Common use of Affordable Housing Clause in Contracts

Affordable Housing. Owner shall set aside and reserve ten percent (10%) of the total multifamily residential units located in the Project as affordable housing units consistent with the terms set forth herein, for Income Eligible Residents earning in the aggregate no more than sixty percent (60%) of AMI. The published income limits will be adjusted by household size. The income limits will be adjusted annually according to the HUD published limits. To that end, no fewer than the number of multifamily units in the Project set forth in the table below shall, pursuant to the terms and conditions of a Land Use Restriction Agreement (i.e., the “▇▇▇▇”) in substantially the form attached hereto as “Attachment 1” to this Schedule P and incorporated herein by reference. Capitalized terms used but not defined in this Schedule but which are defined in the ▇▇▇▇ shall have the same meaning herein as therein. Each Phase of the Project shall have no few than the number of Affordable Housing Units allocated to it in in the table below. The table is as follows: PHASES AFFORDABLE HOUSING UNITS ALLOCATED TO PHASE PHASE 1 446 PHASE 2 300 PHASE 3 240 986 PRO FORMA TOTAL MULTIFAMILY UNITS IN THE PROJECT 10% 99 TOTAL AFFORDABLE UNITS Each such Affordable Unit in a Phase will be made available for a period of time not less than twenty (20) years following the date on which the last multifamily building of a Phase receives a permanent certificate of occupancy (each, an “Affordable Housing Compliance Period”), to Income Eligible Residents as defined in the ▇▇▇▇. Such requirements shall be referred to with respect to each Phase as the “Affordable Housing Requirements.” The foregoing Affordable Housing Requirements will be set forth in the ▇▇▇▇ in such form as is consistent with the then applicable practices of ACC for similar affordable housing transactions, provided that such form does not alter the Affordable Housing Requirements set forth in this Agreement, permits transferability and release consistent with Section 12.4 hereof, and does not increase the obligations of Owner, its successors and assigns. The current form of ▇▇▇▇ is attached “Attachment 1” to this Schedule P. Upon approval of a subsequent form of ▇▇▇▇ by ACC and review and approval by the Owner consistent with the foregoing, the subsequent form of the ▇▇▇▇ may be affixed hereto as “Attachment 1” to this Schedule P without further amendment to this Agreement. The ▇▇▇▇ shall be recorded in the Athens-▇▇▇▇▇▇ County land records in customary fashion upon the submission of the initial and Requisition and shall be recorded only against the applicable parcel on which such units are constructed. The Affordable Housing Requirements are part of this Agreement, and the failure by Owner to comply with same shall be an Event of Default under this Agreement. The Affordable Housing Requirements shall terminate with respect to each such Phase of the Project, respectively, upon conclusion of the Affordable Housing Compliance Period for such Phase as set forth in the applicable ▇▇▇▇. For purposes of compliance with O.C.G.A. §44-5-60, the parties understand and agree that no ▇▇▇▇ will have a period greater than 20 years, but that this Agreement shall automatically terminate upon the expiration of a ▇▇▇▇ if simultaneously therewith Owner does not enter into a new, replacement ▇▇▇▇ that extends for the lesser of 20 years or the period necessary that the 20 year Affordability Housing Requirements are satisfied on a cumulative basis.

Affordable Housing. (a) Owner shall set aside and reserve ten percent (10%) of the total multifamily residential units located in the Project as affordable housing units consistent with the terms set forth herein, for Income Eligible Residents earning in the aggregate no more than sixty percent (60%) of AMI. The published income limits will be adjusted by household size. The income limits will be adjusted annually according to the HUD published limits. To that end, no fewer than the number of multifamily units in the Project set forth in the table below shall, pursuant to the terms and conditions of a Land Use Restriction Agreement (i.e., the “▇▇▇▇”) in substantially the form attached hereto as “Attachment 1” to this Schedule P and incorporated herein by reference. Capitalized terms used but not defined in this Schedule but which are defined in the ▇▇▇▇ shall have the same meaning herein as therein. Each Phase of the Project shall have no few than the number of Affordable Housing Units allocated to it in in the table below. The table is as follows: PHASES AFFORDABLE HOUSING UNITS ALLOCATED TO PHASE PHASE 1 446 PHASE 2 300 PHASE 3 240 986 PRO FORMA TOTAL MULTIFAMILY UNITS IN THE PROJECT 10% 99 TOTAL AFFORDABLE UNITS UNITS (b) Each such Affordable Unit in a Phase will be made available for a period of time not less than twenty (20) years following the date on which the last multifamily building of a Phase receives a permanent certificate of occupancy (each, an “Affordable Housing Compliance Period”), to Income Eligible Residents as defined in the ▇▇▇▇. Such requirements shall be referred to with respect to each Phase as the “Affordable Housing Requirements.” The foregoing Affordable Housing Requirements will be set forth in the ▇▇▇▇ in such form as is consistent with the then applicable practices of ACC for similar affordable housing transactions, provided that such form does not alter the Affordable Housing Requirements set forth in this Agreement, permits transferability and release consistent with Section 12.4 hereof, and does not increase the obligations of Owner, its successors and assigns. The current form of ▇▇▇▇ is attached “Attachment 1” to this Schedule P. Upon approval of a subsequent form of ▇▇▇▇ by ACC and review and approval by the Owner consistent with the foregoing, the subsequent form of the ▇▇▇▇ may be affixed hereto as “Attachment 1” to this Schedule P without further amendment to this Agreement. The ▇▇▇▇ shall be recorded in the Athens-▇▇▇▇▇▇ Athens-Clarke County land records in customary fashion upon the submission of the initial and Requisition and shall be recorded only against the applicable parcel on which such units are constructed. . (c) The Affordable Housing Requirements are part of this Agreement, and the failure by Owner to comply with same shall be an Event of Default under this Agreement. The Affordable Housing Requirements shall terminate with respect to each such Phase of the Project, respectively, upon conclusion of the Affordable Housing Compliance Period for such Phase as set forth in the applicable ▇▇▇▇. . (d) For purposes of compliance with O.C.G.A. §44-5-60, the parties understand and agree that no ▇▇▇▇ will have a period greater than 20 years, but that this Agreement shall automatically terminate upon the expiration of a ▇▇▇▇ if simultaneously therewith Owner does not enter into a new, replacement ▇▇▇▇ that extends for the lesser of 20 years or the period necessary that the 20 year Affordability Housing Requirements are satisfied on a cumulative basis. the Georgia Mall Redevelopment Project Dated as of , 20 THIS LAND USE RESTRICTION AGREEMENT (as amended, modified or supplemented from time to time, the “▇▇▇▇”) is made and entered into as of , 20 (the “Effective Date”), by and between the UNIFIED GOVERNMENT OF ATHENS-CLARKE COUNTY, GEORGIA, a political subdivision of the State of Georgia (“ACC”), and [INSERT COMPANY NAME], a company (the “Owner”, such term including its successors, assigns and transferees of the below- defined Property).

Affordable Housing. Owner shall set aside and reserve ten percent (10%) of the total multifamily residential units located in the Project as affordable housing units consistent with the terms set forth herein, for Income Eligible Residents earning in the aggregate no more than sixty eighty percent (6080%) of AMI. The published income limits will be adjusted by household size. The income limits will be adjusted annually according to the HUD published limits. To that end, no fewer than the number of multifamily units in the Project set forth in the table below shall, pursuant to the terms and conditions of a Land Use Restriction Agreement (i.e., the “▇▇▇▇”) in substantially the form attached hereto as “Attachment 1” to this Schedule P and incorporated herein by reference. Capitalized terms used but not defined in this Schedule but which are defined in the ▇▇▇▇ shall have the same meaning herein as therein. Each Phase of the Project shall have no few than the number of Affordable Housing Units allocated to it in in the table below. The table is as follows: PHASES AFFORDABLE HOUSING UNITS ALLOCATED TO PHASE PHASE 1 446 PHASE 2 300 PHASE 3 240 986 PRO FORMA TOTAL MULTIFAMILY UNITS IN THE PROJECT 10% 99 TOTAL AFFORDABLE UNITS Each such Affordable Unit in a Phase will be made available for a period of time not less than twenty forty (2040) years following the date on which the last multifamily building of a Phase receives a permanent certificate of occupancy (each, an “Affordable Housing Compliance Period”), to Income Eligible Residents as defined in the ▇▇▇▇. Such requirements shall be referred to with respect to each Phase as the “Affordable Housing Requirements.” The foregoing Affordable Housing Requirements will be set forth in the ▇▇▇▇ in such form as is consistent with the then applicable practices of ACC for similar affordable housing transactions, provided that such form does not alter the Affordable Housing Requirements set forth in this Agreement, permits transferability and release consistent with Section 12.4 hereof, and does not increase the obligations of Owner, its successors and assigns. The current form of ▇▇▇▇ is attached “Attachment 1” to this Schedule P. Upon approval of a subsequent form of ▇▇▇▇ by ACC and review and approval by the Owner consistent with the foregoing, the subsequent form of the ▇▇▇▇ may be affixed hereto as “Attachment 1” to this Schedule P without further amendment to this Agreement. The ▇▇▇▇ shall be recorded in the Athens-▇▇▇▇▇▇ County land records in customary fashion upon the submission of the initial and Requisition and shall be recorded only against the applicable parcel on which such units are constructed. The Affordable Housing Requirements are part of this Agreement, and the failure by Owner to comply with same shall be an Event of Default under this Agreement. The Affordable Housing Requirements shall terminate with respect to each such Phase of the Project, respectively, upon conclusion of the Affordable Housing Compliance Period for such Phase as set forth in the applicable ▇▇▇▇. For purposes of compliance with O.C.G.A. §44-5-60, the parties understand and agree that no ▇▇▇▇ will have a period greater than 20 years, but that this Agreement shall automatically terminate upon the expiration of a ▇▇▇▇ if simultaneously therewith Owner does not enter into a new, replacement ▇▇▇▇ that extends for the lesser of 20 years or the period necessary that the 20 40 year Affordability Housing Requirements are satisfied on a cumulative basis.

Affordable Housing. (a) Owner shall set aside and reserve ten percent (10%) of the total multifamily residential units located in the Project as affordable housing units consistent with the terms set forth herein, for Income Eligible Residents earning in the aggregate no more than sixty eighty percent (6080%) of AMI. The published income limits will be adjusted by household size. The income limits will be adjusted annually according to the HUD published limits. To that end, no fewer than the number of multifamily units in the Project set forth in the table below shall, pursuant to the terms and conditions of a Land Use Restriction Agreement (i.e., the “▇▇▇▇”) in substantially the form attached hereto as “Attachment 1” to this Schedule P and incorporated herein by reference. Capitalized terms used but not defined in this Schedule but which are defined in the ▇▇▇▇ shall have the same meaning herein as therein. Each Phase of the Project shall have no few than the number of Affordable Housing Units allocated to it in in the table below. The table is as follows: PHASES AFFORDABLE HOUSING UNITS ALLOCATED TO PHASE PHASE 1 446 PHASE 2 300 PHASE 3 240 986 PRO FORMA TOTAL MULTIFAMILY UNITS IN THE PROJECT 10% 99 TOTAL AFFORDABLE UNITS UNITS (b) Each such Affordable Unit in a Phase will be made available for a period of time not less than twenty forty (2040) years following the date on which the last multifamily building of a Phase receives a permanent certificate of occupancy (each, an “Affordable Housing Compliance Period”), to Income Eligible Residents as defined in the ▇▇▇▇. Such requirements shall be referred to with respect to each Phase as the “Affordable Housing Requirements.” The foregoing Affordable Housing Requirements will be set forth in the ▇▇▇▇ in such form as is consistent with the then applicable practices of ACC for similar affordable housing transactions, provided that such form does not alter the Affordable Housing Requirements set forth in this Agreement, permits transferability and release consistent with Section 12.4 hereof, and does not increase the obligations of Owner, its successors and assigns. The current form of ▇▇▇▇ is attached “Attachment 1” to this Schedule P. Upon approval of a subsequent form of ▇▇▇▇ by ACC and review and approval by the Owner consistent with the foregoing, the subsequent form of the ▇▇▇▇ may be affixed hereto as “Attachment 1” to this Schedule P without further amendment to this Agreement. The ▇▇▇▇ shall be recorded in the Athens-▇▇▇▇▇▇ Athens-Clarke County land records in customary fashion upon the submission of the initial and Requisition and shall be recorded only against the applicable parcel on which such units are constructed. . (c) The Affordable Housing Requirements are part of this Agreement, and the failure by Owner to comply with same shall be an Event of Default under this Agreement. The Affordable Housing Requirements shall terminate with respect to each such Phase of the Project, respectively, upon conclusion of the Affordable Housing Compliance Period for such Phase as set forth in the applicable ▇▇▇▇. . (d) For purposes of compliance with O.C.G.A. §44-5-60, the parties understand and agree that no ▇▇▇▇ will have a period greater than 20 years, but that this Agreement shall automatically terminate upon the expiration of a ▇▇▇▇ if simultaneously therewith Owner does not enter into a new, replacement ▇▇▇▇ that extends for the lesser of 20 years or the period necessary that the 20 40 year Affordability Housing Requirements are satisfied on a cumulative basis. the Georgia Mall Redevelopment Project Dated as of , 20 THIS LAND USE RESTRICTION AGREEMENT (as amended, modified or supplemented from time to time, the “▇▇▇▇”) is made and entered into as of , 20 (the “Effective Date”), by and between the UNIFIED GOVERNMENT OF ATHENS-CLARKE COUNTY, GEORGIA, a political subdivision of the State of Georgia (“ACC”), and [INSERT COMPANY NAME], a company (the “Owner”, such term including its successors, assigns and transferees of the below- defined Property).

