Filed by Bowne Pure Compliance






Exhibit 10.1




EXECUTION VERSION




MASTER CREDIT FACILITY AGREEMENT




BY AND AMONG




CSP COMMUNITY OWNER, LLC,




CPT COMMUNITY OWNER, LLC




AND




RED MORTGAGE CAPITAL, INC.




DATED AS OF




September 24, 2008




Master Credit Facility Agreement

Camden 2008



 


 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	 
	ARTICLE 1 THE COMMITMENT
	 	 	2	 
	Section 1.01. The Commitment
	 	 	2	 
	Section 1.02. Requests for Advances
	 	 	2	 
	Section 1.03. Maturity Date of Advances; Amortization
	 	 	3	 
	Section 1.04. Interest on Advances
	 	 	4	 
	Section 1.05. Coupon Rates for Advances
	 	 	5	 
	Section 1.06. Notes
	 	 	5	 
	Section 1.07. Reserved
	 	 	6	 
	Section 1.08. Conversion from Variable Facility Commitment to Fixed Facility Commitment
	 	 	6	 
	Section 1.09. Limitations on Right to Convert
	 	 	6	 
	Section 1.10. Conditions to Conversion
	 	 	7	 
	Section 1.11. Yield Maintenance
	 	 	7	 
	Section 1.12. Interest Rate Cap
	 	 	7	 
	ARTICLE 2 THE ADVANCES
	 	 	7	 
	Section 2.01. Rate Setting for an Advance
	 	 	7	 
	Section 2.02. DMBS Refinance Confirmation Form for Rollover Variable Advances
	 	 	8	 
	Section 2.03. Breakage and other Costs
	 	 	8	 
	Section 2.04. Advances
	 	 	9	 
	Section 2.05. Determination of Allocable Facility Amount and Valuations
	 	 	9	 
	Section 2.06. Future Advances Made on Increased Values
	 	 	10	 
	ARTICLE 3 COLLATERAL CHANGES
	 	 	11	 
	Section 3.01. Right to Add Collateral
	 	 	11	 
	Section 3.02. Procedure for Adding Collateral
	 	 	11	 
	Section 3.03. Right to Obtain Releases of Collateral
	 	 	12	 
	Section 3.04. Procedure for Obtaining Releases of Collateral
	 	 	12	 
	Section 3.05. Right to Substitutions
	 	 	13	 
	Section 3.06. Procedure for Substitutions
	 	 	14	 
	Section 3.07. Substitution Deposit
	 	 	15	 
	ARTICLE 4 INCREASE OF CREDIT FACILITY
	 	 	17	 
	Section 4.01. Right to Increase Commitment
	 	 	17	 
	Section 4.02. Procedure for Obtaining Increases in Commitment
	 	 	17	 
	Section 4.03. Closing
	 	 	17	 
	ARTICLE 5 TERMINATION OF FACILITIES
	 	 	18	 
	Section 5.01. Right to Complete or Partial Termination of Facilities
	 	 	18	 
	Section 5.02. Procedure for Complete or Partial Termination of Facilities
	 	 	18	 
	Section 5.03.
Right to Terminate Credit Facility
	 	 	18	 
	Section 5.04. Procedure for Terminating Credit Facility
	 	 	19	 





Master Credit Facility Agreement

Camden 2008





i









 





	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	ARTICLE 6 CONDITIONS PRECEDENT TO ALL REQUESTS
	 	 	19	 
	Section 6.01. Conditions Applicable to All Requests
	 	 	19	 
	Section 6.02. Conditions Precedent to Initial Advance
	 	 	21	 
	Section 6.03. Conditions Precedent to Future Advances
	 	 	21	 
	Section 6.04. Conditions Precedent to Addition of an Additional Mortgaged Property to the
Collateral Pool
	 	 	23	 
	Section 6.05. Conditions Precedent to Release of Property from the Collateral Pool
	 	 	24	 
	Section 6.06. Conditions Precedent to Substitutions
	 	 	25	 
	Section 6.07. Conditions Precedent to Increase in Commitment
	 	 	26	 
	Section 6.08. Conditions Precedent to Conversion
	 	 	26	 
	Section 6.09. Conditions Precedent to Complete or Partial Termination of Facilities
	 	 	27	 
	Section 6.10. Conditions Precedent to Termination of Credit Facility
	 	 	27	 
	Section 6.11. Delivery of Opinion Relating to Advance Request, Addition Request,
Substitution Request, Conversion Request or Expansion Request
	 	 	28	 
	Section 6.12. Delivery of Property-Related Documents
	 	 	28	 
	Section 6.13. Additional Collateral
	 	 	29	 
	Section 6.14. Reserved
	 	 	30	 
	Section 6.15. Letters of Credit
	 	 	30	 
	ARTICLE 7 REPRESENTATIONS AND WARRANTIES
	 	 	31	 
	Section 7.01. Representations and Warranties of Borrower
	 	 	31	 
	Section 7.02.
Representations and Warranties of Lender
	 	 	32	 
	ARTICLE 8 AFFIRMATIVE COVENANTS OF BORROWER AND GUARANTOR
	 	 	32	 
	Section 8.01. Compliance with Agreements
	 	 	32	 
	Section 8.02. Maintenance of Existence
	 	 	32	 
	Section 8.03. Financial Statements; Accountants’ Reports; Other Information
	 	 	33	 
	Section 8.04. Access to Records; Discussions With Officers and Accountants
	 	 	36	 
	Section 8.05. Certificate of Compliance
	 	 	36	 
	Section 8.06. Maintain Licenses
	 	 	37	 
	Section 8.07. Inform Lender of Material Events
	 	 	37	 
	Section 8.08. Compliance with Applicable Law
	 	 	38	 
	Section 8.09. Alterations to the Mortgaged Properties
	 	 	38	 
	Section 8.10. Loan Document Taxes
	 	 	39	 
	Section 8.11. Further Assurances
	 	 	39	 
	Section 8.12. Transfer of Ownership Interests in Borrower or Guarantor
	 	 	40	 
	Section 8.13. Transfer of Ownership of Mortgaged Property
	 	 	41	 
	Section 8.14. Consent to Prohibited Transfers
	 	 	42	 
	Section 8.15. Date-Down Endorsements
	 	 	43	 
	Section 8.16. Ownership of Mortgaged Properties
	 	 	43	 
	Section 8.17. Compliance with Net Worth Test
	 	 	43	 
	Section 8.18. Compliance with Liquidity Test
	 	 	43	 
	Section 8.19. Change in Property Manager
	 	 	44	 
	Section 8.20. Single Purpose Entity
	 	 	44	 
	Section 8.21. ERISA.
	 	 	44	 
	Section 8.22. Consents or Approvals
	 	 	44	 
	Section 8.23. Post-Closing Obligations
	 	 	44	 





Master Credit Facility Agreement

Camden 2008





ii









 





	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	ARTICLE 9 NEGATIVE COVENANTS OF BORROWER
	 	 	45	 
	Section 9.01. Other Activities
	 	 	45	 
	Section 9.02. Liens
	 	 	45	 
	Section 9.03. Indebtedness
	 	 	45	 
	Section 9.04. Principal Place of Business
	 	 	46	 
	Section 9.05. Condominiums
	 	 	46	 
	Section 9.06. Restrictions on Distributions
	 	 	46	 
	Section 9.07. No Hedging Arrangements
	 	 	46	 
	Section 9.08. Confidentiality of Certain Information
	 	 	46	 
	ARTICLE 10 FEES
	 	 	47	 
	Section 10.01. Reserved
	 	 	47	 
	Section 10.02. Reserved
	 	 	47	 
	Section 10.03. Origination Fees
	 	 	47	 
	Section 10.04. Due Diligence Fees
	 	 	47	 
	Section 10.05. Legal Fees and Expenses
	 	 	48	 
	Section 10.06. Failure to Close any Request
	 	 	48	 
	ARTICLE 11 EVENTS OF DEFAULT
	 	 	48	 
	Section 11.01. Events of Default
	 	 	48	 
	ARTICLE 12 REMEDIES
	 	 	51	 
	Section 12.01. Remedies; Waivers
	 	 	51	 
	Section 12.02. Waivers; Rescission of Declaration
	 	 	51	 
	Section 12.03. Lender’s Right to Protect Collateral and Perform Covenants and Other
Obligations
	 	 	52	 
	Section 12.04. No Remedy Exclusive
	 	 	52	 
	Section 12.05. No Waiver
	 	 	52	 
	Section 12.06. No Notice
	 	 	52	 
	ARTICLE 13 INSURANCE, REAL ESTATE TAXES AND REPLACEMENT RESERVES
	 	 	53	 
	Section 13.01. Insurance and Real Estate Taxes
	 	 	53	 
	Section 13.02. Replacement Reserves
	 	 	53	 
	Section 13.03. Completion/Repair Reserves
	 	 	53	 
	Section 13.04. Tax Escrows – Letter of Credit
	 	 	54	 
	ARTICLE 14 LIMITS ON PERSONAL LIABILITY
	 	 	56	 
	Section 14.01. Personal Liability to Borrower
	 	 	56	 
	Section 14.02. Additional Borrowers
	 	 	58	 
	Section 14.03. Borrower Agency Provisions
	 	 	58	 
	Section 14.04. Joint and Several Obligation; Cross-Guaranty
	 	 	59	 
	Section 14.05. Waivers With Respect to Other Borrower Secured Obligation
	 	 	60	 
	Section 14.06. No Impairment
	 	 	64	 
	Section 14.07. Election of Remedies
	 	 	64	 
	Section 14.08. Subordination of Other Obligations
	 	 	65	 
	Section 14.09. Insolvency and Liability of Other Borrower
	 	 	66	 
	Section 14.10. Preferences, Fraudulent Conveyances, Etc.
	 	 	66	 
	Section 14.11. Maximum Liability of Each Borrower
	 	 	67	 
	Section 14.12. Liability Cumulative; References to California Law
	 	 	67	 





Master Credit Facility Agreement

Camden 2008





iii








 





	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	ARTICLE 15 MISCELLANEOUS PROVISIONS
	 	 	67	 
	Section 15.01. Counterparts
	 	 	67	 
	Section 15.02. Amendments, Changes and Modifications
	 	 	67	 
	Section 15.03. Payment of Costs, Fees and Expenses
	 	 	68	 
	Section 15.04. Payment Procedure
	 	 	69	 
	Section 15.05. Payments on Business Days
	 	 	69	 
	Section 15.06. Choice of Law; Consent to Jurisdiction; Waiver of Jury Trial
	 	 	69	 
	Section 15.07. Severability
	 	 	70	 
	Section 15.08. Notices
	 	 	71	 
	Section 15.09. Further Assurances and Corrective Instruments
	 	 	73	 
	Section 15.10. Term of this Agreement
	 	 	73	 
	Section 15.11. Assignments; Third Party Rights
	 	 	73	 
	Section 15.12. Headings
	 	 	74	 
	Section 15.13. General Interpretive Principles
	 	 	74	 
	Section 15.14. Interpretation
	 	 	74	 
	Section 15.15. Standards for Decisions, Etc.
	 	 	74	 
	Section 15.16. Decisions in Writing
	 	 	75	 
	Section 15.17. Requests
	 	 	75	 
	Section 15.18. Conflicts Between Agreements
	 	 	75	 






Master Credit Facility Agreement

Camden 2008




 iv 



 


 









 





EXHIBITS




	 	 	 
	EXHIBIT A

	 	Schedule of Initial Mortgaged Properties and Initial Valuations
	EXHIBIT B

	 	RESERVED
	EXHIBIT C

	 	RESERVED
	EXHIBIT D

	 	RESERVED
	EXHIBIT E

	 	Confirmation of Guaranty
	EXHIBIT F

	 	Compliance Certificate
	EXHIBIT G-1

	 	Borrower Organizational Certificate
	EXHIBIT G-2

	 	Guarantor Organizational Certificate
	EXHIBIT H

	 	Conversion Request
	EXHIBIT I

	 	Master Credit Facility Agreement Conversion Amendment
	EXHIBIT J

	 	Rate Form
	EXHIBIT K

	 	RESERVED
	EXHIBIT L

	 	Advance Request
	EXHIBIT M

	 	Request (Addition/Release)
	EXHIBIT N

	 	Confirmation of Obligations
	EXHIBIT O

	 	Expansion Request
	EXHIBIT P

	 	Facility Termination Request
	EXHIBIT Q

	 	Amendment to Master Credit Facility Agreement
	EXHIBIT R

	 	Credit Facility Termination Request
	EXHIBIT S

	 	RESERVED
	EXHIBIT T

	 	RESERVED
	EXHIBIT U

	 	Cash Collateral, Security and Custody Agreement
	EXHIBIT V-1

	 	Letter of Credit (Foreign)
	EXHIBIT V-2

	 	Letter of Credit (Domestic)
	EXHIBIT W-1

	 	Bank Legal Opinion (Foreign)
	EXHIBIT W-2

	 	Bank Legal Opinion (Domestic)
	EXHIBIT X

	 	Form of Rent Roll
	 
	 	 
	APPENDIX I

	 	Definitions
	 
	 	 
	SCHEDULE I

	 	List of Borrowers






Master Credit Facility Agreement

Camden 2008




 v 






 


 









 







MASTER CREDIT FACILITY AGREEMENT




THIS MASTER CREDIT FACILITY AGREEMENT is made as of the 24th day of September, 2008, by and
among (i) CSP COMMUNITY OWNER, LLC and CPT COMMUNITY OWNER, LLC, each as borrower hereunder; (ii)
RED MORTGAGE CAPITAL, INC., an Ohio corporation; and (iii) CAMDEN PROPERTY TRUST, a Real Estate
Investment Trust organized under the laws of the State of Texas and CAMDEN SUMMIT PARTNERSHIP,
L.P., a Delaware limited partnership organized under the laws of the State of Delaware.



RECITALS




A. Borrower owns one (1) or more Multifamily Residential Properties (unless otherwise defined
or the context clearly indicates otherwise, capitalized terms shall have the meanings ascribed to
such terms in Appendix I of this Agreement) as more particularly described in Exhibit A to
this Agreement.



B. Borrower has requested that Lender establish a $380,000,000 Credit Facility in favor of
Borrower, comprised initially of (a) a $175,000,000 Variable Facility, all or part of which can be
converted to a Fixed Facility in accordance with, and subject to, the terms and conditions of this
Agreement and (b) a $205,000,000 Fixed Facility.



C. To secure the obligations of Borrower under this Agreement and the other Loan Documents
issued in connection with the Credit Facility, Borrower shall create a Collateral Pool in favor of
Lender. The Collateral Pool shall be comprised of (i) the Multifamily Residential Properties
listed on Exhibit A and (ii) any other collateral pledged to Lender from time to time by
Borrower pursuant to this Agreement or any other Loan Documents.



D. Each Note and Security Document related to the Mortgaged Properties comprising the
Collateral Pool shall be cross-defaulted (i.e., a default under any Note, Security Document
relating to the Collateral Pool and under this Agreement, shall constitute a default under each
Note, Security Document and this Agreement related to the Mortgaged Properties comprising the
Collateral Pool) and cross-collateralized (i.e., each Security Instrument related to the
Mortgaged Properties within the Collateral Pool shall secure all of Borrower’s obligations under
this Agreement and the other Loan Documents) and it is the intent of the parties to this Agreement
that, after an Event of Default, Lender may accelerate any Note without needing to accelerate any
other Note and that in the exercise of its rights and remedies under the Loan Documents, Lender
may, except as provided in this Agreement, exercise and perfect any and all of its rights in and
under the Loan Documents with regard to any Mortgaged Property without needing to exercise and
perfect its rights and remedies with respect to any other Mortgaged Property and that any such
exercise shall be without regard to the Allocable Facility Amount assigned to such Mortgaged
Property and that Lender may recover an amount equal to the full
amount outstanding in respect of any of the Notes in connection with such exercise and any
such amount shall be applied as determined by Lender in its sole and absolute discretion.



Master Credit Facility Agreement

Camden 2008



 


 









 





E. Subject to the terms, conditions and limitations of this Agreement, Lender has agreed to
establish the Credit Facility.



NOW, THEREFORE, Borrower, Lender, Camden and Camden Summit in consideration of the mutual
promises and agreements contained in this Agreement, hereby agree as follows:



ARTICLE 1

THE COMMITMENT





Section 1.01. The Commitment. 




Subject to the terms, conditions and limitations of this Agreement:



(a) Variable Facility Commitment. Subject to the provisions of Section 2.06, Lender
agrees to make Variable Advances to Borrower from time to time during the Variable Facility
Availability Period. The aggregate principal balance of the Variable Advances Outstanding at any
time shall not exceed the Variable Facility Commitment. Except during such time as one Mortgaged
Property remains in the Collateral Pool, no Variable Advances shall be made, or be permitted to
remain Outstanding unless the aggregate of Variable Advances Outstanding is at least $25,000,000.
The borrowing of a Variable Advance shall permanently reduce the Variable Facility Commitment by
the original principal amount of such Variable Advance. Borrower may not re-borrow any part of the
Variable Advance which it has previously borrowed and repaid. Except as set forth in Section
2.06 of this Agreement, no Variable Advances shall be made as a result of increases in the
Valuation of any Mortgaged Property. 



(b) Fixed Facility Commitment. Subject to the provisions of Section 2.06, Lender
agrees to make Fixed Advances to Borrower from time to time during the Fixed Facility Availability
Period. The aggregate original principal of the Fixed Advances shall not exceed the Fixed Facility
Commitment. The borrowing of a Fixed Advance shall permanently reduce the Fixed Facility
Commitment by the original principal amount of such Fixed Advance. Borrower may not re-borrow any
part of the Fixed Advance which it has previously borrowed and repaid. Except as set forth in
Section 2.06, no Fixed Advances shall be made as a result of increases in the Valuation of
any Mortgaged Property.




Section 1.02. Requests for Advances. 



Borrower shall request an Advance by giving Lender an Advance Request in accordance with .
The Advance Request shall indicate whether the Request is for a Fixed Advance, a Variable Advance
or both.



Master Credit Facility Agreement

Camden 2008



 


2









 






Section 1.03. Maturity Date of Advances; Amortization. 



(a) Variable Advances; Amortization. The maturity date of each Variable Advance shall
be the earlier of the Variable Facility Termination Date, the maturity date of the applicable
outstanding DMBS, or (iii) such other maturity date referenced in any Variable Facility Note. The
maturity date of any Variable Advance shall be specified by Borrower for such Variable Advance,
provided that such maturity date shall be no earlier than the date that is the first day of the
month following the date five (5) years after the Closing Date of such Variable Advance and not
later than the Variable Facility Termination Date, except as permitted in Section 2.06. Not less
than thirty (30) Business Days prior to the maturity date of the applicable outstanding DMBS, the
relevant Borrower may request that the Variable Advance backing the outstanding DMBS be refinanced
through the sale of a new DMBS using the DMBS Refinance Request Form (in the form attached to the
Variable Facility Note) or converted to a Fixed Advance which, in each instance shall take effect
on the maturity date of the outstanding DMBS and shall be funded by the sale of a single DMBS, in
an amount sufficient to fund the aggregate outstanding principal balance of such Variable Advance.
No Borrower may refinance any Variable Advance on or after the Variable Facility Termination Date.
The DMBS Issue Date shall be the first day of the month in which the DMBS is issued, and the
maturity date of the DMBS funding each Variable Advance shall be specified by Borrower in its
Advance Request, which date shall be three, six or nine full months after the DMBS Issue Date;
provided, however, in connection with a release or an addition of a Mortgaged Property and subject
to Borrower’s payment to Lender of an administrative fee of $1,500, the maturity date of the DMBS
funding a Variable Advance shall be one or two full months after the DMBS Issue Date.



For these purposes, a year shall be deemed to consist of twelve (12) 30-day months. For
example, the date which completes three full months after September 1 shall be December 1; and the
date which completes three full months after January 1 shall be April 1. The Indebtedness extended
to Borrower hereunder through Variable Advances shall not require amortization.



(b) Fixed Advances; Amortization. The maturity date of any Fixed Advance shall be
specified by Borrower for such Fixed Advance, provided that such maturity date shall be no earlier
than the date that is the first day of the month following the date five (5) years after the
Closing Date of such Fixed Advance, provided that no maturity date shall be after October 1, 2019.
Fixed Advances shall be payable interest only and shall not require amortization.




(c) Prepayment.



(i) Fixed Advances are not prepayable at any time, provided that, notwithstanding the
foregoing, Borrower may prepay all or a portion of any Fixed Advance pursuant to the yield
maintenance provisions of the Fixed Facility Note.



Master Credit Facility Agreement

Camden 2008



 


3









 





(ii) Subject to the terms and conditions of the Variable Facility Note, the Indebtedness
extended to Borrowers hereunder through Variable Advances is prepayable in whole or in part at any
time.




Section 1.04. Interest on Advances.



(a) Partial Month Interest. Notwithstanding anything to the contrary in this , if an
Advance is not made on the first day of a calendar month, and the DMBS Issue Date is the first day
of the month following the month in which the Advance is made, Borrower shall pay interest on the
original stated principal amount of the Advance for the partial month period commencing on the
Closing Date for the Advance and ending on the last day of the calendar month in which the Closing
Date occurs. Borrower shall pay interest for such partial month on any Variable Advance at a rate
per annum equal to the greater of the Coupon Rate as determined in accordance with and a rate
determined by Lender, based on Lender’s cost of funds and approved at least three (3) Business Days
prior to such Advance, in writing, by Borrower, and Fixed Advance at a rate, per annum equal to
the greater of the interest rate described in subsection (c)(i) of this and a rate determined by
Lender, based on Lender’s cost of funds, and approved at least three (3) Business Days prior to
such Advance, in writing, by Borrower.




(b) Variable Advances.



(i) Discount. Subject to Section 1.04(a), each Variable Advance shall be a discount
loan. The original stated principal amount of a Variable Advance shall be the sum of the Price and
the Discount. The Price and Discount of each Variable Advance shall be determined in accordance
with the procedures set forth in . The proceeds of the Variable Advance made available by Lender
to Borrower will equal the Price. Borrower shall pay to Lender, in advance of Lender making the
initial Variable Advance requested by Borrower, the entire Discount for the Variable Advance as
estimated by or determined by Lender. With respect to any subsequent Variable Advances, Borrower
shall pay to Lender the Discount for the Variable Advance in monthly installments. Each monthly
installment shall be equal to the product of (1) a fraction with one as the numerator and the
number of months in the term of the applicable DMBS as the denominator, multiplied by (2) the
Discount calculated on the applicable then Outstanding DMBS (for example, if the DMBS term is three
(3) months and the entire Discount is $100,000, such monthly installments shall equal one third
(1/3) of the entire Discount (i.e. $33,333). The first installment shall be payable on or
prior to the Closing Date of such Variable Advance. Subsequent installments shall be payable on
the first day of each calendar month, commencing on the first day of the second full calendar month
following the DMBS Issue Date, to the first day of the month prior to the maturity date of such
DMBS.



Master Credit Facility Agreement

Camden 2008



 


4









 





(ii) Variable Facility Fee. In addition to paying the Discount and the partial month
interest, if any, Borrower shall pay monthly installments of the Variable Facility Fee to Lender
for each Variable Advance Outstanding from the applicable DMBS Issue Date to
its maturity date. The Variable Facility Fee shall be payable in advance, in accordance with
the terms of the Variable Facility Note. The first installment shall be payable on or prior to the
Closing Date for the Variable Advance and shall apply to the first full calendar month of the DMBS
issued in connection with such Variable Advance. Subsequent installments shall be payable on the
first day of each calendar month, commencing on the first day of the second full calendar month of
such DMBS, to its maturity date. Each installment of the Variable Facility Fee shall be in an
amount equal to the product of the Variable Facility Fee, the Variable Advance Outstanding, and
(3) 1/12.




(c) Fixed Advances.



(i) Annual Interest Rate. Each Fixed Advance shall bear interest at a rate, per
annum, equal to the Cash Interest Rate for such Fixed Advance.



(ii) Monthly Payment. In addition to paying the partial month interest, if any,
Borrower shall pay monthly installments of the Cash Interest Rate to Lender for each Fixed Advance
from the first day of the month following the Closing Date for such Advance, to its maturity date.
The Cash Interest Rate shall be payable in arrears, in accordance with the terms of the Fixed
Facility Note. The first installment shall be payable on the first day of each calendar month,
commencing on the first day of the second full calendar month of such Advance, to its maturity
date.




Section 1.05. Coupon Rates for Advances. 



(a) Variable Advances. The Coupon Rate applicable to a Variable Advance shall mean
the sum of an imputed interest rate as determined by Lender (rounded to three places) payable for
the DMBS pursuant to the DMBS Commitment (“DMBS Imputed Interest Rate”) and the Variable
Facility Fee.



(b) Fixed Advances. The Coupon Rate applicable to a Fixed Advance shall be the rate
of interest applicable to such Fixed Advance pursuant to .




Section 1.06. Notes. 



(a) Variable Advances. The obligation of Borrower to repay the Variable Advances
shall be evidenced by the Variable Facility Notes. The Variable Facility Notes shall be payable to
the order of Lender and shall be made in the original principal amount of each Variable Advance.



(b) Fixed Advances. The obligation of Borrower to repay the Fixed Advances shall be
evidenced by the Fixed Facility Notes. The Fixed Facility Notes shall be payable to the order of
Lender and shall be made in the original principal amount of each Fixed Advance.



Master Credit Facility Agreement

Camden 2008



 


5









 






Section 1.07. Reserved. 




Section 1.08. Conversion from Variable Facility Commitment to Fixed Facility Commitment. 



Except as provided in , Borrower shall have the right, from time to time during the Fixed
Facility Availability Period, or thereafter with the prior written consent of Lender, to convert
all or any portion of the Variable Facility Commitment to the Fixed Facility Commitment. The
Variable Facility Commitment shall automatically be reduced by, and the Fixed Facility Commitment
shall be automatically increased by, the amount of each conversion. Borrower shall not be required
to pay any fee maintenance in connection with any such conversion.



(a) Request. To convert all or a portion of the Variable Facility Commitment to the
Fixed Facility Commitment, Borrower shall deliver a Conversion Request to Lender. Each Conversion
Request shall designate the amount of the Variable Facility Commitment to be converted, and any
Variable Advances Outstanding that will be prepaid on or before the Closing Date for the conversion
as required by .



(b) Closing. Subject to and provided that all conditions contained in are
satisfied, Lender shall permit the requested conversion to close at offices designated by Lender on
a Closing Date selected by Lender, and occurring on the maturity date of the applicable outstanding
DMBS within thirty (30) Business Days after Lender’s receipt of the Conversion Request (or on such
other date as Borrower and Lender may agree). At the closing, Lender and Borrower shall execute
and deliver, at the sole cost and expense of Borrower, in form and substance satisfactory to
Lender, the Conversion Documents.



(c) Minimum Remaining Amount of Variable Advances. After the closing of any
conversion, if any Variable Advances remain Outstanding, the minimum aggregate principal amount
Outstanding of such remaining Variable Advances shall be not less than $25,000,000, subject to
Section 1.01(a) of this Agreement. If the aggregate principal amount Outstanding of Variable
Advances is less than $25,000,000, such Variable Advances must be converted to Fixed Advances
pursuant to the terms of this Section and Sections 1.09 and 1.10.




Section 1.09. Limitations on Right to Convert. 



Borrower’s right to convert all or any portion of the Variable Facility Commitment to the
Fixed Facility Commitment is subject to the following limitations:



(a) Closing Date. The Closing Date shall occur during the Fixed Facility Availability
Period.



(b) Minimum Request. Each Conversion Request shall be in the minimum amount of
$5,000,000.



Master Credit Facility Agreement

Camden 2008



 


6









 





(c) Obligation to Prepay Variable Advances. Borrower shall prepay any difference by
which, after the conversion, the aggregate unpaid principal balance of all Variable Advances
Outstanding will exceed the Variable Facility Commitment, unless otherwise agreed to by Lender.




Section 1.10. Conditions to Conversion. 



The conversion of all or any portion of the Variable Facility Commitment to the Fixed Facility
Commitment is subject to the satisfaction, on or before the Closing Date, of the conditions
precedent contained in and Section 6.11 and all applicable General Conditions contained
in .




Section 1.11. Yield Maintenance. 



At such time as Borrower requests the first Fixed Advance, or, if prior in time, elects to
convert all or a portion of the Variable Facility Commitment to a Fixed Facility Commitment,
Borrower shall select yield maintenance with respect to Fixed Advances. Borrower shall notify
Lender of such selection on the Advance Request for the first Fixed Advance or on the first
Conversion Request, as applicable. The terms and conditions of yield maintenance are contained in
the Fixed Facility Notes. The selection of Borrower as to yield maintenance made at the time of
the first Advance Request for a Fixed Advance or the first Conversion Request shall apply to all
Fixed Advances made pursuant to this Agreement.




Section 1.12. Interest Rate Cap.



To protect against fluctuations in interest rates during the term, pursuant to the terms of
the Pledge, Interest Rate Cap Agreement, Borrower shall make arrangements for a Three-Month
LIBOR-based interest rate cap in form and substance satisfactory to Lender with a counterparty
satisfactory to Lender (“Interest Rate Cap”) to be in place and maintained at all times
with respect to the portion of the Variable Facility Commitment which has been funded and remains
Outstanding. As set forth in the Pledge, Interest Rate Cap Agreement, Borrower agrees to pledge
its right, title and interest in the Interest Rate Cap to Lender as additional collateral for the
Indebtedness.



ARTICLE 2

THE ADVANCES





Section 2.01. Rate Setting for an Advance. 




Rates for an Advance shall be set in accordance with the following procedures:



(a) Preliminary, Nonbinding Quote. At Borrower’s request, Lender shall quote an
estimate of the Cash Interest Rate (for a proposed Fixed Advance) or DMBS Imputed Interest Rate
(for a proposed Variable Advance). Lender’s quote shall be based on in the case of
a proposed Variable Advance, a solicitation of bids from institutional investors selected by
Lender in the case of an DMBS execution or, in the case of a Fixed Advance, the rate quoted by
Fannie Mae for a cash execution and the proposed terms and amount of the Advance selected by
Borrower. The quote shall not be binding upon Lender.



Master Credit Facility Agreement

Camden 2008



 


7









 





(b) Rate Setting. Borrower may submit to Lender, by facsimile transmission before
1:00 p.m. Washington, D.C. time on any Business Day (“Rate Setting Date”), a completed and
executed Rate Form. The Rate Form shall specify the amount, term, DMBS Issue Date, Variable
Facility Fee, any breakage fee deposit amount, as required by Lender, the proposed maximum Coupon
Rate (“Maximum Annual Coupon Rate”) or Cash Interest Rate, as applicable, and Closing Date
for the Advance.



