Master Deed

1997 AMENDED AND RESTATED MASTER DEED
OF POTTER POND

Contents
1. Name of the Condominium
2. Organization of Unit Owners
3. Description of the Land
4. Description of the Building(s)
5. Descriptions of the Homes and Their Boundaries

1. Description of the Homes
2. Boundaries of the Homes
   1. Floors
   2. Ceilings
   3. Interior Building Walls Between Homes
   4. Exterior Building Walls and Basement
   5. Exterior Doors
   6. Windows
3. General Home Appurtenances
4. Attached Garages
5. Free-Standing Garages

6. Description of the Common Areas and Facilities
7. Percentage Interest in Common Elements
8. Site Plans and Floor Plans
9. Common Easements and Right of Access
10. Encroachments
11. Intended Use
12. Restrictions on Use

1. Use of Homes
2. Parking and Storing
3. Rentals
4. Architectural Integrity
5. Pets
6. – K. Other Information

13. Homes Subject to Master Deed and Condominium Trust
14. No Partition or Severance
15. Amendment of Master Deed
16. Provisions for the Protection of Mortgagees
17. Conflicting Provisions
18. Invalidity
19. Waiver
20. Captions
21. Gender
22. Chapter 183A
23. Duration
Schedule A: Types of Homes
Schedule B: Percentage Beneficial Interest

Master Deed

1997 AMENDED AND RESTATED MASTER DEED
OF POTTER POND

1. Name of the Condominium. The name of the condominium is POTTER POND (hereinafter sometimes referred to as the “Condominium” or as “Potter Pond”). The phases of the Condominium are referred to as Phase One, Phase Two and Phase Three (Phase Three having been divided into three subphases referred to herein as “Phase Three-A”, “Phase Three-B”, and “Phase Three-C”), all of which have been added to the Condominium and submitted to the provisions of Chapter 183A (the “Condominium Law”) prior hereto by the Declarant of the Condominium, F. William Smith and Paul W. Boyd, as Trustees of Potter Pond Trust, under declaration of trust dated April 24, 1980 and recorded with Middlesex South District Registry of Deed (the “Registry”) in Book 13963, Page 162, by Master Deed dated December 16, 1980, recorded with the Registry in Book 14168, Page 426, as amended by such instruments as are identified in the instrument of amendment to which this 1997 Amended and Restated Master Deed is attached and made a part by reference. This 1997 Amended and Restated Master Deed is hereinafter sometimes referred to as the “Master Deed.”

2. Organization of Unit Owners. The organization through which the Unit Owners (hereinafter referred to as the “Homeowners”) at Potter Pond will manage and regulate the Condominium is the Potter Pond Association (hereinafter sometimes referred to as the “Trust” or “Association”), established by Declaration of Trust dated December 16, 1980, and recorded with the Registry in Book 14168, Page 448 (hereinafter sometimes referred to as the “Declaration of Trust”), as amended. Said Declaration of Trust establishes a membership organization of which all Homeowners shall be members and in which such Homeowners shall have a beneficial interest in proportion to the percentage of undivided interest in the common areas and facilities to which they are entitled hereunder, and includes By-laws which are set forth in said Declaration pursuant to and in accordance with the provisions of Chapter 183A.

3. Description of the Land. The land portion of the Premises comprising the Condominium Land (the “Land”) are those four (4) certain parcels of land situated in Lexington, Middlesex County, Massachusetts, shown as Lots IA, II, IIIA and A on a plan entitled “Plan of Land in Lexington, Mass.,” dated November 14, 1980, prepared by Hayes Engineering, Inc., recorded with the Registry in Book 14168, Page 426 (the “Land Plan”), said parcels containing 672,187 square feet (15.431 acres), 440,000 square feet (10.101 acres), 723,173 square feet (16.602 acres) and 18,616 square feet, respectively, according to the Land Plan. For title of the Declarant, F. William Smith and Paul W. Boyd, Trustees of Potter Pond Trust, under declaration of trust dated April 24, 1980, recorded with the Registry in Book 13963, Page 162, see deed from Murray T. Potter, Howard L. Potter and William L. Potter, as Trustees of Walnut Farm Trust, dated May 7, 1980, recorded with the Registry in Book 13963, Page 174, and deed from Margaret Riley dated June 10, 1980, recorded with the Registry in Book 14193, Page 134. Said parcels of land are subject to and have the benefit of:

1. Declaration of Common Easements, creating a reciprocal roadway, utility, drainage and tennis court easement between Lots I, II and III on the plan, dated May 7, 1980 and recorded with the Registry in Book 13963, Page 178, as amended by Modification of Declaration of Common Easements, dated December 15, 1980, and recorded with the Registry in Book 14168, Page 421.
2. Conservation (Open Space) Restriction, dated May 7, 1980, recorded with the Registry in Book 14163, Page 436.
3. Easement Agreement dated December 8, 1980, giving access and use of certain areas of the Premises to the neighbors and inhabitants of the Town of Lexington, recorded with the Registry in Book 14163, Page 442.
4. Utility company easement to New England Telephone and Telegraph Company and Boston Edison Company, dated August 26, 1980, recorded with the Registry in Book 14057, Page 381.

The Land is further subject to such rights and easements established herein.

4. Description of the Building(s). There are forty-three (43) residential buildings (each such residential building sometimes referred to as a “cluster”) on the Land of the Condominium, containing a total of One Hundred (100) units (hereinafter referred to as “Homes”), with forty-five (45) attached garage spaces. The buildings of the Condominium also include those buildings containing a total of sixty-nine (69) free-standing garage spaces. Each residential building is constructed principally of a poured concrete foundation, either a slab or basement (except for Homes number 4 and 114 which have fieldstone foundations and partial fieldstone walls), wood frame structure, wood clapboard siding (except for Home number 114 which has wood shingle siding) and cedar shingle roofing (except for Home Number 46 which has an asphalt shingle roof). Each residential building has the number of Homes shown on Schedule A attached hereto and the number of stories shown on the Condominium Plans. The free-standing garages are wood frame structures constructed on a poured concrete slab, with barnboard siding and cedar shingle roofing.

5. Descriptions of the Homes and Their Boundaries. The Homes, their respective boundaries and the appurtenances thereof, are as hereinafter delineated.

