CREDIT AGREEMENT

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THIS CREDIT AGREEMENT (" Agreement ") is dated as of November 17, 2008 and is made by and between ESSEX CAL-WA, L.P., a California limited partnership, having an address at 925 East Meadow Drive, Palo Alto, CA 94303 (" Borrower ") and NORTHMARQ CAPITAL, INC., a Minnesota corporation, having an address at 3500 American Boulevard West, Suite 500, Bloomington, MN 55431-4435.

WHEREAS, Borrower desires to obtain a revolving credit facility from Lender in an amount up to, but not exceeding ONE HUNDRED FIFTY MILLION and NO/100 Dollars ($150,000,000.00, subject to increase to an amount not to exceed TWO HUNDRED FIFTY MILLION and NO/100 Dollars ($250,000,000.00) as provided herein;

WHEREAS, Borrower has offered to grant Lender a security interest in certain real property and other assets owned by Borrower as security for Borrower's repayment of such revolving loan; and

WHEREAS, Lender is willing to make the above described loan to Borrower secured by an interest in such real property and other assets owned by Borrower.

NOW, THEREFORE, the parties hereto, in consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, covenant and agree as follows:

In addition to words and terms defined elsewhere in this Agreement, the following words and terms shall have the following meanings, respectively, unless the context hereof clearly requires otherwise:

" Addition Fee " shall have the meaning set forth in Section 2.9.3 .

" Affiliate " or " Affiliates " shall mean (x) as to Borrower, any Essex Affiliate (as defined in the Security Instrument) and (y) as to any Person (other than Borrower), any other Person (i) which directly or indirectly controls, is controlled by, or is under common control with such Person, (ii) which beneficially owns or holds five percent (5%) or more of any class of the voting or other equity interests of such Person, or (iii) five percent (5%) or more of any class of voting interests or other equity interests of which is beneficially owned or held, directly or indirectly, by such Person. Control, as used in this definition, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise, including the power to elect a majority of the directors or trustees of a corporation or trust, as the case may be.

"Agreement" shall mean this Credit Agreement, as the same may be supplemented or amended from time to time, including all schedules attached hereto.

" Authorized Officer " shall mean those individuals, designated by written Notice to Lender from Borrower, authorized to execute Notices, reports and other documents on behalf of Borrower required hereunder; provided , further , that the individuals so designated as the Authorized Officers of Borrower shall be the sole representatives of Borrower for the purpose of giving or receiving any Notices permitted or required by this Agreement. Borrower may amend such list of individuals from time to time by giving written Notice of such amendment to Lender.

"Base Rate" shall mean the Reference Bills® Rate plus the applicable Margin (or the LIBO Rate, but only as provided for in Sections 3.4.1   and 3.4.2 of this Agreement, plus the applicable Margin). Interest accruing at the Base Rate shall be calculated monthly in the manner provided in this Agreement based on the aggregate principal balance of the Base Rate Borrowing Tranches outstanding during the applicable Month, and such interest shall be paid in arrears, as provided herein. The Reference Bills® Rate (or the LIBO Rate, but only as provided for in Sections 3.4.1   and 3.4.2   of this Agreement), with respect to each Base Rate Borrowing Tranche shall remain fixed throughout the applicable Interest Period and shall then be recalculated as of each renewal of such Base Rate Borrowing Tranche in accordance with Section 3.2.1 . The Margin with respect to each Base Rate Borrowing Tranche shall be determined and redetermined from time to time in accordance with Section 3.2.1 .

"Base Rat e Borrowing Tranche " shall mean any Borrowing Tranche which accrues interest at the Base Rate.

"Benefit A rrangement " shall mean at any time an "employee benefit plan," within the meaning of Section 3(3) of ERISA, including without limitation a Pension Plan or a Multiemployer Plan and which is maintained, sponsored or otherwise contributed to by any member of the ERISA Group.

" Borrower " shall mean the entity(ies) defined as Borrower in the Recitals together with any Proposed Borrower that joins in this Agreement pursuant to the terms and conditions of Section 2.9.2.2 .

" Borrower's knowledge " shall mean the knowledge of any officer or employee of Borrower and/or any Affiliate, including, but not limited to, any Affiliate which manages or operates any of the Collateral Pool Properties.

"Borrowing Date" shall mean, with respect to any Borrowing Tranche, the date of borrowing or renewal, as the case may be, which shall be a Business Day or, in the case of a renewal which would otherwise fall on a day other than a Business Day, the first Business Day thereafter.

"Borrowin g Tranche " shall mean each advance at the Base Rate hereunder having a particular Interest Period outstanding at any one time, and all advances at the Prime Rate and each advance at a Fixed Rate pursuant to a Fixed Rate Note. Two (2) or more Borrowing Tranches accruing interest at a Base Rate may be combined to form a single Borrowing Tranche with the same Interest Period (a) without Prepayment Fee or other penalty or fee in the event such two (2) or more Borrowing Tranches mature and are renewed at the same time with the same Interest Period or (b) in the event two (2) or more Borrowing Tranches mature at different times, with the applicable Prepayment Fee if one (1) or more Borrowing Tranches are advanced or prepaid and at the request of the Borrower then combined with one (1) or more other Borrowing Tranches with the same Interest Period. For all purposes hereunder, all Prime Rate fundings required hereunder shall be aggregated and deemed a single Borrowing Tranche.

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" Business Day " shall mean any day other than (i) a Saturday or Sunday or a legal holiday on which either Lender or Servicer is closed for business, and (ii) in connection with any Loan Request or Renewal Request for a Base Rate Borrowing Tranche which will accrue interest in part based on the LIBO Rate, any day in which business is not carried on in the London interbank market.

" Closing Date " shall mean the first date on which both of the following requirements are met: (i) this Agreement has been fully executed and (ii) all conditions to closing set forth in Section 5.1   hereof shall have been satisfied. The closing shall take place on the Closing Date at such time and place as the parties agree. Lender shall notify Borrower promptly after the Closing Date in writing setting forth the Closing Date.

" Collateral " shall mean the Collateral Pool Properties, and all other property of Borrower on which first priority liens and security interests have been granted for the benefit of Lender to secure the Loan and all other obligations of Borrower under the Collateral Pool Property Documents.

" Collateral Agreements " shall mean (i) any agreements between Borrower and Lender for the purpose of establishing replacement reserves for the Collateral Pool Properties or a particular Collateral Pool Property, including (a) agreements establishing a fund to assure the completion of repairs or improvements specified in any such agreement, or (b) agreements assuring a reduction of the outstanding principal balance of the Loan if the occupancy income from a Collateral Pool Property does not increase to a level specified in such agreement, and (ii) any other agreement or agreements between Borrower and Lender which provide for the establishment of any other fund, reserve or account, all of the foregoing to be imposed only pursuant to an express written agreement between Borrower and Lender entered into (a) at the Closing Date, or (b) with respect to real estate properties added to the Collateral Pool pursuant to Section 2.9 , at or prior to such addition.

" Collateral Pool ", " Collateral Pool Property " and " Collateral Pool Properties " shall mean the multi-family real property or properties, as the case may be, as set forth in Schedule 1.1(A) . together with any multi-family real properties which have been added to the Collateral Pool and less any real properties which have been released from the Collateral Pool hereunder. Schedule 1.1(A)   shall be deemed amended each time a Collateral Pool Property is added to the Collateral Pool or released from the Collateral Pool.

" Collateral Pool Property Documents " shall mean the Lender's then current versions of the Security Instruments, assignments of leases and rents, guaranties, indemnities, Collateral Agreements, O&M Programs, and any other documents now or in the future executed (or, in the case of a UCC financing statement, authorized) by Borrower, any guarantor or any other person or entity in connection with the Loan or the Collateral, as such documents may be amended from time to time. The Collateral Pool Property Documents shall include, but not be limited to, those documents set forth in Schedule 1.1(B) .

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" Commitment " shall mean ONE HUNDRED AND FIFTY MILLION and NO/100 Dollars ($150,000,000.00) as of the Closing Date, subject to increase as provided in Section 2.1(b)   hereof.

" Commitment Letter " shall mean a commitment letter issued by Lender in connection with locking a Fixed Rate for a Fixed Rate Borrowing Tranche pursuant to Section 2.5.2   hereof, which commitment letter shall be substantially in the form of Schedule 2.5.2   hereto.

" Deemed Minimum Loan Amount " shall mean an amount equal to twenty-five percent (25%) of the Commitment.

" Dollar ", " U.S. Dollars " and the symbol $ shall mean lawful money of the United States of America.

" ERISA " shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended or supplemented from time to time, and any successor statute of similar import, and the rules and regulations thereunder, as from time to time in effect.

" ERISA Group " shall mean, at any time, Borrower and all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control and all other entities which, together with Borrower, are treated as a single employer under Section 414 of the Internal Revenue Code.

" Event of Default " shall mean any of the events described in Section 8.1   or otherwise referred to herein as an "Event of Default".

" Expiration Date " shall mean the earlier to occur of (i) the Maturity Date, or (ii) the date specified by Borrower as the Expiration Date under Section 2.13.2.

