Exhibit 10.7


 





MULTIFAMILY LOAN AND SECURITY AGREEMENT


(NON-RECOURSE)


 


BY AND BETWEEN


 


BR FOX HILLS TIC-1, LLC, a Delaware
limited liability company


 


AND


 


BR FOX HILLS TIC-2, LLC, a Delaware
limited liability company


 


As tenants in common


 


AND


 


WALKER & DUNLOP, LLC, a Delaware
limited liability company


 


DATED AS OF


 


March 26, 2015


 





 




    	 	 	 



    	 



    

 


TABLE OF CONTENTS


 


	ARTICLE 1 - DEFINITIONS; SUMMARY OF MORTGAGE LOAN TERMS	1
	 	 	 	 
	Section 1.01	Defined Terms.	1
	Section 1.02	Schedules, Exhibits, and Attachments Incorporated.	1
	 	 	 	 
	ARTICLE 2 - GENERAL MORTGAGE LOAN TERMS	2
	 	 	 	 
	Section 2.01	Mortgage Loan Origination and Security.	2
	(a)	Making of Mortgage Loan.	2
	(b)	Security for Mortgage Loan.	2
	(c)	Protective Advances.	2
	Section 2.02	Payments on Mortgage Loan.	2
	(a)	Debt Service Payments.	2
	(b)	Capitalization of Accrued But Unpaid Interest.	3
	(c)	Late Charges.	3
	(d)	Default Rate.	4
	(e)	Address for Payments.	5
	(f)	Application of Payments.	5
	Section 2.03	Lockout/Prepayment.	5
	(a)	Prepayment; Prepayment Lockout; Prepayment Premium.	5
	(b)	Voluntary Prepayment in Full.	6
	(c)	Acceleration of Mortgage Loan.	6
	(d)	Application of Collateral.	7
	(e)	Casualty and Condemnation.	7
	(f)	No Effect on Payment Obligations.	7
	(g)	Loss Resulting from Prepayment.	7
	 	 	 	 
	ARTICLE 3 - PERSONAL LIABILITY	8
	 	 	 	 
	Section 3.01	Non-Recourse Mortgage Loan; Exceptions.	8
	Section 3.02	Personal Liability of Borrower (Exceptions to Non-Recourse Provision).	8
	(a)	Personal Liability Based on Lender’s Loss.	8
	(b)	Full Personal Liability for Mortgage Loan.	9
	Section 3.03	Personal Liability for Indemnity Obligations.	10
	Section 3.04	Lender’s Right to Forego Rights Against Mortgaged Property.	10
	 	 	 	 
	ARTICLE 4 - BORROWER STATUS	10
	 	 	 	 
	Section 4.01	Representations and Warranties.	10
	(a)	Due Organization and Qualification.	10
	(b)	Location.	10
	(c)	Power and Authority.	11
	(d)	Due Authorization.	11
	(e)	Valid and Binding Obligations.	11
	(f)	Effect of Mortgage Loan on Borrower’s Financial Condition.	11
	(g)	Economic Sanctions, Anti-Money Laundering, and Anti-Corruption.	12
	(h)	Borrower Single Asset Status.	12
	(i)	No Bankruptcies or Judgments.	13
	(j)	No Actions or Litigation.	14


 




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	(k)	Payment of Taxes, Assessments, and Other Charges.	14
	(l)	Not a Foreign Person.	14
	(m)	ERISA.	14
	(n)	Default Under Other Obligations.	15
	(o)	Prohibited Person.	15
	(p)	No Contravention.	15
	(q)	Lockbox Arrangement.	15
	Section 4.02	Covenants.	16
	(a)	Maintenance of Existence; Organizational Documents.	16
	(b)	Economic Sanctions, Anti-Money Laundering, and Anti-Corruption.	16
	(c)	Payment of Taxes, Assessments, and Other Charges.	17
	(d)	Borrower Single Asset Status.	17
	(e)	ERISA.	18
	(f)	Notice of Litigation or Insolvency.	18
	(g)	Payment of Costs, Fees, and Expenses.	19
	(h)	Restrictions on Distributions.	19
	(i)	Lockbox Arrangement.	19
	 	 	 	 
	ARTICLE 5 - THE MORTGAGE LOAN	19
	 	 	 	 
	Section 5.01	Representations and Warranties.	19
	(a)	Receipt and Review of Loan Documents.	20
	(b)	No Default.	20
	(c)	No Defenses.	20
	(d)	Loan Document Taxes.	20
	Section 5.02	Covenants.	20
	(a)	Ratification of Covenants; Estoppels; Certifications.	20
	(b)	Further Assurances.	21
	(c)	Sale of Mortgage Loan.	21
	(d)	Limitations on Further Acts of Borrower.	22
	(e)	Financing Statements; Record Searches.	22
	(f)	Loan Document Taxes.	22
	 	 	 	 
	ARTICLE 6 - PROPERTY USE, PRESERVATION, AND MAINTENANCE	23
	 	 	 	 
	Section 6.01	Representations and Warranties.	23
	(a)	Compliance with Law; Permits and Licenses.	23
	(b)	Property Characteristics.	23
	(c)	Property Ownership.	24
	(d)	Condition of the Mortgaged Property.	24
	(e)	Personal Property.	24
	Section 6.02	Covenants	24
	(a)	Use of Property.	24
	(b)	Property Maintenance.	25
	(c)	Property Preservation.	26
	(d)	Property Inspections.	27
	(e)	Compliance with Laws.	27
	Section 6.03	Mortgage Loan Administration Matters Regarding the Property.	28
	(a)	Property Management.	28
	(b)	Subordination of Fees to Affiliated Property Managers.	28


 




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	(c)	 	Property Condition Assessment.	28
	 	 	 	 
	ARTICLE 7 - LEASES AND RENTS	28
	 	 	 	 
	Section 7.01	Representations and Warranties.	28
	(a)	Prior Assignment of Rents.	28
	(b)	Prepaid Rents.	29
	Section 7.02	Covenants.	29
	(a)	Leases.	29
	(b)	Commercial Leases.	29
	(c)	Payment of Rents.	30
	(d)	Assignment of Rents.	31
	(e)	Further Assignments of Leases and Rents.	31
	(f)	Options to Purchase by Tenants.	31
	Section 7.03	Mortgage Loan Administration Regarding Leases and Rents.	31
	(a)	Material Commercial Lease Requirements.	31
	(b)	Residential Lease Form.	32
	 	 	 	 
	ARTICLE 8 - BOOKS AND RECORDS; FINANCIAL REPORTING	32
	 	 	 	 
	Section 8.01	Representations and Warranties.	32
	(a)	Financial Information.	32
	(b)	No Change in Facts or Circumstances.	32
	Section 8.02	Covenants.	32
	(a)	Obligation to Maintain Accurate Books and Records.	32
	(b)	Items to Furnish to Lender.	32
	(c)	Audited Financials.	35
	(d)	Delivery of Books and Records.	35
	Section 8.03	Mortgage Loan Administration Matters Regarding Books and Records and Financial Reporting.	35
	(a)	Lender’s Right to Obtain Audited Books and Records.	35
	(b)	Credit Reports; Credit Score.	36
	 	 	 	 
	ARTICLE 9 - INSURANCE	36
	 	 	 	 
	Section 9.01	Representations and Warranties.	36
	(a)	Compliance with Insurance Requirements.	36
	(b)	Property Condition.	36
	Section 9.02	Covenants.	36
	(a)	Insurance Requirements.	36
	(b)	Delivery of Policies, Renewals, Notices, and Proceeds.	37
	Section 9.03	 	Mortgage Loan Administration Matters Regarding Insurance	37
	(a)	Lender’s Ongoing Insurance Requirements.	37
	(b)	Application of Proceeds on Event of Loss.	38
	(c)	Payment Obligations Unaffected.	40
	(d)	Foreclosure Sale.	40
	(e)	Appointment of Lender as Attorney-In-Fact.	40
	 	 	 	 
	ARTICLE 10 - CONDEMNATION	41
	 	 	 	 
	Section 10.01	Representations and Warranties.	41
	(a)	Prior Condemnation Action.	41


 




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	(b)	Pending Condemnation Actions.	41
	Section 10.02	Covenants.	41
	(a)	Notice of Condemnation.	41
	(b)	Condemnation Proceeds.	41
	Section 10.03	Mortgage Loan Administration Matters Regarding Condemnation.	41
	(a)	Application of Condemnation Awards.	41
	(b)	Payment Obligations Unaffected.	42
	(c)	Appointment of Lender as Attorney-In-Fact.	42
	(d)	Preservation of Mortgaged Property.	42
	 	 	 	 
	ARTICLE 11 - LIENS, TRANSFERS, AND ASSUMPTIONS	42
	 	 	 	 
	Section 11.01	Representations and Warranties.	42
	(a)	No Labor or Materialmen’s Claims.	42
	(b)	No Other Interests.	43
	Section 11.02	Covenants.	43
	(a)	Liens; Encumbrances.	43
	(b)	Transfers.	43
	(c)	No Other Indebtedness.	46
	(d)	No Mezzanine Financing or Preferred Equity.	46
	Section 11.03	Mortgage Loan Administration Matters Regarding Liens, Transfers, and Assumptions	46
	(a)	Assumption of Mortgage Loan.	46
	(b)	Transfers to Key Principal-Owned Affiliates or Guarantor-Owned Affiliates.	48
	(c)	Estate Planning.	48
	(d)	Termination or Revocation of Trust.	49
	(e)	Death of Key Principal or Guarantor; Transfer Due to Death.	49
	(f)	Bankruptcy of Guarantor.	50
	(g)	Further Conditions to Transfers and Assumption.	52
	 	 	 	 
	ARTICLE 12 - IMPOSITIONS	55
	 	 	 	 
	Section 12.01	Representations and Warranties.	55
	(a)	Payment of Taxes, Assessments, and Other Charges.	55
	Section 12.02	Covenants.	55
	(a)	Imposition Deposits, Taxes, and Other Charges.	55
	Section 12.03	Mortgage Loan Administration Matters Regarding Impositions.	56
	(a)	Maintenance of Records by Lender.	56
	(b)	Imposition Accounts.	56
	(c)	Payment of Impositions; Sufficiency of Imposition Deposits.	56
	(d)	Imposition Deposits Upon Event of Default.	57
	(e)	Contesting Impositions.	57
	(f)	Release to Borrower.	57
	 	 	 	 
	ARTICLE 13 - REPLACEMENT RESERVE AND REPAIRS	57
	 	 	 	 
	Section 13.01	Covenants.	57
	(a)	Initial Deposits to Replacement Reserve Account and Repairs Escrow Account.	57
	(b)	Monthly Replacement Reserve Deposits.	58
	(c)	Payment for Replacements and Repairs.	58
	(d)	Assignment of Contracts for Replacements and Repairs.	58


 




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	(e)	Indemnification.	58
	(f)	Amendments to Loan Documents.	58
	(g)	Administrative Fees and Expenses.	59
	Section 13.02	Mortgage Loan Administration Matters Regarding Reserves.	59
	(a)	Accounts, Deposits, and Disbursements.	59
	(b)	Approvals of Contracts; Assignment of Claims.	65
	(c)	Delays and Workmanship.	65
	(d)	Appointment of Lender as Attorney-In-Fact.	66
	(e)	No Lender Obligation.	66
	(f)	No Lender Warranty.	66
	 	 	 	 
	ARTICLE 14 - DEFAULTS/REMEDIES	67
	 	 	 	 
	Section 14.01	Events of Default.	67
	(a)	Automatic Events of Default.	67
	(b)	Events of Default Subject to a Specified Cure Period.	68
	(c)	Events of Default Subject to Extended Cure Period.	68
	Section 14.02	Remedies.	69
	(a)	Acceleration; Foreclosure.	69
	(b)	Loss of Right to Disbursements from Collateral Accounts.	69
	(c)	Remedies Cumulative.	70
	Section 14.03	Additional Lender Rights; Forbearance.	70
	(a)	No Effect Upon Obligations.	70
	(b)	No Waiver of Rights or Remedies.	70
	(c)	Appointment of Lender as Attorney-In-Fact.	71
	(d)	Borrower Waivers.	72
	Section 14.04	Waiver of Marshaling.	73
	 	 	 	 
	ARTICLE 15 - MISCELLANEOUS	73
	 	 	 	 
	Section 15.01	Governing Law; Consent to Jurisdiction and Venue.	73
	(a)	Governing Law.	73
	(b)	Venue.	73
	Section 15.02	Notice.	74
	(a)	Process of Serving Notice.	74
	(b)	Change of Address.	74
	(c)	Default Method of Notice.	74
	(d)	Receipt of Notices.	74
	Section 15.03	Successors and Assigns Bound; Sale of Mortgage Loan.	75
	(a)	Binding Agreement.	75
	(b)	Sale of Mortgage Loan; Change of Servicer.	75
	Section 15.04	Counterparts.	75
	Section 15.05	Joint and Several (or Solidary) Liability.	75
	Section 15.06	Relationship of Parties; No Third Party Beneficiary.	75
	(a)	Solely Creditor and Debtor.	75
	(b)	No Third Party Beneficiaries.	75


 




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	Section 15.07	 	Severability; Entire Agreement; Amendments.	76
	Section 15.08	 	Construction.	76
	Section 15.09	 	Mortgage Loan Servicing.	77
	Section 15.10	 	Disclosure of Information.	77
	Section 15.11	 	Waiver; Conflict.	77
	Section 15.12	 	No Reliance.	77
	Section 15.13	 	Subrogation.	78
	Section 15.14	 	Counting of Days.	78
	Section 15.15	 	Revival and Reinstatement of Indebtedness.	78
	Section 15.16	 	Time is of the Essence.	78
	Section 15.17	 	Final Agreement.	78
	Section 15.18	 	WAIVER OF TRIAL BY JURY.	79


 




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SCHEDULES & EXHIBITS


 


Schedules


	Schedule 1	Definitions Schedule (required)	Form 6101.FR
	Schedule 2	Summary of Loan Terms (required)	Form 6102.FR
	Schedule 2	Addenda to Schedule 2 – Summary of Loan Term (Co-Tenants)	Form 6102.17
	Schedule 3	Interest Rate Type Provisions (required)	Form 6103.FR
	Schedule 4	Prepayment Premium Schedule (required)	Form 6104.01
	Schedule 5	Required Replacement Schedule (required)	Form 6001.NR
	Schedule 6	Required Repair Schedule (required)	Form 6001.NR
	Schedule 7	Exceptions to Representations and Warranties Schedule (required)	Form 6001.NR


 


Exhibits


	Exhibit A	Modifications to Multifamily Loan and Security Agreement (Co-Tenants)	Form 6232
	Exhibit B	Modifications to Multifamily Loan and Security Agreement (Waiver of Imposition Deposits)	Form 6228


 




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Fox Hill Apartments


 


MULTIFAMILY
LOAN AND SECURITY AGREEMENT


(Non-Recourse)


 


This Multifamily Loan
And Security Agreement (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Loan
Agreement”) is made as of the Effective Date (as hereinafter defined) by and between BR FOX HILLS TIC-1, LLC,
a Delaware limited liability company and BR FOX HILLS TIC-2, LLC, a Delaware limited liability company, as tenants in common
(individually and together, “Borrower”), and WALKER & DUNLOP, LLC, a Delaware limited liability company
(“Lender”).


 


RECITALS:


 


WHEREAS, Borrower desires
to obtain the Mortgage Loan (as hereinafter defined) from Lender to be secured by the Mortgaged Property (as hereinafter defined);
and


 


WHEREAS, Lender is
willing to make the Mortgage Loan on the terms and conditions contained in this Loan Agreement and in the other Loan Documents
(as hereinafter defined);


 


NOW, THEREFORE, in
consideration of the making of the Mortgage Loan by Lender and other good and valuable consideration, the receipt and adequacy
of which are hereby conclusively acknowledged, the parties hereby covenant, agree, represent, and warrant as follows:


 


AGREEMENTS:


 


ARTICLE
1 - DEFINITIONS; SUMMARY OF MORTGAGE

LOAN TERMS


 


Section 1.01         Defined
Terms.


 


Capitalized terms not
otherwise defined in the body of this Loan Agreement shall have the meanings set forth in the Definitions Schedule attached as
Schedule 1 to this Loan Agreement.


 


Section 1.02         Schedules,
Exhibits, and Attachments Incorporated.


 


The schedules, exhibits,
and any other addenda or attachments are incorporated fully into this Loan Agreement by this reference and each constitutes a substantive
part of this Loan Agreement.


 






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ARTICLE
2 - GENERAL MORTGAGE LOAN TERMS


 


Section 2.01         Mortgage
Loan Origination and Security.


 


(a)          Making
of Mortgage Loan.


 


Subject to the terms
and conditions of this Loan Agreement and the other Loan Documents, Lender hereby makes the Mortgage Loan to Borrower, and Borrower
hereby accepts the Mortgage Loan from Lender. Borrower covenants and agrees that it shall:


  


(1)         pay
the Indebtedness, including the Prepayment Premium, if any (whether in connection with any voluntary prepayment or in connection
with an acceleration by Lender of the Indebtedness), in accordance with the terms of this Loan Agreement and the other Loan Documents;
and


 


(2)         perform,
observe, and comply with this Loan Agreement and all other provisions of the other Loan Documents.


 


(b)          Security
for Mortgage Loan.


 


The Mortgage Loan is
made pursuant to this Loan Agreement, is evidenced by the Note, and is secured by the Security Instrument, this Loan Agreement,
and the other Loan Documents that are expressly stated to be security for the Mortgage Loan.


 


(c)          Protective
Advances.


 


As provided in the
Security Instrument, Lender may take such actions or disburse such funds as Lender reasonably deems necessary to perform the obligations
of Borrower under this Loan Agreement and the other Loan Documents and to protect Lender’s interest in the Mortgaged Property.


 


Section 2.02         Payments
on Mortgage Loan.


 


(a)          Debt
Service Payments.


 


(1)         Short
Month Interest.


 


If the date
the Mortgage Loan proceeds are disbursed is any day other than the first day of the month, interest for the period beginning on
the disbursement date and ending on and including the last day of the month in which the disbursement occurs shall be payable by
Borrower on the date the Mortgage Loan proceeds are disbursed. In the event that the disbursement date is not the same as the Effective
Date, then:


 


(A)         the
disbursement date and the Effective Date must be in the same month, and


 


(B)         the
Effective Date shall not be the first day of the month.


 




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(2)         Interest
Accrual and Computation.


 


Except as
provided in Section 2.02(a)(1), interest shall be paid in arrears. Interest shall accrue as provided in the Schedule of Interest
Rate Type Provisions and shall be computed in accordance with the Interest Accrual Method. If the Interest Accrual Method is “Actual/360,”
Borrower acknowledges and agrees that the amount allocated to interest for each month will vary depending on the actual number
of calendar days during such month.


 


(3)         Monthly
Debt Service Payments.


 


Consecutive
monthly debt service installments (comprised of either interest only or principal and interest, depending on the Amortization Type),
each in the amount of the applicable Monthly Debt Service Payment, shall be due and payable on the First Payment Date, and on each
Payment Date thereafter until the Maturity Date, at which time all Indebtedness shall be due. Any regularly scheduled Monthly Debt
Service Payment that is received by Lender before the applicable Payment Date shall be deemed to have been received on such Payment
Date solely for the purpose of calculating interest due. All payments made by Borrower under this Loan Agreement shall be made
without set-off, counterclaim, or other defense.


 


(4)         Payment
at Maturity.


 


The unpaid
principal balance of the Mortgage Loan, any Accrued Interest thereon and all other Indebtedness shall be due and payable on the
Maturity Date.


 


(5)         Interest
Rate Type.


 


See the Schedule
of Interest Rate Type Provisions for additional provisions, if any, specific to the Interest Rate Type.


 


(b)          Capitalization
of Accrued But Unpaid Interest.


 


Any accrued and unpaid
interest on the Mortgage Loan remaining past due for thirty (30) days or more may, at Lender’s election, be added to
and become part of the unpaid principal balance of the Mortgage Loan.


 


(c)          Late
Charges.


 


(1)         If
any Monthly Debt Service Payment due hereunder is not received by Lender within ten (10) days (or fifteen (15) days for
any Mortgaged Property located in Mississippi or North Carolina to comply with applicable law) after the applicable Payment Date,
or any amount payable under this Loan Agreement (other than the payment due on the Maturity Date for repayment of the Mortgage
Loan in full) or any other Loan Document is not received by Lender within ten (10) days (or fifteen (15) days for any
Mortgaged Property located in Mississippi or North Carolina to comply with applicable law) after the date such amount is due, inclusive
of the date on which such amount is due, Borrower shall pay to Lender, immediately without demand by Lender, the Late Charge.


 




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The Late Charge
is payable in addition to, and not in lieu of, any interest payable at the Default Rate pursuant to Section 2.02(d).


 


(2)         Borrower
acknowledges and agrees that:


 


(A)         its
failure to make timely payments will cause Lender to incur additional expenses in servicing and processing the Mortgage Loan;


 


(B)         it
is extremely difficult and impractical to determine those additional expenses;


 


(C)         Lender
is entitled to be compensated for such additional expenses; and


 


(D)         the
Late Charge represents a fair and reasonable estimate, taking into account all circumstances existing on the date hereof, of the
additional expenses Lender will incur by reason of any such late payment.


 


(d)          Default
Rate.


 


(1)         Default
interest shall be paid as follows:


 


(A)         If
any amount due in respect of the Mortgage Loan (other than amounts due on the Maturity Date) remains past due for thirty (30)
days or more, interest on such unpaid amount(s) shall accrue from the date payment is due at the Default Rate and shall be payable
upon demand by Lender.


 


(B)         If
any Indebtedness due is not paid in full on the Maturity Date, then interest shall accrue at the Default Rate on all such unpaid
amounts from the Maturity Date until fully paid and shall be payable upon demand by Lender.


 


Absent a demand
by Lender, any such amounts shall be payable by Borrower in the same manner as provided for the payment of Monthly Debt Service
Payments. To the extent permitted by applicable law, interest shall also accrue at the Default Rate on any judgment obtained by
Lender against Borrower in connection with the Mortgage Loan.


 


(2)         Borrower
acknowledges and agrees that:


 


(A)         its
failure to make timely payments will cause Lender to incur additional expenses in servicing and processing the Mortgage Loan; and


 


(B)         in
connection with any failure to timely pay all amounts due in respect of the Mortgage Loan on the Maturity Date, or during the time
that any amount due in respect of the Mortgage Loan is delinquent for more than thirty (30) days:


 


(i)          Lender’s
risk of nonpayment of the Mortgage Loan will be materially increased;


 


(ii)         Lender’s
ability to meet its other obligations and to take advantage of other investment opportunities will be adversely impacted;


 




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(iii)        Lender
will incur additional costs and expenses arising from its loss of the use of the amounts due;


 


(iv)        it
is extremely difficult and impractical to determine such additional costs and expenses;


 


(v)         Lender
is entitled to be compensated for such additional risks, costs, and expenses; and


 


(vi)        the
increase from the Interest Rate to the Default Rate represents a fair and reasonable estimate of the additional risks, costs, and
expenses Lender will incur by reason of Borrower’s delinquent payment and the additional compensation Lender is entitled
to receive for the increased risks of nonpayment associated with a delinquency on the Mortgage Loan (taking into account all circumstances
existing on the Effective Date).


 


(e)          Address
for Payments.


 


All payments due pursuant
to the Loan Documents shall be payable at Lender’s Payment Address, or such other place and in such manner as may be designated
from time to time by written notice to Borrower by Lender.


 


(f)          Application
of Payments.


 


If at any time Lender
receives, from Borrower or otherwise, any payment in respect of the Indebtedness that is less than all amounts due and payable
at such time, then Lender may apply such payment to amounts then due and payable in any manner and in any order determined by Lender
or hold in suspense and not apply such payment at Lender’s election. Neither Lender’s acceptance of a payment that
is less than all amounts then due and payable, nor Lender’s application of, or suspension of the application of, such payment,
shall constitute or be deemed to constitute either a waiver of the unpaid amounts or an accord and satisfaction. Notwithstanding
the application of any such payment to the Indebtedness, Borrower’s obligations under this Loan Agreement and the other Loan
Documents shall remain unchanged.


 


Section 2.03         Lockout/Prepayment.


 


(a)          Prepayment;
Prepayment Lockout; Prepayment Premium.


 


(1)         Borrower
shall not make a voluntary full or partial prepayment on the Mortgage Loan during any Prepayment Lockout Period nor shall Borrower
make a voluntary partial prepayment at any time. Except as expressly provided in this Loan Agreement (including as provided in
the Prepayment Premium Schedule), a Prepayment Premium calculated in accordance with the Prepayment Premium Schedule shall be payable
in connection with any prepayment of the Mortgage Loan.


 


(2)         If
a Prepayment Lockout Period applies to the Mortgage Loan, and during such Prepayment Lockout Period Lender accelerates the unpaid
principal balance of the Mortgage Loan or otherwise applies collateral held by Lender to the repayment of any portion of the unpaid
principal balance of the Mortgage Loan, the Prepayment Premium shall be due and payable and equal to the amount obtained by multiplying
the percentage indicated (if at all) in the Prepayment Premium Schedule by the amount of principal being prepaid at the time of
such acceleration or application.


 




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(b)          Voluntary
Prepayment in Full.


 


At any time after the
expiration of any Prepayment Lockout Period, Borrower may voluntarily prepay the Mortgage Loan in full on a Permitted Prepayment
Date so long as:


 


(1)         Borrower
delivers to Lender a Prepayment Notice specifying the Intended Prepayment Date not more than sixty (60) days, but not less
than thirty (30) days (if given via U.S. Postal Service) or twenty (20) days (if given via facsimile, e-mail, or overnight
courier) prior to such Intended Prepayment Date; and


 


(2)         Borrower
pays to Lender an amount equal to the sum of:


 


(A)         the
entire unpaid principal balance of the Mortgage Loan; plus


 


(B)         all
Accrued Interest (calculated through the last day of the month in which the prepayment occurs); plus


 


(C)         the
Prepayment Premium; plus


 


(D)         all
other Indebtedness.


 


In connection with any such voluntary prepayment,
Borrower acknowledges and agrees that interest shall always be calculated and paid through the last day of the month in which the
prepayment occurs (even if the Permitted Prepayment Date for such month is not the last day of such month, or if Lender approves
prepayment on an Intended Prepayment Date that is not a Permitted Prepayment Date). Borrower further acknowledges that Lender is
not required to accept a voluntary prepayment of the Mortgage Loan on any day other than a Permitted Prepayment Date. However,
if Lender does approve an Intended Prepayment Date that is not a Permitted Prepayment Date and accepts a prepayment on such Intended
Prepayment Date, such prepayment shall be deemed to be received on the immediately following Permitted Prepayment Date. If Borrower
fails to prepay the Mortgage Loan on the Intended Prepayment Date for any reason (including on any Intended Prepayment Date that
is approved by Lender) and such failure either continues for five (5) Business Days, or into the following month, Lender shall
have the right to recalculate the payoff amount. If Borrower prepays the Mortgage Loan either
in the following month or more than five (5) Business Days after the Intended Prepayment Date that was approved by
Lender, Lender shall also have the right to recalculate the payoff amount based upon the amount of such payment and the date such
payment was received by Lender. Borrower shall immediately pay to Lender any additional amounts required by any such recalculation.


 


(c)          Acceleration
of Mortgage Loan.


 


Upon acceleration of
the Mortgage Loan, Borrower shall pay to Lender:


 


(1)         the
entire unpaid principal balance of the Mortgage Loan;


 


(2)         all
Accrued Interest (calculated through the last day of the month in which the acceleration occurs);


 




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Article 2	Form 6001.NR
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(3)         the
Prepayment Premium; and


 


(4)         all
other Indebtedness.


 


(d)          Application
of Collateral.


 


Any application by
Lender of any collateral or other security to the repayment of all or any portion of the unpaid principal balance of the Mortgage
Loan prior to the Maturity Date in accordance with the Loan Documents shall be deemed to be a prepayment by Borrower. Any such
prepayment shall require the payment to Lender by Borrower of the Prepayment Premium calculated on the amount being prepaid in
accordance with this Loan Agreement.


 


(e)          Casualty
and Condemnation.


 


Notwithstanding any
provision of this Loan Agreement to the contrary, no Prepayment Premium shall be payable with respect to any prepayment occurring
as a result of the application of any insurance proceeds or amounts received in connection with a Condemnation Action in accordance
with this Loan Agreement.


 


(f)          No
Effect on Payment Obligations.


 


Unless otherwise expressly
provided in this Loan Agreement, any prepayment required by any Loan Document of less than the entire unpaid principal balance
of the Mortgage Loan shall not extend or postpone the due date of any subsequent Monthly Debt Service Payments, Monthly Replacement
Reserve Deposit, or other payment, or change the amount of any such payments or deposits.


 


(g)          Loss
Resulting from Prepayment.


 


In any circumstance
in which a Prepayment Premium is due under this Loan Agreement, Borrower acknowledges that:


 


(1)         any
prepayment of the unpaid principal balance of the Mortgage Loan, whether voluntary or involuntary, or following the occurrence
of an Event of Default by Borrower, will result in Lender’s incurring loss, including reinvestment loss, additional risk,
expense, and frustration or impairment of Lender’s ability to meet its commitments to third parties;


 


(2)         it
is extremely difficult and impractical to ascertain the extent of such losses, risks, and damages;


 


(3)         the
formula for calculating the Prepayment Premium represents a reasonable estimate of the losses, risks, and damages Lender will incur
as a result of a prepayment; and


 


(4)         the
provisions regarding the Prepayment Premium contained in this Loan Agreement are a material part of the consideration for the Mortgage
Loan, and that the terms of the Mortgage Loan are in other respects more favorable to Borrower as a result of Borrower’s
voluntary agreement to such prepayment provisions.


 






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Article 2	Form 6001.NR
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ARTICLE
3 - PERSONAL LIABILITY


 


Section 3.01         Non-Recourse
Mortgage Loan; Exceptions.


 


Except as otherwise
provided in this Article 3 or in any other Loan Document, none of Borrower, or any director, officer, manager, member, partner,
shareholder, trustee, trust beneficiary, or employee of Borrower, shall have personal liability under this Loan Agreement or any
other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the
Loan Documents, and Lender’s only recourse for the satisfaction of such Indebtedness and the performance of such obligations
shall be Lender’s exercise of its rights and remedies with respect to the Mortgaged Property and any other collateral held
by Lender as security for the Indebtedness. This limitation on Borrower’s liability shall not limit or impair Lender’s
enforcement of its rights against Guarantor under any Loan Document.


 


Section 3.02         Personal
Liability of Borrower (Exceptions to Non-Recourse Provision).


 


(a)          Personal
Liability Based on Lender’s Loss.


 


Borrower shall be personally
liable to Lender for the repayment of the portion of the Indebtedness equal to any loss or damage suffered by Lender as a result
of, subject to any notice and cure period, if any:


 


(1)         failure
to pay as directed by Lender upon demand after an Event of Default (to the extent actually received by Borrower):


 


(A)         all
Rents to which Lender is entitled under the Loan Documents; and


 


(B)         the
amount of all security deposits then held or thereafter collected by Borrower from tenants and not properly applied pursuant to
the applicable Leases;


 


(2)         failure
to maintain all insurance policies required by the Loan Documents, except to the extent Lender has the obligation to pay the premiums
pursuant to Section 12.03(c);


 


(3)         failure
to apply all insurance proceeds received by Borrower or any amounts received by Borrower in connection with a Condemnation Action,
as required by the Loan Documents;


 


(4)         failure
to comply with any provision of this Loan Agreement or any other Loan Document relating to the delivery of books and records, statements,
schedules, and reports;


 


(5)         except
to the extent directed otherwise by Lender pursuant to Section 3.02(a)(1), failure to apply Rents to the ordinary and necessary
expenses of owning and operating the Mortgaged Property and Debt Service Amounts, as and when each is due and payable, except that
Borrower will not be personally liable with respect to Rents that are distributed by Borrower in any calendar year if Borrower
has paid all ordinary and necessary expenses of owning and operating the Mortgaged Property and Debt Service Amounts for such calendar
year;


 




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(6)         waste
or abandonment of the Mortgaged Property; or


 


(7)         grossly
negligent or reckless unintentional material misrepresentation or omission by Borrower, Guarantor, Key Principal, or any officer,
director, partner, manager, member, shareholder, or trustee of Borrower, or any officer, director, or manager of, or any Person
having a Restricted Ownership Interest in, Guarantor, or Key Principal in connection with on-going financial or other reporting
required by the Loan Documents, or any request for action or consent by Lender.


