Common use of Condominium Declaration Clause in Contracts

Condominium Declaration. If (i) Seller or Owner receive a written notice of a default under the Condominium Declaration prior to Closing or (ii) the Condominium Estoppel reveals any defaults under the Condominium Declaration, then Seller shall notify Purchaser thereof in writing and either Seller or Purchaser, each in its sole discretion, may elect to adjourn the Scheduled Closing Date from time to time for up to one hundred eighty (180) days in the aggregate, during which period Seller shall use commercially reasonable efforts to cure such alleged default, such cure to be at Seller’s sole cost and expense. If after the expiration of such one hundred eighty (180) day period, Seller has not cured such alleged default, Purchaser may elect to terminate this Agreement upon thirty (30) days prior written notice and receive a full refund of the Deposit and Interest accrued thereon and reimbursement from Seller up to an amount not to exceed [ ] ($[ ]), for the reasonable costs and expenses actually incurred by Purchaser in connection with Purchaser’s negotiation and execution of this Agreement and due diligence with respect to the Property; provided, however, that if such default has been cured within such thirty (30) day period, Purchaser’s election to terminate shall be null and void. Seller shall give Purchaser at least ten (10) days prior written notice of the new Scheduled Closing Date pursuant to this Section 8.10. Any default under the Condominium Declaration shall be deemed cured if Seller shall obtain a replacement Condominium Estoppel which shall not contain any exception relating to such default. Any matter which is the subject of an alleged default under the Condominium Declaration and subject to cure under this Section 8.10 shall not constitute a breach of any representation hereunder until such time as Seller is no longer entitled to cure the same.] [if applicable]

Condominium Declaration. If (a) Borrower shall comply with all material terms, conditions and covenants of the Condominium Declaration and all by-laws, rules and regulations promulgated or otherwise existing with respect to the Condominium Regime (collectively, the “Condominium Rules”) as those are in force and effect. (b) Borrower shall not, without Administrative Agent’s prior written consent (not to be unreasonably withheld), modify, amend, supplement or in any other manner change the terms, conditions and covenants of the Condominium Declaration or the Condominium Rules in any material respect, nor waive or consent to the waiver of any enforcement of the provisions thereof with respect to another unit owner. (c) Borrower shall promptly deliver to Administrative Agent a true and full copy of each and every written notice of default or notice requiring the performance of any act by Borrower received by Borrower with respect to any obligation of Borrower under the provisions of the Condominium Declaration or the Condominium Rules. (d) Borrower shall not, except with the prior written consent of Administrative Agent, (i) Seller institute any action or Owner receive a written notice proceeding for partition of a default under the Condominium Regime; (ii) vote for or consent to any modification of, amendment to or relaxation in the enforcement of any provision of the Condominium Declaration prior or the Condominium Rules; (iii) in the event of damage to Closing or destruction of the Property, vote in opposition to a motion to repair, restore, or rebuild; or (iiiv) notwithstanding anything contained in the Declaration or Condominium Rules to the contrary, subdivide any of the Condominium Estoppel reveals any defaults Units. (e) In each and every case in which, under the provisions of the Condominium DeclarationDeclaration or the Condominium Rules, then Seller the consent or the vote of the owners of Condominium Units is required, Borrower shall notify Purchaser thereof not vote or give such consent so as to impair the lien of the Security Instrument or the security therefor without, in writing each and either Seller every case, the prior written consent of Administrative Agent. (f) Borrower shall promptly pay, as the same become due and payable, all common charges or Purchaserother payments for maintenance and reserve funds and all assessments as required by the Condominium Declaration or the Condominium Rules or any resolutions adopted pursuant thereto, each in its sole discretionand shall promptly upon demand deliver to Administrative Agent receipts for all such payments. In the event that Borrower fails to make such payments as the same become due and payable, Administrative Agent may elect to adjourn the Scheduled Closing Date from time to time for up at its option, but without any obligation to one hundred eighty do so and only after five (1805) days in the aggregate, during which period Seller shall use commercially reasonable efforts to cure such alleged default, such cure to be at Seller’s sole cost and expense. If after the expiration of such one hundred eighty (180) day period, Seller has not cured such alleged default, Purchaser may elect to terminate this Agreement upon thirty (30) days prior Business Days’ written notice to Borrower of its intent to do so, make such payments, and receive a full refund of the Deposit and Interest accrued thereon and reimbursement from Seller up to an amount not to exceed [ ] ($[ ]), for the reasonable costs and expenses actually incurred by Purchaser in connection with Purchaser’s negotiation and execution of this Agreement and due diligence with respect same shall be added to the Propertydebt secured by the Loan Documents, and shall bear interest until repaid at the Default Rate; provided, however, that if the failure of Borrower to make any such default has been cured within payment or to exhibit such thirty receipts shall, at the election of Administrative Agent constitute an Event of Default. (30g) day period, Purchaser’s election to terminate shall be null and void. Seller shall give Purchaser at least ten (10) days prior written notice In the event of the new Scheduled Closing Date pursuant failure of Borrower to this Section 8.10. Any default perform any of its obligations relating to the Property under the Condominium Declaration or Condominium Rules within a period of five (5) Business Days (unless the Condominium Board requires sooner performance) after notice from the Condominium Board or from Administrative Agent of such failure, or in the case of any such default which cannot with due diligence be cured or remedied within such period, if Borrower fails to proceed promptly after such notice to cure or remedy the same with due diligence, then in any such case, Administrative Agent may from time to time at its option, but without any obligation so to do, cure or remedy any such default of Borrower (Borrower hereby authorizing Administrative Agent to enter upon the Property as may be necessary for such purposes), and all sums expended by Administrative Agent for such purposes, including reasonable counsel fees, shall be deemed cured if Seller added to the debt secured by the Loan Documents, shall obtain a replacement Condominium Estoppel become due and payable on demand and shall bear interest until repaid at the Default Rate and shall be added to the indebtedness secured by the Loan Documents; provided, however, that the failure of Borrower to cure or remedy such default within such five (5) Business Day period, or, in the case in which shall such cannot contain any exception relating be kept or performed within such five (5) Business Day period, provided Borrower has commenced to cure such default. Any matter which default and is diligently pursuing same to completion, such additional time as is needed to so complete, shall, at the subject election of Administrative Agent, not constitute an alleged default under Event of Default. (h) Subject to all Legal Requirements, the terms of the Condominium Declaration and subject the Condominium Rules, from and after the occurrence and during the continuance of an Event of Default, Administrative Agent shall have the right to cure require that any members (or representatives) of the Condominium Board or any other condominium or owners association created under the Condominium Regime and any officers thereof, that are in each case elected (or appointed) by Borrower tender their written resignation and Administrative Agent shall have the right to replace such members or representatives with persons elected or appointed by Administrative Agent. Further, Borrower shall cooperate with Administrative Agent in all respects to replace said members and officers elected or appointed by Borrower with members and officers of Administrative Agent’s choosing. (i) Borrower shall, at the option of Administrative Agent exercisable at any time during the existence of an Event of Default hereunder, pay to Administrative Agent at the time of each payment of an installment of interest under the Notes, an additional amount sufficient to discharge the obligations under clause (f) when they become due. The determination of the amount so payable and of the fractional part thereof to be deposited with Administrative Agent, so that the aggregate of such deposits shall be sufficient for this Section 8.10 purpose, shall not constitute a breach be made by Administrative Agent in its sole discretion. Such amounts shall be held by Administrative Agent without interest and applied to the payment of the obligations in respect of which such amounts were deposited or, at Administrative Agent’s option, to the payment of said obligations in such order or