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34z 16 RO 4300-007-010-000 FOR REGISTRATION REGISTER OF DEEDS REBECCA T CHRISTIAN NEW HANOVER COUNTY, NC 2001 FEB 08 02 07 23 PM BK 2882 PG 486-502 FEE $38 00 INSTRUMENT # 2001004537 Prepared by Jonathan L Mason, Managing Member, Gresham Place, LLC Mail after recording to. NCHFA, Attn Rental Investment, PO Box 28066, Raleigh, NC 27611-8066 DECLARATION OF LAND USE RESTRICTIVE COVENANTS FOR LOW-INCOME HOUSING TAX CREDITS TC1500 THIS DECLARATION OF LAND USE RESTRICTIVE COVENANTS FOR LOW-INCOME HOUSING TAX CREDITS (the "AGREEMENT"), dated as of January 12, 2001, by GRESHAM PLACE APARTMENTS,LP, and its successors and assigns (the "Owner") is given as a condition to the allocation of low-income housing credits by the North Carolina Federal Tax Reform Allocation Committee, an instrumentality of the State of North Carolina (together with any successor to its rights, duties and obligations, the "NCTRAC") WITNESSETH: WHEREAS, the Owner is the owner of a 51 unit rental housing development located on lands in the City of WILMINGTON, County of NEW HANOVER, State of North Carolina, more particularly described in Exhibit A attached hereto and incorporated herein by reference, known as or to be known as GRESHAM PLACE APARTMENTS (the "Project"), and WHEREAS, the NCTRAC has been designated by the State of North Carolina as the housing credit agency for the State of North Carolina for the allocation of low-income housing credit dollars (the "Credit"), and WHEREAS, Owner has applied to the NCTRAC for an allocation of Credit to the Project in an annual amount not to exceed $312,145 00 of low-income housing credits, and WHEREAS, the Owner has represented to the NCTRAC in Owner's Low-Income Housing Credit Application

Credit to the Project in an annual amount not to exceed $312,145 00 of low-income housing credits, and WHEREAS, the Owner has represented to the NCTRAC in Owner's Low-Income Housing Credit Application (the "Application") that Owner shall lease 100% of the units in the Project to individuals or families whose income is 60% or less of the area median gross income (including adjustments for family size) (the "Low-Income Tenants") as determined in accordance with Section 42 of the Internal Revenue Code of 1986 as amended or as may be amended from time to time ("Section 42 of the Code"), and WHEREAS, the Owner recognizes that it must covenant to maintain rent and income restrictions under Section 42 of the Code for an extended use period beyond the initial compliance period and has represented to the NCTRAC in the Application that it will impose additional rent restrictions and/or will not apply for relief under Section 42(h)(6)(E)(1)(II) of the Code for a minimum period of 15 years after the close of the initial 15-year compliance period, and WHEREAS, Section 42 of the Code requires as a condition for allowance of the Credit that the Owner execute and deliver this Agreement and record this Agreement in the official land deed records of the county in which the Project is located in order to create certain covenants running with the land for the purpose of enforcing the requirements of Section 42 of the Code and the occupancy restrictions found in Sections 4 and 5 hereof by regulating and restricting the use and occupancy and transfer of the Project as set forth herein, and WHEREAS, the Owner, under this Agreement, intends, declares and covenants that the regulatory and restrictive

and restricting the use and occupancy and transfer of the Project as set forth herein, and WHEREAS, the Owner, under this Agreement, intends, declares and covenants that the regulatory and restrictive covenants set forth herein governing the use, occupancy and transfer of the Project shall be and are covenants running with the Project for the term stated herein and binding upon all subsequent owners of the Project for such term, and are not merely personal covenants of the Owner NOW, THEREFORE, în consideration of the promises and covenants hereinafter set forth, and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Owner agrees as follows -1Re SECTION 1 - DEFINITIONS All words and phrases defined in Section 42 of the Code and all applicable rules, rulings, policies, proceedings, regulations, or other official statements promulgated or proposed by the United States Department of the Treasury, or the Internal Revenue Service, or the United States Department of Housing and Urban Development or the United States Department of Agriculture pertaining thereto shall have the same meanings in this Agreement SECTION 2 - RECORDING AND FILING; COVENANTS TO RUN WITH THE LAND (a) (b) (c) Upon execution, acknowledgement, and delivery by the Owner, the Owner shall cause this Agreement and all amendments hereto to be recorded and filed in the office of the Register of Deeds of the county in which the Project is located, and shall pay all fees and charges incurred in connection therewith Upon recording, the Owner shall immediately transmit to the NCTRAC a certified copy of the recorded Agreement showing the date, deed book and page numbers of record. The original recorded executed Agreement shall be transmitted to

