Exhibit 10.12


 


MULTIFAMILY
LOAN AND SECURITY AGREEMENT


(NON-RECOURSE)


 


BY AND BETWEEN


  


BRE MF TPC LLC, a Delaware
limited liability company


 


AND


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,
a national banking association


 


DATED AS OF


 


MAY 27, 2014


 


 





 




     


     


    

 


TABLE OF CONTENTS


 


	ARTICLE 1 - DEFINITIONS; SUMMARY OF MORTGAGE LOAN TERMS	1
	 	 	 
	Section
    1.01          Defined
    Terms	1
	Section
    1.02          Schedules,
    Exhibits, and Attachments Incorporated	1
	 	 	 
	ARTICLE 2 - GENERAL MORTGAGE LOAN TERMS	2
	 	 	 
	Section
    2.01          Mortgage
    Loan Origination and Security	2
	(a)	Making of Mortgage Loan	2
	(b)	Security for Mortgage Loan	2
	(c)	Protective Advances	2
	Section
    2.02          Payments
    on Mortgage Loan	2
	(a)	Debt Service Payments	2
	(b)	Capitalization of Accrued But Unpaid Interest	3
	(c)	Late Charges	3
	(d)	Default Rate	4
	(e)	Address for Payments	5
	(f)	Application of Payments	5
	Section
    2.03          Lockout/Prepayment	6
	(a)	Prepayment; Prepayment Lockout; Prepayment Premium	6
	(b)	Voluntary Prepayment in Full	6
	(c)	Acceleration of Mortgage Loan	7
	(d)	Application of Collateral.	7
	(e)	Casualty and Condemnation	7
	(f)	No Effect on Payment Obligations	7
	(g)	Loss Resulting from Prepayment	8
	 	 	 
	ARTICLE 3 - PERSONAL LIABILITY	8
	 	 	 
	Section
    3.01          Non-Recourse
    Mortgage Loan; Exceptions	8
	Section
    3.02          Personal
    Liability of Borrower (exceptions to Non-Recourse Provision)	9
	(a)	Personal Liability Based on Lender’s Loss	9
	(b)	Full Personal Liability for Mortgage Loan	10
	Section
    3.03          Personal
    Liability for Indemnity Obligations	11
	Section
    3.04          Lender’s
    Right to Forego Rights Against Mortgaged Property	11
	 	 	 
	ARTICLE 4 - BORROWER STATUS	11
	 	 	 
	Section
    4.01          Representations
    and Warranties	11
	(a)	Due Organization and Qualification	11
	(b)	Location	12
	(c)	Power and Authority	12
	(d)	Due Authorization	12
	(e)	Valid and Binding Obligations	12
	(f)	Effect of Mortgage Loan on Borrower’s Financial Condition	12
	(g)	Economic Sanctions, Anti-Money Laundering, and Anti-Corruption	13
	(h)	Borrower Single Asset Status	14
	(i)	No Bankruptcies or Judgments	15
	(j)	No Litigation	15
	(k)	Payment of Taxes, Assessments, and Other Charges	16


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page i
	Fannie Mae	08-13	© 2013 Fannie Mae



     


    

 


	(1)	Not a Foreign Person	16
	(m)	ERISA	16
	(n)	Default Under Other Obligations	16
	(o)	Prohibited Person	17
	(p)	No Contravention	17
	(q)	Lockbox Arrangement.	17
	Section
    4.02          Covenants	17
	(a)	Maintenance of Existence; Organizational Documents	17
	(b)	Economic Sanctions, Anti-Money Laundering, and Anti-Corruption	18
	(c)	Payment of Taxes, Assessments, and Other Charges	19
	(d)	Borrower Single Asset Status	19
	(e)	ERISA	21
	(f)	Notice of Litigation or Insolvency	21
	(g)	Payment of Costs, Fees, and Expenses	21
	(h)	Restrictions on Distributions	22
	(i)	Lockbox Arrangement	22
	 	 	 
	ARTICLE 5 - THE MORTGAGE LOAN	22
	 	 
	Section
    5.01          Representations
    and Warranties	22
	(a)	Receipt and Review of Loan Documents	22
	(b)	No Default	23
	(c)	No Defenses	23
	(d)	Loan Document Taxes	23
	Section
    5.02          Covenants	23
	(a)	Ratification of Covenants; Estoppels; Certifications	23
	(b)	Further Assurances	24
	(c)	Sale of Mortgage Loan	24
	(d)	Limitations on Further Acts of Borrower	25
	(e)	Financing Statements; Record Searches	25
	(f)	Loan Document Taxes	26
	 	 	 
	ARTICLE 6 - PROPERTY USE, PRESERVATION, AND MAINTENANCE	26
	 	 
	Section
    6.01          Representations
    and Warranties	26
	(a)	Compliance with Law; Permits and Licenses	26
	(b)	Property Characteristics	27
	(c)	Property Ownership	27
	(d)	Condition of the Mortgaged Property	27
	(e)	Personal Property	27
	Section
    6.02          Covenants	27
	(a)	Use of Property	27
	(b)	Property Maintenance	28
	(c)	Property Preservation	30
	(d)	Property Inspections	31
	(e)	Compliance with Laws	31
	Section
    6.03          Mortgage
    Loan Administration Matters Regarding the Property	32
	(a)	Property Management	32
	(b)	Subordination of Fees to Affiliated Property Managers	32
	(c)	Physical Needs Assessment	32


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page ii
	Fannie Mae	08-13	© 2013 Fannie Mae



     


    

 


	ARTICLE 7 - LEASES
    AND RENTS	33
	 	 
	Section
    7.01          Representations and Warranties	33
	(a)	Prior Assignment of Rents	33
	(b)	Prepaid Rents	33
	Section
    7.02          Covenants	33
	(a)	Leases	33
	(b)	Commercial Leases	34
	(c)	Payment of Rents	35
	(d)	Assignment of Rents	36
	(e)	Further Assignments of Leases and Rents	36
	(f)	Options to Purchase by Tenants	36
	Section
    7.03          Mortgage Loan Administration Regarding Leases and Rents	36
	(a)	Material Commercial Lease Requirements	36
	(b)	Residential Lease Form	37
	 	 	 
	ARTICLE 8 - BOOKS AND RECORDS; FINANCIAL
    REPORTING	37
	 	 
	Section
    8.01          Representations and Warranties	37
	(a)	Financial Information	37
	(b)	No Change in Facts or Circumstances	37
	Section
    8.02          Covenants	37
	(a)	Obligation to Maintain Accurate Books and Records	37
	(b)	Items to Furnish to Lender	38
	(c)	Audited Financials	40
	(d)	Delivery of Books and Records	41
	Section
    8.03         Mortgage Loan Administration Matters Regarding Books and Records
    and Financial Reporting	41
	(a)	Lender’s Right to Obtain Audited Books and Records	41
	(b)	Credit Reports; Credit Score	41
	 	 	 
	ARTICLE 9 - INSURANCE	42
	 	 
	Section
    9.01          Representations and Warranties	42
	(a)	Compliance with Insurance Requirements	42
	(b)	Property Condition	42
	Section
    9.02          Covenants	42
	(a)	Insurance Requirements	42
	(b)	Delivery of Policies, Renewals, Notices, and Proceeds	43
	Section
    9.03          Mortgage Loan Administration Matters Regarding Insurance	43
	(a)	Lender’s Ongoing Insurance Requirements	43
	(b)	Application of Proceeds on Event of Loss	44
	(c)	Payment Obligations Unaffected	46
	(d)	Foreclosure Sale	47
	(e)	Appointment of Lender as Attorney-In-Fact	47
	 	 	 
	ARTICLE 10 - CONDEMNATION	47
	 	 
	Section
    10.01        Representations and Warranties	47
	(a)	Prior Condemnation Action	47
	(b)	Pending Condemnation Actions	47


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page iii
	Fannie Mae	08-13	© 2013 Fannie Mae



     


    

 


	section 10.02        covenants	47
	(a)	Notice of Condemnation	47
	(b)	Condemnation Proceeds	48
	Section
    10.03        Mortgage
    Loan Administration Matters Regarding Condemnation	48
	(a)	Application of Condemnation Awards	48
	(b)	Payment Obligations Unaffected	48
	(c)	Appointment of Lender as Attorney-In-Fact	48
	(d)	Preservation of Mortgaged Property	48
	 	 	 
	ARTICLE 11- LIENS,TRANSFERS, AND ASSUMPTIONS	49
	 	 
	Section
    11.01        Representations
    and Warranties	49
	(a)	No Labor or Materialmen’s Claims	49
	(b)	No Other Interests	49
	Section
    11.02        Covenants	49
	(a)	Liens; Encumbrances	49
	(b)	Transfers	50
	(c)	No Other Indebtedness and Mezzanine Financing	52
	Section
    11.03       Mortgage
    Loan Administration Matters Regarding Liens, Transfers, and Assumptions	53
	(a)	Assumption of Mortgage Loan	53
	(b)	Transfers to Key Principal-Owned Affiliates or Guarantor-Owned Affiliates	54
	(c)	Estate Planning	55
	(d)	Termination or Revocation of Trust.	55
	(e)	Death of Key Principal or Guarantor; Transfer Due to Death	56
	(f)	Bankruptcy of Guarantor	57
	(g)	Further Conditions to Transfers and Assumption	58
	 	 	 
	ARTICLE 12 - IMPOSITIONS	63
	 	 
	Section
    12.01        Representations
    and Warranties	63
	(a)	Payment of Taxes, Assessments, and Other Charges	63
	Section
    12.02        Covenants	64
	(a)	Imposition Deposits, Taxes, and Other Charges	64
	Section
    12.03        Mortgage
    Loan Administration Matters Regarding Impositions	65
	(a)	Maintenance of Records by Lender	65
	(b)	Imposition Accounts	65
	(c)	Payment of Impositions; Sufficiency of Imposition Deposits	65
	(d)	Imposition Deposits Upon Event of Default	66
	(e)	Contesting Impositions	66
	(f)	Release to Borrower	66
	 	 	 
	ARTICLE 13-  REPLACEMENT RESERVE AND REPAIRS	66
	 	 
	Section
    13.01        Covenants	66
	(a)	Initial Deposits to Replacement Reserve Account and Repairs Escrow Account.	66
	(b)	Monthly Replacement Reserve Deposits	67
	(c)	Payment for Replacements and Repairs	67
	(d)	Assignment of Contracts for Replacements and Repairs	67
	(e)	Indemnification	67
	(f)	Amendments to Loan Documents	68
	(g)	Administrative Fees and Expenses	68


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page iv
	Fannie Mae	08-13	© 2013 Fannie Mae



     


    

 


	Section
    13.02        Mortgage
    Loan Administration Matters Regarding Reserves	68
	(a)	Accounts, Deposits, and Disbursements	68
	(b)	Approvals of Contracts; Assignment of Claims	75
	(c)	Delays and Workmanship	75
	(d)	Appointment of Lender as Attorney-In-Fact	76
	(e)	No Lender Obligation	76
	(f)	No Lender Warranty	76
	 	 	 
	ARTICLE 14 - DEFAULTS/REMEDIES	77
	 	 
	Section
    14.01        Events
    of Default	77
	(a)	Automatic Events of Default	77
	(b)	Events of Default Subject to a Specified Cure Period	78
	(c)	Events of Default Subject to Extended Cure Period	78
	Section
    14.02        Remedies	79
	(a)	Acceleration; Foreclosure	79
	(b)	Loss of Right to Disbursements from Collateral Accounts	79
	(c)	Remedies Cumulative	80
	Section
    14.03        Additional
    Lender Rights; Forbearance	80
	(a)	No Effect Upon Obligations	80
	(b)	No Waiver of Rights or Remedies	81
	(c)	Appointment of Lender as Attorney-In-Fact	81
	(d)	Borrower Waivers	83
	Section
    14.04         Waiver
    of Marshaling	83
	 	 
	ARTICLE 15 - MISCELLANEOUS	84
	 	 
	Section
    15.01        Governing
    Law; Consent to Jurisdiction and Venue	84
	(a)	Governing Law	84
	(b)	Venue	84
	section 15.02        notice	84
	(a)	Process of Serving Notice	84
	(b)	Change of Address	85
	(c)	Default Method of Notice	85
	(d)	Receipt of Notices	85
	Section
    15.03        Successors
    and Assigns Bound; Sale of Mortgage Loan	85
	(a)	Binding Agreement.	85
	(b)	Sale of Mortgage Loan; Change of Servicer	85
	Section
    15.04        Counterparts	85
	Section
    15.05        Joint
    and Several (or Solidary) Liability	86
	Section
    15.06        Relationship
    Of Parties; No Third Party Beneficiary	86
	(a)	Solely Creditor and Debtor	86
	(b)	No Third Party Beneficiaries	86


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page v
	Fannie Mae	08-13	© 2013 Fannie Mae



     


    

 


	Section
    15.07	Severability;
    Entire Agreement; Amendments	86
	Section 15.08	Construction	87
	Section 15.09	Mortgage
    Loan Servicing	87
	Section 15.10	Disclosure
    of Information	88
	Section 15.11	Waiver;
    Conflict	88
	Section 15.12	No Reliance	88
	Section 15.13	Subrogation	89
	Section 15.14	Counting
    of Days	89
	Section 15.15	Revival
    and Reinstatement of Indebtedness	89
	Section 15.16	Time is
    of the Essence	89
	Section 15.17	Final Agreement	89
	Section 15.18	Waiver of
    Trial by Jury	90


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page vi
	Fannie Mae	08-13	© 2013 Fannie Mae



     


    

 


SCHEDULES &
EXHIBITS


 


	Schedules	 	 	 
	Schedule 1	Definitions Schedule (required)	 	Form 6101.SARM
	Schedule 2	Summary of Loan Terms (required)	 	Form
	 	 	 	6102.SARM,
	 	 	 	6102.06
	Schedule 3	Interest Rate Type Provisions (required)	 	Form 6103.SARM
	Schedule 4	Prepayment Premium Schedule (required)	 	Form 6104.11
	Schedule 5	Required Replacement Schedule (required)	 	 
	Schedule 6	Required Repair Schedule (required)	 	 
	Schedule 7	Exceptions to Representations and Warranties Schedule (required)	 	 
	 	 	 	 
	Exhibits	 	 	 
	Exhibit A	Modifications to Loan Agreement - Conversion Option - SARM Loan	 	Form 6225
	Exhibit B	Modifications to Loan Agreement - Waiver of Imposition Deposits	 	Form 6228


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page vii
	Fannie Mae	08-13	© 2013 Fannie Mae



     


    

 


MULTIFAMILY LOAN AND SECURITY
AGREEMENT


(Non-Recourse)


 


This MULTIFAMILY LOAN AND SECURITY AGREEMENT (as amended, restated, replaced, supplemented, or otherwise
modified from time to time, the “Loan Agreement”)
is made as of the Effective Date (as hereinafter defined) by and between BRE MF TPC LLC, a Delaware limited liability
company (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Lender”).


 


RECITALS:


 


WHEREAS,
Borrower desires to obtain the Mortgage Loan (as hereinafter defined) from Lender to be secured by the Mortgaged Property (as hereinafter
defined); and


 


WHEREAS,
Lender is willing to make the Mortgage Loan on the terms and conditions contained in this Loan Agreement and in the other Loan
Documents (as hereinafter defined);


 


NOW, THEREFORE,
in consideration of the making of the Mortgage Loan by Lender and other good and valuable consideration, the receipt and adequacy
of which are hereby conclusively acknowledged, the parties hereby covenant, agree, represent, and warrant as follows:


 


AGREEMENTS:


 


ARTICLE 1 - DEFINITIONS;
SUMMARY OF MORTGAGE LOAN TERMS


 


Section 1.01         Defined
Terms.


 


Capitalized
terms not otherwise defined in the body of this Loan Agreement shall have the meanings set forth in the Definitions Schedule attached
as Schedule 1 to this Loan Agreement.


 


Section 1.02         Schedules,
Exhibits, and Attachments Incorporated.


 


The schedules,
exhibits, and any other addenda or attachments are incorporated fully into this Loan Agreement by this reference and each constitutes
a substantive part of this Loan Agreement.


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 1
	Article 1	08-13	© 2013 Fannie Mae



     


    

 


ARTICLE 2 -
GENERAL MORTGAGE LOAN TERMS


 


Section 2.01         Mortgage
Loan Origination and Security.


 


(a)          Making
of Mortgage Loan.


 


Subject
to the terms and conditions of this Loan Agreement and the other Loan Documents, Lender hereby makes the Mortgage Loan to Borrower,
and Borrower hereby accepts the Mortgage Loan from Lender. Borrower covenants and agrees that it shall:


 


(1)         pay
the Indebtedness, including the Prepayment Premium, if any (whether in connection with any voluntary prepayment or in connection
with an acceleration by Lender of the Indebtedness), in accordance with the terms of this Loan Agreement and the other Loan Documents;
and


 


(2)         perform,
observe, and comply with this Loan Agreement and all other provisions of the other Loan Documents.


 


(b)          Security
for Mortgage Loan.


 


The Mortgage
Loan is made pursuant to this Loan Agreement, is evidenced by the Note, and is secured by the Security Instrument, this Loan Agreement,
and the other Loan Documents that are expressly stated to be security for the Mortgage Loan.


 


(c)          Protective
Advances.


 


As provided
in the Security Instrument, Lender may take such actions or disburse such funds as Lender reasonably deems necessary to perform
the obligations of Borrower under this Loan Agreement and the other Loan Documents and to protect Lender’s interest in the Mortgaged
Property.


 


Section 2.02         Payments
on Mortgage Loan.


 


(a)          Debt
Service Payments.


 


(1)         Short
Month Interest.


 


If the
date the Mortgage Loan proceeds are disbursed is any day other than the first day of the month, interest for the period beginning
on the disbursement date and ending on and including the last day of the month in which the disbursement occurs shall be payable
by Borrower on the date the Mortgage Loan proceeds are disbursed. In the event that the disbursement date is not the same as the
Effective Date, then:


 


(A)         the
disbursement date and the Effective Date must be in the same month, and


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 2
	Article 2	08-13	© 2013 Fannie Mae



     


    

 


(B)         the
Effective Date shall not be the first day of the month.


 


(2)         Interest
Accrual and Computation.


 


Except
as provided in Section 2.02(a)(l), interest shall be paid in arrears. Interest shall accrue as provided in the Schedule of Interest
Rate Type Provisions and shall be computed in accordance with the Interest Accrual Method. If
the Interest Accrual Method is “Actual/360,” Borrower acknowledges and agrees that the amount allocated to interest
for each month will vary depending on the actual number of calendar days during such month.


 


(3)         Monthly
Debt Service Payments.


 


Consecutive
monthly debt service installments (comprised of either interest only or principal and interest, depending on the Amortization Type),
each in the amount of the applicable Monthly Debt Service Payment, shall be due and payable on the First Payment Date, and on each
Payment Date thereafter until the Maturity Date, at which time all Indebtedness shall be due. Any regularly scheduled Monthly Debt
Service Payment that is received by Lender before the applicable Payment Date shall be deemed to have been received on such Payment
Date solely for the purpose of calculating interest due. All payments made by Borrower under this Loan Agreement shall be made
without set-off, counterclaim, or other defense.


 


(4)         Payment
at Maturity.


 


The unpaid
principal balance of the Mortgage Loan, any Accrued Interest thereon and all other Indebtedness shall be due and payable on the
Maturity Date.


 


(5)         Interest
Rate Type.


 


See the
Schedule of Interest Rate Type Provisions for additional provisions, if any, specific to the Interest Rate Type.


 


(b)          Capitalization
of Accrued But Unpaid Interest.


 


Any accrued
and unpaid interest on the Mortgage Loan remaining past due for thirty (30) days or more may, at Lender’s election, be added to
and become part of the unpaid principal balance of the Mortgage Loan.


 


(c)          Late
Charges.


 


(1)         If
any Monthly Debt Service Payment due hereunder is not received by Lender within ten (10) days
(or fifteen (15) days for any Mortgaged Property located in Mississippi or North Carolina to comply with applicable law) after
the applicable Payment Date, or any amount payable under this Loan Agreement (other than the payment due on the Maturity Date for
repayment of the Mortgage Loan in full) or any other Loan Document is not received by Lender within ten (10) days (or fifteen
(15) days for any Mortgaged Property located in Mississippi or North Carolina to comply with applicable law) after the date such
amount is due, inclusive of the date on which such amount is due, Borrower shall pay to Lender, immediately without demand by Lender,
the Late Charge.


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 3
	Article 2	08-13	© 2013 Fannie Mae



     


    

 


The Late
Charge is payable in addition to, and not in lieu of, any interest payable at the Default Rate pursuant to Section 2.02(d).


 


(2)         Borrower
acknowledges and agrees that:


 


(A)         its
failure to make timely payments will cause Lender to incur additional expenses in servicing and processing the Mortgage Loan;


 


(B)         it
is extremely difficult and impractical to determine those additional expenses;


 


(C)         Lender
is entitled to be compensated for such additional expenses;


and


 


(D)         the
Late Charge represents a fair and reasonable estimate, taking


into account all circumstances
existing on the date hereof, of the additional expenses Lender will incur by reason of any such late payment.


 


(d)          Default
Rate.


 


(1)         Default
interest shall be paid as follows:


 


(A)         If
any amount due in respect of the Mortgage Loan (other than amounts due on the Maturity Date)
remains past due for thirty (30) days or more, interest on such unpaid amount(s) shall accrue from the date payment is due at the
Default Rate and shall be payable upon demand by Lender.


 


(B)         If
any Indebtedness due is not paid in full on the Maturity Date, then interest shall accrue
at the Default Rate on all such unpaid amounts from the Maturity Date until fully paid and shall be payable upon demand by Lender.


 


Absent a demand by Lender,
any such amounts shall be payable by Borrower in the same manner as provided for the payment of Monthly Debt Service Payments.
To the extent permitted by applicable law, interest shall also accrue at the Default Rate on any judgment obtained by Lender against
Borrower in connection with the Mortgage Loan.


 


(2)         Borrower
acknowledges and agrees that:


 


(A)         its
failure to make timely payments will cause Lender to incur additional expenses in servicing and processing the Mortgage Loan; and


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 4
	Article 2	08-13	© 2013 Fannie Mae



     


    

  


(B)         in
connection with any failure to timely pay all amounts due in respect of the Mortgage Loan on the Maturity Date, or during the time
that any amount due in respect of the Mortgage Loan is delinquent for more than thirty (30) days:


 


(i)          Lender’s
risk of nonpayment of the Mortgage Loan will be materially increased;


 


(ii)         Lender’s
ability to meet its other obligations and to take advantage of other investment opportunities will be adversely impacted;


 


(iii)        Lender
will incur additional costs and expenses arising from its loss of the use of the amounts due;


 


(iv)        it
is extremely difficult and impractical to determine such additional costs and expenses;


 


(v)         Lender
is entitled to be compensated for such additional risks, costs, and expenses; and


 


(vi)        the
increase from the Interest Rate to the Default Rate represents a fair and reasonable estimate of the additional risks, costs, and
expenses Lender will incur by reason of Borrower’s delinquent payment and the additional compensation Lender is entitled to receive
for the increased risks of nonpayment associated with a delinquency on the Mortgage Loan (taking into account all circumstances
existing on the Effective Date).


 


(e)          Address
for Payments.


 


All payments
due pursuant to the Loan Documents shall be payable at Lender’s Payment Address, or such other place and in such manner as may
be designated from time to time by written notice to Borrower by Lender.


 


(f)          Application
of Payments.


 


If at any
time Lender receives, from Borrower or otherwise, any amount in respect of the Indebtedness that is less than all amounts due and
payable at such time, then Lender may apply such payment to amounts then due and payable in any manner and in any order determined
by Lender or hold in suspense and not apply such amount at Lender’s election. Neither Lender’s acceptance of an amount that is
less than all amounts then due and payable, nor Lender’s application of, or suspension of the application of, such payment, shall
constitute or be deemed to constitute either a waiver of the unpaid amounts or an accord and satisfaction. Notwithstanding the
application of any such amount to the Indebtedness, Borrower’s obligations under this Loan Agreement and the other Loan Documents
shall remain unchanged.


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 5
	Article 2	08-13	© 2013 Fannie Mae



     


    

 


Section 2.03 Lockout/Prepayment.


 


(a)          Prepayment;
Prepayment Lockout; Prepayment Premium.


 


(1)         Borrower
shall not make a voluntary full or partial prepayment on the Mortgage Loan during any Prepayment Lockout Period nor shall Borrower
make a voluntary partial prepayment at any time. Except as expressly provided in this Loan Agreement (including as provided in
the Prepayment Premium Schedule), a Prepayment Premium calculated in accordance with the Prepayment Premium Schedule shall be payable
in connection with any prepayment of the Mortgage Loan.


 


(2)         If
a Prepayment Lockout Period applies to the Mortgage Loan, and during such Prepayment Lockout Period Lender accelerates the unpaid
principal balance of the Mortgage Loan or otherwise applies collateral held by Lender to the repayment of any portion of the unpaid
principal balance of the Mortgage Loan, the Prepayment Premium shall be due and payable and equal to the amount obtained by multiplying
the percentage indicated (if at all) in the Prepayment Premium Schedule by the amount of principal being prepaid at the time of
such acceleration or application.


 


(b)          Voluntary
Prepayment in Full.


 


At any time after the expiration
of any Prepayment Lockout Period, Borrower may voluntarily prepay the Mortgage Loan in full on a Permitted Prepayment Date so long
as:


 


(1)         Borrower
delivers to Lender a Prepayment Notice specifying the Intended Prepayment Date not more than sixty (60) days, but not less than
thirty (30) days (if given via U.S. Postal Service) or twenty (20) days (if given via facsimile, e-mail, or overnight courier)
prior to such Intended Prepayment Date; and


 


(2)         Borrower
pays to Lender an amount equal to the sum of:


 


(A)         the
entire unpaid principal balance of the Mortgage Loan; plus


 


(B)         all
Accrued Interest (calculated through the last day of the month in which the prepayment occurs); plus


 


(C)         the
Prepayment Premium; plus


 


(D)         all
other Indebtedness.


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 6
	Article 2	08-13	© 2013 Fannie Mae



     


    

 


In connection
with any such voluntary prepayment, Borrower acknowledges and agrees that interest shall always be calculated and paid through
the last day of the month in which the prepayment occurs (even if the Permitted Prepayment Date for such month is not the last
day of such month, or if Lender approves prepayment on an Intended Prepayment Date that is not a Permitted Prepayment Date). Borrower
further acknowledges that Lender is not required to accept a voluntary prepayment of the Mortgage Loan on any day other than a
Permitted Prepayment Date. However, if Lender does approve an Intended Prepayment Date that is not a Permitted Prepayment Date
and accepts a prepayment on such Intended Prepayment Date, such prepayment shall be deemed to be received on the immediately following
Permitted Prepayment Date. If Borrower fails to
prepay the Mortgage Loan on the Intended Prepayment Date for any reason (including on any Intended Prepayment Date that is approved
by Lender) and such failure either continues for five (5) Business Days, or into the following month, Lender shall have the right
to recalculate the payoff amount. If Borrower
prepays the Mortgage Loan either in the following month or more than five (5) Business Days after the Intended Payoff Date that
was approved by Lender, Lender shall also have the right to recalculate the payoff amount based upon the amount of such payment
and the date such payment was received by Lender. Borrower shall immediately pay to Lender any additional amounts required by any
such recalculation.


 


(c)          Acceleration
of Mortgage Loan.


 


Upon acceleration of the Mortgage Loan, Borrower shall
pay to Lender:


 


(1)         the
entire unpaid principal balance of the Mortgage Loan;


 


(2)         all
Accrued Interest (calculated through the last day of the month in which the acceleration occurs);


 


(3)         the
Prepayment Premium; and


 


(4)         all
other Indebtedness.


 


(d)          Application
of Collateral.


 


Any application
by Lender of any collateral or other security to the repayment of all or any portion of the unpaid principal balance of the Mortgage
Loan prior to the Maturity Date in accordance with the Loan Documents shall be deemed to be a prepayment by Borrower. Any such
prepayment shall require the payment to Lender by Borrower of the Prepayment Premium calculated on the amount being prepaid in
accordance with this Loan Agreement.


 


(e)          Casualty
and Condemnation.


 


Notwithstanding
any provision of this Loan Agreement to the contrary, no Prepayment Premium shall be payable with respect to any prepayment occurring
as a result of the application of any insurance proceeds or amounts received in connection with a Condemnation Action in accordance
with this Loan Agreement.


 


(f)          No
Effect on Payment Obligations.


 


Unless otherwise
expressly provided in this Loan Agreement, any prepayment required by any Loan Document of less than the entire unpaid principal
balance of the Mortgage Loan shall not extend or postpone the due date of any subsequent Monthly Debt Service Payments, Monthly
Replacement Reserve Deposit, or other payment, or change the amount of any such payments or deposits.


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 7
	Article 2	08-13	© 2013 Fannie Mae



     


    

 


(g)          Loss
Resulting from Prepayment.


 


In any
circumstance in which a Prepayment Premium is due under this Loan Agreement, Borrower acknowledges that:


 


(1)         any
prepayment of the unpaid principal balance of the Mortgage Loan, whether voluntary or involuntary, or following the occurrence
of an Event of Default by Borrower, will result in Lender’s incurring loss, including reinvestment loss, additional risk, expense,
and frustration or impairment of Lender’s ability to meet its commitments to third parties;


 


(2)         it
is extremely difficult and impractical to ascertain the extent of such losses, risks, and damages;


 


(3)         the
formula for calculating the Prepayment Premium represents a reasonable estimate of the losses, risks, and damages Lender will incur
as a result of a prepayment; and


 


(4)         the
provisions regarding the Prepayment Premium contained in this Loan Agreement are a material part of the consideration for the Mortgage
Loan, and that the terms of the Mortgage Loan are in other respects more favorable to Borrower as a result of Borrower’s voluntary
agreement to such prepayment provisions.


 


ARTICLE 3 -
PERSONAL LIABILITY


 


Section 3.01         Non-Recourse
Mortgage Loan; Exceptions.


 


Except
as otherwise provided in this Article 3 or in any other Loan Document, none of Borrower, or any director, officer, manager, member,
partner, shareholder, trustee, trust beneficiary, or employee of Borrower, shall have personal liability under this Loan Agreement
or any other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under
the Loan Documents, and Lender’s only recourse for the satisfaction of such Indebtedness and the performance of such obligations
shall be Lender’s exercise of its rights and remedies with respect to the Mortgaged Property and any other collateral held by Lender
as security for the Indebtedness. This limitation on Borrower’s liability shall not limit or impair Lender’s enforcement of its
rights against Guarantor under any Loan Document.


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 8
	Article 2	08-13	© 2013 Fannie Mae



     


    

 


Section 3.02         Personal
Liability of Borrower (Exceptions to Non-Recourse Provision).


 


(a)          Personal
Liability Based on Lender’s Loss.


 


Borrower
shall be personally liable to Lender for the repayment of the portion of the Indebtedness equal to any loss or damage suffered
by Lender as a result of, subject to any notice and cure period, if any:


 


(1)         failure
to pay as directed by Lender upon demand after an Event of Default (to the extent actually received by Borrower):


 


(A)         all
Rents to which Lender is entitled under the Loan Documents; and


 


(B)         the
amount of all security deposits then held or thereafter collected by Borrower from tenants and not properly applied pursuant
to the applicable Leases;


 


(2)         failure
to maintain all insurance policies required by the Loan Documents, except to the extent Lender has the obligation to pay the premiums
pursuant to Section 12.03(c);


 


(3)         failure
to apply all insurance proceeds received by Borrower or any amounts received by Borrower in connection with a Condemnation Action,
as required by the Loan Documents;


 


(4)         failure
to comply with any provision of this Loan Agreement or any other Loan Document relating to the delivery of books and records, statements,
schedules, and reports;


 


(5)         except
to the extent directed otherwise by Lender pursuant to Section 3.02(a)(l), failure to apply Rents to the ordinary and necessary
expenses of owning and operating the Mortgaged Property and Debt Service Amounts, as and when each is due and payable, except that
Borrower will not be personally liable with respect to Rents that are distributed by Borrower in any calendar year if Borrower
has paid all ordinary and necessary expenses of owning and operating the Mortgaged Property and Debt Service Amounts for such calendar
year;


 


(6)         waste
or abandonment of the Mortgaged Property;


 


(7)         grossly
negligent or reckless unintentional material misrepresentation or omission by Borrower, Guarantor, Key Principal, or any officer,
director, partner, manager, member, shareholder, or trustee of Borrower, Guarantor, or Key Principal in connection with on-going
financial or other reporting required by the Loan Documents, or any request for action or consent by Lender; or


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 9
	Article 3	08-13	© 2013 Fannie Mae



     


    

 


(8)         failure
to purchase interest rate cap(s) as required by the Interest Rate Cap Reserve and Security Agreement executed by Borrower and Lender
and dated as of the Effective Date; .


 


Notwithstanding
the foregoing, Borrower shall not have personal liability under clauses (1), (3), or (5) above
to the extent that Borrower lacks the legal right to direct the disbursement of the applicable funds due to an involuntary Bankruptcy
Event that occurs without the consent, encouragement, or active participation of (A) Borrower, Guarantor, or Key Principal, (B)
any Person Controlling Borrower, Guarantor, or Key Principal or (C) any Person Controlled by or under common Control with Borrower,
Guarantor, or Key Principal.


 


(b)          Full
Personal Liability for Mortgage Loan.


 


Borrower
shall be personally liable to Lender for the repayment of all of the Indebtedness, and the Mortgage Loan shall be fully recourse
to Borrower, upon the occurrence of any of the following:


 


(1)         failure
by Borrower to comply with the single-asset entity requirements of Section 4.02(d) of this Loan Agreement;


 


(2)         a
Transfer (other than a conveyance of the Mortgaged Property at a Foreclosure Event pursuant to the Security Instrument and this
Loan Agreement) that is not permitted under this Loan Agreement or any other Loan Document;


 


(3)         the
occurrence of any Bankruptcy Event (other than an acknowledgement in writing as described in clause (b) of the definition of “Bankruptcy
Event”); provided, however, in the event of an involuntary Bankruptcy Event, Borrower shall only be personally
liable if such involuntary Bankruptcy Event occurs with the consent, encouragement, or active participation of (A) Borrower, Guarantor,
or Key Principal, (B) any Person Controlling Borrower, Guarantor, or Key Principal, or (C) any Person Controlled by or under common
Control with Borrower, Guarantor, or Key Principal;


 


(4)         fraud,
written material misrepresentation, or material omission by Borrower, Guarantor, Key Principal, or any officer, director, partner,
manager, member, shareholder, or trustee of Borrower, Guarantor, or Key Principal in connection with any application for or creation
of the Indebtedness; or


 


(5)         fraud,
written intentional material misrepresentation, or intentional material omission by Borrower, Guarantor, Key Principal, or any
officer, director, partner, manager, member, shareholder, or trustee of Borrower, Guarantor, or Key Principal in connection with
on-going financial or other reporting required by the Loan Documents, or any request for action or consent by Lender.


