EX-10.2



 Exhibit 10.2 
 Park at Fox Trails Apartments 
 MULTIFAMILY LOAN AND SECURITY AGREEMENT

 (NON RECOURSE) 
 BY AND BETWEEN FOX PARTNERS, LLC 
 AND 

RED MORTGAGE CAPITAL, LLC 
 DATED AS OF 
 December 6, 2011 







 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
	  	 	1	  
	 Section 2.01 Mortgage Loan Origination and Security
	  	 	1	  
	 (a) Making of Mortgage Loan
	  	 	1	  
	 (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
	  	 	5	  
	 (c) Acceleration of Mortgage Loan
	  	 	6	  
	 (d) Application of Collateral
	  	 	6	  
	 (e) Casualty and Condemnation
	  	 	7	  
	 (f) No Effect on Payment Obligations
	  	 	7	  
	 (g) Loss Resulting from Prepayment
	  	 	7	  
	 Article 3—PERSONAL LIABILITY
	  	 	7	  
	 Section 3.01 Non-Recourse Mortgage Loan; Exceptions
	  	 	7	  
	 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
	  	 	8	  
	 Section 3.03 Personal Liability for Indemnity Obligations
	  	 	9	  
	 Section 3.04 Lender’s Right to Forego Rights Against Mortgaged Property
	  	 	9	  
	 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
	  	 	10	  
	 (d) Due Authorization
	  	 	10	  
	 (e) Valid and Binding Obligations
	  	 	11	  
	 (f) Effect of Mortgage Loan on Borrowers Financial Condition
	  	 	11	  
	 (g) Economic Sanctions, Anti-Money Laundering and Anti-Corruption
	  	 	11	  
	 (h) Borrower Single Asset Status
	  	 	12	  
	 (i) No Bankruptcies or Judgments
	  	 	13	  
	 (j) No Litigation
	  	 	13	  
	 (k) Payment of Taxes, Assessments and Other Charges
	  	 	13	  


  

					
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	 (l) Not a Foreign Person
	  	 	13	  
	 (m) ERISA
	  	 	14	  
	 (n) Default Under Other Obligations
	  	 	14	  
	 (o) Prohibited Person
	  	 	15	  
	 Section 4.02 Covenants
	  	 	15	  
	 (a) Maintenance of Existence; Organizational Documents
	  	 	15	  
	 (b) Economic Sanctions and Anti-Money Laundering
	  	 	15	  
	 (c) Payment of Taxes, Assessments and Other Charges
	  	 	16	  
	 (d) Borrower Single Asset Status
	  	 	16	  
	 (e) ERISA
	  	 	17	  
	 (f) Notice of Litigation or Insolvency
	  	 	17	  
	 (g) Payment of Costs, Fees, and Expenses
	  	 	18	  
	 Article 5—THE MORTGAGE LOAN
	  	 	18	  
	 Section 5.01 Representations-and Warranties
	  	 	18	  
	 (a) Receipt and Review of Loan Documents
	  	 	18	  
	 (b) No Default
	  	 	19	  
	 Section 5.02 Covenants
	  	 	19	  
	 (a) Ratification of Covenants; Estoppels; Certifications
	  	 	19	  
	 (b) Further Assurances
	  	 	19	  
	 (c) Sale of Mortgage Loan
	  	 	20	  
	 (d) Limitations on Further Acts of Borrower
	  	 	20	  
	 (e) Financing Statements; Record Searches
	  	 	21	  
	 Article 6—PROPERTY USE, PRESERVATION AND MAINTENANCE
	  	 	21	  
	 Section 6.01 Representations and Warranties
	  	 	21	  
	 (a) Compliance with Law; Permits and Licenses
	  	 	21	  
	 (b) Property Characteristics
	  	 	22	  
	 (c) Property Ownership
	  	 	22	  
	 Section 6.02 Covenants
	  	 	22	  
	 (a) Use of Property
	  	 	22	  
	 (b) Property Maintenance
	  	 	22	  
	 (c) Property Preservation
	  	 	24	  
	 (d) Property Inspections
	  	 	25	  
	 (e) Compliance with Laws
	  	 	25	  
	 Section 6.03 Mortgage Loan Administration Matters Regarding the Property
	  	 	25	  
	 (a) Property Management
	  	 	25	  
	 (b) Subordination of Fees to Affiliated Property Managers
	  	 	26	  
	 (c) Physical Needs Assessment
	  	 	26	  
	 Article 7—LEASES AND RENTS
	  	 	26	  
	 Section 7.01 Representations and Warranties
	  	 	26	  
	 (a) Prior Assignment of Rents
	  	 	26	  
	 (b) Prepaid Rents
	  	 	26	  
	 Section 7.02 Covenants
	  	 	27	  
	 (a) Leases
	  	 	27	  
	 (b) Commercial Leases
	  	 	27	  
	 (c) Payment of Rents
	  	 	28	  
	 (d) Assignment of Rents
	  	 	28	  


  

					
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	 (e) Further Assignments of Leases and Rents
	  	 	29	  
	 (f) Options to Purchase by Tenants
	  	 	29	  
	 Section 7.03 Mortgage Loan Administration Regarding Leases and Rents
	  	 	29	  
	 (a) Material Commercial Lease Requirements
	  	 	29	  
	 (b) Residential Lease Requirements
	  	 	29	  
	 Article 8—BOOKS AND RECORDS; FINANCIAL REPORTING
	  	 	30	  
	 Section 8.01 Representations and Warranties
	  	 	30	  
	 (a) Financial Information
	  	 	30	  
	 (b) No Change in Facts or Circumstances
	  	 	30	  
	 Section 8.02 Covenants
	  	 	30	  
	 (a) Obligation to Maintain Accurate Books and Records
	  	 	30	  
	 (b) Items to Furnish to Lender
	  	 	30	  
	 (c) Delivery of Books and Records
	  	 	32	  
	 Section 8.03 Mortgage Loan Administration Matters Regarding Books and Records and Financial Reporting
	  	 	32	  
	 (a) Right to Audit Books and Records
	  	 	32	  
	 (b) Credit Reports; Credit Score
	  	 	32	  
	 Article 9—INSURANCE
	  	 	33	  
	 Section 9.01 Representations and Warranties
	  	 	33	  
	 (a) Compliance with Insurance Requirements
	  	 	33	  
	 (b) Property Condition
	  	 	33	  
	 Section 9.02 Covenants
	  	 	33	  
	 (a) Insurance Requirements
	  	 	33	  
	 (b) Delivery of Policies, Renewals, Notices and Proceeds
	  	 	34	  
	 Section 9.03 Mortgage Loan Administration Matters Regarding Insurance
	  	 	34	  
	 (a) Lender’s Ongoing Insurance Requirements
	  	 	34	  
	 (b) Application of Proceeds on Event of Loss
	  	 	35	  
	 (c) Payment Obligations Unaffected
	  	 	37	  
	 (d) Foreclosure Sale
	  	 	37	  
	 (e) Appointment of Lender as Attorney In-Fact
	  	 	37	  
	 Article 10—CONDEMNATION
	  	 	38	  
	 Section 10.01 Representations and Warranties
	  	 	38	  
	 (a) Prior Condemnation Action
	  	 	38	  
	 (b) Pending Condemnation Actions
	  	 	38	  
	 Section 10.02 Covenants
	  	 	38	  
	 (a) Notice of Condemnation
	  	 	38	  
	 (b) Condemnation Proceeds
	  	 	38	  
	 Section 10.03 Mortgage Loan Administration Matters Regarding Condemnation
	  	 	38	  
	 (a) Application of Condemnation Awards
	  	 	38	  
	 (b) Payment Obligations Unaffected
	  	 	39	  
	 (c) Appointment of Lender as Attorney-In-Fact
	  	 	39	  
	 (d) Application of Proceeds
	  	 	39	  
	 Article 11—LIENS, TRANSFERS AND ASSUMPTIONS
	  	 	39	  
	 Section 11.01 Representations and Warranties
	  	 	39	  
	 (a) No Labor or Materialmen’s Claims
	  	 	39	  


  

					
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	 (b) No Other Interests
	  	 	39	  
	 Section 11.02 Covenants
	  	 	40	  
	 (a) Liens; Encumbrances
	  	 	40	  
	 (b) Transfers
	  	 	40	  
	 Section 11.03 Mortgage Loan Administration Matters Regarding Liens, Transfers and Assumptions
	  	 	42	  
	 (a) Assumption of Mortgage Loan
	  	 	42	  
	 (b) Transfers to Key Principal Owned Affiliates or Guarantor-Owned Affiliates
	  	 	43	  
	 (c) Estate Planning
	  	 	44	  
	 (d) Termination or Revocation of Trust
	  	 	44	  
	 (e) Death of Key Principal or Guarantor
	  	 	45	  
	 (f) Bankruptcy of Guarantor
	  	 	46	  
	 (g) Further Conditions to Transfers and Assumption
	  	 	47	  
	 Section 11.04 Permitted Transfers
	  	 	48	  
	 Article 12—IMPOSITIONS
	  	 	49	  
	 Section 12.01 Representations and Warranties
	  	 	49	  
	 (a) Payment of Taxes, Assessments and Other Charges
	  	 	49	  
	 Section 12.02 Covenants
	  	 	49	  
	 (a) Imposition Deposits, Taxes, and Other Charges
	  	 	49	  
	 Section 12.03 Mortgage Loan Administration Matters Regarding Impositions
	  	 	50	  
	 (a) Maintenance of Records by Lender
	  	 	50	  
	 (b) Imposition Accounts
	  	 	50	  
	 (c) Payment of Impositions; Sufficiency of Imposition Deposits
	  	 	51	  
	 (d) Imposition Deposits Upon Event of Default
	  	 	51	  
	 (e) Contesting Impositions
	  	 	51	  
	 (f) Release to Borrower
	  	 	52	  
	 Article 13—REPLACEMENT RESERVE AND REPAIRS
	  	 	52	  
	 Section 13.01 Covenants
	  	 	52	  
	 (a) Initial Deposits to Replacement Reserve Account and Repairs Escrow Account
	  	 	52	  
	 (b) Monthly Replacement Reserve Deposits
	  	 	52	  
	 (c) Payment for Replacements and Repairs
	  	 	52	  
	 (d) Assignment of Contracts for Replacements and Repairs
	  	 	53	  
	 (e) Indemnification
	  	 	53	  
	 (f) Amendments to Loan Documents
	  	 	53	  
	 (g) Administrative Fees and Expenses
	  	 	53	  
	 Section 13.02 Mortgage Loan Administration Matters Regarding Reserves
	  	 	53	  
	 (a) Accounts, Deposits, and Disbursements
	  	 	53	  
	 (b) Approvals of Contracts; Assignment of Claims
	  	 	60	  
	 (c) Delays and Workmanship
	  	 	60	  
	 (d) Appointment of Lender as Attorney-In Fact
	  	 	60	  
	 (e) No Lender Obligation
	  	 	60	  
	 (f) No Lender Warranty
	  	 	61	  
	 Article 14—DEFAULTS/REMEDIES
	  	 	61	  
	 Section 14.01 Events of Default
	  	 	61	  


  

					
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	 (a) Automatic Events of Default
	  	 	61	  
	 (b) Events of Default Subject to a Specified Cure Period
	  	 	62	  
	 (c) Events of Default Subject to Extended Cure Period
	  	 	63	  
	 Section 14.02 Remedies
	  	 	63	  
	 (a) Acceleration; Foreclosure
	  	 	63	  
	 (b) Loss of Right to Receive Replacement Reserve Disbursements and Repairs Disbursements
	  	 	63	  
	 (c) Remedies Cumulative
	  	 	64	  
	 Section 14.03 Additional Lender Rights; Forbearance
	  	 	64	  
	 (a) No Effect Upon Obligations
	  	 	64	  
	 (b) No Waiver of Rights or Remedies
	  	 	65	  
	 (c) Appointment of Lender as Attorney in Fact
	  	 	65	  
	 Section 14.04 Waiver of Marshaling
	  	 	66	  
	 Article 15—MISCELLANEOUS
	  	 	67	  
	 Section 15.01 Governing Law; Consent to Jurisdiction and Venue
	  	 	67	  
	 (a) Governing Law
	  	 	67	  
	 (b) Venue
	  	 	67	  
	 Section 15.02 Notice
	  	 	68	  
	 (a) Process of Serving Notice
	  	 	68	  
	 (b) Change of Address
	  	 	68	  
	 (c) Default Method of Notice
	  	 	68	  
	 (d) Receipt of Notices
	  	 	68	  
	 Section 15.03 Successors and Assigns Bound; Sale of Mortgage Loan
	  	 	69	  
	 (a) Binding Agreement
	  	 	69	  
	 (b) Sale of Mortgage Loan; Change of Servicer
	  	 	69	  
	 Section 15.04 Counterparts
	  	 	69	  
	 Section 15.05 Joint and Several (or Solidary) Liability
	  	 	69	  
	 Section 15.06 Relationship of Parties; No Third Party Beneficiary
	  	 	69	  
	 (a) Solely Creditor and Debtor
	  	 	69	  
	 (b) No Third Party Beneficiaries
	  	 	70	  
	 Section 15.07 Severability; Entire Agreement; Amendments
	  	 	70	  
	 Section 15.08 Construction
	  	 	70	  
	 Section 15.09 Mortgage Loan Servicing
	  	 	70	  
	 Section 15.10 Disclosure of Information
	  	 	71	  
	 Section 15.11 Waiver; Conflict
	  	 	71	  
	 Section 15.12 Determinations by Lender
	  	 	71	  
	 Section 15.13 Subrogation
	  	 	71	  
	 Section 15.14 Counting of Days
	  	 	72	  
	 Section 15.15 Revival and Reinstatement of Indebtedness
	  	 	72	  
	 Section 15.16 Time is of the Essence
	  	 	72	  
	 Section 15.17 Final Agreement
	  	 	72	  
	 Section 15.18 WAIVER OF TRIAL BY JURY
	  	 	73	  


  

					
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 SCHEDULES & EXHIBITS 

 

			
	 Schedules
	  	
		
	 Schedule 1 Definitions Schedule (required)
	  	Form 6101.ARM
	 Schedule 2 Summary of Loan Terms (required)
	  	Form 6102.ARM
	 Schedule 2 Addenda- Conversion Option- ARM Loan
	  	Form 6102.07
	 Schedule 3 Interest Rate Type Provisions (required)
	  	Form 6103.ARM
	 Schedule 4 Prepayment Premium Schedule (required)
	  	Form 6104.11
	 Schedule 5 Required Replacement Schedule (required)
	  	
	 Schedule 6 Required Repair Schedule (required)
	  	
	 Schedule 7 Exceptions to Representations and Warranties Schedule (required)
	  	
		
	 Exhibits
	  	
	 Exhibit A Modification to Loan Agreement (Conversion Option)
	  	Form 6226


  

					
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 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 FOX PARTNERS, LLC, a Texas limited liability company (“Borrower”), and RED MORTGAGE CAPITAL 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 l 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. 