1. Description of the Homes. The designation of each Home, and a statement of its type, location, approximate area, number of rooms, immediate common areas to which it has access, and other descriptive information, is shown on Schedule A attached hereto and made a part hereof by reference.
2. Boundaries of the Homes. The boundaries of the Homes with respect to the floors, ceilings, walls, exterior doors and windows thereof are as follows:
   1. Floors: The plane of the upper surface of the concrete slab; provided, however, that with respect to any Home which is built over a concrete slab and a crawl space, the boundary shall be the plane of the upper surface of the concrete slab as to the area of the concrete slab and the upper plane of the lower floor joists as to the area of the crawl space, and the Homeowner of each such Home shall have an easement for the exclusive use of the crawl space beneath that Home.
   2. Ceilings: The plane of the lower surface of the roof rafters; as to roof skylights, where applicable, the exterior surface of the skylight, it being the intent that, for Home boundary purposes, skylights be treated as windows, as described in subsection (f) of this Section 5B.
   3. Interior Building Walls Between Homes: The plane of the wall studs facing the interior of the Home.
   4. Exterior Building Walls and Basement: As to walls, the plane of the interior surface of the wall studs; as to basement walls, the interior surface of the concrete or fieldstone walls or wall studs, as the case may be.
   5. Exterior Doors: The exterior surface of the door in its entirety, including any and all frames, jambs, hardware, thresholds, flashing, exterior moldings or trim, screen doors and/or storm doors; and
   6. Windows: The exterior surface of the windows in their entirety, including any and all frames, sills, mullions, muntins, sashes, stiles, lights, hardware, flashing, exterior moldings or trim, screens and/or storm windows;

   provided, however, that no structural component of a building nor any pipe, wire, conduit, duct, flue, shaft, utility line or like item situated within a Home, but forming a part of any system serving one or more other Homes, shall be considered to be a part of any Home. Pipes, wires, ducts and/or other conduits for utilities located within the boundary of a Home and serving only that Home, are a part of the Home.

3. General Home Appurtenances. Each Home shall have appurtenant thereto the exclusive rights and easements, exercisable subject to and in accordance with the provisions and requirements of this Master Deed and the provisions of the By-laws of the Potter Pond Association and the rules and regulations promulgated pursuant thereto, to use the following (sometimes herein also referred to as the “Limited Common Areas and Facilities” or “Limited Common Elements”):
   1. the yard area, if any, adjacent to the rear of the Home, determined by an extension of the sidelines of the Home and a line parallel to and twenty (20) feet from the rear of the Home; and
   2. the porch, deck, terrace or patio, if any, which adjoins and is directly accessible from within the Home.

4. Attached Garages. The following Homes shall have as an additional appurtenance the exclusive, non-transferable right and easement to use the following designated attached garage spaces which are shown on the Condominium Plans.

   Home	Attached Garage Space	Home	Attached Garage Space
   2	2A & 2B	61	43B
   8	3A	62	10B
   9	37A & 37B	63	43A
   10	3B	65	30A & 30B
   16	5B	67	29B
   18	5A	69	29A
   19	32A & 32B	78	15A
   20	6B	80	15C
   22	6A	82	15B
   27	35A	89	18A
   29	35B	91	18B
   31	31B	92	19A
   33	31C	93	17A, 17B
   35	31A	94	19B
   40	7A & 7B	95	22B
   43	40A	97	22A
   45	40B	108	23B
   57	44A	110	23A
   59	44B	112	23C
   60	10A	114	24A

   The value of each attached garage space has been considered in determining the percentage interest in the common areas and facilities of the Home to which the garage space is appurtenant.

5. Free-Standing Garages. The Declarant reserved to itself in the original Master Deed, the right to transfer by deed(s), the exclusive right and easement to use the following so-called free-standing garage spaces which are not attached to any Home:
   

   122A	132A	142A	152A	164A	183B	194D	173B
   122B	132B	142B	152B	164B	183C	214A	173C
   123A	133A	143A	153A	164C	184A	214B	204A
   123B	133B	143B	153B	164D	184B	214C	204B
   123C	133C	143C	153C	174A	184C	214D	204C
   124A	134A	144A	154A	174B	184D	163A	204D
   124B	134B	144B	154B	174C	194A	163B
   124C	134C	144C	154C	174D	194B	163C
   124D	134D	144D	154D	183A	194C	173A

   Each free-standing garage space shall be transferable by deed, but only from one Homeowner to another Homeowner, and shall have attributable to it a .0002 percentage interest in the common areas and facilities which shall be appurtenant to the Home to which the free-standing garage space is an appurtenance and shall be transferred with any transfer of the free-standing garage space to which it is attributable, whether or not such percentage interest is expressly mentioned or described in the deed of transfer.

   Notwithstanding the foregoing, garage spaces numbered 142A and 142B are attached to Homes numbered 56 and 58, respectively, although they shall retain all the characteristics of a free-standing garage space as set forth above, including an appurtenant percentage interest in the common areas and facilities and the right of transfer among Homeowners.

   Notwithstanding any provision of this Section 5E to the contrary, the right of transfer by deed among Homeowners of free-standing garage spaces shall be subject to the following restrictions: (a) no Homeowner shall transfer a free-standing garage space if such transfer would result in the transferring Homeowner’s Home having no free-standing garage space or attached garage space appurtenant to such Home after such transfer; and (b) no free-standing garage space may be retained by a former Homeowner after the recording with the Registry of an instrument pursuant to which such former Homeowner no longer possesses an ownership interest in any Home at Potter Pond according to the records of the Registry; and such instrument shall be deemed to include the exclusive right and easement to use any free-standing garage space of that Homeowner which has not, in such instrument or in an instrument recorded prior thereto, been deeded to another Homeowner at Potter Pond.

