EXHIBIT 10.31


 


AMENDMENT NO. 4 TO MASTER REIMBURSEMENT AGREEMENT


 


THIS AMENDMENT NO. 4 TO MASTER REIMBURSEMENT AGREEMENT (this “Amendment No. 4”) amends that certain Master Reimbursement Agreement made and entered into as of June 1, 2001, by and among Fannie Mae, Mid-America Apartments, L.P. and Fairways-Columbia, L.P. (as amended, the “Master Reimbursement Agreement”) and is made and entered into as of November 17, 2005 by and among Fannie Mae, Mid-America Apartments, L.P., Mid-America Apartment Communities, Inc. and Mid-America Apartments of Texas, L.P. (individually and collectively, “Borrower”).   All capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Master Reimbursement Agreement.


 


RECITALS


 


WHEREAS, the Borrower has requested and Fannie Mae has agreed to add an Additional Mortgaged Property to the Collateral Pool; 


 


WHEREAS, Fannie Mae and Borrower desire to amend the Master Reimbursement Agreement to add certain provisions and to add the following Additional Mortgaged Property to the Collateral Pool:  Runaway Bay Apartments located in Mount Pleasant, Charleston County, South Carolina (the “2005 Additional Mortgaged Property”); 


 


WHEREAS, Prudential Multifamily Mortgage, Inc., a Delaware corporation (the “Lender”) has agreed to make one or more additional loans to Borrower pursuant to and subject to the terms and conditions of that certain Master Credit Facility Agreement dated as of March 2, 2004 between Borrower and Lender, as assigned by the Lender to Fannie Mae pursuant to the Assignment of Master Credit Facility Agreement and Other Loan Documents dated as of March 2, 2004, and as amended by Amendment No. 1 to Master Credit Facility Agreement dated as of the date hereof (as so amended, the “Credit Agreement”) among Borrower, Lender and Fannie Mae. 


 


WHEREAS, the obligations of Borrower to Fannie Mae under the Credit Agreement and the related Loan Documents, the Master Reimbursement Agreement and the Reimbursement Security Documents are cross-defaulted and cross-collateralized;


 


WHEREAS, Fannie Mae and Borrower intend these Recitals to be a material part of this Amendment No. 4.  


 


NOW, THEREFORE, for and in consideration of Ten Dollars ($10.00), the mutual covenants and agreements set forth herein, and other good and valuable consideration, all of which each party agrees constitutes sufficient consideration received at and before the execution hereof, the parties agree as follows: 


 


 


Amendment No. 4 to 


Master Reimbursement Agreement


Mid-America Apartments


 









 


 


AGREEMENTS



	
            1.
 	
            Section 1.2 is hereby amended by adding the following defined terms:
 



“2005 Additional Mortgaged Property” means Runaway Bay Apartments located in Mount Pleasant, Charleston County, South Carolina.


2.          Section 1.2 is hereby amended by deleting the definition of “Commitment” in its entirety and replacing such definition with the following definition:


 “Commitment” means the aggregate original principal amount of the Bonds. The sum of the Commitment under this Agreement and the “DMBS Loan Commitment” under the Credit Agreement shall not exceed $100,000,000.


 


3.          Section 1.2 is hereby amended by deleting the definition of “Facility Note” (as added to the Master Reimbursement Agreement by Amendment No. 3 to the Master Reimbursement Agreement dated as of March 2, 2004) in its entirety and replacing such definition with the following definition:


 “Facility Note” means the DMBS Discount Multifamily Note in the initial principal amount of $11,720,000 delivered by Borrower to Lender pursuant to the Credit Agreement, as such note may be amended, supplemented or amended and restated from time to time, including without limitation in connection with the making of an additional loan under the Credit Agreement, and any other promissory note issued by the Borrower to Lender to evidence a loan made pursuant to the Credit Agreement. 


4.          Section 1.2 is hereby amended by deleting the definition of “Reimbursement Mortgages” in its entirety and replacing such definition with the following definition: 


 


 “Reimbursement Mortgages” means (i) each second priority Security Instrument (including all riders thereto) executed by a Borrower in favor of Fannie Mae on each of the Mortgaged Properties securing the obligations of the Borrower under this Agreement, including, without limitation, the obligations under Article IV of this Agreement or (ii) in the case of the 2004 Additional Mortgaged Properties known as Stassney Woods and Travis Station, each second priority Security Instrument (including all riders thereto) executed by a Borrower in favor of Fannie Mae and Lender on each of such Mortgaged Property securing the obligations of the Borrower under this Agreement, the Credit Agreement and the Facility Note.”


5.          Section 1.2 is hereby amended by deleting the definition of “Underwriting Rate” in its entirety and replacing such definition with the following definition:


“Underwriting Rate” means 6.9861% for the Mortgaged Property known as Fairways Apartments, 6.9861% for the Mortgaged Property known as Post House North Apartments, 6.9861% for the Mortgaged Property known as 


 


2


Amendment No. 4 to 


Master Reimbursement Agreement


Mid-America Apartments


 









 


Reflection Pointe Apartments, 6.258% for each of the Four Additional Mortgaged Properties, 6.22% for the Mortgaged Property known as Westbury Creek Apartment, 6.1746% for the Mortgaged Property known as Windridge Apartments, 6.13772% for the Mortgaged Property known as The Park at Hermitage, 6.29552% for the Mortgaged Property known as Travis Station Apartments, 6.26444% for the Mortgaged Property known as Stassney Woods Apartments and 6.185% for the Mortgaged Property known as Runaway Bay Apartments.


6.          Section 1.2 is hereby amended by deleting the definition of “Unused Capacity” in its entirety and replacing such definition with the following definition:


 “Unused Capacity” means, for any month, (i) the Commitment minus (ii) the aggregate outstanding principal balance of the Bonds.


 


7.          Section 2.6(1) (“Financial Definitions”) is hereby amended by deleting the definition of “Net Worth” in its entirety and replacing it with the following:


 “Net Worth” means, as of any specified dated, for any Person, the excess of the Person’s assets over the Person’s liabilities, determined in accordance with GAAP but excluding any adjustment for the fair value of swaps or caps, on a consolidated basis, provided that all real property shall be valued on an undepreciated basis.


 


8.          Section 2.6(5) (“Compliance with REIT’s Net Worth Test”), which was amended by Amendment No. 1, is hereby amended by deleting such provision in its entirety and replacing it with the following:


 “2.6(5).  Compliance with REIT’s Net Worth Test.  The REIT shall at all times maintain its Net Worth so that it is not less than the highest Net Worth covenant required by any other financial institution where the REIT maintains a bank line (whether secured or unsecured), but in no event less than $550,000,000 plus 65% of proceeds (less all reasonable and customary expenses and costs) of equity offerings, net of redemptions, consummated by the REIT after August 22, 2002.”


 


9.          The additional provision added to Section 3.13(1) pursuant to Amendment No. 1 is hereby amended by deleting such provision in its entirety and replacing it with the following:


“Notwithstanding that the obligations under each Note and Bond Mortgage relating to the Four Additional Mortgaged Properties, the Two Additional Properties, the 2004 Additional Mortgaged Properties and the 2005 Additional Mortgaged Property are not generally personal obligations of the Borrower and notwithstanding that Fannie Mae is a holder of such Notes, each Borrower agrees and acknowledges that the intent of the parties to this Agreement is that each Borrower is and shall remain, except as provided in Section 3.13(2), jointly and severally personally liable to Fannie Mae for the payment and performance of all Obligations throughout the term of this Agreement.  


 


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Amendment No. 4 to 


Master Reimbursement Agreement


Mid-America Apartments


 









 


Consequently, in the event that Fannie Mae becomes the sole holder of such Notes and Bond Mortgages, by its rights of subrogation or otherwise, any amounts owing to Fannie Mae under such Notes or Bond Mortgages shall be joint and several personal obligations of each Borrower.  In addition, it is the intent of the parties that the non-recourse liability of the Borrowers under such Notes shall not in any manner or under any circumstances be interpreted or understood to contradict, undermine, negate or nullify that each Borrower is and shall remain, except as provided in Section 3.13(2), jointly and severally personally liable to Fannie Mae for the payment and performance of all Obligations throughout the term of this Agreement.”


10.        Section 5.3(c) is hereby amended by adding the following sentences to the end thereof:


“If an Additional Mortgaged Property is added to the Collateral Pool after October 1, 2005, the Bonds relating to such Additional Mortgaged Property may mature up to 30 years from the Closing Date relating to such Additional Mortgaged Property, provided that the Credit Enhancement Instrument supporting such Bonds shall have an Expiration Date which is the same as the Expiration Date of the Credit Enhancement Instrument supporting the Initial Bonds.  The Principal Reserve Fund schedule, if the Bonds bear interest at the Weekly Variable Rate, or the amortization schedule of the Note, if the Bonds bear interest at the Fixed Rate or Reset Rate, shall be over a time period equal to the term of the Credit Enhancement Instrument or the maturity date of the Bonds if such maturity date is later than the term of the Credit Enhancement Instrument.


