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96 SWAMPSCOTT ROAD- TIFS `� I� Sw��puo�} Rd • Ifs u'- 3 `� CITY OF SALEM, MASSACHUSETTS Kimberley Driscoll Mayor February 22, 2007 Honorable Salem City Council Salem City Hall Salem, MA 01970 Ladies and Gentlemen of the Council: Enclosed herewith is an Order for your review and adoption that will enable the City to provide a modest exemption under a Tax Increment Financing (TIF) Program to three growing businesses - Doyle Sailmakers, Inc., Falmer Thermal Spray and Groom Construction—all of which are interested in relocating to Salem's new industrial park at 96 Swampscott Road. Approving these TIF packages will allow these companies to continue to grow and prosper, creating increased tax revenue and permanent jobs here in Salem. As you know, the City of Salem has been designated an Economic Target Area by the Commonwealth of Massachusetts Office of Business Development. This designation allows us to recruit and attract businesses to the City by offering modest exemptions, or TIF's, on real estate/business investments that will increase tax revenue and create permanent jobs. Itis important to note that businesses are eligible to receive relief only on the new real estate tax revenues generated from their growth and expansion, not the base taxes currently paid on the property. In essence, a TIF provides the business with additional time to reach their full assessment as it relates to the new investment being made at the property. In addition to the local TIF, city council approval will also allow these businesses to qualify for a state investment tax credit from the Commonwealth. In many instances, the state tax credit is of even greater benefit to these small, but growing family-owned businesses. Following City Council approval, the State's Economic Assistance Coordinating Council must also approve the TIF Agreements. As you note from the attached project summaries and application materials, these three projects will provide many benefits to the City of Salem, most notably, 153 quality, permanent jobs will be relocated or created in Salem. In addition, each of the companies will automatically increase new tax revenues to the City, as a result of the fact that the 96 Swampscott Road site had previously received one tax bi11 as Maynard Plastics [replace W"/Atlantic Extrusions] based on an assessment in FY2005 of$7,193,900 and will now receive 10 separate industrial condominium tax bills with a total assessment of app ximately$9,562,400. The value of the full taxation in five years represents a 61 to 119% increase in annual tax revenue generated from the current base value of this property. Salem City Hall—93 Washington Street—Salem, MA 01970-3592 Ph. 978-745-9595 Fax 978-744-9327 i .A The City is proposing modest five-year TIF Agreements for each of the companies. If approved, it will be the first time in nearly six years that the city has used this valuable economic development tool to promote development in Salem. Projects using this tool in the past have exceeded job creation goals and continue to provide meaningful tax revenue to the City. The financial impact of these projects is substantial and will help send the message that we welcome new businesses and encourage economic development in Salem. With all this in mind, I respectfully request your approval of the proposed Tax Increment Financing (TIF) Agreements for the three growing, family-owned businesses that are interested in relocating to Salem -Doyle Sailmakers, Inc., Falmer Thermal Spray and Groom Construction. Very truly yours, Kimberley Driscoll Mayor cc: Lynn Duncan, Director of Planning and Community Development Salem City Hall—93 Washington Street—Salem, MA 01970-3592 Ph.978-745-9595 Fax 978-744-9327 CITY OF SALEM, MASSACHUSETTS Kimberley Driscoll Mayor March 12, 2007 Economic Assistance Coordinating Council ATTN: Robert Foley, Program Manager EDIP Massachusetts Office of Business Development One Ashburton Place, Suite 2101 Boston, MA 02108 To the Members of the Economic Assistance Coordinating Council: I am pleased to submit for your review the applications and supporting documentation necessary to designate Swampscott Road Associates, LLC a Certified Project through the Commonwealth's Economic Development Incentive Program(EDIP). Swampscott Road Associates, LLC is the holding company for The Falmer Associates, Inc., a growing, woman-owned, company looking to expand and move their operations to Salem's newest industrial park at 96 Swampscott Road. Shortly after taking office last year, a developer approached me about his purchase of the former Atlantic Extrusions building at 96 Swampscott Road. The 170,000 square foot building had been vacant for over two years, with little interest from companies or developers looking to invest in the property. The developer envisioned redeveloping the property into industrial/commercial condominiums for smaller manufacturing companies. He quickly found interest from local companies looking for space and willing to invest in the property. The building is now home to nine companies, who are investing a great deal in their units. Three of these companies approached the City for assistance, The Falmer Associates, being one of them. The Falmer Associates was founded in 1961. The company has been at its current location in Lynn since 1984. They are moving to Salem and purchasing a 7,500 square foot unit at 96 Swampscott Road. This move will allow the company to increase their plant size by 3,000 square feet. They will more than double their coating production capacity and compressed air, increase machining and abrasive blasting, using upgraded technology and a leading consulting engineering firm. The investment in the purchase and renovation of the unit is anticipated to be $856,400. The company is expecting to increase sales in 2007 by 30 to 50% over 2006 levels and plan to grow sales 3-6 fold in the new facility. The expected job growth is 7 full-time permanent jobs in the next five years. The City is proposing a five-year TIF Agreement for The Falmer Associates. If approved, it will be the first time in nearly six years that the city has used this valuable economic development Salem City Hall—93 Washington Street—Salem, MA 01970-3592 Ph.978-745-9595 Fax 978-744-9327 tool to promote development in Salem. Projects using this tool in the past have exceeded job creation goals and continue to provide meaningful tax revenue to the City. The financial impact of the project is substantial and will help send the message that we welcome new businesses and encourage economic development in Salem. On February 22, 2007, the project was submitted to the Salem City Council to designate the company as a certified project and endorse a five-year Tax Increment Financing (TIF) plan. The Council is reviewing the project at the Committee level on March 19 and we anticipate a favorable vote on March 22, 2007. The enclosed TIF plan and application for certified project status describe the City's reasons for offering the incentives and the benefits, which the company will bring to Salem. I appreciate your support of our economic development efforts and hope that, once again, you will vote to certify a Salem project. Very truly yours, er" ]4t� Kimberley Driscoll Mayor Salem City Hall—93 Washington Street—Salem, MA 01970-3592 Ph. 978-745-9595 Fax 978-744-9327 = � �y r� DOCu.'-iQENT PICA ry1 ! 8J - SALEM COMMERCE PARK CONDOMINIUM UNIT DEED GRANTOR: 96 Swampscott Road, LLC, a Massachusetts limited liability company, having an address at 5 Corn Point Road, Marblehead, MA 01945 GRANTEE: R & J Swampscott Road LLC, a Massachusetts limited liability company having its principal place of business at 43 Norman Street, Marblehead, MA 01945 UNIT: 8 2 o Q Al rat F- PERCENTAGE INTEREST: 18.8% AREA: 31,366 sq. ft. m PARKING SPACES: Nos. 15-24, 43-52, 96-97, 114-123 0 L 9 lL N UNIT POST OFFICE ADDRESS: 96 Swampscott Road, Salem, NIMuonancn� v, I o CONSIDERATION: $1,882,000.00 0 v C GRANTOR, owner of the UNIT described above in SALEM COMMERCE PARK CONDOMINIUM created by Master Deed dated April 24, 2006, and filed on April 27, 2006 with the Essex South Registry District of the Land Court as Document Number 466707, and noted on Certificate of Title Number C-205000, as amended by the First Amendment to the Master Deed dated June 2, 2006 and filed on June 13, 2006 with said Registry District as Document Number 468416, and as further amended by the Second Amendment to the Master Q Deed dated August 1, 2006 and filed on August 4, 2006 with said Registry District as Document Number 470286, and by the Third Amendment to the Master Deed dated September 12, 2006 a and filed on September a 1 2006with said Registry District as Document Number a W l 1 1 4t U in accordance with the provisions of G.L. c. 183A, grants the UNIT to GRANTEE with QUITCLAIM COVENANTS for the CONSIDERATION stated above. The UNIT contains the AREA listed above and is laid out as shown on a plan fled herewith, which is a copy of a portion of the plans filed with the Master Deed and to which is affixed a verified statement in the form provided for in G.L. c. 183A, Section 9. The UNIT is conveyed together with the above-listed PERCENTAGE INTEREST (a) in the common areas and facilities of the Condominium, as described in the Master Deed, and (b) in SALEM COMMERCE PARK CONDOMINIUM TRUST, under Declaration of Trust dated April 24, 2006, and filed with the Essex South Registry District of the Land Court as Document Number 466708 and noted on Certificate of Title Number C-205000,, and amended by the First C� K'cin-t-'2•., ,.. .r�20,� - _ RPROVED FOR REGIMPATIW BYTHECOURT. 41111111111111111IN1111111III Southe (C206 006+) Btoh:206693: ' Southern Es s.x Dts trlct Registry - ^ �'! 9!22/2008 11:63 Rt1 UDEED za4 - ' i CC I Amendment to the Declaration of Trust dated September 12, 2006 and filed on September 0,3—, 2006 with said Registry District as Document Number `i 1-7 2 .) The UNIT is to be used in accordance with the Master Deed only for commercial purposes to the extent permitted from time to time under the Zoning Ordinance of the City of Salem (the "Zoning Law"), including all special permits and variances granted thereunder, and for no other purpose. No Unit shall be used for the storage of hazardous materials of any kind except in accordance with all applicable laws and regulations. The UNIT is conveyed together with the right and easement to the exclusive use of the PARKING SPACES stated above and shown on the Site Plan recorded with the Master Deed, for the purpose of parking legally registered cars and trucks in regular use by Unit Owners, their employees, customers, visitors, guests and invitees during the existence of the Condominium. Such parking rights may be transferred,but only among the Unit Owners or to the Condominium Trust, by instrument duly filed in the Registry District, and shall end upon the permanent withdrawal of the premises from condominium status. Such parking rights shall be subject to the provisions and limitations set forth in section 5.1 of the Master Deed. Any transfer of a parking space to other than the Condominium Trustees or a Unit Owner, or lease of a parking space to other than the Condominium Trustees or a Unit Owner, in each case shall be void. The GRANTEE acquires the UNIT with the benefit of, and subject to, the provisions of G.L. c. 183A, relating to condominiums, as that statute is written as of the date hereof and as it may hereafter be amended, the Master Deed and Condominium Trust referred to above and any by- laws and rules and regulations from time to time adopted thereunder, and all matters of record stated or referred to in the Master Deed as completely as if each were fully set forth herein; and subject to real estate taxes attributable to the UNIT which are not yet due and payable. EXECUTED UNDER SEAL this Igi tday of September, 2006. 1 96 S S O ROAD .LLC By: \ J.Hi oc ett,Jr. r i I BY Jose M.Thiberi, anager t r I 471783 (Paso 2 of 5) Southern Essex District Registry 9/22/2006 11:53 RM WEED Page 2 of 3 r THE COMMONWEALTH OF MASSACHUSETTS �ss-Cu.Cou._.h, ss. On this L_✓-day of September, 2006, before me, the undersigned notary public, personally appeared 3 +Sosw m b� Manager as aforesaid, proved to me through satisfactory evidence of identification, which was ❑ photographic identification with signature issued y a federal or state governmental agency, ❑ oath or affirmation of a credible witness, [y rsonal knowledge of the undersigned, to be the person whose name is signed on the preceding or attached document, and acknowledged to me that he signed it voluntarily for its stated purpose as Manager of 96 Swampscott Road, LLC, a Massachusetts (` limited liability company. I i o Public . My commission expires: M n.c4. tr, u 3 I i \4 V'.N.•yn 446 9 Coll', t r- I r I 471783 (Page 3 0/ 6 Southern Esaex Dl striot Registry 8/22/2008 11:53 RM UDEED r� r Page 3 of 3 5 9 o E A Y Pi 1 10'-11 UNIT#4 UNIT#6 UNIT#5 UNIT#3 27-3, UNIT UNIT#2 me-d' UNr(#7 "UNT UNIT UNIT#1 #10 m BUILDING KEY PLAN 1NTSl id � � N LEGEND AND NOTES UNIT#8 ® DEPICTS COMMON AREA b 31,366 GSF �\S.�ERED q�,Oy/ DEPICTS UNIT BOUNDARY T Q4. pM A. DEPICTS MAIN ENTRANCE 0 3` No. 1n SQUARE FOOTAGES SHOWN ARE APPROXIMATE, MAENE7yASS.. Ma W. ROUNDED TO THE NEAREST WHOLE. � MyW Z J OF M?"S — — — — N UNIT#8, PLAN CERTIFICATION I HEREBY CERTIFY THAT THIS PLAN WAS PREPARED IN CONFORMITY WITH THE RULES AND REGULATIONS OF THE REGISTRY OF DEEDS OF THE COMMONWEALTH OF MASSACHUSETTS. ! F 1 HEREBY CERTIFY THAT THIS PLAN SHOWS THE UNIT DESIGNATION OF THE UNIT BEING CONVEYED AND OF IMMEDIATE ADJOINING UNITS,AND THAT IT ] ,D FULLY AND ACCURATELY DEPICTS THE LAYOUT OF THE UNIT,ITS LOCATION, DIMENSIONS,APPROXI ATE AREA,MAIN ENTRANCE AND IMMEDIATE COMMON A TO ICH IT S A AS BUILT. 09- 65-04;, William A.Yuhas, Re stered Architect Date: I UNIT PLAN FOR UNIT #8 SALEM COMMERCE PARK CONDOMINIUM 47`1783 (Paso 4 of 6) 96 SWAMPSCOTT ROAD,SALEM,MA 01970 southern 006E s 53 PMtriat UDEED pistry 9[2212 0 10 20 40 DATE: September 5,2DO6 Pagel of 1 i E la � l Q p CIO HE C Cj h cn cn LLI at 471783 (Page 6 of 5) Southern Essex Dlstriot Registry 9/22/2006 11:53 AM !!DEED iDOC UI"tENT NO._Y_,WW(F SALEM COMMERCE PARK CONDOMINIUM UNIT DEED GRANTOR: 96 Swampscott Road, LLC, a Massachusetts limited liability company, having an address at 5 Corn Point Road, Marblehead, MA 01945 GRANTEE: Groom Realty LLC, a Massachusetts limited liability company, having an address at 324 Essex Street, Swampscott, MA 01907 UNIT: 6 0 r o PERCENTAGE INTEREST: 13.1 / - ig (\ AREA: 21,870 sq. ft. - qU N 2 PARKING SPACES: 77 through 85, 86 through 95, and 98 through 113 s UNIT POST OFFICE ADDRESS: 96 Swampscott Road, Salem, Massachusetts 01970 CONSIDERATION: $1,125,000.00 0 0 U a GRANTOR, owner of the UNIT described above in SALEM COMMERCE PARK a CONDOMINIUM created by Master Deed dated April 24, 2006, and filed on April 27, 2006 with the Essex South Registry District of the Land Court as Document Number 466707, and noted on Certificate of Title Number C-205000, as amended by the First Amendment to the b Master Deed dated June 2, 2006, and filed on June 13, 2006, with said Registry District as Document Number 468416, in accordance with the provisions of G.L. c. 183A, grants the UNIT described above to GRANTEE with QUITCLAIM COVENANTS for the CONSIDERATION stated above. The UNIT contains the AREA listed above and is laid out as shown on a plan filed herewith, which is a copy of a portion of the plans filed with the Master Deed and to which is affixed a verified statement in the form provided for in G.L. c. 183A, Section 9. The UNIT is conveyed together with the above-listed PERCENTAGE INTEREST (a) in the common areas and facilities of the Condominium, as described in the Master Deed, and (b) in SALEM COMMERCE PARK CONDOMINIUM TRUST, under Declaration of Trust dated April 24, 2006, and filed with the Essex South Registry District of the Land Court as Document Number 466708 and noted on Certificate of Title Number C-205000. The UNIT is to be used in accordance with the Master Deed only for commercial purposes to the extent permitted from time to time under the Zoning Ordinance of the City of Salem (the "Zoning ,a, .� - FFFIOVED 10" 468688 (C206 000+) Btch:202396 Southern Eiiex District Reeictry Da 6 6116/2006 11:34 AM UDEED - 4N �Lo 6 �� I . Law"), including all special permits and variances granted thereunder, and for no other purpose. No Unit shall be used for the storage of hazardous materials of any kind except in accordance with all applicable laws and regulations. The UNIT is conveyed together with the right and easement to the exclusive use of the thirty-five (35) numbered PARKING SPACES stated above and shown on the Site Plan recorded with the Master Deed, for the purpose of parking legally registered cars and trucks in regular use by Unit Owners, their employees, customers, visitors, guests and invitees during the existence of the Condominium. Such parking rights may be transferred,but only among the Unit Owners or to the Condominium Trust, by instrument duly filed in the Registry District, and shall end upon the permanent withdrawal of the premises from condominium status. Such parking rights shall be subject to the provisions and limitations set forth in section 5.1 of the Master Deed. Any transfer of a parking space to other than the Condominium Trustees or a Unit Owner, or lease of a parking space to other than the Condominium Trustees or a Unit Owner, in each case shall be void. The GRANTEE acquires the UNIT with the benefit of, and subject to, the provisions of G.L. c. 183A, relating to condominiums, as that statute is written as of the date hereof and as it may hereafter be amended, the Master Deed and Condominium Trust referred to above and any by- laws and rules and regulations from time to time adopted thereunder, and all matters of record stated or referred to in the Master Deed as completely as if each were fully set forth herein; and subject to real estate taxes attributable to the UNIT which are not yet due and payable. EXECUTED UNDER SEAL this 1'4 day of June, 2006. 96 SWAMPSCOTT ROAD, LLC r By. / _ r J.Hili oc tt, Jr., Manager B?Josh Trt, ager WW - C is 468500 (Paso 2 of 5) Southern Essex District ResistrY 6!16/2008 11:34 RM UDEED THE COMMONWEALTH OF MASSACHUSETTS C Sgt j Suffbik, ss. On this 13"-day ofw� , 2006, before me, the undersigned notary public, personally appeared s u pk a``r, �j t", �f , Manager as aforesaid, proved to me through satisfactory evidence of identification, which was ❑ photographic identification with signatureissue by a federal or state governmental agency, ❑ oath or affirmation of a credible witness, [personal knowledge of the undersigned, to be the person whose name is signed on the preceding or attached document, and acknowledged to me that he signed it voluntarily for its stated purpose as Manager of 96 Swampscott Road, LLC, a Massachusettsli ' d liability company. Zors No Pub My commission expires: 6P�fpIM vQr 4fiB6BB (Page 3 of 5) Southern Essex District Registry 6/16/2006 11:34 AM UDEED � T L O 0 � W N U� UNIT#4 1 5 aoi UNIT uv�res LNRi3 UNIT#2 A f yw N a UNITA lNRMB UNIT#1 Nt N N7� BUILDING KEY PLAN lnsr LEGEND AND NOTES ® DEPICTS COMMON AREA m ED ARCH/r DEPICTS UNIT BOUNDARY d UNIT#6 ' DEPICTS MAIN ENTRANCE 21,870 GSF g 3\ No. 3386 N 1 a NARBLfH ," ARE FOOTAGES SHOWN ARE APPROXIMATE, O � EAp, g o MASS, h ROUNDED TO THE NEAREST WHOLE. a � J G R UNIT#8 �fi\TH OF MNSSpVC UNIT#6, PLAN CERTIFICATKNr .. . I HEREBY CERTIFY THAT THIS'PLAWWASPREPARED IN CONFORMITY WITH THE RULES AND REGULATIO.NSOFTHE VGIS PY OF DEEDS OF - THE COMMONWEALTH OF MASSACHUSETTS. 3 I HEREBY CERTIFY THAT TAS PLAID SHOWS THE UNITDESIGNATION'OF"rHE UNIT BEING CONVEYED AND OF IMMEDIATE ADJONNG UNITS,,yNQTHAT IT FLLLY AND ACCURATELY DEPICTS THE LAYOUT OF THE UNIT,ITS LOCATION, DIMENSIONS,APPROXIMATE ARM MAIN ENTRANCE AND IMMEDIATE COMMON AREA TO PH IT HAS C S BUILT. 06, 07. O6 William A.Yuhas, Re ' tered Architect Date: UNIT#7 UNIT PLAN FOR UNIT #6 SALEM COMMERCE PARK CONDOMINIUM 96 SWAMPSCOTT ROAD,SALEM,MA 01970 0, 15 30 601 1-� u DATE: Je 6,2005 Page 1 of 1 00 � 00 0 �a CO CO o w � o O ZZ �cd W � Cml F- w C9 w w U J y W12 O w 466568 ssaga 5 tr 6) \ Southern1161200 Essex District Registry 6!16/2008 11:34 AM IIDEED ` 'ON 1N=vv w� 4°70288 SALEM COMMERCE PARS{ CONDOMINIUM UNIT DEED GRANTOR: 96 Swampscott Road, LLC, a Massachusetts limited liability company, having an address at 5 Corn Point Road, Marblehead, MA 01945 GRANTEE: Swampscott Road Associates LLC, a Massachusetts limited liability company with a principal place of business at 168 Broad Street, Lynn, MA 01901 01 s UNIT: 10 'q 013 LLj A ¢ PERCENTAGE INTEREST: 4.5% g s AREA: 7,531 sq. ft. PARKING SPACES: 36, 37, 38, 39, 40, 41,42 p W E UNIT POST OFFICE ADDRESS: 96 Swampscott Load, Salem, Massachusetts 01970 a CONSIDERATION: $456,400.00 a 0 U a GRANTOR, owner of the UNIT described above in SALEM COMMERCE PARK vi CONDOMINIUM created by Master Deed dated April 24, 2006, and filed on April 27, 2006 with the Essex South Registry District of the Land Court as Document Number 466707, and noted on Certificate of Title Number C-205000, as amended by the First Amendment to the b Master Deed dated June 2, 2006 and filed on June 13, 2006 with said Registry District as Document Number 468416, and as further amended by the Second Amendment to the Master a Deed dated August 1, 2006 and filed on with said Registry District as Document o Number in accordance with the provisions of G.L. c. 183A, grants the UNIT to w GRANTEE with QUITCLAIM COVENANTS for the CONSIDERATION stated above. The UNIT contains the AREA listed above and is laid out as shown on a plan filed herewith, which is a copy of a portion of the plans filed with the Master Deed and to which is affixed a verified statement in the form provided for in G.L. c. 183A,Section 9. The UNIT is conveyed together with the above-listed PERCENTAGE INTEREST (a) in the common areas and facilities of the Condominium, as described in the Master Deed, and (b) in SALEM COMMERCE PARK CONDOMINIUM TRUST, under Declaration of Trust dated April 24, 2006, and filed with the Essex South Registry District of the Land Court as Document Number 466708 and noted on Certificate of Title Number C-205000. . ,PRI10VED FOR 1461111 III IIIIII 13` TMC- � II III IIIIIIIII�IIII -� �``� �� ` 470288 (C206 000+) Sioh:204077 Southern Essex District Registry /4/2006 10:57 RM 8UDEED The UNIT is to be used in accordance with the Master Deed only for commercial purposes to the extent permitted from time to time under the Zoning Ordinance of the City of Salem(the "Zoning Law"), including all special permits and variances granted thereunder, and for no other purpose. No Unit shall be used for the storage of hazardous materials of any kind except in accordance with all applicable laws and regulations. The UNIT is conveyed together with the right and easement to the exclusive use of the PARKING SPACES stated above and shown on the Site Plan recorded with the Master Deed, for the purpose of parking legally registered cars and trucks in regular use by Unit Owners, their employees, customers, visitors, guests and invitees during the existence of the Condominium. Such parking rights may be transferred,but only among the Unit Owners or to the Condominium Trust, by instrument duly filed in the Registry District, and shall end upon the permanent withdrawal of the premises from condominium status. Such parking rights shall be subject to the provisions and limitations set forth in section 5.1 of the Master Deed. Any transfer of a parking space to other than the Condominium Trustees or a Unit Owner, or lease of a parking space to other than the Condominium Trustees or a Unit Owner, in each case shall be void. The GRANTEE acquires the UNIT with the benefit of, and subject to, the provisions of G.L. c. 183A, relating to condominiums, as that statute is written as of the date hereof and as it may hereafter be amended, the Master Deed and Condominium Trust referred to above and any by- laws and rules and regulations from time to time adopted thereunder, and all matters of record stated or referred to in the Master Deed as completely as if each were fully set forth herein; and subject to real estate taxes attributable to the UNIT which are not yet due and payable. EXECUTED UNDER SEAL this 151 day of 2006. 