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Leefort Terrace - 1 and 2 Fort Avenue - Affordable Housing Restriction (PDF) Page 1 of 28,Book:42168 Page:441 �� IIII IIIIIIIIIIIII IIIIII IIIIIIIIIIIIII G IIIII SO.ESSEX #242 Bk:42168 Pg:441 06/14/2024 12:26 GRNT Pg 1/28 000 Q�d M3SSQOCS�.� AFFORDABLE HOUSING RESTRICTION DATE: As of June 13, 2024 GRANTOR: BC Leefort Terrace LLC PROPERTY NAME: Leefort Terrace TOTAL NUMBER OF UNITS: 124 TOTAL NUMBER OF RESTRICTED UNITS:' 124 NUMBER OF HIGH MODERATE INCOME UNITS (100% AMI):z 0 NUMBER OF MODERATE INCOME UNITS (80% AMI): 0 NUMBER OF LOW INCOME UNITS (60% AMI): 99 NUMBER OF VERY LOW INCOME UNITS (50% AMI): 0 NUMBER OF EXTREMELY LOW INCOME UNITS (30% AMI): 25 NUMBER OF HOME ASSISTED UNITS: 11 PROPERTY ADDRESS: 1 & 2 Lee Fort Avenue 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 Beacon Communities, 2 Center Plaza, 6th Floor, Boston, Massachusetts 02108, for the benefit of The Commonwealth of Massachusetts acting by and through the Executive Office of Housing and Livable Communities having a mailing address of 100 Cambridge Street, Suite 300, Boston, Massachusetts 02114-2524 ("EOHLC"); The Commonwealth of Massachusetts, acting by and through the Executive Office of Housing and 'In order to satisfy the affordability requirements of the MHP first mortgage loan at least twenty-five of the total Units shall be Very Low Income Units. Fifty (50) of the total units are formerly public housing units and are subject to the provisions of that certain Development, Regulatory and Operating Agreement among Grantor, the Salem Housing Authority and EOHLC of even date and recorded herewith (the"DR&O"). 2Numbers in parentheses are the percentage of median income for the Area (AMI, as defined below), adjusted for family size, as determined from time to time by HUD (as defined below) pursuant to Section 8 of the United States Housing Act, as amended. Page 2 of 28,Book:42168 Page:442 aaa allo MassDoc AFFORDABLE HOUSING RESTRICTION Livable Communities under the Affordable Housing Trust Fund Statute, M.G.L. c. 121D, by the Massachusetts Housing Finance Agency ("MHFA"), as Administrator, having an address at One Beacon Street, Boston, Massachusetts 02108 (AHT); Massachusetts Housing Finance Agency, having a mailing address of One Beacon Street, Boston, Massachusetts 02108, as agent for The Commonwealth of Massachusetts, acting by and through the Executive Office of Housing and Livable Communities ("MHFA ARPA Lender"); North Shore HOME Consortium, having an address at City Hall, 24 Lowell Street, Peabody, MA 01960 (the "Consortium"); and The City of Salem, having a mailing address of 93 Washington Street, Salem, Massachusetts 01970 (the"City"). The Massachusetts Housing Partnership Fund Board, a Massachusetts public instrumentality and body politic and corporate, having a mailing address of 160 Federal Street, Boston, Massachusetts 02110 ("MHP") is, or is anticipated to be, the first mortgage lender for the Project (as defined below). Upon the closing of the MHP first mortgage loan for the Project, MHP, together with its successors and assigns, in its capacity as first mortgage lender, shall be deemed a Holder of this Restriction. The Grantor acknowledges that, notwithstanding the order of recording, this Restriction is senior to the MHP first mortgage loan, subject to the provisions of Section 17 below. BACKGROUND A. The Grantor holds or will acquire a leasehold interest in the Property and intends to construct a 124-unit rental housing development, consisting of one residential building, at the Property (the "Project"). B. As a condition of the Loan, the CPA and the ARPA programs, 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 Exhibit D 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 62 one-bedroom Units, 38 two- bedroom Units and 24 three-bedroom Units. All 124 of the Restricted Units shall be deemed to be assisted under the CPA Program and shall be affordable for 99 years. Eleven of the 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 the completion of the Project (the "HOME 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 Executive Office of Housing and Livable Communities under the Affordable Housing Trust Fund Statute, M.G.L. c. 121D, by the Massachusetts Housing Finance Agency, as administrator for Page 3 of 28,Book:42168 Page:443 oao oho MOSS00C AFFORDABLE HOUSING RESTRICTION itself and as agent for certain other lenders. Such HOME 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 8 project-based vouchers under the Massachusetts Rental Voucher Program (the "MRVP Contract") and two contracts for a total of 116 project based vouchers under Section 8 of the United States Housing Act of 1937, as amended (the "Section 8 Contracts"). Furthermore, if during the Term the MRVP Contract or one or more of the Section 8 Contracts is not renewed at the end of its term or is terminated or 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 Income Units, as shown on Exhibit C, and shall be further subject to the requirements of the DR&O, with respect to the fifty (50) units at the Property that are former public housing units. The Property also shall include at least six (7) Units accessible to individuals with mobility impairments (consisting of _ Studio Units, 3 one-bedroom Units, 2 two-bedroom Units, 2 three-bedroom units and _ four-bedroom Units) and at least two (3) additional Units accessible to individuals with sensory impairments (consisting of__ Studio Units, 2 one-bedroom Units, 1 two-bedroom Units, _ three-bedroom units and _ four-bedroom Units). 