Exhibit 10.7


 


Freddie Mac Loan
Number: 708060749


 


Property Name: Village
Green of Ann Arbor


 


MULTIFAMILY
LOAN AND SECURITY AGREEMENT 

(CME)


 


(Revised
7-20-2012)


 


	Borrower:	VILLAGE
    GREEN OF ANN ARBOR ASSCIATES, LLC, a Michigan limited liability company
	Lender:	KEYCORP
    REAL ESTATE CAPITAL MARKETS, INC., an Ohio corporation
	Date:	As
    of September 12, 2012





 


 


Reserve
Fund Information


(See
Article IV)


 


  


	Imposition Reserves	Collect Insurance	Collect Taxes	Deferred water/sewer
	(fill in "Collect" or "Deferred"	 	 	 
	as appropriate for each item)  N/A Ground Rents	Deferred assessments/other
    charges



 


 


	Repair Reserve	Repairs required?	x Yes   ̈
    No
	 	If Yes, is a Reserve required?	xYes   ̈
    No


 


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


 


 


	Replacement Reserve	x
    Yes	If Yes: x
                           Funded



	Deferred
	 	 ̈
    No	 	 


 


 


	Rental Achievement Reserve	 ̈ Yes	If Yes: _________ Cash __________ Letter of Credit
	 	x No	 


  


 


	External Rate Cap Reserve	 ̈ Yes	x No


 


 


	Other Reserve(s)	 ̈
    Yes	x
    No


 


	 	If  Yes,
    specify:	 


 




    	 



    	 



    

  


TABLE
OF CONTENTS


  


	ARTICLE I             DEFINED
    TERMS; CONSTRUCTION	1
	 	 	 
	1.01	Defined Terms	1
	1.02	Construction	1
	 	 	 
	ARTICLE II          
    LOAN	2
	 	 	2
	2.01	Loan Terms	2
	2.02	Prepayment Premium	2
	2.03	Exculpation	2
	2.04	Application of Payments	2
	2.05	Usury Savings	2
	2.06	Adjustable Rate Mortgage - Third Party Cap Agreement	2
	 	 	 
	ARTICLE III          
    LOAN SECURITY AND GUARANTY	3
	 	 	 
	3.01	Security Instrument	3
	3.02	Reserve Funds	3
	3.03	Uniform Commercial Code Security Agreement	4
	3.04	Cap Collateral	4
	3.05	Guaranty	4
	 	 	
	ARTICLE IV          RESERVE
    FUNDS AND REQUIREMENTS	4
	 	 	 
	4.01	Reserves Generally	4
	4.02	Reserves for Truces, Insurance and Other Charges	5
	4.03	Repairs; Repair Reserve Fund	6
	4.04	Replacement Reserve Fund	6
	4.05	Rental Achievement Provisions	6
	4.06	Reserved	6
	4.07	External Cap Agreement Reserve Fund	6
	 	 	 
	ARTICLE V          
    REPRESENTATIONS AND WARRANTIES	7
	 	 	 
	5.01	Review of Documents	7
	5.02	Condition of Mortgaged Property	7
	5.03	No Condemnation	7
	5.04	Actions; Suits; Proceedings	7
	5.05	Environmental	7
	5.06	Commencement of Work; No Labor or Materialmen's Claims	8
	5.07	Compliance with Applicable Laws and Regulations	9
	5.08	Access; Utilities; True Parcels	9
	5.09	Licenses and Permits	9










 




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	5.10	No Other Interests	9
	5.11	Term of Leases	9
	5.12	No Prior Assignment; Prepayment of Rents	9
	5.13	Illegal Activity	10
	5.14	Taxes Paid	10
	5.15	Title Exceptions	10
	5.16	No Change in Facts or Circumstances	10
	5.17	Financial Statements	10
	5.18	ERISA - Borrower Status	11
	5.19	No Fraudulent Transfer or Preference	
	5.20	No Insolvency or Judgment	
	5.21	Working Capital	
	5.22	Cap Collateral	
	5.23	Ground Lease	
	5.24	Purpose of Loan	
	5.25	Survival	11
	 	 	 
	ARTICLE VI         
    BORROWER COVENANTS	13
	 	 	 
	6.01	Compliance with Laws	13
	6.02	Compliance with Organizational Documents	13
	6.03	Use of Mortgaged Property	13
	6.04	Non-Residential  Leases	14
	6.05	Prepayment of Rents	16
	6.06	Inspection	16
	6.07	Books and Records; Financial Reporting	17
	6.08	Taxes; Operating Expenses; Ground Rents	20
	6.09	Preservation, Management and Maintenance of Mortgaged Property	21
	6.10	Property and Liability Insurance	23
	6.11	Condemnation	31
	6.12	Environmental  Hazards	34
	6.13	Single Purpose Entity Requirements	36
	6.14	Repairs and Capital Replacements	41
	6.15	Residential Leases Affecting the Mortgaged Property	42
	6.16	Litigation; Government Proceedings	42
	6.17	Further Assurances and Estoppel Certificates; Lender's Expenses	42
	6.18	Cap Collateral	43
	6.19	Ground Lease	43
	6.20	BRISA Requirements	43
	 	 	 
	ARTICLE VII        TRANSFERS
    OF THE MORTGAGED PROPERTY OR INTERESTS IN BORROWER	44
	 	 	 
	7.01	Permitted Transfers	44
	7.02	Prohibited Transfers	45
	7.03	Conditionally Permitted Transfers	46




  


 




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	7.04	Preapproved Intrafamily Transfers	48
	7.05	Lender's Consent to Prohibited Transfers 	49
	 	 	 
	ARTICLE VIII       SUBROGATION	52
	 	 
	ARTICLE IX          EVENTS
                    OF DEFAULT AND REMEDIES



	52
	 	 	 
	9.01	Events of Default	52
	9.02	Protection of Lender's Security; Security Instrument Secures Future Advances	56
	9.03	Remedies	56
	9.04	Forbearance	57
	9.05	Waiver of Marshalling	58
	 	 	 
	ARTICLE X          
    RELEASE; INDEMNITY	58
	 	 	 
	10.01	Release	58
	10.02	Indemnity	59
	 	 	 
	ARTICLE XI         
    MISCELLANEOUS PROVISIONS	63
	 	 	 
	11.01	Waiver of Statute of Limitations, Offsets and Counterclaims	63
	11.02	Governing Law; Consent to Jurisdiction and Venue	63
	11.03	Notice	64
	11.04	Successors and Assigns Bound	65
	11.05	Joint and Several Liability	65
	11.06	Relationship of Parties; No Third Party Beneficiary	65
	11.07	Severability; Amendments	65
	11.08	Disclosure of Information	65
	11.09	Determinations by Lender	66
	11.10	Sale of Note; Change in Servicer; Loan Servicing	66
	11.11	Supplemental Financing	66
	11.12	Defeasance	70
	11.13	Lender's Rights to Sell or Securitize	75
	11.14	Cooperation with Rating Agencies and Investors	75
	11.15	Time is of the Essence   	75
	 	 	 
	ARTICLE XII         DEFINITIONS	75
	 	 
	ARTICLE XIII       INCORPORATION
    OF ATTACHED RIDERS 	91
	 	 
	ARTICLE XIV       INCORPORATION
    OF ATTACHED EXHIBIT	92







 




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MULTIFAMILY
LOAN AND SECURITY AGREEMENT


 


THIS
MULTIFAMILY LOAN AND SECURITY AGREEMENT ("Loan Agreement") is dated as of the 12th day of September, 2012
and is made by and between VILLAGE GREEN OF ANN ARBOR ASSOCIATES, LLC, a Michigan limited liability company
("Borrower"), and KEYCORP REAL ESTATE CAPITAL MARKETS, INC., an Ohio corporation (together with its
successors and assigns, "Lender").


 


RECITAL


 


Lender has agreed
to make and Borrower has agreed to accept a loan in the original principal amount of $43,200,000.00 ("Loan").
Lender is willing to make the Loan to Borrower upon the terms and subject to the conditions set forth in this Loan Agreement.


 


AGREEMENT


 


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


 


		ARTICLE I	DEFINITIONS;
                                         CONSTRUCTION.



 


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



 


		1.02	Construction. The captions
                                         and headings of the Articles and Sections of this Loan Agreement are for convenience
                                         only and will be disregarded in construing this Loan Agreement. Any reference in this
                                         Loan Agreement to an "Exhibit," an "Article" or a "Section"
                                         will, unless otherwise explicitly provided, be construed as referring, respectively,
                                         to an Exhibit attached to this Loan Agreement or to an Article or Section of this Loan
                                         Agreement. All Exhibits and Riders attached to or referred to in this Loan Agreement
                                         are incorporated by reference in this Loan Agreement. Any reference in this Loan Agreement
                                         to a statute or regulation will be construed as referring to that statute or regulation
                                         as amended from time to time. Use of the singular in this Loan Agreement includes the
                                         plural and use of the plural includes the singular. As used in this Loan Agreement, the
                                         term "including" means "including, but not limited to" and the term
                                         "includes" means "includes without limitation." The use of one gender
                                         includes the other gender, as the context may require. Unless the context requires otherwise,
                                         (a) any definition of or reference to any agreement, instrument or other document in
                                         this Loan Agreement will be construed as referring to such agreement, instrument or other
                                         document as from time to time amended, supplemented or otherwise modified (subject to
                                         any restrictions on such amendments, supplements or modifications set forth in this Loan
                                         Agreement), and (b) any reference in this Loan Agreement
                                         to any Person will be construed to include such Person's successors and assigns.



 




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		ARTICLE II	LOAN.



 


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



 


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



 


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



 


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



 


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



 


		2.06	Adjustable
                                         Rate Mortgage - Third Party Cap Agreement. If (a)
                                         the Note does not provide for interest to accrue at an adjustable or variable interest
                                         rate, and (b) a third party Cap Agreement is not required, then this Section 2.06 and
                                         Section 3.04 will be of no force or effect.



 


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



 




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



 


		ARTICLE III	LOAN
                                         SECURITY AND GUARANTY.



 


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



 


		3.02	Reserve
                                         Funds.



 


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



 


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



 


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



 


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



 


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



 




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



 


		3.04	Cap
                                         Collateral. Reserved.



 


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



 


		ARTICLE IV	RESERVE
                                         FUNDS AND REQUIREMENTS.



 


		4.01	Reserves Generally.



 


		(a)	Establishment
                                         of Reserve Funds; Investment of Deposits. Unless otherwise provided in Section 4.04,
                                         each Reserve Fund will be established on the date of this Loan Agreement and all Reserve
                                         Funds will be deposited in an Eligible Account at an Eligible Institution or invested
                                         in "permitted investments" as then defined and required by the Rating Agencies.
                                         Lender will not be obligated to open additional accounts or deposit Reserve Funds in
                                         additional institutions when the amount of any Reserve Fund exceeds the maximum amount
                                         of the federal deposit insurance or guaranty. Borrower acknowledges and agrees that it
                                         will not have the right to direct Lender as to any specific investment of monies in any
                                         Reserve Fund. Lender will not be responsible for any losses resulting from investment
                                         of monies in any Reserve Fund or for obtaining any specific level or percentage of earnings
                                         on such investment.



 


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



 


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



 




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



 


		4.02	Reserves
                                         for Taxes, Insurance and Other Charges.



 


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



 


[Collect]        Hazard
Insurance premiums or premiums for other Insurance required by Lender under Section 6.10


 


[Collect]        Taxes
and payments in lieu of taxes


 


[Deferred]      water
and sewer charges that could become a Lien on the Mortgaged Property


 


[N/A]             Ground
Rents


 


[Deferred]      assessments
or other charges that could become a Lien on the Mortgaged Property


 


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


 


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



 




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



 


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



 


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



 


		4.03	Repairs;
                                         Repair Reserve Fund. Reserved.



 


		4.04	Replacement
                                         Reserve Fund. See Rider.



 


		4.05	Rental
                                         Achievement Provisions. Reserved.



 


		4.06	Reserved.



 


		4.07	External
                                         Cap Agreement Reserve Fund. Reserved.



 




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		ARTICLE V	REPRESENTATIONS
                                         AND WARRANTIES.



 


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


 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 




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



 


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



 


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



 


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



 


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



 


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



 


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


 




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		5.07	Compliance
                                         with Applicable Laws and Regulations. To the best
                                         of Borrower's knowledge after due inquiry and investigation, (a) all Improvements and
                                         the use of the Mortgaged Property comply with all applicable statutes, rules and regulations,
                                         including all applicable statutes, rules and regulations pertaining to requirements for
                                         equal opportunity, anti-discrimination, fair housing, environmental protection, zoning
                                         and land use ("legal, non-conforming" status with respect to uses or structures
                                         will be considered to comply with zoning and land use requirements for the purposes of
                                         this representation), (b) the Improvements comply with applicable health, fire, and building
                                         codes, and (c) there is no evidence of any illegal activities relating to controlled
                                         substances on the Mortgaged Property.



 


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



 


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



 


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



 


		5.11	Term
                                         of Leases. All Leases for residential dwelling
                                         units with respect to the Mortgaged Property are on forms acceptable to Lender, are for
                                         initial terms of at least 6 months and not more than 2 years (unless otherwise approved
                                         in writing by Lender), and do not include options to purchase.



 


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



 




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



 


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



 


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



 


		5.16	No
                                         Change in Facts or Circumstances.



 


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



 


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



 


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



 


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



 




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		5.18	ERISA
                                         - Borrower Status. Borrower is not one of the following:



 


		(a)	An "investment company,"
                                         or a company under the Control of an "investment company," as such terms are
                                         defined in the Investment Company Act of 1940, as amended.



 


		(b)	An
                                         "employee benefit plan," as defined in Section 3(3) of BRISA, which is subject
                                         to Title I of BRISA and the assets of Borrower do not constitute "plan assets"
                                         of one or more such plans within the meaning of 29 C.F.R. Section 2510.3-101.



 


		5.25	No
                                         Fraudulent Transfer or Preference. No Borrower or Borrower Principal (a) has made,
                                         or is making in connection with and as security for the Loan, a transfer of an interest
                                         in property of the Borrower or Borrower Principal to or for the benefit of Lender or
                                         otherwise as security for any of the obligations under the Loan Documents which is or
                                         could constitute a voidable preference under federal bankruptcy, state insolvency or
                                         similar applicable creditors' rights laws, or (b) has made, or is making in connection
                                         with the Loan, a transfer (including any transfer to or for the benefit of an insider
                                         under an employment contract) of an interest of Borrower or any Borrower Principal in
                                         property, or (c) has incurred, or is incurring in connection with the Loan, any obligation
                                         (including any obligation to or for the benefit of an insider under an employment contract)
                                         within 2 years of the date of this Loan Agreement which is or could constitute a fraudulent
                                         transfer under federal bankruptcy, state insolvency, or similar applicable creditors'
                                         rights laws.



 


		5.26	No Insolvency or
                                         Judgment.



 


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



 


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



 


		5.27	Working
                                         Capital. After the Loan is made, Borrower intends to have sufficient working capital,
                                         including cash flow from the Mortgaged Property or other sources, not only to adequately
                                         maintain the Mortgaged Property, but also to pay all of Borrower's outstanding debts
                                         as they come due (other than any balloon payment due upon the maturity of the Loan).
                                         Lender acknowledges that no members or partners of Borrower or any Borrower Principal
                                         will be obligated to contribute equity to Borrower for purposes of providing working
                                         capital to maintain the Mortgaged Property or to pay Borrower's outstanding debts except
                                         as may otherwise be required under their organizational documents.



 




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		5.28	Cap
                                         Collateral. Reserved.



 


		5.29	Ground
                                         Lease. Reserved.



 


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



 


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



 


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



 


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



 


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



 


____being
simultaneously made to Borrower and/or Borrower's Affiliates


 


____made
previously to Borrower and/or Borrower's Affiliates


 


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


 


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



 




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		ARTICLE VI	BORROWER
                                         COVENANTS.



