Common use of Condominium Clause in Contracts

Condominium. (a) Borrower shall (i) perform in a timely manner all of its obligations under each Condominium Document and do all things necessary to preserve and to keep unimpaired its rights thereunder; (ii) promptly notify Administrative Agent of any material default by either Condominium Association (including by the board or managing agent thereof) under any Condominium Document of which it obtains Borrower’s Knowledge; (iii) promptly deliver to Administrative Agent a copy of any notice of default or notice of special assessment or similar payment obligation or other material notice received by Borrower under any Condominium Document; and (iv) promptly enforce the performance and observance of all of the material covenants required to be performed and observed by the Condominium Associations under each Condominium Document. (b) Borrower shall not, and shall not vote to, without the prior consent of Administrative Agent, (i) reduce or consent to the reduction of the term of any Condominium Document; (ii) modify, change, supplement, alter or amend, or waive or release any of its rights and remedies, or any obligations or liabilities of any other Person under, any Condominium Document; (iii) otherwise amend or consent to the amendment of the terms of any Condominium Document to the extent same would impair the rights of Borrower, Administrative Agent or Lenders or the Lien of the Mortgage; (iv) surrender, terminate or cancel any Condominium Document, or enter into any agreement in substitution of any Condominium Document; (v) approve or request any subdivision of any Unit or the combination of any Unit with another Unit or other condominium unit; (vi) cause either Condominium Association to fail to maintain or diminish in any material respect the insurance policies required to be maintained pursuant to the Condominium Documents; or (vii) to the extent Borrower has such rights under the Condominium Documents or under Law, to vote or give consent to the expenditure of insurance proceeds or condemnation awards for the repair or restoration of Common Elements or the Property in a manner inconsistent with the Condominium Documents or this Agreement for repairs and restorations of the 61400346.docx 28

Condominium. (a) The Borrower represents, warrants and covenants that the Condominium Documents and all of the easements and other rights granted thereby are now valid and subsisting. (b) The Borrower will cause the Property Owner to fully and faithfully pay when due and payable the assessments, common charges and other charges mentioned in and made payable by the Property Owner under the Condominium Documents, and shall cause the Property Owner to fully and faithfully perform all obligations on the part of the Property Owner to be performed under the Condominium Documents in the time and manner therein prescribed. (c) The Borrower shall (i) perform in a timely manner all of its obligations under each Condominium Document and cause the Property Owner to do all things necessary to preserve and to keep unimpaired its rights, powers and privileges under the Condominium Documents and to prevent the termination or expiration of the Condominium Documents, or the withdrawal of the Condominium from a condominium form of ownership, to the end that the Property Owner may enjoy all of the rights thereunder; granted to it as a party to the Condominium Documents. (d) The Borrower will promptly notify Agent of any failure by the Property Owner to comply with the Condominium Documents. (e) The Borrower will (i) promptly notify Agent of the receipt by the Borrower, the Manager, the Member or the Property Owner of any notice asserting or claiming a default by the Property Owner under, or lack of compliance by the Property Owner with, the Condominium Documents, (ii) promptly notify Administrative Agent of any material default by either Condominium Association (including the receipt by the board Borrower, the Manager, the Member or managing agent thereof) under the Property Owner of any notice or request of a termination or purported termination of the Condominium Document Documents or of which it obtains Borrower’s Knowledge; the Condominium or of or for the commencement or taking of or intent to commence to take any action to terminate the Condominium or the Condominium Documents or to withdraw the Condominium from the condominium ownership pursuant to applicable law or to seek any action for partition of the Condominium, (iii) promptly deliver to Administrative notify Agent a copy of the receipt by the Borrower, the Manager, the Member or the Property Owner of any notice or request of default a modification or notice change or proposed modification or change of special assessment or similar payment obligation or other material notice received by Borrower under any to the Condominium Document; Documents, and (iv) promptly enforce cause a