(c) Rate Confirmation. In the case of a DMBS execution, within one (1) Business Day
after receipt of the Rate Form and upon satisfaction of all of the conditions to Lender’s
obligation to make the Advance, Lender shall solicit bids from institutional investors selected by
Lender based on the information in the Rate Form and, provided the actual Coupon Rate would be at
or below the Maximum Annual Coupon Rate, shall obtain a commitment (“DMBS Commitment”) for
the purchase of an DMBS having the bid terms described in the related Rate Form. In the case of a
cash execution, within one (1) Business Day after receipt of the Rate Form, Lender shall obtain a
commitment from Fannie Mae (“Fannie Mae Commitment”) for the purchase of the proposed
Advance having the terms described in the related Rate Form. Lender shall then complete and
countersign the Rate Form thereby confirming the amount, term, and Closing Date for the Advance, in
the case of a Variable Advance, the DMBS Issue Date, DMBS Delivery Date or DMBS Imputed Interest
Rate, Variable Facility Fee, Coupon Rate, Discount and Price, and in the case of a Fixed Advance,
the Cash Interest Rate and shall immediately deliver by facsimile transmission the Rate Form to
Borrower.




Section 2.02. DMBS Refinance Confirmation Form for Rollover Variable Advances. 



Not later than four (4) Business Days before the Closing Date for a Rollover Variable Advance,
Borrower shall execute and deliver to Lender a fully executed DMBS Refinance Confirmation Form (in
the form attached to the Variable Facility Note).




Section 2.03. Breakage and other Costs. 



If Lender obtains, and then fails to fulfill, the DMBS Commitment or Fannie Mae Commitment
because the Advance is not made (for a reason other than Lender’s default), Borrower shall pay all
reasonable out-of-pocket costs payable to the potential investor and other reasonable costs, fees
and damages incurred by Lender in connection with its failure to fulfill the DMBS Commitment or
Fannie Mae Commitment. Lender reserves the right to require Borrower to post a deposit at the time
the DMBS Commitment or Fannie Mae Commitment is obtained.
Such deposit shall be refundable to Borrower upon the delivery of the related DMBS or the
purchase of the Advance for cash by Fannie Mae.



Master Credit Facility Agreement

Camden 2008



 


8









 






Section 2.04. Advances. 




Borrower may deliver an Advance Request to Lender.



(a) If the Advance Request is to obtain the Initial Advance and all conditions precedent
contained in and Section 6.11 and the General Conditions contained in are satisfied on or
before the Closing Date for the Initial Advance, Lender shall make the Initial Advance on the
Initial Closing Date or on such other date as Borrower and Lender may agree.



(b) If the Advance Request is to obtain a Future Advance, such Advance Request shall be in the
minimum amount of $3,000,000 or the remaining unfunded amount of the Commitment with respect to the
last Advance if less. If all conditions precedent contained in and Section 6.11 and the
General Conditions contained in are satisfied, Lender shall make the requested Future Advance, at
a closing to be held at offices designated by Lender on a Closing Date selected by Lender, which
date shall be not more than three (3) Business Days after Borrower’s receipt from Lender of the
confirmed Rate Form (or on such other date as Borrower and Lender may agree).




Section 2.05. Determination of Allocable Facility Amount and Valuations. 



(a) Initial Determinations. On the Initial Closing Date, Lender shall determine the
Allocable Facility Amount and Valuation for each Initial Mortgaged Property, the Aggregate Debt
Service Coverage Ratio and the Aggregate Loan to Value Ratio, the amount of the Advance, and the
Commitment amount. Subject to Section 2.05(b), the determinations made as of the Initial Closing
Date shall remain unchanged until the First Anniversary. Changes in Allocable Facility Amount,
Valuations, the Aggregate Debt Service Coverage Ratio and the Aggregate Loan to Value Ratio shall
be made pursuant to (b).



(b) Monitoring Determinations. Once each Calendar Quarter or, if the Commitment
consists only of a Fixed Facility Commitment, once each Calendar Year, within twenty (20) Business
Days after Borrower has delivered to Lender the reports required in , Lender shall determine the
Aggregate Debt Service Coverage Ratio, the Aggregate Loan to Value Ratio, the Valuations and the
Allocable Facility Amounts and whether Borrower is in compliance with the other covenants set forth
in the Loan Documents. After the First Anniversary, on an annual basis, and if Lender decides that
changed market or property conditions warrant, Lender shall redetermine Allocable Facility Amounts
and Valuations. Lender shall also redetermine Allocable Facility Amounts to take account of any
addition or release of Collateral or other event that invalidates the outstanding determinations.
In determining Valuations, Lender shall use Cap Rates based on its internal survey and analysis of
cap rates for



Master Credit Facility Agreement

Camden 2008



 


9









 





comparable
sales in the vicinity of the Mortgaged Property, with such adjustments as Lender deems appropriate and without any obligation to use any information provided by
Borrower. If Lender is unable to determine a Cap Rate for a Mortgaged Property, Lender shall have
the right, with the prior consent of Borrower, not more than once annually, to obtain, at
Borrower’s expense, a market study in order to establish a Cap Rate. In the event Borrower fails
to consent to Lender obtaining a market study, Lender shall determine the Cap Rate in its sole
discretion. Lender shall promptly disclose its determinations to Borrower. Until redetermined,
the outstanding Allocable Facility Amounts and Valuations shall remain in effect. Notwithstanding
anything in this Agreement to the contrary, no change in Allocable Facility Amounts, Valuations,
the Aggregate Loan to Value Ratio or the Aggregate Debt Service Coverage Ratio shall, unless
resulting from the concurrent removal of Collateral from the Collateral Pool, result in a
Potential Event of Default or Event of Default, require the prepayment of any Advances, require
the addition of Collateral to the Collateral Pool, or preclude the request of a Rollover Variable
Advance.




Section 2.06. Future Advances Made on Increased Values.



Notwithstanding anything to the contrary in this Agreement, not more than one (1) time per
Calendar Year after the First Anniversary and before October 1, 2016, Borrower shall be entitled to
Future Advances based on decreases in the Aggregate Loan to Value Ratio and increases in the
Aggregate Debt Service Coverage Ratio as determined by Lender in accordance with this Agreement and
based on Lender’s determination that such Future Advance may be made pursuant to Lender’s
Underwriting Requirements and pursuant to the terms and conditions of the Loan Documents.  Any such
Future Advance with a term of less than five (5) years shall be a Variable Advance and the maximum
amount of any such Future Advance shall be equal to the amount which, when combined with Advances
already outstanding, equals the maximum amount of Advances that could be outstanding based upon the
Coverage and LTV Tests. No such Future Advance shall be permitted if there are Outstanding
Advances in the full amount of the Variable Facility Commitment and the Fixed Facility Commitment,
as applicable, and as may have been expanded pursuant to Section 4.01. Borrower shall pay all
reasonable costs related to such Future Advance requested under this Section 2.06 (whether or not
such Future Advance is actually made), including but not limited to Appraisal costs, environmental
site assessment costs, physical needs assessment costs, Lender’s nonrefundable due diligence fee of
$5,000 payable at the time a Request for a Future Advance is made, a Borrow Up Fee, all legal fees
incurred by Lender and Fannie Mae in connection with such proposed Future Advance. In relation to
any Future Advance made pursuant to this Section 2.06, Borrower shall be obligated to pay a
variable facility fee or a fixed facility fee, as applicable, determined in accordance with the
requirements of the Fannie Mae “Supplemental Loan” product line then in effect. Borrower shall
request such Future Advance by giving Lender an Advance Request in accordance with.



Master Credit Facility Agreement

Camden 2008



 


10









 





ARTICLE 3

COLLATERAL CHANGES





Section 3.01. Right to Add Collateral. 



Subject to the terms and conditions of this Article, Borrower shall have the right, from time
to time during the Term of this Agreement, to add Multifamily Residential Properties to the
Collateral Pool.




Section 3.02. Procedure for Adding Collateral. 



The procedure for adding Collateral contained in this shall apply to all additions of
Collateral.



(a) Request. From time to time, and subject to the limitations set forth in ,
Borrower may deliver to Lender an Addition Request to add one (1) or more Multifamily Residential
Properties to the Collateral Pool. Each Addition Request shall be accompanied by the following:
the quality and type of property-related information required by Lender in connection with the
Initial Advances made hereunder and any additional information Lender may reasonably request; and
the payment of all Additional Collateral Due Diligence Fees.



(b) Underwriting. Borrower may add any Additional Mortgaged Property provided that,
after such addition, the proposed Additional Mortgaged Property must itself have a Debt Service
Coverage Ratio of not less than 1.55 with respect to the portion of the Allocated Facility Amount
for such Additional Mortgaged Property drawn from the Fixed Facility Commitment and 1.30 with
respect to the portion of the Allocated Facility Amount for such Additional Mortgaged Property
drawn from the Variable Facility Commitment, and its Loan to Value Ratio must not exceed fifty-five
percent (55%), or, after such addition, the Collateral Pool must satisfy the Coverage and LTV
Tests, provided that the Additional Mortgage Property has a Debt Service Coverage Ratio of not less
than 1.35 with respect to the portion of the Allocated Facility Amount for such Additional
Mortgaged Property drawn from the Fixed Facility Commitment and 1.10 with respect to the portion of
the Allocated Facility Amount for such Additional Mortgaged Property drawn from the Variable
Facility Commitment, and its Loan to Value Ratio must not exceed sixty-five percent (65%). Lender
shall evaluate the proposed Additional Mortgaged Property in accordance with the Underwriting
Requirements and shall make underwriting determinations as to the Debt Service Coverage Ratio and
the Loan to Value Ratio of the proposed Additional Mortgaged Property and the Aggregate Debt
Service Coverage Ratio and the Aggregate Loan to Value Ratio applicable to the Collateral Pool on
the basis of the lesser of the acquisition price of the proposed Additional Mortgaged Property if
purchased by Borrower within twelve (12) months of the related Addition Request, and a Valuation
made with respect to the proposed Additional Mortgaged Property. Within thirty (30) Business Days
after receipt of the Addition Request and all reports, certificates and documents required by the
Underwriting Requirements, including a zoning analysis required by Lender in connection with
similar loans anticipated to be sold to Fannie Mae, Lender shall notify Borrower whether it
has determined whether the proposed Additional Mortgaged Property meets the Underwriting
Requirements and the other conditions for addition set forth in this Agreement. If Lender
determines that the proposed Additional Mortgaged Property meets the Underwriting Requirements and
the other conditions set forth in this Agreement, it shall set forth the Aggregate Debt Service
Coverage Ratio, the Aggregate Loan to Value Ratio, and the amount of the Advance that Lender
estimates shall result from the addition of the proposed Additional Mortgaged Property. Within five
(5) Business Days after receipt of Lender’s written consent to the Addition Request, Borrower shall
notify Lender in writing whether it elects to add the proposed Additional Mortgaged Property to the
Collateral Pool. If Borrower fails to respond within the period of five (5) Business Days, it
shall be conclusively deemed to have elected not to add the proposed Additional Mortgaged Property
to the Collateral Pool.



Master Credit Facility Agreement

Camden 2008



 


11









 





(c) Closing. If Lender determines that the proposed Additional Mortgaged Property
meets the conditions set forth in this Agreement, Borrower timely elects to add the proposed
Additional Mortgaged Property to a Collateral Pool and all conditions precedent contained in ,
Section 6.11 and Section 6.12 and all General Conditions contained in are
satisfied, the proposed Additional Mortgaged Property shall be added to the Collateral Pool, at a
closing to be held at offices designated by Lender on a Closing Date selected by Lender, occurring
within thirty (30) Business Days after Lender’s receipt of Borrower’s election (or on such other
date as Borrower and Lender may agree).




Section 3.03. Right to Obtain Releases of Collateral. 



Subject to the terms and conditions of this and the limitations set forth in Section
15.17, Borrower shall have the right from time to time to obtain a release of Collateral from
the Collateral Pool.




Section 3.04. Procedure for Obtaining Releases of Collateral.



(a) Request. To obtain a release of Collateral from the Collateral Pool, Borrower
shall deliver a Release Request to Lender. Upon delivery of the Release Request, Borrower shall
not be permitted to re-borrow any amounts that will be prepaid in connection with the release of
Collateral.



(b) Closing. If all conditions precedent contained in and all General Conditions
contained in are satisfied, Lender shall cause the Release Mortgaged Property to be released, at a
closing to be held at offices designated by Lender on a Closing Date selected by Lender, and
occurring within thirty (30) days after Lender’s receipt of the Release Request (or on such other
date as Borrower and Lender may agree), by executing and delivering, and causing all applicable
parties to execute and deliver, all at the sole cost and expense of Borrower, the Release
Documents. Borrower shall prepare the Release Documents and submit them to Lender for its review.



Master Credit Facility Agreement

Camden 2008



 


12









 





(c) Release Price. The “Release Price” for each Release Mortgaged Property
means the greater of one hundred percent (100%) of the Allocable Facility Amount for the Release
Mortgaged Property and one hundred percent (100%) of the amount, if any, of Advances Outstanding
that are required to be repaid by Borrower to Lender in connection with the proposed release of the
Release Mortgaged Property from the Collateral Pool so that, immediately after the release, the
Coverage and LTV Tests will be satisfied. In addition to the Release Price, Borrower shall pay to
Lender all associated prepayment premiums and other amounts due under the Notes being repaid. In
connection with a non-simultaneous substitution of Collateral pursuant to Section
3.06(c)(ii) of this Agreement, Borrower shall be permitted, in lieu of paying the Release
Price, to post a Letter of Credit issued by a financial institution acceptable to Lender and having
terms and conditions acceptable to Lender, having a face amount equal to the Release Price.



(d) Application of Release Price. Borrower shall determine whether the Release Price
for the Release Mortgaged Property will be applied first against the Variable Advances Outstanding
until there are no further Variable Advances Outstanding, or first against the prepayment of Fixed
Advances Outstanding, so long as the prepayment is permitted under the applicable Fixed Facility
Note. The remainder of the Release Price, if any, shall be held by Lender (or its appointed
collateral agent) as Additional Collateral, in accordance with a security agreement and other
documents in form and substance acceptable to Lender. Any such Additional Collateral remaining
will be returned to Borrower on the Termination Date. If, on the date Borrower pays the Release
Price, Variable Advances are Outstanding but not then due and payable, Lender shall hold the
Release Price as Additional Collateral, until the next date on which Variable Advances are due and
payable, at which time Lender shall apply the appropriate portion of the Release Price to such
Variable Advances.



(e) Release of Borrower and Guarantor. Upon the release of a Mortgaged Property, the
Borrower that is the owner of such Release Mortgaged Property shall be released of all obligations
under this Agreement and the other Loan Documents with respect to the Release Mortgage Property,
except for any provisions of this Agreement and the other Loan Documents that are expressly stated
to survive any release or termination. In addition, each Borrower and Guarantor shall be released
of all obligations related to the Release Mortgaged Property under this Agreement and the other
Loan Documents except for any provisions of this Agreement and the other Loan Documents that are
expressly stated to survive any release or termination.




Section 3.05. Right to Substitutions. 



Subject to the terms and conditions of this Article 3 and the limitations sets forth
in Section 15.17, Borrower shall have the right to obtain the release of the Mortgaged
Property securing the Advances made to such Borrower by replacing such Mortgaged Property with a
Multifamily Residential Property that meets the requirements of this Agreement (the “Substitute
Mortgaged Property”) thereby effecting a “Substitution” of Collateral.



Master Credit Facility Agreement

Camden 2008



 


13









 






Section 3.06. Procedure for Substitutions. 



(a) Request. Borrower shall deliver to Lender a completed and executed Substitution
Request. Each Substitution Request shall be accompanied by the following: (i) the information
required by the Underwriting Requirements with respect to the proposed Substitute Mortgaged
Property and any additional information Lender reasonably requests; and (ii) the payment of all
Additional Collateral Due Diligence Fees.




(b) Underwriting.



(i) Lender shall evaluate the proposed Substitute Mortgaged Property in accordance with the
Underwriting Requirements including the then applicable underwriting floors, and shall make
underwriting determinations as to (A) the Debt Service Coverage Ratio (calculated in each instance
using an imputed amortization component based on a 30-year amortization schedule (regardless of the
actual amortization of the Advance) and based on the interest rate equal to the greater of (1) the
applicable underwriting interest rate floor, if any, or (2) the rate that equals the sum of (x) the
base U.S. Treasury Index Rate for the Term of the Agreement as of the date of such Advance, plus
(y) the anticipated investor spread calculated on a actual/360 basis) and (B) the Loan to Value
Ratio on the basis of the lesser of (1) the acquisition price of the proposed Substitute Mortgaged
Property if purchased by the applicable Borrower within twelve (12) months of the related
Substitution Request and (2) a Valuation made with respect to the proposed Substitute Mortgaged
Property.



(ii) A Substitution may be effected if the proposed Substitute Mortgaged Property satisfies
the better of the following tests (i.e. the test which produces a lower Aggregate Loan to Value
Ratio and a higher Aggregate Debt Service Coverage Ratio): (1) the Coverage and LTV Tests
(calculated using the Allocable Facility Amount of the proposed Release Mortgaged Property) and (2)
the Loan to Value Ratio and the Debt Service Coverage Ratio of the proposed Release Mortgaged
Property. If necessary in order for the Collateral Pool to meet Coverage and LTV Tests after the
Substitution, Borrower may prepay a portion of the Loan (including all prepayment premiums)
pursuant to the terms of the Notes and this Agreement.



(iii) Within thirty (30) Business Days after receipt of (A) the Substitution Request and (B)
all reports, certificates and documents required by the Underwriting Requirements and this
Agreement, including a zoning analysis required by Lender in connection with similar loans
anticipated to be sold to Fannie Mae, Lender shall notify the applicable Borrower whether the
Substitute Mortgaged Property meets the requirements of this (b) and the Underwriting
Requirements and the other requirements for the Substitution of a Mortgaged Property as set forth
in this Agreement. Within five (5) Business Days after receipt of Lender’s written notice in
response to the Substitution Request, Borrower shall notify Lender whether it elects to proceed
with the Substitution. If Borrower fails to respond within the period of five (5)
Business Days, it shall be conclusively deemed to have elected not to proceed with the
Substitution.



Master Credit Facility Agreement

Camden 2008



 


14









 





(c) Closing. If Lender determines that the Substitution Request satisfies the
conditions set forth herein, Borrower timely elects to proceed with the substitution, and all
conditions precedent contained in Section 3.05, Section 3.06, Section 6.04,
Section 6.05, Section 6.06, Section 6.11, Section 6.12 and all
General Conditions contained in Section 6.01 are satisfied, the proposed Substitute
Mortgaged Property shall be added in replacement of the Mortgaged Property being released, at a
closing to be held at offices designated by Lender on a Closing Date selected by Lender and
occurring —



(i) if the substitution of the proposed Substitute Mortgaged Property is to occur
simultaneously with the release of the Release Mortgaged Property, within sixty (60) days after
Lender’s receipt of the applicable Borrower’s election (or on such other date to which Borrower and
Lender may agree); or



(ii) if the substitution of the proposed Substitute Mortgaged Property is to occur subsequent
to the release of the Release Mortgaged Property, within ninety (90) days after the release of such
Release Mortgaged Property (provided such date may be extended an additional ninety (90) days if
Borrower provides evidence satisfactory to Lender of Borrower’s diligent efforts in finding a
suitable proposed Substitute Mortgaged Property) (the “Property Delivery Deadline”) in
accordance with the terms of this (c).




Section 3.07. Substitution Deposit.



(a) The Deposit. If a Substitution of the proposed Substitute Mortgaged Property is to
occur subsequent to the release of the Release Mortgaged Property pursuant to Section 3.06(c)(ii),
at the Closing Date of the release of the Release Mortgaged Property, Borrower shall deposit with
Lender the “Substitution Deposit” described in (b) in the form of cash in a
non-interest bearing account held by Lender or, in lieu of depositing cash for the Substitution
Deposit, Borrower may post a Letter of Credit issued by a financial institution acceptable to
Lender and having terms and conditions acceptable to Lender, having a face amount equal to the
Substitution Deposit.



(b) Substitution Deposit Amount. The “Substitution Deposit” for each proposed
substitution shall be an amount equal to the sum of (i) the Release Price, plus (ii) any and all of
the fee maintenance for the DMBS, or the prepayment premium for a Note funded through a cash
execution, calculated as of the end of the month in which the Property Delivery Deadline occurs, as
if the Note (and applicable DMBS, if applicable) were to be prepaid in such month, plus (iii)
interest on the Note (or Discount, if applicable, and if necessary as estimated by Lender) through
the end of the month in which the Property Delivery Deadline occurs, if necessary as reasonably
estimated by Lender, plus (iv) costs, expenses and fees of Lender pertaining to the substitution
(the “Substitution Cost Deposit”). If a Substitution of the last remaining asset is taking
place, the cash collateral or Letter of Credit must include, (A) any yield
maintenance that would be due to the extent that the Fixed Advance must be prepaid to effect a
Release at that time and (B) any Discount that would be due for any Variable Advance, as
applicable, if necessary as reasonably estimated by Lender. The Substitution Cost Deposit shall be
used by Lender to cover all reasonable out-of-pocket costs and expenses incurred by Lender and
Fannie Mae, including any out-of-pocket legal fees and expenses incurred by Fannie Mae and Lender
in connection with such substitution whether such substitution actually closes. In the event that
the Borrower elects to post a Letter of Credit in lieu of cash for the Substitution Deposit,
Borrower shall also be obligated to make any regularly scheduled payments of principal and interest
due under the applicable Note during any period between the closing of the Release Mortgaged
Property and the earlier of the closing of the Substitute Mortgaged Property and the date of
prepayment of the Note, or the applicable DMBS.



Master Credit Facility Agreement

Camden 2008



 


15









 





(c) Failure to Close Substitution. If the substitution of the proposed Substitute
Mortgaged Property does not occur by the Property Delivery Deadline in accordance with Section
3.06(c)(ii), then such Borrower shall have irrevocably waived its right to substitute such
Release Mortgaged Property with the proposed Substitute Mortgaged Property, and the release of the
Release Mortgaged Property shall be deemed a prepayment of the Note and the DMBS, if applicable.
The Property Delivery Deadline shall be no later than the date ninety (90) days (or one hundred
eighty (180) days, if applicable) after the date the Lender’s lien on such Release Mortgaged
Property is released. Any DMBS being prepaid shall be deemed to be prepaid as of the end of the
month in which the Property Delivery Deadline falls, and the Lender, shall follow standard Fannie
Mae procedures for the prepayment of the Note, or any applicable DMBS, including delivery of the
Substitution Deposit (less the Substitution Cost Deposit) to Fannie Mae in accordance with such
procedures. Any portion of the Substitution Deposit not needed to prepay the Note, or any
applicable DMBS, all interest, and any prepayment fees (including any portion of the Substitution
Cost Deposit not used by Lender to cover all reasonable out-of-pocket costs and expenses incurred
by Lender and Fannie Mae, including any out-of-pocket legal fees and expenses incurred by Fannie
Mae and Lender in connection with such Substitution) shall be promptly refunded to the applicable
Borrower after the Property Delivery Deadline.



(d) Substitution Deposit Disbursement. At closing of the Substitution, the Lender
shall disburse the Substitution Deposit (less any portion of the Substitution Cost Deposit used by
Lender to cover all reasonable out-of-pocket costs and expenses incurred by Lender and Fannie Mae,
including any out-of-pocket legal fees and expenses incurred by Fannie Mae and Lender in connection
with such substitution) directly to the Borrower at such time as the conditions set forth in
Sections 3.05, 3.06, 6.06, 6.11, 6.12 and all General
Conditions contained in Section 6.01 have been satisfied, which must occur no later than
the Property Delivery Deadline.



Master Credit Facility Agreement

Camden 2008



 


16









 





ARTICLE 4

INCREASE OF CREDIT FACILITY





Section 4.01. Right to Increase Commitment.



Subject to the terms, conditions and limitations of this Article and this Agreement, Borrower
shall have the right to increase the Fixed Facility Commitment, the Variable Facility Commitment,
or both (the “Expansion”). Borrower’s right to the Expansion is subject to the following
limitations:



(a) Maximum Amount of Increase in Commitment. The maximum amount of the Expansion is
$70,000,000 (for a maximum total Commitment of $450,000,000).



(b) Minimum Request. Each Request for an Expansion shall be in the minimum amount of
$5,000,000.



(c) Terms and Conditions. The terms and conditions (including pricing) applicable to
any Expansion shall be mutually agreed upon by Lender and Borrower.




Section 4.02. Procedure for Obtaining Increases in Commitment.



To obtain an Expansion, Borrower shall notify Lender of its intention to make an Expansion
Request and Lender shall communicate to Borrower the indicative terms of such Expansion. Any such
indication of terms shall not be binding or a commitment to make the Expansion in a manner
consistent with such indicative terms or otherwise. If Borrower chooses to proceed with requesting
an Expansion, Borrower shall deliver an Expansion Request to Lender. Each Expansion Request shall
be accompanied by a nonrefundable deposit of $25,000 and shall include the following:




(a) the total amount of the proposed increase;



(b) a designation of the increase as being part of the Fixed Facility Commitment and/or the
Variable Facility Commitment;



(c) if applicable, a request that Lender inform Borrower of the fixed facility fee and/or the
variable facility fee that will apply to Advances drawn from such Expansion; and



(d) a request that Lender inform Borrower of Net Worth and Liquidity requirements that will
apply upon the Expansion.




Section 4.03. Closing.



If all conditions precedent contained in Section 6.07 and Section 6.11 and all
applicable General Conditions contained in are satisfied, Lender shall permit the Expansion to
occur, at a closing to be held at offices designated by Lender on a Closing Date selected by
Lender, and
occurring within thirty (30) Business Days after Lender’s receipt of the Expansion Request (or
on such other date as Borrower and Lender may agree).



Master Credit Facility Agreement

Camden 2008



 


17









 





ARTICLE 5

TERMINATION OF FACILITIES





Section 5.01. Right to Complete or Partial Termination of Facilities. 



Subject to the terms and conditions of this Article, Borrower shall have the right from time
to time to permanently reduce the Variable Facility Commitment and/or the Fixed Facility
Commitment.




Section 5.02. Procedure for Complete or Partial Termination of Facilities.



(a) Request. To permanently reduce the Variable Facility Commitment or the Fixed
Facility Commitment, Borrower shall deliver a Facility Termination Request to Lender. A permanent
reduction of the Variable Facility Commitment to $0 shall be referred to as a “Complete
Variable Facility Termination.” A permanent reduction of the Fixed Facility Commitment to $0
shall be referred to as a “Complete Fixed Facility Termination.” The Facility Termination
Request shall include the following:



(i) The proposed amount of the reduction in the Variable Facility Commitment and/or Fixed
Facility Commitment; and



(ii) Unless there is a Complete Variable Facility Termination or a Complete Fixed Facility
Termination, a designation by Borrower of any Variable Advances that will be prepaid and/or any
Fixed Advances that will be prepaid.



Any release of Collateral, whether or not made in connection with a Facility Termination Request,
must comply with all conditions to a release that are contained in Section 6.05.



(b) Closing. If all conditions precedent contained in and all General Conditions
contained in are satisfied, Lender shall reduce the Variable Facility Commitment or Fixed Facility
Commitment, as the case may be, to the amount designated by Borrower, at a closing to be held at
offices designated by Lender on a Closing Date selected by Lender, within thirty (30) Business Days
after Lender’s receipt of the Facility Termination Request (or on such other date as Borrower and
Lender may agree), by executing and delivering the Facility Termination Document evidencing the
reduction in the Facility Commitment.




Section 5.03. Right to Terminate Credit Facility. 



Subject to the terms and conditions of this Article, Borrower shall have the right to
terminate this Agreement and the Credit Facility and receive a release of all of the Collateral.



Master Credit Facility Agreement

Camden 2008



 


18









 






Section 5.04. Procedure for Terminating Credit Facility.



(a) Request. To terminate this Agreement and the Credit Facility, Borrower shall
deliver a Credit Facility Termination Request to Lender.



(b) Closing. If all conditions precedent contained in are satisfied, this Agreement
shall terminate, and Lender shall cause all of the Collateral to be released, at a closing to be
held at offices designated by Lender on a Closing Date selected by Lender, within thirty (30)
Business Days after Lender’s receipt of the Credit Facility Termination Request (or on such other
date as Borrower and Lender may agree), by executing and delivering, and causing all applicable
parties to execute and deliver, all at the sole cost and expense of Borrower, the Credit Facility
Termination Documents.



ARTICLE 6

CONDITIONS PRECEDENT TO ALL REQUESTS





Section 6.01. Conditions Applicable to All Requests. 



Borrower’s right to close the transaction requested in a Request shall be subject to Lender’s
determination that all of the following general conditions precedent (“General Conditions”)
have been satisfied, in addition to any other conditions precedent contained in this Agreement:




(a) Reserved.



(b) Payment of Expenses. The payment by Borrower of Lender’s and Fannie Mae’s
reasonable third party out-of-pocket fees and expenses payable in accordance with this Agreement,
including, but not limited to, the legal fees and expenses described in .



(c) No Material Adverse Change. Except in connection with a Credit Facility
Termination Request, there has been no material adverse change in the financial condition, business
or prospects of Borrower or Guarantor or in the physical condition, operating performance or value
of any of the Mortgaged Properties since the date of the most recent Compliance Certificate (or,
with respect to the conditions precedent to the Initial Advance, from the condition, business or
prospects reflected in the financial statements, reports and other information obtained by Lender
during its review of Borrower and Guarantor and the Initial Mortgaged Properties).



(d) No Default. Except in connection with a Credit Facility Termination Request,
there shall exist no Event of Default or Potential Event of Default on the Closing Date for the
Request and, after giving effect to the transaction requested in the Request, no Event of Default
or Potential Event of Default shall have occurred.



Master Credit Facility Agreement

Camden 2008



 


19









 





(e) No Insolvency. Receipt by Lender on the Closing Date for the Request of evidence
satisfactory to Lender that neither Borrower nor Guarantor is insolvent (within the meaning of any
applicable federal or state laws relating to bankruptcy or fraudulent transfers) or will be
rendered insolvent by the transactions contemplated by the Loan Documents, including the making of
a Future Advance, or, after giving effect to such transactions, will be left with an unreasonably
small capital with which to engage in its business or undertakings, or will have intended to incur,
or believe that it has incurred, debts beyond its ability to pay such debts as they mature or will
have intended to hinder, delay or defraud any existing or future creditor.



(f) No Untrue Statements. The Loan Documents shall not contain any untrue or
misleading statement of a material fact and shall not fail to state a material fact necessary to
make the information contained therein not misleading.



(g) Representations and Warranties. Except in connection with a Credit Facility
Termination Request, all representations and warranties made by Borrower and Guarantor in the Loan
Documents shall be true and correct in all material respects on the Closing Date for the Request
with the same force and effect as if such representations and warranties had been made on and as of
the Closing Date for the Request.