 


		6.01	Compliance
                                         with Laws. Borrower will comply with all laws,
                                         ordinances, rules, regulations and requirements of any Governmental Authority having
                                         jurisdiction over the Mortgaged Property and all licenses and permits and all recorded
                                         covenants and agreements relating to or affecting the Mortgaged Property, including all
                                         laws, ordinances, regulations, requirements and covenants pertaining to health and safety,
                                         construction of improvements on the Mortgaged Property, Repairs, Capital Replacements,
                                         fair housing, disability accommodation, zoning and land use, applicable building codes,
                                         special use permits and environmental regulations, Leases and the maintenance and disposition
                                         of tenant security deposits. Borrower will take appropriate measures to prevent, and
                                         will not engage in or knowingly permit, any il1egal activities at the Mortgaged Property,
                                         including those that could endanger tenants or visitors, result in damage to the Mortgaged
                                         Property, result in forfeiture of the Mortgaged Property, or otherwise materially impair
                                         the Lien created by the Security Instrument or Lender's interest in the Mortgaged Property.
                                         Borrower will at all times maintain records sufficient to demonstrate compliance with
                                         the provisions of this Section 6.01.



 


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



 


		6.03	Use
                                         of Mortgaged Property. Unless required by applicable
                                         law, without the prior written consent of Lender, Borrower will not take any of the following
                                         actions:



 


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



 


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



 


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



 


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



 


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



 




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



 


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



 


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


 


		6.04	Non-Residential
                                         Leases.



 


		(a)	Prohibited
                                         Ne w No n- Residential Leases or Modified No n- Residential Leases. Except as set
                                         forth in Section 6.04(b), Borrower will not enter into any New Non-Residential Lease,
                                         enter into any Modified Non-Residential Lease or terminate any Non-Residential Lease
                                         (including any Non-Residential Lease in existence on the date of this Loan Agreement)
                                         without the prior written consent of Lender.



 


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



 


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



 


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



 


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



 


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



 


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



 




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



 


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



 


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



 


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



 


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



 


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



 


		(G)	A
                                         burlesque or strip club.



 


		(H)	Any
                                         illegal activity.



 


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



 


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



 


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



 


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



 


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



 


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



 




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



 


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



 


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



 


		6.06	Inspection.



 


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



 


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



 




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



 


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


 


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


 


		6.07	Books
                                         and Records; Financial Reporting.



 


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



 


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



 


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



 


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



 


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



 




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



 


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



 


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



 


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



 


		(B)	A
                                         statement of changes in financial position of Borrower relating to the Mortgaged Property
                                         for that fiscal year.



 


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



 


		(D)	An
                                         accounting of all security deposits held pursuant to all Leases, including the name of
                                         the institution (if any) and the names and identification numbers of the accounts (if
                                         any) in which such security deposits are held and the name of the person to contact at
                                         such financial institution, along with any authority or release necessary for Lender
                                         to access information regarding such accounts.



 


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



 


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



 


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



 


		(ii)	Upon
                                         Lender's request in Lender's sole and absolute discretion prior to a Securitization,
                                         and thereafter upon Lender's request in Lender's Discretion, a statement that identifies
                                         all owners of any interest in Borrower and any Designated Entity for Transfers and the
                                         interest held by each (unless Borrower or any Designated Entity for Transfers is a publicly-traded
                                         entity in which case such statement of ownership will not be required), and if Borrower
                                         or a Designated Entity for Transfers is a corporation then all officers and directors
                                         of Borrower and the Designated Entity for Transfers, and if Borrower or a Designated
                                         Entity for Transfers is a limited liability company then all Managers who are not members,
                                         in each case within 10 days after such request.



 




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



 


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



 


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



 


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



 




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



 


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



 


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



 


		6.08	Taxes;
                                         Operating Expenses; Ground Rents.



 


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



 


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



 




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



 


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



 


		6.09	Preservation,
                                         Management and Maintenance of Mortgaged Property.



 


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



 


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



 


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



 




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		(d)	Property Management. Borrower
                                         will provide for professional management of the Mortgaged Property by the Property Manager
                                         or by a residential rental Property Manager satisfactory to Lender at all times under
                                         a property management agreement approved by Lender in writing. Borrower will not surrender,
                                         terminate, cancel, modify, renew or extend its property management agreement, or enter
                                         into any other agreement relating to the management or operation of the Property with
                                         Property Manager or any other Person, or consent to the assignment by the Property Manager
                                         of its interest under such property management agreement, in each case without the consent
                                         of Lender, which consent will not be unreasonably withheld. If at any time Lender consents
                                         to the appointment of a new Property Manager, such new Property Manager and Borrower
                                         will, as a condition of Lender's consent, execute an Assignment of Management Agreement
                                         in a form acceptable to Lender. If any such replacement Property Manager is an Affiliate
                                         of Borrower, and if a nonconsolidation opinion was delivered on the Closing Date, Borrower
                                         will deliver to Lender an updated nonconsolidation opinion in form and substance satisfactory
                                         to the Rating Agencies (unless waived by the Rating Agencies) with regard to nonconsolidation.



 


		(e)	Alteration of Mortgaged Property.



 


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



 


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



 


		(B)	Replacement of tangible Personalty.



 


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



 


		(D)	Repairs and Capital Replacements
                                         in connection with making an individual unit ready for a new occupant or pursuant to
                                         Sections 6.09(a) and (c).



 


		(E)	Repairs made in connection with
                                         and pursuant to the Repair Schedule of Work, if applicable.



 


		(ii)	Reserved.



 




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



 


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



 


		6.10	Property
                                         and Liability Insurance.



 


		(a)	Hazard and Other Insurance.
                                         At all times during the term of this Loan Agreement, Borrower will maintain, at its sole
                                         cost and expense, for the mutual benefit of Borrower and Lender, the following Insurance
                                         coverages:



 


		(i)	All-Risks
                                         of Physical Loss. Insurance against any peril included within the classification
                                         "All Risks of Physical Loss" in amounts not less than the Replacement Cost
                                         of the Mortgaged Property. In all cases where any of the Improvements or the use of the
                                         Mortgaged Property will at any time constitute legal non-conforming structures or uses
                                         under applicable legal requirements of any Governmental Authority, the policy referred
                                         to in this Section 6.10 will include "Ordinance and Law Coverage," with "Loss
                                         to the Undamaged Portion of the Building," "Demolition Cost" and "Increased
                                         Cost of Construction" endorsements, in the amount of coverage required by Lender
                                         and will either include a "Time Element" endorsement or the business income/rental
                                         value Insurance for the Mortgaged Property will be endorsed to cover income/rent loss
                                         arising out of any increased time necessary to repair or rebuild the Mortgaged Property
                                         due to the enforcement of any zoning laws.



 




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		(ii)	Commercial
                                         General Liability. Commercial general liability Insurance on an occurrence-based
                                         policy form that insures against legal liability resulting from bodily injury, property
                                         damage, personal injury and advertising injury, and includes contractual liability coverage
                                         and any and all claims, including all legal liability (to the extent insurable) imposed
                                         upon Borrower and all Attorneys' Fees and Costs arising out of or connected with the
                                         possession, use, leasing, operation, maintenance or condition of the Mortgaged Property
                                         with a combined limit of not less than $2,000,000 in the aggregate and $1,000,000 per
                                         occurrence; umbrella or excess liability coverage with minimum limits in the aggregate
                                         and per occurrence of $1,000,000 in coverage for each story of the Improvements with
                                         a maximum required coverage of $8,000,000 (provided, however, that if the Indebtedness
                                         is $3,000,000 or less and the Improvements have 3 stories or fewer, then no umbrella
                                         or excess liability coverage is required); and if the Borrower owns, leases, hires, rents,
                                         borrows, uses, or has another use on its behalf a vehicle in conjunction with the operation
                                         of the Mortgaged Property, vehicle liability Insurance of not less than $1,000,000 per
                                         occurrence. The maximum per occurrence deductible or self-insured retention, or combined
                                         deductible or self-insured retention, for all coverage required under this Section 6.10
                                         (a)(ii), will not exceed $35,000.



 


		(iii)	Business Income/Rental Value.
                                         Business income/rental value Insurance for the Mortgaged Property in an amount equal
                                         to at least the estimated gross Rents attributable to the Mortgaged Property for 12 months
                                         ( 18 months when (A) the Improvements have 5 or more stories, or (B) at all times during
                                         which the Indebtedness is equal to or greater than $50,000,000) based on gross Rents
                                         for the immediately preceding year and otherwise sufficient to avoid any co-insurance
                                         penalty; coverage will include a 90-day extended period of indemnity if (X) the Improvements
                                         have 5 or more stories, or (Y) the Indebtedness is equal to or greater than $25,000,000.
                                         The waiting period for this coverage will not exceed 72 hours.



 


		(iv)	Flood. If any portion of the
                                         Improvements is located within an area identified by the Federal Emergency Management
                                         Agency (or any successor) as a special flood hazard area ("SFHA"), flood
                                         Insurance in an amount equal to the greater of the following:



 


		(A)	The maximum flood Insurance available
                                         under the National Flood Insurance Program ("NFIP") for each building
                                         within a SFHA.



 


		(B)	The sum of the following for each
                                         building within a SFHA being insured:



 


		(1)	The Replacement Cost of all areas
                                         of the Improvements below grade.



 


		(2)	The Replacement Cost of the bottom
                                         two stories (above grade) of the Improvements.



 


		(3)	Any additional coverage dictated by
                                         the nature of the Mortgaged Property as determined by Lender in Lender's Discretion. 



 




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Such coverage may be purchased through excess carriers if the required coverage exceeds
                                         the maximum Insurance available under the NFIP.


 


		(v)	Boiler and Machinery. If the
                                         Mortgaged Property contains a central heating, ventilation and cooling system ("HVAC
                                         System") where steam boilers and/or other pressurized systems are in operation
                                         and are regulated by the Property Jurisdiction, Insurance providing coverage for damage
                                         to the HVAC System or other portions of the Mortgaged Property, if the damage is the
                                         result of an explosion of steam boilers, pressure vessels or similar apparatus now or
                                         hereafter installed at the Mortgaged Property, with minimum limits at least equal to
                                         the Replacement Cost of the building housing the HVAC System, including the Replacement
                                         Cost of the HVAC System.



 


		(vi)	Terrorism. Insurance coverage
                                         required under Section 6. 10(a)(i) through (iii) will cover perils of terrorism and acts
                                         of terrorism. Such coverage may be provided through one or more separate policies, which
                                         will be on terms (including amounts) consistent with those required under Section 6.
                                         10(a)(i) through (iii).



 


		(vii)	Builder's All Risk. During
                                         any period of Restoration, builder's "All Risk" Insurance (including fire and
                                         other perils within the scope of a policy known as a "Causes of Loss - Special Form"
                                         or "All Risk" policy) in an amount at least equal to 100% of the sum of the
                                         contract or contracts and all materials to complete the Restoration (as determined by
                                         Lender in Lender's Discretion).



 


		(viii)	Earthquake. If Lender requires
                                         earthquake Insurance, the amount of coverage will be equal to the greater of the following:



 


		(A)	$1,000,000.



 


		(B)	150% of the difference between the
                                         following items:



 


		(1)	The Replacement Cost of the Mortgaged
                                         Property multiplied by the probable maximum loss for the Mortgaged Property, as determined
                                         by a Site Specific Seismic Report.



 


		(2)	The Replacement Cost of the Mortgaged
                                         Property multiplied by the projected loss with a 20% probable maximum loss.



 


Lender
will not require earthquake Insurance if the probable maximum loss for the Mortgaged Property is less than 20%. If any updated
reports or other documentation are reasonably required by Lender in order to determine whether such additional Insurance is necessary
or prudent, Borrower will pay for all such documentation at its sole cost and expense.


 




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		(ix)	Windstorm. If windstorm and/or
                                         windstorm related perils and/or "named storms" ("Windstorm
                                         Coverage") are excluded from the "All Risks" policy required
                                         under Section 6.10(a)(i), Borrower will obtain separate coverage for such risks, either
                                         through an endorsement or a separate policy. Windstorm Coverage will be written in an
                                         amount equal to 100% of the Replacement Cost. Business income/rental value Insurance
                                         required under Section 6. 10(a)(iii) will be in force for all losses covered by Windstorm
                                         Coverage.



 


		(x)	Other. Such other Insurance
                                         against loss or damage with respect to the Improvements and Personalty located on the
                                         Mortgaged Property as required by Lender (including liquor/dramshop and Mold Insurance)
                                         provided such Insurance is of the kind for risks from time to time customarily insured
                                         against and in such minimum coverage amounts and maximum deductibles as are generally
                                         required by institutional lenders for properties comparable to the Mortgaged Property
                                         or which Lender may deem necessary in Lender's Discretion.



 


All Insurance
required pursuant to Section 6.10(a)(i) and Section 6. 10(a)(iii) through (x) will be referred to as "Hazard
Insurance."


 


		(b)	Deductibles.
                                         The Insurance required pursuant to Section 6.10(a)(i), (iv), (v), (vi), (vii) and
                                         (ix) will have a per occurrence deductible meeting the following requirements:



 


		(i)	The deductible will not exceed $50,000
                                         if the Replacement Cost of the Mortgaged Property is less than $10,000,000.



 


		(ii)	The
                                         deductible will not exceed $75,000 if the Replacement Cost of the Mortgaged Property
                                         is equal to or greater than $10,000,000.



 


		(iii)	For
                                         Windstorm Coverage the deductible will not exceed 5% of the Replacement Cost if the Mortgaged
                                         Property is located (1) in Florida, or (2) within 50 miles of the coast of any East Coast
                                         or Gulf Coast state.



 


		(iv)	For
                                         flood insurance provided under the NFIP, the deductible will comply with the NFIP deductible
                                         for the type of improvement insured.



 


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



 


		(d)	Policy
                                         Requirements. All policies will be in a form approved by Lender. All policies of
                                         Hazard Insurance will include a standard non-contributing, non- reporting mortgagee clause
                                         in favor of, and in a form approved by, Lender. All policies for general liability Insurance
                                         will contain a standard additional insured provision, in favor of, and in a form approved
                                         by Lender. If any policy referred to in this Section 6.10 contains a coinsurance clause,
                                         such coinsurance clause will be offset by an agreed amount endorsement in an amount not
                                         less than the Replacement Cost. All Insurance policies and renewals of Insurance policies
                                         required by this Section 6.10 will be for such periods as Lender may from time to time
                                         require. Unless required otherwise by state law, all policies of Hazard Insurance will
                                         provide that the insurer will notify the named mortgagee in writing at least 10 days
                                         before the cancelation of the policy for nonpayment of the premium or nonrenewal and
                                         at least 30 days before cancelation for any other reason .



 




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		(e)	Evidence of Insurance; Renewals.
                                         Borrower will deliver to Lender a legible copy of each Insurance policy (or duplicate
                                         original), and Borrower will promptly deliver to Lender a copy of all renewal and other
                                         notices received by Borrower with respect to the policies. Borrower will ensure that
                                         the Mortgaged Property is continuously covered by the required Insurance policies and
                                         will deliver to Lender, at least 15 days prior to the expiration of each Insurance policy,
                                         evidence acceptable to Lender in Lender's Discretion that each policy has been renewed.
                                         If the evidence of a
                                         renewal does not include a legible copy of the renewal policy (or duplicate original),
                                         Borrower will deliver a legible copy of such renewal policy (or duplicate original) in
                                         a form satisfactory to Lender in Lender's Discretion prior to the earlier of (i) 60 days
                                         after the expiration date of the original policy, or (ii) the date of any Notice to Lender
                                         under Section 6.10(i).



 


		(f)	Insurance
                                         Company Rating Requirements. Borrower will maintain the Insurance coverage described
                                         in this Section 6.10 with companies acceptable to Lender having the following ratings:



 


		(i)	A rated claims paying ability rating
                                         of at least "A-" for financial strength or its equivalent by A.M. Best Company.



 


		(ii)	A financial size rating or its equivalent
                                         by A.M. Best Company of at least one of the following:



 


		(A)	"VII"
for companies with an Aggregate Carrier Exposure of $5,000,000 or less.






 


		(B)	"VIII" for companies with
                                         an Aggregate Carrier Exposure greater than $5,000,000 and less than or equal to $25,000,000.



 


		(C)	"IX"
                                         for companies with an Aggregate Carrier Exposure greater than $25,000,000 and a rated
                                         claims paying ability of at least one of the following:



 


		(1)	"A-" or its equivalent by
                                         Fitch, Inc.



