Exhibit 10.5


 


Freddie Mac Loan Number: 708657427


Property Name: Nevadan Apartments


 


MULTIFAMILY LOAN AND SECURITY AGREEMENT


 


(Revised 7-12-2016)


 


	Borrower:	BR CARROLL GLENRIDGE, LLC, a Delaware limited liability company
	Lender:	KEYBANK NATIONAL ASSOCIATION, a national banking association
	Date:	As of October 13, 2016
	Loan Amount:	$48,431,000.00


 





 



Reserve Fund Information


(See Article IV)


 





 



Imposition Reserves
(fill in “Collect” or “Deferred” as appropriate for each item)


 


	Deferred	 	Insurance
	Collect	 	Taxes
	Deferred	 	water/sewer
	N/A	 	Ground Rents
	Deferred	 	assessments/other charges


 





 






	Repairs & Repair Reserve	Repairs required?	x  Yes	 ̈  No
	 	If No, is radon testing required?	 ̈  Yes	 ̈  No
	 	If Yes, is a Reserve required?	x  Yes	 ̈  No
	If Yes to Repairs, but No Reserve, is a Letter of Credit required?	 ̈  Yes	 ̈  No








 






	Replacement Reserve	x  Yes   If Yes:   x  Funded   ̈  Deferred
	 	 ̈  No
		
	Rental Achievement Reserve	 ̈  Yes     If Yes:    ̈  Cash       ̈  Letter of Credit
	 	x  No








 






	Rate Cap Agreement Reserve	x  Yes	 ̈  No
	 	 	 
	Other Reserve(s)	 ̈  Yes	x  No


 


	If Yes, specify:	 
	 	 


 


	Lease-Up Transaction	 ̈  Yes	x  No


 


	 	If Yes, is a Reserve required?	 ̈  Yes	 ̈  No
	 	 	 	 
	 	If Yes, is a Letter of Credit required?	 ̈  Yes	 ̈  No





 



 




     


     


    

 





 






Attached Riders


(See Article XIII)





 



 


 


	Name of Rider	 	Date Revised
	Rider to Multifamily Loan and Security Agreement - Repair Reserve Fund	 	7-12-2016
	Rider to Multifamily Loan and Security Agreement - Replacement Reserve Fund – Immediate Deposits	 	7-1-2014
	Rider to Multifamily Loan and Security Agreement – Affiliate Transfer (MPC Partnership Holdings LLC)	 	7-12-2016
	Rider to Multifamily Loan and Security Agreement – Affiliate Transfer (Bluerock Residential Holdings, LP)	 	7-12-2016
	Rider to Multifamily Loan and Security Agreement -  Buy-Sell Transfer	 	7-12-2016
	Rider to Multifamily Loan and Security Agreement - Rate Cap Agreement and Rate Cap Agreement Reserve Fund	 	1-27-2016
	Rider to Multifamily Loan and Security Agreement – Entity Guarantor	 	3-1-2014
	Rider to Multifamily Loan and Security Agreement - Termite or Wood Damaging Insect Control	 	3-1-2014





 





 



Exhibit B Modifications


(See Article XIV)


 





 



 


	Are any Exhibit B modifications attached?	 	x  Yes	 ̈  No


 





 



 




     


     


    

 


TABLE OF
CONTENTS


 


	ARTICLE I	DEFINED TERMS; CONSTRUCTION	1
	1.01	Defined Terms	1
	1.02	Construction	1
	 	 	 	 
	ARTICLE II	LOAN	2
	2.01	Loan Terms	2
	2.02	Prepayment Premium	2
	2.03	Exculpation	2
	2.04	Application of Payments	2
	2.05	Usury Savings	2
	2.06	Floating Rate Mortgage - Third Party Cap Agreement	2
	 	 	 	 
	ARTICLE III	LOAN SECURITY AND GUARANTY	3
	3.01	Security Instrument	3
	3.02	Reserve Funds	3
	3.03	Uniform Commercial Code Security Agreement	3
	3.04	Cap Agreement and Cap Collateral Assignment	4
	3.05	Guaranty	4
	3.06	Reserved	4
	3.07	Reserved	4
	3.08	Reserved	4
	 	 	 	 
	ARTICLE IV	RESERVE FUNDS AND REQUIREMENTS	4
	4.01	Reserves Generally	4
	4.02	Reserves for Taxes, Insurance and Other Charges	5
	4.03	Repairs; Repair Reserve Fund	6
	4.04	Replacement Reserve Fund	6
	4.05	Rental Achievement Provisions	6
	4.06	Debt Service Reserve	6
	4.07	Rate Cap Agreement Reserve Fund	6
	4.08	through 4.20 are Reserved	6
	 	 	 	 
	ARTICLE V	REPRESENTATIONS AND WARRANTIES	6
	5.01	Review of Documents	6
	5.02	Condition of Mortgaged Property	6
	5.03	No Condemnation	6
	5.04	Actions; Suits; Proceedings	6
	5.05	Environmental	7
	5.06	Commencement of Work; No Labor or Materialmen’s Claims	8
	5.07	Compliance with Applicable Laws and Regulations	8
	5.08	Access; Utilities; Tax Parcels	8
	5.09	Licenses and Permits	9
	5.10	No Other Interests	9
	5.11	Term of Leases	9
	5.12	No Prior Assignment; Prepayment of Rents	9
	5.13	Illegal Activity	9
	5.14	Taxes Paid	9
	5.15	Title Exceptions	10
	5.16	No Change in Facts or Circumstances	10
	5.17	Financial Statements	10
	5.18	ERISA – Borrower Status	10


 






    	Multifamily Loan and Security Agreement	Page i



     


    



 


	5.19	No Fraudulent Transfer or Preference	10
	5.20	No Insolvency or Judgment	11
	5.21	Working Capital	11
	5.22	Cap Collateral	11
	5.23	Ground Lease	11
	5.24	Purpose of Loan	11
	5.25	Through 5.39 are Reserved	12
	5.40	Recycled SPE Borrower	12
	5.41	Recycled SPE Equity Owner	12
	5.42	through 5.50 are Reserved	12
	5.51	Survival	12
	5.52	through 5.57 are Reserved	12
	5.58	Prohibited Parties Lists; Economic Sanctions Laws	12
	5.59	through 5.62 are Reserved	13
	 	 	 	 
	ARTICLE VI	BORROWER COVENANTS	13
	6.01	Compliance with Laws	13
	6.02	Compliance with Organizational Documents	13
	6.03	Use of Mortgaged Property	13
	6.04	Non-Residential Leases	14
	6.05	Prepayment of Rents	16
	6.06	Inspection	16
	6.07	Books and Records; Financial Reporting	17
	6.08	Taxes; Operating Expenses; Ground Rents	20
	6.09	Preservation, Management and Maintenance of Mortgaged Property	21
	6.10	Insurance	25
	6.11	Condemnation	29
	6.12	Environmental Hazards	32
	6.13	Single Purpose Entity Requirements	34
	6.14	Repairs and Capital Replacements	38
	6.15	Residential Leases Affecting the Mortgaged Property	39
	6.16	Litigation; Government Proceedings	39
	6.17	Further Assurances and Estoppel Certificates; Lender’s Expenses	40
	6.18	Cap Collateral	40
	6.19	Ground Lease	40
	6.20	ERISA Requirements	40
	6.21	through 6.52 are Reserved	41
	6.53	Economic Sanctions Laws	41
	6.54	through 6.58 are Reserved	41
	 	 	 	 
	ARTICLE VII	TRANSFERS OF THE MORTGAGED PROPERTY OR INTERESTS IN BORROWER	41
	7.01	Permitted Transfers	41
	7.02	Prohibited Transfers	42
	7.03	Conditionally Permitted Transfers	43
	7.04	Preapproved Intrafamily Transfers	47
	7.05	Lender’s Consent to Prohibited Transfers	49
	7.06	SPE Equity Owner Requirement Following Transfer	51
	7.07	Additional Transfer Requirements - External Cap Agreement	51
	7.08	Reserved	52
	7.09	Reserved	52


 






    	Multifamily Loan and Security Agreement	Page ii



     


    


 





	ARTICLE VIII	SUBROGATION	52
	 	 	 	 
	ARTICLE IX	EVENTS OF DEFAULT AND REMEDIES	52
	9.01	Events of Default	52
	9.02	Protection of Lender’s Security; Security Instrument Secures Future Advances	55
	9.03	Remedies	56
	9.04	Forbearance	57
	9.05	Waiver of Marshalling	57
	 	 	 	 
	ARTICLE X	RELEASE; INDEMNITY	58
	10.01	Release	58
	10.02	Indemnity	58
	10.03	Reserved	63
	 	 	 	 
	ARTICLE XI	MISCELLANEOUS PROVISIONS	63
	11.01	Waiver of Statute of Limitations, Offsets and Counterclaims	63
	11.02	Governing Law; Consent to Jurisdiction and Venue	63
	11.03	Notice	63
	11.04	Successors and Assigns Bound	64
	11.05	Joint and Several (and Solidary) Liability	64
	11.06	Relationship of Parties; No Third Party Beneficiary	64
	11.07	Severability; Amendments	65
	11.08	Disclosure of Information	65
	11.09	Determinations by Lender	65
	11.10	Sale of Note; Change in Servicer; Loan Servicing	65
	11.11	Supplemental Financing	66
	11.12	Defeasance	70
	11.13	Lender’s Rights to Sell or Securitize	73
	11.14	Cooperation with Rating Agencies and Investors	73
	11.15	Letter of Credit Requirements	73
	11.16	through 11.18 are Reserved	74
	11.19	State Specific Provisions	74
	11.20	Time is of the Essence	74
	 	 	 	 
	ARTICLE XII	DEFINITIONS	75
	 	 	 
	ARTICLE XIII	INCORPORATION OF ATTACHED RIDERS	89
	 	 	 
	ARTICLE XIV	INCORPORATION OF ATTACHED EXHIBITS	89
	 	 	 
	ARTICLE XV	RESERVED	89




 



    	Multifamily Loan and Security Agreement	Page iii



     


    


 


MULTIFAMILY
LOAN AND SECURITY AGREEMENT


 


THIS MULTIFAMILY LOAN AND SECURITY AGREEMENT
(“Loan Agreement”) is dated as of the 13th day of October, 2016 and is made by and between BR CARROLL GLENRIDGE,
LLC, a Delaware limited liability company (“Borrower”), and KEYBANK NATIONAL ASSOCIATION, a national
banking association (together with its successors and assigns, “Lender”).


 


RECITAL


 


Lender has agreed to make and Borrower has
agreed to accept a loan in the original principal amount of $48,431,000.00 (“Loan”). Lender is willing to make
the Loan to Borrower upon the terms and subject to the conditions set forth in this Loan Agreement.


 


AGREEMENT


 


NOW, THEREFORE, in consideration of these promises,
the mutual covenants contained in this Loan Agreement and other good and valuable consideration, the receipt and sufficiency of
which are acknowledged, the parties agree as follows:


 


		ARTICLE I	DEFINED TERMS; CONSTRUCTION.



 


		1.01	Defined Terms. Each defined term in this Loan Agreement will have the meaning ascribed to
that term in Article XII unless otherwise defined in this Loan Agreement.



 


		1.02	Construction.



 


		(a)	The captions and headings of the Articles and Sections of this Loan Agreement are for convenience
only and will be disregarded in construing this Loan Agreement.



 


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



 


		(c)	All Exhibits and Riders attached to or referred to in this Loan Agreement are incorporated by reference
in this Loan Agreement.



 


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



 


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



 


		(f)	As used in this Loan Agreement, the term “including” means “including, but not
limited to” and the term “includes” means “includes without limitation.”



 


		(g)	The use of one gender includes the other gender, as the context may require.



 


		(h)	Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument
or other document in this Loan Agreement will be construed as referring to such agreement, instrument or other document as from
time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications
set forth in this Loan Agreement), and (ii) any reference in this Loan Agreement to any Person will be construed to include such
Person’s successors and assigns.



 






    	Multifamily Loan and Security Agreement	Page 1



     


    

 


		(i)	Any reference in this Loan Agreement to “Lender’s requirements,” “as required
by Lender,” or similar references will be construed, after Securitization, to mean Lender’s requirements or standards
as determined in accordance with Lender’s and Loan Servicer’s obligations under the terms of the Securitization documents.



 


		ARTICLE II	LOAN.



 


		2.01	Loan Terms. The Loan will be evidenced by the Note and will bear interest and be paid in
accordance with the payment terms set forth in the Note.



 


		2.02	Prepayment Premium. Borrower will be required to pay a prepayment premium in connection
with certain prepayments of the Indebtedness, including a payment made after Lender’s exercise of any right of acceleration
of the Indebtedness, as provided in the Note.



 


		2.03	Exculpation. Borrower’s personal liability for payment of the Indebtedness and for
performance of the other obligations to be performed by it under this Loan Agreement is limited in the manner, and to the extent,
provided in the Note.



 


		2.04	Application of Payments. If at any time Lender receives, from Borrower or otherwise, any
amount applicable to the Indebtedness which is less than all amounts due and payable at such time, then Lender may apply that payment
to amounts then due and payable in any manner and in any order determined by Lender (unless otherwise required by applicable law),
in Lender’s sole and absolute discretion. Neither Lender’s acceptance of an amount that is less than all amounts then
due and payable, nor Lender’s application of such payment in the manner authorized, will 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, the Note and all other Loan Documents will remain unchanged.



 


		2.05	Usury Savings. If any applicable law limiting the amount of interest or other charges permitted
to be collected from Borrower is interpreted so that any charge provided for in any Loan Document, whether considered separately
or together with other charges levied in connection with any other Loan Document, violates that law, and Borrower is entitled to
the benefit of that law, that charge is reduced to the extent necessary to eliminate that violation. The amounts, if any, previously
paid to Lender in excess of the permitted amounts will be applied by Lender to reduce the principal amount of the Indebtedness.
For the purpose of determining whether any applicable law limiting the amount of interest or other charges permitted to be collected
from Borrower has been violated, all Indebtedness which constitutes interest, as well as all other charges levied in connection
with the Indebtedness which constitute interest, will be deemed to be allocated and spread ratably over the stated term of the
Note. Unless otherwise required by applicable law, such allocation and spreading will be effected in such a manner that the rate
of interest so computed is uniform throughout the stated term of the Note.



 


		2.06	Floating Rate Mortgage - Third Party Cap Agreement. If (a) the Note does not provide for
interest to accrue at a floating or variable interest rate (other than during any Extension Period, if applicable), and (b) a third
party Cap Agreement is not required, then this Section 2.06 and Section 3.04 will be of no force or effect.



 






    	Multifamily Loan and Security Agreement	Page 2



     


    

 


		(a)	So long as there is no Event of Default, Lender or Loan Servicer will remit to Borrower each Cap
Payment received by Lender or Loan Servicer with respect to any month for which Borrower has paid in full the monthly installment
of principal and interest or interest only, as applicable, due under the Note. Alternatively, at Lender’s option, so long
as there is no Event of Default, Lender may apply a Cap Payment received by Lender or Loan Servicer with respect to any month to
the applicable monthly payment of accrued interest due under the Note if Borrower has paid in full the remaining portion of such
monthly payment of principal and interest or interest only, as applicable.



 


		(b)	Neither the existence of a Cap Agreement nor anything in this Loan Agreement will relieve Borrower
of its primary obligation to timely pay in full all amounts due under the Note and otherwise due on account of the Indebtedness.



 


		ARTICLE III	LOAN SECURITY AND GUARANTY.



 


		3.01	Security Instrument. Borrower will execute the Security Instrument dated of even date with
this Loan Agreement. The Security Instrument will be recorded in the applicable land records in the Property Jurisdiction.



 


		3.02	Reserve Funds.



 


		(a)	Security Interest. To secure Borrower’s obligations under this Loan Agreement and
to further secure Borrower’s obligations under the Note and the other Loan Documents, Borrower conveys, pledges, transfers
and grants to Lender a security interest pursuant to the Uniform Commercial Code of the Property Jurisdiction or any other applicable
law in and to all money in the Reserve Funds, as the same may increase or decrease from time to time, all interest and dividends
thereon and all proceeds thereof.



 


		(b)	Supplemental Loan. If this Loan Agreement is entered into in connection with a Supplemental
Loan and if the same Person is or becomes both Senior Lender and Supplemental Lender, then:



 


		(i)	Borrower assigns and grants to Supplemental Lender a security interest in the Reserve Funds established
in connection with the Senior Indebtedness as additional security for all of Borrower’s obligations under the Supplemental
Note.



 


		(ii)	In addition, Borrower assigns and grants to Senior Lender a security interest in the Reserve Funds
established in connection with the Supplemental Indebtedness as additional security for all of Borrower’s obligations under
the Senior Note.



 


		(iii)	It is the intention of Borrower that all amounts deposited by Borrower in connection with either
the Senior Loan Documents, the Supplemental Loan Documents, or both, constitute collateral for the Supplemental Indebtedness secured
by the Supplemental Instrument and the Senior Indebtedness secured by the Senior Instrument, with the application of such amounts
to such Senior Indebtedness or Supplemental Indebtedness to be at the discretion of Senior Lender and Supplemental Lender.



 


		3.03	Uniform Commercial Code Security Agreement. This Loan Agreement is also a security agreement
under the Uniform Commercial Code for any of the Mortgaged Property which, under applicable law, may be subjected to a security
interest under the Uniform Commercial Code, for the purpose of securing Borrower’s obligations under this Loan Agreement
and to further secure Borrower’s obligations under the Note, Security Instrument and other Loan Documents, whether such Mortgaged
Property is owned now or acquired in the future, and all products and cash and non-cash proceeds thereof (collectively, “UCC
Collateral”), and by this Loan Agreement, Borrower grants to Lender a security interest in the UCC Collateral.



 






    	Multifamily Loan and Security Agreement	Page 3



     


    

 


		3.04	Cap Agreement and Cap Collateral Assignment. Reserved.



 


		3.05	Guaranty. Borrower will cause each Guarantor (if any) to execute a Guaranty of all or a
portion of Borrower’s obligations under the Loan Documents effective as of the date of this Loan Agreement.



 


		3.06	Reserved.



 


		3.07	Reserved.



 


		3.08	Reserved.



 


		ARTICLE IV	RESERVE FUNDS AND REQUIREMENTS.



 


		4.01	Reserves Generally.



 


		(a)	Establishment of Reserve Funds; Investment of Deposits. Unless otherwise provided in Section
4.03 and/or Section 4.04, each Reserve Fund will be established on the date of this Loan Agreement and each of the following will
apply:



 


		(i)	All Reserve Funds will be deposited in an Eligible Account at an Eligible Institution or invested
in “permitted investments” as then defined and required by the Rating Agencies.



 


		(ii)	Lender will not be obligated to open additional accounts or deposit Reserve Funds in additional
institutions when the amount of any Reserve Fund exceeds the maximum amount of the federal deposit insurance or guaranty. Borrower
acknowledges and agrees that it will not have the right to direct Lender as to any specific investment of monies in any Reserve
Fund. Lender will not be responsible for any losses resulting from investment of monies in any Reserve Fund or for obtaining any
specific level or percentage of earnings on such investment.



 


		(b)	Interest on Reserve Funds; Trust Funds. Unless applicable law requires, Lender will not
be required to pay Borrower any interest, earnings or profits on the Reserve Funds. Any amounts deposited with Lender under this
Article IV will not be trust funds, nor will they operate to reduce the Indebtedness, unless applied by Lender for that purpose
pursuant to the terms of this Loan Agreement.



 


		(c)	Use of Reserve Funds. Each Reserve Fund will, except as otherwise provided in this Loan
Agreement, be used for the sole purpose of paying, or reimbursing Borrower for payment of, the item(s) for which the applicable
Reserve Fund was established. Borrower acknowledges and agrees that, except as specified in this Loan Agreement, monies in one
Reserve Fund will not be used to pay, or reimburse Borrower for, matters for which another Reserve Fund has been established.



 


		(d)	Termination of Reserve Funds. Upon the payment in full of the Indebtedness, Lender will
pay to Borrower all funds remaining in any Reserve Funds.



 






    	Multifamily Loan and Security Agreement	Page 4



     


    

 


		(e)	Reserved.



 


		4.02	Reserves for Taxes, Insurance and Other Charges.



 


		(a)	Deposits to Imposition Reserve Deposits. Borrower will deposit with Lender on the day monthly
installments of principal or interest, or both, are due under the Note (or on another day designated in writing by Lender), until
the Indebtedness is paid in full, an additional amount sufficient to accumulate with Lender the entire sum required to pay, when
due, the items marked “Collect” below. Except as provided in Section 4.02(e), Lender will not require Borrower to make
Imposition Reserve Deposits with respect to the items marked “Deferred” below.



 


	 	[Deferred]	Property Insurance premiums or premiums for other Insurance required by Lender under Section 6.10
	 	[Collect]	Taxes and payments in lieu of taxes
	 	[Deferred]	water and sewer charges that could become a Lien on the Mortgaged Property
	 	[N/A]	Ground Rents
	 	[Deferred]	assessments or other charges that could become a Lien on the Mortgaged Property, including home owner association dues


 


The amounts deposited pursuant to this
Section 4.02(a) are collectively referred to in this Loan Agreement as the “Imposition Reserve Deposits.” The
obligations of Borrower for which the Imposition Reserve Deposits are required are collectively referred to in this Loan Agreement
as “Impositions.” The amount of the Imposition Reserve Deposits must be sufficient 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. Lender
will maintain records indicating how much of the monthly Imposition Reserve Deposits and how much of the aggregate Imposition Reserve
Deposits held by Lender are held for the purpose of paying Taxes, Insurance premiums, Ground Rent (if applicable) and each other
Imposition.


 


		(b)	Disbursement of Imposition Reserve Deposits. Lender will apply the Imposition Reserve Deposits
to pay Impositions so long as no Event of Default has occurred and is continuing. Lender will pay all Impositions from the Imposition
Reserve Deposits held by Lender upon Lender’s receipt of a bill or invoice for an Imposition. If Borrower holds a ground
lessee interest in the Mortgaged Property and Imposition Reserve Deposits are collected for Ground Rent, then Lender will pay the
monthly or other periodic installments of Ground Rent from the Imposition Reserve Deposits, whether or not Lender receives a bill
or invoice for such installments. Lender will have no obligation to pay any Imposition to the extent it exceeds the amount of the
Imposition Reserve Deposits then held by Lender. Lender may pay an Imposition according to any bill, statement or estimate from
the appropriate public office, Ground Lessor (if applicable) or insurance company without inquiring into the accuracy of the bill,
statement or estimate or into the validity of the Imposition.



 


		(c)	Excess or Deficiency of Imposition Reserve Deposits. If at any time the amount of the Imposition
Reserve Deposits held by Lender for payment of a specific Imposition exceeds the amount reasonably deemed necessary by Lender,
the excess will be credited against future installments of Imposition Reserve Deposits. If at any time the amount of the Imposition
Reserve Deposits held by Lender for payment of a specific Imposition is less than the amount reasonably estimated by Lender to
be necessary, Borrower will pay to Lender the amount of the deficiency within 15 days after Notice from Lender.



 






    	Multifamily Loan and Security Agreement	Page 5



     


    

 


		(d)	Delivery of Invoices. Borrower will promptly deliver to Lender a copy of all notices of,
and invoices for, Impositions.



 


		(e)	Deferral of Collection of Any Imposition Reserve Deposits; Delivery of Receipts. If Lender
does not collect an Imposition Reserve Deposit with respect to an Imposition either marked “Deferred” in Section 4.02(a)
or pursuant to a separate written deferral by Lender, then on or before the earlier of the date each such Imposition is due, or
the date this Loan Agreement requires each such Imposition to be paid, Borrower will provide Lender with proof of payment of each
such Imposition. Upon Notice to Borrower, Lender may revoke its deferral and require Borrower to deposit with Lender any or all
of the Imposition Reserve Deposits listed in Section 4.02(a), regardless of whether any such item is marked “Deferred”
(i) if Borrower does not timely pay any of the Impositions, (ii) if Borrower fails to provide timely proof to Lender of such payment,
(iii) at any time during the existence of an Event of Default or (iv) upon placement of a Supplemental Loan in accordance with
Section 11.11.



 


		(f)	through (i) are Reserved.



 


		4.03	Repairs; Repair Reserve Fund. Reserved.



 


		4.04	Replacement Reserve Fund. Reserved.



 


		4.05	Rental Achievement Provisions. Reserved.



 


		4.06	Debt Service Reserve. Reserved.



 


		4.07	Rate Cap Agreement Reserve Fund. Reserved.



 


		4.08	through 4.20 are Reserved.



 


		ARTICLE V	REPRESENTATIONS AND WARRANTIES.



 


Borrower represents and warrants to Lender
as follows as of the date of this Loan Agreement:


 


		5.01	Review of Documents. Borrower has reviewed: (a) the Note, (b) the Security Instrument, (c)
the Commitment Letter, and (d) all other Loan Documents.



 


		5.02	Condition of Mortgaged Property. Except as Borrower may have disclosed to Lender in writing
in connection with the issuance of the Commitment Letter, the Mortgaged Property has not been damaged by fire, water, wind or other
cause of loss, or any previous damage to the Mortgaged Property has been fully restored.



 


		5.03	No Condemnation. No part of the Mortgaged Property has been taken in Condemnation or other
like proceeding, and, to the best of Borrower’s knowledge after due inquiry and investigation, no such proceeding is pending
or threatened for the partial or total Condemnation or other taking of the Mortgaged Property.



 


		5.04	Actions; Suits; Proceedings.



 


		(a)	There are no judicial, administrative, mediation or arbitration actions, suits or proceedings pending
or, to the best of Borrower’s knowledge, threatened in writing against or affecting Borrower (and, if Borrower is a limited
partnership, any of its general partners or if Borrower is a limited liability company, any member of Borrower) or the Mortgaged
Property which, if adversely determined, would have a Material Adverse Effect.



 






    	Multifamily Loan and Security Agreement	Page 6



     


    

 


		(b)	Reserved.



 


		5.05	Environmental. Except as previously disclosed by Borrower to Lender in writing (which written
disclosure may be in certain environmental assessments and other written reports accepted by Lender in connection with the funding
of the Indebtedness and dated prior to the date of this Loan Agreement), each of the following is true:



 


		(a)	Borrower has not at any time engaged in, caused or permitted any Prohibited Activities or Conditions
on the Mortgaged Property.



 


		(b)	To the best of Borrower’s knowledge after due inquiry and investigation, no Prohibited Activities
or Conditions exist or have existed on the Mortgaged Property.



 


		(c)	The Mortgaged Property does not now contain any underground storage tanks, and, to the best of
Borrower’s knowledge after due inquiry and investigation, the Mortgaged Property has not contained any underground storage
tanks in the past. If there is an underground storage tank located on the Mortgaged Property that has been previously disclosed
by Borrower to Lender in writing, that tank complies with all requirements of Hazardous Materials Laws.



 


		(d)	To the best of Borrower’s knowledge after due inquiry and investigation, Borrower has complied
with all Hazardous Materials Laws, including all requirements for notification regarding releases of Hazardous Materials. Without
limiting the generality of the foregoing, all Environmental Permits required for the operation of the Mortgaged Property in accordance
with Hazardous Materials Laws now in effect have been obtained and all such Environmental Permits are in full force and effect.



 


		(e)	To the best of Borrower’s knowledge after due inquiry and investigation, no event has occurred
with respect to the Mortgaged Property that constitutes, or with the passage of time or the giving of notice, or both, would constitute,
noncompliance with the terms of any Environmental Permit.



 


		(f)	There are no actions, suits, claims or proceedings pending or, to the best of Borrower’s
knowledge after due inquiry and investigation, threatened in writing, that involve the Mortgaged Property and allege, arise out
of, or relate to any Prohibited Activity or Condition.



 


		(g)	Borrower has received no actual or constructive notice of any written complaint, order, notice
of violation or other communication from any Governmental Authority with regard to air emissions, water discharges, noise emissions
or Hazardous Materials, or any other environmental, health or safety matters affecting the Mortgaged Property or any property that
is adjacent to the Mortgaged Property.



 






    	Multifamily Loan and Security Agreement	Page 7



     


    

 


		5.06	Commencement of Work; No Labor or Materialmen’s Claims. Except as set forth on Exhibit
E, prior to the recordation of the Security Instrument, no work of any kind has been or will be commenced or performed upon
the Mortgaged Property, and no materials or equipment have been or will be delivered to or upon the Mortgaged Property, for which
the contractor, subcontractor or vendor continues to have any rights including the existence of or right to assert or file a mechanic’s
or materialmen’s Lien. If any such work of any kind has been commenced or performed upon the Mortgaged Property, or if any
such materials or equipment have been ordered or delivered to or upon the Mortgaged Property, then prior to the execution of the
Security Instrument, Borrower has satisfied each of the following conditions:



 


		(a)	Borrower has fully disclosed in writing to the title insurance company issuing the mortgagee title
insurance policy insuring the Lien of the Security Instrument that work has been commenced or performed on the Mortgaged Property,
or materials or equipment have been ordered or delivered to or upon the Mortgaged Property.



 


		(b)	Borrower has obtained and delivered to Lender and the title company issuing the mortgagee title
insurance policy insuring the Lien of the Security Instrument Lien waivers from all contractors, subcontractors, suppliers or any
other applicable party, pertaining to all work commenced or performed on the Mortgaged Property, or materials or equipment ordered
or delivered to or upon the Mortgaged Property.



 


Borrower represents and warrants
that all parties furnishing labor and materials for which a Lien or claim of Lien may be filed against the Mortgaged Property have
been paid in full and, except for such Liens or claims insured against by the policy of title insurance to be issued in connection
with the Loan, there are no mechanics’, laborers’ 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.


 


		5.07	Compliance with Applicable Laws and Regulations.



 


		(a)	To the best of Borrower’s knowledge after due inquiry and investigation, each of the following
is true:



 


		(i)	All Improvements and the use of the Mortgaged Property comply with all applicable statutes, rules
and regulations, including all applicable statutes, rules and regulations pertaining to requirements for equal opportunity, anti-discrimination,
fair housing, environmental protection, zoning and land use (“legal, non-conforming” status with respect to uses or
structures will be considered to comply with zoning and land use requirements for the purposes of this representation).



 


		(ii)	The Improvements comply with applicable health, fire,
and building codes.



 


		(iii)	There is no evidence of any illegal activities relating to controlled substances on the Mortgaged
Property.



 


		(b)	Reserved.



 


		(c)	Reserved.



 


		5.08	Access; Utilities; Tax Parcels. The Mortgaged Property: (a) has ingress and egress via a
publicly dedicated right of way or via an irrevocable easement permitting ingress and egress, (b) is served by public utilities
and services generally available in the surrounding community or otherwise appropriate for the use in which the Mortgaged Property
is currently being utilized, and (c) constitutes one or more separate tax parcels.



 






    	Multifamily Loan and Security Agreement	Page 8



     


    

 


		5.09	Licenses and Permits.



 


		(a)	Borrower, any commercial tenant of the Mortgaged Property and/or any operator of the Mortgaged
Property is in possession of all material licenses, permits and authorizations required for use of the Mortgaged Property, which
are valid and in full force and effect as of the date of this Loan Agreement.



 


		(b)	Through (i) are reserved.



 


		5.10	No Other Interests. To the best of Borrower’s knowledge after due inquiry and investigation,
no Person has (a) any possessory interest in the Mortgaged Property or right to occupy the Mortgaged Property except under and
pursuant to the provisions of existing Leases by and between tenants and Borrower (a form of residential lease having been previously
provided to Lender together with the material terms of any and all Non-Residential Leases at the Mortgaged Property), or (b) an
option to purchase the Mortgaged Property or an interest in the Mortgaged Property, except as has been disclosed to and approved
in writing by Lender.



 


		5.11	Term of Leases. All Leases for residential dwelling units with respect to the Mortgaged
Property satisfy each of the following conditions:



 


		(a)	They are on forms that are customary for similar multifamily properties in the Property Jurisdiction.



 


		(b)	They are for initial terms of at least 6 months and not more than 2 years (unless otherwise approved
in writing by Lender).



 


		(c)	They do not include any Corporate Leases (unless otherwise approved in writing by Lender).



 


		(d)	They do not include options to purchase.



 


		5.12	No Prior Assignment; Prepayment of Rents. Borrower has (a) not executed any prior assignment
of Rents (other than an assignment of Rents securing any prior indebtedness that is being assigned to Lender, or that is being
paid off and discharged with the proceeds of the Loan evidenced by the Note or, if this Loan Agreement is entered into in connection
with a Supplemental Loan, other than an assignment of Rents securing any Senior Indebtedness), and (b) not performed any acts and
has not executed, and will not execute, any instrument which would prevent Lender from exercising its rights under any Loan Document.
At the time of execution of this Loan Agreement, unless otherwise approved by Lender in writing, there has been no prepayment of
any Rents for more than 2 months prior to the due dates of such Rents.



 


		5.13	Illegal Activity. No portion of the Mortgaged Property has been or will be purchased with
the proceeds of any illegal activity.



 


		5.14	Taxes Paid. Borrower has filed all federal, state, county and municipal tax returns required
to have been filed by Borrower, and has paid all Taxes which have become due pursuant to such returns or to any notice of assessment
received by Borrower, and Borrower has no knowledge of any basis for additional assessment with respect to such Taxes. To the best
of Borrower’s knowledge after due inquiry and investigation, there are not presently pending any special assessments against
the Mortgaged Property or any part of the Mortgaged Property.



 






    	Multifamily Loan and Security Agreement	Page 9



     


    

 


		5.15	Title Exceptions. To the best of Borrower’s knowledge after due inquiry and investigation,
none of the items shown in the schedule of exceptions to coverage in the title policy issued to and accepted by Lender contemporaneously
with the execution of this Loan Agreement and insuring Lender’s interest in the Mortgaged Property will have a Material Adverse
Effect on the (a) ability of Borrower to pay the Loan in full, (b) ability of Borrower to use all or any part of the Mortgaged
Property in the manner in which the Mortgaged Property is being used on the Closing Date, except as set forth in Section 6.03,
(c) operation of the Mortgaged Property, or (d) value of the Mortgaged Property.



 


		5.16	No Change in Facts or Circumstances.



 


		(a)	All information in the application for the Loan submitted to Lender, including all financial statements
for the Mortgaged Property, Borrower, and any Borrower Principal, and all Rent Schedules, reports, certificates, and any other
documents submitted in connection with the application (collectively, “Loan Application”) is complete and accurate
in all material respects as of the date such information was submitted to Lender.



 


		(b)	There has been no change in any fact or circumstance since the Loan Application was submitted to
Lender that would make any information submitted as part of the Loan Application materially incomplete or inaccurate.



 


		(c)	The organizational structure of Borrower is as set forth in Exhibit H.



 


		5.17	Financial Statements. The financial statements of Borrower and each Borrower Principal furnished
to Lender as part of the Loan Application reflect in each case a positive net worth as of the date of the applicable financial
statement.



 


		5.18	ERISA – Borrower Status. Borrower represents as follows:



 


		(a)	Borrower is not an “investment company,” or a company under the Control of an “investment
company,” as such terms are defined in the Investment Company Act of 1940, as amended.



 


		(b)	Borrower is not an “employee benefit plan,” as defined in Section 3(3) of ERISA, which
is subject to Title I of ERISA or a “plan” to which Section 4975 of the Tax Code applies, and the assets of Borrower
do not constitute “plan assets” of one or more such plans within the meaning of 29 C.F.R. Section 2510.3-101, as modified
by Section 3(42) of ERISA.



 


		(c)	Borrower is not a "governmental plan" within the meaning of Section 3(32) of ERISA, and
is not subject to state statutes regulating investments or fiduciary obligations with respect to governmental plans.



 


		5.19	No Fraudulent Transfer or Preference. No Borrower or Borrower Principal (a) has made, or
is making in connection with and as security for the Loan, a transfer of an interest in the property of Borrower or Borrower Principal
to or for the benefit of Lender or otherwise as security for any of the obligations under the Loan Documents which is or could
constitute a voidable preference under federal bankruptcy, state insolvency or similar applicable creditors’ rights laws,
or (b) has made, or is making in connection with the Loan, a transfer (including any transfer to or for the benefit of an insider
under an employment contract) of an interest of Borrower or any Borrower Principal in property which is or could constitute a voidable
preference under federal bankruptcy, state insolvency or similar applicable creditors’ rights laws, or (c) has incurred,
or is incurring in connection with the Loan, any obligation (including any obligation to or for the benefit of an insider under
an employment contract) which is or could constitute a fraudulent transfer under federal bankruptcy, state insolvency, or similar
applicable creditors’ rights laws.



 






    	Multifamily Loan and Security Agreement	Page 10



     


    

 


		5.20	No Insolvency or Judgment.



 


		(a)	No Pending Proceedings or Judgments. No Borrower or Borrower Principal is (i) the subject
of or a party to (other than as a creditor) any completed or pending bankruptcy, reorganization or insolvency proceeding, or (ii)
the subject of any judgment unsatisfied of record or docketed in any court located in the United States.



 


		(b)	Insolvency. Borrower is not presently insolvent, and the Loan will not render Borrower insolvent.
As used in this Section, the term “insolvent” means that the total of all of a Person’s liabilities (whether
secured or unsecured, contingent or fixed, or liquidated or unliquidated) is in excess of the value of all of the assets of the
Person that are available to satisfy claims of creditors.



 


		5.21	Working Capital. After the Loan is made, Borrower
intends to have sufficient working capital, including 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 (other than any balloon
payment due upon the maturity of the Loan). Lender acknowledges that no members or partners of Borrower or any Borrower Principal
will be obligated to contribute equity to Borrower for purposes of providing working capital to maintain the Mortgaged Property
or to pay Borrower’s outstanding debts except as may otherwise be required under their organizational documents.



 


		5.22	Cap Collateral. Reserved.



 


		5.23	Ground Lease. Reserved.



 


		5.24	Purpose of Loan. The purpose of the Loan is as indicated by the checked boxes below:



 


		 ̈	Refinance Loan: The Loan is a refinancing of existing indebtedness and, except to the extent
specifically required by Lender, there is to be no change in the ownership of either the Mortgaged Property or Borrower Principals.
The intended use of any cash received by Borrower from Lender, to the extent applicable, in connection with the refinancing has
been fully disclosed to Lender.



 


		x	Acquisition Loan – Mortgaged Property: All of the consideration given or received
or to be given or received in connection with the acquisition of the Mortgaged Property has been fully disclosed to Lender. The
Mortgaged Property was or will be purchased from RPG Glenridge LLC, a Delaware limited liability company (“Property Seller”).
No Borrower or Borrower Principal has or had, directly or indirectly (through a family member or otherwise), any interest in the
Property Seller and the acquisition of the Mortgaged Property is an arm’s-length transaction. To the best of Borrower’s
knowledge after due inquiry and investigation, the purchase price of the Mortgaged Property represents the fair market value of
the Mortgaged Property and Property Seller is not or will not be insolvent subsequent to the sale of the Mortgaged Property.



