REVOLVING CREDIT AGREEMENT

                      DATED DECEMBER 4, 1996

                              among

                       WDN PROPERTIES, LTD.

                               and

                THE FIRST NATIONAL BANK OF BOSTON,

                      THE OTHER BANKS WHICH
                  ARE A PARTY TO THIS AGREEMENT,

                               and

                 THE OTHER BANKS WHICH MAY BECOME
                    PARTIES TO THIS AGREEMENT

                               and

                THE FIRST NATIONAL BANK OF BOSTON,
                             AS AGENT



                    REVOLVING CREDIT AGREEMENT


    THIS REVOLVING CREDIT AGREEMENT is made the 4th day of December,
1996 by and among WDN PROPERTIES, LTD. (the "Borrower"), a Texas
limited partnership having its principal place of business at One
Lincoln Center, 5400 LBJ Freeway, Suite 400, LB45, Dallas, Texas
75240, THE FIRST NATIONAL BANK OF BOSTON, BANK OF MONTREAL, CHICAGO
BRANCH, DRESDNER BANK AG NEW YORK AND GRAND CAYMAN BRANCHES, SIGNET
BANK, and the other lending institutions which may become parties
hereto pursuant to Section 18 (the "Banks"), and THE FIRST NATIONAL
BANK OF BOSTON, as Agent for the Banks (the "Agent").

                            RECITALS.

    WHEREAS, Borrower has requested that the Banks provide a
revolving credit facility to Borrower; and

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

    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:

    Additional Guarantor.  See Section 7.19.

    Agent.  The First National Bank of Boston acting as 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 Borrower and the Banks.

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

    Agreement.  This Revolving Credit Agreement, including the
Schedules and Exhibits hereto.

    Agreement Regarding Fees.  The Agreement Regarding Fees dated of
even date herewith between the Borrower and FNBB.  

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

    Rating         Base Rate Loans        LIBOR Rate Loans

  BBB+ or better        0%                  1.25%

  BBB                 0.25%                    1.30%

  BBB-                0.50%                    1.40%

In the event that the Rating Agency issues an Implied Rating for
Walden that is an Investment Grade Rating, or in the event of any
change in an Implied Rating of Walden by the Rating Agency, or if
Walden's Implied Rating, after having obtained an Investment Grade
Rating, shall cease at any time to be an Investment Grade Rating by
the Rating Agency (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.  

    On any date that the Implied Rating for Walden is not an
Investment Grade Rating or Walden has not obtained an Investment
Grade Rating from the Rating Agency, the Applicable Margin shall be
as set forth below based on the ratio of the Consolidated Total
Liabilities of Walden to the Consolidated Total Assets of Walden:

       Ratio            Base Rate Loans        LIBOR Rate Loans

    Less than 50%            0.75%                    1.50%
    50% or greater           0.75%                    1.60%

In the event that the Applicable Margin is at any time to be
determined based upon the ratio of Walden's Consolidated Total
Liabilities to Consolidated Total Assets, the Applicable Margin
shall be determined as if such ratio was 50% or greater until five
(5) Business Days following the delivery by Walden to Agent of such
evidence as the Agent may require (including without limitation,
the delivery of the Compliance Certificate to the Agent) that such
ratio is less than fifty percent (50%).  In the event of any change
in such ratio that would cause the Applicable Margin to increase,
the Borrower shall notify the Agent within five (5) Business Days
of such event, and regardless of whether Agent has received notice
of such event, such event shall effect a change in the Applicable
Margin on the first to occur of (a) the first Business Day after
the delivery of such notice to Agent of such event or (b) six (6)
Business Days following the increase of such ratio to fifty (50%)
percent or greater.

    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, 1996.

    Banks.  FNBB, 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.

    Borrower.  As defined in the preamble hereto.

    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 (other than Swing Loans) to the Borrower, 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 Borrower to the Agent
of its election to convert or continue a Loan in accordance with
Section 4.1.

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

    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 Borrower
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 the Borrower or any
Guarantor of any equity securities of the Borrower or such
Guarantor.

    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.

    FNBB.  The First National Bank of Boston.

    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 Partners.  Collectively, Walden, as the general partner
of the Borrower, Walden Operating, Inc., as the general partner of
WROP, and any general partner of an Additional Guarantor.

    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.  Collectively, Walden, WROP, WDN Properties, Inc. and
each Additional Guarantor.  

    Guaranty.  Collectively, the Unconditional Guaranty of Payment
and Performance dated of even date herewith made by the Guarantors
in favor of Agent and the Banks, and each Unconditional Guaranty of
Payment and Performance made by each Additional 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 Agency 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 Agency 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, two, three, six or twelve months 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 one of the periods set forth
above, as selected by the Borrower 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 Borrower shall fail to give notice as provided in
    Section 4.1, the Borrower 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 the Rating Agency.  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 the Rating Agency within the previous 365
days, or (b) the rating system of the Rating Agency (as opposed to
the rating of a Person) shall change, or (c) the Rating Agency
shall no longer perform the functions of a securities rating
agency, then the Borrower 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 Borrower or the
Guarantor in connection with the Loans.  

    Loan Request.  See Section 2.6.

    Loans.  The aggregate Loans (including Swing 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 Borrower from
time to time.

    Maturity Date.  February 8, 1999, as the same may be extended as
provided in Section 2.8,  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.  Collectively the Revolving Credit Notes and the Swing
Loan Note.

    Notice.  See Section 19.

    Obligations.  All indebtedness, obligations and liabilities of
the Borrower 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, 1995 and filed
with the SEC.

    Rating Agency.  Standard & Poor's Corporation.

    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 the Rating Agency of its
Implied Rating, sends notice to the Borrower 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, the Borrower 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).

    Revolving Credit Notes.  See Section 2.4.

    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 interest), 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.

    Swing Loan.  See Section 2.4A.

    Swing Loan Bank.  FNBB, in its capacity as Swing Loan Bank.

    Swing Loan Commitment.  The sum of $10,000,000.00, as the same
may be changed from time to time in accordance with the terms of
this Agreement.

    Swing Loan Note.  See Section 2.4A.

    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.

    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 Borrower or Walden 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 Borrower's and Walden's 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.  

Notwithstanding anything herein to the contrary, Unencumbered
Operating Properties having an Asset Value of not more than twenty
percent (20.0%) of the total Asset Value of the Unencumbered
Operating Properties may be owned by WROP or by an Additional
Guarantor; provided, that each such property shall otherwise
satisfy the foregoing conditions applicable to Unencumbered
Operating Properties, each and every covenant contained in, and
each and every warranty and representation made in, this Agreement
with respect to Real Estate shall be complied with and be true and
correct, as applicable, with respect to such Real Estate owned by
WROP or such Additional Guarantor, and as and when the Borrower or
Walden shall acquire any additional Real Estate which satisfies the
requirements in this Agreement for an Unencumbered Operating
Property, the Borrower shall promptly substitute such Real Estate
for any Unencumbered Operating Properties which are owned by WROP
or such Additional Guarantor.  