6. Description of the Common Areas and Facilities. The common areas and facilities (sometimes hereinafter referred to as the “Common Elements”) of Potter Pond comprise and consist of the following:

1. The Land together with the benefit of, and subject to, all rights, easements, reservations, conditions and restrictions of record as the same may be in force and applicable;
2. The foundations, structural columns, girders, beams, supports, exterior walls, interior floor and ceiling joists, including all wall studding necessary to provide the structural integrity of the exterior walls and roofs of the buildings, and the bearing common walls between the Homes in the buildings;
3. All water and electric lines, chimneys and chimney flues and flue liners (but not fireplaces, fireboxes or fireplace inserts located within any Home and serving the same exclusively, which shall constitute part of each such Home), conduits, ducts, pipes, plumbing, wiring, flues and other facilities for the furnishing of utility services which are located outside of a Home, or which are located within portions of any building and contribute to the support of any Home or to the service and/or support of one or more other Homes and/or common areas and facilities, but not including the lighting, heating and plumbing fixtures and kitchen and bathroom cabinets located within any Home and serving the same exclusively;
4. All facilities identified in the preceding Section 6C contained within any Home which serve parts of the Condominium other than the Home within which such facilities are contained;
5. The yards, lawns, ponds, gardens, bulkheads (including their foundations, exterior doors, and steps, but not including doors which open directly into or from a Home interior), roadways, driveways, walkways, garages, outdoor parking areas and the improvements thereon and thereof, including walls, railings, steps, lighting fixtures and plants, subject to the exclusive rights to use thereof and obligations thereon as herein and in the Bv-laws provided;
6. Any master television antenna systems and other facilities thereof, if any there be.
7. The Limited Common Elements (including, without limitation, those identified in Section 5C) located outside the boundaries of the Homes, subject to the exclusive rights to use thereof and obligations thereon as herein and in the By-laws provided; and
8. All other items delineated as such in the Condominium Law and located on the Land of the Condominium.

The Common Elements shall be subject to the provisions of this Amended and Restated Master Deed, the Declaration of Trust, including the By-laws contained therein, and the Rules and Regulations as may be promulgated thereunder with respect to the use and maintenance of such Common Elements.

7. Percentage Interest in Common Elements. The Homeowner(s) of each Home shall be entitled to an undivided interest in the Common Elements of the Condominium (hereinafter sometimes referred to as the “Undivided Interest” or the “percentage interest”) in the percentage specified for that Home in Schedule B attached hereto and made a part hereof by reference.

The determination of the percentage interest of the respective Home in the Common Elements has been made in accordance with. the requirements of the Condominium Law. The value of any attached garage space, as described in Section 5D of this Master Deed, has been considered in determining the percentage interest attributable to the Home to which it is an appurtenance. However, those Homes which have as an appurtenance a garage space or spaces in a free-standing garage, as described in Section 5E of this Master Deed, including garage spaces numbered 142A and 142B, shall have the additional percentage interest in the Common Elements shown on Schedule B attached hereto for each such free-standing garage space.

8. Site Plans and Floor Plans. The following site plans (“Site Plans”) and floor plans (“Floor Plans”) of the Condominium have been recorded with the Registry:

1. Phase One Site Plans (8 sheets) entitled “Potter Pond, Phase One, Site Plan in Lexington, Mass.” (3 sheets); “Potter Pond, Proposed Phase Two Site Plan, in Lexington, Mass.” (2 sheets); and “Potter Pond, Proposed Phase Three Site Plan, in Lexington, Mass.” (3 sheets), all dated December 1, 1980 and prepared by Hayes Engineering, Inc., recorded with the Registry in Book 14168, Page 426, as amended (Phase One Sheets 1,2 and 3) by amended plans recorded with and as part of Amendment Number 1 to Master Deed in Book 14377, Page 238.
2. Phase One Floor Plans (21 Sheets) entitled “Phase One, Potter Pond Condominium Plans, Lexington, Massachusetts, Royal Barry Wills Associates, Inc., Architects, Boston, Massachusetts,” dated December 15, 1980, recorded with the Registry in Book 14168, Page 426, as amended (Sheets 10, 11 and 12) by amended plans recorded with and as part of Amendment Number 1 to Master Deed in Book 14377, Page 238.
3. Phase Two Site Plans (2 Sheets) entitled “Potter Pond, Phase Two Site Plan in Lexington, Mass.”, dated October 21, 1981, prepared by Hayes Engineering, Inc., together with an additional sheet entitled “Potter Pond Key Map in Lexington, Mass.”, recorded with and as part of Amendment Number Two (Amended and Restated Master Deed Creating Phase Two of Potter Pond) in Book 14469, Page 215.
4. Phase Two Floor Plans (10 Sheets) entitled “Phase Two Potter Pond Condominium Complex, Lexington, Massachusetts, Royal Barry Wills, Inc., Architect, Boston, Massachusetts,” dated 11/2/81, recorded with and as part of said Amendment Number Two in Book 14469, Page 215.
5. Phase Three-A Site Plans (2 Sheets) entitled “Potter Pond, Phase Three-A Site Plan, Lexington, Mass.” dated December 27, 1983, prepared by Hayes Engineering, Inc., recorded with and as part of Amendment Number Three (Amended and Restated Master Deed Creating Phase Three-A of Potter Pond) in Book 15391, Page 438.
6. Phase Three-A Floor Plans (9 Sheets) entitled “Phase Three-A at Potter Pond, Lexington, Massachusetts, Royal Barry Wills Associates, Architects, Boston, Massachusetts”, dated December 15, 1983, recorded with and as part of said Amendment Number Three in Book 15391, Page 438.
7. Site Plan showing all phases (1 Sheet) entitled “Site Plan ‘Potter Pond’ Condominium, Lexington, Mass.,” dated February 15, 1984, prepared by Hayes Engineering, Inc., recorded with and as part of Amendment Number Four (Amended and Restated Master Deed Creating Phase Three-B of Potter Pond) in Book 15625, Page 112.
8. Phase Three-B Site Plan (1 Sheet) entitled “Potter Pond, Phase Three-B Site Plan, Lexington, Mass.” dated June 6, 1984, by Hayes Engineering, Inc., recorded with and as part of said Amendment Number Four in Book 15625, Page 112.
9. Phase Three-B Floor Plans (6 Sheets) entitled “Phase Three-B at Potter Pond, Lexington, Massachusetts, Royal Barry Wills Associates, Architects, Boston, Massachusetts”, dated June 8,1984, recorded with said Amendment Number Four in Book 15625, Page 112, amended by revised Sheet 4 recorded with and as part of Amendment Number Five to Master Deed of Potter Pond Condominium in Book 15669, Page 001.
10. Phase Three-C Site Plan (2 Sheets) entitled “Potter Pond Phase Three-C Site Plan, Lexington, Mass.,” dated October 22, 1984, recorded with and as part of Amendment Number Six (Amended and Restated Master Deed creating the Final Phase, Phase III of Potter Pond) in Book 15858, Page 282.
11. Phase Three-C Floor Plans (6 Sheets) entitled “Phase Three-C at Potter Pond, Lexington, Massachusetts, Royal Barry Wills Associates, Architects, Boston, Massachusetts,” dated September 14, 1984 and recorded with and as part of said Amendment Number Six in Book 15858, Page 282.