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.F.R. §982.401 or any successor thereto, the accessibility requirements at 24 C.F.R. Part 8 or any successor thereto (which implement Section 504 of the Rehabilitation Act of 1973), and, if applicable, the design and construction requirements of 24 C.F.R. §100.205 or any successor thereto (which implement the Fair Housing Act). 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. 3. 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 Code of 1986, as amended, and any provision herein that conflicts with the requirements of 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. Low Income Units. At least 99 of the Units of the types shown on Exhibit C attached hereto shall be leased exclusively to Low Income Families ("Low Income Units"). With respect to each Low Income Unit designated as a HOME Assisted Unit, the monthly rent charged to a Family occupying such HOME Assisted Unit shall not exceed the lesser of Fair Market Rent or an amount equal to (x) one-twelfth of thirty percent (30%) of sixty-five percent (65%) of the Bedroom Adjusted AMI, minus (y) if applicable, an allowance established by the Holders for any utilities and services (excluding telephone) to be paid by the occupying Family or (z) the comparable market rent for the Family's Unit. With respect to each Low Income Unit that is Page 4 of 28,Book:42168 Page:444 oao ado MassDoc AFFORDABLE HOUSING RESTRICTION not a HOME Assisted Unit, the monthly rent charged to a Family occupying a Low Income Unit shall be one-twelfth of thirty percent (30%) of sixty percent (60%) of the Bedroom Adjusted AMI, minus (y) if applicable, an allowance 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 a Low Income Family at the time of such Family's initial occupancy at the Property and whose Household Income exceeds sixty percent (60%), but does not exceed eighty percent (80%) of the Family-size Adjusted AMI, shall continue to be treated as a Low Income Family and the foregoing maximum rent shall continue to apply to such Family. A Family who resides in a Restricted Unit, who qualified as a Low Income Family at the time of such Family'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. Extremely Low Income Units. At least 25 of the Units of the types shown on Exhibit C attached hereto shall be leased exclusively to Extremely Low Income Families ("Extremely Low Income Units"). The monthly rent charged to a Family occupying an Extremely Low Income Unit shall be one-twelfth of thirty percent (30%) of thirty percent (30%) of the 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 Family. A Family 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 thirty percent (30%), but does not exceed fifty percent (50%) of the Family-size Adjusted AMI, shall continue to be treated as an Extremely Low Income Family but, from and after the expiration of the then-current term of such Family's lease, must pay as monthly rent the Over-income Rent. A Family 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%), of the Family-size Adjusted AMI, shall, from and after the expiration of the then-current term 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) one-twelfth of thirty percent (30%) of sixty percent (60%) of the 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 Family) A Family 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 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. C. 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 Economic Recovery Page 6 of 28,Book:42168 Page:446 mmv m�v Massl)OC AFFORDABLE HOUSING RESTRICTION Act of 2008 (Public Law 110-289) ("HERA"), even if such rents would be above those that would otherwise be permitted under the above provisions. D. MHP First Mortgage Affordability Requirements. In order to satisfy the affordability requirements of the MHP first mortgage loan at least twenty-five of the total Units shall be Very Low Income Units. E. 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 lease 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 Family'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 applicable 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. F. 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 state 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, then the maximum rent (i.e., tenant contribution plus rental subsidy) shall be the rent allowable under the federal or state rental subsidy program. G. Next Available Unit Rule. If at any time fewer than the required number of Units are leased, rented or occupied by Extremely Low Income Families, the next available Units shall all be leased, rented or otherwise made available to Extremely Low Income Families until the required•number of Units occupied by Extremely Low Income Families is again obtained. Subject to the foregoing, available Units shall be leased, rented or otherwise made available to Low Income Families. The foregoing provisions shall 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 (i.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 original mix of Restricted Units described in Section 2 above and as shown on Exhibit C). 