EXHIBIT
10.1

       

    

    EXECUTION
VERSION (2)

    


    AMENDED
AND RESTATED

     

    MASTER
CREDIT FACILITY AGREEMENT

     

    BY AND
AMONG

     

    THE
PARTIES LISTED ON SCHEDULE I ATTACHED HERETO

     

    GUARANTORS,

     

    RED
MORTGAGE CAPITAL, INC.

     

    AND

     

    FANNIE
MAE

     

    DATED AS
OF

     

    
      December
2, 2009

       

      
        Amended
and Restated Master Credit Facility Agreement

        EDR
Credit Facility (2009 Additions)

      

    

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    TABLE OF
CONTENTS

     

    
      
        
          
            
              
                
                  
                    
                      	 
      	 
      	 
      	
                              Page

                            
	ARTICLE
      1 THE COMMITMENT	
                              2

                            
	 
      	
                              Section
      1.01.

                            	
                              The
      Commitment

                            	
                              2

                            
	 
      	
                              Section
      1.02.

                            	
                              Requests
      for Advances

                            	
                              3

                            
	 
      	
                              Section
      1.03.

                            	
                              Maturity
      Date of Advances; Amortization

                            	
                              3

                            
	 
      	
                              Section
      1.04.

                            	
                              Interest
      on Advances

                            	
                              4

                            
	 
      	
                              Section
      1.05.

                            	
                              Coupon
      Rates for Variable DMBS Advances

                            	
                              6

                            
	 
      	
                              Section
      1.06.

                            	
                              Notes

                            	
                              6

                            
	 
      	
                              Section
      1.07.

                            	
                              Reserved

                            	
                              6

                            
	 
      	
                              Section
      1.08.

                            	
                              Conversion
      from Variable Facility Commitment to Fixed Facility
    Commitment

                            	
                              6

                            
	 
      	
                              Section
      1.09.

                            	
                              Limitations
      on Right to Convert

                            	
                              7

                            
	 
      	
                              Section
      1.10.

                            	
                              Conditions
      to Conversion

                            	
                              8

                            
	 
      	
                              Section
      1.11.

                            	
                              Yield
      Maintenance

                            	
                              8

                            
	 
      	
                              Section
      1.12.

                            	
                              Interest
      Rate Cap

                            	
                              8

                            
	 
      	
                              Section
      1.13.

                            	
                              Limitation
      on All Advances

                            	
                              8

                            
	ARTICLE
      2 THE ADVANCES	
                              9

                            
	 
      	
                              Section
      2.01.

                            	
                              Rate
      Setting for an Advance

                            	
                              9

                            
	 
      	
                              Section
      2.02.

                            	
                              DMBS
      Refinance Confirmation Form for Rollover Variable Advances

                            	
                              9

                            
	 
      	
                              Section
      2.03.

                            	
                              Breakage
      and other Costs

                            	
                              10

                            
	 
      	
                              Section
      2.04.

                            	
                              Advances

                            	
                              10

                            
	 
      	
                              Section
      2.05.

                            	
                              Determination
      of Allocable Facility Amount and Valuations

                            	
                              10

                            
	 
      	
                              Section
      2.06.

                            	
                              Future
      Advances Made on Increased Values

                            	
                              11

                            
	ARTICLE
      3 COLLATERAL CHANGES	
                              12

                            
	 
      	
                              Section
      3.01.

                            	
                              Right
      to Add Collateral

                            	
                              12

                            
	 
      	
                              Section
      3.02.

                            	
                              Procedure
      for Adding Collateral

                            	
                              12

                            
	 
      	
                              Section
      3.03.

                            	
                              Right
      to Obtain Releases of Collateral

                            	
                              13

                            
	 
      	
                              Section
      3.04.

                            	
                              Procedure
      for Obtaining Releases of Collateral

                            	
                              13

                            
	 
      	
                              Section
      3.05.

                            	
                              Right
      to Substitutions

                            	
                              15

                            
	 
      	
                              Section
      3.06.

                            	
                              Procedure
      for Substitutions

                            	
                              15

                            
	 
      	
                              Section
      3.07.

                            	
                              Substitution
      Deposit

                            	
                              17

                            
	ARTICLE
      4 INCREASE OF CREDIT FACILITY	
                              18

                            
	 
      	
                              Section
      4.01.

                            	
                              Request
      to Increase Commitment

                            	
                              18

                            
	 
      	
                              Section
      4.02.

                            	
                              Procedure
      for Obtaining Increases in Commitment

                            	
                              19

                            
	 
      	
                              Section
      4.03.

                            	
                              Closing

                            	
                              19

                            
	 
      	
                              Section
      4.04.

                            	
                              Approval
      by Fannie Mae

                            	
                              19

                            
	 
      	 
      	 
      	 
      
	ARTICLE
      5 TERMINATION OF FACILITIES	
                              19

                            
	 
      	
                              Section
      5.01.

                            	
                              Right
      to Complete or Partial Termination of Facilities

                            	
                              19

                            
	 
      	
                              Section
      5.02.

                            	
                              Procedure
      for Complete or Partial Termination of Facilities

                            	
                              20

                            
	 
      	
                              Section
      5.03.

                            	
                              Right
      to Terminate Credit Facility

                            	
                              20

                            


                    

                  

                

              

            

          

        

      

    

     

    
      Amended
and Restated Master Credit Facility Agreement

      EDR
Credit Facility (2009 Additions)

    

    
      
         


      

      
        i

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          	 
      	
                                  Section
      5.04.

                                	
                                  Procedure
      for Terminating Credit Facility

                                	
                                  20

                                
	ARTICLE
      6 CONDITIONS PRECEDENT TO ALL REQUESTS	
                                  21

                                
	 
      	
                                  Section
      6.01.

                                	
                                  Conditions
      Applicable to All Requests

                                	
                                  21

                                
	 
      	
                                  Section
      6.02.

                                	
                                  Conditions
      Precedent to Initial Advance

                                	
                                  23

                                
	 
      	
                                  Section
      6.03.

                                	
                                  Conditions
      Precedent to Future Advances

                                	
                                  23

                                
	 
      	
                                  Section
      6.04.

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

                                	
                                  24

                                
	 
      	
                                  Section
      6.05.

                                	
                                  Conditions
      Precedent to Release of Property from the Collateral Pool

                                	
                                  26

                                
	 
      	
                                  Section
      6.06.

                                	
                                  Conditions
      Precedent to Substitutions

                                	
                                  27

                                
	 
      	
                                  Section
      6.07.

                                	
                                  Conditions
      Precedent to Increase in Commitment

                                	
                                  28

                                
	 
      	
                                  Section
      6.08.

                                	
                                  Conditions
      Precedent to Conversion

                                	
                                  28

                                
	 
      	
                                  Section
      6.09.

                                	
                                  Conditions
      Precedent to Complete or Partial Termination of Facilities

                                	
                                  29

                                
	 
      	
                                  Section
      6.10.

                                	
                                  Conditions
      Precedent to Termination of Credit Facility

                                	
                                  29

                                
	 
      	
                                  Section
      6.11.

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

                                	
                                  30

                                
	 
      	
                                  Section
      6.12.

                                	
                                  Delivery
      of Property-Related Documents

                                	
                                  30

                                
	 
      	
                                  Section
      6.13.

                                	
                                  Additional
      Collateral

                                	
                                  31

                                
	 
      	
                                  Section
      6.14.

                                	
                                  Letters
      of Credit

                                	
                                  32

                                
	ARTICLE
      7 REPRESENTATIONS AND WARRANTIES	
                                  33

                                
	 
      	
                                  Section
      7.01.

                                	
                                  Representations
      and Warranties of Borrower

                                	
                                  33

                                
	 
      	
                                  Section
      7.02.

                                	
                                  Representations
      and Warranties of Lender

                                	
                                  33

                                
	ARTICLE
      8 AFFIRMATIVE COVENANTS OF BORROWER AND GUARANTOR	
                                  34

                                
	 
      	
                                  Section
      8.01.

                                	
                                  Compliance
      with Agreements

                                	
                                  34

                                
	 
      	
                                  Section
      8.02.

                                	
                                  Maintenance
      of Existence

                                	
                                  34

                                
	 
      	
                                  Section
      8.03.

                                	
                                  Financial
      Statements; Accountants’ Reports; Other Information

                                	
                                  35

                                
	 
      	
                                  Section
      8.04.

                                	
                                  Access
      to Records; Discussions With Officers and Accountants

                                	
                                  37

                                
	 
      	
                                  Section
      8.05.

                                	
                                  Certificate
      of Compliance

                                	
                                  38

                                
	 
      	
                                  Section
      8.06.

                                	
                                  Maintain
      Licenses

                                	
                                  38

                                
	 
      	
                                  Section
      8.07.

                                	
                                  Inform
      Lender of Material Events

                                	
                                  38

                                
	 
      	
                                  Section
      8.08.

                                	
                                  Compliance
      with Applicable Law

                                	
                                  40

                                
	 
      	
                                  Section
      8.09.

                                	
                                  Alterations
      to the Mortgaged Properties

                                	
                                  40

                                
	 
      	
                                  Section
      8.10.

                                	
                                  Loan
      Document Taxes

                                	
                                  40

                                
	 
      	
                                  Section
      8.11.

                                	
                                  Further
      Assurances

                                	
                                  41

                                
	 
      	
                                  Section
      8.12.

                                	
                                  Transfer
      of Ownership Interests in Borrower or Guarantor

                                	
                                  41

                                
	 
      	
                                  Section
      8.13.

                                	
                                  Transfer
      of Ownership of Mortgaged Property

                                	
                                  42

                                
	 
      	
                                  Section
      8.14.

                                	
                                  Consent
      to Prohibited Transfers

                                	
                                  43

                                
	 
      	
                                  Section
      8.15.

                                	
                                  Date-Down
      Endorsements

                                	
                                  44

                                
	 
      	
                                  Section
      8.16.

                                	
                                  Ownership
      of Mortgaged Properties

                                	
                                  45

                                
	 
      	
                                  Section
      8.17.

                                	
                                  Compliance
      with Net Worth Test

                                	
                                  45

                                
	 
      	
                                  Section
      8.18.

                                	
                                  Compliance
      with Liquidity Test

                                	
                                  45

                                
	 
      	
                                  Section
      8.19.

                                	
                                  Change
      in Property Manager

                                	
                                  45

                                
	 
      	
                                  Section
      8.20.

                                	
                                  Single
      Purpose Entity

                                	
                                  45

                                
	 
      	
                                  Section
      8.21.

                                	
                                  ERISA

                                	
                                  45

                                
	 
      	
                                  Section
      8.22.

                                	
                                  Consents
      or Approvals

                                	
                                  46

                                
	 
      	
                                  Section
      8.23.

                                	
                                  Prepayment
      of Rents

                                	
                                  46

                                


                        

                      

                    

                  

                

              

            

          

        

      

    

     

    Amended
and Restated Master Credit Facility Agreement

    EDR
Credit Facility (2009 Additions)

    
      
         


      

      
        ii

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    
                      	 
      	
                              Section
      8.24.

                            	
                              Affiliate
      Contracts.

                            	
                              46

                            
	 
      	
                              Section
      8.25.

                            	
                              Post
      Closing Obligation.

                            	
                              46

                            
	 
      	
                              Section
      8.26.

                            	
                              Geographical
      Diversification Requirements.

                            	
                              46

                            
	ARTICLE
      9 NEGATIVE COVENANTS OF BORROWER	
                              47

                            
	 
      	
                              Section
      9.01.

                            	
                              Other
      Activities.

                            	
                              47

                            
	 
      	
                              Section
      9.02.

                            	
                              Liens.

                            	
                              47

                            
	 
      	
                              Section
      9.03.

                            	
                              Indebtedness.

                            	
                              47

                            
	 
      	
                              Section
      9.04.

                            	
                              Principal
      Place of Business.

                            	
                              47

                            
	 
      	
                              Section
      9.05.

                            	
                              Condominiums.

                            	
                              47

                            
	 
      	
                              Section
      9.06.

                            	
                              Restrictions
      on Distributions.

                            	
                              48

                            
	 
      	
                              Section
      9.07.

                            	
                              No
      Hedging Arrangements.

                            	
                              48

                            
	 
      	
                              Section
      9.08.

                            	
                              Confidentiality
      of Certain Information.

                            	
                              48

                            
	ARTICLE
      10 FEES	
                              48

                            
	 
      	
                              Section
      10.01.

                            	
                              Reserved.

                            	
                              48

                            
	 
      	
                              Section
      10.02.

                            	
                              Occupancy
      Deficiency Origination Fee.

                            	
                              48

                            
	 
      	
                              Section
      10.03.

                            	
                              Origination
      Fees.

                            	
                              49

                            
	 
      	
                              Section
      10.04.

                            	
                              Due
      Diligence Fees.

                            	
                              50

                            
	 
      	
                              Section
      10.05.

                            	
                              Legal
      Fees and Expenses.

                            	
                              50

                            
	 
      	
                              Section
      10.06.

                            	
                              Failure
      to Close any Request.

                            	
                              51

                            
	ARTICLE
      11 EVENTS OF DEFAULT	
                              51

                            
	 
      	
                              Section
      11.01.

                            	
                              Events
      of Default.

                            	
                              51

                            
	ARTICLE
      12 REMEDIES	
                              53

                            
	 
      	
                              Section
      12.01.

                            	
                              Remedies;
      Waivers.

                            	
                              53

                            
	 
      	
                              Section
      12.02.

                            	
                              Waivers;
      Rescission of Declaration.

                            	
                              54

                            
	 
      	
                              Section
      12.03.

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

                            	
                              54

                            
	 
      	
                              Section
      12.04.

                            	
                              No
      Remedy Exclusive.

                            	
                              54

                            
	 
      	
                              Section
      12.05.

                            	
                              No
      Waiver.

                            	
                              55

                            
	 
      	
                              Section
      12.06.

                            	
                              No
      Notice.

                            	
                              55

                            
	ARTICLE
      13 INSURANCE, REAL ESTATE TAXES AND REPLACEMENT RESERVES	
                              55

                            
	 
      	
                              Section
      13.01.

                            	
                              Insurance
      and Real Estate Taxes.

                            	
                              55

                            
	 
      	
                              Section
      13.02.

                            	
                              Replacement
      Reserves.

                            	
                              57

                            
	 
      	
                              Section
      13.03.

                            	
                              Completion/Repair
      Reserves.

                            	
                              57

                            
	ARTICLE
      14 LIMITS ON PERSONAL LIABILITY	
                              57

                            
	 
      	
                              Section
      14.01.

                            	
                              Personal
      Liability to Borrower.

                            	
                              57

                            
	 
      	
                              Section
      14.02.

                            	
                              Additional
      Borrowers.

                            	
                              59

                            
	 
      	
                              Section
      14.03.

                            	
                              Borrower
      Agency Provisions.

                            	
                              60

                            
	 
      	
                              Section
      14.04.

                            	
                              Joint
      and Several Obligation; Cross-Guaranty.

                            	
                              60

                            
	 
      	
                              Section
      14.05.

                            	
                              Waivers
      With Respect to Other Borrower Secured Obligation.

                            	
                              61

                            
	 
      	
                              Section
      14.06.

                            	
                              No
      Impairment.

                            	
                              65

                            
	 
      	
                              Section
      14.07.

                            	
                              Election
      of Remedies.

                            	
                              65

                            
	 
      	
                              Section
      14.08.

                            	
                              Subordination
      of Other Obligations.

                            	
                              66

                            
	 
      	
                              Section
      14.09.

                            	
                              Insolvency
      and Liability of Other Borrower.

                            	
                              66

                            
	 
      	
                              Section
      14.10.

                            	
                              Preferences,
      Fraudulent Conveyances, Etc.

                            	
                              67

                            
	 
      	
                              Section
      14.11.

                            	
                              Maximum
      Liability of Each Borrower.

                            	
                              68

                            


                    

                  

                

              

            

          

        

      

    

     

    
      Amended
and Restated Master Credit Facility Agreement

      EDR
Credit Facility (2009 Additions)

    

    
      
         


      

      
        iii

        
          

        

      

      
         


      

    

    


    
      
        
          
            	 
      	
                    Section
      14.12.

                  	
                    Liability
      Cumulative.

                  	
                    68

                  
	ARTICLE
      15 MISCELLANEOUS PROVISIONS	
                    68

                  
	 
      	
                    Section
      15.01.

                  	
                    Counterparts.

                  	
                    68

                  
	 
      	
                    Section
      15.02.

                  	
                    Amendments,
      Changes and Modifications.

                  	
                    68

                  
	 
      	
                    Section
      15.03.

                  	
                    Payment
      of Costs, Fees and Expenses.

                  	
                    68

                  
	 
      	
                    Section
      15.04.

                  	
                    Payment
      Procedure.

                  	
                    69

                  
	 
      	
                    Section
      15.05.

                  	
                    Payments
      on Business Days.

                  	
                    70

                  
	 
      	
                    Section
      15.06.

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

                  	
                    70

                  
	 
      	
                    Section
      15.07.

                  	
                    Severability.

                  	
                    71

                  
	 
      	
                    Section
      15.08.

                  	
                    Notices.

                  	
                    71

                  
	 
      	
                    Section
      15.09.

                  	
                    Further
      Assurances and Corrective Instruments.

                  	
                    73

                  
	 
      	
                    Section
      15.10.

                  	
                    Term
      of this Agreement.

                  	
                    74

                  
	 
      	
                    Section
      15.11.

                  	
                    Assignments;
      Third-Party Rights.

                  	
                    74

                  
	 
      	
                    Section
      15.12.

                  	
                    Headings.

                  	
                    74

                  
	 
      	
                    Section
      15.13.

                  	
                    General
      Interpretive Principles.

                  	
                    74

                  
	 
      	
                    Section
      15.14.

                  	
                    Interpretation.

                  	
                    75

                  
	 
      	
                    Section
      15.15.

                  	
                    Standards
      for Decisions, Etc.

                  	
                    75

                  
	 
      	
                    Section
      15.16.

                  	
                    Decisions
      in Writing.

                  	
                    75

                  
	 
      	
                    Section
      15.17.

                  	
                    Requests.

                  	
                    75

                  
	 
      	
                    Section
      15.18.

                  	
                    Conflicts
      Between Agreements.

                  	
                    75

                  
	 
      	
                    Section
      15.19.

                  	
                    Timing
      of Decisions.

                  	
                    75

                  


          

        

      

    

     

    
      Amended
and Restated Master Credit Facility Agreement

      EDR
Credit Facility (2009 Additions)

    

    
      
         


      

      
        iv

        
          

        

      

      
         


      

    


    EXHIBITS

     

    
      	
              EXHIBIT
      A-1

            	
              Schedule
      of Initial Mortgaged Properties and Initial Valuations

            
	
              EXHIBIT
      A-2

            	
              Schedule
      of 2009 Additional Mortgaged Properties and Initial
    Valuations

            
	
              EXHIBIT
      B

            	
              RESERVED

            
	
              EXHIBIT
      C

            	
              RESERVED

            
	
              EXHIBIT
      D

            	
              RESERVED

            
	
              EXHIBIT
      E

            	
              Confirmation
      of Guaranty

            
	
              EXHIBIT
      F

            	
              Compliance
      Certificate

            
	
              EXHIBIT
      G-1

            	
              Borrower
      Organizational Certificate

            
	
              EXHIBIT
      G-2

            	
              Guarantor
      Organizational Certificate

            
	
              EXHIBIT
      H

            	
              Conversion
      Request

            
	
              EXHIBIT
      I

            	
              Master
      Credit Facility Agreement Conversion Amendment

            
	
              EXHIBIT
      J

            	
              Rate
      Form

            
	
              EXHIBIT
      K

            	
              RESERVED

            
	
              EXHIBIT
      L

            	
              Advance
      Request

            
	
              EXHIBIT
      M

            	
              Request
      (Addition/Release)

            
	
              EXHIBIT
      N

            	
              Confirmation
      of Obligations

            
	
              EXHIBIT
      O

            	
              Expansion
      Request

            
	
              EXHIBIT
      P

            	
              Facility
      Termination Request

            
	
              EXHIBIT
      Q

            	
              Amendment
      to Master Credit Facility Agreement

            
	
              EXHIBIT
      R

            	
              Credit
      Facility Termination Request

            
	
              EXHIBIT
      S

            	
              RESERVED

            
	
              EXHIBIT
      T

            	
              RESERVED

            
	
              EXHIBIT
      U

            	
              Cash
      Collateral, Security and Custody Agreement

            
	
              EXHIBIT
      V

            	
              Letter
      of Credit

            
	
              EXHIBIT
      W-1

            	
              Bank
      Legal Opinion (Foreign)

            
	
              EXHIBIT
      W-2

            	
              Bank
      Legal Opinion (Domestic)

            
	
              EXHIBIT
      X

            	
              Form
      of Rent Roll

            
	 
      	 
      
	
              APPENDIX
      I

            	
              Definitions

            
	 
      	 
      
	
              SCHEDULE
      I

            	
              List
      of Borrowers

            


    

     

    
      Amended
and Restated Master Credit Facility Agreement

      EDR
Credit Facility (2009 Additions)

    

    
      
         


      

      
        v

        
          

        

      

      
         


      

    


    AMENDED
AND RESTATED MASTER CREDIT FACILITY AGREEMENT

     

    THIS
AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT is made as of the 2nd day of
December, 2009, by and among (i) the parties listed on Schedule I attached
hereto, each as a Borrower hereunder; (ii) RED MORTGAGE CAPITAL, INC., an Ohio
corporation; (iii) FANNIE MAE, a body corporate duly organized under the Federal
National Mortgage Association Charter Act, as amended, 12 U.S.C. § 1716
et seq. and duly
organized and existing under the laws of the United States, and (vi) EDUCATION
REALTY TRUST, INC., a Maryland corporation, and EDUCATION REALTY OPERATING
PARTNERSHIP, LP, a Delaware limited partnership, as guarantor and amends and
restates in its entirety the Master Credit Facility Agreement dated as of
December 31, 2008 by and among the Borrowers as of the Initial Closing Date,
Lender and Guarantors.

     

    RECITALS

     

    A.          Borrower
owns one (1) or more Rental Properties (unless otherwise defined or the context
clearly indicates otherwise, capitalized terms shall have the meanings ascribed
to such terms in Appendix I of this Agreement) as more particularly described in
Exhibits A-1 and
A-2 to this Agreement.