(h) No Condemnation or Casualty. Except in connection with a Credit Facility
Termination Request or a Release Request, there shall not be pending or threatened any condemnation
or other taking, whether direct or indirect, against the Mortgaged Property and there shall not
have occurred any casualty to any improvements located on the Mortgaged Property, which casualty
would have a Material Adverse Effect.



(i) Delivery of Closing Documents. The receipt by Lender of the following, each dated
as of the Closing Date for the Request, in form and substance satisfactory to Lender in all
respects:




(i) The Loan Documents relating to such Request;




(ii) A Compliance Certificate;




(iii) An Organizational Certificate; and



(iv) Such other documents, instruments, approvals (and, if requested by Lender, certified
duplicates of executed copies thereof) and opinions as Lender may reasonably request.



(j) Covenants. Except in connection with a Credit Facility Termination Request,
Borrower is in full compliance with each of the covenants contained in and of this Agreement,
without giving effect to any notice and cure rights of Borrower.



Master Credit Facility Agreement

Camden 2008



 


20









 






Section 6.02. Conditions Precedent to Initial Advance. 



The obligation of Lender to make the Initial Advance is subject to the following conditions
precedent:




(a) Receipt by Lender of the fully executed Advance Request;



(b) If the Initial Advance is a Variable Advance, receipt by Lender at least five (5) days
prior to the Initial Closing Date, of the confirmation of an Interest Rate Cap commitment, in
accordance with the Pledge, Interest Rate Cap Agreement, effective as of the Initial Closing Date;



(c) If the Initial Advance is a Variable Advance, receipt by Lender of Interest Rate Cap
Documents in accordance with the Pledge, Interest Rate Cap Agreement, effective as of the Initial
Closing Date;



(d) Delivery to the Title Company, for filing and/or recording in all applicable
jurisdictions, of all applicable Loan Documents required by Lender, including duly executed and
delivered original copies of the Variable Facility Note or Fixed Facility Note, as applicable, the
Guaranty, the Initial Security Instruments covering the Initial Mortgaged Properties and UCC-1
Financing Statements covering the portion of the Collateral comprised of personal property, and
other appropriate instruments, in form and substance reasonably satisfactory to Lender and in form
proper for recordation, as may be necessary in the opinion of Lender to perfect the Liens created
by the applicable Security Instruments and any other Loan Documents creating a Lien in favor of
Lender, and the payment of all taxes, fees and other charges payable in connection with such
execution, delivery, recording and filing;



(e) If the Initial Advance is a Variable Advance, receipt by Lender of the first installment
of Variable Facility Fee and the entire Discount payable by Borrower pursuant to ; and



(f) Receipt by Lender of the Initial Origination Fee pursuant to and the Initial Due
Diligence Fee pursuant to .




Section 6.03. Conditions Precedent to Future Advances. 




A Future Advance is subject to the satisfaction of the following conditions precedent:



(a) Except in connection with a Rollover Variable Advance, receipt by Lender of the fully
executed Advance Request;



(b) Except in connection with a Rollover Variable Advance, delivery by Lender to Borrower of
the Rate Form for the Future Advance;



Master Credit Facility Agreement

Camden 2008



 


21









 





(c) Except in connection with a Rollover Variable Advance, after giving effect to the
requested Future Advance, the Coverage and LTV Tests will be satisfied;



(d) If the Advance is a Fixed Advance, delivery of a Fixed Facility Note, duly executed by
Borrower, in the amount and reflecting all of the terms of the Fixed Advance;



(e) If the Advance is a Variable Advance, delivery of the DMBS Refinance Confirmation Form,
duly executed by Borrower and/or (in the case of a Variable Advance that is not a Rollover Variable
Advance) a new Variable Facility Note, as applicable;



(f) For any Title Insurance Policy not containing a revolving credit or future advance
endorsement, the receipt by Lender of an endorsement to the Title Insurance Policy, amending the
effective date of the Title Insurance Policy to the applicable Closing Date and showing no
additional exceptions to coverage other than the exceptions shown on the Initial Closing Date and
other exceptions approved by Lender;



(g) If the Advance is a Variable Advance, the receipt by Lender of the first installment of
Variable Facility Fee for the Variable Advance and the entire Discount for the Variable Advance
payable by Borrower pursuant to ;



(h) If the Advance is a Variable Advance (and not a Rollover Variable Advance), receipt by
Lender at least five (5) days prior to the applicable Closing Date, of the confirmation of an
Interest Rate Cap commitment, in accordance with the Pledge, Interest Rate Cap Agreement, effective
as of the Closing Date;



(i) If the Advance is a Variable Advance (and not a Rollover Variable Advance), receipt by
Lender of Interest Rate Cap Documents, in accordance with the Pledge, Interest Rate Cap Agreement,
effective as of the Closing Date;



(j) Except in connection with a Rollover Variable Advance, receipt by Lender of a Confirmation
of Guaranty; and



(k) Receipt by Lender of one or more endorsements as specified by Lender increasing the amount
of any or all Title Insurance Policies in the aggregate equal to the amount of Future Advances made
pursuant to Section 2.06.



Master Credit Facility Agreement

Camden 2008



 


22









 





Section 6.04. Conditions Precedent to Addition of an Additional Mortgaged Property to
the Collateral Pool. 



The addition of an Additional Mortgaged Property to the Collateral Pool on the applicable
Closing Date is subject to the satisfaction of the following conditions precedent:



(a) The proposed Additional Mortgaged Property has a Debt Service Coverage Ratio of not less
than 1.55 with respect to the portion of the Allocated Facility Amount
for such Additional Mortgaged Property drawn from the Fixed Facility Commitment and 1.30 with
respect to the portion of the Allocated Facility Amount for such Additional Mortgaged Property
drawn from the Variable Facility Commitment and a Loan to Value Ratio of not more than fifty-five
percent (55%) or immediately after giving effect to the requested addition, the Coverage and LTV
Tests will be satisfied, provided that the Additional Mortgaged Property has a Debt Service
Coverage Ratio of not less than 1.35 with respect to the portion of the Allocated Facility Amount
for such Additional Mortgaged Property drawn from the Fixed Facility Commitment and 1.10 with
respect to the portion of the Allocable Facility Amount for such Mortgaged Property drawn from the
Variable Facility Commitment, and its Loan to Value Ratio must not exceed sixty-five percent (65%);



(b) Receipt by Lender of the Addition Fee, or if the Additional Mortgaged Property is being
added in connection with a substitution made pursuant to Section 3.05 of this Agreement,
receipt by Lender of the Substitution Fee;



(c) Delivery to the Title Company, with fully executed instructions directing the Title
Company to file and/or record in all applicable jurisdictions, all applicable Addition Loan
Documents required by Lender, including duly executed and delivered original copies of any Security
Instruments and UCC-1 Financing Statements covering the portion of the Additional Mortgaged
Property comprised of personal property, and other appropriate documents, in form and substance
satisfactory to Lender and in form proper for recordation, as may be necessary in the opinion of
Lender to perfect the Lien created by the applicable additional Security Instrument, and any other
Addition Loan Document creating a Lien in favor of Lender, and the payment of all taxes, fees and
other charges payable in connection with such execution, delivery, recording and filing;



(d) If required by Lender, amendments to the Notes and the Security Instruments, reflecting
the addition of the Additional Mortgaged Property to the Collateral Pool and, as to any Note or
Security Instrument so amended or if Lender determines that such endorsement is necessary to
maintain the priority of the Lien created in favor of Lender with respect to the Outstanding
Indebtedness or to maintain the validity of any Title Insurance Policy, the receipt by Lender of an
endorsement to each Title Insurance Policy insuring the Security Instrument, amending the effective
date of each Title Insurance Policy to the Closing Date and showing no additional exceptions to
coverage other than the exceptions shown on the Initial Closing Date, Permitted Liens and other
exceptions approved by Lender;



(e) If the Title Insurance Policy for the Additional Mortgaged Property contains a tie-in
endorsement, an endorsement to each other Title Insurance Policy containing a tie-in endorsement,
adding a reference to the Additional Mortgaged Property, to the extent a tie-in endorsement is
available with respect to the applicable Title Insurance Policy;



(f) Any proposed Additional Borrower meets and satisfies all of the requirements and
conditions of Section 14.02; and


(g) Receipt by Lender on the Closing Date of a Confirmation of Obligations.



Master Credit Facility Agreement

Camden 2008



 


23









 







Section 6.05. Conditions Precedent to Release of Property from the Collateral Pool.




The release of a Mortgaged Property from the Collateral Pool is subject to the satisfaction of
the following conditions precedent on or before the Closing Date:




(a) Receipt by Lender of the fully executed Release Request;



(b) Immediately after giving effect to the requested release the Coverage and LTV Tests will
be satisfied;




(c) Receipt by Lender of the Release Price;




(d) Receipt by Lender of the Release Fee and all other amounts owing under Section 3.04(c);



(e) Receipt by Lender on the Closing Date of one (1) or more counterparts of each Release
Document, dated as of the Closing Date, signed by each of the parties (other than Lender) who is a
party to such Release Document;



(f) If required by Lender, amendments to the Notes and the Security Instruments, reflecting
the release of the Release Mortgaged Property from the Collateral Pool and, as to any Security
Instrument or Note so amended or if Lender determines that such endorsement is necessary to
maintain the priority of the Lien created in favor of Lender with respect to the Outstanding
Indebtedness or to maintain the validity of any Title Insurance Policy, the receipt by Lender of an
endorsement to each Title Insurance Policy insuring the Security Instrument, amending the effective
date of each Title Insurance Policy to the Closing Date and showing no additional exceptions to
coverage other than the exceptions shown on the Initial Closing Date, Permitted Liens and other
exceptions approved by Lender;



(g) If Lender determines the Release Mortgaged Property to be one (1) phase of a project, and
one (1) or more other phases of the project are Mortgaged Properties which will remain in the
Collateral Pool (“Remaining Mortgaged Properties”), Lender must determine that the
Remaining Mortgaged Properties can be operated separately from the Release Mortgaged Property and
any other phases of the project which are not Mortgaged Properties and whether any cross use
agreements or easements are necessary. In making this determination, Lender shall evaluate access,
utilities, marketability, community services, ownership and operation of the Release Properties and
any other issues identified by Lender in connection with similar loans anticipated to be sold to
Fannie Mae;



(h) Receipt by Lender of endorsements to the tie-in endorsements of the Title Insurance
Policies, if deemed necessary by Lender, to reflect the release; and



(i) Receipt by Lender on the Closing Date of a Confirmation of Obligation.



Master Credit Facility Agreement

Camden 2008



 


24









 







Section 6.06. Conditions Precedent to Substitutions.



The obligation of Lender to make a requested Substitution is subject to Lender’s determination
that each of the following conditions precedent has been met:




(a) Receipt by Lender of the fully executed Substitution Request;




(b) Receipt by Lender of the Substitution Deposit to the extent necessary under Section 3.07;




(c) Receipt by Lender of the Additional Collateral Due Diligence Fees and Substitution Fee;



(d) Such Substitute Mortgaged Property securing such Advance shall comply with the provisions
of Section 3.06(b) of this Agreement;



(e) Delivery to the Title Company, with fully executed instructions directing the Title
Company to file and/or record in all applicable jurisdictions, all applicable Loan Documents
reasonably required by Lender to be filed or recorded, including duly executed and delivered
original copies of any Security Instrument and UCC-1 Financing Statements covering the portion of
the Substitute Mortgaged Property comprised of personal property, and other appropriate documents,
in form and substance reasonably satisfactory to Lender and in form proper for recordation, as may
be necessary in the reasonable opinion of Lender to perfect the Lien created by the applicable
additional Security Instrument, and any other relevant Loan Document creating a Lien in favor of
Lender, and the payment of all taxes, fees and other charges payable in connection with such
execution, delivery, recording and filing;



(f) Receipt by Lender of endorsements to the tie-in endorsements of the Title Insurance
Policies, if deemed necessary by Lender, to reflect the substitution, to the extent a tie-in
endorsement is available with respect to the applicable Title Insurance Policies;



(g) Receipt of all documents required for the addition of the Substitute Mortgaged Property
pursuant to the Underwriting Requirements;



(h) Any proposed Additional Borrower meets and satisfies all of the requirements and
conditions of Section 14.02;




(i) Receipt by Lender on the Closing Date of a Confirmation of Obligations; and


(j) If required by Lender, amendments to the Notes and the Security Instruments, reflecting
the Substitution and, as to any Security Instrument or Note so amended or
if Lender determines that such endorsement is necessary to maintain the priority of the Lien
created in favor of Lender with respect to the Outstanding Indebtedness or to maintain the validity
of any Title Insurance Policy, the receipt by Lender of an endorsement to each Title Insurance
Policy insuring the Security Instrument, amending the effective date of each Title Insurance Policy
to the Closing Date and showing no additional exceptions to coverage other than the exceptions
shown on the Initial Closing Date, Permitted Liens and other exceptions approved by Lender.



Master Credit Facility Agreement

Camden 2008



 


25









 







Section 6.07. Conditions Precedent to Increase in Commitment.



The right of Borrower to an Expansion is subject to the satisfaction of the following
conditions precedent on or before the Closing Date:




(a) Receipt by Lender of the fully executed Expansion Request;




(b) Reserved;



(c) Receipt by Lender, if available, of an endorsement to each Title Insurance Policy,
amending the effective date of the Title Insurance Policy to the Closing Date, increasing the
limits of liability to the Commitment, as increased under this Article, showing no additional
exceptions to coverage other than the exceptions shown on the applicable Title Insurance Policy and
other exceptions approved by Lender, together with any reinsurance agreements required by Lender;
and



(d) Receipt by Lender of fully executed original copies of all Expansion Loan Documents, each
of which shall be in full force and effect, and in form and substance satisfactory to Lender in all
respects.




Section 6.08. Conditions Precedent to Conversion. 



The conversion of all or a portion of the Variable Facility Commitment to the Fixed Facility
Commitment is subject to the satisfaction of the following conditions precedent on or before the
Closing Date:




(a) Receipt by Lender of the fully executed Conversion Request;



(b) After giving effect to the requested conversion, the Coverage and LTV Tests will be
satisfied;



(c) Prepayment by Borrower in full of any Variable Advances Outstanding that Borrower has
designated for payment; provided, however, no associated prepayment premiums and other amounts due
with respect to the prepayment of such Variable Advances shall be payable by Borrower;


(d) If required by Lender, receipt by Lender of an endorsement to each Title Insurance Policy,
amending the effective date of the Title Insurance Policy to the Closing Date and showing no
additional exceptions to coverage other than the exceptions shown on the Initial Closing Date and
other exceptions approved by Lender; and



(e) Receipt by Lender of one (1) or more counterparts of each Conversion Document, dated as of
the Closing Date, signed by each of the parties (other than Lender) to such Conversion Document.



Master Credit Facility Agreement

Camden 2008



 


26









 






Section 6.09. Conditions Precedent to Complete or Partial Termination of Facilities.



The right of Borrower to reduce the Commitment and the obligation of Lender to execute the
Facility Termination Document, are subject to the satisfaction of the following conditions
precedent on or before the Closing Date:




(a) Receipt by Lender of the fully executed Facility Termination Request;



(b) Payment by Borrower in full of all of the Variable Advances Outstanding and Fixed Advances
Outstanding, as the case may be, required to reduce the aggregate unpaid principal balance of all
Variable Advances Outstanding and Fixed Advances Outstanding, as the case may be, to not greater
than the Variable Facility Commitment and Fixed Facility Commitment, as the case may be, including
any associated prepayment premiums or other amounts due under the Notes (but if Borrower is not
required to prepay all of the Variable Advances Outstanding or Fixed Advances Outstanding, as the
case may be, Borrower shall have the right to select which of the Variable Advances or Fixed
Advances, as the case may be, shall be repaid); and



(c) Receipt by Lender on the Closing Date of one (1) or more counterparts of the Facility
Termination Document, dated as of the Closing Date, signed by each of the parties (other than
Lender) who is a party to such Facility Termination Document.




Section 6.10. Conditions Precedent to Termination of Credit Facility. 



The right of Borrower to terminate this Agreement and the Credit Facility and to receive a
release of all of the Collateral from the Collateral Pool and Lender’s obligation to execute and
deliver the Credit Facility Termination Documents on the Closing Date are subject to the following
conditions precedent:



(a) Receipt by Lender of the fully executed Credit Facility Termination Request; and



(b) Payment by Borrower in full of all of the Notes Outstanding on the Closing Date, including
any associated prepayment premiums or other amounts due under the Notes and all other amounts owing
by Borrower to Lender under this Agreement; and



Master Credit Facility Agreement

Camden 2008



 


27









 





Section 6.11. Delivery of Opinion Relating to Advance Request, Addition Request, Substitution Request, Conversion Request or Expansion Request. 



With respect to the closing of an Advance Request, an Addition Request, a Substitution
Request, a Conversion Request or an Expansion Request, it shall be a condition precedent that
Lender receives favorable opinions of counsel (including local counsel, as applicable) to Borrower,
as to the due organization and qualification of Borrower, the due authorization, execution,
delivery and enforceability of each Loan Document executed in connection with the Request and such
other matters as Lender may reasonably require, each dated as of the Closing Date for the Request,
in form and substance satisfactory to Lender in all respects.




Section 6.12. Delivery of Property-Related Documents. 



With respect to each of the Initial Mortgaged Properties or an Additional Mortgaged Property
or a Substitute Mortgaged Property, it shall be a condition precedent that Lender receive from
Borrower each of the documents and reports required by Lender pursuant to the Underwriting
Requirements in connection with the addition of such Mortgaged Property to the Collateral Pool and,
each of the following, each dated as of the applicable Closing Date for the Initial Mortgaged
Property or an Additional Mortgaged Property or a Substitute Mortgaged Property, as the case may
be, in form and substance satisfactory to Lender in all respects:



(a) A commitment for the Title Insurance Policy applicable to the Mortgaged Property and a pro
forma Title Insurance Policy based on the Commitment;



(b) the Insurance Policy (or a certified copy of the Insurance Policy) applicable to the
Mortgaged Property;




(c) The Survey applicable to the Mortgaged Property;



(d) Evidence satisfactory to Lender of compliance of the Mortgaged Property with Property
Laws;



(e) A Replacement Reserve Agreement or an amendment thereto, providing for the establishment
of a replacement reserve account, to be pledged to Lender, in which the owner shall (unless waived
by Lender) periodically deposit amounts for replacements for improvements at the Mortgaged Property
and as additional security for Borrower’s obligations under the Loan Documents;



Master Credit Facility Agreement

Camden 2008



 


28









 





(f) A Completion/Repair and Security Agreement or an amendment thereto, together with required
escrows, on the standard form required by Lender;



(g) An Assignment of Management Agreement or an amendment thereto, on the standard form
required by Lender, if applicable;



(h) An Assignment of Leases and Rents, if Lender determines one to be necessary or desirable,
provided that the provisions of any such assignment shall be substantively identical to those in
the Security Instrument covering the Collateral, with such modifications as may be necessitated by
applicable state or local law;



(i) In relation to each Initial Mortgaged Property, a Security Instrument to effectuate the
addition of such Initial Mortgaged Property to the Collateral Pool, in relation to each Additional
Mortgaged Property, a Security Instrument to effectuate the addition of such Additional Mortgaged
Property to the Collateral Pool, and in relation to each Substitute Mortgaged Property, a Security
Instrument to effectuate the addition of such Substitute Mortgaged Property to the Collateral Pool
and a Note relating to the Mortgaged Properties. The amount secured by each Security Instrument
shall be equal to the Commitment in effect from time to time;




(j) A Certificate of Borrower Parties;




(k) A Confirmation of Guaranty by each party providing a guaranty to Lender; and




(l) A Contribution Agreement or an amendment thereto.




Section 6.13. Additional Collateral.



If Lender determines that, with respect to the addition, release or substitution of Mortgaged
Properties, the Coverage and LTV Tests are not met when required to be satisfied by the terms of
this Agreement, Borrower shall have the option of either (A) providing to Lender a Letter of Credit
which shall either have a term equal to the Term of this Agreement or shall have a term of at least
364 days and provide for a drawing 30 days prior to its date of termination in the event it is not
renewed; (B) depositing cash or Cash Equivalents (as defined in Sections (a) through (c) of the
definition of Cash Equivalents) to the Cash Collateral Account; (C) adding an Additional Mortgaged
Property to the Collateral Pool in a manner which meets the requirements of Article 3 but which
Additional Mortgaged Property is to be encumbered solely by a Security Instrument in favor of
Lender securing all of the Obligations (any of the above constituting “Additional
Collateral”); or (D) to the extent permitted under the Loan Documents, prepaying in part or in
whole the outstanding principal amount of Advances designated by Lender, in each case in an amount
or, in relation to an Additional Mortgaged Property, with value equal to that amount which Lender
determines will cause the Coverage and LTV Tests to be satisfied. For purposes of making such
calculation, Lender shall deduct



Master Credit Facility Agreement

Camden 2008



 


29









 





the amount of cash and Cash Equivalents (as defined in Sections (a) through (c) of the definition of Cash Equivalents)
deposited to the Cash Collateral Account or the amount available under the Letter of Credit from
the outstanding principal balance of all Advances (the “Assumed Mortgage Principal Amount”)
and (i) calculate the interest component of debt service based on such Assumed Mortgage Principal
Amount and (ii) calculate the principal component of debt service by multiplying the actual amount
of principal times a fraction with a numerator equal to the Assumed Mortgage Principal Amount and a
denominator equal to the actual outstanding principal amount of all of the Advances. In the event
such Borrower exercises either of the options set forth in clauses (A) or (B) of this paragraph,
Borrower shall execute and deliver a Cash Collateral Agreement. Lender shall agree at the request
of Borrower to exchange one type of Additional Collateral for another type of Additional Collateral
within a reasonable time period, provided such other type of Additional Collateral is of equivalent
value and which meets the requirements of this Agreement. Notwithstanding any provision hereof to
the contrary, except for any Substitution Deposit delivered in accordance with Section 3.07 (the
amount and application of which shall be determined in accordance with said Section 3.07), (i) the
value of any Additional Collateral (excluding the Additional Collateral which constitutes an
Additional Mortgaged Property) delivered pursuant to this Section 6.13 (other than Substitution
Deposits) shall not exceed ten percent (10%) of the aggregate Valuation of all Mortgaged
Properties in the Collateral Pool, and (ii) in the event the Coverage and LTV Tests (without regard
to the Additional Collateral) are not satisfied within one year after delivery of the Additional
Collateral, Borrower shall be required to prepay the Advances Outstanding in an amount determined
by Lender to cause the Coverage and LTV Tests to be satisfied, and the Lender may draw on such
Additional Collateral and use the monies to make such prepayment. Any Advances required to be
prepaid pursuant to the preceding sentence shall be selected by the Borrower and, in addition to
the prepayment of the related Notes, Borrower shall pay all associated prepayment premiums and
other amounts due under the Notes being prepaid.



Section 6.14.  Reserved.



Section 6.15. Letters of Credit.



(a) Letter of Credit Requirements. If Borrower provides Lender with a Letter of
Credit pursuant to this Agreement, the Letter of Credit shall be in form and substance satisfactory
to Lender and Lender shall be entitled to draw under such Letter of Credit solely upon presentation
of a sight draft to the LOC Bank. Any Letter of Credit shall be for a term of at least 364 days.
Any Letter of Credit shall be issued by a financial institution satisfactory to Lender and shall
have its long-term debt obligations rated at least “A” or an equivalent rating by S&P and Moody’s
and its short-term debt obligations rated “A 1” / “P-1” or an equivalent rating by S&P and by
Moody’s.



Master Credit Facility Agreement

Camden 2008



 


30









 





(b) Draws Under Letter of Credit. Lender shall have the right in its sole discretion
to draw monies under the Letter of Credit:



(i) upon the occurrence of (A) an Event of Default; or (B) a Potential Event of Default of
which the Borrower has knowledge has occurred and continued for two (2) Business Days;



(ii) if 30 days prior to the expiration of the Letter of Credit, the Letter of Credit has not
been extended for a term of at least 364 days; or



(iii) upon the downgrading of the long-term obligations of the LOC Bank below “A” or an
equivalent rating by either Rating Agency or short-term debt below “A-1”/“P-1” or an equivalent
rating by either Rating Agency.



(c) Deposit to Cash Collateral Agreement. If Lender draws under the Letter of Credit
pursuant to Section 6.15(b)(ii) or (iii) above, Lender shall deposit such draw monies into the Cash
Collateral Account.



(d) Default Draws. If Lender draws under the Letter of Credit pursuant to Section
6.15(b)(i) above, Lender may in its sole discretion use monies drawn under the Letter of Credit for
any of the following purposes:



(i) to pay any amounts required to be paid by Borrower under the Loan Documents (including,
without limitation, any amounts required to be paid to Lender under this Agreement);



(ii) to (on such Borrower’s behalf, or on its own behalf if Lender becomes the owner of the
Mortgaged Property) pre-pay any Note;




(iii) to make improvements or repairs to any Mortgaged Property; or




(iv) to deposit monies into the Cash Collateral Account.



(e) Legal Opinion. Prior to or simultaneous with the delivery of any new Letter of
Credit (but not the extension of any existing Letter of Credit), such Borrower shall cause the LOC
Bank’s counsel to deliver a legal opinion substantially in the form of Exhibit W-1 or
Exhibit W-2, as applicable, and in any event satisfactory in form and substance to the
Lender in the Lender’s sole discretion.



ARTICLE 7

REPRESENTATIONS AND WARRANTIES





Section 7.01. Representations and Warranties of Borrower. 



The representations and warranties of Borrower Parties are contained in the Certificate of
Borrower Parties.



Master Credit Facility Agreement

Camden 2008



 


31









 






Section 7.02. Representations and Warranties of Lender. 




Lender hereby represents and warrants to Borrower as follows as of the date hereof:



(a) Due Organization. Lender is a corporation duly organized, validly existing and in
good standing under the laws of Ohio.



(b) Power and Authority. Lender has the requisite power and authority to execute and
deliver this Agreement and to perform its obligations under this Agreement.



(c) Due Authorization. The execution and delivery by Lender of this Agreement, and
the consummation by it of the transactions contemplated thereby, and the performance by it of its
obligations thereunder, have been duly and validly authorized by all necessary action and
proceedings by it or on its behalf.



ARTICLE 8

AFFIRMATIVE COVENANTS OF BORROWER AND GUARANTOR




Borrower agrees and covenants with Lender that, at all times during the Term of this
Agreement:




Section 8.01. Compliance with Agreements.



(a) Borrower and Guarantor shall comply with all the terms and conditions of each Loan
Document to which it is a party or by which it is bound; provided, however, that Borrower’s or
Guarantor’s failure to comply with such terms and conditions shall not be an Event of Default until
the expiration of the applicable notice and cure periods, if any, specified in the applicable Loan
Document.



(b) Borrower shall comply with all the material terms and conditions of any building permits
or any conditions, easements, rights-of-way or covenants of record, restrictions of record or any
recorded or, to the extent Borrower has knowledge thereof, unrecorded agreement affecting or
concerning any Mortgaged Property including planned development permits, mitigation plans,
condominium declarations, and reciprocal easement and regulatory agreements with any Governmental
Authority; provided, however, that Borrower’s failure to comply with such terms and conditions
shall not be an Event of Default until the expiration of the applicable notice and cure periods, if
any, specified in the applicable document.




Section 8.02. Maintenance of Existence.



(a) Each Borrower Party shall maintain its existence and continue to be organized under the
laws of the state of its organization. Borrower shall continue to be duly qualified to do business
in each jurisdiction in which such qualification is necessary to the conduct of its business and
where the failure to be so qualified would adversely affect the
validity of, the enforceability of, or the ability to perform, its obligations under this
Agreement or any other Loan Document.



Master Credit Facility Agreement

Camden 2008



 


32









 





(b) During the Term of this Agreement, Camden shall qualify, and be taxed as, a real estate
investment trust under Subchapter M of the Internal Revenue Code and will not be engaged in any
activities which would reasonably be anticipated to jeopardize such qualification and tax
treatment.




Section 8.03. Financial Statements; Accountants’ Reports; Other Information. 



(a) Each Borrower Party shall keep and maintain at all times at the address set forth in
Section 15.08 of this Agreement, and (at Lender’s request after an Event of Default) shall make
available at the Mortgaged Property, complete and accurate books of accounts and records (including
copies of supporting bills and invoices) in sufficient detail to correctly reflect all of
Borrower’s and Guarantor’s financial transactions and assets, and the results of the operation of
each Mortgaged Property, and copies of all written contracts, Leases and other instruments which
affect each Mortgaged Property (including all bills, invoices and contracts for electrical service,
gas service, water and sewer service, waste management service, telephone service and management
services). The books, records, contracts, Leases and other instruments shall be subject to
examination and inspection at any reasonable time by Lender.