copy of each such notice or request received by the performance and observance of all Property Owner, the Manager, the Member or the Borrower to be delivered to Agent. The Borrower will promptly notify Agent of the material covenants required institution of a proceeding to be performed and observed by partition the Condominium Associations under or withdraw same from condominium ownership pursuant to applicable law, and of the institution of any such partition or withdrawal proceeding. The Borrower will promptly deliver to Agent a copy of each Condominium Documentnotice, pleading, brief and preliminary, interim and final determination or decision and other papers received by it in each such partition or withdrawal proceeding. (bf) The Borrower shall will not, and shall not vote to, without the prior consent of Administrative Agent, (i) reduce allow or consent suffer the Property Owner to the reduction of the term wholly or partially terminate, modify, subordinate or surrender or suffer or permit in whole or in part any termination, modification, surrender or expiration of any Condominium Document; (ii) modify, change, supplement, alter or amend, or waive or release any of its rights and remedies, or any obligations or liabilities of any other Person under, any Condominium Document; (iii) otherwise amend or consent to the amendment of the terms of any Condominium Document to the extent same would impair the rights of Borrower, Administrative Agent or Lenders or the Lien of the Mortgage; (iv) surrender, terminate or cancel any Condominium Document, or enter into any agreement in substitution of any Condominium Document; (v) approve or request any subdivision of any Unit or the combination of any Unit with another Unit or other condominium unit; (vi) cause either Condominium Association to fail to maintain or diminish in any material respect the insurance policies required to be maintained pursuant to the Condominium Documents; , or withdraw or cause to permit the withdrawal of the Condominium by operation of law or otherwise from condominium ownership pursuant to applicable law, or allow or suffer the Property Owner to commence or prosecute any action or proceeding to partition the Condominium or cause or permit the Condominium to be partitioned pursuant to applicable law or otherwise. (viig) The Borrower will, within 30 days after receipt of a written demand from Agent, obtain from the board, association or other Person charged with administering the Condominium Documents and deliver to Agent a duly signed and acknowledged certificate certifying that the Condominium Documents are unmodified and in full force and effect (or, if the same have been modified in compliance with the Mezzanine Mortgage Loan Documents and this Agreement, that the Condominium Documents are in full force and effect as so modified and that there have been no other modifications), stating the dates to which the assessments, common charges and other charges payable under the Condominium Documents have been paid and stating whether to the extent certifying party's knowledge the Property Owner is in compliance with the Condominium Documents or, if not, specifying each default or failure of compliance of which the certifying party has knowledge. The Borrower has such will, promptly upon receipt thereof by the Borrower, the Manager, the Member or the Property Owner, furnish Agent with a copy of all notices and statements, however characterized, issued by the board, association or other Person charged with administering the Condominium Documents relating to the Condominium. (h) The Borrower will not permit or suffer the Property Owner to exercise any of the Property Owner's rights under the Condominium Documents or under LawDocuments, or, to the extent not prohibited by applicable laws, vote at any meeting of the board, association or give consent to other Person charged with administering the expenditure of insurance proceeds or condemnation awards for the repair or restoration of Common Elements or the Property Condominium Documents, in a manner any way that is inconsistent with its duties or obligations under the Condominium Mezzanine Mortgage Loan Documents or this Agreement Agreement. Notwithstanding the foregoing, after the occurrence of an Event of Default hereunder and for repairs and restorations so long as such Event of Default is continuing, the Borrower will notify Agent of all meetings of the 61400346.docx 28board, association or other Person charged with administering the Condominium Documents, at least five (5) Business Days prior thereto, and, to the extent not prohibited by applicable law, the Borrower will cause the Property Owner to exercise all of its rights under the Condominium Documents, and vote at all meetings of the board, association or other Person charged with administering the Condominium Documents, in accordance with any instructions delivered by Agent to the Borrower.