l immediately transmit to the NCTRAC a certified copy of the recorded Agreement showing the date, deed book and page numbers of record. The original recorded executed Agreement shall be transmitted to NCTRAC as soon as it is available from the Register of Deeds The Owner agrees that the NCTRAC will not issue the Internal Revenue Service Form(s) 8609 constituting final allocation of the Credit unless and until the NCTRAC has received the recorded executed original of the Agreement The Owner intends, declares and covenants, on behalf of itself and all future owners and operators of the Project during the term of this Agreement, that this Agreement and the covenants and restrictions set forth in this Agreement (1) shall be and are covenants running with the Project, encumbering the Project for the term of this Agreement, binding upon the Owner, the Owner's successors in title and all subsequent owners and operators of the Project, (11) are not merely personal covenants of the Owner, and (111) shall bind the Owner and its respective successors and assigns, and the benefits shall inure to the NCTRAC and any former, present or prospective tenant of the Project during the term of this Agreement The Owner hereby agrees that any and all requirements of the laws of the State of North Carolina to be satisfied in order for the provisions of this Agreement to constitute deed restrictions and covenants running with the Project and which touch and concern the Project shall be deemed to be satisfied in full, that any requirements of privity of estate are intended to be satisfied, and that an equitable servitude in the form of a negative easement has been created to insure that these restrictions run with the land.

requirements of privity of estate are intended to be satisfied, and that an equitable servitude in the form of a negative easement has been created to insure that these restrictions run with the land.

For the longer of the period this Credit is claimed or the term of this Agreement, each and every contract, option, memorandum of option, deed or other instrument hereafter executed conveying the Project or portion thereof shall expressly provide that such conveyance is subject to this Agreement, provided, however, the covenants contained herein shall survive and be effective regardless of whether such contract, option, memorandum of option, deed or other instrument hereafter executed conveying the Project or portion thereof provides that such conveyance is subject to this Agreement The Owner covenants to obtain the consent of any prior recorded lienholder on the Project to be bound by the terms of this Agreement, and such consent shall be a condition precedent to the issuance of Internal Revenue Service Form(s) 8609 constituting final allocation of the Credit SECTION 3 - REPRESENTATIONS, COVENANTS AND WARRANTIES OF THE OWNER (a) (b) The Owner hereby represents, covenants and warrants as follows Limited Liability Company o The Owner (1) is a duly organized under the laws of the State of North Carolina and is qualified to transact business under the laws of North Carolina, (11) has the power and authority to own its properties and assets and to carry on its business as now being conducted, and (111) has the full legal right, power and authority to execute and deliver this Agreement The execution and performance of this Agreement by the Owner (1) will not violate or, as applicable, have not

(111) has the full legal right, power and authority to execute and deliver this Agreement The execution and performance of this Agreement by the Owner (1) will not violate or, as applicable, have not violated any provision of law, rule or regulation, or any order of any court or other agency or governmental body, and (11) will not violate or, as applicable, have not violated any provision of any indenture, agreement, mortgage, mortgage note, partnership agreement, corporate charter, corporate resolution, bylaws, or other instrument to -2(c) (d) (e) (f) (g) (h) (1) 3 (j) (k) (1) (m) which the Owner is a party or by which it or the Project is bound, and (111) will not result in the creation or imposition of any prohibited encumbrance of any nature The Owner will, at the time of execution, acknowledgement, and delivery of this Agreement, have good and marketable title to the Project free and clear of any lien or encumbrance (subject to encumbrances created pursuant to this Agreement, any loan documents relating to the Project or other permitted encumbrances) There is no action, suit or proceeding at law or in equity or by or before any governmental instrumentality or other agency now pending, or, to the knowledge of the Owner, threatened against or affecting it, or any of its properties or rights, which, if adversely determined, would materially impair its right to carry on business substantially as now conducted (and as now contemplated by this Agreement) or would materially adversely affect its financial condition or which would impair the use of the Project as contemplated by this Agreement The Project constitutes or will constitute a qualified low-income building or qualified low-income project, as

condition or which would impair the use of the Project as contemplated by this Agreement The Project constitutes or will constitute a qualified low-income building or qualified low-income project, as applicable, as defined in Section 42 of the Code and applicable regulations Each unit in the Project contains or will contain upon completion of construction, complete facilities for living, sleeping, eating, cooking and sanitation (unless the Project qualifies as a single-room occupancy project or transitional housing for the homeless) which are to be used on other than a transient basis.

During the term of this Agreement, all units subject to the Credit shall be leased and rented or made available to members of the general public who qualify as Low-Income Tenants (or otherwise qualify for occupancy of the low-income units) under the applicable election specified in Section 42(g) of the Code.