priority as Administrative Agent shall determine, on or before the respective dates on which the same or any of them would become delinquent. If one month prior to the due date of any representation hereunder until of the aforementioned obligations the amounts then on deposit therefor shall be insufficient for the payment of such time as Seller is no longer entitled obligation in full, Borrower shall, within five (5) Business Days after demand, deposit the amount of the deficiency with Administrative Agent. Nothing herein contained shall be deemed to cure affect any right or remedy of Administrative Agent under any provisions of this Agreement or any of the sameLoan Documents or of any statute or rule of law to pay any such amount and to add the amount so paid, together with interest at the Default Rate, to the Obligations secured by the Loan Documents.] [if applicable]

Condominium Declaration. If (a) Borrower shall use all commercially reasonable efforts to cause the Condominium Association and the owner of the "Office Unit" (as defined in the Condominium Documents) (i) Seller to keep the Common Elements insured (or Owner receive shall maintain such insurance on behalf of the Condominium) as required pursuant to the Condominium Documents and (ii) in accordance with the Insurance Trustee Requirements, to deliver any insurance proceeds payable to Borrower to Lender. (b) Borrower shall observe and perform in all material respects each and every term to be observed by Borrower pursuant to the terms of the Condominium Documents. (c) Borrower shall promptly deliver to Lender a written notice true, correct and complete copy of a default all notices of default, notices of casualty (or condemnation) received by Borrower with respect to any obligation or duty of Borrower under the Condominium Declaration Documents. (d) Borrower shall deliver copies of each annual Condominium Association budget within thirty (30) days after approval by the Board of Directors. (e) Borrower shall not, except with the prior written consent of Lender (i) institute any action or proceeding for partition of the Property or the Common Elements or the regime created with respect to Closing or (ii) the Condominium Estoppel reveals any defaults Property under the Condominium Declaration, then Seller shall notify Purchaser thereof in writing and either Seller (ii) vote for or Purchaserconsent to any modification of, each in its sole discretion, may elect amendment to adjourn the Scheduled Closing Date from time to time for up to one hundred eighty (180) days or relaxation in the aggregateenforcement of the Condominium Documents, during or (iii) in the event of damage to or destruction of the Condominium Property or the Common Elements, vote in opposition to a motion to repair, restore or rebuild the Condominium Property, the Common Elements. (f) Borrower shall not, without the prior written consent of Lender, which period Seller consent shall not be unreasonably withheld or delayed: (i) materially modify, change, supplement, alter or amend the Condominium Documents or waive or release any of its right and remedies under the Condominium Documents or (ii) take any material action with respect to the Condominium. Any agreement whereby the Condominium Declaration is terminated or the Property is withdrawn therefrom (and a replacement Condominium Declaration approved by Lender is not simultaneously recorded) shall be deemed a sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer prohibited under the Loan Documents and shall constitute an Event of Default. (g) At no time shall Borrower directly or indirectly consent to the Condominium Association's incurrence of Indebtedness. (h) At all times prior to the earlier of (a) the Release Date or (b) expiration of the Term, Borrower shall use commercially reasonable efforts at all times during the Term to cure such alleged default, such cure obtain the Board of Director's designation of Lender as the "Insurance Trustee" (as defined in the Condominium Declaration) with respect to be at Seller’s sole cost and expense. If after the expiration of such one hundred eighty (180) day period, Seller has not cured such alleged default, Purchaser may elect to terminate this Agreement upon thirty (30) days prior written notice and receive a full refund of the Deposit and Interest accrued thereon and reimbursement from Seller up to an amount not to exceed [ ] ($[ ]), for the reasonable costs and expenses actually incurred by Purchaser in connection with Purchaser’s negotiation and execution of this Agreement and due diligence any Net Proceeds received with respect to the Property; provided, however, Hotel Unit provided the Lender consents to a similar designation of any mortgagee with respect to the Office Unit. At no time shall Borrower (or any Board member appointed by or on behalf