Affordable Housing. The Owner covenants with the Council as follows:- 1. The Owner shall set aside offer to transfer the Affordable Housing Units in accordance with the Affordable Housing Scheme and reserve ten percent (10%) the requirements of the total multifamily residential units located in planning permission as follows:- 1.1 The Affordable Housing Units to be transferred to a Registered Provider shall be offered on condition that the Project as affordable housing units consistent Registered Provider will enter into an Agreement with the Council relating to the Affordable Housing Units setting out the Affordable Housing Terms including the terms set forth herein, for Income Eligible Residents earning in upon which the aggregate no more than sixty percent (60%) of AMI. The published income limits Affordable Housing Units will be adjusted by household size. offered to prospective tenants/shared equity owners (which Agreement shall not be unreasonably withheld or delayed) 1.2 The income limits will Affordable Housing Units offered to a Registered Provider shall (if the Homes and Communities Agency provides a grant for the provision of Affordable Housing Units) be adjusted annually according to the HUD published limits. To that end, no fewer than standard specified by the number Homes and Communities Agency in any conditions attached to such grant 1.3 The freehold interest of multifamily units in the Project set forth in Affordable Housing Units shall be offered to a Registered Provider PROVIDED THAT the table below shall, provisions of this Part I of this Schedule: (i) shall not bind any Registered Provider; (ii) shall not bind any mortgagee of a Registered Provider or any receiver or manager (including an administrative receiver) appointed pursuant to the terms and conditions Law of a Land Use Restriction Agreement (i.e., the “Property ▇▇▇▇”) in substantially the form attached hereto as “Attachment 1” to this Schedule P and incorporated herein by reference. Capitalized terms used but not defined in this Schedule but which are defined in the ▇ ▇▇▇▇ or otherwise by a party who has proved loan facilities for the purpose of providing the Affordable Housing Units; and (iii) shall have not bind any purchaser from such person 2. The consideration for the same meaning herein as therein. Each Phase Affordable Housing Units to be offered for sale to a Registered Provider shall be the Market Value of the Project shall have no few than Affordable Housing Units to be transferred but making due allowance for its restricted use for the number provision of Affordable Housing Units allocated to it in in the table below. The table is as follows: PHASES AFFORDABLE HOUSING UNITS ALLOCATED TO PHASE PHASE 1 446 PHASE 2 300 PHASE 3 240 986 PRO FORMA TOTAL MULTIFAMILY UNITS IN THE PROJECT 10% 99 TOTAL AFFORDABLE UNITS Each such Affordable Unit in a Phase will be made available for a period of time not less than twenty (20) years following the date on which the last multifamily building of a Phase receives a permanent certificate of occupancy (each, an “Affordable Housing Compliance PeriodPrice”), to Income Eligible Residents as defined in the ▇▇▇▇ 3. Such requirements shall be referred to with respect to each Phase as the “Affordable Housing Requirements.” The foregoing Affordable Housing Requirements will be set forth in the ▇▇▇▇ in such form as is consistent with the then applicable practices of ACC for similar affordable housing transactions, provided that such form does not alter Having offered the Affordable Housing Requirements set forth in this Agreement, permits transferability and release consistent with Section 12.4 hereof, and does not increase the obligations of Owner, its successors and assigns. The current form of ▇▇▇▇ is attached “Attachment 1” Units to this Schedule P. Upon approval of a subsequent form of ▇▇▇▇ by ACC and review and approval by Registered Provider the Owner consistent with shall accept an offer to purchase at the foregoing, Price received from such Registered Provider and shall seek to achieve the subsequent form completion of the ▇▇▇▇ may be affixed hereto Transfer of such Affordable Housing Units as “Attachment 1” soon as reasonable practicable thereafter 4. If the Owner is unsuccessful in connection with any offer made pursuant to this Schedule P without paragraph 1 in effecting a Transfer to a Registered Provider further amendment attempts to this Agreement. The ▇▇▇▇ do so shall be recorded in made at six monthly intervals until the Athens-▇▇▇▇▇▇ County land records in customary fashion upon the submission of the initial and Requisition and shall be recorded only against the applicable parcel on which such units are constructed. The Affordable Housing Requirements are part of this Agreement, and the failure by Owner to comply with same shall be an Event of Default under this Agreement. The Affordable Housing Requirements shall terminate with respect to each such Phase of the Project, respectively, upon conclusion Transfer of the Affordable Housing Compliance Period for such Phase as set forth Units have been completed. 5. If at the end of the period of three years following the Commencement Date the Owner having used all reasonable endeavours to transfer the Affordable Housing Units to a Registered Provider pursuant to the provisions of this Part I the Owner shall pay to the Council the sum of £xxxxxx commuted sum payment towards the provision of off-site affordable housing in priority order of xxxxxx then the vicinity of the southern/northern area of the district of the Council and finally within any area of the district of the Council (“the Affordable Housing Contribution”) the Affordable Housing Contribution shall be increased in line with any changes in the applicable ▇▇▇▇. For purposes Index from the date hereof to the date of compliance with O.C.G.A. §44-5-60, payment and all references to Affordable Housing Contribution shall be adjusted to take account of any such changes and on payment of the parties understand Affordable Housing Contribution the Owner’s obligations at Clause 1 shall be deemed to have been fully discharged and agree that no ▇▇▇▇ will have a period greater than 20 years, but that this Agreement shall automatically terminate upon the expiration of a ▇▇▇▇ if simultaneously therewith Owner does not enter into a new, replacement ▇▇▇▇ that extends for the lesser avoidance of 20 years doubt the Housing Units comprised within the Affordable Housing Units shall be free of any restriction as to occupation or disposal 6. Not to permit or allow Completion of more that XX% of the period necessary that Housing Units (excluding the 20 year Affordability Affordable Housing Requirements are satisfied on Units) before the transfer of the Affordable Housing Units to a cumulative basis.Registered Provider

Affordable Housing. Owner The Developer covenants with the Council: 2.1 Not to construct or create any Residential Units until the Affordable Housing Scheme/Site has been submitted to the Council and approved in writing 2.2 Not to construct or create any Residential Units in a Block until an Affordable Housing Scheme/Block has been submitted to the Council and approved in writing provided that if the Council serves written notice: (i) confirming the proposed Affordable Housing Units within the said Block are not required; or (ii) approving the Affordable Housing Scheme/Block in which the Developer has proposed that some or all of the proposed Affordable Housing Units within the said Block will not be provided then the Developer shall set aside pay the Off Site Affordable Housing Contribution to the Council prior to constructing or creating any Market Housing Units within the relevant Block and reserve ten percent for the avoidance of doubt if the Council and the Developer disagree on the proposal in the Affordable Housing Scheme/Block to provide the Off Site Affordable Housing Contribution to the Council instead of the Affordable Housing Units the matter will be resolved using the dispute resolution procedure in clause 8. 2.3 To construct the Affordable Housing Units for each Block at no cost to the Council in accordance with the approved Affordable Housing Scheme/Block unless otherwise agreed with the Council 2.4 To provide no less than 20% (10%twenty per cent) of the total multifamily residential units located in number of Residential Units as Affordable Housing Units (but for the Project as affordable housing units consistent with avoidance of doubt the terms set forth herein, for Income Eligible Residents earning in percentages of Affordable Housing within any individual Block may be greater or less than the aggregate no said 20% (twenty per cent) if the Council is satisfied that the approved Affordable Housing Scheme/Site will deliver 20% across the whole Development) 2.5 Not to Occupy or permit Occupation of more than sixty percent 80% (60%eighty per cent) of AMI. The published income limits will the Market Housing in a Block containing Affordable Housing until: (a) the Affordable Housing Units in that Block have been constructed and the Intermediate Housing Units and Social Rented Housing Units in that Block are under the long term management of an Affordable Housing Provider; or (b) the freehold interest or the leasehold interest (of a minimum of 100 (one hundred) years) of each of the Intermediate Housing Units and Social Rented Housing Units in that Block and/or the Intermediate Housing Land and Social Rented Housing Land in that Block has been transferred to or granted to an Affordable Housing Provider; and (c) satisfactory evidence of such transfer or grant or management arrangement (whichever shall be adjusted by household size. The income limits will be adjusted annually according applicable) has been provided to the HUD published limits. To Council PROVIDED ALWAYS that end, no fewer if any offer to transfer the Intermediate Housing Units and/or the Social Rented Housing Units or the Intermediate Housing Land and/or Social Rented Housing Land to an Affordable Housing Provider has not been accepted in writing by an Affordable Housing Provider within 6 (six) months of an offer and the Developer has provided written details of efforts made and negotiations and steps taken to conclude an agreement with an Affordable Housing Provider to the Council then the Developer shall be permitted to provide Market Housing in respect of those units or land and will pay the Off Site Affordable Housing Contribution to the Council before the Occupation of any Residential Unit in that Block and from the date of payment the obligations and restrictions in paragraphs 2.2 to 2.5 will cease to apply. 2.6 The Affordable Housing shall not be used for any purpose other than for Affordable Housing provided that this provision shall: (a) not bind any mortgagee of the number of multifamily units in the Project set forth in the table below shall, Affordable Housing Provider or any receiver or manager (including an administrative receiver) appointed pursuant to the terms and conditions Law of a Land Use Restriction Agreement (i.e., the “Property ▇▇▇▇”) in substantially the form attached hereto as “Attachment 1” to this Schedule P and incorporated herein by reference. Capitalized terms used but not defined in this Schedule but which are defined in the ▇ ▇▇▇▇ or otherwise by a party who has provided loan facilities to the Affordable Housing Provider provided that: (i) a mortgagee receiver or manager shall have in writing give the same meaning herein Council and the Affordable Housing Provider (as therein. Each Phase appropriate) 4 (four) months prior notice of its intention to exercise any power of sale in respect of any of the Project shall have no few than the number of Affordable Housing Units allocated in order to it provide the Council or the Affordable Housing Provider the opportunity to complete a transfer of the Affordable Housing Unit(s) in in question to ensure that they continue to be used for the table below. The table purpose of Affordable Housing; and (ii) if the Council or the Affordable Housing Provider is as follows: PHASES AFFORDABLE HOUSING UNITS ALLOCATED TO PHASE PHASE 1 446 PHASE 2 300 PHASE 3 240 986 PRO FORMA TOTAL MULTIFAMILY UNITS IN THE PROJECT 10% 99 TOTAL AFFORDABLE UNITS Each such unable to dispose of the Affordable Unit in a Phase will be made available for a Housing Units within the said period of time not less than twenty 4 (20four) years following months in accordance with Paragraph 2.5(a)(i) of this Schedule then the date on which mortgagee receiver or manager shall be entitled to dispose of the last multifamily building of a Phase receives a permanent certificate of occupancy (each, an “Affordable Housing Compliance Period”), Units on the open market; (b) cease to Income Eligible Residents as defined in apply to any part of the Affordable Housing where the Affordable Housing Provider shall be required to dispose of any part pursuant to a right to buy under Part IV of the Housing ▇▇▇▇. Such requirements shall be referred to with respect to each Phase as the “Affordable Housing Requirements.” The foregoing Affordable Housing Requirements will be set forth in the ▇ ▇▇▇▇ in such form as is consistent with or section 16 of the then applicable practices of ACC for similar affordable housing transactions, provided that such form does not alter the Affordable Housing Requirements set forth in this Agreement, permits transferability and release consistent with Section 12.4 hereof, and does not increase the obligations of Owner, its successors and assigns. The current form of ▇▇▇ ▇▇▇▇ is attached “Attachment 1” or any similar or applicable substitute right or shall be required to this Schedule P. Upon approval sell to a tenant with the benefit of a voluntary purchase grant provided under sections 20 and 21 of the Housing Act 1996 (or any similar provision in any subsequent form legislation) or shall not apply to a tenant of an Intermediate Housing Unit who has staircased up to 100% (one hundred per cent) or their mortgagee; and (c) cease to apply to any part of the Affordable Housing should such part be transferred or leased by any mortgagee of the Affordable Housing Provider or any receiver or manager (including an administrative receiver) appointed pursuant to the Law of Property ▇▇▇ ▇▇▇▇ or otherwise by ACC and review and approval by the Owner consistent with the foregoing, the subsequent form of the ▇▇▇▇ may be affixed hereto as “Attachment 1” a party who has provided loan facilities to this Schedule P without further amendment to this Agreement. The ▇▇▇▇ shall be recorded in the Athens-▇▇▇▇▇▇ County land records in customary fashion upon the submission of the initial and Requisition and shall be recorded only against the applicable parcel on which such units are constructed. The Affordable Housing Requirements are part of this Agreement, and the failure by Owner to comply with same shall be an Event of Default under this Agreement. The Affordable Housing Requirements shall terminate with respect to each such Phase of the Project, respectively, upon conclusion of the Affordable Housing Compliance Period for such Phase as set forth in the applicable ▇▇▇▇. For purposes of compliance with O.C.G.A. §44-5-60, the parties understand and agree that no ▇▇▇▇ will have a period greater than 20 years, but that this Agreement shall automatically terminate upon the expiration of a ▇▇▇▇ if simultaneously therewith Owner does not enter into a new, replacement ▇▇▇▇ that extends for the lesser of 20 years or the period necessary that the 20 year Affordability Housing Requirements are satisfied on a cumulative basisProvider.

