Common use of Condominium Clause in Contracts

Condominium. To the extent that a Public Garage is located on the same Project Parcel as one or more of the Buildings comprising the Private Improvements, and either such Project Parcel is not capable of being subdivided to locate such Project Garage on a separate legal lot or the Redeveloper determines not to pursue subdivision of the Project Parcel, the Redeveloper shall create a Condominium on such Project Parcel in accordance with CIOA, pursuant to which the Public Garage shall constitute a separate condominium unit. Redeveloper shall prepare a draft of the Condominium Documents for any such Project Parcel for submission to and approval by the City’s Finance Director (after consultation with the City’s Corporation Counsel or outside counsel) within six (6) months following the date on which the Redeveloper is issued a building permit for the Parking Garage to be constructed on such Project Parcel, such approval not to be unreasonably withheld, conditioned or delayed. The Condominium Documents for the applicable Condominium shall be consistent with the terms set forth on Exhibit EE with respect thereto or such other terms as are agreed to by the Redeveloper and the City’s Finance Director, after consultation with the City’s Corporation Counsel or outside counsel. The Parties shall cooperate with one another to make such changes to any such draft Condominium Documents as may be necessary or desirable based on the final design and construction of the Improvements located or to be located on such Project Parcel, the reasonable requirements of lenders making loans on individual units within the Condominium (including any secondary mortgage market requirements). Finalization and recording of the Condominium Declaration (and finalization of the remaining Condominium Documents) shall be a condition precedent to the Redeveloper’s obligation to complete and convey the applicable Public Garage to the City and the City’s obligation to deliver payment for such Public Garage. Nothing herein shall restrict the Redeveloper’s ability to create more than one common interest community (as defined in CIOA) on any Project Parcel (including the use of one or more sub-common interest communities with respect to one or more units located in any underlying master common interest community).

Condominium. To (a) Landlord represents and warrants to Tenant that (i) the extent Condominium Documents are in full force and effect and have not been amended and no rules or regulations that a Public Garage is located on may be created pursuant to the same Project Parcel as one or more Condominium Documents currently exist, (ii) Landlord holds all of the Buildings comprising the Private Improvements, and either such Project Parcel is not capable of being subdivided to locate such Project Garage on a separate legal lot or the Redeveloper determines not to pursue subdivision rights of the Project ParcelGrantor under the Condominium Documents and has not assigned any of them, in whole or in part, (iii) while ▇▇▇▇▇▇ ▇▇▇▇▇ Village Association, Inc., the Redeveloper shall create a New Jersey nonprofit corporation formed to administer the Condominium on such Project Parcel (the “Association”), has been formed, the Association has been inoperative to date. Tenant has reviewed and approved the Condominium Documents and Tenant acknowledges and agrees that this Lease is subject and subordinate to the Condominium Documents in accordance all respects. Tenant shall, at no cost to Landlord, execute an agreement in recordable form confirming that this Lease is subject and subordinate to the Condominium Documents within ten (10) days following Landlord’s request therefor. Tenant shall, at Tenant’s sole cost and expense, comply with CIOA, pursuant to which the Public Garage shall constitute a separate condominium unit. Redeveloper shall prepare a draft provisions of the Condominium Documents for and all Rules and Regulations regarding the use of the Premises and the Common Areas, and the operation of Tenant’s business therein as may be established from time to time pursuant to the Condominium Documents. Landlord shall have the right at any such Project Parcel for submission time after the Effective Date to and approval by the City’s Finance Director (after consultation with the City’s Corporation Counsel or outside counsel) within six (6) months following the date on which the Redeveloper is issued a building permit for the Parking Garage to be constructed on such Project Parcel, such approval not to be unreasonably withheld, conditioned or delayed. The Condominium Documents for the applicable Condominium shall be consistent with modify the terms set forth on Exhibit EE with respect thereto or such other terms as are agreed to by of the Redeveloper and the City’s Finance Director, after consultation with the City’s Corporation Counsel or outside counsel. The Parties shall cooperate with one another to make such changes to any such draft Condominium Documents as may be necessary or desirable based on Grantor and/or the final design and construction Owner of all of the Improvements Units located or to be located on such Project Parcel, the reasonable requirements of lenders making loans on individual units within the Condominium Project, or as Grantor consent to or approve an amendment to, or vote as an Owner to amend, the Condominium Documents, without the consent of Tenant. Landlord shall notify Tenant of any amendments made by Landlord to the Condominium Documents. Notwithstanding anything to the contrary contained herein, if Landlord wants to amend the Condominium Documents and such modifications would materially and adversely interfere with Tenant’s use of the Premises for the Permitted Use, or materially and adversely affect the rights of Tenant under this Lease, then Landlord shall request Tenant’s consent to such modifications to the Condominium Documents, which consent may be withheld in Tenant’s sole discretion. (b) Tenant shall defend, indemnify and hold harmless Landlord from and against any and all claims, demands, causes of action, suits, damages, liabilities and expenses of any nature, including reasonable attorney’s fees, arising out of or in connection with the enforcement by the Association of any secondary mortgage market requirements). Finalization and recording covenant, term, condition or provision of the Condominium Declaration Documents arising from (and finalization i) Tenant’s use of the remaining Condominium DocumentsPremises or the conduct of Tenant’s business at the Project, or (ii) shall be a condition precedent Tenant’s failure to the Redevelopercomply with Tenant’s obligation to complete and convey the applicable Public Garage to the City and the City’s obligation to deliver payment for such Public Garage. Nothing herein shall restrict the Redeveloper’s ability to create more than one common interest community (as defined in CIOA) on any Project Parcel (including the use of one or more sub-common interest communities with respect to one or more units located in any underlying master common interest community)obligations under this Lease.

Condominium. To the extent that a Public Garage is located on the same Project Parcel as one or more of the Buildings comprising the Private Improvements, and either such Project Parcel is not capable of being subdivided to locate such Project Garage on a separate legal lot or the Redeveloper determines not to pursue subdivision of the Project Parcel, the Redeveloper shall create a Condominium on such Project Parcel in accordance with CIOA, pursuant to which the Public Garage shall constitute a separate condominium unit. Redeveloper shall prepare a draft of the Condominium Documents for any such Project Parcel for submission to and approval by the City’s Finance Director (after consultation with the City’s Corporation Counsel or outside counsel) within six (6) months following the date on which the Redeveloper is issued a building permit for the Public Parking Garage to be constructed on such Project Parcel, such approval not to be unreasonably withheld, conditioned or delayed. The Condominium Documents for the applicable Condominium shall be consistent with the terms set forth on Exhibit EE with respect thereto or such other terms as are agreed to by the Redeveloper and the City’s Finance Director, after consultation with the City’s Corporation Counsel or outside counsel. The Parties shall cooperate with one another to make such changes to any such draft Condominium Documents as may be necessary or desirable based on the final design and construction of the Improvements located or to be located on such Project Parcel, the reasonable requirements of lenders making loans on individual units within the Condominium (including any secondary mortgage market requirements). Finalization and recording of the Condominium Declaration (and finalization of the remaining Condominium Documents) shall be a condition precedent to the Redeveloper’s obligation to complete and convey the applicable Public Garage to the City and the City’s obligation to deliver payment for such Public Garage. Nothing herein shall restrict the Redeveloper’s ability to create more than one common interest community (as defined in CIOA) on any Project Parcel (including the use of one or more sub-sub- common interest communities with respect to one or more units located in any underlying master common interest community).