The Owner agrees to comply fully with the requirements of the Fair Housing Act as it may from time to time be amended During the term of this Agreement, the Owner covenants, agrees and warrants that each low-income unit is and will remain suitable for occupancy Subject to the requirements of Section 42 of the Code and this Agreement, the Owner may sell, transfer or exchange the entire Project at any time, but the Owner shall notify in writing and obtain and submit to the NCTRAC the written agreement of any buyer or successor or other person acquiring the Project that such acquisition is subject to the requirements of this Agreement and to the requirements of Section 42 of the Code and applicable regulations This provision shall not act to waive any other restriction on sale, transfer or

ject to the requirements of this Agreement and to the requirements of Section 42 of the Code and applicable regulations This provision shall not act to waive any other restriction on sale, transfer or exchange of the Project or any low-income portion of the Project, including, but not limited to, the restriction under Section 42(h)(6)(B) of the Code that no portion of any building in the Project may be sold, transferred or exchanged unless all of the building is sold, transferred or exchanged to the transferee The Owner agrees to notify the NCTRAC in writing at least thirty (30) days in advance of any sale, transfer or exchange permitted under this Agreement of the entire Project or any low-income portion of the Project Within thirty (30) days of the closing of such sale, transfer or exchange, the Owner shall provide the NCTRAC a complete copy of all the closing documents The Owner shall not demolish any part of the Project or substantially subtract from any real or personal property of the Project or permit the use of any residential rental unit for any purpose other than rental housing during the term of this Agreement unless required by law The Owner represents, warrants and agrees that if the Project, or any part thereof, shall be damaged or destroyed or shall be condemned or acquired for public use, the Owner will use its best efforts to repair and restore the Project to substantially the same condition as existed prior to the event causing such damage or destruction, or condemnation, and thereafter to operate the Project in accordance with the terms of this Agreement -3(n) (0) The Owner warrants that it has not and will not execute any other agreement with provisions contradictory to,

ereafter to operate the Project in accordance with the terms of this Agreement -3(n) (0) The Owner warrants that it has not and will not execute any other agreement with provisions contradictory to, or in opposition to, the provisions hereof, and that in any event, the requirements of this Agreement are paramount and controlling as to the rights and obligations herein set forth and supersede any other requirements in conflict here with During the term of this Agreement, the Owner shall not refuse to lease any residential unit in the Project to a holder of a voucher or certificate of eligibility under section 8 of the United States Housing Act of 1937 because of the status of the prospective tenant as such a holder SECTION 4 - INCOME RESTRICTIONS; RENTAL RESTRICTION The Owner represents, warrants and covenants to the NCTRAC throughout the term of this Agreement and in order to satisfy the requirements of the occupancy restrictions of Section 42 of the Code ("Section 42 Occupancy Restrictions") that (a) (b) (c) At least 100% or more of the residential units in the Project are both rent-restricted and occupied (or if unoccupied, held for occupancy only) by individuals whose income is 60% or less of area median gross income (subject to any exceptions permitted under Section 42 of the Code for tenants whose income increases after initially meeting such restriction) Except as may be otherwise provided under Section 42 of the Code or by the Internal Revenue Service, the determination of whether a tenant meets the low-income requirement shall be made by the Owner at least annually on the basis of the current income of such Low-Income Tenant Except as may be permitted under Section 6 of this Agreement, the Owner will extend the tenant income and

de by the Owner at least annually on the basis of the current income of such Low-Income Tenant Except as may be permitted under Section 6 of this Agreement, the Owner will extend the tenant income and rental restrictions set forth in this Agreement for 15 years after the close of the "compliance period" as defined in Section 42 of the Code (the "Compliance Period") SECTION 5NCTRAC OCCUPANCY RESTRICTIONS (this section shall not apply unless one or more of the blanks is (are) checked and information filed in) This Section is intended to make enforceable those extended use or deeper targeting covenants which the Owner represented to the NCTRAC in its Application. The portion of the Application relating to such deeper targeting or extended use is attached hereto as Exhibit B and incorporated herein by reference The Owner represents, warrants and covenants to the NCTRAC throughout the term of this Agreement that Owner will satisfy the NCTRAC occupancy restrictions (the "NCTRAC Occupancy Restrictions") that (Check if applicable) (a) Throughout the term of this Agreement the low-income units shall rent for at least maximum gross rent allowed under Section 42 of the Code % lower than the (b) ✗ For a period ending at least 15 years after the end of the Compliance Period (the "Restriction Period"), the Owner shall make no request under Section 42(h)(6) of the Code to find a buyer and a "qualified contract" as defined in Section 42 of the Code ("Qualified Contract") for the Owner's interest in any low-income portion of any building in the Project, and the Owner shall not, with respect to any building in the Project, request, seek or cause termination pursuant to Section 42(h)(6)(E)(1)(II) of the Code of the extended use period during which the income

