The URL can be used to link to this page

Boston Street Crossing LLC - 43 and 179 Boston Street - Affordable Housing Restriction (PDF) -1 Ifl [11riliti-111 1111 SO.ESSEX #233 R,36088 P ;109 0a10812017 12:16 GF Ps 1l38 AEFORDABIE HOUSING RESTRICTION DATE: As of August �, 2017 GRANTOR: Boston Street Crossing LLC PROPERTY NAME: Boston Street.Crossing TOTAL.NUKBER OF UNITS: .26 TOTAL NUMBG� OF RESTRICTED UNITS: 26 NUMBER OF HIGH MODERATE INCOME UNITS(110% AMI);1 0 NUMBER OF MODERATE INC©ME UNITS (80% AMI): 0 NUMBER OF LOW INCOME UNITS (60% AMI): 0 NUMBER OF VERY LOW INCOME UNITS (50%AMI): 0. NUMBER OF EXTREMFLY LOB! INCOME UNITS (300l6 AMI) 26 NUMBER OF HOME ASSISTED UNITS: 11 PROPERTY ADDRESS: 43 and 179 Boston Street Salem, Massachusetts AFFORDABILITY TERM. Perpetual This Affordable Housing Restriction (this "Restriction") is granted by the undersigned Grantor,.a Massachusetts limited liability company having a mailing address of c/o Harborlight Community Pertness Inc., 'PO Box:507, Beverly. Massachusetts 01915, for the benefit of The Commonwealth of Massachusetts acting-by and through the Department of Housing.and Community Development having a mailing address of 100 Cambridge Street,Suite 300,: Boston, Massachusetts 02114-2524 ("DIHM); The Commonwealth of Massachusetts, acting by and through the Department of Housing and Community Deveioprnent under the Affordable Housing Trust Fund Statute, M.G.L. c. 121f3, by'the Massachusetts Housing Finance Agency ("MHFA"), as Administrator, having an address at One Beacon Street, Boston, Massachusetts 02.108 ("AHT"); Community Economic ,Development Assistance 'Numbers in parentheses are the percentage of median.income'for;the Area (AMI, as defined below),adjusted for family site, as determined from time to time by_H1Ia (as defined below) pursuant to Section S.of the United States Housing Act, as amended. on¢ opu N1855DDGS. AFFORDABLEH011110 G110TRICTIDI! Corporation, a body politic and corporate:; duly organized and existing in accordatace with Chapter 40H of the Massachusetts General Laws with an office at 18 Tremont Street, Suite 500, Boston, Massachusetts 02108 ("CEDAC"); the North Share HOME Consortium, acting by and through the City of Salem, Massachusetts, having an address at 120 Washington Street, Salem,Massachusetts 01970 (the "City"); Community Economic Development Assistance Corporation, having a mailing address of 18 . Tremont street, Suite SOO, Boston,. Massachusetts 02108,. as agent for The Commonwealth of Massachusetts, acting by and through the Department of Housing and Community Development under the Housing Innovations Trust Fund Statute, M.G.L.: c. 1211_ (*HITF`)',1 Massachusetts Housing Partnership Fund Board, having a mailing address of 160 Federal Street, Boston, Massachusetts 02110, as agent for .The Commonwealth of Massachusetts, acting by and through the Department of Housing and Community Development under the Housing Stabilization and Investment Trust 'Fund Statute, M,G.L.c. 3.21E("HSJTF"); City of Peabody, as,agent far and rppresentative.member of the North Share HOME Consortium; having an address at City Haft, 24 Lowell Street, Peabody, Massachusetts 41960 ("the Consortium") the_Department of Mental Health of Executive Office of Health and Human Services, established pursuant to M.G.L. c. 19, with a mailing address of 25 Staniford Street, Boston, Massachusetts 02114 CDMH"); the Department of Developmental Services of the Executive Office.of Health and Human :Services, established :pursuant to. M.G.L. c. 19B, with a mailing address of SOO Harrison Avenue;Boston, Massachusetts 07-118 ("DDS.) and the City of Salem,having an address at 120 Washington Street, Salem, Massachusetts 01970 under a grant by and through its Cornmuriity Preservation Act Committee to Harborlig:ht Community Partners Inc. ("CPA'); .BACKGROUND A. The Grantor holds or will acquire legal title to the Property and intends to rehabilitate and acquire.a 26-unit rental housing development,consisting of two residential buildings, at the Property (the "Project") B As a condition of the Loan and of the grant by CPA to Harborllght Community Partners, Inc. (the"Sponsor"), the Grantor has agreed that this Restriction be imposed.upon the Property as a covenant running with the land and binding upon any successor to.the Grantor, as owner thereof. RESTRICTIONS NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Grantor hereby covenants as follows: 1. Definitions. Capitalized terms used herein are defined herein and in ExIiJbit p attached hereto. 2, Use Restrictions, The Property shall be reserved and used for the.Permitted Uses and for no other purpose. The. Restricted Units shall include at,least 26 Studio Units. Eleven of t'he Restricted Units shall be deemed to be assisted under the HOME Program ("HOME Assisted. Units") provided that certain of the provisions of the HOME Program may cease to be effective 20 years after c°l 7 NEassDoes. AFFOSBABIE 1111686IH6 BESTRIGYIOR the completion of the Project (the "NODE Term.") as .more fully set forth:in Section 5`.2 of the Loan Agreement between Grantor as.Borrower and The.Commonwealth. of Massachusetts acting. by and through the Department of Housing and Community Development for itself and as agent for certain other lenders. Such HDME Assisted.Units.may also constitute Restricted Units with respect to other programs hereunder. As of the date hereof, the Property has or is expected to have the benefit of a contract for 26 project-based vouchers under the Massachusetts Rental Voucher Program'(the "MRVP Contract").- If.during the Term the MR\/? Contract is not renewed at the end of its term.or is terminated be otherwise is no longer in full force and:effect, the Holders will consider a request by the Grantor to modify the mix of Restricted Units by converting Extremely Low Income Units to Very Low Income Units or Low Income Units. A decision by the Holders on such a request shall take into consideration the financial viability of the Property and shall be made in the sole reasonable discretion. of the Participating.Lenders who have required such Extremely Low l:ncorrie-Units,.as shown on Nhibif C. The Property also shall include at least six (6) Units accessible to 'individuals with mabiity impairments.and at leasttwo (2)additio:nal Units accessible to individuals with sensory Impairments. Each Unit shall contain complete facilities for living, sleeping, eating, cooking and sanitation that are to be used on other than a transient basis. Each Unit shall meet the housing quality standards set forth in the regulations of HUD at 24,C.FiR. §982.401 or'any successor thereto, the accessibility requirements at 24 C.F.R. Part 8 or any suixessor'thereto (which implement Section 504 of. the. Rehabilitation Act of 1973),and, if applicable,the design and construction requirements of 24 C..F.R §1010.205 or any successor thereto (Which.im plement the Fair Housing Act). The Restricted Units shall be dispersed evenly throughout the buildings comprising the Improvements. The Grantor shall at all times maintain a social service program adrninistered by a social service provider acceptable to the Holders. Throughout the term hereof, the Grantor shall maintain the Property and;the Improvements in good, safe and habitable condition in all respects and in full compliance with all applicable.laws, by-Laws, rules and regulations of any governmental(or quasi-governmental) body with jurisdiction over matters concerning the 'condition of the Property. a. Occupancy Restrictions. The following restrictions shall apply during the period commencing with the first.date on which any Units are occupied and continuing for the balance of the Affordability Term,:subject always to any applicable rent restrictions of the federal low-income housing tax credit program under Section 42 of the Internal Revenue Cade of 1986, as amended, and any provision herein that conflicts with the requirecnentsof the federal low-income housing tax credit program shall be suspended so long as the.restrictions under the federal low income housing tax credit program are in effect. A. Extremely ely Low Income Units. All 26 of the Units of the types shown on Exhibit C attached hereto shall be leased exclusively to Extremely Law Income Families ("Extremely Low Income Units"). The monthly rent charged toa Family occupying an ExtremelyLow Income Unit shall be one=twelfth of thirty percent (30%) of thirty percent (30%) of Lhe Bedroom Adjusted AMI, minus, if applicable, an allowance established by the Holders for any utilities and services (excluding telephone)to be paid by the occupying.Fam,ily, A Family who resides in a Restricted Unit,:who qualified as an Extremely Low Income Family at the time of such F'amily's initial occupancy at the Property and whose Household Income.exceeds .thirty percent (300k), but does not exceed 'fifty percent (5O%) of the Family-size Adjusted AMI, shall continue to be treated as an Extremely Low Income Family but, from and after the 9�a 1i18$$IIflC l AFFRROABIE 116iJS1C6 RESTRICTION expiration :of the then-current term of such Famil.y's lease, must pay as monthly rent the Over-income Rent. A i-amily who resides in a Restricted Unit, who.qualified as an Extremely Low Income Family at the time of such Family's initial occupancy at the Property and whose Household Income exceeds fifty percent (50%), but does not exceed eighty percent(80%0), of the Family-size Adjusted AMI, shall, from and after the expiration of the then-current terra of such Family's lease, be treated as a Low Income Family and must pay as monthly: rent the lesser of (x) the maximum amount payable by the Family under the laws of the municipality in which the Property Is located or of The Commonwealth of Massachusetts, (y) l one-twelfth of thirty percent (30%) of sixty percent (60%) of the Bedroom adjusted AMI (minus, if,applicable, an.aliowance established by the: Holders For.any utilities and services [excluding telephone] to. be paid by the occupying ;Family)' A Family who resides in a Restricted Unit, who qualified as an Extremely Low. Income Family at the time of such Farnily's initial occupancy at the Property and whose Household Income exceeds eighty percent (80%) of the Family-size.Adjusted AMI, shall, from and .after the expiration of the then-current term of such Family's lease, no longer be treated as an income-qualified Family and must pay as monthly rent the Over-income Rent. B. HERA Rent. Notwithstanding the foregoing, the Borrower shall be permitted to increase the rents to those permitted under Section 3009(a)(E)(i)of the Housing and Ecotlomic Recovery Act of 20'06 (Public Law.110-289) (wHERA'�, even if such rents would be above those that would otherwise be permitted under the above provisions. G. Applicable Lease Term,Change of Status. References in the foregoing:provisions of the "then-current term of such Family's lease" shall refer to the term of`the'lense or occupancy agreement in effect on the date of the required delivery of the income certification that reflects (or that, if duly delivered, would have reflected),the applicable increase in such FamilyI's income. If,:with.the Holders' consent,the Grantor does not require that a lease be signed for a Restricted Unit(e:.g., a property providing short-term transitional housing), the provisions set forth above shall apply, except that the applicable date on which a Family's income-qualified Status and/or appllc.abie rent restriction is modified shall be the first day of the month that is at least thirty.(30) days following the date of.'the required delivery of the income certification that. reflects (or that, if duly delivered; would Have reflected) the applicable increase in such Family's income. D. Federal or State Rental Subsidy. Except with .respect to HOME Assisted Units, if a Restricted. Unit or the Family occupying such Unit receives federal or state rental subsidy, then the Family's contribution towards rent shall be the contribution allowable under the. federal or skate rental subsidy program and the maximum. rent (i.e,, tenant contribution' plus rental subsidy) shall, be the rent. allowable under the :federal or state rental subsidy. program. In the case of HOME Assisted Units, if a Restricted Unit receives federal or state project-based rental subsidy and the .occupying Family qualifies as a Very Low Income Family and pays as:a contribution towards rent not more than thirty percent(30%):of one. twelfth of the Family's Household.-Income,there the maximum rent (Le., tenant contribution plus rental'subsidy) shall be the rent allowable under the.federal or state rental subsidy program. 29---C Ma !/` AFFORDABLE BBUSIIIS RE&TRICTIDIf E. Next Available knit RuFe. .Subject to the foregoing, available Units shall be leased,.rented .or otherwise made..available to Extremely Low Income IFamilies. The foregoing provisions. shalt be applied so as to maintain a mix of Restricted Units that is comparable in size, features and number of bedrooms to the originally designated.Restricted Units.f l.e.,, a. Unit. will.not be considered an available Unit for purposes of this Paragraph if classification of such Unit as a.,Restricted Unit would cause the then current mix.of Restricted Units to ,no; longer be comparable to the-o>riglnal mix. Units described in Section 2 above and as shown on Exhibit Q. F. FCF Eligible Residents. If at any time fewer than four (4) Units at the Property are[eased, rented or occupied.by FCF Eligible Residents, then the next available Units at the Property shall: all be leased, rented or otherwise made ,available to FCF Eligible Residents until the i required number of Units occupied by FCF Eligible Residents is again obtained. If at any. 1 time DMH or DDS is no lon.ger.able-or willing to refer DMH or DDS silents to the Property because of a change in DMH or DDS program needs with respect to the Property, the Grantor will notify CEDAC as soon as the Grantor is aware that DMH or DDS is unable to provide an FCF Eligible:Resident for any Unit which:is vacant or for which a vacancy is pending. In such event, the Grantor and CEDAC will meet and consult in good faith with DMH and .DDS to identify an appropriate eligible population acceptable to CEDAC for such Units, consistent with the then applicable FCF Regulations and FCF Guidelines. If any of such Units remains vacant fora period of thirty (30) days or longer because of a change in DMH or DDS program needs, the Grantor shall notify CEDAC that if a suitable Resident is not agreed upon within an additional thirty (30) days,the Grantor will lease the Unit to a non-FC.F Eligible Resident, and if:neither DMH, DOS nor CEIaAC identifies an acceptable FCF Eligible Resident within said additional thirty (30) day period, the Grantor may proceed to rent such Unit to a non- FCF Eligible Resident. 