu thereofapproval, then Borrower hereby acknowledges and agrees that, subject to the provisions of the Condominium Documents, Lender (or its nominee) Landlord shall be solely entitled released of any obligation to remove any Condominium Board members appointed by Borrower representing the Unit and/or to designate replacement grant its consent or substitute Condominium Board members representing the Unit. (f) Borrower has delivered to Lender the executed Proxy on the date hereof. Upon the occurrence approval of such matter, Tenant’s obligations under this Lease shall not be impaired and during the continuance of an Event of Default, Lender Landlord shall have the right no liability 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 of 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 Tenant in connection therewith; (iii) any amendment provided, Landlord shall use reasonable efforts in Landlord’s prudent business judgment to the Condominium Documents which by its terms requires the 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 Condo Board to take give or refuse its consent or approval (which shall in no event be construed to require Landlord to initiate 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 lawsuit or financial condition of Borrower, or (C) the ability of Borrower to repay the principal and interest on the Loan as it becomes dueexpend funds).

Condominium. (a) Borrower shall promptly Pursuant to a Declaration of Condominium (the "Declaration") covering the Building dated December 7, 1987 and faithfully make recorded April 26, 1988 on Reel 1394, Page 453 in the Office of the Register of the City of New York, the demised premises constitutes a portion of the Commercial Condominium Unit of the CitySpire Condominium (the "Condominium"), consisting of portions of the subcellar, cellar, ground floor and floors two (2) through twenty-four (24) of the condominium building known as 156 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx (xxe "Building") and of an interest in the common elements of the Building appurtenant to the Unit. Tenant acknowledges that its right to use and occupy the demised premises is subject and subordinate in all payments required under, respects to the provisions of the Declaration and promptly and faithfully observe and perform all other terms, covenants and conditions on the part of Borrower to be observed and performed under (i) the Declaration; (ii) the by-laws adopted by the Condominium (the "By-laws") and to such other rules and regulations as the Board of Managers may from time to time promulgate (the Condominium; (iii) "Condominium Rules and Regulations"), including without limitation, 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, (B) related, in any material respect, to the condominium characteristics of ownership of the Unit, to the ownership rights of Borrower in and to the Unit or to the relationship among owners of units in the Condominium, or governing the Unit, attached hereto as the same may be amended (collectively, the “Condominium Documents”).Schedule E. Landlord agrees to (b) Borrower shall pay in respect Tenant acknowledges that the remaining portion of the Building (other than the balance 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 than the payment of which Borrower Garage Condominium Unit) is or may hereafter be responsible under the terms used as a first-class, high-quality residential condominium. Tenant's use of the Condominium Documents (collectivelydemised premises shall, “Condominium Charges”)at all times, be in keeping with the residential nature of the Building and shall not cause any annoyance or disturbance to the residents thereof. (c) Lender shall have To the rightextent that the obligations set forth in this lease on the part of Landlord to be performed, at reasonable times including without limitation any obligations with respect to services and upon reasonable noticethe maintenance, to inspect the records repair and restoration of the Condominium as provided Building and Building systems, are, 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 as possible, and forthwith upon receipt furnish to 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 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 accordance with the provisions of the Condominium DocumentsDeclaration and By-laws, Lender (or its nominee) shall be solely entitled to remove any Condominium Board members appointed by Borrower 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 of 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 which by its terms requires the consent of Lender and any removal of the Condominium from the provisions of the Condominium Act; (iv) subject to fact the obligations of the Borrower under Condominium regime. Landlord shall not be responsible for the performance of any such obligations and Tenant agrees to look solely to the Condominium Documents, regime for the creation of, performance of such obligations. Landlord shall in no event be liable to Tenant nor shall the obligations of Tenant hereunder be impaired or the performance thereof excused because of any change in, any private restrictive covenant, zoning ordinance, failure or other public or private restrictions, now or hereafter limiting or defining the uses which may be made of delay on the Condominium or regime's part in performing such obligations. If however Landlord concurs with Tenant that there is a default in the performance of any part thereof; or (v) such obligation, Landlord shall make a reasonable effort to obtain compliance with any relocation of the boundaries of the Units that would adversely affect the Unit. Borrower shall not, and shall not cause such obligation by 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 dueregime.

Condominium. (a) Borrower shall promptly and faithfully make all payments required under, and promptly and faithfully observe and perform all other terms, covenants and conditions on If the part of Borrower Lands are or hereafter become subject to be observed 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, (B) related, in any material respect, to the a condominium characteristics of ownership of the Unit, to the ownership rights of Borrower in and 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 as possible, and forthwith upon receipt furnish to 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 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 plan duly created pursuant to the provisions of the Condominium DocumentsProperty Act of Alberta (which, Lender as amended from time to time, together with any legislation substituted therefor is herein collectively called "the Act"), then: the Mortgagor fully and absolutely 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 its nominee) shall be solely entitled otherwise howsoever. The Mortgagor will execute any documentation which in the sole opinion of the Mortgagee is necessary or advisable to remove any Condominium Board members appointed give full effect to the foregoing. Provided however, that if the Mortgagee is not present in person or by Borrower representing proxy, or, if present, does not wish to vote, then 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 Mortgagor may without further authority exercise all voting rights other than the right to exercise vote on any matter requiring a unanimous resolution. Provided further that the power Mortgagee may, by written notice to the Mortgagor, terminate all voting rights and privileges of attorney granted the Mortgagor; notwithstanding anything to the contrary herein contained: (i) the Mortgagor will observe and perform every covenant and provision required to be performed under or pursuant to the Proxy and exercise all rightsterms of this mortgage, powers and remedies of Borrower as owner the Act, the Bylaws of the Unit pursuant 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 Documents. The rights granted Corporation; and where the Mortgagor defaults in the Mortgagor's obligations to Lender under contribute to 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 of the following matters upon which Borrower, as an “owner” under the provisions of common expenses assessed or levied by the Condominium Documents, would Corporation or might be any 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 agent on (A) the value of the Property, (B) the business operations or financial condition of Borrowerits behalf, 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 assessment, instalment 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 payment owing to the Condominium Documents which Corporation, or upon breach of any covenant or provision contained in this section, then regardless of any other action or proceeding taken or to be taken by its terms requires the consent of Lender and any removal of the Condominium from Corporation, the provisions of Mortgagee, at its option and without notice to the Mortgagor may pay such contribution owing to the Condominium Act; (iv) subject to Corporation or rectify any such default or breach by 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 dueMortgagor.

