Multifamily Note



 Exhibit 10.13 
 FHLMC LOAN NO. 534384196 
 MULTIFAMILY NOTE 

MULTISTATE – ADJUSTABLE RATE 
 (REVISION DATE 08-10-2009) 
  

			
	US $23,475,000.00	  	Effective Date: February 1, 2010

 FOR VALUE RECEIVED, the undersigned (together with such party’s or parties’ successors and assigns, “Borrower”), jointly and severally (if more than one) promises to pay to the
order of CBRE CAPITAL MARKETS, INC., a Texas corporation, the principal sum of TWENTY THREE MILLION FOUR HUNDRED SEVENTY FIVE THOUSAND and 00/100 DOLLARS (US $23,475,000.00), with interest on the unpaid principal balance, as hereinafter provided.

 1.        Defined Terms. 

(a)      As used in this Note: 

“Adjustable Interest Rate” means the variable annual interest rate calculated for each
Interest Adjustment Period so as to equal the Index Rate for such Interest Adjustment Period (truncated at the fifth
(5th) decimal place if necessary) plus the Margin.
However, in no event will the Adjustable Interest Rate exceed the Capped Interest Rate. 
 “Amortization
Period” means a period of 360 full consecutive calendar months. 
 “Base Recourse”
means a portion of the Indebtedness equal to zero percent (0%) of the original principal balance of this Note. 

“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. 
 “Capped Interest Rate” means seven
and one quarter percent (7.25%) per annum. 
 “Default Rate” means a variable annual
interest rate equal to four (4) percentage points above the Adjustable Interest Rate in effect from time to time. However, at no time will the Default Rate exceed the Maximum Interest Rate. 

“Index Rate” means, for any Interest Adjustment Period, the Reference
Bill® Index Rate for such Interest Adjustment Period. 

  
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 “Installment Due Date” means, for any monthly installment of
interest only or principal and interest, the date on which such monthly installment is due and payable pursuant to Section 3 of this Note. The “First Installment Due Date” under this Note is March 1, 2010. 

“Interest Adjustment Period” means each successive one (1) calendar month period until the entire
Indebtedness is paid in full, except that the first Interest Adjustment Period is the period from the date of this Note through February 28, 2010. Therefore, the second Interest Adjustment Period shall be the period from March 1, 2010
through March 31, 2010, and so on until the entire Indebtedness is paid in full. 
 “Lender”
means the holder from time to time of this Note. 
 “LIBOR Index” means the British Bankers
Association’s (BBA) one (1) month LIBOR Rate for United States Dollar deposits, as displayed on the LIBOR Index Page used to establish the LIBOR Index Rate. 
 “LIBOR Index Rate” means, for any Interest Adjustment Period after the first Interest Adjustment Period, the BBA’s LIBOR Rate for the LIBOR Index released by the BBA
most recently preceding the first day of such Interest Adjustment Period, as such LIBOR Rate is displayed on the LIBOR Index Page. The LIBOR Index Rate for the first Interest Adjustment Period means the British Bankers Association’s (BBA) LIBOR
Rate for the LIBOR Index released by the BBA most recently preceding the first day of the month in which the first Interest Adjustment Period begins, as such LIBOR Rate is displayed on the LIBOR Index Page. “LIBOR Index Page” is the
Bloomberg L.P., page “BBAM”, or such other page for the LIBOR Index as may replace page BBAM on that service, or at the option of Lender (i) the applicable page for the LIBOR Index on another service which electronically transmits or
displays BBA LIBOR Rates, or (ii) any publication of LIBOR rates available from the BBA. In the event the BBA ceases to set or publish a LIBOR rate/interest settlement rate for the LIBOR Index, Lender will designate an alternative index, and
such alternative index shall constitute the LIBOR Index Page. 
 “Loan” means the loan evidenced
by this Note. 
 “Lockout Period” is not applicable, there is no Lockout Period under this Note.

 “Margin” means three and sixty two hundredths (3.62) percentage points (362 basis
points). 

  
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 “Maturity Date” means the earlier of
(i) February 1,2017 (the “Scheduled Maturity Date”), and (ii) the date on which the unpaid principal balance of this Note becomes due and payable by acceleration or otherwise pursuant to the Loan Documents or the
exercise by Lender of any right or remedy under any Loan Document. 
 “Maximum Interest Rate”
means the rate of interest that results in the maximum amount of interest allowed by applicable law. 

