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AFFORDABLE HOUSING RESTRICTION - BOSTON CROSSING LLC - 43 & 179 BOSTON STREET ' 1
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AFFORDABIE HOUSING RESTRICTION
DATE; As of August �. 2017
GRANTOR: Boston Street Crossing LLB
PROPERTY NAME: Boston Street.Crossing
TOTAL.NUMBER OF UNITS: .26
TOTAL NUMBEik OF RESTRICTED UNITS: 26
NUMBI_i2 OF HIGH MODERATE INCOME UNITS(110% AMI};1 0
NUMBER OF MODERATE INCOME UNITS (90%AMI):. 0
NUMBER OF LOIN INCOME UNITS (60% AMU;
NUMBER.OF VERY LOIN INCOME UNITS (50%AMI): 0.
NUMBER OF EXTREMELY C011'ii INCOME UNITS(30.% AMI): 26
NUMBER OF HOME ASSISTED UNITS: 11
PROPERTY ADDRESS: 43 and 179 Boston.Street
Salem, Massachusetts
AFFORDABILITY TERM:'Perpetual
This Affordable Housing 'Restriction (this "Restriction"):is drifted bj+tM .undersign ed Grantor,.a
Massachusetts limited laabiiity company having a mailing address of c/o Harborlight Community
Partners Ipt, PO Box:507, Beverly, Massachusetts 01915,for the benefit. of The Commonwealth of
'Massachusetts acting.by and through the Department of Housing.and Community Development having
a mailing address of 100 Cambridge Street;Suitc_300, Boston, Massadhusetts 02114-2524 tatik6D");
Tice. Commonwealth of Massachusetts, acting:, by and through the Department of Housing and
Community Development udder the Affordable Housing Trust Fund Statute, M.G.L, c.: 1210,:by'the
Massachusetts Housing Finance Agency ("MHFA"), as Administrator,having an address at One Beacon
Street; Boston, Massachusetts 02i08 ("Mr);. Community :Economic.`Development Assistance
lNumbers in parentheses are the percentage of mWiad Jncome'f6r;the.Area(AMI,as defined below.),adjusted
for family size, as determined from time to time by HUD(as defined below) pursuant to Sectlon B..of the
United States Housing Act;as amended.
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AFFO0=11E11011Sil16 MTRICTICN
Corporabon,z body'politic.a ndl corpdratgs duly organized and existing irn°acco.rdance With Chapter 40H
of the Massachusetts General Laws with an ofl5ce at 18. Tremont Street, Suite. SQO i3aston,
Massachusetts 02108 ("CEDAC"); the North Shore HOME Consortium,acting by and through the City of
Salem,Massachusetts,having an address at 120 Washington Street,Salem; Massachusetts 01970 (the
"City"); Community Economic Development Assistance Corporation,:having a mailing address of 18
Tremont Street, Suite, 590;11 Boston,. Wissachu:setts 021. 8, As :agent for The Commonwealth of
Massachusetts,acting by and through the Department of Housing and Comm.unity Development under
the Housing Innovatlons Trust Fund Statute, M.G.L.: c. 121E ('41TF'':) Massachusetts Hqusi.
.Partnership Fund Board, having a mailing address of 160 Federal Street, Boston, Massachusetts 02110,
as agent for.The Commonwealth of Massachusetts, acting by and through the Department of Housing
and Community Development under the Housing :Stabilization and Investment Trust 'Fund Statute,
M.G.L.c. 121 .{"HSZTr), CPty of Peabody, as agent:for and representatiue.merrilber of the:.North Shore
H.qmt tonsortlum; having an address at City Hail;24 Lowell Street, Peabody; Massaehusettz.0196.0
("the Consortium");the_Department of Mental Health of Executive Office of Health and;muman Services,
established pursuant to M.G.L. c. 19, with a mailing address of 25 Staniford Street, Boston,
Massachusetts_02114 CDMH'); the.Department.of Developmental Services of the EXecutive Office.of
Health and Human :Services, established :pursuant to. M.GA— c. 195, with a.mailing.address of 5.U0
Harrison Avenue;.Boston, Massachusetts 02118.("0DS") and the.City of Salem,.tiaving an address at
120 Washington Street, Salem, Massachusetts 01970. under a grant ay aird through its Coriirnuriity
Preseriiation Act Committee to Hai borlight:Community Partners Inc. ("CPA");
.BACKGROUND
A.. The,Grantor,holds,or will.,acquire legal title to the Property and intends to rehabilitate am
acqulre.a 26-�unitrental housing development,,,consisting.oftw:o residential buildings, at the
Property (the "Project").
B As a condition of the Loan and of the.grant by CPA to rlarborlight Community Partners.-Inc.
(the"Sponsor"l,the:Granto.r has agreed that this Restriction be imposed:upon the Property
as o covenarit.running With the. Land and. binding; upon any successor to the Grantor, as
owner thereof.
RESTRICTIONS
NOW,.THEREFORE, for good and valuable consideration, the recelpt and sufficiency:of which are
hereby aglcnGwledged,the Granter hereby covenants as follows:
1. Definitioris. Capitalized terms..used:Herein are defined he:reinand in Exhibit D attached
hereto.
21 Use k.estrietilons. The Property shall be"reserved and used for the.Permitted Uses and for
no other ptirpote. The. Restricted Units .shall include at:least 26 Studio :Emits. Eleven .of :t'he
ii.estrictet4 Units snail .be deemed to;b.e assisted..under the H0ME Program ('HOME Assisted;Units.")
provided that.eertalo of the provisions of the i1DP1)= Program may cease to be effective 20 years after
the tompletion of the PMfect (the ?HOME Term") :as snore.fully set forth:in Section 51 of the Loan,.
Agreemen' I of Massa by and
between Granitpras. Scirrowerand The C.Cm-rnonwealti. chusetts.acting.
through the Department of Housing and Community Development for itself and as agcnt for certain
other lenders.. Such HOME Assisted,Units.may also constitute Restricted Units with respect to other
programs hercunden.:As of the d.ate hereof, the Property has ar'lsexpected to have the benefit of
a contract for.26 projept-ba$ed vouchers under the Massachusetts Rental Voucher Program (the
? Contract"). :If.during the Term the MKVP COntract Is:not renewed at the e14 OF its term,or Is
term hated be othcrwise is no longer In fill[l5brce.and effecthe Hpiders wil consider. request.bythe
Grantor to modify the Mix of Restricted Units.by converting.Extremely Low Income Units to Very Low
income Units or Low Income Unft. A decision by .the .Holders on.such a. request shall take into
,consideration the financial viability of the Property and shalt be made.:I.n.:the sole reasonable discretion
of the Participating.Lpriders Who have required h . remelt'' L6w Jnt6rneAJn]1ts,.as shoWn on Uhib
.C. The Prupe.rty. also_Shall include at least six (6) Units accessible:to Indlylopails With mobility
-
linpair-ments.and at[east two (2)additional Units accessible t9 individuals:wIth sensory impairments.
Each Unit shall.contain complete facilities for living, sleeping, eating, cooking and sanitation that
are-to be used on.other than a transient basis. Each Unit shall meet the housing quality standards
set forth in the regulations Of.H.UD.at 24,�.F.,,R,, §%R2_401 orany.successor thereto,:the access!blilty
requirements at.24 C.F.A. Part a or any. cceS.-5or:..theretu'(whi.ch.irripter.nint..Si.!dt(j*n SIM of the.
su.
Rehabilitation Act of: .973),and,If applicable,-the desiigii and construction eequirement-s'of 24Z.F.1k.
§160.205 or any su.ccessdr thereto (Which.im plem-ent the Fair.Housing Act), The Restricted Units
.shall be dispersed evenly throughout the buildings comprising the Improvements. The Grantor shall
at all times maintain a social service program administered by a social service provider acceptable
to tht! HP.Iders. Throug.hout the teem bereof, the.Granter shotl maintain the Property
and the
Improvements in good, safe and habitable condition In all respects and.in full compliance with All
applicabla.laws, 6y-laws,rules and regulations of.any goviemmebtal (or quasi-goVemmental) body
rnihgt Mon e con e Property:with jurisdiction over inatters.:cjonce h condition of the
3. Occupancy Restrictions. The following restrictions shall apply during the period
commencing,With the first.date on which any Units are Dccup1jed.80contipping for the balance.pf
the Affordability Ter subject always to any applicable rent restrictions of the federal low"income
housing.tax credit program under Section 42 of the tnteprtpl Ravertue Code" of 1986, as cirridnddid,
and any provislo.n herein that c6hfllcts with th,6.req biremdnts of the federal low7l'itcorne housing tax
credit program shall bb.6uspefided so long as.therestricUors under the,federal low intlome housing
tax credit program are in effect.
A. Mictremply Low Income 1prilits. Aff 26 of the Units of the types shown on Exhibit C attached
honsto Shall be.:le a4ed eXciusjfve-ly-to Extremely
xtreMely. Low Income Fiiim' illes ("Fxtrerndly Low
'I'n'c6 'me Uhlfs").: The in-bfithl!y tent charged to.6 FAffilly occupying arj..Extremely LPW income
Unit shall be onew.twelfth:of thirty. percent (30N).of thitty percent (309/6) of the Bedroom
Adjusted Ai I, minus, if applicable, an allowance established by the Holders for any.util ffies
and Services(excluding telephone)to be paid by the occupying Family, A Family who. resides
in;a Restricted Unit,:WbQ qviplified as an Extremely Low Income Family at the time of such
Farnily's Initial occupancy at the Property and whose Household Income exceeds .thirty
percent(30%), but does hot exceed fifty percent (50%) of they Family size Adjusted AMI
shall continue to be treated as an, Extrernefy. Low Income Fpm.fly bllt, from and after the
M a
AFFBITUBLE HOUSING BESTRICTION
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AMPIration ;of the then.' 'cd rren term of such Family's lease. must pay as monthly rent the
Over-income Rent. 6.1-prihily who resides
ides In a Restricted Unit, Who.qualified as a'n;Extr&mafl1(
Low income Family at the time of sud.i Family s initial occupancy at the Property and whose
lJousehold Income exceeds.fifty percent (.5oyo)j:but does not exceed eight ce
y per nt.(50%),.
of the Familym-slze Adjusted,AMI, shall, from and after theexp[ra.don of the.then-rurrent
,term of such ForallYs lease,.be.trV;kted,as.a�Low income.Family and must pay as monthly
rent the lesser of(x) them*ax1rnurn amount.t:payable. by the Fam,Ily pricler the la.ws1-..o.(.the
.municipality in which the Property Is located.far of The Commonwealth of Massachusetts, (y)
onevwtwelfth of thirty percent (300%) Of sixty percent (60%) of the Bedroom Adjusted AMI:
(minus if applicable, an allowance established by the Holders.for.any utilities and seryloes
[excluding tdophbhe] to be paid by the occupying Family). Ar Family who resides in ;a,
Restricted Unit,' who qualiffed as aP Extremely Low ioqpme Family milly at.the time of Such
Family's Initial. occupancy. at the Property and whose Household Income exceeds eighty.
percent(80%) Of the Family-size.Adjusted AM-1, shall, from andafter the expiration of the
then-ct,irrent term of such Family's lease, no longer be treated as an income-qua lifted Family
and must.pay as monthly rent the Over-Income Rent.
B. H.ERA Rent. Notwithstanding theJoregoing, the Borrower shall be permitted to Increase the
rents to thQse permitted Linde.r$ection:3009 1(ay(E)(i)of,the Housing and Ecoilomicikecovery Act
of 200B (Public Law 110-2819) ( HERA'�, even if such rents would be above those that would
otherwIse be permitted under the above provisions_
C. Applicable cease Term,, Change of Stat4s, .., References in the foregoing.provisions of the
"then-current rrent term 0f"such*Family's lease" shall refer tothe term of the'lease.oroccupancy
agreement.In effect on the: date of the required delivery of the income certification that
reflects (oe that,:if duly deflVered, would.have reflected) the applicable. increase in such
Family's Income. if e Holders' consent,
with.th t,the Grantor does not require that'a lease be
signed for a Restricted Unit.(e.g.,a property providing short-term transitional housing), the
provisions set forth above shall apply, except that the applicable date on which a FqrnJIy'S
incorne-quallfied status and/or applic_abte rent, restriction is modified,shp.11 be the first day
of f the month that is at least thIrty.-(50) days following the date of the required delivery of'
the Income certificatidn that.reflects (or thait, if duly delivereclwould,have reflected) the
applicable increase Imsuch Family's income.
D. Federal or State Rental Subsidy. Except with respect to HOME Assisted Units, IF a
Restricted U.nitor the. I Family,occupying such Unit .receives federal or state rental subsidy,
then the Family's contribution towards rent.shallbe the contribution allowable under the.
federal or state rental subsldy program and the maximum rent (i.e„ tenant contribution
plus rental subsidy) shall, be the rent
t allowable under the-federal or state rental subsidy
program. In the case. of*H0ME,AssIsted Units, if a Restricted Unit receives federal or state
project-based rental subsidy and the .occu.pying Family qualifies as. a Very Low Income
Family.and pays as,.a contribution towards rent not More than thtrt,y r6ent(30%) of onem
twelfth of-the.Family's-1-forusehold Income,f hen the maximum rent(i.e., tenant contribution.
plus.-rental subsidy) shall be the rtnt allowable under the federal or state rental subsidy
program.
