Exhibit 10.4


 


Freddie Mac Loan
Number: 708556663


Property Name:
Century Palms at World Gateway


 


MULTIFAMILY
LOAN AND SECURITY AGREEMENT


 


(Revised
5-20-2015)


 


	Borrower:	BR CARROLL WORLD GATEWAY, LLC,
    a Delaware limited liability company
	 	 
	Lender:	JONES LANG LASALLE OPERATIONS, L.L.C., an Illinois limited
    liability company
	 	 
	Date:	As of August 20, 2015
	 	 
	Loan Amount:	$24,999,000.00


 


Reserve
Fund Information


(See Article
IV)


 


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


 


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


  


	Repairs & Repair Reserve	Repairs required?	 ̈  Yes	x  No
	 	If No, is radon testing required?	 ̈  Yes	x  No
	 	If Yes, is a Reserve required?	 ̈  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	 	 


 


	Cap Agreement Reserve
    (Cap Collateral)	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 - Replacement
    Reserve Fund – Immediate Deposits	 	7-1-2014
	Rider to Multifamily Loan and Security Agreement – Rate Cap
    Agreement and Rate Cap Agreement Reserve Fund	 	6-30-2015
	Rider to Multifamily Loan and Security Agreement – Affiliate
    Transfer (MPC Partnership Holdings LLC)	 	7-1-2014
	Rider to Multifamily Loan and Security Agreement – Affiliate
    Transfer (Bluerock Residential Holdings, LP)	 	7-1-2014
	Rider to Multifamily Loan and Security Agreement – Buy-Sell
    Transfer	 	7-1-2014
	Rider to Multifamily Loan and Security Agreement – Entity
    Guarantor	 	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
	1.01	Defined Terms
	1.02	Construction
	 
	ARTICLE II              LOAN
	2.01	Loan Terms
	2.02	Prepayment Premium
	2.03	Exculpation
	2.04	Application of Payments
	2.05	Usury Savings
	2.06	Floating Rate Mortgage - Third Party Cap Agreement
	 	 
	ARTICLE III             LOAN SECURITY AND GUARANTY
	3.01	Security Instrument
	3.02	Reserve Funds
	3.03	Uniform Commercial Code Security Agreement
	3.04	Cap Agreement and Cap Collateral Assignment
	3.05	Guaranty
	3.06	Reserved
	3.07	Reserved
	3.08	Reserved
	 	 
	ARTICLE IV            RESERVE FUNDS AND REQUIREMENTS
	4.01	Reserves Generally
	4.02	Reserves for Taxes, Insurance and Other Charges
	4.03	Repairs; Repair Reserve Fund
	4.04	Replacement Reserve Fund
	4.05	Rental Achievement Provisions
	4.06	Debt Service Reserve
	4.07	Rate Cap Agreement Reserve Fund
	4.08	Reserved
	4.09	Reserved
	4.10	Reserved
	 	 
	ARTICLE V              REPRESENTATIONS AND WARRANTIES
	5.01	Review of Documents
	5.02	Condition of Mortgaged Property
	5.03	No Condemnation
	5.04	Actions; Suits; Proceedings
	5.05	Environmental
	5.06	Commencement of Work; No Labor or Materialmen’s Claims
	5.07	Compliance with Applicable Laws and Regulations
	5.08	Access; Utilities; Tax Parcels
	5.09	Licenses and Permits
	5.10	No Other Interests
	5.11	Term of Leases
	5.12	No Prior Assignment; Prepayment of Rents
	5.13	Illegal Activity
	5.14	Taxes Paid
	5.15	Title Exceptions
	5.16	No Change in Facts or Circumstances







 




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	5.17	Financial Statements
	5.18	ERISA – Borrower Status
	5.19	No Fraudulent Transfer or Preference
	5.20	No Insolvency or Judgment
	5.21	Working Capital
	5.22	Cap Collateral
	5.23	Ground Lease
	5.24	Purpose of Loan
	5.25	Through 5.39 are Reserved
	5.40	Recycled SPE Borrower
	5.41	Recycled SPE Equity Owner
	5.42	Through 5.50 are Reserved
	5.51	Survival
	5.52	through 5.53 are Reserved
	 	 	 