 


		(2)	"A-" or its equivalent by
                                         Standard & Poor's Ratings
                                         Services, a division of The McGraw-Hill Companies, Inc.



 


		(3)	"A3" or its equivalent by
                                         Moody's Investors Service, Inc.



 




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All insurers
providing Insurance required by this Loan Agreement will be authorized to issue Insurance in the Property Jurisdiction.


 


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



 


		(h)	Blanket Insurance; Master Program.
                                         Borrower may provide Insurance coverage described in this Section 6.10 under a blanket
                                         insurance policy or master program which provides one "per occurrence" (per
                                         peril) limit of coverage for two or more properties ("Blanket Insurance Policy")
                                         provided that each of the following conditions is met:



 


		(i)	The Blanket Insurance Policy is acceptable
                                         to Lender in Lender's Discretion.



 


		(ii)	The coverages under the Blanket Insurance
                                         Policy meet the requirements of this Section 6.10.



 


		(iii)	Borrower will provide evidence acceptable
                                         to Lender in Lender's Discretion that the per occurrence limit of the Insurance coverages
                                         provided by the Blanket Insurance Policy will be no less than the Replacement Cost of
                                         the property with the largest replacement cost exposure covered by the Blanket Insurance
                                         Policy unless a higher amount is required by Lender in Lender's Discretion.



 


		(iv)	The maximum per occurrence deductible
                                         for the Blanket Insurance Policy providing property damage coverage and/or Windstorm
                                         Coverage is as follows:



  


	Aggregate  Replacement

    Cost of the covered

    properties	Maximum
    per occurrence

    deductible
	$5,000,000
    or less	$50,000
	Greater
    than  $5,000,000 but less than or equal to $7,500,000	$75,000
	Greater
    than $7,500,000	1%
    of the Replacement Cost of the covered properties (to a maximum of $250,000)


 




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However,
if the Blanket Insurance Policy provides Windstorm Coverage and the Mortgaged Property is located (A) in Florida, or (B) within
50 miles of the coast of any East Coast or Gulf Coast state, then the maximum per occurrence deductible for Windstorm Coverage
will not exceed 5% of the aggregate Replacement Cost of the covered properties.


 


		(v)	The
                                         minimum umbrella or excess liability coverage required if the Blanket Insurance Policy
                                         provides commercial general liability Insurance is as follows:



   


	Number
    of

    properties  covered

    by the policy	Number
    of

    stories in any of

    the covered

    properties	Minimum
    umbrella or

    excess liability
	2
    to 3	3
    or fewer	$3,000,000
	2
    to 3	More
    than 3	$10,000,000
	4
    to 5	3
    or fewer	$5,000,000
	4
    to 5	More
    than 3	$12,000,000
	6
    to 10	3
    or fewer	$7,000,000
	6
    to 10	More
    than 3	$15,000,000
	11
    to 19	3
    or fewer	$9,000,000
	11
    to 19	More
    than 3	$20,000,000
	20
    or more	3
    or fewer	$15,000,000
	20
    or more	More
    than 3	$30,000,000


 


		(i)	Obligations
                                         Upon Casualty; Proof of Loss.



 


		(i)	In the event of loss, Borrower will
                                         give immediate written notice to the Insurance carrier and to Lender.



 


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



 




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		(A)	Require
                                         a "repair or replacement" settlement, in which case the proceeds will be used
                                         to reimburse Borrower for the cost of restoring and repairing the Mortgaged Property
                                         to the equivalent of its original condition or to a condition approved by Lender ("Restoration").
                                         If Lender determines to require a repair or replacement settlement and to apply Insurance
                                         proceeds to Restoration, Lender will apply the proceeds in accordance with Lender's then-current
                                         policies relating to the Restoration of casualty damage on similar multifamily properties.



 


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



 


		(iii)	Subject to Section 6. 10(j), Borrower
                                         may take the following actions:



 


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



 


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



 


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



 


		(i)	An Event of Default (or any event,
                                         which, with the giving of Notice or the passage of time, or both, would constitute an
                                         Event of Default) has occurred and is continuing.



 


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



 


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



 




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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


		6.11	Condemnation.



 


		(a)	Rights Generally. Borrower
                                         will promptly notify Lender in writing of any action or proceeding or notice relating
                                         to any proposed or actual condemnation or other taking, or conveyance in lieu thereof,
                                         of all or any part of the Mortgaged Property, whether direct or indirect ("Condemnation").
                                         Borrower will appear in and prosecute or defend any action or proceeding relating
                                         to any Condemnation unless otherwise directed by Lender in writing. Borrower authorizes
                                         and appoints Lender as attorney in fact for Borrower to commence, appear in and prosecute,
                                         in Lender's or Borrower's name, any action or proceeding relating to any Condemnation
                                         and to settle or compromise any claim in connection with any Condemnation, after consultation
                                         with Borrower and consistent with commercially reasonable standards of a prudent lender.
                                         This power of attorney is coupled with an interest and therefore is irrevocable. However,
                                         nothing contained in this Section 6.1l(a) will require Lender to incur any expense or
                                         take any action. Borrower transfers and assigns to Lender all right, title and interest
                                         of Borrower in and to any award or payment with respect to (i) any Condemnation, or any
                                         conveyance in lieu of Condemnation, and (ii) any damage to the Mortgaged Property caused
                                         by governmental action that does not result in a Condemnation.



 




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



 


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



 


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



 


		(i)	An
                                         Event of Default (or any event, which, with the giving
                                         of Notice or the passage of time, or both, would constitute an Event of Default) has
                                         occurred and is continuing.



 


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



 




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



 


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



 


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



 


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



 


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



 


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



 


		(e)	Right
                                         to Apply Condemnation Proceeds in Connection with a Partial Release. Notwithstanding
                                         anything to the contrary set forth in this Loan Agreement, including this Section 6.11,
                                         for so long as the Loan or any portion thereof is included in a Securitization, if any
                                         portion of the Mortgaged Property is released from the Lien of the Loan in connection
                                         with a Condemnation and if the ratio of the unpaid principal balance of the Loan to (ii)
                                         the value of the Mortgaged Property (taking into account only the related land and buildings
                                         and not any personal property or going-concern value), as determined by Lender in its
                                         sole and absolute discretion based on a commercially reasonable valuation method permitted
                                         in connection with a Securitization, is greater than 125% immediately after such Condemnation
                                         and before any Restoration or repair of the Mortgaged Property (but taking into account
                                         any planned Restoration or repair of the Mortgaged Property as if such planned Restoration
                                         or repair were completed) Lender will apply any net proceeds or awards from such Condemnation,
                                         in full, to the payment of the principal of the Indebtedness whether or not then due
                                         and payable, unless Lender will have received an opinion of counsel that a different
                                         application of such net proceeds or awards will not cause such Securitization to fail
                                         to meet applicable federal income tax qualification requirements or subject such Securitization
                                         to any tax.



 




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



 


		6.12	Environmental
                                         Hazards.



 


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



 


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



 


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



 


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



 


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



 




    	Multifamily Loan and Security Agreement (CME)	Page 34



    	 



    

  


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



 


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



 


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


 


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






 




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



 


		6.13	Single
                                         Purpose Entity Requirements.



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 




    	Multifamily Loan and Security Agreement (CME)	Page 36



    	 



    

  


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



 


		(B)	Institute proceedings under any
                                         applicable insolvency law.



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


		(x)	It
                                         will not incur any debt, secured or unsecured, direct or contingent (including guaranteeing
                                         any obligation), other than, (A) the Indebtedness (and any further indebtedness as described
                                         in Section 11.11 with regard to Supplemental Instruments), and (B) customary unsecured
                                         trade payables incurred in the ordinary course of owning and operating the Mortgaged
                                         Property provided the same are not evidenced by a promissory note, do not exceed, in
                                         the aggregate, at any time a maximum amount of 2% of the original principal amount of
                                         the Indebtedness and are paid within 60 days of the date incurred.



 




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



 


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



 


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



 


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



 


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



 


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



 




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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


		(A)	Be formed and organized under Delaware
                                         law.



 


		(B)	Have either one springing member
                                         that is a corporation whose stock is 100% owned by the sole member of Borrower and that
                                         satisfies the requirements for a corporate springing member set forth below in this Section
                                         or two springing members who are natural persons.



 




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		(C)	Otherwise comply with all Rating
                                         Agencies criteria for single member limited liability companies (including the delivery
                                         of Delaware single member limited liability company opinions acceptable in all respects
                                         to Lender and to the Rating Agencies). If
                                         the springing member is a corporation, such springing member will at all times
                                         comply, and will cause Borrower or SPE Equity Owner (as applicable) to comply, with each
                                         of the representations, warranties and covenants contained in Section 6.13 as if such
                                         representation, warranty or covenant were made directly by such corporation. If there
                                         is more than one springing member, only one springing member will be the sole member
                                         of Borrower or SPE Equity Owner (as applicable) at any one time, and the second springing
                                         member will become the sole member only upon the first springing member ceasing to be
                                         a member.



 


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



 


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



 


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



 


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



 


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



 


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



 




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



 


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



 


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



 


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



 


		6.14	Repairs
                                         and Capital Replacements.



 


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



 


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



 




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



 


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



 


		6.15	Residential
                                         Leases Affecting the Mortgaged Property.



 


		(a)	Borrower
                                         will, promptly upon Lender's request, deliver to Lender an executed copy of each residential
                                         Lease then in effect. All Leases for residential dwelling units will be on forms acceptable
                                         to Lender, will be for initial terms of at least 6 months and not more than 2 years,
                                         and will not include options to purchase.



 


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



 


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



 


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



 


		6.16	Litigation;
                                         Government Proceedings. Borrower will give prompt
                                         Notice to Lender of any litigation or governmental proceedings pending or, to the best
                                         of Borrower's knowledge, threatened in writing against Borrower which might have a Material
                                         Adverse Effect.



 


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



 




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		(a)	Deliver to Lender a written statement,
                                         signed and acknowledged by Borrower, certifying to Lender or any Person designated by
                                         Lender, as of the date of such statement, (i) that the Loan Documents are unmodified
                                         and in full force and effect (or, if there have been modifications, that the Loan Documents
                                         are in full force and effect as modified and setting forth such modifications), (ii)
                                         the unpaid principal balance of the Note, (iii) the date to which interest under the
                                         Note has been paid, (iv) that Borrower is not in default in paying the Indebtedness or
                                         in performing or observing any of the covenants or agreements contained in this Loan
                                         Agreement or any of the other Loan Documents (or, if Borrower is in default, describing
                                         such default in reasonable detail), (v) whether there are any then-existing setoffs or
                                         defenses known to Borrower against the enforcement of any right or remedy of Lender under
                                         the Loan Documents, and (vi) any additional facts requested by Lender.



 


		(b)	Execute, acknowledge and/or deliver,
                                         at its sole cost and expense, all further acts, deeds, conveyances, assignments, estoppel
                                         certificates, financing statements or amendments, transfers and assurances as Lender
                                         may require from time to time in order to better assure, grant and convey to Lender the
                                         rights intended to be granted, now or in the future, to Lender under this Loan Agreement
                                         and the Loan Documents or in connection with Lender's consent rights under Article VII.



 


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


 


		6.18	Cap Collateral. Reserved.



 


		6.19	Ground Lease. Reserved.



 


		6.20	ERISA Requirements.



 


		(a)	Borrower wil1 not engage in any
                                         transaction which would cause an obligation, or action taken or to be taken under this
                                         Loan Agreement (or the exercise by Lender of any of its rights under the Note, this Loan
                                         Agreement or any of the other Loan Documents) to be a non-exempt (under a statutory or
                                         administrative class exemption) prohibited transaction under BRISA.



 


		(b)	Borrower will deliver to Lender
                                         such certifications or other evidence from time to time throughout the term of this Loan
                                         Agreement, as requested by Lender in Lender's Discretion, that (i) Borrower is not an
                                         "employee benefit plan" as defined in Section 3(3) of BRISA, which is subject
                                         to Title I of ERISA, or a "governmental plan" within the meaning of Section
                                         3(32) of BRISA, (ii) Borrower is not subject to state statutes regulating investments
                                         and fiduciary obligations with respect to governmental plans, and (iii) one or more of
                                         the following circumstances is true:



 




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



 


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






 


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



 


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



 


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


 


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



 


		(a)	A Transfer to which Lender has consented.



 


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



 


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



 


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



 


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



 


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



 




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



 


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



 


		(i)	A Supplemental Instrument that complies
                                         with Section 11.11 or Defeasance that complies with Section 11.12.



 


		(j)	A Preapproved Intrafamily Transfer
                                         pursuant to Section 7.04, if applicable.



 


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



 


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



 


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



 


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



 


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



 




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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 




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



 


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



 


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



 


		(v)	Borrower or Beneficiary causes to
                                         be delivered to Lender such legal opinions as Lender deems necessary, in Lender's Discretion,
                                         including an opinion that the Beneficiary and any SPE Equity Owner of Beneficiary is
                                         in compliance with Section 6.13 (if applicable), a nonconsolidation opinion (if a nonconsolidation
                                         opinion was delivered on the Closing Date and if required by Lender), an opinion that
                                         the ratification of the Loan Documents and Guaranty (if applicable) have been duly authorized,
                                         executed, and delivered and that the ratification documents and Guaranty (if applicable)
                                         are enforceable as the obligations of Borrower, Beneficiary or Guarantor, as applicable.



 


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



 


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



 


		(i)	Borrower provides Lender with at least
                                         30 days prior Notice of the proposed grant and pays the Transfer Review Fee to Lender.



 


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



 


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



 




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		(iv)	If the Note is held by a REMIC trust,
                                         if required by Lender, Borrower provides an opinion of counsel for Borrower, in form
                                         and substance satisfactory to Lender in its sole and absolute discretion, confirming
                                         each of the following:



 


		(A)	The grant of such easement has been
                                         effected in accordance with the requirements of Treasury Regulation Section l.860G-2(a)(8)
                                         (as such regulation may be modified, amended or replaced from time to time).



 


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



 


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



 


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



 


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



 


		(ii)	The
                                         acquisition by a single Public Fund/REIT Securities holder of an ownership percentage
                                         of 10% or more in the Designated Entity for Transfers, if Borrower provides notice of
                                         that acquisition to Lender within 30 days following the acquisition.



 


		(d)	Reserved.



 


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



 


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



 


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



 


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



 


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



 




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



 


		(v)	A sale or transfer to an entity owned
                                         and under the Control of the transferor or the transferor's Immediate Family Members.



 


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



 


		(i)	Borrower provides Lender with 30 days
                                         prior Notice of the proposed Preapproved Intrafamily Transfer, along with the Transfer
                                         Review Fee.



 


		(ii)	Jonathan Holtzman continues to manage
                                         (either directly or through an entity) the day to day operations of Borrower.



 


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



 


		(iv)	Lender collects all costs, including
                                         the cost of all title searches, title insurance and recording costs, and all Attorneys'
                                         Fees and Costs; provided, however, that Lender will not be entitled to collect a Transfer
                                         Fee.



 


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



 


		(vi)	Lender
                                         receives confirmation acceptable to Lender, in Lender's Discretion, that Section 6.13
                                         continues to be satisfied.



 


		7.05	Lender's Consent to Prohibited
                                         Transfers.



 


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



 


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



 




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



 


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



 


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



 


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



 


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



 


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



 


		(viii)	If
                                         a Supplemental Instrument is outstanding, Borrower has obtained the consent of the Supplemental
                                         Lender.



 


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



 


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



 


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



 


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



 




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



 


		(xi)	Lender
                                         has received such legal opinions as Lender deems necessary, including an opinion that
                                         the transferee and any SPE Equity Owner is in compliance with Section 6.13, a nonconsolidation
                                         opinion (if a nonconsolidation opinion was delivered on the Closing Date and if required
                                         by Lender), an opinion that the assignment and assumption of the Loan Documents has been
                                         duly authorized, executed, and delivered and that the assignment documents and the Loan
                                         Documents are enforceable as the obligations of Borrower, transferee and Guarantor, as
                                         applicable.