(b) In addition, each Borrower and Guarantor (with respect to clauses (i), (ii), (xi) and
(xiii) set forth below) shall furnish, or cause to be furnished, to Lender:



(i) Annual Financial Statements. As soon as available, and in any event within one
hundred twenty (120) days after the close of its fiscal year during the Term of this Agreement, the
audited consolidated balance sheet showing all assets and liabilities of Camden, the audited
consolidated statement of operations of Camden and the unaudited consolidated statement of
operations of Borrower for such fiscal year, and the audited consolidated statement of cash flows
of Camden and the unaudited consolidated statement of cash flows of Borrower for such fiscal year,
all in reasonable detail and stating in comparative form the respective figures for the
corresponding date and period in the prior fiscal year, prepared in accordance with GAAP
consistently applied and as to Camden, accompanied by a certificate of Camden’s independent
certified public accountants to the effect that such financial statements have been audited by such
accountants, and that such financial statements fairly present the results of Camden’s operations
and financial condition for the periods and dates indicated, with such certification to be free of
exceptions and qualifications as to the scope of the audit as to the going concern nature of the
business;



Master Credit Facility Agreement

Camden 2008



 


33









 





(ii) Quarterly Financial Statements. As soon as available, and in any event within
forty five (45) days after each of the first three fiscal quarters of each fiscal year during the
Term of this Agreement, beginning with the fiscal quarter ending March 31, 2009, the unaudited
consolidated balance sheet showing all assets and liabilities of Camden as of the end of any such
fiscal quarter, the unaudited consolidated statement of operations of Borrower and
Camden and the unaudited consolidated statement of cash flows of Borrower and Camden for the
portion of the fiscal year ended with the last day of such quarter, all prepared in accordance with
GAAP and in reasonable detail and stating in comparative form the respective figures for the
corresponding date and period in the previous fiscal year, accompanied by a certificate of an
authorized representative of Borrower and Camden reasonably acceptable to Lender stating that such
financial statements have been prepared in accordance with GAAP, consistently applied, and fairly
present the results of its operations and financial condition for the periods and dates indicated,
subject to year end adjustments in accordance with GAAP;



(iii) Quarterly Property Statements. As soon as available in electronic format, and
in any event within forty five (45) days after each Calendar Quarter, a statement of income and
expenses of each Mortgaged Property prepared in accordance with GAAP and accompanied by a
certificate of an authorized representative of Borrower reasonably acceptable to Lender to the
effect that each such statement of income and expenses fairly, accurately and completely presents
the operations of each such Mortgaged Property for the period indicated;



(iv) Annual Property Statements. As soon as available in electronic format, and in
any event on an annual basis within forty five (45) days after the close of its fiscal year, an
annual statement of income and expenses of each Mortgaged Property accompanied by a certificate of
an authorized representative of Borrower reasonably acceptable to Lender to the effect that each
such statement of income and expenses fairly, accurately and completely presents the operations of
each such Mortgaged Property for the period indicated;



(v) Monthly Property Statements. Upon Lender’s request and no later than 30 days
after such request, a monthly electronic property management report for each 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 and a
statement of income and expense of each Mortgaged Property for the prior month;



(vi) Updated Rent Rolls. Within 120 days after the end of each fiscal year of each
Borrower, and at any other time upon Lender’s request, a current Rent Roll for each 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 other information requested by Lender and accompanied by a certificate of an authorized
representative of Borrower reasonably acceptable to Lender to the effect that each such Rent Roll
fairly, accurately and completely presents the information required therein;



(vii) Security Deposit Information. Within 120 days after the end of each fiscal year
of Borrower, and at any other time upon Lender’s request, an accounting of all security deposits
held in connection with any Lease of any part of any Mortgaged Property, including the name and
identification number of the accounts in which such security deposits are held, the name and
address of the financial institutions in which such security deposits are held
and the name and telephone number of the person to contact at such financial institution,
along with any authority or release necessary for Lender to access information regarding such
accounts;



Master Credit Facility Agreement

Camden 2008



 


34









 





(viii) Accountants’ Reports; Other Reports. Promptly upon receipt thereof: copies of
any reports which address material weaknesses or problems or management letters which address
material weaknesses or problems or audit opinions submitted to Borrower by its independent
certified public accountants in connection with the examination of its financial statements made by
such accountants (except for reports otherwise provided pursuant to subsection (a) above);
provided, however, that Borrower shall only be required to deliver such reports and management
letters to the extent that they relate to Borrower or any Mortgaged Property; and all schedules,
financial statements or other similar reports delivered by Borrower pursuant to the Loan Documents
or requested by Lender with respect to Borrower’s business affairs or condition (financial or
otherwise) or any of the Mortgaged Properties;



(ix) Ownership Interests. Within 120 days after the end of each fiscal year of
Borrower and Guarantor, and at any other time upon Lender’s request, a statement that identifies
all owners of any direct interest in any Targeted Entity (other than Guarantor) and the interest
held by each, if Borrower is a corporation, all executive officers and directors of Borrower or
Guarantor, and if Borrower is a limited liability company, all managers who are not members;



(x) Annual Budgets. Prior to the start of its fiscal year, an annual budget for each
Mortgaged Property for such fiscal year, setting forth an estimate of all of the costs and
expenses, including capital expenses, of maintaining and operating each Mortgaged Property; and



(xi) Federal Tax Returns. Upon the request of Lender, after an Event of Default, the
Federal tax return of Borrower and Guarantor that was filed with the Internal Revenue Service,
United States Department of Treasury.



(c) Each of the statements, schedules and reports required by Section 8.03 shall be
certified to be complete and accurate in all material respects by an individual having authority to
bind Borrower, and shall be in such form and contain such detail as Lender may reasonably require.
Upon an Event of Default, Lender also may require that any statements, schedules or reports be
audited at Borrower’s expense by independent certified public accountants acceptable to Lender.



(d) If Borrower fails to provide in a timely manner the statements, schedules and reports
required by Section 8.03, Lender shall 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 shall become immediately due and payable and shall become an additional part of the
Indebtedness as provided in Section 12 of each Security Instrument.



Master Credit Facility Agreement

Camden 2008



 


35









 





(e) If an Event of Default has occurred and is continuing, Borrower shall deliver to Lender
upon written demand all books and records, or copies thereof, relating to the Mortgaged Property or
its operation.




(f) Borrower irrevocably authorizes Lender to obtain a credit report on Borrower at any time.



(g) If an Event of Default has occurred and Lender has not previously required Borrower to
furnish a quarterly statement of income and expense for the Mortgaged Property, Lender may require
Borrower to furnish such a statement within forty five (45) days after the end of each fiscal
quarter of Borrower following such Event of Default.




Section 8.04. Access to Records; Discussions With Officers and Accountants. 



To the extent permitted by law and in addition to the applicable requirements of the Security
Instruments, Borrower shall permit Lender to:



(a) inspect, make copies and abstracts of, and have reviewed or audited, such of Borrower’s
books and records as may relate to the Obligations or any Mortgaged Property;



(b) at any time discuss Borrower’s affairs, finances and accounts with Borrower’s senior
management or property managers and independent public accountants; after an Event of Default,
discuss Borrower’s affairs, finances and account with Guarantor’s officers, partners and employees;



(c) discuss the Mortgaged Properties’ conditions, operations or maintenance with the managers
of such Mortgaged Properties, the officers and employees of Borrower and/or the Guarantor; and



(d) receive any other information that Lender reasonably deems necessary or relevant in
connection with any Advance, any Loan Document or the Obligations from the officers and employees
of such Borrower or third parties.



Notwithstanding the foregoing, prior to an Event of Default or Potential Event of Default and in
the absence of an emergency, all inspections shall be conducted at reasonable times during normal
business hours upon reasonable notice to Borrower.




Section 8.05. Certificate of Compliance. 



Borrower shall deliver to Lender concurrently with the delivery of the financial statements
and/or reports required by Section 8.03(a) and Section 8.03(b) a certificate signed
by an authorized representative of Borrower reasonably acceptable to Lender setting forth in
reasonable detail the calculations required to establish whether Borrower and Guarantor were in
compliance with the requirements of of this Agreement on the date of such financial statements,
and stating that, to the best knowledge of such individual following reasonable inquiry, no
Event of Default or Potential Event of Default has occurred, or if an Event of Default or Potential
Event of Default has occurred, specifying the nature thereof in reasonable detail and the action
Borrower is taking or proposes to take. Any certificate required by this Section shall run
directly to and be for the benefit of Lender and Fannie Mae.



Master Credit Facility Agreement

Camden 2008



 


36









 






Section 8.06. Maintain Licenses. 



Borrower shall procure and maintain in full force and effect all licenses, Permits, charters
and registrations which are material to the conduct of its business and shall abide by and satisfy
all terms and conditions of all such licenses, Permits, charters and registrations.




Section 8.07. Inform Lender of Material Events. 



Borrower shall promptly inform Lender in writing of any of the following (and shall deliver to
Lender copies of any related written communications, complaints, orders, judgments and other
documents relating to the following) of which an officer of Camden has actual knowledge:



(a) Defaults. The occurrence of any Event of Default or any Potential Event of
Default under this Agreement or any other Loan Document;



(b) Regulatory Proceedings. The commencement of any rulemaking or disciplinary
proceeding or the promulgation of any proposed or final rule which would have, or may reasonably be
expected to have, a Material Adverse Effect; the receipt of notice from any Governmental Authority
having jurisdiction over Borrower that Borrower is being placed under regulatory supervision, any
license, Permit, charter, membership or registration material to the conduct of Borrower’s business
or the Mortgaged Properties is to be suspended or revoked or Borrower is to cease and desist any
practice, procedure or policy employed by Borrower in the conduct of its business, and such
cessation would have, or may reasonably be expected to have, a Material Adverse Effect;



(c) Bankruptcy Proceedings. The commencement of any proceedings by or against
Borrower or Guarantor under any applicable bankruptcy, reorganization, liquidation, insolvency or
other similar law now or hereafter in effect or of any proceeding in which a receiver, liquidator,
trustee or other similar official is sought to be appointed for it;



(d) Environmental Claim. The receipt from any Governmental Authority or other Person
of any notice of violation, claim, demand, abatement, order or other order or direction
(conditional or otherwise) for any damage, including personal injury (including sickness, disease
or death), tangible or intangible property damage, contribution, indemnity, indirect or
consequential damages, damage to the environment, pollution, contamination or other adverse effects
on the environment, removal, cleanup or remedial action or for fines, penalties or
restrictions, resulting from or based upon the existence or occurrence, or the alleged
existence or occurrence, of a Hazardous Substance Activity on any Mortgaged Property in violation
of any law or the violation, or alleged violation, of any Hazardous Materials Laws in connection
with any Mortgaged Property or any of the other assets of Borrower;



Master Credit Facility Agreement

Camden 2008



 


37









 





(e) Material Adverse Effects. The occurrence of any act, omission, change or event
(including the commencement or written threat of any proceedings by or against Borrower in any
Federal, state or local court, or before any Governmental Authority, or before any arbitrator),
that has, or would have, a Material Adverse Effect, subsequent to the date of the most recent
audited financial statements of Borrower delivered to Lender pursuant to ;



(f) Accounting Changes. Any material change in Borrower’s accounting policies or
financial reporting practices;



(g) Legal and Regulatory Status. The occurrence of any act, omission, change or
event, including any Governmental Approval, the result of which is to change or alter in any way
the legal or regulatory status of Borrower; if such act, omission, change or event has or may
reasonably be expected to have, a Material Adverse Effect; and




(h) Change in Senior Management. Any change in the identity of Senior Management.




Section 8.08. Compliance with Applicable Law. 



Borrower shall comply in all material respects with all Applicable Laws now or hereafter
affecting any Mortgaged Property or any part of any Mortgaged Property or requiring any
alterations, repairs or improvements to any Mortgaged Property. Borrower shall procure and
continuously maintain in full force and effect, and shall abide by and satisfy all material terms
and conditions of all Permits, and shall comply with all written notices from Governmental
Authorities.




Section 8.09. Alterations to the Mortgaged Properties. 



Except as otherwise provided in the Loan Documents, Borrower shall have the right to undertake
any alteration, improvement, demolition, removal or construction (collectively,
“Alterations”) to the Mortgaged Property which it owns without the prior consent of Lender;
provided, however, that in any case, no such Alteration shall be made to any Mortgaged
Property without the prior written consent of Lender if such Alteration could reasonably be
expected to adversely affect the value of such Mortgaged Property or its operation as a multifamily
housing facility in substantially the same manner in which it is being operated on the date such
property became Collateral, the construction of such Alteration could reasonably be expected to
result in interference to the occupancy of tenants of such Mortgaged Property such that tenants in
occupancy with respect to five percent (5%) or more of the Leases would be permitted to terminate
their Leases or to abate the payment of all or any portion of



Master Credit Facility Agreement

Camden 2008



 


38









 





 their rent, or such Alteration will be completed in more than fifteen (15) months from the date of commencement or
in the last year of the Term of this Agreement. Notwithstanding the foregoing, Borrower must
obtain Lender’s prior written consent to construct Alterations with respect to the Mortgaged
Property costing in excess of, with respect to any Mortgaged Property, the number of units in such
Mortgaged Property multiplied by $2,000, but in any event, costs in excess of $250,000 and Borrower
must give prior written notice to Lender of its intent to construct Alterations with respect to
such Mortgaged Property costing in excess of $100,000; provided, however, that the preceding
requirements shall not be applicable to Alterations made, conducted or undertaken by Borrower as
part of Borrower’s routine maintenance, and repair or replacement of obsolete equipment of the
Mortgaged Properties as required by the Loan Documents. Notwithstanding anything contained in this
paragraph, in the event that the cost of an Alteration is less than $100,000 for any Mortgaged
Property and such Alteration shall take place in the last year of the Term of this Agreement, the
Borrower shall not be required to request the prior written consent of Lender prior to making such
Alteration.




Section 8.10. Loan Document Taxes. 



If any tax, assessment or Imposition (other than a franchise tax or excise tax imposed on or
measured by, the net income or capital (including branch profits tax) of Lender (or any transferee
or assignee thereof, including a participation holder)) (“Loan Document Taxes”) is levied,
assessed or charged by the United States, or any State in the United States, or any political
subdivision or taxing authority thereof or therein upon any of the Loan Documents or the
obligations secured thereby, the interest of Lender in the Mortgaged Properties, or Lender by
reason of or as holder of the Loan Documents, Borrower shall pay all such Loan Document Taxes to,
for, or on account of Lender (or provide funds to Lender for such payment, as the case may be)
within thirty (30) days after written notice from Lender and shall promptly furnish proof of such
payment to Lender, as applicable. In the event of passage of any law or regulation permitting,
authorizing or requiring such Loan Document Taxes to be levied, assessed or charged, which law or
regulation in the opinion of counsel to Lender may prohibit Borrower from paying the Loan Document
Taxes to or for Lender, Borrower shall enter into such further instruments as may be permitted by
law to obligate Borrower to pay such Loan Document Taxes.




Section 8.11. Further Assurances. 



Borrower, at the request of Lender, shall execute and deliver and, if necessary, file or
record such statements, documents, agreements, UCC financing and continuation statements and such
other instruments and take such further action as Lender from time to time may reasonably request
as reasonably necessary, desirable or proper to carry out more effectively the purposes of this
Agreement or any of the other Loan Documents or to subject the Collateral to the lien and security
interests of the Loan Documents or to evidence, perfect or otherwise implement, to assure the lien
and security interests intended by the terms of the Loan Documents or in order to exercise or
enforce its rights under the Loan Documents. If Lender believes that an “all-asset” collateral
description, as contemplated by Section 9-504(2) of the UCC, is appropriate as to any
Collateral under any Loan Document, the Lender is irrevocably authorized to use such a
collateral description, whether in one or more separate filings or as part of the collateral
description in a filing that particularly describes the collateral.



Master Credit Facility Agreement

Camden 2008



 


39









 






Section 8.12. Transfer of Ownership Interests in Borrower or Guarantor. 



(a) Prohibition on Transfers. Subject to paragraph (b) of this Section, neither
Borrower nor Guarantor shall cause or permit a Transfer or a Change of Control.



(b) Permitted Transfers. Notwithstanding the provisions of paragraph (a) of this
Section, the following Transfers by Borrower or Guarantor (or owners of interests in Guarantor),
upon prior written notice to Lender (however, prior notice will not be required with respect to the
Transfers described in subsections (i), (ii) or (iii) below), are permitted without the consent of
Lender (or the payment of any fee):



(i) The issuance by Camden of additional stock and the subsequent Transfer of such stock, and
the issuance by Camden Summit of additional partnership units and the subsequent Transfer of such
units; provided, however, that no Change in Control occurs as the result of such Transfer.



(ii) A merger with or acquisition of another entity by Camden (or, with respect to a merger
solely to reincorporate in another state, by Camden into another entity), provided that such
Camden is the surviving entity (other than a merger to reincorporate in another state when the
other entity can be the surviving entity in which case Lender is satisfied that the surviving
corporation in such merger shall succeed to all the rights, properties, assets and liabilities of
Camden) after such merger or acquisition, no Change in Control occurs, and such merger or
acquisition does not result in an Event of Default, as such terms are defined in this Agreement.



(iii) The Transfer of shares of common stock of Camden units; provided, however, that no
Change in Control occurs as the result of such Transfer.



(iv) A Transfer of Ownership Interests in Texas Member; provided, however, after such
Transfer, Camden shall maintain Control over Texas Member and shall continue to own at least 51% of
the Ownership Interests in Texas Member.



(v) A Transfer of Ownership Interests in Camden Member; provided, however, after such
Transfer, Camden Summit shall maintain Control over Camden Member and shall continue to own at
least 51% of the Ownership Interests in Camden Member.



(vi) A Transfer of Ownership Interests in Camden Summit, provided, however, after such
Transfer, Camden General Partner shall continue to own at least 51% of the Ownership Interests in
Camden Summit and there shall be no Change in Control.



(vii) A Transfer of any or all, direct or indirect, Ownership Interests in Borrower to any
wholly-owned subsidiary of Camden.




Master Credit Facility Agreement

Camden 2008



 


40









 





Section 8.13. Transfer of Ownership of Mortgaged Property.



(a) Prohibition on Transfers. Subject to paragraph (b) of this Section, neither
Borrower nor Guarantor shall cause or permit a Transfer of all or any part of a Mortgaged Property
or interest in any Mortgaged Property.



(b) Permitted Transfers. Notwithstanding provision (a) of this Section, the following
Transfers of a Mortgaged Property by Borrower or Guarantor, upon prior written notice to Lender
(however, prior notice will not be required with respect to the Transfers permitted pursuant to
subsections (i) and (ii) below), are permitted without the consent of Lender (or the payment of any
fee):



(i) The grant of a leasehold interest in individual dwelling units or commercial spaces in
accordance with the Security Instrument.



(ii) A sale or other disposition of obsolete or worn out personal property which is
contemporaneously replaced by comparable personal property of equal or greater value which is free
and clear of liens, encumbrances and security interests other than those created by the Loan
Documents or Permitted Liens.



(iii) The creation of a mechanic’s or materialmen’s lien or judgment lien against a Mortgaged
Property which is released of record or otherwise remedied to Lender’s satisfaction within thirty
(30) days of the date of creation.



(iv) The grant of an easement if, prior to the granting of the easement, Borrower causes to be
submitted to Lender all information required by Lender to evaluate the easement, and if Lender
consents to such easement based upon Lender’s determination that the easement will not materially
affect the operation of the Mortgaged Property or Lender’s interest in the Mortgaged Property and
Borrower pays to Lender, on demand, all reasonable third party out-of-pocket costs and expenses
incurred by Lender in connection with reviewing Borrower’s request. Lender shall not unreasonably
withhold its consent to or withhold its agreement to subordinate the lien of a Security Instrument
to the grant of a utility easement serving a Mortgaged Property to a publicly operated utility, or
the grant of an easement related to expansion or widening of roadways, provided that any such
easement is in form and substance reasonably acceptable to Lender and does not materially and
adversely affect the access, use or marketability of a Mortgaged Property.



Master Credit Facility Agreement

Camden 2008



 


41









 





(c) Assumption of Collateral Pool. Notwithstanding paragraph (a) of this Section, a
Transfer of the entire Collateral Pool may be permitted with the prior written consent of Lender if
each of the following requirements is satisfied:



(i) the transferee (“New Collateral Pool Borrower”) is a Single Purpose entity, and
executes an assumption agreement that is acceptable to Lender pursuant to which such New Collateral
Pool Borrower assumes all obligations of a Borrower under all the applicable Loan Documents;



(ii) the applicable Loan Documents shall be amended and restated as deemed necessary or
appropriate by Lender to meet the then-applicable requirements of the DUS Guide and of Fannie Mae;
provided, however, any waivers granted in connection with the Initial Advances will not be
reinstated unless specifically approved by Lender and Fannie Mae;



(iii) after giving effect to the assumption, the requirements of Section 6.05 and the General
Conditions contained in Section 6.01 shall be satisfied;



(iv) New Collateral Pool Borrower shall make such deposits to the reserves or escrow funds
established under the Loan Documents, including replacement reserves, completion/repair reserves,
and all other required escrow and reserve funds at such times and in such amounts as determined by
Lender at the time of the assumption;



(v) New Collateral Pool Borrower shall propose a guarantor acceptable to Lender, which
guarantor executes and delivers a guaranty acceptable to Lender;



(vi) Lender shall be the servicer of the loan; and



(vii) the requirements of Section 8.14 are satisfied.



Section 8.14. Consent to Prohibited Transfers.



(a) Consent to Prohibited Transfers. Lender may, in its sole and absolute discretion,
consent to a Transfer that would otherwise violate this Section if, prior to the Transfer, Borrower
or Guarantor, as the case may be, has satisfied each of the following requirements:



(i) the submission to Lender of all information required by Lender to make the determination
required by this Section;




(ii) the absence of any Event of Default;



(iii) the transferee meets all of the eligibility, credit, management and other standards
(including any standards with respect to previous relationships between Lender and the transferee
and the organization of the transferee) customarily applied by Lender at the time of the proposed
Transfer to the approval of borrowers or guarantors, as the case may be, in connection with the
origination or purchase of similar mortgages, deeds of trust or deeds to secure debt on multifamily
properties;



Master Credit Facility Agreement

Camden 2008



 


42









 





(iv) in the case of a Transfer of direct or indirect ownership interests in Borrower or
Guarantor, as the case may be, if transferor or any other person has obligations under any Loan
Documents, the execution by the transferee of one (1) or more individuals or entities acceptable to
Lender and/or Fannie Mae of an assumption agreement that is acceptable to Lender and that, among
other things, requires the transferee to perform all obligations of transferor or such person set
forth in such Loan Document, and may require that the transferee comply with any provisions of this
Instrument or any other Loan Document which previously may have been waived by Lender and/or
Fannie Mae;




(v) Lender’s receipt of all of the following:



(1) a transfer fee equal to one (1) percent of the Commitment immediately prior to the
transfer.



(2) In addition, Borrower shall be required to reimburse Lender for all of Lender’s reasonable
out-of-pocket costs (including reasonable attorneys’ fees) incurred in reviewing the Transfer
request.




Section 8.15. Date-Down Endorsements. 



Before the release or substitution of a Mortgaged Property and at any time and from time to
time that Lender has reason to believe than an additional lien may encumber a Mortgaged Property,
Lender may obtain an endorsement to each Title Insurance Policy containing a revolving credit
endorsement, amending the effective date of each such Title Insurance Policy to the date of the
title search performed in connection with the endorsement. Borrower shall pay for the cost and
expenses incurred by Lender to the Title Company in obtaining such endorsement, provided that, for
each Title Insurance Policy, it shall not be liable to pay for more than one (1) such endorsement
in any consecutive twelve (12) month period.




Section 8.16. Ownership of Mortgaged Properties. 



Borrower shall be the sole owner of each of the Mortgaged Properties free and clear of any
Liens other than Permitted Liens.




Section 8.17. Compliance with Net Worth Test.




Camden shall at all times maintain its Net Worth so that it is not less than: $250 million.




Section 8.18. Compliance with Liquidity Test. 



Camden shall at all times maintain cash and Cash Equivalents of not less than an amount equal
to $14.5 million.



Master Credit Facility Agreement

Camden 2008



 


43









 






Section 8.19. Change in Property Manager. 



Borrower shall give Lender notice of any change in the identity of the property manager of
each Mortgaged Property, and except with respect to property managers which are Affiliates of the
applicable Borrower, no such change shall be made without the prior consent of Lender.



Any management agreement must be in form and substance satisfactory to Lender. Borrower
agrees to enter into and cause any property manager to enter into an assignment and subordination
of property management agreement in form and substance satisfactory to Lender and any other
documents or agreements Lender shall deem necessary in connection with the execution of any
property management agreement.




Section 8.20. Single Purpose Entity.



Borrower and each general partner or managing member of Borrower shall maintain itself as a
Single Purpose entity, provided, however, that (i) Borrower may own more than one Mortgaged
Property, each of which is part of the Collateral Pool and (ii) Borrower and each general partner
or managing member may commingle its funds with Camden provided that such funds are separately
identified and accounted for.




Section 8.21. ERISA.



Borrower shall at all times remain in compliance in all material respects with all applicable
provisions of ERISA, if any, and shall not incur any liability to the PBGC on a Plan under Title IV
of ERISA. Neither the Borrower, nor any member of the Controlled Group is or ever has been
obligated to contribute to any Multiemployer Plan. The assets of the Borrower do not constitute
plan assets within the meaning of Department of Labor Regulation §2510.3-101 of any employee
benefit plan subject to Title I of ERISA.




Section 8.22. Consents or Approvals.



Borrower shall obtain any required consent or approval of any creditor of Borrower, any
Governmental Authority or any other Person to perform its obligations under this Agreement and any
other Loan Documents.




Section 8.23. Post-Closing Obligations.



(a) With respect to the Mortgaged Property known as Camden Deerfield, Borrower shall use
commercially reasonable efforts to obtain the Wetland Mitigation Plan and any amendments and
modifications (as defined in the Restrictive Covenant dated December 31, 1998 by Summit Properties
Partnership, L.P. recorded with the Clerk of the Superior Court of Fulton County, Georgia in Book
25981, Page 200) and shall deliver the same to Lender promptly upon receipt.



Master Credit Facility Agreement

Camden 2008



 


44









 





(b) With respect to (i) the one (1) missing certificate of occupancy for 3115 Norfolk Street
at the Mortgaged Property known as Camden Greenway and (ii) the missing certificates of occupancy
for five (5) buildings at the Mortgaged Property known as Camden Lake Pine, Borrower shall use
commercially reasonable efforts to obtain and shall deliver promptly to Lender upon receipt: (A)
such certificates of occupancy, (B) evidence satisfactory to Lender of the existence of such
certificates of occupancy from the municipal entity with jurisdiction over the applicable Mortgaged
Property, or (C) evidence satisfactory to Lender that, notwithstanding the fact that any such
certificates of occupancy do not exist, have not been issued or cannot be located, the municipal
entity with jurisdiction over the applicable Mortgaged Property acknowledges substantially to the
effect that the Mortgaged Property is not in violation of the applicable local law regarding
certificates of occupancy.



ARTICLE 9

NEGATIVE COVENANTS OF BORROWER




Borrower and Guarantor, as applicable, agree and covenant with Lender that, at all times
during the Term of this Agreement:




Section 9.01. Other Activities. 



(a) No Targeted Entity other than Camden shall amend its Organizational Documents in any
material respect, including without limitation the allocation of decision-making rights among the
members or partners, without the prior written consent of Lender;




(b) No Targeted Entity shall dissolve or liquidate in whole or in part;



(c) No Targeted Entity shall, except as otherwise provided in this Agreement, without the
prior written consent of Lender, merge or consolidate with any Person; or



(d) Borrower shall not use, or permit to be used, any Mortgaged Property for any uses or
purposes other than as a Multifamily Residential Property and ancillary uses consistent with
Multifamily Residential Properties.




Section 9.02. Liens. 



Borrower shall not create, incur, assume or suffer to exist any Lien on Borrower’s interest in
any Mortgaged Property or any part of any Mortgaged Property, except the Permitted Liens.




Section 9.03. Indebtedness. 



Borrower shall not incur or be obligated at any time with respect to any Indebtedness (other
than Advances) in connection with any of the Mortgaged Properties. Neither Borrower nor any owner
of Borrower shall incur any “mezzanine debt,” issue any preferred equity or incur any similar
Indebtedness or equity with respect to any Mortgaged Property.



Master Credit Facility Agreement

Camden 2008



 


45









 






Section 9.04. Principal Place of Business. 



Borrower shall not change its principal place of business, state of formation, legal name or
the location of its books and records, each as set forth in the Certificate of Borrower Parties,
without first giving thirty (30) days’ prior written notice to Lender.




Section 9.05. Condominiums. 



Borrower shall not submit any Mortgaged Property to a condominium regime during the Term of
this Agreement.




Section 9.06. Restrictions on Distributions. 



Borrower shall not make any distributions of any nature or kind whatsoever to the owners of
its Ownership Interests as such if, at the time of such distribution, a Potential Event of Default
that may reasonably be expected to result in a Material Adverse Effect or an Event of Default has
occurred and remains uncured.




Section 9.07. No Hedging Arrangements.



Without the prior written consent of Lender, or unless otherwise required by the Pledge,
Interest Rate Cap Agreement, Borrower will not enter into or guarantee, provide security for or
otherwise undertake any form of contingent obligation with respect to any Hedging Arrangement.




Section 9.08. Confidentiality of Certain Information.



Borrower Parties shall not disclose any terms, conditions, underwriting requirements or
underwriting procedures of the Credit Facility or any of the Loan Documents; provided, however,
that such confidential information may be disclosed (A) as required by law or pursuant to generally
accepted accounting procedures, (B) to officers, directors, employees, agents, partners, attorneys,
accountants, engineers and other consultants of Borrower Parties who need to know such information,
provided such Persons are instructed to treat such information confidentially, (C) to any
regulatory authority having jurisdiction over a Borrower Party, (D) in connection with any filings
with the Securities and Exchange Commission or other Governmental Authorities, or (E) to any other
Person to which such delivery or disclosure may be necessary or appropriate (1) in compliance with
any law, rule, regulation or order applicable to a Borrower Party, or (2) in response to any
subpoena or other legal process or information investigative demand. Borrower permits Lender to
disclose all financial and other information received from or on behalf of Borrower to Fannie Mae
in connection with the assignment of the Loan. Borrower may freely disclose any information that
Borrower has previously disclosed in
connection with any filings with the Securities and Exchange Commission or other Governmental
Authorities, that is generally available to the public.



Master Credit Facility Agreement

Camden 2008



 


46









 





ARTICLE 10

FEES




Section 10.01. Reserved.



Section 10.02. Reserved.



Section 10.03. Origination Fees.



(a) Initial Origination Fee. Borrower shall pay to Lender on the date that is the
earlier of (x) the Initial Closing Date and (y) November 13, 2008 an origination fee (“Initial
Origination Fee”) equal to [*] multiplied by the Initial Commitment Amount).




(b) Reserved.




Section 10.04. Due Diligence Fees.



(a) Initial Due Diligence Fees.  Borrower shall pay to Lender non-refundable due
diligence fees (“Initial Due Diligence Fees”) with respect to each Initial Mortgaged
Property in an amount equal to $5,000 per Initial Mortgaged Property. All Initial Due Diligence
Fees shall have been paid prior to the Initial Closing Date and all third party costs and
out-of-pocket fees and expenses incurred by Lender and Fannie Mae shall be paid by Borrower on the
Initial Closing Date (or, if the proposed Initial Mortgaged Properties do not become part of the
Collateral Pool, on demand). 



(b) Additional Due Diligence Fees for Additional Collateral.  Borrower shall pay to
Lender non-refundable additional due diligence fees (the “Additional Collateral Due Diligence
Fees”) with respect to each proposed Additional Mortgaged Property or Substitute Mortgaged
Property, as applicable, in an amount equal to $5,000 per Additional Mortgaged Property or
Substitute Mortgaged Property, as applicable, which represents the estimated cost for due diligence
expenses. All Additional Collateral Due Diligence Fees, third party costs and out-of-pocket fees
and expenses incurred by Lender and Fannie Mae shall be paid by Borrower on the applicable Closing
Date (or if the relevant proposed Additional Mortgaged Property or Substitute Mortgaged Property,
as applicable, does not become part of a Collateral Pool, on demand) for the Additional Mortgaged
Property or Substitute Mortgaged Property, as applicable.




 




	 	 	 
	*	 	Indicates material that has been omitted and for which
confidential treatment has been requested. All such omitted material has been
filed with the Securities and Exchange Commission pursuant to Rule 406
promulgated under the Securities Act of 1933, as amended.