 






    	Multifamily Loan and Security Agreement	Page 11



     


    

 


		 ̈	Acquisition Loan – Membership Interests: All of the consideration given or received
or to be given or received in connection with the acquisition of 100% of the membership interests of the Borrower (“Membership
Interests”) has been fully disclosed to Lender. The Membership Interests were or will be purchased from _________________________________
(“Membership Interests Seller”). No Borrower Principal has or had, directly or indirectly (through a family
member or otherwise), any interest in the Membership Interests Seller and the acquisition of the Membership Interests is an arm’s-length
transaction. To the best of Borrower’s knowledge after due inquiry and investigation, the purchase price of the Membership
Interests represents the fair market value of the Membership Interests and Membership Interest Seller is not or will not be insolvent
subsequent to the sale of the Membership Interest.






 


		 ̈	Supplemental Loan: The Loan is a Supplemental Loan and, except to the extent specifically
required or approved by Lender, there has been no change in the ownership of either the Mortgaged Property or Borrower Principals
since the date of the Senior Note. The intended use of any cash received by Borrower from Lender, to the extent applicable, in
connection with the Supplemental Loan has been fully disclosed to Lender.



  


		 ̈	Cross-Collateralized/Cross-Defaulted Loan Pool: The Loan is part of a cross-collateralized/cross-defaulted
pool of loans described as follows:



 


____    being
simultaneously made to Borrower and/or Borrower’s Affiliates


 


____    made
previously to Borrower and/or Borrower’s Affiliates


 


The intended use of any cash received
by Borrower from Lender, to the extent applicable, in connection with the Loan and the other loans comprising the cross-collateralized/cross-defaulted
loan pool has been fully disclosed to Lender.


 


		5.25	through 5.39 are reserved.



 


		5.40	Recycled SPE Borrower. Reserved.



 


		5.41	Recycled SPE Equity Owner. Reserved.



 


		5.42	through 5.50 are Reserved.



 


		5.51	Survival. The representations and warranties set forth in this Loan Agreement will survive
until the Indebtedness is paid in full; however, the representations and warranties set forth in Section 5.05 will survive beyond
repayment of the entire Indebtedness, to the extent provided in Section 10.02(i).



 


		5.52	through 5.57 are Reserved.



 


		5.58	Prohibited Parties Lists; Economic Sanctions Laws. To the best of Borrower’s knowledge,
after due inquiry and investigation, none of (a) Borrower, (b) any Borrower Principal, (c) any Person with a collective
equity interest (whether direct or indirect) in Borrower of 25% or more, or (d) any Non-U.S. Equity Holder, is presently listed
or at any time has been listed on any Prohibited Parties List.



 






    	Multifamily Loan and Security Agreement	Page 12



     


    

 


		5.59	through 5.62 are Reserved.



 


		ARTICLE VI	BORROWER COVENANTS.



 


		6.01	Compliance with Laws. Borrower will comply with all laws, ordinances, rules, regulations
and requirements of any Governmental Authority having jurisdiction over the Mortgaged Property and all licenses and permits and
all recorded covenants and agreements relating to or affecting the Mortgaged Property, including all laws, ordinances, regulations,
requirements and covenants pertaining to health and safety, construction of improvements on the Mortgaged Property, Repairs, Capital
Replacements, fair housing, disability accommodation, zoning and land use, applicable building codes, special use permits and environmental
regulations, Leases and the maintenance and disposition of tenant security deposits. Borrower will take appropriate measures to
prevent, and will not engage in or knowingly permit, any illegal activities at the Mortgaged Property, including those that could
endanger tenants or visitors, result in damage to the Mortgaged Property, result in forfeiture of the Mortgaged Property, or otherwise
materially impair the Lien created by the Security Instrument or Lender’s interest in the Mortgaged Property. Borrower will
at all times maintain records sufficient to demonstrate compliance with the provisions of this Section 6.01.



 


		6.02	Compliance with Organizational Documents. Borrower will at all times comply with all laws,
regulations and requirements of any Governmental Authority relating to Borrower’s formation, continued existence and good
standing in its state of formation and, if different, in the Property Jurisdiction. Borrower will at all times comply with its
organizational documents, including its partnership agreement (if Borrower is a partnership), its by-laws (if Borrower is a corporation
or housing cooperative corporation or association) or its operating agreement (if Borrower is a limited liability company or tenancy-in-common).
If Borrower is a housing cooperative corporation or association, Borrower will at all times maintain its status as a “cooperative
housing corporation” as such term is defined in Section 216(b) of the Internal Revenue Code of 1986, as amended, or any successor
statute thereto.



 


		6.03	Use of Mortgaged Property.



 


		(a)	Unless required by applicable law, without the prior written consent of Lender, Borrower will not
take any of the following actions:



 


		(i)	Allow changes in the use for which all or any part of the Mortgaged Property is being used at the
time this Loan Agreement is executed.



 


		(ii)	Convert any individual dwelling units or common areas to commercial use.



 


		(iii)	Initiate a change in the zoning classification of the Mortgaged Property or acquiesce to a change
in the zoning classification of the Mortgaged Property.



 


		(iv)	Establish any condominium or cooperative regime with respect to the Mortgaged Property beyond any
which may be in existence on the date of this Loan Agreement.



 


		(v)	Combine all or any part of the Mortgaged Property with all or any part of a tax parcel which is
not part of the Mortgaged Property.



 






    	Multifamily Loan and Security Agreement	Page 13



     


    

 


		(vi)	Subdivide or otherwise split any tax parcel constituting all or any part of the Mortgaged Property.



 


		(vii)	Add to or change any location at which any of the Mortgaged Property is stored, held or located
unless Borrower (A) gives Notice to Lender within 30 days after the occurrence of such addition or change, (B) executes and delivers
to Lender any modifications of or supplements to this Loan Agreement that Lender may require, and (C) authorizes the filing of
any financing statement which may be filed in connection with this Loan Agreement, as Lender may require.



 


		(viii)	Convert, in whole or in part, any non-residential income producing units to non-income producing
units.



 


		(b)	Reserved.



 


		(c)	Notwithstanding anything contained in this Section to the contrary, if Borrower is a housing cooperative
corporation or association, Lender acknowledges and consents to Borrower’s use of the Mortgaged Property as a housing cooperative.



 


		6.04	Non-Residential Leases.



 


		(a)	Prohibited New Non-Residential Leases or Modified Non-Residential Leases. Except as set
forth in Section 6.04(b), Borrower will not enter into any New Non-Residential Lease, enter into any Modified Non-Residential Lease
or terminate any Non-Residential Lease (including any Non-Residential Lease in existence on the date of this Loan Agreement) without
the prior written consent of Lender.



 


		(b)	New Non-Residential Leases or Modified Non-Residential Leases for which Lender’s Consent
is Not Required. Lender’s consent will not be required for Borrower to enter into a Modified Non-Residential Lease or
a New Non-Residential Lease, provided that the Modified Non-Residential Lease or New Non-Residential Lease satisfies each of the
following requirements:



 


		(i)	The tenant under the New Non-Residential Lease or Modified Non-Residential Lease is not an Affiliate
of Borrower or any Guarantor.



 


		(ii)	The terms of the New Non-Residential Lease or Modified Non-Residential Lease are at least as favorable
to Borrower as those customary in the applicable market at the time Borrower enters into the New Non-Residential Lease or Modified
Non-Residential Lease.



 


		(iii)	The Rents paid to Borrower pursuant to the New Non-Residential Lease or Modified Non-Residential
Lease are not less than 90% of the rents paid to Borrower pursuant to the Non-Residential Lease, if any, for that portion of the
Mortgaged Property that was in effect prior to the New Non-Residential Lease or Modified Non-Residential Lease.



 


		(iv)	The term of the New Non-Residential Lease or Modified Non-Residential Lease, including any option
to extend, is 10 years or less.



 


		(v)	Any New Non-Residential Lease must provide that the space may not be used or operated, in whole
or in part, for any of the following:



 






    	Multifamily Loan and Security Agreement	Page 14



     


    

 


		(A)	The operation of a so-called “head shop” or other business devoted to the sale of articles
or merchandise normally used or associated with illegal or unlawful activities such as, but not limited to, the sale of paraphernalia
used in connection with marijuana or controlled drugs or substances.



 


		(B)	A gun shop, shooting gallery or firearms range.



 


		(C)	A so-called massage parlor or any business which sells, rents or permits the viewing of so-called
“adult” or pornographic materials such as, but not limited to, adult magazines, books, movies, photographs, sexual
aids, sexual articles and sex paraphernalia.



 


		(D)	Any use involving the sale or distribution of any flammable liquids, gases or other Hazardous Materials.



 


		(E)	An off-track betting parlor or arcade.



 


		(F)	A liquor store or other establishment whose primary business is the sale of alcoholic beverages
for off-site consumption.



 


		(G)	A burlesque or strip club.



 


		(H)	Any illegal activity.



 


		(vi)	The aggregate of the income derived from the space leased pursuant to the New Non-Residential Lease
accounts for less than 20% of the gross income of the Mortgaged Property on the date that Borrower enters into the New Non-Residential
Lease.



 


		(vii)	Such New Non-Residential Lease is not an oil or gas lease, pipeline agreement or other instrument
related to the production or sale of oil or natural gas.



 


		(c)	Executed Copies of Non-Residential Leases. Borrower will, without request by Lender, deliver
a fully executed copy of each Non-Residential Lease to Lender promptly after such Non-Residential Lease is signed.



 


		(d)	Subordination and Attornment Requirements. All Non-Residential Leases, regardless of whether
Lender’s consent or approval is required, will specifically include the following provisions:



 


		(i)	The Lease is subordinate to the Lien of the Security Instrument, with such subordination to be
self-executing.



 


		(ii)	The tenant will attorn to Lender and any purchaser at a foreclosure sale, such attornment to be
self-executing and effective upon acquisition of title to the Mortgaged Property by any purchaser at a foreclosure sale or by Lender
in any manner.



 


		(iii)	The tenant agrees to execute such further evidences of attornment as Lender or any purchaser at
a foreclosure sale may from time to time request.



 






    	Multifamily Loan and Security Agreement	Page 15



     


    

 


		(iv)	The tenant will, upon receipt of a written request from Lender following the occurrence of and
during the continuance of an Event of Default, pay all Rents payable under the Lease to Lender.



 


		(v)	Reserved.



 


		(vi)	Reserved.



 


		6.05	Prepayment of Rents. Borrower will not receive or accept Rent under any Lease (whether a
residential Lease or a Non-Residential Lease) for more than 2 months in advance.



 


		6.06	Inspection. 



 


		(a)	Right of Entry. Borrower will permit Lender, its agents, representatives and designees and
any interested Governmental Authority to make or cause to be made entries upon and inspections of the Mortgaged Property to inspect,
among other things: (i) Repairs, (ii) Capital Replacements, (iii) Restorations, (iv) Property Improvement Alterations, and (v)
any other Improvements, both in process and upon completion (including environmental inspections and tests performed by professional
inspection engineers) during normal business hours, or at any other reasonable time, upon reasonable Notice to Borrower if the
inspection is to include occupied residential units (which Notice need not be in writing). During normal business hours, or at
any other reasonable time, Borrower will also permit Lender to examine all books and records and contracts and bills pertaining
to the foregoing. Notice to Borrower will not be required in the case of an emergency, as determined in Lender’s Discretion,
or when an Event of Default has occurred and is continuing.



 


		(b)	Inspection of Mold. If Lender determines that Mold has or may have developed as a result
of a water intrusion event or leak, Lender, at Lender’s Discretion, may require that a professional inspector inspect the
Mortgaged Property to confirm whether Mold has developed and, if so, thereafter as frequently as Lender determines is necessary
until any issue with Mold and its cause(s) are resolved to Lender’s satisfaction. Such inspection will be limited to a visual
and olfactory inspection of the area that has experienced the Mold, water intrusion event or leak. Borrower will be responsible
for the cost of each such professional inspection and any remediation deemed to be necessary as a result of the professional inspection.
After any issue with Mold is remedied to Lender’s satisfaction, Lender will not require a professional inspection any more
frequently than once every 3 years unless Lender otherwise becomes aware of Mold as a result of a subsequent water intrusion event
or leak.



 


		(c)	Certification in Lieu of Inspection. If Lender or Loan Servicer determines not to conduct
an annual inspection of the Mortgaged Property, and in lieu thereof Lender requests a certification, Borrower will provide to Lender
a factually correct certification, each year that the annual inspection is waived, to the following effect:



 


Borrower has not received any written
complaint, notice, letter or other written communication from any tenant, Property Manager or governmental authority regarding
mold, fungus, microbial contamination or pathogenic organisms (“Mold”) or any activity, condition, event or omission
that causes or facilitates the growth of Mold on or in any part of the Mortgaged Property or, if Borrower has received any such
written complaint, notice, letter or other written communication, that Borrower has investigated and determined that no Mold activity,
condition or event exists or alternatively has fully and properly remediated such activity, condition, event or omission in compliance
with the Moisture Management Plan for the Mortgaged Property.


 






    	Multifamily Loan and Security Agreement	Page 16



     


    

 


If Borrower is unwilling
or unable to provide such certification, Lender may require a professional inspection of the Mortgaged Property at Borrower’s
expense.


 


		6.07	Books and Records; Financial Reporting.



 


		(a)	Delivery of Books and Records. Borrower will keep and maintain at all times at the Mortgaged
Property or the Property Manager’s office, and upon Lender’s request will make available at the Mortgaged Property
(or, at Borrower’s option, at the Property Manager’s office), 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, in accordance with
GAAP consistently applied (or such other method which is reasonably acceptable to Lender), and copies of all written contracts,
Leases, and other instruments which affect the Mortgaged Property. The books, records, contracts, Leases and other instruments
will be subject to examination and inspection by Lender at any reasonable time.



 


		(b)	Delivery of Statement of Income and Expenses; Rent Schedule and Other Statements. Borrower
will furnish to Lender each of the following:



 


		(i)	Within 25 days after the end of each calendar quarter prior to Securitization and within 35 days
after each calendar quarter after Securitization, each of the following:



 


		(A)	A Rent Schedule dated no earlier than the date that is 5 days prior to the end of such quarter.



 


		(B)	A statement of income and expenses for Borrower’s operation of the Mortgaged Property that
is either of the following:



 


		(1)	For the 12 month period ending on the last day of such quarter.



 


		(2)	If at the end of such quarter Borrower or any Affiliate of Borrower has owned the Mortgaged Property
for less than 12 months, for the period commencing with the acquisition of the Mortgaged Property by Borrower or its Affiliate,
and ending on the last day of such quarter.



 


		(C)	When requested by Lender, a balance sheet showing all assets and liabilities of Borrower relating
to the Mortgaged Property as of the end of that fiscal quarter.



 


		(ii)	Within 90 days after the end of each fiscal year of Borrower, each of the following:



 






    	Multifamily Loan and Security Agreement	Page 17



     


    

 


		(A)	An annual statement of income and expenses for Borrower’s operation of the Mortgaged Property
for that fiscal year.



 


		(B)	A balance sheet showing all assets and liabilities of Borrower relating to the Mortgaged Property
as of the end of that fiscal year and a profit and loss statement for Borrower.



 


		(C)	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.



 


		(iii)	Within 30 days after the date of filing, copies of all tax returns filed by Borrower.



 


		(c)	Delivery of Borrower Financial Statements Upon Request. Borrower will furnish to Lender
each of the following:



 


		(i)	Upon Lender’s request, in Lender’s sole and absolute discretion prior to a Securitization,
and thereafter upon Lender’s request in Lender’s Discretion, a monthly Rent Schedule and a monthly statement of income
and expenses for Borrower’s operation of the Mortgaged Property, in each case within 25 days after the end of each month.



 


		(ii)	Upon Lender’s request in Lender’s sole and absolute discretion prior to a Securitization,
and thereafter upon Lender’s request in Lender’s Discretion, within 10 days after such a request from Lender, each
of the following:



 


		(A)	a statement that identifies all owners of any interest in Borrower and any Designated Entity for
Transfers and the interest held by each (unless Borrower or any Designated Entity for Transfers is a publicly-traded entity in
which case such statement of ownership will not be required), and if Borrower or a Designated Entity for Transfers is a corporation
then all officers and directors of Borrower and the Designated Entity for Transfers, and if Borrower or a Designated Entity for
Transfers is a limited liability company then all non-member Managers.



 


		(B)	To the extent not included in the statement provided under Section 6.07(c)(ii)(A), a statement
that identifies (1) all Persons with a collective equity interest (whether direct or indirect) of 25% or more in Borrower,
and (2) all Non-U.S. Equity Holders.



 


		(iii)	Upon Lender’s request in Lender’s Discretion, such other financial information or property
management information (including information on tenants under Leases to the extent such information is available to Borrower,
copies of bank account statements from financial institutions where funds owned or controlled by Borrower are maintained, and an
accounting of security deposits) as may be required by Lender from time to time, in each case within 30 days after such request.



 






    	Multifamily Loan and Security Agreement	Page 18



     


    

 


		(iv)	Upon Lender’s request in Lender’s Discretion, a monthly property management report
for the Mortgaged Property, showing the number of inquiries made and rental applications received from tenants or prospective tenants
and deposits received from tenants and any other information requested by Lender within 30 days after such request. However, Lender
will not require the foregoing more frequently than quarterly except when there has been an Event of Default and such Event of
Default is continuing, in which case Lender may require Borrower to furnish the foregoing more frequently.



 


		(d)	Form of Statements; Audited Financials. A natural person having authority to bind Borrower
(or the SPE Equity Owner or Guarantor, as applicable) will certify each of the statements, schedules and reports required by Sections
6.07(b), 6.07(c) and 6.07(f) to be complete and accurate. Each of the statements, schedules and reports required by Sections 6.07(b),
6.07(c) and 6.07(f) will be in such form and contain such detail as Lender may reasonably require. Lender also may require that
any of the statements, schedules or reports listed in Sections 6.07(b), 6.07(c) and 6.07(f) be audited at Borrower’s expense
by independent certified public accountants acceptable to Lender, at any time when an Event of Default has occurred and is continuing
or at any time that Lender, in its reasonable judgment, determines that audited financial statements are required for an accurate
assessment of the financial condition of Borrower or of the Mortgaged Property.



 


		(e)	Failure to Timely Provide Financial Statements. If Borrower fails to provide in a timely
manner the statements, schedules and reports required by Sections 6.07(b), 6.07(c) and 6.07(f), Lender will give Notice to Borrower
specifying the statements, schedules and reports required by Sections 6.07(b), 6.07(c) and 6.07(f) that Borrower has failed to
provide. If Borrower has not provided the required statements, schedules and reports within 10 Business Days following such Notice,
then (i) Borrower will pay a late fee of $500 for each late statement, schedule or report, plus an additional $500 per month that
any such statement, schedule or report continues to be late, and (ii) Lender will have the right to have Borrower’s books
and records audited, at Borrower’s expense, by independent certified public accountants selected by Lender in order to obtain
such statements, schedules and reports, and all related costs and expenses of Lender will become immediately due and payable and
will become an additional part of the Indebtedness as provided in Section 9.02. Notice to Borrower of Lender’s exercise of
its rights to require an audit will not be required in the case of an emergency, as determined in Lender’s Discretion, or
when an Event of Default has occurred and is continuing.



 


		(f)	Delivery of Guarantor and SPE Equity Owner Financial Statements. Borrower will cause Guarantor
and/or SPE Equity Owner to deliver each of the following to Lender within 10 Business Days following Lender’s request:



 


		(i)	Guarantor’s or SPE Equity Owner’s (as applicable) balance sheet and profit and loss
statement as of the end of (A) the quarter that ended at least 30 days prior to the due date of the requested items, and/or
(B) the fiscal year that ended at least 90 days prior to the due date of the requested items.



 


		(ii)	Other Guarantor or SPE Equity Owner (as applicable) financial statements as Lender may reasonably
require.



 






    	Multifamily Loan and Security Agreement	Page 19



     


    

 


		(iii)	Written updates on the status of all litigation proceedings that Guarantor or SPE Equity Owner
(as applicable) disclosed or should have disclosed to Lender as of the Closing Date.



 


		(iv)	If an Event of Default has occurred and is continuing, copies of Guarantor’s or SPE Equity
Owner’s (as applicable) most recent filed state and federal tax returns, including any current tax return extensions.



 


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



 


		(h)	Credit Reports. Borrower authorizes Lender to obtain a credit report on Borrower at any
time.



 


		(i)	Reserved.



 


		6.08	Taxes; Operating Expenses; Ground Rents.



 


		(a)	Payment of Taxes and Ground Rent. Subject to the provisions of Sections 6.08(c) and (d),
Borrower will pay or cause to be paid (i) all Taxes when due and before the addition of any interest, fine, penalty or cost for
nonpayment, and (ii) if Borrower’s interest in the Mortgaged Property is as a Ground Lessee, then the monthly or other periodic
installments of Ground Rent before the last date upon which each such installment may be made without penalty or interest charges
being added.



 


		(b)	Payment of Operating Expenses. Subject to the provisions of Section 6.08(c), Borrower will
(i) pay the expenses of operating, managing, maintaining and repairing the Mortgaged Property (including utilities, Repairs and
Capital Replacements) before the last date upon which each such payment may be made without any penalty or interest charge being
added, and (ii) pay Insurance premiums at least 30 days prior to the expiration date of each policy of Insurance, unless applicable
law specifies some lesser period.



 


		(c)	Payment of Impositions and Reserve Funds. If Lender is collecting Imposition Reserve Deposits
pursuant to Article IV, then so long as no Event of Default exists, Borrower will not be obligated to pay any Imposition for which
Imposition Reserve Deposits are being collected, whether Taxes, Insurance premiums, Ground Rent (if applicable) or any other individual
Impositions, but only to the extent that sufficient Imposition Reserve Deposits are held by Lender for the purpose of paying that
specific Imposition and Borrower has timely delivered to Lender any bills or premium notices that it has received with respect
to that specific Imposition (other than Ground Rent). Lender will have no liability to Borrower for failing to pay any Impositions
to the extent that: (i) any Event of Default has occurred and is continuing, (ii) insufficient Imposition Reserve Deposits are
held by Lender at the time an Imposition becomes due and payable, or (iii) Borrower has failed to provide Lender with bills and
premium notices as provided in this Section.



 


		(d)	Right to Contest. Borrower, at its own expense, may contest by appropriate legal proceedings,
conducted diligently and in good faith, the amount or validity of any Imposition other than Insurance premiums and Ground Rent
(if applicable), if: (i) Borrower notifies Lender of the commencement or expected commencement of such proceedings, (ii) the Mortgaged
Property is not in danger of being sold or forfeited, (iii) if Borrower has not already paid the Imposition, Borrower deposits
with Lender reserves sufficient to pay the contested Imposition, if requested by Lender, and (iv) Borrower furnishes whatever additional
security is required in the proceedings or is reasonably requested by Lender, which may include the delivery to Lender of reserves
established by Borrower to pay the contested Imposition.



 






    	Multifamily Loan and Security Agreement	Page 20



     


    

 


		6.09	Preservation, Management and Maintenance of Mortgaged Property.



 


		(a)	Maintenance of Mortgaged Property; No Waste. Borrower will keep the Mortgaged Property in
good repair, including the replacement of Personalty and Fixtures with items of equal or better function and quality. Borrower
will not commit waste or permit impairment or deterioration of the Mortgaged Property.



 


		(b)	Abandonment of Mortgaged Property. Borrower will not abandon the Mortgaged Property.



 


		(c)	Preservation of Mortgaged Property. Borrower will 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 such other condition
as Lender may approve in writing, whether or not Insurance proceeds or Condemnation awards are available to cover any costs of
such Restoration or repair; provided, however, that Borrower will not be obligated to perform such Restoration or repair if (i)
no Event of Default has occurred and is continuing, and (ii) Lender has elected to apply any available Insurance proceeds and/or
Condemnation awards to the payment of Indebtedness pursuant to Section 6.10(l) or Section 6.11(d).



 


		(d)	Property Management. Borrower will provide for professional management of the Mortgaged
Property by the Property Manager at all times under a property management agreement approved by Lender in writing. Borrower will
not surrender, terminate, cancel, modify, renew or extend its property management agreement, or enter into any other agreement
relating to the management or operation of the Mortgaged Property with Property Manager or any other Person, or consent to the
assignment by the Property Manager of its interest under such property management agreement, in each case without the consent of
Lender, which consent will not be unreasonably withheld.



 


		(i)	If at any time Lender consents to the appointment of a new Property Manager, such new Property
Manager and Borrower will, as a condition of Lender’s consent, execute an Assignment of Management Agreement in a form acceptable
to Lender.



 


		(ii)	If any such replacement Property Manager is an Affiliate of Borrower, and if a nonconsolidation
opinion was delivered on the Closing Date, Borrower will deliver to Lender an updated nonconsolidation opinion in form and substance
satisfactory to Lender with regard to nonconsolidation.



 


		(iii)	Reserved.



 


		(e)	Alteration of Mortgaged Property. Borrower will give Notice to Lender of and, unless otherwise
directed in writing by Lender, will appear in and defend any action or proceeding purporting to affect the Mortgaged Property,
Lender’s security or Lender’s rights under this Loan Agreement. Borrower will not (and will not permit any tenant or
other Person to) remove, demolish or alter the Mortgaged Property or any part of the Mortgaged Property, including any removal,
demolition or alteration occurring in connection with a rehabilitation of all or part of the Mortgaged Property, except that each
of the following is permitted:



 






    	Multifamily Loan and Security Agreement	Page 21



     


    

 


		(i)	Repairs or Capital Replacements in accordance with the terms and conditions of this Loan Agreement.



 


		(ii)	Any repairs or replacements made in connection with the replacement of tangible Personalty.



 


		(iii)	If Borrower is a cooperative housing corporation or association, repairs or replacements to the
extent permitted with respect to individual dwelling units under the form of a proprietary lease or occupancy agreement.



 


		(iv)	Any repairs or replacements in connection with making an individual unit ready for a new occupant
or pursuant to Sections 6.09(a) and (c).



 


		(v)	Property Improvement Alterations, provided that each of the following conditions is satisfied:



 


		(A)	At least 30 days prior to the commencement of any Property Improvement Alterations, Borrower must
submit to Lender a Property Improvement Notice. The Property Improvement Notice must include all of the following information:



 


		(1)	The expected start date and completion date of the Property Improvement Alterations.



 


		(2)	A description of the anticipated Property Improvement Alterations to be made.



 


		(3)	The projected budget of the Property Improvement Alterations and the source of funding.



 


If any changes to Property Improvement
Alterations as described in the Property Improvement Notice are made that extend beyond the overall scope and intent of the Property
Improvement Alterations set forth in the Property Improvement Notice (e.g., renovations changed to renovate common areas
but Property Improvement Notice only described renovations to the residential dwelling unit bathrooms), then Borrower must submit
a new Property Improvement Notice to Lender in accordance with this Section 6.09(e)(v)(A).


 


		(B)	The Property Improvement Alterations may not be commenced within 12 months prior to the Maturity
Date without prior written consent of the Lender and must be completed at least 6 months prior to the Maturity Date.



 


		(C)	Neither the performance nor completion of the Property Improvement Alterations may result in any
of the following:



 


		(1)	An adverse effect on any Major Building System.



 






    	Multifamily Loan and Security Agreement	Page 22



     


    

 


		(2)	A change in residential dwelling unit configurations on a permanent basis.



 


		(3)	An increase or decrease in the total number of residential dwelling units.



 


		(4)	The demolition of any existing Improvements.



 


		(5)	A permanent obstruction of tenants’ access to units or a temporary obstruction of tenants’
access to units without a reasonable alternative access provided during the period of renovation which causes the obstruction.



 


		(D)	The cost of the Property Improvement Alterations made to residential dwelling units during the
term of the Mortgage must not exceed the Property Improvement Total Amount.



 


		(E)	The Leases used to calculate Minimum Occupancy for use in Section 6.09(e)(v)(I) must meet all of
the following conditions:



 


		(1)	The Leases are with tenants that are not Affiliates of Borrower or Guarantor (except as otherwise
expressly agreed by Lender in writing).



 


		(2)	The Leases are on arms’ length terms and conditions.



 


		(3)	The Leases otherwise satisfy the requirements of the Loan Documents.



 


		(F)	The Property Improvement Alterations must be completed in accordance with Section 6.14 and any
reference to Repairs in Sections 6.06 and 6.14 will be deemed to include Property Improvement Alterations.



 


		(G)	Upon completion of the applicable Property Improvement Alterations, Borrower must provide all of
the following to the Lender:



 


		(1)	Borrower’s Certificate of Property Improvement Alterations Completion, in the form attached
as Exhibit O (“Certificate of Completion”).



 


		(2)	Any other certificates or approval, acceptance or compliance required by Lender, including certificates
of occupancy, from any Governmental Authority having jurisdiction over the Mortgaged Property and the Property Improvement Alterations
and professional engineers certifications.



 


		(H)	Borrower must deliver to Lender within 10 days of Lender’s request a written status update
on the Property Improvement Alterations.



 


		(I)	While Property Improvement Alterations that result in individual residential dwelling units not
being available for leasing are ongoing, if a Rent Schedule shows that the occupancy of the Mortgaged Property has decreased to
less than the Minimum Occupancy, Borrower must take each of the following actions:



 






    	Multifamily Loan and Security Agreement	Page 23



     


    

 


		(1)	Complete all pending Property Improvement Alterations to such individual residential dwelling units
in a timely manner until the Mortgaged Property satisfies the Minimum Occupancy requirement.



 


		(2)	Suspend any additional Property Improvement Alterations which would cause residential dwelling
units to be unavailable for leasing until the Mortgaged Property satisfies the Minimum Occupancy requirement.



 


		(J)	If Borrower has commenced Property Improvement Alterations on the Mortgaged Property, then Borrower
will deliver to Lender, upon Lender’s request, and in a timely manner, the Certificate of Completion together with such additional
information as Lender may request.



 


		(K)	At no time during the term of the Loan may the Property Improvement Total Amount (including any
amounts expended by Borrower on Property Improvement Alterations for Non-Residential Units) then outstanding for services and/or
materials that are then due and payable exceed 10% of the original principal loan amount; provided that at no time will
such amount exceed the Property Improvement Total Amount. 



 


		(vi)	Reserved.



 


		(vii)	Reserved.



 


		(viii)	Reserved.



 


		(f)	Establishment of MMP. Unless otherwise waived by Lender in writing, Borrower will have or
will establish and will adhere to the MMP. If Borrower is required to have an MMP, Borrower will keep all MMP documentation at
the Mortgaged Property or at the Property Manager’s office and available for review by Lender or the Loan Servicer during
any annual assessment or other inspection of the Mortgaged Property that is required by Lender. At a minimum, the MMP must contain
a provision for: (i) staff training, (ii) information to be provided to tenants, (iii) documentation of the plan, (iv) the appropriate
protocol for incident response and remediation, and (v) routine, scheduled inspections of common space and unit interiors.



 


		(g)	No Reduction of Housing Cooperative Charges. If Borrower is a housing cooperative corporation
or association, until the Indebtedness is paid in full, Borrower will not reduce the maintenance fees, charges or assessments payable
by shareholders or residents under proprietary leases or occupancy agreements below a level which is sufficient to pay all expenses
of Borrower, including all operating and other expenses for the Mortgaged Property and all payments due pursuant to the terms of
the Note and any Loan Documents.



 


		(h)	through (l) are reserved.



 






    	Multifamily Loan and Security Agreement	Page 24



     


    

 


		6.10	Insurance. At all times during the term of this Loan Agreement, Borrower will maintain at
its sole cost and expense, for the mutual benefit of Borrower and Lender, all of the Insurance specified in this Section 6.10,
as required by Lender and applicable law, and in such amounts and with such maximum deductibles as Lender may require, as those
requirements may change:



 


		(a)	Property Insurance. Borrower will keep the Improvements insured at all times against relevant
physical hazards that may cause damage to the Mortgaged Property as Lender may require (“Property Insurance”).
Required Property Insurance coverage may include any or all of the following:



 


		(i)	All Risks of Physical Loss. Insurance against loss or damage from fire, wind, hail, and
other related perils within the scope of a “Special Causes of Loss” or “All Risk” policy, in an amount
not less than the Replacement Cost of the Mortgaged Property.



 


		(ii)	Ordinance and Law. If any part of the Mortgaged Property is legal non-conforming under current
building, zoning or land use laws or ordinances, then “Ordinance and Law Coverage” in the amount required by Lender.



 


		(iii)	Flood. If any of the Improvements are located in an area identified by the Federal Emergency
Management Agency (or any successor to that agency) as a “Special Flood Hazard Area,” flood Insurance in the amount
required by Lender.



 


		(iv)	Windstorm. If windstorm and/or windstorm related perils and/or “named storm”
are excluded from the “Special Causes of Loss” policy required under Section 6.10(a)(i), then separate coverage for
such risks (“Windstorm Coverage”), either through an endorsement or a separate policy. Windstorm Coverage will
be written in an amount not less than the Replacement Cost of the Mortgaged Property.



 


		(v)	Boiler and Machinery/Equipment Breakdown. If the Mortgaged Property contains a central heating,
ventilation and cooling system (“HVAC System”) where steam boilers and/or other pressurized systems are in operation
and are regulated by the Property Jurisdiction, Insurance providing coverage in the amount required by Lender.



 


		(vi)	Builder’s Risk. During any period of construction or Restoration, builder’s
risk Insurance (including fire and other perils within the scope of a policy known as “Causes of Loss – Special Form”
or “All Risk” policy) in an amount not less than the sum of the related contractual arrangements.



 


		(vii)	Other. Insurance for other physical perils applicable to the Mortgaged Property as may be
required by Lender including earthquake, sinkhole, mine subsidence, avalanche, mudslides, and volcanic eruption. If Lender reasonably
requires any updated reports or other documentation to determine whether additional Insurance is necessary or prudent, Borrower
will pay for the updated reports or other documentation at its sole cost and expense.



 


		(viii)	Reserved.



 


		(ix)	Reserved.



 






    	Multifamily Loan and Security Agreement	Page 25



     


    

 


		(b)	Business Income/Rental Value. Business income/rental value Insurance for all relevant perils
to be covered in the amount required by Lender, but in no case less than the effective gross income attributable to the Mortgaged
Property for the preceding 12 months, as determined by Lender in Lender’s Discretion.



 


		(c)	Commercial General Liability Insurance. Commercial general liability Insurance against legal
liability claims for personal and bodily injury, property damage and contractual liability in such amounts and with such maximum
deductibles as Lender may require, but not less than $1,000,000 per occurrence and $2,000,000 in the general aggregate on a per-location
basis, plus excess and/or umbrella liability coverage in such amounts as Lender may require.



 


		(d)	Terrorism Insurance. Insurance required under Section 6.10(a)(i) and (ii) and Section
6.10(b) will provide coverage for acts of terrorism. Terrorism coverage may be provided through one or more separate policies,
which will be on terms (including amounts) consistent with those required under Section 6.10(a)(i) and (ii) and Section 6.10(b).
If Insurance against acts of terrorism is not available at commercially reasonable rates and if the related hazards are not at
the time commonly insured against for properties similar to the Mortgaged Property and located in or around the region in which
the Mortgaged Property is located, then Lender may opt to temporarily suspend, cap or otherwise limit the requirement to have such
terrorism insurance for a period not to exceed one year, unless such suspension or cap is renewed by Lender for additional one
year increments.



 


		(e)	Payment of Premiums. All Property Insurance premiums and premiums for other Insurance required
under this Section 6.10 will be paid in the manner provided in Article IV, unless Lender has designated in writing another
method of payment.



 


		(f)	Policy Requirements. The following requirements apply with respect to all Insurance required
by this Section 6.10:



 


		(i)	All Insurance policies will be in a form approved by Lender.



 


		(ii)	All Insurance policies will be issued by Insurance companies authorized to do business in the Property
Jurisdiction and/or acting as eligible surplus insurers in the Property Jurisdiction, which have a general policyholder’s
rating satisfactory to Lender.



 


		(iii)	All Property Insurance policies will contain a standard mortgagee or mortgage holder’s clause
and a loss payable clause, in favor of, and in a form approved by, Lender.



 


		(iv)	If any Insurance policy contains a coinsurance clause, the coinsurance clause will be offset by
an agreed amount endorsement in an amount not less than the Replacement Cost.



 


		(v)	All commercial general liability and excess/umbrella liability policies will name Lender, its successors
and/or assigns, as additional insured.



 


		(vi)	Professional liability policies will not include Lender, its successors and/or assigns, as additional
insured.



 


		(vii)	All Insurance policies will provide that the insurer will notify Lender in writing of cancelation
of policies at least 10 days before the cancelation of the policy by the insurer for nonpayment of the premium or nonrenewal and
at least 30 days before cancelation by the insurer for any other reason.



 






    	Multifamily Loan and Security Agreement	Page 26



     


    

 


		(g)	Evidence of Insurance; Insurance Policy Renewals. Borrower will deliver to Lender a legible
copy of each Insurance policy, and Borrower will promptly deliver to Lender a copy of all renewal and other notices received by
Borrower with respect to the policies. Borrower will ensure that the Mortgaged Property is continuously covered by the required
Insurance. At least 15 days prior to the expiration date of each Insurance policy, Borrower will deliver to Lender evidence
acceptable to Lender in Lender’s Discretion that each policy has been renewed. If the evidence of a renewal does not include
a legible copy of the renewal policy, Borrower will deliver a legible copy of such renewal no later than the earlier of the following:



 


		(i)	60 days after the expiration date of the original policy.



 


		(ii)	The date of any Notice of an insured loss given to Lender under Section 6.10(i).



 


		(h)	Compliance With Insurance Requirements. Borrower will comply with all Insurance requirements
and will not permit any condition to exist on the Mortgaged Property that would invalidate any part of any Insurance coverage required
under this Loan Agreement.



 


		(i)	Obligations Upon Casualty; Proof of Loss.



 


		(i)	If an insured loss occurs, then Borrower will give immediate written notice to the Insurance carrier
and to Lender.



 


		(ii)	Borrower authorizes and appoints Lender as attorney in fact for Borrower to make proof of loss,
to adjust and compromise any claims under policies of Property Insurance, to appear in and prosecute any action arising from such
Property Insurance policies, to collect and receive the proceeds of Property Insurance, to hold the proceeds of Property Insurance,
and to deduct from such proceeds Lender’s expenses incurred in the collection of such proceeds. This power of attorney is
coupled with an interest and therefore is irrevocable. However, nothing contained in this Section 6.10 will require Lender
to incur any expense or take any action.