 


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



 


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



 


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



 


		(i)	If
                                         Borrower delivers to Lender a current Site Assessment which (A) is dated within 90 days
                                         prior to the date of the proposed Transfer, and (B) evidences no presence of Hazardous
                                         Materials on the Mortgaged Property and no other Prohibited Activities or Conditions
                                         with respect to the Mortgaged Property ("Clean Site Assessment"), then
                                         Lender will release Borrower from any liability under Section 6.12 or Section 10.02(b)
                                         with respect to any indemnified matters created or arising solely from any Prohibited
                                         Activities or Conditions first existing after the date of the Transfer, provided such
                                         loss, liability, damage, claim, cost or expense does not directly or indirectly arise
                                         from or relate to any Prohibited Activities or Conditions existing prior to the date
                                         of the Transfer.



 


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



 




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



 


		(i)	If Borrower delivers to Lender
                                         a Clean Site Assessment, then Lender will release Guarantor from Guarantor's obligation
                                         to guaranty Borrower's liability under Section 6.12 or Section 10.02(b) with respect
                                         to any indemnified matters created or arising solely from any Prohibited Activities or
                                         Conditions first existing after the date of the Transfer, provided such loss, liability,
                                         damage, claim, cost or expense does not directly or indirectly arise from or relate to
                                         any Prohibited Activities or Conditions existing prior to the date of the Transfer.



 


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



 


		ARTICLE VIII	SUBROGATION.



 


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


 


		ARTICLE IX	EVENTS
                                         OF DEFAULT AND REMEDIES.



 


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



 


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



 


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



 


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



 


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



 




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



 


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



 


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



 


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



 


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



 


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



 


		(k)	Any of the following occurs:



 


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



 




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



 


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



 


		(iv)	Borrower or any SPE Equity Owner
                                         takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence
                                         in, any of the acts set forth in Section 9.0l (k)(i), (ii) or (iii).



 


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



 


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



 


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



 


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



 




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



 


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



 


		(ii)	Either
                                         (A) the case is dismissed or discharged within 90 days after filing, or (B) within 90
                                         days following the date of such filing or commencement, the affected Guarantor is replaced
                                         with one or more other Persons acceptable to Lender, in Lender's Discretion, each of
                                         whom executes and delivers to Lender a replacement Guaranty in form and content acceptable
                                         to Lender, together with such legal opinions as Lender deems necessary; provided, however,
                                         that if Lender determines, in Lender's Discretion, that any proposed replacement Guarantor
                                         is not acceptable, then the action will constitute a prohibited Transfer governed by
                                         Section 7.02.



 


		(iii)	If Lender approves a replacement
                                         Guarantor, Borrower pays the Transfer Review Fee to Lender.



 


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



 


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



 


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



 


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



 


		(ii)	The dissolution of any Guarantor
                                         who is an entity, unless within 30 days following the dissolution of the Guarantor, Borrower
                                         causes one or more Persons acceptable to Lender, in Lender's Discretion, to execute and
                                         deliver to Lender a guaranty in a form acceptable to Lender and in substantially the
                                         same form as the Guaranty executed on the Closing Date, without any cost or expense to
                                         Lender.



 




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



 


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



 


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



 


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



 


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



 


		9.03	Remedies.



 


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



 


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



 




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



 


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



 


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



 


		9.04	Forbearance.



 


		(a)	Lender may (but will not be obligated
                                         to) agree with Borrower, from time to time, and without giving Notice to, or obtaining
                                         the consent of, or having any effect upon the obligations of, any Guarantor or other
                                         third party obligor, to take any of the following actions:



 


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



 


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



 


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



 


		(iv)	Accept
                                         a renewal of the Note.



 


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



 


		(vi)	Join
                                         in any extension or subordination agreement.



 


		(vii)	Release
                                         any portion of the Mortgaged Property.



 


		(viii)	Take
                                         or release other or additional security.



 


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



 




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



 


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



 


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



 


		ARTICLE X	RELEASE;
                                         INDEMNITY.



 


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



 




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		10.02	Indemnity.



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 




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		(d)	Securitization Indemnification.



 


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



 


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



 


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



 


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



 


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



 


		(2)	The Loan.



 


		(3)	The Mortgaged Property.



 


Borrower
Information includes (i) representations and warranties made in the Loan Documents, (ii) financial statements of Borrower, any
SPE Equity Owner, any Designated Entity for Transfers or any Guarantor, and (iii) operating statements and rent rolls with respect
to the Mortgaged Property.


 


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



 


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



 


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



 




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



 


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



 


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



 


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



 


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



 


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



 


		(2)	Each of its directors and officers.



 


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



 


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



 


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



 


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



 




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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 




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



 


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



 


		ARTICLE XI	MISCELLANEOUS
                                         PROVISIONS.



 


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



 


		11.02	Governing Law; Consent to
                                         Jurisdiction and Venue.



 


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



 


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



 




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		11.03	Notice.



 


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



 


	If
    to Lender:	c/o KeyBank Real Estate
        Capital – Servicing Department 11501OutlookStreet, Suite #300 Overland Park, Kansas 66211

        Mailcode:
        KS-01-11-0501

        Attention:
        Servicing Manager

         

	If
    to Borrower:	30833 Northwestern
        Highway, Suite 300

        Farmington
        Hills, Michigan 48334

        Attention:
        Jonathan Holtzman

         

        and

        c/o Bluerock
        Real Estate, L.L.C.

        70 East
        Fifth Street, 9th Floor New York, New York 10022

        Attention:
        Jordan Ruddy



 


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



 


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



 




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



 


		11.05	Joint
                                         and Several Liability. If more than one Person
                                         signs this Loan Agreement as Borrower, the obligations of such Persons will be joint
                                         and several.



 


		11.06	Relationship of Parties;
                                         No Third Party Beneficiary.



 


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



 


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



 


		11.07	Severability; Amendments.



 


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



 


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



 


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



 




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



 


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



 


		11.11	Supplemental
                                         Financing.



 


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



 


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



 


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



 




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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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


 


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



 


		(Y)	If the loan has an external interest
                                         rate cap, the external interest rate cap.



 


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



 


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


 




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



 


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



 


		(I)	the
                                         Indebtedness under this Loan Agreement,



 


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



 


		(III)	the
                                         proposed "Indebtedness" for any Supplemental Loan,



 


to


 


		(B)	the
                                         value of the Mortgaged Property.



 


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


 


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



 


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



 




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



 


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



 


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



 


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



 


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



 


		(xiii)	Notwithstanding
                                         anything to the contrary in Article IV, Borrower will make all required deposits under
                                         the Senior Indebtedness for the payment of any Impositions, so long as a Supplemental
                                         Loan is outstanding, and such deposits will be credited to the payment of any such required
                                         Impositions under any Supplemental Loan.



 


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



 


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



 


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



 


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



 


		(ii)	Payment history of the Senior Indebtedness.



 


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



 




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



 


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



 


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



 


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



 


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


 


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



 


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



 


		11.12	Defeasance.
                                         (Section Applies if Loan
                                         is Assigned to REMIC Trust Prior to the Cut-off Date).
                                         This Section 11.12 will apply if the Note
                                         is assigned to a REMIC trust prior to the Cut-off Date, and, subject to Section l 1.12(a)
                                         and (c), Borrower will have the right to defease the Loan in whole ("Defeasance")
                                         and obtain the release of the Mortgaged Property from the Lien of the Security
                                         Instrument upon the satisfaction of each of the following conditions:



 


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



 


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



 


		(ii)	During the Lockout Period.



 


		(iii)	After the expiration of the Defeasance
                                         Period.



 




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



 


		(b)	Borrower
                                         will give Lender Notice ("Defeasance Notice") specifying a Business
                                         Day ("Defeasance Closing Date") on which Borrower desires to close the
                                         Defeasance. The Defeasance Closing Date specified by Borrower may not be more than 60
                                         calendar days, nor less than 30 calendar days, after the date on which the Defeasance
                                         Notice is received by Lender. Lender will acknowledge receipt of the Defeasance Notice
                                         and will state in such receipt whether Lender will designate the Successor Borrower or
                                         will permit Borrower to designate the Successor Borrower.



 


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



 


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



 


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



 


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



 


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



 



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		(f)	Each of the following documents
                                         must be delivered to Lender on or prior to the Defeasance Closing Date:



 


		(i)	An opinion of counsel for Borrower,
                                         in form and substance satisfactory to Lender, to the effect that Lender has a valid and
                                         perfected Lien and security interest of first priority in the Defeasance Collateral and
                                         the proceeds thereof.



 


		(ii)	An opinion of counsel for Borrower,
                                         in form and substance satisfactory to Lender, to the effect that the Pledge Agreement
                                         is duly authorized, executed, delivered and enforceable against Borrower in accordance
                                         with the respective terms.



 


		(iii)	Unless waived by Lender or
                                         unless Lender designates the Successor Borrower, an opinion of counsel for Successor
                                         Borrower, in form and substance satisfactory to Lender, to the effect that the Transfer
                                         and Assumption Agreement is duly authorized, executed, delivered and enforceable against
                                         Successor Borrower in accordance with the respective terms.



 


		(iv)	Unless waived by Lender or unless
                                         Lender designates the Successor Borrower, an opinion of counsel for Successor Borrower,
                                         in form and substance satisfactory to Lender, to the effect that the Successor Borrower
                                         has been validly created.



 


		(v)	If
                                         Borrower designates the Successor Borrower, an opinion
                                         of counsel for Successor Borrower, in form and substance satisfactory to Lender and to
                                         the Rating Agencies, with regard to nonconsolidation of the assets of the Successor Borrower
                                         with those of its Affiliates by a bankruptcy court.



 


		(vi)	Unless waived by Lender, an
                                         opinion of counsel for Borrower, in form and substance satisfactory to Lender, confirming
                                         each of the following:



 


		(A)	If, as
                                         of the Defeasance Closing Date, the Note is held by a REMIC trust, (1) the Defeasance
                                         has been effected in accordance with the requirements of Treasury Regulation Section
                                         1.860G- 2(a)(8) (as such regulation may be modified, amended or replaced from time to
                                         time), (2) the qualification and status of the REMIC trust as a REMIC will not be adversely
                                         affected or impaired as a result of the Defeasance, and (3) the REMIC trust will not
                                         incur a tax under Section 860G(d) of the Tax Code as a result of the Defeasance.



 


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



 




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



 


		(viii)	Lender's form of a pledge
                                         and security agreement ("Pledge Agreement") and financing statements which
                                         pledge and create a first priority security interest in the Defeasance Collateral in
                                         favor of Lender.



 


		(ix)	Lender's form of a transfer
                                         and assumption agreement ("Transfer and Assumption Agreement"), whereupon
                                         Borrower and any Guarantor (in each case, subject to satisfaction of all requirements
                                         under this Loan Agreement) will be relieved from liability in connection with the Loan
                                         (other than any liability under Sections 6.12 and 10.02 for events that occur prior to
                                         the Defeasance Closing Date, whether discovered before or after the Defeasance Closing
                                         Date) and Successor Borrower will assume all remaining
                                         obligations.



 


		(x)	Forms of all documents necessary
                                         to release the Mortgaged Property from the Liens created by the Security Instrument and
                                         related UCC financing statements (collectively, "Release Instruments"),
                                         each in appropriate form required by the state in which the Mortgaged Property is located.



 


		(xi)	Such other opinions, certificates,
                                         documents or instruments as Lender may reasonably request.



 


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



 


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



 


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



 


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



 


		(C)	It is arranged such that redemption
                                         payments received from the Defeasance Collateral are paid directly to Lender to be applied
                                         on account of the Scheduled Debt Payments.



 




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



 


		(ii)	All accrued and unpaid interest
                                         and all other sums due under the Note, this Loan Agreement and under the other Loan Documents,
                                         including all amounts due under Section 1l.12(i), up to the Defeasance Closing Date.



 


		(h)	If Lender
                                         permits Borrower to designate the Successor Borrower, then Borrower will, at Borrower's
                                         expense, designate or establish an accommodation borrower ("Successor
                                         Borrower") satisfactory to Lender (or Lender, at its option, may designate
                                         the Successor Borrower) which satisfies Lender's then current requirements for a "Single
                                         Purpose Entity" to assume at the time of Defeasance ownership of the Defeasance
                                         Collateral and liability for all of Borrower's obligations under the Pledge Agreement
                                         and the Loan Documents (to the extent that liability thereunder survives release of the
                                         Lien of the Security Instrument). Borrower will pay to Successor Borrower a fee of $1,000.00
                                         as consideration of Successor Borrower's assumption of Borrower's obligations under the
                                         Loan Documents. Notwithstanding any contrary provision in this Loan Agreement, no Transfer
                                         Fee is payable to Lender upon a Transfer of the Loan in accordance with this Section.



 


		(i)	Borrower
                                         will pay all reasonable costs and expenses incurred by Lender in connection with the
                                         Defeasance in full on or prior to the Defeasance Closing Date, which payment is required
                                         prior to Lender's issuance of the Release Instruments and whether or not Defeasance is
                                         completed. Such expenses include the following:



 


		(A)	All fees, costs and expenses
                                         incurred by Lender and its agents in connection with the Defeasance (including reasonable
                                         Attorneys' Fees and Costs for the review and preparation of the Pledge Agreement and
                                         of the other materials described in this Loan Agreement and any related documentation,
                                         and any servicing fees, Rating Agencies' fees or other costs related to the Defeasance).



 


		(B)	Reasonable Attorneys' Fees and
                                         Costs.



 


		(C)	A processing fee to cover Lender's
                                         administrative costs to process Borrower's Defeasance request.



 


Lender
reserves the right to require that Borrower post a deposit to cover costs which Lender reasonably anticipates will be incurred.


 




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		11.13	Lender's
                                         Rights to Sell or Securitize. Borrower acknowledges
                                         that Lender, and each successor to Lender's interest, may (without prior Notice to Borrower
                                         or Borrower's prior consent), sell or grant participations in the Loan (or any part of
                                         the Loan), sell or subcontract the servicing rights related to the Loan, securitize the
                                         Loan or include the Loan as part of a trust. Borrower,
                                         at its expense, agrees to cooperate with all reasonable requests of Lender in connection
                                         with any of the foregoing including executing any financing statements or other documents
                                         deemed necessary by Lender or its transferee to create, perfect or preserve the rights
                                         and interest to be acquired by such transferee, providing any updated financial information
                                         with appropriate verification through auditors letters, delivering revised organizational
                                         documents and counsel opinions satisfactory to the Rating Agencies, executed amendments
                                         to the Loan Documents, and review information contained in a preliminary or final private
                                         placement memorandum, prospectus, prospectus supplements or other Disclosure Document,
                                         and providing a mortgagor estoppel certificate and such other information about Borrower,
                                         any SPE Equity Owner, any Guarantor, any Property Manager or the Mortgaged Property as
                                         Lender may require for Lender's offering materials.



 


		11.14	Cooperation with Rating
                                         Agencies and Investors. Borrower covenants and agrees that if Lender decides to include
                                         the Loan as an asset of a Secondary Market Transaction, Borrower will (a) at Lender's
                                         request, meet with representatives of the Rating Agencies and/or investors to discuss
                                         the business and operations of the Mortgaged Property, and (b) permit Lender or its representatives
                                         to provide related information to the Rating Agencies and/or investors, and (c) cooperate
                                         with the reasonable requests of the Rating Agencies and/or investors in connection with
                                         all of the foregoing.



 


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



 


ARTICLE XII DEFINITIONS.


 


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


 


"Affiliate"
of any Person means (i) any other Person which, directly or indirectly, is in Control of, is under the Control of, or is under
common Control with, such Person; (ii) any other Person who is a director or officer of (A) such Person, (B) any subsidiary of
such Person, or (C) any Person described in clause (i) of this definition; or (iii) any corporation, limited liability company
or partnership which has as a director any Person described in Section (ii) of
this definition.


 


"Aggregate Carrier
Exposure" means:


 


		(i)	For each individual carrier providing
                                         Hazard Insurance, one of the following:



 


		(A)	The
                                         sum of the required building coverage limits and required business income/rental value
                                         Insurance if such coverage is provided by specific Insurance or a policy covering only
                                         the Mortgaged Property.