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 10
	Article 3	08-13	© 2013 Fannie Mae



     


    

 


Section 3.03         Personal
Liability for Indemnity Obligations.


 


Borrower
shall be personally and fully liable to Lender for Borrower’s indemnity obligations under Section 13.0l(e) of this Loan Agreement,
the Environmental Indemnity Agreement, and any other express indemnity obligations provided by Borrower under any Loan Document.
Borrower’s liability for such indemnity obligations shall not be limited by the amount of the Indebtedness, the repayment of the
Indebtedness, or otherwise, provided that Borrower’s liability for such indemnities shall not include any loss caused by the gross
negligence or willful misconduct of Lender as determined by a court of competent jurisdiction pursuant to a final non-appealable
court order.


 


Section 3.04         Lender’s
Right to Forego Rights Against Mortgaged Property.


 


To the
extent that Borrower has personal liability under this Loan Agreement or any other Loan Document, Lender may exercise its rights
against Borrower personally to the fullest extent permitted by applicable law without regard to whether Lender has exercised any
rights against the Mortgaged Property, the UCC Collateral, or any other security, or pursued any rights against Guarantor, or pursued
any other rights available to Lender under this Loan Agreement, any other Loan Document, or applicable law. For purposes of this
Section 3.04 only, the term “Mortgaged Property” shall not include any funds that have been applied by Borrower as required
or permitted by this Loan Agreement prior to the occurrence of an Event of Default, or that Borrower was unable to apply as required
or permitted by this Loan Agreement because of a Bankruptcy Event. To the fullest extent permitted by applicable law, in any action
to enforce Borrower’s personal liability under this Article 3, Borrower waives any right to set off the value of the Mortgaged
Property against such personal liability.


 


ARTICLE 4 -
BORROWER STATUS


 


Section 4.01         Representations
and Warranties.


 


The representations
and warranties made by Borrower to Lender in this Section 4.01 are made as of the Effective Date and are true and correct except
as disclosed on the Exceptions to Representations and Warranties Schedule.


 


(a)          Due
Organization and Qualification.


 


Borrower
is validly existing and qualified to transact business and is in good standing in the state in which it is formed or organized,
the Property Jurisdiction, and in each other jurisdiction that qualification or good standing is required according to applicable
law to conduct its business with respect to the Mortgaged Property and where the failure to be so qualified or in good standing
would adversely affect Borrower’s operation of the Mortgaged Property or the validity, enforceability or the ability of Borrower
to perform its obligations under this Loan Agreement or any other Loan Document.


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 11
	Article 3	08-13	© 2013 Fannie Mae



     


    

 


(b)          Location.


 


Borrower’s
General Business Address is Borrower’s principal place of business and principal office.


 


(c)          Power
and Authority.


 


Borrower has the requisite power and authority:


 


(1)         to
own the Mortgaged Property and to carry on its business as now conducted and as contemplated to be conducted in connection with
the performance of its obligations under this Loan Agreement and under the other Loan Documents to which it is a party; and


 


(2)         to
execute and deliver this Loan Agreement and the other Loan Documents to which it is a party, and to carry out the transactions
contemplated by this Loan Agreement and the other Loan Documents to which it is a party.


 


(d)          Due
Authorization.


 


The execution,
delivery, and performance of this Loan Agreement and the other Loan Documents to which it is a party have been duly authorized
by all necessary action and proceedings by or on behalf of Borrower, and no further approvals or filings of any kind, including
any approval of or filing with any Governmental Authority, are required by or on behalf of Borrower as a condition to the valid
execution, delivery, and performance by Borrower of this Loan Agreement or any of the other Loan Documents to which it is a party,
except filings required to perfect and maintain the liens to be granted under the Loan Documents and routine filings to maintain
good standing and its existence.


 


(e)          Valid
and Binding Obligations.


 


This Loan
Agreement and the other Loan Documents to which it is a party have been duly executed and delivered by Borrower and constitute
the legal, valid, and binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms,
except as such enforceability may be limited by applicable Insolvency Laws or by the exercise of discretion by any court.


 


(f)          Effect
of Mortgage Loan on Borrower’s Financial Condition.


 


Borrower
is not presently Insolvent, and the Mortgage Loan will not render Borrower Insolvent. Borrower has sufficient working capital,
including proceeds from the Mortgage Loan, cash flow from the Mortgaged Property, or other sources, not only to adequately maintain
the Mortgaged Property, but also to pay all of Borrower’s outstanding debts as they come due, including all Debt Service Amounts.
In connection with the execution and delivery of this Loan Agreement and the other Loan Documents (and the delivery to, or for
the benefit of, Lender of any collateral contemplated thereunder), and the incurrence by Borrower of the obligations under this
Loan Agreement and the other Loan Documents, Borrower did not receive less than reasonably equivalent value in exchange for the
incurrence of the obligations of Borrower under this Loan Agreement and the other Loan Documents.


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 12
	Article 4	08-13	© 2013 Fannie Mae



     


    

 


(g)          Economic
Sanctions, Anti-Money Laundering, and Anti-Corruption.


 


(1)         None
of Borrower, Guarantor, or Key Principal, nor to Borrower’s knowledge, any Person Controlling Borrower, Guarantor, or Key Principal,
nor any Person Controlled by Borrower, Guarantor, or Key Principal that also has a direct or indirect ownership interest in any
of them, is in violation of:


 


(A)         any
applicable anti-money laundering laws, including those contained in the Bank Secrecy Act; and


 


(B)         any
applicable anti-drug trafficking, anti-terrorism, or anti-corruption laws, civil or criminal.


 


(2)         None
of Borrower, Guarantor, or Key Principal, nor to Borrower’s knowledge, any Person Controlling Borrower, Guarantor, or Key Principal,
nor any Person Controlled by Borrower, Guarantor, or Key Principal that also has a direct or indirect ownership interest in any
of them, is a Person:


 


(A)         that
is charged with, or has received actual notice that he, she, or it is under investigation for, any violation of any laws described
in Section 4.0l(g)(l);


 


(B)         that
has been convicted of any violation of, has been subject to civil penalties pursuant to, or had any of its property seized or forfeited
under, any laws described in Section 4.0l(g)(l); or


 


(C)         with
whom any United States Person, any entity organized under the laws of the United States or its constituent states or territories,
or any entity, regardless of where organized, having its principal place of business within the United States or any of its territories,
is prohibited from transacting business of the type contemplated by this Loan Agreement and the other Loan Documents under any
other applicable law.


 


(3)         None
of Borrower, Guarantor, or Key Principal, nor to Borrower’s knowledge, any Person Controlling Borrower, Guarantor, or Key Principal,
nor any Person Controlled by Borrower, Guarantor, or Key Principal that also has a direct or indirect ownership interest in any
of them, is in violation of any obligation to maintain appropriate internal controls as required by the governing laws of the jurisdiction
of such Person as are necessary to ensure compliance with the economic sanctions, anti-money laundering, and anti-corruption laws
of the United States and the jurisdiction where the Person resides, is domiciled, or has its principal place of business.


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 13
	Article 4	08-13	© 2013 Fannie Mae



     


    

 


(4)         Borrower,
Guarantor, and Key Principal are in compliance with all applicable economic sanctions laws administered by OFAC, the United States
Department of State, or the United States Department of Commerce.


 


(h)          Borrower
Single Asset Status.


 


Borrower:


 


(1)         does
not own or lease any real property, personal property, or assets other than the Mortgaged Property;


 


(2)         does
not own, operate, or participate in any business other than the leasing, ownership, management, operation, and maintenance of the
Mortgaged Property;


 


(3)         has
no material financial obligation under or secured by any indenture, mortgage, deed of trust, deed to secure debt, loan agreement,
or other agreement or instrument to which Borrower is a party, or by which Borrower is otherwise bound, or to which the Mortgaged
Property is subject or by which it is otherwise encumbered, other than:


 


(A)         unsecured
trade payables incurred in the ordinary course of the operation of the Mortgaged Property, provided that any trade payables (i)
are not evidenced by a promissory note, (ii) are paid within sixty (60) days of the due date of such trade payable, and (iii)
do not exceed, in the aggregate, three percent (3%) of the original principal balance
of the Mortgage Loan;


 


(B)         if
the Security Instrument grants a lien on a leasehold estate, Borrower’s obligations as lessee under the ground lease creating such
leasehold estate; and


 


(C)         obligations
under the Loan Documents and obligations secured by the Mortgaged Property to the extent permitted by the Loan Documents;


 


(4)         has
to Borrower’s knowledge, accurately maintained its financial statements, accounting records, and other partnership, real estate
investment trust, limited liability company, or corporate documents, as the case may be, separate from those of any other Person
(unless Borrower’s assets have been included in a consolidated financial statement prepared in accordance with generally accepted
accounting principles);


 


(5)         has
to Borrower’s knowledge, not commingled its assets or funds with those of any other Person, unless such assets or funds can easily
be segregated and identified in the ordinary course of business from those of any other Person;


 


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


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 14
	Article 4	08-13	© 2013 Fannie Mae



     


    

 


(7)         has
to Borrower’s knowledge, not assumed, guaranteed, or pledged its assets to secure the liabilities or obligations of any other Person
(except in connection with the Mortgage Loan or other mortgage loans that have been paid in full or collaterally assigned to Lender,
including in connection with any Consolidation, Extension and Modification Agreement or similar instrument), or held out its credit
as being available to satisfy the obligations of any other Person;


 


(8)         has
not made loans or advances to any other Person; and


 


(9)         has
to Borrower’s knowledge, not entered into, and is not a party to, any transaction with any Borrower Affiliate, except in the ordinary
course of business and on terms which are no more favorable to any such Borrower Affiliate than would be obtained in a comparable
arm’s length transaction with an unrelated third party.


 


(i)          No
Bankruptcies or Judgments.


 


None of
Borrower, Guarantor, or Key Principal, nor to Borrower’s knowledge, any Person Controlling Borrower, Guarantor, or Key Principal,
nor any Person Controlled by Borrower, Guarantor, or Key Principal that also has a direct or indirect ownership interest in any
of them, is currently:


 


(1)         the
subject of or a party to any completed or pending bankruptcy, reorganization, including any receivership or other insolvency proceeding;


 


(2)         preparing
or intending to be the subject of a Bankruptcy Event; or


 


(3)         the
subject of any judgment unsatisfied of record or docketed in any court; or


 


(4)         Insolvent.


 


(j)          No
Litigation.


 


(1)         There
are no claims, actions, suits, or proceedings at law or in equity (including any insolvency, bankruptcy, or receivership proceedings)
by or before any Governmental Authority now pending or, to Borrower’s knowledge, threatened against or affecting Borrower or the
Mortgaged Property not otherwise covered by insurance (except for claims, actions, suits, or proceedings regarding fair housing,
anti-discrimination, or equal opportunity, which shall always be disclosed); and


 


(2)         there
are no claims, actions, suits, or proceedings at law or in equity by or before any Governmental Authority now pending or, to Borrower’s
knowledge, threatened against or affecting Guarantor or Key Principal, which claims, actions, suits, or proceedings, if adversely
determined (individually or in the aggregate) would reasonably be expected to materially adversely affect the financial condition
or business of Borrower, Guarantor, or Key Principal or the condition, operation, or ownership of the Mortgaged Property
(except for claims, actions, suits, or proceedings regarding fair housing, anti-discrimination, or equal opportunity, which shall
always be deemed material).


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 15
	Article 4	08-13	© 2013 Fannie Mae



     


    

 


(k)          Payment
of Taxes, Assessments, and Other Charges.


 


Borrower confirms that:


 


(1)         it
has filed all federal, state, county, and municipal tax returns and reports required to have been filed by Borrower;


 


(2)         it
has paid, before any fine, penalty, interest, lien, or costs may be added thereto, all taxes, governmental charges, and assessments
due and payable with respect to such returns and reports;


 


(3)         there
is no controversy or objection pending, or to the knowledge of Borrower, threatened in respect of any tax returns of Borrower;
and


 


(4)         it
has made adequate reserves on its books and records for all taxes that have accrued but which are not yet due and payable.


 


(l)           Not
a Foreign Person.


 


Borrower is not a “foreign
person” within the meaning of Section 1445(f)(3) of the Internal Revenue Code.


 


(m)          ERISA.


 


Borrower represents and warrants
that:


 


(1)         Borrower
is not an Employee Benefit Plan;


 


(2)         no
asset of Borrower constitutes “plan assets” (within the meaning of Section 3(42) of BRISA and Department of Labor Regulation
Section 2510.3-101 as modified by Section 3(42) of BRISA) of an Employee Benefit Plan;


 


(3)         no
asset of Borrower is subject to any laws of any Governmental Authority governing the assets of an Employee Benefit Plan; and


 


(4)         neither
Borrower nor any ERISA Affiliate is subject to any obligation or liability with respect to any BRISA Plan.


 


(n)          Default
Under Other Obligations.


 


(1)         The
execution, delivery, and performance of the obligations imposed on Borrower under this Loan Agreement and the Loan Documents to
which it is a party will not cause Borrower to be in default under the provisions of any agreement, judgment, or order to
which Borrower is a party or by which Borrower is bound.


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 16
	Article 4	08-13	© 2013 Fannie Mae



     


    

  


(2)         None
of Borrower, Guarantor, or Key Principal is in default under any obligation to Lender.


 


(o)          Prohibited
Person.


 


None of Borrower,
Guarantor, or Key Principal is a Prohibited Person, nor to Borrower’s knowledge, is any Person:


 


(1)         Controlling
Borrower, Guarantor, or Key Principal; or


 


(2)         Controlled
by and having a direct or indirect ownership interest in Borrower, Guarantor, or Key Principal a Prohibited Person.


 


(p)          No
Contravention.


 


Neither
the execution and delivery of this Loan Agreement and the other Loan Documents to which Borrower is a party, nor the fulfillment
of or compliance with the terms and conditions of this Loan Agreement and the other Loan Documents to which Borrower is a party,
nor the performance of the obligations of Borrower under this Loan Agreement and the other Loan Documents does or will conflict
with or result in any breach or violation of, or constitute a default under, any of the terms, conditions, or provisions of Borrower’s
organizational documents, or any indenture, existing agreement, or other instrument to which Borrower is a party or to which Borrower,
the Mortgaged Property, or other assets of Borrower are subject.


 


(q)          Lockbox
Arrangement.


 


Neither
Borrower nor the direct or indirect owners of Borrower is party to any type of lockbox agreement or other similar cash management
arrangement with any direct or indirect owner of Borrower relating to the direct payment of income from the Mortgaged Property
(but not any arrangement with respect to distributions made to any direct or indirect owner of Borrower) that has not been approved
by Lender in writing. In the event that Lender has approved any such arrangement, Borrower
has, at Lender’s option, entered into a lockbox agreement or other similar cash management agreement with Lender in form and substance
acceptable to Lender.


 


Section 4.02         Covenants.


 


(a)          Maintenance
of Existence; Organizational Documents.


 


Borrower
shall maintain its existence, its entity status, franchises, rights, and privileges under the laws of the state of its formation
or organization (as applicable). Borrower shall continue to be duly qualified and in good standing to transact business in each
jurisdiction in which qualification or standing is required according to applicable law to conduct its business with respect to
the Mortgaged Property and where the failure to do so would adversely affect Borrower’s operation of the Mortgaged Property or
the validity, enforceability, or the ability of Borrower to perform its obligations under this Loan Agreement or any other Loan
Document. Neither Borrower nor any partner, member, manager, officer, or director of Borrower shall:


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 17
	Article 4	08-13	© 2013 Fannie Mae



     


    

 


(1)         make
or allow any material change to the organizational documents or organizational structure of Borrower, including changes relating
to the Control of Borrower, or


 


(2)         file
any action, complaint, petition, or other claim to:


 


(A)         divide,
partition, or otherwise compel the sale of the Mortgaged Property, or


 


(B)         otherwise
change the Control of Borrower.


 


(b)          Economic
Sanctions, Anti-Money Laundering, and Anti-Corruption.


 


(1)         Borrower
shall at all times remain, and shall cause Guarantor, Key Principal, and any Person Controlling Borrower, Guarantor, or Key Principal,
or any Person Controlled by Borrower, Guarantor, or Key Principal that also has a direct or indirect ownership interest in any
of them to remain, in compliance with:


 


(A)         any
applicable anti-money laundering laws, including those contained in the Bank Secrecy Act; and


 


(B)         any
applicable anti-drug trafficking, anti-terrorism, or anti-corruption laws, civil or criminal.


 


(2)         At
no time shall Borrower, Guarantor, or Key Principal, or any Person Controlling Borrower, Guarantor, or Key Principal, or any Person
Controlled by Borrower, Guarantor, or Key Principal that also has a direct or indirect ownership interest in any of them, be a
Person:


 


(A)         that
is charged with, or has received actual notice that he, she, or it is under investigation for, any violation of any laws described
in Section 4.02(b)(l);


 


(B)         that
has been convicted of any violation of, has been subject to civil penalties pursuant to, or had any of its property seized or
forfeited under, any laws described in Section 4.02(b)(l); or


 


(C)         with
whom any United States Person, any entity organized under the laws of the United States or its constituent states or territories,
or any entity, regardless of where organized, having its principal place of business within the United States or any of its territories,
is prohibited from transacting business of the type contemplated by this Loan Agreement and the other Loan Documents under
any other applicable law.


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 18
	Article 4	08-13	© 2013 Fannie Mae



     


    

 


(3)         At
no time shall Borrower, Guarantor, or Key Principal, or any Person Controlling Borrower, Guarantor, or Key Principal, or any Person
Controlled by Borrower, Guarantor, or Key Principal that also has a direct or indirect ownership interest in any of them, be a
Person in violation of any obligation to maintain appropriate internal controls as required by the governing laws of the jurisdiction
of such Person as are necessary to ensure compliance with the economic sanctions, anti-money laundering, and anti-corruption laws
of the United States and the jurisdiction where the Person resides, is domiciled or has its principal place of business.


 


(4)         Borrower
shall at all times remain, and shall cause Guarantor and Key Principal to remain, in compliance with any applicable economic sanctions
laws administered by OFAC, the United States Department of State, or the United States Department of Commerce.


 


(c)          Payment
of Taxes, Assessments, and Other Charges.


 


Borrower
shall file all federal, state, county, and municipal tax returns and reports required to be filed by Borrower and shall pay, before
any fine, penalty, interest, or cost may be added thereto, all taxes payable with respect to such returns and reports; provided,
nothing herein shall require Borrower to pay any tax so long as Borrower in good faith and at its own expense and by proper legal
proceedings is diligently contesting the validity, amount or application of such tax and at the time of commencement of the proceeding
and during the pendency thereof (i) no Lien has been or is filed against the Mortgaged Property, (ii)
no Mortgaged Property will be in material danger of being sold, forfeited or lost, as determined by Lender (iii) Borrower
shall furnish such security as may be required in such proceeding or as may be reasonably requested by Lender to insure the payment
of the amounts contested (after taking into account any reserves held by Lender for such purpose) and (iv) such contest operates
to suspend collection or enforcement of the contested amount, as applicable.


 


(d)          Borrower
Single Asset Status.


 


Until the Indebtedness is fully paid, Borrower:


 


(1)         shall
not acquire or lease any real property, personal property, or assets other than the Mortgaged Property, other than additions to,
or replacements of personal property and equipment in the ordinary course of business;


 


(2)         shall
not acquire, own, operate, or participate in any business other than the leasing, ownership, management, operation, and maintenance
of the Mortgaged Property;


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 19
	Article 4	08-13	© 2013 Fannie Mae



     


    

 


(3)         shall
not commingle its assets or funds with those of any other Person, unless such assets or funds can easily be segregated and identified
in the ordinary course of business from those of any other Person;


 


(4)         shall
accurately maintain its financial statements, accounting records, and other partnership, real estate investment trust, limited
liability company, or corporate documents, as the case may be, separate from those of any other Person (unless Borrower’s assets
are included in a consolidated financial statement prepared in accordance with generally accepted accounting principles);


 


(5)         shall
have no material financial obligation under any indenture, mortgage, deed of trust, deed to secure debt, loan agreement, or other
agreement or instrument to which Borrower is a party or by which Borrower is otherwise bound, or to which the Mortgaged Property
is subject or by which it is otherwise encumbered, other than:


 


(A)         unsecured
trade payables incurred in the ordinary course of the operation of the Mortgaged Property, provided that any such trade
payables (i) are not evidenced by a promissory note; (ii) are paid within sixty (60) days of the due date of such trade
payable; and (iii) do not exceed, in the aggregate, three percent (3%) of the original principal balance of the Mortgage
Loan; provided, nothing herein shall require Borrower to pay any trade payable so long as Borrower in good faith and
at its own expense and by proper legal proceedings is diligently contesting the validity, amount or application of such trade
payable and at the time of commencement of the proceeding and during the pendency thereof (i) no Lien has been or is filed
against the Mortgaged Property, (ii) no Mortgaged Property will be in material danger of
being sold, forfeited or lost, as determined by Lender, (iii) Borrower shall furnish such security as may be required in such
proceeding or as may be reasonably requested by Lender to insure the payment of the amounts contested and (iv) such contest
operates to suspend collection or enforcement of the contested amount, as applicable;


 


(B)         if
the Security Instrument grants a lien on a leasehold estate, Borrower’s obligations as lessee under the ground lease creating such
leasehold estate; and


 


(C)         obligations
under the Loan Documents and obligations secured by the Mortgaged Property to the extent permitted by the Loan Documents;


 


(6)         shall
not assume, guaranty, or pledge its assets to secure the liabilities or obligations of any other Person (except in connection with
the Mortgage Loan or other mortgage loans that have been paid in full or collaterally assigned to Lender, including in connection
with any Consolidation, Extension and Modification Agreement or similar instrument) or hold out its credit as being available to
satisfy the obligations of any other Person;


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 20
	Article 4	08-13	© 2013 Fannie Mae



     


    

 


(7)         shall
not make loans or advances to any other Person; or


 


(8)         shall
not enter into, or become a party to, any transaction with any Borrower Affiliate, except in the ordinary course of business and
on terms which are no more favorable to any such Borrower Affiliate than would be obtained in a comparable arm’s-length transaction
with an unrelated third party.


 


(e)          ERISA.


 


Borrower covenants that:


 


(1)         no
asset of Borrower shall constitute “plan assets” (within the meaning of Section 3(42) of BRISA and Department of Labor
Regulation Section 2510.3-101 as modified by Section 3(42) of BRISA) of an Employee Benefit Plan;


 


(2)         no
asset of Borrower shall be subject to the laws of any Governmental Authority governing the assets of an Employee Benefit Plan;
and


 


(3)         neither
Borrower nor any BRISA Affiliate shall incur any obligation or liability with respect to any BRISA Plan.


 


(f)          Notice
of Litigation or Insolvency.


 


Borrower
shall give immediate written notice to Lender of any claims, actions, suits, or proceedings at law or in equity (including any
insolvency, bankruptcy, or receivership proceeding) by or before any Governmental Authority pending or, to Borrower’s knowledge,
threatened against or affecting Borrower, Guarantor, Key Principal, or the Mortgaged Property, which claims, actions, suits, or
proceedings, if adversely determined reasonably would be expected to materially adversely affect the financial condition or business
of Borrower, Guarantor, or Key Principal, or the condition, operation, or ownership of the Mortgaged Property (including any claims,
actions, suits, or proceedings regarding fair housing, anti-discrimination, or equal opportunity, which shall always be deemed
material).


 


(g)          Payment
of Costs, Fees, and Expenses.


 


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


 


(1)         any
amendment to, or consent, or waiver required under, this Loan Agreement or any of the Loan Documents (whether or not any such amendments,
consents, or waivers are entered into);


 


(2)         defending
or participating in any litigation arising from actions by third parties and brought against or involving Lender with respect to:


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 21
	Article 4	08-13	© 2013 Fannie Mae



     


    

 


(A)         the
Mortgaged Property;


 


(B)         any
event, act, condition, or circumstance in connection with the Mortgaged Property; or


 


(C)         the
relationship between Lender, Borrower, Key Principal, and Guarantor in connection with this Loan Agreement or any of the transactions
contemplated by this Loan Agreement;


 


(3)         the
administration or enforcement of, or preservation of rights or remedies under, this Loan Agreement or any other Loan Documents
including or in connection with any litigation or appeals, any Foreclosure Event or other disposition of any collateral granted
pursuant to the Loan Documents; and


 


(4)         any
Bankruptcy Event or Guarantor Bankruptcy Event.


 


(h)          Restrictions
on Distributions.


 


Borrower
shall not declare or make any distributions or dividends of any nature to any Person having an ownership interest in Borrower if
an Event of Default has occurred and is continuing.


 


(i)          Lockbox
Arrangement.


 


Neither
Borrower nor the direct or indirect owners of Borrower shall enter into any type of lockbox agreement or other similar cash management
arrangement with any direct or indirect owner of Borrower without the prior written consent of Lender. In
the event that Lender issues such consent, Borrower shall, at Lender’s option, be required to enter into a lockbox agreement
or other similar cash management agreement with Lender in form and substance acceptable to Lender.


 


ARTICLE 5 -
THE MORTGAGE LOAN


 


Section 5.01         Representations
and Warranties.


 


The representations
and warranties made by Borrower to Lender in this Section 5.01 are made as of the Effective Date and are true and correct except
as disclosed on the Exceptions to Representations and Warranties Schedule.


 


(a)          Receipt
and Review of Loan Documents.


 


Borrower
has received and reviewed this Loan Agreement and all of the other Loan Documents.


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 22
	Article 4	08-13	© 2013 Fannie Mae



     


    

  


(b)          No
Default.


 


No Event
of Default exists under any of the Loan Documents, and the execution, delivery, and performance of the obligations imposed on Borrower
under the Loan Documents will not cause Borrower to be in default under the provisions of any agreement, judgment, or order to
which Borrower is a party or by which Borrower is bound.


 


(c)          No
Defenses.


 


The Loan
Documents are not currently subject to any right of rescission, set-off, counterclaim, or defense by either Borrower or Guarantor,
including the defense of usury, and neither Borrower nor Guarantor has asserted any right of rescission, set-off, counterclaim,
or defense with respect thereto.


 


(d)          Loan
Document Taxes.


 


All mortgage,
mortgage recording, stamp, intangible, or any other similar taxes required to be paid by any Person under applicable law currently
in effect in connection with the execution, delivery, recordation, filing, registration, perfection, or enforcement of any of the
Loan Documents, including the Security Instrument, have been paid or will be paid in the ordinary course of the closing of the
Mortgage Loan.


 


Section 5.02         Covenants.


 


(a)          Ratification
of Covenants; Estoppels; Certifications.


 


Borrower shall:


 


(1)         promptly
notify Lender in writing upon any violation of any covenant set forth in any Loan Document of which Borrower has notice or knowledge;
provided, however, any such written notice by Borrower to Lender shall not relieve Borrower of, or result in a waiver of,
any obligation under this Loan Agreement or any other Loan Document; and


 


(2)         within
ten (10) Business Days after a request from Lender, provide a written statement, signed and acknowledged by Borrower (but absent
an Event of Default, no more frequently than once in any six (6) month period), certifying to Lender or any person designated by
Lender, as of the date of such statement:


 


(A)         that
the Loan Documents are unmodified and in full force and effect (or, if there have been modifications, that the Loan Documents are
in full force and effect as modified and setting forth such modifications);


 


(B)         the
unpaid principal balance of the Mortgage Loan;


 


(C)         the
date to which interest on the Mortgage Loan has been paid;


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 23
	Article 5	08-13	© 2013 Fannie Mae



     


    

  


(D)         that
Borrower is not in default in paying the Indebtedness or in performing or observing any of the covenants or agreements contained
in this Loan Agreement or any of the other Loan Documents (or, if Borrower is in default, describing such default in reasonable
detail);


 


(E)         whether
or not there are then-existing any setoffs or defenses known to Borrower against the enforcement of any right or remedy of Lender
under the Loan Documents; and


 


(F)         any
additional facts reasonably requested in writing by Lender in connection with the Mortgaged Property, the Mortgage Loan or any
of the Loan Documents.


 


(b)          Further
Assurances.


 


(1)         Other
Documents As Lender May Require.


 


Within ten
(10) Business Days after request by Lender, Borrower shall, subject to Section 5.02(d) below, execute, acknowledge, and deliver,
at its cost and expense, all further acts, deeds, conveyances, assignments, financing statements, transfers, and assurances as
Lender may reasonably require from time to time in order to better assure, grant, and convey to Lender the rights intended to be
granted, now or in the future, to Lender under this Loan Agreement and the other Loan Documents.


 


(2)         Corrective
Actions.


 


Within
ten (10) Business Days after request by Lender, Borrower shall provide, or cause to be provided, to Lender, at Borrower’s cost
and expense, such further documentation or information reasonably deemed necessary or appropriate by Lender in the exercise of
its rights under the related commitment letter between Borrower and Lender or to correct patent mistakes in the Loan Documents,
the Title Policy, or the funding of the Mortgage Loan.


 


(c)          Sale
of Mortgage Loan.


 


Borrower shall, subject to Section 5.02(d) below:


 


(1)         comply
with the reasonable requirements of Lender or any Investor of the Mortgage Loan or provide, or cause to be provided, to Lender
or any Investor of the Mortgage Loan within ten (10) Business Days of the request, at Borrower’s cost and expense, such further
documentation or information as Lender or Investor may reasonably require, in order to enable:


 


(A)         Lender
to sell the Mortgage Loan to such Investor;


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 24
	Article 5	08-13	© 2013 Fannie Mae



     


    




 


(B)         Lender
to obtain a refund of any commitment fee from any such Investor; or


 


(C)         any
such Investor to further sell or securitize the Mortgage Loan;


 


(2)         ratify
and affirm in writing the representations and warranties set forth in any Loan Document as of such date specified by Lender modified
as necessary to reflect changes that have occurred subsequent to the Effective Date;


 


(3)         confirm
that Borrower is not in default in paying the Indebtedness or in performing or observing any of the covenants or agreements contained
in this Loan Agreement or any of the other Loan Documents (or, if Borrower is in default, describing such default in reasonable
detail); and


 


(4)         execute
and deliver to Lender and/or any Investor such other documentation, including any amendments, corrections, deletions, or additions
to this Loan Agreement or other Loan Document(s) as is reasonably required by Lender or such Investor which are reasonably necessary
to accomplish the purposes of the Loan Documents.


 


(d)          Limitations
on Further Acts of Borrower.


 


Nothing in Section 5.02(b) and
Section 5.02(c) shall require Borrower to do any further act that has the effect of:


 


(1)         changing
the economic terms of the Mortgage Loan set forth in the related commitment letter between Borrower and Lender;


 


(2)         imposing
on Borrower or Guarantor greater personal liability under the Loan Documents than that set forth in the related commitment letter
between Borrower and Lender; or


 


(3)         materially
changing the rights and obligations of Borrower or Guarantor under the commitment letter.


 


(e)          Financing
Statements; Record Searches.


 


(1)         Borrower
shall pay all costs and expenses associated with:


 


(A)         any
filing or recording of any financing statements, including all continuation statements, termination statements, and amendments
or any other filings related to security interests in or liens on collateral; and


 


(B)         any
record searches for financing statements that Lender may require.


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 25
	Article 5	08-13	© 2013 Fannie Mae



     


    

 


(2)         Borrower
hereby authorizes Lender to file any financing statements, continuation statements, termination statements, and amendments (including
an “all assets” or “all personal property” collateral description or words of similar import) in form and substance
as Lender may require in order to protect and preserve Lender’s lien priority and security interest in the Mortgaged Property (and
to the extent Lender has filed any such financing statements, continuation statements, or amendments prior to the Effective Date,
such filings by Lender are hereby authorized and ratified by Borrower).


 


(f)          Loan
Document Taxes.


 


Borrower
shall pay, on demand, any transfer taxes, documentary taxes, assessments, or charges made by any Governmental Authority in connection
with the execution, delivery, recordation, filing, registration, perfection, or enforcement of any of the Loan Documents or the
Mortgage Loan.


 


ARTICLE 6 -
PROPERTY USE, PRESERVATION, AND MAINTENANCE


 


Section 6.01         Representations
and Warranties.


 


The representations
and warranties made by Borrower to Lender in this Section 6.01 are made as of the Effective Date and are true and correct except
as disclosed on the Exceptions to Representations and Warranties Schedule.


 


(a)          Compliance
with Law; Permits and Licenses.


 


(1)         To
Borrower’s knowledge, all improvements to the Land and the use of the Mortgaged Property comply with all applicable laws, ordinances,
statutes, rules, and regulations, including all applicable statutes, rules, and regulations pertaining to requirements for equal
opportunity, anti-discrimination, fair housing, rent control, and environmental protection, and Borrower has no knowledge of any
action or proceeding (or threatened action or proceeding) regarding noncompliance or nonconformity with any of the foregoing.


 


(2)         To
Borrower’s knowledge, there is no evidence of any illegal activities on the Mortgaged Property.


 


(3)         To
Borrower’s knowledge, no permits or approvals from any Governmental Authority, other than those previously obtained and furnished
to Lender, are necessary for the commencement and completion of the Repairs or Replacements, as applicable, other than those permits
or approvals which will be timely obtained in the ordinary course of business.


 


(4)         All
required permits, licenses, and certificates to comply with all zoning and land use statutes, laws, ordinances, rules, and regulations,
and all applicable health, fire, safety, and building codes, and for the lawful use and operation of the Mortgaged Property,
including certificates of occupancy, apartment licenses, or the equivalent, have been obtained and are in full force and effect.


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 26
	Article 5	08-13	© 2013 Fannie Mae



     


    

  


(5)         No
portion of the Mortgaged Property has been purchased with the proceeds of any illegal activity.


 


(b)          Property
Characteristics.


 


(1)         The
Mortgaged Property contains not less than:


 


(A)         the
Property Square Footage;


 


(B)         the
Total Parking Spaces; and


 


(C)         the
Total Residential Units.


 


(2)         No
part of the Land is included or assessed under or as part of another tax lot or parcel, and no part of any other property is included
or assessed under or as part of the tax lot or parcels for the Land.


 


(c)          Property
Ownership.


 


Borrower is sole owner or ground lessee of the Mortgaged
Property.


 


(d)          Condition
of the Mortgaged Property.


 


(1)         Borrower
has not made any claims, and to the knowledge of Borrower no claims have been made, against any contractor, engineer, architect,
or other party with respect to the construction or condition of the Mortgaged Property or the existence of any structural or other
material defect therein; and


 


(2)         neither
the Land nor the Improvements has sustained any damage other than damage which has been fully repaired, or is fully insured
and is being repaired in the ordinary course of business.


 


(e)          Personal
Property.


 


Borrower
owns (or, to the extent disclosed on the Exceptions to Representations and Warranties Schedule, leases) all of the Personal Property
that is material to and is used in connection with the management, ownership, and operation of the Mortgaged Property.


 


Section 6.02         Covenants


 


(a)          Use
of Property.