Affordable Housing. Owner 1. As part of any Reserved Matters Application to submit to the Borough Council for its written approval the Affordable Housing Scheme and not to Commence the Development or permit Commencement in each Phase until such time as the Affordable Housing Scheme has been approved by the Borough Council (“Approved Affordable Housing Scheme”). 2. The Owners shall implement and comply with the Approved Affordable Housing Scheme or (where applicable) any approved variation thereto (an “Approved Revised Affordable Housing Scheme”) in accordance with the details set aside and reserve ten percent (10%) out therein. 3. Following Commencement of Development to provide the Affordable Housing Units in accordance with the Approved Affordable Housing Scheme or any approved variation thereto. 4. Not to Occupy the first Market Housing Unit in each Phase until an exchanged contract or contracts for the sale of the total multifamily residential units located Affordable Housing (excluding any First Homes) in each respective Phase to a Registered Provider and details have been provided to and approved by the Project Borough Council SAVE THAT where paragraphs 6, 7 and 8 of Part 2 of this Schedule are engaged the restriction on the Occupation of the respective Phase shall be extended to not Occupy more than 25% of the Market Housing Unit in each Phase (or such other reasonable period that may be agreed in writing with the Borough Council). 5. Not to construct the Affordable Housing otherwise than in accordance with the Approved Affordable Housing Scheme or (where applicable) an Approved Revised Affordable Housing Scheme and the timescales and details set out therein (unless otherwise agreed with the Borough Council). 6. Not to Occupy more than 80% of the Market Housing Unit until all of the Affordable Housing Units (excluding any First Homes) to be provided under the Approved Affordable Housing Scheme or (where applicable) an Approved Revised Affordable Housing Scheme are Practically Complete and have been transferred to the approved Registered Provider or the Borough Council (or where no transfer is required their ongoing provision has been secured) in accordance with and subject to the following terms: 6.1 free from all financial charges, adverse rights, restrictions or other encumbrances which would interfere with the use of the Affordable Housing Units as affordable Affordable Housing; 6.2 with the benefit of all necessary easements, rights and utilities; and 6.3 any other terms to secure any conditions and requirements of the Approved Affordable Housing Scheme or (where applicable) an Approved Revised Affordable Housing Scheme. 7. In the event that the Owners are unable to enter into a sale and purchase agreement with a Registered Provider in accordance with this Schedule for all or any of the Affordable Housing Units (excluding any First Homes) the Owners shall provide the Borough Council with written evidence of the use of such endeavours to enter into a sale and purchase agreement with a Registered Provider for the Affordable Housing Units ("Affordable Housing Notice") for the Borough Council's written approval ("Approved Affordable Housing Notice"). 8. Following notification of the Approved Affordable Housing Notice by the Borough Council, the Owners must use reasonable endeavours to co-operate with the Borough Council to secure the transfer of the Affordable Housing Units to a Registered Provider (or the local housing units consistent authority) proposed by the Borough Council on terms which include the provisions and restrictions set out in this Agreement (as relevant) and otherwise on terms acceptable to the Owners (acting reasonably). 9. Following the notification of the Approved Affordable Housing Notice and having cooperated with the Borough Council to secure a Registered Provider pursuant to paragraph 8 above, if the Owners have been unable to secure the transfer of the Affordable Housing (excluding any First Homes) to a Registered Provider (or the local housing authority) proposed by the Borough Council within three months of the date of receipt of the Approved Affordable Housing Notice, the Owners shall submit a Revised Affordable Housing Scheme for the approval of the Borough Council ("the Approved Revised Affordable Housing Scheme"). 10. The Owners and the Borough Council shall as a first solution seek to agree a Revised Affordable Housing Scheme with an alternative tenure mix or reduction in Affordable Housing Units to make the Affordable Housing package more attractive to a Registered Provider or the local housing authority. Following the Borough Council's approval of the Revised Affordable Housing Scheme with an alternative tenure mix, the Owners shall for a further period of three months use reasonable endeavours to enter into a sale and purchase agreement with a Registered Provider (or the local housing authority) for the disposal of the Affordable Housing Units (excluding any First Homes) in accordance with the Approved Revised Affordable Housing Scheme. 11. In the event that at the end of the three month period referred to under paragraph 9 above (or such longer period as may be agreed between the Owners and the Borough Council), the Owners remain unable to enter into a sale and purchase agreement with a Registered Provider (or the local housing authority) in accordance with the terms set forth hereinof this Schedule and Agreement, the Owners will submit for Income Eligible Residents earning the approval of the Borough Council a further Revised Affordable Housing Scheme which shall include obligations in respect of the Affordable Housing Units in the aggregate no more than sixty percent following sequential order: 11.1 the gifting of a reasonable proportion of the Affordable Housing Units (60%excluding any First Homes) of AMI. The published income limits will be adjusted by household size. The income limits will be adjusted annually according to the HUD published limits. To that end, no fewer than Borough Council to reflect the number value of multifamily units the subsidy comprised in any unsold Affordable Housing Units; 11.2 the Project set forth in the table below shall, pursuant provision of a commuted sum to the terms and conditions Borough Council in lieu of a Land Use Restriction Agreement (i.e., the “▇▇▇▇”) in substantially the form attached hereto as “Attachment 1” to this Schedule P and incorporated herein by reference. Capitalized terms used but not defined in this Schedule but which are defined in the ▇▇▇▇ shall have the same meaning herein as therein. Each Phase of the Project shall have no few than the number of Affordable Housing Units allocated not to it in in be provided on the table below. The table is Site; 11.3 as follows: PHASES AFFORDABLE HOUSING UNITS ALLOCATED TO PHASE PHASE 1 446 PHASE 2 300 PHASE 3 240 986 PRO FORMA TOTAL MULTIFAMILY UNITS IN THE PROJECT 10% 99 TOTAL AFFORDABLE UNITS Each such Affordable Unit in a Phase will be made available for a period last resort disposal or assignment of time not less than twenty (20) years following the date on which the last multifamily building of a Phase receives a permanent certificate of occupancy (each, an “Affordable Housing Compliance Period”), to Income Eligible Residents as defined in the ▇▇▇▇. Such requirements shall be referred to with respect to each Phase as the “Affordable Housing Requirements.” The foregoing Affordable Housing Requirements will be set forth in the ▇▇▇▇ in such form as is consistent with the then applicable practices of ACC for similar affordable housing transactions, provided that such form does not alter the Affordable Housing Requirements set forth in this Agreement, permits transferability and release consistent with Section 12.4 hereof, and does not increase the obligations of Owner, its successors and assigns. The current form of ▇▇▇▇ is attached “Attachment 1” to this Schedule P. Upon approval of a subsequent form of ▇▇▇▇ by ACC and review and approval by the Owner consistent with the foregoing, the subsequent form of the ▇▇▇▇ may be affixed hereto as “Attachment 1” to this Schedule P without further amendment to this Agreement. The ▇▇▇▇ shall be recorded in the Athens-▇▇▇▇▇▇ County land records in customary fashion upon the submission of the initial and Requisition and shall be recorded only against the applicable parcel on which such units are constructed. The Affordable Housing Requirements are part of this Agreement, and the failure by Owner to comply with same shall be an Event of Default under this Agreement. The Affordable Housing Requirements shall terminate with respect to each such Phase of the Project, respectively, upon conclusion agreed proportion of the Affordable Housing Compliance Period for such Phase Units (excluding any First Homes) on the open market to an Eligible Party at no more than 60% of their Open Market Value with all appropriate valuation and legal safeguards necessary to ensure that the discount remains in perpetuity. 12. To ensure the Registered Provider has entered into a Nomination Agreement prior to Occupation of any of the Affordable Housing Units transferred to that Registered Provider. 13. From the date of Completion of the Affordable Housing Units (excluding any First Homes) they shall not be Occupied other than as Affordable Housing by Eligible Party in accordance with the occupancy criteria approved as part of the Affordable Housing Scheme and not to sub-divide or amalgamate the Affordable Housing Units SAVE THAT this obligation shall not be binding on: 13.1 any Protected Tenant or any mortgagee or chargee of the Protected Tenant or any person deriving title from the Protected Tenant or any successor in title thereto and their respective mortgagees and chargees; 13.2 any Chargee provided that the Chargee shall have first complied with the Chargee's Duty and any person deriving title from the Chargee who has complied with the Chargee's Duty and any successor in title thereto and their respective mortgagees and chargees; 14. In the event that paragraph 11 of this Schedule applies any remaining Affordable Housing Units (excluding any First Homes) that have not been transferred to a Registered Provider or the Borough Council or sold pursuant to paragraph 11 shall be free from the restrictions set forth out in this Schedule and the Owners shall be free to dispose of the said remaining Affordable Housing Units as Market Dwellings. 15. Any Chargee shall prior to seeking to dispose of any of the Affordable Housing Units (excluding any First Homes) pursuant to any default under the terms of its mortgage or charge give written notice ("the Chargee's Notice") to the Borough Council of its intention to dispose and: 15.1 in the applicable ▇▇▇▇. For purposes event that the Borough Council responds within three months from receipt of compliance the Chargee's Notice indicating that arrangements for the transfer of the Affordable Housing Units (excluding any First Homes) can be made in such a way as to safeguard them as Affordable Housing then the Chargee shall cooperate with O.C.G.A. §44-5-60such arrangements and use reasonable endeavours to complete such transfer for a consideration not less than the amount due and outstanding under the terms of the relevant security documentation including all accrued principal monies, interests and costs and expenses; or 15.2 if the parties understand and agree that no ▇▇▇▇ will have a period greater than 20 years, but that this Agreement shall automatically terminate upon the expiration of a ▇▇▇▇ if simultaneously therewith Owner Borough Council does not enter into serve its response to the Chargee's Notice within three months of receipt of the same then the Charges shall be entitled to dispose of the Affordable Housing Units (excluding First Homes) free of the restrictions set out in this Schedule; or 15.3 if such a new, replacement ▇▇▇▇ that extends for disposal has not completed within the lesser three months period from receipt of 20 years the Chargee's Notice the Chargee shall have complied with its obligations under this Schedule and the Chargee shall be entitled to dispose of the Affordable Housing Units (excluding First Homes) free of the restrictions set out in this Schedule. PROVIDED THAT at all times the rights and obligations in this paragraph shall not require the Chargee to act contrary to its duties under the charge or the period necessary mortgage and that the 20 year Affordability Housing Requirements are satisfied on a cumulative basisBorough Council must give full consideration to protecting the interest of the Chargee in respect of monies outstanding under the charge or mortgage including all accrued principal monies, interest and any costs and expenses reasonably and properly incurred.