4. bent Schedule. Except as is set forth in Sections 3:13, projected initial monthly maximum rents including utilities for all Restricted Units shall be as set forth ;in Exhibit.5 and Exhibit 13-1 attached hereto. If.permitted maximum rents and utility allowances .as reflected in the annual schedule of repts and.utility allowances issued by DHCD increase prior tb'initial occupancy of the Project, the Initial monthly Maximum rents and utility allowances shall be as set fortis in the latest schedule issued by DHCD. Notwithstanding the rent restrictions set forth In Section 3 above, the maximum monthly rent permitted to be charged fora Restricted Unit at any particular income level is not required to be lower than the maximum rent applicable at such income level pursuant to Exhibit B and Exhibit B-.1 or :such higherInitial' maximum rent applicable at .such income. level ' pursuant to the immediately preceding sentence, regardless of changes-in fair market rents or in median income over time (subject only to the restrictions applicable in the event of any federal or state subsidy, as set forth in Section 3 above). Rents for Restricted Units shall not be,increased above applicable maximums without all Holders' prior written approval of a specific request by the Grantor for a rent increase,except for increases implemented in accordance with an annual schedule of maximum rents and allowances issued by DHCD. Notwithstanding the foregoing, rent increases. shall be subject to the provisions of outstanding teases and shall not be implemented without at, least thirty (30) days' prior written notice by the Grantor to all. affected Residents and notwithstanding any: provision in a lease or occupancy agreement to the contrary, In the event of 9aq 1 MaSsQocs..,. AFFUIl1RBlF IIOiJSIfG I1�7�l "11111l1 any increase in the rent payable by such,-Residents in connection wrth an increase in the income of such Residents, consistent with the terms: hereof, the Residents .shall have the right.to terminate their lease or occupancy agreement by written notice to the Grantor delivered within such thirty day period. 5. Resident Selection. A. Nandi s+cr'tmination. The Grantor shall not discriminate on the basis of-race, religious creed, color, sex, age, maritai status. sexual orientation (which shall not.include persons whose sexual orientation involves minor children as the sex object), gender identity, genetic information,: veteran status, membership in the armed forces, ancestry, national origin, handicap, blindness, hearing impairment, or because a person possesses a trained guide dog as a consequence of blindness, hearing impairment or other handicap of such person or any other basis prohibited by law in the teaser use and occupancy of the Units or in connection with the employment or application for employment of persons: for the operation and management of the Units. The Grantor shall not discriminate against, or refuse to lease, rent or otherwise make availab.le:the Units to, a holder of a certificate or voucher under the Federal Rental Certificate Program or the Federal Rental Voucher Program or a holder of a. comparable document evidencing participation ina_HOME Program tenant-based assistance program because of the status of the prospective :tenant as a holder of such certificates voucher or comparable HaME Program Tenant-based assistance document. 1 8. Selection Policies. The Grantor shall adopt and submit to the Holders for approval.resident selection pol, Iles and criteria for the Restricted Units that, (1), Are consistent.with the purpose of providing. housing .for an Extremely Low. Income Family; as defined below and required herein, (n) Are reasonably related to eligibility of prospective tenants under the Programs arid to the prospective tenants' ability to perform the obligations of the Grantor's form lease;. and (ill) Provide for (x) the selection of Residents from a written waiting list In the chronological order of their application, insofar as practicable, and (y) the prompt written notification to any rejected applicant of the grounds for any rejection. The.Grantor shall also .provide the Holders with an affirmative marketing plan acceptable to all Holders,. The affirmative marketing plan must comply with all applicable statutes,regulations and executive orders, with all Holders` affirmative marketing requirements and with DHCD's directives reflecting the agreement between DHCD. and. H.U.D in the case of NA,AGP, Boston Chapter v. Kemp. The approved marketing plan and the approved "resident selection policles and criteria shall be adhered to in every respect and any changes thereto shall be subject to the prior written ap.provaI of the Holders. The Grantor shall, list vacancies in Restricted Units in the MassAccess Housing Registry at http;//Www.massaccesshr)usirigregistry.org.: C. FC .Requirements. With respect to the Units required to be leased to FCF Eligible Residents pursuant to Section 3 above, provided that such units are leased to FCF Eligible Residents pursuant to resident selection policies that have been approved by DMH or DDS and that are Illa$$Oncs., ' 11FOOROAUE HOUSING RESUNTIRN consistent with the.then applicable FQF Regulations.and F.CF Guidelines,the foregoing provisions of this Section 5 shall be walved to the extent incolisistent with said DMH or DDS resident selection policies and FCF Regulations and Guidelines. Lease Form, The Grantor shall not include in any lease for a Restricted.Unit any of the following provisions: A. Agreement by the tenant to be sued, to admit guilt or to a judgment in favor of the Grantor in .a lawsuit brought`:in connection with the lease. B. Agreement by the tenant that the Grantor may take, hold, or sell personal property of household members.without.notice to the tenant.and a court decision on the rights of the parties. This'prohibition, however, does not apply to an agreement by the tenant concerning disposition of personal property remaining 1n the Unit after the tenant has moved out-of the Unit. The Grantor May dispose of such personal property in accordance with state law. C. Agreement by the tenant not to hold the Grantor or the Grantor's.agents legally responsible for any action or failure to act, whether intentional or negligent. D. .Agreement of the tenant that:the Grantor may institute a lawsult without notice to the tenant. E. Agreement by the tenant that the Grantor.may evict the tenant or .household` members without instituting a civil court proceeding in which the tenant has the opportunity to present a defense, or before a court decision on the rights of the parties. F Agreement by the tenant to waive any rlght.to a trial by jury. G. Agreement by the tenant:to waive the:tenant's right to appeal, or to otherwise challenge in court, a court decision in connection with the lease. H. Agreement by the,tenant to pay attorney's fees or other legal costs even if the tenant wins in a court proceeding by the Grantor against the tenant, The tenant, however, may be obligated to pay costs if the tenant loses. All leases for Restricted Units shall be consistent.with the requirements set forth herein, shall be on a form reasonably approved by the Holders, shall be for terms of not less than one (1)year(unless a shorter term its specified by.mutual agreement between the Resident and the Grantor, subject to the Holders' program requirements) and shall require tenants to provide information required for the Grantor .to meet its reporting requirements hereunder. :The ;Grantor may not terminate the. tenancy.dr refuse to renew the lease of an occupant of a Restricted Unit except (1) for serious or repeated violation of the terms and conditions of the lease;. (ii) for violations of applicable federal, state or local law; (iii) for completion of the tenancy period for transitional housing; or(iv) for other good.cause. Any termination or refusal to renew must. be preceded by not Less than thirty (30) days by the Grantor's service on the tenant of a written notice specifying the grounds for the action.. 7; Transifer Restrictions; The Grantor shall not sell, transfer,.convey, rent (except for leases or occupancy agreements made in connection with the Permitted Uses that are substantially in the form approved by the Holders), encumber as security,for financing, or in any other way exchange all or any portion of the Property nor shall the Grantor permit the sale, transfer or pledge of any NassUU-(!S RFipBNdB1E 111ilUSING RESTNIICTN)N direct or indirect interests in the Grantor, without the express written permission of the Holders, which consent shall not be unreasonably withheld or delayed with respect to any transfer to the Sponsor or any entity wholly owned and controlled by the Sponsor pursuant to the Right of Refusal and Option Agreement dated of even date herewith. granted to the Sponsor by.the Grantor (the "Right,of Refusal"), provided that at the time of exercise of such Right of Refusal (i) no Event of Default, or event or condition which with the giving of notice or passage of time. or both would. constitute an Event of Default; is then outstanding hereunder or, under any of the Loans;. (ii.) the Sponsor or such other,entity desi gnated.as transferee: Is an eligible barrower under all applicable Statutes, Regulations and Guidelines as then in effect; (Ill) the Sponsor or such other entity is in good standing with all Holders and in each Holder's ,reasonable discretion has sufficient financial. capability and experience with affordable housing similar to the Property to perform the obligations of the Grantor; (iv)i the Sponsor or such transferee agrees in writing to be bound by and perform all of the terms and conditions hereof; (v) such transfer is permitted by the bolder of all loans secured by the Property and (vi) the Grantorgives to all Holders no less than thirty (30)days'prior written notice of any such proposed transfer. For purposes of the foregoing sentence,,a withdrawal by the Investor member of Grantor shall be deemed to .be a transfer of an interest in the Grantor. Without limiting the generality of the foregoing, the Permitted Encumbrances are hereby approved by the Holders. Any sale, transfer or other disposition (each, a "transfer") of all or any part of the Property shall further be subject to the Purchase Options and the First.Refusal Rights described belowi andto.such further terms and conditions with respect thereto as may be set forth in the HIF Statute, the HIF Regulations, the HIF Guidelines, the HSF Statute, the H5F Regulations, the HSF Guidelines, the FCF Statute, the FCF Regulations, and the FCF Guidelines. Upon request by the Grantor, DHCD shall sign a certificate, in form and substance reasonably acceptable to DHCD, stating whethcr, as of a specified date,any Purchase Option or First Refusal Right.in favor of DHCD remains in effect, or has been exercised,terminated, waived or assigned,.and otherwise conforming with the certification'requirements described below: No transfer of all or any part of the Property to any party other than DHCD or its assignee shall be consummated unless and until (i) the period farthe exercise of all Purchase Options and/orFirst Refusal Rights, as applicable, shall have expired .without DHCD's exercise of rights thereunder or (ii) DHCD shall have unconditionally waived its rights thereunder in writing. Notwithstanding the foregoing: (.I)the investor member interest of Grantor currentlyhe.ld by the Sponsor (or any portion thereof) may be transferred to Institution for Savings in :Newburyport and its .Vicinity (the "Investor") in accordance with the terms of the commitment letter dated as of the date hereof relating to the admission of the Investor, as an investor member of the Grantor; (ii) following the :admission of the Investor, (x) the investor member interest of Grantor held by the Investor may, be transferred to an entity in which the Investor or an affiliate of the Investor is the majority owner, provided that the Holders :receive notice of such transfer and (y) the Investor may remove and replace the manager of the Grantor in accordance with the provisions of the Grantor's operating .agreement upon the consent of the Holders, which consent will not be unreasonably withheld, conditioned or delayed.. In Connection with any transfer requiring the consent of the Holders, the Grantor shall provide such information to the Holders as the Holders may reasonably request, shall pay a fee to DIICD,pursuant to DHCD's then-current fee schedule and shall pay all legal fees incurred by the Holders in connection with such transfer request. B�Juw 30Oe INGHBAUE BOW In RES7®IG71Nl $, HIF/HSF Purchase Option. A. After the fiftieth anniversary of the date hereof, DHCD shall have the right to purchase the Grantor's interest in the Property from the Grantor, at a price equal to