The Lincolnshire Condominium

Beacon Services, Inc.

Building ByLaws

Declaration of Trust for original copy recorded

 

DECLARATION OF TRUST OF

THE LINCOLNSHIRE CONDOMINIUM TRUST

THIS DECLARATION OF TRUST made as of this 19,h day of August, 2005, at Boston in the County of Suffolk and the Commonwealth of Massachusetts, by Rebecca A. Mattson and Charles V. Reed (the “Trustees“, which term and any pronoun referring thereto shall be deemed to include their successors in trust hereunder and to mean the Trustee or the Trustees for the time being hereunder, wherever the context so permits), having a business address at 306 Dartmouth Street, Boston, Massachusetts 02116, and to be recorded with the Suffolk County Registry of Deeds (the “Registry of Deeds“).

ARTICLE I – NAME OF TRUST

The Trust hereby created (sometimes herein referred to as the “Trust“! shall be known as “The Lincolnshire Condominium Trust” and under that name, so far as legal, convenient and practicable, shall all business carried on by the Trustees of the Trust be conducted and shall all instruments in writing by the Trustees be executed.

ARTICLE II – THE TRUST AND ITS PURPOSE

Section 1. All of the rights and powers in and with respect to the Common Areas and the Residential Common Areas (as defined and described in the Master Deed referred to below and as sometimes collectively referred to herein as the “common areas and facilities“! of The Lincolnshire Condominium (the “Condominium“!, located at 20 Charles Street and 15 River Street in Boston, Massachusetts, established by a Master Deed of even date herewith and recorded herewith (the “Master Deed“!, that are by virtue of the provisions of Chapter 183A of the Massachusetts General Laws (as the same may be from time to time amended, “Chapter 183A“! conferred upon or exercisable by the organization of unit owners of the Condominium, and all property, real and personal, tangible and intangible, conveyed to the Trustees hereunder (and including any and all rights, interests and estates appurtenant thereto, including, without limitation, those arising under the Declaration (as defined and described in the Master Deed)), shall vest in the Trustees as joint tenants with right of survivorship as Trustees of the Trust, in trust to exercise, manage, administer and dispose of the same and to receive the income therefrom for the benefit of the owners of record from time to time (sometimes hereinafter referred to as the “Unit Owners“! of the Residential Units (the “Residential Units”! and the Commercial Units (the “Commercial Units”! of the Condominium (sometimes hereinafter referred to collectively as the “Units”!, according to the applicable percentages of beneficial interest referred to in Article IV. Section 1 hereof, and in accordance with the provisions of the Master Deed and of said Chapter 183A, the Trust being the organization of the Unit Owners established pursuant to the provisions of said Chapter 183 A for the purposes therein set forth.

Section 2. It is hereby expressly declared that a trust and not a partnership has been created and that the Unit Owners are cestuis que trust and not partners or associates and are not in any other relation whatever between themselves with respect to the trust property, nor do they hold any relation to the Trustees other than of cestuis que trust, with only such rights as are conferred upon them as such cestuis que trust hereunder and under and pursuant to the provisions of said Chapter 183 A.

ARTICLE III – THE TRUSTEES

Section 1. There shall at all times be a Board of Trustees hereunder (the “Board of Trustees” or the “Trustees“‘) consisting of four (4) members, three (3) of which Trustees (the “Residential Trustees” shall be appointed by vote of the Residential Unit Owners as hereinafter provided and one (1) of which Trustees (the “Commercial Trustee”! shall be chosen and appointed by the Commercial Unit Owners as hereinafter provided; provided, however, that until the first annual meeting of Unit Owners following the earlier to occur of (i) seventy-five percent (75%) of the Units in the Condominium having been conveyed of record by Lincoln Charles LLC, a Massachusetts limited liability company (hereinafter the “Declarant“, which term and any pronoun referring thereto herein shall be deemed to mean said Lincoln Charles LLC and its successors and assigns) to Unit purchasers, or (ii) three (3) years following the first such conveyance — the Board of Trustees shall consist of the original two Trustees (Rebecca A. Mattson and Charles V. Reed) or two other persons appointed by the Declarant.

The terms of office of the original Trustees or such other persons so appointed by the Declarant shall not expire until the first annual meeting referred to in the preceding paragraph, and prior to such expiration any vacancies shall be filled by the Declarant as hereinafter set forth. Thereafter, the terms of office of the Trustees shall, except as hereinafter provided, be two (2) years for Residential Trustees and one (1) year for a Commercial Trustee, and upon the expiration thereof such terms shall be deemed vacant but shall not expire until such vacancies have been filled from among the Unit Owners in the manner hereinafter set forth. The terms of the three Residential Trustees shall be staggered so as to avoid, insofar as possible, the terms of all three Residential Trustees expiring in the same year; provided, that in order to establish such staggering of terms, the terms of the persons first appointed as Residential Trustees shall be for one, two and three years respectively, as determined by lot.

For purposes of this Article III, a natural person designated by written notice to all other Trustees as the nominee of a Unit Owner of record which is not one or more natural persons (individually or as trustees or other fiduciaries), shall be considered a Unit Owner and shall be eligible to serve as a Trustee hereunder.

If and whenever the number of Trustees shall become less than two (2) at times when only two (2) Trustees are permitted pursuant to the foregoing, a vacancy or vacancies in said office shall be deemed to exist. Each such vacancy shall be filled by the appointment by the Declarant of a natural person to act as such Trustee. If and whenever the number of Trustees shall become less than four (4) at times when there are to be at least four (4) Trustees pursuant to the foregoing, a vacancy or vacancies in said office shall be deemed to exist. Each such vacancy shall be filled (a) by the appointment of a natural person to act as such Trustee by vote of a majority of Residential Unit Owners present in person or by proxy at a duly held meeting of the Unit Owners (as provided in Article V. Section 7B hereof), if the vacancy is in the office of a Residential Trustee, or (b) by the appointment by a majority of Commercial Unit Owners present in person or by proxy at a duly held meeting of the Unit Owners (as provided in Article V. Section 7B hereof) of a natural person to act as such Trustee, if the vacancy is in the office of a Commercial Trustee.

If for any reason any vacancy in the office of Residential Trustee has not within thirty (30) days after the occurrence thereof been filled and appointed by a majority vote of the Residential Unit Owners for such purposes (as provided in Article V. Section 7B hereof), such vacancy may be filled by the appointment of a Residential Trustee by the remaining Residential Trustee or Trustees (if any). If for any reason any vacancy in the office of a Commercial Trustee has not within thirty (30) days after the occurrence thereof been filled and appointed by a majority vote of the Commercial Unit Owners for such purposes (as provided in Article V, Section 7B hereof), such vacancy may be filled by the appointment of a Commercial Trustee by the remaining Residential Trustee or Trustees (if any).

If for any reason any vacancy in the office of Trustee shall continue for more than sixty (60) days and shall at the end of that time remain unfilled, a Trustee or Trustees may be appointed to fill such vacancy or vacancies by any court of competent jurisdiction upon the application of any Unit Owner and by notice to all Unit Owners and Trustees and to such other parties in interest, if any, to whom the court may direct that notice be given.

With respect to each such vacancy or vacancies in the office of Trustee and each person appointed as aforesaid to fill such vacancy and to be a Trustee hereunder, there shall promptly be executed and recorded with the Registry of Deeds: (i) a certificate of such appointment signed (a) by the remaining Trustee (or by the Declarant if there is no remaining Trustee), if such vacancy is to be filled pursuant to the foregoing by the appointment of a Trustee by the Declarant, or (b) thereafter when there are to be at least four (4) Trustees, if such vacancy is that of a Residential Trustee by the remaining Residential Trustee or Trustees (or by Commercial Trustee if there is no remaining Residential Trustee) and if such vacancy is that of a Commercial Trustee by the Residential Trustee or Trustees, certifying that such appointment was made by such majority vote of the Residential Unit Owners or by a majority vote of the Commercial Unit Owners, as the case may be, or was otherwise appointed in accordance with the foregoing; and (ii) an acceptance of such appointment signed by the person so appointed (which may be recited in such certificate). Such appointment shall take effect upon the recording of such certificate and acceptance with the Registry of Deeds. The person so appointed thereupon shall be and become a Trustee and shall be vested with the powers and titles of a Trustee as set forth herein, jointly with the remaining or surviving Trustees or Trustee, without the necessity of any act of transfer or conveyance.

The foregoing provisions of this Article III to the contrary notwithstanding, despite any vacancy in the office of Trustee, however caused and for whatever duration, the remaining or surviving Trustees, subject to the provisions of the immediately following Section 2. shall continue to exercise and discharge all of the powers, discretions and duties hereby conferred or imposed upon the Trustees.

Section 2. In any matters relating to the administration of the Trust hereunder and the exercise of the powers hereby conferred, the Trustees may act by a majority vote at any duly called meeting at which a quorum is present as provided in Article V. Section 7A hereof; provided, however, that in no event shall a “majority” vote consist of less than two (2) Trustees at times when there are to be only two (2) Trustees hereunder. In connection with matters relating to the administration of the Trust for purposes solely related to the Residential Unit Owners or the Residential Common Areas, in no event shall a “majority” vote consist of the vote of less than two (2) Residential Trustees at times when there are to be three (3) Residential Trustees hereunder and in connection with matters relating to the administration of the Trust for purposes related to all Unit Owners and the Common Areas, in no event shall a “majority” vote consist of the vote of less than three (3) Trustees at times when there are to be four (4) Trustees hereunder; and in any event, if and whenever the number of Trustees hereunder shall become less than two (2) at times when there are to be two (2) Trustees hereunder, or less than three (3) at times when there are to be four (4) Trustees hereunder, the then remaining or surviving Trustee(s), if any, shall have no power or authority whatsoever to act with respect to the administration of the Trust hereunder or to exercise any of the powers hereby conferred except to fill a vacancy or vacancies as provided in Section 1 of this Article III. The Trustees may, subject to the provisions of the preceding sentence, also act without a meeting by instrument signed by such a majority of the Trustees (as provided in Article V. Section 7 A hereof). The Trustees may not act (at a meeting or by instrument of vote, consent or otherwise) by less than such a majority.

Notwithstanding the foregoing paragraph, the Residential Trustees may act without the necessity of the concurrence of the Commercial Trustee with respect to those matters expressly reserved in this Trust or in the Master Deed solely for decision by the Residential Unit Owners acting through the Residential Trustees.

Notwithstanding the foregoing paragraphs, the Commercial Trustee may act without the necessity of the concurrence of any of the Residential Trustees with respect to those matters expressly reserved in this Trust or in the Master Deed solely for decision by the Commercial Unit Owners acting through the Commercial Trustee.

Section 3. Any Trustee may resign at any time by instrument in writing, signed and acknowledged in the manner required in Massachusetts for the acknowledgment of deeds, and such resignation shall take effect upon the recording of such instrument with the Registry of Deeds. After reasonable notice and opportunity to be heard before the Board of Trustees, a Residential Trustee may be removed from office with or without cause by an instrument in writing signed by a majority of Residential Unit Owners present in person or by proxy at a duly held meeting of Unit Owners (as provided in Article V, Section 7B hereof), such instrument to take effect upon the recording thereof with the Registry of Deeds.    After reasonable notice and opportunity to be heard before the Board of Trustees, the Commercial Trustee may be removed from office with or without cause by an instrument in writing signed by a majority of Commercial Unit Owners present in person or by proxy at a duly held meeting of Unit Owners (as provided in Article V, Section 7B hereof), such instrument to take effect upon the recording thereof with said Registry of Deeds.

Section 4. Except as otherwise provided in Article V. Section 3 hereof, no Trustee shall be obliged to give any bond or surety or other security for the performance of any of his duties hereunder; provided, however, that Unit Owners may at any time, by instrument in writing signed by two-thirds of Unit Owners present in person or by proxy at a duly held meeting of Unit Owners as provided in Article V. Section 7B hereof, and delivered to the Trustee or Trustees affected, require that all of the Trustees shall give bond in such amount and with such sureties as shall be specified in such instrument. All expenses incident to any such bond shall be charged as a Common Expense of the Condominium.

Section 5. No Trustee hereinbefore named or appointed as hereinbefore provided shall under any circumstances or in any event be held liable or accountable out of his personal assets, or be deprived of compensation by reason of any action taken, suffered, or omitted in good faith, or be so liable or accountable for more money or other property than he actually receives or for allowing one or more of the other Trustees to have possession of the Trust books or property, or be so liable, accountable, or deprived by reason of honest errors of judgment or mistakes of fact or law or by reason of the existence of any personal or adverse interest or by reason of anything except his own personal and willful malfeasance, bad faith or fraud.

Section 6. No Trustee shall be disqualified by his office from contracting or dealing with the Declarant, the Trustees or with one or more Unit Owners (whether directly or indirectly because of his interest individually or the Trustees’ interest, or any Unit Owner’s interest in any corporation, firm, trust or other organization connected with such contracting or dealing, or because of any other reason), as vendor, purchaser, or otherwise, nor shall any Trustee so dealing or contracting or being so interested be liable to account for any profit realized by any such dealing, contract, or arrangement by reason of such Trustee’s holding office or of the fiduciary relation hereby established, provided the Trustee shall act in good faith and shall disclose the nature of his interest before the dealing, contract, or arrangement is entered into.