 


		(B)	The blanket Insurance or master
                                         program limit if such coverage is provided by a Blanket Insurance Policy or master program
                                         from a single carrier.



 




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		(C)	The
                                         total limit provided by the carrier in all layers in which the carrier participates if
                                         such coverage is provided by a Blanket Insurance Policy or master program with more than
                                         one carrier participating with layered limits.



 


		(ii)	For
                                         each individual carrier providing liability Insurance pursuant to Section 6. 10 (a)(ii)
                                         or as otherwise required by Lender, one of the following:



 


		(A)	The
                                         total aggregate limits (general liability plus excess/umbrella) if such coverage is provided
                                         by specific Insurance or a policy covering only the Mortgaged Property.



 


		(B)	The
                                         total aggregate limits (general liability plus excess/umbrella) if such coverage is provided
                                         by liability Insurance for multiple properties or a master program from a single carrier.



 


		(C)	The
                                         total limit provided by the carrier in all layers in which the carrier participates if
                                         such coverage is provided by an individual policy, liability Insurance policy for multiple
                                         properties or a master program with more than one carrier participating with layered
                                         limits Blanket Insurance Policy or master program with more than one carrier participating
                                         with layered limits.



 


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


 


"Assignment
of Management Agreement" means the Assignment of Management Agreement and Subordination of Management Fees of even date
herewith among Borrower, Lender and Property Manager, including all schedules, riders, allonges and addenda, as such Assignment
of Management Agreement may be amended from time to time.


 


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


 


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


 


"Blanket Insurance
Policy" is defined in Section 6.10(h).


 


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


 


"Borrower Information"
is defined in Section 10.02(d).


 




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"Borrower
Principal" means any of the following:


 


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



 


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



 


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



 


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



 


"Borrower
Proof of Loss Threshold" means $200,000.


 


"Borrower
Proof of Loss Maximum" means $800,000.


 


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


 


"Cap
Agreement" means any interest rate cap agreement, interest rate swap agreement or other
interest rate-hedging contract or agreement obtained by Borrower from a Cap Provider as a requirement of any Loan Document or
as a condition of Lender's making the Loan.


 


"Cap
Collateral" means all of the following:


 


		(i)	The Cap Agreement.



 


		(ii)	The Cap Payments.



 


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



 


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



 


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



 


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



 


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


 


"Cap
Provider" means the interest rate cap provider or other counterparty to a Cap Agreement
or any guarantor of the obligations of any such cap provider or counterparty.


 




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"Capital
Replacement" means the replacement of those items listed on Exhibit F and such other replacements of equipment,
major components or capital systems related to the Improvements as may be approved in writing or required by Lender.


 


"Capped Interest
Rate" is defined in the Note.


 


"Claim"
is defined in Section 10.02(f).


 


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


 


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


 


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


 


"Completion
Date" means June 9, 2013, or such other date(s) as may be specified for particular Repairs in Exhibit C, as such
date may be extended.


 


"Condemnation"
is defined in Section 6.11(a).


 


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


 


"Cut-off Date"
is defined in the Note.


 


"Default Rate"
is defined in the Note.


 


"Defeasance"
is defined in Section 11.12.


 


"Defeasance Closing
Date" is defined in Section l 1.12(b).


 


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


 


"Defeasance Fee"
is defined in Section 11.12(c).


 


"Defeasance Notice"
is defined in Section 11.12(b).


 


"Defeasance Period"
is defined in the Note.


 


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


 


"Disclosure Document"
is defined in Section 11.08.


 




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"Eligible
Account" means an identifiable account which is separate from all other funds held by the holding institution that is
either (i) an account or accounts maintained with the corporate trust department of a federal or state-chartered depository institution
or trust company which complies with the definition of Eligible Institution, or (ii) a segregated
trust account or accounts maintained with the corporate trust department of a federal or state chartered depository institution
or trust company acting in its fiduciary capacity which, in the case of a state chartered depository institution or trust company
is subject to regulations substantially similar to 12 C.F.R. §9.1O(b), having in either case a combined capital and surplus
of at least $50,000,000 and subject to supervision or examination by federal and state authority. An Eligible Account will not
be evidenced by a certificate of deposit, passbook or other instrument.


 


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


 


"Environmental
Inspections" is defined in Section 6.12(e).


 


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


 


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


 


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


 


"External Cap
Agreement Reserve Fund" means the account established pursuant to Section 4.07, if applicable, to pay for the cost of
a Replacement Cap Agreement.


 


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


 


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


 




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


 


"Freddie
Mac" means the Federal Home Loan Mortgage Corporation.


 


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


 


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


 


"GAAP"
means generally accepted accounting principles.


 


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


 


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


 


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


 


"Hazard
Insurance" is defined i Section 6.10(a).


 


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


 


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


 




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


 


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


 


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


 


"Impositions"
is defined in Section 4.02(a).


 


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


 


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


 


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


 


"Indemnitees"
is defined in Section 10.02(a).


 


"Inspection
Fee" means a fee payable to Lender or Loan Servicer for performing any inspection required
by this Agreement in an amount not to exceed $500 per inspection.


 


"Insurance"
means Hazard Insurance, liability insurance and all other insurance that Lender requires Borrower
to maintain pursuant to this Loan Agreement.


 


"Intercreditor
Agreement" is defined in Section 11.11(b)(xi).


 


"Investment
Fee" means a one time fee for establishing the (i) Replacement Reserve Fund in the
amount of $500, and (ii) Repair Reserve Fund in the amount of $500.


 


"Issuer
Group" is defined in Section 10.02(d).


 


"Issuer
Person" is defined in Section 10.02(d).


 


"Land"
means the land described in Exhibit A.


 


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


 




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


 


"Lender's
Discretion" means Lender's reasonable discretion unless otherwise set forth in this
Loan Agreement.


 


"Letter
of Credit" means any letter of credit required under the terms of this Loan Agreement.


 


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


 


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


 


"Loan"
is defined on Page 1 of this Loan Agreement.


 


"Loan
Agreement" means this Multifamily Loan and Security Agreement.


 


"Loan
Application" is defined in Section 5.16(a).


 


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


 


"Loan
Servicer" means the entity that from time to time is designated by Lender to collect
payments and deposits and receive Notices under the Note, the Security Instrument, this Loan Agreement and any other Loan Document,
and otherwise to service the Loan evidenced by the Note for the benefit of Lender. Unless Borrower receives Notice to the contrary,
the Loan Servicer is the entity identified as "Lender" in the first paragraph of this Loan Agreement.


 


"Lockout
Period" is defined in the Note.


 


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


 


"Margin,"
if applicable, is defined in the Note.


 




    	Multifamily Loan and Security Agreement (CME)	Page 82



    	 



    




 


"Material
Adverse Change" means any set of circumstances or events which, in Lender's Discretion
would have or is then reasonably expected to have a Material Adverse Effect on (i) the validity or enforceability of this Loan
Agreement or the other Loan Documents taken as a whole, (ii) the ability of Borrower to duly and punctually pay the Indebtedness
or perform its obligations, (iii) the ability of Lender to enforce its legal remedies pursuant to this Loan Agreement or the other
Loan Documents taken as a whole, including by realizing upon any collateral or any guaranty, (iv) the business prospects or financial
condition of Borrower or any Guarantor, (v) the financial performance or market value of the Mortgaged Property, or (vi) the compliance
of the Mortgaged Property with any law dealing with the use, ownership or operation of the Mortgaged Property or any law, the
noncompliance with which could reasonably be expected to have a Material Adverse Effect on the financial performance or market
value of the Mortgaged Property.


 


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


 


"Maturity Date"
means the Scheduled Maturity Date, as defined in the Note.


 


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


 


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


 


"Mold"
means mold, fungus, microbial contamination or pathogenic organisms.


 


"Mortgaged
Property" means all of Borrower's present and future right, title and interest in and to all of the following:


 


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



 


		(ii)	The Improvements .



 


		(iii)	The Fixtures.



 


		(iv)	The Personalty.



 


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



 


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



 




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



 


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



 


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



 


		(x)	All Rents and Leases.



 


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



 


		(xii)	All Imposition Reserve Deposits.



 


		(xiii)	All refunds or rebates of Impositions
                                         by any Governmental Authority or insurance company (other than refunds applicable to
                                         periods before the real property tax



year in which this Loan
Agreement is dated).


 


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



 


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



 


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



 


		(xvii)	If
                                         the Note provides for interest to accrue at an adjustable
                                         or variable rate and there is a Cap Agreement, the Cap Collateral.



 


"New
Non-Residential Lease" is any Non-Residential Lease not in existence as of the date of this Loan Agreement.


 


"NFIP"
is defined in Section 6.10(a)(iv).


 




    	Multifamily Loan and Security Agreement (CME)	Page 84



    	 



    

 


"Non-Residential
Lease" is a Lease of a portion of the Mortgaged Property to be used for Non-Residential purposes.


 


"Note"
means the Multifamily Note (including any Amended and Restated Note, Consolidated, Amended and Restated Note, or Extended and
Restated Note) executed by Borrower in favor of Lender and dated as of the date of this Loan Agreement, including all schedules,
riders, allonges and addenda, as such Multifamily Note may be amended, modified and/or restated from time to time.


 


"Notice"
or "Notices" means all notices, demands and other communication required under the Loan Documents, provided in
accordance with the requirements of Section 11.03.


 


"O&M
Program" is defined in Section 6.12(c) and consists of the following: Operations and Maintenance Program for Asbestos.


 


"Person"
means any natural person, sole proprietorship, corporation, general partnership, limited partnership, limited liability company,
limited liability partnership, limited liability limited partnership, joint venture, association, joint stock company, bank, trust,
estate, unincorporated organization, any federal, state, county or municipal government (or any agency or political subdivision
thereof), endowment fund or any other form of entity.


 


"Personalty"
means all of the following:


 


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



 


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



 


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



 


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



 


		(v)	Any surveys, plans and specifications
                                         and contracts for architectural, engineering and construction services relating to the
                                         Land or the Improvements.



 


		(vi)	All other intangible property,
                                         general intangibles and rights relating to the operation of, or used in connection with,
                                         the Land or the Improvements, including all governmental permits relating to any activities
                                         on the Land and including subsidy or similar payments received from any sources, including
                                         a Governmental Authority.



 




    	Multifamily Loan and Security Agreement (CME)	Page 85



    	 



    

 


		(vii)	Any
                                         rights of Borrower in or under any Letter of Credit.



 


"Pledge
Agreement" is defined in Section 11.12(f)(viii).


 


"Preapproved
Intrafamily Transfer" is defined in Section 7.04.


 


"Prepayment
Premium Period" is defined in the Note.


 


"Prior
Lien" means a pre-existing mortgage, deed of trust or other Lien encumbering the Mortgaged
Property.


 


"Proceeding"
means, whether voluntary or involuntary, any case, proceeding or other action against Borrower
or any SPE Equity Owner under any existing or future law of any jurisdiction relating to bankruptcy, insolvency, reorganization
or relief of debtors.


 


"Proceeds"
means the cash obtained by a draw on a Letter of Credit.


 


"Prohibited
Activity or Condition" means each of the following:


 


		(i)	The presence, use, generation,
                                         release, treatment, processing, storage (including storage in above-ground and underground
                                         storage tanks), handling or disposal of any Hazardous Materials on or under the Mortgaged
                                         Property.



 


		(ii)	The transportation of any Hazardous
                                         Materials to, from or across the Mortgaged Property.



 


		(iii)	Any occurrence or condition
                                         on the Mortgaged Property, which occurrence or condition is or may be in violation of
                                         Hazardous Materials Laws.



 


		(iv)	Any violation of or noncompliance
                                         with the terms of any Environmental Permit with respect to the Mortgaged Property.



 


		(v)	Any violation or noncompliance
                                         with the terms of any O&M Program.



 


However,
the term "Prohibited Activity or Condition" expressly excludes lawful conditions permitted by an O&M Program or
the safe and lawful use and storage of quantities of (i) pre-packaged supplies, cleaning materials and petroleum products customarily
used in the operation and maintenance of comparable multifamily properties, (ii) cleaning materials, personal grooming items and
other items sold in pre-packaged containers for consumer use and used by tenants and occupants of residential dwelling units in
the Mortgaged Property, and (iii) petroleum products used in the operation and maintenance of motor vehicles from time to time
located on the Mortgaged Property's parking areas, so long as all of the foregoing are used, stored, handled, transported and
disposed of in compliance with Hazardous Materials Laws.


 


"Property
Jurisdiction" means the jurisdiction in which the Land is located.


 




    	Multifamily Loan and Security Agreement (CME)	Page 86



    	 



    

 


"Property
Manager" means Village Green Management Company LLC, a Delaware limited liability company.


 


"Property
Seller" is defined in Section 5.24.


 


"Public
Fund/REIT Securities" is defined in Section 7.03(c).


 


"Rating
Agencies" means Fitch, Inc., Moody's Investors Service, Inc., or
Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., or any successor entity of the foregoing, or any other nationally recognized statistical rating organization.


 


"Release
Instruments" is defined in Section 11.12(f)(x).


 


"Remedial
Work" is defined in Section 6.12(f).


 


"Rent(s)"
means all rents (whether from residential or non-residential space), revenues and other income
of the Land or the Improvements, parking fees, laundry and vending machine income and fees and charges for food, health care and
other services provided at the Mortgaged Property, whether now due, past due or to become due, and deposits forfeited by tenants,
and, if Borrower is a cooperative housing corporation or association, maintenance fees, charges or assessments payable by shareholders
or residents under proprietary leases or occupancy agreements, whether now due, past due or to become due.


 


"Rent
Schedule" means a written schedule for the Mortgaged Property showing the name of each
tenant, and for each tenant, the space occupied, the lease expiration date, the rent payable for the current month, the date through
which rent has been paid, and any related information requested by Lender.


 


"Repairs"
means the repairs to be made to the Mortgaged Property, as described on the Repair Schedule
of Work or as otherwise required by Lender in accordance with this Loan Agreement.


 


"Replacement
Cap Agreement" means any replacement Cap Agreement provided to Lender pursuant to Section
4.07(c). The Replacement Cap Agreement must satisfy each of the following requirements:


 


		(i)	It
                                         must have an effective date not later than the day
                                         following the last day of the term of the Cap Agreement that preceded it, and may not
                                         expire before the earlier of (A) the 5th anniversary of the effective date of such Replacement
                                         Cap Agreement or (B) the Maturity Date.



 


		(ii)	It
                                         must obligate the Cap Provider, which Cap Provider must be acceptable to Lender, to make
                                         monthly payments to Lender equal to the excess of (A) the actual interest on a notional
                                         principal amount of the Indebtedness over (B) interest on that notional amount at a specified
                                         fixed cap rate.



 




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"Replacement
Cost" means the estimated replacement cost of the Improvements, Fixtures, and Personalty
(or, when used in reference to a property that is not the Mortgaged Property, all improvements, fixtures, and personalty located
on such property), excluding any deduction for depreciation, all as determined annually by Borrower using customary methodology
and sources of information acceptable to Lender in Lender's Discretion. Replacement Cost will not include the cost to reconstruct
foundations or site improvements, such as driveways, parking lots, sidewalks, and landscaping.


 


"Required
DSCR" means, with respect to a Supplemental Loan, (i) if the Senior Indebtedness bears
interest at a fixed rate, 1.25:l, or (ii) if the Senior Indebtedness bears interest at an adjustable rate, 1.15:1.


 


"Required
LTV" means 80%.


 


"Reserve
Fund" means each account established for Imposition Reserve Deposits, the Replacement
Reserve Fund, the Repair Reserve Fund (if any), the External Cap Agreement Reserve Fund (if any), the Rental Achievement Fund
(if any), and any other account established pursuant to Article IV of this Loan Agreement.


 


"Restoration"
is defined in Section 6.10(i).


 


"Scheduled
Debt Payments" is defined in Section 11.12(g)(i)(B).


 


"Secondary
Market Transaction" means (i) any sale or assignment of this Loan Agreement, the Note
and the other Loan Documents to one or more investors as a whole loan, (ii) a participation of the Loan to one or more investors,
(iii) any deposit of this Loan Agreement, the Note and the other Loan Documents with a trust or other entity which may sell certificates
or other instruments to investors evidencing an ownership interest in the assets of such trust or other entity, or (iv) any other
sale, assignment or transfer of the Loan or any interest in the Loan to one or more investors.