     

    B.           On
December 31, 2008, Lender established a $222,411,000 Credit Facility in favor of
Borrower, comprised initially of (a) a $74,550,000 Variable Facility, of which
$49,874,000 was advanced initially, all or part of which can be converted to a
Fixed Facility in accordance with, and subject to, the terms and conditions of
this Agreement and (b) a $147,861,000 Fixed Facility.  The portion of
the Variable Facility Commitment that was not advanced on the Initial Closing
Date expired ninety (90) days after the Initial Closing Date.  On the
date hereof, Lender shall provide an Expansion of the Fixed Facility Commitment
and shall make a Fixed Advance to Borrower in the amount of
$48,327,200.  As of the date hereof, Lender will have advanced a total
of $246,062,200 to Borrower.

     

    C.           To
secure the obligations of Borrower under this Agreement and the other Loan
Documents issued in connection with the Credit Facility, Borrower created a
Collateral Pool in favor of Lender.  On the date hereof, Borrower will
add the 2009 Additional Mortgaged Properties to the Collateral
Pool.  The Collateral Pool shall be comprised of (i) the Rental
Properties listed on Exhibits A-1 and A-2
and (ii) any other collateral pledged to Lender from time to time by Borrower
pursuant to this Agreement or any other Loan Documents.

     

    
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and Restated Master Credit Facility Agreement

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Credit Facility

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    


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

     

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

     

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

     

    ARTICLE
1

    THE
COMMITMENT

     

    
      Section 1.01.    The
Commitment.

    

     

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

    


    (a)           Variable Facility
Commitment.  Subject to the provisions of Section 1.13 below,
Lender agrees to make Variable DMBS Advances and Variable Structured ARM
Advances to Borrower from time to time during the Variable Facility Availability
Period in accordance with the terms and provisions of this
Agreement.  The aggregate principal balance of the Variable Advances
Outstanding at any time shall not exceed the Variable Facility
Commitment.  No Variable DMBS Advances shall be made, or be permitted
to remain Outstanding unless the aggregate of Variable DMBS Advances Outstanding
is at least $25,000,000.  The borrowing of a Variable Advance shall
permanently reduce the Variable Facility Commitment by the original principal
amount of such Variable Advance.  Borrower may not re-borrow any part
of a Variable Advance which it has previously borrowed and repaid.  Except as set forth in
Section 2.06 of
this Agreement, no Variable Advances shall be made as a result of increases in
the Valuation of any Mortgaged Property.  Any portion of the Variable
Facility Commitment that is not advanced on the Initial Closing Date and which
Lender determines may be advanced to Borrower, is available to be advanced to
Borrower within ninety (90) days of the Initial Closing Date.

     

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and Restated Master Credit Facility Agreement

    EDR
Credit Facility (2009 Additions)

      
        
           


        

        
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    (b)           Fixed Facility
Commitment.  Subject to the provisions of Section 1.13 below,
Lender agrees to make Fixed Advances to Borrower from time to time during the
Fixed Facility Availability Period.  The aggregate original principal
of the Fixed Advances shall not exceed the Fixed Facility
Commitment.  The borrowing of a Fixed Advance shall permanently reduce
the Fixed Facility Commitment by the original principal amount of such Fixed
Advance. Borrower
may not re-borrow any part of a Fixed Advance which it has previously borrowed
and repaid. Except
as set forth in Section 2.06, no
Fixed Advances shall be made as a result of increases in the Valuation of any
Mortgaged Property. Any portion of the Fixed
Facility Commitment that is not advanced on the Initial Closing Date and which
Lender determines may be advanced to Borrower, is available to be advanced to
Borrower within ninety (90) days of the Initial Closing Date.

     

    
      Section 1.02.    Requests
for Advances.

    

     

    Borrower shall request an Advance by
giving Lender an Advance Request in accordance with Section
2.04.  The Advance Request shall indicate whether the Request
is for a Fixed Advance with a cash execution, a Fixed Advance with an MBS
Execution, a Variable DMBS Advance, a Variable Structured ARM Advance or more
than one type of Advance.

     

    
      Section 1.03.    Maturity
Date of Advances; Amortization.

    

     

    (a)           Variable Advances;
Amortization.  The maturity date of each Variable Advance shall
be specified by Borrower for such Variable Advance and shall be the earliest of
(i) the Variable Facility Termination Date, (ii) (A) with respect to a Variable
DMBS Advance, the maturity date of the applicable outstanding DMBS, or (B) with
respect to a Variable Structured ARM Advance, the date that is no earlier than
the date five (5) years after the Closing Date and no later than the date ten
(10) years after the Closing Date, or (iii) such other maturity date referenced
in any Variable Facility Note.  Not less than thirty (30) Business
Days prior to the maturity date of the applicable outstanding DMBS, the relevant
Borrower may request that the Variable DMBS Advance backing the outstanding DMBS
be (1) refinanced with a Rollover Variable Advance through the sale of a new
DMBS using the DMBS Refinance Request Form (in the form attached to the
applicable Variable Facility Note) which, shall take effect on the maturity date
of the outstanding DMBS and shall be funded by the sale of a single DMBS, in an
amount sufficient to fund the aggregate outstanding principal balance of such
Variable DMBS Advance or (2) converted to a Fixed Advance which, shall take
effect on the maturity date of the outstanding DMBS.  No Borrower may
refinance any Variable DMBS Advance on or after the Variable Facility
Termination Date.  The DMBS Issue Date shall be the first day of the
month in which the DMBS is issued, and the maturity date of the DMBS funding
each Variable DMBS Advance shall be specified by Borrower in its Advance
Request, which date shall be three, six or nine full months after the DMBS Issue
Date; provided, however, in connection with a release, an addition or a
substitution of a Mortgaged Property and subject to Borrower’s payment to Lender
of an administrative fee of $2,500, the maturity date of the DMBS funding a
Variable DMBS Advance may be one or two full months after the DMBS Issue
Date.

     

    For these
purposes, a year shall be deemed to consist of twelve (12) 30-day
months.  For example, the date which completes three full months after
September 1 shall be December 1; and the date which completes three full months
after January 1 shall be April 1.  The initial Variable Advance will
require amortization calculated over the Amortization Period.  Any
Future Advances that are Variable Advances may be payable interest only, as
determined by Lender.

     

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and Restated Master Credit Facility Agreement

    EDR
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    (b)           Fixed Advances;
Amortization.  The maturity date of any Fixed Advance shall be
specified by Borrower for such Fixed Advance, provided that such maturity date
shall be no earlier than the date five (5) years after the Closing Date of such
Fixed Advance and no later than the date ten (10) years after the Closing Date
of such Fixed Advance, provided that no maturity date shall exceed the Fifteenth
Anniversary.  The initial Fixed Advance will require amortization
calculated over the Amortization Period.  Any Future Advances that are
Fixed Advances may be payable interest only, as determined by
Lender.

     

    (c)           Prepayment.

     

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

     

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

     

    
      Section 1.04.    Interest
on Advances.

    

     

    (a)           Partial Month
Interest.  Notwithstanding anything to the contrary in this
Section 1.04,
if an Advance is not made on the first day of a calendar month, and, with
respect to a Variable DMBS Advance, the DMBS Issue Date is the first day of the
month following the month in which the Advance is made, Borrower shall pay
interest on the original stated principal amount of the Advance for the partial
month period commencing on the Closing Date for the Advance and ending on the
last day of the calendar month in which the Closing Date
occurs.  Borrower shall pay interest for such partial month on any (i)
Variable DMBS Advance at a rate per annum equal to the greater of (1) the Coupon
Rate as determined in accordance with Section 1.05 and (2)
a rate determined by Lender, based on Lender’s cost of funds and approved at
least three (3) Business Days prior to such Advance, in writing, by Borrower,
(ii) Variable Structured ARM Advance at a rate per annum equal to a rate
determined by Lender based on Lender’s cost of funds and approved at least three
(3) Business Days prior to such Advance in writing by Borrower; and (iii) Fixed
Advance at a rate, per annum equal to the greater of (1) the interest rate
described in subsection (d)(i) of this Section 1.04 and (2)
a rate determined by Lender, based on Lender’s cost of funds, and approved at
least three (3) Business Days prior to such Advance, in writing, by
Borrower.

     

    
      Amended
and Restated Master Credit Facility Agreement

      EDR
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    (b)           Variable DMBS
Advances.

     

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

     

    (ii)           Variable Facility
Fee.  In addition to paying the Discount and the partial month
interest, if any, Borrower shall pay monthly installments of the Variable
Facility Fee to Lender for each Variable DMBS Advance Outstanding from the
applicable DMBS Issue Date to its maturity date.  The Variable
Facility Fee shall be payable in advance, in accordance with the terms of the
Variable Facility Note.  The first installment shall be payable on or
prior to the Closing Date for the Variable DMBS Advance and shall apply to the
first full calendar month of the DMBS issued in connection with such Variable
DMBS Advance.  Subsequent installments shall be payable on the first
day of each calendar month, commencing on the first day of the second full
calendar month of such DMBS, to its maturity date.  Each installment
of the Variable Facility Fee shall be in an amount equal to the product of (1)
the Variable Facility Fee, (2) the Variable DMBS Advance Outstanding, and (3)
1/12.

     

    (c)           Variable Structured ARM
Advances.

     

    (i)           Adjustable
Rate.  Each Variable Structured ARM Advance shall bear interest
at an Adjustable Rate which Adjustable Rate shall include the
Margin.  The Adjustable Rate with respect to each Variable Structured
ARM Advance shall change on each Rate Change Date until such Variable Structured
ARM Advance is repaid in accordance with the applicable Variable Facility
Note.

     

    (d)           Fixed
Advances.

     

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

     

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

     

    
      
        Amended
and Restated Master Credit Facility Agreement

        EDR
Credit Facility (2009 Additions)

      

    

    
      
         


      

      
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      Section 1.05.    Coupon
Rates for Variable DMBS Advances.

    

     

    The Coupon Rate applicable to a
Variable DMBS Advance shall mean the sum of (1) an imputed interest rate as
determined by Lender pursuant to Section 2.01 of this Agreement (rounded to
three places) payable for the DMBS pursuant to the Investor Commitment and (2)
the Variable Facility Fee.

     

    
      Section 1.06.    Notes.

    

     

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

     

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

     

    
      Section 1.07.    Reserved.

    

     

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

    

     

    Except as
provided in Section
1.09 and subject to the terms of Section 1.13,
Borrower shall have the right, from time to time prior to the Variable Facility
Termination Date, to convert all or any portion of the Variable Facility
Commitment to the Fixed Facility Commitment, provided that the maturity date for
any such Fixed Advance shall be as required generally for Fixed Advances
pursuant to Section
1.03(b).  If any Variable Advances Outstanding under a Variable
Facility Note are converted to a Fixed Advance, the Fixed Facility Note executed
in connection with such Fixed Advance shall not have a maturity date beyond the
maturity date set forth in the original Variable Facility Note.  The
Variable Facility Commitment shall be reduced by, and the Fixed Facility
Commitment shall be increased by, the amount of each conversion.

    


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

     

    
      
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and Restated Master Credit Facility Agreement

        EDR
Credit Facility (2009 Additions)

      

    

    
      
         


      

      
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    (b)           Closing.  Subject
to Section 1.09
and Section
1.13 provided that all conditions contained in Section 1.10 are
satisfied, Lender shall permit the requested conversion to close at offices
designated by Lender on a Closing Date selected by Lender, and, with respect to
a Variable DMBS Advance, occurring on the maturity date of the applicable
outstanding DMBS, within thirty (30) Business Days after Lender’s receipt of the
Conversion Request (or on such other date as Borrower and Lender may
agree).  At the closing, Lender and Borrower shall execute and
deliver, at the sole cost and expense of Borrower, in form and substance
satisfactory to Lender, the Conversion Documents.   Borrower
shall be obligated to pay an interest rate and fees in connection with a
conversion as determined in accordance with the applicable requirements of the
Fannie Mae product line then in effect.

     

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

     

    (d)           Execution.  Subject
to Section 1.13, if all or a portion of the Variable Facility Commitment is
converted to a Fixed Advance, the Fixed Advance resulting from such conversion
may be a cash execution or an MBS execution at Borrower’s
discretion.

     

    
      Section 1.09.    Limitations
on Right to Convert.

    

     

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

    


    (a)           Reserved.

     

    (b)           Minimum
Request.  Each Conversion Request shall be in the minimum
amount of $3,000,000.

     

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

     

    (d)           Failure to
Convert.                                           In
the event all or a portion of the amount of the  Variable Facility
Commitment set forth in the Conversion Request cannot be converted because the
increased Fixed Facility Commitment does not satisfy the Underwriting
Requirements, Borrower shall prepay the amount of the Variable Facility
Commitment that cannot be converted to a Fixed Facility Commitment and shall pay
all prepayment premiums and other fees associated with such
prepayment.

     

    (e)           Alternative.  Notwithstanding
the foregoing, if the Underwriting Requirements are not satisfied after the
conversion, such conversion may be permitted by Lender if the conversion
improves the Collateral Pool based on factors that are consistent with Lender’s
Underwriting Requirements and results in improvement in one or both of the
following areas: the then current Aggregate Debt Service Coverage Ratio or the
then current Aggregate Loan to Value Ratio.  Notwithstanding the
foregoing, under no circumstances shall the Aggregate Loan to Value Ratio exceed
ninety percent (90%).

     

    
      
        Amended
and Restated Master Credit Facility Agreement

        EDR
Credit Facility (2009 Additions)

      

    

    
      
         


      

      
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      Section 1.10.    Conditions
to Conversion.

    

     

    The
conversion of all or any portion of the Variable Facility Commitment to the
Fixed Facility Commitment is subject to the satisfaction, on or before the
Closing Date, of (a) the conditions precedent contained in Section 6.08 and
Section 6.11
and (b) all applicable General Conditions contained in Section
6.01.

    


    
      Section 1.11.    Yield
Maintenance.

    

     

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

    


    
      Section
1.12.    Interest Rate
Cap.

    

     

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

     

    
      Section
1.13.    Limitation on All
Advances

    

     

    Notwithstanding
anything in this Agreement or any other Loan Document to the contrary, any
Future Advance (other than a Rollover Variable Advance), whether a Variable
Advance or a Fixed Advance, and any conversion of an Advance or any refinance of
an Advance shall be subject to the precondition that the Lender must confirm
with Fannie Mae that Fannie Mae is generally offering to purchase in the
marketplace Advances of the execution type requested by Borrower at the time of
the Request and at the time of the Rate Setting Date for the requested
Advance.  In the event Fannie Mae is not purchasing Advances of the
type requested by Borrower, Fannie Mae agrees to offer, to the extent available
from Fannie Mae, alternative Advance executions based on the types of executions
Fannie Mae is generally offering to purchase in the marketplace at that
time.  Any alternative execution offered would be subject to mutually
agreeable documentation necessary to implement the terms and conditions of such
alternative execution.

     

    
      
        Amended
and Restated Master Credit Facility Agreement

        EDR
Credit Facility (2009 Additions)

      

    

    
      
         


      

      
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    ARTICLE
2

    THE
ADVANCES

     

    
      Section 2.01.    Rate
Setting for an Advance.

    

     

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

    


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

     

    (b)           Rate
Setting.  If Borrower satisfies all of the conditions to
Lender’s obligation to make an Advance, then Borrower may request that Lender
submit to Borrower a completed draft Rate Form in the form attached to this
Agreement as Exhibit
J.  The draft Rate Form shall specify the proposed maximum
interest rate for such Advance and other terms set forth therein.  If
the draft Rate Form is approved by Borrower, Borrower shall execute and return
the approved Rate Form to Lender before 1:00 p.m. Eastern Standard Time or
Eastern Daylight Savings Time, as applicable, on any Business Day (“Rate
Setting Date”).

     

    (c)           Rate
Confirmation.  In the case of a DMBS or an MBS execution,
within one (1) Business Day after receipt of the draft Rate Form and upon
satisfaction of all of the conditions to Lender’s obligation to make the
Advance, Lender shall solicit bids from institutional investors selected by
Lender based on the information in the Rate Form.  If Lender obtains a
commitment (“Investor
Commitment”) on terms equivalent (or better than) the terms in the draft
Rate Form, Lender shall then complete and countersign the Rate Form thereby
confirming the terms set forth therein, and shall immediately deliver the
confirmed Rate Form to Borrower for the purchase of a DMBS or an MBS having the
bid terms described in the draft Rate Form.  In the case of a cash
execution, within one (1) Business Day after receipt of the Rate Form, Lender
shall obtain a commitment from Fannie Mae (“Fannie
Mae Commitment”) for the purchase of the proposed Advance having the
terms described in the draft Rate Form.  If Lender obtains a Cash
Commitment on terms equivalent (or better than) the terms in the draft Rate
Form, Lender shall complete and sign the Rate Form thereby confirming the terms
set forth therein and shall immediately deliver the confirmed Rate Form to
Borrower.

     

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

    

     

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

     

    
      
        Amended
and Restated Master Credit Facility Agreement

        EDR
Credit Facility (2009 Additions)

      

    

    
      
         


      

      
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      Section 2.03.    Breakage
and other Costs.

    

     

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

    


    
      Section 2.04.    Advances.

    

     

    Borrower
may deliver an Advance Request to Lender:

    


    (a)           If
the Advance Request is to obtain the Initial Advance and all conditions
precedent contained in Section 6.02 and
Section 6.11
and the General Conditions contained in Section 6.01 are
satisfied on or before the Closing Date for the Initial Advance, Lender shall
make the Initial Advance on the Initial Closing Date or on such other date as
Borrower and Lender may agree.

     

    (b)           If
the Advance Request is to obtain a Future Advance, such Advance Request shall be
in the minimum amount of $3,000,000, except that any Request for a Variable DMBS
Advance shall be in the minimum amount of $25,000,000.  If all
conditions precedent contained in Section 6.03 and
Section 6.11
and the General Conditions contained in Section 6.01 are
satisfied, Lender shall make the requested Future Advance, at a closing to be
held at offices designated by Lender on a Closing Date selected by Lender, which
date shall be not more than three (3) Business Days after Borrower’s receipt
from Lender of the confirmed Rate Form (or on such other date as Borrower and
Lender may agree).

     

    
      Section 2.05.    Determination
of Allocable Facility Amount and Valuations.

    

     

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

     

    
      
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    (b)           Monitoring
Determinations.  Once each Calendar Quarter, within twenty (20)
Business Days after Borrower has delivered to Lender the reports required in
Section 8.03,
Lender shall determine the Aggregate Debt Service Coverage Ratio, the Aggregate
Loan to Value Ratio, the Valuations and the Allocable Facility Amounts and
whether Borrower is in compliance with the other covenants set forth in the Loan
Documents.  With respect to the third Calendar Quarter during any Loan
Year, monitoring determinations shall be calculated based on the prior twelve
(12) month period.  After the First Anniversary, on an annual basis,
and if Lender decides that changed market or property conditions warrant, Lender
shall redetermine Allocable Facility Amounts and Valuations.  Lender
shall also redetermine Allocable Facility Amounts to take account of any
addition, substitution or release of Collateral or conversion of interest rate
or other event that invalidates the outstanding determinations.  In
determining Valuations, Lender shall use Capitalization Rates based on its
internal survey and analysis of capitalization rates for comparable sales in the
vicinity of the Mortgaged Property, with such adjustments as Lender deems
appropriate and without any obligation to use any information provided by
Borrower.  If Lender is unable to determine a Capitalization Rate for
a Mortgaged Property, Lender shall have the right, not more than once annually,
to obtain, at Borrower’s expense, a market study in order to establish a
Capitalization Rate.  Lender shall promptly disclose its
determinations to Borrower.  Until redetermined, the outstanding
Allocable Facility Amounts and Valuations shall remain in
effect.  Notwithstanding anything in this Agreement to the contrary,
no change in Allocable Facility Amounts, Valuations, the Aggregate Loan to Value
Ratio or the Aggregate Debt Service Coverage Ratio shall, unless resulting from
the concurrent addition, release or substitution of Collateral from the
Collateral Pool or concurrent conversion of the interest rates, (i) result in a
Potential Event of Default or Event of Default, (ii) require the prepayment of
any Advances, in whole or in part, (iii) require the addition of Collateral to
the Collateral Pool, or (iv) preclude the making of a Rollover Variable
Advance.

     

    
      Section
2.06.    Future
Advances Made on Increased Values.

    

     

    Borrower
may request, and Lender, in its determination, may advance Future Advances
based on decreases in the Aggregate Loan to Value Ratio and increases in the
Aggregate Debt Service Coverage Ratio as determined by Lender in accordance with
this Agreement and based on Lender’s determination that such Future Advance may
be made pursuant to Lender’s Underwriting Requirements for the Fannie Mae
“Supplemental Loan” product line then in effect, and pursuant to the terms and
conditions of the Loan Documents, but only to the extent that such Future
Advance and subsequent reallocation of the Allocable Facility Amounts do not
cause the Geographical Diversification Requirements to be
violated.  Borrower shall pay all reasonable costs related to such
Future Advance requested under this Section 2.06 (whether or not such Future
Advance is actually made), including but not limited to Appraisal costs,
environmental site assessment costs, physical needs assessment costs, Lender’s
nonrefundable due diligence fee of $4,000 for each Mortgaged Property in the
Collateral Pool at the time plus out-of-pocket expenses payable at the time a
Request for a Future Advance is made, a reunderwriting fee in the amount equal
to the greater of $50,000 or one percent (1%) of such proposed Future Advance,
all legal fees incurred by Lender and Fannie Mae in connection with such
proposed Future Advance and any other actual out of pocket third party costs
incurred in connection with such proposed Future Advance.  In relation
to any Future Advance made pursuant to this Section 2.06, Borrower shall be
obligated to pay an interest rate and fees, determined in accordance with the
applicable requirements of the Fannie Mae “Supplemental Loan” product line then
in effect. Borrower shall request such Future Advance by giving Lender an
Advance Request in accordance with Section 2.04 and an Expansion Request,
requesting an Expansion in the amount of such Future Advance in accordance with
Section 4.01.  Notwithstanding the provisions of Section 4.01,
Borrower may request Future Advances pursuant to this Section 2.06, throughout
the Term of this Agreement.

     

    
      
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    ARTICLE
3

    COLLATERAL
CHANGES

     

    
      Section 3.01.    Right to
Add Collateral.

    

     

    Subject
to the terms and conditions of this Article, Borrower shall have the right, from
time to time during the Fixed Facility Availability Period and the Variable
Facility Availability Period, as applicable, to add Rental Properties to the
Collateral Pool.

    


    
      Section 3.02.    Procedure
for Adding Collateral.

    

     

    The
procedure for adding Collateral contained in this Section 3.02 shall
apply to all additions of Collateral.

    


    (a)           Request.  Subject
to the limitations set forth in Section 15.17,
Borrower may deliver to Lender an Addition Request to add one (1) or more Rental
Properties to the Collateral Pool.  Each Addition Request shall be
accompanied by the following:  (i) the quality and type of
property-related information required by Lender in connection with the Initial
Advances made hereunder and any additional information Lender may reasonably
request; and (ii) the payment of all Additional Collateral Due Diligence Fees
and the Additional Collateral Due Diligence Deposit.