�8SSD9CS��f'
AEESMi.1®LE NOUNS RPSTBICileli
E. N�azt.AV. &1JahIAe Unit Rune. Subject to the foregoing, a raitable.Units.shalt be leased,..rented.
or otherwise made available to Extremely Low Income Families, The foregoing provisions:
shall be applied.so as to maintain a mix of Restricted Units that is comparable in size,
features and number of bedrooms tc the oiigin.al.ly designated,.Restricted Units (i e..,.a Unit
wiil.not be considered an available Unit.for purposes of this Paragraph if classificdtlnn of
.such U.nit as. a.Restricted,Unit would.cause,the then current mix of Restricted Units to,na;
longer be compara.hle f.d the-originai'mix:of Restricted:Units described. In .Section 2. above
and as shown on Exhibit:Q
F. FCF Eligible Residents. If at any time fewer than four(4) Units at the Property are leased,
rented:or occupied.by FCF Eligible Residents,then the next available Units 3t the property
shall. all be leased., rented or otherwise made available to FCF.Eligible Resi,deitts until the
required number of Units occupied by FCF Eligible Residents is again obtained. If at an.y.
time DMH or i DS is no:lon.ger.able:.o.r willing to refer DMH or DDS clients to.the Property
because of a_change in DMH.or DOS program needs with respect to the Property,the Grantor
will notify CEDAC as soon as.the Grantor is aware that DMH or D.DS is tenable to provide an
FCF Eligible:Resident for any Unit which is vacant or for which a vacancy is pending. In such
event, the.Grantor and,CEDAC will meet and consult In goon faith with DMH and i]DS'to
Identify an appropriate eligible pnpulation acceptable to CEDAC.for such Units,.consistent
with the then appl.Icable FCF Regulations and FCF Guidelines. If any of such Units remains
vacant fora period of thirty (30)days or longer because of a change In DMH or DDS program
needs, the Grantor shall notify CEDAC that.If a suitable Resident is not agreed upon within
an additional thirty (30) days,the Grantor will lease the Unit to a non-FGF Eligible Resident,
and;if:nelther D�9Mf DD.S nor CE.DAG Identifies an acceptable FCF Eligible Resident,Within
said additional thirty(30) day peelod, the.Grantor fray proceed to. rent such Unit to a:non-
FCF Eligible Resident.
4. Rent Schedule. Except as is set forth In Sections 3:13, projected initial monthly maximum
rents Including .utilities for all.Restricted Units shall be as set forth in .Exhibit.B and Exhibit B-1
attached hereto. If.permitted maximum rents and. utility _allowances :as reflected in the annual
schedule of refits and,utility allowances issued by .DHCDr l crease.,prior tb Initial occupancy of the
Project, :the Initial monthly Maximum rents and:utility allowances shall,be as set fortes_In the'latest
schedule.issuued by DHCD. Notwithstanding the tent restrictions set forth-In Section 3 above, the
maximum monthly rent permitted to be charged fora Restricted Unit at any particular income level
Is not required to be lower than the maximum. rent applicable at such income level pursuant to
Exhibit'g and Exhibit B-,1 or such ,higher lnitiaf maximum rent app.li°cableat .such income. level '
pursuant.to the immediately preceding sentence; regardless of-changes-in fair market rents or in
median income over time (subject only to the restrictions:appticable_I:n the,event of aiay f0deral_or
state subsidy, as set.forth in Section 3 above). Rents for Restricted Units shall not be increased
above applicable maximums without all Molders'prior written approval of a specific request by the
Grantor for a rent increase,except for Increases implemented in accordance with en annual schedule
of maximum rents and rallowances issued by DHCD. Notwithstanding the foregoing,.rent Increases
shall be;subject to the provisions of outstanding leases and shall not he Implemenfe:d without at.
least :thirty (30). days'. phar written notice b? the Grantor -to all. affected Residents and
notwithstanding any:provislon in a lease.or occupancy agreement to the contrary, In the event of
MassQoc
any increase n 1 1 ' e rent by t Oa�abfe b such.:ReMdents In torlhection with an Increase in the income of
such Residents,,consistent with the terms: hereof,the%:Resldents shall:have the right.to:terminate.
their lease or occupancy agreement by written notice to the Grantor delivered within such thirty
day period.
5. Resident Aele-01".
Non4isMmtnatlOftm Th.9 Grantorshall not discrIminateor I it the.basis of race,rellglbut treed,
color, sex,, age; marital status,-.sexual orientation (which shall not.InclUde: persons whose
sexual orientation involves minor children as the sex object), gender Identity, genetic
information,;.veteran status, membership in the armed. forces, ancestry., national origin,
han0lcap,,blindness, hearing.1.mpairmeq,t or-be(muse a person possesses a trained gulde'.dQg:
as a consequence.of blindness,. hearing irnpalfrrientor other handicap of such.person or any
other basis Profiliititedby law in the teakser use and. occupancy of the Unitsor in connection
with the empl'oyment. or ap I p.licabon for.erriployrrient of persons: for the operation and
management of the Units. The Grantor shall not discriminate against, or refuse to lease.,
rent or otherwise make available:the Units to., a.holder of a certificate or voucher under the
Foera.l Rental Certificate Program or the Federal Rental Voucher Program 6r a holder of a
comparable docurnent'evidencing participation in'6 HOME Program tenant-.based.assistance
program because of the status of the prospective Iv.e -tenant as a holder d er of such cartlficiitei
:Voucher or comparable.HOME Program tenant-based assistance documeflt.
L a. Selection Policies. The Grantor shall adopt and submit to the Holders for approval.r"ident
selection policies:and criteria for the Restricted Units that;
(I); Are c.dnsiste.nt.with the purpose of providing hoqsfng For an Extremely W.W. Income
Farrilly,as defined below And requited herein;
(il) Are reasonably related to eligibility yofprospective .tenant I s underthe Vrogran-s and to
the prospective tenants' ability to per-form the obligations of the Gn6ntoils form lease;.
and
(M) Provide for (k) the: selection of Residents from a written waiting list. In the
chr-driolog.fcal order of their applIcation insofar as practicableand (y) the iprompt
written;notification to any rejected applicant of the grounds far any rejection.
The.Grantor shall also provide the Holders with an affirmative marketing ng plan acceptable to all
Holders,. The affirmative marketing plain must comply with all applicable statutes regulations
and executive orders, with all Holders'affirmative marketing, requirements. and With t)HCD's
directives. reflecting the agreement between DHCD. and H.UD in the case of NAACP, Boston
Chapter,VL Kemp, The:approved marketing Pla(n and die approved resident selection l5oncles
and.criteria shall be adhered to In every respect andany changes the shall be subject:to the
prior written approval of the Holders. The Grantor shall list vacancies in RestrIcted Units in the
MassAccess.Housipg Registry at ht,tp.-//Www..m.assamessti.L)usij,igregistry.ot.-g.:
C. FCF Requimments. With respect,to the Units,required.to be!eased to FCF Eligible Residents
pursuant to Section 3, above, provided that such units are: [eased to:rCF Eligible Residents
pursuaint to resident selection pollcles that have been approved by D.MH or PDS and that are
conestentwithth6then mppll cable:pro-Regulattbnsand:.FCFi$UideJlnes,the.fbreqp,lqg pro-visions,
of this Spction 5 sha.11 be walved. :to the extent IUM"'Allsistent with said DM11 :6r ADS resident
seiection policies and FCF Regulations and Guidelines.
6. Lease Form. T-he grantor shall not.I IWO in any I se for 6 Restricted Unit any of. the
71 a lease
following provisions.,.
A, Agreement by the.to ant to be su ed,to admit guilt
o to a Judgment in favor of the Grantor
na. -
in.a Jewsuit.brou*ghtin connection withthefease.
S. Agreement, by the.tenant that the Gi-antor may take, hold, or sell personal property of
household members.without notice to the tenant.,and a.court decision on the..righ% of the
parties. This prohibition,however,does_not apply to an lagree.ment by the tenant concerning:
disposition of personal, property rei'maliffrig In the Unit after the tena nt has Moved out of the
Unit. The Grantor may dispose of such personal property in accordance with state.law.
C. Agreement by the tenant not to hold the Grantor or the Grantor's agents legally responsible
for any action or failure to act, whether intentional or negligent.
0. Agreement of the tenant thatAfte Grantor may Institute alawsult without rictice to the
tenant.
E. Agreement .by.the tenant that the Grantor.may evict the tenant o1r .househol&members
without instituting ng a civ!.I courtproceeding in which the tenant has the opportunityto present
a defense, or before a court decision on the rights of the parties.
F. Agreement b ..o
y the tenant to waive any right:to atrial by Jury.
G. Agreement by the tenant:to waive the.tenant's right to appeal, or to ot.he.r.wlse challenge in
court, a court decision in connection with the lease.
H. Agreement by the.tenant to pay attorney's fees or other legal costs even If the tenant wins
in a court proceeding by the Grantor aga!n!st the tenant, The tenant, however, may be
obligated to pay costs if the tenant loses.
Ali leases for Restricted Units shall be cops, istent with the requirements set forth herein,shall-be.on
a form reasonably approved by the Holdgirs.,shall be for terms of not less than one(1),year(vinless
a shortet term Is specified bymUtual agreement between.the Resident and the Grantor, subject to
the Holders' program requirements) and. shall require, tenants to provide information required for
the Grantor.to meet.its reporting requirements hereu.ncler. :The ;Grantor may not terminate the,
tenancy or ref0e to renew the lease of an occupant of a .Restricted Unit t except (1) for serious.or
re (11) for violations 0'f applicable federal;
peated violation of the terms and conditions the lease, I
state or local law; (iii)for completion of the tenancy period far transitional housing; or(W) for other
good,cause. Any termination or refusal to renew must. be: preceded by not less than thirty (30)
days by the Grantor's service on the tenant of a written notice specifying cifying the grounds for the action..
7i, Transfer Restrictio 9 The Grantor shall not sell, transfer,convey, rent (except for leaseS
or occupancy agreements rruide in comphection.with the Permitted Uses that.are substantially in the
form approved by the Holders) encumberas security.for financing, or In any other way exchange
all or any portion of the Property nor shall the Grantor permit the sale, transfer.or pledge of any
aaa
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MassAocs..,
Al�(iBRiB1E1�OOSIlIG RESTRiCTtRN
direct or indirect i:nterdsts In the .Grantor; with out.tlte.ex.press written permisslon of the.Ho.iders,
which consent shall not be unreasonably withheld or delayed with respect to any transfer to the
Sponsor or any entity wholly owned and controlled by the Sponsor pursuant to the Right of Refusal
and Option Agreement dated of even date herewith granted to the Sponsor by..the Grantor (the
"Right,of Refusal"), provided that at the time of..exertise of such Right of:Refusal {i) rtio Event of
Default, or event:or condition which with. the giving of notice or passage of time. or bath vwovid.
consti#rite an Event of Default; is then.outstanding beretfnder ,or under any of.the Loans, (ii).the
Sponsor or such other entity desi.ginated.as transferee: Is an eligible borrower:under all applicable:
Statutes, Regulations and Guidelines as then in effect;: (Ili) the Sponsor or such other entity is in
good standing with all Holders and.in each Holder's,reasonable discretion has sufficient financial.
capabifi.ty and experience withaffordable housing similar to the Property to perform the obligations
of tho Grantor; (iv):the 5ponspr or.such transferee-agrees in writing to be bound by and perform
all of the terms and: conditions hereof; (u) such tiansfer is permitted.by the holder of all !Darts
secured by the Property and(vi) the Grantor gives to all Holders no less than thirty (30)days prior
written nottoa of any such proposed.transfer. For purposes of the foregoing sentence,,a withdrawal
by the Investor member of Grantor shall be deemed to.he a transfer of an Interest in the.Grantor.