Condominium. To Grantor will faithfully, promptly and diligently take all steps necessary, appropriate and advisable in order to (i) maintain in effect the extent condominium created pursuant to the Declaration, (ii) comply with all applicable laws, rules and regulations of all federal, state and local agencies having jurisdiction and the following requirements: (a) None of the condominium documents shall, during the term of this Deed of Trust, be altered, amended, supplemented, terminated, surrendered, released, cancelled or annulled, without the prior written consent of Beneficiary in each instance. Grantor shall provide to Beneficiary copies of all documents and information deemed necessary by Beneficiary for its evaluation of such request, including, without limitation, the approvals of any governmental agencies having jurisdiction. Beneficiary may condition its consent on receipt of a legal opinion, in form and substance satisfactory to Beneficiary, that the condominium documents comply with the requirements of the laws of the jurisdiction in which the Premises are located and all rules and regulations issued pursuant thereto. Grantor shall reimburse Beneficiary for the reasonable fees and disbursements of Beneficiary"s counsel in connection with the review and approval of such documents. (b) At such time as all applicable requirements of this Section have been satisfied and Beneficiary approves the amendments to the condominium documents, Beneficiary shall instruct Trustee to join in and consent to such documents and/or by appropriate instrument subordinate the lien of this Deed of Trust thereto. (c) Grantor shall provide an endorsement to Beneficiary"s title insurance policy insuring the lien of this Deed of Trust to reflect the recordation of the amendment(s) to the condominium documents and to date down the policy and the condominium endorsement to a date subsequent to the recording of said documents. (d) Grantor without the prior written consent of Beneficiary in each instance, shall not vote or cause its vote to be made or any other act to be taken at any meeting of the council of co-owners of the condominium, that would in any manner alter or affect the condominium, the condominium plat, Declaration, bylaws, or other condominium documents, or which, in connection with any matter other than a matter of ordinary maintenance or operation, may result in a charge or assessment or lien against the units in the condominium. Grantor shall notify Beneficiary, from time to time, of all matters of which Grantor has received notice, or with respect to which Grantor has been placed on inquiry, which indicates that a Public Garage default has occurred or may occur or is located on threatened under the condominium plat, Declaration, bylaws or other condominium documents, and in such event, Grantor shall do all things necessary to cure such default. Grantor shall promptly deliver to Beneficiary a correct and complete copy of any notice of default received by Grantor with respect to any of its obligations under the laws of the jurisdiction in which the Premises are located. In the event of any such default, (A) Beneficiary shall have the same Project Parcel as one or more rights and privileges which the owner of a unit has by virtue of the Buildings comprising laws of the Private Improvementsjurisdiction in which the Premises are located as though Beneficiary were in fact a unit owner, including, without limitation, all voting rights accruing to such a unit owner; (B) Beneficiary may exercise any and all of said rights; (C) while any such default continues, Grantor hereby nominates and appoints Beneficiary irrevocably as Grantor"s proxy to vote and, as Grantor"s agent, to act with respect to all such rights; and (D) written notice of any such default from Beneficiary to the board of directors of the council of owners administering the condominium shall be deemed conclusive as to such right of Beneficiary to vote and to exercise all such rights. (e) All of the provisions of this Section shall be deemed to be covenants and warranties of Grantor, and either the failure of Grantor to comply strictly with all such Project Parcel requirements shall be deemed to be a default hereunder, and shall entitle Beneficiary, and Trustee at the direction of Beneficiary, to exercise all of the rights and privileges provided for herein in respect of any default hereunder, including, without limitation, the right, in the place and stead of Grantor, to take any and all actions which Grantor, as fee owner of the Premises, would have the right by law to take relative to maintaining the condominium, marketing and selling the units, and conveying title thereto; and said right to take any and all such action shall be deemed to be necessary, advisable and proper to conserve the Premises. (f) As further security for the payment of the indebtedness and the performance of the obligations, covenants and agreements secured hereby, Grantor hereby transfers, sets over and assigns to Trustee all rights, options, and privileges of Grantor in connection with the submission of the Premises to the horizontal property regime and all rights, options and privileges expressly or impliedly reserved or granted to Grantor under the condominium plat, the Declaration, the bylaws of the council of owners and the other condominium documents, and all rights, options and privileges granted to Grantor under applicable laws of the jurisdiction in which the Premises are located, together with all of the proceeds of all of the foregoing; reserving to Grantor, however, so long as Grantor is not capable of being subdivided to locate such Project Garage on a separate legal lot or the Redeveloper determines not to pursue subdivision of the Project Parcelin default hereunder, the Redeveloper shall create a Condominium on right to exercise any and all such Project Parcel rights, options and privileges as aforesaid, subject to and in accordance with CIOAthe terms, pursuant conditions and requirements of this Deed of Trust. In no event shall Trustee or Beneficiary (or any successor to which Beneficiary by foreclosure or deed in lieu of foreclosure) be liable as declarant under the Public Garage shall constitute a separate condominium unit. Redeveloper shall prepare a draft documents unless and until Beneficiary has elected such status by written notice to all other unit owners of the Condominium Documents for any such Project Parcel for submission to and approval by the City’s Finance Director (after consultation with the City’s Corporation Counsel or outside counsel) within six (6) months following the date on which the Redeveloper is issued a building permit for the Parking Garage to be constructed on such Project Parcel, such approval not to be unreasonably withheld, conditioned or delayed. The Condominium Documents for the applicable Condominium shall be consistent with the terms set forth on Exhibit EE with respect thereto or such other terms as are agreed to by the Redeveloper and the City’s Finance Director, after consultation with the City’s Corporation Counsel or outside counsel. The Parties shall cooperate with one another to make such changes to any such draft Condominium Documents as may be necessary or desirable based on the final design and construction of the Improvements located or to be located on such Project Parcel, the reasonable requirements of lenders making loans on individual units within the Condominium (including any secondary mortgage market requirements). Finalization and recording of the Condominium Declaration (and finalization of the remaining Condominium Documents) shall be a condition precedent to the Redeveloper’s obligation to complete and convey the applicable Public Garage to the City and the City’s obligation to deliver payment for such Public Garage. Nothing herein shall restrict the Redeveloper’s ability to create more than one common interest community (as defined in CIOA) on any Project Parcel (including the use of one or more sub-common interest communities with respect to one or more units located in any underlying master common interest community)condominium.

Condominium. To Subject to Tenant’s receipt of a commercially reasonable subordination, non-disturbance and attornment agreement from the extent that a Public Garage is located on the same Project Parcel Condo Board (as one or more hereinafter defined), this Lease and all rights of the Buildings comprising the Private Improvements, Tenant hereunder are and either such Project Parcel is not capable of being subdivided shall be subject and subordinate in all respects to locate such Project Garage on a separate legal lot or the Redeveloper determines not to pursue subdivision of the Project Parcelany condominium declaration and any other documents (collectively, the Redeveloper “Declaration”) which are or shall create be recorded in order to convert the Land and the improvements erected thereon to a Condominium on such Project Parcel condominium form of ownership in accordance with CIOA, pursuant to which the Public Garage shall constitute a separate condominium unit. Redeveloper shall prepare a draft provisions of Article 9-B of the Condominium Documents for Real Property Law, or any successor thereto, provided the Declaration does not include other terms which increase Tenant’s obligations (except to a de minimis extent), decrease Tenant’s rights (except to a de minimis extent) or increase Landlord’s rights under this Lease or decrease Landlord’s obligations to Tenant under this Lease. If any such Project Parcel for submission Declaration is to be recorded, Tenant, upon the request of Landlord, shall enter into an amendment of this Lease confirming such subordination and approval by modifying the CityLease in such respects as shall be necessary to conform to such condominiumization, including, without limitation, appropriate adjustments to Tenant’s Finance Director (after consultation with Proportionate Share and appropriate reductions in the City’s Corporation Counsel or outside counsel) within six (6) months following the date on which the Redeveloper is issued a building permit Operating Expenses for the Parking Garage to be constructed on such Project ParcelBase Operating Period and the Base Tax; provided, that, such amendment shall not reduce Tenant’s rights or increase Tenant’s obligations under this Lease (in either case except to a de minimis extent), increase Tenant’s monetary obligations under the Lease or increase Landlord’s rights under this Lease or decrease Landlord’s obligations to Tenant under this Lease. Landlord shall reimburse Tenant for 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 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 be unreasonably withheldcause the Condo Board to approve or disapprove of the matter for which Tenant seeks approval, conditioned and the Condo Board shall refuse such consent or delayed. The Condominium Documents for the applicable Condominium approval, then Landlord shall be consistent with the terms set forth on Exhibit EE with respect thereto or such other terms as are agreed to by the Redeveloper and the City’s Finance Director, after consultation with the City’s Corporation Counsel or outside counsel. The Parties shall cooperate with one another to make such changes to released of any such draft Condominium Documents as may be necessary or desirable based on the final design and construction of the Improvements located or to be located on such Project Parcel, the reasonable requirements of lenders making loans on individual units within the Condominium (including any secondary mortgage market requirements). Finalization and recording of the Condominium Declaration (and finalization of the remaining Condominium Documents) shall be a condition precedent to the Redeveloper’s obligation to complete grant its consent or approval of such matter, Tenant’s obligations under this Lease shall not be impaired and convey Landlord shall have no liability to Tenant in connection therewith; provided, Landlord shall use reasonable efforts in Landlord’s prudent business judgment to cause the applicable Public Garage Condo Board to the City and the City’s obligation give or refuse its consent or approval (which shall in no event be construed to deliver payment for such Public Garage. Nothing herein shall restrict the Redeveloper’s ability require Landlord to create more than one common interest community (as defined in CIOA) on initiate any Project Parcel (including the use of one action or more sub-common interest communities with respect to one lawsuit or more units located in any underlying master common interest communityexpend funds).