96 SWAMPSCOTT ROAD,LLC %9� By: J. '1 ockett,Jr.,Manager By: Josq M. Thibert ager 470268 (page 2 01 51 Southern Distriot 814/2006 Ee:57 All UDEEDRee(etry I THE COMMONWEALTH OF MASSACHUSETTS + , ss. On this tj�- day of wi 2006, before me, the undersigned notary public, personally appeared r„sb r Managenas aforesaid, proved to me through satisfactory evidence of identification, which was ❑ photographic identification with signature issued by a federal or state governmental agency, ❑ oath or affirmation of a credible witness, personal knowledge of the undersigned, to be the person whose name is signed on the preceding or attached document, and acknowledged to me that he signed it voluntarily for its stated purpose as Manager of 96 Swampscott Road, LLC,a Massachu limited liability company. dC F ao,s Kotary u lic My commission expires: f IN �Q Ole,:. F N:Ole f k 470288 (Page 3 Of 5) Southern Essex District Registry 8/4/2006 10:57 RM UDEED Uric x4 LNCr#G WIT#B LIN IT#3 UNrr r2 LIN D/8 UNrr C7 UNIT t9 AlOT LN rr#1 BUILDING KEY PLAN UNIT #5 rA LEGEND AND NOTES �\S'k ED 'IR- ® DEPICTS COMMON AREA \vy`F,M A- & ,C, DEPICTS UNIT BOUNDARY No. 3386"'- MARBLEHEAD, 44DEPICTS MAIN ENTRANCE 3Q MASS. y 4- J SQUARE FOOTAGES SHOWN ARE APPROXIMATE, P tH OF 1*4 ROUNDED TO THE NEAREST WHOLE. UNIT #9 UNIT #10 UNIT #1 7,531 GSF UNrr#10, PLAN CERTIFICATION 9 I HEREBY CERTIFY THAT THIS RAN WAS PREPARED N CONFORMITY (18'$",TOP OF STEEL) g WITH THE RULES AND REGULATIONS OF THE REGISTRY OF DEEDS OF THE COMMONWEALTH OF MASSACHUSETTS. I HEREBY CERTIFY THAT THIS PLAN SHOWS THE UNIT DESIGNATION OF THE UNIT BEING CONVEYED AND OF IMMEDIATE ADJOINING UNITS,AND THAT IT FULLY AND ACCURATE1-Y DEPICTS THE LAYOUT OF THE UNIT,ITS LOCATIDN, DIMENSIONS,APPROXIMATE AREA,MAIN ENTRANCE AND IMMEDIATE COMMON 753" AR �T{(O -.I.I.CgIi(Ij%H ACCESS,AS BUILT. m mP P^0 o;m 75-0William A.Y4, Registered Architect Date: AL - m UNIT PLAN FOR UNIT #10 3 P SALEM COMMERCE PARK CONDOMINIUM M 12 16 96 SWAMPSCOTT ROAD,SALEK MA 01970 m m 0 10 20 40 1--J----L 1 DATE: July 31,2006 Page 1 of 1 i I U l V Cl � (� �\ >- d tr \J U O v UJ O I O z Z S co O ZO= cgi W CO LU'GO Z) � O co W 470268 (Papp 5 0! 57 Southern Esnox DI.trict Registry 6/4/2006 10:57 AM UDEED f _ City of Salem Tax Increment Financing Agreements (TIFs) Current Certified Projects (FY06) Term Full-Time Permanent Jobs Private Investment Value of Property Local Property Taxes Project Name Date Certified/ Description (Company Name) Total Total Value Prior Ex ected Base Tax Bill Expected Status Address Length of TIF (Percent of Taxes Paid Each Year) Expect to p before Annual Taxes Begins Expires Retained Create Created Expected Invested to Project Value after Project after TIF To Date To Date Investment TIF Expires Investment Expires Thermal Circuits State and city tax incentives helped in In year 11 of 11; One Technology Way March 1995 July 1, 1995 June 30, 2006 the relocation of the business and Exceeded expected Salem, MA 01970 9 year TIF (FY96) (FY06) development of a site at the industrial 81 110 125 $1,170,000 $4,071,181 $47,000 $1,400,000 $1,551/yr $46,200/yr private investment by park on Technology Way. nearly$3 million and (0-0-12.5-25-37.5-50-62.5-75-87.5) expected job creation State and local tax benefits assisted in In year 5 of 9; the development of a new facility and Retained 80 jobs in Salem Glass Company July 1,2001 June 30,2010 strengthened the industrial presence in Salem,exceeded job 3 Technology Way June 2001 (FY02) (FY10) Salem's industrial ark on Technology 80 15 17 9 year TIF P 9Y $4,495,000 $5,025,716 $930,000 $3,350,000 $27,556/yr $99,261/yr creation expectation, Salem, MA 01970 Way. The project retained important and exceeded manufacturing jobs in Salem. - expected private (0-0-12.5-25-37.5-50-62.5-75-87.5) investment Pickering Wharf Hotel State and local tax benefits will assist (Pickering Wharf Realty the construction of a hotel and Realty Trust) June July 1, 2004 lune 30, 2015 Current report to 190 Pleasant Street � 12 yearar TI TlF2 (FY05) (FY15) retail space expanding the tax base, NA 45 NA $4,500,000 NA $332,300 $3,873,400 $11,464 $185,121/yr state not received Marblehead, MA 01945 providing a number of new jobs. (0-0-0-0-0-10-10-10-20-40-60-80) Total represents figures from the date the TIP period began through June 30,2006 (FY06)which is the most recent report from the State. 2 The City of Salem TIF Authority expires June 30,2015 (FYI 5). The TIF began the year following the CO being issued on the project,which was FY05. THE EDIP IN SALEM Certified Project Description Jobs Tax Benefits Revenue Im act This Salem manufacturer of heaters and Value added to tax rolls: heater assemblies sought to relocate from its The company received a Jobs retained: 85 $1,353,OOOTaxes paid during Thermal Circuits antiquated plant at Jefferson Avenue. Jobs created:The 9-year TIF deal that ,355 March 1995 City offered tax incentives, grants and loans a over saved an estimated Annual tax bill after TIF deal: $147after TIF to make building a plant in Salem the next 3 years $245,570. economically feasible. expires: $46,2000 This Salem maker of wire harnesses and wire the company received a Value added to tax rolls: New England Wire assemblies sought assistance in relocating Jobs retained: 16 5-year TIF deal that $150,000 Taxes Assemblies from Goodhue St., where they leased, to a Jobs created: 18 to 30 saved an estimated paid during TIF deal: $38, 775 December 1995 vacant property on Jackson St., which they over 5 years $14,850. Annual tax bill after TIF bought. expires: $10,725 The City used tax incentives to recruit the the company received a Valued added to tax rolls: Ninety-Nine West restaurant operator to 15 Bridge St., the 5-year TIF deal that $340,000 Taxes paid February 1996 blighted and abandoned site of the former Jobs created: 94 saved an estimated during TIF deal: $38, 775 Hong Kong restaurant. $28,050. Annual tax bill after TIF expires: $10,725 Project certification allows the company to G & M Rossi CO. (d/b/a Value asses to tax rolls: take advantage of state tax credits, which will The company received a O'Rourke Bros. prove more valuable than the small tax deal Jobs retained: 8 5-year TIF deal that $403000 Taxes Memorials and Absolute Jobs created: 9 over 5 paid during TIF deal: $34,631 that the City offered. Company officials will saved an estimated Environmental) build an addition to the property at 73 North years $3,320 Annual tax bill after TIF deal July 1996 Street. expires: $7,590 Heritage Museum Realty The combination of state and local tax Value added to tax rolls: $1.4 Trust (developers of benefits assisted with the exterior and interior Jobs retained: 150 The company received a m (approx). Taxes paid Museum Place) renovations and allow the mall owners to Jobs created: 5 over 5 5-year TIF deal, saving during TIF deal: $343,247 November 1996 direct resources toward tenant improvments. years an estimated$170,123 Annual tax bill after TIF deal expires: $102,690 Pickering Wharf Realty Jobs created: 45 12-year TIF Trust River Wharf Realty Trust/Bioengineering Jobs retained: 5 5-year TIF GroupJobs created: 15 Salem Glass Company Jobs retained: 80 9-year TIF Jobs created: 15 96 SWAMPSCOTT ROAD Purchased: February 10, 2006 - 96 Swampscott Road LLC Master Deed Filed: April 27, 2006 Unit#8 purchased: September 22, 2006 FY 2006 Assessed Value: $6,789,900 Total tax on building: $144,828 Total building square footage: 166,910 Total FY06 assessment/sf: $40.68/sf Possible apportionment of taxes FY06 by owner of record Unit #8 square footage: 31 ,366 Total FY06 assessment#8: $1 ,275,969 Total tax: $27,216 Per diem rate: $74.57/day Owned 281 days of FY06: $20,953 total tax (Assessment date for Condo land use: January 1 ,2007 for FY2008. Apportionment pro forma as condo -first two preliminary bills of FY2008 based on purchase price) EQUITABLE APPORTIONMENT SCENARIO (BY SQUARE FOOT) OF REAL ESTATE TAXES FOR 96 SWAMPSCOTT ROAD FOR FISCAL YEAR 2006 - $6,789,900 AV UNIT SF Ca $40.68ISF VALUE FY06 TOTAL TAX PER DIEM #1 22,250 $ 905,130 $19,306.42 52.90 #2 11 ,130 $ 452,760 $ 9,657.37 26.46 #3 11 ,130 $ 452,760 $ 9,357.37 26.46 #4 11 ,130 $ 452,760 $ 9,357.37 26.46 #5 31 ,366 $1 ,275,969 $27,216.42 74.56 #6 21 ,870 $ 889,672 $ 18,976.67 51 .99 VNM #7 10,933 $ 444,754 $ 9,486.60 25.99 #8 31 ,366 $1 ,275,969 $27,216.42 74.57-Doylk #9 8,100 $ 329,508 $7,029.94 19.26 #10 7,531 $ 306,361 $6,635.68 18.18 f,6vo41/ Per diem rate could be used by owner of record and new owner to calculate tax apportionment in first fiscal cycle. 10CUMENT Na. A FIRST AMENDMENT TO MASTER DEED OF 8� SALEM COMMERCE PARK CONDOMINIUM Modifying Existing Unit 6 and Creating New Units 7 and 8 96 Swampscott Road, LLC, a Massachusetts limited liability company, having an address at 5 Com Point Road, Marblehead, MA 01945 (the "Declarant"), Declarant- of Salem Commerce Park Condominium (the _ "Condominium"), located at 96 Swampscott Road,Salem,Massachusetts 01970,created by Master Deed dated April 24,2006, and filed on April 27,2006 with the Essex South Registry District of the Land Court as Document Number - 466707,and noted on Certificate of Title Number C-205000,pursuant to Sections 6.1 and 7.1 of the Master Deed,as Declarant and sole owner of existing Unit 6 in the Condominium,hereby amends the Master Deed for the purpose of subdividing said Unit 6 into Units 6,7 and 8,and to that end amends the Master Deed as follows: I. The fust sentence of Section 3 is hereby amended and restated as follows: Section 3. Description of Building. There is, on the land described on Exhibit A, one building (the "Building")presently containing eight(8)units(the "Units"). j o rn II. Section 4 is herby amended by restating the fust sentence thereof as follows: 0 Section 4. Floor Plans: Designation of Units and Unit Boundaries. The following plans of the Building, showing the layout, location,unit designation and dimensions of the Units as built, stating that the Building has no name and bearing the verified statement of a registered architect certifying that the plans fully and 2 accurately depict the same, captioned "FLOOR PLAN CERTIFICATION, SALEM COMMERCE PARK �5 CONDOMINIUM, 96 SWAMPSCOTT ROAD, SALEM, MA 01970" dated April 5, 2006 and revised r May 25, 2006, prepared by William A. Yuhas, Registered Architect (the "Plans"), and the site plan dated April 21, 2006, titled "SITE PLAN OF LAND, 96 SWAMPSCOTT ROAD, SALEM, PREPARED FOR r SALEM COMMERCE PARK CONDOMINIUM", Scale 1"-40', prepared by North Shore Survey oCorporation, 14 Brown Street, Salem, MA (the "Site Plan"), are filed with and as a part of this Master Deed,as amended. 0 i 0 U III. Section 4 is further amended by restating the sentence "In addition, Units 1, 2, 3 and 4 have access to the 3 common hallway shown on the plans."as follows: e � In addition,Units 1, 2,3,4, 5 and 8 have access to the common hallway shown on the Plans. IV. Section 5 of the Master Deed is hereby amended by adding at the end thereof the following single sentence paragraph: m o There is appurtenant to Unit 7 the exclusive right and easement to use the entrance area and improvements n, shown on the Plans as"EXCLUSIVE USE OF UNIT#7". V. Amended Floor Plans: In accordance with Section 6.1 of the Master Deed, there is filed herewith a revised Floor Plan of the Building and Building Section, showing the layout, location, unit designation and dimensions of the Units as built, stating that the Building has no name and bearing the verified statement of a registeredarchitect certifying that the plans fully and accurately depict the same,captioned"FLOOR PLAN CERTIFICATION, SALEM COMMERCE PARK CONDOMINIUM,96 SWAMPSCOTT ROAD,SALEM,MA 01970"dated April 5,2006 and revised May 25,2006,prepared by William A. Yuhas,Registered Architect. - 1 468416 (G205 000)I IIIIIIIIIIII VIII III Btoh:202248 Southern Essex District Registry 8713/2008 3:13:00 PN AMEND r f - VI. Exhibit B to the Master Deed is hereby amended and restated as attached hereto and incorporated herein by reference. EXECUTED UNDER SEAL this 9nd day of 2006. DECLARANT: 96S ROAD,LLC By: J. I oc ett,Jr.,Manager By: Jos t M.Thibert,M er THE COMMONWEALTH OF MASSACHUSETTS ss. On thiso2A4-day of 2006,before me,the undersigned notary public,personally appeared J.Hilary Rockett,Jr., proved to me tbAgh satisfactory evidence of identification,which was ❑ photographic identification with signature issued by a federal or state governmental agency, ❑ oath or affirmation of a credible witness, [3-'� personal knowledge of the undersigned, to be the person whose name is signed on the preceding or attached document,and acknowledged to me that he signed it voluntarily for its stated purpose as manager of 96 Swampscott Road,LLC. No Public My commission expires: i i 468418 (Page 2 of 4) 2_ southern Ease, District Registry _ 6/13/2006 3:13:00 PM AMEND I __ AMENDED AND RESTATED _ w EXHIBIT'B" 00 SALEM COMMERCE PARK CONDOMINrUM +iy" Description of Units Unit Designations of the Units in the Condominium, location,the Approximate Area of each Unit,and the percentage interests of the Units in the Common Areas and Facilities,are as follows: Unit Designation Location Approximate Area in Square Feet Percentage Interest 1 First Floor 22,250. 13.3 2 First Floor 11,130 6.7 3 First Floor 11,130 6.7 4 First Floor 11,130 6.7 5 First Floor 31,470 18.9 6 First Floor 21,870 13.1 7 First Floor 10,933 6.5 8 First Floor 46,997 28.1 TOTAL: 166,910 100% I 468416 (Page 3 0/ 4) _ Southern Essex District Registry 1 6/13/2006 3:13:00 PM AMEND _3 _ -- ,nrt iMENTN0. 468416 \YS� Q'm-��1�111eY1,� ESSEX SOUTH REGISTRY DISTRICT JUN 13 2006 NA RECEIVED21 O'CLOC413M P =p REGISTFAT,ONK� C. W � C�.pS VVV m •v 41 Xtl 0 O 0 A b L O q 3 '�+ O A D ...r 3 ma zm oa hOCUMENT Nc?. 7' p SALEM COMMERCE PARK CONDOMINIUM TRUST DECLARATION OF TRUST DECLARATION OF TRUST made this?/y 1—day of April, 2006 at Suffolk County, Massachusetts by J.Hilary Rockett, Jr. and Joseph M. Thibert(hereinafter called the Trustees, which term and any pronoun referring thereto shall be deemed to include their successors in trust hereunder and to mean the Trustee or the Trustees for the time being hereunder wherever the context so permits) and to be filed with the South Registry District of Essex County (the "Registry District"). J. Hilary Rockett, Jr. has an address at 5 Com Point Road, Marblehead, Massachusetts, 01945, and Joseph M. Thibert has an address at 49 Norman Street, Marblehead, Massachusetts, 01945. ARTICLE I NAME OFTRUSZ _ The Trust hereby created shall be known as Salem Commerce Park Condominium Trust, and under that name, so far as legal, convenient and practicable, shall all Trust business be conducted and all instruments binding the Trust be executed. ARTICLE H THE TRUST PURPOSES Section 2.1 Unit Owners'Organization All of the rights and powers in and with respect to the common areas and facilities of Salem Commerce Park Condominium (the "Condominium") established by Master Deed filed herewith(the"Master Deed")which are,by virtue of Massachusetts General Laws,Chapter 183A("Chapter 183A"), conferred upon or exercisable by the organization of Unit Owners of the Condominium, and all property, real and personal, tangible and intangible, conveyed to the Trustees hereunder shall vest in the Trustees as joint tenants with right of survivorship as Trustees of this Trust, in trust, to exercise, manage, administer and dispose of the same and to receive the income thereof for the benefit of the owners of record from time to time of the Units of the Condominium(hereinafter referred to as the beneficial interest) set forth in Article IV hereof and in accordance with the provisions of section 10 of Chapter 183A for the purposes therein set forth. Section 2.2 No Partnership It is hereby declared that a trust and not a partnership has been created and that the Unit Owners are beneficiaries, and not partners or associates nor in any other relation whatever between themselves with respect to the Trust property, and hold no relation to the Trustees other than of beneficiaries, with only such rights as are conferred upon them as such beneficiaries hereunder and under and pursuant to the provisions of Chapter 183A. ARTICLE III THE TRUSTEES_ Section 3.1 Number Designation and Acceptance of Trustees: Declaranfs Rights to Designate Trustees _ There shall at all times be Trustees consisting of such number,not less than one, as shall result from the designation of Trustees by the Unit Owners appearing of record in the Registry District as set forth in this Section 3.1. From time to time, the owner(s) of each Unit may designate one Trustee, which Trustee shall be a natural person. All owners of the Unit appearing of record in the Registry District shall act unanimously in making any such designation. Any such designation shall become effective upon filing with the Registry District an instrument of designation and acceptance executed by all such Unit Owners making the designation and indicating by that person's signature the acceptance of the person so designated to act as Trustee and including a certification by those Unit Owners that written notification of the designation has been given to the other Unit Owners and to each Trustee,and such person E -1- 466708 (C206 II00e+) Bteh:200648i Southern Essex District ResistrY 4/27/2006 10:30 RM DOLN (� I f f shall then be a Trustee and shall be vested with the title of the trust property jointly with the remaining or surviving Trustees or Trustee without the necessity of any act of transfer or conveyance. The same person may be designated a Trustee by the owner(s)of more than one Unit. Notwithstanding anything to the contrary in this Trust, until (i) 120 days after the declarant of the Condominium or any successor to the declarant's interest in the Condominium(the"Declarant"),no longer owns any Units in the Condominium or(ii) three (3)years from the date of filing of the first Unit Deed of the Condominium, whichever first occurs(the "Turnover Event"), there shall be not more than two (2)Trustees and the Declarant(and not the other Unit Owners)shall be entitled to designate,remove and re-designate each of those Trustees,as follows: At the first annual or special meeting of Unit Owners following expiration of the Declarant's right to designate, remove and redesignate Trustees as aforesaid, the Declarant shall cause such Trustees to resign or shall remove such Trustees,in order that the Unit Owners may designate Trustees as aforesaid. Notwithstanding anything to the contrary in this Trust, while the Declarant is entitled to designate any Trustee, any vacancy resulting from expiration of term,resignation,removal or death of a Trustee designated by the Declarant may only be filled by an instrument executed by the Declarant and filed with the Registry District stating the new Trustee's time and business address and that such Trustee is being so designated, and containing the Trustee's acceptance of designation duly acknowledged. The Declaranfs rights under this Section 3.1 shall inure to the benefit of any successor to the Declamnt's interest in the Condominium. Section 3.1.1 Trustees'Term of Office Each Trustee shall hold office until his or her respective successor shall have been designated by the Unit Owner(s) so entitled and such designation shall have been filed with the Registry District,or until such Trustee sooner resigns,is removed or dies. Unless a contrary intent appears from the records of the Registry District, a Trustee shall be deemed removed from representation of a Unit upon filing of a Unit Deed for that Unit signed by the persons who designated the Trustee to represent that Unit. The failure of any Unit Owner(s) to designate a Trustee shall not in any manner impair full exercise of the Trustees'powers, discretions and duties by the Trustees,or Trustee if there be only one,then in office. Section 3.2 Trustee Action In any matter relating to the administration of the trust hereunder and the exercise of the powers hereby conferred,the Trustees shall act by majority vote at any duly called meeting at which a quorum, as defined in Section 5.9.1, is present. The Trustees may act without a meeting in any case by unanimous written consent and in cases requiring,in the sole judgment of a majority of the Trustees, response to an emergency by majority written consent. Section 3.3 Resienation and Removal Any Trustee may resign at any time by instrument signed and duly acknowledged by that Trustee. Any Trustee may be removed from office,with or without cause,by all owners of the Unit(s)which designated that Trustee. A Trustee designated by the owners of more than one Unit may be removed from representation of any one or more of the Units which designated that Trustee'while continuing as Trustee for the owners of other Units who so designated him or her. Removals shall be effected by an instrument stating the fact of removal signed by all owners of the Unit(s)malting the removal which shall include a certification that the Trustee being removed has been so notified. Removals may be made regardless of whether another person is being designated Trustee by the Unit(s) effecting such removal. All such actions shall be effective upon filing with the Registry District. Section 3.4 Bond or Surety Except as may be required under Section 5.8.1,no Trustee,whether an original or successor Trustee, shall be obliged to give any bond or surety or other security for the performance of any of his or her duties hereunder, provided, however, that the Unit Owners by majority vote may at any time upon written notice to the Trustee(s)affected require that any one or more of the Trustees shall give bond in such amount and with such sureties as shall be specified in such instrument. All expenses incident to any such bond shall be a common expense of the Condominium. Section 3.5 Compensation of Trustees No Trustee shall receive any compensation solely for acting as a Trustee. With the approval of a majority of the Unit Owners, each Trustee may receive such reasonable remuneration for extraordinary or unusual services,legal or otherwise,rendered