" Facility Debt Service " shall mean, for the purposes of this Agreement, the sum of (i) the interest due on the Note, including any default interest (with respect to the Revolving Credit Note, subject to a floor of two percent (2.0%), for the Reference Bills® Rate or any other index then being used by Lender to determine the interest rate of the Revolving Credit Note pursuant to this Agreement) and (ii) with respect to the Revolving Credit Note, an amount equal to one hundred basis points (0.01) of the then outstanding amount of such Revolving Credit Note, but exclusive of any voluntary or mandatory principal prepayments allowed or required hereunder. Facility Debt Service shall be annualized at the time of Lender's determination based on the interest rates then accruing under all outstanding Borrowing Tranches, notwithstanding the duration of any Interest Period or the maturity date of any Fixed Rate Note. Facility Debt Service shall be recalculated (a) as of each Loan Request, (b) as of each Renewal Request, or deemed renewal under Section 3.3.3 , (c) on or about September 1st of each calendar year during the term of this Agreement, commencing on or about September 1, 2009, (d) as of each addition, substitution or deletion of a property to or from the Collateral Pool, (e) as of each repayment of any principal portion of the Loan, (f) as of the exercise of the First Extension Option or the Second Extension Option, as applicable, (g) as of the Expansion Option Date and (h) upon the occurrence of any Material Adverse Change.

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" Facility Debt Service Coverage Ratio " shall mean, at the time of Lender's determination, the then prevailing computation of Net Operating Income of the Collateral Pool Properties divided by the then prevailing computation of Facility Debt Service.

" Fixed Rate " shall mean, with respect to any Fixed Rate Borrowing Tranche, the sum of (i) the US Treasury Security index (as published in The Wall Street Journal or other available publications, as determined by Lender) plus (ii) the applicable Margin.

" Fixed Rate Borrowing Tranche " shall mean any Borrowing Tranche evidenced by a Fixed Rate Note. For all purposes hereunder, each Fixed Rate Note shall evidence a single Fixed Rate Borrowing Tranche and each Fixed Rate Borrowing Tranche shall accrue interest at the Fixed Rate set forth in the Fixed Rate Note evidencing such Borrowing Tranche. If Borrower exercises the First Extension Option or the Second Extension Option, as applicable, in accordance with Section 2.2   hereof, (i) the Fixed Rate that will be applicable for any Fixed Rate Borrowing Tranche existing on the applicable Scheduled Maturity Date during such applicable extension period will be redetermined by Lender based on the then current market level determined in its sole discretion and communicated to Borrower (provided , that Lender will communicate an indicative (but not final) Fixed Rate for such extension period to Borrower at least forty-five (45) days prior to the applicable Scheduled Maturity Date) and (ii) the Margin that will be used to determine the Fixed Rate applicable for any Fixed Rate Borrowing Tranche advanced during such applicable extension period shall be determined by Lender based on the then current market level determined in its sole discretion and communicated to Borrower in accordance with Section 2.5.2 . Notwithstanding the foregoing, if Borrower exercises the First Extension Option or the Second Extension Option, as applicable, in accordance with Section 2.2 hereof, Borrower may elect at any time during such extension period to convert any Fixed Rate Borrowing Tranche existing on the applicable Scheduled Maturity Date to a Base Rate Borrowing Tranche, and the Net Spread applicable for any such Base Rate Borrowing Tranche(s) during such extension period shall be determined by Lender in accordance with Section 2.4.6.2 .

" Fixed Rate Note " shall mean collectively (or individually, as and when the context shall require) any Freddie Mac Multifamily Note evidencing indebtedness accruing interest at the fixed interest rate set forth in such Multifamily Note as calculated pursuant to such Multifamily Note, together with all amendments, extensions, renewals, replacements, refinancings, refundings or replacements of any such Multifamily Note, in whole or in part. The form of each Fixed Rate Note shall be substantially similar to the form attached hereto as Schedule 1.1(C) .

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" Freddie Mac " shall mean the Federal Home Loan Mortgage Corporation.

" GAAP " shall mean generally accepted accounting principles as are in effect from time to time, subject to the provisions of Section 1.3 , and applied on a consistent basis both as to classification of items and amounts.

" Indebtedness " shall mean at any time and from time to time the principal amount of the Revolving Credit Note and/or any Fixed Rate Note then outstanding, interest thereon, and any other amounts due under the Revolving Credit Note and/or any Fixed Rate Note, this Agreement, the Security Instrument(s) or any other Loan Document, including, without limitation, prepayment premiums, Prepayment Fees, Unused Facility Fees, Minimum Usage Fees, other fees due hereunder or thereunder, late charges, default interest, and advances to protect the security of the Security Instrument under Section 12 of the Security Instrument.

" Initial Market Value " shall mean the Market Value of any Collateral Pool Property as of the date the same is included in the Collateral Pool pursuant to the provisions hereof. The Initial Market Value of the Collateral Pool Properties is shown at Schedule 1.1(A) .

" Internal Revenue Code " shall mean the Internal Revenue Code of 1986, as the same may be amended or supplemented from time to time, and any successor statute of similar import, and the rules and regulations thereunder, as from time to time in effect.

"Law" shall mean any applicable law (including common law), constitution, statute, treaty, regulation, rule, ordinance, opinion, release, ruling, order, injunction, writ, decree or award of any Official Body.

" Lender " shall mean at any time and from time to time, the entity that is the holder of the Revolving Credit Note and any Fixed Rate Note, provided that Lender may in its sole discretion designate Servicer to perform some or all of Lender's obligations under this Agreement, the Revolving Credit Note, any Fixed Rate Note and the other Loan Documents. NorthMarq, the initial Lender, intends to sell the Revolving Credit Note and any Fixed Rate Note to Freddie Mac and assign all of its interests in this Agreement and the other Loan Documents to Freddie Mac subsequent to the Closing Date, provided the Collateral Pool Properties serve as Collateral for the Loan as of the date of said assignment.

" LIBO Rate " shall mean, with respect to any Base Rate Borrowing Tranche, the rate of interest, rounded to the nearest basis point (i.e., one-hundredth of one percent (.0001)), displayed as of 11:00 a.m. London time on the second Business Day preceding the first day of the applicable Interest Period on the Bloomberg, L.P., page "BBAM", as the British Bankers Association ("BBA") LIBO Rate (such page, or such other page as may replace page BBAM on that service, or at the option of Lender (i) the applicable page on another credible and generally recognized service which electronically transmits or displays BBA LIBO Rates for the applicable Interest Period or (ii) any publication of LIBO Rates available from BBA for the applicable Interest Period, is referred to as the " Designated Bloomberg Page ") for purposes of calculating effective rates of interest for loans or obligations for an amount comparable to such Borrowing Tranche and having a term equal to the Interest Period. If the Designated Bloomberg Page is not available, but such information is generally still published, the LIBO Rate for such Interest Period will be the BBA LIBO Rate most recently published for such Interest Period.

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" Lien " shall mean any Security Instrument, pledge, lien, security interest, charge or other encumbrance or security arrangement of any nature whatsoever, whether voluntarily or involuntarily given, including any conditional sale or title retention arrangement, and any assignment, deposit arrangement or lease intended as, or having the effect of, security and any filed financing statement or other notice of any of the foregoing (whether or not a lien or other encumbrance is created or exists at the time of the filing).

" Loan Document " or " Loan Documents " shall mean any or all of this Agreement, the Revolving Credit Note, the Fixed Rate Note(s), if any, the Collateral Pool Property Documents and any other instruments, certificates or documents delivered or contemplated to be delivered hereunder or thereunder or in connection herewith or therewith, as the same may be supplemented or amended from time to time in accordance herewith or therewith.

" Loan to Value Ratio " shall mean the product, expressed as a percentage, determined by dividing the Loan by the aggregate of the then current Market Values of the Collateral Pool Properties. The Loan to Value Ratio shall be recalculated based on Lender's then current underwriting policies consistently applied (a) as of each Loan Request, (b) as of each Renewal Request, or deemed renewal under Section 3.3.3 , (c) on or about September 1st of each calendar year during the term of this Agreement, commencing on or about September 1, 2009, (d) as of each addition, substitution or deletion of a property to or from the Collateral Pool, (e) as of each repayment of any principal portion of the Loan, (f) as of the exercise of the First Extension Option or the Second Extension Option, as applicable, (g) as of the Expansion Option Date and (h) upon the occurrence of any Material Adverse Change.

" Loan Request" shall have the meaning given to such term in Section 2.5 .

" Margin " shall mean (i) with respect to a Base Rate Borrowing Tranche, the sum of the Net Spread and the Servicing Spread and (ii) with respect to a Fixed Rate Borrowing Tranche, the sum of the Required Net Yield and the Servicing Spread.

" Market Value " shall mean as to each individual Collateral Pool Property, the Initial Market Value of such property, as such Market Value may be subsequently increased or decreased in accordance with the terms and conditions of this Agreement; provided, that, with respect to Collateral Pool Properties acquired by Borrower (or an Affiliate) within twelve months prior to such property being added to the Collateral Pool, the Initial Market Value shall not exceed the sum of (i) the purchase price paid by Borrower (or an Affiliate) for such Collateral Pool Property, (ii) the acquisition costs (not to exceed three percent (3%) of the purchase price paid by Borrower (or an Affiliate) paid by Borrower (or an Affiliate) in connection with the purchase of such Collateral Pool Property and (iii) any escrows held by or on behalf of Lender on account of capital expenditures (i.e. replacement reserves or repair escrows) for such Collateral Pool Property.

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" Material Adverse Change " shall mean any set of circumstances or events which, in Lender's reasonable discretion would have or is then reasonably expected to have a material adverse effect on (i) the validity or enforceability of this Agreement or the other Loan Documents taken as a whole, (ii) the ability of Borrower to duly and punctually pay or perform its Obligations, (iii) the ability of Lender to enforce its legal remedies pursuant to this Agreement or the other Loan Documents taken as a whole, including, without limitation, by realizing upon any Collateral or any guaranty, (iv) the business prospects or financial condition of Borrower or any guarantor, (v) the financial performance or Market Value of any Collateral Pool Property, or (vi) the compliance of any Collateral Pool Property with any Law dealing with the use, ownership or operating of a Collateral Pool Property, the noncompliance with which could reasonably be expected to have a material adverse effect on the financial performance or Market Value of any Collateral Pool Property.