	ARTICLE VI	BORROWER COVENANTS
	6.01	Compliance with Laws
	6.02	Compliance with Organizational Documents
	6.03	Use of Mortgaged Property
	6.04	Non-Residential Leases
	6.05	Prepayment of Rents
	6.06	Inspection
	6.07	Books and Records; Financial Reporting
	6.08	Taxes; Operating Expenses; Ground Rents
	6.09	Preservation, Management and Maintenance of Mortgaged
    Property
	6.10	Insurance
	6.11	Condemnation
	6.12	Environmental Hazards
	6.13	Single Purpose Entity Requirements
	6.14	Repairs and Capital Replacements
	6.15	Residential Leases Affecting the Mortgaged Property
	6.16	Litigation; Government Proceedings
	6.17	Further Assurances and Estoppel Certificates; Lender’s
    Expenses
	6.18	Cap Collateral
	6.19	Ground Lease
	6.20	ERISA Requirements
	6.21	through 6.46 are Reserved
	 	 	 
	ARTICLE VII	TRANSFERS OF THE MORTGAGED PROPERTY OR INTERESTS IN BORROWER
	7.01	Permitted Transfers
	7.02	Prohibited Transfers
	7.03	Conditionally Permitted Transfers
	7.04	Preapproved Intrafamily Transfers
	7.05	Lender’s Consent to Prohibited Transfers
	7.06	SPE Equity Owner Requirement Following Transfer
	7.07	Additional Transfer Requirements - External Cap Agreement
	7.08	Reserved
	7.09	Reserved
	 	 	 
	ARTICLE VIII	SUBROGATION







 




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




 




    	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 20th day of August, 2015 and is made by and
between BR CARROLL WORLD GATEWAY, LLC, a Delaware limited liability company (“Borrower”), and JONES
LANG LASALLE OPERATIONS, L.L.C., an Illinois limited liability company (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 $24,999,000.00 (“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.



 




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	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.



 




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	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.



 


	[Collect]	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.



 




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		(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	Reserved.



 


		4.09	Reserved.



 


		4.10	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.



 




    	Multifamily Loan and Security Agreement
	Page 6



     


    

  


		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.



 


		(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.



 




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		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.



 




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		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.



 


		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 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.



 




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		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.



 


		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.



 




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		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.



 


		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: 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 Centennial World Gateway, 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.



 




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		 ̈	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 refinancing 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
                                         5.53 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.



 




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		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.



 


		(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.



 


		(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.



 




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		(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:



 


		(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.



 




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		(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.



 


		(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.



 




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		(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.


 


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.



 




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		(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:



 


		(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.



 




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		(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, 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 Managers who are not members, in each case within 10 days after such request.



 


		(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.



 


		(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.



 




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		(f)	Delivery
                                         of Guarantor and SPE Equity Owner Financial Statements Upon Request. Borrower will
                                         cause each Guarantor and, at Lender’s request in Lender’s Discretion, any
                                         SPE Equity Owner, to provide to Lender (i) within 90 days after the close of such party’s
                                         fiscal year, such party’s balance sheet and profit and loss statement (or if such
                                         party is a natural person, within 90 days after the close of each calendar year, such
                                         party’s personal financial statements) in form reasonably satisfactory to Lender
                                         and certified by such party to be accurate and complete, and (ii) such additional financial
                                         information (including copies of state and federal tax returns with respect to any SPE
                                         Equity Owner but Lender will only require copies of such tax returns with respect to
                                         each Guarantor if an Event of Default has occurred and is continuing) as Lender may reasonably
                                         require from time to time and in such detail as reasonably required by Lender.



 


		(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.



 




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		(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.



 


		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.



 




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		(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:



 


		(i)	Repairs
                                         or Capital Replacements pursuant to Sections 4.03 or 4.04.



