TERM LOAN AGREEMENT

                     DATED DECEMBER 15, 1997

                              among

               WALDEN RESIDENTIAL PROPERTIES, INC.,

            WALDEN/DREVER OPERATING PARTNERSHIP, L.P.

                               and

                        BANKBOSTON, N.A.,

                      THE OTHER BANKS WHICH
                  ARE A PARTY TO THIS AGREEMENT,

                               and

                 THE OTHER BANKS WHICH MAY BECOME
                    PARTIES TO THIS AGREEMENT

                               and

                        BANKBOSTON, N.A.,
                        AS MANAGING AGENT




<PAGE>
                       TERM LOAN AGREEMENT


    THIS TERM LOAN AGREEMENT is made the 15th day of December,
1997, by and among WALDEN RESIDENTIAL PROPERTIES, INC., a
Maryland corporation having its principal place of business at
One Lincoln Center, 5400 LBJ Freeway, Suite 400, LB45, Dallas,
Texas 75240 ("Walden"), WALDEN/DREVER OPERATING PARTNERSHIP,
L.P., a Delaware limited partnership having its principal place
of business at One Lincoln Center, 5400 LBJ Freeway, Suite 400,
LB45, Dallas, Texas 75240 ("WDOP"; Walden and WDOP are
hereinafter referred to collectively as the "Borrowers"),
BANKBOSTON, N.A., and the other lending institutions which may
become parties hereto pursuant to Section 18 (the "Banks"), and
BANKBOSTON, N.A., as Managing Agent for the Banks (the "Agent").

                            RECITALS.

    WHEREAS, WDOP, BankBoston and Agent have entered into that
certain Term Loan Agreement dated October 1, 1997, (the "Prior
Agreement"); and

    WHEREAS, Walden has executed and delivered to Agent and the
Banks a party to the Prior Agreement that certain Unconditional
Guaranty of Payment and Performance dated October 1, 1997 (the
"Prior Guaranty"); and

    WHEREAS, Borrowers have requested that Agent and the Banks
refinance the indebtedness evidenced by the Prior Agreement,
which shall facilitate the issuance of senior unsecured debt of
Walden; and

    WHEREAS, Agent and the Banks are willing to provide such
facility to Borrowers, upon the terms and conditions set forth
herein; and

    NOW, THEREFORE, in consideration of the recitals herein and
the mutual covenants contained herein, the parties hereto hereby
covenant and agree as follows:

    Section 1.  DEFINITIONS AND RULES OF INTERPRETATION.

    Section 1.1.  Definitions.  The following terms shall have the
meanings set forth in this Section l or elsewhere in the provisions of
this Agreement referred to below:

    Agent.  BankBoston, N.A. acting as managing agent for the
Banks, its successors and assigns.

    Agent's Head Office.  The Agent's head office located at 100
Federal Street, Boston, Massachusetts 02110, or at such other
location as the Agent may designate from time to time by notice
to the Borrowers and the Banks.

    Agent's Special Counsel.  Long Aldridge & Norman LLP or such
other counsel as may be approved by the Agent.

    Agreement.  This Term Loan Agreement, including the
Schedules and Exhibits hereto.

    Applicable Margin.  On any date that the lower of the
Implied Ratings issued from time to time by either of the Rating
Agencies for Walden is an Investment Grade Rating, the applicable
margin set forth below based on the lower of the Implied Ratings
issued by either of the Rating Agencies and the type of the Loan:

         Rating              Base Rate Loans               LIBOR
Rate Loans


    BBB+/Baa1 or better                0%                  1.00%

    BBB/Baa2                 0.125%                   1.125%

    BBB-/Baa3                     0.25%                    1.25%

provided, however, that on any date that the lower of the Implied
Ratings for Walden is not an Investment Grade Rating or Walden
has not obtained a rating from either of the Rating Agencies, the
Applicable Margin for Base Rate Loans shall be 0.50% and the
Applicable Margin for LIBOR Rate Loans shall be 1.375%.  In the
event of any change in an Implied Rating of Walden by either of
the Rating Agencies or if Walden's Implied Rating shall cease at
any time to be an Investment Grade Rating by either of the Rating
Agencies (but subject to the provisions within the definition of
the term "Investment Grade Rating"), such change shall effect a
change in the Applicable Margin on the first Business Day after
the Rating Notice Date.  It is the intention of the parties that
if Walden shall only obtain an Investment Grade Rating from one
of the Rating Agencies without seeking an Investment Grade Rating
from the other of the Rating Agencies, the Borrowers shall be
entitled to the benefit of the rate reductions described above;
provided that if Walden shall have obtained an Investment Grade
Rating from both of the Rating Agencies, the lower of the two
ratings (or the loss of the Investment Grade Rating from one of
the Rating Agencies thereafter), shall control.

    Arranger.  BancBoston Securities Inc.

    Asset Value.  The purchase price of Real Estate (including
improvements and related fixtures, personal property and
intangibles) and ordinary related purchase transaction costs
without deduction for depreciation, or if the Real Estate has
been developed by such Person, the completed construction costs
determined in accordance with generally accepted accounting
principles without deduction for depreciation.  If the Real
Estate is purchased as a part of a group of properties, the Asset
Value shall be calculated based upon a reasonable allocation by
such Person of the aggregate purchase price among all Real Estate
purchased in such transaction.

    Balance Sheet Date.  September 30, 1997.

    Banks.  BKB, the other lending institutions party to this
Agreement, and any other Person who becomes an assignee of any
rights of a Bank pursuant to Section 18 (but not including any
Participant, as defined in Section 18).

    Base Rate.  The annual rate of interest announced from time
to time by Agent at Agent's Head Office as its "base rate".  Any
change in the rate of interest payable hereunder resulting from a
change in the Base Rate shall become effective as of the opening
of business on the day on which such change in the Base Rate
becomes effective.

    Base Rate Loans.  Those Loans bearing interest calculated by
reference to the Base Rate.

    Borrowers.  As defined in the preamble hereto.

    BKB.  BankBoston, N.A.

    Borrowing Base.  The Borrowing Base shall be the amount
which is the lesser of (a) the maximum amount which, when added
to the total outstanding balance of all unsecured Indebtedness of
Walden and its Subsidiaries (including the Loans), would not
exceed fifty percent (50%) of the aggregate Asset Value of the
Unencumbered Operating Properties, and (b) the maximum amount
which, when added to the total outstanding balance of all
unsecured Indebtedness of Walden and its Subsidiaries (including
the Loans) would not exceed the Debt Service Coverage Amount for
the Unencumbered Operating Properties.

    Business Day.  Any day on which banking institutions located
in the same city and State as Agent's Head Office are located and
are open for the transaction of banking business and, in the case
of LIBOR Rate Loans, which also is a LIBOR Business Day.

    Capital Improvement Reserve.  For any period, an amount
equal to $200 per annum multiplied by the average total number of
apartment units owned by Walden and its Subsidiaries during such
period; provided, however, that at any time that Walden
capitalizes the cost of carpeting in its financial reporting,
such reserve shall be increased to $290 per unit per annum.

    Capitalized Lease.  A lease under which a Person is the
lessee or obligor, the discounted future rental payment
obligations under which are required to be capitalized on the
balance sheet of the lessee or obligor in accordance with
generally accepted accounting principles.

    CERCLA.  See Section 6.17(a).

    Closing Date.  The first date on which all of the conditions
set forth in Section 10 and Section 11 have been satisfied.

    Code.  The Internal Revenue Code of 1986, as amended.

    Commitment.  With respect to each Bank, the amount set forth
on Schedule 1 hereto as the amount of such Bank's Commitment to
make or maintain Loans to the Borrowers, as the same may be
changed from time to time in accordance with the terms of this
Agreement.

    Commitment Percentage.  With respect to each Bank, the
percentage set forth on Schedule 1 hereto as such Bank's
percentage of the aggregate Commitments of all of the Banks.

    Compliance Certificate.  See Section 7.4(e).

    Consolidated or combined.  With reference to any term
defined herein, that term as applied to the accounts of a Person
and its Subsidiaries, consolidated or combined in accordance with
generally accepted accounting principles.

    Consolidated Operating Cash Flow.  With respect to any
period of a Person, an amount equal to the Operating Cash Flow of
such Person and its Subsidiaries for such period consolidated in
accordance with generally accepted accounting principles.

    Consolidated Total Assets.  All assets of a Person and its
Subsidiaries determined on a consolidated basis in accordance
with generally accepted accounting principles; provided that all
real estate assets shall be valued on an undepreciated cost
basis.  The assets of a Person and its Subsidiaries on the
consolidated financial statements of such Person and its
Subsidiaries shall be adjusted to reflect such Person's allocable
share of such asset, for the relevant period or as of the date of
determination, taking into account (a) the relative proportion of
each such item derived from assets directly owned by such Person
and from assets owned by its Subsidiaries, and (b) such Person's
respective ownership interest in its Subsidiaries.

    Consolidated Total Liabilities.  All liabilities of a Person
and its Subsidiaries determined on a consolidated basis in
accordance with generally accepted accounting principles and all
Indebtedness of such Person and its Subsidiaries, whether or not
so classified. In the event that a Person has an ownership or
other equity interest in any other Person, which investment is
not consolidated in accordance with generally accepted accounting
principles (that is, such interest is a "minority interest"),
then the liabilities of a Person and its Subsidiaries shall
include such Person's or its Subsidiaries' allocable share of all
indebtedness of such Person in which a minority interest is owned
based on such Person's respective ownership interest in such
other Person.

    Conversion Request.  A notice given by the Borrowers to the
Agent of their election to convert or continue a Loan in
accordance with Section 4.1.

    Debt Offering.  The issuance and sale by any Borrower of any
debt securities of such Borrower.

    Debt Service.  For any period, the sum of all interest
(including capitalized interest) and mandatory or scheduled
principal payments due and payable during such period excluding
any balloon payments due upon maturity of any indebtedness.

    Debt Service Coverage Amount.  At any time determined by
Agent, an amount equal to the maximum principal loan amount
which, when bearing interest at a rate per annum equal to the
then-current annual yield on ten (10) year obligations issued by
the United States Treasury most recently prior to the date of
determination plus two percent (2.0%) and  payable based on a
twenty-five year mortgage style amortization schedule (expressed
as a mortgage constant percentage), could be paid by the monthly
principal and interest payment amount resulting from dividing (x)
the quotient obtained by dividing an amount equal to (i) the sum
of the aggregate Operating Cash Flow from the Unencumbered
Operating Properties for the preceding four fiscal quarters,
minus the Capital Improvement Reserve, by (ii) 2.00, by (y) 12.
An example of the calculation of the Debt Service Coverage Amount
is set forth in Schedule 2 attached hereto.  In the event that
the Borrowers shall have owned a property within the Unencumbered
Operating Properties for less than four consecutive fiscal
quarters, then for the purposes of performing such calculation,
the Operating Cash Flow with respect to such property shall be
annualized in such manner as the Majority Banks shall reasonably
determine.

    Default.  See Section 12.1.

    Distribution.  With respect to any Person, the declaration
or payment of any cash, cash flow, dividend or distribution on or
in respect of any shares of any class of stock or other
beneficial interest of a Person, other than dividends or
distributions payable solely in equity securities of such Person;
the purchase, redemption, exchange or other retirement of any
shares of any class of stock or other beneficial interest of a
Person, directly or indirectly through a Subsidiary of such
Person or otherwise; the return of capital by a Person to its
shareholders or partners as such; or any other distribution on or
in respect of any shares of any class of stock or other
beneficial interest of a Person.

    Dollars or $. Dollars in lawful currency of the United
States of America.

    Domestic Lending Office.  Initially, the office of each Bank
designated as such in Schedule 1 hereto; thereafter, such other
office of such Bank, if any, located within the United States
that will be making or maintaining Base Rate Loans.

    Drawdown Date.  The date on which any Loan is made or is to
be made, and the date on which any Loan which is made prior to
the Maturity Date is converted or combined in accordance with
Section 4.1.

    Employee Benefit Plan.  Any employee benefit plan within the
meaning of Section 3(3) of ERISA maintained or contributed to by Walden
or any ERISA Affiliate, other than a Multiemployer Plan.

    Environmental Laws.  See Section 6.17(a).

    Equity Offering.  The issuance and sale by any Borrower of
any equity securities of such Borrower.

    ERISA.  The Employee Retirement Income Security Act of 1974,
as amended and in effect from time to time and any rules and
regulations promulgated pursuant thereto.

    ERISA Affiliate. Any Person which is treated as a single
employer with Walden under Section 414 of the Code.

    ERISA Reportable Event.  A reportable event with respect to
a Guaranteed Pension Plan within the meaning of Section 4043 of ERISA
and the regulations promulgated thereunder as to which the
requirement of notice has not been waived.

    Event of Default.  See Section 12.1.

    Exchange Agreement.  That certain Exchange Agreement dated
May 21, 1997 among Walden, WDOP, Drever Partners, Inc., AOF, Inc.
and AOF II, Inc.

    Funds from Operations.  With respect to any Person for any
fiscal period, the Net Income (or Deficit) of such Person
computed in accordance with generally accepted accounting
principles, excluding financing costs and gains (or losses) from
debt restructuring and sales of property, plus depreciation and
amortization and other non-cash items.

    General Partner.  Walden, as the general partner of WDOP.

    generally accepted accounting principles.  Principles that
are (a) consistent with the principles promulgated or adopted by
the Financial Accounting Standards Board and its predecessors, as
in effect from time to time and (b) consistently applied with
past financial statements of the Person adopting the same
principles; provided that a certified public accountant would,
insofar as the use of such accounting principles is pertinent, be
in a position to deliver an unqualified opinion (other than a
qualification regarding changes in generally accepted accounting
principles) as to financial statements in which such principles
have been properly applied.

    Guaranteed Pension Plan.  Any employee pension benefit plan
within the meaning of Section 3(2) of ERISA maintained or contributed to
by Walden or any ERISA Affiliate the benefits of which are
guaranteed on termination in full or in part by the PBGC pursuant
to Title IV of ERISA, other than a Multiemployer Plan.

    Guarantors.  Individually, any Person that becomes a
guarantor of the Obligations, and collectively all of such
Persons.

    Guaranty.  Collectively, each Unconditional Guaranty of
Payment and Performance made by a Guarantor in favor of Agent and
the Banks, as the same may be modified or amended, such Guaranty
to be in form and substance satisfactory to the Agent.

    Hazardous Substances.  See Section 6.17(b).

    Implied Rating.  With respect to a Person, the most recent
rating issued from time to time by the Rating Agencies as is
applicable to such Person's senior unsecured long-term debt, or
if no such senior unsecured long-term debt is outstanding, then
the most recent rating issued from time to time by the Rating
Agencies as would hypothetically be applicable to such Person's
senior unsecured long-term debt (i.e., an implied rating).

    Indebtedness.  All obligations, contingent and otherwise,
that in accordance with generally accepted accounting principles
should be classified upon the obligor's balance sheet as
liabilities, or to which reference should be made by footnotes
thereto, including in any event and whether or not so classified:
(a) all debt and similar monetary obligations, whether direct or
indirect (including, without limitation, any obligations
evidenced by bonds, debentures, notes or similar debt instruments
and all subordinated debt); (b) all liabilities secured by any
mortgage, pledge, security interest, lien, charge or other
encumbrance existing on property owned or acquired subject
thereto, whether or not the liability secured thereby shall have
been assumed; (c) all guarantees, endorsements and other
contingent obligations whether direct or indirect in respect of
indebtedness of others, including any obligation to supply funds
to or in any manner to invest directly or indirectly in a Person,
to purchase indebtedness, or to assure the owner of indebtedness
against loss through an agreement to purchase goods, supplies or
services for the purpose of enabling the debtor to make payment
of the indebtedness held by such owner or otherwise, and the
obligation to reimburse the issuer in respect of any letter of
credit; (d) any obligation as a lessee or obligor under a
Capitalized Lease; (e) all obligations to purchase under
agreements to acquire, or otherwise to contribute money with
respect to, properties under "development" within the meaning of
Section 8.9; and (f) a Person's pro rata share of any of the above-described
obligations of its unconsolidated affiliates.
Notwithstanding the foregoing, in the event that a Person has
incurred Indebtedness with respect to which another Person
included within the consolidated financial statements of the
first Person is also liable (by reason of a guaranty or
otherwise), such Indebtedness shall only be counted once for the
purposes of such consolidated financial statements.

    Interest Payment Date.  As to each Loan, the first day of
each calendar month during the term of such Loan, and with
respect to each LIBOR Rate Loan, the last day of the Interest
Period relating thereto.

    Interest Period.  With respect to each LIBOR Rate Loan (a)
initially, the period commencing on the Drawdown Date of such
Loan and ending one month thereafter, and (b) thereafter, each
period commencing on the day following the last day of the next
preceding Interest Period applicable to such Loan and ending on
the last day of the period set forth above, as selected by the
Borrowers in a Conversion Request; provided that all of the
foregoing provisions relating to Interest Periods are subject to
the following:

         (i)  if any Interest Period with respect to a LIBOR
    Rate Loan would otherwise end on a day that is not a LIBOR
    Business Day, that Interest Period shall end and the next
    Interest Period shall commence on the next preceding or
    succeeding LIBOR Business Day as determined conclusively by
    the Reference Bank in accordance with the then current bank
    practice in the applicable LIBOR interbank market;

         (ii) if the Borrowers shall fail to give notice as
    provided in Section 4.1, the Borrowers shall be deemed to have
    requested a conversion of the affected LIBOR Rate Loan to a
    Base Rate Loan on the last day of the then current Interest
    Period with respect thereto; and

         (iii)     no Interest Period relating to any LIBOR Rate
    Loan shall extend beyond the Maturity Date.

    Investment Grade Rating.  With respect to any Person, an
Implied Rating equal to or more favorable than BBB- with respect
to a rating issued by Standard & Poor's Corporation (or in the
case of a rating issued by Moody's Investors Service, Inc., a
rating of Baa3).  If, at any time after a Person obtains an
Investment Grade Rating, (a) no Implied Rating for such Person's
senior unsecured long-term debt shall have been issued or
confirmed in writing by either of the Rating Agencies within the
previous 365 days, or (b) the rating system of either of the
Rating Agencies (as opposed to the rating of a Person) shall
change, or (c) either of the Rating Agencies shall no longer
perform the functions of a securities rating agency, then the
Borrowers and the Agent shall promptly negotiate in good faith to
amend the reference to the specific ratings in this definition
for the determination of the Investment Grade Rating, and pending
such amendment, the applicable rating in effect as of the date
the event described in this paragraph occurred shall continue to
apply.

    Investments.  With respect to any Person, all shares of
capital stock, evidences of Indebtedness and other securities
issued by any other Person, all loans, advances, or extensions of
credit to, or contributions to the capital of, any other Person,
all purchases of the securities or business or integral part of
the business of any other Person and commitments and options to
make such purchases, all interests in real property, and all
other investments; provided, however, that the term "Investment"
shall not include (i) equipment, inventory and other tangible
personal property acquired in the ordinary course of business, or
(ii) current trade and customer accounts receivable for services
rendered in the ordinary course of business and payable in
accordance with customary trade terms.  In determining the
aggregate amount of Investments outstanding at any particular
time:  (a) the amount of any investment represented as a guaranty
shall be taken at not less than the principal amount of the
obligations guaranteed and still outstanding; (b) there shall be
included as an Investment all interest accrued with respect to
Indebtedness constituting an Investment unless and until such
interest is paid; (c) there shall be deducted in respect of each
such Investment any amount received as a return of capital (but
only by repurchase, redemption, retirement, repayment,
liquidating dividend or liquidating distribution); (d) there
shall not be deducted in respect of any Investment any amounts
received as earnings on such Investment, whether as dividends,
interest or otherwise, except that accrued interest included as
provided in the foregoing clause (b) may be deducted when paid;
and (e) there shall not be deducted from the aggregate amount of
Investments any decrease in the value thereof.

    LIBOR Business Day.  Any day on which commercial banks are
open for international business (including dealings in Dollar
deposits) in the London interbank market.

    LIBOR Lending Office.  Initially, the office of each Bank
designated as such in Schedule 1 hereto; thereafter, such other
office of such Bank, if any, that shall be making or maintaining
LIBOR Rate Loans.

    LIBOR Rate.  For any Interest Period with respect to a LIBOR
Rate Loan, the rate per annum as determined by the Reference
Bank's LIBOR Lending Office to be the rate (rounded upwards to
the nearest 1/16 of one percent) at which Dollar deposits are
offered to prime banks by such banks in the London Interbank
Market as are selected in good faith by the Reference Bank at
approximately 11:00 a.m. London time two LIBOR Business Days
prior to the beginning of such Interest Period for delivery on
the first day of such Interest Period for the number of days
comprised therein and in an amount comparable to the amount of
the LIBOR Rate Loan to which such Interest Period applies.

    LIBOR Rate Loans.  Loans bearing interest calculated by
reference to a LIBOR Rate.

    Liens.  See Section 8.2.

    Loan Documents.  This Agreement, the Notes, the Guaranty and
all other documents, instruments or agreements now or hereafter
executed or delivered by or on behalf of the Borrowers or the
Guarantors in connection with the Loans.

    Loan Request.  See Section 2.6.

    Loans.  The aggregate Loans to be made by the Banks
hereunder.

    Majority Banks.  As of any date, the Bank or Banks whose
aggregate Commitment Percentage is equal to or greater than the
required percentage, as determined by the Banks, required to
approve such matter, as disclosed by the Agent to the Borrowers
from time to time.

    Maturity Date.  December 15, 1998, or such earlier date on
which the Loans shall become due and payable pursuant to the
terms hereof.

    Multiemployer Plan.  Any multiemployer plan within the
meaning of Section 3(37) of ERISA maintained or contributed to by Walden
or any ERISA Affiliate.

    Net Income (or Deficit).  With respect to any Person (or any
asset of any Person) for any fiscal period, the net income (or
deficit) of such Person (or attributable to such asset), after
deduction of all expenses, taxes and other proper charges,
determined in accordance with generally accepted accounting
principles.

    Non-Recourse Indebtedness.  Indebtedness for borrowed money
of a Person which is secured by one or more parcels of Real
Estate and related personal property or interests therein and is
not a general obligation of such Person, the holder of such
Indebtedness having recourse solely to the parcels of Real
Estate, the personal property related thereto and the leases,
rents and profits relating thereto specifically pledged as
security for such Indebtedness.

    Notes.  See Section 2.4.

    Notice.  See Section 19.

    Obligations.  All indebtedness, obligations and liabilities
of the Borrowers to any of the Banks and the Agent, individually
or collectively, under this Agreement or any of the other Loan
Documents or in respect of any of the Loans or the Notes, or
other instruments at any time evidencing any of the foregoing,
whether existing on the date of this Agreement or arising or
incurred hereafter, direct or indirect, joint or several,
absolute or contingent, matured or unmatured, liquidated or
unliquidated, secured or unsecured, arising by contract,
operation of law or otherwise.

    Operating Cash Flow.  With respect to any Person (or any
asset of any Person) for any period, an amount equal to the sum
of (a) the Net Income of such Person (or attributable to such
asset) for such period plus (b) depreciation and amortization,
interest expense, and any extraordinary or non-recurring losses
deducted in calculating such Net Income minus (c) any
extraordinary or nonrecurring gains included in calculating such
Net Income all as determined in accordance with generally
accepted accounting principles.

    Outstanding.  With respect to the Loans, the aggregate
unpaid principal thereof as of any date of determination.

    PBGC.  The Pension Benefit Guaranty Corporation created by
Section 4002 of ERISA and any successor entity or entities having
similar responsibilities.

    Permitted Liens.  Liens, security interests and other
encumbrances permitted by Section 8.2.

    Person.  Any individual, corporation, partnership, trust,
unincorporated association, business, or other legal entity, and
any government or any governmental agency or political
subdivision thereof.

    Preferred Distributions.  For any period, the amount of any
and all Distributions due and payable to the holders of any form
of preferred stock (whether perpetual, convertible or otherwise)
or other ownership or beneficial interest in Walden or any of its
Subsidiaries that entitles the holders thereof to preferential
payment or distribution priority with respect to dividends,
assets or other payments over the holders of any other stock or
other ownership or beneficial interest in such Person.

    Prospectus.  The 10K of Walden dated December 31, 1996 and
filed with the SEC.

    Rating Agencies.  Standard & Poor's Corporation and Moody's
Investors Service, Inc.

    Rating Notice.  See Section 7.4(j).

    Rating Notice Date.  The earlier of (a) the date a Rating
Notice is received by the Agent, or (b) the date the Agent,
having received actual notice of a change by a Rating Agency of
its Implied Rating, sends notice to the Borrowers of such change,
provided that nothing contained herein shall imply any obligation
of the Agent to monitor such rating changes.

    Real Estate.  All real property at any time owned or leased
(as lessee or sublessee) by Walden, WDOP or any of their
respective Subsidiaries, unless the context limits such reference
to Real Estate owned by a particular Person.

    Record.  The grid attached to any Note, or the continuation
of such grid, or any other similar record, including computer
records, maintained by any Bank with respect to any Loan referred
to in such Note.

    Reference Bank. Agent.

    Register.  See Section 18.2.

    REIT Status.  With respect to Walden, its status as a real
estate investment trust as defined in Section 856(a) of the Code.

    Release.  See Section 6.17(c)(iii).

    SEC.  The federal Securities and Exchange Commission.

    Shareholder's Equity.  At any date, the total consolidated
shareholder's equity of Walden and its Subsidiaries (including
minority interests), determined in accordance with generally
accepted accounting principles.