The Floor Plans and Site Plans are sometimes herein collectively referred to as the “Condominium Plans” and show the layout and location of the Homes and garages and the numbers and dimensions of the Homes, show the cluster (building) numbers (names), and bear the verified statement of a registered architect, engineer, or land surveyor, certifying that the plans fully and accurately depict the layout, location, Home (unit) number and dimensions of the Homes (units) as built.

Said plans further show the location of certain of the Common Areas and certain of the Common Facilities. Additionally, the site plans show the approximate location of the building(s) and certain of the Common Elements.

9. Common Easements and Right of Access. Each Homeowner shall have an easement in common with the Homeowners of all other Homes to use (a) the steps, walkways, roads, and driveways so as to afford ingress and egress to each respective Home; and (b) all pipes, wires, ducts, flues, cables, conduits, utility lines, and other Common Elements located in any of the other Homes or elsewhere in the Condominium and serving his Home. Each Home shall be subject to an easement in favor of the Homeowners of the other Homes to use the pipes, wires, ducts, flues, cables, conduits, utility lines, and other Common Elements located in such Home and serving such other Homes. The Trustees, and any of them, any manager or managing agent, and any other person authorized by the Trustees or by any manager or the managing agent, shall have a right of access to each Home at reasonable times and upon reasonable notice, except in emergencies, for the purpose of making inspections or for the purpose of correcting any conditions originating in any Home or threatening another Home or Common Element or adversely affecting the Common Elements, or for the purpose of obtaining access to, and performing installations, alterations or repairs to the mechanical or electrical services or other Common Elements in any Home or elsewhere in the Building(s), or for any other purpose permitted by this Master Deed or the Declaration of Trust. In case of an emergency, such right of entry shall be immediate, by any appropriate means, whether the Homeowner is present at the time or not.

10. Encroachments. If any portion of the Common Elements now encroaches upon any Home, or if any Home now encroaches upon any other Home or upon any portion of the Common Elements, or if any such encroachment shall occur hereafter as a result of (a) alteration or repair to the Common Elements made by or with the consent of the Trustees, or (b) settling of all or any portion of the building(s), or (c) repair or restoration of the building(s) or any Home after damage by fire or other casualty, or (d) condemnation or eminent domain proceedings, a valid easement shall exist for such encroachment and for the maintenance of the same so long as the building(s) stand.

11. Intended Use. The buildings and the Homes are intended to be used solely for residential purposes, and the Common Elements are intended for uses incidental thereto. With the prior written consent of the Trustees, the Homes and buildings and other Common Elements may be used for such other lawful purpose, or purposes, as shall not interfere with, nor conflict with, the provisions of this Master Deed or the restrictions contained in the Declaration of Trust.

12. Restrictions on Use. The use of the Homes, the building(s) and the other Common Areas and Facilities shall, in addition to those restrictions and requirements contained herein and in the Declaration of Trust, be restricted as follows:

1. Use of Homes: Each Home is hereby restricted to residential and ancillary uses, as permitted by the Lexington Zoning By-law in a Residential Zone, and, unless otherwise permitted by applicable law, including by said Zoning By-law, no Home shall be used for any purpose other than residential housing, as follows: in the case of related individuals, for one family, but with no more than two persons per bedroom; and, in the case of unrelated individuals, for no more than two (2) persons per bedroom with a maximum of four (4) unrelated individuals per Home, regardless of the total number of bedrooms in the Home. The number of bedrooms in a Home, for purposes of this provision, shall be established by the number of bedrooms identified on the floor plans of the Condominium recorded with the Master Deed, as such Master Deed and plans may be amended. Notwithstanding the foregoing, to the extent permitted by the Lexington Zoning By-law, a person residing in any Home may maintain therein a personal office for his professional and/or business use, provided that no employees or persons other than such resident of the Home shall engage in any such activities in the Home and no such office shall be advertised or held out or used as a place for service to clients, patients or customers.
2. Parking and Storing: The garages, parking areas, driveways and roads upon the Land of the Condominium shall be subject to the following restrictions:
   1. Parking shall be permitted in the garages, in the off-street parking areas designated from time to time by the Trustees, and on the driveways, provided that parking in such off-street parking areas and driveways shall not impede ingress or egress to any garage. Notwithstanding the foregoing:
      1. unregistered and/or inoperable motor vehicles, commercial trucks, vehicles with commercial plates, oversized vehicles, boats, campers, trailers, or other non-motor vehicles, items or goods shall only be parked or stored inside garages in which same fit so as to permit the garage door(s) to close;
      2. on-street overnight parking is not permitted at any time on the roads of the Condominium;
      3. subject to applicable law, motor vehicles, commercial trucks, vehicles with commercial plates, oversized vehicles, boats, campers, trailers, and/or other non-motor vehicles (whether such vehicles are registered or unregistered, whether operable or inoperable) which are determined by the Trustees to be in violation of the provisions of this Section 12B shall be subject to towing or other removal from the Premises of the Condominium, and the Homeowner and the tenant and/or other occupant (as the case may be) of the subject Home shall be liable to the Condominium Trust for the cost and/or expense of towing or removal thereof and, if applicable, of the storage thereof;
      4. motor vehicles and/or equipment intended or utilized for the maintenance or repair of the Condominium, or any portion thereof, by or for the Condominium Trust may be parked or stored in such of the Common Elements (except in an Attached Garage or Free-Standing Garage, unless with the prior consent of the subject Homeowner) as may be designated from time to time by the Trustees; and
      5. motor vehicles and/or equipment necessary for the maintenance or repair of a Home, or any portion thereof including its Limited Common Elements, by or for a Homeowner (including the tenant or other occupant of such Home, in the case of an approved tenancy or occupancy under Section 12C) , may be parked in such area(s) of the Common Elements as the Trustees may designate after prior written approval by the Trustees of a prior written request from the subject Homeowner (or the tenant or other occupant of such Home, in the case of an approved tenancy or occupancy under Section 12C), such request to be submitted in writing in the case of maintenance or repair work exceeding one day in duration.

