Exhibit 10.344


 


Freddie Mac Loan Number: 708581498


Property Name: Citation Club on Palmer Ranch


 


MULTIFAMILY LOAN AND SECURITY AGREEMENT


 


(Revised 9-4-2015)


 





	Borrower:	BR
    CARROLL PALMER RANCH, LLC, a Delaware limited liability company
	Lender:	JONES
    LANG LASALLE MULTIFAMILY, LLC, a Delaware limited liability company
	Date:	As of January
    5, 2016
	Loan
    Amount:	$26,925,000.00







 





 



 Reserve Fund Information


(See Article IV)





	 


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


 


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


 


	 





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








	Replacement Reserve	x  Yes          If Yes:  x  Funded    ̈  Deferred
	 	 ̈   No	 	 
	 	 	 	 
	Rental Achievement Reserve	 ̈  Yes          If Yes:   ̈  Cash	 ̈  Letter of Credit
	 	x  No	 	 
	 	 	 	 
	Rate Cap Agreement Reserve	x  Yes	 ̈  No	 
	 	 	 	 
	Other Reserve(s)	 ̈  Yes	x  No	 
	If Yes, specify:  _________________________________________________________________________________







	 	 	 	 







	Lease-Up Transaction	     ̈  Yes	x  No	 	 
	 	If Yes, is a Reserve required?	 ̈  Yes	 ̈  No
	 	If Yes, is a Letter of Credit required?	 ̈  Yes	 ̈  No
	 	 	 	 


 




     


     


    

 


	 
	Attached Riders
	(See Article XIII)
	 


 


	Name of Rider	 	Date Revised
	 	 	 
	Rider to Multifamily Loan and Security Agreement - Repair Reserve Fund	 	5-1-2015
	 	 	 
	Rider to Multifamily Loan and Security Agreement - Replacement Reserve Fund – Immediate
    Deposits	 	7-1-2014
	 	 	 
	Rider to Multifamily Loan and Security Agreement - Affiliate Transfer - (MPC Partnership
    Holdings LLC)	 	7-1-2014
	 	 	 
	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
	 	 	 
	Rider to Multifamily Loan and Security Agreement - Cooperation with Rating Agencies and
    Investors	 	1-27-2015
	 	 	 
	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 - Termite or Wood Damaging Insect Control	 	3-1-2014


 


	 
	Exhibit B Modifications
	(See Article XIV)
	 


 


	Are any Exhibit
    B modifications attached?	x  Yes	 ̈ No
	 	 	 


 




     


     


    

  


TABLE
OF CONTENTS


  


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


 




    	Multifamily Loan and Security Agreement	Page i



     


    

 


	5.17	Financial Statements	10
	5.18	ERISA – Borrower Status	10
	5.19	No Fraudulent Transfer or Preference	11
	5.20	No Insolvency or Judgment	11
	5.21	Working Capital	 11
	5.22	Cap Collateral	 11
	5.23	Ground Lease	11
	5.24	Purpose of Loan	11
	5.25	Through 5.39 are Reserved	12
	5.40	Recycled SPE Borrower	12
	5.41	Recycled SPE Equity Owner	12
	5.42	Through 5.50 are Reserved	12
	5.51	Survival	12
	5.52	through 5.53 are Reserved	12
	 	 	 
	ARTICLE VI        BORROWER
    COVENANTS	12
	6.01	Compliance with Laws	12
	6.02	Compliance with Organizational Documents	13
	6.03	Use of Mortgaged Property	13
	6.04	Non-Residential Leases	14
	6.05	Prepayment of Rents	15
	6.06	Inspection	15
	6.07	Books and Records; Financial Reporting	16
	6.08	Taxes; Operating Expenses; Ground Rents	19
	6.09	Preservation, Management and Maintenance of Mortgaged Property	20
	6.10	Insurance	24
	6.11	Condemnation	28
	6.12	Environmental Hazards	31
	6.13	Single Purpose Entity Requirements	33
	6.14	Repairs and Capital Replacements	37
	6.15	Residential Leases Affecting the Mortgaged Property	38
	6.16	Litigation; Government Proceedings	39
	6.17	Further Assurances and Estoppel Certificates; Lender’s Expenses	39
	6.18	Cap Collateral	39
	6.19	Ground Lease	39
	6.20	ERISA Requirements	39
	6.21	through 6.46 are Reserved	40
	 	 	 
	ARTICLE VII       TRANSFERS OF
    THE MORTGAGED PROPERTY OR INTERESTS IN 

BORROWER	40
	7.01	Permitted Transfers	40
	7.02	Prohibited Transfers	41
	7.03	Conditionally Permitted Transfers	42
	7.04	Preapproved Intrafamily Transfers	46
	7.05	Lender’s Consent to Prohibited Transfers	48
	7.06	SPE Equity Owner Requirement Following Transfer	50
	7.07	Additional Transfer Requirements - External Cap Agreement	50
	7.08	Reserved	51
	7.09	Reserved	51


 




    	Multifamily Loan and Security Agreement	Page ii



     


    

 


	ARTICLE VIII     SUBROGATION	51
	 	 	 
	ARTICLE IX        EVENTS OF
    DEFAULT AND REMEDIES	51
	9.01	Events of Default	51
	9.02	Protection of Lender’s Security; Security Instrument Secures Future Advances	54
	9.03	Remedies	55
	9.04	Forbearance	55
	9.05	Waiver of Marshalling	56
	 	 	 
	ARTICLE X         RELEASE;
    INDEMNITY	56
	10.01	Release	56
	10.02	Indemnity	57
	10.03	Reserved	61
	 	 	 
	ARTICLE XI        MISCELLANEOUS
    PROVISIONS	61
	11.01	Waiver of Statute of Limitations, Offsets and Counterclaims	61
	11.02	Governing Law; Consent to Jurisdiction and Venue	61
	11.03	Notice	61
	11.04	Successors and Assigns Bound	62
	11.05	Joint and Several (and Solidary) Liability	62
	11.06	Relationship of Parties; No Third Party Beneficiary	62
	11.07	Severability; Amendments	62
	11.08	Disclosure of Information	63
	11.09	Determinations by Lender	63
	11.10	Sale of Note; Change in Servicer; Loan Servicing	63
	11.11	Supplemental Financing	63
	11.12	Defeasance	67
	11.13	Lender’s Rights to Sell or Securitize	70
	11.14	Cooperation with Rating Agencies and Investors	71
	11.15	Letter of Credit Requirements	71
	11.16	Through 11.18 are Reserved	72
	11.19	State Specific Provisions	72
	11.20	Time is of the Essence	72
	 	 	 
	ARTICLE XII      DEFINITIONS	72
	 	 	 
	ARTICLE XIII     INCORPORATION OF ATTACHED RIDERS	87
	 	 
	ARTICLE XIV     INCORPORATION OF ATTACHED
    EXHIBITS	87


 




    	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 5th day of January, 2016 and is made by and between BR CARROLL PALMER
RANCH, LLC, a Delaware limited liability company (“Borrower”), and JONES LANG LASALLE MULTIFAMILY, LLC,
a Delaware 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 $26,925,000.00 (“Loan”). Lender is willing
to make the Loan to Borrower upon the terms and subject to the conditions set forth in this Loan Agreement.


 


AGREEMENT


 


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


 


		ARTICLE I	DEFINED
                                         TERMS; CONSTRUCTION.



 


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



 


		1.02	Construction.



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 




    	Multifamily Loan and Security Agreement	Page 1



     


    

 


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



 


		ARTICLE II	LOAN.



 


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



 


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



 


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



 


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



 


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



 


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



 




    	Multifamily Loan and Security Agreement	Page 2



     


    

 


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



 


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



 


		ARTICLE III	LOAN
                                         SECURITY AND GUARANTY.



 


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



 


		3.02	Reserve Funds.



 


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



 


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



 


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



 


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



 


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



 


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



 




    	Multifamily Loan and Security Agreement	Page 3



     


    

 


		3.04	Cap Agreement and Cap Collateral
                                         Assignment. Reserved.



 


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



 


		3.06	Reserved.



 


		3.07	Reserved.



 


		3.08	Reserved.



 


		ARTICLE IV	RESERVE
                                         FUNDS AND REQUIREMENTS.



 


		4.01	Reserves Generally.



 


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



 


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



 


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



 


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



 


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



 


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



 


		(e)	Reserved.



 




    	Multifamily Loan and Security Agreement	Page 4



     


    

 


		4.02	Reserves for Taxes, Insurance
                                         and Other Charges.



 


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



 


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


 


The amounts deposited pursuant
to this Section 4.02(a) are collectively referred to in this Loan Agreement as the “Imposition Reserve Deposits.”
The obligations of Borrower for which the Imposition Reserve Deposits are required are collectively referred to in this Loan Agreement
as “Impositions.” The amount of the Imposition Reserve Deposits must be sufficient to enable Lender to pay
each Imposition before the last date upon which such payment may be made without any penalty or interest charge being added. Lender
will maintain records indicating how much of the monthly Imposition Reserve Deposits and how much of the aggregate Imposition
Reserve Deposits held by Lender are held for the purpose of paying Taxes, Insurance premiums, Ground Rent (if applicable) and
each other Imposition.


 


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



 


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



 




    	Multifamily Loan and Security Agreement	Page 5



     


    

 


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



 


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



 


		(f)	through (i) are Reserved.