" Maturity Date " shall mean, the earlier of (i) the Scheduled Maturity Date and (ii) the date on which the unpaid principal balance of the Revolving Credit Note and/or any Fixed Rate Note becomes due and payable by acceleration or otherwise pursuant to this Agreement or any Loan Document or the exercise by Lender of any right or remedy under this Agreement or any Loan Document.

" Maximum Facility Available " shall mean, at the time of determination, the maximum amount which Borrower may borrow under this Agreement without violating the Sublimits set forth in Section 2.5.3 .

" Mortgage Review Fee " shall mean a non-refundable fee in the amount of FIVE THOUSAND and NO/100 Dollars ($5,000.00) per real property.

" Multiemployer Plan " shall mean any employee benefit plan which is a "multiemployer plan" within the meaning of Section 4001(a)(3) of ERISA and to which Borrower or any member of the ERISA Group is then making or accruing an obligation to make contributions or, within the preceding five (5) Pension Plan years, has made or. had an obligation to make such contributions.

" Net Operating Income " shall mean an annualized dollar amount, as determined by Lender in its sole but reasonable discretion in accordance with Lender's then applicable underwriting standards, which is equal to all income from the operations of the Collateral Pool Properties that is available for repayment of debt and return of equity after deducting for economic vacancy and all expenses (exclusive of debt service on account of the Loan). Net Operating Income shall be calculated by Lender for each individual Collateral Pool Property as of the Closing Date and thereafter on or about September 1st, commencing on or about September 1, 2009, of each calendar year during the term of this Agreement, in accordance with Lender's then current methodology, consistently applied, excluding from such calculation expenses from depreciation, amortization, interest expenses, non-recurring items and capital expenses, but including in such calculation an assumed capital expense reserve in an amount consistent with Lender's then current requirements for such capital reserves. In addition, upon the addition, substitution or release of any real property in the Collateral Pool pursuant to the provisions hereof, Lender shall redetermine Net Operating Income for the Collateral Pool in the following manner: (i) in the event of an addition of a real property to the Collateral Pool, Lender shall add the Net Operating Income of the real property added to the Collateral Pool to the most recent determination of Net Operating Income for the existing Collateral Pool; (ii) in the event of a release of a real property from the Collateral Pool, Lender shall subtract the Net Operating Income of the real property released from the Collateral Pool from the most recent determination of Net Operating Income for the Collateral Pool; of (iii) in the event of a substitution of a real property in the Collateral Pool, Lender shall (x) add the Net Operating Income of the real property added to in the Collateral Pool to the most recent determination of Net Operating Income for the existing Collateral Pool and (y) subtract the Net Operating Income of the real property released from the Collateral Pool from the most recent determination of Net Operating Income for the Collateral Pool.

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" Net Spread " shall have the meaning set forth in Section 2.4.6.2   with respect to any Base Rate Borrowing Tranche hereunder.

" Note " shall mean the Revolving Credit Note and the Fixed Rate Note(s), if any, individually or collectively, as the context may require.

" O&M Programs " shall mean a written program of operations and maintenance for a Collateral Pool Property approved in writing by Lender.

" Obligation " shall mean any obligation or liability of Borrower to Lender, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due, under or in connection with this Agreement, the Revolving Credit Note, any Fixed Rate Note or any other Loan Document, excluding any Permanent Loan or any other liability of Borrower to Lender not created under this Agreement, the Revolving Credit Note, any Fixed Rate Note or the other Loan Documents.

" Official Body " shall mean any national, federal, state, local or other government or political subdivision or any agency, authority, bureau, commission, department or instrumentality of either, or any court, tribunal, grand jury or arbitrator, in each case whether foreign or domestic.

" PBGC " shall mean the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA or any successor.

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" Pension Plan " shall mean at any time an employee pension benefit plan which is covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Internal Revenue Code and either (i) is maintained by any member of the ERISA Group for employees of any member of the ERISA Group or (ii) has at any time within the preceding five (5) years been maintained by any entity which was at such time a member of the ERISA Group for employees of any entity which was at such time a member of the ERISA Group.

" Permanent Loan Collateral " shall have the meaning assigned to that term in Section 2.15.1 .

" Permitted Exceptions " shall mean:

(a)           Liens for taxes, assessments, or similar charges, incurred in the ordinary course of business and which are not yet due and payable;

(b)           Liens of mechanics, materialmen, warehousemen, carriers, or other like Liens, securing obligations incurred in the ordinary course of business that are not yet due and payable;

(c)           Encumbrances consisting of zoning restrictions, easements or other restrictions on the use of a real property, none of which (i) materially impairs the use of such property or the value thereof, (ii) is violated in any material respect by existing or proposed structures or land use, subject to "grandfathering" and other permitted non-conforming uses as permitted by Lender during underwriting, or (iii) impairs Borrower's ability to rebuild, repair or restore any improvements located on a Collateral Pool Property following a casualty unless the same has been disclosed to Lender in writing and is subject to law and ordinances coverage acceptable to Lender in its sole discretion;

(d)           Liens, security interests and mortgages in favor of Lender for the benefit of Lender;

(e)           Encumbrances listed as exceptions to Lender's title insurance policies for the Collateral Pool Properties;

(f)           Rights of tenants under residential leases and other retail and commercial leases permitted under the Loan Documents;

(h)           Liens or encumbrances otherwise agreed to by Lender in writing from time to time.

" Person " shall mean any individual, corporation, partnership, limited liability company, association, joint-stock company, trust, unincorporated organization, joint venture, government or political subdivision or agency thereof, or any other entity.

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" Potential Default " shall mean any event or condition which, with the passage of time, the giving of notice, or a determination by Lender, or any combination of the foregoing, would constitute an Event of Default.

" Prime Rate " shall mean the rate of interest per annum established on the first day of each Month during the term hereof and published in The Wall Street Journal as the prime rate, or any comparable publication reasonably selected by Lender in the event The Wall Street Journal no longer publishes the prime rate.

" Prime Rate Borrowing Tranche " shall mean all Prime Rate fundings in the aggregate which accrue interest at the Prime Rate. Notwithstanding anything to the contrary contained herein, no Prime Rate Borrowing Tranches will be permitted hereunder except as may be required pursuant to Sections 3.3.2   or 3.4.3 .

" Prohibited Transaction " shall mean any prohibited transaction as defined in Section 4975 of the Internal Revenue Code or Section 406 of ERISA for which neither an individual nor a class exemption has been issued by the United States Department of Labor.

" Proposed Borrower " shall mean a Single Asset Entity that is an Affiliate of Borrower and is the owner of one or more properties which have been proposed to be included in the Collateral Pool, pursuant to the terms hereof.

" Reference Bills " shall mean the unsecured general obligations of Freddie Mac designated by Freddie Mac as "Reference Bills® Securities" and issued by Freddie Mac at regularly scheduled auctions. In the event Freddie Mac shall at any time cease to designate any unsecured general obligations of Freddie Mac as "Reference Bills , Lender shall be permitted to exercise its rights under Section 3.4 .

" Reference Bills® Rate " shall mean, with respect to each Base Rate Borrowing Tranche, the "Money Market Yield" (or any equivalent terms designated by Lender) applicable to the Reference Bills® (i) having an original maturity most comparable to the term of the Interest Period for the applicable Borrowing Tranche and (ii) issued at the most recently conducted regularly scheduled auction preceding the commencement of the Interest Period for such Borrowing Tranche, as the same is displayed (a) on the Reference Bill Index Page (i.e., the Freddie Mac debt securities web page accessed via the Freddie Mac website at www.freddiemac.com ), or (b) at the option of Lender, in any publication of Reference Bills® auction results designated by Freddie Mac. Notwithstanding any of the foregoing to the contrary, in the event Freddie Mac has not conducted a Reference Bills® auction within the sixty (60) calendar day period prior to the first day of the Interest Period for any Base Rate Borrowing Tranche requested under Sections 2.5   or 3^3 hereof, the Reference Bills® Rate shall be deemed to be unascertainable and Lender shall be permitted to exercise its rights under Section 3.4 .

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" Reportable Event " shall mean a reportable event described in Section 4043 of ERISA and regulations thereunder with respect to a Pension Plan or Multiemployer Plan.

" Required Net Yield " shall mean the required net yield used to calculate the Margin applicable to any Fixed Rate Borrowing Tranche advanced on or after the Closing Date, as determined by Lender in its sole discretion in accordance with Section 2.5.2 .

" Revolving Credit Note " shall mean the Multifamily Note of Borrower, in the face amount of the Commitment, which evidences the Loan, together with all amendments, extensions, renewals, replacements, refinancings or refundings thereof in whole or in part.

" Revolving Credit Note Re-Pricing Termination Option " shall have the meaning given to such term in Section 2.13.2 .

" Scheduled Maturity Date " shall mean December 1, 2013, unless otherwise extended pursuant to Section 2.2(b)   and Section 2.2(c)   hereof.

" Security Instrument " shall mean any mortgage, deed of trust, or deed to secure debt secured by any of the Collateral Pool Property(ies).

" Seismic Report Fee " shall mean a non-refundable fee equal to Lender's reasonable out-of-pocket costs and expenses incurred in obtaining a seismic report with respect to any real property for which Lender, in its discretion, deems such report necessary.

" Servicer " shall mean NorthMarq , or any subsequent independent contractor appointed by Lender, at Lender's sole cost and expense, to administer the Loan and the Loan Documents or otherwise perform certain functions in connection therewith under the terms of a Servicing Agreement. Pursuant to the terms of any Servicing Agreement, Lender may designate Servicer to perform some or all of Lender's obligations under this Agreement, the Revolving Credit Note, any Fixed Rate Note and the other Loan Documents.