Condominium. (a) Borrower shall promptly and faithfully make all payments required under, and promptly and faithfully observe and perform all other terms, covenants and conditions on the part of Borrower to be observed and performed under (i) the Declaration; (ii) the This Lease and all rights of Tenant hereunder are and shall be subject and subordinate in all respects to any past, present and future condominium declaration and any other documents, instruments, or agreements.” including, without limitation any 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 Unitlaws, (B) related, in any material respect, to the condominium characteristics of ownership of the Unit, to the ownership rights of Borrower in and to the Unit or to the relationship among owners of units in the Condominiumoffering plan(s), or governing the Unithouse rules, as the same may be amended from time to time (collectively, the “Condominium DocumentsDeclaration”). (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 as possible, and forthwith upon receipt furnish to 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 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) been and/or shall be solely entitled recorded or executed in connection therewith including those which were executed or prepared in order to remove any Condominium Board members appointed by Borrower representing convert 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 of 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 Land 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 improvements (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 which by its terms requires the 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 erected thereon to a condominium form of ownership in accordance with the provisions of Article 9-B of the boundaries 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 Units that would adversely affect 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 UnitOperating 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. Borrower Tenant shall not, comply with and shall not cause the Condominium breach or permit to take be breached 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 Propertyterms, covenants, conditions, or provisions of the Declaration. (ii) Landlord represents and warrants to Tenant that (i) to Landlord’s knowledge without additional inquiry, Landlord is not in default of its obligations as Unit Owner under the Declaration as of the Effective Date, (Bii) Landlord has taken all actions and received all consents under the business operations Declaration sufficient to permit Landlord to execute and deliver this Lease and perform Landlord’s obligations hereunder, and (iii) 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 financial condition modifications to the Declaration that would materially adversely affect Tenant’s use and occupancy of Borrowerthe Premises. Landlord hereby agrees that, to the extent required by the Declaration, Landlord shall promptly and diligently obtain any approvals or (C) consents required under the ability Declaration and necessary for Tenant’s construction of Borrower any Alterations in the Premises, from time to repay time, including the principal and interest on the Loan as it becomes dueTenant’s Initial Alteration Work.

Condominium. Borrower shall cause Mortgage Borrower to perform and 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 if fully set forth herein. (a) Borrower shall promptly has submitted or caused Mortgage Borrower an offering plan and faithfully make all payments required under, and promptly and faithfully observe and perform all other terms, covenants and conditions on the part of Borrower to be observed and performed under documents related thereto (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, (B) related, in any material respect, to the condominium characteristics of ownership of the Unit, to the ownership rights of Borrower in and to the Unit or to the relationship among owners of units in the Condominium, or governing the Unit, as the same may be amended from time to time, (collectively, the -70- “Condominium DocumentsOffering 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 shall pay in respect has submitted to Lender for its reasonable approval and Lender has approved the form of the Unit on or before the expiration contract of any applicable grace or cure period all common expenses, charges and assessments, special or general, and other items sale for the payment 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 which Borrower is or may hereafter be responsible under the terms of the Condominium Documents (collectively, “Condominium Charges”Units). (c) Lender Borrower shall have the right, at reasonable times and upon reasonable notice, to inspect the records of the Condominium as provided in cause the Condominium Documents until such time as the Indebtedness is paid to comply with all applicable Legal Requirements in fullall material respects. (d) Borrower will take shall comply and cause compliance with all commercially reasonable action to obtain as promptly as possible, Legal Requirements in all material respects in connection with the offering and forthwith upon receipt furnish to sale of Units and the Lender, upon Lender’s request, a true and correct copy of: (i) each notice grant of any meeting of parking licenses in 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 given to Borrower in respect of the observance of the Condominium Documents, or any of themParking Facility. (e) In the event that Lender Borrower shall cause Mortgage Borrower to cause any deposits in connection with any Contract to be held in an account maintained with “escrow agent” (or its nominee) shall acquire title to the Unit through the exercise of its rights and remedies as designated under the Security Instrument Offering Plan) (the “Escrow Agent”), or by way of a deed 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 lieu thereofthe applicable Contract, then Borrower hereby acknowledges and agrees that, subject to the provisions of 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 its nominee) 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 solely entitled used to remove any Condominium Board members appointed by Borrower representing pay for construction or other costs related to the Unit and/or to designate replacement or substitute Condominium Board members representing the UnitImprovements. (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 has delivered 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 executed Proxy on Mortgage Loan and/or the date hereof. Upon Mezzanine Loan in accordance with the occurrence and during the continuance provisions 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 Section 4.1.40(i)(iii) of the Unit pursuant to the Condominium Documents. The rights granted to Lender under the Proxy shall automatically terminate upon the payment Building Loan Agreement, commencing at subsection (F) of the Loan waterfall, in fullan 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 to be unreasonably withheld, conditioned or delayed), Borrower shall not vote as to permit Mortgage Borrower to: (i) amend, modify, supplement or terminate any of the following matters upon Condominium Documents other than an amendment, modification or supplement which Borrowermerely increases the price of any Unit or combines any two (2) Units into one (1) Unit, as an “owner” under but, in 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 provisions of Parking Facility except in compliance with the Condominium Documents, would or might be authorized to vote, Documents and all applicable Legal Requirements; (iii) enter into 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 Contract unless (A) the value sale price is payable in full by bank or certified check or wire transfer of the Propertyimmediately available funds at closing, (B) the business operations 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 financial condition of 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 ability 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 repay sell Units subject to the principal and interest on following conditions for so long as any portion of the Loan as it becomes due; remains outstanding: (iiA) 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 nature Unit to be sold will constitute one or more tax lots separate and amount 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 insurance covering all 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 part of date other than a Monthly Payment Date may be held by Lender as additional collateral for the Condominium Loan (and shall earn interest at the disposition of rate offered Lender) until the next succeeding Monthly Payment Date at which time such amounts held by Lender (plus 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 Propertyinterest earned thereon) shall be defended or settled and the disposition of any award or settlement applied in connection therewith; accordance with subsection (iiix) any amendment to the Condominium Documents which by its terms requires the 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, below and shall not cause 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 Condominium following order of priority; (A) first, to take the servicer of the Loan for any action inconsistent reasonable servicing and consulting fees due to the servicer as of such date; (B) second, in an amount needed to 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; (C) third, in an amount needed to pay Borrower all Lender approved Operating Expenses; (D) fourth, in an amount needed to pay the Exit Fee with respect to such sales; (E) fifth, to Lender, to be applied to any accrued and unpaid interest currently payable with respect to the terms Loan on such scheduled payment date; and (F) sixth, to Lender, to be applied to all remaining principal due under the Loan until the same is reduced to zero. Notwithstanding the foregoing, at any time that an Event of Default has occurred and conditions is continuing, Lender may apply sums then present in any of the 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 other 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 Security Instrument or any other Loan Document which would have a material adverse effect on (A) the value of the PropertyDocuments, (B) the business operations and at law or financial condition of Borrower, or (C) the ability of Borrower to repay the principal and interest on the Loan as it becomes duein equity.