 


		4.03	Repairs; Repair Reserve
                                         Fund. Reserved.



 


		4.04	Replacement Reserve Fund.
                                         Reserved.



 


		4.05	Rental Achievement Provisions.
                                         Reserved.



 


		4.06	Debt
                                         Service Reserve. Reserved.



 


		4.07	Rate
                                         Cap Agreement Reserve Fund. Reserved.



 


		4.08	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.



 




    	Multifamily Loan and Security Agreement	Page 7



     


    

 


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



 


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



 


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



 


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


 


		5.07	Compliance with Applicable
                                         Laws and Regulations.



 


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



 


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



 


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



 


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



 


		(b)	Reserved.



 


		(c)	Reserved.



 




    	Multifamily Loan and Security Agreement	Page 8



     


    

 


		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
                                         each of the following conditions:



 


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



 


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



 


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



 


		(d)	They do not include options to
                                         purchase.



 


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



 


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



 




    	Multifamily Loan and Security Agreement	Page 9



     


    

 


		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.



 




    	Multifamily Loan and Security Agreement	Page 10



     


    

 


		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 Citation 320 Delaware, LLC (“Property
                                         Seller”). No Borrower or Borrower Principal has or had, directly or indirectly
                                         (through a family member or otherwise), any interest in the Property Seller and the acquisition
                                         of the Mortgaged Property is an arm’s-length transaction. To the best of Borrower’s
                                         knowledge after due inquiry and investigation, the purchase price of the Mortgaged Property
                                         represents the fair market value of the Mortgaged Property and Property Seller is not
                                         or will not be insolvent subsequent to the sale of the Mortgaged Property.



 




    	Multifamily Loan and Security Agreement	Page 11



     


    

 


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



 


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



 


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


 


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


 


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


 


		5.25	through 5.39 are reserved.



 


		5.40	Recycled
                                         SPE Borrower. Reserved.



 


		5.41	Recycled
                                         SPE Equity Owner. Reserved.



 


		5.42	through 5.50 are reserved.



 


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



 


		5.52	through
                                         5.53 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.



 




    	Multifamily Loan and Security Agreement	Page 12



     


    

 


		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.



 


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



 


		(b)	Reserved.



 


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



 




    	Multifamily Loan and Security Agreement	Page 13



     


    

 


		6.04	Non-Residential Leases.



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


		(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.



 




    	Multifamily Loan and Security Agreement	Page 14



     


    

 


		(G)	A burlesque or strip club.



 


		(H)	Any illegal activity.



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


		(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.



 




    	Multifamily Loan and Security Agreement	Page 15



     


    

 


		(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.



 




    	Multifamily Loan and Security Agreement	Page 16



     


    

 


		(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.



 




    	Multifamily Loan and Security Agreement	Page 17



     


    

 


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



 


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



 


		(ii)	Upon Lender’s request in Lender’s
                                         sole and absolute discretion prior to a Securitization, and thereafter upon Lender’s
                                         request in Lender’s Discretion, 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.



 




    	Multifamily Loan and Security Agreement	Page 18



     


    

 


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



 


		(f)	Delivery of Guarantor and SPE
                                         Equity Owner Financial Statements 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.



 




    	Multifamily Loan and Security Agreement	Page 19



     


    

 


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



 


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



 


		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.



 




    	Multifamily Loan and Security Agreement	Page 20



     


    

 


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



 


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



 


		(iii)	Reserved.



 


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



 


		(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.



 


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


 




    	Multifamily Loan and Security Agreement	Page 21



     


    

 


		(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:



 






    	Multifamily Loan and Security Agreement	Page 22



     


    

 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


		(vi)	Reserved.



 


		(vii)	Reserved.



 


		(viii)	Reserved.



 




    	Multifamily Loan and Security Agreement	Page 23



     


    

 


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



 


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



 


		(h)	through (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.



 




    	Multifamily Loan and Security Agreement	Page 24



     


    

 


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



 


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



 


		(viii)	Reserved.



 


		(ix)	Reserved.



 


		(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.



 




    	Multifamily Loan and Security Agreement	Page 25



     


    

 


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



 


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



 


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



 


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



 


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



 


		(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.



 




    	Multifamily Loan and Security Agreement	Page 26



     


    

 


		(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.



 


		(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.



 




    	Multifamily Loan and Security Agreement	Page 27



     


    

 


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



 


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



 


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



 


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



 


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



 


		(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.



 




    	Multifamily Loan and Security Agreement	Page 28



     


    

 


		(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.



 




    	Multifamily Loan and Security Agreement	Page 29



     


    

 


		(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).



 


		(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..



 




    	Multifamily Loan and Security Agreement	Page 30



     


    

 


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



 


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



 


		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.



 




    	Multifamily Loan and Security Agreement	Page 31



     


    

 


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



 


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



 


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



 


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



 


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


 


		(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.



 




    	Multifamily Loan and Security Agreement	Page 32



     


    

 


		(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.



 


		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.



 




    	Multifamily Loan and Security Agreement	Page 33



     


    

 


		(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.



 


		(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.



 




    	Multifamily Loan and Security Agreement	Page 34



     


    

 


		(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.



 


		(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.



 




    	Multifamily Loan and Security Agreement	Page 35



     


    

 


		(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:



 


		(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.



 




    	Multifamily Loan and Security Agreement	Page 36



     


    

 


		(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.



 


		(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.



 




    	Multifamily Loan and Security Agreement	Page 37



     


    

 


		(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.



 


		(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.



 




    	Multifamily Loan and Security Agreement	Page 38



     


    

 


		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.



 


		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.



 




    	Multifamily Loan and Security Agreement	Page 39



     


    

 


		(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.



 


		(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.



 




    	Multifamily Loan and Security Agreement	Page 40



     


    

 


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



 


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



 


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



 


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



 


		(g)	A Transfer of obsolete or worn
                                         out Personalty or Fixtures that are contemporaneously replaced by items of equal or better
                                         function and quality, which are free of Liens, encumbrances and security interests other
                                         than those created by the Loan Documents or consented to by Lender.



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 




    	Multifamily Loan and Security Agreement	Page 41



     


    

 


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



 


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



 


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



 


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



 


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



 


		(h)	Reserved.



 


		(i)	Reserved.



 


		(j)	Reserved.



 


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



 


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



 


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



 


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



 


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



 




    	Multifamily Loan and Security Agreement	Page 42



     


    

 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 




    	Multifamily Loan and Security Agreement	Page 43



     


    

 


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



 


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



 


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



 


		(B)	The opinion is
                                         addressed to Lender.



 


		(C)	The opinion is
                                         paid for by Borrower.



 


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



 


		(E)	The opinion confirms
                                         each of the following:



 


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



 


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



 


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



 


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



 


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



 


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



 




    	Multifamily Loan and Security Agreement	Page 44



     


    

 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


		(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).



 




    	Multifamily Loan and Security Agreement	Page 45



     


    

 


		(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.



  


		(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.



 




    	Multifamily Loan and Security Agreement	Page 46



     


    

 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


		(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.



 




    	Multifamily Loan and Security Agreement	Page 47



     


    

 


		7.05	Lender’s Consent to
                                         Prohibited Transfers.



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


		(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.



 




    	Multifamily Loan and Security Agreement	Page 48



     


    

 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


		(xv)	Reserved.



 


		(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).



 




    	Multifamily Loan and Security Agreement	Page 49



     


    

 


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



 


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



 


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



 


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



 


		7.07	Additional Transfer Requirements
                                         - External Cap Agreement.



 


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



 


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



 


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



 


		(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.



 




    	Multifamily Loan and Security Agreement	Page 50



     


    

 


		7.08	Reserved.



 


		7.09	Reserved.



 


		ARTICLE VIII	SUBROGATION.



 


If, and to the extent that, the proceeds
of the Loan, or subsequent advances under Section 9.02, are used to pay, satisfy or discharge a Prior Lien, such Loan proceeds
or advances will be deemed to have been advanced by Lender at Borrower’s request, and Lender will automatically, and without
further action on its part, be subrogated to the rights, including Lien priority, of the owner or holder of the obligation secured
by the Prior Lien, whether or not the Prior Lien is released.


 


		ARTICLE IX	EVENTS
                                         OF DEFAULT AND REMEDIES.



 


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



 


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



 


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



 


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



 


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



 


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



 


		(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.



 




    	Multifamily Loan and Security Agreement	Page 51



     


    

 


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



 


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



 


		(k)	Any of the following occurs:



 


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



 


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



 


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



 


		(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.



 




    	Multifamily Loan and Security Agreement	Page 52



     


    

 


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



 


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



 


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



 


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



 


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



 


		(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.



 




    	Multifamily Loan and Security Agreement	Page 53



     


    

 


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



 


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



 


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



 


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



 


		(s)	through (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.



 




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		9.03	Remedies.



 


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



 


		(b)	Each right and remedy provided
                                         in this Loan Agreement is distinct from all other rights or remedies under this Loan
                                         Agreement or any other Loan Document or afforded by applicable law or equity, and each
                                         will be cumulative and may be exercised concurrently, independently or successively,
                                         in any order. Lender’s exercise of any particular right or remedy will not in any
                                         way prevent Lender from exercising any other right or remedy available to Lender. Lender
                                         may exercise any such remedies from time to time and as often as Lender chooses.



 


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



 


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



 


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



 


		(f)	Reserved.



 


		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.



 




    	Multifamily Loan and Security Agreement	Page 55



     


    

 


		(vii)	Release any portion of the Mortgaged
                                         Property.