" Servicing Agreement " shall mean any agreement between Lender and an independent contractor pursuant to which Lender appoints said independent contractor as Servicer under this Agreement, the Revolving Credit Note, any Fixed Rate Note and the other Loan Documents.

" Single Asset Entity " shall mean an entity which conforms to the requirements of Section 33 of the Security Instrument.  Notwithstanding the foregoing, a Single Asset Entity may own one or more of the Collateral Pool Properties so long as each Collateral Pool Property is subject to the Liens created pursuant to the Loan Documents.

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" Solvent " shall mean, with respect to any Person on a particular date, that on such date (i) the fair value of the assets of such Person is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such Person, (ii) the present fair saleable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (iii) such Person is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and other commitments as they mature in the normal course of business, (iv) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person's ability to pay as such debts and liabilities mature, and (v) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person's property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which such Person is engaged. In computing the amount of contingent liabilities at any time, it is intended that such liabilities will be computed at the amount which, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability of such Person after giving effect to any rights of contribution, subrogation or indemnification of such Person.

" Streamlined Refinancing Program " shall mean Lender's then current program for refinancing a performing loan in its loan portfolio.

" Treasury Rate " shall mean the yield rate as of the date which is five (5) Business Days prior to the Expiration Date, on a U.S. Treasury Security with a term of five (5) years and a maturity date most nearly approximating the Maturity Date, as reported in The Wall Street Journal, expressed as a decimal calculated to five (5) digits. In the event no yield is published on the applicable date for such Treasury Security, Lender, in its reasonable discretion, shall select the non-callable U.S. Treasury Security maturing in the same year as the Maturity Date with the lowest yield published in The Wall Street Journal as of the applicable date. If the publication of such yield rate in The Wall Street Journal is discontinued for any reason, Lender shall, in its reasonable discretion, select a security with a comparable rate and term to a U.S. Treasury Security with a term of five (5) years and a maturity date most nearly approximating the Maturity Date.

" Underwriting Materials " shall mean all materials required by Lender pursuant to Lender's then current loan underwriting requirements including, without limitation, a current appraisal acceptable to Lender for the proposed real property(ies).

" Uniform Commercial Code " shall have the meaning assigned to that term in Section 6.1.13 .

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" Window Period " shall mean, with respect to any Fixed Rate Note, the three (3) consecutive calendar month period prior to the initial Scheduled Maturity Date.

Unless the context of this Agreement otherwise clearly requires, the following rules of construction shall apply to this Agreement and each of the other Loan Documents.

References to the plural include the singular, the plural, the part and the whole; "or" has the inclusive meaning represented by the phrase "and/or", and "including" has the meaning represented by the phrase "including without limitation";

References to "determination" of or by Lender shall be deemed to include good-faith estimates by Lender (in the case of quantitative determinations) and good-faith beliefs by Lender (in the case of qualitative determinations) and such determinations shall be conclusive absent manifest error;

Whenever Lender is granted the right herein to act in its sole discretion or to grant or withhold consent, such right shall be exercised in good faith, and whenever a reference is made to "Lender's then current requirements", "Lender's then current programs" or the like, such reference shall be deemed to mean such requirements, programs and the like as are then standard in the secondary multifamily mortgage industry, as such standards are generally reflected in the then current version of the Freddie Mac Multifamily Seller/Servicer Guide;

The words "hereof," "herein," "hereunder," "hereto" and similar terms in this Agreement or any other Loan Document refer to this Agreement or such other Loan Document as a whole and not to any particular provision of this Agreement or such other Loan Document;

The section and other headings contained in this Agreement or such other Loan Document and the Table of Contents preceding this Agreement or such other Loan Document are for reference purposes only and shall not control or affect the construction of this Agreement or such other Loan Document or the interpretation thereof in any respect;

Article, section, subsection, clause, and schedule references are to this Agreement unless otherwise specified, and schedules attached hereto are incorporated herein by this reference;

Reference to any Person includes such Person's successors and assigns (but only if such successors and assigns are permitted by this Agreement or such other Loan Document, as the case may be), and reference to a Person in a particular capacity excludes such Person in any other capacity;

Reference to any agreement (including this Agreement and any other Loan Document together with any schedules and exhibits hereto or thereto), document or instrument means such agreement, document or instrument as amended, modified, replaced, substituted for, superseded or restated;

Relative to the determination of any period of time, "from" means "from and including", "to" means "to but excluding", and "through" means "through and including"; and

In the event of any conflict between the terms and provisions of this Agreement and any other Loan Document, the terms and provisions of this Agreement shall prevail.

Except as otherwise provided in this Agreement, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate) and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP. In the event of any change after the date hereof in GAAP, and if such change would result in the inability to determine compliance with any financial covenants set form herein, then the parties hereto agree to endeavor, in good faith, to agree upon an amendment to this Agreement that would adjust such financial covenants in a manner that would not affect the substance thereof, but would allow compliance therewith to be determined in accordance with Borrower's financial statements at that time.

(a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, Lender agrees to advance funds to Borrower at any time or from time to time during the term hereof, provided that after giving effect to any particular advance the Loan amount outstanding at any one time shall not exceed the amount which would be permitted to be outstanding under the Sublimits. Within such limits of time and amount and subject to the other provisions of this Agreement, Borrower may borrow, repay and reborrow pursuant to this Section 2.1 . All advances under this Agreement, the Revolving Credit

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Note and any Fixed Rate Note constitute a single indebtedness, and all of the Collateral is security for the Revolving Credit Note, any and all Fixed Rate Notes then outstanding and for the performance of all of the Obligations.

(b)           Prior to the twenty-fourth month anniversary of the Closing Date, (the " Expansion Option Date ") Borrower shall have the one-time right to increase the Commitment as described below, up to a maximum aggregate amount of TWO HUNDRED FIFTY MILLION and NO/100 Dollars ($250,000,000.00); provided , that (x) Borrower shall be in compliance with the Sublimits, (y) Borrower shall be in good standing under its jurisdiction of formation and, if required by law in the applicable jurisdiction where a Collateral Pool Property is located, shall be qualified to do business and in good standing in each jurisdiction where the Collateral Pool Properties are located and (z) there are no Potential Defaults or Event of Default(s) that have occurred and are continuing. Borrower shall exercise such right by (i) delivering to Lender on or prior to the Expansion Option Date written Notice of its intent to increase the Commitment, which Notice shall be accompanied by a deposit for all reasonable costs and expenses that Lender and Servicer may incur in connection with documenting such increase, including, but not limited to, reasonable attorneys' fees and (ii) by executing and where appropriate acknowledging (a) amendments to this Agreement, the Revolving Credit Note and any of the other Loan Documents, in form and substance reasonably acceptable to Lender, as Lender deems necessary to evidence the increase in the Commitment, and (b) any other amendments or agreements deemed necessary by Lender, including, but not limited to, amendments to the title insurance policy(ies) increasing the amount of coverage provided thereunder. All amendments referred to in clause (ii)(a) of the preceding sentence shall be prepared by Lender's counsel and delivered to Borrower within a reasonable time of Borrower's Notice to Lender under clause (i) of the preceding sentence. Upon Borrower's compliance with all of the provisions of this Section 2.1(b) and upon Borrower's payment or reimbursement of all reasonable costs and expenses that Lender and Servicer incurred in connection with documenting the increase of the Commitment contemplated hereunder (including, but not limited to, reasonable attorneys' fees) that exceed any deposit delivered by Borrower above, the Commitment shall be increased to an aggregate amount of TWO HUNDRED FIFTY MILLION and NO/100 Dollars ($250,000,000.00). Borrower shall have the right at any time to request an increase in the Commitment; if such request occurs on or after the Expansion Option Date or is for amounts in excess of an aggregate amount of TWO HUNDRED FIFTY MILLION and NO/100 Dollars ($250,000,000.00), any such request shall be subject to Lender's approval in its sole discretion and subject to re-pricing and such other conditions as Lender shall require in its sole discretion.

(a)           The term of the Loan shall commence on the Closing Date and shall terminate on the Expiration Date unless otherwise terminated earlier pursuant to the provisions hereof. The entire Indebtedness shall be due and payable on the Scheduled Maturity Date without prepayment penalty or fee (other than accrued and unpaid Minimum Usage Fees or Unused Facility Fees due hereunder).