the then-current appraised value of the: Property, less the total outstanding balance, at th.e time of such purchase, of all principal, interest and any other charges payable under the HIF Loan and HSF Loan, and any and all other outstanding:obligations of the Grantor with respect thereto (the "'Purchase Option"), by delivering written notice to the Grantor of its election to exercise the Purchase option by or before the date that is one hundred twenty (120) days after the expiration of the Fiftieth anniversary of the date hereof(the "Option Exercise Deadline"). If DHCD shall have failed to deliver such written notice of its election to exercise the Purchase. Option to the -Grantor by the Option Exercise Deadline, DHCD shall be deemed to. have unconditionally waived the Purchase Option and the Purchase Option shall automatically terminate, and shall have no further force or effect. B. DHCD shall have the right at any time to assign its rights under this Purchase Option to a qualified developer selected by DHCD in. accordance with the HIF Statute and HIF Regulations and the.. HSF Statute and HSF Regulations, and effective. as .of any such assignment, all rights and obligations of DHCD with respect to such Purchase Option shall automatically be;deemed to apply to such assignee, and all references to "DHCD" iri Lhis Section shall automatically be.deerrred. to refer to such assignee (except to.the extent a provision explicitly provides otherwise). So long as the Grantor is not in default under the HIF Loan, HSF Loan, or hereunder:, the Sponsor shall have the right to match the best offer received by DHCD from a qualified developer to become DHCWs assignee- C. Promptly upon request by DHCD at any time or from time to time, either before the Option Exercise Deadline or after..DHCD's exercise of the Purchase Option, the Grantor shall provide DHCD with a copy of, or otherwise make available for DHCD's review at a mutually convenient time and location, any and all material owned by or readily available to the Grantor that ,an unrelated third-party potential buyer would reasonably request in connection with its due diligence for the acquisition of the Property, including; by way of example but not;of limitation, deeds, title insurance policies, appraisals, studies, reports, and other rnaterials relating to the Property and/or any encumbrances) subject to which the Property is to be conveyed, or otherwise reasonably necessary or appropriate for DHCD to review in connection with its exercise of the Purchase Option. D. The appraised value of the Property shalf.'be determined at DHCWs request by the method specified in the HTF Statute and NSF Statute (as maybe more fully. described in the HIF Regulations and NSF Regulations) and in accordance with DHCD policies and the costs of the appraisers shall be shared equally by DHCD and the Grantor(unless the HI..F Regulations or HSF Regulations provide otherwise).. Notwithstanding anything to the contrary contained In this. Restriction, the Grantor shall. not be required to use'its own fiends to repay any debt secured by the Property in the event the appraised value of the Property is less than the .aggregate of all permitted debt secured by the Property. 1 M2SSDOCS AFF©RDIIHQE Housuc HESTRMTIIDH E. The closing for the :sale :of the Property. to DHCD shall take place In accordance with applicable provisions of the !•HIF Regulations or HSF Regulations,`by or before the date that Is one hundred twenty (120) days after the Option Exercise Deadline (i.e., on or before the date that is two hundred forty (240).days,after the fiftieth anniversary of the date hereof),,, by the close of the business day,at the Registry of Deeds; provided; however, that if DHCD reasonably determines additional time is necessary to effect the closing due to delays of the; Grantor in providing DHCD with the due diligence material described above or.any other failure by the Grantor fully to cooperate with preparations for the sale,tide:closing date may be extended to a date reasonably determined by DHCD as necessary to redress the delays. caused by the Grantor, which shall be specified in.a written notice from:.DHCD. ,setting forth the reasons .for such extension, delivered to the drantor by or before the date originally scheduled for the closing, The parties may also mutually agree to extend the date of the Closing by written instrument. F. The transfer to DHCD pursuant to the Purchase Option shall be subject to such other requirements as may be. more: fully described. in the HIF Regulations or HSF Regulations consistent with the HIF Statute and HSF Statute. Adjustments in the purchase price for recording fees,. deed stamps and other charges shall be made, and any other issues associated with the transfer shall be resolved; in accordance with standard conveyancing practice in.The.Commonwealth of Massachusetts. If either party so desires, the parties shall enter into a purchase and sale agreement memorializing :the terms of the sale, consistent with the terms hereof and of the HIF Statute and HSF Statute; provided, however, that the Purchase Option shall be binding•regardless of whether the parties execute a purchase:and sale agreement: Notwithstanding. any other provision hereof to .the contrary, if,, after delivering notice of.its Intention to exercise the Purchase Option, DHCD determine;$, in its sole discretion,that it is not in the best interests of DNCD to effect the purchase, DH-CD may terminate the Purchase Option at any time, upon written notice to the.Grantor recorded with the Registry of Deeds; provided, however, that such termination right shall apply to DHCD only and not to any assignee. G. Concurrently with its acquisition of the Property, DHCD shall cause`to be recorded with the Registry of Deeds an affordable housing restriction, in compliance with the HTF`Statute, HSF Statute and any Other applicable statutory requirerr eats for the same (and, in the case.of an assignee, in form acceptable to DHCD, in its discretion), which shall require that the Property small be used only for the purposes of preserving or providing affordable housing thereon, {which housing shall remain affordable fora period':of not less than fifty (to)years. 9. FCF Purchase bptlion. A. After the thirtieth anniversary of the date hereof, DHCD shall have the right to purchase the Grantor's interest in the FCF Units from the Grantor, at a price equal to the then-current appraised value of the FCF Units, less the total outstanding balance, at the time of such purchase, of all principal, 'interest and any other charges payable under the FCF Laan, and any and all other :outstanding obligations of the Grantor with respect thereto (thee."FCF Purchase Option"), by delivering written Notice to the Grantor of its.electi:on to exercise the FCF Purchase 0ption by or before the date that is one hundred twenty (zZv) days after the, ern A MaSSDflGS-. RPFORRABlE 9018ma RESTRIeneN expi ration.of the thirtieth anniversary of the date hereof(the"Option Exercise Dead'lihe'). If DHCD shall have failed to deliver such written notice or its election to exercise.the FCF Purchase Option to the Grantor by the Option Exercise Headline, DHCD shall be deemed to have unconditionally waived the FCF Purchase Option, and the FCF Purchase Option shall automatically terminate, and shall have no further force or effect. S. DHCD shall have the right at any time to assign its rights under this FCF Purchase Option to a qualified developer selected by, DHCD In accordance with the FCF Statute and FCF Regulations, and effective as of any such assignment,. all rights and obligations of DHCD with respect to such FCF Purchase Option shall automatically be deemed.to apply to such assignee,,and all rcfcrcnces to"DHCD" in this Section shall automatically be deemed to refer to such assignee ;(except to the extent a provision explicitly provides otherwise). So.long as the Grantor is not in default under'the FCF Loan or hereunder, the Sponsor shall have the right to match the best offer received by DHCD from a qualified developer to become DHCD's assignee. C. Promptly upon request by DHCD at any time or from,time to time, either before the option Exercise Deadline or after DHCD's exercise of the FCF Purchase` Option, the Grantor shall Provide DHCD with a copy of, or otherwise make available for DHCD's review at a mutually convenient time and location, any and all material owned. by or readily available to the Grantor that an unrelated third-party potential Buyer would reasonably request :in connection with its due diligence for the acquisition of the FCF Units, including, by way of example but not of limitation, deeds, title insurance policies, appraisals, studies, reports,. and other materials relating to the FCF Units, and/or any encumbrance(s) subject to which the FCF knits is to by ronveyed:,_or otherwise reasonably necessary or appropriate for DHCD to review in connection with-its exercise of the.FCF Purchase Option. D. The appraised value of the .FCF Units shall be determined at DHCD's request by the method specified in the FCF Statute (as may be more fully described in the FCF Regulations) and in accordance with DHCD: policies,and the costs of the appraisers shall be shared equally by DHCD and the Grantor(unless the FCF Regulations provide otherwise). Notwithstanding anything to the contrary contained in this Restriction, the Grantor shall not be required to rase its own funds to repay the pro rata share (based an proportion that the FCF Units represent of the total Units at the Property) of any debt secured by the Property that is attributable to the FCF Units in the event the appraised value of the FCF Units is less than the pro rate share of all permitted debt secured by the Property,attributable to.the: FCF Units:, E. The closing >for the sale of the FCF Units to DHCD shall take place in accordance with applicable provisions of the FCF Regulations, by or before the.. date that is one hundred twenty (120) days after the Option Exercise Deadline (i.e., on or before the date that is two hundred forty (240)days after the fiftieth anniversary of the date hereof), by the close of the business day, at the Registry. of Deeds; provided, however, that if. DHCd reasonably determines additional time is necessary to effect the closing due to delays of the Grantor in- providing DHCD with the due diligence material described above or any other failure by the Grantor fully to cooperate With preparations for the sale, the closing date may be extended I ■oo MassRocs: s .AFFORDABLE H09SF®A RESTRICTION to_a date reasonably determined.by 13H.QD as,necessary to redress the delays caused by the :Grantor, which shall be.specified In a written notice from DHCD setting forth the reasons for such extension, delivered to the Grantor by or before the date originally scheduled for the closing. The parties may also. mutually agree to extend the date of the closing by written instrument. F. If the FCF Units ate less than all of the.Units at the Property, Grantor shall be respoiiM le. for either subdividing the FCF Elnits from the balance of the Units or creating a condominium at the Property in which the FCF Units will be a separate condominium unit. In the latter case, the condominium documents governing such condominium shall be subject to the approval of i7HGD in its sole discretion.. G. The transfer to DHCD.pursuant to the .FCF Purchase Option shall be subject to such.other requirements.as may be more fully descrilaed in the FCF Regulations consistent with the FCF Statute.. Adjustments in the,purchase price for recording fees; deed stamps and other charges shall be made, and any other issues associated with the transfer shall be resolved, in accordance with standard conveyancing practice in The Commonwealth of Massachusetts. If either party .so desires, the parties shall enter into a purchase and sale agreement memorializing the.terms of the sale,_Co.0sistetit with the terms hereof and of the FCF Statute; provided, however,that the FCF Purchase Option, shall be binding regardless Qrf whether the parties execute a purchase and sale agreement. Notwithstanding any other provision hereof to the contrary, if, after delivering notice of its intention to exercise the FC:F Purchase Option, DHCD determines:, In its sole discretion, that it is not In the best interests of DHCD to effect the purchase, DHCD may terminate the FCF Purchase Option at any time, upon written notice to the Grantor recorded with the Registry of Deeds.; provided, however, that such termination right shall apply. to DHCD.only and not to any assignee. H. Concurrently with its acquisition of the FCF Units; DHCD shall cause to be recorded with the Registry of Deeds an affordable housing restriction, in compliance with the FCF Statute and any other a:pplrcable statutory requirements for the same (and, in the case of an assignee, in form acceptable to DHCD, in its discretion); which shall ;require that the FCF Units shall be used only for the purposes of preserving,or providing FGF Community-based Housing or FCF Supportive Housing thereon, which housing shall remain affordable for a .period of not less than forty (40) years. 