11.        Section 9.5(a) is hereby amended by deleting the notice address of the Loan Servicer in its entirety and replacing it with the following:


 


“As to the Loan Servicer:


Prudential Multifamily Mortgage, Inc.


c/o Prudential Asset Resources


2200 Ross Avenue


Suite 4900 E


Dallas, Texas 75201



	
            Attention:
 	
            Fannie Mae Asset Management Department
 
	
            Telecopy No.:
 	
            (214) 777-4556
 	
             




with a copy to:


Prudential Multifamily Mortgage, Inc.


8401 Greensboro Drive


Suite 200


McLean, Virginia  22102



	
            Attention:
 	
            Michele Levoir-Sloan
 
	
            Telecopy No.:
 	
            (703) 610-1401”
 	
             




 


 


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Amendment No. 4 to 


Master Reimbursement Agreement


Mid-America Apartments


 









 


 


12.        Schedules 2, 3, 4, 5 and 9 are hereby amended and restated in their entirety as set forth in Annex 1 attached hereto.


13.        By execution and delivery of this Amendment No. 4 by Fannie Mae, Fannie Mae hereby consents to the addition of the 2005 Additional Mortgaged Property to the Fannie Mae Credit Facility as an Additional Mortgaged Property effective as of November 17, 2005 (the “Effective Date”).


14.        In connection with the addition of the 2005 Additional Mortgaged Property to the Fannie Mae Credit Facility as an Additional Mortgaged Property, Borrower and Fannie Mae acknowledge and agree as follows in relation to such Additional Mortgaged Property:



	
            (a)
 	
            The Facility Fee shall be as follows:
 	
             

	
             
	
            (i)
 	
            Credit Enhancement Rate shall be 57 basis points per annum.
 	
             

	
             
	
            (ii)
 	
            Principal Reserve Fund Rate shall be 15 basis points per annum.
 
	
             
	
            (iii)
 	
            Loan Servicer’s Rate shall be 10 basis points.
 	
             

	
             
	
            (iv)
 	
            Liquidity Rate shall be 12.5 basis points.
 	
             

	
             
	
            (v)
 	
            Swap Credit Enhancement Rate shall be 17 basis points for the initial five-year Swap purchased in connection with the 2005 Additional Mortgaged Property and otherwise to be determined at the time of the purchase of a Swap.
 	
             

							




(b)        Standby Fee shall be 15 basis points on any unused capacity of the Fannie Mae Credit Facility and/or the Fannie Mae Credit Facility expansion capacity.



	
            (c)
 	
            Substitution Fee shall be 75 basis points.
 	
             

	
            (d)
 	
            Collateral Addition Fee shall be 75 basis points.
 	
             

	
            (e)
 	
            Release Fee shall be $15,000 per Collateral Release Property.
 
	
            (f)
 	
            The Strike Rate shall be 6% for the Tax-Exempt Bonds.  
 	
             

	
            (g)
 	
            The Hedge Rate shall be 6% for the Tax-Exempt Bonds.
 	
             

	
            (h)
 	
            The Underwriting Rate shall be 6.185% for the Mortgaged Property known as Runaway Bay Apartment.
 	
             

						




15.        Fannie Mae hereby waives the requirement of Section 17(a)(5) of the Reimbursement Mortgage and the Conventional Mortgage relating to the Mortgaged Property known as Runaway Bay Apartments that Borrower enter into a written contract for management of such Mortgaged Property, provided however, that


(a)        In the event that the Borrower should ever elect to employ an affiliate or third party management company for the management of the Mortgaged Property, the Borrower agrees that (i) the management company and the management agreement to be executed therewith are subject to the prior written approval of Fannie Mae, which approval may be 


 


5


Amendment No. 4 to 


Master Reimbursement Agreement


Mid-America Apartments


 









 


granted or denied in Fannie Mae’s sole and absolute discretion and (ii) any such approved management company shall not receive a management fee greater than 4% of gross collected rents from the Mortgaged Property;


 


(b)        In the event that the Borrower should ever elect to contract with an affiliate or third party management company for the management of the Mortgaged Property, the Borrower agrees to execute (and to cause any such management company to execute) in favor of Fannie Mae an “Assignment of Management Agreement” on a form approved by Fannie Mae; and


 


(c)        Borrower acknowledges that Fannie Mae reserves the right, under the Loan Documents, to require independent, professional third party management of the Mortgaged Property if inadequate or at any time after the occurrence of an Event of Default.  At any time after an Event of Default shall have occurred, Fannie Mae shall have the right either (i) to direct the Borrower to contract with a third party management company approved by Fannie Mae for the management of the Mortgaged Property or (ii) to assume responsibility for the management of the Mortgaged Property, directly or through its designee.  Promptly upon Fannie Mae’s written request after the occurrence of an Event of Default, Borrower shall turn over to Fannie Mae all books and records relating to the Mortgaged Property (copies of which may be retained by Borrower, at Borrower's
expense), together with such authorizations and letters of direction addressed to tenants, suppliers, employees, banks and other parties as Fannie Mae may reasonably require.  Borrower shall cooperate with Fannie Mae in the transfer of management responsibilities to Fannie Mae or its designee.


 


16.        The Borrower covenants and agrees to protect, defend and save harmless Fannie Mae and Lender from all loss, costs and damages, including, without limitation, costs of demolition and restoration of the improvements located on the Mortgaged Property known as Stassney Woods and reasonable attorney’s fees and expenses, that Fannie Mae may suffer, expend or incur arising out of or in connection with the City of Austin’s exercise of any of its rights under that certain Easement dated March 5, 1987, recorded in Volume 10311, page 491 of the Real Property Records of Travis County, Texas and encumbering such Mortgaged Property.  


17.        This Amendment No. 4 shall be construed, interpreted and enforced in accordance with, and the rights and remedies of the parties hereto shall be governed pursuant to, the provisions of Section 9.3 of the Master Reimbursement Agreement (entitled “Governing Law; Choice of Law; Consent to Jurisdiction; Waivers of Jury Trial”), which provisions are hereby incorporated into this Amendment No. 4 by this reference to the fullest extent as if the text of such provisions were set forth in their entirety herein.


18.        Except as herein expressly modified or amended, all terms and covenants, and provisions of the Master Reimbursement Agreement are hereby ratified and confirmed by the Borrower and Fannie Mae and remain in full force and effect.



	
            19.
 	
            The Borrower represents and warrants to Fannie Mae as follows:
 



 


 


6


Amendment No. 4 to 


Master Reimbursement Agreement


Mid-America Apartments


 









 


 


(a)        All representations and warranties set forth in the Master Reimbursement Agreement are true and correct as of November 17, 2005.


(b)        There exists no Event of Default or Potential Event of Default as described in the Master Reimbursement Agreement as of November 17, 2005. 


20.        This Amendment No. 4 may be executed in any number of counterparts, each of which shall be effective only upon delivery and thereafter shall be deemed an original, and all of which shall be taken to be one and the same instrument, for the same effect as if all parties hereto had signed the same signature page.



 


7


Amendment No. 4 to 


Master Reimbursement Agreement


Mid-America Apartments


 









 


 


IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 4 to be signed, sealed, and delivered by their duly authorized representatives as of the date first above written.


 


MID-AMERICA APARTMENTS, L.P., a Tennessee limited partnership


 



	
            By: 
 	
            Mid-America Apartment Communities, Inc., a Tennessee corporation, its sole General Partner
 



 


 


By:  __________________________


Al Campbell


Senior Vice President and Treasurer


 


MID-AMERICA APARTMENT COMMUNITIES, INC., a Tennessee corporation


 


By:  __________________________


Al Campbell


Senior Vice President and Treasurer


 


MID-AMERICA APARTMENTS OF TEXAS, L.P., a Texas limited partnership


 



	
            By: 
 	
            MAC of Delaware, Inc., a Delaware corporation, its sole General Partner
 



 


 


By:  __________________________


John A. Good


Assistant Secretary


 






 


S-1


Amendment No. 4 to 


Master Reimbursement Agreement


Mid-America Apartments


 









 


 


FANNIE MAE


 


 



	
            By:___________________________
 



Name:  


Title:  


 


 



 


S-2


Amendment No. 4 to 


Master Reimbursement Agreement


Mid-America Apartments


 









 


 


ANNEX 1


 


(See attached schedules)



 


A-1



	
            Amendment No. 4 to
 



Master Reimbursement Agreement


Mid-America Apartments


 









 


 


SCHEDULE 2


 


BONDS, ISSUERS AND MORTGAGED PROPERTIES


 



	
            Bonds
 	
            Issuer
 	
            Mortgaged Property
 
	
            $5,880,000 City of Flowood, Mississippi Variable Rate Multi-Family Housing Refunding Revenue Bonds, Series 2001 (Reflection Pointe Apartments Project)
 	