4. Rent Schedule. Except as is set forth in Sections 3.A., 3.13., 3.C. and 3.F, projected initial monthly maximum rents including utilities for all Restricted Units shall be as set forth in Exhibit B Page 6 of 28,Book:42168 Page:446 oao eNo MassDoc AFFORDABLE HOUSING RESTRICTION and Exhibit B-1 attached hereto. If permitted maximum rents and utility allowances as reflected in the annual schedule of rents and utility allowances issued by EOHLC increase prior to initial occupancy of the Project, the initial monthly maximum rents and utility allowances shall be as set forth in the latest schedule issued by EOHLC. Notwithstanding the rent restrictions set forth in Section 3 above, the maximum monthly rent permitted to be charged for a 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 higher initial 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 EOHLC. Notwithstanding the foregoing, rent increases shall be subject to the provisions of outstanding leases 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 any increase in the rent payable by such Residents in connection with 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. S. Resident Selection. A. Nondiscrimination. The Grantor shall not discriminate on the basis of race, religious creed, color, sex, age, marital 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 lease, 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 available 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 in a HOME Program tenant-based assistance program because of the status of the prospective tenant as a holder of such certificate, voucher or comparable HOME Program tenant-based assistance document. B. Selection Policies. The Grantor shall adopt and submit to the Holders for approval resident selection policies and criteria for the Restricted Units that: (i) Are consistent with the purpose of providing housing for a Low Income Family or an Extremely Low Income Family, as defined below and required herein; Page 7 of 28,Book:42168 Page:447 aao coo MHSSDOC AFFORDABLE HOUSING RESTRICTION (ii) Are reasonably related to eligibility of prospective tenants under the Programs and to the prospective tenants' ability to perform the obligations of the Grantor's form lease; and (iii) 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 EOHLC's directives reflecting the agreement between EOHLC and HUD in the case of NAACP, Boston Chapter v. Kemp. The approved marketing plan and the approved resident selection policies and criteria shall be adhered to in every respect and any changes thereto shall be subject to the prior written approval of the Holders. The affirmative fair housing marketing plan shall require the Grantor to create a listing for all Restricted Units with the Housing Navigator (www.housingnavigatorma.org), which listing shall be updated and confirmed prior to holding a tenant-selection lottery for the Restricted Units and shall thereafter be updated at least annually or more frequently if appropriate in EOHLC's opinion (e.g. in connection with the re- opening of any waiting list for Restricted Units). The affirmative fair housing marketing plan shall also require the Grantor to notify the Housing Navigator when waiting lists for Restricted Units open and close and whenever there is a Restricted Unit available on a first come, first served basis. The Grantor shall list vacancies in Restricted Units in the MassAccess Housing Registry at http://www.massaccesshousingregistry.org and on the Housing Navigator at http://housingnavigatorma.org. 6. 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 in 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 lawsuit 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. Page 8 of 28,Book:42168 Page:448 aao aMo Massooc AFFORDABLE HOUSING RESTRICTION F. Agreement by the tenant to waive any right 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 is 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 or refuse to renew the lease of an occupant of a Restricted Unit except (i) 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. Transfer 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 direct or indirect interests in the Grantor, without the express written permission of the Holders. 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. Notwithstanding the foregoing: (i) the investor member interest of Grantor held by RBC Community Investments, LLC (the "Investor") may be transferred to an entity in which the Investor or an affiliate of the Investor is the general partner or managing member, provided that the Holders receive notice of such transfer and (ii) the Grantor's investor member may remove and replace the managing member 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 and (iii) any transfer of a direct or indirect interest in Beacon Communities LLC shall not require the express written permission of EOHLC. 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 EOHLC pursuant to EOHLC's then-current fee schedule and shall pay all legal fees incurred by the Holders in connection with such transfer request. 8. Term of Restrictions; Covenants to Run with Land. The term of this Restriction shall be perpetual. 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 Page 9 of 28,Book:42168 Page:449 mmm mom MassDocs AFFORDABLE HOUSING RESTRICTION 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 Exhibit C, as it may have been extended, provided that all obligations under the loan provided by such Program have been satisfied in full at that time, as determined by the appropriate Holder, the Grantor may request 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 shall cooperate to prepare an appropriate amendment to this Restriction, which amendment shall be duly recorded with the Registry of Deeds by the Grantor at its cost and expense. 9. Subsequent Conveyances. Each and every contract, deed or other instrument hereafter executed conveying the Property 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. 10. 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. 