10. HIFJHSF First,itefusal Right. A. If the Grantor intends at any time or from time to time prior to DH,CD's :exercise :(or unconditional waiver) of the purchase Option, as described in Section 8.above, to transfer all or any part of its interest in the Property, and the Grantor receives a bona fide offer for such transfer that the Grantor desires. to. accept (each, an "Offer"), .the Grantor shall promptly deliver to DHCD written notice of the same (which shall not be deemed to have been duly delivered to DHCD unless it contains a copy of clause G. below),together with a copy of:Such Offer (the "Offer Notice") The Grantor :shall fruvide DHCD with such reasonable evidence as DHCb may require to satisfy DHCD'as to the bona fide nature of the Offer. For purposes of this Section;.a purchase by the.Sponsor shall not be considered an i aau aka Mas;pods AFFIRMANCE 11096M6 BESTRICTI9N Offer that triggers DHCD's.First Refusal Right. A transfer of a member interest in the.Grantor shall be considered an Offer that triggers the DHCD First Refusal Right if (x) such member interest is all or substantially all of the non-managing member interests in the Grantor(except for transfers to affiliates of the member) and (y) such transfer takes place within one year of a transfer of a controlling interest in a manager of the Grantor:to the transferee of the member interest or an affiliate cf such transferee; provided that.a removal.of 0.manager by a member pursuant to a removal provision in the operating agreement of the Grantor and the substitution:, of a new manager that is an affiliate of such member shall not constitute a transfer of a nianag.er Interest for purposes of this clause. B. [3ElCD shall have the right to purchase the Grant o.rTs interest in the Froperty (or the portions) thereof to which the Offer relates)., at the same price and on.the same terms set; forth in such Offer (tire "First Refusal Right"), by delivering to the Grantor and recording with the Registry of Deeds written notice of its election to exercise such First Refusal Right,. in accordance with the terms set forth below (the "Exercise Notice"), by or before the date that is one hundred twenty (120) days after DHCD's receipt of such Offer Notice(such 120- dayperiod,the "First Refusal Period"). If DHC.D does not intend to exercise the First Refusal Right, DHCD may, but shall have no obligation to, notify the Grantor in writing that the First Refusal Right will not be exercised (a "Waiver Notice"), C. If, by the expiration of the First Refusal Period with respect to an Offer, DHCD sholi have failed to deliver to the Grantor an Fxcrcise Notice or Waiver Notice, DHCD shall be deemed to have waived its First Refusal Right with respect to such Offer, subject to any revived First Refusal Right with.respect to a modified Offer, as described below. However, DHCD shall retain a First Refusal Right for subsequent .Offers and the Purchase Option as described above, notwithstanding any prior actual or deemed waiver of the First Refusal.Right, or any intervening transfer of the Property or any portions) thereof. The First Refusal Right shall automatically expire upon the waiver, expiration or exercise of the Purchase Option. D. If any of the terms of an Offer shall be revised from the terms reflected fn the Offer Notice in such a manner as to be materialiy more favorable to the.buyer or if a closing pursuant to the Offer has not Occurred on or before the date six months after the date of the.Offer Notice but the Grantor desires to continue pursuing a sale pursuant to such Offer, the Grantor shall promptly deliver to:DHCD an Offer Notice with respect to such revised or continued Offer (Which shall not be deemed to have been duly delivered to DHCD unless it contains a copy of Iclause C. above), and DHCD shall have a new First Refusal Right with respect to such modified or continued Offer. The First Refusal.Perio.d for such new First Refusal bight shall run for a period of one hundred twenty (120) days,from the date of DHCD's receipt of the Offer Notice with respect to such revised or continued Offer. E. DHCD shall have the right at any to assign its rights under the First Refusal Right to a qualified developer selected by DHCD in accordance with the HIF Statute and HIF Regulations and. the HSF Statute and, HSF Regulations and, effective as of .any such assignment, the rights and obi gations;of'DHCQ with respect to.such First:Refusal Right shall automatically be deemed to apply to such assignee, and all references.to "DHCD" in.this Section shall automatically be deemed to refer to such assignee .(except to the extent:a n�c �I�SSDDCS ABr#RDAW MOUSING RESTRICTION 4 provision explicitly provides otherwise). :DHCD shall provide notice of any such assignment to the Grantor. F. In accordance with the provisions of the HIF Statute and HSF Statute: (I) An Offer Notice containing the required language as described above shall be deemed in have been duly delivered if sent by regular and certified mail„return recelpt requested (or by such other- method as may be authorized under the. HIF Statute and HIF Regulations and the HSF Statute-and HSF Regulations), addressed to DHCD (or to any assignee.of DHCD., if DHCD has previously given the Grantor notice of such assignment, including the name and notice address of such assignee, in accordance with the notice provisions set forth herein) in the care of the keeper of records for DHCD, which for purposes hereof shall be deerined to be the General or Chief Co'unsel.of.DHCD:(or in care of the keeper of records for such assignee of bHGp, as applicable), (ii)The Exercise Notice or Waiver Notice shall be duly signed by a designated representative of DHCD or of the assignee of DHCD, as the case may be, and (x) mailed to the Grantor by certified mail (or such other method as may be authorized under the HIF Statute or HSF Statute)at the.notice address set forth in the Offer Notice and (y) recorded with the Registry of Deeds by the expiration of the.First Refusal Period, If DHCD shall have assigned the First Refusal Right to s qualified developer prior to delivery of the Exercise Notice, the lExercise Notice shall include.the name and address of such assignee and the terms and conditions of such assignment. (III).An affidavit acknowledged by.a notary public that DHCD.or its designated representative has mailed an Exercise Notice or a Waiver Notice (the "Affidavit"). shall .conclusively establish the manner and time. of the giving of such ;notice- Any Affidavit may be recorded with the Registry of Deeds by either party. Each Affidavit shall have attached to it a copy of the.Offer Notice to which it relates. (lv)Each Offer Notice, F.xercise_Notice and Waiver Notice shall contain the name of the record owner of the Property and a description of the premises to be transferred, in form .adequate to fdentify the same. Each Affidavit shall have attached to it a copy of the Offer Notice to which relates. G_ The closing for the sale of the Property (or, if applicable, the part thereof that is the subject - of the Offer).to DHCD shall take place in accordance with applicable provisions of the HIF .Regulations HSF Regulations, by or before the date that is one hundred twenty (120) days after the expiration of the First Refusal Period :(i,e,, on or before the date that is two hundred forty (240) days after DHCD's receipt of the relevant Offer Notice), by the close of the business day, at the Registry of Deeds (such date, the "Closing Deadline"); provided, however, that if DHCD reasonably determines additional time is necessary to effect the closing, due to delays of the Grantor in providing DHCD With the due diligence material described below or any other failure by the Grantor fully to cooperate with preparations for the sale, the Closing Deadline may be extended to a date reasonably determined by DHCD as necessary to redress the delays caused by the Grantor, which shall be specified in a written notice from DHCD setting forth the reasons for such extension, delivered to the. ;00 i0 _1_16V RYFOR ABLINDUSINGJRFSTMOTION Grantor and recorded with the Registry of Deeds,by or before the.date originally scheduled for the closing. The parties may also mutually agree to .extend.the Closing Deadifne, by written instrument; .provided, however, that in such event, the parties shall execute an Instrument reflecting such extension, which shall be recorded with the Registry of Deeds by; or before the data originally scheduled for the closing. H. Concurrently with the delivery of the Offer-Noticc, the Grantor shall provide pHGD with a copy of, or otherwise make available for DHCD's review at a mutually convenient time and location, all material relating to the Property (or the part thereof that is the subject of the Offer) and/or the proposed sale, transfer, or other disposition thereof that has been made available to the party making the Offer, and shall thereafter promptly make available to bHCD any additional material made available to such party Promptly upon any request therefor by DHCD, the Grantor shall provide DHCD with a copy of, or otherwise make available for DHCD's review{ at a mutually convenient time and location, any and all other material owned by or readily available to the Grantor that an unrelated third-party buyer would reasonably request in connection with its due diligence for an acquisition of such Property, including, by way of example but not of limitation; deeds, title insurance policies, appraisals, studies,. reports, or other materials .relating. to such Property and/or ,any encumbrances) subject to which.the property is to be cr;nveyed, or otherwise reasonably necessary or appropriate for DHCD to review in connection with its exercise of the First Refusal Right. L. The transfer to Dl ICD. pursuant to the First Refusal Right shall be subject to such other requirements as may. be more fully ;described In the HIF Regulations or HSF .Regulatiors consistent with the HIF Statute and HSF Statute. Adjustments in the purchase price for recording fees, deed excise stamp taxes and other charges shall be made, and arty:other issues associated With the transfer shall be resolved, in accordance with standard conveyancing practice in The Commonwealth of Massachusetts. If either party so desires, the parties shall enter into a purchase and sale agreement memorializing the terms of the sale, consistent with the terms hereof and of the HIF'Statute.and HSF.Statute; provided, however, `that the First :Refusal (tight shall be binding regardless of whether the parties execute a purchase and sale agreement. Notwithstanding any gather provision hereof to the contrary, if, after delivering notice of its intention to exercise:the First,Refusaa Right, DHCD determines; In its sole discretion, that It Is not in the best interests of DHCD to effect the purchase, DHCD may terminate the First Refusal Right at any.time, upon written notice delivered to the Grantor and recorded with the Registry_of Deeds; provided,. however, that such termination right shall apply to DHCD only., and not to any assignee. If DHCD exercises such termination right or if either DHCD or its assignee (other than the Sponsor)falls to perform hereunder on or before the Closing :Deadline .through'no fault of the Grantor, then the First Refusal Right shall lapse and be of no further force or effect. I Concurrently:with its,acquisition of the Property, DHCD shall cause to be recorded with the Registry of Deeds an affordable }lousing restriction, in compliance with the HIF Statute, HSF' Statute and any other appilcable statutory requirements for the same ('and, in the`case of an assignee; in form acceptable to DHCD, 1n its discretion.), which shall require that such ortc �e^ I�assDoc AFFOOBABIE HOUSING RESTRICTION Property. shall be used Only for the purposes Of preserving or providing affordable housing: thereon, which housing shall remaln,affordable for a.period of not less than fifty(50). years.. 11. FCF First Refusal Right. A. I.f the t rantor intends at any time or from time to time prior to DHCD's exercise (:or unconditional Waiver) of the FCF Purchase option, as, described:above, to transfer.all or some of the,FCF Units,including a sale.of any.part of its interest in the Property that Includes all or some of the FCF Units, and the .Grantor receives a bona fide offer for such transfer that the Grantor desires to accept(each, an "Offer"), the Grantor shall promptly deliver to DHCD written notice of the same (which shah plot be deemed to have been duly delivered to DHCD unless it contains a copy of clause C: below), together with a copy of such Offer (the "Offer ]Notice") The Grantor shall provide DHCD with such reasonable evidence as DHCD may require to.satisfy DHCD as to the bona fide nature of the Offer. For purposes of this Section, a purchase by the Sponsor shall not be considered an Offer that triggers the FCF: First Refusal. Right. A transfer of a limited partner interest in the Grantor shall be considered an Offer that triggers the FCF First Refusal Right if (x) such limited partner interest is all or substantially all of the limited. partner interests in the Grantor(except for transfers to affiliates of the limited partner)and (y) such transfer takes place within one year of a transfer of a general partner interest in the Grantor or of a controlling Interest in a general.partner of the Grantor to the transferee of the Iiinited partner interest or an affiliate of such transferee, providers that a removal of general partner by a limited partner pursuant to a removal provision in the partnership agreement of the Grantor and the substitution of a new general partner that Is an a illate of such limited partner shall not constitute a transfer of a general partner interest. for purposes of this clause. If the. Offer also relates to a portion or portions of the Property other than FCF U:nits,.Grantor shalt also indicate the portion of the overall purchase price attributable to. FCF Units, which shall equal a pro rat portion of the overall .pu:rchase price based on the proportion that FCF Units represent of the total Units being sold. B. DHCD shall have the right to purchase the Grantor's interest in the FCF Units (or the. portions) thereof to which the Offer relates), at the sameprice (or pro rata.portion thereof) and on the same terms set forth in such Offer(the "FCF First Refusal Right" . by delivering to. the Grantor and recording with the Registry