            City of Flowood, Mississippi
 	
            Reflection Pointe Apartments
 
	
            $7,735,000 South Carolina State Housing Finance and Development Authority Multifamily Rental Housing Revenue Refunding Bonds (Fairway Apartments Project), Series 2001 A
 	
            South Carolina State Housing Finance and Development Authority
 	
            Fairways Apartments
 
	
            $3,375,000 The Health, Educational and Housing Facility Board of the City of Jackson Multifamily Housing Revenue Refunding Bonds, Series 2001 (Post House North Apartments)
 	
            The Health, Educational and Housing Facility Board of the City of Jackson
 	
            Post House North Apartments
 
	
            $7,000,000 Housing Finance Authority of Volusia County, Florida Multifamily Housing Revenue Refunding Bonds, Series 2002 (The Anatole Apartments)
 	
            Housing Finance Authority of Volusia County, Florida
 	
            The Anatole Apartments
 
	
            $5,095,000 The Health, Educational and Housing Facility Board of the City of Jackson Multifamily Housing Revenue Refunding Bonds, Series 2002 (Post House Jackson Apartments)
 	
            The Health, Educational and Housing Facility Board of the City of Jackson
 	
            Post House Jackson Apartments
 
	
            $6,805,000 Housing Finance Authority of Marion County, Florida Multifamily Housing Revenue Refunding Bonds, Series 2002 (Paddock Park Apartments)
 	
            Housing Finance Authority of Marion County, Florida
 	
            Paddock Park Apartments I
 
	
            $10,800,000 Hampton Redevelopment and Housing Authority Variable Rate Demand Multifamily Housing Revenue Refunding Bonds (Township Apartments Project) Series 1998
 	
            Hampton Redevelopment and Housing Authority

 
 	
            Township Apartments
 



 


 


Schedule 2-1



	
            Amendment No. 4 to
 



Master Reimbursement Agreement


Mid-America Apartments


 









 


 


 



	
            $2,980,000 The Housing Authority of the City of Augusta, Georgia Variable Rate Demand Multifamily Housing Revenue Refunding Bonds, Series 2003A (Westbury Creek Apartments) and $500,000 Taxable Variable Rate Demand Multifamily Housing Revenue Bonds, Series 2003B (Westbury Creek Apartments)
 	
            The Housing Authority of the City of Augusta, Georgia
 	
            Westbury Creek Apartments
 
	
            $4,965,000 The Health, Educational and Housing Facility Board of the City of Chattanooga, Tennessee Multifamily Housing Revenue Refunding Bonds, Series 2003A (Windridge Apartments) and $500,000 Taxable Multifamily Housing Revenue Refunding Bonds, Series 2003B (Windridge Apartments)
 	
            The Health, Educational and Housing Facility Board of the City of Chattanooga, Tennessee
 	
            Windridge Apartments
 
	
            $6,645,000 The Industrial Development Board of The Metropolitan Government of Nashville and Davidson County Multifamily Housing Revenue Refunding Bonds, Series 2004 (The Park at Hermitage Project)
 	
            The Industrial Development Board of The Metropolitan Government of Nashville and Davidson County
 	
            The Park at Hermitage Apartments 
 
	
            $4,050,000 Austin Housing Finance Corporation Multifamily Housing Revenue Refunding Bonds, Series 2004A (Stassney Woods Apartments)
 	
            Austin Housing Finance Corporation
 	
            Stassney Woods Apartments
 
	
            $3,585,000 Travis County Housing Finance Corporation Variable Rate Demand Multifamily Housing Revenue Refunding Bonds, Series 2004A (Travis Station Apartments)
 	
            Travis County Housing Finance Corporation
 	
            Travis Station Apartments
 
	
            $8,365,000 South Carolina State Housing Finance and Development Authority Variable Rate Demand Multifamily Rental Housing Revenue Refunding Bonds (Runaway Bay Apartments Project) Series 2005
 	
            South Carolina State Housing Finance and Development Authority 
 	
            Runaway Bay Apartments
 



 



 


Schedule 2-2



	
            Amendment No. 4 to
 



Master Reimbursement Agreement


Mid-America Apartments


 









 


 


SCHEDULE 3


 


FEE COMPONENT AND ONGOING FEES


 



	
             

I.            INITIAL MORTGAGED PROPERTIES

(Fairways Apartments, Post House North Apartments, and Reflection Pointe Apartments)

 
 
	
            TYPE OF FEE1
 	
            FEE
 	
            DOCUMENT REFERENCE
 	
            TIMING
 
	
             

1.            ISSUER FEE

 
 	
             
 	
             
 	
             
 
	
            (a)  South Carolina State Housing Finance and Development Authority (Fairways Apartments)
 	
            (i) 0.25% of the principal amount of the Bonds Outstanding or (ii) $8,400
 	
            See definition of Issuer’s Fee in Indenture
 	
            Annually in monthly installments in advance
 
	
            (b)  The Health, Educational and Housing Facility Board of the City of Jackson (Post House North Apartments)
 	
            None
 	
            Not applicable
 	
            Not applicable
 
	
            (c)  City of Flowood, Mississippi (Reflection Pointe Apartments)

 
 	
            None
 	
            Not applicable
 	
            Not applicable
 
	
             

2.            TRUSTEE FEE

 
 	
             
 	
             
 	
             
 
	
            (a)  South Carolina State Housing Finance and Development Authority (Fairways Apartments)
 	
            3.3 basis points
 	
            See Section 2.5 of the Financing Agreement
 	
            Annually
 



_________________________


1With the exception of the Issuer Fee and Trustee Fee, all indicated fees are the same for each of the three Initial Mortgaged Properties.


 



 


 


Schedule 3-1


Amendment No. 4 to 


Master Reimbursement Agreement


Mid-America Apartments


 









 


 


 




	
            (b)  The Health, Educational and Housing Facility Board of the City of Jackson (Post House North Apartments)
 	
            6.2 basis points
 	
            See Section 2.5 of the Financing Agreement
 	
            Annually
 
	
            (c)  City of Flowood, Mississippi (Reflection Pointe Apartments)
 	
            4.3 basis points
 	
            See Section 2.5 of the Financing Agreement
 	
            Annually
 
	
             

3.    REMARKETING AGENT FEE

 
 	
             

12.5 basis points
 	
             

See Section 7 of the Remarketing Agreement
 	
             

Annually , payable quarterly in arrears on each March 1, June 1, September 1 and December 1
 
	
             

4.    REBATE ANALYST FEE

 
 	
             

$500 per year
 	
             

See Section 2.5 of the Financing Agreement
 	
             

Annually
 
	
             

5.    FACILITY FEE

 
 	
             
 	
             

See Section 3.3(1) of Master Reimbursement Agreement
 	
             
 
	
            (a)  Credit Enhancement Rate
 	
            57 basis points
 	
            See Section 3.3(1)(a) of Master Reimbursement Agreement
 	
            Payable prior to the 15th of each month
 
	
            (b)  Principal Reserve Fund Rate
 	
            15 basis points
 	
            See Section 3.3(1)(b) of Master Reimbursement Agreement
 	
            Payable prior to the 15th of each month
 
	
            (c)  Loan Servicer's Rate
 	
            10 basis points
 	
            See Section 3.3(1)(d) of Master Reimbursement Agreement
 	
            Payable prior to the 15th of each month
 



 


 


Schedule 3-2


Amendment No. 4 to 


Master Reimbursement Agreement


Mid-America Apartments


 









 


 


 



	
            (d)  Liquidity Rate
 	
            12.5 basis points
 	
            See Section 3.3(1)(d) of Master Reimbursement Agreement
 	
            Payable prior to the 15th of each month
 
	
            (e)  Swap Credit Enhancement Rate
 	
            5 basis points for each initial Swap purchased in connection with the Initial Mortgaged Properties and otherwise to be determined at the time of the purchase of a Swap
 	
            See Section 3.3(1)(e) of Master Reimbursement Agreement
 	
            Payable prior to the 15th of each month
 



 


 



	
             

II.          ADDITIONAL MORTGAGED PROPERTIES

(October 24, 2002 Closing)

(The Anatole Apartments, Paddock Park Apartments I, Post House Jackson Apartments, and Township Apartments)

 
 
	
            TYPE OF FEE2
 	
            FEE
 	
            DOCUMENT REFERENCE
 	
            TIMING
 
	
             

1.            ISSUER FEE

 
 	
             
 	
             
 	
             
 
	
            (a)  Housing Finance Authority of Volusia County, Florida (The Anatole Apartments)
 	
            0.10% of the principal amount of the Bonds Outstanding
 	
            See definition of Issuer’s Fee in Indenture
 	
            Annually in arrears on each January 15, commencing January 15, 2003
 
	
            (b)  The Health, Educational and Housing Facility Board of the City of Jackson (Post House Jackson Apartments)
 	
            None
 	
            Not applicable
 	
            Not applicable
 



_________________________


2With the exception of the Issuer Fee and Trustee Fee, all indicated fees are the same for each of the Four Additional Mortgaged Properties.