Condominium. (a) Upon Xxxxxx’s written request, Condominium Borrower shall promptly and faithfully make provide Lender with copies of all payments required under, and promptly and faithfully observe and perform all other terms, covenants and conditions on the part of Borrower to be observed and performed under (i) the Declaration; (ii) the by-laws of the Condominium; (iii) the rules and regulations promulgated statements issued by the Condominium Board or other executive body of for Assessments (if any) pursuant to the Condominium from time Documents promptly after Condominium Borrower’s receipt thereof. Condominium Borrower shall pay prior to time; and (iv) delinquency all other documents (A) creating the Unit, (B) related, in any material respect, Assessments imposed pursuant to the condominium characteristics of ownership of Condominium Documents (if any) when the Unit, same become due and payable with respect to the ownership rights of Condominium Unit. Condominium Borrower in and will deliver to the Unit Lender, promptly upon Xxxxxx’s request, evidence reasonably satisfactory to Lender that such Assessments have been so paid 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”)are not then delinquent. (b) Condominium 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 generalshall, and other items for shall vote to cause the payment of which Condominium Members appointed by Condominium Borrower is to, observe and perform in all material respects each and every term to be observed or may hereafter be responsible under the terms of performed by them pursuant to the Condominium Documents (collectivelyto the extent the failure to observe and perform any of the foregoing could reasonably be expected to have an Individual Material Adverse Effect, “Condominium Charges”)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) Lender Condominium Borrower shall, and shall have vote to cause the rightCondominium Members appointed by Condominium Borrower to, at use commercially reasonable times efforts to enforce the performance and upon reasonable noticeobservance of all of the covenants and agreements (other than those of a de minimis nature) required to be performed and/or observed under the Condominium Documents, to inspect the records of extent Condominium Borrower or its Condominium Members has the Condominium as provided in the Condominium Documents until such time as the Indebtedness is paid in fulllegal 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 action actions as may be necessary from time to obtain as promptly as possibletime 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 forthwith upon receipt furnish shall not cause the Condominium Members appointed by Condominium Borrower to, vote to the Lender, upon Lender’s request, a true and correct copy of: (i) each notice of modify or amend any meeting of the association of owners terms or provisions of the Condominium; 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 minutes of any such meeting; 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 statement deemed approval provisions in the Condominium Documents with respect to any termination of financial condition 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 said associationthe 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 Xxxxxx’s other consent rights as specified in this Agreement, audited or otherwiseunless the following actions are required to effect a matter expressly required by Legal Requirements, furnished to or available to an owner; (iv) Condominium Borrower shall not, and shall not permit any statement showing the allocation of expenses and Condominium Members appointed by Condominium Borrower to, exercise any other assessments against the owners; (v) any statements issued material approval, consent or voting right to Borrower calling for payment of expenses other than the regular monthly maintenance statements; and (vi) any notice of default given to Borrower in respect of the observance of which it is entitled under the Condominium Documents, or any of themapproval, 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 Xxxxxx’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. (eh) In On the event that Lender (or its nominee) shall acquire title Closing Date with respect to the Unit through then-existing Condominium Members appointed by Condominium Borrower, and during the exercise term of its rights 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 Xxxxxx and remedies under submitted (at Xxxxxx’s option) upon the Security Instrument or occurrence and continuance of an Event of Default. Upon the occurrence and continuance of an Event of Default, Xxxxxx has the right remove any Condominium Member appointed by way of a deed in lieu thereofCondominium Borrower, then Borrower hereby acknowledges and agrees that, subject Lender shall have the right to designate the replacement for such Condominium Member. (i) Subject to the provisions of the Condominium DocumentsDocuments and applicable law, Lender (or its nominee) shall be solely entitled to remove any Condominium Board members appointed by Borrower 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 following the occurrence and during the continuance of an Event of Default, Lender shall have the right to exercise rights and privileges which Condominium Borrower has under the power of attorney granted pursuant to Condominium Documents as though Lender were in fact the Proxy and exercise all rights, powers and remedies of Borrower as owner of Condominium Borrower’s interest in the Unit pursuant Condominium Unit, which rights and privileges shall include, without limitation, all voting rights accruing to Condominium Borrower under the terms of the Condominium Documents. The Upon the occurrence and continuance of an Event of Default, Lender may vote in place of Condominium Borrower and may exercise any and all of said rights. Condominium Borrower hereby irrevocably appoints Xxxxxx as its attorney-in-fact, coupled with an interest, to vote as Condominium Borrower’s proxy and to act with respect to all of said rights granted so long as such Event of Default continues hereunder. Written notice from Lender to Lender under the Proxy Condominium Board shall automatically terminate upon be deemed conclusive as to the payment existence of the Loan in fullsuch Event of Default and as to Xxxxxx’s rights and privileges hereunder. (gj) Without the prior written consent of Lender (not to be unreasonably withheld), Condominium Borrower shall not vote as to any promptly notify Lender of 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 which by its terms requires the consent of Lender and any removal of the Condominium from the provisions of the Condominium Act; (iv) subject to the obligations of the Borrower except for normal annual increases under the Condominium Documents, any material adjustments made to the creation ofamount of Assessments levied by the Condominium Board due under the Condominium Documents, or (ii) the imposition of any change inadditional 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 normal annual increases under the Condominium Documents, any private restrictive covenant, zoning ordinanceadjustments 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. (m) Not more than once per year unless an Event of Default has occurred and is continuing, 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. Notwithstanding anything to the contrary set forth herein, it shall not be a Default or Event of Default under the Loan Documents to the extent there is a breach or other public default under the Condominium Documents if such breach or private restrictionsdefault is caused by the acts or omissions of Tenant, now 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 hereafter limiting or defining the uses which may default by Tenant would not be made reasonably likely to (and does not in fact) result in an Individual Material Adverse Effect, including without limitation, any termination 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 dueDocuments.