(b)           Provided the following conditions are met and subject to Lender's approval, in its sole and reasonable discretion, Borrower shall have the option to extend the Scheduled Maturity Date for an additional period of one (1) year (the " First Extension Option "):

(i)       Borrower shall provide written Notice to Lender at least sixty (60) days, but no more than ninety (90) days, prior to the initial Scheduled Maturity Date, which Notice shall be supplemented by such additional information as Lender may reasonably require to determine, in its sole and reasonable discretion, whether the conditions set forth in this Section 2.2(b)   have been satisfied;

(ii)      Borrower shall pay all of Lender's and Servicer's costs and expenses (including, without limitation, reasonable attorneys' fees) incurred in connection therewith prior to the initial Scheduled Maturity Date;

(iii)     Borrower shall provide to Lender all documents in connection therewith as Lender shall require, in its sole and reasonable discretion (including, without limitation, any new or amended Notes);

(iv)     no Potential Default or Event of Default shall have occurred and be continuing under this Agreement or any of the Loan Documents; and

(c)           Provided the following conditions are met and subject to Lender's approval, in its sole and reasonable discretion, Borrower shall have the option to extend the Scheduled Maturity Date for an additional period of one (1) year (the " Second Extension Option "):

(i)       Borrower shall have exercised the First Extension Option pursuant to Section 2.2(b) ;

(ii)      Borrower shall provide written Notice to Lender at least sixty (60) days, but no more than ninety (90) days, prior to the Scheduled Maturity Date, which Notice shall be supplemented by such additional information as Lender may reasonably require to determine, in its sole and reasonable discretion, whether the conditions set forth in this Section 2.2(c)   have been satisfied;

(iii)     Borrower shall pay all of Lender's and Servicer's reasonable costs and expenses (including, without limitation, reasonable attorneys' fees) incurred in connection therewith prior to the then Scheduled Maturity Date;

(iv)     Borrower shall provide to Lender all documents in connection therewith as Lender shall require, in its sole and reasonable discretion (including, without limitation, any new or amended Notes);

(v)      no Potential Default or Event of Default shall have occurred and be continuing under this Agreement or any of the Loan Documents; and

(d)           Provided that if the First Extension Option is exercised pursuant to Section 2.2(b) hereof, the Scheduled Maturity Date shall be December 1, 2014, and (i) the Net Spread applicable for any Base Rate Borrowing Tranche shall be redetermined by Lender in its sole discretion in accordance with Section 2.4.6.2   hereof and (ii) the Fixed Rate applicable for any Fixed Rate Borrowing Tranche shall be redetermined by Lender in its sole discretion in accordance with Section 2.4.6.1 . Notwithstanding the foregoing, if Borrower exercises the First Extension Option, Borrower may elect at any time during such extension period to convert any Fixed Rate Borrowing Tranche existing on the initial Scheduled Maturity Date to a Base Rate Borrowing Tranche, and the Net Spread applicable for any such Base Rate Borrowing Tranche(s) during such extension period shall be determined by Lender in accordance with Section 2.4.6.2 below. Lender and Borrower shall evidence the new Scheduled Maturity Date and applicable Net Spread pursuant to this Section 2.2(d)   by executing a Scheduled Maturity Date extension confirmation substantially in the form attached hereto as Schedule 2.2 .

(e)           Provided that if the Second Extension Option is exercised pursuant to Section 2.2(c)   hereof, the Scheduled Maturity Date shall be December 1, 2015, and (i) the Net Spread applicable for any Base Rate Borrowing Tranche shall be redetermined by Lender in its sole discretion in accordance with Section 2.4.6.2   hereof and (ii) the Fixed Rate applicable for any Fixed Rate Borrowing Tranche shall be redetermined by Lender in its sole discretion in accordance with Section 2.4.6.1 . Notwithstanding the foregoing, if Borrower exercises the Second Extension Option, Borrower may elect at any time during such extension period to convert any Fixed Rate Borrowing Tranche existing on the Scheduled Maturity Date, as extended pursuant to Section 2.2(d)   hereof, to a Base Rate Borrowing Tranche, and the Net Spread applicable for any such Base Rate Borrowing Tranche(s) during such extension period shall be determined by Lender in accordance with Section 2.4.6.2   below. Lender and Borrower shall evidence tihie new Scheduled Maturity Date and applicable Net Spread pursuant to this Section 2.2(e)   by executing a Scheduled Maturity Date extension confirmation substantially in the form attached hereto as Schedule 2.2 .

(f)            If Borrower does not exercise the First Extension Option, the entire Indebtedness shall be payable on the initial Scheduled Maturity Date without the payment of a prepayment penalty or fee (other than accrued and unpaid Minimum Usage Fees or Unused Facility Fees due hereunder).

(g)           If the Borrower does not exercise the Second Extension Option, the entire Indebtedness shall be payable on the Scheduled Maturity Date, as extended pursuant to Section 2.2(d)   hereof, without the payment of a prepayment penalty or fee (other than accrued and unpaid Minimum Usage Fees or Unused Facility Fees due hereunder).

Subject to the provisions of this Agreement, the aggregate amount of the Loan outstanding hereunder at any time shall never exceed the amount which would be permitted to be outstanding under the Sublimits. Lender shall have no obligation to make any additional advance hereunder on or after the Business Day immediately preceding the Maturity Date. While a Potential Default, Event of Default or Material Adverse Change exists, Lender may refuse to make any additional advances to Borrower.

Lender acknowledges that, in addition to Borrower's obligations under Section 5.1.6 , Borrower has paid to Lender, as consideration for Lender's costs in underwriting the transaction contemplated hereby, (x) a non-refundable transaction fee in the amount of TWO HUNDRED FIFTY THOUSAND and NO/100 Dollars ($250,000.00) and (y) a Mortgage Review Fee and a Seismic Report Fee, if and as applicable, for each property described at Schedule 1.1(A)   and proposed by Borrower to be included in the Collateral Pool on the Closing Date.

2.4.2.1. Transaction Costs . Borrower shall pay on the Closing Date (simultaneously with the closing of the Loan), as further consideration for Lender's cost in underwriting the commitment, all reasonable out-of-pocket costs, expenses and disbursements (including fees and expenses of counsel for Lender and Servicer), incurred by Lender and Servicer in connection with the negotiation and execution of this Agreement and other instruments and documents to be delivered hereunder.

Accruing from the Closing Date until the Maturity Date, Borrower shall pay to Lender, as consideration for Lender's commitment hereunder, a nonrefundable unused facility fee (the " Unused Facility Fee ") equal to fifteen basis points (0.0015) per annum (computed on the basis of a year of 360 days and actual days elapsed) on the average daily difference between the amount of (i) the Commitment (reduced by the outstanding principal amounts of all Fixed Rate Borrowing Tranches) and (ii) the greater of (a) the Deemed Minimum Loan Amount (reduced by the outstanding principal amounts of all Fixed Rate Borrowing Tranches) or (b) the outstanding principal amount of the Loan (reduced by the outstanding principal amounts of all Fixed Rate Borrowing Tranches). Except as otherwise provided in connection with Borrower's election to terminate this Agreement prior to the Maturity Date pursuant to Section 2.13.2 , in which instance a liquidated Unused Facility Fee shall be payable in accordance with the provisions of Section 2.13.2 , all Unused Facility Fees shall be payable monthly in arrears on each Payment Date and shall be set forth on the applicable Monthly Payment Statement. Unused Facility Fee payments which cover less than one (1) month shall be prorated based on the actual number of days elapsed. Any accrued but unpaid Unused Facility Fees shall also be due and payable on the Expiration Date.

The average annual outstanding borrowings under the Note (as reduced by the outstanding principal amounts of all Fixed Rate Borrowing Tranches) must equal or exceed the Deemed Minimum Loan Amount (as reduced by the outstanding principal amounts of all Fixed Rate Borrowing Tranches) in order for the Borrower to avoid paying any Minimum Usage Fee under this Section 2.4.4 . In the event the average annual outstanding borrowings under the Note (as reduced by the outstanding principal amounts of all Fixed Rate Borrowing Tranches) does not equal or exceed the Deemed Minimum Loan Amount (as reduced by the outstanding principal amounts of all Fixed Rate Borrowing Tranches), Borrower shall pay to Lender, as further consideration for Lender's commitment hereunder, a nonrefundable minimum usage fee (the " Minimum Usage Fee ") equal to the positive difference, if any, between (i) the product of (a) the Deemed Minimum Loan Amount (reduced by the outstanding principal amounts of all Fixed Rate Borrowing Tranches) times (b) the lowest applicable Net Spread and (ii) the total amount of interest attributable to the Net Spread collected during the calendar year. The Minimum Usage Fee shall accrue from the Closing Date to the Expiration Date, shall be computed for each calendar year, or part thereof, during the term of this Agreement and shall be payable, if at all, in arrears on the Payment Date scheduled for January of each year of the term hereof, provided that any Minimum Usage Fee due in the year in which the Expiration Date falls shall be due and payable on the Expiration Date. Upon Borrower's election to terminate the Loan and the parties' obligations under the Loan Documents pursuant to the terms of Section 2.13.2 , Borrower shall pay the liquidated Minimum Usage Fee computed in accordance with Section 2.13.4 . Minimum Usage Fee payments which cover a period of less than one (1) calendar year shall be prorated based on the actual number of days elapsed.

2.4.6.1.     Fixed Rate Borrowing Tranches . The Margin that will be used to determine the Fixed Rate applicable for any Fixed Rate Borrowing Tranche advanced on or after the Closing Date shall be determined by Lender based on the then current market level determined in its sole discretion and communicated to Borrower in accordance with Section 2.5.2 . If Borrower exercises the First Extension Option or the Second Extension Option, as applicable, in accordance with Section 2.2   hereof, (i) the Fixed Rate that will be applicable for any Fixed Rate Borrowing Tranche existing on the applicable Scheduled Maturity Date during such applicable extension period will be redetermined by Lender based on the then current market level determined in its sole discretion and communicated to Borrower ( provided , that Lender will communicate an indicative (but not final) Fixed Rate for such extension period to Borrower at least forty-five (45) days prior to the applicable Scheduled Maturity Date) and (ii) the Margin that will be used to determine the Fixed Rate applicable for any Fixed Rate Borrowing Tranche advanced during such applicable extension period shall be determined by Lender based on the then current market level determined in its sole discretion and communicated to Borrower in accordance with Section 2.5.2 . Notwithstanding the foregoing, if Borrower exercises the First Extension Option or the Second Extension Option, as applicable, in accordance with Section 2.2   hereof, Borrower may elect at any time during such extension period to convert any Fixed Rate Borrowing Tranche existing on the applicable Scheduled Maturity Date to a Base Rate Borrowing Tranche, and the Net Spread applicable for any such Base Rate Borrowing Tranche(s) during such extension period shall be determined by Lender in accordance with Section 2.4.6.2   below.