Condominium. To 35.01 From and after the extent that a Public Garage Condominium Conversion Date, this Lease is located on the same Project Parcel as one or more expressly subject to all covenants, conditions, provisions, and requirements of the Buildings comprising Condominium Documents. A. From and after the Private ImprovementsCondominium Conversion Date, and either such Project Parcel is not capable of being subdivided to locate such Project Garage on a separate legal lot or the Redeveloper determines not to pursue subdivision all of the Project Parcel, the Redeveloper shall create a Condominium on such Project Parcel in accordance with CIOA, pursuant to which the Public Garage shall constitute a separate condominium unit. Redeveloper shall prepare a draft provisions of the Condominium Documents shall be deemed and taken to be covenants running with the Land, the Building and the Unit (subject and subordinate to the Ground Lease and the Unit Ground Lease), as though such provisions were recited and stipulated at length herein and in each and every other lease of the Unit (or to any portion of the Unit). From and after the Condominium Conversion Date, Tenant shall comply with all of the terms and provisions of the Condominium Documents relating to the use and occupancy of the Demised Premises and shall not take any action, or fail to take any action which it is obligated to perform under this Lease, which would cause Landlord to be in default or violation under any of the Condominium Documents. B. Except as hereinafter set forth, to the extent that any Condominium Board is responsible under the Condominium Documents to provide utilities or service to the Unit or to repair or restore the Common Elements, the Unit and/or the Demised Premises or any appurtenance thereto, or to take any other action which the Condominium Board is required to take under the Condominium Documents (each, a “Condominium Obligation”), Landlord shall use its diligent good faith efforts, at Landlord’s expense (which shall not be reimbursable by way of Operating Expenses), to cause such Condominium Board to comply with the same but Landlord shall have no obligation to provide any Condominium Obligation nor shall Landlord have any liability to Tenant for the failure of any Condominium Board to provide or comply with the Condominium Obligations unless Landlord or a Landlord Entity is in control of such Board, in which event Landlord shall be liable for and shall be responsible for the performance of such Condominium Obligation. Except as expressly set forth in this Lease, Landlord shall not have liability to Tenant for any damage which may arise, nor shall Tenant’s obligations hereunder be diminished by reason of, (i) the failure of any Condominium Board to keep, observe or perform any of its obligations pursuant to the terms of the Condominium Documents, or (ii) the acts, omissions or negligence of any Condominium Board, its agents, contractors, or employees. Neither Landlord nor Tenant shall do anything that would constitute a default under the Condominium Documents or omit to do anything that such Project Parcel for submission party is obligated to and approval by do under the City’s Finance Director (after consultation with the City’s Corporation Counsel or outside counsel) within six (6) months following the date on which the Redeveloper is issued a building permit for the Parking Garage terms of this Lease so as to cause there to be constructed on a default under the Condominium Documents, or cause the other to incur any expense or liability under the Condominium Documents (and, if either party shall cause the other to incur any such Project Parcelexpense in violation hereof, the causing party shall reimburse the other within thirty (30) days after demand). 35.03 Tenant expressly agrees that the Condominium Board shall have the power to enforce against Tenant (and each and every immediate and remote assignee or subtenant of Tenant the terms of the Condominium Documents, if the actions of Tenant (or such assignee or subtenant) shall be in breach of the Condominium Documents, to the extent that the same would entitle the Condominium Board to enforce the terms of the Condominium Documents against Landlord. 35.04 From and after the Condominium Conversion Date, in the event that any Condominium Board fails to perform any of its obligations required to be performed by such Board under the Condominium Documents and Landlord, using commercially reasonable efforts is unable to cause such Condominium Board to cure such failure within a reasonable period following Tenant giving Landlord notice thereof, then, at the request of Tenant, Landlord shall permit Tenant to institute an action or proceeding against any Condominium Board in the name of Landlord to enforce Landlord’s rights under the Condominium Documents which are applicable to Tenant pursuant to the terms of this Lease, provided that: (a) Tenant shall not then be in monetary or material non-monetary default under any of the terms, covenants or conditions of this Lease, in each instance, beyond the expiration of any applicable notice and/or cure period; (b) such action shall be prosecuted at the sole cost and expense of Tenant, and, subject to the provisions of Section 16.07 hereof, Tenant shall agree to indemnify and hold Landlord harmless from and against any and all claims, liabilities, damages, costs and expenses (including reasonable attorneys’ fees and disbursements) incurred or suffered by Landlord in connection with such action or proceeding, except if and to the extent that (i) Landlord shall be required to commence and prosecute such action or proceeding pursuant to the provisions of Section 35.02B hereof and shall willfully refuse to do so, in which case, Landlord shall reimburse Tenant for Tenant’s reasonable out-of-pocket costs and expenses in connection therewith, within thirty (30) days after demand therefor, provided that Tenant shall furnish Landlord with documentation reasonably supporting the amount of any such costs and expenses, or (ii) any such claims, liabilities, damages, costs and expenses shall thereafter be incurred as a result of the negligence or willful misconduct of Landlord; (c) Tenant shall use counsel approved by Landlord, which approval shall not to be unreasonably withheld, conditioned ; (d) Landlord shall determine in the reasonable exercise of its good faith judgment that any such action or delayed. The proceeding is a bona-fide attempt by Tenant to enforce Landlord’s rights under the Condominium Documents which are applicable to Tenant (it being agreed that, if Landlord shall determine otherwise, Landlord shall promptly notify Tenant thereof with the reasons therefor); and (e) Landlord shall determine in the reasonable exercise of its good faith judgment that there are no other practical bona-fide methods available to Landlord for obtaining the performance of the Condominium Board’s obligations under the Condominium Documents (it being agreed that, if Landlord shall determine that there are other practical methods available to obtain the performance of such obligations, Landlord promptly shall exercise the same, with the understanding that, if the Condominium Board shall not perform such obligations within a reasonable time thereafter, Landlord shall permit Tenant to institute legal proceedings as provided in this Section 35.04). In the event of a dispute as to Landlord’s determinations under clause (d) or clause (e) of this Section 35.04, either party shall have the right to submit such dispute to arbitration, in accordance with the provisions of Subsection 25.01 hereof, in which case Tenant shall not institute and action or proceeding against the Condominium Board unless and until the arbitrator shall have determined that Tenant is then entitled to institute such action or proceeding. 35.05 Subject to the limitations contained in the Condominium Documents, in connection with any review of the Records relating to Common Charges, Tenant shall have the right to request that Landlord review the Condominium Board’s books and records as they relate to Unit Owner’s Unit Expenses (as defined in the Declaration) for any given Operating Expense Year that Tenant is reviewing, upon notice by Tenant to Landlord given simultaneously with Tenant’s request to review the Records as permitted under Section 4.06A hereof for the applicable same Operating Expense Year. In the event such books and records are not available or made available to Tenant when Tenant otherwise commences its review of the other Records relating to Operating Expenses, then, subject to the limitations contained in the Condominium shall be consistent Documents, solely with respect to the terms component of Operating Expenses for such Operating Expense Year relating to Common Charges, the time period set forth on Exhibit EE in Section 4.06D for Tenant to deliver a Tenant’s Statement (solely with respect thereto or to Common Charges only) shall not commence until such books and records are made available to Tenant as permitted under this Section 35.06 notwithstanding the fact that other terms Records had theretofore been made available to Tenant. 35.06 The parties acknowledge that as are agreed to by the Redeveloper and the City’s Finance Director, after consultation with the City’s Corporation Counsel or outside counsel. The Parties shall cooperate with one another to make such changes to any such draft Condominium Documents as may be necessary or desirable based on the final design and construction of the Improvements located or Execution Date the conversion of the Unit to be located on such Project Parcel, a Condominium has not been effectuated. Upon the reasonable requirements occurrence of lenders making loans on individual units within the Condominium Conversion Date, Landlord agrees to (including any secondary mortgage market requirements). Finalization a) give prompt notice thereof to Tenant and recording (b) provide Tenant with true, correct and complete photocopies of the Condominium Declaration and By-Laws. Landlord further agrees that it shall not amend, modify or consent to any changes to the Current Form Condominium Documents that would (and finalization i) extend or shorten the Term, (ii) reduce the usable area of the remaining Premises (other than a modification of Tenant’s Roof Top Space that may occur as a result of the final design of the RTS Build-out Work), (iii) increase the Fixed Rent or any Additional Rent, (iv) except to a de minimis extent, otherwise increase the obligations of Tenant or the rights of Landlord or any Condominium DocumentsBoard under this Lease or (v) shall be except to a condition precedent de minimis extent, otherwise decrease the obligations of Landlord or any Condominium Board to Tenant or the rights of Tenant under this Lease. Notwithstanding anything to the Redeveloper’s obligation contrary contained herein, until the occurrence of the Condominium Conversion Date, Tenant shall not be obligated to complete and convey comply with or be bound by the applicable Public Garage provisions of the Condominium Documents which Tenant is subject to pursuant to the City and the City’s obligation to deliver payment for such Public Garage. Nothing herein shall restrict the Redeveloper’s ability to create more than one common interest community (as defined in CIOA) on any Project Parcel (including the use provisions of one or more sub-common interest communities with respect to one or more units located in any underlying master common interest community)this Lease.