    Short-term Investments.  Investments described in
subsections (a) through (g), inclusive, of Section 8.3.  For all
purposes of this Agreement and the other Loan Documents, the
value of Eligible Short-term Investments at any time shall be the
current market value thereof determined in a manner reasonably
satisfactory to the Agent.

    State.  A state of the United States of America.

    Subsidiary.  Any corporation, association, partnership,
trust, or other business entity of which the designated parent
shall at any time own directly or indirectly through a Subsidiary
or Subsidiaries at least a majority (by number of votes or
controlling interests) of the outstanding Voting Interests, and
any other entity the accounts of which are consolidated with the
accounts of the designated parent.  Without limiting the
foregoing, WDOP is a Subsidiary of Walden.

    Test Period.  See Section 9.2.

    Total Commitment.  The sum of the Commitments of the Banks,
as in effect from time to time.

    Type.  As to any Loan, its nature as a Base Rate Loan or a
LIBOR Rate Loan.

    Unencumbered Operating Properties.  Unencumbered Operating
Properties shall mean Real Estate which is owned one hundred
percent (100%) in fee simple by the Borrowers which satisfies all
of the following conditions:

    (a)  each of the Unencumbered Operating Properties shall be
free and clear of all Liens other than the Liens permitted in
Section 8.2(i), (iii) and (v);

    (b)  to the best of the Borrowers' knowledge and belief,
none of the Unencumbered Operating Properties shall have any
material title, survey, environmental or other defects that would
give rise to a materially adverse effect as to the value, use of
or ability to sell or refinance such property; and

    (c)  each of the Unencumbered Operating Properties shall
consist solely of Real Estate (i) which is an income producing
operating property utilized principally for multifamily housing,
(ii) which is fully operational, and (iii) with respect to which
valid certificates of occupancy or the equivalent for all
buildings thereon have been issued and are in full force and
effect.

Certain of the initial Unencumbered Operating Properties are
owned by Walden.  After the date of this Agreement all new or
replacement Unencumbered Operating Properties shall be owned by
WDOP.

    Voting Interests.  Stock or similar ownership interests, of
any class or classes (however designated), the holders of which
are at the time entitled, as such holders, (a) to vote for the
election of a majority of the directors (or persons performing
similar functions) of the corporation, association, partnership,
trust or other business entity involved, or (b) to control,
manage, or conduct the business of the corporation, partnership,
association, trust or other business entity involved.

    Walden.  As defined in the preamble hereto.

    Walden Operating, Inc.  Walden Operating, Inc., a Delaware
corporation having its principal place of business at One Lincoln
Center, 5400 LBJ Freeway, Suite 400, LB45, Dallas, Texas 75240.

    WDN Properties, Inc.  WDN Properties, Inc., a New York
corporation having its principal place of business at 80 Business
Park Drive, Suite 309, Armonk, New York 10504.

    WDN Properties, Ltd.  WDN Properties, Ltd., a Texas limited
partnership having its principal place of business at One Lincoln
Center, 5400 LBJ Freeway, Suite 400, LB45, Dallas, Texas  75240.

    WROP.  Walden Residential Operating Partnership, L.P., a
Georgia limited partnership having its principal place of
business at One Lincoln Center, 5400 LBJ Freeway, Suite 400,
LB45, Dallas, Texas 75240.

    Section 1.2.  Rules of Interpretation.

         (a)  A reference to any document or agreement shall
include such document or agreement as amended, modified or
supplemented from time to time in accordance with its terms and
the terms of this Agreement.

         (b)  The singular includes the plural and the plural
includes the singular.

         (c)  A reference to any law includes any amendment or
modification to such law.

         (d)  A reference to any Person includes its permitted
successors and permitted assigns.

         (e)  Accounting terms not otherwise defined herein have
the meanings assigned to them by generally accepted accounting
principles applied on a consistent basis by the accounting entity
to which they refer.

         (f)  The words "include", "includes" and "including"
are not limiting.

         (g)  The words "approval" and "approved", as the
context so determines, means an approval in writing given to the
party seeking approval after full and fair disclosure to the
party giving approval of all material facts necessary in order to
determine whether approval should be granted.

         (h)  All terms not specifically defined herein or by
generally accepted accounting principles, which terms are defined
in the Uniform Commercial Code as in effect in the Commonwealth
of Massachusetts, have the meanings assigned to them therein.

         (i)  Reference to a particular "Section ", refers to that
section of this Agreement unless otherwise indicated.

         (j)  The words "herein", "hereof", "hereunder" and
words of like import shall refer to this Agreement as a whole and
not to any particular section or subdivision of this Agreement.

    Section 2.  THE TERM LOAN FACILITY

    Section 2.1.  Commitment to Lend.  Subject to the terms and
conditions set forth in this Agreement, each of the Banks
severally agrees to lend to the Borrowers the amount of its
Commitment in the aggregate principal amount of $200,000,000.00.
The Loans shall be made pro rata in accordance with each Bank's
Commitment Percentage.  No Bank shall have any obligation to make
Loans to the Borrowers in the maximum aggregate principal amount
outstanding of more than the principal face amount of its Note.

    Section 2.2.  Intentionally Omitted.

    Section 2.3.  Intentionally Omitted.

    Section 2.4.  Notes.  The Loans shall be evidenced by separate
promissory notes of the Borrowers in substantially the form of
Exhibit A hereto (collectively, the "Notes"), dated the date of
this Agreement and completed with appropriate insertions.  One
Note shall be payable to the order of each Bank in the principal
face amount equal to such Bank's Commitment and shall be payable
as set forth below.  The Borrowers irrevocably authorize each
Bank to make or cause to be made, at or about the time of the
Drawdown Date of any Loan or at the time of receipt of any
payment of principal thereof, an appropriate notation on such
Bank's Record reflecting the making of such Loan or (as the case
may be) the receipt of such payment.  The outstanding amount of
the Loans set forth on such Bank's Record shall be prima facie
evidence of the principal amount thereof owing and unpaid to such
Bank, but the failure to record, or any error in so recording,
any such amount on such Bank's Record shall not limit or
otherwise affect the obligations of the Borrowers hereunder or
under any Note to make payments of principal of or interest on
any Note when due.

    Section 2.5.  Interest on Loans

         (a)  Each Base Rate Loan shall bear interest for the
period commencing with the Drawdown Date thereof and ending on
the date on which such Base Rate Loan is repaid or converted to a
LIBOR Rate Loan at the rate per annum equal to the sum of the
Applicable Margin plus the Base Rate.

         (b)  Each LIBOR Rate Loan shall bear interest for the
period commencing with the Drawdown Date thereof and ending on
the last day of the Interest Period with respect thereto at the
rate per annum equal to the sum of the Applicable Margin plus the
LIBOR Rate determined for such Interest Period.

         (c)  The Borrowers promise to pay interest on each Loan
in arrears on each Interest Payment Date with respect thereto.

         (d)  Base Rate Loans and LIBOR Rate Loans may be
converted to Loans of the other Type as provided in Section 4.1.

    Section 2.6.  Intentionally Omitted.

    Section 2.7.  Intentionally Omitted.

    Section 3.  REPAYMENT OF THE LOANS.

    Section 3.1.  Stated Maturity.  The Borrowers promise to pay on the
Maturity Date and there shall become absolutely due and payable
on the Maturity Date, all of the Loans outstanding on such date,
together with any and all accrued and unpaid interest thereon.

    Section 3.2.  Mandatory Prepayments.

         (a)  If at any time the aggregate outstanding principal
amount of the Loans exceeds the Borrowing Base, then the
Borrowers shall immediately pay the amount of such excess to the
Agent for the respective accounts of the Banks for application to
the Loans.

         (b)  All of the Borrowers' interest in the gross
proceeds of each and every sale or refinancing of real estate
assets of the Borrowers and their respective Subsidiaries
(whether held directly or indirectly), less all reasonable costs,
expenses and commissions paid to unrelated parties and less any
Indebtedness (other than the Obligations) secured by such asset
to be satisfied as a part of such sale or refinance, shall be
promptly paid by the Borrowers to the Agent for the account of
the Banks as a prepayment of the Loans to the extent of the
outstanding balance of the Loans.

    Section 3.3.  Optional Prepayments.  The Borrowers shall have the
right, at their election, to prepay the outstanding amount of the
Loans, as a whole or in part, at any time without penalty or
premium; provided, that the full or partial prepayment of the
outstanding amount of any LIBOR Rate Loans pursuant to this Section 3.3
may be made only on the last day of the Interest Period relating
thereto except as otherwise required pursuant to Section 4.7.  The
Borrowers shall give the Agent, no later than 10:00 a.m., Boston
time, at least five Business Days prior written notice of any
prepayment pursuant to this Section 3.3, in each case specifying the
proposed date of payment of Loans and the principal amount to be
paid.

    Section 3.4.  Partial Prepayments.  Each partial prepayment of the
Loans under Section 3.2 and Section 3.3 shall be in an integral multiple of
$100,000, shall be accompanied by the payment of accrued interest
on the principal prepaid to the date of payment and, after
payment of such interest, shall be applied, in the absence of
instruction by the Borrowers, first to the principal of Base Rate
Loans and then to the principal of LIBOR Rate Loans.

    Section 3.5.  Effect of Prepayments.  Amounts of the Loans prepaid
under Section 3.2 and Section 3.3 prior to the Maturity Date may not be
reborrowed.

    Section 3.6.  Proceeds from Debt Offering.  Unless otherwise
approved by the Majority Banks, the Borrowers shall cause all
gross proceeds of each and every Debt Offering, less all
reasonable costs, fees, expenses, underwriting commissions, fees
and discounts incurred in connection therewith, to be paid by the
Borrowers to the Agent for the account of the Banks as a
prepayment of the Loans to the extent of the outstanding balance
of the Loans.

    Section 4.  CERTAIN GENERAL PROVISIONS.

    Section 4.1.  Conversion Options.

         (a)  The Borrowers may elect from time to time to
convert any outstanding Loan to a Loan of another Type and such
Loan shall thereafter bear interest as a Base Rate Loan or a
LIBOR Rate Loan, as applicable; provided that (i) with respect to
any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the
Borrowers shall give the Agent at least three Business Days'
prior written notice of such election, and such conversion shall
only be made on the last day of the Interest Period with respect
to such LIBOR Rate Loan; (ii) with respect to any such conversion
of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers shall
give the Agent at least four LIBOR Business Days' prior written
notice of such election and the Interest Period requested for
such Loan, the principal amount of the Loan so converted shall be
in a minimum aggregate amount of $2,000,000 or an integral
multiple of $100,000 in excess thereof and, after giving effect
to the making of such Loan, there shall be no more than ten (10)
LIBOR Rate Loans outstanding at any one time; and (iii) no Loan
may be converted into a LIBOR Rate Loan when any Default or Event
of Default has occurred and is continuing.  Promptly upon receipt
of any such Conversion Request, the Agent shall notify each of
the Banks thereof.  All or any part of the outstanding Loans of
any Type may be converted as provided herein, provided that no
partial conversion shall result in a Base Rate Loan in an
aggregate principal amount of less than $1,000,000 or a LIBOR
Rate Loan in an aggregate principal amount of less than
$2,000,000 and that the aggregate principal amount of each Loan
shall be in an integral multiple of $100,000.  On the date on
which such conversion is being made, each Bank shall take such
action as is necessary to transfer its Commitment Percentage of
such Loans to its Domestic Lending Office or its LIBOR Lending
Office, as the case may be.  Each Conversion Request relating to
the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be
irrevocable by the Borrowers.

         (b)  Any Loan may be continued as such Type upon the
expiration of an Interest Period with respect thereto by
compliance by the Borrowers with the terms of Section 4.1; provided that
no LIBOR Rate Loan may be continued as such when any Default or
Event of Default has occurred and is continuing, but shall be
automatically converted to a Base Rate Loan on the last day of
the Interest Period relating thereto ending during the
continuance of any Default or Event of Default.

         (c)  In the event that the Borrowers do not notify the
Agent of their election hereunder with respect to any Loan, such
Loan shall be automatically converted to a Base Rate Loan at the
end of the applicable Interest Period.

    Section 4.2.  Intentionally Omitted.

    Section 4.3.  Intentionally Omitted.

    Section 4.4.  Funds for Payments.

         (a)  All payments of principal, interest, facility
fees, Agent's fees, closing fees, and any other amounts due
hereunder or under any of the other Loan Documents shall be made
to the Agent, for the respective accounts of the Banks and the
Agent, as the case may be, at the Agent's Head Office, not later
than 11:00 a.m. (Boston time) on the day when due, in each case
in immediately available funds.  The Agent is hereby authorized
to charge the account of the Borrowers with BKB, on the dates
when the amount thereof shall become due and payable, with the
amounts of the principal of and interest on the Loans and all
fees, charges, expenses and other amounts owing to the Agent
and/or the Banks under the Loan Documents.

         (b)  All payments by the Borrowers hereunder and under
any of the other Loan Documents shall be made without setoff or
counterclaim and free and clear of and without deduction for any
taxes, levies, imposts, duties, charges, fees, deductions,
withholdings, compulsory loans, restrictions or conditions of any
nature now or hereafter imposed or levied by any jurisdiction or
any political subdivision thereof or taxing or other authority
therein unless the Borrowers are compelled by law to make such
deduction or withholding.  If any such obligation is imposed upon
the Borrowers with respect to any amount payable by it hereunder
or under any of the other Loan Documents, the Borrowers will pay
to the Agent, for the account of the Banks or (as the case may
be) the Agent, on the date on which such amount is due and
payable hereunder or under such other Loan Document, such
additional amount in Dollars as shall be necessary to enable the
Banks or the Agent to receive the same net amount which the Banks
or the Agent would have received on such due date had no such
obligation been imposed upon the Borrowers.  The Borrowers will
deliver promptly to the Agent certificates or other valid
vouchers for all taxes or other charges deducted from or paid
with respect to payments made by the Borrowers hereunder or under
such other Loan Document.

    Section 4.5.  Computations.  All computations of interest on the
Loans and of other fees to the extent applicable shall be based
on a 360-day year and paid for the actual number of days elapsed.
Except as otherwise provided in the definition of the term
"Interest Period" with respect to LIBOR Rate Loans, whenever a
payment hereunder or under any of the other Loan Documents
becomes due on a day that is not a Business Day, the due date for
such payment shall be extended to the next succeeding Business
Day, and interest shall accrue during such extension.  The
outstanding amount of the Loans as reflected on the records of
the Agent from time to time shall be considered prima facie
evidence of such amount.

    Section 4.6.  Inability to Determine LIBOR Rate.  In the event
that, prior to the commencement of any Interest Period relating
to any LIBOR Rate Loan, the Agent shall determine that adequate
and reasonable methods do not exist for ascertaining the LIBOR
Rate for such Interest Period, the Agent shall forthwith give
notice of such determination (which shall be conclusive and
binding on the Borrowers and the Banks) to the Borrowers and the
Banks.  In such event (a) any Loan Request with respect to LIBOR
Rate Loans shall be automatically withdrawn and shall be deemed a
request for Base Rate Loans, and (b) each LIBOR Rate Loan will
automatically, on the last day of the then current Interest
Period thereof, become a Base Rate Loan, and the obligations of
the Banks to make LIBOR Rate Loans shall be suspended until the
Agent determines that the circumstances giving rise to such
suspension no longer exist, whereupon the Agent shall so notify
the Borrowers and the Banks.

    Section 4.7.  Illegality.  Notwithstanding any other provisions
herein, if any present or future law, regulation, treaty or
directive or the interpretation or application thereof shall make
it unlawful, or any central bank or other governmental authority
having jurisdiction over a Bank or its LIBOR Lending Office shall
assert that it is unlawful, for any Bank to make or maintain
LIBOR Rate Loans, such Bank shall forthwith give notice of such
circumstances to the Agent and the Borrowers and thereupon (a)
the commitment of the Banks to make LIBOR Rate Loans or convert
Loans of another type to LIBOR Rate Loans shall forthwith be
suspended and (b) the LIBOR Rate Loans then outstanding shall be
converted automatically to Base Rate Loans on the last day of
each Interest Period applicable to such LIBOR Rate Loans or
within such earlier period as may be required by law.

    Section 4.8.  Additional Interest.  If any LIBOR Rate Loan or any
portion thereof is repaid or is converted to a Base Rate Loan for
any reason on a date which is prior to the last day of the
Interest Period applicable to such LIBOR Rate Loan, the Borrowers
will pay to the Agent upon demand for the account of the Banks in
accordance with their respective Commitment Percentages, in
addition to any amounts of interest otherwise payable hereunder,
any amounts required to compensate the Banks for any losses,
costs or expenses which may reasonably be incurred as a result of
such payment or conversion, including, without limitation, an
amount equal to daily interest for the unexpired portion of such
Interest Period on the LIBOR Rate Loan or portion thereof so
repaid or converted at a per annum rate equal to the excess, if
any, of (a) the interest rate calculated on the basis of the
LIBOR Rate applicable to such LIBOR Rate Loan minus (b) the yield
obtainable by the Agent upon the purchase of debt securities
customarily issued by the Treasury of the United States of
America which have a maturity date most closely approximating the
last day of such Interest Period (it being understood that the
purchase of such securities shall not be required in order for
such amounts to be payable and that a Bank shall not be obligated
or required to have actually obtained funds at the LIBOR Rate or
to have actually reinvested such amount as described above).

    Section 4.9.  Additional Costs, Etc.  Notwithstanding anything
herein to the contrary, if any present or future applicable law,
which expression, as used herein, includes statutes, rules and
regulations thereunder and legally binding interpretations
thereof by any competent court or by any governmental or other
regulatory body or official with appropriate jurisdiction charged
with the administration or the interpretation thereof and
requests, directives, instructions and notices at any time or
from time to time hereafter made upon or otherwise issued to any
Bank or the Agent by any central bank or other fiscal, monetary
or other authority (whether or not having the force of law),
shall:

         (a)  subject any Bank or the Agent to any tax, levy,
impost, duty, charge, fee, deduction or withholding of any nature
with respect to this Agreement, the other Loan Documents, such
Bank's Commitment or the Loans (other than taxes based upon or
measured by the income or profits of such Bank or the Agent), or

         (b)  materially change the basis of taxation (except
for changes in taxes on income or profits) of payments to any
Bank of the principal of or the interest on any Loans or any
other amounts payable to any Bank under this Agreement or the
other Loan Documents, or

         (c)  impose or increase or render applicable any
special deposit, reserve, assessment, liquidity, capital adequacy
or other similar requirements (whether or not having the force of
law) against assets held by, or deposits in or for the account
of, or loans by, or letters of credit from, or commitments of an
office of any Bank, or

         (d)  impose on any Bank or the Agent any other
conditions or requirements with respect to this Agreement, the
other Loan Documents, the Loans, such Bank's Commitment, or any
class of loans or commitments of which any of the Loans or such
Bank's Commitment  forms a part; and the result of any of the
foregoing is

              (i)  to increase the cost to any Bank of making,
funding, issuing, renewing, extending or maintaining any of the
Loans or such Bank's Commitment, or

              (ii) to reduce the amount of principal, interest
or other amount payable to such Bank or the Agent hereunder on
account of such Bank's Commitment or any of the Loans, or

              (iii)     to require such Bank or the Agent to
make any payment or to forego any interest or other sum payable
hereunder, the amount of which payment or foregone interest or
other sum is calculated by reference to the gross amount of any
sum receivable or deemed received by such Bank or the Agent from
the Borrowers hereunder,

then, and in each such case, the Borrowers will, within fifteen
(15) days of demand made by such Bank or (as the case may be) the
Agent at any time and from time to time and as often as the
occasion therefor may arise, pay to such Bank or the Agent such
additional amounts as such Bank or the Agent shall determine in
good faith to be sufficient to compensate such Bank or the Agent
for such additional cost, reduction, payment or foregone interest
or other sum.  Each Bank and the Agent in determining such
amounts may use any reasonable averaging and attribution methods,
generally applied by such Bank or the Agent.

    Section 4.10.  Capital Adequacy.  If after the date hereof any Bank
determines that (a) the adoption of or change in any law, rule,
regulation or guideline regarding capital requirements for banks
or bank holding companies or any change in the interpretation or
application thereof by any governmental authority charged with
the administration thereof, or (b) compliance by such Bank or its
parent bank holding company with any guideline, request or
directive of any such entity regarding capital adequacy (whether
or not having the force of law), has the effect of reducing the
return on such Bank's or such holding company's capital as a
consequence of such Bank's commitment to make Loans hereunder to
a level below that which such Bank or holding company could have
achieved but for such adoption, change or compliance (taking into
consideration such Bank's or such holding company's then existing
policies with respect to capital adequacy and assuming the full
utilization of such entity's capital) by any amount deemed by
such Bank to be material, then such Bank may notify the Borrowers
thereof.  The Borrowers agree to pay to such Bank the amount of
such reduction in the return on capital as and when such
reduction is determined, upon presentation by such Bank of a
statement of the amount setting forth the Bank's calculation
thereof.  In determining such amount, such Bank may use any
reasonable averaging and attribution methods.

    Section 4.11.  Indemnity of Borrowers.  The Borrowers agree to
indemnify each Bank and to hold each Bank harmless from and
against any loss, cost or expense that such Bank may sustain or
incur as a consequence of (a) default by the Borrowers in payment
of the principal amount of or any interest on any LIBOR Rate
Loans as and when due and payable, including any such loss or
expense arising from interest or fees payable by such Bank to
lenders of funds obtained by it in order to maintain its LIBOR
Rate Loans, or (b) default by the Borrowers in making a borrowing
or conversion after the Borrowers have given (or are deemed to
have given) a Loan Request or a Conversion Request.

    Section 4.12.  Interest on Overdue Amounts; Late Charge.  Overdue
principal and (to the extent permitted by applicable law)
interest on the Loans and all other overdue amounts payable
hereunder or under any of the other Loan Documents shall bear
interest payable on demand at a rate per annum equal to five
percent (5.00%) above the Base Rate until such amount shall be
paid in full (after as well as before judgment).  In addition,
the Borrowers shall pay a late charge equal to three percent (3%)
of any amount of interest and/or principal payable on the Loans
or any other amounts payable hereunder or under the Loan
Documents, which is not paid within ten days of the date when
due.

    Section 4.13. Certificate.  A certificate setting forth any amounts
payable pursuant to Sectio 4.8, Sectio 4.9, Section 4.10,
Section 4.11 or Section 4.12 and a brief explanation of such amounts
which are due, submitted by any Bank
or the Agent to the Borrowers, shall be conclusive in the absence
of manifest error.

    Section 4.14.  Limitation on Interest.  Notwithstanding anything in
this Agreement to the contrary, all agreements between the
Borrowers and the Banks and the Agent, whether now existing or
hereafter arising and whether written or oral, are hereby limited
so that in no contingency, whether by reason of acceleration of
the maturity of any of the Obligations or otherwise, shall the
interest contracted for, charged or received by the Banks exceed
the maximum amount permissible under applicable law.  If, from
any circumstance whatsoever, interest would otherwise be payable
to the Banks in excess of the maximum lawful amount, the interest
payable to the Banks shall be reduced to the maximum amount
permitted under applicable law; and if from any circumstance the
Banks shall ever receive anything of value deemed interest by
applicable law in excess of the maximum lawful amount, an amount
equal to any excessive interest shall be applied to the reduction
of the principal balance of the Obligations and to the payment of
interest or, if such excessive interest exceeds the unpaid
balance of principal of the Obligations, such excess shall be
refunded to the Borrowers.  All interest paid or agreed to be
paid to the Banks shall, to the extent permitted by applicable
law, be amortized, prorated, allocated and spread throughout the
full period until payment in full of the principal of the
Obligations (including the period of any renewal or extension
thereof) so that the interest thereon for such full period shall
not exceed the maximum amount permitted by applicable law.  This
section shall control all agreements between the Borrowers and
the Banks and the Agent.

    Section 5.  SECURITY.

    The Banks have agreed to make the Loans to the Borrowers on
an unsecured basis.  Notwithstanding the foregoing, the
Obligations shall be guaranteed by the Guarantors pursuant to the
Guaranty.

    Section 6.  REPRESENTATIONS AND WARRANTIES.

    The Borrowers represent and warrant to the Agent and the
Banks as follows:

    Section 6.1.  Corporate Authority, Etc.

         (a)  Incorporation; Good Standing.  WDOP is a Delaware
limited partnership duly organized pursuant to a limited
partnership agreement dated August 12, 1997 and is validly
existing and in good standing under the laws of Delaware.  WROP
is a Georgia limited partnership duly organized pursuant to a
limited partnership agreement dated February 11, 1993 and is
validly existing and in good standing under the laws of Georgia.
Walden is a Maryland corporation duly organized pursuant to its
Articles of Incorporation and amendments thereto filed with the
Secretary of the State of Maryland and is validly existing and in
good standing under the laws of Maryland.  WDN Properties, Inc.
is a New York corporation duly organized pursuant to its Articles
of Incorporation and amendments thereto filed with the Secretary
of State of New York and is validly existing and in good standing
under the laws of New York.  Walden Operating, Inc. is a Delaware
corporation duly organized  pursuant to its Articles of
Incorporation and amendments thereto filed with the Secretary of
State of Delaware and is validly existing and in good standing
under the laws of Delaware.  Each of the Borrowers, the
Guarantors and Walden Operating, Inc.  (i) has all requisite
power to own its respective property and conduct its respective
business as now conducted and as presently contemplated, and (ii)
as to WDOP and Walden and Walden Operating, Inc. (as general
partners of WDOP and WROP, respectively) only, is in good
standing as a foreign entity and is duly authorized to do
business in the jurisdictions where the Unencumbered Operating
Properties are located and in each other jurisdiction where a
failure to be so qualified in such other jurisdiction could have
a materially adverse effect on the business, assets or financial
condition of such Person.  Walden is a real estate investment
trust in full compliance with and entitled to the benefits of
Section 856 of the Code.

