EXHIBIT 10.32


 


AMENDMENT NO. 5 TO MASTER REIMBURSEMENT AGREEMENT



 


THIS AMENDMENT NO. 5 TO MASTER
REIMBURSEMENT AGREEMENT (this “Amendment No. 5”) 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 February 23, 2006 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:  St. Augustine Apartments located in the City of Jacksonville, Duval County, Florida (the 
“2006 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 November 17, 2005 (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. 5.  


 


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: 







AGREEMENTS



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



“2006 Additional Mortgaged Property” means St. Augustine Apartments located in the City
of Jacksonville, Duval County, Florida.



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
$109,451,000.



3.          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 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, 6.185% for the Mortgaged Property known as
Runaway Bay Apartments and 6.446% for the Mortgaged Property known as St. Augustine Apartments.



4.          Section 2.2 (Affirmative Covenants) is hereby amended by adding new
Sections 2.2(29) and 2.2(30) to read as follows:


2.2(29).  
Existing Amenities and Leasing Office.  The Borrower agrees to maintain and keep on the site
of the 2006 Additional Mortgaged Property the leasing office and all amenities currently used in the operation of the Property.



 


2.2(30).  
Zoning Compliance.  The Borrower will cause the 2006 Additional Mortgage Property and the
Adjacent Property (as defined in Section 2.4(16) below) to remain in compliance in all material respects with local zoning laws and
regulations. 


 



5.          Section 2.4 (Negative Covenants) is hereby amended by adding a new
Section 2.4(16) to read as follows:


2.4(16).
  Adjacent Property.  The parties acknowledge that Mid-America Apartment Communities, Inc.
(“MAAC”) owns certain land adjacent to the 2006 Additional Mortgaged Property, as more particularly described on Annex II
hereto (the


 


2







“Adjacent Property”), and that MAAC is considering constructing
additional multifamily residential housing facilities on the Adjacent Property.  None of the Adjacent Property nor the additional
housing facilities to be constructed thereon will be financed by the Bonds issued to finance the 2006 Additional Mortgaged Property,
and the Adjacent Property is not currently a part of the Collateral Pool.  The Borrower agrees that:


 



(a)        For so long as the 2006 Additional Mortgaged Property is part of the Collateral
Pool, the Borrower shall not sell or otherwise transfer all or any part of the Adjacent Property to a third party unless (i) the
Borrower gives Fannie Mae at least sixty (60) days’ prior written notice of any proposed transfer and (ii) on or prior to the
date of any such transfer, the Borrower, if Fannie Mae so directs in writing in its sole and absolute discretion, effects a release
of the 2006 Additional Mortgage Property from the Collateral Pool established under this Agreement and the Credit Agreement,
including by payment of the Release Price and any associated prepayment premiums, termination fees and all other amounts due under
the related Note, the Facility Note and the other Borrower Documents in connection therewith.


 



(b)        During construction of improvements to the Adjacent Property, the Borrower will
not impede access to or undermine the value of the 2006 Additional Mortgaged Property.


 



(c)        If a default occurs and is continuing under any indebtedness secured by the
Adjacent Property (other than indebtedness in favor of Fannie Mae), the Borrower shall give Fannie Mae prompt written notice thereof
and,  if Fannie Mae so directs in writing in its sole and absolute discretion, Borrower shall effect a release of the 2006
Additional Mortgaged Property from the Collateral Pool established under this Agreement and the Credit Agreement within 30 days of
receipt of Fannie Mae’s written direction, including by payment of the Release Price and any associated prepayment premiums,
termination fees and all other amounts due under the related Note, the Facility Note and the other Borrower Documents in connection
therewith.


 



6.          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, the 2005 Additional Mortgaged Property and the 2006
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


 


3






 



throughout the term of this Agreement.  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.”



7.          Section 8.1 (Events of Default) is hereby amended by adding a new
Section 8.1(q) to read as follows:



“(q)       the failure by the Borrower to perform or observe any covenant set forth in
Section 2.4(16).”


 



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



9.          By execution and delivery of this Amendment No. 5 by Fannie Mae,
Fannie Mae hereby consents to the addition of the 2006 Additional Mortgaged Property to the Fannie Mae Credit Facility as an
Additional Mortgaged Property effective as of February 23, 2006 (the “Effective Date
”).



10.        In connection with the addition of the 2006 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 44.5 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 25 basis points.
 
	
             

	
            (v)

	
            Swap Credit Enhancement Rate shall 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.  


 


4






 



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



(h)        The Underwriting Rate shall be 6.446% for the Mortgaged Property known as St.
Augustine Apartment.



11.        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 St. Augustine 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 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.


 



12.        This Amendment No. 5 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.


 


5






 




13.        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.




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



(a)        The 2006 Additional Mortgage Property and the Adjacent Property comply in all
material respects with local zoning laws and regulations.