 


Notwithstanding the foregoing, Borrower
shall not have personal liability under clauses (1), (3), or (5) above to the extent that Borrower lacks the legal right to direct
the disbursement of the applicable funds due to an involuntary Bankruptcy Event that occurs without the consent, encouragement,
or active participation of (A) Borrower, Guarantor, or Key Principal, (B) any Person Controlling Borrower, Guarantor, or Key Principal
or (C) any Person Controlled by or under common Control with Borrower, Guarantor, or Key Principal.


 


(b)          Full
Personal Liability for Mortgage Loan.


 


Borrower shall be personally
liable to Lender for the repayment of all of the Indebtedness, and the Mortgage Loan shall be fully recourse to Borrower, upon
the occurrence of any of the following:


 


(1)         failure
by Borrower to comply with the single-asset entity requirements of Section 4.02(d) of this Loan Agreement;


 


(2)         a
Transfer (other than a conveyance of the Mortgaged Property at a Foreclosure Event pursuant to the Security Instrument and this
Loan Agreement) that is not permitted under this Loan Agreement or any other Loan Document;


 


(3)         the
occurrence of any Bankruptcy Event (other than an acknowledgement in writing as described in clause (b) of the definition of “Bankruptcy
Event”); provided, however, in the event of an involuntary Bankruptcy Event, Borrower shall only be personally
liable if such involuntary Bankruptcy Event occurs with the consent, encouragement, or active participation of (A) Borrower, Guarantor,
or Key Principal, (B) any Person Controlling Borrower, Guarantor, or Key Principal, or (C) any Person Controlled by or under common
Control with Borrower, Guarantor, or Key Principal;


 


(4)         fraud,
written material misrepresentation, or material omission by Borrower, Guarantor, Key Principal, or any officer, director, partner,
manager, member, shareholder, or trustee of Borrower, Guarantor, or Key Principal in connection with any application for
or creation of the Indebtedness; or


 


(5)         fraud,
written intentional material misrepresentation, or intentional material omission by Borrower, Guarantor, Key Principal, or any
officer, director, partner, manager, member, shareholder, or trustee of Borrower, or any officer, director, or manager of, or any
Person having a Restricted Ownership Interest in, Guarantor, or Key Principal in connection with on-going financial or other reporting
required by the Loan Documents, or any request for action or consent by Lender.


 




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Section 3.03         Personal
Liability for Indemnity Obligations.


 


Borrower shall be personally
and fully liable to Lender for Borrower’s indemnity obligations under Section 13.01(e) of this Loan Agreement, the Environmental
Indemnity Agreement, and any other express indemnity obligations provided by Borrower under any Loan Document. Borrower’s
liability for such indemnity obligations shall not be limited by the amount of the Indebtedness, the repayment of the Indebtedness,
or otherwise, provided that Borrower’s liability for such indemnities shall not include any loss caused by the gross negligence
or willful misconduct of Lender as determined by a court of competent jurisdiction pursuant to a final non-appealable court order.


 


Section 3.04         Lender’s
Right to Forego Rights Against Mortgaged Property.


 


To the extent that
Borrower has personal liability under this Loan Agreement or any other Loan Document, Lender may exercise its rights against Borrower
personally to the fullest extent permitted by applicable law without regard to whether Lender has exercised any rights against
the Mortgaged Property, the UCC Collateral, or any other security, or pursued any rights against Guarantor, or pursued any other
rights available to Lender under this Loan Agreement, any other Loan Document, or applicable law. For purposes of this Section
3.04 only, the term “Mortgaged Property” shall not include any funds that have been applied by Borrower as required
or permitted by this Loan Agreement prior to the occurrence of an Event of Default, or that Borrower was unable to apply as required
or permitted by this Loan Agreement because of a Bankruptcy Event. To the fullest extent permitted by applicable law, in any action
to enforce Borrower’s personal liability under this Article 3, Borrower waives any right to set off the value of the Mortgaged
Property against such personal liability.


  


ARTICLE
4 - BORROWER STATUS


 


Section 4.01         Representations
and Warranties.


 


The representations
and warranties made by Borrower to Lender in this Section 4.01 are made as of the Effective Date and are true and correct except
as disclosed on the Exceptions to Representations and Warranties Schedule.


 


(a)          Due
Organization and Qualification.


 


Borrower is validly
existing and qualified to transact business and is in good standing in the state in which it is formed or organized, the Property
Jurisdiction, and in each other jurisdiction that qualification or good standing is required according to applicable law to conduct
its business with respect to the Mortgaged Property and where the failure to be so qualified or in good standing would adversely
affect Borrower’s operation of the Mortgaged Property or the validity, enforceability or the ability of Borrower to perform
its obligations under this Loan Agreement or any other Loan Document.


 


(b)          Location.


 


Borrower’s General
Business Address is Borrower’s principal place of business and principal office.


 




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(c)          Power
and Authority.


 


Borrower has the requisite
power and authority:


 


(1)         to
own the Mortgaged Property and to carry on its business as now conducted and as contemplated to be conducted in connection with
the performance of its obligations under this Loan Agreement and under the other Loan Documents to which it is a party; and


 


(2)         to
execute and deliver this Loan Agreement and the other Loan Documents to which it is a party, and to carry out the transactions
contemplated by this Loan Agreement and the other Loan Documents to which it is a party.


 


(d)          Due
Authorization.


 


The execution, delivery,
and performance of this Loan Agreement and the other Loan Documents to which it is a party have been duly authorized by all necessary
action and proceedings by or on behalf of Borrower, and no further approvals or filings of any kind, including any approval of
or filing with any Governmental Authority, are required by or on behalf of Borrower as a condition to the valid execution, delivery,
and performance by Borrower of this Loan Agreement or any of the other Loan Documents to which it is a party, except filings required
to perfect and maintain the liens to be granted under the Loan Documents and routine filings to maintain good standing and its
existence.


 


(e)          Valid
and Binding Obligations.


 


This Loan Agreement
and the other Loan Documents to which it is a party have been duly executed and delivered by Borrower and constitute the legal,
valid, and binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms, except as such
enforceability may be limited by applicable Insolvency Laws or by the exercise of discretion by any court.


 


(f)          Effect
of Mortgage Loan on Borrower’s Financial Condition.


 


The Mortgage Loan will
not render Borrower Insolvent. Borrower has sufficient working capital, including proceeds from the Mortgage Loan, cash flow from
the Mortgaged Property, or other sources, not only to adequately maintain the Mortgaged Property, but also to pay all of Borrower’s
outstanding debts as they come due, including all Debt Service Amounts, exclusive of Borrower’s ability to refinance or pay
in full the Mortgage Loan on the Maturity Date. In connection with the execution and delivery of this Loan Agreement and the other
Loan Documents (and the delivery to, or for the benefit of, Lender of any collateral contemplated thereunder), and the incurrence
by Borrower of the obligations under this Loan Agreement and the other Loan Documents, Borrower did not receive less than reasonably
equivalent value in exchange for the incurrence of the obligations of Borrower under this Loan Agreement and the other Loan Documents.


 






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(g)          Economic
Sanctions, Anti-Money Laundering, and Anti-Corruption.


 


(1)         None
of Borrower, Guarantor, or Key Principal, nor to Borrower’s knowledge, any Person Controlling Borrower, Guarantor, or Key
Principal, nor any Person Controlled by Borrower, Guarantor, or Key Principal that also has a direct or indirect ownership interest
in Borrower, Guarantor, or Key Principal, is in violation of any applicable civil or criminal laws or regulations (including those
requiring internal controls) intended to prohibit, prevent, or regulate money laundering, drug trafficking, terrorism, or corruption,
of the United States and the jurisdiction where the Mortgaged Property is located or where the Person resides, is domiciled, or
has its principal place of business.


 


(2)         None
of Borrower, Guarantor, or Key Principal, nor to Borrower’s knowledge, any Person Controlling Borrower, Guarantor, or Key
Principal, nor any Person Controlled by Borrower, Guarantor, or Key Principal that also has a direct or indirect ownership interest
in Borrower, Guarantor, or Key Principal, is a Person:


 


(A)         against
whom proceedings are pending for any alleged violation of any laws described in Section 4.01(g)(1);


 


(B)         that
has been convicted of any violation of, has been subject to civil penalties or economic sanctions pursuant to, or had any of its
property seized or forfeited under, any laws described in Section 4.01(g)(1); or


 


(C)         with
whom any United States Person, any entity organized under the laws of the United States or its constituent states or territories,
or any entity, regardless of where organized, having its principal place of business within the United States or any of its territories,
is prohibited from transacting business of the type contemplated by this Loan Agreement and the other Loan Documents under any
other applicable law.


 


(3)         Borrower,
Guarantor, and Key Principal are in compliance with all applicable economic sanctions laws administered by OFAC, the United States
Department of State, or the United States Department of Commerce.


 


(h)          Borrower
Single Asset Status.


 


Borrower:


 


(1)         does
not own or lease any real property, personal property, or assets other than the Mortgaged Property;


 


(2)         does
not own, operate, or participate in any business other than the leasing, ownership, management, operation, and maintenance of the
Mortgaged Property;


 


(3)         has
no material financial obligation under or secured by any indenture, mortgage, deed of trust, deed to secure debt, loan agreement,
or other agreement or instrument to which Borrower is a party, or by which Borrower is otherwise bound, or to which the Mortgaged
Property is subject or by which it is otherwise encumbered, other than:


 


(A)         unsecured
trade payables incurred in the ordinary course of the operation of the Mortgaged Property (exclusive of amounts for rehabilitation,
restoration, repairs, or replacements of the Mortgaged Property), that (i) are not evidenced by a promissory note, (ii) are payable
within sixty (60) days of the date incurred, and (iii) as of the Effective Date, do not exceed, in the aggregate, four percent (4%)
of the original principal balance of the Mortgage Loan;


 




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(B)         if
the Security Instrument grants a lien on a leasehold estate, Borrower’s obligations as lessee under the ground lease creating
such leasehold estate; and


 


(C)         obligations
under the Loan Documents and obligations secured by the Mortgaged Property to the extent permitted by the Loan Documents;


 


(4)         has
maintained its financial statements, accounting records, and other partnership, real estate investment trust, limited liability
company, or corporate documents, as the case may be, separate from those of any other Person (unless Borrower’s assets have
been included in a consolidated financial statement prepared in accordance with generally accepted accounting principles);


 


(5)         has
not commingled its assets or funds with those of any other Person, unless such assets or funds can easily be segregated and identified
in the ordinary course of business from those of any other Person;


 


(6)         has
been adequately capitalized in light of its contemplated business operations;


 


(7)         has
not assumed, guaranteed, or pledged its assets to secure the liabilities or obligations of any other Person (except in connection
with the Mortgage Loan or other mortgage loans that have been paid in full or collaterally assigned to Lender, including in connection
with any Consolidation, Extension and Modification Agreement or similar instrument), or held out its credit as being available
to satisfy the obligations of any other Person;


 


(8)         has
not made loans or advances to any other Person; and


 


(9)         has
not entered into, and is not a party to, any transaction with any Borrower Affiliate, except in the ordinary course of business
and on terms which are no more favorable to any such Borrower Affiliate than would be obtained in a comparable arm’s length
transaction with an unrelated third party.


 


(i)          No
Bankruptcies or Judgments.


 


None of Borrower, Guarantor,
or Key Principal, nor to Borrower’s knowledge, any Person Controlling Borrower, Guarantor, or Key Principal, nor any Person
Controlled by Borrower, Guarantor, or Key Principal that also has a direct or indirect ownership interest in Borrower, Guarantor,
or Key Principal, is currently:


 


(1)         the
subject of or a party to any completed or pending bankruptcy, reorganization, including any receivership or other insolvency proceeding
(other than as a creditor);


 


(2)         preparing
or intending to be the subject of a Bankruptcy Event; or


 




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(3)         the
subject of any judgment unsatisfied of record or docketed in any court; or


 


(4)         Insolvent.


 


(j)          No
Actions or Litigation.


 


(1)         There
are no claims, actions, suits, or proceedings at law or in equity by or before any Governmental Authority now pending against or,
to Borrower’s knowledge, threatened against or affecting Borrower or the Mortgaged Property not otherwise covered by insurance
(except claims, actions, suits, or proceedings regarding fair housing, anti-discrimination, or equal opportunity, which shall always
be disclosed); and


 


(2)         there
are no claims, actions, suits, or proceedings at law or in equity by or before any Governmental Authority now pending or, to Borrower’s
knowledge, threatened against or affecting Guarantor or Key Principal, which claims, actions, suits, or proceedings, if adversely
determined (individually or in the aggregate) reasonably would be expected to materially adversely affect the financial condition
or business of Borrower, Guarantor, or Key Principal or the condition, operation, or ownership of the Mortgaged Property (except
claims, actions, suits, or proceedings regarding fair housing, anti-discrimination, or equal opportunity, which shall always be
deemed material).


 


(k)          Payment
of Taxes, Assessments, and Other Charges.


 


Borrower confirms that:


 


(1)         it
has filed all federal, state, county, and municipal tax returns and reports required to have been filed by Borrower;


 


(2)         it
has paid, before any fine, penalty, interest, lien, or costs may be added thereto, all taxes, governmental charges, and assessments
due and payable with respect to such returns and reports;


 


(3)         there
is no controversy or objection pending, or to the knowledge of Borrower, threatened in respect of any tax returns of Borrower;
and


 


(4)         it
has made adequate reserves on its books and records for all taxes that have accrued but which are not yet due and payable.


 


(l)          Not
a Foreign Person.


 


Borrower is not a “foreign
person” within the meaning of Section 1445(f)(3) of the Internal Revenue Code.


 


(m)          ERISA.


 


Borrower represents
and warrants that:


 


(1)         Borrower
is not an Employee Benefit Plan;


 




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 (2)         no
asset of Borrower constitutes “plan assets” (within the meaning of Section 3(42) of ERISA and Department of Labor
Regulation Section 2510.3-101) of an Employee Benefit Plan;


 


(3)         no
asset of Borrower is subject to any laws of any Governmental Authority governing the assets of an Employee Benefit Plan; and


 


(4)         neither
Borrower nor any ERISA Affiliate is subject to any obligation or liability with respect to any ERISA Plan.


 


(n)          Default
Under Other Obligations.


 


(1)         The
execution, delivery, and performance of the obligations imposed on Borrower under this Loan Agreement and the Loan Documents to
which it is a party will not cause Borrower to be in default under the provisions of any agreement, judgment, or order to which
Borrower is a party or by which Borrower is bound.


 


(2)         None
of Borrower, Guarantor, or Key Principal is in default under any obligation to Lender.


 


(o)          Prohibited
Person.


 


None of Borrower, Guarantor,
or Key Principal is a Prohibited Person, nor to Borrower’s knowledge, is any Person:


 


(1)         Controlling
Borrower, Guarantor, or Key Principal a Prohibited Person; or


 


(2)         Controlled
by and having a direct or indirect ownership interest in Borrower, Guarantor, or Key Principal a Prohibited Person.


 


(p)          No
Contravention.


 


Neither the execution
and delivery of this Loan Agreement and the other Loan Documents to which Borrower is a party, nor the fulfillment of or compliance
with the terms and conditions of this Loan Agreement and the other Loan Documents to which Borrower is a party, nor the performance
of the obligations of Borrower under this Loan Agreement and the other Loan Documents does or will conflict with or result in any
breach or violation of, or constitute a default under, any of the terms, conditions, or provisions of Borrower’s organizational
documents, or any indenture, existing agreement, or other instrument to which Borrower is a party or to which Borrower, the Mortgaged
Property, or other assets of Borrower are subject.


 


(q)          Lockbox
Arrangement.


 


Neither Borrower nor
the direct or indirect owners of Borrower is party to any type of lockbox agreement or other similar cash management arrangement
with any direct or indirect owner of Borrower in connection with the Rents or other income from the Mortgaged Property
that has not been approved by Lender in writing. In the event that Lender has approved any such arrangement, Borrower has,
at Lender’s option, entered into a lockbox agreement or other similar cash management agreement with Lender in form and substance
acceptable to Lender.


 




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Section 4.02         Covenants.


 


(a)          Maintenance
of Existence; Organizational Documents.


 


Borrower shall maintain
its existence, its entity status, franchises, rights, and privileges under the laws of the state of its formation or organization
(as applicable). Borrower shall continue to be duly qualified and in good standing to transact business in each jurisdiction in
which qualification or standing is required according to applicable law to conduct its business with respect to the Mortgaged Property
and where the failure to do so would adversely affect Borrower’s operation of the Mortgaged Property or the validity, enforceability,
or the ability of Borrower to perform its obligations under this Loan Agreement or any other Loan Document. Neither Borrower nor
any partner, member, manager, officer, or director of Borrower shall:


 


(1)         make
or allow any material change to the organizational documents or organizational structure of Borrower, including changes relating
to the Control of Borrower, or


 


(2)         file
any action, complaint, petition, or other claim to:


 


(A)         divide,
partition, or otherwise compel the sale of the Mortgaged Property, or


 


(B)         otherwise
change the Control of Borrower.


 


(b)          Economic
Sanctions, Anti-Money Laundering, and Anti-Corruption.


 


(1)         Borrower,
Guarantor, Key Principal, and any Person Controlling Borrower, Guarantor, or Key Principal, or any Person Controlled by Borrower,
Guarantor, or Key Principal that also has a direct or indirect ownership interest in Borrower, Guarantor, or Key Principal shall
remain in compliance with any applicable civil or criminal laws or regulations (including those requiring internal controls) intended
to prohibit, prevent, or regulate money laundering, drug trafficking, terrorism, or corruption, of the United States and the jurisdiction
where the Mortgaged Property is located or where the Person resides, is domiciled, or has its principal place of business.


 


(2)         At
no time shall Borrower, Guarantor, or Key Principal, or any Person Controlling Borrower, Guarantor, or Key Principal, or any Person
Controlled by Borrower, Guarantor, or Key Principal that also has a direct or indirect ownership interest in Borrower, Guarantor,
or Key Principal, be a Person:


 


(A)         against
whom proceedings are pending for any alleged violation of any laws described in Section 4.02(b)(1);


 


(B)         that
has been convicted of any violation of, has been subject to civil penalties or economic sanctions pursuant to, or had any of its
property seized or forfeited under, any laws described in Section 4.02(b)(1); or


 


(C)         with
whom any United States Person, any entity organized under the laws of the United States or its constituent states or territories,
or any entity, regardless of where organized, having its principal place of business within the United States or any of its territories,
is prohibited from transacting business of the type contemplated by this Loan Agreement and the other Loan Documents under any
other applicable law.


 




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(3)         Borrower,
Guarantor, and Key Principal shall at all times remain in compliance with any applicable economic sanctions laws administered by
OFAC, the United States Department of State, or the United States Department of Commerce.


 


(c)          Payment
of Taxes, Assessments, and Other Charges.


 


Borrower shall file
all federal, state, county, and municipal tax returns and reports required to be filed by Borrower and shall pay, before any fine,
penalty, interest, or cost may be added thereto, all taxes payable with respect to such returns and reports.


 


(d)          Borrower
Single Asset Status.


 


Until the Indebtedness
is fully paid, Borrower:


 


(1)         shall
not acquire or lease any real property, personal property, or assets other than the Mortgaged Property;


 


(2)         shall
not acquire, own, operate, or participate in any business other than the leasing, ownership, management, operation, and maintenance
of the Mortgaged Property;


 


(3)         shall
not commingle its assets or funds with those of any other Person, unless such assets or funds can easily be segregated and identified
in the ordinary course of business from those of any other Person;


 


(4)         shall
maintain its financial statements, accounting records, and other partnership, real estate investment trust, limited liability company,
or corporate documents, as the case may be, separate from those of any other Person (unless Borrower’s assets are included
in a consolidated financial statement prepared in accordance with generally accepted accounting principles);


 


(5)         shall
have no material financial obligation under any indenture, mortgage, deed of trust, deed to secure debt, loan agreement, or other
agreement or instrument to which Borrower is a party or by which Borrower is otherwise bound, or to which the Mortgaged Property
is subject or by which it is otherwise encumbered, other than:


 


(A)         unsecured
trade payables incurred in the ordinary course of the operation of the Mortgaged Property (exclusive of amounts (i) to be paid
out of the Replacement Reserve Account or Repairs Escrow Account, or (ii) for rehabilitation, restoration, repairs, or replacements
of the Mortgaged Property or otherwise approved by Lender) so long as such trade payables (1) are not evidenced by a promissory
note, (2) are payable within sixty (60) days of the date incurred, and (3) as of any date, do not exceed, in the aggregate, two
percent (2%) of the original principal balance of the Mortgage Loan; provided, however, that otherwise compliant outstanding trade
payables may exceed two percent (2%) up to an aggregate amount of four percent (4%) of the original principal balance of the Mortgage
Loan for a period (beginning on or after the Effective Date) not to exceed ninety (90) consecutive days;


 




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(B)         if
the Security Instrument grants a lien on a leasehold estate, Borrower’s obligations as lessee under the ground lease creating
such leasehold estate; and


 


(C)         obligations
under the Loan Documents and obligations secured by the Mortgaged Property to the extent permitted by the Loan Documents;


 


(6)         shall
not assume, guaranty, or pledge its assets to secure the liabilities or obligations of any other Person (except in connection with
the Mortgage Loan or other mortgage loans that have been paid in full or collaterally assigned to Lender, including in connection
with any Consolidation, Extension and Modification Agreement or similar instrument) or hold out its credit as being available to
satisfy the obligations of any other Person;


 


(7)         shall
not make loans or advances to any other Person; or


 


(8)         shall
not enter into, or become a party to, any transaction with any Borrower Affiliate, except in the ordinary course of business and
on terms which are no more favorable to any such Borrower Affiliate than would be obtained in a comparable arm’s-length transaction
with an unrelated third party.


 


(e)          ERISA.


 


Borrower covenants
that:


 


(1)         no
asset of Borrower shall constitute “plan assets” (within the meaning of Section 3(42) of ERISA and Department
of Labor Regulation Section 2510.3-101) of an Employee Benefit Plan;


 


(2)         no
asset of Borrower shall be subject to the laws of any Governmental Authority governing the assets of an Employee Benefit Plan;
and


 


(3)         neither
Borrower nor any ERISA Affiliate shall incur any obligation or liability with respect to any ERISA Plan.


 


(f)          Notice
of Litigation or Insolvency.


 


Borrower shall give
immediate written notice to Lender of any claims, actions, suits, or proceedings at law or in equity (including any insolvency,
bankruptcy, or receivership proceeding) by or before any Governmental Authority pending or, to Borrower’s knowledge, threatened
against or affecting Borrower, Guarantor, Key Principal, or the Mortgaged Property, which claims, actions, suits, or proceedings,
if adversely determined reasonably would be expected to materially adversely affect the financial condition or business of Borrower,
Guarantor, or Key Principal, or the condition, operation, or ownership of the Mortgaged Property (including any claims, actions,
suits, or proceedings regarding fair housing, anti-discrimination, or equal opportunity, which shall always be deemed material).


 



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(g)          Payment
of Costs, Fees, and Expenses.


 


In addition to the
payments specified in this Loan Agreement, Borrower shall pay, on demand, all of Lender’s out-of-pocket fees, costs, charges,
or expenses (including the reasonable fees and expenses of attorneys, accountants, and other experts) incurred by Lender in connection
with:


 


(1)         any
amendment to, or consent, or waiver required under, this Loan Agreement or any of the Loan Documents (whether or not any such amendments,
consents, or waivers are entered into);


 


(2)         defending
or participating in any litigation arising from actions by third parties and brought against or involving Lender with respect to:


 


(A)         the
Mortgaged Property;


 


(B)         any
event, act, condition, or circumstance in connection with the Mortgaged Property; or


 


(C)         the
relationship between or among Lender, Borrower, Key Principal, and Guarantor in connection with this Loan Agreement or any of the
transactions contemplated by this Loan Agreement;


 


(3)         the
administration or enforcement of, or preservation of rights or remedies under, this Loan Agreement or any other Loan Documents
including or in connection with any litigation or appeals, any Foreclosure Event or other disposition of any collateral granted
pursuant to the Loan Documents; and


 


(4)         any
Bankruptcy Event or Guarantor Bankruptcy Event.


 


(h)          Restrictions
on Distributions.


 


Borrower shall not
declare or make any distributions or dividends of any nature to any Person having an ownership interest in Borrower if an Event
of Default has occurred and is continuing.


 


(i)          Lockbox
Arrangement.


 


Neither Borrower nor
the direct or indirect owners of Borrower shall enter into any type of lockbox agreement or other similar cash management arrangement
with any direct or indirect owner of Borrower in connection with the Rents or other income from the Mortgaged Property without
the prior written consent of Lender. In the event that Lender issues such consent, Borrower shall, at Lender’s option, be
required to enter into a lockbox agreement or other similar cash management agreement with Lender in form and substance acceptable
to Lender.


  


ARTICLE
5 - THE MORTGAGE LOAN


 


Section 5.01         Representations
and Warranties.


 


The representations
and warranties made by Borrower to Lender in this Section 5.01are made as of the Effective Date and are true and correct except
as disclosed on the Exceptions to Representations and Warranties Schedule.


 




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(a)          Receipt
and Review of Loan Documents.


 


Borrower has received
and reviewed this Loan Agreement and all of the other Loan Documents.


 


(b)          No
Default.


 


No default exists under
any of the Loan Documents.


 


(c)          No
Defenses.


 


The Loan Documents
are not currently subject to any right of rescission, set-off, counterclaim, or defense by either Borrower or Guarantor, including
the defense of usury, and neither Borrower nor Guarantor has asserted any right of rescission, set-off, counterclaim, or defense
with respect thereto.


 


(d)          Loan
Document Taxes.


 


All mortgage, mortgage
recording, stamp, intangible, or any other similar taxes required to be paid by any Person under applicable law currently in effect
in connection with the execution, delivery, recordation, filing, registration, perfection, or enforcement of any of the Loan Documents,
including the Security Instrument, have been paid or will be paid in the ordinary course of the closing of the Mortgage Loan.


 


Section 5.02         Covenants.


 


(a)          Ratification
of Covenants; Estoppels; Certifications.


 


Borrower shall:


 


(1)         promptly
notify Lender in writing upon any violation of any covenant set forth in any Loan Document of which Borrower has notice or knowledge;
provided, however, any such written notice by Borrower to Lender shall not relieve Borrower of, or result in a waiver
of, any obligation under this Loan Agreement or any other Loan Document; and


 


(2)         within
ten (10) days after a request from Lender, provide a written statement, signed and acknowledged by Borrower, certifying to
Lender or any person designated by Lender, as of the date of such statement:


 


(A)         that
the Loan Documents are unmodified and in full force and effect (or, if there have been modifications, that the Loan Documents are
in full force and effect as modified and setting forth such modifications);


 


(B)         the
unpaid principal balance of the Mortgage Loan;


 


(C)         the
date to which interest on the Mortgage Loan has been paid;


 




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(D)         that
Borrower is not in default in paying the Indebtedness or in performing or observing any of the covenants or agreements contained
in this Loan Agreement or any of the other Loan Documents (or, if Borrower is in default, describing such default in reasonable
detail);


 


(E)         whether
or not there are then-existing any setoffs or defenses known to Borrower against the enforcement of any right or remedy of Lender
under the Loan Documents; and


 


(F)         any
additional facts reasonably requested in writing by Lender.


 


(b)          Further
Assurances.


 


(1)         Other
Documents As Lender May Require.


 


Within ten (10)
days after request by Lender, Borrower shall, subject to Section 5.02(d) below, execute, acknowledge, and deliver, at its cost
and expense, all further acts, deeds, conveyances, assignments, financing statements, transfers, documents, agreements, assurances,
and such other instruments as Lender may reasonably require from time to time in order to better assure, grant, and convey to Lender
the rights intended to be granted, now or in the future, to Lender under this Loan Agreement and the other Loan Documents.


 


(2)         Corrective
Actions.


 


Within ten (10)
days after request by Lender, Borrower shall provide, or cause to be provided, to Lender, at Borrower’s cost and expense,
such further documentation or information reasonably deemed necessary or appropriate by Lender in the exercise of its rights under
the related commitment letter between Borrower and Lender or to correct patent mistakes in the Loan Documents, the Title Policy,
or the funding of the Mortgage Loan.


 


(c)          Sale
of Mortgage Loan.


 


Borrower shall, subject
to Section 5.02(d) below:


 


(1)         comply
with the reasonable requirements of Lender or any Investor of the Mortgage Loan or provide, or cause to be provided, to Lender
or any Investor of the Mortgage Loan within ten (10) days of the request, at Borrower’s cost and expense, such further
documentation or information as Lender or Investor may reasonably require, in order to enable:


 


(A)         Lender
to sell the Mortgage Loan to such Investor;


 


(B)         Lender
to obtain a refund of any commitment fee from any such Investor; or


 


(C)         any
such Investor to further sell or securitize the Mortgage Loan;


 


(2)         ratify
and affirm in writing the representations and warranties set forth in any Loan Document as of such date specified by Lender modified
as necessary to reflect changes that have occurred subsequent to the Effective Date;


 




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(3)         confirm
that Borrower is not in default in paying the Indebtedness or in performing or observing any of the covenants or agreements contained
in this Loan Agreement or any of the other Loan Documents (or, if Borrower is in default, describing such default in reasonable
detail); and


 


(4)         execute
and deliver to Lender and/or any Investor such other documentation, including any amendments, corrections, deletions, or additions
to this Loan Agreement or other Loan Document(s) as is reasonably required by Lender or such Investor.


 


(d)          Limitations
on Further Acts of Borrower.


 


Nothing in Section
5.02(b) and Section 5.02(c) shall require Borrower to do any further act that has the effect of:


 


(1)         changing
the economic terms of the Mortgage Loan set forth in the related commitment letter between Borrower and Lender;


 


(2)         imposing
on Borrower or Guarantor greater personal liability under the Loan Documents than that set forth in the related commitment letter
between Borrower and Lender; or


 


(3)         materially
changing the rights and obligations of Borrower or Guarantor under the commitment letter.


 


(e)          Financing
Statements; Record Searches.


 


(1)         Borrower
shall pay all costs and expenses associated with:


 


(A)         any
filing or recording of any financing statements, including all continuation statements, termination statements, and amendments
or any other filings related to security interests in or liens on collateral; and


 


(B)         any
record searches for financing statements that Lender may require.


 


(2)         Borrower
hereby authorizes Lender to file any financing statements, continuation statements, termination statements, and amendments (including
an “all assets” or “all personal property” collateral description or words of similar import) in form and
substance as Lender may require in order to protect and preserve Lender’s lien priority and security interest in the Mortgaged
Property (and to the extent Lender has filed any such financing statements, continuation statements, or amendments prior to the
Effective Date, such filings by Lender are hereby authorized and ratified by Borrower).


 


(f)          Loan
Document Taxes.


 


Borrower shall pay,
on demand, any transfer taxes, documentary taxes, assessments, or charges made by any Governmental Authority in connection with
the execution, delivery, recordation, filing, registration, perfection, or enforcement of any of the Loan Documents or the Mortgage
Loan.


 






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ARTICLE
6 - PROPERTY USE, PRESERVATION, AND MAINTENANCE


 


Section 6.01         Representations
and Warranties.