Without.Urniting the generality of.the foregoing,. the Permitted Encumbrances are hereby approved
by the Holders. Any sale,,transfer;ar a>Iler dlspasitlon:(each, a'transfer').of all or eny part of the;
Property shall.further bd. &ubject to the Purchase Options ,and the First.Refusal Rights described
:below a.nd.to.such further terms:and',conditibns With respect thereto as may be set forth In the.HIF
Statute, the HIF Regulations, the. HIF Guidelines, the HSF Statute, the HSF Regulalions, the HSF
Guidelines, the FCF Statute, the FCF Regulations, and the FCF Guidelines. Upon request by the
Grantor,. DHCD shall sign a certlficate,.in form and substance .reasonably acceptable to DHCD,.
stating whether, gas of a specified date, any purchase Option or First Refusal Might.In favor of T)HCD
remains to effect,or'has been exercised;.terminated; waived or assig.tied,,and otherwise cohforming
with the certification requirements described below. No transfer.of all or any part.'of the Property.
to any party other than DHCD or its assignee shall be consummated unless and until (I)the period
for the exercise of all Purchase Options and/grfirst Refusal Rights, as applicable, shall have expired
:without DHCR's exercise of rights thereund,er or (ii) DMCD shall have uncond.itionall.y waived Its
rights thereunder in writing. Notwithstanding the foregoing: (.)the investor member Interest of
Grantor currentlyheld... by the Sponsor(or any portion thereof) may be.transferred to.Institution for
Savings in :Newburyport and its WIn.ity (the "Investor") In accordance with the terms of: the
commitment letter dated as of the date hereof relating to the admission of the Investor, as an
investor member of the. Grantor, (ii): following the .admission of the Investor, (x) the: Investor
.member interest of Grantor held by the Investor may, be transferred to an entity in Which the
Investor or an affiliate of the,Investor is the majority owner, provided that the Holders.receive
notice:bf SUCK:transfer and (y) the InYestvr m.ay remove and replace the manager of the.Grantor to
accordance with the provisions of the Grantor's operating .agreement upon the consent of .the
Holders, which iconsent will not be unreasonably withheld, conditioned or delayed. In connection
with°an transfer requiring the consent of the Holders, the Grantor shall provide such information
to the Holders as the Holders pricy reasonably request,shall pay a fee.to DI ICD,pursuant to DHCD's
then-current fee schedule and shall pay all legal fees incurred by the Holders in connection with
such transfer request..
a;
RlassG©es,..�
AFFORQARIE ROUS1i16 RESTRICTION
8. HIF/HSF Purchase Option.
A. After the fiftieth anniversary of the date hereof, DHCD shall have the right to purchase the
Grantor's interest in the Property from. the Grantor,. at a price equal to the then-current
'appraised value of the Property; less the total outstanding,balance, at:the time of such
purchase, of all principal,: interest and any other charges payable under the HIF Loan a>3d
HSF Loan, and any and all other.outstand..inn obligations of the Grantor:with:respect thereW
{the"Ipurchase Cption.")',by delivering written rtS tide to the Grantor of its election to exercise
the Purchase Option by or before the date that Is one Hundred twenty (120) days after the.
expiration of the: Fftieth anniversary of the date hereof(the "Option Exercise Deadline"). If
DHCD shall,have Palled to dellversuch written notice of jis election to exercise the Pirclase.
Glption to the. 8rantor by the Option Fxercr5e Deadline, DHCD? shall be .deemed to. have
u.neonditionally.valved the 'Purchase Option, and the. Purchase:Optlorr shall automa'ti.cstl:y
terminate, and shall have no-further force or effect.
B. DHCD shall have the :right at any time to assign Its rights under this Purchase Option to a
qualified develpper selected, by .DHCD ,In. accordance with the HIF Statute and: HIF
Regulations and the. HSF Statute and HSF itegulatitinsr. and effective as .of 'any such
assi°gnment all rights and ibblio.addris of DHCD with respect to.such Purchase .Option shall
0Utorhatically be.:deemed to apply to such assignee, and.all references to. "DHCD` I0 Lhis
Section shall"automatically .be.deerned. 1.6 refer to such assignee (except to.the' extent a
provision explicitly provides otherwise). So long as the Grantor is not In default under the
HIF Loan, HSF Loan, or hereunder, the Sponsor shall have the right to match the best offer
received by DHCD from.a qualified developer to become 0HCWs assignee.
C. Promptly Upon request by D:HGD at any time or from time to time, either before the.Opton
Exercise Deadline or after..DHCD's exercise,of the Purchase Option,the Grantor.shall provide
DHCD with a copy of, or otherwise make available for DHCD'S review at a mutually
convenient time and location, any and all material owned by or readily available to. the
Grantor that an unrelated third-party potentlal buyer would reasonably request in
connection With its due diligence f6i the.acquisition of the Property, inciu:dino, by way of
example but riot of li.mitation, deeds, tithe insurance pollcies, appraisals, studies,. reports,
and other materials relating to the Property.and/or any encumbrance(s) subject to which
the Property is to be conveyed, or otherwise reasonably necessary or appropriate for DHCD
to review in connection with its exercise of the Purchase Option.
D: The appraised value of the Property shali'.be determined at DHCWs request by.the method
specifled In the BI.F Statute and NSF Statute (as maybe mare fully. described in the HIF
Regulations and HSF Regulations) and.in accordance with DHCD policies, .and the costs of
the appraisers shall be shared..equally by DHCD and the:Crantor(.unless the Hie Regulations
or Regulations provide otherwise).. Notwithstanding anything to the contrary contained
In this.Restriction,.the Grantor shall.not be required to use its own fiends to repay any debt
secured by the Property in the event the appraised value of the Property is less than the
,aggregate of all permitted debt secured by the Property.
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�12SSDOC&
AFFRRRAREE HOUSING RESTRIETIOH
E. The d sing. for the .sale :of 'the Property #o pHCD shall take place in accordance with
applicable:provisions of the HIF Regulations or:.HSF Regulations,'by or before the date-::that
is one hundred twenty (120) days after the Option Exercise.Deadline (i.e., on or before the
date that is two:hundred.forty'(240).days after the fiftieth anniversary of the.date hereof).,,
.by the close of the business da_y,at,the Registry of Heeds;provided, However, that if DHCD
reasonably determines additional tinie is necessary:to effect the dosing due to.delays of the;
Grantor in providing:DHCD with the dUe diligence material-described above or.any other
failure by the Grantor fully to cooperate with,preparations for the:.sa:le,the:closing date may
be extended to a date reasonably determined by DHCD as necessary to. redress the delays.
caused by the..Grantor,which shall be specified in.a written notice from,DHCD.Setting forth
the reasons .for.such:extension., delivered to the Grantor by or before the date originally
scheduled for the closing, The. parties may also mutually agree to extend the ate of the
closing by written instrument.
F. The transfer to D.HcQ pursuant to the Purchase Option shall be subject to such other
requirements as may be more:fully described. in the ,HIF Regulations or HSF Regulations
consistent with the HIF Statute and HSF Statute. Adjustments in the purchase price for
record!.ng fees,. deed stamps and other..charges shall be made, and any other issues
associated wlih the-transfer shall be resolved; in,accordance.with standard;tonveyancing
practice in.The Cornmonwealth of Massachusetts. If either party$Q desl,res,the parties shall
enter into a purchase and sale agreement memorializing .the terms of the sale,Consistent
with the terms hereof and of the HIF Statute and HSF Statute; provided, however, that the
Purchase Option shall be.bind 1 1 n.g-regardless of whether the parties execute a purchase and
sale a.greeinerit. Notwithstanding, any other provision .hereof to:the contrary, if, after
delivering notice of.its intention to exercise the Purchase Option, DHCD determiri:es, in its
sole discretion,,that it is not in the best intarests.of DHCD to effect the purchase,DHCD may
terminate the Purchase Option at any time,upon written notice to the.Grantor recorded with
the Registry of Deeds; provided,.however, that such termination right shall apply to DHCD
only and not to any assignee.
G. Cancurrently with its acquisition of the Property, DHCD shall cause`to be recorded with the
Registry of Deeds:an affordable housing restriction, in compliance with the HIF`Statute,HSF
Statute and.any other applicable statutory.requirements far hhe same (and, in the case.of
an assignee, in form acceptable to DHCD, in its discretion), which shall require that the
Property shall be used only for the purposes of preserving..arproviding affordable-housing
thereon, which housing shall remain affordable fora period of not less•than fifty (50)years.
4. FCF Purchase option.
A. After the thirtieth anniversary of the date hereof, DH.C.D shall have the right to.purchase the
Grantor's interest in the FCF Units from the Grantor, at a price equal to the then-current
appraised value of the FCF Units, .less the total outstanding,balance., at the time of such
purchase, of all princlpal; 'interest and any other.charges payable under the FCF Loan, and
any and al;I other:.outstanding obligations of the; Grantor with respect thereto (the.7CF
Purchase option'), by delivering written notice to the Grantor of its.electlon to exercise the:
FCF Purchase Option by or before the date that is one hundred twenty(I20) days after the;.
000
MassI?oGs
AFFORBABtE RO®SING RESTRICTION
expiration of the thirtieth anniversary:ofthe date hereof;(the "Option 8xercise Deadline: ). If
:DHCD shall ;have falied to deliver such written notice or its.eiection to exercise:the FCF
Purchase Option to the Grantor by the Option Exercise Deadline, QHCD shall be deemed to
have.unconditionally waived the FCF Purchase Option, and the FCF Purchase Option shall
automatically terminate,and shall have no further force or effect.
1i3.. j5RC0 s:hal l have the right at any t1rac to Assign its rights under this FCF Purchase O� tiun to
a tiu.allfed developer selected by, DHCD 1n accordance with: the FCF Statute and FCF
Regulations, and effective as of ally such assignment, all rights and obligations of DHCD
wiLh respect to such FCF Purchase Option shall automatically be. deemed to apply to such
:assignee,and all rcfercn.ces to"DHCa"in this Section shall automatically be deemed to refer
to such assignee.(except to the extent a provision.explicitly.provides:otherwise). Sv.long
as the:Grantor is:not in default under the FCF Loam or hereunder, the,Sponsor shall halve:
the right to match the best offer received b.y DNGD from a.qualified developer to:become
DHCD's assignee.
C. Promptly upon request by DHCD at any time or from.time_to time, elth.er before the Option
Exercise Deadline or after DHGD's :exercise of the:FCF Purchase Option, the Grantor shall
provide DHCD with a copy of, or otherwise make avaliable.for DHCW's review,at a mutually
convenient tlCr►e and lo[dtlon, any add all material owned. by or readily mailable to Lhe
Grantor' .that an unrelated, third-party potential buyer would reasonably request .in
connection with its due diligence for the acquisition of the FCF Units, including, by way of
example but not of limitation, deeds, Ml.e insurance poilcie.s,.appraisals,.studies, reports,
and other inaterlais relating to'the FCF Units and/or any encumbrance(s) subject to which
the FCF Units is to he conve_y6d,:or otherwise reasonably necess.ary.or tpproprlate fo.r DHCD
to re.Vlew in connection with-Its exercise of the.FCF Purchase Option.,
D: The appraised value of the FCF Units shall be determined at DHCD's request by the method
specified in the FCF Statute (as may be more fully described in the FCF Regulations) and In
accordance with DHCD policies:;and the costs of the appraisers shall bd shared equally by
DHCD :and the Grantor(Unless the :FCF Regulations proi+ide otherwise). Notwithstanding
anything to the contrary contained in this itestriction, the Grantor shall not be.requlred to
use its own funds to repay the pro rata share (based on proportion that the FCF Units
represent of the total Units at the property) of any debt secured by the Property that Is
attributable to the FCF Units In the event the appraised value of the FCF Units is less than
the :pro..rate share of all permitted debt secured by the Property attributable to.the..FCF
Units:,
I. The closing .for the.sale of the FCF Units. to DHCD shall take place in accordance with
applicable provisions of the FCF Reguiatlo.ns,:by or before the, date that is one ,hundred
twenty (120)days after the Option Exercise Deadline (i.e., on or before the date that is two
hundred forty (240)days after the fiftieth anniversary of the date hereof), by the close of the
business day, at the Registry: of Deeds., provided, however, that if. DHCb reasonably
deternilnes additional time is necessary to:effect the.closing due to.delays of:th.e Grantor in
providing DHCD with the,due diligence material described above or any.other failure by the
Grantor fully to cooperate with preparations for the sale,the closing date may be extended
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WHOM.NOW=IWITRICT111111
to a date reasonably d6termined.by,pFiCD.as necessary to redressAhe delays-caused by the
;l5rolitor,which sh I.I be.specified in a wriiItte n notice From DHC.D.s6ttjqg forth the re6sons.for
.Such extension, delivered to the GI-antor by or before the date originally scheduled for the
dosing. The parties may also mutually agree to extend the date of the closing by written
Instrument.
.F. If the FCF-Units aire_ldss*than all 4f Oe,Units at the Property, Grantor shali be responsible.
for eitf I ier subdividing the FCF Will:.s from the creating a 6ondominium
balance of the Units orc
at the Property Iti which the FCF Units will be a separate condominium unit, In the latter
case, the condominium documents governing such condominium shall be Subject to.the
,approval of DHCD In-hs�sole discretion.
G. The transfer to DIrICID.pUrsdant to the
he I FCF
F Purchase Option shall be subject to such.6ther
requirements.as may be more.fully described in the FC17 Regulations consistent with the FCF
statute,. Adjustments In the purchase, pdcd for recording feesi .deed stamps.and other
charges shall be made, and any other issues associated with the transfer shall be resolved,
in accordance wAh standard,conveyancing practice in The Commonwealth of Massachusetts.
It either: party so desires, the parties shall enter Into a purchase and sale L agreement
mimorializing the,terms of the.satd,,.000s1ster(t with the terms hereof aril of the FCF Statute,
provided, however,that the.T0 Purchase Op
tion shall be biddingregaurdless of whettiei'the
parties execute a. purchase and sale agreement. Notwithstanding any otherordvision hereof
to the contrary,If,after delivering notice of its intention to exercise the FCF Purchase Option,
DHCD determines) in its sole discretion, that it is not. In the best interests of DHCD to effect
the purchase, ,DHCD May terminate the T& Puroase. opt
ion at any time, upon written
notice to the Grantor recorded With the Regiftry-of Deeds, pr6VIded., .however,.:ttra.tsuch
termination right shall apply to lJHCD.only and no,ttoianyeAssignee,
H. Concurrently With its acqutsition of the FCF Units; DHCD shall cause to be recorded with the
Registry of Deeds an affordable housing restriction, in compliance with the FCF Statute and
any other applicable s6tut6ry requireme.hts.foi-the same (and,
in the case of an astfgnfty
in form I acceptable to.DHCD,1h its discretion), which shall.ke-quite that the FCF:Units shall
be used only far the purposes of preserving r,pro .viding FCF Community-based floosin or
FCF Supportive.Housing thereon,WhIch housing shall remain affordable_for a,.period of not
less than forty, (40) yearg.