Condominium. With respect to the Condominium: (a) Borrower shall promptly The Condominium has been legally and faithfully make validly created pursuant to all payments required under, Legal Requirements and promptly and faithfully observe and perform all other terms, covenants and conditions on the part of Borrower to be observed and performed under (i) the Declaration; (ii) the by-laws of the Condominium; (iii) the rules and regulations promulgated by the Condominium Board Documents. To Condominium Borrower’s knowledge, the Condominium Documents are valid and enforceable and in 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 executive body party thereto. To Condominium Borrower’s knowledge, none of the Condominium from time Documents have been modified, amended or supplemented. Condominium Borrower has delivered to time; Lender a true, complete and (iv) all other documents (A) creating the Unit, (B) related, in any material respect, to the condominium characteristics correct copy of ownership each of the Unit, Condominium Documents. No consent under the Condominium Documents is required for Condominium Borrower to the ownership rights of Borrower in and to mortgage the Unit or to other than those that have been obtained as of the relationship among owners of units in the Condominium, or governing the Unit, as the same may be amended (collectively, the “Condominium Documents”)Closing Date. (b) To Condominium Borrower’s knowledge, all Assessments (if any) due and payable by Condominium 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 pursuant to the Condominium Documents as of the date hereof have been fully paid. There are currently no special, supplemental or otherwise extraordinary Assessments pending or, to Bxxxxxxx’s knowledge, proposed (collectivelyother than regular, “annual Assessments) by the Condominium Charges”)Board, and to Borrower’s knowledge, no working capital reserves have been established with respect to the Condominium. (c) Lender shall have Condominium Borrower is the right, at reasonable times owner of Unit 3 (as defined in the Condominium Documents) and upon reasonable notice, to inspect does not own any other unit of the records Condominium. Condominium Borrower’s percentage interest in the common elements of the Condominium as provided 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 until such time as the Indebtedness is paid in fullDocuments. (d) Borrower will take all commercially reasonable action to obtain as promptly as possible, and forthwith upon receipt furnish No party to the Lender, upon Lender’s request, Condominium Documents has a true and correct copy of: (i) each notice right of any meeting of first refusal or an option to purchase 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 given to Borrower in respect of the observance of the Condominium Documents, or any of themapplicable Individual Property. (e) In Condominium Borrower, and to Condominium Borrower’s knowledge, the event that Lender applicable Tenant or the Condominium Board currently maintains (or its nomineeshall cause to be maintained) shall acquire title insurance coverage with respect to all of the Unit through Common Elements which comprise a portion of, and are appurtenant to, the exercise of its rights and remedies under the Security Instrument or applicable Individual Property as required 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 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 of 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 which by its terms requires the 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 has provided Administrative Agent with true, correct and complete copies of the Condominium Documents. (b) Borrower agrees that: (i) Borrower shall promptly 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 faithfully make (y) such amendment or modification complies with all payments 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 Article 16 hereof, (2) annual update amendments required underunder Attorney General regulations to extend the term of the Offering Plan, and promptly (3) the proposed eighth (8th) amendment thereto in the form attached hereto as Exhibit L and faithfully observe otherwise reasonably acceptable to Administrative Agent). Borrower shall not 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 perform 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 Administrative Agent’s receipt of such request and all other required documents and information relating to 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 second 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 the Mortgage Borrower’s part of Borrower to be observed complied with, pursuant to the Condominium Documents and performed under (i) the Declaration; (ii) the by-laws of the Condominium; (iii) the any rules and regulations promulgated by that may be adopted for the Condominium Board or other executive body of Condominium, as the Condominium same shall be in force and effect from time to time; and ; (iv) all other documents (A) creating the Unit, (B) related, in any material respect, to the condominium characteristics of ownership of the Unit, to the ownership rights of Borrower in and to the Unit or to the relationship among owners of units in the Condominiumwill cause Mortgage Borrower, or governing the Unit, as the same may be amended (collectively, the “Condominium Documents”). (b) cause Mortgage 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 to cause Mortgage Borrower’s designated members of the Condominium Documents (collectivelyBoard of Managers, “to take all actions as may be reasonably necessary from time to time to preserve and maintain the Condominium Charges”).in accordance with the Condominium Laws; (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. (dv) Borrower will take all commercially reasonable action to obtain as promptly as possiblenot, and forthwith upon receipt furnish to 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 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 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 without the prior written consent of Lender Administrative Agent (not to which consent may be unreasonably withheldgranted or withheld in Administrative Agent’s sole and absolute discretion), cause or permit Mortgage Borrower shall not vote as to any take (and, subject to the rights of the following matters upon which Borrower, as an “owner” Mortgage Lender under the provisions Mortgage Loan Documents, hereby assigns to Administrative Agent (for the benefit of Lender) any right it may have to take) any action to terminate the Condominium, withdraw the Condominium from the Condominium Laws, or cause a partition of the Condominium Documents, would or might to be authorized to vote, any such vote without such consent being void and so withdrawn; (vi) it shall be an Event 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 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 value Premises and following the expiration of all applicable appeal periods, any material provision of the PropertyCondominium 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, or (B) the business operations or financial condition of BorrowerCondominium 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 ability 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 repay exercise any right it may have to vote for (A) any additions or improvements to the principal and interest 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 Loan as it becomes due; Condominium or (iiC) the nature and amount expenditure of any insurance covering all proceeds or a part condemnation awards for 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 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 Association formed by the Condominium Documents which by its terms requires the consent of Lender and any removal at least until such time as more than fifty percent (50%) of the Condominium from Residential Units have been sold in accordance with this Agreement and the provisions of Mortgage Loan Agreement; (ix) For so long as Mortgage Borrower controls the Condominium Act; (iv) subject to the obligations Board of the Managers, Borrower will cause Mortgage Borrower, in accordance with Mortgage Borrower’s rights 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 to cause the Condominium Board of Managers to take any action inconsistent maintain insurance on the Condominium in accordance with the terms Condominium Documents and conditions of this Agreement; and (x) For so long as Mortgage Borrower controls the Condominium Board of Managers, 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 shall cause Mortgage Borrower, or (C) in accordance with Mortgage Borrower’s rights under the ability Condominium Documents, shall cause the Condominium Board of Borrower Managers to repay enforce the principal and interest on the Loan as it becomes dueManagement Agreement.