 


The representations
and warranties made by Borrower to Lender in this Section 6.01 are made as of the Effective Date and are true and correct except
as disclosed on the Exceptions to Representations and Warranties Schedule.


 


(a)          Compliance
with Law; Permits and Licenses.


 


(1)         To
Borrower’s knowledge, all improvements to the Land and the use of the Mortgaged Property comply with all applicable laws,
ordinances, statutes, rules, and regulations, including all applicable statutes, rules, and regulations pertaining to requirements
for equal opportunity, anti-discrimination, fair housing, and rent control, and Borrower has no knowledge of any action or proceeding
(or threatened action or proceeding) regarding noncompliance or nonconformity with any of the foregoing.


 


(2)         To
Borrower’s knowledge, there is no evidence of any illegal activities on the Mortgaged Property.


 


(3)         To
Borrower’s knowledge, no permits or approvals from any Governmental Authority, other than those previously obtained and furnished
to Lender, are necessary for the commencement and completion of the Repairs or Replacements, as applicable, other than those permits
or approvals which will be timely obtained in the ordinary course of business.


 


(4)         All
required permits, licenses, and certificates to comply with all zoning and land use statutes, laws, ordinances, rules, and regulations,
and all applicable health, fire, safety, and building codes, and for the lawful use and operation of the Mortgaged Property, including
certificates of occupancy, apartment licenses, or the equivalent, have been obtained and are in full force and effect.


 


(5)         No
portion of the Mortgaged Property has been purchased with the proceeds of any illegal activity.


 


(b)          Property
Characteristics.


 


(1)         The
Mortgaged Property contains at least:


 


(A)         the
Property Square Footage;


 


(B)         the
Total Parking Spaces; and


 


(C)         the
Total Residential Units.


 


(2)         No
part of the Land is included or assessed under or as part of another tax lot or parcel, and no part of any other property is included
or assessed under or as part of the tax lot or parcels for the Land.


 




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(c)          Property
Ownership.


 


Borrower is sole owner
or ground lessee of the Mortgaged Property.


 


(d)          Condition
of the Mortgaged Property.


 


(1)         Borrower
has not made any claims, and to Borrower’s knowledge, no claims have been made, against any contractor, engineer, architect,
or other party with respect to the construction or condition of the Mortgaged Property or the existence of any structural or other
material defect therein; and


 


(2)         neither
the Land nor the Improvements has sustained any damage other than damage which has been fully repaired, or is fully insured and
is being repaired in the ordinary course of business.


 


(e)          Personal
Property.


 


Borrower owns (or,
to the extent disclosed on the Exceptions to Representations and Warranties Schedule, leases) all of the Personal Property that
is material to and is used in connection with the management, ownership, and operation of the Mortgaged Property.


 


Section 6.02         Covenants


 


(a)          Use
of Property.


 


From and after the
Effective Date, Borrower shall not, unless required by applicable law or Governmental Authority:


 


(1)         change
the use of all or any part of the Mortgaged Property;


 


(2)         convert
any individual dwelling units or common areas to commercial use, or convert any common area or commercial use to individual dwelling
units without Lender’s prior written consent;


 


(3)         initiate
or acquiesce in a change in the zoning classification of the Land;


 


(4)         establish
any condominium or cooperative regime with respect to the Mortgaged Property;


 


(5)         subdivide
the Land; or


 


(6)         suffer,
permit, or initiate the joint assessment of any Mortgaged Property with any other real property constituting a tax lot separate
from such Mortgaged Property which could cause the part of the Land to be included or assessed under or as part of another tax
lot or parcel, or any part of any other property to be included or assessed under or as part of the tax lot or parcels for the
Land.


 




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(b)          Property
Maintenance.


 


Borrower shall:


 


(1)         pay
the expenses of operating, managing, maintaining, and repairing the Mortgaged Property (including insurance premiums, utilities,
Repairs, and Replacements) before the last date upon which each such payment may be made without any penalty or interest charge
being added;


 


(2)         keep
the Mortgaged Property in good repair and marketable condition (ordinary wear and tear excepted) (including the replacement of
Personalty and Fixtures with items of equal or better function and quality) and subject to Section 9.03(b)(3) and Section 10.03(d)
restore or repair promptly, in a good and workmanlike manner, any damaged part of the Mortgaged Property to the equivalent of its
original condition or condition immediately prior to the damage (if improved after the Effective Date), whether or not any insurance
proceeds or amounts received in connection with a Condemnation Action are available to cover any costs of such restoration or repair;


 


(3)         commence
all Required Repairs, Additional Lender Repairs, and Additional Lender Replacements as follows:


 


(A)         with
respect to any Required Repairs, promptly following the Effective Date (subject to Force Majeure, if applicable), in accordance
with the timelines set forth on the Required Repair Schedule, or if no timelines are provided, as soon as practical following the
Effective Date;


 


(B)         with
respect to Additional Lender Repairs, in the event that Lender determines that Additional Lender Repairs are necessary from time
to time or pursuant to Section 6.03(c), promptly following Lender’s written notice of such Additional Lender Repairs (subject
to Force Majeure, if applicable), commence any such Additional Lender Repairs in accordance with Lender’s timelines, or if
no timelines are provided, as soon as practical;


 


(C)         with
respect to Additional Lender Replacements, in the event that Lender determines that Additional Lender Replacements are necessary
from time to time or pursuant to Section 6.03(c), promptly following Lender’s written notice of such Additional Lender Replacements
(subject to Force Majeure, if applicable), commence any such Additional Lender Replacements in accordance with Lender’s timelines,
or if no timelines are provided, as soon as practical;


 


(4)         make,
construct, install, diligently perform, and complete all Replacements and Repairs:


 


(A)         in
a good and workmanlike manner as soon as practicable following the commencement thereof, free and clear of any Liens, including
mechanics’ or materialmen’s liens and encumbrances (except Permitted Encumbrances and mechanics’ or materialmen’s
liens which attach automatically under the laws of any Governmental Authority upon the commencement of any work upon, or delivery
of any materials to, the Mortgaged Property and for which Borrower is not delinquent in the payment for any such work or materials);


 




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(B)         in
accordance with all applicable laws, ordinances, rules, and regulations of any Governmental Authority, including applicable building
codes, special use permits, and environmental regulations;


 


(C)         in
accordance with all applicable insurance and bonding requirements; and


 


(D)         within
all timeframes required by Lender, and Borrower acknowledges that it shall be an Event of Default if Borrower abandons or ceases
work on any Repair at any time prior to the completion of the Repairs for a period of longer than twenty (20) days (except
when Force Majeure exists and Borrower is diligently pursuing the reinstitution of such work, provided, however, any such abandonment
or cessation shall not in any event allow the Repair to be completed after the Completion Period, subject to Force Majeure); and


 


(5)         subject
to the terms of Section 6.03(a) provide for professional management of the Mortgaged Property by a residential rental property
manager satisfactory to Lender under a contract approved by Lender in writing;


 


(6)         give
written notice to Lender of, and, unless otherwise directed in writing by Lender, appear in and defend any action or proceeding
purporting to affect the Mortgaged Property, Lender’s security for the Mortgage Loan, or Lender’s rights under this
Loan Agreement; and


 


(7)         upon
Lender’s written request, submit to Lender any contracts or work orders described in Section 13.02(b).


 


(c)          Property
Preservation.


 


Borrower shall:


 


(1)         not
commit waste or abandon or (ordinary wear and tear excepted) permit impairment or deterioration of the Mortgaged Property;


 


(2)         except
as otherwise permitted herein in connection with Repairs and Replacements, not remove, demolish, or alter the Mortgaged Property
or any part of the Mortgaged Property (or permit any tenant or any other person to do the same) except in connection with the replacement
of tangible Personalty or Fixtures (provided such Personalty and Fixtures are replaced with items of equal or better function and
quality);


 


(3)         not
engage in or knowingly permit, and shall take appropriate measures to prevent and abate or cease and desist, any illegal activities
at the Mortgaged Property that could endanger tenants or visitors, result in damage to the Mortgaged Property, result in forfeiture
of the Land or otherwise materially impair the lien created by the Security Instrument or Lender’s interest in the Mortgaged
Property;


 


(4)         not
permit any condition to exist on the Mortgaged Property that would invalidate any part of any insurance coverage required by this
Loan Agreement; or


 




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(5)         not
subject the Mortgaged Property to any voluntary, elective, or non-compulsory tax lien or assessment (or opt in to any voluntary,
elective, or non-compulsory special tax district or similar regime).


 


(d)          Property
Inspections.


 


Borrower shall:


 


(1)         permit
Lender, its agents, representatives, and designees to enter upon and inspect the Mortgaged Property (including in connection with
any Replacement or Repair, or to conduct any Environmental Inspection pursuant to the Environmental Indemnity Agreement), and shall
cooperate and provide access to all areas of the Mortgaged Property (subject to the rights of tenants under the Leases):


 


(A)         during
normal business hours;


 


(B)         at
such other reasonable time upon reasonable notice of not less than one (1) Business Day;


 


(C)         at
any time when exigent circumstances exist; or


 


(D)         at
any time after an Event of Default has occurred and is continuing; and


 


(2)         pay
for reasonable costs or expenses incurred by Lender or its agents in connection with any such inspections.


 


(e)          Compliance
with Laws.


 


Borrower shall:


 


(1)         comply
with all laws, ordinances, statutes, rules, and regulations of any Governmental Authority and all recorded lawful covenants and
agreements relating to or affecting the Mortgaged Property, including all laws, ordinances, statutes, rules and regulations, and
covenants pertaining to construction of improvements on the Land, fair housing, and requirements for equal opportunity, anti-discrimination,
and Leases;


 


(2)         procure
and maintain all required permits, licenses, charters, registrations, and certificates necessary to comply with all zoning and
land use statutes, laws, ordinances, rules and regulations, and all applicable health, fire, safety, and building codes and for
the lawful use and operation of the Mortgaged Property, including certificates of occupancy, apartment licenses, or the equivalent;


 


(3)         comply
with all applicable laws that pertain to the maintenance and disposition of tenant security deposits;


 


(4)         at
all times maintain records sufficient to demonstrate compliance with the provisions of this Section 6.02(e); and


 




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(5)         promptly
after receipt or notification thereof, provide Lender copies of any building code or zoning violation from any Governmental Authority
with respect to the Mortgaged Property.


 


Section 6.03         Mortgage
Loan Administration Matters Regarding the Property.


 


(a)          Property
Management.


 


From and after the
Effective Date, each property manager and each property management agreement must be approved by Lender. If, in connection with
the making of the Mortgage Loan, or at any later date, Lender waives in writing the requirement that Borrower enter into a written
contract for management of the Mortgaged Property, and Borrower later elects to enter into a written contract or change the management
of the Mortgaged Property, such new property manager or the property management agreement must be approved by Lender. As a condition
to any approval by Lender, Lender may require that Borrower and such new property manager enter into a collateral assignment of
the property management agreement on a form approved by Lender.


 


(b)          Subordination
of Fees to Affiliated Property Managers.


 


Any property manager
that is a Borrower Affiliate to whom fees are payable for the management of the Mortgaged Property must enter into an assignment
of management agreement or other agreement with Lender, in a form approved by Lender, providing for subordination of those fees
and such other provisions as Lender may require.


 


(c)          Property
Condition Assessment.


 


If, in connection with
any inspection of the Mortgaged Property, Lender determines that the condition of the Mortgaged Property has deteriorated (ordinary
wear and tear excepted) since the Effective Date, Lender may obtain, at Borrower’s expense, a property condition assessment
of the Mortgaged Property. Lender’s right to obtain a property condition assessment pursuant to this Section 6.03(c) shall
be in addition to any other rights available to Lender under this Loan Agreement in connection with any such deterioration. Any
such inspection or property condition assessment may result in Lender requiring Additional Lender Repairs or Additional Lender
Replacements as further described in Section 13.02(a)(9)(B).


  


ARTICLE
7 - LEASES AND RENTS


 


Section 7.01         Representations
and Warranties.


 


The representations
and warranties made by Borrower to Lender in this Section 7.01 are made as of the Effective Date and are true and correct except
as disclosed on the Exceptions to Representations and Warranties Schedule.


  


(a)          Prior
Assignment of Rents.


 


Borrower has not executed
any:


 


(1)         prior
assignment of Rents (other than an assignment of Rents securing prior indebtedness that has been paid off and discharged or will
be paid off and discharged with the proceeds of the Mortgage Loan); or


 






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(2)         instrument
which would prevent Lender from exercising its rights under this Loan Agreement or the Security Instrument.


 


(b)          Prepaid
Rents.


 


Borrower has not accepted,
and does not expect to receive prepayment of, any Rents for more than two (2) months prior to the due dates of such Rents.


 


Section 7.02         Covenants.


 


(a)          Leases.


 


Borrower shall:


 


(1)         comply
with and observe Borrower’s obligations under all Leases, including Borrower’s obligations pertaining to the maintenance
and disposition of tenant security deposits;


 


(2)         surrender
possession of the Mortgaged Property, including all Leases and all security deposits and prepaid Rents, immediately upon appointment
of a receiver or Lender’s entry upon and taking of possession and control of the Mortgaged Property, as applicable;


 


(3)         require
that all Residential Leases have initial lease terms of not less than six (6) months and not more than twenty-four (24) months
(notwithstanding the foregoing, Residential Leases with initial terms of less than six (6) months, but not less than one (1) month,
shall be permitted for up to ten percent (10%) of the units at the Mortgaged Property without Lender’s Consent; however,
if customary in the applicable market for properties comparable to the Mortgaged Property, more than ten percent (10%) of the Residential
Leases with terms of less than six (6) months (but in no case less than one (1) month) may be permitted with Lender’s prior
written consent); and


 


(4)         promptly
provide Lender a copy of any non-Residential Lease at the time such Lease is executed (subject to Lender’s consent rights
for Material Commercial Leases in Section 7.02(b)) and, upon Lender’s written request, promptly provide Lender a copy of
any Residential Lease then in effect.


 


(b)          Commercial
Leases.


 


(1)         With
respect to Material Commercial Leases, Borrower shall not:


 


(A)         enter
into any Material Commercial Lease except with the prior written consent of Lender; or


 


(B)         modify
the terms of, extend, or terminate any Material Commercial Lease (including any Material Commercial Lease in existence on the Effective
Date) without the prior written consent of Lender.


 






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(2)         With
respect to any non-Material Commercial Lease, Borrower shall not:


 


(A)         enter
into any non-Material Commercial Lease that materially alters the use and type of operation of the premises subject to the Lease
in effect as of the Effective Date or reduces the number or size of residential units at the Mortgaged Property; or


 


(B)         modify
the terms of any non-Material Commercial Lease (including any non-Material Commercial Lease in existence on the Effective Date)
in any way that materially alters the use and type of operation of the premises subject to such non-Material Commercial Lease in
effect as of the Effective Date, reduces the number or size of residential units at the Mortgaged Property, or results in such
non-Material Commercial Lease being deemed a Material Commercial Lease.


 


(3)         With
respect to any Material Commercial Lease or non-Material Commercial Lease, Borrower shall cause the applicable tenant to provide
within ten (10) days after a request by Borrower, a certificate of estoppel, or
if not provided by tenant within such ten (10) day period, Borrower shall provide
such certificate of estoppel, certifying:


 


(A)         that
such Material Commercial Lease or non-Material Commercial Lease is unmodified and in full force and effect (or if there have been
modifications, that such Material Commercial Lease or non-Material Commercial Lease is in full force and effect as modified and
stating the modifications);


 


(B)         the
term of the Lease including any extensions thereto;


 


(C)         the
dates to which the Rent and any other charges hereunder have been paid by tenant;


 


(D)         the
amount of any security deposit delivered to Borrower as landlord;


 


(E)         whether
or not Borrower is in default (or whether any event or condition exists which, with the passage of time, would constitute an event
of default) under such Lease;


 


(F)         the
address to which notices to tenant should be sent; and


 


(G)         any
other information as may be reasonably required by Lender.


  


(c)          Payment
of Rents.


 


Borrower shall:


 


(1)         pay
to Lender upon demand all Rents after an Event of Default has occurred and is continuing;


 


(2)         cooperate
with Lender’s efforts in connection with the assignment of Rents set forth in the Security Instrument; and


 






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(3)         not
accept Rent under any Lease (whether a Residential Lease or a non-Residential Lease) for more than two (2) months in advance.


 


(d)          Assignment
of Rents.


 


Borrower shall not:


 


(1)         perform
any acts nor execute any instrument that would prevent Lender from exercising its rights under the assignment of Rents granted
in the Security Instrument or in any other Loan Document; nor


 


(2)         interfere
with Lender’s collection of such Rents.


 


(e)          Further
Assignments of Leases and Rents.


 


Borrower shall execute
and deliver any further assignments of Leases and Rents as Lender may reasonably require.


 


(f)          Options
to Purchase by Tenants.


 


No Lease (whether a
Residential Lease or a non-Residential Lease) shall contain an option to purchase, right of first refusal to purchase or right
of first offer to purchase, except as required by applicable law.


 


Section 7.03         Mortgage
Loan Administration Regarding Leases and Rents.


 


(a)          Material
Commercial Lease Requirements.


 


Each Material Commercial
Lease, including any renewal or extension of any Material Commercial Lease in existence as of the Effective Date, shall provide,
directly or pursuant to a subordination, non-disturbance and attornment agreement approved by Lender, that:


 


(1)         the
tenant shall, upon written notice from Lender after the occurrence of an Event of Default, pay all Rents payable under such Lease
to Lender;


 


(2)         such
Lease and all rights of the tenant thereunder are expressly subordinate to the lien of the Security Instrument;


  


(3)         the
tenant shall attorn to Lender and any purchaser at a Foreclosure Event (such attornment to be self-executing and effective upon
acquisition of title to the Mortgaged Property by any purchaser at a Foreclosure Event or by Lender in any manner);


 


(4)         the
tenant agrees to execute such further evidences of attornment as Lender or any purchaser at a Foreclosure Event may from time to
time request; and


 


(5)         such
Lease shall not terminate as a result of a Foreclosure Event unless Lender or any other purchaser at such Foreclosure Event affirmatively
elects to terminate such Lease pursuant to the terms of the subordination, non-disturbance and attornment agreement.


 



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(b)          Residential
Lease Form.


 


All Residential Leases
entered into from and after the Effective Date shall be on forms approved by Lender.


  


ARTICLE
8 - BOOKS AND RECORDS; FINANCIAL REPORTING


 


Section 8.01         Representations
and Warranties.


 


The representations
and warranties made by Borrower to Lender in this Section 8.01 are made as of the Effective Date and are true and correct except
as disclosed on the Exceptions to Representations and Warranties Schedule.


 


(a)          Financial
Information.


 


All financial statements
and data, including statements of cash flow and income and operating expenses, that have been delivered to Lender in respect of
the Mortgaged Property:


 


(1)         are
true, complete, and correct in all material respects; and


 


(2)         accurately
represent the financial condition of the Mortgaged Property as of such date.


 


(b)          No
Change in Facts or Circumstances.


 


All information in
the Loan Application and in all financial statements, rent rolls, reports, certificates, and other documents submitted in connection
with the Loan Application are complete and accurate in all material respects. There has been no material adverse change in any
fact or circumstance that would make any such information incomplete or inaccurate.


 


Section 8.02         Covenants.


 


(a)          Obligation
to Maintain Accurate Books and Records.


 


Borrower shall keep
and maintain at all times at the Mortgaged Property or the property management agent’s offices or Borrower’s General
Business Address and, upon Lender’s written request, shall make available at the Land:


 


(1)         complete
and accurate books of account and records (including copies of supporting bills and invoices) adequate to reflect correctly the
operation of the Mortgaged Property; and


 


(2)         copies
of all written contracts, Leases, and other instruments that affect Borrower or the Mortgaged Property.


 


(b)          Items
to Furnish to Lender.


 


Borrower shall furnish
to Lender the following, certified as true, complete, and accurate in all material respects, by an individual having authority
to bind Borrower (or Guarantor, as applicable), in such form and with such detail as Lender reasonably requires:


 






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(1)         within
forty-five (45) days after the end of each first, second, and third calendar quarter, a statement of income and expenses for
Borrower on a year-to-date basis as of the end of each calendar quarter;


 


(2)         within
one hundred twenty (120) days after the end of each calendar year:


 


(A)         for
any Borrower and any Guarantor that is an entity, a statement of income and expenses and a statement of cash flows for such calendar
year;


 


(B)         for
any Borrower and any Guarantor that is an individual, or a trust established for estate-planning purposes, a personal financial
statement for such calendar year;


 


(C)         when
requested in writing by Lender, balance sheet(s) showing all assets and liabilities of Borrower and Guarantor and a statement of
all contingent liabilities as of the end of such calendar year;


 


(D)         a
written certification ratifying and affirming that:


 


(i)          Borrower
has taken no action in violation of Section 4.02(d) regarding its single asset status;


 


(ii)         Borrower
has received no notice of any building code violation, or if Borrower has received such notice, evidence of remediation;


 


(iii)        Borrower
has made no application for rezoning nor received any notice that the Mortgaged Property has been or is being rezoned; and


 


(iv)        Borrower
has taken no action and has no knowledge of any action that would violate the provisions of Section 11.02(b)(1)(F) regarding liens
encumbering the Mortgaged Property;


 


(E)         an
accounting of all security deposits held pursuant to all Leases, including the name of the institution (if any) and the names and
identification numbers of the accounts (if any) in which such security deposits are held and the name of the person to contact
at such financial institution, along with any authority or release necessary for Lender to access information regarding such accounts;
and


 


(F)         written
confirmation of:


 


(i)          any
changes occurring since the Effective Date (or that no such changes have occurred since the Effective Date) in (1) the direct owners
of Borrower, (2) the indirect owners (and any non-member managers) of Borrower that Control Borrower (excluding any Publicly-Held
Corporations or Publicly-Held Trusts), or (3) the indirect owners of Borrower that hold twenty-five percent (25%) or more
of the ownership interests in Borrower (excluding any Publicly-Held Corporations or Publicly-Held Trusts), and their respective
interests;


 






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(ii)         the
names of all officers and directors of (1) any Borrower which is a corporation, (2) any corporation which is a general partner
of any Borrower which is a partnership, or (3) any corporation which is the managing member or non-member manager of any Borrower
which is a limited liability company; and


 


(iii)        the
names of all managers who are not members of (i) any Borrower which is a limited liability company, (ii) any limited liability
company which is a general partner of any Borrower which is a partnership, or (iii) any limited liability company which is the
managing member or non-member manager of any Borrower which is a limited liability company; and


 


(G)         if
not already provided pursuant to Section 8.02(b)(2)(A) above, a statement of income and expenses for Borrower’s operation
of the Mortgaged Property on a year-to-date basis as of the end of each calendar year;


 


(3)         within
forty-five (45) days after the end of each first, second, and third calendar quarter and within one hundred twenty (120)
days after the end of each calendar year, and at any other time upon Lender’s written request, a rent schedule for the Mortgaged
Property showing the name of each tenant and for each tenant, the space occupied, the lease expiration date, the rent payable for
the current month, the date through which rent has been paid, and any related information requested by Lender; and


 


(4)         upon
Lender’s written request (but, absent an Event of Default, no more frequently than once in any six (6) month period):


 


(A)         any
item described in Section 8.02(b)(1) or Section 8.02(b)(2) for Borrower, certified as true, complete, and accurate by an individual
having authority to bind Borrower;


 


(B)         a
property management or leasing report for the Mortgaged Property, showing the number of rental applications received from tenants
or prospective tenants and deposits received from tenants or prospective tenants, and any other information requested by Lender;


  


(C)         a
statement of income and expenses for Borrower’s operation of the Mortgaged Property on a year-to-date basis as of the end
of each month for such period as requested by Lender, which statement shall be delivered within thirty (30) days after the
end of such month requested by Lender;


 


(D)         a
statement of real estate owned directly or indirectly by Borrower and Guarantor for such period as requested by Lender, which statement(s)
shall be delivered within thirty (30) days after the end of such month requested by Lender; and


 


(E)         a
statement that identifies:


 


(i)          the
direct owners of Borrower and their respective interests;


 






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(ii)         the
indirect owners (and any non-member managers) of Borrower that Control Borrower (excluding any Publicly-Held Corporations or Publicly-Held
Trusts) and their respective interests; and


 


(iii)        the
indirect owners of Borrower that hold twenty-five percent (25%) or more of the ownership interests in Borrower (excluding
any Publicly-Held Corporations or Publicly-Held Trusts) and their respective interests.


 


(c)          Audited
Financials.


 


In the event Borrower
or Guarantor receives or obtains any audited financial statements and such financial statements are required to be delivered to
Lender under Section 8.02(b), Borrower shall deliver or cause to be delivered to Lender the audited versions of such financial
statements.


 


(d)          Delivery
of Books and Records.


 


If an Event of Default
has occurred and is continuing, Borrower shall deliver to Lender, upon written demand, all books and records relating to the Mortgaged
Property or its operation.


 


Section 8.03         Mortgage
Loan Administration Matters Regarding Books and Records and Financial Reporting.


 


(a)          Lender’s
Right to Obtain Audited Books and Records.


 


Lender may require
that Borrower’s or Guarantor’s books and records be audited, at Borrower’s expense, by an independent certified
public accountant selected by Lender in order to produce or audit any statements, schedules, and reports of Borrower, Guarantor,
or the Mortgaged Property required by Section 8.02, if:


 


(1)         Borrower
or Guarantor fails to provide in a timely manner the statements, schedules, and reports required by Section 8.02 and, thereafter,
Borrower or Guarantor fails to provide such statements, schedules, and reports within the cure period provided in Section 14.01(c);


   


(2)         the
statements, schedules, and reports submitted to Lender pursuant to Section 8.02 are not full, complete, and accurate in all material
respects as determined by Lender and, thereafter, Borrower or Guarantor fails to provide such statements, schedules, and reports
within the cure period provided in Section 14.01(c); or


 


(3)         an
Event of Default has occurred and is continuing.


 


Notwithstanding the
foregoing, the ability of Lender to require the delivery of audited financial statements shall be limited to not more than once
per Borrower’s fiscal year so long as no Event of Default has occurred during such fiscal year (or any event which, with
the giving of written notice or the passage of time, or both, would constitute an Event of Default has occurred and is continuing).
Borrower shall cooperate with Lender in order to satisfy the provisions of this Section 8.03(a). All related costs and expenses
of Lender shall become immediately due and payable by Borrower within ten (10) Business Days after demand therefor.


 






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(b)          Credit
Reports; Credit Score.


 


No more often than
once in any twelve (12) month period, Lender is authorized to obtain a credit report (if applicable) on Borrower or Guarantor,
the cost of which report shall be paid by Borrower. Lender is authorized to obtain a Credit Score (if applicable) for Borrower
or Guarantor at any time at Lender’s expense.


 





ARTICLE
9 - INSURANCE


 


Section 9.01         Representations
and Warranties.


 


The representations
and warranties made by Borrower to Lender in this Section 9.01 are made as of the Effective Date and are true and correct except
as disclosed on the Exceptions to Representations and Warranties Schedule.


 


(a)          Compliance
with Insurance Requirements.


 


Borrower is in compliance
with Lender’s insurance requirements (or has obtained a written waiver from Lender for any non-compliant coverage) and has
timely paid all premiums on all required insurance policies.


 


(b)          Property
Condition.


 


(1)         The
Mortgaged Property has not been damaged by fire, water, wind, or other cause of loss; or


 


(2)         if
previously damaged, any previous damage to the Mortgaged Property has been repaired and the Mortgaged Property has been fully restored.


  


Section 9.02         Covenants.


 


(a)          Insurance
Requirements.


 


(1)         As
required by Lender and applicable law, and as may be modified from time to time, Borrower shall:


 


(A)         keep
the Improvements insured at all times against any hazards, which insurance shall include coverage against loss by fire and all
other perils insured by the “special causes of loss” coverage form, general boiler and machinery coverage, business
income coverage, and flood (if any of the Improvements are located in an area identified by the Federal Emergency Management Agency
(or any successor) as an area having special flood hazards and to the extent flood insurance is available in that area), and may
include sinkhole insurance, mine subsidence insurance, earthquake insurance, terrorism insurance, windstorm insurance and, if the
Mortgaged Property does not conform to applicable building, zoning, or land use laws, ordinance, and law coverage;


 


(B)         maintain
at all times commercial general liability insurance, workmen’s compensation insurance, and such other liability, errors and
omissions, and fidelity insurance coverage; and


 






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(C)         maintain
builder’s risk and public liability insurance, and other insurance in connection with completing the Repairs or Replacements,
as applicable.


 


(b)          Delivery
of Policies, Renewals, Notices, and Proceeds.


 


Borrower shall:


 


(1)         cause
all insurance policies (including any policies not otherwise required by Lender) which can be endorsed with standard non-contributing,
non-reporting mortgagee clauses making loss payable to Lender (or Lender’s assigns) to be so endorsed;


 


(2)         promptly
deliver to Lender a copy of all renewal and other notices received by Borrower with respect to the policies and all receipts for
paid premiums;


 


(3)         deliver
evidence, in form and content acceptable to Lender, that each required insurance policy under this Article 9 has been renewed not
less than fifteen (15) days prior to the applicable expiration date, and (if such evidence is other than an original or duplicate
original of a renewal policy) deliver the original or duplicate original of each renewal policy (or such other evidence of insurance
as may be required by or acceptable to Lender) in form and content acceptable to Lender within ninety (90) days after the
applicable expiration date of the original insurance policy;


 


(4)         provide
immediate written notice to the insurance company and to Lender of any event of loss;


 


(5)         execute
such further evidence of assignment of any insurance proceeds as Lender may require; and


  


(6)         provide
immediate written notice to Lender of Borrower’s receipt of any insurance proceeds under any insurance policy required by
Section 9.02(a)(1) above and, if requested by Lender, deliver to Lender all of such proceeds received by Borrower to be applied
by Lender in accordance with this Article 9.


 


Section 9.03         Mortgage
Loan Administration Matters Regarding Insurance


 


(a)          Lender’s
Ongoing Insurance Requirements.


 


Borrower acknowledges
that Lender’s insurance requirements may change from time to time. All insurance policies and renewals of insurance policies
required by this Loan Agreement shall be:


 


(1)         in
the form and with the terms required by Lender;


 


(2)         in
such amounts, with such maximum deductibles and for such periods required by Lender; and


 


(3)         issued
by insurance companies satisfactory to Lender.


 






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Borrower
acknowledges that any failure OF BORROWER to comply with THE REQUIREMENTS SET FORTH IN SECTION 9.02(a)
or SECTION 9.02(b)(3) above shall permit lender to purchase the applicable
insurance at Borrower’s cost. Such insurance may, but need not, protect Borrower’s
interests. The coverage that Lender purchases may not pay any claim that Borrower makes or any claim that is made against Borrower
in connection with the Mortgaged Property. If Lender purchases insurance for the Mortgaged Property as permitted hereunder, Borrower
will be responsible for the costs of that insurance, including interest at the Default Rate and any other charges Lender may impose
in connection with the placement of the insurance until the effective date of the cancellation or the expiration of the insurance.
The costs of the insurance shall be added to Borrower’s total outstanding balance or obligation and shall constitute additional
Indebtedness. The costs of the insurance may be more than the cost of insurance Borrower may be able to obtain on its own. Borrower
may later cancel any insurance purchased by Lender, but only after providing evidence that Borrower has obtained insurance as required
by this Loan Agreement and the other Loan Documents.


 


(b)          Application
of Proceeds on Event of Loss.