ARTICLE 2—GENERAL MORTGAGE LOAN TERMS 
 Section 2.01. Mortgage Loan Origination and Security. 
 (a) Making
of Mortgage Loan. 
 On the Effective Date and 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: 

  

					
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 (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 Lenders interest in the Mortgaged Property. 
 Section 2.02. Payments on Mortgage Loan. 
 (a) Debt Service
Payments. 
 (1) Short Month Interest. 

If the Effective Date is any day other than the first day of the month, interest for the period beginning on the Effective
Date and ending on and including the last day of the month in which the Effective Date occurs shall be payable by Borrower on the Effective Date. 
 (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. 

  

					
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 (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 (other than the payment due on the Maturity Date for repayment of the Mortgage
Loan in full) 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 if
any other amount payable under this Loan Agreement 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 and without demand by Lender, the Late Charge. 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. 

  

					
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 (d) Default Rate. 

(1) Default interest shall be paid as follows: 

(A) If any amount due on 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 principal, Accrued Interest or other Indebtedness due on the Mortgage Loan 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 Multifamily Loan and Security Agreement Monthly Debt
Service Payment or other payment due on 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; 
 (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 

  

					
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 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 amount 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 amount at Lender’s election. Neither Lender’s acceptance of an amount that is less than all amounts then due and payable, nor Lenders 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 amount 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. 
 (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: 

  

					
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 (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 not a Permitted Prepayment Date but is approved by Lender) and such failure
continues for five (5) Business Days or longer, or into the following month (if sooner), Lender may recalculate the payoff amount. 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); 
 (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


  

					
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 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 condemnation award 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. 
 Borrower acknowledges and agrees
that: 
 (1) any prepayment of the unpaid principal balance of the Mortgage Loan, whether voluntary or
involuntary, or resulting from a 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. 
 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 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


  

					
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 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 any 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: 

(1) failure to pay to Lender upon demand after an Event of Default, all Rents to which Lender is entitled under the Loan
Documents and the amount of all security deposits collected by Borrower from tenants; 
 (2) failure to maintain
all insurance policies required by the Loan Documents; 
 (3) failure to apply all insurance proceeds and any
condemnation award 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) failure to apply Rents to the ordinary and necessary expenses of owning and operating the Mortgaged Property (other than property management fees that are not currently payable pursuant to the terms
of any collateral assignment of property management agreement required by Lender), and to Debt Service Amounts, except that Borrower will not be personally liable with respect to Rents that are distributed in any calendar year if Borrower has paid
all ordinary and necessary expenses of owning and operating the Mortgaged Property and Debt Service for the calendar year that such Rents are attributable; or 
 (6) waste or abandonment of the Mortgaged Property; 
 provided, however, 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 Guarantor, Key Principal or Borrower Affiliate. 
 (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: 

  

					
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 (1) failure by Borrower to comply with the single-asset entity requirements
of this Loan Agreement or any other Loan Document; 
 (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 (ii) 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 Borrower, Guarantor, Key Principal or any Borrower Affiliate; or 
 (4) fraud or written
material misrepresentation by Borrower, Guarantor, Key Principal, or any officer, director, partner, member, or shareholder of Borrower, Guarantor, or Key Principal or material omission in connection with: any application for or creation of the
Indebtedness, on-going financial or other reporting, or any request for action or consent by Lender. 
 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), the Environmental Indemnity Agreement and any other indemnity provided by Borrower under any other 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. 
 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 any Guarantor or Key Principal, 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. 

  

					
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 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. 
 (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.


  

					
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 (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 Borrowers Financial Condition. 

Borrower is not presently Insolvent and 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. 
 (g) Economic Sanctions, Anti-Money Laundering and Anti-Corruption. 

None of Borrower, any Guarantor) any Key Principal, or any Principal, nor to Borrower’s knowledge, its general partners, managing
members, managers (if non-member managed), or any Person owning or controlling any of them: 
 (1) is in
violation of: 
 (A) any applicable anti-money laundering laws, including those contained in the Bank Secrecy
Act; 
 (B) any applicable economic sanction laws administered by OFAC or by the United States Department of
State; or 
 (C) any applicable anti-drug trafficking, anti-terrorism, or anti- corruption laws, civil or
criminal; or 
 (2) is a Person: 

(A) that is charged with, or has reason to believe that he, she or it is under investigation for, any violation of any
such laws; 
 (B) that has been convicted of any violation of, has been subject to civil penalties pursuant to,
or had any of its property seized or forfeited under any such laws; 
 (C) named on the list of “Specially
Designated Nationals or Blocked-Persons” maintained by OFAC (or any successor United States government office or list), or any similar list maintained by the United States Department of State (or any successor United States government office or
list); 

  

					
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 (D) with whom any United States Person 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; or 
 (E) that
is owned, controlled by, or affiliated with any Person identified in clause (A), (B), (C), and/or (D) of this Section 4.01(g)(2); or 
 (3) is in violation of any obligation to maintain appropriate internal controls as required by the governing laws of the jurisdiction of such Person as are necessary to ensure compliance with the economic
sanctions, anti-money laundering and anti­corruption laws of the United States and the jurisdiction where the Person resides, is domiciled or has its principal place of business. 

(h) Borrower Single Asset Status. 
 Borrower: 
 (1) does not own 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 management and operation of the Mortgaged Property; 
 (3) has 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 or the Mortgaged Property is otherwise bound, other than unsecured obligations incurred in
the ordinary course of the operation of the Mortgaged Property and obligations under the Loan Documents and obligations secured by the Mortgaged Property to the extent permitted by the Loan Documents; 

(4) has accurately 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; 
 (5) has not commingled its assets or funds with those of any other Person; 
 (6) has been adequately capitalized in light of its contemplated business operations; 
 (7) has not assumed, guaranteed or become obligated for the liabilities of any other Person (except in connection with the Mortgage Loan or the endorsement of negotiable instruments in the ordinary course
of business) or held out its credit as being available to satisfy the obligations of any other Person; and 

  

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

(i) No Bankruptcies or Judgments. 
 None of Borrower, any Guarantor, any Key Principal, or any Principal, nor to Borrower’s knowledge, its general partners, managing members, managers (if non-member managed), or any Person owning a
Controlling Interest in any of them is currently: 
 (1) the subject of or a party to any completed or pending
bankruptcy, reorganization, including any receivership or other insolvency proceeding; 
 (2) preparing or
intending to be the subject of a Bankruptcy Event; or 
 (3) the subject of any judgment unsatisfied of record or
docketed in any court; or 
 (4) Insolvent. 

(j) No Litigation. 
 There are no 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 Borrower, any
Guarantor, any Key Principal, any Principal or the Mortgaged Property. 
 (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 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. 

  

					
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 (m) ERISA. 
 Borrower acknowledges that: 
 (1) it has no Employee Benefit Plan
and does not maintain or sponsor an Employee Benefit Plan intended to meet the requirements of a “qualified plan” under Section 401(a) of the Internal Revenue Code; 

(2) it does not maintain, sponsor or contribute to any Employee Benefit Plan that is subject to Title IV of ERISA or
Section 412 of the Internal Revenue Code; 
 (3) it has not engaged in a non-exempt “prohibited
transaction” described in Section 406 of ERISA or Section 4975 of the Internal Revenue Code that could result in an assessment of a civil penalty under Section 502(i) of ERISA or excise tax under Section 4975 of the Internal
Revenue Code and none of the assets of Borrower constitute “plan assets” (within the meaning of Department of Labor Regulation Section 2510.3-101) of any Employee Benefit Plan subject to Title I of ERISA; 

(4) it has not incurred any “withdrawal liability” and no “reportable event” has occurred (as such
terms are described in Title IV of ERISA) with respect to any such Employee Benefit Plan, unless approved by the appropriate Governmental Authority; 
 (5) none of Borrower, any general partner, manager (if non-member managed), or managing member of Borrower, or any Guarantor, Principal, or Key Principal, or any person under common control with Borrower,
is or ever has been obligated to contribute to any “multiemployer plan” (as defined in Section 3(37) of ERISA; and . 
 (6) it has no unpaid obligations or liabilities that have not been discharged arising under ERISA of a character which if unpaid or unperformed might result in the imposition of a Lien against any of its
properties or assets, including satisfaction of any plan funding requirements. 
 (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 such Borrower is bound. 

(2) None of Borrower, any general partner, manager (if nonmember managed) or managing member of Borrower, or any
Guarantor, Principal or Key Principal is in default under any obligation to Lender. 

  

					
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 (o) Prohibited Person. 

None of Borrower, any Guarantor) any Key Principal or any Principal, nor to Borrower’s knowledge, its general partners, managing
members, managers (if nonmember managed) or any Person owning a Controlling Interest in any of them is a Prohibited Person. 

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 that 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. Borrower shall not make any material change to its organizational documents, including changes
relating to control of, or the ability to oversee management and day-to-day operations of, Borrower, without Lender’s prior written consent. 
 (b) Economic Sanctions and Anti-Money Laundering. 
 (1)
Borrower shall at all times remain, and shall cause its general partners, managing members and managers (if non-member managed), and any Guarantor, Key Principal, Principal and any Person owning or controlling any of them to remain, in compliance
with: 
 (A) any applicable anti-money laundering laws, including those contained in the Bank Secrecy Act;

 (B) any applicable economic sanction laws administered by OFAC or by the United States Department of State;
and 
 (C) any applicable anti-drug trafficking, anti-terrorism, or anti- corruption laws, civil or criminal.

 (2) At no time shall Borrower, or its general partners, managing members, managers (if non-member managed),
any Guarantor, Key Principal, Principal, or any Person owning or controlling any of them, be a Person: 
 (A)
that is charged with, or has reason to believe that he, she or it is under investigation for, any violation of any such laws; 
 (B) that has been convicted of any violation of, has been subject to civil penalties pursuant to, or had any of its property seized or forfeited under, any such laws; 

  

					
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 (C) named on the list of “Specially Designated Nationals or Blocked
Persons” maintained by OFAC (or any successor United States government office or list), or any similar list maintained by the United States Department of State (or any successor United States government office or list); 

(D) 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; or 
 (E) that is owned, controlled by or affiliated with
any Person identified in clause (A), (B), (C), and/or (D) of this Section 4.02(b)(2). 
 (3) At no time
shall Borrower, its general partners, managing members, managers, non-member managers, any Guarantor, Key Principal, Principal and any Person owning or controlling any of them, be a Person in violation of any obligation to maintain appropriate
internal controls as required by the governing laws of the jurisdiction of such Person as are necessary to ensure compliance with the economic sanctions, anti-money laundering, and anti-corruption laws of the United States and the jurisdiction where
the Person resides, is domiciled or has its principal place of business. 
 (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 any real property, personal property or assets other than the Mortgaged
Property; 
 (2) shall not own, operate or participate in any business other than the management and operation of
the Mortgaged Property; 
 (3) shall not commingle its assets or funds with those of any other Person unless such
assets or funds can be segregated and identified; 
 (4) shall accurately 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; 

(5) shall not assume, guaranty or become obligated for, the liabilities of any other Person (except in connection with the
Mortgage Loan or the endorsement of negotiable instruments in the ordinary course of business) or hold out its credit as being available to satisfy the obligations of any other Person; or 

  

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

(e) ERISA. 
 Borrower acknowledges that: 
 (1) it shall not maintain or sponsor
an Employee Benefit Plan or fail to comply with the requirements of a “qualified plan” under Section 401(a) of the Internal Revenue Code; 
 (2) it shall not maintain, sponsor or contribute to any Employee Benefit Plan that is subject to Title IV of ERISA or Section 412 of the Internal Revenue Code; 

(3) it shall not engage in a non-exempt “prohibited transaction” described in Section 406 of ERISA or
Section 4975 of the Internal Revenue Code that could result in an assessment of a civil penalty under Section 502(i) of ERISA or excise tax under Section 4975 of the Internal Revenue Code, and none of the assets of Borrower shall
constitute “plan assets” (within the meaning of Department of Labor Regulation Section 2510.3-101) of any Employee Benefit Plan subject to Title I of ERISA; 

(4) it shall not incur any “withdrawal liability” or trigger a “reportable event” (as such terms are
described in Title IV of ERISA) with respect to any such Employee Benefit Plan, unless approved by the appropriate Governmental Authority; 
 (5) none of Borrower, any general partner, manager, managing member or Principal of Borrower, or any Guarantor or Key Principal, or any person under common control with Borrower, shall withdraw from any
Employee Benefit Plan that is a “multiemployer plan” (as defined in Section 3(37) of ERISA); and 

(6) it shall not incur any liabilities under ERISA that if unpaid or unperformed might result in the imposition of a Lien
against any of its properties or assets, including satisfaction of any plan funding requirements. 
 (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, any Guarantor, any Key Principal, any
Principal or the Mortgaged Property, which claims, actions, suits or proceedings, if adversely determined would reasonably be expected to materially adversely affect the financial condition or business of Borrower, any Guarantor, any Key Principal
or any Principal or the condition 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 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;

 (4) any Bankruptcy Event or Guarantor Bankruptcy Event; 

(5) any disclosure documents, including fees payable to any rating agencies, including the reasonable fees and expenses of
Lender’s attorneys and accountants. 
 ARTICLE 5—THE MORTGAGE LOAN 

Section 5.01. Representations-and Warranties. 
 The representations and warranties made by Borrower to Lender in this Section 5.01 are made as of the Effective Date) and are true and correct except as disclosed on the Exceptions to Representations
and Warranties Schedule. 
 (a) Receipt and Review of Loan Documents. 