Section 7. The Trustees and each of them shall be entitled to indemnity both out of the Trust property and by the Unit Owners against any liability incurred by them or any of them in the execution of their or his/her duties hereunder, including, without limiting the generality of the foregoing, liabilities in contract and in tort and liabilities for damages, penalties, and fines; provided, that no Trustee shall be entitled to indemnity against any liability incurred due to such Trustee’s gross negligence, willful misconduct or fraud.

Each Unit Owner shall be personally liable for (i) all sums lawfully assessed for such Unit Owner’s share of the Common Expenses (as defined in the Master Deed) of the Condominium, including: (a) each such Unit Owner’s share of the Common Expenses of the Condominium relating to the Common Areas; and (b) each such Residential Unit Owner’s share of the Common Expenses of the Condominium relating to the Residential Common Areas, and the same shall constitute a lien upon such Unit Owner’s Unit, (ii) all sums lawfully assessed for such Unit Owner’s share of the costs and expenses relating to common areas and facilities of the Condominium as to which such Unit Owner has been granted exclusive rights or rights together with a limited number of other Unit Owners pursuant to the Master Deed, and the same shall constitute a lien upon such Unit Owner’s Unit and (iii) such Unit Owner’s proportionate share, if any, of any claims involving the Trust property in excess thereof (as such share is respectively determined for a Residential Unit Owner in regard to Trust property which is part of the Residential Common Areas utilizing the percentages of beneficial interests in the Residential Common Areas set forth in Part II of Exhibit C of the Master Deed and for all Unit Owners in regard to all other Trust property utilizing the percentages of beneficial interests in the Common Elements set forth in Part I of said Exhibit C) – all as provided in the Master Deed and in Sections 6 and H of said Chapter 183 A. Nothing contained in this paragraph shall be deemed, however, to limit in any respect the powers granted to the Trustees in this instrument.

Section 8. No Trustee shall receive compensation for his/her services, unless so provided by a vote of a majority of Unit Owners present in person or by proxy at a duly held meeting of the Units Owners (as provided in Article V. Section 7B hereof). Any compensation so provided shall be from time to time fixed by the Unit Owners and shall be a Common Expense of the Condominium. No compensation to a Trustee may be voted during such time as the Declarant shall be entitled to more than fifty (50%) percent of the beneficial interest in the Common Elements set forth in Part I of Exhibit C attached to the Master Deed.

ARTICLE IV – BENEFICIARIES AND THE BENEFICIAL INTEREST IN THE TRUST

Section 1. The cestuis que trust or beneficiaries shall be the then Unit Owners of the Condominium from time to time as reflected in the records of the Registry of Deeds. With respect to Trust property which is not part of the Residential Common Areas, the beneficial interest in the Trust hereunder shall be divided among the Unit Owners in the percentage of undivided beneficial interest appertaining to the Units of the Condominium in the Common Areas as set forth in Part I of Exhibit C attached to the Master Deed, which Exhibit C is hereby incorporated herein and made a part hereof. With respect to Trust property which is a part of the Residential Common Areas, the beneficial interest hereunder shall be divided among the Residential Unit Owners in the percentages set forth in Part II of said Exhibit C.

Section 2. The beneficial interest of each Unit of the Condominium shall be held and exercised as a unit and shall not be divided among several owners of any such Unit.

To that end, whenever any Unit is owned of record by other than one natural person, the several owners of such Unit shall (i) determine and designate which one of such owners (and in the event such designated owner is not a natural person, such owner shall likewise designate a natural person who) shall be authorized and entitled to cast votes, execute instruments, and otherwise exercise as proxy the rights appertaining to such Unit hereunder, and (ii) notify the Trustees of such designation by a notice in writing signed by all of the record owners of such Unit. Any such designation shall take effect upon receipt by the Trustees and may be revoked or changed at any time and from time to time by notice as aforesaid received by the Trustees. In the absence of any such designation then in effect, the Board of Trustees may, by majority vote, designate any one such owner (and, if thereby then necessary, any one such natural person) for such purposes. Such beneficial interest of each Unit must be voted in full and may not be partially voted.

ARTICLE V – BY-LAWS

The provisions of this Article shall constitute the By-Laws of this Trust and the organization of Unit Owners established hereby, to wit:

Section 1. POWERS OF THE TRUSTEES

The Trustees shall, subject to and in accordance with all applicable provisions of said Chapter 183A, have absolute control over management and disposition of the Trust property (which term as herein used shall, insofar as apt, be deemed to include the common areas and facilities of the Condominium) as if they were the absolute owners thereof, free from the control of the Unit Owners and with full and exclusive power and uncontrolled discretion, subject only to the express provisions, limitations and conditions hereof and of said Chapter 183A and the Master Deed, at any time and from time to time, and without the necessity of applying to any court or to the Unit Owners for leave so to do, and the same shall include the powers to do the following:

(i)    To retain the Trust property or any part or parts thereof, in the same form or forms of investment in which received or acquired by them so far and so long as they shall think fit, without liability for any loss resulting therefrom;

(ii)    To sell, assign, convey, transfer, exchange, and otherwise deal with or dispose of the Trust property, or any part or parts thereof, free and discharged of any and all trusts, at public or private sale, to any person or persons, for cash or on credit, and in such manner, on such terms, for such considerations, and subject to such restrictions, stipulations, agreements and reservations as they shall deem proper, including the power to take back mortgages to secure the whole or any part of the purchase price of any of the Trust property sold or transferred by them and the power to execute and deliver any deed or other instrument in connection with the foregoing;

(iii)    To purchase or otherwise acquire title to, and to rent, lease, or hire from others, for terms that may extend beyond the termination of this Trust, any property or rights to property, real or personal, and to own, manage, use, and hold such property and such rights;

(iv)    To borrow or in any other manner raise such sum or sums of money or other property as they shall deem advisable in any manner and on any terms, and to evidence the same by notes, bonds, securities, or other evidence of indebtedness, that may mature at a time or times, even beyond the possible duration of this Trust, and to execute and deliver any mortgage, pledge, or other instrument to secure any such borrowing;

(v)    To enter into any arrangement for the use or occupation of the Trust property or any part or parts thereof, including, without thereby limiting the generality of the foregoing, leases, subleases, easements, licenses, or concessions, upon such terms and conditions and with such stipulations and agreements as they shall deem desirable, even if the same extend beyond the possible duration of this Trust;

(vi)    To invest and reinvest the Trust property or any part or parts thereof and from time to time and as often as they shall see fit to change investments, including the power to invest in all types of securities and other property, of whatever nature and however denominated, all to such extent as to them shall seem proper, and without liability for loss, even though such property or such investments shall be of a character or in an amount not customarily considered proper for the investment of trust funds or that does or may not produce income;

(vii)    To obtain and maintain such casualty, liability and other insurance on and with respect to the Trust property as they shall deem necessary or proper;

(viii)    To provide for payment by the Trust of real estate taxes and any impositions due and payable for the period following the date of recording of the Master Deed that are assessed upon the land and/or improvements included within the Condominium (instead of upon individual Units and their proportionate interests in the common areas and facilities) or are imposed pursuant to covenants or obligations which run therewith, and to include the amount thereof in the Trustees’ assessment and collect the same as Common Expenses of the Condominium in accordance with the provisions of Article V. Section 2 hereof;

(ix)    To incur such liabilities, obligations, and expenses, and to pay from the principal or the income of the Trust property in their hands all such sums as they shall deem necessary or proper for the furtherance of the purposes of the Trust;

(x)    To determine, as to all sums of money and other things of value received by them, whether and to what extent the same shall be deemed to be and shall be accounted for as principal or as income, and as to all charges or expenses paid by them, whether and to what extent the same shall be charged against principal or against income, including, without hereby limiting the generality of the foregoing, the apportionment of any receipt or expense between principal and income, and to determine what portion, if any, of the actual income received upon any asset purchased or acquired at a premium or any wasting investment shall be added to principal to prevent a diminution thereof upon the maturity or exhaustion of such asset or investment;

(xi)    To vote in such manner as they shall think fit any or all shares in any corporation or trust that shall be comprised of the Trust property, and for that purpose to give proxies, to any person or persons or to one or more of their number, to vote, waive any notice, or otherwise act in respect of any such shares;

(xii)    To guarantee performance of the obligations of others in any cases where they shall deem that it is to the advantage of this Trust that they give such guaranty;

(xiii)    To maintain such offices and other places of business as they shall deem necessary or proper and to engage in business in Massachusetts or elsewhere;

(xiv)    To provide and contract for maintenance, repair, cleaning, and other services to owners of Units in the Condominium;

(xv)    To enter and have such access into Units in the Condominium as shall be reasonably necessary to the performance and exercise of the duties, obligations, rights, and powers of the Trustees hereunder;

(xvi)    To employ, appoint, and remove such agents, managers, officers, board of managers, brokers, employees, servants, assistants, and counsel (any of which may be a firm of which one or more of the Trustees or Unit Owners are members) as they shall deem proper, for the purchase, sale, or management of the Trust property, or any part or parts thereof, or for conducting the business of the Trust, and to define their respective duties and fix and pay their compensation and the Trustees shall not be answerable for the acts and defaults of any such person. The Trustees may delegate to any such agent, manager, officer, board, broker, employee, servant, assistant or counsel any or all of their powers (including discretionary power, except that the power to join in amending, altering, adding to, terminating, or changing this Declaration of Trust and the trust hereby created, and any other powers specified herein to be non-delegable, shall not be delegated) all for such times and purposes as they shall deem proper; provided, however, that any agreement entered into by the Trustees for professional management of the Condominium, or any other service contract or lease entered into by the Trustees binding the Trust, may not exceed three (3) years in term and must provide for termination by either party without cause and without payment of a termination fee on ninety (90) days or less written notice; and further provided that, if and so long as management of the Condominium by a professional managing agent has been required by any Unit institutional first mortgage holder, any decision to establish nonprofessional self-management of the Condominium by the Trustees or Unit Owners themselves shall require the prior written consent of Unit Owners holding at least seventy-five percent (75%) of the beneficial interest in the Common Areas and Unit institutional first mortgagees holding mortgages on Units accounting for at least sixty-seven percent (67%) of the beneficial interest in the Common Areas (based upon one vote for each Unit first mortgage owned). Without hereby limiting the generality of the foregoing, the Trustees shall, at least as often as annually, designate from their number a Chairman, a Treasurer, a Secretary, and such other officers of the Board of Trustees as they deem fit, and may from time to time designate one or more of their own number to be the Managing Trustee or Managing Trustees, for the management and administration of the Trust property and the business of the Trust, or any part or parts thereof; and

(xvii) Generally, in all matters not herein or in the Master Deed otherwise specified, to control, manage, and dispose of the Trust property as if the Trustees were the absolute owners thereof and to do any and all acts, including the execution of any instruments, that by their performance thereof shall be shown to be in their judgment for the best interest of the Unit Owners, and the Trustees shall have, without limitation, all of the rights and powers set forth in said Chapter 183 A and the Trustees shall by the exercise and fulfillment of the powers and provisions set forth in this Article V provide for the necessary operations of the Condominium and for maintenance, repair, and replacement of the common areas and facilities and assessments and payments therefor, including the approval of payment vouchers.

Section 2. WORKING CAPITAL. COMMON EXPENSES. PROFITS. AND

FUNDS

A. Working Capital Fund. The Trustees shall establish, and shall maintain in a segregated account for the use and benefit of the Trust a working capital fund as follows: (i) one such fund on behalf of all Unit Owners equal to at least one-sixth (1 /6th) of the annual Common Expenses expected to be incurred during the first full fiscal year of the Trust on account of matters related to the Common Areas (the “Working Capital Fund“!: and (ii) one such fund on behalf of solely the Residential Unit Owners equal to at least one-sixth (1 /6th) of the annual Common Expenses expected to be incurred during such first year on account of matters related to the Residential Common Areas (“the “Residential Working Capital Fund. The contribution to the Working Capital Fund attributable to each Unit shall be determined by the Trustees in accordance with the respective percentage of beneficial interest of such Unit as described in Article IV hereof and as set forth in Part I of Exhibit C of the Master Deed. The contribution to the Residential Working Capital Fund attributable to each Residential Unit shall be determined by the Trustees in accordance with the respective percentage of beneficial interest of such Residential Unit as described in Article IV hereof and as set forth in Part II of said Exhibit C.

Each such contribution, as determined as aforesaid, shall be paid to the Trust by the Unit Owner, other than the Declarant, of each Unit at the time the first deed to such Unit is delivered by the Declarant and each such contribution attributable to each then unsold Unit shall be paid to the Trust by the Declarant no later than ninety (90) days after the delivery by the Declarant of the first Unit deed of a Unit to a Unit purchaser. If the Declarant contributes any amounts to such working capital funds on account of unsold Units, as applicable, the Declarant shall be entitled to reimbursement of the amounts so contributed if and as such Units are sold by the Declarant and contributions attributable thereto are paid by such purchasing Unit Owners to the Trust.

