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AFFORDABLE HOUSING RESTRICTION_THE EXCHANGE_252 BRIDGE STREET_UNIT A
II II II Ill I Ill I IIIII IIIIIIII Ill 1111 11111111 1 111 SO.ESSEX#262 Bk:43619 Pg:11109/09/2026 12:36 PM GRNT Pg 1/39 �� Mass Docs� AFFORDABLE HOUSING RESTRICTION DATE: As of September 2, 2026 GRANTOR: PROPERTY NAME: TOTAL NUMBER OF UNITS: TOTAL NUMBER OF RESTRICTED UNITS: Exchange Salem Four Limited Partnership Salem Exchange -4% 79 79 NUMBER OF HIGH MODERATE INCOME UNITS (110% AMI):1 ·;w NUMBER OF MODERATE INCOME UNITS (80% AMI): 0 NUMBER OF LOW INCOME UNITS (60% AMI): 48 NUMBER OF VERY LOW INCOME UNITS (50% AMI): 0 NUMBER OF EXTREMELY LOW INCOME UNITS (30% AMI): 11 NUMBER OF HOME ASSISTED UNITS: 8 PROPERTY ADDRESS: Unit A of The Exchange Condominium 252 Bridge Street Salem, Massachusetts AFFORDABILITY TERM: 100 years and 8 months (subject to extension for any extension of the construction period and/or extension of one or more of the Loans to which this Restriction relates, as set forth below) This Affordable Housing Restriction (this "Restriction") is granted by the undersigned Grantor, a Massachusetts limited partnership having a mailing address of c/o WinnCom panies, One Washington Mall, Suite 500, 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"); Numbers 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. © 2006 Massachusetts Housing PannershiP 004-1504 Salem Exchange 4% -Affordable Housing Restriction v4 1 AFFORDABLE HOUSING RESTRICTION © 2006 Massachusetts Housing Partnership 2 004-1504 Salem Exchange 4% - Affordable Housing Restriction v4 Massachusetts Housing Partnership Fund Board (“MHP”), as agent for The Commonwealth of Massachusetts, acting by and through the Executive Office of Housing and Livable Communities under the Transit Oriented Development Program, with an office at 160 Federal Street, 2nd Floor, Boston, Massachusetts 02110 ("TOD"); 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 ("MHFA"), as Administrator, having an address at One Beacon Street, Boston, Massachusetts 02108 ("AHT"); Community Economic Development Assistance Corporation, a body politic and corporate, duly organized and existing in accordance with Chapter 40H of the Massachusetts General Laws with an office at 18 Tremont Street, Suite 500, Boston, Massachusetts 02108 ("CEDAC"); 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 Executive Office of Housing and Livable Communities under the Housing Stabilization and Investment Trust Fund Statute, M.G.L. c. 121F ("HSITF"); the North Shore HOME Consortium, having an address at Department of Planning and Community Development, 24 Lowell Street, Peabody, MA 01960 (the "NSHC HOME"); the North Shore HOME Consortium acting by and through the City of Salem, having an address at Department of Planning and Community Development, 98 Washington Street, Salem, Massachusetts 01970 ("City HOME"); the City of Salem, through its Community Preservation Act Committee, having an address at 98 Washington Street, Salem, Massachusetts 01970 (the “City CPA”); 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 (“DMH”); and 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 500 Harrison Avenue, Boston, Massachusetts 02118 (“DDS”). BACKGROUND A. The Grantor holds or will acquire legal title to the Property and intends to construct a 79- unit rental housing development, consisting of one residential building, at the Property (the "Project"). B. As a condition of the Loan, 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 16 Studio Units, 40 one-bedroom AFFORDABLE HOUSING RESTRICTION © 2006 Massachusetts Housing Partnership 3 004-1504 Salem Exchange 4% - Affordable Housing Restriction v4 Units and 23 two-bedroom Units. Twelve of the Restricted Units shall be deemed to be assisted under the CPA Program and shall be affordable for 99 years. Eight 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 Massachusetts Housing Partnership Fund Board, as agent for The Commonwealth of Massachusetts, acting by and through the Executive Office of Housing and Livable Communities under the Housing Stabilization and Investment Trust Fund Statute, M.G.L. c. 121F for 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 3 project-based vouchers under Section 8 of the United States Housing Act of 1937, as amended (the “Section 8 Contract”) and 8 project- based voucher under the Massachusetts Rental Voucher Program (the “MRVP Contract” and together with the Section 8 Contract, the “Rental Subsidy Contracts”). If during the HOME Term, either Rental Subsidy Contract 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 Holders who have required such Extremely Low Income Units, as shown on Exhibit C. The Property also shall include at least four (4) Units accessible to individuals with mobility impairments (consisting of 1 Studio Unit and 3 one-bedroom Units) and at least three (3) additional Units accessible to individuals with sensory impairments (consisting of 1 one-bedroom Unit and 2 two-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. High Moderate Income Units. At least 20 of the Units of the types shown on Exhibit C attached hereto shall be leased exclusively to High Moderate Income Families ("High Moderate Income Units"). The monthly rent charged to a Family occupying a High AFFORDABLE HOUSING RESTRICTION © 2006 Massachusetts Housing Partnership 4 004-1504 Salem Exchange 4% - Affordable Housing Restriction v4 Moderate Income Unit shall be one-twelfth of thirty percent (30%) of one-hundred ten percent (110%) 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 a High Moderate Income Family at the time of such Family's initial occupancy at the Property and whose Household Income exceeds one-hundred ten percent (110%) 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. Low Income Units. At least 48 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, if the Family occupying such HOME Assisted Unit is participating in a program where the Family pays as a contribution toward rent no more than thirty percent (30%) of the Family’s Monthly Adjusted Income or ten percent (10%) of the Family’s Monthly Income, then the maximum rent due from the Family is the Family’s contribution. Otherwise, he 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 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. C. Extremely Low Income Units. At least 11 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 AFFORDABLE HOUSING RESTRICTION © 2006 Massachusetts Housing Partnership 5 004-1504 Salem Exchange 4% - Affordable Housing Restriction v4 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. D. 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 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. 