2.4.6.2.     Base Rate Borrowing Tranches . The net spread (the " Net Spread ") applicable for any Base Rate Borrowing Tranche on or before the third anniversary of the Closing Date shall be as set forth in Schedule 3.2 . On and after the third anniversary of the Closing Date, the Net Spread applicable for any Base Rate Borrowing Tranche shall be redetermined by Lender in its sole discretion and communicated to Borrower in writing at least thirty-five (35) days prior to the third anniversary of the Closing Date ( provided , that Lender will communicate indicative (but not final) Net Spreads at least forty-five (45) days prior to the third anniversary of the Closing Date). Lender and Borrower shall evidence the new applicable Net Spread pursuant to this Section 2.4.6.2   by executing a Net Spread confirmation substantially in the form attached hereto as Schedule 2.4.6.2   (provided, that Borrower's failure to deliver thirty (30) days advance written Notice of its election to exercise the Revolving Credit Note Re-pricing Termination Option pursuant to Section 2.13.2   shall be deemed to be Borrower's acceptance of the new applicable Net Spread pursuant to this Section 2.4.6.2) . With respect to (i) the First Extension Option, the Net Spread applicable for any Base Rate Borrowing Tranche during such extension period shall be determined by Lender in its sole discretion and communicated to Borrower (provided , that Lender will communicate indicative (but not final) Net Spreads for such extension period to Borrower at least forty-five (45) days prior to the initial Scheduled Maturity Date) and (ii) the Second Extension Option, the Net Spread applicable for any Base Rate Borrowing Tranche during such extension period then current shall be determined by Lender in its sole discretion and communicated to Borrower ( provided , that Lender will communicate indicative (but not final) Net Spreads for such extension period to Borrower at least forty-five (45) days prior to the Scheduled Maturity Date as extended pursuant to Section 2.2(d)) . Lender and Borrower shall evidence the new applicable Net Spread pursuant to this Section 2.4.6.2 , by executing a Scheduled Maturity Date extension confirmation substantially in the form attached hereto as Schedule 2.2 .

2.5.            Loan Requests .

2.5.1.        Except as otherwise provided herein, Borrower may from time to time prior to the Maturity Date request Lender to make an advance, consistent with the Sublimits, by delivering Notice to Servicer (a " Loan Request ") in the form attached hereto as Schedule 2.5 . Borrower may at any one time submit one (1) or more Loan Requests; each Loan Request shall specify the items set forth on Schedule 2.5 . including, but not limited to, (i) the proposed Borrowing Date (which Borrowing Date shall be in accordance with the requirements of Section 2.6) ; (ii) the amount of the proposed Borrowing Tranche, which shall not be less than TEN MILLION and NO/100 Dollars ($10,000,000.00). Notwithstanding anything to the contrary contained herein, no Prime Rate Borrowing Tranches will be permitted hereunder except as may be required pursuant to Sections 3.3.2 or 3.4.3 .

(a)            In the case of a Loan Request for a Base Rate Borrowing Tranche, Borrower shall deliver a Loan Request, fully completed, authorized and executed by Servicer and an Authorized Officer, indicating (a) the Interest Period for purposes of determining the Reference Bills Rate (or such alternative index as may be selected by Lender in accordance with the provisions of Section 3.4)   and (b) the Base Rate, including the Reference Bills® Rate (or such alternative index as may be selected by Lender in accordance with the provisions of Section 3.4)   and Margin that comprise such Base Rate.

(b)            In the case of a Loan Request for a Fixed Rate Borrowing Tranche, Borrower shall deliver a Loan Request indicating the maturity date (which shall be the initial Scheduled Maturity Date or, if Borrower has elected the First Extension Option or the Second Extension Option, as applicable, in accordance with Section 2.2   hereof, the applicable Scheduled Maturity Date during such applicable extension period) and term (which shall be the remaining term of the Loan to the initial Scheduled Maturity Date or, if Borrower has elected the First Extension Option or the Second Extension Option, as applicable, in accordance with Section 2.2 hereof, to the applicable Scheduled Maturity Date during such applicable extension period) of the requested Fixed Rate Borrowing Tranche. Borrower must deliver the Loan Request to Lender, subject to Lender's review and approval, at least three (3) full Business Days prior to the proposed Borrowing Date set forth in the Loan Request and must comply with Section 2.5.2 hereof (it being understood that Lender shall be under no obligation to fund such requested advances until all conditions set forth in this Agreement and the Loan Documents for such advances are satisfied).

(c)            Notwithstanding the foregoing, any Loan Request made contemporaneously with a request for the addition of a real property under Section 2.9   shall be subject to the time requirements set forth in Section 2.9 . Subject to the terms of Section 2.5.2 , Borrower may revoke any pending but unfunded Loan Request provided that Borrower reimburses Lender and Servicer for any reasonable costs and expenses (including reasonable attorneys' fees) incurred in connection with such Loan Request.

2.5.2.         Fixed Rate Borrowing Tranche Rate-Lock .

2.5.2.1.     Lender shall determine in its sole discretion the actual Margin that will be used to determine the Fixed Rate that will be applied to the requested Fixed Rate Borrowing Tranche. Lender shall communicate its Margin determination to Servicer and Servicer will communicate the Margin to Borrower via telephone. If Borrower is satisfied with Lender's Margin determination, Borrower shall request that Lender deliver to Borrower a Commitment Letter setting forth the Margin and certain other applicable terms for such requested Fixed Rate Borrowing Tranche. Borrower shall execute the applicable Commitment Letter and send a fully completed copy thereof to Lender via facsimile before 4:00 p.m. Washington D.C. local time on the same date as Lender delivers the applicable Commitment Letter to Borrower (provided Lender has delivered the applicable Commitment Letter to Borrower by 3:00 p.m. Washington D.C. local time; if Lender delivers the applicable Commitment Letter after 3:00 p.m. Washington D.C. local time, then Borrower shall have until 4:00 p.m. Washington D.C. local time of the following Business Day to send a fully executed and completed copy thereof to Lender via facsimile). Borrower shall thereafter deliver a fully executed original of the applicable Commitment Letter to Lender within one (1) Business Day. If Borrower wishes to lock a Fixed Rate based on the indicated Margin referenced in the applicable Commitment Letter (" Rate Lock "), provided Borrower is in compliance with the Sublimits on the date of such Rate Lock, Borrower may, within five (5) Business Days of the date of the Commitment Letter, contact via telephone the Servicer between the hours of 10:00 a.m. and 2:00 p.m. Washington, D.C. local time. Lender shall confirm Rate Lock via telephone and shall deliver to Borrower an updated fully completed Exhibit A to the Commitment Letter evidencing the Fixed Rate applicable to the requested Fixed Rate Borrowing Tranche. Borrower shall deliver (i) completed and executed copies of the Loan Request, Fixed Rate Note and Exhibit A to the Commitment Letter, authorized and executed by Servicer (in the case of a Loan Request) and by an Authorized Officer, to Lender via facsimile before 4:00 p.m. Washington D.C. local time on the same date as Rate Lock (provided Rate Lock has occurred prior to 3:00 p.m. Washington D.C. local time; if Rate Lock occurs after 3:00 p.m. Washington D.C. local time, then Borrower shall have until 4:00 p.m. Washington D.C. local time of the following Business Day to send such executed copies to Lender via facsimile) and (ii) originals of the applicable Loan Request, Fixed Rate Note and Exhibit A to the Commitment Letter to Lender within two (2) Business Days of Rate Lock. In the event Borrower for any reason fails to Rate Lock within five (5) Business Days of the date of the applicable Commitment Letter, Lender shall have no further obligation to advance any funds at the Margin referenced in such Commitment Letter.

2.5.2.2.     Borrower acknowledges that Lender will incur certain costs in connection with a Rate Lock and, if after Rate Lock, Borrower (i) fails to deliver the relevant fully executed originals of the applicable Commitment Letter, Exhibit A to the Commitment Letter, Loan Request and Fixed Rate Note to Lender in accordance with Section 2.5.2.1   or (ii) otherwise revokes the pending but unfunded Loan Request (each, a " Rate Lock Termination Event "), Lender will suffer damages for taking a position in the financial markets in reliance on its expectation that Borrower would deliver the relevant fully executed originals of the applicable Commitment Letter, Exhibit A to the Commitment Letter, Loan Request and Fixed Rate Note to Lender in accordance with Section 2.5.2.1   and accept the advance of the requested Fixed Rate Borrowing Tranche. Borrower shall be obligated to promptly reimburse Lender for any breakage fee as calculated pursuant to Schedule 2.5.2 hereof (the " Breakage Fee ") if a Rate Lock Termination Event occurs after Rate Lock. Borrower's obligation to pay any Breakage Fee hereunder shall be secured by the Collateral Pool and the Collateral Pool Property Documents. In addition to any Breakage Fees due hereunder, Borrower shall also reimburse Servicer for any reasonable costs and expenses (including reasonable attorneys' fees) incurred in connection with any Rate Lock hereunder.

2.5.2.3.     Upon receipt of fully executed originals of the Commitment Letter, Exhibit A to the Commitment Letter, the Loan Request and the Fixed Rate Note and provided Borrower does not revoke the pending but unfunded Loan Request after Rate Lock, Lender shall, as soon as reasonably practicable after all other conditions to advance are satisfied under this Agreement and the Loan Documents, deliver the requested funds to Borrower pursuant to the applicable Loan Request; provided , that interest under any Fixed Rate Note shall not begin to accrue until Lender delivers such requested funds to Borrower.

2.5.3.         Sublimits .

Notwithstanding anything to the contrary set forth herein, Borrower may borrow hereunder only to the extent that after giving effect to such borrowing (collectively, the " Sublimits "):

2.5.3.1.     the Loan to Value Ratio shall not exceed the Maximum Loan to Value Ratio;

2.5.3.2.     the Facility Debt Service Coverage Ratio shall not be less than 1.60: 1.00;

2.5.3.3.     the number of Borrowing Tranches outstanding shall not exceed ten (10); and

2.5.3.4.     the Loan shall not exceed the Commitment.