Master Credit Facility Agreement

Camden 2008



 


47









 






Section 10.05. Legal Fees and Expenses.



(a) Initial Legal Fees. Borrower shall pay, or reimburse Lender for, all
out-of-pocket third party legal fees and expenses incurred by Lender and by Fannie Mae in
connection with the preparation, review and negotiation of this Agreement and any other Loan
Documents executed on the date of this Agreement.



(b) Fees and Expenses Associated with Requests. Borrower shall pay, or reimburse
Lender for, all reasonable out-of-pocket third party costs and expenses incurred by Lender,
including the out-of-pocket legal fees and expenses incurred by Lender in connection with the
preparation, review and negotiation of all documents, instruments and certificates to be executed
and delivered in connection with each Request, the performance by Lender of any of its obligations
with respect to the Request, the satisfaction of all conditions precedent to Borrower’s rights or
Lender’s obligations with respect to the Request, and all transactions related to any of the
foregoing, including the cost of title insurance premiums and applicable recordation and transfer
taxes and charges and all other reasonable costs and expenses in connection with a Request. The
obligations of Borrower under this subsection shall be absolute and unconditional, regardless of
whether the transaction requested in the Request actually occurs. Borrower shall pay such costs
and expenses to Lender on the Closing Date for the Request, or, as the case may be, after demand by
Lender when Lender determines that such Request will not close.




Section 10.06. Failure to Close any Request. 



If Borrower makes a Request and fails to close on the Request for any reason other than the
default by Lender, then Borrower shall pay to Lender and Fannie Mae all damages incurred by Lender
and Fannie Mae in connection with the failure to close.



ARTICLE 11

EVENTS OF DEFAULT





Section 11.01. Events of Default. 



Each of the following events shall constitute an “Event of Default” under this
Agreement, whatever the reason for such event and whether it shall be voluntary or involuntary, or
within or without the control of Borrower or be effected by operation of law or pursuant to any
judgment or order of any court or any order, rule or regulation of any Governmental Authority:



(a) the occurrence of a default under any Loan Document beyond the cure period, if any, set
forth therein or an Event of Default under and as defined in any Loan Document; or



(b) the failure by Borrower to pay when due any amount payable by Borrower, beyond any
applicable cure period, under any Note, any Security Instrument, this Agreement or any other Loan
Document, including any fees, costs or expenses, provided that
any payment relating to any fee, cost or expense that is not a scheduled payment must be paid
(if not otherwise specified in the applicable Loan Document) within ten (10) days of written notice
by Lender; or



Master Credit Facility Agreement

Camden 2008



 


48









 





(c) the failure by Borrower to perform or observe any covenant contained in Sections 8.02,
8.07, 8.12, 8.13, 8.14, 8.16, 8.17, 8.18, 8.20 and ; or



(d) any warranty, representation or other written statement made by or on behalf of any
Targeted Entity contained in this Agreement, any other Loan Document or in any instrument furnished
in compliance with or in reference to any of the foregoing, is false or misleading in any material
respect on any date when made or deemed made; or



(e) (i) any Targeted Entity shall (A) commence a voluntary case (or, if applicable, or joint
case) under any Chapter of the Bankruptcy Code (as now or hereafter in effect) or otherwise, (B)
file a petition seeking to take advantage of any other laws, domestic or foreign, relating to
bankruptcy, insolvency, reorganization, debt adjustment, winding up or composition or adjustment of
debts, (C) consent to or fail to contest in a timely and appropriate manner any petition filed
against it in an involuntary case under such bankruptcy laws or other laws, (D) apply for or
consent to, or fail to contest in a timely and appropriate manner, the appointment of, or the
taking of possession by, a receiver, custodian, trustee or liquidator of itself or of a substantial
part of its property, domestic or foreign, (E) admit in writing its inability to pay, or generally
not be paying, its debts as they become due, (F) make a general assignment for the benefit of
creditors, (G) assert that any Borrower or Guarantor (solely with respect to the Guaranty), has no
liability or obligations under this Agreement or any other Loan Document to which it is a party; or
(H) take any action for the purpose of effecting any of the foregoing; or



(ii) a case or other proceeding shall be commenced against any Targeted Entity in any court of
competent jurisdiction seeking (A) relief under the Federal bankruptcy laws (as now or hereafter in
effect) or under any other laws, domestic or foreign, relating to bankruptcy, insolvency,
reorganization, winding upon or composition or adjustment of debts, or (B) the appointment of a
trustee, receiver, custodian, liquidator or the like of any Targeted Entity or of all or a
substantial part of the property, domestic or foreign, of any Targeted Entity and any such case or
proceeding shall continue undismissed or unstayed for a period of sixty (60) consecutive calendar
days, or any order granting the relief requested in any such case or proceeding against any
Targeted Entity (including an order for relief under such Federal bankruptcy laws) shall be
entered; or



(iii) any Targeted Entity files an involuntary petition against Borrower under any Chapter of
the Bankruptcy Code or under any other bankruptcy, insolvency, reorganization, arrangement or
readjustment of debt, dissolution, liquidation or similar proceeding relating to Borrower under the
laws of any jurisdiction.



Master Credit Facility Agreement

Camden 2008



 


49









 





(f) both (i) an involuntary petition under any Chapter of the Bankruptcy Code is filed against
Borrower or Borrower directly or indirectly becomes the subject of any
bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, dissolution,
liquidation or similar proceeding relating to it under the laws of any jurisdiction, or in equity,
and (ii) any Targeted Entity has acted in concert or conspired with such creditors of Borrower
(other than Lender) to cause the filing thereof.



(g) if any provision of this Agreement or any other Loan Document or the lien and security
interest purported to be created hereunder or under any Loan Document shall at any time for any
reason cease to be valid and binding in accordance with its terms on Borrower or Guarantor, or
shall be declared to be null and void, or the validity or enforceability hereof or thereof or the
validity or priority of the lien and security interest created hereunder or under any other Loan
Document shall be contested by any Targeted Entity seeking to establish the invalidity or
unenforceability hereof or thereof, or Borrower or Guarantor (only with respect to the Guaranty)
shall deny that it has any further liability or obligation hereunder or thereunder; or



(h) the execution by Borrower of a chattel mortgage or other security agreement on any
materials, fixtures or articles used in the construction or operation of the improvements located
on any Mortgaged Property or on articles of personal property located therein (other than in
connection with any Permitted Liens), or if any such materials, fixtures or articles are purchased
pursuant to any conditional sales contract or other security agreement or otherwise so that the
Ownership thereof will not vest unconditionally in Borrower free from encumbrances, or if Borrower
does not furnish to Lender upon request the contracts, bills of sale, statements, receipted
vouchers and agreements, or any of them, under which Borrower claim title to such materials,
fixtures, or articles; or



(i) the failure by Borrower to comply with any requirement of any Governmental Authority by
the time required by the Governmental Authority; or



(j) a dissolution or liquidation for any reason (whether voluntary or involuntary) of any any
Targeted Entity; or



(k) any judgment against Borrower, any attachment or other levy against any portion of
Borrower’s assets with respect to a claim or claims in an amount in excess of $250,000 in the
aggregate remains unpaid, unstayed on appeal undischarged, unbonded, not fully insured or
undismissed for a period of ninety (90) days; or



(l) any judgment against Camden, any attachment or other levy against any portion of Camden’s
assets with respect to a claim or claims in an amount in excess of $2,500,000 in the aggregate
remains unpaid, unstayed on appeal, undischarged, unbonded, not fully insured or undismissed for a
period of ninety (90) days; or



(m) the failure by Borrower or Guarantor to perform or observe any material term, covenant,
condition or agreement hereunder, other than as contained in subsections (a) through (j) above,
within thirty (30) days after receipt of notice from Lender identifying such failure, provided such
period shall be extended for up to sixty (60) additional days if Borrower,
in the discretion of Lender, is diligently pursuing a cure of such default within sixty (60)
days after receipt of notice from Lender.



Master Credit Facility Agreement

Camden 2008



 


50









 





ARTICLE 12

REMEDIES





Section 12.01. Remedies; Waivers. 



Upon the occurrence of an Event of Default, Lender may do any one or more of the following
(without presentment, protest or notice of protest, all of which are expressly waived by Borrower
Party):



(a) by written notice to Borrower, to be effective upon dispatch, terminate the Commitment and
declare the principal of, and interest on, the Advances and all other sums owing by Borrower to
Lender under any of the Loan Documents forthwith due and payable, whereupon the Commitment will
terminate and the principal of, and interest on, the Advances and all other sums owing by Borrower
to Lender under any of the Loan Documents will become forthwith due and payable.



(b) Lender shall have the right to pursue any other remedies available to it under any of the
Loan Documents.



(c) Lender shall have the right to pursue all remedies available to it at law or in equity,
including obtaining specific performance and injunctive relief.




Section 12.02. Waivers; Rescission of Declaration. 



Lender shall have the right, to be exercised in its complete discretion, to waive any breach
hereunder (including the occurrence of an Event of Default), by a writing setting forth the terms,
conditions, and extent of such waiver signed by Lender and delivered to Borrower. Unless such
writing expressly provides to the contrary, any waiver so granted shall extend only to the specific
event or occurrence which gave rise to the waiver and not to any other similar event or occurrence
which occurs subsequent to the date of such waiver.



Master Credit Facility Agreement

Camden 2008



 


51









 





Section 12.03. Lender’s Right to Protect Collateral and Perform Covenants and Other
Obligations. 



If Borrower or Guarantor fails to perform the covenants and agreements contained in this
Agreement or any of the other Loan Documents, then Lender at Lender’s option may make such
appearances, disburse such sums and take such action as Lender deems necessary, in its sole
discretion, to protect Lender’s interest, including disbursement of reasonable attorneys’ fees,
entry upon the Mortgaged Property to make repairs and replacements, procurement of
satisfactory insurance as provided in Section 5 of the Security Instrument encumbering the
Mortgaged Property, and if the Security Instrument is on a leasehold, exercise of any option to
renew or extend the ground lease on behalf of Borrower and the curing of any default of Borrower in
the terms and conditions of the ground lease. Any amounts disbursed by Lender pursuant to this
Section, with interest thereon, shall become additional indebtedness of Borrower secured by the
Loan Documents. Unless Borrower and Lender agree to other terms of payment, such amounts shall be
immediately due and payable and shall bear interest from the date of disbursement at the weighted
average, as determined by Lender, of the interest rates in effect from time to time for each
Advance unless collection from Borrower of interest at such rate would be contrary to Applicable
Law, in which event such amounts shall bear interest at the highest rate which may be collected
from Borrower under Applicable Law. Nothing contained in this Section shall require Lender to
incur any expense or take any action hereunder.




Section 12.04. No Remedy Exclusive. 



Unless otherwise expressly provided, no remedy herein conferred upon or reserved is intended
to be exclusive of any other available remedy, but each remedy shall be cumulative and shall be in
addition to other remedies given under the Loan Documents or existing at law or in equity.




Section 12.05. No Waiver. 



No delay or omission to exercise any right or power accruing under any Loan Document upon the
happening of any Event of Default or Potential Event of Default shall impair any such right or
power or shall be construed to be a waiver thereof, but any such right and power may be exercised
from time to time and as often as may be deemed expedient.




Section 12.06. No Notice. 



To entitle Lender to exercise any remedy reserved to Lender in this Article, it shall not be
necessary to give any notice, other than such notice as may be required under the applicable
provisions of this Agreement or any of the other Loan Documents.



Master Credit Facility Agreement

Camden 2008



 


52









 





ARTICLE 13

INSURANCE, REAL ESTATE TAXES AND REPLACEMENT RESERVES





Section 13.01. Insurance and Real Estate Taxes. 



(a) Insurance and Tax Escrow; Waiver. Borrower shall establish funds for taxes, insurance
premiums and certain other charges for each Mortgaged Property in accordance with Section 7(a) of
the Security Instrument for each Mortgaged Property. Notwithstanding the foregoing, so long as no
Event of Default or Potential Event of Default has occurred, Lender hereby waives the obligations
of Borrower under Section 7(a) of each Security Instrument with
respect to the escrow of premiums for insurance and taxes (the “Required Escrow
Payments”). During any period in which the obligation to pay the Required Escrow Payments has
been waived pursuant to this Section 13.01, each Borrower shall: (i) pay insurance
premiums by or on behalf of Borrower with respect to the insurance policy meeting the requirements
of the Security Instrument for each Mortgaged Property, (ii) pay taxes by or on behalf of Borrower,
(iii) send Lender invoices and paid receipts, or other documentation satisfactory to Lender,
evidencing payment of such insurance premiums on the earlier of (A) the date that each such premium
is due and payable and (B) thirty (30) days prior to the expiration date of such policy, (iv) send
Lender invoices and paid receipts, or other documentation satisfactory to Lender, evidencing
payment of such taxes on the date such taxes are due and payable, (v) provide to Lender written
proof at least thirty (30) days prior to the then-current expiration date of the insurance policy,
certified by the insurance provider, that such policy has been extended for a period of at least
one (1) year, and (vi) include all payments of insurance premiums and taxes in its monthly and
annual property income and expense data.



(b) Revocation of Waiver. Lender’s waiver of the Required Escrow Payments shall, at
the option of Lender, be revoked upon the occurrence of any of the following events:




(i) the occurrence of an Event of Default or a Potential Event of Default; or




(ii) any Borrower shall fail to perform its obligations under Section 13.01(a).



(iii) failure by any Borrower to (A) participate in a blanket insurance policy that complies
with Fannie Mae’s insurance requirements and (B) annually furnish signed insurance binders to
Lender within fifteen (15) days prior to the insurance renewal date.



(c) Upon Lender’s revocation of its waiver of the Required Escrow Payments, Borrower’s
obligations under Section 7(a) of each of the Security Instruments shall immediately be reinstated.




Section 13.02. Replacement Reserves. 



Borrower shall execute a Replacement Reserve Agreement for the Mortgaged Properties and shall
(unless waived by Lender) make all deposits for replacement reserves in accordance with the terms
of the Replacement Reserve Agreement.




Section 13.03. Completion/Repair Reserves.



Borrower shall execute a Completion/Repair and Security Agreement for the Mortgaged Properties
and shall (unless waived by Lender) make all deposits for reserves in accordance with the terms of
the Completion/Repair and Security Agreement.



Master Credit Facility Agreement

Camden 2008





 


53











 




Section 13.04. Tax Escrows — Letter of Credit.



(a) In the event that Borrower shall be required to make monthly escrow payments for taxes,
Borrower may, upon written notice to Lender, elect to provide in lieu of the required deposits for
taxes a Letter of Credit in accordance with this subsection and pursuant to Section 6.15 of this
Agreement. Any Letter of Credit delivered to Fannie Mae in accordance with this subsection shall
be a clean, irrevocable Letter of Credit, naming Fannie Mae as beneficiary, in the amount equal to
the highest aggregate amount of any tax balance for the Mortgaged Property on an annual basis,
which amount shall be determined in Fannie Mae’s sole discretion (the “Maximum Escrow
Amount”).



(b) Administrative Fee. For so long as Lender or Fannie Mae is holding the Letter of
Credit in accordance with this Section 13.04, Borrower shall pay a nonrefundable annual
administrative fee in an amount equal to $500 per Mortgaged Property (the “LOC Fee”) to Lender.
Such LOC Fee shall be paid by Borrower in advance of the effective date of the Letter of Credit and
shall not be prorated if the Letter of Credit is returned prior to time period set forth in Section
13.04(d)(2) hereof.



(c) Letter of Credit as Additional Collateral. Borrower agrees that the Letter of
Credit provides collateral for each Note and all Obligations in addition to the lien of each
Security Instrument.



(d) Conditions for Providing and Holding Letter of Credit.



(1) Period During Which Borrower Must Provide Letter of Credit. Until the earliest of
(i) payment in full of all Obligations and sums secured by each Security Instrument, or (ii) the
date that Fannie Mae fully draws on the Letter of Credit as permitted by this Agreement, Borrower
shall renew, amend or replace the Letter of Credit in accordance with the terms of this Agreement
to ensure that the Letter of Credit remains in effect and does not expire or shall provide cash to
Fannie Mae in the amount of tax escrow deposits which would have been required at the time if
Borrower had not elected to furnish the Letter of Credit at least fifteen (15) days prior to the
date the Letter of Credit terminates.



(2) Return of the Letter of Credit or the Proceeds Thereof. Fannie Mae shall return
the Letter of Credit, or the proceeds of any draws on such Letter of Credit (less all amounts which
have been applied by Fannie Mae pursuant to the terms of this Section) to Borrower within five (5)
business days after the date on which Fannie Mae releases the lien of each Security Instrument.



(3) Adjustment of the Letter of Credit. Borrower shall deliver to Fannie Mae copies
of the paid bills and notices of assessments for Taxes for each Mortgaged Property within thirty
(30) days after the date on which the Taxes are due and payable. Not more than one time each
calendar year, Borrower shall, promptly after receipt of notice from
Fannie Mae, deliver to Fannie Mae an amendment or replacement of the Letter of Credit in the
Maximum Escrow Amount for the then-current calendar year, as such yearly amount is reasonably
determined by Fannie Mae pursuant to this Agreement.


Master Credit Facility Agreement

Camden 2008



 


54









 





(e) Renewal or Replacement of Letter of Credit.



(1) Renewal or Replacement. At least fifteen (15) days prior to the expiration date
of the Letter of Credit, Borrower shall either (i) cause the Letter of Credit to be amended to
extend its expiration date, (ii) furnish a replacement Letter of Credit or (iii) provide cash to
Fannie Mae in the amount of tax escrow deposits which would have been required at the time if
Borrower had not elected to furnish the Letter of Credit.



(2) Draw on Letter of Credit. If Borrower does not provide an amendment to, or
replacement of, the Letter of Credit when required pursuant to paragraph (1) above or provide the
amount of cash referenced in paragraph (1) above or the long-term obligations of the LOC Bank are
downgraded as set forth in Section 6.15(b)(iii) of this Agreement, Fannie Mae shall draw the full
amount of the Letter of Credit and hold and apply the proceeds as permitted hereunder.



(f) (1) Remedies. If an Event of Default or Potential Event of Default has occurred,
Fannie Mae may apply the proceeds of the Letter of Credit in its discretion pursuant to Section
6.15 of this Agreement.



(2) No Obligation to Apply Proceeds; No Cure. Nothing in this Section shall obligate
Fannie Mae to apply all or any portion of the proceeds of the Letter of Credit to cure any default
under the Loan Documents or to reduce the indebtedness evidenced by any Note. No application of
proceeds of the Letter of Credit by Fannie Mae shall be deemed to cure any default.



(g) Proceeds of the Letter of Credit.



(1) Proceeds Held in Escrow Funds Account(s). If Fannie Mae draws on the Letter of
Credit and holds the proceeds under this Instrument, such funds shall be held by Lender in escrow
pursuant to Section 7(b) of each Security Instrument.



(2) No Obligation to Draw or to Apply Proceeds. Fannie Mae shall only draw on the
Letter of Credit upon any Event of Default or Potential Event of Default (or in those documents
which do not define “Event of Default” or “Potential Event of Default”, upon any breach of an
obligation or covenant (in each beyond any applicable notice and grace period) under any of the
Loan Documents or the Borrower’s failure to pay the tax obligations secured by the Letter of
Credit, but in any event Fannie Mae shall have no obligation to draw on the Letter of Credit or
apply the proceeds of any draw on the Letter of Credit to cure a default under the Loan Documents;
provided, however, the proceeds of any draw on the Letter of Credit shall be used by Fannie Mae for
the benefit of Borrower to either pay such tax obligations secured by the
Letter of Credit or otherwise apply the proceeds to satisfy the Obligations of Borrower under
and as permitted by this Agreement. Fannie Mae may hold the Letter of Credit or the proceeds of
any Letter of Credit until the date for return as determined pursuant to paragraph (c)(2), or apply
all or any portion of the proceeds as permitted by this Agreement or any of the Loan Documents and
hold any remaining proceeds until the date for return determined under paragraph (c)(2).


Master Credit Facility Agreement

Camden 2008




 


55









 





ARTICLE 14

LIMITS ON PERSONAL LIABILITY




Section 14.01. Personal Liability to Borrower. 



Except as otherwise provided in this , Borrower shall have no personal liability under the
Loan Documents for the repayment of any 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 Properties and any other Collateral held by
Lender as security for the Indebtedness.



(a) Exceptions to Limits on Personal Liability. Borrower shall be personally liable
to Lender for the repayment of a portion of the Advances and other amounts due under the Loan
Documents equal to any loss, expense, cost, liability or damage suffered by Lender as a result of
or in any manner relating to failure of Borrower to pay to Lender upon demand after an Event of
Default all Rents received by Borrower or its property manager to which Lender is entitled under
Section 3(a) of the Security Instrument encumbering the Mortgaged Property and the amount of all
security deposits held by Borrower from tenants then in residence; failure of Borrower to apply
all insurance proceeds, condemnation proceeds or security deposits from tenants as required by the
Security Instrument encumbering the Mortgaged Property; failure of such Borrower to comply with
its obligations under the Loan Documents with respect to the delivery of books and records and
financial statements; fraud or intentional material misrepresentation by Borrower or any officer,
director, partner, member or employee of Borrower in connection with the application for or
creation of the Obligations or any request for any action or consent by Lender; any and all
indemnification obligations contained in Section 18 of any Security Instrument; (vi) the litigation
against Camden Property Trust and Camden Builders Inc., filed by the Equal Rights Center in the
United States District Count for the District of Maryland as Case No. PJM 07 CV 2357 with respect
to the Fair Housing Act and the Americans with Disabilities Act; or (vii) failure to apply Rents,
first, to the payment of reasonable operating expenses and then to amounts (“Debt Service
Amounts”) payable under the Loan Documents (except that Borrower will not be personally liable
to the extent that Borrower lacks the legal right to direct the disbursement of such sums because
of a bankruptcy, receivership or similar judicial proceeding, or with respect to Rents of a
Mortgaged Property that are distributed in any Calendar Quarter if Borrower has paid all operating
expenses and Debt
Service Amounts for the preceding Calendar Quarter). For purposes of this subsection (a), the term
“Rents” shall have the meaning given to such term in the Security Instrument.


Master Credit Facility Agreement

Camden 2008




 


56









 





(a) Full Recourse. Borrower shall be personally liable to Lender for the payment and
performance of all Obligations upon the occurrence of any of the following Events of Default:
Borrower acquisition of any property or operation of any business not permitted by Section 33 of
any Security Instrument; or a Transfer that is an Event of Default under Section 21 of any
Security Instrument; or a Bankruptcy Event.



As used in this Subsection, the term “Bankruptcy Event” means any one or more of the following
events:




	 	(A)	 	Any Borrower (i) commences a voluntary case (or, if applicable, a joint case)
under any chapter of the Bankruptcy Code or otherwise or consents to or fails to
contest in a timely and appropriate manner any petition filed against it in an
involuntary case under any chapter of the Bankruptcy Code or otherwise, (ii) institutes
(by petition, application, answer, consent or otherwise) any other bankruptcy,
insolvency, reorganization, arrangement, readjustment of debt, dissolution, liquidation
or similar proceeding relating to it under the laws of any jurisdiction, (iii) makes a
general assignment for the benefit of creditors, (iv) applies for, consents to or
acquiesces in the appointment of any receiver, liquidator, custodian, sequestrator,
trustee or similar officer for it or for all or any substantial part of the Mortgaged
Properties or (v) admits in writing its inability to pay its debts generally as they
mature.

	 
	 	(B)	 	Any Targeted Entity files an involuntary petition against any Borrower under
any chapter of the Bankruptcy Code or under any other bankruptcy, insolvency,
reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar
proceeding relating to Borrower under the laws of any jurisdiction.

	 
	 	(C)	 	Both (1) an involuntary petition under any chapter of the Bankruptcy Code is
filed against any Borrower, or any Borrower directly or indirectly becomes the subject
of any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt,
dissolution, liquidation or similar proceeding relating to it under the laws of any
jurisdiction, or in equity, and (ii) any Targeted Entity has acted in concert or
conspired with such creditors of Borrower (other than Fannie Mae or Lender) to cause
the filing thereof.






(b) Miscellaneous. To the extent that Borrower has personal liability under this
Section, or Guarantor has liability under the Guaranty, such liability shall be joint and several
and Lender may exercise its rights against Borrower or Guarantor 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 the
Loan Documents or Applicable Law. For purposes of this Article, the term
“Mortgaged Property” shall not include any funds that have been applied by Borrower
as required or permitted by the Loan Documents prior to the occurrence of an Event of Default, or
are owned by Borrower or Guarantor and which Borrower was unable to apply as required or permitted
by the Loan Documents because of a bankruptcy, receivership, or similar judicial proceeding.


Master Credit Facility Agreement

Camden 2008




 


57









 





Section 14.02. Additional Borrowers. 



If the owner of an Additional Mortgaged Property or a Substitute Mortgaged Property is an
Additional Borrower, the owner of such Additional Mortgaged Property or Substitute Mortgaged
Property, as the case may be, must demonstrate to the satisfaction of Lender that:



(i) the Additional Borrower is a Single-Purpose entity; and



(ii) the Additional Borrower is directly or indirectly wholly-owned by either Guarantor.



In addition, on the Closing Date of the addition of an Additional Mortgaged Property or a
Substitute Mortgaged Property, the owner of such Additional Mortgaged Property or such Substitute
Mortgaged Property, as the case may be, if such owner is an Additional Borrower, shall become a
party to the Contribution Agreement in a manner satisfactory to Lender, shall deliver a Certificate
of Borrower Parties in form and substance satisfactory to Lender, and execute and deliver, along
with the other Borrowers, Variable Facility Notes and/or Fixed Facility Notes. Any Additional
Borrower of an Additional Mortgaged Property or a Substitute Mortgaged Property which becomes added
to the Collateral Pool shall be a Borrower for purposes of this Agreement and shall execute and
deliver to Lender an amendment adding such Additional Borrower as a party to this Agreement and
revising the Exhibits hereto, as applicable, to reflect the Additional Mortgaged Property or
Substitute Mortgaged Property and Additional Borrower, in each case satisfactory to Lender.



Upon the release of a Mortgaged Property, the Borrower that owns such Release Mortgaged
Property shall automatically without further action be released from its obligations under this
Agreement and the other Loan Documents except for any liabilities or obligations of such Borrower
which arose prior to the Closing Date of such release.



Section 14.03. Borrower Agency Provisions.



(a) In the event an Additional Borrower becomes a party to this Agreement, each Borrower shall
irrevocably designate the Borrower Agent to be its agent and in such capacity to receive on behalf
of the Borrower all proceeds, receive all notices on behalf of Borrower under this Agreement, make
all requests under this Agreement, and execute, deliver and receive all instruments, certificates,
requests, documents, writings and further assurances now or hereafter required hereunder, on behalf
of such Borrower, and hereby authorizes the Lender to pay over all loan proceeds hereunder in
accordance with the request of the Borrower
Agent. Each Borrower hereby acknowledges that all notices required to be delivered by Lender
to any Borrower shall be delivered to the Borrower Agent and thereby shall be deemed to have been
received by such Borrower.


Master Credit Facility Agreement

Camden 2008




 


58









 





(b) The handling of this credit facility as a co-borrowing facility with a Borrower Agent in
the manner set forth in this Agreement is solely as an accommodation to each of Borrower and
Guarantor and is at their mutual request. Lender shall not incur liability to Borrower or
Guarantor as a result thereof. To induce Lender to do so and in consideration thereof, each
Borrower hereby indemnifies the Lender and holds Lender harmless from and against any and all
liabilities, expenses, losses, damages and claims of damage or injury asserted against Lender by
any Person arising from or incurred by reason of the Borrower Agent handling of the financing
arrangements of Borrower as provided herein, reliance by Lender on any request or instruction from
Borrower Agent or any other action taken by the Lender with respect to this Section 14.03 except
due to willful misconduct or gross negligence of the indemnified party.



Section 14.04. Joint and Several Obligation; Cross-Guaranty.



Notwithstanding anything contained in this Agreement or the other Loan Documents to the
contrary (but subject to the last sentence of this Section 14.04 and the provisions of Section
14.11), each Borrower shall have joint and several liability for all Obligations. Notwithstanding
the intent of all of the parties to this Agreement that all Obligations of each Borrower under this
Agreement and the other Loan Documents shall be joint and several Obligations of each Borrower,
each Borrower, on a joint and several basis, hereby irrevocably guarantees to Lender and its
successors and assigns, the full and prompt payment (whether at stated maturity, by acceleration or
otherwise) and performance of, all Obligations owed or hereafter owing to Lender by each other
Borrower. Each Borrower agrees that its guaranty obligation hereunder is an unconditional guaranty
of payment and performance and not merely a guaranty of collection. The Obligations of each
Borrower under this Agreement shall not be subject to any counterclaim, set-off, recoupment,
deduction, cross-claim or defense based upon any claim any Borrower may have against Lender or any
other Borrower; provided, however, that upon the release of a Mortgaged Property, the Borrower
which owns such Release Mortgaged Property shall automatically without further action be released
from its obligations under this Agreement for the Obligations, except for any liabilities or
obligations of such Borrower which arose prior to the Closing Date of such release.


Master Credit Facility Agreement

Camden 2008




 


59









 





Section 14.05. Waivers With Respect to Other Borrower Secured Obligation.



To the extent that a Security Instrument or any other Loan Document executed by one Borrower
secures an Obligation of another Borrower (the “Other Borrower Secured Obligation”), and/or
to the extent that a Borrower has guaranteed the debt of another Borrower pursuant to Article 14,
Borrower who executed such Loan Document and/or guaranteed such debt (the “Waiving
Borrower”) hereby agrees as follows:



(a) The Waiving Borrower hereby waives any right it may now or hereafter have to require the
beneficiary, assignee or other secured party under such Loan Document, as a condition to the
exercise of any remedy or other right against it thereunder or under any other Loan Document
executed by the Waiving Borrower in connection with the Other Borrower Secured Obligation: (i) to
proceed against the other Borrower or any other person, or against any other collateral assigned to
Lender by either Borrower or any other person; (ii) to pursue any other right or remedy in Lender’s
power; (iii) to give notice of the time, place or terms of any public or private sale of real or
personal property collateral assigned to Lender by the other Borrower or any other person (other
than the Waiving Borrower), or otherwise to comply with Section 9615 of the California Commercial
Code (as modified or recodified from time to time) with respect to any such personal property
collateral located in the State of California; or (iv) to make or give (except as otherwise
expressly provided in the Security Documents) any presentment, demand, protest, notice of dishonor,
notice of protest or other demand or notice of any kind in connection with the Other Borrower
Secured Obligation or any collateral (other than the Collateral described in such Security
Document) for the Other Borrower Secured Obligation.