by him or her in connection with this -2- 466708 (Page 2 of 21) Southern Essex Distriot Registry 4/27/2006 10:30 AM DCLN Trust, all as shall be from time to time fixed and determined by the Trustees, and such remuneration shall be a common expense of the Condominium. No compensation may be voted for any Trustees designated by a Unit owned by the Declarant. Section 3.6 No Personal Liability No Trustee shall under any circumstances or in any event be held liable or accountable out of his or her personal assets or be deprived of compensation by reason of any action taken,suffered or omitted in good faith in the reasonable belief that the action was in the best interests of this Trust or of the condominium. Section 3.7 Trustees May Deal with the Condominium No Trustee shall be disqualified by his or her office from contracting or dealing with the Trustees or with one or more Unit Owners (whether directly or indirectly because of his or her interest individually or the Trustees' interest or any Unit Owner's interest in any corporation, firm, trust or other organization connected with such contracting or dealing or because of any other reason) as vendor, purchaser or otherwise, nor shall any such dealing, contract or arrangement entered into in respect of this Trust in which any Trustee shall be interested in any way be avoided nor shall any Trustee so dealing or contracting or being so interested be liable to account for any profit realized by any such dealing, contract or arrangement by reason of such Trustee's holding office or of the fiduciary relation hereby established,provided the Trustee shall act in good faith and shall disclose the nature of his or her interest before entering into the dealing, contract or 10 arrangement. Section 3.8 Indemnity of Trustees Each Trustee shall be entitled to indemnity both out of the Trust property and by the Unit Owners against any liability including, without limitation, liabilities in contract and in tort and liabilities for damages,penalties and fines incurred by them or any of them in the execution hereof and performance of their obligations hereunder unless the Trustee shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that the action was in the best interests of this Trust; and, acting by majority, the Trustees may purchase as a common expense of the Condominium,such insurance against such liability as they shall determine is reasonable and necessary. All Owners of each Unit shall be personally and jointly and severally liable for all sums lawfully assessed for their proportionate share(according to beneficial interest)of the common expenses of the Condominium and for their proportionate share (according to beneficial interest) of any claims involving the Trust property in excess thereof, all as provided in Sections 6 and 13 of Chapter 183A. Nothing in this paragraph shall be deemed to limit in any respect the powers granted to the Trustees in this Declaration of Trust. _ ARTICLE IV THE BENEFICIARIES Section 4.1 The Beneficiaries and Their Beneficial Interest The beneficiaries.of this Trust shall be the Unit ._ Owners of Salem Commerce Park Condominium from time to time. The beneficial interest in this Trust shall be divided among the Unit Owners in the percentage of undivided beneficial interest appertaining to the Units as stated in the Master Deed as amended from time to time. Section 4.2 Each Unit to Vote by One Person;Proxies;Unit Owner Defined The beneficial interest of each Unit of the Condominium shall be held and exercised as a unit and shall not be divided among the several owners of the Unit. To that end, whenever any Unit is owned of record by more than one person, the several owners of the Unit shall (a) determine and designate which one of such owners shall be authorized and entitled to cast votes, execute instruments and otherwise exercise the rights appertaining to the Unit under this Trust, and (b) notify the Trustees of such designation by a notice in writing signed by all of the record owners of such Unit. Any such designation shall take effect upon receipt by the Trustees and may be changed at any time and from time to time by notice as aforesaid. In the absence of any such notice of designation,the Trustees may designate any one such owner for such purposes. All rights of a Unit Owner under this Trust may be exercised by written proxy. The Trustees shall make any necessary determinations in their sole judgment as to the validity of proxies. A Unit Owner is any person holding any legal or beneficial interest in the fee of a Unit. t I _ r _3 466708 (Page 3 of 2[) F Southern E:sax District Regia try 4/2712006 10 M RM DCLN _ i ARTICLE V THE BY-LAWS The provisions of this Article V shall constitute the By-Laws of this Trust and the organization of Unit Owners established hereby: Section 5.1 Powers of the Trustees The Trustees shall have all the powers necessary for the administration of the offices of the Condominium and,acting by a majority,may do all things,subject to and in accordance with all applicable provisions of Chapter 183A and the Master Deed,necessary and convenient thereto,and,without limiting the generality of the foregoing, the Trustees may, with full power and uncontrolled discretion, at any time and from time to time and without the necessity of applying to any court or to the Unit Owners for leave so to do: (i) Retain the Trust property, or any part or parts thereof, in the same form or forms of investment in which received or acquired by them so far and so long as they shall think fit,without liability for any loss resulting therefrom; (ii) Sell, assign, convey, transfer, exchange and otherwise deal with or dispose of the Trust property, but not the whole thereof, free and discharged of any and all trusts, at public or private sale, to any person or persons for cash or on credit, and in such manner and on such restrictions, stipulations, agreements and reservations as they shall deem proper, including the power to take back mortgages to secure the whole or any part of the purchase price of any of the Trust property sold or transferred by them,and execute and deliver any deed or other instrument in connection with the foregoing; (iii) Purchase or otherwise acquire title to, and rent,mortgage, lease or hire from others for terms which may extend beyond the termination of this Trust, any property or rights to property, real or personal, including, without limitation, Units in the Condominium for use as offices and/or maintenance rooms by superintendents and management personnel, and to own, manage, use, mortgage, encumber and hold such property and rights; (iv) Borrow or in any other manner raise such sum or sums of money or other property as they shall deem advisable in any manner and on any terms, and evidence the same by notes, bonds, securities or other evidences of indebtedness,which may mature at a time or times even beyond the possible duration of this Trust,and execute and deliver any mortgage,pledge or other instrument to secure any such borrowing; (v) Enter into any arrangement for the use or occupation of the Trust property, or any part or parts thereof, including, without thereby limiting the generality of the foregoing, leases, subleases,easements, licenses or concessions, upon such terms and conditions and with such stipulations and agreements as they shall deem desirable,even if the same extend beyond the possible duration of this Trust; (vi) Invest and reinvest the Trust property,or any part or parts thereof,and from time to time,as often as they shall see fit, change investments, including investment in all types of securities and other property, of whatsoever nature and however denominated, all to such extent as to them shall seem proper, and without liability for loss even though such property or such investments shall be of a character or in an amount not customarily considered proper for the investment of trust funds or which does or may not produce income; (vii) Incur such liabilities, obligations and expenses and pay from the principal or the income of the Trust property in their hands all such sums as they shall deem necessary or proper for the furtherance of the purposes of this Trust; (viii) Determine whether receipt by them constitutes principal or income or surplus and allocate between principal and income and designate as capital or surplus any of the funds of the Trust; 466708 (Papa 4 of 21) tt -4- Southern Essex District Registry 412712006- 10:30 RM DDLN h (ix) Vote in such manner as they shall think fit any or all shares in any corporation or trust which shall be held as Trust property, and for that purpose give proxies to any person, persons or to one or more of their number,vote,waive any notice or otherwise act in respect of any such shares; (x) Deposit any funds of the Trust in any bank or trust company, and delegate to any one or more of their number, or to any other person or persons, the power to deposit, withdraw and draw checks on any funds of the Trust; (xi) Engage in such litigation in the name of and on behalf of the Trust as they deem necessary and proper to further the purposes of this Trust; (xii) Maintain such offices and other places of business as they shall deem necessary or proper and engage in business in Massachusetts or elsewhere; (xiii) Employ, appoint and remove such agents, managers, officers, board of managers, brokers, engineers, architects, employees, servants, assistants and counsel(which counsel may be a firm of which one or more of the Trustees are members) as they shall deem proper for the purchase, sale or management of the Trust property, or any part or parts thereof, or for conducting the business of the Trust, and may define their respective duties and fix and pay their compensation,and the Trustees shall not be answerable for the acts and defaults of any such person. The Trustees may delegate to any such agent, manager, officer, board, broker, engineer, architect, employee, servant, assistant or counsel any or all of their powers (including discretionary powers,except that the power to join in amending,altering,adding to,terminating or changing this Declaration of Trust and the trust hereby created shall not be delegated)all for such times and purposes as they shall deem proper. Without hereby limiting the generality of the foregoing,the Trustees may designate from their number a Chairman, a Treasurer, a Secretary, and such other officers as they deem fit, and may from time to time designate one or more of their own number to be the Managing Trustee or Managing Trustees for the management and administration of the Trust property and the business of the Trust,or any part or parts thereof; (xiv) Generally, in all matters not herein otherwise specified, control and do each and every thing necessary, suitable, convenient, or proper for the accomplishment of any of the purposes of the Trust or incidental to the powers herein or in said Chapter 183A, manage and dispose of the Trust property as if the Trustees were the absolute owners thereof and to do any and all acts, including the execution of any instruments,which by their performance thereof shall be shown to be in their judgment for the best interest of the Unit Owners. Section 5.2 Maintenance and Repair of Units The Unit Owners shall be responsible for the proper maintenance and repair of their respective Units and the maintenance, repair and replacement of utility fixtures serving the same, including, without limitation(and except as stated in the Master Deed to be part of the common areas and facilities of the Condominium), interior finish walls, ceilings, and floors; windows, and window trim; doors, door frames and interior door trim; plumbing and sanitary waste fixtures and fixtures for water and other utilities; electrical fixtures and outlets; and all wires,pipes, drains and conduits for water, sewerage, electric power and light, telephone and any other utility services which are contained in and serve such Unit, and all accessory equipment servicing a single Unit that is located outside the Building upon the grounds or the roof pursuant to Section 5.2 of the Master Deed. If the Trustees shall at any time in their reasonable judgment determine that the interior of any Unit is in such need of maintenance or repair that the market value or reasonable enjoyment of one or more other Units is being adversely affected or that the condition of a Unit or fixtures, furnishings, facility or equipment serving a Unit is hazardous to any Unit or the occupants, the Trustees shall in writing request the Unit Owner to perform the needed maintenance, repair or replacement or to correct the hazardous condition, and in case such work shall not have been commenced within fifteen (15) days (or such reasonable shorter period in case of emergency as the Trustees shall determine) of such request and thereafter diligently brought to completion, the Trustees shall be entitled to have the work performed for the account of the Owner(s)of such Unit and to enter upon and have access to such Unit for that purpose. The reasonable cost of such work shall constitute alien upon such Unit and the Owner(s)of such Unit shall be personally and jointly and severally liable therefor. i 466708 (papa 5 of 21) ` Southern Essex f1triot Registry �.: 4/2712006 10:30 RM DCLN ' -5- - - - - - i f i Section 5.3.1 Maintenance Repair and Replacement of Common Areas and Facilities; Trustee Access to Units The Trustees shall be responsible for the proper maintenance, repair and replacement of the common areas and facilities of the Condominium (see Section 5.5 for specific provisions dealing with repairs and replacement necessitated because of casualty loss or condemnation), which may be done through the managing agent, as hereinafter provided, and any two Trustees (one if there then be only one in office) or the managing agent or any others who may be so designated by a majority of the Trustees may approve payment of vouchers for such work. The expenses of such maintenance, repair and replacement shall be assessed to the Unit Owners as common expenses of the Condominium at such times and in such amounts as provided in Section 5.4. The Trustees'decision that work on the common areas and facilities is in maintenance,repair or replacement, and not improvement, thereof shall be conclusive and binding on all Unit Owners unless shown to have been made in bad faith. The Trustees and their agents shall have access to each Unit from time to time during reasonable hours for the maintenance, repair or replacement of any of the common areas and facilities therein or accessible therefrom or for making emergency repairs therein necessary, in the Trustee's sole judgment, to prevent damage to the common areas and facilities or to another Unit or Units. Section 5.3.1.1 No Work Shall Jeopardize Building No work which would jeopardize the soundness or safety of the building shall be done in a Unit or in the common areas and facilities unless in every such case the unanimous written consent of all Unit Owners of the Condominium is fust obtained. Section 5.3.2 Connecting Units; Exclusive Use of Common Areas On application by the respective Unit Owners, the Trustees shall authorize that Units may be connected for the purpose of single occupancy and that for such purpose cuts be made in common walls or floors;provided,always,that the owner(s)of such Units shall do any work in connecting such Units at such owners'expense, in accordance with all applicable law(and, if the Trustees request, so certified to the Trustees who shall be entitled to rely thereon) and only in the manner prescribed by, and in accordance with plans and specifications approved by the Trustees. Any such authorization may in the Trustees' discretion be limited to periods during which the connected Units are in common ownership,but shall not otherwise be limited in time and shall inure to the benefit of subsequent owners and mortgagees who comply therewith. Any such authorization may be withheld or refused only if, in the Trustees'judgment the proposed work to connect the Units will adversely affect the structural integrity of the building or the proper functioning of the building service systems or other common areas and facilities or otherwise materially impair the common areas and facilities or the other Unit Owners'rights therein. Any such authorization shall be valid only if in writing signed by a majority of the Trustees then in office and unless otherwise stated therein shall become void unless the work to connect the Units shall be commenced within six months after the date of the authorization and completed within a reasonable time thereafter. At such time as connected Units are no longer occupied as a single Unit, or no longer in common ownership if such was a condition of the authorization to connect,the owner(s) of such Units shall promptly restore the common walls and/or floors between the Units at their expense and upon failure to do so,the Trustees then,or at any time thereafter, may perform or cause to be performed such work, in which event such Unit Owner(s) shall be personally and jointly and severally liable to the Trust for the cost of the work which, if not paid when demanded, shall constitute a lien on the Units in question pursuant to Chapter 183A, Section 6(c) in proportion to their respective common interests. Such lien shall be valid notwithstanding any conveyance of the Units,or any of them, out of common ownership prior to demand or any filing in the Registry District to enforce the lien. "Common ownership" shall mean that at least one person is a Unit Owner of each Unit connected. The Trustees may authorize that exclusive use of one or more common areas be assigned to one or more Units for such time and on such conditions as the Trustees may reasonably determine,which conditions may,without limitation, include a requirement that the Unit Owner(s)so benefited pay,as additional common expenses,such costs of said common areas and/or the reasonable leasehold value thereof as the Trustees from time to time may determine. The Trustees may specify, in a writing signed by a majority of the Trustees and filed with the Registry District, that such assignment of exclusive use of one or more common areas shall be of a limited duration or shall run with the title of the Unit so benefited. Such right shall, in any event, end upon the permanent withdrawal of the premises from condominium status. Unless otherwise provided in a writing signed by a majority of the Trustees and filed with the Registry District, such rights of exclusive use of common areas shall be personal to the Unit Owner(s) to whom granted and 488708 (Page8 of 21) Southern Essex District Registry ILL 4/27/2008 10:30 RM DCLN shall terminate when such Unit Owner(s) no longer own the Units so benefited. Any such authorization shall be valid only if in writing signed by a majority of the Trustees then in office. Upon termination of any such authorization, the owner(s) of such Units at their expense shall promptly restore any common walls and/or floors between the Units and common areas which have been modified, and upon failure to do so, the Trustees then,or at any time thereafter, may perform or cause to be performed such work, in which event such Unit Owners) shall be personally and jointly and severally liable to the Trust for the cost of the work which, if not paid when demanded, shall constitute a lien on the Units in question pursuant to Chapter 183A, Section 6(c) in proportion to their respective common interests. Such lien shall be valid notwithstanding any conveyance of the Units,or any of them, prior to demand or prior to any filing in the Registry District to enforce the lien. Section 5.4 Common Expense Funds Section 5.4.1 Liability for Common Expenses:Reserve Funds The Unit Owners shall be liable for common expenses and, subject to the Trustees'judgment as to reserve and contingent liability funds stated below, shall be entitled to the benefit of surplus accumulations, if any,of the Condominium in proportion to their beneficial interest in the Trust. The Trustees may from time to time in their sole discretion distribute surplus accumulations, if any, among the Unit Owners in such proportions. The Trustees shall, to the extent they deem advisable, set aside common funds for reserve or contingent liabilities,and may use the funds so set aside for reduction of indebtedness or other lawful capital purpose, or, subject to the provisions of the following Sections 5.4.2 and 5.4.4, for maintenance,repair,rebuilding or restoration of the Trust property or for improvements thereto,and the funds so set aside shall not be deemed to be common profits available for distribution. Common expenses shall be allocated to and assessed against all of the Units in the Condominium immediately upon the first sale of a Unit in the Condominium. Section 5.4.2 Assessment of Common Expenses:Taxes At least thirty(30)days prior to the commencement of each fiscal year of this Trust or as promptly thereafter as is reasonable, the Trustees shall estimate the common expenses expected to be incurred during the next fiscal year together with a reasonable provision for contingencies and an adequate reserve fund for maintenance, repair and replacement of the common areas and facilities, and after taking into account any undistributed surplus accumulations from prior years not set aside for reserve or contingent liabilities,shall determine the assessment to be made for the next fiscal year. During such time that real estate taxes (including betterment assessments) are assessed against the real property described in the Master Deed as one(or more)tax parcels,but not as condominium units, the Trustees may collect and expend, in the same manner as common expenses,all amounts necessary to pay such real estate taxes and betterment assessments for common benefit. Each Unit shall be assessed for such real estate taxes in proportion to its beneficial interest in the common areas and facilities of the condominium. The Trustees may collect the funds for such real estate taxes in lump sums or installments,using such procedure, including installment payments in advance, as they in their sole discretion shall determine and they may charge any penalties for late payment imposed by the municipal authorities to the Unit(s)responsible therefor. The Trustees shall promptly render statements to the Unit Owners for their respective shares of assessments, according to their beneficial interest in the common areas and facilities, and such assessment shall,unless otherwise provided therein, be due and payable within thirty (30) days after the same are rendered. In the event that the Trustees determine that the assessment so made for any fiscal year is less than the common expenses actually incurred for that year, or in the reasonable opinion of the Trustees likely to be incurred, the Trustees shall make supplemental or special assessment or assessments and render statements therefor in the manner aforesaid. The Trustees shall provide for payments of assessments in monthly or other regular installments. The amount of each such assessment shall be a personal liability of each person or entity who