 


(1)         Upon
an event of loss, Lender may, at Lender’s option:


 


(A)         hold
such proceeds to be applied to reimburse Borrower for the cost of Restoration (in accordance with Lender’s then-current policies
relating to the restoration of casualty damage on similar multifamily residential properties); or


 


(B)         apply
such proceeds to the payment of the Indebtedness, whether or not then due; provided, however, Lender shall not apply
insurance proceeds to the payment of the Indebtedness and shall permit Restoration pursuant to Section 9.03(b)(1)(A) if all of
the following conditions are met:


 


(i)          no
Event of Default has occurred and is continuing (or any event which, with the giving of written notice or the passage of
time, or both, would constitute an Event of Default has occurred and is continuing);


 


(ii)         Lender
determines that the combination of insurance proceeds and amounts provided by Borrower will be sufficient funds to complete the
Restoration;


 


(iii)        Lender
determines that the net operating income generated by the Mortgaged Property after completion of the Restoration will be sufficient
to support a debt service coverage ratio not less than the debt service coverage ratio immediately prior to the event of loss,
but in no event less than 1.0x (the debt service coverage ratio shall be calculated on a thirty (30) year amortizing basis
(if applicable, on a proforma basis approved by Lender) in all events and shall include all operating costs and other
expenses, Imposition Deposits, deposits to Collateral Accounts, and Mortgage Loan repayment obligations);


 






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(iv)        Lender
determines that the Restoration will be completed before the earlier of (1) one year before the stated Maturity Date, or (2)
one year after the date of the loss or casualty; and


 


(v)         Borrower
provides Lender, upon written request, evidence of the availability during and after the Restoration of the insurance required
to be maintained by Borrower pursuant to this Loan Agreement.


 


After the completion
of Restoration in accordance with the above requirements, as determined by Lender, the balance, if any, of such proceeds shall
be returned to Borrower.


 


(2)         Notwithstanding
the foregoing, if any loss is estimated to be in an amount equal to or less than $50,000, Lender shall not exercise its rights
and remedies as power-of-attorney herein and shall allow Borrower to make proof of loss, to adjust and compromise any claims under
policies of property damage insurance, to appear in and prosecute any action arising from such policies of property damage insurance,
and to collect and receive the proceeds of property damage insurance; provided that each of the following conditions
shall be satisfied:


 


(A)         Borrower
shall immediately notify Lender of the casualty giving rise to the claim;


 


(B)         no
Event of Default has occurred and is continuing (or any event which, with the giving of written notice or the passage of
time, or both, would constitute an Event of Default has occurred and is continuing);


  


(C)         the
Restoration will be completed before the earlier of (i) one year before the stated Maturity Date, or (ii) one year after the date
of the loss or casualty;


 


(D)         Lender
determines that the combination of insurance proceeds and amounts provided by Borrower will be sufficient funds to complete the
Restoration;


 


(E)         all
proceeds of property damage insurance shall be issued in the form of joint checks to Borrower and Lender;


 


(F)         all
proceeds of property damage insurance shall be applied to the Restoration;


 


(G)         Borrower
shall deliver to Lender evidence satisfactory to Lender of completion of the Restoration and obtainment of all lien releases;


 


(H)         Borrower
shall have complied to Lender’s satisfaction with the foregoing requirements on any prior claims subject to this provision,
if any; and


 






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(I)         Lender
shall have the right to inspect the Mortgaged Property (subject to the rights of tenants under the Leases).


 


(3)         If
Lender elects to apply insurance proceeds to the Indebtedness in accordance with the terms of this Loan Agreement, Borrower shall
not be obligated to restore or repair the Mortgaged Property. Rather, Borrower shall restrict access to the damaged portion of
the Mortgaged Property and, at its expense and regardless of whether such costs are covered by insurance, clean up any debris resulting
from the casualty event, and, if required or otherwise permitted by Lender, demolish or raze any remaining part of the damaged
Mortgaged Property to the extent necessary to keep and maintain the Mortgaged Property in a safe, habitable, and marketable condition.
Nothing in this Section 9.03(b) shall affect any of Lender’s remedial rights against Borrower in connection with a breach
by Borrower of any of its obligations under this Loan Agreement or under any Loan Document, including any failure to timely pay
Monthly Debt Service Payments or maintain the insurance coverage(s) required by this Loan Agreement.


 


(c)          Payment
Obligations Unaffected.


 


The application of
any insurance proceeds to the Indebtedness shall not extend or postpone the Maturity Date, or the due date or the full payment
of any Monthly Debt Service Payment, Monthly Replacement Reserve Deposit, or any other installments referred to in this Loan Agreement
or in any other Loan Document. Notwithstanding the foregoing, if Lender applies insurance proceeds to the Indebtedness in connection
with a casualty of less than the entire Mortgaged Property, and after such application of proceeds the debt service coverage ratio
(as determined by Lender) is less than 1.25x based on the then-applicable Monthly Debt Service Payment and the anticipated on-going
net operating income of the Mortgaged Property after such casualty event, then Lender may, at its discretion, permit an adjustment
to the Monthly Debt Service Payments that become due and owing thereafter, based on Lender’s then-current underwriting requirements.
In no event shall the preceding sentence obligate Lender to make any adjustment to the Monthly Debt Service Payments.


  


(d)          Foreclosure
Sale.


 


If the Mortgaged Property
is transferred pursuant to a Foreclosure Event or Lender otherwise acquires title to the Mortgaged Property, Borrower acknowledges
that Lender shall automatically succeed to all rights of Borrower in and to any insurance policies and unearned insurance premiums
applicable to the Mortgaged Property and in and to the proceeds resulting from any damage to the Mortgaged Property prior to such
Foreclosure Event or such acquisition.


 


(e)          Appointment
of Lender as Attorney-In-Fact.


 


Borrower hereby authorizes
and appoints Lender as attorney-in-fact pursuant to Section 14.03(c).


 






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ARTICLE
10 - CONDEMNATION


 


Section 10.01         Representations
and Warranties.


 


The representations
and warranties made by Borrower to Lender in this Section 10.01 are made as of the Effective Date and are true and correct except
as disclosed on the Exceptions to Representations and Warranties Schedule.


 


(a)          Prior
Condemnation Action.


 


No part of the Mortgaged
Property has been taken in connection with a Condemnation Action.


 


(b)          Pending
Condemnation Actions.


 


No Condemnation Action
is pending nor, to Borrower’s knowledge, is threatened for the partial or total condemnation or taking of the Mortgaged Property.


 


Section 10.02         Covenants.


 


(a)          Notice
of Condemnation.


 


Borrower shall:


 


(1)         promptly
notify Lender of any Condemnation Action of which Borrower has knowledge;


 


(2)         appear
in and prosecute or defend, at its own cost and expense, any action or proceeding relating to any Condemnation Action, including
any defense of Lender’s interest in the Mortgaged Property tendered to Borrower by Lender, unless otherwise directed by Lender
in writing; and


 


(3)         execute
such further evidence of assignment of any condemnation award in connection with a Condemnation Action as Lender may require.


  


(b)          Condemnation
Proceeds.


 


Borrower shall pay
to Lender all awards or proceeds of a Condemnation Action promptly upon receipt.


 


Section 10.03         Mortgage
Loan Administration Matters Regarding Condemnation.


 


(a)          Application
of Condemnation Awards.


 


Lender may apply any
awards or proceeds of a Condemnation Action, after the deduction of Lender’s expenses incurred in the collection of such
amounts, to:


 


(1)         the
restoration or repair of the Mortgaged Property, if applicable;


 


(2)         the
payment of the Indebtedness, with the balance, if any, paid to Borrower; or


 






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(3)         Borrower.


 


(b)          Payment
Obligations Unaffected.


 


The application of
any awards or proceeds of a Condemnation Action to the Indebtedness shall not extend or postpone the Maturity Date, or the due
date or the full payment of any Monthly Debt Service Payment, Monthly Replacement Reserve Deposit, or any other installments referred
to in this Loan Agreement or in any other Loan Document.


 


(c)          Appointment
of Lender as Attorney-In-Fact.


 


Borrower hereby authorizes
and appoints Lender as attorney-in-fact pursuant to Section 14.03(c).


 


(d)          Preservation
of Mortgaged Property.


 


If a Condemnation Action
results in or from damage to the Mortgaged Property and Lender elects to apply the proceeds or awards from such Condemnation Action
to the Indebtedness in accordance with the terms of this Loan Agreement, Borrower shall not be obligated to restore or repair the
Mortgaged Property. Rather, Borrower shall restrict access to any portion of the Mortgaged Property which has been damaged or destroyed
in connection with such Condemnation Action and, at Borrower’s expense and regardless of whether such costs are covered by
insurance, clean up any debris resulting in or from the Condemnation Action, and, if required by any Governmental Authority or
otherwise permitted by Lender, demolish or raze any remaining part of the damaged Mortgaged Property to the extent necessary to
keep and maintain the Mortgaged Property in a safe, habitable, and marketable condition. Nothing in this Section 10.03(d) shall
affect any of Lender’s remedial rights against Borrower in connection with a breach by Borrower of any of its obligations
under this Loan Agreement or under any Loan Document, including any failure to timely pay Monthly Debt Service Payments or maintain
the insurance coverage(s) required by this Loan Agreement.


  


ARTICLE
11 - LIENS, TRANSFERS, AND ASSUMPTIONS


 


Section 11.01         Representations
and Warranties.


 


The representations
and warranties made by Borrower to Lender in this Section 11.01 are made as of the Effective Date and are true and correct except
as disclosed on the Exceptions to Representations and Warranties Schedule.


 


(a)          No
Labor or Materialmen’s Claims.


 


All parties furnishing
labor and materials on behalf of Borrower have been paid in full. There are no mechanics’ or materialmen’s liens (whether
filed or unfiled) outstanding for work, labor, or materials (and no claims or work outstanding that under applicable law could
give rise to any such mechanics’ or materialmen’s liens) affecting the Mortgaged Property, whether prior to, equal
with, or subordinate to the lien of the Security Instrument.


 






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(b)          No
Other Interests.


 


No Person:


 


(1)         other
than Borrower has any possessory ownership or interest in the Mortgaged Property or right to occupy the same except under and pursuant
to the provisions of existing Leases, the material terms of all such Leases having been previously disclosed in writing to Lender;
nor


 


(2)         has
an option, right of first refusal, or right of first offer (except as required by applicable law) to purchase the Mortgaged Property,
or any interest in the Mortgaged Property.


 


Section 11.02         Covenants.


 


(a)          Liens;
Encumbrances.


 


Borrower shall not
permit the grant, creation, or existence of any Lien, whether voluntary, involuntary, or by operation of law, on all or any portion
of the Mortgaged Property (including any voluntary, elective, or non-compulsory tax lien or assessment pursuant to a voluntary,
elective, or non-compulsory special tax district or similar regime) other than:


 


(1)         Permitted
Encumbrances;


 


(2)         the
creation of:


 


(A)         any
tax lien, municipal lien, utility lien, mechanics’ lien, materialmen’s lien, or judgment lien against the Mortgaged
Property if bonded off, released of record, or otherwise remedied to Lender’s satisfaction within sixty (60) days after
the earlier of the date Borrower has actual notice or constructive notice of the existence of such lien; or


 


(B)         any
mechanics’ or materialmen’s liens which attach automatically under the laws of any Governmental Authority upon the
commencement of any work upon, or delivery of any materials to, the Mortgaged Property and for which Borrower is not delinquent
in the payment for any such work or materials; and


 


(3)         the
lien created by the Loan Documents.


 


(b)          Transfers.


 


(1)         Mortgaged
Property.


 


Borrower
shall not Transfer, or cause or permit a Transfer of, all or any part of the Mortgaged Property (including any interest in the
Mortgaged Property) other than:


 


(A)         a
Transfer to which Lender has consented in writing;


 


(B)         Leases
permitted pursuant to the Loan Documents;


 


(C)         [reserved];


 






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(D)         a
Transfer of obsolete or worn out Personalty or Fixtures that are contemporaneously replaced by items of equal or better function
and quality which are free of Liens (other than those created by the Loan Documents);


 


(E)         the
grant of an easement, servitude, or restrictive covenant to which Lender has consented, and Borrower has paid to Lender, upon demand,
all costs and expenses incurred by Lender in connection with reviewing Borrower’s request. Notwithstanding the foregoing,
Borrower shall be permitted to grant an easement over the Mortgaged Property to a publicly operated or private franchise utility
where (a) such easement is between Borrower and the utility, (b) the granting of such easement does not affect Borrower’s
access to the Mortgaged Property or the use of any easements or amenities which benefit the Mortgaged Property, (c) the granting
of such easement does not result in the loss of the use of any units, (d) the granting of such easement does not result in an effect
on the Mortgaged Property’s value or marketability, or on the health or safety of the tenants under any Residential Leases,
that is adverse in any meaningful way, and (e) the consideration paid to Borrower (which consideration may be retained by Borrower
as provided in the following sentence), after deducting Borrower’s costs and expenses incurred in connection with the granting
of such easement, is less than $250 per individual dwelling unit. Prior to the granting of an easement described in the immediately
preceding sentence, Borrower shall (x) provide Lender with copies of the utility easement, for Lender’s review and approval,
which approval shall not be unreasonably withheld, conditioned or delayed, and, (y) deliver evidence reasonably satisfactory to
Lender that conditions in subsections (a) through (e) have been met. So long as no Event of Default exists, any compensation received
from the easement holder shall be paid: first, to cover the expenses of recording the easement; second, to reimburse or pay Lender’s
out of pocket expenses incurred by Lender in connection with its review of the easement in accordance with this Section 11.02(b)(1)(E);
third, if applicable, to pay the cost to repair or restore any portion of the Mortgaged Property damaged as a result of the exercise
of the rights granted by easement holder, to the extent not paid directly by such easement holder, and fourth, to Borrower for
its own account; provided, that in the event any compensation to be retained by the Borrower in accordance with this provision
exceeds $250 per dwelling unit (after deducting Borrower’s costs and expenses incurred in connection with the granting of
such easement), such amounts shall be deposited in the Replacement Reserve;


  


(F)         a
lien permitted pursuant to Section 11.02(a) of this Loan Agreement; or


 


(G)         the
conveyance of the Mortgaged Property following a Foreclosure Event.


 


(2)         Interests
in Borrower, Key Principal, or Guarantor.


 


Other than
a Transfer to which Lender has consented in writing, Borrower shall not Transfer, or cause or permit to be Transferred:


 


(A)         any
direct or indirect ownership interest in Borrower, Key Principal, or Guarantor (if applicable) if such Transfer would cause a change
in Control;


 



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(B)         a
direct or indirect Restricted Ownership Interest in Borrower, Key Principal, or Guarantor (if applicable);


 


(C)         fifty
percent (50%) or more of Key Principal’s or Guarantor’s direct or indirect ownership interests in Borrower that
existed on the Effective Date (individually or on an aggregate basis);


 


(D)         the
economic benefits or rights to cash flows attributable to any ownership interests in Borrower, Key Principal, or Guarantor (if
applicable) separate from the Transfer of the underlying ownership interests if the Transfer of the underlying ownership interest
is prohibited by this Loan Agreement; or


 


(E)         a
Transfer to a new key principal or new guarantor (if such new key principal or guarantor is an entity), which entity has an organizational
existence termination date that ends before the Maturity Date.


 


Notwithstanding
the foregoing, if a Publicly-Held Corporation or a Publicly-Held Trust Controls Borrower, Key Principal, or Guarantor, or owns
a direct or indirect Restricted Ownership Interest in Borrower, Key Principal, or Guarantor, a Transfer of any ownership interests
in such Publicly-Held Corporation or Publicly-Held Trust shall not be prohibited under this Loan Agreement as long as (i) such
Transfer does not result in a conversion of such Publicly-Held Corporation or Publicly-Held Trust to a privately held entity, and
(ii) Borrower provides written notice to Lender not later than thirty (30) days thereafter of any such Transfer that results
in any Person owning ten percent (10%) or more of the ownership interests in such Publicly-Held Corporation or Publicly-Held
Trust.


 


(3)         Name
Change or Entity Conversion.


 


Lender shall
consent to Borrower changing its name, changing its jurisdiction of organization, or converting from one type of legal entity into
another type of legal entity for any lawful purpose, provided that Borrower shall not be permitted to convert to a Delaware Statutory
Trust, and provided further that:


 


(A)         Lender
receives written notice at least thirty (30) days prior to such change or conversion, which notice shall include organizational
charts that reflect the structure of Borrower both prior to and subsequent to such name change or entity conversion;


 


(B)         such
Transfer is not otherwise prohibited under the provisions of Section 11.02(b)(2);


 


(C)         Borrower
executes an amendment to this Loan Agreement and any other Loan Documents required by Lender documenting the name change or entity
conversion;


 






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(D)         Borrower
agrees and acknowledges, at Borrower’s expense, that (i) Borrower will execute and record in the land records any instrument
required by the Property Jurisdiction to be recorded to evidence such name change or entity conversion (or provide Lender with
written confirmation from the title company (via electronic mail or letter) that no such instrument is required), (ii) Borrower
will execute any additional documents required by Lender, including the amendment to this Loan Agreement, and allow such documents
to be recorded or filed in the land records of the Property Jurisdiction, (iii) Lender will obtain a “date down” endorsement
to the Lender’s Loan Policy (or obtain a new Loan Policy if a “date down” endorsement is not available in the
Property Jurisdiction), evidencing title to the Mortgaged Property being in the name of the successor entity and the Lien of the
Security Instrument against the Mortgaged Property, and (iv) Lender will file any required UCC-3 financing statement and make any
other filing deemed necessary to maintain the priority of its Liens on the Mortgaged Property; and


 


(E)         no
later than ten (10) days subsequent to such name change or entity conversion, Borrower shall provide Lender (i) the documentation
filed with the appropriate office in Borrower’s state of formation evidencing such name change or entity conversion, (ii)
copies of the organizational documents of Borrower, including any amendments, filed with the appropriate office in Borrower’s
state of formation reflecting the post-conversion Borrower name, form of organization, and structure, and (iii) if available, new
certificates of good standing or valid formation for Borrower.


 


(c)          No
Other Indebtedness.


 


Other than the Mortgage
Loan, Borrower shall not incur or be obligated at any time with respect to any loan or other indebtedness (except trade payables
as otherwise permitted in this Loan Agreement), including any indebtedness secured by a Lien on, or the cash flows from, the Mortgaged
Property.


 


(d)          No
Mezzanine Financing or Preferred Equity.


  


Neither Borrower nor
any direct or indirect owner of Borrower shall: (1) incur any Mezzanine Debt other than Permitted Mezzanine Debt; (2) issue any
Preferred Equity other than Permitted Preferred Equity; or (3) incur any similar indebtedness or issue any similar equity.


 


Section 11.03         Mortgage
Loan Administration Matters Regarding Liens, Transfers, and Assumptions


 


(a)          Assumption
of Mortgage Loan.


 


Lender shall consent
to a Transfer of the Mortgaged Property to and an assumption of the Mortgage Loan by a new borrower if each of the following conditions
is satisfied prior to the Transfer:


 


(1)         Borrower
has submitted to Lender all information required by Lender to make the determination required by this Section 11.03(a);


 


(2)         no
Event of Default has occurred and is continuing, and no event which, with the giving of written notice or the passage of time,
or both, would constitute an Event of Default has occurred and is continuing;


 






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(3)         Lender
determines that:


 


(A)         the
proposed new borrower, new key principal, and any other new guarantor fully satisfy all of Lender’s then-applicable borrower,
key principal, or guarantor eligibility, credit, management, and other loan underwriting standards, which shall include an analysis
of (i) the previous relationships between Lender and the proposed new borrower, new key principal, new guarantor, and any Person
in Control of them, and the organization of the new borrower, new key principal, and new guarantor (if applicable), and (ii) the
operating and financial performance of the Mortgaged Property, including physical condition and occupancy;


 


(B)         none
of the proposed new borrower, new key principal, and any new guarantor, or any owners of the proposed new borrower, new key principal,
and any new guarantor, are a Prohibited Person; and


 


(C)         none
of the proposed new borrower, new key principal, and any new guarantor (if any of such are entities) shall have an organizational
existence termination date that ends before the Maturity Date;


 


(4)         [reserved];


 


(5)         the
proposed new borrower has:


 


(A)         executed
an assumption agreement acceptable to Lender that, among other things, requires the proposed new borrower to assume and perform
all obligations of Borrower (or any other transferor), and that may require that the new borrower comply with any provisions of
any Loan Document that previously may have been waived by Lender for Borrower, subject to the terms of Section 11.03(g);


  


(B)         if
required by Lender, delivered to the Title Company for filing and/or recording in all applicable jurisdictions, all applicable
Loan Documents including the assumption agreement to correctly evidence the assumption and the confirmation, continuation, perfection,
and priority of the Liens created hereunder and under the other Loan Documents; and


 


(C)         delivered
to Lender a “date-down” endorsement to the Title Policy acceptable to Lender (or a new title insurance policy if a
“date-down” endorsement is not available);


 


(6)         one
or more individuals or entities acceptable to Lender as new guarantors have executed and delivered to Lender:


 


(A)         an
assumption agreement acceptable to Lender that requires the new guarantor to assume and perform all obligations of Guarantor under
any Guaranty given in connection with the Mortgage Loan; or


 


(B)         a
substitute Non-Recourse Guaranty and other substitute guaranty in a form acceptable to Lender;


 






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(7)         Lender
has reviewed and approved the Transfer documents; and


 


(8)         Lender
has received the fees described in Section 11.03(g).


 


(b)          Transfers
to Key Principal-Owned Affiliates or Guarantor-Owned Affiliates.


 


(1)         Except
as otherwise covered in Section 11.03(b)(2) below, Transfers of direct or indirect ownership interests in Borrower to Key Principal
or Guarantor, or to a transferee through which Key Principal or Guarantor (as applicable) Controls Borrower with the same rights
and abilities as Key Principal or Guarantor (as applicable) Controls Borrower immediately prior to the date of such Transfer, shall
be consented to by Lender if:


 


(A)         such
Transfer satisfies the applicable requirements of Section 11.03(a), other than Section 11.03(a)(5); and


 


(B)         after
giving effect to any such Transfer, each Key Principal or Guarantor (as applicable) continues to own not less than fifty percent (50%)
of such Key Principal’s or Guarantor’s (as applicable) direct or indirect ownership interests in Borrower that existed
on the Effective Date.


 


(2)         Transfers
of direct or indirect interests in Borrower held by a Key Principal or Guarantor to other Key Principals or Guarantors, as applicable,
shall be consented to by Lender if such Transfer satisfies the following conditions:


 


(A)         the
Transfer does not cause a change in the Control of Borrower; and


 


(B)         the
transferor Key Principal or Guarantor maintains the same right and ability to Control Borrower as existed prior to the Transfer.


  


If the conditions set forth in this Section
11.03(b) are satisfied, the Transfer Fee shall be waived provided Borrower shall pay the Review Fee and out-of-pocket costs set
forth in Section 11.03(g).


 


(c)          Estate
Planning.


 


Notwithstanding the
provisions of Section 11.02(b)(2), so long as (1) the Transfer does not cause a change in the Control of Borrower, and (2) the
transferor Key Principal or Guarantor, as applicable, maintains the same right and ability to Control Borrower as existed prior
to the Transfer, Lender shall consent to Transfers of direct or indirect ownership interests in Borrower held by a Key Principal
or Guarantor and Transfers of direct or indirect ownership interests, in an entity Key Principal or entity Guarantor, to:


 


(A)         Immediate
Family Members of such Key Principal or Guarantor each of whom must have obtained the legal age of majority;


 


(B)         United
States domiciled trusts established for the benefit of the transferor Key Principal or transferor Guarantor, or Immediate
Family Members of the transferor Key Principal or the transferor Guarantor; or


 






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(C)         partnerships
or limited liability companies of which the partners or members, respectively, are comprised entirely of (i) such Key Principal
or Guarantor and Immediate Family Members (each of whom must have obtained the legal age of majority) of such Key Principal or
Guarantor, (ii) Immediate Family Members (each of whom must have obtained the legal age of majority) of such Key Principal or Guarantor,
or (iii) United States domiciled trusts established for the benefit of the transferor Key Principal or transferor Guarantor,
or Immediate Family Members of the transferor Key Principal or the transferor Guarantor.


 


If the conditions set forth in this Section
11.03(c) are satisfied, the Transfer Fee shall be waived provided Borrower shall pay the Review Fee and out-of-pocket costs set
forth in Section 11.03(g).


 


(d)          Termination
or Revocation of Trust.


 


If any of Borrower,
Guarantor, or Key Principal is a trust, or if Control of Borrower, Guarantor, or Key Principal is Transferred or if a Restricted
Ownership Interest in Borrower, Guarantor, or Key Principal would be Transferred due to the termination or revocation of a trust,
the termination or revocation of such trust is an unpermitted Transfer; provided that the termination or revocation of the trust
due to the death of an individual trustor shall not be considered an unpermitted Transfer so long as:


 


(1)         Lender
is notified within thirty (30) days of the death; and


 


(2)         such
Borrower, Guarantor, Key Principal, or other Person, as applicable, is replaced with an individual or entity acceptable to Lender,
in accordance with the provisions of Section 11.03(a) within ninety (90) days of the date of the death causing the termination
or revocation.


  


If the conditions set forth in this Section
11.03(d) are satisfied, the Transfer Fee shall be waived; provided Borrower shall pay the Review Fee and out-of-pocket costs set
forth in Section 11.03(g).


 


(e)          Death
of Key Principal or Guarantor; Transfer Due to Death.


 


(1)         If
a Key Principal or Guarantor that is a natural person dies, or if Control of Borrower, Guarantor, or Key Principal is Transferred,
or if a Restricted Ownership Interest in Borrower, Guarantor, or Key Principal would be Transferred as a result of the death of
a Person (except in the case of trusts which is addressed in Section 11.03(d)), Borrower must notify Lender in writing within ninety (90)
days in the event of such death. Unless waived in writing by Lender, the deceased shall be replaced by an individual or entity
within one hundred eighty (180) days, subject to Borrower’s satisfaction of the following conditions:


 


(A)         Borrower
has submitted to Lender all information required by Lender to make the determination required by this Section 11.03(e);


 


(B)         Lender
determines that:


 






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(i)          the
proposed new key principal and any other new guarantor (or Person Controlling such new key principal or new guarantor) fully satisfies
all of Lender’s then-applicable key principal or guarantor eligibility, credit, management, and other loan underwriting standards
(including any standards with respect to previous relationships between Lender and the proposed new key principal and new guarantor
(or Person Controlling such new key principal or new guarantor) and the organization of the new key principal and new guarantor
(if applicable));


 


(ii)         none
of the proposed new key principal or any new guarantor, or any owners of the proposed new key principal or any new guarantor, is
a Prohibited Person; and


 


(iii)        none
of the proposed new key principal or any new guarantor (if any of such are entities) shall have an organizational existence termination
date that ends before the Maturity Date; and


 


(C)         if
applicable, one or more individuals or entities acceptable to Lender as new guarantors have executed and delivered to Lender:


 


(i)          an
assumption agreement acceptable to Lender that requires the new guarantor to assume and perform all obligations of Guarantor under
any Guaranty given in connection with the Mortgage Loan; or


 


(ii)         a
substitute Non-Recourse Guaranty and other substitute guaranty in a form acceptable to Lender.


 


(2)         In
the event a replacement Key Principal, Guarantor, or other Person is required by Lender due to the death described in this Section
11.03(e), and such replacement has not occurred within such period, the period for replacement may be extended by Lender to a date
not more than one year from the date of such death; however, Lender may require as a condition to any such extension that:


  


(A)         the
then-current property manager be replaced with a property manager reasonably acceptable to Lender (or if a property manager has
not been previously engaged, a property manager reasonably acceptable to Lender be engaged); or


 


(B)         a
lockbox agreement or similar cash management arrangement (with the property manager) reasonably acceptable to Lender during such
extended replacement period be instituted.


 


If the conditions set forth in this Section
11.03(e) are satisfied, the Transfer Fee shall be waived, provided Borrower shall pay the Review Fee and out-of-pocket costs set
forth in Section 11.03(g).


 


(f)          Bankruptcy
of Guarantor.


 


(1)         Upon
the occurrence of any Guarantor Bankruptcy Event, unless waived in writing by Lender, the applicable Guarantor shall be replaced
by an individual or entity within ninety (90) days of such Guarantor Bankruptcy Event, subject to Borrower’s satisfaction
of the following conditions:


 






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(A)         Borrower
has submitted to Lender all information required by Lender to make the determination required by this Section 11.03(f);


 


(B)         Lender
determines that:


 


(i)          the
proposed new guarantor fully satisfies all of Lender’s then-applicable guarantor eligibility, credit, management, and other
loan underwriting standards (including any standards with respect to previous relationships between Lender and the proposed new
guarantor and the organization of the new guarantor (if applicable));


 


(ii)         no
new guarantor is a Prohibited Person; and


 


(iii)        no
new guarantor (if any of such are entities) shall have an organizational existence termination date that ends before the Maturity
Date; and


 


(C)         one
or more individuals or entities acceptable to Lender as new guarantors have executed and delivered to Lender:


 


(i)          an
assumption agreement acceptable to Lender that requires the new guarantor to assume and perform all obligations of Guarantor under
any Guaranty given in connection with the Mortgage Loan; or


 


(ii)         a
substitute Non-Recourse Guaranty and other substitute guaranty in a form acceptable to Lender.


  


(2)         In
the event a replacement Guarantor is required by Lender due to the Guarantor Bankruptcy Event described in this Section 11.03(f),
and such replacement has not occurred within such period, the period for replacement may be extended by Lender in its discretion;
however, Lender may require as a condition to any such extension that:


 


(A)         the
then-current property manager be replaced with a property manager reasonably acceptable to Lender (or if a property manager has
not been previously engaged, a property manager reasonably acceptable to Lender be engaged); or


 


(B)         a
lockbox agreement or similar cash management arrangement (with the property manager) reasonably acceptable to Lender during such
extended replacement period be instituted.


 


If the conditions set forth in this Section
11.03(f) are satisfied, the Transfer Fee shall be waived, provided Borrower shall pay the Review Fee and out-of-pocket costs set
forth in Section 11.03(g).


 






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(g)          Further
Conditions to Transfers and Assumption.


 


(1)         In
connection with any Transfer of the Mortgaged Property, or an ownership interest in Borrower, Key Principal, or Guarantor for which
Lender’s approval is required under this Loan Agreement (including Section 11.03(a)), Lender may, as a condition to any such
approval, require:


 


(A)         additional
collateral, guaranties, or other credit support to mitigate any risks concerning the proposed transferee or the performance or
condition of the Mortgaged Property;


 


(B)         amendment
of the Loan Documents to delete or modify any specially negotiated terms or provisions previously granted for the exclusive benefit
of original Borrower, Key Principal, or Guarantor and to restore the original provisions of the standard Fannie Mae form multifamily
loan documents, to the extent such provisions were previously modified; or


 


(C)         a
modification to the amounts required to be deposited into the Reserve/Escrow Account pursuant to the terms of Section 13.02(a)(3)(B).


 


(2)         In
connection with any request by Borrower for consent to a Transfer, Borrower shall pay to Lender upon demand:


 


(A)         the
Transfer Fee (to the extent charged by Lender);


 


(B)         the
Review Fee (regardless of whether Lender approves or denies such request); and


 


(C)         all
of Lender’s out-of-pocket costs (including reasonable attorneys’ fees) incurred in reviewing the Transfer request,
regardless of whether Lender approves or denies such request.


  


(h)          Additional
Conditionally Permitted Transfers.