3. Rentals: No Home may be leased or rented unless upon a written agreement therefor and for a term of no less than six months; and provided further that (1) a copy of said agreement is delivered to the Trustees prior to the occupancy thereunder; (2) said agreement contains a clause whereby the occupants (which term, as used hereafter in this Section 12C shall include lessees, tenants and renters) agree to be bound by this Master Deed, the Declaration of Trust and the Rules and Regulations promulgated pursuant thereto, copies of which the Trustees shall provide to the occupants upon request and upon payment of such reasonable fee for copying as the Trustees may determine; (3) it shall be deemed hereby during the period of such occupancy that the Homeowner has irrevocably appointed and constituted the Trustees as the Homeowner’s attorney-in-fact to seek, at the Homeowner’s expense, the eviction, equitable relief and/or damages of and/or from such occupants upon any breach of the clause in said agreement required by provision (2) of this paragraph, or in the event of the creation, continuance or sufferance of a nuisance in or about the Premises by such occupants, provided that the Trustees first give the Homeowner notice of said violation and a reasonable period to effect a cure; (4) the lease or rental agreement is for the entire Home ; (5) no subletting is permitted; and (6) in no event shall it be deemed that a landlord/tenant relationship exists between the Trust or Trustees and the occupant of the Home.

   If such an occupant of a Home violates or disregards the provisions of this Master Deed, the Declaration of Trust and/or the Rules and Regulations, the Trustees shall so notify the Homeowner and, in addition to all other remedies of the Trustees, such Homeowner shall thereupon be precluded from extending or renewing the tenancy or occupancy of such occupant beyond the term in effect at the time of such notice.

4. Architectural Integrity. The architectural integrity of the Building(s) and the Homes shall be preserved and to that end: no deck, balcony, porch, terrace, patio, greenhouse, sunroom, garden or yard enclosure, awning, screen, antenna, sign, banner or other device, and no exterior change, addition, structure, projection, decoration or other feature shall be erected, applied to, or placed upon or attached to any Home, or any part thereof, on the Buildings or upon any other Common Element; and no addition to or change or replacement of any exterior light, door knocker or other exterior hardware shall be made; and no painting, attaching of decalcomania or other decoration shall be done on any exterior part or surface of any Home nor on the interior surface of any window without, in each instance, the express prior consent thereto in writing by the Trustees. In maintaining, repairing, replacing and coating the exterior doors and windows of the Homes, Homeowners shall use such materials as are consistent, in terms of quality, appearance and color, with the existing design, construction, color and appearance of Potter Pond, unless first having received the express written consent of the Trustees.

   No Homeowner shall place or cause to be placed in or on any of the Common Elements, other than the Limited Common Elements to which such Homeowner has exclusive rights, any furniture, packages or objects of any kind, nor shall any such area be utilized for other than its intended purpose. Other than chairs, benches, tables, outdoor umbrellas, portable barbecues, of such number and nature, and of such type, as are actively used for residential purposes, no goods, materials, awnings, fixtures, or paraphernalia are to be affixed or stored on or in the Limited Common Elements (including, without limitation, the decks, porches, yards and patios), except with the prior written approval of the Trustees, and/or as is permitted by federal, state or local law, regulation or ordinance.

   The foregoing restrictions, however, shall not be construed to restrict a Homeowner’s right to decorate the interior of his or her Home as he or she should so determine; provided, however, as follows: (a) that to the extent window treatments are visible from the exterior of a Home, the visible portion (i.e., the portion facing outward toward the exterior of the Home) shall be of color and design, if any, which is reasonably consistent with the existing design and appearance of the exterior surfaces of the Homes at Potter Pond; and (b) that to the extent any other such decoration, when viewed from the exterior of any Home, if such shall be so viewable, detracts from the aesthetic or architectural integrity of the building(s), the Homeowner may be required to undertake reasonable measures to ameliorate such detraction.

   Further, such restrictions shall not be construed to restrict a Homeowner’s right, subject to this Master Deed, the provisions of the By-laws of Potter Pond Association and the Rules and Regulations promulgated thereunder, to move, remove, alter or change any interior, non-structural, wall or partition, nor change the use and/or designation of any room within his/her/their Home; provided, however, that such shall not adversely affect the structural integrity of the Building(s) nor overload the Building(s) systems and provided further, that (1) reasonable advance notice thereof is given to the Trustees; (2) all reasonable and necessary instruments in amendment of the Master Deed and all plans to be filed therewith are provided in advance to the satisfaction of the Trustees, such amendment requiring no consents other than those of the Trustees; (3) all necessary and proper permits and/or approvals are obtained from appropriate governmental authorities; (4) all such work is performed in a good and workmanlike manner; and (5) all conditions as may be reasonably imposed by the Trustees are satisfied.

   Notwithstanding any provision of the preceding paragraph to the contrary, no Homeowner shall make any addition, alteration or improvement in or to his or her Home which (a) may affect the Common Elements or any portion thereof, the structural integrity of the building(s), or any other Home; (b) which may affect the dimensions of a Home; or (c) which may cause any dislocation of or interruption to the Common Elements, without the prior written consent of the Trustees. Any Homeowner desiring to make such an addition, alteration or improvement shall request approval by notifying the Trustees, in writing, setting forth in reasonable detail the nature of such addition, alteration or improvement and the value thereof. The Trustees may prescribe a form or forms to be used by a Homeowner in seeking the prior written consent of the Trustees. The Trustees shall respond, in writing, to any such written request within sixty (60) days of the actual receipt by the Trustees of such written request. The Trustees may respond to any such request as they deem appropriate in the circumstances including, without limitation, by approving the request, in whole or in part, with or without conditions; by denying the request, in whole or in part; or by requesting further information from the Homeowner before rendering a decision. Any consent issued subject to conditions may be revoked at any time by the Trustees upon their determination that the Homeowner has failed to comply with the provisions hereof or with any conditions set by the Trustees in conjunction with its approval of such Homeowner’s request. Without limitation, the Trustees may set the following as conditions for approval of any such requests:

   1. That the Homeowner submit a set of plans, stamped by a registered architect or professional engineer licensed in Massachusetts, and written specifications for the proposed work, such plans and specifications to be paid for by the Homeowner;
   2. That the Homeowner submit a statement from a registered architect or professional engineer licensed in Massachusetts certifying that the work, if undertaken as designed, will not adversely affect the structural integrity of the subject building, other Homes and/or the Common Elements;
   3. That all necessary and proper permits and/or approvals be obtained by or for the Homeowner from the appropriate governmental authorities, with copies submitted to the Trustees prior to the commencement of work, and that all such work conform to the requirements of all applicable laws and codes;
   4. That all contractors which will perform any portion of such work shall be insured to the reasonable satisfaction of the Trustees, including such coverages and coverage limits as the Trustees may determine is reasonable and consistent with the requirements of this Master Deed and the Declaration of Trust of Potter Pond as the same may be amended, and that such contractors submit Certificates of Insurance or other evidence of insurance coverage acceptable to the Trustees, and in such form as the Trustees may determine, prior to the commencement of work;
   5. That all such work be undertaken at the cost and expense of the Homeowner and be performed in a good and workmanlike manner to a standard at least equal to the existing construction;
   6. That the work shall be performed during such hours and on such days of the week as may be specified by the Trustees, and that all work be completed within such total period of time as may be specified by the Trustees;
   7. That completion certificates for all permitted work be provided to the Trustees, upon request;
   8. That the Trustees, or their authorized agents, be permitted reasonable access to the work site to determine that such work is proceeding, and is completed in accordance with the conditions which may be set by the Trustees;
   9. That the Homeowner submit a statement from a registered architect or professional engineer licensed in Massachusetts certifying that the work has been performed in accordance with the approved plans, specifications and other requirements established for the work, in accordance with applicable law and codes, and in a good and workmanlike manner;
   10. That the Homeowner enter into an agreement to be solely responsible for the repair, maintenance and/or replacement of the addition, alteration or improvement so constructed, including the exterior Common Elements thereof, if any;
   11. That the Homeowner pay for the preparation and recording of any amendment to the Master Deed, including the floor plans, and/or the recording of an easement, as may be required in connection with the work; and
   12. That the Homeowner agree to indemnify and hold harmless the Trustees and other Homeowners from and against all damage to property and injury to persons related or pertaining to the performance of the permitted work.

5. Pets. Subject to the restrictions and conditions contained in this Section, common household pets, excluding dogs, may be kept in the Homes. All pets so kept shall be registered with the Potter Pond Association in such a manner as may be determined by the Board of Trustees. Under no circumstances shall any pet be kept, bred, or maintained on the property for commercial or breeding purposes. The Homeowner shall be responsible for ensuring that any pet kept in the Home meets all licensing and inoculation requirements of local authorities, and each pet owner shall provide the Board with documentation of conformity with any such licensing or inoculation requirements if so requested by the Board. In no event shall any pet be permitted in any of the Common Elements of the Condominium unless carried in a pet carrier.

   The Homeowner of a Home where a pet is kept or maintained shall be responsible and may be assessed by the Board of Trustees of all damages to person or property resulting from the maintenance of said pet, and shall be responsible for any costs incurred by the Association in enforcing this restriction and/or any Rules prescribed by the Trustees for the control and regulation of pets in the Condominium. Each such Homeowner shall indemnify and hold the Trustees harmless against any such loss or liability resulting from said pet.

   If the Trustees, in their sole discretion, shall determine that any pet kept in a Home is causing or creating a nuisance or unreasonable disturbance or noise or is otherwise being kept in violation of the terms of this Section 12E, they shall send or cause to be sent written notice to the Homeowner notifying the Homeowner that if said violation continues, the Homeowner may be fined and/or the pet will have to be permanently removed. Any Homeowner receiving such a notice shall have seven days from the date of the mailing of the notice to request a hearing before the Trustees regarding the alleged violations. If no hearing is requested, or if after a hearing the Trustees determine that a violation exists, the Trustees (a) may fine the Homeowner for such violation and each day of continuing violation after the date of mailing of such written notice to the Homeowner, and/or (b) may order that the pet be permanently removed by a date certain by sending a written memorandum of that decision to order removal to the Homeowner. Any Homeowner who continues to keep or permit to be kept a pet in the Home after the Trustees order its removal shall be fined and may be subject to legal action instituted by the Trustees to enforce any order of removal. A tenant or occupant of a Home may maintain a pet under and pursuant to the provisions hereof, provided that the Homeowner and the tenant or occupant of the subject Home first have complied in all respects with the restrictions set forth in Section 12C of this Master Deed. Fines imposed by the Trustees pursuant hereto shall be in accordance with Article VI, Section 6.1(m) of the By-laws contained in the Declaration of Trust, as the same may be amended. In the event of a conflict between the provisions of this Section 12E and the provisions of Section 6.17 of the Declaration of Trust, as amended, the provisions of this Section 12E shall control.

6. No Home shall be used or maintained in a manner contrary to or inconsistent with the provisions of this Master Deed, the Trust, the Rules and Regulations promulgated pursuant thereto, or the Condominium Law, and all use shall be conducted in a manner consistent with the comfort and convenience of the occupants of the other Homes.
7. No Home shall have a thermostat set at, and no Home shall be maintained at an ambient temperature of, less than sixty degrees (60^o) Fahrenheit during such time or times as is necessary to prevent the freezing of any and all pipes within the building(s), as a failure to maintain such ambient temperature may result in a denial of coverage of any casualty loss resulting from such failure under the master policies of insurance of the Condominium;
8. No nuisance shall be allowed in or upon the Condominium nor shall any use or practice be allowed which interferes with the peaceful possession or proper use of the Condominium by its residents;
9. No legally immoral, improper, offensive, or other unlawful use shall be made of the Condominium, or any part thereof, and all valid laws, ordinances, rules and regulations of all governmental bodies having jurisdiction thereof shall be observed. Violations of laws, orders, rules, regulations or requirements of any governmental entity relating to any Home and/or its Limited Common Elements shall be eliminated by and at the sole expense of the Homeowner of such Home, including upon demand therefor by the Trustees. Any such violation occurring in or to the Common Elements shall be eliminated by the Trustees, except as may be otherwise provided for herein;
10. No use of the Common Elements shall be made save for the furnishing of the services and facilities for which they are reasonably suited and which are incident to the use and occupancy of the Homes; and

11. No Home, or other area to which a Homeowner has exclusive rights, shall be maintained or used in such a manner as to detract from the value of the other Homes or the Condominium as a whole.

    The foregoing restrictions shall be for the benefit of the Homeowners and the Trustees, and may be administered on behalf of the Homeowners by the Trustees. These restrictions shall, insofar as permitted by law, be perpetual, and to that end they may be extended at such time or times and in such manner as permitted or required by law for the continued enforceability thereof.