     

    (b)           Underwriting.  Borrower
may add any Additional Mortgaged Property provided that, after such addition,
the proposed Additional Mortgaged Property itself has a Debt Service Coverage
Ratio of not less than 1.30:1.0 with respect to the
amount of the Advance which equals the Allocable Facility Amount which is
allocated to such Additional Mortgaged Property drawn from the Fixed Facility
Commitment and 1.05:1.0 with respect to the amount of the Advance which equals
the Allocable Facility Amount which is allocated to such Additional Mortgaged
Property drawn from the Variable Facility Commitment, and its Loan to Value
Ratio must not exceed seventy-five percent (75%), and, after such addition, the
Collateral Pool must satisfy the Coverage and LTV Tests. Notwithstanding the
foregoing, if any of the tests set forth above or the Geographical
Diversification Requirements are not satisfied after the addition of a proposed
Additional Mortgaged Property, such addition may be permitted by Lender if the
addition improves the Collateral Pool based on factors that are consistent with
Lender’s Underwriting Requirements and result in improvement in one or both of
the following areas: the then current Aggregate Debt Service Coverage Ratio or
the then current Aggregate Loan to Value Ratio.  Notwithstanding the
foregoing, under no circumstances shall the Aggregate Loan to Value Ratio exceed
ninety percent (90%).  Lender shall evaluate the proposed Additional
Mortgaged Property in accordance with the Underwriting Requirements and shall
make underwriting determinations as to the Debt Service Coverage Ratio and the
Loan to Value Ratio of the proposed Additional Mortgaged Property and the
Aggregate Debt Service Coverage Ratio and the Aggregate Loan to Value Ratio
applicable to the Collateral Pool on the basis of the lesser of (i) the
acquisition price of the proposed Additional Mortgaged Property if purchased by
Borrower within twelve (12) months of the related Addition Request, and (ii) a
Valuation made with respect to the proposed Additional Mortgaged
Property.  In addition, Lender shall determine whether an exit
strategy acceptable to Lender is available with respect to such Additional
Mortgaged Property.  Within thirty (30) Business Days after receipt of
(1) the Addition Request and (2) all reports, certificates and documents
required by the Underwriting Requirements, including a zoning analysis required
by Lender in connection with similar loans anticipated to be sold to Fannie Mae,
Lender shall notify Borrower whether it has determined whether the proposed
Additional Mortgaged Property meets the Underwriting Requirements and the other
conditions for addition set forth in this Agreement.  If Lender
determines that the proposed Additional Mortgaged Property meets the
Underwriting Requirements and the other conditions set forth in this Agreement,
it shall set forth the Aggregate Debt Service Coverage Ratio, the Aggregate Loan
to Value Ratio, and the Advance Amount that Lender estimates shall result from
the addition of the proposed Additional Mortgaged Property. Within five (5)
Business Days after receipt of Lender’s written consent to the Addition Request,
Borrower shall notify Lender in writing whether it elects to add the proposed
Additional Mortgaged Property to the Collateral Pool.  If Borrower
fails to respond within the period of five (5) Business Days, it shall be
conclusively deemed to have elected not to add the proposed Additional Mortgaged
Property to the Collateral Pool.

     

    
      
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    (c)           Closing.  If
Lender determines that the proposed Additional Mortgaged Property meets the
conditions set forth in this Agreement, Borrower timely elects to add the
proposed Additional Mortgaged Property to the Collateral Pool and all conditions
precedent contained in Section 6.04, Section 6.11 and
Section 6.12
and all General Conditions contained in Section 6.01 are
satisfied, the proposed Additional Mortgaged Property shall be added to the
Collateral Pool, at a closing to be held at offices designated by Lender on a
Closing Date selected by Lender, occurring within thirty (30) Business Days
after Lender’s receipt of Borrower’s election (or on such other date as Borrower
and Lender may agree).

     

    
      Section 3.03.    Right to
Obtain Releases of Collateral.

    

            

    Subject
to the terms and conditions of this Article 3 and the
limitations set forth in Section 15.17,
Borrower shall have the right from time to time to obtain a release of
Collateral from the Collateral Pool.

    


    
      Section 3.04.    Procedure
for Obtaining Releases of Collateral.

    

     

    (a)           Request.  To
obtain a release of Collateral from the Collateral Pool, Borrower shall deliver
a Release Request to Lender.  The Release Request shall result in a
termination of all or any part of the Credit Facility and Borrower shall lose
the borrowing capacity associated with such release and all or a part of the
Variable Facility Commitment and/or Fixed Facility Commitment comprising such
borrowing capacity shall be terminated.

     

    
      
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    (b)           Closing.  If
all conditions precedent contained in Section 6.05 and all
General Conditions contained in Section 6.01 are
satisfied, Lender shall cause the Release Mortgaged Property to be released, at
a closing to be held at offices designated by Lender on a Closing Date selected
by Lender, and occurring within thirty (30) days after Lender’s receipt of the
Release Request (or on such other date as Borrower and Lender may agree), by
executing and delivering, and causing all applicable parties to execute and
deliver, all at the sole cost and expense of Borrower, the Release
Documents.  Borrower shall prepare the Release Documents and submit
them to Lender for its review.

     

    (c)           Release
Price.  The “Release
Price” for each Release Mortgaged Property means the greater of (i) one
hundred percent (100%) of the Allocable
Facility Amount for the Release Mortgaged Property and (ii) one hundred percent
(100%) of the amount, if any, of Advances Outstanding that are required to be
repaid by Borrower to Lender in connection with the proposed release of the
Release Mortgaged Property from the Collateral Pool so that, immediately after
the release, the Coverage and LTV Tests will be satisfied.  In
addition to the Release Price, Borrower shall pay to Lender all associated
prepayment premiums and other amounts due under the Notes being
repaid.  In connection with a non-simultaneous substitution of
Collateral pursuant to Section 3.06(c)(ii)
of this Agreement, Borrower shall be permitted, in lieu of paying the Release
Price, to post a Letter of Credit issued by a financial institution acceptable
to Lender and having terms and conditions acceptable to Lender, having a face
amount equal to one hundred fifteen percent (115%) of the Allocable Facility
Amount for the Release Mortgaged Property.

     

    (d)           Application of Release
Price.  (i) The Release Price for the Release Mortgaged
Property shall be applied (on the Rollover Date in the case of a Variable DMBS
Advance) in the order selected by Borrower, provided that (A) any amount of the
Outstanding Advance which Borrower elects to prepay must be prepaid in full or,
if the Release Price is not sufficient to do so, the Advance shall be only
partially prepaid; (B) any prepayment is permitted under the applicable Note;
(C) any prepayment premium due and owing is paid; and (D) interest or Discount,
as applicable, is paid through the end of the month.  If Borrower does
not give Lender direction with respect to the application of the Release Price
or if such direction does not comply with the provisions of (A) above, then the
Release Price shall be applied first against any Variable Advances Outstanding
so long as the prepayment is permitted under the Variable Facility Note, until
there are no further Variable Advances Outstanding, and then against any Fixed
Advances Outstanding, so long as the prepayment is permitted under the
applicable Fixed Facility Note.

     

    (ii) In
the event Borrower desires to release a Release Mortgaged Property on a date
other than the last Business Day of the month (for a Fixed Advance or a Variable
Structured ARM Advance) or the last day of the then Outstanding DMBS (in the
case of a Variable DMBS Advance) or in the event that no Outstanding Advances
may be prepaid under the terms of the Note (for example, during a DMBS roll
period), the Release Price or the remainder of the Release Price, if any, shall
be held by Lender (or its appointed collateral agent) as Additional Collateral,
in accordance with a security agreement (if required by Lender) and other
documents in form and substance acceptable to Lender. Any Additional Collateral
shall be applied on the last Business Day of the month in the order provided in
Section 3.04(d)(i).

     

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

     

    (f)           Test for
Release.  A release may be effected provided that immediately
after giving effect to the requested release, the Coverage and LTV Tests will be
satisfied.  Notwithstanding the foregoing, if the Coverage and LTV
Tests or the Geographical Diversification Requirements are not satisfied after
the release of a Mortgaged Property, such release may be permitted by Lender if
the release improves the Collateral Pool based on factors that are consistent
with Lender’s Underwriting Requirements and results in improvement in one or
both of the following areas: the then current Aggregate Debt Service Coverage
Ratio or the then current Aggregate Loan to Value Ratio.

     

    Section 3.05.    Right
to Substitutions.  

     

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

     

    Section 3.06.    Procedure
for Substitutions.  

     

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

     

    (b)          Underwriting.

     

    (i)           Lender
shall evaluate the proposed Substitute Mortgaged Property in accordance with the
Underwriting Requirements.

     

    
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    (ii)          A
Substitution may be effected if (A) (1) the Substitute Mortgaged Property has a
Valuation equal to or greater than the Valuation of the Release Mortgaged
Property, and (2) the Substitute Mortgaged Property has Net Operating Income (as
determined by Lender in its discretion) equal to or greater than the Net
Operating Income (as determined by Lender in its discretion) of the Release
Mortgaged Property and (3) Lender determines that the Substitute Mortgaged
Property is of similar or better quality and located in a similar or better
market as the Release Mortgaged Property and (B) after the Substitution, the
Collateral Pool meets the Coverage and LTV Tests and the Substitute Mortgaged
Property itself has a Debt Service Coverage Ratio of not less than 1.30:1.0 with
respect to the amount of the Advance which equals the Allocable Facility Amount
which is allocated to such Substitute Mortgaged Property drawn from the Fixed
Facility Commitment and 1.05:1.0 with respect to the amount of the Advance which
equals the Allocable Facility Amount which is allocated to such Substitute
Mortgaged Property drawn from the Variable Facility Commitment and a Loan to
Value Ratio of not more than seventy-five percent
(75%).  Notwithstanding the foregoing, if any of the tests described
in (A) and (B) or the Geographical Diversification Requirements are not
satisfied after the Substitution of a proposed Substitute Mortgaged Property,
such Substitution may be permitted by Lender if the Substitution improves the
Collateral Pool based on factors that are consistent with Lender’s Underwriting
Requirements and result in improvement in one or more of the following areas:
the then current Valuation of the Mortgaged Properties, the then current
Aggregate Debt Service Coverage Ratio, or the then current Aggregate Loan to
Value Ratio.

     

    (iii)         Within
thirty (30) Business Days after receipt of (A) the Substitution Request and (B)
all reports, certificates and documents required by the Underwriting
Requirements and this Agreement, including a zoning analysis required by Lender
in connection with similar loans anticipated to be sold to Fannie Mae, Lender
shall notify the applicable Borrower whether the Substitute Mortgaged Property
meets the requirements of this Section 3.06(b) and
the Underwriting Requirements and the other requirements for the Substitution of
a Mortgaged Property as set forth in this Agreement.  Within five (5)
Business Days after receipt of Lender’s written notice in response to the
Substitution Request, Borrower shall notify Lender whether it elects to proceed
with the Substitution.  If Borrower fails to respond within the period
of five (5) Business Days, it shall be conclusively deemed to have elected not
to proceed with the Substitution.

     

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

     

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

     

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

     

    
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and Restated Master Credit Facility Agreement

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    Section 3.07.    Substitution Deposit.

     

    (a)         
 The
Deposit. If a Substitution of the proposed Substitute Mortgaged Property
is to occur subsequent to the release of the Release Mortgaged Property pursuant
to Section 3.06(c)(ii), at the Closing Date of the release of the Release
Mortgaged Property, Borrower shall deposit with Lender the “Substitution
Deposit” described in Section 3.07(b) in
the form of cash or, in lieu of depositing cash for the Substitution Deposit,
Borrower may post a Letter of Credit issued by a financial institution
acceptable to Lender and having terms and conditions acceptable to Lender,
having a face amount equal to the Substitution Deposit.

     

    (b)           Substitution Deposit
Amount. The “Substitution
Deposit” for each proposed substitution shall be an amount equal to the
sum of (i) the Release Price, plus (ii) any and all of the fee maintenance,
yield maintenance, or the prepayment premium, as applicable, for: (A) such Note
or Notes designated by Borrower in accordance with the conditions set forth in
Section 3.04(d) in connection with the application of Release Price, as the
Notes Borrower elects to prepay if the Substitution fails to take place or (B)
if Borrower does not make such designation or such designation does not comply
with the provisions of Section 3.04(d), Lender shall choose such Note in
accordance with the provisions of Section 3.04(d) (the “Selected Note”),
calculated as of the end of the month in which the Property Delivery Deadline
occurs, as if the Selected Note were to be prepaid in such month, plus (iii)
principal and interest due and owing on the Selected Note (or Discount, if
applicable) which is to be prepaid through the end of the month in which the
Property Delivery Deadline occurs, plus (iv) costs, expenses and fees of Lender
pertaining to the substitution (the “Substitution
Cost Deposit”).  If a Substitution of the last remaining asset
is taking place, the cash collateral or Letter of Credit must include, (A) any
yield maintenance that would be due to the extent that the Fixed Advance must be
prepaid to effect a release at that time, (B) any Discount that would be due for
any Variable DMBS Advance, as applicable, if necessary as reasonably estimated
by Lender, (C) any fee maintenance that would be due to the extent that the
Variable Structured ARM Advance must be prepaid to effect a release at that time
and (D) the full amount of principal and interest owing under the remaining
Notes.  The Substitution Cost Deposit shall be used by Lender to cover
all reasonable out-of-pocket costs and expenses incurred by Lender and Fannie
Mae, including any out-of-pocket legal fees and expenses incurred by Fannie Mae
and Lender in connection with such substitution whether such substitution
actually closes.  In the event that the Borrower elects to post a
Letter of Credit in lieu of cash for the Substitution Deposit, Borrower shall
also be obligated to make any regularly scheduled payments of principal and
interest due under the applicable Note during any period between the closing of
the Release Mortgaged Property and the earlier of the closing of the Substitute
Mortgaged Property and the date of prepayment of the Note, or the applicable
DMBS or MBS.

    
       

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

     

    (d)           Substitution Deposit
Disbursement.  At closing of the Substitution, the Lender shall
disburse the Substitution Deposit (less any portion of the Substitution Cost
Deposit used by Lender to cover all reasonable out-of-pocket costs and expenses
incurred by Lender and Fannie Mae, including any out-of-pocket legal fees and
expenses incurred by Fannie Mae and Lender in connection with such substitution)
directly to the Borrower at such time as the conditions set forth in Sections 3.05, 3.06, 6.04, 6.05, 6.06, 6.11, 6.12 and all General
Conditions contained in Section 6.01 have
been satisfied, which must occur no later than the Property Delivery
Deadline.

     

    ARTICLE
4

    INCREASE
OF CREDIT FACILITY

     

    
      Section 4.01.    Request
to Increase Commitment.

    

     

    Subject
to the terms, conditions and limitations of this Article and this Agreement,
Borrower may request, during the Fixed Facility Availability Period, to increase
the Fixed Facility Commitment, during the Variable Facility Availability Period,
to increase the Variable Facility Commitment, or both (the “Expansion”).  Borrower’s
request is subject to satisfaction of the Underwriting
Requirements.  Any Expansion is also subject to the following
limitations:

     

    (a)           Maximum Amount of Increase
in Commitment.  The maximum amount of the Expansion is
$53,937,800 (for a
maximum total Commitment of $300,000,000).

     

    (b)           Minimum
Request.  Each Request for an Expansion shall be in the minimum
amount of $3,000,000, except that an Expansion that will result in a Variable
DMBS Advance shall be in a minimum amount of $25,000,000.

     

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

     

    
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      Section 4.02.    Procedure
for Obtaining Increases in Commitment.

    

     

    To obtain an Expansion, Borrower shall
deliver an Expansion Request to Lender.  Each Expansion Request shall
be accompanied by a nonrefundable deposit of $25,000 and shall include the
following:

     

    (a)           the
total amount of the proposed increase;

     

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

     

    (c)           a
request that Lender inform Borrower of an indication of the interest rate and
fees that will apply to Advances drawn from such Expansion; and

     

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

     

    
      Section 4.03.    Closing.

    

     

    If Lender
in its sole discretion agrees to the Expansion Request and if all conditions
precedent contained in Section 6.07 and
Section 6.11
and all applicable General Conditions contained in Section 6.01 are
satisfied, Lender shall permit the Expansion to occur, at a closing to be held
at offices designated by Lender on a Closing Date selected by Lender, and
occurring within fifteen (15) Business Days after Lender’s receipt of the
Expansion Request (or on such other date as Borrower and Lender may
agree).

     

    
      Section
4.04.    Approval by Fannie
Mae.

    

     

    Any increase in the Commitment shall be
permitted only if Lender confirms to Borrower that such increase in the
Commitment has been approved by Fannie Mae.  Fannie Mae’s approval of
such increase shall be contingent upon a determination by Fannie Mae that it is
not precluded from offering to purchase any Future Advances under the Commitment
for any applicable legal, regulatory, financial or business reason.

     

    ARTICLE
5

    TERMINATION
OF FACILITIES

     

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

    

     

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

     

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

    

     

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

     

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

     

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

     

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

     

    (b)           Closing.  If
all conditions precedent contained in Section 6.09 and all
General Conditions contained in Section 6.01 are
satisfied, Lender shall reduce the Variable Facility Commitment or Fixed
Facility Commitment, as the case may be, to the amount designated by Borrower,
at a closing to be held at offices designated by Lender on a Closing Date
selected by Lender, within thirty (30) Business Days after Lender’s receipt of
the Facility Termination Request (or on such other date as Borrower and Lender
may agree), by executing and delivering the Facility Termination Document
evidencing the reduction in the Facility Commitment.

     

    
      Section 5.03.    Right to
Terminate Credit Facility.  

    

     

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

    


    
      Section 5.04.    Procedure
for Terminating Credit Facility.

    

     

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

     

    (b)           Closing.  If
all conditions precedent contained in Section 6.10 are
satisfied, this Agreement shall terminate, and Lender shall cause all of the
Collateral to be released, at a closing to be held at offices designated by
Lender on a Closing Date selected by Lender, within thirty (30) Business Days
after Lender’s receipt of the Credit Facility Termination Request (or on such
other date as Borrower and Lender may agree), by executing and delivering, and
causing all applicable parties to execute and deliver, all at the sole cost and
expense of Borrower, the Credit Facility Termination Documents.

     

    
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    ARTICLE
6

    CONDITIONS
PRECEDENT TO ALL REQUESTS

     

    
      Section 6.01.    Conditions
Applicable to All Requests.  

    

     

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

     

    (a)           Geographical
Diversification.  For each Request on or after the First
Anniversary, the Geographical Diversification Requirements shall be
satisfied.  In the event Borrower decides to wind down the Credit
Facility over a period no longer than six (6) months by releasing all of the
Mortgaged Properties then currently remaining in the Collateral Pool, Borrower
shall send a notice in writing to Lender, which notice shall include a statement
that Borrower intends to wind down the Credit Facility and a timeline for each
of the releases (the “Wind Down
Notice”).  After receipt of the Wind Down Notice, the
Geographical Diversification Requirements for any Release are waived by Lender,
provided that Borrower satisfies each of the following at the time of the
Release: (x) all other conditions of a Release shall be met and (y) each
Mortgaged Property then currently remaining in the Collateral Pool has a Debt
Service Coverage Ratio of not less than 1.30:1.0 with respect to the amount of
the Advance which equals the Allocable Facility Amount which is allocated to
each such Mortgaged Property and drawn from the Fixed Facility Commitment and
1.05:1.0 with respect to the amount of the Advance which equals the Allocable
Facility Amount which is allocated to each such Mortgaged Property and drawn
from the Variable Facility Commitment and a Loan to Value Ratio of not more than
seventy-five percent (75%).

     

    (b)           Payment of
Expenses.  The payment by Borrower of Lender’s and Fannie Mae’s
reasonable third party out-of-pocket fees and expenses payable in accordance
with this Agreement, including, but not limited to, the legal fees and expenses
described in Section
10.05.

     

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

     

    (d)           No
Default.  Except in connection with a Credit Facility
Termination Request, there shall exist no Event of Default or Potential Event of
Default in each case under Sections 11.01(b)- (k) or, in any material respect,
under Sections 11.01(a) or (l) (it being understood and agreed that any default
comparable to the Events of Default listed in 11.01(b)- (k) in the other Loan
Documents will be treated as material) on the Closing Date for the Request and,
after giving effect to the transaction requested in the Request, no Event of
Default or Potential Event of Default shall have occurred.

    
       

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

     

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

     

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

     

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

     

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

     

    (i)           The
Loan Documents relating to such Request;

     

    (ii)           A
Compliance Certificate;

     

    (iii)           An
Organizational Certificate; and

     

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

     

    (j)           Covenants.  Except
in connection with a Credit Facility Termination Request, Borrower is in full
compliance with each of the covenants contained in Article 8 and Article 9 of this
Agreement, without giving effect to any notice and cure rights of
Borrower.

    
       

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      Section 6.02.    Conditions
Precedent to Initial Advance. 

    

     

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

    


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

     

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

     

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

     

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

     

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

     

    (f)           Receipt
by Lender of the Initial Origination Fee pursuant to Section 10.03(a), the
Initial Due Diligence Deposit pursuant to Section 10.03(a) and
the Initial Due Diligence Fee pursuant to Section
10.04(a).

     

    
      Section 6.03.    Conditions
Precedent to Future Advances.  

    

     

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

    


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

     

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

    
       

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

     

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

     

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

     

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

     

    (g)           If
the Advance is a Variable DMBS Advance, the receipt by Lender of the first
installment of Variable Facility Fee for the Variable DMBS Advance and the
entire Discount for the Variable DMBS Advance payable by Borrower pursuant to
Section
1.04;

     

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

     

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

     

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

     

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

     

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

    

     

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

     

    (a)           Immediately
after giving effect to the requested Addition, the provisions of Section 3.02(b)
are satisfied;

    
       

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    (b)           Receipt
by Lender of the Additional Collateral Due Diligence Deposit, the Addition Fee,
(provided that no such fee shall be due with respect to an Additional Mortgaged
Property that is added in connection with an Expansion and the payment of an
Expansion Origination Fee) and the Additional Collateral Due Diligence Fees, or
if the Additional Mortgaged Property is being added in connection with a
substitution made pursuant to Section 3.05 of this
Agreement, receipt by Lender of the Substitution Fee and the Additional
Collateral Due Diligence Deposit and the Additional Collateral Due Diligence
Fees;

     

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

     

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

     

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

     

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

     

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

     

    (h)           For
any Addition on or after the First Anniversary, the Mortgaged Properties in the
Collateral Pool after the Addition shall satisfy the Geographical
Diversification Requirements.