(b) The Waiving Borrower hereby waives any defense it may now or hereafter have that relates
to: (i) any disability or other defense of the other Borrower or any other person; (ii) the
cessation, from any cause other than full performance, of the Other Borrower Secured Obligation;
(iii) the application of the proceeds of the Other Borrower Secured Obligation, by the other
Borrower or any other person, for purposes other than the purposes represented to the Waiving
Borrower by the other Borrower or otherwise intended or understood by the Waiving Borrower or the
other Borrower; (iv) any act or omission by Lender which directly or indirectly results in or
contributes to the release of the other Borrower or any other person or any collateral for any
Other Borrower Secured Obligation; (v) the unenforceability or invalidity of any Security Document
or Loan Document (other than the Security Instrument executed by the Waiving Borrower that secures
the Other Borrower Secured Obligation) or guaranty with respect to any Other Borrower Secured
Obligation, or the lack of perfection or continuing perfection or lack of priority of any Lien
(other than the Lien of such Security Instrument) which secures any Other Borrower Secured
Obligation; (vi) any failure of Lender to marshal assets in favor of the Waiving Borrower or any
other person; (vii) any modification of any Other Borrower Secured Obligation, including any
renewal, extension, acceleration or increase in interest rate; (viii) any and all rights and
defenses arising out of an election of remedies by Lender, even though that election of remedies,
such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has
destroyed the Waiving Borrower’s rights of subrogation and reimbursement against the principal by
the operation of Section 580d of the California Code of Civil Procedure or otherwise; (ix) any law
which provides that the obligation of a surety or guarantor must neither be larger in amount nor in
other respects more burdensome than that of the principal or which reduces a surety’s or
guarantor’s obligation in proportion to the principal obligation; (x) any failure of Lender to file
or enforce a claim in any bankruptcy or other proceeding with respect to any person; (xi) the
election by Lender, in any bankruptcy proceeding of any person, of the application or
non-application of Section 1111(b)(2) of the Bankruptcy Code; (xii) any extension of credit or the
grant of any lien under Section 364 of the Bankruptcy Code;


Master Credit Facility Agreement

Camden 2008



 


60









 






(xiii) any use of cash collateral under Section 363 of the Bankruptcy Code; or (xiv) any agreement or
stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of
any person. The Waiving Borrower further waives any and all rights and defenses that it may have
because the Other Borrower Secured Obligation is secured by real property; this means, among other
things, that: (A) Lender may collect from the Waiving Borrower without first foreclosing on any
real or personal property collateral pledged by the other Borrower; (B) if Lender forecloses on any
real property collateral pledged by the other Borrower, then (1) the amount of the Other Borrower
Secured Obligation may be reduced only by the price for which that collateral is sold at the
foreclosure sale, even if the collateral is worth more than the sale price, and (2) Lender may
foreclose on the real property encumbered by the Security Instrument executed by the Waiving
Borrower and securing the Other Borrower Secured Obligation even if Lender, by foreclosing on the
real property collateral of the Other Borrower, has destroyed any right the Waiving Borrower may
have to collect from the Other Borrower. Subject to the last sentence of Section 14.04, the
foregoing sentence is an unconditional and irrevocable waiver of any rights and defenses the
Waiving Borrower may have because the Other Borrower Secured Obligation is secured by real
property. These rights and defenses being waived by the Waiving Borrower include, but are not
limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California
Code of Civil Procedure. Without limiting the generality of the foregoing or any other provision
hereof, the Waiving Borrower further expressly waives, except as provided in Section 14.05(g)
below, to the extent permitted by law any and all rights and defenses that might otherwise be
available to it under California Civil Code Sections 2787 to 2855, inclusive, 2899 and 3433, or
under California Code of Civil Procedure Sections 580a, 580b, 580d and 726, or any of such
sections.



(c) The Waiving Borrower hereby waives any and all benefits and defenses under California
Civil Code Section 2810 and agrees that by doing so the Security Instrument executed by the Waiving
Borrower and securing the Other Borrower Secured Obligation shall be and remain in full force and
effect even if the other Borrower had no liability at the time of incurring the Other Borrower
Secured Obligation, or thereafter ceases to be liable. The Waiving Borrower hereby waives any and
all benefits and defenses under California Civil Code Section 2809 and agrees that by doing so the
Waiving Borrower’s liability may be larger in amount and more burdensome than that of the other
Borrower. The Waiving Borrower hereby waives the benefit of all principles or provisions of law
that are or might be in conflict with the terms of any of its waivers, and agrees that the Waiving
Borrower’s waivers shall not be affected by any circumstances that might otherwise constitute a
legal or equitable discharge of a surety or a guarantor. The Waiving Borrower hereby waives the
benefits of any right of discharge and all other rights under any and all statutes or other laws
relating to guarantors or sureties, to the fullest extent permitted by law, diligence in collecting
the Other Borrower Secured Obligation, presentment, demand for payment, protest, all notices with
respect to the Other Borrower Secured Obligation that may be required by statute, rule of law or
otherwise to preserve Lender’s rights against the Waiving Borrower hereunder, including notice of
acceptance, notice of any amendment of the Loan Documents evidencing the Other Borrower Secured
Obligation, notice of the occurrence of any default or Event of Default, notice of intent to
accelerate, notice of
acceleration, notice of dishonor, notice of foreclosure, notice of protest, notice of the
incurring by the other Borrower of any obligation or indebtedness and all rights to require Lender
to (i) proceed against the other Borrower, (ii) proceed against any general partner of the other
Borrower, (iii) proceed against or exhaust any collateral held by Lender to secure the Other
Borrower Secured Obligation, or (iv) if the other Borrower is a partnership, pursue any other
remedy it may have against the other Borrower, or any general partner of the other Borrower,
including any and all benefits under California Civil Code Sections 2845, 2849 and 2850.


Master Credit Facility Agreement

Camden 2008




 


61









 





(d) The Waiving Borrower understands that the exercise by Lender of certain rights and
remedies contained in a Security Instrument executed by the Other Borrower (such as a nonjudicial
foreclosure sale) may affect or eliminate the Waiving Borrower’s right of subrogation against the
Other Borrower and that the Waiving Borrower may therefore incur a partially or totally
nonreimburseable liability. Nevertheless, the Waiving Borrower hereby authorizes and empowers
Lender to exercise, in its sole and absolute discretion, any right or remedy, or any combination
thereof, that may then be available, since it is the intent and purpose of the Waiving Borrower
that its waivers shall be absolute, independent and unconditional under any and all circumstances.



(e) In accordance with Section 2856 of the California Civil Code, the Waiving Borrower also
waives any right or defense based upon an election of remedies by Lender, even though such election
(e.g., nonjudicial foreclosure with respect to any collateral held by Lender to secure repayment of
the Other Borrower Secured Obligation) destroys or otherwise impairs the subrogation rights of the
Waiving Borrower to any right to proceed against the other Borrower for reimbursement, or both, by
operation of Section 580d of the California Code of Civil Procedure or otherwise.



(f) Subject to the last sentence of Section 14.04, in accordance with Section 2856 of the
California Civil Code, the Waiving Borrower waives any and all other rights and defenses available
to the Waiving Borrower by reason of Sections 2787 through 2855, inclusive, of the California Civil
Code, including any and all rights or defenses the Waiving Borrower may have by reason of
protection afforded to the other Borrower with respect to the Other Borrower Secured Obligation
pursuant to the antideficiency or other laws of the State of California limiting or discharging the
Other Borrower Secured Obligation, including Sections 580a, 580b, 580d, and 726 of the California
Code of Civil Procedure.



(g) In accordance with Section 2856 of the California Civil Code and pursuant to any other
Applicable Law, the Waiving Borrower agrees to withhold the exercise of any and all subrogation,
contribution and reimbursement rights against Borrower, against any other person, and against any
collateral or security for the Other Borrower Secured Obligation, including any such rights
pursuant to Sections 2847 and 2848 of the California Civil Code, until the Other Borrower Secured
Obligation has been indefeasibly paid and satisfied in full, all obligations owed to Lender under
the Loan Documents have been fully performed, and Lender
has released, transferred or disposed of all of its right, title and interest in such
collateral or security.


Master Credit Facility Agreement

Camden 2008




 


62









 





(h) Each Borrower hereby irrevocably and unconditionally agrees that, notwithstanding Section
14.05(g) hereof, in the event, and to the extent, that its agreement and waiver set forth in
Section 14.05(g) is found by a court of competent jurisdiction to be void or voidable for any
reason and such Borrower has any subrogation or other rights against any other Borrower, any such
claims, direct or indirect, that such Borrower may have by subrogation rights or other form of
reimbursement, contribution or indemnity, against any other Borrower or to any security or any such
Borrower, shall be, and such rights, claims and indebtedness are hereby, deferred, postponed and
fully subordinated in time and right of payment to the prior payment, performance and satisfaction
in full of the Obligations. Until payment and performance in full with interest (including
post-petition interest in any case under any chapter of the Bankruptcy Code) of the Obligations,
each Borrower agrees not to accept any payment or satisfaction of any kind of Indebtedness of any
other Borrower in respect of any such subrogation rights arising by virtue of payments made
pursuant to this Article 14, and hereby assigns such rights or indebtedness to Lender, including
(i) the right to file proofs of claim and to vote thereon in connection with any case under any
chapter of the Bankruptcy Code and (ii) the right to vote on any plan of reorganization. In the
event that any payment on account of any such subrogation rights shall be received by any Borrower
in violation of the foregoing, such payment shall be held in trust for the benefit of Lender, and
any amount so collected should be turned over to Lender for application to the Obligations.



(i) At any time without notice to the Waiving Borrower, and without affecting or prejudicing
the right of Lender to proceed against the Collateral described in any Loan Document executed by
the Waiving Borrower and securing the Other Borrower Secured Obligation, (i) the time for payment
of the principal of or interest on, or the performance of, the Other Borrower Secured Obligation
may be extended or the Other Borrower Secured Obligation may be renewed in whole or in part; (ii)
the time for the other Borrower’s performance of or compliance with any covenant or agreement
contained in the Loan Documents evidencing the Other Borrower Secured Obligation, whether presently
existing or hereinafter entered into, may be extended or such performance or compliance may be
waived; (iii) the maturity of the Other Borrower Secured Obligation may be accelerated as provided
in the related Note or any other related Loan Document; (iv) the related Note or any other related
Loan Document may be modified or amended by Lender and the Other Borrower in any respect, including
an increase in the principal amount; and (v) any security for the Other Borrower Secured Obligation
may be modified, exchanged, surrendered or otherwise dealt with or additional security may be
pledged or mortgaged for the Other Borrower Secured Obligation.



(j) It is agreed among each Borrower and Lender that all of the foregoing waivers are of the
essence of the transaction contemplated by this Agreement and the Loan Documents and that but for
the provisions of this Article 14 and such waivers Lender would decline to enter into this
Agreement.


Master Credit Facility Agreement

Camden 2008




 


63









 





Section 14.06. No Impairment.



Each Borrower agrees that the provisions of this Article 14 are for the benefit of Lender and
their successors, transferees, endorsees and assigns, and nothing herein contained shall impair, as
between any other Borrower and Lender, the obligations of such other Borrower under the Loan
Documents.



Section 14.07. Election of Remedies.



(a) Lender, in its discretion, may (a) bring suit against any one or more Borrowers, jointly
and severally, without any requirement that Lender first proceed against any other Borrower or any
other Person; (b) compromise or settle with any one or more Borrowers, or any other Person, for
such consideration as Lender may deem proper; (c) release one or more Borrowers, or any other
Person, from liability; and (d) otherwise deal with any Borrower and any other Person, or any one
or more of them, in any manner, or resort to any of the Collateral at any time held by it for
performance of the Obligations or any other source or means of obtaining payment of the
Obligations, and no such action shall impair the rights of Lender to collect from any Borrower any
amount guaranteed by any Borrower under this Article 14.



(b) If, in the exercise of any of its rights and remedies, Lender shall forfeit any of its
rights or remedies, including its rights to enter a deficiency judgment against any Borrower or any
other Person, whether because of any Applicable Law pertaining to “election of remedies” or the
like, each Borrower hereby consents to such action by Lender and waives any claim based upon such
action, even if such action by Lender shall result in a full or partial loss of any rights of
subrogation that each Borrower might otherwise have had but for such action by Lender. Any
election of remedies that results in the denial or impairment of the right of Lender to seek a
deficiency judgment against any Borrower shall not impair any other Borrower’s obligation to pay
the full amount of the Obligations. In the event Lender shall bid at any foreclosure or trustee’s
sale or at any private sale permitted by law or any of the Loan Documents, Lender may bid all or
less than the amount of the Obligations and the amount of such bid need not be paid by Lender but
shall be credited against the Obligations. The amount of the successful bid at any such sale,
whether Lender or any other party is the successful bidder, shall be conclusively deemed to be fair
market value of the Collateral and the difference between such bid amount and the remaining balance
of the Obligations shall be conclusively deemed to be amount of the Obligations guaranteed under
this Article 14, notwithstanding that any present or future law or court decision or ruling may
have the effect of reducing the amount of any deficiency claim to which Lender might otherwise be
entitled but for such bidding at any such sale.


Master Credit Facility Agreement

Camden 2008




 


64









 





Section 14.08. Subordination of Other Obligations. 



(a) Each Borrower hereby irrevocably and unconditionally agrees that all amounts payable from
time to time to such Borrower by any other Borrower pursuant to any agreement, whether secured or
unsecured, whether of principal, interest or otherwise, other than the amounts referred to in this
Article 14 (collectively, the “Subordinated Obligations”), shall be and such rights, claims
and indebtedness are, hereby deferred, postponed and fully subordinated in time and right of
payment to the prior payment, performance and satisfaction in full of the Obligations; provided,
however, that payments may be received by any Borrower in accordance with, and only in accordance
with, the provisions of Section 14.08(b) hereof.



(b) Until the Obligations under all the Loan Documents have been finally paid in full or fully
performed and all the Loan Documents have been terminated, each Borrower irrevocably and
unconditionally agrees it will not ask, demand, sue for, take or receive, directly or indirectly,
by set-off, redemption, purchase or in any other manner whatsoever, any payment with respect to, or
any security or guaranty for, the whole or any part of the Subordinated Obligations, and in issuing
documents, instruments or agreements of any kind evidencing the Subordinated Obligations, each
Borrower hereby agrees that it will not receive any payment of any kind on account of the
Subordinated Obligations, so long as any of the Obligations under all the Loan Documents are
outstanding or any of the terms and conditions of any of the Loan Documents are in effect;
provided, however, that, notwithstanding anything to the contrary contained herein, if no Potential
Event of Default or Event of Default has occurred and is continuing under any of the Loan
Documents, then payments may be received by such Borrower in respect of the Subordinated
Obligations in accordance with the stated terms thereof. Except as aforesaid, each Borrower agrees
not to accept any payment or satisfaction of any kind of indebtedness of any other Borrower in
respect of the Subordinated Obligations and hereby assigns such rights or indebtedness to Fannie
Mae, including the right to file proofs of claim and to vote thereon in connection with any case
under any chapter of the Bankruptcy Code, including the right to vote on any plan of
reorganization. In the event that any payment on account of Subordinated Obligations shall be
received by any Borrower in violation of the foregoing, such payment shall be held in trust for the
benefit of Lender, and any amount so collected shall be turned over to Lender upon demand.


Master Credit Facility Agreement

Camden 2008




 


65









 





Section 14.09. Insolvency and Liability of Other Borrower. 



So long as any of the Obligations are outstanding, if a petition under any chapter of the
Bankruptcy Code is filed by or against any Borrower (the “Subject Borrower”), each other
Borrower (each, an “Other Borrower”) agrees to file all claims against the Subject Borrower
in any bankruptcy or other proceeding in which the filing of claims is required by law in
connection with indebtedness owed by the Subject Borrower and to assign to Lender all rights
thereunder up to the amount of such indebtedness. In all such cases, the Person or Persons
authorized to pay such claims shall pay to Lender the full amount thereof and Lender agrees to pay
such Other Borrower any amounts received in excess of the amount necessary to pay the Obligations.
Each
Other Borrower hereby assigns to Lender all of such Other Borrower’s rights to all such
payments to which such Other Borrower would otherwise be entitled but not to exceed the full amount
of the Obligations. In the event that, notwithstanding the foregoing, any such payment shall be
received by any Other Borrower before the Obligations shall have been finally paid in full, such
payment shall be held in trust for the benefit of and shall be paid over to Lender upon demand.
Furthermore, notwithstanding the foregoing, the liability of each Borrower hereunder shall in no
way be affected by:



(a) the release or discharge of any other Borrower in any creditors’, receivership, bankruptcy
or other proceedings; or



(b) the impairment, limitation or modification of the liability of any other Borrower or the
estate of any other Borrower in bankruptcy resulting from the operation of any present or future
provisions of any chapter of the Bankruptcy Code or other statute or from the decision in any
court.



Section 14.10. Preferences, Fraudulent Conveyances, Etc.



If Lender is required to refund, or voluntarily refunds, any payment received from any
Borrower because such payment is or may be avoided, invalidated, declared fraudulent, set aside or
determined to be void or voidable as a preference, fraudulent conveyance, impermissible setoff or a
diversion of trust funds under the bankruptcy laws or for any similar reason, including without
limitation any judgment, order or decree of any court or administrative body having jurisdiction
over any Borrower or any of its property, or upon or as a result of the appointment of a receiver,
intervenor, custodian or conservator of, or trustee or similar officer for, any Borrower or any
substantial part of its property, or otherwise, or any statement or compromise of any claim
effected by Lender with any Borrower or any other claimant (a “Rescinded Payment”), then
each other Borrower’s liability to Lender shall continue in full force and effect, or each other
Borrower’s liability to Lender shall be reinstated and renewed, as the case may be, with the same
effect and to the same extent as if the Rescinded Payment had not been received by Lender,
notwithstanding the cancellation or termination of any of the Loan Documents, and regardless of
whether Lender contested the order requiring the return of such payment. In addition, each other
Borrower shall pay, or reimburse Lender for, all expenses (including all reasonable attorneys’
fees, court costs and related disbursements) incurred by Lender in the defense of any claim that a
payment received by Lender in respect of all or any part of the Obligations must be refunded. The
provisions of this Section 14.10 shall survive the termination of the Loan Documents and any
satisfaction and discharge of any Borrower by virtue of any payment, court order or any federal or
state law.


Master Credit Facility Agreement

Camden 2008




 


66









 





Section 14.11. Maximum Liability of Each Borrower. 



Notwithstanding anything contained in this Agreement or any other Loan Document to the
contrary, if the obligations of any Borrower under this Agreement or any of the other Loan
Documents or any Security Instruments granted by any Borrower are determined to exceed the
reasonably equivalent value received by such Borrower in exchange for such obligations or
grant of such Security Instruments under any Fraudulent Transfer Law (as hereinafter defined), then
the liability of such Borrower shall be limited to a maximum aggregate amount equal to the largest
amount that would not render its obligations under this Agreement or all the other Loan Documents
subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the
United States Code or any applicable provisions of comparable state law (collectively, the
“Fraudulent Transfer Laws”), in each case after giving effect to all other liabilities of
such Borrower, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws
(specifically excluding, however, any liabilities of such Borrower in respect of Indebtedness to
any other Borrower or any other Person that is an Affiliate of the other Borrower to the extent
that such Indebtedness would be discharged in an amount equal to the amount paid by such Borrower
in respect of the Obligations) and after giving effect (as assets) to the value (as determined
under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation,
reimbursement, indemnification or contribution of such Borrower pursuant to Applicable Law or
pursuant to the terms of any agreement including the Contribution Agreement.



Section 14.12. Liability Cumulative; References to California Law. 



The liability of each Borrower under this Article 14 is in addition to and shall be cumulative
with all liabilities of such Borrower to Lender under this Agreement and all the other Loan
Documents to which such Borrower is a party or in respect of any Obligations of any other Borrower.



All references in Article 14 to California law are only applicable if any Mortgaged Property
is located in California.



ARTICLE 15

MISCELLANEOUS PROVISIONS




Section 15.01. Counterparts.



To facilitate execution, this Agreement may be executed in any number of counterparts. It
shall not be necessary that the signatures of, or on behalf of, each party, or that the signatures
of all persons required to bind any party, appear on each counterpart, but it shall be sufficient
that the signature of, or on behalf of, each party, appear on one (1) or more counterparts. All
counterparts shall collectively constitute a single agreement. It shall not be necessary in making
proof of this Agreement to produce or account for more than the number of counterparts containing
the respective signatures of, or on behalf of, all of the parties hereto.



Section 15.02. Amendments, Changes and Modifications. 



This Agreement may be amended, changed, modified, altered or terminated only by written
instrument or written instruments signed by all of the parties hereto.


Master Credit Facility Agreement

Camden 2008




 


67









 





Section 15.03. Payment of Costs, Fees and Expenses. 



In addition to the payments required by Section 10.05 of this Agreement, Borrower
shall pay, on demand, all reasonable third party out-of-pocket fees, costs, charges or expenses
(including the fees and expenses of attorneys, accountants and other experts) incurred by Lender in
connection with:



(a) Any amendment, consent or waiver to this Agreement or any of the Loan Documents (whether
or not any such amendments, consents or waivers are entered into).



(b) Defending or participating in any litigation arising from actions by third parties and
brought against or involving Lender with respect to any Mortgaged Property, any event, act,
condition or circumstance in connection with any Mortgaged Property or the relationship between
Lender and Borrower and Guarantor in connection with this Agreement or any of the transactions
contemplated by this Agreement.



(c) The administration or enforcement of, or preservation of rights or remedies under, this
Agreement or any other Loan Documents or in connection with the foreclosure upon, sale of or other
disposition of any Collateral granted pursuant to the Loan Documents.



(d) Any disclosure documents, including the reasonable fees and expenses of Lender’s attorneys
and accountants.



Borrower shall also pay, on demand, any transfer taxes, documentary taxes, assessments or charges
made by any governmental authority by reason of the execution, delivery, filing, recordation,
performance or enforcement of any of the Loan Documents or the Advances. However, Borrower will
not be obligated to pay any franchise, excise, estate, inheritance, income, excess profits or
similar tax on Lender. Any attorneys’ fees and expenses payable by Borrower pursuant to this
Section shall be recoverable separately from and in addition to any other amount included in such
judgment, and such obligation is intended to be severable from the other provisions of this
Agreement and to survive and not be merged into any such judgment. Any amounts payable by Borrower
pursuant to this Section, with interest thereon if not paid when due, shall become additional
indebtedness of Borrower secured by the Loan Documents. Such amounts shall bear interest from the
date such amounts are due until paid in full at the weighted average, as determined by Lender, of
the interest rates in effect from time to time for each Advance unless collection from Borrower of
interest at such rate would be contrary to Applicable Law, in which event such amounts shall bear
interest at the highest rate which may be collected from Borrower under Applicable Law. The
provisions of this Section are cumulative with, and do not exclude the application and benefit to
Lender of, any provision of any other Loan Document relating to any of the matters covered by this
Section.


Master Credit Facility Agreement

Camden 2008



 


68









 





Section 15.04. Payment Procedure. 



All payments to be made to Lender pursuant to this Agreement or any of the Loan Documents
shall be made in lawful currency of the United States of America and in immediately available funds
by wire transfer to an account designated by Lender before 1:00 p.m. (Eastern Standard Time) on the
date when due.



Section 15.05. Payments on Business Days. 



In any case in which the date of payment to Lender or the expiration of any time period
hereunder occurs on a day which is not a Business Day, then such payment or expiration of such time
period need not occur on such date but may be made on the next succeeding Business Day with the
same force and effect as if made on the day of maturity or expiration of such period, except that
interest shall continue to accrue for the period after such date to the next Business Day.



Section 15.06. Choice of Law; Consent to Jurisdiction; Waiver of Jury Trial.



NOTWITHSTANDING ANYTHING IN THE NOTES, THE SECURITY DOCUMENTS OR ANY OF THE OTHER LOAN
DOCUMENTS TO THE CONTRARY, EACH OF THE TERMS AND PROVISIONS, AND RIGHTS AND OBLIGATIONS OF BORROWER
UNDER THIS AGREEMENT AND THE NOTES, GUARANTOR UNDER THE GUARANTY, AND BORROWER AND GUARANTOR UNDER
THE OTHER LOAN DOCUMENTS, SHALL BE GOVERNED BY, INTERPRETED, CONSTRUED AND ENFORCED PURSUANT TO AND
IN ACCORDANCE WITH THE LAWS OF THE DISTRICT OF COLUMBIA (EXCLUDING THE LAW APPLICABLE TO CONFLICTS
OR CHOICE OF LAW) EXCEPT TO THE EXTENT OF PROCEDURAL AND SUBSTANTIVE MATTERS RELATING ONLY TO THE
CREATION, PERFECTION AND FORECLOSURE OF LIENS AND SECURITY INTERESTS, AND ENFORCEMENT OF THE RIGHTS
AND REMEDIES, AGAINST THE MORTGAGED PROPERTIES, WHICH MATTERS SHALL BE GOVERNED BY THE LAWS OF THE
JURISDICTION IN WHICH THE MORTGAGED PROPERTY IS LOCATED, THE PERFECTION, THE EFFECT OF PERFECTION
AND NON-PERFECTION AND FORECLOSURE OF SECURITY INTERESTS ON PERSONAL PROPERTY, WHICH MATTERS SHALL
BE GOVERNED BY THE LAWS OF THE JURISDICTION DETERMINED BY THE CHOICE OF LAW PROVISIONS OF THE
UNIFORM COMMERCIAL CODE IN EFFECT FOR THE JURISDICTION IN WHICH THE BORROWERS’ ARE ORGANIZED.
BORROWER AND GUARANTOR AGREE THAT ANY CONTROVERSY ARISING UNDER OR IN RELATION TO THE NOTES, THE
SECURITY DOCUMENTS (OTHER THAN THE SECURITY INSTRUMENTS) OR ANY OTHER LOAN DOCUMENT SHALL BE,
EXCEPT AS OTHERWISE PROVIDED HEREIN, LITIGATED IN THE DISTRICT OF COLUMBIA. THE LOCAL AND FEDERAL
COURTS AND AUTHORITIES WITH JURISDICTION IN THE DISTRICT OF COLUMBIA SHALL, EXCEPT AS OTHERWISE
PROVIDED HEREIN, HAVE JURISDICTION OVER ALL CONTROVERSIES WHICH


Master Credit Facility Agreement

Camden 2008



 


69









 






MAY ARISE UNDER OR IN RELATION TO
THE LOAN DOCUMENTS, INCLUDING THOSE CONTROVERSIES RELATING TO THE EXECUTION, JURISDICTION, BREACH,
ENFORCEMENT OR COMPLIANCE WITH THE NOTES, THE SECURITY DOCUMENTS (OTHER THAN THE SECURITY
INSTRUMENTS) OR ANY OTHER ISSUE ARISING UNDER, RELATING TO, OR IN CONNECTION WITH ANY OF THE LOAN
DOCUMENTS. EACH OF BORROWER AND GUARANTOR IRREVOCABLY CONSENTS TO SERVICE, JURISDICTION, AND VENUE
OF SUCH COURTS FOR ANY LITIGATION ARISING FROM THE NOTES, THE SECURITY DOCUMENTS OR ANY OF THE
OTHER LOAN DOCUMENTS, AND WAIVES ANY OTHER VENUE TO WHICH IT MIGHT BE ENTITLED BY VIRTUE OF
DOMICILE, HABITUAL RESIDENCE OR OTHERWISE. NOTHING CONTAINED HEREIN, HOWEVER, SHALL PREVENT LENDER
FROM BRINGING ANY SUIT, ACTION OR PROCEEDING OR EXERCISING ANY RIGHTS AGAINST EITHER OR ALL OF
BORROWER AND GUARANTOR AND AGAINST THE COLLATERAL IN ANY OTHER JURISDICTION. INITIATING SUCH SUIT,
ACTION OR PROCEEDING OR TAKING SUCH ACTION IN ANY OTHER JURISDICTION SHALL IN NO EVENT CONSTITUTE A
WAIVER OF THE AGREEMENT CONTAINED HEREIN THAT THE LAWS OF THE DISTRICT OF COLUMBIA SHALL GOVERN THE
RIGHTS AND OBLIGATIONS OF EACH OF BORROWER AND GUARANTOR AND LENDER AS PROVIDED HEREIN OR THE
SUBMISSION HEREIN BY EACH OF BORROWER AND GUARANTOR TO PERSONAL JURISDICTION WITHIN THE DISTRICT OF
COLUMBIA. BORROWER AND GUARANTOR (I) COVENANT AND AGREE NOT TO ELECT A TRIAL BY JURY WITH RESPECT
TO ANY ISSUE ARISING UNDER ANY OF THE LOAN DOCUMENTS TRIABLE BY A JURY AND (II) WAIVE ANY RIGHT TO
TRIAL BY JURY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST. THIS WAIVER IS
INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A JURY
TRIAL WOULD OTHERWISE ACCRUE. FURTHER, EACH OF BORROWER AND GUARANTOR HEREBY CERTIFIES THAT NO
REPRESENTATIVE OR AGENT OF LENDER (INCLUDING, BUT NOT LIMITED TO, LENDER’S COUNSEL) HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, TO BORROWER AND/OR GUARANTOR THAT LENDER WILL NOT SEEK TO
ENFORCE THE PROVISIONS OF THIS SECTION. THE FOREGOING PROVISIONS WERE KNOWINGLY, WILLINGLY AND
VOLUNTARILY AGREED TO BY BORROWER AND GUARANTOR UPON CONSULTATION WITH INDEPENDENT LEGAL COUNSEL
SELECTED BY BORROWER’S AND GUARANTOR’S FREE WILL.



Section 15.07. Severability. 



In the event any provision of this Agreement or in any other Loan Document shall be held
invalid, illegal or unenforceable in any jurisdiction, such provision will be severable from the
remainder hereof as to such jurisdiction and the validity, legality and enforceability of the
remaining provisions will not in any way be affected or impaired in any jurisdiction.


Master Credit Facility Agreement

Camden 2008




 


70









 





Section 15.08. Notices.