         (b)  Subsidiaries.  Each of the Subsidiaries of the
Borrowers (i) is a corporation, limited partnership, limited
liability company or trust duly organized under the laws of its
State of organization and is validly existing and in good
standing under the laws thereof, (ii) has all requisite power to
own its property and conduct its business as now conducted and as
presently contemplated, and (iii) is in good standing and is duly
authorized to do business in each jurisdiction where a failure to
be so qualified could have a materially adverse effect on the
business, assets or financial condition of such Borrower or such
Subsidiary.

         (c)  Authorization.  The execution, delivery and
performance of this Agreement and the other Loan Documents to
which any of the Borrowers, the General Partner or the Guarantors
is or is to become a party and the transactions contemplated
hereby and thereby (i) are within the authority of such Person,
(ii) have been duly authorized by all necessary proceedings on
the part of such Person, (iii) do not and will not conflict with
or result in any breach or contravention of any provision of law,
statute, rule or regulation to which such Person is subject or
any judgment, order, writ, injunction, license or permit
applicable to such Person, (iv) do not and will not conflict with
or constitute a default (whether with the passage of time or the
giving of notice, or both) under any provision of the articles of
incorporation, partnership agreement, declaration of trust or
other charter documents or bylaws of, or any agreement or other
instrument binding upon, such Person or any of its properties,
and (v) do not and will not result in or require the imposition
of any lien or other encumbrance on any of the properties, assets
or rights of such Person.

         (d)  Enforceability.  The execution and delivery of
this Agreement and the other Loan Documents to which any of the
Borrowers, the General Partner or the Guarantors is or is to
become a party are valid and legally binding obligations of such
Person enforceable in accordance with the respective terms and
provisions hereof and thereof, except as enforceability is
limited by bankruptcy, insolvency, reorganization, moratorium or
other laws relating to or affecting generally the enforcement of
creditors' rights and except to the extent that availability of
the remedy of specific performance or injunctive relief is
subject to the discretion of the court before which any
proceeding therefor may be brought.

    Section 6.2.  Governmental Approvals.  The execution, delivery and
performance by the Borrowers, the General Partner and the
Guarantors of this Agreement and the other Loan Documents to
which such Person is a party and the transactions contemplated
hereby and thereby do not require the approval or consent of, or
filing with, any governmental agency or authority other than
those already obtained.

    Section 6.3.  Title to Properties; Leases.  Walden and its
Subsidiaries own all of the assets reflected in the consolidated
balance sheet of Walden as at the Balance Sheet Date or acquired
since that date (except property and assets sold or otherwise
disposed of in the ordinary course of business since that date),
subject to no rights of others, including any mortgages, leases,
conditional sales agreements, title retention agreements, liens
or other encumbrances except Permitted Liens.  Without limiting
the foregoing, Walden and its Subsidiaries have good and
marketable fee simple title to all real property reasonably
necessary for the operation of its business in whole, free from
all liens or encumbrances of any nature whatsoever, except for
Permitted Liens.  Walden or its Subsidiaries, as the case may be,
is the insured under owner's policies of title insurance covering
all real property owned by it, in each case in an amount not less
than the purchase price for such real property.

    Section 6.4.  Financial Statements.  The Borrowers have furnished
to each of the Banks:  (a) the consolidated balance sheet of
Walden and its Subsidiaries as of the Balance Sheet Date, (b) an
unaudited statement of operating income for each of the
properties within the Unencumbered Operating Properties as of the
Closing Date for the fiscal quarter ended September 30, 1997
satisfactory in form to the Majority Banks and certified by the
chief financial or accounting officer of Walden, for Walden and
as the sole general partner of WDOP, as fairly presenting the
operating income for such parcels for such periods, and
(c) certain other financial information relating to the Borrowers
and the Real Estate.  Such balance sheet and statements have been
prepared in accordance with generally accepted accounting
principles and fairly present the financial condition of the
Borrowers and their respective Subsidiaries as of such dates and
the results of the operations of the Borrowers and their
respective Subsidiaries for such periods.  There are no
liabilities, contingent or otherwise, of the Borrowers or any of
their respective Subsidiaries involving material amounts not
disclosed in said financial statements and the related notes
thereto.

    Section 6.5.  No Material Changes.  Since the Balance Sheet Date,
there has occurred no materially adverse change in the financial
condition or business of the Borrowers and their respective
Subsidiaries taken as a whole as shown on or reflected in the
consolidated balance sheet of the Borrowers, as of the Balance
Sheet Date, or their respective consolidated statement of income
or cash flows for the fiscal year then ended, other than changes
in the ordinary course of business that have not had any
materially adverse effect either individually or in the aggregate
on the business or financial condition of such Person.

    Section 6.6.  Franchises, Patents, Copyrights, Etc.  The Borrowers,
the General Partner, the Guarantors and their respective
Subsidiaries possess all franchises, patents, copyrights,
trademarks, trade names, servicemarks, licenses and permits, and
rights in respect of the foregoing, adequate for the conduct of
their business substantially as now conducted without known
conflict with any rights of others.

    Section 6.7.  Litigation.  There are no actions, suits, proceedings
or investigations of any kind pending or to the knowledge of such
Person threatened against the Borrowers, the Guarantors, the
General Partner or any of their respective Subsidiaries before
any court, tribunal or administrative agency or board that, if
adversely determined, might, either in any case or in the
aggregate, materially adversely affect the properties, assets,
financial condition or business of such Person or materially
impair the right of such Person to carry on business
substantially as now conducted by it, or result in any liability
not adequately covered by insurance, or for which adequate
reserves are not maintained on the balance sheet of such Person,
or which question the validity of this Agreement or any of the
other Loan Documents, any action taken or to be taken pursuant
hereto or thereto or any lien or security interest created or
intended to be created pursuant hereto or thereto, or which will
adversely affect the ability of the Borrowers or the Guarantors
to pay and perform the Obligations in the manner contemplated by
this Agreement and the other Loan Documents.

    Section 6.8.  No Materially Adverse Contracts, Etc.  None of the
Borrowers, the General Partner, the Guarantors or any of their
respective Subsidiaries is subject to any charter, corporate or
other legal restriction, or any judgment, decree, order, rule or
regulation that has or is expected in the future to have a
materially adverse effect on the business, assets or financial
condition of such Person.  None of the Borrowers, the General
Partner, the Guarantors or any of their respective Subsidiaries
is a party to any contract or agreement that has or is expected,
in the judgment of the officers or partners of such Person, to
have any materially adverse effect on the business of any of
them.

    Section 6.9.  Compliance with Other Instruments, Laws, Etc.  None
of the Borrowers, the General Partner, the Guarantors or any of
their respective Subsidiaries is in violation of any provision of
its charter or other organizational documents, bylaws, or any
agreement or instrument to which it may be subject or by which it
or any of its properties may be bound or any decree, order,
judgment, statute, license, rule or regulation, in any of the
foregoing cases in a manner that could result in the imposition
of substantial penalties or materially and adversely affect the
financial condition, properties or business of such Person.

    Section 6.10.  Tax Status.  The Borrowers, the General Partner, the
Guarantors and each of their respective Subsidiaries (a) has made
or filed all federal and state income and all other tax returns,
reports and declarations required by any jurisdiction to which it
is subject, (b) has paid all taxes and other governmental
assessments and charges shown or determined to be due on such
returns, reports and declarations, except those being contested
in good faith and by appropriate proceedings and (c) has set
aside on its books provisions reasonably adequate for the payment
of all taxes for periods subsequent to the periods to which such
returns, reports or declarations apply.  There are no unpaid
taxes in any material amount claimed to be due by the taxing
authority of any jurisdiction, and the officers or partners of
such Person know of no basis for any such claim.

    Section 6.11.  No Event of Default.  No Default or Event of Default
has occurred and is continuing.

    Section 6.12.  Holding Company and Investment Company Acts.  None
of the Borrowers, the General Partner, the Guarantors or any of
their respective Subsidiaries is a "holding company", or a
"subsidiary company" of a "holding company", or an "affiliate" of
a "holding company", as such terms are defined in the Public
Utility Holding Company Act of 1935; nor is any of such Persons
an "investment company", or an "affiliated company" or a
"principal underwriter" of an "investment company", as such terms
are defined in the Investment Company Act of 1940.

    Section 6.13.  Absence of UCC Financing Statements, Etc.  Except
with respect to Permitted Liens, there is no financing statement,
security agreement, chattel mortgage, real estate mortgage or
other document filed or recorded with any filing records,
registry, or other public office, that purports to cover, affect
or give notice of any present or possible future lien on, or
security interest or security title in, any property of the
Borrowers or their respective Subsidiaries or rights thereunder.

    Section 6.14.  Certain Transactions.  Except as set forth in the
Prospectus, none of the partners, officers, trustees, directors,
or employees of the Borrowers, the General Partner or the
Guarantors or any of their respective Subsidiaries is a party to
any transaction with either or both of the Borrowers or any of
their respective Subsidiaries (other than for services as
partners, employees, officers, trustees and directors), including
any contract, agreement or other arrangement providing for the
furnishing of services to or by, providing for rental of real or
personal property to or from, or otherwise requiring payments to
or from any partner, officer, trustee, director or such employee
or, to the knowledge of the Borrowers, any corporation,
partnership, trust or other entity in which any partner, officer,
trustee, director, or any such employee has a substantial
interest or is an officer, director, trustee or partner.

    Section 6.15.  Employee Benefit Plans.  Walden and each ERISA
Affiliate has fulfilled its obligations under the minimum funding
standards of ERISA and the Code with respect to each Employee
Benefit Plan, Multiemployer Plan or Guaranteed Pension Plan and
is in compliance in all material respects with the presently
applicable provisions of ERISA and the Code with respect to each
Employee Benefit Plan, Multiemployer Plan or Guaranteed Pension
Plan.  Neither Walden nor any ERISA Affiliate has (a) sought a
waiver of the minimum funding standard under Section 412 of the
Code in respect of any Employee Benefit Plan, Multiemployer Plan
or Guaranteed Pension Plan, (b) failed to make any contribution
or payment to any Employee Benefit Plan, Multiemployer Plan or
Guaranteed Pension Plan, or made any amendment to any Employee
Benefit Plan, Multiemployer Plan or Guaranteed Pension Plan,
which has resulted or could result in the imposition of a Lien or
the posting of a bond or other security under ERISA or the Code,
or (c) incurred any liability under Title IV of ERISA other than
a liability to the PBGC for premiums under Section 4007 of ERISA.
None of the Unencumbered Operating Properties constitutes a "plan
asset" of any Employee Plan, Multiemployer Plan or Guaranteed
Pension Plan.

    Section 6.16.  Regulations U and X.  No portion of any Loan is to
be used for the purpose of purchasing or carrying any "margin
security" or "margin stock" as such terms are used in Regulations
U and X of the Board of Governors of the Federal Reserve System,
12 C.F.R. Parts 221 and 224.

    Section 6.17.  Environmental Compliance.  The Borrowers have taken
or caused to be taken all commercially reasonable steps to
investigate the past and present conditions and usage of the Real
Estate and the operations conducted thereon and, based upon such
investigation, makes the following representations and
warranties.

         (a)  With respect to the Unencumbered Operating
Properties, and to the best of the Borrowers' knowledge with
respect to any other Real Estate, except as set forth in
Schedule 6.17, none of the Borrowers or their respective
Subsidiaries or any operator of the Real Estate, or any
operations thereon is in violation, or alleged violation, of any
judgment, decree, order, law, license, rule or regulation
pertaining to environmental matters, including without
limitation, those arising under the Resource Conservation and
Recovery Act ("RCRA"), the Comprehensive Environmental Response,
Compensation and Liability Act of 1980 as amended ("CERCLA"), the
Superfund Amendments and Reauthorization Act of 1986 ("SARA"),
the Federal Clean Water Act, the Federal Clean Air Act, the Toxic
Substances Control Act, or any state or local statute,
regulation, ordinance, order or decree relating to the
environment (hereinafter "Environmental Laws"), which violation
involves the Unencumbered Operating Properties or other Real
Estate and would have a material adverse effect on the
environment or the business, assets or financial condition of the
Borrowers or any of their respective Subsidiaries.  Although not
a violation of any Environmental Law, Borrowers have disclosed to
Agent that the Unencumbered Operating Properties commonly known
as Preston Greens, Post Oak and Fountaingate/Willow Creek contain
elevated levels of lead in the drinking water as described in
environmental reports previously submitted to Agent.

         (b)  Neither the Borrowers nor any of their respective
Subsidiaries has received notice from any third party including,
without limitation, any federal, state or local governmental
authority, (i) that it has been identified by the United States
Environmental Protection Agency ("EPA") as a potentially
responsible party under CERCLA with respect to a site listed on
the National Priorities List, 40 C.F.R. Part 300 Appendix B
(1986); (ii) that any hazardous waste, as defined by 42 U.S.C.
Section 9601(5), any hazardous substances as defined by 42 U.S.C.
Section 9601(14), any pollutant or contaminant as defined by 42 U.S.C.
Section 9601(33) or any toxic substances, oil or hazardous materials or
other chemicals or substances regulated by any Environmental Laws
("Hazardous Substances") which it has generated, transported or
disposed of have been found at any site at which a federal, state
or local agency or other third party has conducted or has ordered
that the Borrowers or any of their respective Subsidiaries
conduct a remedial investigation, removal or other response
action pursuant to any Environmental Law; or (iii) that it is or
shall be a named party to any claim, action, cause of action,
complaint, or legal or administrative proceeding (in each case,
contingent or otherwise) arising out of any third party's
incurrence of costs, expenses, losses or damages of any kind
whatsoever in connection with the release of Hazardous
Substances.

         (c)  With respect to the Unencumbered Operating
Properties, and to the best of the Borrowers' knowledge, with
respect to any other Real Estate, except as set forth in Schedule
6.17, or in the case of Real Estate acquired after the date
hereof, except as may be disclosed in writing to the Agent upon
the acquisition of the same:  (i) no portion of the Real Estate
has been used for the handling, processing, storage or disposal
of Hazardous Substances except in accordance with applicable
Environmental Laws, and no underground tank or other underground
storage receptacle for Hazardous Substances is located on any
portion of such Real Estate; (ii) in the course of any activities
conducted by the Borrowers or any of their respective
Subsidiaries or the operators of any of their properties, no
Hazardous Substances have been generated or are being used on the
Real Estate of such Person except in the ordinary course of
business and in accordance with applicable Environmental Laws;
(iii) there has been no past or present releasing, spilling,
leaking, pumping, pouring, emitting, emptying, discharging,
injecting, escaping, disposing or dumping (a "Release") or
threatened Release of Hazardous Substances on, upon, into or from
such Real Estate, or, to the best of the Borrowers' knowledge,
on, upon, into or from the other properties of the Borrowers or
any of their respective Subsidiaries, which Release would have a
material adverse effect on the value of any of such Real Estate
or adjacent properties or the environment; (iv) to the best of
the Borrowers' knowledge, there have been no Releases on, upon,
from or into any real property in the vicinity of any of such
Real Estate which, through soil or groundwater contamination, may
have come to be located on, and which would have a material
adverse effect on the value of, such Real Estate; and (v) any
Hazardous Substances that have been generated on any of such Real
Estate have been transported off-site only by carriers having an
identification number issued by the EPA or approved by a state or
local environmental regulatory authority having jurisdiction
regarding the transportation of such substance and treated or
disposed of only by treatment or disposal facilities maintaining
valid permits as required under all applicable Environmental
Laws, which transporters and facilities have been and are, to the
best of the Borrowers' knowledge operating in compliance with
such permits and applicable Environmental Laws.  Upon the receipt
by the Agent of any such disclosure, the Agent shall promptly
notify the Banks thereof.

         (d)  Neither the Borrowers, their respective
Subsidiaries nor any Real Estate of such Person is subject to any
applicable Environmental Law requiring the performance of
Hazardous Substances site assessments, or the removal or
remediation of Hazardous Substances, or the giving of notice to
any governmental agency or the recording or delivery to other
Persons of an environmental disclosure document or statement by
virtue of the transactions set forth herein and contemplated
hereby, or as a condition to the effectiveness of any other
transactions contemplated hereby.

    Section 6.18.  Subsidiaries.  Schedule 6.18 sets forth all of the
Subsidiaries of WDOP and Walden.  The form and jurisdiction of
organization of each of the Subsidiaries, and WDOP's and Walden's
ownership interest therein, is set forth in said Schedule 6.18.

    Section 6.19.  Loan Documents and the Guarantors.  All of the
representations and warranties of the Borrowers and the
Guarantors made in this Agreement and the other Loan Documents or
any document or instrument delivered to the Agent or the Banks
pursuant to or in connection with any of such Loan Documents are
true and correct in all material respects, and none of the
Borrowers nor the Guarantors has failed to disclose such
information as is necessary to make such representations and
warranties not misleading.

    Section 6.20.  Property.  All of the Borrowers', the Guarantors'
and their respective Subsidiaries' properties are in good repair
and condition, subject to ordinary wear and tear, other than with
respect to deferred maintenance existing as of the date of
acquisition of such property as permitted in this Section 6.20.  The
Borrowers further have completed or caused to be completed an
appropriate investigation of the environmental condition of each
such property as of the later of the date of the Borrowers', the
Guarantors' or such Subsidiaries' purchase thereof or the date
upon which such property was last security for Indebtedness of
such Borrower, such Guarantor or such Subsidiary, including
preparation of a "Phase I" report and, if appropriate, a "Phase
II" report, in each case prepared by a recognized environmental
engineer in accordance with customary standards which discloses
that such property is not in violation of the representations and
covenants set forth in this Agreement, unless such violation has
been disclosed in writing to the Agent and satisfactory
remediation actions are being taken.  There are no unpaid or
outstanding real estate or other taxes or assessments on or
against any property of any Borrower, any Guarantor or any of
their respective Subsidiaries which are payable by such Person
(except only real estate or other taxes or assessments, that are
not yet due and payable).  There are no pending eminent domain
proceedings against any property of Borrowers, the Guarantors or
their respective Subsidiaries or any part thereof, and, to the
knowledge of the Borrowers, no such proceedings are presently
threatened or contemplated by any taking authority which may
individually or in the aggregate have any materially adverse
effect on the business or financial condition of the Borrowers or
the Guarantors.  None of the property of Borrowers, the
Guarantors or their respective Subsidiaries is now damaged or
injured as a result of any fire, explosion, accident, flood or
other casualty in any manner which individually or in the
aggregate would have any materially adverse effect on the
business or financial condition of the Borrowers or the
Guarantors.  The Real Estate owned by Walden, WDOP and their
respective Subsidiaries is set forth on Schedule 6.20 hereto.

    Section 6.21.  Brokers.  None of the Borrowers nor any of their
respective Subsidiaries has engaged or otherwise dealt with any
broker, finder or similar entity in connection with this
Agreement or the Loans contemplated hereunder.

    Section 6.22.  Other Debt.  None of the Borrowers, the General
Partner, the Guarantors or any of their respective Subsidiaries
is in default in the payment of any other Indebtedness or under
any agreement, mortgage, deed of trust, security agreement,
financing agreement, indenture or lease to which any of them is a
party.  None of the Borrowers is a party to or bound by any
agreement, instrument or indenture that may require the
subordination in right or time of payment of any of the
Obligations to any other indebtedness or obligation of such
Borrower.  The Borrowers have provided to the Agent copies of all
agreements, mortgages, deeds of trust, financing agreements or
other material agreements binding upon Borrowers, the General
Partner, the Guarantors or their respective properties and
entered into by such Person as of the date of this Agreement with
respect to any Indebtedness of such Person.  Schedule 6.22 hereto
sets forth all of the Indebtedness of the type described in
Section 8.1(g) and (h) of the Borrowers and their respective
Subsidiaries as of the date hereof.

    Section 6.23.  Solvency.  As of the Closing Date and after giving
effect to the transactions contemplated by this Agreement and the
other Loan Documents, including all of the Loans made or to be
made hereunder, neither the Borrowers nor any Guarantor is
insolvent on a balance sheet basis such that the sum of such
Person's assets exceeds the sum of such Person's liabilities,
each Borrower and each Guarantor is able to pay its debts as they
become due, and each Borrower and each Guarantor has sufficient
capital to carry on its business.

    Section 6.24.  Partners.  Walden is the sole general partner of
WDOP and owns a 1% partnership interest in WDOP.  Walden
Operating, Inc. is the sole general partner of WROP and owns a 1%
partnership interest in WROP.  WDN Properties, Inc. is a limited
partner of WDOP and WROP and owns an approximately 58%
partnership interest in WDOP and a 77.3784% partnership interest
in WROP.  WROP is a limited partner of WDOP and owns an
approximately 11% partnership interest in WDOP.  Walden owns one
hundred percent (100%) of the issued and outstanding shares of
stock of WDN Properties, Inc. and Walden Operating, Inc.

    Section 6.25.  Exchange Agreement.  The Borrower has delivered or
made available to the Agent a true, correct and complete copy of
the Exchange Agreement.  The Exchange Agreement is in full force
and effect in accordance with its respective terms, there are no
material claims resulting from non-performance of the terms
thereof or otherwise or any basis for a material claim by any
party to the Exchange Agreement, nor has there been any waiver of
any material terms thereunder.

    Section 6.26.  Walden - WDOP Partners.  WDOP and Walden have not
entered into that certain form of Agreement of General
Partnership of Walden - WDOP Partners delivered to the Agent
prior to the Closing Date.

    Section 6.27.  No Fraudulent Intent.  Neither the execution and
delivery of this Agreement or any of the other Loan Documents nor
the performance of any actions required hereunder or thereunder
is being undertaken by any Borrower or any Guarantor with or as a
result of any actual intent by any of such Persons to hinder,
delay or defraud any entity to which any of such Persons is now
or will hereafter become indebted.

    Section 6.28.  Transaction in best interests of Borrowers;
Consideration.  The transaction evidenced by this Agreement and
the other Loan Documents is in the best interests of the
Borrowers and the creditors of such Persons.  The direct and
indirect benefits to inure to the Borrowers pursuant to this
Agreement and the other Loan Documents constitute substantially
more than "reasonably equivalent value" (as such term is used in
Section 548 of the Bankruptcy Code) and "valuable consideration,"
"fair value," and "fair consideration" (as such terms are used in
any applicable state fraudulent conveyance law), in exchange for
the benefits to be provided by the Borrowers pursuant to this
Agreement and the other Loan Documents, and but for the
willingness of the Borrowers to be jointly and severally liable
as co-borrowers for the Loan, Borrowers would be unable to obtain
the financing contemplated hereunder which financing will enable
the Borrowers and their respective Subsidiaries to have available
financing to conduct and expand their business.

    Section 7.  AFFIRMATIVE COVENANTS OF THE BORROWERS.

    The Borrowers covenant and agree that, so long as any Loan
or Note is outstanding or any Bank has any obligation to make any
Loans:

    Section 7.1.  Punctual Payment.  The Borrowers will duly and
punctually pay or cause to be paid the principal and interest on
the Loans and all interest and fees provided for in this
Agreement, all in accordance with the terms of this Agreement and
the Notes as well as all other sums owing pursuant to the Loan
Documents.

    Section 7.2.  Maintenance of Office.  The Borrowers will maintain
their chief executive offices at One Lincoln Center, 5400 LBJ
Freeway, Suite 400, LB45, Dallas County, Dallas, Texas 75240, or
at such other place in the United States of America as the
Borrowers shall designate upon prior written notice to the Agent
and the Banks, where notices, presentations and demands to or
upon the Borrowers in respect of the Loan Documents may be given
or made.

    Section 7.3.  Records and Accounts.  The Borrowers will (a) keep,
and cause each of its Subsidiaries to keep, true and accurate
records and books of account in which full, true and correct
entries will be made in accordance with generally accepted
accounting principles and (b) maintain adequate accounts and
reserves for all taxes (including income taxes), depreciation,
depletion and amortization of its properties and the properties
of its Subsidiaries, contingencies and other reserves.  Neither
of the Borrowers nor any of their respective Subsidiaries shall,
without the prior written consent of the Majority Banks, (x) make
any material change to the accounting procedures used by such
Person in preparing the financial statements and other
information described Section 6.4 or (y) change its fiscal year.