The Working Capital Fund shall be used for unforeseen expenditures on account of or for acquisition of additional equipment or services which are part of the Common Areas, all at the discretion of the Trustees. The Residential Working Capital Fund shall be used for unforeseen expenditures on account of or for acquisition of additional equipment or services which are part of the Residential Common Areas, all at the discretion of the Trustees. Such contributions to the working capital funds by Unit Owners shall not be considered as advance payment of the Common Expense referred to below. In addition, the Trustees may, to such extent as they deem advisable, set aside common funds of the Condominium to be included in such working capital funds to be used for reduction of indebtedness or any other lawful capital purpose. The funds in the working capital funds shall be deemed not to be common profits available for distribution to Unit Owners (other than upon the termination of the Condominium and removal thereof from the provisions of said Chapter 183A, as described in Article VII below).

B.    Common Expenses. In addition to contributions to the working capital funds set forth above, and as set forth in the Master Deed, the Unit Owners shall be liable for Common Expenses of the Condominium, as follows: (i) with respect to such expenses related to the Common Areas, in proportion to their respective percentages of beneficial interest as described in Article IV hereof and as set forth in Part I of Exhibit C of the Master Deed, (ii) with respect to such expenses relating to the Residential Common Areas, in proportion to their respective percentages (if any) of beneficial interest as described in Article IV hereof and as set forth in Part II of said Exhibit C: and (iii) with respect to such expenses relating to certain common areas and facilities of the Condominium (such as, without limitation, patios and/or terraces) the exclusive use or benefit of which is reserved to one or more (but not all) of the Unit Owners pursuant to the Master Deed, as set forth in the applicable provisions of the Master Deed. The aforesaid Common Expenses shall include adequate reserve funds for maintenance, repairs and replacement of those items in the Common Areas that must be replaced on a periodic basis and shall be payable in regular installments rather than by special assessments. Such reserve funds shall be established separately for Common Areas and Residential Common Areas.

The Unit Owners shall be entitled to common profits of the Condominium as follows: (i) with respect to such profits related to the Common Areas, in proportion to their respective percentages of beneficial interests as set forth in Article IV hereof and as set forth in Part I of Exhibit C of the Master Deed; and (ii) with respect to such profits related to the Residential Common Areas, in proportion to their respective percentages (if any) of beneficial interests as described in Article IV hereof and as set forth in Part II of Exhibit C of the Master Deed. The Trustees may at any time or times distribute common profits among the Unit Owners in such applicable proportions, provided that, with respect to profits relating solely to the Residential Common, such distribution shall be made solely among the Residential Unit Owners, as the case may be. The obligation for payment of Common Expenses by the Declarant for unsold Units shall commence and proceed in the same fashion as set forth in Section 2(A) above.

C.    At least thirty (30) days prior to the commencement of each fiscal year of this Trust, and within thirty (30) days after the execution hereof with respect to the portion of a fiscal year then remaining, the Board of Trustees shall estimate the Common Expenses expected to be incurred during such fiscal year, together with a reasonable provision for contingencies and reserves to be included in the reserve funds, and after taking into account any undistributed common profits from prior years, shall determine the assessments) to be made for such fiscal year on account of Common Expenses. Such estimates, accounting for undistributed common profits and assessments(s), shall be done separately for the Common Areas and the Residential Common Areas. The Trustees shall promptly render statements to the Unit Owners of their respective shares of such assessments and such statements shall, unless otherwise determined by the Trustees as provided herein, be payable in twelve (12) equal installments, payable monthly on the first day of each calendar month occurring after the date such statements are rendered by the Trustees to the Unit Owners. In the event that the Board of Trustees shall determine during any fiscal year that any assessment so made is less than the Common Expenses actually incurred or in the reasonable opinion of the Trustees likely to be incurred, the Board of Trustees shall make a supplemental assessment or assessments and render statements therefor in the manner aforesaid, and such statements shall be payable and shall take effect as aforesaid. The Board of Trustees may in its discretion determine that payments of statements shall be made in monthly or other installments.

In the event any Unit Owner shall fail to make prompt payment of such Unit Owner’s assessment when due, such Unit Owner shall be obligated to pay interest at an annual rate equal to the greater of ten percent (10%), or two percent (2%) above the rate at that time announced by Bank of America, or any successor thereto, as its then Base Rate (but in no event higher than the highest rate permitted by law) on such unpaid assessment computed from the due date thereof until paid, together with all expenses including, without limitation, attorneys’ fees paid or incurred in any proceeding brought to collect such unpaid assessment or in any action to enforce the lien on such Unit, arising from such unpaid assessment, and all of the foregoing shall constitute Common Expenses for such Unit and shall be secured by a lien on such Unit pursuant to the provisions of this paragraph. Section 16 of this Article V. and Section 6 of said Chapter 183 A. The Trustees shall have the right to institute all proceedings deemed necessary or desirable by the Trustees to recover such unpaid Common Expenses together with interest thereon computed as aforesaid and the expenses paid or incurred in connection with any such proceedings as aforesaid (including, without limitation, reasonable attorneys’ fees and expenses).

If, in any action brought by the Trustees to enforce a lien on a Unit because of unpaid Common Expenses, the lien shall be foreclosed, then for such period as the Unit Owner shall continue to use such Unit, the Unit Owner shall be required to pay a reasonable rental for the use of such Unit and the plaintiff in such action shall be entitled to the appointment of a receiver to collect the same. The Trustees, acting on behalf of all Unit Owners, shall have the power to purchase such Unit at the foreclosure sale and to hold, lease, mortgage, convey, or otherwise deal with the same, except as otherwise provided in this Trust. A suit to recover a money judgment for unpaid Common Expenses shall be maintainable without enforcing or waiving the lien securing the same.

D. The Trustees shall expend common funds only for Common Expenses, and lawful purposes permitted hereby and by provisions of said Chapter 183 A.

Section 3. INSURANCE

A. The Trustees shall obtain and maintain, to the extent reasonably obtainable and permitted by applicable law, so-called master policies of insurance, providing fire-with-extended coverage and so-called all risk coverage insurance, insuring the Condominium, including, without limitation, the Common Areas and the Residential Common Areas, all of the Residential Units with all fixtures, including but not limited to counters and cabinetry, additions, alterations and improvements thereof, (but specifically excluding the fixtures, additions, alterations and improvements within the Commercial Units which shall be insured by the Unit Owner or tenant of said Commercial Unit at their sole cost and expense and shall provide evidence of same to the Trustees), all heating and cooling equipment and other service machinery, apparatus, equipment and installations comprised in the Common Areas and the Residential Common Areas, and also all such portions normally deemed to constitute part of the Building and customarily covered by such insurance (except the Commercial Unit Owners or tenant of said Commercial Unit shall insure the items within the Commercial Units at their sole cost and expense and shall provide evidence of such insurance to the Trustees), but not including any furniture, furnishings, or household and personal property belonging to and owned by individual Unit Owners or tenants, in an amount equal to not less than one hundred percent (100%) of the full replacement value thereof, exclusive of foundations, land and other items normally excluded therefrom without deduction for depreciation, but subject to a reasonable deductible as the Trustee(s) may determine, and which shall include, if available, so-called Agreed Amount, Inflation Guard, Construction Code and Replacement Cost Endorsements. The Trustee(s) may purchase a so-called “blanket” policy covering the Building, if they deem it advisable. In determining full replacement value, the Trustee(s) may reasonably rely upon the advice of the insurer or their agent. The name of the insured under such policy shall be stated in form, substance and effect similar to the following: “Trustee(s) of The Lincolnshire Condominium Trust for use and benefit of the Unit Owners of The Lincolnshire Condominium Trust and their mortgagees as their interest may appear”. Such insurance shall contain the standard mortgagee clause and shall name the Trustee(s) as Insurance Trustee(s) for the use and benefit of all Unit Owners of The Lincolnshire Condominium and their mortgagees as their interest may appear, with losses payable to and adjusted by the Trustee(s) as Insurance Trustee(s) in accordance with the provisions of By-Laws. The Trustee(s) may insure against such other hazards or risks of casualty as the Trustee(s) from time to time in their discretion shall determine to be appropriate, including, but not limited to, vandalism, malicious mischief, windstorm and water damage, earthquake, flood and machinery explosion or damage.

If the Condominium is located in an area identified by the Secretary of Housing and Urban development as an area having special flood hazards, a “blanket” policy of flood insurance on the Condominium shall be maintained in the amount of the aggregate of the outstanding principal balances of the mortgage loans on the Units comprising the Condominium or one hundred percent (100%) of the replacement cost of the building (above foundations), whichever is greater; subject, however, to (and in no event greater than) the maximum limit of coverage available under the National Flood Insurance Act of 1973, as amended.

B. Liability Insurance. The Trustee(s) shall obtain and maintain, to the extent obtainable and/or applicable, master policies of insurance with respect to the Common Areas and the Residential Common Areas for the benefit and protection of the Trust and all Unit Owners for: (i) comprehensive public liability insurance in such limits as the Trustee(s) may, from time to time, determine but in no case less than $1,000,000/$ 1,000,000 in coverage, covering the Trust, the Trustee(s), the property manager, if any, and each Unit Owner with respect to liability arising out of ownership, maintenance or repair of the Common Areas and the Residential Common Areas of the Condominium, such insurance containing a “severability of interest” endorsement which shall preclude the insurer from denying the claim of a Unit Owner because of negligent acts of the Trust, the Trustee(s), the Unit Owner or other Unit Owners, and other provisions commonly referred to as a “Special Condominium Endorsement” or its equivalent; (ii) workers’ compensation and employee’s liability insurance; (iii) if applicable, boiler and machinery insurance in such limits as the Trustee(s) may, from time to time, determine; and (iv) such other liability insurance as the Trustee(s) may from time to time deem appropriate and desirable.

C.    Fidelity Coverage. The Trustee(s) shall obtain fidelity coverage against dishonest acts on the part of the Trustee(s), the property manager, if any, employees or volunteers responsible for handling funds belonging to the Trust or administered by the Trustee(s). This fidelity insurance shall name The Lincolnshire Condominium Trust as the named insured and shall be written in an amount equal to the maximum amount that will be in the custody of the Trust at any one time, but in no event less than three months Common Expenses plus all reserves. In connection with such coverage, an appropriate endorsement to the policy to cover any persons who serve without compensation shall be added if the policy would not otherwise cover volunteers.

D.    Directors And Officers Liability Insurance. The Trustee(s) may obtain Directors’ and Officers’ Liability Insurance in such amount and upon such terms as they deem appropriate.

E.    FHLMC And FANNIE MAE Insurance Requirements. The Trustee(s) and the property manager, if any, may rely upon the advice of its insurance agent in determining what coverages and in what amounts those coverages should be maintained by the Trust.

F.    Unit Owners’ Insurance. Unit Owners, including the Commercial Unit Owners and/or their tenants, shall carry insurance for their own benefit insuring their furniture, furnishings and other personal property located within their respective Units or its appurtenance, and for such as is not covered by the Condominium master policies -particularly any deductible; provided that all such policies shall contain waivers of subrogation and further provided that the liability of the carriers issuing insurance obtained by the Trustee(s) shall not be affected or diminished by reason of any such additional insurance carried by any Unit Owner. Unit Owners shall in all events maintain liability insurance coverage for damage to the Condominium in such reasonable amounts as the Trustee(s) may determine and, upon request, provide evidence thereof to the Trustee(s). The Commercial Units may, by the request of the Trustee(s), be required to carry host liquor liability and other coverages deemed reasonably necessary by the Trustee(s) based on the use of the Commercial Units.

G.    Terms and Conditions of Policies. Policies for casualty insurance, and to the extent applicable, such other policies of insurance, shall provide: (i) that the insurance company waive any right of subrogation against the Trustee(s), their agents and employees, and the Unit Owners, their respective employees, agents, tenants and guests to the extent they are not specifically obligated hereunder (but the insurance need not waive subrogation against the tenant of a Commercial Unit); (ii) that the insurance shall not be prejudiced by any act or neglect of any Unit Owners or occupants or any other person or firm (including employees and agents of the Trustee(s) when such act or neglect is not within the control of the Trustee(s) (or Unit Owners collectively) or by failure of the Trustee(s) (or Unit Owners collectively) to comply with any warranty or condition with regard to any portion of the premises over which the Trustee(s) (or Unit Owners collectively) have no control; (iii) that such policies may not be canceled or substantially modified without at least twenty (20) days’ prior written notice to all Unit Owners and mortgagees of Unit to whom certificates of insurance have been issued; (iv) that recovery thereunder shall not be affected on account of the availability of proceeds under any policies obtained by individual Unit Owners covering their Units; and (v) if obtainable, that the company shall waive any right it may have under the policy to repair or restore damage should the Unit Owners elect to terminate the Condominium because of such damage.

Such insurance policies may provide for a deductible for each coverage thereof as determined by the Trustee(s) in their absolute discretion. In the event of any loss which relates in part to insurable portions of a Unit, or Units, and/or in part to the Common Areas and/or the Residential Common Areas, the Trustee(s) shall apportion the deductible amount directly proportional to the amount of such loss related to such Unit, or Units, and/or the amount of the loss related to the Common Areas or Residential Common Areas. Where such loss is solely to a Unit, the deductible amount shall be borne solely by the Unit Owner thereof. Where such loss is solely to the Common Areas or Residential Common Areas, such shall be borne from the appropriate common funds. Such deductible amount may be assessed to all Unit Owners or all Residential Unit Owners, as the case may be, as a special assessment of Common Expenses hereunder. Unit Owners shall be liable for such special assessments as part of and in addition to their respective shares of the Common Expenses, and until such charges are paid by such Unit Owners, the same shall constitute a lien against their Units pursuant to the provisions of this paragraph and Section 6 of said Chapter 183 A.