10. HIF/HSF First.1terfusal Right.
Af If the Grantor intends. at any time or from tirn'e. to time prior to DMO.'s .exercist: ,(or
unconditional
uncond.itlona I waiver)of the Purchase Qptjo:6, as'described in Section 8.above, to transfer
all or any part of Its Int6rest in the Property, and the Orantior receives a bona fide offer for
such transfer that the Grantor deslres to.
o. accept, (each, an,"Offer% .the Grantor:shall
promptly deliver to DHCD written notice of the same (which shall not be deemed to have
been duly delivered to DHCD unless It.contains a copy of clause. C. below),together With a
copy' of such Ofter (the "Offer Notice'). The Grantor shall 'pru.Vide DHCD. with such
reas.onable evidence as DHCD may require to..satisfy DHCD'as to,thebona fidonature of tho
Offer. For purposes of this.SeCtloni.a purcha
se by the Sponsor shall not be considered an
I
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MascOo�s
AFFORBABLE RDBSBIIG BE31t�16ilION
Offer that triggers'151 C;D`s.First Refusal Right,,A transfer of a rsiember interest in the.Grantvr
"alf be considered an Offer that biggers the DHCD First Refusal Right if(R) such member
interest is all or substantially all of the non-managing member interests In the Grantor(except
for transfers to afflliates.pf the member)and (y)such transfer takes plac.e.within one year of a
transfer of a controlling interest in a manager of the Grantor to the transferee of the member
interest or:an affiliate of such.transferee, provided that,a removal tsf a.manager by a member
pursuant ta.a removal.prravition in the operating agreerne..nt of the Grantor and the substitution:,
of a new manager that is an affiliate of such-member shall nest constitute a transfer of a.manager
Interest for purposes of this clause.
:13. DHCD ,shall hove-,the night to; purchase the Grantor's interest In the P�ebperty dr the
portionts)thereof to which.the Offer relates)., at the sane.price and on.the same.terms set,
forth in such:Offer (the "First Refusal Right"), by delivering.to the Grantor and recording
with the Registry of,Deeds written notice of its election,to exercise such First Refusal;Right,,
In accordance with the terms set forth below (the"Exercise Notice"), by or before the date.
that Is one hundred twenty.(120) days after DHCD's receipt of such Offer Notice(such 120-
day period,the"First._Refusal.Period"). If DHCD does not intend t i exercise the First Refusal
Right, DKCD may, butshall Have ho obligation to,notify the Grantor in writing that the First
Refusal Right will:not be exercised(a "Waiver Notice.`');.
C. If,.by the exiAration of the First Refusal Period, with respect to an Offer, DHCD shol.i have
failed to dellver to the Grantor an Fxcrcise.Notice or Waiver Notice, DHCD shall be deemed
to have waived Its First Refusal Right with respect to such.Offer, subject to any revived First
Refusa)::Right with.respect to a iriodified.Offier as.described befow. However, DHCD shall
retain a First Refusai.'Rlght for subseluent.:.Offors'and the Purchase L3ption as :described
above, not
,.withstanding any prior actual pr deemed waiver of the First Refusal Right,dr,an.y
intervening transfer of the Property or any portions) thereof. The First Refusal Right shall
automatically expire upon the waiver,expiration or exercise of the Purchase Option.
D. if any of the terms pf an Offer shall be revised front the terms reflected.in`the Offer Notice
in such a manner as to be:materlaliy more favorable to the.buyer or tf a closing pursuant to
the Offer has not occurred on or before the date six months after the date of the.offer notice
but the Grantor desires to continue pursuing a sale pursuant to such Offer,:the Grantor shall
promptly deliver to DHCD.an Offer Notice with respect to such revised or continued Offer
(which shall not be deemed to have been duly delivered to DHCD unless it contains a copy
of clause C. above), and DHCD shall have a new First Refusal Right with respect to such
Modified or continued Offer::The First: Refusal.Period:for such new First Refusal bight shall
run fora peri.ad.o#.one hundred twenty (12IJ) days..from the date of,DHW s receipt of the
Offer Notice`with.respect to such revised or continued Offer.
E DHCD shall have the right at any:time to assign;its rights under the First Refusal-bight to a
qualified developer selected by DHCD in accordance with the HIF Statute and HIF
Regulations and..the. U Statute- and HSF RegulatlIorrs and, effective as of any such
assignment,the r gkits.and obligations,.of DHCD with respect to such First,Refusal Il�ghf shall
autoratically:be deemed to apply to such assignee, and all references.to. "DHCD".in.this
Section shall automatically be deemed to refer:to. such assignee.(except to the extent:a
MassDocs V
AFFBHDASIE HOUSING RESTRICTION
Provision explicitly provides otherwhae):. .DHCD shall provide Written .notice of any such
assignment to the Grantor.
F. In accordance with the.provisions of the HIE Statute and HSF Statute:
'(1) An;Offer Notice containing the required language as described above shall be deemed'
to have been duly delivered if sent by regular wind certified mail,return recelpt.requested.
(or .by such other, method as: may be authorized under the. HI.F Statute and, HIF
Regulations and the HSF Statute:and.HSF Regula[Vorrs), addressed to DHCD(or to:any
assignee.of DHCD., if DHCD has previously given the Grantor notice of such assignment,
Including the name and notice address of Such assignee, in accordance with the notice
provisions set forth herein).in the care: of the keeper of records:for MCI), which:for
purposes hereof shall be deemed to.be the.General or Chief Caunsel.of.DHCi7(or i.n"care
of the keeper bf records:for such assignee of I)MCD,as applicable).
(ii)The Exercise Notice or Waiver Notice shall be duly signed by a designated representative
of DHCD or of the assignee of DHCD, as the case may be, and.(x) mailed to the Grantor
by certlfled mall (or such other:method:as nay be'authorized under the HIF Statute or
HSF Statute)at the.notice address set forth in the Offer:Notice and (y) recorded.with
the Registry of Deeds by the expiration of the.First Refusal Period, If DHCD shall have
assigned the First Refusal Right to a quallfled.developer prior to delivery of the Exercise
Notice,the Exerclse Notice shall include.the name and address of such assignee and the
terms and conditions of such assignment.
(ili).An affidavit.aeknowledged by.a notary.public that DHCD.b.r its designated representative
has mailed 'an Exercise Notice or a Walvdr Notice (the: "Affidavit"):.shall;conclusively
establish the manner and 'time, of the giving of such notice.. Any Affidavit may .be
recorded with the Registry of Deeds by either party. Each.Affidavit shall have.attached
to it a copy of the.Offer Notice to which It relates.
(iv)Each Offer Notice,Exercise Notice and Waiver Notice shall contain the name of the record
owner of the Property and a description of the premises to be transferred:, in form
adequate to Identify the same. Each Affidavit shall have attached to it a copy of the
Offer Notice to which relates.
Cs_ The closing fo•rthe sale of the Property, (or, if applicable, the.pa.rt thereof'that is the subject
of the Offer).to DHCD shall take place In accordance with applicable provisions of the HIF
Regulations.and HSF Regul,atl.ons; by or bef..ore the date that is one hundred twenty (120)
days after the expiration of the First Refusal Perl.od.(he.:, on or before the date that is two
hundred forty i(240)days after DHCD's receipt of the relevant Offer Notice)., by the close of
the business day, at the Registry of Deeds (such date, the "Closing Qeadline"); provided,
however, that if DHCD reasonably.determines additional time is necessary to effect the
closing, due to. delays of the Grantor in providing DHCD with the due diligence material
described below or any other failure by,the Grantor fully to cooperate with preparations for
the sale,the Closing Deadline may be extended to a date reasonably determined by DHCD
as necessary:to redress the delays caused by the Grantor, which shall be specified _in.a
:written notice.ftom DHCD setting forth.the reasons for such extension, delivered to the..
boa
MassDos
INBRo11!BIE.B0.U=Awt8 noiii
Grantor and recorded:wiith'the'Registry.'of Deeds,by or before the.date originally.scheduled
for the closing, The parties may alsa mutually agree to extend.the Closing oeadFlne, by
written instrument, .provided, however, that in such event, the parties shall execute an
Instrument reflecting such extension, which-shall be recorded with the Registry. of heeds by:
or before the data originally schedulbd for the closing.
H. Concurrently with :the delivery of the Offer-Notice; the Grantor shall Rr©vide PFiCD with.a
copy of,.or otherwise.make aVallaWe for I)HCD's review at a mutually oondenlent Lime and
loeatian, all material relating to the Property (or the pact thereof that is the subject of the
Offer) and/or tiie proposed sale, transfer, or other disposition thereof that has been made
available to the :party making the Offer, and shall thereafter promptly make available to
DHCD any additional, material made available to such.party. :Promptly upon any request
therefor by DHCD, :the Grantor shall provide DHCD with a :copy of,. or Otherwise :make
available The DHCD's review at .a rii:utually conveilient:time and.location, any and all other
material owned by or readily available to the Grantor that an unrelated third-party buyer
would reasonably request in connection with its due diligence for an acquisition of such
Property, including,by way of example but not of limitation,deeds,title insurance..policiies,.
appraisals, studies,. reports, or .other materials...relating. to, such Property and/or any
encumbrance(s) subject to which.the Property Is to be cnnveyed, or otherwise reasonably
necessary nr°appropriate for DHCD to review. in .connection with its exercise. of the First
Refusal Right.
L. The transfer to DI ICO.pursuant to the First Refusal Right shall be subject to such other
requirements as may. be more fully described In the. H.IF Regulations. or HSF .Regulations
consistent with.the HIF Statute and HS.F.Statute. Adjustments In .the purchase price for
recording fees, deed exclse stamp taxes and other charges shall be made.,; and any.other
issues. associated with the transfer shall. be resolved, in accordance. with standard
conveyancing practice in The Commonwealth of Massachusetts. If.either party so desires,
the parties shall enter into a purchase and.:sale.agreement:memorializing the terms of the
sale, consistent with the terms-hereof and of the HIF'.Statute.and HSF.Statute;.provided,
however, that.the First:Refusal. Right: shall be bind.]ng regardless of whether the parties
execute a purchase and sale:agreement. Notwithstanding.any other provision hereof to the
.contrary, if, after delivering notice of its intention to exareise:the First.,Refusal Right, .DHCD
determines, In its sole discretion,that It Is not in.,the best interests of DHCD to effect the.
purchase, DHCD may terminate the First. Refusal Right at any,time, upon written notice
delivered to the Grantor and recorded with the Registry:of Deeds; provided, however,that
such terMinatio,n right shall apply to:DHCD only,and not to any assignee. Lf DHCD exercises
A termination right:or if either DHCD or its assignee (other than the Sponsor) falls to
perform hereunder on or before the Closing Deadline.througl'.no fault of the Grantor, then,
the First Refusal Right shall lapse and be of no further force or effect.
J. Concurrently:with its acquisition of the Property,DHi.CD shall cause to be recorded with the.
Registry of Deeds an affordable housing restriction,,in compliance with.the HIF Statute, HSF
Statute;and:any other applicable statutory requlrements'for the same (and,in thatase ot�
art assignee;in form acceptable to DHCD, in.its discretion!; which'shall require that such"
i
AFF11111111110111 HOUMA RESTRICTION
Property shall be used only for the purposes of preserving or providing affordable b �h g
MUS .1
thereon, Which housing shall remain aftrdabI14 for a.period of not less than fifty(50),years..
11. FCF First Refusal Right.
A. If the itrantor intends at any time or fror.n. time 'to tirne pTior to DHCID's. exercise.,(:or
unconditional Waiver) of the FCF Purchase Option, as:describeTabove, to tmdsfer.ail or
some of the FCF Units, fficludin 1* f a.ny part of its interest in the Property that Includes
all or some of,the FCF Units, and the Granter receives-a bona fide,offer for such transfer
that the Grantor desires to accept(each, an "Offer"), the Grantor shall promptly deliver to
DHCD written notice of the same (which shall not be deemed to have been duly delivered
to DHCD unless it contains a copy of clause C.,.beldw- )* together with a,copy of such Offer
(the "Oftr 'Notice"). The Grantor shall prbvide DHCD!wlth :such reasonable..evidence as
DHCD may require:to.satisfy DHCD:as,tothe bona fide nature ofthe-Offer. Foe purposes s;of
this Sectioh, a purchakse by the Sponsor shall not be considered-an Offer that tiriggers the
FCF First Refusal Right. A transfer of a limited partner interest in the Grantor shall ,be
considered an Offer that triggers the FCF First Refusal Right If(x) such limited partner interest
Is all or substantially.all of the linifteO partner lnt&68bs,Iry the Grantor(except.for transfers to
afffflates of the limited partner)and (y) such.traiisfer takes place"within one year.of a transfer
of a general partner interest in-the Grantor or of a con.tro.111rig !rjterest in a general.partrier of
the Grantor to the transAara.e.of the limilLed parther interest or an affiliate of such transferee,
provided that a removal ofa general partner by a limited partner pursuant to a removal provision
In the partnership agreement of the Grantor and the substitution of a new general partner that
Is.ati affiliate of such limited partner shall not constlfute a transfier 0fa ge re nerai partner interest.
for purposes of thisda6se. If the Offer also relates to a pot.tioh.or portions of the-.Property.