(b)        All representations and warranties set forth in the Master Reimbursement
Agreement are true and correct as of February 23, 2006.



(c)        There exists no Event of Default or Potential Event of Default as described in
the Master Reimbursement Agreement as of February 23, 2006. 



15.        This Amendment No. 5 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.



 


6






 


 



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






 



 



FANNIE MAE


 


 



	
            By:_______________________________________________





Name:  



Title:  



 


S-2






 


 


 



ANNEX 1


 


(See attached schedules)



 


A-1






 



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






 



	
            $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
 
	
            $13,235,000
Jacksonville Housing Finance Authority Variable Rate Demand Multifamily Housing Revenue Refunding Bonds (St. Augustine Apartments)
Series 2006
 	
            Jacksonville
Housing Finance Authority
 	
            St. Augustine
Apartments
 



 


 


Schedule 2-2






 



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






 



	
            
(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






 



	
            
(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






 



	
            
(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






 


	
             


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






 




	
            
(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






 



	
            
(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






 



	
            
(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






 



	
            
(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 ©) $1,200 per
year
 	
            Trust Indenture
(definition of “Ordinary Issuer Monitoring Fees and Expenses”)
 	
            Annually,
prorated and payable on each Interest Payment Date
 
	
            
(c)  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
 
	
            
(c)  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






 




	
             


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






 




	
            
(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






 




 



	
             


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






 




	
            
(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
 
	
             


VI.
        ADDITIONAL MORTGAGED PROPERTY

(February 23, 2006
Closing)

(St. Augustine
Apartments)

 

 
 
	
            TYPE
OF FEE
 	
            FEE

 	
            DOCUMENT
REFERENCE
 	
            TIMING

 
	
             


1.
            ISSUER FEE


(Jacksonville Housing
Finance Authority)

 
 	
            20 basis points
times the outstanding principal amount of the Bonds
 	
            See definition
of Issuer’s Fee in the Indenture
 	
            Semiannually in
arrears on each January 15th and July 15th
, commencing July 15, 2006
 
	
             


2.
            TRUSTEE FEE

 
 	
            $3,000

 	
            See definition
of Trustee’s Annual Fee in Indenture
 	
            Semiannually
payable in advance on each January 15 and July 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.
    TENDER AGENT FEE

 
 	
             


$1,000
 	
             


See Definition of Tender
Agent Fee in Indenture
 	
             


Semiannually payable in
advance on each January 15 and July 15
 
	
             


5.
    FACILITY FEE

 
 	
             

 	
             


See Section 10 of Amendment
No. 5 to Master Reimbursement Agreement

 
 	
             


 
 
	
            
(a)  Credit Enhancement Rate
 	
            44.5 basis
points
 	
            See Section 10
of Amendment No. 5 to Master Reimbursement Agreement

 
 	
            Payable prior
to the 15th of each month
 



 


 


Schedule 3-13






 



	
            
(b)  Principal Reserve Fund Rate
 	
            15 basis points

 	
            See Section 10
 of Amendment No. 5 to Master Reimbursement Agreement
 	
            Payable prior
to the 15th of each month
 
	
            
(c)  Loan Servicer’s Rate
 	
            10 basis points

 	
            See Section 10
 of Amendment No. 5 to Master Reimbursement Agreement
 	
            Payable prior
to the 15th of each month
 
	
            
(d)  Liquidity Rate
 	
            25 basis points

 	
            See Section 10
 of Amendment No. 5 to Master Reimbursement Agreement

 
 	
            Payable prior
to the 15th of each month
 
	
            
(e)  Swap Credit Enhancement Rate
 	
            To be
determined at the time of the purchase of a Swap 
 	
            See Section 10
of Amendment No. 5 to Master Reimbursement Agreement
 	
            Payable prior
to the 15th of each month
 



 


 

 


Schedule 3-14






 




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
 



 


ADDITIONAL MORTGAGED PROPERTY (February 23, 2006
Closing):



	
            PROPERTY NAME

  	
            PROPERTY
ADDRESS
  
	
            St. Augustine
Apartments 
 	
            Jacksonville,
Florida
 



 


SUBSTITUTED MORTGAGED PROPERTIES:


	
            PROPERTY NAME

  	
            PROPERTY
ADDRESS
  
	
            None 

 	
             

 



 


Schedule 4-1






 


 


 



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






 




	
            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%

 
	
            Tenth Loan Year

 	
            0.871%

 



 


 


Schedule 5-2






 



	
            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






 




	
            
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%
 



 


 


Schedule 5-4






 



 


 



	
            St.
Augustine Apartments (Loan Originated February _, 2006)
 	
             

 
	
            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

	
             

 



 


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 5-5






 



SCHEDULE 9


 


SCHEDULE OF DEPOSITS TO EACH PRINCIPAL RESERVE FUND



 


See attached schedules.


 


Schedule 9-1






 



Annex II


Property Description for Adjacent Property


 

 


Annex II-1