Condominium. (a) Concurrently with the formation of the Condominium, Borrower shall promptly assign all of its right, title and faithfully make interest in and to the TBTA Agreement to the Condominium Board of Managers. Upon the recording of the Declaration and Condominium Plans in the Register’s Office, Borrower represents and warrants to Lender that the Declaration (including the Bylaws) and the Condominium Plans shall be in full compliance with all payments required underCondominium Laws. Lender hereby approves the form of Declaration (including the Bylaws) attached hereto as Exhibit R, which Borrower represents and warrants is the same form attached as Exhibit T to the School Unit Purchase Agreement. On or before December 22, 2019, Borrower shall submit the Condominium Plans to Lender for Lender’s review and approval (which approval shall not be unreasonably withheld, conditioned or delayed). Lender shall complete its review of the Condominium Plans within thirty (30) days following its receipt of same, and promptly shall either approve or disapprove the same within said thirty (30) day period. If Lender disapproves the Condominium Plans, Lender shall provide Borrower with a reasonably detailed explanation for Lender’s disapproval thereof, and faithfully observe Borrower shall then re-submit revised drafts of the same to Lender as soon as reasonably practicable. Borrower shall cause the Condominium Plans to address the reasonable concerns or reasons for Lender’s disapproval of the prior drafts of the same. Lender and perform Borrower shall repeat this process until the Condominium Plans are approved by Lender. Borrower shall be permitted to record the Declaration in the form of Exhibit R and the Condominium Plans approved by Lender in accordance with this Section 8.20(a) up to thirty (30) days prior to the date of the conveyance of the School Unit to SCA. Borrower shall not modify or amend the form of Declaration (including the Bylaws) and/or the approved form of Condominium Plans prior to recording the Declaration and 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 Purchase Agreement. Borrower shall be permitted to record an amended and restated Declaration and amended Condominium Plans (reflecting the subdivision of the Residential Unit), with the City Register after Borrower’s receipt of Lender’s written consent and approval of the Offering Plan, including any amendments thereto, in accordance with the provisions of Article 16 hereof. (b) Following the recording of the Declaration and the Condominium Plans in the Register’s Office, Borrower agrees that: (i) Borrower shall 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 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 price change amendments to the Offering Plan increasing the Schedule A—Purchase Prices (each a “Price Change Amendment”) as provided in Article 16 hereof). 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 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 Lender’s receipt of such request and all required documents and information relating to such request. If Lender 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 second 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 the Borrower’s part of Borrower to be observed complied with, pursuant to the Condominium Documents and performed under (i) the Declaration; (ii) the by-laws of the Condominium; (iii) the any rules and regulations promulgated by that may be adopted for the Condominium Board or other executive body of Condominium, as the Condominium same shall be in force and effect from time to time; and ; (iv) all other documents (A) creating the Unit, (B) related, in any material respect, to the condominium characteristics of ownership of the Unit, to the ownership rights of Borrower in and to the Unit or to the relationship among owners of units in the CondominiumBorrower, 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 Borrower’s designated members of the Condominium Documents (collectivelyBoard of Managers, “will take all actions as may be reasonably necessary from time to time to preserve and maintain the Condominium Charges”).in accordance with the Condominium Laws; (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. (dv) Borrower will take all commercially reasonable action to obtain as promptly as possiblenot, and forthwith upon receipt furnish to 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 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 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 without the prior written consent of Lender (not to which consent may be unreasonably withheldgranted or withheld in Lender’s sole and absolute discretion), Borrower shall not vote as take (and hereby assigns to Lender any of right it may have to take) any action to terminate the following matters upon which BorrowerCondominium, as an “owner” under withdraw the provisions Condominium from the Condominium Laws, or cause a partition of the Condominium Documents, would or might to be authorized to vote, any such vote without such consent being void and so withdrawn; (vi) it shall be an Event 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 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 value Premises and following the expiration of all applicable appeal periods, any material provision of the PropertyCondominium 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, or (B) the business operations or financial condition of BorrowerCondominium 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 ability Condominium is withdrawn from the condominium regime established under the Condominium Laws; (vii) Borrower will not, without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed so long as no Event of Borrower Default exists, exercise any right it may have to repay vote for (A) any additions or improvements to the principal and interest common elements of the Condominium that are not included in the Condominium Plans, except as such additions or improvements may be required by Legal Requirements, (B) any borrowing on behalf of the Loan as it becomes due; Condominium or (iiC) the nature and amount expenditure of any insurance covering all proceeds or a part condemnation awards for 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 or as may be required by the Condominium Laws, Borrower shall control the Condominium Board of Managers 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 Association formed by the Condominium Documents which by its terms requires the consent of Lender and any removal at least until such time as more than fifty percent (50%) of the Condominium from the provisions of Subdivided Residential Units have been sold in accordance with this Agreement; (ix) For so long as Borrower controls the Condominium Act; (iv) subject to the obligations Board of the Managers, Borrower will, in accordance with Borrower’s rights 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 Board of Managers to take any action inconsistent maintain insurance on the Condominium in accordance with the terms Condominium Documents and conditions of this Agreement; and (x) For so long as Borrower controls the Condominium Board of Managers, 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) in accordance with Borrower’s rights under the ability Condominium Documents, shall cause the Condominium Board of Borrower Managers to repay enforce the principal and interest on the Loan as it becomes dueProperty Management Agreement.