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, the HOME Program rent limits do not apply to any rental assistance or subsidy payment provided under a federal, state or local rental assistance or subsidy program. AFFORDABLE HOUSING RESTRICTION © 2006 Massachusetts Housing Partnership 6 004-1504 Salem Exchange 4% - Affordable Housing Restriction v4 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, if at any time fewer than the required number of Units are leased, rented or occupied by Low Income Families, the next available Units shall all be leased, rented or otherwise made available to Low Income Families until the required number of Units occupied by Low Income Families is again obtained. Subject to the foregoing, available Units shall be leased, rented or otherwise made available to High Moderate 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). H. FCF Eligible Residents. If at any time fewer than four (04) Units at the Property (the “FCF Units”) are leased, 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 required number of Units occupied by FCF Eligible Residents is again obtained. If at any time DMH or DDS is no longer able or willing to refer DMH or DDS clients 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 for a 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-FCF Eligible Resident, and if neither DMH, DDS nor CEDAC 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. Rent Schedule. Except as is set forth in Sections 3.B., 3.C., 3.D. and 3.F, projected initial monthly maximum rents including utilities for all Restricted Units shall be as set forth in Exhibit B 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 AFFORDABLE HOUSING RESTRICTION © 2006 Massachusetts Housing Partnership 7 004-1504 Salem Exchange 4% - Affordable Housing Restriction v4 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. 5. 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 High Moderate Income Family, a Low Income Family or an Extremely Low Income Family, as defined below and required herein; (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 AFFORDABLE HOUSING RESTRICTION © 2006 Massachusetts Housing Partnership 8 004-1504 Salem Exchange 4% - Affordable Housing Restriction v4 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. C. FCF 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 consistent with the then applicable FCF Regulations and FCF Guidelines, the foregoing provisions of this Section 5 shall be waived to the extent inconsistent with said DMH or DDS resident selection policies and FCF Regulations and Guidelines. 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. 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. AFFORDABLE HOUSING RESTRICTION © 2006 Massachusetts Housing Partnership 9 004-1504 Salem Exchange 4% - Affordable Housing Restriction v4 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 limited partner 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 below, and to such further terms and conditions with respect thereto as may be set forth in the HSF Statute, the HSF Regulations, the HSF Guidelines, the FCF Statute, the FCF Regulations, and the FCF Guidelines. Upon request by the Grantor, EOHLC shall sign a certificate, in form and substance reasonably acceptable to EOHLC, stating whether, as of a specified date, any Purchase Option or First Refusal Right in favor of EOHLC 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 EOHLC or its assignee shall be consummated unless and until (i) the period for the exercise of all Purchase Options and/or First Refusal Rights, as applicable, shall have expired without EOHLC’s exercise of rights thereunder or (ii) EOHLC shall have unconditionally waived its rights thereunder in writing. Notwithstanding the foregoing: (i) the limited partner interest of Grantor held by Bank of America, N.A. (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 limited partner may remove and replace the general partner of the Grantor in accordance with the provisions of the Grantor's partnership 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 EOHLC AFFORDABLE HOUSING RESTRICTION © 2006 Massachusetts Housing Partnership 10 004-1504 Salem Exchange 4% - Affordable Housing Restriction v4 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. HSF Purchase Option. A. Upon the expiration of the Affordability Term (as defined in Section 12 below), EOHLC 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 the time of such purchase, of all principal, interest and any other charges payable under the HSF Loan, and any and all other outstanding obligations of the Grantor with respect thereto (the "HSF Purchase Option"), by delivering written notice to the Grantor of its election to exercise the HSF Purchase Option by or before the date that is one hundred twenty (120) days after the expiration of the Affordability Term (the "Option Exercise Deadline"). If EOHLC shall have failed to deliver such written notice of its election to exercise the HSF Purchase Option to the Grantor by the Option Exercise Deadline, EOHLC shall be deemed to have unconditionally waived the HSF Purchase Option, and the HSF Purchase Option shall automatically terminate, and shall have no further force or effect. B. EOHLC shall have the right at any time to assign its rights under this Purchase Option to a qualified developer selected by EOHLC in accordance with the HSF Statute and HSF Regulations, and effective as of any such assignment, all rights and obligations of EOHLC with respect to such Purchase Option shall automatically be deemed to apply to such assignee, and all references to "EOHLC" in this Section shall automatically be deemed to refer to such assignee (except to the extent a provision explicitly provides otherwise). C. Promptly upon request by EOHLC at any time or from time to time, either before the Option Exercise Deadline or after EOHLC’s exercise of the HSF Purchase Option, the Grantor shall provide EOHLC with a copy of, or otherwise make available for EOHLC’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 materials relating to the Property and/or any encumbrance(s) subject to which the Property is to be conveyed, or otherwise reasonably necessary or appropriate for EOHLC to review in connection with its exercise of the HSF Purchase Option. D. The appraised value of the Property shall be determined at EOHLC’s request by the method specified in the HSF Statute (as may be more fully described in the HSF Regulations) and in accordance with EOHLC policies, and the costs of the appraisers shall be shared equally by EOHLC and the Grantor (unless the HSF Regulations provide otherwise). Notwithstanding anything to the contrary contained in this Restriction, the Grantor shall not be required to use its own funds 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. AFFORDABLE HOUSING RESTRICTION © 2006 Massachusetts Housing Partnership 11 004-1504 Salem Exchange 4% - Affordable Housing Restriction v4 E. The closing for the sale of the Property to EOHLC shall take place in accordance