 


 


Schedule 3-3


Amendment No. 4 to 


Master Reimbursement Agreement


Mid-America Apartments


 









 


 


 



 



	
            (c)  Housing Finance Authority of Marion County, Florida (Paddock Park Apartments I)
 	
            0.20% of the principal amount of the Bonds Outstanding
 	
            See definition of Issuer’s Fee in Indenture
 	
            Annually in arrears on each October 1 commencing October 1, 2003,
 
	
            (d)  Hampton Redevelopment and Housing Authority (Township Apartments)
 	
            None
 	
            Not applicable
 	
            Not applicable
 
	
             

2.            TRUSTEE FEE

 
 	
             
 	
             
 	
             
 
	
            (a)  Housing Finance Authority of Volusia County, Florida (The Anatole Apartments)
 	
            $3,500
 	
            See definition of Trustee’s Annual  Fee in Indenture
 	
            Semi-annually payable in advance on each April 15 and October 15
 
	
            (b)  The Health, Educational and Housing Facility Board of the City of Jackson (Post House Jackson Apartments)
 	
            $3,500
 	
            See definition of Trustee’s Annual  Fee in Indenture
 	
            Semi-annually payable in advance on each April 15 and October 15
 
	
            (c)  Housing Finance Authority of Marion County, Florida (Paddock Park Apartments I)
 	
            $3,500
 	
            See definition of Trustee’s Annual  Fee in Indenture
 	
            Semi-annually payable in advance on each April 15 and October 15
 
	
            (d)  Hampton Redevelopment and Housing Authority (Township Apartments)
 	
            $3,500
 	
            See definition of Trustee’s Annual  Fee in Indenture
 	
            Semi-annually payable in advance on each April 15 and October 15
 
	
             

3.    REMARKETING AGENT FEE

 
 	
             

12.5 basis points
 	
             

See Section  7 of the Remarketing Agreement
 	
             

Annually, payable quarterly in arrears in each March 1, June 1, September 1 and December 1
 
	
             

4.    REBATE ANALYST FEE

 
 	
             

$500
 	
             

See Section 2.5 of the Financing Agreement
 	
             

Annually
 



 


 


Schedule 3-4


Amendment No. 4 to 


Master Reimbursement Agreement


Mid-America Apartments


 









 


 


 



	
             

5.    FACILITY FEE

 
 	
             
 	
            See Section 33 of Amendment No. 1 to Master Reimbursement Agreement

 
 	
             

 
 
	
            (a)  Credit Enhancement Rate
 	
            57 basis points
 	
            See Section 33 of Amendment No. 1 to Master Reimbursement Agreement

 
 	
            Payable prior to the 15th of each month
 
	
            (b)  Principal Reserve Fund Rate
 	
            15 basis points
 	
            See Section 33 of Amendment No. 1 to Master Reimbursement Agreement
 	
            Payable prior to the 15th of each month
 
	
            (c)  Loan Servicer's Rate
 	
            10 basis points
 	
            See Section 33 of Amendment No. 1 to Master Reimbursement Agreement
 	
            Payable prior to the 15th of each month
 
	
            (d)  Liquidity Rate
 	
            12.5 basis points
 	
            See Section 33 of Amendment No. 1 to Master Reimbursement Agreement

 
 	
            Payable prior to the 15th of each month
 



 


 


Schedule 3-5


Amendment No. 4 to 


Master Reimbursement Agreement


Mid-America Apartments


 









 


 


 



	
            (e)  Swap Credit Enhancement Rate
 	
            13 basis points for the five-year Swap purchased in connection with the Additional Mortgaged Property known as The Anatole Apartments and the five year Swap purchased in connection with the Additional Mortgaged Property known as Township Apartments and otherwise to be determined at the time of the purchase of a Swap
 	
            See Section 33 of Amendment No. 1 to Master Reimbursement Agreement
 	
            Payable prior to the 15th of each month
 



 


 



	
             

III.        ADDITIONAL MORTGAGED PROPERTIES

(May 30, 2003 Closing)

(Westbury Creek Apartments and Windridge)

 
 
	
            TYPE OF FEE3
 	
            FEE
 	
            DOCUMENT REFERENCE
 	
            TIMING
 
	
             

1.            ISSUER FEE

 
 	
             
 	
             
 	
             
 
	
            (a)  The Housing Authority of the City of Augusta, Georgia (The Westbury Creek Apartments)
 	
            None
 	
            Not applicable
 	
            Not applicable
 
	
            (b)  The Health, Educational and Housing Facility Board of the City of Chattanooga, Tennessee (Windridge Apartments)
 	
            None
 	
            Not applicable
 	
            Not applicable
 
	
             

2.            TRUSTEE FEE

 
 	
             
 	
             
 	
             
 
	
            (a)  The Housing Authority of the City of Augusta, Georgia (The Westbury Creek Apartments)
 	
            $4,000
 	
            See definition of Trustee’s Annual Fee in Indenture
 	
            Semi-annually payable in advance on each May 15 and November 15
 



_________________________


3With the exception of the Issuer Fee and Trustee Fee, all indicated fees are the same for each of the Two Additional Mortgaged Properties.


 


 


Schedule 3-6


Amendment No. 4 to 


Master Reimbursement Agreement


Mid-America Apartments


 









 


 


 



 



	
            (b)  The Health Educational and Housing Facility Board of the City of Chattanooga, Tennessee (Windridge Apartments)
 	
            $4,000
 	
            See definition of Trustee’s Annual Fee in Indenture
 	
            Semi-annually payable in advance on each May 15 and November 15
 
	
             

3.    REMARKETING AGENT FEE

 
 	
             

12 basis points
 	
             

See Section  7 of the Remarketing Agreement
 	
             

Annually, payable quarterly in arrears in each March 1, June 1, September 1 and December 1
 
	
             

4.    REBATE ANALYST FEE

 
 	
             

$500
 	
             

See Section 2.5 of the Financing Agreement
 	
             

Annually
 
	
             

5.    FACILITY FEE

 
 	
             
 	
             

See Section 11 of Amendment No. 2 to Master Reimbursement Agreement

 
 	
             

 
 
	
            (a)  Credit Enhancement Rate
 	
            57 basis points
 	
            See Section 11 of Amendment No. 2 to Master Reimbursement Agreement

 
 	
            Payable prior to the 15th of each month
 
	
            (b)  Principal Reserve Fund Rate
 	
            15 basis points
 	
            See Section 11 of Amendment No. 2 to Master Reimbursement Agreement
 	
            Payable prior to the 15th of each month
 
	
            (c)  Loan Servicer's Rate
 	
            10 basis points
 	
            See Section 11  of Amendment No. 2 to Master Reimbursement Agreement
 	
            Payable prior to the 15th of each month
 



 


 


Schedule 3-7


Amendment No. 4 to 


Master Reimbursement Agreement


Mid-America Apartments


 









 


 


 



	
            (d)  Liquidity Rate
 	
            12.5 basis points
 	
            See Section 11 of Amendment No. 2 to Master Reimbursement Agreement

 
 	
            Payable prior to the 15th of each month
 
	
            (e)  Swap Credit Enhancement Rate
 	
            13 basis points for the five-year Swap purchased in connection with the Additional Mortgaged Property known as Windridge Apartments and the five year Swap purchased in connection with the Additional Mortgaged Property known as Westbury Creek and otherwise to be determined at the time of the purchase of a Swap
 	
            See Section 11 of Amendment No. 2 to Master Reimbursement Agreement
 	
            Payable prior to the 15th of each month
 



 



	
             

IV.        ADDITIONAL MORTGAGED PROPERTIES

(March 2, 2004 Closing)

(The Park at Hermitage Apartments, Stassney Woods Apartments and Travis Station Apartments)

 
 
	
            TYPE OF FEE4
 	
            FEE
 	
            DOCUMENT REFERENCE
 	
            TIMING
 
	
             

1.            ISSUER FEE

 
 	
             
 	
             
 	
             
 



_________________________


4With the exception of the Issuer Fee and Trustee Fee, all indicated fees are the same for each of the 2004 Additional Mortgaged Properties.