Condominium. (a) Borrower shall promptly and faithfully make all payments required under, and promptly and faithfully observe and perform all other terms, covenants and conditions on If the part of Borrower Lands are or hereafter become subject to be observed 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, (B) related, in any material respect, to the a condominium characteristics of ownership of the Unit, to the ownership rights of Borrower in and 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 as possible, and forthwith upon receipt furnish to 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 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 plan duly created pursuant to the provisions of the Condominium DocumentsProperty Act of Alberta (which, Lender (or its nominee) shall be solely entitled as amended from time to remove time, together with any Condominium Board members appointed by Borrower representing legislation substituted therefor is herein collectively called "the Unit and/or to designate replacement or substitute Condominium Board members representing the Unit.Act"), then: (fa) Borrower has delivered the Mortgagor fully and absolutely assigns, transfers and sets over to Lender the executed Proxy on Mortgagee all of the date hereofMortgagor'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. Upon The Mortgagor will execute any documentation which in the occurrence and during sole opinion of the continuance of an Event of DefaultMortgagee is necessary or advisable to give full effect to the foregoing. Provided however, Lender shall have 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 exercise vote on any matter requiring a unanimous resolution. Provided further that the power Mortgagee may, by written notice to the Mortgagor, terminate all voting rights and privileges of attorney granted the Mortgagor; (b) notwithstanding anything to the contrary herein contained: (i) the Mortgagor will observe and perform every covenant and provision required to be performed under or pursuant to the Proxy and exercise all rightsterms of this mortgage, powers and remedies of Borrower as owner the Act, the Bylaws of the Unit pursuant Condominium Corporation in effect from time to time, and under any agreement between the Mortgagor and the Condominium Corporation, and (ii) 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 Documents. The rights granted to Lender under the Proxy shall automatically terminate upon the payment of the Loan in full.Corporation; and (gc) Without where the prior written consent of Lender (not Mortgagor defaults in the Mortgagor's obligations to be unreasonably withheld), Borrower shall not vote as contribute to any of the following matters upon which Borrower, as an “owner” under the provisions of common expenses assessed or levied by the Condominium Documents, would Corporation or might be any 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 agent on (A) the value of the Property, (B) the business operations or financial condition of Borrowerits behalf, 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 assessment, instalment 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 payment owing to the Condominium Documents which Corporation, or upon breach of any covenant or provision contained in this section, then regardless of any other action or proceeding taken or to be taken by its terms requires the consent of Lender and any removal of the Condominium from Corporation, the provisions of Mortgagee, at its option and without notice to the Mortgagor may pay such contribution owing to the Condominium Act; (iv) subject to Corporation or rectify any such default or breach by 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 dueMortgagor.

Condominium. (a) Borrower shall promptly and faithfully make all payments required underA Declaration of Condominium Ownership (the “Declaration”) of Williamsburg Village was recorded in the Office of the Recorder of Deeds of Cxxx County, Illinois, on January 4, 1983, and promptly thereupon the property within which the Premises are located became subject to (i) the terms and faithfully observe provisions of the Declaration, (ii) the Condominium Property Act of the State of Illinois (the “Act”), (iii) the By-Laws (the “By-Laws”) of the Williamsburg Village Owners Association (the “Association”) and (iv) the rules and regulations of the Association (the “Rules”). The Declaration, the Act, the By-Laws and the Rules, as from time to time amended, are sometimes collectively called the “Condominium Documents”. Tenant acknowledges receipt of a copy of the Declaration, the By-Laws and the Rules. Landlord’s space within the Building is sometimes called the “Condominium Unit”. All the condominium property of which the Condominium Unit is a part, as from time to time amended to annex additional property, is sometimes called “Williamsburg Village” and all portions of Williamsburg Village, except the individual condominium units, are sometimes called the “Common Elements”. To the extent that any of the definitions in this Lease conflict with those in the Condominium Documents, the definitions in the Condominium Documents shall control. (b) Tenant accepts this Lease subject to all of the terms and restrictions of the Condominium Documents and agrees to comply with and perform all other each of the terms, covenants and conditions on the part of Borrower to be observed 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, (B) related, in any material respect, to the condominium characteristics of ownership of the Unit, to the ownership rights of Borrower in and 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 relating to the use or occupancy of the Premises. If pursuant to the Condominium Documents, the Condominium Unit is withdrawn from the provisions of the Declaration, Landlord, at its option, may terminate this Lease effective upon the date of such withdrawal. Landlord shall not be obligated for the performance by the Board of Managers of the Association (collectivelythe “Board”) or of any of the obligations assumed or undertaken by the Board pursuant to the Condominium Documents and Tenant shall have no claim against Landlord by reason of any default under the Condominium Documents by the Board or the Association. By the execution of this Lease, “Condominium Charges”)Tenant agrees that the Association and Board are and shall be third party beneficiaries of the provisions of this Lease. (c) Lender The Declaration requires the approval of all leases by the Board. Landlord agrees to attempt to procure such approval from the Board within the time established for such approval by the Declaration. If, after making reasonable effort, Landlord cannot procure such approval within the time provided, this Lease shall have become null and void. Tenant agrees to cooperate with Landlord in attempting to procure such approval and shall provide such information as is requested by 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 fullBoard. (d) Borrower will take all commercially reasonable action This Lease does not grant any rights to obtain as promptly as possible, and forthwith upon receipt furnish Tenant to participate in the Lender, upon Lender’s request, a true and correct copy of: (i) each notice of any meeting management or affairs of the association of owners of the Condominium; (ii) the minutes of any such meeting; (iii) any statement of financial condition of said associationAssociation, audited or otherwiseincluding, 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 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 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 (but not to be unreasonably withheld), Borrower shall not vote as limited to any of 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 voting rights enjoyed 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 which by its terms requires the 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 dueLandlord.