Condominium. To 43.01 The Building in which the extent Demised Premises are located is subject to that a Public Garage is located on the same Project Parcel as one or more certain (i) Declaration (“Declaration”) establishing condominium ownership of the Buildings Land and the Building erected thereon, comprising the Private ImprovementsMaison Pierre Condominium, made pursuant to Article 9B of the Real Property Law of the State of New York, and either (ii) the By-Laws (“By-Laws”) of such Project Parcel is not capable of being subdivided Condominium appended to locate such Project Garage on said Declaration. The Demised Premises constitute a separate legal lot or the Redeveloper determines not to pursue subdivision portion of the Project Parcel, Commercial Unit which is part of the Redeveloper Condominium. All terms and provisions of this lease shall create a Condominium on such Project Parcel be subject and subordinate to the Declaration and By-Laws and all amendments thereto made in accordance with CIOAthe Declaration and By-Laws. The Declaration and By-Laws and all amendments thereto, pursuant are hereafter collectively called the “Condominium Documents.” Notwithstanding anything to the contrary, Tenant agrees to faithfully observe and comply with the Condominium Documents, other than those provisions pertaining to the payment of Common Charges and special assessments or other sums provided such sums are not payable as the result of an act or omission by Tenant. Tenant shall not perform or suffer any action or other matter which the Public Garage shall if performed or suffered by Landlord would constitute a separate condominium unitviolation, breach or default under the Condominium Documents; provided, however, it is understood and agreed that Tenant may use the Demised Premises for the express uses set forth in this Lease. Redeveloper shall prepare Landlord represents and warrants to Tenant that (i) Landlord has full authority to enter into and consummate this Lease, and has obtained all consents, if any, required by the Condominium Documents; and (ii) Landlord has not received any written notice of a draft of default by Landlord under the Condominium Documents for which has not been cured. Landlord will neither make nor agree to any such Project Parcel for submission termination of, modifications of or amendments to and approval by the City’s Finance Director (after consultation with the City’s Corporation Counsel or outside counsel) within six (6) months following the date on which the Redeveloper is issued a building permit for the Parking Garage to be constructed on such Project Parcel, such approval not to be unreasonably withheld, conditioned or delayed. The Condominium Documents for the applicable Condominium shall be consistent with the terms set forth on Exhibit EE with respect thereto which materially adversely affect Tenant’s rights under this Lease or such other terms as are agreed to by the Redeveloper and the CityTenant’s Finance Director, after consultation with the City’s Corporation Counsel use or outside counsel. The Parties shall cooperate with one another to make such changes to any such draft Condominium Documents as may be necessary or desirable based on the final design and construction occupancy of the Improvements located or to be located on such Project Parcel, the reasonable requirements of lenders making loans on individual units within the Condominium (including any secondary mortgage market requirements). Finalization and recording of the Condominium Declaration (and finalization of the remaining Condominium Documents) shall be a condition precedent to the Redeveloper’s obligation to complete and convey the applicable Public Garage to the City and the City’s obligation to deliver payment for such Public Garage. Nothing herein shall restrict the Redeveloper’s ability to create more than one common interest community (as defined in CIOA) on any Project Parcel (including the use of one or more sub-common interest communities with respect to one or more units located in any underlying master common interest community)Demised Premises.

Condominium. To Borrower shall cause Mortgage Borrower to perform and comply with the extent that a Public Garage is located on 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 has submitted or caused Mortgage Borrower an offering plan and all documents related thereto (as the same Project Parcel as one or more may be amended from time to time, (the -70- “Offering Plan”), for the establishment of a condominium form of ownership of the Buildings comprising Property to the Private ImprovementsNew York State Department of Law for review and acceptance for filing on May 20, 2005 and either such Project Parcel is not capable of being subdivided to locate such Project Garage on a separate legal lot or the Redeveloper determines not to pursue subdivision obtained acceptance for filing of the Project ParcelOffering Plan, as so amended or supplemented as required by Legal Requirements to the Redeveloper shall create a Condominium on such Project Parcel in accordance with CIOANew York State Department of Law, pursuant to which the Public Garage shall constitute a separate condominium unit. Redeveloper shall prepare a draft of the Condominium Documents for any such Project Parcel for submission to and approval by the City’s Finance Director (after consultation with New York State Department of Law on September 2, 2005. Borrower shall submit to Lender all amendments and supplements to the City’s Corporation Counsel or outside counsel) within six (6) months following the date on Offering Plan for approval, which the Redeveloper is issued a building permit for the Parking Garage to be constructed on such Project Parcel, such approval shall not to 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. The If Lender disapproves an amendment, it shall furnish Borrower with a written statement setting forth the reasons for such disapproval. Notwithstanding the foregoing, Lender’s consent shall not be required for price change amendments which increase prices, provided Lender receives notice of any such amendment. (b) Borrower has submitted to Lender for its reasonable approval and Lender has approved the form of contract of sale for the Units (each, a “Contract”) contained in the Offering Plan (which Lender acknowledges shall be subject to non-material changes without Lender’s consent made pursuant to bona fide arms-length negotiations in connection with the sale of Units). (c) Borrower shall cause the Condominium Documents to comply with all applicable Legal Requirements in all material respects. (d) Borrower shall comply and cause compliance with all Legal Requirements in all material respects in connection with the offering and sale of Units and the grant of parking licenses in the Parking Facility. (e) Borrower shall cause Mortgage Borrower to cause any deposits in connection with any Contract to be held in an account maintained with “escrow agent” (as designated under the Offering Plan) (the “Escrow Agent”), or another escrow agent reasonably acceptable to Lender, and shall not permit Mortgage Borrower to withdraw such deposits for any purpose except as expressly provided in the applicable Contract, or in accordance with applicable Legal Requirements or the Condominium Documents. Borrower shall cause Mortgage Borrower to assign its rights therein to Lender pursuant to a form reasonably acceptable to Lender. If requested by Lender and permitted under applicable law, Borrower shall cause Mortgage Borrower to require that such Escrow Agent hold such deposits in an account maintained with Mortgage Lender or an Affiliate of Mortgage Lender. Without limiting the foregoing, Borrower shall not permit Mortgage Borrower to permit the proceeds of any such deposits to be used to pay for construction or other costs related to the Improvements. (f) If the purchaser under any Contract shall default in performance of its obligations thereunder beyond all applicable grace, notice and cure periods and Mortgage Borrower shall retain the deposit thereunder as liquidated damages, then Borrower shall or cause Mortgage Borrower to give prompt notice to Lender of such retention and shall prepay the Mortgage Loan and/or the Mezzanine Loan in accordance with the provisions of Section 4.1.40(i)(iii) of the Building Loan Agreement, commencing at subsection (F) of the waterfall, in an amount equal to such deposit (without any prepayment penalty or fee or Exit Fee and net of expenses incurred by Borrower or Mortgage Borrower in connection with such Contract and the collection of such deposit). (g) Without the prior written consent of Lender (which consent or non-consent Lender shall deliver to Borrower within ten (10) Business Days of request therefor and, with respect to clause (i) only, shall not be unreasonably withheld, conditioned or delayed), Borrower shall not permit Mortgage Borrower to: (i) amend, modify, supplement or terminate any of the Condominium Documents other than an amendment, modification or supplement which merely increases the price of any Unit or combines any two (2) Units into one (1) Unit, but, in any case, Lender shall be consistent given notice of any such amendment, modification or supplement; (ii) sell or offer for sale any Units and/or grant any parking licenses in the Parking Facility except in compliance with the Condominium Documents and all applicable Legal Requirements; (iii) enter into any Contract unless (A) the sale price is payable in full by bank or certified check or wire transfer of immediately available funds at closing, (B) the Offering Plan has been accepted for filing with the New York State Department of Law, (C) such Contract shall require the purchaser to deposit with the Escrow Agent a cash amount equal to not less than ten percent (10%) of the purchase price plus any additional deposits that may be made and shall provide that such amount shall be retained by Borrower as liquidated damages upon default beyond all applicable grace, notice and cure periods by the purchaser of its purchase obligation under such Contract and (D) such Contract shall be subject to no conditions (other than financing contingencies which must be eliminated within ninety (90) days after the date of such Contract in order for it to be considered and as a condition for being considered a Bona Fide Contract) upon the purchaser’s obligation (except for customary title conditions, completion of the Improvements and rights of rescission required by law); (iv) (A) amend, modify or supplement any Contract in any material manner or in any manner which would materially adversely affect Borrower, Lender or the Property, or terminate any Contract (except for default on the part of a purchaser thereto but with prompt notice to Lender), or permit any of the foregoing actions to be taken or (B) release any deposit under any Contract, except in each case, in accordance with the terms set forth on Exhibit EE of such Contract and this Agreement; (v) abandon or materially change its plan for submission of the Property to the condominium form of ownership; (vi) (A) lease any Residential Unit without Lender’s approval in its sole discretion, (B) lease any Commercial Unit or space contained therein without Lender’s approval, which approval shall not be unreasonably withheld, conditioned or delayed or (C) lease or any portion of the Parking Facility without Lender’s approval and, if Lender approves of any such Lease or Leases, Borrower shall, at Lender’s election, enter into a cash management agreement and lock box agreement in form and substance reasonably satisfactory to Lender, with a deposit bank which shall be an Eligible Institution; or (vii) sell or offer for sale more than two (2) Units and grant or offer to grant more than two (2) parking licenses to Affiliates. Any Unit sold and/or parking license granted to an Affiliate shall be at a purchase price or license fee, as applicable, equal to or exceeding the fair market price for such Unit and/or parking license. (viii) Upon payment and satisfaction of the Building Loan, the First Mezzanine Loan and the Senior Loan, Borrower shall have the right to permit Mortgage Borrower to sell Units subject to the following conditions for so long as any portion of the Loan remains outstanding: (A) Borrower shall have fully complied with the provisions of subsections (a) through (d) of this Section 4.1.40; (B) with respect thereto to the sale of any Unit, Mortgage Borrower shall have entered into Bona Fide Sales Contract (under which any and all financing contingencies and any rescission right of purchaser under New York law shall have expired) and with respect to the first sale of a Unit, Mortgage Borrower shall have entered into a Bona Fide Sales Contract with respect to ten (10) Units which Bona Fide Sales Contracts are no longer subject to any right of rescission by operation of law or otherwise in favor of the purchaser thereunder; (C) Lender shall have received a copy of an executed Bona Fide Sales Contract with reference to such Unit; (D) Lender shall have received not less than five (5) Business Days’ prior written notice of the proposed sale accompanied by a pro forma settlement statement signed by Mortgage Borrower and reflecting the projected Gross Sale Proceeds and the projected Net Sale Proceeds; (E) such sale of such Unit shall be pursuant to an approved Bona Fide Sales Contract; (F) the Unit to be sold will constitute one or more tax lots separate and distinct from the tax lot or lots applicable to the remaining portion of the Property; (G) the conveyance to the transferee of such Unit will not violate any applicable zoning or subdivision laws; (H) Lender shall have received in cash or by wire transfer of immediately available funds or by certified or bank check payable to Lender the Net Sale Proceeds for such Unit sold and the Net Sale Proceeds for the grant of any parking license; and (I) So long as Lender has provided notice to Borrower of such requirement at least three (3) days prior to closing, Lender shall have received such other terms documents, certificates, instruments, opinions or assurances as Lender may reasonably request. (ix) Net Sale Proceeds received by Lender under this Section 4.1.40(g)(ix) on a date other than a Monthly Payment Date may be held by Lender as additional collateral for the Loan (and shall earn interest at the rate offered Lender) until the next succeeding Monthly Payment Date at which time such amounts held by Lender (plus any interest earned thereon) shall be applied in accordance with subsection (x) below and shall not be deemed a payment until such time. (x) Amounts received by Lender under this subsection shall be applied (without premium or penalty other than Additional Costs) in the following order of priority; (A) first, to the servicer of the Loan for any 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 agreed to by the Redeveloper due and the City’s Finance Directorpayable, after consultation with the City’s Corporation Counsel or outside counsel. The Parties servicer shall cooperate with one another have sufficient funds to make such changes payments; (C) third, in an amount needed to any such draft Condominium Documents as may be necessary or desirable based on pay Borrower all Lender approved Operating Expenses; (D) fourth, in an amount needed to pay the final design and construction of the Improvements located or to be located on such Project Parcel, the reasonable requirements of lenders making loans on individual units within the Condominium (including any secondary mortgage market requirements). Finalization and recording of the Condominium Declaration (and finalization of the remaining Condominium Documents) shall be a condition precedent to the Redeveloper’s obligation to complete and convey the applicable Public Garage to the City and the City’s obligation to deliver payment for such Public Garage. Nothing herein shall restrict the Redeveloper’s ability to create more than one common interest community (as defined in CIOA) on any Project Parcel (including the use of one or more sub-common interest communities Exit Fee with respect to one or more units located such sales; (E) fifth, to Lender, to be applied to any accrued and unpaid interest currently payable with respect to the Loan on such scheduled payment date; and (F) sixth, to Lender, to be applied to all remaining principal due under the Loan until the same is reduced to zero. Notwithstanding the foregoing, at any time that an Event of Default has occurred and is continuing, Lender may apply sums then present in any underlying master common interest community)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 other Loan Documents, and at law or in equity.