11. Reporting Requirements. A. EOHLC Web-Based Report. Annually, no later than September 30, Grantor shall submit to EOHLC, 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 EOHLC regulations at 760 CMR 61.00 promulgated pursuant to Chapter 334 of the Acts of 2006 and all applicable EOHLC directives, guidelines and forms as may be amended from time to time. The Grantor shall collect said data for the express purpose of reporting to EOHLC, and the collection and reporting of said data shall comply with said regulations, directives, guidelines and forms. B. 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 plus utility allowances, if applicable) for all Restricted Units, such rents to be consistent with the schedule of maximum rents published annually by EOHLC. 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: Page 10 of 28,Book:42168 Page:460 oao MassDao AFFORDABLE HOUSING RESTRICTION (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. (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 reside in or occupy the Property within the meaning of the Lead Paint Law 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 all 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 Fair Credit Reporting Act (15 U.S.C. § 1681a(d)(1)) or in any manner that would cause a Holder or Grantor to be considered a "consumer reporting agency" under Section 603(f) of the federal Fair Credit Reporting Act (15 U.S.C. § 1681a(f)). D. Additional Reports. Grantor shall prepare and submit to the 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 (i) copies of all leases of Restricted Units; (ii) all initial and annual income certifications by Residents of Restricted Units and (iii) 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 Reauirements. Additional reporting requirements are stipulated in the Loan Agreement. 12. 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. Page 11 of 28,Book:42168 Page:461 aao ado MassDoes AFFORDABLE HOUSING RESTRICTION 13. Casualty. The Grantor 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 lender(s) 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. 14. Inspection. The Grantor hereby grants to each Holder and its duly 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 any reasonable and appropriate action under the circumstances 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. 15. 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 the Grantor 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 this 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 breach by the Grantor in accordance with the next Section hereof, shall constitute a waiver thereof. Any Holder shall be entitled to recover from 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 waiving 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. 16. 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 Page 12 of 28,Book:42168 Page:462 000 ono MassDoc AFFORDABLE HOUSING RESTRICTION Grantor is not so in compliance, such Holder shall provide such a recordable certification specifying in 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 Holder. 17. Senior Lender Foreclosure. A. Notwithstanding 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 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 lieu 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 attempt to structure a workout or other arrangement to avoid such foreclosure, conveyance in lieu of foreclosure, or similar remedial action, 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. 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 Restricted Units or Restricted Units affordable to Families with higher Household Incomes than those required by this Restriction). "Financially infeasible" shall mean (i) with respect to the operation of the Property, that the rent and other income from the Property is, or is reasonably projected to be, less than the reasonable expenses required (or 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 and owing with respect to its financing of the Property, including without limitation, principal, interest, charges, costs, expenses, late fees and prepayment premiums. Financial infeasibility shall be determined by the senior mortgage holder in 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 shall be terminated and the Grantor agrees to execute any documents required to modify 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-in-fact, 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, (ii) any person with a direct or indirect financial interest in the Grantor, (iii) any person related to a person Page 13 of 28,Book:42168 Page:463 000 aMa MassDoc AFFORDABLE HOUSING RESTRICTION 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 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 mortgage 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 are 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 rights 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 such 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 claim is based upon payment of such excess by such mortgage holder 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 rata 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 permissible by law, the Grantor hereby assigns its interest in such amount to said mortgage holder for payment to the Holders. D. This Restriction is senior to the MHP first mortgage loan, as the same may be amended, modified or restated. MHP may terminate, modify or subordinate this Restriction in accordance with and subject to the requirements set forth in Paragraphs A. through C. above. The Grantor agrees to execute any documents required so to terminate, modify or subordinate this Restriction. The Grantor understands and agrees that, in the event of foreclosure of the MHP first mortgage loan and the exercise by MHP of the Power of Sale therein, the Property will be sold subject