 


		(ii)	Repairs
                                         or Capital Replacements made in connection with the replacement of tangible Personalty.



 


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



 


		(iv)	Repairs
                                         or Capital 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.



 


In
the event 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), Borrower must submit a new Property Improvement Notice to Lender in accordance with this subsection
6.09(e)(v)(A).


 




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		(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.



 


		(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”).



 




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		(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:



 


		(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)	In the
                                         event Property Improvement Alterations have commenced on the Mortgaged Property, Borrower
                                         will deliver to Lender, upon Lender’s request, the Certificate of Completion together
                                         with such additional information as Lender may request within a timely manner.



 


		(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.



 




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		(h)	through
                                         (k) are reserved.



 


		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.



 




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		(viii)	Reserved.



 


		(ix)	Reserved.



 


		(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.



 




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		(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.



 


		(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.



 




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		(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.



 




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		(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.



 


		(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.



 




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		(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.



 


		(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).



 




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		(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.



 




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		(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.



 


		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.



 




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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.


 


		(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.



 




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		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.



 




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		(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
                                         (F) 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.



 




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		(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:



 




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		(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.



 




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		(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 Special 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 junior
                                         Lien to which Lender has consented.



 




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		(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.



 




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		(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
                                         6.46 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.



 


		(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.



 




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		(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.



 


		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.



 


		(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.



 




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		(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:



 


		(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.



 




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		(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.



 


		(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.



 




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		(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 Borrower provides notice of that acquisition
                                         to Lender within 30 days following the acquisition.



 


		(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.



 




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		(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.



 


		(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 transferee with an interest of 25% or
                                         more is on the list of Specially Designated Nationals or other blocked persons published
                                         by the U.S. Office of Foreign Assets Control, or on the list of persons or entities prohibited
                                         from doing business with the Department of Housing and Urban Development.



 




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		(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.



 


		(vii)	through
                                         (ix) are reserved.



 


		(e)	through
                                         (i) 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.



 


		(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:



 




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		(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).



 


		(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 transferee with an interest of 25%
                                         or more is on the list of Specially Designated Nationals or other blocked persons published
                                         by the U.S. Office of Foreign Assets Control, or on the list of persons or entities prohibited
                                         from doing business with the Department of Housing and Urban Development.



 


		(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.



 


		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.



 




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		(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.



 


		(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.



 




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		(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.



 


		(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.



 




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		(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.



 


		(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.


 




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		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.



 


		(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.



 




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		(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.



 


		(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.



 




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		(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.



 


		(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.



 




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		(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
                                         (rr) 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.



 


		(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.



 




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		(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.



 


		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.



 




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		(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.



 


		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.



 




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		(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.



 


		(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):



 




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		(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:



 


		(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
                                         of its directors and officers.



 


		(3)	Each
                                         entity that Controls any such entity 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.



 




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		(4)	The
                                         directors and officers of such entity described in Section 10.02(d)(iii)(E)(1).



 


		(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.



 


		(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.



 




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		(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.



 


		(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.



 




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		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:



 


	If to Lender:	Jones Lang LaSalle Operations, L.L.C.

    3344 Peachtree Road NE, Suite 1100

    Atlanta, Georgia 30326

    Attention:  Servicing Department
	 	 
	If to Borrower:	BR Carroll
        World Gateway, LLC

        c/o Carroll Organization, LLC

        3340 Peachtree
        Road, Suite 1620

        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.



 




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		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.



 


		(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.



 




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		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.



 


		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:



 




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		(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).



 


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:



 




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		(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.


 


		(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.



 




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		(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 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 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.



 


		(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.



 


		(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.



 




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		(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.



 


		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.



 




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	(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.



 


		(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.



 




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		(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.



 


		(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.



 




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		(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.


 


		(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.



 




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		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.



 


		(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.



 




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		(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.



 


		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.


 




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	Page 72



     


    

  


“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.



 


“Borrower
Proof of Loss Threshold” means $125,000.00.