 


		(viii)	Take or release other or additional
                                         security.



 


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



 


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



 


		(b)	Any forbearance by Lender in exercising
                                         any right or remedy under the Note, this Loan Agreement or any other Loan Document or
                                         otherwise afforded by applicable law, will not be a waiver of or preclude the exercise
                                         of any other right or remedy, or the subsequent exercise of any right or remedy. The
                                         acceptance by Lender of payment of all or any part of the Indebtedness after the due
                                         date of such payment, or in an amount which is less than the required payment, will not
                                         be a waiver of Lender’s right to require prompt payment when due of all other payments
                                         on account of the Indebtedness or to exercise any remedies for any failure to make prompt
                                         payment. Enforcement by Lender of any security for the Indebtedness will not constitute
                                         an election by Lender of remedies so as to preclude the exercise of any other right available
                                         to Lender. Lender’s receipt of any awards or proceeds under Sections 6.10 and 6.11
                                         will not operate to cure or waive any Event of Default.



 


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



 


		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.



 




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		10.02	Indemnity.



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


		(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.



 




    	Multifamily Loan and Security Agreement	Page 57



     


    

 


		(d)	Securitization
                                         Indemnification.



 


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



 


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



 


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



 


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



 


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



 


		(2)	The
                                         Loan.



 


		(3)	The
                                         Mortgaged Property.



 


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


 


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



 


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



 


		(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.



 




    	Multifamily Loan and Security Agreement	Page 58



     


    

 


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



 


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



 


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



 


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



 


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



 


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



 


		(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.



 




    	Multifamily Loan and Security Agreement	Page 59



     


    

 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


		(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.



 




    	Multifamily Loan and Security Agreement	Page 60



     


    

 


		10.03	Reserved.



 


		ARTICLE XI	MISCELLANEOUS
                                         PROVISIONS.



 


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



 


		11.02	Governing Law; Consent
                                         to Jurisdiction and Venue. 



 


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



 


		(b)	Borrower agrees that any controversy
                                         arising under or in relation to the Note, the Security Instrument, this Loan Agreement
                                         or any other Loan Document may be litigated in the Property Jurisdiction. The state and
                                         federal courts and authorities with jurisdiction in the Property Jurisdiction will have
                                         jurisdiction over all controversies that may arise under or in relation to the Note,
                                         any security for the Indebtedness or any other Loan Document. Borrower irrevocably consents
                                         to service, jurisdiction and venue of such courts for any such litigation and waives
                                         any other venue to which it might be entitled by virtue of domicile, habitual residence
                                         or otherwise. However, nothing in this Section 11.02 is intended to limit Lender’s
                                         right to bring any suit, action or proceeding relating to matters under this Loan Agreement
                                         in any court of any other jurisdiction.



 


		11.03	Notice. 



 


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



 





	If to Lender:	Jones Lang LaSalle Multifamily, LLC

        3344 Peachtree Road NE, Suite 1100

        Atlanta, Georgia 30326

        Attention: Servicing Department

         

	If
    to Borrower:	BR Carroll Palmer Ranch, LLC

        c/o Carroll Organization, LLC

        3340 Peachtree Road, Suite 2250

        Atlanta, Georgia 30326

        Attention: Josh Champion





 




    	Multifamily Loan and Security Agreement	Page 61



     


    

 


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



 


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



 


		(d)	Reserved.



 


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



 


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



 


		11.06	Relationship of Parties;
                                         No Third Party Beneficiary.



 


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



 


		(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.



 




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



 


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



 


		11.10	Sale of Note; Change in
                                         Servicer; Loan Servicing. The Note or a partial interest in the Note (together with
                                         this Loan Agreement and the other Loan Documents) may be sold one or more times without
                                         prior Notice to Borrower. A sale may result in a change of the Loan Servicer. There also
                                         may be one or more changes of the Loan Servicer unrelated to a sale of the Note. If there
                                         is a change of the Loan Servicer, Borrower will be given Notice of the change. All actions
                                         regarding the servicing of the Loan evidenced by the Note, including the collection of
                                         payments, the giving and receipt of Notice, inspections of the Mortgaged Property, inspections
                                         of books and records, and the granting of consents and approvals, may be taken by the
                                         Loan Servicer unless Borrower receives Notice to the contrary. If Borrower receives conflicting
                                         Notices regarding the identity of the Loan Servicer or any other subject, any such Notice
                                         from Lender will govern.



 


		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:



 




    	Multifamily Loan and Security Agreement	Page 63



     


    

 


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



 


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



 


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



 


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



 


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



 


to


 


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



 


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



 


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



 


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



 


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.


 




    	Multifamily Loan and Security Agreement	Page 64



     


    

 


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



 


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



 


		(I)	the Indebtedness under this Loan
                                         Agreement,



 


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



 


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



 


to


 


		(B)	the value of the Mortgaged Property.



 


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


 


		(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.



 




    	Multifamily Loan and Security Agreement	Page 65



     


    

 


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



 


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



 


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



 


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



 


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



 


		(B)	Taxes and payments
                                         in lieu of taxes



 


		(C)	Ground Rents



 


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


 


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



 


		(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.



 




    	Multifamily Loan and Security Agreement	Page 66



     


    

 


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



 


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



 


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



 


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



 


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


 


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



 


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



 


		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.



 




    	Multifamily Loan and Security Agreement	Page 67



     


    

 


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



 


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



 


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



 


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



 


		(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:



 




    	Multifamily Loan and Security Agreement	Page 68



     


    

 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


		(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”).



 




    	Multifamily Loan and Security Agreement	Page 69



     


    

 


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



 


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



 


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



 


		(h)	Reserved.



 


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



 


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


 


		(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.)



 




    	Multifamily Loan and Security Agreement	Page 70



     


    

 


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



 


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



 


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



 


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



 


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



 


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



 


		11.15	Letter
                                         of Credit Requirements. 



 


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



 


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



 


		(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.



 




    	Multifamily Loan and Security Agreement	Page 71



     


    

 


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



 


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



 


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



 


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



 


		11.16	Reserved.



 


		11.17	Reserved.



 


		11.18	Reserved.



 


		11.19	State
                                         Specific Provisions. Reserved.



 


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



 


		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).


 




    	Multifamily Loan and Security Agreement	Page 72



     


    

 


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


 


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


 


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


 


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


 


“Borrower
Principal” means any of the following:


 


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



 


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



 


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



 


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



 


“Borrower Proof of Loss Threshold”
means $135,000.00.


 


“Borrower Proof of Loss Maximum”
means $540,000.00.


 


“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.



 




    	Multifamily Loan and Security Agreement	Page 73



     


    

 


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



 


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



 


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



 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“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.


 




    	Multifamily Loan and Security Agreement	Page 74



     


    

 


“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.


 


“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.


 




    	Multifamily Loan and Security Agreement	Page 75



     


    

 


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


 


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


 


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


 


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


 


“GAAP” means
generally accepted accounting principles.


 


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


 


“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.


 




    	Multifamily Loan and Security Agreement	Page 76



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Installment Due Date”
is defined in the Note.


 


“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.


 




    	Multifamily Loan and Security Agreement	Page 77



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Loan Servicer” means
the entity that from time to time is designated by Lender to collect payments and deposits and receive Notices under the Note,
the Security Instrument, this Loan Agreement and any other Loan Document, and otherwise to service the Loan evidenced by the Note
for the benefit of Lender.


 


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


 


“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.


 




    	Multifamily Loan and Security Agreement	Page 78



     


    

 


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


 


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


 


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


 


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


 


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


 


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



 


		(ii)	The Improvements.



 


		(iii)	The Fixtures.



 


		(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.



 




    	Multifamily Loan and Security Agreement	Page 79



     


    

 


		(x)	All Rents and Leases.



 


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



 


		(xii)	All Imposition Reserve Deposits.



 


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



 


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



 


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



 


		(xvi)	If required by the terms of Section
                                         4.05 or elsewhere in this Loan Agreement, all rights under any Letter of Credit and the
                                         Proceeds, as such Proceeds may increase or decrease from time to time.



 


		(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 and Polychlorinated Biphenyls.


 


“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.


 




    	Multifamily Loan and Security Agreement	Page 80



     


    

 


“Personalty”
means all of the following:


 


		(i)	Accounts (including deposit accounts)
                                         of Borrower related to the Mortgaged Property.



 


		(ii)	Equipment and inventory owned
                                         by Borrower, which are used now or in the future in connection with the ownership, management
                                         or operation of the Land or Improvements or are located on the Land or Improvements,
                                         including furniture, furnishings, machinery, building materials, goods, supplies, tools,
                                         books, records (whether in written or electronic form) and computer equipment (hardware
                                         and software).



 


		(iii)	Other tangible personal property
                                         owned by Borrower which is used now or in the future in connection with the ownership,
                                         management or operation of the Land or Improvements or is located on the Land or in the
                                         Improvements, including ranges, stoves, microwave ovens, refrigerators, dishwashers,
                                         garbage disposers, washers, dryers and other appliances (other than Fixtures).



 


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



 


		(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.



 




    	Multifamily Loan and Security Agreement	Page 81



     


    

 


		(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.


 


“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 $7,950,000.00 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.


 




    	Multifamily Loan and Security Agreement	Page 82



     


    

 


“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.


 


“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).


 




    	Multifamily Loan and Security Agreement	Page 83



     


    

 


“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).


 


“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.


 




    	Multifamily Loan and Security Agreement	Page 84



     


    

 


“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).