is a Unit Owner at the time of the assessment(and jointly and severally among the owners of each Unit)and,if not paid when due,or upon the expiration of such grace period as the Trustees may(but need not) designate, shall carry a late charge in such amount or at such rate (which amount or rate need not be in proportion to the beneficial interests in this Trust) as the Trustees shall determine and, together with any such late amount or charge and attorneys' fees and all other costs of collection as hereinafter provided, shall constitute a lien on the Unit pursuant to the provisions of section 6 of Chapter 183A. The Trustees in their sole discretion may for good cause waive all or any portion of the late ' -7- 466708 (Papa 7 of 21) Southern Essex District Registry 4/27/2006 10:30 RM DCLN charge, attorneys' fees and the other costs of collection; provided that Trustees shall be disqualified from voting regarding any such waiver with respect to any Unit owned or occupied by such Trustee. Each Unit Owner, by acceptance of a Unit Deed, agrees to pay all costs and expenses,including reasonable attorneys' fees,incurred by the Trustees in collection of said assessments for common expenses and enforcement of said lien. Section 5.4.3 Trustees Must Authorize Tax Abatement Applications No Unit Owner shall file an application for abatement of real estate taxes without the written approval of the Trustees,which approval shall not be unreasonably withheld or delayed. Section 5.4.4 Application of Common Funds The Trustees shall expend common funds only for the purposes permitted by this Trust and by Chapter 183A. Section 5.4.5 Notice of Default to Mortgagees Upon written request addressed to the Trustees by a fust mortgagee of any Unit,the Trustees shall notify such mortgagee of any default by the mortgagor of such Unit in the performance of the mortgagor's obligations under the Master Deed or this Declaration of Trust not cured within 60 days of default. Section 5.4.6 Centrally Metered Utilities To the extent that municipal water or any other utility service is or becomes centrally metered for the entire Building,and the Trustees determine,in their reasonable discretion,that the occupants of one or more of the Units,as defined in the Master Deed, are using or are engaged in a use which requires an amount of such service which substantially exceeds the amount routinely used by the occupants of other Units, the Trustees may require that the owners of each such Unit install a sub-meter in order to determine the actually amount of such service being used by that Unit,and the Trustees may,whether or not a sub-meter has been installed, impose reasonable charges (which charges may be based on estimates of usage and cost made from time to time by the Trustees) intended to approximate the cost allocable to such excess usage. Any sub-meter required by the Trustees shall be installed at the sole cost and expense of the owner of each Unit required by the Trustees to install a sub-meter. The purpose of this Section is to prevent the unreasonable subsidy of some Unit Owners by other Unit owners with respect to utility service charges, by requiring that Units which are used for purposes requiring the use of large amounts of such service pay their reasonable share thereof, over and above such Units' allocable percentage interest share of the bill for the entire Condominium. Section 5.5 Rebuilding and Restoration After Casualty:Improvements Section 5.5.1 Casualty Loss In the event of any casualty loss to the Condominium, the Trustees shall determine in their reasonable discretion whether or not such loss exceeds ten percent of the value of the Condominium immediately prior to the casualty, and shall notify all Unit Owners of such determination. If such loss as so determined does not exceed fifty percent of such value, the Trustees shall proceed with the necessary repairs, rebuilding or restoration. If such loss as so determined exceeds fifty percent of such value, the Trustees shall forthwith submit to all Unit Owners (a) a form of agreement (which may be in several counterparts) authorizing the Trustees to proceed with the necessary repair, rebuilding or restoration, and (b) the Trustees shall thereafter proceed in accordance with, and take such further action as they may in their discretion deem advisable in order to implement the provisions of paragraphs(b)(1)and(b)(2)of Section 17 of Chapter 183A. Section 5.5.2 Proposed Improvements If and whenever the Trustees shall propose to make any improvement to the common areas and facilities of the Condominium, or shall be requested in writing by the Unit Owners holding twenty-five percent or more of the beneficial interest in this Trust to make any such improvement, the Trustees shall submit to all Unit Owners (a) a form of agreement (which may be in several counterparts) specifying the improvement or improvements proposed to be made and the estimated cost thereof,and authorizing the Trustees to proceed to make the same, and(b) a copy of the provisions of section 18 of Chapter 183A. Upon receipt by the Trustees of such agreement signed by the Unit Owners holding seventy-five percent or more of the beneficial interest or the expiration of ninety days after such agreement was first submitted to the Unit Owners, whichever shall first occur, the Trustees shall notify all Unit Owners of the aggregate percentage of beneficial interest held by Unit Owners who have then signed such agreement. If such percentage exceeds seventy-five percent, the Trustees shall proceed to make the improvement or improvements specified in such agreement and, in accordance with Section 18 of Chapter 183A, shall charge the cost of improvement to all the Unit Owners. The -8- _ 466708 (Papa 8 of 21) �. southern Essex Dl stri of Registry f 4/27/2006 10:30 RM DCLN agreement so circulated may also provide for separate agreement by the Unit Owners that if more than fifty percent, but less than seventy-five percent of the beneficial interest so consent, the Trustees shall proceed to make such improvement or improvements and shall charge the same to the Unit Owners so consenting. Section 5.5.3 Arbitration of Disputed Tmstee Action Notwithstanding anything in Sections 5.5.1 and _ 5.5.2,in the event that any Unit Owner(s),by written notice to the Tnrstees,shall dissent from any determination of the Trustees with respect to the value of the Condominium or any other determination or action of the Trustees under this Section 5.5, and such dispute shall not be resolved within thirty days after such notice, then either the Trustees or the dissenting Unit Owners) shall submit the matter to arbitration. For that purpose, one arbitrator shall be designated by the Trustees, one by the dissenting Unit Owner(s) and a third by the two arbitrators so designated. Such arbitration shall be conducted in accordance with the rules and procedures of the American Arbitration Association and shall be binding upon all parties. The Trustees'decision that work constitutes a repair, rebuilding or restoration other than an improvement shall be conclusive and binding on all Unit Owners unless shown to have been made in bad faith. The Trustees shall in no event be obliged to proceed with any repair, rebuilding or restoration, or any improvement,unless and until they have received funds in an amount equal to the Trustees'estimate of all costs thereof. Section 5.5.4 Condemnation In the event of any condemnation of the Trust property, the Trustees shall estimate the cost of restoring what remains of the Trust property and shall notify all Unit Owners of such estimate. Until the Unit Owners instruct the Trustees otherwise by majority vote,the Trustees in their discretion may proceed with rebuilding and restoration of the remaining Trust property as far as practical to the condition and standards existing before the taking and the cost thereof shall be a common expense. Any award in connection with condemnation of Trust property shall be common funds and the Trustees shall have all power and authority to deal with all persons,including without limitation the taking authority,in connection therewith. The Condominium Trustees shall represent the Unit Owners in all proceedings, negotiations, settlements or agreements with the taking authority and any proceeds received from said authority shall be paid to the Condominium Trustees for the benefit of the Unit Owners and their mortgagees. From and after any condemnation which includes one or more Units or parts thereof, (i) the beneficial interests of the remaining Units, and the corresponding percentage interest of each as stated in the Master Deed, shall be in proportion to their original beneficial interests, with equitable adjustments based on diminution in fair market value as to any Unit partially taken, and (ii) those Units entirely taken shall have no beneficial interest hereunder nor any percentage interest under the Master Deed. Any award or portion thereof for taking of any Unit or portion thereof paid by the taking authority to the Trustees shall be paid to the Owners, mortgagees and other Gen holders of such Unit as their interests may appear. Section 5.6 Rules and Regulations The Trustees may from time to time adopt, amend and rescind reasonable rules and regulations governing the operation and use of the common areas and facilities, and such reasonable restrictions on and requirements respecting the use and maintenance of the Units and the use of the common areas and facilities as are consistent with the Master Deed and are designed to prevent unreasonable interference with the use by the Unit Owners of their Units and of the common areas and facilities,and after written notice thereof may implement such uniform remedies, including but not limited to fines, as the Trustees shall determine. Such rules and regulations may include, without limitation, administrative rules and regulations, policies and decisions reasonably intended to promote the harmonious and mutually beneficial use of the common areas of the Condominium including, but not limited to, methods, times and locations of delivery, customer parking,security,and special charges for use of quantities of utilities or services disproportionate to quantities used by other Unit Owners. The Trustees hereby adopt the initial Rules and Regulations annexed to this Declaration of Trust. Section 5.7 Managing Agent The Trustees may, at their discretion, appoint a manager or managing agent to administer the management and operation of the Condominium,including the incurring of expenses, the making of disbursements and the keeping of accounts,as the Trustees shall from time to time determine. The Trustees or such manager or managing agent may appoint,employ and remove such additional agents,attorneys,accountants or f{ employees as the Trustees shall determine. 466706 lease 9 0! 211 _9_ Southern Essex District Registry t[ 4/27/2006 10.30 RM DCLN I . Section 5.8 Insurance Section 5.8.1 Coverages The Trustees shall obtain and maintain,to the extent available at reasonable cost, in their name as insurance trustees for the Unit Owners,master policies of insurance of the following kinds insuring the interests of the Trust, the Trustees,all Unit Owners and their mortgagees as their interests may appear: A. Casualty Insurance Casualty and physical damage insurance on the buildings and all other insurable improvements forming part of the Condominium (including all of the common areas and facilities and all of the Units but excluding personal property, furnishings and equipment belonging to the Unit Owners), now existing or as they may from time to time be altered by amendment to the Master Deed, together with the service machinery, apparatus, equipment, personal property and supplies of the Condominium Trust, and installations located in the Condominium and existing for the provision of central services or for common use, in an amount not less than 1009/6 of their full replacement value (exclusive of land, footings, excavations, foundations and such other like items as are normally excluded from coverage), against(1) loss or damage by fire and other hazards covered by the standard extended coverage endorsement and the standard "all risk" endorsement, and (2) such other hazards and risks as the Trustees from time to time in their discretion shall determine to be appropriate, including but not limited to sprinkler leakage, vandalism, malicious mischief, windstorm and water damage. All policies of casualty and physical damage insurance may also include standard so-called "construction code endorsements" including, if available, a Demolition Cost Endorsement, Contingent Liability from Operation of Building Laws Endorsement, and Increased Cost of Construction Endorsement, or their equivalent and Replacement Cost,Inflation Guard and Agreed Amount endorsements or their equivalents. All policies of casualty and physical damage insurance shall provide (to the extent such clauses are reasonably obtainable) (1) that such policies may not be cancelled or substantially modified without at least thirty days'prior written notice to all of the insureds and each Unit mortgagee, and (2) that the coverage thereof shall not be terminated for nonpayment of premiums without thirty days'notice to all of the insureds and each Unit mortgagee. Certificates of such insurance and all renewals thereof, together with proof of payment of premiums, shall be delivered by the Trustees to Unit Owners and their mortgagees upon request at least ten days prior to the expiration of the then current policies. B. Public Liability Insurance Comprehensive public liability insurance including so-called "Broadening Endorsement" with Severability of Interest Endorsement or equivalent coverage covering all of the common areas and facilities and including protection against water damage liability, liability for non- owned and hired automobiles, liability for property of others, liability arising out of lawsuits relating to employment contracts to which the Trust is a party,and such other risks as are customarily covered in similar projects, in each instance to the extent applicable to the Condominium, in such amounts as shall be determined by the Trustees,covering the Trust, the Trustees, the Unit Owners and any manager or managing agent of the Condominium, with limits of not less than a single limit of$2,000,000 for claims for bodily injury or property damage arising out of one occurrence, and with an endorsement to cover liability of any insured to other insureds. Each such policy shall provide for at least 30 days'prior written notice to all of the insureds and each holder of a fust mortgage covering a Unit before any cancellation or substantial modification thereof by the insurer. C. Workman's Compensation and Employer's Liability Insurance. Workman's compensation and employer's liability insurance covering employees,if any,of the Trust. D. Fidelity Bonds Fidelity bonds or other like insurance to protect against dishonest acts on the part of persons responsible for handling funds belonging to or administered by the Condominium Trust. The fidelity bond or insurance shall name the Condominium Trust as named insured and shall be in an amount equal to the maximum amount of funds in the Trustees' custody at any one time but not less than the sum of three months' common expenses for the Condominium plus reserves. Such bond or insurance shall include within its coverage, by endorsement if necessary, those persons, including without limitation the Trustees, who serve the Trust without compensation. Each such policy shall provide for at least 30 days'prior written notice to all of the insureds and each holder of a first mortgage covering a unit before any cancellation or substantial modification thereof by the insurer. The requirements of this paragraph shall not restrict the _10- 466708 (Papa 10 of 21) Southern Essex District Registry 4/27/2006 10:30 RM DCLN Trustees from purchasing at common expense such further fidelity coverage or the like as they shall determine. E. Flood Insurance If any part of the Condominium building is located in a special flood hazard area designated by the Federal Emergency Management Agency, or its successor, under the National Flood Insurance Program, flood insurance covering the buildings and any other property located within such designated flood hazard area, in an amount at least equal to the lesser of(i) 100%of the current replacement cost of all buildings and other insurable property located in such flood hazard area, or (ii) the maximum coverage available for such buildings and property under the National Flood Insurance Program. F. Directors and Officers Liability Insurance In the Trustees' sole discretion, Directors and Officers Liability Insurance covering the Trustees and other Unit Owners participating in the governance of the Condominium. G. Other Insurance In the Trustees' sole discretion, such other insurance coverage as they shall deem desirable. Section 5.8.2 Payment to Trustees in Case of Loss Such master policies shall provide that all casualty loss proceeds thereunder shall be paid to the Trustees as insurance trustees under these by-laws. The duty of the Trustees as such insurance trustees shall be to receive such proceeds as are paid and to hold,use and disburse the same for the purposes stated in this Section and Section 5.5. If repair or restoration of the damaged portions of the Condominium is to be made, all insurance loss proceeds shall be held in shares for the Trust and the owners of damaged Units in proportion to the respective costs of repair or restoration of the common areas and facilities and the damaged Units, with each share to be disbursed to defray the respective costs of repair or restoration of the damaged common areas and facilities and the damaged Units, and with any excess of any such share of proceeds above such costs of repair or restoration to be paid to the Trust or Unit Owners for whom held upon completion of repair or restoration; but if pursuant to Section 5.5 restoration or repair is not to be made, all insurance loss proceeds shall be held as common funds of the Trust and applied for the benefit of Unit Owners in proportion to their beneficial interests in the Trust if the Condominium is totally destroyed, and, in the event of a partial destruction,after payment for such restoration of the common areas and facilities as the Trustees may determine,to those Unit Owners who have suffered damage in proportion to the damage suffered by them. Such application for the benefit of Unit Owners shall include payment directly to a Unit Owner's mortgagee if the mortgage with respect to such Unit so requires. Section 5.8.3 Other Provisions of Insurance Policies In addition to the coverage and provisions set forth in Section 5.8.1, the Trustees shall, in their discretion, see that all policies of physical damage insurance: (1) contain waivers of subrogation by the insurer as to claims against the Condominium, the Trustees, their employees, Unit Owners and their employees, except in cases of arson and fraud; (2) contain a waiver of defense of invalidity on account of the conduct of any of the Unit Owners over which the Trustees have no control; (3)provide that the policies shall be primary and that in no event shall the insurance under the policies be brought into contribution with insurance purchased individually by Unit Owners or their mortgagees; and (4) exclude policies obtained by individual Unit Owners from consideration under any"no other insurance" clause. The Trustees may include a deductible provision up to$5,000 in their own discretion and in such greater amounts as may be authorized by the owners of all Units in writing or by majority vote at any Unit Owners'meeting. Section 5.8.4 Unit Owner's Insurance Each.Unit Owner may (and is solely responsible to) obtain additional insurance for his or her own benefit, including without limitation personal property, furnishings and equipment,public liability and loss assessment insurance,at his or her own expense. No policy may be written so as to decrease the coverage under any of the master policies obtained by the Trustees and each Unit Owner hereby assigns to the Trustees the proceeds of any such policy to the extent that any such policy does in fact result in a decrease in such coverage,said proceeds to be applied pursuant to the terms of these Sections 5.8 as if produced by such coverage. Copies of all such policies (except policies covering only personal property of individual Unit Owners)shall be filed with the Trustees. 