    Section 7.4.  Financial Statements, Certificates and Information.
The Borrowers will deliver or cause to be delivered to each of
the Banks:

         (a)  as soon as practicable, but in any event not later
than 90 days after the end of each fiscal year of Walden and
WDOP, the audited consolidated balance sheet of Walden and its
Subsidiaries and of WDOP and its Subsidiaries at the end of such
year, and the related audited consolidated statements of income,
changes in shareholder's equity and cash flows for such year,
each setting forth in comparative form the figures for the
previous fiscal year and all such statements to be in reasonable
detail, prepared in accordance with generally accepted accounting
principles, and accompanied by an auditor's report prepared
without qualification by Deloitte & Touche or by another "Big
Six" accounting firm, the Form 10-K filed with the SEC (unless
the SEC has approved an extension, in which event Walden and WDOP
will deliver to the Agent and each of the Banks a copy of the
Form 10-K simultaneously with delivery to the SEC), and any other
information the Banks may need to complete a financial analysis
of Walden and its Subsidiaries and WDOP and its Subsidiaries,
together with a written statement from such accountants to the
effect that they have read a copy of this Agreement, and that, in
making the examination necessary to said certification, they have
obtained no knowledge of any Default or Event of Default, or, if
such accountants shall have obtained knowledge of any then
existing Default or Event of Default they shall disclose in such
statement any such Default or Event of Default; provided that
such accountants shall not be liable to the Agent or the Banks
for failure to obtain knowledge of any Default or Event of
Default;

         (b)  as soon as practicable, but in any event not later
than 45 days after the end of each of the first three fiscal
quarters of Walden and WDOP, copies of the unaudited consolidated
balance sheet of Walden and its Subsidiaries and of WDOP and its
Subsidiaries, respectively as at the end of such quarter, and the
related unaudited consolidated statements of income, changes in
shareholder's equity and cash flows for the portion of Walden's
and WDOP's fiscal year then elapsed, all in reasonable detail and
prepared in accordance with generally accepted accounting
principles (which may be provided by inclusion in the Form 10-Q
of Walden and WDOP for such period provided pursuant to
subsection (c) below), together with a certification by the
principal financial or accounting officer of Walden, for Walden
and as the general partner of WDOP, that the information
contained in such financial statements fairly presents the
financial position of Walden and its Subsidiaries and WDOP and
its Subsidiaries on the date thereof (subject to year-end
adjustments);

         (c)  as soon as practicable, but in any event not later
than 45 days after the end of each of the first three fiscal
quarters of Walden and WDOP in each year, copies of Form 10-Q
filed with the SEC (unless the SEC has approved an extension in
which event Walden and WDOP will deliver such copies of the Form
10-Q to the Agent and each of the Banks simultaneously with
delivery to the SEC);

         (d)  as soon as practicable, but in any event not later
than 45 days after the end of each fiscal quarter of Walden
(including the fourth fiscal quarter in each year), copies of a
consolidated statement of Operating Cash Flow for such fiscal
quarter for Walden and its Subsidiaries, prepared on a basis
consistent with the statement furnished pursuant to Section 6.4,
together with a certification by the chief financial or chief
accounting officer of Walden that the information contained in
such statement fairly presents the Operating Cash Flow of Walden
and its Subsidiaries for such period;

         (e)  simultaneously with the delivery of the financial
statements referred to in subsections (a) and (b) above, a
statement (a "Compliance Certificate") certified by the principal
financial or accounting officer of the general partner of WDOP
and the principal financial or accounting officer of Walden in
the form of Exhibit B hereto (or in such other form as the Agent
may approve from time to time) setting forth in reasonable detail
computations evidencing compliance with the covenants contained
in Section 9 and the other covenants described therein, and (if
applicable) reconciliations to reflect changes in generally
accepted accounting principles since the Balance Sheet Date;

         (f)  concurrently with the delivery of the financial
statements described in subsection (b) above, a certificate
signed by the President or Chief Financial Officer of Walden, for
Walden and as the general partner of WDOP, to the effect that,
having read this Agreement, and based upon an examination which
they deem sufficient to enable them to make an informed
statement, there does not exist any Default or Event of Default,
or if such Default or Event of Default has occurred, specifying
the facts with respect thereto;

         (g)  contemporaneously with the filing or mailing
thereof, copies of all material of a financial nature filed with
the SEC or sent to the stockholders of Walden or the partners of
WDOP;

         (h)  as soon as practicable but in any event not later
than 45 days after the end of each fiscal quarter of the
Borrowers (including the fourth fiscal quarter in each year), a
summary rent roll with respect to the Unencumbered Operating
Properties in form reasonably satisfactory to the Majority Banks;

         (i)  promptly after they are filed with the Internal
Revenue Service, copies of all annual federal income tax returns
and amendments thereto of each of the Borrowers;

         (j)  not later than five (5) Business Days after Walden
receives notice of the same from either Rating Agency or
otherwise learns of the same, notice of the issuance of any
change in the rating by either Rating Agency in respect of any
debt of Walden (including any change in an Implied Rating),
together with the details thereof, and of any announcement by
either Rating Agency that any such rating is "under review" or
that any such rating has been placed on a watch list or that any
similar action has been taken by either Rating Agency
(collectively a "Rating Notice");

         (k)  not later than forty-five (45) days after the end
of each fiscal quarter of the Borrowers (including the fourth
fiscal quarter in each year), a list setting forth the following
information with respect to each new Subsidiary of WDOP: (i) the
name and structure of the Subsidiary, (ii) a description of the
property owned by such Subsidiary, and (iii) such other
information as the Agent may reasonably request;

         (l)  simultaneously within the delivery of the
financial statement referred to in subsection (a) above, a
statement (i) listing the Real Estate owned by Walden and its
Subsidiaries (or in which Walden or its Subsidiaries owns an
interest) and stating the location thereof, the date acquired and
the acquisition cost, (ii) listing the Indebtedness of Walden and
its Subsidiaries (excluding Indebtedness of the type described in
Section 8.1(b)-(e)), which statement shall include, without limitation,
a statement of the original principal amount of such Indebtedness
and the current amount outstanding, the holder thereof, the
maturity date and any extension options, the interest rate, the
collateral provided for such Indebtedness and whether such
Indebtedness is recourse or non-recourse, and (iii) listing the
properties of Walden and its respective Subsidiaries which are
under "development" (as used in Section 8.9) and providing a brief
summary of the status of such development; and

         (m)  from time to time such other financial data and
information in the possession of the Borrowers or their
respective Subsidiaries (including without limitation auditors'
management letters, evidence of payment of taxes, property
inspection and environmental reports and information as to zoning
and other legal and regulatory changes affecting any of such
Persons) as the Agent may reasonably request.

    Section 7.5.  Notices.

         (a)  Defaults.  The Borrowers will promptly notify the
Agent in writing of the occurrence of any Default or Event of
Default.  If any Person shall give any notice or take any other
action in respect of a claimed default (whether or not
constituting an Event of Default) under this Agreement or under
any note, evidence of indebtedness, indenture or other obligation
to which or with respect to which the Borrowers, the General
Partner, the Guarantors or any of their respective Subsidiaries
is a party or obligor, whether as principal or surety, and such
default would permit the holder of such note or obligation or
other evidence of indebtedness to accelerate the maturity
thereof, which acceleration would have a material adverse effect
on the Borrowers, the General Partner or the Guarantors or the
existence of which claimed default might become an Event of
Default under Section 12.1(g), the Borrowers shall forthwith give
written notice thereof to the Agent and each of the Banks,
describing the notice or action and the nature of the claimed
default.

         (b)  Environmental Events.  The Borrowers will promptly
give notice to the Agent (i) upon the Borrowers or the Guarantors
obtaining knowledge of any potential or known Release, or threat
of Release, of any Hazardous Substances at or from any Real
Estate; (ii) of any violation of any Environmental Law that
either Borrower, the Guarantors or any of their respective
Subsidiaries reports in writing or is reportable by such Person
in writing (or for which any written report supplemental to any
oral report is made) to any federal, state or local environmental
agency; and (iii) upon becoming aware thereof, of any inquiry,
proceeding, investigation, or other action, including a notice
from any agency of potential environmental liability, of any
federal, state or local environmental agency or board, that in
either case involves any Real Estate or has the potential to
materially affect the assets, liabilities, financial conditions
or operations of such Person.

         (c)  Notice of Litigation and Judgments.  The Borrowers
will give notice to the Agent in writing within 15 days of
becoming aware of any litigation or proceedings threatened in
writing or any pending litigation and proceedings affecting
either Borrower, the General Partner, the Guarantors or any of
their respective Subsidiaries or to which any of such Persons is
or is to become a party involving an uninsured claim against such
Person that could reasonably be expected to have a materially
adverse effect on either Borrower or any Guarantor and stating
the nature and status of such litigation or proceedings.  The
Borrowers will give notice to the Agent, in writing, in form and
detail satisfactory to the Agent and each of the Banks, within
ten days of any judgment not covered by insurance, whether final
or otherwise, against a Borrower, the General Partner, a
Guarantor or any of their respective Subsidiaries in an amount in
excess of $1,000,000.00.

         (d)  Notice of Proposed Sales, Encumbrances, Refinance
or Transfer.  The Borrowers will give notice to the Agent of any
proposed or completed sale, encumbrance, refinance or transfer of
any Real Estate within any fiscal quarter of the Borrowers, such
notice to be submitted together with the Compliance Certificate
provided or required to be provided to the Banks under Section 7.4 with
respect to such fiscal quarter.  The Compliance Certificate shall
with respect to any proposed or completed sale, encumbrance,
refinance or transfer be adjusted in the best good-faith estimate
of the Borrowers to give effect to such sale, encumbrance,
refinance or transfer and demonstrate that no Default or Event of
Default with respect to the covenants referred to therein shall
exist after giving effect to such sale, encumbrance, refinance or
transfer.  Notwithstanding the foregoing, in the event of any
sale, encumbrance, refinance or transfer of any Real Estate
involving an aggregate amount in excess of $25,000,000.00, the
Borrowers shall promptly give notice to the Agent of such
transaction, which notice shall be accompanied by a certification
of the chief financial officer of Walden for itself and as the
sole general partner of WDOP that no Default or Event of Default
shall exist after giving affect to such event.

         (e)  Notification of Banks.  Promptly after receiving
any notice under this Section 7.5, the Agent will forward a copy thereof
to each of the Banks, together with copies of any certificates or
other written information that accompanied such notice.

    Section 7.6.  Existence; Maintenance of Properties.

         (a)  The Borrowers will do or cause to be done all
things necessary to preserve and keep in full force and effect
its existence as a Delaware limited partnership or Maryland
corporation, as applicable.  The Borrowers will cause each of
their respective Subsidiaries to do or cause to be done all
things necessary to preserve and keep in full force and effect
its legal existence.  Each Borrower will do or cause to be done
all things necessary to preserve and keep in full force all of
its rights and franchises and those of its Subsidiaries.  Each
Borrower will, and will cause each of its Subsidiaries to,
continue to engage primarily in the businesses now conducted by
it and in related businesses.

         (b)  Irrespective of whether proceeds of the Loans are
available for such purpose, each Borrower (i) will cause all of
its properties and those of its Subsidiaries used or useful in
the conduct of its business or the business of its Subsidiaries
to be maintained and kept in good condition, repair and working
order (ordinary wear and tear excepted) and supplied with all
necessary equipment, and (ii) will cause to be made all necessary
repairs, renewals, replacements, betterments and improvements
thereof in all cases in which the failure so to do would have a
material adverse effect on the condition of its properties or on
the financial condition, assets or operations of such Borrower
and its Subsidiaries.

    Section 7.7.  Insurance.  The Borrowers will, at their expense,
procure and maintain or cause to be procured and maintained
insurance covering the Borrowers, their respective Subsidiaries
and their respective properties in such amounts and against such
risks and casualties as are customary for properties of similar
character and location, due regard being given to the type of
improvements thereon, their construction, location, use and
occupancy.

    Section 7.8.  Taxes.  The Borrowers and their respective
Subsidiaries will duly pay and discharge, or cause to be paid and
discharged, before the same shall become overdue, all taxes,
assessments and other governmental charges imposed upon each of
them and upon the Real Estate, sales and activities, or any part
thereof, or upon the income or profits therefrom, as well as all
claims for labor, materials, or supplies that if unpaid might by
law become a lien or charge upon any of its property; provided
that any such tax, assessment, charge, levy or claim need not be
paid if the validity or amount thereof shall currently be
contested in good faith by appropriate proceedings and if such
Borrower or such Subsidiary shall have set aside on its books
adequate reserves with respect thereto; and provided, further,
that forthwith upon the commencement of proceedings to foreclose
any lien that may have attached as security therefor, each
Borrower and each Subsidiary of the Borrowers either (i) will
provide a bond issued by a surety reasonably acceptable to the
Agent and sufficient to stay all such proceedings or (ii) if no
such bond is provided, will pay each such tax, assessment,
charge, levy or claim.  The Borrowers shall certify annually to
the Agent that this Section 7.8 has been satisfied with respect to the
Unencumbered Operating Properties.

    Section 7.9.  Inspection of Properties and Books.  The Borrowers
shall permit the Banks, through the Agent or any representative
designated by the Agent, at the Borrowers' expense to visit and
inspect any of the properties of the Borrowers or any of their
respective Subsidiaries, to examine the books of account of the
Borrowers and their respective Subsidiaries (and to make copies
thereof and extracts therefrom) and to discuss the affairs,
finances and accounts of the Borrowers and their respective
Subsidiaries with, and to be advised as to the same by, its
officers, all at such reasonable times and intervals as the Agent
or any Bank may reasonably request.  The Banks shall use good
faith efforts to coordinate such visits and inspections so as to
minimize the interference with and disruption to the Borrowers'
normal business operations.

    Section 7.10.  Compliance with Laws, Contracts, Licenses, and
Permits.  Each Borrower will comply with, and will cause each of
its Subsidiaries to comply in all respects with (i) all
applicable laws and regulations now or hereafter in effect
wherever its business is conducted, including all Environmental
Laws, (ii) the provisions of its corporate charter, partnership
agreement or declaration of trust, as the case may be, and other
charter documents and bylaws, (iii) all agreements and
instruments to which it is a party or by which it or any of its
properties may be bound, (iv) all applicable decrees, orders, and
judgments, and (v) all licenses and permits required by
applicable laws and regulations for the conduct of its business
or the ownership, use or operation of its properties.  If at any
time while any Loan or Note is outstanding or the Banks have any
obligation to make Loans hereunder, any authorization, consent,
approval, permit or license from any officer, agency or
instrumentality of any government shall become necessary or
required in order that the Borrowers may fulfill any of their
obligations hereunder, the Borrowers will immediately take or
cause to be taken all steps necessary to obtain such
authorization, consent, approval, permit or license and furnish
the Agent and the Banks with evidence thereof.

    Section 7.11.  Use of Proceeds.  The Borrowers will use the
proceeds of the Loans solely to provide short-term financing (a)
for the refinance of the indebtedness evidenced by the Prior
Agreement, and (b) for such other purposes as the Majority Banks
in their discretion from time to time may agree to in writing.

    Section 7.12.  Further Assurances.  The Borrowers will cooperate
with, and will cause each of the Guarantors and their respective
Subsidiaries to cooperate with the Agent and the Banks and
execute such further instruments and documents as the Banks or
the Agent shall reasonably request to carry out to their
satisfaction the transactions contemplated by this Agreement and
the other Loan Documents.

    Section 7.13.  Management; Business Operations. The Borrowers shall
cause all Unencumbered Operating Properties at all times to be
managed by Walden and no change shall occur in such management
without the prior written approval of the Majority Banks.  The
Borrowers and the Guarantors shall operate their respective
businesses as described in the Prospectus and in compliance with
the terms and conditions of this Agreement and the Loan
Documents.  Walden shall at all time comply with all requirements
of applicable laws necessary to maintain REIT Status and shall
operate, and shall cause its Subsidiaries to operate, their
respective businesses as described in the Prospectus and in
compliance with the terms and conditions of this Agreement.

    Section 7.14.  Unencumbered Operating Properties.

         (a)  The Borrowers shall at all times own Unencumbered
Operating Properties which satisfy all of the following
conditions:

              (i)  the Unencumbered Operating Properties shall
    consist solely of Real Estate which has an aggregate
    occupancy level (on a portfolio basis) of at least ninety
    percent (90%) for the previous four (4) fiscal quarters of
    the Borrowers based on bona fide arms-length tenant leases
    requiring current rental payments; and

              (ii) no more than thirty percent (30%) of the
    Asset Value of the Unencumbered Operating Properties may be
    located in any one city or metropolitan area (it being
    agreed that Dallas and Fort Worth and their respective
    suburbs shall be considered as separate cities for the
    purposes hereof); provided that no more than forty percent
    (40%) of the Asset Value of the Unencumbered Operating
    Properties may be located in Houston, Texas.

         (b)  The Borrowers shall provide to the Agent and each
of the Banks as of the Closing Date and concurrently with the
delivery of the financial statements described in Section 7.4(a) (i) a
list of the Unencumbered Operating Properties, (ii) the
certification of the chief financial or chief accounting officer
of Walden, for itself and as the sole general partner of WDOP of
the Asset Values and that such properties are in compliance with
Section 7.14(a) and Section 9.1, (iii) operating statements setting forth the
Operating Cash Flow and capital expenditures for each of the
Unencumbered Operating Properties for the previous four (4)
fiscal quarters certified as true and correct by the chief
financial or chief accounting officer of Walden, for itself and
as the sole general partner of WDOP, and (iv) that the
Unencumbered Operating Properties comply with the terms of Section 6.17
and 6.20.  In the event that all or any material portion of a
property within the Unencumbered Operating Properties shall be
damaged or taken by condemnation, then such property shall no
longer be a part of the Unencumbered Operating Properties unless
and until any damage to such Real Estate is repaired or restored,
such Real Estate becomes fully operational and the Agent shall
receive evidence satisfactory to the Agent of the value and
Operating Cash Flow of such Real Estate following such repair or
restoration.

    Section 7.15.  Limiting Agreements.

         (a)  Neither Borrower, any Guarantor nor any of their
respective Subsidiaries shall enter into, any agreement,
instrument or transaction which has or may have the effect of
prohibiting or limiting such Borrower's or any Guarantor's
ability to pledge to Agent the Unencumbered Operating Properties,
Real Estate which is owned by the Borrowers or such Guarantors
which is free and clear of all Liens other than the Liens
permitted in Section 8.2(i), (iii) and (v) or any other assets of the
Borrowers or such Guarantor as security for the Loans.  Borrowers
shall take, and shall cause the Guarantors and their respective
Subsidiaries to take, such actions as are necessary to preserve
the right and ability of Borrowers and the Guarantors to pledge
those Real Estate and other assets as security for the Loans
without any such pledge after the date hereof causing or
permitting the acceleration (after the giving of notice or the
passage of time, or otherwise) of any other Indebtedness of
Borrowers, the Guarantors or any of their respective
Subsidiaries.

         (b)  Borrowers shall, upon demand, provide to the Agent
such evidence as the Agent may reasonably require to evidence
compliance with this Section 7.15, which evidence shall include, without
limitation, copies of any agreements or instruments which would
in any way restrict or limit a Borrower's or any Guarantor's
ability to pledge assets as security for Indebtedness, or which
provide for the occurrence of a default (after the giving of
notice or the passage of time, or otherwise) if assets are
pledged in the future as security for Indebtedness of such
Borrower or any of its Subsidiaries.

    Section 7.16.  Intentionally Omitted.

    Section 7.17.  Distributions of Income to the Borrowers.  Each
Borrower shall cause all of its Subsidiaries to promptly
distribute to such Borrower (but not less frequently than once
each fiscal quarter of such Borrower), whether in the form of
dividends, distributions or otherwise, all profits, proceeds or
other income relating to or arising from its Subsidiaries' use,
operation, financing, refinancing, sale or other disposition of
their respective assets and properties after (a) the payment by
each Subsidiary of its Debt Service and operating expenses for
such quarter and (b) the establishment of reasonable reserves for
the payment of operating expenses not paid on at least a
quarterly basis and capital improvements to be made to such
Subsidiary's assets and properties approved by such Subsidiary in
the ordinary course of business consistent with its past
practices.

    Section 7.18.  More Restrictive Agreements. Should any Borrower or
any Guarantor enter into or modify any agreements or documents
pertaining to any existing or future Indebtedness, Debt Offering
or Equity Offering, which agreements or documents include
covenants (whether affirmative or negative), warranties,
representations, defaults or events of default (or any other
provision which may have the same practical effect as any of the
foregoing) which are individually or in the aggregate more
restrictive against either Borrower, any Guarantor or their
respective Subsidiaries than those set forth herein or in any of
the other Loan Documents or which provide for a guaranty of the
obligations thereunder by a Person that is not liable for the
Obligations, the Borrowers shall promptly notify the Agent and,
if requested by the Majority Banks, the Borrowers, the Agent, and
the Majority Banks shall (and if applicable, the Borrower shall
cause the Guarantors to) promptly amend this Agreement and the
other Loan Documents to include some or all of such more
restrictive provisions or provide for a guaranty of the
Obligations by such Person as determined by the Majority Banks in
their sole discretion.

    Section 8.  CERTAIN NEGATIVE COVENANTS OF THE BORROWERS.

    The Borrowers covenant and agree that, so long as any Loan
or Note is outstanding or any of the Banks has any obligation to
make any Loans:

    Section 8.1.  Restrictions on Indebtedness.  The Borrowers will
not, and will not permit any of their respective Subsidiaries to,
create, incur, assume, guarantee or be or remain liable,
contingently or otherwise, with respect to any Indebtedness other
than:

         (a)  Indebtedness to the Banks arising under any of the
Loan Documents;

         (b)  current liabilities of the Borrowers or their
respective Subsidiaries incurred in the ordinary course of
business but not incurred through (i) the borrowing of money, or
(ii) the obtaining of credit except for credit on an open account
basis customarily extended and in fact extended in connection
with normal purchases of goods and services;

         (c)  Indebtedness in respect of taxes, assessments,
governmental charges or levies and claims for labor, materials
and supplies to the extent that payment therefor shall not at the
time be required to be made in accordance with the provisions of
Section 7.8;

         (d)  Indebtedness in respect of judgments or awards
that have been in force for less than the applicable period for
taking an appeal so long as execution is not levied thereunder or
in respect of which the applicable Borrower shall at the time in
good faith be prosecuting an appeal or proceedings for review and
in respect of which a stay of execution shall have been obtained
pending such appeal or review;

         (e)  endorsements for collection, deposit or
negotiation and warranties of products or services, in each case
incurred in the ordinary course of business;

         (f)  Indebtedness in respect of reverse repurchase
agreements having a term of not more than 180 days with respect
to Investments described in Section 8.3(d) or (e);

         (g)  subject to the provisions of Section 8.1(h)(i) and Section 9,
secured Indebtedness of Walden and its Subsidiaries in an
aggregate outstanding principal amount not exceeding forty
percent (40%) of Walden's Consolidated Total Assets; and

         (h)  subject to the provisions of Section 9, secured or
unsecured recourse Indebtedness of the Borrowers, provided that
(i) the aggregate outstanding principal amount of such
Indebtedness (excluding the Obligations) and the portion of the
Indebtedness described in Section 8.1(g) that is recourse to Walden and
its Subsidiaries shall not exceed five percent (5%) of Walden's
Consolidated Total Assets (provided, however, that with respect
to senior unsecured recourse Indebtedness of the Borrowers only,
the aggregate outstanding amount of such Indebtedness (excluding
the Obligations, but including any of such Indebtedness permitted
within the five percent (5%) threshold described above) shall not
exceed fifty percent (50%) of Walden's Consolidated Total
Assets), (ii) at the time such Indebtedness is issued the
scheduled maturity date of such Indebtedness is not sooner than
180 days after the Maturity Date (after giving effect to any
extension of the Maturity Date which may have been requested by
the Borrowers prior to the issuance of such Indebtedness or
approved by the Banks, whether or not the same has become
effective), and (iii) any covenants or restrictions imposed upon
the Borrowers or their respective Subsidiaries in connection with
such Indebtedness shall not individually or in the aggregate be
more restrictive against the Borrowers and their respective
Subsidiaries than the covenants and restrictions imposed pursuant
to this Agreement or the other Loan Documents, and provided
further that neither Walden nor any of its Subsidiaries shall
incur any of the Indebtedness described in this Section 8.1(h) unless it
shall have provided to the Banks (A) prior written notice of the
proposed issuance of such Indebtedness, a statement that no
Default or Event of Default exists and a certificate that the
Borrowers will be in compliance with its covenants referred to
therein after giving effect to such incurrence, (B) evidence
reasonably satisfactory to the Agent  that the Rating Agencies
have been advised of the issuance of such Indebtedness within
five (5) days of such issuance, and (C) upon the request of
Agent, evidence that the annual rating maintenance fee has been
paid to the Rating Agencies;

         (i)  subject to the provisions of Section 9, Indebtedness in
an aggregate outstanding principal amount not exceeding
$150,000,000.00 at any time of Borrowers pursuant to that certain
Revolving Credit Agreement dated December 15, 1997, among
Borrowers, BKB, the other banks which are a party thereto and
which may become a party thereto and BKB, as Agent; and

         (j)  unsecured Indebtedness between Walden and WDOP
provided that the terms of such Indebtedness are satisfactory to
the Majority Banks and the repayment of such Indebtedness shall
be subordinate at all times to repayment of the Obligations
pursuant to a subordination and standstill agreement in form and
substance satisfactory to the Majority Banks.