of Deeds written notice of its election to exercise such FCF First Refusal Right, in accordance with the terms set forth below (the, "Exercise Notice"),by or before the date that is one hundred twenty (120) days after DHCD's receipt of such Offer Notice (such 120-day period, the "FCF First. Refusal Period"). If DHCD does not intend to exercise the FCF.First Refusal Right, DHCD may, but shall have no, obligation to, notify the,Grantor in. writing that the FCF First, Refusal Right w.iil not be. exercised (a "Waiver!Notice"), G. If, by the expiration of the FCF First refusal Period with respect to an Offer, DHCD shall have failed to deliver to the Grantor. an Exercise Notice or a Waiver Notice, DHCD shall be deemed to have waived its FCF First Refusal Right With respect to'such Offer,subject to any revived FCF First Refusal Right with: respect to a modified 0.ffer,. as described below:. However, DHCD shall retain an FCF First Refusal Right for subsequent Offers and the FC.F Purchase option as described above, notwithstanding any prior actual or deemed waiver of ohs��f iassooc i1FFRRMBLE HOUSING REM18719N the FCF First Refusal night, or any intervening transfer of all,or some of the FCF Units. The FCF First Refusal Right shall automatically expire upon the waiver, expiration or exercise of. the FC1- Purchase Option. D. If any of the terms of an Offer shall be revised from the terms reflected in the Offer Notice in such a manner as to be materially more favorable to the buyer or If a.closing pursuant to' the Offer has not occurred on or before the date six.months after the date of the Offer Notice but the Grantor desires to continue pursuing a sale pursuant to such Offer,the Grantor shall promptly deliver to DHCD an Offer Notice with respect id such revised or continued Offer (which shall not be deemed to have been duly delivered to DHCD unless it contains a copy of clause C; above),.and DHCD shall,have a new FCF First Refusal Right with respectto such modified or continued Offer. The FCF First Refusal Period for such new FCF First Refusal Right shall run for a period of one hundred twenty: (120) days from the date of DHCID's receipt of the Offer Notice=With respect to such revised or. continued.Offer. E. DHCD shall have the right at any time to assign its rights under the FCF First Refusal.Right to a qualified developer selected by DHCD in accordance with the. FCF Statute and FCF Regulations arid, effective as of any such assignment, the rights:and obligations of DHCD with respect to such FCF First Refusal Right shall automatically be deemed to apply to such assignee, and all references to"DHCD" In this Section shall autcfmaticall.y be deemed to refer to such assignee (except to the extent a ;provision explicitly provides.otherwise). DHCD shall provide written notice of any such assignment to the Grantor. F. In accordance with the provisions of the FCF Statute: (i) An Offer Notice.co.ntaining the required language as. described above shall be deemed to have been duly delivered if sent by regular and certified mail, return receipt.requested. (or by such other method as may be authorized under the FCF Statute and FCF Regulations), addressed to DHCD (or to any assignee of DHCD, if DHCD has previously given the Grantor notice of such assignment, including the name and notice address of such assignee; In accordance with the notice provisions set forth .herein) in the care of the keeper of records;for DHCQ, Which for purposes hereof shall be deemed to be the General or Chief Counsel of DHCD (or in care of the keeper of records for such assignee of DHCD, as applicable). (11) The Exercise Notice or Waiver Notice shall be duly signed by a designated representative of DHCD or of the assignee of DHCD,`as the case may be and(x) mailed to the Grantor by certified mail (or such other method as may be authorized under the FCF Statute)at the notice address set forth in the Offer Notice and (y). recorded with the Registry of Deeds by the expiration of the FCF First Refusal Period. If DHCD shall have assigned the FCF First Refusal Right: to a qualified developer prior to delivery of the Exercise. Notice, the Exercise Notice shall include the name and address of such assignee and the terms and conditions of such assignment. (III)An affidavit acknowledged by a notary public that DHCD ar its designated representative has mailed an Exercise Notice or a Waiver Notice (the "Affidavit") shall conclusively establish the manner and time of the giving of such notice. Any Affidavit. may be 09II lYlassOE'c_ AFFORMLE HONING RESTBLCi18N recorded with the Registry;o.f Deeds by either party. :Each Affidavit shall have attached to:it a copy of the Offer Notice to which it relates. (iv)Each Offer hiotice, Exercise Notice and Waiver Notice shall contain the name of the record owner.of the Property and a description of the FCF Units to be transferred; in form adequate to identify the same. G. The closing for the sale of the F.C1 Units(or,,if applicable,the FCF Units that are.the subject of the Offer) to OHM shall tak:.e place in accordance with applicable provisions of the FCF 1 Regulations,by or before the date that is one hundred twenty (I20)days after the expiration of the FCF First Refusal Period (i.e.,. on or before the.date that is two hundred forty (240) days,after DHCD's.receipt of the relevant Offer'hlotice), by the close of the business day, at the Registry of Deeds (such date,the "Closing Deadline"); provided, however,that if DHCD reasonably determines additional time is necessary to effect the closing, due to delays of the.Grantor in providing DHCD with the due diligence material described below or any other failure by the Grantorfully to cooperate with preparations for the sale, the Closing Deadline may .be extended.to a date reasonably determined by DHCD ;as necessary to. redress the delays caused by the Grantor,which shall be specified in a written notice from DHCD setting forth the reasons for such extension,delivered to the Grantor'and recorded with the Registry of Deeds;..by or before the date originally scheduled for the closing. The parties may also mutually agree to extend the Closing Deadllne, by written instrument; provided; however, that In such event,the parties shall execute an instrument reflecting such extension, which shall be recorded with the Registry of Deeds. by or before the date .originally scheduled for the closing. H. Concurrently With the delivery of the Offer Notice, the Grantor shall provide DHCD with:a copy of, or otherwise snake available for DHM's .review at a mutually convenient time and location, all material relating to the FCF Units (or the FCF Units that are the subject of the Offer) and/or the proposed sale, transfer, or other disposition thereof that has been made available to.the party making the Offer, and shall thereafter promptly make available,to D.HCD any additional material made available to such party. Promptly upon .any request therefor by DHCD, the Grantor:shali provide. DHCD with a copy of, or otherwise make: available for bHCD's review at a .mutually convenient time and. location, any and all.other material owned by or readily available.to the Grantor that an: unrelated thir&party buYer would reasonably request in connection with its due diligence for an acquisition of such FCF Units, including, by way of example .but not of Limitation, .:deeds, title Insurance policies, appraisals, studies, reports, or other materials relating to such FCF Units and/or any encumbrances) subject to which the FCF units are to be conveyed,.or otherwise reasonably' necessary or appropriate for DHCD to review in connection with its exercise of the FCF First Refusal Right. F. The transfer to DHCD pursuant to the FCF First Refusal Right shall be subject to such other requirements as may b.emore fully described in the F('F Regulations consistent with the FCF Statute. Adjustments in the purchase price for recording fees,deed excise stamp taxes and other. charges shall be made, and any other issues, associated with the transfer shall be resolved., in accordance with standard conveyancing practice in The Commonwealth of ova� Rl8ssiklcs ' AFFORDABLE KBOSING RESTRICTION 1 Massachusetts. If either party so desires, the parties shall enter Into a.purchase and sale agreement memorializing the terms of the sale; consistent with the terms hereof and of the FCF Statute., provided, however, that the FCF First refusal Right shall be binding regardless, of whether the parties.execute a purchase and sale agreement. Notw. i:thstanding any other provision hereof to the contrary, if, after delivering notice of its intention to exercise the FCF First Refusal Right DHCD determines, in its sole discretion, that.it,is not in the best interests of DHCD to effect'the purchase;DHCD may terminate the FCF First Refusal Right at any time, upon written notice delivered to the Grantor and recorded with the Registry of Deeds; provided, however, that such termination right shall apply to DHCD only, and not to any assignee. if DHCD exercises such termination right or if either DHCD or its assignee (other than the Sponsor). fails to perform. hereunder on or before the Closing Deadline through. no fault of the Grantor, then. the FCFFirst Refusal Rlght shall lapse and be of no further force or effect. ,7. If the FCF Units are less than all of the Units at the Property and if the Offer also relates to a portion or portions of the. Property other than FCF Units, Grantor shall be responsible for either subdividing the relevant FCF Units from the balance of the Units or creating a condominium at the Property in which the relevant FCF Units will be a.separate condominium unit. In the latter r_ase, he condominium documents:governing such condominium shall be subject to the approval of DHCD in its sole discretion. K. Concurrently with its acquisition of the Property, DHCD shall cause to be recorded with the Registry of Dccds an affordable housing restriction, in compliance with the FCF Statute and any other applicable statutory requirements for the same (and,in the case af'an assignee, in form acceptable to. DHCD; In its discretion), which shall require that such Property shall be used only for the purposes of preserving or providing affordable housing thereon, which housing shall remain affordable for a period of not less than forty(40)years. 12. Term of Restrictions; Covenants to Run with Land. The term of this Restriction shall be perpetual. The "Option Term" shall be the period from the fiftieth anniversary of the date hereof through the Option Exercise Deadline (as defined in Section 8 above) plus any additional period necessary for the consummation of a purchase .of the Property under any of;the Purchase Options and the First Refusal Rights described a.bovej if, applicable. Notwithstanding the foregoing, this Restriction shall not expire until the recording in the Registry of Deeds of a written determination by the Secretary of EOHHS, the Secretary of Administration of Finance, and the Commissioner of DD5 or DMH (whichever shall have determined the eligibility of Residents for the Property), that there.is no longer a need,to maintain and use the Property as FCF Comm nity-based Housing. Notwithstanding any provision to the contrary.herein or in any of the other Loan Documents, this Restriction shall. remain in full force for the :full term set forth Herein. including any extension, notwithstanding any prepayment of the.Loan; The restrictions contained herein shall run with the land, shall bind the successors and assigns of the Grantor, and shall inure to the benefit of the Holders and their successors and assigns as permitted. herein, Notwithstanding the foregoing, at the end of the term'of affordability for a .particular program, as set forth on Zxhibit C: as it may have been extended, provided that all obligations under the loan provided by such Program:have been satisfied in full at thattime,as determined bythe appropriate Holder,the Grantor may request AFFY R ABBE NBr➢SIflEh1assD RESTR1MON that the .Holders modify. this Restriction to eliminate the requirements imposed by or otherwise relating to such. Program set forth in this Restriction._ The parties shalt cooperate to prepare an appropriate amendrnenl to this. Restriction, which amendment shall be duly recorded. with the Registry.of Deeds_by the Grantor at its,cost and expense. 13 Subsequent Conveyances. Each and every contract, deed or other instrument hereafter executed conveying the Properly or portion thereof shall expressly provide that such conveyance is subject to this Restriction; provided, However; that the covenants..contained herein shall survive and be effective regardless of whether:such contract, deed or other instrument hereafter executed conveying the Property or portion thereof provides that such conveyance is subject to this Restriction. 14. Income. 'Verification. The Grantor represents, warrants and covenants .that the determination of whether a Family occupying a Restricted Unit meets the income requirements set forth herein shall.be made by the:Grantor at the time of_leasing of a Restricted Unit and.thereafter at least annually on the basis of the current income of such Family, In initially verifying a Family's .income, the Grantor shall examine the source documents evidencing annual income: (e.g., wage statements, interest statements, unemployment compensation statements)for the.Family. 15. Reporting Requirements. A. DHCD Web-BasedAnnually, no later than September 30, Grantor shall submit,to DHCD, via the web-based annual reporting system located at https://hedhsgdevannualreport.azurewebsites.net,or as otherwise Instructed, an annual report consisting of all data required by DHCD regulations at:760 CMR 6.1,00 promulgated pursuant to Chapter 334 of the.Acts of 200.6 and all applicable DHCD directives, guidelines and forms as may be amended from.time to time.The Grantor shall collect said data for the express purpose of repotting to DHCD,. and the collection.and reporting of said data shall. comply with said regulations, directives, guidelines and forms. 