(a) Manner of Giving Notice. Each notice, direction, certificate or other
communication hereunder (in this Section referred to collectively as “notices” and singly
as a “notice”) which any party is required or permitted to give to the other party pursuant
to this Agreement shall be in writing and shall be deemed to have been duly and sufficiently given
if:



(i) personally delivered with proof of delivery thereof (any notice so delivered shall be
deemed to have been received at the time so delivered);



(ii) sent by Federal Express (or other similar reputable overnight courier) designating
morning delivery (any notice so delivered shall be deemed to have been received on the Business Day
it is delivered by the courier);



(iii) sent by telecopier or facsimile machine which automatically generates a transmission
report that states the date and time of the transmission, the length of the document transmitted,
and the telephone number of the recipient’s telecopier or facsimile machine (to be confirmed with a
copy thereof sent in accordance with paragraphs (i) or (ii) above within two Business Days) (any
notice so delivered shall be deemed to have been received on the date of transmission, if so
transmitted before 5:00 p.m. (local time of the recipient) on a Business Day, or on the next
Business Day, if so transmitted on or after 5:00 p.m. (local time of the recipient) on a Business
Day or if transmitted on a day other than a Business Day);



	 
	addressed to the parties as follows:







	 	 	 
	As to Borrower:

	 	CSP Community Owner, LLC

CPT Community Owner, LLC

c/o Camden Property Trust

Three Greenway Plaza, Suite 1300

Houston, Texas 77046

Attention: Alex Jessett

Telecopy: (713) 354-2710
	 
	 	 
	with a copy to:

	 	Camden Property Trust

Three Greenway Plaza, Suite 1300

Houston, Texas 77046

Attention: J. Robert Fisher

Telecopy: (713) 354-2710
	 
	 	 
	As to Lender:

	 	Red Mortgage Capital, Inc.

Two Miranova Place, 12th Floor

Columbus, Ohio 43215

Attention: Servicing Manager

Telecopy: (614) 857-1620





Master Credit Facility Agreement

Camden 2008



 


71









 





	 	 	 
	with a copy to Servicer:

	 	Red Mortgage Capital, Inc.

Two Miranova Place, 12th Floor

Columbus, Ohio 43215


Attention: Director, Loan Servicing and Asset
Management

Telecopy: (614) 857-1610
	 
	 	 
	with a copy to:

	 	Arent Fox LLP

1675 Broadway

New York, New York 10019

Attention: David L. Dubrow, Esq.

Telecopy: (212) 484-3990

	 
	 	 
	As to Fannie Mae:

	 	Fannie Mae

3900 Wisconsin Avenue, N.W.

Washington, D.C. 20016-2899

Attention: Vice President for
Multifamily Asset Management

Telecopy No.: (301) 280-2064
	 
	 	 
	with a copy to Servicer:

	 	Red Mortgage Capital, Inc.

Two Miranova Place, 12th Floor

Columbus, Ohio 43215


Attention: Director, Loan Servicing and Asset
Management

Telecopy: (614) 857-1610

	 
	 	 
	with a copy to:

	 	Arent Fox LLP

1675 Broadway

New York, NY 10019

Attention: David L. Dubrow, Esq.

Telecopy No.: (212) 484-3990






(b) Change of Notice Address. Any party may, by notice given pursuant to this
Section, change the person or persons and/or address or addresses, or designate an additional
person or persons or an additional address or addresses, for its notices, but notice of a change of
address shall only be effective upon receipt. Each party agrees that it shall not refuse or reject
delivery of any notice given hereunder, that it shall acknowledge, in writing, receipt of the same
upon request by the other party and that any notice rejected or refused by it shall be deemed for
all purposes of this Agreement 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, the
courier service or facsimile.


Master Credit Facility Agreement

Camden 2008




 


72









 





Section 15.09. Further Assurances and Corrective Instruments.



(a) Further Assurances. To the extent permitted by law, the parties hereto agree that
they shall, from time to time, execute, acknowledge and deliver, or cause to be executed,
acknowledged and delivered, such supplements hereto and such further instruments as Lender or
Borrower may reasonably request and as may be required in the opinion of Lender or its counsel to
effectuate the intention of or facilitate the performance of this Agreement or any Loan Document.



(b) Further Documentation. Without limiting the generality of subsection (a), in the
event any further documentation or information is required by Lender to correct patent mistakes in
the Loan Documents, materials relating to the Title Insurance Policies or the funding of the
Advances, Borrower shall provide, or cause to be provided to Lender, at Borrower’s cost and
expense, such documentation or information. Borrower shall execute and deliver to Lender such
documentation, including but not limited to any amendments, corrections, deletions or additions to
the Notes, the Security Instruments or the other Loan Documents as is reasonably required by
Lender.



(c) Compliance with Investor Requirements. Without limiting the generality of
subsection (a), Borrower shall comply with the reasonable requirements of Lender to enable Lender
to sell the DMBS backed by an Advance.



Section 15.10. Term of this Agreement. 



This Agreement shall continue in effect until the Termination Date.



Section 15.11. Assignments; Third-Party Rights. 



No Borrower shall assign this Agreement, or delegate any of its obligations hereunder, without
the prior written consent of Lender. Lender may assign its rights and/or obligations under this
Agreement separately or together, without Borrower’s consent, but may not delegate its obligations
under this Agreement unless it first receives Fannie Mae’s written approval. Lender shall first
assign its rights and/or obligations under this Agreement separately or together, without
Borrower’s consent, to Fannie Mae. Upon assignment to Fannie Mae, Fannie Mae shall be permitted to
further assign its rights and/or obligations under this Agreement subject to Section 9.08 of this
Agreement.




Master Credit Facility Agreement

Camden 2008




 


73









 





Section 15.12. Headings.



Article and Section headings used herein are for convenience of reference only, are not part
of this Agreement and are not to affect the construction of, or to be taken into consideration in
interpreting, this Agreement.



Section 15.13. General Interpretive Principles. 



For purposes of this Agreement, except as otherwise expressly provided or unless the context
otherwise requires, the terms defined in Appendix I and elsewhere in this Agreement have the
meanings assigned to them in this Agreement and include the plural as well as the singular, and the
use of any gender herein shall be deemed to include the other genders; accounting terms not
otherwise defined herein have the meanings assigned to them in accordance with GAAP; references
herein to “Articles,” “Sections,” “subsections,” “paragraphs” and other subdivisions without
reference to a document are to designated Articles, Sections, subsections, paragraphs and other
subdivisions of this Agreement; a reference to a subsection without further reference to a Section
is a reference to such subsection as contained in the same Section in which the reference appears,
and this rule shall also apply to paragraphs and other subdivisions; a reference to an Exhibit or
a Schedule without a further reference to the document to which the Exhibit or Schedule is attached
is a reference to an Exhibit or Schedule to this Agreement; the words “herein,” “hereof,”
“hereunder” and other words of similar import refer to this Agreement as a whole and not to any
particular provision; and the word “including” means “including, but not limited to.”



Section 15.14. Interpretation. 



The parties hereto acknowledge that each party and their respective counsel have participated
in the drafting and revision of this Agreement and the Loan Documents. Accordingly, the parties
agree that any rule of construction that disfavors the drafting party shall not apply in the
interpretation of this Agreement and the Loan Documents or any amendment or supplement or exhibit
hereto or thereto.



Section 15.15. Standards for Decisions, Etc. 



Unless otherwise provided herein, if Lender’s approval is required for any matter hereunder,
such approval may be granted or withheld in Lender’s sole and absolute discretion. Unless
otherwise provided herein, if Lender’s designation, determination, selection, estimate, action or
decision is required, permitted or contemplated hereunder, such designation, determination,
selection, estimate, action or decision shall be made in Lender’s sole and absolute discretion.


Master Credit Facility Agreement

Camden 2008




 


74









 





Section 15.16. Decisions in Writing.



Any approval, designation, determination, selection, action or decision of Lender or Borrower
must be in writing to be effective.



Section 15.17. Requests.



	 
	Borrower may submit up to a total of four (4) Requests per Calendar Year.

	 
	Section 15.18. Conflicts Between Agreements.







Any terms and conditions contained in this Agreement that may also be contained in another
Loan Document are not, to the extent reasonably practicable, to be construed to be in conflict with
each other but rather is construed as duplicative, confirming, additional, or cumulative
provisions. To the extent that, in the interpretation of this Agreement, any ultimate conflict
between the terms and conditions of this Agreement and those set forth in another Loan Document is
determined to exist, the terms and conditions of this Agreement are to control.



(Signatures appear on following pages)




Master Credit Facility Agreement

Camden 2008



 


75









 







IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
first above written.



	 	 	 	 	 
	 	BORROWER:



CSP COMMUNITY OWNER, LLC, a Delaware limited liability company

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CPT COMMUNITY OWNER, LLC, a Delaware limited liability
company

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



[Signatures continue on following page.]



Master Credit Facility Agreement

Camden 2008




 


S-1









 







	 	 	 	 	 
	 	GUARANTORS:



CAMDEN PROPERTY TRUST, a Texas real estate investment trust

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CAMDEN SUMMIT PARTNERSHIP, L.P., a Delaware limited
partnership

 	 
	 	By: 	Camden Summit, Inc.,
a Delaware corporation, its general partner 	 



	 	 	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



[Signatures continue on following page.]



Master Credit Facility Agreement

Camden 2008




 


S-2









 







	 	 	 	 	 
	 	LENDER:



RED MORTGAGE CAPITAL, INC., an Ohio corporation

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 


Master Credit Facility Agreement
Definitions

Camden 2008




 


S-3









 





APPENDIX I




DEFINITIONS




For all purposes of the Agreement, the following terms shall have the respective meanings set forth
below:



“Acquiring Person” means a “person” or “group of persons” within the meaning of
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended.



“Addition Fee” means, with respect to an Additional Mortgaged Property added to the
Collateral Pool in accordance with Section 3.02, a fee in the amount which
[*].



“Addition Loan Documents” means the Security Instrument covering an Additional
Mortgaged Property and any other documents, instruments or certificates reasonably required by
Lender in form and substance satisfactory to Lender and Borrower in connection with the addition of
the Additional Mortgaged Property to the Collateral Pool pursuant to Article 3.



“Addition Request” means a written request, substantially in the form of Exhibit
M to the Agreement, to add Additional Mortgaged Properties to the Collateral Pool as set forth
in Section 3.02(a).



“Additional Borrower” means the owner of an Additional Mortgaged Property or a
Substitute Mortgaged Property, which entity has been approved by Lender and becomes a Borrower
under the Agreement and the applicable Loan Documents and their permitted successors and assigns.



“Additional Collateral” shall have the meaning given that term in Section 6.13.



“Additional Collateral Due Diligence Fees” means the due diligence fees paid by
Borrower to Lender with respect to each Additional Mortgaged Property, as set forth in Section
10.04(b).



“Additional Mortgaged Property” means each Multifamily Residential Property owned by
Borrower (either in fee simple or as tenant under a ground lease meeting all of Lender’s
requirements for similar loans anticipated to be sold to Fannie Mae) and added to the
Collateral Pool after the Initial Closing Date pursuant to Article 3.



 






	 	 	 
	*	 	Indicates material that has been omitted and for which
confidential treatment has been requested. All such omitted material has been
filed with the Securities and Exchange Commission pursuant to Rule 406
promulgated under the Securities Act of 1933, as amended.



Master Credit Facility Agreement
Definitions

Camden 2008




 


Appendix I-1









 









“Advance” means a Variable Advance (including a Rollover Variable Advance) and/or a
Fixed Advance.



“Advance Request” means a written request, substantially in the form of Exhibit L
to the Agreement, for an Advance made pursuant to Section 2.04.



“Affiliate” means, as applied to any Person, any other Person directly or indirectly
controlling, controlled by, or under common control with, that Person. For the purposes of this
definition, “control” (including with correlative meanings, the terms “controlling,” “controlled
by” and “under common control with”), as applied to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management (other than property
management) and policies of that Person, whether through the ownership of voting securities,
partnership interests or by contract or otherwise.



“Aggregate Debt Service Coverage Ratio” means, for any specified date, the ratio
(expressed as a percentage) of —




	 	(a)	 	the aggregate of the Net Operating Income for the Mortgaged Properties






to





	 	(b)	 	the Facility Debt Service on the specified date.






“Aggregate Loan to Value Ratio” means, for any specified date, the ratio (expressed as
a percentage) of —




	 	(a)	 	the Advances Outstanding on the specified date,






to





	 	(b)	 	the aggregate of the Valuations most recently obtained prior to the specified
date for all of the Mortgaged Properties.






“Agreement” means this Master Credit Facility Agreement, as it may be amended,
restated, supplemented or otherwise modified from time to time, including all Recitals and Exhibits
to the Agreement, each of which is hereby incorporated into the Agreement by this reference.



“Allocable Facility Amount” means the portion of the Credit Facility allocated to a
particular Mortgaged Property by Lender in accordance with the Agreement.




Master Credit Facility Agreement
Definitions

Camden 2008



 


Appendix I-2









 





“Amortization Period” means a period of thirty (30) years.



“Applicable Law” means (a) all applicable provisions of all constitutions, statutes,
rules, regulations and orders of all governmental bodies, all Governmental Approvals and all
orders, judgments and decrees of all courts and arbitrators, (b) all zoning, building,
environmental and other laws, ordinances, rules, regulations and restrictions of any Governmental
Authority affecting the ownership, management, use, operation, maintenance or repair of any
Mortgaged Property, including the Americans with Disabilities Act (if applicable), the Fair Housing
Amendment Act of 1988 and Hazardous Materials Laws (as defined in the Security Instrument), (c) any
building permits or any conditions, easements, rights-of-way, covenants, restrictions of record or
any recorded or unrecorded agreement affecting or concerning any Mortgaged Property including
planned development permits, condominium declarations, and reciprocal easement and regulatory
agreements with any Governmental Authority, (d) all laws, ordinances, rules and regulations,
whether in the form of rent control, rent stabilization or otherwise, that limit or impose
conditions on the amount of rent that may be collected from the units of any Mortgaged Property,
and (e) requirements of insurance companies or similar organizations, affecting the operation or
use of any Mortgaged Property or the consummation of the transactions to be effected by the
Agreement or any of the other Loan Documents.



“Appraisal” means an appraisal of Multifamily Residential Property conforming to the
requirements of Lender for similar loans anticipated to be sold to Fannie Mae and accepted by
Lender.



“Appraised Value” means the value set forth in an Appraisal.



“Assignment and Subordination of Management Agreement” means the Master Assignment and
Subordination of Management Agreement required by Lender and satisfying Lender’s requirements, as
the same may be amended, restated, modified or supplemented from time to time.



“Assignment of Leases and Rents” means an Assignment of Leases and Rents, required by
Lender and satisfying Lender’s requirements, as the same may be amended, restated, modified or
supplemented from time to time.



“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy” as
now and hereafter in effect, or any successor statute.



“Bankruptcy Event” shall have the meaning set forth in Section 14.01(b).



“Borrower” means individually and collectively, the Initial Borrower and any
Additional Borrower becoming a party to the Agreement and other Loan Documents.


Master Credit Facility Agreement
Definitions

Camden 2008




 


Appendix I-3









 





“Borrower Agent” means Camden.



“Borrower Parties” means collectively, Borrower and Guarantor.



“Borrow Up Fee” means, with respect to a Future Advance, made pursuant to Section
2.06, a fee in the amount which is [*].



“Business Day” means a day on which Fannie Mae and Servicer is open for business.



“Calendar Quarter” means, with respect to any year, any of the following three month
periods: (a) January-February-March; (b) April-May-June; (c) July-August-September; and (d)
October-November-December.



“Calendar Year” means the 12-month period from the first day of January to and
including the last day of December, and each 12-month period thereafter.



“Camden” means Camden Property Trust, a Texas Real Estate Investment Trust organized
under the laws of the State of Texas, and its permitted successors and assigns.



“Camden General Partner” means Camden Summit, Inc., the general partner of Camden
Summit.



“Camden Member” means CSP Community Owner Member, LLC, a Delaware limited liability
company.



“Camden Summit” means Camden Summit Partnership, L.P., a Delaware limited partnership.



“Cap Rate” means, for each Mortgaged Property, a capitalization rate selected by
Lender for use in determining the Valuations, which rate is determined as set forth in Section
2.05(b).



“Cash Collateral Account” means the cash collateral account established pursuant to
the Cash Collateral Agreement.



“Cash Collateral Agreement” means a cash collateral, security and custody agreement by
and among Fannie Mae, Borrower and a collateral agent for Fannie Mae in the form attached as



 






	 	 	 
	*	 	Indicates material that has been omitted and for which
confidential treatment has been requested. All such omitted material has been
filed with the Securities and Exchange Commission pursuant to Rule 406
promulgated under the Securities Act of 1933, as amended.



Master Credit Facility Agreement
Definitions

Camden 2008




 


Appendix I-4









 









Exhibit U to the Agreement, as the same may be amended, modified or supplemented from
time to time.



“Cash Equivalents” means




(a) securities issued or fully guaranteed or insured by the United States Government or
any agency thereof and backed by the full faith and credit of the United States having
maturities of not more than twelve (12) months from the date of acquisition; and




(b) certificates of deposit, time deposits, demand deposits, eurodollar time deposits,
repurchase agreements, reverse repurchase agreements, or bankers’ acceptances, having in
each case a term of not more than twelve (12) months, issued by any commercial bank having
membership in the FDIC, or by any U.S. commercial lender (or any branch or agency of a
non-U.S. bank licensed to conduct business in the U.S.) having combined capital and surplus
of not less than $100,000,000 whose short-term securities are rated at least A-1 by S&P or
P-1 by Moody’s; and




(c) commercial paper of an issuer rated at least A-1 by S&P or P-1 by Moody’s and in
either case having a term of not more than twelve (12) months; and



(d) the amount of available balances under any line of credit.



“Cash Interest Rate” means a rate of interest, per annum, established by Fannie Mae
for cash loans of similar characteristics then offered by Fannie Mae.



“Certificate of Borrower Parties” means that certain Master Certificate of Borrower
Parties executed by the Borrower Parties as of the date hereof, and which must be executed and
delivered by the Borrower Parties to Lender from time to time in accordance with the terms of this
Agreement, the form of which certificate shall be the same or substantially similar to which the
Borrower Parties execute as of the date hereof.



“Change of Control” means the earliest to occur of: (a) the date an Acquiring Person
becomes (by acquisition, consolidation, merger or otherwise), directly or indirectly, the
beneficial owner of more than 50% of the total Voting Equity Capital of Camden then outstanding or
(b) the replacement (other than solely by reason of retirement at age sixty-two or older, death or
disability) of more than 50% (or such lesser percentage as is required for decision-making by the
board of directors or trustees, if applicable) of the members of the board of directors (or
trustees, if applicable) of Camden over a one-year period where such replacement shall not have
been approved by a vote of at least a majority of the board of directors (or trustees, if
applicable) of Camden then still in office who either were members of such board of directors (or
trustees, if applicable) at the beginning of such one-year period or whose election as members
of the board of directors (or trustees, if applicable) was previously so approved or (c)
Camden ceases to Control Camden General Partner or (d) Camden General Partner ceases to Control
Camden Summit or (e) Camden Summit ceases to Control CSP Community Owner Member LLC or (f) CSP
Community Owner Member LLC ceases to Control Borrower (other than Texas Borrower) or (g) Camden
ceases to Control Texas Member or (h) Texas Member ceases to Control Texas Borrower.


Master Credit Facility Agreement
Definitions

Camden 2008



 


Appendix I-5









 





“Closing Date” means the Initial Closing Date and each date after the Initial Closing
Date on which the funding or other transaction requested in a Request is required to take place.



“Collateral” means the Mortgaged Properties and other collateral from time to time or
at any time encumbered by the Security Instruments, or any other property securing Borrower’s
obligations under the Loan Documents.



“Collateral Pool” means all of the Collateral.



“Commitment” means, at any time, the sum of the Fixed Facility Commitment and the
Variable Facility Commitment.



“Complete Fixed Facility Termination” shall have the meaning set forth in Section
5.02(a).



“Complete Variable Facility Termination” shall have the meaning set forth in
Section 5.02(a).



“Compliance Certificate” means a certificate of Borrower substantially in the form of
Exhibit F to the Agreement.



“Completion/Repair and Security Agreement” means a Master Completion/Repair and
Security Agreement required by Lender and satisfying Lender’s requirements, as the same may be
amended, restated, modified or supplemented from time to time.



“Confirmation of Guaranty” means a confirmation of the Guaranty executed by Guarantor
in connection with any Request after the Initial Closing, substantially in the form of Exhibit
E to the Agreement.



“Confirmation of Obligations” means a Confirmation of Obligations delivered in
connection with the addition of an Additional Mortgaged Property or a Substitute Mortgaged Property
to the Collateral Pool or a release of a Release Mortgaged Property from the Collateral Pool, dated
as of the Closing Date for each such addition, signed by Borrower and Guarantor, pursuant to which
Borrower and Guarantor confirm their obligations under the Loan Documents, substantially in the
form of Exhibit N to the Agreement.


Master Credit Facility Agreement
Definitions

Camden 2008




 


Appendix I-6









 





“Contribution Agreement” means the Contribution Agreement by and among Initial
Borrower and each Additional Borrower, as the same may be amended, restated, modified or
supplemented from time to time.



“Controlled” (or any variation of such term) of one entity (the “controlled entity”)
by another (the “controlling entity”) means that the controlling entity has the power and
authority, directly or indirectly, to direct or cause the direction of the management and policies
of the controlled entity, by contract or otherwise.



“Controlled Group” means all members of a controlled group of corporations and all
trades or businesses (whether or not incorporated) under common control which, together with the
Borrower, are treated as a single employer under Section 414 of the Internal Revenue Code.



“Conversion Amendment” means the Master Credit Facility Agreement Conversion
Amendment, substantially in the form of Exhibit I to the Agreement, reflecting the
conversion of all or any portion of the Variable Facility Commitment to the Fixed Facility
Commitment as set forth in Section 1.08.



“Conversion Documents” means the Conversion Amendment, together with an amendment to
each Security Document if required by Lender and other applicable Loan Documents, in form and
substance satisfactory to Lender, reflecting the change in the Fixed Facility Commitment and the
Variable Facility Commitment pursuant to Section 1.08.



“Conversion Request” means a written request, substantially in the form of Exhibit
H to the Agreement, to convert all or any portion of the Variable Facility Commitment to the
Fixed Facility Commitment pursuant to Section 1.08.



“Coupon Rate” means, with respect to a Variable Advance, the imputed interest rate
determined by Lender pursuant to Section 1.05(a) and, with respect to a Fixed Advance, the
interest rate determined by Lender pursuant to Section 1.05(b).



“Coverage and LTV Tests” mean, for any specified date, each of the following financial
tests:



(a) The Aggregate Debt Service Coverage Ratio is not less than 1.55:1.0 with respect to the
portion of the Advances drawn from the Fixed Facility Commitment, and 1.30:1.0 with respect to the
portion of the outstanding Advances drawn from the Variable Facility Commitment.



(b) The Aggregate Loan to Value Ratio does not exceed fifty-five percent (55%).



“Credit Facility” means the Fixed Facility and the Variable Facility.


Master Credit Facility Agreement
Definitions

Camden 2008




 


Appendix I-7









 





“Credit Facility Termination Documents” means the instruments releasing the Security
Instruments as liens on the Mortgaged Properties, UCC-3 Termination Statements terminating the
UCC-1 Financing Statements in favor of Lender, and such other documents and instruments necessary
to evidence the release of the Collateral from any lien securing the Obligations, and the Notes,
all in connection with the termination of the Agreement and the Credit Facility pursuant to
Article 5.



“Credit Facility Termination Request” means a written request, substantially in the
form of Exhibit R to the Agreement, to terminate the Agreement and the Credit Facility
pursuant to Section 5.04(a).



“Debt Service Amounts” shall have the meaning set forth in Section 14.01(a).



“Debt Service Coverage Ratio” means, for any Mortgaged Property, for any specified
date, the ratio (expressed as a percentage) of —



(a) the Net Operating Income for the preceding twelve (12) month period for the subject
Mortgaged Property



to




(b) the Facility Debt Service on the specified date, assuming, for the purpose of
calculating the Facility Debt Service for this definition, that Advances Outstanding shall
be the Allocable Facility Amount for the subject Mortgaged Property.



“Discount” means, with respect to any Variable Advance, an amount equal to the excess
of —



(i) the face amount of the DMBS backed by the Variable Advance, over



(ii) the Price of the DMBS backed by the Variable Advance.



“DMBS” means a mortgage-backed security issued by Fannie Mae which is “backed” by an
Advance and has an interest in the Notes and the Collateral Pool securing the Notes, which interest
permits the holder of the DMBS to participate in the Notes and the Collateral Pool to the extent of
such Advance.



“DMBS Commitment” shall have the meaning set forth in Section 2.01(c).



“DMBS Imputed Interest Rate” shall have the meaning set forth in Section
1.05(a).



“DMBS Issue Date” means the date on which an DMBS is issued by Fannie Mae.

Master Credit Facility Agreement
Definitions

Camden 2008


 


Appendix I-8









 





“DMBS Delivery Date” means the date on which an DMBS is delivered by Fannie Mae.



“DUS Guide” means the Fannie Mae Delegated Underwriting and Servicing Guide in its
present form and as amended, modified, supplemented or reissued from time to time (all references
to Parts, Chapters, Sections and other subdivisions of the DUS Guide shall be deemed references to
(i) the Parts, Chapters, Sections and other subdivisions in effect on the date of the Agreement and
(ii) any successor provisions to such Parts, Chapters, Sections and other subdivisions.



“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from
time to time, and the regulations promulgated thereunder.



“Event of Default” means any event defined to be an “Event of Default” under
Article 11.



“Expansion” means an increase in the Commitment made in accordance with Article
4.



“Expansion Loan Documents” means an additional Variable Facility Note or Fixed
Facility Note, as the case may be, increasing the amount of such Note to the amount of the
Commitment, as increased in accordance with Article 4 and amendments to the Security
Instruments, increasing the maximum amount to be secured by such Security Instruments to the amount
of the Commitment.



“Expansion Request” means a written request, substantially in the form of Exhibit
O to the Agreement, to obtain an Expansion pursuant to Article 4.



“Facility Debt Service” means —




	 	(a)	 	For use in determining the Initial Commitment Amount, the sum of the amount of
interest and principal amortization that would be payable during the twelve (12) month
period immediately succeeding the Initial Closing Date, with respect to the full amount
of the initial Commitment, except that, for these purposes:







	 	(i)	 	the initial amount of the Variable Facility Commitment shall be
deemed to require level monthly payments of principal and interest (at an
interest rate equal to (A) the Three-Month LIBOR rate plus (B) the Variable
Facility Fee plus (C) up to 300 basis points in Lender’s discretion plus (D)
any Monthly Cap Escrow Payment for the succeeding twelve (12) month period) in
an amount necessary to fully amortize the original principal amount of the
Variable Facility Commitment over the Amortization Period, with such
amortization deemed to commence on the first day of the twelve (12) month
period; and



Master Credit Facility Agreement
Definitions

Camden 2008





 


Appendix I-9









 





	 	(ii)	 	the initial amount of the Fixed Facility Commitment shall be
deemed to require level monthly payments of principal and interest (at the Cash
Interest Rate for the Fixed Advance) in an amount necessary to fully amortize
the original principal amount of the Fixed Facility Commitment over the
Amortization Period, with such amortization to commence on the first day of the
twelve (12) month period.







The interest rates described in this clause (a) are hereinafter referred to as the
“Underwriting Rates.”




	 	(b)	 	For use in determining the additional borrowing capacity created by the
addition of Additional Mortgaged Properties, the sum of the amount of interest and
principal amortization, during the twelve (12) month period immediately succeeding the
specified date, with respect to the Advances Outstanding on the specified date and
Advances to be obtained as a result of the Addition of Additional Mortgaged Properties,
except that, for these purposes:







	 	(A)	 	each Variable Advance Outstanding shall be
deemed to require level monthly payments of principal and interest (at
a rate equal to (A) the Three-Month LIBOR rate plus (B) the Variable
Facility Fee plus (C) up to 300 basis points in Lender’s discretion
plus (D) any Monthly Cap Escrow Payment for the succeeding twelve (12)
month period) in an amount necessary to fully amortize the original
principal amount of the Variable Advance over the Amortization Period,
with such amortization deemed to commence on the first day of the
twelve (12) month period; and

	 
	 	(B)	 	each Fixed Advance Outstanding shall require
level monthly payments of principal and interest (at the Cash Interest
Rate for the Fixed Advance) in an amount necessary to fully amortize
the original principal amount of the Fixed Advance over the
Amortization Period, with such amortization to commence on the first
day of the twelve (12) month period; and

	 
	 	(C)	 	each Fixed Advance to be obtained shall be
deemed to require level monthly payments of principal and interest at a
rate equal to the estimated Cash Interest Rate for such Fixed Advance
in an amount necessary to fully amortize the original principal amount
of such Fixed Advance over the Amortization Period, with such
amortization deemed to commence on the first day of the twelve (12)
month period.



Master Credit Facility Agreement
Definitions

Camden 2008





 


Appendix I-10









 











	 	(c)	 	For use in determining the Aggregate Debt Service Coverage Ratio, for purposes
of determining compliance with the Coverage and LTV Tests, and for other ongoing
monitoring purposes, and for purposes of determining Release Prices pursuant to
Section 3.04(c) as of any specified date:







the amount of interest and principal amortization, during the twelve (12) month
period immediately succeeding the specified date, with respect to the Advances
Outstanding on the specified date, except that, for these purposes:




	 	(A)	 	each Variable Advance shall be deemed to
require level monthly payments of principal and interest (at the Coupon
Rate for such Variable Advance) in an amount necessary to fully
amortize the original principal amount of the Variable Advance over the
Amortization Period, with such amortization deemed to commence on the
first day of the twelve (12) month period; and

	 
	 	(B)	 	each Fixed Advance shall require level monthly
payments of principal and interest (at the Cash Interest Rate for such
Fixed Advance) in an amount necessary to fully amortize the original
principal amount of the Fixed Advance over the Amortization Period,
with such amortization to commence on the first day of the twelve (12)
month period.






“Facility Termination Document” means the Amendment of the Master Credit Facility
Agreement, substantially in the form of Exhibit Q to the Agreement, evidencing the
permanent reduction in the Facility Commitment pursuant to Section 5.02.



“Facility Termination Request” means a written request, substantially in the form of
Exhibit P to the Agreement, for a permanent reduction in the Variable Facility Commitment
or the Fixed Facility Commitment pursuant to Section 5.02.



“Fannie Mae” means the body corporate duly organized under the Federal National
Mortgage Association Charter Act, as amended, 12 U.S.C. §1716 et seq. and duly
organized and existing under the laws of the United States.



“Fees” means Addition Fee, Additional Collateral Due Diligence Fees, Borrow Up Fee,
Initial Due Diligence Fees, Initial Origination Fee, Release Fee, Substitution Fee, Variable
Facility Fee, LOC Fee and any and all other fees specified in the Agreement.



“First Anniversary” means the date that is one year after the Initial Closing Date.

Master Credit Facility Agreement
Definitions

Camden 2008




 


Appendix I-11









 





“Fixed Advance” means a loan made by Lender to Borrower under the Fixed Facility
Commitment.



“Fixed Facility” means the agreement of Lender to make Fixed Advances to Borrower
pursuant to Section 1.01.



“Fixed Facility Availability Period” means the period beginning on the Initial Closing
Date and ending on the date five (5) years after the Initial Closing Date.