to the restrictions imposed hereby, unless MHP exercises its rights to terminate, modify or subordinate this Restriction prior to such sale. The Grantor hereby irrevocably appoints MHP, or any agent designated by MHP, its true and lawful attorney-in-fact, 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. E. Referring specifically to the City's grant of funds under the Community Preservation Act, and the Units restricted in connection therewith as set forth on Exhibit C (the "City Units"), it is Page 14 of 28,Book:42168 Page:464 000 ono Massooc AFFORDABLE HOUSING RESTRICTION hereby agreed that, notwithstanding the provisions of Section 17A to the contrary, the rights and restrictions contained herein shall not lapse with respect to the City Units if the Grantor's interest in the Property is acquired through foreclosure of similar remedial action under the provisions of any mortgage or upon the conveyance of the Grantor's interest in lieu of foreclosure (including the senior mortgage), without regard to whether it is financially infeasible to maintain the level of affordability required the City as set forth on Exhibit C, it being the intent that said rights and restrictions required by the City shall remain in effect in perpetuity or the longest time permitted by law, which shall be no less than the Affordability Term. 18. Notices. Except for any notice required under applicable law to be given in a different manner, any notice, request or other communication which any party hereto may be 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 confirmed, 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: RBC Community Investments, LLC, 600 Superior Avenue, Suite 2300, Cleveland, Ohio 44114, Attention: President and General Counsel, with a copy to Applegate & Thorne-Thomsen, P.C., 425 S. Financial Place, Suite 1900, Chicago, Illinois 60605, Attention: Bennett P. Applegate. 19. Successors and Assigns; No Third-Party Beneficiaries. 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 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 capable 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. Notwithstanding the delegation of authority by EOHLC to the Administrator for the Administrator to act as a Holder hereunder, to MHFA for MHFA to act as a Holder hereunder and EOHLC shall also be a Holder hereunder and may act at any time in its own name to pursue any rights and remedies of a Holder hereunder; provided that as to the Grantor or any third party, any recorded instrument granting any approval or consent or otherwise affecting the Property under the AHT Program is duly executed by either Administrator or EOHLC and any recorded instrument granting any approval or consent or otherwise affecting the Property under the AHTF Program is duly executed by either MHFA or EOHLC and any recorded instrument granting any approval or consent or otherwise affecting the Property under the ARPA Program or the CPA Program is duly executed by either the City or EOHLC, shall be binding on the other for all purposes. Page 16 of 28,Book:42168 Page:466 aaa ova MassDoc AFFORDABLE HOUSING RESTRICTION 20. Severability; Construction. All rights, powers and remedies provided herein may be exercised only to the extent that exercise thereof does not violate 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 holding, 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 if 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. 21. Governing Law. This Restriction shall be governed by the laws of The Commonwealth of Massachusetts. 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, EOHLC, 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. 22. 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-recorded), 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. 23. 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 be 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. 24. Counterparts. This Restriction may be executed in several counterparts, each of which when executed and delivered 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 Page 16 of 28,Book:42168 Page:466 oim MaSSOocs,,.fr AFFORDABLE HOUSING RESTRICTION for more than one such counterpart executed by the party against whom enforcement of this Restriction is sought. 25. Incorporation of Exhibits and Riders. Any and all exhibits and riders attached hereto or otherwise referenced herein are hereby incorporated by reference, the same as if each were fully set forth herein. 26. Amendment; Waiver; Consents. This Restriction may not be amended, nor may any obligation hereunder be waived or released, without first obtaining the written signature of The Commonwealth of Massachusetts, acting by and through the Executive Office of Housing and Livable Communities under the Affordable Housing Trust Fund Statute, M.G.L. c. 121D, by the Massachusetts Housing Finance Agency, as administrator as agent for all Holders. Any consent or approval by the Holders of this Restriction shall be communicated by The Commonwealth of Massachusetts, acting by and through the Executive Office of Housing and Livable Communities under the Affordable Housing Trust Fund Statute, M.G.L. c. 121D, by the Massachusetts Housing Finance Agency, as administrator as agent for all Holders. 27. Ground Lessor Assent. The Grantor is the tenant under a Ground Lease of the Property from Salem Housing Authority (the "Ground Lessor") as landlord and fee owner, dated on or about the date hereof, notice of which is recorded herewith. The Ground Lessor hereby joins in the grant of this Restriction and agrees, for itself and its successors and assigns, to be bound by all of the terms and conditions hereof for the term of this Restriction, whether or not said Ground Lease is terminated for any reason, to the same extent as if the Ground Lessor were the named Grantor hereunder. [SIGNATURES ON NEXT PAGE] Page 17 of 28,Book:42168 Page:467 0�6 MaSSDOcs,,,l,!