 


 


Schedule 3-8


Amendment No. 4 to 


Master Reimbursement Agreement


Mid-America Apartments


 









 


 


 


 



	
            (a)  The Industrial Development Board of The Metropolitan Government of Nashville and Davidson County (The Park at Hermitage Apartments)
 	
            None
 	
            Not applicable
 	
            Not applicable
 
	
            (b)  Austin Housing Finance Corporation (Stassney Woods Apartments)
 	
            The greater of (a) .0003 times the amount of Bonds Outstanding on January 1, (b) 12 times the number of units in the Project, or (c) $1,200 per year
 	
            Trust Indenture (definition of “Ordinary Issuer Monitoring Fees and Expenses”)
 	
            Annually, prorated and payable on each Interest Payment Date
 
	
            (b)  Travis County Housing Finance Corporation (Travis Station Apartments)
 	
            10 basis points
 	
            See definition of Issuer Fee in Indenture
 	
            Annually, prorated and payable on each Interest Payment Date 
 
	
             

2.            TRUSTEE FEE

 
 	
             
 	
             
 	
             
 
	
            (a)  The Industrial Development Board of The Metropolitan Government of Nashville and Davidson County (The Park at Hermitage Apartments)
 	
            $4,000
 	
            See definition of Trustee’s Annual Fee in Indenture
 	
            Semi-annually payable in advance on each May 15 and November 15
 
	
            (b)  Austin Housing Finance Corporation (Stassney Woods Apartments)
 	
            $4,000
 	
            See definition of Trustee’s Annual Fee in Indenture
 	
            Semi-annually payable in advance on each May 15 and November 15
 
	
            (b)  Travis County Housing Finance Corporation (Travis Station Apartments)
 	
            $4,000
 	
            See definition of Trustee’s Annual Fee in Indenture
 	
            Semi-annually payable in advance on each May 15 and November 15
 



 


 


Schedule 3-9


Amendment No. 4 to 


Master Reimbursement Agreement


Mid-America Apartments


 









 


 


 



	
             

3.    REMARKETING AGENT FEE

 
 	
             

12.5 basis points
 	
             

See Section  7 of the Remarketing Agreement
 	
             

Annually, payable quarterly in arrears in each March 1, June 1, September 1 and December 1
 
	
             

4.    REBATE ANALYST FEE

 
 	
             

$500
 	
             

See Section 2.5 of the Financing Agreement
 	
             

Annually
 
	
             

5.    FACILITY FEE

 
 	
             
 	
             

See Section 16 of Amendment No. 4 to Master Reimbursement Agreement

 
 	
             

 
 
	
            (a)  Credit Enhancement Rate
 	
            57 basis points
 	
            See Section 16 of Amendment No. 4 to Master Reimbursement Agreement

 
 	
            Payable prior to the 15th of each month
 
	
            (b)  Principal Reserve Fund Rate
 	
            15 basis points
 	
            See Section 16 of Amendment No. 4 to Master Reimbursement Agreement
 	
            Payable prior to the 15th of each month
 
	
            (c)  Loan Servicer's Rate
 	
            10 basis points
 	
            See Section 16  of Amendment No. 4 to Master Reimbursement Agreement
 	
            Payable prior to the 15th of each month
 
	
            (d)  Liquidity Rate
 	
            12.5 basis points
 	
            See Section 16 of Amendment No. 4 to Master Reimbursement Agreement

 
 	
            Payable prior to the 15th of each month
 



 


 


Schedule 3-10


Amendment No. 4 to 


Master Reimbursement Agreement


Mid-America Apartments


 









 


 


 



	
            (e)  Swap Credit Enhancement Rate
 	
            15 basis points for the five-year Swap purchased in connection with the 2004 Additional Mortgaged Properties known as The Park at Hermitage Apartments and Travis Station Apartments and otherwise to be determined at the time of the purchase of a Swap 
 	
            See Section 16 of Amendment No. 4 to Master Reimbursement Agreement
 	
            Payable prior to the 15th of each month
 
	
             

V.          ADDITIONAL MORTGAGED PROPERTY

(November 17, 2005Closing)

(Runaway Bay Apartments)

 
 
	
            TYPE OF FEE
 	
            FEE
 	
            DOCUMENT REFERENCE
 	
            TIMING
 
	
             

1.            ISSUER FEE 

(South Carolina State Housing Finance and Development Authority)

 
 	
            $10,400
 	
            See definition of Issuer’s Fee in the Indenture
 	
            Equal monthly installments
 
	
             

2.            TRUSTEE FEE

 
 	
            $4,000
 	
            See definition of Trustee’s Annual Fee in Indenture
 	
            Semiannually payable in advance on each May 15 and November 15
 
	
             

3.    REMARKETING AGENT FEE

 
 	
             

12.5 basis points
 	
             

See Section  7 of the Remarketing Agreement
 	
             

Annually, payable quarterly in arrears in each March 1, June 1, September 1 and December 1
 
	
             

4.    REBATE ANALYST FEE

 
 	
             

$500
 	
             

See Section 2.5 of the Financing Agreement
 	
             

Annually
 



 


 


Schedule 3-11


Amendment No. 4 to 


Master Reimbursement Agreement


Mid-America Apartments


 









 


 


 



	
             

5.    FACILITY FEE

 
 	
             
 	
             

See Section 13 of Amendment No. 4 to Master Reimbursement Agreement

 
 	
             

 
 
	
            (a)  Credit Enhancement Rate
 	
            57 basis points
 	
            See Section 13 of Amendment No. 4 to Master Reimbursement Agreement

 
 	
            Payable prior to the 15th of each month
 
	
            (b)  Principal Reserve Fund Rate
 	
            15 basis points
 	
            See Section 13 of Amendment No. 4 to Master Reimbursement Agreement
 	
            Payable prior to the 15th of each month
 
	
            (c)  Loan Servicer's Rate
 	
            10 basis points
 	
            See Section 13 of Amendment No. 4 to Master Reimbursement Agreement
 	
            Payable prior to the 15th of each month
 
	
            (d)  Liquidity Rate
 	
            12.5 basis points
 	
            See Section 13 of Amendment No. 4 to Master Reimbursement Agreement

 
 	
            Payable prior to the 15th of each month
 



 


 


Schedule 3-12


Amendment No. 4 to 


Master Reimbursement Agreement


Mid-America Apartments


 









 


 


 



	
            (e)  Swap Credit Enhancement Rate
 	
            17 basis points for the five-year Swap purchased in connection with the 2005 Additional Mortgaged Property known as Runaway Bay Apartments and otherwise to be determined at the time of the purchase of a Swap 
 	
            See Section 13 of Amendment No. 4 to Master Reimbursement Agreement
 	
            Payable prior to the 15th of each month
 



 



 


Schedule 3-13


Amendment No. 4 to 


Master Reimbursement Agreement


Mid-America Apartments


 









 


 


SCHEDULE 4


MORTGAGED PROPERTIES


 


INITIAL MORTGAGED PROPERTIES:



	
            PROPERTY NAME
  	
            PROPERTY ADDRESS
  
	
            Fairways Apartments
 	
            Columbia, South Carolina
 
	
            Post House North Apartments
 	
            Jackson, Tennessee
 
	
            Reflection Pointe Apartments
 	
            Flowood, Mississippi
 



 


 


ADDITIONAL MORTGAGED PROPERTIES (October 24, 2002 Closing):



	
            PROPERTY NAME
  	
            PROPERTY ADDRESS
  
	
            The Anatole Apartments
 	
            Daytona Beach, Florida
 
	
            Post House Jackson Apartments
 	
            Jackson, Tennessee
 
	
            Paddock Park Apartments I
 	
            Ocala, Florida
 
	
            Township Apartments
 	
            Hampton, Virginia
 



 


 


ADDITIONAL MORTGAGED PROPERTIES (May 30, 2003 Closing):



	
            PROPERTY NAME
  	
            PROPERTY ADDRESS
  
	
            Westbury Creek Apartments
 	
            Augusta, Georgia
 
	
            Windridge Apartments
 	
            Chattanooga, Tennessee
 
	
             
 	
             
 
	
             
 	
             
 



 


 


ADDITIONAL MORTGAGED PROPERTIES (March 2, 2004 Closing):



	
            PROPERTY NAME
  	
            PROPERTY ADDRESS
  
	
            The Park at Hermitage Apartments 
 	
            Hermitage, Tennessee
 
	
            Travis Station Apartments
 	
            Austin, Texas
 
	
            Stassney Woods Apartments
 	
            Austin, Texas
 
	
             
 	
             
 



 


ADDITIONAL MORTGAGED PROPERTY (November 17, 2005 Closing):



	
            PROPERTY NAME
  	
            PROPERTY ADDRESS
  
	
            Runaway Bay Apartments 
 	
            Mount Pleasant, South Carolina
 



 


SUBSTITUTED MORTGAGED PROPERTIES:



	
            PROPERTY NAME
  	
            PROPERTY ADDRESS
  
	
            None 
 	
             
 



 


 


 



	
            Schedule 4-1
 



Amendment No. 4 to 


Master Reimbursement Agreement


Mid-America Apartments


 









 


 



 



	
            Schedule 4-2
 



Amendment No. 4 to 


Master Reimbursement Agreement


Mid-America Apartments


 









 


 


SCHEDULE 5


 


TERMINATION FEE


 


Any Termination Fee payable under Section 3.3(4) of the Master Reimbursement Agreement shall be equal to the following percentage of the unpaid principal balance of each Loan being prepaid as indicated below, or, in the case of a substitution of an Alternate Credit Facility for the Credit Enhancement Instrument, the unpaid principal balance of each Loan:


 



	
            Fairways (Loan Originated June 15, 2001)
 	
             