Affordable Housing. Owner shall The Project is not utilizing the affordable housing incentives allowed in Division 10 -30.20 of the City of Flagstaff Zoning Code, but the Developer desires to provide affordable housing units as described herein. Upon completion of development of the Project, Developer agrees to comply with the Affordability Plan set forth in Exhibit “E”, attached hereto and incorporated by this reference. The purpose of these requirements is to ensure that the Developer sets aside and reserve ten percent (10%) of the total multifamily residential overall unit count (22 out of 224 units) as income-restricted rental units located for households earning, on average, up to eighty percent (80%) of the Area Media Income (“AMI”), but in no event exceed one hundred percent (100%) AMI, as defined by the Project as United States Department of Housing and Urban Development (“HUD”), or its successors. These affordable housing units consistent with must be maintained for thirty years from the terms date the affordable units are placed into service. Rental rates for the affordable units will be set forth herein, for Income Eligible Residents earning in the aggregate at no more than sixty thirty percent (6030%) of AMIthe qualified tenant’s gross household income. Apart from the AMI thresholds set forth above, additional ▇ ▇ ▇ gibility criteria and other requirements will be developed in more detail in the Affordability Plan and can be modified only with the express written consent of the Housing Director. The published Affordability Plan only applies to the affordable units. At the expiration thirty years from the date the affordable units are placed into service, the Affordability Plan expires and there will be no further obligations associated therewith. For avoidance of doubt, Developer shall have no obligation to comply with the Affordability Plan, or provide affordable housing, unless and until Developer develops pursuant to this Agreement and the rezoning entitlements described above. Nothing herein shall actually require Developer to proceed with the Project. Developer’s property manager shall not discriminate against an applicant’s source of income and will accept HUD Housing Choice Vouchers and Veterans Affairs Supportive Housing (“VASH”) Vouchers. No limits will be adjusted by household size. The income limits will be adjusted annually according to the HUD published limits. To that end, no fewer than set on the number of multifamily units in vouchers accepted at the Project set forth in Project. Standards for applicant income shall be waived for voucher holders, as the table below shall, pursuant to rent affordability is reviewed and determined by the terms and conditions of Flagstaff Housing Authority. Applicants that already possess a Land Use Restriction Agreement (i.e., the “▇▇▇▇”) in substantially the form attached hereto as “Attachment 1” to this Schedule P and incorporated herein by reference. Capitalized terms used but not defined in this Schedule but which are defined in the ▇▇▇▇ shall have the same meaning herein as therein. Each Phase of the Project shall have no few than the number of Affordable Housing Units allocated to it in in the table below. The table is as follows: PHASES AFFORDABLE HOUSING UNITS ALLOCATED TO PHASE PHASE 1 446 PHASE 2 300 PHASE 3 240 986 PRO FORMA TOTAL MULTIFAMILY UNITS IN THE PROJECT 10% 99 TOTAL AFFORDABLE UNITS Each such Affordable Unit voucher will be placed in a Phase will be made available market rate unit. Property management shall allow a tenant to break the lease on an affordable unit without penalty if awarded a Housing Choice Voucher or VASH Voucher, at which time the tenant may sign a new 12-month lease for a period of time not less than twenty (20) years following the date on which the last multifamily building of a Phase receives a permanent certificate of occupancy (each, an “Affordable Housing Compliance Period”), to Income Eligible Residents as defined in the ▇▇▇▇. Such requirements shall be referred to with respect to each Phase as the “Affordable Housing Requirementsmarket rate rent.” The foregoing Affordable Housing Requirements will be set forth in the ▇▇▇▇ in such form as is consistent with the then applicable practices of ACC for similar affordable housing transactions, provided that such form does not alter the Affordable Housing Requirements set forth in this Agreement, permits transferability and release consistent with Section 12.4 hereof, and does not increase the obligations of Owner, its successors and assigns. The current form of ▇▇▇▇ is attached “Attachment 1” to this Schedule P. Upon approval of a subsequent form of ▇▇▇▇ by ACC and review and approval by the Owner consistent with the foregoing, the subsequent form of the ▇▇▇▇ may be affixed hereto as “Attachment 1” to this Schedule P without further amendment to this Agreement. The ▇▇▇▇ shall be recorded in the Athens-▇▇▇▇▇▇ County land records in customary fashion upon the submission of the initial and Requisition and shall be recorded only against the applicable parcel on which such units are constructed. The Affordable Housing Requirements are part of this Agreement, and the failure by Owner to comply with same shall be an Event of Default under this Agreement. The Affordable Housing Requirements shall terminate with respect to each such Phase of the Project, respectively, upon conclusion of the Affordable Housing Compliance Period for such Phase as set forth in the applicable ▇▇▇▇. For purposes of compliance with O.C.G.A. §44-5-60, the parties understand and agree that no ▇▇▇▇ will have a period greater than 20 years, but that this Agreement shall automatically terminate upon the expiration of a ▇▇▇▇ if simultaneously therewith Owner does not enter into a new, replacement ▇▇▇▇ that extends for the lesser of 20 years or the period necessary that the 20 year Affordability Housing Requirements are satisfied on a cumulative basis.

Affordable Housing. Owner shall set aside and reserve ten percent (10%) The County has determined that the Project proposed by Developer as amended by the Second Amendment is subject to a requirement to provide 20.5 Affordable Unit Equivalents under the policies for affordable housing in the Snyderville Basin Development Code as of the total multifamily residential units located in the Project as affordable housing units consistent with the terms set forth herein, for Income Eligible Residents earning in the aggregate no more than sixty percent (60%) date of AMI. The published income limits will be adjusted by household size. The income limits will be adjusted annually according to the HUD published limits. To that end, no fewer than the number of multifamily units in the Project set forth in the table below shall, pursuant to the terms and conditions of a Land Use Restriction this Agreement (i.e., the “▇▇▇▇”) in substantially the form attached hereto as “Attachment 1” to this Schedule P and incorporated herein by reference. Capitalized terms used but not defined in this Schedule but which are defined in the ▇▇▇▇ shall have the same meaning herein as therein. Each Phase of the Project shall have no few than the number of Affordable Housing Units allocated to it in in the table below. The table is as follows: PHASES AFFORDABLE HOUSING UNITS ALLOCATED TO PHASE PHASE 1 446 PHASE 2 300 PHASE 3 240 986 PRO FORMA TOTAL MULTIFAMILY UNITS IN THE PROJECT 10% 99 TOTAL AFFORDABLE UNITS Each such Affordable Unit in a Phase will be made available for a period of time not less than twenty (20) years following the date on which the last multifamily building of a Phase receives a permanent certificate of occupancy (each, an “Affordable Housing Compliance Period”), to Income Eligible Residents as defined in the ▇▇▇▇. Such requirements shall be referred to with respect to each Phase as the “Affordable Housing Requirements.” The foregoing Policies”), which Affordable Housing Requirements Policies shall be deemed vested as of the date of the Second Amendment. In addition to reserving the right to comply with the Affordable Housing Policies in any other manner and with any other configuration of units allowed under the Affordable Housing Policies, Developer shall satisfy the Affordable Housing Policies byreserves the right to constructing 20 one-bedroom rental units 15.38 rental AUE’s on the Project Site within a second story to Building “B” in the a one bedroom configuration shown on Exhibit “B,” to the Second Amendment and renting such units to individuals and households meeting the 50% of area median income limitation provided in the Affordable Housing Policies. The construction and operation of such rental units will provide 16 Affordable Unit Equivalents (“AUEs”), which is in excess of the project’s requirement to construct 15.38 AUEs (calculated based on a 20.5 AUE requirement after being credited with a 25% reduction in AUEs for complying with the 50% of area median income limitation provided in the Affordable Housing Policies). The design of the AUEs shall be as approved by the County and included in Exhibit “BC” to the Second Amendment. Developer may retain ownership of the units constructed on the Project Site. The approval of the construction of the Affordable Unit Equivalents in the quantity and configuration set forth in the ▇▇▇▇ in such form as is consistent Exhibit “BC” shall be subject to Developer’s compliance with the then applicable practices of ACC for similar affordable housing transactions, operating and deed restriction provisions provided that such form does not alter in the Affordable Housing Requirements set forth Policies, including in this Agreement, permits transferability and release consistent with Code Section 12.4 hereof, and does not increase the obligations of Owner, its successors and assigns. The current form of ▇▇▇▇ is attached “Attachment 1” to this Schedule P. Upon approval of a subsequent form of ▇▇▇▇ by ACC and review and approval by the Owner consistent with the foregoing, the subsequent form of the ▇▇▇▇ may be affixed hereto as “Attachment 1” to this Schedule P without further amendment to this Agreement. The ▇▇▇▇ shall be recorded in the Athens-▇▇▇▇▇▇ County land records in customary fashion upon the submission of the initial and Requisition and shall be recorded only against the applicable parcel on which such units are constructed. The Affordable Housing Requirements are part of this Agreement, and the failure by Owner to comply with same shall be an Event of Default under this Agreement. The Affordable Housing Requirements shall terminate with respect to each such Phase of the Project, respectively, upon conclusion of the Affordable Housing Compliance Period for such Phase as set forth in the applicable ▇▇▇▇. For purposes of compliance with O.C.G.A. §4410-5-603, except to the parties understand and agree that no ▇▇▇▇ will have extent a period greater than 20 yearsspecific exception approval is reflected in the following paragraphs. It is the public policy of Summit County to house employees as close to the workplace as possible, but that thereby reducing traffic congestion. In order to assure compliance with this Agreement policy, Developer shall automatically terminate upon the expiration of a ▇▇▇▇ if simultaneously therewith Owner does not enter into a newan agreement (the “Affordable Housing Agreement”) with Mountainlands Community Housing Trust (MCHT) or another qualified entity approved by the County, replacement ▇▇▇▇ that extends for setting forth the lesser of 20 years or the period necessary that the 20 year Affordability Housing Requirements are satisfied on a cumulative basis.following priorities:

Affordable Housing. Owner shall set aside and reserve ten percent (10%) of the total multifamily residential units located in the Project as affordable housing units consistent The Developer covenants with the terms set forth herein, for Income Eligible Residents earning Council to comply with the obligations contained in the aggregate no more than sixty percent Schedule 2 (60%) of AMIAffordable Housing). The published income limits will be adjusted by household size. The income limits will be adjusted annually according Developer covenants with the Council: Prior to the HUD published limits. To that end, no fewer than the number of multifamily units in the Project set forth in the table below shall, pursuant to the terms and conditions of a Land Use Restriction Agreement (i.e., the “▇▇▇▇”) in substantially the form attached hereto as “Attachment 1” to this Schedule P and incorporated herein by reference. Capitalized terms used but not defined in this Schedule but which are defined in the ▇▇▇▇ shall have the same meaning herein as therein. Each Phase of the Project shall have no few than the number of Affordable Housing Units allocated to it in in the table below. The table is as follows: PHASES AFFORDABLE HOUSING UNITS ALLOCATED TO PHASE PHASE 1 446 PHASE 2 300 PHASE 3 240 986 PRO FORMA TOTAL MULTIFAMILY UNITS IN THE PROJECT 10% 99 TOTAL AFFORDABLE UNITS Each such Affordable Unit in a Phase will be made available for a period of time not less than twenty (20) years following the date on which the last multifamily building Occupation of a Phase receives to appoint a permanent certificate Travel Plan Co-ordinator in respect of occupancy that Phase and notify the details (eachname, an “Affordable Housing Compliance Period”)address, email address and telephone number of the Travel Plan Co-ordinator) to Income Eligible Residents as defined the Council Provided That for the avoidance of doubt the same Travel Plan Co-ordinator can be appointed in the ▇▇▇▇. Such requirements shall be referred respect of multiple Phases; Prior to with respect to each Phase as the “Affordable Housing Requirements.” The foregoing Affordable Housing Requirements will be set forth in the ▇▇▇▇ in such form as is consistent with the then applicable practices of ACC for similar affordable housing transactions, provided that such form does not alter the Affordable Housing Requirements set forth in this Agreement, permits transferability and release consistent with Section 12.4 hereof, and does not increase the obligations of Owner, its successors and assigns. The current form of ▇▇▇▇ is attached “Attachment 1” to this Schedule P. Upon approval Occupation of a subsequent form Phase to submit a Travel Plan in respect of ▇▇▇▇ by ACC that Phase to the Council for approval and review not to Occupy any part of Development unless and approval by the Owner consistent with the foregoing, the subsequent form of the ▇▇▇▇ may be affixed hereto as “Attachment 1” until such Travel Plan has been approved Provided That a Travel Plan can relate to this Schedule P without further amendment to this Agreement. The ▇▇▇▇ shall be recorded in the Athens-▇▇▇▇▇▇ County land records in customary fashion upon multiple Phases; Following the submission of a Travel Plan by the initial and Requisition and Developer in accordance with paragraph 4.1.2 of this Schedule 1 the Council agrees to respond to the Developer either approving, refusing or requesting changes to the Travel Plan no later than 21 days from the date of submission of the Travel Plan. In the event that the Council does not respond to the Developer within the 21 day time period set out in paragraph 4.2 of this Schedule 1, the Travel Plan shall be recorded only against deemed to have been approved by the applicable parcel on Council. In accordance with the requirements of the approved Travel Plan the Developer shall: Monitor and review each Travel Plan for five years from the date of first Occupation of the relevant Phase(s) to which such units are constructedthe Travel Plan relates; and Provide a written report to the Council at the end of the five year period and thereafter take into account any reasonable comments provided thereon by the Council. Following the expiry of the five year period specified in paragraph 4.4 of this Schedule the provisions contained in this paragraph 4 of this Schedule shall determine and cease to be enforceable by the Council. The Affordable Housing Requirements are part of this Agreement, and Developer covenants with the failure by Owner Council: prior to comply with same shall be an Event of Default under this Agreement. The Affordable Housing Requirements shall terminate with respect to each such Phase the Occupation of the Project, respectively, upon conclusion first Residential Unit to submit and obtain the approval of the Affordable Housing Compliance Period Council of the Car Club Strategy; upon approval of the Car Club Strategy submitted pursuant to paragraph 5.1.1 or its deemed approval pursuant to paragraph 5.3 to implement the terms of the approved Car Club Strategy and provide the Car Club Spaces in such locations and timescales approved therein and offer the Car Club Spaces for use by the Car Club in accordance with the approved Car Club Strategy; maintain at its own expense the Car Club Spaces and make the Car Club Spaces available and ready for use for a minimum of ten (10) years from first establishment of the Car Club (or such Phase shorter period as set forth agreed in writing with the applicable ▇▇▇▇. For purposes Council having reasonable regard to the viability and feasibility of compliance with O.C.G.A. §44-5-60, the parties understand and agree that no ▇▇▇▇ will have a period greater than 20 years, but that this Agreement shall automatically terminate upon Car Club); publicise the expiration of a ▇▇▇▇ if simultaneously therewith Owner does not enter into a new, replacement ▇▇▇▇ that extends Car Club annually for the lesser minimum period of 20 10 years from first establishment of the Car Club (or such shorter period as agreed in writing with the Council having reasonable regard to the viability and feasibility of the Car Club); provide details of how to join the Car Club within its marketing materials for the duration of the marketing period necessary that for the 20 year Affordability Housing Requirements are satisfied on a cumulative basisDevelopment.

Affordable Housing. The Owner shall set aside and reserve ten percent (10%) of the total multifamily residential units located in the Project as affordable housing units consistent covenants with the terms set forth herein, for Income Eligible Residents earning in Council to: 5.9.1 provide the aggregate no more than sixty percent (60%) of AMI. The published income limits will be adjusted by household size. The income limits will be adjusted annually according to the HUD published limits. To that end, no fewer than the number of multifamily units in the Project set forth in the table below shall, pursuant to the terms and conditions of a Land Use Restriction Agreement (i.e., the “▇▇▇▇”) in substantially the form attached hereto as “Attachment 1” to this Schedule P and incorporated herein by reference. Capitalized terms used but not defined in this Schedule but which are defined in the ▇▇▇▇ shall have the same meaning herein as therein. Each Phase of the Project shall have no few than the number of Affordable Housing Units allocated to it as set out in in Schedule 2 ensuring that the table below. The table is as follows: PHASES AFFORDABLE HOUSING UNITS ALLOCATED TO PHASE PHASE 1 446 PHASE 2 300 PHASE 3 240 986 PRO FORMA TOTAL MULTIFAMILY UNITS IN THE PROJECT 10% 99 TOTAL AFFORDABLE UNITS Each such Affordable Unit in a Phase will be made available for a period of time not less than twenty (20) years following the date on which the last multifamily building of a Phase receives a permanent certificate of occupancy (eachdesign, an “Affordable Housing Compliance Period”), to Income Eligible Residents as defined in the ▇▇▇▇. Such requirements shall be referred to with respect to each Phase as the “Affordable Housing Requirements.” The foregoing Affordable Housing Requirements will be set forth in the ▇▇▇▇ in such form as is consistent with the then applicable practices of ACC for similar affordable housing transactions, provided that such form does not alter the Affordable Housing Requirements set forth in this Agreement, permits transferability construction and release consistent with Section 12.4 hereof, and does not increase the obligations of Owner, its successors and assigns. The current form of ▇▇▇▇ is attached “Attachment 1” to this Schedule P. Upon approval of a subsequent form of ▇▇▇▇ by ACC and review and approval by the Owner consistent with the foregoing, the subsequent form of the ▇▇▇▇ may be affixed hereto as “Attachment 1” to this Schedule P without further amendment to this Agreement. The ▇▇▇▇ shall be recorded in the Athens-▇▇▇▇▇▇ County land records in customary fashion upon the submission of the initial and Requisition and shall be recorded only against the applicable parcel on which such units are constructed. The Affordable Housing Requirements are part of this Agreement, and the failure by Owner to comply with same shall be an Event of Default under this Agreement. The Affordable Housing Requirements shall terminate with respect to each such Phase of the Project, respectively, upon conclusion layout of the Affordable Housing Compliance Period for such Phase as set forth Units meet the GLA’s Housing Supplementary Planning Guidance (published March 2016 and updated August 2017) 5.9.2 where the Owner or Owner’s successor in title to the freehold interest in the applicable ▇▇▇▇. Planning Application Site is NOT a Registered Provider THEN: a) the Owner shall enter into an agreement to transfer or grant a lease of (by Long Lease) the Affordable Housing Units to a Registered Provider or such other body approved by the Council and use Best Endeavours to do so within twelve months of Commencement of Development; and b) no more than 50% of the Market Housing Units shall be Occupied until the Affordable Housing Units have been made ready for residential occupation and disposed or leased (by Long Lease) by the Owner to a Registered Provider in accordance with the provisions of this Agreement without the prior written consent of the Council, such consent not to be unreasonably withheld or delayed; 5.9.3 where the Owner or the Owner’s successor in title to the freehold interest in the Planning Application Site is also a Registered Provider THEN: a) clause 6.9.2 above is not applicable; and b) no more than 50% of the Market Housing Units shall be Occupied until the Affordable Housing Units have been made ready for residential occupation without the prior written consent of the Council, such consent not to be unreasonably withheld or delayed ; 5.9.4 to provide a vehicular access and as necessary foul and surface water sewers and water gas electricity and telecommunication service systems for the Affordable Housing Units linking in each case to the estate roads sewers and service systems to be constructed and laid as part of the remainder of the Development and connected ultimately to highways and sewers maintainable at the public expense; 5.9.5 For purposes a period of compliance with O.C.G.A. §44-5-60, 125 years from First Occupation of the parties understand and Affordable Housing Units not to sell transfer lease or otherwise dispose of the whole or any part of the Affordable Housing Units other than: (a) to another Registered Provider; (b) by way of letting to a tenant including letting on a shared ownership basis; (c) by way of a mortgage or financial charge; or (d) to a tenant under Part V Housing Act 1985 (Right to Buy) or the Housing Act 1996 (as amended) or any other right to buy or acquire the Affordable Housing Unit or under a voluntary purchase scheme approved by the Homes England (or equivalent replacement body) or under Section 16 Housing Act 1996 or any replacement thereof (or to a tenant staircasing to 100% under a shared ownership lease); 5.9.7 the Parties agree that no ▇▇▇▇ will have a period greater than 20 years, but that the provisions contained in this Agreement shall automatically terminate upon relating to Affordable Housing are subject to the expiration proviso that they are only binding on individual Affordable Housing Units until: (a) any mortgagee is in possession or has exercised a power of sale thereof and the procedure in clause 6.9.8 above has been followed; (b) any of a ▇▇▇▇ if simultaneously therewith Owner does share of a Shared Ownership Unit has exercised its powers as mortgagee; (c) any owner-occupier of a Shared Ownership Unit has staircased to 100% equity of an Affordable Housing Unit granted upon shared equity terms (as defined in Section 2(6) Housing Act 1996); or (d) an occupant of an Affordable Housing Unit has exercised a statutory right to buy or acquire such Affordable Housing Unit or has acquired such dwelling pursuant to any voluntary purchase scheme approved by the Homes England; AND in each such case this clause 5.9.6 shall not enter into a new, replacement ▇▇▇▇ that extends for the lesser of 20 years bind or the period necessary that the 20 year Affordability Housing Requirements are satisfied on a cumulative basisbe enforceable and shall cease to have effect against such person or persons and against any person or persons deriving title therefrom.

Affordable Housing. Owner shall set aside and reserve ten percent (10%) of the total multifamily residential units located in the Project as affordable housing units consistent with the terms set forth herein, for Income Eligible Residents earning in the aggregate no more than sixty eighty percent (6080%) of AMI. The published income limits will be adjusted by household size. The income limits will be adjusted annually according to the HUD published limits. To that end, no fewer than the number of multifamily units in the Project set forth in the table below shall, pursuant to the terms and conditions of a Land Use Restriction Agreement (i.e., the “▇▇▇▇”) in substantially the form attached hereto as “Attachment 1” to this Schedule P and incorporated herein by reference. Capitalized terms used but not defined in this Schedule but which are defined in the ▇▇▇▇ shall have the same meaning herein as therein. Each Phase of the Project shall have no few than the number of Affordable Housing Units allocated to it in in the table below. The table is as follows: PHASES AFFORDABLE HOUSING UNITS ALLOCATED TO PHASE PHASE 1 446 PHASE 2 300 PHASE 3 240 986 PRO FORMA TOTAL MULTIFAMILY UNITS IN THE PROJECT 10% 99 TOTAL AFFORDABLE UNITS Each such Affordable Unit in a Phase will be made available for a period of time not less than twenty forty (2040) years following the date on which the last multifamily building of a Phase receives a permanent certificate of occupancy (each, an “Affordable Housing Compliance Period”), to Income Eligible Residents as defined in the ▇▇▇▇. Such requirements shall be referred to with respect to each Phase as the “Affordable Housing Requirements.” The foregoing Affordable Housing Requirements will be set forth in the ▇▇▇▇ in such form as is consistent with the then applicable practices of ACC for similar affordable housing transactions, provided that such form does not alter the Affordable Housing Requirements set forth in this Agreement, permits transferability and release consistent with Section 12.4 hereof, and does not increase the obligations of Owner, its successors and assigns. The current form of ▇▇▇▇ is attached “Attachment 1” to this Schedule P. Upon approval of a subsequent form of ▇▇▇▇ by ACC and review and approval by the Owner consistent with the foregoing, the subsequent form of the ▇▇▇▇ may be affixed hereto as “Attachment 1” to this Schedule P without further amendment to this Agreement. The ▇▇▇▇ shall be recorded in the Athens-▇▇▇▇▇▇ Athens-Clarke County land records in customary fashion upon the submission of the initial and Requisition and shall be recorded only against the applicable parcel on which such units are constructed. The Affordable Housing Requirements are part of this Agreement, and the failure by Owner to comply with same shall be an Event of Default under this Agreement. The Affordable Housing Requirements shall terminate with respect to each such Phase of the Project, respectively, upon conclusion of the Affordable Housing Compliance Period for such Phase as set forth in the applicable ▇▇▇▇. For purposes of compliance with O.C.G.A. §44-5-60, the parties understand and agree that no ▇▇▇▇ will have a period greater than 20 years, but that this Agreement shall automatically terminate upon the expiration of a ▇▇▇▇ if simultaneously therewith Owner does not enter into a new, replacement ▇▇▇▇ that extends for the lesser of 20 years or the period necessary that the 20 40 year Affordability Housing Requirements are satisfied on a cumulative basis.