“Prepayment Premium Period” means the period during which, if a prepayment of principal occurs, a
prepayment premium will be payable by Borrower to Lender. The Prepayment Premium Period is the period from and including the date of this Note until but not including the first day of the Window Period. 

“Reference Bills®” means the unsecured general obligations of the Federal Home Loan Mortgage
Corporation (“Freddie Mac”) designated by Freddie Mac as “Reference Bills®Securities” and having original durations to maturity most comparable to the term of the Reference Bill Index, and issued by Freddie Mac
at regularly scheduled auctions. In the event Freddie Mac shall at any time cease to designate any unsecured general obligations of Freddie Mac as “Reference Bills Securities”, then at the option of Lender (i) Lender may select from
time to time another unsecured general obligation of Freddie Mac having original durations to maturity most comparable to the term of the Reference Bill Index and issued by Freddie Mac at regularly scheduled auctions, and the term “Reference
Bills” as used in this Note shall mean such other unsecured general obligations as selected by Lender; or (ii) for any one or more Interest Adjustment Periods, Lender may use the applicable LIBOR Index Rate as the Index Rate for such
Interest Adjustment Period(s). 
 “Reference Bill Index” means the one month Reference Bills.
One-month reference bills have original durations to maturity of approximately 30 days. 
 “Reference Bill Index
Rate” means, for any Interest Adjustment Period after the first Interest Adjustment Period, the Money Market Yield for the Reference Bills as established by the Reference Bill auction conducted by Freddie Mac most recently preceding
the first day of such Interest Adjustment Period, as displayed on the Reference Bill Index Page. The Reference Bill Index Rate for the first Interest Adjustment Period means the Money Market Yield for the Reference Bills as established by the
Reference Bill auction conducted by Freddie Mac most recently preceding the first day of the month in which the first Interest Adjustment Period begins, as displayed on the Reference Bill Index Page. The “Reference Bill Index Page”
is the Freddie Mac Debt Securities Web Page (accessed via the Freddie Mac internet site at www.freddiemac.com), or at the option of Lender, any publication of Reference Bills auction results available


  
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from Freddie Mac. However, if Freddie Mac has not conducted a Reference Bill auction within the 60-calendar day period prior to the first day of an Interest Adjustment Period, the Reference Bill
Index Rate for such Interest Adjustment Period will be the LIBOR Index Rate for such Interest Adjustment Period. 

“Remaining Amortization Period” means, at any point in time, the number of consecutive calendar months
equal to the number of months in the Amortization Period minus the number of scheduled monthly installments of principal and interest that have elapsed since the date of this Note. 

“Security Instrument” means the multifamily mortgage, deed to secure debt or deed of trust effective as of
the effective date of this Note, from Borrower to or for the benefit of Lender and securing this Note. 
 “Window
Period” means the three (3) consecutive calendar month period prior to the Scheduled Maturity Date. 

“Yield Maintenance Period” is not applicable, there is no Yield Maintenance Period under this Note.

 (b)        Other capitalized terms used but not defined in this Note shall have the
meanings given to such terms in the Security Instrument. 
 2.        Address for
Payment.   All payments due under this Note shall be payable at P.O. Box 297480, Houston, Texas 77297, or such other place as may be designated by Notice to Borrower from or on behalf of Lender. 

3.         Payments. 

(a)        Interest will accrue on the outstanding principal balance of this Note at the
Adjustable Interest Rate, subject to the provisions of Section 8 of this Note. 

(b)        Interest under this Note shall be computed, payable and allocated on the basis of an
actual/360 interest calculation schedule (interest is payable for the actual number of days in each month, and each month’s interest is calculated by multiplying the unpaid principal amount of this Note as of the first day of the month for
which interest is being calculated by the applicable Adjustable Interest Rate, dividing the product by 360, and multiplying the quotient by the number of days in the month for which interest is being calculated). For convenience in determining the
amount of a monthly installment of principal and interest under this Note, Lender will use a 30/360 interest calculation payment schedule (each year is treated as consisting of twelve 30-day months). However, as provided above, the portion of the
monthly installment actually payable as and allocated to interest will be based upon an actual/360 interest calculation schedule, and the amount of each installment attributable to principal and the amount attributable to interest will vary based
upon the number of days in the month for which such installment is 

  
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paid. Each monthly payment of principal and interest will first be applied to pay in full interest due, and the balance of the monthly payment paid by Borrower will be credited to principal.