e Owner shall not, with respect to any building in the Project, request, seek or cause termination pursuant to Section 42(h)(6)(E)(1)(II) of the Code of the extended use period during which the income and rental restrictions apply Regardless of any provision in Section 6 of this Agreement to the contrary, the Section 42 Occupancy Restrictions and the NCTRAC Occupancy Restrictions provided by this Section shall remain in place until the later of the end of the Restriction Period or the time otherwise applicable under Section 6 of this Agreement, except in the case of foreclosure or instrument -4in lieu of foreclosure, in which case the Section 42 Occupancy Restrictions and the NCTRAC Occupancy Restrictions shall terminate as provided in Section 6(c) of this Agreement SECTION 6 - TERM OF AGREEMENT (a) (b) (c) (d) Except as hereinafter provided, this Agreement and the Section 42 Occupancy Restrictions and any NCTRAC Occupancy Restrictions specified herein shall commence with the first day on which any building which is part of the Project is placed in service and shall end on the date which is 15 years after the end of the Compliance Period The period from the beginning of the Compliance Period until 15 years after the end of the Compliance Period (or such earlier date as may be determined under subsection (b) below) is the extended use period (the "Extended Use Period") The Extended Use Period for any building which is part of this Project shall terminate as set forth below, if earlier than 15 years after the end of the Compliance Period (1) (2) On the date the Project is acquired by foreclosure or instrument in lieu of foreclosure, unless the Internal Revenue Service determines that such acquisition is part of an arrangement with the Owner in which a

te the Project is acquired by foreclosure or instrument in lieu of foreclosure, unless the Internal Revenue Service determines that such acquisition is part of an arrangement with the Owner in which a purpose of such arrangement is the termination of the Extended Use Period, or On the date which is one year after the date the Owner has properly requested in writing that the NCTRAC assist in procuring a qualified contract for the acquisition of the low-income portion of any building which is a part of the Project if the NCTRAC was unable to present a qualified contract as defined in Section 42 of the Code ("Qualified Contract") during such one-year period, provided, however, this subsection (b)(2) shall apply only if such request by the Owner was not in violation of any restriction imposed under Section 5 of this Agreement.

Notwithstanding subsection (b) above, for the purposes of the covenant made in Section 3(g) of this Agreement, the term of this Agreement shall continue for a period of three years following any termination of the Extended Use Period pursuant to the procedures specified in subsection (b) above During such three-year period, the Owner shall not evict or terminate the tenancy of an existing tenant of any low-income unit other than for good cause and shall not increase the gross rent above the maximum allowed under Section 42 of the Code with respect to such low-income unit If the Owner has agreed to NCTRAC Occupancy Restrictions as reflected in Section 5 of this Agreement, this Agreement shall not terminate before the time period for compliance with such NCTRAC Occupancy Restrictions has expired SECTION 7 - ENFORCEMENT (a) (b) (c) The Owner shall permit, during normal business hours and upon reasonable notice, any duly authorized

compliance with such NCTRAC Occupancy Restrictions has expired SECTION 7 - ENFORCEMENT (a) (b) (c) The Owner shall permit, during normal business hours and upon reasonable notice, any duly authorized representative of the NCTRAC to inspect any books and records of the Owner regarding the Project with respect to the incomes, rent levels, and housing costs of Low-Income Tenants which pertain to compliance with this Agreement The Owner shall submit any other information, documents or certifications requested by the NCTRAC which the NCTRAC shall deem reasonably necessary to substantiate the Owner's continuing compliance with the provisions of the Section 42 Occupancy Restrictions specified in this Agreement The Owner covenants that it will not knowingly take or permit any action that would result in a violation of the requirements of Section 42 of the Code and applicable regulations or this Agreement Moreover, Owner covenants and agrees to take any lawful action (including amendment of this Agreement as may be necessary, in the opinion of the NCTRAC) to comply fully with Section 42 of the Code and with all applicable rules, rulings, policies, procedures, regulations or other official statements promulgated or proposed by the United States -5(d) (e) (f) Department of the Treasury, or the Internal Revenue Service, or the United States Department of Housing and Urban Development or the United States Department of Agriculture from time to time pertaining to Owner's obligations under Section 42 of the Code and affecting the Project The Owner and the NCTRAC acknowledge that the primary purpose for requiring compliance by the Owner with the restrictions provided in this Agreement is to assure compliance of the Project and the Owner with Section 42