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

  

					
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 (b) No Default 

No Event of Default exists under any of the Loan Documents and the execution delivery and performance of the obligations imposed on
Borrower under the Loan Documents 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. 
 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; provided,
however, any such notice by Borrower 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; 

(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 requested by Lender. 
 (b) Further Assurances. 
 (1) Other Documents As Lender May
Require. 
 Borrower shall execute, acknowledge and deliver, at its cost and expense, all further acts, deeds, conveyances,
assignments, estoppel certificates, financing statements, transfers and assurances as Lender may 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. 

  

					
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 (2) Corrective Actions. 

Borrower shall provide, or cause to be provided, to Lender, at Borrower’s cost and expense, such further documentation or
information 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: 
 (1) do anything necessary to comply with the
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, at Borrower’s cost and expense, such further documentation or information required by Lender or
Investor, 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; 
 (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 required by Lender or such Investor. 

(d) Limitations on Further Acts of Borrower. 
 Nothing in 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; or 

  

					
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 (2) imposing on Borrower greater personal liability under the Loan Documents
than that set forth in the related commitment letter between Borrower and Lender. 
 (e) Financing Statements; Record
Searches. 
 (1) Borrower shall pay all filing costs and all costs and expenses associated with any filing or
recording of: 
 (A) 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 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). 
 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 environmental protection. 
 (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.


  

					
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 (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 not less than: 

(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. 
 (c) Property
Ownership. 
 Borrower is sole owner of the Mortgaged Property. 
 Section 6.02. Covenants 
 (a) Use of Property. 

From and after the Effective Date, Borrower shall not, tu1less required by applicable law or Governmental Authority: 

(1) allow changes in the use of all or any part of the Mortgaged Property; 

(2) convert any individual dwelling units or common areas to commercial use; 

(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; or 

(5) subdivide the Land. 
 (b) Property Maintenance. 
 Borrower shall: 

  

					
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 (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 (including the replacement of Personalty and
Fixtures with items of equal or better function and quality) and subject to Section 9.03(b) 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 insurance proceeds are or any condemnation award is 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 weather conditions, 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 notice of such Additional Lender Repairs (subject to weather conditions, 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 notice of such Additional Lender Replacements (subject
to weather conditions, 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 for Permitted Encumbrances); 

(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 requirements; and 

  

					
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 (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 such cessation results from causes beyond the control
of Borrower 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); 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 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 request, submit to Lender any contracts or work orders described in
Section l3.02(b)unless the total amount listed in such contract or work order is less than $10,000.00. 
 (c) Property
Preservation. 
 Borrower shall: 
 (1) not commit waste, or abandon or 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 
 (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). 

  

					
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 (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 repair or environmental inspections), and shall
cooperate and provide access to all areas of the Mortgaged Property (subject to the rights of tenants under the Leases) during normal business hours or at such other reasonable time upon reasonable notice, and at any time after an Event of Default
or when exigent circumstances exist; 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, environmental protection and Leases;

 (2) maintain all required permits, licenses 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 
 (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 

  

					
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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 a
collateral agreement with Lender, in a form approved by Lender, providing for subordination of those fees and such other provisions as Lender may require. 
 (c) Physical Needs Assessment. 
 If, in connection with any inspection of
the Mortgaged Property, Lender determines that the condition of the Mortgaged Property has deteriorated since the Effective Date, Lender may obtain, at Borrower’s expense, a physical needs assessment of the Mortgaged Property. Lender’s
right to obtain a physical needs 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 physical needs
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 
 (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. 

  

					
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 Section 7.02. Covenants. 

(a) Leases. 
 Borrower shall: 
 (1) comply with and observe Borrower’s
obligations under all Lease, 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; and 
 (3) 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 request, promptly provide Lender a copy of any Residential Lease then
in effect as requested by Lender. 
 (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 and Lender’s written
approval of such Material Commercial Lease; or 
 (B) modify the terms or 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. 
 (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, reduces the number or size of
residential units at the Mortgaged Property or causes such non-Material Commercial Lease to be deemed a Material Commercial Lease; 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 causes such non-Material Commercial Lease to be deemed a Material
Commercial Lease. 

  

					
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 (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 of the request, 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 the
occurrence of an Event of Default; 
 (2) shall cooperate with Lender’s efforts in connection with the
assignment of Rents set forth in the Security Instrument; and 
 (3) not accept Rent under any Lease (whether
residential or non-residential) for more than two (2) months in advance. 
 (d) Assignment of Rents. 

Borrower shall not: 
 (1) perform any acts and shall not 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; or 
 (2) interfere with Lenders collection of such Rents. 

  

					
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 (e) Further Assignments of Leases and Rents. 

Borrower shall execute and deliver any further assignments of Leases and Rents as Lender may 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 or right of first offer, 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 is 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, but subject to the terms of the subordination, non-disturbance and attornment agreement, affirmatively elects to terminate such Lease. 

(b) Residential Lease Requirements. 
 All Residential Leases shall be: 
 (1) on forms approved by Lender;
and 
 (2) for initial lease terms of not less than six (6) months and not more than twenty-four
(24) months (however) if customary in the applicable market, Residential Leases with terms of less than six (6) months may be permitted with Lender’s prior written consent). 

  

					
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 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 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 by an individual having authority to bind Borrower (or Guarantor, as applicable), in such form and with such detail
as Lender reasonably requires: 
 (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, and 

  

					
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 (2) within one hundred twenty (120) days after the end of each calendar
year: 
 (A) a statement of income and expenses for Borrower and Guarantor for such calendar year; 

(B) a statement of cash flows of Borrower and Guarantor for such calendar year; 

(C) when requested by Lender, balance sheet(s) showing all assets and liabilities of Borrower and Guarantor as of the end
of such calendar year; and 
 (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) a statement that identifies all owners of any interest in Borrower and the interest held by each, and if Borrower is a
corporation, the names of all officers and directors of Borrower, and if Borrower is a limited liability company, the names of all managers who are not members; 
 (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 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; 

  

					
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 (4) upon Lender’s 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)(l) 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; and 
 (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. 
 (c) 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) Right to Audit Books and Records. 

Lender may require that any or all of the statements, schedules and reports of Borrower or the Mortgaged Property be audited, at
Borrowers expense, by independent certified public accountants acceptable to Lender; provided that such requirement shall be limited to not more than once per Borrower’s fiscal year so long as no Event of Default has occurred (or any 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). If Borrower fails, in a timely manner, to provide any such required audited materials, Lender shall have the
right, at Borrower’s expense, to have such materials audited by independent certified public accountants selected by Lender. All related costs and expenses of Lender shall become immediately due and payable within ten (10) Business Days
after demand therefor. 
 (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 any Guarantor or any Key Principal, the cost of which report shall be paid by Borrower, Guarantor, and Key Principal. Lender is authorized to obtain a Credit Score (if applicable) for Borrower, any Guarantor or any Key Principal at any time at
Lender’s expense. 

  

					
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 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 allied perils, 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 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 

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

  

					
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 (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 existing insurance policy has been renewed not less than thirty (30) 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 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)(A) 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. 

BORROWER ACKNOWLEDGES THAT ANY FAILURE TO COMPLY WITH INSURANCE PROVISIONS SHALL PERMIT LENDER TO PURCHASE SUCH INSURANCE AT
BORROWER’S COST, SUCH INSURANCE MAY, BUT NEED NOT, 

  

					
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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 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) if all of the following conditions are met: 
 (i) no
Event of Default has occurred (or any 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); 

(ii) Lender determines that there 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 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 (x) one (1) year before the stated Maturity Date or (y) one (1) year after the date of the loss or casualty; and 
 (v) Borrower provides Lender, upon 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 (or any 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) the Restoration will be completed before
the earlier of (i) one (1) year before the stated Maturity Date or (ii) one (1) year after the date of the loss or casualty; 
 (D) there 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 
 (I) Lender shall have the right to
inspect the Mortgaged Property. 

  

					
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 (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, 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; 
 (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; or 

  

					
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 (2) the payment of the Indebtedness, with the balance, if any, paid to
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 due date or the
full payment of any Monthly Debt Service Payment, Monthly Replacement Reserve Deposit, any other installments referred to in this Loan Agreement or in any other Loan Document, or the Maturity Date. 

(c) Appointment of Lender as Attorney-In-Fact. 
 Borrower authorizes and appoints Lender as attorney-in-fact pursuant to Section 14.03(c). 
 (d) Application of Proceeds. 
 If Lender elects to apply condemnation
proceeds or awards 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 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 have been paid in full and there are no mechanics’ or materialmen’s liens or claims outstanding for work, labor or materials affecting the Mortgaged
Property, whether prior to, equal with or subordinate to the lien of the Security Instrument. 
 (b) No Other Interests.

 No Person: 

  

					
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 (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 to Lender; 

(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, except as may be disclosed to and approved in writing by Lender. 

Section 11.02. Covenants. 
 (a) Liens; Encumbrances. 
 Other than Permitted Encumbrances, the lien of
the Security Instrument and this Loan Agreement, 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). 
 (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) the grant of a Residential Lease for a term of two (2) years or less and not containing an option to purchase or
right of first refusal (except as required by applicable law); 
 (C) the grant of a non-Material Commercial
Lease provided the use and type of operation of such space is unchanged from the use and type of operation in effect as of the Effective Date and the number and size of residential units at the Mortgaged Property are not reduced; 

(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; or 

(F) the creation of 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. 

  

					
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 (2) Interests in Borrower and/or Key Principal and/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) a direct or indirect Controlling Interest in Borrower, Key Principal or Guarantor (if applicable);

 (B) more than forty-nine percent (49%) of any 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); 

(C) 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 

(D) 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. 
 (3) Entity Conversion.

 (A) Borrower shall not change its name, change its jurisdiction or organization, or cause or permit a
conversion of Borrower from one type of entity into another type of entity if such conversion results in either: 
 (i) a Transfer of a Controlling Interest; or 
 (ii) a change in
any assets, liabilities, legal rights or obligations of Borrower (or of Key Principal, Guarantor or any general partner, manager (if non-member managed) or managing member of Borrower, as applicable), by operation of law or otherwise. 

(B) Notwithstanding the foregoing, Borrower may convert from one type of legal entity into another type of legal entity
for tax or other structuring purposes, provided: 
 (i) the provisions of Section 11.02(b)(2) are
satisfied; 
 (ii) Borrower provides Lender with at least ten (10) days prior written notice of such
conversion; 

  

					
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 (iii) Borrower provides Lender any certificates evidencing such conversion
filed with the appropriate Secretary of State within ten (10) days after filing such certificates; 
 (iv)
Borrower provides Lender new certificates of good standing for such entity at least five (5) days prior to such conversion; 
 (v) Lender reserves the right to file UCC-3 amendments where necessary reflecting the conversion; 
 (vi) if required by Lender, Borrower executes an amendment to this Loan Agreement documenting the conversion; and 
 (vii) Borrower shall provide Lender with confirmation from the title company (via electronic mail or letter) that nothing is needed in the land records (of the appropriate Property Jurisdiction) at such
time to evidence such conversion, and no endorsements to the Title Policy are necessary to maintain Lender’s coverage; or if any endorsements are necessary, Borrower shall provide such endorsements at Borrower’s cost. 