    
       

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and Restated Master Credit Facility Agreement

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

    

     

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

    


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

     

    (b)          Immediately
after giving effect to the requested release the provisions of Section 3.04(f)
are satisfied;

     

    (c)          Receipt
by Lender of the Release Price;

     

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

     

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

     

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

     

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

     

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

     

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

     

    
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    (j)           For
any Release on or after the First Anniversary, the remaining Mortgaged
Properties in the Collateral Pool shall satisfy the Geographical Diversification
Requirements.

     

    
      Section 6.06.    Conditions
Precedent to Substitutions.

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

    
       

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

     

    (k)           For
any Substitution on or after the First Anniversary, the Mortgaged Properties in
the Collateral Pool after the Substitution shall satisfy the Geographical
Diversification Requirements.

     

    
      Section 6.07.    Conditions
Precedent to Increase in Commitment.

    

     

    Any
Expansion is subject to the satisfaction of the following conditions precedent
on or before the Closing Date:

    


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

     

    (b)           Receipt
by Lender of the Expansion Origination Fee;

     

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

     

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

     

    
      Section 6.08.    Conditions
Precedent to Conversion.  

    

     

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

    


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

     

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

     

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

     

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

     

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

     

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

    

     

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

    


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

     

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

     

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

     

    
      Section 6.10.    Conditions
Precedent to Termination of Credit Facility.  

    

     

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

    


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

     

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

    
       

      Amended
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                  Section
      6.11.

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

                


        

      

    

     

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

    


    
      Section 6.12.    Delivery
of Property-Related Documents.  

    

     

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

    


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

     

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

     

    (c)           The
Survey applicable to the Mortgaged Property;

     

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

     

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

     

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

     

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

    
       

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

     

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

     

    (j)           A
Certificate of Borrower Parties;

     

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

     

    (l)           A
Contribution Agreement or an amendment thereto.

     

    
      Section 6.13.    Additional
Collateral.

    

     

    If Lender
determines that, with respect to the addition, release or substitution of
Mortgaged Properties, the Coverage and LTV Tests are not met when required to be
satisfied by the terms of this Agreement, Borrower shall have the option of
either (A) providing to Lender a Letter of Credit which shall either have a term
equal to the Term of this Agreement or shall have a term of at least 364 days
and provide for a drawing 30 days prior to its date of termination in the event
it is not renewed; (B) depositing cash or Cash Equivalents to the Cash
Collateral Account; (C) adding an Additional Mortgaged Property to the
Collateral Pool in a manner which meets the requirements of Article 3, but which
Additional Mortgaged Property is to be encumbered solely by a Security
Instrument in favor of Lender securing all of the Obligations (any of the above
constituting “Additional
Collateral”); or (D) to the extent permitted under the Loan Documents,
prepaying in part or in whole the outstanding principal amount of Advances
designated by Lender, in each case in an amount or, in relation to an Additional
Mortgaged Property, with value equal to that amount which Lender determines will
cause the Coverage and LTV Tests to be satisfied.  For purposes of
making such calculation, Lender shall deduct the amount of cash and Cash
Equivalents deposited to the Cash Collateral Account or the amount available
under the Letter of Credit from the outstanding principal balance of all
Advances (the “Assumed
Mortgage Principal Amount”) and (i) calculate the interest component of
debt service based on such Assumed Mortgage Principal Amount and (ii) calculate
the principal component of debt service by multiplying the actual amount of
principal times a fraction with a numerator equal to the Assumed Mortgage
Principal Amount and a denominator equal to the actual outstanding principal
amount of all of the Advances.  In the event such Borrower exercises
either of the options set forth in clauses (A) or (B) of this paragraph,
Borrower shall execute and deliver a Cash Collateral
Agreement.  Lender shall agree at the request of Borrower to exchange
one type of Additional Collateral for another type of Additional Collateral
provided such other type of Additional Collateral is of equivalent value and
which meets the requirements of this Agreement.  Notwithstanding any
provision hereof to the contrary, except for any Substitution Deposit delivered
in accordance with Section 3.07  (the amount and application of which
shall be determined in accordance with said Section 3.07),  (i) the
value of any Additional Collateral delivered pursuant to this Section 6.13
(other than Substitution Deposits) shall not exceed ten percent (10%) of the
aggregate Valuation of  all Mortgaged Properties in the Collateral
Pool, and (ii) in the event the Coverage and LTV Tests (without regard to the
Additional Collateral) are not satisfied within one year after delivery of the
Additional Collateral, Borrower shall be required to prepay the Advances
Outstanding in an amount determined by Lender to cause the Coverage and LTV
Tests to be satisfied, and the Lender may draw on such Additional Collateral and
use the monies to make such prepayment. Any Advances required to be prepaid
pursuant to the preceding sentence shall be selected by the Borrower and, in
addition to the prepayment of the related Notes, Borrower shall pay all
associated prepayment premiums and other amounts due under the Notes being
prepaid.

     

    
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      Section 6.14.    Letters
of Credit.

    

     

    (a)           Letter of Credit
Requirements.  If Borrower provides Lender with a Letter of
Credit pursuant to this Agreement, the Letter of Credit shall be in form and
substance satisfactory to Lender and Lender shall be entitled to draw under such
Letter of Credit solely upon presentation of a sight draft to the LOC
Bank.  Any Letter of Credit shall be for a term of at least 364
days.  Any Letter of Credit shall be issued by a financial institution
satisfactory to Lender and shall have its long-term debt obligations and its
short-term debt obligations rated in accordance with the requirements of Fannie
Mae then in effect.

     

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

     

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

     

    (ii)           if
30 days prior to the expiration of the Letter of Credit, the Letter of Credit
has not been extended for a term of at least 364 days or has not been
substituted with a replacement Letter of Credit which satisfies the requirements
of this Agreement; or

     

    (iii)           upon
the downgrading of the ratings of the long-term or short term debt obligations
of the LOC Bank below the requirements of Fannie Mae then in effect, provided
Borrower does not immediately take action to substitute the Letter of Credit
with a replacement Letter of Credit which satisfies the requirements of this
Agreement and does not deliver such replacement Letter of Credit within thirty
(30) days of such downgrading.

     

    
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    (c)           Deposit to Cash Collateral
Agreement.  If Lender draws under the Letter of Credit pursuant
to Section 6.14(b)(ii) or (iii) above, Lender shall deposit such draw monies
into the Cash Collateral Account, pursuant to the terms of the Cash Collateral
Agreement.

     

    (d)           Default
Draws.  If Lender draws under the Letter of Credit pursuant to
Section 6.14(b)(i) above, Lender shall have the right to use monies drawn under
the Letter of Credit for any of the following purposes:

     

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

     

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

     

    (iii)             to
make improvements or repairs to any Mortgaged Property which Lender determines
are necessary to ensure that the Mortgaged Property meets the requirements set
forth in the Loan Documents; or

     

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

     

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

     

    ARTICLE
7

    REPRESENTATIONS
AND WARRANTIES

     

    
      Section 7.01.    Representations
and Warranties of Borrower.  

    

     

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

    


    
      Section 7.02.    Representations
and Warranties of Lender.  

    

     

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

    


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

     

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

     

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

     

    ARTICLE
8

    AFFIRMATIVE
COVENANTS OF BORROWER AND GUARANTOR

     

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

    


    
      Section
8.01.    Compliance with
Agreements.

    

     

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

     

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

     

    
      Section 8.02.    Maintenance
of Existence.

    

     

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

     

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

     

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

    

     

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

     

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

     

    (i)           Annual Financial
Statements.  As soon as available, and in any event within
ninety (90) days after the close of its fiscal year during the Term of this
Agreement, the balance sheet showing all assets and liabilities of Borrower and
REIT Guarantor as of the end of such fiscal year, the statement of income,
expenses, equity and retained earnings of Borrower’s operation and REIT
Guarantor’s operation for such fiscal year, and the statement of changes in
financial position and cash flows of Borrower and REIT Guarantor for such fiscal
year, all in reasonable detail and stating in comparative form the respective
figures for the corresponding date and period in the prior fiscal year, prepared
in accordance with GAAP consistently applied and accompanied by a certificate of
REIT Guarantor’s independent certified public accountants to the effect that
such financial statements have been reviewed by such accountants, and that such
financial statements fairly present the results of its operations and financial
condition for the periods and dates indicated, with such certification to be
free of exceptions and qualifications as to the scope of the audit as to the
going concern nature of the business and accompanied by a certificate of an
authorized representative of Borrower reasonably acceptable to Lender stating
that such financial statements fairly present the results of its operations and
financial condition for the periods and dates indicated;

     

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

     

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

     

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

     

    (v)            Monthly Property
Statements.  Upon Lender's request, a monthly property
management report for each Mortgaged Property, showing the number of inquiries
made and rental applications received from tenants or prospective tenants and
deposits received from tenants and any other information requested by
Lender;

     

    (vi)            Updated Rent
Rolls.  Within 120 days after the end of each fiscal year of
each Borrower, and at any other time upon Lender’s request, a current Rent Roll
for each Mortgaged Property, showing the name of each tenant, and for each
tenant, the space occupied, the lease expiration date, the rent payable for the
current month, the date through which rent has been paid and any other
information requested by Lender and accompanied by a certificate of an
authorized representative of Borrower reasonably acceptable to Lender to the
effect that each such Rent Roll fairly, accurately and completely presents the
information required therein;

     

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

     

    (viii)            Accountants’ Reports; Other
Reports.  Promptly upon receipt thereof: (1) copies of any
reports or management letters submitted to Borrower by its independent certified
public accountants in connection with the examination of its financial
statements made by such accountants (except for reports otherwise provided
pursuant to subsection (a) above); provided, however, that Borrower shall only
be required to deliver such reports and management letters to the extent that
they relate to Borrower or any Mortgaged Property; and (2) all schedules,
financial statements or other similar reports delivered by Borrower pursuant to
the Loan Documents or requested by Lender with respect to Borrower’s business
affairs or condition (financial or otherwise) or any of the Mortgaged
Properties;

     

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

     

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

     

    (xi)           Federal Tax
Returns.  Within thirty (30) days of filing, the Federal tax
return of Borrower and REIT Guarantor.

     

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

     

    (d)  If
Borrower fails to provide in a timely manner the statements, schedules and
reports required by Section 8.03,
Lender shall have the right to have Borrower's books and records audited, at
Borrower's expense, by independent certified public accountants selected by
Lender in order to obtain such statements, schedules and reports, and all
related costs and expenses of Lender shall become immediately due and payable
and shall become an additional part of the Indebtedness as provided in
Section 12 of each Security Instrument.

     

    (e)  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.

     

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

     

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

     

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

    

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      Section
8.05.    Certificate
of Compliance. 

    

     

    Borrower
shall deliver to Lender concurrently with the delivery of the financial
statements and/or reports required by Section 8.03(a) and
Section 8.03(b)
a certificate signed by an authorized representative of Borrower reasonably
acceptable to Lender (i) setting forth in reasonable detail the calculations
required to establish whether Borrower and Guarantor were in compliance with the
requirements of Article 8 of this
Agreement on the date of such financial statements, and (ii) stating that, to
the best knowledge of such individual following reasonable inquiry, no Event of
Default or Potential Event of Default has occurred, or if an Event of Default or
Potential Event of Default has occurred, specifying the nature thereof in
reasonable detail and the action Borrower is taking or proposes to
take.  Any certificate required by this Section shall run directly to
and be for the benefit of Lender and Fannie Mae.

    


    
      Section
8.06.    Maintain
Licenses. 

    

     

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

    


    
      Section
8.07.    Inform
Lender of Material Events. 

    

     

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

    


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

     

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

     

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

     

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

     

    (e)           Material Adverse
Effects.  The occurrence of any act, omission, change or event
(including the commencement or written threat of any proceedings by or against
Borrower in any Federal, state or local court, or before any Governmental
Authority, or before any arbitrator), that has, or would have, a Material
Adverse Effect, subsequent to the date of the most recent audited financial
statements of Borrower delivered to Lender pursuant to Section
8.03;

     

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

     

    (g)           Legal and Regulatory
Status.  The occurrence of any act, omission, change or event,
including any Governmental Approval, the result of which is to change or alter
in any way the legal or regulatory status of Borrower; and

     

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

     

    
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      Section
8.08.    Compliance
with Applicable Law. 

    

     

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

    


    
      Section
8.09.    Alterations
to the Mortgaged Properties. 

    

     

    Except as
otherwise provided in the Loan Documents, Borrower shall have the right to
undertake any alteration, improvement, demolition, removal or construction
(collectively, “Alterations”)
to the Mortgaged Property which it owns without the prior consent of Lender;
provided,
however, that in any case, no such Alteration shall be made to any
Mortgaged Property without the prior written consent of Lender if (i) such
Alteration could reasonably be expected to adversely affect the value of such
Mortgaged Property or its operation as a multifamily housing facility in
substantially the same manner in which it is being operated on the date such
property became Collateral, (ii) the construction of such Alteration could
reasonably be expected to result in interference to the occupancy of tenants of
such Mortgaged Property such that tenants in occupancy with respect to five
percent (5%) or
more of the Leases would be permitted to terminate their Leases or to abate the
payment of all or any portion of their rent, or (iii) such Alteration will be
completed in more than twelve (12) months from the date of commencement or in
the last year of the Term of this Agreement.  Notwithstanding the
foregoing, Borrower must obtain Lender’s prior written consent to construct
Alterations with respect to the Mortgaged Property costing in excess of, with
respect to any Mortgaged Property, the number of bedrooms in such Mortgaged
Property multiplied by $2,000, but in any event, costs in excess of $250,000 and
Borrower must give prior written notice to Lender of its intent to construct
Alterations with respect to such Mortgaged Property costing in excess of
$100,000; provided, however, that the preceding requirements shall not be
applicable to Alterations made, conducted or undertaken by Borrower as part of
Borrower’s routine maintenance and repair of the Mortgaged Properties as
required by the Loan Documents.

    


    
      Section
8.10.    Loan
Document Taxes. 

    

     

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

    


    
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      Section
8.11.    Further
Assurances. 

    

     

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

    


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

    

     

    (a)           Prohibition on
Transfers.  Subject to paragraph (b) of this Section, no
Targeted Entity shall cause or permit a Transfer or a Change of
Control.

     

    (b)           Permitted
Transfers.  Notwithstanding the provisions of paragraph (a) of
this Section, the following Transfers by a Targeted Entity, upon thirty (30)
days’ prior written notice to Lender, in the case of subclause (ii), (iii) and
(iv) below, are permitted without the consent of Lender (except that with
respect to subclauses (iii) and (iv) below, changes to the Organizational
Documents must be approved by Lender):

     

    (i)           The
issuance by REIT Guarantor of stock and the subsequent Transfer of such stock;
provided, however, that no Change of Control occurs as the result of such
Transfer.

     

    (ii)           A
merger with or acquisition of another entity by Guarantor, provided that (1)
such Guarantor is the surviving entity after such merger or acquisition, (2) no
Change of Control occurs, and (3) such merger or acquisition does not result in
an Event of Default, as such terms are defined in this Agreement.

     

    (iii)           A
Transfer of no greater than 49% of the limited partnership interest or
membership interests in any of the Borrowers to a Person, provided, however,
after such Transfer, (A) there shall be no Change of Control, (B) such Transfer
shall not be to a Prohibited Person, (C) no Borrower shall be in any manner
Controlled by such Person and such Person shall not have consent rights over
decisions and (D) any changes to the Borrower Organizational Documents are
satisfactory to Lender.

     

    
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    (iv)           A
Transfer of no greater than 49% of the limited partnership interest in the EROP
Guarantor to a Person, provided, however, after such Transfer, (A) there shall
be no Change of Control, (B) such Transfer shall not be to a Prohibited Person,
(C) the EROP Guarantor shall not be in any manner Controlled by such Person and
such Person shall not have consent rights over decisions and (D) any changes to
the EROP Guarantor Organizational Documents are satisfactory to
Lender.

     

    
      Section
8.13.    Transfer
of Ownership of Mortgaged Property.

    

     

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

     

    (b)           Permitted
Transfers.  Notwithstanding provision (a) of this Section, the
following Transfers of a Mortgaged Property by Borrower or Guarantor, upon
thirty (30) days prior written notice to Lender, are permitted without the
consent of Lender:

     

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

     

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

     

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

     

    (iv)           The
grant of an easement if, prior to the granting of the easement, Borrower causes
to be submitted to Lender all information required by Lender to evaluate the
easement, and if Lender consents to such easement based upon Lender’s
determination that the easement will not materially affect the operation of the
Mortgaged Property or Lender’s interest in the Mortgaged Property and Borrower
pays to Lender, on demand, all reasonable third party out-of-pocket costs and
expenses incurred by Lender in connection with reviewing Borrower’s
request.  Lender shall not unreasonably withhold its consent to or
withhold its agreement to subordinate the lien of a Security Instrument to (1)
the grant of a utility easement serving a Mortgaged Property to a publicly
operated utility, or (2) the grant of an easement related to expansion or
widening of roadways, provided that any such easement is in form and substance
reasonably acceptable to Lender and does not materially and adversely affect the
access, use or marketability of a Mortgaged Property.

     

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

     

    (i)           
the transferee (“New
Collateral Pool Borrower”) is a Single Purpose entity, is not directly or
indirectly owned by and is not a Prohibited Person, and executes an assumption
agreement that is acceptable to Lender pursuant to which such New Collateral
Pool Borrower assumes all obligations of a Borrower under all the applicable
Loan Documents and Borrower and Guarantor are released from their obligations in
a manner satisfactory to Lender;

     

    (ii)           the
applicable Loan Documents shall be amended and restated as deemed necessary or
appropriate by Lender to meet the then-applicable requirements of Fannie Mae;
provided, however, any waivers granted in connection with the Initial Advances
will not be reinstated unless specifically approved by Lender and Fannie Mae,
and provided further, the interest rates and pricing in connection with any
Outstanding Notes shall remain unchanged, subject to the terms of the Loan
Documents;

     

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

     

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

     

    (v)          New
Collateral Pool Borrower shall propose a guarantor acceptable to Lender, which
guarantor is not directly or indirectly owned by and is not a Prohibited Person,
and executes and delivers a guaranty acceptable to Lender, provided that the
guaranty is guaranteeing a non-recourse loan with comparable exceptions to
non-recourse as set forth in Section 14.01;

     

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

     

    (vii)        the
requirements of Section 8.14 are satisfied.

     

    
      Section
8.14.    Consent
to Prohibited Transfers. 

    

     

    (a)           Consent to Prohibited
Transfers.  Lender may, in its sole and absolute discretion,
consent to a Transfer that would otherwise violate Sections 8.12 and
8.13 if, prior to the Transfer, Borrower or Guarantor, as the case may
be, has satisfied each of the following requirements:

     

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

     

    
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    (ii)             the
absence of any Event of Default;

     

    (iii)             the
transferee and any guarantor that is not directly or indirectly owned by and is
not a Prohibited Person meets all of the eligibility, credit, management and
other standards (including any standards with respect to previous relationships
between Lender and the transferee and the organization of the transferee)
customarily applied by Lender at the time of the proposed Transfer to the
approval of borrowers or guarantors, as the case may be, in connection with the
origination or purchase of similar mortgages, deeds of trust or deeds to secure
debt on multifamily properties;

     

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

     

    (v)             if
a Variable DMBS Advance and/or a Fixed Advance with an MBS execution is
Outstanding, the Transfer shall not cause any adverse consequences in the taxes
or accounting of the trust pursuant to which the DMBS or MBS is issued as
determined by Fannie Mae;

     

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

     

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

     

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

    


    (vii)         the
Transfer will not result in a significant modification under Section 1001 of the
Internal Revenue Code of any Advance that has been securitized in a mortgaged
backed security.

    


    
      Section
8.15.    Date-Down
Endorsements. 

    

     

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

    


    
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      Section
8.16.    Ownership
of Mortgaged Properties. 

    

     

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

    


    
      Section
8.17.    Compliance
with Net Worth Test.

    

     

    Guarantor
and Borrower shall at all times maintain its Net Worth so that it is not less
than $193,000,000.

    


    
      Section
8.18.    Compliance
with Liquidity Test. 

    

     

    Guarantor
and Borrower shall at all times maintain cash and Cash Equivalents in an amount
not less than an amount that equals six (6) months of Facility Debt Service
based upon the actual Outstanding principal amount of Advances calculated for
the prior six (6) month period.

    


    
      Section
8.19.    Change
in Property Manager. 

    

     

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

     

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

     

    
      Section
8.20.    Single
Purpose Entity.  

    

     

    Borrower
and each general partner or managing member of Borrower shall maintain itself as
a Single Purpose entity.

     

    
      Section 8.21.    ERISA.

    

     

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

     

    
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      Section 8.22.    Consents
or Approvals.

    

     

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

     

    
      Section
8.23.    Prepayment
of Rents.

    

     

    Subject
to the terms of the Security Instruments, Borrower may collect or accept payment
of any Rents for not more than six (6) months prior to the due dates of such
Rents, provided that the aggregate amount of such Rents at any time does not
exceed an amount equal to ten percent (10%) of the aggregate amount of Rents
payable for the entire Collateral Pool during the preceding twelve (12) month
period.

     

    
      Section
8.24.    Affiliate
Contracts.

    

     

    Borrower
will cause the parties to the Purchasing Agency Agreement dated as of October 1,
2007 between Allen & O’Hara, Inc. and  Allen & O’Hara
Education Services, Inc., both Affiliates of Borrower, to not amend, restate,
modify or extend such agreement, unless (a) Borrower delivers to Lender a copy
of any such amendment, restatement, modification or extension of such agreement
or within ten (10) days of execution and (b) the terms of the agreement
(including the fee) are consistent with and no worse than the then prevailing
market conditions for a similar arms-length transaction.  The fee paid
pursuant to the Purchasing Agency Agreement, will at all times be a market or
below market fee.

     

    
      Section
8.25.    Post
Closing Obligation.

    

     

    (a)           With
respect to the Mortgaged Property known as Berkeley Place, located in Clemson,
South Carolina, Borrower shall complete radon testing by a state licensed
testing firm in one (1) ground floor unit in buildings 4, 5, 10 and 11 within
two (2) months of the date hereof, at Borrower’s expense.  If the
results of such radon testing show that any of the units contain radon in an
amount above 4.0 pCi/L (picoCuries per Liter), Borrower, at its expense, within
six (6) months of the date hereof, shall (i) cause such state licensed testing
firm to complete radon testing in the remaining ground floor units of any
buildings in which the tested unit contained radon in an amount above 4.0 pCi/L
and remediate to Lender’s satisfaction or (ii) remediate all of the units in
such building to Lender’s satisfaction without performing any additional radon
testing.