8. Annual Report. Annually, no later than.September 30,Grantor shall submit to each Holder an annual report consisting of the following: (i) Annual adjusted income of each Family.occupying a Restricted Unit. (ii) Monthly gross rents.(.rents pies utility allowances, if applicable) for all Restricted Units, such rents to be consistent with the schedule of maximum rents published annually by DHCD. The rent schedule shall include the maximum rents applicable to Restricted Units under Section 3 as well as the actual rents to be charged to over-income Families under Section 3. (iii)The Grantor's certification, made .to the best knowledge and belief of the :officer or Individual signing such certification; that: (a) The Property continues to be used for the Permitted Uses. (b) The Property continues to contain the required number of Low Income Units and Extremely Low. Income Units and to comply with the rent and other restrictions applicable to such Restricted Units. a matsiiac AFFORDABLE NOOSING 6E5TRIOTION (c) Grantor has not transferred, pledged or encumbered any interest in the Property, except as specifically provided in, and in accordance and compliance with the terms of,this Restriction. (d) Grantor has caused the Property to be maintained in a manner consistent With the Statutes, Regulations and Guidelines and no children.under'six years old mside'irf or occupy the Property within the meaning of:the Lead Paint Lame or, if such children do reside in or occupy the Property, that the Property Is in compliance with the Lead Paint Law. (e) The.Information submitted pursuant to this Paragraph B is true and accurate. C. Confidentiality. The Holders and the.Grantor.shall'treat as confidential any of the foregoing Information relating to a specific Resident or Unit in compliance with ail applicable state and federal statutes and regulations,including M.G.,L.c. 66A,and shall implement adequate systems and procedures for maintaining the confidentiality of such Information (but the Holders and the Grantor may release general statistical and other information about the Property,so long as the privacy rights and interests of the individual'Residents are protected). The Holders and. the Grantor shall not use any of the foregoing Information in Paragraph A.(III) for any purpose described in Section 603(d)(1)of the federal FairCredit Reporting Act(15 U.S.C. § 16812(d)(1)) or in any manner that would cause a Holder or Grantor to be considered a."consumer reporting agency" under Section 6O3(f) of the federal Fair Credit Reporting Act(15 U.S.C, §; 1681a(f)), n.: Additional Reports. Gmntorshali prepare and submittothe Holders such additional reports as any Holder may deem necessary to ensure compliance with the requirements of this (Restriction and of the Programs. E. Records. The. Grantor shall maintain as part :of its .records (1). copies of all leases of Restricted Onits; (ii) all initial and annual income certifications by Residents of Restricted Units and (ill) such additional records as any Holder may deem necessary to ensure compliance with the requirements of this Restriction:and of the Programs .F. Additional Reporting Requirements., Additional reporting requirements are stipulated in the Loan Agreement. 16; No. Demolition. The Grantor shall not demolish any part of the Improvements or substantially subtract from any real or personal property Included within the Property except in conjunction with renovation or rehabilitation of the Units or construction of a new project on the Property, in either case subject to the prior written consent of all Holders, which consent may be granted or withheld in a Holder's sole judgment. 17. Casualty. The Granter represents, warrants and agrees that if.the Property, or any part thereof, shall be damaged or destroyed, the Grantor (subject to the approval of the lenders} providing financing) will use its best efforts to repair and restore the Units to substantially the same. condition as'.existed prior to the Event causing such damage or destruction, and the Grantor represents, warrants and agrees that the Units shall thereafter continue to operate in accordance: with the terms of this Restriction. 00 NiassUocs�..�f' AFF(ilRl ARE HOUSING g1STRZT1011 18. Inspection. `The Grantor hereby grants to each holder and its: duty authorized representatives the right to enter the Property(a.).at reasonable times and In a reasonable manner. for the purpose of inspecting the Property to determine compliance with this Restriction or any other agreement between the.Grantor and such Holder and (b) after thirty (30)days'prior written.notice, to take anyreasonable and appropriate action under the rirrumstances to cure.any violation of the provisions of this Restriction. The notice referred to in clause (b) shall include a clear description of the course and approximate Cost of the proposed cure. 1.9. Enforcement. Upon violation by the Grantor of any of the provisions of this Restriction that remains uncured for more than thirty (30) days after notice thereof from any Holder (or for such longer period not to exceed thirty(30) days as shall be reasonably required under the circumstances to cure such violation, provided that theGrantor has commenced the cure of such violation within the.initial thirty (30) day period and is thereafter diligently pursuing the cure to completion), any Holder, at its option (without liability: to any party :for failure to do so), may apply to any court, state or federal, for specific performance of this Restriction or an injunction against any violation of this Restriction, or for such other relief as may be appropriate, since the injury arising from the default.under any of the terms of this Restriction would be irreparable and.:the amount of damage would be difficult to ascertain and may not be compensable by money alone. In each such default notice, the.Holder giving such notice shall specify the violation in question and the actions such Holder believes are necessary and feasible to remedy.such violation. No waiver by a Holder of any breach of thls Restriction shall be deemed a waiver of such breach by any other Holder or a waiver of any other or subsequent breach. No act or omission by any Holder, other than a writing signed by it waiving a b:reach_by the:Grantor in accordance with the next Section hereof, shall constitute a waiver thereof. Any Holder shall be entitled to recvver.frorn the. Grantor all of such Holder's reasonable costs of an action for enforcement of this Restriction, Including reasonable attorneys` fees (including the time of any in-house counsel of a Holder charged at the same rate as comparable outside attorneys). By its acceptance of this Restriction, no Holder undertakes any liability or obligation relating to the condition of the Property. Without limiting any other rights or remedies available to a Holder, any transfer of all or any other portion of the Property in violation of the provisions hereof, in the absence of A certification from all Holders approving, or waiu ng any restrictions with respect to,the same, all as set forth above,shall,to the maximum extent permitted by law;be voidable by any.Holder, by suit in.equity to enforce the restrictions hereof. 20. Compliance Certification. Upon written request therefor, a Holder shall provide a statement in form acceptable for recording certifying that the Grantor,'is in full compliance with the provisions hereof as relate to that Holder, provided such Holder believes that the Grantor is so in compliance. Upon receipt of a written request therefor, if a Holder shall believe that the Grantor is not so in compliance, such Holder shall provide such a recordable certification specifying to detail the section or sections hereof with which such Holder believes the Grantor not to be In compliance. Any third party dealing with the Grantor may rely for all purposes on the truth and completeness of such a certification of a Molder. 2i. Senior Lender Foreclosure. A. Notw-ithstanding anything herein to the contrary; but subject to the provisions of this- Section, if the holder of record of a first mortgage granted to a state or national bank,.state eee aka manvOCs, AFFIRBABLE AOIISING RESTRICTION or federal savings and loan association, cooperative ,bank; mortgage Company, trust company;. insurance company or other institutional_or governmental lender shall acquire the Property by reason of foreclosure or similar remedial action under the provisions of such mortgage or upon conveyance:of the Property in Iieu of foreclosure, and provided that the holder of,such mortgage has given the Holders not less than sixty (60.) days' prior written: notice of. its intention to foreclose 'upon its mortgage or to accept a conveyance of.the. Property in -lieu of foreclosure to atternpt.to structure a workout or other arrangement to avo!d such foreclosure,conveyance in lieu of foreclosure, or similar remedial action and the. Secretary of EOHHS has failed within such sixty (60) days to locate a purchaser for the Property who is capable of operating the Property. for the Permitted Uses subject to the provisions of this Restriction and who is reasonably acceptable to such mortgage holder; then except as provided below, the rights and restrictions herein:contained shall not apply to such mortgage. holder upon such acquisition of the Property or, to any purchaser of the Property from such mortgage holder,and such Property shall, subject to Paragraph B. below, thereafter be free from all such rights and .restrictions. The recording in the Registry of Deeds of a sworn affidavit by the foreclosing mortgagee certifying as to the failure of the Secretary of EQHHS to meet the foregoing deadline may be relied upon by any third party, provided that the foreclosure.deed is recorded not more than six(6) months after the receipt by the Secretary of EOHHS of the foreclosure notice. Notwithstanding the foregoing, the rights and restrictions contained herein shall terminate only to the extent it is financially infeasible to maintain the level of:affordability required by this Restriction or some lesser level of affordability (i.e. ;fewer-;Res tricted Units,or Restricted Units affordable to Families with higher Household Incomes than those required by this €estriction). ".Financially infeasible" shall mean ,(1) with respect to the.operation of the Property;that the rent and other income from the Property is, or is reasona.bIy projected to be; less than the reasonable expenses required (ter reasonably projected to be required) to maintain and operate the Property and (ii) with respect to a sale of the Property, that the restrictions would prevent (or be reasonably projected to prevent) the senior mortgage holder from recovering all amounts due anti owing with respect to its financing of the propertyR including without limitation, principal, interest,charges,costs,expenses, late fees and prepayment premiums. Financial infeasi.bllity shall.be determined by the senior mortgage holder ln.its sole discretion after consultation with the Holders. The senior mortgage holder shall notify the Holders of the extent to which the rights and restrictions contained herein shalt be terminated and the Grantor agrees-to execute any documents required to mod.Ify this Restriction to conform to. the senior mortgage holder's determination. The-Grantor hereby irrevocably appoints any senior mortgage holder and each of the.Holders, its true and lawful attorney-in4act, with. full power of substitution, to execute, acknowledge and deliver any such documents on behalf of the Grantor should the Grantor fail or refuse to do so. B. The rights and restrictions contained herein shall not lapse if the Property is acquired through foreclosure or deed in lieu of foreclosure by (i)the Grantor, (!!).'any person with a. direct or indirect- financial interest in the Grantor, (iii) any person related to a person described in clause (ii) by blood,.adoption or marriage, (iv) any person who is or at any time. was a business associate of a person described in clause (ii), and (v) any entity in which. P.-O.- -1 Ma AFFOR➢AKE RMSie6 RESTRICTION any of the foregoing have a direct or indirect financial interest (each a: "Related Party"). Furthermore, if the Property is subsequently acquired by a Related Party.during the period in which this Restriction would have remained in effect but for the provisions of this Section, this Restriction shall be revived and shall apply to the Property as though it had never lapsed. C: In the event such mortgago holder conducts a foreclosure or other proceeding enforcing its rights under such mortgage and the Property is sold for a price in.excess of the sum of the outstanding principal balances of all notes secured by mortgages of the Property plus all future advances, accrued interest and all reasonable costs and expenses which the holders thereof arc entitled to,recover pursuant to the terms of such mortgages, such excess shall be paid to the! Holders in.consideration of the loss of the Value and benefit of the eights and restrictions herein contained'and released by the Holders pursuant to this Section .In. connection with such proceeding, provided that in the event that such excess shall be so paid to the Holders by such mortgage holder, the Holders shall thereafter indemnify sucf mortgage holder against loss or damage to such mortgage holder resulting from any claim made by the mortgagor of such mortgage to the extent that such cairn is, based upon payment of such excess by such mortgage bolder to the Holders in accordance herewith, provided that such. mortgage holder shall give the prompt notice of any such claim and shall not object to.intervention by the Holders in' any proceeding.relating thereto. The Holders shall share any such excess. pro rats In proportion to the respective amounts of principal and interest (if any) then outstanding on their portions of the Loan and the liability of a Holder under the foregoing indemnity shall be limited to the amount of such excess received by it. To the extent the Grantor possesses any interest in any amount which would otherwise be payable to the Holders under this Paragraph,'to the full extent parmissibie by law, the Grantor hereby assigns its interest in such amount to said mortgage holder for payment to the Holders. 