 (c)        Unless disbursement of principal is made by Lender to Borrower on the
first day of a calendar month, interest for the period beginning on the date of disbursement and ending on and including the last day of such calendar month shall be payable by Borrower simultaneously with the execution of this Note. If disbursement
of principal is made by Lender to Borrower on the first day of a calendar month, then no payment will be due from Borrower at the time of the execution of this Note. The Installment Due Date for the first monthly installment payment under
Section 3(d) of interest only or principal and interest, as applicable, will be the First Installment Due Date set forth in Section l(a) of this Note. Except as provided in this Section 3(c) and in Section 10, accrued interest will be
payable in arrears. 
 (d)        Beginning on the First Installment Due Date, and
continuing until and including the monthly installment due on the Maturity Date, principal and accrued interest shall be payable by Borrower in consecutive monthly installments due and payable on the first day of each calendar month. The amount of
the monthly installment of principal and interest payable pursuant to this Section 3(d) on an Installment Due Date shall be calculated so as to equal the monthly payment amount which would be payable on the Installment Due Date as if the unpaid
principal balance of this Note as of the first day of the Interest Adjustment Period immediately preceding the Installment Due Date was to be fully amortized, together with interest thereon at the Adjustable Interest Rate in effect for such Interest
Adjustment Period, in equal consecutive monthly payments paid on the first day of each calendar month over the Remaining Amortization Period. 
 (e)        All remaining Indebtedness, including all principal and interest, shall be due and payable by Borrower on the Maturity Date. 

(f)        Lender shall provide Borrower with Notice, given in the manner specified in the
Security Instrument, of the amount of each monthly installment due under this Note. However, if Lender has not provided Borrower with prior notice of the monthly payment due on any Installment Due Date, then Borrower shall pay on that Installment
Due Date an amount equal to the monthly installment payment for which Borrower last received notice. If Lender at any time determines that Borrower has paid one or more monthly installments in an incorrect amount because of the operation of the
preceding sentence, or because Lender has miscalculated the Adjustable Interest Rate or has otherwise miscalculated the amount of any monthly installment, then Lender shall give notice to Borrower of such determination. If such determination
discloses that Borrower has paid less than the full amount due for the period for which the determination was made, Borrower, within 30 calendar days after receipt of the notice from Lender, shall pay to Lender the full amount of the deficiency. If
such determination discloses that Borrower has paid more than the full amount due for the period for which the determination was made, then the amount of the overpayment shall be credited to the next installment(s) of interest only or principal and
interest, as applicable, due under this Note (or, if an Event of Default has occurred 

  
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and is continuing, such overpayment shall be credited against any amount owing by Borrower to Lender). 
 (g)      All payments under this Note shall be made in immediately available U.S. funds. 
 (h)      Any regularly scheduled monthly installment of interest only or principal and interest payable pursuant to this Section 3 that is received by Lender before the
date it is due shall be deemed to have been received on the due date for the purpose of calculating interest due. 

(i)        Any accrued interest remaining past due for 30 days or more, at Lender’s
discretion, may be added to and become part of the unpaid principal balance of this Note and any reference to “accrued interest” shall refer to accrued interest which has not become part of the unpaid principal balance. Any amount added to
principal pursuant to the Loan Documents shall bear interest at the applicable rate or rates specified in this Note and shall be payable with such interest upon demand by Lender and absent such demand, as provided in this Note for the payment of
principal and interest. 
 (j)        In accordance with Section 14, interest
charged under this Note cannot exceed the Maximum Interest Rate. If the Adjustable Interest Rate at any time exceeds the Maximum Interest Rate, resulting in the charging of interest hereunder to be limited to the Maximum Interest Rate, then any
subsequent reduction in the Adjustable Interest Rate shall not reduce the rate at which interest under this Note accrues below the Maximum Interest Rate until the total amount of interest accrued hereunder equals the amount of interest which would
have accrued had the Adjustable Interest Rate at all times been in effect. 