 


		(j)	Lender’s Options Following a Casualty. Lender may, at Lender’s option, take
one of the following actions:



 


		(i)	Require a “repair or replacement” settlement, in which case the proceeds will be used
to reimburse Borrower for the cost of restoring and repairing the Mortgaged Property to the equivalent of its original condition
or to a condition approved by Lender (“Restoration”). If Lender determines to require a repair or replacement
settlement and to apply Insurance proceeds to Restoration, Lender will apply the proceeds in accordance with Lender’s then-current
policies relating to the Restoration of casualty damage on similar multifamily properties. If Lender, in Lender’s Discretion,
retains a professional inspection engineer or other qualified third party to inspect any Restoration items, Lender may charge Borrower
an amount sufficient to pay all reasonable costs and expenses charged by such third party inspector.



 






    	Multifamily Loan and Security Agreement	Page 27



     


    

 


		(ii)	Require an “actual cash value” settlement in which case the proceeds may be applied
to the payment of the Indebtedness, whether or not then due.



 


		(k)	Borrower’s Options Following a Casualty. Subject to Section 6.10(l), Borrower
may take the following actions:



 


		(i)	If a casualty results in damage to the Mortgaged Property for which the cost of Repairs will be
less than the Borrower Proof of Loss Threshold, Borrower will have the sole right to make proof of loss, adjust and compromise
the claim and collect and receive any proceeds directly without the approval or prior consent of Lender so long as the Insurance
proceeds are used solely for the Restoration of the Mortgaged Property.



 


		(ii)	If a casualty results in damage to the Mortgaged Property for which the cost of Repairs will be
more than the Borrower Proof of Loss Threshold, but less than the Borrower Proof of Loss Maximum, Borrower is authorized to make
proof of loss and adjust and compromise the claim without the prior consent of Lender, and Lender will hold the applicable Insurance
proceeds to be used to reimburse Borrower for the cost of Restoration of the Mortgaged Property and will not apply such proceeds
to the payment of the Indebtedness.



 


		(l)	Lender’s Right to Apply Insurance Proceeds to Indebtedness. Lender will have the right
to apply Insurance proceeds to the payment of the Indebtedness if Lender determines, in Lender’s Discretion, that any of
the following conditions are met:



 


		(i)	An Event of Default (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)	There will not be sufficient funds from Insurance proceeds, anticipated contributions of Borrower
of its own funds or other sources acceptable to Lender to complete the Restoration.



 


		(iii)	The rental income from the Mortgaged Property after completion of the Restoration will not be sufficient
to meet all operating costs and other expenses, deposits to Reserve Funds and Loan repayment obligations relating to the Mortgaged
Property.



 


		(iv)	The Restoration will be completed less than (A) 6 months prior to the Maturity Date if re-leasing
will be completed prior to the Maturity Date, or (B) 12 months prior to the Maturity Date if re-leasing will not be completed
prior to the Maturity Date.



 


		(v)	The Restoration will not be completed within one year after the date of the loss or casualty.



 


		(vi)	The casualty involved an actual or constructive loss of more than 30% of the fair market value
of the Mortgaged Property, and rendered untenantable more than 30% of the residential units of the Mortgaged Property.



 


		(vii)	After completion of the Restoration the fair market value of the Mortgaged Property is expected
to be less than the fair market value of the Mortgaged Property immediately prior to such casualty (assuming the affected portion
of the Mortgaged Property is re-let within a reasonable period after the date of such casualty).



 


		(viii)	Leases covering less than 35% of the residential units of the Mortgaged Property will remain in
full force and effect during and after the completion of Restoration.



 






    	Multifamily Loan and Security Agreement	Page 28



     


    

 


		(m)	Lender’s Succession to Insurance Policies. If the Mortgaged Property is sold at a
foreclosure sale or Lender acquires title to the Mortgaged Property, Lender will automatically succeed to all rights of Borrower
in and to any Insurance policies and unearned Insurance premiums and in and to the proceeds resulting from any damage to the Mortgaged
Property prior to such sale or acquisition.



 


		(n)	Payment of Installments After Application of Insurance Proceeds. Unless Lender otherwise
agrees in writing, any application of any Insurance proceeds to the Indebtedness will not extend or postpone the due date of any
monthly installments referred to in the Note, Article IV of this Loan Agreement or change the amount of such installments.



 


		(o)	Assignment of Insurance Proceeds. Borrower agrees to execute such further evidence of assignment
of any Insurance proceeds as Lender may require.



 


		(p)	Borrower Acknowledgment of Lender’s Right to Change Insurance Requirements. Borrower
acknowledges and agrees that Lender’s Insurance requirements may change from time to time throughout the term of the Indebtedness
to include coverage for the kind of risks customarily insured against and in such minimum coverage amounts and maximum deductibles
as are generally required by institutional lenders for properties comparable to the Mortgaged Property.



 


		6.11	Condemnation.



 


		(a)	Rights Generally. Borrower will promptly notify Lender in writing of any action or proceeding
or notice relating to any proposed or actual condemnation or other taking, or conveyance in lieu thereof, of all or any part of
the Mortgaged Property, whether direct or indirect (“Condemnation”). Borrower will appear in and prosecute or
defend any action or proceeding relating to any Condemnation unless otherwise directed by Lender in writing. Borrower authorizes
and appoints Lender as attorney in fact for Borrower to commence, appear in and prosecute, in Lender’s or Borrower’s
name, any action or proceeding relating to any Condemnation and to settle or compromise any claim in connection with any Condemnation,
after consultation with Borrower and consistent with commercially reasonable standards of a prudent lender. This power of attorney
is coupled with an interest and therefore is irrevocable. However, nothing contained in this Section 6.11(a) will require Lender
to incur any expense or take any action. Borrower transfers and assigns to Lender all right, title and interest of Borrower in
and to any award or payment with respect to (i) any Condemnation, or any conveyance in lieu of Condemnation, and (ii) any damage
to the Mortgaged Property caused by governmental action that does not result in a Condemnation.



 


		(b)	Application of Award. Lender may hold such awards or proceeds and apply such awards
or proceeds, after the deduction of Lender’s expenses incurred in the collection of such amounts (including Attorneys’
Fees and Costs) at Lender’s option, to the Restoration or repair of the Mortgaged Property or to the payment of the Indebtedness,
with the balance, if any, to Borrower. Unless Lender otherwise agrees in writing, any application of any awards or proceeds to
the Indebtedness will not extend or postpone the due date of any monthly installments referred to in the Note or Article IV of
this Loan Agreement, or change the amount of such installments. Borrower agrees to execute such further evidence of assignment
of any Condemnation awards or proceeds as Lender may require.



 






    	Multifamily Loan and Security Agreement	Page 29



     


    

 


		(c)	Borrower’s Right to Condemnation Proceeds. Notwithstanding any provision to the contrary
in this Section 6.11, but subject to Section 6.11(e), in the event of a partial Condemnation of the Mortgaged Property, as long
as no Event of Default, 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, in the event of a partial Condemnation resulting in proceeds or awards in the amount
of less than $100,000, Borrower will have the sole right to make proof of loss, adjust and compromise the claim and collect and
receive any proceeds directly without the approval or prior consent of Lender so long as the proceeds or awards are used solely
for the Restoration of the Mortgaged Property.



 


		(d)	Right to Apply Condemnation Proceeds to Indebtedness. In the event of a partial Condemnation
of the Mortgaged Property resulting in proceeds or awards in the amount of $100,000 or more and subject to Section 6.11(e), Lender
will have the right to exercise its option to apply Condemnation proceeds to the payment of the Indebtedness only if Lender, in
Lender’s Discretion, determines that at least one of the following conditions is met:



 


		(i)	An Event of Default (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)	There will not be sufficient funds from Condemnation proceeds, anticipated contributions of Borrower
of its own funds or other sources acceptable to Lender to complete the Restoration.



 


		(iii)	The rental income from the Mortgaged Property after completion of the Restoration will not be sufficient
to meet all operating costs and other expenses, deposits to Reserve Funds and Loan repayment obligations relating to the Mortgaged
Property.



 


		(iv)	The Restoration will not be completed at least one year before the Maturity Date (or 6 months before
the Maturity Date if re-leasing of the Mortgaged Property will be completed within such 6 month period).



 


		(v)	The Restoration will not be completed within one year after the date of the Condemnation.



 


		(vi)	The Condemnation involved an actual or constructive loss of more than 15% of the fair market value
of the Mortgaged Property, and rendered untenantable more than 25% of the residential units of the Mortgaged Property.



 


		(vii)	After Restoration the fair market value of the Mortgaged Property is expected to be less than the
fair market value of the Mortgaged Property immediately prior to the Condemnation (assuming the affected portion of the Mortgaged
Property is re-let within a reasonable period after the date of the Condemnation).



 






    	Multifamily Loan and Security Agreement	Page 30



     


    

 


		(viii)	Leases covering less than 35% of residential units of the Mortgaged Property will remain in full
force and effect during and after the completion of Restoration.



 


		(e)	Right to Apply Condemnation Proceeds in Connection with a Partial Release. Notwithstanding
anything to the contrary set forth in this Loan Agreement, including this Section 6.11, for so long as the Loan or any portion
of the Loan is included in a Securitization in which the Note is assigned to a REMIC trust, then each of the following will apply:



 


		(i)	If any portion of the Mortgaged Property is released from the Lien of the Loan in connection with
a Condemnation and if the ratio of (A) the unpaid principal balance of the Loan to (B) the value of the Mortgaged Property (with
the value of the Mortgaged Property first being reduced by the outstanding principal balance of any Senior Indebtedness or any
indebtedness secured by the Mortgaged Property that is at the same level of priority with the Indebtedness and taking into account
only the related land and buildings and not any personal property or going-concern value), as determined by Lender in its sole
and absolute discretion based on a commercially reasonable valuation method permitted in connection with a Securitization, is greater
than 125% immediately after such Condemnation and before any Restoration or repair of the Mortgaged Property (but taking into account
any planned Restoration or repair of the Mortgaged Property as if such planned Restoration or repair were completed), then Lender
will apply any net proceeds or awards from such Condemnation, in full, to the payment of the principal of the Indebtedness whether
or not then due and payable, unless Lender has received an opinion of counsel (acceptable to Lender if such opinion is provided
by Borrower) that a different application of the net proceeds or awards will not cause such Securitization to fail to meet applicable
federal income tax qualification requirements or subject such Securitization to any tax, and the net proceeds or awards are applied
in the manner specified in such opinion..



 


		(ii)	If (A) neither Borrower nor Lender has the right to receive any or all net proceeds or awards as
a result of the provisions of any agreement affecting the Mortgaged Property (including any Ground Lease (if applicable), condominium
document, or reciprocal easement agreement) and, therefore cannot apply the net proceeds or awards to the payment of the principal
of the Indebtedness as set forth above, or (B) Borrower receives any or all of the proceeds or awards described in Section 6.11(e)(ii)(A)
and fails to apply the proceeds in accordance with Section 6.11(e)(i), then Borrower will prepay the Indebtedness in an amount
which Lender, in its sole and absolute discretion, deems necessary to ensure that the Securitization will not fail to meet applicable
federal income tax qualification requirements or be subject to any tax as a result of the Condemnation, unless Lender has received
an opinion of counsel (acceptable to Lender if such opinion is provided by Borrower) that a different application of the net proceeds
or awards will not cause such Securitization to fail to meet applicable federal income tax qualification requirements or subject
such Securitization to any tax, and the net proceeds or awards are applied in the manner specified in such opinion.



 


		(f)	Succession to Condemnation Proceeds. If the Mortgaged Property is sold at a foreclosure
sale or Lender acquires title to the Mortgaged Property, Lender will automatically succeed to all rights of Borrower in and to
any Condemnation proceeds and awards prior to such sale or acquisition.



 






    	Multifamily Loan and Security Agreement	Page 31



     


    

 


		6.12	Environmental Hazards.



 


		(a)	Prohibited Activities and Conditions. Except for matters described in this Section 6.12,
Borrower will not cause or permit Prohibited Activities or Conditions. Borrower will comply with all Hazardous Materials Laws applicable
to the Mortgaged Property. Without limiting the generality of the previous sentence, Borrower will: (i) obtain and maintain all
Environmental Permits required by Hazardous Materials Laws and comply with all conditions of such Environmental Permits, (ii) cooperate
with any inquiry by any Governmental Authority, and (iii) comply with any governmental or judicial order that arises from any alleged
Prohibited Activity or Condition.



 


		(b)	Employees, Tenants and Contractors. Borrower will take all commercially reasonable actions
(including the inclusion of appropriate provisions in any Leases executed after the date of this Loan Agreement) to prevent its
employees, agents and contractors, and all tenants and other occupants from causing or permitting any Prohibited Activities or
Conditions. Borrower will not lease or allow the sublease or use of all or any portion of the Mortgaged Property to any tenant
or subtenant for nonresidential use by any user that, in the ordinary course of its business, would cause or permit any Prohibited
Activity or Condition.



 


		(c)	O&M Programs. As required by Lender, Borrower will also have established a written operations
and maintenance program with respect to certain Hazardous Materials. Each such operations and maintenance program and any additional
or revised operations and maintenance programs established for the Mortgaged Property pursuant to this Section 6.12 must be approved
by Lender and will be referred to in this Loan Agreement as an “O&M Program.” Borrower will comply in a
timely manner with, and cause all employees, agents, and contractors of Borrower and any other Persons present on the Mortgaged
Property to comply with each O&M Program. Borrower will pay all costs of performance of Borrower’s obligations under
any O&M Program, and Lender’s out of pocket costs incurred in connection with the monitoring and review of each O&M
Program must be paid by Borrower upon demand by Lender. Any such out-of-pocket costs of Lender that Borrower fails to pay promptly
will become an additional part of the Indebtedness as provided in Section 9.02.



 


		(d)	Notice to Lender. Borrower will promptly give Notice to Lender upon the occurrence of any
of the following events:



 


		(i)	Borrower’s discovery of any Prohibited Activity or Condition.



 


		(ii)	Borrower’s receipt of or knowledge of any written complaint, order, notice of violation or
other communication from any tenant, Property Manager, Governmental Authority or other Person with regard to present or future
alleged Prohibited Activities or Conditions, or any other environmental, health or safety matters affecting the Mortgaged Property.



 


		(iii)	Borrower’s breach of any of its obligations under this Section 6.12.



 


Any such Notice given
by Borrower will not relieve Borrower of, or result in a waiver of, any obligation under this Loan Agreement, the Note or any other
Loan Document.


 






    	Multifamily Loan and Security Agreement	Page 32



     


    

 


		(e)	Environmental Inspections, Tests and Audits. Borrower will pay promptly the costs of any
environmental inspections, tests or audits, a purpose of which is to identify the extent or cause of or potential for a Prohibited
Activity or Condition (“Environmental Inspections”), required by Lender in connection with any foreclosure or
deed in lieu of foreclosure, or as a condition of Lender’s consent to any Transfer under Article VII, or required by Lender
following a reasonable determination by Lender that Prohibited Activities or Conditions may exist. Any such costs incurred by Lender
(including Attorneys’ Fees and Costs and the costs of technical consultants whether incurred in connection with any judicial
or administrative process or otherwise) that Borrower fails to pay promptly will become an additional part of the Indebtedness
as provided in Section 9.02. As long as: (i) no Event of Default has occurred and is continuing, (ii) Borrower has actually paid
for or reimbursed Lender for all costs of any such Environmental Inspections performed or required by Lender, and (iii) Lender
is not prohibited by law, contract or otherwise from doing so, Lender will make available to Borrower, without representation of
any kind, copies of Environmental Inspections prepared by third parties and delivered to Lender. Lender reserves the right, and
Borrower expressly authorizes Lender, to make available to any party, including any prospective bidder at a foreclosure sale of
the Mortgaged Property, the results of any Environmental Inspections made by or for Lender with respect to the Mortgaged Property.
Borrower consents to Lender notifying any party (either as part of a notice of sale or otherwise) of the results of any Environmental
Inspections made by or for Lender. Borrower acknowledges that Lender cannot control or otherwise ensure the truthfulness or accuracy
of the results of any Environmental Inspections and that the release of such results to prospective bidders at a foreclosure sale
of the Mortgaged Property may have a material and adverse effect upon the amount that a party may bid at such sale. Borrower agrees
that Lender will have no liability whatsoever as a result of delivering the results of any Environmental Inspections made by or
for Lender to any third party, and Borrower releases and forever discharges Lender from any and all claims, damages or causes of
action arising out of, connected with or incidental to the results of the delivery of any Environmental Inspections made by or
for Lender.



 


		(f)	Remedial Work. If any investigation, site monitoring, containment, clean-up, Restoration
or other remedial work (“Remedial Work”) is necessary to comply with any Hazardous Materials Law or order of
any Governmental Authority that has or acquires jurisdiction over the Mortgaged Property or the use, operation or improvement of
the Mortgaged Property, or is otherwise required by Lender as a consequence of any Prohibited Activity or Condition or to prevent
the occurrence of a Prohibited Activity or Condition, Borrower will, by the earlier of (i) the applicable deadline required by
Hazardous Materials Law, or (ii) 30 days after Notice from Lender demanding such action, begin performing the Remedial Work, and
thereafter diligently prosecute it to completion, and must in any event complete the work by the time required by applicable Hazardous
Materials Law. If Borrower fails to begin on a timely basis or diligently prosecute any required Remedial Work, Lender may, at
its option, cause the Remedial Work to be completed, in which case Borrower will reimburse Lender on demand for the cost of doing
so. Any reimbursement due from Borrower to Lender will become part of the Indebtedness as provided in Section 9.02.



 






    	Multifamily Loan and Security Agreement	Page 33



     


    

 


		6.13	Single Purpose Entity Requirements.



 


		(a)	Single Purpose Entity Requirements. Until the Indebtedness is paid in full, each Borrower
and any SPE Equity Owner will remain a “Single Purpose Entity,” which means at all times since its formation
and thereafter it will satisfy each of the following conditions:



 


		(i)	It will not engage in any business or activity, other than the ownership, operation and maintenance
of the Mortgaged Property and activities incidental thereto.



 


		(ii)	It will not acquire, own, hold, lease, operate, manage, maintain, develop or improve any assets
other than the Mortgaged Property and such Personalty as may be necessary for the operation of the Mortgaged Property and will
conduct and operate its business as presently conducted and operated.



 


		(iii)	It will preserve its existence as an entity duly organized, validly existing and in good standing
(if applicable) under the laws of the jurisdiction of its formation or organization and will do all things necessary to observe
organizational formalities.



 


		(iv)	It will not merge or consolidate with any other Person.



 


		(v)	It will not take any action to dissolve, wind-up, terminate or liquidate in whole or in part; to
sell, transfer or otherwise dispose of all or substantially all of its assets; to change its legal structure; transfer or permit
the direct or indirect transfer of any partnership, membership or other equity interests, as applicable, other than Transfers permitted
under this Loan Agreement; issue additional partnership, membership or other equity interests, as applicable, or seek to accomplish
any of the foregoing.



 


		(vi)	It will not, without the prior unanimous written consent of all of Borrower’s partners, members,
or shareholders, as applicable, and, if applicable, the prior unanimous written consent of 100% of the members of the board of
directors or of the board of Managers of Borrower or the SPE Equity Owner, take any of the following actions:



 


		(A)	File any insolvency, or reorganization case or proceeding, to institute proceedings to have Borrower
or any SPE Equity Owner be adjudicated bankrupt or insolvent.



 


		(B)	Institute proceedings under any applicable insolvency law.



 


		(C)	Seek any relief under any law relating to relief from debts or the protection of debtors.



 


		(D)	Consent to the filing or institution of bankruptcy or insolvency proceedings against Borrower or
any SPE Equity Owner.



 


		(E)	File a petition seeking, or consent to, reorganization or relief with respect to Borrower or any
SPE Equity Owner under any applicable federal or state law relating to bankruptcy or insolvency.



 


		(F)	Seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator,
custodian, or any similar official for Borrower or a substantial part of its property or for any SPE Equity Owner or a substantial
part of its property.



 






    	Multifamily Loan and Security Agreement	Page 34



     


    

 


		(G)	Make any assignment for the benefit of creditors of Borrower or any SPE Equity Owner.



 


		(H)	Admit in writing Borrower’s or any SPE Equity Owner’s inability to pay its debts generally
as they become due.



 


		(I)	Take action in furtherance of any of the foregoing.



 


		(vii)	It will not amend or restate its organizational documents if such change would cause the provisions
set forth in those organizational documents not to comply with the requirements set forth in this Section 6.13.



 


		(viii)	It will not own any subsidiary or make any investment in, any other Person.



 


		(ix)	It will not commingle its assets with the assets of any other Person and will hold all of its assets
in its own name.



 


		(x)	It will not incur any debt, secured or unsecured, direct or contingent (including guaranteeing
any obligation), other than the following:



 


		(A)	The Indebtedness and any further indebtedness as described in Section 11.11 with regard to Supplemental
Instruments.



 


		(B)	Customary unsecured trade payables incurred in the ordinary course of owning and operating the
Mortgaged Property provided the same are not evidenced by a promissory note, do not exceed, in the aggregate, at any time a maximum
amount of 2% of the original principal amount of the Indebtedness and are paid within 60 days of the date incurred.



 


		(C)	through (H) are reserved.



 


		(xi)	It will maintain its records, books of account, bank accounts, financial statements, accounting
records and other entity documents separate and apart from those of any other Person and will not list its assets as assets on
the financial statement of any other Person; provided, however, that Borrower’s assets may be included in a consolidated
financial statement of its Affiliate provided that (A) appropriate notation will be made on such consolidated financial statements
to indicate the separateness of Borrower from such Affiliate and to indicate that Borrower’s assets and credit are not available
to satisfy the debts and other obligations of such Affiliate or any other Person, and (B) such assets will also be listed on Borrower’s
own separate balance sheet.



 


		(xii)	Except for capital contributions or capital distributions permitted under the terms and conditions
of its organizational documents, it will only enter into any contract or agreement with any general partner, member, shareholder,
principal or Affiliate of Borrower or any Guarantor, or any general partner, member, principal or Affiliate thereof, upon terms
and conditions that are commercially reasonable and substantially similar to those that would be available on an arm’s-length
basis with third parties.



 






    	Multifamily Loan and Security Agreement	Page 35



     


    

 


		(xiii)	It will not maintain its assets in such a manner that will be costly or difficult to segregate,
ascertain or identify its individual assets from those of any other Person.



 


		(xiv)	It will not assume or guaranty (excluding any guaranty that has been executed and delivered in
connection with the Note) the debts or obligations of any other Person, hold itself out to be responsible for the debts of another
Person, pledge its assets to secure the obligations of any other Person or otherwise pledge its assets for the benefit of any other
Person, or hold out its credit as being available to satisfy the obligations of any other Person.



 


		(xv)	It will not make or permit to remain outstanding any loans or advances to any other Person except
for those investments permitted under the Loan Documents and will not buy or hold evidence of indebtedness issued by any other
Person (other than cash or investment-grade securities).



 


		(xvi)	It will file its own tax returns separate from those of any other Person, except to the extent
that Borrower is treated as a “disregarded entity” for tax purposes and is not required to file tax returns under applicable
law, and will pay any taxes required to be paid under applicable law.



 


		(xvii)	It will hold itself out to the public as a legal entity separate and distinct from any other Person
and conduct its business solely in its own name, will correct any known misunderstanding regarding its separate identity and will
not identify itself or any of its Affiliates as a division or department of any other Person.



 


		(xviii)	It will maintain adequate capital for the normal obligations reasonably foreseeable in a business
of its size and character and in light of its contemplated business operations and will pay its debts and liabilities from its
own assets as the same become due.



 


		(xix)	It will allocate fairly and reasonably shared expenses with Affiliates (including shared office
space) and use separate stationery, invoices and checks bearing its own name.



 


		(xx)	It will pay (or cause the Property Manager to pay on behalf of Borrower from Borrower’s funds)
its own liabilities (including salaries of its own employees) from its own funds.



 


		(xxi)	It will not acquire obligations or securities of its partners, members, shareholders, or Affiliates,
as applicable.



 


		(xxii)	Except as contemplated or permitted by the property management agreement with respect to the Property
Manager, it will not permit any Affiliate or constituent party independent access to its bank accounts.



 


		(xxiii)	It will maintain a sufficient number of employees (if any) in light of its contemplated business
operations and pay the salaries of its own employees, if any, only from its own funds.



 


		(xxiv)	If such entity is a single member limited liability company, such entity will satisfy each of the
following conditions:



 






    	Multifamily Loan and Security Agreement	Page 36



     


    

 


		(A)	Be formed and organized under Delaware law.



 


		(B)	Have either one springing member that is a corporation or two springing members who are natural
persons. If there is more than one springing member, only one springing member will be the sole member of Borrower or SPE Equity
Owner (as applicable) at any one time, and the second springing member will become the sole member only upon the first springing
member ceasing to be a member.



 


		(C)	Otherwise comply with all Rating Agencies’ criteria for single member limited liability companies
(including the delivery of Delaware single member limited liability company opinions acceptable in all respects to Lender).



 


		(D)	At all times Borrower or SPE Equity Owner (as applicable) will have one and only one member.



 


		(xxv)	If such entity is a single member limited liability company that is board-managed, such entity
will have a board of Managers separate from that of Guarantor and any other Person and will cause its board of Managers to keep
minutes of board meetings and actions and observe all other Delaware limited liability company required formalities.



 


		(xxvi)	If an SPE Equity Owner is required pursuant to this Loan Agreement, if Borrower is (A) a limited
liability company with more than one member, then Borrower has and will have at least one member that is an SPE Equity Owner that
has satisfied and will satisfy the requirements of Section 6.13(b) and such member is its managing member, or (B) a limited partnership,
then all of its general partners are SPE Equity Owners that have satisfied and will satisfy the requirements set forth in Section
6.13(b).



 


		(xxvii)	Reserved.



 


		(xxviii)	Reserved.



 


		(b)	SPE Equity Owner Requirements. The SPE Equity Owner, if applicable, will at all times since
its formation and thereafter comply in its own right (subject to the modifications set forth below), and will cause Borrower to
comply, with each of the requirements of a Single Purpose Entity. Upon the withdrawal or the disassociation of an SPE Equity Owner
from Borrower, Borrower will immediately appoint a new SPE Equity Owner, whose organizational documents are substantially similar
to those of the withdrawn or disassociated SPE Equity Owner, and deliver a new nonconsolidation opinion to Lender in form and substance
satisfactory to Lender with regard to nonconsolidation by a bankruptcy court of the assets of each of Borrower and SPE Equity Owner
with those of its Affiliates.



 


		(i)	With respect to Section 6.13(a)(i), the SPE Equity Owner will not engage in any business or activity
other than being the managing member or general partner, as the case may be, of Borrower and owning at least 0.5% equity interest
in Borrower.



 






    	Multifamily Loan and Security Agreement	Page 37



     


    

 


		(ii)	With respect to Section 6.13(a)(ii), the SPE Equity Owner has not and will not acquire or own any
assets other than its equity interest in Borrower and personal property related thereto.



 


		(iii)	With respect to Section 6.13(a)(viii), the SPE Equity Owner will not own any subsidiary or make
any investment in any other Person, except for Borrower.



 


		(iv)	With respect to Section 6.13(a)(x), the SPE Equity Owner has not and will not incur any debt, secured
or unsecured, direct or contingent (including guaranteeing any obligation), other than (A) customary unsecured payables incurred
in the ordinary course of owning Borrower provided the same are not evidenced by a promissory note, do not exceed, in the aggregate,
at any time a maximum amount of $10,000 and are paid within 60 days of the date incurred, and (B) in its capacity as general partner
of Borrower (if applicable).



 


		(v)	With respect to Section 6.13(a)(xiv), the SPE Equity Owner will not assume or guaranty the debts
or obligations of any other Person, hold itself out to be responsible for the debts of another Person, pledge its assets to secure
the obligations of any other Person or otherwise pledge its assets for the benefit of any other Person, or hold out its credit
as being available to satisfy the obligations of any other Person, except for in its capacity as general partner of Borrower (if
applicable).



 


		(c)	Effect of Transfer on Single Purpose Entity Requirements. Notwithstanding anything to the
contrary in this Loan Agreement, no Transfer will be permitted under Article VII unless the provisions of this Section 6.13 are
satisfied at all times.



 


		6.14	Repairs and Capital Replacements.



 


		(a)	Completion of Repairs. Borrower will commence any Repairs as soon as practicable after the
date of this Loan Agreement and will diligently proceed with and complete such Repairs on or before the Completion Date. All Repairs
and Capital Replacements will be completed in a good and workmanlike manner, with suitable materials, and in accordance with good
building practices and all applicable laws, ordinances, rules, regulations, building setback lines and restrictions applicable
to the Mortgaged Property. Borrower agrees to cause the replacement of any material or work that is defective, unworkmanlike or
that does not comply with the requirements of this Loan Agreement, as determined by Lender.



 


		(b)	Purchases. Without the prior written consent of Lender, no materials, machinery, equipment,
fixtures or any other part of the Repairs or Capital Replacements will be purchased or installed under conditional sale contracts
or lease agreements, or any other arrangement wherein title to such Repairs or Capital Replacements is retained or subjected to
a purchase money security interest, or the right is reserved or accrues to anyone to remove or repossess any such Repairs or Capital
Replacements, or to consider them as personal property.



 


		(c)	Lien Protection. Borrower will promptly pay or cause to be paid, when due, all costs, charges
and expenses incurred in connection with the construction and completion of the Repairs or Capital Replacements, and will keep
the Mortgaged Property free and clear of any and all Liens other than the Lien of the Security Instrument and any other Lien to
which Lender has consented.



 






    	Multifamily Loan and Security Agreement	Page 38



     


    

 


		(d)	Adverse Claims. Borrower will promptly advise Lender in writing of any litigation, Liens
or claims affecting the Mortgaged Property and of all complaints and charges made by any Governmental Authority that may delay
or adversely affect the Repairs or Capital Replacements.



 


		6.15	Residential Leases Affecting the Mortgaged Property.



 


		(a)	Borrower will, promptly upon Lender’s request, deliver to Lender an executed copy of each
residential Lease then in effect.



 


		(b)	All Leases for residential dwelling units will satisfy the following conditions:



 


		(i)	They will be on forms that are customary for similar multifamily properties in the Property Jurisdiction.



 


		(ii)	They will be for initial terms of at least 6 months and not more than 2 years (unless otherwise
approved in writing by Lender).



 


		(iii)	They will not include any Corporate Leases (unless otherwise approved in writing by Lender).



 


		(iv)	They will not include options to purchase.



 


		(c)	If Borrower is a cooperative housing corporation or association, notwithstanding anything to the
contrary contained in this Loan Agreement, so long as Borrower remains a cooperative housing corporation or association and is
not in breach of any covenant of this Loan Agreement, Lender consents to each of the following:



 


		(i)	The execution of Leases for terms in excess of 2 years to a tenant shareholder of Borrower, so
long as such Leases, including proprietary Leases, are and will remain subordinate to the Lien of the Security Instrument.



 


		(ii)	The surrender or termination of such Leases where the surrendered or terminated Lease is immediately
replaced or where Borrower makes its best efforts to secure such immediate replacement by a newly-executed Lease of the same apartment
to a tenant shareholder of Borrower. However, no consent is given by Lender to any execution, surrender, termination or assignment
of a Lease under terms that would waive or reduce the obligation of the resulting tenant shareholder under such Lease to pay cooperative
assessments in full when due or the obligation of the former tenant shareholder to pay any unpaid portion of such assessments.



 


		6.16	Litigation; Government Proceedings. Borrower will give prompt Notice to Lender of any litigation
or governmental proceedings pending or, to the best of Borrower’s knowledge, threatened in writing against Borrower or any
Borrower Principal which might have a Material Adverse Effect. As and when requested by Lender, Borrower will provide Lender with
written updates on the status of all litigation proceedings affecting Borrower or any Borrower Principal.



 






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		6.17	Further Assurances and Estoppel Certificates; Lender’s Expenses. Within 10 days after
a request from Lender, in Lender’s Discretion, Borrower will take each of the following actions:



 


		(a)	Deliver to Lender a written statement, signed and acknowledged by Borrower, certifying to Lender
or any Person designated by Lender, as of the date of such statement: (i) 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), (ii) the unpaid principal balance of the Note, (iii) the date to which interest under the Note has been
paid, (iv) 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), (v) whether there are any then-existing setoffs or defenses known to Borrower against the enforcement of any
right or remedy of Lender under the Loan Documents, and (vi) any additional facts requested by Lender.



 


		(b)	Execute, acknowledge and/or deliver, at its sole cost and expense, all further acts, deeds, conveyances,
assignments, estoppel certificates, financing statements or amendments, 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 Loan Documents or in connection with Lender’s consent rights under Article VII.



 


Borrower acknowledges
and agrees that, in connection with each request by Borrower under this Loan Agreement or any Loan Document, Borrower will pay
all reasonable Attorneys’ Fees and Costs and expenses incurred by Lender and Loan Servicer, including any fees charged by
the Rating Agencies, if applicable, regardless of whether the matter is approved, denied or withdrawn. Any amounts payable by Borrower
under this Loan Agreement will be deemed a part of the Indebtedness, will be secured by the Security Instrument and will bear interest
at the Default Rate if not fully paid within 10 days of written demand for payment.


 


		6.18	Cap Collateral. Reserved.



 


		6.19	Ground Lease. Reserved.



 


		6.20	ERISA Requirements.



 


		(a)	Borrower will not engage in any transaction which would cause an obligation, or action taken or
to be taken under this Loan Agreement (or the exercise by Lender of any of its rights under the Note, this Loan Agreement or any
of the other Loan Documents) to be a non-exempt prohibited transaction under ERISA or Section 4975 of the Tax Code.



 


		(b)	Borrower will deliver to Lender such certifications or other evidence from time to time throughout
the term of this Loan Agreement, as requested by Lender in Lender’s Discretion, confirming each of the following:



 


		(i)	Borrower is not an “employee benefit plan” as defined in Section 3(3) of ERISA, which
is subject to Title I of ERISA, a “plan” to which Section 4975 of the Tax Code applies, or an entity whose underlying
assets constitute “plan assets” of one or more of such plans.



 






    	Multifamily Loan and Security Agreement	Page 40



     


    

 


		(ii)	Borrower is not a “governmental plan” within the meaning of Section 3(32) of ERISA.



 


		(iii)	Borrower is not subject to state statutes regulating investments or fiduciary obligations with
respect to governmental plans.



 


		(iv)	One or more of the following circumstances is true:



 


		(A)	Equity interests in Borrower are publicly offered securities within the meaning of 29 C.F.R. Section
2510.3-101(b)(2), as amended from time to time or any successor provision.



 


		(B)	Less than 25% of each outstanding class of equity interests in Borrower are held by “benefit
plan investors” within the meaning of Section 3(42) of ERISA, as amended from time to time or any successor provision.



 


		(C)	Borrower qualifies as either an “operating company” or a “real estate operating
company” within the meaning of 29 C.F.R. Section 2510.3-101(c) or (e), as either may be amended from time to time or
any successor provisions, or is an investment company registered under the Investment Company Act of 1940.



 


		6.21	through 6.52 are Reserved.



 


		6.53	Economic Sanctions Laws.



 


		(a)	Borrower, each Borrower Principal and each Non-U.S. Equity Holder will at all times comply with
the Economic Sanctions Laws.



 


		(b)	Borrower and each Borrower Principal will have in place practices and procedures to ensure, and
will ensure, that no Person who is listed on any Prohibited Parties List is admitted into the ownership or management of Borrower
or any Borrower Principal.



 


		6.54	through 6.58 are Reserved.



 


		ARTICLE VII	TRANSFERS OF THE MORTGAGED PROPERTY OR INTERESTS IN
BORROWER.



 


Upon the occurrence of a Transfer prohibited
by or requiring Lender’s approval (if applicable) under this Article VII, Lender may, in Lender’s Discretion, by Notice
to Borrower and the proposed transferee(s), modify or render void, any or all of the negotiated modifications to the Loan Documents
(and/or deferral of deposits to Reserve Funds) as a condition to Lender’s consent to the proposed Transfer.


 


		7.01	Permitted Transfers. The occurrence of any of the following Transfers will not constitute
an Event of Default under this Loan Agreement, notwithstanding any provision of Section 7.02 to the contrary:



 


		(a)	A Transfer to which Lender has consented.



 


		(b)	A Transfer that is not a prohibited Transfer pursuant to Section 7.02.



 






    	Multifamily Loan and Security Agreement	Page 41



     


    

 


		(c)	A Transfer that is conditionally permitted pursuant to Section 7.03 upon the satisfaction of all
applicable conditions.



 


		(d)	The grant of a leasehold interest in an individual dwelling unit for a term of 2 years or less
(or longer if approved by Lender in writing) not containing an option to purchase.



 


		(e)	Entering into any New Non-Residential Lease, or modifying or terminating any Non-Residential Lease,
in each case in compliance with Section 6.04.



 


		(f)	A Condemnation with respect to which Borrower satisfies the requirements of Section 6.11.



 


		(g)	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, encumbrances and security interests other than those created
by the Loan Documents or consented to by Lender.



 


		(h)	The creation of a mechanic’s, materialmen’s, or judgment Lien against the Mortgaged
Property, which is released of record, bonded, or otherwise remedied to Lender’s satisfaction within 60 days of the date
of creation; provided, however, if Borrower is diligently prosecuting such release or other remedy and advises Lender that such
release or remedy cannot be consummated within such 60-day period, Borrower will have an additional period of time (not exceeding
120 days from the date of creation or such earlier time as may be required by applicable law in which the lienor must act to enforce
the Lien) within which to obtain such release of record or consummate such other remedy.



 


		(i)	If Borrower is a housing cooperative corporation or association, the Transfer of the shares in
the housing cooperative or the assignment of the occupancy agreements or Leases relating thereto to tenant shareholders of the
housing cooperative or association.



 


		(j)	A Supplemental Instrument that complies with Section 11.11(if applicable) or Defeasance that complies
with Section 11.12(if applicable).



 


		(k)	If applicable, a Preapproved Intrafamily Transfer that satisfies the requirements of Section 7.04.