     

    (b)           With
respect to the Mortgaged Property known as Carrollton Place, located in
Carrollton, Georgia, Borrower, at its expense, agrees to remediate the elevated
radon levels in Units 601 and 701 to Lender’s satisfaction, within six (6)
months of the date hereof.

     

    
      Section
8.26.    Geographical
Diversification Requirements.

    

     

    On or
prior to the First Anniversary, the Geographical Diversification Requirements
shall be satisfied.

     

    
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    ARTICLE
9

    NEGATIVE
COVENANTS OF BORROWER

     

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

    


    
      Section
9.01.    Other
Activities. 

    

     

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

     

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

     

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

     

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

     

    
      Section
9.02.    Liens. 

    

     

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

    


    
      Section
9.03.    Indebtedness. 

    

     

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

    


    
      Section
9.04.    Principal
Place of Business. 

    

     

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

    


    
      Section
9.05.    Condominiums. 

    

     

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

    


    
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      Section
9.06.    Restrictions
on Distributions. 

    

     

    Borrower
shall not make any distributions of any nature or kind whatsoever to the owners
of its Ownership Interests as such if, at the time of such distribution, a
Potential Event of Default or an Event of Default has occurred and remains
uncured.

    


    
      Section 9.07.    No
Hedging Arrangements.

    

     

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

    


    
      Section 9.08.    Confidentiality
of Certain Information.

    

     

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

    


    ARTICLE
10

    FEES

     

    
      Section
10.01.    Reserved.

    

     

    
      Section
10.02.    Occupancy
Deficiency Origination Fee. 

    

     

    (a)           Borrower
shall pay the Occupancy Deficiency Origination Fee in the amount of $28,125 for
all of the Deficient Mortgaged Properties prior to or on the Initial Closing
Date.  Borrower shall pay the Occupancy Deficiency Origination Fee in
an amount as calculated by Lender on the Closing Date of any addition of a
Deficient Mortgaged Property.

     

    
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    (b)           If
on the First Anniversary, Lender determines that any of the Deficient Mortgaged
Properties have failed to achieve economic equivalent occupancy of at least
eighty percent (80%) (taking into account any physical vacancy, bad debts and
rental concessions) for the prior three (3) consecutive months, Lender shall
notify Borrower in writing of the status of the Deficient Mortgaged Properties
and whether Borrower shall have the option to pay the Occupancy Deficiency
Origination Fee (the “Deficiency
Notice”).  Upon receipt of the Deficiency Notice, Borrower
must: (i) deliver a Release Request to Lender within thirty (30) days of receipt
of the Deficiency Notice, pay the Release Price and the Release Fee with respect
to the non-compliant Deficient Mortgaged Properties (together with any
prepayment premiums and other amounts due) and comply with the other conditions
for a Release and Lender shall release such non-compliant Deficient Mortgage
Properties from the Collateral Pool in accordance with the terms of this
Agreement, (ii) deliver a Substitution Request to Lender within thirty (30) days
of receipt of the Deficiency Notice and cause the Substitution of the
non-compliant Deficient Mortgaged Properties with Substitute Mortgaged
Properties in accordance with the terms of this Agreement or (iii) if Borrower
is given the option pursuant to the Deficiency Notice, pay an additional
Occupancy Deficiency Origination Fee with respect to one or more of the
non-compliant Deficient Mortgaged Properties, for which Lender decides to permit
an Occupancy Deficiency Origination Fee to be paid, within thirty (30) days of
receipt of the Deficiency Notice.

     

    (c)           In
the event the additional Occupancy Deficiency Origination Fee is paid pursuant
to Section 10.02(b), on the date that is two (2) years from the Initial Closing
Date, if Lender determines that any of the Deficient Mortgaged Properties have
failed to achieve economic equivalent occupancy of at least eighty percent (80%)
(taking into account any physical vacancy, bad debts and rental concessions) for
the prior three (3) consecutive months, Borrower shall not have the option to
pay the Occupancy Deficiency Origination Fee and Lender shall notify Borrower in
writing of the status of the Deficient Mortgaged Properties (the “Second
Deficiency Notice”).  Upon receipt of the Second Deficiency
Notice, Borrower must (i) deliver a Release Request to Lender within thirty (30)
days of receipt of the Second Deficiency Notice, pay the Release Price and the
Release Fee with respect to the non-compliant Deficient Mortgaged Properties
(together with any prepayment premiums and other amounts due) and comply with
the other conditions for a Release and Lender shall release such non-compliant
Deficient Mortgage Properties from the Collateral Pool in accordance with the
terms of this Agreement or (ii) deliver a Substitution Request to Lender within
thirty (30) days of receipt of the Second Deficiency Notice and cause the
Substitution of the non-compliant Mortgaged Properties with Substitute Mortgaged
Properties in accordance with the terms of this Agreement.

     

    
      Section
10.03.    Origination
Fees.

    

     

    (a)           Initial Origination
Fee.  On or before the Initial Closing Date, Borrower paid
Lender an origination fee (“Initial
Origination Fee”) equal to $790,940 (40 basis points (.40%) multiplied by
the Initial Advance).

     

    (b)           Expansion Origination
Fee.  Upon the closing of a Expansion Request under Article 4, Borrower
shall pay to Lender an origination fee (“Expansion
Origination Fee”) equal to the product obtained by multiplying
(i) the Expansion made on the Closing Date for the Expansion Request, by
(ii) 40 basis points (.40%). Borrower shall pay the Expansion Origination
Fee on or before the Closing Date for the Expansion Request.  On the
date hereof, in connection with the Expansion and addition of the 2009
Additional Mortgaged Properties to the Collateral Pool, Borrower shall pay
Lender an Expansion Origination Fee equal to $193,308.80.

     

    
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      Section
10.04.    Due
Diligence Fees.

    

     

    (a)           Initial Due Diligence
Fees.  Borrower shall pay to Lender non-refundable due diligence
fees (“Initial
Due Diligence Fees”) with respect to each Initial Mortgaged Property in
an amount equal to $4,000 per Initial Mortgaged Property.  Borrower
shall also deposit with Lender an amount equal to $10,000 for each Initial
Mortgaged Property (“Initial Due Diligence Deposit”) to be used for the payment
of third party costs and out-of-pocket fees and expenses incurred by
Lender.  All Initial Due Diligence Fees shall have been paid prior to
the Initial Closing Date and all third party costs and out-of-pocket fees and
expenses (not otherwise covered by the Initial Due Diligence Deposit) incurred
by Lender and Fannie Mae shall be paid by Borrower on the Initial Closing Date
(or, if the proposed Initial Mortgaged Properties do not become part of the
Collateral Pool, on demand).  Any portion of the Initial Due Diligence Fee
Deposit deposited with Lender and not actually used by Lender to cover due
diligence expenses shall be refunded to Borrower on the Initial Closing
Date.

     

    (b)           Additional Due Diligence
Fees for Additional Collateral.  Borrower shall pay to Lender
non-refundable additional due diligence fees (the “Additional
Collateral Due Diligence Fees”) with respect to each proposed Additional
Mortgaged Property or Substitute Mortgaged Property, as applicable, in an amount
equal to $4,000 per Additional Mortgaged Property or Substitute Mortgaged
Property, as applicable, which represents the estimated cost for due diligence
expenses. Borrower shall also deposit with Lender an amount equal to $10,000 for
each proposed Additional Mortgaged Property or Substitute Mortgaged Property, as
applicable (“Additional
Collateral Due Diligence Deposit”) to be used for the payment of third
party costs and out-of-pocket expenses incurred by Lender and Fannie
Mae.  All Additional Collateral Due Diligence Fees, third party costs
and out-of-pocket fees and expenses (not otherwise covered by the Additional
Collateral Due Diligence Deposit) incurred by Lender and Fannie Mae shall be
paid by Borrower on the applicable Closing Date (or if the relevant proposed
Additional Mortgaged Property or Substitute Mortgaged Property, as applicable,
does not become part of a Collateral Pool, on demand) for the Additional
Mortgaged Property or Substitute Mortgaged Property, as
applicable.  Any portion of the Additional Collateral Due Diligence
Deposit deposited with Lender and not actually used by Lender to cover due
diligence expenses shall be refunded to Borrower on the applicable Closing
Date.

     

    
      Section
10.05.    Legal
Fees and Expenses.

    

     

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

     

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

     

    
      Section
10.06.    Failure
to Close any Request. 

    

     

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

    


    ARTICLE
11

    EVENTS OF
DEFAULT

     

    
      Section
11.01.    Events
of Default. 

    

     

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

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

     

    (b)           the
failure by Borrower to pay when due any amount payable by Borrower, under any
Note, any Security Instrument, this Agreement or any other Loan Document,
including any fees, costs or expenses; or

     

    (c)           the
failure by Borrower to perform or observe any covenant contained in Sections
8.02, 8.07, 8.12, 8.13, 8.14, 8.16, 8.17, 8.18, 8.20, 8.23 and Article 9;
or

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (i)           the
failure by Borrower to comply with any requirement of any Governmental Authority
within thirty (30) days after written notice of such requirement shall have been
given to Borrower by such Governmental Authority; provided that, if action is
commenced and diligently pursued by Borrower within such thirty (30) days, then
Borrower shall have an additional thirty (30) days to comply with such
requirement; or

     

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

     

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

     

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

     

    ARTICLE
12

    REMEDIES

     

    
      Section
12.01.    Remedies;
Waivers. 

    

     

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

    


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

     

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

     

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

     

    
      Section
12.02.    Waivers;
Rescission of Declaration. 

    

     

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

    


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

    

     

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

    


    
      Section
12.04.    No
Remedy Exclusive. 

    

     

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

    


    
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      Section 12.05.    No
Waiver.  

    

     

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

    


    
      Section 12.06.    No
Notice.  

    

     

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

    


    ARTICLE
13

    INSURANCE,
REAL ESTATE TAXES AND REPLACEMENT RESERVES

     

    
      Section 13.01.    Insurance
and Real Estate Taxes.


    

     

    (a)           Insurance and Tax Escrow;
Waiver; Real Estate Tax Letter of Credit.  Borrower shall
establish funds for taxes, insurance premiums and certain other charges for each
Mortgaged Property in accordance with Section 7(a) of the Security Instrument
for each Mortgaged Property.  Notwithstanding the foregoing, so long
as no Event of Default or Potential Event of Default has occurred, Lender hereby
waives the obligations of Borrower under Section 7(a) of each Security
Instrument with respect to the escrow of premiums for insurance (the “Required
Escrow Payments”).  Furthermore, Borrower may satisfy its
obligation to establish a fund for taxes by delivering to Lender: (1) a Real
Estate Tax Letter of Credit that satisfies the requirements set forth in Section
6.14(a) of this Agreement and (2) a legal opinion pursuant to Section 6.14(e) of
this Agreement.  During any period in which the obligation to pay the
Required Escrow Payments has been waived, pursuant to this Section 13.01, each
Borrower shall: (i) pay insurance premiums by or on behalf of Borrower with
respect to the insurance policy meeting the requirements of the Security
Instrument for each Mortgaged Property, (ii) make the deliveries to Lender with
respect to insurance policies as required in Section 19(b) of the Security
Instrument for each Mortgaged Property, and (iii) include all payments of
insurance premiums in its monthly and annual property income and expense
data.  During any period in which Borrower has delivered to Lender a
Real Estate Tax Letter of Credit pursuant to this Section 13.01, each Borrower
shall: (i) pay taxes by or on behalf of Borrower, (ii) send Lender invoices and
paid receipts, or other documentation satisfactory to Lender, evidencing payment
of such taxes on the date such taxes are due and payable, and (iii) include all
payments of taxes in its monthly and annual property income and expense
data.

     

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

     

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

     

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

     

    (iii)         failure
by any Borrower to (A) participate in a blanket insurance policy that complies
with Fannie Mae’s insurance requirements and (B) annually furnish evidence of
insurance to Lender in accordance with Section 19(b) of the Security Instrument
for each Mortgaged Property.

     

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

     

    (d)           Real Estate Tax Letter of
Credit.

     

    (i)           On
the Initial Closing Date, the Real Estate Tax Letter of Credit shall be in an
amount equal to the amount of annual taxes as estimated by Lender.  On
an annual basis, Lender shall determine the amount of estimated taxes for the
next tax year and shall send a notice to Borrower at least forty-five (45) days
prior to the expiration of the Real Estate Tax Letter of
Credit.  Within fifteen (15) days of Lender’s notice, Borrower shall
deliver a replacement Real Estate Tax Letter of Credit in an amount equal to
Lender’s estimate of taxes for such tax year in accordance with the terms of
this Agreement.

     

    (ii)           Lender
shall have the right to draw monies under the Real Estate Tax Letter of
Credit:

     

    
      	
               
      

            	
              (1)

            	
              if
      any Borrower shall fail to perform its obligations under Section 13.01(a);
      or

            


    

     

    
      	
               
      

            	
              (2)

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

            


    

     

    
      	
               
      

            	
              (3)

            	
              if
      30 days prior to the expiration of the Real Estate Tax Letter of Credit,
      the Real Estate Tax Letter of Credit has not been extended for a term of
      at least 364 days or has not been substituted with a replacement Real
      Estate Tax Letter of Credit which satisfies the requirements of this
      Agreement; or

            


    

     

    
      	
               
      

            	
              (4)

            	
              upon
      the downgrading of the ratings of the long-term or short term debt
      obligations of the LOC Bank below the requirements of Fannie Mae then in
      effect, provided Borrower does not immediately take action to substitute
      the Real Estate Tax Letter of Credit with a replacement Real Estate Tax
      Letter of Credit which satisfies the requirements of this Agreement and
      does not deliver such replacement Real Estate Tax Letter of Credit within
      thirty (30) days of such
downgrading.

            


    

     

    
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    (iii)         If
Lender draws under the Real Estate Tax Letter of Credit for any reason set forth
above, Lender shall have the right to use monies drawn under such Real Estate
Tax Letter of Credit for any purpose permitted under this Agreement or any other
Loan Documents.

     

    
      Section 13.02.    Replacement
Reserves.  

    

     

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

    


    
      Section 13.03.    Completion/Repair
Reserves.

    

     

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

    


    ARTICLE
14

    LIMITS ON
PERSONAL LIABILITY

     

    
      Section 14.01.    Personal
Liability to Borrower. 

    

     

    Except as
otherwise provided in this Article 14, Borrower
shall have no personal liability under the Loan Documents for the repayment of
any Indebtedness or for the performance of any other Obligations of Borrower
under the Loan Documents or for deficiency judgments for the Indebtedness, 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 Properties and any other Collateral held
by Lender as security for such Indebtedness.

    


    (a)           Exceptions to Limits on
Personal Liability.  Borrower shall be personally liable to
Lender for the repayment of a portion of the Advances and other amounts due
under the Loan Documents equal to any loss, expense, cost, liability or damage
suffered by Lender as a result of or in any manner relating to (i) failure of
Borrower to pay to Lender upon demand after an Event of Default all Rents to
which Lender is entitled under Section 3(a) of the Security Instrument
encumbering the Mortgaged Property and the amount of all security deposits held
by Borrower from tenants then in residence; (ii) failure of Borrower to apply
all insurance proceeds, condemnation proceeds or security deposits from tenants
as required by the Security Instrument encumbering the Mortgaged Property; (iii)
failure of such Borrower to comply with its obligations under the Loan Documents
with respect to the delivery of books and records and financial statements; (iv)
fraud or written material misrepresentation by Borrower or any officer,
director, partner, member or employee of Borrower in connection with the
application for or creation of the Obligations or any request for any action or
consent by Lender; (v) failure to apply Rents, first, to the payment of
reasonable operating expenses and then to amounts (“Debt
Service Amounts”) payable under the Loan Documents (except that Borrower
will not be personally liable (1) to the extent that Borrower lacks the legal
right to direct the disbursement of such sums because of a bankruptcy,
receivership or similar judicial proceeding, or (2) with respect to Rents of a
Mortgaged Property that are distributed in any Calendar Quarter if Borrower has
paid all operating expenses and Debt Service Amounts for that Calendar Quarter);
or (vi) waste or abandonment of the Mortgaged Property by the
Borrower.  For purposes of this subsection (a), the term “Rents” shall have the
meaning given to such term in the Security Instrument.

     

    
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    (b)           Full
Recourse.  Borrower shall be personally liable to Lender for
the payment and performance of all Obligations upon the occurrence of any of the
following Events of Default: (i) Borrower’s acquisition of any property or
operation of any business not permitted by Section 33 of any Security
Instrument; or (ii) a Transfer that is an Event of Default under Section 21 of
any Security Instrument; or (iii) any and all indemnification obligations
contained in Section 18 of any Security Instrument; or (iv) a Bankruptcy
Event.

     

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

     

    
      	
               
      

            	
              (A)

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

            


    

     

    
      	
               
      

            	
              (B)

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

            


    

     

    
      	
               
      

            	
              (C)

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

            


    

     

    
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    (c)           Miscellaneous.  To
the extent that Borrower has personal liability under this Section, or Guarantor
has liability under the Guaranty, such liability shall be joint and several and
Lender may exercise its rights against Borrower or Guarantor personally without
regard to whether Lender has exercised any rights against the Mortgaged Property
or any other security, or pursued any rights against any guarantor, or pursued
any other rights available to Lender under the Loan Documents or Applicable
Law.  For purposes of this Article, the term “Mortgaged
Property” shall not include any funds that (i) have been applied by
Borrower as required or permitted by the Loan Documents prior to the occurrence
of an Event of Default, or (ii) are owned by Borrower or Guarantor and which
Borrower was unable to apply as required or permitted by the Loan Documents
because of a bankruptcy, receivership, or similar judicial
proceeding.

     

    
      Section 14.02.    Additional
Borrowers. 

    

     

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

     

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

     

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

     

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

     

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

     

    
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      Section 14.03.    Borrower
Agency Provisions.

    

     

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

     

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

     

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

    

     

    Notwithstanding
anything contained in this Agreement or the other Loan Documents to the contrary
(but subject to the provisions of Section 14.01, the last sentence of this
Section 14.04 and the provisions of Section 14.11), each Borrower shall have
joint and several liability for all Obligations.  Notwithstanding the
intent of all of the parties to this Agreement that all Obligations of each
Borrower under this Agreement and the other Loan Documents shall be joint and
several Obligations of each Borrower but subject to the provisions of Section
14.01, each Borrower, on a joint and several basis, hereby irrevocably
guarantees on a non-recourse basis, subject to the exceptions to non-recourse
provisions of Section 14.01 to Lender and its successors and assigns, the full
and prompt payment (whether at stated maturity, by acceleration or otherwise)
and performance of, all Obligations owed or hereafter owing to Lender by each
other Borrower.  Each Borrower agrees that its non-recourse guaranty
obligation hereunder is an unconditional guaranty of payment and performance and
not merely a guaranty of collection.  The Obligations of each Borrower
under this Agreement shall not be subject to any counterclaim, set-off,
recoupment, deduction, cross-claim or defense based upon any claim any Borrower
may have against Lender or any other Borrower; provided, however, that upon the
release of a Mortgaged Property, the Borrower which owns such Release Mortgaged
Property shall automatically without further action be released from its
obligations under this Agreement and the other Loan Documents, except for any
liabilities or obligations of such Borrower which arose prior to the Closing
Date of such release.

     

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

    

     

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

     

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

     

    
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    (b)           The
Waiving Borrower hereby waives any defense it may now or hereafter have that
relates to: (i) any disability or other defense of the other Borrower or any
other person; (ii) the cessation, from any cause other than full performance, of
the Other Borrower Secured Obligation; (iii) the application of the proceeds of
the Other Borrower Secured Obligation, by the other Borrower or any other
person, for purposes other than the purposes represented to the Waiving Borrower
by the other Borrower or otherwise intended or understood by the Waiving
Borrower or the other Borrower; (iv) any act or omission by Lender which
directly or indirectly results in or contributes to the release of the other
Borrower or any other person or any collateral for any Other Borrower Secured
Obligation; (v) the unenforceability or invalidity of any Security Document or
Loan Document (other than the Security Instrument executed by the Waiving
Borrower that secures the Other Borrower Secured Obligation) or guaranty with
respect to any Other Borrower Secured Obligation, or the lack of perfection or
continuing perfection or lack of priority of any Lien (other than the Lien of
such Security Instrument) which secures any Other Borrower Secured Obligation;
(vi) any failure of Lender to marshal assets in favor of the Waiving Borrower or
any other person; (vii) any modification of any Other Borrower Secured
Obligation, including any renewal, extension, acceleration or increase in
interest rate; (viii) any and all rights and defenses arising out of an election
of remedies by Lender, even though that election of remedies, such as a
nonjudicial foreclosure with respect to security for a guaranteed obligation,
has destroyed the Waiving Borrower’s rights of subrogation and reimbursement
against the principal by the operation of Section 580d of the California Code of
Civil Procedure or otherwise; (ix) any law which provides that the obligation of
a surety or guarantor must neither be larger in amount nor in other respects
more burdensome than that of the principal or which reduces a surety’s or
guarantor’s obligation in proportion to the principal obligation; (x) any
failure of Lender to file or enforce a claim in any bankruptcy or other
proceeding with respect to any person; (xi) the election by Lender, in any
bankruptcy proceeding of any person, of the application or non-application of
Section 1111(b)(2) of the Bankruptcy Code; (xii) any extension of credit or the
grant of any lien under Section 364 of the Bankruptcy Code; (xiii) any use of
cash collateral under Section 363 of the Bankruptcy Code; or (xiv) any agreement
or stipulation with respect to the provision of adequate protection in any
bankruptcy proceeding of any person.  The Waiving Borrower further
waives any and all rights and defenses that it may have because the Other
Borrower Secured Obligation is secured by real property; this means, among other
things, that:  (A) Lender may collect from the Waiving Borrower
without first foreclosing on any real or personal property collateral pledged by
the other Borrower; (B) if Lender forecloses on any real property collateral
pledged by the other Borrower, then (1) the amount of the Other Borrower Secured
Obligation  may be reduced only by the price for which that collateral
is sold at the foreclosure sale, even if the collateral is worth more than the
sale price, and (2) Lender may foreclose on the real property encumbered by the
Security Instrument executed by the Waiving Borrower and securing the Other
Borrower Secured Obligation even if Lender, by foreclosing on the real property
collateral of the Other Borrower, has destroyed any right the Waiving Borrower
may have to collect from the Other Borrower.  Subject to the last
sentence of Section 14.04, the foregoing sentence is an unconditional and
irrevocable waiver of any rights and defenses the Waiving Borrower may have
because the Other Borrower Secured Obligation is secured by real
property.  These rights and defenses being waived by the Waiving
Borrower include, but are not limited to, any rights or defenses based upon
Section 580a, 580b, 580d or 726 of the California Code of Civil
Procedure.  Without limiting the generality of the foregoing or any
other provision hereof, the Waiving Borrower further expressly waives, except as
provided in Section 14.05(g) below, to the extent permitted by law any and all
rights and defenses that might otherwise be available to it under California
Civil Code Sections 2787 to 2855, inclusive, 2899 and 3433, or under California
Code of Civil Procedure Sections 580a, 580b, 580d and 726, or any of such
sections.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
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      Section 14.06.    No
Impairment.