 


From and after the Effective
Date, Borrower shall not, unless required by applicable law or Governmental Authority:


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 27
	Article 6	08-13	© 2013 Fannie Mae



     


    

 


(1)         allow
changes in the use of all or any part of the Mortgaged Property;


 


(2)         convert
any individual dwelling units or common areas to commercial use;


 


(3)         initiate
or acquiesce in a change in the zoning classification of the Land;


 


(4)         establish
any condominium or cooperative regime with respect to the Mortgaged Property;


 


(5)         subdivide
the Land; or


 


(6)         suffer,
permit, or initiate the joint assessment of any Mortgaged Property with any other real property constituting a tax lot separate
from such Mortgaged Property which could cause the part of the Land to be included or assessed under or as part of another tax
lot or parcel, or any part of any other property to be included or assessed under or as part of the tax lot or parcels for the
Land.


 


(b)          Property
Maintenance.


 


Borrower shall:


 


(1)         pay
the expenses of operating, managing, maintaining, and repairing the Mortgaged Property (including insurance premiums, utilities,
Repairs, and Replacements) before the last date upon which each such payment may be made without any penalty or interest charge
being added;


 


(2)         keep
the Mortgaged Property in good repair and marketable condition (ordinary wear and tear excepted) (including the replacement of
Personalty and Fixtures with items of equal or better function and quality) and subject to Section 9.03(b)(3) and Section 10.03(d)
restore or repair promptly, in a good and workmanlike manner, any damaged part of the Mortgaged Property to the equivalent of its
original condition or condition immediately prior to the damage (if improved after the Effective Date), whether or not insurance
proceeds are or any condemnation award is available to cover any costs of such restoration or repair;


 


(3)         commence
all Required Repairs, Additional Lender Repairs, and Additional Lender Replacements as follows:


 


(A)         with
respect to any Required Repairs, promptly following the Effective Date (subject to Force Majeure, if applicable), in accordance
with the timelines set forth on the Required Repair Schedule, or if no timelines are provided, as soon as practical following the
Effective Date;


 


(B)         with
respect to Additional Lender Repairs, in the event that Lender reasonably determines that Additional Lender Repairs are necessary
from time to time or pursuant to Section 6.03(c), promptly following Lender’s written notice of such Additional Lender Repairs
(subject to Force Majeure, if applicable), commence any such Additional Lender Repairs in accordance with Lender’s timelines, or
if no timelines are provided, as soon as reasonably practical;


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 28
	Article 6	08-13	© 2013 Fannie Mae



     


    

  


(C)         with
respect to Additional Lender Replacements, in the event that Lender reasonably determines that Additional Lender Replacements are
necessary from time to time or pursuant to Section 6.03(c), promptly following Lender’s written notice of such Additional Lender
Replacements (subject to Force Majeure, if applicable), commence any such Additional Lender Replacements in accordance with Lender’s
timelines, or if no timelines are provided, as soon as reasonably practical;


 


(4)         make, construct, install, diligently perform,
and complete all Replacements and Repairs:


 


(A)         in
a good and workmanlike manner as soon as practicable following the commencement thereof, free and clear of any Liens, including
mechanics’ or materialmen’s liens and encumbrances (except for Permitted Encumbrances and mechanics’ or materialmen’s liens which
attach automatically under the laws of any Governmental Authority upon the commencement of any work upon, or delivery of any materials
to, the Mortgaged Property and for which Borrower is not delinquent in the payment for any such work or materials) provided,
nothing herein shall require Borrower to pay for any work or materials so long as Borrower in good faith and at its own expense
and by proper legal proceedings is diligently contesting the validity, amount or application of such work or materials and at the
time of commencement of the proceeding and during the pendency thereof (i) no Mortgaged Property will be in material danger of
being sold, forfeited or lost, as determined by Lender, (ii) Borrower shall furnish such security as may be required in such proceeding
or as may be reasonably requested by Lender to insure the payment of the amounts contested and (iii) such contest operates to suspend
collection or enforcement of the contested amount, as applicable;


 


(B)         in
accordance with all applicable laws, ordinances, rules, and regulations of any Governmental Authority, including applicable building
codes, special use permits, and environmental regulations;


 


(C)         in
accordance with all applicable insurance and bonding requirements; and


 


(D)         within
all timeframes required by Lender, and Borrower acknowledges that it shall be an Event of Default if Borrower abandons or ceases
work on any Repair at any time prior to the completion of the Repairs for a period of longer than twenty (20) days (except when
Force Majeure exists and Borrower is diligently pursuing the reinstitution of such work, provided, however, any such abandonment
or cessation shall not in any event allow the Repair to be completed after the Completion Period, subject to Force Majeure); and


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 29
	Article 6	08-13	© 2013 Fannie Mae



     


    

  


(5)         subject
to the terms of Section 6.03(a) provide for professional management of the Mortgaged Property by a residential rental property
manager reasonably satisfactory to Lender under a contract approved by Lender in writing;


 


(6)         give
written notice to Lender of, and, unless otherwise directed in writing by Lender, appear in and defend any action or proceeding
purporting to affect the Mortgaged Property, Lender’s security for the Mortgage Loan, or Lender’s rights under this Loan Agreement;
and


 


(7)         upon
Lender’s written request, submit to Lender any contracts or work orders described in Section 13.02(b).


 


(c)          Property
Preservation.


 


Borrower shall:


 


(1)         not
commit waste or abandon or (ordinary wear and tear excepted) permit impairment or deterioration of the Mortgaged Property;


 


(2)         except
as otherwise permitted herein in connection with Repairs and Replacements, not remove, demolish, or alter the Mortgaged Property
or any part of the Mortgaged Property (or permit any tenant or any other person to do the same) except in connection with the
replacement of tangible Personalty or Fixtures (provided such Personalty and Fixtures are replaced with items of equal or better
function and quality) provided, however, that Borrower may make alterations and additions to the Mortgaged Property to renovate
or upgrade commercial space, shared amenities or multifamily residential units, provided that (1) such alterations and additions
are completed in a lien free and good and workmanlike manner in accordance with applicable laws and the provisions of this Loan
Agreement, (2) neither the performance nor completion of the alterations or additions (A) affects the structural integrity of
the Mortgaged Property or the occupancy of the Mortgaged Property, (B) changes unit configurations, or (C) reduces the total number
of units, and (3) the aggregate costs of all such alterations and additions ongoing during any one year, does not exceed $500,000;
provided, nothing herein shall require Borrower to pay for any alterations and additions so long as Borrower in good faith
and at its own expense and by proper legal proceedings is diligently contesting the validity, amount or application of such alterations
and additions and at the time of commencement of the proceeding and during the pendency thereof (i) no Lien has been or is filed
against the Mortgaged Property, (ii) no Mortgaged Property will be in material danger of being sold, forfeited or lost as determined
by Lender, (iii) Borrower shall furnish such security as may be required in such proceeding or as may be reasonably requested
by Lender to insure the payment of the amounts contested and (iv) such contest operates to suspend collection or enforcement of
the contested amount, as applicable;


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 30
	Article 6	08-13	© 2013 Fannie Mae



     


    

 


(3)         not
engage in or knowingly permit, and shall take appropriate measures to prevent and abate or cease and desist, any illegal activities
at the Mortgaged Property that could endanger tenants or visitors, result in damage to the Mortgaged Property, result in
forfeiture of the Land or otherwise materially impair the lien created by the Security Instrument or Lender’s interest in the
Mortgaged Property;


 


(4)         not
permit any condition to exist on the Mortgaged Property that would invalidate any part of any insurance coverage required by this
Loan Agreement; or


 


(5)         not
subject the Mortgaged Property to any voluntary, elective, or non-compulsory tax lien or assessment (or opt in to any voluntary,
elective, or non-compulsory special tax district or similar regime).


 


(d)          Property
Inspections.


 


Borrower shall:


 


(1)         permit
Lender, its agents, representatives, and designees to enter upon and inspect the Mortgaged Property (including in connection with
any Replacement or Repair, or to conduct any Environmental Inspection pursuant to the Environmental Indemnity Agreement), and shall
cooperate and provide access to all areas of the Mortgaged Property (subject to the rights of tenants under the Leases):


 


(A)         during
normal business hours;


 


(B)         at
such other reasonable time upon reasonable notice of not less than one (1) Business Day;


 


(C)         at
any time when exigent circumstances exist; or


 


(D)         at
any time after an Event of Default has occurred and is continuing; and


 


(2)         pay
for reasonable costs or expenses incurred by Lender or its agents in connection with any such inspections.


 


(e)          Compliance
with Laws.


 


Borrower shall:


 


(1)         comply
with all laws, ordinances, statutes, rules, and regulations of any Governmental Authority and all recorded lawful covenants and
agreements relating to or affecting the Mortgaged Property, including all laws, ordinances, statutes, rules and regulations, and
covenants pertaining to construction of improvements on the Land, fair housing, and requirements for equal opportunity, anti-discrimination,
environmental protection, and Leases;


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 31
	Article 6	08-13	© 2013 Fannie Mae



     


    

 


(2)         maintain
all required permits, licenses, and certificates necessary to comply with all zoning and land use statutes, laws, ordinances, rules
and regulations, and all applicable health, fire, safety, and building codes and for the lawful use and operation of the Mortgaged
Property, including certificates of occupancy, apartment licenses, or the equivalent;


 


(3)         comply
with all applicable laws that pertain to the maintenance and disposition of tenant security deposits;


 


(4)         at
all times maintain records sufficient to demonstrate compliance with the provisions of this Section 6.02(e); and


 


(5)         promptly
after receipt or notification thereof, provide Lender copies of any building code or zoning violation from any Governmental Authority
with respect to the Mortgaged Property.


 


Section 6.03         Mortgage
Loan Administration Matters Regarding the Property.


 


(a)          Property
Management.


 


From and
after the Effective Date, each property manager and each property management agreement must be reasonably approved by Lender. If,
in connection with the making of the Mortgage Loan, or at any later date, Lender waives in writing the requirement that
Borrower enter into a written contract for management of the Mortgaged Property, and Borrower later elects to enter into a written
contract or change the management of the Mortgaged Property, such new property manager or the property management agreement must
be approved by Lender, acting reasonably. As a condition to any approval by Lender, Lender may require that Borrower and such new
property manager enter into a collateral assignment of the property management agreement on a form approved by Lender.


 


(b)          Subordination
of Fees to Affiliated Property Managers.


 


Any property
manager that is a Borrower Affiliate to whom fees are payable for the management of the Mortgaged Property must enter into an assignment
of management agreement or other agreement with Lender, in a form approved by Lender, providing for subordination of those fees
and such other provisions as Lender may require.


 


(c)          Physical
Needs Assessment.


 


If,
in connection with any inspection of the Mortgaged Property, Lender determines that the condition of the Mortgaged Property
has deteriorated (ordinary wear and tear excepted) since the Effective Date, Lender may obtain, at Borrower’s expense, a physical
needs assessment of the Mortgaged Property. Lender’s right to obtain a physical needs assessment pursuant to this Section 6.03(c)
shall be in addition to any other rights available to Lender under this Loan Agreement in connection with any such deterioration.
Any such inspection or physical needs assessment may result in Lender requiring Additional Lender Repairs or Additional Lender
Replacements as further described in Section 13.02(a)(9)(B).


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 32
	Article 6	08-13	© 2013 Fannie Mae



     


    

  


ARTICLE 7 -
LEASES AND RENTS


 


Section 7.01         Representations
and Warranties.


 


The representations
and warranties made by Borrower to Lender in this Section 7.01 are made as of the Effective Date and are true and correct except
as disclosed on the Exceptions to Representations and Warranties Schedule.


 


(a)          Prior
Assignment of Rents.


 


Borrower has not executed any:


 


(1)         prior
assignment of Rents (other than an assignment of Rents securing prior indebtedness that has been paid off and discharged or will
be paid off and discharged with the proceeds of the Mortgage Loan); or


 


(2)         instrument
which would prevent Lender from exercising its rights under this Loan Agreement or the Security Instrument.


 


(b)          Prepaid
Rents.


 


Borrower
has not accepted, and does not expect to receive prepayment of, any Rents for more than two (2) months prior to the due dates of
such Rents. Notwithstanding the foregoing, Borrower may accept up to five percent (5%) of Rents more than two (2) months prior
to, but not more than twelve (12) months prior to, the due date of such Rents, provided that such prepaid Rents shall not be recorded
as income or distributed to Borrower’s partners until such Rents are actually earned.


 


Section 7.02         Covenants.


 


(a)          Leases.


 


Borrower shall:


 


(1)         comply
with and observe Borrower’s obligations under all Leases, including Borrower’s obligations pertaining to the maintenance and disposition
of tenant security deposits;


 


(2)         surrender
possession of the Mortgaged Property, including all Leases and all security deposits and prepaid Rents, immediately upon appointment
of a receiver or Lender’s entry upon and taking of possession and control of the Mortgaged Property, as applicable;


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 33
	Article 7	08-13	© 2013 Fannie Mae



     


    

  


(3)         require
that all Residential Leases have initial lease terms of not less than six (6) months and not more than twenty-four (24) months
(provided, however, that up to ten percent (10%) of the Residential Leases may have terms of less than six (6) months but not less
than one (1) month and, if customary in the applicable market for properties comparable to the Mortgaged Property, Residential
Leases with terms of less than six (6) months (but in no case less than one (1) month) may
be permitted with Lender’s prior written consent);


 


(4)         not
permit any Residential Lease to contain an option to purchase or right of first refusal to purchase or right of first offer to
purchase (except when such option or right is required by applicable law); and


 


(5)         promptly
provide Lender a copy of any non-Residential Lease at the time such Lease is executed (subject to Lender’s consent rights for Material
Commercial Leases in Section 7.02(b)), and, upon Lender’s written request, promptly provide Lender a copy of any Residential Lease
then in effect.


 


(b)          Commercial
Leases.


 


(1)         With
respect to Material Commercial Leases, Borrower shall not:


 


(A)         enter
into any Material Commercial Lease except with the prior written consent of Lender not to be unreasonably withheld, delayed or
conditioned; or


 


(B)         modify
the terms of, extend, or terminate (other than pursuant to the terms of the previously Lender approved Commercial Lease) any Material
Commercial Lease (including any Material Commercial Lease in existence on the Effective Date) without the prior written consent
of Lender.


 


(2)         With
respect to any non-Material Commercial Lease, Borrower shall not:


 


(A)         enter
into any non-Material Commercial Lease that materially alters the use and type of operation of the premises subject to the Lease
in effect as of the Effective Date or reduces the number or size of residential units at the Mortgaged Property; or


 


(B)         modify
the terms of any non-Material Commercial Lease (including any non-Material Commercial Lease in existence on the Effective Date)
in any way that materially alters the use and type of operation of the premises subject to such non-Material Commercial Lease
in effect as of the Effective Date, reduces the number or size of residential units at the Mortgaged Property, or results
in such non-Material Commercial Lease being deemed a Material Commercial Lease.


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 34
	Article 7	08-13	© 2013 Fannie Mae



     


    

 


(3)         With
respect to any Material Commercial Lease or non-Material Commercial Lease, Borrower shall use commercially reasonable efforts to
cause the applicable tenant to provide within ten (10) Business Days after a request by Borrower, a certificate of estoppel, or
if not provided by tenant within such ten (10) Business Day period, Borrower shall provide such certificate of estoppel, certifying:


 


(A)         that
such Material Commercial Lease or non-Material Commercial Lease is unmodified and in full force and effect (or if there have been
modifications, that such Material Commercial Lease or non-Material Commercial Lease is in full force and effect as modified and
stating the modifications);


 


(B)         the
term of the Lease including any extensions thereto;


 


(C)         the
dates to which the Rent and any other charges hereunder have been paid by tenant;


 


(D)         the
amount of any security deposit delivered to Borrower as landlord;


 


(E)         whether
or not Borrower is in default (or whether any event or condition exists which, with the passage of time, would constitute an event
of default) under such Lease;


 


(F)         the
address to which notices to tenant should be sent; and


 


(G)         any
other information as may be reasonably required by Lender.


 


(c)          Payment
of Rents.


 


Borrower shall:


 


(1)         pay
to Lender upon demand all Rents after an Event of Default has occurred and is continuing;


 


(2)         cooperate
with Lender’s efforts in connection with the assignment of Rents set forth in the Security Instrument; and


 


(3)         not
accept Rent under any Lease (whether residential or non-residential) for more than two (2) months in advance. Notwithstanding the
foregoing, Borrower may accept up to five percent (5%) of Rents more than two (2) months prior to, but not more than twelve (12)
months prior to, the due date of such Rents, provided that such prepaid Rents shall not be recorded as income or distributed to
Borrower’s partners until such Rents are actually earned.


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 35
	Article 7	08-13	© 2013 Fannie Mae



     


    

 


(d)          Assignment
of Rents.


 


Borrower shall not:


 


(1)         perform
any acts and shall not execute any instrument that would prevent Lender from exercising its rights under the assignment of Rents
granted in the Security Instrument or in any other Loan Document; or


 


(2)         interfere
with Lender’s collection of such Rents.


 


(e)          Further
Assignments of Leases and Rents.


 


Borrower
shall execute and deliver any further assignments of Leases and Rents as Lender may reasonably require.


 


(f)          Options
to Purchase by Tenants.


 


No Lease
(whether a Residential Lease or a non-Residential Lease) shall contain an option to purchase, right of first refusal to purchase
or right of first offer to purchase, except as required by applicable law.


 


Section 7.03         Mortgage
Loan Administration Regarding Leases and Rents.


 


(a)          Material
Commercial Lease Requirements.


 


Each Material
Commercial Lease, including any renewal or extension of any Material Commercial Lease in existence as of the Effective Date, shall
provide, directly or pursuant to a subordination, non-disturbance and attornment agreement approved by Lender, that:


 


(1)         the
tenant shall, upon written notice from Lender after the occurrence of an Event of Default, pay all Rents payable under such Lease
to Lender;


 


(2)         such
Lease and all rights of the tenant thereby are expressly subordinate to the lien of the Security Instrument;


 


(3)         the
tenant shall attorn to Lender and any purchaser at a Foreclosure Event (such attornment to be self-executing and effective upon
acquisition of title to the Mortgaged Property by any purchaser at a Foreclosure Event or by Lender in any manner);


 


(4)         the
tenant agrees to execute such further evidences of attornment as Lender or any purchaser at a Foreclosure Event may from time to
time request; and


 


(5)         such
Lease shall not terminate as a result of a Foreclosure Event unless Lender or any other purchaser at such Foreclosure Event affirmatively
elects to terminate such Lease pursuant to the terms of the subordination, non-disturbance and attornment agreement.


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 36
	Article 7	08-13	© 2013 Fannie Mae



     


    

 


(b)          Residential
Lease Form.


 


All Residential
Leases entered into from and after the Effective Date shall be on forms approved by Lender.


 


ARTICLE 8 - BOOKS AND RECORDS; FINANCIAL
REPORTING


 


Section 8.01         Representations
and Warranties.


 


The representations
and warranties made by Borrower to Lender in this Section 8.01 are made as of the Effective Date and are true and correct except
as disclosed on the Exceptions to Representations and Warranties Schedule.


 


(a)          Financial
Information.


 


To Borrower’s
knowledge, all financial statements and data, including statements of cash flow and income and operating expenses, that have been
delivered to Lender by Borrower or an Affiliate of Borrower in respect of the Mortgaged Property:


 


(1)         are
true, complete, and correct in all material respects; and


 


(2)         accurately
represent the financial condition of the Mortgaged Property as of such date.


 


(b)          No
Change in Facts or Circumstances.


 


All information
in the Loan Application and in all financial statements, rent rolls, reports, certificates, and other documents submitted in connection
with the Loan Application are complete and accurate in all material respects. There has been no material adverse change in any
fact or circumstance that would make any such information incomplete or inaccurate.


 


Section 8.02         Covenants.


 


(a)          Obligation
to Maintain Accurate Books and Records.


 


Borrower
shall keep and maintain at all times at the Mortgaged Property or the property management agent’s offices or Borrower’s General
Business Address and, upon Lender’s written request, shall make available at the Land:


 


(1)         complete
and accurate books of account and records (including copies of supporting bills and invoices) adequate to reflect correctly the
operation of the Mortgaged Property; and


 


(2)         copies
of all written contracts, Leases, and other instruments that affect Borrower or the Mortgaged Property.


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 37
	Article 7	08-13	© 2013 Fannie Mae



     


    

 


(b)          Items
to Furnish to Lender.


 


Borrower
shall furnish to Lender the following, certified as true, complete, and accurate in all material respects as of the date made (and
that no material changes to the financial condition of Borrower (or Guarantor, as applicable) or the Mortgaged Property have occurred
that are not reflected therein), by an individual having authority to bind Borrower (or Guarantor, as applicable), acting in his
or her capacity as an officer of Borrower (or Guarantor, as applicable), all in such form and with such detail as Lender reasonably
requires:


 


(1)         within
forty-five (45) days after the end of each first, second, and third calendar quarter, a statement of income and expenses for Borrower
on a year-to-date basis as of the end of each calendar quarter;


 


(2)         within
one hundred twenty (120) days after the end of each calendar year:


 


(A)         for
any Borrower and any Guarantor that is an entity, a statement of income and expenses and a statement of cash flows for such calendar
year;


 


(B)         for
any Borrower and any Guarantor that is an individual, or a trust established for estate-planning purposes, a personal financial
statement for such calendar year;


 


(C)         when
requested in writing by Lender, balance sheet(s) showing all assets and liabilities of Borrower and Guarantor and a statement of
all contingent liabilities as of the end of such calendar year;


 


(D)         a
written certification ratifying and affirming that:


 


(i)          Borrower
has taken no action in violation of Section 4.02(d) regarding its single asset status;


 


(ii)         Borrower
has received no notice of any building code violation, or if Borrower has received such notice, evidence of remediation or that
Borrower is pursuing remediation;


 


(iii)        Borrower
has made no application for rezoning nor received any notice that the Mortgaged Property has been or is being rezoned; and


 


(iv)        Borrower
has taken no action and has no knowledge of any action that would violate the provisions of Section 11.02(b)(1)(F) regarding
liens encumbering the Mortgaged Property;


 


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


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 38
	Article 8	08-13	© 2013 Fannie Mae



     


    

 


(F)         written
confirmation of:


 


(i)          any
changes occurring since the Effective Date (or that no such changes have occurred since the Effective Date) in (1) the direct
owners of Borrower, (2) the indirect owners (and any non-member managers) of Borrower that Control Borrower (excluding any Publicly-Held Corporations or Publicly-Held Trusts), or (3) the indirect owners of Borrower that hold twenty-five percent (25%) or more
of the ownership interests in Borrower (excluding any Publicly-Held Corporations or Publicly-Held Trusts), and their respective
interests, provided; however, that Borrower shall not be required to identify the owners of any direct or indirect ownership interests
in BREP other than the general partners of BREP;


 


(ii)         the
names of all officers and directors of (1) any Borrower which is a corporation, (2) any corporation which is a general partner
of any Borrower which is a partnership, or (3) any corporation which is the managing member or non-member manager of any Borrower
which is a limited liability company; and


 


(iii)        the
names of all managers who are not members of (1) any Borrower which is a limited liability company, (2) any limited liability company
which is a general partner of any Borrower which is a partnership, or (3) any limited liability company which is the managing member
or non-member manager of any Borrower which is a limited liability company; and


 


(G)         if
not already provided pursuant to Section 8.02(b)(2)(A) above, a statement of income and expenses for Borrower’s operation of the
Mortgaged Property on a year-to-date basis as of the end of each calendar year;


 


(3)         within
forty-five (45) days after the end of each first, second, and third calendar quarter and within one hundred twenty (120) days after
the end of each calendar year, and at any other time upon Lender’s written request, a rent schedule for the Mortgaged Property
showing the name of each tenant and for each tenant, the space occupied, the lease expiration date, the rent payable for the current
month, the date through which rent has been paid, and any related information requested by Lender; and


 


(4)         upon
Lender’s written request (but, absent an Event of Default, no more frequently than once in any six (6) month period):


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 39
	Article 8	08-13	© 2013 Fannie Mae



     


    

  


(A)         any
item described in Section 8.02(b)(l) or Section 8.02(b)(2) for Borrower, certified as true, complete, and accurate by an individual
having authority to bind Borrower;


 


(B)         a
property management or leasing report for the Mortgaged Property, showing the number of rental applications received from tenants
or prospective tenants and deposits received from tenants or prospective tenants, and any other information requested by Lender;


 


(C)         a
statement of income and expenses for Borrower’s operation of the Mortgaged Property on a year-to-date basis as of the end of each
month for such period as requested by Lender, which statement shall be delivered within thirty (30) days after the end of such
month requested by Lender;


 


(D)         a
statement of real estate owned directly or indirectly by Borrower and Guarantor for such period as requested by Lender, which statement(s)
shall be delivered within thirty (30) days after the end of such month requested by Lender; and


 


(E)         a
statement that identifies:


 


(i)          the
direct owners of Borrower and their respective interests;


 


(ii)         the
indirect owners (and any non-member managers) of Borrower that Control Borrower (excluding any Publicly-Held Corporations or Publicly-Held
Trusts) and their respective interests, provided; however, that Borrower shall not be required to identify the owners of any direct
or indirect ownership interests in BREP other than the general partners of BREP; and


 


(iii)        the
indirect owners of Borrower that hold twenty-five percent (25%) or more of the ownership interests in Borrower (excluding any Publicly-Held
Corporations or Publicly-Held Trusts) and their respective interests, provided; however, that Borrower shall not be required to
identify the owners of any direct or indirect ownership interests in BREP other than the general partners of BREP.


 


(c)          Audited
Financials.


 


In the event
Borrower or Guarantor receives or obtains any audited financial statements and such financial statements are required to be delivered
to Lender under Section 8.02(b), Borrower shall deliver or cause to be delivered to Lender the audited versions of such financial
statements.


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 40
	Article 8	08-13	© 2013 Fannie Mae



     


    

  


(d)          Delivery
of Books and Records.


 


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


 


Section 8.03         Mortgage
Loan Administration Matters Regarding Books and Records and Financial Reporting.


 


(a)          Lender’s
Right to Obtain Audited Books and Records.


 


Lender
may require that Borrower’s or Guarantor’s books and records be audited, at Borrower’s expense, by an independent certified public
accountant selected by Lender in order to produce or audit any statements, schedules, and reports of Borrower, Guarantor, or the
Mortgaged Property required by Section 8.02, if:


 


(1)         Borrower
fails to provide in a timely manner the statements, schedules, and reports required by Section 8.02 and, thereafter, Borrower or
Guarantor fails to provide such statements, schedules, and reports within the cure period provided in Section 14.0l(c); or


 


(2)         the
statements, schedules, and reports submitted to Lender pursuant to Section 8.02 are not full, complete, and accurate in all material
respects as determined by Lender and, thereafter, Borrower or Guarantor fails to provide such statements, schedules, and reports
within the cure period provided in Section 14.0l(c); or


 


(3)         an
Event of Default has occurred and is continuing.


 


Notwithstanding
the foregoing, the ability of Lender to require the delivery of audited financial statements shall be limited to not more than
once per Borrower’s fiscal year so long as no Event of Default has occurred during such fiscal year (or any event which, with the
giving of written notice or the passage of time, or both, would constitute an Event of Default has occurred and is continuing).
Borrower shall cooperate with Lender in order to satisfy the provisions of this Section 8.03(a). All related costs and expenses
of Lender shall become immediately due and payable within ten (10) Business Days after demand therefor.


 


(b)          Credit
Reports; Credit Score.


 


No more
often than once in any twelve (12) month period, Lender is authorized to obtain a credit report (if applicable) on Borrower or
Guarantor, the cost of which report shall be paid by Borrower. Lender is authorized to obtain a Credit Score (if applicable) for
Borrower or Guarantor at any time at Lender’s expense.


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 41
	Article 8	08-13	© 2013 Fannie Mae



     


    

  


ARTICLE 9 -
INSURANCE


 


Section 9.01         Representations
and Warranties.


 


The representations
and warranties made by Borrower to Lender in this Section 9.01 are made as of the Effective Date and are true and correct except
as disclosed on the Exceptions to Representations and Warranties Schedule.


 


(a)          Compliance
with Insurance Requirements.


 


Borrower
is in compliance with Lender’s insurance requirements (or has obtained a written waiver from Lender for any non-compliant coverage)
and has timely paid all premiums on all required insurance policies.


 


(b)          Property
Condition.


 


(1)         The
Mortgaged Property has not been damaged by fire, water, wind, or other cause of loss; or


 


(2)         if
previously damaged, any previous damage to the Mortgaged Property has been repaired and the Mortgaged Property has been fully restored.


 


Section 9.02         Covenants.


 


(a)          Insurance
Requirements.


 


(1)         As
required by Lender and applicable law, and as may be modified from time to time, Borrower shall:


 


(A)         keep
the Improvements insured at all times against any hazards, which insurance shall include coverage against loss by fire and all
other perils insured by the “special causes of loss” coverage form, general boiler and machinery coverage, business income
coverage, and flood (if any of the Improvements are located in an area identified by the Federal Emergency Management Agency (or
any successor) as an area having special flood hazards and to the extent flood insurance is available in that area), and may include
sinkhole insurance, mine subsidence insurance, earthquake insurance, terrorism insurance, windstorm insurance and, if the Mortgaged
Property does not conform to applicable building, zoning, or land use laws, ordinance, and law coverage;


 


(B)         maintain
at all times commercial general liability insurance, workmen’s compensation insurance, and such other liability, errors and omissions,
and fidelity insurance coverage; and


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 42
	Article 9	08-13	© 2013 Fannie Mae



     


    

 


(C)         maintain
builder’s risk and public liability insurance, and other insurance in connection with completing the Repairs or Replacements, as
applicable.


 


(b)          Delivery
of Policies, Renewals, Notices, and Proceeds.


 


Borrower shall:


 


(1)         cause
all insurance policies (including any policies not otherwise required by Lender) which can be endorsed with standard non-contributing,
non-reporting mortgagee clauses making loss payable to Lender (or Lender’s assigns) to be so endorsed;


 


(2)         promptly
deliver to Lender a copy of all renewal and other notices received by Borrower with respect to the policies and all receipts for
paid premiums;


 


(3)         deliver
evidence, in form and content acceptable to Lender, that each required insurance policy under this Article 9 has been renewed not
less than ten (10) days prior to the applicable expiration date, and (if such evidence is other than an original or duplicate original
of a renewal policy) deliver the original or duplicate original of each renewal policy (or such other evidence of insurance as
may be required by or acceptable to Lender) in form and content acceptable to Lender within ninety (90) days after the applicable
expiration date of the original insurance policy;


 


(4)         provide
immediate written notice to the insurance company and to Lender of any event of loss;


 


(5)         execute
such further evidence of assignment of any insurance proceeds as Lender may require; and


 


(6)         provide
immediate written notice to Lender of Borrower’s receipt of any insurance proceeds under any insurance policy required by Section
9.02(a)(l)(A) above and, if requested by Lender, deliver to Lender all of such proceeds received by Borrower to be applied by Lender
in accordance with this Article 9.


 


Section 9.03         Mortgage
Loan Administration Matters Regarding Insurance


 


(a)          Lender’s
Ongoing Insurance Requirements.


 


Borrower
acknowledges that Lender’s insurance requirements may change from time to time. All insurance policies and renewals of insurance
policies required by this Loan Agreement shall be:


 


(1)         in
the form and with the terms required by Lender;


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 43
	Article 9	08-13	© 2013 Fannie Mae



     


    

 


(2)         in
such amounts, with such maximum deductibles and for such periods required by Lender; and


 


(3)         issued
by insurance companies satisfactory to Lender.


 


BORROWER
ACKNOWLEDGES THAT ANY FAILURE OF BORROWER TO COMPLY WITH THE REQUIREMENTS SET FORTH IN SECTION 9.02(a) OR SECTION 9.02(b)(3) ABOVE
SHALL PERMIT LENDER TO PURCHASE THE APPLICABLE INSURANCE AT BORROWER’S COST. SUCH INSURANCE MAY, BUT NEED NOT, PROTECT BORROWER’S
INTERESTS. THE COVERAGE THAT LENDER PURCHASES MAY NOT PAY ANY CLAIM THAT BORROWER MAKES OR ANY CLAIM THAT IS MADE AGAINST BORROWER
IN CONNECTION WITH THE MORTGAGED PROPERTY. IF LENDER PURCHASES INSURANCE FOR THE MORTGAGED PROPERTY AS PERMITTED HEREUNDER, BORROWER
WILL BE RESPONSIBLE FOR THE COSTS OF THAT INSURANCE, INCLUDING INTEREST AT THE DEFAULT RATE AND ANY OTHER CHARGES LENDER MAY IMPOSE
IN CONNECTION WITH THE PLACEMENT OF THE INSURANCE UNTIL THE EFFECTIVE DATE OF THE CANCELLATION OR THE EXPIRATION OF THE INSURANCE.
THE COSTS OF THE INSURANCE SHALL BE ADDED TO BORROWER’S TOTAL OUTSTANDING BALANCE OR OBLIGATION AND SHALL CONSTITUTE ADDITIONAL
INDEBTEDNESS. THE COSTS OF THE INSURANCE MAY BE MORE THAN THE COST OF INSURANCE BORROWER MAY BE ABLE TO OBTAIN ON ITS OWN. BORROWER
MAY LATER CANCEL ANY INSURANCE PURCHASED BY LENDER, BUT ONLY AFTER PROVIDING EVIDENCE THAT BORROWER HAS OBTAINED INSURANCE AS REQUIRED
BY THIS LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS.


 


(b)          Application
of Proceeds on Event of Loss.


 


(1)         Upon
an event of loss, Lender may, at Lender’s option:


 


(A)         hold
such proceeds to be applied to reimburse Borrower for the cost of Restoration (in accordance with Lender’s then-current policies
relating to the restoration of casualty damage on similar multifamily residential properties); or


 


(B)         apply
such proceeds to the payment of the Indebtedness, whether or not then due; provided, however, Lender shall not apply insurance
proceeds to the payment of the Indebtedness and shall permit Restoration pursuant to Section 9.03(b)(1)(A) if all of the following
conditions are met:


 


(i)          no
Event of Default has occurred and is continuing (or any event which, with the giving of written notice or the passage of time,
or both, would constitute an Event of Default has occurred and is continuing);


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 44
	Article 9	08-13	© 2013 Fannie Mae



     


    

 


(ii)         Lender
determines that the combination of insurance proceeds and amounts provided by Borrower will be sufficient funds to complete the
Restoration;


 


(iii)        Lender
determines that the net operating income generated by the Mortgaged Property after completion of the Restoration will be sufficient
to support a debt service coverage ratio not less than the debt service coverage ratio immediately prior to the event of loss,
but in no event less than 1.0x (the debt service coverage ratio shall be calculated on a thirty (30) year amortizing basis (if
applicable, on a proforma basis approved by Lender) in all events and
shall include all operating costs and other expenses, Imposition Deposits, deposits to Collateral Accounts, and Mortgage Loan
repayment obligations);


 


(iv)        Lender
determines that the Restoration will be completed before the earlier of (1) one year before the stated Maturity Date, or (2) one
year after the date of the loss or casualty; and


 


(v)         Borrower
provides Lender, upon written request, evidence of the availability during and after the Restoration of the insurance required
to be maintained by Borrower pursuant to this Loan Agreement.