 


		(l)	Reserved



 


		7.02	Prohibited Transfers. The occurrence of any of the following Transfers will constitute an
Event of Default under this Loan Agreement:



 


		(a)	A Transfer of all or any part of the Mortgaged Property or any interest in the Mortgaged Property,
including the grant, creation or existence of any Lien on the Mortgaged Property, whether voluntary, involuntary or by operation
of law, and whether or not such Lien has priority over the Lien of the Security Instrument, other than the Lien of the Security
Instrument or, if this Loan Agreement is entered into in connection with a Supplemental Loan, the Lien of the Senior Instrument,
or any other Lien to which Lender has consented.



 


		(b)	A Transfer or series of Transfers of any legal or equitable interest of any Guarantor which owns
a direct or indirect interest in Borrower that result(s) in such Guarantor no longer owning any direct or indirect interest in
Borrower.



 






    	Multifamily Loan and Security Agreement	Page 42



     


    

 


		(c)	A Transfer or series of Transfers of any legal or equitable interest since the Closing Date that
result(s) in a change of more than 50% of the ownership interests (or beneficial interests, if the applicable entity is a trust)
in Borrower or any Designated Entity for Transfers.



 


		(d)	A Transfer of any general partnership interest in a partnership, or any manager interest (whether
a member manager or nonmember manager) in a limited liability company, or a change in the trustee of a trust other than as permitted
in Section 7.04, if such partnership, limited liability company, or trust, as applicable, is Borrower or a Designated Entity for
Transfers.



 


		(e)	If Borrower or any Designated Entity for Transfers is a corporation whose outstanding voting stock
is held by 100 or more shareholders, one or more Transfers by a single transferor within a 12-month period affecting an aggregate
of 10% or more of that stock.



 


		(f)	The grant, creation or existence of any Lien, whether voluntary, involuntary or by operation of
law, and whether or not such Lien has priority over the Lien of the Security Instrument, on any ownership interest in Borrower
or any Designated Entity for Transfers, if the foreclosure of such Lien would result in a Transfer prohibited under Sections 7.02(b),
(c), (d), or (e).



 


		(g)	If Borrower is a trust (i) the termination or revocation of the trust, or (ii) the removal, appointment
or substitution of a trustee of the trust.



 


		(h)	Reserved.



 


		(i)	Reserved.



 


		(j)	Reserved.



 


		7.03	Conditionally Permitted Transfers. The occurrence of any of the following Transfers will
not constitute a prohibited Transfer under Section 7.02, provided that Borrower has complied with all applicable specified conditions
in this Section.



 


		(a)	Transfer by Devise, Descent or Operation of Law. Upon the death of a natural person, a Transfer
which occurs by devise, descent, or by operation of law to one or more Immediate Family Members of such natural person or to a
trust or family conservatorship established for the benefit of such Immediate Family Members (each a “Beneficiary”),
provided that each of the following conditions is satisfied:



 


		(i)	The Property Manager continues to be responsible for the management of the Mortgaged Property,
and such Transfer will not result in a change in the day-to-day operations of the Mortgaged Property.



 


		(ii)	Lender receives confirmation acceptable to Lender, in Lender’s Discretion, that Borrower
continues to satisfy the requirements of Section 6.13.



 


		(iii)	Each Guarantor executes such documents and agreements as Lender requires in Lender’s Discretion
to evidence and effect the ratification of each Guaranty, or in the event of the death of any Guarantor, Borrower causes one of
the following to occur:



 






    	Multifamily Loan and Security Agreement	Page 43



     


    

 


		(A)	One or more Persons acceptable to Lender, in Lender’s Discretion, execute(s) and deliver(s)
to Lender a guaranty in a form acceptable to Lender and in substantially the same form as the Guaranty executed on the Closing
Date, without any cost or expense to Lender.



 


		(B)	The estate of the deceased Guarantor immediately ratifies the Guaranty in writing, and within 6
months after the date of the death of the deceased Guarantor one or more Persons, acceptable to Lender in Lender’s Discretion,
execute(s) and deliver(s) to Lender a guaranty in a form acceptable to Lender and in substantially the same form as the Guaranty
executed on the Closing Date, without any cost or expense to Lender.



 


		(iv)	Borrower gives Lender Notice of such Transfer together with copies of all documents effecting such
Transfer not more than 30 calendar days after the date of such Transfer, and contemporaneously with the Notice, takes each of the
following additional actions:



 


		(A)	Borrower reaffirms the representations and warranties under Article V.



 


		(B)	Borrower satisfies Lender, in Lender’s Discretion, that the Beneficiary’s organization,
credit and experience in the management of similar properties are appropriate to the overall structure and documentation of the
existing financing.



 


		(v)	Borrower or Beneficiary causes to be delivered to Lender such legal opinions as Lender deems necessary,
in Lender’s Discretion, including a nonconsolidation opinion (if a nonconsolidation opinion was delivered on the Closing
Date and if required by Lender), an opinion that the ratification of the Loan Documents and Guaranty (if applicable) have been
duly authorized, executed, and delivered and that the ratification documents and Guaranty (if applicable) are enforceable as the
obligations of Borrower, Beneficiary or Guarantor, as applicable.



 


		(vi)	Borrower (A) pays the Transfer Processing Fee to Lender, and (B) pays or reimburses Lender, upon
demand, for all costs and expenses including all Attorneys’ Fees and Costs, incurred by Lender in connection with such Transfer;
provided, however, that Lender will not be entitled to collect a Transfer Fee.



 


		(b)	Easement, Restrictive Covenant or Other Encumbrance. The grant of an easement, restrictive
covenant or other encumbrance, provided that each of the following conditions is satisfied:



 


		(i)	Borrower provides Lender with at least 30 days prior Notice of the proposed grant.



 


		(ii)	Prior to the grant, Lender determines, in Lender’s Discretion, that the easement, restrictive
covenant or other encumbrance will not materially affect the operation or value of the Mortgaged Property or Lender’s interest
in the Mortgaged Property.



 






    	Multifamily Loan and Security Agreement	Page 44



     


    

 


		(iii)	Borrower pays or reimburses Lender, upon demand, for all costs and expenses, including all Attorneys’
Fees and Costs, incurred by Lender in connection with reviewing Borrower’s request for Lender’s review of such grant
of easement, restrictive covenant or other encumbrance; provided, however, that Lender will not be entitled to collect a Transfer
Fee.



 


		(iv)	If the Note is held by a REMIC trust, Lender may require an opinion of counsel which meets each
of the following requirements:



 


		(A)	The counsel providing the opinion is acceptable to Lender.



 


		(B)	The opinion is addressed to Lender.



 


		(C)	The opinion is paid for by Borrower.



 


		(D)	The opinion is in form and substance satisfactory to
Lender in its sole and absolute discretion.



 


		(E)	The opinion confirms each of the following:



 


		(1)	The grant of such easement has been effected in accordance with the requirements of Treasury Regulation
Section 1.860G-2(a)(8) (as such regulation may be modified, amended or replaced from time to time).



 


		(2)	The qualification and status of the REMIC trust as a REMIC will not be adversely affected or impaired
as a result of such grant.



 


		(3)	The REMIC trust will not incur a tax under Section 860G(d) of the Tax Code as a result of such
grant.



 


		(c)	Publicly-Held Fund or Publicly-Held Real Estate Investment Trust. If a Designated Entity
for Transfers is a publicly-held fund or a publicly-held real estate investment trust, either of the following:



 


		(i)	The public issuance of common stock, convertible debt, equity or other similar securities (“Public
Fund/REIT Securities”) and the subsequent Transfer of such Public Fund/REIT Securities.



 


		(ii)	The acquisition by a single Public Fund/REIT Securities holder of an ownership percentage of 10%
or more in the Designated Entity for Transfers, if within 30 days following the acquisition, Borrower does each of the following:



 


		(A)	Provides notice to Lender of that acquisition.



 


		(B)	Complies with each of the following conditions:



 


		(1)	Borrower delivers to Lender searches confirming that no Person with a collective equity interest
(whether direct or indirect) of 25% or more in Borrower is on any Prohibited Parties List.



 






    	Multifamily Loan and Security Agreement	Page 45



     


    

 


		(2)	Borrower either (a) certifies in writing to Lender that there are no Non-U.S. Equity Holders,
or (b) delivers to Lender searches confirming that no Non-U.S. Equity Holder is on any Prohibited Parties List.



 


		(d)	Transaction Specific Transfers.



 


(i) through (v) are reserved.


 


		(vi)	Limited Partner or Non-Managing Member Transfer. A Transfer that results in the cumulative
Transfer of more than 50% and up to 100% of the non-managing membership interests in or the limited partnership interests in Borrower
or any Designated Entity for Transfer (“Investor Interests”) to third party transferees (“Investor
Interest Transfer”), provided that each of the following conditions is satisfied:



 


		(A)	Borrower provides Lender with at least 30 days prior Notice of the proposed Investor Interest Transfer.



 


		(B)	At the time of the proposed Investor Interest Transfer, no Event of Default has occurred and is
continuing and no event or condition has occurred and is continuing that, with the giving of Notice or the passage of time, or
both, would become an Event of Default.



 


		(C)	Following the Investor Interest Transfer, Control and management of the day-to-day operations of
Borrower continue to be held by the Person exercising such Control and management immediately prior to the Investor Interest Transfer
and there is no change in the Guarantor, if applicable.



 


		(D)	The Investor Interest Transfer does not result in a Transfer of the type described in Section 7.02(b).



 


		(E)	At any time that one Person acquires 25% or more of the aggregate of direct or indirect Investor
Interests as a result of the Investor Interest Transfer, Borrower must meet the following additional requirements:



 


		(1)	Borrower pays to Lender the Transfer Processing Fee at the time the Borrower provides Lender with
the Notice set forth in Section 7.03(d)(vi)(A).



 


		(2)	Borrower pays or reimburses Lender, upon demand, for all costs and expenses, including all Attorneys’
Fees and Costs, incurred by Lender in connection with the Investor Interest Transfer.



 


		(3)	Lender receives confirmation acceptable to Lender that (X) the requirements of Section 6.13 continue
to be satisfied, and (Y) the term of existence of the holder of 25% or more of the Investor Interests after the Investor Interest
Transfer (exclusive of any unexercised extension options or rights) does not expire prior to the Maturity Date.



 






    	Multifamily Loan and Security Agreement	Page 46



     


    

 


		(4)	Lender receives organizational charts reflecting the structure of Borrower prior to and after the
Investor Interest Transfer and copies of the then-current organizational documents of Borrower and the entity in which Investor
Interests were transferred, if different from Borrower, including any amendments.



 


		(5)	Each transferee with an interest of 25% or more delivers to Lender a certification that each of
the following is true:



 


		(X)	He/she/it has not been convicted of fraud or a crime involving moral turpitude (or if an entity,
then no principal of such entity has been convicted of fraud or a crime involving moral turpitude).



 


		(Y)	He/she/it has not been involved in a bankruptcy or reorganization within the ten years preceding
the date of the Investor Interest Transfer.



 


		(6)	Borrower delivers to Lender searches confirming that no Person with a collective equity interest
(whether direct or indirect) in Borrower of 25% or more is on any Prohibited Parties List.



 


		(7)	If a nonconsolidation opinion was delivered on the Closing Date and if, after giving effect to
the Investor Interest Transfer and all prior Transfers, 50% or more in the aggregate of direct or indirect interests in Borrower
are owned by any Person and its Affiliates that owned less than a 50% direct or indirect interest in Borrower as of the Closing
Date, Borrower delivers to Lender an opinion of counsel for Borrower, in form and substance satisfactory to Lender, with regard
to nonconsolidation.



 


		(F)	Borrower either (1) certifies that there are no Non-US Equity Holders, or (2) delivers to Lender
searches confirming that no Non-U.S. Equity Holder is on any Prohibited Parties List.



 


(vii) through (x) are reserved.


 


(e) through (k) are reserved.


 


		7.04	Preapproved Intrafamily Transfers. The occurrence of a Transfer of more than a 50%
interest in Borrower or a Designated Entity for Transfers as set forth in this Section will be considered to be a “Preapproved
Intrafamily Transfer” provided that each of the conditions set forth in Sections 7.04(a) and (b) is satisfied:



 


		(a)	Type of Transfer. The Transfer is one of the following:



 


		(i)	A sale or transfer to one or more of the transferor’s Immediate Family Members.



 


		(ii)	A sale or transfer to any trust having as its sole beneficiaries the transferor and/or one or more
of the transferor’s Immediate Family Members.



 






    	Multifamily Loan and Security Agreement	Page 47



     


    

 


		(iii)	A sale or transfer from a trust to any one or more of its beneficiaries who are the settlor and/or
Immediate Family Members of the settlor of the trust.



 


		(iv)	The substitution or replacement of the trustee of any trust with a trustee who is an Immediate
Family Member of the settlor of the trust.



 


		(v)	A sale or transfer from a natural person to an entity owned and under the Control of the transferor
or the transferor’s Immediate Family Members.



 


		(b)	Conditions. The Preapproved Intrafamily Transfer satisfies each of the following conditions:



 


		(i)	Borrower must provide Lender with 30 days prior Notice of the proposed Preapproved Intrafamily
Transfer.



 


		(ii)	Following the Transfer, Control and management of the day-to-day operations of Borrower continue
to be held by the Person exercising such Control and management immediately prior to the Transfer and there is no change in the
Guarantor, if applicable.



 


		(iii)	At the time of the Preapproved Intrafamily Transfer, no Event of Default has occurred and is continuing
and no event or condition has occurred and is continuing that, with the giving of Notice or the passage of time, or both, would
become an Event of Default.



 


		(iv)	At any time that one Person acquires 25% or more of the aggregate of direct or indirect interests
in Borrower or a Designated Entity for Transfers as a result of the Preapproved Intrafamily Transfer, Borrower must meet the following
additional requirements:



 


		(A)	Borrower must pay to Lender the Transfer Processing Fee at the time the Borrower provides Lender
with the Notice set forth in Section 7.04(b)(i).



 


		(B)	Borrower must pay or reimburse Lender, upon demand, for all costs and expenses, including all Attorneys’
Fees and Costs, incurred by Lender in connection with the Preapproved Intrafamily Transfer.



 


		(C)	Borrower must deliver to Lender organizational charts reflecting the structure of Borrower prior
to and after the Preapproved Intrafamily Transfer, together with copies of the then-current organizational documents of Borrower
and any other entity in which interests were transferred, including any amendments made in connection with the Preapproved Intrafamily
Transfer.



 


		(D)	Each transferee with an interest of 25% or more must deliver to Lender a certification that each
of the following is true:



 


		(1)	He/she/it has not been convicted of fraud or a crime involving moral turpitude (or if an entity,
then no principal of such entity has been convicted of fraud or a crime involving moral turpitude).



 






    	Multifamily Loan and Security Agreement	Page 48



     


    

 


		(2)	He/she/it has not been involved in a bankruptcy or reorganization within the 10 years preceding
the date of the Preapproved Intrafamily Transfer.



 


		(E)	Borrower must deliver to Lender searches confirming that no Person with a collective equity interest
(whether direct or indirect) in Borrower of 25% or more is on any Prohibited Parties List.



 


		(F)	If a nonconsolidation opinion was delivered on the Closing Date and if, after giving effect to
the Preapproved Intrafamily Transfer and all prior Transfers, 50% or more in the aggregate of direct or indirect interests in Borrower
are owned by any Person and its Affiliates that owned less than a 50% direct or indirect interest in Borrower as of the Closing
Date, Borrower must deliver to Lender an opinion of counsel for Borrower, in form and substance satisfactory to Lender, with regard
to nonconsolidation.



 


		(v)	Borrower either (A) certifies that there are no Non-U.S. Equity Holders, or (B) delivers to Lender
searches confirming that no Non-U.S. Equity Holder is on any Prohibited Parties List.



 


		7.05	Lender’s Consent to Prohibited Transfers.



 


		(a)	Conditions for Lender’s Consent. With respect to a Transfer that would otherwise constitute
an Event of Default under this Article VII, Lender will consent, without any adjustment to the rate at which the Indebtedness bears
interest or to any other economic terms of the Indebtedness set forth in the Note, provided that, prior to such Transfer, each
of the following requirements is satisfied:



 


		(i)	Borrower has submitted to Lender all information required by Lender to make the determination required
by this Section along with the Transfer Processing Fee.



 


		(ii)	No Event of Default has occurred and is continuing and no event or condition has occurred and is
continuing that, with the giving of Notice or the passage of time, or both, would become an Event of Default unless such Transfer
would cure the Event of Default.



 


		(iii)	Lender in Lender’s Discretion has determined that the transferee meets Lender’s eligibility,
credit, management and other standards (including any standards with respect to previous relationships between Lender and the transferee).



 


		(iv)	Lender in Lender’s Discretion has determined that the transferee’s organization, credit
and experience in the management of similar properties to be appropriate to the overall structure and documentation of the Loan.



 


		(v)	Lender in Lender’s Discretion has determined that the Mortgaged Property will be managed
by a Property Manager meeting the requirements of Section 6.09(d).



 


		(vi)	Lender in Lender’s Discretion has determined that the Mortgaged Property, at the time of
the proposed Transfer, meets all of Lender’s standards as to its physical condition, occupancy, net operating income and
the accumulation of reserves.



 






    	Multifamily Loan and Security Agreement	Page 49



     


    

 


		(vii)	Lender in Lender’s Discretion has determined that the transferee and any SPE Equity Owner
of such transferee meet the requirements of Section 6.13.



 


		(viii)	If any Supplemental Instrument is outstanding, Borrower has obtained the consent of each Supplemental
Lender, if different from Lender.



 


		(ix)	In the case of a Transfer of all or any part of the Mortgaged Property, each of the following conditions
is satisfied:



 


		(A)	The transferee executes Lender’s then-standard assumption agreement that, among other things,
requires the transferee to perform all obligations of Borrower set forth in the Note, the Security Instrument, this Loan Agreement
and any other Loan Document, and may require that the transferee comply with any provisions of this Loan Agreement or any other
Loan Document which previously may have been waived or modified by Lender.



 


		(B)	If Lender requires, the transferee causes one or more Persons acceptable to Lender, in Lender’s
Discretion, to execute and deliver to Lender a Guaranty in a form acceptable to Lender.



 


		(C)	The transferee executes such additional documentation (including filing financing statements, as
applicable) as Lender may require.



 


		(x)	In the case of a Transfer of any interest in Borrower or a Designated Entity for Transfers, if
a Guarantor requests that Lender release the Guarantor from its obligations under a Guaranty executed and delivered in connection
with the Note, this Loan Agreement or any of the other Loan Documents, then Borrower causes one or more Persons acceptable to Lender,
in Lender’s Discretion, to execute and deliver to Lender a Guaranty in a form acceptable to Lender.



 


		(xi)	Lender has received such legal opinions as Lender deems necessary, including a nonconsolidation
opinion (if a nonconsolidation opinion was delivered on the Closing Date and if required by Lender), an opinion that the assignment
and assumption of the Loan Documents has been duly authorized, executed, and delivered and that the assignment documents and the
Loan Documents are enforceable as the obligations of Borrower, transferee and Guarantor, as applicable.



 


		(xii)	Lender collects all costs, including the cost of all title searches, title insurance and recording
costs, and all Attorneys’ Fees and Costs incurred in reviewing the Transfer request and any fees charged by the Rating Agencies,
if applicable.



 


		(xiii)	At the time of the Transfer, Borrower pays the Transfer Fee to Lender.



 


		(xiv)	The Transfer will not occur during any Extension Period, if applicable.



 


		(xv)	Reserved.



 






    	Multifamily Loan and Security Agreement	Page 50



     


    

 


		(b)	Continuing Liability of Borrower. If Borrower requests a release of its liability under
the Loan Documents in connection with a Transfer of all of Borrower’s interest in the Mortgaged Property, and Lender approves
the Transfer pursuant to Section 7.05(a), then one of the following will apply:



 


		(i)	If Borrower delivers to Lender a current Site Assessment which (A) is dated within 90 days prior
to the date of the proposed Transfer, and (B) evidences no presence of Hazardous Materials on the Mortgaged Property and no other
Prohibited Activities or Conditions with respect to the Mortgaged Property (“Clean Site Assessment”), then Lender
will release Borrower from all of Borrower’s obligations under the Loan Documents except for any liability under Section
6.12 or Section 10.02(b) with respect to any loss, liability, damage, claim, cost or expense which directly or indirectly arises
from or relates to any Prohibited Activities or Conditions existing prior to the date of the Transfer.



 


		(ii)	If Borrower does not deliver a Clean Site Assessment as described in Section 7.05(b)(i), then Lender
will release Borrower from all of Borrower’s obligations under the Loan Documents except for liability under Section 6.12
or Section 10.02(b).



 


		(c)	Continuing Liability of Guarantor. If Guarantor requests a release of its liability under
the Guaranty in connection with a Transfer which is permitted, preapproved, or approved by Lender pursuant to this Article VII,
and Borrower has provided a replacement Guarantor acceptable to Lender under the terms of Section 7.05(a)(ix)(B), then one
of the following will apply:



 


		(i)	If Borrower delivers to Lender a Clean Site Assessment, then Lender will release Guarantor from
all of Guarantor’s obligations except Guarantor’s obligation to guaranty Borrower’s liability under Section 6.12
or Section 10.02(b) with respect to any loss, liability, damage, claim, cost or expense which directly or indirectly arises from
or relates to any Prohibited Activities or Conditions existing prior to the date of the Transfer.



 


		(ii)	If Borrower does not deliver a Clean Site Assessment as described in Section 7.05(b)(i), then Lender
will release Guarantor from all of Guarantor’s obligations except for Guarantor’s obligation to guaranty Borrower’s
liability under Section 6.12 or Section 10.02(b).



 


		7.06	SPE Equity Owner Requirement Following Transfer. Following any Transfer pursuant to this
Article VII, Borrower must satisfy the applicable conditions regarding an SPE Equity Owner set forth in Section 6.13(a)(xxvi) of
this Loan Agreement.



 


		7.07	Additional Transfer Requirements - External Cap Agreement.



 


		(a)	Continuation of Cap Agreement. If a Transfer of all or part of the Mortgaged Property permitted
by this Loan Agreement occurs, Borrower will ensure that any third-party Cap Agreement is transferred to the applicable transferee
or, if the Cap Agreement is not transferable, Borrower will replace the third-party Cap Agreement in accordance with Lender’s
then-current requirements.



 


		(b)	Establishment or Modification of Rate Cap Agreement Reserve Fund



 


		(i)	If the third-party Cap Agreement which will be in place immediately following the Transfer is scheduled
to expire prior to the Maturity Date, Lender may require Borrower to establish a Rate Cap Agreement Reserve Fund.



 






    	Multifamily Loan and Security Agreement	Page 51



     


    

 


		(ii)	If Borrower has previously established a Rate Cap Agreement Reserve Fund, then Lender will determine
whether the balance of any existing Rate Cap Agreement Reserve Fund is sufficient under then-current market conditions to purchase
a Replacement Cap Agreement, and may then take any of the following actions:



 


		(A)	Lender may require Borrower to make an additional deposit into the Rate Cap Agreement Reserve Fund.



 


		(B)	If funding of the Rate Cap Agreement Reserve Fund has been deferred, Lender may require Borrower
to begin making monthly deposits into the Rate Cap Agreement Reserve Fund.



 


		(C)	Lender may require Borrower to increase the amount of monthly deposits to the Rate Cap Agreement
Reserve Fund.



 


		7.08	Reserved.



 


		7.09	Reserved.






	



 


	 	ARTICLE VIII	SUBROGATION.








If, and to the extent that, the proceeds of
the Loan, or subsequent advances under Section 9.02, are used to pay, satisfy or discharge a Prior Lien, such Loan proceeds or
advances will be deemed to have been advanced by Lender at Borrower’s request, and Lender will 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 the Prior Lien, whether or not the Prior Lien is released.


 


 





	 	ARTICLE IX	EVENTS OF DEFAULT AND REMEDIES.






 


	

	9.01	Events of Default. The occurrence of any one or more of the following will constitute an
Event of Default under this Loan Agreement:



 


		(a)	Borrower fails to pay or deposit when due any amount required by the Note, this Loan Agreement
or any other Loan Document.



 


		(b)	Borrower fails to maintain the Insurance coverage required by Section 6.10.



 


		(c)	Borrower or any SPE Equity Owner fails to comply with the provisions of Section 6.13 or if any
of the assumptions contained in any nonconsolidation opinions delivered to Lender at any time is or becomes untrue in any material
respect.



 


		(d)	Borrower or any SPE Equity Owner, any of its officers, directors, trustees, general partners or
managers or any Guarantor commits fraud or a material misrepresentation or material omission in connection with: (i) the application
for or creation of the Indebtedness, (ii) any financial statement, Rent Schedule, or other report or information provided to Lender
during the term of the Indebtedness, or (iii) any request for Lender’s consent to any proposed action, including a request
for disbursement of funds under this Loan Agreement.



 


		(e)	Borrower fails to comply with the Condemnation provisions of Section 6.11.



 






    	Multifamily Loan and Security Agreement	Page 52



     


    

 


		(f)	A Transfer occurs that violates the provisions of Article VII, whether or not any actual impairment
of Lender’s security results from such Transfer.



 


		(g)	A forfeiture action or proceeding, whether civil or criminal, is commenced which could result in
a forfeiture of the Mortgaged Property or otherwise materially impair the Lien created by the Security Instrument or Lender’s
interest in the Mortgaged Property.



 


		(h)	Borrower fails to perform any of its obligations under this Loan Agreement (other than those specified
in Section 9.01), as and when required, which failure continues for a period of 30 days after Notice of such failure by Lender
to Borrower. However, if Borrower’s failure to perform its obligations as described in this Section 9.01(h) is of the nature
that it cannot be cured within the 30 day cure period after such Notice from Lender but reasonably could be cured within 90 days,
then Borrower will have additional time as determined by Lender in Lender’s Discretion, not to exceed an additional 60 days,
in which to cure such default, provided that Borrower has diligently commenced to cure such default during the initial 30 day cure
period and diligently pursues the cure of such default. However, no such Notice or cure periods will apply in the case of any such
failure which could, in Lender’s judgment, absent immediate exercise by Lender of a right or remedy under this Loan Agreement,
result in harm to Lender, danger to tenants or third parties, or impairment of the Note, the Security Instrument or this Loan Agreement
or any other security given under any other Loan Document.



 


		(i)	Borrower fails to perform any of its obligations as and when required under any Loan Document other
than this Loan Agreement which failure continues beyond the applicable cure period, if any, specified in that Loan Document.



 


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



 


		(k)	Any of the following occurs:



 


		(i)	Borrower or any SPE Equity Owner commences any case, Proceeding or other action under any existing
or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization, conservatorship or
relief of debtors (A) seeking to have an order for relief entered with respect to it, or seeking to adjudicate it bankrupt or insolvent,
or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect
to it or its debt, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or
for all or any substantial part of its assets.



 


		(ii)	Any party other than Lender commences any case, Proceeding, or other action of a nature referred
to in Section 9.01(k)(i) against Borrower or any SPE Equity Owner which (A) results in the entry of an order for relief or any
such adjudication or appointment, or (B) has not been dismissed, discharged or bonded for a period of 90 days.



 


		(iii)	Any case, Proceeding or other action is commenced against Borrower or any SPE Equity Owner seeking
issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets
which results in the entry of any order by a court of competent jurisdiction for any such relief which is not vacated, discharged,
or stayed or bonded pending appeal within 90 days from the entry thereof.



 






    	Multifamily Loan and Security Agreement	Page 53



     


    

 


		(iv)	Borrower or any SPE Equity Owner takes any action in furtherance of, or indicating its consent
to, approval of, or acquiescence in, any of the acts set forth in Section 9.01(k)(i), (ii) or (iii).



 


		(l)	Borrower or any SPE Equity Owner has made any representation or warranty in Article V or any other
Section of this Loan Agreement that is false or misleading in any material respect.



 


		(m)	If the Loan is secured by an interest under a Ground Lease, Borrower fails to comply with the provisions
of Section 6.19.



 


		(n)	If the Loan is a Supplemental Loan, any Event of Default occurs under (i) the Senior Note, the
Senior Instrument or any other Senior Loan Document, or (ii) any loan document related to another loan in connection with the Mortgaged
Property, regardless of whether Borrower has obtained Supplemental Lender’s approval of the placement of such Lien on the
Mortgaged Property. In addition, if the Loan is a Supplemental Loan, as Borrower under both the Supplemental Instrument and the
Senior Instrument, Borrower acknowledges and agrees that if there is an Event of Default under the Supplemental Note, the Supplemental
Instrument or any other Supplemental Loan Document, such Event of Default will be an Event of Default under the terms of the Senior
Instrument and will entitle Senior Lender to invoke any and all remedies permitted to Senior Lender by applicable law, the Senior
Note, the Senior Instrument or any of the other Senior Loan Documents.



 


		(o)	If the Mortgaged Property is subject to any covenants, conditions and/or restrictions, land use
restriction agreements or similar agreements, Borrower fails to perform any of its obligations under any such agreement as and
when required, and such failure continues beyond any applicable cure period.



 


		(p)	A Guarantor files for bankruptcy protection under the Bankruptcy Code or a Guarantor voluntarily
becomes subject to any reorganization, receivership, insolvency proceeding or other similar proceeding pursuant to any other federal
or state law affecting debtor and creditor rights, or any creditor (other than Lender) of a Guarantor commences any involuntary
case against a Guarantor pursuant to the Bankruptcy Code or other federal or state law affecting debtor and creditor rights, unless
each of the following conditions is satisfied:



 


		(i)	Borrower or Guarantor provides Notice of such action to Lender within 30 days after the filing
of such action.



 


		(ii)	Either (A) the case is dismissed or discharged within 90 days after filing, or (B) within 90 days
following the date of such filing or commencement, the affected Guarantor is replaced with one or more other Persons acceptable
to Lender, in Lender’s Discretion, each of whom executes and delivers to Lender a replacement Guaranty in form and content
acceptable to Lender, together with such legal opinions as Lender deems necessary.



 






    	Multifamily Loan and Security Agreement	Page 54



     


    

 


		(iii)	If Borrower must provide a replacement Guarantor pursuant to Section 9.01(p)(ii), then Borrower
pays the Transfer Processing Fee to Lender.



 


		(q)	With respect to a Guarantor, either of the following
occurs:



 


		(i)	The death of any Guarantor who is a natural person, unless within 30 days following the Guarantor’s
death, Borrower causes one of the following to occur:



 


		(A)	One or more Persons acceptable to Lender, in Lender’s Discretion, execute(s) and deliver(s)
to Lender a guaranty in a form acceptable to Lender and in substantially the same form as the Guaranty executed on the Closing
Date, without any cost or expense to Lender.



 


		(B)	The estate of the deceased Guarantor immediately ratifies the Guaranty in writing, and within 6
months after the date of the death of the deceased Guarantor one or more Persons, acceptable to Lender in Lender’s Discretion,
execute(s) and deliver(s) to Lender a guaranty in a form acceptable to Lender and in substantially the same form as the Guaranty
executed on the Closing Date, without any cost or expense to Lender.



 


		(ii)	The dissolution of any Guarantor who is an entity, unless each of the following conditions is satisfied:



 


		(A)	Within 30 days following the dissolution of the Guarantor, Borrower causes one or more Persons
acceptable to Lender, in Lender’s Discretion, to execute and deliver to Lender a guaranty in a form acceptable to Lender
and in substantially the same form as the Guaranty executed on the Closing Date, without any cost or expense to Lender.



 


		(B)	Borrower pays the Transfer Processing Fee to Lender.



 


		(r)	If a Cap Agreement is required, Borrower fails to provide Lender with a Replacement Cap Agreement
prior to the expiration of the then-existing Cap Agreement.



 


		(s)	through (hhh) are Reserved.



 


		9.02	Protection of Lender’s Security; Security Instrument Secures Future Advances.



 


		(a)	If Borrower fails to perform any of its obligations under this Loan Agreement or any other Loan
Document, or if any action or proceeding is commenced which purports to affect the Mortgaged Property, Lender’s security
or Lender’s rights under this Loan Agreement, including eminent domain, insolvency, code enforcement, civil or criminal forfeiture,
enforcement of Hazardous Materials Laws, fraudulent conveyance or reorganizations or proceedings involving a bankrupt or decedent,
then Lender, in Lender’s Discretion, may make such appearances, file such documents, disburse such sums and take such actions
as Lender reasonably deems necessary to perform such obligations of Borrower and to protect Lender’s interest, including:
(i) payment of Attorneys’ Fees and Costs, (ii) payment of fees and out-of-pocket expenses of accountants, inspectors and
consultants, (iii) entry upon the Mortgaged Property to make Repairs or secure the Mortgaged Property, (iv) procurement of the
Insurance required by Section 6.10, (v) payment of amounts which Borrower has failed to pay under Section 6.08, (vi) performance
of Borrower’s obligations under Section 6.09, and (vii) advances made by Lender to pay, satisfy or discharge any obligation
of Borrower for the payment of money that is secured by a Prior Lien.



 






    	Multifamily Loan and Security Agreement	Page 55



     


    

 


		(b)	Any amounts disbursed
                                         by Lender under this Section 9.02, or under any other provision of this Loan Agreement
                                         that treats such disbursement as being made under this Section 9.02, will be secured
                                         by the Security Instrument, will be added to, and become part of, the principal component
                                         of the Indebtedness, will be immediately due and payable and will bear interest from
                                         the date of disbursement until paid at the Default Rate.



 


		(c)	Nothing in this
                                         Section 9.02 will require Lender to incur any expense or take any action.



 


		9.03	Remedies.



 


		(a)	Upon an Event
                                         of Default, Lender may exercise any or all of its rights and remedies provided under
                                         the Loan Documents and Borrower will pay all costs associated therewith, including Attorneys’
                                         Fees and Costs.



 


		(b)	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 or
                                         equity, and each will be cumulative and may be exercised concurrently, independently
                                         or successively, in any order. Lender’s exercise of any particular right or remedy
                                         will not in any way prevent Lender from exercising any other right or remedy available
                                         to Lender. Lender may exercise any such remedies from time to time and as often as Lender
                                         chooses.



 


		(c)	Lender will have
                                         all remedies available to Lender under Revised Article 9 of the Uniform Commercial Code
                                         of the Property Jurisdiction, the Loan Documents and under applicable law.



 


		(d)	Lender may also
                                         retain (i) all money in the Reserve Funds, including interest, and (ii) any Cap Payment,
                                         and in Lender’s sole and absolute discretion, may apply such amounts, without restriction
                                         and without any specific order of priority, to the payment of any and all Indebtedness.



 


		(e)	If a claim or
                                         adjudication is made that Lender has acted unreasonably or unreasonably delayed acting
                                         in any case where, by law or under this Loan Agreement or the other Loan Documents, Lender
                                         has an obligation to act reasonably or promptly, then Lender will not be liable for any
                                         monetary damages, and Borrower’s sole remedy will be limited to commencing an action
                                         seeking injunctive relief or declaratory judgment. Any action or proceeding to determine
                                         whether Lender has acted reasonably will be determined by an action seeking declaratory
                                         judgment.



 


		(f)	Reserved.



 




    	Multifamily Loan and Security Agreement	Page 56



     


    

  


		9.04	Forbearance.



 


		(a)	Lender may (but
                                         will 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 or other third party obligor, to take any of the following actions:



 


		(i)	Extend the time
                                         for payment of all or any part of the Indebtedness.



 


		(ii)	Reduce the payments
                                         due under this Loan Agreement, the Note or any other Loan Document.



 


		(iii)	Release anyone
                                         liable for the payment of any amounts under this Loan Agreement, the Note or any other
                                         Loan Document.



 


		(iv)	Accept a renewal
                                         of the Note.



 


		(v)	Modify the terms
                                         and time of payment of the Indebtedness.



 


		(vi)	Join in any extension
                                         or subordination agreement.



 


		(vii)	Release any portion
                                         of the Mortgaged Property.



 


		(viii)	Take or release
                                         other or additional security.



 


		(ix)	Modify the rate
                                         of interest or period of amortization of the Note or change the amount of the monthly
                                         installments payable under the Note.



 


		(x)	Otherwise modify
                                         this Loan Agreement, the Note or any other Loan Document.



 


		(b)	Any forbearance
                                         by Lender in exercising any right or remedy under the Note, this Loan Agreement or any
                                         other Loan Document or otherwise afforded by applicable law, will not be a waiver of
                                         or preclude the exercise of any other right or remedy, or the subsequent exercise of
                                         any 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,
                                         will 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 will
                                         not constitute an election by Lender of remedies so as to preclude the exercise of any
                                         other right available to Lender. Lender’s receipt of any awards or proceeds under
                                         Sections 6.10 and 6.11 will not operate to cure or waive any Event of Default.



 


		9.05	Waiver
                                         of Marshalling. Notwithstanding the existence of any other security interests in
                                         the Mortgaged Property held by Lender or by any other party, Lender will have the right
                                         to determine the order in which any or all of the Mortgaged Property will be subjected
                                         to the remedies provided in this Loan Agreement or any other Loan Document or applicable
                                         law. Lender will have the right to determine the order in which any or all portions of
                                         the Indebtedness are 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 the Security Instrument waives
                                         any and all right to require the marshalling 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.



 




    	Multifamily Loan and Security Agreement	Page 57



     


    

  


	 	ARTICLE
X	RELEASE; INDEMNITY.






 


		10.01	Release.
                                         Borrower covenants and agrees that, in performing any of its duties under this Loan
                                         Agreement, none of Lender, Loan Servicer or any of their respective agents or employees
                                         will be liable for any losses, claims, damages, liabilities and expenses that may be
                                         incurred by any of them as a result of such performance, except that no party will be
                                         released from liability for any losses, claims, damages, liabilities or expenses arising
                                         out of the willful misconduct or gross negligence of such party.



 


		10.02	Indemnity.



 


		(a)	General Indemnity.
                                         Borrower agrees to indemnify, hold harmless and defend Lender, including any custodian,
                                         trustee and other fiduciaries who hold or have held a full or partial interest in the
                                         Loan for the benefit of third parties, any prior owner or holder of the Note,
                                         the Loan Servicer, any prior Loan Servicer, the officers, directors, shareholders, partners,
                                         employees and trustees of each of the foregoing, and the heirs, legal representatives,
                                         successors and assigns of each of the foregoing (collectively, “Indemnitees”)
                                         against any and all losses, claims, damages, liabilities and expenses including Attorneys’
                                         Fees and Costs, which may be imposed or incurred by any of them directly or indirectly
                                         arising out of, or in any way relating to, or as a result of: (i) any failure of the
                                         Mortgaged Property to comply with the laws, regulations, ordinance, code or decree of
                                         any Governmental Authority, including those pertaining to the Americans with Disabilities
                                         Act, zoning, occupancy and subdivision of real property, (ii) any obligation of Borrower
                                         under any Lease, and (iii) any accident, injury or death to any natural person on the
                                         Mortgaged Property or any damage to personal property located on the Mortgaged Property,
                                         except that no such party will be indemnified from liability for any losses, claims,
                                         damages, liabilities or expenses arising out of the willful misconduct or gross negligence
                                         of such party.