Condominium. Borrower covenants and agrees as follows: (a) Borrower shall promptly 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 receipts for all such payments; (b) Borrower shall not, unless directed otherwise in writing by Lender, without first obtaining Lender’s prior written consent, which shall not be unreasonably withheld or delayed if no Event of Default is then continuing, (i) 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; (ii) 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; (iii) vote for, consent to or permit to occur any partition or subdivision of any Condominium Unit, or combination of any Condominium Unit with another Condominium Unit; (iv) consent to the termination of the Condominium; or (v) vote in favor of the imposition of special assessments for capital improvements pursuant to the Condominium Documents; and (c) Borrower shall fully and faithfully make observe, keep and perform, in all payments required undermaterial respects, each and promptly every material requirement, condition, covenant, agreement and faithfully observe provisions under the Condominium Act and perform all other terms, covenants and conditions the Condominium Documents on the part of Borrower to be observed observed, kept 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, (B) related, in any material respect, to the condominium characteristics of ownership of the Unit, to the ownership rights of Borrower in and 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) performed. Borrower shall pay in respect promptly deliver to Lender a copy 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 as possible, and forthwith upon receipt furnish to 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 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 received by Borrower representing the Unit and/or with respect 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 any obligation 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 of the following matters upon which Borrower, as an “owner” under the provisions of the Condominium Documents, would Documents 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 which by its terms requires the 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. Borrower covenants and agrees as follows: (a) Borrower shall promptly cause Property Owner to pay all common charges and faithfully make all payments other assessments as required under, and promptly and faithfully observe and perform all other terms, covenants and conditions on the part of Borrower to be observed 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 Documents in respect of the Condominium from time applicable Property and shall promptly, following demand, exhibit to time; and (iv) Lender receipts for all other documents (A) creating the Unit, (B) related, in any material respect, to the condominium characteristics of ownership of the Unit, to the ownership rights of Borrower in and 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”).such payments; (b) Borrower shall pay not, unless directed otherwise in respect of writing by Lender, without first obtaining Lender’s prior written consent, permit Property Owner to (1) vote for, consent to or permit to occur any modification of, amendment to, or relaxation in the Unit on or before the expiration of enforcement 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 material provision of the Condominium Documents (collectivelyDocuments; provided, “Condominium Charges”). (c) Lender however, Lender’s approval shall have the right, at reasonable times and upon reasonable notice, not be required for amendments to inspect the records of the Condominium as provided in the Condominium Documents until such time as containing disclosures or other provisions required to be made by Legal Requirements; (2) 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 is paid will be repaid in full. full pursuant to Section 5.16; (d3) Borrower will take all commercially reasonable action to obtain as promptly as possiblepartition or subdivide any Condominium Unit, and forthwith upon receipt furnish or combine any Condominium Unit with another Condominium Unit; (4) consent to the Lender, upon Lender’s request, a true and correct copy of: (i) each notice of any meeting of the association of owners termination of the Condominium; or (ii5) 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 given to Borrower vote in respect favor of the observance imposition 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 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 special assessments for capital improvements pursuant to the Condominium Documents; and (c) 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 Condominium Act and the Condominium Documents on the part of Property Owner to be observed, kept and performed. The rights granted Borrower shall promptly deliver to Lender under the Proxy shall automatically terminate upon the payment a copy of the Loan in full. (g) Without the prior written consent any notice of Lender (not to be unreasonably withheld), default received by Property Owner or Borrower shall not vote as with respect to any obligation of the following matters upon which Borrower, as an “owner” Property Owner under the provisions of the Condominium Documents, would Documents 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 which by its terms requires the 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. From and after the consummation of a Condominium Conversion, Borrower shall cause the Mortgage Borrower to comply with each of the following: (a) Borrower shall promptly and faithfully make all payments required under, and promptly and faithfully observe and perform all other terms, covenants and conditions on the part of cause Mortgage Borrower to be observed pay all common charges and performed under (i) the Declaration; (ii) the by-laws of the Condominium; (iii) the rules and regulations promulgated other assessments as required by the Condominium Board or other executive body Documents in respect of the Condominium from time remaining Property and shall promptly, following demand, exhibit to time; and (iv) Lender receipts for all other documents (A) creating the Unit, (B) related, in any material respect, to the condominium characteristics of ownership of the Unit, to the ownership rights of Borrower in and 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”).such payments; (b) Borrower shall pay not permit Mortgage Borrower to, unless directed otherwise in respect of the Unit on writing by Lender, without first obtaining Lender’s prior written consent, not to be unreasonably withheld, (i) vote for, consent to or before the expiration of permit to occur any applicable grace modification of, or cure period all common expensesamendment to, charges and assessments, special or general, and other items for the payment of which Borrower is or may hereafter be responsible under the terms 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; (collectivelyii) 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 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; (iii) partition or subdivide any Condominium Charges”)Units, or combine any Condominium Unit with another Condominium Unit; (iv) consent to the termination of the Condominium; or (v) vote in favor of the imposition of special assessments for capital improvements pursuant to the Condominium Documents unless such capital improvements are otherwise permissible or approved hereunder. (c) Lender Borrower shall have the rightcause Mortgage Borrower to fully and faithfully observe, at reasonable times keep and upon reasonable noticeperform, to inspect the records of in all material respects, each and every material requirement, condition, covenant, agreement and provisions under the Condominium as provided in Act and the Condominium Documents until such time as on the Indebtedness is paid in full. (d) part of Mortgage Borrower will take all commercially reasonable action to obtain as be observed, kept and performed. Borrower shall promptly as possible, and forthwith upon receipt furnish deliver to the Lender, upon Lender’s request, 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 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 received by Borrower representing the Unit and/or with respect 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 any obligation 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 of the following matters upon which Borrower, as an “owner” under the provisions of the Condominium Documents, would Documents 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 which by its terms requires the 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 shall promptly hereby covenants and faithfully make agrees with respect to each Condominium that: (i) 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 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 or Lender’s rights under the Condominium Documents; (ii) it will pay all payments required underassessments for common charges and expenses made against those condominium units then owned by it pursuant to the applicable Condominium Documents prior to delinquency, and promptly and faithfully observe and perform 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 other material respects with all of the terms, covenants and conditions on the its part of Borrower to be observed complied with, pursuant to the applicable Condominium Documents and performed under 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; (iiv) it will take all commercially reasonable actions as may be