with applicable provisions of the 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 expiration of the Affordability Term), by the close of the business day, at the Registry of Deeds; provided, however, that if EOHLC reasonably determines additional time is necessary to effect the closing due to delays of the Grantor in providing EOHLC 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 to a date reasonably determined by EOHLC as necessary to redress the delays caused by the Grantor, which shall be specified in a written notice from EOHLC 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. The transfer to EOHLC pursuant to the HSF Purchase Option shall be subject to such other requirements as may be more fully described in the HSF Regulations consistent with the 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 HSF Statute; provided, however, that the HSF 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 HSF Purchase Option, EOHLC determines, in its sole discretion, that it is not in the best interests of EOHLC to effect the purchase, EOHLC may terminate the HSF 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 EOHLC only and not to any assignee. G. Concurrently with its acquisition of the Property, EOHLC shall cause to be recorded with the Registry of Deeds an affordable housing restriction, in compliance with the HSF Statute and any other applicable statutory requirements for the same (and, in the case of an assignee, in form acceptable to EOHLC, in its discretion), which shall require that the 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 fifty (50) years. 9. FCF Purchase Option. A. After the thirtieth anniversary of the date hereof, EOHLC 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 Loan, and any and all other outstanding obligations of the Grantor with respect thereto (the "FCF Purchase Option"), by delivering to the Grantor and recording with the Registry of Deeds AFFORDABLE HOUSING RESTRICTION © 2006 Massachusetts Housing Partnership 12 004-1504 Salem Exchange 4% - Affordable Housing Restriction v4 written notice of its election to exercise the FCF Purchase Option by or before the date that is one hundred twenty (120) days after the expiration of the thirtieth anniversary of the date hereof (the "Option Exercise Deadline"). If EOHLC shall have failed to deliver such written notice of its election to exercise the FCF Purchase Option to the Grantor by the Option Exercise Deadline, EOHLC 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. B. EOHLC shall have the right at any time to assign its rights under this FCF Purchase Option to a qualified developer selected by EOHLC in accordance with the FCF Statute and FCF Regulations, and effective as of any such assignment, all rights and obligations of EOHLC with respect to such FCF Purchase Option shall automatically be deemed to apply to such assignee, and all references to "EOHLC" 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 EOHLC from a qualified developer to become EOHLC’s assignee. C. Promptly upon request by EOHLC at any time or from time to time, either before the Option Exercise Deadline or after EOHLC’s exercise of the FCF Purchase Option, the Grantor shall provide EOHLC with a copy of, or otherwise make available for EOHLC’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 Units is to be conveyed, or otherwise reasonably necessary or appropriate for EOHLC to review in connection with its exercise of the FCF Purchase Option. D. The appraised value of the FCF Units shall be determined at EOHLC’s request by the method specified in the FCF Statute (as may be more fully described in the FCF Regulations) and in accordance with EOHLC policies, and the costs of the appraisers shall be shared equally by EOHLC 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 use its own funds to repay the pro rata share (based on 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 rata 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 EOHLC 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 EOHLC AFFORDABLE HOUSING RESTRICTION © 2006 Massachusetts Housing Partnership 13 004-1504 Salem Exchange 4% - Affordable Housing Restriction v4 reasonably determines additional time is necessary to effect the closing due to delays of the Grantor in providing EOHLC 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 to a date reasonably determined by EOHLC as necessary to redress the delays caused by the Grantor, which shall be specified in a written notice from EOHLC 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 are less than all of the Units at the Property, Grantor shall be responsible for either subdividing the FCF Units 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 EOHLC in its sole discretion. G. The transfer to EOHLC pursuant to the FCF Purchase Option shall be subject to such other requirements as may be more fully described 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, consistent with the terms hereof and of the FCF Statute; provided, however, that the FCF 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 FCF Purchase Option, EOHLC determines, in its sole discretion, that it is not in the best interests of EOHLC to effect the purchase, EOHLC 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 EOHLC only and not to any assignee. H. Concurrently with its acquisition of the FCF Units, EOHLC shall cause to be recorded with the Registry of Deeds an affordable housing restriction, in compliance with the FCF Statute and any other applicable statutory requirements for the same (and, in the case of an assignee, in form acceptable to EOHLC, in its discretion), which shall require that the FCF Units shall be used only for the purposes of preserving or providing FCF Community-based Housing or FCF Supportive Housing thereon, which housing shall remain affordable for a period of not less than forty (40) years. 