    Section 8.2.  Restrictions on Liens, Etc.  The Borrowers will not,
and will not permit any of their respective Subsidiaries to, (a)
create or incur or suffer to be created or incurred or to exist
any lien, encumbrance, mortgage, pledge, negative pledge, charge,
restriction or other security interest of any kind upon any of
its property or assets of any character whether now owned or
hereafter acquired, or upon the income or profits therefrom; (b)
transfer any of its property or assets or the income or profits
therefrom for the purpose of subjecting the same to the payment
of Indebtedness or performance of any other obligation in
priority to payment of its general creditors; (c) acquire, or
agree or have an option to acquire, any property or assets upon
conditional sale or other title retention or purchase money
security agreement, device or arrangement; (d) suffer to exist
for a period of more than 30 days after the same shall have been
incurred any Indebtedness or claim or demand against it that if
unpaid might by law or upon bankruptcy or insolvency, or
otherwise, be given any priority whatsoever over its general
creditors; (e) sell, assign, pledge, encumber or otherwise
transfer any accounts, contract rights, general intangibles,
chattel paper or instruments, with or without recourse; or (f)
incur or maintain any obligation to any holder of Indebtedness of
the Borrowers or such Subsidiaries which prohibits the creation
or maintenance of any lien securing the Obligations (collectively
"Liens"); provided that the Borrowers and any of their respective
Subsidiaries may create or incur or suffer to be created or
incurred or to exist:

         (i)  liens on properties to secure taxes, assessments
    and other governmental charges or claims for labor, material
    or supplies in respect of obligations not overdue;

         (ii) liens on properties in respect of judgments,
    awards or indebtedness, the Indebtedness with respect to
    which is permitted by Section 8.1(d) or Section 8.1(g);

         (iii)     encumbrances on properties consisting of
    easements, rights of way, zoning restrictions, restrictions
    on the use of real property, landlord's or lessor's liens
    under leases to which the Borrowers or a Subsidiary of such
    Person is a party, and other minor non-monetary liens or
    encumbrances none of which interferes materially with the
    use of the property affected in the ordinary conduct of the
    business of the Borrowers or their respective Subsidiaries,
    which defects do not individually or in the aggregate have a
    materially adverse effect on the business of such Borrower
    individually or of such Person and its Subsidiaries on a
    consolidated basis;

         (iv)  liens on Real Estate (other than Real Estate of
    WDOP) and Short-term Investments securing Indebtedness
    permitted by Section 8.1(g) or Section 8.1(h); and

          (v)  liens in favor of the Agent and the Banks as
    security for the Obligations.

    Section 8.3.  Restrictions on Investments.  The Borrowers will not,
and will not permit any of their respective Subsidiaries to, make
or permit to exist or to remain outstanding any Investment except
Investments in:

         (a)  marketable direct or guaranteed obligations of the
United States of America that mature within one (1) year from the
date of purchase by such Borrower or its Subsidiary;

         (b)  marketable direct obligations of any of the
following: Federal Home Loan Mortgage Corporation, Student Loan
Marketing Association, Federal Home Loan Banks, Federal National
Mortgage Association, Government National Mortgage Association,
Bank for Cooperatives, Federal Intermediate Credit Banks, Federal
Financing Banks, Export-Import Bank of the United States, Federal
Land Banks, or any other agency or instrumentality of the United
States of America;

         (c)  demand deposits, certificates of deposit, bankers
acceptances and time deposits of United States banks having total
assets in excess of $100,000,000; provided, however, that the
aggregate amount at any time so invested with any single bank
having total assets of less than $1,000,000,000 will not exceed
$200,000;

         (d)  securities commonly known as "commercial paper"
issued by a corporation organized and existing under the laws of
the United States of America or any State which at the time of
purchase are rated by Moody's Investors Service, Inc. or by
Standard & Poor's Corporation at not less than "P 1" if then
rated by Moody's Investors Service, Inc., and not less than
"A 1", if then rated by Standard & Poor's Corporation;

         (e)  mortgage-backed securities guaranteed by the
Government National Mortgage Association, the Federal National
Mortgage Association or the Federal Home Loan Mortgage
Corporation and other mortgage-backed bonds which at the time of
purchase are rated by Moody's Investors Service, Inc. or by
Standard & Poor's Corporation at not less than "Aa" if then rated
by Moody's Investors Service, Inc. and not less than "AA" if then
rated by Standard & Poor's Corporation;

         (f)  repurchase agreements having a term not greater
than 90 days and fully secured by securities described in the
foregoing subsection (a), (b) or (e) with banks described in the
foregoing subsection (c) or with financial institutions or other
corporations having total assets in excess of $500,000,000;

         (g)  shares of so-called "money market funds"
registered with the SEC under the Investment Company Act of 1940
which maintain a level per-share value, invest principally in
investments described in the foregoing subsections (a) through
(f) and have total assets in excess of $50,000,000;

         (h)  Investments in fee interests in Real Estate
utilized principally for multifamily housing, including earnest
money deposits relating thereto and transaction costs;

         (i)  Subject to the terms of this Agreement,
Investments in Subsidiaries of such Borrower existing as of the
date hereof, and Investments in new Subsidiaries of WDOP created
after the date of this Agreement; provided that in no event shall
the aggregate of such Investments in new Subsidiaries created
after the date of this Agreement exceed ten percent (10%) of
Walden's Consolidated Total Assets, and provided further that in
no event shall such Investments in the form of note receivables
from all Subsidiaries whenever created (including the principal
amount payable pursuant to such notes) exceed ten percent (10%)
of Walden's Consolidated Total Assets.  For the purposes hereof,
notes receivable from Subsidiaries shall be valued at face value
subject to impairment; and

         (j)  Investments in real estate investment trusts which
own real property which is used principally for multifamily
housing, provided that in no event shall the aggregate cost of
all Investments pursuant to this Section 8.3(j) exceed $25,000,000.00.

    Section 8.4.  Merger, Consolidation.  Each of the Borrowers will
not, and will not permit any of its Subsidiaries to, become a
party to any merger, consolidation or other business combination,
or agree to effect any asset acquisition, stock acquisition or
other acquisition without the prior written consent of the
Majority Banks, which consent shall not be unreasonably withheld,
except (i) the merger or consolidation of one or more of the
Subsidiaries of a Borrower with and into such Borrower and
(ii) the merger or consolidation of two or more Subsidiaries of a
Borrower; provided that in no event shall WDOP be merged,
consolidated or combined with Walden without the prior written
consent of the Majority Banks.

    Section 8.5.  Sale and Leaseback.  Each of the Borrowers will not,
and will not permit any of its Subsidiaries to, enter into any
arrangement, directly or indirectly, whereby a Borrower or any
Subsidiary thereof shall sell or transfer any Real Estate owned
by it in order that then or thereafter such Person shall lease
back such Real Estate.

    Section 8.6.  Compliance with Environmental Laws.  Each of the
Borrowers will not, and will not permit any of its Subsidiaries
to, do any of the following:  (a) use any of the Real Estate or
any portion thereof as a facility for the handling, processing,
storage or disposal of Hazardous Substances, except for small
quantities of Hazardous Substances used in the ordinary course of
business and in compliance with all applicable Environmental
Laws, (b) cause or permit to be located on any of the Real Estate
any underground tank or other underground storage receptacle for
Hazardous Substances except in full compliance with Environmental
Laws, (c) generate any Hazardous Substances on any of the Real
Estate except in full compliance with Environmental Laws, (d)
conduct any activity at any Real Estate or use any Real Estate in
any manner so as to cause a Release of Hazardous Substances on,
upon or into the Real Estate or any surrounding properties or any
threatened Release of Hazardous Substances which might give rise
to liability under CERCLA or any other Environmental Law, or
(e) directly or indirectly transport or arrange for the transport
of any Hazardous Substances (except in compliance with all
Environmental Laws).

    The Borrowers shall:

         (i)  in the event of any change in Environmental Laws
governing the assessment, release or removal of Hazardous
Substances, which change would lead a prudent lender to require
additional testing to avail itself of any statutory insurance or
limited liability, take all action (including, without
limitation, the conducting of engineering tests at the sole
expense of the Borrowers) to confirm that no Hazardous Substances
are or ever were Released or disposed of on the Real Estate; and

         (ii) if any Release or disposal of Hazardous Substances
shall occur or shall have occurred on the Real Estate of the
Borrowers or any of their respective Subsidiaries (including
without limitation any such Release or disposal occurring prior
to the acquisition of such Real Estate by such Person) cause the
prompt containment and removal of such Hazardous Substances and
remediation of such Real Estate in full compliance with all
applicable laws and regulations and to the satisfaction of the
Majority Banks; provided, that the Borrowers shall be deemed to
be in compliance with Environmental Laws for the purpose of this
clause (ii) so long as it or a responsible third party with
sufficient financial resources is taking reasonable action to
remediate or manage any event of noncompliance to the
satisfaction of the Majority Banks and no action shall have been
commenced by any enforcement agency.  The Majority Banks may
engage their own environmental engineer to review the
environmental assessments and the Borrowers' compliance with the
covenants contained herein.

    At any time after an Event of Default shall have occurred
hereunder, or, whether or not an Event of Default shall have
occurred, at any time that the Agent or the Majority Banks shall
have reasonable grounds to believe that a Release or threatened
Release of Hazardous Substances may have occurred, relating to
any Real Estate, or that any of the Real Estate is not in
compliance with the Environmental Laws, the Agent may at its
election (and will at the request of the Majority Banks) obtain
such environmental assessments of such Real Estate prepared by an
environmental engineer as may be necessary or advisable for the
purpose of evaluating or confirming (i) whether any Hazardous
Substances are present in the soil or water at or adjacent to
such Real Estate and (ii) whether the use and operation of such
Real Estate comply with all Environmental Laws.  Environmental
assessments may include detailed visual inspections of such Real
Estate including, without limitation, any and all storage areas,
storage tanks, drains, dry wells and leaching areas, and the
taking of soil samples, as well as such other investigations or
analyses as are necessary or appropriate for a complete
determination of the compliance of such Real Estate and the use
and operation thereof with all applicable Environmental Laws.
All such environmental assessments shall be at the sole cost and
expense of the Borrowers.

    Section 8.7.  Distributions.  The Borrowers shall not make any
Distributions which would cause it to violate any of the
following covenants:

         (a)  Walden shall not pay any Distribution to the
shareholders of Walden if such Distribution is in excess of the
amount which, when added to the amount of all other Distributions
paid in the same fiscal quarter and the preceding three (3)
fiscal quarters, would exceed ninety percent (90%) of its Funds
from Operations for the four consecutive fiscal quarters ending
prior to the quarter in which such Distribution is paid;

         (b)  In the event that an Event of Default shall have
occurred and be continuing, WDOP shall make no Distributions
other than Distributions to Walden in an amount equal to the
minimum Distributions required under the Code to maintain the
REIT Status of Walden, as evidenced by a certification of the
principal financial or accounting officer of Walden containing
calculations in reasonable detail satisfactory in form and
substance to Agent; and

         (c)  In the event that an Event of Default shall have
occurred and be continuing, Walden shall make no Distributions
other than the minimum Distributions required under the Code to
maintain the REIT Status of Walden, as evidenced by a
certification of the principal financial or accounting officer of
Walden containing calculations in reasonable detail satisfactory
in form and substance to Agent;

         (d)  Notwithstanding the foregoing, at any time when an
Event of Default shall have occurred and the maturity of the
Obligations has been accelerated, at the option of the Majority
Banks, neither Borrower shall make any Distributions whatsoever,
directly or indirectly.

    Section 8.8.  Asset Sales.  Neither Borrower nor any Subsidiary
thereof shall sell, transfer or otherwise dispose of any Real
Estate or any of the Unencumbered Operating Properties in excess
of $25,000,000.00 (except as the result of a condemnation or
casualty and except for the granting of Permitted Liens, as
applicable) unless there shall have been delivered to the Banks a
statement that no Default or Event of Default exists or will
exist and a certification that the Borrowers will be in
compliance with its covenants referred to therein after giving
effect to such sale, transfer or other disposition.

    Section 8.9.  Development Activity.  Neither Borrower nor any
Subsidiary thereof shall engage, directly or indirectly, in the
development of properties to be used principally for multifamily
housing or otherwise, without the prior written consent of the
Majority Banks, which approval shall not be unreasonably
withheld.  For purposes of this Section 8.9, the term "development"
shall include the new construction of an apartment complex or the
substantial renovation of improvements to real property, but
shall not include the addition of amenities or other related
facilities to existing Real Estate which is already used
principally for multifamily housing.  The Borrowers acknowledge
that the decision of the Majority Banks to grant or withhold such
consent shall be based on such factors as the Majority Banks deem
relevant in their sole discretion, including without limitation,
evidence of sufficient funds both from borrowings and equity to
complete such development and evidence that such Borrower or such
Subsidiary has the resources and expertise necessary to complete
such project.  Nothing herein shall prohibit the Borrowers or any
Subsidiary thereof from entering into an agreement to acquire
Real Estate which has been developed and initially leased by
another Person.

    Section 8.10.  Restriction on Prepayment of Indebtedness.  Neither
Borrower shall prepay the principal amount, in whole or in part,
of any Indebtedness other than the Obligations after the
occurrence of any Event of Default; provided, however, that this
Section 8.11 shall not prohibit the prepayment of Indebtedness which is
financed solely from the proceeds of a new loan which would
otherwise be permitted by the terms of Section 8.1.

    Section 8.11.  Bankruptcy Remote Subsidiaries.  Without the consent
of the Majority Banks, neither Borrower nor any of their
respective Subsidiaries shall create any new single purpose,
special purpose or other so-called bankruptcy remote subsidiaries
(such as a REMIC), as determined by the Agent in its reasonable
discretion; provided, however, that without the consent of the
Majority Banks, WROP may create such a Subsidiary for the purpose
of acquiring a property or properties having an Asset Value of
not more than $15,000,000.00 financed with tax-exempt bonds.

    Section 8.12.  Walden - WDOP Partners.  WDOP and Walden shall not
enter into that certain form of Agreement of General Partnership
of Walden - WDOP Partners delivered to the Agent prior to the
Closing Date.

    Section 8.13.  Restrictions on Transfer.  Walden will not, directly
or indirectly, make or permit to be made, by voluntary or
involuntary means, (a) any sale, assignment, transfer,
disposition, mortgage, pledge, hypothecation or encumbrance of
its interest in WDOP,  WDN Properties, Inc., WDN Properties,
Ltd., WROP, or WDN Operating, Inc., or any dilution of its
interest in WDOP, WDN Properties, Inc., WDN Properties, Ltd.,
WROP, or WDN Operating, Inc., (b) any sale, assignment, transfer,
disposition, mortgage, pledge, hypothecation or encumbrance of
the interest of Walden Operating, Inc. in WROP, or any dilution
of the interest of Walden Operating, Inc. in WROP, (c) any sale,
assignment, transfer, disposition, mortgage, pledge,
hypothecation or encumbrance of the interest of WDOP in any of
its direct or indirect Subsidiaries; (d) any sale, assignment,
transfer, disposition, mortgage, pledge, hypothecation or
encumbrance of the interest of WDN Properties, Inc. in WDOP, WDN
Properties, Ltd. or WROP, or any dilution of its interest in
WDOP, WDN Properties, Ltd., or WROP; or (e) any sale, assignment,
transfer, disposition, mortgage, pledge, hypothecation, or
encumbrance of the interest of WROP in WDOP, or any dilution of
its interest in WDOP.  Walden is and shall remain the sole
general partner of WDOP and shall not in any manner transfer,
assign, diminish or otherwise restrict its Voting Interests in
WDOP.

    Section 9.  FINANCIAL COVENANTS OF THE BORROWERS

    Section 9.1.  Borrowing Base Covenant of the Borrowers.  The
Borrowers covenant and agree that, so long as any Loan or Note is
outstanding or any Bank has any obligation to make any Loans, the
Borrowers will not, at the end of any fiscal quarter, permit the
outstanding principal balance of the Loans as of the date of
determination to be greater than the Borrowing Base as determined
as of the same date.

    Section 9.2.  Covenants of Walden.  The Borrowers covenant and
agree that, so long as any Loan or Note is outstanding or any
Bank has any obligations to make any Loans, Walden will comply
with the following:

         (a)  Liabilities to Assets Ratio.  Walden will not, at
the end of any fiscal quarter, permit the ratio of Consolidated
Total Liabilities to Consolidated Total Assets of Walden to
exceed 0.55 to 1.

         (b)  Consolidated Operating Cash Flow Coverage.  Walden
will not, at the end of any fiscal quarter, permit the sum equal
to (i) the Consolidated Operating Cash Flow of Walden and its
Subsidiaries for any period of four consecutive fiscal quarters
(treated as a single accounting period) (the "Test Period") minus
(ii) the Capital Improvement Reserve for the Test Period to be
less than two (2) times the Debt Service of Walden and its
Subsidiaries for the Test Period.  In the event that Walden and
its Subsidiaries shall not have any of the foregoing components
for four (4) consecutive fiscal quarters, then such components
shall be annualized in such manner as the Majority Banks shall
reasonably determine.

         (c)  Fixed Charge Coverage.  Walden will not, at the
end of any fiscal quarter, permit the ratio of the sum of
(i) Consolidated Operating Cash Flow of Walden and its
Subsidiaries for the Test Period plus (ii) Preferred
Distributions of Walden, WDOP and their respective Subsidiaries
for the Test Period to be less than 1.25 times the sum of (x) the
Debt Service of Walden and its Subsidiaries plus (y) the Capital
Improvement Reserve plus (z) Preferred Distributions of Walden,
WDOP and their respective Subsidiaries for the Test Period.  In
the event that Walden and its Subsidiaries shall not have any of
the foregoing components for four (4) consecutive fiscal
quarters, then such components shall be annualized in such manner
as the Majority Banks shall reasonably determine.

         (d)  Shareholder's Equity.  Walden will not, at the end
of any fiscal quarter, permit the Shareholder's Equity to be less
than the sum of (a) $500,000,000.00 plus (b) ninety percent (90%)
of the net proceeds from any Equity Offering of Walden made after
the Closing Date.

    Section 10.  CLOSING CONDITIONS.

    The obligations of the Agent and the Banks to make the
initial Loans shall be subject to the satisfaction of the
following conditions precedent on or prior to December 15, 1997;

    Section 10.1.  Loan Documents.  Each of the Loan Documents shall
have been duly executed and delivered by the respective parties
thereto, shall be in full force and effect and shall be in form
and substance satisfactory to the Majority Banks.  The Agent
shall have received a fully executed copy of each such document,
except that each Bank shall have received a fully executed
counterpart of its Note.

    Section 10.2.  Certified Copies of Organizational Documents.  The
Agent shall have received from the Borrowers a copy, certified as
of a recent date by the appropriate officer of each State in
which the Borrowers and the General Partner, as applicable, is
organized or in which the Unencumbered Operating Properties are
located and a duly authorized officer or partner of such Person,
as applicable, to be true and complete, of the partnership
agreement or corporate charter of the Borrowers and the General
Partner, as applicable, or its qualification to do business, as
applicable, as in effect on such date of certification.

    Section 10.3.  Bylaws; Resolutions.  All action on the part of the
Borrowers and the General Partner, as applicable, necessary for
the valid execution, delivery and performance by such Person of
this Agreement and the other Loan Documents to which such Person
is or is to become a party shall have been duly and effectively
taken, and evidence thereof satisfactory to the Agent shall have
been provided to the Agent.  The Agent shall have received from
the General Partner a true copy of its bylaws and the resolutions
adopted by its board of directors authorizing the transactions
described herein, certified by its secretary as of a recent date
to be true and complete.

    Section 10.4.  Incumbency Certificate; Authorized Signers.  The
Agent shall have received from the General Partner an incumbency
certificate, dated as of the Closing Date, signed by a duly
authorized officer of such Person and giving the name and bearing
a specimen signature of each individual who shall be authorized
to sign, in the name and on behalf of such Person, each of the
Loan Documents to which such Person is or is to become a party.
The Agent shall have also received from the Borrowers a
certificate, dated as of the Closing Date, signed by a duly
authorized partner or officer of each Borrower and giving the
name of and specimen signature of each individual who shall be
authorized to make Loan and Conversion Requests and to give
notices and to take other action on behalf of the Borrowers under
the Loan Documents.

    Section 10.5.  Opinion of Counsel.  The Agent shall have received a
favorable opinion addressed to the Banks and the Agent and dated
as of the Closing Date, in form and substance satisfactory to the
Agent, from counsel of the Borrowers and the General Partner, as
to such matters as the Agent shall reasonably request.

    Section 10.6.  Payment of Fees.  The Borrowers shall have paid to
the Agent the fees required to be paid as of the Closing Date
pursuant to Section 4.2.

    Section 10.7.  Performance; No Default.  The Borrowers shall have
performed and complied with all terms and conditions herein
required to be performed or complied with by them on or prior to
the Closing Date, and on the Closing Date there shall exist no
Default or Event of Default.

    Section 10.8.  Representations and Warranties.  The representations
and warranties made by the Borrowers in the Loan Documents or
otherwise made by or on behalf of the Borrowers, the General
Partner or any Subsidiaries thereof in connection therewith or
after the date thereof shall have been true and correct in all
material respects when made and shall also be true and correct in
all material respects on the Closing Date.

    Section 10.9.  Proceedings and Documents.  All proceedings in
connection with the transactions contemplated by this Agreement
and the other Loan Documents shall be reasonably satisfactory to
the Agent and the Agent's Special Counsel in form and substance,
and the Agent shall have received all information and such
counterpart originals or certified copies of such documents and
such other certificates, opinions or documents as the Agent and
the Agent's Special Counsel may reasonably require.

    Section 10.10.  Compliance Certificate.  A Compliance Certificate
dated as of the date of the Closing Date demonstrating compliance
with each of the covenants calculated therein as of the most
recent fiscal quarter end for which the Borrowers have provided
financial statements under Section 6.4 adjusted in the best good faith
estimate of the Borrowers dated as of the date of the Closing
Date shall have been delivered to the Agent.

    Section 10.11.  Partner Consents.  The Agent shall have received
evidence satisfactory to the Agent that all necessary partner
consents required in connection with the consummation of the
transactions contemplated by this Agreement and the other Loan
Documents have been obtained.

    Section 10.12.  Other.  The Agent shall have reviewed such other
documents, instruments, certificates, opinions, assurances,
consents and approvals as the Agent or the Agent's Special
Counsel may reasonably have requested.

    Section 11. CONDITIONS TO ALL BORROWINGS.

    The obligations of the Banks to make any Loan, whether on or
after the Closing Date, shall also be subject to the satisfaction
of the following conditions precedent:

    Section 11.1.  Prior Conditions Satisfied.  All conditions set
forth in Section 10 shall continue to be satisfied as of the date upon
which any Loan is to be made.

    Section 11.2.  Representations True; No Default.  Each of the
representations and warranties made by or on behalf of the
Borrowers, the General Partner or the Guarantors contained in
this Agreement, the other Loan Documents or in any document or
instrument delivered pursuant to or in connection with this
Agreement shall be true as of the date as of which they were made
and shall also be true at and as of the time of the making of
such Loan, with the same effect as if made at and as of that time
(except to the extent of changes resulting from transactions
contemplated or permitted by this Agreement and the other Loan
Documents and changes occurring in the ordinary course of
business that singly or in the aggregate are not materially
adverse, and except to the extent that such representations and
warranties relate expressly to an earlier date) and no Default or
Event of Default shall have occurred and be continuing.

    Section 11.3.  No Legal Impediment.  There shall be no law or
regulations thereunder or interpretations thereof that in the
reasonable opinion of any Bank would make it illegal for such
Bank to make such Loan.

    Section 11.4.  Governmental Regulation.  Each Bank shall have
received such statements in substance and form reasonably
satisfactory to such Bank as such Bank shall require for the
purpose of compliance with any applicable regulations of the
Comptroller of the Currency or the Board of Governors of the
Federal Reserve System.

    Section 11.5.  Proceedings and Documents.  All proceedings in
connection with the Loan shall be satisfactory in substance and
in form to the Agent, and the Agent shall have received all
information and such counterpart originals or certified or other
copies of such documents as the Agent may reasonably request.

    Section 11.6.  Borrowing Documents.  In the case of any request for
a Loan, the Agent shall have received a copy of the request for a
Loan required by Section 2.6 in the form of Exhibit C hereto, fully
completed.

    Section 12.  EVENTS OF DEFAULT; ACCELERATION; ETC.