466706 (Page11 01 21) Southern Essex DIs tr lot Registry 11- 4/27/2006 10:30 RM DCLN r Section 5.8.5 Notice to Trustees of Unit Owner's Improvements' Hazardous Activity' Responsibility for Increase in Premiums of Master Policy Each Unit Owner shall notify the Trustees in writing of all improvements to his or her Unit(except personal property other than fixtures) which exceed a total value of Ten Thousand Dollars ($10,000.00) within twenty (20) days after the commencement of construction of such improvements and upon receipt of such notice, the Trustees shall notify the insurer under any policy obtained pursuant to Section 5.8.1 hereof of any such improvements. Any premium increase caused by such improvements may be assessed to the Owners of the improved Unit. No Unit Owner shall be entitled to receive insurance proceeds for the repair, restoration or rebuilding of any improvements not so reported to the Trustees, unless otherwise consented to by unanimous vote of the Trustees. In the event that any insurer under any master policy of insurance obtained by the Trustees determines that a Unit Owner is engaged in an extra-hazardous activity requiring the payment of an additional or increased premium, the Trustees in their reasonable discretion may require that such Unit Owner reimburse the Trustees for such premium increase arising out of such extra-hazardous activity. The purpose of this paragraph is to prevent the unreasonable subsidy of some Unit Owners by other Unit owners with respect to insurance coverage, by requiring that Units which are used for extra-hazardous activities pay the additional cost of insurance, over and above such Units' allocable percentage interest share of the bill for the entire Condominium. Section 5.8.6 Insurance a Common Expense The cost of the insurance purchased pursuant to Section 5.8 shall be a common expense assessable and payable as provided in Section 5.4. Section 5.9 Meetings Section 5.9.1 Meetings of Trustees The Trustees shall meet annually on the date of the annual meeting of the Unit Owners and at such meeting may elect a Chairman,Treasurer, Secretary and any other officers they deem expedient. Other meetings may be called by any Trustee (if there be no more than three then in office) or by any two Trustees(if there be more than three then in office)or by the Chairman, if any, and in such other manner as the Trustees may establish, provided however, that written notice of each meeting stating the place, day and hour thereof shall be given at least seven days before such meeting to each Trustee. A majority of the Trustees then in office shall constitute a quorum at all meetings. Such meetings shall be conducted in accordance with such rules as the Trustees may adopt. Section 5.9.1.1 Trustees' Votes: Maiority Vote Defined Each Trustee shall have a vote equal to the beneficial interest in this Trust of the Unit or Units designating such Trustee pursuant to Section 3.1. A"majority" or"majority vote" shall exist when the votes (by beneficial interest) in favor of a matter exceed 50%of the votes (by beneficial interest)of all Trustees then in office. Section 5.9.2 Meetings of Unit Owners There shall be an annual meeting of the Unit Owners on the first Tuesday in October in each year at 6:00 PM. (or on such other day and time at least once each calendar year as may be designated by the Trustees). Special meetings (including a meeting in lieu of a passed annual meeting) of the Unit Owners may be called at any time by the Trustees and shall be called by them for any purpose upon the written request of Unit Owners entitled to more than 33% of the beneficial interest of the Trust, or upon written request of any five Unit Owners if the purpose of the meeting is to fill vacancies in the Board of Trustees. Written notice of any meeting designating a reasonable place and the day and hour thereof shall be given by the Trustees to the Unit Owners at least seven days prior to the data so designated. Whenever at any meeting the Trustees propose to raise any matter requiring approval by the Unit Owners,the notice of the meeting shall identify such matter and the fact that Unit Owner approval therefor will be sought. Section 5.9.3. Ouorum of Unit Owners: Majority Vote of Unit Owners Defined: Unit Owner Action by Consent in Lieu of Meetings Unit Owners entitled to more than 50%of the beneficial interest of this Trust shall constitute a quorum at all meetings. "Majority" and "majority vote" of Unit Owners as used in this Trust shall mean the votes in person or by proxy at a duly noticed meeting of Unit Owners entitled to more than 50%of that portion of the beneficial interest represented in person or by proxy at any meeting at which a quorum is present at the commencement of the meeting or such larger portion of the beneficial interest represented at the time of the vote. All actions by the Unit Owners shall require a majority vote except where the provisions of this Trust or . ' I iI F -12- 466708 (Page 12 of 2U !. Southern Esse% District Registry 4/27/2006 10:30 RM DCLN i. Chapter 183A require a larger percentage. The Unit Owners may take any action requiring a vote without a meeting only by unanimous written consent. Section 5.10 Trustees'Records of Unit Owners and Unit Mortgagees Deemed Conclusive On each transfer of an ownership interest in or the grant of any mortgage on a Unit, the person or persons acquiring the interest or mortgage shall have the duty to give the Trustees written notice of their interest or mortgage in the Unit and, in the case of persons acquiring an ownership interest, of the correct name of all the owners of the Unit and of any mortgagee thereof. Unless otherwise required by law, records of owners and mortgagees maintained by the Trustees shall be conclusive for all purposes, including without limitation, for all notices to Unit Owners, for owners' meetings and all owner votes and for amendments to the Master Deed and this Condominium Trust; and the Trustees may, but shall have no obligation to, examine the records of the Registry District to determine ownership of Units. Unless otherwise required by law,all actions,including without limitation amendments to this Trust or to the Master Deed of the Condominium,shall be valid if taken by the requisite number of Unit Owners as they appear on the Trustees'records of ownership; provided, as to actions filed with the Registry District, that the Trustees so certify under oath and such certificate is filed with the Registry District. Section 5.10.1 Notices to Unit Owners Every notice to any,Unit Owner required under the provisions of this Trust or which may be deemed by the Trustees necessary or desirable in connection with the execution of the trust created hereby or which may be ordered in any judicial proceeding shall be deemed sufficient and binding if given in writing by one or more of the Trustees to such Unit Owner by mailing it,postage prepaid, addressed to such Unit Owner at his or her address as it appears upon the records of the Trustees if other than at his or her Unit or by mailing or delivering it to the Unit if such Unit appears as the Unit Owner's address or if no address appears, at least seven days prior to the date fixed for the happening of the matter, thing or event of which such notice is given. The Owner(s) of each Unit shall have the responsibility of providing the Trustees with any address other than the Unit to which the Owner(s)desire notices to be mailed. Whenever at any meeting the Trustees propose to submit to the Unit Owners any matter with respect to which specific approval of, or action by, the Unit Owners is required by law or this Trust, the notice of such meeting shall so state and reasonably specify such matter. Section 5.11 Inspection of Books: Reports to Unit Owners Books, accounts and records of the Trustees shall be open to inspection to any one or more of the Trustees, the Unit Owners(s) and first mortgagee of any Unit and insurers and guarantors of said mortgage at all reasonable times. The Trustees shall, as soon as reasonably possible after the close of each fiscal year,or more often if convenient to them,submit to the Unit Owners a report of the operations of the Trust for such year. If the Trustees so determine or if any Unit Owner so requests in writing to the Trustees, the report shall include financial statements by a certified public accountant which may,but need not be certified,as the Trustees shall determine,and shall be in such summary form and in only such detail as the Trustees shall deem proper;provided,however, that at the written request of any first mortgagee, the Trustees shall cause audited financial statements to be prepared. Any person who has been furnished with such report and shall have failed to object thereto by notice in writing to the Trustees given by registered mail within a period of one month of the date of his or her receipt of the report shall be deemed to have assented thereto. Section 5.12 Checks,Notes.Drafts and Other Instruments_ Checks,notes,drafts and other instruments for the payment of money drawn or endorsed in the names of the Trustees or of the Trust may be signed by any two Trustees(or by one Trustee if there is only one),or by any person or persons to whom such power may at any time or from time to time have been delegated by majority vote of the Trustees. Section 5.13 Fiscal Year The fiscal year of the Trust shall be the.year ending with the last day of December or such other date as may from time to time be determined by the Trustees. Section 5.14 No Notice to Unit Owners Unless expressly required by Chapter 183A, so long as there is a Trustee designated of record by any Unit, the Trustees shall not be required to give notice to the owners of that Unit of action proposed or taken. i 466706 (Paas 13 of 21) -13- Southern Essex District Reyletry 4/27/2006 10:30 RM DCLN 1 I ARTICLE VI RIGHTS AND OBLIGATIONS OF THIRD PARTIES DEALING WITH THE TRUSTEES Section 6.1 Reliance on Identity of Trustees No purchaser,mortgagee, lender or other person dealing with the Trustees as they then appear on record in the Registry District shall be bound to ascertain or inquire further as to the persons who are then Trustees under this Trust, or be affected by any notice,implied,constructive or actual, otherwise than by a certificate thereof signed by one or more of the persons appearing of record in the Registry District as Trustees,and such record or certificate shall be conclusive evidence of the personnel of the Trustees and of any changes therein. The receipts of the Trustees, or any one or more of them, for moneys or things paid or delivered to them or him shall be effectual discharges therefrom to the persons paying or delivering the same and no person from whom the Trustees, or any one or more of them, shall receive any money,property or other credit shall be required to see to the application thereof. No purchaser, mortgagee, lender or other person dealing with the Trustees or with any real or personal property which then is or formerly was Trust property shall be bound to ascertain or inquire as to the existence or occurrence of any event or purpose in or for which a sale, mortgage, pledge or charge is herein authorized or directed,or otherwise as to the purpose or regularity of any of the acts of the Trustees, and any instrument of appointment of a new Trustee or resignation or removal of an old Trustee purporting to be executed by the Trustees,Unit Owners or other persons required by this Trust to execute the same, shall be conclusive in favor of any such purchaser or other person dealing with the Trustees of the matters therein recited relating to such discharge,resignation,removal or appointment or the occasion thereof. Section 6.2 No Personal Liability In Trustees No recourse shall at any time be had under or upon any note, bond, contract, order, instrument, certificate, undertaking, obligation, covenant or agreement, whether oral or written, made, issued or executed by the Trustees or by any agent or employee of the Trustees, or by reason of anything done or omitted to be done by or on behalf of them or any of them, against the Trustees individually, or against any such agent or employee, or against any beneficiary, either directly or indirectly, by legal or equitable proceedings, or by virtue of any suit or otherwise, and all persons extending credit to, contracting with or having any claim against the Trustees shall look only to the Trust property for any debt,damage,judgment or decree,or of any money that may otherwise become due or payable to them from the Trustees, so that neither the Trustees nor the beneficiaries, present or future, shall be personally liable therefor•, provided, however, that nothing herein contained shall be deemed to limit or impair the liability of Unit Owners or the indemnity of the Trustees under provisions of Section 3.8 of this Trust or under provisions of Chapter 183A. Section 6.3 All Obligations Subject to This Trust Every note,bond,contract,order,instrument,certificate, undertaking,obligation, covenant or agreement,whether oral or written,made,issued or executed by the Trustees, or by any agent or employee of the Trustees, shall be deemed to have been entered into subject to the terms, conditions,provisions and restrictions of this Trust, whether or not express reference shall have been made to this instrument. Section 6.4 Further Matters of Reliance This Declaration of Trust and any amendments to this Trust and any certificate required by the terms of this Trust to be filed or recorded and any other certificate or paper signed by the Trustees or any of them which it may be deemed desirable to record shall be Filed with the Registry District and such record shall be deemed conclusive evidence of the contents and effectiveness thereof according to the tenor thereof, and all persons dealing in any manner whatsoever with the Trustees, the Trust property or any beneficiary thereunder shall be held to have notice of any alteration or amendment of this Declaration of Trust, or change of Trustee or Trustees, when the same shall be filed with the Registry District. Any certificate signed by two Trustees in office at the time (only one Trustee if there is only one at the time), setting forth as facts any matters affecting the Trust,including statements as to who are the beneficiaries,as to what action has been taken by the beneficiaries and as to matters determining the authority of the Trustees,or any one of them to do any act,when duly acknowledged and filed with the Registry District shall be conclusive evidence as to the existence of such alleged facts in favor of all third persons, including the Trustees, acting in reliance thereon. Any certificate executed by any Trustee hereunder, or by a majority of the Trustees hereunder, setting forth the existence of any facts,the existence of which is necessary to authorize the execution of any instrument or the taking of any action by such Trustee or majority, as the case may be, shall, as to all persons acting in good faith in reliance thereon be 14- 466706 tPa6e 14 of 2U 6cuthern Essex District Resist ry 4127/2006 10:30 AM DDLN i i conclusive evidence of the truth of the statements made in such certificate, the existence of the facts therein set forth and the existence of the authority of such Trustee(s) to execute and deliver the designated instrument on behalf of the Trust. Section 6.5 Common Expenses in Event of Unit Mortgage Foreclosure A lien for common expenses or other charges shall not be affected by any sale or transfer of a Unit. Any sale or transfer pursuant to a foreclosure or deed in lieu thereof shall not relieve the purchaser or transferee of a Unit from liability for,nor the Unit from the lien of, any common expenses which become due and payable thereafter regardless of when the assessment is made. Section 6.6 Common Expense Certificates Notwithstanding any other provision of this Article VI, any certificate setting forth the amount of unpaid common expenses assessed as a lien against any Unit as provided by subsection(d)of Section 6 of Chapter 183A shall be conclusive evidence of the facts stated therein if signed by any two Trustees then in office(or one if there be only one in office). Section 6.7 Provisions for Protection of Holders of First Mortgages For the protection of the interests of holders of first mortgages of Units, the following provisions shall apply notwithstanding any other provision of this Condominium Trust or the Master Deed. (a) Except as provided by statute, in case of condemnation or substantial loss to the Units and/or common areas and facilities of the Condominium, unless at least 67% by percentage interest of the fust mortgage lenders holding mortgages on individual Units in the Condominium have given their prior written approval,neither the Unit Owners nor the Trustees of the Condominium Trust,by amendment to this Condominium Trust or otherwise,shall: (i) by act or omission,seek to abandon or terminate the Condominium; (ii) except as provided in Sections 6.1 and 7 of the Master Deed, change the pro-rata interest or obligations of any individual Unit for the purpose of: (a) levying assessments or charges or allocating distributions of hazard insurance proceeds or condemnation awards; or(b)determining the pro-rata share of ownership of each Unit in the common areas and facilities; (iii) except as provided in Sections 6.1 and 7 of the Master Deed, and except as provided in Section 5.3.2 of this Condominium Trust, by act or omission, seek to abandon, partition, subdivide, encumber, sell or transfer the common areas and facilities,provided, however, that the granting of easements for public utilities or for other public purposes consistent with the intended use of the common areas and facilities by the Condominium shall not be deemed an action for which any prior approval of a mortgagee shalt be required under this subsection;and (iv) use hazard insurance proceeds for losses to any property of the Condominium(whether to Units or to common areas and facilities) for other than the repair,replacement or reconstruction of such property of the Condominium. (b) No provision of this Condominium Trust shall be construed to give a Unit Owner priority over any rights of the fust mortgagee of a Unit pursuant to its mortgage in the case of a distribution to such Unit Owner of insurance proceeds or condemnation awards for losses to or a taking of such Unit and/or the common areas and facilities of the Condominium. (c) Any holder, insurer or guarantor of a fust mortgage on a Unit,upon written request to the Trustees of the Condominium Trust which includes its name and address and the Unit against which the mortgage in question has been placed,will be entitled to timely written notice of: (i) any condemnation or casualty loss that affects either a material portion of the Condominium or the Unit on which it holds the mortgage; I{�{ 466708 (Pa6e 1s of 2U -- f 412 2006 10 30 AM E strict OC`NRegistry -15- I ' f { (ii) any 60-day delinquency in the payment of assessments or charges owed by the owner of the Unit on which it holds the mortgage;and (iii) a lapse,cancellation or material modification of any insurance policy or fidelity bond maintained by the Condominium Trust. --- The provisions of this Section 6.7 may not be amended without the prior written approval of first mortgage lenders representing at least sixty-seven (67%) percent in percentage interest of the mortgaged Units in the Condominium. ARTICLE VII AMENDMENTS AND TERMINATION Section 7.1 Amendments Except as stated in Section 6.7 of this Trust or Sections 6.1 and 7.1 of the Master Deed, the Trustees, with the consent in writing of Unit Owners entitled to not less than 67% of the beneficial interest in this Trust may at any time and from time to time amend,alter,add to,or change this Declaration of Trust in any manner or to any extent,the Trustees first,however,being duly indemnified to their reasonable satisfaction against outstanding obligations and liabilities; provided always, however, that no such amendment, alteration, addition or change(a) according to the purport of which the percentage of the beneficial interest hereunder of any Unit Owner would be altered or in any manner or to any extent whatsoever modified or affected so as to be different from the percentage of the individual interest of such Unit Owner in the common areas and facilities as set forth in the Master Deed,and any amendment thereto, or which would render this Trust contrary to or inconsistent with any requirements or provisions of Chapter 183A,shall be valid or effective; or(b) according to the purport of which would eliminate, impair or otherwise adversely affect any rights special to the Declarant (i.e. not appertaining generally to all Unit Owners), shall be of any force or affect unless assented to in writing by the Declarant. Any amendment, alteration, addition or change pursuant to the foregoing provisions of this paragraph shall become effective upon the filing with the Registry District of an instrument of amendment,alteration,addition or change as the case may be, signed, sealed and acknowledged in the manner required in Massachusetts for the acknowledgement of deeds by any two Trustees, if there be at least two then in office (or one Trustee if there be only one in office),setting forth in full the amendment,alteration,addition or change and reciting the consent of the Unit Owners required by this Trust to consent thereto. Such instrument,so executed and filed, shall be conclusive evidence of the existence of all facts and of compliance with all prerequisites to the validity of such amendment, alteration, addition or change whether stated in such instrument or not,upon all questions as to title or affecting the rights of third persons and for all other purposes. Nothing in this paragraph shall be construed as making it obligatory upon the Trustees to amend, alter, add to or change the Declaration of Trust upon obtaining the necessary consent as hereinbefore provided. Section 7.2 Declaram's Reserved Right to Make Technical Corrections Declarant reserves for itself, its successors and assigns,the right and power,without the consent of any Unit Owner or Unit mortgagee,to amend this Condominium Trust, at any one time or from time to time, for the purpose of making corrections or revisions of a technical nature, including, without limitation, correction of scrivener's or typographical errors, altering this document to comply with law, modifying this document so as to comply with requirements of the Massachusetts Land Court, or complying with the technical requirements of banks, insurance companies or other institutional fust mortgage lenders. Each such amendment shall be effected by filing with the Registry District an amendment signed and acknowledged by the Declarant,or such successor or assign. Each Unit Owner,by acceptance of the delivery of the Deed to a Unit,and each mortgagee,by acceptance of the delivery of a mortgage of a Unit,shall thereby have consented to the provisions of this Section,including without limitation, the right of the Declarant, its successors and assigns, to amend the Condominium Trust pursuant to this Section, without the requirement or necessity of securing any further consent or execution of any further document by such Unit Owner or mortgagee. For the purposes of this Section,each Unit Owner,by acceptance of a Deed to a Unit in the Condominium, and each mortgagee, by acceptance of the delivery of a mortgage of a Unit, constitutes and appoints the Declarant, its successors and assigns, attorneys-in-fact for each such Unit Owner and mortgagee, 16- 466708 (Page 16 of 21) Southern Essex District Registry 4!2712006 10:30 RM DCLN � l which power of attorney is coupled with an interest, shall be irrevocable and shall run with the land and be binding upon such Unit Owner's and mortgagee's heirs,executors,successors,transferees and assigns. Notwithstanding the foregoing, (i) no reserved right under this Section may be exercised after three (3)years from the date of filing of this Declaration of Trust with the Registry District,and(ii)no such amendment shall impair the right of any Unit Owner, without that Unit Owner's consent, to use such Owner's unit or the common areas and facilities. Section 7.3 Termination The Trust hereby created shall terminate only upon the removal of the Condominium from the provisions of Chapter 183A in accordance with the procedure therefor set forth in Section 19 thereof. Section 7.4 Disposition of Trust Property Upon Termination Upon the termination of this Trust, the Trustees may, subject to and in accordance with the provisions of Chapter 183A, sell and convert into money the whole of the Trust property,or any part thereof,and,after paying or retiring all known liabilities and obligations of the Trustees and providing for indemnity against any other outstanding liabilities and obligations, shall divide the proceeds thereof among, and distribute in kind, at valuations made by them which shall be conclusive, all other property then held by them in trust hereunder, to the Unit Owners according to their respective beneficial interest stated in this Trust. In making any sale under this section,the Trustees shall have power to sell by public auction or private sale or contract and to buy in or rescind or vary any contract of sale and to resell without being answerable for loss and,for said purposes,to do all things, including the execution and delivery of instruments,as may by their performance thereof be shown to be in their judgment necessary or desirable in connection therewith. The powers of safe and all other powers herein given to the Trustees shall continue as to all property at any time remaining in their hands or ownership,even though all times