H.    Insurance Appraisal. The Trustee(s) may obtain an appraisal of the full replacement value of the Condominium to be insured in accordance with the foregoing provisions of this Section, without deduction for depreciation, for the purpose of determining the amount of insurance to be maintained pursuant to this Section. If the Trustee(s) in their discretion deem it necessary, they shall upon notification of improvements to be made to a Unit by a Unit Owner increase the insurance coverage afforded by said master policy.

I.    Trustee(s) As Insurance Trusteed. The Trustee(s) (i) shall have exclusive authority to negotiate all losses as herein provided for, (ii) shall collect and receive all loss insurance proceeds, and (iii) shall hold, use, apply and disburse the same in accordance with the applicable provisions of these By-Laws for the benefit of the Unit Owners and their respective mortgagees (and successors and assigns thereof), as their interests may appear. With respect to losses which affect portions or elements covered by such insurance of more than one Unit and/or the Common Areas or the Residential Common Areas to different extents, the proceeds relating thereto shall be used, applied and disbursed by the Trustee(s) in their judgment in a fair and equitable manner, primarily based upon the relative losses.

Certificates evidencing all or any portion of the insurance carried pursuant to the provisions of this Section 3. with such proper mortgagee endorsements as may be requested, shall be furnished to any Unit Owner or Unit mortgagee requesting to be furnished with the same.

J.    The cost of all such insurance obtained and maintained by the Trustees pursuant to provisions of this Section 3 shall be a Common Expense.

Section 4. REBUILDING AND RESTORATION. IMPROVEMENTS AND CONDEMNATION

A. Rebuilding and Restoration. In the event of any casualty loss to the common areas and facilities, the Trustees shall determine in their reasonable discretion whether or not such loss exceeds ten percent (10%) of the value of the Condominium immediately prior to the casualty and shall notify all Unit Owners of such determination. If such loss as so determined does not exceed ten percent (10%) of such value, the Trustees shall proceed with the necessary repairs, rebuilding, or restoration using common funds and otherwise in the manner provided in paragraph fa) of Section 17 of said Chapter 183 A and in accordance with Section 2 of this Article V governing the liability of Unit Owners, respectively, for maintenance, repair and replacement of Residential Common Areas and Common Areas, as the case may be. If such loss as so determined does exceed ten percent (10%) of such value, the Trustees shall forthwith submit to all Unit Owners (i) subject to the provisions of the remainder of this Paragraph A of this Section 4 a form of agreement (which may be in several counterparts) for execution by the Unit Owners authorizing the Trustees to proceed with the necessary repair, rebuilding or restoration, and (ii) a copy of the provisions of said Section 17: and the Trustees shall thereafter proceed in accordance with, and take such further action as they may in their discretion deem advisable in order to implement the provisions of paragraph fb) of said Section 17.

Each Residential Unit Owner hereby votes, and covenants and agrees with and for the benefit of the Commercial Unit Owners to vote, and hereby and by acceptance by each such Residential Unit Owner of a Unit deed to such Residential Unit Owner’s Unit (whether or not it is so expressed in such deed) grants to the Commercial Unit Owners (on behalf of the Residential Unit Owner and all those claiming by, through or under such Residential Unit Owner) an irrevocable power of attorney, coupled with an interest and proxy to vote, in the name and behalf of such Residential Unit Owner (without the requirement or necessity of securing any further consent or execution of any further document by such Residential Unit Owner) at any meeting of Unit Owners of the Condominium, in favor of repair or restoration of any casualty loss to any portion of the Condominium if and only if:

(i)    as a result of such casualty the loss exceeds ten percent (10%) of the value of the Condominium prior to the casualty;

(ii)    the insurance proceeds payable with respect to such casualty loss, plus any sums which the Commercial Unit Owners may agree to contribute for such purpose, will be adequate to pay the amount by which the costs of such repair or restoration exceed any deductible amount provided for in the Condominium’s master policy of property insurance obtained by the Trustees in accordance with the provisions of the foregoing Section 3 of Article V of these By-Laws; and

(iii)    any damage to the portions of such Residential Unit Owner’s Unit required to be insured by the Condominium under said master policy of property insurance can reasonably be expected to be repaired or restored within one (I) year from the time that such repair or restoration work is commenced.

Each Commercial Unit Owners hereby votes, and covenant and agrees with and for the benefit of the Residential Unit Owners to vote, and hereby and by acceptance by each such Commercial Unit Owner of a Unit deed to such Commercial Unit Owner’s Unit (whether or not it is so express in such deed) grants to the Residential Unit Owners (on behalf of the Commercial Unit Owners and all those claiming by, through or under such Commercial Unit Owners) an irrevocable power of attorney, coupled with an interest and proxy to vote, in the name and behalf of such Commercial Unit Owner (without the requirement or necessity of securing any further consent or execution of any further document by such Commercial Unit Owner) at any meeting of Unit Owners of the Condominium in favor of repair or restoration of any casualty loss to any portion of the Condominium if and only if:

(i)    as a result of such casualty the loss exceeds ten percent (10%) of the value of the Condominium prior to the casualty;

(ii)    the insurance proceeds payable with respect to such casualty loss, plus any sums which the Residential Unit Owners may agree to contribute for such purpose, will be adequate to pay the amount by which the costs of such repair or restoration exceed any deductible amount provided for in the Condominium’s said master policy of property insurance; and

(iii)    any damage to the portions of such Commercial Unit Owner’s Unit required to be insured by the Condominium under said master policy of property insurance can reasonably be expected to be repaired or restored within one (1) year from the time that such repair or restoration work is commenced.

B. Trustee Proposed Improvements to Common Areas. If and whenever the Trustees shall propose to make any improvement to the Common Areas of the Condominium or shall be requested in writing by the Unit Owners holding twenty-five percent (25%) or more of the beneficial interest in the Common Areas (in accordance with Part I Exhibit C of the Master Deed) to make any such improvement, the Trustees shall submit to all Unit Owners (i) a form of agreement (which may be in several counterparts) specifying the improvement or improvements proposed to be made and the estimated cost thereof, and authorizing the Trustees to proceed to make the same, and (ii) a copy of the provisions of Section 18 of said Chapter 183 A. Upon the first to occur of (i) the receipt by the Trustees of such agreement signed by Unit Owners holding seventy-five percent (75%) or more of the beneficial interest in the Common Areas, or (ii) the expiration of ninety (90) days after the date such agreement was first submitted to the Unit Owners, the Trustees shall notify all Unit Owners of the aggregate percentage of such beneficial interest held by Unit Owners who have then signed such agreement. If such percentage is or exceeds seventy-five percent (75%), the Trustees shall proceed to make the improvement or improvements specified in such agreement, charging all Unit Owners in the same proportion as they contribute to the Common Expenses. If such percentage is or exceeds fifty percent (50%), but is less than seventy-five (75%), the Trustees shall resubmit the form agreement to those Unit Owners who originally assented thereto, and if the agreement is then signed by Unit Owners holding fifty percent (50%) or more of the beneficial interest in the Common Areas within ninety (90) days after such agreement was resubmitted, the Trustees shall proceed to make the improvement or improvements specified in such agreement, charging each Unit Owner who has so assented a pro rata share of the cost of such improvement or improvements, based upon such Unit Owner’s beneficial interest in the Common Areas as a percentage of the aggregate percentage such beneficial interest is held by the Unit Owners who have signed such agreement (for example, for purposes of illustration only, if such aggregate percentage is sixty-five percent (65%) and if an assenting Unit Owner has a beneficial interest in the Common Areas of .0400, such Unit Owner shall be charged with .0615 of such improvement or improvements).

C.    Trustee Proposed Improvements to Residential Common Areas. If and whenever the Residential Trustees shall propose to make any improvements to the Residential Common Areas of the Condominium or shall be requested in writing by the Residential Unit Owners holding twenty-five percent (25%) or more of the aggregate beneficial interest of all Residential Unit Owners in the Residential Common Areas (in accordance with Part II of Exhibit C of the Master Deed) to make any such improvements, the Residential Trustees shall submit to all Residential Unit Owners (i) a form of agreement (which may be in several counterparts) specifying the improvement or improvements proposed to be made and the estimated cost thereof, and authorizing the Residential Trustees to proceed to make the same and (ii) a copy of the provisions of Section 18 of said Chapter 183 A. Upon the first to occur of (i) receipt by the Residential Trustees of such agreement signed by Residential Unit Owners holding seventy-five percent (75%) or more of the aggregate beneficial interest of all Residential Unit Owners in the Residential Common Areas, or (ii) the expiration of ninety (90) days after the date such agreement was first submitted to the Residential Unit Owners, the Residential Trustees shall notify all Residential Unit Owners of the aggregate percentage of beneficial interest in the Residential Common Areas held by Residential Unit Owners who have signed such agreement. If such percentage is or exceeds seventy-five percent (75%) of the aggregate beneficial interest of all Residential Unit Owners in the Residential Common Areas, the Residential Trustees shall proceed to make the improvement or improvements specified in such agreement, charging all Residential Unit Owners pro rata based upon each Residential Unit Owner’s beneficial interest in the Residential Common Areas (in accordance with Part II of Exhibit C of the Master Deed). If such percentage is or exceeds fifty percent (50%) of the aggregate beneficial interest of all Residential Unit Owners in the Residential Common Areas, but is less than seventy-five percent (75%) thereof, the Residential Trustees shall resubmit the form agreement to those Residential Unit Owners who originally assented thereto, and if the agreement is then signed by Residential Unit Owners holding 50% or more of the aggregate beneficial interest of all Residential Unit Owners in the Residential Common Areas within ninety (90) days after such agreement was resubmitted, the Residential Trustees shall proceed to make the improvement or improvements specified in such agreement, charging each Residential Unit Owner who has assented a pro rata share of the cost of such improvement or improvements, based upon such Residential Unit Owner’s beneficial interest in the Residential Common Areas as a percentage of the aggregate percentage of beneficial interest in the Residential Common Areas held by Residential Unit Owners who have signed such resubmitted agreement. The Commercial Unit Owners shall not be responsible for any charges pursuant to this Paragraph C.

D.    Unit Owner Proposed Improvements to Common Areas and Residential Common Areas. If and whenever any Unit Owner shall propose to make an improvement to or affecting the common areas and facilities of the condominium at such Unit Owner’s own expense, and the Trustees or, in the case of an improvement to and affecting only Residential Common Areas (as defined in the Master Deed), the Residential Trustees, determine in their reasonable discretion that such improvement would be consistent and compatible with the provisions and intent of the Master Deed and this Declaration of Trust, the Trustees or Residential Trustees, as the case may be, may, but shall not be obligated to, authorize such improvement to be made at the sole expense of the Unit Owner proposing the same, without the consent or approval of other Unit Owners, subject to such contractual undertakings of the Unit Owner proposing such improvement as the Trustees or the Residential Trustees, as the case may be, in their reasonable discretion deem to be necessary or desirable in the circumstances. The provisions of this paragraph requiring authorization of the Trustees or the Residential Trustees for such improvements shall not be applicable to such improvements made by the Declarant and shall not restrict, diminish or otherwise affect any of the rights and privileges of the Commercial Units Owners granted, reserved, contained or referred to in the Master Deed or elsewhere in this Declaration of Trust.

E. Condemnation. Subject to applicable law, including the provisions of Chapter 183 A:

(1)    In the event of a taking or acquisition of part or all of the Common Areas by a condemning authority, any award or proceeds of settlement resulting therefrom shall be payable to the Trustees for the use and benefit of the Unit Owners and their mortgagees as their interests may appear, and shall otherwise be treated as a casualty loss in accordance with applicable provisions of these By-Laws; and

(2)    Any restoration or repair of the Condominium after a partial condemnation or damage resulting from an insurable hazard shall be performed in accordance with this Declaration of Trust and insofar as practicable with the original plans and specifications (modified, however, to any extent necessary or appropriate to meet then applicable code requirements), unless other action is approved by Unit Owners holding at least seventy-five percent (75%) of the beneficial interest in the Common Areas. No re-allocation of beneficial interest in the Common Areas resulting from a partial condemnation or partial destruction of the Condominium shall be effected without the approval of all Unit Owners whose Units are thereby affected.

F. Notwithstanding anything to the contrary contained in this Section 4. the Trustees shall not in any event be obliged to proceed with any repair, rebuilding or restoration, or any improvement, unless and until they have received funds in an amount equal to the estimate of the Trustees of all costs thereof.