 


		(b)	Environmental
                                         Indemnity. Borrower agrees to indemnify, hold harmless and defend Indemnitees from
                                         and against all proceedings, claims, damages, penalties and costs (whether initiated
                                         or sought by Governmental Authorities or private parties), including Attorneys’
                                         Fees and Costs and remediation costs, whether incurred in connection with any judicial
                                         or administrative process or otherwise, arising directly or indirectly from any of the
                                         following:



 


		(i)	Any breach of any
                                         representation or warranty of Borrower in Section 5.05.



 


		(ii)	Any failure by
                                         Borrower to perform any of its obligations under Section 6.12.



 


		(iii)	The existence
                                         or alleged existence of any Prohibited Activity or Condition.



 


		(iv)	The presence or
                                         alleged presence of Hazardous Materials on or under the Mortgaged Property or in any
                                         of the Improvements.



 


		(v)	The actual or alleged
                                         violation of any Hazardous Materials Law.



 




    	Multifamily Loan and Security Agreement	Page 58



     


    

  


		(c)	Indemnification
                                         Regarding ERISA Covenants. BORROWER WILL INDEMNIFY LENDER AND DEFEND AND HOLD
                                         LENDER HARMLESS FROM AND AGAINST ALL CIVIL PENALTIES, EXCISE TAXES, OR OTHER LOSS, COST,
                                         DAMAGE AND EXPENSE (INCLUDING REASONABLE ATTORNEYS’ FEES AND COSTS INCURRED IN
                                         THE INVESTIGATION, DEFENSE AND SETTLEMENT OF CLAIMS AND LOSSES INCURRED IN CORRECTING
                                         ANY PROHIBITED TRANSACTION OR IN THE SALE OF A PROHIBITED LOAN, AND IN OBTAINING ANY
                                         INDIVIDUAL PROHIBITED TRANSACTION EXEMPTION UNDER ERISA THAT MAY BE REQUIRED, IN LENDER’S
                                         SOLE AND ABSOLUTE DISCRETION) THAT LENDER MAY INCUR, DIRECTLY OR INDIRECTLY, AS A RESULT
                                         OF DEFAULT UNDER SECTION 6.20. THIS INDEMNITY WILL SURVIVE ANY TERMINATION, SATISFACTION
                                         OR FORECLOSURE OF THE SECURITY INSTRUMENT.



 


		(d)	Securitization
                                         Indemnification.



 


		(i)	Borrower
                                         agrees to indemnify, hold harmless and defend the Indemnified Parties from and against
                                         any and all proceedings, losses, claims, damages, liabilities, penalties, costs and expenses
                                         (whether initiated or sought by Governmental Authorities or private parties), including
                                         Attorneys’ Fees and Costs, which may be incurred by any Indemnified Party (either
                                         directly or indirectly), which arise out of, are in any way related to, or are as a result
                                         of a claim that the Borrower Information contains an untrue statement of any material
                                         fact or the Borrower Information omits to state a material fact necessary in order to
                                         make the statements therein, in light of the circumstances under which they are made,
                                         not misleading (collectively, the “Securitization Indemnification”).



 


		(ii)	Borrower will
                                         not be liable under the Securitization Indemnification if the claim is based on Borrower
                                         Information which Lender has materially misstated or materially misrepresented in the
                                         Disclosure Document.



 


		(iii)	For
                                         purposes of this Section 10.02(d):



 


		(A)	“Borrower
                                         Information” includes any information provided
                                         at any time to Lender or Loan Servicer by Borrower, any SPE Equity Owner, any Guarantor,
                                         any Property Manager or any Affiliates of the foregoing with respect to any of the following:



 


		(1)	Any
                                         Person listed in Section 10.02(d)(iii)(A).



 


		(2)	The
                                         Loan.



 


		(3)	The
                                         Mortgaged Property.



 


Borrower Information includes:
(i) representations and warranties made in the Loan Documents, (ii) financial statements of Borrower, any SPE Equity Owner, any
Designated Entity for Transfers or any Guarantor, and (iii) operating statements and rent rolls with respect to the Mortgaged
Property. Borrower Information does not include any information provided directly to Lender or Loan Servicer by a third party
such as an appraiser or an environmental consultant.


 


		(B)	The
                                         term “Lender”
                                         includes its officers and directors.



 


		(C)	An
                                         “Issuer Person”
                                         includes all of the following:



 




    	Multifamily Loan and Security Agreement	Page 59



     


    

  


		(1)	Any
                                         Person that has filed the registration statement, if any, relating to the Securitization,
                                         and any Affiliate of such Person.



 


		(2)	Any
                                         Person acting as issuer, depositor, sponsor and/or in a similar capacity with respect
                                         to the Securitization, and any Affiliate of such Person.



 


		(D)	The
                                         “Issuer Group”
                                         includes all of the following:



 


		(1)	Each
                                         director and officer of any Issuer Person.



 


		(2)	Each
                                         entity that Controls any Issuer Person within the meaning of Section 15 of the Securities
                                         Act or Section 20 of the Securities Exchange Act.



 


		(E)	The
                                         “Underwriter Group”
                                         includes all of the following:



 


		(1)	Each
                                         entity which is acting as an underwriter, manager, placement agent, initial purchaser
                                         or in a similar capacity with respect to the Securitization.



 


		(2)	Each
                                         entity that Controls any such entity described in Section 10.02(d)(iii)(E)(1) within
                                         the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange
                                         Act and is acting as an underwriter, manager, placement agent, initial purchaser or in
                                         a similar capacity with respect to the Securitization.



 


		(3)	The
                                         directors and officers of the entities described in Section 10.02(d)(iii)(E)(1) and Section
                                         10.02(d)(iii)(E)(2).



 


		(F)	“Indemnified
                                         Party” or “Indemnified Parties”
                                         means one or more of Lender, Issuer Person, Issuer Group, and Underwriter Group.



 


		(e)	Selection
                                         and Direction of Counsel. Counsel selected by Borrower to defend Indemnitees will
                                         be subject to the approval of those Indemnitees. In any circumstances in which the indemnity
                                         under this Article X applies, Lender may employ its own legal counsel and consultants
                                         to prosecute, defend or negotiate any claim or legal or administrative proceeding and
                                         Lender, with the prior written consent of Borrower (which will not be unreasonably withheld,
                                         delayed or conditioned) may settle or compromise any action or legal or administrative
                                         proceeding. However, unless an Event of Default has occurred and is continuing, or the
                                         interests of Borrower and Lender are in conflict, as determined by Lender in Lender’s
                                         Discretion, Lender will permit Borrower to undertake the actions referenced in this Article
                                         X so long as Lender approves such action, which approval will not be unreasonably withheld
                                         or delayed. Borrower will reimburse Lender upon demand for all costs and expenses incurred
                                         by Lender, including all costs of settlements entered into in good faith, consultants’
                                         fees and Attorneys’ Fees and Costs.



 




    	Multifamily Loan and Security Agreement	Page 60



     


    

  


		(f)	Settlement
                                         or Compromise of Claims. Borrower will not, without the prior written consent of
                                         those Indemnitees who are named as parties to a claim or legal or administrative proceeding
                                         (“Claim”), settle or compromise the Claim if the settlement (i) results
                                         in the entry of any judgment that does not include as an unconditional term the delivery
                                         by the claimant or plaintiff to Lender of a written release of those Indemnitees, satisfactory
                                         in form and substance to Lender, or (ii) may materially and adversely affect Lender,
                                         as determined by Lender in Lender’s Discretion.



 


		(g)	Effect of
                                         Changes to Loan on Indemnification Obligations. Borrower’s obligation to indemnify
                                         the Indemnitees will not be limited or impaired by any of the following, or by any failure
                                         of Borrower or any Guarantor to receive notice of or consideration for any of the following:



 


		(i)	Any amendment or
                                         modification of any Loan Document.



 


		(ii)	Any extensions
                                         of time for performance required by any Loan Document.



 


		(iii)	Any provision
                                         in any of the Loan Documents limiting Lender’s recourse to property securing the
                                         Indebtedness, or limiting the personal liability of Borrower or any other party for payment
                                         of all or any part of the Indebtedness.



 


		(iv)	The accuracy or
                                         inaccuracy of any representations and warranties made by Borrower under this Loan Agreement
                                         or any other Loan Document.



 


		(v)	The release of
                                         Borrower or any other Person, by Lender or by operation of law, from performance of any
                                         obligation under any Loan Document.



 


		(vi)	The release or
                                         substitution in whole or in part of any security for the Indebtedness.



 


		(vii)	Lender’s
                                         failure to properly perfect any Lien or security interest given as security for the Indebtedness.



 


		(h)	Payments by
                                         Borrower. Borrower will, at its own cost and expense, do all of the following:



 


		(i)	Pay or satisfy
                                         any judgment or decree that may be entered against any Indemnitee or Indemnitees in any
                                         legal or administrative proceeding incident to any matters against which Indemnitees
                                         are entitled to be indemnified under this Article X.



 


		(ii)	Reimburse Indemnitees
                                         for any expenses paid or incurred in connection with any matters against which Indemnitees
                                         are entitled to be indemnified under this Article X.



 


		(iii)	Reimburse Indemnitees
                                         for any and all expenses, including Attorneys’ Fees and Costs, paid or incurred
                                         in connection with the enforcement by Indemnitees of their rights under this Article
                                         X, or in monitoring and participating in any legal or administrative proceeding.



 




    	Multifamily Loan and Security Agreement	Page 61



     


    

  


		(i)	Other Obligations.
                                         The provisions of this Article X will be in addition to any and all other obligations
                                         and liabilities that Borrower may have under applicable law or under other Loan Documents,
                                         and each Indemnitee will be entitled to indemnification under this Article X without
                                         regard to whether Lender or that Indemnitee has exercised any rights against the Mortgaged
                                         Property or any other security, pursued any rights against any Guarantor, or pursued
                                         any other rights available under the Loan Documents or applicable law. If Borrower consists
                                         of more than one Person, the obligation of those Persons to indemnify the Indemnitees
                                         under this Article X will be joint and several. The obligation of Borrower to indemnify
                                         the Indemnitees under this Article X will survive any repayment or discharge of the Indebtedness,
                                         any foreclosure proceeding, any foreclosure sale, any delivery of any deed in lieu of
                                         foreclosure, and any release of record of the Lien of the Security Instrument. Notwithstanding
                                         the foregoing, if Lender has never been a mortgagee-in-possession of, or held title to,
                                         the Mortgaged Property, Borrower will have no obligation to indemnify the Indemnitees
                                         under this Article X after the date of the release of record of the Lien of the Security
                                         Instrument by payment in full at the Maturity Date or by voluntary prepayment in full.



 


		(j)	Reserved.



 


		10.03	Reserved.



 


	 	ARTICLE
XI 	MISCELLANEOUS PROVISIONS.






 


		11.01	Waiver
                                         of Statute of Limitations, Offsets and Counterclaims. Borrower waives the right to
                                         assert any statute of limitations as a bar to the enforcement of this Loan Agreement
                                         or the Lien of the Security Instrument or to any action brought to enforce any Loan Document.
                                         Borrower waives the right to assert a counterclaim, other than a compulsory counterclaim,
                                         in any action or proceeding brought against it by Lender or otherwise to offset any obligations
                                         to make the payments required by the Loan Documents. No failure by Lender to perform
                                         any of its obligations under the Loan Documents will be a valid defense to, or result
                                         in any offset against, any payments that Borrower is obligated to make under any of the
                                         Loan Documents.



 


		11.02	Governing
                                         Law; Consent to Jurisdiction and Venue.



 


		(a)	This Loan Agreement,
                                         and any Loan Document which does not itself expressly identify the law which is to apply
                                         to it, will be governed by the laws of the Property Jurisdiction.



 


		(b)	Borrower agrees
                                         that any controversy arising under or in relation to the Note, the Security Instrument,
                                         this Loan Agreement or any other Loan Document may be litigated in the Property Jurisdiction.
                                         The state and federal courts and authorities with jurisdiction in the Property Jurisdiction
                                         will have jurisdiction over all controversies that may arise under or in relation to
                                         the Note, any security for the Indebtedness 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. However, nothing in this Section 11.02 is intended to limit Lender’s
                                         right to bring any suit, action or proceeding relating to matters under this Loan Agreement
                                         in any court of any other jurisdiction.



 


		11.03	Notice.



 


		(a)	All Notices under
                                         or concerning this Loan Agreement will be in writing. Each Notice will be deemed given
                                         on the earliest to occur of: (i) the date when the Notice is received by the addressee,
                                         (ii) the first Business Day after the Notice is delivered to a recognized overnight courier
                                         service, with arrangements made for payment of charges for next Business Day delivery,
                                         or (iii) the third Business Day after the Notice is deposited in the United States mail
                                         with postage prepaid, certified mail, return receipt requested. Addresses for Notice
                                         are as follows:



 




    	Multifamily Loan and Security Agreement	Page 62



     


    

  





	If
    to Lender:	KeyBank
                                         National Association
 c/o
                                         KeyBank Real Estate Capital - Servicing Department, 11501 Outlook Street, Suite 300

                                         Overland Park,
                                         Kansas 66211
 Mailcode:
                                         KS-01-11-0501, Attn:  Servicing Manager


                                                                                 

	If
    to Borrower:	BR Carroll Glenridge, LLC

        c/o Carroll Organization, LLC

        3340 Peachtree Road, NE, Suite 2250

        Atlanta, Georgia 30326

        Attention: Josh Champion








 


		(b)	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 party in accordance with this Section
                                         11.03. Each party agrees that it will not refuse or reject delivery of any Notice given
                                         in accordance with this Section 11.03, that it will acknowledge, in writing, the receipt
                                         of any Notice upon request by the other party and that any Notice rejected or refused
                                         by it will be deemed for purposes of this Section 11.03 to have been received by the
                                         rejecting party on the date so refused or rejected, as conclusively established by the
                                         records of the U.S. Postal Service or the courier service.



 


		(c)	Any Notice under
                                         the Note and any other Loan Document that does not specify how Notices are to be given
                                         will be given in accordance with this Section 11.03.
	 	 	 






		(d)	Reserved.



 


		11.04	Successors
                                         and Assigns Bound. This Loan Agreement will bind the respective successors and assigns
                                         of Borrower and Lender, and the rights granted by this Loan Agreement will inure to Lender’s
                                         successors and assigns.



 


		11.05	Joint
                                         and Several (and Solidary) Liability. If more than one Person signs this Loan Agreement
                                         as Borrower, the obligations of such Persons will be joint and several. For a Mortgaged
                                         Property located in Louisiana, if more than one Person signs this Loan Agreement as Borrower,
                                         the obligations of such Persons with be joint and several and solidary, and wherever
                                         the phrase “joint and several” appears in this Loan Agreement, the phrase
                                         is amended to read “joint, several, and solidary.”



 


		11.06	Relationship
                                         of Parties; No Third Party Beneficiary.



 


		(a)	The relationship
                                         between Lender and Borrower will be solely that of creditor and debtor, respectively,
                                         and nothing contained in this Loan Agreement will create any other relationship between
                                         Lender and Borrower. Nothing contained in this Loan Agreement will 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.



 




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		(b)	No creditor of
                                         any party to this Loan Agreement and no other Person will be a third party beneficiary
                                         of this Loan Agreement or any other Loan Document. Without limiting the generality of
                                         the preceding sentence: (i) any arrangement (“Servicing Arrangement”)
                                         between Lender and any Loan Servicer for loss sharing or interim advancement of funds
                                         will constitute a contractual obligation of such Loan Servicer that is independent of
                                         the obligation of Borrower for the payment of the Indebtedness, (ii) Borrower will not
                                         be a third party beneficiary of any Servicing Arrangement, and (iii) no payment by the
                                         Loan Servicer under any Servicing Arrangement will reduce the amount of the Indebtedness.



 


		11.07	Severability;
                                         Amendments.



 


		(a)	The
                                         invalidity or unenforceability of any provision of this Loan Agreement will not affect
                                         the validity or enforceability of any other provision, and all other provisions will
                                         remain in full force and effect. This Loan Agreement contains the entire agreement among
                                         the parties as to the rights granted and the obligations assumed in this Loan Agreement.



 


		(b)	This Loan Agreement
                                         may not be amended or modified except by a writing signed by the party against whom enforcement
                                         is sought.



 


		11.08	Disclosure
                                         of Information. Borrower acknowledges that Lender may provide to third parties with
                                         an existing or prospective interest in the servicing, enforcement, evaluation, performance,
                                         ownership, purchase, participation or Securitization of the Loan, including any of the
                                         Rating Agencies, any entity maintaining databases on the underwriting and performance
                                         of commercial mortgage loans, as well as governmental regulatory agencies having regulatory
                                         authority over Lender, any and all information which Lender now has or may hereafter
                                         acquire relating to the Loan, the Mortgaged Property, Borrower, any SPE Equity Owner
                                         or any Guarantor, as Lender determines necessary or desirable and that such information
                                         may be included in disclosure documents in connection with a Securitization or syndication
                                         of participation interests, including a prospectus, prospectus supplement, offering memorandum,
                                         private placement memorandum or similar document (each, a “Disclosure Document”)
                                         and also may be included in any filing with the Securities and Exchange Commission pursuant
                                         to the Securities Act or the Securities Exchange Act. To the fullest extent permitted
                                         under applicable law, Borrower irrevocably waives all rights, if any, to prohibit such
                                         disclosure, including any right of privacy.



 


		11.09	Determinations
                                         by Lender. Unless otherwise provided in this Loan Agreement, in any instance 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, the granting,
                                         withholding or denial of such consent or approval and the rendering of such determination,
                                         judgment or decision will be made or exercised by Lender (or its designated representative)
                                         at its sole and exclusive option and in its sole and absolute discretion.



 


		11.10	Sale
                                         of Note; Change in Servicer; Loan Servicing. The Note or a partial interest in the
                                         Note (together with this Loan Agreement and the other Loan Documents) may be sold one
                                         or more times without prior Notice to Borrower. A sale may result in a change of the
                                         Loan Servicer. There also may be one or more changes of the Loan Servicer unrelated to
                                         a sale of the Note. If there is a change of the Loan Servicer, Borrower will be given
                                         Notice of the change. All actions regarding the servicing of the Loan evidenced by the
                                         Note, 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 will govern.



 




    	Multifamily Loan and Security Agreement	Page 64



     


    

  


		11.11	Supplemental
                                         Financing.



 


		(a)	This Section
                                         will apply only if at the time of any application referred to in Section 11.11(b), Freddie
                                         Mac has in effect a product described in its Multifamily Seller/Servicer Guide
                                         under which it purchases supplemental mortgages on multifamily properties that meet specified
                                         criteria (“Supplemental Mortgage Product”). For purposes of this Section
                                         11.11 only, the term “Freddie Mac” will include any affiliate or subsidiary
                                         of Freddie Mac.



 


		(b)	After the first
                                         anniversary of the date of the most recently incurred Senior Indebtedness, Freddie Mac
                                         will consider an application from an originating lender that is generally approved by
                                         Freddie Mac to sell mortgages to Freddie Mac under the Supplemental Mortgage Product
                                         (“Approved Seller/Servicer”) for the purchase by Freddie Mac of a
                                         proposed indebtedness of Borrower to the Approved Seller/Servicer to be secured by one
                                         or more Supplemental Instruments on the Mortgaged Property. Freddie Mac will purchase
                                         each Supplemental Loan secured by the Mortgaged Property if each of the following conditions
                                         is satisfied:



 


		(i)	At the time of
                                         the proposed Supplemental Loan, no Event of Default may have occurred and be continuing
                                         and no event or condition may have occurred and be continuing that, with the giving of
                                         Notice or the passage of time, or both, would become an Event of Default.



 


		(ii)	Borrower and the
                                         Mortgaged Property must be acceptable to Freddie Mac under its Supplemental Mortgage
                                         Product.



 


		(iii)	New loan documents
                                         must be entered into to reflect each Supplemental Loan, such documents to be acceptable
                                         to Freddie Mac in its discretion.



 


		(iv)	No Supplemental
                                         Loan may cause the combined debt service coverage ratio of the Mortgaged Property after
                                         the making of that Supplemental Loan to be less than the Minimum DSCR. As used in this
                                         Section, the term “combined debt service coverage ratio” means, with respect
                                         to the Mortgaged Property, the ratio of:



 


		(A)	the annual net
                                         operating income from the operations of the Mortgaged Property at the time of the proposed
                                         Supplemental Loan,



 


to


 


		(B)	the aggregate
                                         of the annual principal and interest payable on all of the following:



 


		(I)	the Indebtedness
                                         under this Loan Agreement (using a 30 year amortization schedule),



 


		(II)	any “Indebtedness”
                                         as defined in any security instruments recorded against the Mortgaged Property (using
                                         a 30 year amortization schedule for any Supplemental Loans), and



 


		(III)	the proposed
                                         “Indebtedness” for any Supplemental Loan (using a 30 year amortization schedule).



 




    	Multifamily Loan and Security Agreement	Page 65



     


    

  


As used in
this Section, “annual principal and interest” with respect to a floating rate loan will be calculated by Freddie Mac
using an interest rate equal to one of the following:


 


		(X)	If the loan has
                                         an internal interest rate cap, the Capped Interest Rate.



 


		(Y)	If the loan has
                                         an external interest rate cap, the Strike Rate plus the Margin.



 


		(Z)	If the loan has
                                         no interest rate cap, the greater of (I) 7%, or (II) the then-current LIBOR Index Rate
                                         plus the Margin plus 300 basis points.



 


The annual
net operating income of the Mortgaged Property will be as determined by Freddie Mac in its discretion considering factors such
as income in place at the time of the proposed Supplemental Loan and income during the preceding 12 months, and actual, historical
and anticipated operating expenses. Freddie Mac will determine the combined debt service coverage ratio of the Mortgaged Property
based on its underwriting. Borrower will provide Freddie Mac such financial statements and other information Freddie Mac may require
to make these determinations.


 


		(v)	No Supplemental
                                         Loan may cause the combined loan to value ratio of the Mortgaged Property after the making
                                         of that Supplemental Loan to exceed the Maximum Combined LTV, as determined by Freddie
                                         Mac. As used in this Section, “combined loan to value ratio” means, with
                                         respect to the Mortgaged Property, the ratio, expressed as a percentage, of:



 


		(A)	the aggregate
                                         outstanding principal balances of all of the following:



 


		(I)	the Indebtedness
                                         under this Loan Agreement,



 


		(II)	any “Indebtedness”
                                         as defined in any security instruments recorded against the Mortgaged Property, and



 


		(III)	the proposed
                                         “Indebtedness” for any Supplemental Loan,



 


to


 


		(B)	the value of
                                         the Mortgaged Property.



 


Freddie Mac
will determine the combined loan to value ratio of the Mortgaged Property based on its underwriting. Borrower will provide Freddie
Mac such financial statements and other information Freddie Mac may require to make these determinations. In addition, Freddie
Mac, at Borrower’s expense, may obtain MAI appraisals of the Mortgaged Property in order to assist Freddie Mac in making
the determinations under this Section. If Freddie Mac requires an appraisal, then the value of the Mortgaged Property that will
be used to determine whether the Maximum Combined LTV has been met will be the lesser of the appraised value set forth in such
appraisal or the value of the Mortgaged Property as determined by Freddie Mac.


 




    	Multifamily Loan and Security Agreement	Page 66



     


    

  


		(vi)	Borrower’s
                                         organizational documents are amended to permit Borrower to incur additional debt in the
                                         form of Supplemental Loans (Lender will consent to such amendment(s)).



 


		(vii)	One or more Persons
                                         acceptable to Freddie Mac executes and delivers to the Approved Seller/Servicer a Guaranty
                                         in a form acceptable to Freddie Mac with respect to the exceptions to non-recourse liability
                                         described in Freddie Mac’s form promissory note, unless Freddie Mac has elected
                                         to waive its requirement for a Guaranty.



 


		(viii)	The loan term
                                         of each Supplemental Loan will be coterminous with the Senior Indebtedness or longer
                                         than the Senior Indebtedness, in Freddie Mac’s discretion.



 


		(ix)	The Prepayment
                                         Premium Period of each Supplemental Loan will be coterminous with the Prepayment Premium
                                         Period or the combined Lockout Period and Defeasance Period, as applicable, of the Senior
                                         Indebtedness.



 


		(x)	The interest rate
                                         of each Supplemental Loan will be determined by Freddie Mac in its discretion.



 


		(xi)	Lender enters
                                         into an intercreditor agreement (“Intercreditor Agreement”) acceptable
                                         to Freddie Mac and to Lender for each Supplemental Loan.



 


		(xii)	Borrower’s
                                         payment of fees and other expenses charged by Lender, Freddie Mac, the Approved Seller/Servicer,
                                         and the Rating Agencies (including reasonable Attorneys’ Fees and Costs) in connection
                                         with reviewing and originating each Supplemental Loan.



 


		(xiii)	Commencing on
                                         the date that the first Supplemental Loan is originated and continuing for so long as
                                         any Supplemental Loan is outstanding, the first lien Senior Lender will begin collection
                                         of any deferred Monthly Deposit or Revised Monthly Deposit for Capital Replacements in
                                         accordance with Section 4.04(e) (if applicable) as well as Imposition Reserve Deposits
                                         for any of the following Impositions marked ‘Deferred’ in Section 4.02(a):



 


		(A)	Property Insurance premiums or
                                         premiums for other Insurance required by Lender under Section 6.10.



 


		(B)	Taxes and payments
                                         in lieu of taxes



 


		(C)	Ground Rents



 


Such deposits
will be credited to the payment of any such required Imposition Reserve Deposits under any Supplemental Loan.


 


		(xiv)	If any covenants,
                                         conditions and restrictions affecting the Mortgaged Property provide for a lien for any
                                         assessments or other unpaid amounts, Borrower will provide satisfactory evidence that
                                         such lien will be subordinate to the lien of the Supplemental Instrument.



 




    	Multifamily Loan and Security Agreement	Page 67



     


    

  


		(xv)	All other requirements
                                         of the Supplemental Mortgage Product must be met, unless Freddie Mac has elected to waive
                                         one or more of its requirements.



 


		(xvi)	Reserved.



 


		(xvii)	Reserved.



 


		(xviii)	Reserved.



 


		(c)	No later than
                                         5 Business Days after Lender’s receipt of a written request from Borrower, Lender
                                         will provide the following information to an Approved Seller/Servicer:



 


		(i)	The then-current
                                         outstanding principal balance of the Senior Indebtedness.



 


		(ii)	Payment history
                                         of the Senior Indebtedness.



 


		(iii)	Whether any Reserve
                                         Funds are being collected on the Senior Indebtedness and the amount of each such Reserve
                                         Fund deposit as of the date of the request.



 


		(iv)	Whether any Repairs,
                                         Capital Replacements or improvements or rental achievement or burn-off guaranty requirements
                                         are existing or outstanding under the terms of the Senior Indebtedness.



 


		(v)	A copy of the most
                                         recent inspection report for the Mortgaged Property.



 


		(vi)	Whether any modifications
                                         or amendments have been made to the Loan Documents for the Senior Indebtedness since
                                         origination of the Senior Indebtedness and, if applicable, a copy of such modifications
                                         and amendments.



 


		(vii)	Whether to Lender’s
                                         knowledge any Event of Default exists under the Senior Indebtedness.



 


Lender will
only be obligated to provide this information in connection with Borrower’s request for a Supplemental Loan from an Approved
Seller/Servicer. Notwithstanding anything in this Section to the contrary, if Freddie Mac is the owner of the Note, this Section
11.11(c) is not applicable.


 


		(d)	Lender will have
                                         no obligation to consent to any mortgage or Lien on the Mortgaged Property that secures
                                         any indebtedness other than the Indebtedness, except as set forth in this Loan Agreement.



 


		(e)	If a Supplemental
                                         Loan is made to Borrower, Borrower agrees that the terms of the Intercreditor Agreement
                                         will govern with respect to any distributions of excess proceeds by Lender to the Supplemental
                                         Lender, and Borrower agrees that Lender may distribute any excess proceeds received by
                                         Lender pursuant to the Loan Documents to Supplemental Lender pursuant to the Intercreditor
                                         Agreement.



 




    	Multifamily Loan and Security Agreement	Page 68



     


    

  


		11.12	Defeasance.
                                         (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date and if
                                         the Note provides for Defeasance). This Section 11.12 will apply only if the Note
                                         is assigned to a REMIC trust prior to the Cut-off Date, and if the Note provides for
                                         Defeasance. If both of these conditions are met, then, subject to Section 11.12(a) and
                                         (c), Borrower will have the right to defease the Loan in whole (“Defeasance”)
                                         and obtain the release of the Mortgaged Property from the Lien of the Security Instrument
                                         upon the satisfaction of each of the following conditions:



 


		(a)	Borrower will
                                         not have the right to obtain Defeasance at any of the following times:



 


		(i)	If the Loan is
                                         not assigned to a REMIC trust.



 


		(ii)	During the Lockout
                                         Period.



 


		(iii)	After the expiration
                                         of the Defeasance Period.



 


		(iv)	After Lender has
                                         accelerated the maturity of the unpaid principal balance of, accrued interest on, and
                                         other amounts payable under, the Note pursuant to Section 11 of the Note.



 


		(b)	Borrower will
                                         give Lender Notice (“Defeasance Notice”) specifying a Business Day
                                         (“Defeasance Closing Date”) on which Borrower desires to close the
                                         Defeasance. The Defeasance Closing Date specified by Borrower may not be more than 60
                                         calendar days, nor less than 30 calendar days, after the date on which Lender receives
                                         the Defeasance Notice. Lender will acknowledge receipt of the Defeasance Notice and will
                                         notify Borrower of the identity of the accommodation borrower (“Successor Borrower”).



 


		(c)	The Defeasance
                                         Notice must be accompanied by a $10,000 non-refundable fee (“Defeasance Fee”)
                                         for Lender’s processing of the Defeasance. If Lender does not receive the Defeasance
                                         Fee, then Borrower’s right to obtain Defeasance pursuant to that Defeasance Notice
                                         will terminate.



 


	 	(d)	(i)	If
                                         Borrower timely pays the Defeasance Fee, but Borrower fails to perform its other obligations
                                         under this Section, Lender will have the right to retain the Defeasance Fee as liquidated
                                         damages for Borrower’s default and, except as provided in Section 11.12(d)(ii),
                                         Borrower will be released from all further obligations under this Section 11.12. Borrower
                                         acknowledges that Lender will incur financing costs in arranging and preparing for the
                                         release of the Mortgaged Property from the Lien of the Security Instrument in reliance
                                         on the executed Defeasance Notice. Borrower agrees that the Defeasance Fee represents
                                         a fair and reasonable estimate, taking into account all circumstances existing on the
                                         date of this Loan Agreement, of the damages Lender will incur by reason of Borrower’s
                                         default.



 


		(ii)	If the Defeasance
                                         is not consummated on the Defeasance Closing Date for any reason, Borrower agrees to
                                         reimburse Lender for all third party costs and expenses (other than financing costs covered
                                         by Section 11.12(d)(i)) incurred by Lender in reliance on the executed Defeasance Notice,
                                         within 5 Business Days after Borrower receives a written demand for payment, accompanied
                                         by a statement, in reasonable detail, of Lender’s third party costs and expenses.



 




    	Multifamily Loan and Security Agreement	Page 69



     


    

  


		(iii)	All payments
                                         required to be made by Borrower to Lender pursuant to this Section 11.12 will be made
                                         by wire transfer of immediately available funds to the account(s) designated by Lender
                                         in its acknowledgement of the Defeasance Notice.



 


		(e)	No Event of Default
                                         has occurred and is continuing.



 


		(f)	Borrower will
                                         deliver each of the following documents to Lender, in form and substance satisfactory
                                         to Lender, on or prior to the Defeasance Closing Date, unless Lender has issued a written
                                         waiver of its right to receive any such document:



 


		(i)	One or more opinions
                                         of counsel for Borrower confirming each of the following:



 


		(A)	Lender has a
                                         valid and perfected first Lien and first priority security interest in the Defeasance
                                         Collateral and the proceeds of the Defeasance Collateral.



 


		(B)	The Pledge Agreement
                                         is duly authorized, executed, delivered and enforceable against Borrower in accordance
                                         with its terms.



 


		(C)	If, as of the
                                         Defeasance Closing Date, the Note is held by a REMIC trust, then each of the following
                                         is correct:



 


		(1)	The Defeasance
                                         has been effected in accordance with the requirements of Treasury Regulation Section
                                         1.860G-2(a)(8) (as such regulation may be modified, amended or replaced from time to
                                         time).



 


		(2)	The qualification
                                         and status of the REMIC trust as a REMIC will not be adversely affected or impaired as
                                         a result of the Defeasance.



 


		(3)	The REMIC trust
                                         will not incur a tax under Section 860G(d) of the Tax Code as a result of the Defeasance.



 


		(D)	The Defeasance
                                         will not result in a “sale or exchange” of the Note within the meaning of
                                         Section 1001(c) of the Tax Code and the temporary and final regulations promulgated thereunder.



 


		(ii)	A written certificate
                                         from an independent certified public accounting firm (reasonably acceptable to Lender),
                                         confirming that the Defeasance Collateral will generate cash sufficient to make all Scheduled
                                         Debt Payments as they fall due under the Note, including full payment due on the Note
                                         on the Maturity Date.



 


		(iii)	Lender’s
                                         form of a pledge and security agreement (“Pledge Agreement”) and financing
                                         statements which pledge and create a first priority security interest in the Defeasance
                                         Collateral in favor of Lender.



 


		(iv)	Lender’s
                                         form of a transfer and assumption agreement (“Transfer and Assumption Agreement”),
                                         pursuant to which Borrower and any Guarantor (in each case, subject to satisfaction of
                                         all requirements under this Loan Agreement) will be relieved from liability in
                                         connection with the Loan to the extent described in Sections 7.05(b) and 7.05(c), respectively,
                                         and Successor Borrower will assume all remaining obligations.



 




    	Multifamily Loan and Security Agreement	Page 70



     


    

  


		(v)	Forms of all documents
                                         necessary to release the Mortgaged Property from the Liens created by the Security Instrument
                                         and related UCC financing statements (collectively, “Release Instruments”),
                                         each in appropriate form required by the Property Jurisdiction.



 


		(vi)	Any other opinions,
                                         certificates, documents or instruments that Lender may reasonably request.



 


		(g)	Borrower will
                                         deliver to Lender, on or prior to the Defeasance Closing Date, each of the following:



 


		(i)	The Defeasance
                                         Collateral, which meets all of the following requirements:



 


		(A)	It is owned by
                                         Borrower, free and clear of all Liens and claims of third-parties.



 


		(B)	It is in an amount
                                         sufficient to provide for (1) redemption payments to occur prior, but as close as possible,
                                         to all successive Installment Due Dates occurring under the Note after the Defeasance
                                         Closing Date, and (2) delivery of redemption proceeds at least equal to the amount of
                                         principal and interest due on the Note on each Installment Due Date including full payment
                                         due on the Note on the Maturity Date (“Scheduled Debt Payments”).



 


		(C)	All redemption
                                         payments received from the Defeasance Collateral will be paid directly to Lender to be
                                         applied on account of the Scheduled Debt Payments occurring after the Defeasance Closing
                                         Date.



 


		(D)	The pledge of
                                         the Defeasance Collateral will be effected through the book-entry facilities of a qualified
                                         securities intermediary designated by Lender in conformity with all applicable laws.



 


		(ii)	All accrued and
                                         unpaid interest and all other sums due under the Note, this Loan Agreement and under
                                         the other Loan Documents, including all amounts due under Section 11.12(i), up to the
                                         Defeasance Closing Date.



 


		(h)	Reserved.



 


		(i)	Borrower will
                                         pay all reasonable costs and expenses incurred by Lender in connection with the Defeasance
                                         in full on or prior to the Defeasance Closing Date, which payment is required prior to
                                         Lender’s issuance of the Release Instruments and whether or not Defeasance is completed.
                                         Such expenses include all fees, costs and expenses incurred by Lender and its agents
                                         in connection with the Defeasance (including Attorneys’ Fees and Costs for the
                                         review and preparation of the Pledge Agreement and of the other materials described in
                                         this Loan Agreement and any related documentation, Rating Agencies’ fees, or other
                                         costs related to the Defeasance).



 


Lender reserves the right to require
that Borrower post a deposit to cover costs which Lender reasonably anticipates that Lender will incur in connection with the
Defeasance.


 




    	Multifamily Loan and Security Agreement	Page 71



     


    

  


		(j)	No Transfer Fee
                                         will be payable to Lender upon a Defeasance made in accordance with this Section 11.12.



 


		(k)	Reserved.



 


		11.13	Lender’s
                                         Rights to Sell or Securitize. Borrower acknowledges that Lender, and each successor
                                         to Lender’s interest, may (without prior Notice to Borrower or Borrower’s
                                         prior consent), sell or grant participations in the Loan (or any part of the Loan), sell
                                         or subcontract the servicing rights related to the Loan, securitize the Loan or place
                                         the Loan in a trust. Borrower agrees to cooperate with all reasonable requests of Lender
                                         in connection with any of the foregoing including taking the following actions:



 


		(a)	Executing any
                                         financing statements or other documents deemed necessary by Lender or its transferee
                                         to create, perfect or preserve the rights and interest to be acquired by such transferee.



 


		(b)	Delivering revised
                                         organizational documents, counsel opinions, and executed amendments to the Loan Documents
                                         satisfactory to the Rating Agencies.



 


		(c)	Providing updated
                                         financial information with appropriate verification through auditors’ letters,
                                         if required by Lender. (If Lender requires that Borrower’s updated financial information
                                         be accompanied by appropriate verification through auditors’ letters, then Lender
                                         will reimburse Borrower for the costs which Borrower reasonably incurs in connection
                                         with obtaining such auditors’ letters.)



 


		(d)	Providing updated
                                         information on all litigation proceedings affecting Borrower or any Borrower Principal
                                         as required in Section 6.16.



 


		(e)	Reviewing information
                                         contained in any Disclosure Document and providing a mortgagor estoppel certificate,
                                         written confirmation of Borrower’s indemnification obligations under this Loan
                                         Agreement, and such other information about Borrower, any SPE Equity Owner, any Guarantor,
                                         any Property Manager or the Mortgaged Property as Lender may require for Lender’s
                                         offering materials.