Notwithstanding the foregoing, in the event either of the Sublimits set forth in Section 2.5.3.1   or Section 2.5.3.2   above are not satisfied at any time prior to the Expiration Date, Borrower shall be entitled to renew or consolidate (but not increase the outstanding principal amount of) such existing outstanding Borrowing Tranches with an Interest Period of one month, provided that, (i) as of the date of such renewal or consolidation (a) no Event of Default, Potential Default or Material Adverse Change, other than Borrower's failure to comply with Sections 2.5.3.1   or 2.5.3.2 , shall then exist, (b) Borrower's failure to comply with Sections 2.5.3.1   or 2.5.3.2   shall have been for a period of less than ninety (90) days, and (c) Borrower is otherwise in full compliance with all other terms and conditions of the Loan Documents and (ii) throughout the period of Borrower's non-compliance with Sections 2.5.3.1   or 2.5.3.2 , Borrower shall comply with the provisions of Section 4.5 . Borrower must assure compliance with Sections 2.5.3.1   or 2.5.3.2   pursuant to the provisions of Section 4.3 . Notwithstanding the foregoing, if Borrower is unable to cause compliance with the Sublimits within fifteen (15) Business Days following Lender's determination of Borrower's non-compliance with the Sublimits, then, for so long as Borrower fails to comply with the Sublimits, (i) the Net Spread applicable to all Base Rate Borrowing Tranches then outstanding (and thereafter renewed) shall automatically increase to one-hundred basis points (0.01) over the highest Net Spread shown on Schedule 3.2   (as such Net Spreads are adjusted by Lender pursuant to Sections 2.2(d). 2.2(e)   and 2.4.6.2) , further increased, if at all, in accordance with Schedule 3.2 , as a result of the duration of such Base Rate Borrowing Tranche(s) and (ii) the interest rate applicable to all Fixed Rate Borrowing Tranches shall automatically increase by one-hundred basis points (0.01). In the event that the Facility Debt Service Coverage Ratio shall continue to be less than required pursuant to Section 2.5.3.2 or the Loan to Value Ratio shall exceed the ratio permitted in accordance with Section 2.5.3.1 for a period of ninety (90) consecutive days from the date of Borrower's receipt of Notice of such non-compliance, the same shall constitute an Event of Default.

2.6.            The Loan .

After receipt by Servicer of a Loan Request pursuant to Section 2.5.1 , and subject to the Sublimits of Section 2.5.3   and the provisions of Section 5.2 , Lender, relying on the truth and accuracy of the matters set forth in the Loan Request (but without any obligation to inquire into the truth and accuracy of such matters), shall fund the amount requested in such Loan Request to Borrower in U.S. Dollars and immediately available funds on the Borrowing Date. Provided all conditions set forth in this Agreement and the other Loan Documents are satisfied, the Borrowing Date shall be the Business Day set forth in the Loan Request, provided that such date is at least three (3) but not more than five (5) Business Days after the date of the Loan Request. Lender shall fund the amounts requested in any Loan Request by 3:00 p.m. Eastern Time on the Borrowing Date. Notwithstanding the foregoing, any Loan Request (other than a Loan Request which is not related to or dependent on the addition of a real property under Section 2.9)   made contemporaneously with a request for the addition of a real property under Section 2.9   shall be subject to the time requirements set forth in Section 2.9 .

2.7.            The Note .

The obligation of Borrower to repay the aggregate unpaid principal amount of the Loan, together with interest thereon, shall be evidenced by the Note payable to the order of Lender.

2.8.            Use of Proceeds .

The proceeds of the Loan may be used by Borrower solely for the purpose of carrying on a business or commercial enterprise (as set forth in the Borrower's organizational documents) and not for personal, family, household or agricultural purposes.

2.9.            Additions to the Collateral Pool .

2.9.1.         Procedure for Proposing a Real Property Addition to the Collateral Pool .

Borrower or Proposed Borrower, as the case may be, may propose to add one or more multi-family real properties to the Collateral Pool by delivering to Lender (i) a written proposal for addition of the proposed real property(ies), (ii) a Mortgage Review Fee for each proposed real property, (iii) a Seismic Report Fee, if and as applicable, for each proposed real property, and (iv) the Underwriting Materials with respect to the proposed real property(ies) and with respect to Proposed Borrower, if applicable, provided that, no more than one (1) such proposal shall be submitted to Lender in any one (1) Month. Upon Lender's receipt of all fees required hereunder and all Underwriting Materials, Lender shall notify Borrower or Proposed Borrower of the same. The determination of whether Borrower or Proposed Borrower has provided Lender with all Underwriting Materials shall be in Lender's discretion. For purposes of this Section 2.9 , Borrower or Proposed Borrower may submit a multi-family real property for addition to the Collateral Pool, if Borrower or Proposed Borrower has a contract to purchase such real property, provided that Borrower or Proposed Borrower consummates the purchase of such real property on or before the date such real property is proposed to be added to the Collateral Pool. Both the Mortgage Review Fee and the Seismic Report Fee, if any, shall be deemed earned upon delivery thereof, whether or not Lender approves or disapproves such real property for addition hereunder. Borrower shall pay all costs and expenses that Lender and Servicer incur in connection with any such proposal to add a real property to the Collateral Pool, including, but not limited to, reasonable attorneys' fees and any reasonable costs and expenses incurred with respect to third party reports, whether or not Lender approves or disapproves such real property for addition hereunder. Borrower or its Affiliate shall be permitted to engage and pay directly the third-party consultants to be retained for the required property condition reports and environmental reports, provided that (A) Lender and Servicer approve in advance and in writing each such consultant and the scope of each such report, and (B) each such report states that it is made for the benefit, use and reliance of Lender and Servicer, as well as Borrower and/or its Affiliate.

2.9.2.         Procedure for Adding a Real Property to the Collateral Pool .

2.9.2.1.     With respect to any fully stabilized multi-family real property that Borrower or Proposed Borrower, as the case may be, proposes for addition to the Collateral Pool, Lender shall, within fifty (50) days of the date on which Lender notifies Borrower or Proposed Borrower that it has received all Underwriting Materials and all applicable fees, use its best efforts to accept or reject in writing the proposed real property on the basis of whether such proposed real property meets Lender's then current requirements for addition to the Collateral Pool, and in the event that Lender accepts the proposed real property for addition to the Collateral Pool, Lender shall provide Borrower with a written approval letter and use its best efforts to add such real property to the Collateral Pool within twenty (20) days of the date of such acceptance, subject to Borrower's or Proposed Borrower's timely performance of all obligations listed under Section 2.9.2.2 . Each property must pass Lender's own assessment of earthquake risk to be included in the Collateral Pool. Notwithstanding anything contained herein to the contrary, no real property shall be submitted for addition unless (x) the Collateral Pool Properties (after taking into consideration the Market Value of the real property submitted for addition), in the aggregate, have a Loan to Value Ratio as determined by Lender in its sole discretion no greater than the Maximum Loan to Value Ratio and (y) such property has a value as determined by Lender in its sole discretion that exceeds NINE MILLION NINE HUNDRED NINETY-NINE THOUSAND NINE HUNDRED NINETY-NINE AND NO/100 Dollars ($9,999,999.00). The failure of Lender to respond to Borrower's or Proposed Borrower's request within such fifty (50) day period shall be deemed a rejection by Lender of the proposal to add the real property to the Collateral Pool. If Lender provides the reason(s) for such rejection, Borrower or Proposed Borrower shall have fifty (50) days to cure or otherwise resolve to the satisfaction of Lender, the objections of Lender to such proposed real property (Lender, in its sole discretion, may require that Borrower provide within such fifty (50) day cure period necessary updates of any or all of the Underwriting Materials). If Borrower or Proposed Borrower does not satisfy Lender's objections, then such proposal shall be deemed terminated (unless Lender, in its sole discretion shall opt to extend such fifty (50) day cure period) provided that, any such termination shall not prevent Borrower or Proposed Borrower from subsequently resubmitting a real property (together with all applicable fees due hereunder and the Underwriting Materials) for addition to the Collateral Pool, further provided that Borrower may not resubmit the same real property for addition to the Collateral Pool more often than one (1) time in any twelve (12) month period. Notwithstanding anything contained in the foregoing to the contrary, under no circumstances shall the addition of any real property increase the amount of the Commitment.