 


After the
completion of Restoration in accordance with the above requirements, as determined by Lender, the balance, if any, of such proceeds
shall be returned to Borrower.


 


(2)         Notwithstanding
the foregoing, if any loss is estimated to be in an amount equal to or less than $250,000, Lender shall not exercise its rights
and remedies as power-of-attorney herein and shall allow Borrower to make proof of loss, to adjust and compromise any claims under
policies of property damage insurance, to appear in and prosecute any action arising from such policies of property damage insurance,
and to collect and receive the proceeds of property damage insurance; provided that each of the following conditions
shall be satisfied:


 


(A)         Borrower
shall immediately notify Lender of the casualty giving rise to the claim;


 


(B)         no
Event of Default has occurred and is continuing (or any event which, with the giving of written notice or the passage of time,
or both, would constitute an Event of Default has occurred and is continuing);


 


(C)         the
Restoration will be completed before the earlier of (i) one year before the stated Maturity Date, or (ii) one year after the date
of the loss or casualty;


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 45
	Article 9	08-13	© 2013 Fannie Mae



     


    

 


(D)         Lender
determines that the combination of insurance proceeds and amounts provided by Borrower will be sufficient funds to complete the
Restoration;


 


(E)         all
proceeds of property damage insurance shall be issued in the form of joint checks to Borrower and Lender;


 


(F)         all
proceeds of property damage insurance shall be applied to the Restoration;


 


(G)         Borrower
shall deliver to Lender evidence satisfactory to Lender of completion of the Restoration and obtainment of all lien releases;


 


(H)         Borrower
shall have complied to Lender’s satisfaction with the foregoing requirements on any prior claims subject to this provision, if
any; and


 


(I)         Lender
shall have the right to inspect the Mortgaged Property (subject to the rights of tenants under the Leases).


 


(3)         If
Lender elects to apply insurance proceeds to the Indebtedness in accordance with the terms of this Loan Agreement, Borrower shall
not be obligated to restore or repair the Mortgaged Property. Rather, Borrower shall restrict access to the damaged portion of
the Mortgaged Property and, at its expense and regardless of whether such costs are covered by insurance, clean up any debris resulting
from the casualty event, and, if required or otherwise permitted by Lender, demolish or raze any remaining part of the damaged
Mortgaged Property to the extent necessary to keep and maintain the Mortgaged Property in a safe, habitable, and marketable condition.
Nothing in this Section 9.03(b) shall affect any of Lender’s remedial rights against Borrower in connection with a breach by Borrower
of any of its obligations under this Loan Agreement or under any Loan Document, including any failure to timely pay Monthly Debt
Service Payments or maintain the insurance coverage(s) required by this Loan Agreement.


 


(c)          Payment
Obligations Unaffected.


 


The
application of any insurance proceeds to the Indebtedness shall not extend or postpone the Maturity Date, or the due date or
the full payment of any Monthly Debt Service Payment, Monthly Replacement Reserve Deposit, or any other installments referred
to in this Loan Agreement or in any other Loan Document. Notwithstanding the foregoing, if Lender applies insurance proceeds
to the Indebtedness in connection with a casualty of less than the entire Mortgaged Property, and after such application of
proceeds the debt service coverage ratio (as determined by Lender) is less than l.25x based on the then-applicable Monthly
Debt Service Payment and the anticipated on-going net operating income of the Mortgaged Property after such casualty event,
then Lender may, at its discretion, permit an adjustment to the Monthly Debt Service Payments that become due and owing
thereafter, based on Lender’s then-current underwriting requirements. In no event shall
the preceding sentence obligate Lender to make any adjustment to the Monthly Debt Service Payments.


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 46
	Article 9	08-13	© 2013 Fannie Mae



     


    

 


(d)          Foreclosure
Sale.


 


If the Mortgaged
Property is transferred pursuant to a Foreclosure Event or Lender otherwise acquires title to the Mortgaged Property, Borrower
acknowledges that Lender shall automatically succeed to all rights of Borrower in and to any insurance policies and unearned insurance
premiums applicable to the Mortgaged Property and in and to the proceeds resulting from any damage to the Mortgaged Property prior
to such Foreclosure Event or such acquisition.


 


(e)          Appointment
of Lender as Attorney-In-Fact.


 


Borrower hereby
authorizes and appoints Lender as attorney-in-fact pursuant to Section 14.03(c).


 


ARTICLE 10 - CONDEMNATION


 


Section 10.01         Representations
and Warranties.


 


The representations
and warranties made by Borrower to Lender in this Section 10.01 are made as of the Effective Date and are true and correct except
as disclosed on the Exceptions to Representations and Warranties Schedule.


 


(a)          Prior
Condemnation Action.


 


No part of the Mortgaged Property has been taken
in connection with a Condemnation Action.


 


(b)          Pending
Condemnation Actions.


 


No Condemnation Action is pending nor, to Borrower’s knowledge,
is threatened for the partial or total condemnation or taking of the Mortgaged Property.


 


Section 10.02       Covenants.


 


(a)          Notice
of Condemnation.


 


Borrower shall:


 


(1)         promptly
notify Lender of any Condemnation Action of which Borrower has knowledge;


 


(2)         appear
in and prosecute or defend, at its own cost and expense, any action or proceeding relating to any Condemnation Action, including
any defense of Lender’s interest in the Mortgaged Property tendered to Borrower by Lender, unless otherwise directed by Lender
in writing; and


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 47
	Article 9	08-13	© 2013 Fannie Mae



     


    

 


(3)         execute
such further evidence of assignment of any condemnation award in connection with a Condemnation Action as Lender may require.


 


(b)          Condemnation
Proceeds.


 


Borrower
shall pay to Lender all awards or proceeds of a Condemnation Action promptly upon receipt.


 


Section 10.03         Mortgage
Loan Administration Matters Regarding Condemnation.


 


(a)          Application
of Condemnation Awards.


 


Lender
may apply any awards or proceeds of a Condemnation Action, after the deduction of Lender’s expenses incurred in the collection
of such amounts, to:


 


(1)         the
restoration or repair of the Mortgaged Property, if applicable;


 


(2)         the
payment of the Indebtedness, with the balance, if any, paid to Borrower; or


 


(3)         Borrower.


 


(b)          Payment
Obligations Unaffected.


 


The application
of any awards or proceeds of a Condemnation Action to the Indebtedness shall not extend or postpone the Maturity Date, or the due
date or the full payment of any Monthly Debt Service Payment, Monthly Replacement Reserve Deposit, or any other installments referred
to in this Loan Agreement or in any other Loan Document.


 


(c)          Appointment
of Lender as Attorney-In-Fact.


 


Borrower
hereby authorizes and appoints Lender as attorney-in-fact pursuant to Section 14.03(c).


 


(d)          Preservation
of Mortgaged Property.


 


If
a Condemnation Action results in or from damage to the Mortgaged Property and Lender elects to apply the proceeds or awards from
such Condemnation Action to the Indebtedness in accordance with the terms of this Loan Agreement, Borrower shall not be obligated
to restore or repair the Mortgaged Property. Rather, Borrower shall restrict access to any portion of the Mortgaged Property which
has been damaged or destroyed in connection with such Condemnation Action and, at Borrower’s expense and regardless of whether
such costs are covered by insurance, clean up any debris resulting in or from the Condemnation Action, and, if required by any
Governmental Authority or otherwise permitted by Lender, demolish or raze any remaining part of the damaged Mortgaged Property
to the extent necessary to keep and maintain the Mortgaged Property in a safe, habitable, and marketable condition. Nothing in
this Section 10.03(d) shall affect any of Lender’s remedial rights against Borrower in connection with a breach by Borrower of
any of its obligations under this Loan Agreement or under any Loan Document, including any failure to timely pay Monthly Debt Service
Payments or maintain the insurance coverage(s) required by this Loan Agreement.


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 48
	Article 10	08-13	© 2013 Fannie Mae



     


    

 


ARTICLE 11 -
LIENS, TRANSFERS, AND ASSUMPTIONS


 


Section 11.01       Representations
and Warranties.


 


The representations
and warranties made by Borrower to Lender in this Section 11.01 are made as of the Effective Date and are true and correct except
as disclosed on the Exceptions to Representations and Warranties Schedule.


 


(a)          No
Labor or Materialmen’s Claims.


 


All parties
furnishing labor and materials on behalf of Borrower have been paid in full. There are no mechanics’ or materialmen’s liens (whether
filed or unfiled) outstanding for work, labor, or materials (and no claims or work outstanding that under applicable law could
give rise to any such mechanics’ or materialmen’s liens) affecting the Mortgaged Property, whether prior to, equal with, or subordinate
to the lien of the Security Instrument.


 


(b)          No
Other Interests.


 


No Person:


 


(1)         other
than Borrower has any possessory ownership or interest in the Mortgaged Property or right to occupy the same except under and pursuant
to the provisions of existing Leases, the material terms of all such Leases having been previously disclosed in writing to Lender;
nor


 


(2)         has
an option, right of first refusal, or right of first offer (except as required by applicable law) to purchase the Mortgaged Property,
or any interest in the Mortgaged Property.


 


Section 11.02       Covenants.


 


(a)          Liens;
Encumbrances.


 


Borrower
shall not permit the grant, creation, or existence of any Lien, whether voluntary, involuntary, or by operation of law, on all
or any portion of the Mortgaged Property (including any voluntary, elective, or non-compulsory tax lien or assessment pursuant
to a voluntary, elective, or non-compulsory special tax district or similar regime) other than:


 


(1)         Permitted
Encumbrances;


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 49
	Article 11	08-13	© 2013 Fannie Mae



     


    

 


(2)         the
creation of any tax lien, municipal lien, utility lien, mechanics’ lien, materialmen’s lien, or judgment lien against the Mortgaged
Property if bonded off, released of record, or otherwise remedied to Lender’s satisfaction within sixty (60) days after the earlier
of the date Borrower has actual notice or constructive notice of the existence of such lien, or the creation of any mechanics’
or materialmen’s liens which attach automatically under the laws of any Governmental Authority upon the commencement of any work
upon, or delivery of any materials to, the Mortgaged Property and for which Borrower is not delinquent in the payment for any
such work or materials; and


 


(3)         the
lien created by the Loan Documents.


 


(b)          Transfers.


 


(1)         Mortgaged
Property.


 


Borrower
shall not Transfer, or cause or permit a Transfer of, all or any part of the Mortgaged Property (including any interest in the
Mortgaged Property) other than:


 


(A)         a
Transfer to which Lender has consented in writing;


 


(B)         Leases
permitted pursuant to the Loan Documents;


 


(C)         [reserved];


 


(D)         a
Transfer of obsolete or worn out Personalty or Fixtures that are contemporaneously replaced by items of equal or better function
and quality which are free of Liens (other than those created by the Loan Documents);


 


(E)         the
grant of an easement, right of way, servitude, or restrictive covenant to which Lender has consented, and Borrower has paid to
Lender, upon demand, all costs and expenses incurred by Lender in connection with reviewing Borrower’s request;


 


(F)         a
lien permitted pursuant to Section 1l.02(a) of this Loan Agreement; or


 


(G)         the
conveyance of the Mortgaged Property following a Foreclosure


Event.


 


(2)         Interests
in Borrower, Key Principal, or Guarantor.


 


Other than a Transfer to which
Lender has consented in writing, Borrower shall not Transfer, or cause or permit to be Transferred:


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 50
	Article 11	08-13	© 2013 Fannie Mae



     


    

 


(A)         any
direct or indirect ownership interest in Borrower, Key Principal, or Guarantor (if applicable) if such Transfer would cause a change
in Control;


 


(B)         a
direct or indirect Restricted Ownership Interest in Borrower, Key Principal, or Guarantor (if applicable);


 


(C)         fifty
percent (50%) or more of Key Principal’s or Guarantor’s direct or indirect ownership interests in Borrower that existed on the
Effective Date (individually or on an aggregate basis);


 


(D)         the
economic benefits or rights to cash flows attributable to any ownership interests in Borrower, Key Principal, or Guarantor (if
applicable) separate from the Transfer of the underlying ownership interests if the Transfer of the underlying ownership interest
is prohibited by this Loan Agreement; or


 


(E)         a
Transfer to a new key principal or new guarantor (if such new key principal or guarantor is an entity), which entity has an organizational
existence termination date that ends before the Maturity Date.


 


Notwithstanding
the foregoing, if any direct or indirect ownership interests in Borrower, Key Principal, or Guarantor are owned by a Publicly-Held
Corporation or a Publicly-Held Trust, a Transfer of any ownership interests in such Publicly-Held Corporation or Publicly-Held
Trust shall not be prohibited under this Loan Agreement as long as (i) such Transfer does not result in a conversion of such Publicly-Held
Corporation or Publicly-Held Trust to a privately held entity, and (ii) Borrower provides written notice to Lender not later than
thirty (30) days thereafter of any such Transfer that results in any Person owning ten percent (10%) or more of the ownership interests
in such Publicly-Held Corporation or Publicly-Held Trust.


 


(3)         Name
Change or Entity Conversion.


 


Lender
shall consent to Borrower changing its name, changing its jurisdiction of organization, or converting from one type of legal entity
into another type of legal entity for any lawful purpose, provided that Borrower shall not be permitted to convert to a Delaware
Statutory Trust, and provided further that:


 


(A)         Lender
receives written notice at least thirty (30) days prior to such change or conversion, which notice shall include organizational
charts that reflect the structure of Borrower both prior to and subsequent to such name change or entity conversion;


 


(B)         such
Transfer is not otherwise prohibited under the provisions of Section 11.02(b)(2);


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 51
	Article 11	08-13	© 2013 Fannie Mae



     


    

 


(C)         Borrower
executes an amendment to this Loan Agreement and any other Loan Documents required by Lender documenting the name change or entity
conversion;


 


(D)         Borrower
agrees and acknowledges, at Borrower’s expense, that (i) Borrower will execute and record in the land records any instrument required
by the Property Jurisdiction to be recorded to evidence such name change or entity conversion (or provide Lender with written confirmation
from the title company (via electronic mail or letter) that no such instrument is required), (ii) Borrower will execute any documents
required by Lender, including the amendment to this Loan Agreement, and allow such documents to be recorded or filed in the land
records of the Property Jurisdiction, (iii) Lender will obtain a “date down” endorsement to the Lender’s Loan Policy
(or obtain a new Loan Policy if a “date down” endorsement is not available in the Property Jurisdiction), evidencing
title to the Mortgaged Property being in the name of the successor entity and the Lien of the Security Instrument against the Mortgaged
Property, and (iv) Lender will file any required UCC-3 financing statement and make any other filing deemed necessary to maintain
the priority of its Liens in the Mortgaged Property; and


 


(E)         no
later than ten (10) days subsequent to such name change or entity conversion, Borrower shall provide Lender (i) the documentation
filed with the appropriate office in Borrower’s state of formation evidencing such name change or entity conversion, (ii) copies
of the organizational documents of Borrower, including any amendments, filed with the appropriate office in Borrower’s state of
formation reflecting the post-conversion Borrower name, form of organization, and structure, and (iii) if available, new certificates
of good standing or valid formation for Borrower.


 


(c)          No
Other Indebtedness.


 


Other
than the Mortgage Loan, Borrower shall not incur or be obligated at any time with respect to any loan or other indebtedness (except
trade payables as otherwise permitted in this Loan Agreement), including any indebtedness secured by a Lien on, or the cash flows
from, the Mortgaged Property.


 


(d)          No
Mezzanine Financing.


 


Neither
Borrower nor any direct or indirect owner of Borrower shall: (1) incur any Mezzanine Debt,
other than Permitted Mezzanine Debt, (2) issue any Preferred Equity other than Permitted Preferred Equity, or (3) incur any similar
indebtedness or issue any similar equity.


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 52
	Article 11	08-13	© 2013 Fannie Mae



     


    

 


Section
11.03       Mortgage Loan Administration Matters Regarding Liens, Transfers, and Assumptions


 


(a)          Assumption
of Mortgage Loan.


 


Lender shall
consent to a Transfer of the Mortgaged Property to and an assumption of the Mortgage Loan by a new borrower if each of the following
conditions is satisfied prior to the Transfer:


 


(1)         Borrower
has submitted to Lender all information required by Lender to make the determination required by this Section 11.03(a);


 


(2)         no
Event of Default has occurred and is continuing, and no event which, with the giving of written notice or the passage of time,
or both, would constitute an Event of Default has occurred and is continuing;


 


(3)         Lender
determines that:


 


(A)         the
proposed new borrower, new key principal, and any other new guarantor fully satisfy all of Lender’s then-applicable borrower, key
principal, or guarantor eligibility, credit, management, and other loan underwriting standards, which shall include an analysis
of (i) the previous relationships between Lender and the proposed new borrower, new key principal, new guarantor, and any Person
in Control of them, and the organization of the new borrower, new key principal, and new guarantor (if applicable), and (ii) the
operating and financial performance of the Mortgaged Property, including physical condition and occupancy;


 


(B)         none
of the proposed new borrower, new key principal, and any new guarantor, or any owners of the proposed new borrower, new key principal,
and any new guarantor, are a Prohibited Person; and


 


(C)         none
of the proposed new borrower, new key principal, and any new guarantor (if any of such are entities) shall have an organizational
existence termination date that ends before the Maturity Date;


 


(4)         [reserved];


 


(5)         the
proposed new borrower has:


 


(A)         executed
an assumption agreement acceptable to Lender that, among other things, requires the proposed new borrower to assume and perform
all obligations of Borrower (or any other transferor), and that may require that the new borrower comply with any provisions of
any Loan Document that previously may have been waived by Lender for Borrower, subject to the terms of Section 11.03(g);


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 53
	Article 11	08-13	© 2013 Fannie Mae



     


    

 


(B)         if
required by Lender, delivered to the Title Company for filing and/or recording in all applicable jurisdictions, all applicable
Loan Documents including the assumption agreement to correctly evidence the assumption and the confirmation, continuation, perfection,
and priority of the Liens created hereunder and under the other Loan Documents; and


 


(C)         delivered
to Lender a “date-down” endorsement to the Title Policy acceptable to Lender (or a new title insurance policy if a “date-down”
endorsement is not available);


 


(6)         one
or more individuals or entities acceptable to Lender as new guarantors have executed and delivered to Lender:


 


(A)         an
assumption agreement acceptable to Lender that requires the new guarantor to assume and perform all obligations of Guarantor under
any Guaranty given in connection with the Mortgage Loan; or


 


(B)         a
substitute Non-Recourse Guaranty and other substitute guaranty in a form acceptable to Lender;


 


(7)         Lender
has reviewed and approved the Transfer documents; and


 


(8)         Lender
has received the fees described in Section 11.03(g).


 


(b)          Transfers
to Key Principal-Owned Affiliates or Guarantor-Owned Affiliates.


 


(1)         Except
as otherwise covered in Section 11.03(b)(2) below, Transfers of direct or indirect ownership
interests in Borrower to Key Principal or Guarantor, or to a transferee through which Key Principal or Guarantor (as applicable)
Controls Borrower with the same rights and abilities as Key Principal or Guarantor (as applicable) Controls Borrower immediately
prior to the date of such Transfer, shall be consented to by Lender if:


 


(A)         such
Transfer satisfies the applicable requirements of Section 11.03(a), other than Section 11.03(a)(5); and


 


(B)         after
giving effect to any such Transfer, each Key Principal or Guarantor (as applicable) continues to own not less than fifty percent
(50%) of such Key Principal’s or Guarantor’s (as applicable) direct or indirect ownership interests in Borrower that existed on
the Effective Date.


 


(2)         Transfers
of direct or indirect interests in Borrower held by a Key Principal or Guarantor to other Key Principals or Guarantors, as applicable,
shall be consented to by Lender if such Transfer satisfies the following conditions:


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 54
	Article 11	08-13	© 2013 Fannie Mae



     


    

  


(A)         the
Transfer does not cause a change in the Control of Borrower;


 


and


 


(B)         the
transferor Key Principal or Guarantor maintains the same right and ability to Control Borrower as existed prior to the Transfer.


 


If
the conditions set forth in this Section 11.03(b) are satisfied, the Transfer Fee shall be waived provided Borrower shall
pay the Review Fee and out-of-pocket costs set forth in Section 11.03(g).


 


(c)          Estate
Planning.


 


Notwithstanding
the provisions of Section 11.02(b)(2), so long as (1) the Transfer does not cause a change in the Control of Borrower, and
(2) the transferor Key Principal or Guarantor, as applicable, maintains the same right and ability to Control Borrower as
existed prior to the Transfer, Lender shall consent to Transfers of direct or indirect ownership interests in Borrower held
by a Key Principal or Guarantor and Transfers of direct or indirect ownership interests, in an entity Key Principal or entity
Guarantor, to:


 


(A)         Immediate
Family Members of such Key Principal or Guarantor each of whom must have obtained a legal age of majority;


 


(B)         United
States domiciled trusts established for the benefit of the transferor Key Principal or transferor Guarantor, or Immediate Family
Members of the transferor Key Principal or the transferor Guarantor; or


 


(C)         partnerships
or limited liability companies of which the partners or members, respectively, are comprised entirely of (i) such Key Principal
or Guarantor and Immediate Family Members (each of whom must have obtained the legal age of majority) of such Key Principal or
Guarantor, (ii) Immediate Family Members (each of whom must have obtained the legal age of majority) of such Key Principal or Guarantor,
or (iii) United States domiciled trusts established for the benefit of the transferor Key Principal or transferor Guarantor, or
Immediate Family Members of the transferor Key Principal or the transferor Guarantor.


 


If
the conditions set forth in this Section 11.03(c) are satisfied, the Transfer Fee shall be waived provided Borrower shall
pay the Review Fee and out-of-pocket costs set forth in Section 11.03(g).


 


(d)          Termination
or Revocation of Trust.


 


If
any of Borrower, Guarantor, or Key Principal is a trust, or if Control of Borrower, Guarantor, or Key Principal is Transferred
or if a Restricted Ownership Interest of Borrower, Guarantor, or Key Principal would be Transferred due to the termination or revocation
of a trust, the termination or revocation of such trust is an unpermitted Transfer; provided that the termination or revocation
of the trust due to the death of an individual trustor shall not be considered an unpermitted Transfer so long as:


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 55
	Article 11	08-13	© 2013 Fannie Mae



     


    

  


(1)         Lender
is notified within thirty (30) days of the death; and


 


(2)         such
Borrower, Guarantor, Key Principal, or other Person, as applicable, is replaced with an individual or entity acceptable to Lender,
in accordance with the provisions of Section 11.03(a) within ninety (90) days of the date of the death causing the termination
or revocation.


 


If
the conditions set forth in this Section 11.03(d) are satisfied, the Transfer Fee shall be waived; provided Borrower shall
pay the Review Fee and out-of-pocket costs set forth in Section 11.03(g).


 


(e)          Death
of Key Principal or Guarantor; Transfer Due to Death.


 


(1)         If
a Key Principal or Guarantor that is a natural person dies, or if Control of Borrower, Guarantor,
or Key Principal is Transferred, or if a Restricted Ownership Interest of Borrower, Guarantor, or Key Principal would be Transferred
as a result of the death of a Person (except in the case of trusts which is addressed in Section 11.03(d)), Borrower must notify
Lender in writing within ninety (90) days in the event of such death. Unless waived in writing by Lender, the deceased shall be
replaced by an individual or entity within one hundred eighty (180) days, subject to Borrower’s satisfaction of the following conditions:


 


(A)         Borrower
has submitted to Lender all information required by Lender to make the determination required by this Section 11.03(e);


 


(B)         Lender
determines that:


 


(i)          the
proposed new key principal and any other new guarantor (or Person Controlling such key principal or guarantor) fully satisfies
all of Lender’s then-applicable key principal or guarantor eligibility, credit, management, and other loan underwriting standards
(including any standards with respect to previous relationships between Lender and the proposed new key principal and new guarantor
(or Person Controlling such key principal or guarantor) and the organization of the new key principal and new guarantor (if applicable));


 


(ii)         none
of the proposed new key principal or any new guarantor, or any owners of the proposed new key principal or any new guarantor, is
a Prohibited Person; and


 


(iii)        none
of the proposed new key principal or any new guarantor (if any of such are entities) shall have an organizational existence termination
date that ends before the Maturity Date; and


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 56
	Article 11	08-13	© 2013 Fannie Mae



     


    




 


(C)         if
applicable, one or more individuals or entitles acceptable to Lender as new guarantors have executed and delivered to
Lender:


 


(i)          an
assumption agreement acceptable to Lender that requires the new guarantor to assume and perform all obligations of Guarantor under
any Guaranty given in connection with the Mortgage Loan; or


 


(ii)         a
substitute Non-Recourse Guaranty and other substitute guaranty in a form acceptable to Lender.


 


(2)         In
the event a replacement Key Principal, Guarantor, or other Person is required by Lender due to the death described in this Section
11.03(e), and such replacement has not occurred within such period, the period for replacement may be extended by Lender to a
date not more than one year from the date of such death; however, Lender may require as a condition to any such extension that:


 


(A)         the
then-current property manager be replaced with a property manager reasonably acceptable to Lender (or if a property manager has
not been previously engaged, a property manager reasonably acceptable to Lender be engaged); or


 


(B)         a
lockbox or cash management arrangement (with the property manager) reasonably acceptable to Lender during such extended replacement
period be instituted.


 


If the conditions
set forth in this Section 11.03(e) are satisfied, the Transfer Fee shall be waived, provided
Borrower shall pay the Review Fee and out-of-pocket costs set forth in Section 11.03(g).


 


(f)          Bankruptcy
of Guarantor.


 


(1)         Upon
the occurrence of any Guarantor Bankruptcy Event, unless waived in writing by Lender, the applicable Guarantor shall be replaced
by an individual or entity within ninety (90) days of such Guarantor Bankruptcy Event, subject to Borrower’s satisfaction of the
following conditions:


 


(A)         Borrower
has submitted to Lender all information required by Lender to make the determination required by this Section 11.03(f);


 


(B)         Lender
determines that:


 


(i)          the
proposed new guarantor fully satisfies all of Lender’s then-applicable guarantor eligibility, credit, management, and other loan
underwriting standards (including any standards with respect to previous relationships between Lender and the proposed new guarantor
and the organization of the new guarantor (if applicable));


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 57
	Article 11	08-13	© 2013 Fannie Mae



     


    

 


(ii)         no
new guarantor is a Prohibited Person; and


 


(iii)        no
new guarantor (if any of such are entities) shall have an organizational existence termination date that ends before the Maturity
Date; and


 


(C)         one
or more individuals or entities acceptable to Lender as new guarantors have executed and delivered to Lender:


 


(i)          an
assumption agreement acceptable to Lender that requires the new guarantor to assume and perform all obligations of Guarantor under
any Guaranty given in connection with the Mortgage Loan; or


 


(ii)         a
substitute Non-Recourse Guaranty and other substitute guaranty in a form acceptable to Lender.


 


(2)         In
the event a replacement Guarantor is required by Lender due to the Guarantor Bankruptcy Event described in this Section 11.03(f),
and such replacement has not occurred within such period, the period for replacement may be extended by Lender in its discretion;
however, Lender may require as a condition to any such extension that:


 


(A)         the
then-current property manager be replaced with a property manager reasonably acceptable to Lender (or if a property manager has
not been previously engaged, a property manager reasonably acceptable to Lender be engaged); or


 


(B)         a
lockbox or cash management arrangement (with the property manager) reasonably acceptable to Lender during such extended replacement
period be instituted.


 


If the
conditions set forth in this Section 11.03(f) are satisfied, the Transfer Fee shall be waived, provided Borrower shall pay the
Review Fee and out-of-pocket costs set forth in Section 11.03(g).


 


(g)          Further
Conditions to Transfers and Assumption.


 


(1)         In
connection with any Transfer of the Mortgaged Property, or an ownership interest in Borrower, Key Principal, or Guarantor for which
Lender’s approval is required under this Loan Agreement (including Section 11.03(a)), Lender may, as a condition to any such approval,
require:


 


(A)         additional
collateral, guaranties, or other credit support to mitigate any risks concerning the proposed transferee or the performance or
condition of the Mortgaged Property;


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 58
	Article 11	08-13	© 2013 Fannie Mae



     


    

 


(B)         amendment
of the Loan Documents to delete or modify any specially negotiated terms or provisions previously granted for the exclusive benefit
of original Borrower, Key Principal, or Guarantor and to restore the original provisions of the standard Fannie Mae form multifamily
loan documents, to the extent such provisions were previously modified; or


 


(C)         a
modification to the amounts required to be deposited into the Reserve/Escrow Account pursuant to the terms of Section 13.02(a)(3)(B).


 


(2)         In
connection with any request by Borrower for consent to a Transfer, Borrower shall pay to Lender upon demand:


 


(A)         the
Transfer Fee (to the extent charged by Lender);


 


(B)         the
Review Fee (regardless of whether Lender approves or denies such request); and


 


(C)         all
of Lender’s out-of-pocket costs (including reasonable attorneys’ fees) incurred in reviewing the Transfer request, to the extent
such costs exceed the Review Fee and regardless of whether Lender approves or denies such request.


 


11.4         Blackstone
Permitted Transfers


 


Each of
the following must be true at all relevant times during which the Indebtedness evidenced by this Loan Agreement is outstanding
and no Transfer can result in the following ceasing to be true:


 


(i)          BREP
directly or indirectly shall (x) wholly Control the Guarantor; (y) continue to own directly or indirectly not less than 51%
of the ownership interests of Guarantor; and (z) continue to own directly or indirectly not less than 51%
of the ownership interests in Borrower;


 


(ii)         Guarantor
directly or indirectly shall continue to own directly or indirectly not less than 51%
of the ownership interests of Borrower;


 


(iii)        No
direct or indirect owner of Borrower or Guarantor shall be a BREP Prohibited Person, provided that the BREP Prohibited Person requirements
shall not apply to any transferee or successor of The Blackstone Group L.P. or any holder of a non-Controlling limited partnership
interest in BREP; and


 


(iv)        Blackstone
Real Estate Holdings VII-ESC L.P. and Blackstone Family Real Estate Partnership VII-SMD L.P., collectively, shall not, directly
or indirectly, own more than 10% of Guarantor or Borrower.


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 59
	Article 11	08-13	© 2013 Fannie Mae



     


    

 


Provided
that clauses (i) - (iv) above are true, notwithstanding anything to the contrary in Section 11.02(b), the following may occur from
time to time without the need to obtain consent from Lender:


 


(i)          Transfers
of direct or indirect ownership interests in BREP provided however that in the event substantially all of
the assets of BREP at the time of any such ownership interest Transfer are Multifamily Residential Properties and such Transfer
involves the sale of (x) only BREP ownership interests, or (y) BREP ownership interests in conjunction with ownership interests
of other affiliates of The Blackstone Group, L.P. that own substantially all Multifamily Residential Properties, then any ownership
interest Transfer that would cause a change in the direct or indirect ownership interest of the general partner interests in BREP
requires Lender’s consent pursuant to the terms of Section 11.03(a) of this Loan Agreement.


 


(ii)         Transfers
by Guarantor of direct or indirect ownership interests in Borrower.


 


(iii)        Transfers
by BREP of direct or indirect ownership interests in Guarantor.


 


(iv)        Transfers
of non-Controlling ownership interests in the Joint Venture by Guarantor to JV Member or JV Member Affiliates.


 


(v)         Transfers
of ownership interests in the Joint Venture by JV Member to Guarantor or BREP Affiliates.


 


11.5         Buy-Sell
Rights


 


(a)          Notwithstanding
anything contained in this Loan Agreement or any of the other Loan Documents to the contrary, the Transfer of Guarantor’s ownership
interests in the Joint Venture to a JV Member or a JV Member Affiliate shall be consented to by Lender without
the payment of a Transfer Fee so long as each of the terms and conditions set forth below for such Transfers have been satisfied:


 


(i)          Borrower
provides Lender with at least 30 days prior written notice of the proposed Transfer, which notice is accompanied by a Review Fee
in the amount of


$25,000.00;


 


(ii)         At
the time of the proposed Transfer, no Event of Default has occurred and is continuing, and no event which, with the giving of notice
or the passage of time, or both, would constitute an Event of Default has occurred or is continuing;


 


(iii)        Lender
receives organizational charts and documents reflecting the structure of the Joint Venture prior to and after such Transfer and
Lender receives and approves any certificates, financial statements or other underwriting documentation requested by Lender with
respect to its approval of the Transfer;


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 60
	Article 11	08-13	© 2013 Fannie Mae



     


    




 


(iv)        Borrower
provides evidence satisfactory to Lender that no transferee, or any owner of such transferee, is a Prohibited Person;


 


(v)         Borrower
shall have paid to Lender upon demand, all of Lender’s out-of-pocket costs (including reasonable attorneys’ fees) incurred in
reviewing the Transfer request;


 


(vi)        Borrower
has submitted to Lender all information required by Lender to make the determination required hereunder;


 


(vii)       Borrower
shall have satisfied all of the requirements set forth in Section 11.03(a)(7);


 


(viii)      Lender
determines that the proposed new key principal and any new guarantor fully satisfy all of Lender’s then-applicable key principal
or guarantor eligibility, credit, management and other loan underwriting standards for multifamily residential properties in connection
with similar loans sold or anticipated to be sold to Fannie Mae, pursuant to Fannie Mae’s then current guidelines, as such requirements
may be amended, modified, updated, superseded, supplemented or replaced from time to time (including any standards with respect
to previous relationships between Lender and the proposed new key principal and new guarantor and the organization of the new key
principal and new guarantor (if applicable)), and no new key principal or new guarantor (if any of such are entities) shall have
an organizational existence termination date that ends before the Maturity Date;


 


(ix)         JV
Member remains as the general partner of the Joint Venture, and has the power or right to control or otherwise limit or modify,
directly or indirectly the management and operations of Borrower, new guarantor and new key principal including the power to:


 


(1)         cause
a change in or replacement of the Person that controls the management and operations of Borrower, new guarantor and new key principal;
or


 


(2)         limit
or otherwise modify the extent of such Person control over the management and operations of Borrower, new guarantor and new key
principal,


 


with respect to the Joint Venture.


 


(x)          The
Mortgaged Property is and will continue to be managed either by (i) the initial property manager or (ii) a successor property manager
satisfactory to Lender pursuant to a property management agreement approved by Lender in writing, which successor property manager,
together with Borrower, shall execute an assignment of the management agreement in form acceptable to Lender;


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 61
	Article 11	08-13	© 2013 Fannie Mae



     


    

  


(xi)         One
or more individuals or entities acceptable to Lender as new guarantors have executed and delivered to Lender:


 


(A)         an
assumption agreement acceptable to Lender that requires the new guarantor to assume and perform all obligations of Guarantor under
any Guaranty given in connection with the Mortgage Loan; or


 


(B)         a
substitute Non-Recourse Guaranty and other substitute guaranty in a form acceptable to Lender; and


 


(xii)        Borrower
executes and delivers to Lender an amendment to this Loan Agreement and any other Loan Documents required by Lender to evidence
the change in the Guarantors and/or Key Principals.