herein fixed for distributions of Trust property may have passed. ARTICLE VIII MISCELLANEOUS. Section 8.1 Construction In the construction..hereof, whether or not so expressed, words used in the singular or in the plural respectively include individuals, firms, associations, companies Qoint stock or otherwise), trusts and corporations unless a contrary intention is reasonably required by the subject matter or context. The title headings of different parts hereof are inserted only for convenience of reference and are not to be taken to be any part hereof or to control or affect the meaning, construction, interpretation or effect hereof. All the trusts,powers and provisions herein contained shall take effect and be construed according to the laws of the Commonwealth of Massachusetts. Unless the context otherwise indicates, words defined in Chapter 183A shall have the same meaning here. Section 8.2 Waiver The provisions of this Trust shall be waived only in writing by the party charged therewith,and not by conduct,no matter how often repeated. Section 8.3 Partial Invalidity The invalidity of any provision of this Trust shall not impair or affect the validity of the remainder of this Trust and all valid provisions shall remain enforceable and in effect notwithstanding such invalidity. Section 8.4 Arbitration of Disputed Trustee Action In the event that any Unit Owner(s),by written notice to the Trustees,shall dissent from any determination,action or failure to act on the part of the Trustees with respect to matters affecting the Condominium, and such dispute shall not be resolved within thirty days after such notice, then either the Trustees or the dissenting Unit Owner(s)shall submit the matter to arbitration. For that purpose,one THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK E 466708 (Page 17 of 21) _17_ southern Essex District Registry 1 4127/2006 10:30 RM DCLN i arbitrator shall be designated by the Trustees,one by the dissenting Unit Owner(s)and a third by the two arbitrators so designated. Such arbitration shall be conducted in accordance with the rules and procedures of the American Arbitration Association and shall be binding upon all parties. IN WITNESS WHEREOF, the undersigned execute this clantion of trust under seal as of the day and year fust hereinabove set forth. J.Hi o tt, a as aforesaid and n t indivi wally os M.Thibert,T ee as aforesat d not individually THE COMMONWEALTH OF MASSACHUSETTS Suffolk,ss. /� On this f'ti day of April, 2006, before me, the undersigned notary public, personally appeared J. Hilary Rockett, Jr.,proved to me through satisfactory evidence of identification, which was ❑photographic identification with signature issued by a federal or state governmental agency, ❑ oath or affirmation of a credible witness, ©� personal knowledge of the undersigned, to be the person whose name is signed on the preceding or attached document, and acknowledged to me that he signed it voluntarily for its stated purpose. as Trustee of Salem Commerce Park Condominium Trust and not individually. HOWARD L. LEVIN - ,No ublic Notary Public My commission expires: PCommonwealth of Massachusetts My Commission Expires October 13,2006 I466708 (Ps9e 18 of 21) Southern Essex DlStrict Reetstry ;- I 4/27/2006 10:30 RM DCLN I -18- I � SALEM COMMERCE PARK CONDOMINIUM RULES AND REGULATIONS In these rules and regulations the words "common areas and facilities", "Trustees", "Unit" and "Unit Owners" shall have the meaning given to these temps in the Master Deed creating and the Declaration of Trust for Salem Commerce Park Condominium. 1. Rules in General. Unit Owners shall comply with all rules and regulations promulgated from time to time by the Trustees. 2. Health and Safety. Unit Owners shall give notice to the Association immediately upon determining that there is a threat to health or safety at the Condominium. 3. No Obstruction of Common Areas. Unit Owners shall not cause,nor shall they suffer obstruction of common areas and facilities except for storage in any assigned storage areas or except as the Trustees may in specific instances expressly permit.The parking areas,driveways and other exterior portions of the Common Areas shall not be obstructed or encumbered by any unit owner in the Condominium(a"Unit Owner")or used for any purpose other than ingress and egress to and from such Unit Owner's unit and parking where indicated on the Condominium plans. 4. Effect on Insurance. No Unit Owner shall use his Unit in such fashion as to result in the cancellation of insurance maintained by the Trustees on the Condominium or in any increase in the cost of such insurance, except that uses resulting in increase in premiums may be made by specific arrangement with the Trustees providing for the payment of such increased insurance costs by the Unit Owner concerned. 5. Abuse of mechanical system. The water and wash closets and other plumbing Fixtures shall not be used for any purposes other than those for which they were designed and constructed,and no sweepings,rubbish, rags,acids or like substances shall be deposited therein. All damages resulting from any misuse shall be home by the Unit Owner.The Trustees may charge to a Unit Owner any damage to the mechanical, electrical or other building service system of the Condominium caused by such Unit Owner by misuse of those systems. 6. Car Keys. If a Unit Owner entrusts a car key to an employee of the Condominium for purposes of moving the car or having access to the car,the entrusting of such keys shall be at the sole risk of the Unit Owner or owner of the car key and the Trustees shall in no way be liable for any injury,loss or damage resulting directly or indirectly from such entrusting of a car key. 7. No offensive activity. No loud,noxious or offensive activity shall be carried on in any Unit,or in the common areas and facilities,nor shall anything be done therein,either willfully or negligently,which may be or become an annoyance or nuisance to the other Unit Owners or occupants. Unit Owners shall not cause or permit any offensive odors or loud noise to constitute a nuisance or a menace to any other Unit Owner or other persons in the Condominium. 8. Security Unit Owners shall be responsible for any breach of security resulting from any keys,codes, j passcards or the like given by them to their employees,contractors,clients and others,and no Unit Owner shall permit any person to enter the building except during normal business hours as established from time to time by the Trustees without the prior written consent of the Trustees. 9. Floor Load. No Unit Owner shall place a load upon any floor in its unit that exceeds the floor load per rentable square foot of area which such floor was designed to carry and which is allowed by Applicable Laws. The Association reserves the right to prescribe the weight and position of all business machines and - mechanical equipment,including safes,which shall be placed so as to distribute the weight. Business -19- 466709 (Pape 19 of 21) -- Southern Essex District Registry 412712006 10:30 RN DCLN i r machines and mechanical equipment shall be placed and maintained at Unit Owner's expense in settings sufficient,in the Association's judgment,to absorb and prevent vibration,noise and annoyance. All work related to moving or installing safes,machinery,equipment,freight,bulky matter or fixtures shall comply with Applicable Laws. Any such moving or installation shall be at the sole risk and hazard of the Unit Owner conducting the same,and such Unit Owner will exonerate,indemnify and save the Association and its fellow Unit Owners harmless with respect thereto. I 466708 (Page 20 of 21) Southern Essex District Registry 20 4/27/2006 10:30 AM DCLN I C LU t � L � z O q } U CO C3 O U3 COW i i 466708 (Page 21 of 21) - Southern Essex District Registry 4/27/2006 10:30 RM DCLN I 4 r^l b g Charles W.Trombly,Jr. OQCUMEN I NU. lel �j Justice SALEM COMMERCE PARK CONDOMINIUM 74P 12"1 MASTER DEED 96 Swampscott Road, LLC, a Massachusetts limited liability company, having an address at 5 Corn Point Road, Marblehead, MA 01945 (the "Declarant"), being the owner in fee simple of the land and building in Essex County,Massachusetts,hereinafter described,by duly executing and filing this Master Deed with the South Registry District of Essex County(the"Registry District")hereby submit those premises to the provisions of Chapter 183A of the Massachusetts General Laws("Chapter 183A!'),proposes to create,and hereby does create with respect to those premises a condominium to be governed by and subject to the provisions of Chapter 183A, and to that end declares thus: Section 1. Name. The name of the Condominium shall be: SALEM COMMERCE PARK CONDOMINIUM Section 2. Description of Land. The land on which the condominium is located is generally known as 96 Swampscott Road,Salem, Massachusetts and is described more fully on Exhibit A attached hereto and incorporated herein by reference. Section 3. Description of Building. There is, on the land described on Exhibit A, one building (the 1 "Building")presently containing six(6)units(the"Units"). The Building is constructed principally of steel frame and concrete block construction with metal cladding on a poured concreted foundation. The roof is a ballasted rubber roof. The Building is served by municipal water and sewer, and by natural gas. Electricity, telephone and water t services enter the Building in the rooms shown on the Plans (hereinafter defined). Each Unit is served by its own independent heating and/or air conditioning and ventilation system. Section 4. Floor Plans Designation of Units and Unit Boundaries. The following plans of the Building, showing the layout, location, unit designation and dimensions of the Units as built, stating that the Building has no name and bearing the verified statement of a registered architect certifying that the plans fully and accurately depict the same, captioned "FLOOR PLAN CERTIFICATION, SALEM COMMERCE PARK CONDOMINIUM, 96 SWAMPSCOTT ROAD, SALEM, MA 01970" dated April 5, 2006, prepared by William A. Yuhas, Registered Architect(the"Plans"), and the site plan dated April 21, 2006, titled"SITE PLAN OF LAND,96 SWAMPSCOTT ROAD, SALEM, PREPARED FOR SALEM COMMERCE PARK CONDOMINIUM", Scale 1"-40', prepared by North Shore Survey Corporation, 14 Brown Street,Salem,MA(the"Site Plan"), are filed with and as a part of this Master Deed. The Plans consist of three(3)sheets as follows: Sheet I—Floor Plan Sheet 2—Building Section Sheet 3—Site Plan The Units, their designation, and approximate area are as set forth on Exhibit B attached hereto and made a part hereof. The immediate common areas and facilities to which each Unit has access are the parking areas and grounds. In addition,Units 1,2,3 and 4 have access to the common hallway shown on the plans. The boundaries of each of the Units are as follows: fI IJ 4616707III IIII I I2�III�IIoo+)I�I Bteh:200648- Southern Essex Dlstriot Realstry 4/27/2006 10:30 PM MDEED - 1 - Floors: The plane of top surface of the concrete slab. Ceilin s: The plane of the surface metal decking facing the Unit. Interior building walls: The centerline of the demising wall separating units or the unit from common area. Exterior building walls: The plane of the exterior surface of the metal skin of the Building. Perimeter Doors and Windows: The exterior surface_ of all doors, door frames, window glass and window frames on perimeter walls of the Unit. Included in each Unit are the equipment and facilities contained within and servicing a single Unit, and accessory equipment servicing a single Unit that is located outside of the Building upon the grounds or the roof pursuant to Section 5.2 hereof. i Section 5.Common Areas and Facilities. The common areas and facilities of the Condominium consist of, (a) The land described on Exhibit A together with the benefit of and subject to all rights, easements, restrictions and agreements of record,if any,so far as the same may be in force; (b) All portions of the Building not included in any Unit by virtue of the Plans and section 4 above, including,without limitation the following to the extent such may exist from time to time: (1) The foundations, structural members, beams, columns, bar joists, supports, and roof of the Building, and structural walls and other structural components of the Building located within any Unit; (2) The common hallway serving more than one Unit; and the exterior entrances and exits to and from the common hallway. (3) Installations of central services, such as electric power, gas utility lines, cold water and utility chases intended for enclosing such services, wherever located; but not including equipment or facilities contained within and servicing a single Unit,or accessory equipment servicing a single Unit that is located outside of the Building upon the grounds or the roof pursuant to Section 5.2 hereof; (4) All conduits, chutes, ducts, plumbing, wiring, flues and other facilities for the furnishing of utility services which are contained in the common portions of the Building and all such facilities contained within any Unit which serve parts of the Building (including Units) other than the Unit within which such facilities are contained, together with an easement of access thereto in the Trustees of the Condominium Trust for maintenance,repair and replacement; (5) The parking areas,driveways and grounds;and (c) Such additional common areas and facilities as maybe defined in Chapter 183A. The owners of each Unit shall be entitled to an undivided interest in the common areas and facilities of the Condominium in the percentages set forth on Exhibit B. These percentage interests have been computed, conformably with Chapter 183A,upon the approximate relation which the fair market value of each Unit on the date of this Master Deed bears to the aggregate fair market value of all the Units on that date. The common areas and facilities shall be subject to the By-Laws of the Salem Commerce Park Condominium Trust filed herewith(the "Condominium Trust") and any rules and regulations from time to time in effect pursuant thereto. 466707 (Paso 2 of 14) j -2- Southern Essex District Registry �. 4127/2006 10:30 AM MDEED F i If any portion of the common areas and facilities of the Condominium shall encroach upon any Unit or if any Unit shall encroach upon any portion of the common areas and facilities or any other Unit,as these are shown on the Plans, there shall be deemed to be mutual easements in favor of the Unit Owners collectively as owners of the common areas and facilities and the respective individual Unit Owners involved to the extent of such encroachments for so long as the same shall exist. Section 5.1. Parking Rights. The Declarant reserves to itself, its successors and assigns, the right and the power to grant to the owner(s)of any Unit the exclusive right to use ode or more of the parking spaces,located in the common area of the Condominium on the premises described in Exhibit A attached hereto and shown on the Site Plan filed herewith during the existence of the Condominium. Parking spaces shall be used solely for the purpose of parking legally registered cars and trucks in regular use by Unit Owners, their employees,customers,visitors,guests and invitees. Such parking rights may be transferred,but only among the Unit Owners or to the Condominium Trust, by instrument duly filed in the Registry District and shall end upon the permanent withdrawal of the premises from condominium status. Any transfer of a parking space to other than the Condominium Trustees or a Unit Owner, or _ lease of a parking space to other than the Condominium Trustees or a Unit Owner, in each case shall be void. All parking and related facilities shall be a part of the common area and facilities of the Condominium and subject to regulation by the Condominium Trust, which regulation shall not be inconsistent with exclusive rights granted as aforesaid by the Declarant. The Declarant's reserved right and power to grant exclusive rights to use parking spaces in the common parking areas shall terminate when the Declarant or the Declarant's successor in interest in the Condominium no longer owns the fee interest of any Unit and shall thereupon vest in the Condominium Trust. Section 5.2. Authorization to use Common Area for Accessory Purooses. The Condominium Trustees shall have the authority to grant to each Unit Owner the right to use the portion of the roof or grounds of the Condominium that is directly adjacent to the exterior wall or ceiling of such Unit, for the purpose of installing accessory equipment or appurtenances that are required to be located outside upon the grounds or the roof,including but not limited to condensers, compressors, emergency generators, communications antennae, compactors, lighting, entryways, steps and access ramps. Such approval from the Trustees (a) shall not be unreasonably withheld or delayed, (b) shall be valid only if in writing signed by a majority of the Trustees then in office, and (c) shall terminate when such Unit Owner(s) no longer own the Unit(s) so benefited unless said written permission provides that such permission shall run with the Unit so benefited and is filed with the Registry District. Such right shall, in any event,end upon the permanent withdrawal of the premises from condominium status. Section 6. Statement of Purooses: Restrictions on Use. The Units and the common areas and facilities are intended to be used only for commercial purposes to the extent permitted from time to time under the Zoning Ordinance of the City of Salem(the "Zoning Law"),including all special permits and variances granted thereunder, and for no other purpose. No Unit shall be used for the storage of hazardous materials of any kind except in accordance with all applicable laws and regulations. No Unit shall be used or maintained in any manner which unreasonably interferes with the use and enjoyment of any other Unit or of the common areas and facilities, and to that end no noxious or offensive activity shall be carried on in any Unit, or in the common areas and facilities, nor shall anything be done therein which may be or become an annoyance or nuisance to the occupant of any other Unit. No person within the common areas of the Condominium or in any Unit therein shall engage in, cause or permit any noise or other conduct or noise that unreasonably interferes with the use and enjoyment of any other Unit. Unless otherwise permitted in a writing executed by a majority of the Condominium Trustees pursuant to the provisions hereof. (a) The architectural integrity of the Building and of the Units shall be preserved without modification, and to that end, no enclosure, awning, screen, antenna, banner or other device and no exterior change,addition,structure,projection,decoration or other feature shall be erected or placed upon or attached to the Building or any Unit or any part of either; provided, however that (i) the . Condominium Trustees shall have the authority to grant to each Unit Owner the right to use the _3_ 486707 3 of Southern Essex ssox Distrrctot Registry 4/27/2008 10:30 PM MDEED I portion of the roof or grounds of the Condominium that is directly adjacent to the exterior wall or ceiling of such Unit in accordance with Section 5.2, and (ii) exterior and window signs may be displayed in and outside of Units if and only if each such window sign and exterior sign conforms to all requirements of the Zoning Law and other local rules,regulations,ordinances and requirements, has been approved in writing by the Trustees of the Condominium Trust (which approval shall not be unreasonably withheld or delayed), and shall be kept in good order and repair at all times. Notwithstanding the foregoing, the Trustees shall have the right to adopt from time to time reasonable and uniform standards for signage and advertising by occupants of Units as the Trustees deem appropriate, provided that no new standard or requirement shall apply to any sign of advertisement currently in use and previously approved in writing by the Trustees without the consent of the occupant of the Unit affected. This subparagraph shall not restrict the Unit Owners' right to build out the interior of their Units as they may desire. (b) No Unit shall be used or maintained in a manner contrary to or inconsistent with this Master Deed, the Condominium Trust, its By-laws and the rules and regulations in effect from time to time pursuant thereto. (c) No Unit Owner shall make any addition,alteration or improvement in or to any Unit without at least twenty-one (21) days prior written notice to the Condominium Trustees specifying the work to be performed in reasonable detail. No Unit Owner may make any addition,alteration or improvement to any Unit which affects the structural elements, mechanical systems or other common areas and facilities of the Condominium without the prior written approval of the Condominium Trustees, which approval shall not be unreasonably withheld or delayed. No work shall be performed which in the Trustees' reasonable judgment may adversely affect the structural integrity, mechanical systems or other common areas and facilities of the Condominium. The Trustees' approval may contain such conditions, including without limitation restrictions in the manner of performing such work and requirements for insurance,as in the Trustees'judgment are reasonable and necessary. All additions,alterations or improvements to any Unit(whether or not affecting the structural elements, mechanical systems or common areas and facilities of the Condominium) and to any affected common area and all costs of every nature related thereto, shall be the Unit Owner's sole responsibility and expense in compliance with all applicable laws and shall be done in a manner as not to unduly inconvenience or disturb the occupants of the Condominium. (d) No Unit may be leased or rented for a term of less than six (6) months without the prior written consent of the Trustees; provided, however that a portion or portions of a Unit may be leased for storage purposes for shorter terms. Any lease or rental agreement pertaining to a Unit must be in writing and state that it is subject to the requirements of the Master Deed,Condominium Trust,By- Laws and Rules and Regulations of the Condominium. i These restrictions shall be for the benefit of all Unit Owners and shall be administered on behalf of the Unit Owners by the Condominium Trustees and shall be enforceable by any Unit Owner or Trustee, insofar as permitted by law, and, insofar as permitted by law, shall be perpetual; and to that end may be extended at such time or times and in such manner as permitted or required by law for the continued enforceability thereof. In addition to all remedies available by law, the Trustees may enforce these restrictions by imposing flues while any violation continues which do not exceed twice the fair rental value of the Unit. No Unit Owner shall be liable for any breach of the provisions of this Section except such as occur during his or her Unit ownership. Notwithstanding the foregoing, and in addition to all rights of every Unit Owner (including, without limitation,the right to lease a