 


"Securitization"
means when the Note or any portion of the Note is assigned to a REMIC trust.


 


"Security
Instrument" means the mortgage, deed of trust, deed to secure debt or other similar
security instrument encumbering the Mortgaged Property and securing Borrower's performance of its Loan obligations, including
Borrower's obligations under the Note and this Loan Agreement (including any Amended and Restated Security Instrument, Consolidation,
Modification and Extension Agreement, Extension and Modification Agreement or similar agreement or instrument amending and restating
existing security instruments).


 


"Senior
Indebtedness" means, for a Supplemental Loan, if any, the Indebtedness evidenced by
each Senior Note and secured by each Senior Instrument for the benefit of each Senior Lender.


 


"Senior
Instrument"- Not applicable.


 


"Senior
Lender" means each holder of a Senior Note.


 


"Senior
Loan Documents" means, for a Supplemental Loan, if any, all documents relating to each
loan evidenced by a Senior Note.


 




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"Senior
Note" means, for a Supplemental Loan, if any, each Multifamily Note secured
by a Senior Instrument.


 


"Servicing
Arrangement" is defined in Section 11.06(b).


 


"SFHA"
is defined in Section 6. 10(a)(iv).


 


"Single
Purpose Entity" is defined in Section 6.13(a).


 


"Site
Assessment" means an environmental engineering report for the Mortgaged Property prepared
at Borrower's expense by an engineer engaged by Borrower, or by Lender on behalf of Borrower, and approved by Lender, and in a
manner reasonably satisfactory to Lender, based upon an investigation relating to and making appropriate inquiries concerning
the existence of Hazardous Materials on or about the Mortgaged Property, and the past or present discharge, disposal, release
or escape of any such substances, all consistent with ASTM Standard E1527-93 (or any successor thereto published by ASTM) and
good customary and commercial practice.


 


"SPE
Equity Owner" means JH Village Green LLC, a
single member Delaware limited liability company.


 


"Successor
Borrower" is defined in Section 11 .12(h).


 


"Supplemental
Indebtedness" the Indebtedness evidenced by
the Supplemental Note and secured by the Supplemental Instrument for the benefit of Supplemental Lender, if any.


 


"Supplemental
Instrument" means, for a Supplemental Loan,
if any, the Security Instrument executed to secure the Supplemental Note.


 


"Supplemental
Lender" means, for a Supplemental Loan, if
any, the Approved Seller/Servicer named in the Supplemental Instrument and its successors and/or assigns.


 


"Supplemental
Loan" means a loan that is subordinate to the
Senior Indebtedness.


 


"Supplemental
Loan Documents" means, for a Supplemental Loan,
if any, all documents relating to the loan evidenced by the Supplemental Note.


 


"Supplemental
Mortgage Product" is defined in Section 11.11(a).


 


"Supplemental
Note" means, for a Supplemental Loan, if any,
the Multifamily Note secured by the Supplemental Instrument.


 


"Tax Code"
means the Internal Revenue Code of the United States, 26 U.S.C. Section 1 et seq., as amended from time to time.


 


"Taxes"
means all taxes, assessments, vault rentals and other charges, if any, whether general, special or otherwise, including all assessments
for schools, public betterments and general or local improvements, which are levied, assessed or imposed by any public authority
or quasi-public authority, and which, if not paid, will become a Lien on the Land or the Improvements.


 




    	Multifamily Loan and Security Agreement (CME)	Page 89



    	 



    

 


"Third Party
Information" is defined in Section 10.02(d).


 


"Transfer"
means any of the following:


 


		(i)	A sale, assignment, transfer or
                                         other disposition or divestment of any interest in Borrower or the Mortgaged Property
                                         (whether voluntary, involuntary or by operation of law).



 


		(ii)	The granting, creating or attachment
                                         of a Lien, encumbrance or security interest (whether voluntary, involuntary or by operation
                                         of law).



 


		(iii)	The issuance or other creation
                                         of an ownership interest in a legal entity, including a partnership interest, interest
                                         in a limited liability company or corporate stock.



 


		(iv)	The withdrawal, retirement, removal
                                         or involuntary resignation of a partner in a partnership or a member or Manager in a
                                         limited liability company.



 


		(v)	The merger, dissolution, liquidation,
                                         or consolidation of a legal entity or the reconstitution of one type of legal entity
                                         into another type of legal entity.



 


		(vi)	A change of the Guarantor.



 


For
purposes of defining the term "Transfer," the term "partnership" means a general partnership or a limited
partnership, and the term "partner" means a general partner or a limited partner.


 


"Transfer" does
not include any of the following:


 


		(i)	A
                                         conveyance of the Mortgaged Property at a judicial or non-judicial foreclosure sale under
                                         the Security Instrument.



 


		(ii)	The Mortgaged Property becoming
                                         part of a bankruptcy estate by operation of law under the Bankruptcy Code.



 


		(iii)	The filing or recording of
                                         a Lien against the Mortgaged Property for local taxes and/or assessments not then due
                                         and payable.



 


"Transfer and
Assumption Agreement" is defined in Section 11.12(f)(ix).


 


"Transfer
Fee" means a fee paid when the Transfer is completed. Unless otherwise specified,
the Transfer Fee will be equal to I % of the outstanding principal balance of the Indebtedness as of the date of the Transfer.
Notwithstanding anything set forth in Article VTI to the contrary, the Transfer Fee will not exceed 1%
of the outstanding principal balance of the Loan.


 


"Transfer
Review Fee" means a nonrefundable fee of $5,000 for Lender's review of a proposed
Transfer.


 


"U.S.
Treasury Obligations" means direct, non-callable and non-redeemable securities issued,
or fully insured as to payment, by the United States of America.


 




    	Multifamily Loan and Security Agreement (CME)	Page 90



    	 



    

 


"UCC
Collateral" is defined in Section 3.03.


 


"Underwriter
Group" is defined in Section 10.02(d).


 


"Uniform Commercial
Code" means the Uniform Commercial Code as promulgated in the applicable jurisdiction.


 


"Windstorm Coverage"
is defined in Section 6.10(a)(ix).


 


ARTICLE
XIII      INCORPORATION
OF ATTACHED RIDERS.


 


The
following Riders are attached to this Loan Agreement:


 


 


 


	Name
    of Rider	 	Date
    Revised
	 	 	 
	Rider to Multifamily Loan and Security Agreement
    (CME) Additional Provisions for Loans Equal to or Greater Than $25,000,000	 	7-20-2012
	 	 	 
	Rider to Multifamily  Loan and Security Agreement
     (CME) Recycled Borrower	 	9-1-2011
	 	 	 
	Rider to Multifamily Loan and Security Agreement
    (CME and Portfolio) Replacement Reserve Fund- Immediate Deposits	 	1-11-2012
	 	 	 
	Rider  to  Multifamily  Loan  and
     Security  Agreement  (CME)  Repair Reserve Fund	 	1-11-2012
	 	 	 
	Rider to Multifamily Loan and Security Agreement
    (CME) Buy-Sell Transfer	 	9-1-2011
	 	 	 
	Rider to Multifamily Loan and Security Agreement
    (CME) Limited Partner or Non-Managing Member Transfer	 	9-1-2011


 




    	Multifamily Loan and Security Agreement (CME)	Page 91



    	 



    

 


ARTICLE
XIV       INCORPORATION
OF ATTACHED EXHIBITS.


 


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


 


	 	x	Exhibit A	Description of the Land (required)
	 	 	 	 
	 	x	Exhibit B	Modifications to Multifamily Loan and Security Agreement
	 	 	 	 
	 	x	Exhibit C	Repair Schedule of Work
	 	 	 	 
	 	x	Exhibit D	Repair Disbursement Request
	 	 	 	 
	 	 ̈	Exhibit E	Work Commenced at Mortgaged Property
	 	 	 	 
	 	x	Exhibit F	Capital Replacements (required)
	 	 	 	 
	 	 ̈	Exhibit G	Description of Ground Lease
	 	 	 	 
	 	x	Exhibit H	Organizational Chart of Borrower as of the Closing Date (required)
	 	 	 	 
	 	x	Exhibit I	Designated Entities for Transfers and Guarantor(s) (required)


 


REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK;

SIGNATURES ON FOLLOWING PAGES


 




    	Multifamily Loan and Security Agreement (CME)	Page 92



    	 



    

 


	 	BORROWER:
	 	 
	 	VILLAGE GREEN OF ANN ARBOR ASSOCIATES,
    LLC,
	 	a Michigan limited liability company
	 	 
	 	By:	JH VILLAGE GREEN LLC,
	 	 	a Delaware limited Liability Company,
	 	 	Co-Manager
	 	 
	 	By:	/s/ Jonathan
    Holtzman
	 	 	Jonathan Holtzman
	 	 	Sole Member


 


SIGNATURES CONTINUE
ON FOLLOWING PAGE 


 




    	Multifamily Loan and Security Agreement (CME)	Page 93



    	 



    

 


	 	LENDER:
	 	 
	 	KEYCORP REAL ESTATE CAPITAL MARKETS,
    INC.,
	 	an Ohio corporation
	 	 
	 	By:	/s/
    Randall W. Conley
	 	 	Randall W. Conley
	 	 	Vice President


 




    	Multifamily Loan and Security Agreement (CME)	Page 94



    	 



    

 


RIDER TO
MULTIFAMILY LOAN AND SECURITY AGREEMENT


(CME)


 


ADDITIONAL
PROVISIONS FOR


LOANS EQUAL
TO OR GREATER THAN $25,000,000


 


(Revised
7-20-2012)


 


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


 


		A.	The following is added as a new
                                         Section to Article XI:



 


Splitting the Note.


 


		(a)	Lender has the right from time
                                         to time to sever the Note into one or more separate promissory notes in such denominations
                                         as Lender determines in its sole discretion, which promissory notes may be included in
                                         separate sales or Securitizations undertaken by Lender. In conjunction with any such
                                         action, Lender may redefine the interest rate and amortization schedule; provided however,
                                         each of the following will be true:



 


		(i)	If Lender redefines the interest
                                         rate, the weighted average of the interest rates contained in the severed promissory
                                         notes taken in the aggregate will equal the Fixed Interest Rate (as defined in the Note).



 


		(ii)	If Lender redefines the amortization
                                         schedule, the amortization of the severed promissory notes taken in the aggregate will
                                         require no more amortization to be paid under the Loan than as required under the Note
                                         at the time such action was taken by Lender and such redefined amortization will not
                                         result in a change in the amount of the monthly payment due under the Note.



 


		(b)	Borrower will only be required
                                         to make one payment under such separate promissory notes. Subject to the foregoing, each
                                         severed promissory note, and the Loan evidenced by each severed promissory note, will
                                         be upon all of the terms and provisions contained in this Loan Agreement and the Loan
                                         Documents which continue in full force and effect, except that Lender may allocate specific
                                         collateral given for the Loan as security for performance of specific promissory notes,
                                         in each case with or without cross default provisions.



 


		(c)	Borrower, at Borrower's expense,
                                         agrees to cooperate with all reasonable requests of Lender to accomplish the foregoing,
                                         including execution and prompt delivery to Lender of a severance agreement and such other
                                         documents as Lender requires in Lender's Discretion.






 




    	Rider to Multifamily Loan and Security Agreement (CME) 
Additional Provisions for Loans Equal to or Greater than $25,000,000	Page 1



    	 



    

 


		(d)	Borrower hereby appoints Lender
                                         its attorney-in-fact with full power of substitution (which appointment will be deemed
                                         to be coupled with an interest and irrevocable until the Loan is paid in full and the
                                         Security Instrument is discharged of record, with Borrower hereby ratifying all that
                                         its said attorney may do by virtue of such power) to make and execute all documents necessary
                                         or desirable to effect the severance set forth in (a) above; provided, however, Lender
                                         will not make or execute any such documents under such power until 10 Business Days after
                                         Lender has given Borrower Notice of Lender's intent to exercise its rights under such
                                         power.



 


		(e)	Borrower's failure to deliver
                                         any of the documents requested by Lender under this Section for a period of 10 Business
                                         Days after Notice of such request by Lender will, at Lender's option, constitute an Event
                                         of Default under this Loan Agreement.



 


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



 


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



 


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



 


		(b)	Borrower
                                         will perform or permit or cause to be performed or permitted such site inspections, appraisals,
                                         market studies, environmental reviews and reports (Phase I and, if appropriate, Phase
                                         II), engineering reports and other due diligence investigations of the Mortgaged Property,
                                         as may be requested by Lender in Lender's Discretion or may reasonably be requested by
                                         the Rating Agencies or as may be necessary or appropriate in connection with the Secondary
                                         Market Transaction.



 


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



  




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		(d)	Borrower, at Borrower's expense,
                                         will cause its counsel to render opinions, which may be relied upon by Lender, the Rating
                                         Agencies and their respective counsel, agents and representatives, as to nonconsolidation,
                                         fraudulent conveyance, and true sale or any other opinion customary in securitization
                                         transactions with respect to the Mortgaged Property and Borrower and its Affiliates,
                                         which counsel and opinions must be satisfactory to Lender in Lender's Discretion and
                                         be reasonably satisfactory to the Rating Agencies.



 


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



 


		(f)	Borrower will pay all reasonable
third party costs and expenses incurred by Lender in connection with Borrower's complying with requests made under this Section.



 


		C.	The following definitions are added
                                         to Article XII:



 


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


 


"Securities"
means rated single or multi-class securities.


  




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RIDER TO
MULTIFAMILY LOAN AND SECURITY AGREEMENT


(CME)


 


RECYCLED
BORROWER


 


(Revised
9-1-2011)


 


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


 


		A.	The following is added as a new
                                         Section to Article V:



 


Recycled Borrower.


 


		(a)	Underwriting Representations.
                                         Borrower hereby represents that from the date of its formation, each of the following
                                         is true:



 


		(i)	Borrower
                                         is and always has been duly formed, validly existing, and in good standing in the state
                                         of its formation and in all other jurisdictions where it is qualified to do business.



 


		(ii)	Borrower has no judgments or
                                         liens of any nature against it except for tax liens not yet due.



 


		(iii)	Borrower is in compliance with
                                         all laws, regulations, and orders applicable to it and, except as otherwise disclosed
                                         in this Loan Agreement, has received all permits necessary for it to operate.



 


		(iv)	Borrower is not involved in
                                         any dispute with any taxing authority.



 


		(v)	Borrower has paid all taxes
                                         which it owes.



 


		(vi)	Borrower has never owned any
                                         real property other than the Mortgaged Property and personal property necessary or incidental
                                         to its ownership or operation of the Mortgaged Property and has never engaged in any
                                         business other than the ownership and operation of the Mortgaged Property.



 


		(vii)	Borrower is not now, nor has
                                         ever been, party to any lawsuit, arbitration, summons, or legal preceding that is still
                                         pending or that resulted in a judgment against it that has not been paid in full.



 


		(viii)	Borrower has provided Lender
                                         with complete financial statements that reflect a fair and accurate view of the entity's
                                         financial condition.









 




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		(ix)	Borrower has obtained a current
                                         Phase I environmental site assessment ("ESA") for the Mortgaged Property
                                         prepared consistent with ASTM Practice E 1527 and the BSA has not identified any recognized
                                         environmental conditions that require further investigation or remediation.



 


		(x)	Borrower has no material contingent
                                         or actual obligations not related to the Mortgaged Property.



 


		(xi)	Each amendment and restatement
                                         of Borrower's organizational documents has been accomplished in accordance with, and
                                         was permitted by, the relevant provisions of said documents prior to its amendment or
                                         restatement from time to time.



 


		(b)	Separateness Representations.
                                         Borrower hereby represents that from the date of its formation, each of the following
                                         is true:



 


		(i)	Borrower has not entered into any
                                         contract or agreement with any Related Party Affiliate, except upon terms and conditions
                                         that are commercially reasonable and substantially similar to those available in an arm's-length
                                         transaction with an unrelated party.



 


		(ii)	Borrower has paid all of its debts
                                         and liabilities from its assets.