Affordable Housing. Owner shall set aside and reserve ten percent (10%) of the total multifamily residential units located in The County has determined that the Project as affordable housing units consistent with the terms set forth herein, for Income Eligible Residents earning in the aggregate no more than sixty percent (60%) of AMI. The published income limits will be adjusted proposed by household size. The income limits will be adjusted annually according to the HUD published limits. To that end, no fewer than the number of multifamily units in the Project set forth in the table below shall, pursuant to the terms and conditions of a Land Use Restriction Agreement (i.e., the “▇▇▇▇”) in substantially the form attached hereto as “Attachment 1” to this Schedule P and incorporated herein by reference. Capitalized terms used but not defined in this Schedule but which are defined in the ▇▇▇▇ shall have the same meaning herein as therein. Each Phase of the Project shall have no few than the number of Affordable Housing Units allocated to it in in the table below. The table is as follows: PHASES AFFORDABLE HOUSING UNITS ALLOCATED TO PHASE PHASE 1 446 PHASE 2 300 PHASE 3 240 986 PRO FORMA TOTAL MULTIFAMILY UNITS IN THE PROJECT 10% 99 TOTAL AFFORDABLE UNITS Each such Affordable Unit in a Phase will be made available for a period of time not less than twenty (20) years following the date on which the last multifamily building of a Phase receives a permanent certificate of occupancy (each, an “Affordable Housing Compliance Period”), to Income Eligible Residents as defined in the ▇▇▇▇. Such requirements shall be referred to with respect to each Phase as the “Affordable Housing Requirements.” The foregoing Affordable Housing Requirements will be set forth in the ▇▇▇▇ in such form as is consistent with the then applicable practices of ACC for similar affordable housing transactions, provided that such form does not alter the Affordable Housing Requirements set forth in this Agreement, permits transferability and release consistent with Section 12.4 hereof, and does not increase the obligations of Owner, its successors and assigns. The current form of ▇▇▇▇ is attached “Attachment 1” to this Schedule P. Upon approval of a subsequent form of ▇▇▇▇ by ACC and review and approval by the Owner consistent with the foregoing, the subsequent form of the ▇▇▇▇ may be affixed hereto as “Attachment 1” to this Schedule P without further amendment to this Agreement. The ▇▇▇▇ shall be recorded in the Athens-▇▇▇▇▇▇ County land records as amended by the Second Amendment is subject to a requirement to provide 20.5 Affordable Unit Equivalents under the policies for affordable housing in customary fashion upon the submission Snyderville Basin Development Code as of the initial and Requisition and date of this Agreement (the “Affordable Housing Policies”), which Affordable Housing Policies shall be recorded only against deemed vested as of the applicable parcel on which such units are constructeddate of the Second Amendment. The Affordable Housing Requirements are part of this Agreement, and In addition to reserving the failure by Owner right to comply with same the Affordable Housing Policies in any other manner and with any other configuration of units allowed under the Affordable Housing Policies, Developer shall satisfy the Affordable Housing Policies byreserves the right to constructing 20 one-bedroom rental units 15.38 rental AUE’s on the Project Site within a second story to Building “B” in the a one bedroom configuration shown on Exhibit “B,” to the Second Amendment and renting such units to individuals and households meeting the 50% of area median income limitation provided in the Affordable Housing Policies. The construction and operation of such rental units will provide 16 Affordable Unit Equivalents (“AUEs”), which is in excess of the project’s requirement to construct 15.38 AUEs (calculated based on a 20.5 AUE requirement after being credited with a 25% reduction in AUEs for complying with the 50% of area median income limitation provided in the Affordable Housing Policies). The design of the AUEs shall be an Event as approved by the County and included in Exhibit “BC” to the Second Amendment. Developer may retain ownership of Default under this Agreementthe units constructed on the Project Site. The Affordable Housing Requirements shall terminate with respect to each such Phase approval of the Project, respectively, upon conclusion construction of the Affordable Housing Compliance Period for such Phase as Unit Equivalents in the quantity and configuration set forth in the applicable ▇▇▇▇. For purposes of Exhibit “BC” shall be subject to Developer’s compliance with O.C.G.A. §44the operating and deed restriction provisions provided in the Affordable Housing Policies, including in Code Section 10-5-603, except to the parties understand and agree that no ▇▇▇▇ will have extent a period greater than 20 yearsspecific exception approval is reflected in the following paragraphs. It is the public policy of Summit County to house employees as close to the workplace as possible, but that thereby reducing traffic congestion. In order to assure compliance with this Agreement policy, Developer shall automatically terminate upon the expiration of a ▇▇▇▇ if simultaneously therewith Owner does not enter into a newan agreement (the “Affordable Housing Agreement”) with Mountainlands Community Housing Trust (MCHT) or another qualified entity approved by the County, replacement ▇▇▇▇ that extends for setting forth the lesser of 20 years or the period necessary that the 20 year Affordability Housing Requirements are satisfied on a cumulative basis.following priorities:

Affordable Housing. Owner shall set aside and reserve ten percent (10%) of the total multifamily residential units located in the Project as affordable housing units consistent with the terms set forth herein, for Income Eligible Residents earning in the aggregate no more than sixty eightysixty percent (608060%) of AMI. The published income limits will be adjusted by household size. The income limits will be adjusted annually according to the HUD published limits. To that end, no fewer than the number of multifamily units in the Project set forth in the table below shall, pursuant to the terms and conditions of a Land Use Restriction Agreement (i.e., the “▇▇▇▇”) in substantially the form attached hereto as “Attachment 1” to this Schedule P and incorporated herein by reference. Capitalized terms used but not defined in this Schedule but which are defined in the ▇▇▇▇ shall have the same meaning herein as therein. Each Phase of the Project shall have no few than the number of Affordable Housing Units allocated to it in in the table below. The table is as follows: PHASES AFFORDABLE HOUSING UNITS ALLOCATED TO PHASE PHASE 1 446 PHASE 2 300 PHASE 3 240 986 PRO FORMA TOTAL MULTIFAMILY UNITS IN THE PROJECT 10% 99 TOTAL AFFORDABLE UNITS Each such Affordable Unit in a Phase will be made available for a period of time not less than twenty forty (40twenty (20) years following the date on which the last multifamily building of a Phase receives a permanent certificate of occupancy (each, an “Affordable Housing Compliance Period”), to Income Eligible Residents as defined in the ▇▇▇▇. Such requirements shall be referred to with respect to each Phase as the “Affordable Housing Requirements.” The foregoing Affordable Housing Requirements will be set forth in the ▇▇▇▇ in such form as is consistent with the then applicable practices of ACC for similar affordable housing transactions, provided that such form does not alter the Affordable Housing Requirements set forth in this Agreement, permits transferability and release consistent with Section 12.4 hereof, and does not increase the obligations of Owner, its successors and assigns. The current form of ▇▇▇▇ is attached “Attachment 1” to this Schedule P. Upon approval of a subsequent form of ▇▇▇▇ by ACC and review and approval by the Owner consistent with the foregoing, the subsequent form of the ▇▇▇▇ may be affixed hereto as “Attachment 1” to this Schedule P without further amendment to this Agreement. The ▇▇▇▇ shall be recorded in the Athens-▇▇▇▇▇▇ County land records in customary fashion upon the submission of the initial and Requisition and shall be recorded only against the applicable parcel on which such units are constructed. The Affordable Housing Requirements are part of this Agreement, and the failure by Owner to comply with same shall be an Event of Default under this Agreement. The Affordable Housing Requirements shall terminate with respect to each such Phase of the Project, respectively, upon conclusion of the Affordable Housing Compliance Period for such Phase as set forth in the applicable ▇▇▇▇. For purposes of compliance with O.C.G.A. §44-5-60, the parties understand and agree that no ▇▇▇▇ will have a period greater than 20 years, but that this Agreement shall automatically terminate upon the expiration of a ▇▇▇▇ if simultaneously therewith Owner does not enter into a new, replacement ▇▇▇▇ that extends for the lesser of 20 years or the period necessary that the 20 4020 year Affordability Housing Requirements are satisfied on a cumulative basis.

Affordable Housing. Owner shall set aside In this schedule the following words and reserve ten percent (10%) expressions shall, unless the context otherwise requires, have the meanings given opposite them: Affordable Housing Land The parts of the total multifamily residential units located in Site shown edged * on the Project as affordable housing units consistent with the terms set forth herein, for Income Eligible Residents earning in the aggregate no more than sixty percent (60%) of AMI. attached plan numbered * The published income limits will be adjusted by household size. The income limits will be adjusted annually according to the HUD published limits. To that end, no fewer than the number of multifamily units in the Project set forth in the table below shall, pursuant to the terms and conditions of a Land Use Restriction Agreement (i.e., the “▇▇▇▇”) in substantially the form attached hereto as “Attachment 1” to this Schedule P and incorporated herein by reference. Capitalized terms used but not defined in this Schedule but which are defined in the ▇▇▇▇ shall have the same meaning herein as therein. Each Phase parts of the Project shall have no few than the number of Affordable Housing Units allocated to it in in the table below. The table is as follows: PHASES AFFORDABLE HOUSING UNITS ALLOCATED TO PHASE PHASE 1 446 PHASE 2 300 PHASE 3 240 986 PRO FORMA TOTAL MULTIFAMILY UNITS IN THE PROJECT 10% 99 TOTAL AFFORDABLE UNITS Each such Affordable Unit in a Phase will be made available for a period of time not less than twenty (20) years following the date Site on which the last multifamily building Affordable Rent Units, Other Affordable Units and Shared Ownership Units are to be constructed together with their respective gardens, garages, drives, communal area and the like as shown in the approved reserved matters Affordable Rent Units The Dwellings specified as such on the attached plan numbered * The Dwellings specified as such in the approved reserved matters or on such other plan as the Council may approve in writing Long Leasehold A term of a Phase receives minimum of 125 years at a permanent certificate peppercorn ground rent and a service charge which relates only to the building within which the Affordable Rent Units, Other Affordable Units and/or Shared Ownership Units are located and any curtilage and common parts (other than those which exclusively serve any other part of occupancy the Site) and which is unencumbered Open Market Dwellings All Dwellings excluding the Affordable Rent Units and the Shared Ownership Units Other Affordable Units The Dwellings (each, an “Affordable Housing Compliance Period”), to Income Eligible Residents if any) specified as defined such on the attached plan numbered * or on such other plan as the Council may approve in writing The Dwellings (if any) specified as such in the ▇▇▇▇. Such requirements shall be referred to with respect to each Phase approved reserved matters or on such other plan as the “Affordable Council may approve in writing Registered Provider of Social Housing Requirements.” A provider of social housing registered with the regulator of social housing and who has signed a nominations agreement with the Council Shared Ownership Units The foregoing Affordable Housing Requirements will be set forth Dwellings specified as such on the attached plan numbered * The Dwellings specified as such in the ▇▇▇▇ approved reserved matters or on such other plan as the Council may approve in such form as is consistent with the then applicable practices of ACC for similar affordable housing transactions, provided that such form does not alter the Affordable Housing Requirements set forth in this Agreement, permits transferability and release consistent with Section 12.4 hereof, and does not increase the obligations of Owner, its successors and assigns. The current form of ▇▇▇▇ is attached “Attachment 1” to this Schedule P. Upon approval of a subsequent form of ▇▇▇▇ by ACC and review and approval by the Owner consistent with the foregoing, the subsequent form of the ▇▇▇▇ may be affixed hereto as “Attachment 1” to this Schedule P without further amendment to this Agreement. The ▇▇▇▇ shall be recorded in the Athens-▇▇▇▇▇▇ County land records in customary fashion upon the submission of the initial and Requisition and shall be recorded only against the applicable parcel on which such units are constructed. The Affordable Housing Requirements are part of this Agreement, and the failure by Owner to comply with same shall be an Event of Default under this Agreement. The Affordable Housing Requirements shall terminate with respect to each such Phase of the Project, respectively, upon conclusion of the Affordable Housing Compliance Period for such Phase as set forth in the applicable ▇▇▇▇. For purposes of compliance with O.C.G.A. §44-5-60, the parties understand and agree that no ▇▇▇▇ will have a period greater than 20 years, but that this Agreement shall automatically terminate upon the expiration of a ▇▇▇▇ if simultaneously therewith Owner does not enter into a new, replacement ▇▇▇▇ that extends for the lesser of 20 years or the period necessary that the 20 year Affordability Housing Requirements are satisfied on a cumulative basis.writing