/ AFFORDABLE HOUSING RESTRICTION No documentary stamps are required as this Restriction is not being purchased by the Holders. Executed under seal as of the date set forth above. BC LEEFORT TERRACE LLC By: LEEFORT TERRACE MM LLC, its Managing Member By: BEACON COMMUNITIES CORP., its Managing Member jD- By: Name: Dara Kovel Its: Chief Executive Officer COMMONWEALTH OF MASSACHUSETTS Suffolk County, ss. SI On this day of t 2024, before me, the undersigned notary public, personally appeared Dara Kovel, 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 Chief Executive Officer of Beacon Communities Corp., the managing member of Leefort Terrace MM LLC, the managing member of BC Leefort Terrace LLC, a Massachusetts limited liability company, for its stated purpose as the voluntary act of BC Leefort Terrace LLC. I),.0 . S. Notary Public My commission expires: ��`� �NNS o S', ,.oe42.14-2p29q�,7 VIENNA:14.2029 KIM Notary lic = COMMONWEALTH OSACHUSETTS co 04 My Commissxpires �MaNW�P����y,: December �SSac,uSE• �G \��` Pug;\\��� Page 18 of 28,Book:42168 Page:468 000 c�a MassDoc AFFORDABLE HOUSING RESTRICTION The undersigned Ground Lessor hereby joins in the grant of the foregoing Restriction. SALEM HOUSING AUTHORITY BY: dz Name: Cathy Hoog Title: Contract Off sr COMMONWEALTH OF MASSACHUSETTS Essex County, ss. On this c4n�A day of N 2024, before me, the undersigned notary public, personally appeared Cathyhoiffog�l 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 Contract Officer of Salem Housing Authority, for its stated purpose as the voluntary act of Salem ,,�qrr rlrrrrry,�� Housing Authority. �.•`'� N►, C,q �•,,� .� �BER %;O .7N Notary Public z Z a � 0t9 G.:: My commission expires: �- ( - o a y �'� O'Li, ORy P►J, '��RSSgCHE %E ,, 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 \ Home Assisted Units EXHIBIT C Initial Affordability Matrix EXHIBIT C-1 Post-HAP Affordability Matrix EXHIBIT D Additional Definitions Page 19 of 28,Book:42168 Page:469 000 oh Massfto AFFORDABLE HOUSING RESTRICTION EXHIBIT A PROPERTY DESCRIPTION Legal Description 1 &2 Lee Fort Terrace, Salem,Massachusetts Parcel 1. The land in Salem,Essex County,Massachusetts, situated on Lee Fort Terrace, and being shown as "Proposed Lease Area. Area=141,451 Sq.ft./3.247 acres"on a plan entitled, ""Lease Area Plan 1 &2 Lee Fort Terrace, Salem,Mass.," dated August 14,2023"prepared by Feldman Geospatial,and recorded herewith with the Essex South District Registry of Deeds,to which plan reference is hereby made for a more particular description. BEGINNING A POINT ON THE SOUTHEASTERLY SIDELINE OF SZETELA LANE, SAID POINT BEING S 48048'08" W,A DISTANCE OF 138.21 FEET FROM THE WESTERLY END OF A CURVE FORMING THE INTERSECTION OF SAID SOUTHEASTERLY SIDELINE OF SZETELA LANE AND THE SOUTHWESTERLY SIDELINE OF LEE FORT TERRACE.THENCE; RUNNING N 48048'08" E,A DISTANCE OF 168.46 FEET TO A POINT; THENCE TURNING AND RUNNING N 56034'14"E,A DISTANCE OF 144.77 FEET TO A POINT OF CURVATURE; THENCE RUNNING ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 775.00 FEET,AN ARC LENGTH OF 17.48 FEET,A DELTA ANGLE OF 101732",A CHORD BEARING OF N 570 l 3'00" E AND A CHORD DISTANCE OF 17.48 FEET, TO A POINT OF NON-TANGENCY; THE PREVIOUS THREE COURSES BEING BY SAID SZETELA LANE; THENCE TURNING AND RUNNING S 20058'56"E,BY LAND NOW OR FORMERLY OF THE CITY OF SALEM,A DISTANCE OF 496.51 FEET TO A POINT; THENCE TURNING AND.RUNNING S 00018'35" W,BY SAID LAND NOW OR FORMERLY OF THE CITY OF SALEM,A DISTANCE OF 44.50 FEET TO A POINT; THENCE TURNING AND RUNNING S 85030'49" W,BY OTHER LAND NOW OR FORMERLY OF THE CITY OF SALEM,A DISTANCE OF 74.76 FEET TO A POINT; THENCE TURNING AND RUNNING S 03001'40" W, BY SAID LAND NOW OR FORMERLY OF THE CITY OF SALEM, A DISTANCE OF 29.51 FEET TO A POINT OF NON-TANGENCY; THENCE TURNING AND RUNNING ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 25.00 FEET,AN ARC LENGTH OF 4.03 FEET, A DELTA ANGLE OF 9°14'l 3",A CHORD BEARING OF N 71°38'07"W AND A CHORD DISTANCE OF 4.03 FEET, TO A POINT OF TANGENCY; THENCE TURNING AND RUNNING N 76015'14" W, BY LAND NOW OR FORMERLY OF LESLEY NICCOLINI,A DISTANCE OF 47.97 FEET TO A POINT; THENCE TURNING AND RUNNING S 04051'54" W, BY LAND NOW OR FORMERLY OF LESLEY NICCOLINI,A DISTANCE OF 9.93 FEET TO A POINT; Page 20 of 28,Book:42168 Page:460 000 oNo MassOoc AFFORDABLE HOUSING RESTRICTION THENCE TURNING AND RUNNING N 72°21'22" W,BY LAND NOW OR FORMERLY OF THE CITY OF SALEM,A DISTANCE OF 69.56 FEET TO A POINT; THENCE TURNING AND RUNNING N 84°57'35" W,BY LAND NOW OR FORMERLY OF THE CITY OF SALEM,A DISTANCE OF 89.81 FEET TO A POINT; THENCE TURNING AND RUNNING N 00°04'l9"E,BY LAND NOW OR FORMERLY OF JAMES BUSSONE,A DISTANCE OF 51.40 FEET TO A POINT; THENCE TURNING AND RUNNING S 89°43'32"W,BY LAND NOW OR FORMERLY OF JAMES BUSSONE,A DISTANCE OF 66.40 FEET TO A POINT; THENCE TURNING AND RUNNING N 00004'19"E,A DISTANCE OF 49.83 FEET TO A POINT; THENCE TURNING AND RUNNING S 86°39'23"W,A DISTANCE OF 10.04 FEET TO A POINT; THENCE TURNING AND RUNNING N 2005 F05"W,A DISTANCE OF 225.95 FEET TO THE POINT OF BEGINNING. THE PREVIOUS THREE COURSES BEING BY LAND NOW OR FORMERLY OF THE CITY OF SALEM. SAID PARCEL CONTAINS AN AREA OF 141,151 SQUARE FEET, OR 3.247 ACRES. Parcel 2: Together with an easement for access and egress to and from Fort Avenue, including an easement to install utilities, in common with others entitled thereto,over a parcel of