“Fixed Facility Commitment” means $205,000,000 plus such amount as Borrower may elect
to add to or convert to the Fixed Facility Commitment in accordance with Section 1.08 and
Article 4 and less such amount by which Borrower may elect to reduce the Fixed Facility
Commitment in accordance with Article 5.



“Fixed Facility Note” means a promissory note (together will all schedules, riders,
allonges, addenda, renewals, extensions, amendments and modifications thereto) which will be issued
by Borrower to Lender, concurrently with the funding of each Fixed Advance, to evidence Borrower’s
obligation to repay the Fixed Advance, and which promissory note will be the same or substantially
similar in form to the promissory note issued by Borrower to Lender in connection with the Fixed
Advance made on the Initial Closing Date.



“Future Advance” means an Advance made after the Initial Closing Date.



“GAAP” means generally accepted accounting principles in the United States in effect
from time to time, consistently applied or any other principles required under Applicable Law.



“General Conditions” shall have the meaning set forth in Article 6.



“Governmental Approval” means an authorization, permit, consent, approval, license,
registration or exemption from registration or filing with, or report to, any Governmental
Authority.



“Governmental Authority” means any court, board, agency, commission, office or
authority of any nature whatsoever for any governmental unit (federal, state, county, district,
municipal, city or otherwise) whether now or hereafter in existence.



“Gross Revenues” means, for any specified period, with respect to any Multifamily
Residential Property, all income in respect of such Multifamily Residential Property as reflected
on the certified operating statement for such specified period as adjusted to exclude unusual
income (e.g. temporary or nonrecurring income), income not allowed by Lender for similar loans
anticipated to be sold to Fannie Mae (e.g. interest income, furniture income, etc.), and the value
of any unreflected concessions.


Master Credit Facility Agreement
Definitions

Camden 2008




 


Appendix I-12









 





“Guarantor” means Camden and Camden Summit (except that Camden Summit shall not be a
guarantor for any guaranteed obligations arising in connection with the Mortgaged Property known as
Camden Greenway or Camden Oak Crest) or a substitute Guarantor consented to by Lender.



“Guaranty” means each Guaranty executed by Guarantor as of the date hereof, as the
same may be amended, restated, modified or supplemented from time to time.



“Hazardous Substance Activity” means, with respect to any Mortgaged Property, any
storage, holding, existence, release, spill, leaking, pumping, pouring, injection, escaping,
deposit, disposal, dispersal, leaching, migration, use, treatment, emission, discharge, generation,
processing, abatement, removal, disposition, handling or transportation of any Hazardous Materials
(as defined in the Security Instrument) from, under, into or on such Mortgaged Property in
violation of Hazardous Materials Laws (as defined in the Security Instrument), including the
discharge of any Hazardous Materials emanating from such Mortgaged Property in violation of
Hazardous Materials Laws through the air, soil, surface water, groundwater or property and also
including the abandonment or disposal of any barrels, containers and other receptacles containing
any Hazardous Materials from or on such Mortgaged Property in violation of Hazardous Materials
Laws, in each case whether sudden or nonsudden, accidental or nonaccidental.



“Hedging Arrangement” means any interest rate swap, interest rate cap or other
arrangement, contractual or otherwise, which has the effect of an interest rate swap or interest
rate cap or which otherwise (directly or indirectly, derivatively or synthetically) hedges interest
rate risk associated with being a debtor of variable rate debt or any agreement or other
arrangement to enter into any of the above on a future date or after the occurrence of one or more
events in the future.



“Impositions” means, with respect to any Mortgaged Property, all (1) water and sewer
charges which, if not paid, may result in a lien on all or any part of the Mortgaged Property, (2)
premiums for fire and other hazard insurance, rent loss insurance and such other insurance as
Lender may require under any Security Instrument, (3) Taxes, and (4) amounts for other charges and
expenses which Lender at any time reasonably deems necessary to protect the Mortgaged Property, to
prevent the imposition of liens on the Mortgaged Property, or otherwise to protect Lender’s
interests.



“Indebtedness” means, with respect to any Person, as of any specified date, without
duplication, all:



(a) indebtedness of such Person for borrowed money or for the deferred purchase price of
property or services (other than (i) current trade liabilities incurred in the ordinary course of
business and payable in accordance with customary practices, and (ii) for construction of
improvements to property, if such person has a non-contingent contract to purchase such
property);

Master Credit Facility Agreement
Definitions

Camden 2008




 


Appendix I-13









 





(b) other indebtedness of such Person that is evidenced by a note, bond, debenture or similar
instrument;



(c) obligations of such Person under any lease of property, real or personal, the obligations
of the lessee in respect of which are required by GAAP to be capitalized on a balance sheet of the
lessee or to be otherwise disclosed as such in a note to such balance sheet;



(d) obligations of such Person in respect of acceptances (as defined in Article 3 of the
Uniform Commercial Code of the District of Columbia) issued or created for the account of such
Person;



(e) liabilities secured by any Lien on any property owned by such Person even though such
Person has not assumed or otherwise become liable for the payment of such liabilities; and



(f) as to any Person (“guaranteeing person”), any obligation of (a) the guaranteeing
person or (b) another Person (including any bank under any letter of credit) to induce the creation
of a primary obligation (as defined below) with respect to which the guaranteeing person has issued
a reimbursement, counterindemnity or similar obligation, in either case guaranteeing, or in effect
guaranteeing, any indebtedness, lease, dividend or other obligation (“primary obligations”)
of any third person (“primary obligor”) in any manner, whether directly or indirectly,
including any obligation of the guaranteeing person, whether or not contingent, to (1) purchase any
such primary obligation or any property constituting direct or indirect security therefor, (2)
advance or supply funds for the purchase or payment of any such primary obligation or to maintain
working capital or equity capital of the primary obligor or otherwise to maintain the net worth or
solvency of the primary obligor, (3) purchase property, securities or services primarily for the
purpose of assuring the owner of any such primary obligation of the ability of the primary obligor
to make payment of such primary obligation, or (4) otherwise assure or hold harmless the owner of
any such primary obligation against loss in respect of the primary obligation, provided, however,
that the term “Contingent Obligation” shall not include endorsements of instruments for
deposit or collection in the ordinary course of business. The amount of any Contingent Obligation
of any guaranteeing person shall be deemed to be the lesser of (i) an amount equal to the stated or
determinable amount of the primary obligation in respect of which such Contingent Obligation is
made and (ii) the maximum amount for which such guaranteeing person may be liable pursuant to the
terms of the instrument embodying such Contingent Obligation, unless such primary obligation and
the maximum amount for which such guaranteeing person may be liable are not stated or determinable,
in which case the amount of such Contingent Obligation shall be such guaranteeing person’s
maximum reasonably anticipated liability in respect thereof as determined by such person in
good faith.

Master Credit Facility Agreement
Definitions

Camden 2008




 


Appendix I-14









 





“Initial Advance” means the Fixed Advance and/or Variable Advance made on the Initial
Closing Date in the aggregate amount of $380,000,000.



“Initial Borrower” means each Borrower under this Agreement as of the Initial Closing
Date and its permitted successors and assigns.



“Initial Closing Date” means the date of the Agreement.



“Initial Commitment Amount” means $380,000,000.



“Initial Due Diligence Fees” shall have the meaning set forth in Section
10.04(a).



“Initial Mortgaged Properties” means the Multifamily Residential Properties described
on Exhibit A to the Agreement and which represent the Multifamily Residential Properties
which are made part of the Collateral Pool on the Initial Closing Date.



“Initial Origination Fee” shall have the meaning set forth in Section
10.03(a).



“Initial Security Instruments” means the Security Instruments covering the Initial
Mortgaged Properties.



“Initial Valuation” means, when used with reference to specified Collateral, the
Valuation initially performed for the Collateral as of the date on which the Collateral was added
to the Collateral Pool. The Initial Valuation for each of the Initial Mortgaged Properties is as
set forth in Exhibit A to the Agreement.



“Interest Rate Cap” shall have the meaning set forth in Section 1.12.



“Interest Rate Cap Documents” means the Pledge, Interest Rate Cap Agreement and any
and all other documents required pursuant thereto or hereto or as Lender shall require from time to
time in connection with Borrower’s obligation to maintain an Interest Rate Cap for the term of the
Variable Facility Commitment.



“Insurance Policy” means, with respect to a Mortgaged Property, the insurance coverage
and insurance certificates evidencing such insurance required to be maintained pursuant to the
Security Instrument encumbering the Mortgaged Property.



“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended. Each
reference to the Internal Revenue Code shall be deemed to include (a) any successor internal
revenue law and (b) the applicable regulations whether final, temporary or proposed.

Master Credit Facility Agreement
Definitions

Camden 2008




 


Appendix I-15









 





“Lease” means any lease, any sublease or subsublease, license, concession or other
agreement (whether written or oral and whether now or hereafter in effect) pursuant to which any
Person is granted a possessory interest in, or right to use or occupy all or any portion of any
space in any Mortgaged Property, and every modification, amendment or other agreement relating to
such lease, sublease, subsublease or other agreement entered into in connection with such lease,
sublease, subsublease or other agreement, and every guarantee of the performance and observance of
the covenants, conditions and agreements to be performed and observed by the other party thereto.



“Lender” means Red Mortgage Capital, Inc., an Ohio corporation and any replacement
Lender designated by Fannie Mae, and its successors and assigns.



“Letter of Credit” means a letter of credit issued by an LOC Bank satisfactory to
Fannie Mae naming Fannie Mae as beneficiary, in form and substance as attached hereto as
Exhibit V-1 or Exhibit V-2, as applicable.



“Lien” means any mortgage, deed of trust, deed to secure debt, security interest or
other lien or encumbrance (including both consensual and non-consensual liens and encumbrances).



“Liquidity” means, at any time, the amount of cash and Cash Equivalents owned by a
Person.



“Loan Document Taxes” shall have the meaning set forth in Section 8.10.



“Loan Documents” means the Agreement, the Notes, the Security Documents, the Guaranty,
all documents executed by Borrower or Guarantor pursuant to the General Conditions set forth in
Section 6.01 of the Agreement and any other documents executed by Borrower or Guarantor
from time to time in connection with the Agreement or the transactions contemplated by the
Agreement.



“Loan to Value Ratio” means, for a Mortgaged Property, for any specified date, the
ratio (expressed as a percentage) of —



(a) the Allocable Facility Amount of the subject Mortgaged Property on the specified date,



to




(b) the Valuation most recently obtained prior to the specified date for the subject
Mortgaged Property.



“LOC Bank” means any financial institution issuing the Letter of Credit and meeting
the requirements set forth in Section 6.15(a).

Master Credit Facility Agreement
Definitions

Camden 2008




 


Appendix I-16









 





“Material Adverse Effect” means, with respect to any circumstance, act, condition or
event of whatever nature (including any adverse determination in any litigation, arbitration, or
governmental investigation or proceeding), whether singly or in conjunction with any other event or
events, act or acts, condition or conditions, or circumstance or circumstances, whether or not
related, a material adverse change in or a materially adverse effect upon any of (a) the business,
operations, property or condition (financial or otherwise) of Borrower or Guarantor, as applicable,
to the extent specifically referred to in the applicable provision of the applicable Loan Document,
(b) the present or future ability of Borrower to perform the Obligations for which it is liable, or
of Guarantor to perform its obligations under the Guaranty, as the case may be, to the extent
specifically referred to in the applicable provision of the applicable Loan Document, (c) the
validity, priority, perfection or enforceability of the Agreement or any other Loan Document or the
rights or remedies of Lender under any Loan Document, or (d) the value of, or Lender’s ability to
have recourse against, any Mortgaged Property.



“Maximum Annual Coupon Rate” shall have the meaning set forth in Section
2.01(b).



“Moody’s” means Moody’s Investors Service, Inc., a corporation organized and existing
under the laws of the State of Delaware, and its successors and assigns, if such successors and
assigns shall continue to perform the functions of a securities rating agency.



“Mortgaged Properties” means, collectively, the Additional Mortgaged Properties, the
Substitute Mortgaged Properties, and the Initial Mortgaged Properties, but excluding each Release
Mortgaged Property from and after the date of its release from the Collateral Pool.



“Multiemployer Plan” has the meaning set forth in Section 4001(a)(3) of ERISA.



“Multifamily Residential Property” means a residential property, located in the United
States, containing five or more dwelling units in which not more than twenty percent (20%) of the
net rentable area is or will be rented to non-residential tenants, and conforming to the
requirements of Chapter 2 of Part III of the DUS Guide (Property Requirements).



“Net Operating Income” means, for any specified period, with respect to any Mortgaged
Property, the aggregate net income during such period equal to Gross Revenues during such period
less the aggregate Operating Expenses during such period. If a Mortgaged Property is not owned by
a Borrower or an Affiliate of a Borrower for the entire specified period, the Net Operating Income
for the Mortgaged Property for the time within the specified period during which the Mortgaged
Property was owned by a Borrower or an Affiliate of a Borrower shall be the Mortgaged Property’s
pro forma net operating income determined by Lender in accordance with the underwriting procedures
set forth by Lender for similar loans anticipated to be sold to Fannie Mae.

Master Credit Facility Agreement
Definitions

Camden 2008




 


Appendix I-17









 





“Net Worth” means, as of any specified date, for any Person, the excess of the
Person’s assets over the Person’s liabilities, determined in accordance with GAAP on a consolidated
basis, provided that all real property shall be valued on an undepreciated basis.



“Note” means any Fixed Facility Note and/or any Variable Facility Note.



“Obligations” means the aggregate of the obligations of Borrower and Guarantor under
the Agreement and the other Loan Documents.



“Operating Expenses” means, for any period, with respect to any Mortgaged Property,
all expenses in respect of such Mortgaged Property, as determined by Lender based on the certified
operating statement for such specified period as adjusted to provide for the following: (i) all
appropriate types of expenses, including a management fee, deposits for the replacement reserves
(whether funded or not), and deposits for completion/repair reserves are included in the total
operating expense figure; (ii) upward adjustments to individual line item expenses to reflect
market norms or actual costs and correct any unusually low expense items, which could not be
replicated by a different owner or manager (e.g., a market rate management fee will be
included regardless of whether or not a management fee is charged, market rate payroll will be
included regardless of whether shared payroll provides for economies, etc.); and (iii) downward
adjustments to individual line item expenses to reflect unique or aberrant costs (e.g.,
non-recurring capital costs, non-operating borrower expenses, etc.).



“Organizational Certificate” means, collectively, certificates from Borrower and
Guarantor to Lender, in the form of Exhibits G-1 and G-2 to the Agreement,
certifying as to certain organizational matters with respect to each Borrower and Guarantor.



“Organizational Documents” means all certificates, instruments and other documents
pursuant to which an organization is organized or operates, including but not limited to, (i) with
respect to a corporation, its articles of incorporation and bylaws, (ii) with respect to a limited
partnership, its limited partnership certificate and partnership agreement, (iii) with respect to a
general partnership or joint venture, its partnership or joint venture agreement and (iv) with
respect to a limited liability company, its articles of organization and operating agreement.



“Outstanding” or “outstanding” means, when used in connection with promissory
notes, other debt instruments or Advances, for a specified date, promissory notes or other debt
instruments which have been issued, or Advances which have been made, to the extent not repaid in
full as of the specified date.



“Ownership Interests” means, with respect to any entity, any ownership interests in
the entity and any economic rights (such as a right to distributions, net cash flow or net income)
to which the owner of such ownership interests is entitled.

Master Credit Facility Agreement
Definitions

Camden 2008




 


Appendix I-18









 





“PBGC” means the Pension Benefit Guaranty Corporation or any entity succeeding to any
or all of its functions under ERISA.



“Permits” means all permits, or similar licenses or approvals issued and/or required
by an applicable Governmental Authority or any Applicable Law in connection with the ownership,
use, occupancy, leasing, management, operation, repair, maintenance or rehabilitation of any
Mortgaged Property or any Borrower’s business.



“Permitted Liens” means, with respect to a Mortgaged Property, (i) the exceptions to
title to the Mortgaged Property set forth in the Title Insurance Policy for the Mortgaged Property
which are approved by Lender, (ii) the Security Instrument encumbering the Mortgaged Property,
(iii) any other Liens approved by Lender, (iv) mechanics liens provided the same is removed or
bonded within thirty (30) days of notice of filing, and (v) real estate taxes and water and sewer
and other utility charges that are a lien but not yet due and payable.



“Person” means an individual, an estate, a trust, a corporation, a partnership, a
limited liability company or any other organization or entity (whether governmental or private).



“Plan” means at any time an employee pension benefit plan which is covered by Title IV
of ERISA or subject to the minimum funding standards under Section 412 of the Internal Revenue Code
and is either (i) maintained by a member of the Controlled Group for employees of any member of the
Controlled Group or (ii) maintained pursuant to a collective bargaining agreement or any other
agreement under which more than one employer makes contributions and to which a member of the
Controlled Group is then making or accruing an obligation to make contributions or has within the
preceding five (5) plan years made contributions.



“Pledge, Interest Rate Cap Agreement” means that certain Pledge, Interest Rate Cap
Reserve and Security Agreement executed by the Borrowers as of the date hereof, as the same may be
amended, restated, modified or supplemented from time to time.



“Potential Event of Default” means any event that, with the giving of notice or the
passage of time, or both, would constitute an Event of Default.



“Price” means, with respect to an Advance, the proceeds of the sale of the DMBS backed
by the Advance.



“Property” means any estate or interest in any kind of property or asset, whether
real, personal or mixed, and whether tangible or intangible.



“Rate Form” means the completed and executed document from Borrower to Lender pursuant
to Section 2.01(b), substantially in the form of Exhibit J to the Agreement,
specifying the terms and conditions of the DMBS to be issued for the requested Advance.

Master Credit Facility Agreement
Definitions

Camden 2008




 


Appendix I-19









 





“Rate Setting Date” shall have the meaning set forth in Section 2.01(b).



“Release Documents” mean instruments releasing the applicable Security Instrument as a
Lien on a Mortgaged Property, and UCC-3 Termination Statements terminating the UCC-1 Financing
Statements, and such other documents and instruments to evidence the release of such Mortgaged
Property from the Collateral Pool.



“Release Fee” means with respect to any Release effected in accordance with Section
3.04(c), a fee in the amount of $5,000 per Release Mortgaged Property.



“Release Mortgaged Property” means the Mortgaged Property to be released pursuant to
Article 3.



“Release Price” shall have the meaning set forth in Section 3.04(c).



“Release Request” means a written request, substantially in the form of Exhibit
M to the Agreement, to obtain a release of Collateral from the Collateral Pool pursuant to
Section 3.04(a).



“Remaining Mortgaged Properties” shall have the meaning set forth in Section
6.05(f).



“Rent Roll” means, with respect to any Multifamily Residential Property, a rent roll
prepared and certified by the owner of the Multifamily Residential Property, on Fannie Mae Form
4243 or on another form approved by Lender and containing substantially the same information as
Form 4243 requires, it being acknowledged that the forms attached hereto as Exhibit X are
satisfactory to Lender.



“Replacement Reserve Agreement” means a Master Replacement Reserve and Security
Agreement required by Lender, and satisfying Lender’s requirements, as the same may be amended,
modified or supplemented from time to time.



“Request” means an Advance Request, an Addition Request, an Expansion Request, a
Release Request, a Substitution Request, a Conversion Request, a Credit Facility Termination
Request, or a Facility Termination Request.



“Required Escrow Payments” has the meaning given that term in Section 13.01(a) of this
Agreement.



“Rescinded Payment” has the meaning given that term in Section 14.10 of this
Agreement.



“Rollover Variable Advance” means a Variable Advance made solely to refinance an
existing Variable Advance on the maturity date of such Variable Advance.

Master Credit Facility Agreement
Definitions

Camden 2008




 


Appendix I-20









 





“S&P” shall mean Standard & Poor’s Credit Markets Services, a division of The
McGraw-Hill Companies, Inc., a New York corporation, and its successors and assigns, if such
successors and assigns shall continue to perform the functions of a securities rating agency.



“Security” means a “security” as set forth in Section 2(1) of the Securities Act of
1933, as amended.



“Security Documents” means the Security Instruments, the Replacement Reserve
Agreement, the Completion/Repair and Security Agreement and any other documents executed by
Borrower from time to time to secure any of Borrower’s obligations under the Loan Documents.



“Security Instrument” means, for each Mortgaged Property, a Multifamily Mortgage, Deed
of Trust or Deed to Secure Debt, Assignment of Leases and Rents and Security Agreement given by a
Borrower to or for the benefit of Lender to secure the obligations of Borrower under the Loan
Documents. With respect to each Mortgaged Property owned by a Borrower, the Security Instrument
shall be substantially in the form published by Fannie Mae for use in the state in which the
Mortgaged Property is located. The amount secured by the Security Instrument shall be equal to the
Commitment in effect from time to time.



“Senior Management” means (i) Richard J. Campo, (ii) D. Keith Oden and (iii) Dennis M.
Steen.



“Servicer” means a multifamily seller and servicer approved by Fannie Mae, which
initially shall be Red Mortgage Capital, Inc., an Ohio corporation, and any permitted successor or
assign.



“Single-Purpose” means, with respect to a Person that is any form of partnership or
corporation or limited liability company, that such Person at all times since its formation:




	 	(i)	 	has been a duly formed and existing partnership, corporation or limited
liability company, as the case may be;

	 
	 	(ii)	 	has been duly qualified in each jurisdiction in which such qualification was at
such time necessary for the conduct of its business;

	 
	 	(iii)	 	has complied with the provisions of its organizational documents and the laws
of its jurisdiction of formation in all respects;

	 
	 	(iv)	 	has observed all customary formalities regarding its partnership or corporate
existence, as the case may be;



Master Credit Facility Agreement
Definitions

Camden 2008





 


Appendix I-21









 





	 	(v)	 	has accurately maintained its income and expense statements, records and other
partnership or corporate documents separate from those of any other Person;

	 
	 	(vi)	 	has not commingled its assets or funds with those of any other Person;

	 
	 	(vii)	 	has identified itself in all dealings with creditors (other than trade
creditors in the ordinary course of business and creditors for the construction of
improvements to property on which such Person has a non-contingent contract to purchase
such property) under its own name and as a separate and distinct entity;

	 
	 	(viii)	 	has been adequately capitalized in light of its contemplated business operations;

	 
	 	(ix)	 	has not assumed, guaranteed or become obligated for the liabilities of any
other Person (except in connection with the Credit Facility or the endorsement of
negotiable instruments in the ordinary course of business) or held out its credit as
being available to satisfy the obligations of any other Person;

	 
	 	(x)	 	has not acquired obligations or securities of any other Person;

	 
	 	(xi)	 	in relation to a Borrower, except for loans made in the ordinary course of
business to Affiliates, has not made loans or advances to any other Person;

	 
	 	(xii)	 	has not entered into and was not a party to any transaction with any Affiliate
of such Person, except in the ordinary course of business and on terms which are no
less favorable to such Person than would be obtained in a comparable arm’s-length
transaction with an unrelated third party;

	 
	 	(xiii)	 	has paid the salaries of its own employees, if any, and maintained a sufficient
number of employees in light of its contemplated business operations;

	 
	 	(xiv)	 	has allocated fairly and reasonably any overhead for shared office space;

	 
	 	(xv)	 	has not engaged in a non-exempt prohibited transaction described in Section 406
of ERISA or Section 4975 of the Internal Revenue Code; and

	 
	 	(xvi)	 	has complied with the requirements of Section 33 of the Security Instrument.






“Substitution” shall have the meaning set forth in Section 3.05(a).

Master Credit Facility Agreement
Definitions

Camden 2008




 


Appendix I-22









 





“Substitution Fee” means with respect to any Substitution effected in accordance with
Section 3.05, a fee in the amount which is [*].



“Substitution Request” means the written request to add a Substitute Mortgaged
Property to the Collateral Pool pursuant to Section 3.05, Section 3.06 and Section 3.07.



“Survey” means the as-built survey of each Mortgaged Property prepared in accordance
with Lender’s requirements for similar loans that are anticipated to be sold to Fannie Mae.



“Taxes” means all taxes, assessments, vault rentals and other charges, if any,
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 Mortgaged Properties.



“Targeted Entity” means individually and collectively, Borrower, Guarantor, Camden
Member, Camden General Partner and Texas Member.



“Term of this Agreement” shall be determined as provided in Section 15.10.



“Termination Date” means, at any time during which Fixed Advances are Outstanding, the
latest maturity date for any Fixed Advance Outstanding, and, at any time during which Fixed
Advances are not Outstanding, the Variable Facility Termination Date.



“Texas Borrower” means CPT Community Owner LLC, a Delaware limited liability company.



“Texas Member” means CPT Community Owner Member, LLC, a Delaware limited liability
company.



“Three-Month LIBOR” means the London interbank offered rate for three-month U.S.
dollar deposits, as such rate is reported in The Wall Street Journal. In the event that a rate is
not published for Three-Month LIBOR, then the nearest equivalent duration London interbank offered
rate for U.S. Dollar deposits shall be selected at Lender’s reasonable discretion. If the
publication of Three-Month LIBOR is discontinued, Lender shall determine such rate from another
equivalent source selected by Lender in its reasonable discretion.



“Title Company” means Fidelity National Title Insurance Company.



 






	 	 	 
	*	 	Indicates material that has been omitted and for which
confidential treatment has been requested. All such omitted material has been
filed with the Securities and Exchange Commission pursuant to Rule 406
promulgated under the Securities Act of 1933, as amended.



Master Credit Facility Agreement
Definitions

Camden 2008




 


Appendix I-23









 









“Title Insurance Policies” means the mortgagee’s policies of title insurance issued by
the Title Company from time to time relating to each of the Security Instruments, conforming to
Lender’s requirements for similar loans anticipated to be sold to Fannie Mae, together with such
endorsements, coinsurance, reinsurance and direct access agreements with respect to such policies
as Lender may, from time to time, consider necessary or appropriate, including variable credit
endorsements, if available, and tie-in endorsements, if available, and with a limit of liability
under the policy (subject to the limitations contained in sections of the Stipulations and
Conditions of the policy relating to a Determination and Extent of Liability) equal to the
Commitment.



“Transfer” means



(1) as used with respect to ownership interests in a Targeted Entity (i) a sale, assignment,
pledge, transfer or other disposition of any ownership interest in a Targeted Entity (ii) the
issuance or other creation of new ownership interests in a Targeted Entity or (iii) a merger or
consolidation of Targeted Entity into another entity or of another entity into Targeted Entity, as
the case may be or (iv) the reconstitution of Targeted Entity from one type of entity to another
type of entity, or (v) the amendment, modification or any other change in the governing instrument
or instruments of Targeted Entity which has the effect of materially changing the relative powers,
rights, privileges, voting rights or economic interests of the ownership interests in such Targeted
Entity.



(2) as used with respect to ownership interests in a Mortgaged Property, (i) a sale,
assignment, lease, pledge, transfer or other disposition (whether voluntary or by operation of law)
of, or the granting or creating of a lien (other than a Permitted Lien), encumbrance or security
interest in, any estate, rights, title or interest in a Mortgaged Property, or any portion thereof.
Transfer does not include a conveyance of a Mortgaged Property at a judicial or non-judicial
foreclosure sale under any security instrument or the Mortgaged Property becoming part of a
bankruptcy estate by operation of law under the Bankruptcy Code.



“Underwriting Requirements” means Lender’s overall underwriting requirements for
multifamily residential properties in connection with loans anticipated to be sold to Fannie Mae as
set forth in the DUS Guide, including, without limitation, requirements relating to Appraisals,
physical needs assessments, environmental site assessments, and exit strategies, as such
requirements may be amended, modified, updated, superseded, supplemented or replaced from time to
time.

Master Credit Facility Agreement
Definitions

Camden 2008




 


Appendix I-24









 





“Valuation” means, for any specified date, with respect to a Multifamily Residential
Property, (a) if an Appraisal of the Multifamily Residential Property was more recently obtained
than a Cap Rate for the Multifamily Residential Property, the Appraised Value of such Multifamily
Residential Property, or (b) if a Cap Rate for the Multifamily Residential Property
was more recently obtained than an Appraisal of the Multifamily Residential Property, the value
derived by dividing—




	 	(i)	 	the Net Operating Income of such Multifamily Residential Property, by

	 
	 	(ii)	 	the most recent Cap Rate determined by Lender.






Notwithstanding the foregoing, any Valuation for a Multifamily Residential Property calculated for
a date occurring before the first anniversary of the date on which the Multifamily Residential
Property becomes a part of the Collateral Pool shall equal the Appraised Value of such Multifamily
Residential Property, unless Lender determines that changed market or property conditions warrant
that the value be determined as set forth in the preceding sentence.



“Variable Advance” means a loan made by Lender to Borrower under the Variable Facility
Commitment.



“Variable Facility” means the agreement of Lender to make Variable Advances to
Borrower pursuant to Section 1.01.



“Variable Facility Availability Period” means the period beginning on the Initial
Closing Date and ending on the date five (5) years after the Initial Closing Date.



“Variable Facility Commitment” means an aggregate amount of $175,000,000 which shall
be evidenced by the Variable Facility Note, plus such amount as Borrower may elect to add to the
Variable Facility Commitment in accordance with Article 4, less such amount as Borrower may
elect to convert from the Variable Facility Commitment to the Fixed Facility Commitment in
accordance with Section 1.08, and less such amount by which Borrower may elect to reduce
the Variable Facility Commitment in accordance with Article 5.



“Variable Facility Fee” means (i) [*] for a Variable Advance drawn
from the Variable Facility Commitment in effect on or prior to the First Anniversary (whether or
not drawn by such date), and (ii) for any Variable Advance drawn from any portion of the Variable
Facility Commitment increased pursuant to Article 4 after the period ending on the First
Anniversary, the number of basis points per annum determined at the time of such increase by Lender
as the Variable Facility Fee for such Variable Advance.



 






	 	 	 
	*	 	Indicates material that has been omitted and for which
confidential treatment has been requested. All such omitted material has been
filed with the Securities and Exchange Commission pursuant to Rule 406
promulgated under the Securities Act of 1933, as amended.



Master Credit Facility Agreement
Definitions

Camden 2008




 


Appendix I-25









 









“Variable Facility Note” means the promissory note (together with all schedules,
riders, allonges, addenda, renewals, extensions, amendments and modifications thereto), which has
been issued by Borrower to Lender to evidence Borrower’s obligation to repay Variable Advances, and
which promissory note will be the same or substantially similar in form to the promissory note
issued by Borrower to Lender in connection with the Variable Advance made on the Initial Closing
Date.



“Variable Facility Termination Date” means October 1, 2018.



“Voting Equity Capital” shall mean Securities of any class or classes, the holders of
which are ordinarily, in the absence of contingencies, entitled to elect a majority of the board of
directors (or Persons performing similar functions).



Master Credit Facility Agreement
Definitions

Camden 2008




 


Appendix I-26