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 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; 
 (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 (including any standards with respect to previous relationships between Lender and the proposed new
borrower, new key principal and new guarantor and the organization of the new borrower, new key principal and new guarantor (if applicable); 

  

					
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 (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) Lender determines that the Mortgaged Property satisfies all of Lender’s then-applicable loan
underwriting standards, including physical condition, occupancy and net operating income; 
 (5) the proposed new
borrower has 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 which previously may have been waived by Lender for Borrower, subject to the terms of Section 11.03(g); 
 (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, 
 (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) Transfers of direct or indirect ownership interests in Borrower that are not otherwise permitted by this Loan
Agreement but in which Key Principal or Guarantor, or an entity in which Key Principal or Guarantor, as applicable, owns a Controlling Interest, is the transferee shall be consented to by Lender if such Transfer satisfies the applicable requirements
of Section 11.03(a), other than Section 11.03(a)(5). 
 (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 management and control of Borrower; and 

  

					
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 (B) the transferor Key Principal or Guarantor maintains the same right and
ability to manage and 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 management and control of Borrower and (2) the transferor Key Principal or Guarantor, as applicable, maintains the same right and ability to manage and
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 to, 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;

 (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 
 (C)
partnerships or limited liability companies of which the partners or members, respectively, are all Immediate Family Members of such Key Principal or 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, 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 or Key Principal, 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 death. 
 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). 

  

					
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 (e) Death of Key Principal or Guarantor. 

(1) If Key Principal or Guarantor is a natural person, Borrower must notify Lender in writing within ninety (90) days
in the event Key Principal or Guarantor dies. Unless waived in writing by Lender, the deceased Key Principal or Guarantor 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: 

(i) the proposed new key principal and any other 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 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; 

(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 or Guarantor 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 (1) year from the date of Key Principal’s or Guarantor’s 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 

  

					
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 (B) a lockbox or 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: 
 (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; 
 (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: 

  

					
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 (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 or 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). 
 (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, 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); 

(C) all of Lender’s out-of-pocket costs (including reasonable attorneys’ fees) incurred in reviewing the
Transfer request, to the extent such costs exceed the Review Fee; and 

  

					
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 (3) Borrower shall provide Lender written notice of all Transfers whether or
not such Transfers are permitted under this Loan Agreement or approved by Lender no later than ten (10) days prior to the date of the Transfer, provided that Borrower shall not be required to provide notice of (A) Transfers of Residential
Leases, (B) the replacement of Fixtures or Personalty performed pursuant to the terms of the Loan Documents, or (C) Transfers of less than a Controlling Interest in Key Principal. 
 Section 11.04. Permitted Transfers. 
 (a) 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 one-time Transfer of BSF-TSC GP, LLC, a Delaware limited liability company (the manager of Borrower) to FC Fox Trails, LLC, a Virginia limited liability company (either by purchase of the ownership
interest of BSF-TSC GP, LLC or replacement of BSF-TSC GP, LLC as the manager of Borrower), pursuant to the terms of the Limited Liability Company Agreement of Borrower dated as of October 11, 2011 as in effect on the Effective Date, provided
that: 
 (A) Borrower has submitted to Lender all information required by Lender to make the determination
required by this Section; 
 (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, provided, however, if the Transfer would cure the Event of Default the Transfer must occur within 60 days after all conditions in this Section have
been met to Lender’s satisfaction; 
 (C) Lender determines that: 

(i) Paul Van, Charles Patty and John D. Carr, as new key principals and guarantors (the “New Key
Principals/Guarantors), fully satisfy all of Lender’s then-applicable key principal and guarantor eligibility, credit, management and other loan underwriting standards (including any standards with respect to previous relationships between
Lender and the New Key Principals/Guarantors); and 
 (ii) none of the New Key Principals/Guarantors is a
Prohibited Person; 
 (D) Lender has reviewed and approved the Transfer documents; 

(E) the New Key Principals/Guarantors shall become new key principals and guarantors and shall have executed and delivered
to Lender a substitute Non­Recourse Guaranty or other substitute guaranty in a form acceptable to Lender; 

  

					
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 (F) Borrower provides Lender with prior written notice of the proposed
Transfer and pays the Review Fee in conjunction with the delivery of such prior written notice; and 
 (G)
Borrower pays or reimburses. Lender, upon demand, for all of Lender’s out-of-pocket costs (including reasonable attorneys’ fees) incurred in reviewing the Transfer request, to the extent such costs exceed the Review Fee. 

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, including Impositions, leasehold payments and ground rents; 

(2) paid all Taxes for the Mortgaged Property that have become due pursuant to any notice of assessment received by
Borrower and any and all taxes that have become due against Borrower; 
 (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: 

  

					
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 (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 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; 

(3) pay, or cause to be paid, all Impositions, leasehold payments, ground rents and Borrower taxes when due and before the
addition of any interest, fine, penalty or cost for nonpayment; 
 (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. 

  

					
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 (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. 
 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 (or 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 by Lender; and 

  

					
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 (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. 

(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)). 

  

					
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 (d) Assignment of Contracts for Replacements and Repairs. 

Borrower shall assign to Lender any contract or subcontract for Replacements or Repairs, upon Lender’s request, on a form of
assignment approved by Lender. 
 (e) Indemnification. 

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 of the Replacements or Repairs or investment of the Reserve/Escrow Account Funds.

 (f) Amendments to Loan Documents. 
 Borrower shall execute and/or deliver to Lender, upon request, an amendment to this Loan Agreement, the Security Instrument, any other Loan Document and/or the original financing statement necessary or
desirable to perfect Lender’s lien upon any portion of the Mortgaged Property for which Reserve/Escrow Account Funds were expended. 
 (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 

  

					
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 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 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 exists 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 exists. 

(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. 
 (3)
Adjustment of Deposits. 
 (A) Mortgage Loan Terms Exceeding Ten (10) Years. 

If the Loan Term exceeds ten (10) years, a physical needs 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 physical needs 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 of the twentieth (20th) Loan Year if the Loan Term exceeds twenty (20) years). After review of the physical needs 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 which 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


  

					
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 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. In all events, the transferee shall be required to assume Borrowers duties and obligations under this
Loan Agreement. 
 (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. 
 (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 and the Repairs Escrow 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. 

  

					
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 (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 

(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; 

  

					
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 (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) a search of title to the Mortgaged Property and Lien releases, both effective to the date of disbursement;

 (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). 
 (8) Joint Checks for Periodic Disbursements.

 Lender may 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 complete the Replacement or Repair; 

(F) each supplier, materialman, mechanic, contractor, subcontractor or other similar party receiving payments shall have
provided, if requested 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. 

  

					
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 (9) Replacements and Repairs Other than Required Replacements and/or Required
Repairs. 
 (A) Borrower Requested Replacements and Borrower Requested Repairs. 

In the event Borrower requests a disbursement from the Replacement Reserve Account or the Repairs Escrow Account to
reimburse Borrower for any Borrower Requested Replacement or Borrower Requested Repair, any related disbursement request must also contain support for why Lender should allow such disbursement. Lender may make disbursements for Borrower Requested
Replacements or Borrower Requested Repairs if Lender determines that: 
 (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
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)(3), 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 may make disbursements from the Replacement Reserve Account for Additional Lender Replacements or from the Repairs Escrow Account for
Additional Lender Repairs, as applicable, if Lender determines that: 
 (i) the costs are reasonable;


  

					
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 (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. 

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 contain support for why Lender should allow such disbursement. Lender may make disbursements from the Replacement Reserve Account or the Repairs Escrow Account, as
applicable, if: 
 (A) the excess cost is reasonable; 

(B) the amount of funds in the Replacement Reserve Account or the Repairs Escrow Account, as applicable, is sufficient to
pay such excess cost and the then-current estimated cost of completing all remaining Replacements and Repairs at the Maximum Repair Cost; 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, 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). 

  

					
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 (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 or entities 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 or as otherwise provided in Section 14.03(c). 

(c) Delays and Workmanship. 
 If Lender determines that 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: 
 (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; 

  

					
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 (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 \vi.th 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. 
 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. 
 The following shall constitute automatic Events 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) any warranty, representation, certificate or statement of Borrower, Guarantor or Key Principal in this Loan Agreement
or any of the other Loan Documents shall be false, inaccurate or misleading in any material respect when made; 

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

  

					
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 (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; 
 (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 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; 

(9) any failure by Borrower, Key Principal or Guarantor to comply with the provisions of Section 5.02(b) and
Section 5.02(c); 
 (10) if Borrower, Guarantor or Key Principal is a trust, the termination or revocation
of such trust, except as set forth in Section 11.03(d); 
 (11) 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);
and 
 (12) 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. 
 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 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; and 

  

					
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 (3) any failure by Borrower to perform any obligation under this Loan
Agreement or any Loan Document that is subject to a specified notice and cure period, which failure continues beyond such specified 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 subject to the cure period set forth below: 
 (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, which failure continues for a period of thirty (30) days after notice of such failure by Lender to Borrower, 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 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. 

Section 14.02. Remedies. 
 (a) Acceleration; Foreclosure. 
 Upon the occurrence of an Event of
Default, 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 shall at once become due and payable, at the option of
Lender, without any prior notice to Borrower, unless applicable law requires otherwise (and in such case, after any required 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 notice or further action by Lender. 
 (b) Loss of Right to Receive
Replacement Reserve Disbursements and Repairs Disbursements. 
 Upon the occurrence of an Event of Default under this Loan
Agreement, Borrower shall immediately lose all of its rights to receive disbursements from the Reserve/Escrow Accounts and any Collateral Accounts. Upon 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: 

  

					
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 (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. 
 (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 default 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, any 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; 

  

					
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 (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) the maturity of the Indebtedness may be accelerated as provided in the Loan Documents; 

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

(6) 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; 
 (7) any amounts under this Loan Agreement or any other Loan Document
may be released; 
 (8) 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; 
 (9) 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; 

(10) any payments made by Borrower to Lender may be applied to the Indebtedness in such priority as Lender may determine
in its discretion; or 
 (11) any other terms of the Loan Documents may be modified. 

(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 condemnation awards or
insurance proceeds shall not operate to cure or waive any Event of Default. 

  

					
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 (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; 
 (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; 
 (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 

  

					
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 (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 Mortgage Loan). However, the foregoing 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. 
 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. 
 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 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 (1) or more times without
prior 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 (1) 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: 

  

					
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 (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; 
 (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 is required for any matter hereunder, such approval may be granted or withheld in Lender’s sole and absolute
discretion. 

  

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

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

In any instance in this Loan Agreement where the consent or approval of Lender may be given or is required, or where any determination,
judgment or decision is to be rendered by Lender under this Loan Agreement, except as otherwise provided herein, the granting, withholding or denial of such consent or approval and the rendering of such determination judgment or decision shall be
made or exercised by Lender (or its designated representative) at its discretion. 

  

					
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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, Key Principal or any Guarantor 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, 

  

					
	Multifamily Loan and Security Agreement	 	Form 6001.NR	 	Page 72
	(Non-Recourse)	 	04.11	 	© 2011 Fannie Mae









 
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. 
 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. 

[Remainder of Page Intentionally Blank] 

  

					
	Multifamily Loan and Security Agreement	 	Form 6001.NR	 	Page 73
	(Non-Recourse)	 	04.11	 	© 2011 Fannie Mae









 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. 
  

					
	BORROWER:	 	
		
	FOX PARTNERS, LLC, a Texas limited liability company	 	
			
	By:	 	BSF-TSC GP, LLC, a Delaware limited liability company, its Manager	 	
			
	By: 	 	/s/ Ryan Hanks	 	(SEAL)
	 Name:
	 	Ryan Hanks	 	
	 Title: 
	 	Executive Vice President	 	



  

					
	Multifamily Loan and Security Agreement	 	Form 6001.NR	 	Page 1
	 (Non-Recourse)

Signature Page
	 	04.11	 	© 2011 Fannie Mae









 
					
	LENDER:	 	
		
	 RED MORTGAGE CAPITAL, LLC.
 a Delaware limited liability company
	 	
			
	By: 	 	/s/ R. Barth Kallmerten	 	(SEAL)
	 Name:
	 	R. Barth Kallmerten	 	
	 Title: 
	 	Senior Managing Director	 	



  

					
	Multifamily Loan and Security Agreement	 	Form 6001.NR	 	Page 2
	 (Non-Recourse)

Signature Page
	 	04.11	 	© 2011 Fannie Mae









 SCHEDULE 1 
 TO MULTIFAMILY LOAN AND SECURITY AGREEMENT 
 Definitions Schedule

 (Interest Rate Type- ARM (1and 3 Month LIBOR)) 

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 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 and in good marketable condition or to prevent deterioration of the
Mortgaged Property. 
 “Adjustable Rate” has the meaning set forth in the Summary of Loan Terms. 

“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, liquidator, custodian, sequestrator, trustee or other similar officer who exercises control
over Borrower or any substantial part of the assets of Borrower; 

  

					
	 Schedule 1 to Multifamily Loan and
 Security Agreement – Definitions Schedule
	 	Form 6101.ARM	 	Page 1
	(Interest Rate Type - ARM)	 	07-11	 	© 2011 Fannie Mae
	Fannie Mae	 		 	









 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 Borrower, Guarantor, Key Principal, Principal or any Borrower
Affiliate (in which event such case or proceeding shall be a Bankruptcy Event immediately). 
 “Borrower” means, individually
(and jointly and severally (solidarity 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 entity that directly or indirectly owns, controls or holds with power to vote, twenty percent (20%) or more of the
outstanding voting securities of Borrower, Guarantor or Key Principal; 
 (b) any entity in which Borrower, 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 such entity; 
 (c) any entity controlled by or under common control with, or which controls Borrower, Guarantor or Key Principal (the term “control” for these purposes 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); 
 (d) any partner, manager, member or shareholder of Borrower, Guarantor or Key
Principal; 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. 
 “Borrower Requested Replacements” means replacements
not listed on the Required Replacement Schedule requested by Borrower to be reimbursed from the Replacement Reserve Account. 