 


“Borrower
Proof of Loss Maximum” means $500,000.00.


 


“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.


 




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	Page 73



     


    

  


“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.


 


“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.


 


“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.


 




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	Page 74



     


    

  


“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.


 


“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.


 




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	Page 75



     


    

  


“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.


 


“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).


 




    	Multifamily Loan and Security Agreement
	Page 76



     


    

  


“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.


 


“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.


 




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“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.


 


“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%.


 


“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.


 




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“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.



 


		(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).



 




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		(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.



 


		(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.


 


“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.


 


“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).



 




    	Multifamily Loan and Security Agreement
	Page 80



     


    

  


		(iv)	Any
                                         operating agreements relating to the Land or the Improvements.



 


		(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 81



     


    

  


“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 $7,560,000.00 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.


 


“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.


 




    	Multifamily Loan and Security Agreement
	Page 82



     


    

  


“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.


 


“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).


 




    	Multifamily Loan and Security Agreement
	Page 83



     


    

  


“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.


 


“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).



 




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	Page 84



     


    

  


		(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 85



     


    

 


ARTICLE
XIIIINCORPORATION OF ATTACHED RIDERS.


 


The Riders listed
on Page ii are attached to and incorporated into this Loan Agreement.


 


ARTICLE
XIVINCORPORATION 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)










 


REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK;

SIGNATURES ON FOLLOWING PAGES


 




    	Multifamily Loan and Security Agreement
	Page 86



     


    

  


	 	BORROWER:
	 	 
	 	BR CARROLL
    WORLD GATEWAY, LLC, a Delaware limited liability company
	 	 
	 	By:	/s/ Jordan Ruddy
	 	 	Jordan Ruddy
	 	 	Chief Executive Officer


  


SIGNATURES
CONTINUE ON FOLLOWING PAGE


 




    	Multifamily Loan and Security Agreement	S-1



     


    

  


	 	LENDER:
	 	 
	 	JONES LANG
    LASALLE OPERATIONS, L.L.C., an Illinois limited liability company
	 	 
	 	By:	/s/ Faron G. Thompson
	 	 	Faron G. Thompson
	 	 	Managing Director, Capital Markets-Real Estate Investment Banking


 




    	Multifamily Loan and Security Agreement	S-2



     


    

  


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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Replacement Reserve Fund – Immediate Deposits
	Page 1



     


    

  


		(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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Replacement Reserve Fund – Immediate Deposits
	Page 2



     


    

  


		(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.



 


		(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.



 




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Replacement Reserve Fund – Immediate Deposits
	Page 3



     


    

  


		(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 $2,000.00.


 


“Monthly
Deposit” means $6,258.00.


 


“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.


 




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Replacement Reserve Fund – Immediate Deposits
	Page 4



     


    

  


“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).


 




    	Rider to Multifamily Loan and Security Agreement
Replacement Reserve Fund – Immediate Deposits
	Page 5



     


    

  


RIDER
TO MULTIFAMILY LOAN AND SECURITY AGREEMENT


 


RATE
CAP AGREEMENT AND RATE CAP AGREEMENT RESERVE FUND


 


(Revised
6-30-2015)


 


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 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 (i) have a term 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 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.



 


		(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.



 




    	Rider to Multifamily Loan and Security Agreement
Rate Cap Agreement and Rate Cap Agreement Reserve Fund
	Page 1



     


    

  


		(b)	Adjustments
                                         to Rate Cap Reserve Deposit. Lender will recompute the amount of the Rate Cap Reserve
                                         Deposit every 6 months based on the outstanding principal balance due under the Note
                                         at the time Lender recomputes the amount of the Rate Cap Reserve Deposit. 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 that the Maturity Date,
                                         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.



 


		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.



 




    	Rider to Multifamily Loan and Security Agreement
Rate Cap Agreement and Rate Cap Agreement Reserve Fund
	Page 2



     


    

  


		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 3.53%.