Affordable Housing. ‌ 1.1. Prior to Commencement of Development the Owner shall set aside and reserve ten percent (10%) of submit an Affordable Housing Scheme to the total multifamily residential units located in the Project as affordable housing units consistent Council for approval which shall deal with the terms set forth herein, for Income Eligible Residents earning in the aggregate no more than sixty percent (60%) of AMI. The published income limits will be adjusted by household size. The income limits will be adjusted annually according to the HUD published limits. To that end, no fewer than the number of multifamily units in the Project set forth in the table below shall, pursuant to the terms and conditions of a Land Use Restriction Agreement (i.e., the “▇▇▇▇”) in substantially the form attached hereto as “Attachment 1” to this Schedule P and incorporated herein by reference. Capitalized terms used but not defined in this Schedule but which are defined in the ▇▇▇▇ shall have the same meaning herein as therein. Each Phase of the Project shall have no few than the number provision of Affordable Housing Units allocated pertaining to it in in the table belowDevelopment and which shall include the following: 1.1.1. The table is as follows: PHASES AFFORDABLE HOUSING UNITS ALLOCATED TO PHASE PHASE 1 446 PHASE 2 300 PHASE 3 240 986 PRO FORMA TOTAL MULTIFAMILY UNITS IN THE PROJECT 10% 99 TOTAL AFFORDABLE UNITS Each such Affordable Unit in a Phase will be made available for a period of time not less than twenty (20) years following the date on which the last multifamily building of a Phase receives a permanent certificate of occupancy (eachnumbers, an “Affordable Housing Compliance Period”)type, to Income Eligible Residents as defined in the ▇▇▇▇. Such requirements shall be referred to with respect to each Phase as the “Affordable Housing Requirements.” The foregoing Affordable Housing Requirements will be set forth in the ▇▇▇▇ in such form as is consistent with the then applicable practices of ACC for similar affordable housing transactions, provided that such form does not alter the Affordable Housing Requirements set forth in this Agreement, permits transferability size and release consistent with Section 12.4 hereof, and does not increase the obligations of Owner, its successors and assigns. The current form of ▇▇▇▇ is attached “Attachment 1” to this Schedule P. Upon approval of a subsequent form of ▇▇▇▇ by ACC and review and approval by the Owner consistent with the foregoing, the subsequent form of the ▇▇▇▇ may be affixed hereto as “Attachment 1” to this Schedule P without further amendment to this Agreement. The ▇▇▇▇ shall be recorded in the Athens-▇▇▇▇▇▇ County land records in customary fashion upon the submission of the initial and Requisition and shall be recorded only against the applicable parcel on which such units are constructed. The Affordable Housing Requirements are part of this Agreement, and the failure by Owner to comply with same shall be an Event of Default under this Agreement. The Affordable Housing Requirements shall terminate with respect to each such Phase of the Project, respectively, upon conclusion location of the Affordable Housing Compliance Period Units save that nothing shall require the total number of Dwellings to be provided as Affordable Housing Units across the whole of the Site to be greater than seven (7) in number; 1.1.2. Arrangements for the marketing of the Affordable Housing Units; 1.1.3. The timing of the construction of the Affordable Housing Units in relation to the Occupation of the Open Market Dwellings; 1.1.4. Details of arrangements the Council may reasonably require to ensure that the Affordable Housing Units remain as Affordable Housing to first and all subsequent occupiers including (but not limited to) details of any restrictions on title to secure affordable housing provisions in perpetuity save where the exemptions in clause 19 of this Deed apply; 1.1.5. The basis on which any of the Affordable Housing Units may be occupied whether in respect of their first becoming occupied and/or in relation to subsequent occupations or disposals to include the occupancy criteria to be used for determining the initial and subsequent Occupiers of the Affordable Housing Units; 1.2. The Owner shall carry out the Development in accordance with the terms of the Affordable Housing Scheme as approved by the Council for the purpose of paragraph 1.1. 1.3. To the extent that the Affordable Housing Scheme is approved in a form that authorises the construction and delivery of Affordable Rented Units or Shared Ownership Units all such Phase as set forth in Affordable Housing shall be disposed of to a Registered Provider. 1.4. Where, despite having used reasonable endeavours over a continuous period of three months proceeding the applicable ▇▇▇▇. For Commencement of the Development to transfer any of the Affordable Housing for the purposes of compliance with O.C.G.A. §44paragraph 1.3 hereof to a Registered Provider the Owner has been unable to secure such disposal then the Owner shall be entitled to pay the Off-5Site Affordable Housing Contribution to the Council in lieu of the on-60, site provision of Affordable Housing by way of those Affected Units. 1.5. Upon payment of the parties understand Off-Site Affordable Housing Contribution the Owner shall be free to dispose of any Affected Units free from the restrictions in this paragraph 1 of Part 1 of this Schedule 2 of this Deed and agree that no ▇▇▇▇ will have a period greater than 20 years, but that this Agreement shall automatically terminate upon the expiration of a ▇▇▇▇ if simultaneously therewith Owner does not enter into a new, replacement ▇▇▇▇ that extends for the lesser of 20 years or the period necessary that the 20 year Affordability Affordable Housing Requirements are satisfied on a cumulative basisScheme.

Affordable Housing. Owner shall set aside 4.17.1 To commence all works of construction conversion and reserve ten percent (10%) of fitting out necessary to make the total multifamily residential units located in the Project as affordable housing units consistent with the terms set forth herein, for Income Eligible Residents earning in the aggregate no more than sixty percent (60%) of AMI. The published income limits will be adjusted by household size. The income limits will be adjusted annually according to the HUD published limits. To that end, no fewer than the number of multifamily units in the Project set forth in the table below shall, pursuant to the terms and conditions of a Land Use Restriction Agreement (i.e., the “▇▇▇▇”) in substantially the form attached hereto as “Attachment 1” to this Schedule P and incorporated herein by reference. Capitalized terms used but not defined in this Schedule but which are defined in the ▇▇▇▇ shall have the same meaning herein as therein. Each Phase of the Project shall have no few than the number of Affordable Housing Units allocated as approved by the Council suitable for occupation as Affordable Housing and thereafter to it in in the table below. The table is as follows: PHASES AFFORDABLE HOUSING UNITS ALLOCATED TO PHASE PHASE 1 446 PHASE 2 300 PHASE 3 240 986 PRO FORMA TOTAL MULTIFAMILY UNITS IN THE PROJECT 10% 99 TOTAL AFFORDABLE UNITS Each proceed with and complete such Affordable Unit works in a Phase will be made available for a period good and workmanlike manner using good quality materials to the reasonable satisfaction of time not less than twenty the Council (20as demonstrated by written notification to that effect) years following the date on which the last multifamily building of a Phase receives a permanent certificate of occupancy (each, an “Affordable Housing Compliance Period”), to Income Eligible Residents as defined in the ▇▇▇▇. Such requirements shall be referred to with respect to each Phase as the “Affordable Housing Requirements.” The foregoing Affordable Housing Requirements will be set forth in the ▇▇▇▇ in such form as is consistent accordance with the then applicable practices of ACC for similar affordable housing transactions, provided specification approved by a Registered Provider. 4.17.2 To ensure that such form does not alter the Affordable Housing Requirements set forth in this AgreementUnits shall not be otherwise used, permits transferability and release consistent with Section 12.4 hereof, and does not increase the obligations of Owner, its successors and assigns. The current form of ▇▇▇▇ is attached “Attachment 1” to this Schedule P. Upon approval of a subsequent form of ▇▇▇▇ by ACC and review and approval by the Owner consistent with the foregoing, the subsequent form of the ▇▇▇▇ may be affixed hereto as “Attachment 1” to this Schedule P without further amendment to this Agreement. The ▇▇▇▇ shall be recorded in the Athens-▇▇▇▇▇▇ County land records in customary fashion upon the submission of the initial and Requisition occupied and shall be recorded only against retained in perpetuity for no purpose other than (i) for the applicable parcel on which provision of Social Rented Housing for occupation by tenants at rental levels being in accordance with the targets set by the Regulator (ii) for the provision of Intermediate Housing in accordance with the Intermediate Housing Scheme; and (iii) for the provision of Intermediate Housing for occupation in accordance with the Intermediate Housing Scheme as the case may be. 4.17.3 Not to occupy or allow occupation of 50% of the residential units until such units are constructed. The time as: (i) the Affordable Housing Requirements are part Units have been transferred or demised to a Registered Provider approved by the Council for a term of this Agreement, no less than 125 years; (ii) the works of construction conversion and the failure by Owner to comply with same shall be an Event of Default under this Agreement. The Affordable Housing Requirements shall terminate with respect to each such Phase of the Project, respectively, upon conclusion fitting out of the Affordable Housing Compliance Period Units have been completed in accordance with the requirement of Sub-Clause 4.1.3 hereof. 4.17.4 To ensure that the Affordable Housing Units are constructed, occupied and used solely as Affordable Housing pursuant to the objects and purpose of the Council so as to provide accommodation for such Phase the households in need of Affordable Housing in accordance with the definition of the eligible persons criteria as set forth agreed by the Government, the Homes and Community Agency (or successor bodies) or the Council from time to time. 4.17.5 The Registered Provider or the Council shall not dispose of its interest in the applicable ▇▇▇▇. For purposes freehold or leasehold of compliance the Affordable Housing Units or any part thereof (except by way of mortgage) other than to any other Registered Provider registered with O.C.G.A. §44-5-60, the parties understand Regulator or any other body organisation or company registered with the Charity Commissioners for England and agree that no ▇▇▇▇ will have a period greater than 20 years, but that this Agreement shall automatically terminate upon Wales and approved by the expiration of a ▇▇▇▇ if simultaneously therewith Owner does not enter into a new, replacement ▇▇▇▇ that extends for the lesser of 20 years Homes and Communities Agency or the period necessary that Regulator or the 20 year Affordability Housing Requirements are satisfied on a cumulative basisCouncil.