 


11.6         JV
Member Permitted Transfers


 


Notwithstanding
anything contained in this Loan Agreement or any of the other Loan Documents to the contrary, the following Transfers which would
otherwise be prohibited by Section 11.02(b)(2) shall be consented to by Lender without the payment of a Transfer Fee so long as
each of the terms and conditions set forth below for such Transfers have been satisfied:


 


(a)          A
Transfer of any of the direct or indirect ownership interests in a JV Member to one or more JV
Member Affiliates, so long as all of the following conditions below have been satisfied:


 


(i)          Borrower
provides Lender with at least thirty (30) days prior written notice of the proposed Transfer and pays to Lender a Review Fee of
$5,000;


 


(ii)         At
the time of the proposed Transfer, no Event of Default has occurred and is continuing, and no event which, with the giving of notice
or the passage of time, or both, would constitute an Event of Default has occurred or is continuing;


 


(iii)        Lender
receives organizational charts and documents reflecting the structure of the JV
Member prior to and after the Transfer and Lender receives any certificates, financial statements or other underwriting
documentation reasonably requested by Lender with respect to the Transfer;


 


(iv)        Borrower
provides evidence satisfactory to Lender that any transferee is not a Prohibited Person;


 


(v)         Borrower
shall have paid to Lender upon demand, all of Lender’s out-of-pocket costs (including reasonable attorneys’ fees) incurred in
reviewing the Transfer request;


 


(vi)        Borrower
has submitted to Lender all information required by Lender to make the determination required hereunder; and


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 62
	Article 11	08-13	© 2013 Fannie Mae



     


    

  


(vii)       Lender
has reviewed the Transfer documents, and the Transfer documents properly evidence such Transfer.


 


(b)          The
replacement of JV Manager with a JV
Member Affiliate as a general partner of the Joint Venture, so long as all of the following conditions below have been
satisfied:


 


(i)          Borrower
provides Lender with at least thirty (30) days prior written notice of the proposed Transfer and pays to Lender a Review Fee of
$5,000;


 


(ii)         At
the time of the proposed Transfer, no Event of Default has occurred and is continuing, and no event which, with the giving of notice
or the passage of time, or both, would constitute an Event of Default has occurred or is continuing;


 


(iii)        Lender
receives organizational charts and documents reflecting the structure of the Joint Venture prior to and after the Transfer and
Lender receives any certificates, financial statements or other underwriting documentation reasonably requested by Lender with
respect to the Transfer;


 


(iv)        Borrower
provides evidence satisfactory to Lender that any transferee is not a Prohibited Person;


 


(v)         Borrower
shall have paid to Lender upon demand, all of Lender’s out-of-pocket costs (including reasonable attorneys’ fees) incurred in
reviewing the Transfer request;


 


(vi)        Borrower
has submitted to Lender all information required by Lender to make the determination required hereunder; and


 


(vii)       Lender
has reviewed the Transfer documents, and the Transfer documents properly evidence such Transfer.


 


ARTICLE 12 -
IMPOSITIONS


 


Section 12.01         Representations
and Warranties.


 


The representations
and warranties made by Borrower to Lender in this Section 12.01 are made as of the Effective Date and are true and correct except
as disclosed on the Exceptions to Representations and Warranties Schedule.


 


(a)          Payment
of Taxes, Assessments, and Other Charges.


 


Borrower has:


 


(1)         paid
(or with the approval of Lender, established an escrow fund sufficient to pay when due and payable) all amounts and charges relating
to the Mortgaged Property that have become due and payable before any fine, penalty interest, lien, or costs may be added
thereto, including Impositions, leasehold payments, and ground rents;


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 63
	Article 11	08-13	© 2013 Fannie Mae



     


    

 


(2)         paid
all Taxes for the Mortgaged Property that have become due before any fine, penalty interest, lien, or costs may be added thereto
pursuant to any notice of assessment received by Borrower and any and all taxes that have become due against Borrower before any
fine, penalty interest, lien, or costs may be added thereto;


 


(3)         no
knowledge of any basis for any additional assessments;


 


(4)         no
knowledge of any presently pending special assessments against all or any part of the Mortgaged Property not disclosed in the Title
Policy, or any presently pending special assessments against Borrower; and


 


(5)         not
received any written notice of any contemplated special assessment against the Mortgaged Property, or any contemplated special
assessment against Borrower.


 


Section 12.02       Covenants.


 


(a)          Imposition
Deposits, Taxes, and Other Charges.


 


Borrower shall:


 


(1)         deposit
the Imposition Deposits with Lender on each Payment Date (or on another day designated in writing by Lender) in amount sufficient,
in Lender’s discretion, to enable Lender to pay each Imposition before the last date upon which such payment may be made without
any penalty or interest charge being added, plus an amount equal to no more than one-sixth (1/6) (or the amount permitted by applicable
law) of the Impositions for the trailing twelve (12) months (calculated based on the aggregate annual Imposition costs divided
by twelve (12) and multiplied by two (2));


 


(2)         deposit
with Lender, within ten (10) days after written notice from Lender (subject to applicable law), such additional amounts estimated
by Lender to be reasonably necessary to cure any deficiency in the amount of the Imposition Deposits held for payment of a specific
Imposition;


 


(3)         except
as set forth in Section 12.03(c) below, pay, or cause to be paid, all Impositions, leasehold payments, ground rents, and Borrower
taxes when due and before any fine, penalty, interest, lien, or costs may be added thereto;


 


(4)         promptly
deliver to Lender a copy of all notices of, and invoices for, Impositions, and, if Borrower pays any Imposition directly, Borrower
shall promptly furnish to Lender receipts evidencing such payments; and


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 64
	Article 12	08-13	© 2013 Fannie Mae



     


    




 


(5)         promptly
deliver to Lender a copy of all notices of any special assessments and contemplated special assessments against the Mortgaged Property
or Borrower.


 


Section 12.03       Mortgage
Loan Administration Matters Regarding Impositions.


 


(a)          Maintenance
of Records by Lender.


 


Lender
shall maintain records of the monthly and aggregate Imposition Deposits held by Lender for the purpose of paying Taxes, insurance
premiums, and each other obligation of Borrower for which Imposition Deposits are required.


 


(b)          Imposition
Accounts.


 


All Imposition
Deposits shall be held in an institution (which may be Lender, if Lender is such an institution) whose deposits or accounts are
insured or guaranteed by a federal agency and which accounts meet the standards for custodial accounts as required by Lender from
time to time. Lender shall not be obligated to open additional accounts, or deposit Imposition Deposits in additional institutions,
when the amount of the Imposition Deposits exceeds the maximum amount of the federal deposit insurance or guaranty. No interest,
earnings, or profits on the Imposition Deposits shall be paid to Borrower unless applicable law so requires. Imposition Deposits
shall not be trust funds, nor shall they operate to reduce the Indebtedness, unless applied by Lender for that purpose in accordance
with this Loan Agreement. For the purposes of 9-104(a)(3) of the UCC, Lender is the owner of the Imposition Deposits and shall
be deemed a “customer” with sole control of the account holding the Imposition Deposits.


 


(c)          Payment
of Impositions; Sufficiency of Imposition Deposits.


 


Lender may
pay an Imposition according to any bill, statement, or estimate from the appropriate public office or insurance company without
inquiring into the accuracy of the bill, statement, or estimate or into the validity of the Imposition. Imposition Deposits shall
be required to be used by Lender to pay Taxes, insurance premiums and any other individual Imposition only if:


 


(1)         no
Event of Default exists;


 


(2)         Borrower
has timely delivered to Lender all applicable bills or premium notices that it has received; and


 


(3)         sufficient
Imposition Deposits are held by Lender for each Imposition at the time such Imposition becomes due and payable.


 


Lender shall
have no liability to Borrower for failing to pay any Imposition if any of the conditions are not satisfied. If at any time the
amount of the Imposition Deposits held for payment of a specific Imposition exceeds the amount reasonably deemed necessary by Lender
to be held in connection with such Imposition, the excess may be credited against future installments of Imposition Deposits for
such Imposition.


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 65
	Article 12	08-13	© 2013 Fannie Mae



     


    

 


(d)          Imposition
Deposits Upon Event of Default.


 


If an
Event of Default has occurred and is continuing, Lender may apply any Imposition Deposits, in such amount and in such order as
Lender determines, to pay any Impositions or as a credit against the Indebtedness.


 


(e)          Contesting
Impositions.


 


Other than
insurance premiums, Borrower may contest, at its expense, by appropriate legal proceedings, the amount or validity of any Imposition
if:


 


(1)         Borrower
notifies Lender of the commencement or expected commencement of such proceedings;


 


(2)         Lender
determines that the Mortgaged Property is not in danger of being sold or forfeited;


 


(3)         Borrower
deposits with Lender (or the applicable Governmental Authority if required by applicable law) reserves sufficient to pay the contested
Imposition, if required by Lender (or the applicable Governmental Authority);


 


(4)         Borrower
furnishes whatever additional security is required in the proceedings or is reasonably requested in writing by Lender; and


 


(5)         Borrower
commences, and at all times thereafter diligently prosecutes, such contest in good faith until a final determination is made by
the applicable Governmental Authority.


 


(f)          Release
to Borrower.


 


Upon payment
in full of all sums secured by the Security Instrument and this Loan Agreement and release by Lender of the lien of the Security
Instrument, Lender shall disburse to Borrower the balance of any Imposition Deposits then on deposit with Lender.


 


ARTICLE 13 -
REPLACEMENT RESERVE AND REPAIRS


 


Section
13.01       Covenants.


 


(a)          Initial
Deposits to Replacement Reserve Account and Repairs Escrow Account.


 


On the Effective Date, Borrower shall pay to Lender:


 


(1)         
the Initial Replacement Reserve Deposit for deposit into the Replacement Reserve Account; and


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 66
	Article 12	08-13	© 2013 Fannie Mae



     


    

  


(2)         the
Repairs Escrow Deposit for deposit into the Repairs Escrow Account.


 


(b)          Monthly
Replacement Reserve Deposits.


 


Borrower
shall deposit the applicable Monthly Replacement Reserve Deposit into the Replacement Reserve Account on each Payment Date.


 


(c)          Payment
for Replacements and Repairs.


 


Borrower shall:


 


(1)         pay
all invoices for the Replacements and Repairs, regardless of whether funds on deposit in the Replacement Reserve Account or the
Repairs Escrow Account, as applicable, are sufficient, prior to any request for disbursement from the Replacement Reserve Account
or the Repairs Escrow Account, as applicable (unless Lender has agreed to issue joint checks in connection with a particular Replacement
or Repair);


 


(2)         pay
all applicable fees and charges of any Governmental Authority on account of the Replacements and Repairs, as applicable; and


 


(3)         provide
evidence satisfactory to Lender of completion of the Replacements and any Required Repairs (within the Completion Period or within
such other period or by such other date set forth in the Required Repair Schedule and any Borrower Requested Repairs and Additional
Lender Repairs (by the date specified by Lender for any such Borrower Requested Repairs or Additional Lender Repairs)).


 


(d)          Assignment
of Contracts for Replacements and Repairs.


 


Borrower
shall collaterally assign to Lender as additional security any contract or subcontract for Replacements or Repairs, upon Lender’s
written request, on a form of assignment approved by Lender.


 


(e)          Indemnification.


 


If Lender
elects to exercise its rights under Section 14.03 due to Borrower’s failure to timely commence or complete any Replacements or
Repairs, Borrower shall indemnify and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities,
losses, damages, obligations, and costs or expenses, including litigation costs and reasonable attorneys’ fees, arising from or
in any way connected with the performance by Lender of the Replacements or Repairs or investment of the Reserve/Escrow Account
Funds; provided that Borrower shall have no indemnity obligation if such actions, suits, claims, demands, liabilities, losses,
damages, obligations, and costs or expenses, including litigation costs and reasonable attorneys’ fees, arise as a result of the
willful misconduct or gross negligence of Lender, Lender’s agents, employees, or representatives as determined by a court of competent
jurisdiction pursuant to a final non-appealable court order.


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 67
	Article 13	08-13	© 2013 Fannie Mae



     


    

  


(f)          Amendments
to Loan Documents.


 


Subject
to Section 5.02, Borrower shall execute and deliver to Lender, upon written request, an amendment to this Loan Agreement, the Security
Instrument, and any other Loan Document deemed necessary or desirable to perfect Lender’s lien upon any portion of the Mortgaged
Property for which Reserve/Escrow Account Funds were expended.


 


(g)          Administrative
Fees and Expenses.


 


Borrower shall pay to Lender:


 


(1)         by
the date specified in the applicable invoice, the Repairs Escrow Account Administrative Fee and the Replacement Reserve Account
Administration Fee for Lender’s services in administering the Repairs Escrow Account and Replacement Reserve Account and investing
the funds on deposit in the Repairs Escrow Account and the Replacement Reserve Account, respectively;


 


(2)         within
ten (10) days of demand, a reasonable inspection fee, not exceeding the Maximum Inspection Fee, for each inspection of the Mortgaged
Property by Lender in connection with a Repair or Replacement, plus all other reasonable costs and out-of-pocket expenses relating
to such inspections; and


 


(3)         within
ten (10) days of demand, all reasonable fees charged by any engineer, architect, inspector or other person inspecting the Mortgaged
Property on behalf of Lender for each inspection of the Mortgaged Property in connection with a Repair or Replacement, plus all
other reasonable costs and out-of-pocket expenses relating to such inspections.


 


Section 13.02        Mortgage
Loan Administration Matters Regarding Reserves.


 


(a)          Accounts,
Deposits, and Disbursements.


 


(1)         Custodial
Accounts.


 


(A)         The
Replacement Reserve Account shall be an interest-bearing account that meets the standards for custodial accounts as required by
Lender from time to time. Lender shall not be responsible for any losses resulting from the investment of the Replacement Reserve
Deposits or for obtaining any specific level or percentage of earnings on such investment. All interest, if any, earned on the
Replacement Reserve Deposits shall be added to and become part of the Replacement Reserve Account; provided, however, if
applicable law requires, and so long as no Event of Default has occurred and is continuing under any of the Loan Documents, Lender
shall pay to Borrower the interest earned on the Replacement Reserve Account not less frequently than the Replacement Reserve
Account Interest Disbursement Frequency. In no event shall Lender be obligated to disburse funds from the Reserve/Escrow
Account if an Event of Default has occurred and is continuing.


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 68
	Article 13	08-13	© 2013 Fannie Mae



     


    




 


(B)         Lender
shall not be obligated to deposit the Repairs Escrow Deposits into an interest-bearing account.


 


(2)         Disbursements
by Lender Only.


 


Only
Lender or a designated representative of Lender may make disbursements from the Replacement Reserve Account and the Repairs Escrow
Account. Except as provided in Section 13.02(a)(8), disbursements shall only be made upon Borrower request and after satisfaction
of all conditions for disbursement.


 


(3)         Adjustment
to Deposits.


 


(A)         Mortgage
Loan Terms Exceeding Ten (10) Years.


 


If the
Loan Term exceeds ten (10) years (or five (5) years in the case of any Mortgaged Property that is an “affordable housing property”
as indicated on the Summary of Loan Terms), a physical needs assessment shall be ordered by Lender for the Mortgaged Property at
the expense of Borrower (which expense may be paid out of the Replacement Reserve Account if excess funds are available). The physical
needs assessment shall be performed no earlier than the sixth (6th) month and no later than the ninth (9th) month of the tenth
(10th) Loan Year (and of the twentieth (20th) Loan Year if the Loan Term exceeds twenty (20) years). After review of the physical
needs assessment, the amount of the Monthly Replacement Reserve Deposit may be adjusted by Lender for the remaining Loan Term by
written notice to Borrower so that the Monthly Replacement Reserve Deposits are sufficient to fund the Replacements as and when
required and/or the amount to be held in the Repairs Escrow Account may be adjusted by Lender so that the Repairs Escrow Deposit
is sufficient to fund the Repairs as and when required.


 


(B)         Transfers.


 


In
connection with any Transfer of the Mortgaged Property, or any Transfer of an ownership interest in Borrower, Guarantor,
or Key Principal that requires Lender’s consent, Lender may review the amounts on deposit, if any, in the Replacement Reserve Account
or the Repairs Escrow Account, the amount of the Monthly Replacement Reserve Deposit and the likely repairs and replacements required
by the Mortgaged Property, and the related contingencies which may arise during the remaining Loan Term. Based upon that review,
Lender may require an additional deposit to the Replacement Reserve Account or the Repairs Escrow Account, or an increase in the
amount of the Monthly Replacement Reserve Deposit as a condition to Lender’s consent to such Transfer. In all events, the transferee
shall be required to assume Borrower’s duties and obligations under this Loan Agreement.


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 69
	Article 13	08-13	© 2013 Fannie Mae



     


    







 


(4)         Insufficient
Funds.


 


Lender
may, upon thirty (30) days prior written notice to Borrower, require an additional deposit(s) to the Replacement Reserve Account
or Repairs Escrow Account, or an increase in the amount of the Monthly Replacement Reserve Deposit, if Lender determines that the
amounts on deposit in either the Replacement Reserve Account or the Repairs Escrow Account are not sufficient to cover the costs
for Required Repairs or Required Replacements or, pursuant to the terms of Section 13.02(a)(9), not sufficient to cover the costs
for Borrower Requested Repairs, Additional Lender Repairs, Borrower Requested Replacements, or Additional Lender Replacements.
Borrower’s agreement to complete the Replacements or Repairs as required by this Loan Agreement shall not be affected by the insufficiency
of any balance in the Replacement Reserve Account or the Repairs Escrow Account, as applicable.


 


(5)         Disbursements
for Replacements and Repairs.


 


(A)         Disbursement
requests may only be made after completion of the applicable Replacements and only to reimburse Borrower for the actual approved
costs of the Replacements. Lender shall not disburse from the Replacement Reserve Account the costs of routine maintenance to the
Mortgaged Property or for costs which are to be reimbursed from the Repairs Escrow Account or any similar account. Disbursement
from the Replacement Reserve Account shall not be made more frequently than the Maximum Replacement Reserve Disbursement Interval.
Other than in connection with a final request for disbursement, disbursements from the Replacement Reserve Account shall not be
less than the Minimum Replacement Reserve Disbursement Amount.


 


(B)         Disbursement
requests may only be made after completion of the applicable Repairs and only to reimburse Borrower for the actual cost of the
Repairs, up to the Maximum Repair Cost. Lender shall not disburse any amounts which would cause the funds remaining in the
Repairs Escrow Account after any disbursement (other than with respect to the final disbursement) to be less than the Maximum
Repair Cost of the then-current estimated cost of completing all remaining Repairs. Lender shall not disburse from the Repairs
Escrow Account the costs of routine maintenance to the Mortgaged Property or for costs which are to be reimbursed from the Replacement
Reserve Account or any similar account. Disbursement from the Repairs Escrow Account shall not be made more frequently than the
Maximum Repair Disbursement Interval. Other than in connection with a final request for disbursement, disbursements from the Repairs
Escrow Account shall not be less than the Minimum Repairs Disbursement Amount.


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 70
	Article 13	08-13	© 2013 Fannie Mae



     


    

 


(6)         Disbursement
Requests.


 


Each request
by Borrower for disbursement from the Replacement Reserve Account or the Repairs Escrow Account must be in writing, must specify
the Replacement or Repair for which reimbursement is requested (provided that for any Borrower Requested Replacements, Borrower
Requested Repairs, Additional Lender Replacements, and Additional Lender Repairs, Lender shall have approved the use of the Reserve/Escrow
Account Funds for such replacements or repairs pursuant to the terms of Section 13.02(a)(9)), and must:


 


(A)         if
applicable, specify the quantity and price of the items or materials purchased, grouped by type or category;


 


(B)         if
applicable, specify the cost of all contracted labor or other services involved in the Replacement or Repair for which such request
for disbursement is made;


 


(C)         if
applicable, include copies of invoices for all items or materials purchased and all contracted labor or services provided;


 


(D)         include
evidence of payment of such Replacement or Repair satisfactory to Lender (unless Lender has agreed to issue joint checks in connection
with a particular Repair or Replacement as provided in this Loan Agreement); and


 


(E)         contain
a certification by Borrower that the Repair or Replacement has been completed lien free and in a good and workmanlike manner, in
accordance with any plans and specifications previously approved by Lender (if applicable) and in compliance with all applicable
laws, ordinances, rules, and regulations of any Governmental Authority having jurisdiction over the Mortgaged Property, and otherwise
in accordance with the provisions of this Loan Agreement.


 


(7)         Conditions
to Disbursement.


 


Lender
may require any or all of the following at the expense of Borrower as a condition to disbursement of funds from the Replacement
Reserve Account or the Repairs Escrow Account that are in excess of $10,000 or for life-safety Repairs or Replacements (provided
that for any Borrower Requested Replacements, Borrower Requested Repairs, Additional Lender Replacements, and Additional Lender
Repairs, Lender shall have approved the use of the Reserve/Escrow Account Funds for such replacements or repairs pursuant to the
terms of Section 13.02(a)(9)):


 


(A)         an
inspection by Lender of the Mortgaged Property and the applicable Replacement or Repair;


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 71
	Article 13	08-13	© 2013 Fannie Mae



     


    

 


(B)         an
inspection or certificate of completion by an appropriate independent qualified professional (such as an architect, engineer or
property inspector, depending on the nature of the Repair or Replacement) selected by Lender;


 


(C)         either:


 


(i)          a
search of title to the Mortgaged Property effective to the date of disbursement; or


 


(ii)         a
“date-down” endorsement to Lender’s Title Policy (or a new Lender’s Title Policy if a “date-down”
is not available) extending the effective date of such policy to the date of disbursement, and showing no Liens other than (1)
Permitted Encumbrances, (2) liens which Borrower is diligently contesting in good faith that have been bonded off to the satisfaction
of Lender, or (3) mechanics’ or materialmen’s liens which attach automatically under the laws of any Governmental
Authority upon the commencement of any work upon, or delivery of any materials to, the Mortgaged Property and for which Borrower
is not delinquent in the payment for any such work or materials; and


 


(D)         an
acknowledgement of payment, waiver of claims, and release of lien for work performed and materials supplied from each contractor,
subcontractor or materialman in accordance with the requirements of applicable law and covering all work performed and materials
supplied (including equipment and fixtures) for the Mortgaged Property by that contractor, subcontractor, or materialman through
the date covered by the disbursement request (or, in the event that payment to such contractor, subcontractor, or materialman is
to be made by a joint check, the release of lien shall be effective through the date covered by the previous disbursement).


 


(8)         Joint
Checks for Periodic Disbursements.


 


Lender may issue joint checks,
payable to Borrower and the applicable supplier, materialman, mechanic, contractor, subcontractor, or other similar party, if:


 


(A)         the
cost of the Replacement or Repair exceeds the Replacement Threshold or the Repair Threshold, as applicable, and the contractor
performing such Replacement or Repair requires periodic payments pursuant to the terms of the applicable written contract;


 


(B)         the
contract for such Repair or Replacement requires payment upon completion of the applicable portion of the work;


 


(C)         Borrower
makes the disbursement request after completion of the applicable portion of the work required to be completed under such contract;


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 72
	Article 13	08-13	© 2013 Fannie Mae



     


    

 


(D)         the
materials for which the request for disbursement has been made are on site at the Mortgaged Property and are properly secured or
installed;


 


(E)         Lender
determines that the remaining funds in the Replacement Reserve Account designated for such Replacement, or in the Repairs Escrow
Account designated for such Repair, as applicable, are sufficient to complete the Replacement or Repair;


 


(F)         each
supplier, materialman, mechanic, contractor, subcontractor, or other similar party receiving payments shall have provided, if requested
in writing by Lender, a waiver of liens with respect to amounts which have been previously paid to them; and


 


(G)         all
other conditions for disbursement have been satisfied.


 


(9)         Replacements
and Repairs Other than Required Replacements and/or Required Repairs.


 


(A)         Borrower
Requested Replacements and Borrower Requested Repairs.


 


In
the event Borrower requests a disbursement from the Replacement Reserve Account or the Repairs Escrow Account to reimburse
Borrower for any Borrower Requested Replacement or Borrower Requested Repair, any related disbursement request must also contain
support for why Lender should allow such disbursement. Lender may make disbursements for Borrower Requested Replacements or Borrower
Requested Repairs if Lender determines that:


 


(i)          they
are of the type intended to be covered by the Replacement Reserve Account or the Repairs Escrow Account, as applicable;


 


(ii)         the
costs are reasonable;


 


(iii)        the
amount of funds in the Replacement Reserve Account or Repairs Escrow Account, as applicable, is sufficient to pay such costs and
the then-current estimated cost of completing all remaining Required Replacements or Required Repairs (at the Maximum Repair Cost),
as applicable, and any other Borrower Requested Replacements, Borrower Requested Repairs, Additional Lender Replacements or Additional
Lender Repairs that have been previously approved by Lender; and


 


(iv)        all
conditions for disbursement from the Replacement Reserve Account or Repairs Escrow Account, as applicable, have been satisfied.


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 73
	Article 13	08-13	© 2013 Fannie Mae



     


    

  


Nothing
in this Loan Agreement shall limit Lender’s right to require an additional deposit to the Replacement Reserve Account or an increase
to the Monthly Replacement Reserve Deposit in connection with any such Borrower Requested Replacements, or an additional deposit
to the Repairs Escrow Account for any such Borrower Requested Repairs.


 


(B)         Additional
Lender Replacements and Additional Lender Repairs.


 


Lender
may require, as set forth in Section 6.02(b), Section 6.03(c), or otherwise from time to time, upon written notice to Borrower,
that Borrower make Additional Lender Replacements or Additional Lender Repairs. Lender may make disbursements from the Replacement
Reserve Account for Additional Lender Replacements or from the Repairs Escrow Account for Additional Lender Repairs, as applicable,
if Lender determines that:


 


(i)          the
costs are reasonable;


 


(ii)         the
amount of funds in the Replacement Reserve Account or the Repairs Escrow Account, as applicable, is sufficient to pay such costs
and the then-current estimated cost of completing all remaining Required Replacements or Required Repairs (at the Maximum Repair
Cost), as applicable, and any other Borrower Requested Replacements, Borrower Requested Repairs, Additional Lender Replacements,
or Additional Lender Repairs that have been previously approved by Lender; and


 


(iii)        all
conditions for disbursement from the Replacement Reserve Account or Repairs Escrow Account, as applicable, have been satisfied.


 


Nothing
in this Loan Agreement shall limit Lender’s right to require an additional deposit to the Replacement Reserve Account or an increase
to the Monthly Replacement Reserve Deposit for any such Additional Lender Replacements or an additional deposit to the Repairs
Escrow Account for any such Additional Lender Repair.


 


(10)        Excess
Costs.


 


In
the event any Replacement or Repair exceeds the approved cost set forth on the Required Replacement Schedule for Replacements,
or the Maximum Repair Cost for Repairs, Borrower may submit a disbursement request to reimburse Borrower for such excess cost.
The disbursement request must contain support for why Lender should allow such disbursement. Lender may make disbursements from
the Replacement Reserve Account or the Repairs Escrow Account, as applicable, if:


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 74
	Article 13	08-13	© 2013 Fannie Mae



     


    

 


(A)         the
excess cost is reasonable;


 


(B)         the
amount of funds in the Replacement Reserve Account or the Repairs Escrow Account, as applicable, is sufficient to pay such excess
cost and the then-current estimated cost of completing all remaining Replacements and Repairs at the Maximum Repair Cost; and


 


(C)         all
conditions for disbursement from the Replacement Reserve Account or the Repairs Escrow Account have been satisfied.


 


(11)        Final
Disbursements.


 


Upon completion
of all Repairs in accordance with this Loan Agreement and so long as no Event of Default has occurred and is continuing, Lender
shall disburse to Borrower any amounts then remaining in the Repairs Escrow Account. Upon payment in full of the Indebtedness and
release by Lender of the lien of the Security Instrument, Lender shall disburse to Borrower any and all amounts then remaining
in the Replacement Reserve Account and the Repairs Escrow Account (if not previously released).


 


(b)          Approvals
of Contracts; Assignment of Claims.


 


Lender
retains the right to approve all contracts or work orders with materialmen, mechanics, suppliers, subcontractors, contractors,
or other parties providing labor or materials in connection with the Replacements or Repairs. Notwithstanding Borrower’s assignment
(in the Security Instrument) of its rights and claims against all persons or entities supplying labor or materials in connection
with the Replacement or Repairs, Lender will not pursue any such right or claim unless an Event of Default has occurred and is
continuing or as otherwise provided in Section 14.03(c).


 


(c)          Delays
and Workmanship.


 


If Lender
determines that any work for any Replacement or Repair has not timely commenced, has not been timely performed in a workmanlike
manner, or has not been timely completed in a workmanlike manner, Lender may, without notice to Borrower:


 


(1)         withhold
disbursements from the Replacement Reserve Account or Repairs Escrow Account for such unsatisfactory Replacement or Repair, as
applicable;


 


(2)         proceed
under existing contracts or contract with third parties to make or complete such Replacement or Repair;


 


(3)         apply
the funds in the Replacement Reserve Account or Repairs Escrow Account toward the labor and materials necessary to make or complete
such Replacement or Repair, as applicable; or


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 75
	Article 13	08-13	© 2013 Fannie Mae



     


    

 


(4)         exercise
any and all other remedies available to Lender under this Loan Agreement or any other Loan Document, including any remedies otherwise
available upon an Event of Default pursuant to the terms of Section 14.02.


 


To facilitate
Lender’s completion or making of such Replacements or Repairs, Lender shall have the right to enter onto the Mortgaged Property
(subject to the rights of tenants) and perform any and all work and labor necessary to make or complete the Replacements or Repairs
and employ watchmen to protect the Mortgaged Property from damage. All funds so expended by Lender shall be deemed to have been
advanced to Borrower, shall be part of the Indebtedness and shall be secured by the Security Instrument and this Loan Agreement.


 


(d)          Appointment
of Lender as Attorney-In-Fact.


 


Borrower hereby authorizes and
appoints Lender as attorney-in-fact pursuant to Section 14.03(c).


 


(e)          No
Lender Obligation.


 


Nothing in this Loan Agreement shall:


 


(1)         make
Lender responsible for making or completing the Replacements or Repairs;


 


(2)         require
Lender to expend funds, whether from the Replacement Reserve Account, the Repairs Escrow Account, or otherwise, to make or complete
any Replacement or Repair;


 


(3)         obligate
Lender to proceed with the Replacements or Repairs; or


 


(4)         obligate
Lender to demand from Borrower additional sums to make or complete any Replacement or Repair.


 


(f)          No
Lender Warranty.


 


Lender’s
approval of any plans for any Replacement or Repair, release of funds from the Replacement Reserve Account or Repairs Escrow Account,
inspection of the Mortgaged Property by Lender or its agents, representatives, or designees, or other acknowledgment of completion
of any Replacement or Repair in a manner satisfactory to Lender shall not be deemed an acknowledgment or warranty to any person
that the Replacement or Repair has been completed in accordance with applicable building, zoning, or other codes, ordinances, statutes,
laws, regulations, or requirements of any governmental agency, such responsibility being at all times exclusively that of Borrower.


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 76
	Article 13	08-13	© 2013 Fannie Mae



     


    

  


ARTICLE 14 -
DEFAULTS/REMEDIES


 


Section 14.01         Events
of Default.


 


The occurrence of any one or
more of the following in this Section 14.01 shall constitute an Event of Default under this Loan Agreement.


 


(a)          Automatic
Events of Default.


 


The following shall constitute automatic Events
of Default:


 


(1)         any
failure by Borrower to pay or deposit when due any amount required by the Note, this Loan Agreement or any other Loan Document;


 


(2)         any
failure by Borrower to maintain the insurance coverage required by any Loan Document;


 


(3)         any
failure by Borrower to comply with the provisions of Section 4.02(d) relating to its single asset status;


 


(4)         if
any warranty, representation, certification, or statement of Borrower, Guarantor, or Key Principal in this Loan Agreement or any
of the other Loan Documents is false, inaccurate, or misleading in any material respect when made;


 


(5)         fraud,
gross negligence, willful misconduct, or material misrepresentation or material omission by or on behalf of Borrower, or any of
its officers, directors, trustees, partners, members, or managers, or Guarantor or Key Principal or any of their officers, directors,
trustees, partners, members, or managers in connection with:


 


(A)         the
application for, or creation of, the Indebtedness;


 


(B)         any
financial statement, rent roll, or other report or information provided to Lender during the term of the Mortgage Loan; or


 


(C)         any
request for Lender’s consent to any proposed action, including a request for disbursement of Reserve/Escrow Account Funds or Collateral
Account Funds;


 


(6)         the
occurrence of any Transfer not permitted by the Loan Documents;


 


(7)         the
occurrence of a Bankruptcy Event;


 


(8)         the
commencement of a forfeiture action or other similar proceeding, whether civil or criminal, which, in Lender’s reasonable judgment,
could result in a forfeiture of the Mortgaged Property or otherwise materially impair the lien created by this Loan Agreement
or the Security Instrument or Lender’s interest in the Mortgaged Property;


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 77
	Article 14	08-13	© 2013 Fannie Mae



     


    

 


(9)         if
Borrower, Guarantor, or Key Principal is a trust, or if Control of Borrower, Guarantor, or Key Principal is Transferred or if a
Restricted Ownership Interest of Borrower, Guarantor, or Key Principal would be Transferred due to the termination or revocation
of a trust, the termination or revocation of such trust, except as set forth in Section 11.03(d);


 


(10)        any
failure by Borrower to complete any Repair related to fire, life, or safety issues in accordance with the terms of this Loan Agreement
within the Completion Period (or such other date set forth on the Required Repair Schedule or otherwise required by Lender in writing
for such Repair); and


 


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


 


(b)          Events
of Default Subject to a Specified Cure Period.


 


The following
shall constitute an Event of Default subject to the cure period set forth in the Loan Documents:


 


(1)         if
Key Principal or Guarantor is a natural person, the death of such individual, unless all requirements of Section 11.03(e) are met;


 


(2)         the
occurrence of a Guarantor Bankruptcy Event, unless requirements of Section 11.03(f) are met;


 


(3)         any
failure by Borrower, Key Principal, or Guarantor to comply with the provisions of Section 5.02(b) and Section 5.02(c); and


 


(4)         any
failure by Borrower to perform any obligation under this Loan Agreement or any Loan Document that is subject to a specified written
notice and cure period, which failure continues beyond such specified written notice and cure period as set forth herein or in
the applicable Loan Document.


 


(c)          Events
of Default Subject to Extended Cure Period.


 


The following
shall constitute an Event of Default if the existence of such condition or event, or such failure to perform or default in performance
continues for a period of thirty (30) days after written notice by Lender to Borrower of the existence of such condition or event,
or of such failure to perform or default in performance, provided, however, such period may be extended for up to an additional
thirty (30) days if Borrower, in the discretion of Lender, is diligently pursuing a cure of such; provided, further, however, no
such written notice, grace period, or extension shall apply if, in Lender’s discretion, immediate exercise by Lender of a right
or remedy under this Loan Agreement or any Loan Document is required to avoid harm to Lender or impairment of the Mortgage Loan
(including the Loan Documents), the Mortgaged Property or any other security given for the Mortgage Loan:


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 78
	Article 14	08-13	© 2013 Fannie Mae



     


    

 


(1)         any
failure by Borrower to perform any of its obligations under this Loan Agreement or any Loan Document (other than those specified
in Section 14.0l(a) or Section 14.0l(b) above) as and when required.