Other.than FCF Units,,.Grantor $half also indicate the portion of toe overall p.u rchase.price
attributable to,FCF Urilts, which shall equal.a pro rats:portion of the overall.purchase price
based on the proportion that FCF Units represent of the total Units being sold..
B. DHCD.sh.all have the right to purthase the Grantor's interest in the FCF knits (or the.
portilon(s) thereof t6:vVhl&the offer relates), at the sarne price (or Oro rata.portion thereof)
and:on the same terms set forth In.such, Offer{the "FCF First.Refusal Right"),.by dellvering
to.the. Grantor and recording With the 116gistry of Deeds written notice of its election to
exercise Such FCF First Refusal Right, in accordance with the terms set fbrth beloik .(tha.
Exercise Notice"),by or before the date that is one hundred twenty(120) days after DHCD's
'receipt of such Offer Notice (such 120-day perbad the "FCF first Refusal Period"). If-DMCD
does not interid to exercise the PCF.First Refusal Right, OHM may, but shall have no.
obligation to, :notify the Grantor. In. Writing that the f F C First Re sal Right will not be
exercised (a "Waiver Notice"),
C. IF, by the expiration Of the FCF IFWtt Refusal, Period With respect to an Offer, DHCD shaIl
.have failed to deliver to the Grantor an Exercise Notice or.a Waiver Notice, DHCD shall be
deemed to have Waived ltg'FCF First Refusal Right With.resiJect.to'such Offer,subiga to any
revived FCF Fi.rst Refusal. Right with respect to a modified Offer,,. as described below:
However, DHCD 9-h-all retafh an FCF First Refusal Right for subsequent
ue;,nt Offers and the FCF
Purchase Option as.described n6twithstanb.1bg any prioractual or deemed walver of
M a S S fDio;-CC_,S_�
AFFORDABLE 099SIES RESTUCTION
th'e Ot:17 First Refusal Right,stir'any Intervening transfer of all,or Some of.the FCF Unu. the
.FCF First Refusal Right$.h,611 autbrilatically expire upon the waiver, expiration.or exercise of.
the FCI- Purchase Option.
D. If any.of the terms of an Offer shall be Mylsed.from the terms reflected in the Offer Notice.
in such Manner as to be materially mare favorable to thebuyer or If a.closing pursuant to
the 6ff6r,has not occurred on-*ot:before the date six.months after the date of the Offer Notice
but the..]Griintar desires to coati'nUe pursuing:a sale pursuant tp such Offer,the ltrahtptshMl
prio rn pt I I.y deliver to DHCD an Offer Notice With respect id. such revised or continued Offer
(which shall not be deemed to have been duly delivered to.DHCD unless It contains a copy
of clause Ci above),.and DHCD shall,have a ne
w F.qF First Refusal Riglit with respect to such
modified,or 0D.ntinued; Offer. the FCF. First'Refusal Period for such new FCF First Refusal
Right shall run for A.,period of one.hundred.tWenty. (120) days frbrn'the date of DHCDs
receipt of the Offer Notice.With respect td such revised or continued Offer.
E. DHCD shall have the right at any time to assign its rights under the FCF First Refusal.Right
to a quallfled developer selected by DHCD in accordance with.. the. FCF Statute,and FCF
Regulations arid, effective as of any:such assignment, the rigbts.and :obligations of I314CID
with respect to such fCF..First Refus'Al RIgbt shall automatically be.deemed to apply to such
assignee,and all ref&.ences.to"DHCD":in this Section shall automatically be deemed.to refer
to such assignee (except to the extent a provision'explicitly provides:otherwise): DHCD
shall provide written notice of a.ny such assignment to the Grantor,
F, In accordance with the provisions of the FCF Statute:
:(I) An: Offer Notice.*rontaining the required fangua;a as described above shall be deemed
to have been duty delivered if-sentbyregular and certified mail,return receipt requested
(or by such other method as may be authorized under the FCF Statute and FCF
Regulations), addressed to.DHCIL) (or to any assignee ofDHCD, if DHCD has previously
given the Grantor notice of such assign.merit,.including the name and notice address of
such assignee- fo accordance with the notice pr6vislom set forth herdin) in the.care of
the:.keeoer Of records fdr DHCD, Which for purposes hereof shall be deerned to be the
General or.Chier,Counsel of DHCD (or.1n.,care of the keeper of records*for such assignee
of D. as aPplicAble).
(II) The.Exercise Notice orWalver Notice shall be duly signed by a designated representative
of DHCD or of the Assignee of DHCD,:a§the.case may be, and Cx) mailed to the Grantor
by.-certified mail,(orsuCh ot hersnethod as may be authorized under pile RY Statute)at
the notice address set forth in the Offer Notice and (y): recorded with the RegIstry, of
Deeds.by the expiration of the FCF First Refusal Period. If DHCD shall have assigned
the FCF First Refusal Right to.a quaffied, developer prior. to delivery of the Exercise
Notice,the Exercise Notice shall include the name and address of.such assignee and the
teems and condItion' s of such'assign merit.
(ill)An.affidavit acknowledged by anotary public That DHCD Omits designat6d*repiresdrttative.
has mailed an Exerclse. Notice or a Waiver Notice. (the "Affidavit") shall conclusively
establish the manner and :time of the giving of such notice. Any Affidavit. may be
7 -7
cvv
f"
IUlassOoc
@FICHO 16LE HORSING AESTNUIGH
recorded With the Registry:of.Deeds by either party. ;leach Affidavit shall have attached.
to it a copy of the Offer Notice to which it relates.
(iv)Each Offer hlotice,'Exercise Notice and.Waiver Notice shall contain the name of the record
owner.of the. Property and a description of the FCF.Units to be transferred; In form
adequate to identity the same.
G. .The closing for the salerof the FGF,Un.Ets(ter,.if applicable,.'the FCF Units ti.at�are.the suMedt
of the 0ffer), to DHCD shall take_place in accordance with applicable provisions of the VCF
Regulations,by or before the date that is one hundred twenty (120).days afterthe expiration
Of the FCF First Refusal Period (i.e.,.on or before the.date that is two.hund.red forty .(240)
days after DHCD's.receipt of the relevant Offer Notice), by the_.close of the business day,at
the iteg'istiy of.Deeds (such date,..the 'Closing Deadltrie"); provided,however,:that if.DHCD
reasonably determines edditii3rfal time is necessary to eMct the closing clue to delays of
the Grantor in providing DHCD wlth the due:dlllgenee rri:aterial.:diescribed .below or any*other:
failure by the Grantor fully to cdjop6rate with preparations for the sale,the Closing Deadline
may.be extended.to a date reasonably determined. by DHCD as necessary.to_ redress the..
delays Caused by the Grantors Which sh.al.l be specified in a written notlice from DHCD setting
forth the reasons for such extension,;dei.ivered to the Grantor and.recorded with the Registry
of Deeds,:by or Before the date originally scheduled for the closing.,The parties may also
mutually agree to extend the Closing Deadline:, by written instrumtt,n ; provided; owever,
that In such event,the parties shall execute an instrument reflecting such extension, which
shall be recorded with the. Registry.of Deeds by or before the date originally.:sche. 00ed.;for
the.zlosing.
M. Concurrently with the delivery of the Offer:Notice, the Grantor shall provide DHCD with. a
copy o.f or otherwise make available for.DHCD's.review at a mutually convenient time and
location,all material relating to the FCF Units; (or the FCF Units.that are the subject of the
Offer) and/or:the proposed sale,transfer, or other disposition thereof that has been made
available to,the party making the offer, ;and shall.thereafter promptly make avallable•td
DHCD any additional material made available to such party. Promptly upon .any request
therefor by DHCd, the Grantor:sh.ali provide: DHCD with a copy of: or :otherwise make
available for DHCD's review at a mutually convenient time:and. location, any and all.:other
material owned. by 4r.readily available.to the Grantor that ark unrelated third-party biryer
would reasonably request to connection with Its due diligence for an acquisition of such FCF
Units, including, by way of example :but,not of Limitation, .deeds, .title Insurance .policies;
appraisals, studies,_, reports,: or other materials relating to such .FCF Units and/or any
encumbrances) subject to which the FCI=Units are to be conveyed,or otherwise reasonably
necessary or appropriate fOr.J)HCD to review in connection with its exercise of the FCF First..
Refusal Right.
'I. The transfer to.DHCD:pursuant to the FCF First Refusal Right shall be subject to such. other
requiirem.ents as may be more fully described in the F(!IF Pegulations.consistent with the FCF:
Statute.. Adjustments'in.the purchase price for,mcording fees,deed excise stamp taxes and
other charges;shall be made, and.any _other issues:assoclated with.the transfer shall be
resolved;, in accordance with standard conveyancing. practice in The. Commonwealth of
�lass��
i6RNOW NBUSINB NfSTRIPMON
1 Massachusetts. If either party so desires, the partie5:shall enter into a purchase and sidle
II
agreement memorializing the terms of the sale, consistent with the terries hereof and of the
FCF Statute; provided, however,that the FCF First Refusal Right shall be.binding regardless,
of whether the parties.execute a purchase and sale agreement. Notwithstanding any other
provision hereof to the contrary,;if,, after delivering notice of its interrtian to exercise:the
FCF First Refusal Right, DHCD determines,, in its sole discretion, that.ltAs riot'in the best
interests_of DHCD:to effect the purchase,DHCD may terminate the.FCF First Refusal Right
at any time, Upon written notice delivered to the Grantor and recorded with the Registry of
Deeds; provided, however,that such termination right shall apply to DHCD only,and not to
any assignee. If D14CD exercises such termination right or If either DHCD or its assignee
(other than..the. Sponsor). fails to..perlorm; hereunder on or :�efore the Closing Deadline
through.no fault of the Grantor, then the FCF:First Refusal night shall lapse and be ,of no
further force oreffect.
J. If the FCF Units are less than ale of the Units at the Property and if.the Offer also relates to
a portion or portions of the.Property other than FCF Units, Grantor shall be responsible for
either :subdividing the relevant FGF Units :from the.. balance of the. Units o.r :creating a
condomInlurn et the Property in which the relevant.FCF:Units witl be a.separate condominium
unit. In the latter rasej4he condominium documents governing such condominium shall be
subjectto the approval of DHCD in. is sole dfscretfon.
K. Concurrently with its acquisition of the Property, DHCD shall cause to be recorded with the
Registry of Dccds an affordable housing restriction, In compliance with the,FCF Statute and
any other applicable statutory requirements for Ghe same (and,in the rase bf'ari assignee;
In form acceptable to.DHCD In its discretion), which shall.require that such Property shall
be used only for the purposes of proservIng or providing affordable housing thereon,:which
housing shall remain affordable fora period of not.less;than forty(401 years.
12. Term of Restrictions; Covenants to Run with Land. The term of this Restriction shall be
perpetual. The °Option Term":shall be the period from the fiftieth'anniversary of the date hereof
through the,:Dption Exercise Oeadline (as defined.in Section 8 above) plus any'additional period
necessary for the consummation of a purchase:of the Property under any of:the Purchase Options
and the First :Refusal Rights described above; if applicable., Notwlthstanding the foregoing, this
Restriction shall-not expire_until the recording in,the Registry of Deeds of a written determination
by the Secretary of EOHHS, the Secretary of Administration of Finance, and the Commissioner of
DDS or DMH (whichever shall: have determined the eligibility of Residents fo.r the Property);that
there_.is.nv Jonger a need to maintain and use the Property as FCF Community-based Housing:
Notwithstanding any provision to the cotmtrary:herein :or.in any. of the other Loan Docunxients,. this
Restriction shall. :remain in full force for the;full tom set forth herein.iricludin:g any extension;
notwithstanding any pre.paynient,of the Loan; The restrictions contained herein shall run with the
land, shall bind the successors and assigns of the Grantor, and:shall inure to the benefit of the
Holders and their successors and, assigns as permitted. herein. Notwithstanding the foregoing,. at
the end of.the.ie n! of affordability for a .particular program,.'as set forth on Exhibit C as It.niay
have been extended, provided that all obligations under.the loan proidad by such Program:have
been satisfied.trl full at.thattime,asdetermlried bythe appropriate Holder,theGrantor iimay:requesIt
Ma 20-11-17
AFFYREABIE HOU9111112 RERTMTIOIi
that the:Holders modify. this. Restrictlat to eliminate the, requirements:irnpose"d by (>r otherwise
relating to suCh.. Program set forth in this Restriction The parties shall cooperate to prepare an
appropriate amendment to this: Restriction, which amendment shall be duly recorded" with the
Registry.of Deeds..by the Grantor at lts,wst and expense:
13: Subsequent Conveyance. Each and every contract,,deed or.other: instrument here..after.
ekecuted conveying the Property"or;pprtlori thereofshall expressly provide that such conveyance Is
subject to this Restriction,_provlded,:howeuer;. t 6t the .cosreiiants..contained herein:shall survive
and be effective regardless of whether such contract,deed or other instrument hereafter executed
conveying the Property or portion thereof provides that such conveyance is subject to this
Rcstrictio.n.