4.        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, Lender may apply the amount received to amounts then due and payable in any manner and in any order determined by Lender,
in Lender’s discretion. Borrower agrees that neither Lender’s acceptance of a payment from Borrower in an amount that is less than all amounts then due and payable nor Lender’s application of such payment shall constitute or be deemed
to constitute either a waiver of the unpaid amounts or an accord and satisfaction. 

5.        Security.  The Indebtedness is secured by, among other things, the
Security Instrument, and reference is made to the Security Instrument for other rights of Lender as to collateral for the Indebtedness. 
 6.        Acceleration.  If an Event of Default has occurred and is continuing, the entire unpaid principal balance, any accrued interest, any
prepayment premium payable under Section 10, and all other amounts payable under this Note and any other Loan Document, shall at once become due and payable, at the option of Lender, without any prior notice to Borrower (except if notice is
required by applicable law, then after such notice). Lender may exercise this option to accelerate regardless of any prior forbearance. For purposes of exercising such option, Lender shall calculate the prepayment premium as if prepayment occurred
on the date of 

  
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acceleration. If prepayment occurs thereafter, Lender shall recalculate the prepayment premium as of the actual prepayment date. 

7.        Late Charge. 

(a)      If any monthly installment of interest or principal and interest or other amount payable under
this Note or under the Security Instrument or any other Loan Document is not received in full by Lender within five (5) days after the installment or other amount is due, counting from and including the date such installment or other amount is
due (unless applicable law requires a longer period of time before a late charge may be imposed, in which event such longer period shall be substituted), Borrower shall pay to Lender, immediately and without demand by Lender, a late charge equal to
five percent (5%) of such installment or other amount due (unless applicable law requires a lesser amount be charged, in which event such lesser amount shall be substituted). 

(b)      Borrower acknowledges that its failure to make timely payments will cause Lender to incur
additional expenses in servicing and processing the Loan and that it is extremely difficult and impractical to determine those additional expenses. Borrower agrees that the late charge payable pursuant to this Section represents a fair and
reasonable estimate, taking into account all circumstances existing on the date of this Note, of the additional expenses Lender will incur by reason of such late payment. The late charge is payable in addition to, and not in lieu of, any interest
payable at the Default Rate pursuant to Section 8. 
 8.        Default
Rate. 
 (a)      So long as (i) any monthly installment under this Note remains past due
for thirty (30) days or more or (ii) any other Event of Default has occurred and is continuing, then notwithstanding anything in Section 3 of this Note to the contrary, interest under this Note shall accrue on the unpaid principal
balance from the Installment Due Date of the first such unpaid monthly installment or the occurrence of such other Event of Default, as applicable, at the Default Rate. 
 (b)      From and after the Maturity Date, the unpaid principal balance shall continue to bear interest at the Default Rate until and including the date on which the entire
principal balance is paid in full. 
 (c)      Borrower acknowledges that (i) its failure to
make timely payments will cause Lender to incur additional expenses in servicing and processing the Loan, (ii) during the time that any monthly installment under this Note is delinquent for thirty (30) days or more, Lender will incur
additional costs and expenses arising from its loss of the use of the money due and from the adverse impact on Lender’s ability to meet its other obligations and to take advantage of other investment opportunities; and (iii) it is
extremely difficult and impractical to determine those additional costs and expenses. Borrower also acknowledges that, during the time that any monthly installment under this Note is delinquent for thirty (30) days or more or any other Event


  
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of Default has occurred and is continuing, Lender’s risk of nonpayment of this Note will be materially increased and Lender is entitled to be compensated for such increased risk. Borrower
agrees that the increase in the rate of interest payable under this Note to the Default Rate represents a fair and reasonable estimate, taking into account all circumstances existing on the date of this Note, of the additional costs and expenses
Lender will incur by reason of the Borrower’s delinquent payment and the additional compensation Lender is entitled to receive for the increased risks of nonpayment associated with a delinquent loan. 