 


Notwithstanding
anything in Section 11.02(b) of the Loan Agreement to the contrary and in addition to, and without limiting, any Transfer that
would otherwise be permitted under Section 11.02(b) of the Loan Agreement, the occurrence of the following shall not constitute
an Event of Default under the Loan Agreement and shall be permitted without payment of the Transfer Fee:


 


(1)         a
Transfer of any direct or indirect interest in Borrower held by an entity owned or Controlled by any Guarantor or Key Principal
to one or more of such Guarantor's or Key Principal's Affiliates ("Affiliate Transfer") provided that:


 


(A)         Borrower
has submitted to Lender all information required by Lender to make the determination required by this Section;


 






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(B)         No
Event of Default has occurred, and no event which, with the giving of notice or the passage of time, or both, would constitute
an Event of Default has occurred and is continuing;


 


(C)         Lender
determines, in Lender's discretion, that the Affiliate meets Lender's eligibility, credit, management and other standards;


 


(D)         Following
the Affiliate Transfer, Control of the day-to-day operations of Borrower continues to be held, directly or indirectly, by Bluerock
Residential Growth REIT, Inc. (“BR REIT”);


 


(E)         Borrower
delivers to Lender for each transferee with an interest of 25% or more a certification that (a) he/she has not been convicted of
fraud or a crime involving moral turpitude (or if an entity, then no principal of such entity has been convicted of fraud or a
crime involving moral turpitude), and (b) he/she/it has not been involved in a bankruptcy or reorganization within the ten years
preceding the notice to Lender;


 


(F)         No
transferee is a Prohibited Person;


 


(G)         Lender
has reviewed and approved the Affiliate Transfer documents and received organizational charts reflecting the structure of Borrower
prior to and after the Affiliate Transfer and copies of the then-current organizational documents of Borrower, including any amendments;


 


(H)         Borrower
provides Lender with at least 30 days prior written notice of the proposed Affiliate Transfer and pays the Review Fee in conjunction
with the delivery of such prior written notice;


 


(I)         Borrower
pays or reimburses Lender, upon demand, for all of Lender's out-of-pocket costs (including reasonable attorneys' fees) incurred
in reviewing the Affiliate Transfer request, to the extent such costs exceed the Review Fee; and


 


(J)         Lender
receives confirmation acceptable to Lender that Section 4.02(d) continues to be satisfied;


 


As used in this Section 11.03(h)(1)
only, "Affiliate" means, as to each Guarantor or Key Principal respectively:


 


(A)         any
entity that directly or indirectly owns, controls or holds with power to vote, twenty percent (20%) or more of the outstanding
voting securities of the Guarantor or Key Principal;


 






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(B)         any
entity in which the Guarantor or Key Principal directly or indirectly owns, controls or holds with the power to vote, twenty percent
(20%) or more of the outstanding voting securities of the entity; or


 


(C)         any
entity controlled by or under common control with, or which controls the Guarantor or Key Principal (the term "control"
for the purposes of the definition of “Affiliate”, here, means the ability, whether by the ownership of shares or other
equity interests, by contract or otherwise, to elect a majority of the directors of a corporation, to make management decisions
on behalf of, or independently to select the managing partner of, a partnership, or otherwise to have the power independently to
remove and then select a majority of those individuals exercising managerial authority over an entity, and control shall be conclusively
presumed in the case of the ownership of fifty percent (50%) or more of the equity interests). For purposes hereof, Borrower and
each intervening entity between BR REIT and Borrower shall be deemed to be controlled by R. Ramin Kamfar through his position as
Chairman of the Board, Chief Executive Officer and President of BR REIT.


 


Section 11.04         Transfer
Fee Waiver.


 


Notwithstanding anything in this Section 11
of the Loan Agreement to the contrary, a Transfer by BR Fox Hills TIC-1, LLC, a Delaware limited liability company (“BR TIC 1”),
to BR Fox Hills TIC-2, LLC, a Delaware limited liability company (“BR TIC 2”), or a Transfer
by BR TIC 2 to BR TIC 1, shall be permitted without payment of the Transfer Fee, if such Transfer satisfies
the following conditions:


 


(A)         Following
the Transfer, Control of Borrower continues to be held, directly or indirectly, by Bluerock Residential Growth REIT, Inc. (“BR REIT”);


 


(B)         BR REIT
shall remain as Key Principal and Guarantor, and R. Ramin Kamfar shall maintain the same right and ability to Control BR TIC 1,
BR TIC 2 and BR REIT as existed prior to the Transfer;


 


(C)         No
Event of Default has occurred and is continuing (or any event which, with the giving of written notice or the passage of time,
or both, would constitute an Event of Default has occurred and is continuing); and


 


(D)         Borrower
shall have satisfied all of the requirements set forth in Sections 11.03(a)(1), (a)(5) and (a)(7).


 


If the conditions set forth in this Section
are satisfied, the Transfer Fee shall be waived provided Borrower shall pay the Review Fee and out-of-pocket costs set forth in
Section 11.03(g).


 






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ARTICLE
12 - IMPOSITIONS


 


Section 12.01         Representations
and Warranties.


 


The representations
and warranties made by Borrower to Lender in this Section 12.01 are made as of the Effective Date and are true and correct except
as disclosed on the Exceptions to Representations and Warranties Schedule.


 


(a)          Payment
of Taxes, Assessments, and Other Charges.


 


Borrower has:


 


(1)         paid
(or with the approval of Lender, established an escrow fund sufficient to pay when due and payable) all amounts and charges relating
to the Mortgaged Property that have become due and payable before any fine, penalty interest, lien, or costs may be added thereto,
including Impositions, leasehold payments, and ground rents;


 


(2)         paid
all Taxes for the Mortgaged Property that have become due before any fine, penalty interest, lien, or costs may be added thereto
pursuant to any notice of assessment received by Borrower and any and all taxes that have become due against Borrower before any
fine, penalty interest, lien, or costs may be added thereto;


 


(3)         no
knowledge of any basis for any additional assessments;


 


(4)         no
knowledge of any presently pending special assessments against all or any part of the Mortgaged Property, or any presently pending
special assessments against Borrower; and


 


(5)         not
received any written notice of any contemplated special assessment against the Mortgaged Property, or any contemplated special
assessment against Borrower.


  


Section 12.02         Covenants.


 


(a)          Imposition
Deposits, Taxes, and Other Charges.


 


Borrower shall:


 


(1)         deposit
the Imposition Deposits with Lender on each Payment Date (or on another day designated in writing by Lender) in amount sufficient,
in Lender’s discretion, to enable Lender to pay each Imposition before the last date upon which such payment may be made
without any penalty or interest charge being added, plus an amount equal to no more than one-sixth (1/6) (or the amount permitted
by applicable law) of the Impositions for the trailing twelve (12) months (calculated based on the aggregate annual Imposition
costs divided by twelve (12) and multiplied by two (2));


 


(2)         deposit
with Lender, within ten (10) days after written notice from Lender (subject to applicable law), such additional amounts estimated
by Lender to be reasonably necessary to cure any deficiency in the amount of the Imposition Deposits held for payment of a specific
Imposition;


 






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(3)         except
as set forth in Section 12.03(c) below, pay all Impositions, leasehold payments, ground rents, and Taxes when due and before any
fine, penalty, interest, lien, or costs may be added thereto;


 


(4)         promptly
deliver to Lender a copy of all notices of, and invoices for, Impositions, and, if Borrower pays any Imposition directly, Borrower
shall promptly furnish to Lender receipts evidencing such payments; and


 


(5)         promptly
deliver to Lender a copy of all notices of any special assessments and contemplated special assessments against the Mortgaged Property
or Borrower.


 


Section 12.03         Mortgage
Loan Administration Matters Regarding Impositions.


 


(a)          Maintenance
of Records by Lender.


 


Lender shall maintain
records of the monthly and aggregate Imposition Deposits held by Lender for the purpose of paying Taxes, insurance premiums, and
each other obligation of Borrower for which Imposition Deposits are required.


 


(b)          Imposition
Accounts.


 


All Imposition Deposits
shall be held in an institution (which may be Lender, if Lender is such an institution) whose deposits or accounts are insured
or guaranteed by a federal agency and which accounts meet the standards for custodial accounts as required by Lender from time
to time. Lender shall not be obligated to open additional accounts, or deposit Imposition Deposits in additional institutions,
when the amount of the Imposition Deposits exceeds the maximum amount of the federal deposit insurance or guaranty. No interest,
earnings, or profits on the Imposition Deposits shall be paid to Borrower unless applicable law so requires. Imposition Deposits
shall not be trust funds, nor shall they operate to reduce the Indebtedness, unless applied by Lender for that purpose in accordance
with this Loan Agreement. For the purposes of 9-104(a)(3) of the UCC, Lender is the owner of the Imposition Deposits and shall
be deemed a “customer” with sole control of the account holding the Imposition Deposits.


  


(c)          Payment
of Impositions; Sufficiency of Imposition Deposits.


 


Lender may pay an Imposition
according to any bill, statement, or estimate from the appropriate public office or insurance company without inquiring into the
accuracy of the bill, statement, or estimate or into the validity of the Imposition. Imposition Deposits shall be required to be
used by Lender to pay Taxes, insurance premiums and any other individual Imposition only if:


 


(1)         no
Event of Default exists;


 


(2)         Borrower
has timely delivered to Lender all applicable bills or premium notices that it has received; and


 


(3)         sufficient
Imposition Deposits are held by Lender for each Imposition at the time such Imposition becomes due and payable.


 






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Lender shall have no
liability to Borrower for failing to pay any Imposition if any of the conditions are not satisfied. If at any time the amount of
the Imposition Deposits held for payment of a specific Imposition exceeds the amount reasonably deemed necessary by Lender to be
held in connection with such Imposition, the excess may be credited against future installments of Imposition Deposits for such
Imposition.


 


(d)          Imposition
Deposits Upon Event of Default.


 


If an Event of Default
has occurred and is continuing, Lender may apply any Imposition Deposits, in such amount and in such order as Lender determines,
to pay any Impositions or as a credit against the Indebtedness.


 


(e)          Contesting
Impositions.


 


Other than insurance
premiums, Borrower may contest, at its expense, by appropriate legal proceedings, the amount or validity of any Imposition if:


 


(1)         Borrower
notifies Lender of the commencement or expected commencement of such proceedings;


 


(2)         Lender
determines that the Mortgaged Property is not in danger of being sold or forfeited;


 


(3)         Borrower
deposits with Lender (or the applicable Governmental Authority if required by applicable law) reserves sufficient to pay the contested
Imposition, if required by Lender (or the applicable Governmental Authority);


 


(4)         Borrower
furnishes whatever additional security is required in the proceedings or is reasonably requested in writing by Lender; and


 


(5)         Borrower
commences, and at all times thereafter diligently prosecutes, such contest in good faith until a final determination is made by
the applicable Governmental Authority.


  


(f)          Release
to Borrower.


 


Upon payment in full
of all sums secured by the Security Instrument and this Loan Agreement and release by Lender of the lien of the Security Instrument,
Lender shall disburse to Borrower the balance of any Imposition Deposits then on deposit with Lender.


  


ARTICLE
13 - REPLACEMENT RESERVE AND REPAIRS


 


Section 13.01         Covenants.


 


(a)          Initial
Deposits to Replacement Reserve Account and Repairs Escrow Account.


 


On the Effective Date,
Borrower shall pay to Lender:


 


(1)         the
Initial Replacement Reserve Deposit for deposit into the Replacement Reserve Account; and


 


(2)         the
Repairs Escrow Deposit for deposit into the Repairs Escrow Account.


 






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(b)          Monthly
Replacement Reserve Deposits.


 


Borrower shall deposit
the applicable Monthly Replacement Reserve Deposit into the Replacement Reserve Account on each Payment Date.


 


(c)          Payment
for Replacements and Repairs.


 


Borrower shall:


 


(1)         pay
all invoices for the Replacements and Repairs, regardless of whether funds on deposit in the Replacement Reserve Account or the
Repairs Escrow Account, as applicable, are sufficient, prior to any request for disbursement from the Replacement Reserve Account
or the Repairs Escrow Account, as applicable (unless Lender has agreed to issue joint checks in connection with a particular Replacement
or Repair);


 


(2)         pay
all applicable fees and charges of any Governmental Authority on account of the Replacements and Repairs, as applicable; and


 


(3)         provide
evidence satisfactory to Lender of completion of the Replacements and any Required Repairs (within the Completion Period or within
such other period or by such other date set forth in the Required Repair Schedule and any Borrower Requested Repairs and Additional
Lender Repairs (by the date specified by Lender for any such Borrower Requested Repairs or Additional Lender Repairs)).


 


(d)          Assignment
of Contracts for Replacements and Repairs.


 


Borrower shall collaterally
assign to Lender as additional security any contract or subcontract for Replacements or Repairs, upon Lender’s written request,
on a form of assignment approved by Lender.


  


(e)          Indemnification.


 


If Lender elects to
exercise its rights under Section 14.03 due to Borrower’s failure to timely commence or complete any Replacements or Repairs,
Borrower shall indemnify and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses,
damages, obligations, and costs or expenses, including litigation costs and reasonable attorneys’ fees, arising from or in
any way connected with the performance by Lender of the Replacements or Repairs or investment of the Reserve/Escrow Account Funds;
provided that Borrower shall have no indemnity obligation if such actions, suits, claims, demands, liabilities, losses, damages,
obligations, and costs or expenses, including litigation costs and reasonable attorneys’ fees, arise as a result of the willful
misconduct or gross negligence of Lender, Lender’s agents, employees, or representatives as determined by a court of competent
jurisdiction pursuant to a final non-appealable court order.


 


(f)          Amendments
to Loan Documents.


 


Subject to Section
5.02, Borrower shall execute and deliver to Lender, upon written request, an amendment to this Loan Agreement, the Security Instrument,
and any other Loan Document deemed necessary or desirable to perfect Lender’s lien upon any portion of the Mortgaged Property
for which Reserve/Escrow Account Funds were expended.


 






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(g)          Administrative
Fees and Expenses.


 


Borrower shall pay
to Lender:


 


(1)         by
the date specified in the applicable invoice, the Repairs Escrow Account Administrative Fee and the Replacement Reserve Account
Administration Fee for Lender’s services in administering the Repairs Escrow Account and Replacement Reserve Account and
investing the funds on deposit in the Repairs Escrow Account and the Replacement Reserve Account, respectively;


 


(2)         upon
demand, a reasonable inspection fee, not exceeding the Maximum Inspection Fee, for each inspection of the Mortgaged Property by
Lender in connection with a Repair or Replacement, plus all other reasonable costs and out-of-pocket expenses relating to such
inspections; and


 


(3)         upon
demand, all reasonable fees charged by any engineer, architect, inspector or other person inspecting the Mortgaged Property on
behalf of Lender for each inspection of the Mortgaged Property in connection with a Repair or Replacement, plus all other reasonable
costs and out-of-pocket expenses relating to such inspections.


 


Section 13.02         Mortgage
Loan Administration Matters Regarding Reserves.


 


(a)          Accounts,
Deposits, and Disbursements.


 


(1)         Custodial
Accounts.


 


(A)         The
Replacement Reserve Account shall be an interest-bearing account that meets the standards for custodial accounts as required by
Lender from time to time. Lender shall not be responsible for any losses resulting from the investment of the Replacement Reserve
Deposits or for obtaining any specific level or percentage of earnings on such investment. All interest, if any, earned on the
Replacement Reserve Deposits shall be added to and become part of the Replacement Reserve Account; provided, however,
if applicable law requires, and so long as no Event of Default has occurred and is continuing under any of the Loan Documents,
Lender shall pay to Borrower the interest earned on the Replacement Reserve Account not less frequently than the Replacement Reserve
Account Interest Disbursement Frequency. In no event shall Lender be obligated to disburse funds from the Reserve/Escrow Account
if an Event of Default has occurred and is continuing.


 


(B)         Lender
shall not be obligated to deposit the Repairs Escrow Deposits into an interest-bearing account.


 


(2)         Disbursements
by Lender Only.


 


Only Lender
or a designated representative of Lender may make disbursements from the Replacement Reserve Account and the Repairs Escrow Account.
Except as provided in Section 13.02(a)(8), disbursements shall only be made upon Borrower request and after satisfaction of all
conditions for disbursement.


 






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(3)         Adjustment
to Deposits.


 


(A)         Mortgage
Loan Terms Exceeding Ten (10) Years.


 


If the Loan
Term exceeds ten (10) years (or five (5) years in the case of any Mortgaged Property that is an “affordable housing property”
as indicated on the Summary of Loan Terms), a property condition assessment shall be ordered by Lender for the Mortgaged Property
at the expense of Borrower (which expense may be paid out of the Replacement Reserve Account if excess funds are available). The
property condition assessment shall be performed no earlier than the sixth (6th) month and no later than the ninth (9th) month
of the tenth (10th) Loan Year and every tenth (10th) Loan Year thereafter if the Loan Term exceeds twenty (20) years (or the fifth
(5th) Loan Year in the case of any Mortgaged Property that is an “affordable housing property” as indicated on the
Summary of Loan Terms and every fifth (5th) Loan Year thereafter if the Loan Term exceeds ten (10) years). After review of the
property condition assessment, the amount of the Monthly Replacement Reserve Deposit may be adjusted by Lender for the remaining
Loan Term by written notice to Borrower so that the Monthly Replacement Reserve Deposits are sufficient to fund the Replacements
as and when required and/or the amount to be held in the Repairs Escrow Account may be adjusted by Lender so that the Repairs Escrow
Deposit is sufficient to fund the Repairs as and when required


 


(B)         Transfers.


 


In connection
with any Transfer of the Mortgaged Property, or any Transfer of an ownership interest in Borrower, Guarantor, or Key Principal
that requires Lender’s consent, Lender may review the amounts on deposit, if any, in the Replacement Reserve Account or the
Repairs Escrow Account, the amount of the Monthly Replacement Reserve Deposit and the likely repairs and replacements required
by the Mortgaged Property, and the related contingencies which may arise during the remaining Loan Term. Based upon that review,
Lender may require an additional deposit to the Replacement Reserve Account or the Repairs Escrow Account, or an increase in the
amount of the Monthly Replacement Reserve Deposit as a condition to Lender’s consent to such Transfer.


  


(4)         Insufficient
Funds.


 


Lender may,
upon thirty (30) days’ prior written notice to Borrower, require an additional deposit(s) to the Replacement Reserve
Account or Repairs Escrow Account, or an increase in the amount of the Monthly Replacement Reserve Deposit, if Lender determines
that the amounts on deposit in either the Replacement Reserve Account or the Repairs Escrow Account are not sufficient to cover
the costs for Required Repairs or Required Replacements or, pursuant to the terms of Section 13.02(a)(9), not sufficient to cover
the costs for Borrower Requested Repairs, Additional Lender Repairs, Borrower Requested Replacements, or Additional Lender Replacements.
Borrower’s agreement to complete the Replacements or Repairs as required by this Loan Agreement shall not be affected by
the insufficiency of any balance in the Replacement Reserve Account or the Repairs Escrow Account, as applicable.


 






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(5)         Disbursements
for Replacements and Repairs.


 


(A)         Disbursement
requests may only be made after completion of the applicable Replacements and only to reimburse Borrower for the actual approved
costs of the Replacements. Lender shall not disburse from the Replacement Reserve Account the costs of routine maintenance to the
Mortgaged Property or for costs which are to be reimbursed from the Repairs Escrow Account or any similar account. Disbursement
from the Replacement Reserve Account shall not be made more frequently than the Maximum Replacement Reserve Disbursement Interval.
Other than in connection with a final request for disbursement, disbursements from the Replacement Reserve Account shall not be
less than the Minimum Replacement Reserve Disbursement Amount.


 


(B)         Disbursement
requests may only be made after completion of the applicable Repairs and only to reimburse Borrower for the actual cost of the
Repairs, up to the Maximum Repair Cost. Lender shall not disburse any amounts which would cause the funds remaining in the Repairs
Escrow Account after any disbursement (other than with respect to the final disbursement) to be less than the Maximum Repair Cost
of the then-current estimated cost of completing all remaining Repairs. Lender shall not disburse from the Repairs Escrow Account
the costs of routine maintenance to the Mortgaged Property or for costs which are to be reimbursed from the Replacement Reserve
Account or any similar account. Disbursement from the Repairs Escrow Account shall not be made more frequently than the Maximum
Repair Disbursement Interval. Other than in connection with a final request for disbursement, disbursements from the Repairs Escrow
Account shall not be less than the Minimum Repairs Disbursement Amount.


 


(6)         Disbursement
Requests.


 


Each request
by Borrower for disbursement from the Replacement Reserve Account or the Repairs Escrow Account must be in writing, must specify
the Replacement or Repair for which reimbursement is requested (provided that for any Borrower Requested Replacements, Borrower
Requested Repairs, Additional Lender Replacements, and Additional Lender Repairs, Lender shall have approved the use of the Reserve/Escrow
Account Funds for such replacements or repairs pursuant to the terms of Section 13.02(a)(9)), and must:


 


(A)         if
applicable, specify the quantity and price of the items or materials purchased, grouped by type or category;


 


(B)         if
applicable, specify the cost of all contracted labor or other services involved in the Replacement or Repair for which such request
for disbursement is made;


 


(C)         if
applicable, include copies of invoices for all items or materials purchased and all contracted labor or services provided;


 


(D)         include
evidence of payment of such Replacement or Repair satisfactory to Lender (unless Lender has agreed to issue joint checks in connection
with a particular Repair or Replacement as provided in this Loan Agreement); and


 






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(E)         contain
a certification by Borrower that the Repair or Replacement has been completed lien free and in a good and workmanlike manner, in
accordance with any plans and specifications previously approved by Lender (if applicable) and in compliance with all applicable
laws, ordinances, rules, and regulations of any Governmental Authority having jurisdiction over the Mortgaged Property, and otherwise
in accordance with the provisions of this Loan Agreement.


 


(7)         Conditions
to Disbursement.


 


Lender may
require any or all of the following at the expense of Borrower as a condition to disbursement of funds from the Replacement Reserve
Account or the Repairs Escrow Account (provided that for any Borrower Requested Replacements, Borrower Requested Repairs, Additional
Lender Replacements, and Additional Lender Repairs, Lender shall have approved the use of the Reserve/Escrow Account Funds for
such replacements or repairs pursuant to the terms of Section 13.02(a)(9)):


 


(A)         an
inspection by Lender of the Mortgaged Property and the applicable Replacement or Repair;


 


(B)         an
inspection or certificate of completion by an appropriate independent qualified professional (such as an architect, engineer or
property inspector, depending on the nature of the Repair or Replacement) selected by Lender;


 


(C)         either:


 


(i)          a
search of title to the Mortgaged Property effective to the date of disbursement; or


  


(ii)         a
“date-down” endorsement to Lender’s Title Policy (or a new Lender’s Title Policy if a “date-down”
is not available) extending the effective date of such policy to the date of disbursement, and showing no Liens other than (1)
Permitted Encumbrances, (2) liens which Borrower is diligently contesting in good faith that have been bonded off to the satisfaction
of Lender, or (3) mechanics’ or materialmen’s liens which attach automatically under the laws of any Governmental Authority
upon the commencement of any work upon, or delivery of any materials to, the Mortgaged Property and for which Borrower is not delinquent
in the payment for any such work or materials; and


 


(D)         an
acknowledgement of payment, waiver of claims, and release of lien for work performed and materials supplied from each contractor,
subcontractor or materialman in accordance with the requirements of applicable law and covering all work performed and materials
supplied (including equipment and fixtures) for the Mortgaged Property by that contractor, subcontractor, or materialman through
the date covered by the disbursement request (or, in the event that payment to such contractor, subcontractor, or materialman is
to be made by a joint check, the release of lien shall be effective through the date covered by the previous disbursement).


 






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(8)         Joint
Checks for Periodic Disbursements.


 


Lender may,
upon Borrower’s written request, issue joint checks, payable to Borrower and the applicable supplier, materialman, mechanic,
contractor, subcontractor, or other similar party, if:


 


(A)         the
cost of the Replacement or Repair exceeds the Replacement Threshold or the Repair Threshold, as applicable, and the contractor
performing such Replacement or Repair requires periodic payments pursuant to the terms of the applicable written contract;


 


(B)         the
contract for such Repair or Replacement requires payment upon completion of the applicable portion of the work;


 


(C)         Borrower
makes the disbursement request after completion of the applicable portion of the work required to be completed under such contract;


 


(D)         the
materials for which the request for disbursement has been made are on site at the Mortgaged Property and are properly secured or
installed;


 


(E)         Lender
determines that the remaining funds in the Replacement Reserve Account designated for such Replacement, or in the Repairs Escrow
Account designated for such Repair, as applicable, are sufficient to pay such costs and the then-current estimated cost of completing
all remaining Required Replacements or Required Repairs (at the Maximum Repair Cost), as applicable, and any other Borrower Requested
Replacements, Borrower Requested Repairs, Additional Lender Replacements, or Additional Lender Repairs that have been previously
approved by Lender;


  


(F)         each
supplier, materialman, mechanic, contractor, subcontractor, or other similar party receiving payments shall have provided, if requested
in writing by Lender, a waiver of liens with respect to amounts which have been previously paid to them; and


 


(G)         all
other conditions for disbursement have been satisfied.


 


(9)         Replacements
and Repairs Other than Required Replacements or Required Repairs.


 


(A)         Borrower
Requested Replacements and Borrower Requested Repairs.


 


Borrower may
submit a disbursement request from the Replacement Reserve Account or the Repairs Escrow Account to reimburse Borrower for any
Borrower Requested Replacement or Borrower Requested Repair. The disbursement request must be in writing and include an explanation
for such request. Lender shall make disbursements for Borrower Requested Replacements or Borrower Requested Repairs if:


 






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(i)          they
are of the type intended to be covered by the Replacement Reserve Account or the Repairs Escrow Account, as applicable;


 


(ii)         the
costs are commercially reasonable;


 


(iii)        the
amount of funds in the Replacement Reserve Account or Repairs Escrow Account, as applicable, is sufficient to pay such costs and
the then-current estimated cost of completing all remaining Required Replacements or Required Repairs (at the Maximum Repair Cost),
as applicable, and any other Borrower Requested Replacements, Borrower Requested Repairs, Additional Lender Replacements or Additional
Lender Repairs that have been previously approved by Lender; and


 


(iv)        all
conditions for disbursement from the Replacement Reserve Account or Repairs Escrow Account, as applicable, have been satisfied.


 


Nothing in this
Loan Agreement shall limit Lender’s right to require an additional deposit to the Replacement Reserve Account or an increase
to the Monthly Replacement Reserve Deposit in connection with any such Borrower Requested Replacements, or an additional deposit
to the Repairs Escrow Account for any such Borrower Requested Repairs.


 


(B)         Additional
Lender Replacements and Additional Lender Repairs.


 


Lender may
require, as set forth in Section 6.02(b), Section 6.03(c), or otherwise from time to time, upon written notice to Borrower, that
Borrower make Additional Lender Replacements or Additional Lender Repairs. Lender shall make disbursements from the Replacement
Reserve Account for Additional Lender Replacements or from the Repairs Escrow Account for Additional Lender Repairs, as applicable,
if:


  


(i)          the
costs are commercially reasonable;


 


(ii)         the
amount of funds in the Replacement Reserve Account or the Repairs Escrow Account, as applicable, is sufficient to pay such costs
and the then-current estimated cost of completing all remaining Required Replacements or Required Repairs (at the Maximum Repair
Cost), as applicable, and any other Borrower Requested Replacements, Borrower Requested Repairs, Additional Lender Replacements,
or Additional Lender Repairs that have been previously approved by Lender; and


 


(iii)        all
conditions for disbursement from the Replacement Reserve Account or Repairs Escrow Account, as applicable, have been satisfied.


 






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Nothing in this
Loan Agreement shall limit Lender’s right to require an additional deposit to the Replacement Reserve Account or an increase
to the Monthly Replacement Reserve Deposit for any such Additional Lender Replacements or an additional deposit to the Repairs
Escrow Account for any such Additional Lender Repair.


 


(10)        Excess
Costs.


 


In the event
any Replacement or Repair exceeds the approved cost set forth on the Required Replacement Schedule for Replacements, or the Maximum
Repair Cost for Repairs, Borrower may submit a disbursement request to reimburse Borrower for such excess cost. The disbursement
request must be in writing and include an explanation for such request. Lender shall make disbursements from the Replacement Reserve
Account or the Repairs Escrow Account, as applicable, if:


 


(A)         the
excess cost is commercially reasonable;


 


(B)         the
amount of funds in the Replacement Reserve Account or the Repairs Escrow Account, as applicable, is sufficient to pay such costs
and the then-current estimated cost of completing all remaining Required Replacements or Required Repairs (at the Maximum Repair
Cost), as applicable, and any other Borrower Requested Replacements, Borrower Requested Repairs, Additional Lender Replacements,
or Additional Lender Repairs that have been previously approved by Lender; and


 


(C)         all
conditions for disbursement from the Replacement Reserve Account or the Repairs Escrow Account have been satisfied.


 


(11)        Final
Disbursements.


 


Upon completion
of all Repairs in accordance with this Loan Agreement and so long as no Event of Default has occurred and is continuing, Lender
shall disburse to Borrower any amounts then remaining in the Repairs Escrow Account. Upon payment in full of the Indebtedness and
release by Lender of the lien of the Security Instrument, Lender shall disburse to Borrower any and all amounts then remaining
in the Replacement Reserve Account and the Repairs Escrow Account (if not previously released).


 


(b)          Approvals
of Contracts; Assignment of Claims.


 


Lender retains the
right to approve all contracts or work orders with materialmen, mechanics, suppliers, subcontractors, contractors, or other parties
providing labor or materials in connection with the Replacements or Repairs. Notwithstanding Borrower’s assignment (in the
Security Instrument) of its rights and claims against all Persons supplying labor or materials in connection with the Replacement
or Repairs, Lender will not pursue any such right or claim unless an Event of Default has occurred and is continuing or as otherwise
provided in Section 14.03(c).


 


(c)          Delays
and Workmanship.


 


If any work for any
Replacement or Repair has not timely commenced, has not been timely performed in a workmanlike manner, or has not been timely completed
in a workmanlike manner, Lender may, without notice to Borrower:


 






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(1)         withhold
disbursements from the Replacement Reserve Account or Repairs Escrow Account for such unsatisfactory Replacement or Repair, as
applicable;


 


(2)         proceed
under existing contracts or contract with third parties to make or complete such Replacement or Repair;


 


(3)         apply
the funds in the Replacement Reserve Account or Repairs Escrow Account toward the labor and materials necessary to make or complete
such Replacement or Repair, as applicable; or


 


(4)         exercise
any and all other remedies available to Lender under this Loan Agreement or any other Loan Document, including any remedies otherwise
available upon an Event of Default pursuant to the terms of Section 14.02.


 


To facilitate Lender’s
completion or making of such Replacements or Repairs, Lender shall have the right to enter onto the Mortgaged Property and perform
any and all work and labor necessary to make or complete the Replacements or Repairs and employ watchmen to protect the Mortgaged
Property from damage. All funds so expended by Lender shall be deemed to have been advanced to Borrower, shall be part of the Indebtedness
and shall be secured by the Security Instrument and this Loan Agreement.


 


(d)          Appointment
of Lender as Attorney-In-Fact.


 


Borrower hereby authorizes
and appoints Lender as attorney-in-fact pursuant to Section 14.03(c).


  


(e)          No
Lender Obligation.


 


Nothing in this Loan
Agreement shall:


 


(1)         make
Lender responsible for making or completing the Replacements or Repairs;


 


(2)         require
Lender to expend funds, whether from the Replacement Reserve Account, the Repairs Escrow Account, or otherwise, to make or complete
any Replacement or Repair;


 


(3)         obligate
Lender to proceed with the Replacements or Repairs; or


 


(4)         obligate
Lender to demand from Borrower additional sums to make or complete any Replacement or Repair.


 


(f)          No
Lender Warranty.


 


Lender’s approval
of any plans for any Replacement or Repair, release of funds from the Replacement Reserve Account or Repairs Escrow Account, inspection
of the Mortgaged Property by Lender or its agents, representatives, or designees, or other acknowledgment of completion of any
Replacement or Repair in a manner satisfactory to Lender shall not be deemed an acknowledgment or warranty to any person that the
Replacement or Repair has been completed in accordance with applicable building, zoning, or other codes, ordinances, statutes,
laws, regulations, or requirements of any governmental agency, such responsibility being at all times exclusively that of Borrower.


 






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ARTICLE
14 - DEFAULTS/REMEDIES


 


Section 14.01         Events
of Default.


 


The occurrence of any
one or more of the following in this Section 14.01 shall constitute an Event of Default under this Loan Agreement.


 


(a)          Automatic
Events of Default.