14. Incomee. 'VeFrificativa.- The Grantor represents, warrants and covenants .that the.
tletermination of whether a Family occupying a Restricted Unit meets the income requirements set.
forth herein shall.be made by.the:Grantor'at the time of-leasing of a Restricted.Unit and.thereafter.
at least annually on the basis of the current income of such Family. In initially verifying a Family's
income, the Grantor shall.examinee. the source documents evidencing annual income (e.g., wage
statements, interest statements; unemployment.compensation,statements)for the.Family:
15. Reporting Requirements.
A. DHCD Web-Based ort. Annually, no later than September 30, Granto.r shall submit to
JDHCD, via the web-based annual reporting system located at
ht.ps://hedhsgdevahnualreport.azurewebsltes.net,or as otherwise instructed, an annual rego.rt
consisting of all data required by DHCD.:regulotions.at:760 GMR 61:00 promulgated pursuantto
Chapter 334 of the.Acts of 2006 and all applicable DHCD directives,,guldelines and forms. as
may be amended totri:time to time_The Grantor shall collect said data for the express purpose
of reporting to DHCD,. and the.collection.and reporting of said data shall. comply with said
regulations, directives, guidelines and forms.
H. Annual Report. Annually,.no later than 30,Grantor, shall subrnit to each Holder
an annual report consisting of the followl.rig:
6) Annual adjusted income of each Family.occ.Ppying a:Restricted Unit.
(ii) Monthly grass rents.(rents pius;utifiky..allowances, if applicable) for all Restricted Units,
such rents to be consistent with the schedule of maximum rents published annually by
DHCD. The rent schedule shall include the maximum rents applicable to Restilcted Units
under-Section 3 as.well;as the actual rents to be charged to ever-income.Families u ndler
Section 3.
{iii}The Grantor's certification, made.to. the best knowledge andbellef"pf the.:offioer or
individual signing such certifications that:
(a) The Property continues,to be used for the Permitted Uses.
(Fi).The Property continues to contains the; required number of Low. Income units .and
Extremely Low Income Units and to: comply With the rent wind other restrictions
applicable:to such Restricted Units.
AFFOR 1111MIX11111111SIONSTRIOT111111ill
(it). Grantor'has'not.transferred, pled u .in the Property,.ged or encumbered Merest
except as specitically.prqviclao In,and in 81=oroarice,aud,rompfl ance.with the terms
of,this Restriction.
..0)'Grant or caused the .P.r.op.e.rt. bi inil f manner consistent With the
y%- rita.1ped n a ma
statu.te s, Regulations and Guidelines'and no childrea.virider six years old reside in or
occupyn
the Propert Within.the meaning of the Lead,Paint Law or, tf such children do
reside in or.occupy the F.-ropeM. that the Pro.perty:..Is.in;compliance with the.Lead
Paint LdW.
(e) The.ffifbrmat[on submitted pursuant to this Paragraph B Is true and accurate.
C. Confldentialit.V. The Holders.and the Grantor.ahall treat as-confidential any:of I the fore.going
Information relating to a:specifiic R, esident or Unit Wcom.plikance,with`ail applicable state And
federal statutes and regulations,including M.GiL.c.66A,.and shall implement adequate sy.5toms
and procedures for maintaining. the confideritl I ality of such InWbri-nation (out the Holders and-the
Grantor may release general statistical and other information about the Property,so long as the
privacy rights and interests of the Individual:-Residents are protected). The Holders and the
Grantor shall. not. use any of the foregoing information in Paragraph X(M) for;any purpose
described in-Section l!503(cl)(I),of thefederal Fair.tredtlk porting Act(15.0.5iC.§ 16:81a(d)(.1))
I or in any.mannat that would cause a Holder or Grantor to be consid6red &%onsumer reporting
agency" under Section 693(f) of the federal Fal r Credit Reporting Act(15 U.S.C, 1681a(f)).
D.; Additional Reports. Grantor shall prepare and submit to the Holders such additional reports
irs anV Holdef may dee.M necessary to ensure compliance wlf4 the. requirements of this
Restriction and of the.Wograms.
E. Records. .The Grantor shall maintain as part of Its records (I). copies of all leases of
Restricted Units; (ii) all initial and annual 'income certifications by Residents_of Pest'ricted
Units and (111) such additional records as any Holder may deem necessary to ensure
compliance With the requiremen% of this Restriction and of the Programs,
F.* Additional Reporting Rqqullrernentsr. Additional reporting requirtmeritt are stipulated In
the Loan:Agreement.
16i N6. Dembi itiah. The Grantor shall not demolish any part :of the. Improvements or
substantially subtract from any real or personal property Included within the Property except In
conjuncLion with renovation :or rehabilitation of the Units or construction of a new project an the
Property, in either case subject to the prior Written consent of all.Holders,..w.hich consent may.be
granted.ior withheld In a Holder's sole judgment.
17i JC.asualty. The.Grantar represenLs, warrants.
ts.and agrees that if the Propedyt or any. part
thereof, shall be damaged or destroyed, the, Grantor (subject to the approval of the lander(s)
providing financing.) Willuse its best efforts to repair and restore the lJoits to substantially the same
condition as existed prior to-the. event causing damage nr desiruction, and the Grantor
represents, warrants and agrees that the Units shall thereafter continue to.operate in accordance
with the terms of this Restriction.
00
'nee
(Yi25Sii0L
&FFORDARIE HOUSING RESTRICTION
M. 1aspectlon: The Grantor hereby grants -to each Holder 'and its.. duly authorized
representatives the right to enter the Propeity.:(a:).at reasonable times and In a reasonable.malnner.
forthe purpose of Inspecting the Property to determine compliance with this Restriction or any other
agreement between the.Grantor and such Holder and (b) after.thirty.(30) days'prior written.notice,
to take any:reasonable and appropriate action under the Hrrumstances to cure.any.violation of the
provisions of this Restriction: The notice referred to in clause:(b).shall include a clear description
of the course and approximate cost of the:proposed cure.
X9. lEi~cement. Upon violation by the Grantor of any of the provisions of this Restriction that
remains uncured for more than thirty (30) days after notice thereof from any Holder (or for such
longer period not to:exceed thirty(30)days as shall be reasonably rQgixired under the circumstances
:to.cure.such violation, provided that the Grantor has commenceid the cure of such.v'rolation within.
the.lnitial ttiirty (30) day perlod and.its thereafter diligently pursuing the cure to completion),,,any,
Holder, at Its.aption(without liability.to any party for failure to do s0), may apply to any court,
state or federal, for specific performance of this Restriction or an injunction against any violation of
this Restriction, or for such other relief as may be appropriate, since the injury arising from the
default.under any of the terms.of:this Restriction would be irreparable and,the amount of damage
would be difficult to ascertain and may not be comonsable by rhoney alone, in each such default
notice, the.Holder glving. such notice shall specify the ululation :in. question and the actions such
Holder believes:are necessary and feasible-to re
rnedy.such violation. No waiver by a Bolder of any
breach of this Restriction shall be deemed a waiver of such breach by any other Holder or a vcalver
of any other or subsequent breach. No act or omission by any Holder; other than a writing signed
by it waiving.a breach_by the Grantor in accordance with the. next.Sectlon hereof, shall constitute a
waiver thereof. Any Holder shall be entitled to recvver,frorn the all of such Holder's
reasoriaf7le costs of an` action for enforcement of this. Restriction.,including'reasonable attorneys'
fees (including the time of any in-house counsel of a Holder charged atthe same rate as comparable
outside .attorneys). By its acceptance of this Restriction,,. no Holder undertakes any liability or
obligation relating to the.condition of the Property. Without limiting any other rights or remedies
available to a Molder, any transfer of all,or any.other portion of the Property in of of the
provisions hereof, in the absence of;a certification from Ali Holders .approy.ing, or waiving, any
restrictions with respect to,the same, all asset forth above;steal I,to the maximum extent permitted.
by law;be voidable by any.Holder,by suit In.equity to enforce the.restrictions hereof.
20. compliance Certification. Upon written request therefor, a Holder shall provide a
statement in form acceptable for recording certifying that the Granto.f0s..in full.compliance with the
provisions hereof as relate to that.Holder, provided such:Holder believes that the Grantor is so in
cornpl.iance. Upon,receipt of a written request therefor, if"a Holder shall believe that the Grantor is,
not'so:in compliance, such Holder sfial:i provide such a recordable cerilficatio.n specifying in'detaill
the section or sections hereof with which such Holder believes the Grantor riot to be:in compliance:
Any third party dealing.with the Grantor may rely for all purposes on the truth and completer►ess of
such a certification of a bolder.
21. Senior Lender Foreclosure.
A. Notavlthstancling, anything :herein to the contrary; but subject to the provisions of this-
Section, if the holder of record of a first mortgage granted to a:state or national bank,state
paI
,c
ManD01
sFFIMMUJ111111182111AA STNICTIOH
or federal savilhos and loan association, ;cooperative bank; mortgage, company, trust
company,. insurance company or athe.T.i.ristitudonal.-or governmental lendershalLacquire the
Property by reason of foreclosure or similar remedial action under the.provisions of such
mortgage or upon conveyance.of the Property in lieu of foreclosure, and provided that the
holder of.such.mortgage has given,the HdIders not Less than sixty (60:) days'prior written:
notice of. its intention. to foreclose upon Its mortgage:or to accept a conveyance Of.the
Property. in-lieu of foreclosure to attempt.to structure,a-workout ort other arrangement to
avoid such foreclosure,conveyance.in lieu of foreclosure, or similar remedial action and the.
Secretary of EOHHS has failed within such sixty (60) days to locate a purchaser for the
Property who is capable of operating the :Property.for the Permitted Uses .subject to the
provisions of,this Restriction and who is reasonably acceptable to such.mortgage holderi.
then.except as provided.below, the rights:and restrittio"ns herein:contained shall not apply
to such mortgage:holder upon .suchh acqutsitlon.of the Property or to,any purchaser of the
Property from such mortgage holder,and such Property sha71,subject to Paragraph B, below,
thereafter be free from all such rights and .restrictions. The recording in the Registry of
Deeds of a.sworn affidavit by the foreclosing mortgagee certifying as to the failure of the
Secretary. of EOHHS to meet the foregoing deadllne may be relied upon by any third.party,.
provided that the foreclosure Aced is..re..eorded riot more than six(6)months after the recelpt
by the Secretary*of':EOhiHS Of the foreclosure notice. Notwithstanding the foregoing, the
rights and restrictions contained herelii'shall terminate only to the extent it is financially
infeasible to maintain the level of affordability required by this Restriction or some lesser
level of affordability(I.e. fewer;Restricted .Uni.ts:or Restricted.Units affordable to Pamilles
with higher Household Incomes than those required by this Restriction.). k.Fina.nciaHy
infeasible" shall mean (1) with respect.to the.operation of the Property,that the rent and
other income from the Property`is,or Is reasonably projected to be; less than the reasai able
expenses required (or reasonably projected t0 be required}'10 maintain and operate :the
Property and (ii)with respect to a sale of the property, that the restrictions would prevent
(or be reasonably projected to prevent),the senior:mortgage holder from recovering a1.1
amounts due and owing with respect to its financing of the property,: including without:
limitation,principal,:interest,charges;costs,expenses,iatefees and prepayment premiums.
Financial infeasibility shall.be_determined bythe senior mortgage holder in its sole discretion
after consultation with the:Holders: The senior mortgage.holder shall notify the Holders of
the extent to which the rights and restrictions contained herein shall be terminated and the
Grantor agrees:to execute anydocuments required to modify this Restriction to conform to.
the senior mortgage holder's determination: Tile-.Grantor hereby irrevo..cably appoints any
senior mortgage holder and each of the.Holders, its true and lawful attorney-in-fact, with.
full .power of substitution, to execute,. acknowledge and. deliver. any .such documents on
behalf cf the Grantor should.the Grantor fail or refuse to do so.
S. The rights and restrictions. contained herein shall not lapse If the Property is acquired
through.foreclosure or deed in lieu of foreclosure by (I)the Grantor, (11)'.any person with a.
direct :or indirect: financial interest in the, Grantor, (iii.) any person related to a person
described In clause(ii)by blood .adoption_or marriage, (V) any.person who is or at anytime.
was a 'business associate of a person described In clause (ii), and (v) any entity in.Wh-10h.
I
l�'al
MBSS�OGS. %'
AFF/BBABIE RORSiNG R1:STRICT1O11
.any of the foregoing have a director indlrect financial interest,(each a "Related Patty").
Furthermore,:tf the Property is subsequently acquire.cl by a:Related P�aity.during the period
in which this Restrictlon would have remained in effect butfor the provisions of this Section,
this Restriction:.shall be reviv..ed.and shall apply to the Property as though it had never.
lapsed.