Unit), the Declarant and any successor to the Declaratifs interest in the Condominium, may, until all of the Units have been sold by the Declarant or such successor(s) also (i) display and erect signs for advertising purposes,(ii)use unsold Units as models for display for purposes of sale or leasing of Units or as offices for marketing or construction management of the Condominium and (iii) make additions, alterations or improvements to unsold Units and the common areas and facilities without Trustee consent, and to that end the Declarant,for itself and its successors,hereby reserves the right to enter all units at reasonable times upon reasonable notice in order to install and repair facilities and equipment serving other Units or the common area,hereby agreeing I -4- 466707 (Page 4 of 14) Southern Essex District Registry 4/27/2006 10:30 RM MOEED i _ _ I` to indemnify the owners of any Units so entered against loss or damage caused by any such entry, installation or repair. Section 6.1. Right to Combine and Subdivide Units. Each Unit Owner (including, but not limited to, the Declarant) shall have the right, from time to time,to combine and subdivide their Units as provided in this Section. Each owner of two or more Units shall have the right to combine such Units(provided that all of the Units being so i combined are in common ownership) for the purpose of legally creating a single Unit, and also to connect one or more Units without legally creating a new single Unit. Each Unit Owner shall also have the right to separate or subdivide the Unit(s) owned by such owner for the purpose of creating two or more separate Units or restoring previously combined Units to their prior configuration. To those ends, cuts may be made in the non-structural common portions of walls, floors and ceilings between affected Units, and walls, floors, and other non-structural partitions may be removed, constructed or rearranged within the affected Unit(s). As conditions to the right to combine or subdivide Units pursuant to this paragraph: (i) all plans and specifications for such work as it affects the common areas and facilities of the Condominium shall have been approved in writing by the Trustees prior to the commencement of any work,such approval not to be unreasonably withheld or delayed; (ii) no work shall be performed which in the Condominium Trustees' reasonable judgment may adversely affect the structural integrity or mechanical systems or other common areas and facilities of the Condominium and to that end the Trustees may impose such conditions and restrictions on the manner of performing such work as are reasonable and necessary in the Trustees'judgment; (iii) all such alterations, whether or not affecting the structural elements or mechanical systems of the Building, shall be performed in a manner as not to unduty inconvenience or disturb the occupants of the Condominium; (iv) all such work shall comply with all applicable law, rules and regulations, including without limitation building,zoning,environmental,health and safety laws; (v) the Unit Owner shall, at the Unit Owner's expense, obtain all permits, licenses and approvals required by law to perform the work,prior to commencement of any work; (vi) at the Trustees' request, the Unit Owner shall obtain at the Unit Owner's expense such insurance (which may be in the form of separate coverage or supplemental coverage to existing policies held by the Trust)as the Trustees may in their reasonable judgment require; (vii) the Trustees shall have the right (but not the obligation) to supervise all or any portion of such work, and the right to bring an action in law or in equity in a court of competent jurisdiction to prevent or to remedy any work in violation of this Section. - (viii) all expenses associated with the design,review,and construction of such work,whether by the Unit Owner(s) of the affected Unit(s) or the Trustees, in reviewing plans and specifications and - supervising work, including without limitation, legal, architectural, engineering and other professional fees, shall be born solely by the owner(s) of the affected Unit(s) and, without limitation on the foregoing, the Trustees shall have the right to remove or require the Owner(s) of the affected Unit(s) to remove any work and to restore the Unit(s) and any affected common area to their former condition if the provisions of this Section are not complied with; (ix) the percentage interest in the common areas and facilities allocable to the combined or subdivided Unit(s)shall be determined as follows. With respect to combined Units,the percentage interest of the newly created Unit shall be the total of the percentage interests of the Units which were combined. For subdivided Unit(s), the percentage interest of each newly created Unit shall be determined by multiplying the percentage interest of the Unit existing immediately prior to subdivision by a fraction, the numerator of which as to each newly subdivided Unit shall be the k 466707 Paco 5 14) -$- - Southern Essex District ict Registry (4 4/27/2006 10:30 PM MDEED t total square footage of the new Unit and the denominator of which shall be the total square footage of the previous Unit(s). Such percentage interests, computed as aforesaid, shall be rounded, if necessary,so that the percentage interest(s)of the new Unit(s)equal the percentage interests of the prior Unit(s). No determination of percentage interest pursuant to this Section shall result in a change in the percentage interest of any Unit other than Unit(s)combined or subdivided. (x) upon substantial completion of the work, the Unit Owner(s) of the affected Unit(s) shall file with the Registry District an Amended Master Deed in accordance with Chapter 183A and the requirements of this Master Deed describing the combination or subdivision of Unit(s) in accordance with this Section which Amendment: (a)shall identify,for the reconfigured Unit(s),all data required by Chapter 183A for the identification of units and,if applicable, any change or real location of percentage interests (b) shall be accompanied by a revised floor plan of the reconfigured Unit(s), showing the layout, location,unit designation and dimensions of the Unit(s) so affected, and bearing the verified statement of a registered architect, registered professional engineer or registered land surveyor certifying that such plan fully and accurately depicts the same as built,(c)shall be signed by all of the owners of the reconfigured Unft(s) and all of the holders of record of mortgages on such Unit(s); and (d) shall be signed by a majority of the Trustees; PROVIDED,HOWEVER, that the requirements of the preceding subsections(c)and(d) shall not apply to amendments filed by the Declarant prior to the"Turnover EvenP' (as that term is defined in the Condominium Trust) with respect to Unit(s) owned by the Declarant, its successors or assigns. The Units Owner(s) of the reconfigured Unit(s) shall indemnify and hold the Trustees and all other Unit Owners of the Condominium harmless from and against all loss,cost,expense,liability and damage arising out of the reconfiguration such Unit(s). All costs which by the terms of this Section are to be bom by the owners of such affected Unit(s)shall, if paid by the Trustees, be assessable to those Unit Owners as additional common expenses for the collection of which the Trustees shall be entitled to the lien against the affected Unit(s)provided by Chapter 183A for payment of common expenses. Notwithstanding the foregoing, prior to the Turnover Event, no combination or subdivision of Units pursuant to this Section 6.1 shall occur without the prior written consent of Declarant,its successors or assigns. Section 7. Amendments. Without limitation on other provisions of this Master Deed respecting the amendment thereof, this Master Deed may be amended by an instrument in writing(a)signed and acknowledged by owners of Units entitled to at least 67% of the undivided interest in the common areas and facilities of the Condominium,and(b)duly filed with the Registry District;PROVIDED,HOWEVER, that: (a) The date on which any amendment is first consented to in writing by a Unit Owner shall be indicated thereon as the date thereof and no such instrument shall be of any force or effect unless the same has been filed with the Registry District within six months after such date; (b) No amendment which alters the dimensions of any Unit shall be of any force or effect unless the same has been signed by the Owner(s)of each Unit so altered; (c) Except as provided in Section 6.1 or this Section, no amendment which alters the percentage of the undivided interest in the common areas and facilities to which any Unit is entitled shall be of any force or effect unless the same has also been signed by all of the Owners of each Unit the percentage interest of which is being altered and said instrument is filed as an Amended Master Deed; (d) No portion of any amendment which alters this Master Deed in any manner which would render it contrary to or inconsistent with Chapter 183A shall be of any force or effect (but all other portions of this Master Deed shall be of full force and effect);and 466707 (Page 6 of 14) Southern Eecex Diatriot Registry ¢p 6_ 4/27/2006 10:30 AM MDEED i (e) No amendment which terminates, impairs or otherwise adversely affects any rights specially reserved to the Declarant (i.e. rights not appertaining generally to all Unit Owners) shall be of any force or effect while the Declarant, or any successor to the Declarant's interest in the entire Condominium, owns unsold Units unless the same is also signed by the Declarant or such successor. Section 7.1. Declarant's Reserved Right to Make Technical Corrections. Declarant reserves for itself, its successors and assigns(while the Declarant or such successor continues to own any Units in the Condominium),the right and power to amend this Master Deed (including, but not limited to, the Plans and the Site Plan)without the consent of any Unit Owner, at any one time or from time to time,prior to the expiration of three (3)years from the date of filing of this Master Deed,for the purpose of making corrections or revisions of a technical nature, including without limitation, correction of scrivener's or typographical errors, corrections and additions to the Plans and Site Plan to accurately reflect as-built conditions, to modify this Master Deed, the Plans and Site Plan to comply with requirements of the Massachusetts Land Court, and to modify this Master Deed to comply with the technical requirements of banks,insurance companies or other institutional first mortgage lenders. Each such amendment shall be effected by filing with the Registry District an amendment signed and acknowledged by the Declarant, or such successor or assign. By acceptance of delivery of a Unit Deed, each Unit Owner consents to the provisions of this Section, including without limitation, the right of the Declarant and the Declarant's successors and assigns, to amend the Master Deed pursuant to this Section without securing any further consent from, or execution of any further document by, any Unit Owner; and each Unit Owner constitutes and appoints the Declarant and the Declarams successors and assigns as the Unit Owner's attorney-in-fact for purposes set forth in this Section, which power of attorney is coupled with an interest, shall be irrevocable and shall run with the land and be binding upon each Unit Owner's heirs,executors,successors and assigns. Section 7.2. Provisions for Protection of Fust Mortgagees. For the protection of first mortgagees of Units, the following provisions shall apply notwithstanding any other provisions of this Master Deed or the Condominium Trust. Such provision for the protection of first mortgagees of Units may be waived at any time by the holders of 75%by percentage interest of the first mortgage holders of record. (a) No amendment affecting any Unit which impairs the security of a first mortgage of record held by a bank or insurance company or which enacts any right of first refusal applicable to fust mortgagees shall be of any force or effect unless the same has been consented to in writing by such mortgagee(s); (b) Except as provided by statute in case of condemnation or substantial loss to the Units and/or common areas and facilities of the Condominium, unless at least 67% by percentage interest of the first mortgage lenders of record holding mortgages on the individual Units in the Condominium have given their prior written approval,neither the Unit Owners nor the Trustees of the Condominium Trust,by amendment to this Master Deed or otherwise,shall: (i) by act or omission seek to abandon or terminate the Condominium; (ii) except as provided in Section 6.1,change the rights or obligation of any individual Unit for the purpose o£ (1) levying assessments or charges or allocating distributions of hazard insurance proceeds or condemnation awards;or(2)determining the pro-rata share of ownership of each Unit in the common areas and facilities; (iii) except as provided in Section 6.1, by act or omission seek to abandon,partition, combine, subdivide, encumber, sell or transfer the common areas and facilities, provided however, that the granting of easements for public utilities or for other public purposes consistent with the intended use of the common areas and facilities by the Condominium shall not be deemed an action for which any prior approval of a first mortgagee shall be required under this Subsection; (iv) use hazard insurance proceeds for losses to any property of the Condominium(whether to Units or to . common areas and facilities) for other than the repair, replacement or reconstruction of the common areas and facilities of the Condominium. 466707 (papa 7 of 14) _ -7- Southern Essex Distriot Registry 4127/2006 10:30 RM MDEED F (c) No provision of this Master Deed shall be construed to give any Unit Owner priority over the rights of the fust mortgagee of any Unit pursuant to its mortgage in the case of a distribution of insurance proceeds or condemnation awards for losses to or a taking of such Unit and/or the common areas and facilities of the Condominium. (d) In accordance with Chapter 183A, all taxes, assessments and charges which may become Gens under the laws of the Commonwealth of Massachusetts shall relate only to the individual Units and not to the Condominium as a whole, except for real estate tax bills based on assessments made prior to the premises being converted to a Condominium or relating to a Unit which was once part of another Unit and has not yet been separately assessed by the taxing authority. (e) A lien for common expenses or other charges shall not be affected by any sale or transfer of a Unit. Any sale or transfer pursuant to a foreclosure or deed in lieu thereof shall not relieve the purchaser or transferee of a Unit from liability for, nor the Unit from the lien of, any common expenses which become due and payable thereafter regardless of when the assessment is made. i This Section 7.2 may be amended only with the prior written approval of fust mortgagees of record representing at least 75%percent in percentage interest of the mortgaged Units in the Condominium. Section S. The Unit Owners'Organization. The organization through which the Unit Owners will manage and regulate the Condominium is Salem Commerce Park Condominium Trust under Declaration of Trust filed herewith. In accordance with Chapter 183A, the Declaration of Trust enacts By-Laws and establishes a membership organization of which all Unit Owners shall be members and in which the Unit Owners shall have a beneficial interest in proportion to the percentage of undivided interest in the common areas and facilities to which they are entitled under this Master Deed. The names and addresses of the original and present Trustees of the Condominium Trust, so designated in the Declaration of Trust,are as follows: J.Hilary Rockett,Jr. Joseph M.Thibert 5 Com Point Rd 49 Norman Street Marblehead,MA 01945 Marblehead,MA 01945 I Section 9. Chanter 183A Governs. The Units and the common areas and facilities, the Unit Owners and the Trustees of the Condominium Trust shall have the benefit of and be subject to the provisions of Chapter 183A in effect on the date this Master Deed is filed and as it may hereafter be amended and, in all respects not specified in this Master Deed or in the Condominium Trust and the By-Laws set forth therein,shall be governed by provisions of Chapter 183A in their relation to each other and to the Condominium established hereby including, without limitation,provisions thereof with respect to removal of the premises or any portion thereof from the provisions of Chapter 183A. Should any provision of this Master Deed be in conflict with Chapter 183A, the terms of Chapter 183A shall govern(but all other provisions of this Master Deed shall remain fully effective). Section 10. Condemnation. From and after any condemnation which includes one or more Units or parts thereof,(i)the percentage interests of the remaining Units shall be in proportion to their original percentage interests, with equitable adjustments based on diminution in fair market value as to any Unit partially taken, and (ii) those Units entirely taken shall have no percentage interest hereunder. Section 11. Transfer of Retained Rights. Any right or power reserved to the Declarant in this Master Deed or in the Condominium Trust may be conveyed and assigned, absolutely or as security, as an appurtenant right and power or to be held in gross;however,any such right or power may only be conveyed or assigned specifically by a conveyance filed with the Registry District. Any such right or power may only be assigned specifically and a conveyance of a Unit or Units alone shall not operate as a transfer of any such power. n i 1 i K 466707 (Pape 8 of 14) Southern Essex District Registry 4/27/2006 10:30 PM MDEED ! Section 12. Rieht of First Refusal. Declarant reserves for, itself, its successors and assigns, a right of fust refusal upon the sale of any Unit in the condominium until the first to occur of(a)the Declarant no longer owns the fee interest in any Unit, or(b) three (3) years from the date of filing of this Master Deed with the Registry District. To that end, no Unit Owner may sell a Unit or any interest therein without first offering to sell the same to the Declarant as follows: (i) A Unit Owner intending to sell a Unit or any interest therein shall give notice of such intention to the Declarant together with the name and address of the intended purchaser, the terms of the proposed transaction (including price, deposit, closing date, financing, and whether the purchase is for the purchaser's occupancy or for investment), the address at which the Declarant is to send notices under this Section to the Unit Owner and such other information as the Declarant may reasonably require. Such notice shall constitute a representation to the Declarant that the proposed sale is bona fide in all respects. (ii) The Declarant shall have the right (but not the obligation) to purchase the Unit on the terms and conditions stated in the Unit Owner's notice to be exercised by written notice delivered or mailed, first class mail,to the address stated in the Unit Owner's notice, not later than twenty-one(21) days after the Declarant's receipt of the Unit Owner's notice. (iii) Upon the failure of the Declarant to act within the period stated in subsection (ii) above, the Unit Owner may proceed with the sale described in their aforesaid notice to the Declarant free of the Declarant's rights of purchase stated in this Section,but any other sale remains subject to this Section. On request,after expiration of the period stated in subsection (ii) above without exercise of the Declarant's right to purchase, the Declarant shall deliver to the Unit Owner an instrument in recordable form stating that the period within which the Declarant was entitled to purchase the Unit in connection with the sale of which there was given notice has expired and that the right was not exercised. The person may proceed with the sale specified in the notice free of all restriction of this Section but any other sale remains subject to these restrictions. The provisions of this Section shall not apply to Units at any time owned by the Declarant of the Condominium or the Declarant's successors in interest in the Condominium, nor shall the provisions of this Section apply to or impair the rights of a fust mortgage lender to: (i) foreclose or take title to a Unit pursuant to the remedies provided in the mortgage;or (ii) accept a deed in lieu of foreclosure(or assignment in lieu of foreclosure)in the event of default by a mortgagor;or (iii) sell or lease a Unit acquired by the first mortgagee through the procedures set forth in the preceding subsections(i)and(ii). Section 13. Definitions. All terms and expressions used in this Master Deed which are defined in Chapter 183A shall have the same meanings here unless the context otherwise requires. Section 14. Waiver. The provision of this Master Deed shall be waived only in writing by the party charged therewith,and not by conduct,no matter how often repeated. THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK 488707 (Page 9 of 14) rpMtrMOEED Registry Southern E554K 412712006 10 30 I -9- i M Section 15. Partial Invalidity. The invalidity of any provision of this Master Deed shall not impair or affect the validity of the remainder of this Master Deed and all valid provisions shall remain enforceable and in effect notwithstanding such invalidity. �,, EXECUTED UNDER SEAL this 2 41 t' t day of April,2006. 