necessary from time to time to preserve and maintain the Declaration; Condominium in accordance with the applicable Condominium Law; (iiv) it will not, without the by-laws 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 (iiivi) the rules and regulations promulgated by the Condominium Board it will not, without Lender’s prior written consent, which shall not be unreasonably conditioned, withheld or other executive body of the Condominium from time delayed, exercise any right it may have to time; and (iv) all other documents vote for, (A) creating any additions or improvements to the UnitCommon Elements of the Condominium, except as such additions or improvements are completed in accordance hereof, (B) related, in any material respect, to the condominium characteristics of ownership borrowing on behalf of the Unit, to Condominium or (C) the ownership rights expenditure of Borrower any insurance proceeds or condemnation awards for the repair or restoration of the related Improvements other than in and 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”)accordance with Article VI hereof. (b) Borrower The provisions of Article VI hereof shall pay in respect apply to the entirety of any Individual Property that is a Condominium as provided herein, notwithstanding the submission of any portion of such Individual Property to the Condominium Law. Without limiting the generality of the Unit 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 before any of them, (i) irrevocably waives, to the expiration of extent permitted by law, any applicable grace or cure period all common expenses, charges and assessments, special or general, and other items for law which grants to the payment of which Borrower is or may hereafter be responsible under the terms trustees of the Condominium Documents 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 (collectively, “Condominium Charges”)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 Indebtedness Debt is paid in full. (d) Upon written request from Lender, Borrower will take all use commercially reasonable action efforts to obtain as promptly as possible, and forthwith upon receipt furnish deliver to the Lender, upon Lender’s request, a true and correct copy of: (iA) each notice of any meeting of the association of owners of the Condominium; (iiB) the minutes of any such meeting; (iiiC) any statement of financial condition of said association, audited or otherwise, furnished to or available to an owner; (ivD) any statement showing the allocation of expenses and any other assessments against the owners; (vE) any statements issued to Borrower calling for payment of expenses other than the regular monthly maintenance statements; and (viF) any notice of default given to Borrower in respect of the observance of the Condominium Documents, 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 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 of 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 which by its terms requires the 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 shall promptly not, without Lender’s prior review and faithfully make all payments required underwritten consent (which may be granted or withheld in Lender’s sole discretion), and promptly and faithfully observe and perform all other terms, covenants and conditions on the part of Borrower to be observed and performed under permit (i) any amendment of any of the Declaration; Condominium Documents 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) the by-laws of the Condominium[intentionally omitted]; (iii) any changes to the rules boundaries of, or parking associated with, 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 taken under the Condominium Documents that would materially inhibit the free access to and regulations promulgated by from the Real Property (including access to the Common Elements), or (v) the Condominium Board to make material repairs, replacements, additions or other executive body of the Condominium from time to time; and (iv) all other documents (A) creating the Unit, (B) related, in any material respect, alterations to the condominium characteristics of ownership of Common Elements (as defined in the Unit, Declaration) except to the ownership rights of Borrower in and 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”)extent consistent with Section 5.8 hereof. (b) Borrower shall pay not vote in respect favor of (or acquiesce to) 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 termination of the Condominium Documents or dissolution of the Association for any reason without Lender’s prior review and written consent (collectively, “Condominium Charges”which may be granted or withheld in Lender’s sole discretion). (c) Lender Borrower shall have not submit the rightProperty, at reasonable times and upon reasonable noticeor permit the Property to be submitted to, to inspect the records of any condominium regime other than the Condominium as provided without Lender’s prior review and written consent, which may be granted or denied in the Condominium Documents until such time as the Indebtedness is paid in fullLender’s sole and absolute discretion. (d) None of Borrower will take all commercially reasonable action to obtain as promptly as possible, and forthwith upon receipt furnish to 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 given to Borrower in respect of the observance of the Condominium Documents, or any of themBorrower’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) In Borrower shall not violate, nor permit the event that Lender (or its nominee) shall acquire title Property to violate, any of the Unit through the exercise of its rights terms, conditions, provisions and remedies under the Security Instrument or by way of a deed covenants contained 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 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 of 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 which by its terms requires the 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 shall promptly and faithfully make all payments required under, and promptly and faithfully observe and perform all other terms, covenants and conditions on the part of Borrower to be observed and performed under (i) In the Declaration; 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 (iieach a “Unit”) condominium regime having the by-laws of premises then leased by Xxxxx as one Unit (the Condominium; (iii“Brown Unit”) and the rules and regulations promulgated Premises then leased by the Condominium Board or other executive body of Tenant (including, any Additional Space, if any, leased in connection with the Condominium from time to time; and (ivAdditional Space ROFR) all other documents (A) creating the Unit, (B) related, in any material respect, to the condominium characteristics of ownership of the Unit, to the ownership rights of Borrower in and to the as a second Unit or to the relationship among owners of units in the Condominium, or governing the Unit, as the same may be amended (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 documents as are required to subject the Project to the “Rhode Island Condominium Act”, R.I. Gen. Laws Chapter 34-36.1 (collectively the “Condominium Documents”). , (bii) Borrower shall pay in respect of a proposed long term parking lease between the Unit on or before Parking Garage Operator and 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 “Condominium Association” under the terms of the Condominium Documents (collectivelythe “Condo Parking Lease”) and (iii) a Notice of the Condo Parking Lease in recordable form. Such Condominium Documents, “Condominium Charges”)Condo Parking Lease and Notice of the Condo Parking Lease shall be subject to the approval of the Tenant and Brown, each of which approvals will not be unreasonably withheld or delayed. (cii) Lender shall have In the rightevent that, at reasonable times and upon reasonable noticeeither Brown or Tenant has exercised its option to purchase or right of first offer, to inspect in connection with the records sale of the first Unit to be sold, the approved Condominium as provided in Documents, the Condominium Documents until approved Condo Parking Lease and the approved Notice of the Condo Parking Lease shall be executed and (where appropriate) recorded with the City of Providence Land Evidence Records. In such time as event, the Indebtedness is paid in full. (d) Borrower will Landlord shall cause all Mortgagees and other required parties to recognize the Tenant’s Options and to take all commercially reasonable action to obtain as promptly as possiblesuch steps, and forthwith upon receipt furnish to including without limitation the Lender, upon Lender’s request, a true and correct copy of: (i) each notice subordination 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 mortgage 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 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 as may be reasonably necessary to the Unit through effectuate 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 such Options. Notwithstanding anything to the provisions of contrary contained in this Lease, the Condominium Documents, Lender (or its nominee) shall be solely entitled Tenant’s Options to remove any Condominium Board members appointed by Borrower 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 purchase shall not vote as to expire if the Project is foreclosed upon by any of 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 which by its terms requires the 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 dueMortgagee.