of Borrower) directly or indirectly vote or refrain from voting such that if such default has been cured within such thirty (30) day period, Purchaser’s election to terminate shall be null and void. Seller shall give Purchaser at least ten (10) days prior a party other than Lender is designated as the Insurance Trustee for the Hotel Unit without the express written notice consent of the new Scheduled Closing Date pursuant to this Section 8.10. Any default under the Condominium Declaration shall be deemed cured if Seller shall obtain a replacement Condominium Estoppel which shall not contain any exception relating to such default. Any matter which is the subject of an alleged default under the Condominium Declaration and subject to cure under this Section 8.10 shall not constitute a breach of any representation hereunder until such time as Seller is no longer entitled to cure the sameLender.] [if applicable]

Condominium Declaration. If Seller and Purchaser shall jointly cause the Board of Managers to execute and deliver an Agreement by and among Purchaser, the Condominium (iacting through the Board of Managers), Seller and Citigroup in the form of EXHIBIT P attached hereto pursuant to the provisions of which the Purchaser and the Condominium (acting through the Board of Managers) Seller shall agree as follows: at all times when the Citi Office Lease is in effect, the Building shall be owned in the condominium form of ownership; at all times when the Citi Office Lease is in effect, there shall in no event or Owner receive under any circumstances be any subdivision of Unit 2; at all times when the Citi Office Lease is in effect, there shall in no event be more than three subdivisions of Unit 1 into separate condominium units; at all times when the Citi Office Lease is in effect, all condominium units into which Unit 1 may be subdivided shall at all times be either directly or indirectly owned and controlled by a written notice single entity, it being agreed by the parties hereto that ownership of any such subdivided condominium unit by an "exchange accommodation title holder" or a "qualified intermediary" in connection with a tax deferred exchange under Section 1031 of the Internal Revenue Code entered into by the owner of Unit 1 or the condominium units into which Unit 1 has been subdivided in accordance with the provisions of Section 5.9(c) shall not constitute a violation of this subsection (d), provided that at the conclusion of such tax deferred exchange (i.e., the transfer of such subdivided condominium unit by such "exchange accommodation title holder" or "qualified intermediary" to the ultimate purchaser thereof) such subdivided condominium unit and all of the other condominium units into which Unit 1 has been so subdivided are either directly or indirectly owned and controlled by a single entity; at all times when the Citi Office Lease is in effect, there shall in no event or under any circumstance be any reallocation of space between or among any of Xxxx 0, Xxxx 0 or any other condominium unit into which Unit 1 has been subdivided in accordance with the provisions of this Section; at all times when the Citi Office Lease is in effect, the tenant under the Citi Office Lease shall at all times be entitled to have a representative present at all meetings of the Board of Managers and shall be entitled to present its views on any and all matters before the Board of Managers; at all times when the Citi Office Lease is in effect, notwithstanding any sale, transfer or conveyance (whether voluntary, involuntary, by operation of law or as a result of foreclosure or acceptance of a default deed in lieu of foreclosure) of either or both of the Units or of any condominium unit into which Unit 1 has been subdivided in accordance with the provisions of this Section, the Building shall at all times be managed by a single qualified manager having a standing and reputation in the New York metropolitan region as a first class manager of office buildings comparable to the Building and otherwise reasonably acceptable to the tenant under the Condominium Declaration prior Citi Office Lease, it being agreed by that Boston Properties L.P. and any management company directly owned and controlled by Boston Properties L.P. shall constitute an approved management company for the purposes of this subsection (g); other than certain transfers specifically exempted pursuant to Closing the provisions of Article 48 of the Citi Office Lease, at all times when the Citi Office Lease is in effect, any sale, transfer or conveyance of the Property or any portion thereof (iiirrespective of whether in Xxxx 0, Xxxx 0 or any other condominium unit into which Unit 1 has been subdivided in accordance with the provisions of this Section) shall be subject to the right of first offer or the right of first refusal, as