10. FCF First Refusal Right. A. If the Grantor intends at any time or from time to time prior to EOHLC’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 AFFORDABLE HOUSING RESTRICTION © 2006 Massachusetts Housing Partnership 14 004-1504 Salem Exchange 4% - Affordable Housing Restriction v4 deliver to EOHLC written notice of the same (which shall not be deemed to have been duly delivered to EOHLC unless it contains a copy of clause C. below), together with a copy of such Offer (the "Offer Notice"). The Grantor shall provide EOHLC with such reasonable evidence as EOHLC may require to satisfy EOHLC 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 limited partner interest or an affiliate of such transferee, provided that a removal of a 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 affiliate 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 Units, Grantor shall also indicate the portion of the overall purchase price attributable to FCF Units, which shall equal a pro rata portion of the overall purchase price based on the proportion that FCF Units represent of the total Units being sold. B. EOHLC shall have the right to purchase the Grantor’s interest in the FCF Units (or the portion(s) thereof to which the Offer relates), at the same price (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 EOHLC’s receipt of such Offer Notice (such 120-day period, the "FCF First Refusal Period"). If EOHLC does not intend to exercise the FCF First Refusal Right, EOHLC may, but shall have no obligation to, notify the Grantor in writing that the FCF First Refusal Right will not be exercised (a "Waiver Notice"). C. If, by the expiration of the FCF First Refusal Period with respect to an Offer, EOHLC shall have failed to deliver to the Grantor an Exercise Notice or a Waiver Notice, EOHLC 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 Offer, as described below. However, EOHLC shall retain an FCF First Refusal Right for subsequent Offers and the FCF Purchase Option as described above, notwithstanding any prior actual or deemed waiver of the FCF First Refusal Right, 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 FCF 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 AFFORDABLE HOUSING RESTRICTION © 2006 Massachusetts Housing Partnership 15 004-1504 Salem Exchange 4% - Affordable Housing Restriction v4 Grantor shall promptly deliver to EOHLC an Offer Notice with respect to such revised or continued Offer (which shall not be deemed to have been duly delivered to EOHLC unless it contains a copy of clause C. above), and EOHLC shall have a new FCF First Refusal Right with respect to 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 EOHLC’s receipt of the Offer Notice with respect to such revised or continued Offer. E. EOHLC shall have the right at any time to assign its rights under the FCF First Refusal Right to a qualified developer selected by EOHLC in accordance with the FCF Statute and FCF Regulations and, effective as of any such assignment, the rights and obligations of EOHLC with respect to such FCF First Refusal Right shall automatically be deemed to apply to such assignee, and all references to "EOHLC" in this Section shall automatically be deemed to refer to such assignee (except to the extent a provision explicitly provides otherwise). EOHLC 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 containing 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 EOHLC (or to any assignee of EOHLC, if EOHLC 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 EOHLC, which for purposes hereof shall be deemed to be the General or Chief Counsel of EOHLC (or in care of the keeper of records for such assignee of EOHLC, as applicable). (ii) The Exercise Notice or Waiver Notice shall be duly signed by a designated representative of EOHLC or of the assignee of EOHLC, 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 EOHLC 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 EOHLC 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. (iv) Each Offer Notice, 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. AFFORDABLE HOUSING RESTRICTION © 2006 Massachusetts Housing Partnership 16 004-1504 Salem Exchange 4% - Affordable Housing Restriction v4 G. The closing for the sale of the FCF Units (or, if applicable, the FCF Units that are the subject of the Offer) to EOHLC 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 expiration of the FCF First Refusal Period (i.e., on or before the date that is two hundred forty (240) days after EOHLC’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 EOHLC reasonably determines additional time is necessary to effect the closing, due to delays of the Grantor in providing EOHLC 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 EOHLC as necessary to redress the delays caused by the Grantor, which shall be specified in a written notice from EOHLC 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 Deadline, 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 EOHLC with a copy of, or otherwise make available for EOHLC’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 EOHLC any additional material made available to such party. Promptly upon any request therefor by EOHLC, the Grantor shall provide EOHLC with a copy of, or otherwise make available for EOHLC’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 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 encumbrance(s) subject to which the FCF Units are to be conveyed, or otherwise reasonably necessary or appropriate for EOHLC to review in connection with its exercise of the FCF First Refusal Right. I. The transfer to EOHLC pursuant to the FCF First Refusal Right shall be subject to such other requirements as may be more fully described in the FCF 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 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. Notwithstanding any other provision hereof to the contrary, if, after delivering notice of its intention to exercise the FCF First Refusal Right, EOHLC determines, in its sole discretion, AFFORDABLE HOUSING RESTRICTION © 2006 Massachusetts Housing Partnership 17 004-1504 Salem Exchange 4% - Affordable Housing Restriction v4 that it is not in the best interests of EOHLC to effect the purchase, EOHLC 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 EOHLC only, and not to any assignee. If EOHLC exercises such termination right or if either EOHLC 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 FCF First Refusal Right shall lapse and be of no further force or effect. J. 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 case, the condominium documents governing such condominium shall be subject to the approval of EOHLC in its sole discretion. K. Concurrently with its acquisition of the Property, EOHLC shall cause to be recorded with the Registry of Deeds an affordable housing restriction, in compliance with the FCF Statute and any other applicable statutory requirements for the same (and, in the case of an assignee, in form acceptable to EOHLC, 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. 