Condominium. The provisions of this Section 4.1.37 shall apply in the event that Borrower elects to convert the Property to a condominium form of ownership: (a) Borrower shall submit to Agent an offering plan, which offering plan and all documents contained therein have been reasonably approved by Agent (the "OFFERING PLAN"), for the establishment of condominium ownership of the Property, prior to Borrower's submitting said Offering Plan to the New York State Department of Law for review and acceptance for filing. To the extent permitted by applicable Legal Requirements, Borrower shall include in the Offering Plan and/or other appropriate Condominium Documents a provision that for the purpose of Section 339-cc of the New York Real Property Law, the specified percentage of unit owners means such percentage in common interest in the aggregate and not such percentage in number of units in the aggregate. Borrower shall, subject to Agent's prior approval (not to be unreasonably withheld or delayed), promptly submit all amendments and supplements to such plan required by Legal Requirements to the New York State Department of Law. Borrower promptly shall obtain acceptance for filing of the Offering Plan, as so amended or supplemented, by the New York State Department of Law. If Agent disapproves an amendment, it shall furnish Borrower with a written statement setting forth the reasons for disapproval. Notwithstanding the foregoing, Agent's consent shall not be required for price change amendments that increase prices or for immaterial or ministerial amendments that are otherwise required by the Department of Law or amendments required to conform to changes in the Condominium Act (including any regulations promulgated thereunder). (b) The form of Qualifying Contract contained in the Offering Plan shall be subject to Agent's approval, which shall not be unreasonably withheld or delayed. If permitted by applicable Legal Requirements, each Qualifying Contract shall provide that it may be terminated by Borrower in the event that a Public Garage is located on the same Project Parcel as one material Casualty (including any Casualty that affects 25% or more of the Buildings comprising Building) shall occur prior to the Private Improvementsclosing of title thereunder. (c) Borrower shall cause the Condominium Documents to comply with all applicable Legal Requirements. (d) Borrower shall comply with all Legal Requirements in connection with the offering and sale of Residential Units. (e) Borrower shall hold or shall cause to be held any deposits in connection with any Qualifying Contract in an account maintained with the escrow agent set forth in the Offering Plan, or another escrow agent reasonably acceptable to Agent, and either shall not withdraw such Project Parcel is not capable of being subdivided to locate such Project Garage on a separate legal lot deposits for any purpose except as expressly provided in the applicable Qualifying Contract, or the Redeveloper determines not to pursue subdivision of the Project Parcel, the Redeveloper shall create a Condominium on such Project Parcel in accordance with CIOA, Legal Requirements or the Condominium Documents. Borrower shall assign its rights therein to Agent pursuant to the Conditional Assignment of Condominium Documents. If permitted under applicable law, Borrower shall designate Agent as the depository bank with respect to escrow agent's holding of such deposits, provided that Agent pays a market rate of interest on such deposits. Without limiting the foregoing, Borrower shall not permit the proceeds of any such deposits to be used to pay for construction or other costs related to the Improvements, except to the extent that such deposit was expressly agreed to be used for additional custom work under the applicable Qualifying Contract subject to compliance with Legal Requirements. (f) If the purchaser under any Qualifying Contract shall default in performance of its obligations thereunder beyond all applicable grace, notice and cure periods and Borrower shall retain the deposit thereunder as liquidated damages, Borrower shall give prompt notice to Agent of such retention and shall prepay the Loan in an amount equal to such deposit (net of collection and brokerage expenses, if any); provided that until such time as Borrower shall have retained the first $140,000,000 of Required Release Prices in accordance with Section 4.1.37(j)(i)(H), Borrower shall have the right to retain such deposits to be applied against Borrower's right to retain the first $140,000,000 of Required Release Prices as hereinafter provided. Borrower shall be required to retain any such deposit in respect of any Qualifying Contract that was necessary in order to satisfy the conditions set forth in Section 2.1.5(b)(ix) or Section 2.1.5(c)(iv). (g) Without the prior written consent of Agent (which the Public Garage shall constitute not be unreasonably withheld), Borrower shall not: (i) prior to a separate condominium unit. Redeveloper shall prepare a draft Condominium Conversion, amend, modify, supplement or terminate any of the Condominium Documents, other than an amendment, modification or supplement which merely increases the price of any Residential Unit or that is otherwise required by the Department of Law or amendments required to conform to changes in the Condominium Act (including any regulations promulgated thereunder), but, in any case, Agent shall be given notice of any such amendment, modification or supplement and shall not vote its shares to do any of the foregoing after a Condominium Conversion without such consent and notice; (ii) sell or offer for sale any Residential Units except in compliance with the Condominium Documents and all applicable Legal Requirements; (iii) enter into any contract for the sale of any Residential Unit unless (A) the same is a bona fide, unconditional (subject to clause (G) of this paragraph) contract in the form included in the Offering Plan with such changes to such form as may be negotiated by Borrower in good faith and on an arm's length basis, provided that such changes shall not contravene any of the requirements provided for in this Agreement for such contract to qualify as a Qualifying Contract or otherwise materially adversely affect Agent or Lenders, (B) the purchaser thereunder is not an affiliate of Borrower except as otherwise permitted under Section 4.1.37(g)(vi), (C) the sale price is greater than or equal to the Minimum Release Price, (D) the sale price is payable in full by bank or certified check or wire transfer of immediately available funds at closing, (E) the Offering Plan has been accepted for filing with the New York State Department of Law, (F) the purchaser under be required to deposit with the escrow agent under the Offering Plan a cash amount equal to not less than ten percent (10%) of the purchase price (or a letter of credit in such amount) and such contract 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 (G) such contract shall be subject to no conditions (other than financing contingencies and completion of construction) upon the purchaser's obligation (except for customary title conditions and Legal Requirements, including rights of rescission required by law); (iv) (A) amend, modify or supplement any Qualifying Contract in any material manner or in any manner which would materially adversely affect Borrower, Agent, Lenders or the Property, or terminate any Qualifying Contract (except for default on the part of a purchaser thereto but with prompt notice to Agent), or permit any of the foregoing actions to be taken or (B) release any deposit under any Qualifying Contract, except in each case, in accordance with the terms of such Qualifying Contract and this Agreement or as otherwise required by Legal Requirements or the Department of Law or amendments required to conform to changes in the Condominium Act (including any regulations promulgated thereunder); (v) declare the Offering Plan effective before Borrower has entered into Qualifying Contracts for at least 25% percent of the Residential Units (which, for purposes hereof, shall not include contracts of sale with Vornado or any other Affiliate of Borrower unless Agent shall have consented thereto) or abandon or materially change its plan for submission of the Property to the condominium form of ownership except that to the extent permitted by Legal Requirements, if requested to by Agent, Borrower shall terminate, rescind and take such steps as shall be necessary to unwind the Condominium Conversion with respect to the Property if prior to the sale of the first Residential Unit, a Casualty occurs, the Bloomberg Lease terminates by reason of such Casualty and pursuant to the Condominium Act the Building is nevertheless required to be restored; or (vi) enter into any contract for sale of any Residential Units to Vornado or any other Affiliate of Borrower unless (A) such contract would otherwise qualify as a Qualifying Contract, and (B) such contracts are on market arms-length terms; except that (I) for the purposes of Sections 2.1.5(b) and (c) not more than 10% of the Qualifying Contracts or Required Release Prices shall be or relate to contracts with Vornado or any other Affiliate of Borrower or Vornado and (II) the requirements of clause (B) shall not apply with respect to up to 10% of the Residential Units provided the Minimum Release Price for any such affiliated contract that is not on market arms-length terms shall equal $800 per square foot of space in the applicable Residential Unit. (h) Agent shall, on Borrower's written request, contemporaneously with Agent's release of the first Residential Unit from the liens of the Mortgage, subordinate the lien of the Building Loan Mortgage, Supplemental Loan Mortgage and the Project Parcel for submission Loan Mortgage to and approval by the City’s Finance Director (after consultation with the City’s Corporation Counsel or outside counsel) within six (6) months following the date on which the Redeveloper is issued a building permit declaration of condominium for the Parking Garage Land and Improvements and shall execute the appropriate instruments (reasonably satisfactory in all respects to Agent) in recordable form to effect such subordination, upon the satisfaction of the conditions enumerated below (so that after giving effect to the filing of such subordination, the Mortgage constitutes a lien only on the applicable Residential Units and the corresponding interests in the common elements). Notwithstanding the foregoing, Agent shall subordinate the liens of the Mortgage to such declaration of condominium at such earlier time, if any, that Borrower is required to file the declaration of condominium pursuant to the Bloomberg Lease, provided that each of the "Commencement Dates" under (and as defined in) the Bloomberg Lease shall already have occurred and provided further that Borrower agrees that until the sale of the first Residential Unit, Agent's and Lenders' rights under this Agreement, including, without limitation, under Article V of this Agreement shall not be constructed on impaired by such Project Parcel, such approval earlier filing. (i) Agent shall have received and approved (not to be unreasonably withheld, conditioned or delayed. The ) in all respects the Condominium Documents (to the extent not previously approved in writing by Agent) which shall be in proper form for recording or filing, as necessary, in the appropriate offices; (ii) the title policy or policies insuring the Building Loan Mortgage, Supplemental Loan Mortgage and the Project Loan Mortgage shall have been endorsed to provide affirmative insurance, to the effect that the Property constitutes a condominium validly created under the Condominium Act and Agent shall have received such endorsement' from the Title Company; (iii) Borrower shall have duly executed and delivered, or caused to be duly executed and delivered, to Agent (a) a conditional assignment of Borrower's or the declarant's (if the declarant under the applicable Condominium Documents is other than Borrower) rights under the Condominium Documents ("CONDITIONAL ASSIGNMENT OF CONDOMINIUM DOCUMENTS") in the form of SCHEDULE XXIV, (b) conditional resignations of the officers and members of the board of directors of the applicable condominium association who have been appointed or elected by Borrower or any Affiliate of Borrower in the form of SCHEDULE XXV and (c) a letter from the person (if other than Agent) who, pursuant to the Offering Plan, shall hold the deposits in escrow under any contract of sale of any Residential Units in the form of SCHEDULE XXVI; (iv) Agent shall have received an opinion (upon which Agent and Lenders and their respective successors and assigns may rely) from counsel reasonably satisfactory to Agent to the effect that (A) the Condominium Documents satisfy all applicable requirements of Governmental Authorities and have been duly executed, (B) all requirements of any applicable statute, rule or ordinance relating to the formation of the condominium have been duly satisfied and, assuming the recording of the declaration of condominium and the subordination of the Building Loan Mortgage, Supplemental Loan Mortgage and Project Loan Mortgage to the declaration of condominium, the condominium has been duly and validly created and is existing in full force and effect and no filing, registration or other compliance with any federal or state securities law or other Legal Requirement will be required in connection with the sale of Residential Units in New York State, or if such filing is necessary, that the applicable Legal Requirement governing the same has been fully complied with and (C) the assignment, resignations and agreements referred to in clause (iii) of this subsection have each been duly authorized, executed and delivered by the respective parties thereto and are enforceable against said parties in accordance with their respective terms (the form of opinion attached hereto as SCHEDULE XXIX is acceptable to Agent); (v) the Offering Plan for the condominium (A) has been accepted by all Governmental Authorities whose acceptance is required under any Legal Requirements, and (B) has become effective; and (vi) the condominium association which shall be consistent with the terms set forth on Exhibit EE with respect thereto or such other terms as are agreed to created by the Redeveloper and the City’s Finance Director, after consultation with the City’s Corporation Counsel or outside counsel. The Parties shall cooperate with one another to make such changes to any such draft Condominium Documents shall have furnished to Agent, at no cost or expense to Agent, a blanket fire insurance policy with extended coverage naming Agent, said condominium association, and purchasers of each Residential Unit, as their respective interests may be necessary or desirable based on appear, as the final design and construction insureds, covering all of the Improvements located or for the full replacement value (other than foundations); said fire insurance shall at all times be an amount equal to be located on such Project Parcel, the reasonable requirements of lenders making loans on individual units within the Condominium (including any secondary mortgage market requirements). Finalization and recording 100% of the Condominium Declaration (and finalization insurable value of the remaining Condominium DocumentsImprovements (other than foundations) and shall be a condition precedent to the Redeveloper’s obligation to complete and convey otherwise comply with the applicable Public Garage to the City conditions contained in Article V of this Agreement and the City’s obligation to deliver payment for such Public Garage. Nothing herein shall restrict the Redeveloper’s ability to create more than one common interest community (as defined in CIOA) on any Project Parcel (including the use of one or more sub-common interest communities with respect to one or more units located in any underlying master common interest community)other Building Loan Documents.