    

     

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

     

    
      Section 14.07.    Election of
Remedies.

    

     

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

     

    (b)           Subject
to the provisions of Section 14.01 of this Agreement, if, in the exercise of any
of its rights and remedies, Lender shall forfeit any of its rights or remedies,
including its rights to enter a deficiency judgment against any Borrower or any
other Person, whether because of any Applicable Law pertaining to “election of
remedies” or the like, each Borrower hereby consents to such action by Lender
and waives any claim based upon such action, even if such action by Lender shall
result in a full or partial loss of any rights of subrogation that each Borrower
might otherwise have had but for such action by Lender.  Subject to
the provisions of Section 14.01 of this Agreement, any election of remedies that
results in the denial or impairment of the right of Lender to seek a deficiency
judgment against any Borrower shall not impair any other Borrower’s obligation
to pay the full amount of the Obligations.  In the event Lender shall
bid at any foreclosure or trustee’s sale or at any private sale permitted by law
or any of the Loan Documents, Lender may bid all or less than the amount of the
Obligations and the amount of such bid need not be paid by Lender but shall be
credited against the Obligations.  The amount of the successful bid at
any such sale, whether Lender or any other party is the successful bidder, shall
be conclusively deemed to be fair market value of the Collateral and the
difference between such bid amount and the remaining balance of the Obligations
shall be conclusively deemed to be amount of the Obligations guaranteed under
this Article 14, notwithstanding that any present or future law or court
decision or ruling may have the effect of reducing the amount of any deficiency
claim to which Lender might otherwise be entitled but for such bidding at any
such sale.

     

    
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      Section 14.08.    Subordination of Other
Obligations.

    

     

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

     

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

     

    
      Section 14.09.    Insolvency and Liability of
Other Borrower.

    

     

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

     

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

     

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

     

    
      Section 14.10.    Preferences, Fraudulent
Conveyances, Etc.

    

     

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

     

    
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      Section 14.11.    Maximum Liability of Each
Borrower.

    


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

     

    
      Section 14.12.    Liability
Cumulative.

    

     

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

     

    ARTICLE
15

    MISCELLANEOUS
PROVISIONS

     

    
      Section 15.01.    Counterparts.  

    

     

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

    


    
      Section 15.02.    Amendments,
Changes and Modifications.  

    

     

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

    


    
      Section 15.03.    Payment
of Costs, Fees and Expenses.  

    

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      Section 15.04.    Payment
Procedure.  

    

     

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

     

    
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and Restated Master Credit Facility Agreement

      EDR
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      Section 15.05.    Payments
on Business Days.  

    


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

     

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

    

     

    NOTWITHSTANDING
ANYTHING IN THE NOTES, THE SECURITY DOCUMENTS OR ANY OF THE OTHER LOAN DOCUMENTS
TO THE CONTRARY, EACH OF THE TERMS AND PROVISIONS, AND RIGHTS AND OBLIGATIONS OF
BORROWER UNDER THIS AGREEMENT AND THE NOTES, GUARANTOR UNDER THE GUARANTY, AND
BORROWER AND GUARANTOR UNDER THE OTHER LOAN DOCUMENTS, SHALL BE GOVERNED BY,
INTERPRETED, CONSTRUED AND ENFORCED PURSUANT TO AND IN ACCORDANCE WITH THE LAWS
OF THE DISTRICT OF COLUMBIA (EXCLUDING THE LAW APPLICABLE TO CONFLICTS OR CHOICE
OF LAW) EXCEPT TO THE EXTENT OF PROCEDURAL AND SUBSTANTIVE MATTERS RELATING ONLY
TO (i) THE CREATION, PERFECTION AND FORECLOSURE OF LIENS AND SECURITY INTERESTS,
AND ENFORCEMENT OF THE RIGHTS AND REMEDIES, AGAINST THE MORTGAGED PROPERTIES,
WHICH MATTERS SHALL BE GOVERNED BY THE LAWS OF THE JURISDICTION IN WHICH THE
MORTGAGED PROPERTY IS LOCATED, (ii) THE PERFECTION, THE EFFECT OF PERFECTION AND
NON-PERFECTION AND FORECLOSURE OF SECURITY INTERESTS ON PERSONAL PROPERTY, WHICH
MATTERS SHALL BE GOVERNED BY THE LAWS OF THE JURISDICTION DETERMINED BY THE
CHOICE OF LAW PROVISIONS OF THE UNIFORM COMMERCIAL CODE IN EFFECT FOR THE
JURISDICTION IN WHICH THE BORROWERS’ ARE ORGANIZED.  BORROWER AND
GUARANTOR AGREE THAT ANY CONTROVERSY ARISING UNDER OR IN RELATION TO THE NOTES,
THE SECURITY DOCUMENTS (OTHER THAN THE SECURITY INSTRUMENTS) OR ANY OTHER LOAN
DOCUMENT SHALL BE, EXCEPT AS OTHERWISE PROVIDED HEREIN, LITIGATED IN THE
DISTRICT OF COLUMBIA.  THE LOCAL AND FEDERAL COURTS AND AUTHORITIES
WITH JURISDICTION IN THE DISTRICT OF COLUMBIA SHALL, EXCEPT AS OTHERWISE
PROVIDED HEREIN, HAVE JURISDICTION OVER ALL CONTROVERSIES WHICH MAY ARISE UNDER
OR IN RELATION TO THE LOAN DOCUMENTS, INCLUDING THOSE CONTROVERSIES RELATING TO
THE EXECUTION, JURISDICTION, BREACH, ENFORCEMENT OR COMPLIANCE WITH THE NOTES,
THE SECURITY DOCUMENTS (OTHER THAN THE SECURITY INSTRUMENTS) OR ANY OTHER ISSUE
ARISING UNDER, RELATING TO, OR IN CONNECTION WITH ANY OF THE LOAN
DOCUMENTS.  EACH OF BORROWER AND GUARANTOR IRREVOCABLY CONSENTS TO
SERVICE, JURISDICTION, AND VENUE OF SUCH COURTS FOR ANY LITIGATION ARISING FROM
THE NOTES, THE SECURITY DOCUMENTS OR ANY OF THE OTHER LOAN DOCUMENTS, AND WAIVES
ANY OTHER VENUE TO WHICH IT MIGHT BE ENTITLED BY VIRTUE OF DOMICILE, HABITUAL
RESIDENCE OR OTHERWISE.  NOTHING CONTAINED HEREIN, HOWEVER, SHALL
PREVENT LENDER FROM BRINGING ANY SUIT, ACTION OR PROCEEDING OR EXERCISING ANY
RIGHTS AGAINST EITHER OR BOTH OF BORROWER AND GUARANTOR AND AGAINST THE
COLLATERAL IN ANY OTHER JURISDICTION.  INITIATING SUCH SUIT, ACTION OR
PROCEEDING OR TAKING SUCH ACTION IN ANY OTHER JURISDICTION SHALL IN NO EVENT
CONSTITUTE A WAIVER OF THE AGREEMENT CONTAINED HEREIN THAT THE LAWS OF THE
DISTRICT OF COLUMBIA SHALL GOVERN THE RIGHTS AND OBLIGATIONS OF EACH OF BORROWER
AND GUARANTOR AND LENDER AS PROVIDED HEREIN OR THE SUBMISSION HEREIN BY EACH OF
BORROWER AND GUARANTOR TO PERSONAL JURISDICTION WITHIN THE DISTRICT OF
COLUMBIA.  BORROWER AND GUARANTOR (I) COVENANT AND AGREE NOT TO ELECT
A TRIAL BY JURY WITH RESPECT TO ANY ISSUE ARISING UNDER ANY OF THE LOAN
DOCUMENTS TRIABLE BY A JURY AND (II) WAIVE ANY RIGHT TO TRIAL BY JURY TO THE
EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST.  THIS WAIVER
IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH
THE RIGHT TO A JURY TRIAL WOULD OTHERWISE ACCRUE.  FURTHER, EACH OF
BORROWER AND GUARANTOR HEREBY CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF
LENDER (INCLUDING, BUT NOT LIMITED TO, LENDER’S COUNSEL) HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, TO BORROWER AND/OR GUARANTOR THAT LENDER WILL NOT SEEK
TO ENFORCE THE PROVISIONS OF THIS SECTION. THE FOREGOING PROVISIONS WERE
KNOWINGLY, WILLINGLY AND VOLUNTARILY AGREED TO BY BORROWER AND GUARANTOR UPON
CONSULTATION WITH INDEPENDENT LEGAL COUNSEL SELECTED BY BORROWER’S AND
GUARANTOR’S FREE WILL.

     

    
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and Restated Master Credit Facility Agreement

      EDR
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      Section 15.07.    Severability.  

    

     

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

    


    
      Section 15.08.    Notices.

    

     

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

     

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

     

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

     

    
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    (iii)         sent
by telecopier or facsimile machine which automatically generates a transmission
report that states the date and time of the transmission, the length of the
document transmitted, and the telephone number of the recipient’s telecopier or
facsimile machine (to be confirmed with a copy thereof sent in accordance with
paragraphs (i) or (ii) above within two Business Days) (any notice so delivered
shall be deemed to have been received (1) on the date of transmission, if so
transmitted before 5:00 p.m. (local time of the recipient) on a Business Day, or
(2) on the next Business Day, if so transmitted on or after 5:00 p.m. (local
time of the recipient) on a Business Day or if transmitted on a day other than a
Business Day);

     

    (iv)         with
respect to Fannie Mae only, sent by e-mail to Structured_AM@fanniemae.com (any
notice so delivered shall be deemed to have been received upon
receipt);

     

    addressed
to the parties as follows:

     

    As to
Borrower:                                Education
Realty Operating Partnership, LP

    530 Oak Court Drive, Suite
300

    Memphis, TN 38117

    Attention: Paul Bower and Olan
Brevard

    Telecopy:  (901)
259-2594

     

    with a copy
to:                                  Bass,
Berry & Sims PLC

    The Tower at Peabody
Place

    100 Peabody Place, Suite
900

    Memphis, TN 38103

    Attention: John A.
Stemmler

    Telecopy:  (901)
543-5999

    


    As to
Lender:                                    Red
Mortgage Capital, Inc.

    Two
Miranova Place, 12th Floor

    Columbus,
Ohio 43215

    Attention:       
Servicing Manager

    Telecopy:        (614)
857-1620

    


    with a copy to
Servicer:         
          Red Mortgage
Capital, Inc.

    Two
Miranova Place, 12th Floor

    Columbus,
Ohio 43215

    
      Attention:       
Director,
Loan Servicing and Asset Management

    

    Telecopy:   
     (614) 857-1610

    


    with a copy
to:                                  Arent
Fox LLP

    1675
Broadway

    New York,
New York 10019

    Attention:       
David L. Dubrow, Esq.

    Telecopy:       
(212) 484-3990

     

    
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      As to
Fannie Mae:                 
          Fannie
Mae

    

    3900
Wisconsin Avenue, N.W.

    Washington,
D.C.  20016-2899

    Attention:  
     Vice President for

     
 Multifamily Asset Management

    


    with a copy to
Servicer:      
            Red Mortgage
Capital, Inc.

    Two
Miranova Place, 12th Floor

    Columbus,
Ohio 43215

    
      Attention:       
Director,
Loan Servicing and Asset Management

    

    Telecopy:        (614)
857-1610

     

    with a copy
to:                                  Arent
Fox LLP

    1675 Broadway

    New York, NY 10019

    Attention:        David
L. Dubrow, Esq.

    Telecopy No.: (212)
484-3990


     

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

     

    
      Section 15.09.    Further
Assurances and Corrective Instruments.

    

     

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

     

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

     

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

     

    
      Section 15.10.    Term
of this Agreement.  

    

     

    This
Agreement shall continue in effect until the Termination Date.

    


    
      Section 15.11.    Assignments;
Third-Party Rights.  

    

     

    No
Borrower shall assign this Agreement, or delegate any of its obligations
hereunder, without the prior written consent of Lender.  Lender may
assign its rights and/or obligations under this Agreement separately or
together, without Borrower’s consent, only to Fannie Mae or other entity if such
assignment is made with the intent that such entity will further assign such
rights to Fannie Mae, but may not delegate its obligations under this Agreement
unless it first receives Fannie Mae’s written approval.  Lender shall
first assign its rights under this Agreement separately or together, without
Borrower’s consent, to Fannie Mae.  Upon assignment to Fannie Mae,
Fannie Mae shall be permitted to further assign its rights under this Agreement
separately or together, without Borrower’s consent.

    .

    
      Section 15.12.    Headings.

    

     

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

    


    
      Section 15.13.    General
Interpretive Principles.  

    

     

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

     

    
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      Section 15.14.    Interpretation.

    

     

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

    


    
      Section 15.15.    Standards
for Decisions, Etc.

    

     

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

    


    
      Section 15.16.    Decisions
in Writing.

    

     

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

     

    
      Section 15.17.    Requests.

    

     

    Borrower
may submit up to a total of eight (8) Requests per Calendar Year, subject to the
provisions of Section
2.06.

     

    
      Section 15.18.    Conflicts
Between Agreements.

    

     

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

    


    
      Section
15.19.    Timing of
Decisions.

    

     

    (a)           In
the event a Variable DMBS Advance is Outstanding and Lender receives a request
from Borrower concerning a subsequent Variable DMBS Advance, Conversion,
Addition, Release, Substitution, Future Advance pursuant to Section 2.06 of this
Agreement and/or Expansion (“Activity”), the rollover date for all Variable DMBS
Advances Outstanding shall be the effective date for the
following:  (i) all decisions on the availability of an Activity, (ii)
any designation, determination, selection, estimate, action, or decision made by
Lender or Fannie Mae in connection with any such Activity, including but not
limited to one pertaining to the Geographical Diversification Requirements and
(iii) the Activity itself.

     

    
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    (b)           In
the event a Variable DMBS Advance is Outstanding, Lender and Fannie Mae reserves
the right to make any decision, designation, determination, selection, estimate
or take any action required of them individually or collectively under this
Agreement, and require any activity resulting from the above, to be effective on
the rollover date for all Variable DMBS Advances Outstanding.

    


     (Signatures
appear on following pages)

     

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

    


    
      
        
          
            	 
      	
                    BORROWER:

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    EDR TAMPA LIMITED
      PARTNERSHIP, a Delaware

                  
	 
      	
                    limited
      partnership

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    By:

                  	
                    EDR
      Tampa, LLC, a Delaware limited liability

                  
	 
      	 
      	
                    company,
      its general partner

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                    By:

                  	
                    EDR
      Tampa, Inc., a Delaware corporation, its

                  
	 
      	 
      	 
      	
                    manager

                  	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                    By:

                  	
                    /s/ Olan Brevard

                  
	 
      	 
      	 
      	
                    Name:

                  	
                    Olan Brevard

                  
	 
      	 
      	 
      	
                    Title:

                  	
                    Vice President

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    EDR STILLWATER LIMITED
      PARTNERSHIP, a

                  
	 
      	
                    Delaware
      limited partnership

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    By:

                  	
                    EDR
      Stillwater, LLC, a Delaware limited liability

                    company,
      its general partner

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                    By:

                  	
                    EDR
      Stillwater, Inc., a Delaware corporation,

                  
	 
      	 
      	 
      	
                    its
      manager

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                    By:

                  	
                    /s/ Olan Brevard

                  
	 
      	 
      	 
      	
                    Name:

                  	
                    Olan Brevard

                  
	 
      	 
      	 
      	
                    Title:

                  	
                    Vice
President

                  


          

        

      

    

     


    Amended
and Restated Master Credit Facility Agreement

    EDR
Credit Facility

    
      
         


      

      
        S-1

        
          

        

      

      
         


      

    

    


    
      
        
          	 
      	
                  EDR
      WESTERN MICHIGAN LIMITED

                
	 
      	
                  PARTNERSHIP, a Delaware
      limited partnership

                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	
                  EDR
      Western Michigan, LLC, a Delaware limited liability

                  company,
      its general partner

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  By:

                	
                  EDR
      Western Michigan, Inc., a Delaware

                
	 
      	 
      	 
      	
                  corporation,
      its manager

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  By:

                	
                  /s/ Olan Brevard

                
	 
      	 
      	 
      	
                  Name:

                	
                  Olan Brevard

                
	 
      	 
      	 
      	
                  Title:

                	
                  Vice President

                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  EDR WABASH LIMITED
      PARTNERSHIP, a Delaware

                
	 
      	
                  limited
      partnership

                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	
                  EDR
      Wabash, LLC, a Delaware limited liability

                  company,
      its general partner

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  By:

                	
                  EDR
      Wabash, Inc., a Delaware corporation,

                
	 
      	 
      	 
      	
                  its
      manager

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  By:

                	
                  /s/ Olan Brevard

                
	 
      	 
      	 
      	
                  Name:

                	
                  Olan Brevard

                
	 
      	 
      	 
      	
                  Title:

                	
                  Vice President

                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  EDR COLUMBUS LIMITED
      PARTNERSHIP, a

                
	 
      	
                  Delaware
      limited partnership

                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	
                  EDR
      Columbus, LLC, a Delaware limited liability

                
	 
      	 
      	
                  company,
      its general partner

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  By:

                	
                  EDR
      Columbus, Inc., a Delaware corporation,

                
	 
      	 
      	 
      	
                  its
      manager

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  By:

                	
                  /s/ Olan Brevard

                
	 
      	 
      	 
      	
                  Name:

                	
                  Olan Brevard

                
	 
      	 
      	 
      	
                  Title:

                	
                  Vice
President

                


        

      

    

    


    Amended
and Restated Master Credit Facility Agreement

    EDR
Credit Facility

      
        
           


        

        
          S-2

          
            

          

        

        
           


        

      

    

     

    
      
        
          	 
      	
                  EDR STATE COLLEGE LIMITED
      PARTNERSHIP, a

                
	 
      	
                  Delaware
      limited partnership

                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	
                  EDR
      State College, LLC, a Delaware limited liability

                  company,
      its general partner

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  By:

                	
                  EDR
      State College, Inc., a Delaware corporation,

                
	 
      	 
      	 
      	
                  its
      manager

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  By:

                	
                  /s/ Olan Brevard

                
	 
      	 
      	 
      	
                  Name:

                	
                  Olan Brevard

                
	 
      	 
      	 
      	
                  Title:

                	
                  Vice President

                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  EDR COLUMBIA LIMITED
      PARTNERSHIP, a

                
	 
      	
                  Delaware
      limited partnership

                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	
                  EDR
      Columbia, LLC, a Delaware limited liability

                  company,
      its general partner

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  By:

                	
                  EDR
      Columbia, Inc.,

                
	 
      	 
      	 
      	
                  a
      Delaware corporation, its manager

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  By:

                	
                  /s/ Olan Brevard

                
	 
      	 
      	 
      	
                  Name:

                	
                  Olan Brevard

                
	 
      	 
      	 
      	
                  Title:

                	
                  Vice President

                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  EDR KNOXVILLE LIMITED
      PARTNERSHIP, a

                
	 
      	
                  Delaware
      limited partnership

                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	
                  EDR
      Knoxville, LLC, a Delaware limited liability

                
	 
      	 
      	
                  company,
      its general partner

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  By:

                	
                  EDR
      Knoxville, Inc.,

                
	 
      	 
      	 
      	
                  a
      Delaware corporation, its manager

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  By:

                	
                  /s/ Olan Brevard

                
	 
      	 
      	 
      	
                  Name:

                	
                  Olan Brevard

                
	 
      	 
      	 
      	
                  Title:

                	
                  Vice
President

                


        

      

    

    


    
      Amended
and Restated Master Credit Facility Agreement

      EDR
Credit Facility

    

    
      
         


      

      
        S-3

        
          

        

      

      
         


      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	 
      	
                                  EDR LUBBOCK LIMITED
      PARTNERSHIP, a

                                
	 
      	
                                  Delaware
      limited partnership

                                
	 
      	 
      	 
      	 
      
	 
      	
                                  By:

                                	
                                  EDR
      Lubbock, LLC, a Delaware limited liability

                                  company,
      its general partner

                                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                                  By:

                                	
                                  EDR
      Lubbock, Inc.,

                                
	 
      	 
      	 
      	
                                  a
      Delaware corporation, its manager

                                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                  By:

                                	
                                  /s/ Olan Brevard

                                
	 
      	 
      	 
      	
                                  Name:

                                	
                                  Olan Brevard

                                
	 
      	 
      	 
      	
                                  Title:

                                	
                                  Vice President

                                
	 
      	 
      	 
      	 
      
	 
      	
                                  EDR TUCSON PHASE II LIMITED
      PARTNERSHIP,

                                
	 
      	
                                  a
      Delaware limited partnership

                                
	 
      	 
      	 
      	 
      
	 
      	
                                  By:

                                	
                                  EDR
      Tucson, LLC, a Delaware limited liability

                                  company,
      its general partner

                                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                                  By:

                                	
                                  EDR
      Tucson, Inc.,

                                
	 
      	 
      	 
      	
                                  a
      Delaware corporation, its manager

                                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                  By:

                                	
                                  /s/ Olan Brevard

                                
	 
      	 
      	 
      	
                                  Name:

                                	
                                  Olan Brevard

                                
	 
      	 
      	 
      	
                                  Title:

                                	
                                  Vice President

                                
	 
      	 
      	 
      	 
      
	 
      	
                                  EDR MURFREESBORO, LLC, a
      Delaware limited

                                
	 
      	
                                  liability
      company

                                
	 
      	 
      	 
      	 
      
	 
      	
                                  By:

                                	
                                  EDR
      Manager, LLC, a Delaware limited liability

                                
	 
      	 
      	
                                  company,
      its Manager

                                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                                  By:

                                	
                                  Education
      Realty Operating Partnership, LP,

                                
	 
      	 
      	 
      	
                                  a
      Delaware limited partnership, its Manager

                                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                  By:

                                	
                                  Education
      Realty OP GP,
      Inc., a Delaware

                                  corporation,
      its General Partner

                                
	 
      	 
      	 
      	By:	
                                  /s/
      Olan Brevard

                                
	 
      	 
      	 
      	Name:	
                                  Olan
      Brevard

                                
	 
      	 
      	 
      	Title:	
                                  Vice
      President

                                


                        

                      

                    

                  

                

              

            

          

        

      

    

     


    Amended
and Restated Master Credit Facility Agreement

    EDR
Credit Facility

    
      