Affordable Housing. Owner Base Case Provision 15.1 The provision for Affordable Housing within the Development as calculated in the Benchmark Financial Model is based upon the following assumptions:- 15.1.1 at least 15% of the Gross Internal Area to be provided for residential purposes pursuant to the Development on the Northern Area would be provided as Affordable Housing Units 15.1.2 at least 15% of the Gross Internal Area to be provided for residential purposes pursuant to the Development on the Southern Area would be provided as Affordable Housing Units 15.1.3 the Affordable Housing Units would be provided as Shared Ownership Units on the basis of an initial purchase by the Unit Lessee of 50% of the equity in such Shared Ownership unit 15.1.4 the Affordable Housing Units would be provided in the location and in the mix of dwelling sizes as agreed pursuant to paragraph 15.2 15.1.5 unless otherwise agreed with the Council and subject to paragraph 15.2 the Affordable Housing Units would be provided within Building Block A and within Building Block D1 15.2 The precise location of and mix of dwelling sizes for the Affordable Housing Units: 15.2.1 on the Northern Area shall be approved by the Council through the submission and approval of the first Reserved Matters Application which includes Dwellings to be submitted in respect of the Northern Area 15.2.2 on the Southern Area shall be agreed between the Council and the Developer through submission and approval of the first Reserved Matters Application which includes Dwellings to be submitted on the Southern Area 15.3 The Developer will use Reasonable Endeavours to enter into an Affordable Housing Development Agreement/Affordable Housing Development Agreements with an Affordable Housing Provider/Affordable Housing Providers prior to the date of Commencement of the Development and forthwith upon such Affordable Housing Development Agreement(s) having been entered into the Developer shall notify the Council of the identity of the Affordable Housing Provider(s) which is/are party to such Affordable Housing Development Agreement(s) PROVIDED THAT for the avoidance of doubt the Developer’s obligation under this paragraph 15.3 shall be without prejudice to the Developer’s other obligations in this paragraph 15 so that if despite using Reasonable Endeavours the Developer is unable to enter into an Affordable Housing Development Agreement or Agreements prior to Commencement of the Development that shall not affect the Developer’s obligations to provide the Affordable Housing Units and Dispose of the same to an Affordable Housing Provider nor shall it affect any other obligations imposed herein in relation to the provision of the Affordable Housing Units 15.4 Subject to paragraph 15.6 not more than 70% of the Market Housing Units on the Northern Area shall be Occupied until the Affordable Housing Units to be provided on the Northern Area have been Practically Completed and Disposed of to an Affordable Housing Provider 15.5 Subject to paragraph 15.6 not more than 70% of the Market Housing Units on the Southern Area shall be Occupied until the Affordable Housing Units to be provided on the Southern Area have been Practically Completed and Disposed of to an Affordable Housing Provider 15.6 Save where the Affordable Housing Provider is the Developer or any subsidiary company or organisation established by or associated with the Developer for the provision of Affordable Housing the Developer will be released from the restriction on Occupation in paragraph 15.4 or (as the case may be) 15.5 in any case where: 15.6.1 the Developer has entered into a binding contract or contracts for the Disposal of all the Affordable Housing Units in the Northern Area or (as the case may be) the Southern Area to an Affordable Housing Provider or Affordable Housing Providers 15.6.2 the contract(s) referred to in paragraph 15.6.1 provide(s) for completion of the Disposal or Disposals to take place by no later than Occupation of 70% of the Affordable Housing Units in the Northern Area or (as the case may be) the Southern Area 15.6.3 the Disposal or Disposals is or are not completed by that date solely as a result of a breach of contract or failure to perform by the Affordable Housing Provider(s) in question and 15.6.4 reasonable documentary evidence of the matters referred to in paragraphs 15.6.1 to 15.6.3 has been provided by the Developer to the Council 15.7 Where the Developer is released pursuant to paragraph 15.6 from the restriction on Occupation set aside out in paragraph 15.4 in relation to the Northern Area or (as the case may be) paragraph 15.5 in relation to the Southern Area the Developer will use all Reasonable Endeavours to secure completion of any Disposal not completed by the date of Occupation of 70% of the Market Housing Units in the Northern Area or (as the case may be) the date of Occupation of 70% of the Market Housing Units the Southern Area as soon as reasonably practicable and reserve ten percent (10%where despite using its Reasonable Endeavours the Developer is unable to complete the Disposal(s) of the total multifamily residential units located in relevant Affordable Housing Units to the Project as affordable housing units consistent Affordable Housing Provider or Affordable Housing Providers with whom the Developer had entered into a binding contract or contracts then the Developer will discuss and agree with the terms set forth herein, for Income Eligible Residents earning in the aggregate no more than sixty percent Council including (60%without limitation) whether those Affordable Housing Units (or a proportion thereof) should be transferred to another Affordable Housing Provider 15.8 The actual level of AMI. The published income limits will be adjusted by household size. The income limits will be adjusted annually according to the HUD published limits. To that end, no fewer than the number of multifamily units in the Project set forth in the table below shall, pursuant to the terms and conditions of a Land Use Restriction Agreement (i.e., the “▇▇▇▇”) in substantially the form attached hereto as “Attachment 1” to this Schedule P and incorporated herein by reference. Capitalized terms used but not defined in this Schedule but which are defined in the ▇▇▇▇ shall have the same meaning herein as therein. Each Phase of the Project shall have no few than the number provision of Affordable Housing Units allocated within the Development shall be subject to it review on two occasions as follows:- 15.8.1 a review on the date of submission of the first Reserved Matters Application which includes Dwellings on the Northern Area 15.8.2 a review on the date of submission of the first Reserved Matters Application which includes Dwellings on the Southern Area PROVIDED THAT the Developer shall not unless otherwise agreed with the Council submit any Reserved Matters Application which includes Dwellings on the Southern Area before the expiration of 6 months from the date of approval of the first Reserved Matters Application which includes Dwellings on the Northern Area or 6 months before the date of Practical Completion of the whole of the Development on the Northern Area (whichever is the earlier) and each such review shall be conducted in accordance with the procedure set out below 15.9 When submitting the first Reserved Matters Application which includes Dwellings on the Northern Area and the first Reserved Matters Application which includes Dwellings on the Southern Area the Developer shall accompany each such Reserved Matters Application with the Revised Financial Model and shall further identify whether the Residual Value has changed since the date of the Benchmark Financial Model 15.10 When submitting the Revised Financial Model to the Council pursuant to paragraph 15.9 the Developer shall accompany such Revised Financial Model with details of all items amounts calculations and other relevant information in support of the input figures given in the table below. The table Revised Financial Model PROVIDED THAT the Benchmark Financial Model and the Revised Financial Model and/or the information therein and/or the supporting information referred to in this paragraph shall be kept confidential by the Council and shall not be disclosed to any third party save with the consent of the other parties to this Agreement or where the Council is required to disclose the information as followsa matter of law 15.11 Subject always to paragraph 15.14 and to paragraph 14.8 if: PHASES AFFORDABLE HOUSING UNITS ALLOCATED TO PHASE PHASE 1 446 PHASE 2 300 PHASE 3 240 986 PRO FORMA TOTAL MULTIFAMILY UNITS IN THE PROJECT 10% 99 TOTAL AFFORDABLE UNITS Each such Affordable Unit in - 15.11.1 on a Phase will be made available for a period review following submission of time not less than twenty the first Reserved Matters Application which includes Dwellings on the Northern Area (20“First Review”) years following the Revised Financial Model shows that the Residual Value has increased since the date on which of the last multifamily building Benchmark Financial Model then 50% of a Phase receives a permanent certificate any such increase in the Residual Value (the “First Review Surplus”) shall (subject to paragraph 15.12) be applied so as to increase the level of occupancy (each, an “Affordable Housing Compliance Periodabove 15% up to a maximum of 20% of the Gross Internal Area to be provided for residential purposes on the Northern Area 15.11.2 on a review following submission of the first Reserved Matters Application which includes Dwellings on the Southern Area (“Second Review”), to Income Eligible Residents as defined ) the Revised Financial Model shows that the Residual Value has increased since the date of the Benchmark Financial Model then 50% of any such increase in the ▇▇▇▇. Such requirements Residual Value (the “Second Review Surplus”) shall be applied so as to increase the level of Affordable Housing above 15% up to a maximum of 20% of the Gross Internal Area to be provided for residential purposes on the Southern Area and any additional floorspace to be provided in accordance with this paragraph 15.11 shall be referred to with respect to each Phase as the “Additional Affordable Housing Requirements.” The foregoing Units” 15.12 If: 15.12.1 following the First Review there is no change in the Residual Value or there is a First Review Surplus to be applied so as to increase the level of Affordable Housing Requirements will on the Northern Area above 15% but such First Review Surplus is not sufficient to enable 20% of the Gross Internal Area to be set forth provided for residential purposes on the Northern Area to be provided as Affordable Housing; and 15.12.2 the Second Review results in a Second Review Surplus then (subject always to paragraphs 14.8 and 15.14) any Second Review Surplus shall be applied by the Developer to increase the level of Affordable Housing in the ▇▇▇▇ Development overall up to a maximum of 20% of the Gross Internal Area to be provided for residential purposes within the Development and any additional floorspace to be provided in such form accordance with this paragraph 15.12 shall be referred to as is consistent with the then applicable practices of ACC for similar affordable housing transactions, provided that such form does not alter the “Additional Affordable Housing Requirements set forth Units” 15.13 If: 15.13.1 following the First Review the Residual Value has decreased so that Reduced Provision is to be made in this Agreement, permits transferability accordance with paragraphs 15.16 and release consistent with Section 12.4 hereof, 15.17 on the Northern Area but 15.13.2 following the Second Review the Residual Value has increased then (subject always to paragraphs 14.8 and does not 15.14) the Second Review Surplus shall be applied by the Developer to increase the obligations level of Owner, its successors and assigns. The current form Affordable Housing in the Development overall up to a maximum of ▇▇▇▇ is attached “Attachment 1” to this Schedule P. Upon approval of a subsequent form of ▇▇▇▇ by ACC and review and approval by the Owner consistent with the foregoing, the subsequent form 20% of the ▇▇▇▇ may Gross Internal Area to be affixed hereto provided for residential purposes within the Development and any additional floorspace to be provided in accordance with this paragraph 15.13 shall be referred to as “Attachment 1” to this Schedule P without further amendment to this Agreement. The ▇▇▇▇ shall be recorded in the Athens-▇▇▇▇▇▇ County land records in customary fashion upon the submission of the initial and Requisition and shall be recorded only against the applicable parcel on which such units are constructed. The Additional Affordable Housing Requirements Units” 15.14 In the event that Additional Affordable Housing Units are part of this Agreement, required to be provided pursuant to paragraphs 15.11 15.12 or 15.13 then the Developer and the failure by Owner Council may (at the Council’s election) consider whether any Surplus or any part thereof should be applied to comply with same shall be an Event of Default under this Agreement. The Affordable Housing Requirements shall terminate with respect to each such Phase of improving the Project, respectively, upon conclusion affordability of the Affordable Housing Compliance Period Units in lieu of providing Additional Affordable Housing Units PROVIDED THAT if the Developer and the Council shall agree that any Surplus or any part thereof should be applied to improving the affordability of the Affordable Housing Units then the Developer shall apply such Surplus accordingly and the provisions of this Agreement relating to the Affordable Housing Units shall apply as if such requirements in relation to the affordability of the Affordable Housing Units had been prescribed in this Agreement at the outset 15.15 In the event that the Revised Financial Model shows that the Residual Value has decreased since the date of the Benchmark Financial Model such that it is agreed that it would not be financially viable to deliver Affordable Housing as referred to in paragraph 15.1 then the Developer and the Council (in consultation with the Homes and Communities Agency) shall use all Reasonable Endeavours to agree an alternative proposal for such Phase as set forth the provision of Affordable Housing in the applicable ▇▇▇▇. For purposes Northern Area or (as the case may be) the Southern Area to that referred to in paragraph 15.1 PROVIDED THAT any alternative proposal shall seek to ensure that the level of compliance Affordable Housing provision within the Development is maintained as high as is feasibly possible and in keeping with O.C.G.A. §44-5-60, this overall objective the parties understand discussions between the Developer and agree that no ▇▇▇▇ will have a period greater than 20 years, but that this Agreement shall automatically terminate upon the expiration of a ▇▇▇▇ if simultaneously therewith Owner does not enter into a new, replacement ▇▇▇▇ that extends Council as to any alternative proposal for the lesser provision of 20 years or Affordable Housing shall consider: 15.15.1 an alternative tenure mix to that referred to in paragraph 15.1.3 (having regard to the period necessary relative priorities at the time within the Council’s Area for Social Rented Units Shared Ownership Units MyChoiceHomebuy Units (which for the avoidance of doubt shall be considered as being a form of Affordable Housing for this purpose and for any Reduced Provision) and Intermediate Rented Units and such other similar schemes as may be available at the time) 15.15.2 an alternative dwelling mix to that approved by the 20 year Affordability Housing Requirements are satisfied on a cumulative basis.Council under paragraph 15.2 15.15.3 alternative equity shares in Shared Ownership Units 15.15.4 an alternative Income Threshold and