 


		11.14	Cooperation
                                         with Rating Agencies and Investors. Borrower covenants and agrees that if Lender
                                         decides to include the Loan as an asset of a Secondary Market Transaction, Borrower will
                                         do all of the following:



 


		(a)	At Lender’s
                                         request, meet with representatives of the Rating Agencies and/or investors to discuss
                                         the business and operations of the Mortgaged Property.



 


		(b)	Permit Lender or its representatives
                                         to provide related information to the Rating Agencies and/or investors.



 


		(c)	Cooperate with
                                         the reasonable requests of the Rating Agencies and/or investors in connection with all
                                         of the foregoing.



 


		11.15	Letter
                                         of Credit Requirements.



 


		(a)	Any
                                         Letter of Credit required under this Loan Agreement must satisfy the following conditions:



 


		(i)	It must be a clean,
                                         irrevocable, unconditional standby letter of credit.



 




    	Multifamily Loan and Security Agreement	Page 72



     


    

  


		(ii)	It must name Lender
                                         as the sole beneficiary and permit Lender to assign the Letter of Credit without further
                                         consent from Issuer.



 


		(iii)	It must have
                                         an initial term of not less than 12 months.



 


		(iv)	It must be in
                                         the form required by Lender.



 


		(v)	It must provide
                                         that it may be drawn on by Lender or Loan Servicer, in whole or in part, by presentation
                                         to Issuer of a sight draft without any other restrictions on the right to draw.



 


		(vi)	It must be issued
                                         by an Issuer meeting Lender’s requirements, which Issuer (i) must be an Eligible
                                         Institution, and (ii) may not, unless Lender agrees in writing, be an affiliate of Borrower
                                         or Lender.



 


		(vii)	It must be obtained
                                         on behalf of Borrower by a Person other than Borrower’s general partners or managing
                                         members if Borrower is a general or limited partnership or limited liability company.
                                         Neither Borrower nor the general partners or managing members, if applicable, may have
                                         any liability or other obligations under any reimbursement agreement with respect to
                                         the Letter of Credit.



 


		(viii)	It may not be
                                         secured by a lien on all or any part of the Mortgaged Property or related Personalty.



 


		(ix)	When delivered
                                         to Lender, it must be accompanied by an opinion acceptable to Lender in Lender’s
                                         Discretion issued by counsel to the Issuer that includes opinions as to Issuer’s
                                         power and authority to issue the Letter of Credit and the enforceability of the Letter
                                         of Credit against Issuer and an updated nonconsolidation opinion with regard to any such
                                         Letter of Credit in form and substance satisfactory to Lender.



 


		(b)	If at any time
                                         the Issuer of a Letter of Credit held by Lender ceases to be an Eligible Institution,
                                         Lender will have the right to immediately draw down the Letter of Credit in full and
                                         hold the Proceeds in an escrow account in accordance with the terms of this Loan Agreement.



 


		(c)	Each Letter of
                                         Credit held by Lender pursuant to this Loan Agreement provides additional collateral
                                         for the Indebtedness in addition to the lien of the Security Instrument.



 


		11.16	Reserved.



 


		11.17	Reserved.



 


		11.18	Reserved.



 


		11.19	State Specific
Provisions. Reserved.



 


		11.20	Time is of
the Essence. Time is of the essence with respect to each covenant of this Loan Agreement.



 




    	Multifamily Loan and Security Agreement	Page 73



     


    

  


	 	ARTICLE
XII	DEFINITIONS.






 


The following terms, when used in this
Loan Agreement (including when used in the recitals), will have the following meanings:


 


“Affiliate” of any
Person means:


 


		(i)	Any other individual or entity that is, directly or indirectly,
one of the following:



 


		(A)	In Control of the applicable Person.



 


		(B)	Under the Control of the applicable Person.



 


		(C)	Under common Control with the applicable Person.



 


		(ii)	Any individual that is a director or officer of the applicable
Person.



 


		(iii)	Any individual that is a director or officer of any entity
described in clause (i) of this definition.



 


“Approved Seller/Servicer”
is defined in Section 11.11(b).


 


“Assignment of Management Agreement”
means the Assignment of Management Agreement and Subordination of Management Fees, dated the same date as this Loan Agreement,
among Borrower, Lender and Property Manager, including all schedules, riders, allonges and addenda, as such Assignment of Management
Agreement may be amended from time to time, and any future Assignment of Management Agreement and Subordination of Management
Fees executed in accordance with Section 6.09(d).


 


“Attorneys’ Fees and Costs”
means: (i) fees and out of pocket costs of Lender’s and Loan Servicer’s attorneys, as applicable, including costs
of Lender’s and Loan Servicer’s in-house counsel, support staff costs, costs of preparing for litigation, computerized
research, telephone and facsimile transmission expenses, mileage, deposition costs, postage, duplicating, process service, videotaping
and similar costs and expenses; (ii) costs and fees of expert witnesses, including appraisers; (iii) investigatory fees; and (iv)
costs for any opinion required by Lender pursuant to the terms of the Loan Documents.


 


“Bankruptcy Code” means
the United States Bankruptcy Code, 11 U.S.C. Section 101 et seq., as amended from time to time.


 


“Borrower” means all
Persons identified as “Borrower” in the first paragraph of this Loan Agreement, together with their successors and
assigns.


 


“Borrower Information”
is defined in Section 10.02(d).


 


“Borrower
Principal” means any of the following:


 


		(i)	Any general
partner of Borrower (if Borrower is a partnership).



 


		(ii)	Any manager
or managing member of Borrower (if Borrower is a limited liability company).



 


		(iii)	Any Person (limited partner, member or shareholder) with
a collective direct or indirect equity interest in Borrower equal to or greater than 25%.



 


		(iv)	Any Guarantor of all or any portion of the Loan or of any
obligations of Borrower under the Loan Documents.



 




    	Multifamily Loan and Security Agreement	Page 74



     


    

  


“Borrower Proof of Loss Threshold”
means $200,000.00.


 


“Borrower Proof of Loss Maximum”
means $800,000.00.


 


“Business Day” means
any day other than a Saturday, a Sunday, or any other day on which Lender or the national banking associations are not open for
business.


 


“Cap Agreement” means
any interest rate cap agreement, interest rate swap agreement or other interest rate-hedging contract or agreement, in a form
acceptable to Lender, obtained by Borrower from a Cap Provider as a requirement of any Loan Document or as a condition of Lender’s
making the Loan.


 


“Cap Collateral” means
all of the following:


 


		(i)	The Cap Agreement.



 


		(ii)	The Cap Payments.



 


		(iii)	All rights of Borrower under any Cap Agreement and all
rights of Borrower to all Cap Payments, including contract rights and general intangibles, whether existing now or arising after
the date of this Loan Agreement.



 


		(iv)	All rights, liens and security interests or guaranties
granted by a Cap Provider or any other Person to secure or guaranty payment of any Cap Payments whether existing now or granted
after the date of this Loan Agreement.



 


		(v)	All documents, writings, books, files, records and other
documents arising from or relating to any of the foregoing, whether existing now or created after the date of this Loan Agreement.



 


		(vi)	All cash and non-cash proceeds and products of (ii) through
(v) of this definition.



 


“Cap Payment(s)” means
any and all monies payable pursuant to any Cap Agreement by a Cap Provider.


 


“Cap Provider” means
the third-party financial institution approved by Lender that is the counterparty under any Cap Agreement or Replacement Cap Agreement.


 


“Capital Replacement”
means the replacement of those items listed on Exhibit F.


 


“Capped Interest Rate”
is defined in the Note, if applicable.


 


“Claim” is defined
in Section 10.02(f).


 


“Clean Site Assessment”
is defined in Section 7.05(b)(i).


 


“Closing Date” means
the date on which Lender disburses the proceeds of the Loan to or for the account of Borrower.


 


“Commitment Letter”
means the fully executed commitment letter or early rate lock application between Lender and Borrower issued in connection with
the Loan, as such document may have been modified, amended or extended.


 




    	Multifamily Loan and Security Agreement	Page 75



     


    

  


“Completion Date” means,
with respect to any Repair, the date specified for that Repair in the Repair Schedule of Work (Exhibit C), as such date may be
extended by Lender in writing.


 


“Condemnation” is defined
in Section 6.11(a).


 


“Control” means to
possess, directly or indirectly, the power to direct or cause the direction of the management or policies of a Person, whether
through the ownership of voting securities, by contract or otherwise, including the power to elect a majority of the directors
or trustees of a corporation or trust, as the case may be.


 


“Corporate Lease” means
a Lease for one or more residential units under which one entity will rent all such units from Borrower and will have the right
to sublease such units to individual subtenants.


 


“Cut-off Date” is defined
in the Note, if applicable.


 


“Default Rate” is defined
in the Note.


 


“Defeasance” is defined
in Section 11.12.


 


“Defeasance Closing Date”
is defined in Section 11.12(b).


 


“Defeasance Collateral”
means: (i) a Freddie Mac Debt Security, (ii) a Fannie Mae Debt Security, (iii) U.S. Treasury Obligations, or (iv) FHLB Obligations.


 


“Defeasance Fee” is
defined in Section 11.12(c).


 


“Defeasance Notice”
is defined in Section 11.12(b).


 


“Defeasance Period”
is defined in the Note, if applicable.


 


“Designated Entity
for Transfers” means each entity so identified in Exhibit I, and that entity’s successors and permitted
assigns.


 


“Disclosure Document”
is defined in Section 11.08.


 


“Economic Sanctions Laws”
means the foreign assets control regulations, 31 C.F.R. Chapter V, as amended, and any amending legislation or executive order
relating to such legislation, as administered by OFAC.


 


“Eligible Account”
means an identifiable account which is separate from all other funds held by the holding institution that is either (i) an account
or accounts maintained with the corporate trust department of a federal or state-chartered depository institution or trust company
which complies with the definition of Eligible Institution, or (ii) a segregated trust account or accounts maintained with the
corporate trust department of a federal or state chartered depository institution or trust company acting in its fiduciary capacity
which, in the case of a state chartered depository institution or trust company is subject to regulations substantially similar
to 12 C.F.R. §9.10(b), having in either case a combined capital and surplus of at least $50,000,000 and subject to supervision
or examination by federal and state authority. An Eligible Account will not be evidenced by a certificate of deposit, passbook
or other instrument.


 




    	Multifamily Loan and Security Agreement	Page 76



     


    

  


“Eligible Institution”
means a federal or state chartered depository institution or trust company insured by the Federal Deposit Insurance Corporation,
the short term unsecured debt obligations or commercial paper of which are rated at least A-1 by Standard & Poor’s Ratings
Services, a division of The McGraw-Hill Companies, Inc., P-1 by Moody’s Investors Service, Inc. and F-3 by Fitch, Inc. in
the case of accounts in which funds are held for 30 days or less or, in the case of letters of credit or accounts in which funds
are held for more than 30 days, the long term unsecured debt obligations of which are rated at least “A” by Fitch,
Inc. and Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and “A2” by
Moody’s Investors Service, Inc. If at any time an Eligible Institution does not meet the required rating, the Loan Servicer
must move the Eligible Account within 30 days of such event to an appropriately rated Eligible Institution.


 


“Environmental Inspections”
is defined in Section 6.12(e).


 


“Environmental Permit”
means any permit, license, or other authorization issued under any Hazardous Materials Law with respect to any activities or businesses
conducted on or in relation to the Mortgaged Property.


 


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


 


“Event of Default”
means the occurrence of any event listed in Section 9.01.


 


“Extension Period”
is defined in the Note, if applicable.


 


“Fannie Mae Debt Security”
means any non-callable bond, debenture, note, or other similar debt obligation issued by the Federal National Mortgage Association.


 


“FHLB Obligations”
mean direct, non-callable and non-redeemable securities issued, or fully insured as to payment, by the Federal Home Loan Bank.


 


“Fixtures” means all
property owned by Borrower which is attached to the Land or the Improvements so as to constitute a fixture under applicable law,
including: machinery, equipment, engines, boilers, incinerators and installed building materials; systems and equipment for the
purpose of supplying or distributing heating, cooling, electricity, gas, water, air or light; antennas, cable, wiring and conduits
used in connection with radio, television, security, fire prevention or fire detection or otherwise used to carry electronic signals;
telephone systems and equipment; elevators and related machinery and equipment; fire detection, prevention and extinguishing systems
and apparatus; security and access control systems and apparatus; plumbing systems; water heaters, ranges, stoves, microwave ovens,
refrigerators, dishwashers, garbage disposers, washers, dryers and other appliances; light fixtures, awnings, storm windows and
storm doors; pictures, screens, blinds, shades, curtains and curtain rods; mirrors; cabinets, paneling, rugs and floor and wall
coverings; fences, trees and plants; swimming pools; and exercise equipment.


 


“Freddie Mac”
means the Federal Home Loan Mortgage Corporation.


 


“Freddie Mac Debt
Security” means any non-callable bond, debenture, note, or other similar debt obligation issued by Freddie Mac.


 


“Freddie Mac Web Site”
means the web site of Freddie Mac, located at www.freddiemac.com.


 


“GAAP” means
generally accepted accounting principles.


 


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


 




    	Multifamily Loan and Security Agreement	Page 77



     


    

  


“Guarantor”
means the Person(s) required by Lender to guaranty all or a portion of Borrower’s obligations under the Loan Documents,
as set forth in the Guaranty. The required Guarantors as of the date of this Loan Agreement are set forth in Exhibit I.


 


“Guaranty” means the
Guaranty executed by Guarantor and/or any replacement or supplemental guaranty executed pursuant to the terms of this Loan Agreement.


 


“Hazardous Materials”
means petroleum and petroleum products and compounds containing them, including gasoline, diesel fuel and oil; explosives; flammable
materials; radioactive materials; polychlorinated biphenyls (PCBs) and compounds containing them; lead and lead-based paint; asbestos
or asbestos containing materials in any form that is or could become friable; underground or above-ground storage tanks, whether
empty or containing any substance; any substance the presence of which on the Mortgaged Property is prohibited by any Governmental
Authority; any substance that requires special handling and any other material or substance now or in the future that (i) is defined
as a “hazardous substance,” “hazardous material,” “hazardous waste,” “toxic substance,”
“toxic pollutant,” “contaminant,” or “pollutant” by or within the meaning of any Hazardous
Materials Law, or (ii) is regulated in any way by or within the meaning of any Hazardous Materials Law.


 


“Hazardous Materials
Law” and “Hazardous Materials Laws” means any and all federal, state and local laws, ordinances,
regulations and standards, rules, policies and other governmental requirements, administrative rulings and court judgments and
decrees in effect now or in the future, including all amendments, that relate to Hazardous Materials or the protection of human
health or the environment and apply to Borrower or to the Mortgaged Property. Hazardous Materials Laws include the Comprehensive
Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601, et seq., the Resource Conservation and Recovery
Act of 1976, 42 U.S.C. Section 6901, et seq., the Toxic Substance Control Act, 15 U.S.C. Section 2601, et seq., the Clean Water
Act, 33 U.S.C. Section 1251, et seq., and the Hazardous Materials Transportation Act, 49 U.S.C. Section 5101 et seq., and their
state analogs.


 


“HVAC
System” is defined in Section 6.10(a)(v).


 


“Immediate Family
Members” means a Person’s spouse, parent, child (including stepchild), grandchild (including step-grandchild)
or sibling.


 


“Imposition Reserve
Deposits” is defined in Section 4.02(a).


 


“Impositions” is defined
in Section 4.02(a).


 


“Improvements” means
the buildings, structures and improvements now constructed or at any time in the future constructed or placed upon the Land, including
any future alterations, replacements and additions.


 


“Indebtedness” means
the principal of, interest at the fixed or variable rate set forth in the Note on, and all other amounts due at any time under,
the Note, this Loan Agreement or any other Loan Document, including prepayment premiums, late charges, default interest, and advances
as provided in Section 9.02 to protect the security of the Security Instrument.


 


“Indemnified Party/ies”
is defined in Section 10.02(d).


 


“Indemnitees”
is defined in Section 10.02(a).


 


“Installment Due Date”
is defined in the Note.


 




    	Multifamily Loan and Security Agreement	Page 78



     


    

  


“Insurance”
means Property Insurance, liability insurance and all other insurance that Lender requires Borrower to maintain pursuant to this
Loan Agreement.


 


“Intercreditor Agreement”
is defined in Section 11.11(b).


 


“Investor Interest Transfer”
is defined in Section 7.03(d)(vi).


 


“Investor Interests”
is defined in Section 7.03(d)(vi).


 


“Issuer” means the
issuer of any Letter of Credit.


 


“Issuer Group” is defined
in Section 10.02(d).


 


“Issuer Person” is
defined in Section 10.02(d).


 


“Land” means the land
described in Exhibit A.


 


“Leases”
means all present and future leases, subleases, licenses, concessions or grants or other possessory interests now or hereafter
in force, whether oral or written, covering or affecting the Mortgaged Property, or any portion of the Mortgaged Property (including
proprietary leases or occupancy agreements if Borrower is a cooperative housing corporation), and all modifications, extensions
or renewals.


 


“Lender”
means the entity identified as “Lender” in the first paragraph of this Loan Agreement, or any subsequent holder of
the Note.


 


“Lender’s Discretion”
means Lender’s reasonable discretion unless otherwise set forth in this Loan Agreement.


 


“Letter of Credit”
means any letter of credit required under the terms of this Loan Agreement or any other Loan Document.


 


“LIBOR Index Rate”
is defined in the Note, if applicable.


 


“Lien” means
any mortgage, deed of trust, deed to secure debt, security interest or other lien or encumbrance on the Mortgaged Property.


 


“Loan” is
defined on Page 1 of this Loan Agreement.


 


“Loan Agreement”
means this Multifamily Loan and Security Agreement.


 


“Loan Application”
is defined in Section 5.16(a).


 


“Loan Documents” means
the Note, the Security Instrument, this Loan Agreement, all guaranties, all indemnity agreements, all collateral agreements, UCC
filings, O&M Programs, the MMP and any other documents now or in the future executed by Borrower, any Guarantor or any other
Person in connection with the Loan evidenced by the Note, as such documents may be amended 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 Security Instrument, this Loan Agreement and any other Loan Document, and otherwise to service the Loan evidenced by the Note
for the benefit of Lender.


 


“Lockout Period,” if
applicable, is defined in the Note.


 




    	Multifamily Loan and Security Agreement	Page 79



     


    

  


“Major Building System”
means one that is integral to the Improvements, providing basic services to the tenants and other occupants of the Improvements
including:


 


		·	Electrical (electrical lines or power upgrades, excluding
fixture replacement).



		·	HVAC (central and unit systems, excluding replacement of
in kind unit systems).



		·	Plumbing (supply and waste lines, excluding fixture replacement).



		·	Structural (foundation, framing, and all building support
elements).



 


“Manager”
or “Managers” means a Person who is named or designated as a manager or managing member or otherwise
acts in the capacity of a manager or managing member of a limited liability company in a limited liability company agreement or
similar instrument under which the limited liability company is formed or operated.


 


“Margin”
is defined in the Note, if applicable.


 


“Material Adverse Effect”
means a significant detrimental effect on: (i) the Mortgaged Property, (ii) the business, prospects, profits, operations or condition
(financial or otherwise) of Borrower, (iii) the enforceability, validity, perfection or priority of the Lien of any Loan Document,
or (iv) the ability of Borrower to perform any obligations under any Loan Document.


 


“Maturity Date” means
the Scheduled Maturity Date, as defined in the Note.


 


“Maximum Combined LTV”
means 70%.


 


“Membership Interests”
is defined in Section 5.24.


 


“Membership Interests Seller”
is defined in Section 5.24.


 


“Minimum DSCR” means,
with respect to a Supplemental Loan, (i) if the Senior Indebtedness bears interest at a fixed rate, 1.25:1, or (ii) if the Senior
Indebtedness bears interest at a floating rate, 1.10:1.


 


“Minimum Occupancy”
means 85% of units at the Mortgaged Property with leases that comply with Section 5.11, Section 6.09(e)(v)(E), and Section 6.15.


 


“MMP” means
a moisture management plan to control water intrusion and prevent the development of Mold or moisture at the Mortgaged Property
throughout the term of this Loan Agreement.


 


“Modified Non-Residential
Lease” means an extension or modification of any Non-Residential Lease, which Non-Residential Lease was in existence
as of the date of this Loan Agreement.


 


“Mold” means
mold, fungus, microbial contamination or pathogenic organisms.


 


“Mortgaged Property”
means all of Borrower’s present and future right, title and interest in and to all of the following:


 


		(i)	The Land, or, if Borrower’s interest in the Land
is pursuant to a Ground Lease, the Ground Lease and the Leasehold Estate.



 


		(ii)	The Improvements.



 


		(iii)	The Fixtures.



 




    	Multifamily Loan and Security Agreement	Page 80



     


    

  


		(iv)	The Personalty.



 


		(v)	All current and future rights, including air rights, development
rights, zoning rights and other similar rights or interests, easements, tenements, rights of way, strips and gores of land, streets,
alleys, roads, sewer rights, waters, watercourses and appurtenances related to or benefiting the Land or the Improvements, or
both, and all rights-of-way, streets, alleys and roads which may have been or may in the future be vacated.



 


		(vi)	All proceeds paid or to be paid by any insurer of the Land,
the Improvements, the Fixtures, the Personalty or any other part of the Mortgaged Property, whether or not Borrower obtained the
Insurance pursuant to Lender’s requirement.



 


		(vii)	All awards, payments and other compensation made or to
be made by any municipal, state or federal authority with respect to the Land or the Leasehold Estate, as applicable, the Improvements,
the Fixtures, the Personalty or any other part of the Mortgaged Property, including any awards or settlements resulting from Condemnation
proceedings or the total or partial taking of the Land, the Improvements, the Fixtures, the Personalty or any other part of the
Mortgaged Property under the power of eminent domain or otherwise and including any conveyance in lieu thereof.



 


		(viii)	All contracts, options and other agreements for the sale
of the Land, or the Leasehold Estate, as applicable, the Improvements, the Fixtures, the Personalty or any other part of the Mortgaged
Property entered into by Borrower now or in the future, including cash or securities deposited to secure performance by parties
of their obligations.



 


		(ix)	All proceeds from the conversion, voluntary or involuntary,
of any of the items described in items (i) through (viii) of this definition, into cash or liquidated claims, and the right to
collect such proceeds.



 


		(x)	All Rents and Leases.



 


		(xi)	All earnings, royalties, accounts receivable, issues and
profits from the Land, the Improvements or any other part of the Mortgaged Property, and all undisbursed proceeds of the Loan.



 


		(xii)	All Imposition Reserve Deposits.



 


		(xiii)	All refunds or rebates of Impositions by any Governmental
Authority or insurance company (other than refunds applicable to periods before the real property tax year in which this Loan
Agreement is dated).



 


		(xiv)	All tenant security deposits which have not been forfeited
by any tenant under any Lease and any bond or other security in lieu of such deposits.



 


		(xv)	All names under or by which any of the Mortgaged Property
may be operated or known, and all trademarks, trade names and goodwill relating to any of the Mortgaged Property.



 


		(xvi)	If required by the terms of Section 4.05 or elsewhere in
this Loan Agreement, all rights under any Letter of Credit and the Proceeds, as such Proceeds may increase or decrease from time
to time.



 




    	Multifamily Loan and Security Agreement	Page 81



     


    

  


		(xvii)	If the Note provides for interest
                                         to accrue at a floating or variable rate and there is a Cap Agreement, the Cap Collateral.



 


		(xviii)	through (xxv) are Reserved.



 


“New Non-Residential Lease”
is any Non-Residential Lease not in existence as of the date of this Loan Agreement.


 


“Non-Residential Lease”
is a Lease of a portion of the Mortgaged Property to be used for non-residential purposes.


 


“Non-U.S. Equity Holder”
means any Person with a collective equity interest (whether direct or indirect of 10% or more in Borrower, and which is either
(a) an individual who is not a citizen of the United States, or (b) an entity formed outside the United States.


 


“Note” means
the Multifamily Note (including any Amended and Restated Note, Consolidated, Amended and Restated Note, or Extended and Restated
Note) executed by Borrower in favor of Lender and dated as of the date of this Loan Agreement, including all schedules, riders,
allonges and addenda, as such Multifamily Note may be amended, modified and/or restated from time to time.


 


“Notice”
or “Notices” means all notices, demands and other communication required under the Loan Documents, provided
in accordance with the requirements of Section 11.03.


 


“O&M Program”
is defined in Section 6.12(c) and consists of the following: Asbestos.


 


“OFAC” means
the U.S. Department of the Treasury’s Office of Foreign Assets Control.


 


“Person”
means any natural person, sole proprietorship, corporation, general partnership, limited partnership, limited liability company,
limited liability partnership, limited liability limited partnership, joint venture, association, joint stock company, bank, trust,
estate, unincorporated organization, any federal, state, county or municipal government (or any agency or political subdivision
thereof), endowment fund or any other form of entity.


 


“Personalty”
means all of the following:


 


		(i)	Accounts (including deposit accounts) of Borrower related
to the Mortgaged Property.



 


		(ii)	Equipment and inventory owned by Borrower, which are used
now or in the future in connection with the ownership, management or operation of the Land or Improvements or are located on the
Land or Improvements, including furniture, furnishings, machinery, building materials, goods, supplies, tools, books, records
(whether in written or electronic form) and computer equipment (hardware and software).



 


		(iii)	Other tangible personal property owned by Borrower which
is used now or in the future in connection with the ownership, management or operation of the Land or Improvements or is located
on the Land or in the Improvements, including ranges, stoves, microwave ovens, refrigerators, dishwashers, garbage disposers,
washers, dryers and other appliances (other than Fixtures).



 


		(iv)	Any operating agreements relating to the Land or the Improvements.



 




    	Multifamily Loan and Security Agreement	Page 82



     


    

  


		(v)	Any surveys, plans and specifications and contracts for
architectural, engineering and construction services relating to the Land or the Improvements.



 


		(vi)	All other intangible property, general intangibles and
rights relating to the operation of, or used in connection with, the Land or the Improvements, including all governmental permits
relating to any activities on the Land and including subsidy or similar payments received from any sources, including a Governmental
Authority.



 


		(vii)	Any rights of Borrower in or under any Letter of Credit.



 


“Pledge Agreement”
is defined in Section 11.12(f)(iii).


 


“Preapproved Intrafamily
Transfer” is defined in Section 7.04.


 


“Prepayment Premium
Period” is defined in the Note.


 


“Prior Lien”
means a pre-existing mortgage, deed of trust or other Lien encumbering the Mortgaged Property.


 


“Proceeding”
means, whether voluntary or involuntary, any case, proceeding or other action against Borrower or any SPE Equity Owner under any
existing or future law of any jurisdiction relating to bankruptcy, insolvency, reorganization or relief of debtors.


 


“Proceeds”
means the cash obtained by a draw on a Letter of Credit.


 


“Prohibited Activity
or Condition” means each of the following:


 


		(i)	The presence, use, generation, release, treatment, processing,
storage (including storage in above-ground and underground storage tanks), handling or disposal of any Hazardous Materials on
or under the Mortgaged Property.



 


		(ii)	The transportation of any Hazardous Materials to, from
or across the Mortgaged Property.



 


		(iii)	Any occurrence or condition on the Mortgaged Property,
which occurrence or condition is or may be in violation of Hazardous Materials Laws.



 


		(iv)	Any violation of or noncompliance with the terms of any
Environmental Permit with respect to the Mortgaged Property.



 


		(v)	Any violation or noncompliance with the terms of any O&M
Program.



 


However, the term “Prohibited
Activity or Condition” expressly excludes lawful conditions permitted by an O&M Program or the safe and lawful use and
storage of quantities of: (i) pre-packaged supplies, cleaning materials and petroleum products customarily used in the operation
and maintenance of comparable multifamily properties, (ii) cleaning materials, personal grooming items and other items sold in
pre-packaged containers for consumer use and used by tenants and occupants of residential dwelling units in the Mortgaged Property,
and (iii) petroleum products used in the operation and maintenance of motor vehicles from time to time located on the Mortgaged
Property’s parking areas, so long as all of the foregoing are used, stored, handled, transported and disposed of in compliance
with Hazardous Materials Laws.


 




    	Multifamily Loan and Security Agreement	Page 83



     


    

  


“Prohibited Parties List”
means any one or more of the following:


 


		(i)	The OFAC Specially Designated Nationals and Blocked Persons
List.



		(ii)	The OFAC Consolidated Sanctions List.



		(iii)	The list of individuals and entities prohibited from doing
business with the Department of Housing and Urban Development.



 


“Property Improvement Alterations”
means alterations and additions to the Improvements existing at or upon the Mortgaged Property as of the date of this Loan Agreement,
which are being made to renovate or upgrade the Mortgaged Property and are not otherwise permitted under Section 6.09(e). Repairs,
Capital Replacements, Restoration or other work required to be performed at the Mortgaged Property pursuant to Sections 6.10 or
6.11 will not constitute Property Improvement Alterations.


 


“Property Improvement Notice”
means a Notice to Lender that Borrower intends to begin the Property Improvement Alterations identified in the Property Improvement
Notice.


 


“Property Improvement
Total Amount” means the aggregate of $10,000,000.00 during the term of the Mortgage.


 


“Property Insurance” is
defined in Section 6.10(a).


 


“Property Jurisdiction”
means the jurisdiction in which the Land is located.


 


“Property Manager”
means Carroll Management Group, LLC, a Georgia limited liability company, or another residential rental property manager which
is approved by Lender in writing.


 


“Property Seller”
is defined in Section 5.24.


 


“Public Fund/REIT
Securities” is defined in Section 7.03(c).


 


“Rate Cap Agreement Reserve Fund”
means the account established pursuant to Section 4.07, if applicable, to pay for the cost of a Replacement Cap Agreement.


 


“Rating Agencies”
means Fitch, Inc., Moody’s Investors Service, Inc., or Standard & Poor’s Ratings Services, a division of The McGraw-Hill
Companies, Inc., or any successor entity of the foregoing, or any other nationally recognized statistical rating organization.


 


“Release Instruments”
is defined in Section 11.12(f).


 


“Remedial Work”
is defined in Section 6.12(f).


 


“Rent(s)” means all
rents (whether from residential or non-residential space), revenues and other income of the Land or the Improvements, parking
fees, laundry and vending machine income and fees and charges for food, health care and other services provided at the Mortgaged
Property, whether now due, past due or to become due, and deposits forfeited by tenants, and, if Borrower is a cooperative housing
corporation or association, maintenance fees, charges or assessments payable by shareholders or residents under proprietary leases
or occupancy agreements, whether now due, past due or to become due.


 


“Rent Schedule” means
a written 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.


 




    	Multifamily Loan and Security Agreement	Page 84



     


    

  


“Repairs” means the
repairs to be made to the Mortgaged Property, as described on the Repair Schedule of Work (Exhibit C) or as otherwise required
by Lender in accordance with this Loan Agreement.


 


“Replacement Cap Agreement”
means any Cap Agreement satisfying the provisions of this Loan Agreement, using documentation approved by Lender, and purchased
by Borrower to replace any initial Cap Agreement or subsequent Cap Agreement.


 


“Replacement Cost”
means the estimated replacement cost of the Improvements, Fixtures, and Personalty (or, when used in reference to a property that
is not the Mortgaged Property, all improvements, fixtures, and personalty located on such property), excluding any deduction for
depreciation, all as determined annually by Borrower using customary methodology and sources of information acceptable to Lender
in Lender’s Discretion. Replacement Cost will not include the cost to reconstruct foundations or site improvements, such
as driveways, parking lots, sidewalks, and landscaping.


 


“Reserve Fund” means
each account established for Imposition Reserve Deposits, the Replacement Reserve Fund, the Repair Reserve Fund (if any), the
Rate Cap Agreement Reserve Fund (if any), the Rental Achievement Reserve Fund (if any), and any other account established 
pursuant to Article IV of this Loan Agreement.


 


“Restoration” is defined
in Section 6.10(j)(i).


 


“Scheduled Debt Payments”
is defined in Section 11.12(g)(i)(B).


 


“Secondary Market
Transaction” means: (i) any sale or assignment of this Loan Agreement, the Note and the other Loan Documents to one
or more investors as a whole loan, (ii) a participation of the Loan to one or more investors, (iii) any deposit of this Loan Agreement,
the Note and the other Loan Documents with a trust or other entity which may sell certificates or other instruments to investors
evidencing an ownership interest in the assets of such trust or other entity, or (iv) any other sale, assignment or transfer of
the Loan or any interest in the Loan to one or more investors.


 


“Securitization”
means when the Note or any portion of the Note is assigned to a REMIC or grantor trust.


 


“Securitization Indemnification”
is defined in Section 10.02(d).


 


“Security Instrument”
means the mortgage, deed of trust, deed to secure debt or other similar security instrument encumbering the Mortgaged Property
and securing Borrower’s performance of its Loan obligations, including Borrower’s obligations under the Note and this
Loan Agreement (including any Amended and Restated Security Instrument, Consolidation, Modification and Extension Agreement, Extension
and Modification Agreement or similar agreement or instrument amending and restating existing security instruments).


 


“Senior Indebtedness”
means, for a Supplemental Loan, if any, the Indebtedness evidenced by each Senior Note and secured by each Senior Instrument for
the benefit of each Senior Lender.


 


“Senior Instrument”
– Not applicable.


 


“Senior Lender”
means each holder of a Senior Note.


 


“Senior Loan Documents”
means, for a Supplemental Loan, if any, all documents relating to each loan evidenced by a Senior Note.


 




    	Multifamily Loan and Security Agreement	Page 85



     


    

  


“Senior Note”
means, for a Supplemental Loan, if any, each Multifamily Note secured by a Senior Instrument.


 


“Servicing Arrangement”
is defined in Section 11.06(b).


 


“Single
Purpose Entity” is defined in Section 6.13(a).


 


“Site Assessment” means
an environmental assessment report for the Mortgaged Property prepared at Borrower’s expense by a qualified environmental
consultant engaged by Borrower, or by Lender on behalf of Borrower, and approved by Lender, and in a manner reasonably satisfactory
to Lender, based upon an investigation relating to and making appropriate inquiries to evaluate the risks associated with Mold
and any existence of Hazardous Materials on or about the Mortgaged Property, and the past or present discharge, disposal, release
or escape of any such substances, all consistent with the most current version of the ASTM 1527 standard (or any successor standard
published by ASTM) and good customary and commercial practice.


 


“SPE Equity Owner”
is not applicable. Borrower will not be required to maintain an SPE Equity Owner in its organizational structure during the term
of the Loan and all references to SPE Equity Owner in this Loan Agreement and in the Note will be of no force or effect.


 


“Successor Borrower”
is defined in Section 11.12(b).


 


“Supplemental Indebtedness”
the Indebtedness evidenced by the Supplemental Note(s) and secured by the Supplemental Instrument(s) for the benefit of Supplemental
Lender(s), if any.


 


“Supplemental Instrument”
means, for each Supplemental Loan (whether one or more), if any, the Security Instrument executed to secure the Supplemental Note
for that Supplemental Loan.


 


“Supplemental Lender”
means, for each Supplemental Loan (whether one or more), if any, the lender named in the Supplemental Instrument for that Supplemental
Loan and its successors and/or assigns.


 


“Supplemental Loan”
means any loan that is subordinate to the Senior Indebtedness.


 


“Supplemental Loan Documents”
means, for each Supplemental Loan (whether one or more), if any, all documents relating to the loan evidenced by the Supplemental
Note for that Supplemental Loan.


 


“Supplemental Mortgage Product”
is defined in Section 11.11(a).


 


“Supplemental Note”
means, for each Supplemental Loan (whether one or more), if any, the Multifamily Note secured by the Supplemental Instrument for
that Supplemental Loan.


 


“Tax
Code” means the Internal Revenue Code of the United States, 26 U.S.C. Section 1 et seq., as amended from time to time.


 


“Taxes”
means all taxes, assessments, vault rentals and other charges, if any, whether general, special or otherwise, including all assessments
for schools, public betterments and general or local improvements, which are levied, assessed or imposed by any public authority
or quasi-public authority, and which, if not paid, will become a Lien on the Land or the Improvements.


 


“Total
Insurable Value” means the sum of the Replacement Cost, business income/rental value Insurance and the value of any
business personal property.


 




    	Multifamily Loan and Security Agreement	Page 86



     


    

  


“Transfer” means any
of the following:


 


		(i)	A sale, assignment, transfer or other disposition or divestment
of any interest in Borrower, a Designated Entity for Transfers, or the Mortgaged Property (whether voluntary, involuntary or by
operation of law).



 


		(ii)	The granting, creating or attachment of a Lien, encumbrance
or security interest (whether voluntary, involuntary or by operation of law).



 


		(iii)	The issuance or other creation of an ownership interest
in a legal entity, including a partnership interest, interest in a limited liability company or corporate stock.



 


		(iv)	The withdrawal, retirement, removal or involuntary resignation
of a partner in a partnership or a member or Manager in a limited liability company.



 


		(v)	The merger, dissolution, liquidation, or consolidation
of a legal entity or the reconstitution of one type of legal entity into another type of legal entity.



 


		(vi)	A change of the Guarantor.



 


For purposes of defining the
term “Transfer,” the term “partnership” means a general partnership, a limited partnership, a joint venture,
a limited liability partnership, or a limited liability limited partnership and the term “partner” means a general
partner, a limited partner, or a joint venturer.


 


“Transfer” does not include
any of the following:


 


		(i)	A conveyance of the Mortgaged Property at a judicial or
non-judicial foreclosure sale under the Security Instrument.



 


		(ii)	The Mortgaged Property becoming part of a bankruptcy estate
by operation of law under the Bankruptcy Code.



 


		(iii)	The filing or recording of a Lien against the Mortgaged
Property for local taxes and/or assessments not then due and payable.



 


“Transfer and Assumption
Agreement” is defined in Section 11.12(f)(iv).


 


“Transfer Fee”
means a fee paid when the Transfer is completed. Unless otherwise specified, the Transfer Fee will be equal to the lesser of the
following:


 


		(i)	1% of the outstanding principal balance of the Indebtedness
as of the date of the Transfer.



 


		(ii)	$250,000.



 


“Transfer Processing
Fee” means a nonrefundable fee of $15,000 for Lender’s review of a proposed or completed Transfer.


 


“U.S. Treasury Obligations”
means direct, non-callable and non-redeemable securities issued, or fully insured as to payment, by the United States of America.


 


“UCC Collateral”
is defined in Section 3.03.


 


“Underwriter Group”
is defined in Section 10.02(d).


 


“Uniform Commercial
Code” means the Uniform Commercial Code as promulgated in the applicable jurisdiction.


 


“Windstorm
Coverage” is defined in Section 6.10(a)(iv).