 


“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



     


    

  


MULTIFAMILY
LOAN AND SECURITY AGREEMENT


 


RIDER
TO MULTIFAMILY LOAN AND SECURITY AGREEMENT


 


AFFILIATE
TRANSFER


 


(MPC
Partnership Holdings LLC)


 


(Revised
7-1-2014)


 


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, Carroll Multifamily Real Estate Fund III, LP (“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.



 




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Affiliate Transfer (MPC Partnership Holdings LLC)
	Page 1



     


    

  


		(I)	Borrower
                                         delivers to Lender a search confirming that the Affiliate is not on the list of Specially
                                         Designated Nationals or other blocked persons published by the U.S. Office of Foreign
                                         Assets Control, or on the list of persons or entities prohibited from doing business
                                         with the Department of Housing and Urban Development.



 


		(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)	At
                                         Lender’s request, Borrower executes a reaffirmation of its obligations under the
                                         Loan Documents in a form acceptable to Lender.



 


		(L)	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).


 




    	Rider to Multifamily Loan and Security Agreement
Affiliate Transfer (MPC Partnership Holdings LLC)
	Page 2



     


    

  


RIDER
TO MULTIFAMILY LOAN AND SECURITY AGREEMENT


 


AFFILIATE
TRANSFER


 


(Bluerock
Residential Holdings, LP)


 


(Revised
7-1-2014)


 


The following
changes are made to the Loan Agreement which precedes this Rider:


 


		A.	Section
                                         7.03(d)(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.



 




    	Rider to Multifamily Loan and Security Agreement
Affiliate Transfer (Bluerock Residential Holdings, LP)
	Page 1



     


    

  


		(I)	Borrower
                                         delivers to Lender a search confirming that the Bluerock Affiliate Transferor’s
                                         Affiliate is not on the list of Specially Designated Nationals or other blocked persons
                                         published by the U.S. Office of Foreign Assets Control, or on the list of persons or
                                         entities prohibited from doing business with the Department of Housing and Urban Development.



 


		(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.



 


		B.	The following
                                         definition is added to Article XII:



 


“Bluerock
Affiliate Transfer” is defined in Section 7.03(d)(ii).


 


“Bluerock
Affiliate Transferor” is defined in Section 7.03(d)(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.


 




    	Rider to Multifamily Loan and Security Agreement
Affiliate Transfer (Bluerock Residential Holdings, LP)
	Page 2



     


    

  


RIDER
TO MULTIFAMILY LOAN AND SECURITY AGREEMENT


 


BUY-SELL
TRANSFER


 


(Revised
7-1-2014)


 


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 World Gateway Orlando 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 World Gateway JV Member, LLC, a Delaware limited liability
                                         company (for convenience, referred to herein as “Manager”) to Carroll Co-Invest
                                         III World Gateway, LLC, a Delaware limited liability company or to its 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 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.



 


		(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 MPC Partnership Holdings
                                         LLC will be referred to as the “Carroll Guarantor.”



 




    	Rider to Multifamily Loan and Security Agreement
Buy-Sell Transfer
	Page 1



     


    

  


		(I)	At
                                         the time of the Buy-Sell Transfer, if the Manager is the transferor, the Carroll Guarantor
                                         has a net worth of at least $15,000,000, and liquid assets of at least $2,500,000.



 


		(II)	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 $2,500,000.



 


		(III)	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 the following condition will be applicable:



 


		(X)	The
                                         ratification of the Guaranty 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.



 


		(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.



 


		(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.



 




    	Rider to Multifamily Loan and Security Agreement
Buy-Sell Transfer
	Page 2



     


    

  


		(6)	Reserved.



 


		(7)	At
                                         the time of the proposed Buy-Sell Transfer, the Equity (if the Manager is the transferor)
                                         or the Manager (if the Equity is the transferor), 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 Affiliate of either the Equity or Manager,
                                                                                                  Borrower must deliver to Lender a search confirming that the transferee Affiliate is not on the list of Specially Designated
                                                                                                  Nationals or other blocked persons published by the U.S. Office of Foreign Assets Control or on the list of persons or
                                                                                                  entities prohibited from doing business with the Department of Housing and Urban Development.