	
            First Loan Year
 	
            5.904%
 
	
            Second Loan Year
 	
            5.479%
 
	
            Third Loan Year
 	
            5.024%
 
	
            Fourth Loan Year
 	
            4.536%
 
	
            Fifth Loan Year
 	
            4.014%
 
	
            Sixth Loan Year
 	
            3.454%
 
	
            Seventh Loan Year
 	
            2.855%
 
	
            Eighth Loan Year
 	
            2.213%
 
	
            Ninth Loan Year
 	
            1.525%
 
	
            Tenth Loan Year
 	
            0.789%
 
			



 



	
            Post House North (Loan Originated June 15, 2001)
 	
             

	
            First Loan Year
 	
            5.965%
 
	
            Second Loan Year
 	
            5.531%
 
	
            Third Loan Year
 	
            5.067%
 
	
            Fourth Loan Year
 	
            4.571%
 
	
            Fifth Loan Year
 	
            4.041%
 
	
            Sixth Loan Year
 	
            3.475%
 
	
            Seventh Loan Year
 	
            2.869%
 
	
            Eighth Loan Year
 	
            2.222%
 
	
            Ninth Loan Year
 	
            1.530%
 
	
            Tenth Loan Year
 	
            0.791%
 
			



 



	
            Reflection Pointe (Loan Originated June 15, 2001)
 	
             

	
            First Loan Year
 	
            5.970%
 
	
            Second Loan Year
 	
            5.535%
 
	
            Third Loan Year
 	
            5.071%
 
	
            Fourth Loan Year
 	
            4.574%
 
	
            Fifth Loan Year
 	
            4.044%
 
	
            Sixth Loan Year
 	
            3.476%
 
	
            Seventh Loan Year
 	
            2.870%
 
	
            Eighth Loan Year
 	
            2.223%
 
	
            Ninth Loan Year
 	
            1.530%
 
	
            Tenth Loan Year
 	
            0.791%
 
			



 


 


 



	
            Schedule 5-1
 



Amendment No. 4 to 


Master Reimbursement Agreement


Mid-America Apartments


 









 


 



	
            The Anatole (Loan Originated October 24, 2002)
 	
             

	
            First Loan Year
 	
            6.700%
 
	
            Second Loan Year
 	
            6.200%
 
	
            Third Loan Year
 	
            5.668%
 
	
            Fourth Loan Year
 	
            5.102%
 
	
            Fifth Loan Year
 	
            4.500%
 
	
            Sixth Loan Year
 	
            3.861%
 
	
            Seventh Loan Year
 	
            3.180%
 
	
            Eighth Loan Year
 	
            2.457%
 
	
            Ninth Loan Year
 	
            1.688%
 
	
            Tenth Loan Year
 	
            0.870%
 
			



 



	
            Paddock Park (Loan Originated October 24, 2002)
 	
             

	
            First Loan Year
 	
            5.766%
 
	
            Second Loan Year
 	
            5.335%
 
	
            Third Loan Year
 	
            4.877%
 
	
            Fourth Loan Year
 	
            4.389%
 
	
            Fifth Loan Year
 	
            3.871%
 
	
            Sixth Loan Year
 	
            3.321%
 
	
            Seventh Loan Year
 	
            2.735%
 
	
            Eighth Loan Year
 	
            2.113%
 
	
            Ninth Loan Year
 	
            1.451%
 
	
            Tenth Loan Year
 	
            0.748%
 
			



 



	
            Post House Jackson (Loan Originated October 24, 2002)
 	
             

	
            First Loan Year
 	
            5.815%
 
	
            Second Loan Year
 	
            5.377%
 
	
            Third Loan Year
 	
            4.911%
 
	
            Fourth Loan Year
 	
            4.417%
 
	
            Fifth Loan Year
 	
            3.893%
 
	
            Sixth Loan Year
 	
            3.337%
 
	
            Seventh Loan Year
 	
            2.747%
 
	
            Eighth Loan Year
 	
            2.120%
 
	
            Ninth Loan Year
 	
            1.455%
 
	
            Tenth Loan Year
 	
            0.749%
 
			



 



	
            Township (Loan Originated October 24, 2002)
 	
             

	
            First Loan Year
 	
            6.734%
 
	
            Second Loan Year
 	
            6.228%
 
	
            Third Loan Year
 	
            5.691%
 
	
            Fourth Loan Year
 	
            5.121%
 
	
            Fifth Loan Year
 	
            4.515%
 
	
            Sixth Loan Year
 	
            3.872%
 
	
            Seventh Loan Year
 	
            3.188%
 
	
            Eighth Loan Year
 	
            2.462%
 
	
            Ninth Loan Year
 	
            1.690%
 
			



 


 



	
            Schedule 5-2
 



Amendment No. 4 to 


Master Reimbursement Agreement


Mid-America Apartments


 









 


 


	
            Tenth Loan Year
 	
            0.871%
 
			




 



	
            Westbury Creek (Loan Originated May 30, 2003)
 	
             
 
	
            First Loan Year

Second Loan Year

Third Loan Year

Fourth Loan Year

Fifth Loan Year

Sixth Loan Year

Seventh Loan Year

Eighth Loan Year

Ninth Loan Year

Tenth Loan Year
 	
            6.557%

6.068%

5.548%

4.994%

4.406%

3.780%

3.114%

2.406%

1.653%

0.852%
 



 



	
            Windridge (Loan Originated May 30, 2003)
 	
             
 
	
            First Loan Year

Second Loan Year

Third Loan Year

Fourth Loan Year

Fifth Loan Year

Sixth Loan Year

Seventh Loan Year

Eighth Loan Year

Ninth Loan Year

Tenth Loan Year
 	
            6.636%

6.139%

5.610%

5.049%

4.452%

3.818%

3.144%

2.429%

1.668%

0.859%
 



 



	
            The Park at Hermitage (Loan Originated March 2, 2004)
 	
             
 
	
            First Loan Year

Second Loan Year

Third Loan Year

Fourth Loan Year

Fifth Loan Year

Sixth Loan Year

Seventh Loan Year

Eighth Loan Year

Ninth Loan Year

Tenth Loan Year
 	
            6.910%

6.389%

5.836%

5.250%

4.627%

3.966%

3.264%

2.520%

1.729%

0.890%
 



 


 


 



	
            Schedule 5-3
 



Amendment No. 4 to 


Master Reimbursement Agreement


Mid-America Apartments


 









 


 


 



	
            Stassney Woods Apartments (Loan Originated March 2, 2004)
 	
             
 
	
            First Loan Year

Second Loan Year

Third Loan Year

Fourth Loan Year

Fifth Loan Year

Sixth Loan Year

Seventh Loan Year

Eighth Loan Year

Ninth Loan Year

Tenth Loan Year
 	
            5.779%

5.346%

4.886%

4.397%

3.877%

3.325%

2.738%

2.115%

1.452%

0.748%
 



 



	
            Travis Station Apartments (Loan Originated March 2, 2004)
 	
             
 
	
            First Loan Year

Second Loan Year

Third Loan Year

Fourth Loan Year

Fifth Loan Year

Sixth Loan Year

Seventh Loan Year

Eighth Loan Year

Ninth Loan Year

Tenth Loan Year
 	
            6.859%

6.346%

5.800%

5.220%

4.604%

3.949%

3.252%

2.512%

1.725%

0.889%
 



 


 



	
            Runaway Bay Apartments (Loan Originated November 17, 2005)
 	
             
 
	
            First Loan Year

Second Loan Year

Third Loan Year

Fourth Loan Year

Fifth Loan Year

Sixth Loan Year

Seventh Loan Year

Eighth Loan Year

Ninth Loan Year

Tenth Loan Year
 	
            7.140%

6.596%

6.019%

5.409%

4.762%

4.077%

3.352%

2.585%

1.772%

0.911%
 



 


SEE PARAGRAPH 11 OF THE NOTE FOR ALL TERMS AND CONDITIONS APPLICABLE TO PREPAYMENT OF THE LOAN.  The Borrower may not have the right to prepay the Loan during certain periods. The Borrower may be required to pay more than the principal amount being prepaid, accrued interest and the Termination Fee.  Special timing considerations may also apply.


 


Each Loan Year is a 12 month period ending on the day before an anniversary date of the Loan.


 



 



	
            Schedule 5-4
 



Amendment No. 4 to 


Master Reimbursement Agreement


Mid-America Apartments


 









 


 


SCHEDULE 9


 


SCHEDULE OF DEPOSITS TO EACH PRINCIPAL RESERVE FUND


 


See attached schedules.