    Section 12.1.  Events of Default and Acceleration.  If any of the
following events ("Events of Default" or, if the giving of notice
or the lapse of time or both is required, then, prior to such
notice or lapse of time, "Defaults") shall occur:

         (a)  the Borrowers shall fail to pay any principal of
the Loans when the same shall become due and payable, whether at
the stated date of maturity or any accelerated date of maturity
or at any other date fixed for payment;

         (b)  the Borrowers shall fail to pay any interest on
the Loans or any other sums due hereunder or under any of the
other Loan Documents, when the same shall become due and payable,
whether at the stated date of maturity or any accelerated date of
maturity or at any other date fixed for payment;

         (c)  the Borrowers shall fail to comply with any
covenant contained in Section 7.14 or Section 7.15;

         (d)  the Borrowers shall fail to comply with any
covenant contained in Section 9, and such failure shall continue for 30
days after written notice thereof shall have been given to the
Borrowers by the Agent;

         (e)  any of the Borrowers, the General Partner, the
Guarantors or any of their respective Subsidiaries shall fail to
perform any other term, covenant or agreement contained herein or
in any of the other Loan Documents (other than those specified
above in this Section 12);

         (f)  any representation or warranty made by or on
behalf of the Borrowers, the General Partner, the Guarantors or
any of their respective Subsidiaries in this Agreement or any
other Loan Document, or in any report, certificate, financial
statement, request for a Loan, or in any other document or
instrument delivered pursuant to or in connection with this
Agreement, any advance of a Loan or any of the other Loan
Documents shall prove to have been false in any material respect
upon the date when made or deemed to have been made or repeated;

         (g)  any of the Borrowers, the General Partner, the
Guarantors or any of their respective Subsidiaries shall fail to
pay at maturity, or within any applicable period of grace, any
obligation for borrowed money or credit received or other
Indebtedness, or fail to observe or perform any material term,
covenant or agreement contained in any agreement by which it is
bound, evidencing or securing any such borrowed money or credit
received or other Indebtedness for such period of time as would
permit (assuming the giving of appropriate notice if required)
the holder or holders thereof or of any obligations issued
thereunder to accelerate the maturity thereof;

         (h)  any of the Borrowers, the General Partner, the
Guarantors or any of their respective Subsidiaries, (i) shall
make an assignment for the benefit of creditors, or admit in
writing its general inability to pay or generally fail to pay its
debts as they mature or become due, or shall petition or apply
for the appointment of a trustee or other custodian, liquidator
or receiver of any such Person or of any substantial part of the
assets of any thereof, (ii) shall commence any case or other
proceeding relating to any such Person under any bankruptcy,
reorganization, arrangement, insolvency, readjustment of debt,
dissolution or liquidation or similar law of any jurisdiction,
now or hereafter in effect, or (iii) shall take any action to
authorize or in furtherance of any of the foregoing;

         (i)  a petition or application shall be filed for the
appointment of a trustee or other custodian, liquidator or
receiver of any of the Borrowers, the General Partner, the
Guarantors or any of their respective Subsidiaries or any
substantial part of the assets of any thereof, or a case or other
proceeding shall be commenced against any such Person under any
bankruptcy, reorganization, arrangement, insolvency, readjustment
of debt, dissolution or liquidation or similar law of any
jurisdiction, now or hereafter in effect, and any such Person
shall indicate its approval thereof, consent thereto or
acquiescence therein or such petition, application, case or
proceeding shall not have been dismissed within 60 days following
the filing or commencement thereof;

         (j)  a decree or order is entered appointing any such
trustee, custodian, liquidator or receiver or adjudicating any of
the Borrowers, the General Partner, the Guarantors or any of
their respective Subsidiaries bankrupt or insolvent, or approving
a petition in any such case or other proceeding, or a decree or
order for relief is entered in respect of any such Person, in an
involuntary case under federal bankruptcy laws as now or
hereafter constituted;

         (k)  there shall remain in force, undischarged,
unsatisfied and unstayed, for more than 60 days, whether or not
consecutive, any uninsured final judgment against any of the
Borrowers, the General Partner, the Guarantors or any of their
respective Subsidiaries that, with other outstanding uninsured
final judgments, undischarged, against such Persons exceeds in
the aggregate $1,000,000.00;

         (l)  if any of the Loan Documents shall be canceled,
terminated, revoked or rescinded otherwise than in accordance
with the terms thereof or with the express prior written
agreement, consent or approval of the Banks, or any action at
law, suit in equity or other legal proceeding to cancel, revoke
or rescind any of the Loan Documents shall be commenced by or on
behalf of any of the Borrowers,  the General Partner, the
Guarantors or any of their respective holders of Voting
Interests, or any court or any other governmental or regulatory
authority or agency of competent jurisdiction shall make a
determination that, or issue a judgment, order, decree or ruling
to the effect that, any one or more of the Loan Documents is
illegal, invalid or unenforceable in accordance with the terms
thereof;

         (m)  any dissolution, termination, partial or complete
liquidation, merger or consolidation of any of the Borrowers, the
General Partner or the Guarantors or any sale, transfer or other
disposition of the assets of any of the Borrowers, the General
Partner or the Guarantors other than as permitted under the terms
of this Agreement or the other Loan Documents;

         (n)  any suit or proceeding shall be filed against any
of the Borrowers, the General Partner or the Guarantors or any of
their respective assets which in the good faith business judgment
of the Majority Banks after giving consideration to the
likelihood of success of such suit or proceeding and the
availability of insurance to cover any judgment with respect
thereto and based on the information available to them, if
adversely determined, would have a materially adverse affect on
the ability of the Borrowers or a Guarantor to perform each and
every one of their respective obligations under and by virtue of
the Loan Documents;

         (o)  any of the Borrowers, the General Partner or the
Guarantors shall be indicted for a federal crime, a punishment
for which could include the forfeiture of any assets of such
Person;

         (p)  with respect to any Guaranteed Pension Plan, an
ERISA Reportable Event shall have occurred and the Majority Banks
shall have determined in their reasonable discretion that such
event reasonably could be expected to result in liability of any
of the Borrowers, the General Partner, the Guarantors or any of
their Subsidiaries to the PBGC or such Guaranteed Pension Plan in
an aggregate amount exceeding $1,000,000 and such event in the
circumstances occurring reasonably could constitute grounds for
the termination of such Guaranteed Pension Plan by the PBGC or
for the appointment by the appropriate United States District
Court of a trustee to administer such Guaranteed Pension Plan; or
a trustee shall have been appointed by the United States District
Court to administer such Plan; or the PBGC shall have instituted
proceedings to terminate such Guaranteed Pension Plan;

         (q)  any of the Guarantors denies that such Guarantor
has any liability or obligation under the Guaranty, or shall
notify the Agent or any of the Banks of such Guarantor's
intention to attempt to cancel or terminate the Guaranty, or
shall fail to observe or comply with any term, covenant,
condition or agreement under the Guaranty;

         (r)  Marshall B. Edwards, Mark S. Dillinger and the
members of the board of directors of Walden that are also
officers of Walden shall in the aggregate own directly or
indirectly less than five percent (5.0%) of the issued and
outstanding shares of the capital stock of Walden;

         (s)  Marshall B. Edwards shall cease to be the
President of, or Mark S. Dillinger shall cease to be the Chief
Financial Officer of, Walden, and a competent and experienced
successor for such Person shall not be approved by the Majority
Banks within six (6) months of such event, such approval not to
be unreasonably withheld; or

         (t)  any Event of Default as defined in any of the
other Loan Documents, shall occur;

then, and in any such event, the Agent may, and upon the request
of the Majority Banks shall, by notice in writing to the
Borrowers declare all amounts owing with respect to this
Agreement, the Notes and the other Loan Documents to be, and they
shall thereupon forthwith become, immediately due and payable
without presentment, demand, protest or other notice of any kind,
all of which are hereby expressly waived by the Borrowers;
provided that in the event of any Event of Default specified in
Section 12.1(h), Section 12.1(i) or Section 12.1(j), all such amounts
shall become immediately due and payable automatically and without any
requirement of notice from any of the Banks or the Agent.  The
Borrowers and any other Person shall be entitled to conclusively
rely on a statement from the Agent that it has the authority to
act for and bind the Banks pursuant to this Agreement and the
other Loan Documents.

    Section 12.1A.  Limitation of Cure Periods.

         (a)  Notwithstanding anything contained in Section 12.1 to the
contrary, (i) no Event of Default shall exist hereunder upon the
occurrence of any failure described in Section 12.1(a) or Section 12.1(b) in
the event that the Borrowers cure such default within five (5)
days following receipt of written notice of such default,
provided, however, that Borrowers shall not be entitled to
receive more than two (2) notices in the aggregate pursuant to
this clause (i) in any period of 365 days ending on the date of
any such occurrence of default, and provided further that no such
cure period shall apply to any payments due upon the maturity of
the Notes, and (ii) no Event of Default shall exist hereunder
upon the occurrence of any failure described in Section 12.1(e) in the
event that the Borrowers cure such default within thirty (30)
days following receipt of written notice of such default,
provided that the provisions of this clause (ii) shall not
pertain to any default consisting of a failure to comply with
Section 7.4(e), or to any default excluded from any provision of cure of
defaults contained in any other of the Loan Documents.

         (b)  Notwithstanding the provisions of subsections (d)
and (e) of Section 12.1, the cure periods provided therein shall not be
allowed and the occurrence of a Default thereunder immediately
shall constitute an Event of Default for all purposes of this
Agreement and the other Loan Documents if, within the period of
twelve months immediately preceding the occurrence of such
Default, there shall have occurred two periods of cure or
portions thereof under any one or more than one of said
subsections.

    Section 12.2.  Termination of Commitments.  If any one or more
Events of Default specified in Section 12.1(h), Section 12.1(i) or
Section 12.1(j) shall occur, then immediately and without any action
on the part of the Agent or any Bank any unused portion of the credit
hereunder shall terminate and the Banks shall be relieved of all
obligations to make Loans to the Borrowers.  If any other Event
of Default shall have occurred, the Agent, upon the election of
the Majority Banks, may by notice to the Borrowers terminate the
obligation to make Loans to the Borrowers.  No termination under
this Section 12.2 shall relieve the Borrowers of their obligations to
the Banks arising under this Agreement or the other Loan
Documents.

    Section 12.3.  Remedies. In case any one or more of the Events of
Default shall have occurred and be continuing, and whether or not
the Banks shall have accelerated the maturity of the Loans
pursuant to Section 12.1, the Agent on behalf of the Banks, may, with
the consent of the Majority Banks but not otherwise, proceed to
protect and enforce their rights and remedies under this
Agreement, the Notes or any of the other Loan Documents by suit
in equity, action at law or other appropriate proceeding, whether
for the specific performance of any covenant or agreement
contained in this Agreement and the other Loan Documents or any
instrument pursuant to which the Obligations are evidenced,
including to the full extent permitted by applicable law the
obtaining of the ex parte appointment of a receiver, and, if such
amount shall have become due, by declaration or otherwise,
proceed to enforce the payment thereof or any other legal or
equitable right.  No remedy herein conferred upon the Agent or
the holder of any Note is intended to be exclusive of any other
remedy and each and every remedy shall be cumulative and shall be
in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute or any other
provision of law.  In the event that all or any portion of the
Obligations is collected by or through an attorney-at-law, the
Borrowers shall pay all costs of collection including, but not
limited to, reasonable attorney's fees not to exceed fifteen
percent (15%) of such portion of the Obligations.

    Section 12.4.  Distribution of Proceeds.  In the event that,
following the occurrence or during the continuance of any Event
of Default, any monies are received in connection with the
enforcement of any of the Loan Documents, or otherwise with
respect to the realization upon any of the assets of the
Borrowers or any other Person liable with respect to the
Obligations, such monies shall be distributed for application as
follows:

         (a)  First, to the payment of, or (as the case may be)
the reimbursement of, the Agent for or in respect of all
reasonable costs, expenses, disbursements and losses which shall
have been incurred or sustained by the Agent in connection with
the collection of such monies by the Agent, for the exercise,
protection or enforcement by the Agent of all or any of the
rights, remedies, powers and privileges of the Agent under this
Agreement or any of the other Loan Documents or in support of any
provision of adequate indemnity to the Agent against any taxes or
liens which by law shall have, or may have, priority over the
rights of the Agent to such monies;

         (b)  Second, to all other Obligations in such order or
preference as the Majority Banks shall determine; provided,
however, that (i) in the event that any Bank shall have
wrongfully failed or refused to make an advance under Section 2.7 and
such failure or refusal shall be continuing, advances made by
other Banks during the pendency of such failure or refusal shall
be entitled to be repaid as to principal and accrued interest in
priority to the other Obligations described in this subsection
(b), and (ii) Obligations owing to the Banks with respect to each
type of Obligation such as interest, principal, fees and
expenses, shall be made among the Banks pro rata; and provided,
further that the Majority Banks may in their discretion make
proper allowance to take into account any Obligations not then
due and payable; and

         (c)  Third, the excess, if any, shall be returned to
the Borrowers or to such other Persons as are entitled thereto.

    Section 13.  SETOFF.

    Regardless of the adequacy of any collateral, during the
continuance of any Event of Default, any deposits (general or
specific, time or demand, provisional or final, regardless of
currency, maturity, or the branch of where such deposits are
held) or other sums credited by or due from any of the Banks to
the Borrowers or the Guarantors and any securities or other
property of the Borrowers or the Guarantors in the possession of
such Bank may be applied to or set off against the payment of
Obligations of such Person and any and all other liabilities,
direct, or indirect, absolute or contingent, due or to become
due, now existing or hereafter arising, of such Person to such
Bank.  Each of the Banks agrees with each other Bank that if such
Bank shall receive from any of the Borrowers or the Guarantors,
whether by voluntary payment, exercise of the right of setoff, or
otherwise, and shall retain and apply to the payment of the Note
or Notes held by such Bank any amount in excess of its ratable
portion of the payments received by all of the Banks with respect
to the Notes held by all of the Banks, such Bank will make such
disposition and arrangements with the other Banks with respect to
such excess, either by way of distribution, pro tanto assignment
of claims, subrogation or otherwise as shall result in each Bank
receiving in respect of the Notes held by it its proportionate
payment as contemplated by this Agreement; provided that if all
or any part of such excess payment is thereafter recovered from
such Bank, such disposition and arrangements shall be rescinded
and the amount restored to the extent of such recovery, but
without interest.

    Section 14. THE AGENT.

    Section 14.1.  Authorization.  The Agent is authorized to take such
action on behalf of each of the Banks and to exercise all such
powers as are hereunder and under any of the other Loan Documents
and any related documents delegated to the Agent, together with
such powers as are reasonably incident thereto, provided that no
duties or responsibilities not expressly assumed herein or
therein shall be implied to have been assumed by the Agent.  The
obligations of Agent hereunder are primarily administrative in
nature, and nothing contained in this Agreement or any of the
other Loan Documents shall be construed to constitute the Agent
as a trustee for any Bank or to create an agency or fiduciary
relationship.  The Borrowers and any other Person shall be
entitled to conclusively rely on a statement from the Agent that
it has the authority to act for and bind the Banks pursuant to
this Agreement and the other Loan Documents.

    Section 14.2.  Employees and Agents.  The Agent may exercise its
powers and execute its duties by or through employees or agents
and shall be entitled to take, and to rely on, advice of counsel
concerning all matters pertaining to its rights and duties under
this Agreement and the other Loan Documents. The Agent may
utilize the services of such Persons as the Agent may reasonably
determine, and all reasonable fees and expenses of any such
Persons shall be paid by the Borrowers.

    Section 14.3.  No Liability.  Neither the Agent nor any of its
shareholders, directors, officers or employees nor any other
Person assisting them in their duties nor any agent, or employee
thereof, shall be liable to any of the Banks for any waiver,
consent or approval given or any action taken, or omitted to be
taken, in good faith by it or them hereunder or under any of the
other Loan Documents, or in connection herewith or therewith, or
be responsible for the consequences of any oversight or error of
judgment whatsoever, except that the Agent or such other Person,
as the case may be, may be liable for losses due to its willful
misconduct or gross negligence.

    Section 14.4.  No Representations.  The Agent shall not be
responsible for the execution or validity or enforceability of
this Agreement, the Notes, any of the other Loan Documents or any
instrument at any time constituting, or intended to constitute,
collateral security for the Notes, or for the value of any such
collateral security or for the validity, enforceability or
collectability of any such amounts owing with respect to the
Notes, or for any recitals or statements, warranties or
representations made herein or in any of the other Loan Documents
or in any certificate or instrument hereafter furnished to it by
or on behalf of the Borrowers or the Guarantors or any of their
respective Subsidiaries, or be bound to ascertain or inquire as
to the performance or observance of any of the terms, conditions,
covenants or agreements herein or in any other of the Loan
Documents.  The Agent shall not be bound to ascertain whether any
notice, consent, waiver or request delivered to it by the
Borrowers or the Guarantors or any holder of any of the Notes
shall have been duly authorized or is true, accurate and
complete.  The Agent has not made nor does it now make any
representations or warranties, express or implied, nor does it
assume any liability to the Banks, with respect to the
creditworthiness or financial condition of the Borrowers, their
respective partners, the Guarantors or any of their respective
Subsidiaries.  Each Bank acknowledges that it has, independently
and without reliance upon the Agent or any other Bank, and based
upon such information and documents as it has deemed appropriate,
made its own credit analysis and decision to enter into this
Agreement.  Each Bank also acknowledges that it will,
independently and without reliance upon the Agent or any other
Bank, based upon such information and documents as it deems
appropriate at the time, continue to make its own credit analysis
and decisions in taking or not taking action under this Agreement
and the other Loan Documents.

    Section 14.5.  Payments.

         (a)  A payment by the Borrowers or the Guarantors to
the Agent hereunder or under any of the other Loan Documents for
the account of any Bank shall constitute a payment to such Bank.
The Agent agrees to distribute to each Bank not later than one
Business Day after the Agent's receipt of good funds, determined
in accordance with the Agent's customary practices, such Bank's
pro rata share of payments received by the Agent for the account
of the Banks except as otherwise expressly provided herein or in
any of the other Loan Documents.

         (b)  If in the opinion of the Agent the distribution of
any amount received by it in such capacity hereunder, under the
Notes or under any of the other Loan Documents might involve it
in liability, it may refrain from making distribution until its
right to make distribution shall have been adjudicated by a court
of competent jurisdiction.  If a court of competent jurisdiction
shall adjudge that any amount received and distributed by the
Agent is to be repaid, each Person to whom any such distribution
shall have been made shall either repay to the Agent its
proportionate share of the amount so adjudged to be repaid or
shall pay over the same in such manner and to such Persons as
shall be determined by such court.

         (c)  Notwithstanding anything to the contrary contained
in this Agreement or any of the other Loan Documents, any Bank
that fails (i) to make available to the Agent its pro rata share
of any Loan or (ii) to comply with the provisions of Section 13 with
respect to making dispositions and arrangements with the other
Banks, where such Bank's share of any payment received, whether
by setoff or otherwise, is in excess of its pro rata share of
such payments due and payable to all of the Banks, in each case
as, when and to the full extent required by the provisions of
this Agreement, shall be deemed delinquent (a "Delinquent Bank")
and shall be deemed a Delinquent Bank until such time as such
delinquency is satisfied.  A Delinquent Bank shall be deemed to
have assigned any and all payments due to it from the Borrowers
and the Guarantors, whether on account of outstanding Loans,
interest, fees or otherwise, to the remaining nondelinquent Banks
for application to, and reduction of, their respective pro rata
shares of all outstanding Loans.  The Delinquent Bank hereby
authorizes the Agent to distribute such payments to the
nondelinquent Banks in proportion to their respective pro rata
shares of all outstanding Loans.  A Delinquent Bank shall be
deemed to have satisfied in full a delinquency when and if, as a
result of application of the assigned payments to all outstanding
Loans of the nondelinquent Banks or as a result of other payments
by the Delinquent Banks to the nondelinquent Banks, the Banks'
respective pro rata shares of all outstanding Loans have returned
to those in effect immediately prior to such delinquency and
without giving effect to the nonpayment causing such delinquency.

    Section 14.6.  Holders of Notes.  Subject to the terms of Article
18, the Agent may deem and treat the payee of any Note as the
absolute owner or purchaser thereof for all purposes hereof until
it shall have been furnished in writing with a different name by
such payee or by a subsequent holder, assignee or transferee.

    Section 14.7.  Indemnity.  The Banks ratably agree hereby to
indemnify and hold harmless the Agent from and against any and
all claims, actions and suits (whether groundless or otherwise),
losses, damages, costs, expenses (including any expenses for
which the Agent has not been reimbursed by the Borrowers as
required by Section 15), and liabilities of every nature and character
arising out of or related to this Agreement, the Notes, or any of
the other Loan Documents or the transactions contemplated or
evidenced hereby or thereby, or the Agent's actions taken
hereunder or thereunder, except to the extent that any of the
same shall be directly caused by the Agent's willful misconduct
or gross negligence.

    Section 14.8.  Agent as Bank.  In its individual capacity, BKB
shall have the same obligations and the same rights, powers and
privileges in respect to its Commitment and the Loans made by it,
and as the holder of any of the Notes as it would have were it
not also the Agent.

    Section 14.9.  Resignation.  The Agent may resign at any time by
giving 60 days' prior written notice thereof to the Banks and the
Borrowers.  Upon any such resignation, the Majority Banks shall
have the right to appoint as a successor Agent any Bank or any
other bank whose senior debt obligations are rated not less than
"A" or its equivalent by Moody's Investors Service, Inc. or not
less than "A" or its equivalent by Standard & Poor's corporation
and which has a net worth of not less than $500,000,000.  Unless
a Default or Event of Default shall have occurred and be
continuing, such successor Agent shall be reasonably acceptable
to the Borrowers.  If no successor Agent shall have been so
appointed by the Majority Banks and shall have accepted such
appointment within 30 days after the retiring Agent's giving of
notice of resignation, then the retiring Agent may, on behalf of
the Banks, appoint a successor Agent, which shall be any Bank or
a bank whose debt obligations are rated not less than "A" or its
equivalent by Moody's Investors Service, Inc. or not less than
"A" or its equivalent by Standard & Poor's Corporation and which
has a net worth of not less than $500,000,000.  Upon the
acceptance of any appointment as Agent hereunder by a successor
Agent, such successor Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the
retiring Agent, and the retiring Agent shall be discharged from
its duties and obligations hereunder as Agent.  After any
retiring Agent's resignation, the provisions of this Agreement
and the other Loan Documents shall continue in effect for its
benefit in respect of any actions taken or omitted to be taken by
it while it was acting as Agent.

    Section 14.10.  Duties in the Case of Enforcement.  In case one or
more Events of Default have occurred and shall be continuing, and
whether or not acceleration of the Obligations shall have
occurred, the Agent shall, if (a) so requested by the Majority
Banks and (b) the Banks have provided to the Agent such
additional indemnities and assurances against expenses and
liabilities as the Agent may reasonably request, proceed to
exercise all or any legal and equitable and other rights or
remedies as it may have.  The Majority Banks may direct the Agent
in writing as to the method and the extent of any such exercise,
the Banks hereby agreeing to indemnify and hold the Agent
harmless from all liabilities incurred in respect of all actions
taken or omitted in accordance with such directions, provided
that the Agent need not comply with any such direction to the
extent that the Agent reasonably believes the Agent's compliance
with such direction to be unlawful or commercially unreasonable
in any applicable jurisdiction.

    Section 15.  EXPENSES.

    The Borrowers agree to pay (a) the reasonable costs of
producing and reproducing this Agreement, the other Loan
Documents and the other agreements and instruments mentioned
herein, (b) any taxes (including any interest and penalties in
respect thereto) payable by the Agent or any of the Banks (other
than taxes based upon the Agent's or any Bank's gross or net
income), including any recording, mortgage, documentary or
intangibles taxes in connection with the Loan Documents, or other
taxes payable on or with respect to the transactions contemplated
by this Agreement, including any such taxes payable by the Agent
or any of the Banks after the Closing Date (the Borrowers hereby
agreeing to indemnify the Agent and each Bank with respect
thereto), (c) all reasonable internal charges of the Agent
(determined in good faith and in accordance with the Agent's
internal policies applicable generally to its customers) for
commercial finance exams and engineering and environmental
reviews and the reasonable fees, expenses and disbursements of
the counsel to the Agent incurred in connection with the
preparation, administration or interpretation of the Loan
Documents and other instruments mentioned herein (excluding,
however, the preparation of agreements evidencing participations
granted under Section 18.4), each closing hereunder, and amendments,
modifications, approvals, consents or waivers hereto or
hereunder, (d) the reasonable fees, expenses and disbursements of
the Agent incurred by the Agent in connection with the
preparation, administration or interpretation of the Loan
Documents and other instruments mentioned herein, and the making
of each advance hereunder, (e) all reasonable out-of-pocket
expenses (including reasonable attorneys' fees and costs, which
attorneys may be employees of any Bank or the Agent and the fees
and costs of appraisers, engineers, investment bankers or other
experts retained by any Bank or the Agent) incurred by any Bank
or the Agent in connection with (i) the enforcement of or
preservation of rights under any of the Loan Documents against
the Borrowers, the General Partner or the Guarantors or the
administration thereof after the occurrence of a Default or Event
of Default and (ii) any litigation, proceeding or dispute whether
arising hereunder or otherwise, in any way related to the Agent's
or any of the Bank's relationship with the Borrowers, the General
Partner or the Guarantors, (f) all reasonable fees, expenses and
disbursements of any Bank or the Agent incurred in connection
with UCC searches, UCC filings, title rundowns or title searches,
and (g) all reasonable fees, costs and expenses (including
reasonable attorney's fees and costs) of BKB in connection with
the syndication of interests in the Loans.  The covenants of this
Section 15 shall survive payment or satisfaction of payment of amounts
owing with respect to the Notes.

    Section 16.  INDEMNIFICATION.

    The Borrowers agree to indemnify and hold harmless the Agent
and the Banks and each director, officer, employee, agent and
Person who controls the Agent or any Bank from and against any
and all claims, actions and suits, whether groundless or
otherwise, and from and against any and all liabilities, losses,
damages and expenses of every nature and character arising out of
or relating to this Agreement or any of the other Loan Documents
or the transactions contemplated hereby and thereby including,
without limitation, (a) any leasing fees and any brokerage,
finders or similar fees asserted against any Person indemnified
under this Section 16 based upon any agreement, arrangement or action
made or taken, or alleged to have been made or taken, by the
Borrowers, the General Partner, the Guarantors or any of their
respective Subsidiaries, (b) any condition of the Real Estate,
(c) any actual or proposed use by the Borrowers of the proceeds
of any of the Loans, (d) any actual or alleged infringement of
any patent, copyright, trademark, service mark or similar right
of the Borrowers, the General Partner, the Guarantors or any of
their respective Subsidiaries, (e) the Borrowers and the
Guarantors entering into or performing this Agreement or any of
the other Loan Documents, (f) any actual or alleged violation of
any law, ordinance, code, order, rule, regulation, approval,
consent, permit or license relating to the Real Estate, or
(g) with respect to the Borrowers, the General Partner, the
Guarantors and their respective Subsidiaries and their respective
properties and assets, the violation of any Environmental Law,
the Release or threatened Release of any Hazardous Substances or
any action, suit, proceeding or investigation brought or
threatened with respect to any Hazardous Substances (including,
but not limited to claims with respect to wrongful death,
personal injury or damage to property), in each case including,
without limitation, the reasonable fees and disbursements of
counsel and allocated costs of internal counsel incurred in
connection with any such investigation, litigation or other
proceeding; provided, however, that the Borrowers shall not be
obligated under this Section 16 to indemnify any Person for liabilities
arising from such Person's own gross negligence or willful
misconduct.  In litigation, or the preparation therefor, the
Banks and the Agent shall be entitled to select a single law firm
as their own counsel and, in addition to the foregoing indemnity,
the Borrowers agree to pay promptly the reasonable fees and
expenses of such counsel.  If, and to the extent that the
obligations of the Borrowers under this Section 16 are unenforceable for
any reason, the Borrowers hereby agree to make the maximum
contribution to the payment in satisfaction of such obligations
which is permissible under applicable law.  The provisions of
this Section 16 shall survive the repayment of the Loans and the
termination of the obligations of the Banks hereunder.