 


Section 14.02       Remedies.


 


(a)          Acceleration;
Foreclosure.


 


If
an Event of Default has occurred and is continuing, the entire unpaid principal balance of the Mortgage Loan, any Accrued
Interest, interest accruing at the Default Rate, the Prepayment Premium (if applicable), and all other Indebtedness, at the option
of Lender, shall immediately become due and payable, without any prior written notice to Borrower, unless applicable law requires
otherwise (and in such case, after any required written notice has been given). Lender may exercise this option to accelerate regardless
of any prior forbearance. In addition, Lender shall have all rights and remedies afforded to it hereunder and under the other Loan
Documents, including, foreclosure on and/or the power of sale of the Mortgaged Property, as provided in the Security Instrument,
and any rights and remedies available to it at law or in equity (subject to Borrower’s statutory rights of reinstatement, if any,
prior to a Foreclosure Event). Any proceeds of a foreclosure or other sale under this Loan Agreement or any other Loan Document
may be held and applied by Lender as additional collateral for the Indebtedness pursuant to this Loan Agreement. Notwithstanding
the foregoing, the occurrence of any Bankruptcy Event shall automatically accelerate the Mortgage Loan and all obligations and
Indebtedness shall be immediately due and payable without written notice or further action by Lender.


 


(b)          Loss
of Right to Disbursements from Collateral Accounts.


 


If
an Event of Default has occurred and is continuing, Borrower shall immediately lose all of its rights to receive disbursements
from the Reserve/Escrow Accounts and any Collateral Accounts. During the continuance of any such Event of Default, Lender may use
the Reserve/Escrow Account Funds and any Collateral Account Funds (or any portion thereof) for any purpose, including:


 


(1)         repayment
of the Indebtedness, including principal prepayments and the Prepayment Premium applicable to such full or partial prepayment,
as applicable (however, such application of funds shall not cure or be deemed to cure any Event of Default);


 


(2)         reimbursement
of Lender for all losses and expenses (including reasonable legal fees) suffered or incurred by Lender as a result of such Event
of Default;


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 79
	Article 14	08-13	© 2013 Fannie Mae



     


    

 


(3)         completion
of the Replacement or Repair or for any other replacement or repair to the Mortgaged Property; and


 


(4)         payment
of any amount expended in exercising (and the exercise of) all rights and remedies available to Lender at law or in equity or under
this Loan Agreement or under any of the other Loan Documents.


 


Nothing in
this Loan Agreement shall obligate Lender to apply all or any portion of the Reserve/Escrow Account Funds or Collateral Account
Funds on account of any Event of Default by Borrower or to repayment of the Indebtedness or in any specific order of priority.


 


(c)          Remedies
Cumulative.


 


Each right
and remedy provided in this Loan Agreement is distinct from all other rights or remedies under this Loan Agreement or any other
Loan Document or afforded by applicable law, and each shall be cumulative and may be exercised concurrently, independently, or
successively, in any order. Lender shall not be required to demonstrate any actual impairment of its security or any increased
risk of additional default by Borrower in order to exercise any of its remedies with respect to an Event of Default.


 


Section 14.03     Additional
Lender Rights; Forbearance.


 


(a)          No
Effect Upon Obligations.


 


Lender
may, but shall not be obligated to, agree with Borrower, from time to time, and without giving notice to, or obtaining the consent
of, or having any effect upon the obligations of, Guarantor, Key Principal, or other third party obligor, to take any of the following
actions:


 


(1)         the
time for payment of the principal of or interest on the Indebtedness may be extended, or the Indebtedness may be renewed in whole
or in part;


 


(2)         the
rate of interest on or period of amortization of the Mortgage Loan or the amount of the Monthly Debt Service Payments payable under
the Loan Documents may be modified;


 


(3)         the
time for Borrower’s performance of or compliance with any covenant or agreement contained in any Loan Document, whether presently
existing or hereinafter entered into, may be extended or such performance or compliance may be waived;


 


(4)         the
maturity of the Indebtedness may be accelerated as provided in the Loan Documents;


 


(5)         any
or all payments due under this Loan Agreement or any other Loan Document may be reduced;


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 80
	Article 14	08-13	© 2013 Fannie Mae



     


    

 


(6)         any
Loan Document may be modified or amended by Lender and Borrower in any respect, including an increase in the principal amount of
the Mortgage Loan;


 


(7)         any
amounts under this Loan Agreement or any other Loan Document may be released;


 


(8)         any
security for the Indebtedness may be modified, exchanged, released, surrendered, or otherwise dealt with, or additional security
may be pledged or mortgaged for the Indebtedness;


 


(9)         the
payment of the Indebtedness or any security for the Indebtedness, or both, may be subordinated to the right to payment or the security,
or both, of any other present or future creditor of Borrower;


 


(10)        any
payments made by Borrower to Lender may be applied to the Indebtedness in such priority as Lender may determine in its discretion;
or


 


(11)        any
other terms of the Loan Documents may be modified.


 


(b)          No
Waiver of Rights or Remedies.


 


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


 


(c)          Appointment
of Lender as Attorney-In-Fact.


 


Borrower
hereby irrevocably makes, constitutes, and appoints Lender (and any officer of Lender or any Person designated by Lender for that
purpose) as Borrower’s true and lawful proxy and attorney-in-fact (and agent-in-fact) in Borrower’s name, place, and stead, with
full power of substitution, to:


 


(1)         use
any of the funds in the Replacement Reserve Account or Repairs Escrow Account for the purpose of making or completing the Replacements
or Repairs;


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 81
	Article 14	08-13	© 2013 Fannie Mae



     


    

 


(2)         make
such additions, changes, and corrections to the Replacements or Repairs as shall be necessary or desirable to complete the Replacements
or Repairs;


 


(3)         employ
such contractors, subcontractors, agents, architects, and inspectors as shall be required for such purposes;


 


(4)         pay,
settle, or compromise all bills and claims for materials and work performed in connection with the Replacements or Repairs, or
as may be necessary or desirable for the completion of the Replacements or Repairs, or for clearance of title;


 


(5)         adjust
and compromise any claims under any and all policies of insurance required pursuant to this Loan Agreement and any other Loan Document,
subject only to Borrower’s rights under this Loan Agreement;


 


(6)         appear
in and prosecute any action arising from any insurance policies;


 


(7)         collect
and receive the proceeds of insurance, and to deduct from such proceeds Lender’s expenses incurred in the collection of such proceeds;


 


(8)         commence,
appear in, and prosecute, in Lender’s or Borrower’s name, any action or proceeding relating to any condemnation;


 


(9)         settle
or compromise any claim in connection with any condemnation;


 


(10)        execute
all applications and certificates in the name of Borrower which may be required by any of the contract documents;


 


(11)        prosecute
and defend all actions or proceedings in connection with the Mortgaged Property or the rehabilitation and repair of the Mortgaged
Property;


 


(12)        take
such actions as are permitted in this Loan Agreement and any other Loan Documents;


 


(13)        execute
such financing statements and other documents and to do such other acts as Lender may require to perfect and preserve Lender’s
security interest in, and to enforce such interests in, the collateral; and


 


(14)        carry
out any remedy provided for in this Loan Agreement and any other Loan Documents, including endorsing Borrower’s name to checks,
drafts, instruments and other items of payment and proceeds of the collateral, executing change of address forms with the postmaster
of the United States Post Office serving the address of Borrower, changing the address of Borrower to that of Lender, opening all
envelopes addressed to Borrower, and applying any payments contained therein to the Indebtedness.


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 82
	Article 14	08-13	© 2013 Fannie Mae



     


    

  


Borrower
hereby acknowledges that the constitution and appointment of such proxy and attorney-in-fact are coupled with an interest and are
irrevocable and shall not be affected by the disability or incompetence of Borrower. Borrower specifically acknowledges and agrees
that this power of attorney granted to Lender may be assigned by Lender to Lender’s successors or assigns as holder of the Note
(and the Mortgage Loan). However, the foregoing shall not require Lender to incur any expense or take any action. Borrower hereby
ratifies and confirms all that such attorney-in-fact may do or cause to be done by virtue of any provision of this Loan Agreement
and any other Loan Documents.


 


(d)          Borrower
Waivers.


 


If more
than one Person signs this Loan Agreement as Borrower, each Borrower, with respect to any other Borrower, hereby agrees that Lender,
in its discretion, may:


 


(1)         bring
suit against Borrower, or any one or more of Borrower, jointly and severally, or against any one or more of them;


 


(2)         compromise
or settle with any one or more of the persons constituting Borrower, for such consideration as Lender may deem proper;


 


(3)         release
one or more of the persons constituting Borrower, from liability; or


 


(4)         otherwise
deal with Borrower, or any one or more of them, in any manner, and no such action shall impair the rights of Lender to collect
from any Borrower the full amount of the Indebtedness.


 


Section 14.04         Waiver
of Marshaling.


 


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


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 83
	Article 14	08-13	© 2013 Fannie Mae



     


    

 


ARTICLE 15 -
MISCELLANEOUS


 


Section 15.01         Governing
Law; Consent to Jurisdiction and Venue.


 


(a)          Governing
Law.


 


This Loan
Agreement and any other Loan Document which does not itself expressly identify the law that is to apply to it, shall be governed
by the laws of the Property Jurisdiction without regard to the application of choice of law principles.


 


(b)          Venue.


 


Any controversy
arising under or in relation to this Loan Agreement or any other Loan Document shall be litigated exclusively in the Property Jurisdiction
without regard to conflicts of laws principles. The state and federal courts and authorities with jurisdiction in the Property
Jurisdiction shall have exclusive jurisdiction over all controversies which shall arise under or in relation to this Loan Agreement
or any other Loan Document. Borrower irrevocably consents to service, jurisdiction, and venue of such courts for any such litigation
and waives any other venue to which it might be entitled by virtue of domicile, habitual residence, or otherwise.


 


Section 15.02         Notice.


 


(a)          Process
of Serving Notice.


 


Except
as otherwise set forth herein or in any other Loan Document, all notices under this Loan Agreement and any other Loan Document
shall be:


 


(1)         in
writing and shall be:


 


(A)         delivered,
in person;


 


(B)         mailed,
postage prepaid, either by registered or certified delivery, return receipt requested;


 


(C)         sent
by overnight courier; or


 


(D)         sent
by electronic mail with originals to follow by overnight courier;


 


(2)         addressed
to the intended recipient at Borrower’s Notice Address and Lender’s Notice Address, as applicable; and


 


(3)         deemed
given on the earlier to occur of:


 


(A)         the
date when the notice is received by the addressee; or


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 84
	Article 15	08-13	© 2013 Fannie Mae



     


    

 


(B)         if
the recipient refuses or rejects delivery, the date on which the notice is so refused or rejected, as conclusively established
by the records of the United States Postal Service or such express courier service.


 


(b)          Change
of Address.


 


Any party
to this Loan Agreement may change the address to which notices intended for it are to be directed by means of notice given to the
other parties identified on the Summary of Loan Terms in accordance with this Section 15.02.


 


(c)          Default
Method of Notice.


 


Any required
notice under this Loan Agreement or any other Loan Document which does not specify how notices are to be given shall be given in
accordance with this Section 15.02.


 


(d)          Receipt
of Notices.


 


Neither
Borrower nor Lender shall refuse or reject delivery of any notice given in accordance with this Loan Agreement. Each party is required
to acknowledge, in writing, the receipt of any notice upon request by the other party.


 


Section 15.03         Successors
and Assigns Bound; Sale of Mortgage Loan.


 


(a)          Binding
Agreement.


 


This Loan
Agreement shall bind, and the rights granted by this Loan Agreement shall inure to, the successors and assigns of Lender and the
permitted successors and assigns of Borrower. However, a Transfer not permitted by this Loan Agreement shall be an Event of Default
and shall be void ab initio.


 


(b)          Sale
of Mortgage Loan; Change of Servicer.


 


Nothing
in this Loan Agreement shall limit Lender’s (including its successors and assigns) right to sell or transfer the Mortgage Loan
or any interest in the Mortgage Loan. The Mortgage Loan or a partial interest in the Mortgage Loan (together with this Loan Agreement
and the other Loan Documents) may be sold one or more times without prior written notice to Borrower. A sale may result in a change
of the Loan Servicer.


 


Section 15.04         Counterparts.


 


This Loan
Agreement may be executed in any number of counterparts with the same effect as if the parties hereto had signed the same document
and all such counterparts shall be construed together and shall constitute one instrument.


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 85
	Article 15	08-13	© 2013 Fannie Mae



     


    

 


Section 15.05         Joint
and Several (or Solidary) Liability.


 


If more
than one Person signs this Loan Agreement as Borrower, the obligations of such Persons shall be joint and several (solidary instead
for purposes of Louisiana law).


 


Section 15.06         Relationship
of Parties; No Third Party Beneficiary.


 


(a)          Solely
Creditor and Debtor.


 


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


 


(b)          No
Third Party Beneficiaries.


 


No creditor
of any party to this Loan Agreement and no other person shall be a third party beneficiary of this Loan Agreement or any other
Loan Document or any account created or contemplated under this Loan Agreement or any other Loan Document. Nothing contained in
this Loan Agreement shall be deemed or construed to create an obligation on the part of Lender to any third party nor shall any
third party have a right to enforce against Lender any right that Borrower may have under this Loan Agreement. Without limiting
the foregoing:


 


(1)         any
Servicing Arrangement between Lender and any Loan Servicer shall constitute a contractual obligation of such Loan Servicer that
is independent of the obligation of Borrower for the payment of the Indebtedness;


 


(2)         Borrower
shall not be a third party beneficiary of any Servicing Arrangement; and


 


(3)         no
payment by the Loan Servicer under any Servicing Arrangement will reduce the amount of the Indebtedness.


 


Section 15.07         Severability;
Entire Agreement; Amendments.


 


The invalidity
or unenforceability of any provision of this Loan Agreement or any other Loan Document shall not affect the validity or enforceability
of any other provision of this Loan Agreement or of any other Loan Document, all of which shall remain in full force and effect,
including the Guaranty. This Loan Agreement contains the complete and entire agreement among the parties as to the matters covered,
rights granted, and the obligations assumed in this Loan Agreement. This Loan Agreement may not be amended or modified except by
written agreement signed by the parties hereto.


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 86
	Article 15	08-13	© 2013 Fannie Mae



     


    

 


Section 15.08         Construction.


 


(a)          The
captions and headings of the sections of this Loan Agreement and the Loan Documents are for convenience only and shall be disregarded
in construing this Loan Agreement and the Loan Documents.


 


(b)          Any
reference in this Loan Agreement to an “Exhibit” or “Schedule” or a “Section” or an “Article”
shall, unless otherwise explicitly provided, be construed as referring, respectively, to an Exhibit or Schedule attached to this
Loan Agreement or to a Section or Article of this Loan Agreement.


 


(c)          Any
reference in this Loan Agreement to a statute or regulation shall be construed as referring to that statute or regulation as amended
from time to time.


 


(d)          Use
of the singular in this Loan Agreement includes the plural and use of the plural includes the singular.


 


(e)          As
used in this Loan Agreement, the term “including” means “including, but not limited to” or “including,
without limitation,” and is for example only and not a limitation.


 


(f)          Whenever
Borrower’s knowledge is implicated in this Loan Agreement or the phrase “to Borrower’s knowledge” or a similar phrase
is used in this Loan Agreement, Borrower’s knowledge or such phrase(s) shall be interpreted to mean to the best of Borrower’s knowledge
after reasonable and diligent inquiry and investigation.


 


(g)          Unless
otherwise provided in this Loan Agreement, if Lender’s approval, designation, determination, selection, estimate, action, or decision
is required, permitted, or contemplated hereunder, such approval, designation, determination, selection, estimate, action, or decision
shall be made in Lender’s sole and absolute discretion.


 


(h)          All
references in this Loan Agreement to a separate instrument or agreement shall include such instrument or agreement as the same
may be amended or supplemented from time to time pursuant to the applicable provisions thereof.


 


(i)          “Lender
may” shall mean at Lender’s discretion, but shall not be an obligation.


 


(j)         If the Mortgage Loan proceeds are disbursed on a date that is later than the Effective Date, as described in Section 2.02(a)(l),
the representations and warranties in the Loan Documents with respect to the ownership and operation of the Mortgage Property
shall be deemed to be made as of the disbursement date.


 


Section 15.09         Mortgage
Loan Servicing.


 


All actions
regarding the servicing of the Mortgage Loan, including the collection of payments, the giving and receipt of notice, inspections
of the Mortgaged Property, inspections of books and records, and the granting of consents and approvals, may be taken by the Loan
Servicer unless Borrower receives notice to the contrary. If
Borrower receives conflicting notices regarding the identity of the Loan Servicer or any other subject, any such written
notice from Lender shall govern. The Loan Servicer may change from time to time (whether related or unrelated to a sale of the
Mortgage Loan). If there is a change of the Loan
Servicer, Borrower will be given written notice of the change.


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 87
	Article 15	08-13	© 2013 Fannie Mae



     


    

 


Section 15.10         Disclosure
of Information.


 


Lender
may furnish information regarding Borrower, Key Principal, or Guarantor, or the Mortgaged Property to third parties with an existing
or prospective interest in the servicing, enforcement, evaluation, performance, purchase, or securitization of the Mortgage Loan,
including trustees, master servicers, special servicers, rating agencies, and organizations maintaining databases on the underwriting
and performance of multifamily mortgage loans. Borrower irrevocably waives any and all rights it may have under applicable law
to prohibit such disclosure, including any right of privacy.


 


Section 15.11         Waiver; Conflict.


 


No specific
waiver of any of the terms of this Loan Agreement shall be considered as a general waiver. If
any provision of this Loan Agreement is in conflict with any provision of any other Loan Document, the provision contained
in this Loan Agreement shall control.


 


Section 15.12         No Reliance.


 


Borrower acknowledges, represents, and warrants that:


 


(a)          it
understands the nature and structure of the transactions contemplated by this Loan Agreement and the other Loan Documents;


 


(b)          it
is familiar with the provisions of all of the documents and instruments relating to such transactions;


 


(c)          it
understands the risks inherent in such transactions, including the risk of loss of all or any part of the Mortgaged Property;


 


(d)          it
has had the opportunity to consult counsel; and


 


(e)          it
has not relied on Lender for any guidance or expertise in analyzing the financial or other consequences of the transactions contemplated
by this Loan Agreement or any other Loan Document or otherwise relied on Lender in any
manner in connection with interpreting, entering into, or otherwise in connection
with this Loan Agreement, any other Loan Document, or any of the matters contemplated hereby or thereby.


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 88
	Article 15	08-13	© 2013 Fannie Mae



     


    

 


Section 15.13         Subrogation.


 


If,
and to the extent that, the proceeds of the Mortgage Loan are used to pay, satisfy, or discharge any obligation of Borrower
for the payment of money that is secured by a pre-existing mortgage, deed of trust, or other lien encumbering the Mortgaged Property,
such Mortgage Loan proceeds shall be deemed to have been advanced by Lender at Borrower’s request, and Lender shall automatically,
and without further action on its part, be subrogated to the rights, including lien priority, of the owner or holder of the obligation
secured by such prior lien; whether or not such prior lien is released.


 


Section 15.14         Counting
of Days.


 


Except
where otherwise specifically provided, any reference in this Loan Agreement to a period of “days” means calendar days,
not Business Days. If the date on which Borrower
is required to perform an obligation under this Loan Agreement is not a Business Day, Borrower shall be required to perform such
obligation by the Business Day immediately preceding such date; provided, however, in respect of any Payment Date, or if
the Maturity Date is other than a Business Day, Borrower shall be obligated to make such payment by the Business Day immediately
following such date.


 


Section 15.15         Revival
and Reinstatement of Indebtedness.


 


If
the payment of all or any part of the Indebtedness by Borrower, Guarantor, or any other Person, or the transfer to Lender
of any collateral or other property should for any reason subsequently be declared to be void or voidable under any state or federal
law relating to creditors’ rights, including provisions of the Insolvency Laws relating to a Voidable Transfer, and if Lender is
required to repay or restore, in whole or in part, any such Voidable Transfer, or elects to do so upon the advice of its counsel,
then the amount of such Voidable Transfer or the amount of such Voidable Transfer that Lender is required or elects to repay or
restore, including all reasonable costs, expenses, and attorneys’ fees incurred by Lender in connection therewith, and the Indebtedness
shall automatically shall be revived, reinstated, and restored by such amount and shall exist as though such Voidable Transfer
had never been made.


 


Section 15.16         Time
is of the Essence.


 


Borrower
agrees that, with respect to each and every obligation and covenant contained in this Loan Agreement and the other Loan Documents,
time is of the essence.


 


Section 15.17         Final
Agreement.


 


THIS LOAN
AGREEMENT ALONG WITH ALL OF THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT
MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS. THERE ARE NO UNWRITTEN
ORAL AGREEMENTS BETWEEN THE PARTIES. All prior or contemporaneous agreements, understandings, representations, and statements,
oral or written, are merged into this Loan Agreement and the other Loan Documents. This Loan Agreement, the other Loan Documents,
and any of their provisions may not be waived, modified, amended, discharged, or terminated except by an agreement in writing signed
by the party against which the enforcement of the waiver, modification, amendment, discharge, or termination is sought, and then
only to the extent set forth in that agreement.


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 89
	Article 15	08-13	© 2013 Fannie Mae



     


    

 


Section 15.18         WAIVER OF TRIAL
BY JURY.


 


TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH OF BORROWER AND LENDER (a) COVENANTS AND AGREES NOT TO ELECT A TRIAL BY JURY WITH
RESPECT TO ANY ISSUE ARISING OUT OF THIS LOAN AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR THE RELATIONSHIP BETWEEN THE PARTIES AS
BORROWER AND LENDER, THAT IS TRIABLE OF RIGHT BY A JURY, AND (b) WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO SUCH ISSUE TO
THE EXTENT THAT ANY SUCH RIGHT EXISTS NOW OR IN THE FUTURE. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS SEPARATELY GIVEN BY EACH PARTY,
KNOWINGLY AND VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL.


 


[Remainder of Page Intentionally Blank]


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page 90
	Article 15	08-13	© 2013 Fannie Mae



     


    

 


IN
WITNESS WHEREOF, Borrower and Lender have signed and delivered this Loan Agreement under seal (where applicable) or
have caused this Loan Agreement to be signed and delivered under seal (where applicable) by their duly authorized representatives.
Where applicable law so provides, Borrower and Lender intend that this Loan Agreement shall be deemed to be signed and delivered
as a sealed instrument.


 


	 	BORROWER:
	 	 
	 	BRE MF TPC LLC,
	 	a Delaware limited liability company
	 	 	 
	 	By:	/s/ Olivia John
	 	Olivia John
	 	Vice President


 


[DOCUMENT EXECUTION CONTINUES ON THE FOLLOWING
PAGE]


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page S-1
	Signature Page	08-13	© 2013 Fannie Mae



     


    

 


	 	LENDER:
	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	a national banking association
	 	 	 
	 	By:	/s/ Christian Adrian
	 	Christian Adrian
	 	Director


 




    	Multifamily Loan and Security Agreement
 (Non-Recourse)	Form 6001.NR	Page S-2
	Signature Page	08-13	© 2013 Fannie Mae



     


    

 


SCHEDULE I


TO MULTIFAMILY LOAN AND SECURITY AGREEMENT


 


Definitions Schedule


(Interest Rate Type - Structured
ARM (1 and 3 Month LIBOR))


 


Capitalized terms used in the
Loan Agreement have the meanings given to such terms in this Definitions Schedule.


 


“Accrued
Interest” means unpaid interest, if any, on the Mortgage Loan that has not been added to the unpaid principal balance
of the Mortgage Loan pursuant to Section 2.02(b) (Capitalization of Accrued But Unpaid Interest) of the Loan Agreement.


 


“Additional
Lender Repairs” means repairs of the type listed on the Required Repair Schedule but not otherwise identified thereon
that are determined advisable by Lender to keep the Mortgaged Property in good order and repair (ordinary wear and tear excepted)
and in good marketable condition or to prevent deterioration of the Mortgaged Property.


 


“Additional
Lender Replacements” means replacements of the type listed on the Required Replacement Schedule but not otherwise
identified thereon that are determined advisable by Lender to keep the Mortgaged Property in good order and repair (ordinary wear
and tear excepted) and in good marketable condition or to prevent deterioration of the Mortgaged Property.


 


“Adjustable Rate”
has the meaning set forth in the Summary of Loan Terms. “Amortization Period” has the meaning set forth in
the Summary of Loan Terms. “Amortization Type” has the meaning set forth in the Summary of Loan Terms.


 


“Bank
Secrecy Act” means the Bank Secrecy Act of 1970, as amended (e.g., 31 U.S.C. Sections 5311-5330).


 


“Bankruptcy Event”
means any one or more of the following:


 


(a)          the
commencement, filing or continuation of a voluntary case or proceeding under one or more of the Insolvency Laws by Borrower;


 


(b)          the
acknowledgment in writing by Borrower (other than to Lender in connection with a workout) that it is unable to pay its debts generally
as they mature;


 


(c)          the
making of a general assignment for the benefit of creditors by Borrower;


 


(d)          the
commencement, filing or continuation of an involuntary case or proceeding under one or more Insolvency Laws against Borrower; or


 




    	Schedule 1 to Multifamily Loan and
 Security Agreement - Definitions Schedule
 (Interest Rate Type - SARM)	Form 6101.SARM	Page 1
	Fannie Mae	08-13	© 2013 Fannie Mae



     


    

 


(e)          the
appointment of a receiver(other than a receiver appointed at the direction or request of Lender under the terms of the Loan Documents),
liquidator, custodian, sequestrator, trustee or other similar officer who exercises control over Borrower or any substantial part
of the assets of Borrower;


 


provided,
however, that any proceeding or case under (d) or (e) above shall not be a Bankruptcy Event until the ninetieth (90th) day
after filing (if not earlier dismissed) so long as such proceeding or case occurred without the consent, encouragement or
active participation of (1) Borrower,
Guarantor or Key Principal, (2) any Person Controlling Borrower, Guarantor or Key Principal, or (3) any Person Controlled by
or under common Control with Borrower, Guarantor or Key Principal (in which event such case or proceeding shall be a
Bankruptcy Event immediately).


 


“Blackstone
Fund” means the real estate opportunity fund commonly known as Blackstone Real Estate Partners VII.


 


“Borrower”
means, individually (and jointly and severally (solidarily instead for purposes of Louisiana law) if more than one),
the entity (or entities) identified as “Borrower” in the first paragraph of the Loan Agreement.


 


“Borrower Affiliate”
means, as to Borrower, Guarantor or Key Principal:


 


(a)          any
Person that owns any direct ownership interest in Borrower, Guarantor or Key Principal;


 


(b)          any
Person that indirectly owns, with the power to vote, twenty percent (20%) or more of the ownership interests in Borrower, Guarantor
or Key Principal;


 


(c)          any
Person Controlled by, under common Control with, or which Controls, Borrower, Guarantor or Key Principal;


 


(d)          any
entity in which Borrower, Guarantor or Key Principal directly or indirectly owns, with the power to vote, twenty percent (20%)
or more of the ownership interests in such entity, or


 


(e)          any
other individual that is related (to the third degree of consanguinity) by blood or marriage to Borrower, Guarantor or Key Principal.


 


“Borrower
Requested Repairs” means repairs not listed on the Required Repair Schedule requested by Borrower to be reimbursed
from the Repairs Escrow Account.


 


“Borrower
Requested Replacements” means replacements not listed on the Required Replacement Schedule requested by Borrower
to be reimbursed from the Replacement Reserve Account.


 




    	Schedule 1 to Multifamily Loan and
 Security Agreement - Definitions Schedule
 (Interest Rate Type - SARM)	Form 6101.SARM	Page 2
	Fannie Mae	08-13	© 2013 Fannie Mae



     


    

 


“Borrower’s
General Business Address” has the meaning set forth in the Summary of Loan Terms.


 


“Borrower’s Notice Address”
has the meaning set forth in the Summary of Loan Terms.


 


“BREP”
means Blackstone Real Estate Partners VII, L.P.,
Blackstone Real Estate Partners VII.TE.I L.P., Blackstone Real Estate Partners VII.TE.2 L.P., Blackstone Real Estate Partners
VII.TE.3 L.P., Blackstone Real Estate Partners VII.TE.4 L.P., Blackstone Real Estate Partners VII.TE.5 L.P., Blackstone Real Estate
Partners VII.TE.6 L.P., Blackstone Real Estate Partners VII.TE.? L.P., Blackstone Real Estate Partners VII.TE.8 L.P., Blackstone
Real Estate Partners VII.F (AV) L.P., Blackstone Real Estate Partners VII-ESC L.P. and Blackstone Family Real Estate Partnership
VII-SMD L.P., each a Delaware limited partnership, and any affiliated partnerships under common control which comprise the Blackstone
Fund.


 


“BREP Affiliate”
means BREP and/or any wholly-owned subsidiary or affiliate of BREP.


 


“BREP Prohibited Person”
means:


 


(a)          any
Person with whom Lender or Fannie Mae is prohibited from doing business pursuant to any law, rule, regulation, judicial proceeding
or an administrative directive of a Governmental Authority; or


 


(b)          any
Person identified on the United States Department of Housing and Urban Development’s “Limited Denial of Participation, HUD
Funding Disqualifications and Voluntary Abstentions List,” or on the General Services Administration’s “Excluded Parties
List System,” each of which may be amended from time to time, and any successor or replacement thereof; or


 


(c)          any
Person that is determined by Fannie Mae to pose an unacceptable credit risk due to the aggregate amount of debt of such Person
currently held, owned or committed to by Fannie Mae, in any form, that would, after taking into consideration the Transfer, exceed
$3 Billion Dollars.


 


“Business
Day” means any day other than (a) a Saturday, (b) a Sunday, (c) a day on which Lender is not open for business,
or (d) a day on which the Federal Reserve Bank of New York is not open for business.


 


“Change
of Control Date” means the date that Guarantor takes over Control of Borrower pursuant to the terms of the Joint
Venture documents.


 


“Collateral
Account Funds” means, collectively, the funds on deposit in any or all of the Collateral Accounts, including the
Reserve/Escrow Account Funds.


 




    	Schedule 1 to Multifamily Loan and
 Security Agreement - Definitions Schedule
 (Interest Rate Type - SARM)	Form 6101.SARM	Page 3
	Fannie Mae	08-13	© 2013 Fannie Mae



     


    

 


“Collateral
Accounts” means any account designated as such by Lender pursuant to a Collateral Agreement or as established pursuant
to this Loan Agreement, including the Reserve/Escrow Account.


 


“Collateral
Agreement” means any separate agreement between Borrower and Lender for the establishment of any other fund, reserve
or account.


 


“Completion Period”
has the meaning set forth in the Summary of Loan Terms.


 


“Condemnation Action”
has the meaning set forth in the Security Instrument.


 


“Control”
(including with correlative meanings, such as “Controlling,” “Controlled by” and “under common
Control with”) means, as applied to any entity, the possession, directly or indirectly, of the power to direct or cause the
direction of the management (other than property management) and operations of such entity, whether through the ownership of voting
securities or other ownership interests, by contract, agreement to act in concert or otherwise.


 


“Credit
Score” means a numerical value or a categorization derived from a statistical tool or modeling system used to measure
credit risk and predict the likelihood of certain credit behaviors, including default.


 


“Current Index”
has the meaning set forth in the Summary of Loan Terms.


 


“Debt
Service Amounts” means the Monthly Debt Service Payments and all other amounts payable under the Loan Agreement,
the Note, the Security Instrument or any other Loan Document.


 


“Default Rate” means
an interest rate equal to the lesser of:


 


(a)          the
sum of the Interest Rate plus four (4) percentage points; or


 


(b)          the
maximum interest rate which may be collected from Borrower under applicable law.


 


“Definitions Schedule”
means this Schedule 1 (Definitions Schedule) to the Loan Agreement.


 


“Effective Date”
has the meaning set forth in the Summary of Loan Terms.


 


“Employee
Benefit Plan” means a plan described in Section 3(3) of ERISA, which is subject to Title I of ERISA.


 


“Enforcement Costs”
has the meaning set forth in the Security Instrument.


 


“Environmental
Indemnity Agreement” means that certain Environmental Indemnity Agreement dated as of the Effective Date made by Borrower
to and for the benefit of Lender, as the same may be amended, restated, replaced, supplemented, or otherwise modified from
time to time.


 




    	Schedule 1 to Multifamily Loan and
 Security Agreement - Definitions Schedule
 (Interest Rate Type - SARM)	Form 6101.SARM	Page 4
	Fannie Mae	08-13	© 2013 Fannie Mae



     


    

 


“Environmental
Inspections” has the meaning set forth in the Environmental Indemnity Agreement.


 


“Environmental Laws”
has the meaning set forth in the Environmental Indemnity Agreement.


 


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


 


“ERISA
Affiliate” shall mean, with respect to Borrower, any entity that, together with Borrower, would be treated as a
single employer under Section 414(b) or (c) of the Internal Revenue Code, or Section 4001(a)(l4) of BRISA, or the regulations thereunder.


 


“ERISA
Plan” means any employee pension benefit plan within the meaning of Section 3(2) of BRISA (or related trust)
that is subject to the requirements of Title IV of BRISA, Sections 430 or 431 of the Internal Revenue Code, or Sections 302,
303, or 304 of BRISA, which is maintained or contributed to by Borrower or its BRISA Affiliates.


 


“Event
of Default” means the occurrence of any event listed in Section 14.01 (Events of Default) of the Loan Agreement.


 


“Exceptions
to Representations and Warranties Schedule” means that certain Schedule 7 (Exceptions to Representations and Warranties
Schedule) to the Loan Agreement.


 


“First Payment Date”
has the meaning set forth in the Summary of Loan Terms.


 


“First
Principal and Interest Payment Date” has the meaning set forth in the Summary of Loan Terms, if applicable.


 


“Fixed
Monthly Principal Component” has the meaning set forth in the Summary of Loan Terms.


 


“Fixed
Rate” has the meaning set forth in the Summary of Loan Terms.


 


“Fixtures”
has the meaning set forth in the Security Instrument.


 


“Force
Majeure” shall mean acts of God, acts of war, civil disturbance, governmental action (including the revocation
or refusal to grant licenses or permits, where such revocation or refusal is not due to the fault of Borrower), strikes, lockouts,
fire, unavoidable casualties or any other causes beyond the reasonable control of Borrower (other than lack of financing), and
of which Borrower shall have notified Lender in writing within ten (10) days after its occurrence.