NCTRAC acknowledge that the primary purpose for requiring compliance by the Owner with the restrictions provided in this Agreement is to assure compliance of the Project and the Owner with Section 42 of the Code and applicable regulations, AND BY REASON THEREOF, THE OWNER IN CONSIDERATION FOR RECEIVING LOW-INCOME HOUSING CREDITS FOR THIS PROJECT HEREBY AGREES AND CONSENTS THAT THE NCTRAC AND ANY INDIVIDUAL WHO MEETS THE INCOME LIMITATION APPLICABLE UNDER SECTION 42 OF THE CODE (WHETHER PROSPECTIVE, PRESENT OR FORMER OCCUPANT) SHALL BE ENTITLED, FOR ANY BREACH OF THE PROVISIONS HEREOF, AND IN ADDITION TO ALL OTHER REMEDIES PROVIDED BY LAW OR IN EQUITY, TO OBTAIN SPECIFIC PERFORMANCE BY THE OWNER OF ITS OBLIGATIONS UNDER THIS AGREEMENT IN ANY COURT OF COMPETENT JURISDICTION The Owner hereby further specifically acknowledges that the beneficiaries of the Owner's obligations hereunder cannot be adequately compensated by monetary damages in the event of any default hereunder The Owner hereby agrees that the representations and covenants set forth herein may be relied upon by the NCTRAC and all persons interested in Project compliance under Section 42 of the Code and the applicable regulations The Owner acknowledges that Section 42 of the Code and regulations implementing said Section require the NCTRAC (or an agent or other contractor of the NCTRAC) to monitor the Section 42 Occupancy Restrictions, and the Owner hereby agrees to take any and all actions reasonably necessary and required by the NCTRAC (or any agent of, or other contractor hired by, the NCTRAC) to substantiate the Owner's compliance with the Section 42 Occupancy Restrictions or the NCTRAC Occupancy Restrictions SECTION 8- MISCELLANEOUS (a)

agent of, or other contractor hired by, the NCTRAC) to substantiate the Owner's compliance with the Section 42 Occupancy Restrictions or the NCTRAC Occupancy Restrictions SECTION 8- MISCELLANEOUS (a) Severability The invalidity of any clause, part or provision of this Agreement shall not affect the validity of the remaining portions thereof (b) Notices All notices to be given pursuant to this Agreement shall be in writing and shall be deemed when mailed by certified or registered mail, return receipt requested, to the parties hereto at the addresses set forth below, or to such other place as a party may from time to time designate in writing given To the North Carolina Federal Tax Reform Allocation Committee c/o North Carolina Housing Finance Agency PO Box 28066 Raleigh, NC 27611-8066 To the Owner: JON MASON GRESHAM PLACE APARTMENTS,LP PO BOX 10284 WILMINGTON, NC 28404-0284 The North Carolina Federal Tax Reform Allocation Committee and the Owner, may, by notice given hereunder, designate any further or different addresses to which subsequent notices, certificates or other communications shall be sent -6હ (c) (d) (e) (f) (g) (h) (1) Amendment The Owner agrees that it will take all actions necessary to effect amendment of this Agreement as may be necessary to comply with Section 42 of the Code (or any other applicable provisions of the Internal Revenue Code of 1986) and any and all applicable rules, regulations, policies, procedures, rulings or other official statements pertaining to the Credit Upon proper recordation of this Agreement in the county registry, the Owner agrees that no amendment(s) to the terms or conditions of this Agreement shall apply or have effect unless the

to the Credit Upon proper recordation of this Agreement in the county registry, the Owner agrees that no amendment(s) to the terms or conditions of this Agreement shall apply or have effect unless the written consent to or acknowledgement of such amendment(s) shall have been given on behalf of the NCTRAC Subordination of Agreement This Agreement and the restrictions hereunder are subordinate to the loan and loan documents, if any, on the Project except insofar as Section 42 of the Code requires otherwise (eg, restrictions relating to the three-year vacancy control during the extended use period, as set forth in Section 6(c) hereof).

Governing Law This Agreement shall be governed by the laws of the State of North Carolina and, where applicable, the laws of the United States of America Survival of Obligations The obligations of the Owner as set forth herein and in the Application shall survive the allocation of the Credit and shall not be deemed to terminate or merge with the awarding of the allocation Recovery of Attorney's Fees. If the NCTRAC shall incur legal fees or other expenses in enforcing its rights and/or remedies, or the Owner's obligation, under this Agreement, the Owner shall reimburse the NCTRAC for those fees and other expenses within a reasonable time after receipt of written demand therefor.