11. HSF First Refusal Right. A. If the Grantor intends at any time or from time to time, 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 EOHLC written notice of the same (which shall not be deemed to have been duly delivered to EOHLC unless it contains a copy of clause C. below), together with a copy of such Offer (the "Offer Notice"). The Grantor shall provide EOHLC with such reasonable evidence as EOHLC may require to satisfy EOHLC as to the bona fide nature of the Offer. A transfer of a limited partner interest in the Grantor shall be considered an Offer that triggers the EOHLC 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 limited partner interest or an affiliate of such transferee, provided that a removal of a 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 affiliate of such limited partner shall not constitute a transfer of a general partner interest for purposes of this clause. B. EOHLC shall have the right to purchase the Grantor’s interest in the Property (or the portion(s) thereof to which the Offer relates), at the same price and on the same terms set forth in such Offer (the "HSF First Refusal Right"), by delivering to the Grantor and recording with the Registry of Deeds written notice of its election to exercise such First AFFORDABLE HOUSING RESTRICTION © 2006 Massachusetts Housing Partnership 18 004-1504 Salem Exchange 4% - Affordable Housing Restriction v4 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 EOHLC’s receipt of such Offer Notice (such 120-day period, the "HSF First Refusal Period"). If EOHLC does not intend to exercise the HSF First Refusal Right, EOHLC may, but shall have no obligation to, notify the Grantor in writing that the HSF First Refusal Right will not be exercised (a "Waiver Notice"). C. If, by the expiration of the HSF First Refusal Period with respect to an Offer, EOHLC shall have failed to deliver to the Grantor an Exercise Notice or a Waiver Notice, EOHLC 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, EOHLC shall retain a First Refusal Right for subsequent Offers, notwithstanding any prior actual or deemed waiver of the HSF First Refusal Right, or any intervening transfer of the Property or any portion(s) thereof. 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 EOHLC an Offer Notice with respect to such revised or continued Offer (which shall not be deemed to have been duly delivered to EOHLC unless it contains a copy of clause C. above), and EOHLC shall have a new First Refusal Right with respect to such modified or continued Offer. The HSF First Refusal Period for such new First Refusal Right shall run for a period of one hundred twenty (120) days from the date of EOHLC’s receipt of the Offer Notice with respect to such revised or continued Offer. E. EOHLC shall have the right at any time to assign its rights under the HSF First Refusal Right to a qualified developer selected by EOHLC in accordance with the HSF Statute and the HSF Regulations and, effective as of any such assignment, the rights and obligations of EOHLC with respect to such First Refusal Right shall automatically be deemed to apply to such assignee, and all references to "EOHLC" in this Section shall automatically be deemed to refer to such assignee (except to the extent a provision explicitly provides otherwise). EOHLC shall provide written notice of any such assignment to the Grantor. F. In accordance with the provisions of the HSF Statute: (i) An Offer Notice containing 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 HSF Statute and the HSF Regulations), addressed to EOHLC (or to any assignee of EOHLC, if EOHLC 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 EOHLC, which for purposes hereof shall be deemed to be the General or Chief Counsel of EOHLC (or in care of the keeper of records for such assignee of EOHLC, as applicable). AFFORDABLE HOUSING RESTRICTION © 2006 Massachusetts Housing Partnership 19 004-1504 Salem Exchange 4% - Affordable Housing Restriction v4 (ii) The Exercise Notice or Waiver Notice shall be duly signed by a designated representative of EOHLC or of the assignee of EOHLC, as the case may be, and (x) mailed to the Grantor by certified mail (or such other method as may be authorized under the 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 HSF First Refusal Period. If EOHLC shall have assigned the HSF 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 EOHLC 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. (iv) Each Offer Notice, Exercise 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 identify the same. Each Affidavit shall have attached to it a copy of the Offer Notice to which it relates. G. The closing for the sale of the Property (or, if applicable, the part thereof that is the subject of the Offer) to EOHLC shall take place in accordance with applicable provisions of the HSF Regulations, by or before the date that is one hundred twenty (120) days after the expiration of the HSF First Refusal Period (i.e., on or before the date that is two hundred forty (240) days after EOHLC’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 EOHLC reasonably determines additional time is necessary to effect the closing, due to delays of the Grantor in providing EOHLC 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 EOHLC as necessary to redress the delays caused by the Grantor, which shall be specified in a written notice from EOHLC 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 Deadline, 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 EOHLC with a copy of, or otherwise make available for EOHLC’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 EOHLC any additional material made available to such party. Promptly upon any request therefor by EOHLC, the Grantor shall provide EOHLC with a copy of, or AFFORDABLE HOUSING RESTRICTION © 2006 Massachusetts Housing Partnership 20 004-1504 Salem Exchange 4% - Affordable Housing Restriction v4 otherwise make available for EOHLC’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 encumbrance(s) subject to which the Property is to be conveyed, or otherwise reasonably necessary or appropriate for EOHLC to review in connection with its exercise of the HSF First Refusal Right. I. The transfer to EOHLC pursuant to the HSF First Refusal Right shall be subject to such other requirements as may be more fully described in the HSF Regulations consistent with the HSF 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 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 HSF Statute; provided, however, that the HSF First Refusal Right 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 HSF First Refusal Right, EOHLC determines, in its sole discretion, that it is not in the best interests of EOHLC to effect the purchase, EOHLC may terminate the HSF 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 EOHLC only, and not to any assignee. If EOHLC exercises such termination right or if either EOHLC or its assignee fails to perform hereunder on or before the Closing Deadline through no fault of the Grantor, then the HSF First Refusal Right shall lapse and be of no further force or effect. J. Concurrently with its acquisition of the Property, EOHLC shall cause to be recorded with the Registry of Deeds an affordable housing restriction, in compliance with the HSF Statute and any other applicable statutory requirements for the same (and, in the case of an assignee, in form acceptable to EOHLC, 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 fifty (50) years. 