    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.  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 75420.

    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.

    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 REVOLVING CREDIT 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 Borrower, and the Borrower may borrow (and
repay and reborrow) from time to time between the Closing Date and
the Maturity Date upon notice by the Borrower to the Agent given in
accordance with Section 2.6, such sums as are requested by the
Borrower for the purposes set forth in Section 7.11 up to the
lesser of (a) a maximum aggregate principal amount outstanding
(after giving effect to all amounts requested) at any one time
equal to such Bank's Commitment and (b) such Bank's Commitment
Percentage of the Borrowing Base, provided, that, in all events no
Default or Event of Default shall have occurred and be continuing;
and provided, further, that the outstanding principal amount of the
Loans (after giving effect to all amounts requested) shall not at
any time exceed the Total Commitment.  The Loans (other than Swing
Loans) shall be made pro rata in accordance with each Bank's
Commitment Percentage.  Each request for a Loan hereunder shall
constitute a representation and warranty by the Borrower that all
of the conditions set forth in Section 10 and Section 11, in the
case of the initial Loan, and Section 11, in the case of all other
Loans, have been satisfied on the date of such request.  No Bank
shall have any obligation to make Loans to the Borrower in the
maximum aggregate principal amount outstanding of more than the
principal face amount of its Note.

    Section 2.2.  Facility Fee.  The Borrower agrees to pay to the
Agent for the account of the Banks in accordance with their
respective Commitment Percentages a facility fee calculated at the
rate per annum as set forth below on the average daily amount by
which the Total Commitment exceeds the outstanding principal amount
of Loans during each calendar quarter or portion thereof commencing
on the date hereof and ending on the Maturity Date.  The facility
fee shall be calculated based on the ratio (expressed as a
percentage) of (a) the average daily amount of the outstanding
principal amount of the Loans during such quarter to (b) the Total
Commitment as follows:

       Ratio of Outstanding Principal
       Balance to Total Commitment        Rate

       33.33% or less                     0.25%
       Greater than 33.33% but not
       more than 66.67%                   0.20%
       Greater than 66.67%                0.15%

The facility fee shall be payable quarterly in arrears on the first
day of each calendar quarter for the immediately preceding calendar
quarter or portion thereof, and on any earlier date on which the
Commitments shall be reduced or shall terminate as provided in
Section 2.3, with a final payment on the Maturity Date.

    Section 2.3.  Reduction and Termination of Commitment.  The
Borrower shall have the right at any time and from time to time
upon five Business Days' prior written notice to the Agent to
reduce by $5,000,000 or an integral multiple of $1,000,000 in
excess thereof (provided that in no event shall the Total
Commitment be reduced to an amount less than $50,000,000.00) or to
terminate entirely the unborrowed portion of the Commitments,
whereupon the Commitments of the Banks shall be reduced pro rata in
accordance with their respective Commitment Percentages of the
amount specified in such notice or, as the case may be, terminated,
any such termination or reduction to be without penalty (unless
such termination or reduction requires repayment of a LIBOR Rate
Loan); provided, however, that no such termination or reduction
shall be permitted if, after giving effect thereto, the Outstanding
Loans would exceed the Commitments of the Banks as so terminated or
reduced.  In the event that as a result of the reduction or
termination of the Commitments, the Commitment of the Swing Loan
Bank shall be reduced to an amount less than the Swing Loan
Commitment, the Swing Loan Commitment shall automatically and
without further action of the parties be reduced to an equal
amount.  Promptly after receiving any notice of the Borrower
delivered pursuant to this Section 2.3, the Agent will notify the
Banks of the substance thereof.  Upon the effective date of any
such reduction or termination, the Borrower shall pay to the Agent
for the respective accounts of the Banks the full amount of any
facility fee under Section 2.2 then accrued on the amount of the
reduction.  No reduction or termination of the Commitment or Swing
Loan Commitment may be reinstated.

    Section 2.4.  Notes.  The Loans (other than Swing Loans) shall
be evidenced by separate promissory notes of the Borrower in
substantially the form of Exhibit A hereto (collectively, the
"Revolving Credit Notes"), dated the date of this Agreement and
completed with appropriate insertions.  One Revolving Credit 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 Borrower irrevocably authorizes each Bank to make
or cause to be made, at or about the time of the Drawdown Date of
any Loan (other than Swing Loans) 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 (other than Swing 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 Borrower hereunder or
under any Revolving Credit Note to make payments of principal of or
interest on any Revolving Credit Note when due.

    Section 2.4A  Swing Loan Commitments.  

       (a)  Subject to the terms and conditions set forth in this
Agreement, and if necessary to meet the Borrower's funding
deadlines, Swing Loan Bank agrees to lend to the Borrower (the
"Swing Loans"), and the Borrower may borrow (and repay and
reborrow) from time to time between the Closing Date and the date
which is seven (7) Business Days prior to the Maturity Date upon
notice by the Borrower to the Swing Loan Bank given in accordance
with this Section 2.4A, such sums as are requested by the Borrower
for the purposes set forth in Section 7.11 in an aggregate
principal amount at any one time outstanding not exceeding the
Swing Loan Commitment; provided that at no time shall the aggregate
principal balance of Swing Loans then outstanding, when added to
the Swing Loan Bank's Commitment Percentage of all other
Outstanding Loans (after giving effect to all amounts requested),
exceed the lesser of (i) such Bank's Commitment and (ii) such
Bank's Commitment Percentage of the Borrowing Base, provided,
further, that in all events no Default or Event of Default shall
have occurred and be continuing; and provided, further, that the
outstanding principal amount of the Loans (after giving effect to
all amounts requested) shall not at any time exceed the Total
Commitment.  Swing Loans shall constitute "Loans" for all purposes
hereunder, but shall not be considered the utilization of a Bank's
Commitment.  The funding of a Swing Loan hereunder shall constitute
a representation and warranty by the Borrower that all of the
conditions set forth in Section 10 and Section 11, in the case of
the initial Swing Loan, and Section 11, in the case of all other
Swing Loans, have been satisfied on the date of such funding.