C;: In the event such mortgage holder conducts a foreclosure or other proceeding enfort.09 Its
rights under such mortgage.and the Property is sold fur a price in.excess of the s.um:of the
outstanding principal balances of all notes secured by mortgages of the Property plus all
future advances, accrued interest and all rcasonabie costs and expenses which the holders
thereof arc;entitled to recover.pursuant.to the terms of such mortgages, such excess shall
be paid to the Hoiders in.consideration.of the loss of the value And benefit of the rights and
restr ctlons herein contained .and :released by the:Holders, pursuant to this ectio.n .In
connection with such procee&i.g, provided that in the event that such excess shalt fie so
paid to the Holders by such mortgage holder,: the Holders shall thereafter indemnify such
mortgage holder against loss or damage to such mortgage holder resulting from any claim
made by the mortgagor of such mortgage,.to ,the extent that such clalrn Is: based upon
pay.meat of such excess by such mortgage holder to the Holders In:accordance herewlth
provided that.5uch mortgage holder shall give the q'rompt.no'otice of arty such claim and shrill
not object tD.Interventi0n by tiie;Holders.in'any proceeding relating thereto. The Holders
shall share any such excess.pro rata. In proportion to the ,respective amounts of principal
and interest (if any) then outstanding on their portions of the Loan and the liability of a
Holder under the foregoing indemnity shall be limited to the amount of such excess received
by it. To the extent the Grantor possesses any Intere m os yuld otherwise
be payable to the Holders under this Paragraph, to the full extent permissib.i'e.by lays, the
Grantor hereby assigns its Interest in such amount to said mortgage holder for payment to
the Holders.
22. Notices. Except for any notice required under appllcable...law to be given in,a different.manner,
any notice, request°or other com-munication which any party hereto may be required or may desire
to give hereunder shall'be rnade In writing,and''shall.be deemedto haue.been propeelyg.ivert if.hand
dellvered,.If;sent by recognized overnight courier, receipt confirmed, or if malted by United States
registered or certified mail, postage.prepald,.return.receipt requested, addressed to the parties at thelr
respective addresses first set forth above,or to such other address as the party to be served with notice
may have furnished in.writing to.the patty seeking or desiring to serve notice as a place for the service
of notice.:A noti.cesent by any of the foregoing methods shall be deemed given upon documented receipt,
or refusal. The Holders shall use reasonable efforts to send. courtesy copies of all notices.sent to
the Grantor to the Grantor's investor at.the address set.forth below, ;provided that limy failure to
send such a courtesy copy shall not affect the validity, of any.notice: Massachusetts Housing
Investment corporation, A Federal Street, Boston, Massachusetts 02110, Attention; Scott
Backman;. Director of Asset Management.
23. Successors.and assigns; No Third-Party Benefficlades. This:Restriction shall be binding
upon the Grantor and Its successors.-and as 1gns, and shall burden the Property as specified herein:
This Restriction shall also be; binding. upon the.:Holders, and shall inure to the benefit of their
➢ea
E93Ss.00C5.,�f�-
AEfORDAME MUSING RESIRICil9ll
:successors and assigns, provided-that a Holder shall, not volun.tari;ly assign its: rights hereunder
finless (a) such Holder belleves in good faith that it'is no longer reasonably capable of performing
Its duties hereunder, and (b) such assignment shall be to a governmental body or an entity of a
:similar charecter.and purposes to such Holder which is reasonably capable.of performing such duties
hereunder. (except that PHdD's rights with respect to the, Purchase Option, FCF Purchase Option,
'First lkefusal::Rightand FCF•First:Refusal Right are assignable, as set forth.herein).
:24. Severabillty;`Gonstructiortw. ;All rights; ;pjbwers and remedies provided herein may be
exercised only to the extent.that exercise thereof does not Violate any applicable law, ,and are
intended to be limited to thc.extent necessary so that they will not render this Restriction invalid,
unenforceable;or not entitled to:be recorded; registered or filed under applieei le law. If any
provision.or part hereof shall be affected by such holding, the validity of other provisions of this
Restriction and of the balance of any provision held to;;be invalid, illegal or unenforceable, In part
:only;shall In no way be affected thereby, a.nd this Restriction 9.1iall be construed as if such invalld,
Illegal, or unenforceable provision or part hereof had not been contained herein. In the event of
any actual or potential Inconsistency between the terms of this Restriction and any of the Statutes
and[or:the.Regulations, such terms$hail be interpreted,to the extent reasonably possible, so as to
reconclie• any such. Inconsistencies. If such provisions cannot reasonably be reconcited,; the
provisions of the'Statutes, .the, Regulations,arid.this Restriction,. in the foregoing:order of:priority,
shall control
25. Governing Law. This Restriction shall be governed by the laws of The Commonwealth of
Massachusetts. Inasmuch as the restrictions contained herein have been impos.ed upon the Property
in part to satisfy requirernents of various governm.erttal bodies referred:to hereln; including,without
11hiitation, QHCD, the restrictions contained herein ale intended to be construed as a restriction
Bald by a governmental. body with the benefit of Section:26 of Chapter.184 of th.e.Massachusetts
General Laws as existing as of the date hereof, such that the restrictions contained herein shall not
be limited in duration by any rule or operation of law, but rather shall run for the,full term thereof.
2C kicording. The Grantor, at its cost and expense, shall:cause this Restiictlon and: any
amendment hereto to be duly recorded with the .Registry of Deeds f anal if;necessary or appropriate,
rerecordedb :shall pay or copse to be.paid all recording; filing,.or other taxes, fees and charges
and-shall comply with all such statutes and regulations as may:be required by lawl in order to
establish.,preserve and protect the ability of the Holders and theirsuccessors.and assigns to enforce
this.Restriction.
27. Further Assurances. Each.Holder.is authorized to record or file any notices or instruments
appropriate to assuring the enforceability of this Restriction; and the isratntor on behalf of itself and
its successors acid.assig.ns appoints each Holder Its attorney-in-fact to execute, acknowledge and
deliver any such instruments.on its bchaif. Without limiting the foregoing,.the .grantor and Its
successors and assigns agrees to execute any such instruments uport request_ The benefits'of this
Restriction shall be in gross and shall be assignable by any Holder. The Grantor and the Holders
intend,that the restrictions arising..hereunder take effect upon the date hereof, and to the extent.
enforceability by any 'person ever depends upon the approval :of governmental officials, such
approval when givers shall relate back to the date hereof regardless of the date of actual approval.
or the date of filing or recording of,any instrument evidencing.such approval,
AHORnABLE HOUSING 1197MOTION
C16. R,6�trietio� may 156 executed in s0eta
unterparts. This .1 to.unterparts, each of which
when executed, brid'deiivorttl s1fia.0.111 bean orlginat, but Pill of which together shall c6ristituti one
instrument. in making proof of this Restriction, it, shall not be necessary to produce.or account for
more than one such counterpart executed by the party against whom enforcers ant of this Restriction
Is sddoht.
UcOrporatilen of Exhibits and FtldArs. A—hy. and all ex:h1bjtV and riders attached.hereto or
i0therwise' referenced herein,are hereby incorporated by reference, the same as if each We.re.fully
set forth herein.
30. Amendment; Waiver. This.Restriction May not be, amended,, nor may any obligation
hereunder be wal.vej or releqsed; without first obtaining tho.written dohsent.of alFRoldert.
No documentary stamps are required as this Restriction is not being purchased bythe Holders.
[end of page; signature on next page]
�asspnc
AFfORiIIlBlE R011Sling RFSiRICiRIR
1 Executed under seal as.of the date set forth above.
BOSTON STREET CROSSING LLC, a Massachusetts
limited (lability company
By BOSTON STREET CROSSING MM LLC, a
Massachusetts limited liability: company, its
Managing Member
BY: HARBORLIGHT COMMUNITY PARTNERS INC.,
a Massachusetts nonprofit corporation,_ its
Manager
By:
Andrew eFranza, Authorized Agent
COMMONWEALTH OF MASSACHUSETTS
Silk County, ss,
On this�a�day of August, 2017, before me,the undersigned notary public,personally appeared
Andrew DeFranza,proved to me through satisfactory evidence of identification,which was(a current
driver's license) (a current U.S. passport) (my personal knowledge of the identity of the principal),
to be the person.whose name is signed on the preceding or attached document,,and acknowledged
to me that he/she signed it voluntarily, as Authorized Agent of Harborlight Community Partners
Inc., the Manager of Boston Street Crossing MM LLC, the Managing Member of Boston Street
Crossing LLC, for its stated purpose as the voluntary act of Boston Street Crossing LLC.
M. FAY
'Notary Public NW"Public
_ Win+of w�s�s
My commission expires, r-fl 1 'MY 00nr808n00 ICOR"
EXHIBIT A Property Description
EXHIBIT B Projected Initial Rent Schedule for Units Other Than Horne Assisted Units
i EXHIBIT B--1 Projected Initial Rent Schedule for Iiome Assisted Units
EXHIBIT C Initial Affordability Matrix
EXHIBIT D Additional Definitions
` Qoc
1 mssso�o'°cs-
AFFIMMEE 0089ING BIFSTMIN
EXHIBIT A : PROPERTY DESCRIPTION
PARCEL ONE - 43 Boston Street, Salem, MA
BEGINNING at a stone bound at the Northerly corner of the described premises
which is at the Southeriy junction of Boston Street and Pope Street; thence
running
SOUTHEASTERLY by Boston Street, thirty-eight and 58/100 (38.58) .feet; thence
turning and running
SOUTHWESTERLY by land now or formerly of Lebel, sixty-two and 60/100 (62.60)
feet to a right of way; thence turning and running
NORTHWESTERLY by said ,right of way, thirty-four and 5/10 (34.5) feet to Pope.
Street; thence turning and running
NORTHEASTERLY by pope Street, fifty-six and 58/100 (56.58) feet to Boston,
Street, and the point of beginning.
Together with all rights in and to the 12 foot wide right of way running along the
Southwest boundary of the premises.
PARCEL TWO - 179 Boston Street, Salem. MA
Shown as Lot A on a: Plan entitled, "Land Hof Edward J. & Rose B. Blals, Boston St.,
Salem, Mass.", dated Aug. 1965, by Edwin T. Brudzynski, Registered Surveyor,
recorded with said Deeds as Plan No. 450 of 1965, Book 5295, Page 489.
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AFFOBBABIE RONSING RESTRICTION
EXHIBIT 13: ADDITIONAIL DEFINITIONS
Following.are additional definitions used in this Affordable Housing Restriction;
Administrator': Massachusetts Housing. Flnance:Agency,, a body politic and, corporate:and .a .public
instrumentality.ofThe Commonwealth ofi.Massach isetts,or its sucr_essars.and assigns as applicable,:
"AHT Guidelines";shall mean the guidelines issued by DHCD regarding: the AM Prvgrani,, as the
same may be amended, supplemented, replaced or otherwise modified from time to time:
"AHT Program shall mean the Affordable Housing.'trust. Fund loan program established under the
AHT Statute. under u�hich AHT makes loans available to sponsors of affordable housing for Low
.Income and Extremely Low Income Families.
"AHT tatu " shall mean the Massachusetts Affbrdable Trust Fund Statute,M.G.L. c.121D..
"Alternative Form of Houslna"shall mean. housing that involves an unusual or specialized level of
management or social services, an innovative flnencing or ownership structure or other Innovative
features;including, without limitation, any of.the,yarious types ofi.housing defined and described.
in 7;60 CMR 23 02.of the:HIF Regulations(as defined.below) of`:as..Otherwise described in the HIF
Statute..
"Area".shall mean 6osWn:-t ambridge-Q f incy,.MA=1uH-HMFA,.
"Bedroom Adiusted AMI" applicable to a Unit shall mean the median income for the Area, with
adjustments for the number of bedrooms in such Unit,, as determined from :time to time by HUD
pursuant to Section 8 of tile: United. Stales Housing Act of 1937, as amended. .Fat purposes of
adjustments For the number of bedrooms in a'Unit, a Unit that does not have a_separate bedroom
is assumed to be occupied by one individual and a unit with one or more separate bedrooms is
deemed assumed to be occupied by 1.5 indivlduais for each bedroom (with the total number of
individuals rounded up).
"Consortium"shall mean the•Clty-of Salern,as agent for and representative:member.of the North
Shore HOME consortium.
"CPA Guidelines" shall mean the 'ordinance of the .City of Salem, Massachusetts accepting the
provisions.of Sections 3 through 7 of the CPA Statute,: together with an.y;guidelines issued .by the
City of Salem Community Preservation Committee regarding the CPA Program, as the same may be
amended,supplemented, replaced or otherwise modified from time to time.
"CPA Program" shall mean the Community. Preseivation Fund program .established by the City of
Salem,:Massachusetts under the CPA Statute under which the City may make grants to sponsors of
certain types of affordable housing and far.ether pu;rpases authorized by the CPA.Statute.