12. Term of Restrictions; Covenants to Run with Land. The term of this Restriction shall be the sum of the Affordability Term plus the Option Term. The "Affordability Term" shall be 100 years and 8 months from the date hereof, provided that if the Project is not completed within 20 months after the date of this Restriction for any reason, any Holder shall have the right to extend the Affordability Term by recording in the Registry of Deeds a certificate of extension certifying the length of the delay in completing the Project, whereupon the Affordability Term shall automatically be extended by an amount of time equal to the length of such delay and provided further that the term hereof shall automatically be extended for the period of the extension of any of the Loans to which this Restriction relates. The "Option Term" shall be the period from the AFFORDABLE HOUSING RESTRICTION © 2006 Massachusetts Housing Partnership 21 004-1504 Salem Exchange 4% - Affordable Housing Restriction v4 expiration of the Affordability Term 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 above, if applicable. 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 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. 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 DDS 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 Community- based Housing. 13. 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. 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. 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. AFFORDABLE HOUSING RESTRICTION © 2006 Massachusetts Housing Partnership 22 004-1504 Salem Exchange 4% - Affordable Housing Restriction v4 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: (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 and (ii) all initial and annual income certifications by Residents of AFFORDABLE HOUSING RESTRICTION © 2006 Massachusetts Housing Partnership 23 004-1504 Salem Exchange 4% - Affordable Housing Restriction v4 Restricted Units(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 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 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. 18. 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. 19. 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 AFFORDABLE HOUSING RESTRICTION © 2006 Massachusetts Housing Partnership 24 004-1504 Salem Exchange 4% - Affordable Housing Restriction v4 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. 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 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. 21. 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 and the Secretary of EOHHS 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 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 EOHHS 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 Restricted Units or Restricted Units affordable to Families with higher Household Incomes than those required by this Restriction). The foregoing provision on financial infeasibility shall not apply at any time when Massachusetts Housing Finance AFFORDABLE HOUSING RESTRICTION © 2006 Massachusetts Housing Partnership 25 004-1504 Salem Exchange 4% - Affordable Housing Restriction v4 Agency is the holder of the first mortgage on the Property. "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 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 AFFORDABLE HOUSING RESTRICTION © 2006 Massachusetts Housing Partnership 26 004-1504 Salem Exchange 4% - Affordable Housing Restriction v4 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. 22. 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: Bank of America, N.A., 100 Federal Street, Boston, Massachusetts 02110, Attn: Tax Credit Asset Management (Salem Exchange 4%), with a copy to Holland & Knight LLP, 10 St. James Avenue, 12th Floor, Boston, Massachusetts 02116, Attn: Sara Heskett, Esq. 23. 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 (except that EOHLC’s rights with respect to the Purchase Option and First Refusal Right are assignable, as set forth herein). 24. 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. AFFORDABLE HOUSING RESTRICTION © 2006 Massachusetts Housing Partnership 27 004-1504 Salem Exchange 4% - Affordable Housing Restriction v4 25. 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. 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-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. 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 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. 28. 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 for more than one such counterpart executed by the party against whom enforcement of this Restriction is sought. 29. MHP Assignment to EOHLC. If Massachusetts Housing Partnership Fund Board, as agent for HSITF, assigns to EOHLC its rights under that certain Mortgage, Security Agreement and Conditional Assignment of Leases and Rents dated of even date herewith by Grantor in favor of the Holders, then upon the recordation of such assignment, all rights hereunder with respect to the HSF Program shall automatically vest in EOHLC and the Massachusetts Housing Partnership shall no longer act as agent for HSITF hereunder. 30. 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. 31. 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 AFFORDABLE HOUSING RESTRICTION © 2006 Massachusetts Housing Partnership 28 004-1504 Salem Exchange 4% - Affordable Housing Restriction v4 Massachusetts Housing Partnership Fund Board, as agent for The Commonwealth of Massachusetts, acting by and through the Executive Office of Housing and Livable Communities under the Housing Stabilization and Investment Trust Fund Statute, M.G.L. c. 121F as agent for all Holders. Any consent or approval by the Holders of this Restriction shall be communicated by Massachusetts Housing Partnership Fund Board, as agent for The Commonwealth of Massachusetts, acting by and through the Executive Office of Housing and Livable Communities under the Housing Stabilization and Investment Trust Fund Statute, M.G.L. c. 121F as agent for all Holders. No documentary stamps are required as this Restriction is not being purchased by the Holders. [SIGNATURE(S) APPEAR ON FOLLOWING PAGE] AFFORDABLE HOUSING RESTRICTION © 2006 Massachusetts Housing Partnership 004-1504 Salem Exchange 4% - Affordable Housing Restriction [Exhibit A] EXHIBIT A : PROPERTY DESCRIPTION Unit A (the “Unit”) of The Exchange Condominium (the “Condominium”), situated at and with a post office address of 252 Bridge Street, Salem, (Essex County), Massachusetts, created by Master Deed dated September 2, 2026, and recorded with the Essex South Registry of Deeds simultaneously herewith, ("Master Deed") in accordance with and subject to the provisions of Massachusetts General Laws Chapter 183A as amended ("Chapter 183A"). The Unit is more particularly described in the Master Deed, as shown on the plans recorded simultaneously with the Master Deed recorded with the Essex South Registry of Deeds, and is hereby conveyed together with an undivided percentage interest, appertaining to