 


“Foreclosure Event”
means:


 


(a)          foreclosure
under the Security Instrument;


 




    	Schedule 1 to Multifamily Loan and
 Security Agreement - Definitions Schedule
 (Interest Rate Type - SARM)	Form 6101.SARM	Page 5
	Fannie Mae	08-13	© 2013 Fannie Mae



     


    

 


(b)          any
other exercise by Lender of rights and remedies (whether under the Security Instrument or under applicable law, including Insolvency
Laws) as holder of the Mortgage Loan and/or the Security Instrument, as a result of which Lender (or its designee or nominee) or
a third party purchaser becomes owner of the Mortgaged Property;


 


(c)          delivery
by Borrower to Lender (or its designee or nominee) of a deed or other conveyance of Borrower’s interest in the Mortgaged Property
in lieu of any of the foregoing; or


 


(d)          in
Louisiana, any dation en paiement.


 


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


 


“Guarantor”
means, individually and collectively, any guarantor of the Indebtedness or any other obligation of Borrower under any
Loan Document.


 


“Guarantor Bankruptcy
Event” means any one or more of the following:


 


(a)          the
commencement, filing or continuation of a voluntary case or proceeding under one or more of the Insolvency Laws by Guarantor;


 


(b)          the
acknowledgment in writing by Guarantor (other than to Lender in connection with a workout) that it is unable to pay its debts generally
as they mature;


 


(c)          the
making of a general assignment for the benefit of creditors by Guarantor;


 


(d)          the
commencement, filing or continuation of an involuntary case or proceeding under one or more Insolvency Laws against Guarantor;
or


 


(e)          the
appointment of a receiver, liquidator, custodian, sequestrator, trustee or other similar officer who exercises control over Guarantor
or any substantial part of the assets of Guarantor, as applicable;


 


provided,
however, that any proceeding or case under (d) or (e) above shall not be a Guarantor Bankruptcy Event until the ninetieth
(90th) day after filing (if not earlier dismissed) so long as such proceeding or case occurred without the consent,
encouragement or active participation of (1) Borrower,
Guarantor or Key Principal, (2) any Person Controlling Borrower, Guarantor or Key Principal, or (3) any Person Controlled by
or under common Control with Borrower, Guarantor or Key Principal (in which event such case or proceeding shall be a
Guarantor Bankruptcy Event immediately).


 


“Guarantor’s
General Business Address” has the meaning set forth in the Summary of Loan Terms.


 




    	Schedule 1 to Multifamily Loan and
 Security Agreement - Definitions Schedule
 (Interest Rate Type - SARM)	Form 6101.SARM	Page 6
	Fannie Mae	08-13	© 2013 Fannie Mae



     


    

 


“Guarantor’s Notice Address” has
the meaning set forth in the Summary of Loan Terms.


 


“Guaranty”
means, individually and collectively, any Payment Guaranty, Non-Recourse Guaranty or other guaranty executed by Guarantor
in connection with the Mortgage Loan.


 


“Immediate Family Members”
means a child, stepchild, grandchild, spouse, sibling, or parent, each of whom is not a Prohibited Person.


 


“Imposition Deposits” has the meaning
set forth in the Security Instrument.


 


“Impositions” has the meaning set forth in the Security Instrument.


 


“Improvements”
has the meaning set forth in the Security Instrument.


 


“Indebtedness” has the meaning set forth in the Security
Instrument.


 


“Index” has the meaning set forth in the Summary of Loan Terms.


 


“Initial Adjustable Rate” has the
meaning set forth in the Summary of Loan Terms.


 


“Initial Monthly Debt
Service Payment” has the meaning set forth in the Summary of Loan Terms.


 


“Initial Replacement Reserve
Deposit” has the meaning set forth in the Summary of Loan Terms.


 


“Insolvency
Laws” means the United States Bankruptcy Code, 11 U.S.C. Section 101, et seq., together with any other federal
or state law affecting debtor and creditor rights or relating to the bankruptcy, insolvency, reorganization, arrangement, moratorium,
readjustment of debt, dissolution, liquidation or similar laws, proceedings, or equitable principles affecting the enforcement
of creditors’ rights, as amended from time to time.


 


“Insolvent” means:


 


(a)          that
the sum total of all of a specified Person’s liabilities (whether secured or unsecured, contingent or fixed, or liquidated or unliquidated)
is in excess of the value of such Person’s non-exempt assets, i.e., all of the assets of such Person that are available to satisfy
claims of creditors; or


 


(b)          such
Person’s inability to pay its debts as they become due.


 


“Intended
Prepayment Date” means the date upon which Borrower intends to make a prepayment on the Mortgage Loan, as set forth
in the Prepayment Notice.


 


“Interest Accrual Method” has the
meaning set forth in the Summary of Loan Terms.


 




    	Schedule 1 to Multifamily Loan and
 Security Agreement - Definitions Schedule
 (Interest Rate Type - SARM)	Form 6101.SARM	Page 7
	Fannie Mae	08-13	© 2013 Fannie Mae



     


    

 


“Interest Only Term”
has the meaning set forth in the Summary of Loan Terms.


 


“Interest Rate” means the Initial Adjustable Rate
or the Adjustable Rate, as applicable.


 


“Interest Rate Type” has the meaning set forth in the Summary of Loan Terms.


 


“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended.


 


“Investor”
means any Person to whom Lender intends to sell, transfer, deliver or assign the Mortgage Loan in the secondary mortgage
market.


 


“Joint
Venture” means BRE MF Investment L.P., a Delaware limited partnership, the sole member of the Borrower.


 


“JV
Manager” means Orion WR Investment Associates, LLC,, a Delaware limited liability company.


 


“JV
Member” means Orion WR GP, LLC, a Delaware limited liability company and/or JV Manager.


 


“JV
Member Affiliate” means any entity Controlled by, under common Control with, or which Controls JV Member (.


 


“Key Principal” means, collectively:


 


(a)          the
natural person(s) or entity that Controls Borrower that Lender determines is critical to the successful operation and management
of Borrower and the Mortgaged Property, as identified as such in the Summary of Loan Terms; or


 


(b)          any
natural person or entity who becomes a Key Principal after the date of the Loan Agreement and is identified as such in an assumption
agreement, or another amendment or supplement to the Loan Agreement.


 


“Key Principal’s General
Business Address” has the meaning set forth in the Summary of Loan Terms.


 


“Key Principal’s Notice Address” has
the meaning set forth in the Summary of Loan Terms.


 


“Land”
means the land described in Exhibit A to the Security Instrument.


 


“Last Interest Only
Payment Date” has the meaning set forth in the Summary of Loan Terms, if applicable.


 


“Late
Charge” means an amount equal to the delinquent amount then due under the Loan Documents multiplied by five percent
(5%).


 




    	Schedule 1 to Multifamily Loan and
 Security Agreement - Definitions Schedule
 (Interest Rate Type - SARM)	Form 6101.SARM	Page 8
	Fannie Mae	08-13	© 2013 Fannie Mae



     


    

 


“Leases”
has the meaning set forth in the Security Instrument.


 


“Lender”
means the entity identified as “Lender” in the first paragraph of the Loan Agreement and its transferees,
successors and assigns, or any subsequent holder of the Note.


 


“Lender’s
General Business Address” has the meaning set forth in the Summary of Loan Terms.


 


“Lender’s Notice Address” has the
meaning set forth in the Summary of Loan Terms.


 


“Lender’s Payment Address” has the meaning set forth in the Summary
of Loan Terms.


 


“Lien” has the meaning set forth in the Security Instrument.


 


“Loan
Agreement” means the Multifamily Loan and Security Agreement dated as of the Effective Date executed by and between
Borrower and Lender to which this Definitions Schedule is attached, as the same may be amended, restated, replaced, supplemented
or otherwise modified from time to time.


 


“Loan Amount” has
the meaning set forth in the Summary of Loan Terms.


 


“Loan
Application” means the application for the Mortgage Loan submitted by Borrower to Lender.


 


“Loan
Documents” means the Note, the Loan Agreement, the Security Instrument, the Environmental Indemnity Agreement,
the Guaranty, all guaranties, all indemnity agreements, all Collateral Agreements, all O&M Plans, and any other documents now
or in the future executed by Borrower, Guarantor, Key Principal, any other guarantor or any other Person in connection with the
Mortgage Loan, as such documents may be amended, restated, replaced, supplemented or otherwise modified from time to time.


 


“Loan
Servicer” means the entity that from time to time is designated by Lender to collect payments and deposits and
receive notices under the Note, the Loan Agreement, the Security Instrument and any other Loan Document, and otherwise to service
the Mortgage Loan for the benefit of Lender. Unless Borrower receives notice to the contrary, the Loan Servicer shall be the Lender
originally named on the Summary of Loan Terms.


 


“Loan
Term” has the meaning set forth in the Summary of Loan Terms.


 


“Loan
Year” has the meaning set forth in the Summary of Loan Terms.


 


“Margin”
has the meaning set forth in the Summary of Loan Terms.


 


“Material
Commercial Lease” means any non-Residential Lease, including any master lease (which term “master lease”
shall include any master lease to a single corporate tenant), other than:


 




    	Schedule 1 to Multifamily Loan and
 Security Agreement - Definitions Schedule
 (Interest Rate Type - SARM)	Form 6101.SARM	Page 9
	Fannie Mae	08-13	© 2013 Fannie Mae



     


    

  


(a)          a
non-Residential Lease that comprises less than five percent (5%) of total gross income of the Mortgaged Property on an annualized
basis, so long as the lease is not a cell tower lease, a solar (power) lease or a solar power purchase agreement;


 


(b)          a
cable television lease or broadband network lease with a lessee that is not a BREP Affiliate, Key Principal or Guarantor;


 


(c)          storage
units leased pursuant to any Residential Lease; or


 


(d)          a
laundry lease, so long as:


 


(1)         the
lessee is not a BREP Affiliate, Key Principal or Guarantor;


 


(2)         the
rent payable is not below-market (as determined by Lender); and


 


(3)         such
laundry lease is terminable for cause by lessor.


 


“Maturity Date” has the meaning set
forth in the Summary of Loan Terms.


 


“Maximum Inspection Fee” has the
meaning set forth in the Summary of Loan Terms.


 


“Maximum Repair Cost”
shall be the amount(s) set forth in the Required Repair Schedule, if any.


 


“Maximum Repair Disbursement
Interval” has the meaning set forth in the Summary of Loan Terms.


 


“Maximum Replacement Reserve
Disbursement Interval” has the meaning set forth in the Summary of Loan Terms.


 


“Mezzanine
Debt” means a loan to a direct or indirect owner of Borrower secured by a pledge of the direct or indirect equity
interests in Borrower held by such owner.


 


“Minimum Repairs Disbursement
Amount” has the meaning set forth in the Summary of Loan Terms.


 


“Minimum Replacement
Reserve Disbursement Amount” has the meaning set forth in the Summary of Loan Terms.


 


“Monthly Debt Service Payment” has
the meaning set forth in the Summary of Loan Terms.


 


“Monthly Replacement
Reserve Deposit” has the meaning set forth in the Summary of Loan Terms.


 




    	Schedule 1 to Multifamily Loan and
 Security Agreement - Definitions Schedule
 (Interest Rate Type - SARM)	Form 6101.SARM	Page 10
	Fannie Mae	08-13	© 2013 Fannie Mae



     


    

 


“Mortgage
Loan” means the mortgage loan made by Lender to Borrower in the principal amount of the Note made pursuant to the
Loan Agreement, evidenced by the Note and secured by the Loan Documents that are expressly stated to be security for the Mortgage
Loan.


 


“Mortgaged Property”
has the meaning set forth in the Security Instrument.


 


“Multifamily Project” has the meaning set forth in the
Summary of Loan Terms.


 


“Multifamily Project Address” has the meaning set forth in the Summary of Loan Terms.


 


“Multifamily
Residential Property” means a residential property, located in the United States, containing five (5) or more dwelling
units in which not more than ten percent (10%) of the net rentable area is or will be rented to non-residential tenants, and conforming
to the Underwriting and Servicing Requirements.


 


“Non-Recourse
Guaranty” means, if applicable, that certain Guaranty of Non-Recourse Obligations of even date herewith executed
by Guarantor to and for the benefit of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified
from time to time.


 


“Note”
means that certain Multifamily Note of even date herewith in the original principal amount of the stated Loan Amount
made by Borrower in favor of Lender, and all schedules, riders, allonges and addenda attached thereto, as the same may be amended,
restated, replaced, supplemented or otherwise modified from time to time.


 


“O&M
Plan” has the meaning set forth in the Environmental Indemnity Agreement.


 


“OFAC”
means the United States Treasury Department, Office of Foreign Assets Control, and any successor thereto.


 


“Payment Change Date”
has the meaning set forth in the Summary of Loan Terms.


 


“Payment
Date” means the First Payment Date and the first day of each month thereafter until the Mortgage Loan is fully
paid.


 


“Payment
Guaranty” means, if applicable, that certain Guaranty (Payment) of even date herewith executed by Guarantor to
and for the benefit of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to
time.


 


“Permitted Encumbrance”
has the meaning set forth in the Security Instrument.


 


“Permitted
Mezzanine Debt” means Mezzanine Debt incurred by a direct or indirect owner or owners of Borrower where the exercise
of any of the rights and remedies by the holder or holders of the Mezzanine Debt would not in any circumstance cause, (i) a change
in Control in Borrower, Key Principal, or Guarantor, or (ii) a Transfer of a direct or indirect Restricted Ownership Interest in
Borrower, Key Principal, or Guarantor; provided; however, that Mezzanine Debt which can result in the transfers permitted under
Section 11.04 (subject to the requirements contained therein) shall be considered Permitted Mezzanine Debt.


 




    	Schedule 1 to Multifamily Loan and
 Security Agreement - Definitions Schedule
 (Interest Rate Type - SARM)	Form 6101.SARM	Page 11
	Fannie Mae	08-13	© 2013 Fannie Mae



     


    

 


“Permitted
Preferred Equity” means Preferred Equity that does not (a) require mandatory dividends, distributions,
payments or returns (including at maturity or in connection with a redemption), provided that Preferred Equity in BREP or any
direct or indirect owners of BREP shall be considered Permitted Preferred Equity, subject to the requirements of Section
11.04, or (b) provide the Preferred Equity owner with rights or
remedies on account of a failure to receive any preferred dividends, distributions, payments or returns (or, if such rights
are provided, the exercise of such rights do not violate the Loan Documents or are otherwise exercised with the prior written
consent of Lender in accordance with Article 11 (Liens, Transfers and Assumptions) of the Loan Agreement and the payment of
all applicable fees and expenses as set forth in Section 11.03(g) (Further Conditions to Transfers and Assumption)).


 


“Permitted Prepayment
Date” means the last Business Day of a calendar month.


 


“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).


 


“Personal
Property” means the Goods, accounts, choses of action, chattel paper, documents, general intangibles (including
Software), payment intangibles, instruments, investment property, letter of credit rights, supporting obligations, computer information,
source codes, object codes, records and data, all telephone numbers or listings, claims (including claims for indemnity or breach
of warranty), deposit accounts and other property or assets of any kind or nature related to the Land or the Improvements, including
operating agreements, surveys, plans and specifications and contracts for architectural, engineering and construction services
relating to the Land or the Improvements, and all other intangible property and rights relating to the operation of, or used in
connection with, the Land or the Improvements, including all governmental permits relating to any activities on the Land.


 


“Personalty”
has the meaning set forth in the Security Instrument.


 


“Preferred
Equity” means a direct or indirect equity ownership interest in, economic interests in, or rights with respect
to, Borrower that provide an equity owner preferred dividend, distribution, payment or return treatment relative to other equity
owners.


 


“Prepayment Lockout
Period” has the meaning set forth in the Summary of Loan Terms.


 


“Prepayment
Notice” means the written notice that Borrower is required to provide to Lender in accordance with Section 2.03
(Lockout/Prepayment) of the Loan Agreement in order to make a prepayment on the Mortgage Loan, which shall include, at a minimum,
the Intended Prepayment Date.


 




    	Schedule 1 to Multifamily Loan and
 Security Agreement - Definitions Schedule
 (Interest Rate Type - SARM)	Form 6101.SARM	Page 12
	Fannie Mae	08-13	© 2013 Fannie Mae



     


    

 


“Prepayment
Premium” means the amount payable by Borrower in connection with a prepayment of the Mortgage Loan, as provided
in Section 2.03 (Lockout/Prepayment) of the Loan Agreement and calculated in accordance with the Prepayment Premium Schedule.


 


“Prepayment
Premium Schedule” means that certain Schedule 4 (Prepayment Premium Schedule) to the Loan Agreement.


 


“Prepayment Premium Term”
has the meaning set forth in the Summary of Loan Terms.


 


“Prohibited Person”
means:


 


(a)          any
Person with whom Lender or Fannie Mae is prohibited from doing business pursuant to any law, rule, regulation, judicial proceeding
or administrative directive; or


 


(b)          any
Person identified on the United States Department of Housing and Urban Development’s “Limited Denial of Participation, HUD
Funding Disqualifications and Voluntary Abstentions List,” or on the General Services Administration’s “Excluded Parties
List System,” each of which may be amended from time to time, and any successor or replacement thereof; or


 


(c)          any
Person that is determined by Fannie Mae to pose an unacceptable credit risk due to the aggregate amount of debt of such Person
owned or held by Fannie Mae; or


 


(d)          any
Person that has caused any unsatisfactory experience of a material nature with Fannie Mae or Lender, such as a default, fraud,
intentional misrepresentation, litigation, arbitration or other similar act.


 


“Property Jurisdiction”
has the meaning set forth in the Security Instrument.


 


“Property Square Footage”
has the meaning set forth in the Summary of Loan Terms.


 


“Publicly-Held
Corporation” means a corporation, the outstanding voting stock of which is registered under Sections 12(b)
or 12(g) of the Securities Exchange Act of 1934, as amended.


 


“Publicly-Held
Trust” means a real estate investment trust, the outstanding voting shares or beneficial interests of which are
registered under Sections 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended.


 


“Rate Change Date”
has the meaning set forth in the Summary of Loan Terms.


 


“Rents”
has the meaning set forth in the Security Instrument.


 


“Repair Threshold”
has the meaning set forth in the Summary of Loan Terms.


 


“Repairs”
means, individually and collectively, the Required Repairs, Borrower Requested Repairs, and Additional Lender Repairs.


 




    	Schedule 1 to Multifamily Loan and
 Security Agreement - Definitions Schedule
 (Interest Rate Type - SARM)	Form 6101.SARM	Page 13
	Fannie Mae	08-13	© 2013 Fannie Mae



     


    

 


“Repairs
Escrow Account” means the account established by Lender into which the Repairs Escrow Deposit is deposited to fund
the Repairs.


 


“Repairs
Escrow Account Administrative Fee” has the meaning set forth in the Summary of Loan Terms.


 


“Repairs Escrow Deposit”
has the meaning set forth in the Summary of Loan Terms.


 


“Replacement
Property Manager” means a property manager approved by Lender m accordance with Section 6.03(a) (Property Management)
of the Loan Agreement.


 


“Replacement
Reserve Account” means the account established by Lender into which the Replacement Reserve Deposits are deposited
to fund the Replacements.


 


“Replacement
Reserve Account Administration Fee” has the meaning set forth in the Summary of Loan Terms.


 


“Replacement
Reserve Account Interest Disbursement Frequency” has the meaning set forth in the Summary of Loan Terms.


 


“Replacement
Reserve Deposits” means the Initial Replacement Reserve Deposit, Monthly Replacement Reserve Deposits and any other
deposits to the Replacement Reserve Account required by the Loan Agreement.


 


“Replacement Threshold”
has the meaning set forth in the Summary of Loan Terms.


 


“Replacements”
means, individually and collectively, the Required Replacements, Borrower Requested Replacements and Additional Lender
Replacements.


 


“Required
Repair Schedule” means that certain Schedule 6 (Required Repair Schedule) to the Loan Agreement.


 


“Required Repairs”
means those items listed on the Required Repair Schedule.


 


“Required
Replacement Schedule” means that certain Schedule 5 (Required Replacement Schedule) to the Loan Agreement.


 


“Required Replacements”
means those items listed on the Required Replacement Schedule.


 


“Reserve/Escrow
Account Funds” means, collectively, the funds on deposit in the Reserve/Escrow Accounts.


 


“Reserve/Escrow
Accounts” means, together, the Replacement Reserve Account and the Repairs Escrow Account.


 




    	Schedule 1 to Multifamily Loan and
 Security Agreement - Definitions Schedule
 (Interest Rate Type - SARM)	Form 6101.SARM	Page 14
	Fannie Mae	08-13	© 2013 Fannie Mae



     


    

 


“Residential
Lease” means a leasehold interest in an individual dwelling unit and shall not include any master lease.


 


“Restoration”
means restoring and repairing the Mortgaged Property to the equivalent of its physical condition immediately prior to
the casualty or to a condition approved by Lender following a casualty.


 


“Restricted Ownership
Interest” means, with respect to any entity, the following:


 


(a)          if
such entity is a general partnership or a joint venture, fifty percent (50%) or more of all general partnership or joint venture
interests in such entity;


 


(b)          if
such entity is a limited partnership:


 


(1)         the
interest of any general partner; or


 


(2)         fifty
percent (50%) or more of all limited partnership interests in such entity;


 


(c)          if
such entity is a limited liability company or a limited liability partnership:


 


(1)         the
interest of any non-member manager or managing member; or


 


(2)         fifty
percent (50%) or more of all membership or other ownership interests in such entity;


 


(d)          if
such entity is a corporation (other than a Publicly-Held Corporation) with only one class of voting stock, fifty percent (50%)
or more of voting stock in such corporation;


 


(e)          if
such entity is a corporation (other than a Publicly-Held Corporation) with more than one class of voting stock, the amount of shares
of voting stock sufficient to have the power to elect the majority of directors of such corporation; or


 


(f)          if
such entity is a trust (other than a land trust or a Publicly-Held Trust), the power to Control such trust vested in the trustee
of such trust or the ability to remove, appoint or substitute the trustee of such trust (unless the trustee of such trust after
such removal, appointment or substitution is a trustee identified in the trust agreement approved by Lender).


 


“Review
Fee” means the non-refundable fee of Three Thousand Dollars ($3,000) payable to Lender.


 


“Schedule of Interest
Rate Type Provisions” means that certain Schedule 3 (Schedule of Interest Rate Type Provisions) to the Loan Agreement.


 


“Security
Instrument” means that certain multifamily mortgage, deed to secure debt or deed of trust executed and delivered
by Borrower as security for the Mortgage Loan and encumbering the Mortgaged Property, including all riders or schedules attached
thereto, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.


 




    	Schedule 1 to Multifamily Loan and
 Security Agreement - Definitions Schedule
 (Interest Rate Type - SARM)	Form 6101.SARM	Page 15
	Fannie Mae	08-13	© 2013 Fannie Mae



     


    

 


“Servicing
Arrangement” means any arrangement between Lender and the Loan Servicer for loss sharing or interim advancement
of funds.


 


“Summary
of Loan Terms” means that certain Schedule 2 (Summary of Loan Terms) to the Loan Agreement.


 


“Taxes”
has the meaning set forth in the Security Instrument.


 


“Title
Policy” means the mortgagee’s loan policy of title insurance issued in connection with the Mortgage Loan and insuring
the lien of the Security Instrument as set forth therein, as approved by Lender.


 


“Total Parking Spaces” has the meaning
set forth in the Summary of Loan Terms.


 


“Total Residential Units” has the meaning set forth in the Summary of
Loan Terms.


 


“Transfer” means:


 


(a)          a
sale, assignment, transfer or other disposition (whether voluntary, involuntary, or by operation of law), other than Residential
Leases, Material Commercial Leases or non-Material Commercial Leases permitted by this Loan Agreement;


 


(b)          a
granting, pledging, creating or attachment of a lien, encumbrance or security interest (whether voluntary, involuntary, or by operation
of law);


 


(c)          an
issuance or other creation of a direct or indirect ownership interest;


 


(d)          a
withdrawal, retirement, removal or involuntary resignation of any owner or manager of a legal entity; or


 


(e)          a
merger, consolidation, dissolution or liquidation of a legal entity.


 


“Transfer
Fee” means a fee equal to one percent (1%)
of the unpaid principal balance of the Mortgage Loan payable to Lender in connection with a Transfer of the Mortgaged Property
or of an ownership interest in Borrower, Guarantor or Key Principal for which Lender’s consent is required (including in connection
with an assumption of the Mortgage Loan).


 


“UCC”
has the meaning set forth in the Security Instrument.


 


“UCC Collateral”
has the meaning set forth in the Security Instrument.


 




    	Schedule 1 to Multifamily Loan and
 Security Agreement - Definitions Schedule
 (Interest Rate Type - SARM)	Form 6101.SARM	Page 16
	Fannie Mae	08-13	© 2013 Fannie Mae



     


    

 


“Underwriting
and Servicing Requirements” means Lender’s overall requirements for Multifamily Residential Properties in connection with
similar loans sold or anticipated to be sold to Fannie Mae, pursuant to Fannie Mae’s then current guidelines, including,
requirements relating to appraisals, physical needs assessments, environmental site assessments, and servicing and asset management,
as such requirements may be amended, modified, updated, superseded, supplemented or replaced from time to time.


 


“Voidable
Transfer” means any fraudulent conveyance, preference or other voidable or recoverable payment of money or transfer of
property.


 


[DOCUMENT EXECUTION OCCURS ON THE FOLLOWING PAGE]


 




    	Schedule
                                         1 to Multifamily Loan and
 Security Agreement -
                                         Definitions Schedule
 (Interest
                                         Rate Type - SARM)	Form 6101.SARM	Page 17
	Fannie Mae	08-13	© 2013 Fannie Mae



     


    

 





	 	/s/ initials
	 	Borrower Initials


 




    	Schedule 1 to Multifamily Loan and
 Security Agreement - Definitions Schedule
 (Interest Rate Type - SARM)	Form 6101.SARM	Page 18
	Fannie Mae	08-13	© 2013 Fannie Mae



     


    

  


SCHEDULE 2


TO MULTIFAMILY LOAN AND
SECURITY AGREEMENT


 


Summary of Loan Terms


(Interest Rate Type -
Structured ARM (1 and 3 Month LIBOR))


 


	I. GENERAL PARTY AND MULTIFAMILY PROJECT INFORMATION
	 
	Borrower	 	BRE MF TPC LLC, a Delaware limited liability company
	 	 	 
	Lender	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking  association
	 	 	 
	Key Principal	 	
        BRE APARTMENT HOLDINGS LLC BREA VII L.L.C.

        BLACKSTONE REAL ESTATE ASSOCIATES VII L.P.

        BLACKSTONE REAL ESTATE PARTNERS VII L.P.

	 	 	 
	Guarantor	 	BRE APARTMENT HOLDINGS LLC
	 	 	 
	Multifamily Project	 	THE TOWERS AT TPC SAN ANTONIO


 


	ADDRESSES
	 	 	 
	Borrower’s General Business Address	 	
        345 PARK AVENUE

        NEW YORK, NY 10154

	 	 	 
	Borrower’s Notice Address	 	
        345 PARK AVENUE

        NEW YORK, NY 10154

        EMAIL ADDRESS: Johno@Blackstone.com

	 	 	 
	Multifamily Project Address	 	
        5505 TPC PARKWAY

        SAN ANTONIO 78261

	 	 	 
	Multifamily Project County	 	BEXAR COUNTY
	 	 	 
	Key Principal’s General Business Address	 	
        345 PARK AVENUE

        NEW YORK, NY 10154

	 	 	 
	Key Principal’s Notice Address	 	
        345 PARK AVENUE

        NEW YORK, NY 10154

        EMAIL ADDRESS: Johno@Blackstone.com






 



    	Schedule 2 to Multifamily Loan and
 Security Agreement - Summary of Loan
 Terms (Interest Rate Type - SARM)	Form 6102.SARM	Page 1
	Fannie Mae	03-14	© 2014 Fannie Mae



     


    

 





	Guarantor’s General Business Address	 	345
                                         PARK AVENUE

                                             NEW YORK, NY 10154

	 	 	 
	Guarantor’s Notice Address	 	
        345 PARK AVENUE

        NEW YORK, NY 10154

        EMAIL ADDRESS: Johno@Blackstone.com

	 	 	 
	Lender’s General Business Address	 	
        2010 CORPORATE RIDGE, SUITE 1000

        MCLEAN, VIRGINIA 22102

	 	 	 
	Lender’s Notice Address	 	
        2010 CORPORATE RIDGE, SUITE 1000

        MCLEAN, VIRGINIA 22102

        EMAIL ADDRESS: Maureen.C.Fitzgerald@wellsfargo.com

	 	 	 
	Lender’s Payment Address	 	
        2010 CORPORATE RIDGE, SUITE 1000

        MCLEAN, VIRGINIA 22102





 


	II. MULTI FAMILY PROJECT INFORMATION
	 	 	 	 
	Property Square Footage 	 	460,369	 
	 	 	 	 
	Total Parking Spaces	 	262	 
	 	 	 	 
	Total Residential Units	 	139	 
	 	 	 	 
	 	 	 ̈	Yes
	 	 	 	 
	Affordable Housing Property	 	x	No







 





	III. MORTGAGE LOAN INFORMATION
	 	 	 
	Adjustable Rate	 	Until the first Rate Change Date, the Initial Adjustable Rate, and from and after each Rate Change Date
following the first Rate Change Date until the next Rate Change Date, a per annum interest rate that is the sum of (i) the Current
Index, and (ii) the Margin, which sum is then rounded to the nearest three (3) decimal places; provided, however, that the Adjustable
Rate shall never be less than the Margin.
	 	 	 
	Amortization Period	 	360 months.




 






    	Schedule 2 to Multifamily Loan and
 Security Agreement - Summary of Loan
 Terms (Interest Rate Type - SARM)	Form 6102.SARM	Page 2
	Fannie Mae	03-14	© 2014 Fannie Mae



     


    

 





	Amortization Type	 	 ̈	Amortizing
	 	 	 ̈ 
	Full
Term Interest Only

	 	 	x	Partial Interest Only



 





	Current Index	 	The published Index that is effective on the Business Day immediately preceding the applicable Rate Change Date.
	 	 	 
	Effective Date	 	May 27, 2014
	 	 	 
	First Payment Date	 	The first day of July, 2014.
	 	 	 
	First Principal Payment Date and Interest	 	The first day of July, 2015.
	 	 	 
	Fixed Monthly Component Principal	 	$29,816.39
	 	 	 
	Fixed Rate	 	4.11% per annum.
	 	 	 
	Index	 	The ICE Benchmark Administration Limited (or any successor administrator) fixing of the London Inter-Bank Offered Rate for one (1)-month U.S. Dollar-denominated deposits as reported by Reuters through electronic transmission. If the Index is no longer available, or is no longer posted through electronic transmission, Lender will choose a new index that is based upon comparable information
	 	 	 
	Initial Adjustable Rate	 	1.760% per annum.
	 	 	 
	Initial Monthly Payment Debt Service	 	$26,514.40







 



    	Schedule 2 to Multifamily Loan and
 Security Agreement - Summary of Loan
 Terms (Interest Rate Type - SARM)	Form 6102.SARM	Page 3
	Fannie Mae	03-14	© 2014 Fannie Mae



     


    




 





	Interest Accrual Method	 	Actual/360 (computed on the basis of a three hundred sixty (360) day year and the actual number of calendar days during the applicable month, calculated by multiplying the unpaid principal balance of the Mortgage Loan by the Interest Rate, dividing the product by three hundred sixty (360), and multiplying the quotient obtained by the actual number of days elapsed in the applicable month).
	 	 	 
	Interest Only Term	 	12 months.
	 	 	 
	Interest Rate Type	 	Structured ARM
	 	 	 
	Last Interest Only Payment Date	 	The first day of June, 2015.
	 	 	 
	Loan Amount	 	$18,078,000.00
	 	 	 
	Loan Term	 	120 months.
	 	 	 
	Loan Year	 	The period beginning on the Effective Date and ending on the last day of May, 2015, and each successive twelve (12) month period thereafter.
	 	 	 
	Margin	 	1.610%
	 	 	 
	Maturity Date	 	The first day of June, 2024, or any later date to which the Maturity Date may be extended (if at all) in connection with an election by Borrower to convert the Interest Rate on the Mortgage Loan to a fixed rate pursuant to the terms of the Loan Agreement, or any earlier date on which the unpaid principal  balance of the Mortgage Loan becomes due and payable by acceleration or otherwise.










 






    	Schedule 2 to Multifamily Loan and
 Security Agreement - Summary of Loan
 Terms (Interest Rate Type - SARM)	Form 6102.SARM	Page 4
	Fannie Mae	03-14	© 2014 Fannie Mae



     


    

 





	 	 	(i)	for the First Payment Date, the Initial Monthly Debt Service Payment;
	 	 	 	 
	 	 	(ii)	for each Payment Date thereafter through and including the Last Interest Only Payment Date, the amount
obtained by multiplying the unpaid principal balance of the Mortgage Loan by the Adjustable Rate, dividing the product by three
hundred sixty (360), and multiplying the quotient by the actual number of days elapsed in the applicable month;
	 	 	 	 
	Monthly Debt Service Payment	 	(iii)	for the First Principal and Interest Payment Date and each Payment Date thereafter until the Mortgage
Loan is fully paid, an amount equal to the sum of:



 


	 	 	(1)	the Fixed Monthly Principal Component; plus
	 	 	 	 
	 	 	(2)	an interest payment equal to the amount obtained by multiplying the unpaid principal balance of the Mortgage
Loan by the Adjustable Rate, dividing the product by three hundred sixty (360), and multiplying the quotient by the actual number
of days elapsed in the applicable month.



 


	Payment Change Date	 	 	The first (1st) day of the month following each Rate Change Date until the Mortgage Loan is fully paid.
	 	 	 	 
	Prepayment Lockout Period	 	 	The first (1st) Loan Year of the term of the Mortgage Loan.




 



    	Schedule 2 to Multifamily Loan and
 Security Agreement - Summary of Loan
 Terms (Interest Rate Type - SARM)	Form 6102.SARM	Page 5
	Fannie Mae	03-14	© 2014 Fannie Mae



     


    




 


	Rate Change Date	 	The First Payment Date and the first (1st) day of each month thereafter until the Mortgage Loan is fully
paid.



 




	IV. YIELD MAINTENANCE/PREPAYMENT PREMIUM INFORMATION
	 	 	 
	Prepayment Premium Term	 	The period beginning on the Effective Date and ending on the last calendar day of the fourth (4th) month
prior to the month in which the Maturity Date occurs.


 





	 V. RESERVE INFORMATION 
	 	 	 
	Completion Period	 	Within three (3) months after the Effective Date or as otherwise shown on the Required Repair Schedule.
	 	 	 