 


		(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.



 




    	Multifamily Loan and Security Agreement	Page 85



     


    

 


“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 86



     


    

 


		ARTICLE XIII	INCORPORATION OF ATTACHED RIDERS.



 


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


 


		ARTICLE XIV	INCORPORATION OF ATTACHED EXHIBITS.



 


The following Exhibits, if marked with an
“X” in the space provided, are attached to this Loan Agreement:


 


	x	 	Exhibit A	Description of the Land (required)
	 	 	 	 
	x	 	Exhibit B	Modifications to Multifamily Loan and Security Agreement
	 	 	 	 
	x	 	Exhibit C	Repair Schedule of Work
	 	 	 	 
	x	 	Exhibit D	Repair Disbursement Request (required)
	 	 	 	 
	x	 	Exhibit E	Work Commenced at Mortgaged Property
	 	 	 	 
	x	 	Exhibit F	Capital Replacements (required)
	 	 	 	 
	x	 	Exhibit G	Description of Ground Lease
	 	 	 	 
	x	 	Exhibit H	Organizational Chart of Borrower as of the Closing Date (required)
	 	 	 	 
	x	 	Exhibit I	Designated Entities for Transfers and Guarantor(s) (required)
	 	 	 	 
	x	 	Exhibit J	Description of Release Parcel
	 	 	 	 
	 ̈	 	Exhibit K	Reserved
	 	 	 	 
	 ̈	 	Exhibit L	Reserved
	 	 	 	 
	 ̈	 	Exhibit M	Reserved
	 	 	 	 
	 ̈	 	Exhibit N	Reserved
	 	 	 	 
	x	 	Exhibit O	Borrower’s Certificate of Property Improvement Alterations Completion (required)


 


REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK;

SIGNATURES ON FOLLOWING PAGES


 




    	Multifamily Loan and Security Agreement	Page 87



     


    

 


	 	BORROWER:
	 	BR CARROLL PALMER RANCH, LLC, a
	 	 	Delaware limited liability company
	 	 	 
	 	By:	/s/ Jordan Ruddy
	 	 	Name: Jordan Ruddy
	 	 	Title: Authorized Signatory


 


 


SIGNATURES
CONTINUE ON FOLLOWING PAGE


 




    	Multifamily Loan and Security Agreement	Page S-1



     


    

 


	 	LENDER:
	 	 
	 	JONES LANG LASALLE MULTIFAMILY, LLC,
    a Delaware limited liability company
	 	 	 
	 	By:	/s/ Faron G. Thompson
	 	 	Faron G. Thompson
	 	 	Executive Vice President


 


 




    	Multifamily Loan and Security Agreement	Page S-2



     


    

 


RIDER TO MULTIFAMILY LOAN AND SECURITY
AGREEMENT


 


REPAIR RESERVE
FUND


 


(Revised 5-1-2015)


 


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


 


		A.	Section 4.03 is
                                         deleted and replaced with the following:



 


		4.03	Repair Reserve Fund.



 


		(a)	Deposits to Repair Reserve Fund.
                                         Lender and Borrower acknowledge that Borrower has established the Repair Reserve Fund
                                         by depositing the Repair Reserve Deposit with Lender on the date of this Loan Agreement,
                                         and that Borrower must complete the Repairs required pursuant to Section 6.14.



 


		(b)	Costs Charged by Lender.



 


		(i)	If Lender, in Lender’s Discretion, retains a professional
inspection engineer or other qualified third party to inspect any Repairs pursuant to the terms of Section 6.06, Lender may charge
Borrower an amount sufficient to pay all reasonable costs and expenses charged by such third party inspector.



 


		(ii)	Lender will be entitled, but not
                                         obligated, to deduct from the Repair Reserve Fund the costs and expenses set forth in
                                         Section 4.03(b)(i). Lender will be entitled to charge Borrower for such costs and
                                         expenses and Borrower will pay the amount of such item(s) to Lender immediately after
                                         Notice from Lender to Borrower of such charge(s).



 


		(iii)	If there are insufficient funds
                                         to pay for the costs and expenses set forth in Section 4.03(b)(i), then Lender will be
                                         entitled to charge Borrower for the costs and expenses specified in Section 4.03(b)(i),
                                         and Borrower will pay the amount of such item(s) to Lender immediately after Notice from
                                         Lender to Borrower of such charge(s).



 


		(c)	Insufficient Amount in Repair
                                         Reserve Fund. If Lender determines, in Lender’s Discretion that the money in
                                         the Repair Reserve Fund is insufficient to pay for the Repairs, Lender will provide Borrower
                                         with Notice of such insufficiency, and as soon as possible (but in no event later than
                                         20 days after such Notice) Borrower will pay to Lender an amount, in cash, equal to such
                                         deficiency, which Lender will deposit in the Repair Reserve Fund.



 


		(d)	Disbursements of Repair Reserve
                                         Fund.



 


		(i)	Disbursement. From time
                                         to time, as construction and completion of the Repairs progresses, upon Borrower’s
                                         submission of a Repair Disbursement Request in the form attached to this Loan Agreement
                                         as Exhibit D, and provided that no Event of Default has occurred and no condition
                                         exists which but for the passage of time or giving of Notice, or both, would constitute
                                         an Event of Default, Lender will make disbursements from the Repair Reserve Fund for
                                         payment or reimbursement of the actual costs of the Repairs. In connection with each
                                         disbursement, Borrower will take each of the following actions:



 




    	Rider to Multifamily Loan and Security Agreement
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		(A)	Sign Borrower’s Repair Disbursement
                                         Request.



 


		(B)	Include with each Repair Disbursement
                                         Request a report setting out the progress of the Repairs and any other reports or information
                                         relating to the construction of the Repairs that may be reasonably requested by Lender.



 


		(C)	Include with each Repair Disbursement
                                         Request copies of any applicable invoices and/or bills and appropriate lien waivers for
                                         the prior period for which disbursement was made, executed by all contractors and suppliers
                                         supplying labor or materials for the Repairs.



 


		(D)	Include with each Repair Disbursement
                                         Request, a report prepared by the professional engineer employed by Lender as to the
                                         status of the Repairs, unless Lender has waived this requirement in writing.



 


		(E)	Include with each Repair Disbursement
                                         Request, Borrower’s written representation and warranty that the Repairs as completed
                                         to the applicable stage do not violate any laws, ordinances, rules or regulations, or
                                         building setback lines or restrictions, applicable to the Mortgaged Property.



 


Except for the final Repair Disbursement
Request, no Repair Disbursement Request may be for an amount less than the Minimum Repair Disbursement Request Amount.


 


		(ii)	Conditions Precedent. Lender
                                         will not be obligated to make any disbursement from the Repair Reserve Fund to or for
                                         the benefit of Borrower unless at the time of such Repair Disbursement Request all of
                                         the following conditions exist:



 


		(A)	There exists no condition, event
                                         or act that would constitute a default (with or without Notice and/or lapse of time)
                                         under this Loan Agreement or any other Loan Document.



 


		(B)	Borrower is in full compliance with
                                         the provisions of this Loan Agreement, the other Loan Documents and any request or demand
                                         by Lender permitted by this Loan Agreement.



 


		(C)	No lien or claim based on furnishing
                                         labor or materials has been recorded, filed or asserted against the Mortgaged Property,
                                         unless Borrower has properly provided bond or other security against loss in accordance
                                         with applicable law.



 




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		(D)	All licenses, permits, and approvals
                                         of any Governmental Authority required for the Repairs as completed to the applicable
                                         stage have been obtained and submitted to Lender upon Lender’s request.



 


		(iii)	Reporting Requirements; Completion.
                                         Prior to the applicable Completion Date, Borrower will deliver to Lender, in addition
                                         to the information required by Section 4.03(d)(i) above, all of the following:



 


		(A)	Contractor’s Certificate.
                                         If required by Lender, a certificate signed by each major contractor and supplier of
                                         materials, as reasonably determined by Lender, engaged to provide labor or materials
                                         for the Repairs to the effect that such contractor or supplier has been paid in full
                                         for all work completed and that the portion of the Repairs provided by such contractor
                                         or supplier has been fully completed in accordance with the plans and specifications
                                         (if any) provided to it by Borrower and that such portion of the Repairs is in compliance
                                         with all applicable building codes and other rules and regulations promulgated by any
                                         applicable regulatory authority or Governmental Authority.



 


		(B)	Borrower’s Certificate.
                                         A certificate signed by Borrower to the effect that the Repairs have been fully paid
                                         for and that all money disbursed pursuant to this Loan Agreement has been used for the
                                         Repairs and no claim exists against Borrower or against the Mortgaged Property out of
                                         which a lien based on furnishing labor or material exists or might ripen. Borrower may
                                         except from the certificate described in the preceding sentence any claim(s) that Borrower
                                         intends to contest, provided that any such claim is described in Borrower’s certificate
                                         and Borrower certifies to Lender that the money in the Repair Reserve Fund is sufficient
                                         to make payment of the full amount which might in any event be payable in order to satisfy
                                         such claim(s). If required by Lender, Borrower also must certify to Lender that the Repairs
                                         are in compliance with all applicable building codes and zoning ordinances.



 


		(C)	Engineer’s Certificate.
                                         If required by Lender, a certificate signed by the professional engineer employed by
                                         Lender to the effect that the Repairs have been completed in a good and workmanlike manner
                                         in compliance with the Repair Schedule of Work and all applicable building codes, zoning
                                         ordinances and other rules and regulations promulgated by applicable regulatory or Governmental
                                         Authorities.