Condominium. To the extent that a Public Garage is located on the same Project Parcel as one or more The provisions of this Section 4.1.37 shall apply in connection with Mortgage Borrowers’ conversion of the Buildings comprising Property to a condominium regime of ownership. (a) Borrowers shall, subject in all events to the Private Improvementsterms and conditions of this Agreement, and either such Project Parcel is not capable cause Mortgage Borrowers convert the Property to a condominium form of being subdivided to locate such Project Garage on a separate legal lot or the Redeveloper determines not to pursue subdivision of the Project Parcel, the Redeveloper shall create a Condominium on such Project Parcel ownership in accordance with CIOAall applicable Legal Requirements, pursuant including, without limitation, the Condominium Act, and shall cause Mortgage Borrowers to which record or file, as appropriate and to the Public Garage shall constitute extent required by applicable law, all Condominium Documents and obtain all approvals of Governmental Authorities necessary in order to (i) subject the Property to a separate condominium unit. Redeveloper shall prepare Condominium regime, (ii) create a draft total of approximately ninety-five (95) individual Residential Units (subject to adjustment in accordance with Section 4.1.25 hereof) and two Commercial Units, and (iii) commence the sale of the Condominium Documents for any such Project Parcel for submission to and approval by Units, as provided herein. Borrowers represent that Mortgage Borrowers have heretofore submitted an offering plan (the City’s Finance Director (after consultation with the City’s Corporation Counsel or outside counsel“Offering Plan”) within six (6) months following the date on which the Redeveloper is issued a building permit for the Parking Garage establishment of condominium form of ownership of the Property to be constructed on the New York State Department of Law for review and acceptance for filing. Borrowers acknowledge that, notwithstanding such Project Parcelsubmission of the Offering Plan, such the same remains subject to Lender’s approval. Borrowers shall, subject to Lender’s prior approval (which approval shall not to be unreasonably withheld, conditioned or delayed), cause Mortgage Borrowers to promptly submit all amendments and supplements to such Offering Plan required by Legal Requirements to the New York State Department of Law. Borrowers shall cause Mortgage Borrowers to obtain Condominium Approval, as so amended or supplemented (and specifically including the Specified Amendments, as hereinafter defined), by the New York State Department of Law no later than November 9, 2007. If Lender disapproves an amendment, Lender shall furnish Borrowers with a written statement setting forth the reasons for such disapproval. Notwithstanding the foregoing, Lender’s consent shall not be required for price change amendments which increase prices, provided Lender receives notice of any such amendment. If Borrowers shall not, on or before August 1, 2007 (the “Condominium Approval Date”), have caused the Mortgage Borrowers to have made, and obtained the approval of the New York State Department of Law for, the amendments to the Offering Plan listed in Schedule III attached to the Project Loan Agreement (such amendments, as confirmed in writing by Lender to be satisfactory to Lender and as approved by the New York State Department of Law, the “Specified Amendments”), then Borrowers shall pay to Lender on the Condominium Approval Date, a fee in an amount equal to one-quarter of one percent (0.25%) of the then outstanding principal balance of the Loan. On each 90-day anniversary of the Condominium Approval Date (i.e., quarterly thereafter), if the Specified Amendments have not been made on or before each of such dates, Borrowers shall pay to Lender a fee in an amount equal to one-half of one percent (0.50%) of the then outstanding principal balance of the Loan on each of such dates (any such fee, a “Non-Approval Fee”). The Non-Approval Fees paid to Lender pursuant to this Section 4.1.37(a) shall be deemed earned by Lender and shall be non-refundable and shall not be deemed to be in payment of the outstanding principal balance of the Loan. (b) Borrowers shall submit or cause to be submitted to Lender for its reasonable approval the form of contract of sale for the Units and Storage Spaces (each, a “Contract”) contained in the Offering Plan. (c) Borrowers shall cause the Condominium Documents to comply with all applicable Legal Requirements. (d) Borrowers shall cause the Mortgage Borrower comply with all Legal Requirements in connection with the offering and sale of Units, including, without limitation, the ▇▇▇▇▇▇▇▇-▇▇▇▇ Warranty Act, the Federal Reserve Board Regulations “B” (Equal Credit Opportunity Act) and “Z” (Truth-in-Lending), the Interstate Land Sales Full Disclosure Act and the Department of Housing and Urban Development Regulation “X” (RESPA), and any requirement for such Unit to have a certificate of occupancy (or such equivalent certificate as may be issued by the jurisdiction in which the Property is located). (e) Borrowers shall cause Mortgage Borrowers to cause any deposits in connection with any Contract to be held in an account maintained at an Eligible Institution selected by Mortgage Loan Agent and reasonably acceptable to Mortgage Borrowers by the “escrow agent” (as designated under the Offering Plan) (the “Escrow Agent”), or another escrow agent reasonably acceptable to Lender, and shall not permit Mortgage Borrowers to withdraw such deposits for any purpose except as expressly provided in the applicable Contract or in accordance with Legal Requirements or the Condominium Documents. Without limiting the foregoing, Borrowers shall not permit Mortgage Borrower to withdraw the proceeds of any such deposits to be used to pay for construction or other costs related to the Improvements. (f) If the purchaser under any Contract shall default in performance of its obligations thereunder beyond all applicable grace, notice and cure periods and Mortgage Borrowers shall retain the deposit thereunder as liquidated damages, then Borrowers shall give prompt notice to Lender of such retention and shall prepay the Loan, the Mortgage Loans and the Second Mezzanine Loan in the manner set forth in Section 2.4.2(a) of the Building Loan Agreement. (g) Without the prior written consent of Lender (which consent or denial Lender shall deliver to Borrowers within fifteen (15) Business Days after request therefor), Borrowers shall not and shall not cause or permit Mortgage Borrowers to: (i) amend, modify, supplement or terminate any of the Condominium Documents other than an amendment, modification or supplement which merely increases the price of any Unit or combines any two (2) Units into one (1) Unit (without decreasing the aggregate sales price therefor), but, in any case, Lender shall be given notice of any such amendment, modification or supplement; (ii) exercise any right it may have to vote for (A) the expenditure of Proceeds for the Restoration of all or any portion of the Property, (B) any additions or improvements to the common elements of the condominium established on the Property except to the extent such additions or improvements are required by law or are contemplated as part of the Project Improvements, or (C) any borrowing on behalf of the condominium association established under the any Condominium Documents; (iii) sell or offer for sale any Units except in compliance with the Condominium Documents and all applicable Condominium Legal Requirements; (iv) enter into any Contract unless (A) the same is a bona fide, contract in the form included in the Offering Plan, (B) the purchaser thereunder is an unaffiliated third party, (C) the sale price is greater than or equal to the Minimum Sale Price for such Unit and related Storage Space, if applicable, (D) the sale price is payable in full by bank or certified check or wire transfer of immediately available funds at closing, (E) the Offering Plan has been accepted for filing with the New York State Department of Law and the Specified Amendments have occurred, (F) such Contract shall require the purchaser to deposit with the Escrow Agent a cash amount equal to not less than ten percent (10%) of the purchase price and shall provide that such amount shall be consistent retained by Mortgage Borrowers as liquidated damages upon default beyond all applicable grace, notice and cure periods by the purchaser of its purchase obligation under such Contract, and (G) such Contract shall be subject to no conditions upon the purchaser’s obligation (except for customary title conditions, Completion of the Improvements, rights of rescission required by law and financing contingencies which must be eliminated within ninety (90) days after the date of such Contract in order for such Contract to be considered a Bona Fide Sales Contract); (v) enter into a Contract for more than two (2) Residential Units