“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. 

  

					
	 Schedule 1 to Multifamily Loan and
 Security Agreement – Definitions Schedule
	 	Form 6101.ARM	 	Page 2
	(Interest Rate Type - ARM)	 	07-11	 	© 2011 Fannie Mae
	Fannie Mae	 		 	









 “Business Day” means any day other than Saturday, Sunday or any other day on which Lender
is not open for business. 
 “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. 
 “Controlling Interest” means: 
 (a) with respect to any entity,
the following: 
 (l) if such entity is a general partnership or a joint venture, fifty one percent (51%) of
all general partnership or joint venture interests in such entity; 
 (2) if such entity is a limited
partnership: 
 (A) any general partnership interest; or entity; 

(B) fifty-one percent (51%) of all limited partnership interests in such entity 

(3) if such entity is a limited liability company or a limited liability partnership: 

(A) fifty-one percent (51%) of all membership or other ownership interests in such entity; 

(B) the amount of membership or ownership interests sufficient to have the power to appoint or change any manager; or

 (C) the interest of any manager; 

(4) if such entity is a corporation (other than a Publicly-Held Corporation) with only one class of voting stock,
fifty-one percent (51%) of voting stock in such corporation; 
 (5) 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; 

  

					
	 Schedule 1 to Multifamily Loan and
 Security Agreement – Definitions Schedule
	 	Form 6101.ARM	 	Page 3
	(Interest Rate Type - ARM)	 	07-11	 	© 2011 Fannie Mae
	Fannie Mae	 		 	









 (6) if such entity is a trust (other than a land trust or a Publicly-Held
Trust), 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); or 
 (b) the power or right in any agreement (including provisions contained in the organizational and/or governing
documents of Borrower, Guarantor or Key Principal) to control or otherwise limit or modify, directly or indirectly, the management and operations of Borrower, Guarantor or Key Principal, including the power to: 

(1) cause a change in or replacement of the Person that controls the management and operations of Borrower, Guarantor or
Key Principal; or 
 (2) limit or otherwise modify the extent of such Person’s control over the management
and operations of Borrower, Guarantor or Key Principal. 
 “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. 
 “Current Index” has the meaning set forth in the Summary of Loan Terms. 

“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 l (Definitions Schedule) to the Loan Agreement. 

“Effective Date’ has the meaning set forth in the Summary of Loan Terms. 
 “Employee Benefit Plan” has the meaning as defined in Section 3(3) of ERlSA. 

“Enforcement Costs” has the meaning set forth in the Security Instrument. 
 “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 Laws” has the
meaning set forth in the Environmental Indemnity Agreement. 

  

					
	 Schedule 1 to Multifamily Loan and
 Security Agreement – Definitions Schedule
	 	Form 6101.ARM	 	Page 4
	(Interest Rate Type - ARM)	 	07-11	 	© 2011 Fannie Mae
	Fannie Mae	 		 	









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

“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” means the exceptions to Borrower’s representations and warranties set forth on
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. 
 “Fixtures” has the meaning set forth in the Security Instrument. 

“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; 
 (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 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 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;


  

					
	 Schedule 1 to Multifamily Loan and
 Security Agreement – Definitions Schedule
	 	Form 6101.ARM	 	Page 5
	(Interest Rate Type - ARM)	 	07-11	 	© 2011 Fannie Mae
	Fannie Mae	 		 	









 (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 Borrower, Guarantor, Key Principal, Principal, or any Borrower Affiliate (in which event such case or proceeding shall be a Guarantor Bankruptcy Event immediately). 

“Guarantors 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, grandchild, spouse, sibling, or parent each of
whom must have obtained a legal age of majority. 
 “Imposition Deposits” has the meaning set forth in the Security Instrument.

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

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

“Initial Monthly Debt Service Payment” has the meaning set forth in the Summary of Loan Terms. 

“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. 

  

					
	 Schedule 1 to Multifamily Loan and
 Security Agreement – Definitions Schedule
	 	Form 6101.ARM	 	Page 6
	(Interest Rate Type - ARM)	 	07-11	 	© 2011 Fannie Mae
	Fannie Mae	 		 	









 “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 Initial Adjustable Rate or the Adjustable Rate, as applicable. 

“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 and manages 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. 
 “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. 

  

					
	 Schedule 1 to Multifamily Loan and
 Security Agreement – Definitions Schedule
	 	Form 6101.ARM	 	Page 7
	(Interest Rate Type - ARM)	 	07-11	 	© 2011 Fannie Mae
	Fannie Mae	 		 	









 “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 Programs, and any other documents now or in the future executed by Borrower, Guarantor, Key Principal, any
guarantor or any other person in connection with the Mortgage Loan, as such documents maybe 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. 

“Loan Year” has the meaning set forth in the Summary of Loan Terms. 
 “Margin” 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 or a solar (power) lease; 
 (b) a cable television lease so long as the lessee is not a Borrower Affiliate, Key Principal or Guarantor; 

  

					
	 Schedule 1 to Multifamily Loan and
 Security Agreement – Definitions Schedule
	 	Form 6101.ARM	 	Page 8
	(Interest Rate Type - ARM)	 	07-11	 	© 2011 Fannie Mae
	Fannie Mae	 		 	









 (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. 

“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. 

“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. 

  

					
	 Schedule 1 to Multifamily Loan and
 Security Agreement – Definitions Schedule
	 	Form 6101.ARM	 	Page 9
	(Interest Rate Type - ARM)	 	07-11	 	© 2011 Fannie Mae
	Fannie Mae	 		 	









 “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. 

“Notice” means any notices, requests, demands or other communications. 
 “O&M Program” 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 Change Date” has the meaning set forth in the Summary of Loan Terms. 

“Payment Date” means the First Payment Date and the frrst 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 Prepayment Date” means the last Business Day of a calendar month. 

“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). 
 “Personalty” has the meaning set forth in the Security Instrument. 

“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 Schedule” means that certain
Schedule 4 (Prepayment Premium) to the Loan Agreement. 
 “Prepayment Premium Term” has the meaning set forth in the
Summary of Loan Terms. 
 “Principal” means any Person owning at least a twenty-five percent (25%) interest (direct or
indirect) in Borrower, Guarantor or Key Principal. 

  

					
	 Schedule 1 to Multifamily Loan and
 Security Agreement – Definitions Schedule
	 	Form 6101.ARM	 	Page 10
	(Interest Rate Type - ARM)	 	07-11	 	© 2011 Fannie Mae
	Fannie Mae	 		 	









 “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 Developments
“Limited Denial of Participation, HUD Funding Disqualifications and Voluntary Abstentions List,” or on the General Services Administration’s “Excluded Parties List System” each of which may be amended from time to time, and
any successor or replacement thereof; or 
 (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. 
 “Rate Change Date” has the meaning set forth in the Summary of Loan Terms. 

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

“Remedial Work” means, in connection with the Mortgaged Property, any investigation, site monitoring, containment, cleanup, restoration
or other remedial work necessary to comply with any Environmental Law or order of any Governmental Authority. 
 “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.


  

					
	 Schedule 1 to Multifamily Loan and
 Security Agreement – Definitions Schedule
	 	Form 6101.ARM	 	Page 11
	(Interest Rate Type - ARM)	 	07-11	 	© 2011 Fannie Mae
	Fannie Mae	 		 	









 “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. 
 “Required Repair
Schedule” means that certain Schedule 6 (Required Repairs) to the Loan Agreement. 
 “Required Repairs” means
those items listed on the Required Repair Schedule. 
 “Required Replacement Schedule” means that certain Schedule 5
(Required Replacements) 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 original economic and physical condition or
to a condition approved by Lender following a casualty. 
 “Review Fee” means the non-refundable fee of Three Thousand Dollars
($3,000) payable to Lender in connection with a Transfer for which Lender’s consent is required (including any assumption of the Mortgage Loan). 

  

					
	 Schedule 1 to Multifamily Loan and
 Security Agreement – Definitions Schedule
	 	Form 6101.ARM	 	Page 12
	(Interest Rate Type - ARM)	 	07-11	 	© 2011 Fannie Mae
	Fannie Mae	 		 	









 “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); 
 (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 in connection with a Transfer of the Mortgaged Property or
of an ownership interest in Borrower, Guarantor or Key Principal for which Lender’s consent is required (including in connection with an assumption of the Mortgage Loan). 
 “UCC” has the meaning set forth in the Security Instrument. 
 “UCC
Collateral” bas the meaning set forth in the Security Instrument. 

  

					
	 Schedule 1 to Multifamily Loan and
 Security Agreement – Definitions Schedule
	 	Form 6101.ARM	 	Page 13
	(Interest Rate Type - ARM)	 	07-11	 	© 2011 Fannie Mae
	Fannie Mae	 		 	









 “Voidable Transfer” means any fraudulent conveyance preference or other voidable or
recoverable payment of money or transfer of property. 
  

	
	 /s/ RH

	Borrower Initials



  

					
	 Schedule 1 to Multifamily Loan and
 Security Agreement – Definitions Schedule
	 	Form 6101.ARM	 	Page 14
	(Interest Rate Type - ARM)	 	07-11	 	© 2011 Fannie Mae
	Fannie Mae	 		 	









 SCHEDULE 2 
 TO MULTIFAMILY LOAN AND SECURITY AGREEMENT 
 Summary of Loan Terms

 (Interest Rate Type—ARM (l and 3 Month LIBOR)) 

 

			
	GENERAL PARTY AND MULTIFAMILY PROJECT INFORMATION
		
	Borrower	  	Fox Partners, LLC
		
	Lender	  	Red Mortgage Capital, LLC
		
	Key Principal	  	Trade Street Property Fund I, LP
		
	Guarantor	  	Trade Street Property Fund I, LP
		
	Multifamily Project	  	Park at Fox Trails Apartments
	
	ADDRESSES
		
	Borrower’s General Business Address	  	 19950 W. Country Club Drive, #800
 Aventura, FL 33180

		
	Borrower’s Notice Address	  	 19950 W. Country Club Drive, #800
 Aventura, FL 33180

		
	Multifamily Project Address	  	 6300 Roundrock Trail
 Plano, TX
75023

		
	Multifamily Project County	  	Collin
		
	Key Principal’s General Business Address	  	 19950 W. Country Club Drive, #800
 Aventura, FL 33180

		
	Key Principal’s Notice Address	  	 19950 W. Country Club Drive, #800
 Aventura, FL 33180
 EMAIL: rhanks@tradestreetcapital.com

		
	Guarantor’s General Business Address	  	 19950 W. Country Club Drive, #800
 Aventura, FL 33180

		
	Guarantor’s Notice Address	  	 19950 W. Country Club Drive, #800
 Aventura, FL 33180
 EMAIL: rhanks@tradestreetcapital.com 

		
	Lender’s General Business Address	  	 Two Miranova Place, 12th Floor

Columbus, OH 43215

		
	Lender’s Notice Address	  	 Two Miranova Place, 12th Floor

Columbus, OH 43215
 EMAIL:
LoanServicing@redcapitalgroup.com

		
	Lender’s Payment Address	  	 Two Miranova Place, 12th Floor

Columbus, OH 43215

	
	MULTIFAMILY PROJECT INFORMATION


  

					
	 Schedule 2 to Multifamily Loan and
 Security Agreement – Summary of Loan
	 	Form 6102.ARM	 	Page 1
	Terms (Interest Rate Type - ARM)	 	07-11	 	© 2011 Fannie Mae
	(Fannie Mae)	 		 	










			
	Property Square Footage	  	777,684 square feet
		
	Total Parking Spaces	  	600
		
	Total Residential Units	  	286
	
	MORTGAGE LOAN INFORMATION
		
	Adjustable Rate	  	 Until the first (1st) Rate Change Date, the Initial Adjustable Rate, and from and after the first (1st) Rate Change Date, a per annum
interest rate that is the sum (rounded to the nearest three (3) decimal places) of:
 (i) the Current Index, and

(ii) the Margin,
 provided,
however, the Adjustable Rate shall never be:
 (x) more than one percentage point (1%) higher or lower than the Adjustable
Rate in effect immediately preceding the Rate Change Date;
 (y) more than 7.41%; or

(z) less than 2.92%.

		
	Amortization Period	  	Three Hundred Sixty (360) months
		
	Amortization Type	  	  ̈ Amortizing
  ̈ Full Term Interest Only
 þ Partial Interest Only

		
	Current Index	  	The published Index that is effective on the 15th day before the applicable Rate Change Date.
		
	Effective Date	  	December 6, 2011
		
	First Payment Date	  	The first day of February, 2012.
		
	First Principal and Interest Payment Date	  	The first day of February, 2013.
		
	Index	  	The British Bankers Association fixing of the London Inter-Bank Offered Rate for l-month U.S. Dollar- denominated deposits as reported by Reuters through electronic
transmission.
		