Successors and Assigns This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the NCTRAC and the successors and assigns of the Owner Successor Statutes and Agencies Any references in this Agreement to specific statutory provisions, specific regulatory provisions or specific governmental agencies or entities shall include any successor statutory provision, regulatory provision or governmental agency or entity, as the case may be

specific regulatory provisions or specific governmental agencies or entities shall include any successor statutory provision, regulatory provision or governmental agency or entity, as the case may be IN WITNESS WHEREOF, the Owner (1) if an individual, has hereunto set his/her hand and seal, or (11) if corporate, has caused this Agreement to be signed in its corporate name by its duly authorized officers and its seal to be hereunto affixed by authority of its Board of Directors, or (111) if a partnership, has caused this Agreement to be signed under seal in its partnership name by its duly authorized general partner(s), or (iv) if a limited liability company, has caused this Agreement to be signed under seal in its name by its duly authorized member(s) and/or manager(s), as of the day and year first written above By ATTEST (Corporate Name) President Secretary (Corporate Seal) -7(SEAL) (SEAL) (SEAL) (SEAL) _(SEAL) SEAL-STAMP NORTH CAROLINA, New Hanover County.

I, a Notary Public of the County and state aforesaid, certify that Jonathan L. Mason OFFICIAL SEA antor, personally appeared before me this day and acknowledged the execution of the foregoing CARENS KEEL Notary Public - North Carolina མ February NEW HANOVER ment Witness my hand and official stamp or seal, this 7th day of 19200/ My Commission Expres ☑My Commission expires 11-21-2004 Care Steel Notary Public.

SEAL-STAMP NORTH CAROLINA, County I, a Notary Public of the County and state aforesaid, certify that personally appeared before me this day and acknowledged that he is Secretary of a North Carolina corporation, and that by authority duly given and as an act of the corporation, the foregoing instrument was signed in its name by its President, sealed with its corporate seal and attested by as its

corporation, and that by authority duly given and as an act of the corporation, the foregoing instrument was signed in its name by its President, sealed with its corporate seal and attested by as its Secretary Witness my hand and official stamp or seal, this day of OWNER My Commission expires Gresham Place Apartments, LP By Resham Place, LLC - General Partner By.

Mathon & Mason Name Jonathan Mason Managing Member Deck Title ATTEST/WITNESS:_ (SEAL) (sene) -8Notary Public 19 SEAL-STAMP NORTH CAROLINA, New Hanover County I, a Notary Public of the County and state aforesaid, certify that Jonathan L Mason personally appeared before me this day and acknowledged that he is Managing member Gresham Place, LLC a of NORTH Carolin A limited hability company/ General partnership, and that by authority duly given and as an act of the limited liability companyl Geneva L partnership, the foregoing instrument was signed under seal Witness my hand and official stamp or seal, this in its name by its Managing Member day of My Commission expires The foregoing Certificate(s) of 19 Notary Public is/are certified to be correct This instrument and this certificate are duly registered at the date and time and in the Book and Page shown on the first page hereof By REGISTER OF DEEDS FOR COUNTY Deputy/Assistant-Register of Deeds -9STATE OF NORTH CAROLINA COUNTY OF NEW HANOVER I, CAREN S. KEEL, a Notary Public of the county and state aforesaid do hereby certify that JONATHAN L. MASON, personally appeared before me this day and acknowledged that he is a Member Manager of Gresham Place, LLC, a North Carolina limited liability company, General Partner of GRESHAM PLACE APARTMENTS, LIMITED PARTNERSHIP, a North Carolina limited partnership, and that by authority

Manager of Gresham Place, LLC, a North Carolina limited liability company, General Partner of GRESHAM PLACE APARTMENTS, LIMITED PARTNERSHIP, a North Carolina limited partnership, and that by authority duly given and as the act of the Limited Partnership executed the foregoing instrument.

hand and seal this the 7th day of February, 2001.

Witness my My commission Expires: 11-21-2004 Сален 8. Тео S.