 


		(D)	Other Certificates. Any other
                                         certificates of approval, acceptance or compliance required by Lender from any Governmental
                                         Authority having jurisdiction over the Mortgaged Property and the Repairs.



 


		(iv)	Inspection. Prior to and
                                         as a condition of the final disbursement of funds from the Repair Reserve Fund, Lender
                                         will inspect or will cause the Repairs and Improvements to be inspected in accordance
                                         with the terms of Section 6.06(a), to determine whether all interior and exterior Repairs
                                         have been completed in a manner acceptable to Lender.



 




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		(v)	Indirect and Excess Disbursements
                                         from Repair Reserve Fund. Lender, in its sole and absolute discretion, is authorized
                                         to hold, use and disburse funds from the Repair Reserve Fund to pay any and all costs,
                                         charges and expenses whatsoever and howsoever incurred or required in connection with
                                         the construction and completion of the Repairs, or, if an Event of Default has occurred
                                         and is continuing, in the payment or performance of any obligation of Borrower to Lender.
                                         If Lender, for purposes specified in this Section 4.03, elects to pay any portion of
                                         the money in the Repair Reserve Fund to parties other than Borrower, then Lender may
                                         do so, at any time and from time to time, and the amount of advances to which Borrower
                                         will be entitled under this Loan Agreement will be correspondingly reduced.



 


		(vi)	Repair Schedule of Work.
                                         All disbursements from the Repair Reserve Fund will be limited to the costs of those
                                         items set forth on the Repair Schedule of Work. Without the prior written consent of
                                         Lender, Borrower will not make any payments from the Repair Reserve Fund other than for
                                         the costs of those items set forth on the Repair Schedule of Work or alter the Repair
                                         Schedule of Work.



 


		(e)	Termination of Repair Reserve
                                         Fund. The provisions of this Section 4.03 will cease to be effective upon the completion
                                         of the Repairs in accordance with this Loan Agreement to Lender’s satisfaction,
                                         and the full disbursement by Lender of the Repair Reserve Fund. If there are funds remaining
                                         in the Repair Reserve Fund after the Repairs have been completed in accordance with this
                                         Loan Agreement, and provided no Event of Default has occurred and is continuing under
                                         this Loan Agreement or under any of the other Loan Documents, and no condition exists
                                         which but for the passage of time or giving of Notice, or both, would constitute an Event
                                         of Default, such funds remaining in the Repair Reserve Fund will be refunded by Lender
                                         to Borrower.



 


		(f)	Right to Complete Repairs.
                                         If Borrower abandons or fails to proceed diligently with the Repairs or otherwise, or
                                         there exists an Event of Default under this Loan Agreement, Lender will have the right
                                         (but not the obligation) to enter upon the Mortgaged Property and take over and cause
                                         the completion of the Repairs. Any contracts entered into or indebtedness incurred upon
                                         the exercise of such right may be in the name of Borrower, and Lender is irrevocably
                                         appointed the attorney in fact of Borrower, such appointment being coupled with an interest,
                                         to enter into such contracts, incur such obligations, enforce any contracts or agreements
                                         made by or on behalf of Borrower (including the prosecution and defense of all actions
                                         and proceedings in connection with the Repairs and the payment, settlement, or compromise
                                         of all claims for materials and work performed in connection with the Repairs) and do
                                         any and all things necessary or proper to complete the Repairs including signing Borrower’s
                                         name to any contracts and documents as may be deemed necessary by Lender. In no event
                                         will Lender be required to expend its own funds to complete the Repairs, but Lender may,
                                         in Lender’s sole and absolute discretion, advance such funds. Any funds advanced
                                         will be added to the Indebtedness, secured by the Security Instrument and payable to
                                         Lender by Borrower in accordance with the provisions of the Loan Documents pertaining
                                         to the protection of Lender’s security and advances made by Lender. Borrower waives
                                         any and all claims it may have against Lender for materials used, work performed or resultant
                                         damage to the Mortgaged Property.



 




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		(g)	Completion of Repairs. Lender’s
                                         disbursement of monies in the Repair Reserve Fund or other acknowledgment of completion
                                         of any Repair in a manner satisfactory to Lender will not be deemed a certification by
                                         Lender that the Repair has been completed in accordance with applicable building, zoning
                                         or other codes, ordinances, statutes, laws, regulations or requirements of any Governmental
                                         Authority. Borrower will at all times have the sole responsibility for insuring that
                                         all Repairs are completed in accordance with all such governmental requirements.



 


		B.	The following definitions
                                         are added to Article XII:



 


“Minimum Repair Disbursement
Request Amount” means $2,500.00.


 


“Repair Disbursement
Request” means Borrower’s written requests to Lender in the form attached as Exhibit D for the disbursement
of money from the Repair Reserve Fund pursuant to Article IV.


 


“Repair Reserve Deposit”
means $82,145.00.


 


“Repair Reserve Disbursement
Period” means the interval between disbursements from the Repair Reserve Fund, which interval will be no shorter than
once every 30 days during the term of this Loan Agreement.


 


“Repair Reserve Fund”
means the account which may be established by this Loan Agreement into which the Repair Reserve Deposit is deposited.


 


“Repair Schedule
of Work” means the Repair Schedule of Work attached as Exhibit C.


 




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 Repair Reserve Fund	Page 5



     


    

 


RIDER TO MULTIFAMILY LOAN AND SECURITY
AGREEMENT


 


REPLACEMENT
RESERVE FUND – IMMEDIATE DEPOSITS


 


(Revised 7-1-2014)


 


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


 


		A.	Section 4.04 is deleted and replaced with the following:



 


		4.04	Replacement Reserve Fund.



 


		(a)	Deposits to Replacement Reserve
                                         Fund. On the Closing Date, the parties will establish the Replacement Reserve Fund
                                         and Borrower will pay the Initial Deposit to Lender for deposit into the Replacement
                                         Reserve Fund. Commencing on the date the first installment of principal and/or interest
                                         is due under the Note and continuing on the same day of each successive month until the
                                         Loan is paid in full, Borrower will pay the Monthly Deposit to Lender for deposit into
                                         the Replacement Reserve Fund, together with its regular monthly payments of principal
                                         and/or interest as required by the Note. A transfer of funds into the Replacement Reserve
                                         Fund from the Repair Reserve Fund, pursuant to the terms of Section 4.03(e), if applicable,
                                         will not alter or reduce the amount of any deposits to the Replacement Reserve Fund.



 


		(b)	Costs Charged by Lender.



 


		(i)	If Lender, in Lender’s Discretion,
                                         retains a professional inspection engineer or other qualified third party to inspect
                                         any Capital Replacements pursuant to the terms of Section 6.06, Lender may charge Borrower
                                         an amount sufficient to pay all reasonable costs and expenses charged by such third party
                                         inspector.



 


		(ii)	If there are sufficient funds
                                         in Replacement Reserve Fund, Lender will be entitled, but not obligated, to deduct from
                                         the Replacement Reserve Fund the costs and expenses set forth in Section 4.04(b)(i).
                                         Lender will be entitled to charge Borrower for such costs and expenses and Borrower will
                                         pay the amount of such item(s) to Lender immediately after Notice from Lender to Borrower
                                         of such charge(s).



 


		(iii)	If there are insufficient funds
                                         in the Replacement Reserve Fund, then Lender will be entitled to charge Borrower for
                                         the costs and expenses specified in Section 4.04(b)(i), and Borrower will pay the
                                         amount of such item(s) to Lender immediately after Notice from Lender to Borrower of
                                         such charge(s).



 


		(c)	Adjustments to Replacement Reserve
                                         Fund. If the initial term of the Loan is greater than 120 months, then the following
                                         provisions will apply:



 


		(i)	Lender reserves the right to adjust
                                         the amount of the Monthly Deposit based on Lender’s assessment of the physical
                                         condition of the Mortgaged Property, however, Lender will not make such an adjustment
                                         prior to the date that is 120 months after the first installment due date, nor more frequently
                                         than every 10 years thereafter during the term of the Loan.



 




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		(ii)	Borrower will pay the cost of
                                         any assessment required by Lender pursuant to Section 4.04(c)(i) to Lender immediately
                                         after Notice from Lender to Borrower of such charge.



 


		(iii)	Upon Notice from Lender or Loan
                                         Servicer, Borrower will begin paying the Revised Monthly Deposit on the first monthly
                                         payment date that is at least 30 days after the date of Lender’s or Loan Servicer’s
                                         Notice. If Lender or Loan Servicer does not provide Borrower with Notice of a Revised
                                         Monthly Deposit, Borrower will continue to pay the Monthly Deposit or the Revised Monthly
                                         Deposit then in effect.



 


		(d)	Insufficient Amount in Replacement
                                         Reserve Fund. If Borrower requests disbursement from the Replacement Reserve Fund
                                         for a Capital Replacement in accordance with this Loan Agreement in an amount which exceeds
                                         the amount on deposit in the Replacement Reserve Fund, Lender will disburse to Borrower
                                         only the amount on deposit in the Replacement Reserve Fund. Borrower will pay all additional
                                         amounts required in connection with any such Capital Replacement from Borrower’s
                                         own funds.



 


		(e)	Reserved.



 


		(f)	Reserved.



 


		(g)	Disbursements from Replacement
                                         Reserve Fund.