9.        Limits on Personal Liability. 

(a)      Except as otherwise provided in this Section 9, Borrower shall have no personal liability
under this Note, the Security Instrument or any other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents and Lender’s only recourse for the satisfaction of
the Indebtedness and the performance of such obligations shall be Lender’s exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender as security for the Indebtedness. This limitation
on Borrower’s liability shall not limit or impair Lender’s enforcement of its rights against any guarantor of the Indebtedness or any guarantor of any other obligations of Borrower. 

(b)      Borrower shall be personally liable to Lender for the amount of the Base Recourse, plus any other
amounts for which Borrower has personal liability under this Section 9. 
 (c)      In
addition to the Base Recourse, Borrower shall be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by Lender as a result of the occurrence of any of the following events:

  

	 	(i)	Borrower fails to pay to Lender upon demand after an Event of Default all Rents to which Lender is entitled under Section 3(a) of the Security Instrument and the
amount of all security deposits collected by Borrower from tenants then in residence. However, Borrower will not be personally liable for any failure described in this subsection (i) if Borrower is unable to pay to Lender all Rents and security
deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. 

  

	 	(ii)	Borrower fails to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument. However, Borrower will not be personally liable for any
failure described in this subsection (ii) if Borrower is unable to apply insurance or condemnation proceeds as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding.



  
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	 	(iii)	Borrower fails to comply with Section 14(g) or (h) of the Security Instrument relating to the delivery of books and records, statements, schedules and
reports. 

  

	 	(iv)	Borrower fails to pay when due in accordance with the terms of the Security Instrument the amount of any item below marked “Deferred”; provided however, that
if no item is marked “Deferred”, this Section 9(c)(iv) shall be of no force or effect. 

  

			
	[Deferred]	    	Hazard Insurance premiums or other insurance premiums,
	[Collect]	    	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)

 (d)      In addition to the Base Recourse, Borrower shall be personally liable to Lender for: 

 

	 	(i)	the performance of all of Borrower’s obligations under Section 18 of the Security Instrument (relating to environmental matters); 


 

	 	(ii)	the costs of any audit under Section 14(g) of the Security Instrument; and 


 

	 	(iii)	any costs and expenses incurred by Lender in connection with the collection of any amount for which Borrower is personally liable under this Section 9, including
Attorneys’ Fees and Costs and the costs of conducting any independent audit of Borrower’s books and records to determine the amount for which Borrower has personal liability. 


(e)        All payments made by Borrower with respect to the Indebtedness and all amounts
received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which Borrower has no personal liability. 

(f)        Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender
for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: 
  

	 	(i)	Borrower’s ownership of any property or operation of any business not permitted by Section 33 of the Security Instrument; 


  
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	 	(ii)	a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer
consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or 


 

	 	(iii)	fraud or written material misrepresentation by Borrower or any officer, director, partner, member or employee of Borrower in connection with the application for or
creation of the Indebtedness or any request for any action or consent by Lender. 


(g)        To the extent that Borrower has personal liability under this Section 9, Lender
may exercise its rights against Borrower personally without regard to whether Lender has exercised any rights against the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to
Lender under this Note, the Security Instrument, any other Loan Document or applicable law. To the fullest extent permitted by applicable law, in any action to enforce Borrower’s personal liability under this Section 9, Borrower waives any
right to set off the value of the Mortgaged Property against such personal liability. 

10.        Voluntary and Involuntary Prepayments. 

(a)        Any receipt by Lender of principal due under this Note prior to the Maturity Date,
other than principal required to be paid in monthly installments pursuant to Section 3, constitutes a prepayment of principal under this Note. Without limiting the foregoing, any application by Lender, prior to the Maturity Date, of any
proceeds of collateral or other security to the repayment of any portion of the unpaid principal balance of this Note constitutes a prepayment under this Note. 
 (b)        Borrower may not voluntarily prepay any portion of the principal balance of this Note during the Lockout Period, if a Lockout Period is applicable to
this Note. However, if any portion of the principal balance of this Note is prepaid during the Lockout Period by reason of the application by Lender of any proceeds of collateral or other security to any portion of the unpaid principal balance of
this Note or following a determination that the prohibition on voluntary prepayments during the Lockout Period is in contravention of applicable law, then Borrower must also pay to Lender upon demand by Lender, a prepayment premium equal to five
percent (5.0%) of the amount of principal being prepaid. 
 (c)        Following
the end of the Lockout Period, Borrower may voluntarily prepay all of the unpaid principal balance of this Note on an Installment Due Date so long as Borrower designates the date for such prepayment in a Notice from Borrower to Lender given at least
30 days prior to the date of such prepayment. If an Installment Due Date (as defined in Section l(a)) falls on a day which is not a Business Day, then with respect to payments made under this 


  
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Section 10 only, the term “Installment Due Date” shall mean the Business Day immediately preceding the scheduled Installment Due Date. 