    Section 17.  SURVIVAL OF COVENANTS, ETC.

    All covenants, agreements, representations and warranties
made herein, in the Notes, in any of the other Loan Documents or
in any documents or other papers delivered by or on behalf of the
Borrowers, the General Partner, the Guarantors or any of their
respective Subsidiaries pursuant hereto or thereto shall be
deemed to have been relied upon by the Banks and the Agent,
notwithstanding any investigation heretofore or hereafter made by
any of them, and shall survive the making by the Banks of any of
the Loans, as herein contemplated, and shall continue in full
force and effect so long as any amount due under this Agreement
or the Notes or any of the other Loan Documents remains
outstanding or any Bank has any obligation to make any Loans.
The indemnification obligations of the Borrowers provided herein
and the other Loan Documents shall survive the full repayment of
amounts due and the termination of the obligations of the Banks
hereunder and thereunder to the extent provided herein and
therein.  All statements contained in any certificate or other
paper delivered to any Bank or the Agent at any time by or on
behalf of the Borrowers, the General Partner, the Guarantors or
any of their respective Subsidiaries pursuant hereto or in
connection with the transactions contemplated hereby shall
constitute representations and warranties by such Person
hereunder.

    Section 18.  ASSIGNMENT AND PARTICIPATION.

    Section 18.1.  Conditions to Assignment by Banks.  Except as
provided herein, each Bank may assign to one or more banks or
other entities all or a portion of its interests, rights and
obligations under this Agreement (including all or a portion of
its Commitment Percentage and Commitment and the same portion of
the Loans at the time owing to it, and the Notes held by it);
provided that (a) the Agent shall have given its prior written
consent to such assignment, which consent shall not be
unreasonably withheld or delayed (provided that such consent
shall not be required for any assignment to another Bank, to a
bank which is under common control with the assigning Bank or to
a wholly-owned Subsidiary of such Bank provided that such
assignee shall remain a wholly-owned Subsidiary of such Bank),
(b) each such assignment shall be of a constant, and not a
varying, percentage of all the assigning Bank's rights and
obligations under this Agreement, (c) the parties to such
assignment shall execute and deliver to the Agent, for recording
in the Register (as hereinafter defined), a notice of such
assignment, together with any Notes subject to such assignment,
(d) in no event shall any voting, consent or approval rights of a
Bank be assigned to any Person controlling, controlled by or
under common control with, or which is not otherwise free from
influence or control by, the Borrowers, the General Partner or
the Guarantors which rights shall instead be allocated pro rata
among the other remaining Banks, (e) such assignee shall have a
net worth as of the date of such assignment of not less than
$500,000,000, and (f) such assignee shall acquire an interest in
the Loans of not less than $10,000,000.  Upon such execution,
delivery, acceptance and recording, of such notice of assignment,
(i) the assignee thereunder shall be a party hereto and all other
Loan Documents executed by the Banks and, to the extent provided
in such assignment, have the rights and obligations of a Bank
hereunder, (ii) the assigning Bank shall, to the extent provided
in such assignment and upon payment to the Agent of the
registration fee referred to in Section 18.2, be released from its
obligations under this Agreement, and (iii) the Agent may
unilaterally amend Schedule 1 to reflect such assignment.  In
connection with each assignment, the assignee shall represent and
warrant to the Agent, the assignor and each other Bank as to
whether such assignee is controlling, controlled by, under common
control with or is not otherwise free from influence or control
by, the Borrowers, the General Partner and the Guarantors.

    Section 18.2.  Register.  The Agent shall maintain a copy of each
assignment delivered to it and a register or similar list (the
"Register") for the recordation of the names and addresses of the
Banks and the Commitment Percentages of, and principal amount of
the Loans owing to the Banks from time to time.  The entries in
the Register shall be conclusive, in the absence of manifest
error, and the Borrowers, the Agent and the Banks may treat each
Person whose name is recorded in the Register as a Bank hereunder
for all purposes of this Agreement.  The Register shall be
available for inspection by the Borrowers and the Banks at any
reasonable time and from time to time upon reasonable prior
notice.  Upon each such recordation, the assigning Bank agrees to
pay to the Agent a registration fee in the sum of $2,000.

    Section 18.3.  New Notes.  Upon its receipt of an assignment
executed by the parties to such assignment, together with each
Note subject to such assignment, the Agent shall (a) record the
information contained therein in the Register, and (b) give
prompt notice thereof to the Borrowers and the Banks (other than
the assigning Bank).  Within five Business Days after receipt of
such notice, the Borrowers, at their own expense, shall execute
and deliver to the Agent, in exchange for each surrendered Note,
a new Note to the order of such assignee in an amount equal to
the amount assumed by such assignee pursuant to such assignment
and, if the assigning Bank has retained some portion of its
obligations hereunder, a new Note to the order of the assigning
Bank in an amount equal to the amount retained by it hereunder,
and shall cause the Guarantors to deliver to the Agent an
acknowledgment in form and substance satisfactory to the Agent to
the effect that the Guaranty extends to and is applicable to each
new Note.  Such new Notes shall provide that they are
replacements for the surrendered Notes, shall be in an aggregate
principal amount equal to the aggregate principal amount of the
surrendered Notes, shall be dated the effective date of such
assignment and shall otherwise be in substantially the form of
the assigned Notes.  The surrendered Notes shall be canceled and
returned to the Borrowers.

    Section 18.4.  Participations.  Each Bank may sell participations
to one or more banks or other entities in all or a portion of
such Bank's rights and obligations under this Agreement and the
other Loan Documents; provided that (a) any such sale or
participation shall not affect the rights and duties of the
selling Bank hereunder to the Borrowers, (b) such sale and
participation shall not entitle such participant to any rights or
privileges under this Agreement or the Loan Documents (including,
without limitation, the right to approve waivers, amendments or
modifications), (c) such participant shall have no direct rights
against the Borrowers  or the Guarantors except the rights
granted to the Banks pursuant to Section 13, (d) such sale is effected
in accordance with all applicable laws, and (e) such participant
shall not be a Person controlling, controlled by or under common
control with, or which is not otherwise free from influence or
control by, the Borrowers, the General Partner or the Guarantors.
Any Bank which sells a participation shall promptly notify the
Agent of such sale and the identity of the purchaser of such
interest.

    Section 18.5.  Pledge by Bank.  Any Bank may at any time pledge all
or any portion of its interest and rights under this Agreement
(including all or any portion of its Note) to any of the twelve
Federal Reserve Banks organized under Section 4 of the Federal Reserve
Act, 12 U.S.C. Section 341.  No such pledge or the enforcement thereof
shall release the pledgor Bank from its obligations hereunder or
under any of the other Loan Documents.

    Section 18.6.  No Assignment by Borrowers.  Neither Borrower shall
assign or transfer any of its rights or obligations under any of
the Loan Documents without the prior written consent of each of
the Banks.

    Section 18.7.  Disclosure.  The Borrowers agree that in addition to
disclosures made in accordance with standard banking practices
any Bank may disclose information obtained by such Bank pursuant
to this Agreement to assignees or participants and potential
assignees or participants hereunder.

    Section 19.  NOTICES.

    Each notice, demand, election or request provided for or
permitted to be given pursuant to this Agreement (hereinafter in
this Section 19 referred to as "Notice"), must be in writing and shall
be deemed to have been properly given or served by personal
delivery or by sending same by overnight courier or by depositing
same in the United States Mail, postpaid and registered or
certified, return receipt requested, or as expressly permitted
herein, by telegraph, telecopy, telefax or telex, and addressed
as follows:

    If to the Agent or any Bank, at the address set forth on the
signature page for the Agent or such Bank; and

    If to WDOP:

              Walden/Drever Operating Partnership, L.P.
              One Lincoln Center
              5400 LBJ Freeway
              Suite 400, LB45
              Dallas, Texas 75240
              Attn: Mark S. Dillinger
              Facsimile: 214/788-1550

    With a copy to:

              Robin K. Minick, Esq.
              Munsch Hardt Kopf Harr & Dinan
              1445 Ross Avenue
              4000 Fountain Place
              Dallas, Texas 75202

    If to Walden:

              Walden Residential Properties, Inc.
              One Lincoln Center
              5400 LBJ Freeway
              Suite 400, LB45
              Dallas, Texas 75240
              Attn: Mark S. Dillinger
              Facsimile: 214/788-1550

    With a copy to:

              Robin K. Minick, Esq.
              Munsch Hardt Kopf Harr & Dinan
              1445 Ross Avenue
              4000 Fountain Place
              Dallas, Texas 75202

and to each other Bank which may hereafter become a party to this
Agreement at such address as may be designated by such Bank.
Each Notice shall be effective upon being personally delivered or
upon being sent by overnight courier or upon being deposited in
the United States Mail as aforesaid.  The time period in which a
response to such Notice must be given or any action taken with
respect thereto (if any), however, shall commence to run from the
date of receipt if personally delivered or sent by overnight
courier, or if so deposited in the United States Mail, the
earlier of three (3) Business Days following such deposit or the
date of receipt as disclosed on the return receipt.  Rejection or
other refusal to accept or the inability to deliver because of
changed address for which no notice was given shall be deemed to
be receipt of the Notice sent.  By giving at least fifteen (15)
days prior Notice thereof, a Borrower, a Bank or Agent shall have
the right from time to time and at any time during the term of
this Agreement to change their respective addresses and each
shall have the right to specify as its address any other address
within the United States of America.

    Section 20.  RELATIONSHIP.

    The relationship between each Bank and each Borrower is
solely that of a lender and borrower, and nothing contained
herein or in any of the other Loan Documents shall in any manner
be construed as making the parties hereto partners, joint
venturers or any other relationship other than lender and
borrower.

    Section 21.  GOVERNING LAW; CONSENT TO JURISDICTION AND SERVICE.

    THIS AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS EXCEPT
AS OTHERWISE SPECIFICALLY PROVIDED THEREIN, ARE CONTRACTS UNDER
THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS AND SHALL FOR ALL
PURPOSES BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS
OF SUCH STATE (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR
CHOICE OF LAW).  THE BORROWERS AGREE THAT ANY SUIT FOR THE
ENFORCEMENT OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS
MAY BE BROUGHT IN THE COURTS OF THE COMMONWEALTH OF MASSACHUSETTS
OR ANY FEDERAL COURT SITTING THEREIN AND CONSENT TO THE
NONEXCLUSIVE JURISDICTION OF SUCH COURT AND THE SERVICE OF
PROCESS IN ANY SUCH SUIT BEING MADE UPON THE BORROWERS BY MAIL AT
THE ADDRESS SPECIFIED IN SECTION 19.  THE BORROWERS HEREBY WAIVE ANY
OBJECTION THAT EITHER OF THEM MAY NOW OR HEREAFTER HAVE TO THE
VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS
BROUGHT IN AN INCONVENIENT COURT.

    Section 22.  HEADINGS.

    The captions in this Agreement are for convenience of
reference only and shall not define or limit the provisions
hereof.

    Section 23.  COUNTERPARTS.

    This Agreement and any amendment hereof may be executed in
several counterparts and by each party on a separate counterpart,
each of which when so executed and delivered shall be an
original, and all of which together shall constitute one
instrument.  In proving this Agreement it shall not be necessary
to produce or account for more than one such counterpart signed
by the party against whom enforcement is sought.

    Section 24.  ENTIRE AGREEMENT, ETC.

    The Loan Documents and any other documents executed in
connection herewith or therewith express the entire understanding
of the parties with respect to the transactions contemplated
hereby.  Neither this Agreement nor any term hereof may be
changed, waived, discharged or terminated, except as provided in
Section 27.

    Section 25.  WAIVER OF JURY TRIAL AND CERTAIN DAMAGE CLAIMS.

    EACH OF THE BORROWERS, THE AGENT AND THE BANKS HEREBY WAIVES
ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM
ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT, ANY
NOTE OR ANY OF THE OTHER LOAN DOCUMENTS, ANY RIGHTS OR
OBLIGATIONS HEREUNDER OR THEREUNDER OR THE PERFORMANCE OF SUCH
RIGHTS AND OBLIGATIONS.  EXCEPT TO THE EXTENT EXPRESSLY
PROHIBITED BY LAW, THE BORROWERS HEREBY WAIVE ANY RIGHT EITHER OF
THEM MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY
SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY
DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES.  THE
BORROWERS (A) CERTIFY THAT NO REPRESENTATIVE, AGENT OR ATTORNEY
OF ANY BANK OR THE AGENT HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH BANK OR THE AGENT WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (B)
ACKNOWLEDGE THAT THE AGENT AND THE BANKS HAVE BEEN INDUCED TO
ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH
THEY ARE PARTIES BY, AMONG OTHER THINGS, THE WAIVERS AND
CERTIFICATIONS CONTAINED IN THIS SECTION 25.  BORROWERS ACKNOWLEDGE THAT
EACH OF THEM HAS HAD AN OPPORTUNITY TO REVIEW THIS SECTION 25 WITH ITS
LEGAL COUNSEL AND THAT EACH BORROWER AGREES TO THE FOREGOING AS
ITS FREE, KNOWING AND VOLUNTARY ACT.

    SECTION 26.  DEALINGS WITH THE BORROWERS.

    The Banks and their affiliates may accept deposits from,
extend credit to and generally engage in any kind of banking,
trust or other business with either Borrower,  the Guarantors,
their respective Subsidiaries or any of their affiliates
regardless of the capacity of the Bank hereunder.

    SECTION 27.  CONSENTS, AMENDMENTS, WAIVERS, ETC.

    Except as otherwise expressly provided in this Agreement,
any consent or approval required or permitted by this Agreement
may be given, and any term of this Agreement or of any other
instrument related hereto or mentioned herein may be amended, and
the performance or observance by the Borrowers of any terms of
this Agreement or such other instrument or the continuance of any
Default or Event of Default may be waived (either generally or in
a particular instance and either retroactively or prospectively)
with, but only with, the written consent of the Majority Banks.
Notwithstanding the foregoing, none of the following may occur
without the written consent of each Bank:  a change in the rate
of interest on and the term of the Notes; a change in the amount
of the Commitments of the Banks; a forgiveness, reduction or
waiver of the principal of any unpaid Loan or any interest
thereon or fee payable under the Loan Documents; a change in the
amount of any fee payable to a Bank hereunder; the postponement
of any date fixed for any payment of principal of or interest on
the Loan; an extension of the Maturity Date; a change in the
manner of distribution of any payments to the Banks or the Agent;
the release of a Borrower or a Guarantor except as otherwise
provided herein; an amendment of the definition of Majority Banks
or of any requirement for consent by all of the Banks; any
modification to require a Bank to fund a pro rata share of a
request for an advance of the Loan made by the Borrowers other
than based on its Commitment Percentage; an amendment to this
Section 27; an amendment of the definition of Majority Banks; or an
amendment of any provision of this Agreement or the Loan
Documents which requires the approval of all of the Banks or the
Majority Banks to require a lesser number of Banks to approve
such action.  No waiver shall extend to or affect any obligation
not expressly waived or impair any right consequent thereon.  No
course of dealing or delay or omission on the part of the Agent
or any Bank in exercising any right shall operate as a waiver
thereof or otherwise be prejudicial thereto.  No notice to or
demand upon the Borrowers shall entitle the Borrowers to other or
further notice or demand in similar or other circumstances.

    SECTION 28.  SEVERABILITY.

    The provisions of this Agreement are severable, and if any
one clause or provision hereof shall be held invalid or
unenforceable in whole or in part in any jurisdiction, then such
invalidity or unenforceability shall affect only such clause or
provision, or part thereof, in such jurisdiction, and shall not
in any manner affect such clause or provision in any other
jurisdiction, or any other clause or provision of this Agreement
in any jurisdiction.

    SECTION 29.  TIME OF THE ESSENCE.

    Time is of the essence with respect to each and every
covenant, agreement and obligation of the Borrowers under this
Agreement and the other Loan Documents.

    SECTION 30.  NO UNWRITTEN AGREEMENTS.

    THE WRITTEN LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT
BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.

    SECTION 31.  REPLACEMENT OF NOTES.

    Upon receipt of evidence reasonably satisfactory to the
Borrowers of the loss, theft, destruction or mutilation of any
Note, and in the case of any such loss, theft or destruction,
upon delivery of an indemnity agreement reasonably satisfactory
to the Borrowers or, in the case of any such mutilation, upon
surrender and cancellation of the applicable Note, the Borrowers
will execute and deliver, in lieu thereof, a replacement Note,
identical in form and substance to the applicable Note and dated
as of the date of the applicable Note and upon such execution and
delivery all references in the Loan Documents to such Note shall
be deemed to refer to such replacement Note.

    SECTION 32.  JOINT AND SEVERAL LIABILITY.

    Each of the Borrowers covenants and agrees that each and
every covenant and obligation of any Borrower hereunder and under
the other Loan Documents shall be the joint and several
obligations of each Borrower.

    SECTION 33.  ADDITIONAL AGREEMENTS CONCERNING OBLIGATIONS OF
BORROWERS.

    Section 33.1.  Waiver of Automatic or Supplemental Stay.  Each of
the Borrowers represent, warrant and covenant to the Banks and
Agent that in the event of the filing of any voluntary or
involuntary petition in bankruptcy by or against the other of the
Borrowers at any time following the execution and delivery of
this Agreement, neither of the Borrowers shall seek a
supplemental stay or any other relief, whether injunctive or
otherwise, pursuant to Section 105 of the Bankruptcy Code or any
other provision of the Bankruptcy Code, to stay, interdict,
condition, reduce or inhibit the ability of the Banks or Agent to
enforce any rights it has by virtue of this Agreement, the Loan
Documents, or at law or in equity, or any other rights the Banks
or Agent has, whether now or hereafter acquired, against the
other Borrower or against any property owned by such other
Borrower.

    Section 33.2.  Waiver of Defenses.  Each of the Borrowers hereby
waives and agrees not to assert or take advantage of any defense
based upon:

         (a)  any statute of limitations and any action
hereunder or for the collection of the Notes or for the payment
and performance of any of the Obligations;

         (b)  any incapacity, lack of authority, death or
disability of the other Borrower, any Guarantor or any other
Person;

         (c)  any failure of the Banks or Agent to commence an
action against the other Borrower, any Guarantor or any other
Person or to file or enforce a claim against the estate (either
in administration, bankruptcy, or any other proceeding) of the
other Borrower, any Guarantor or any other Person, whether or not
demand is made upon the Banks or Agent to file or enforce such
claim;

         (d)  any failure of the Banks or Agent to give notice
of the existence, creation or incurring of any new or additional
indebtedness or other obligation or of any action or nonaction on
the part of any other Person in connection with the Loan
Documents, including the waiver of any conditions to the making
of any advance of proceeds of any Loan;

         (e)  any failure on the part of the Banks or Agent to
ascertain the extent or nature of any assets of any Person or any
insurance or other rights with respect thereto, or the liability
of any party liable for the Loan Documents or the obligations
evidenced or secured thereby, or any failure on the part of the
Banks or Agent to disclose to the Borrowers any facts any of them
may now or hereafter know regarding the Borrowers, any
Guarantors, their respective assets, or such other parties,
whether such facts materially increase the risks to Borrowers or
not;

         (f)  except as specifically required in the Loan
Documents, any notice of intention to accelerate any of the
Obligations or any notice of acceleration of the Obligations;

         (g)  any lack of acceptance or notice of acceptance of
this Agreement by Banks or Agent;

         (h)  any lack of presentment, demand, protest, or
notice of dishonor, demand, protest or nonpayment with respect to
any indebtedness or obligations under any of the Loan Documents;

         (i)  any lack of notice of disposition or of manner of
disposition of any assets of any Person;

         (j)  except as specifically required in the Loan
Documents, any lack of other notices to which the Borrowers, or
either of them, might otherwise be entitled;

         (k)  failure to properly record any document or any
other lack of due diligence by the Banks or Agent in creating or
perfecting a security interest in or collection, protection or
realization upon any assets of any Person or in obtaining
reimbursement or performance from any person or entity now or
hereafter liable for the Loan Documents or any obligation secured
thereby;

         (l)  any invalidity or irregularity, in whole or in
part, of any one or more of the Loan Documents;

         (m)  the inaccuracy of any representation or other
provision contained in any Loan Document;

         (n)  any sale or assignment of the Loan Documents, in
whole or in part;

         (o)  any sale or assignment by any of the Borrowers or
any Guarantor of any assets of such Person, or any portion
thereof, whether or not consented to by the Banks or Agent;

         (p)  any lack of commercial reasonableness in dealing
with any of the assets of a Person now or hereafter owned by the
other of the Borrowers or any Guarantor;

         (q)  the dissolution or termination of existence of
either Borrower, any Guarantor or any other Person;

         (r)  the voluntary or involuntary liquidation, sale or
other disposition of all or substantially all of the assets of
either Borrower or any Guarantor;

         (s)  the voluntary or involuntary receivership,
insolvency, bankruptcy, assignment for the benefit of creditors,
reorganization, assignment, composition, or readjustment of, or
any similar proceeding affecting, any Borrower, any Guarantor or
any of such Person's properties or assets;

         (t)  the damage, destruction, condemnation, foreclosure
or surrender of all or any part of the Real Estate or any of the
improvements located thereon;

         (u)  any failure or delay of Agent or the Banks to
commence an action against Borrowers or any Guarantor, to assert
or enforce any remedies against Borrowers or any Guarantor under
the Note or the Loan Documents, or to realize upon any security;

         (v)  the invalidity or unenforceability of the Note or
any of the Loan Documents;

         (w)  the compromise, settlement, release or termination
of any or all of the obligations of a Borrower or any Guarantor
under the Note or the Loan Documents; or

         (x)  to the fullest extent permitted by law, any other
legal, equitable or surety defenses whatsoever to which a
Borrower might otherwise be entitled

    Section 33.3.  Waiver.  Each of the Borrowers waives, to the
fullest extent that each may lawfully so do, the benefit of all
appraisement, valuation, stay, extension, homestead, exemption
and redemption laws which such Person may claim or seek to take
advantage of in order to prevent or hinder the enforcement of any
of the Loan Documents or the exercise by Banks or Agent of any of
their respective remedies under the Loan Documents and, to the
fullest extent that the Borrowers may lawfully so do, such Person
waives any and all right to have the assets of such Person
marshaled upon any exercise of remedies hereunder.  Each of the
Borrowers further agrees that the Banks and Agent shall be
entitled to exercise their respective rights and remedies under
the Loan Documents or at law or in equity in such order as they
may elect.  Without limiting the foregoing, each of the Borrowers
further agrees that upon the occurrence of an Event of Default,
the Banks and Agent may exercise any of such rights and remedies
without notice to either of the Borrowers except as required by
law or the Loan Documents and agrees that neither the Banks nor
Agent shall be required to proceed against the other of the
Borrowers, any Guarantor or any other Person or to proceed
against or to exhaust any other security held by the Banks or
Agent at any time or to pursue any other remedy in Bank's or
Agent's power or under any of the Loan Documents before
proceeding against a Borrower or its assets under the Loan
Documents.

    Section 33.4.  Subordination.  Each of the Borrowers hereby
expressly waives any right of contribution from or indemnity
against the other, whether at law or in equity, arising from any
payments made by such Person pursuant to the terms of this
Agreement or the Loan Documents, and each of the Borrowers
acknowledges that it has no right whatsoever to proceed against
the other for reimbursement of any such payments.  In connection
with the foregoing, each of the Borrowers expressly waives any
and all rights of subrogation to the Banks or Agent against the
other of the Borrowers, and each of the Borrowers hereby waives
any rights to enforce any remedy which the Banks or Agent may
have against the other of the Borrowers and any rights to
participate in any collateral or any other assets of the other
Borrower.  In addition to and without in any way limiting the
foregoing, each of the Borrowers hereby subordinates any and all
indebtedness it may now or hereafter owe to such other Borrower
to all indebtedness of the Borrowers to the Banks and Agent, and
agrees with the Banks and Agent that neither of the Borrowers
shall claim any offset or other reduction of such Borrower's
obligations hereunder because of any such indebtedness and shall
not take any action to obtain any collateral or any other assets
of the other Borrower.

    IN WITNESS WHEREOF, the undersigned have duly executed this
Agreement as a sealed instrument as of the date first set forth
above.