13. Homes Subject to Master Deed and Condominium Trust. All present and future Homeowners, tenants, visitors, servants and occupants of Homes shall be subject to, and shall comply with, the provisions of this Master Deed, the Declaration of Trust, and the Rules and Regulations promulgated pursuant thereto, as they may be amended from time to time, and the items of record affecting title to the Property. The acceptance of a deed or conveyance of a Home or the entering into occupancy of any Home shall constitute an agreement that the provisions of this Master Deed, the Declaration of Trust, and the Rules and Regulations promulgated pursuant thereto, as they may be amended from time to time, and the said items of record affecting title to the Property, are accepted and ratified by such Homeowner, tenant, visitor, servant or occupant, and all of such provisions shall be deemed and taken to be covenants running with the land and shall bind any person having at any time any interest or estate in such Home, as though such provisions were recited and stipulated at length in each and every deed, conveyance, mortgage or lease thereof. A violation of the provisions of this Master Deed, the Home (Unit) Deeds, the Declaration of Trust (including the By-laws contained therein), or the Rules and Regulations promulgated pursuant thereto by any such person shall be deemed a substantial violation of the duties and obligations of a Homeowner, and the Trustees shall be entitled to such relief as is provided for or permitted thereunder, as well as at law, including, without limitation, the recovery of fines, damages, attorney’s fees and costs, and for injunctive relief.

14. No Partition or Severance. No Homeowner shall execute any deed, lease, mortgage or other instrument conveying or mortgaging title to his Home without including therein the Appurtenant Interests, it being the intention hereof to prevent any severance of such combined ownership (except with respect to free-standing garage spaces to the extent provided under Section 5E above). Any such deed, lease, mortgage or other instrument purporting to affect one or more of such interests, without including all such interests, shall be deemed and taken to include the interest or interests so omitted, even though the latter shall not be expressly mentioned or described therein. No part of the Appurtenant Interests of any Home may be sold, leased, transferred or otherwise disposed of, except as part of a sale, lease, transfer or other disposition of the Home to which such interests are appurtenant, or as part of a sale, lease, transfer or other disposition of such part of the Appurtenant Interests of all Homes.

“Appurtenant Interests”, as used in this Master Deed shall include (i) the Undivided Interest of such Home in the Common Elements appurtenant thereto; (ii) the exclusive right of such Homeowner to use the Limited Common Elements to which said Homeowner has an exclusive right of use; (iii) the interest of such Homeowner in any Home theretofore acquired by the Trustees or their designee, on behalf of all Homeowners, or the proceeds of the sale or lease thereof, if any; and (iv) the interest of such Homeowner in any other assets of the Condominium

Any deed to a purchaser, lease to a lessee, or other agreement for the occupancy of a Home, shall expressly provide, or in the absence of such be deemed to provide, that the acceptance thereof shall constitute an assumption of the provisions of the Master Deed, the Declaration of Trust, and the Rules and Regulations promulgated thereunder, as the same may be amended from time to time.

Notwithstanding any foregoing provisions of this Section 14 to the contrary, a free-standing garage space may be transferred in accordance with, and to the extent permitted by, the provisions of Section 5E of this Master Deed

15. Amendment of Master Deed. This Master Deed may be amended with the written consent of the Homeowners holding at least sixty-six and two-thirds (66 2/3 %) percent of the Undivided Interest herein, by an instrument signed and acknowledged by a majority of the Trustees of the Trust, and duly recorded with the Registry, provided, however, that:

1. All consents necessary thereto have been obtained within six (6) months of the date of signature of the first consent;
2. No instrument of amendment which alters the dimensions of any Home shall be of any force or effect unless the same has been signed by the Homeowner of the Home so altered and the same has been assented to in writing by all holders of all mortgages of record on said Home; and
3. No instrument of amendment which alters the Undivided Interest of any Home shall be of any force or effect unless the same has been signed by all Homeowners whose Undivided Interest is affected and the same has been assented to in writing by all holder(s) of all mortgages of record on such Home(s).
4. No instrument of amendment which alters this Master Deed in any manner which would render it contrary to or inconsistent with any requirements or provisions of Massachusetts General Laws, Chapter 183A shall be of any force or effect.

The foregoing notwithstanding, the Trustees shall have the power coupled with an interest to amend this Master Deed, by an instrument signed by a majority of their number and duly recorded with the Registry, (1) to correct any scrivener’s and/or technical error made herein; or (2) to make this Master Deed comply with Massachusetts General Laws, Chapter 183A, and other applicable state or federal laws or regulations; or (3) to comply with rules or regulations promulgated by the Federal National Mortgage Association (FNMA) and/or the Federal Home Loan Mortgage Corporation (FHLMC), and/or other so-called secondary mortgage market agencies; or (4) to satisfy applicable insurance requirements. This power may be exercised not only to add additional provisions, but also to delete theretofore required provisions should such no longer be required.

16. Provisions for the Protection of Mortgagees. Notwithstanding anything in the Master Deed, the Declaration of Trust or the Rules and Regulations promulgated pursuant thereto to the contrary, the following provisions shall apply for the protection of the holders of the first mortgages of record (hereinafter “First Mortgagee” or “First Mortgagees”) with respect to the Homes and shall be enforceable by any First Mortgagee:

1. In the event that the Homeowners shall amend the Master Deed or the Declaration of Trust to include therein any right of first refusal in connection with the sale of a Home, such right of first refusal shall not impair the rights of a First Mortgagee to:
   1. foreclose or take title to a Home pursuant to the remedies provided in its mortgage; or
   2. accept a deed (or assignment) in lieu of foreclosure in the event of default by a mortgagor; or
   3. sell or lease a Home acquired by the First Mortgagee.
2. Any First Mortgagee or other person who takes title to a Home through a foreclosure sale duly conducted by a First Mortgagee shall be exempt from any such right of first refusal adopted by the Homeowners and incorporated in this Master Deed or the Declaration of Trust;
3. Except as may be otherwise provided by applicable law, including, without limitation, the limited priority lien provisions of Chapter 183A, Section 6(c), any First Mortgagee who obtains title to a Home by foreclosure or pursuant to any other remedies provided in its mortgage or by law shall not be liable for such Home’s unpaid common expenses which accrued prior to the acquisition of title to such Home by such First Mortgagee;
4. Except as provided by statute, in case of condemnation or substantial loss to the Homes and/or Common Elements of the Condominium, in addition to any requirement of Sections 15 and/or 23 of this Master Deed, unless sixty-seven percent (67%) of the First Mortgagees (based upon one vote for each first mortgagee owned) or of the Homeowners have given their prior written consent, the Homeowners and the Trustees of the Condominium Trust shall not be entitled to:
   1. by any act or omission, seek to abandon or terminate the Condominium; or
   2. change the pro rata interest or obligations of any individual Home for the purpose of:
      1. levying assessments or charges or allocating distributions of hazard insurance proceeds or condemnation awards; or
      2. determining the pro rata share of ownership of each Home in the Common Elements; or
   3. partition or subdivide any Home; or
   4. by any act or omission, seek to abandon, partition, subdivide, encumber, sell or transfer the Common Elements of the Condominium, provided that the granting of easements for public utilities or for other public purposes consistent with the intended use of the Common Elements shall not be deemed a transfer in the meaning of this clause; or
   5. use hazard insurance proceeds on account of losses to either the Homes or the Common Elements of the Condominium for other than the repair, replacement or reconstruction thereof.
5. Consistent with the provisions of Chapter 183A, all taxes, assessments and charges which may become liens prior to a first mortgage under the laws of the Commonwealth of Massachusetts shall relate only to the individual Homes and not to the Condominium as a whole;
6. Except as provided by applicable law, in no event shall any provision of this Master Deed or the Declaration of Trust give a Homeowner or any other party priority over any rights of a First Mortgagee pursuant to its mortgage in the case of a distribution to such Homeowner of insurance proceeds or condemnation awards for losses to or for a taking of such Home and/or the Common Areas and Facilities;
7. Upon written request made to the Trustees, identifying its name and address and the address of the Home as to which the request pertains, a First Mortgagee, shall be entitled to:
   1. written notification from the Trustees of any default by its borrower who is an owner of a Home with respect to any obligation of such borrower under this Master Deed or the provisions of the Declaration of Trust which is not cured within sixty (60) days;
   2. receive timely written notification from the Trustees of any damage by fire or other casualty to the Home upon which the First Mortgagee holds a first mortgage or any proposed taking by condemnation or eminent domain of said Home or the Common Areas and Facilities of the Condominium;
   3. receive timely written notification of any lapse, cancellation or material modification of any insurance policy or fidelity bond maintained by the Trust; and
   4. receive timely notice of any proposed action which requires the consent of a specified percentage of First Mortgagees as specified in this Master Deed, the Declaration of Trust, and the Rules and Regulations promulgated pursuant thereto.
8. Any agreement for professional management of the Condominium shall provide for termination by either party without cause and without payment of a termination fee on no more than ninety (90) days’ notice.

17. Conflicting Provisions. If any provisions of this Master Deed shall be invalid or shall conflict with Chapter 183A, as amended, or if any provision of this Master Deed conflicts with any other provision thereof or with any provision of the Declaration of Trust, then the following rules of construction shall be used:

1. In the event of a conflict between the Master Deed and said Chapter 183A, as amended, the provisions of Chapter 183A shall control;
2. In the event of a conflict between this Master Deed and the Declaration of Trust, this Master Deed shall control.
3. In the event of a conflict between any numerical voting requirements for action set forth in Section 16 of this Master Deed and any other such requirements for action set forth in any other provision of this Master Deed, the provisions requiring the greater percentage or fraction for action to be taken or avoided shall control.

18. Invalidity. The invalidity of any provision of this Master Deed shall not be deemed to impair or affect in any manner the validity, enforceability or effect of the remainder of this Master Deed and, in such event, all of the other provisions of this Master Deed shall continue in full force and effect as if such invalid provision had never been included herein.

19. Waiver. No provision contained in this Master Deed shall be deemed to have been abrogated or waived by reason of any failure to enforce the same, irrespective of the number of violations or breaches which may occur.

20. Captions. The captions herein are inserted only as a matter of convenience and for reference, and in no way define, limit or describe the scope of this Master Deed nor the intent of any provision hereof.

21. Gender. Terms of gender shall be interchangeable, as shall be terms reflecting the singular and plural.

22. Chapter 183A. The Homes and Common Areas and Facilities, and the Homeowners and Trustees, shall have the benefit of, and be subject to, the provisions of Chapter 183A in effect upon the date of execution of this Master Deed, and any future amendments thereto. In all respects not specified in this Master Deed or in the Declaration of Trust, they shall be governed by the provisions of Chapter 183A in their relation to each other and to the Condominium established hereby, including, without limitation, provisions thereof with respect to removal of the Condominium premises or any portion thereof from the provisions of Chapter 183A. All terms and expressions herein used which are defined in Section 1 of Chapter 183A shall have the same meanings herein unless the context otherwise requires. All terms and expressions contained herein which are capitalized shall, unless the context or the definitions contained in Section 1 of Chapter 183A otherwise require, have the meanings set forth in this Master Deed or under Article 1 (“Definitions”) of the Declaration of Trust of Potter Pond Association, dated December 16, 1980, and recorded with the Registry in Book 14168, Page 448, as amended.

23. Duration. The Homeowners may remove all or a portion of the Condominium from the provisions of Chapter 183A of the General Laws, in accordance with the provisions set forth in Section 19 of said Chapter 183A (or successor to said Section 19), as the same may be amended.

The Condominium, Phases One, Two, Three-A, Three-B, and Three-C consists of the following types of Homes:

Each Home shall have appurtenant thereto the exclusive rights and easements, exercisable subject to and in accordance with the provisions and requirements of this Master Deed and the provisions of the By-laws of the Potter Pond Association and the rules and regulations promulgated pursuant thereto, to use the following:

1. the yard area, if any, adjacent to the rear of the Home, determined by an extension of the sidelines of the Home and a line parallel to and twenty (20) feet from the rear of the Home; and
2. the porch, deck, terrace or patio, if any, which adjoins and is directly accessible from within the Home.

Certain Homes shall have an exclusive easement to use a garage space or spaces either designated in this Master Deed or in a deed from the Declarant.

Each Home has immediate access to the land adjacent to the Home which is part of the common areas.

The location of each Home in the Condominium, its designation, description by type, number of rooms (exclusive of baths and entry hall, attic and basement, if any) and approximate floor area (excluding crawl space and storage space, if any) are found in a table included in Schedule A of the original version of this Master Deed.

The beneficial interest of each home, excluding the unit’s ownership of space in free-standing garages, is listed in the table below.

* Each free-standing garage (F.S.G) space contributes .0002 to the beneficial interest.