 



 



	
            Schedule 9-1
 



Amendment No. 4 to 


Master Reimbursement Agreement


Mid-America Apartments


 












 


 


 



	
            Mid-America Apartment Communities
  	
             
  
	
            South Carolina State Housing and Finance  Development Agency
  
	
            Runaway Bay Apartments
  	
             
  
	
             
  	
             
  	
             
  
	
            Principal Reserve Fund Schedule
  
	
             
  	
             
  	
             
  
	
             
  	
             
  	
            Amortization Term (Years):  20
  
	
             
  	
             
  	
            Interest Rate:   5.8880%
  
	
             
  	
            PRF Deposit
  	
             
  
	
            15-Nov-15
 	
            0.00
 	
             
 
	
            15-Dec-15
 	
            18,938.11
 	
             
 
	
            15-Jan-16
 	
            19,031.04
 	
             
 
	
            15-Feb-16
 	
            19,124.42
 	
             
 
	
            15-Mar-16
 	
            19,218.25
 	
             
 
	
            15-Apr-16
 	
            19,312.55
 	
             
 
	
            15-May-16
 	
            19,407.31
 	
             
 
	
            15-Jun-16
 	
            19,502.54
 	
             
 
	
            15-Jul-16
 	
            19,598.23
 	
             
 
	
            15-Aug-16
 	
            19,694.39
 	
             
 
	
            15-Sep-16
 	
            19,791.02
 	
             
 
	
            15-Oct-16
 	
            19,888.13
 	
             
 
	
            15-Nov-16
 	
            19,985.72
 	
             
 
	
            15-Dec-16
 	
            20,083.78
 	
             
 
	
            15-Jan-17
 	
            20,182.32
 	
             
 
	
            15-Feb-17
 	
            20,281.35
 	
             
 
	
            15-Mar-17
 	
            20,380.87
 	
             
 
	
            15-Apr-17
 	
            20,480.87
 	
             
 
	
            15-May-17
 	
            20,581.36
 	
             
 
	
            15-Jun-17
 	
            20,682.35
 	
             
 
	
            15-Jul-17
 	
            20,783.83
 	
             
 
	
            15-Aug-17
 	
            20,885.81
 	
             
 
	
            15-Sep-17
 	
            20,988.29
 	
             
 
	
            15-Oct-17
 	
            21,091.27
 	
             
 
	
            15-Nov-17
 	
            21,194.76
 	
             
 
	
            15-Dec-17
 	
            21,298.75
 	
             
 
	
            15-Jan-18
 	
            21,403.26
 	
             
 
	
            15-Feb-18
 	
            21,508.28
 	
             
 
	
            15-Mar-18
 	
            21,613.81
 	
             
 
	
            15-Apr-18
 	
            21,719.86
 	
             
 
	
            15-May-18
 	
            21,826.44
 	
             
 
	
            15-Jun-18
 	
            21,933.53
 	
             
 
	
            15-Jul-18
 	
            22,041.15
 	
             
 
	
            15-Aug-18
 	
            22,149.30
 	
             
 
	
            15-Sep-18
 	
            22,257.98
 	
             
 





 


 


 



	
            Schedule 9-1
 



Amendment No. 4 to 


Master Reimbursement Agreement


Mid-America Apartments


 









 


 


 



	
            15-Oct-18
 	
            22,367.19
 	
             
 
	
            15-Nov-18
 	
            22,476.94
 	
             
 
	
            15-Dec-18
 	
            22,587.23
 	
             
 
	
            15-Jan-19
 	
            22,698.05
 	
             
 
	
            15-Feb-19
 	
            22,809.43
 	
             
 
	
            15-Mar-19
 	
            22,921.34
 	
             
 
	
            15-Apr-19
 	
            23,033.81
 	
             
 
	
            15-May-19
 	
            23,146.83
 	
             
 
	
            15-Jun-19
 	
            23,260.41
 	
             
 
	
            15-Jul-19
 	
            23,374.54
 	
             
 
	
            15-Aug-19
 	
            23,489.23
 	
             
 
	
            15-Sep-19
 	
            23,604.48
 	
             
 
	
            15-Oct-19
 	
            23,720.30
 	
             
 
	
            15-Nov-19
 	
            23,836.69
 	
             
 
	
            15-Dec-19
 	
            23,953.65
 	
             
 
	
            15-Jan-20
 	
            24,071.18
 	
             
 
	
            15-Feb-20
 	
            24,189.29
 	
             
 
	
            15-Mar-20
 	
            24,307.98
 	
             
 
	
            15-Apr-20
 	
            24,427.25
 	
             
 
	
            15-May-20
 	
            24,547.11
 	
             
 
	
            15-Jun-20
 	
            24,667.55
 	
             
 
	
            15-Jul-20
 	
            24,788.59
 	
             
 
	
            15-Aug-20
 	
            24,910.21
 	
             
 
	
            15-Sep-20
 	
            25,032.44
 	
             
 
	
            15-Oct-20
 	
            25,155.27
 	
             
 
	
            15-Nov-20
 	
            25,278.70
 	
             
 
	
            15-Dec-20
 	
            25,402.73
 	
             
 
	
            15-Jan-21
 	
            25,527.37
 	
             
 
	
            15-Feb-21
 	
            25,652.63
 	
             
 
	
            15-Mar-21
 	
            25,778.50
 	
             
 
	
            15-Apr-21
 	
            25,904.98
 	
             
 
	
            15-May-21
 	
            26,032.09
 	
             
 
	
            15-Jun-21
 	
            26,159.82
 	
             
 
	
            15-Jul-21
 	
            26,288.18
 	
             
 
	
            15-Aug-21
 	
            26,417.16
 	
             
 



 


 


 



	
            Schedule 9-2
 



Amendment No. 4 to 


Master Reimbursement Agreement


Mid-America Apartments


 









 


 


 



	
            15-Sep-21
 	
            26,546.78
 	
             
 
	
            15-Oct-21
 	
            26,677.04
 	
             
 
	
            15-Nov-21
 	
            26,807.94
 	
             
 
	
            15-Dec-21
 	
            26,939.47
 	
             
 
	
            15-Jan-22
 	
            27,071.66
 	
             
 
	
            15-Feb-22
 	
            27,204.49
 	
             
 
	
            15-Mar-22
 	
            27,337.97
 	
             
 
	
            15-Apr-22
 	
            27,472.11
 	
             
 
	
            15-May-22
 	
            27,606.91
 	
             
 
	
            15-Jun-22
 	
            27,742.36
 	
             
 
	
            15-Jul-22
 	
            27,878.49
 	
             
 
	
            15-Aug-22
 	
            28,015.28
 	
             
 
	
            15-Sep-22
 	
            28,152.74
 	
             
 
	
            15-Oct-22
 	
            28,290.88
 	
             
 
	
            15-Nov-22
 	
            28,429.69
 	
             
 
	
            15-Dec-22
 	
            28,569.18
 	
             
 
	
            15-Jan-23
 	
            28,709.36
 	
             
 
	
            15-Feb-23
 	
            28,850.23
 	
             
 
	
            15-Mar-23
 	
            28,991.79
 	
             
 
	
            15-Apr-23
 	
            29,134.04
 	
             
 
	
            15-May-23
 	
            29,276.99
 	
             
 
	
            15-Jun-23
 	
            29,420.65
 	
             
 
	
            15-Jul-23
 	
            29,565.00
 	
             
 
	
            15-Aug-23
 	
            29,710.07
 	
             
 
	
            15-Sep-23
 	
            29,855.85
 	
             
 
	
            15-Oct-23
 	
            30,002.34
 	
             
 
	
            15-Nov-23
 	
            30,149.55
 	
             
 
	
            15-Dec-23
 	
            30,297.48
 	
             
 
	
            15-Jan-24
 	
            30,446.14
 	
             
 
	
            15-Feb-24
 	
            30,595.53
 	
             
 
	
            15-Mar-24
 	
            30,745.66
 	
             
 
	
            15-Apr-24
 	
            30,896.51
 	
             
 
	
            15-May-24
 	
            31,048.11
 	
             
 
	
            15-Jun-24
 	
            31,200.46
 	
             
 
	
            15-Jul-24
 	
            31,353.55
 	
             
 



 


 


 



	
            Schedule 9-3
 



Amendment No. 4 to 


Master Reimbursement Agreement


Mid-America Apartments


 









 


 


 



	
            15-Aug-24
 	
            31,507.39
 	
             
 
	
            15-Sep-24
 	
            31,661.98
 	
             
 
	
            15-Oct-24
 	
            31,817.34
 	
             
 
	
            15-Nov-24
 	
            31,973.46
 	
             
 
	
            15-Dec-24
 	
            32,130.34
 	
             
 
	
            15-Jan-25
 	
            32,287.99
 	
             
 
	
            15-Feb-25
 	
            32,446.42
 	
             
 
	
            15-Mar-25
 	
            32,605.62
 	
             
 
	
            15-Apr-25
 	
            32,765.61
 	
             
 
	
            15-May-25
 	
            32,926.38
 	
             
 
	
            15-Jun-25
 	
            33,087.94
 	
             
 
	
            15-Jul-25
 	
            33,250.29
 	
             
 
	
            15-Aug-25
 	
            33,413.44
 	
             
 
	
            15-Sep-25
 	
            33,577.38
 	
             
 
	
            15-Oct-25
 	
            33,742.14
 	
             
 
	
            15-Nov-25
 	
            33,907.70
 	
             
 