land(the"Access Parcel") that was taken in fee simple by-the City of Salem by Taking dated June 27, 1957 and recorded in Book 4382, Page 166. Parcel 3: Together with the benefit of a License Agreement by and between the City of Salem, as Licensor, and BC Leefort Terrace LLC, dated June H,2024, and recorded herewith. Page 21 of 28,Book:42168 Page:461 I MassDocs'„� AFFORDABLE HOUSING RESTHIOTIOH EXHIBIT B : PROJECTED INITIAL RENT SCHEDULE FOR UNITS OTHER THAN HOME ASSISTED UNITS (Rents assume that the Grantor pays all utilities. An allowance for any utilities paid by tenants must be deducted from these rents. Utility allowances are to be established by the Holders using the HUD guidance pursuant to 24 CFR 92.252(d).) INCOME LEVEL EXTREMELY LOW VERY MODERATE INCOME HIGH MODERATE UNIT INCOME LOW INCOME LOW INCOME INCOME TYPE SRO $778.00 $1,298.00 $1,558.00 $2,073.00 $2,857.00 STUDI $778.00 $1,298.00 $1,558.00 $2,073.00 $2,857.00 OS 1-BR $834.00 $1,391.00 $1,670.00 $2,221.00 $3,062.00 2-13R $1,001.00 $1,670.00 $2,004.00 $2,666.00 $3,674.00 3-13R $1,157.00 $1,929.00 $2,315.00 $3,080.00 $4,244.00 4-13R $1,291.00 $2,152.00 $2,583.00 $3,436.00 $4,735.00 STAMP ADDED M . 'ls A Y URED IY®U/'lirf E ST6'glMP AD hDl�/��/J((((��Y([���49 Page 22 of 28,Book:42168 Page:462 M2ss0oc� AFFORDABLE HOUSING RESTRICTION EXHIBIT B-1: PROJECTED INITIAL RENT SCHEDULE FOR HOME ASSISTED UNITS (Rents assume that the Grantor pays all utilities. An allowance for any utilities paid by tenants must be deducted from these rents. Utility allowances are available from the local housing authority.) For Studios without both a kitchen and bathroom (i.e. an SRO), the rent will be 75%of the Fair Market Rent for a Studio. INCOME LEVEL VERY UNIT TYPE LOW INCOME LOW INCOME STUDIOS $1,298.00 $1,664.00 1-BR $1,391.00 $1,784.00 2-1311 $1,670.00 $2,143.00 3-BR $1,929.00 $2,467.00 4-1311 $2,152.00 $2,733.00 37AMP GADDED TO CARE MADE °Alf' Y URE OMAGE Page 23 of 28,Book:42168 Page:463 ;o MassOac t—,v AFFORDABLE HOUSING RESTRICTION EXHIBIT C: INITIAL AFFORDABILITY MATRIX -- NOTE THAT IN ORDER TO SATISFY THE AFFORDABILITY REQUIREMENTS OF THE MHP FIRST MORTGAGE LOAN AT LEAST TWENTY-FIVE OF THE TOTAL UNITS SHALL BE VERY LOW INCOME UNITS. INCOME CATEGORY NUMBER/SIZE OF HIGH MODERATE MODERATE INCOME LOW INCOME VERY LOW INCOME EXTREMELY LOW 30 AMI) UNITS REQUIRED BY TERM INCOME(100%AMI) (80%AMI) (60%AMI) (50%AMI) (INCOME _SRO _SRO _SRO _SRO _SRO —Studio —Studio _Studio —Studio _Studio AHT 50 years —1-BR —1-BR 50 1-1311 —1-BR 12 1-BR 2-BR 2-BR 30 2-1311 2-BR 8 2-BR _3-1311 _3-BR 19 3-BR 3-BR 5 3-1311 —4-13R —4-13R —4-13R 4-BR —4-BR _SRO _SRO _SRO _SRO _SRO Studio _Studio Studio —Studio _Studio MHFA ARPA 50 years —1-BR —1-1311 50 1-1311 —1-1311 12 1-BR _2-BR 2-BR 30 2-1311 2-BR 8 2-1311 _3-BR _3-BR 19 3-1311 _3-1311 5 3-BR —4-BR —4-BR —4-BR —4-1311 —4-BR _SRO _SRO _SRO _SRO _SRO —Studio —Studio —Studio —Studio _Studio NORTH SHORE 1-BR 1-BR 1-BR 1-BR 5 1-BR CONSORTIUM HOME 20 years _—2-1311 _2-1311 _2-BR _2-BR 4 2-BR _3-1311 _3-BR _3-1311 _3-BR 2 3-BR —4-BR —4-1311 —4-1311 —4-BR —4-BR _SRO _SRO SRO _SRO _SRO —Studio —Studio _Studio —Studio Studio SALEM ARPA 20 years —1-BR —1-1311 62 1-1311 —1-BR —1-BR _2-1311 2-13R 38 2-BR 2-1311 2-BR _3-BR _3-1311 24 3-BR _3-1311 _3-1311 —4-1311 —4-BR —4-1311 —4-13R —4-BR _SRO _SRO SRO SRO SRO _ Studio —Studio _Studio —Studio —Studio SALEM CPA Perpetual —1-BR —1-BR 62 1-1311 1-BR —1-1311 _2-BR 2-13R 38 2-BR 2-1311 2-BR _3-BR _3-1311 24 3-1311 _3-BR _3-BR —4-BR —4-BR —4-1311 _4-1311 4-1311 COMPOSITE SRO SRO SRO SRO SRO STUDIO STUDIO STUDIO STUDIO STUDIO Page 24 of 28,Book:42168 Page:464 MassQoc� AFFOROAREEHOUSING RESTRICTION 1-BR 1-BR 50 1-BR 1-1311 12 1-1311 2-13R 2-1311 30 2-1311 2-1311 8 2-BR 3-1311 3-1311 19 3-1311 3-1311 5 3-1311 4-1311 4-1311 4-13R 4-1311 4-1311 NOTE: As set forth in Section 2,the Property must include at least six(7) Units accessible to individuals with mobility impairments(consisting of Studio Units, 3 one-bedroom Units,2 two-bedroom Units, 2 three-bedroom units and_four-bedroom Units)and at least two (3)additional Units accessible to individuals with sensory impairments(consisting of_Studio Units,2 one-bedroom Units, 1 two-bedroom Units,_three-bedroom units and_four-bedroom Units). U Y UR M E SMAMP"A00E0TO Page 26 of 28,Book:42168 Page:466 000 eNo MassDoc AFFORDABLE HOUSIHG RESTRICTION EXHIBIT D: ADDITIONAL DEFINITIONS Following are additional definitions used in this Affordable Housing Restriction: Administrator: shall mean Massachusetts Housing Finance Agency, a body politic and corporate and a public instrumentality of The Commonwealth of Massachusetts, or its successors and assigns as applicable. "AHT Guidelines" shall mean the guidelines issued by EOHLC regarding the AHT Program, as the same may be amended, supplemented, replaced or otherwise modified from time to time. "AHT Program" shall mean the Affordable Housing Trust Fund loan program established under the AHT Statute under which AHT makes loans available to sponsors of affordable housing for Low Income and Extremely Low Income Families. "AHT Statute" shall mean the Massachusetts Affordable Trust Fund Statute, M.G.L. c.121D. "Area" shall mean Boston-Cambridge-Quincy, MA-NH HMFA. "ARPA-City Program" shall mean American Recovery Plan Act loan program, under which the City makes loans to sponsors of certain types of affordable housing, subject to and in accordance with the provisions of the ARPA Statute. "ARPA-MHFA Program" shall mean American Recovery Plan Act loan program, under with EOHLC contracts to make funds available through MHFA and other intermediaries, for such financial intermediaries to loan to sponsors of certain types of