(d)        Notwithstanding subsection (c) above, Borrower may voluntarily prepay all of the
unpaid principal balance of this Note on a Business Day other than an Installment Due Date if Borrower provides Lender with the Notice set forth in subsection (c) and meets the other requirements set forth in this subsection. Borrower
acknowledges that Lender has agreed that Borrower may prepay principal on a Business Day other than an Installment Due Date only because Lender shall deem any prepayment received by Lender on any day other than an Installment Due Date to have been
received on the Installment Due Date immediately following such prepayment and Borrower shall be responsible for all interest that would have been due if the prepayment had actually been made on the Installment Due Date immediately following such
prepayment. 
 (e)        Unless otherwise expressly provided in the Loan Documents,
Borrower may not voluntarily prepay less than all of the unpaid principal balance of this Note. In order to voluntarily prepay all or any part of the principal of this Note, Borrower must also pay to Lender, together with the amount of principal
being prepaid, (i) all accrued and unpaid interest due under this Note, plus (ii) all other sums due to Lender at the time of such prepayment, plus (iii) any prepayment premium calculated pursuant to Section 10(f). 

(f)        Except as provided in Section 10(g), a prepayment premium shall be due and
payable by Borrower in connection with any prepayment of principal under this Note during the Prepayment Premium Period. The prepayment premium shall be: 
  

	 	(i)	5.0% of the amount of principal being prepaid if the prepayment occurs prior to the twelfth (12th) Installment Due Date under this Note; or


  

	 	(ii)	4.0% of the amount of principal being prepaid if the prepayment occurs on or after the twelfth (12th) Installment Due Date under this Note and prior to the
twenty-fourth (24th) Installment Due Date under this Note; or 

  

	 	(iii)	3.0% of the amount of principal being prepaid if the prepayment occurs on or after the twenty-fourth (24th) Installment Due Date under this Note and prior to the
thirty-sixth (36th) Installment Due Date under this Note; or 

  

	 	(iv)	2.0% of the amount of principal being prepaid if the prepayment occurs on or after the thirty-sixth (36th) Installment Due Date under this Note and prior to the
forty-eighth (48th) Installment Due Date under this Note; or 

  

	 	(v)	1.0% of the amount of principal being prepaid if the prepayment occurs on or after the forty-eighth (48th) Installment Due Date under this Note.



  
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 (g)        Notwithstanding any other provision of
this Section 10, no prepayment premium shall be payable with respect to (i) any prepayment made during the Window Period, or (ii) any prepayment occurring as a result of the application of any insurance proceeds or condemnation award
under the Security Instrument, or (iii) any prepayment of the entire principal balance of this Note that occurs on or after the sixtieth (60th) Installment Due Date under this Note with the proceeds of a fixed interest rate or
fixed-to-float interest rate mortgage loan that is the subject of a binding commitment for purchase between the Freddie Mac and a Freddie Mac-approved Program Plus® Seller/Servicer. 

(h)        Unless Lender agrees otherwise in writing, a permitted or required prepayment of less
than the unpaid principal balance of this Note shall not extend or postpone the due date of any subsequent monthly installments or change the amount of such installments. 
 (i)         Borrower recognizes that any prepayment of any of the unpaid principal balance of this Note, whether voluntary or involuntary or resulting from an
Event of Default by Borrower, will result in Lender’s incurring loss, including reinvestment loss, additional expense and frustration or impairment of Lender’s ability to meet its commitments to third parties. Borrower agrees to pay to
Lender upon demand damages for the detriment caused by any prepayment, and agrees that it is extremely difficult and impractical to ascertain the extent of such damages. Borrower therefore acknowledges and agrees that the formula for calculating
prepayment premiums set forth in this Note represents a reasonable estimate of the damages Lender will incur because of a prepayment. Borrower further acknowledges that any lockout and prepayment premium provisions of this Note are a material part
of the consideration for the Loan, and that the terms of this Note are in other respects more favorable to Borrower as a result of the Borrower’s voluntary agreement to the lockout and prepayment premium provisions. 