Notary Public ெ OFFICIAL SEAL CARENS KEEL Notary Public - North Carolina NEW HANOVER COUNTY My Commission Expires Exhibit "A" TRACT ONE: Beginning at an iron rod in the southern right of way line of Gordon Road (60.0 foot right of way) that has North Carolina grid coordinates; North = 190,307.058, East = 2,350,713.385 (preliminary). Said iron rod being located South 59 degrees 15 minutes 03 seconds East 258.67 feet from North Carolina Geodectic Survey Monument "WOOD", NAD 83, (preliminary): North = 190,439.311, East = 2,350,491.080. Running thence from said point of beginning with the southern right of way line of Gordon Road, South 60 degrees 19 minutes 24 seconds East 411.48 feet to an iron rod; thence leaving said right of way line and running South 29 degrees 40 minutes 36 seconds West 741.52 feet to an iron rod; thence South 88 degrees 10 minutes 36 seconds West 482.60 feet to an existing iron pipe; thence North 29 degrees 40 minutes 36 seconds East 319.46 feet to an iron rod; thence South 38 degrees 10 minutes 51 seconds East 159.34 feet to an iron rod; thence North 41 degrees 58 minutes 09 seconds East 102.06 feet to an iron rod; thence North 29 degrees 40 minutes 36 seconds East 336.84 feet to an iron rod; thence North 58 degrees 04 minutes 24 seconds West 169.44 feet to an iron rod; thence North 29 degrees 40 minutes 36 seconds

nce North 29 degrees 40 minutes 36 seconds East 336.84 feet to an iron rod; thence North 58 degrees 04 minutes 24 seconds West 169.44 feet to an iron rod; thence North 29 degrees 40 minutes 36 seconds East 291.06 feet to the point of beginning passing through an iron rod at 170.06 feet, containing 6.6124 acres more or less and being a portion of Tract 8B of the Arabella Gore Division and a portion of that tract described in Deed Book 831, at Page 789 of the New Hanover County Registry. The above described tract being subject to easements of record.

Saving and Excepting the following tract of land: Beginning at an iron rod in the southern right of way line of Gordon Road (60.0 foot right of way) that has North Carolina grid coordinates, NAD 83 preliminary: North = 190,307.058, East = 2,350,713.385. Said point of beginning being located South 59 degrees 15 minutes 03 seconds East 258.67 feet from North Carolina Geodetic Monument "WOOD", NAD 83 (preliminary): North 2,350,491.080. Running thence from said point of beginning with the southern right of way line of Gordon Road, South 60 degrees 19 minutes 24 seconds East 169.31 feet to an iron rod; thence leaving said right of way and running South 29 degrees 40 = 190,439.311, East = minutes 36 seconds West 297.71 feet to an iron rod passing through an in line iron rod at 127.55 feet; thence North 58 degrees 04 minutes 24 seconds West 169.44 feet to an iron rod; thence North 29 degrees 40 minutes 36 seconds East 291.06 feet to the point of beginning passing through an in line iron rod at 170.06 feet and containing 1.1442 acres more or less and being a portion of that tract described in Deed Book 831, at Page 789 of the New Hanover County Registry. The above described tract being subject to easements of record.

Exhibit "B"

s more or less and being a portion of that tract described in Deed Book 831, at Page 789 of the New Hanover County Registry. The above described tract being subject to easements of record.

Exhibit "B" Date of Application April 23, 1999 NORTH CAROLINA HOUSING FINANCE AGENCY RENTAL HOUSING PROGRAMS APPLICATION FORM PART I.

PROGRAM FUNDS REQUESTED ☑Low-Income Housing Tax Credit RECEIVED APR 23 1999 NONFA BASIC INFORMATION ☑ # APP 22 Rental Production Program (RPP) Loan Funds Requested Loan Amount $1,000,000 Loan Product Requested (Check one) Multi-family Production, CHDO PART II.

A.

Project Name and Address Project Name Gresham Place Address 6612 Gordon Road City Wilmington County New Hanover Zip 28411 Census Tract 11601 Block Group Is this project located in a Qualified High Cost area?

Yes x No Name of Political Jurisdiction in which project will be located New Hanover County Name of Jurisdiction's Chief Executive Officer (typically the Mayor) Allen O'Neal, NHC Manager Mailing Address 320 Chestnut Street, Room 502 City Wilmington Zip Code 28401-4058 Telephone (910) 341-7184 Applicant/Developer Information Applicant Name Mason & Associates, LLC B.

Address PO Box 10284 City Wilmington_ Contact Person Jon Mason Title CEO Telephone (910) 686-4048 ☑ For-Profit Family Elderly ☑ State North Carolina_ Zip 28404-0284 FAX(910) 686-4048 Nonprofit Applicant Entity is Is the applicant a Community Housing Development Organization (CHDO) which has been certified by the If Applicant is a nonprofit organization, please attach as Exhibit A copy of each of the following • Articles of Incorporation • Bylaws • 1997 IRS Form 990 • IRS 501(c)(3) or (c)(4) Determination Letter .

pplicant is a nonprofit organization, please attach as Exhibit A copy of each of the following • Articles of Incorporation • Bylaws • 1997 IRS Form 990 • IRS 501(c)(3) or (c)(4) Determination Letter .