affordable housing, subject to and in accordance with the provisions of the ARPA Statute. "ARPA Regulations" shall mean the regulations relating to the ARPA Program issued by the United States Department of the Treasury at 31CFR Part 35 in effect as of January 27, 2022, as the same may be amended, supplemented, replaced or otherwise modified from time to time. "ARPA Statute" shall mean Sections 602 and 603 of the Social Security Act as added by Section 9901 of the American Rescue Plan Act of 2021, as allocated in the Commonwealth of Massachusetts by Section 2A of Chapter 102 of the Acts of 2021 (line item 1599-2022), as each may be amended, supplemented, replaced or otherwise modified from time to time. "Bedroom Adjusted 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 North Shore HOME Consortium. Page 26 of 28,Book:42168 Page:466 OOI Mass4oc AFFORDABLE HOUSING RESTRICTION "CPA Guidelines" shall mean the ordinance of the Salem accepting the provisions of Sections 3 through 7 of the CPA Statute, together with any guidelines issued by the City and the City 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 loan program established by the City under the CPA Statute under which the City makes loans available to sponsors of certain types of affordable housing and for other 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 informational Guidance Release 01-207 (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 the Commissioner of Revenue of The Commonwealth of Massachusetts, as the same may be amended, supplemented, replaced or otherwise modified from time to time. "DR&O" shall mean the Disposition, Regulatory, and Operating Agreement dated as of the date hereof among the Grantor, the Salem Housing Authority, and the Executive Office of Housing and Livable Communities. "Extremely Low Income Family" shall mean a Family whose Household Income is less than or equal to thirty percent (30%) of the Family-size Adjusted AMI. "Fair Market Rent" shall mean the fair market rent in the Area for a comparably-sized dwelling as established by HUD under regulations promulgated at 24 C.F.R. §888.11 (or successor regulations), minus a monthly allowance established by the Holders for any utilities and services (excluding telephone) to be paid by the occupying Family. "Family" 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 low-income housing tax credit program pursuant to Section 42(i)(3)(D) of the Internal Revenue Code of 1986, as amended. "Family-size Adiusted AMI" 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 States Housing Act of 1937, as amended. "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. "Guidelines" shall mean the AHT Guidelines and the CPA Guidelines. "High Moderate Income Family" shall mean a Family whose Household Income is less than or equal to one-hundred percent (100%) of the Family-size Adjusted AMI. Page 27 of 28,Book:42168 Page:467 ado MassDocs.,l�' AFFORDABLE HOUSING RESTRICTION "Holder" shall mean each of EOHLC, AHT, HSITF, the Consortium and the City, 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 EOHLC regarding the HOME Program, as the same may be amended, supplemented, replaced or otherwise modified from time to time. "HOME Program" shall mean the federal HOME Investment Partnerships Program under which the Consortium makes loans available to sponsors of certain types of affordable housing. "HOME Regulations" 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). "HUD" shall mean the United States Department of Housing and Urban Development. "Improvements" shall mean the building or buildings on the Property presently containing, or after 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. "Loan" shall mean the loan for the Project being provided to the Grantor under the Programs. "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 AMI. "Moderate Income Family" shall mean a Family whose Household Income is less than or equal to eighty percent (80%) of the Family-size Adjusted AMI. "Over-income Rent" shall mean, for a particular over-income Family, a monthly rent equal to 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) 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, including the number of Restricted Units indicated on the first page hereof. Such Permitted Uses shall include activities and/or services of a nature to benefit the Residents of the Restricted Units. "Programs" shall mean the AHT Program, the HOME Program, ARPA-City Program, the ARPA-MHFA Program and the CPA Program. Page 28 of 28,Book:42168 Page:468 aoe oho massDDC AFFORDABLE HOUSING RESTRICTION "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 Deeds" shall mean the Essex South Registry of Deeds. "Regulations" shall mean the HOME Regulations and ARPA Regulations. "Residents" shall mean the lawful occupants of the Units. "Restricted Unit" shall mean a Unit required by the terms hereof to be rented to a Low Income Family or an Extremely Low Income Family. "Section 8 Program" shall mean rental assistance provided under Section 8 of the United States Housing At of 1937, as amended. "SRO Unit" shall mean a single-room (zero bedroom) Unit intended for occupancy by a single eligible Resident and that may contain partial food preparation and/or sanitary facilities. "Statutes" shall mean the AHT Statute, the HOME Statute, the ARPA Statute and the CPA Statute. "Studio Unit" shall mean a single-room (zero bedroom) Unit that contains a complete kitchen and bathroom. "Unit" shall mean any residential unit located on the Property. "Very Low Income Family" shall mean a Family whose Household Income is less than or equal to fifty percent (50%) of the Family-size Adjusted AMI.