 


		(i)	Requests for Disbursement.
                                         Lender will disburse funds from the Replacement Reserve Fund as follows:



 


		(A)	Borrower’s Request.
                                         If Borrower determines, at any time or from time to time, that a Capital Replacement
                                         is necessary or desirable, Borrower will perform such Capital Replacement and request
                                         from Lender, in writing, reimbursement for such Capital Replacement. Borrower’s
                                         request for reimbursement will include (1) a detailed description of the Capital Replacement
                                         performed, together with evidence, satisfactory to Lender, that the cost of such Capital
                                         Replacement has been paid, and (2) if required by Lender, lien waivers from each contractor
                                         and material supplier supplying labor or materials for such Capital Replacement.



 


		(B)	Lender’s Request. If
                                         Lender reasonably determines at any time or from time to time, that a Capital Replacement
                                         is necessary for the proper maintenance of the Mortgaged Property, it will so notify
                                         Borrower, in writing, requesting that Borrower obtain and submit to Lender bids for all
                                         labor and materials required in connection with such Capital Replacement. Borrower will
                                         submit such bids and a time schedule for completing each Capital Replacement to Lender
                                         within 30 days after Borrower’s receipt of Lender’s Notice. Borrower will
                                         perform such Capital Replacement and request from Lender, in writing, reimbursement for
                                         such Capital Replacement. Borrower’s request for reimbursement will include (1)
                                         a detailed description of the Capital Replacement performed, together with evidence,
                                         satisfactory to Lender, that the cost of such Capital Replacement has been paid, and
                                         (2) if required by Lender, lien waivers from each contractor and material supplier supplying
                                         labor or materials for such Capital Replacement.



 




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		(ii)	Conditions Precedent. Disbursement
                                         from the Replacement Reserve Fund will be made no more frequently than once every Replacement
                                         Reserve Disbursement Period and, except for the final disbursement, no disbursement will
                                         be made in an amount less than the Minimum Replacement Disbursement Request Amount. Disbursements
                                         will be made only if the following conditions precedent have been satisfied, as determined
                                         by Lender in Lender’s Discretion:



 


		(A)	Each Capital Replacement has been
                                         performed and/or installed on the Mortgaged Property in a good and workmanlike manner
                                         with suitable materials (or in the case of a partial disbursement, performed and/or installed
                                         on the Mortgaged Property to an acceptable stage), in accordance with good building practices
                                         and all applicable laws, ordinances, rules and regulations, building setback lines and
                                         restrictions applicable to the Mortgaged Property, and has been paid for by Borrower
                                         as evidenced by copies of all applicable paid invoices or bills submitted to Lender by
                                         Borrower at the time Borrower requests disbursement from the Replacement Reserve Fund.



 


		(B)	There is no condition, event or act
                                         that would constitute a default (with or without Notice and/or lapse of time).



 


		(C)	No Lien or claim based on furnishing
                                         labor or materials has been recorded, filed or asserted against the Mortgaged Property,
                                         unless Borrower has properly provided a bond or other security against loss in accordance
                                         with applicable law.



 


		(D)	All licenses, permits and approvals
                                         of any Governmental Authority required for the Capital Replacement as completed to the
                                         applicable stage have been obtained and submitted to Lender upon Lender’s request.



 




    	Rider to Multifamily Loan and Security Agreement
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		(h)	Right to Complete Capital Replacements.
                                         If Borrower abandons or fails to proceed diligently with any Capital Replacement in a
                                         timely fashion or an Event of Default occurs and continues under this Loan Agreement
                                         for 30 days after Notice of such failure by Lender to Borrower, Lender will have the
                                         right (but not the obligation) to enter upon the Mortgaged Property and take over and
                                         cause the completion of such Capital Replacement. However, no such Notice or cure period
                                         will apply in the case of such failure which could, in Lender’s sole and absolute
                                         discretion, absent immediate exercise by Lender of a right or remedy under this Loan
                                         Agreement, result in harm to Lender, tenants or third parties or impairment of the security
                                         given under this Loan Agreement, the Security Instrument or any other Loan Document.
                                         Any contracts entered into or indebtedness incurred upon the exercise of such right may
                                         be in the name of Borrower, and Lender is irrevocably appointed the attorney in fact
                                         for Borrower, such appointment being coupled with an interest, to enter into such contracts,
                                         incur such obligations, enforce any contracts or agreements made by or on behalf of Borrower
                                         (including the prosecution and defense of all actions and proceedings in connection with
                                         the Capital Replacement and the payment, settlement or compromise of all bills and claims
                                         for materials and work performed in connection with the Capital Replacement) and do any
                                         and all things necessary or proper to complete any Capital Replacement, including signing
                                         Borrower’s name to any contracts and documents as may be deemed necessary by Lender.
                                         In no event will Lender be required to expend its own funds to complete any Capital Replacement,
                                         but Lender may, in Lender’s Discretion, advance such funds. Any funds advanced
                                         will be added to the Indebtedness, secured by the Security Instrument and payable to
                                         Lender by Borrower in accordance with the provisions of the Note, this Loan Agreement,
                                         the Security Instrument and any other Loan Document pertaining to the protection of Lender’s
                                         security and advances made by Lender.



 


		(i)	Completion of Capital Replacements.
                                         Lender’s disbursement of monies from the Replacement Reserve Fund or other acknowledgment
                                         of completion of any Capital Replacement in a manner satisfactory to Lender in Lender’s
                                         Discretion will not be deemed a certification by Lender that the Capital Replacement
                                         has been completed in accordance with applicable building, zoning or other codes, ordinances,
                                         statutes, laws, regulations or requirements of any Governmental Authority. Borrower will
                                         at all times have the sole responsibility for ensuring that all Capital Replacements
                                         are completed in accordance with all such requirements of any Governmental Authority.



 


		(j)	Reserved.



 


		(k)	Reserved.



 


		B.	The following definitions are added to Article XII:



 


“Initial Deposit”
means $63,360.00.


 


“Minimum Replacement
Disbursement Request Amount” means $2,000.00.


 


“Monthly Deposit”
means $7,200.00.


 


“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” 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



     


    

 


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, MPC Partnership Holdings LLC (“Affiliate Transferor”)
                                         to one or more of Affiliate Transferor’s Affiliates (“Affiliate Transfer”)
                                         provided that each of the following conditions is satisfied:



 


		(A)	Borrower provides Lender with at
                                         least 30 days prior Notice of the proposed Affiliate Transfer and pays to Lender the
                                         Transfer Processing Fee.



 


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



 


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



 


		(D)	Lender determines, in Lender’s
                                         Discretion, that the Affiliate meets Lender’s eligibility, credit, management and
                                         other standards.



 


		(E)	After the Affiliate Transfer, MPC
                                         Partnership Holdings LLC maintains direct or indirect Control of the Affiliate transferee,
                                         and Control and management of the day-to-day operations of Borrower continue
                                         to be held by the Person exercising such Control and management immediately prior to
                                         the Affiliate Transfer and there is no change in the Guarantor, if applicable.



 


		(F)	Lender receives organizational charts
                                         reflecting the structure of Borrower prior to and after the Affiliate Transfer.



 


		(G)	Lender will not be entitled to collect
                                         a Transfer Fee as the result of the Affiliate Transfer.



 


		(H)	Lender receives confirmation acceptable
                                         to Lender that (1) the requirements of Section 6.13 continue to be satisfied, and (2)
                                         the term of existence of the Affiliate (exclusive of any unexercised extension options
                                         or rights) does not expire prior to the Maturity Date.



 




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		(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).


 




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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) (i)(ii) is deleted and replaced with the following:



 


		(ii)	Affiliate
                                         Transfer. A Transfer of any direct or indirect interests in Borrower held by an entity
                                         directly or indirectly owned and Controlled by Bluerock Residential Growth REIT, Inc.
                                         (“Bluerock Affiliate Transferor”) to one or more “Bluerock Affiliate
                                         Transferor’s Affiliates” (“Bluerock Affiliate Transfer”) provided
                                         that each of the following conditions is satisfied:



 


		(A)	Borrower provides Lender with at
                                         least 30 days prior Notice of the proposed Bluerock Affiliate Transfer
                                         and pays to Lender the Transfer Processing Fee.



 


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



 


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



 


		(D)	Lender determines, in Lender’s
                                         Discretion, that the Bluerock Affiliate Transferor’s Affiliate meets
                                         Lender’s eligibility, credit, management and other standards.



 


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



 


		(F)	Lender receives organizational charts
                                         reflecting the structure of Borrower prior to and after the Bluerock Affiliate
                                         Transfer.



 


		(G)	Lender will not be entitled to collect
                                         a Transfer Fee as the result of the Bluerock Affiliate Transfer.



 


		(H)	Lender receives confirmation acceptable
                                         to Lender that (1) the requirements of Section 6.13 continue to be satisfied, and (2)
                                         the term of existence of the Bluerock Affiliate Transferor’s Affiliate
                                         (exclusive of any unexercised extension options or rights) does not expire prior to the
                                         Maturity Date.



 




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		(I)	Borrower delivers to Lender a search
                                         confirming that the Bluerock Affiliate Transferor’s Affiliate is
                                         not on 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) (i)(ii).


 


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


 


“Bluerock Affiliate
Transferor’s Affiliates” is defined as any entity that is, directly or indirectly, owned or otherwise  controlled
by, or under common control with, Bluerock Residential Growth REIT , Inc. For purposes hereof, Bluerock Residential Growth REIT,
Inc will be deemed controlled by Ramin Kamfar, its current Chief Executive Officer, President and Board Chairman as well as the
majority owner of its advisor.