Condominium. (a) The Borrower hereby represents, warrants and covenants that: 1. The Condominium Documents and all of the easements and other rights granted thereby are now valid and subsisting. 2. Borrower will cause the Property Owner to fully and faithfully pay when due and payable the assessments, common charges and other charges mentioned in and made payable by the Property Owner under the Condominium Documents, and shall cause the Property Owner to fully and faithfully perform all obligations on the part of the Property Owner to be performed under the Condominium Documents in the time and manner therein prescribed. 3. Borrower shall (i) perform in a timely manner all of its obligations under each Condominium Document and cause the Property Owner to do all things necessary to preserve and to keep unimpaired its rights, powers and privileges under the Condominium Documents and (subject to the provisions of subsection 7.20(i) below) to prevent the termination or expiration of the Condominium Documents, or the withdrawal of the Building from a condominium form of ownership under the Condominium Act, to the end that the Property Owner may enjoy all of the rights thereunder; granted to it as a party to the Condominium Documents. 4. The Borrower will promptly notify Agent of any failure by the Property Owner to comply with the Condominium Documents. 5. The Borrower will (i) promptly notify Agent of the receipt by Borrower, the Managing Member or the Property Owner of any notice from the Board of Managers or owner of any other unit of the Condominium, asserting or claiming a default by the Property Owner under, or lack of compliance by the Property Owner with, the Condominium Documents, (ii) promptly notify Administrative Agent of any material default by either Condominium Association (including the receipt by the board Borrower, the Managing Member or managing agent thereof) under the Property Owner of any notice or request from the Board of Managers or owner of any unit of a termination or purported termination of the Condominium Document Documents or of which it obtains Borrower’s Knowledge; the condominium or of or for the commencement or taking of or intent to commence to take any action to terminate the Condominium or the Condominium Documents or to withdraw the Building from the Condominium ownership pursuant to the Condominium Act or to seek any action for partition of the Condominium, (iii) promptly deliver to Administrative notify Agent a copy of the receipt by Borrower, the Managing Member or the Property Owner of any notice or request from the Board of default Managers or notice owner of special assessment any unit of a modification or similar payment obligation change or other material notice received by Borrower under any proposed modification or change of or to the Condominium Document; Documents, and (iv) promptly enforce cause a copy of each such notice or request received by the performance and observance Property Owner, the Managing Member or the Borrower from the Board of all Managers or any unit owner, to be delivered to Agent. Borrower will promptly notify Agent of the material covenants required to be performed and observed institution by the Board of Mangers or owner of any other unit or any other person of a proceeding to partition the Condominium Associations under or withdraw same from condominium ownership pursuant to the Condominium Act, and of the institution of any such partition or withdrawal proceeding. The Borrower will promptly deliver to Agent a copy of each Condominium Documentnotice, pleading, brief and preliminary, interim and final determination or decision and other papers received by it in each such partition or withdrawal proceeding. (b6. Subject to the provisions of subsection 7.20(i) below, Borrower shall will not, and shall not vote to, without the prior consent of Administrative Agent, (i) reduce allow or consent suffer the Property Owner to the reduction wholly or partially terminate, modify, subordinate or surrender or suffer or permit in whole or in part any termination, modification, surrender or expiration of any of the term of any Condominium Document; (ii) modify, change, supplement, alter or amendDocuments, or waive withdraw or release any of its rights and remedies, cause or any obligations or liabilities of any other Person under, any Condominium Document; (iii) otherwise amend or consent to permit the amendment withdrawal of the terms Condominium by operation of any Condominium Document to the extent same would impair the rights of Borrower, Administrative Agent law or Lenders or the Lien of the Mortgage; (iv) surrender, terminate or cancel any Condominium Document, or enter into any agreement in substitution of any Condominium Document; (v) approve or request any subdivision of any Unit or the combination of any Unit with another Unit or other otherwise from condominium unit; (vi) cause either Condominium Association to fail to maintain or diminish in any material respect the insurance policies required to be maintained ownership pursuant to the Condominium Documents; Act, or (vii) allow or suffer the Property Owner to commence or prosecute any action or proceeding to partition the Condominium or cause or permit the Condominium to be partitioned pursuant to the extent Condominium Act or otherwise. 7. Borrower will, within 20 days after receipt of a demand from Agent, obtain from the Board of Managers and deliver to Agent a duly signed and acknowledged certificate certifying that the Condominium Documents are unmodified and in full force and effect (or, if the same have been modified in compliance with the Mortgage Loan Documents and this Agreement, that the Condominium Documents are in full force and effect as so modified and that there have been no other modifications, stating the dates to which the assessments, common charges and other charges payable under the Condominium Documents have been paid and stating whether to the certifying party's knowledge the Property Owner is in compliance with the Condominium Documents or, if not, specifying each default or failure of compliance of which the certifying party has such knowledge. Borrower will, promptly upon receipt thereof by Borrower, the Managing Member or the Property Owner, furnish Agent with a copy of all notices and statements, however characterized, issued by the Board of Managers relating to the Condominium. 8. Borrower will not permit or suffer the Property Owner to exercise any of the Property Owner's rights under the Condominium Documents, or, to the extent not prohibited by applicable laws, vote at any meeting of the Board of Mangers, in any way that is inconsistent with its duties or obligations under the Mortgage Loan Documents or under Lawthis Agreement. Notwithstanding the foregoing, after the occurrence of an Event of Default hereunder and for so long as such Event of Default is continuing, Borrower will notify Agent of all meetings of the Board of Managers, at least five (5) business days prior thereto, and, to the extent not prohibited by applicable law, Borrower will cause the Property Owner to exercise all of its rights under the Condominium Documents, and vote or give consent at all meetings of the Board of Managers, in accordance with any instructions delivered by the Agent to the expenditure of insurance proceeds or condemnation awards for Borrower. 9. Notwithstanding anything contained in this Section 7.20 to the repair or restoration of Common Elements or contrary, Borrower may permit the Property in a manner inconsistent with Owner to terminate the Condominium Documents or this Agreement for repairs and restorations withdraw the Building from a condominium form of ownership, provided that immediately upon the cessation of the 61400346.docx 28condominium form of ownership, fee simple title to the Building and the land described in the Condominium Declaration shall vest in the Property Owner.