	Initial Adjustable Rate	  	3.191% per annum.
		
	Initial Monthly Debt Service Payment	  	$41,129.15


  

					
	 Schedule 2 to Multifamily Loan and
 Security Agreement – Summary of Loan
	 	Form 6102.ARM	 	Page 2
	Terms (Interest Rate Type - ARM)	 	07-11	 	© 2011 Fannie Mae
	(Fannie Mae)	 		 	










			
	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

 
 þ 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	  	Twelve (12) months
		
	Interest Rate Type	  	ARM
		
	Last Interest Only Payment Date	  	The first day of January, 2013
		
	Loan Amount	  	$14,968,000.00
		
	Loan Term	  	Eighty-Four (84) months
		
	Loan Year	  	The period beginning on the Effective Date and ending on the last day of December 2012, and each successive twelve (12) month period thereafter.
		
	Margin	  	2.920%
		
	Maturity Date	  	The first day of January, 2019, or any later date to which the Maturity Date may be extended (if at all) in connection with an election by Borrower to convert the Interest Rate on
the Mortgage Loan to a fixed rate pursuant to the terms of the Loan Agreement, 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) for the First Payment Date, the Initial Monthly Debt Service Payment;

 
 (ii) for each Payment Date thereafter through and including the Last Interest Only
Payment Date, the amount obtained by multiplying the unpaid principal balance of the Mortgage Loan by the Adjustable Rate, dividing the product by three hundred sixty (360), and multiplying the quotient by either (i) thirty (30) or (ii) the actual
number of days elapsed in the applicable month (based on the selected Interest Accrual Method); and
  
 (iii) for the First Principal and Interest Payment Date and for each Payment Date thereafter until the Mortgage Loan is fully paid, such amount as shall cause the unpaid principal balance of the Mortgage
Loan to be amortized in equal monthly installments over the Remaining Amortization Period at the Adjustable Rate (for clause (iii), the 30/360 Interest Accrual Method must be used even if Actual/360 is the selected Interest Accrual
Method).



  

					
	 Schedule 2 to Multifamily Loan and
 Security Agreement – Summary of Loan
	 	Form 6102.ARM	 	Page 3
	Terms (Interest Rate Type - ARM)	 	07-11	 	© 2011 Fannie Mae
	(Fannie Mae)	 		 	










			
		
	Payment Change Date	  	The first (1st) day of the month following each Rate Change Date until the Mortgage Loan is fully paid.
		
	Prepayment Lockout Period	  	The first (1st) Loan Year of the term of the Mortgage Loan.
		
	Rate Change Date	  	The First Payment Date and the first (1st) day of each month thereafter until the Mortgage Loan is fully paid.
		
	Remaining Amortization Period	  	As of each Payment Change Date, the Amortization Period minus the number of scheduled Monthly Debt Service Payments that have elapsed since the Effective Date.
	
	YIELD MAINTENANCE/PREPAYMENT PREMIUM INFORMATION
		
	Yield Maintenance Period / Prepayment Premium Term	  	The period beginning on the Effective Date and ending on the last calendar day of the fourth (4th) month prior to the month in which the Maturity Date occurs.
	
	RESERVE INFORMATION
		
	Completion Period	  	N/A
		
	Initial Replacement Reserve Deposit	  	$0
		
	Maximum Inspection Fee	  	$1,500.00
		
	Maximum Repair Disbursement Interval	  	One (1) time per calendar month
		
	Maximum Replacement Reserve Disbursement Interval	  	One (1) time per calendar quarter
		
	Minimum Repairs Disbursement Amount	  	$1,500.00
		
	Minimum Replacement Reserve Disbursement Amount	  	$1,500.00
		
	Monthly Replacement Reserve Deposit	  	$2,396.08
		
	Repair Threshold	  	$25,000.00
		
	Repairs Escrow Account Administrative Fee	  	$250.00, payable one time
		
	Repairs Escrow Deposit	  	N/A
		
	Replacement Reserve Account Administration Fee	  	$250.00, payable annually
		
	Replacement Reserve Account Interest Disbursement Frequency	  	Quarterly
		
	Replacement Threshold	  	$25,000.00

  

			
	 /s/ RH

	Borrower Initials



  

					
	 Schedule 2 to Multifamily Loan and
 Security Agreement – Summary of Loan
	 	Form 6102.ARM	 	Page 4
	Terms (Interest Rate Type - ARM)	 	07-11	 	© 2011 Fannie Mae
	(Fannie Mae)	 		 	









 MODIFICATIONS TO MULTIFAMILY LOAN AND SECURITY AGREEMENT 

ADDENDA TO SCHEDULE 2 –SCHEDULE OF LOAN TERMS 
 (Conversion Option-ARM Loan) 
  

			
	CONVERSION OPTION – ARM LOAN
	Conversion Amortization Period	  	The Amortization Period minus the number of Monthly Debt Service Payments that have elapsed since the Effective Date.
		
	Conversion Review Fee	  	A non-refundable fee in the amount of $5,000.00
		
	Guaranty Fee	  	.85%
		
	Minimum Conversion Debt Service Coverage Ratio	  	1.25:1.00
		
	Servicing Fee	  	.56%

  

	
	/s/ RH
	Borrower Initials



  

					
	 Modifications to Multifamily Loan and
 Security Agreement – Schedule 2 Addenda
	 	Form 6102.07	 	Page 1
	 - Summary of Loan Terms

(Converion Option – ARM Loan)

Fannie Mae
	 	01-11	 	© 2011 Fannie Mae









 SCHEDULE 3 
 TO MULTIFAMILY LOAN AND SECURITY AGREEMENT 
 Schedule of Interest Rate
Type Provisions 
 (ARM (1 and 3 Month LIBOR)) 

 

	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 Adjustable Rate until the Mortgage Loan is fully paid.

  

	3.	Interest Rate Adjustments. 

 The Initial Adjustable Rate shall be effective until the first Rate Change Date. Thereafter, the Adjustable Rate shall change on each Rate Change Date based on fluctuations in the Current Index. If the
Index is no longer available, or is no longer posted through electronic transmission, Lender will choose a new index that is based upon comparable information and provide notice thereof to Borrower. 

 

	4.	Notification of Interest Rate Change and Monthly Debt Service Payment. 

 Before each Payment Change Date, Lender shall notify Borrower of any change in the Adjustable Rate or the amount of the next Monthly Debt Service Payment. 

 

	5.	Correction to Monthly Debt Service Payments. 

 If Lender determines at any time that it has miscalculated the amount of a Monthly Debt Service Payment (whether because of a miscalculation of the Adjustable Rate or otherwise), then Lender shall give
notice to Borrower of the corrected amount of the Monthly Debt Service Payment (and the corrected Adjustable Rate, if applicable) and (a) if the corrected amount of the Monthly Debt Service Payment represents an increase, then Borrower shall,
within thirty (30) calendar days thereafter, pay to Lender any sums that Borrower would have otherwise been obligated to pay to Lender had the amount of the Monthly Debt Service Payment not been miscalculated, or (b) if the corrected
amount of the Monthly Debt Service Payment represents a decrease and Borrower is not otherwise in default under any of the Loan Documents, then Borrower shall thereafter be paid the sums that Borrower would not have otherwise been obligated to pay
to Lender had the amount of the Monthly Debt Service Payment not been miscalculated. 

  

					
	Multifamily Loan and Security Agreement	 	Form 6103.ARM	 	Page 1
	 (Non-Recourse)

Schedule 3
	 	04-11	 	© 2011 Fannie Mae










	6.	Conversion to Fixed Rate. 


The Adjustable Rate may be converted to a fixed rate in accordance with Article 16 (Conversion) of the Loan Agreement 

 

	
	/s/ RH
	Borrower Initials



  

					
	Multifamily Loan and Security Agreement	 	Form 6103.ARM	 	Page 2
	 (Non-Recourse)

Schedule 3
	 	04-11	 	© 2011 Fannie Mae









 SCHEDULE 4 
 TO MULTIFAMILY LOAN AND SECURITY AGREEMENT 
 Prepayment Premium Schedule

 (1% Prepayment Premium-ARM, SARM) 
  

	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. 

 (a)
Any Prepayment Premium payable under Section 203 (Lockout/Prepayment) of the Loan Agreement shall be equal to the following percentage of the amount of principal being prepaid at the time of such prepayment, acceleration or application:

  

					
	 Prepayment Lockout Period
	  	 	5.00	% 
	 Second Loan Year, and each
	  	 	1.00	% 
	 Loan Year thereafter
	  			

 (b) Notwithstanding the provisions of Section 2.03 (Lockout/Prepayment) of the Loan Agreement or
anything to the contrary in this Prepayment Premium Schedule, 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. 
  

	
	/S/ RH
	Borrower Initials



  

					
	Schedule 4 to Multifamily Loan and Security Agreement (Prepayment premium	 	Form 6104.11	 	Page 1
	Schedule – 1% Prepayment Premium – ARM, SARM)	 	01-11	 	© 2011 Fannie Mae
	Fannie Mae	 		 	









 SCHEDULE 5 TO 
 MULTIFAMILY LOAN AND SECURITY AGREEMENT 
 Required Replacement
Schedule 
 THIRD PARTY REPLACEMENT RESERVE CALCULATION 

Prepared by:             Q,
Inc.             
  

																																																																	
	 	 	 	 	2012	 	 	2013	 	 	2014	 	 	2015	 	 	2016	 	 	2017	 	 	2018	 	 	2019	 	 	2020	 	 	2021	 	 	2022	 	 	2023	 	 	 	 
	 ITEM
	 	QTY	 	 	UNIT
COST	 	 	UNIT
Type	 	%
Replaced	 	YEAR
ONE	 	 	YEAR
TWO	 	 	YEAR
THREE	 	 	YEAR
FOUR	 	 	YEAR
FIVE	 	 	YEAR
SIX	 	 	YEAR
SEVEN	 	 	YEAR
EIGHT	 	 	YEAR
NINE	 	 	YEAR
TEN	 	 	YEAR
ELEVEN	 	 	YEAR
TWELVE	 	 	TOTAL	 
	 SITE COMPONENTS
	 				 				 		 		 				 				 				 				 				 				 				 				 				 				 				 				 			