11.        Costs and Expenses.   To the fullest extent allowed by applicable
law, Borrower shall pay all expenses and costs, including Attorneys’ Fees and Costs incurred by Lender as a result of any default under this Note or in connection with efforts to collect any amount due under this Note, or to enforce the
provisions of any of the other Loan Documents, including those incurred in post-judgment collection efforts and in any bankruptcy proceeding (including any action for relief from the automatic stay of any bankruptcy proceeding) or judicial or
non-judicial foreclosure proceeding. 
 12.        Forbearance.   Any
forbearance by Lender in exercising any right or remedy under this Note, the Security Instrument, or any other Loan Document or otherwise afforded by applicable law, shall not be a waiver of or preclude the exercise of that or any other right or
remedy. The acceptance by Lender of any payment after the due date of such payment, or in an amount which is less than the required payment, shall not be a waiver of Lender’s right to require prompt payment when due of all other payments or to
exercise any right or remedy with respect to any failure to make prompt payment. Enforcement by Lender of any security for Borrower’s obligations under this Note shall not constitute an election by Lender of remedies so as to preclude the
exercise of any other right or remedy available to Lender. 

  
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 13.        Waivers.   Borrower and
all endorsers and guarantors of this Note and all other third party obligors waive presentment, demand, notice of dishonor, protest, notice of acceleration, notice of intent to demand or accelerate payment or maturity, presentment for payment,
notice of nonpayment, grace, and diligence in collecting the Indebtedness. 

14.        Loan Charges (Texas Only).   Borrower and Lender intend at all times
to comply with the law of the State of Texas governing the Maximum Interest Rate or maximum amount of interest payable on or in connection with this Note and the Indebtedness (or applicable United States federal law to the extent that it permits
Lender to contract for, charge, take, reserve or receive a greater amount of interest than under Texas law). If the applicable law is ever judicially interpreted so as to render usurious any amount payable under this Note or under any other Loan
Document, or contracted for, charged, taken, reserved or received with respect to the Indebtedness, or as a result of acceleration of the maturity of this Note, or if any prepayment by Borrower results in Borrower having paid any interest in excess
of that permitted by any applicable law, then Borrower and Lender expressly intend that all excess amounts collected by Lender shall be applied to reduce the unpaid principal balance of this Note (or, if this Note has been or would thereby be paid
in full, shall be refunded to Borrower), and the provisions of this Note, the Security Instrument and any other Loan Documents immediately shall be deemed reformed and the amounts thereafter collectible under this Note or any other Loan Document
reduced, without the necessity of the execution of any new documents, so as to comply with any applicable law, but so as to permit the recovery of the fullest amount otherwise payable under this Note or any other Loan Document. The right to
accelerate the Maturity Date of this Note does not include the right to accelerate any interest, which has not otherwise accrued on the date of such acceleration, and Lender does not intend to collect any unearned interest in the event of
acceleration. All sums paid or agreed to be paid to Lender for the use, forbearance or detention of the Indebtedness shall, to the extent permitted by any applicable law, be amortized, prorated, allocated and spread throughout the full term of the
Indebtedness until payment in full so that the rate or amount of interest on account of the Indebtedness does not exceed the applicable usury ceiling. Notwithstanding any provision contained in this Note, the Security Instrument or any other Loan
Document that permits the compounding of interest, including any provision by which any accrued interest is added to the principal amount of this Note, the total amount of interest that Borrower is obligated to pay and Lender is entitled to receive
with respect to the Indebtedness shall not exceed the amount calculated on a simple (i.e., non-compounded) interest basis at the maximum rate on principal amounts actually advanced to or for the account of Borrower, including all current and
prior advances and any advances made pursuant to the Security Instrument or other Loan Documents (such as for the payment of taxes, insurance premiums and similar expenses or costs). 

15.        Commercial Purpose.   Borrower represents that Borrower is incurring
the Indebtedness solely for the purpose of carrying on a business or commercial enterprise, and not for personal, family, household, or agricultural purposes. 
 16.        Counting of Days.   Except where otherwise specifically provided, any reference in this Note to a period of “days” means
calendar days, not Business Days. 