22. Notices. Except for any notice required under applicable.:iaw to be given in a different-manner, any notice,request or other communication which any party hereto maybe required or may desire to give hereunder shall be made in writing, and shall be deemed to have been properly given if.hand delivered,..if;sent by recognized overnight courier, receipt co.nfiirrned, or if mailed by united States registered or;certified mail,, postage.prepaid,.return receipt requested,addressed to the parties at their respective addresses First set forth above, or to such other address as the party to be served with notice may have furnished in writing to the.party seeking or desiring to serve notice as'a place for the service of notice.A notice sent by any of the foregoing methods,shall be deemed given upon documented receipt, or refusal. The Holders shall use reasonable efforts to send. courtesy copies of all notices sent to the Grantor to the Grantor's investor at.the address set forth below, provided that .any failure to send such .a courtesy copy shall not affect the validity of any notice: Massachusetts Mousing Investment Corporation, A Federal Street, Boston, Massachusetts 02110, Attention; Scott Backman, Director of Asset Management. 23. Successors and Assigns; No Third-Panrty Bene rriieFaries. This Restriction shall be binding upon the Grantor and its successors and assigns; and shall burden the Property as specified herein. This Restriction shall also be binding. upon the:Holders, and shall inure to the: benefit of their nocis Mas AFFORRASIE HBVMRG RE97RIC71CN' successors and assigns, provided that a Holder shall not voluntarily assign its rights hereunder unless (a) such Holder believes in good faith that it'is'no longer reasonably cfapabic of performing Its duties hereunder, and (b) such assignment shall be to a governmental body or an entity of a similar character.and purposes to such Holder which is reasonably capable of performing such duties hereunder, (except that L)kD's rights with respect to the Purchase Option, FGF Purchase Option; First Refusal Right and FCF First Refusal Right.are assignable, as set forth herein). 24. SeverabiElty,• Construction. ;All rights, powers and remedies provided herein may be exercised only to the extern that exerclse thereof does not Opiate any applicable law, and are intended to be limited to the extent necessary so that they will not render this Restriction invalid, unenforceable or not entitled to :be recorded; registered or filed under applicable law. If any provision or part hereof shall be affected by such Bolding, the validity of other provisions of this Restriction and of the balance of any provision held to.,be invalid; illegal or unenforceable, In part :only;shall in no way be affected thereby, and this Restriction shall be construed as 1f.such invalid, illegal, or unenforceable provision or part hereof had not been contained herein. In the event of any actual or potential inconsistency between the terms of this Restriction and any of the Statutes and/or the Regulations, such terms shall be interpreted,to the extent reasonably possible, so as to reconcile; any such. inconsistencies. If such provisions cannot reasonably be reconciled,; the provisions of the 'Statutes, the Regulations and this Restriction, in the foregoing: order of priority, shall control 25. Governing Lew. This Restriction shall be governed by the laws of The Commonwealth of M,asSachusetts, Inasmuch as the restrictions contained herein have been imposed upon the Property in part to satisfy requirements of various governmental bodies referred to herein,:including, without limitation, QH.CD, the restrictions contained Herein are intended to be construed as a restriction held by a governmental. body with the benefit of Section 26 of Chapter 184 of the.Massachusetts General Laws as existing as of the date hereof, such that the restrictions contained herein shall not be limited in duration by any rule or operation of law, but rather shall run for the full term thereof. 26: Recording. The Grantor, at.its cost and expense, shall:cause this Restriction and, any amendment hereto to be,duly recorded with the Registry of Deeds(and if.necessary or appropriate, re�reco,rded), shall pay or cause to be paid all recording, filing,.or other taxes, fees and charges and...shall comply with all such statutes and regulations as may:be required by law`in order to establish,preserve and protect the ability of the Holders and their successors and assigns to enforce this.Restriction. 27. Further Assurances. Each Holder is authorized to record or file any notices or instruments appropriate to assuring the enforceability of this Restriction; and the Grantor on behalf of itself and its successors and ;assigns appoints each Holder its attorney-in-fact to. execute, acknowledge and deliver any such instruments. on its behalf. Without limiting the foregoing,. the Grantor and its successors and assigns agrees to execute any such instruments upon request. The benefits of this Restriction shall be in gross and shall he assignable by any Holder. The Grantor and the Holders intend,that the restrictions arising hereunder take effect upon the;date hereof, and to the extent enforceability by any person ever depends upon the approval of governmental officials, such approval when given shall relate back to the date hereof regardless of the date of actual approval. or the date of filing. or recording of,any instrument evidencing such approval, I ana AFFORDABLE NOOSING NESTMeTION Z$. Counterparts. This Restriction may be executed in several :co:Unterpart5, each of which when executed, and deliviomd shall be.an original but all of which together shall constitute one instrument. in making proof of this Restriction, it shall not be necessary to produce.or account for more than one such counterpart executed by the party against whom enforcement of this Restriction is sought. 20. Incorporation of Exhibits and Riders. Ariy arid all exhibits`anti riders attached` hereto or otherwise referenced herein are hereby incorporated by reference,. the.same as if each were fully set forth herein. 30. Amendment; Waiver. This Restriction may not be amended, nor may any obligation. hereunder be walved or released; without first obtaining the written consent of all Molders. No documentary stamps are required as this Restriction is not being purchased by the Holders. Lend of page; signature on next page] �Iasspn� AWIRDA BLE POII=RESiRIGiRIR Executed under seal as.of the date set forth above. BOSTON STREET CROSSING LLC, a Massachusetts limited Ilability company By BOSTON STREET CROSSING MM LLC, a Massachusetts limited liability: company) its Managing Member BY: HARBORLIGHT COMMUNITY PARTNERS INC.., a Massachusetts nonprofit corporation,- its Manager i• By: Andrew NeFranza, Authorized Agent COMMONWEALTH OF MASSACHUSETTS suff-sc�County, ss• On this �W-qp-day of August, 2017, before me,the undersigned notary public,personally appeared Andrew DeFranza,proved to me through satisfactory evidence of identification,which was(a current driver.'s license) (a current U.S. passport) (my personal knowledge of the identity of the principal), to be the person whose name is signed on the preceding or attached document, and acknowledged to. me that he/she signed it voluntarily, as Authorized Agent of Harborlight Community Partners Inc,, the Manager of Boston Street Crossing MM LLC, the Managing Member of Boston Street Crossing LLC, for its stated purpose as the voluntary act of Boston Street Crossing LLt;. • re rtih DEANNA M. FAY (Notary Public ih1glary Public of My.commission expires: Lfl t . y s�3on ilci irea -Was. 2Wl EXHIBIT A Property Description EXHIBIT B Projected Initial Rent Schedule for Units Other Than Home Assisted Units EXHIBIT B-1 Projected Initial Rent Schedule for.' Iiome Assisted Units EXHIBIT C Initial Affordability Matrix EXHIBIT D Additional Definitions I uuo m�uoQ�s AFEIRDABEE NOOSING RISTBICTION EXHIBIT A : PROPERTY DESCRIPTION PARCEL ONE - 43 Boston Street, Salem, MA. BEGINNING at a stone bound at the Northerly corner of the described premises which is at the Southerly junction of Boston Street and Pope :Street; thence running SOUTHEASTERLY by. Boston, Street, thirty-eight and 58/100 ,(38,58) .feet; thence turning and running SOUTHWESTERLY by land now or formerly of Label, sixty-two and 60/100 (62.6.0) feet to a right of way; thence turning and running NORTHWESTERLY .by said .right of way, thirty-four and 5/10 (34.5) feet to Pope. Street; thence turning and running N©RTHrmsTERLY by: pope Street, fifty-six and 58/100 (56.58) feet to Boston; Street, and the point of beginning. Together with all rights in and to the 12 foot wide right of way running along. the Southwest boundary of the premises. PARCEL TWO - 179 Boston Street, Salem, MA Shown as Lot A on a: Plan entitled, "Land Hof Edward J. & Rose B. Blais, Boston;St., Salem, Mass.", dated Aug. 1965, by Edwin T. Brudzynski, Registered Surveyor, recorded with said Deeds as Plan No. 450 of 1965, Book 5295, Page 489. e . r p u m W ti W r a E f a OO V it Z a a O Q -o o. a S~ o TM a m ri. L m o ni fl rz rri Z u tfr +fl trr Q Lii � z o a a Q o 3a Q o a o; o a a a tq o p w � ,00rr m w -4 ,-i� r+ N N D lY O C 61 0 rb 'j ,j o W Z J o O - Ilil4 CD' U o „a ,1 11 ri 'a 1-4 4-1 -bF� -b* tq- JA- 4A- fa o Z d u LU ia. v : (9Z sn Ln c m i Lq LEI o *' ra o c W � w. QJ LU a , ru m m r ~ o a o 0 0 0 E ("a X m y N " ' M � m F V) U + tr at 0 Z ~ fa ul m m m m `LUm 1 , � :=D fa § a � k� Q / 2 — k 0 B, ■; k $ E & d:x \ @ � \ Z o �■ 7 1 . L ƒ k lu m� � � / / ■ J 7 7. 2 \ LU ¥AU 2; .� 2: 2 \ � 7 7 00 7 - � tj�k E \ _ z 0 $ § (41 A B§ LU U / R k . 0 / m Ln $ 0 � � � w < 2 * / o � 7 7w § I t m flu U61 . � » c 4-1 0 - / \ L - & ./ \ / 0 Co 7 /La $ \x .: LU 2 ± e ea oWs � 4mmmm. QDm`mmca 110 Q �a�lmmm flQmmmm Hamm. rye I. I I �'O r I 1O i. I r' R is I i I T7 s I r 7 r l�i.t d Q U) *-1 N(M CF ,-i'tti.M'd' U3 .r-a N rn c N 3,-�-N cat ;i Ul .,-�:.N A It'. s _ �� I� W X I � w 0 o. W r. Kc zu {] rd CG a: �. -t>' �.tY t:C, p�. ,2r t3:.i�" ]:p me--' t��.m.to!Y]m =to iD m-m Q.�. .. t7i C7: 0 3 m.fII�- �..0 [fl. �4 Vl�,i(�r3V VI +-yt`.ft* v U3iN -,,,4 -j L� `-ir-4A Ln 1l � ll IIIIII I � Il1I I I [ I1 171 w 0m ��m o mmm� 0 mmmm ' mmmm wm-.e [ I L I = [ _Ul. lu Lo z 0v IN � I11 11 1I1L11 I } IIfI 11III l [ I lu z 0 eta,oamCc, s4-,mmm a3mmmm' Qa�nmmmm'mmm � mm 7- r I U7 N M VI .`�tti!M 41'" U} -,-1:N N+t.N. Ll 0 1 1111 lI I1l L1C- I I fI [ fi IIIII E x K ce Ujd 1�!� Q N � of Ln (n 3I fsagg I0 U) N. �W I { L11 II11IL I � IIIf � l I1L II1: 111 I 1 m =u k ID LL N � W M' OR LU �r rr U- ti lu i x v rn m s 7.s. { � 3 i M [Y ��;�SV M�: N�r:tCVi+'S '7 -n NMV a _ o 0 do Q °tCccof .0 Qr�ct.da mC%m: mm N In mmmm nmmmm � 11 �tn IlI1 1 � 1111 illl d d d a d d d d d O ca d a d mC3 �'�mmmm .� mmmm d=cicamm r7 d' I I _ f l � ► � l f � : l { I . f dd °d.a. d. 0 od0.a'b OAmmmm mm d�mmmm C•-mmwoa 13 , mRT CA ` Nmy t Iny ,comet Nr �H�tit fIlI1I1Ilry1 I �r1 Qaa °rtd ppoC0:ceW mm ��mmma m[[ ��mmd md m toe cam u,F 1 If1 iI 11I1I � � � I � � (Lp � N � Q � � a w 0 aku Of a ¢ �. Z E7 0 U 000 �a MOS5I10 AFPOBBABIE HOBSIRGBESM10-TIBN i EXHIBIT D: ADDITIONA1L DEFINITIONS Following are additional definitions used in this Affordable Housing Restriction:. Administrator: Massachusetts Housing Finance Agency, a.body politic and corporate.and a .public instrumentality of The Commonwealth of Massachusetts,or its siirr_essars.and assigns as applicable, "AHT Guidelines";shali mean the guidelines issued by DHCD regarding. the AHT Program, as the same may be amended, supplemented, replaced or otherwise :modified from time to time. "AHT Prooram" shall mead the Affordable Housing. Trust Fund loan program established under the AH7 Statute. under which AHT niakes loans available to sponsors of affordable housing for Low .Income and Extremely Low Income Families. "AHT Staitute"steal# mean the Massachusetts Affordable Trust Fund Statute, M.G.L. c.121D.. "Alternative Form of Housing" shall mean. housing that involves an unusual or specialized level of management or social services, an innovative financing or ownership structure or other innovative features,including, without limitation, any of the various types of housing defined and described in 750 CMR 23.02 of the:HIF Regulations.