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

       (c)  Each borrowing of Swing Loan shall be subject to the
limits for Base Rate Loans and LIBOR Rate Loans set forth in
Section 2.6.  Borrower shall request a Swing Loan by delivering to
the Swing Loan Bank a Loan Request no later than 9:00 a.m. (Boston
time) on the requested Drawdown Date specifying the amount of the
requested Swing Loan.  The Loan Request shall also contain the
statements and certifications required by Section 2.6(i) and (ii). 
Each such Loan Request shall be irrevocable and binding on the
Borrower and shall obligate the Borrower to accept such Swing Loan
on the Drawdown Date.  Notwithstanding anything herein to the
contrary, a Swing Loan shall either be a Base Rate Loan or a LIBOR
Rate Loan having an Interest Period of one month, and in the event
that the Borrower fails to specify whether it has selected a Base
Rate Loan or a LIBOR Rate Loan, the Borrower shall be deemed
conclusively to have selected a LIBOR Rate Loan with an Interest
Period of one month.  Notwithstanding the foregoing, upon the date
that the Banks shall be required to fund the Loans pursuant to
Section 2.4A(d) to refund such Swing Loan, the interest rate shall
be reset to a LIBOR Rate Loan with an Interest Period as specified
in the Loan Request given by the Borrower to the Agent in
connection with such Swing Loan, or if no Interest Period is
specified, then as a Base Rate Loan.  The proceeds of the Swing
Loan will be made available by the Swing Loan Bank to the Borrower
at the Agent's Head Office by crediting the account of the Borrower
at such office with such proceeds.

       (d)  The Swing Loan Bank shall within three (3) Business Days
after the Drawdown Date with respect to such Swing Loan, request
each Bank, including the Swing Loan Bank, to make a Loan pursuant
to Section 2.1 in an amount equal to such Bank's Commitment
Percentage of the amount of the Swing Loan outstanding on the date
such notice is given.  Borrower hereby irrevocably authorizes and
directs the Swing Loan Bank to so act on its behalf, and agrees
that any amount advanced to the Agent for the benefit of the Swing
Loan Bank pursuant to this Section 2.4A(d) shall be considered a
Loan pursuant to Section 2.1.  Unless any of the events described
in paragraph (h), (i) or (j) of Section 12.1 shall have occurred
(in which event the procedures of Section 2.4A(e) shall apply),
each Bank shall make the proceeds of its Loan available to the
Swing Loan Bank for the account of the Swing Loan Bank at the
Agent's Head Office prior to 12:00 noon (Boston time) in funds
immediately available no later than the third (3rd) Business Day
after the date such notice is given just as if the Banks were
funding directly to the Borrower, so that thereafter such
Obligations shall be evidenced by the Revolving Credit Notes.  The
proceeds of such Loan shall be immediately applied to repay the
Swing Loans.

       (e)  If prior to the making of a Loan pursuant to Section
2.4A(d) by all of the Banks,  one of the events described in
Section 12.1(h), (i) or (j) shall have occurred, each Bank will, on
the date such Loan pursuant to Section 2.4A(d) was to have been
made, purchase an undivided participating interest in the Swing
Loan in an amount equal to its Commitment Percentage of such Swing
Loan.  Each Bank will immediately transfer to the Swing Loan Bank
in immediately available funds the amount of its participation and
upon receipt thereof the Swing Loan Bank will deliver to such Bank
a Swing Loan participation certificate dated the date of receipt of
such funds and in such amount.

       (f)  Whenever at any time after the Swing Loan Bank has
received from any Bank such Bank's participating interest in a 
Swing Loan, the Swing Loan Bank receives any payment on account
thereof, the Swing Loan Bank will distribute to such Bank its
participating interest in such amount (appropriately adjusted in
the case of interest payments to reflect the period of time during
which such Bank's participating interest was outstanding and
funded); provided, however, that in the event that such payment
received by the Swing Loan Bank is required to be returned, such
Bank will return to the Swing Loan Bank any portion thereof
previously distributed by the Swing Loan Bank to it.

       (g)  Each Bank's obligation to fund a Loan as provided in
Section 2.4A(d) or to purchase participating interests pursuant to
Section 2.4A(e) shall be absolute and unconditional and shall not
be affected by any circumstance, including, without limitation,
(i) any setoff, counterclaim, recoupment, defense or other right
which such Bank or the Borrower or Guarantors may have against the
Swing Loan Bank, the Borrower or Guarantors or anyone else for any
reason whatsoever; (ii) the occurrence or continuance of a Default
or an Event of Default; (iii) any adverse change in the condition
(financial or otherwise) of the Borrower or Guarantors or any of
their respective Subsidiaries; (iv) any breach of this Agreement or
any of the other Loan Documents by the Borrower or Guarantors or
any Bank; or (v) any other circumstance, happening or event
whatsoever, whether or not similar to any of the foregoing.  Any
portions of a Swing Loan not so purchased or converted may be
treated by the Swing Loan Bank as a Loan which was not funded by
the non-purchasing Bank as contemplated by Section 2.7 and Section
12.4.  Each Swing Loan, once so sold or converted, shall cease to
be a Swing Loan for the purposes of this Agreement, but shall be a
Loan made by each Bank under its Commitment.

    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 Borrower promises to pay interest on each Loan in
arrears on each Interest Payment Date with respect thereto.  In the
event that any additional interest becomes due and payable for any
period with respect to a Loan as a result of the Applicable Margin
being determined based on the ratio of Walden's Consolidated Total
Liabilities to Consolidated Total Assets or any change in such
ratio, and the interest for such period has previously been paid by
the Borrower, the Borrower shall pay to the Agent for the account
of the Banks the amount of such increase within ten (10) days of
demand.  

       (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.  Requests for Loans.  Except with respect to the
initial Loan on the Closing Date and Swing Loans, the Borrower
(a) shall notify the Agent of a potential request for a Loan as
soon as possible, and (b) shall give to the Agent written notice in
the form of Exhibit C hereto (or telephonic notice confirmed in
writing in the form of Exhibit C hereto) of each Loan requested
hereunder (a "Loan Request") no less than five (5) Business Days
prior to the proposed Drawdown Date.  Each such notice shall
specify with respect to the requested Loan the proposed principal
amount, Drawdown Date, Interest Period (if applicable) and Type. 
Each such notice shall also contain (i) a statement as to the
purpose for which such advance shall be used (which purpose shall
be in accordance with the terms of Section 7.11), and (ii) a
certification by the chief financial or chief accounting officer of
the sole general partner of the Borrower and the chief financial or
chief accounting officer of Walden that the Borrower and the
Guarantors are and will be in compliance with all covenants under
the Loan Documents after giving effect to the making of such Loan.
Promptly upon receipt of any such notice, the Agent shall notify
each of the Banks thereof.  Except as provided in this Section 2.6,
each such Loan Request shall be irrevocable and binding on the
Borrower and shall obligate the Borrower to accept the Loan
requested from the Banks on the proposed Drawdown Date, provided
that, in addition to the Borrower's other remedies against any Bank
which fails to advance its proportionate share of a requested Loan,
such Loan Request may be revoked by the Borrower by notice received
by the Agent no later than the Drawdown Date if any Bank fails to
advance its proportionate share of the requested Loan in accordance
with the terms of this Agreement, provided further that the
Borrower shall be liable in accordance with the terms of this
Agreement to any Bank which is prepared to advance its
proportionate share of the requested Loan for any costs, expenses
or damages incurred by such Bank as a result of the Borrower's
election to revoke such Loan Request.  Nothing herein shall prevent
the Borrower from seeking recourse against any Bank that fails to
advance its proportionate share of a requested Loan as required by
this Agreement.  The Borrower may without cost or penalty revoke a
Loan Request by delivering notice thereof to each of the Banks no
later than three (3) Business Days prior to the Drawdown Date. 
Each Loan Request shall be (a) for a Base Rate Loan in a minimum
aggregate amount of $1,000,000 or an integral multiple of $100,000
in excess thereof, or (b) for a LIBOR Rate Loan in a minimum
aggregate amount of $2,000,000 or an integral multiple of $100,000
in excess thereof; provided, however, that there shall be no more
than ten (10) LIBOR Rate Loans outstanding at any one time. 