 


		(iii)	Borrower has done or caused to
                                         be done all things necessary to observe all organizational formalities applicable to
                                         it and to preserve its existence.



 


		(iv)	Borrower has maintained all
                                         of its books, records, financial statements and bank accounts separate from those of
                                         any other Person.



 


		(v)	Borrower has not had its assets
                                         listed as assets on the financial statement of any other Person.



 


		(vi)	Borrower has filed its own tax
                                         returns (except to the extent that it has been a tax-disregarded entity not required
                                         to file tax returns under applicable law) and, if it is a corporation, has not filed
                                         a consolidated federal income tax return with any other Person.



 


		(vii)	Borrower has been, and at all
                                         times has held itself out to the public as, a legal entity separate and distinct from
                                         any other Person (including any Affiliate or other Related Party Affiliate);



 


		(viii)	Borrower has corrected any
                                         known misunderstanding regarding its status as a separate entity.



 


		(ix)	Borrower has conducted all of
                                         its business and held all of its assets in its own name.



  




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		(x)	Borrower has not identified itself
                                         or any of its affiliates as a division or part of the other.



 


		(xi)	Borrower has maintained and
                                         utilized separate stationery, invoices and checks bearing its own name.



 


		(xii)	Borrower has not commingled
                                         its assets with those of any other Person and has held all of its assets in its own name.



 


		(xiii)	Borrower has not guaranteed
                                         or become obligated for the debts of any other Person.



 


		(xiv)	Borrower has not held itself
                                         out as being responsible for the debts or obligations of any other Person.



 


		(xv)	Borrower has allocated fairly
                                         and reasonably any overhead expenses that have been shared with an Affiliate, including
                                         paying for office space and services performed by any employee of an Affiliate or Related
                                         Party Affiliate.



 


		(xvi)	Borrower has not pledged its
                                         assets to secure the obligations of any other Person and no such pledge remains outstanding
                                         except in connection with the Loan.



 


		(xvii)	Borrower has maintained adequate
                                         capital in light of its contemplated business operations.



 


		(xviii)	Borrower has maintained a
                                         sufficient number of employees in light of its contemplated business operations and has
                                         paid the salaries of its own employees from its own funds.



 


		(xix)	Borrower has not owned any subsidiary
                                         or any equity interest in any other entity.



 


		(xx)	Borrower has not incurred any
                                         indebtedness that is still outstanding other than Indebtedness that is permitted under
                                         the Loan Documents.



 


		(xxi)	Borrower has not had any of
                                         its obligations guaranteed by an Affiliate or other Related Party Affiliate, except for
                                         guarantees that have been either released or discharged (or that will be discharged as
                                         a result of the closing of the Loan) or guarantees that are expressly contemplated by
                                         the Loan Documents.



  




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		(xxii)	None of the tenants holding
                                         leasehold interests with respect to the Mortgaged Property are an Affiliate of Borrower
                                         or other Related Party Affiliate.



 


		B.	The following definition is added
                                         to Article XII:



 


"Related
Party Affiliate" means any of the Borrower's Affiliates, constituents, or owners, or
any guarantors of any of the Borrower's obligations or any Affiliate of any of the foregoing.


  




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RIDER TO
MULTIFAMILY LOAN AND SECURITY AGREEMENT


(CME AND
PORTFOLIO)


 


REPLACEMENT
RESERVE FUND-IMMEDIATE DEPOSITS


 


(Revised
1 -11-2012)


 


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


 


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



 


		4.4	Replacement Reserve
                                         Fund.



 


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



 


		(b)	Fees Deducted From Replacement
                                         Reserve Fund. Lender will be entitled to deduct from the Replacement Reserve Fund
                                         (i) the Investment Fee for establishing the Replacement Reserve Fund and (ii) the Inspection
                                         Fee for any inspection required pursuant to this Section 4.04. If
                                         Lender, in its discretion, retains a professional inspection engineer or other
                                         qualified third party to inspect any Capital Replacements pursuant to the terms of Section
                                         6.06, Lender also will be entitled to deduct from the Replacement Reserve Fund an amount
                                         sufficient to pay all reasonable fees and expenses charged by such third party inspector.



 


		(c)	Ad justments to Replacement
                                         Reserve Fund. Lender reserves the right to adjust the amount of the Monthly Deposit
                                         based on Lender's assessment of the physical condition of the Mortgaged Property. Unless
                                         the Loan has an initial term of greater than 120 months, Lender will not make such an
                                         adjustment prior to the date that is 120 months after the first installment due date,
                                         nor more frequently than every 10 years thereafter during the term of the Loan. Upon
                                         Notice from Lender or Loan Servicer, Borrower will begin paying the Revised Monthly Deposit
                                         on the first monthly payment date that is at least 30 days after the date of Lender's
                                         or Loan Servicer's Notice. If Lender or Loan Servicer does not provide Borrower with
                                         Notice of a Revised Monthly Deposit, Borrower will continue to pay the Monthly Deposit
                                         or the Revised Monthly Deposit then in effect.



 










 




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



 


		(e)	INTENTIONALLY
                                         OMITTED.



 


		(f)	INTENTIONALLY OMITTED.



 


		(g)	Disbursements
                                         from Replacement Reserve Fund.



 


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



 


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



 


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



  




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



 


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



 


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



 


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



 


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



  




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


 


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



 


	B.	   The following definitions
are added to Article XII:



 


"Initial
Deposit" means $0.00.


 


"Minimum
Replacement Disbursement Request Amount" means $7,500.


 


"Monthly
Deposit" means $14,820.


 


"Replacement
Reserve Deposit" means the Initial Deposit, the Monthly Deposit and/or the Revised
Monthly Deposit, as appropriate.


  




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"Replacement
Reserve Disbursement Period" means the interval between disbursements from the Replacement Reserve Fund, which interval
will be no shorter than once a month.


 


"Replacement
Reserve Fund" means the account established pursuant to this Loan Agreement to defray the costs of Capital Replacements.


 


"Revised
Monthly Deposit" means the adjusted amount per month that Lender determines Borrower
must deposit in the Replacement Reserve Fund following any adjustment determination by Lender pursuant to Section 4.04(c).


  




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RIDER TO
MULTIFAMILY LOAN AND SECURITY AGREEMENT


(CME)


 


REPAIR RESERVE
FUND


 


(Revised
1-11-2012)


 


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


 


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



 


		4.03	Repair Reserve Fund.



 


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



 


		(b)	Fees Deducted From Repair
                                         Reserve Fund. Lender will be entitled to deduct from the Repair Reserve Fund each
                                         of the following fees:



 


		(i)	The Investment Fee.



 


		(ii)	The Inspection Fee for any inspection
                                         required pursuant to this Section 4.03.



 


		(iii)	The Extension/Modification
                                         Fee for any extension of the Completion Date or expansion of the scope of Repairs that
                                         is requested by Borrower and agreed to by Lender.



 


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



 


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



 




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		(d)	Disbursements of Repair Reserve
                                         Fund.



 


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



 


		(A)	Sign Borrower's Repair Disbursement
                                         Request.



 


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



 


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



 


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



 


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



 


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


 


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



 




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



 


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



 


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



 


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



 


		(iii)	Reporting Requirements;
                                         Completion. Prior to receiving the final disbursement from the Repair Reserve Fund,
                                         Borrower will deliver to Lender, in addition to the information required by Section 4.03(d)(i)
                                         above, all of the following:



 


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



 


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



 




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Repair Reserve Fund	Page 3



    	 



    

 


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



 


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



 


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



 


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



 


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



 




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



 


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



 


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



 




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		(h)	Downsizing
                                         of Repair Reserve Fund. Borrower shall have the right to request a release of funds
                                         in the Repair Reserve Fund (a "Downsizing Request")
                                         in an amount equal to the difference between the amount of funds in the Repair
                                         Reserve Fund at the time that Borrower submits the Downsizing Request and the sum of
                                         (A) the actual cumulative cost of the uncompleted Repairs as set forth in contracts for
                                         each such uncompleted Repair (each, a "Repair Contract"
                                         and together the "Repair Contracts")
                                         plus (B) 125% of the cumulative estimated costs of the uncompleted Repairs for
                                         which no such Repair Contract has been received and approved (if any), subject to the
                                         following requirements:



 


		(i)	Lender shall have reviewed
                                         and approved each Repair Contract;



 


		(ii)	Lender shall have confirmed
                                         that the amount of funds remaining in the Repair Reserve Fund is equal to the sum of
                                         (i) 100% of the actual cumulative costs of the uncompleted Repairs set forth in the Repair
                                         Contracts plus (i) 125%
                                         of the cumulative estimated costs of the uncompleted Repairs for which no Repair Contract
                                         has been received and approved (if any); and



 


		(iii)	No
                                         Event of Default shall have occurred and be in continuance under the Loan Documents.



 


Upon
satisfaction of the foregoing conditions, Lender shall approve the release of the funds in the Repair Reserve Fund requested in
the Downsizing Request to the Borrower.


 


		B.	The
                                         following definitions are added to Article XII:



 


"Extension/Modification
Fee" means a fee charged by Lender in the amount not to exceed $3,000 for any extension
of the Completion Date or expansion of the scope of Repairs that is requested by Borrower and agreed to by Lender.


 


"Minimum
Repair Disbursement Request Amount" means $7,500.


 


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


 


"Repair
Reserve Deposit" means $975,476.


 


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


 




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


 


"Repair Schedule
of Work" means the Repair Schedule of Work attached as Exhibit C.


 




    	Rider to Multifamily Loan and Security Agreement (CME) 
Repair Reserve Fund	Page 7



    	 



    

  


RIDER TO
MULTIFAMILY LOAN AND SECURITY AGREEMENT


 


(CME)


 


BUY-SELL
TRANSFER


 


(Revised
9-1-2011)


 


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


 


		A.	The following
                                         new Section 7.03(d)(e) is deleted and replaced with the
                                         following hereby added to the Loan Agreement:



 


(e)
Buy-Sell Transfer. A one-time Transfer pursuant to a buy-sell agreement or similar agreement, including the appropriate
provisions of the organizational documents of the Borrower, of the interests in Borrower of ____________ (“Managing
Interest”) to  (“Equity Interest”) (either by purchase of the ownership
interest of the Managing Interest or replacement of the Managing Interest as the general partner, manager or managing member)
or a Transfer of the Equity Interest to the Managing Interest held by BR VG Ann Arbor JV Member. LLC. a Delaware limited
liability company ("Equity Interest") to Holtzman Equities #11 Limited Partnership. a Michigan limited partnership
("Buy-Sell Transfer"), provided that each of the following conditions is satisfied:


 


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



 


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



 


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



 


		(iv)	At
                                         the time of the Buy-Sell Transfer, Borrower pays to Lender a Transfer Fee in the following
                                         amount, as applicable:



 


		(A)	$25,000 if the Managing
                                         Interest will retain the managing member interest or general partnership interest, as
                                         applicable, in Borrower.



 




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		(B)	(Intentionally omitted)
                                          $50,000 if the Equity Interest will obtain, directly or indirectly,
                                         the managing member interest or general partnership interest in, or would become the
                                         non-member manager of Borrower, as applicable (“New Borrower Principal”).



		(v)	(Intentionally omitted)If
                                         there is a new Borrower Principal, New Borrower Principal provides a replacement guarantor
                                         (“New Guarantor”) acceptable to Lender in Lender’s Discretion,
                                         and each of the following requirements is met:



(A)New
Guarantor has a net worth of at least [$], and liquid assets of at least [$].


		(B)	Lender
                                         has received all information and organizational documents requested by Lender in Lender’s
                                         Discretion, with respect to New Guarantor.



		(C)	New
                                         Guarantor executes a Guaranty in a form acceptable to Lender and in substantially the
                                         same form as the Guaranty executed on the Closing Date (“New Guaranty”),
                                         however, if New Guarantor is an entity, the New Guaranty has been modified to include,
                                         at New Guarantor’s option, either the Rider to Guaranty – Material Adverse
                                         Change, or the Rider to Guaranty – Minimum Net Worth/Liquidity.



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



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


 


		(vi)	The
                                         Mortgaged Property continues to be managed by the initial Property Manager or a successor
                                         Property Manager satisfactory to Lender pursuant to a property management agreement approved
                                         by Lender in writing; provided that such successor Property Manager and Borrower execute
                                         an assignment of the management agreement in form acceptable to Lender.



 


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



 


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


 




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



 


		(x)	Lender receives confirmation
                                         acceptable to Lender that the requirements of Section 6.13 continue to be satisfied.



 


		(xi)	(Intentionally
                                         omitted) For purposes of the Preapproved Intrafamily Transfers set forth
                                         in Section 7.04, if applicable, New Guarantor will be deemed to be the person or entity
                                         set forth in Section 7.04(b)(ii).



 


		B.	The following definitions are added
                                         to Article XII:



 


"Buy-Sell Transfer"
is defined in Section 7.03(de)


 


"Equity Interest"
is defined in Section 7.03(de)


 


“Managing
Interest” is defined in Section 7.03(f)


 


“New
Guarantor” is defined in Section 7.03(f)


 


“New
Guaranty” is defined in Section 7.03(f)


 




    	Rider To Multifamily Loan and Security Agreement (CME) 
Buy-Sell Transfer	Page 10



    	 



    

 


RIDER TO
MULTIFAMILY LOAN AND SECURITY AGREEMENT


 


(CME)


 


LIMITED PARTNER
OR NON-MANAGING MEMBER


TRANSFER


 


(Revised
9-1-2011)


 


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


 


		A.	The
                                         following new Section 7.03(d)(f) is deleted and replaced
                                         with the following is hereby added to the Loan Agreement:



 


		(f)	Limited
                                         Partner or Non-Managing Member Transfer. A direct or indirect Transfer that
                                         results in the cumulative Transfer of more than 50%
                                         and up to ___% 100% of the non-managing
                                         membership interests in or the limited partnership interests in __________either
                                         Bluerock Special Opportunity + Income Fund II, LLC or Bluerock Special Opportunity +
                                         Income Fund III, LLC ("Investor Interests") to third party transferees
                                         ("Investor Interest Transfer"), provided that each of the following
                                         conditions is satisfied:



 


		(i)	(Intentionally
                                         omitted) Borrower provides Lender with prior Notice of the proposed Investor
                                         Interest Transfer, and pays to Lender the Transfer Review Fee.



 


		(ii)	Either directly
or indirectly, Ramin Kamfar manages the day-to-day operations of Borrower and maintains directly or indirectly
at least a __% ownership interest in the applicable entity (i.e. Bluerock Special Opportunity+
Income Fund II, LLC or Bluerock Special Opportunity+ Income Fund III, LLC).



 


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



 


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



 


		(v)	(Intentionally
                                         omitted)At the time of the first Investor Interest Transfer, Borrower
                                         pays to Lender a Transfer fee in the amount of $25,000. (Borrower will not be required
                                         to pay a Transfer fee for subsequent Investor Interest Transfers.)



 




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Limited Partner or Non-Managing Member Transfer	Page 1



    	 



    

 


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



 


		(vii)	Lender
                                         receives confirmation acceptable to Lender that the requirements of Section 6.13 continue
                                         to be satisfied.



 


		(viii)	Lender
                                         receives organizational charts reflecting the structure of Borrower prior to and after
                                         the Investor Interest Transfer and copies of the then-current organizational documents
                                         of Borrower, including any amendments.



 


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



 


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



 


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



 


		(x)	Borrower
                                         delivers to Lender searches confirming that no transferee with an interest of 25% or
                                         more is on the list of Specially Designated Nationals or other blocked persons published
                                         by the U.S. Office of Foreign Assets Control, or on the list of persons or entities prohibited
                                         from doing business with the Department of Housing and Urban Development.



 


		B.	The
                                         following definitions are added to Article XII:



 


"Investor
Interest Transfer" is defined in Section 7.03(df).


 


"Investor
Interests" is defined in Section 7.03(df).