 




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 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 SW FL Portfolio 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
                                         SW FL Portfolio JV Member, LLC, a Delaware limited liability company (for convenience,
                                         referred to herein as “Manager”) to Carroll Co-Invest IV
                                         SW FL Portfolio, LLC, a Delaware limited liability company or to its wholly
                                         owned Affiliate (for convenience, referred to herein as “Equity”)
                                         (either by purchase of the ownership interest of the Manager or replacement of the Manager
                                         as the general partner, manager or managing member).



 


		(2)	The Transfer of the Equity’s
                                         ownership to the Manager or to a wholly owned Affiliate of Manager (either
                                         by purchase of the ownership interest of the Equity or replacement of the Equity as a
                                         participant in any management committee).



 


		(B)	The Buy-Sell Transfer will be a permitted
                                         Transfer if each of the following conditions is satisfied:



 


		(1)	Borrower provides Lender with at least
                                         30 days prior Notice of the proposed Buy-Sell Transfer and pays to Lender the Transfer
                                         Processing Fee.



 


		(2)	At the time of the proposed Buy-Sell
                                         Transfer, no Event of Default has occurred and is continuing and no event or condition
                                         has occurred and is continuing that, with the giving of Notice or the passage of time,
                                         or both, would become an Event of Default; provided, however, if the Buy-Sell Transfer
                                         would cure the Event of Default, the Buy-Sell Transfer must occur within 60 days after
                                         all conditions in this Section have been met to Lender’s satisfaction.



 


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



 




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



     


    

 


		(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.” If there is a new manager of Borrower (“New
                                         Manager”), New Manager provides a guarantor (“New Manager Guarantor”)
                                         acceptable to Lender in Lender’s Discretion, and each of the following requirements
                                         is met (collectively, the “New Manager Requirements”):



 


		(I)	At the time of the Buy-Sell Transfer,
                                         if the Manager is the transferor, the Carroll New Manager
                                         Guarantor has a net worth of at least $10,000,000, and liquid assets of at least $2,693,000.



 


		(II)	Lender has received all information
                                         and organizational documents requested by Lender in Lender’s Discretion, with respect
                                         to New Manager Guarantor At the time of the Buy-Sell Transfer, if the
                                         Equity is the transferor, the Bluerock Guarantor has a net worth of at least $10,000,000,
                                         and liquid assets of at least $2,693,000.



 


		(III)	New Manager Guarantor
                                         The Bluerock Guarantor (if the Equity is the transferor) or the Carroll Guarantor
                                         (if the Manager is the transferor)  executes a ratification of its Guaranty
                                         in a form acceptable to Lender and in substantially the same form as the Guaranty
                                         executed on the Closing Date (“New Manager Guaranty”), however, if
                                         New Manager Guarantor is an entity, the following conditions
                                         will be applicable:



 


		(X)	The New Manager ratification
                                         of the Guaranty has been modified to include, at New Manager Guarantor’s
                                         option, either  will confirm that the ratifying Guarantor alone must satisfy
                                         the requirements of the Rider to Guaranty – Material Adverse Change, or
                                         the Rider to Guaranty – Minimum Net Worth/Liquidity, as applicable, during
                                         the entire remaining term of the Loan.



 


		(Y)	Section 9.01
                                         will be deemed to be modified to insert the following as a new subsection:



 


		(pp)	Any failure
                                         by Guarantor to comply with the Minimum Net Worth/Liquidity Rider to the Guaranty, or
                                         the Material Adverse Change Rider to the Guaranty, if applicable.



 


		(IV)	Following the Buy-Sell Transfer, Control
                                         and management of the day-to-day operations of the Equity (if the Manager is the
                                         transferor) or of the Manager (if the Equity is the transferor) continues to
                                         be held by the Person exercising such Control and management immediately prior to the
                                         Buy-Sell Transfer.



 




    	Rider to Multifamily Loan and Security Agreement
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		(5)	The Mortgaged Property continues to
                                         be managed by the initial Property Manager or a successor Property Manager satisfactory
                                         to Lender pursuant to a property management agreement approved by Lender in writing;
                                         which approval will not be unreasonably withheld, provided that such successor Property
                                         Manager and Borrower execute an assignment of the management agreement in form acceptable
                                         to Lender.



 


		(6)	Reserved.



 


		(7)	At the time of the proposed Buy-Sell
                                         Transfer, if the Equity (if the Manager is the transferor) or
                                         the becomes a New Manager (if the Equity is the transferor),
                                         it certifies to Lender that its net worth and liquidity are substantially
                                         the same as or better than its net worth and liquidity as of the date of this Loan Agreement
                                         and there is not any pending bankruptcy, reorganization or litigation
                                         which would substantially negatively affect such net worth and/or liquidity.



 


		(8)	Lender receives organizational charts
                                         reflecting the structure of Borrower prior to and after the Buy-Sell Transfer.



 


		(9)	Lender receives confirmation acceptable
                                         to Lender that (1) the requirements of Section 6.13 continue to be satisfied, and (2)
                                         the term of existence of each of the Equity and the Manager (exclusive
                                         of any unexercised extension options or rights) does not expire prior to the Maturity
                                         Date.



 


		(10)	If the Transfer is to a wholly-owned
                                         Affiliate of either the Equity or Manager, Borrower 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 there is a New Manager
                                         Guarantor and all of the New Manager R the requirements of
                                         Section 7.03(d)(iii)(B)(4) have been satisfied, the Bluerock Guarantor
                                         (if the Manager is the transferor) or the Carroll Guarantor (if the Equity is the
                                         transferor), may request will be deemed automatically
                                         to have requested a release of its liability under the Guaranty in accordance
                                         with Section 7.05(c) of this Loan Agreement.



 


		B.	The following definitions are added to
                                         Article XII:



 


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


 




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



     


    

 


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


 


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


 


“New
Manager” is defined in Section 7.03(d)(iii)(B)(4).


 


“New
Manager Guarantor” is defined in Section 7.03(d)(iii)(B)(4).


 


“New
Manager Guaranty” is defined in Section 7.03(d)(iii)(B)(4)(III).


 


“New
Manager Requirements” is defined in Section 7.03(d)(iii)(B)(4).


 




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RIDER TO MULTIFAMILY LOAN AND SECURITY
AGREEMENT


 


ENTITY GUARANTOR


 


(Revised 3-1-2014)



 


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


 


	A.	Section 9.01(dd) is deleted and replaced
with the following:



 





		(dd)	Guarantor fails to comply with
                                         the provisions of the Section of the Guaranty entitled “Material Adverse Change”
                                         or “Minimum Net Worth/Liquidity Requirements”, as applicable.



 




    	Rider to Multifamily Loan and Security Agreement
 Entity Guarantor	



     


    

 


RIDER TO MULTIFAMILY LOAN AND SECURITY
AGREEMENT


 


COOPERATION WITH RATING AGENCIES AND
INVESTORS


 


(Revised 1-27-2015)


 


		A.	Section 11.14 is deleted and
                                         replaced with the following:



 


		11.14	Cooperation with Rating
                                         Agencies and Investors. At the request of Lender and, to the extent not already required
                                         to be provided by Borrower under this Loan Agreement, Borrower must use reasonable efforts
                                         to satisfy the market standards to which Lender customarily adheres or which may be reasonably
                                         required in the marketplace or by the Rating Agencies in connection with any Securities
                                         secured by or evidencing ownership interests in the Note and this Loan Agreement, including
                                         all of the following:



 


		(a)	Borrower will provide financial
                                         and other information with respect to the Mortgaged Property, the Borrower and the Property
                                         Manager.



 


		(b)	Borrower will perform or permit or
                                         cause to be performed or permitted such site inspections and other due diligence investigations
                                         of the Mortgaged Property, as may be requested by Lender in Lender’s Discretion
                                         or may reasonably be requested by the Rating Agencies or as may be necessary or appropriate
                                         in connection with the Secondary Market Transaction. Lender will reimburse Borrower for
                                         any third party costs which Borrower reasonably incurs in connection with any such due
                                         diligence investigation.



 


		(c)	Borrower will make such representations
                                         and warranties as of the closing date of the Secondary Market Transaction with respect
                                         to the Mortgaged Property, Borrower and the Loan Documents as are customarily provided
                                         in securitization transactions and as may be requested by Lender in Lender’s Discretion
                                         or may reasonably be requested by the Rating Agencies and consistent with the facts covered
                                         by such representations and warranties as they exist on the date of this Loan Agreement,
                                         including the representations and warranties made in the Loan Documents, together, if
                                         customary, with appropriate verification of and/or consents to the Provided Information
                                         through letters of auditors or opinions of counsel of independent attorneys acceptable
                                         to Lender and to the Rating Agencies. Lender will reimburse Borrower for any third party
                                         costs which Borrower reasonably incurs in connection with obtaining such auditors’
                                         letters or opinions of counsel.



 


		(d)	Borrower will cause its counsel to
                                         render opinions, which may be relied upon by Lender, the Rating Agencies and their respective
                                         counsel, agents and representatives, as to nonconsolidation or any other opinion customary
                                         in securitization transactions with respect to the Mortgaged Property and Borrower and
                                         its Affiliates, which counsel and opinions must be satisfactory to Lender in Lender’s
                                         Discretion and be reasonably satisfactory to the Rating Agencies. Lender will reimburse
                                         Borrower for any third party costs which Borrower reasonably incurs in connection with
                                         obtaining such opinions of Borrower’s counsel.