	Initial Replacement Reserve Deposit	 	$0.00
	 	 	 
	Maximum Inspection Fee	 	Actual Expenses Incurred
	 	 	 
	Maximum Repair Disbursement Interval	 	One time(s) per calendar quarter
	 	 	 
	Maximum Replacement Reserve Disbursement  Interval	 	One time(s) per calendar quarter
	 	 	 
	Minimum Repairs Disbursement Amount	 	$5,000
	 	 	 
	Minimum Replacement Reserve Disbursement Amount	 	$5,000
	 	 	 
	Monthly Replacement Reserve Deposit	 	$3,069.58







  



    	Schedule 2 to Multifamily Loan and
 Security Agreement - Summary of Loan
 Terms (Interest Rate Type - SARM)	Form 6102.SARM	Page 6
	Fannie Mae	03-14	© 2014 Fannie Mae



     


    

 





	Repair Threshold	 	$50,000
	 	 	 
	Repairs
    Escrow Account Administrative Fee	 	$0.00
	 	 	 
	Repairs Escrow Deposit	 	$2,125.00
        (Deferred) (Immediate Repairs)

        $453,220.00
        (Renovation Repair)

	 	 	 
	Replacement Reserve
    Account Administration Fee	 	$0.00
	 	 	 
	Replacement Reserve
    Account Interest Disbursement Frequency	 	Credited monthly to Replacement Reserve Account
	 	 	 
	Replacement Threshold	 	$50,000










 


[DOCUMENT EXECUTION
OCCURS ON THE FOLLOWING PAGE]


 




    	Schedule 2 to Multifamily Loan and
 Security Agreement - Summary of Loan
 Terms (Interest Rate Type - SARM)	Form 6102.SARM	Page 7
	Fannie Mae	03-14	© 2014 Fannie Mae



     


    

 


	 	/s/ initials
	 	Borrower Initials


 




    	Schedule 2 to Multifamily Loan and
 Security Agreement - Summary of Loan
 Terms (Interest Rate Type - SARM)	Form 6102.SARM	Page 8
	Fannie Mae	03-14	© 2014 Fannie Mae



     


    

 


MODIFICATIONS TO MULTIFAMILY
LOAN AND SECURITY AGREEMENT


 


ADDENDA TO SCHEDULE 2 -
SUMMARY OF LOAN TERMS


(Conversion Option - SARM Loan)


 


VI. CONVERSION
OPTION – SARM LOAN


  


	Conversion Amortization Period	 	The Amortization Period minus the number of Monthly Debt Service  Payments  that  have elapsed  since the Effective Date.
	 	 	 
	Conversion Review Fee	 	A non-refundable fee in the amount of $5,000.00.
	 	 	 
	Guaranty Fee	 	(i) If the Fixed Rate Conversion Effective  Date occurs on or prior to the sixtieth (60th) month of the Mortgage Loan term, seven hundred ninety-five thousandths percent (0.795%); or (ii) if the Fixed Rate Conversion Effective Date occurs after the sixtieth (60th) month of the Mortgage Loan term, the then-current guaranty fee offered by Fannie Mae for a new Fannie Mae mortgage loan with the same or substantially similar loan terms and credit characteristics as the Mortgage Loan (taking into account the Fixed Rate Option selected by Borrower).
	 	 	 
	Minimum Conversion Debt Service Coverage Ratio	 	1.25
	 	 	 
	Servicing Fee	 	(i) If
    the Fixed Rate Conversion Effective Date occurs on or prior to the sixtieth (60th  )  month
    of the Mortgage Loan term, four hundred ninety-five thousandths percent (0.495%), or (ii) if the Fixed Rate Conversion Effective
    Date occurs after the sixtieth (60th) month of the Mortgage Loan term, the then-current servicing fee offered by Fannie Mae
    for a new Fannie Mae mortgage loan with the same or substantially similar loan terms and credit characteristics as the Mortgage
    Loan (taking into account the Fixed Rate Option selected by Borrower).







 




    	Modifications to Multifamily Loan and
 Security Agreement - Schedule 2 Addenda
 Summary of Loan Terms (Conversion
 Option - SARM Loan)	Form 6102.06	Page 1
	Fannie Mae	08-13	© 2013 Fannie Mae



     


    

 





	 	/s/ initials
	 	Borrower Initials


 




    	Modifications to Multifamily Loan and
 Security Agreement - Schedule 2 Addenda
 Summary of Loan Terms (Conversion
 Option - SARM Loan)	Form 6102.06	Page 2
	Fannie Mae	08-13	© 2013 Fannie Mae



     


    

 


SCHEDULE
3


TO MULTIFAMILY LOAN AND
SECURITY AGREEMENT


 


Schedule
of Interest Rate Type Provisions


(Structured ARM (1 and 3 Month LIBOR))


 


		1.	Defined Terms.



 


Capitalized terms not otherwise defined
in this Schedule have the meanings given to such terms in the Definitions Schedule to the Loan Agreement.


 


		2.	Interest Accrual.



 


Except as otherwise provided in the Loan
Agreement, interest shall accrue at the Adjustable Rate until the Mortgage Loan is fully paid.


 


		3.	Adjustable Rate; Adjustments.



 


The Initial Adjustable Rate shall be effective
until the first Rate Change Date. Thereafter, the Adjustable Rate shall change on each Rate Change Date based on fluctuations in
the Current Index.


 


		4.	Fixed Monthly Principal Component.



 


Each amortizing Monthly Debt Service Payment
shall include a principal payment equal to the Fixed Monthly Principal Component, which shall be determined in accordance with
the Fixed Rate.


 


		5.	Notification of Interest Rate and Monthly Debt Service
Payment.



 


Before each Payment Change Date, Lender
shall notify Borrower of any change in the Adjustable Rate and the amount of the next Monthly Debt Service Payment.


 


		6.	[Intentionally Deleted]



 


		7.	[Intentionally Deleted]



 


		8.	Correction to Monthly Debt Service Payments.



 


If Lender determines
at any time that it has miscalculated the amount of a Monthly Debt Service Payment (whether because of a miscalculation of the
Adjustable Rate or otherwise), then Lender shall give notice to Borrower of the corrected amount of the Monthly Debt Service Payment
(and the corrected Adjustable Rate, if applicable) and (a) if the corrected amount of the Monthly Debt Service Payment represents
an increase, then Borrower shall, within thirty (30) calendar days thereafter, pay to Lender any sums that Borrower would have
otherwise been obligated to pay to Lender had the amount of the Monthly Debt Service Payment not been miscalculated, or (b) if
the corrected amount of the Monthly Debt Service Payment represents a decrease and Borrower is not otherwise in default under
any of the Loan Documents, then Borrower shall thereafter be paid the sums that Borrower would not have otherwise been obligated
to pay to Lender had the amount of the Monthly Debt Service Payment not been miscalculated. 


 




    	Schedule 3 to Multifamily Loan and 

Security Agreement - Interest Rate Type

 Provisions (SARM)	Form 6103.SARM	Page 1
	Fannie Mae	03-14	© 2014 Fannie Mae



     


    

 


		9.	Conversion to Fixed Rate.



 


The Adjustable Rate may be converted to a fixed rate in accordance with Article 16 (Conversion) of the
Loan Agreement.


 


[DOCUMENT EXECUTION OCCURS ON THE FOLLOWING
PAGE]


 




    	Schedule 3 to Multifamily Loan and 

Security Agreement - Interest Rate Type

 Provisions (SARM)	Form 6103.SARM	Page 2
	Fannie Mae	03-14	© 2014 Fannie Mae



     


    

 





	 	/s/ initials
	 	Borrower Initials


 




    	Schedule 3 to Multifamily Loan and 

Security Agreement - Interest Rate Type

 Provisions (SARM)	Form 6103.SARM	Page 3
	Fannie Mae	03-14	© 2014 Fannie Mae



     


    

 





SCHEDULE 4 TO


MULTIFAMILY LOAN AND SECURITY AGREEMENT


 


Prepayment Premium Schedule


(1% Prepayment Premium –
ARM, SARM)




  


		1.	Defined Terms.



 


All capitalized
terms used but not defined in this Prepayment Premium Schedule shall have the meanings assigned to them in the Loan Agreement.


 


		2.	Prepayment Premium.



 


(a)           Any
Prepayment Premium payable under Section 2.03 (Lockout/Prepayment) of the Loan Agreement shall be equal to the following percentage
of the amount of principal being prepaid at the time of such prepayment, acceleration or application:


 


	Prepayment Lockout Period	 	 	5.00	%
	Second  Loan Year, and  each	 	 	1.00	%
	Loan Year thereafter	 	 	 	 



 


(b)           Notwithstanding
the provisions of Section 2.03 (Lockout/Prepayment) of the Loan Agreement or anything to the contrary in this Prepayment Premium
Schedule, no Prepayment Premium shall be payable with respect to any prepayment made on or after the last calendar day of the fourth
(4th) month prior to the month in which the Maturity Date occurs.




 





	 	/s/ initials
	 	Borrower Initials


 




    	Schedule 4 to Multifamily Loan and 

Security Agreement (Prepayment Premium

 Schedule - 1 % Prepayment Premium - 

ARM, SARM)	Form 6104.11	Page 1
	Fannie Mae	01-11	© 2011 Fannie Mae



     


    

 


SCHEDULE 5 TO


MULTIFAMILY LOAN AND SECURITY AGREEMENT


 


Required Replacement
Schedule


 


 


 




    	Multifamily Loan and Security Agreement

 (Non-Recourse)	Form 6001.NR	Page 1
	Schedule 5	08-13	© 2013 Fannie Mae



     


    

 


	 	/s/ initials
	 	Borrower Initials





  




    	Multifamily Loan and Security Agreement

 (Non-Recourse)	Form 6001.NR	Page 2
	Schedule 5	08-13	© 2013 Fannie Mae



     


    

 


SCHEDULE 6 TO


MULTIFAMILY
LOAN AND SECURITY AGREEMENT


 


Required Repair Schedule


 


Immediate Repairs


 


	Repair Item	 	Estimated
 Cost	 	 	Required
 Escrow	 	 	Max.
 Time to
 Complete
	Repaint  fire  lane  striping  and  curbing (2,400 linear feet)	 	$	1,200	 	 	$	1,500	 	 	3 Months
	Reseal concrete  pavement  cracking and expansion  joint sealing (1,000 linear feet)	 	$	500	 	 	$	625	 	 	3 Months
	Totals	 	$	1,700	 	 	$	2,125	 	 	 



 


Renovation Repairs


 


	Repair Item	 	Estimated
 Cost	 	 	Required
 Escrow	 	 	Max.
 Time to
 Complete
	Common Areas	 	$	395,720	 	 	$	395,720	 	 	12 Months
	Pool, Signage, Spas and Fountains	 	$	50,000	 	 	$	50,000	 	 	12 Months
	Collateral Materials	 	$	7,500	 	 	$	7,500	 	 	12 Months
	Totals	 	$	453,220	 	 	$	453,220	 	 	 



 


[DOCUMENT EXECUTION
OCCURS ON THE FOLLOWING PAGE]


 




    	Multifamily Loan and Security Agreement

 (Non-Recourse)	Form 6001.NR	Page 1
	Schedule 6	08-13	© 2013 Fannie Mae



     


    

 





	 	/s/ initials
	 	Borrower Initials


 




    	Multifamily Loan and Security Agreement

 (Non-Recourse)	Form 6001.NR	Page 2
	Schedule 6	08-13	© 2013 Fannie Mae



     


    

 


SCHEDULE 7 TO


MULTIFAMILY
LOAN AND SECURITY AGREEMENT


 


Exceptions to
Representations and Warranties Schedule


 


NONE


 


[DOCUMENT EXECUTION
OCCURS ON THE FOLLOWING PAGE]


 




    	Multifamily Loan and Security Agreement

 (Non-Recourse)	Form 6001.NR	Page 1
	Schedule 7	08-13	© 2013 Fannie Mae



     


    

 





	 	/s/ initials
	 	Borrower Initials


 




    	Multifamily Loan and Security Agreement

 (Non-Recourse)	Form 6001.NR	Page 2
	Schedule 7	08-13	© 2013 Fannie Mae



     


    

 





EXHIBIT A


 


MODIFICATIONS TO MULTIFAMILY LOAN AND
SECURITY AGREEMENT


(Conversion Option - SARM Loan)


 


The foregoing Loan Agreement
is hereby modified as follows:


 


1.          Capitalized
terms used and not specifically defined herein have the meanings given to such terms in the Loan Agreement.


 


2.          The
Definitions Schedule is hereby amended by adding the following new definitions in the appropriate alphabetical order:


 


“Conversion”
means the conversion of the Mortgage Loan from an adjustable rate to a fixed rate and, if applicable, the extension of the
Maturity Date of the Mortgage Loan to the New Maturity Date.


 


“Conversion
Amendment” means Lender’s then-current form of Amendment to Multifamily Loan and Security Agreement to be executed by
Borrower and Lender to amend and/or restate all or any part of this Loan Agreement (including any Schedules, Exhibits or other
attachments) in connection with, and reflecting the terms of, a Conversion of the Mortgage Loan.


 


“Conversion
Amortization Period” has the meaning set forth in the Summary of Loan Terms.


 


“Conversion
Closing Date” means, after Borrower exercises the Conversion Option, the date designated by Lender for the closing of
the Conversion which date (a) is a Business Day, (b) is within the Conversion Period and (c) is not more than ten (10) days after
the Conversion Exercise Date.


 


“Conversion
Exercise Date” means the date Borrower accepts the rate quote provided by Lender in connection with Borrower’s Rate Lock
Request, as provided in Section 16.02(c) (Exercise of Conversion Option; Rate Lock Request).


 


“Conversion
Option” means Borrower’s option pursuant to effect the Conversion pursuant to the terms hereof.


 


“Conversion
Period” means the period commencing on the first (1st) day of the second (2nd) Loan Year and ending on the first (1st)
day of the third (3rd) month prior to the Maturity Date of the Mortgage Loan.


 


“Conversion
Review Fee” has the meaning set forth in the Summary of Loan Terms.








 




    	Modifications to Multifamily Loan and

 Security Agreement (Conversion 

Option - SARM Loan)	Form 6225	Page 1
	Fannie Mae	06-12	© 2012 Fannie Mae



     


    

 


“Debt
Service Coverage Ratio” means the ratio of the annual Net Operating Income of the Mortgaged Property to the annual underwritten
debt service for the Mortgage Loan at the proposed Fixed Rate, provided that (a) the interest rate used in determining such ratio
shall be the greater of (1) the Fixed Rate or (2) the Underwriting Interest Rate (if any); and (b) the Conversion Amortization
Period shall be used in determining such ratio.


 


“Fixed
Rate” means an interest rate per annum equal to the sum of the Investor Yield, the Servicing Fee and the Guaranty Fee.


 


“Fixed
Rate Conversion Effective Date” means, if the Conversion Exercise Date occurs on a Payment Date, the first (1st) day of
the calendar month following the Conversion Exercise Date, or, if the Conversion Exercise Date occurs on any other day other than
a Payment Date, the first (1st) day of the second (2nd) calendar month following the Conversion Exercise Date, but in no event
shall the Fixed Rate Conversion Effective Date be after the last day of the Conversion Period.


 


“Fixed
Rate Option” means, in connection with a Conversion, Borrower’s selection of one (1) of the following fixed rate options
for the Loan from and after the Fixed Rate Conversion Effective Date:


 


(a)          seven
(7) year term with a five (5) year yield maintenance period;


 


(b)          seven
(7) year term with a six and one-half (6.5) year yield maintenance period;


 


(c)          ten
(10) year term with a seven (7) year yield maintenance period;


 


(d)          ten
(10) year term with a nine and one-half (9.5) year yield maintenance period; or


 


(e)          eight
(8) through eleven (11) year Fixed+1 loans; provided Fannie Mae is then offering Fixed+1 loans on a regular basis.


 


“Guaranty Fee”
has the meaning set forth in the Summary of Loan Terms.


 


“Initial
Fixed Rate Payment Date” means the first (1st) day of the calendar month following the Fixed Rate Conversion Effective
Date.


 


“Investor
Yield” means, in connection with a Conversion, the percentage equal to (a) the required net yield offered for purchase
by Fannie Mae or (b) the MBS pass-through rate offered for purchase by regular buyers of mortgage backed securities, as applicable,
for a new Fannie Mae mortgage loan with the same or substantially similar loan terms and credit characteristics as the Mortgage
Loan (taking into account the Fixed Rate Option selected by Borrower). 


 




    	Modifications to Multifamily Loan and 

Security Agreement (Conversion 

Option - SARM Loan)	Form 6225	Page 2
	Fannie Mae	06-12	© 2012 Fannie Mae



     


    




 





“Maximum
Fixed Rate” means the maximum Fixed Rate to which the Mortgage Loan may be converted, as determined by Lender, so that
the Debt Service Coverage Ratio of the Mortgage Loan is not less than the Minimum Conversion Debt Service Coverage Ratio.


 


“MBS”
means a Fannie Mae multifamily mortgage backed security.


 


“Minimum
Conversion Debt Service Coverage Ratio” has the meaning set forth in the Summary of Loan Terms.


 


“Net
Operating Income” means the amount determined by Lender, pursuant to Section 16.02(b)(2) (Conversion Eligibility Determination),
to be the net operating income of the Mortgaged Property. At the time of Conversion, the Net Operating Income used to calculate
the Debt Service Coverage Ratio for purposes of satisfying the Minimum Conversion Debt Service Coverage Ratio requirement in Section
16.02(b)(3) (Conversion Eligibility Determination) is the surplus net operating income resulting after subtracting (a) the amount
required to support any other indebtedness on the Mortgaged Property (at the applicable debt service coverage ratio(s) for such
indebtedness(es)) at the time of conversion based on the underwriting requirements in effect at the time of Conversion from (b)
the Net Operating Income.


 


“New
Maturity Date” means the date to which the Maturity Date is changed, if applicable.


 


“NOI
Determination Notice” means the notice given by Lender to Borrower pursuant to Section 16.02(b)(l) (Conversion Eligibility
Determination) in which Lender establishes the Net Operating Income of the Mortgaged Property and the Maximum Fixed Rate to which
the Mortgage Loan may be converted.


 


“NOI
Determination Request” means the notice given by Borrower to Lender pursuant to Section 16.02(a)(l) (NOI Determination
Request) in which Borrower requests that Lender determines the Net Operating Income of the Mortgaged Property and the Maximum Fixed
Rate to which the Mortgage Loan may be converted.


 


“Rate
Lock Fee” means a fee in an amount equal to two percent (2%) of the unpaid principal balance of the Mortgage Loan immediately
prior to the Initial Fixed Rate Payment Date.





 




    	Modifications to Multifamily Loan and 

Security Agreement (Conversion 

Option - SARM Loan)	Form 6225	Page 3
	Fannie Mae	06-12	© 2012 Fannie Mae



     


    

 


“Rate
Lock Request” means a request from Borrower and Lender for a rate quotation for the Fixed Rate which shall apply
after the Conversion, taking into account the applicable yield maintenance period.


 


“Servicing Fee”
has the meaning set forth in the Summary of Loan Terms.


 


“Survey”
means the plat of survey of the Mortgaged Property approved by Lender.


 


“Underwriting
Interest Rate” means, in connection with the Conversion, the then-current minimum underwriting interest rate (if
applicable) used by Lender for underwriting new loans with the same or substantially similar loan terms and credit characteristics
as the Mortgage Loan (taking into account the Fixed Rate Option selected by Borrower).


 


3.          The
following Article 1s hereby added to the Loan Agreement as Article 16 (Conversion):


 


ARTICLE 16 - CONVERSION


 


Section 16.01      Conversion
Option.


 


(a)          Subject
to the terms and conditions of this Loan Agreement, Borrower may exercise the Conversion Option pursuant to which the interest
rate payable on the Mortgage Loan may be converted, one (1) time only, on any Payment Date during the Conversion Period from the
Adjustable Rate to the Fixed Rate.


 


(b)          If
the interest rate on the Mortgage Loan is converted to the Fixed Rate, the interest rate on the Mortgage Loan shall remain at the
Fixed Rate until the Maturity Date or New Maturity Date (as applicable) and may not thereafter be reconverted to the Adjustable
Rate. The Monthly Debt Service Payment following a Conversion shall be in an amount required to pay the unpaid principal balance
of the Mortgage Loan immediately prior to the Initial Fixed Rate Payment Date in equal monthly installments, including accrued
interest at the Fixed Rate, over the Conversion Amortization Period utilizing the 30/360 Interest Accrual Method even if Actual/360
is the Interest Accrual Method.


 


(c)          The
Conversion Option shall lapse (1) at 5:00 p.m. (prevailing eastern time) on the ninetieth (90th) day prior to the expiration of
the Conversion Period if Borrower has not previously delivered to Lender a NOI Determination Request in accordance with the terms
of this Loan Agreement or (2) on the Fixed Rate Conversion Effective Date, if the Conversion Option is timely exercised but the
Fixed Rate does not become effective on such Fixed Rate Conversion Effective Date.


 




    	Modifications to Multifamily Loan and 

Security Agreement (Conversion 

Option - SARM Loan)	Form 6225	Page 4
	Fannie Mae	06-12	© 2012 Fannie Mae



     


    

 


(d)          It
is anticipated that the Conversion will be effected by the issuance by Lender of a fixed-rate MBS or by the cash purchase of the
Mortgage Loan by Lender into its portfolio (subject to the provisions of Section 16.02(b)(3) (Conversion Eligibility Determination)).
Borrower acknowledges, however, that the Conversion is contingent on the capital markets generally, and that from time to time,
disruptions in the capital markets may make conversion infeasible. In the event Lender is not able to obtain any quotes for the
Mortgage Loan at the Fixed Rate (and does not make a cash bid for the Mortgage Loan), the interest rate on the Mortgage Loan shall
remain at the Adjustable Rate.


 


Section 16.02      Procedures for Conversion.


 


(a)          NOi
Determination Request.


 


(1)         Subject
to the terms of this Loan Agreement, if Borrower desires to exercise the Conversion Option, Borrower shall submit a NOI Determination
Request to Lender.


 


(2)         The
NOI Determination Request shall be accompanied by Conversion Review Fee in the form of a check payable to Lender or by wire transfer
to an account designated by Lender.


 


(3)         In
no event shall the NOI Determination Request be made prior to the commencement of the Conversion Period or less than
ninety (90) days prior to the expiration of the Conversion Period. Borrower may not submit an NOI Determination Request if
an Event of Default has occurred and is continuing at the time of the request or if an Event of Default has occurred at any
time within the twelve (12) month period immediately preceding the date of Borrower’s request. In addition, Borrower
may not submit an NOI Determination Request more than twice in any Loan Year. Borrower shall submit to Lender, within five
(5) days after receipt of a request therefor, all information relating to the operation of the Mortgaged Property required by
Lender to determine the Net Operating Income and Borrower’s compliance with this Loan Agreement. If Borrower fails to
provide such information within such period, Borrower’s NOI Determination Request shall be deemed canceled (however,
such canceled NOI Determination Request shall count as a request for the Loan Year in which the request was made).


 


(b)          Conversion
Eligibility Determination.


 


(1)         Within
fifteen (15) days after receipt of a NOI Determination Request (or, if Lender requests additional information from Borrower pursuant
to Section 16.02(a)(3) (NOI Determination Request), within fifteen (15) days after Lender’s receipt of such additional information),
Lender shall determine the Net Operating Income of the Mortgaged Property and the Maximum Fixed Rate to which the Mortgage Loan
may be converted and shall provide Borrower with the NOI Determination Notice.







 


 




    	Modifications to Multifamily Loan and 

Security Agreement (Conversion 

Option - SARM Loan)	Form 6225	Page 5
	Fannie Mae	06-12	© 2012 Fannie Mae



     


    




 


(2)         Lender
shall determine the Net Operating Income, in its discretion, on the basis of the most current annual operating statements (as such
statements may be adjusted by Lender, in its discretion, to reflect items of income, operating expenses, ground lease payments,
if applicable, and replacement reserves to reflect suitable underwriting) prepared by Borrower for the Mortgaged Property. In connection
with any request by Lender for additional information, Borrower shall have five (5) days after Borrower’s receipt of such request
to provide Lender with such additional information.


 


(3)         Borrower
may not exercise the Conversion Option unless Lender determines that, based upon the Net Operating Income set forth in the NOi
Determination Notice and the Fixed Rate quoted in connection with a Rate Lock Request, the Debt Service Coverage Ratio for the
Mortgaged Property is equal to or greater than the Minimum Conversion Debt Service Coverage Ratio.


 


(c)          Exercise
of Conversion Option; Rate Lock Request.


 


(1)         If,
after receipt of the NOi Determination Notice, Borrower desires to pursue the exercise of
the Conversion Option, Borrower shall, within fifteen (15) days of Borrower’s receipt of the NOi Determination Notice:


 


(A)         provide
Lender with a title report for the Mortgaged Property prepared by, or by an agent for, the issuer of the Title Policy, showing
marketable fee simple or leasehold title to the Mortgaged Property (as applicable) to be vested in Borrower, free and clear of
all liens, encumbrances, easements, covenants, conditions, restrictions and other matters affecting title other than the Permitted
Encumbrances;


 


(B)         pay
to Lender the Rate Lock Fee; and


 


(C)         make
a Rate Lock Request.





 




    	Modifications to Multifamily Loan and 

Security Agreement (Conversion 

Option - SARM Loan)	Form 6225	Page 6
	Fannie Mae	06-12	© 2012 Fannie Mae



     


    

 


(2)         If
the Conversion closes, Lender shall refund the Rate Lock Fee to Borrower within thirty (30)
days after the Conversion Closing Date. If Borrower
pays the Rate Lock Fee but does not timely exercise the Conversion Option, Lender shall refund the Rate Lock Fee to Borrower within
forty-five (45) days after receipt of a written request from Borrower (and the interest rate shall remain at the Adjustable Rate).
If Borrower timely exercises the Conversion Option, but the Conversion
is not consummated for any reason other than a default by Lender in performing its obligations under this Loan Agreement, Borrower
shall forfeit the Rate Lock Fee and shall be fully liable for, and agrees to pay on demand, any and all loss, costs and/or damages
incurred by Lender in connection with Borrower’s failure to consummate the Conversion as provided herein, including any loss, costs
and/or damages incurred by Lender in excess of the Rate Lock Fee. Borrower expressly acknowledges that by electing to convert the
interest rate on the Mortgage Loan to the Fixed Rate, and agreeing to the Fixed Rate as provided herein, Borrower is causing Lender
to take a position in the financial markets in reliance thereon, and the failure of Borrower to convert the interest rate on the
Mortgage Loan to the Fixed Rate as provided herein will cause Lender to incur economic damages.


 


(3)         If
Borrower desires to exercise the Conversion Option and has complied with all other requirements
of Section 16.04 (Conditions Precedent to Closing of Conversion), within fifteen (15) days of Borrower’s receipt of the NOI Determination
Notice, Borrower shall initiate the Rate Lock Request by contacting Lender by telephone prior to 11:00 a.m. (prevailing eastern
time) on any Business Day within such fifteen (15) day period. Lender shall provide Borrower with a quotation of the Fixed Rate
by 3:00 p.m. (prevailing eastern time) of the day the Rate Lock Request is made. Any Rate Lock Request made after 11:00 a.m. (prevailing
eastern time) will be deemed requested at 9:00 a.m. on the following Business Day. Borrower understands that from time to time,
Lender may not be able to obtain a Fixed Rate quote for a cash rate for Borrower if Fannie Mae has closed its commitment window
for any reason (or is otherwise not regularly quoting cash bids at that time). Any such quotation shall be indicative in nature
and non-binding on Lender unless such quotation and the change of the Maturity Date (if applicable) is immediately accepted by
Borrower, and acceptance by Borrower of the rate quote shall constitute an irrevocable election by Borrower to exercise the Conversion
Option. If the Fixed Rate
quoted to Borrower is greater than the Maximum Fixed Rate, Borrower shall not be permitted to accept the quoted Fixed Rate (or
exercise its Conversion Option). On or before 5:00 p.m. (prevailing eastern time) of the day Borrower accepts the quoted Fixed
Rate, Borrower and Lender shall confirm to each other (by letter addressed from Lender to Borrower, acknowledged and accepted in
writing by Borrower and transmitted, in each case, by facsimile or other electronic transmission acceptable to Lender), (A) the
Fixed Rate, (B) the New Maturity Date (if applicable), (C) the Fixed Rate Conversion Effective Date, (D) the new Monthly
Debt Service Payment and (E) the Initial Fixed Rate Payment Date.




 




    	Modifications to Multifamily Loan and 

Security Agreement (Conversion 

Option - SARM Loan)	Form 6225	Page 7
	Fannie Mae	06-12	© 2012 Fannie Mae



     


    

 


Section 16.03      Amendment to Multifamily Loan and
Security Agreement.


 


The Conversion shall be evidenced by the Conversion
Amendment.


 


Section 16.04      Conditions Precedent to Closing
of Conversion.


 


Borrower’s
right to consummate the Conversion and Lender’s obligation to execute and deliver the Conversion Amendment, shall be subject to
satisfaction of each of the following conditions precedent:


 


(a)          All
representations and warranties of Borrower set forth in the Loan Documents shall be true and correct in all material respects on
and as of the Conversion Closing Date as though made on and as of the Conversion Closing Date.


 


(b)          Borrower
shall have performed or complied with all of its obligations under this Loan Agreement to be performed or complied with on or before
the Conversion Closing Date.


 


(c)          On
the Conversion Closing Date, no Event of Default shall have occurred (or any event which, with the giving of notice or the passage
of time, or both, would constitute an Event of Default has occurred and is continuing).


 


(d)          On
the Conversion Closing Date, Lender shall have received all of the following, each of which, where applicable, shall be executed
by individuals authorized to do so, shall be dated as of the Closing Date, and shall be in form and substance acceptable to Lender:


 


(1)         the
Conversion Amendment;


 


(2)         an
endorsement to the Title Policy or a new Title Policy as of the Conversion Closing Date, that the Security Instrument constitutes
a valid mortgage lien on the Mortgaged Property, with the same lien priority insured by the Title Policy, subject only to the Permitted
Encumbrances;


 


(3)         either
(A) the Survey, redated to a date within fifteen (15) days prior to the Conversion Closing Date showing that there are no liens,
encumbrances, or other matters that have arisen since the date of the Survey other than matters approved in writing by Lender,
or (B) affirmative coverage in the title insurance endorsement referred to in Section 16.04(d)(2) (Conversion - Conditions
Precedent to Conversion) that there are no exceptions based upon the results of a visual inspection of the Mortgaged Property,
or the absence of any exception based upon any facts or conditions which have arisen since the date of the Survey and which would
be disclosed by a current survey of the Mortgaged Property;


  




    	Modifications to Multifamily Loan and 

Security Agreement (Conversion 

Option - SARM Loan)	Form 6225	Page 8
	Fannie Mae	06-12	© 2012 Fannie Mae



     


    

 


(4)         if
necessary, an amendment to the Security Instrument to be recorded in the land records and insured as a supplement to the Security
Instrument to reflect the New Maturity Date;


 


(5)         an
opinion of counsel satisfactory to Lender as to such matters as Lender may reasonably request; and


 


(6)         such
other documents as Lender may reasonably request related to this Loan Agreement, the Conversion Amendment or the transactions contemplated
hereby or thereby.


 


(e)          The
Mortgaged Property shall not have been damaged, destroyed or subject to any condemnation or other taking, in whole or any material
part, and Lender shall have received a certificate of Borrower, dated as of the Conversion Closing Date, to such effect.


 


[DOCUMENT EXECUTION OCCURS ON THE FOLLOWING PAGE]


 




    	Modifications to Multifamily Loan and 

Security Agreement (Conversion 

Option - SARM Loan)	Form 6225	Page 9
	Fannie Mae	06-12	© 2012 Fannie Mae



     


    

 





	 	/s/ initials
	 	Borrower Initials


 




    	Modifications to Multifamily Loan and 

Security Agreement (Conversion 

Option - SARM Loan)	Form 6225	Page 10
	Fannie Mae	06-12	© 2012 Fannie Mae



     


    




 


EXHIBIT
B


 


MODIFICATIONS TO MULTIFAMILY
LOAN AND SECURITY AGREEMENT


(Waiver of Imposition Deposits)


 


The foregoing Loan Agreement is hereby modified
as follows:


 


1.          Capitalized
terms used and not specifically defined herein have the meanings given to such terms in the Loan Agreement.


 


2.          The
Definitions Schedule is hereby amended by adding the following new definitions in the appropriate alphabetical order:


 


“Insurance
Impositions” means the premiums for maintaining all Required Insurance Coverage.


 


“Required
Insurance Coverage” means the insurance coverage required pursuant to Article 9 (Insurance) of the Loan Agreement and
under any other Loan Document.


 


3.          Section
12.02 (Imposition Deposits, Taxes, and Other Charges - Covenants) of the Loan Agreement is hereby amended by adding the following
provisions to the end thereof:


 


(b)          Conditional
Waiver of Collection of Imposition Deposits.


 


(1)         Notwithstanding
anything contained in this Section 12.02 (Imposition Deposits, Taxes, and Other Charges - Covenants) to the contrary, Lender hereby
agrees to waive the collection of Imposition Deposits for Insurance Impositions, provided, that:


 


(A)         Borrower
shall pay such Insurance Impositions directly to the carrier or agent ten (10) days prior to expiration or as necessary to prevent
the Required Insurance Coverage from lapsing due to non-payment of premiums;


 


(B)         Borrower
shall provide Lender with proof of payment acceptable to Lender of all Insurance Impositions within five (5) days after the date
such Insurance Impositions are paid; and


 


(C)         Borrower
shall cause its insurance agent to provide Lender with such certifications regarding the Required Insurance Coverage as Lender
may request from time to time evidencing that the Insurance Impositions have been paid in a timely manner and that all of
the Required Insurance Coverage is in full force and effect.




  




    	Modifications to Multifamily Loan and 

Security Agreement (Waiver of Imposition

 Deposits)	Form 6228	Page 1
	Fannie Mae	04-12	© 2012 Fannie Mae



     


    




 


(2)         Lender
reserves the right to require Borrower to deposit the Imposition Deposits with Lender on each Payment Date for Insurance.
Impositions in accordance with this Section 12.02 (Imposition Deposits, Taxes, and Other Charges - Covenants) upon:


 


(A)         Borrower’s
failure to pay Insurance Impositions or to provide Lender with proof of payment of Insurance Impositions as required in this Section
12.02(b) (Conditional Waiver of Collection of Imposition Deposits);


 


(B)         Borrower’s
failure to maintain insurance coverage in accordance with the requirements of Article 9 (Insurance);


 


(C)         the
occurrence of any Transfer which is not permitted by the Loan Documents, or any Transfer which requires Lender’s consent; or


 


(D)         the
occurrence of a default under any of the other terms, conditions and covenants set forth in this Loan Agreement or any of the other
Loan Documents.


 


(3)         Except
as specifically provided in this Section 12.02(b) (Conditional Waiver of Collection of Imposition Deposits), the provisions of
Article 9 (Insurance) shall remain in full force and effect.




 




    	Modifications to Multifamily Loan and 

Security Agreement (Waiver of Imposition

 Deposits)	Form 6228	Page 2
	Fannie Mae	04-12	© 2012 Fannie Mae



     


    

 


	 	/s/ initials
	 	Borrower Initials


 



    	Modifications to Multifamily Loan and 

Security Agreement (Waiver of Imposition

 Deposits)	Form 6228	Page 3
	Fannie Mae	04-12	© 2012 Fannie Mae