    Section 2.7.  Funds for Loans.  

       (a)  Not later than 11:00 a.m. (Boston time) on the proposed
Drawdown Date of any Loans (other than Swing Loans), each of the
Banks will make available to the Agent, at the Agent's Head Office,
in immediately available funds, the amount of such Bank's
Commitment Percentage of the amount of the requested Loans which
may be disbursed pursuant to Section 2.1.  Upon receipt from each
Bank of such amount, and upon receipt of the documents required by
Section 10 and Section 11 and the satisfaction of the other
conditions set forth therein, to the extent applicable, the Agent
will make available to the Borrower the aggregate amount of such
Loans made available to the Agent by the Banks by crediting such
amount to the account of the Borrower maintained at the Agent's
Head Office.  The failure or refusal of any Bank to make available
to the Agent at the aforesaid time and place on any Drawdown Date
the amount of its Commitment Percentage of the requested Loans
shall not relieve any other Bank from its several obligation
hereunder to make available to the Agent the amount of such other
Bank's Commitment Percentage of any requested Loans, including any
additional Loans that may be requested subject to the terms and
conditions hereof to provide funds to replace those not advanced by
the Bank so failing or refusing, provided that the Borrower may by
notice received by the Agent no later than the Drawdown Date refuse
to accept any Loan which is not fully funded in accordance with the
Borrower's Loan Request subject to the terms of Section 2.6.  In
the event of any such failure or refusal, the Banks not so failing
or refusing shall be entitled to a priority position as against the
Bank or Banks so failing or refusing for such Loans as provided in
Section 12.4.

       (b)  Unless Agent shall have been notified by any Bank prior
to the applicable Drawdown Date that such Bank will not make
available to Agent such Bank's pro rata share of a proposed Loan,
Agent may in its discretion assume that such Bank has made such
Loan available to Agent in accordance with the provisions of this
Agreement and Agent may, if it chooses, in reliance upon such
assumption make such Loan available to Borrower, and such Bank
shall be liable to the Agent for the amount of such advance.

    Section 2.8.  Extension of Maturity Date.  

       (a)  Provided that no Default or Event of Default shall have
occurred and be continuing, the Borrower shall have the option, to
be exercised by giving written notice to the Agent in the form of
Exhibit D hereto at least 90 days prior to the Maturity Date,
subject to the terms and conditions set forth in this Agreement, to
extend the Maturity Date by one (1) year.  The request by the
Borrower for extension of the Maturity Date shall constitute a
representation and warranty by the Borrower that all of the
conditions set forth in this Section shall have been satisfied on
the date of such request or shall be satisfied prior to the then
existing Maturity Date.

       (b)  The obligations of the Agent and the Banks to extend the
Maturity Date shall be subject to the satisfaction of the following
conditions precedent on or prior to the Maturity Date (without
regard to such extension request):

            (i)  Investment Grade Rating.  Walden shall have obtained
    an Investment Grade Rating from the Rating Agency, which
    continues in full force and effect as to any such rating
    obtained prior to the Maturity Date (without regard to such
    extension). 

           (ii)  Payment of Extension Fee.  The Borrower shall pay to
    the Agent for the pro rata accounts of the Banks in accordance
    with their respective Commitment Percentages an extension fee
    equal to 15/100ths of one percent (0.15%) of the Total
    Commitment, which fee shall, when paid, be fully earned and non-refundable
    under any circumstances.

          (iii)  No Default.  On the date the Extension Request is
    given and on the Maturity Date (as determined without regard to
    such extension) there shall exist no Default or Event of
    Default.
    
          (iv)   Representations and Warranties.  The representations
    and warranties made by the Borrower or the Guarantors in the
    Loan Documents or otherwise made by or on behalf of the
    Borrower, the Guarantors or any of the their respective
    Subsidiaries 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 Maturity Date (as determined without regard to such
    extension) other than for changes in the ordinary course of
    business permitted by this Agreement that have not had any
    materially adverse affect on the business of the Borrower, the
    Guarantors or any of their respective Subsidiaries.

    Section 3.  REPAYMENT OF THE LOANS.

    Section 3.1.  Stated Maturity.  The Borrower promises 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 Total Commitment or the Borrowing Base,
then the Borrower shall immediately pay the amount of such excess
to the Agent for the respective accounts of the Banks for
application to the Loans, except that the amount of any Swing Loans
shall be paid solely to the Swing Loan Bank. 

       (b)  All of the Borrower's interest in the gross proceeds of
each and every sale or refinancing of real estate assets of the
Borrower and its 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 Borrower 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 Borrower shall have the
right, at its 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 Borrower 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.  Notwithstanding the foregoing, no prior notice
shall be required for the prepayment of any Swing Loan.

    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 Borrower, first to the principal of
any Outstanding Swing Loans, and next 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 be reborrowed as provided in Section 2.  

    Section 3.6. Proceeds from Debt or Equity Offering.  The
Borrower shall cause all gross proceeds of each and every Debt
Offering and Equity Offering, less all reasonable costs, fees,
expenses, underwriting commissions, fees and discounts incurred in
connection therewith, to be paid by the Borrower to the Agent for
the account of the Banks as a prepayment of the Loans within thirty
(30) days of the date of such offering to the extent of the
outstanding balance of the Loans.

    Section 4.  CERTAIN GENERAL PROVISIONS.

    Section 4.1.  Conversion Options.

       (a)  The Borrower 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 Borrower
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 Borrower 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
Borrower.

       (b)  Any Loan may be continued as such Type upon the
expiration of an Interest Period with respect thereto by compliance
by the Borrower 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 Borrower does not notify the Agent
of its 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.  Closing Fee.  