 




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		(e)	Borrower will execute such amendments
                                         to the Loan Documents and organizational documents, establish and fund the Replacement
                                         Reserve Fund, if any, and complete any Repairs, if any, as may be requested by Lender
                                         or by the Rating Agencies or otherwise to effect the Secondary Market Transaction; provided,
                                         however, that the Borrower will not be required to modify or amend any Loan Document
                                         if such modification or amendment would (i) change the interest rate, the stated maturity
                                         or the amortization of principal set forth in the Note, or (ii) modify or amend any other
                                         material economic term of the Loan.



 


		B.	The following definitions are added to Article XII:



 


“Provided Information”
means the information provided by Borrower as required by Section 11.14 (a), (b) and (c).


 


“Securities”
means single or multi-class securities.


 




    	Rider to Multifamily Loan and Security Agreement
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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 3.580%.


 


“Rate Cap Reserve Deposit”
means a monthly amount payable by Borrower sufficient to accumulate funds in an amount equal to 125% of the amount estimated by
Lender to be sufficient to purchase, immediately prior to termination of the then-existing Cap Agreement, a Replacement Cap Agreement
(i) expiring on the earlier of the date that is two years after the termination date of the then-existing Cap Agreement or the
Maturity Date, (ii) having a Notional Amount equal to the outstanding principal balance due under the Note on the commencement
date of the Replacement Cap Agreement, and (iii) having a Strike Rate equal to the Original Strike Rate.


 


“Strike Rate”
means a fixed rate of interest under the Cap Agreement that does not exceed the Original Strike Rate.


 




    	Rider to Multifamily Loan and Security Agreement
Rate Cap Agreement and Rate Cap Agreement Reserve Fund	Page 3



     


    

 


RIDER TO MULTIFAMILY LOAN AND SECURITY
AGREEMENT


 


TERMITE OR
WOOD DAMAGING INSECT CONTROL


 


(Revised 3-1-2014)



 


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


 


		A.	Section 6.09(k) is deleted and replaced
                                         with the following:



 


		(k)	Termite or Wood Damaging Insect
                                         Control. Borrower will maintain a contract with a qualified service provider for
                                         control of termites or other wood damaging insects at the Mortgaged Property for so long
                                         as the Indebtedness remains outstanding.



 




    	Rider to Multifamily Loan and Security Agreement
Termite or Wood Damaging Insect Control	



     


    

 


EXHIBIT
A


 


(Citation Club on Palmer Ranch)


 


PARCEL 1:


 


Parcel B, of CROCKER'S LAKE SUBDIVISION,
as recorded in Plat Book 32, Pages 35, 35A and 35B, of the Public Records of Sarasota County, Florida.


 


PARCEL 2:


 


TOGETHER WITH a non-exclusive use of Tract
300, for Private Road, Drainage and Utility Easement, as set forth on the plat of Crocker's Lake Subdivision, according to the
map or plat thereof, recorded in Plat Book 32, Pages 35, 35A and 35B, of the public records of Sarasota County, Florida.


 


Parcel 3:


 


TOGETHER WITH easements benefiting Parcel
1 above, set forth and created by the Declaration of Protective Covenants, Conditions and Restrictions for Palmer Ranch, dated
October 22, 1986 and recorded October 22, 1986 in Official Records Book 1894, Page 2467, as amended in Official Records Book 2052,
Page 200, re-recorded in Official Records Book 2062, Page 162, and further amended in Official Records. Book 2052, Page 204, of
the public records of Sarasota 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.



 




    	Multifamily Loan and Security Agreement	Page B-1



     


    

 


		3.	Section 6.13(a)(x) is modified as follows:



 


		(x)	It will not incur any debt, secured
                                         or unsecured, direct or contingent (including guaranteeing any obligation), other than
                                         the following; provided that no member of Borrower will be required to contribute
                                         any capital in excess of that required by Borrower’s organizational documents to
                                         satisfy this covenant, but provided further that this qualification will not be deemed
                                         to amend or modify the obligations under the Guaranty of any member of Borrower who is
                                         a Guarantor, if applicable:



 


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



 


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



 


		(C)	through (F) are reserved.



 


		4.	Section 6.13(a)(xviii) is modified as follows:



 


		(xviii)	It will maintain adequate capital
                                         for the normal obligations reasonably foreseeable in a business of its size and character
                                         and in light of its contemplated business operations and will pay its debts and liabilities
                                         from its own assets as the same become due; provided that no member of Borrower
                                         will be required to contribute any capital in excess of that required by Borrower’s
                                         organizational documents to satisfy this covenant, but provided further that this qualification
                                         will not be deemed to amend or modify the obligations under the Guaranty of any member
                                         of Borrower who is a Guarantor, if applicable.



 


		5.	Section 6.13(a)(xx) is modified as follows:



 


		(xx)	It will pay (or cause the Property
                                         Manager to pay on behalf of Borrower from Borrower’s funds) its own liabilities
                                         (including salaries of its own employees) from its own funds; provided that no
                                         member of Borrower will be required to contribute any capital in excess of that required
                                         by Borrower’s organizational documents to satisfy this covenant, but provided further
                                         that this qualification will not be deemed to amend or modify the obligations under the
                                         Guaranty of any member of Borrower who is a Guarantor, if applicable



 


		6.	Section 7.03(c) is modified as follows:



 


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



 


		(i)	The public issuance
                                         of common stock, convertible debt, equity or other similar securities (“Public
                                         Fund/REIT Securities”) and the subsequent Transfer of such Public Fund/REIT
                                         Securities. In the case of Bluerock Residential Growth REIT, Inc (“BR Reit”)
                                         such permitted Transfers shall expressly include Transfers arising out of (A) the sale
                                         of the Public Fund/REIT Securities to another publicly traded real estate investment
                                         trust (or an affiliate thereof controlled by the publicly traded real estate  investment
                                         trust), (B) the merger, roll up, or other consolidation of BR Reit with another entity
                                         so long as Bluerock Reit or another publicly traded real estate investment trust (or
                                         an affiliate thereof controlled by the publicly traded real estate  investment trust)
                                         is the surviving entity and (C)  the issuance of put options in Bluerock Reit as
                                         part of an UPREIT or downREIT transaction.



 




    	Multifamily Loan and Security Agreement	Page B-2



     


    

 


		(ii)	The acquisition by a single Public
                                         Fund/REIT Securities holder of an ownership percentage of 10% or more in the Designated
                                         Entity for Transfers, if 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.





    	Multifamily Loan and Security Agreement	Page B-3



     


    

 


		(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 $10,000,000, and liquid assets of at least $2,693,000.



 


		(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


 


	Description of Repair	 	Cost	 	 	(Completion
 Date) Days after
 Closing Date to
 complete	 
	Fire Sprinkler System - Correct all areas of deficiency in the fire sprinkler system, as inspected by Wayne Automatic Fire Sprinklers, Inc. in May 2015. All instances of red-tagged sprinklers must be corrected. Obtain legible current inspection tags. Correct all instances of painted-over sprinkler heads.	 	$	9,300	 	 	 	90	 
	Carbon Monoxide Detectors - Install Carbon Monoxide detectors in all units that have fireplaces.	 	$	2,240	 	 	 	90	 
	Asphalt Pavement - Repair cracking, damaged and deteriorated pavement and apply seal coating and re-striping to affected areas.	 	$	51,176	 	 	 	180	 
	Wood Destroying Organisms - Treat all areas of active wood-destroying organism activity, as noted in the Wood-Destroying Organisms Inspection Report dated 11/19/2015 prepared by Massey Services. Repair/replace areas of damaged wood, as identified by Massey Services.	 	$	3,000	 	 	 	180	 



 




    	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



		·	Asphalt surface



		·	Seal coat &
                                         stripe



		·	Pool plaster/liner



		·	Pool filtration
                                         equipment



		·	Exterior paint



		·	Clothes washer/dryer



		·	Other
                                         items that Lender may approve subject to any conditions that Lender may require, all
                                         in Lender’s sole and absolute discretion.



 




    	Multifamily Loan and Security Agreement	Page F-1



     


    

 


EXHIBIT
G


 


DESCRIPTION
OF GROUND LEASE


 


Not Applicable


 




    	Multifamily Loan and Security Agreement	Page G-1



     


    

 


EXHIBIT
H


 


ORGANIZATIONAL
CHART of borrower as of the closing date


 





 




    	Multifamily Loan and Security Agreement	Page H-1



     


    

 





 




    	Multifamily Loan and Security Agreement	Page H-2



     


    

  


EXHIBIT
I


 


DESIGNATED ENTITIES FOR TRANSFERS AND GUARANTOR(S)


 


Designated Entities for Transfers


 


BR Carroll SW FL Portfolio JV, LLC


BR SW FL Portfolio JV Member, LLC


BRG SW FL Portfolio, LLC


Bluerock Residential Holdings, LP


Bluerock Residential Growth REIT, Inc.


Carroll Co-Invest IV SW FL Portfolio, LLC


Carroll Multifamily Real Estate Fund IV,
LP


MPC Property Holdings IV, LLC


MPC Partnership Holdings LLC


P. Carroll Capital Partners, LLC


HUP Investment Company, LLC


 


Guarantor(s)


 


Bluerock Residential Growth REIT, Inc.


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