 




    	Multifamily Loan and Security Agreement	Page 87



     


    

  


	 	ARTICLE XIII	INCORPORATION
OF ATTACHED RIDERS.






 


The Riders listed on Page ii are attached
to and incorporated into this Loan Agreement.


 


	 	ARTICLE XIV	INCORPORATION
OF ATTACHED EXHIBITS.






 


The following Exhibits, if marked with an
“X” in the space provided, are attached to this Loan Agreement:


 


	x	Exhibit A	Description of the Land (required)
	 	 	 
	x	Exhibit B	Modifications to Multifamily Loan and Security Agreement
	 	 	 
	x	Exhibit C	Repair Schedule of Work
	 	 	 
	x	Exhibit D	Repair Disbursement Request (required)
	 	 	 
	x	Exhibit E	Work Commenced at Mortgaged Property
	 	 	 
	x	Exhibit F	Capital Replacements (required)
	 	 	 
	x	Exhibit G	Description of Ground Lease
	 	 	 
	x	Exhibit H	Organizational Chart of Borrower as of the Closing Date (required)
	 	 	 
	x	Exhibit I	Designated Entities for Transfers and Guarantor(s) (required)
	 	 	 
	x	Exhibit J	Description of Release Parcel
	 	 	 
	 ̈	Exhibit K	Reserved
	 	 	 
	 ̈	Exhibit L	Reserved
	 	 	 
	 ̈	Exhibit M	Reserved
	 	 	 
	 ̈	Exhibit N	Reserved
	 	 	 
	x	Exhibit O	Borrower’s Certificate of Property Improvement Alterations Completion
(required)





 


		ARTICLE XV	RESERVED.



 


REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK;

SIGNATURES ON FOLLOWING PAGES


 




    	Multifamily Loan and Security Agreement	Page 88



     


    

  


	 	BORROWER:
	 	 
	 	BR CARROLL GLENRIDGE, LLC, a Delaware limited liability company
	 	 
	 	By:	 /s/ Jordan Ruddy
	 	 	Jordan Ruddy
	 	 	Authorized Signatory


 


SIGNATURES
CONTINUE ON FOLLOWING PAGE


 




    	Multifamily Loan and Security Agreement	Page S-1



     


    

  


	 	LENDER:
	 	 
	 	KEYBANK NATIONAL ASSOCIATION, a national banking association
	 	 
	 	By:	 /s/ Tonya E. Barnes
	 	 	Tonya E. Barnes
	 	 	Vice President


 




    	Multifamily Loan and Security Agreement	Page S-2



     


    

  


RIDER TO MULTIFAMILY LOAN AND SECURITY
AGREEMENT


 


REPAIR RESERVE
FUND


 


(Revised 7-12-2016)


 


The following changes are made to the
Loan Agreement which precedes this Rider:


 


		A.	Section 4.03 is deleted and replaced with the following:



 


		4.03	Repair Reserve Fund.



 


		(a)	Deposits to Repair Reserve Fund. Lender and Borrower
acknowledge that Borrower has established the Repair Reserve Fund by depositing the Repair Reserve Deposit with Lender on the
date of this Loan Agreement, and that Borrower must complete the Repairs required pursuant to Section 6.14.



 


		(b)	Costs Charged by Lender.



 


		(i)	If Lender, in Lender’s Discretion, retains a professional
inspection engineer or other qualified third party to inspect any Repairs pursuant to the terms of Section 6.06, Lender may charge
Borrower an amount sufficient to pay all reasonable costs and expenses charged by such third party inspector.



 


		(ii)	Lender will be entitled, but not obligated, to deduct from
the Repair Reserve Fund the costs and expenses set forth in Section 4.03(b)(i). Lender will be entitled to charge Borrower
for such costs and expenses and Borrower will pay the amount of such item(s) to Lender immediately after Notice from Lender to
Borrower of such charge(s).



 


		(iii)	If there are insufficient funds to pay for the costs and
expenses set forth in Section 4.03(b)(i), then Lender will be entitled to charge Borrower for the costs and expenses specified
in Section 4.03(b)(i), and Borrower will pay the amount of such item(s) to Lender immediately after Notice from Lender to
Borrower of such charge(s).



 


		(c)	Insufficient Amount in Repair Reserve Fund. If Lender
determines, in Lender’s Discretion that the money in the Repair Reserve Fund is insufficient to pay for the Repairs, Lender
will provide Borrower with Notice of such insufficiency, and as soon as possible (but in no event later than 20 days after such
Notice) Borrower will pay to Lender an amount, in cash, equal to such deficiency, which Lender will deposit in the Repair Reserve
Fund.



 




    	Rider to Multifamily Loan and Security Agreement 
Repair Reserve Fund
	Page 1



     


    

  


		(d)	Disbursements of Repair Reserve Fund.



 


		(i)	Disbursement. From time to time, as construction
and completion of the Repairs progresses, upon Borrower’s submission of a Repair Disbursement Request in the form attached
to this Loan Agreement as Exhibit D, and provided that no Event of Default has occurred and no condition exists which but
for the passage of time or giving of Notice, or both, would constitute an Event of Default, Lender will make disbursements from
the Repair Reserve Fund for payment or reimbursement of the actual costs of the Repairs. In connection with each disbursement,
Borrower will take each of the following actions:



 


		(A)	Sign Borrower’s Repair Disbursement Request.



 


		(B)	Include with each Repair Disbursement Request a report
setting out the progress of the Repairs and any other reports or information relating to the construction of the Repairs that
may be reasonably requested by Lender.



 


		(C)	Include with each Repair Disbursement Request copies of
any applicable invoices and/or bills and appropriate lien waivers for the prior period for which disbursement was made, executed
by all contractors and suppliers supplying labor or materials for the Repairs.



 


		(D)	Include with each Repair Disbursement Request, a report
prepared by the professional engineer employed by Lender as to the status of the Repairs, unless Lender has waived this requirement
in writing.



 


		(E)	Include with each Repair Disbursement Request, Borrower’s
written representation and warranty that the Repairs as completed to the applicable stage do not violate any laws, ordinances,
rules or regulations, or building setback lines or restrictions, applicable to the Mortgaged Property.



 


Except for the final Repair Disbursement
Request, no Repair Disbursement Request may be for an amount less than the Minimum Repair Disbursement Request Amount.


 


		(ii)	Conditions Precedent. Lender will not be obligated
to make any disbursement from the Repair Reserve Fund to or for the benefit of Borrower unless at the time of such Repair Disbursement
Request all of the following conditions exist:



 


		(A)	There exists no condition, event or act that would constitute
a default (with or without Notice and/or lapse of time) under this Loan Agreement or any other Loan Document.



 


		(B)	Borrower is in full compliance with the provisions of this
Loan Agreement, the other Loan Documents and any request or demand by Lender permitted by this Loan Agreement.



 


		(C)	No lien or claim based on furnishing labor or materials
has been recorded, filed or asserted against the Mortgaged Property, unless Borrower has properly provided bond or other security
against loss in accordance with applicable law.



 




    	Rider to Multifamily Loan and Security Agreement 
Repair Reserve Fund
	Page 2



     


    

  


		(D)	All licenses, permits, and approvals of any Governmental
Authority required for the Repairs as completed to the applicable stage have been obtained and submitted to Lender upon Lender’s
request.



 


		(iii)	Reporting Requirements; Completion. Prior to the
applicable Completion Date, Borrower will deliver to Lender, in addition to the information required by Section 4.03(d)(i) above,
all of the following:



 


		(A)	Contractor’s Certificate. If required by Lender,
a certificate signed by each major contractor and supplier of materials, as reasonably determined by Lender, engaged to provide
labor or materials for the Repairs to the effect that such contractor or supplier has been paid in full for all work completed
and that the portion of the Repairs provided by such contractor or supplier has been fully completed in accordance with the plans
and specifications (if any) provided to it by Borrower and that such portion of the Repairs is in compliance with all applicable
building codes and other rules and regulations promulgated by any applicable regulatory authority or Governmental Authority.



 


		(B)	Borrower’s Certificate. A certificate signed
by Borrower to the effect that the Repairs have been fully paid for and that all money disbursed from the Repair Reserve Fund
has been used for the Repairs and no claim exists against Borrower or against the Mortgaged Property out of which a lien based
on furnishing labor or material exists or might ripen. Borrower may except from the certificate described in the preceding sentence
any claim(s) that Borrower intends to contest, provided that any such claim is described in Borrower’s certificate and Borrower
certifies to Lender that the money in the Repair Reserve Fund is sufficient to make payment of the full amount which might in
any event be payable in order to satisfy such claim(s). If required by Lender, Borrower also must certify to Lender that the Repairs
are in compliance with all applicable building codes and zoning ordinances.



 


		(C)	Engineer’s Certificate. If required by Lender,
a certificate signed by the professional engineer employed by Lender to the effect that the Repairs have been completed in a good
and workmanlike manner in compliance with the Repair Schedule of Work and all applicable building codes, zoning ordinances and
other rules and regulations promulgated by applicable regulatory or Governmental Authorities.



 


		(D)	Other Certificates. Any other certificates of approval,
acceptance or compliance required by Lender from any Governmental Authority having jurisdiction over the Mortgaged Property and
the Repairs.



 




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		(iv)	Inspection. Prior to and as a condition of the final
disbursement of funds from the Repair Reserve Fund, Lender will inspect or will cause the Repairs and Improvements to be inspected
in accordance with the terms of Section 6.06(a), to determine whether all interior and exterior Repairs have been completed in
a manner acceptable to Lender.



 


		(v)	Indirect and Excess Disbursements from Repair Reserve
Fund. Lender, in its sole and absolute discretion, is authorized to hold, use and disburse funds from the Repair Reserve Fund
to pay any and all costs, charges and expenses whatsoever and howsoever incurred or required in connection with the construction
and completion of the Repairs, or, if an Event of Default has occurred and is continuing, in the payment or performance of any
obligation of Borrower to Lender. If Lender, for purposes specified in this Section 4.03, elects to pay any portion of the money
in the Repair Reserve Fund to parties other than Borrower, then Lender may do so, at any time and from time to time, and the amount
of advances to which Borrower will be entitled under this Loan Agreement will be correspondingly reduced.



 


		(vi)	Repair Schedule of Work. All disbursements from
the Repair Reserve Fund will be limited to the costs of those items set forth on the Repair Schedule of Work. Without the prior
written consent of Lender, Borrower will not make any payments from the Repair Reserve Fund other than for the costs of those
items set forth on the Repair Schedule of Work or alter the Repair Schedule of Work.



 


		(e)	Termination of Repair Reserve Fund. The provisions
of this Section 4.03 will cease to be effective upon the completion of the Repairs in accordance with this Loan Agreement to Lender’s
satisfaction, and the full disbursement by Lender of the Repair Reserve Fund. If there are funds remaining in the Repair Reserve
Fund after the Repairs have been completed in accordance with this Loan Agreement, and provided no Event of Default has occurred
and is continuing under this Loan Agreement or under any of the other Loan Documents, and no condition exists which but for the
passage of time or giving of Notice, or both, would constitute an Event of Default, such funds remaining in the Repair Reserve
Fund will be refunded by Lender to Borrower.



 


		(f)	Right to Complete Repairs. If Borrower abandons
or fails to proceed diligently with the Repairs or otherwise, or there exists an Event of Default under this Loan Agreement, Lender
will have the right (but not the obligation) to enter upon the Mortgaged Property and take over and cause the completion of the
Repairs. Any contracts entered into or indebtedness incurred upon the exercise of such right may be in the name of Borrower, and
Lender is irrevocably appointed the attorney in fact of Borrower, such appointment being coupled with an interest, to enter into
such contracts, incur such obligations, enforce any contracts or agreements made by or on behalf of Borrower (including the prosecution
and defense of all actions and proceedings in connection with the Repairs and the payment, settlement, or compromise of all claims
for materials and work performed in connection with the Repairs) and do any and all things necessary or proper to complete the
Repairs including signing Borrower’s name to any contracts and documents as may be deemed necessary by Lender. In no event
will Lender be required to expend its own funds to complete the Repairs, but Lender may, in Lender’s sole and absolute discretion,
advance such funds. Any funds advanced will be added to the Indebtedness, secured by the Security Instrument and payable to Lender
by Borrower in accordance with the provisions of the Loan Documents pertaining to the protection of Lender’s security and
advances made by Lender. Borrower waives any and all claims it may have against Lender for materials used, work performed or resultant
damage to the Mortgaged Property.



 




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		(g)	Completion of Repairs. Lender’s disbursement
of monies in the Repair Reserve Fund or other acknowledgment of completion of any Repair in a manner satisfactory to Lender will
not be deemed a certification by Lender that the Repair has been completed in accordance with applicable building, zoning or other
codes, ordinances, statutes, laws, regulations or requirements of any Governmental Authority. Borrower will at all times have
the sole responsibility for insuring that all Repairs are completed in accordance with all such governmental requirements.



 


		B.	The following definitions are added to Article XII:



 


“Minimum Repair Disbursement
Request Amount” means $7,500.00.


 


“Repair Disbursement
Request” means Borrower’s written requests to Lender in the form attached as Exhibit D for the disbursement
of money from the Repair Reserve Fund pursuant to Article IV.


 


“Repair Reserve Deposit”
means $975,937.50.


 


“Repair Reserve Disbursement
Period” means the interval between disbursements from the Repair Reserve Fund, which interval will be no shorter than
once every 90 days during the term of this Loan Agreement.


 


“Repair Reserve Fund”
means the account which may be established by this Loan Agreement into which the Repair Reserve Deposit is deposited.


 


“Repair Schedule
of Work” means the Repair Schedule of Work attached as Exhibit C.


 




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RIDER TO MULTIFAMILY LOAN AND SECURITY
AGREEMENT


 


REPLACEMENT
RESERVE FUND – IMMEDIATE DEPOSITS


 


(Revised 7-1-2014)


 


The following changes are made to the Loan
Agreement which precedes this Rider:


 


		A.	Section 4.04 is deleted and replaced with the following:



 


		4.04	Replacement Reserve Fund.



 


		(a)	Deposits to Replacement Reserve Fund. On the Closing Date, the parties will establish the
Replacement Reserve Fund and Borrower will pay the Initial Deposit to Lender for deposit into the Replacement Reserve Fund. Commencing
on the date the first installment of principal and/or interest is due under the Note and continuing on the same day of each successive
month until the Loan is paid in full, Borrower will pay the Monthly Deposit to Lender for deposit into the Replacement Reserve
Fund, together with its regular monthly payments of principal and/or interest as required by the Note. A transfer of funds into
the Replacement Reserve Fund from the Repair Reserve Fund, pursuant to the terms of Section 4.03(e), if applicable, will not alter
or reduce the amount of any deposits to the Replacement Reserve Fund.



 


		(b)	Costs Charged by Lender.



 


		(i)	If Lender, in Lender’s Discretion, retains a professional inspection engineer or other qualified
third party to inspect any Capital Replacements pursuant to the terms of Section 6.06, Lender may charge Borrower an amount sufficient
to pay all reasonable costs and expenses charged by such third party inspector.



 


		(ii)	If there are sufficient funds in Replacement Reserve Fund, Lender will be entitled, but not obligated,
to deduct from the Replacement Reserve Fund the costs and expenses set forth in Section 4.04(b)(i). Lender will be entitled
to charge Borrower for such costs and expenses and Borrower will pay the amount of such item(s) to Lender immediately after Notice
from Lender to Borrower of such charge(s).



 


		(iii)	If there are insufficient funds in the Replacement Reserve Fund, then Lender will be entitled to
charge Borrower for the costs and expenses specified in Section 4.04(b)(i), and Borrower will pay the amount of such item(s)
to Lender immediately after Notice from Lender to Borrower of such charge(s).



 


		(c)	Adjustments to Replacement Reserve Fund. If the initial term of the Loan is greater than
120 months, then the following provisions will apply:



 


		(i)	Lender reserves the right to adjust the amount of the Monthly Deposit based on Lender’s assessment
of the physical condition of the Mortgaged Property, however, Lender will not make such an adjustment prior to the date that is
120 months after the first installment due date, nor more frequently than every 10 years thereafter during the term of the Loan.



 



    	
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		(ii)	Borrower will pay the cost of any assessment required by Lender pursuant to Section 4.04(c)(i)
to Lender immediately after Notice from Lender to Borrower of such charge.



 


		(iii)	Upon Notice from Lender or Loan Servicer, Borrower will begin paying the Revised Monthly Deposit
on the first monthly payment date that is at least 30 days after the date of Lender’s or Loan Servicer’s Notice.
If Lender or Loan Servicer does not provide Borrower with Notice of a Revised Monthly Deposit, Borrower will continue to pay the
Monthly Deposit or the Revised Monthly Deposit then in effect.



 


		(d)	Insufficient Amount in Replacement Reserve Fund. If Borrower requests disbursement from
the Replacement Reserve Fund for a Capital Replacement in accordance with this Loan Agreement in an amount which exceeds the amount
on deposit in the Replacement Reserve Fund, Lender will disburse to Borrower only the amount on deposit in the Replacement Reserve
Fund. Borrower will pay all additional amounts required in connection with any such Capital Replacement from Borrower’s own
funds.



 


		(e)	Reserved.



 


		(f)	Reserved.



 


		(g)	Disbursements from Replacement Reserve Fund.



 


		(i)	Requests for Disbursement. Lender will disburse funds from the Replacement Reserve Fund
as follows:



 


		(A)	Borrower’s Request. If Borrower determines, at any time or from time to time, that
a Capital Replacement is necessary or desirable, Borrower will perform such Capital Replacement and request from Lender, in writing,
reimbursement for such Capital Replacement. Borrower’s request for reimbursement will include (1) a detailed description
of the Capital Replacement performed, together with evidence, satisfactory to Lender, that the cost of such Capital Replacement
has been paid, and (2) if required by Lender, lien waivers from each contractor and material supplier supplying labor or materials
for such Capital Replacement.



 


		(B)	Lender’s Request. If Lender reasonably determines at any time or from time to time,
that a Capital Replacement is necessary for the proper maintenance of the Mortgaged Property, it will so notify Borrower, in writing,
requesting that Borrower obtain and submit to Lender bids for all labor and materials required in connection with such Capital
Replacement. Borrower will submit such bids and a time schedule for completing each Capital Replacement to Lender within 30 days
after Borrower’s receipt of Lender’s Notice. Borrower will perform such Capital Replacement and request from Lender,
in writing, reimbursement for such Capital Replacement. Borrower’s request for reimbursement will include (1) a detailed
description of the Capital Replacement performed, together with evidence, satisfactory to Lender, that the cost of such Capital
Replacement has been paid, and (2) if required by Lender, lien waivers from each contractor and material supplier supplying labor
or materials for such Capital Replacement.



 




    	
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		(ii)	Conditions Precedent. Disbursement from the Replacement Reserve Fund will be made no more
frequently than once every Replacement Reserve Disbursement Period and, except for the final disbursement, no disbursement will
be made in an amount less than the Minimum Replacement Disbursement Request Amount. Disbursements will be made only if the following
conditions precedent have been satisfied, as determined by Lender in Lender’s Discretion:



 


		(A)	Each Capital Replacement has been performed and/or installed on the Mortgaged Property in a good
and workmanlike manner with suitable materials (or in the case of a partial disbursement, performed and/or installed on the Mortgaged
Property to an acceptable stage), in accordance with good building practices and all applicable laws, ordinances, rules and regulations,
building setback lines and restrictions applicable to the Mortgaged Property, and has been paid for by Borrower as evidenced by
copies of all applicable paid invoices or bills submitted to Lender by Borrower at the time Borrower requests disbursement from
the Replacement Reserve Fund.



 


		(B)	There is no condition, event or act that would constitute a default (with or without Notice and/or
lapse of time).



 


		(C)	No Lien or claim based on furnishing labor or materials has been recorded, filed or asserted against
the Mortgaged Property, unless Borrower has properly provided a bond or other security against loss in accordance with applicable
law.



 


		(D)	All licenses, permits and approvals of any Governmental Authority required for the Capital Replacement
as completed to the applicable stage have been obtained and submitted to Lender upon Lender’s request.



 




    	
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		(h)	Right to Complete Capital Replacements. If Borrower abandons or fails to proceed diligently
with any Capital Replacement in a timely fashion or an Event of Default occurs and continues under this Loan Agreement for 30 days
after Notice of such failure by Lender to Borrower, Lender will have the right (but not the obligation) to enter upon the Mortgaged
Property and take over and cause the completion of such Capital Replacement. However, no such Notice or cure period will apply
in the case of such failure which could, in Lender’s sole and absolute discretion, absent immediate exercise by Lender of
a right or remedy under this Loan Agreement, result in harm to Lender, tenants or third parties or impairment of the security given
under this Loan Agreement, the Security Instrument or any other Loan Document. Any contracts entered into or indebtedness incurred
upon the exercise of such right may be in the name of Borrower, and Lender is irrevocably appointed the attorney in fact for Borrower,
such appointment being coupled with an interest, to enter into such contracts, incur such obligations, enforce any contracts or
agreements made by or on behalf of Borrower (including the prosecution and defense of all actions and proceedings in connection
with the Capital Replacement and the payment, settlement or compromise of all bills and claims for materials and work performed
in connection with the Capital Replacement) and do any and all things necessary or proper to complete any Capital Replacement,
including signing Borrower’s name to any contracts and documents as may be deemed necessary by Lender. In no event will Lender
be required to expend its own funds to complete any Capital Replacement, but Lender may, in Lender’s Discretion, advance
such funds. Any funds advanced will be added to the Indebtedness, secured by the Security Instrument and payable to Lender by Borrower
in accordance with the provisions of the Note, this Loan Agreement, the Security Instrument and any other Loan Document pertaining
to the protection of Lender’s security and advances made by Lender.



 


		(i)	Completion of Capital Replacements. Lender’s disbursement of monies from the Replacement
Reserve Fund or other acknowledgment of completion of any Capital Replacement in a manner satisfactory to Lender in Lender’s
Discretion will not be deemed a certification by Lender that the Capital Replacement has been completed in accordance with applicable
building, zoning or other codes, ordinances, statutes, laws, regulations or requirements of any Governmental Authority. Borrower
will at all times have the sole responsibility for ensuring that all Capital Replacements are completed in accordance with all
such requirements of any Governmental Authority.



 


		(j)	Reserved.



 


		(k)	Reserved.



 


		B.	The following definitions are added to Article XII:



 


“Initial Deposit”
means $0.00.


 


“Minimum Replacement
Disbursement Request Amount” means $7,500.00.


 


“Monthly Deposit”
means $10,840.00.


 


“Replacement Reserve
Deposit” means the Initial Deposit, the Monthly Deposit and/or the Revised Monthly Deposit, as appropriate.


 


“Replacement Reserve
Disbursement Period” means the interval between disbursements from the Replacement Reserve Fund, which interval will
be no shorter than once a month.


 


“Replacement Reserve
Fund” means the account established pursuant to this Loan Agreement to defray the costs of Capital Replacements.


 


“Revised Monthly Deposit”
means the adjusted amount per month that Lender determines Borrower must deposit in the Replacement Reserve Fund following any
adjustment determination by Lender pursuant to Section 4.04(c).


 




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RIDER TO MULTIFAMILY
LOAN AND SECURITY AGREEMENT


 


AFFILIATE TRANSFER


 


(MPC Partnership
Holdings LLC)


 


(Revised 7-12-2016)


 


The following changes are made to the Loan
Agreement which precedes this Rider:


 


		A.	Section 7.03(d)(i) is deleted and replaced with the following:



 


		(i)	Affiliate Transfer. A Transfer of any direct or indirect interests in Borrower held by, or
by an entity owned and Controlled by, MPC Partnership Holdings LLC (“Affiliate Transferor”) to one or more of Affiliate
Transferor’s Affiliates (“Affiliate Transfer”) provided that each of the following conditions is satisfied:



 


		(A)	Borrower provides Lender with at least 30 days prior Notice of the proposed Affiliate Transfer
and pays to Lender the Transfer Processing Fee.



 


		(B)	At the time of the proposed Affiliate Transfer, no Event of Default has occurred and is continuing
and no event or condition has occurred and is continuing that, with the giving of Notice or the passage of time, or both, would
become an Event of Default.



 


		(C)	Borrower pays or reimburses Lender, upon demand, for all costs and expenses including all Attorneys’
Fees and Costs, incurred by Lender in connection with the Affiliate Transfer.



 


		(D)	Lender determines, in Lender’s Discretion, that the Affiliate meets Lender’s eligibility,
credit, management and other standards.



 


		(E)	After the Affiliate Transfer, MPC Partnership Holdings LLC maintains direct or indirect Control
of the Affiliate transferee, and Control and management of the day-to-day operations of Borrower continue to be held by
the Person exercising such Control and management immediately prior to the Affiliate Transfer and there is no change in the Guarantor,
if applicable.



 


		(F)	Lender receives organizational charts reflecting the structure of Borrower prior to and after the
Affiliate Transfer.



 


		(G)	Lender will not be entitled to collect a Transfer Fee as the result of the Affiliate Transfer.



 


		(H)	Lender receives confirmation acceptable to Lender that (1) the requirements of Section 6.13 continue
to be satisfied, and (2) the term of existence of the Affiliate (exclusive of any unexercised extension options or rights) does
not expire prior to the Maturity Date.



 


		(I)	Borrower delivers to Lender a search confirming that the Affiliate is not on any Prohibited Parties
List.



 




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		(J)	If a nonconsolidation opinion was delivered on the Closing Date and if, after giving effect to
the Affiliate Transfer and all prior Transfers, 50% or more in the aggregate of direct or indirect interests in Borrower are owned
by any Person and its Affiliates that owned less than a 50% direct or indirect interest in Borrower as of the Closing Date, Borrower
delivers to Lender an opinion of counsel for Borrower, in form and substance satisfactory to Lender, with regard to nonconsolidation.



 


		(K)	Borrower either (1) certifies that there are no Non-US Equity Holders, or (2) delivers to Lender
searches confirming that no Non-U.S. Equity Holder is on any Prohibited Parties List.



 


		(L)	At Lender’s request, Borrower executes a reaffirmation of its obligations under the
Loan Documents in a form acceptable to Lender.



 


		(M)	In the event of a Transfer prohibited by or
requiring Lender’s approval under this Section 7.03, the provisions of this Section 7.03(d)(i) may be modified or rendered
void by Lender at Lender’s sole option by Notice to Borrower and the transferee(s) as a condition to Lender’s consent.



 


		B.	The following definition is added to Article XII:



 


“Affiliate
Transfer” is defined in Section 7.03(d)(i).


 


“Affiliate
Transferor” is defined in Section 7.03(d)(i).


 




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RIDER TO MULTIFAMILY
LOAN AND SECURITY AGREEMENT


 


AFFILIATE TRANSFER


 


(Bluerock Residential
Holdings, LP)


 


(Revised 7-12-2016)


 


The following changes are made to the Loan
Agreement which precedes this Rider:


 


		A.	Section 7.03(d) (i)(ii)
is deleted and replaced with the following:



 


		(ii)	Affiliate Transfer. A Transfer of any direct or indirect interests in Borrower held by an
entity directly or indirectly owned and Controlled by Bluerock Residential Growth REIT, Inc. (“Bluerock Affiliate Transferor”)
to one or more “Bluerock Affiliate Transferor’s Affiliates” (“Bluerock Affiliate Transfer”) provided
that each of the following conditions is satisfied:



 


		(A)	Borrower provides Lender with at least 30 days prior Notice of the proposed Bluerock Affiliate
Transfer and pays to Lender the Transfer Processing Fee.



 


		(B)	At the time of the proposed Bluerock Affiliate Transfer, no Event of Default has
occurred and is continuing and no event or condition has occurred and is continuing that, with the giving of Notice or the passage
of time, or both, would become an Event of Default.



 


		(C)	Borrower pays or reimburses Lender, upon demand, for all costs and expenses including all Attorneys’
Fees and Costs, incurred by Lender in connection with the Bluerock Affiliate Transfer.



 


		(D)	Lender determines, in Lender’s Discretion, that the Bluerock Affiliate Transferor’s
Affiliate meets Lender’s eligibility, credit, management and other standards.



 


		(E)	After the Bluerock Affiliate Transfer, Control and management of the day-to-day operations
of Borrower and the Facility continue to be held by the Person exercising such Control and management immediately prior to the
Bluerock Affiliate Transfer and there is no change in the Guarantor, if applicable.



 


		(F)	Lender receives organizational charts reflecting the structure of Borrower prior to and after the
Bluerock Affiliate Transfer.



 


		(G)	Lender will not be entitled to collect a Transfer Fee as the result of the Bluerock Affiliate
Transfer.



 


		(H)	Lender receives confirmation acceptable to Lender that (1) the requirements of Section 6.13 continue
to be satisfied, and (2) the term of existence of the Bluerock Affiliate Transferor’s Affiliate (exclusive
of any unexercised extension options or rights) does not expire prior to the Maturity Date.



 




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		(I)	Borrower delivers to Lender a search confirming that the Bluerock Affiliate Transferor’s
Affiliate is not on any Prohibited Parties List.



 


		(J)	If a nonconsolidation opinion was delivered on the Closing Date and if, after giving effect to
the Bluerock Affiliate Transfer and all prior Transfers, 50% or more in the aggregate of direct or indirect interests
in Borrower are owned by any Person and its Affiliates that owned less than a 50% direct or indirect interest in Borrower as of
the Closing Date, Borrower delivers to Lender an opinion of counsel for Borrower, in form and substance satisfactory to Lender,
with regard to nonconsolidation.



 


		(K)	Borrower either (1) certifies that there are no Non-US Equity Holders, or (2) delivers to Lender
searches confirming that no Non-U.S. Equity Holder is on any Prohibited Parties List.



 


		(L)	At Lender’s request, Borrower executes a reaffirmation of its obligations under the
Loan Documents in a form acceptable to Lender.



 


		(M)	In the event of a Transfer prohibited by or
requiring Lender’s approval under this Section 7.03, the provisions of this Section 7.03(d)(ii) may be modified or rendered
void by Lender at Lender’s sole option by Notice to Borrower and the transferee(s) as a condition to Lender’s consent.



 


		B.	The following definition is added to Article XII:



 


“Bluerock
Affiliate Transfer” is defined in Section 7.03(d) (i)(ii).


 


“Bluerock
Affiliate Transferor” is defined in Section 7.03(d) (i)(ii).


 


“Bluerock Affiliate
Transferor’s Affiliates” is defined as any entity that is, directly or indirectly, owned or otherwise controlled by,
or under common control with, Bluerock Residential Growth REIT , Inc. For purposes hereof, Bluerock Residential Growth REIT, Inc
will be deemed controlled by Ramin Kamfar, its current Chief Executive Officer, President and Board Chairman as well as the majority
owner of its advisor.


 




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RIDER TO MULTIFAMILY
LOAN AND SECURITY AGREEMENT


 


BUY-SELL TRANSFER


 


(Revised 7-12-2016)


 


The following changes are made to the Loan
Agreement which precedes this Rider:


 


		A.	Section 7.03(d)(iii) is deleted and replaced with the following:



 


		(iii)	Buy-Sell Transfer. A one-time Transfer (“Buy-Sell Transfer”) pursuant
to a buy-sell agreement, operating agreement, joint venture agreement or similar agreement of the interests in BR Carroll
Glenridge JV LLC, the sole member of Borrower.



 


		(A)	The Buy-Sell Transfer may consist of either of the following Transfers:



 


		(1)	The Transfer of the interests of BR Glenridge JV Member, LLC, a Delaware limited liability
company (for convenience, referred to herein as “Manager”) to Carroll Co-Invest IV Glenridge,
LLC, a Delaware limited liability company or to its wholly owned Affiliate (for convenience, referred
to herein as “Equity”) (either by purchase of the ownership interest of the Manager or replacement of
the Manager as the general partner, manager or managing member).



 


		(2)	The Transfer of the Equity’s ownership to the Manager or to a wholly owned
Affiliate of Manager (either by purchase of the ownership interest of the Equity or replacement of the Equity as a participant
in any management committee).



 


		(B)	The Buy-Sell Transfer will be a permitted Transfer if each of the following conditions is satisfied:



 


		(1)	Borrower provides Lender with at least 30 days prior Notice of the proposed Buy-Sell Transfer and
pays to Lender the Transfer Processing Fee.



 


		(2)	At the time of the proposed Buy-Sell Transfer, no Event of Default has occurred and is continuing
and no event or condition has occurred and is continuing that, with the giving of Notice or the passage of time, or both, would
become an Event of Default; provided, however, if the Buy-Sell Transfer would cure the Event of Default, the Buy-Sell Transfer
must occur within 60 days after all conditions in this Section have been met to Lender’s satisfaction.



 


		(3)	Borrower pays or reimburses Lender, upon demand, for all costs and expenses, including all Attorneys’
Fees and Costs, incurred by Lender in connection with the Buy-Sell Transfer.



 




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		(4)	For the purposes of this Section 7.03(d)(iii), Bluerock Residential Growth REIT, Inc. will
be referred to as the “Bluerock Guarantor,” and Carroll Multifamily Real Estate Fund IV, LP will be referred to as
the “Carroll Guarantor.” If there is a new manager of Borrower (“New Manager”),
New Manager provides a guarantor (“New Manager Guarantor”) acceptable to Lender in Lender’s Discretion,
and each of the following requirements is met (collectively, the “New Manager Requirements”):



 


		(I)	At the time of the Buy-Sell Transfer, if the Manager is the transferor, the Carroll
New Manager Guarantor has a net worth of at least $15,000,000, and liquid assets of at least $3,000,000.



 


		(II)	Lender receives all information and organizational documents requested by Lender in Lender’s
Discretion, with respect to New Manager Guarantor At the time of the Buy-Sell Transfer, if the Equity is the transferor,
the Bluerock Guarantor has a net worth of at least $15,000,000, and liquid assets of at least $4,843,100.



 


		(III)	New Manager Guarantor The Bluerock Guarantor (if the Equity is the transferor)
or the Carroll Guarantor (if the Manager is the transferor)  executes a ratification of its Guaranty in a
form acceptable to Lender and in substantially the same form as the Guaranty executed on the Closing Date (“New
Manager Guaranty”), however, if New Manager Guarantor is an entity, the following conditions
will be applicable:



 


		(X)	The New Manager ratification of the Guaranty has been modified
to include, at New Manager Guarantor’s option, either  will confirm that the ratifying Guarantor alone must
satisfy the requirements of the Rider to Guaranty – Material Adverse Change, or the Rider to Guaranty – Minimum
Net Worth/Liquidity, as applicable, during the entire remaining term of the Loan.



 


		(Y)	Section 9.01(ccc) will be deleted and replaced with the following:



 


		(ccc)	Any failure by Guarantor to comply with the Minimum Net Worth/Liquidity Rider to the Guaranty,
or the Material Adverse Change Rider to the Guaranty, if applicable.



 


		(IV)	Following the Buy-Sell Transfer, Control and management of the day-to-day operations of the Equity
(if the Manager is the transferor) or of the Manager (if the Equity is the transferor) continues to be held by the
Person exercising such Control and management immediately prior to the Buy-Sell Transfer.



 




    	Rider to Multifamily Loan and Security Agreement
 Buy-Sell Transfer
	Page 2



     


    

 


		(5)	The Mortgaged Property continues to be managed by the initial Property Manager or a successor Property
Manager satisfactory to Lender pursuant to a property management agreement approved by Lender in writing; which approval will not
be unreasonably withheld, provided that such successor Property Manager and Borrower execute an assignment of the management agreement
in form acceptable to Lender.



 


		(6)	Reserved.



 


		(7)	At the time of the proposed Buy-Sell Transfer, if the Equity (if the Manager
is the transferor) or the becomes a New Manager (if the Equity is the transferor), it
certifies to Lender that its net worth and liquidity are substantially the same as or better than its net worth and liquidity as
of the date of this Loan Agreement and there is not any pending bankruptcy, reorganization or litigation which
would substantially negatively affect such net worth and/or liquidity.



 


		(8)	Lender receives organizational charts reflecting the structure of Borrower prior to and after the
Buy-Sell Transfer.



 


		(9)	Lender receives confirmation acceptable to Lender that (1) the requirements of Section 6.13 continue
to be satisfied, and (2) the term of existence of each of the Equity and the Manager (exclusive of any unexercised
extension options or rights) does not expire prior to the Maturity Date.



 


		(10)	If the Transfer is to a wholly-owned Affiliate of either the Equity or Manager,
Borrower delivers to Lender a search confirming that the transferee Affiliate is not on any Prohibited Parties List.



 


		(11)	If a nonconsolidation opinion was delivered on the Closing Date and if, after giving effect to
the Buy-Sell Transfer and all prior Transfers, 50% or more in the aggregate of direct or indirect interests in Borrower are owned
by any Person and its Affiliates that owned less than a 50% direct or indirect interest in Borrower as of the Closing Date, Borrower
delivers to Lender an opinion of counsel for Borrower, in form and substance satisfactory to Lender with regard to nonconsolidation.



 


		(12)	If there is a New Manager Guarantor and all of the New Manager R the requirements
of Section 7.03(d)(iii)(B)(4) have been satisfied, the Bluerock Guarantor (if the Manager is
the transferor) or the Carroll Guarantor (if the Equity is the transferor), may request will be
deemed automatically to have requested a release of its liability under the Guaranty in accordance with Section 7.05(c)
of this Loan Agreement.



 


		(13)	Borrower either (1) certifies that there are no Non-US Equity Holders, or (2) delivers to Lender
searches confirming that no Non-U.S. Equity Holder is on any Prohibited Parties List.



 


		B.	The following definitions are added to Article XII:



 


“Buy-Sell Transfer”
is defined in Section 7.03(d)(iii).


 




    	Rider to Multifamily Loan and Security Agreement
 Buy-Sell Transfer
	Page 3



     


    

 


“Equity”
is defined in Section 7.03(d)(iii)(A)(1).


 


“Manager”
is defined in Section 7.03(d)(iii)(A)(1).


 


“New
Manager” is defined in Section 7.03(d)(iii)(B)(4).


 


“New
Manager Guarantor” is defined in Section 7.03(d)(iii)(B)(4).


 


“New
Manager Guaranty” is defined in Section 7.03(d)(iii)(B)(4)(III).


 


“New
Manager Requirements” is defined in Section 7.03(d)(iii)(B)(4).