Section 5. UNIT INSTITUTIONAL MORTGAGES

Notwithstanding anything to the contrary contained herein:

A. Notice to Trustees. A Unit Owner who mortgages his Unit shall notify the Trustees of the name and address (and any changes therein) of his mortgagee and the Trustees shall list and maintain such information in a separate book. All provisions herein and in the Master Deed calling for notice to be given to (or for consent to be obtained from) mortgagees or mortgage holders shall relate to and require only the giving by United States mail (postage prepaid) of such notice to (and obtaining such consent from) the institutional holders of mortgages of record for which such information has been provided to the Trustees and such other mortgagees which choose to notify the Trustees, but there shall be no obligation on the part of the Trustees to identify and notify mortgagees other than those listed with the Trustees. For the purposes of notices which may be given to the Trustees and other insureds by any insurance carrier, the Trustees shall notify the Trustee’s insurance agent placing insurance for the benefit of Unit Owners at the Condominium of the names and addresses of such institutional mortgagees which the Trustees have been requested to notify in accordance with the foregoing.

B.    Notice to Mortgagees. The Trustees, whenever so requested by the institutional mortgagee of a Unit, shall promptly provide to such mortgagee in accordance with such request a written notification of:

(1)    any then unpaid Common Expenses due from, or any other default by, the owner of the mortgaged Unit if any such default is not cured within sixty (60) days of notice of the same to the Unit Owner;

(2)    any condemnation loss or any casualty loss that affects a material portion of the Condominium or any Unit on which there is a mortgage held by such mortgagee. If a private institutional mortgage investor of which the Trustees have been notified then owns in whole or in part a mortgage of any Unit in the Condominium, the Trustees, on behalf of the Trust, shall give written notice to said investor (c/o its then servicer at its servicer’s suitably identified address) of any loss to or taking of the common areas and facilities if such loss or taking exceeds $50,000.00, or of damage to a Unit covered by a mortgage purchased in whole or in part by said investor if such damage exceeds $10,000.00;

(3)    any lapse, cancellation, or material reduction of any insurance policy or fidelity bond maintained by the Trust;

(4)    any proposed action that would hereunder expressly require the prior written consent or approval of a specified percentage of such institutional mortgagees; and/or

(5)    all meetings of Unit Owners.

C.    All taxes, assessments and charges that may become liens prior to a mortgage on a Unit under local law shall relate only to the individual Units and not to the Condominium as a whole, and any lien in favor of the Trust for assessments or other charges against any Unit shall be subordinated to the extent stated in Section 16 of this Article V.

D.    No Unit Owner or any other party shall have a priority over any rights of any institutional mortgagee of a Unit pursuant to its mortgage in the case of a distribution to such Unit Owner of insurance proceeds or condemnation awards for losses to or a taking of Units and/or common areas and facilities.

Section 6. RESTRICTIONS. REQUIREMENTS, RULES AND REGULATIONS

The use of the Condominium and each Unit Owner’s Unit shall be restricted to and shall be in accordance with the provisions of the Master Deed, this Trust (including all rules and regulations promulgated pursuant hereto), and all applicable laws, zoning ordinances, rules, regulations, and requirements of all governmental bodies having jurisdiction over the Condominium or the use and occupancy thereof. All provisions of the Master Deed and this Trust, including the Rules and Regulations (hereinafter defined), as from time to time amended, and the administrative rules and regulations of the Trustees, both referred to hereinbelow, shall be enforced by the Trustees. The Board of Trustees may eliminate any violation of any such provisions, and the cost and expense of eliminating the same shall constitute a Common Expense; except, however, that if a violation is caused in whole or in part by any Unit Owner, his family, servants, employees, agents, visitors, lessees, licensees or pets, the cost and expense of eliminating such violation, or such portion of such cost and expense as the Trustees may determine, shall be charged to such Unit Owner, and shall constitute a portion of such Unit Owner’s Common Expenses which shall be payable by such Unit Owner upon demand, and shall be enforced and constitute a lien against the Unit of such Unit Owner in accordance with the provisions of this paragraph, Section 16 of this Article V. and/or Section 6 of said Chapter 183 A. The Trustees may also impose a reasonable fine upon such Unit Owner for repeated or continuing violations thereof and such fine shall constitute a portion of such Unit Owner’s Common Expenses which shall be payable by such Unit Owner upon demand, and until the same is paid by such Unit Owner shall constitute a lien against the Unit of such Unit Owner pursuant to the provisions of this paragraph, Section 16 of this Article V and/or Section 6 of said Chapter 183A.

The Board of Trustees has adopted the Rules and Regulations (the “Rules and Regulations“!, set forth in Schedule A annexed hereto, containing such restrictions on and requirements respecting the use and maintenance of the Units, and the use of the common areas and facilities as are consistent with provisions of the Master Deed and are designed to prevent unreasonable interference with the use by Unit Owners of their Units and of the common areas and facilities. The Rules and Regulations are hereby expressly made a part of the Trust and incorporated by this reference.

The Board of Trustees may at any time and from time to time amend, alter, add to, or change the Rules and Regulations in accordance with the applicable provisions of Article VII of this Trust. The Trustees shall have the non-delegable right at any time and from time to time to adopt, amend, and rescind administrative rules and regulations governing the details of the operation and use of the common areas and facilities (including, without limitation, the Common Areas and any common areas and facilities the exclusive use or enjoyment of which is for one or more, but less than all. Units), provided the same are not inconsistent with the Master Deed, these By-Laws or the Rules and Regulations set forth in Schedule A hereto. Copies of such administrative rules and regulations and any amendments thereof shall be furnished by the Trustees to each Unit Owner not less than fifteen (15) days prior to the effective date thereof.

Section 7. MEETINGS

A. The Board of Trustees shall meet annually on the date of the annual meeting of the Unit Owners and at such meeting shall elect the Chairman, Treasurer, and Secretary hereinbefore provided for. Other meetings may be called by the Chairman and in such other manner as the Trustees may establish, provided, however, that written notice of each meeting stating the place, day and hour thereof shall be given at least seven days before such meeting to each member of the Board of Trustees. A majority (as provided in Section 2 of Article III of this Declaration of Trust) of the Trustees shall constitute a quorum at all meetings, and such meetings shall be conducted in accordance with such rules as the Board of Trustees may adopt.

Any action required or permitted to be taken at any meeting of the Board of Trustees may be taken without a meeting if and only if a majority of the Trustees (as provided in Section 2 of Article III of this Declaration of Trust) consent to the action in writing and the written consents are filed with the records of the Board. Such consents shall be treated for all purposes as a vote at a meeting.

B. There shall be an annual meeting of the Unit Owners on the third Tuesday of March in each year at 7:30 P.M. at the Condominium premises or at such other reasonable place and time (not more than thirty (30) days before or after said date) as may be designated by the Board of Trustees by written notice given to the Unit Owners at least fourteen (14) days prior to the date so designated. At each such annual meeting of the Unit Owners, the Board of Trustees shall submit reports of the management and finances of the Condominium.

Special meetings of the Unit Owners may be called at any time by the Board of Trustees and shall be called by them upon the written request of Unit Owners holding thirty-three and one-third percent (33-1/3%) or more of the beneficial interest in the Common Areas. Written notice of any such special meeting designating the place, day, and hour thereof shall be given by the Board of Trustees to the Unit Owners at least fourteen (14) days prior to the date so designated.

Whenever at any meeting the Board of Trustees proposes to submit to the Unit Owners any matter with respect to which approval of or action by the Unit Owners is necessary or appropriate, the notice of such meeting shall so state and reasonably specify such matter.

Each Unit Owner, or a person designated in accordance with Article IV. Section 2. of this Trust to act as proxy on behalf of such Unit Owner and who need not be a Unit Owner, shall be entitled to cast the votes appurtenant to the Unit of such Unit Owner at all meetings of Unit Owners. Any such designation of proxy may be revoked as provided in said Article IV. Section 2. by the designating Unit Owner at any time prior to a meeting at which it is to be used. Each Unit Owner shall be entitled to cast a vote which represents ownership of that percentage of the beneficial interest in the Common Areas attributable to the Unit as set forth in Part I and Part II of Exhibit C of the Master Deed at all meetings of the Unit Owners and/or all other voting purposes. At all meetings of Unit Owners, the Declarant shall be entitled to the same voting rights as to Units owned by the Declarant as any other Unit Owners have as to Units owned by such other Unit Owners. The vote of Unit Owners holding fifty-percent (50%) or more of the beneficial interest in the Common Areas at a meeting at which a quorum (as hereinafter defined) shall be present shall be binding upon all Unit Owners for all purposes except where otherwise provided by law, this Trust or the Master Deed; provided, however, that for matters to be voted only by Residential Unit Owners pursuant to the express provisions of this Trust or the Master Deed (including, without limitation, the election of Residential Trustees), said fifty-percent (50%) or more shall be calculated based solely upon the beneficial interest in the Residential Common Areas and the vote of Residential Unit Owners holding a majority of the beneficial interest in the Residential Common Areas at a meeting at which a quorum therefor shall be present shall be binding upon all Unit Owners for the purposes of deciding such matters or electing Residential Trustees, and further provided, that for matters to be voted only by Commercial Unit Owners pursuant to the express provisions of this Trust or the Master Deed (including, without limitation, the election of a Commercial Trustee), the vote of Commercial Unit Owners holding a majority of the Commercial Unit Owners’ beneficial interest in the Common Areas at a meeting at which a quorum therefor shall be present shall be binding upon all Unit Owners for the purposes of deciding such matters or electing a Commercial Trustee.

Except as otherwise provided in this Trust, the presence in person or by proxy of Unit Owners holding fifty percent (50%) or more of the beneficial interest in the Common Areas shall constitute a quorum at all meetings of the Unit Owners; provided, however, that for the sole purposes of deciding matters reserved solely to the Residential Unit Owners, as aforesaid, or of an election and appointment of either or both Residential Trustees, in accordance with Section 1 of Article III of this Trust, and for no other purposes, the presence in person or by proxy of Residential Unit Owners holding fifty percent (50%) or more of the beneficial interest in the Residential Common Areas shall constitute a quorum at such meeting, and further provided, that for the sole purposes of deciding matters reserved solely to the Commercial Unit Owners, as aforesaid, or of an election and appointment of a Commercial Trustee, in according with Section 1 of Article III of this Trust, and for no other purposes, the presence in person or by proxy of Commercial Unit Owners holding fifty percent (50%) or more of the Commercial Unit Owners’ beneficial interest in the Common Areas shall constitute a quorum at such meeting.

For purposes of this Trust, a majority (or any specified percentage) of Unit Owners shall mean Unit Owners (or Residential Unit Owners or Commercial Unit Owners, as the case may be) holding more than fifty percent (50%) of the beneficial interest in the Common Areas and/or the Residential Common Areas, as the case may be.

Section 8. NOTICES TO UNIT OWNERS

Except as otherwise provided in this Trust, every notice to any Unit Owner that is required under the provisions hereof or that may be deemed by the Trustees to be necessary or desirable in connection with the execution of the Trust created hereby, or that may be ordered in any judicial proceeding, shall be deemed sufficient and binding if a written or printed copy of such notice shall be given by one or more of the Trustees to such Unit Owner by leaving such notice with such Unit Owner at his or her Unit in the Condominium or by mailing it, postage prepaid, and addressed to such Unit Owner at his or her address as it appears upon the records of the Trustees, at least seven (7) days prior to the date fixed for the happening of the matter, thing, or event of which such notice is given.

Section 9. INSPECTION OF BOOKS. REPORT TO UNIT OWNERS

Books, accounts, and records of the Trustees, including copies of all insurance policies carried by the Trust, as well as complete and accurate copies of the Master Deed, this Declaration of Trust, and any amendments to either of them, shall be open to inspection to any one or more of the Trustees and the Unit Owners at all reasonable times. The institutional holders of mortgages on Units shall be entitled to have, promptly upon written request to the Trustees, an audited financial statement for the immediately preceding fiscal year prepared at such holders’ expense if such statement is not otherwise available. The Trustees shall, as soon as reasonably possible after the close of each fiscal year, or more often if convenient to them, submit to the Unit Owners a report of the operations of the Trustees for such year that shall include financial statements in such summary form and in such detail as the Trustees shall deem proper and meeting minutes from the most recent annual meeting of Unit Owners and any special meeting held since the annual meeting. Institutional holders of mortgages on Units shall be entitled to inspect that portion of the books, accounts and records of the Trustees and insurance policies which relate to said Units at all reasonable times. Any person who has been furnished with such report and shall have failed to object thereto by notice in writing to the Trustees given by registered mail within a period of six (6) months of the date of such receipt by him shall be deemed to have assented thereto.

Section 10. CHECKS. NOTES. DRAFTS AND OTHER INSTRUMENTS

Checks, notes, drafts and other instruments for the payment of money drawn or endorsed in the names of the Trustees or of the Trust may be signed by any Trustee, acting alone or by any person or persons to whom such power may at any time or from time to time be delegated by not less than a majority of the Trustees (the “Designated Personfs)”). with respect to such checks and other instruments in an amount in each instance of $5,000.00 or less. For checks and other instruments greater than $5,000.00, the signature by any two Trustees or by any such Designated Person(s) shall be required.

Section 11. SEAL

The seal of the Trustees shall be circular in form, bearing the inscription -“THE LINCOLNSHIRE CONDOMINIUM TRUST” – but such seal may be altered by the Trustees at their option, and the Trustees may, at any time or from time to time, at their option, adopt a different common or wafer seal, which shall be valid for all purposes.