 


		(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
                                         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),
                                         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.



 


		B.	The following
                                         definitions are added to Article XII:



 


“Buy-Sell
Transfer” is defined in Section 7.03(d)(iii).


 


“Equity”
is defined in Section 7.03(d)(iii)(A)(1).


 




    	Rider to Multifamily Loan and Security Agreement
Buy-Sell Transfer
	Page 3



     


    

  


“Manager”
is defined in Section 7.03(d)(iii)(A)(1).


  




    	Rider to Multifamily Loan and Security Agreement
Buy-Sell Transfer
	Page 4



     


    

  


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

	Page 1



     


    

  


EXHIBIT
A


 


DESCRIPTION
OF THE LAND


 


Century
Palms at World Gateway


 


PARCEL 1 (FEE
ESTATE)


 


PARCEL A-2 OF
WORLD GATEWAY PHASE 3, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 46, PAGES 10 THROUGH 12, INCLUSIVE OF THE PUBLIC
RECORDS OF ORANGE COUNTY, FLORIDA.


 


PARCEL 2 (EASEMENT
ESTATE)


 


NON-EXCLUSIVE
EASEMENT RIGHTS ARISING UNDER THAT CERTAIN GRANT OF SIGNAGE EASEMENT EXECUTED BY WORLD GATEWAY PROPERTY OWNERS ASSOCIATION, INC.,
IN FAVOR OF GCB ASSOCIATES, LTD., AND ORLANDO GATEWAY, LLC, DATED DECEMBER 29, 2000 AND RECORDED DECEMBER 29, 2000 IN OFFICIAL
RECORDS BOOK 6161, PAGE 5064, OF THE PUBLIC RECORDS OF ORANGE COUNTY, FLORIDA.


 


AND


 


THOSE CERTAIN
EASEMENTS CREATED IN ARTICLE VI OF THE DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR THE GREEN PROJECT, ORANGE COUNTY,
FLORIDA, RECORDED JANUARY 12, 1995 IN OFFICIAL RECORDS BOOK 4843, PAGE 1448; SUPPLEMENTAL DECLARATION RECORDED JUNE 5, 1997 IN
OFFICIAL RECORDS BOOK 5266, PAGE 4882 AND RECORDED SEPTEMBER 17, 1997 IN OFFICIAL RECORDS BOOK 5328, PAGE 1945; FIRST AMENDMENT
RECORDED NOVEMBER 26, 1997 IN OFFICIAL RECORDS BOOK 5371, PAGE 1159; SUPPLEMENTAL DECLARATION RECORDED IN OFFICIAL RECORDS BOOK
5816, PAGE 4379, AND SECOND AMENDMENT RECORDED IN OFFICIAL RECORDS BOOK 5847, PAGE 3397, OF THE PUBLIC RECORDS OF ORANGE COUNTY,
FLORIDA; THIRD AMENDMENT RECORDED IN OFFICIAL RECORDS BOOK 6600, PAGE 2868; FOURTH AMENDMENT RECORDED IN OFFICIAL RECORDS BOOK
7656, PAGE 3988; FIFTH AMENDMENT RECORDED IN OFFICIAL RECORDS BOOK 9934, PAGE 2784; FIFTH AMENDMENT RECORDED IN OFFICIAL RECORDS
BOOK 10010, PAGE 3690 AND SIXTH AMENDMENT RECORDED IN OFFICIAL RECORDS BOOK 10377, PAGE 4396, ALL OF THE PUBLIC RECORDS OF ORANGE
COUNTY, FLORIDA.


 


AND


 


TOGETHER WITH
AN UNDIVIDED INTEREST IN AND TO EASEMENT FOR COMMON AREA PURSUANT TO ARTICLE VIII OF THE DECLARATION OF COVENANTS, CONDITIONS
AND RESTRICTIONS AS RECORDED IN O.R. BOOK 4843, PAGE 1448.