said Unit, in the common areas, facilities, and general common elements of said Condominium as set forth in said Master Deed, the limited common elements appurtenant to said Unit, exclusive or otherwise, and all other interests appurtenant to said Unit referred to or set forth in said Master Deed, and subject to and with the benefit of the obligations, restrictions, rights and liabilities set forth in Chapter 183A. The Unit and such undivided percent interest in the common areas and facilities are conveyed with the benefit of and subject to the rights, easements, restrictions, covenants, agreements, obligations, conditions, and other provisions referred to or set forth in the Master Deed, the provisions of the instrument establishing the unit owners' organization formed in accordance with Section 10 of Chapter 183A, (the "Condominium Association"), the By-Laws contained therein and any rules and regulations promulgated pursuant thereto, insofar as the same are now in force and applicable. Together with the benefit of a Grant of Easement from Massachusetts Bay Transportation Authority in favor of Salem Redevelopment Authority dated September 19, 2023, recorded in Book 41859, Page 464, and as shown on Plan No. 151 of 2023 in Book 41859, Page 472. Together with the benefit of an Agreement and Grant of Easement from Massachusetts Bay Transportation Authority in favor of Exchange Salem Four Limited Partnership dated August 12, 2026, recorded simultaneously herewith. This property is subject to a Restrictive Covenant in favor of the City of Salem dated September 2, 2026, recorded simultaneously herewith. AFFORDABLE HOUSING RESTRICTION © 2006 Massachusetts Housing Partnership 004-1504 Salem Exchange 4% - Affordable Housing Restriction [Exhibit B] 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 UNIT TYPE EXTREMELY LOW INCOME VERY LOW INCOME LOW INCOME MODERATE INCOME HIGH MODERATE INCOME SRO $868.00 $1,447.00 $1,737.00 $2,316.00 $3,184.00 STUDIOS $868.00 $1,447.00 $1,737.00 $2,316.00 $3,184.00 1-BR $930.00 $1,551.00 $1,861.00 $2,481.00 $3,412.00 2-BR $1,116.00 $1,861.00 $2,233.00 $2,977.00 $4,094.00 3-BR $1,290.00 $2,150.00 $2,580.00 $3,440.00 $4,731.00 4-BR $1,438.00 $2,398.00 $2,878.00 $3,837.00 $5,277.00 AFFORDABLE HOUSING RESTRICTION © 2006 Massachusetts Housing Partnership 004-1504 Salem Exchange 4% - Affordable Housing Restriction [Exhibit B-1] 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 UNIT TYPE VERY LOW INCOME LOW INCOME STUDIOS $1,298.00 $1,664.00 1-BR $1,391.00 $1,784.00 2-BR $1,670.00 $2,143.00 3-BR $1,929.00 $2,467.00 4-BR $2,152.00 $2,733.00 AFFORDABLE HOUSING RESTRICTION © 2006 Massachusetts Housing Partnership 004-1504 Salem Exchange 4% - Affordable Housing Restriction [Exhibit C] EXHIBIT C: INITIAL AFFORDABILITY MATRIX INCOME CATEGORY NUMBER/SIZE OF UNITS REQUIRED BY TERM HIGH MODERATE INCOME (110% AMI) MODERATE INCOME (80% AMI) LOW INCOME (60% AMI) VERY LOW INCOME (50% AMI) EXTREMELY LOW INCOME (30% AMI) AHT 45 years ____ SRO 4 Studio 11 1-BR 5 2-BR ____ 3-BR ____ 4-BR ____ SRO ____ Studio ____ 1-BR ____ 2-BR ____ 3-BR ____ 4-BR ____ SRO 9 Studio 26 1-BR 13 2-BR ____ 3-BR ____ 4-BR ____ SRO ____ Studio ____ 1-BR ____ 2-BR ____ 3-BR ____ 4-BR ____ SRO 3 Studio 3 1-BR 5 2-BR ____ 3-BR ____ 4-BR FCF 30 years ____ SRO ____ Studio ____ 1-BR ____ 2-BR ____ 3-BR ____ 4-BR ____ SRO ____ Studio ____ 1-BR ____ 2-BR ____ 3-BR ____ 4-BR ____ SRO ____ Studio ____ 1-BR ____ 2-BR ____ 3-BR ____ 4-BR ____ SRO ____ Studio ____ 1-BR ____ 2-BR ____ 3-BR ____ 4-BR ____ SRO 1 Studio 3 1-BR ____ 2-BR ____ 3-BR ____ 4-BR HSF 50 years ____ SRO ____ Studio ____ 1-BR ____ 2-BR ____ 3-BR ____ 4-BR ____ SRO ____ Studio ____ 1-BR ____ 2-BR ____ 3-BR ____ 4-BR ____ SRO 9 Studio 26 1-BR 13 2-BR ____ 3-BR ____ 4-BR ____ SRO ____ Studio ____ 1-BR ____ 2-BR ____ 3-BR ____ 4-BR ____ SRO 3 Studio 3 1-BR 5 2-BR ____ 3-BR ____ 4-BR TOD 45 years ____ SRO ____ Studio ____ 1-BR ____ 2-BR ____ 3-BR ____ 4-BR ____ SRO ____ Studio ____ 1-BR ____ 2-BR ____ 3-BR ____ 4-BR ____ SRO 9 Studio 26 1-BR 13 2-BR ____ 3-BR ____ 4-BR ____ SRO ____ Studio ____ 1-BR ____ 2-BR ____ 3-BR ____ 4-BR ____ SRO 3 Studio 3 1-BR 5 2-BR ____ 3-BR ____ 4-BR NFIT 45 years ____ SRO ____ Studio ____ 1-BR ____ 2-BR ____ 3-BR ____ 4-BR ____ SRO ____ Studio ____ 1-BR ____ 2-BR ____ 3-BR ____ 4-BR ____ SRO 9 Studio 26 1-BR 13 2-BR ____ 3-BR ____ 4-BR ____ SRO ____ Studio ____ 1-BR ____ 2-BR ____ 3-BR ____ 4-BR ____ SRO 3 Studio 3 1-BR 5 2-BR ____ 3-BR ____ 4-BR NSHC HOME 20 years ____ SRO ____ Studio ____ 1-BR ____ 2-BR ____ SRO ____ Studio ____ 1-BR ____ 2-BR ____ SRO ____ Studio ____ 1-BR ____ 2-BR ____ SRO ____ Studio ____ 1-BR ____ 2-BR ____ SRO 2 Studio 1 1-BR 5 2-BR AFFORDABLE HOUSING RESTRICTION © 2006 Massachusetts Housing Partnership 004-1504 Salem Exchange 4% - Affordable Housing Restriction [Exhibit C] ____ 3-BR ____ 4-BR ____ 3-BR ____ 4-BR ____ 3-BR ____ 4-BR ____ 3-BR ____ 4-BR ____ 3-BR ____ 4-BR CITY HOME 20 years ____ SRO ____ Studio ____ 1-BR ____ 2-BR ____ 3-BR ____ 4-BR ____ SRO ____ Studio ____ 1-BR ____ 2-BR ____ 3-BR ____ 4-BR ____ SRO ____ Studio ____ 1-BR ____ 2-BR ____ 3-BR ____ 4-BR ____ SRO ____ Studio ____ 1-BR ____ 2-BR ____ 3-BR ____ 4-BR ____ SRO 2 Studio 1 1-BR 5 2-BR ____ 3-BR ____ 4-BR CITY CPA 99 years ____ SRO ____ Studio ____ 1-BR ____ 2-BR ____ 3-BR ____ 4-BR ____ SRO ____ Studio ____ 1-BR ____ 2-BR ____ 3-BR ____ 4-BR ____ SRO 1 Studio 8 1-BR 3 2-BR ____ 3-BR ____ 4-BR ____ SRO ____ Studio ____ 1-BR ____ 2-BR ____ 3-BR ____ 4-BR ____ SRO ____ Studio ____ 1-BR ____ 2-BR ____ 3-BR ____ 4-BR COMPOSITE _____ SRO 4 STUDIO 11 1-BR 5 2-BR _____ 3-BR _____ 4-BR _____ SRO _____ STUDIO _____ 1-BR _____ 2-BR _____ 3-BR _____ 4-BR _____ SRO 9 STUDIO 26 1-BR 13 2-BR _____ 3-BR _____ 4-BR _____ SRO _____ STUDIO _____ 1-BR _____ 2-BR _____ 3-BR _____ 4-BR _____ SRO 3 STUDIO 3 1-BR 5 2-BR _____ 3-BR _____ 4-BR NOTE: As set forth in Section 2, the Property must include at least four (4) Units accessible to individuals with mobility impairments (consisting of 1 Studio Unit and 3 one-bedroom Units) and at least three (3) additional Units accessible to individuals with sensory impairments (consisting of 1 one- bedroom Unit and 2 two-bedroom Units). AFFORDABLE HOUSING RESTRICTION © 2006 Massachusetts Housing Partnership 004-1504 Salem Exchange 4% - Affordable Housing Restriction [Exhibit D] 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. "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). "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 City CPA and the 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 Act program established by the City under the CPA Statute under which City Community Preservation Committee makes funds 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. "EOHHS" shall mean the Executive Office of Health and Human Services of the Commonwealth of Massachusetts (or any successor thereto or