 


Any of the following
shall constitute an automatic Event of Default:


 


(1)         any
failure by Borrower to pay or deposit when due any amount required by the Note, this Loan Agreement or any other Loan Document;


 


(2)         any
failure by Borrower to maintain the insurance coverage required by any Loan Document;


 


(3)         any
failure by Borrower to comply with the provisions of Section 4.02(d) relating to its single asset status; 


 


(4)         if
any warranty, representation, certification, or statement of Borrower, Guarantor, or Key Principal in this Loan Agreement or any
of the other Loan Documents is false, inaccurate, or misleading in any material respect when made;


 


(5)         fraud,
gross negligence, willful misconduct, or material misrepresentation or material omission by or on behalf of Borrower, Guarantor,
or Key Principal or any of their officers, directors, trustees, partners, members, or managers in connection with:


 


(A)         the
application for, or creation of, the Indebtedness;


 


(B)         any
financial statement, rent roll, or other report or information provided to Lender during the term of the Mortgage Loan; or


 


(C)         any
request for Lender’s consent to any proposed action, including a request for disbursement of Reserve/Escrow Account Funds
or Collateral Account Funds;


 


(6)         the
occurrence of any Transfer not permitted by the Loan Documents;


 


(7)         the
occurrence of a Bankruptcy Event;


 


(8)         the
commencement of a forfeiture action or other similar proceeding, whether civil or criminal, which, in Lender’s reasonable
judgment, could result in a forfeiture of the Mortgaged Property or otherwise materially impair the lien created by this Loan Agreement
or the Security Instrument or Lender’s interest in the Mortgaged Property;


 






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(9)         if
Borrower, Guarantor, or Key Principal is a trust, or if Control of Borrower, Guarantor, or Key Principal is Transferred or if a
Restricted Ownership Interest in Borrower, Guarantor, or Key Principal would be Transferred due to the termination or revocation
of a trust, the termination or revocation of such trust, except as set forth in Section 11.03(d);


 


(10)        any
failure by Borrower to complete any Repair related to fire, life, or safety issues in accordance with the terms of this Loan Agreement
within the Completion Period (or such other date set forth on the Required Repair Schedule or otherwise required by Lender in writing
for such Repair); or


 


(11)        any
exercise by the holder of any other debt instrument secured by a mortgage, deed of trust, or deed to secure debt on the Mortgaged
Property of a right to declare all amounts due under that debt instrument immediately due and payable.


 


(b)          Events
of Default Subject to a Specified Cure Period.


 


Any of the following
shall constitute an Event of Default subject to the cure period set forth in the Loan Documents:


 


(1)         if
Key Principal or Guarantor is a natural person, the death of such individual, unless all requirements of Section 11.03(e) are met;


  


(2)         the
occurrence of a Guarantor Bankruptcy Event, unless requirements of Section 11.03(f) are met;


 


(3)         any
failure by Borrower, Key Principal, or Guarantor to comply with the provisions of Section 5.02(b) and Section 5.02(c); or


 


(4)         any
failure by Borrower to perform any obligation under this Loan Agreement or any Loan Document that is subject to a specified written
notice and cure period, which failure continues beyond such specified written notice and cure period as set forth herein or in
the applicable Loan Document.


 


(c)          Events
of Default Subject to Extended Cure Period.


 


The following shall
constitute an Event of Default if the existence of such condition or event, or such failure to perform or default in performance
continues for a period of thirty (30) days after written notice by Lender to Borrower of the existence of such condition or
event, or of such failure to perform or default in performance, provided, however, such period may be extended for up to an additional
thirty (30) days if Borrower, in the discretion of Lender, is diligently pursuing a cure of such; provided, further, however,
no such written notice, grace period, or extension shall apply if, in Lender’s discretion, immediate exercise by Lender of
a right or remedy under this Loan Agreement or any Loan Document is required to avoid harm to Lender or impairment of the Mortgage
Loan (including the Loan Documents), the Mortgaged Property or any other security given for the Mortgage Loan:


 


(1)         any
failure by Borrower to perform any of its obligations under this Loan Agreement or any Loan Document (other than those specified
in Section 14.01(a) or Section 14.01(b) above) as and when required.


 






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Section 14.02         Remedies.


 


(a)          Acceleration;
Foreclosure.


 


If an Event of Default
has occurred and is continuing, the entire unpaid principal balance of the Mortgage Loan, any Accrued Interest, interest accruing
at the Default Rate, the Prepayment Premium (if applicable), and all other Indebtedness, at the option of Lender, shall immediately
become due and payable, without any prior written notice to Borrower, unless applicable law requires otherwise (and in such case,
after any required written notice has been given). Lender may exercise this option to accelerate regardless of any prior forbearance.
In addition, Lender shall have all rights and remedies afforded to it hereunder and under the other Loan Documents, including,
foreclosure on and/or the power of sale of the Mortgaged Property, as provided in the Security Instrument, and any rights and remedies
available to it at law or in equity (subject to Borrower’s statutory rights of reinstatement, if any, prior to a Foreclosure
Event). Any proceeds of a foreclosure or other sale under this Loan Agreement or any other Loan Document may be held and applied
by Lender as additional collateral for the Indebtedness pursuant to this Loan Agreement. Notwithstanding the foregoing, the occurrence
of any Bankruptcy Event shall automatically accelerate the Mortgage Loan and all obligations and Indebtedness shall be immediately
due and payable without written notice or further action by Lender.


  


(b)          Loss
of Right to Disbursements from Collateral Accounts.


 


If an Event of Default
has occurred and is continuing, Borrower shall immediately lose all of its rights to receive disbursements from the Reserve/Escrow
Accounts and any Collateral Accounts. During the continuance of any such Event of Default, Lender may use the Reserve/Escrow Account
Funds and any Collateral Account Funds (or any portion thereof) for any purpose, including:


 


(1)         repayment
of the Indebtedness, including principal prepayments and the Prepayment Premium applicable to such full or partial prepayment,
as applicable (however, such application of funds shall not cure or be deemed to cure any Event of Default);


 


(2)         reimbursement
of Lender for all losses and expenses (including reasonable legal fees) suffered or incurred by Lender as a result of such Event
of Default;


 


(3)         completion
of the Replacement or Repair or for any other replacement or repair to the Mortgaged Property; and


 


(4)         payment
of any amount expended in exercising (and the exercise of) all rights and remedies available to Lender at law or in equity or under
this Loan Agreement or under any of the other Loan Documents.


 


Nothing in this Loan
Agreement shall obligate Lender to apply all or any portion of the Reserve/Escrow Account Funds or Collateral Account Funds on
account of any Event of Default by Borrower or to repayment of the Indebtedness or in any specific order of priority.


 






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(c)          Remedies
Cumulative.


 


Each right and remedy
provided in this Loan Agreement is distinct from all other rights or remedies under this Loan Agreement or any other Loan Document
or afforded by applicable law, and each shall be cumulative and may be exercised concurrently, independently, or successively,
in any order. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of additional
default by Borrower in order to exercise any of its remedies with respect to an Event of Default.


 


Section 14.03         Additional
Lender Rights; Forbearance.


 


(a)          No
Effect Upon Obligations.


 


Lender may, but shall
not be obligated to, agree with Borrower, from time to time, and without giving notice to, or obtaining the consent of, or having
any effect upon the obligations of, Guarantor, Key Principal, or other third party obligor, to take any of the following actions:


 


(1)         the
time for payment of the principal of or interest on the Indebtedness may be extended, or the Indebtedness may be renewed in whole
or in part;


 


(2)         the
rate of interest on or period of amortization of the Mortgage Loan or the amount of the Monthly Debt Service Payments payable under
the Loan Documents may be modified;


  


(3)         the
time for Borrower’s performance of or compliance with any covenant or agreement contained in any Loan Document, whether presently
existing or hereinafter entered into, may be extended or such performance or compliance may be waived;


 


(4)         any
or all payments due under this Loan Agreement or any other Loan Document may be reduced;


 


(5)         any
Loan Document may be modified or amended by Lender and Borrower in any respect, including an increase in the principal amount of
the Mortgage Loan;


 


(6)         any
amounts under this Loan Agreement or any other Loan Document may be released;


 


(7)         any
security for the Indebtedness may be modified, exchanged, released, surrendered, or otherwise dealt with, or additional security
may be pledged or mortgaged for the Indebtedness;


 


(8)         the
payment of the Indebtedness or any security for the Indebtedness, or both, may be subordinated to the right to payment or the security,
or both, of any other present or future creditor of Borrower; or


 


(9)         any
other terms of the Loan Documents may be modified.


 






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(b)          No
Waiver of Rights or Remedies.


 


Any waiver of an Event
of Default or forbearance by Lender in exercising any right or remedy under this Loan Agreement or any other Loan Document or otherwise
afforded by applicable law, shall not be a waiver of any other Event of Default or preclude the exercise or failure to exercise
of any other right or remedy. The acceptance by Lender of payment of all or any part of the Indebtedness after the due date of
such payment, or in an amount which is less than the required payment, shall not be a waiver of Lender’s right to require
prompt payment when due of all other payments on account of the Indebtedness or to exercise any remedies for any failure to make
prompt payment. Enforcement by Lender of any security for the Indebtedness shall not constitute an election by Lender of remedies
so as to preclude the exercise or failure to exercise of any other right available to Lender. Lender’s receipt of any insurance
proceeds or amounts in connection with a Condemnation Action shall not operate to cure or waive any Event of Default.


 


(c)          Appointment
of Lender as Attorney-In-Fact.


 


Borrower hereby irrevocably
makes, constitutes, and appoints Lender (and any officer of Lender or any Person designated by Lender for that purpose) as Borrower’s
true and lawful proxy and attorney-in-fact (and agent-in-fact) in Borrower’s name, place, and stead, with full power of substitution,
to:


 


(1)         use
any of the funds in the Replacement Reserve Account or Repairs Escrow Account for the purpose of making or completing the Replacements
or Repairs;


 


(2)         make
such additions, changes, and corrections to the Replacements or Repairs as shall be necessary or desirable to complete the Replacements
or Repairs;


  


(3)         employ
such contractors, subcontractors, agents, architects, and inspectors as shall be required for such purposes;


 


(4)         pay,
settle, or compromise all bills and claims for materials and work performed in connection with the Replacements or Repairs, or
as may be necessary or desirable for the completion of the Replacements or Repairs, or for clearance of title;


 


(5)         adjust
and compromise any claims under any and all policies of insurance required pursuant to this Loan Agreement and any other Loan Document,
subject only to Borrower’s rights under this Loan Agreement;


 


(6)         appear
in and prosecute any action arising from any insurance policies;


 


(7)         collect
and receive the proceeds of insurance, and to deduct from such proceeds Lender’s expenses incurred in the collection of such
proceeds;


 


(8)         commence,
appear in, and prosecute, in Lender’s or Borrower’s name, any action or proceeding relating to any condemnation;


 


(9)         settle
or compromise any claim in connection with any condemnation;


 


(10)        execute
all applications and certificates in the name of Borrower which may be required by any of the contract documents;


 






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(11)        prosecute
and defend all actions or proceedings in connection with the Mortgaged Property or the rehabilitation and repair of the Mortgaged
Property;


 


(12)        take
such actions as are permitted in this Loan Agreement and any other Loan Documents;


 


(13)        execute
such financing statements and other documents and to do such other acts as Lender may require to perfect and preserve Lender’s
security interest in, and to enforce such interests in, the collateral; and


 


(14)        carry
out any remedy provided for in this Loan Agreement and any other Loan Documents, including endorsing Borrower’s name to checks,
drafts, instruments and other items of payment and proceeds of the collateral, executing change of address forms with the postmaster
of the United States Post Office serving the address of Borrower, changing the address of Borrower to that of Lender, opening all
envelopes addressed to Borrower, and applying any payments contained therein to the Indebtedness.


 


Borrower hereby
acknowledges that the constitution and appointment of such proxy and attorney-in-fact are coupled with an interest and are irrevocable
and shall not be affected by the disability or incompetence of Borrower. Borrower specifically acknowledges and agrees that this
power of attorney granted to Lender may be assigned by Lender to Lender’s successors or assigns as holder of the Note (and
the other Loan Documents). The foregoing powers conferred on Lender under this Section 14.03(c) shall not impose any duty upon
Lender to exercise any such powers and shall not require Lender to incur any expense or take any action. Borrower hereby ratifies
and confirms all that such attorney-in-fact may do or cause to be done by virtue of any provision of this Loan Agreement and any
other Loan Documents.


  


Notwithstanding
the foregoing provisions, Lender shall not exercise its rights as set forth in this Section 14.03(c) unless: (A) an Event of Default
has occurred and is continuing, or (B) Lender determines, in its discretion, that exigent circumstances exist or that such exercise
is necessary or prudent in order to protect and preserve the Mortgaged Property, or Lender’s lien priority and security interest
in the Mortgaged Property.


 


(d)          Borrower
Waivers.


 


If more than one Person
signs this Loan Agreement as Borrower, each Borrower, with respect to any other Borrower, hereby agrees that Lender, in its discretion,
may:


 


(1)         bring
suit against Borrower, or any one or more of Borrower, jointly and severally, or against any one or more of them;


 


(2)         compromise
or settle with any one or more of the persons constituting Borrower, for such consideration as Lender may deem proper;


 


(3)         release
one or more of the persons constituting Borrower, from liability; or


 


(4)         otherwise
deal with Borrower, or any one or more of them, in any manner, and no such action shall impair the rights of Lender to collect
from any Borrower the full amount of the Indebtedness.


 






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Section 14.04         Waiver
of Marshaling.


 


Notwithstanding the
existence of any other security interests in the Mortgaged Property held by Lender or by any other party, Lender shall have the
right to determine the order in which any or all of the Mortgaged Property shall be subjected to the remedies provided in this
Loan Agreement, any other Loan Document or applicable law. Lender shall have the right to determine the order in which all or any
part of the Indebtedness is satisfied from the proceeds realized upon the exercise of such remedies. Borrower and any party who
now or in the future acquires a security interest in the Mortgaged Property and who has actual or constructive notice of this Loan
Agreement waives any and all right to require the marshaling of assets or to require that any of the Mortgaged Property be sold
in the inverse order of alienation or that any of the Mortgaged Property be sold in parcels or as an entirety in connection with
the exercise of any of the remedies permitted by applicable law or provided in this Loan Agreement or any other Loan Documents.


 


Lender shall account
for any moneys received by Lender in respect of any foreclosure on or disposition of collateral hereunder and under the other Loan
Documents provided that Lender shall not have any duty as to any collateral, and Lender shall be accountable only for amounts that
it actually receives as a result of the exercise of such powers. NONE OF LENDER OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES,
AGENTS, OR REPRESENTATIVES SHALL BE RESPONSIBLE TO BORROWER (A) FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE,
EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED PURSUANT
TO A FINAL, NON-APPEALABLE COURT ORDER BY A COURT OF COMPETENT JURISDICTION, NOR (B) FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL
DAMAGES.


 


 


ARTICLE
15 - MISCELLANEOUS


 


Section 15.01         Governing
Law; Consent to Jurisdiction and Venue.


 


(a)          Governing
Law.


 


This Loan Agreement
and any other Loan Document which does not itself expressly identify the law that is to apply to it, shall be governed by the laws
of the Property Jurisdiction without regard to the application of choice of law principles.


 


(b)          Venue.


 


Any controversy arising
under or in relation to this Loan Agreement or any other Loan Document shall be litigated exclusively in the Property Jurisdiction
without regard to conflicts of laws principles. The state and federal courts and authorities with jurisdiction in the Property
Jurisdiction shall have exclusive jurisdiction over all controversies which shall arise under or in relation to this Loan Agreement
or any other Loan Document. Borrower irrevocably consents to service, jurisdiction, and venue of such courts for any such litigation
and waives any other venue to which it might be entitled by virtue of domicile, habitual residence, or otherwise.


 






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Section 15.02         Notice.


 


(a)          Process
of Serving Notice.


 


Except as otherwise
set forth herein or in any other Loan Document, all notices under this Loan Agreement and any other Loan Document shall be:


 


(1)         in
writing and shall be:


 


(A)         delivered,
in person;


 


(B)         mailed,
postage prepaid, either by registered or certified delivery, return receipt requested;


 


(C)         sent
by overnight courier; or


 


(D)         sent
by electronic mail with originals to follow by overnight courier;


 


(2)         addressed
to the intended recipient at Borrower’s Notice Address and Lender’s Notice Address, as applicable; and


 


(3)         deemed
given on the earlier to occur of:


 


(A)         the
date when the notice is received by the addressee; or


 


(B)         if
the recipient refuses or rejects delivery, the date on which the notice is so refused or rejected, as conclusively established
by the records of the United States Postal Service or such express courier service.


  


(b)          Change
of Address.


 


Any party to this Loan
Agreement may change the address to which notices intended for it are to be directed by means of notice given to the other parties
identified on the Summary of Loan Terms in accordance with this Section 15.02.


 


(c)          Default
Method of Notice.


 


Any required notice
under this Loan Agreement or any other Loan Document which does not specify how notices are to be given shall be given in accordance
with this Section 15.02.


 


(d)          Receipt
of Notices.


 


Neither Borrower nor
Lender shall refuse or reject delivery of any notice given in accordance with this Loan Agreement. Each party is required to acknowledge,
in writing, the receipt of any notice upon request by the other party.


 






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Section 15.03         Successors
and Assigns Bound; Sale of Mortgage Loan.


 


(a)          Binding
Agreement.


 


This Loan Agreement
shall bind, and the rights granted by this Loan Agreement shall inure to, the successors and assigns of Lender and the permitted
successors and assigns of Borrower. However, a Transfer not permitted by this Loan Agreement shall be an Event of Default and shall
be void ab initio.


 


(b)          Sale
of Mortgage Loan; Change of Servicer.


 


Nothing in this Loan
Agreement shall limit Lender’s (including its successors and assigns) right to sell or transfer the Mortgage Loan or any
interest in the Mortgage Loan. The Mortgage Loan or a partial interest in the Mortgage Loan (together with this Loan Agreement
and the other Loan Documents) may be sold one or more times without prior written notice to Borrower. A sale may result in a change
of the Loan Servicer.


 


Section 15.04         Counterparts.


 


This Loan Agreement
may be executed in any number of counterparts with the same effect as if the parties hereto had signed the same document and all
such counterparts shall be construed together and shall constitute one instrument.


 


Section 15.05         Joint
and Several (or Solidary) Liability.


 


If more than one Person
signs this Loan Agreement as Borrower, the obligations of such Persons shall be joint and several (solidary instead for purposes
of Louisiana law).


 


Section 15.06         Relationship
of Parties; No Third Party Beneficiary.


 


(a)          Solely
Creditor and Debtor.


 


The relationship between
Lender and Borrower shall be solely that of creditor and debtor, respectively, and nothing contained in this Loan Agreement shall
create any other relationship between Lender and Borrower. Nothing contained in this Loan Agreement shall constitute Lender as
a joint venturer, partner, or agent of Borrower, or render Lender liable for any debts, obligations, acts, omissions, representations,
or contracts of Borrower.


 


(b)          No
Third Party Beneficiaries.


 


No creditor of any
party to this Loan Agreement and no other Person shall be a third party beneficiary of this Loan Agreement or any other Loan Document
or any account created or contemplated under this Loan Agreement or any other Loan Document. Nothing contained in this Loan Agreement
shall be deemed or construed to create an obligation on the part of Lender to any third party nor shall any third party have a
right to enforce against Lender any right that Borrower may have under this Loan Agreement. Without limiting the foregoing:


 


(1)         any
Servicing Arrangement between Lender and any Loan Servicer shall constitute a contractual obligation of such Loan Servicer that
is independent of the obligation of Borrower for the payment of the Indebtedness;


 






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(2)         Borrower
shall not be a third party beneficiary of any Servicing Arrangement; and


 


(3)         no
payment by the Loan Servicer under any Servicing Arrangement will reduce the amount of the Indebtedness.


 


Section 15.07         Severability;
Entire Agreement; Amendments.


 


The invalidity or unenforceability
of any provision of this Loan Agreement or any other Loan Document shall not affect the validity or enforceability of any other
provision of this Loan Agreement or of any other Loan Document, all of which shall remain in full force and effect, including the
Guaranty. This Loan Agreement contains the complete and entire agreement among the parties as to the matters covered, rights granted,
and the obligations assumed in this Loan Agreement. This Loan Agreement may not be amended or modified except by written agreement
signed by the parties hereto.


 


Section 15.08         Construction.


 


(a)          The
captions and headings of the sections of this Loan Agreement and the Loan Documents are for convenience only and shall be disregarded
in construing this Loan Agreement and the Loan Documents.


 


(b)          Any
reference in this Loan Agreement to an “Exhibit” or “Schedule” or a “Section” or an “Article”
shall, unless otherwise explicitly provided, be construed as referring, respectively, to an Exhibit or Schedule attached to this
Loan Agreement or to a Section or Article of this Loan Agreement.


 


(c)          Any
reference in this Loan Agreement to a statute or regulation shall be construed as referring to that statute or regulation as amended
from time to time.


 


(d)          Use
of the singular in this Loan Agreement includes the plural and use of the plural includes the singular.


  


(e)          As
used in this Loan Agreement, the term “including” means “including, but not limited to” or “including,
without limitation,” and is for example only and not a limitation.


 


(f)          Whenever
Borrower’s knowledge is implicated in this Loan Agreement or the phrase “to Borrower’s knowledge” or a
similar phrase is used in this Loan Agreement, Borrower’s knowledge or such phrase(s) shall be interpreted to mean to the
best of Borrower’s knowledge after reasonable and diligent inquiry and investigation.


 


(g)          Unless
otherwise provided in this Loan Agreement, if Lender’s approval, designation, determination, selection, estimate, action,
or decision is required, permitted, or contemplated hereunder, such approval, designation, determination, selection, estimate,
action, or decision shall be made in Lender’s sole and absolute discretion.


 


(h)          All
references in this Loan Agreement to a separate instrument or agreement shall include such instrument or agreement as the same
may be amended or supplemented from time to time pursuant to the applicable provisions thereof.


 


(i)          “Lender
may” shall mean at Lender’s discretion, but shall not be an obligation.


 






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(j)          If
the Mortgage Loan proceeds are disbursed on a date that is later than the Effective Date, as described in Section 2.02(a)(1), the
representations and warranties in the Loan Documents with respect to the ownership and operation of the Mortgaged Property shall
be deemed to be made as of the disbursement date.


 


Section 15.09         Mortgage
Loan Servicing.


 


All actions regarding
the servicing of the Mortgage Loan, including the collection of payments, the giving and receipt of notice, inspections of the
Mortgaged Property, inspections of books and records, and the granting of consents and approvals, may be taken by the Loan Servicer
unless Borrower receives notice to the contrary. If Borrower receives conflicting notices regarding the identity of the Loan Servicer
or any other subject, any such written notice from Lender shall govern. The Loan Servicer may change from time to time (whether
related or unrelated to a sale of the Mortgage Loan). If there is a change of the Loan Servicer, Borrower will be given written
notice of the change.


 


Section 15.10         Disclosure
of Information.


 


Lender may furnish
information regarding Borrower, Key Principal, or Guarantor, or the Mortgaged Property to third parties with an existing or prospective
interest in the servicing, enforcement, evaluation, performance, purchase, or securitization of the Mortgage Loan, including trustees,
master servicers, special servicers, rating agencies, and organizations maintaining databases on the underwriting and performance
of multifamily mortgage loans. Borrower irrevocably waives any and all rights it may have under applicable law to prohibit such
disclosure, including any right of privacy.


 


Section 15.11         Waiver;
Conflict.


 


No specific waiver
of any of the terms of this Loan Agreement shall be considered as a general waiver. If any provision of this Loan Agreement is
in conflict with any provision of any other Loan Document, the provision contained in this Loan Agreement shall control.


  


Section 15.12         No
Reliance.


 


Borrower acknowledges,
represents, and warrants that:


 


(a)          it
understands the nature and structure of the transactions contemplated by this Loan Agreement and the other Loan Documents;


 


(b)          it
is familiar with the provisions of all of the documents and instruments relating to such transactions;


 


(c)          it
understands the risks inherent in such transactions, including the risk of loss of all or any part of the Mortgaged Property;


 


(d)          it
has had the opportunity to consult counsel; and


 


(e)          it
has not relied on Lender for any guidance or expertise in analyzing the financial or other consequences of the transactions contemplated
by this Loan Agreement or any other Loan Document or otherwise relied on Lender in any manner in connection with interpreting,
entering into, or otherwise in connection with this Loan Agreement, any other Loan Document, or any of the matters contemplated
hereby or thereby.


 






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Section 15.13         Subrogation.


 


If, and to the extent
that, the proceeds of the Mortgage Loan are used to pay, satisfy, or discharge any obligation of Borrower for the payment of money
that is secured by a pre-existing mortgage, deed of trust, or other lien encumbering the Mortgaged Property, such Mortgage Loan
proceeds shall be deemed to have been advanced by Lender at Borrower’s request, and Lender shall automatically, and without
further action on its part, be subrogated to the rights, including lien priority, of the owner or holder of the obligation secured
by such prior lien, whether or not such prior lien is released.


 


Section 15.14         Counting
of Days.


 


Except where otherwise
specifically provided, any reference in this Loan Agreement to a period of “days” means calendar days, not Business
Days. If the date on which Borrower is required to perform an obligation under this Loan Agreement is not a Business Day, Borrower
shall be required to perform such obligation by the Business Day immediately preceding such date; provided, however,
in respect of any Payment Date, or if the Maturity Date is other than a Business Day, Borrower shall be obligated to make such
payment by the Business Day immediately following such date.


 


Section 15.15         Revival
and Reinstatement of Indebtedness.


 


If the payment of all
or any part of the Indebtedness by Borrower, Guarantor, or any other Person, or the transfer to Lender of any collateral or other
property should for any reason subsequently be declared to be void or voidable under any state or federal law relating to creditors’
rights, including provisions of the Insolvency Laws relating to a Voidable Transfer, and if Lender is required to repay or restore,
in whole or in part, any such Voidable Transfer, or elects to do so upon the advice of its counsel, then the amount of such Voidable
Transfer or the amount of such Voidable Transfer that Lender is required or elects to repay or restore, including all reasonable
costs, expenses, and attorneys’ fees incurred by Lender in connection therewith, and the Indebtedness shall automatically
shall be revived, reinstated, and restored by such amount and shall exist as though such Voidable Transfer had never been made.


 


Section 15.16         Time
is of the Essence.


 


Borrower agrees that,
with respect to each and every obligation and covenant contained in this Loan Agreement and the other Loan Documents, time is of
the essence.


 


Section 15.17         Final
Agreement.


 


THIS LOAN AGREEMENT
ALONG WITH ALL OF THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER
HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS. THERE ARE NO UNWRITTEN
ORAL AGREEMENTS BETWEEN THE PARTIES. All prior or contemporaneous agreements, understandings, representations, and statements,
oral or written, are merged into this Loan Agreement and the other Loan Documents. This Loan Agreement, the other Loan Documents,
and any of their provisions may not be waived, modified, amended, discharged, or terminated except by an agreement in writing signed
by the party against which the enforcement of the waiver, modification, amendment, discharge, or termination is sought, and then
only to the extent set forth in that agreement.


 






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Section 15.18         WAIVER
OF TRIAL BY JURY.


 


TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, EACH OF BORROWER AND LENDER (a) COVENANTS AND AGREES NOT TO ELECT A TRIAL BY JURY WITH RESPECT TO
ANY ISSUE ARISING OUT OF THIS LOAN AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR THE RELATIONSHIP BETWEEN THE PARTIES AS BORROWER AND
LENDER, THAT IS TRIABLE OF RIGHT BY A JURY, AND (b)
WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO SUCH ISSUE TO THE EXTENT THAT ANY SUCH RIGHT EXISTS NOW OR IN THE FUTURE.
THIS WAIVER OF RIGHT TO TRIAL BY JURY IS SEPARATELY GIVEN BY EACH PARTY, KNOWINGLY AND VOLUNTARILY WITH THE BENEFIT OF COMPETENT
LEGAL COUNSEL.


 


IN WITNESS WHEREOF,
Borrower and Lender have signed and delivered this Loan Agreement under seal (where applicable) or have caused this Loan Agreement
to be signed and delivered under seal (where applicable) by their duly authorized representatives. Where applicable law so provides,
Borrower and Lender intend that this Loan Agreement shall be deemed to be signed and delivered as a sealed instrument.


 


[Remainder of Page Intentionally Blank]


 




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	 	BORROWER:
	 	 
	 	BR FOX HILLS TIC-1, LLC, a Delaware limited liability company
	 	 	 
	 	By:  	23Hundred, LLC, a Delaware limited liability company, its sole member
	 	 	 	 
	 	 	By: 	/s/ Jordan Ruddy
	 	 	 	Name: Jordan Ruddy
	 	 	 	Title: Authorized Signatory


 




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	 	BORROWER:
	 	 
	 	BR FOX HILLS TIC-2, LLC, a Delaware limited liability company
	 	 	 	 
	 	By:  	Bell BR Waterford Crossing JV, LLC, a Delaware limited liability company, its sole member
	 	 	 	 
	 	 	By: 	/s/ Jordan Ruddy
	 	 	 	Name: Jordan Ruddy
	 	 	 	Title: Authorized Signatory


 




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	 	LENDER:
	 	 
	 	WALKER & DUNLOP, LLC, a Delaware limited liability company
	 	 	 
	 	By: 	/s/ Loretta Webb
	 	 	Loretta Webb
	 	 	Vice President


 




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SCHEDULE 1


TO MULTIFAMILY LOAN AND SECURITY AGREEMENT


 


Definitions Schedule


(Interest Rate Type – Fixed Rate)


 


Capitalized terms used
in the Loan Agreement have the meanings given to such terms in this Definitions Schedule.


 


“Accrued Interest” means
unpaid interest, if any, on the Mortgage Loan that has not been added to the unpaid principal balance of the Mortgage Loan pursuant
to Section 2.02(b) (Capitalization of Accrued But Unpaid Interest) of the Loan Agreement.


 


“Additional Lender Repairs”
means repairs of the type listed on the Required Repair Schedule but not otherwise identified thereon that are determined advisable
by Lender to keep the Mortgaged Property in good order and repair (ordinary wear and tear excepted) and in good marketable condition
or to prevent deterioration of the Mortgaged Property.


 


“Additional Lender Replacements”
means replacements of the type listed on the Required Replacement Schedule but not otherwise identified thereon that are determined
advisable by Lender to keep the Mortgaged Property in good order and repair (ordinary wear and tear excepted) and in good marketable
condition or to prevent deterioration of the Mortgaged Property.


 


“Amortization Period”
has the meaning set forth in the Summary of Loan Terms.


 


“Amortization Type”
has the meaning set forth in the Summary of Loan Terms.


 


“Bank Secrecy Act” means
the Bank Secrecy Act of 1970, as amended (e.g., 31 U.S.C. Sections 5311-5330).


 


“Bankruptcy Event” means
any one or more of the following:


 


(a)          the
commencement, filing or continuation of a voluntary case or proceeding under one or more of the Insolvency Laws by Borrower;


 


(b)          the
acknowledgment in writing by Borrower (other than to Lender in connection with a workout) that it is unable to pay its debts
generally as they mature;


 


(c)          the
making of a general assignment for the benefit of creditors by Borrower;


 


(d)          the
commencement, filing or continuation of an involuntary case or proceeding under one or more Insolvency Laws against Borrower; or


 


(e)          the
appointment of a receiver (other than a receiver appointed at the direction or request of Lender under the terms of the Loan Documents),
liquidator, custodian, sequestrator, trustee or other similar officer who exercises control over Borrower or any substantial part
of the assets of Borrower;


 




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(Interest Rate Type - Fixed Rate)
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provided, however, that any proceeding
or case under (d) or (e) above shall not be a Bankruptcy Event until the ninetieth (90th) day after filing (if not earlier
dismissed) so long as such proceeding or case occurred without the consent, encouragement or active participation of (1) Borrower,
Guarantor, or Key Principal, (2) any Person Controlling Borrower, Guarantor or Key Principal, or (3) any Person Controlled by or
under common Control with Borrower, Guarantor or Key Principal (in which event such case or proceeding shall be a Bankruptcy Event
immediately).