  
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 17.        Governing Law.   This
Note shall be governed by the law of the Property Jurisdiction. 

18.        Captions.   The captions of the Sections of this Note are for
convenience only and shall be disregarded in construing this Note. 

19.        Notices; Written Modifications. 

(a)        All Notices, demands and other communications required or permitted to be given
pursuant to this Note shall be given in accordance with Section 31 of the Security Instrument. 

(b)        Any modification or amendment to this Note shall be ineffective unless in writing
signed by the party sought to be charged with such modification or amendment; provided, however, that in the event of a Transfer under the terms of the Security Instrument that requires Lender’s consent, any or some or all of the Modifications
to Multifamily Note set forth in Exhibit A to this Note may be modified or rendered void by Lender at Lender’s option, by Notice to Borrower and the transferee, as a condition of Lender’s consent. 

20.        Consent to Jurisdiction and Venue.   Borrower agrees that any
controversy arising under or in relation to this Note may be litigated in the Property Jurisdiction. The state and federal courts and authorities with jurisdiction in the Property Jurisdiction shall have jurisdiction over all controversies that
shall arise under or in relation to this Note. 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 Note is intended to limit any right that Lender may have to bring any suit, action or proceeding relating to matters arising under this Note in any court of any other jurisdiction. 

21.        WAIVER OF TRIAL BY JURY.   BORROWER AND LENDER EACH (A) AGREES NOT TO
ELECT A TRIAL BY JURY WITH RESPECT TO ANY ISSUE ARISING OUT OF THIS NOTE OR THE RELATIONSHIP BETWEEN THE PARTIES AS LENDER AND BORROWER THAT IS TRIABLE OF RIGHT BY A JURY AND (B) WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO SUCH ISSUE TO THE
EXTENT THAT ANY SUCH RIGHT EXISTS NOW OR IN THE FUTURE. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS SEPARATELY GIVEN BY EACH PARTY, KNOWINGLY AND VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL. 

22.        State-Specific Provisions. N/A 

ATTACHED EXHIBIT.     The Exhibit noted below, if marked with an “X” in the space provided, is attached
to this Note: 

  
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 [    ]     Exhibit A
    Modifications to Multifamily Note 
 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

  
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 SIGNATURE PAGE TO MULTIFAMLY NOTE 

IN WITNESS WHEREOF, and in consideration of the Lender’s agreement to lend Borrower the principal amount set forth
above, Borrower has signed and delivered this Note under seal or has caused this Note to be signed and delivered under seal by its duly authorized representative. Borrower intends that this Note shall be deemed to be signed and delivered as a sealed
instrument. 
  

					
	DAKOTA HILL PROPERTIES,
	 A TEXAS LIMITED PARTNERSHIP,
 a Texas limited partnership

		
	By:	    	 DAKOTA – IRET INC.,
 a Texas corporation,
 as its general
partner



  

					
		 	By:	 	 /s/ Thomas A. Wentz,
Jr.




					
		 	Name:	 	 Thomas A. Wentz,
Jr.




					
		 	Title:	 	 Vice President




 

					
	            
74-2939206                              
	Borrower’s Employer ID Number



  
 Page 16









 FHLMC LOAN NO. 534384196 

ALLONGE TO MULTIFAMILY NOTE 
 The following endorsement is made with respect to that certain Multifamily Note (the “Note”) dated as of February    1        ,
2010 executed by DAKOTA HILL PROPERTIES, A TEXAS LIMITED PARTNERSHIP, a Texas limited partnership, in favor of CBRE CAPITAL MARKETS, INC., a Texas corporation. 
 PAY TO THE ORDER OF
                                         
                   , WITHOUT RECOURSE, as of the              day
of                         , 2010. 

 

			
	CBRE CAPITAL MARKETS, INC.,
	a Texas corporation
		
	By:	 	 /s/ JAY R.
ARTHUR




			
	Name:	 	 JAY R.
ARTHUR




			
	Title	 	 SR. VICE PRESIDENT/CONTROLLER




 

  

			
	ALLONGE TO MULTIFAMILY NOTE	 	PAGE 1