Condominium. (a) Concurrently with the formation of the Condominium, Borrower shall assign all of its right, title and interest in and to the TBTA Agreement to the Condominium Board of Managers. Upon the recording of the Declaration and Condominium Plans in the Register’s Office, Borrower represents and warrants to Lender that the Declaration (including the Bylaws) and the Condominium Plans shall be in full compliance with all Condominium Laws. Lender hereby approves the form of Declaration (including the Bylaws) attached hereto as Exhibit R, which Borrower represents and warrants is the same form attached as Exhibit T to the School Unit Purchase Agreement. On or before December 22, 2019, Borrower shall submit the Condominium Plans to Lender for Lender’s review and approval (which approval shall not be unreasonably withheld, conditioned or delayed). Lender shall complete its review of the Condominium Plans within thirty (30) days following its receipt of same, and shall either approve or disapprove the same within said thirty (30) day period. If Lender disapproves the Condominium Plans, Lender shall provide Borrower with a reasonably detailed explanation for Lender’s disapproval thereof, and Borrower shall then re-submit revised drafts of the same to Lender as soon as reasonably practicable. Borrower shall cause the Condominium Plans to address the reasonable concerns or reasons for Lender’s disapproval of the prior drafts of the same. Lender and Borrower shall repeat this process until the Condominium Plans are approved by Lender. Borrower shall be permitted to record the Declaration in the form of Exhibit R and the Condominium Plans approved by Lender in accordance with this Section 8.20(a) up to thirty (30) days prior to the date of the conveyance of the School Unit to SCA. Borrower shall not modify or amend the form of Declaration (including the Bylaws) and/or the approved form of Condominium Plans prior to recording the Declaration and Condominium Plans without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, provided (i) perform in a timely manner all no Event of its obligations under each Condominium Document and do all things necessary to preserve and to keep unimpaired its rights thereunder; Default exists, (ii) promptly notify Administrative Agent of any material default by either such amendment or modification complies with all Condominium Association (including by the board or managing agent thereof) under any Condominium Document of which it obtains Borrower’s Knowledge; Laws, and (iii) promptly deliver the SCA has approved the amendment in writing to Administrative Agent a copy of any notice of default or notice of special assessment or similar payment obligation or other material notice received by the extent it has approval rights thereto under the School Purchase Agreement. Borrower under any shall be permitted to record an amended and restated Declaration and amended Condominium Document; and Plans (iv) promptly enforce reflecting the performance and observance of all subdivision of the material covenants required to be performed Residential Unit), with the City Register after Borrower’s receipt of Lender’s written consent and observed by approval of the Condominium Associations under each Condominium DocumentOffering Plan, including any amendments thereto, in accordance with the provisions of Article 16 hereof. (b) Following the recording of the Declaration and the Condominium Plans in the Register’s Office, Borrower agrees that: (i) Borrower shall not, and without Lender’s prior written consent, which consent shall not vote tobe unreasonably withheld, conditioned or delayed provided (x) no Event of Default exists and (y) such amendment or modification complies with all Condominium Laws, amend, modify or supplement, or consent to or suffer the amendment, modification or supplementation of any of the Condominium Documents (except with respect to price change amendments to the Offering Plan increasing the Schedule A—Purchase Prices (each a “Price Change Amendment”) as provided in Article 16 hereof). Borrower shall not consent to the merger of the Condominium with any other condominium without Lender’s prior written consent, which may be withheld in its sole and absolute discretion. Lender shall endeavor to respond to each request by Borrower for Lender’s approval of an amendment to the Condominium Documents within twenty (20) Business Days following Lender’s receipt of such request and all required documents and information relating to such request. If Lender does not notify Borrower of its approval or disapproval of a proposed amendment to the Condominium Documents within twenty (20) Business Days after request by Borrower and submission by Borrower of all information needed by Lender to evaluate said request, then Borrower may deliver a second request, which request shall state on the top of the first page in bold lettering “LENDER’S RESPONSE IS REQUIRED WITHIN