Section 12. SPECIAL COMMON FACILITIES

Subject to applicable provisions of the Master Deed and this Trust, the Trustees may at reasonable times and in accordance with rules and regulations from time to time adopted by the Trustees close any common areas and facilities (the exclusive use of which are not reserved to a particular Unit or Units) of the Condominium to common use of the Unit Owners and temporarily allocate the use thereof to the Trustees, or, upon application therefor, to any Unit Owner or Owners, for their exclusive use for meetings, social and other functions and other purposes consistent with the comfort and convenience of the Unit Owners and their enjoyment of the amenities of the Condominium, and upon payment of reasonable charges therefor, if any, from time to time established by the Trustees, which charges shall be in addition to other Common Expenses and shall upon receipt by the Trustees constitute common funds.

Section 13. FISCAL YEAR

The fiscal year of the Trust shall be the year ending with the last day of December.

Section 14. NO RIGHT OF FIRST REFUSAL

The right of a Unit Owner to sell, transfer or otherwise convey his or her Unit and/or any other appurtenant right shall not be subject to any right of first refusal or other restriction having the same effect. In the event that any such right of first refusal is established by an amendment of the Master Deed and/or this Declaration of Trust or otherwise, then, during any period in which such right of first refusal is in effect, such right of first refusal shall not impair the rights of an institutional mortgagee of a Unit to:

(i)    foreclose or take title to such Unit pursuant to the remedies provided in the mortgage,

(ii)    accept a deed (or assignment) in lieu of foreclosure in the event of a default by a mortgagor, or (iii) sell, or lease (subject to any provisions governing the use and leasing of Units contained in the Master Deed, this Declaration of Trust and all rules and regulations pursuant hereto) such Unit acquired by such mortgagee under the mortgage.

Section 15. LEASING RESTRICTIONS

All leases, rental agreements, or agreements in the nature thereof, by a Unit Owner, for all or any part of any Unit shall be in writing, for a term of not less than one (1) year, and shall be specifically subject to the requirements of the Master Deed, this Declaration of Trust, and all rules and regulations of the Condominium.

Section 16. CONDOMINIUM LIENS

The lien imposed pursuant to any one or more of the provisions of this Declaration of Trust, including the Rules and Regulations adopted pursuant hereto, or of the Master Deed, is a lien imposed by virtue of the covenants and contractual obligations contained herein, and is, in addition, a statutory lien created by virtue of the provisions of Section 6 of said Chapter 183 A. Such lien imposed pursuant to the provisions of this Declaration of Trust or the Master Deed shall be enforced in the manner provided in Section 5 of Chapter 254 of the Massachusetts General Laws, and shall be enforceable to the full extent permitted by law.

Such lien is prior to all other liens and encumbrances on a Unit except (i) liens and encumbrances recorded before the recordation of the Master Deed, (ii) a first mortgage on the Unit, including but not limited to Bank of America, N.A.’s Construction Mortgage and Security Agreement dated as of July 15, 2005 and recorded with the Suffolk County Registry of Deeds in Book 37582, Page 297, (for so long as it remains undischarged as to a particular unit) recorded before the date on which the assessment sought to be enforced became delinquent and (iii) liens for real estate taxes and other municipal assessments or charges against the Unit.

This lien is also prior to the mortgages described in clause (ii) above to the extent of the Common Expense based on the budget adopted pursuant to Section 2 (D! of this Article V which would have become due in the absence of acceleration during the six (6) months immediately preceding institution of an action to enforce the lien and to the extent of any costs and reasonable attorneys’ fees incurred in the action to enforce the lien; provided, however, that the Trust shall have informed the first mortgagee as required by Section 6 tel of said Chapter 183A, as it may be amended, of the Trust’s intent to bring said action; and provided further, that payment of the assessments with respect to such six (6) month period, and to the extent of any costs or reasonable attorneys’ fees incurred in said action, shall serve to discharge such lien to the extent that such lien is prior to such mortgages described in clause (ii) above. The priority amount shall not include any amounts attributable to special assessments, late charges, fines, penalties, and interest assessed by the Trustee. The failure of the Trustee to send the first mortgagee either the notice of sixty (60) days’ delinquency of Common Expenses, as described above, or the thirty (30) day notice of intent to file an action to enforce the lien for delinquent Common Expenses, as described above, shall not affect the priority lien of the Trust for up to six (6) months’ Common Expenses, but the priority amount shall not include any costs or attorneys’ fees incurred in the action to enforce the lien. This provision shall not affect the priority of mechanics’ or materialmen’s liens, or the priority of liens or other assessments made by the Trust. Recording of the Master Deed constitutes record notice and perfection of this lien, no further recordation of any claim of lien for assessment under this Section 16 is required. Neither Section 6 of Chapter 183 A nor anything contained in Sections 5 or 5A of Chapter 254 shall be deemed to prohibit actions to recover sums for which Section 6 of Chapter 183 A creates a lien or to prohibit the Trust from taking a deed in lieu of enforcement of the lien created by Section 6 of Chapter 183 A.

Wherever in the Master Deed or in this Declaration of Trust, including the Rules and Regulations adopted pursuant hereto, it is provided that a Unit Owner is responsible or liable for any costs or expenses which may be incurred by or on behalf of the Trust and/or that the Trustees may assess to a Unit Owner any such costs or expenses, the Trustees may assess the same to such Unit Owner, and until paid the same shall constitute a lien against the Unit of such Unit Owner pursuant to the provisions hereof and the provisions of Section 6 of said Chapter 183 A.

As a separate and additional remedy, the Trust may collect from any tenant renting a Unit rent due to the Unit Owner if a Unit Owner fails to pay his share of the Common Expenses to the Trust for at least twenty-five (25) days from the date it was due, subject to the existing rights of a holder of a first mortgage and pursuant to the provisions of Section 6 of Chapter 183 A.

A statement signed by any two (2) Trustees or the person or persons to whom such power may at any time or from time to time be delegated pursuant to Article V. Section 1, clause (xvih stating that there are no unpaid Common Expenses, if applicable, shall discharge the Unit from the lien.

ARTICLE VI – RIGHTS AND OBLIGATIONS OF THIRD PARTIES DEALING WITH THE TRUSTEES

Section 1. No purchaser, mortgagee, lender, or other person dealing with the Trustees as they then appear of record in the Registry of Deeds shall be bound to ascertain or inquire further as to the persons who are then Trustees hereunder or shall be affected with any notice, implied or actual, otherwise than by a certificate thereof, and such record or certificate shall be conclusive evidence of the personnel of said Trustees and of any changes therein. The receipt of the Trustees or any one or more of them for moneys or things paid or delivered to them or him shall be effectual discharges therefrom to the persons paying or delivering the same and no person from whom the Trustees or any one or more of them shall receive any money, property, or other credit shall be required to see to the application thereof. No purchaser, mortgagee, lender, or other person dealing with the Trustees or with any real or personal property that then is or formerly was Trust property shall be bound to ascertain or inquire (i) as to the existence or occurrence of any event or purpose in or for which a sale, mortgage, pledge, or charge is herein authorized or directed, (ii) otherwise as to the purpose or regularity of any of the acts of the Trustees or any one or more of them purporting to be done in pursuance of any of the provisions or powers herein contained, or (iii) as to the regularity of the resignation or appointment of any Trustee; and any instrument of appointment of a new Trustee or of discharge or resignation of an old Trustee purporting to be executed by the Trustees, Unit Owners, or other persons herein required to execute the same shall be conclusive evidence in favor of any such purchaser or other person dealing with the Trustees of the matters therein recited relating to such discharge, resignation, or appointment or the occasion thereof.

Section 2. No recourse shall at any time be had under or upon any note, bond, contract, order, instrument, certificate, undertaking, obligation, covenant, or agreement, whether oral or written, made, issued, or executed by the Trustees or by any agent or employee of the Trustees, or by reason of anything done or omitted to be done by or on behalf of them or any of them, against the Trustees individually, or against any such agent or employee or against any beneficiary either directly or indirectly, by legal or equitable proceeding, or by virtue of any suit or otherwise, and all persons extending credit to, contracting with, or having any claim against the Trustees, shall look only to the Trust property for payment under such contract or claim, or for the payment of any debt, damage, judgment, or decree or of any money that may otherwise become due or payable to them from the Trustees, so that neither the Trustees nor the beneficiaries, present or future, shall be personally liable therefor, provided, however, that nothing herein contained shall be deemed to limit or impair the liability of Unit Owners under the provisions of Section 7 of Article III hereof or under the provisions of said Chapter 183 A.

Section 3. Every note, bond, contract, order, instrument, certificate, undertaking, obligation, covenant, or agreement, whether oral or written, made, issued, or executed by the Trustees, or by any agent or employee of the Trustees, shall be deemed to have been entered into subject to the terms, conditions, provisions, and restrictions hereof, whether or not express references shall have been made to this instrument.

Section 4. This Declaration of Trust and any amendments hereto and any certificate herein required to be recorded and any other certificate (including without limitation a certificate pursuant to General Laws, Chapter 183 A, Section 6fdV) or paper signed by a majority of the Trustees that it may be deemed desirable to record, shall be recorded with the Registry of Deeds; and such recording shall be deemed conclusive evidence of the contents and effectiveness hereof according to the tenor thereof; and all persons dealing in any manner whatsoever with the Trustees, the Trust property or any beneficiary thereunder shall be held to have notice of any alteration or amendment of this Declaration of Trust, or change of Trustee or Trustees, when the same shall be recorded with said Registry of Deeds. Any certificate signed by a majority of the Trustees (as provided in Section 2 of Article III of this Declaration of Trust) in office at the time, setting forth as facts any matters affecting the Trust, including statements as to who are the beneficiaries, what action has been taken by the beneficiaries, and matters determining the authority of the Trustees to do any act, when duly acknowledged and recorded with the Registry of Deeds shall be conclusive evidence as to the truth of the statements made in such certificate and of the existence of such facts therein set forth in favor of all third persons, including the Trustees, acting in good faith in reliance thereon.

ARTICLE VII – AMENDMENTS AND TERMINATION

Section 1. The Trustees may at any time and from time to time amend, alter, add to, or change this Declaration of Trust in any manner or to any extent, provided such amendment, alteration, addition, or change is consented to by vote of Unit Owners holding seventy-five percent (75%) or more of the beneficial interest in the Common Areas present in person or by proxy at a duly held meeting of Unit Owners at which a quorum is present (as such quorum is provided for in Article V. Section 7(B~) hereof with respect to matters not reserved solely to Unit Owners), or if such amendment, alteration, addition or change affects a provision then requiring more than seventy-five percent (75%) then by such larger percentage, with the Trustees first, however, being duly indemnified to their reasonable satisfaction against outstanding obligations and liabilities; provided always, however, that no such amendment, alteration, addition, or change (i) made without the consent of the Declarant of the Master Deed while only two (2) Trustees are permitted under Section 1 of Article II hereof, (ii) according to the purpose of which the Declarant’s rights under Section 1 of Article III hereof, or under the Master Deed, including, without limitation, Sections 4. 5, 7 and 9 thereof, are changed or adversely affected in any way, unless the same shall have been expressly consented to by the Declarant, (iii) according to which the percentages of the beneficial interest hereunder of any Unit Owner would be altered or in any manner or to any extent whatsoever modified or affected so as to be different from the applicable percentages of the undivided interest of such Unit Owner in the common areas and facilities as set forth in the Master Deed, other than by consent of all the Unit Owners or by reason of any such alteration or modification expressly permitted under the Master Deed, (iv) made without the consent of Bank of America,

N.A. while its Construction Mortgage and Security Agreement dated as of July 15, 2005 and recorded with the Suffolk County Registry of Deeds in Book 37582, Page 297 remains undischarged of record, or (v) that would render this Trust contrary to or inconsistent with any requirements of said Chapter 183 A — shall be valid or effective.

No amendment of this Declaration of Trust affecting any Unit in a manner which materially impairs the security of a mortgage of record thereon held by an institutional lender which is listed with the Trustees (as set forth in Article V. Section 5 of this Declaration of Trust) shall be of any force or effect unless the same has been consented to by institutional lenders holding mortgages to Units representing at least fifty one percent (51%) of the beneficial interest in the Common Areas, but no amendment of this Declaration of Trust if permitted pursuant to Sections 4(BT 4(C). 5(Ak 7fE’) and 9 of the Master Deed shall be treated as impairing the security of any such mortgage. Any consent of such mortgage holder required pursuant to the preceding sentence shall not be unreasonably withheld or delayed and failure of any such holder who receives a written request for such consent to deliver by mail a response thereto within thirty (30) days shall be deemed to have given such consent. The consent of such holders shall be recited in any instrument of amendment requiring the same. A change to any of the provisions in the Master Deed or the Trust governing the following will be considered material:

(i)    voting;

(ii)    assessments, assessment liens    or subordination    of such liens;

(iii)    reserves for maintenance, repair and    replacement    of the Common

Areas;

(iv)    insurance or fidelity bond;

(v)    rights to use of the Common Areas, except easements granted by the Trustees permitted by Chapter 183 A;

(vi)    responsibility for maintenance and repair of the several portions of the Condominium;

(vii)    expansion or contraction of the Condominium or the addition, annexation or withdrawal of property at or from the Condominium;

(viii)    external boundaries of any Unit;

(ix)    the interests in the general or limited Common Areas, except easements granted by the Trustees permitted by Chapter 183A;

(x)    convertibility of Units into Common Areas;

(xi)    leasing of Units;

(xii)    imposition of any right of first refusal or similar restriction on the right of a Unit Owner to sell, transfer or otherwise convey his or her Unit;

(xiii)    restoration or repair of the project in a manner other than that specified in the Declaration of Trust or Master Deed of the Condominium;

(xiv)    any action to terminate the legal status of the Condominium after substantial destruction or condemnation occurs; and

(xv)    any provisions which are for the express benefit of listed mortgagees on Units.