        
        

      

      
        S-4

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  	 
      	
                                                          EDR AUBURN, LLC, a
      Delaware limited liability

                                                        
	 
      	
                                                          company

                                                        
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                          By:

                                                        	
                                                          EDR
      Manager, LLC, a Delaware limited liability

                                                          company,
      its Manager

                                                        
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                                                          By:

                                                        	
                                                          Education
      Realty Operating Partnership, LP,

                                                        
	 
      	 
      	 
      	
                                                          a
      Delaware limited partnership, its Manager

                                                        
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                                          By:

                                                        	
                                                          Education
      Realty OP GP, Inc., a Delaware

                                                          corporation,
      its General Partner

                                                        
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	By:	/s/ Olan Brevard
	 
      	 
      	 
      	Name:	Olan Brevard
	 
      	 
      	 
      	Title:	Vice President
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                          EDR STATESBORO, LLC, a
      Delaware limited liability

                                                        
	 
      	
                                                          company

                                                        
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                          By:

                                                        	
                                                          EDR
      Manager, LLC, a Delaware limited liability

                                                          company,
      its Manager

                                                        
	 
      	 
      	 
      	 
      
	 
      	 
      	
                                                          By:

                                                        	
                                                          Education
      Realty Operating Partnership, LP,

                                                          a
      Delaware limited partnership, its Manager

                                                        
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                                          By:

                                                        	
                                                          Education
      Realty OP GP, Inc., a Delaware

                                                          corporation,
      its General Partner

                                                        
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	By:	
                                                          /s/ Olan Brevard

                                                        
	 
      	 
      	 
      	Name:	
                                                          Olan Brevard

                                                        
	 
      	 
      	 
      	Title:	
                                                          Vice
President

                                                        


                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      Amended
and Restated Master Credit Facility Agreement

      EDR
Credit Facility (2009 Additions)

      
        
          
          

        

        
          S-5

          
            

          

        

        
          
          

        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            	 
      	
                                                    MURRAY PLACE (DE), LLC,
      a Delaware limited liability

                                                  
	 
      	
                                                    company

                                                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                    By:

                                                  	
                                                    EDR
      Manager, LLC, a Delaware limited liability company, its
      Manager

                                                  
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                                                    By:

                                                  	
                                                    Education
      Realty Operating Partnership, LP,

                                                  
	 
      	 
      	 
      	
                                                    a
      Delaware limited partnership, its Manager

                                                  
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                                    By:

                                                  	
                                                    Education
      Realty OP GP, Inc.,

                                                    a
      Delaware corporation, its General Partner

                                                  
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	

                                                    By:

                                                  	
                                                    /s/
      Olan Brevard

                                                  
	 
      	 
      	 
      	

                                                    Name:

                                                  	
                                                    Olan
      Brevard

                                                  
	 
      	 
      	 
      	
                                                    Title:

                                                  	
                                                    Vice
      President

                                                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                    RIVER PLACE (DE), LLC, a
      Delaware limited liability

                                                  
	 
      	
                                                    company

                                                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                    By:

                                                  	
                                                    EDR
      Manager, LLC, a Delaware limited liability company, its
      Manager

                                                  
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                                                    By:

                                                  	
                                                    Education
      Realty Operating Partnership, LP,

                                                    a
      Delaware limited partnership, its Manager

                                                  
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                                    By:

                                                  	
                                                    Education
      Realty OP GP, Inc.,

                                                    a
      Delaware corporation, its General Partner

                                                  
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                                    By:

                                                  	
                                                    /s/
      Olan Brevard

                                                  
	 
      	 
      	 
      	
                                                    Name:

                                                  	
                                                    Olan
      Brevard

                                                  
	 
      	 
      	 
      	
                                                    Title:

                                                  	
                                                    Vice
      President

                                                  


                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      Amended
and Restated Master Credit Facility Agreement

      EDR
Credit Facility (2009 Additions)

      
        
          
          

        

        
          S-6

          
            

          

        

        
          
          

        

      

    

    
      


      
        
          
            
              
                
                  
                    	 
      	
                            TROY PLACE (DE), LLC, a
      Delaware limited liability company

                          
	 
      	 
      	 
      	 
      	 
      
	 
      	
                            By:

                          	
                            EDR
      Manager, LLC, a Delaware limited liability company, its
      Manager

                          
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                            By:

                          	
                            Education
      Realty Operating Partnership, LP,

                          
	 
      	 
      	 
      	
                            a
      Delaware limited partnership, its Manager

                          
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                            By:

                          	
                            Education
      Realty OP GP, Inc.,

                            a
      Delaware corporation, its General Partner

                          
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                            By:

                          	
                            /s/ Olan Brevard

                          
	 
      	 
      	 
      	
                            Name:

                          	
                            Olan Brevard

                          
	 
      	 
      	 
      	
                            Title:

                          	
                            Vice President

                          
	 
      	 
      	 
      	 
      	 
      
	 
      	
                            WESTERN PLACE, LLC, a
      Georgia limited liability company

                          
	 
      	 
      	 
      	 
      	 
      
	 
      	
                            By:

                          	
                            EDR
      Manager, LLC, a Delaware limited liability company, its
      Manager

                          
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                            By:

                          	
                            Education
      Realty Operating Partnership, LP,

                            a
      Delaware limited partnership, its Manager

                          
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                            By:

                          	
                            Education
      Realty OP GP, Inc.,

                            a
      Delaware corporation, its General Partner

                          
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                            By:

                          	
                            /s/ Olan Brevard

                          
	 
      	 
      	 
      	
                            Name:

                          	
                            Olan Brevard

                          
	 
      	 
      	 
      	
                            Title:

                          	
                            Vice
President

                          


                  

                

              

            

          

        

      

       

      Amended
and Restated Master Credit Facility Agreement

      EDR
Credit Facility (2009 Additions)

        
          
             


          

          
            S-7

            
              

            

          

          
             


          

        

      

       

      
        
          	 
      	
                  CAPE PLACE (DE), LLC, a
      Delaware limited liability company

                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	
                  EDR
      Manager, LLC, a Delaware limited liability company, its
      Manager

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  By:

                	
                  Education
      Realty Operating Partnership, LP,

                
	 
      	 
      	 
      	
                  a
      Delaware limited partnership, its Manager

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  By:

                	
                  Education
      Realty OP GP, Inc.,

                  a
      Delaware corporation, its General Partner

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  By:

                	
                  /s/ Olan Brevard

                
	 
      	 
      	 
      	
                  Name:

                	
                  Olan Brevard

                
	 
      	 
      	 
      	
                  Title:

                	
                  Vice President

                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  CARROLLTON PLACE, LLC, a
      Georgia limited liability company

                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	
                  EDR
      Manager, LLC, a Delaware limited liability company, its
      Manager

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  By:

                	
                  Education
      Realty Operating Partnership, LP,

                  a
      Delaware limited partnership, its Manager

                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  By:

                	
                  Education
      Realty OP GP, Inc.,

                  a
      Delaware corporation, its General Partner

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  By:

                	
                  /s/ Olan Brevard

                
	 
      	 
      	 
      	
                  Name:

                	
                  Olan Brevard

                
	 
      	 
      	 
      	
                  Title:

                	
                  Vice
President

                


        

      

      


      Amended
and Restated Master Credit Facility Agreement

      EDR
Credit Facility (2009 Additions)

        
          
             


          

          
            S-8

            
              

            

          

          
             


          

        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            	 
      	
                                                    EDR CLEMSON PLACE LIMITED
      PARTNERSHIP, a

                                                  
	 
      	
                                                    Delaware
      limited partnership

                                                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                    By:

                                                  	
                                                    EDR
      Clemson Place GP, LLC,

                                                  
	 
      	 
      	
                                                    a
      Delaware limited liability company, its General Partner

                                                  
	 
      	 
      	 
      	 
      
	 
      	 
      	
                                                    By:

                                                  	
                                                    Education
      Realty Operating Partnership, LP,

                                                  
	 
      	 
      	 
      	
                                                    a
      Delaware limited partnership, its Manager

                                                  
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                                    By:

                                                  	
                                                    Education
      Realty OP GP, Inc.,

                                                  
	 
      	 
      	 
      	 
      	
                                                    a
      Delaware corporation, its General Partner

                                                  
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                                    By:

                                                  	
                                                    /s/ Olan Brevard

                                                  
	 
      	 
      	 
      	
                                                    Name:

                                                  	
                                                    Olan Brevard

                                                  
	 
      	 
      	 
      	
                                                    Title:

                                                  	
                                                    Vice President

                                                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                    EDR BERKELEY PLACE LIMITED
      PARTNERSHIP,

                                                  
	 
      	
                                                    a
      Delaware limited partnership

                                                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                    By:

                                                  	
                                                    EDR
      Berkeley Place GP, LLC,

                                                  
	 
      	 
      	
                                                    a
      Delaware limited liability company, its General Partner

                                                  
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                                                    By:

                                                  	
                                                    Education
      Realty Operating Partnership, LP,

                                                  
	 
      	 
      	 
      	
                                                    a
      Delaware limited partnership, its Manager

                                                  
	 
      	 
      	 
      	 
      	 
      
	 	 	 	

                                                    By:

                                                  	

                                                    Education
      Realty OP GP, Inc.,

                                                  
	 	 	 	 	

                                                    a
      Delaware corporation, its General Partner

                                                  
	 	 	 	 	 
	 	 	 	
                                                    By:

                                                  	/s/ Olan Brevard
	 	 	 	
                                                    Name:

                                                  	Olan Brevard
	 	 	 	
                                                    Title:

                                                  	

                                                    Vice President

                                                  
	 	 	 	 
	 	 	

                                                    [Signatures
      continue on following
page.]

                                                  


                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      
        Amended
and Restated Master Credit Facility Agreement

        EDR
Credit Facility (2009 Additions)

          
            
               


            

            
              S-9

              
                

              

            

            
               


            

          

        

      

      
        


        
          
            
              
                	 
      	
                        GUARANTOR:

                      
	 
      	 
      
	 
      	
                        EDUCATION
      REALTY OPERATING

                        PARTNERSHIP, LP, a
      Delaware limited partnership

                      
	 
      	 
      
	 
      	
                        By:

                      	
                        Education
      Realty OP GP, Inc.

                      
	 
      	 
      	
                        a
      Delaware corporation, its general partner

                      
	 
      	 
      
	 
      	
                        By:

                      	
                        /s/ Olan Brevard

                      
	 
      	
                        Name:

                      	
                        Olan Brevard

                      
	 
      	
                        Title:

                      	
                        Vice President

                      
	 
      	 
      
	 
      	 
      
	 
      	
                        EDUCATION REALTY TRUST,
      INC., a Maryland

                        corporation

                      
	 
      	 
      
	 
      	
                        By:

                      	
                        /s/ Olan Brevard

                      
	 
      	
                        Name:

                      	
                        Olan Brevard

                      
	 
      	
                        Title:

                      	
                        Vice President

                      
	 
      	 
      	 
      
	 
      	
                        [Signatures
      continue on following
page.]

                      


              

            

          

        

         

        Amended
and Restated Master Credit Facility Agreement

        EDR
Credit Facility (2009 Additions)


          
            
               


            

            
              S-10

              
                

              

            

            
               


            

          

        

         

        
          
            	 
      	
                    LENDER:

                  
	 
      	 
      
	 
      	
                    RED MORTGAGE CAPITAL,
      INC., an Ohio corporation

                  
	 
      	 
      	 
      
	 
      	
                    By:

                  	
                    /s/ R. Barth Kallmerten

                  
	 
      	
                    Name:

                  	
                    R.
      Barth Kallmerten

                  
	 
      	
                    Title:

                  	
                    Senior
      Managing Director

                  


          

        

        


        Amended
and Restated Master Credit Facility Agreement

        EDR
Credit Facility (2009 Additions)


          
            
               


            

            
              S-11

              
                

              

            

            
               


            

          

        

         

        
          
            	 
      	
                    FANNIE
      MAE

                  
	 
      	 
      	 
      
	 
      	
                    By:

                  	
                    /s/ Gerald P. LaHaie

                  
	 
      	 
      	
                    Name: Gerald
      P. LaHaie

                  
	 
      	 
      	
                    Title:  Vice
      President

                  


          

        

        


        Amended
and Restated Master Credit Facility Agreement

        EDR
Credit Facility (2009 Additions)


          
            
               


            

            
              S-12

              
                

              

            

            
               


            

          

        

      

    

    Schedule
1

     

    List of
Borrowers

     

    EDR
Wabash Limited Partnership

    EDR
Stillwater Limited Partnership

    EDR
Lubbock Limited Partnership

    EDR
Columbus Limited Partnership

    EDR
Columbia Limited Partnership

    EDR
Western Michigan Limited Partnership

    EDR
Knoxville Limited Partnership

    EDR
Murfreesboro, LLC

    EDR State
College Limited Partnership

    EDR Tampa
Limited Partnership

    EDR
Tucson Phase II Limited Partnership

    EDR
Auburn, LLC

    EDR
Statesboro, LLC

    Western
Place, LLC

    Murray
Place (DE), LLC

    Carrollton
Place, LLC

    River
Place (DE), LLC

    Cape
Place (DE), LLC

    EDR
Berkeley Place Limited Partnership

    EDR
Clemson Place Limited Partnership

    Troy
Place (DE), LLC

    


    Amended
and Restated Master Credit Facility Agreement

    EDR
Credit Facility

    
      
         


      

      
        Schedule
1-1

        
          

        

      

      
         


      

    

     

    APPENDIX
I

     

    DEFINITIONS

     

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

     

    “2009 Additional Mortgaged
Properties” means the Dedicated Student Housing Properties described on
Exhibit A-2 to
the Agreement and which represent the Additional Mortgaged Properties added to
the Collateral Pool on the date hereof.

     

    “Activity” shall have
the meaning set forth in Section
15.19.

     

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

     

    “Addition Fee” means,
with respect to an Additional Mortgaged Property added to the Collateral Pool in
accordance with
Section 3.02, the product of

     

    
      	
               
      

            	
              (i)

            	
              40
      basis points, multiplied by

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      Allocable Facility Amount of the Additional Mortgaged Property, as
      determined by Lender.

            


    

     

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

     

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

     

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

     

    “Additional
Collateral” shall have the meaning set forth in Section
6.13.

     

    “Additional Collateral Due
Diligence Deposit” shall have the meaning set forth in Section
10.04(b).

     

     

    
      Amended
and Restated Master Credit Facility Agreement

      Definitions

      EDR
Credit Facility (2009 Additions)

    

    
      
         


      

      
        Appendix
I-1

        
          

        

      

      
         


      

    

     

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


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

     

    “Adjustable Rate” in
connection with a particular Variable Structured ARM Advance has the meaning
given such term in the applicable Variable Facility Note.

     

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

     

    “Advance Amount” means
the lesser of (a) the amount that would result in an Aggregate Loan to
Value Ratio of 75% or (b) (i) if a Variable Advance, the amount that would
result in an Aggregate Debt Service Coverage Ratio as permitted under the
Coverage and LTV Test for the portion of the Commitment that will be the
Variable Facility Commitment (using a prorated portion of the Net Operating
Income and using the Facility Debt Service for only the Variable Facility
Commitment in making such determination of Aggregate Debt Service Coverage
Ratio), provided that such amount shall not exceed 103% of the amount that would
result using the calculation set forth in (ii) below, and (ii) if a Fixed
Advance, the amount that would result in an Aggregate Debt Service Coverage
Ratio as permitted under the Coverage and LTV Test for the portion of the
Commitment that will be the Fixed Facility Commitment (using a prorated portion
of the Net Operating Income and using the Facility Debt Service for only the
Fixed Facility Commitment in making such determination of Debt Service Coverage
Ratio) or (c) the amount determined by Lender which is based upon an exit
strategy analysis pursuant to the Underwriting Requirements.

     

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

     

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

     

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

     

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

     

    to

     

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

    
       

      Amended
and Restated Master Credit Facility Agreement

      Definitions

      EDR
Credit Facility (2009 Additions)

    

    
      
         


      

      
        Appendix
I-2

        
          

        

      

      
         


      

    


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

     

    
      	
               
      

            	
              (a)

            	
              the
      Advances Outstanding on the specified
date,

            


    

     

     to

     

    
      	
               
      

            	
              (b)

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

            


    

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      Amended
and Restated Master Credit Facility Agreement

      Definitions

      EDR
Credit Facility (2009 Additions)

    

    
      
         


      

      
        Appendix
I-3

        
          

        

      

      
         


      

    


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

     

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

     

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

     

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

     

    “Borrower” means
individually and collectively, the Initial Borrower and any Additional Borrower
becoming a party to this Agreement and any other Loan Documents, together with
their permitted successors and assigns.

     

    “Borrower Agent” means
EROP Guarantor.

     

    “Borrower Parties”
means collectively, Borrower and Guarantor.

     

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

     

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

     

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

     

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

     

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

     

    “Cash Collateral
Agreement” means a cash collateral pledge, security and custody agreement
by and among Fannie Mae, Borrower and Servicer in the form attached as Exhibit U to the
Agreement, as the same may be amended, modified or supplemented from time to
time.

     

    “Cash Equivalents”
means

     

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

     

    
      Amended
and Restated Master Credit Facility Agreement

      Definitions

      EDR
Credit Facility (2009 Additions)

    

    
      
         


      

      
        Appendix
I-4

        
          

        

      

      
         


      

    


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

     

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

    


    (d)           the
amount that a borrower has the right to draw under any line of credit, pursuant
to its terms on any specified date.


     

    “Cash Interest Rate”
in connection with a particular Fixed Advance with a cash execution shall be the
“Interest Rate” set forth in the applicable Fixed Facility Note.

     

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

     

    “Change of Control”
means the earliest to occur of: (a) the date on which an Acquiring Person
becomes (by acquisition, consolidation, merger or otherwise), directly or
indirectly, the beneficial owner of more than twenty five percent (25%) of the
total ownership interest of Borrower or Guarantor then outstanding, or (b) the
replacement (other than solely by reason of retirement at age sixty-five or
older, death or disability) of more than fifty percent (50%) (or such lesser
percentage as is required for decision-making by the board of directors or an
equivalent governing body) of the members of the board of directors (or an
equivalent governing body) of Borrower or Guarantor over a one-year period from
the directors who constituted such board of directors at the beginning of such
period and such replacement shall not have been approved by a vote of at least a
majority of the board of directors of Borrower or Guarantor then still in office
who either were members of such board of directors at the beginning of such
one-year period or whose election as members of the board of directors was
previously so approved (it being understood and agreed that in the case of any
entity governed by a trustee, board of managers, or other similar governing
body, the foregoing clause (b) shall apply thereto by substituting such
governing body and the members thereof for the board of directors and members
thereof, respectively) or (c) (i) both Paul O. Bower and Randall H. Brown are no
longer part of the Senior Management of Guarantor or (ii) both Thomas J. Hickey
and Craig L. Cardwell are no longer part of the Senior Management of Guarantor
or (iii) any two of Paul O. Bower, Randall H. Brown, Thomas J. Hickey and Craig
L. Cardwell are no longer part of the Senior Management of
Guarantor.

     

    
      Amended
and Restated Master Credit Facility Agreement

      Definitions

      EDR
Credit Facility (2009 Additions)

    

    
      
         


      

      
        Appendix
I-5

        
          

        

      

      
         


      

    

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

     

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

     

    “Collateral Pool”
means all of the Collateral.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      Amended
and Restated Master Credit Facility Agreement

      Definitions

      EDR
Credit Facility (2009 Additions)

    

    
      
         


      

      
        Appendix
I-6

        
          

        

      

      
         


      

    

     

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

     

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

     

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

     

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

     

    “Coupon Rate” means,
with respect to a Variable DMBS Advance, the imputed interest rate determined by
Lender pursuant to Section
1.05.

     

    “Coverage and LTV
Tests” mean, each of the following financial tests:

     

    (a)           The
Aggregate Debt Service Coverage Ratio is not less than (i) 1.30:1.0 during the
period of time from the Initial Closing Date to (and including) the Third
Anniversary, 1.35:1.0 during the period of time from the Third Anniversary to
(and including) the Sixth Anniversary and 1.40:1 during the period of time from
the Sixth Anniversary to (and including) the Fifteenth Anniversary with respect
to the amount of the Advances drawn from the Fixed Facility Commitment, and (ii)
1.05:1.0 during the period of time from the Initial Closing Date to (and
including) the Third Anniversary, 1.10:1.0 during the period of time from the
Third Anniversary to (and including) the Sixth Anniversary, and 1.15:1.0 during
the time of time from the Sixth Anniversary to (and including) the Fifteenth
Anniversary with respect to the amount of the Advances drawn from the Variable
Facility Commitment.

     

    (b)           The
Aggregate Loan to Value Ratio, on any date, does not exceed seventy-five percent
(75%).

     

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

     

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

     

    
      Amended
and Restated Master Credit Facility Agreement

      Definitions

      EDR
Credit Facility (2009 Additions)

    

    
      
         


      

      
        Appendix
I-7

        
          

        

      

      
         


      

    

     

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

     

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

     

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

     

    (a)           the
Net Operating Income for the specified period for the subject Mortgaged
Property, as determined in accordance with this Agreement

     

    to

     

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

     

    “Dedicated Student Housing
Property” means a residential property, located in the United States,
containing five or more dwelling units in which not more than twenty percent
(20%) of the net rentable area is or will be rented to non-residential tenants,
and conforming to Fannie Mae’s then current guidelines, provided that eighty
percent (80%) or more of the dwelling units are leased to undergraduate and/or
graduate students.

     

    “Deficient Mortgaged
Properties” means the Mortgaged Property known as The Pointe at
Western.

     

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

     

    
      	
               
      

            	
              (i)

            	
              the
      face amount of the DMBS backed by the Variable DMBS Advance,
      over

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      Price of the DMBS backed by the Variable DMBS
  Advance.

            


    

     

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

     

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

     

    
      Amended
and Restated Master Credit Facility Agreement

      Definitions

      EDR
Credit Facility (2009 Additions)

    

    
      
         


      

      
        Appendix
I-8

        
          

        

      

      
         


      

    

     

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

     

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

     

    “EROP Guarantor” means
Education Realty Operating Partnership, LP.

     

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

     

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

     

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

     

    “Expansion Origination
Fee” has the meaning set forth in Section
10.03(b).