       (a)  On or before the Closing Date the Borrower shall pay to
the Agent for the account of the Banks in accordance with their
separate agreement a closing fee in the amount of $225,000.00.

       (b)  The Borrower agrees to pay to FNBB certain fees for
services rendered or to be rendered in connection with the Loan as
provided pursuant to the Agreement Regarding Fees.  All such fees
shall be solely for the account of FNBB as provided in the
Agreement Regarding Fees.

    Section 4.3.  Agent's Fee.  The Borrower shall pay to the Agent,
for the Agent's own account, an annual Agent's fee as provided in
the Agreement Regarding Fees. The Agent's fee shall be payable
quarterly in arrears on the first day of each calendar quarter for
the immediately preceding calendar quarter or portion thereof.  The
Agent's fee shall also be paid upon the Maturity Date or earlier
termination of the Commitments.  The Agent's fee for any partial
quarter shall be prorated.

    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 Borrower with FNBB, 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
(including the Swing Loan Bank) under the Loan Documents.

       (b)  All payments by the Borrower 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 Borrower is compelled by law to make such
deduction or withholding.  If any such obligation is imposed upon
the Borrower with respect to any amount payable by it hereunder or
under any of the other Loan Documents, the Borrower will pay to the
Agent, for the account of the Banks (including the Swing Loan Bank)
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 Borrower.  The Borrower 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 Borrower 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
Borrower and the Banks) to the Borrower 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 Borrower 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 Borrower 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 Borrower will pay to
the Agent upon demand for the account of the Banks in accordance
with their respective Commitment Percentages (or to the Swing Loan
Bank with respect to a Swing Loan), 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 (including the Swing Loan 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 (including the Swing
Loan Commitment), or any class of loans or commitments of which any
of the Loans or such Bank's Commitment (including the Swing Loan
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 (including the Swing Loan 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 (including the Swing Loan 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 Borrower
hereunder, then, and in each such case, the Borrower 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 Borrower thereof.  The
Borrower agrees 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 Borrower.  The Borrower agrees 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 Borrower 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 Borrower in making a borrowing or conversion after
the Borrower has given (or is 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 Borrower 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 Section 4.8, Section 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
Borrower, 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
Borrower 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
Borrower.  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 Borrower and the Banks and the Agent.  

    Section 5.  SECURITY.

    The Banks have agreed to make the Loans to the Borrower 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 Borrower represents and warrants to the Agent and the Banks
as follows:

    Section 6.1.  Corporate Authority, Etc.

       (a)  Incorporation; Good Standing.  The Borrower is a Texas
limited partnership duly organized pursuant to a limited
partnership agreement dated January 18, 1994 and is validly
existing and in good standing under the laws of Texas.  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 Borrower, 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 the
Borrower and Walden and Walden Operating, Inc. (as general partners
of Borrower 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.  The Borrower and WROP are qualified subsidiaries of a real
estate investment trust within the meaning of the Code.

       (b)  Subsidiaries.  Each of the Subsidiaries of the Borrower
and the Guarantors (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 the Borrower, the
Guarantors or such Subsidiary.

       (c)  Authorization.  The execution, delivery and performance
of this Agreement and the other Loan Documents to which any of the
Borrower, the General Partners or the Guarantors are or are 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
Borrower, the General Partners or the Guarantors are or are 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 Borrower, the General Partners 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 Borrower has furnished
or caused Walden to furnish 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, 1996 satisfactory in form to the Majority Banks and
certified by the chief financial or accounting officer of the sole
general partner of the Borrower or WROP, as applicable, as fairly
presenting the operating income for such parcels for such periods,
and (c) certain other financial information relating to the
Borrower, the Guarantors 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 Borrower and the Guarantors and their respective
Subsidiaries as of such dates and the results of the operations of
the Borrower, the Guarantors and their respective Subsidiaries for
such periods.  There are no liabilities, contingent or otherwise,
of the Borrower, the Guarantors 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 Borrower, the Guarantors and their
respective Subsidiaries taken as a whole as shown on or reflected
in the consolidated balance sheet of Walden and the Borrower, 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
Borrower, the General Partners, 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 Borrower, the
Guarantors the General Partners 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 Borrower 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
Borrower, the General Partners, 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 Borrower, the General
Partners, 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 Borrower, the General Partners, 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 Borrower, the General Partners,
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 Borrower, the General Partners, 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 Borrower or its 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 Borrower, the General Partners or the Guarantors
or any of their respective Subsidiaries is a party to any
transaction with the Borrower or any of its 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 Borrower, 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 Borrower has 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 Borrower's knowledge with respect to any
other Real Estate, except as set forth in Schedule 6.17, none of
the Borrower, the Guarantors 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 Borrower, the
Guarantors or any of their respective Subsidiaries.  Although not
a violation of any Environmental Law, Borrower has 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 Borrower, the Guarantors 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 Borrower, the Guarantors 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 Borrower's 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 Borrower, the
Guarantors 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 Borrower's
knowledge, on, upon, into or from the other properties of the
Borrower, the Guarantors 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 Borrower's 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 Borrower's 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 Borrower, the Guarantors, 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 the Borrower and Walden.  The form and jurisdiction
of organization of each of the Subsidiaries, and the Borrower'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 Borrower 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 neither the Borrower 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 Borrower's, 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 Borrower further has 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 Borrower's, the
Guarantors' or such Subsidiaries' purchase thereof or the date upon
which such property was last security for Indebtedness of the
Borrower, the Guarantors 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
the Borrower, the Guarantors 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 the Borrower, the Guarantors or their respective
Subsidiaries or any part thereof, and, to the knowledge of the
Borrower, 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 Borrower or the Guarantors.  None of the
property of Borrower, 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 Borrower or
the Guarantors.

    Section 6.21.  Brokers.  Neither the Borrower nor any of its
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 Borrower, the General
Partners, 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.  The
Borrower is not 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 the Borrower.  The Borrower has provided to the Agent
copies of all agreements, mortgages, deeds of trust, financing
agreements or other material agreements binding upon Borrower, the
General Partners, 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.

    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 Borrower 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, the Borrower and each
Guarantor is able to pay its debts as they become due, and the
Borrower and each Guarantor has sufficient capital to carry on its
business.

    Section 6.24.  Partners.  Walden is the sole general partner of
the Borrower and owns a 1% partnership interest in the Borrower. 
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 the Borrower and WROP and owns a 99% partnership
interest in the Borrower and a 77.3784% partnership interest in
WROP.  Walden owns one hundred percent (100%) of the issued and
outstanding shares of stock of WDN Properties, Inc. and Walden
Operating, Inc.

    Section 7.  AFFIRMATIVE COVENANTS OF THE BORROWER.