 


“Borrower” means, individually
(and jointly and severally (solidarily instead for purposes of Louisiana law) if more than one), the entity (or entities) identified
as “Borrower” in the first paragraph of the Loan Agreement.


 


“Borrower Affiliate”
means, as to Borrower, Guarantor or Key Principal:


 


(a)          any
Person that owns any direct ownership interest in Borrower, Guarantor or Key Principal; except that if Guarantor or Key Principal
is a Publicly-Held Corporation or a Public-Held Trust, then only the shareholders or beneficial owners of such Publicly-Held Corporation
or a Public-Held Trust with the power to vote twenty percent (20%) or more of the ownership interests in Guarantor or Key Principal;


 


(b)          any
Person that indirectly owns, with the power to vote, twenty percent (20%) or more of the ownership interests in Borrower, Guarantor
or Key Principal:


 


(c)          any
Person Controlled by, under common Control with, or which Controls, Borrower, Guarantor or Key Principal;


 


(d)          any
entity in which Borrower, Guarantor or Key Principal directly or indirectly owns, with the power to vote, twenty percent (20%)
or more of the ownership interests in such entity, or


 


(e)          any
other individual that is related (to the third degree of consanguinity) by blood or marriage to Borrower, Guarantor or Key Principal.


 


“Borrower Requested Repairs”
means repairs not listed on the Required Repair Schedule requested by Borrower to be reimbursed from the Repairs Escrow Account
and determined advisable by Lender to keep the Mortgaged Property in good order and repair and in a good marketable condition or
to prevent deterioration of the Mortgaged Property.


 


“Borrower Requested Replacements”
means replacements not listed on the Required Replacement Schedule requested by Borrower to be reimbursed from the Replacement
Reserve Account and determined advisable by Lender to keep the Mortgaged Property in good order and repair and in a good marketable
condition or to prevent deterioration of the Mortgaged Property.


 


“Borrower’s General Business
Address” has the meaning set forth in the Summary of Loan Terms.


 


“Borrower’s Notice Address”
has the meaning set forth in the Summary of Loan Terms.


 


“Business Day” means
any day other than (a) a Saturday, (b) a Sunday, (c) a day on which Lender is not open for business, or (d) a day on which the
Federal Reserve Bank of New York is not open for business.


 




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“Collateral Account Funds”
means, collectively, the funds on deposit in any or all of the Collateral Accounts, including the Reserve/Escrow Account Funds.


 


“Collateral Accounts”
means any account designated as such by Lender pursuant to a Collateral Agreement or as established pursuant to this Loan Agreement,
including the Reserve/Escrow Account.


 


“Collateral Agreement”
means any separate agreement between Borrower and Lender for the establishment of any other fund, reserve or account.


 


“Completion Period”
has the meaning set forth in the Summary of Loan Terms.


 


“Condemnation Action”
has the meaning set forth in the Security Instrument.


 


“Control” (including
with correlative meanings, such as “Controlling,” “Controlled by” and “under common Control with”)
means, as applied to any entity, the possession, directly or indirectly, of the power to direct or cause the direction of the management
and operations of such entity (including, by way of illustration and not limitation, the power to (1) elect the majority of the
directors of such entity; (2) make management decisions on behalf of or independently select the manager of a limited liability
company or the managing partner of a partnership; (3) independently remove and then select a majority of those individuals exercising
managerial authority over any entity; (4) limit or otherwise modify the extent of control over the management and operations of
an entity by any Person exercising managerial authority over such entity), whether through the ownership of voting securities or
other ownership interests, by contract or otherwise.


 


“Credit Score” means
a numerical value or a categorization derived from a statistical tool or modeling system used to measure credit risk and predict
the likelihood of certain credit behaviors, including default.


 


“Debt Service Amounts”
means the Monthly Debt Service Payments and all other amounts payable under the Loan Agreement, the Note, the Security Instrument
or any other Loan Document.


 


“Default Rate” means
an interest rate equal to the lesser of:


 


(a)          the
sum of the Interest Rate plus four (4) percentage points; or


 


(b)          the
maximum interest rate which may be collected from Borrower under applicable law.


 


“Definitions Schedule”
means this Schedule 1 (Definitions Schedule) to the Loan Agreement.


 


“Effective Date” has
the meaning set forth in the Summary of Loan Terms.


 


“Employee Benefit Plan”
means a plan described in Section 3(3) of ERISA, regardless of whether the plan is subject to ERISA.


 


“Enforcement Costs”
has the meaning set forth in the Security Instrument.


 




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“Environmental Indemnity Agreement”
means that certain Environmental Indemnity Agreement dated as of the Effective Date made by Borrower to and for the benefit of
Lender, as the same may be amended, restated, replaced, supplemented, or otherwise modified from time to time.


 


“Environmental Inspections”
has the meaning set forth in the Environmental Indemnity Agreement.


 


“Environmental Laws”
has the meaning set forth in the Environmental Indemnity Agreement.


 


“ERISA” means the Employee
Retirement Income Security Act of 1974, as amended.


 


“ERISA Affiliate” shall
mean, with respect to Borrower, any entity that, together with Borrower, would be treated as a single employer under Section 414(b)
or (c) of the Internal Revenue Code, or Section 4001(a)(14) of ERISA, or the regulations thereunder.


 


“ERISA Plan” means any
employee pension benefit plan within the meaning of Section 3(2) of ERISA (or related trust) that is subject to the requirements
of Title IV of ERISA, Sections 430 or 431 of the Internal Revenue Code, or Sections 302, 303, or 304 of ERISA, which is maintained
or contributed to by Borrower or its ERISA Affiliates.


 


“Event of Default” means
the occurrence of any event listed in Section 14.01 (Events of Default) of the Loan Agreement.


 


“Exceptions to Representations
and Warranties Schedule” means that certain Schedule 7 (Exceptions to Representations and Warranties Schedule)
to the Loan Agreement.


 


“First Payment Date”
has the meaning set forth in the Summary of Loan Terms.


 


“First Principal and Interest
Payment Date” has the meaning set forth in the Summary of Loan Terms, if applicable.


 


“Fixed Rate” has the
meaning set forth in the Summary of Loan Terms.


 


“Fixtures” has the meaning
set forth in the Security Instrument.


 


“Force Majeure” shall
mean acts of God, acts of war, civil disturbance, governmental action (including the revocation or refusal to grant licenses or
permits, where such revocation or refusal is not due to the fault of Borrower), strikes, lockouts, fire, unavoidable casualties
or any other causes beyond the reasonable control of Borrower (other than lack of financing), and of which Borrower shall have
notified Lender in writing within ten (10) days after its occurrence.


 


“Foreclosure Event”
means:


 


(a)          foreclosure
under the Security Instrument;


 


(b)          any
other exercise by Lender of rights and remedies (whether under the Security Instrument or under applicable law, including Insolvency
Laws) as holder of the Mortgage Loan and/or the Security Instrument, as a result of which Lender (or its designee or nominee) or
a third party purchaser becomes owner of the Mortgaged Property;


 




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(c)          delivery
by Borrower to Lender (or its designee or nominee) of a deed or other conveyance of Borrower’s interest in the Mortgaged
Property in lieu of any of the foregoing; or


 


(d)          in
Louisiana, any dation en paiement.


 


“Governmental Authority”
means any court, board, commission, department or body of any municipal, county, state or federal governmental unit, or any subdivision
of any of them, that has or acquires jurisdiction over Borrower or the Mortgaged Property or the use, operation or improvement
of the Mortgaged Property.


 


“Guarantor” means, individually
and collectively, any guarantor of the Indebtedness or any other obligation of Borrower under any Loan Document.


 


“Guarantor Bankruptcy Event”
means any one or more of the following:


 


(a)          the
commencement, filing or continuation of a voluntary case or proceeding under one or more of the Insolvency Laws by Guarantor;


 


(b)          the
acknowledgment in writing by Guarantor (other than to Lender in connection with a workout) that it is unable to pay its
debts generally as they mature;


 


(c)          the
making of a general assignment for the benefit of creditors by Guarantor;


 


(d)          the
commencement, filing or continuation of an involuntary case or proceeding under one or more Insolvency Laws against Guarantor;
or


 


(e)          the
appointment of a receiver, liquidator, custodian, sequestrator, trustee or other similar officer who exercises control over Guarantor
or any substantial part of the assets of Guarantor, as applicable;


 


provided, however, that any proceeding
or case under (d) or (e) above shall not be a Guarantor Bankruptcy Event until the ninetieth (90th) day after filing (if not
earlier dismissed) so long as such proceeding or case occurred without the consent, encouragement or active participation of (1) Borrower,
Guarantor or Key Principal, (2) any Person Controlling Borrower, Guarantor or Key Principal, or (3) any Person Controlled by or
under common Control with Borrower, Guarantor or Key Principal (in which event such case or proceeding shall be a Guarantor Bankruptcy
Event immediately).


 


“Guarantor’s General Business
Address” has the meaning set forth in the Summary of Loan Terms.


 


“Guarantor’s Notice Address”
has the meaning set forth in the Summary of Loan Terms.


 


“Guaranty” means, individually
and collectively, any Payment Guaranty, Non-Recourse Guaranty or other guaranty executed by Guarantor in connection with the Mortgage
Loan.


 


“Immediate Family Members”
means a child, stepchild, grandchild, spouse, sibling, or parent, each of whom is not a Prohibited Person.


 


“Imposition Deposits”
has the meaning set forth in the Security Instrument.


 




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“Impositions” has the
meaning set forth in the Security Instrument.


 


“Improvements” has the
meaning set forth in the Security Instrument.


 


“Indebtedness” has the
meaning set forth in the Security Instrument.


 


“Initial Replacement Reserve Deposit”
has the meaning set forth in the Summary of Loan Terms.


 


“Insolvency Laws” means
the United States Bankruptcy Code, 11 U.S.C. Section 101, et seq., together with any other federal or state law affecting
debtor and creditor rights or relating to the bankruptcy, insolvency, reorganization, arrangement, moratorium, readjustment of
debt, dissolution, liquidation or similar laws, proceedings, or equitable principles affecting the enforcement of creditors’
rights, as amended from time to time.


 


“Insolvent” means:


 


(a)          that
the sum total of all of a specified Person’s liabilities (whether secured or unsecured, contingent or fixed, or liquidated
or unliquidated) is in excess of the value of such Person’s non-exempt assets, i.e., all of the assets of such Person that
are available to satisfy claims of creditors; or


 


(b)          such
Person’s inability to pay its debts as they become due.


 


“Intended Prepayment Date”
means the date upon which Borrower intends to make a prepayment on the Mortgage Loan, as set forth in the Prepayment Notice.


 


“Interest Accrual Method”
has the meaning set forth in the Summary of Loan Terms.


 


“Interest Only Term”
has the meaning set forth in the Summary of Loan Terms.


 


“Interest Rate” means
the Fixed Rate.


 


“Interest Rate Type”
has the meaning set forth in the Summary of Loan Terms.


 


“Internal Revenue Code”
means the Internal Revenue Code of 1986, as amended.


 


“Investor” means any
Person to whom Lender intends to sell, transfer, deliver or assign the Mortgage Loan in the secondary mortgage market.


 


“Key Principal” means,
collectively:


 


(a)          the
natural person(s) or entity that Controls Borrower that Lender determines is critical to the successful operation and management
of Borrower and the Mortgaged Property, as identified as such in the Summary of Loan Terms; or


 


(b)          any
natural person or entity who becomes a Key Principal after the date of the Loan Agreement and is identified as such in an assumption
agreement, or another amendment or supplement to the Loan Agreement.


 




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(Interest Rate Type - Fixed Rate)
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“Key Principal’s
General Business Address” has the meaning set forth in the Summary of Loan Terms.


 


“Key Principal’s Notice
Address” has the meaning set forth in the Summary of Loan Terms.


 


“Land” means the land
described in Exhibit A to the Security Instrument.


 


“Last Interest Only Payment Date”
has the meaning set forth in the Summary of Loan Terms, if applicable.


 


“Late Charge” means
an amount equal to the delinquent amount then due under the Loan Documents multiplied by five percent (5%).


 


“Leases” has the meaning
set forth in the Security Instrument.


 


“Lender” means the entity
identified as “Lender” in the first paragraph of the Loan Agreement and its transferees, successors and assigns, or
any subsequent holder of the Note.


 


“Lender’s General Business
Address” has the meaning set forth in the Summary of Loan Terms.


 


“Lender’s Notice Address”
has the meaning set forth in the Summary of Loan Terms.


 


“Lender’s Payment Address”
has the meaning set forth in the Summary of Loan Terms.


 


“Lien” has the meaning
set forth in the Security Instrument.


 


“Loan Agreement” means
the Multifamily Loan and Security Agreement dated as of the Effective Date executed by and between Borrower and Lender to which
this Definitions Schedule is attached, as the same may be amended, restated, replaced, supplemented or otherwise modified from
time to time.


 


“Loan Amount” has the
meaning set forth in the Summary of Loan Terms.


 


“Loan Application” means
the application for the Mortgage Loan submitted by Borrower to Lender.


 


“Loan Documents” means
the Note, the Loan Agreement, the Security Instrument, the Environmental Indemnity Agreement, the Guaranty, all guaranties, all
indemnity agreements, all Collateral Agreements, all O&M Plans, and any other documents now or in the future executed by Borrower,
Guarantor, Key Principal, any other guarantor or any other Person in connection with the Mortgage Loan, as such documents may be
amended, restated, replaced, supplemented or otherwise modified from time to time.


 


“Loan Servicer” means
the entity that from time to time is designated by Lender to collect payments and deposits and receive notices under the Note,
the Loan Agreement, the Security Instrument and any other Loan Document, and otherwise to service the Mortgage Loan for the benefit
of Lender. Unless Borrower receives notice to the contrary, the Loan Servicer shall be the Lender originally named on the Summary
of Loan Terms.


 


“Loan Term” has the
meaning set forth in the Summary of Loan Terms.


 




    	Schedule 1 to Multifamily Loan and
Security Agreement - Definitions Schedule
(Interest Rate Type - Fixed Rate)
Fannie Mae	Form 6101.FR
08-14	Page  7
© 2014 Fannie Mae



    	 



    

 


“Loan Year” has the
meaning set forth in the Summary of Loan Terms.


 


“Material Commercial Lease”
means any non-Residential Lease, including any master lease (which term “master lease” shall include any master lease
to a single corporate tenant), other than:


 


(a)          a
non-Residential Lease that comprises less than five percent (5%) of total gross income of the Mortgaged Property on an annualized
basis, so long as the lease is not a cell tower lease, a solar (power) lease or a solar power purchase agreement;


 


(b)          a
cable television lease or broadband network lease with a lessee that is not a Borrower Affiliate, Key Principal or Guarantor;


 


(c)          storage
units leased pursuant to any Residential Lease; or


 


(d)          a
laundry lease, so long as:


 


(1)         the
lessee is not a Borrower Affiliate, Key Principal or Guarantor;


 


(2)         the
rent payable is not below-market (as determined by Lender); and


 


(3)         such
laundry lease is terminable for cause by lessor.


 


“Maturity Date” has
the meaning set forth in the Summary of Loan Terms.


 


“Maximum Inspection Fee”
has the meaning set forth in the Summary of Loan Terms.


 


“Maximum Repair Cost”
shall be the amount(s) set forth in the Required Repair Schedule, if any.


 


“Maximum Repair Disbursement Interval”
has the meaning set forth in the Summary of Loan Terms.


 


“Maximum Replacement Reserve Disbursement
Interval” has the meaning set forth in the Summary of Loan Terms.


 


“Mezzanine Debt” means
a loan to a direct or indirect owner of Borrower secured by a pledge of such owner’s interest in an entity owning a direct
or indirect interest in Borrower.


 


“Minimum Repairs Disbursement
Amount” has the meaning set forth in the Summary of Loan Terms.


 


“Minimum Replacement Reserve Disbursement
Amount” has the meaning set forth in the Summary of Loan Terms.


 


“Monthly Debt Service Payment”
has the meaning set forth in the Summary of Loan Terms.


 


“Monthly Replacement Reserve Deposit”
has the meaning set forth in the Summary of Loan Terms.


 




    	Schedule 1 to Multifamily Loan and
Security Agreement - Definitions Schedule
(Interest Rate Type - Fixed Rate)
Fannie Mae	Form 6101.FR
08-14	Page  8
© 2014 Fannie Mae



    	 



    

 


“Mortgage Loan” means
the mortgage loan made by Lender to Borrower in the principal amount of the Note made pursuant to the Loan Agreement, evidenced
by the Note and secured by the Loan Documents that are expressly stated to be security for the Mortgage Loan.


 


“Mortgaged Property”
has the meaning set forth in the Security Instrument.


 


“Multifamily Project”
has the meaning set forth in the Summary of Loan Terms.


 


“Multifamily Project Address”
has the meaning set forth in the Summary of Loan Terms.


 


“Non-Recourse Guaranty”
means, if applicable, that certain Guaranty of Non-Recourse Obligations of even date herewith executed by Guarantor to and for
the benefit of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.


 


“Note” means that certain
Multifamily Note of even date herewith in the original principal amount of the stated Loan Amount made by Borrower in favor of
Lender, and all schedules, riders, allonges and addenda attached thereto, as the same may be amended, restated, replaced, supplemented
or otherwise modified from time to time.


 


“O&M Plan” has the
meaning set forth in the Environmental Indemnity Agreement.


 


“OFAC” means the United
States Treasury Department, Office of Foreign Assets Control, and any successor thereto.


 


“Payment Date” means
the First Payment Date and the first day of each month thereafter until the Mortgage Loan is fully paid.


 


“Payment Guaranty” means,
if applicable, that certain Guaranty (Payment) of even date herewith executed by Guarantor to and for the benefit of Lender, as
the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.


 


“Permitted Encumbrance”
has the meaning set forth in the Security Instrument.


 


“Permitted Mezzanine Debt”
means Mezzanine Debt incurred by a direct or indirect owner or owners of Borrower where the exercise of any of the rights and remedies
by the holder or holders of the Mezzanine Debt would not in any circumstance cause (a) a change in Control in Borrower, Key Principal,
or Guarantor, or (b) a Transfer of a direct or indirect Restricted Ownership Interest in Borrower, Key Principal, or Guarantor.


 


“Permitted Preferred Equity”
means Preferred Equity that does not (a) require mandatory dividends, distributions, payments or returns (including at maturity
or in connection with a redemption), or (b) provide the Preferred Equity owner with rights or remedies on account of a failure
to receive any preferred dividends, distributions, payments or returns (or, if such rights are provided, the exercise of such rights
do not violate the Loan Documents or are otherwise exercised with the prior written consent of Lender in accordance with Article
11 (Liens, Transfers and Assumptions) of the Loan Agreement and the payment of all applicable fees and expenses as set forth in
Section 11.03(g) (Further Conditions to Transfers and Assumption)).


 


“Permitted Prepayment Date”
means the last Business Day of a calendar month.


 




    	Schedule 1 to Multifamily Loan and
Security Agreement - Definitions Schedule
(Interest Rate Type - Fixed Rate)
Fannie Mae	Form 6101.FR
08-14	Page  9
© 2014 Fannie Mae



    	 



    

 


“Person” means an individual,
an estate, a trust, a corporation, a partnership, a limited liability company or any other organization or entity (whether governmental
or private).


 


“Personal Property”
means all of Borrower’s present and hereafter acquired right, title, and interest in the Goods, accounts, choses of action,
chattel paper, documents, general intangibles (including Software), payment intangibles, instruments, investment property, letter
of credit rights, supporting obligations, computer information, source codes, object codes, records and data, all telephone numbers
or listings, claims (including claims for indemnity or breach of warranty), deposit accounts and other property or assets of any
kind or nature related to the Land or the Improvements, including operating agreements, surveys, plans and specifications and contracts
for architectural, engineering and construction services relating to the Land or the Improvements, and all other intangible property
and rights relating to the operation of, or used in connection with, the Land or the Improvements, including all governmental permits
relating to any activities on the Land.


 


“Personalty” has the
meaning set forth in the Security Instrument.


 


“Preferred Equity” means
a direct or indirect equity ownership interest in, economic interests in, or rights with respect to, Borrower that provide an equity
owner preferred dividend, distribution, payment or return treatment relative to other equity owners.


 


“Prepayment Lockout Period”
has the meaning set forth in the Summary of Loan Terms.


 


“Prepayment Notice”
means the written notice that Borrower is required to provide to Lender in accordance with Section 2.03 (Lockout/Prepayment)
of the Loan Agreement in order to make a prepayment on the Mortgage Loan, which shall include, at a minimum, the Intended Prepayment
Date.


 


“Prepayment Premium”
means the amount payable by Borrower in connection with a prepayment of the Mortgage Loan, as provided in Section 2.03 (Lockout/Prepayment)
of the Loan Agreement and calculated in accordance with the Prepayment Premium Schedule.


 


“Prepayment Premium Period End
Date” or “Yield Maintenance Period End Date” has the meaning set forth in the Summary
of Loan Terms.


 


“Prepayment Premium Period Term”
or “Yield Maintenance Period Term” has the meaning set forth in the Summary of Loan Terms.


 


“Prepayment Premium Schedule”
means that certain Schedule 4 (Prepayment Premium Schedule) to the Loan Agreement.


 


“Prohibited Person”
means:


 


(a)          any
Person with whom Lender or Fannie Mae is prohibited from doing business pursuant to any law, rule, regulation, judicial proceeding
or administrative directive; or


 


(b)          any
Person identified on the United States Department of Housing and Urban Development’s “Limited Denial of Participation,
HUD Funding Disqualifications and Voluntary Abstentions List,” or on the General Services Administration’s “System
for Award Management (SAM)” exclusion list, each of which may be amended from time to time, and any successor or replacement
thereof; or


 




    	Schedule 1 to Multifamily Loan and
Security Agreement - Definitions Schedule
(Interest Rate Type - Fixed Rate)
Fannie Mae	Form 6101.FR
08-14	Page  10
© 2014 Fannie Mae



    	 



    

 


(c)          any
Person that is determined by Fannie Mae to pose an unacceptable credit risk due to the aggregate amount of debt of such Person
owned or held by Fannie Mae; or


 


(d)          any
Person that has caused any unsatisfactory experience of a material nature with Fannie Mae or Lender, such as a default, fraud,
intentional misrepresentation, litigation, arbitration or other similar act.


 


“Property Jurisdiction”
has the meaning set forth in the Security Instrument.


 


“Property Square Footage”
has the meaning set forth in the Summary of Loan Terms.


 


“Publicly-Held Corporation”
means a corporation, the outstanding voting stock of which is registered under Sections 12(b) or 12(g) of the Securities Exchange
Act of 1934, as amended.


 


“Publicly-Held Trust”
means a real estate investment trust, the outstanding voting shares or beneficial interests of which are registered under Sections 12(b)
or 12(g) of the Securities Exchange Act of 1934, as amended.


 


“Rents” has the meaning
set forth in the Security Instrument.


 


“Repair Threshold” has
the meaning set forth in the Summary of Loan Terms.


 


“Repairs” means, individually
and collectively, the Required Repairs, Borrower Requested Repairs, and Additional Lender Repairs.


 


“Repairs Escrow Account”
means the account established by Lender into which the Repairs Escrow Deposit is deposited to fund the Repairs.


 


“Repairs Escrow Account Administrative
Fee” has the meaning set forth in the Summary of Loan Terms.


 


“Repairs Escrow Deposit”
has the meaning set forth in the Summary of Loan Terms.


 


“Replacement Reserve Account”
means the account established by Lender into which the Replacement Reserve Deposits are deposited to fund the Replacements.


 


“Replacement Reserve Account Administration
Fee” has the meaning set forth in the Summary of Loan Terms.


 


“Replacement Reserve Account Interest
Disbursement Frequency” has the meaning set forth in the Summary of Loan Terms.


 


“Replacement Reserve Deposits”
means the Initial Replacement Reserve Deposit, Monthly Replacement Reserve Deposits and any other deposits to the Replacement Reserve
Account required by the Loan Agreement.


 


“Replacement Threshold”
has the meaning set forth in the Summary of Loan Terms.


 


“Replacements” means,
individually and collectively, the Required Replacements, Borrower Requested Replacements and Additional Lender Replacements.


 




    	Schedule 1 to Multifamily Loan and
Security Agreement - Definitions Schedule
(Interest Rate Type - Fixed Rate)
Fannie Mae	Form 6101.FR
08-14	Page  11
© 2014 Fannie Mae



    	 



    

 


“Required Repair Schedule”
means that certain Schedule 6 (Required Repair Schedule) to the Loan Agreement.


 


“Required Repairs” means
those items listed on the Required Repair Schedule.


 


“Required Replacement Schedule”
means that certain Schedule 5 (Required Replacement Schedule) to the Loan Agreement.


 


“Required Replacements”
means those items listed on the Required Replacement Schedule.


 


“Reserve/Escrow Account Funds”
means, collectively, the funds on deposit in the Reserve/Escrow Accounts.


 


“Reserve/Escrow Accounts”
means, together, the Replacement Reserve Account and the Repairs Escrow Account.


 


“Residential Lease”
means a leasehold interest in an individual dwelling unit and shall not include any master lease.


 


“Restoration” means
restoring and repairing the Mortgaged Property to the equivalent of its physical condition immediately prior to the casualty or
to a condition approved by Lender following a casualty.


 


“Restricted Ownership Interest”
means, with respect to any entity, the following:


 


(a)          if
such entity is a general partnership or a joint venture, fifty percent (50%) or more of all general partnership or joint venture
interests in such entity;


 


(b)          if
such entity is a limited partnership:


 


(1)         the
interest of any general partner; or


 


(2)         fifty
percent (50%) or more of all limited partnership interests in such entity;


 


(c)          if
such entity is a limited liability company or a limited liability partnership:


 


(1)         the
interest of any managing member or the contractual rights of any non-member manager; or


 


(2)         fifty
percent (50%) or more of all membership or other ownership interests in such entity;


 


(d)          if
such entity is a corporation (other than a Publicly-Held Corporation) with only one class of voting stock, fifty percent (50%)
or more of voting stock in such corporation;


 


(e)          if
such entity is a corporation (other than a Publicly-Held Corporation) with more than one class of voting stock, the amount of shares
of voting stock sufficient to have the power to elect the majority of directors of such corporation; or


 




    	Schedule 1 to Multifamily Loan and
Security Agreement - Definitions Schedule
(Interest Rate Type - Fixed Rate)
Fannie Mae	Form 6101.FR
08-14	Page  12
© 2014 Fannie Mae



    	 



    

 


(f)          if
such entity is a trust (other than a land trust or a Publicly-Held Trust), the power to Control such trust vested in the trustee
of such trust or the ability to remove, appoint or substitute the trustee of such trust (unless the trustee of such trust after
such removal, appointment or substitution is a trustee identified in the trust agreement approved by Lender).


 


“Review Fee” means the
non-refundable fee of Three Thousand Dollars ($3,000) payable to Lender.


 


“Schedule of Interest Rate Type
Provisions” means that certain Schedule 3 (Schedule of Interest Rate Type Provisions) to the Loan Agreement.


 


“Security Instrument”
means that certain multifamily mortgage, deed to secure debt or deed of trust executed and delivered by Borrower as security for
the Mortgage Loan and encumbering the Mortgaged Property, including all riders or schedules attached thereto, as the same may be
amended, restated, replaced, supplemented or otherwise modified from time to time.


 


“Servicing Arrangement”
means any arrangement between Lender and the Loan Servicer for loss sharing or interim advancement of funds.


 


“Summary of Loan Terms”
means that certain Schedule 2 (Summary of Loan Terms) to the Loan Agreement.


 


“Taxes” has the meaning
set forth in the Security Instrument.


 


“Title Policy” means
the mortgagee’s loan policy of title insurance issued in connection with the Mortgage Loan and insuring the lien of the Security
Instrument as set forth therein, as approved by Lender.


 


“Total Parking Spaces”
has the meaning set forth in the Summary of Loan Terms.


 


“Total Residential Units”
has the meaning set forth in the Summary of Loan Terms.


 


“Transfer” means:


 


(a)          a
sale, assignment, transfer or other disposition (whether voluntary, involuntary, or by operation of law), other than Residential
Leases, Material Commercial Leases or non-Material Commercial Leases permitted by this Loan Agreement;


 


(b)          a
granting, pledging, creating or attachment of a lien, encumbrance or security interest (whether voluntary, involuntary, or by operation
of law);


 


(c)          an
issuance or other creation of a direct or indirect ownership interest;


 


(d)          a
withdrawal, retirement, removal or involuntary resignation of any owner or manager of a legal entity; or


 


(e)          a
merger, consolidation, dissolution or liquidation of a legal entity.


 


“Transfer Fee” means
a fee equal to one percent (1%) of the unpaid principal balance of the Mortgage Loan payable to Lender.


 




    	Schedule 1 to Multifamily Loan and
Security Agreement - Definitions Schedule
(Interest Rate Type - Fixed Rate)
Fannie Mae	Form 6101.FR
08-14	Page  13
© 2014 Fannie Mae



    	 



    

 


“UCC” has the meaning
set forth in the Security Instrument.


 


“UCC Collateral” has
the meaning set forth in the Security Instrument.


 


“Voidable Transfer”
means any fraudulent conveyance, preference or other voidable or recoverable payment of money or transfer of property.


 


“Yield Maintenance Period End
Date” or “Prepayment Premium Period End Date” has the meaning set forth in the Summary
of Loan Terms.


 


“Yield Maintenance Period Term”
or “Prepayment Premium Period Term” has the meaning set forth in the Summary of Loan Terms.


 




    	Schedule 1 to Multifamily Loan and
Security Agreement - Definitions Schedule
(Interest Rate Type - Fixed Rate)
Fannie Mae	Form 6101.FR
08-14	Page  14
© 2014 Fannie Mae



    	 



    

  


	 	/s/ JR
	 	Borrower Initials (TIC-1)


 




    	Schedule 1 to Multifamily Loan and
Security Agreement - Definitions Schedule
(Interest Rate Type - Fixed Rate)
Fannie Mae	Form 6101.FR
08-14	Page  15
© 2014 Fannie Mae



    	 



    

 


	 	/s/ JR
	 	Borrower Initials (TIC-2)


  




    	Schedule 1 to Multifamily Loan and
Security Agreement - Definitions Schedule
(Interest Rate Type - Fixed Rate)
Fannie Mae	Form 6101.FR
08-14	Page  16
© 2014 Fannie Mae



    	 



    

 


SCHEDULE 2


TO MULTIFAMILY LOAN AND SECURITY AGREEMENT


 


Summary of Loan Terms


(Interest Rate Type - Fixed Rate)


 


	I.           GENERAL PARTY AND MULTIFAMILY PROJECT INFORMATION
	 
	Borrower	
        BR FOX HILLS TIC-1, LLC, a Delaware
        limited liability company

        BR FOX HILLS TIC-2, LLC, a Delaware
        limited liability company

        As tenants in common

	 	 
	Lender	WALKER & DUNLOP, LLC, a Delaware limited liability company
	 	 
	Key Principal	Bluerock Residential Growth REIT, Inc.
	 	 
	Guarantor	Bluerock Residential Growth REIT, Inc.
	 	 
	Multifamily Project	Fox Hill Apartments
	 	 
	ADDRESSES
	 
	Borrower’s General Business Address	c/o Bluerock Real Estate, L.L.C.

712 Fifth Avenue, 9th Floor

New York, New York 10019
	 	 
	Borrower’s Notice Address	
        c/o Bluerock Real Estate, L.L.C.