	
            15-Dec-25
 	
            34,074.07
 	
             
 
	
            15-Jan-26
 	
            34,241.26
 	
             
 
	
            15-Feb-26
 	
            34,409.27
 	
             
 
	
            15-Mar-26
 	
            34,578.11
 	
             
 
	
            15-Apr-26
 	
            34,747.77
 	
             
 
	
            15-May-26
 	
            34,918.27
 	
             
 
	
            15-Jun-26
 	
            35,089.60
 	
             
 
	
            15-Jul-26
 	
            35,261.77
 	
             
 
	
            15-Aug-26
 	
            35,434.79
 	
             
 
	
            15-Sep-26
 	
            35,608.66
 	
             
 
	
            15-Oct-26
 	
            35,783.38
 	
             
 
	
            15-Nov-26
 	
            35,958.95
 	
             
 
	
            15-Dec-26
 	
            36,135.39
 	
             
 
	
            15-Jan-27
 	
            36,312.70
 	
             
 
	
            15-Feb-27
 	
            36,490.87
 	
             
 
	
            15-Mar-27
 	
            36,669.92
 	
             
 
	
            15-Apr-27
 	
            36,849.85
 	
             
 
	
            15-May-27
 	
            37,030.66
 	
             
 
	
            15-Jun-27
 	
            37,212.35
 	
             
 



 


 


 



	
            Schedule 9-4
 



Amendment No. 4 to 


Master Reimbursement Agreement


Mid-America Apartments


 









 


 


 



	
            15-Jul-27
 	
            37,394.94
 	
             
 
	
            15-Aug-27
 	
            37,578.43
 	
             
 
	
            15-Sep-27
 	
            37,762.81
 	
             
 
	
            15-Oct-27
 	
            37,948.10
 	
             
 
	
            15-Nov-27
 	
            38,134.30
 	
             
 
	
            15-Dec-27
 	
            38,321.41
 	
             
 
	
            15-Jan-28
 	
            38,509.44
 	
             
 
	
            15-Feb-28
 	
            38,698.40
 	
             
 
	
            15-Mar-28
 	
            38,888.28
 	
             
 
	
            15-Apr-28
 	
            39,079.09
 	
             
 
	
            15-May-28
 	
            39,270.84
 	
             
 
	
            15-Jun-28
 	
            39,463.52
 	
             
 
	
            15-Jul-28
 	
            39,657.16
 	
             
 
	
            15-Aug-28
 	
            39,851.74
 	
             
 
	
            15-Sep-28
 	
            40,047.28
 	
             
 
	
            15-Oct-28
 	
            40,243.78
 	
             
 
	
            15-Nov-28
 	
            40,441.24
 	
             
 
	
            15-Dec-28
 	
            40,639.68
 	
             
 
	
            15-Jan-29
 	
            40,839.08
 	
             
 
	
            15-Feb-29
 	
            41,039.46
 	
             
 
	
            15-Mar-29
 	
            41,240.83
 	
             
 
	
            15-Apr-29
 	
            41,443.19
 	
             
 
	
            15-May-29
 	
            41,646.53
 	
             
 
	
            15-Jun-29
 	
            41,850.88
 	
             
 
	
            15-Jul-29
 	
            42,056.23
 	
             
 
	
            15-Aug-29
 	
            42,262.58
 	
             
 
	
            15-Sep-29
 	
            42,469.95
 	
             
 
	
            15-Oct-29
 	
            42,678.34
 	
             
 
	
            15-Nov-29
 	
            42,887.75
 	
             
 
	
            15-Dec-29
 	
            43,098.18
 	
             
 
	
            15-Jan-30
 	
            43,309.65
 	
             
 
	
            15-Feb-30
 	
            43,522.16
 	
             
 
	
            15-Mar-30
 	
            43,735.71
 	
             
 
	
            15-Apr-30
 	
            43,950.30
 	
             
 
	
            15-May-30
 	
            44,165.95
 	
             
 



 


 


 



	
            Schedule 9-5
 



Amendment No. 4 to 


Master Reimbursement Agreement


Mid-America Apartments


 









 


 


 



	
            15-Jun-30
 	
            44,382.66
 	
             
 
	
            15-Jul-30
 	
            44,600.43
 	
             
 
	
            15-Aug-30
 	
            44,819.27
 	
             
 
	
            15-Sep-30
 	
            45,039.18
 	
             
 
	
            15-Oct-30
 	
            45,260.18
 	
             
 
	
            15-Nov-30
 	
            45,482.25
 	
             
 
	
            15-Dec-30
 	
            45,705.42
 	
             
 
	
            15-Jan-31
 	
            45,929.68
 	
             
 
	
            15-Feb-31
 	
            46,155.04
 	
             
 
	
            15-Mar-31
 	
            46,381.51
 	
             
 
	
            15-Apr-31
 	
            46,609.09
 	
             
 
	
            15-May-31
 	
            46,837.78
 	
             
 
	
            15-Jun-31
 	
            47,067.60
 	
             
 
	
            15-Jul-31
 	
            47,298.55
 	
             
 
	
            15-Aug-31
 	
            47,530.62
 	
             
 
	
            15-Sep-31
 	
            47,763.84
 	
             
 
	
            15-Oct-31
 	
            47,998.20
 	
             
 
	
            15-Nov-31
 	
            48,233.71
 	
             
 
	
            15-Dec-31
 	
            48,470.38
 	
             
 
	
            15-Jan-32
 	
            48,708.21
 	
             
 
	
            15-Feb-32
 	
            48,947.20
 	
             
 
	
            15-Mar-32
 	
            49,187.37
 	
             
 
	
            15-Apr-32
 	
            49,428.72
 	
             
 
	
            15-May-32
 	
            49,671.25
 	
             
 
	
            15-Jun-32
 	
            49,914.97
 	
             
 
	
            15-Jul-32
 	
            50,159.88
 	
             
 
	
            15-Aug-32
 	
            50,406.00
 	
             
 
	
            15-Sep-32
 	
            50,653.33
 	
             
 
	
            15-Oct-32
 	
            50,901.87
 	
             
 
	
            15-Nov-32
 	
            51,151.62
 	
             
 
	
            15-Dec-32
 	
            51,402.61
 	
             
 
	
            15-Jan-33
 	
            51,654.82
 	
             
 
	
            15-Feb-33
 	
            51,908.28
 	
             
 
	
            15-Mar-33
 	
            52,162.97
 	
             
 
	
            15-Apr-33
 	
            52,418.92
 	
             
 



 


 


 



	
            Schedule 9-6
 



Amendment No. 4 to 


Master Reimbursement Agreement


Mid-America Apartments


 



 


 



	
            15-May-33
 	
            52,676.12
 	
             
 
	
            15-Jun-33
 	
            52,934.59
 	
             
 
	
            15-Jul-33
 	
            53,194.32
 	
             
 
	
            15-Aug-33
 	
            53,455.33
 	
             
 
	
            15-Sep-33
 	
            53,717.61
 	
             
 
	
            15-Oct-33
 	
            53,981.19
 	
             
 
	
            15-Nov-33
 	
            54,246.05
 	
             
 
	
            15-Dec-33
 	
            54,512.22
 	
             
 
	
            15-Jan-34
 	
            54,779.70
 	
             
 
	
            15-Feb-34
 	
            55,048.48
 	
             
 
	
            15-Mar-34
 	
            55,318.59
 	
             
 
	
            15-Apr-34
 	
            55,590.02
 	
             
 
	
            15-May-34
 	
            55,862.78
 	
             
 
	
            15-Jun-34
 	
            56,136.88
 	
             
 
	
            15-Jul-34
 	
            56,412.32
 	
             
 
	
            15-Aug-34
 	
            56,689.12
 	
             
 
	
            15-Sep-34
 	
            56,967.27
 	
             
 
	
            15-Oct-34
 	
            57,246.79
 	
             
 
	
            15-Nov-34
 	
            57,527.68
 	
             
 
	
            15-Dec-34
 	
            57,809.95
 	
             
 
	
            15-Jan-35
 	
            58,093.61
 	
             
 
	
            15-Feb-35
 	
            58,378.65
 	
             
 
	
            15-Mar-35
 	
            58,665.10
 	
             
 
	
            15-Apr-35
 	
            58,952.95
 	
             
 
	
            15-May-35
 	
            59,242.21
 	
             
 
	
            15-Jun-35
 	
            59,532.89
 	
             
 
	
            15-Jul-35
 	
            59,825.00
 	
             
 
	
            15-Aug-35
 	
            60,118.54
 	
             
 
	
            15-Sep-35
 	
            60,413.52
 	
             
 
	
            15-Oct-35
 	
            60,709.95
 	
             
 
	
            15-Nov-35
 	
            61,007.69
 	
             
 
	
             
 	
            8,635,000.00
 	
             
 





	
            Schedule 9-7
 



Amendment No. 4 to 


Master Reimbursement Agreement


Mid-America Apartments