    The Borrower covenants and agrees 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 Borrower 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 Borrower will maintain
its chief executive office 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 Borrower shall
designate upon prior written notice to the Agent and the Banks,
where notices, presentations and demands to or upon the Borrower in
respect of the Loan Documents may be given or made.

    Section 7.3.  Records and Accounts.  The Borrower 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 the
Borrower nor Walden 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 Borrower 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, the audited
consolidated balance sheet of Walden 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 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, together with a written statement from such
accountants to the effect that they have read a copy of this
Agreement and the Guaranty, 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, copies of the unaudited consolidated balance sheet of
Walden and its Subsidiaries 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 the Walden'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 for such period
provided pursuant to subsection (c) below), together with a
certification by the principal financial or accounting officer of
Walden that the information contained in such financial statements
fairly presents the financial position of Walden 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 in each year, copies of Form 10-Q filed with the SEC (unless
the SEC has approved an extension in which event Walden 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 the
Borrower and the principal financial or accounting officer of
Walden in the form of Exhibit E 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 the sole general
partner of the Borrower 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 either of the
Borrower;

       (h)  as soon as practicable but in any event not later than 45
days after the end of each fiscal quarter of the Borrower
(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 Borrower and Guarantors; 

       (j)  not later than five (5) Business Days after Walden
receives notice of the same from the Rating Agency or otherwise
learns of the same, notice of the issuance of any change in the
rating by the 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 the 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
the Rating Agency (collectively a "Rating Notice"); 

       (k)  not later than forty-five (45) days after the end of each
fiscal quarter of Walden (including the fourth fiscal quarter in
each year), a list setting forth the following information with
respect to each new Subsidiary of Walden: (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 Borrower, Walden 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 Borrower 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 Borrower, the General Partners, 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 Borrower, the General Partners or
the Guarantors or the existence of which claimed default might
become an Event of Default under Section 12.1(g), the Borrower
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 Borrower will promptly give
notice to the Agent (i) upon the Borrower 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 the 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 Borrower 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 the Borrower, the
General Partners, 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 the
Borrower or the Guarantors and stating the nature and status of
such litigation or proceedings.  The Borrower 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 the Borrower, the
General Partners, the Guarantors, 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 Borrower 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 Borrower, 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 Borrower 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 Borrower shall
promptly give notice to the Agent of such transaction, which notice
shall be accompanied by a certification of the chief financial
officer of the sole general partner of the Borrower 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 Borrower will do or cause to be done all things
necessary to preserve and keep in full force and effect its
existence as a Texas limited partnership.  The Borrower will cause
each of its Subsidiaries to do or cause to be done all things
necessary to preserve and keep in full force and effect its legal
existence.  The 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.  The 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, the 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 the Borrower and its
Subsidiaries.  

    Section 7.7.  Insurance.  The Borrower will, at its expense,
procure and maintain or cause to be procured and maintained
insurance covering the Borrower, its 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 Borrower and each Subsidiary 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 it 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 the 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, the Borrower and each Subsidiary of the Borrower
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 Borrower 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 Borrower
shall permit the Banks, through the Agent or any representative
designated by the Agent, at the Borrower's expense to visit and
inspect any of the properties of the Borrower or any of its
Subsidiaries, to examine the books of account of the Borrower and
its Subsidiaries (and to make copies thereof and extracts
therefrom) and to discuss the affairs, finances and accounts of the
Borrower and its 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
Borrower's normal business operations.

    Section 7.10.  Compliance with Laws, Contracts, Licenses, and
Permits.  The 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 Borrower may fulfill any of its
obligations hereunder, the Borrower 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 Borrower will use the
proceeds of the Loans solely to provide short-term financing (a)
for the acquisition of fee interests in Real Estate which is
utilized principally for multifamily housing (including reasonable
transaction costs related thereto), (b) for working capital
purposes, and (c) for such other purposes as the Majority Banks in
their discretion from time to time may agree to in writing. 
Notwithstanding anything herein to the contrary, the amount of
Loans outstanding at any time which has been advanced for the
purpose described in Section 7.11(b) shall not exceed
$25,000,000.00.  Any repayment of a principal portion of the Loans
at a time when any amount of Loans has been advanced for the
purpose described in Section 7.11(b) shall be first allocated for
the purposes of this Section 7.11 to reduce the amount advanced for
the purpose described in Section 7.11(b). 
    
    Section 7.12.  Further Assurances.  The Borrower 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 Borrower
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
Borrower 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.

    Section 7.14.  Unencumbered Operating Properties.  

       (a)  The Borrower and Walden shall (subject to the caveat set
forth in the definition of Unencumbered Operating Properties) 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 Borrower 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).

       (b)  The Borrower 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 the sole general
partner of the Borrower 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 the sole general partner of the Borrower, and (iv) that the
Unencumbered Operating Properties comply with the terms of Section
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 Borrower's or any Guarantor's ability to pledge to Agent
Real Estate which is owned by the Borrower or such Guarantor 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 Borrower
or such Guarantor as security for the Loans.  Borrower 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 Borrower 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 Borrower, the Guarantors or any of their
respective Subsidiaries.

       (b)  Borrower 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 the 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 the Borrower or any of its
Subsidiaries.  

    Section 7.16.  Ownership of Real Estate.  Without the prior
written consent of the Majority Banks, which consent may be
withheld by the Majority Banks in their sole discretion, all
interests (whether direct or indirect) of the Borrower, the General
Partners, the Guarantors or their respective Subsidiaries in
income-producing real estate assets acquired after the Closing Date
shall be owned directly by the Borrower.  Notwithstanding the
foregoing, (a) Walden and WROP may acquire income-producing real
estate assets after the Closing Date (i) as provided in Section
8.11, and (ii) in a like-kind exchange of Real Estate owned by such
Person as of the Closing Date, and (b) a Subsidiary of Walden or
the Borrower may be established to acquire income-producing real
estate assets after the Closing Date provided that such Subsidiary
shall be an Additional Guarantor and the real estate assets
acquired satisfy the conditions contained in this Agreement
applicable to Unencumbered Operating Properties.

    Section 7.17.  Distributions of Income to the Borrower.  The
Borrower shall cause all of its Subsidiaries to promptly distribute
to the Borrower (but not less frequently than once each fiscal
quarter of the 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 the 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 the
Borrower, any Guarantor or their respective Subsidiaries than those
set forth herein or in any of the other Loan Documents, the
Borrower shall promptly notify the Agent and, if requested by the
Majority Banks, the Borrower, 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 as
determined by the Majority Banks in their sole discretion.  