applicable, in favor of the tenant under the Citi Office Lease in accordance with the provisions of Article 48 of the Citi Office Lease, it being agreed by the parties that so long as the provisions of Article 48 of the Citi Office Lease are in form and substance complied with in all respects, the transfer of the Property or the portion thereof which is to be sold by the owner thereof to an "exchange accommodation title holder" or a "qualified intermediary" in connection with a tax deferred exchange of the Property or such portion thereof under Section 1031 of the Internal Revenue Code, and the transfer of the Property or such portion thereof by such "exchange accommodation title holder" or "qualified intermediary" to the ultimate purchaser thereof shall not be subject to the right of first offer or the right of first refusal set forth in Article 48 of the Citi Office Lease (i.e., such tax deferred exchange and the steps thereof shall be deemed to constitute a single sale, transfer and conveyance of the Property or such portion thereof for the purposes of determining compliance with the provisions of Article 48 of the Citi Office Lease); at all times when the Citi Office Lease or the Citi Retail Lease is in effect, the leasing of any space in the Building (irrespective of whether in Xxxx 0, Xxxx 0 or any other condominium unit into which Unit 1 has been subdivided in accordance with the provisions of this Section) shall be subject to the right of first offer in favor of the tenant or tenants thereunder (and any exemptions therefrom) in accordance with the provisions set forth in Article 40 and Article 41of the Citi Office Lease or Article 40 of the Citi Retail Lease, as applicable; at all times when any of the Citi Office Lease, the Citi Retail Lease or the Citi Branch Lease is in effect, the respective tenants thereunder shall be granted non-disturbance and such tenants shall attorn to the entity acquiring the interest of landlord under such Leases, provided that such entity has acquired such interest in compliance with the provisions of the Condominium Estoppel reveals Agreement and the provisions of the Citi Office Lease, the Citi Retail Lease or the Citi Branch Lease, as applicable; and in the event of any defaults under conflict between the provisions of the Condominium Declaration, the other Condominium documents, or any amendments of the foregoing, on the one hand, and the provisions of any of the Citi Office Lease, the Citi Retail Lease and/or the Citi Branch Lease, or any amendments of the foregoing, on the other hand, then Seller shall notify Purchaser thereof in writing and either Seller or Purchaser, each in its sole discretion, may elect to adjourn the Scheduled Closing Date from time to time for up to one hundred eighty (180) days in the aggregate, during which period Seller shall use commercially reasonable efforts to cure such alleged default, such cure to be at Seller’s sole cost and expense. If after the expiration provisions of such one hundred eighty (180) day period, Seller has not cured such alleged default, Purchaser may elect to terminate this Leases shall govern and control. The Condominium Agreement upon thirty (30) days prior written notice and receive a full refund of the Deposit and Interest accrued thereon and reimbursement from Seller up to an amount not to exceed [ ] ($[ ]), for the reasonable costs and expenses actually incurred by Purchaser in connection with Purchaser’s negotiation and execution of this Agreement and due diligence with respect to the Property; provided, however, that if such default has been cured within such thirty (30) day period, Purchaser’s election to terminate shall be null duly recorded in New York County, and void. Seller shall give Purchaser at least ten (10) days prior written notice of the new Scheduled Closing Date pursuant to this Section 8.10. Any default under the Condominium Declaration shall be deemed cured if amended to the extent reasonably necessary to conform it to the provisions and requirements set forth in the Condominium Agreement. Seller shall obtain a replacement Condominium Estoppel which shall not contain any exception relating be entitled to such default. Any matter which is enforce the subject provisions of an alleged default under the Condominium Declaration Agreement by an action for specific performance, and subject shall be entitled to cure under this Section 8.10 shall seek injunctive relief against Purchaser and/or the Board of Managers to the full extent that Seller is entitled thereto, it being agreed that Seller does not constitute have an adequate remedy at law for damages which will be suffered by Seller in the event of a breach of any representation hereunder until such time as Seller is no longer entitled to cure the sameprovisions of the Condominium Agreement.] [if applicable]