Any amendment, alteration, addition, or change effected pursuant to the foregoing provisions of this Section 1 shall become effective upon the recording with the Registry of Deeds of an instrument of amendment, alteration, addition, or change, as the case may be, signed, sealed, and acknowledged in the manner required in Massachusetts for the acknowledgment of deeds, by the Trustees, setting forth in full the amendment, alteration, addition, or change, and reciting the consent of the Unit Owners herein required to consent thereto. Such recitation of consent may be in the form of a certificate of the Trustees, signed, sealed, and acknowledged in the manner required in Massachusetts for the acknowledgment of deeds, stating that the amendment, alteration, addition, or change was consented to in writing by a majority (or any such required, larger percentage) of the Unit Owners present in person or by proxy at a duly held meeting of Unit Owners, as aforesaid. Such instrument or certificate, or both, so executed and recorded, shall be conclusive evidence of the existence of all facts and of compliance with all prerequisites to the validity of such amendment, alteration, addition, or change, whether stated in such instrument or not, upon all questions as to title or affecting the rights of third persons and for all other purposes.

Notwithstanding the foregoing provisions of this Section 1 (except only that no amendment hereof which would render this Trust contrary to or inconsistent with any requirements of said Chapter 183 A shall be effective), or any other provision to the contrary contained in this Declaration of Trust, the Trustees shall have the right, at any time and from time to time, to amend, alter, add to or change this Declaration of Trust without the consent of any Unit Owner or Unit mortgage holder, by instrument in writing signed and acknowledged by the Trustees and duly recorded with said Registry of Deeds, for the specific purposes of (i) making minor, clerical, or factual corrections to the provisions of this Declaration of Trust, including, without limitation, the Rules and Regulations annexed hereto, or (ii) complying with the requirements of the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation, or any other governmental agency or other public or private entity which performs (or may in the future perform) functions similar to those currently performed by such entities in order to induce any of such agencies or entities to make, purchase, sell, insure or guarantee mortgages covering Unit Ownerships, or (iii) bringing this Declaration of Trust into compliance with Chapter 183 A of the General Laws of the Commonwealth of Massachusetts, to the extent of any non-compliance.

Section 2. The Trust hereby created shall terminate only upon the removal of the Condominium from the provisions of Chapter 183 A in accordance with the procedure therefor set forth in Section 19 of said Chapter 183 A.

Section 3. Upon the termination of this Trust, the Trustees may, subject to and in accordance with provisions of said Chapter 183 A, sell and convert into money the whole of the property of the Trust, or any part or parts thereof, and, after paying or retiring all known liabilities and obligations of the Trustees and providing for indemnity against any other outstanding liabilities and obligations, shall divide the proceeds thereto among, and distribute in kind, at valuations made by the Trustees which shall be conclusive, all other property then held by the Trustees in trust hereunder to, the Unit Owners according to their respective percentages of beneficial interest in the Common Areas; or, in the case of such proceeds solely derived from property of the Trust which is part of the Residential Common Areas, in the Residential Common Areas. In making any sale under this provision, the Trustees shall have power to sell or vary any contract of sale and to resell without being answerable for loss and, for said purposes, to do all things, including the execution and delivery of instruments, as may by their performance thereof be shown to be in their judgment necessary or desirable in connection therewith. The powers of sale and all other powers herein given to the Trustees shall continue as to all property at any time remaining in their hands or ownership, even though all times herein fixed for distribution of property of the Trust may have passed.

ARTICLE VIII – CONSTRUCTION AND INTERPRETATION: SEVERABILITY

Section 1. In the construction hereof, whether or not so expressed, words used in the singular or in the plural, respectively, include both the plural and the singular, words denoting males include females, and words denoting persons include individuals, firms, associations, companies (joint stock or otherwise), trusts, limited partnerships, limited liability companies, limited liability partnerships, and corporations unless a contrary intention is to be inferred from or required by the subject matter or context. The cover, title, headings of different parts, table of contents and the marginal notes, if any, hereof and herein are inserted only for convenience of reference and are not to be taken to be any part hereof, or to control or affect the meaning, construction, interpretation, or effect hereof. All the trusts, powers, and provisions herein contained shall take effect and shall be construed according to the laws of the Commonwealth of Massachusetts.

Section 2. If any term or provision of this Declaration of Trust, including the Rules and Regulations, or the application thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Declaration of Trust, the Rules and Regulations, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, as the case may be, shall not be affected thereby, and each term and provision of this Declaration of Trust, including the Rules and Regulations, shall be valid and shall be enforceable to the fullest extent permitted by law.

Section 3. If there exists any inconsistency between the terms of this Trust and the Master Deed, the terms of the Master Deed shall govern and prevail to the extent permitted under said Chapter I83A.

Section 4. In the event that the Trustees or the Unit Owners shall, for any reason, be unable to resolve a dispute arising pursuant to Section 4 of Article V of this Trust or be unable to decide an issue by vote as provided in this Trust and such dispute shall not be resolved within thirty (30) days, then any Trustee or any Unit Owner may submit the matter to binding arbitration for the purpose of resolving the dispute. In the case of a dispute among Trustees, if a dispute is submitted to arbitration, one arbitrator shall be designated by the Residential Trustees; one arbitrator shall be designated by the Commercial Trustee, and a third by the two arbitrators so designated. In the case of a dispute among Residential Trustees, if a dispute is submitted to arbitration, one arbitrator shall be designated by each Residential Trustee; and an additional arbitrator shall be designated by the arbitrators so designated by the Residential Trustees. In the case of a dispute among Unit Owners and Trustees, if a dispute is submitted to arbitration, one arbitrator shall be designated by the Trustees; one arbitrator shall be designated by the Unit Owners, and a third by the two arbitrators so designated. Any such arbitration shall be conducted in accordance with the rules and procedures of the American Arbitration Association and shall be binding upon all parties. 

IN WITNESS WHEREOF, the undersigned have hereunto set their hands and seals as of the day and year first hereinabove set forth.

THE LINCOLNSHIRE CONDOMINIUM TRUST

SCHEDULE A

Annexed To

DECLARATION OF TRUST THE LINCOLNSHIRE CONDOMINIUM TRUST RULES AND REGULATIONS

1.    No part of The Lincolnshire Condominium, Boston, Massachusetts, (the “Condominium“’), shall be used for any purposes except residential purposes with respect to the Residential Units and commercial purposes with respect to the Commercial Units or as otherwise permitted in accordance with the Master Deed of the Condominium of even date with and recorded with The Lincolnshire Condominium Trust (the “Trust“’).

2.    There shall be no obstruction of the common areas and facilities nor shall anything be stored in the common areas and facilities without the prior consent of the Board of Trustees of the Trust (hereinafter, the “Trustees“’), except as expressly permitted in the Master Deed of the Condominium or in the Declaration of Trust of the Trust, including these Rules and Regulations. Each Unit Owner shall be obligated to maintain and keep in good order and repair his or her own Unit in accordance with the provisions of the Master Deed and the Trust.

3.    Nothing shall be done or kept in any Unit or in the common areas and facilities that will increase the rate or premium of insurance of the building of the Condominium (the “Condominium Building“’) or the contents thereof. No Unit Owner shall permit anything to be done, or kept in his Unit, or in the common areas and facilities, that will result in the cancellation of insurance on the Condominium Building or the contents thereof or that would be in violation of any law. No waste shall be committed in any Unit or in the common areas and facilities.

4.    Unit Owners shall not cause or permit anything to be hung or displayed on the outside of windows or placed on or in the residential hallways, floors or on the outside walls or doors of the Condominium Building or on the entrance doors to Residential Units (expressly included herein is a prohibition against decorating or storing anything in any portion of the common areas and facilities, except in connection with a Unit Owner’s use of an appurtenant right or interest in a balcony, patio, deck or storage area), and no sign, awning, canopy, shutter, or radio or television antenna or satellite dish antenna shall be affixed to or placed upon the exterior walls or doors, roof (except one so-called master antenna for the Condominium Building), or any part thereof, or exposed on or at any window, without the prior written consent of the Trustees; provided, however, that neither the foregoing nor any other provisions of these

Rules and Regulations shall restrict, diminish or otherwise affect the right of any Unit Owner to decorate the interior of his or her Unit as such Unit Owner may desire, or the right of a Commercial Unit Owner and any tenant or occupant of any Commercial Unit from time to time, upon the review and approval of the Trustees, to erect, affix, maintain, repair and replace signs awnings, canopies, lights (including seasonal lighting and displays), lighting fixtures and facilities and other devices, displays and structures (including, without limitation, retail storefronts) which serve to identify the name or business, or both, or which otherwise are reasonably related to the business of such Commercial Unit Owner, tenant or occupant and which are consistent with the permitted uses of the Commercial Units and all applicable provisions of the Master Deed and the Declaration of Trust of the Trust with respect thereto. Residential Unit Owners will not be allowed to put their names in any entry passageway, vestibule, hall, or stairway of the Condominium Building except in the proper place or in the mailbox provided for the use of the Unit (in print approved as to size and style by the Trustees). Further, no “For Sale”, “For Rent”, “For Lease” signs or other window displays or advertising shall be maintained or permitted in any part of the Condominium or in any Unit without the written consent of the Trustees. The Trustees shall have the authority to remove any signs, decorations or other matter in violation of this Section 4.

5. Ordinary domestic pets may be kept by any Unit Owner, except for birds or reptiles of any kind. Further, this regulation is subject to the limitation of one dog or cat, but not both. No such pets shall be permitted in any elevator or lobby, or other portions of the common areas and facilities, unless carried or on a leash, and the Unit Owner or person walking such pet shall immediately clean up any and all droppings his or her pet is responsible for in or about the Condominium, including, without limitation, the sidewalks and exterior landscaped areas. Any Unit Owner keeping a pet (i) in violation of the foregoing, or

(ii) which causes any damage to or requires clean up of any Unit (other than the Unit of the owner of such pet) or the common areas and facilities or which is offensive or causes or creates any nuisance or unreasonable disturbance or noise, shall be personally liable for the cost and expense of any repair of such damage, cleaning up and/or elimination of such disturbance or nuisance, and shall be required permanently to remove such pet from the Condominium upon five (5) days’ written notice from the Trustees. The Trustees shall assess to such Unit Owner such costs and until paid the same shall constitute a lien against the Unit of such Unit Owner pursuant to the provisions hereof and Section 6 of Chapter 183 A of the Massachusetts General Laws (as the same may be from time to time amended, “Chanter 183 A“).

6. No Unit Owner shall engage in or permit any noxious or offensive activities or any nuisance by himself, his family, servants, employees, agents, visitors, lessees, or licensees, nor do himself or permit anything to be done by such persons, either willfully or negligently, that:

(i)    may be or become an annoyance or nuisance to the other Unit Owners or occupants;

(ii)    will interfere with the rights, comforts, or conveniences of other Unit Owners or occupants;

(iii)    may or does cause damage to any other Unit or to the common areas and facilities; or

(iv)    results in the removal of any article or thing of value from any other Unit Owner’s Unit or from the common areas and facilities of the Condominium.

Any Unit Owner making or permitting such nuisance, interference, damage, or removal shall be responsible for the elimination of such nuisance or interference and for the costs of the repair of such damage or replacement of the item removed. The Trustees may assess to such Unit Owner such costs.

Total volume of television sets, radios, phonographs, tape and compact disc players and musical instruments, and the like, shall be turned down after 10:00 p.m. and shall at all times be kept at a sound level to avoid bothering other Unit Owners or occupants. No vocal or instrumental practice or instruction shall be conducted after 10:00 p.m., or at other times if the same disturbs or annoys other Unit Owners or occupants.

No pianos or drum sets are permitted in any Unit or in the common areas and facilities.

The provisions of this Rule shall not, however, restrict, diminish or otherwise affect the rights of a Commercial Unit Owner to use or lease for use a Commercial Unit for offices and for retail sales and services which may include instrument and/or electronics sales and services. Subject to the rights of the Declarant (as referred to in said Master Deed) granted, reserved, contained, or referred to in the Master Deed of the Condominium or the Declaration of Trust of the Trust, including these Rules and Regulations, nothing shall be done in any Unit or in, on, or to the common areas and facilities that will impair the structural and/or architectural integrity of or structurally or architecturally change the Condominium Building or any common areas and facilities, or that will in any way destroy or adversely affect the water-tightness of the Condominium Building. No water beds, spas, or similar water-filledobjects shall be permitted in any Unit, or in any other common areas.