designee thereof). AFFORDABLE HOUSING RESTRICTION © 2006 Massachusetts Housing Partnership 004-1504 Salem Exchange 4% - Affordable Housing Restriction [Exhibit D] "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 Adjusted 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. "FCF Community-based Housing" shall mean a non-institutional housing development, or a Unit therein, (i) that is reserved for FCF Eligible Residents and (ii) that constitutes one of the following types of housing: (a) "Group Home" or "Single Room 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. (b) "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 EOHLC and/or CEDAC pursuant to the FCF Statute and the FCF Regulations, as the same 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 EOHLC contracts to make funds available through CEDAC and other financial intermediaries, for such financial intermediaries to loan to sponsors of Community-based Housing for Individuals with Mental Illness 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 EOHLC at 760 Code of Massachusetts Regulations, Section 19.00 et. seq., as the same may be amended, supplemented, replaced or otherwise modified from time to time. "FCF Statute" shall mean Section 2 of Chapter 150 of the Acts of 2024 (budget line item 7004- 0070), as affected by Section 124 of Chapter 150 of the Acts of 2024, as the same may be amended, supplemented, replaced or otherwise modified from time to time. AFFORDABLE HOUSING RESTRICTION © 2006 Massachusetts Housing Partnership 004-1504 Salem Exchange 4% - Affordable Housing Restriction [Exhibit D] "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, the FCF Guidelines, the HOME Guidelines, the HSF Guidelines, the TOD Guidelines, the NFIT Guidelines and the CPA Guidelines. "High Moderate Income Family" shall mean a Family whose Household Income is less than or equal to one-hundred ten percent (110%) of the Family-size Adjusted AMI. "Holder" shall mean each of EOHLC, TOD, AHT, CEDAC, HSITF, NSHC HOME, City HOME, City CPA, 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 NSHC HOME and City HOME make 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 annual income determined in the manner set forth in 24 C.F.R. §5.609 (or any successor regulations). "HSF Guidelines" shall mean the guidelines issued by EOHLC regarding the HSF Program, as the same may be amended, supplemented, 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 which EOHLC contracts to make funds available through MHP and other 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 EOHLC at 760 Code of Massachusetts Regulations, Section 24.00 et. seq., as the same may be amended, supplemented, replaced or otherwise modified from time to time. "HSF Statute" shall mean the Massachusetts Housing Stabilization and Investment Trust Fund Statute, M.G.L. c. 121F, as affected by and by Section 2 of Chapter 150 of the Acts of 2024 (budget line item 7004 0073), 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. "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, AFFORDABLE HOUSING RESTRICTION © 2006 Massachusetts Housing Partnership 004-1504 Salem Exchange 4% - Affordable Housing Restriction [Exhibit D] reconstruction, restoration, renovation, or replacement of a capital nature thereto or otherwise on the Property. "Individual with 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 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. "Master Deed" shall mean, initially, that certain Master Deed of the The Exchange Condominium dated as of the date hereof and recorded herewith; upon its execution and recordation following completion of construction, that certain Amended and Restated Master Deed of the Condominium, the form of which shall be approved by Holders in writing prior to its execution and recordation. "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. “NFIT Guidelines” shall mean any guidelines issued by EOHLC with respect to the NFIT Program. “NFIT Program” shall mean the Non-Federal Investment Trust Fund under which EOHLC makes loans available to sponsors of certain types of affordable housing. "Monthly Adjusted Income" shall mean one-twelfth of a Family’s adjusted income, as determined in accordance with 24 C.F.R. §92.203(f). "Monthly Income" shall mean one-twelfth of a Family’s Household Income. "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) thirty percent (30%) of the Family's Monthly Adjusted 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 of which at least four Units (containing a total of not less than four bedrooms) shall be reserved for Individuals with Mental Illness or Individuals with Intellectual Disabilities and shall qualify as FCF Community-based Housing or 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 AFFORDABLE HOUSING RESTRICTION © 2006 Massachusetts Housing Partnership 004-1504 Salem Exchange 4% - Affordable Housing Restriction [Exhibit D] Residents of the Restricted Units and/or to benefit use of the Improvements as FCF Community- based Housing. "Programs" shall mean the AHT Program, the FCF Program, the HSF Program, the TOD Program, the NFIT Program, the HOME Program, and the CPA Program. "Property" shall mean Unit A of The Exchange Condominium located at the Property Address indicated on the first page hereof and created pursuant to M.G.L. c. 183A, as amended, by virtue of the Master Deed, as more particularly described in Exhibit A attached hereto attached hereto, together with all Improvements thereon. "Registry of Deeds" shall mean The Essex South Registry Of Deeds. "Regulations" shall mean the FCF Regulations, the HSF Regulations, the TOD Regulations, the HOME Regulations and the CPA 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 High Moderate Income Family, a Low Income Family or an Extremely Low Income Family or a Unit required by the terms hereof to be reserved as FCF Community-based Housing. "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 FCF Statute, the HSF Statute, the TOD Statute, and the CPA Statute. "Studio Unit" shall mean a single-room (zero bedroom) Unit that contains a complete kitchen and bathroom. "TOD Guidelines" shall mean any guidelines relating to the TOD Program issued by EOHLC. "TOD Program" shall mean Transit-Oriented Development Program, established under the TOD Statute, for purposes of accelerating and supporting the creation of low-income and moderate- income housing in close proximity to transit nodes, provided that at least 25% of the occupants of housing assisted by such program must be Low Income Families. "TOD Regulations" shall mean any regulations relating to the TOD Program promulgated by EOHLC, as the same may be amended, supplemented, replaced or otherwise modified from time to time. "TOD Statute" shall mean Section 2 of Chapter 150 of the Acts of 2024 (budget line item 7004- 0078). "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.