TEN (10) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF THE MASTER LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND LENDER.” If Lender does not notify Borrower of its approval or disapproval of the proposed amendment to the Condominium Documents within ten (10) Business Days after such second request, then as long as no Event of Default or Potential Event of Default exists, the same shall be deemed approved; (ii) Borrower will pay, or cause to be paid, all assessments for common charges and expenses made against the Mortgaged Property owned by Borrower pursuant to the Condominium Documents as the same shall become due and payable; (iii) Borrower will comply in all material respects with all of the terms, covenants and conditions on Borrower’s part to be complied with, pursuant to the Condominium Documents and any rules and regulations that may be adopted for the Condominium, as the same shall be in force and effect from time to time; (iv) Borrower, or Borrower’s designated members of the Condominium Board of Managers, will take all actions as may be reasonably necessary from time to time to preserve and maintain the Condominium in accordance with the Condominium Laws; (v) Borrower will not, without the prior written consent of Administrative AgentLender (which consent may be granted or withheld in Lender’s sole and absolute discretion), take (iand hereby assigns to Lender any right it may have to take) reduce any action to terminate the Condominium, withdraw the Condominium from the Condominium Laws, or consent to the reduction cause a partition of the term of any Condominium Document; (ii) modify, change, supplement, alter or amend, or waive or release any of its rights and remedies, or any obligations or liabilities of any other Person under, any Condominium Document; (iii) otherwise amend or consent to the amendment of the terms of any Condominium Document to the extent same would impair the rights of Borrower, Administrative Agent or Lenders or the Lien of the Mortgage; (iv) surrender, terminate or cancel any Condominium Document, or enter into any agreement in substitution of any Condominium Document; (v) approve or request any subdivision of any Unit or the combination of any Unit with another Unit or other condominium unit; be so withdrawn; (vi) cause it shall be an Event of Default if (A) pursuant to any judgment, decision, order, rule or regulation of either Condominium Association to fail to maintain a court of competent jurisdiction or diminish in a governmental agency with jurisdiction over the Premises and following the expiration of all applicable appeal periods, any material respect provision of the insurance policies required Condominium Documents is held to be maintained pursuant to invalid and such invalidity shall materially and adversely affect the lien of the Mortgage or Lender’s other security interests under the Loan Documents, or (B) the Condominium Documents; shall become subject to any action for partition by any Unit Owner and said action has not been dismissed within ninety (90) days after commencement thereof, or (C) the Condominium is withdrawn from the condominium regime established under the Condominium Laws; (vii) Borrower will not, without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed so long as no Event of Default exists, exercise any right it may have to vote for (A) any additions or improvements to the extent Borrower has such rights under common elements of the Condominium Documents that are not included in the Condominium Plans, except as such additions or under Lawimprovements may be required by Legal Requirements, to vote (B) any borrowing on behalf of the Condominium or give consent to (C) the expenditure of any insurance proceeds or condemnation awards for the repair or restoration of Common Elements the Improvements (unless Borrower is entitled to utilize such insurance proceeds in accordance with Section 5.2(d) hereof); (viii) Except as may be otherwise provided in the Offering Plan or as may be required by the Property Condominium Laws, Borrower shall control the Condominium Board of Managers and the Condominium Association formed by the Condominium Documents at least until such time as more than fifty percent (50%) of the Subdivided Residential Units have been sold in a manner inconsistent accordance with this Agreement; (ix) For so long as Borrower controls the Condominium Board of Managers, Borrower will, in accordance with Borrower’s rights under the Condominium Documents, cause the Condominium Board of Managers to maintain insurance on the Condominium in accordance with the Condominium Documents or and this Agreement for repairs and restorations Agreement; and (x) For so long as Borrower controls the Condominium Board of Managers, Borrower, in accordance with Borrower’s rights under the 61400346.docx 28Condominium Documents, shall cause the Condominium Board of Managers to enforce the Property Management Agreement.