96 SW SCWJrManaag4r By: J.Hi R B . Josh M.Thibert, anger 466707 (Pana 10 of 14) Southern Essex Dlstrfot Registry i— 4/27/2006 10:30 RM MDEED 1 f II I THE COMMONWEALTH OF MASSACHUSETTS Suffolk,ss. On this day of April, 2006, before me, the undersigned notary public, personally appeared J. Hilary Rockett, Jr., proved to me through satisfactory evidence of identification, which was ❑ photographic identification with signature issued by a federal or state governmental agency, ❑ oath or affirmation of a credible witness, personal knowledge of the undersigned, to be the person whose name is signed on the preceding or attached document,and acknowledged to me that he signed it voluntarily for its stated purposg as manager of 96 Swampscott Road,LLC. Notary Public My commission expires: SC�. HOWARD L. LEVIN Notary Public �Commonweahh of Massachusetts My Commission Expires October 13,2006 466707 11 Southern EssexeDlstriot4Registry 4/27/2006 10:30 AM MDEED - 11 - i EXHIBIT"A" SALEM COMMERCE PARK CONDOMINIUM Description of Land That land with the buildings and improvements thereon presently known as and numbered 96 Swampscott Road, situated in Salem,in the County of Essex and Commonwealth of Massachusetts,bounded and described as follows: NORTHEASTERLY by Swampscott Road two hundred sixty eight and 70/100(268.70)feet; and SOUTHEASTERLY thirty(30)feet, NORTHEASTERLY one hundred forty and 64/100(140.64)feet SOUTHEASTERLY seven hundred thirty seven and 54/100(737.54)feet, SOUTHERLY one hundred seventy three and 97/100(173.97)feet, SOUTHEASTERLY one hundred forty one and 51/100(141.51)feet, SOUTHWESTERLY two hundred sixty six and 11/100(266.11) feet, SOUTHEASTERLY sixty seven and 84/100(67.84), SOUTHWESTERLY three hundred fifty(350)feet, NORTHWESTERLY eighty two and 84/100(82.84)feet, SOUTHWESTERLY thirty(30)feet,and NORTHWESTERLY eight hundred forty four and 95/100(844.95)feet by lot 698,as shown on plan hereinafter mentioned. All of said boundaries are determined by the Court to be located as shown upon plan numbered 11802-42, drawn by Merrimack Engineering Services,Surveyors,dated September 13, 1985,as modified and approved by the Court,filed in the Land Registration Office,a copy of a portion of which is filed with Certificate of Title 55254 in said Registry,and the above described land is shown as lot 699,on last mentioned plan. Part of the above described land is subject to a Taking of Easement by the Essex County Commissioners, dated July 16, 1963, and filed as Document 106456 in said Registry,and shown on plan filed with said document. There is appurtenant to the above described land rights and easements over said lot 698 as described in said deed Document 206220, and rights and easements over Lots 725 and 728 as described in Easement Agreement dated February 9,2000,between Atlantic Extrusions Corporation and Fafard Real Estate and Development Corp,filed as Document Number 368322. The premises are conveyed subject to and with the benefit of all rights,agreements,easements,reservations and restrictions of record insofar as now in force and applicable,including matters set forth in Certificate of Title No. 60656. 86707 (Pa9a 12 of 141 4 g127l2006E10 30 AM tr l. MDEED�Histry - 12- x . EXHMIT"B" SALEM COMMERCE PARK CONDOMINIUM Descriotion of Units Unit Designations of the Units in the Condominium, location,the Approximate Area of each Unit,and the percentage interests of the Units in the Common Areas and Facilities,are as follows: Unit Designation Location Approximate Area in Square Feet Percentage Interest 1 First Floor 22,250 13.3 I 2 First Floor 11,130 6.7 3 First Floor 11,130 6.7 4 First Floor 11,130 6.7 5 First Floor 31,470 18.9 6 First Floor 79,800 47.7 TOTAL: 166,910 100% 466707 (Pape 13 o/ 14) Southern Essex Distriot Registry 4/27/2006 10:30 RM MDEED 13- f ( 1 U �- rp Ofco I � LUof N _ � C3w co LU Cn o U > U LU w O rWi w w � 466707 (page 14 Dictrio 4Re9 ist rV Southern E s 30 RM MDEED 412712006 1 _ 46681DOCUMENT NO. j I bjh aJoi7S SALEM COMMERCE PARK CONDOMINIUM UNIT DEED GRANTOR: 96 Swampscott Road, LLC, a Massachusetts limited liability company, having an address at 5 Corn Point Road, Marblehead, MA 01945 GRANTEE: Kevin G. Tobin and Catherine J. Tobin, Trustees of KCT Realty Trust under a Declaration of Trust dated March 24, 2006 and filed herewith as Document Number having an address at 4 Morgan Island Road, Beverly, MA 01915 UNIT: 2 PERCENTAGE INTEREST: 6.7 ' �I Iil'yl'�I iii j�i�I i tI' y AREA:11,130 sq. ft. PARKING SPACES: Numbers 155-159 and 185-190 ro UNIT POST OFFICE ADDRESS: 96 Swampscott Road, Salem, Massachusetts 01970 0 0 W. o CONSIDERATION: $695,625.00 U 0. N cl) GRANTOR, owner of the UNIT described above in SALEM COMMERCE PARK CONDOMINIUM created by Master Deed dated April 24, 2006, and filed on April 27, 2006 with the Essex South Registry District of the Land Court as Document Number 466707, and b noted on Certificate of Title Number C-205000, in accordance with the provisions of G.L. c. 183A, grants the UNIT to GRANTEE with QUITCLAIM COVENANTS for the CONSIDERATION stated above. 0 The UNIT contains the AREA listed above and is laid out as shown on a plan filed herewith, which is a copy of a portion of the plans filed with the Master Deed and to which is affixed a verified statement in the form provided for in G.L. c. 183A, Section 9. The UNIT is conveyed together with the above-listed PERCENTAGE INTEREST (a) in the common areas and facilities of the Condominium, as. described in the Master Deed, and (b) in SALEM COMMERCE PARK CONDOMINIUM TRUST, under Declaration of Trust dated April 24, 2006, and filed with the Essex South Registry District of the Land Court as Document Number 466708 and noted on Certificate of Title Number C-205000. The UNIT is to be used in accordance with the Master Deed only for commercial purposes to the extent permitted from time to time under the Zoning Ordinance of the City of Salem (the "Zoning Law"), including all special permits and variances granted thereunder, and for no other purpose. 3} I I I I II 465819 VIII VIII+III Btch.200724 Southern Essex District Registry _ 4/2/28/2/200fi 03:01 PM WEED / 46fi9v3 ��r� � S°nS f/ SALEM COMMERCE PARK CONDOMINIUM UNIT DEED GRANTOR: 96 Swampscott Road, LLC, a Massachusetts limited liability company, having an address at 5 Com Point Road, Marblehead, MA 01945 GRANTEE: Unit 5-96 Swampscott Road, LLC, a Massachusetts limited liability company, having a mailing address at 15 Wymon Way, Lynnfield, MA 01940 I - T I" W - 11 IIII � UNIT: s a �:y} lu r ? PERCENTAGE INTEREST: 18.9 " f II' lily . ^ P ;( Ij� "t ;' IIS AREA: 31,470 sq. ft. d M PARKING SPACES: 124-132 and 204-214 ro v UNIT POST OFFICE ADDRESS: 96 Swampscott Road, Salem, Massachusetts 01970 N 0 CONSIDERATION: $1,413,000.00 a GRANTOR, owner of the UNIT described above in SALEM COMMERCE PARK CONDOMINIUM created by Master Deed dated April 24, 2006, and filed on April 27, 2006 With the Essex South Registry District of the Land Court as Document Number 466707, and noted on Certificate of Title Number C-205000, in accordance with the provisions of G.L. c. 183A, grants the UNIT to GRANTEE with QUITCLAIM COVENANTS for the T CONSIDERATION stated above. ' o The UNIT contains the AREA listed above and is laid out as shown on a plan filed herewith, which is a copy of a portion of the plans filed with the Master Deed and to which is affixed a verified statement in the form provided for in G.L. c. 183A, Section 9. The UNIT is conveyed together with the above-listed PERCENTAGE INTEREST (a) in the common areas and facilities of the Condominium, as described in the Master Deed, and (b) in SALEM COMMERCE PARK CONDOMINIUM TRUST, under Declaration of Trust dated April 24, 2006, and filed with the Essex South Registry District of the Land Court as Document Number 466708 and noted on Certificate of Title Number C-205000. _... The UNIT is to be used in accordance with the Master Deed only for commercial purposes to the extent permitted from time to time under the Zoning Ordinance of the City of Salem (the "Zoning ! Law"), including all special permits and variances granted thereunder, and for no other purpose. rte v;U FOR Bffil 11$ _fv II I IIIIIIIIIIIII IIII IIIIII 16Y ne coup,"- 1 466933 (C206 002+) Btoh:200832� ///lll {✓ Southern Essex Dlstrlot Registry W 5/2/2006 02:01 PM UDEED 0- f1r1JMENTN0. qb7a 3 SALEM COMMERCE PARK CONDOMINIUM �jMS C6D�vlC� UNIT DEED 1 GRANTOR: 96 Swampscott Road, LLC, a Massachusetts limited liability company, having an address at 5 Corn Point Road, Marblehead, MA 01945 GRANTEE: Jacqueline's Gourmet Cookies LLC, a Massachusetts limited liability company having a mailing address at 342 Pearl Street,Malden, MA 02148 � UNTT: 1 C1 � d o `•��GUIBI� '" tV "'' PERCENTAGE INTEREST: 13.3% E � ..... y AREA: 22,250 sq. ft. "' to LU o $ PARKING SPACES: 69-76, 139-143, 144-154, 174-184 _ .— Q f1 UNIT POST OFFICE ADDRESS: 96 Swampscott Road, Salem, Massachusetts 01970 0 D: o CONSIDERATION: $1,325,000.00 U N a Cl) GRANTOR, owner of the UNIT described above in SALEM COMMERCE PARK r CONDOMINIUM created by Master Deed dated April 24, 2006, and filed on April 27, 2006 with the Essex South Registry District of the Land Court as Document Number 466707, and b noted on Certificate of Title Number C-205000, in accordance with the provisions of G.L. c. 183A, grants the UNIT to GRANTEE with QUITCLAIM COVENANTS for the T a CONSIDERATION stated above. 0 TUNIT contains the AREA listed above and is laid out as shown on a plan filed herewith, Wich is a copy of a portion of the plans filed with the Master Deed and to which is affixed a v rifted statement in the form provided for in G.L. c. 183A, Section 9. The is conveyed together with the above-listed PERCENTAGE INTEREST (a) in the common areas and facilities of the Condominium, as described in the Master Deed, and (b) in SALEM COMMERCE PARK CONDOMINIUM TRUST, under Declaration of Trust dated April 24, 2006, and filed with the Essex South Registry District of the Land Court as Document Number 466708 and noted on Certificate of Title Number C-205000. The UNIT is to be used in accordance with the Master Deed only for commercial purposes to the extent permitted from time to time under the Zoning Ordinance of the City of Salem (the "Zoning Law"), including all special permits and variances granted thereunder, and for no other purpose. ` Page I of 3 Illl�sllllll�llllG�lt0ll�ll0lalllll�h Resist°rt3511�� 4 467237 rn E.a�x Dlctr to 6f 1012008 12:56 PM UDEED. .._ / norUMENT NO._—WaQ—C264-� SALEM COMMERCE PARK CONDOMINIUM UNIT DEED GRANTOR: 96 Swampscott Road, LLC, a Massachusetts limited liability company, having an address at 5 Corn Point Road,Marblehead, MA 01945 GRANTEE: TCS Kids, LLC, a Massachusetts limited liability company, having a mailing address at 272 Highland Ave, Salem,MA 01970 UNIT: 3 �� N PERCENTAGE INTEREST: 6.7°/6 ".:^'^I 'IfI1 V6 C ) .......... n W AREA: 11,130 sq. ft. G7 o V WW $ � PARKING SPACES: 160-163 and 191-193 a w � UNIT POST OFFICE ADDRESS: 96 Swampscott Road, Salem,Massachusetts 01970 o CONSIDERATION: $695,625.00 x GRANTOR, owner of the UNIT described above in SALEM COMMERCE PARK v3 CONDOMINIUM created by Master Deed dated April 24, 2006, and filed on April 27, 2006 with the Essex South Registry District of the Land Court as Document Number 466707, and noted on Certificate of Title Number C-205000, in accordance with the provisions of G.L. c. 183A, grants the UNIT to GRANTEE with QUITCLAIM COVENANTS for the CONSIDERATION stated above. A The UNIT contains the AREA listed above and is laid out as shown on a plan filed herewith, which is a copy of a portion of the plans filed with the Master Deed and to which is affixed a verified statement in the form provided for in G.L. c. 183A, Section 9. The UNIT is conveyed together with the above-listed PERCENTAGE INTEREST (a) in the common areas and facilities of the Condominium, as described in the Master Deed, and (b) in SALEM COMMERCE PARK CONDOMINIUM TRUST, under Declaration of Trust dated April 24, 2006, and filed with the Essex South Registry District of the Land Court as Document Number 466708 and noted on Certificate of Title Number C-205000. The UNIT is to be used in accordance with the Master Deed only for commercial purposes to the ,I6G extent permitted from time to time under the Zoning Ordinance of the City of Salem(the "Zoning IiY Law"), including all special permits and variances granted thereunder, and for no other purpose. �WpRgvfo FOR REGISTRAI'ON @YTHFQQURTAa Oerd®rmp '.� �� I65IIIII11C20IIIIIIIIII �0 4662fi6 (C206 00011 St 2021171 Pagel of3 Southern Essex District Registry .�-.y� 6/9/2006 03:47 PM WEED SALEM COMMERCE PARK CONDOMINIUM UNIT DEED GRANTOR: 96 Swampscott Road, LLC, a Massachusetts limited liability company, having an address at 5 Corn Point Road,Marblehead, MA 01945 GRANTEE: David R. Ekstrom and Elizabeth L. Ekstrom, both as Trustees of the Ekstrom Realty Trust under a Declaration of Trust dated June 30, 2006, and filed herewith as Document Number LI(Crl I I having an address at 16 Hathaway Avenue, Beverly, MA 01915 UNIT: 7 E Ld:0 .1E a N PERCENTAGE INTEREST: 6.5 AWN AREA: 10,933 sq. ft. W W PARKING SPACES: I through 12 UNIT POST OFFICE ADDRESS: 96 Swampscott Road, Salem,Massachusetts 01970 CONSIDERATION: $ 750,000.00 IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII 469182 Stch: Southern Essex 01strLot Registry 13012006 3:44:00 PM WEED GRANTOR, owner of the UNIT described above in SALEM COMMERCE PARK CONDOMINIUM created by Master Deed dated April 24, 2006, and filed on April 27, 2006 with the Essex South Registry District of the Land Court as Document Number 466707, and noted on Certificate of Title Nurnber C-205000, as amended by the First Amendment to the Master Deed dated June 2, 2006 and filed on June 13, 2006 with said Registry District as Document Number 468416, in accordance with the provisions of G.L. c. 183A, grants the UNIT to GRANTEE with QUITCLAIM COVENANTS for the CONSIDERATION stated above. ' The UNIT contains the AREA listed above and is laid out as shown on a plan filed herewith, which is a copy of a portion of the plans filed with the Master Deed and to which is affixed a verified statement in the form provided for in G.L. c. 183A, Section 9. The UNIT is conveyed together with the above-listed PERCENTAGE INTEREST (a) in the common areas and facilities of the Condominium, as described in the Master Deed, and (b) in SALEM COMMERCE PARK CONDOMINIUM TRUST, under Declaration of Trust dated April 24, 2006, and filed with the Essex South Registry District of the Land Court as Document Number 466708 and noted on Certificate of Title Number C-205000.Qo Aj �,W RPROVED FOR REGISMDW BY THE C04JRTI. Page I of 3 61,-2 j/1 mal DOCW,,%,ENTNO. SALEM COMMERCE PARK CONDOMINIUM UNIT DEED GRANTOR: 96 Swampscott Road, LLC, a Massachusetts limited liability company, having an address at 5 Corn Point Road, Marblehead, MA 01945 GRANTEE: Groom Realty LLC, a Massachusetts limited liability company, having an address at 324 Essex Street, Swampscott, MA 01907 UNIT: 6 0 r a PERCENTAGE INTEREST: 13.1 AREA: 21,870 sq. ft. - Uy N PARKING SPACES: 77 through 85, 86 through 95,and 98 through 113 ET UNIT POST OFFICE ADDRESS: 96 Swampscott Road, Salem, Massachusetts 01970 CONSIDERATION: $1,125,000.00 0 GRANTOR, owner of the UNIT described above in SALEM COMMERCE PARK CONDOMINIUM created by Master Deed dated April 24, 2006, and filed on April 27, 2006 a with the Essex South Registry District of the Land Court as Document Number 466707, and noted on Certificate of Title Number C-205000, as amended by the First Amendment to the Master Deed dated June 2, 2006, and filed on June 13, 2006, with said Registry District as Document Number 468416, in accordance with the provisions of G.L. c" 183A, grants the UNIT described above to GRANTEE with QUITCLAIM COVENANTS for the CONSIDERATION stated above. The UNIT contains the AREA listed above and is laid out as shown on a plan filed herewith, which is a copy of a portion of the plans filed with the Master Deed and to which is affixed a verified statement in the form provided for in G.L. c. 183A, Section 9. The UNIT is conveyed together with the above-listed PERCENTAGE INTEREST (a) in the common areas and facilities of the Condominium, as described in the Master Deed, and (b) in SALEM COMMERCE PARK CONDOMINIUM TRUST, under Declaration of Trust dated April 24, 2006, and filed with the Essex South Registry District of the Land Court as Document Number 466708 and noted on Certificate of Title Number C-205000. The UNIT is to be used in accordance with the Master Deed only for commercial purposes to the extent permitted from time to time under the Zoning Ordinance of the City of Salem (the "Zoning .d, J_AAA PFROVE()F01; 111111111111111111111111111111 BY ,��UA?. 468688 (C206 000+) Btch:202396 Southern Essex District Registry /�pa 6 6/16/2006 11:34 RM UDEED -- o 'ON 1N:jVYi t..v.. y Jl 4702188 SALEM COMMERCE PARK CONDOMINIUM UNIT DEED GRANTOR: 96 Swampscott Road, LLC, a Massachusetts limited liability company, having an address at 5 Corn Point Road, Marblehead, MA 01945 GRANTEE: Swampscott Road Associates LLC, a Massachusetts limited liability company with a principal place of business at 168 Broad Street, Lynn, MA 01901 02 0 UNIT: 10 a0 E3 ig PERCENTAGE INTEREST: W 5 Aft AREA: 7,531 sq. ft. d p o ' PARKING SPACES: 36, 37, 38, 39,40,41,42 a g U UNIT POST OFFICE ADDRESS: 96 Swampscott (road, Salem, Massachusetts 01970 CONSIDERATION: $456,400.00 tj 0 U N a GRANTOR, owner of the UNIT described above in SALEM COMMERCE PARK n CONDOMINIUM created by Master Deed dated April 24, 2006, and filed on April 27, 2006 with the Essex South Registry District of the Land Court as Document Number 466707, and noted on Certificate of Title Number C-205000, as amended by the First Amendment to the Master Deed dated June 2, 2006 and filed on June 13, 2006 with said Registry District as < Document Number 468416, and as further amended by the Second Amendment to the Master Deed dated August 1, 2006 and filed on with said Registry District as Document 2 Number in accordance with the provisions of G.L. c. 183A, grants the UNIT to " GRANTEE with QUITCLAIM COVENANTS for the CONSIDERATION stated above. The UNIT contains the AREA listed above and is laid out as shown on a plan filed herewith, which is a copy of a portion of the plans filed with the Master Deed and to which is affixed a verified statement in the form provided for in G.L. c. 183A, Section 9. i The UNIT is conveyed together with the above-listed PERCENTAGE INTEREST (a) in the common areas and facilities of the Condominium, as described in the Master Deed, and (b) in SALEM COMMERCE PARK CONDOMINIUM TRUST, under Declaration of Trust dated April 24, 2006, and filed with the Essex South Registry District of the Land Court as Document Number 466708 and noted on Certificate of Title Number C-205000. .PPROVED FOR 11*1 T11BCOII IIIIIIIIIIIIIIIIIIIIIII�IIIIII � " ' �'-. 470208 (C205 000') BIch:204077� Southern EEl" Dlstrlot Rapl:try !_ 0/4/2000 10:57 AM UDEED "J 71783 SALEM COMMERCE PARK CONDOMINIUM UNIT DEED GRANTOR: 96 Swampscott Road, LLC, a Massachusetts limited liability company, having an address at 5 Corn Point Road, Marblehead, MA 01945 GRANTEE: R& J Swampscott Road LLC, a Massachusetts limited liability company having its principal place of business at 43 Norman Street, Marblehead, MA 01945 rn UNIT: 8 O o o al PERCENTAGE INTEREST: 18.8% ; / rj � m .. AREA: 31,366 sq. ft. PARKING SPACES: Nos. 15-24, 43-52, 96-97, 114-1-23 W / ; o UNIT POST OFFICE ADDRESS: 96 Swampscott Road, Salem,IVAa DUuuncna V.` I o j o CONSIDERATION: $1,882,000.00 U 0. i GRANTOR, owner of the UNIT described above in SALEM COMMERCE PARK CONDOMINIUM created by Master Deed dated April 24, 2006, and filed on April 27, 2006 with the Essex South Registry District of the Land Court as Document Number 466707, and noted on Certificate of Title Number C-205000, as amended by the First Amendment to the . y Master Deed dated June 2, 2006 and filed on June 13, 2006 with said Registry District as Document Number 468416, and as further amended by the Second Amendment to the Master Deed dated August 1, 2006 and filed on August 4, 2006 with said Registry District as Document Number 470286, and by the Third Amendment to the Master Deed dated September 12, 2006 o and filed on September a 1 2006with said Registry District as Document Number Ll 11 1 c2i U , in accordance with the provisions of G.L. c. 183A, grants the UNIT to GRANTEE with QUITCLAIM COVENANTS for the CONSIDERATION stated above. The UNIT contains the AREA listed above and is laid out as shown on a plan filed herewith, which is a copy of a portion of the plans filed with the Master Deed and to which is affixed a verified statement in the form provided for in G.L. c. 183A, Section 9. The UNIT is conveyed together with the above-listed PERCENTAGE INTEREST (a) in the common areas and facilities of the Condominium, as described in the Master Deed, and (b) in SALEM COMMERCE PARK CONDOMINIUM TRUST, under Declaration of Trust dated April 24, 2006, and filed with the Essex South Registry District of the Land Court as Document Number 466708 and noted on Certificate of Title Number C-205000/,and amended by the First 44 RPROVED FOR REGIST-PA 4IIIII�IIIIII��IIIIIIIIIIII�I� BY THE COURr. ' 1 Btch:2056931 /� _ Sauth.rn Eu.x District B.yi.try - /�, ��"'i 9/22/2006 17:53 nm UDEED r—�(M��u. ' ..,,, i1ENTNO. SALEM COMMERCE PARK CONDOMINIUM UNIT DEED GRANTOR: 96 Swampscott Road, LLC, a Massachusetts limited liability company, having an address at 5 Corn Point Road, Marblehead, MA 01945 ' C,IRANTEE: trS & D & D, LLC,a Massachusetts limited liability company having its principal place of business at 96 Swampscott Road,Unit 9, i9tS1 DSD LLC- UNIT: 9 O PERCENTAGE INTEREST: 4.8% 1111 11� � 4li,' AREA: 8,100 sq. ft. _ 1Z UjV EF F PARKING SPACES: 25,26, 27, 28, 29, 30, 31, 32 a W W t] m UNIT POST OFFICE ADDRESS: 96 Swampscott Road, Salem, Massachusetts 01970 CONSIDERATION: $526,500 O U S1 3 GRANTOR, owner of the UNIT described above in SALEM COMMERCE PARK CONDOMINIUM created by Master Deed dated April 24, 2006, and filed on April 27, 2006 CC with the Essex South Registry District of the Land Court as Document Number 466707, and noted on Certificate of Title Number C-205000, as amended by the First Amendment to the Master Deed dated June 2, 2006 and filed on June 13, 2006 with said Registry District as Document Number 468416, and as further amended by the Second Amendment to the Master Deed dated August 1, 2006 and filed on August 4,2006 with said Registry District as Document I Number 470286, and by the Third Amendment to the Master Deed dated September 12, 2006 f' o and filed on September 22, 2006 with said Registry District as Document Number 471780 in II accordance with the provisions of G.L. c. 183A, grants the UNIT to GRANTEE with QUITCLAIM COVENANTS for the CONSIDERATION stated above. f ` The UNIT contains the AREA listed above and is laid out as shown on a plan filed herewith, which is a copy of a portion of the plans filed with the Master Deed and to which is affixed a verified statement in the form provided for in G.L. c. 183A, Section 9. I The UNIT is conveyed together with the above-listed PERCENTAGE INTEREST (a) in the common areas and facilities of the Condominium, as described in the Master Deed, and (b) in SALEM COMMERCE PARK CONDOMINIUM TRUST, under Declaration of Trust dated April 24, 2006, and filed with the Essex South Registry District of the Land Court as Document Number 466708 and noted on Certificate of Title Number C-205000, and amended by the First Amendment to the Declaration of Trust dated September 12, 2006, and filed on September 22, 2006 with said Registry District as Document Number 47178 1. 1�1 ppFJOVEI)FOR REGISTM IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII f3 BY/'�p''A `"�'/ 472301 (C205 009+) Btch-206Q4 ��`'�^'�'�' / `,� - •- Southern Essex DiM. D.OEt Registry +•�^�+� ^�L �b/j�d�� 10/6/2006 12:15 - N C BEVERLYAND SALEM ,cam{ J ECONOMIC TARGET AREA �� � 4VM V. ttVS a ��1 = f \� 7' l.Ya R�,N i1 .ih�`-,ihl..<. '+• 4 ' All xswan,x'mo ! 7uS t i r —Ji,s, i§11,NIN mowi VVi IVim t a djwi F t i xOmn+ cwrEm y� I 4 zvQx l� j � w ¢comm.. VI nmm�rtn «waov , L h 4rasmA�M ti G € ytf CITY OF SALEM 4 �. �3a scneeun u.ms - 'n tuna wilf Ec4"v' �Pfi� '34 l � ``V�N t may. E wLwu . ambeney Driscoll t o } x a v{t =k mr v v. i t /Y� i tfr v N 4 4 r--1 Y { i ''"noi � , SUN y'`✓J�m.F�fi Map created by SalemGlS and yt Appled Geographla,February 2007 U wevmr rt,4t ,,rION ! FOR PLANNING PURPOSES ONLY ` FL l Y- Cfr.rzV . ii .,�" w , Efrt t(! t J J- 6 OATASCURCE6'. 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DATASOURCES"y ar Rco o-meryw'.snlem .e..0ION, awa s em Water from W .Gls W Economic Target Area rnrmrcl ;i k Essex County min '