(as defined below.) or as otherwise described in the HIF Statute. "Area" shall mean Boston-tambridge=Quincy, MA-NH-HMFA. "Bedroom Adiusted AMI" applicable to a Unit shall mean the median income for the Area, with adjustments for the number of bedrooms in`such Unit, as determined from :time to time by HUD pursuant to Section 8 of the. United States Housing Act of 1937, as amended. For purposes of adjustments for the number of bedrooms in a'Unit, a Unit that does not have a separate bedroom is assumed:to be occupied by one individual and a Unit with one or more separate bedrooms is deemed assumed to be occupied by 1.5 individuals for each bedroom (with the total number of individuals rounded up). "Consortium",shall mean the City of Salern, as agent for and representative member of the North Shore HOMF Consortium. "CPA Guidelines" shall mean the 'ordinance of the City of Salem, Massachusetts accepting the provisions of Sections 3 through 7 of the CPA Statute,: together with any guidelines issued by the City of Salem Community Preservation Committee regarding the CPA Program, as the same may be amended, supplemented, replaced or otherwise modified from time to time. "CPA Program" shall mean the Community Preservation Fund program established by the City of Salem, Massachusetts under the CPA Statute under which the City may make grants to sponsors of certain types of affordable housing and for ether purposes authorized by the CPA Statute. "CPA Statute" shall mean Chapter 44B of the Massachusetts General Laws, as.the same may be amended, supplemented, replaced or otherwise modified from time to time. ",CPA Regulations" shall mean the infarmation,al Guidance Release 0.1-207 (September 2001),. Informational Guidance. Release 00-209 (December 2000)" and -any Other bulletins, opinions guidance or regulations relating to the CPA.Statute issued or.promulgated by tie Commissioner of } lilassilocs_ AEfaBDANIF 1wou9lNs HESTRl6T10K Revenge of:The Commonwealth of Massachusetts, as the same may be amended, supplemented,; replaced or otherwise:modified from time to time. "EOHHS" shall mean the Executive Office of Health and Human,Services of the Commonwealth of Massachusetts (or any successor thereto or designee thereof): "Extremely Low Income Family" shall mean a Family whose Household Income is.less than or equal to thirty percent.f 30%) of the Family-size Adjusted AMI. "fir Market Rent" shall mean the fair market rent 1nthe Area for a comparably-sized dwelling as established by HUD under regulations promulgated at 24 C.F.R.g888.11 (or successor regulations), minus a monthly allowance establlshed by the Holders for any utilities and servlces (excluding telephone) to be paid by the occupying Family.. 'Tamil Shall have the meaning set: forth in 24. C.F.R. §5.403. (or any successor regulation). Notwithstanding the.foregoing', a household comprised of a full-time.student or students shall not qualify as a Family except as permitted under the federal law-income housing tax credit program pursuant to Section 42(i)(3)(D) of the Internal Revenue Code of 1986,. as amended. "Family-size Adjusted AMV shall mean the median income for the Area,adjusted for family size, as determined from time to time by HUD pursuant to .Section. 8 of the United 5tates Housing Act of 1937, as amended: "FCF Community-based Rousing shall mean a non-institutional housing development, or a Unit therein, (i) that is reserved for FCF Eligible Residents and (11) that constitutes one of the following types of housing: (a) Independent Integrated Housing,"which shall mean a residence reserved for FCF.Eligible:: Residents,located Ina Residential Housing Development on a single site or multiple sites, in which no.more than one-third of the housing units are reserved for FCF Eligible Residents and which complies with any additional requirements that may be:specified in the FCF Guidelines, as approved by DHCD. (b) "Group Home" or "Single:Ropm Occupancy Housing," which shall mean a residence that provides separate sleeping facilities for each Resident. The residence must also provide facilities for.living eating, cooking and sanitation for all Residents) however, these facilities may be shared. (c) "Scattered Site Housing.," which shall mean a residence that provides separate facilities;for living, sleeping; eating, cooking and sanitation for each Resident.. "FCF Eligible Resident°shall mean a.Moderate Income Family that includes one or more Individuals with Mental Illness or Individuals with Intellectual Disabilities. "FCF Guidelines" shall mean the guidelines relating to the FCF Program issued by DHCD and/or CEDAC pursuant to the FGF Statute and the FCF Regulations, as the sarne .may be updated; amended, or otherwise revised from time to,time. "FCF Program" shall mean the Facilities Consolidation Fund loan program, established for the purpose of facilitating the creation of community-based housing,,under which DHCD contracts to make funds. available through CEDAC and ether financial intermediaries,_ for such financial` Intermediaries to loan to sponsors:of Community-based Housing for Individuals with Mental Illness E�0 massGDCS„!�' NFORlDIIBLE ROUSIRG RESTRIGTIR$ or Individuals with intellectual Disabilities, subject to and in accordance with the provisions of the FCF Statute. "FCF Regulations" shall mean the regulations relating to the FCF Program promulgated by DHCD at 760 Code of Massachusetts Regulations,. Section 19.00 et seq., as the same rnay be amended, supplemented, replaced or otherwise modified from time to time. "FCF 9ta.tutea'shall mean Section 2 of Chapter 129 ofthe.Acts:of 2013:(b6dget line ltem:7004,0.444)., as affected by Section 19 of Chapter 129 of the Acts of 2013, as :the same may be amended, supplemented, replaced or otherwise modified from time to time. FCF supportive Housinan shall mean FCF Community-lased Housing that provides the,FC:F Eligible Residents with supports and services linked to their housing. "FCF Units shall mean the Units in the. Project that;are supported by the FCF Program and. are reserved for FCF Eligible Residents. "Grantor" shall mean the Grantor named on the first page hereof or any successor or assign thereof permitted under Section 8 of this Restriction, including any party holding ownership interests in or with respect to the Property. "Gu deliner,shall mean the NFrT Guidelines, the AHT Guidelines; the HIP G-uldeiines, the FCF Guidelines, the HSF Guidelines and the CPA Guidelines. "HIF Guidelines shall mean the guidelines issued .by DHCD regarding the HIF Program,as the same may be amended, supplemented, replaced.or otherwise modified from time to time; "HIF Program shall mean the.phase of the Housing. Innovations Fund loan program established under the.Hrr statute for the purpose of facilitating the creation and retention of alternative forms of housing, under which DHCD contracts to make.funds available through CEDAC and other financial intermediaries,for such financial intermediaries to loan to sponsors of Alternative Forms of Housing for Low Income Families, subject to and in accordance with the provisions of the HIF Statute. "HIF Regulations" shall mean the regulations relating to the HIF Program promulgated by DHCD at 760 Code of Massachusetts Regulations, Section 23.00 et seq., as the some may be amended, supplemented, replaced or otherwise modified from time:to time. "HIF Statute" shall mean the Massachusetts Housing Innovations Trust Fund, Statute, M.G.L. c. 121E, as affected by Chapter 129 of the.Acts of 2013 (budget line item 7004-0046), as the same may be amended, supplemented,replaced or otherwiise.modified from time to time. "Hicih.Moderate Income Family" shall mean a Family.whose Household Income is.less than or equal to one-hundred-ten pemerit of the Family-size:Adjusted AMi: "Holder" shall mean each of DHGD, AHT, CEDAC, th.e.city, iITF, HSITF, and the Consortium, or,:as applicable, each successor or assign of the foregoing.and "Holders" shall mean all of the foregoing parties, collectively. "HOME Guidelines" shall mean the guidelines issued by. DHCD regarding the HOME Program, as the same may be amended, supplemented, replaced or otherwise modified from time to time. [ o� j`I �9sssoocs;l. AFFORRdIRLE B011SING RESTRlCYI011 "HOME Program" shall .mean the federal HOME Investment Partnerships Program under which the City and the Consortium.matte loans availanle to sponsors of certain types of arfordable housing. "HOME;Recula�" shall mean 24 C.F.R. Part 92. "'Household Income° shall mean a Family's adjusted annual income determined in the manner set forth in 24 C.F.R_-§5;609(or any successor regulations). "HSF Guidelines" shall rnean the guidelines issued by DHCIJ regarding the HSF Program, as the same may be amended, supplemcnted, replaced, or otherwise modified from time to time "HSF Program"shall mean Housing Stabilization Fund loan program, established for the purpose of facilitating the creation and preservation of,affordable. housing, under whicti DHCD contracts:to make funds available through MHP and bluer financial intermediaries, for such financial. intermediaries to loan to sponsors of affordable housing,for Low Income and Extremely.Low Income, Families, subject to and in accordance with the provisions of the HSF Statute. "HSF Regulations" shall mean the regulations relating to the HSF Program promulgated by DHCD at 760 Code of Massachusetts Regulations, Section 24.00 'et. seq., as the same may be amended, supplemented, replaced or otherwise rriodified from time to:time. "HSF Statute' shall mean the Massachusetts Housing Stabilization and Investment Truss• Fund Statute; M.G.L. c. UIF, as affected by and by Chapter 119 of the Acts of 2008 (budget line item 7004-0032), as the same may be amended, supplemented, replaced or otherwise modified from time to time. "HUD" shall mean the United States Department of Housing and Urban Development.. "IM r�ements" shall mean the building or buildings on the Property presently containing, Drafter completion of the planned 'construction to contain, the number of Units indicated on the first page Hereof, and all other authorized buildings, structures and improvements located on the Property from time to time, all equipment and fixtures therein, and any authorized repair, improvement, reconstruction, restoration, renovation,:or replacement of a capital nature thereto or otherwise on the Property. ".Individual wlth Intellectual Disabilities°' shall mean an individual DDS determines is eligible to receive services and subsidies provided by DDS "Individual with Mental Illness" shall mean an individual DMH determines is eligible to receive services and subsidies provided by DMH. "Loan" shall mean:collectively, the loans for the Project being provided to. the Gmntor under the Programs. As defined herein Lhe term "Loam"shall not include the CPA Loan. "Loan Documents" shall mean collectively, the documents evidencing and securing.,the Loan. "Low income Family" shall mean a. Family whose Household income is less than or equal to sixty percent (60%) of the Family-size Adjusted AML. "Moderate Inca.me:Family" shall mean a Family whose Household Income is less than or,equal to eighty:percent(80%) of the Family-size Adjusted AMI. "oo INaSsDocs'„�/ AFFOBUABIE IMUSING iEESTE{IGTW111 "NFIT GuideliCies"shall mean any guldelines issued by DHC© with respect to the NFIT Pmgrarn. "NFIT Programo shall mean the Non-Federal.Investment Trust Fund under which DHCp makes loans available to sponsors of certain types of affordable housing. "Over-income Rent" shall mean, for a particular over-income Family, a monthly.rent equal to.the lesser of W.the maximum amount payable by the Family under the. Iavws of the municipality in which the Property is located or of The Commonwealth of Massachusetts, (y) one-twelfth of thirty percent (30%) of the ;Family's Household Income as.recertified annually or (z) the comparable, market rent for the Family's Unit, but in no event lower than the rent such Family was paying prior to becoming an over-income Family. "Permitted Encumbrances shall mean those encumbrances on the Property' identified in the mortgage granted to the Holders of even:or.near date herewith. "Permitted Uses" shall mean use of the Improvements for the number of rental Units indicated on. the first page hereof comprising an Alternative Form of.Housing, Consistent with the HIF Statute,. HIF Regulations and HIF Guidelines, including the number of Restricted Units indicated on the first :page .hereof of which at least twenty=six Units (containing a total of not less than twenty-six bedrooms) shall be reserved for Individuals with- Mental Illness or Individuals with Intellectual Disabilities and shall qualify as FCF Community-based Housing or FCF Supportive Housing consistent. With'the FCF Statute,; FCF Regulations and.. FCF Guidelines. Such Permitted Uses shall include activities and/or services of a nature to benefit the Residents of the Restricted Units and/or to benefit the use of the Improvements as an.Alternative Form of Housing and/or to.benefit use of the Improvements as. FCF Community-based Housing. "Programs" shall mean the NFIT .Program, the AHT Program, the HIF Program, the FCF Program,. the HSF Program, the HOME Program and the CPA Program: "Property"shall mean that certain parcel or parcels of land located at the Property Address indicated on the first page hereof and more particularly described in Exhibit A attached hereto, together with all Improvements thereon. "Registry of Heeds" shall mean the Essex South Registry of Deeds. "Regulation-s" shall mean the HIF Regulations, the FCF Regulations,the HSF Regulations, the HOME Regulations, and the CPA Regulations, "Reside ts"shall mean the lawful occupants.of the Units, "Restricted Unit" shall mean a Unit required by the terms hereof to be rented to an Extremely Low Income. Family or a Unit required by the terms hereof to be reserved as FCF Community-based. Ho,usi ng c "Sponsor" shall mean Harborlight Community Partners Inc. 'SRO Unit" shall mean a single=room(zero bedroorn) Unit intended for occupancy by.a single eligible Resident and;thaL'niay contain partial food preparation and/o:r"sanitary facilities. "statutes" shall mean.the AHT Statute, the HIF Statute, the FCF'Statute, the HSF Statute and the CPA statute. i o0000� MassDaes AFFORDABLE HOUSINS SESTRIDDON, "Studio Unit°.shall mean a single400m (zero. bedroom) Unit that contains a complete kitchen and bathroom, "Unit" shall mean any residential unit located on the Property., "Very shall mean a Family whose Household Income is: less than or egcual ;to fifty percent'(50%) of the Family-size Adjusted AMI,