 




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EXHIBIT A


 


DESCRIPTION
OF THE LAND


 


Land
Situated in the Township of Ann Arbor in the County of Washtenaw in the State of Michigan:


 


Parcel
A:


 


Part
of the Southwest 114 of Section 25, Town 2 South, Range 6 East, Township of Ann Arbor, Washtenaw County, Michigan, described as:
Commencing at the South 1/4 corner of said Section 25; thence North 00 degrees 58 minutes 22 seconds West 294.86 feet along the
North and South 114 line of said Section and the centerline of Dixboro Road for a place of beginning; thence North 87 degrees
43 minutes 42 seconds West 72.60 feet along the centerline of Geddes Road; thence North 02 degrees 16 minutes 07 seconds East
70.00 feet; thence North 87 degrees 43 minutes 42 seconds West 439.97 feet along the North line of Geddes Road; thence along the
Easterly Right of Way line of Highway US-23 along the following 7 courses: North 42 degrees 48 minutes 11 seconds West 211.54
feet, North 02 degrees 18 minutes 16 seconds East 220.02 feet, North 45 degrees 29 minutes 34 seconds West 136.39 feet, North
18 degrees 43 minutes 54 seconds West 102.70 feet, South 88 degrees 43 minutes 45 seconds West 64.53 feet, North 45 degrees 29
minutes 34 seconds West 312.88 feet, and North 24 degrees 09 minutes 47 seconds West 206.14 feet; thence North 78 degrees 44 minutes
23 seconds East 272.46 feet; thence North 05 degrees 54 minutes 59 seconds West 87.46 feet; thence South 83 degrees 34 minutes
44 seconds West 44.78 feet; thence North 07 degrees 50 minutes 22 seconds West 121.13 feet; thence North 73 degrees 08 minutes
45 seconds East 56.94 feet; thence North 21 degrees 13 minutes 42 seconds West 136.77 feet; thence North 42 degrees 15 minutes
48 seconds East 29.73 feet; thence South 46 degrees 24 minutes 27 seconds East 141.50 feet; thence North 38 degrees 20 minutes
03 seconds East 189.45 feet; thence South 72 degrees 39 minutes 23 seconds East 67.05 feet; thence North 17 degrees 40 minutes
39 seconds East 282.08 feet; thence South 17 degrees 56 minutes 12 seconds East 91.96 feet; thence South 85 degrees 51 minutes
19 seconds East 69.18 feet; thence North 72 degrees 31 minutes 31 seconds East 56.61 feet; thence South 44 degrees 46 minutes
31 seconds East 59.00 feet; thence South 71 degrees 31 minutes 09 seconds East 48.84 feet; thence North 45 degrees 13 minutes
29 seconds East 225.00 feet; thence North 89 degrees 02 minutes 10 seconds East 125.09 feet to the North and South 1/4 line of
Section 25; thence along said line, also being the centerline of Dixboro Road, South 00 degrees 58 minutes 22 seconds East 1813.15
feet to the place of beginning.


 




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Parcel
B:


 


Part
of the Southwest 1/4 of Section 25, Town 2 South, Range 6 East, Township of Ann Arbor, Washtenaw County, Michigan, described as:
Commencing at the South 1/4 corner of said Section 25; thence North 00 degrees 58 minutes 22 seconds West 2108.01 feet along the
North and South 1/4 line of said Section and the centerline of Dixboro Road; thence South 89 degrees 02 minutes 10 seconds West
125.09 feet; thence South 45 degrees 13 minutes 29 seconds West 225.00 feet; thence North 71 degrees 31 minutes 09 seconds West
48.84 feet; thence North 44 degrees 46 minutes 31 seconds West 59.00 feet; thence South 72 degrees 31 minutes 31 seconds West
56.61 feet; thence North 85 degrees 51 minutes 19 seconds West 69.18 feet; thence North 17 degrees 56 minutes 12 seconds West
91.96 feet to a place of beginning; thence South 17 degrees 40 minutes 39 seconds West 282.08 feet; thence North 72 degrees 39
minutes 23 seconds West 67.05 feet; thence South 38 degrees 20 minutes 03 seconds West 189.45 feet; thence North 46 degrees 24
minutes 27 seconds West 141.50 feet; thence South 42 degrees 15 minutes 48 seconds West 29;73 feet; thence South 21 degrees 13
minutes 42 seconds East 136.77 feet; thence South 73 degrees 08 minutes 45 seconds West 56.94 feet; thence South 07 degrees 50
minutes 22 seconds East 121.13 feet; thence North 83 degrees 34 minutes 44 seconds East 44.78 feet; thence South 05 degrees 54
minutes 59 seconds East 87.46 feet; thence South 78 degrees 44 minutes 23 seconds West 272.46 feet; thence along the East line
of Highway US-23, 300 feet wide, North 24 degrees 09 minutes 47 seconds West 105.13 feet; thence North 01 degrees 05 minutes 26
seconds West 991.33 feet; thence South 72 degrees 13 minutes 31 seconds East 234.21 feet; thence South 85 degrees 31 minutes 30
seconds East 115.35 feet; thence South 24 degrees 16 minutes 13 seconds East 245.72 feet; thence North 85 degrees 01 minutes 49
seconds East 138.52 feet; thence North 65 degrees 54 minutes 20 seconds East 50.61 feet; thence South 17 degrees 56 minutes 12
seconds East 98.98 feet to the place of beginning.


 


EASEMENT
PARCEL:


 


TOGETHER
WITH those certain perpetual, reciprocal, non-exclusive easements for storm drainage, water supply, sanitary sewer, fire lane,
utilities, and landscaping as set forth in that certain Easement Agreement dated September 22, 1987 by and between Village Green
of Ann Arbor Associates Limited Partnership and HSF Associates II Limited Partnership, recorded October 30, 1987 in Liber 2185,
Page 893 of the Records of Washtenaw County, Michigan, as amended by First Amendment of Easement Agreement recorded January 4,
1995 in Liber 3065, Page 683 of the Records of Washtenaw County, Michigan.


 




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EXHIBIT B


 


MODIFICATIONS
TO MULTIFAMILY LOAN AND SECURITY AGREEMENT


 


		1.	Section
                                         6.07(c)(iii) of the Loan Agreement is hereby modified by adding the following phrase
                                         at the end of such section before the period ": provided, however, Lender shall
                                         not be entitled to request any such financial information be audited by any third party
                                         accounting firm except as permitted under Section 6.07(d) or Section 11.13."



 


		2.	The introductory paragraph of Section
                                         6.13(a) is amended in full as follows:



 


		(a)	Single
                                         Purpose Entity Requirements. Until the Indebtedness is paid in full, each Borrower
                                         and any SPE Equity Owner will remain
                                         a "Single Purpose Entity," which means a corporation, limited partnership,
                                         or limited liability company which, at all times from the date of this Loan Agreement
                                         and thereafter will satisfy each of the following conditions:



 


		3.	Section 6.13(a)(xviii) is amended
                                         in full as follows:



 


		(xviii)	It
                                         will (a) maintain adequate capital for the normal obligations reasonably foreseeable
                                         in a business of its size and character and in light of its contemplated business operations
                                         and (b) pay its debts and liabilities only from its own assets as the same become due,
                                         provided that in each instance (a) there exists sufficient cash flow from the Mortgaged
                                         Property to do so after the payment of all operating expenses and debt service (but in
                                         no event shall Borrower satisfy said obligations, debts and/or liabilities from the assets
                                         of another entity) and (b) this Section 6.13(a)(xviii) shall not require any equity owner
                                         to make additional capital contributions to Borrower.



 


		4.	Section 6.13(a)(xx) is amended
                                         in full as follows:



 


(xx)
It will pay (or cause the Property Manager to pay on behalf of Borrower only from Borrower's funds) its own liabilities (including
salaries of its own employees) only from its own funds,
provided that (a) there exists sufficient cash flow from the Mortgaged Property to do so after the payment of all operating expenses
and debt service (but in no event shall Borrower satisfy said liabilities from the assets of another entity) and (b) this Section
6.1 3(a)(xx) shall not require any equity owner to make additional capital contributions to Borrower.


 


		5.	Section 6.13(a)(xxiii) is amended
                                         in full as follows:



 


(xxiii)
It will (a) maintain a sufficient number of employees (if any) in light of its contemplated business operations and (b) pay the
salaries of its own employees, if any, only from its own funds, provided that in each instance (a) there exists sufficient cash
flow from the Mortgaged Property to do so after the payment of all operating expenses and debt service (but in no event shall
Borrower satisfy said obligations from the assets of another entity) and (b) this Section 6.13 (a)(xxiii) shall not require any
equity owner to make additional capital contributions to Borrower.


 




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		6.	(intentionally omitted)



 


		7.	(intentionally omitted)



 


		8.	Section 9.01(1) of the Loan Agreement
                                         is hereby deleted in its entirety and replaced with the following



 


		"(1)	Borrower
                                         or any SPE Equity Owner has made any representations or warranty in Article V or any
                                         other Section of this Loan Agreement that is false or misleading in any material respect;
                                         provided however that such false or misleading representation shall not constitute an
                                         Event of Default if Lender determines in its sole and absolute discretion that it is
                                         susceptible to being cured and then is cured by Borrower in such a way as to make the
                                         01iginal statement true and not misleading within 15 days after receipt of notice from
                                         Lender identifying such misrepresentation. Borrower will be responsible for all Lender,
                                         Borrower or other costs associated with the identification and cure of any such false
                                         or misleading representations."



 


		9.	Section 10.02 (i) of the Loan Agreement
                                         is amended by adding the following sentence at the end of such Section:·



 


"Notwithstanding
anything in this Article X to the contrary, this Section 10.02(i) shall not apply to the introduction and initial release of Hazardous
Materials on the Mortgaged Property from and after the date that the Lender acquires title and has assumed possession and control
of the Mortgaged Property through power of sale, foreclosure of deed in lieu of foreclosure ("Transfer Date");
provided, however the Borrower shall bear the burden of proof that the introduction and initial release of such Hazardous Materials
(i) occurred subsequent to the Transfer Date, (ii) did not occur
as a result of any action or failure to act of the Borrower or any Affiliate of Borrower in, on under or near the Mortgaged Property
and (iii) did not occur as a result of any Prohibited Activities or Conditions which occurred prior to the Transfer Date."


 


		10.	Section 6.15 (a) of the Loan Agreement
                                         is amended by adding the following sentence at the end of such Section"



 


"
The foregoing notwithstanding, Borrower may enter into residential leases of units that constitute 5% or less of the total units
located at the Mortgage Property for lease terms of not less than one (1) month but less than six (6) months."


 




    	Multifamily Loan and Security Agreement (CME)	Page B-2



    	 



    

 


EXHIBIT C


 


	REPAIR ITEM	 	ESTIMATED COST	 	 	COMPLETION DATE
	Pavement and curbing repairs	 	 	 	 	 	 
	Landscaping	 	$	39,000	 	 	June 9, 2013
	Exterior wall repairs	 	$	52,000	 	 	June 9, 2013
	Roof coverings	 	$	478,510	 	 	June 9, 2013
	Heat exchangers	 	$	74,997	 	 	June 9, 2013
	Carbon monoxide detectors	 	$	24,000	 	 	June 9, 2013
	Code compliance	 	$	52,000	 	 	June 9, 2013
	Lighting	 	$	12,000	 	 	June 9, 2013
	ESTIMATED  TOTAL	 	$	789,382	 	 	 
	 	 	 	x
                                         approximately  125% ESCROW	 	 	 
	TOTAL ESCROWED	 	$	975,476	 	 	 



 




    	Multifamily Loan and Security Agreement (CME)	Page C-1



    	 



    

 


EXHIBIT D


 


REPAIR DISBURSEMENT
REQUEST


 


The undersigned hereby
requests from _____________________ ("Lender") the disbursement of funds in the amount of $_______________________________
("Disbursement Request") from the Repair Reserve Fund established pursuant to the Multifamily Loan and Security
Agreement dated_____________________________, 20_ by and between Lender and the undersigned ( "Loan Agreement") to pay
for repairs to the multifamily apartment project known as _________________________and located in _______________



 


The undersigned hereby
represents and warrants to Lender that the following information and certifications provided in connection with this Disbursement
Request are true and correct as of the date hereof:


 


		1.	Purpose for which disbursement
                                         is requested:



 


			_____________________________________________________________________________



 


		2.	To whom the disbursement will be
                                         made (may be the undersigned in the case of reimbursement for advances and payments made
                                         or cost incurred for work done by the undersigned): ____________________________________________________________



 


		3.	Estimated costs of completing
                                         the uncompleted Repairs as of the date of this Disbursement Request: _______________________________________



 


		4.	The undersigned certifies that
                                         each of the following is true:



 


		(a)	The disbursement requested pursuant
                                         to this Disbursement Request will be used solely to pay a cost or costs allowable under
                                         the Loan Agreement.



 


		(b)	None of the items for which
                                         disbursement is requested pursuant to this Disbursement Request has formed the basis
                                         for any disbursement previously made from the Repair Reserve Fund.



 


		(c)	All labor and materials for which
                                         disbursements have been requested have been incorporated into the Improvements or suitably
                                         stored upon the Mortgaged Property in accordance with reasonable and standard building
                                         practices, the Loan Agreement and all applicable laws, ordinances, rules and regulations
                                         of any governmental authority having jurisdiction over the Mortgaged Property.



 


		(d)	The materials, supplies and equipment
                                         furnished or installed for the Repairs are not subject to any Lien or security interest
                                         or that the funds to be disbursed pursuant to this Disbursement Request are to be used
                                         to satisfy any such Lien or security interest.



 




    	Multifamily Loan and Security Agreement (CME)	Page D-1



    	 



    

 


		5.	All capitalized terms used in
                                         this Disbursement Request without definition will have the meanings ascribed to them
                                         in the Loan Agreement.



 


IN
WITNESS WHEREOF, the undersigned has executed this Disbursement Request as of the day and date first above written.


 


	 	 	 	BORROWER:
	 	 	 	 
	 	 	 	 
	Date:	 	 	 


 




    	Multifamily Loan and Security Agreement (CME)	Page D-2



    	 



    

 


EXHIBIT E


 


WORK COMMENCED
AT MORTGAGED PROPERTY


 


NONE.


 




    	Multifamily Loan and Security Agreement (CME)	Page E-1



    	 



    

 


EXHIBIT F


 


CAPITAL REPLACEMENTS


 


		•	Carpet/vinyl
                                         flooring



		•	Window
                                         treatments



		•	Roofs



		•	Furnaces/boilers



		•	Air
                                         conditioners



		•	Ovens/ranges



		•	Refrigerators



		•	Dishwashers



		•	Water
                                         heaters



		•	Garbage
                                         disposals



 


The following additional
items may also be funded from the Replacement Reserve Fund:


 


		•	Asphaltic
                                         concrete



		•	Asphalt
                                         repairs/ striping



		•	Pool/spa
                                         liner



		•	Microwaves



		•	Washer/dryers



		•	Wood
                                         replacement/exterior painting



 




    	Multifamily Loan and Security Agreement (CME)	Page F-1



    	 



    

 


EXHIBIT G


 


DESCRIPTION
OF GROUND LEASE


 


NOT APPLICABLE


 




    	Multifamily Loan and Security Agreement (CME)	Page G-1



    	 



    

 


EXHIBIT H


 


ORGANIZATIONAL
CHART OF BORROWER AS OF THE CLOSING DATE


 





 




    	Multifamily Loan and Security Agreement (CME)	Page H-1



    	 



    

 


EXHIBIT I


 


DESIGNATED ENTITIES
FOR TRANSFERS AND GUARANTOR(S)


 


Designated Entities
for Transfers


 


		•	Holtzman Equities #11 Limited
                                         Partnership, a Michigan limited partnership



 


		•	JH Village Green LLC,
                                         a Delaware limited liability company



 


		•	BR VG Ann Arbor JV Member,
                                         LLC, a Delaware limited liability company



 


		•	Bluerock Special Opportunity
                                         + Income Fund II, LLC, a Delaware limited liability company



 


		•	Bluerock Special Opportunity
                                         + Income Fund III, LLC, a Delaware limited liability company



 


Guarantor(s)


 


		•	Jonathan Holtzman



 


		•	Bluerock Special Opportunity
                                         + Income Fund II, LLC, a Delaware limited liability company



 


		•	Bluerock Special Opportunity
                                         + Income Fund III, LLC, a Delaware limited liability company



 




    	Multifamily Loan and Security Agreement (CME)	Page I-1