Current Board of Directors List, including occupations and phone numbers • Current Certificate of Existence from the North Carolina Secretary of State A nonprofit sponsor/applicant/owner must be a community-based 501(c)(3) or (c)(4) organization in existence in North Carolina for at least 12 months C.

Project Owner Apartments, Ownership Entity Name. Gresham Place, LP (To be formed) Address PO Box 10284 City Wilmington State NC Zip 28404-0284 Is this TID assigned to ☐ Project Owner?

Federal Tax Identification Number (TID) 56-2013061-56-2156920 m ☑Applicant?

(If a TID number has not yet been assigned to the project's ownership entity, please use the applicant's TID) (III) Part A, Page 2 of 17 D.

Please attach as Exhibit B a current financial statement for each of the principal owners In addition, if the ownership entity is an existing organization, the most recent and the prior year's audited financial statements must be attached Ownership Structure (To be formed) Owner is a ✓ Limited Partnership □ Limited Liability Co List full name, title, complete address including zip code, and phone number of all proposed General Partners or Officers Specify who is serving as the managing partner or member 1) Jonathan L Mason, Managing Partner 6125 Timber Creek Lane Wilmington, NC 28411-7460 (910) 686-4048 3) William L Wood, Partner_ 113 Denise Road Wilmington, NC 28411 (910) 686-4196 Ownership Entity ☐ Exists 2) Larry F Dempsey, Partner 1622 Canady Road Wilmington, NC 28411 (910) 686-5885 4).

w Please attach additional sheets if necessary ☑ To Be Formed

on, NC 28411 (910) 686-4196 Ownership Entity ☐ Exists 2) Larry F Dempsey, Partner 1622 Canady Road Wilmington, NC 28411 (910) 686-5885 4).

w Please attach additional sheets if necessary ☑ To Be Formed Please provide in Exhibit C a joint venture partnership agreement between any development organization venture, including those between for-profit and nonprofit entities, and between for-profit and for-profit entities Fee splits between partnerships must be explicitly stated in this agreement along with other requirements described in the General Requirements If these components are not listed in the agreement, the submission will be considered incomplete.

E.

Private Lenders: Permanent First Mortgage Lender Community Investment Corp of NC or Bank of America Cooperative Bank for Savings, Inc or Bank of America Construction Lender F.

Development Team Management Agent (Must be identified) MBI Properties, Inc PO Box 10284 Wilmington, NC 28404-0284 Architect Boisseau Design Group, PA Attorney Dean R Davis, Esq 212 Princess Street Wilmington, NC 28402-1761 Development/Housing Consultant Jonathan L Mason General Contractor Miller Building Corporation or Harold K Jorden & Co, Inc or EST General Contractors, Inc.

Jm PO Box 17042 Raleigh, NC 27619 Syndicator Besten Francial or Boston Capital First Union Simpson Housing Solutions, LLC fo Market Analyst The Wooten Company 120 N Boylan Avenue Raleigh, NC 27603 General Contractor Selected by ☑ Bid ☐ Negotiation ☐ Identity of Interest (III) Part A, Page 3 of 17 PROJECT NAME AND ADDRESS Name GRESHAM PLACE Zip 28411 Census Tract 116.01 SPONSOR/APPLICANT Name Mason & Associates, LLC High Cost Area Yes ☐ No ☑ Address P.O. 10284 Contact Person_Jon Mason

ilmington_ Zip 28411 Census Tract 116.01 SPONSOR/APPLICANT Name Mason & Associates, LLC High Cost Area Yes ☐ No ☑ Address P.O. 10284 Contact Person_Jon Mason For-Profit ✗Nonprofit Other OWNERSHIP ENTITY State NC Zip 28404-0284 _Telephone (910) 686-4048 City Wilmington Federal Taxpayer ID Number _56-2013061 Zip_28404-0284 I.

Jon Mason, Managing Member_ To Be Formed Gresham Place, LP Entity Exists II.

☐ ☐ ☐ MINIMUM REQUIRED SET ASIDES (Note: If Set-Aside Election #1 is selected below, all Tax Credit Eligible Units in the project are restricted by rent and income to 50% median income limits).

1) 2) 3) 20% of the units are rent restricted and occupied by households with incomes less than 50% of the median income.

40% of the units are rent restricted and occupied by households with incomes less than 60% of the median income.

40% of units are rent restricted and occupied by households with incomes less than 50% of median income.

MINIMUM SET ASIDES TO RECEIVE POINTS: HIGH-INCOME COUNTIES 4) 100% of units rent restricted and occupied by households with incomes less than 50% of median income 50% of units are rent restricted and occupied by households with incomes less than 50% of median income.

5) 6) Other: (proposed by developer) by households with incomes less than % of the units rent restricted and occupied % of the median income.