	 Roadways/parking
	 				 				 		 		 				 				 				 				 				 				 				 				 				 				 				 				 	$	0	  
	 Concrete Repairs / replacement / Stall Striping
	 	 	11,280	  	 	$	5.00	  	 		 		 				 				 				 	$	14,100	  	 				 				 	$	14,100	  	 				 	$	14,100	  	 				 				 	$	14,100	  	 	$	56,400	  
	 Swimming pool refurbishment
	 	 	2	  	 	$	7,500	  	 		 		 				 				 				 				 	$	15,000	  	 				 				 				 				 				 				 				 	$	15,000	  
		 				 				 		 		 				 				 				 				 				 				 				 				 				 				 				 				 	$	0	  
	   ARCHITECTURAL COMPONENTS
	 				 				 		 		 				 				 				 				 				 				 				 				 				 				 				 				 	$	0	  
	 Ext Walls – paint / Finish / Power Wash
	 	 	572	  	 	$	250	  	 		 		 				 	$	35,750	  	 	$	35,750	  	 				 				 				 				 				 	$	35,750	  	 	$	35,750	  	 				 				 	$	143,000	  
		 				 				 		 		 				 				 				 				 				 				 				 				 				 				 				 				 	$	0	  
	 MECHANICAL / ELECTRICAL / PLUMBING
	 				 				 		 		 				 				 				 				 				 				 				 				 				 				 				 				 	$	0	  
	 Condensing units – 13 SEER equipment
	 	 	202	  	 	$	1,200	  	 		 		 	$	20,188	  	 	$	20,188	  	 	$	20,188	  	 	$	20,188	  	 	$	20,188	  	 	$	20,188	  	 	$	20,188	  	 	$	20,188	  	 	$	20,188	  	 	$	20,188	  	 	$	20,188	  	 	$	20,188	  	 	$	242,256	  
	 Fan Ceil Units
	 	 	114	  	 	$	1,000	  	 		 		 	$	9,533	  	 	$	9,533	  	 	$	9,533	  	 	$	9,533	  	 	$	9,533	  	 	$	9,533	  	 	$	9,533	  	 	$	9,533	  	 	$	9,533	  	 	$	9,533	  	 	$	9,533	  	 	$	9,533	  	 	$	114,390	  
		 				 				 		 		 				 				 				 				 				 				 				 				 				 				 				 				 	$	0	  
	   Dwelling Unit
	 				 				 		 		 				 				 				 				 				 				 				 				 				 				 				 				 	$	0	  
	 Flooring
	 				 				 		 		 				 				 				 				 				 				 				 				 				 				 				 				 	$	0	  
	 Carpet
	 	 	315	  	 	$	792	  	 		 		 	$	20,771	  	 	$	20,771	  	 	$	20,771	  	 	$	20,771	  	 	$	20,771	  	 	$	20,771	  	 	$	20,771	  	 	$	20,771	  	 	$	20,771	  	 	$	20,771	  	 	$	20,771	  	 	$	20,771	  	 	$	249,252	  
	 Vinyl
	 	 	172	  	 	$	225	  	 		 		 	$	3,218	  	 	$	3,218	  	 	$	3,218	  	 	$	3,218	  	 	$	3,218	  	 	$	3,218	  	 	$	3,218	  	 	$	3,218	  	 	$	3,218	  	 	$	3,218	  	 	$	3,218	  	 	$	3,218	  	 	$	38,616$	  
	 Appliances
	 				 				 		 		 				 				 				 				 				 				 				 				 				 				 				 				 	$	0	  
	 Refrigerator
	 	 	172	  	 	$	350	  	 		 		 	$	5,005	  	 	$	5,005	  	 	$	5,005	  	 	$	5,005	  	 	$	5,005	  	 	$	5,005	  	 	$	5,005	  	 	$	5,005	  	 	$	5,005	  	 	$	5,005	  	 	$	5,005	  	 	$	5,005	  	 	$	60,060	  
	 Range / oven
	 	 	114	  	 	$	375	  	 		 		 	$	3,575	  	 	$	3,575	  	 	$	3,575	  	 	$	3,575	  	 	$	3,575	  	 	$	3,575	  	 	$	3,575	  	 	$	3,575	  	 	$	3,575	  	 	$	3,575	  	 	$	3,575	  	 	$	3,575	  	 	$	42,900	  
	 Dishwasher
	 	 	229	  	 	$	250	  	 		 		 	$	4,767	  	 	$	4,767	  	 	$	4,767	  	 	$	4,767	  	 	$	4,767	  	 	$	4,767	  	 	$	4,767	  	 	$	4,767	  	 	$	4,767	  	 	$	4,767	  	 	$	4,767	  	 	$	4,767	  	 	$	57,204	  
	 Microwave / Vent hood
	 	 	229	  	 	$	125	  	 		 		 	$	2,383	  	 	$	2,383	  	 	$	2,383	  	 	$	2,383	  	 	$	2,383	  	 	$	2,383	  	 	$	2,383	  	 	$	2,383	  	 	$	2,383	  	 	$	2,383	  	 	$	2,383	  	 	$	2,383	  	 	$	28,596	  
	 Washing Machine / Dryer (stocked)
	 	 	70	  	 	$	325	  	 		 		 	$	1,907	  	 	$	1,907	  	 	$	1,907	  	 	$	1,907	  	 	$	1,907	  	 	$	1,907	  	 	$	1,907	  	 	$	1,907	  	 	$	1,907	  	 	$	1,907	  	 	$	1,907	  	 	$	1,907	  	 	$	22,854	  
		 				 				 		 		 				 				 				 				 				 				 				 				 				 				 				 				 	$	0	  
		 				 				 		 		 				 				 				 				 				 				 				 				 				 				 				 				 	$	0	  
		 				 				 		 		 				 				 				 				 				 				 				 				 				 				 				 				 	$	0	  
		 				 				 		 		 				 				 				 				 				 				 				 				 				 				 				 				 	$	0	  
	 Total – Uninflated
	 				 				 		 		 	$	71,347	  	 	$	107,097	  	 	$	107,097	  	 	$	85,447	  	 	$	86,347	  	 	$	71,347	  	 	$	85,447	  	 	$	71,347	  	 	$	121,197	  	 	$	107,097	  	 	$	71,347	  	 	$	85,347	  	 	$	1,070,564	  
	 Inflation Factor @
	 	 	2.50	% 	 				 		 		 	 	100.00	% 	 	 	102.50	% 	 	 	105.06	% 	 	 	107.69	% 	 	 	110.38	% 	 	 	113.14	% 	 	 	115.97	% 	 	 	118.87	% 	 	 	121.84	% 	 	 	124.89	% 	 	 	128.01	% 	 	 	131.21	% 	 			
	 Total – Inflated
	 				 				 		 		 	$	71,347	  	 	$	109.774	  	 	$	112,519	  	 	$	92,017	  	 	$	95,311	  	 	$	80,723	  	 	$	99,092	  	 	$	84,809	  	 	$	147,667	  	 	$	133,749	  	 	$	91,330	  	 	$	112,114	  	 	$	3,230,453	  
	 LENDER CALCULATION
	 				 				 		 		 				 				 				 				 				 				 				 				 				 				 				 				 			
	 Initial Deposit
	 				 				 		 		 	$	0	  	 				 				 				 				 				 				 				 				 				 				 				 	$	0	  
	 Annual Deposit
	 				 				 		 		 	$	100,100	  	 	$	100,100	  	 	$	100,100	  	 	$	100,100	  	 	$	100,100	  	 	$	100,100	  	 	$	100,100	  	 	$	100,100	  	 	$	100,100	  	 	$	100,100	  	 	$	100,100	  	 	$	100,100	  	 	$	1,241,200	  
	 Interest @
	 	 	1.25	% 	 				 		 		 				 	$	359	  	 	$	243	  	 	$	91	  	 	$	193	  	 	$	255	  	 	$	501	  	 	$	519	  	 	$	717	  	 	$	131	  	 	$	0	  	 	$	0	  	 	$	3,010	  
	 Balance
	 				 				 		 		 	$	28,753	  	 	$	19,438	  	 	$	7,262	  	 	$	15,436	  	 	$	20,418	  	 	$	40,051	  	 	$	41,559	  	 	$	57,369	  	 	$	10,520	  	 	 	($22,998	) 	 	 	($14,229	) 	 	 	($26,243	) 	 			
	 Annual Deposit per Unit
	 				 				 		 		 	$	350	  	 				 				 				 				 				 				 				 				 				 				 				 			

  

	
	/s/ RH
	Borrower Initials



  

					
	Multifamily Loan and Security Agreement	 	Form 6101.NR	 	Page 1
	 (Non-Recourse)

Schedule 5
	 	04-11	 	© 2011 Fannie Mae









 SCHEDULE 6 TO 
 MULTIFAMILY LOAN AND SECURITY AGREEMENT 
 Required Repair Schedule

  

							
	 Item
	  	 Description
	  	 Amount
	  	 Completion Date

	The following descriptions were taken from the PNA report prepared by f3, inc. dated October 20, 2011
				
	ADA Compliance	  	Upon site survey, the leasing office restroom did not appear to be ADA compliant (missing grab bars and lack of clear floor space). An allowance has been included for restroom
modifications	  	$2,500	  	12 months
				
	Landscaping	  	The Property is moderately landscaped with mature trees, shrubs and lawn areas. During our survey select lawn areas are lacking appropriate vegetable ground cover. Several trees
were observed to be recently pruned and cut back from building perimeters. Replanting of any barren areas is recommended. No costs are associated with this repair as it can be conducted as part of normal operating expenses.	  	$0	  	12 months
				
	Trim / Siding	  	The Property buildings’ exterior cladding consists of brick veneer with painted Masonite ship-lap siding and wood trim components. Additionally there are metal balcony
enclosures / stairway railing. Overall the trim / siding and metal railing paint is in fair to average condition. Isolated areas of dryrot and select areas of flaking paint were observed throughout the Property. Due to the current overall condition
f3, inc. recommends touch up painting throughout the Property coupled with isolated dryrot repair / replacements to extend the exterior components. This can be achieved as routine maintenance. Anticipate repainting the exteriors complete along with
wood / siding replacements early in the loan term.	  	$0	  	12 months
				
	Roof	  	All Property building roofs are pitched with asphalt composition shingle coverings. During the assessment f3, inc. observed isolated areas of loose / missing shingle tabs. The areas
were observed at the north elevation of building 3 and northeast elevation of building 42. F3, inc. recommends reattaching the shingles to prevent further damage. The areas observed are negligible and can be conducted as part of routine
maintenance.	  	$0	  	12 months
				
	Electrical	  	Units do not contain GFCI (ground-fault circuit interrupter) outlets at kitchen and bath “wet” areas. GFCI outlets were likely not a code of requirement during initial
construction of the Property in 1980-1981. f3, inc. recommends installation of GFCI outlets as part of unit turn procedures.	  	$0	  	12 months
	
	The following noted item was observed by RMC during the site inspection
				
	Landscaping	  	RMC inspected the Property on the morning of October 23, 2011. It rained during the night and into early morning. RMC noted several locations where the water run-off had carried
loose soil and deposited on the sidewalks and drives. This raises concerns regarding erosion, marketability, upkeep of the asset, and safety. The issues were not noted in the PNA most likely, as it had not recently rained. The on-site maintenance
man confirmed that this was an ongoing issue. It is expected that this issue can be addressed by on-site maintenance.	  		  	12 months
		  		  	  
	  	
				
		  	Subtotal (Excluding Life Safety)	  	$2,500	  	
		  		  	  
	  	
		  	Escrow	  	$0.0	  	
		  		  	  
	  	
		  	Repair and Escrow	  	$0	  	
		  		  	  
	  	

  

	
	
	/s/ RH
	Borrower Initials



  

					
	Multifamily Loan and Security Agreement	 	Form 6101.NR	 	Page 1
	 (Non-Recourse)

Schedule 6
	 	04-11	 	© 2011 Fannie Mae









 SCHEDULE 7 TO 
 MULTIFAMILY LOAN AND SECURITY AGREEMENT 
 Exceptions to Representations
and Warranties Schedule 
 NONE 

 

	
	
	/s/ RH
	Borrower Initials



  

					
	Multifamily Loan and Security Agreement	 	Form 6001.NR	 	Page 1
	 (Non-Recourse)

Schedule 7
	 	04-11	 	© 2011 Fannie Mae









 EXHIBIT A 
 MODIFICATIONS TO MULTIFAMILY LOAN AND SECURITY AGREEMENT 
 Conversion
Option – ARM Loan) 
 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: 

“Conversion” means the conversion of the Mortgage Loan from an adjustable rate to a fixed rate and if applicable the
extension of the Maturity Date of the Mortgage Loan to the New Maturity Date. 
 “Conversion Amendment” means
Lender’s then-current form of Amendment to Multifamily Loan and Security Agreement to be executed by Borrower and Lender to amend and/or restate all or any part of this Loan Agreement (including any Schedules, Exhibits or other attachments) in
connection with. and reflecting the terms of, a Conversion of the Mortgage Loan. 
 “Conversion Amortization
Period” has the meaning set forth in the Summary of Loan Terms. 
 “Conversion Closing Date” means,
after Borrower exercises the Conversion Option, the date designated by Lender for the closing of the Conversion which date (a) is a Business Day, (b) is within the Conversion Period and (c) is not more than ten (10) days after
the Conversion Exercise Date. 
 “Conversion Exercise Date” means the date Borrower accepts the rate quote
provided by Lender in connection with Borrower’s Rate Lock Request, as provided in Section 16.02(c) (Exercise of Conversion Option; Rate Lock Request). 
 “Conversion Option” means Borrower’s option pursuant to effect the Conversion pursuant to the terms hereof. 
 “Conversion Period” means the period commencing on the first (1st) day of the second (2nd) Loan Year and ending on the first (1st) day of the sixth (6th) Loan Year.

 “Conversion Review Fee” has the meaning set forth in the Summary of Loan Terms. 







 “Debt Service Coverage Ratio” means the ratio of the annual Net Operating
Income of the Mortgaged Property to the annual underwritten debt service for the Mortgage Loan at the proposed Fixed Rate, provided that (a) the interest rate used in determining such ratio shall be the greater of (l) the Fixed Rate or
(2) the Underwriting Interest Rate (if any); and (b) the Conversion Amortization Term shall be used in determining such ratio. 
 “Fixed Rate” means an interest rate per annum equal to the sum of the Investor Yield, the Servicing Fee and the Guaranty Fee. 

“Fixed Rate Conversion Effective Date” means, if the Conversion Exercise Date occurs on a Payment Date, the first
(1st) day of the calendar month following the Conversion Exercise Date, or, if the Conversion Exercise Date occurs on any other day other than a Payment Date, the first (1st) day of the second (2nd) calendar month following the
Conversion Exercise Date, but in no event shall the Fixed Rate Conversion Effective Date be after the last day of the Conversion Period. 
 “Fixed Rate Option” means, in connection with a Conversion, Borrower’s selection of one (l) of the following fixed rate options for the Loan from and after the Fixed Rate
Conversion Effective Date: 
 (a) seven (7) year term with a five (5) year Yield Maintenance Period;

 (b) seven (7) year term with a six and one-half (6.5) year Yield Maintenance Period; 

(c) ten (10) year term with a seven (7) year Yield Maintenance Period; 

(d) ten (10) year term with a nine and one-half (9.5) year Yield Maintenance Period; or 

(e) eight (8) through eleven (11) year Fixed+1 loans; provided Fannie Mae is then offering Fixed+1 loans on a
regular basis. 
 “Guaranty Fee” has the meaning set forth in the Summary of Loan Terms. 

“Initial Fixed Rate Payment Date” means the first (1st) day of the calendar month following the Fixed Rate
Conversion Effective Date. 
 “Investor Yield” means, in connection with a Conversion, the percentage equal to
(a) the required net yield offered for purchase by Fannie Mae or (b) the MBS pass-through rate offered for purchase by regular buyers of mortgage backed securities, as applicable, for a new Fannie Mae mortgage loan with the same or
substantially similar loan terms and credit characteristics as the Mortgage Loan (taking into account the Fixed Rate Option selected by Borrower). 
 “Maximum Fixed Rate” means the maximum Fixed Rate to which the Mortgage Loan may be converted, as determined by Lender, so that the Debt Service Coverage Ratio of the Mortgage Loan is not
less than the Minimum Conversion Debt Service Coverage Ratio. 