     

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

     

    “Facility Debt
Service” means –

     

    (a)           For
use in determining the additional borrowing capacity created by the addition of
Additional Mortgaged Properties, the sum of the amount of interest and principal
amortization, as determined pursuant to the Underwriting Requirements, with
respect to the Advances Outstanding on the specified date and Advances to be
obtained as a result of the addition of Additional Mortgaged Properties, on the
specified date, except that, for these purposes:

     

    
      	
               
      

            	
              (A)

            	
              each
      Variable DMBS Advance Outstanding or to be obtained shall be deemed to
      require level monthly payments of principal and interest (at an interest
      rate equal to (1) the One-Month LIBOR or Three-Month LIBOR (as
      applicable) plus (2) the Variable Facility Fee plus (3) a
      stressed underwriting margin of 300 basis points or if the Underwriting
      Requirements change to specify a new stressed underwriting margin which is
      a specific number of basis points with no range or discretion in its
      amount (the “New Stressed Margin”) then such New Stressed Margin plus (4)
      any Monthly Cap Escrow Payment as determined pursuant to the
      Underwriting Requirements) in
      an amount necessary to fully amortize the original principal amount of the
      Variable DMBS Advance, over the Amortization Period, with such
      amortization to commence on the first day of the period determined
      pursuant to the Underwriting Requirements;
and

            


    

     

    
      Amended
and Restated Master Credit Facility Agreement

      Definitions

      EDR
Credit Facility (2009 Additions)

    

    
      
         


      

      
        Appendix
I-9

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (B)

            	
              each
      Variable Structured ARM Advance Outstanding or to be obtained shall be
      deemed to require level monthly payments of principal and interest (at an
      interest rate equal to (1) the One-Month LIBOR or Three-Month LIBOR
      rate (as applicable) plus (2) the Margin plus (3) a stressed
      underwriting margin of 300 basis points or the New Stressed Margin, as
      applicable, plus (4) any Monthly Cap Escrow Payment as determined
      pursuant to the Underwriting Requirements) in an amount necessary to fully
      amortize the original principal amount of the Variable Structured ARM
      Advance over the Amortization Period with such amortization to commence on
      the first day of the period determined pursuant to the Underwriting
      Requirements; and

            


    

     

    
      	
               
      

            	
              (C)

            	
              each
      Fixed Advance Outstanding that is a cash execution shall require level
      monthly payments of principal and interest (at the Cash Interest Rate for
      such Fixed Advance) in an amount necessary to fully amortize the original
      principal amount of such Fixed Advance over the Amortization Period, with
      such amortization to commence on the first day of the period determined
      pursuant to the Underwriting Requirements;
and

            


    

     

    
      	
               
      

            	
              (D)

            	
              each
      Fixed Advance that is a cash execution to be obtained shall be deemed to
      require level monthly payments of principal and interest at a rate equal
      to the Cash Interest Rate determined by Lender for such Fixed Advance in
      an amount necessary to fully amortize the original principal amount of
      such Fixed Advance over the Amortization Period, with such amortization to
      commence on the first day of the period determined pursuant to the
      Underwriting Requirements; and

            


    

     

    
      	
               
      

            	
              (E)

            	
              each
      Fixed Advance Outstanding that is an MBS execution shall require level
      monthly payments of principal and interest (at the MBS Interest Rate) in
      an amount necessary to fully amortize the original principal amount of
      such Fixed Advance over the Amortization Period, with such amortization to
      commence on the first day of the period determined pursuant to the
      Underwriting Requirements; and

            


    

     

    
      	
               
      

            	
              (F)

            	
              each
      Fixed Advance that is an MBS execution to be obtained shall be deemed to
      require level monthly payments of principal and interest (at an interest
      rate equal to (1) the base United States Treasury Index Rate for
      securities having a maturity substantially similar to the maturity of such
      Fixed Advance, plus (2) the margin (as determined by Lender) for an
      actual/360 execution for loans having similar characteristics as such
      Fixed Advance in an amount necessary to fully amortize the original
      principal amount of such Fixed Advance over the Amortization Period with
      such amortization to commence on the first day of the period determined
      pursuant to the Underwriting
Requirements.

            


    

     

    
      Amended
and Restated Master Credit Facility Agreement

      Definitions

      EDR
Credit Facility (2009 Additions)

    

    
      
         


      

      
        Appendix
I-10

        
          

        

      

      
         


      

    

     

    (b)                      For
use in determining the Aggregate Debt Service Coverage Ratio, for purposes of
determining compliance with the Coverage and LTV Tests and tests for releases
and Substitutions, for purposes of determining Liquidity and for other ongoing
monitoring purposes, and for purposes of determining Release Prices pursuant to
Section 3.04(c) as of any specified date, the sum of the amount of interest and
principal amortization, during the preceding number of months as determined
pursuant to the Underwriting Requirements, with respect to Advances Outstanding
and on the specified date, except that, for these purposes:

     

    
      	
               
      

            	
              (A)

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

            


    

     

    
      	
               
      

            	
              (B)

            	
              each
      Variable Structured ARM Advance shall be deemed to require level monthly
      payments of principal and interest (at the Adjustable Rate for such
      Variable Structured ARM Advance) in an amount necessary to fully amortize
      the original principal amount of the Variable Structured ARM Advance over
      the Amortization Period, with such amortization deemed to commence on the
      first day of the period determined pursuant to the Underwriting
      Requirements; and

            


    

     

    
      	
               
      

            	
              (C)

            	
              each
      Fixed Advance shall require level monthly payments of principal and
      interest (at the Interest Rate as set forth in the Fixed Facility Note) in
      an amount necessary to fully amortize the original principal amount of the
      Fixed Advance over the Amortization Period, with such amortization to
      commence on the first day of the period determined pursuant to the
      Underwriting Requirements.

            


    

     

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

     

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

    

      Amended
and Restated Master Credit Facility Agreement

      Definitions

      EDR
Credit Facility (2009 Additions)

    

    
      
         


      

      
        Appendix
I-11

        
          

        

      

      
         


      

    

     

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

     

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

     

    “Fifteenth
Anniversary” means the date that is fifteen (15) years from the Initial
Closing Date.

     

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

     

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

     

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

     

    “Fixed Facility Availability
Period” means the period beginning on the Initial Closing Date and ending
on the date one (1) year after the Initial Closing Date.

     

    “Fixed Facility
Commitment” means an aggregate amount of $147,861,000 which shall be
evidenced by the Fixed Facility Notes plus such amount as is added to or
converted to the Fixed Facility Commitment in accordance with Section 1.08 and
Article 4 and
less such amount by which the Fixed Facility Commitment is reduced in accordance
with Article
5.

     

    “Fixed Facility Note”
means promissory notes (together with all schedules, riders, allonges, addenda,
renewals, extensions, amendments and modifications thereto) which have been
issued by Borrower to Lender to evidence Borrower’s obligation to repay the
Fixed Advances, and with respect to a Fixed Advance with a cash execution, the
promissory note will be the same or substantially similar in form to the
promissory note issued by Borrower to Lender in connection with the Fixed
Advance made on the Initial Closing Date and with respect to a Fixed Advance
with an MBS execution, the promissory note will be in the then current form of
promissory note utilized by Fannie Mae for loans with an MBS
execution.

     

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

     

    “GAAP” means generally
accepted accounting principles in the United States in effect from time to time,
consistently applied.

     

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

     

    “Geographical Diversification
Requirements” shall mean:

     

    
      Amended
and Restated Master Credit Facility Agreement

      Definitions

      EDR
Credit Facility (2009 Additions)

    

    
      
         


      

      
        Appendix
I-12

        
          

        

      

      
         


      

    

     

    (a)           no
more than 10% of the units in the Collateral Pool shall be located
at  Mortgaged Properties dependent on students from colleges or
universities with fewer than 10,000 students; and

     

    (b)           no
more than 25% of the units in the Collateral Pool shall be located at Mortgaged
Properties dependent on students from colleges or universities with fewer than
17,000 students; and

     

    (c)           no
more than 20% of the then Outstanding Advances shall be allocated to Mortgaged
Properties dependent on students from any one college or university;
and

     

    (d)           the
Mortgaged Properties in the Collateral Pool must be located in at least five (5)
states.

     

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

     

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

     

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

     

    “Guarantor” means REIT
Guarantor and EROP Guarantor, or a substitute Guarantor consented to by
Lender.

     

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

     

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

     

    Amended
and Restated Master Credit Facility Agreement

    Definitions

    EDR
Credit Facility (2009 Additions)

      
        
           


        

        
          Appendix
I-13

          
            

          

        

        
           


        

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Amended
and Restated Master Credit Facility Agreement

    Definitions

    EDR
Credit Facility (2009 Additions)

      
        
           


        

        
          Appendix
I-14

          
            

          

        

        
           


        

      



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

     

    “Initial Advance”
means the Fixed Advance and/or Variable Advance made on the Initial Closing Date
in the aggregate amount of $197,735,000.

     

    “Initial Borrower”
means each Borrower under this Agreement as of the Initial Closing
Date.

     

    “Initial Closing Date”
means December 31, 2008.

     

    “Initial Commitment
Amount” means $222,411,000.

     

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

     

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

     

    “Initial Mortgaged
Properties” means the Dedicated Student Housing Properties described on
Exhibit A-1 to
the Agreement and which represent the Dedicated Student Housing Properties which
are made part of the Collateral Pool on the Initial Closing Date.

     

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

     

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

     

    Amended
and Restated Master Credit Facility Agreement

    Definitions

    EDR
Credit Facility (2009 Additions)

      
        
           


        

        
          Appendix
I-15

          
            

          

        

        
           


        

      

    

     

    “Initial Valuation”
means, when used with reference to specified Collateral, the Valuation initially
performed for the Collateral as of the date on which the Collateral was added to
the Collateral Pool.  The Initial Valuation for each of the Initial
Mortgaged Properties is as set forth in Exhibit A-1 to the
Agreement.

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Lender” means Red
Mortgage Capital, Inc., an Ohio corporation, and its successors and assigns,
including Fannie Mae, the initial assignee, to the extent Lender’s rights are
assigned to Fannie Mae, pursuant to the terms of the Assignment of Master Credit
Facility Agreement and Other Loan Documents dated as of December 31, 2008 by Red
Mortgage Capital, Inc. to Fannie Mae.

     

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

     

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

     


    Amended
and Restated Master Credit Facility Agreement

    Definitions

    EDR
Credit Facility (2009 Additions)

      
        
           


        

        
          Appendix
I-16

          
            

          

        

        
           


        

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

    to

     

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

     

    “LOC Bank” means any
financial institution issuing the Letter of Credit and meeting the requirements
set forth in Section 6.14(a).

     

    “Margin” shall have
the definition set forth in the applicable Variable Facility
Note.  The Margin shall include the Variable Facility
Fee.

     

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

     

    Amended
and Restated Master Credit Facility Agreement

    Definitions

    EDR
Credit Facility (2009 Additions)

      
        
           


        

        
          Appendix
I-17

          
            

          

        

        
           


        

      

    

     

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

     

    “MBS Interest Rate” in
connection with a particular Fixed Advance with an MBS execution shall be the
“Interest Rate” set forth in the applicable Fixed Facility Note.

     

    “Monthly Cap Escrow
Payment” shall have the same meaning as the term “Monthly Deposit” in the
Pledge, Interest Rate Cap Agreement.

     

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

     

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

     

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

     

    “Multifamily Residential
Property” means a residential property, located in the United States,
containing five or more dwelling units in which not more than twenty percent
(20%) of the net rentable area is or will be rented to non-residential tenants,
and conforming to Fannie Mae’s then current guidelines.

     

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

     

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

     

    
      Amended
and Restated Master Credit Facility Agreement

      Definitions

      EDR
Credit Facility (2009 Additions)

    

    
      
         


      

      
        Appendix
I-18

        
          

        

      

      
         


      

    

     

    “New Collateral Loan Pool
Borrower” shall have the meaning set forth in Section
8.13(c).

     

    “Non-Dedicated Student
Housing Property” means a residential property, located in the United
States, containing five or more dwelling units in which not more than twenty
percent (20%) of the net rentable area is or will be rented to non-residential
tenants, and conforming to Fannie Mae’s then current guidelines, provided that
more than twenty percent (20%) and less than eighty percent (80%) of the
dwelling units are leased to undergraduate and or graduate
students.

     

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

     

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

     

    “Occupancy Deficiency
Origination Fee” means fifty (50) basis points (.5%) multiplied by the
Allocable Facility Amount for the Deficient Mortgaged Properties on the Initial
Closing Date or for such Deficient Mortgaged Properties as Lender shall
determine pursuant to Section 10.02(b).

     

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

     

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

     

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

     

    
      Amended
and Restated Master Credit Facility Agreement

      Definitions

      EDR
Credit Facility (2009 Additions)

    

    
      
         


      

      
        Appendix
I-19

        
          

        

      

      
         


      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      Amended
and Restated Master Credit Facility Agreement

      Definitions

      EDR
Credit Facility (2009 Additions)

    

    
      
         


      

      
        Appendix
I-20

        
          

        

      

      
         


      

    

     

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

     

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

     

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

     

    “Prohibited Person”
means (i) a Person that is the subject of, whether voluntary or involuntary, any
case, proceeding or other action against such Person under any existing or
future law of any jurisdiction relating to bankruptcy, insolvency,
reorganization or relief of debtors, or (ii) any Person with whom Servicer or
Fannie Mae is prohibited from doing business pursuant to any law, rule,
regulation, judicial proceeding or administrative directive, or (iii) any Person
identified on the federal “Excluded Parties List System,” the “Specially
Designated National and Blocked Persons List,” the federal “Office of Foreign
Assets and Control list, the U.S. Department of Housing and Urban Development’s
Limited Denial of Participation, HUD Funding Disqualifications and Voluntary
Abstentions List,” or on Fannie Mae’s “Multifamily Applicant Experience Check,”
each of which may be amended from time to time and any successor or replacement
thereof, or (iv) a Person that Fannie Mae determines to be an unacceptable
credit risk due to the aggregate amount of debt such Person owes to Fannie Mae,
or (v) a Person that has caused any unsatisfactory experience of a material
nature with Fannie Mae or Servicer, such as a default, fraud, intentional
misrepresentation, litigation, arbitration or other similar act, or (vi) a
Person that is, or whose senior management is, the subject of any pending
criminal indictment or criminal investigation relating to an alleged felony or
has ever been convicted of a felony or held liable for fraud in a civil or
criminal action or (vii) a Person that does not meet the requirements of Section
57 of the Master Certificate of Borrower Parties.

     

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

     

    “Rate Change Date”, in
connection with a particular Variable Advance, has the meaning set forth in the
applicable Note.

     

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

     

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

     

    “Real Estate Tax Letter of Credit”
means a letter of credit issued by an LOC Bank satisfactory to Fannie Mae naming
Fannie Mae as beneficiary, in form and substance as attached hereto as Exhibit V as
described in Section 13.01 of this Agreement.

     

    Amended
and Restated Master Credit Facility Agreement

    Definitions

    EDR
Credit Facility (2009 Additions)

      
        
           


        

        
          Appendix
I-21

          
            

          

        

        
           


        

      

    

     

    “REIT Guarantor” shall
mean Education Realty Trust, Inc.

     

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

     

    “Release Fee” means
with respect to any release effected in accordance with Section 3.04(c), a fee
in the amount of $10,000 per Release Mortgaged Property.

     

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

     

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

     

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

     

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

     

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

     

    “Rental Property”
means a Dedicated Student Housing Property, Non-Dedicated Student Housing
Property and/or a Multifamily Residential Property, as applicable.

     

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

     

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

     

    “Required Escrow
Payments” shall have the meaning set forth in Section 13.01(a) of
this Agreement.

     

    “Rescinded Payment”
shall have the meaning set forth in Section 14.10 of this
Agreement.

     

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

     


    Amended
and Restated Master Credit Facility Agreement

    Definitions

    EDR
Credit Facility (2009 Additions)

      
        
           


        

        
          Appendix
I-22

          
            

          

        

        
           


        

      

    

     

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

     

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

     

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

     

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

     

    “Senior Management”
means Paul O. Bower, Randall H. Brown, Thomas J. Hickey and Craig L. Cardwell or
any Person who replaces such individuals.

     

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

     

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

     

    
      	
               
      

            	
              (i)

            	
              has
      been a duly formed and existing partnership, real estate investment trust,
      corporation or limited liability company, as the case may
    be;

            


    

     

    
      	
               
      

            	
              (ii)

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

            


    

     

    
      	
               
      

            	
              (iii)

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

            


    

     

    
      	
               
      

            	
              (iv)

            	
              has
      observed all customary formalities regarding its partnership, real estate
      investment trust, limited liability company or corporate existence, as the
      case may be;

            


    

     

    Amended
and Restated Master Credit Facility Agreement

    Definitions

    EDR
Credit Facility (2009 Additions)

      
        
           


        

        
          Appendix
I-23

          
            

          

        

        
           


        

      

    

     

    
      	
               
      

            	
              (v)

            	
              has
      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;

            


    

     

    
      	
               
      

            	
              (vi)

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

            


    

     

    
      	
               
      

            	
              (vii)

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

            


    

     

    
      	
            	
              (viii)

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

            


    

     

    
      	
               
      

            	
              (ix)

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

            


    

     

    
      	
               
      

            	
              (x)

            	
              has
      not acquired obligations or securities of any other
  Person;

            


    

     

    
      	
               
      

            	
              (xi)

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

            


    

     

    
      	
               
      

            	
              (xii)

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

            


    

     

    
      	
            	
              (xiii)

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

            


    

     

    
      	
            	
              (xiv)

            	
              has
      not engaged in any business or activity other than the leasing, ownership,
      operation and maintenance of the Mortgaged Properties, and activities
      incidental thereto;

            


    

     

    
      	
               
      

            	
              (xv)

            	
              shall
      not acquire or own any assets other than (A) the Mortgaged Properties
      and/or equity interests in a Person that owns the Mortgaged Properties and
      (B) such incidental personal property as may be necessary to conduct the
      business and activities permitted under clause (xiv)
  above;

            


    

     

    
      
        	
              	
                (xvi)

              	
                shall
      not maintain its assets in such a manner that it will be costly or
      difficult to segregate, ascertain or identify its individual assets from
      those of any other Person;

              


      

    

     

    Amended
and Restated Master Credit Facility Agreement

    Definitions

    EDR
Credit Facility (2009 Additions)

      
        
           


        

        
          Appendix
I-24

          
            

          

        

        
           


        

      

    

     

    
      	
            	
              (xvii)

            	
              has
      not failed to hold itself out to the public as a legal entity separate and
      distinct from any other Person or to conduct its business solely in its
      own name or fail to correct any known misunderstanding regarding its
      separate identity;

            


    

     

    
      	
            	
              (xviii)

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

            


    

     

    
      	
            	
              (xix)

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

            


    

     

    
      	
               
      

            	
              (xx)

            	
              has
      complied with the requirements of Section 33 of the Security
      Instrument.

            


    

     

    “Sixth Anniversary”
means the date that is six (6) years from the Initial Closing Date.

     

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

     

    “Substitution Fee”
means with respect to any Substitution effected in accordance with Section 3.05, a fee
which is the sum of the Addition Fee and the Release Fee.

     

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

     

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

     

    “Targeted Entity”
means individually and collectively, Borrower and/or any direct or indirect
owner of Borrower, including Guarantor.

     

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

     

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

     

    “Termination Date”
means, at any time during which Fixed Advances are Outstanding, the latest
maturity date for any Fixed Advance Outstanding, and, at any time during which
Variable Advances are Outstanding, the Variable Facility Termination
Date.

     

    “Third Anniversary”
means the date that is three (3) years from the Initial Closing
Date.

     

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

     

    Amended
and Restated Master Credit Facility Agreement

    Definitions

    EDR
Credit Facility (2009 Additions)

      
        
           


        

        
          Appendix
I-25

          
            

          

        

        
           


        

      

    

     

    “Title Company” means
First American Title Insurance Company.

     

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

     

    “Transfer”
means

     

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

     

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

     

    “Underwriting
Requirements” means Lender’s overall underwriting requirements for
Dedicated Student Housing Properties in connection with loans anticipated to be
sold to Fannie Mae, pursuant to Fannie Mae’s then current guidelines, including,
without limitation, requirements relating to Appraisals, physical needs
assessments, and environmental site assessments, as such requirements may be
amended, modified, updated, superseded, supplemented or replaced from time to
time.

     

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

     

    Amended
and Restated Master Credit Facility Agreement

    Definitions

    EDR
Credit Facility (2009 Additions)

    
      
         


      

      
        Appendix
I-26

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (i)

            	
              the
      Net Operating Income of such Rental Property,
by

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      most recent Capitalization Rate determined by
  Lender.

            


    

     

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

     

    “Variable Advance”
means any Variable DMBS Advance and any Variable Structured ARM
Advance.

     

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

     

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

     

    “Variable Facility
Availability Period” means the period beginning on the Initial Closing
Date and ending on the date one (1) year after the Initial Closing
Date.

     

    “Variable Facility
Commitment” means an aggregate amount of $74,550,000 which shall be
evidenced by the Variable Facility Notes, plus such amount as is added to the
Variable Facility Commitment in accordance with Article 4, less such
amount as is converted from the Variable Facility Commitment to the Fixed
Facility Commitment in accordance with Section 1.08, and
less such amount by which the Variable Facility Commitment is reduced in
accordance with Article
5.

     

    “Variable Facility
Fee” means for any Variable Advance drawn from any portion of the
Variable Facility Commitment increased pursuant to Article 4 at any time
during the Term of this Agreement, the number of basis points per annum
determined at the time of such Variable Advance by Lender as the Variable
Facility Fee for such Variable Advance.

     

     “Variable Facility
Note” means the promissory notes (together with all schedules, riders,
allonges, addenda, renewals, extensions, amendments and modifications thereto),
which have been issued by Borrower to Lender to evidence Borrower’s obligation
to repay Variable Advances, and with respect to a Variable Structured ARM
Advance, the promissory note will be the same or substantially similar in form
to the promissory note issued by Borrower to Lender in connection with the
Variable Structured ARM Advance made on the Initial Closing Date and with
respect to a Variable DMBS Advance, the promissory note will be in the then
current form of promissory note utilized by Fannie Mae for loans with a DMBS
execution.

     

    Amended
and Restated Master Credit Facility Agreement

    Definitions

    EDR
Credit Facility (2009 Additions)

    
      
         


      

      
        Appendix
I-27

        
          

        

      

      
         


      

    

     

    “Variable Facility
Termination Date” means the earlier of (i) the date specified in a
Facility Termination Request, delivered by Borrower pursuant to Section 5.02 of
this Agreement for a Complete Variable Facility Termination or (ii) December 31,
2023.

     

    “Variable Structured ARM
Advance” means a loan made by Lender to Borrower under the Variable
Facility Commitment which is a cash execution.

     

    “Wind Down Notice”
shall have the meaning set forth in Section
6.01(a).

     

    
      Amended
and Restated Master Credit Facility Agreement

      Definitions

      EDR
Credit Facility (2009 Additions)

    

    
      
         


      

      
        Appendix
I-28