 




    	Rider to Multifamily Loan and Security Agreement
 Buy-Sell Transfer
	Page 4



     


    

 


RIDER TO MULTIFAMILY LOAN AND SECURITY
AGREEMENT


 


RATE CAP AGREEMENT AND RATE CAP AGREEMENT
RESERVE FUND


 


(Revised 1-27-2016)


 


The following changes are made to the Loan
Agreement which precedes this Rider:


 


		A.	Section 3.04 is deleted and replaced with the following:



 


		3.04	Cap Agreement and Cap Collateral Assignment.



 


		(a)	Cap Agreement. To protect against fluctuations in interest rates, Borrower must obtain and
maintain a Cap Agreement at all times so long as the Loan is outstanding. The initial Cap Agreement must be successfully bid no
later than the Closing Date and be effective for an initial term ending not earlier than the third anniversary of the Closing Date.
The initial Cap Agreement must be in a Notional Amount equal to the principal amount of the Loan on the Closing Date and have a
Strike Rate that does not exceed the Original Strike Rate. The Cap Agreement, including any Replacement Cap Agreement, must be
from a Cap Provider, be in a form acceptable to Lender, and obligate the Cap Provider to make monthly payments directly to Lender
or to Loan Servicer on behalf of Lender in an amount equal to the excess of (i) the interest on the Notional Amount at the Index
Rate over (ii) interest on the Notional Amount at the Strike Rate.



 


		(b)	Replacement Cap Agreement. At least 60 days prior to the date on which an existing
Cap Agreement terminates, Borrower must give Notice to and provide evidence satisfactory to Lender that Borrower will deliver a
Replacement Cap Agreement. Borrower must ensure that the Replacement Cap Agreement is in full force and effect not later than the
day immediately following the expiration of the then-existing Cap Agreement. Any Replacement Cap Agreement must satisfy the requirements
for a Cap Agreement in this Loan Agreement and (i) have a term expiring not earlier than one year from its effective date, (ii)
have a Strike Rate that does not exceed the Original Strike Rate, and (iii) be in a Notional Amount equal to the outstanding principal
balance due under the Note on the effective date of the Replacement Cap Agreement.



 


		(c)	Attorneys’ Fees and Costs. Borrower must pay or reimburse Lender, upon demand, for
all costs and expenses in connection with the initial Cap Agreement and any Replacement Cap Agreement, including (i) all Attorneys’
Fees and Costs incurred by Lender, and (ii) the cost of the cap broker, if any.



 


		(d)	Cap Collateral. To secure Borrower’s payment obligations under the Loan, Borrower
grants to Lender a security interest in the Cap Collateral, including any Replacement Cap Agreement.



 


B.Section 4.07 is deleted and
replaced with the following:


 


		4.07	Rate Cap Agreement Reserve Fund. As a condition to making the Loan, Lender has required
Borrower to establish the Rate Cap Agreement Reserve Fund to ensure that adequate funds are available for, among other things,
the purchase, if applicable, of any Replacement Cap Agreement.



 




    	Rider to Multifamily Loan and Security Agreement
 Rate Cap Agreement and Rate Cap Agreement Reserve Fund	Page 1



     


    

 


		(a)	Deposits to Rate Cap Agreement Reserve Fund. If the initial Cap Agreement terminates prior
to the Maturity Date, Lender will establish the Rate Cap Agreement Reserve Fund on the Closing Date. Commencing on the date the
first installment of principal and/or interest is due under the Note and continuing on the same day for each successive month until
the purchase of the last Replacement Cap Agreement, Borrower must pay to Lender an amount equal to the Rate Cap Reserve Deposit.



 


		(b)	Adjustments to Rate Cap Reserve Deposit. Lender will recompute the amount of the Rate Cap
Reserve Deposit every 6 months based on the anticipated outstanding principal balance due under the Note immediately prior to termination
of the then-existing Cap Agreement. Lender will provide Notice to Borrower of any revised Rate Cap Reserve Deposit.



 


		(c)	Disbursements from Rate Cap Agreement Reserve Fund. Lender will apply the funds in the Rate
Cap Agreement Reserve Fund to the cost of the Replacement Cap Agreement, unless an Event of Default has occurred and is continuing,
in which case Lender at its option may apply such funds to the Indebtedness in any amount and in any order as Lender determines
in Lender’s Discretion. To the extent there are funds in the Rate Cap Agreement Reserve Fund in excess of the cost of the
Replacement Cap Agreement, such funds may be applied to pay Attorneys’ Fees and Costs related to the Replacement Cap Agreement
and to pay the cap broker, if any. In the event that, for any reason, there are insufficient funds in the Rate Cap Agreement Reserve
Fund to purchase a Replacement Cap Agreement, Borrower must fund the amount of any such deficiency, including amounts necessary
to pay Attorneys’ Fees and Costs and the cost of the cap broker, if any.



 


		(d)	Termination of Rate Cap Agreement Reserve Fund. Upon purchase by Borrower of a Replacement
Cap Agreement with an expiration date on or after the Maturity Date, Borrower will no longer be required to make Rate Cap Reserve
Deposits. Any funds remaining in the Rate Cap Agreement Reserve Fund will be returned to Borrower upon the earlier to occur of
(i) purchase of a Replacement Cap Agreement with a termination date not earlier than the Maturity Date, provided no Event of Default
has occurred and is continuing, or (ii) payment in full of the Indebtedness.



 


		C.	Section 5.22 is deleted and replaced with the following:



 


		5.22	Cap Collateral.



 


		(a)	Obligation to Make Cap Payments. Borrower has instructed each Cap Provider and any guarantor
of a Cap Provider’s obligations to make Cap Payments directly to Lender or to Loan Servicer on behalf of Lender.



 


		(b)	Dodd-Frank Act. Borrower has complied with the applicable requirements of the Dodd-Frank
Act in purchasing the initial Cap Agreement.



 




    	Rider to Multifamily Loan and Security Agreement
 Rate Cap Agreement and Rate Cap Agreement Reserve Fund	Page 2



     


    

 


		D.	Section 6.18 is deleted and replaced with the following:



 


		6.18	Cap Collateral.



 


		(a)	Obligation to Make Payments. Borrower will instruct each Cap Provider and any guarantor
of a Cap Provider’s obligations to make Cap Payments directly to Lender or to Loan Servicer on behalf of Lender.



 


		(b)	Dodd-Frank Act. Borrower will comply with the applicable requirements of the Dodd-Frank
Act in purchasing any Replacement Cap Agreement.



 


		E.	The following definitions are added to Article XII:



 


“Dodd Frank Act”
means the Dodd-Frank Wall Street Reform and Consumer Protection Act.


 


“Index Rate”
means the published variable rate index designated in the Cap Agreement as the “Floating Rate Option,” which Index
Rate must be 1-month LIBOR.


 


“Notional Amount”
means the dollar amount designated in the Cap Agreement as the “Notional Amount” which must be (i) with respect to
the initial Cap Agreement, an amount equal to the principal amount of the Loan on the Closing Date, and (ii) with respect to any
Replacement Cap Agreement, an amount equal to the outstanding principal balance due under the Note on the commencement date of
the Replacement Cap Agreement.


 


“Original Strike Rate”
means 3.02%.


 


“Rate Cap Reserve Deposit”
means a monthly amount payable by Borrower sufficient to accumulate funds in an amount equal to 125% of the amount estimated by
Lender to be sufficient to purchase, immediately prior to termination of the then-existing Cap Agreement, a Replacement Cap Agreement
(i) expiring on the earlier of the date that is two years after the termination date of the then-existing Cap Agreement or the
Maturity Date, (ii) having a Notional Amount equal to the outstanding principal balance due under the Note on the commencement
date of the Replacement Cap Agreement, and (iii) having a Strike Rate equal to the Original Strike Rate.


 


“Strike Rate”
means a fixed rate of interest under the Cap Agreement that does not exceed the Original Strike Rate.


 




    	Rider to Multifamily Loan and Security Agreement
 Rate Cap Agreement and Rate Cap Agreement Reserve Fund	Page 3



     


    

 


RIDER TO MULTIFAMILY LOAN AND SECURITY
AGREEMENT


 


ENTITY GUARANTOR


 


(Revised 3-1-2014)



 


The following changes are made to the Loan
Agreement which precedes this Rider:


 


		A.	Section 9.01(dd) is deleted and replaced with the following:



 


		(dd)	Guarantor fails to comply with the provisions of the Section of the Guaranty entitled “Material
Adverse Change” or “Minimum Net Worth/Liquidity Requirements”, as applicable.



 




    Rider to Multifamily Loan and Security Agreement
Entity Guarantor


     


    

 


RIDER TO MULTIFAMILY LOAN AND SECURITY
AGREEMENT


 


TERMITE OR WOOD
DAMAGING INSECT CONTROL


 


(Revised 3-1-2014)



 


The following changes are made to the Loan
Agreement which precedes this Rider:


 


		A.	Section 6.09(k) is deleted and replaced with the following:



 


		(k)	Termite or Wood Damaging Insect Control. Borrower will maintain a contract with a qualified
service provider for control of termites or other wood damaging insects at the Mortgaged Property for so long as the Indebtedness
remains outstanding.



 




    Rider to Multifamily Loan and Security Agreement
Termite or Wood Damaging Insect Control


     


    

 


EXHIBIT
A


 


DESCRIPTION
OF THE LAND


(Nevadan Apartments)


 


TRACT ONE:


 


ALL THAT TRACT of land in Land Lots 38
and 69 of the 17th District of Fulton County, Georgia, described as follows:


 


BEGINNING at the intersection of the northeast
right-of-way line of Northland Drive (variable right-of-way) with the south right-of-way line of Glenridge Drive (variable right-of-way);
thence, running along the south and southeast right-of-way line of Glenridge Drive, the following courses and distances: (1) North
79 degrees 10 minutes 20 seconds East 175.27 feet to a point, (2) along the arc of a curve to the left (which arc is subtended
by a chord having a bearing and distance of North 75 degrees 22 minutes 49 seconds East 62.93 feet and a radius of 475.00 feet)
62.87 feet to a point, (3) North 89 degrees 12 minutes 57 seconds East 22.82 feet to a point, (4) along the arc of a curve to the
left (which arc is subtended by a chord having a bearing and distance of North 57 degrees 07 minutes 19 seconds East 231.76 feet
and a radius of 449.22 feet) 234.42 feet to a point, (5) North 47 degrees 51 minutes 39 seconds West 11.78 feet to a point, and
(6) along the arc of a curve to the left (which arc is subtended by a chord having a bearing and distance of North 38 degrees 00
minutes 36 seconds East 62.84 feet and a of 436.44 feet) 62.90 feet to a point; thence, leaving said right-of-way line, South 54
degrees 00 minutes 00 seconds East 91.00 feet to a point; thence South 36 degrees 30 minutes 00 seconds, West 26.00 feet to a point;
thence South 54 degrees 30 minutes 00 seconds East 325.00 feet to a point; thence North 28 decrees 56 minutes 16 seconds East 79.00
feet to a point; thence South 66 degrees 57 minutes 51 seconds East 37.00 feet to a point; thence South 58 degrees 54 minutes 02
seconds East 194.00 feet to a point thence South 28 degrees 02 minutes 54 seconds West 164.00 feet to a point; thence South 18
degrees 12 minutes 19 seconds West 250.86 feet to a 1-inch crimp top iron pin found; thence North 89 degrees 40 minutes 49 seconds
West 340.60 feet to a 1-1/2-inch crimp top iron pin found; thence North 20 degrees 01 minute 13 seconds West 267.84 feet along
the northeast boundary line of Lot 1, Block B, Unit Two, Glenridge Manor Subdivision to a 1-1/2-inch crimp top iron pin found;
thence South 62 degrees 43 minutes 16 seconds West 229.10 feet along the northwest boundary line of said Lot 1 to a point on the
northeast right-of-way line of said Northland Drive; thence, along said northeast right-of-way line, the following courses and
distances: (1) North 20 degrees 24 minutes 30 seconds West 24.58 feet to a point, (2) along the arc of a curve to the left (which
arc is subtended by a chord having a bearing and distance of North 25 degrees 52 minutes 13 second West 123.95 feet and a radius
of 651.08 feet) 124.14 feet to a point; (3) North 31 degrees 19 minutes 57 seconds West 12.81 feet to a point, (4) along the arc
of a curve to the left (which arc is subtended by a chord having a bearing and distance of North 45 degrees 14 minutes 44 seconds
West 96.68 feet and a radius of 201.03 feet) 97.53 feet to a point, and (5) along the arc of a curve to the right (which arc is
subtended by a chord having a bearing and distance of North 49 degrees 03 minutes 48 seconds West 148.42 feet and a radius of 423.36
feet) 149.19 feet to the POINT OF BEGINNING, said tract containing 8.41301 acres.


 


TOGETHER WITH a non-exclusive right,
title and interest in and to all non-exclusive easements contained in that certain Sewer Easement Agreement between Andrew E. Chandler
and Independent Living International Corp. dated as of July 20, 1989, recorded in Deed Book 12661, Page 107, Fulton County, Georgia
records.


 


TOGETHER WITH a non-exclusive right,
title and interest in and to all non-exclusive easements contained in that certain Sewer Easement Agreement between Sarah J. Carpenter
and Independent Living International Corp. dated as of July 20, 1989, recorded in Deed Book 12661, Page 98, aforesaid records.


 




    	Multifamily Loan and Security Agreement	Page A-1



     


    

 


TRACT TWO:


 


ALL THAT TRACT of land in Land Lots 38
and 69 of the 17th District of Fulton County, Georgia, described as follows:


 


TO FIND THE TRUE POINT OF BEGINNING, commence
at the intersection of the northeast right-of-way line of Northland Drive (variable right-of-way) with the south right-of-way line
of Glenridge Drive (variable right-of-way); thence, running along the south and southeast right-of-way line of Glenridge Drive,
the following courses and distances: (1) North 79 degrees 10 minutes 20 second East 175.27 feet to a point, (2) along the arc of
a curve to the left (which arc is subtended by a chord having a bearing and distance of North 75 degrees 22 minutes 49 seconds
East 62.83 feet and a radius of 475.00 feet) 62.87 feet to a point, (3) North 89 degrees 12 minutes 57 seconds East 22.82 feet
to a point, (4) along the arc of a curve to the left (which arc is subtended by a chord having a bearing and distance of North
57 degrees 07 minutes 19 seconds East 231.76 feet and a radius of 448.22 feet) 234.42 feet to a point, (5) North 47 degrees 51
minutes 39 seconds West 11.78 feet to a point, and (6) along the arc of a curve to the left (which arc is subtended by a chord
having a bearing and distance of North 38 degrees 00 minutes 36 seconds East 62.84 feet and a radius of 436.44 feet) 62.90 feet
to a point and the TRUE POINT OF BEGINNING: from the TRUE POINT OF BEGINNING as thus established, continuing thence along said
right-of-way line, the following courses and distances: (1) along the arc of a curve to the left (which arc is subtended by a chord
having a bearing and distance of North 29 degrees 56 minutes 36 seconds East 59.95 feet and a radius of 436.44 feet) 60.00 feet
to a point, (2) North 26 degrees 00 minutes 18 seconds East 174.82 feet to a point, (3) along the arc of a curve to the right (which
arc is subtended by a chord having a bearing and distance of North 38 degrees 40 minutes 03 seconds East 220.49 feet and a radius
of 502.92 feet) 222.29 feet to a point, and (4) North 51 degrees 19 minutes 49 seconds East 120.96 feet to a point on the southwest
boundary line of Lot 4, Block A, Unit One, Glenridge Manor Subdivision; thence, leaving said right-of-way line, South 39 degrees
07 minutes 55 seconds East 216.57 feet along the southwest boundary line of said Lot 4 to a point; thence North 46 degrees 30 Minutes
16 seconds East 59.50 feet along the South boundary line of said Lot 4 to a 3/8-inch reinforcing, rod found at the northwest corner
of Lot 6. Block A, Unit Two, Glenridge Manor Subdivision thence South 49 degrees 50 minutes 45 seconds East 193.19 feet along the
southwest boundary line of said Lot 6 to a 1-3/4-inch crimp top iron pin found on the northwest right-of-way line of Royervista
Drive; (a 50 foot-right-of-way) thence along said northwest right-of-way line, the following courses and distances: (1) along the
arc of a curve to the left (which arc is subtended by a chord having a bearing and distance of South 27 degrees 55 minutes 01 second
West 285.75 feet and a radius of 741 197 feet) 287.55 feet to a point, and (2) South 16 degrees 48 minutes 11 seconds West 125.89
feet to a point; thence, leaving said northwest right-of-way line South 64 degrees 30 minutes 58 seconds East 278.84 feet to a
point on the northwest boundary line of Lot 23, Block B, Unit Two, Glenridge Manor Subdivision; thence South 17 degrees 40 minutes
41 seconds West 249.84 feet along the northwest boundary line of said, Lot 23 and along the northwest boundary line of Lot 24 Block
B, Unit Two, Glenridge Manor Subdivision to an angle iron found, thence South 44 degrees 07 minutes 25 seconds West 231.89 feet
along the northwest boundary line of Lot 25 Block B Unit Two, Glenridge Manor Subdivision to a 1-1/2-inch reinforcing rod found
on the land lot line common to said Land Lots 38 and 69; thence North 89 degrees 40 minutes 51 seconds West 104.85 feet to a 1-inch
crimp top iron pin found; thence North 18 degrees 12 minutes 19 seconds East 250.86 feet to a point; thence North 28 degrees 02
minutes 54 seconds East 164.00 feet to a point; thence North 58 degrees 54 minutes 02 seconds West 194.00 feet to a point; thence
North 66 degrees 57 minutes 51 seconds West 37.00 feet to a point; thence South 28 degrees 56 minutes 16 seconds West 79.00 feet
to a point; thence North 54 degrees 30 minutes 00 seconds West 325.00 feet to a point thence North 36 degrees 30 minutes 00 seconds
East 26.00 feet to a point; thence North 54 degrees 00 minutes 00 seconds West 91.00 feet to the TRUE POINT OF BEGINNING, said
tract containing 8.30101 acres.


 


TOGETHER WITH a non-exclusive right,
title and interest in and to all non-exclusive easements contained in that certain Sewer Easement Agreement between Andrew E. Chandler
and Independent Living International Corp. dated as of July 20,1989, recorded in Deed Book 12661, Page 107, Fulton County, Georgia
records.


 


TOGETHER WITH a non-exclusive right,
title and interest in and to all non-exclusive easements contained in that certain Sewer Easement Agreement between Sarah J. Carpenter
and Independent Living International Corp. dated as of July 20, 1989, recorded in Deed Book 12661, Page 98, aforesaid records.


 




    	Multifamily Loan and Security Agreement	Page A-2



     


    

 


EXHIBIT
B


 


MODIFICATIONS
TO Multifamily Loan and security AGREEMENT


 


The following modifications are made to
the text of the Loan Agreement that precedes this Exhibit.


 


		1.	Section 6.06(a) is modified as follows:



 


		(a)	Right of Entry. Borrower will permit Lender, its agents, representatives and designees and
any interested Governmental Authority to make or cause to be made entries upon and inspections of the Mortgaged Property to inspect,
among other things: (i) Repairs, (ii) Capital Replacements, (iii) Restorations, (iv) Property Improvement Alterations, and (v)
any other Improvements, both in process and upon completion (including environmental inspections and tests performed by professional
inspection engineers) during normal business hours, or at any other reasonable time, upon reasonable Notice to Borrower if the
inspection is to include occupied residential units (which Notice need not be in writing). During normal business hours, or at
any other reasonable time, Borrower will also permit Lender to examine all books and records and contracts and bills pertaining
to the foregoing. Notice to Borrower will not be required in the case of an emergency, as determined in Lender’s Discretion,
or when an Event of Default has occurred and is continuing. Lender will make reasonable efforts not to unreasonably disturb
tenants at the Mortgaged Property while conducting inspections hereunder.



 


		2.	Section 6.12(f) is modified as follows:



 


		(f)	Remedial Work. If any investigation, site monitoring, containment, clean-up, Restoration
or other remedial work (“Remedial Work”) is necessary to comply with any Hazardous Materials Law or order of
any Governmental Authority that has or acquires jurisdiction over the Mortgaged Property or the use, operation or improvement of
the Mortgaged Property, or is otherwise required by Lender as a consequence of any Prohibited Activity or Condition or to prevent
the occurrence of a Prohibited Activity or Condition, Borrower will, by the earlier of (i) the applicable deadline required by
Hazardous Materials Law, or (ii) 30 days after Notice from Lender demanding such action (or such longer period of time
as is specifically allowed under any insurance policy covering such issue with a risk carrier that has accepted coverage responsibility
for same subject to the requirements of Hazardous Materials Law and so long as Lender has determined that immediate action is not
required to protect the residents of, or the value of, the Mortgaged Property), begin performing the Remedial Work, and
thereafter diligently prosecute it to completion, and must in any event complete the work by the time required by applicable Hazardous
Materials Law. If Borrower fails to begin on a timely basis or diligently prosecute any required Remedial Work, Lender may, at
its option, cause the Remedial Work to be completed, in which case Borrower will reimburse Lender on demand for the cost of doing
so. Any reimbursement due from Borrower to Lender will become part of the Indebtedness as provided in Section 9.02.



 




    	Multifamily Loan and Security Agreement	Page B-1



     


    

 


		3.	Section 6.13(a)(x) is modified as follows:



 


		(x)	It will not incur any debt, secured or unsecured, direct or contingent (including guaranteeing
any obligation), other than the following; provided that no member of Borrower will be required to contribute any capital
in excess of that required by Borrower’s organizational documents to satisfy this covenant, but provided further that this
qualification will not be deemed to amend or modify the obligations under the Guaranty of any member of Borrower who is a Guarantor,
if applicable:



 


		(A)	The Indebtedness and any further indebtedness as described in Section 11.11 with regard to Supplemental
Instruments.



 


		(B)	Customary unsecured trade payables incurred in the ordinary course of owning and operating the
Mortgaged Property provided the same are not evidenced by a promissory note, do not exceed, in the aggregate, at any time a maximum
amount of 2% of the original principal amount of the Indebtedness and are paid within 60 days of the date incurred.



 


		(C)	through (F) are reserved.



 


		4.	Section 6.13(a)(xviii) is modified as follows:



 


		(xviii)	It will maintain adequate capital for the normal obligations reasonably foreseeable in a business
of its size and character and in light of its contemplated business operations and will pay its debts and liabilities from its
own assets as the same become due; provided that no member of Borrower will be required to contribute any capital in excess
of that required by Borrower’s organizational documents to satisfy this covenant, but provided further that this qualification
will not be deemed to amend or modify the obligations under the Guaranty of any member of Borrower who is a Guarantor, if applicable.



 


		5.	Section 6.13(a)(xx) is modified as follows:



 


		(xx)	It will pay (or cause the Property Manager to pay on behalf of Borrower from Borrower’s funds)
its own liabilities (including salaries of its own employees) from its own funds; provided that no member of Borrower will
be required to contribute any capital in excess of that required by Borrower’s organizational documents to satisfy this covenant,
but provided further that this qualification will not be deemed to amend or modify the obligations under the Guaranty of any member
of Borrower who is a Guarantor, if applicable



 


		6.	Section 7.03(c) is modified as follows:



 


		(c)	Publicly-Held Fund or Publicly-Held Real Estate Investment Trust. If a Designated Entity
for Transfers is a publicly-held fund or a publicly-held real estate investment trust, either of the following:



 


		(i)	The public issuance of common stock, convertible debt, equity or other similar
securities (“Public Fund/REIT Securities”) and the subsequent Transfer of such Public Fund/REIT Securities.
In the case of Bluerock Residential Growth REIT, Inc (“BR Reit”) such permitted Transfers shall expressly include
Transfers arising out of (A) the sale of the Public Fund/REIT Securities to another publicly traded real estate investment trust
(or an affiliate thereof controlled by the publicly traded real estate  investment trust), (B) the merger, roll up, or other
consolidation of BR Reit with another entity so long as Bluerock Reit or another publicly traded real estate investment trust (or
an affiliate thereof controlled by the publicly traded real estate  investment trust) is the surviving entity and (C)  the
issuance of put options in Bluerock Reit as part of an UPREIT or downREIT transaction.



 




    	Multifamily Loan and Security Agreement	Page B-2



     


    

 


		(ii)	The acquisition by a single Public Fund/REIT Securities holder of an ownership percentage of 10%
or more in the Designated Entity for Transfers, if within 30 days following the acquisition, Borrower does each of the following:



 


		(A)	Provides notice to Lender of that acquisition.



 


		(B)	Complies with each of the following conditions:



 


		(1)	Borrower delivers to Lender searches confirming that no Person with a collective equity interest (whether
direct or indirect) of 25% or more in Borrower is on any Prohibited Parties List.



 


		(2)	Borrower either (a) certifies in writing to Lender that there are no Non-U.S. Equity Holders, or (b)
delivers to Lender searches confirming that no Non-U.S. Equity Holder is on any Prohibited Parties List.



 


		7.	New Section 7.03(e) is added as follows:



 


		(e)	Additional Bluerock Transfer Provisions. Transfers of interests in any Designated Entity
for Transfers not otherwise permitted or conditionally permitted by the terms of this Loan Agreement resulting from a Transfer
(including by merger or other consolidation) of all of the assets of or interests in Bluerock Residential Holdings, LP or Bluerock
REIT Holdings, LLC (a “Bluerock Entity Transfer”) provided that each of the following conditions is satisfied:



 


		(A)	Borrower provides Lender with at least 30 days prior Notice of the proposed Bluerock Entity Transfer
and pays to Lender the Transfer Processing Fee.



 


		(B)	At the time of the proposed Bluerock Entity Transfer, no Event of Default has occurred and is continuing
and no event or condition has occurred and is continuing that, with the giving of Notice or the passage of time, or both, would
become an Event of Default.



 


		(C)	Borrower pays or reimburses Lender, upon demand, for all costs and expenses including all Attorneys’
Fees and Costs, incurred by Lender in connection with the Bluerock Entity Transfer.



 


		(D)	After the Bluerock Entity Transfer, Control and management of the day-to-day operations of Borrower
continue to be held, directly or indirectly, by (i) Bluerock REIT, (ii) MPC Partnership Holdings LLC, or (iii) a publicly held
real estate investment trust which is (or to whose Affiliate is) the transferee of the Bluerock Entity Transfer.



 




    	Multifamily Loan and Security Agreement	Page B-3



     


    

 


		(E)	Lender receives organizational charts reflecting the structure of Borrower prior to and after the
Bluerock Entity Transfer.



 


		(F)	Lender will not be entitled to collect a Transfer Fee as the result of the Bluerock Entity Transfer.



 


		(G)	Lender receives confirmation acceptable to Lender that (1) the requirements of Section 6.13 continue
to be satisfied, and (2) the term of existence of the Bluerock Entity Transfer transferee and of the “Replacement Bluerock
Guarantor” described below (exclusive of any unexercised extension options or rights) does not expire prior to the Maturity
Date.



 


		(H)	Borrower delivers to Lender a search confirming that the Bluerock Entity Transfer transferee is
not on any Prohibited Parties List.



 


		(I)	At Lender’s request, Borrower executes a reaffirmation of its obligations under the Loan
Documents in a form acceptable to Lender.



 


		(J)	Borrower provides a replacement Guarantor (“Replacement Guarantor”) acceptable
to Lender in Lender’s Discretion, and each of the following requirements is met (collectively, the “Replacement
Requirements”):



 


		(I)	At the time of the Bluerock Entity Transfer, Replacement Guarantor and the Carroll Guarantor (provided
the Carroll Guarantor is a Guarantor at the time of the Bluerock Entity Transfer) collectively have a net worth of at least $15,000,000,
and liquid assets of at least $4,843,100.



 


		(II)	Lender has received all information and organizational documents requested by Lender in Lender’s
Discretion, with respect to Replacement Guarantor.



 


		(III)	Replacement Guarantor executes a Guaranty in a form acceptable to Lender and in substantially the
same form as the Guaranty executed on the Closing Date, and the Carroll Guarantor executes a ratification of its Guaranty executed
on the Closing Date.



 


		(K)	The Mortgaged Property continues to be managed by the initial Property Manager or a successor Property
Manager satisfactory to Lender pursuant to a property management agreement approved by Lender in writing; which approval will not
be unreasonably withheld, provided that such successor Property Manager and Borrower execute an assignment of the management agreement
in form acceptable to Lender.



 




    	Multifamily Loan and Security Agreement	Page B-4



     


    

 


		8.	Section 11.03 is hereby modified by adding a new subsection (d) as follows:



 


		(d)	Lender shall endeavor to give the individuals or entities
listed below courtesy copies of any Notice given to Borrower or any guarantor by Lender, at the addresses set forth below; provided,
however, that failure to provide such courtesy copies of Notices shall not affect the validity or sufficiency of any Notice to
Borrower or any guarantor, shall not affect Lender’s rights and remedies hereunder or under any other Loan Documents and
shall not subject Lender to any claims by or liability to Borrower, any guarantor or any other individual or entity. It is acknowledged
and agreed that no individual or entity listed below is a third-party beneficiary to any of the Loan Documents.



 


	Bluerock Residential 	with a copy to:
	
        Growth REIT, Inc.

        712 Fifth Avenue

        9th Floor

        New York, New York 10019

        Attention:  Michael Konig, Esq.

        Telephone: (212) 843-1601

        Email: mkonig@bluerockre.com
	
        Kaplan Voekler Cunningham & Frank PLC

        1401 E. Cary St.

        Richmond, VA 23219

        Attention:  S. Edward Flanagan

        Telephone: (804) 823-4000

        Email: eflanagan@kv-legal.com



 




    	Multifamily Loan and Security Agreement	Page B-5



     


    

 


EXHIBIT
c


 


REPAIR
SCHEDULE OF WORK


 


	Description of Repair	 	Cost	 	 	(Completion Date)
 Days after Closing
 Date to complete	 
	 	 	 	 	 	 	 
	Retaining Walls: Repair or replace the south end of the crib wall retaining wall to the north of Building 8	 	$	15,000	 	 	 	180	 
	Retaining Walls Guardrails: Install guardrails at the top of all retaining walls greater than 40-inches in height	 	$	12,000	 	 	 	180	 
	Unit 801 Patio (Foundation) Wall: Evaluation by a structure engineer and repaired as needed	 	$	15,000	 	 	 	90	 
	Building 2 Cladding / Framing: Repair damaged framing members and cladding	 	$	30,000	 	 	 	180	 
	Exterior Walls (paint/finish): Inspect all buildings and repair areas of wood deterioration and sealant separation as needed	 	$	192,000	 	 	 	180	 
	Stairways: Check all stairways for deteriorating components and repair as necessary	 	$	225,000	 	 	 	180	 
	Breezeway Decking: Sand and repaint all deteriorated breezeway decking as needed	 	$	45,000	 	 	 	180	 
	Balconies: Repair areas of deterioration on decking, door frames, and guardrails as necessary	 	$	180,000	 	 	 	180	 
	Fire Safety Systems: Correct all deficiencies noted on the Century Fire inspection dated July 12, 2016 (and included in the zoning report dated 8/3/2016) relating to fire sprinkler risers and fire extinguishers that were tagged with noncompliance tags.	 	$	49,500	 	 	 	90	 
	Carbon monoxide detectors: Install detectors in all units with fireplaces	 	$	12,250	 	 	 	90	 
	Apparent Mold Growth: Check all riser closets for AMG and repair areas listed in report	 	$	5,000	 	 	 	90	 
	Parking restripe: Restripe necessary spaces to bring the number of ADA accessible spaces into
    compliance	 	$	0	 	 	 	90	 



 




    	Multifamily Loan and Security Agreement	Page C-1



     


    

 


EXHIBIT
d


 


REPAIR
DISBURSEMENT REQUEST


 


The undersigned requests from                                                                             
(“Lender”) the disbursement of funds in the amount of $_________________ (“Disbursement Request”) from
the Repair Reserve Fund established pursuant to the Multifamily Loan and Security Agreement dated                          ,
20          by and between Lender and the undersigned ( “Loan Agreement”) to pay for repairs to the multifamily apartment
project known as                                         
and located in                                    .


 


The undersigned represents and warrants
to Lender that the following information and certifications provided in connection with this Disbursement Request are true and
correct as of the date hereof:


 


		1.	Purpose for which disbursement is requested:



 


 


		2.	To whom the disbursement will be made (may be the undersigned in the case of reimbursement for
advances and payments made or cost incurred for work done by the undersigned):                                                   



 


		3.	Estimated costs of completing the uncompleted Repairs as of the date of this Disbursement Request:                                                                                                        



 


		4.	The undersigned certifies that each of the following is true:



 


		(a)	The disbursement requested pursuant to this Disbursement
Request will be used solely to pay a cost or costs allowable under the Loan Agreement.



 


		(b)	None of the items for which disbursement is requested
pursuant to this Disbursement Request has formed the basis for any disbursement previously made from the Repair Reserve Fund.



 


		(c)	All labor and materials for which disbursements have
been requested have been incorporated into the Improvements or suitably stored upon the Mortgaged Property in accordance with
reasonable and standard building practices, the Loan Agreement and all applicable laws, ordinances, rules and regulations of any
governmental authority having jurisdiction over the Mortgaged Property.



 


		(d)	The materials, supplies and equipment furnished or
installed for the Repairs are not subject to any Lien or security interest or that the funds to be disbursed pursuant to this
Disbursement Request are to be used to satisfy any such Lien or security interest.



 


		5.	All capitalized terms used in this Disbursement Request without definition will have the meanings
ascribed to them in the Loan Agreement.



 




    	Multifamily Loan and Security Agreement	Page D-1



     


    

 


IN WITNESS WHEREOF, the undersigned has
executed this Disbursement Request as of the day and date first above written.


 


	 	 	 	BORROWER:
	 	 	 	 
	Date:	 	 	 
	 	 	 	 


 




    	Multifamily Loan and Security Agreement	Page D-2



     


    

 


EXHIBIT
e


 


WORK
COMMENCED AT MORTGAGED PROPERTY


 


NONE


 




    	Multifamily Loan and Security Agreement	Page E-1



     


    

 


EXHIBIT
F


 


CAPITAL
REPLACEMENTS


 


		·	Carpet/vinyl flooring



		·	Window treatments



		·	Roofs



		·	Furnaces/boilers



		·	Air conditioners



		·	Ovens/ranges



		·	Refrigerators



		·	Dishwashers



		·	Water heaters



		·	Garbage disposals



		·	Paving



		·	Striping



		·	Pool and/or spa filtration equipment



		·	Exterior walls (paint/repair)



		·	Other items that Lender may approve subject to any conditions that Lender may require, all in Lender’s
sole and absolute discretion.



 




    	Multifamily Loan and Security Agreement	Page F-1



     


    

 


EXHIBIT
G


 


DESCRIPTION
OF GROUND LEASE


 


Not Applicable


 




    	Multifamily Loan and Security Agreement	Page G-1



     


    

 


EXHIBIT
H


 


ORGANIZATIONAL
CHART of borrower as of the closing date


 


 


 




    	Multifamily Loan and Security Agreement	Page H-1



     


    

 


EXHIBIT
I


 


DESIGNATED ENTITIES FOR TRANSFERS AND GUARANTOR(S)


 


Designated Entities for Transfers


 


BR Carroll Glenridge JV, LLC


BR Glenridge JV Member, LLC


BRG Glenridge, LLC


Bluerock Residential Holdings, LP


Bluerock Residential Growth REIT, Inc.


Carroll Co-Invest IV Glenridge, LLC


Carroll Multifamily Real Estate Fund IV, LP


MPC Property Holdings IV, LLC


MPC Partnership Holdings LLC


P. Carroll Capital Partners, LLC


HUP Investment Company, LLC


 


Guarantor(s)


 


Bluerock Residential Growth REIT, Inc.


Carroll Multifamily Real Estate Fund IV, LP


 




    	Multifamily Loan and Security Agreement	Page I-1



     


    

 


EXHIBIT
J


 


DESCRIPTION OF RELEASE PARCEL


 


Not Applicable


 




    	Multifamily Loan and Security Agreement	Page J-1



     


    

 


EXHIBIT
O


 


BORROWER’S
CERTIFICATE OF


PROPERTY IMPROVEMENT ALTERATIONS COMPLETION


 


THIS BORROWER’S CERTIFICATE OF PROPERTY
IMPROVEMENT ALTERATIONS COMPLETION (“Certificate”) is made as of __________, 20___, by ______________, a ________________
(“Borrower”) for the benefit of ________________, a ________________, and it successors and assigns (collectively,
“Lender”).


 


In connection with Section 6.09(e)(v)(G)
of the Loan Agreement, Borrower certifies to Lender as follows:


 


[INSERT THE APPLICABLE SECTION (a) AND
DELETE THE OTHER:]


 


[USE THE FOLLOWING IF ALL PROPERTY IMPROVEMENT
ALTERATIONS THAT WERE COMMENCED HAVE BEEN COMPLETED] 


 


		(a)	All Property Improvement Alterations described in the Property Improvement Notice that were commenced
have been completed. The completed Property Improvement Alterations and their completion dates are as follows:



 


	Description of Property Improvement

Alteration Commenced	 	Completion Date
	 	 	 
	 	 	 


 


[OR]


 


[USE THE FOLLOWING IF MINIMUM OCCUPANCY
HAS DECREASED BELOW THE MINIMUM OCCUPANCY REQUIREMENT AND NOT ALL THE PROPERTY IMPROVEMENT ALTERATIONS THAT WERE COMMENCED HAD
BEEN COMPLETED AT SUCH TIME] 


 


		(a)	All Property Improvement Alterations described in the Property Improvement Notice that resulted
in individual residential dwelling units not being available for leasing that were commenced have been or will be completed in
a timely manner. Such Property Improvement Alterations that were commenced and their completion dates and/or, if applicable, anticipated
completion dates, are as follows:



 


	Description of Property

Improvement Alteration

Commenced	 	Completion

Date	 	Anticipated

Completion

Date	 	Comments
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 




    	Multifamily Loan and Security Agreement	Page O-1



     


    

 


[FOR ALL LOANS:]


 


		(b)	The completed Property Improvement Alterations were completed in a good and workmanlike manner
and in compliance with all laws (including, without limitation, any and all life safety laws, environmental laws, building codes,
zoning ordinances and laws for the handicapped and/or disabled)



 


		(c)	Should Borrower intend to contest any claim or claims for labor, materials or other costs, Borrower
agrees to give Lender notice within 30 days of the existence of such claim or claims and certifies to Lender that payment of the
full amount which might in any event be payable in order to satisfy such claim or claims will be made.



 


[INSERT THE FOLLOWING IF MINIMUM OCCUPANCY
HAS DECREASED BELOW THE MINIMUM OCCUPANCY REQUIREMENT]


 


		(d)	Any additional Property Improvement Alterations not yet commenced which would cause residential
dwelling units to be unavailable for leasing have been suspended.



 


	 	[BORROWER SIGNATURE]


 




    	Multifamily Loan and Security Agreement	Page O-2