to the same purchaser; (vi) convey any Units to any condominium association established under the Condominium Documents; (vii) (A) amend, modify or supplement any Contract in any material manner or in any manner which would materially adversely affect Borrowers, Lender or the Property, or terminate any Contract (except for default on the part of a purchaser thereto but with prompt written notice to Lender), or permit any of the foregoing actions to be taken, or (B) release any deposit under any Contract, except in each case, in accordance with the terms set forth of such Contract and this Agreement; or (viii) abandon or materially change its plan for submission of the Property to the condominium form of ownership. (h) Borrower shall not permit Mortgage Borrower to record any Declaration of Condominium for the Land and the Improvements without the prior written approval of Lender. Provided that no Event of Default has occurred and is continuing under this Agreement, Lender shall, on Exhibit EE Borrowers’ written request, contemporaneously with respect thereto Lender’s consent to the release of the first Unit from the liens of the Mortgages as provided in Section 4.1.37(i) below, consent to the recording of the Declaration of Condominium for the Land and the Improvements, which Declaration shall be reasonably satisfactory in all respects to Lender, provided that each of the conditions enumerated below has first been satisfied: (i) Lender shall have received and approved in all respects the Condominium Documents (to the extent not previously approved in writing by Lender), which shall be in proper form for recording or filing, as necessary, in the appropriate offices; (ii) Lender shall have received an opinion (upon which Lender and its successors and assigns may rely and subject to customary assumptions and qualifications) from counsel reasonably satisfactory to Lender to the effect that (A) the Condominium Documents satisfy all applicable requirements of Governmental Authorities and have been duly executed, (B) all requirements of any applicable statute, rule or ordinance relating to the formation of the condominium have been duly satisfied and, assuming the recording of the Declaration of Condominium and the subordination of the Building Loan Mortgage, the Acquisition Loan Mortgage and Project Loan Mortgage to the Declaration of Condominium, the condominium has been duly and validly created and is existing in full force and effect and no filing, registration or other compliance with any federal or state securities law or other Legal Requirement will be required in connection with the sale of Units in New York State, or if such other terms as are agreed filing is necessary, that the applicable Legal Requirement governing the same has been fully complied with, and (C) the assignment, resignations and agreements referred to in clause (iv) of this subsection have each been duly authorized, executed and delivered by the Redeveloper respective parties thereto and are enforceable against said parties in accordance with their respective terms; (iii) the City’s Finance DirectorOffering Plan for the condominium (A) shall have been approved by all Governmental Authorities whose approval is required under any Legal Requirements, after consultation with (B) shall have been accepted for filing by the City’s Corporation Counsel or outside counsel. The Parties Attorney General of the State of New York, and (C) upon the recordation of the Declaration of Condominium, shall cooperate with one another to make such changes to any such draft become effective; (iv) the condominium association under the Condominium Documents shall have been formed and shall have furnished to Lender, at no cost or expense to Lender, a blanket fire insurance policy with extended coverage naming Lender, said condominium association, and purchasers of each Unit, as their respective interests may be necessary or desirable based on appear, as the final design and construction insureds, covering all of the Improvements located or for the full replacement value (other than foundations); which fire insurance shall at all times be an amount equal to be located on 100% of the insurable value of the Improvements (other than foundations) and shall otherwise comply with the applicable conditions contained in Article 5 of this Agreement and the other Building Loan Documents; and (v) Mortgage Loan Agent shall have agreed to subordinate the lien of the Building Loan Mortgage, the Project Loan Mortgage and the Acquisition Loan Mortgage to the Declaration of Condominium and the Second Mezzanine Lender has consented to such Project Parcelrecording (to the extent such consent is required under the Second Mezzanine Loan Documents). All expenses actually incurred by Lender with respect to the foregoing, including, without limitation, the reasonable requirements fees and disbursements of lenders making loans Lender’s counsel, shall be paid by Borrowers on individual units within the Condominium demand. (including any secondary mortgage market requirements). Finalization i) Provided that no Event of Default has occurred and recording is continuing under this Agreement, Borrower may permit Mortgage Borrower to sell and transfer one or more Residential Units and related Storage Spaces (a “Unit Sale”) upon satisfaction of each of the Condominium Declaration following conditions: (A) Borrowers and finalization Mortgage Borrowers shall have fully complied with the provisions of subsections (a) through (h) of this Section 4.1.37; (B) Mortgage Borrowers shall have entered into Bona Fide Sales Contracts (under which any and all financing contingencies have expired) for the sale of not less than twenty-five percent (25%) of the saleable square footage of all Residential Units (as such square footage is described in the Offering Plan); (C) Lender shall have received a copy of 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 Unit Sale, accompanied by a pro forma settlement statement signed by Mortgage Borrowers and reflecting the Gross Sale Proceeds, the Net Sale Proceeds and the Required Release Price; (E) the sale of such Unit and related Storage Space, if applicable, shall be pursuant to an approved Bona Fide Sales Contract; (F) If the Mortgage Loans have not been paid in full, Mortgage Loan Agent shall have released the Lien of the Building Loan Mortgage, the Acquisition Loan Mortgage and Project Loan Mortgage in accordance with the provisions of the Mortgage Loan Documents and Second Mezzanine Borrower shall have satisfied all conditions applicable to such sale in accordance with the provisions of the Second Mezzanine Loan Documents; (G) the Unit to be sold will constitute one or more tax lots separate and distinct from the tax lot or lots applicable to the remaining Condominium Documentsportion of the Property; (H) neither the release from the liens of the Building Loan Mortgage, the Acquisition Loan Mortgage and Project Loan Mortgage, nor the conveyance to the transferee of such Unit will violate any applicable zoning or subdivision laws; (I) Mortgage Loan Agent (or after the Mortgage Loans shall have been paid in full, Second Mezzanine Lender and Lender, and after the Second Mezzanine Loan shall have been paid in full, Lender) shall have received in cash or by wire transfer of immediately available funds or by certified or bank check payable to Mortgage Lender the Required Release Price (or Second Mezzanine Lender and Lender shall have received their respective pro rata shares of the Required Release Price, as applicable, or after the principal balance of the Mortgage Loans, the Second Mezzanine Loan other than the Exit Fee and the Additional Appreciation Interest) and the Loan have been paid in full, as provide in subsection (N) below; (J) Lender shall have received such other documents, certificates, instruments, opinions or assurances as Lender may reasonably request; (K) All expenses incurred by Lender with respect to Unit/Storage Space sales and releases (including, without limitation, the reasonable fees and disbursements of Lender’s counsel) shall be a condition precedent to paid by Borrowers on demand; (L) If Lender’s Pro Rata Share of the Redeveloper’s obligation to complete and convey the applicable Public Garage to the City and the City’s obligation to deliver payment for such Public Garage. Nothing herein shall restrict the Redeveloper’s ability to create more than one common interest community (as defined in CIOARequired Release Price is received by Lender under this Section 4.1.37(i) on a date other than a Monthly Payment Date, Lender’s Pro Rata Share of the Required Release Price may be held by Lender as additional collateral for the Loan (and shall earn interest at the rate offered Lender) until the next succeeding Monthly Payment Date, at which time such amounts held by Lender (plus any Project Parcel (including the use of one or more sub-common interest communities with respect to one or more units located in any underlying master common interest community).