No washing machines or dryers shall be permitted in any Unit, except Units 201, 901 and 902.

7.    No clothes, sheets, blankets, laundry, rugs, or any kind of other articles shall be hung out of the windows or placed upon the window sills of any Unit or the Condominium Building or exposed on any part of the common areas and facilities nor shall any rugs or mops be shaken from any such windows or in any part of the common areas and facilities. The common areas and facilities shall be kept free and clear of all rubbish, debris, and other unsightly materials, and no garbage cans shall be placed in the halls or in the staircase landings of the Condominium Building, or in any other common area, except in areas specifically designated for that purpose by the Trustees.

8.    There shall be no playing, lounging, riding, or storing or parking of baby carriages, playpens, bicycles, wagons, toys, vehicles, trailers, tools, benches, chairs or other items, in any part of the common areas and facilities.

9.    Subject to the rights and privileges the Declarant granted, reserved, contained, or referred to in the Master Deed of the Condominium or the Declaration of Trust of the Trust, including these Rules and Regulations, nothing shall be altered in, constructed in, added to or removed from the common areas and facilities nor shall any entrance door to a Unit be altered, added, removed, painted or replaced, except upon the prior written consent of the Trustees and in accord with the provisions of said Master Deed and said Trust, including these Rules and Regulations. Without limitation, no improvements or alterations to, in or affecting any Unit, including any additions or alterations to electrical, plumbing, heating or other systems, equipment or facilities, shall diminish or otherwise adversely affect the sound and/or vibration insulation between Units or between a Unit and the common areas and facilities; and no ventilator or air conditioning device or any other equipment or apparatus shall be installed or used in, on or outside of any window.

10.    Subject to the rights and privileges of the Declarant granted, reserved, contained, or referred to in the Master Deed of the Condominium or the Declaration of Trust of the Trust, including these Rules and Regulations, no part of the common areas and facilities of the Condominium shall be decorated or furnished by any Unit Owner in any manner nor shall the exterior surface of any entrance door to a Unit be painted or otherwise decorated in any manner, except with the prior written approval of the Trustees and in accord with the provisions of the Master Deed of the Condominium and the Declaration of Trust of the Trust, including these Rules and Regulations.

 

11.   Each Unit Owner shall keep his or her Unit (and any exclusive, appurtenant common area) in a good state of preservation and cleanliness and shall not sweep or throw or permit to be swept or thrown therefrom, or from the doors or windows thereof, any dirt or other substance. The water closets and other water apparatus shall not be used for any purpose other than that for which they were constructed, and no sweepings, rubbish, rags, paper, ashes, or other substances, including diapers, feminine hygiene products (consisting of plastic and paper, biodegradable and nonbiodegradable products) and the like, shall be thrown therein. Any damage to plumbing systems of the Condominium resulting from such misuse shall be paid for by the Unit Owner who shall have caused or permitted it and the Trustees may assess such Unit Owner therefor.

12.    All radio, television, and other electrical equipment of any kind or nature installed or used in any Unit shall fully comply with all rules, regulations, requirements, or recommendations of the Fire Insurance Rating Board and the public authorities having jurisdiction, and the Unit Owner shall be liable for any damage or injury caused by any radio, television, or other electrical equipment in his or her Unit, and the Trustees may assess such Unit Owner therefor.

13.    The agents of the Trustees or the managing agent, and any contractor or workman authorized by the Trustees or the managing agent, may enter any room or Unit in the Condominium Building at any reasonable hour of the day after prior notification (except in case of emergency, where notice will not be necessary) for the purpose of inspecting the same, making emergency repairs, washing exterior surfaces of windows and/or taking such measures as may be necessary to control or exterminate vermin, insects, or other pests.

14.    Except for the fireplaces shown on the Plans recorded with the Master Deed, no fireplaces, wood stoves, coal stoves, kerosene heaters, space heaters or similar devices shall be permitted in Units. The Trustees may enter any Unit to correct any non-compliance with this Rule, at the expense and risk of the Owner of such Unit and the Trustees may assess such Unit Owner therefor. The provisions of this Rule shall not, however, restrict, diminish or otherwise affect the rights of a Commercial Unit Owner to use or lease for use a Commercial Unit for retail sales and services which may include sales and services of such devices.

15.    No Unit Owner or occupant or any of his agents, servants, employees, licensees, or visitors shall at any time bring into or keep in his or her Unit or the common areas any flammable, combustible, or explosive fluid, material, chemical or substance, except that such lighting and cleaning fluids as are customary for residential use may be kept in Residential Units and such lighting and cleaning fluids and the like as are customary for commercial purposes may be kept in a Commercial Unit.

16.    Subject to the rights and privileges of the Declarant granted, reserved, contained, or referred to in the Master Deed of the Condominium or the Declaration of Trust of the Trust, including these Rules and Regulations, any maintenance, repair or replacement of common areas and facilities which is the responsibility of a Unit Owner pursuant to the Master Deed of the Condominium or the Declaration of Trust of the Trust shall be done only by contractors or workmen approved in advance by the Trustees and, except for those portions of the roof shown on the Plans recorded with the Master Deed as being roof decks, no unauthorized person including a Unit Owner, shall be permitted on the roof, or in any mechanical, utility or like rooms and areas, of the Condominium Building without the prior consent of the Trustees.

17.    If any key or keys (or lock combination) are entrusted by a Unit Owner or occupant or by any member of his family, or by his agent, servant, employee, licensee, lessee or visitor, to a Trustee, or an agent or employee of the Trustees, including without limitation the managing agent of the Condominium, whether for such Unit, or an automobile, trunk, or other item of personal property, the acceptance of the key (or combination) shall be at the sole risk of such Unit Owner or occupant, and such Trustee, agent, employee, and the Trustees shall not be liable for injury, loss, or damage of any nature whatsoever directly or indirectly resulting therefrom or connected therewith.

18.    The Trustees or their designated agent may retain a pass key or lock combination, as the case may be, to each Unit. No Unit Owner shall alter any lock or install a new lock or a bell, buzzer, knocker or alarm on any door of a Unit without the written consent of the Trustees. In case such consent is given, the Unit Owner shall provide the Trustees or their designated agent with an additional key, lock combination or code, as the case may be, pursuant to their right of access to the Unit.

19.    All personal property of the Unit Owners in the Units, storage areas, and elsewhere, as the case may be, shall be kept therein at the sole risk and responsibility of the respective Unit Owners, and none of the Trustees, their designated agents, the Declarant of the Master Deed, nor their respective successors or assigns, shall bear any responsibility therefor.

20.    Each Unit Owner assumes responsibility for his own safety and that of his family, guests, agents, servants, employees, licensees, lessees, and pets.

21.    In addition to other rules and regulations contained herein and promulgated from time to time, use of the balcony, patio and deck areas appurtenant to a Unit and/or the common areas and facilities will be subject to the following:

(a)    No open fires, including barbecues and the like, will be allowed on or about the balcony, patio or deck areas or any portion of the common areas and facilities;

(b)    In no event will a balcony, patio or deck area be enclosed or otherwise used for continuous dwelling purposes.

(c)    Except in connection with a Unit Owner’s use of an appurtenant right or interest in a balcony, patio, deck or storage area, nothing shall be placed in any portion of the common areas and facilities except for furniture, furnishings, planters and/or landscaping installed by the Condominium Trustees.

(d)    Nothing shall be placed on a balcony, patio or deck area which, in the opinion of the Trustees, unreasonably obstructs sight lines from other Units. In no event will the height of anything placed on any balcony, patio or deck area (including, without limitation, landscaping and furniture) exceed the height of the privacy fences, if any, initially installed by the Declarant.

(e)    Any lighting installed by a Unit Owner on a balcony, patio or deck area will be limited to incandescent accent lighting only. In no event will any such lighting be moving, flashing or neon and no light in a patio will have wattage output greater than 175 watts. No patio lighting will be directed towards the window or windows of any Unit or Units.

(f)    All planting and other landscaping on a patio will be ornamental in nature (but may include herb gardens) and in no event will there be any artificial landscaping.

(g)    Any and all furniture and furnishings placed on any balcony, patio and/or deck area will be moveable, high quality, outdoor “patio” type furniture of proper weight to take into account wind and storm conditions.

(h) No flags, windsocks, kites or wind chimes will be permitted to be hung, displayed, draped or posted on a balcony, patio or deck.

22.    All draperies, as well as any other window treatments and hanging material, must be fire-resistant and in compliance with standards set by the New England Fire Insurance Rating Board, and may not be closer than one inch (1 “) to heating units. All draperies, window treatments and window coverings in every Unit visible from the exterior of the Condominium Building shall be lined with an off-white material or shall be off-white on the facing visible from the exterior such that when closed or drawn the appearance of the window or door from the exterior of the Condominium Building shall be off-white.

23.    Each Residential Unit is required to have ninety percent (90%) of the floor area thereof, exclusive of kitchens, bathrooms and utility rooms, covered with padding, carpeting or other sound deadening material.

24.    In the event any Unit Owner shall rent, let, lease, or license all or any portion of his or her Unit (which shall be done only in accordance with all applicable provisions and restrictions contained in the Master Deed and in the Declaration of Trust, including these Rules and Regulations), the party to whom the same is so rented, let, leased, or licensed shall in a written lease or other instrument evidencing such arrangement, acknowledge and agree to comply with all applicable provisions of the Master Deed and the Declaration of Trust of the Trust, and all rules and regulations promulgated pursuant thereto. An original counterpart of such instrument, signed and acknowledged by such Unit Owner and such party, shall be delivered to the Trustees as a condition of the validity of such arrangement. The Unit Owner shall be responsible for and shall bear all costs and expenses (including reasonable attorneys’ fees and expenses) relating to any enforcement, eviction or similar proceedings resulting from the failure of the Unit Owner or any tenant or occupant claiming by or through such Unit Owner to comply with all of the applicable provisions and restrictions in the Master Deed, the Declaration of Trust (including these Rules and Regulations), and until any and all of the same incurred by the Trustees are paid by such Unit Owner the same shall, without limitation, constitute a lien against such Unit Owner’s Unit pursuant to the provisions of this paragraph and Section 6 of said Chapter 183 A.

25.    Unit Owners shall be responsible for completely closing behind them all doors providing ingress to and egress from the Units and common areas of the Condominium Building and shall at no time place articles in doorways or otherwise impede the complete closing of such doors behind them for security purposes.T

26.    No Unit Owner or occupant shall send any employee of the managing agent out of the Condominium Building on any private business. Any complaints regarding any service in the Condominium Building shall be made in writing to the managing agent and the Trustees.

27.    In the event that any building service, including maid or household cleaning service, is furnished to any Unit Owner, no other Unit Owner, nor the Trustees nor the managing agent shall be liable for any loss or damage to any of the Unit Owner’s property in the Unit caused by such maid or service personnel in the performance of such service.

28.    Subject to applicable provisions of the Master Deed and of the Declaration of Trust, the Trustees may from time to time promulgate such other reasonable administrative rules and regulations restricting and regulating the use, maintenance and appearance of the common areas and facilities, including, without limitation, Common Areas (as defined in the Master Deed) the storage areas, balconies, patios and/or decks of the Condominium, as the Trustees consider to be necessary or appropriate for the use and enjoyment, comfort and convenience of all Unit Owners and occupants, and the Unit Owners shall comply therewith.

29.    No Commercial Unit Owner or its agents, employees, lessees, licensees or invitees, shall enter into any of the common areas which are Residential Common Areas, exclusively serving the Residential Units, except as may be permitted by the Trustees or as otherwise may expressly be permitted by the Master Deed of the Condominium or by the Declaration of Trust of the Trust, including these Rules and Regulations. In the exercise by the Commercial Unit Owners of their rights and privileges, the Commercial Unit Owners shall not unreasonably interfere with the use and enjoyment of the Residential Units for their intended purposes. Likewise, no Residential Unit Owner shall unreasonably interfere with the use or enjoyment of the Commercial Units and their intended purposes.

30.    Any Unit Owner desiring to move in or out of a Unit must schedule such move with the Trustees at a mutually convenience time.

31.    Any consent or approval given by the Trustees under these Rules and Regulations may be added to, amended, or repealed at any time by the Trustees.

32.    No Commercial Unit Owner or its agents, employees, lessees, licensees or invitees shall place a load upon the Building or Common Areas exceeding 75 pounds of live load per square foot of floor area; nor shall any safe, vault or other heavy equipment be moved in, about or out of the Building except in such manner and at such times as the Trustees in each instance authorize and the Unit Owner shall be liable for any damage or injury caused by the foregoing, and the Trustees may assess such Unit Owner therefor.

33.    With respect to a Commercial Unit, mechanical equipment and business machines which cause vibration or noise that may be transmitted to portions of the Building shall be installed, maintained and used, so as to eliminate such vibration or noise.

34.    No Unit Owner or occupant shall cause or permit any improper noises in a Unit or the Common Areas, or allow any unpleasant odors to emanate from a Unit, or otherwise interfere, injure, or annoy in any way other Unit Owners or persons having business with them.

35.    These Rules and Regulations are part of and may be amended from time to time as provided in the foregoing Declaration of Trust of the Trust, including these Rules and Regulations.

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