    Section 7.19.  Additional Guarantors.  Except as provided in
Section 7.16(a) and Section 8.11, in the event that any of the
Borrower, the General Partners, the Guarantors or their respective
Subsidiaries desire to acquire an interest (whether direct or
indirect) in income-producing real estate assets after the Closing
Date, then such assets shall be acquired by a Subsidiary of the
Borrower or Walden (each such entity is hereinafter referred to as
an "Additional Guarantor") but only in the event that all of the
terms and conditions of this Section 7.19 are satisfied:

       (a)  Walden or the Borrower shall be the general partner of
such Additional Guarantor and shall have control over all major and
other day-to-day decisions with respect to the operation of such
Additional Guarantor;

       (b)  All representations in the Loan Documents made by or with
respect to Guarantors and their general partners shall be true and
correct with respect to such Additional Guarantor; 

       (c)  All covenants and agreements herein of the Guarantors and
their general partners shall be true and correct with respect to
such Additional Guarantor; 

       (d)  No Default or Event of Default shall exist or might exist
in the event that such Subsidiary becomes an Additional Guarantor
or acquires such assets;

       (e)  Such Additional Guarantor executes and delivers to Agent
a Guaranty;

       (f)  All of the conditions set forth in Section 10 applicable
to Guarantors or Loan Documents executed by Guarantors shall have
been satisfied; and

       (g)  The Real Estate assets acquired or owned by such
Additional Guarantor shall qualify as Unencumbered Operating
Properties hereunder, and such assets, when taken together with the
other Real Estate assets owned by the Guarantors (other than
Walden), shall not cause the Borrower to be in violation of the
twenty percent (20%) limitation on the ownership of Unencumbered
Operating Properties by entities other than the Borrower and
Walden.

    Section 8.  CERTAIN NEGATIVE COVENANTS OF THE BORROWER.

    The Borrower covenants and agrees 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 Borrower will
not, and will not permit Walden or 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 Borrower, Walden 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 Walden or the 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 9, Non-Recourse
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 Walden and its Subsidiaries,
provided that (i) the aggregate outstanding principal amount of
such Indebtedness (excluding the Obligations) shall not exceed five
percent (5%) 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 Borrower 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 Walden or its Subsidiaries in connection with such
Indebtedness shall not individually or in the aggregate be more
restrictive against Walden and its 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 Borrower 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 Agency has 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 Agency.

    Section 8.2.  Restrictions on Liens, Etc.  The Borrower will not,
and will not permit Walden or 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 Borrower or such Subsidiary which prohibits the
creation or maintenance of any lien securing the Obligations
(collectively "Liens"); provided that the Borrower and any
Subsidiary of the Borrower 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 Walden, the Borrower 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 Walden, the
    Borrower or their respective Subsidiaries, which defects do not
    individually or in the aggregate have a materially adverse
    effect on the business of Walden or the Borrower individually or
    of such Person and its Subsidiaries on a consolidated basis;

       (iv)  liens on Real Estate 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 Borrower will
not, and will not permit Walden or 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 the 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)  Investments in Subsidiaries of the Borrower; 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.  The Borrower 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 the Borrower with and into the Borrower and (ii) the merger or
consolidation of two or more Subsidiaries of the Borrower.  

    Section 8.5.  Sale and Leaseback.  The Borrower will not, and
will not permit Walden or any of their respective Subsidiaries to,
enter into any arrangement, directly or indirectly, whereby the
Borrower, Walden 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.  The Borrower
will not, and will not permit Walden or any of their respective
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 Borrower 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
Borrower) 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 Borrower,
Walden 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 Borrower 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 Borrower's 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 Borrower.

    Section 8.7.  Distributions.  The Borrower shall not, and shall
not permit Walden to, make any Distributions which would cause it
to violate any of the following covenants:

       (a)  Borrower shall not pay any Distribution to the partners
of Borrower 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)  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;

       (c)  In the event that an Event of Default shall have occurred
and be continuing, the Borrower 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

       (d)  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; 

       (e)  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
the Borrower nor Walden shall make any Distributions whatsoever,
directly or indirectly.

    Section 8.8.  Asset Sales.  Neither Walden, the 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 Borrower 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 Walden, the 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 Borrower acknowledges 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 Walden, the Borrower or their
respective Subsidiary has the resources and expertise necessary to
complete such project.  Nothing herein shall prohibit Walden, the
Borrower 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.  The
Borrower shall not 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 Walden, the 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, Walden, the Borrower and their Subsidiaries
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 9.  FINANCIAL COVENANTS OF THE BORROWER AND WALDEN.

    Section 9.1.  Borrowing Base Covenant of the Borrower.  The
Borrower covenants and agrees that, so long as any Loan or Note is
outstanding or any Bank has any obligation to make any Loans, the
Borrower 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 A.  Covenants of Walden.  The Borrower covenants and
agrees that, so long as any Loan or Note is outstanding or any Bank
has any obligations to make any Loans, the Borrower will cause
Walden to 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") and
(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 Consolidated Operating
Cash Flow of Walden and its Subsidiaries for the Test Period to be
less than 1.60 times the sum of (i) the Debt Service of Walden and
its Subsidiaries plus (ii) the Capital Improvement Reserve plus
(iii) Preferred Distributions 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) $250,000,000.00 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 4, 1996:

    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 Borrower a copy, certified as of
a recent date by the appropriate officer of each State in which the
Borrower, the General Partners and the Guarantors, as applicable,
is organized or (as to the Borrower, WROP and the General Partners
only) 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 Borrower, the General Partners and the
Guarantors, 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 Borrower, the General Partners and the Guarantors, 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 Partners and the
Guarantors true copies of their respective bylaws and the
resolutions adopted by their respective boards of directors
authorizing the transactions described herein, each 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 Partners and the
Guarantors an incumbency certificate, dated as of the Closing Date,
signed by a duly authorized partner or 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
Borrower a certificate, dated as of the Closing Date, signed by a
duly authorized partner of the 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 Borrower 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 Borrower, the General Partners  and the
Guarantors, as to such matters as the Agent shall reasonably
request.  