 


AND


 


TOGETHER WITH
THE BENEFIT OF EASEMENT FOR INGRESS AND EGRESS OVER AND ACROSS TRACT D (SATAY DRIVE) AS PROVIDED FOR AND SET FORTH ON THE PLAT
OF WORLD GATEWAY PHASE 3 ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 46, PAGES 10 THROUGH 12, AND AFFECTED BY THAT
CERTAIN QUIT CLAIM DEED DATED DECEMBER 29, 2000 AND RECORDED DECEMBER 29, 2000 IN OFFICIAL RECORDS BOOK 6161, PAGE 4998.


 


AND


 


TOGETHER WITH
THAT CERTAIN SLOPE EASEMENT AGREEMENT RECORDED IN O.R. BOOK 8089, PAGE 4987, ALL OF THE PUBLIC RECORDS OF ORANGE COUNTY, FLORIDA.


 




    	
Multifamily Loan and Security Agreement

	Page A-1



     


    

  


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.



 


		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:



 




    	
Multifamily Loan and Security Agreement

	Page B-1



     


    

  


		(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
                                         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 Borrower provides notice of that acquisition
                                         to Lender within 30 days following the acquisition.



 


		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.



 


		(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.



 




    	
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		(H)	Borrower
                                         delivers to Lender a search confirming that the Bluerock Entity Transfer transferee is
                                         not on the list of Specially Designated Nationals or other blocked persons published
                                         by the U.S. Office of Foreign Assets Control, or on the list of persons or entities prohibited
                                         from doing business with the Department of Housing and Urban Development.



 


		(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
                                         $2,500,000.



 


		(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.



 


		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.



 




    	
Multifamily Loan and Security Agreement

	Page B-4



     


    

  


	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


 


None.


 




    	
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



		·	Paint
                                         exteriors/maintenance



		·	Seal/stripe
                                         asphalt parking



		·	Microwaves



		·	Washer/dryers



		·	Pool
                                         and equipment



		·	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

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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


   





 


		*	The General
                                         Partner is Bluerock Residential Growth REIT, Inc. In addition to the limited partnership
                                         interests held by Bluerock REIT Holdings, LLC in Bluerock Residential Holdings, LP (the
                                         “LP”), BRG Manager, LLC, Bluerock Special Opportunity & Income
                                         Fund II, LLC, Bluerock Special Opportunity & Income Fund III, LLC, BR-NPT Springing
                                         Entity, LLC, Bluerock Multifamily Advisor, LLC, and Bluerock Property Management, LLC,
                                         all affiliates of Bluerock Real Estate, LLC, hold less than 10% limited partnership in
                                         the LP.



 


		**	Bluerock Residential
                                         Growth REIT, Inc. is owned by multiple REIT shareholders/preferred stockholders for REIT
                                         purposes, have of which own more than 25%.



 




    	
Multifamily Loan and Security Agreement

	Page H-1



     


    

  


EXHIBIT
I


 


DESIGNATED ENTITIES
FOR TRANSFERS AND GUARANTOR(S)


 


Designated
Entities for Transfers


 


		·	BR
                                         Carroll World Gateway Orlando JV, LLC



		·	BR
                                         World Gateway JV Member, LLC



		·	BRG
                                         World Gateway Orlando, LLC



		·	Bluerock
                                         Residential Holdings, LP



		·	Bluerock
                                         Residential Growth REIT, Inc.



		·	Carroll
                                         Co-Invest III World Gateway LLC



		·	Carroll
                                         Multifamily Real Estate Fund III, LP



		·	MPC
                                         Partnership Holdings LLC



		·	P.
                                         Carroll Capital Partners, LLC



		·	HUP
                                         Investment Company, LLC



 


Guarantor(s)


 


		·	Bluerock
                                         Residential Growth REIT, Inc.



		·	MPC
                                         Partnership Holdings, LLC



 




    	
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