"CPR Statute" shall mean Chapter 443 of the Massachusetts General. Laws; .as,the same .may be:
amended, supplemented, replaced or otherwise modified from time to time:
";CPA Reau.l.I;Lt s- shall mean the: informational .Guidance Release b.1-207 (September 2001)1
Informatlonal'.Guidance. Release 00-209. (December 1000) and -any other bulletins, opinions,.
guldan.. a or regulations relating to the CPA.-Statute.issued nr.prormilgated bytlid:Conirhissioner of
ode
}
67aSsDo
flRN1111112111 1 69 9ING BBTIN710N
Revenue' of:The Corrin ohweaith of Massachusetts, as Elie sauce may be ammended,, supplemented,.
replaced or otherwise;modified from time to time.
" OHH " shall mean the Executive Office of Health and Human.Services of the Commonwealth of
Massachusetts(or a:ny successor thereto or designee thereof)':
"Extremely Lour rn=me Family'" small mean a Familyr whose Household income is less than or equal
to thirty percent t30%) of the F:aNlY-size Adjusted AMI.
"fir.Market Rent" shall mean the fair market rent Jn the Area for a comparably-sized dwelling as
established by HUD under regulations promulgated at 24 C.F.R.§888.i1(or successor regulations),
minus a monthly allowance established by the Holders for any utilities, and Services (excluding
telephone)'-to be paid by the occupying Family.
ITOV Jyll 5hail have the meaning set: forth in 2:4. C.F.R. §5.4113, (or any successor regulation).
Notwithstanding the.faregoing; a household comprised of a.full-.time.student or students shall not
qualify as.a Family except as permitted under the federal low-Income housing tax credit program
pursuant to,Section 42(i)(3)(D):of the internal Revenue Code of 19.86, as amended.
"Family-size-Adjusted AMI"shall mean the.rnedian income forthe Area,adjusted for family size,;.as
determined from time to time by HUD pursuant to.section. S of the United States Housing.Act of
1937, as amended'.
"FCF Cdrnmun6w-besed Housing" shall mean a non-institutional housing development, or a Unit
therein, (i) that Is reserved for FCF Eligible Residents and (11) that constitutes one of the following
types of housing;
:W "Independent Inte4rated Hooslrig,"which shall mean a residence reserved for FCF Eligible:
Ri'sklents,located,Ina ltesidentlal Housing Development on a single site.or.mul tip le sll_es, in
which no,more than.one-third of the housing units.are reserved for FCF Eligible.Residents and
which complies with any additionai.requiternents that may be:specified in the FCF Guidelines,
as approved by DHC©.
(b) "Group Home"or"Sfngle:Room Occupancy Housing," which shall mean a residence that
provides.separate sleeping facilities for each Resident, The residence tnust.:also provide
facllities for.livingo eating, cooking and sanitation for all Residents; however,.these
facilities may be shared.
(c) "Scattered Site Housino." which shall.mean a resldehce.that provides separate facilities;for
ivirig, sleeping, eating, cooking and sanitation for each Resident..
"FCF Eli ible Resident"shall mean a.Moderate Income Family that includes one or more Individuals
with Mental Iliness or Indiiriduals with Intellectual Disabilities.:
"FCF Guidelines" shall :mean the gu'ldellnes` relating to the FCF Program lsst�ed. by DH[D and/or
CEDAC-pursuant to.the FCF Statute .arid the FCF Regulations, as the sane may be updated,
amended.; or otherwise "revised from time to,time;
"FL. k Program" shall mean the Fa.cllltles Consolidation Fund loan program, established for the
purpose of facilitating the creation: of cominun(ty-based housing,,under which DHCD co.ritracts to
make funds, available through CEDAC and; other financial intermediaries, for such financiai'
Intermediaries to loan to sponsors:of CoMmUnity-based Housing.for Individuals with Mental Illness
MassGncs..f.�
RFFORMQBEEMOUSIER RESTRIGTMI
or Individuals with Intellectual Disabilities;.su.bJect to and in ,accordance with the provisions of the
FCF Statute.
"FCF Regulations" shall mean the regulations relating to the FCF Program promulgated by DHCD at
760 Code of Massachusetts Regulations;. Section. 19.00, et seq. as.the same may be amended,
supplemented, replaced or.otherwise modified from time.to tlmer
"FU-Statute-l'shall_mean Section 2 of Chapter 1.29 of the A6ts,of 21013:(budget line itern,:7004--..D.644);,
as affected by Section 19 of Chapter 129 of the Acts of 2013, as :the same may be 'amended,.
supplemented, replaced or otherwise modified from time to time.
:FGi=sul2nortive Housina"shaif mean FCF Community-based Housing that provides the,FC:F Eligible
ltesi.dents with supports and services linked,to their housing.
"FCF Vdits" shall mean the Units In the. Project that are supported by the FCF Program and:are
reserved for FCF Eligible Residents.
"Grantor"shall mean the Grantor named on the first page hereof or any successor or assign thereof
perl'nMed under Section 8 of this Restriction, including.any party holding ownershipp interests in or
With respect to the Property,
°Gu d.elinee—shall moan.the :NFIT Guideiines:,. the AHT'rsuidelines, the. HIF G.Iildellnes, the FCF
Guidelines, the HSF Guidelines and the CPA Guidelines.
"HIF(iuidelines"shall mean the guidelines issued by DHCD regarding the HIF Program,as the same
may,be amended, supplemented, replaced.or otherwise modified_from time to timc;
".1HIF Program" shall mean the phase.of the Housing. Irittovatioris Fund loan program established
under the.Ht- Statute for:the.purpose of fat ilitating'the creation and retention of alternative forms
of housing, under which DHCD coritracts to make,funds a►rallaNe through EEDAC and other financial
intermediaries,for such financial Interniedlaries to loan td sponsors of Alternative Farms of Housing
for Low Income Families, subject to and in accordance with the provisions of the HIF Statute.
"1-1I17 Regulations" shall:mean the regulations relafing to the 1411E Program promulgated by. DHCD.at
760 Code of Massachusetts Regulations, Section .23:40 et seq., as the same may be amended,
supplemented, replaced or Otherwise modified rro ume::to time.
"HIF Statute"shall mean the Massachusetts Housing innovations Trust Fund, Statute,: M.G.L. c.
121E, as affected by Chapter 129 of the.Acts of 2013(budget,line Item 7004-0046), as the same
may be amended;supplemented.,replaced or other►vise:modified from time to.time.
"High Moderate Income Family"shall mean a Faml�yr whose Household Income is.less than or equal
to one-hundred-ten percent (1100/6) of the Family-size:Adjusted AMI:
"Holder" shall mean each of DHCD,:AHT, CE.DAC, the city; HITF, HSITF,:and the Consortium,.or :as
applicable, each successor or assign of the foregoing.and "Holders" shall mean all of the foregoing
parties, Collectively.
"HOME:Guidelines" shall mean the guidellnes 15sued by .DHCD regarding the HOME Program, as the
same may be amended, supplemented, replaced or otherwise modified from time to time:;
�u affaff
I9ass0ocs
Aai®'ARIE Boosillo$@STBECTICH
"HOMF. PrWtam"Shill mean the federal HOME.In vestment Partnerships Program under which_the
City and the Consortium.make loans available to sponsors of certain types of affordable housing.
"HOME Regulations" shall mean 24 C.F.R. Part,92.
'Household Income-" shall mean a Family's adjusted annual income determined to the manner set
forth in 24 C.F.R=-§5,:609 (or any successor regulations).
"HSF Guidelines" .§hall mean the° guidelines issued by DHCD.regarding the H,SF Program;:. as.the
same may be amended, supplemented, replaced, or otherwise modified from.time to tune
"HSF Prggrpm"shall mean Housing Stabilization Fund loan program, established for the purpose of
facilitating the. creation and :p.rese.rvario,n of,affordaWe,housing, under which DHCI? contracts:to
mAxe fund.$ available through. MHP .and other financial intermediaries, fvr such -financial.
lntermediarles to loan to s,ponsars of affordable housing.for LoW income and Extremely_Low:Income,
Families,subject to and in accordance with the:provisions of the HSF Statute.
"HSE Regulations"shall mean the regulations relating to the HSF Program promulgated by DHCD at
760 .Code of Massachusetts,Regulations,. Section 24.00 'et. seq.,.. as the same may be,amended,
supplemented, replaced or otherwise modified from time to:time.
"HSF Statute' shall mean the 1±7essach,osettr Housing Stabilization and Investment, Trust fiend
Statute; M.G.L. c. 12iF, as affected liy and. by Cho ter 119 of the Acts of 2.008 (budget.line Item
'7004-0012), as the same may be .amended, supplemented, replaced or otherwise modified from
time to time.
"HUD"shalimean.the United States Dopartrnent of Housing and.-Urban Development..
"Itn ro ovements" shall mean the-buildin'g oe buildings Ob the Pro.perty,pr.esently containing, orafiter
completion of the p.lanhed donstructioii to contal. , the number of Units thdicated on the first page
hereof, and all other authorized buildings, structures and improvements located on the Property ,
from time. to time, all equipment and fixtures therein, and any authorized repair, improvement,
reconstruction, restoration, renovation,:or replacement of a capital nature thereto Or otherwise on
the Property.
".Individg�l with. Intellectual DisaDllltles" shall mean an individual DDS determines .ls eligible to
receive services and subsidlesprovided by DDS.
"individual with Mental Illness" shall mean an individual DNH determines as eligible to receive
services,and subsidies provided by DMH.
'Lean" shalt mean collectively, the;loarts for the Project being provided to.the Grantor,under the
Programs; As defimed herein Lhe term"Loam"shall not include the CPA Loan.
"Loan`i3ocumente shall mean collectively,the docu.me:nts evidencing and securing.,the 'Loan.
'Low Income Famiiv" shall mean a. Family whose Household Income is less than or equal to sixty
percent (60%) of the Family-size Adjusted AMI.
"Moderate Income.:FamU- shall mean a Family whose. Household.Income is less:than or:equal to.
eighty:percent(80%) of the Family-size Adjusted AMI.
cue
n�
R'lassoocs
AFFO EUABIF I MUSIN&IIESTRICT{OY
`NFIT Guidefines"shall mean any guldehnes issued by DHCb-with respect to the NFIT P.rogram..
"NFIT Program"shall mean the Non-Federal Investment Trust Fund under which DHCD makes loans
available to sponsors of certain types of affordable housing.
'Over-income Rents shall mean, for a particular over-income ;Family, a monthly rent equal to the
lesser of. (x) the maximum amount payable by the Family under the. Iavrs of the municipality in
which the Property is located or jpf The Commonwealth of Massachusetts, (y.) one-twelfth,of thl.rly
percent.'(30%) :of the :Famliy's.Household Income as.recertified annually or (z). the comparable:
market rent for the Family`s Unit, but in no event lower than the rent such Family was paying prior
to becoming an over-Income.Family.
Vermitted Encumbrances shali mean those:encumbrances on the Property identified in the
mortgage granted to the Holders of even:or.near:tlate herewith.
"Permitted Uses" shall mean use of the Improvements for the number of rental Units indicated on
the first page hereof comprising an Alternative Form of.tiousing, consistent with the HIF Statute,
HIF Regulations and HIF Guidelines, including the number of Restricted Units Indicated on the first
page hereof of Which :at least twenty-six Units. (containiing a total of not less than twenty-six
bedrooms) .shall be reserved for Individuals with- Mental Illness.or Individuals With Intellectual
Disabilities and.shmll.qualify as FCF Community=based Housing or FCF Supportive Housing consistent.
With'th.e FCF Statute,. FCF .Regulatlons.; and, FCF Guidelines. Such Permitted.'Uses shaft include
activities and/or services of a nature to benQfit the Residents of the Restricted Units. and/or to
benefit the-usP of the Improvements as an.Alternative Form of Housing and/or to.benefit use of the
Improvements as.FCF Community-based Housing.
"Rroyrarns" ,shall mean the NFIT.Program., the.A.HT Program,. the HIF Program, the FCF Pro ram,
the HSF Program, the HOME Program and the CPA Program:..
"Property"shall mean that certain parcel or.parcels of land located at the Property Address Indicated
on the first page hereof and more particularly described in Exhibit A attached hereto;.together with
all Improvements,thereof..
"Registry of needs"shall,mean the Essex South Registry of Deeds.
"R,-g'guIat'tons"shall-mean the HIF Regulations.the FCF Regulations,,the.HSF Regulations, the HOME
Regulations, and the CPA Regulations.
"Residents"shall mean the lawful occupants of,the Units,
'".estricted Unit" shall lean a Unit required by tOe terms.hereof to be:rented to pan ExtrOmiel.y taw
gcoine. Family or a Unit,-required by the terms hereof to.be reservad as FCF Community-based.
Housing:.
'Sponsor" shall mean Harboriight Community Partners Inc.
"SRU Un.i#"shall mean a single-room(zero:bedroorn) Unit.Intended for occupancy by.a single eligible
Resident and that may contain partial food preparation and/or sanitary facilities.
`.statutes" shall mean,the AHT Statute,the H?F Stattita,::the FCF'Statute; :the H.SF Statute .arid the
CPA Statute.
o;o .
MassDa�s
ASFBROAME HOUSING RESTRICTION,
19tudi .U:nit".shall mean a sln&400m (zero. bedroom) Unit that contains a complete kitchen and
bathroom.
'Unit"shall mean any residential unit located on the Property..
"Dery Low Income Family" shall mean a Family whose Household Income is less than or equal ;to
fifty percent'(50%) of the Family-size Adjusted AMI,