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

    Section 10.7.  Performance; No Default.  The Borrower shall have
performed and complied with all terms and conditions herein
required to be performed or complied with by it 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 Borrower and the
Guarantors in the Loan Documents or otherwise made by or on behalf
of the Borrower, the General Partners, the Guarantors 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 Borrower and Walden have provided
financial statements under Section 6.4 adjusted in the best good
faith estimate of the Borrower and Walden 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
Borrower, the General Partners 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 Borrower 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 Borrower 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 Borrower shall fail to comply with any covenant
contained in Section 7.14 or Section 7.15;

       (d)  the Borrower 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 Borrower
by the Agent;

       (e)  any of the Borrower, the General Partners, 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 Borrower, the General Partners, 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 Borrower, the General Partners, 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 Borrower, the General Partners, 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 Borrower, the General Partners, 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
Borrower, the General Partners, 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 Borrower, the
General Partners, 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 Borrower,  the General Partners, 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 Borrower, the
General Partners, the Guarantors or any sale, transfer or other
disposition of the assets of any of the Borrower, the General
Partners, 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
Borrower, the General Partners 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 Borrower or
a Guarantor to perform each and every one of its obligations under
and by virtue of the Loan Documents; 

       (o)  any of the Borrower, the General Partners 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
Borrower, the General Partners, 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)  Don R. Daseke, Marshall B. Edwards, Mark S. Dillinger and
Steve T. Lamberti 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)  Don R. Daseke shall cease to be the Chairman and Chief
Executive Officer of, or Marshall B. Edwards shall cease to be the
President and Chief Acquisitions Officer of, or Mark S. Dillinger
shall cease to be the Chief Financial Officer of, or Steve T.
Lamberti shall cease to be the Chief Operating 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 Borrower
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 Borrower; 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
Borrower 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 Borrower cures such default within
five (5) days following receipt of written notice of such default,
provided, however, that Borrower 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 Borrower cures 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 Borrower.  If any
other Event of Default shall have occurred, the Agent, upon the
election of the Majority Banks, may by notice to the Borrower
terminate the obligation to make Loans to the Borrower.  No
termination under this Section 12.2 shall relieve the Borrower of
its 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 Borrower 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 Borrower 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) Swing Loans shall be repaid first, (ii)
distributions in respect of such other Obligations shall be made
pari passu among Obligations with respect to the Agent's fee
payable pursuant to Section 4.3 and all other Obligations, (iii) 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 (iv) Obligations owing to the
Banks with respect to each type of Obligation such as interest,
principal, fees and expenses (but excluding Swing Loans), 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
Borrower 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
Borrower or the Guarantors and any securities or other property of
the Borrower 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 Borrower 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 (but excluding the Swing Loan Note) 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 Borrower 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 Borrower.

    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 Borrower 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 Borrower
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
Borrower, its 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 Borrower 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 Borrower 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 Borrower 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, FNBB
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
Borrower.  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 Borrower.  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 Borrower agrees 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 Borrower 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 Borrower, its general
partners 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 Borrower, its general partners 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 costs and
expenses (including reasonable attorney's fees) of Agent in
releasing any liens or security interests securing the obligations
of Borrower and WROP under that certain Master Revolving Credit
Agreement dated as of February 8, 1996 among Borrower, WROP, Agent,
FNBB and the other banks a party thereto.  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 Borrower agrees 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 Borrower, the
General Partners, the Guarantors or any of their respective
Subsidiaries, (b) any condition of the Real Estate, (c) any actual
or proposed use by the Borrower 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
Borrower, the General Partners, the Guarantors or any of their
respective Subsidiaries, (e) the Borrower 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
Borrower, the General Partners, 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 Borrower 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 Borrower agrees to pay promptly the reasonable fees
and expenses of such counsel.  If, and to the extent that the
obligations of the Borrower under this Section 16 are unenforceable
for any reason, the Borrower hereby agrees 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
Borrower, the General Partners, 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 Borrower 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 Borrower,
the General Partners, 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 Borrower, the General Partners 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 Borrower, the
General Partners 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 Borrower, 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 Borrower 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 Borrower and the Banks (other than the
assigning Bank).  Within five Business Days after receipt of such
notice, the Borrower, at its 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 Borrower.

    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 Borrower, (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 Borrower 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 Borrower,
the General Partners 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 Borrower.  The Borrower shall not
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 Borrower agrees 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"), but specifically
excluding to the maximum extent permitted by law any notices of the
institution or commencement of foreclosure proceedings, 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 the Borrower:

         WDN Properties, Ltd.
         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, the 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 the 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 BORROWER AGREES 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 CONSENTS TO THE NONEXCLUSIVE JURISDICTION
OF SUCH COURT AND THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING
MADE UPON THE BORROWER BY MAIL AT THE ADDRESS SPECIFIED IN Section
19.  THE BORROWER HEREBY WAIVES ANY OBJECTION THAT IT 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 BORROWER, 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
BORROWER HEREBY WAIVES ANY RIGHT IT 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 BORROWER (A) CERTIFIES 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) ACKNOWLEDGES 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.  BORROWER ACKNOWLEDGES
THAT IT HAS HAD AN OPPORTUNITY TO REVIEW THIS Section 25 WITH ITS
LEGAL COUNSEL AND THAT BORROWER AGREES TO THE FOREGOING AS ITS
FREE, KNOWING AND VOLUNTARY ACT.

    Section 26.  DEALINGS WITH THE BORROWER.  

    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 the 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 Borrower 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 (except as provided in Section 2.8); a change
in the manner of distribution of any payments to the Banks or the
Agent; the release of the Borrower or the Guarantors 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 Borrower 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. 
The amount of the Agent's fee payable for the Agent's account and
the provisions of Section 14 may not be amended without the written
consent of the Agent.  There shall be no amendment, modification or
waiver of any provision in the Loan Documents with respect to Swing
Loans without the consent of the Swing Loan Bank.  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 Borrower shall entitle
the Borrower 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 Borrower 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.

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

                             WDN PROPERTIES, LTD.,
                             a Texas limited partnership, 
                             by its sole general partner

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


                                  By:__________________________
                                     Name:_____________________
                                     Title:____________________

                                       [CORPORATE SEAL]<PAGE>

                                  THE FIRST NATIONAL BANK OF
                                  BOSTON, individually and as
                                  Agent


                                  By:  _________________________
                                       Jeffrey L. Warwick,
                                       Director

The First National Bank of Boston
100 Federal Street
Boston, Massachusetts  02110
Attn:  Real Estate Division

With a copy to:

The First National Bank of Boston
115 Perimeter Center Place, N.E.
Suite 500
Atlanta, Georgia  30346
Attn:  Jeffrey L. Warwick
Facsimile:  770/390-8434

                                  BANK OF MONTREAL,
                                  CHICAGO BRANCH

                                  By:  _________________________
                                  Title:  ______________________

Bank of Montreal, Chicago Branch
Real Estate Division
115 South LaSalle Street
Chicago, Illinois 60603
Attn: Mary Lou Koys
Facsimile: 312/750-4352

                                  DRESDNER BANK AG NEW YORK AND
                                  GRAND CAYMAN BRANCHES


                                  By:  _________________________
                                  Title:  ______________________

                                  Attest: ______________________
                                  Title:  ______________________
                                     
Dresdner Bank AG New York and
   Grand Cayman Branches
75 Wall Street
New York, New York 10005-2889
Attn: Johannes Boeckmann
Facsimile: 212/429-2129
                                  SIGNET BANK


                                  By:  _________________________
                                  Title:  ______________________
                                     
Signet Bank
7799 Leesburg Pike
Falls Church, Virginia 22043
Attn: John Schissel
Facsimile: 703/506-0284