                             BANKBOSTON, N.A., individually and
                             as Agent


                             By:   _____________________________
                                Jeffrey L. Warwick, Director

BankBoston, N.A.
100 Federal Street
Boston, Massachusetts  02110
Attn:  Real Estate Division

With a copy to:

BankBoston, N.A.
115 Perimeter Center Place, N.E.
Suite 500
Atlanta, Georgia  30346
Attn:  Jeffrey L. Warwick
Facsimile:  770/390-8434



<PAGE>
                             WALDEN/DREVER OPERATING
                             PARTNERSHIP, L.P., a Delaware
                             limited partnership, by its sole
                             general partner

                             By:   Walden Residential
                                   Properties, Inc., a Maryland
                                   corporation


                                By:   __________________________
                                      Name:_____________________
                                      Title:______________________


                                      [CORPORATE SEAL]



                             WALDEN RESIDENTIAL PROPERTIES,
                             INC., a Maryland corporation


                             By:   _______________________________
                                Name:__________________________
                                Title:___________________________


                                      [CORPORATE SEAL]

<PAGE>
                             KEYBANK NATIONAL ASSOCIATION



                             By:   _____________________________
                                Title:

KeyBank National Association
Commercial Real Estate Division
Sixth Floor
127 Public Square
Cleveland, Ohio   44114-1306
Attn:  Mr. Laird Fairchild


<PAGE>
                            EXHIBIT A

                          FORM OF NOTE


$______________                               December ___ , 1997


    FOR VALUE RECEIVED, the undersigned WALDEN/DREVER OPERATING
PARTNERSHIP, L.P., a Delaware limited partnership, and WALDEN
RESIDENTIAL PROPERTIES, INC., a Maryland corporation, hereby
jointly and severally promise to pay to
______________________________ or order, in accordance with the
terms of that certain Term Loan Agreement dated December 15, 1997
(the "Agreement"), as from time to time in effect, among the
undersigned, BankBoston, N.A., for itself and as Agent, and such
other Banks as may be from time to time named therein, to the
extent not sooner paid, on or before the Maturity Date the
principal sum of
_____________________________________________________________
DOLLARS ($______________), or such amount as may be advanced by
the payee hereof under the Agreement with daily interest from the
date hereof, computed as provided in the Agreement, on the
principal amount hereof from time to time unpaid, at a rate per
annum on each portion of the principal amount which shall at all
times be equal to the rate of interest applicable to such portion
in accordance with the Agreement, and with interest on overdue
principal and, to the extent permitted by applicable law, on
overdue installments of interest and late charges at the rates
provided in the Agreement.  Interest shall be payable on the
dates specified in the Agreement, except that all accrued
interest shall be paid at the stated or accelerated maturity
hereof or upon the prepayment in full hereof.  Capitalized terms
used herein and not otherwise defined herein shall have the
meanings set forth in the Agreement.

    Payments hereunder shall be made to BankBoston, N.A., as
Agent for the payee hereof, 100 Federal Street, Boston,
Massachusetts 02110.

    This Note is one of one or more Notes evidencing borrowings
under and is entitled to the benefits and subject to the
provisions of the Agreement.  The principal of this Note may be
due and payable in whole or in part prior to the maturity date
stated above and is subject to mandatory prepayment in the
amounts and under the circumstances set forth in the Agreement,
and may be prepaid in whole or from time to time in part, all as
set forth in the Agreement.

    Notwithstanding anything in this Note to the contrary, all
agreements between the Borrowers and the Banks and the Agent,
whether now existing or hereafter arising and whether written or
oral, are hereby limited so that in no contingency, whether by
reason of acceleration of the maturity of any of the Obligations
or otherwise, shall the interest contracted for, charged or
received by the Banks exceed the maximum amount permissible under
applicable law.  If, from any circumstance whatsoever, interest
would otherwise be payable to the Banks in excess of the maximum
lawful amount, the interest payable to the Banks shall be reduced
to the maximum amount permitted under applicable law; and if from
any circumstance the Banks shall ever receive anything of value
deemed interest by applicable law in excess of the maximum lawful
amount, an amount equal to any excessive interest shall be
applied to the reduction of the principal balance of the
Obligations and to the payment of interest or, if such excessive
interest exceeds the unpaid balance of principal of the
Obligations, such excess shall be refunded to the Borrowers.  All
interest paid or agreed to be paid to the Banks shall, to the
extent permitted by applicable law, be amortized, prorated,
allocated and spread throughout the full period until payment in
full of the principal of the Obligations (including the period of
any renewal or extension thereof) so that the interest thereon
for such full period shall not exceed the maximum amount
permitted by applicable law.  This paragraph shall control all
agreements between the Borrowers and the Banks and the Agent.

    In case an Event of Default shall occur, the entire
principal amount of this Note may become or be declared due and
payable in the manner and with the effect provided in said
Agreement.

    This Note shall be governed by and construed in accordance
with the laws of the Commonwealth of Massachusetts (without
giving effect to the conflict of laws rules of any jurisdiction).

    The undersigned makers and all guarantors and endorsers,
hereby waive presentment, demand, notice, protest, notice of
intention to accelerate the indebtedness evidenced hereby, notice
of acceleration of the indebtedness evidenced hereby and all
other demands and notices in connection with the delivery,
acceptance, performance and enforcement of this Note, except as
specifically otherwise provided in the Agreement, and assent to
extensions of time of payment or forbearance or other indulgence
without notice.

    IN WITNESS WHEREOF the undersigned have by their duly
authorized officer or partner executed this Note under seal as of
the day and year first above written.

                             WALDEN/DREVER OPERATING
                             PARTNERSHIP, L.P., a Delaware
                             limited partnership, by its sole
                             general partner

                             By:   Walden Residential
                                   Properties, Inc., a Maryland
                                   corporation


                                By:______________________________
                                   Name:_______________________
                                   Title:________________________


                                      [CORPORATE SEAL]


                             WALDEN RESIDENTIAL PROPERTIES,
                             INC., a Maryland corporation


                             By:   _____________________________
                                Name:________________________
                                Title:_________________________


                                      [CORPORATE SEAL]

                            EXHIBIT B

                             FORM OF
                      COMPLIANCE CERTIFICATE


BankBoston, N.A.,
for itself and as Agent
115 Perimeter Center Place, N.E.
Suite 500
Atlanta, Georgia 30346
Attn:  Dan Stegemoeller

[INSERT NAMES AND ADDRESSES
     OF OTHER BANKS]

Ladies and Gentlemen:

    Reference is made to the Term Loan Agreement dated December
15, 1997 (the "Agreement") by and among Walden Residential
Properties, Inc. and Walden/Drever Operating Partnership, L.P.
(the "Borrowers"), BankBoston, N.A., for itself and as Agent, and
the other Banks from time to time party thereto.  Terms defined
in the Agreement and not otherwise defined herein are used herein
as defined in the Agreement.

    Pursuant to the Agreement, the Borrowers are furnishing to
you herewith (or have most recently furnished to you) the
financial statements of the Borrowers and their respective
Subsidiaries for the fiscal period ended _______________ (the
"Balance Sheet Date").  Such financial statements have been
prepared in accordance with generally accepted accounting
principles and present fairly the financial position of Borrowers
and the Subsidiaries covered thereby at the date thereof and the
results of their operations for the periods covered thereby,
subject in the case of interim statements only to normal year-end
audit adjustments.

    This certificate is submitted in compliance with
requirements of Section 7.4(e), Section 7.5(d) and Section 10.10 of the
Agreement.  If this certificate is provided under a provision other than
Section 7.4(e), the calculations provided below are made using the
financial statements of the Borrowers and their respective
Subsidiaries as of the Balance Sheet Date adjusted in the best
good-faith estimate of the Borrowers to give effect to the making
of a Loan, extension of the Maturity Date, acquisition or
disposition of property or other event that occasions the
preparation of this certificate; and the nature of such event and
the Borrowers' estimate of its effects are set forth in
reasonable detail in an attachment hereto.  The undersigned
officer is the chief financial or chief accounting officer of
Walden, for Walden and the sole general partner of WDOP.

    The undersigned officers have caused the provisions of the
Agreement to be reviewed and have no knowledge of any Default or
Event of Default. (Note: If the signers do have knowledge of any
Default or Event of Default, the form of certificate should be
revised to specify the Default or Event of Default, the nature
thereof and the actions taken, being taken or proposed to be
taken by the Borrowers with respect thereto.)

    The Borrowers are providing the information set forth in the
schedule attached hereto to demonstrate compliance as of the date
hereof with the covenants described therein.

    IN WITNESS WHEREOF, we have hereunto set our hands this ___
day of ________________, 199__.

                             WALDEN/DREVER OPERATING
                             PARTNERSHIP, L.P., a Delaware
                             limited partnership, by its sole
                             general partner

                             By: Walden Residential Properties,
Inc.,
                                    a Maryland corporation



By:______________________________
                                       Chief Financial or
                                   Chief Accounting Officer


                             WALDEN RESIDENTIAL PROPERTIES,
                             INC.,
                             a Maryland corporation


                             By:____________________________________
                                   Chief Financial or Chief
Accounting Officer



                            SCHEDULE 1

                      BANKS AND COMMITMENTS



                                            Commitment
                           Commitment        Percentage

BankBoston, N.A.          $200,000,000.00       100%
100 Federal Street
Boston, Massachusetts 02110
Attn:  Real Estate Division

LIBOR Lending Office
Same as above


<PAGE>
                            SCHEDULE 2

      EXAMPLE OF CALCULATION OF DEBT SERVICE COVERAGE AMOUNT


<PAGE>
                          SCHEDULE 6.17


                      ENVIRONMENTAL MATTERS




                              NONE.

<PAGE>
                          SCHEDULE 6.18


                 SUBSIDIARIES OF WDOP AND WALDEN


<PAGE>
                          SCHEDULE 6.20


                       REAL ESTATE OWNED BY
           BORROWERS AND THEIR RESPECTIVE SUBSIDIARIES
                          SCHEDULE 6.22


       INDEBTEDNESS OF THE BORROWERS AND THEIR SUBSIDIARIES

                       TABLE OF CONTENTS

Section 1.  DEFINITIONS AND RULES OF INTERPRETATION.. . . . . . . . .-1-
    Section 1.1.  Definitions . . . . . . . . . . . . . . . . . . . .-1-
    Section 1.2.  Rules of Interpretation . . . . . . . . . . . . . -13-

Section 2.  THE TERM LOAN FACILITY. . . . . . . . . . . . . . . . . -14-
    Section 2.1.  Commitment to Lend. . . . . . . . . . . . . . . . -14-
    Section 2.2.  Intentionally Omitted . . . . . . . . . . . . . . -14-
    Section 2.3.  Intentionally Omitted . . . . . . . . . . . . . . -14-
    Section 2.4.  Notes . . . . . . . . . . . . . . . . . . . . . . -14-
    Section 2.5.  Interest on Loans . . . . . . . . . . . . . . . . -14-
    Section 2.6.  Intentionally Omitted . . . . . . . . . . . . . . -15-
    Section 2.7.  Intentionally Omitted . . . . . . . . . . . . . . -15-
    Section 2.8.  Extension of Maturity Date. . . . . . . . . . . . -15-

SECTION 3.  REPAYMENT OF THE LOANS. . . . . . . . . . . . . . . . . -16-
    Section 3.1.  Stated Maturity . . . . . . . . . . . . . . . . . -16-
    Section 3.2.  Mandatory Prepayments . . . . . . . . . . . . . . -16-
    Section 3.3.  Optional Prepayments. . . . . . . . . . . . . . . -16-
    Section 3.4.  Partial Prepayments . . . . . . . . . . . . . . . -16-
    Section 3.5.  Effect of Prepayments . . . . . . . . . . . . . . -16-
    Section 3.6.     Proceeds from Debt Offering. . . . . . . . . . -16-

SECTION 4.  CERTAIN GENERAL PROVISIONS. . . . . . . . . . . . . . . -17-
    Section 4.1.  Conversion Options. . . . . . . . . . . . . . . . -17-
    Section 4.2.  Intentionally Omitted . . . . . . . . . . . . . . -17-
    Section 4.3.  Intentionally Omitted . . . . . . . . . . . . . . -17-
    Section 4.4.  Funds for Payments. . . . . . . . . . . . . . . . -18-
    Section 4.5.  Computations. . . . . . . . . . . . . . . . . . . -18-
    Section 4.6.  Inability to Determine LIBOR Rate . . . . . . . . -18-
    Section 4.7.  Illegality. . . . . . . . . . . . . . . . . . . . -19-
    Section 4.8.  Additional Interest . . . . . . . . . . . . . . . -19-
    Section 4.9.  Additional Costs, Etc.. . . . . . . . . . . . . . -19-
    Section 4.10.  Capital Adequacy . . . . . . . . . . . . . . . . -20-
    Section 4.11.  Indemnity of Borrowers . . . . . . . . . . . . . -21-
    Section 4.12.  Interest on Overdue Amounts; Late Charge . . . . -21-
    Section 4.13. Certificate . . . . . . . . . . . . . . . . . . . -21-
    Section 4.14.  Limitation on Interest . . . . . . . . . . . . . -21-

SECTION 5.  SECURITY. . . . . . . . . . . . . . . . . . . . . . . . -22-

SECTION 6.  REPRESENTATIONS AND WARRANTIES. . . . . . . . . . . . . -22-
    Section 6.1.  Corporate Authority, Etc. . . . . . . . . . . . . -22-
    Section 6.2.  Governmental Approvals. . . . . . . . . . . . . . -23-
    Section 6.3.  Title to Properties; Leases . . . . . . . . . . . -23-
    Section 6.4.  Financial Statements. . . . . . . . . . . . . . . -24-
    Section 6.5.  No Material Changes . . . . . . . . . . . . . . . -24-
    Section 6.6.  Franchises, Patents, Copyrights, Etc. . . . . . . -24-
    Section 6.7.  Litigation. . . . . . . . . . . . . . . . . . . . -24-
    Section 6.8.  No Materially Adverse Contracts, Etc. . . . . . . -25-
    Section 6.9.  Compliance with Other Instruments, Laws, Etc. . . -25-
    Section 6.10.  Tax Status . . . . . . . . . . . . . . . . . . . -25-
    Section 6.11.  No Event of Default. . . . . . . . . . . . . . . -25-
    Section 6.12.  Holding Company and Investment Company Acts. . . -25-
    Section 6.13.  Absence of UCC Financing Statements, Etc.. . . . -26-
    Section 6.14.  Certain Transactions . . . . . . . . . . . . . . -26-
    Section 6.15.  Employee Benefit Plans . . . . . . . . . . . . . -26-
    Section 6.16.  Regulations U and X. . . . . . . . . . . . . . . -26-
    Section 6.17.  Environmental Compliance . . . . . . . . . . . . -26-
    Section 6.18.  Subsidiaries . . . . . . . . . . . . . . . . . . -28-
    Section 6.19.  Loan Documents and the Guarantors. . . . . . . . -28-
    Section 6.20.  Property . . . . . . . . . . . . . . . . . . . . -28-
    Section 6.21.  Brokers. . . . . . . . . . . . . . . . . . . . . -29-
    Section 6.22.  Other Debt . . . . . . . . . . . . . . . . . . . -29-
    Section 6.23.  Solvency . . . . . . . . . . . . . . . . . . . . -29-
    Section 6.24.  Partners . . . . . . . . . . . . . . . . . . . . -30-
    Section 6.25.  Exchange Agreement . . . . . . . . . . . . . . . -30-
    Section 6.26.  Walden - WDOP Partners . . . . . . . . . . . . . -30-
    Section 6.27.  No Fraudulent Intent . . . . . . . . . . . . . . -30-
    Section 6.28.  Transaction in best interests of Borrowers;
                   Consideration. . . . . . . . . . . . . . . . . . -30-

SECTION 7.  AFFIRMATIVE COVENANTS OF THE BORROWERS. . . . . . . . . -30-
    Section 7.1.  Punctual Payment. . . . . . . . . . . . . . . . . -31-
    Section 7.2.  Maintenance of Office . . . . . . . . . . . . . . -31-
    Section 7.3.  Records and Accounts. . . . . . . . . . . . . . . -31-
    Section 7.4.  Financial Statements, Certificates and Information-31-
    Section 7.5.  Notices . . . . . . . . . . . . . . . . . . . . . -34-
    Section 7.6.  Existence; Maintenance of Properties. . . . . . . -35-
    Section 7.7.  Insurance . . . . . . . . . . . . . . . . . . . . -35-
    Section 7.8.  Taxes . . . . . . . . . . . . . . . . . . . . . . -35-
    Section 7.9.  Inspection of Properties and Books. . . . . . . . -36-
    Section 7.10.  Compliance with Laws, Contracts, Licenses, and
                   Permits. . . . . . . . . . . . . . . . . . . . . -36-
    Section 7.11.  Use of Proceeds. . . . . . . . . . . . . . . . . -36-
    Section 7.12.  Further Assurances . . . . . . . . . . . . . . . -36-
    Section 7.13.  Management; Business Operations. . . . . . . . . -37-
    Section 7.14.  Unencumbered Operating Properties. . . . . . . . -37-
    Section 7.15.  Limiting Agreements. . . . . . . . . . . . . . . -38-
    Section 7.16.  Intentionally Omitted. . . . . . . . . . . . . . -38-
    Section 7.17.  Distributions of Income to the Borrowers . . . . -38-
    Section 7.18.  More Restrictive Agreements. . . . . . . . . . . -38-

SECTION 8.  CERTAIN NEGATIVE COVENANTS OF THE BORROWERS . . . . . . -39-
    Section 8.1.  Restrictions on Indebtedness. . . . . . . . . . . -39-
    Section 8.2.  Restrictions on Liens, Etc. . . . . . . . . . . . -40-
    Section 8.3.  Restrictions on Investments . . . . . . . . . . . -41-
    Section 8.4.  Merger, Consolidation . . . . . . . . . . . . . . -43-
    Section 8.5.  Sale and Leaseback. . . . . . . . . . . . . . . . -43-
    Section 8.6.  Compliance with Environmental Laws. . . . . . . . -43-
    Section 8.7.  Distributions . . . . . . . . . . . . . . . . . . -44-
    Section 8.8.  Asset Sales . . . . . . . . . . . . . . . . . . . -45-
    Section 8.9.  Development Activity. . . . . . . . . . . . . . . -45-
    Section 8.10.  Restriction on Prepayment of Indebtedness. . . . -45-
    Section 8.11.  Bankruptcy Remote Subsidiaries . . . . . . . . . -45-
    Section 8.12.  Walden - WDOP Partners . . . . . . . . . . . . . -46-
    Section 8.13.  Restrictions on Transfer . . . . . . . . . . . . -46-

SECTION 9.  FINANCIAL COVENANTS OF THE BORROWERS. . . . . . . . . . -46-
    Section 9.1.  Borrowing Base Covenant of the Borrowers. . . . . -46-
    Section 9.2.  Covenants of Walden . . . . . . . . . . . . . . . -46-

SECTION 10.  CLOSING CONDITIONS . . . . . . . . . . . . . . . . . . -47-
    Section 10.1.  Loan Documents . . . . . . . . . . . . . . . . . -47-
    Section 10.2.  Certified Copies of Organizational Documents . . -47-
    Section 10.3.  Bylaws; Resolutions. . . . . . . . . . . . . . . -47-
    Section 10.4.  Incumbency Certificate; Authorized Signers . . . -48-
    Section 10.5.  Opinion of Counsel . . . . . . . . . . . . . . . -48-
    Section 10.6.  Payment of Fees. . . . . . . . . . . . . . . . . -48-
    Section 10.7.  Performance; No Default. . . . . . . . . . . . . -48-
    Section 10.8.  Representations and Warranties . . . . . . . . . -48-
    Section 10.9.  Proceedings and Documents. . . . . . . . . . . . -48-
    Section 10.10.  Compliance Certificate. . . . . . . . . . . . . -48-
    Section 10.11.  Partner Consents. . . . . . . . . . . . . . . . -49-
    Section 10.12.  Other . . . . . . . . . . . . . . . . . . . . . -49-

SECTION 11. CONDITIONS TO ALL BORROWINGS. . . . . . . . . . . . . . -49-
    Section 11.1.  Prior Conditions Satisfied . . . . . . . . . . . -49-
    Section 11.2.  Representations True; No Default . . . . . . . . -49-
    Section 11.3.  No Legal Impediment. . . . . . . . . . . . . . . -49-
    Section 11.4.  Governmental Regulation. . . . . . . . . . . . . -49-
    Section 11.5.  Proceedings and Documents. . . . . . . . . . . . -49-
    Section 11.6.  Borrowing Documents. . . . . . . . . . . . . . . -49-

SECTION 12.  EVENTS OF DEFAULT; ACCELERATION; ETC.. . . . . . . . . -50-
    Section 12.1.  Events of Default and Acceleration . . . . . . . -50-
    Section 12.1A.  Limitation of Cure Periods. . . . . . . . . . . -53-
    Section 12.2.  Termination of Commitments . . . . . . . . . . . -53-
    Section 12.3.  Remedies . . . . . . . . . . . . . . . . . . . . -54-
    Section 12.4.  Distribution of Proceeds . . . . . . . . . . . . -54-

SECTION 13.  SETOFF . . . . . . . . . . . . . . . . . . . . . . . . -55-

SECTION 14. THE AGENT . . . . . . . . . . . . . . . . . . . . . . . -55-
    Section 14.1.  Authorization. . . . . . . . . . . . . . . . . . -55-
    Section 14.2.  Employees and Agents . . . . . . . . . . . . . . -55-
    Section 14.3.  No Liability . . . . . . . . . . . . . . . . . . -56-
    Section 14.4.  No Representations . . . . . . . . . . . . . . . -56-
    Section 14.5.  Payments . . . . . . . . . . . . . . . . . . . . -56-
    Section 14.6.  Holders of Notes . . . . . . . . . . . . . . . . -57-
    Section 14.7.  Indemnity. . . . . . . . . . . . . . . . . . . . -57-
    Section 14.8.  Agent as Bank. . . . . . . . . . . . . . . . . . -57-
    Section 14.9.  Resignation. . . . . . . . . . . . . . . . . . . -58-
    Section 14.10.  Duties in the Case of Enforcement . . . . . . . -58-

SECTION 15.  EXPENSES . . . . . . . . . . . . . . . . . . . . . . . -58-

SECTION 16.  INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . -59-

SECTION 17.  SURVIVAL OF COVENANTS, ETC.. . . . . . . . . . . . . . -60-

SECTION 18.  ASSIGNMENT AND PARTICIPATION . . . . . . . . . . . . . -60-
    Section 18.1.  Conditions to Assignment by Banks. . . . . . . . -60-
    Section 18.2.  Register . . . . . . . . . . . . . . . . . . . . -61-
    Section 18.3.  New Notes. . . . . . . . . . . . . . . . . . . . -61-
    Section 18.4.  Participations . . . . . . . . . . . . . . . . . -62-
    Section 18.5.  Pledge by Bank . . . . . . . . . . . . . . . . . -62-
    Section 18.6.  No Assignment by Borrowers . . . . . . . . . . . -62-
    Section 18.7.  Disclosure . . . . . . . . . . . . . . . . . . . -62-

SECTION 19.  NOTICES. . . . . . . . . . . . . . . . . . . . . . . . -62-

SECTION 20.  RELATIONSHIP . . . . . . . . . . . . . . . . . . . . . -64-

SECTION 21.  GOVERNING LAW; CONSENT TO JURISDICTION AND SERVICE . . -64-

SECTION 22.  HEADINGS . . . . . . . . . . . . . . . . . . . . . . . -64-

SECTION 23.  COUNTERPARTS . . . . . . . . . . . . . . . . . . . . . -64-

SECTION 24.  ENTIRE AGREEMENT, ETC. . . . . . . . . . . . . . . . . -65-

SECTION 25.  WAIVER OF JURY TRIAL AND CERTAIN DAMAGE CLAIMS . . . . -65-

SECTION 26.  DEALINGS WITH THE BORROWERS. . . . . . . . . . . . . . -65-

SECTION 27.  CONSENTS, AMENDMENTS, WAIVERS, ETC.. . . . . . . . . . -65-

SECTION 28.  SEVERABILITY . . . . . . . . . . . . . . . . . . . . . -66-

SECTION 29.  TIME OF THE ESSENCE. . . . . . . . . . . . . . . . . . -66-

SECTION 30.  NO UNWRITTEN AGREEMENTS. . . . . . . . . . . . . . . . -66-

SECTION 31.  REPLACEMENT OF NOTES . . . . . . . . . . . . . . . . . -67-

SECTION 32.  JOINT AND SEVERAL LIABILITY. . . . . . . . . . . . . . -67-

SECTION 33.  ADDITIONAL AGREEMENTS CONCERNING OBLIGATIONS OF BORROWERS-67-
    Section 33.1.  Waiver of Automatic or Supplemental Stay . . . . -67-
    Section 33.2.  Waiver of Defenses . . . . . . . . . . . . . . . -67-
    Section 33.3.  Waiver . . . . . . . . . . . . . . . . . . . . . -69-
    Section 33.4.  Subordination. . . . . . . . . . . . . . . . . . -70-

LIST OF EXHIBITS:

EXHIBIT A - Form of Revolving Credit Note
EXHIBIT B - Form of Compliance Certificate

LIST OF SCHEDULES:

Schedule 1 - Banks and Commitments
Schedule 2 - Example of Calculation of Debt Service Coverage Amount
Schedule 6.17 - Environmental Matters
Schedule 6.18 - Subsidiaries of the Borrower and Walden
Schedule 6.20 - Real Estate Owned By Borrowers and their Respective Subsidiaries
Schedule 6.22 - Indebtedness of the Borrowers and Their Subsidiaries