        712 Fifth Avenue, 9th Floor

        New York, New York 10019

        Email:  jruddy@bluerockre.com

        mkonig@bluerockre.com

	 	 
	Multifamily Project Address	8800 W. U.S. 290 West

Austin, Texas 78736
	 	 
	Multifamily Project County	Travis County
	 	 
	Key Principal’s General Business Address	c/o Bluerock Real Estate, L.L.C.

712 Fifth Avenue, 9th Floor

New York, New York 10019


 




    	Schedule 2 to Multifamily Loan and
Security Agreement - Summary of Loan
Terms (Interest Rate Type - Fixed Rate)
Fannie Mae	Form 6102.FR
08-13	Page  1
© 2013 Fannie Mae



    	 



    

  


	Key Principal’s Notice Address	
        c/o Bluerock Real Estate, L.L.C.

        712 Fifth Avenue, 9th Floor

        New York, New York 10019

        Email: jruddy@bluerockre.com

           mkonig@bluerockre.com

	 	 
	Guarantor’s General Business Address	c/o Bluerock Real Estate, L.L.C.

712 Fifth Avenue, 9th Floor

New York, New York 10019

New York, New York 10022
	 	 
	Guarantor’s Notice Address	c/o Bluerock Real Estate, L.L.C.

712 Fifth Avenue, 9th Floor

New York, New York 10019

Email:  jruddy@bluerockre.com

            mkonig@bluerockre.com
	 	 
	Lender’s General Business Address	7501 Wisconsin Avenue, Suite 1200E

Bethesda, Maryland 20814
	 	 
	Lender’s Notice Address	7501 Wisconsin Avenue, Suite 1200E

Bethesda, Maryland 20814

servicing@walkerdunlop.com
	 	 
	Lender’s Payment Address	7501 Wisconsin Avenue, Suite 1200E

Bethesda, Maryland 20814-6531


 


	II.          MULTIFAMILY PROJECT INFORMATION
	 
	Property Square Footage	44.769 acres
	 	 
	Total Parking Spaces	494
	 	 
	Total Residential Units	288
	 	 
	Affordable Housing Property	
         ̈         Yes

        x         No



 


	III.         MORTGAGE LOAN INFORMATION
	 
	Amortization Period	360 months
	 	 
	Amortization Type	
         ̈         Amortizing

         ̈         Full
        Term Interest Only

        x         Partial
        Interest Only



 




    	Schedule 2 to Multifamily Loan and
Security Agreement - Summary of Loan
Terms (Interest Rate Type - Fixed Rate)
Fannie Mae	Form 6102.FR
08-13	Page  2
© 2013 Fannie Mae



    	 



    

  


	Effective Date	As of March 26, 2015
	 	 
	First Payment Date	May 1, 2015
	 	 
	First Principal and Interest Payment Date	May 1, 2019
	 	 
	Fixed Rate	3.57%
	 	 
	Interest Accrual Method 	
         ̈         30/360
        (computed on the basis of a three hundred sixty (360) day year consisting of twelve (12) thirty (30) day months).

         

        or

         

        x         Actual/360
        (computed on the basis of a three hundred sixty (360) day year and the actual number of calendar days during the applicable
        month, calculated by multiplying the unpaid principal balance of the Mortgage Loan by the Interest Rate, dividing the product by
        three hundred sixty (360), and multiplying the quotient obtained by the actual number of days elapsed in the applicable month).

	 	 
	Interest Only Term	48 months
	 	 
	Interest Rate	The Fixed Rate
	 	 
	Interest Rate Type	Fixed Rate
	 	 
	Last Interest Only Payment Date	April 1, 2019
	 	 
	Loan Amount	$26,705,000.00
	 	 
	Loan Term	84 months
	 	 
	Loan Year	The period beginning on the Effective Date and ending on the last day of March, 2016, and each successive twelve (12) month period thereafter.


 




    	Schedule 2 to Multifamily Loan and
Security Agreement - Summary of Loan
Terms (Interest Rate Type - Fixed Rate)
Fannie Mae	Form 6102.FR
08-13	Page  3
© 2013 Fannie Mae



    	 



    

  


	Maturity Date	April 1, 2022, or any earlier date on which the unpaid principal balance of the Mortgage Loan becomes due and payable by acceleration or otherwise.
	 	 
	Monthly Debt Service Payment	
        (i)           $79,447.38
        for the First Payment Date;

        (ii)          for
        each Payment Date thereafter through and including the Last Interest Only Payment Date:

        (a)          $74,150.88
        if the prior month was a 28-day month;

        (b)          $76,799.13
        if the prior month was a 29-day month;

        (c)          $79,447.38
        if the prior month was a 30-day month; and

        (d)          $82,095.62
        if the prior month was a 31-day month; and

        (iii)         $120,963.30
        for the First Principal and Interest Payment Date and each Payment Date thereafter until the Mortgage Loan is fully paid.

	 	 
	Prepayment Lockout Period	0 year(s) from the Effective Date


 


	IV.          YIELD MAINTENANCE/PREPAYMENT PREMIUM INFORMATION
	 
	
        Yield Maintenance Period End Date

        or

        Prepayment Premium Period End Date
	The last day of March, 2020
	 	 
	
        Yield Maintenance Period Term

        or

        Prepayment Premium Period Term
	60 months


 


	V.          RESERVE INFORMATION
	 
	Completion Period	Within thirty (30) days after the Effective Date or as otherwise shown on the Required Repair Schedule.


 




    	Schedule 2 to Multifamily Loan and
Security Agreement - Summary of Loan
Terms (Interest Rate Type - Fixed Rate)
Fannie Mae	Form 6102.FR
08-13	Page  4
© 2013 Fannie Mae



    	 



    

  


	Initial Replacement Reserve Deposit	$0
	 	 
	Maximum Inspection Fee	$750.00 
	 	 
	Maximum Repair Disbursement Interval	One time per calendar month
	 	 
	Maximum Replacement Reserve Disbursement Interval	One time per calendar quarter
	 	 
	Minimum Repairs Disbursement Amount	$5,000.00
	 	 
	Minimum Replacement Reserve Disbursement Amount	$5,000.00
	 	 
	Monthly Replacement Reserve Deposit	$6,000.00
	 	 
	Repair Threshold	$10,000.00
	 	 
	Repairs Escrow Account Administrative Fee	$250.00, payable one time 
	 	 
	Repairs Escrow Deposit	$0
	 	 
	Replacement Reserve Account Administration Fee	$250.00, payable annually  
	 	 
	Replacement Reserve Account Interest Disbursement Frequency	Annually
	 	 
	Replacement Threshold	$5,000.00


 




    	Schedule 2 to Multifamily Loan and
Security Agreement - Summary of Loan
Terms (Interest Rate Type - Fixed Rate)
Fannie Mae	Form 6102.FR
08-13	Page  5
© 2013 Fannie Mae



    	 



    

  


	 	/s/ JR
	 	Borrower Initials (TIC-1)


 




    	Schedule 2 to Multifamily Loan and
Security Agreement - Summary of Loan
Terms (Interest Rate Type - Fixed Rate)
Fannie Mae	Form 6102.FR
08-13	Page  6
© 2013 Fannie Mae



    	 



    

  


	 	/s/ JR
	 	Borrower Initials (TIC-2)


  




    	Schedule 2 to Multifamily Loan and
Security Agreement - Summary of Loan
Terms (Interest Rate Type - Fixed Rate)
Fannie Mae	Form 6102.FR
08-13	Page  7
© 2013 Fannie Mae



    	 



    

 


Modifications
to Multifamily Loan and Security Agreement


 


ADDENDA TO SCHEDULE 2 – SUMMARY
OF LOAN TERMS


(Co-Tenants)


 


	VI.          Co-Tenants
	 
	Co-Tenant Representative	BR Fox Hills TIC-1, LLC c/o Bluerock Real Estate, L.L.C.
	 	 
	Tenancy-in-Common Agreement	Tenants in Common Agreement by and between BR Fox Hills TIC-1, LLC and BR Fox Hills TIC-2, LLC dated as of March 26, 2015.


 




    	Modifications to Multifamily Loan and
Security Agreement - Schedule 2 Addenda
- Summary of Loan Terms (Co-Tenants)
Fannie Mae	Form 6102.17
08-13	Page  1
© 2013 Fannie Mae



    	 



    

 


	 	/s/ JR
	 	Borrower Initials (TIC-1)


 




    	Modifications to Multifamily Loan and
Security Agreement - Schedule 2 Addenda
- Summary of Loan Terms (Co-Tenants)
Fannie Mae	Form 6102.17
08-13	Page  2
© 2013 Fannie Mae



    	 



    

 


	 	/s/ JR
	 	Borrower Initials (TIC-2)


 




    	Modifications to Multifamily Loan and
Security Agreement - Schedule 2 Addenda
- Summary of Loan Terms (Co-Tenants)
Fannie Mae	Form 6102.17
08-13	Page  3
© 2013 Fannie Mae



    	 



    

 


SCHEDULE 3


TO MULTIFAMILY LOAN AND SECURITY AGREEMENT


 


Schedule of Interest Rate Type Provisions


(Fixed Rate)


 


		1.	Defined Terms.



 


Capitalized terms not
otherwise defined in this Schedule have the meanings given to such terms in the Definitions Schedule to the Loan Agreement.


 


		2.	Interest Accrual.



 


Except as otherwise provided
in the Loan Agreement, interest shall accrue at the Interest Rate until fully paid.


 




    	Schedule 3 to Multifamily Loan and
Security Agreement - Interest Rate Type
Provisions (Fixed Rate)
Fannie Mae	Form 6103.FR
01-11	Page  1
© 2011 Fannie Mae



    	 



    

 


	 	/s/ JR
	 	Borrower Initials (TIC-1)


 




    	Schedule 3 to Multifamily Loan and
Security Agreement - Interest Rate Type
Provisions (Fixed Rate)
Fannie Mae	Form 6103.FR
01-11	Page  2
© 2011 Fannie Mae



    	 



    

 


	 	/s/ JR
	 	Borrower Initials (TIC-2)


 




    	Schedule 3 to Multifamily Loan and
Security Agreement - Interest Rate Type
Provisions (Fixed Rate)
Fannie Mae	Form 6103.FR
01-11	Page  3
© 2011 Fannie Mae



    	 



    

 


SCHEDULE 4


TO MULTIFAMILY LOAN AND SECURITY AGREEMENT


 


Prepayment Premium Schedule


(Standard Yield Maintenance – Fixed
Rate)


 


		1.	Defined Terms.



 


All capitalized terms
used but not defined in this Prepayment Premium Schedule shall have the meanings assigned to them in the Loan Agreement.


 


		2.	Prepayment Premium.



 


Any Prepayment Premium
payable under Section 2.03 (Lockout/Prepayment) of the Loan Agreement shall be computed as follows:


 


(a)          If
the prepayment is made at any time after the Effective Date and before the Yield Maintenance Period End Date, the Prepayment Premium
shall be the greater of:


 


(1)         one
percent (1%) of the amount of principal being prepaid; or


 


(2)         the
product obtained by multiplying:


 


(i)          the
amount of principal being prepaid,


 


by


 


(ii)         the
difference obtained by subtracting from the Fixed Rate on the Mortgage Loan, the Yield Rate (as defined below) on the twenty-fifth (25th)
Business Day preceding (i) the Intended Prepayment Date, or (ii) the date Lender accelerates the Mortgage Loan or otherwise
accepts a prepayment pursuant to Section 2.03(d) (Application of Collateral) of the Loan Agreement,


 


by


 


(iii)        the
present value factor calculated using the following formula:


 





	1 - (1 + r)-n/12
	r





[r =        Yield Rate


 


n =        the
number of months remaining between (i) either of the following: (x) in the case of a voluntary prepayment, the last day
of the month in which the prepayment is made, or (y) in any other case, the date on which Lender accelerates the unpaid principal
balance of the Mortgage Loan and (ii) the Yield Maintenance Period End Date.


 




    	Schedule 4 to Multifamily Loan and
Security Agreement (Prepayment Premium
Schedule – Standard Yield Maintenance –
Fixed Rate)
Fannie Mae	Form 6104.01
08-13	Page  1
© 2013 Fannie Mae



    	 



    

  


For purposes of this clause (2),
the “Yield Rate” means the yield calculated by interpolating the yields for the immediately shorter and longer
term U.S. “Treasury constant maturities” (as reported in the Federal Reserve Statistical Release H.15 Selected Interest
Rates (the “Fed Release”) under the heading “U.S. government securities”) closest to the remaining
term of the Yield Maintenance Period Term, as follows (rounded to three (3) decimal places):


 





 


a =        the
yield for the longer U.S. Treasury constant maturity


b =        the
yield for the shorter U.S. Treasury constant maturity


x =        the
term of the longer U.S. Treasury constant maturity


y =        the
term of the shorter U.S. Treasury constant maturity


z =        “n”
(as defined in the present value factor calculation above) divided by twelve (12).


 


Notwithstanding any provision
to the contrary, if “z” equals a term reported under the U.S. “Treasury constant maturities” subheading
in the Fed Release, the yield for such term shall be used, and interpolation shall not be necessary. If publication of the Fed
Release is discontinued by the Federal Reserve Board, Lender shall determine the Yield Rate from another source selected by Lender.
Any determination of the Yield Rate by Lender will be binding absent manifest error.]


 


(b)          If
the prepayment is made on or after the Yield Maintenance Period End Date but before the last calendar day of the fourth (4th)
month prior to the month in which the Maturity Date occurs, the Prepayment Premium shall be one percent (1%) of the amount
of principal being prepaid.


 


(c)          Notwithstanding
the provisions of Section 2.03 (Lockout/Prepayment) of the Loan Agreement, no Prepayment Premium shall be payable with respect
to any prepayment made on or after the last calendar day of the fourth (4th) month prior to the month in which the Maturity
Date occurs.


 




    	Schedule 4 to Multifamily Loan and
Security Agreement (Prepayment Premium
Schedule – Standard Yield Maintenance –
Fixed Rate)
Fannie Mae	Form 6104.01
08-13	Page  2
© 2013 Fannie Mae



    	 



    

  


	 	/s/ JR
	 	Borrower Initials (TIC-1)


 




    	Schedule 4 to Multifamily Loan and
Security Agreement (Prepayment Premium
Schedule – Standard Yield Maintenance –
Fixed Rate)
Fannie Mae	Form 6104.01
08-13	Page  3
© 2013 Fannie Mae



    	 



    

  


	 	/s/ JR
	 	Borrower Initials (TIC-2)


 




    	Schedule 4 to Multifamily Loan and
Security Agreement (Prepayment Premium
Schedule – Standard Yield Maintenance –
Fixed Rate)
Fannie Mae	Form 6104.01
08-13	Page  4
© 2013 Fannie Mae



    	 



    

 


SCHEDULE 5 TO


MULTIFAMILY LOAN AND SECURITY AGREEMENT


 


Required Replacement Schedule


 


See attached


 




    	Multifamily Loan and Security Agreement
(Non-Recourse)
Schedule 5	Form 6001.NR
08-14	Page  1
© 2014 Fannie Mae



    	 



    

  


	 	/s/ JR
	 	Borrower Initials (TIC-1)


 




    	Multifamily Loan and Security Agreement
(Non-Recourse)
Schedule 5	Form 6001.NR
08-14	Page  2
© 2014 Fannie Mae



    	 



    




 


	 	/s/ JR
	 	Borrower Initials (TIC-2)


 




    	Multifamily Loan and Security Agreement
(Non-Recourse)
Schedule 5	Form 6001.NR
08-14	Page  3
© 2014 Fannie Mae



    	 



    

 


SCHEDULE 6 TO


MULTIFAMILY LOAN AND SECURITY AGREEMENT


 


Required Repair Schedule


 


	Repair Description	 	Estimated Cost	 	 	Completion Period
	Termite and carpenter ant treatment	 	$	7,010.00	 	 	30 days
	Completion Repair Escrow:	 	$	0	 	 	 



 




    	Multifamily Loan and Security Agreement
(Non-Recourse)
Schedule 6	Form 6001.NR
08-14	Page  1
© 2014 Fannie Mae



    	 



    

 


	 	/s/ JR
	 	Borrower Initials (TIC-1)


 




    	Multifamily Loan and Security Agreement
(Non-Recourse)
Schedule 6	Form 6001.NR
08-14	Page  2
© 2014 Fannie Mae



    	 



    

  


	 	/s/ JR
	 	Borrower Initials (TIC-2)


  




    	Multifamily Loan and Security Agreement
(Non-Recourse)
Schedule 6	Form 6001.NR
08-14	Page  3
© 2014 Fannie Mae



    	 



    

 


SCHEDULE 7 TO


MULTIFAMILY LOAN AND SECURITY AGREEMENT


 


Exceptions to Representations and Warranties
Schedule


 


NONE


 




    	Multifamily Loan and Security Agreement
(Non-Recourse)
Schedule 7	Form 6001.NR
08-14	Page  1
© 2014 Fannie Mae



    	 



    

  


	 	/s/ JR
	 	Borrower Initials (TIC-1)


 




    	Multifamily Loan and Security Agreement
(Non-Recourse)
Schedule 7	Form 6001.NR
08-14	Page  2
© 2014 Fannie Mae



    	 



    

  


	 	/s/ JR
	 	Borrower Initials (TIC-2)


 




    	Multifamily Loan and Security Agreement
(Non-Recourse)
Schedule 7	Form 6001.NR
08-14	Page  3
© 2014 Fannie Mae



    	 



    

 


EXHIBIT A


 


MODIFICATIONS TO Multifamily
LOAN AND SECURITY AGREEMENT


(Co-Tenants)


 


The foregoing Loan
Agreement is hereby modified as follows:


 


1.          Capitalized
terms used and not specifically defined herein have the meanings given to such terms in the Loan Agreement.


 


2.          The
Definitions Schedule is hereby amended by adding the following new definitions in the appropriate alphabetical order:


 


“Co-Tenant”
means, individually and collectively, all persons, trusts or entities comprising Borrower.


 


“Co-Tenant Representative”
means the Co-Tenant Representative identified on the Summary of Loan Terms.


 


“Initial Bankruptcy
Case(s)” means one or more bankruptcy cases resulting from one or more Co-Tenants filing for relief under the Insolvency
Laws.


 


“Initial Debtor”
means the debtor of an Initial Bankruptcy Case.


 


“Subsequent Bankruptcy
Case” means any bankruptcy case filed by one or more Co-Tenants after an Initial Bankruptcy Case.


 


“Tenancy-in-Common Agreement”
means that certain Tenancy-in-Common Agreement identified on the Summary of Loan Terms.


 


3.          Section
3.02(a) (Personal Liability of Borrower – Personal Liability Based on Lender’s Loss) of the Loan Agreement is hereby
amended by adding the following provisions to the end thereof:


 


(8)         the
modification, termination or waiver of any provisions under the Tenancy-in-Common Agreement, or the entering into a new agreement
related to the management of the Mortgaged Property, without the prior written consent of Lender; or


 


(9)         the
filing by or on behalf of any Co-Tenant of any action, complaint, petition or other claim to divide the Mortgaged Property, cause
the appointment of a receiver for the Mortgaged Property or compel the sale of the Mortgaged Property.


 


4.          Section 14.01(a)
(Events of Default – Automatic Events of Default) of the Loan Agreement is hereby amended by adding the following provisions
to the end thereof:


 


(12)        the
filing by or on behalf of any Co-Tenant of any action, complaint, petition or other claim to divide the Mortgaged Property, cause
the appointment of a receiver for the Mortgaged Property or compel the sale of the Mortgaged Property, without Lender’s prior
written consent.


 




    	Modifications to Multifamily Loan and
Security Agreement (Co-Tenants)
Fannie Mae	Form 6232
08-13	Page  1
© 2013 Fannie Mae



    	 



    

  


5.          Section 15.02(a)
(Process of Serving Notice) of the Loan Agreement is hereby amended by adding the following provision to the end thereof:


 


(4)         any
notice to be provided to Borrower under this Loan Agreement shall be provided in accordance with and in the manner set forth in
this Section 15.02 and directed to Co-Tenant Representative. Borrower agrees that any notice so sent shall constitute notice
to Borrower.


 


6.          The
following article is hereby added to the Loan Agreement as Article 16 (Co-Tenants):


 


ARTICLE
16 – CO-TENANTS


 


Section 16.01 Representations
and Warranties.


 


The representations
and warranties made by Borrower to Lender in this Section 16.01 are made as of the Effective Date, and are true and correct.


 


(a)          No
partition action has been filed, or is currently being threatened, with respect to the Mortgaged Property.


 


(b)          Each
Co-Tenant has executed and delivered the Tenancy-in-Common Agreement and is currently a party thereto.


 


(c)          The
Tenancy-in-Common Agreement is in full force and effect and there are no defaults thereunder, nor has any event occurred that with
the passage of time, the giving of notice or both would result in such a default.


 


Section 16.02 Covenants.


 


(a)          No
Partition, Sale or Ouster.


 


Neither Borrower
nor any Co-Tenant shall file any action, complaint, petition or claim to seek partition or to otherwise divide the Mortgaged Property,
to compel any sale of the Mortgaged Property or to seek ouster of any Co-Tenant. Borrower and each Co-Tenant expressly waives any
and all rights to partition the Mortgaged Property or seek ouster of any Co-Tenant.


 


(b)          Notification
of Default under Tenancy-in-Common Agreement.


 


Borrower
hereby agrees that it will cause Co-Tenant Representative to notify Lender in writing within ten (10) days of a default by
one or more of the parties under the Tenancy-in-Common Agreement.


 




    	Modifications to Multifamily Loan and
Security Agreement (Co-Tenants)
Fannie Mae	Form 6232
08-13	Page  2
© 2013 Fannie Mae



    	 



    

  


Section 16.03 Subordination
of the Tenancy-in-Common Agreement.


 


It is specifically
agreed by Borrower and each Co-Tenant that the Tenancy-in-Common Agreement and all rights, remedies and indemnities benefiting
Borrower or each Co-Tenant thereunder, the Mortgaged Property or the ownership or operation thereof are hereby expressly made fully
junior, secondary, subject and subordinate to the rights and remedies of Lender under the Loan Documents, including any future
advances made by Lender. Each Co-Tenant further subordinates and hereby makes junior, secondary and subject any and all purchase
options, rights of first refusal and rights to purchase the Mortgaged Property or any right or interest therein, whether now owned
or hereafter acquired (including, without limitation, any rights arising under the Insolvency Laws) to the terms and provisions
of the Loan Documents. To the extent that any one or more Co-Tenant has or in the future obtains any lien or similar interest whatsoever
in or to the Mortgaged Property, or any right or interest therein, whether now owned or hereafter acquired, such lien or other
similar interest shall be and hereby is waived in its entirety until the Indebtedness is paid in full. Each Co-Tenant further agrees
and covenants that prior to the full and final payment of the Indebtedness and the written final release and discharge of the Indebtedness
by Lender, each Co-Tenant will not pursue any remedies against one another to which it may be entitled pursuant to the Tenancy-in-Common
Agreement or to which it may be entitled at law or in equity without Lender’s prior written consent, other than the right
expressly set forth in the Tenancy-in-Common Agreement to purchase the interest of another Co-Tenant, to reduce the interest of
another Co-Tenant, or (subject to the provisions in Section 16.04 (Bankruptcy) below) the right to seek contribution from
another Co-Tenant.


 


Section 16.04 Bankruptcy.


 


(a)          After
the occurrence of a Bankruptcy Event involving any one or more Co-Tenant(s), each Co-Tenant:


 


(1)         agrees
not to seek the sale of its tenancy-in-common interest separate and apart from any sale of the undivided fee simple interest in
the Mortgaged Property. Each Co-Tenant acknowledges and agrees that the detriment to the interest of each other Co-Tenant outweighs
the benefit to such Co-Tenant.


 


(2)         assigns
to Lender, as additional security for the Indebtedness, its right to reject or ratify the Tenancy-in-Common Agreement under the
Insolvency Laws.


 


(b)          Neither
Borrower nor any Co-Tenant shall have any right of, and each hereby waives any claim for, subrogation or reimbursement against
any Co-Tenant or any general partner, member or manager of a Co-Tenant by reason of any payment by Borrower or by any Co-Tenant
of the Indebtedness, whether such right or claim arises at law or in equity or under any contract or statute, until the Indebtedness
has been paid in full and there has expired the maximum possible period thereafter during which any payment made by Borrower or
such Co-Tenant to Lender with respect to the Indebtedness could be deemed a preference under the Insolvency Laws.


 


(c)          If
any payment by a Co-Tenant is held to constitute a preference under the Insolvency Laws, or if for any other reason Lender is required
to refund any sums to a Co-Tenant, such refund shall not constitute a release of any liability of Borrower under the Note, the
Security Instrument or any other Loan Documents. It is the intention of Lender and Borrower that Borrower’s obligations under
the Note, the Security Instrument and any other Loan Documents shall not be discharged except by Borrower’s performance of
such obligations and then only to the extent of such performance.


 




    	Modifications to Multifamily Loan and
Security Agreement (Co-Tenants)
Fannie Mae	Form 6232
08-13	Page  3
© 2013 Fannie Mae



    	 



    




 





(d)          If,
as the result of one or more Initial Bankruptcy Cases, an Initial Debtor achieves confirmation of a plan that impairs the liens
granted Lender under the Security Instrument, then each Co-Tenant shall agree as follows:


  


(1)         each
Co-Tenant would be a party-in-interest in the Initial Bankruptcy Case(s);


 


(2)         each
Co-Tenant will bound by the terms of the plan confirmed in the Initial Bankruptcy Case(s);


 


(3)         each
Co-Tenant will receive a benefit by reason of any impairment of Lender's lien that is authorized by the court in the Initial Bankruptcy
Case;


 


(4)         the
interest of each Co-Tenant in the Mortgaged Property and the terms of the lien impairment will have been adequately represented
by Initial Debtor(s);


 


(5)         the
impairment of the liens was a critical and necessary part of the plan and order confirming the plan issued in the Initial Bankruptcy
Case(s);


 


(6)         Lender
and each Co-Tenant constitute all of the material necessary parties to the Initial Bankruptcy Case(s) and any Subsequent Bankruptcy
Case(s) filed with respect to the Mortgaged Property;


 


(7)         the
confirmation order issued by a United States bankruptcy (or district) court will have been issued by a court of competent jurisdiction;


 


(8)         the
confirmation order in the Initial Bankruptcy Case(s) constitutes a final judgment on the merits;


 


(9)         any
lien impairment request in the Subsequent Bankruptcy Case will be identical in all material respects to the lien impairment claims
made in the Initial Bankruptcy Case(s); and


 


(10)        that
in view of the foregoing agreements, EACH Co-Tenant
SHALL CONFIRM IT HAS WAIVED THE RIGHT TO REQUEST BANKRUPTCY RELIEF AFTER THE CONFIRMATION OF A PLAN IN THE INITIAL BANKRUPTCY CASE(S),
AND SHALL FURTHER AGREE IT WILL CONSENT TO ENTRY OF AN ORDER DISMISSING ANY SUBSEQUENT BANKRUPTCY CASE CONCERNING THE MORTGAGED
PROPERTY, AND THAT THE FAILURE OF ONE OR MORE CO-TENANTS TO CONSENT TO AN ORDER OF DISMISSAL AS REQUESTED BY LENDER IN THE SUBSEQUENT
BANKRUPTCY CASE SHALL EVIDENCE “BAD FAITH” ON THE PART OF THE CO-TENANTS, AND SUCH FAILURE TO CONSENT SHALL CONSTITUTE
ADEQUATE CAUSE FOR DISMISSAL OF THE SUBSEQUENT BANKRUPTCY CASE.


 




    	Modifications to Multifamily Loan and
Security Agreement (Co-Tenants)
Fannie Mae	Form 6232
08-13	Page  4
© 2013 Fannie Mae



    	 



    

 


	 	/s/ JR
	 	Borrower Initials (TIC-1)


 




    	Modifications to Multifamily Loan and
Security Agreement (Co-Tenants)
Fannie Mae	Form 6232
08-13	Page  5
© 2013 Fannie Mae



    	 



    

  


	 	/s/ JR
	 	Borrower Initials (TIC-2)


  




    	Modifications to Multifamily Loan and
Security Agreement (Co-Tenants)
Fannie Mae	Form 6232
08-13	Page  6
© 2013 Fannie Mae



    	 



    

 


EXHIBIT B


 


MODIFICATIONS TO MULTIFAMILY LOAN AND
SECURITY AGREEMENT


(Waiver of Imposition Deposits)


 


The foregoing Loan
Agreement is hereby modified as follows:


 


1.          Capitalized
terms used and not specifically defined herein have the meanings given to such terms in the Loan Agreement.


 


2.          The
Definitions Schedule is hereby amended by adding the following new definitions in the appropriate alphabetical order:


 


“Insurance Impositions”
means the premiums for maintaining all Required Insurance Coverage.


 


“Required Insurance
Coverage” means the insurance coverage required pursuant to Article 9 (Insurance) of the Loan Agreement and under
any other Loan Document.


 


3.          Section 12.02
(Imposition Deposits, Taxes, and Other Charges – Covenants) of the Loan Agreement is hereby amended by adding the following
provisions to the end thereof:


 


(b)          Conditional
Waiver of Collection of Imposition Deposits.


 


(1)         Notwithstanding
anything contained in this Section 12.02 (Imposition Deposits, Taxes, and Other Charges – Covenants) to the contrary,
Lender hereby agrees to waive the collection of Imposition Deposits for Insurance Impositions, provided, that:


 


(A)         Borrower
shall pay such Insurance Impositions directly to the carrier or agent ten (10) days prior to expiration or as necessary to
prevent the Required Insurance Coverage from lapsing due to non-payment of premiums;


 


(B)         Borrower
shall provide Lender with proof of payment acceptable to Lender of all Insurance Impositions within five (5) days after the
date such Insurance Impositions are paid; and


 


(C)         Borrower
shall cause its insurance agent to provide Lender with such certifications regarding the Required Insurance Coverage as Lender
may request from time to time evidencing that the Insurance Impositions have been paid in a timely manner and that all of the Required
Insurance Coverage is in full force and effect.


 




    	Modifications to Multifamily Loan and
Security Agreement (Waiver of Imposition
Deposits)
Fannie Mae	Form 6228
04-12	Page  1
© 2012 Fannie Mae



    	 



    

 


(2)         Lender
reserves the right to require Borrower to deposit the Imposition Deposits with Lender on each Payment Date for Insurance Impositions
in accordance with this Section 12.02 (Imposition Deposits, Taxes, and Other Charges – Covenants) upon:


 


(A)         Borrower’s
failure to pay Insurance Impositions or to provide Lender with proof of payment of Insurance Impositions as required in this Section 12.02(b)
(Conditional Waiver of Collection of Imposition Deposits);


 


(B)         Borrower’s
failure to maintain insurance coverage in accordance with the requirements of Article 9 (Insurance);


 


(C)         the
occurrence of any Transfer which is not permitted by the Loan Documents, or any Transfer which requires Lender’s consent;
or


 


(D)         the
occurrence of a default under any of the other terms, conditions and covenants set forth in this Loan Agreement or any of the other
Loan Documents.


 


(3)         Except
as specifically provided in this Section 12.02(b) (Conditional Waiver of Collection of Imposition Deposits), the provisions
of Article 9 (Insurance) shall remain in full force and effect.


 




    	Modifications to Multifamily Loan and
Security Agreement (Waiver of Imposition
Deposits)
Fannie Mae	Form 6228
04-12	Page  2
© 2012 Fannie Mae



    	 



    

  


	 	/s/ JR
	 	Borrower Initials (TIC-1)


 




    	Modifications to Multifamily Loan and
Security Agreement (Waiver of Imposition
Deposits)
Fannie Mae	Form 6228
04-12	Page  3
© 2012 Fannie Mae



    	 



    

  


	 	/s/ JR
	 	Borrower Initials (TIC-2)


 




    	Modifications to Multifamily Loan and
Security Agreement (Waiver of Imposition
Deposits)
Fannie Mae	Form 6228
04-12	Page 4
© 2012 Fannie Mae