 “MBS” means a Fannie Mae multifamily mortgage backed security. 

“Minimum Conversion Debt Service Coverage Ratio” has the meaning set forth in the Summary of Loan Terms. 

“Net Operating Income” means the amount determined by Lender, pursuant to Section 16.02(b)(2) (Conversion
Eligibility Determination), to be the net operating income of the Mortgaged Property. At the time of Conversion, the Net Operating Income used to calculate the Debt Service Coverage Ratio for purposes of satisfying the Minimum Debt Service Coverage
Ratio requirement in Section 16.02(b)(3) (Conversion Eligibility Determination) is the surplus net operating income resulting after subtracting (a) the amount required to support any other indebtedness on the Mortgaged Property (at the
applicable debt service coverage ratio(s) for such indebtedness(es)) at the time of conversion based on the underwriting requirements in effect at the time of Conversion from (b) the Net Operating Income. 

“New Maturity Date” means the date to which the Maturity Date is changed, if applicable. 

“NOI Determination Notice” means the notice given by Lender to Borrower pursuant to Section 16.02(b)(l) (Conversion
Eligibility Determination) -in which Lender establishes the Net Operating Income of the Mortgaged Property and the Maximum Fixed Rate to which the Mortgage Loan may be converted. 

“NOI Determination Request” means the notice given by Borrower to Lender pursuant to Section 16.02(a)(l) (NOI
Determination Request) in which Borrower requests that Lender determines the Net Operating Income of the Mortgaged Property and the Maximum Fixed Rate to which the Mortgage Loan may be converted. 

“Rate Lock Fee” means a fee in an amount equal to two percent (2%) of the unpaid principal balance of the Mortgage
Loan immediately prior to the Initial Fixed Rate Payment Date. 
 “Rate Lock Request” means a request from
Borrower and Lender for a rate quotation for the Fixed Rate which shall apply after the Conversion, taking into account the applicable yield maintenance period. 
 “Servicing Fee” has the meaning set forth in the Summary of Loan Terms. 
 “Survey” means the plat of survey of the Mortgaged Property approved by Lender. 







 “Underwriting Interest Rate” means, in connection with the Conversion, the
then-current minimum underwriting interest rate (if applicable) used by Lender for underwriting new loans with the same or substantially similar loan terms and credit characteristics as the Mortgage Loan (taking into account the Fixed Rate Option
selected by Borrower). 
 3. The following Article is hereby added to the Loan Agreement as Article 16 (Conversion): 

ARTICLE 16—CONVERSION 
 Section 16.01 Conversion Option. 
 (a) Subject to the
terms and conditions of this Loan Agreement, Borrower may exercise the Conversion Option pursuant to which the interest rate payable on the- Mortgage Loan may be converted, one (1) time only, on any Payment Date during the Conversion Period
from the Adjustable Rate to the Fixed Rate. 
 (b) If the interest rate on the Mortgage Loan is converted to the
Fixed Rate, the interest rate on the Mortgage Loan shall remain at the Fixed Rate until the Maturity Date or New Maturity Date (as applicable) and may not thereafter be reconverted to the Adjustable Rate. The Monthly Debt Service Payment following a
Conversion shall be in an amount required to pay the unpaid principal balance of the Mortgage Loan immediately prior to the Initial Fixed Rate Payment Date in equal monthly installments, including accrued interest at the Fixed Rate over the
Conversion Amortization Period utilizing the 30/360 Interest Accrual Method even if Actual/360 is the Interest Accrual Method. 
 (c) The Conversion Option shall lapse (1) at 5:00 p.m. (prevailing eastern time) on the ninetieth (90th) day prior to the expiration of the Conversion Period if Borrower has not previously
delivered to Lender a NOI Determination. Request in accordance with the terms of this Agreement or (2) on the Fixed Rate Conversion Effective Date, if the Conversion Option is timely exercised but the Fixed Rate does not become effective on
such Fixed Rate Conversion Effective Date. 
 (d) It is anticipated that the Conversion will be effected by the
issuance by Lender of a fixed-rate MBS or by the cash purchase of the Mortgage Loan by Lender into its portfolio (subject to the provisions of Section 16.02(b)(3) (Conversion Eligibility Determination)). Borrower acknowledges, however, that the
Conversion is contingent on the capital markets generally, and that from time to time, disruptions in the capital markets may make conversion infeasible. In the event Lender is not able to obtain any quotes for the Mortgage Loan at the Fixed Rate
(and does not make a cash bid for the Mortgage Loan), the interest rate on the Mortgage Loan shall remain at the Adjustable Rate. 







 Section 16.02 Procedures for Conversion. 

(a) NOI Determination Request. 

(1) Subject to the terms of this Loan Agreement, if Borrower desires to exercise the Conversion Option, Borrower shall
submit a NOI Determination Request to Lender. 
 (2) The NOI Determination Request shall be accompanied by
Conversion Review Fee in the form of a check payable to Lender or by wire transfer to an account designated by Lender. 
 (3) In no event shall the NOI Determination Request be made prior to the commencement of the Conversion Period or less than ninety (90) days prior to the expiration of the Conversion Period. Borrower
may not submit an NOI Determination Request if an Event of Default has occurred and is continuing at the time of the request or if an Event of Default has occurred at any time within the twelve (12) month period immediately preceding the date
of Borrower’s request. In addition, Borrower may not submit an NOI Determination Request more than twice in any Loan Year. Borrower shall submit to Lender, within five (5) days after receipt of a request therefor, all information relating
to the operation of the Mortgaged Property required by Lender to determine Net Operating Income and Borrower’s compliance with this Agreement. If Borrower fails to provide such information within such period, Borrower’s NOI Determination
Request shall be deemed canceled (however, such canceled NOI Determination Request shall count as a request for the Loan Year in which the request was made). 
 (b) Conversion Eligibility Determination. 
 (1) Within
fifteen (15) days after receipt of a NOI Determination Request (or, if Lender requests additional information from Borrower pursuant to Section 16.02(a)(3) (NOI Determination Request), within fifteen (15) days after Lender’s
receipt of such additional information), Lender shall determine the Net Operating Income of the Mortgaged Property and the Maximum Fixed Rate to which the Mortgage Loan may be converted and shall provide Borrower with the NOI Determination Notice.

 (2) Lender shall determine the Net Operating Income, in its discretion, on the basis of the most current
annual operating statements (as such statements may be adjusted by Lender, in its discretion, to reflect items of income) operating expenses, ground lease payments, if applicable, and replacement reserves to reflect suitable underwriting) prepared
by Borrower for the Mortgaged Property. In connection with any request by Lender for additional information, Borrower shall have five (5) days after Borrower’s receipt of such request to provide Lender with such additional information.








 (3) Borrower may not exercise the Conversion Option unless Lender determines
that, based upon the Net Operating Income set forth in the NOI Determination Notice and the Fixed Rate quoted in connection with a Rate Lock Request, the Debt Service Coverage Ratio for the Mortgaged Property is equal to or greater than the Minimum
Conversion Debt Service Coverage Ratio. 
 (c) Exercise of Conversion Option; Rate Lock Request. 

(1) If, after receipt of the NOI Determination Notice, Borrower desires to pursue the exercise of the Conversion Option,
Borrower shall, within fifteen (15) days of Borrowers receipt of the NOI Determination Notice: 
 (A)
provide Lender with a title report for the Mortgaged Property prepared by, or by an agent for, the issuer of the Title Policy, showing marketable fee simple or .leasehold title to the Mortgaged Property (as applicable) to be vested in Borrower, free
and clear of all liens, encumbrances, easements, covenants, conditions, restrictions and other matters affecting title other than the Permitted Encumbrances; 
 (B) pay to Lender the Rate Lock Fee; and 
 (C) make a Rate Lock
Request. 
 (2) If the Conversion closes, Lender shall refund the Rate Lock Fee to Borrower within thirty
(30) days after the Conversion Closing Date. If Borrower pays the Rate Lock Fee but does not timely exercise the Conversion Option, Lender shall refund the Rate Lock Fee to Borrower within forty-five (45) days after receipt of a written
request from Borrower (and the interest rate shall remain at the Adjustable Rate). If Borrower timely exercises the Conversion Option, but the Conversion is not consummated for any reason other than a default by Lender in performing its obligations
under this Agreement, Borrower shall forfeit the Rate Lock Fee and shall be fully liable for, and agrees to pay on demand, any and all loss, costs and/or damages incurred by Lender in connection with Borrower’s failure to consummate the
Conversion as provided herein, including any loss, costs and/or damages incurred by Lender in excess of the Rate Lock Fee. Borrower expressly acknowledges that by electing to convert the interest rate on the Mortgage Loan to the Fixed Rate, and
agreeing to the Fixed Rate as provided herein, Borrower is causing Lender to take a position in the financial markets in reliance thereon, and the failure of Borrower to convert the interest rate on the Mortgage Loan to the Fixed Rate as provided
herein will cause Lender to incur economic damages. 







 (3) If Borrower desires to exercise the Conversion Option and has complied
with all other requirements of Section 16.04 (Conditions Precedent to Closing of Conversion), within fifteen (15) days of Borrower’s receipt of the NOI Determination Notice, Borrower shall initiate the Rate Lock Request by contacting
Lender by telephone prior to 11:00 a.m. (prevailing eastern time) on any Business Day within such fifteen (15) day period. Lender shall provide Borrower with a quotation of the Fixed Rate by 3:00 p.m. (prevailing eastern time) of the day the
Rate Lock Request is made. Any Rate Lock Request made after 11:00 a.m. (prevailing eastern time) will be deemed requested at 9:00 a.m. on the following Business Day. Borrower understands that from time to time, Lender may not be able to obtain a
Fixed Rate quote for a cash rate for Borrower if Fannie Mae has closed its commitment window for any reason (or is otherwise not regularly quoting cash bids at that time). Any such quotation shall be indicative in nature and non-binding on Lender
unless such quotation and the change of the Maturity Date (if applicable) is immediately accepted by Borrower, and acceptance by Borrower of the rate quote shall constitute an irrevocable election by Borrower to exercise the Conversion Option. If
the Fixed Rate quoted to Borrower is greater than the Maximum Fixed Rate, Borrower shall not be permitted to accept the quoted Fixed Rate (or exercise its Conversion Option). On or before 5:00 p.m. (prevailing eastern time) of the day Borrower
accepts the quoted Fixed Rate, Borrower and Lender shall confirm to each other (by letter addressed from Lender to Borrower, acknowledged and accepted in writing by Borrower and transmitted, in each case, by facsimile or other electronic
transmission acceptable to Lender), (A) the Fixed Rate, (B) the New Maturity Date (if applicable), (C) the Fixed Rate Conversion Effective Date, (D) the new Monthly Debt Service Payment and (E) the Initial Fixed Rate Payment
Date. 
 Section 16.03 Amendment to Multifamily Loan and Security Agreement. 

The Conversion shall be evidenced by the Conversion Amendment. 

Section 16.04 Conditions Precedent to Closing of Conversion. 

Borrower’s right to consummate the Conversion and Lender’s obligation to execute and deliver the Conversion
Amendment, shall be subject to satisfaction of each of the following conditions precedent: 
 (a) All
representations and warranties of Borrower set forth in the Loan Documents shalt be true and correct in all material respects on and as of the Closing Date as though made on and as of the Closing Date. 

(b) Borrower shall have performed or complied with all of its obligations under this Agreement to be performed or complied
with on or before the Conversion Closing Date. 







 (c) On the Conversion Closing Date, no Event of Default shall have occurred
(or any 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). 
 (d) On the Conversion Closing Date, Lender shall have received all of the following, each of which, where applicable, shall be executed by individuals authorized to do so, shall be dated as of the Closing
Date, and shall be in form and substance acceptable to Lender: 
 (l) the Conversion Amendment; 

(2) an endorsement to the Title Policy or a new Title Policy as of the Conversion Closing Date, that the Security
Instrument constitutes a valid mortgage lien on the Mortgaged Property, with the same lien priority insured by the Title Policy, subject only to the Permitted Encumbrances; 

(3) either (A) the Survey, redated to a date within fifteen (15) days prior to the Conversion Closing Date
showing that there are no liens, encumbrances, or other matters that have arisen since the date of the Survey, or (B) affirmative coverage in the title insurance endorsement referred to in Section 16.04(d)(2) (Conversion—Conditions
Precedent to Conversion) that there are no exceptions based upon the results of a visual inspection of the Mortgaged Property, or the absence of any exception based upon any facts or conditions which have arisen since the date of the Survey and
which would be disclosed by a current survey of the Mortgaged Property; 
 (4) if necessary, an amendment to the
Security Instrument to be recorded in the land records and insured as a supplement to the Security Instrument to reflect the New Maturity Date; 
 (5) an opinion of counsel satisfactory to Lender as to such matters as Lender may reasonably request; and 
 (6) such other documents as Lender may reasonably request related to this Agreement, the Conversion Amendment or the transactions contemplated hereby or thereby. 

(e) The Mortgaged Property shall not have been damaged, destroyed or subject to any condemnation or other taking, in whole
or any material part, and Lender shall have received a certificate of Borrower, dated as of the Conversion Closing Date, to such effect. 

	
	/s/ RH
	Borrower Initials