2.9.2.2.     If and upon the date of acceptance by Lender of a multi-family real property submitted for addition to the Collateral Pool (such acceptance to be in writing, together with Lender's determination of the Initial Market Value of such real property and the Net Operating Income of such property), whether following the initial proposal of such real property or after satisfying any objections of Lender, such real property shall be added to the Collateral Pool, provided that, prior to such addition (or in the instance of the documents required under item (iii)(b) below, as soon as practicable after such addition), Borrower or Proposed Borrower shall (i) pay the Addition Fee pursuant to Section 2.9.3 , (ii) pay all costs and expenses that Lender or Servicer incur in connection with the inclusion of such real property, including, but not limited to, attorneys' fees, and (iii) submit the following to Lender: (a) all Collateral Pool Property Documents reasonably requested by Lender, where appropriate, fully executed and where appropriate duly acknowledged and filed of record in the appropriate official public records, (b) copies of all filing receipts and acknowledgements issued by any governmental authority evidencing any recordation or filing necessary to perfect Lender's Lien on the subject real property or other evidence reasonably satisfactory to Lender of such recordation and filing of the applicable Security Instrument, (c) evidence reasonably satisfactory to Lender that, subject to the Permitted Exceptions, (1) in the case of personal property, the Lien constitutes a first priority security interest in favor of Lender and, (2) in the case of real property, the Security Instrument constitutes a valid and perfected first priority Lien in favor of Lender (such evidence to be in the form of a title insurance policy acceptable to Lender in both form and substance), and (d) opinions of counsel reasonably acceptable to Lender and (iv) in the case of a Proposed Borrower, such Proposed Borrower shall execute (a) separate allonges to the Revolving Credit Note and any Fixed Rate Note(s) then outstanding and (b) a joinder agreement, both of which shall be in form and substance reasonably satisfactory to Lender in its sole discretion. If Borrower or Proposed Borrower fails to perform any of the acts, where applicable, or to submit any of the documents and evidence listed under (i), (ii), (iii) and (iv) above together with any and all updates to the Underwriting Materials reasonably requested by Lender within fifty (50) days of the date of Lender's acceptance, Lender may at its option reject the proposed real property and terminate such proposal. In the event that Borrower or Proposed Borrower performs all of the acts and submits all of the documents and evidence listed in (i), (ii), (iii) and (iv) above within fifty (50) days of the date of Lender's acceptance, the proposed real property shall be added to the Collateral Pool.

2.9.3.         Addition Fee .

For each property added to the Collateral Pool, Borrower shall pay all of Lender's or Servicer's costs and expenses in connection with such addition (including, but not limited to, attorneys' fees) and a fee to Lender, in addition to any other fees payable to Lender upon such addition, in the amount of FIFTEEN THOUSAND and NO/100 Dollars ($15,000.00) (the " Addition Fee "). The Addition Fee shall be due and payable upon consummation of the addition of the proposed real property to the Collateral Pool.

2.10.          Release of Collateral .

Lender shall, upon thirty (30) days advance written Notice, release the Liens granted hereunder with respect to a Collateral Pool Property or Properties which constitute(s) less than all Collateral Pool Properties, provided that (i) prior to such release Borrower shall pay Lender a non-refundable fee of TEN THOUSAND and NO/100 Dollars ($10,000.00) (a " Release Fee '") and all costs and expenses that Lender or Servicer incur in connection with such release, including, but not limited to, attorneys' fees and all other amounts due to Lender hereunder in connection with such release, including, without limitation, Prepayment Fees and accrued and unpaid interest, if applicable, (ii) at the time of the request for such release, no Event of Default or Potential Default shall exist, (iii) after giving effect to such release, no Event of Default or Potential Default shall exist, and (iv) Borrower shall be in compliance with all provisions hereof, including without limitation, the Sublimits, provided , however , that if such release would otherwise cause Borrower to be in non-compliance with the Sublimits set forth in Section 2.5.3 , Borrower shall have the opportunity to cure the same prior to or simultaneously with such release by either (a) pledging multi-family real property collateral, in form, substance, value and in a manner all acceptable to Lender, in its sole discretion, in accordance with Section 2.9   or (b) prepaying so much of the Loan as is necessary to cause compliance with the Sublimits, each in accordance with the provisions of Section 4.3 . Notwithstanding the foregoing, if Borrower is unable to cause compliance with the Sublimits within fifteen (15) Business Days following Lender's determination of Borrower's non-compliance with the Sublimits, then, for so long as Borrower fails to comply with the Sublimits, (i) the Net Spread applicable to all Base Rate Borrowing Tranches then outstanding (and thereafter renewed) shall automatically increase to one-hundred basis points (0.01) over the highest Net Spread shown on Schedule 3.2   (as such Net Spreads are adjusted by Lender pursuant to Sections 2.2(d). 2.2(e) and 2.4.6.2 ), further increased, if at all, in accordance with Schedule 3.2 , as a result of the duration of such Base Rate Borrowing Tranche(s) and (ii) the interest rate applicable to all Fixed Rate Borrowing Tranches shall automatically increase by one-hundred basis points (0.01). Notwithstanding such thirty (30) day time period to obtain a release, Lender shall upon five (5) Business Days Notice provide a "payoff letter", if applicable, stating the amount necessary to obtain a release so as to effectuate a sale or refinance of the subject Collateral Pool Property. Upon the release of a Lien on a Collateral Pool Property, if the Borrower that is the owner of such Collateral Pool Property owns no other Collateral Pool Properties, such Borrower shall be released from its obligations under the Loan Documents, except as otherwise expressly provided in the Loan Documents. Notwithstanding the foregoing, under no circumstances may Borrower receive a release of the Security Instrument with respect to the last property in the Collateral Pool prior to the Maturity Date, unless Borrower has elected to terminate this Agreement under Section 2.13   hereunder. Borrower may revoke a pending request to release a Collateral Pool Property at any time; provided that Borrower pays all of Lender's reasonable costs and expenses with respect to such release request, including, without limitation, reasonable attorneys fees; provided , further , that Borrower shall not be entitled to reimbursement of the Release Fee paid to Lender in connection with such request to release a Collateral Pool Property.

2.11.         Payment of the Loan Balance Without Termination .

Prior to the Maturity Date, Borrower shall have the right to repay the entire Loan (i.e., the Revolving Credit Note and any Fixed Rate Note then outstanding), subject in each instance to the provisions of Sections 4.3   and 4.4 , all without any release of any Lien, and subsequently reborrow hereunder, provided that Borrower is at such time, and thereafter remains, in compliance with the provisions of this Agreement, including, without limitation, the obligation to be in compliance with the Sublimits and the obligations to pay all fees due and payable hereunder. Under no circumstances shall Borrower be entitled to any additional advances or re-advances under (a) any Fixed Rate Note at any time or (b) the Revolving Credit Note on or after the Maturity Date.

2.12.          Valuations .

2.12.1.       Timing and Procedure of Valuation .

In addition to any other provisions requiring valuations hereunder, Lender shall perform an annual valuation (the " Valuation ") to determine, in its sole but reasonable discretion in accordance with its then current underwriting policies, practices and procedures consistently applied, (i) the then Market Value and (ii) the Net Operating Income of each of the Collateral Pool Properties, which Valuation shall be performed on or about September 1 ^st of each calendar year during the term of this Agreement, commencing on or about September 1, 2009. In connection with such Valuation, Borrower shall deliver to Servicer by no later than June 1 of each calendar year, a current rent roll (which shall be no more than thirty (30) days old) and a twelve (12) month operating statement with respect to each Collateral Pool Property, each certified by an Authorized Officer. Any operating statement required hereunder shall relate to the operations of the applicable Collateral Pool Property during the preceding calendar year. Without limiting the foregoing, each such rent roll and operating statement shall be in such form and contain such detail as Lender may reasonably require and Lender may require that any such rent rolls and operating statements shall be verified by an independent party acceptable to Lender.

2.12.2.       Valuations that Disclose a Decrease in Market Value and/or Net Operating Income .

If any Valuation discloses that the Market Value and/or Net Operating Income of the Collateral Pool Properties has decreased below the then current values or calculations thereof, the Maximum Facility Available may be adjusted, if necessary, in accordance with the provisions of Section 2.5.3 , and in the event such decrease in Market Value or Net Operating Income shall cause Borrower to be in non-compliance with the Sublimits set forth in Section 2.5.3 , Borrower shall within the time periods set forth in (i) and (ii) below, cure the same by bringing the Loan into compliance with the Sublimits, by either (i) within ninety (90) days of Notice from Lender of such decrease, pledging multi-family real property collateral in form, substance, value and in a manner all acceptable to Lender, in its sole discretion, in accordance with Section 2.9   or (ii) within fifteen (15) days of Notice from Lender of such decrease, prepaying so much of the Loan as is necessary to cause compliance with the Sublimits, each in accordance with the provisions of Section 4.3 . Notwithstanding the foregoing, if Borrower is unable to cause compliance with the Sublimits within fifteen (15) Business Days following Lender's determination of Borrower's non-compliance with the Sublimits, then, for so long as Borrower fails to comply with the Sublimits, (i) the Net Spread applicable to all Base Rate Borrowing Tranches then outstanding (and thereafter renewed) shall automatically increase to one-hundred basis points (0.01) over the highest Net Spread shown on Schedule 3.2   (as such Net Spreads are adjusted by Lender pursuant to Sections 2.2(d). 2.2(e)   and 2.4.6.2) , further increased, if at all, in accordance with Schedule 3.2 , as a result of the duration of such Base Rate Borrowing Tranche(s) and (ii) the interest rate applicable to all Fixed Rate Borrowing Tranches shall automatically increase by one-hundred basis points (0.01).

2.12.3.       Valuations that Disclose an Increase in Market Value and/or Net Operating Income

If any Valuation discloses that the Market Value and/or Net Operating Income of the Collateral Pool Properties has increased above the then current values thereof, the Maximum Facility Available may be adjusted, if necessary, in accordance with the provisions of Section 2.5.3 , and Borrower shall be entitled to borrow and reborrow hereunder, subject to the Sublimits, up to the amount of the Commitment in accordance with the terms of this Agreement.

2.13.          Termination .

2.13.1.       Rights to Terminate .

Borrower and Lender shall have the rights to terminate this Agreement or to accelerate the Loan, as applicable, as set forth in this Section 2.13 .

2.13.2.       Borrower's Right to Terminate the Agreement . At any time during the term of the Loan, Borrower shall have the right to terminate this Agreement in full and the parties' obligations under the Loan Documents, provided that Borrower (i) delivers to Lender thirty (30) days advance written Notice of its revocable election to terminate this Agreement specifying the Expiration Date, (ii) repays all accrued interest on, and principal with respect to, the Loan in full and (iii) performs all Obligations under this Agreement, the Note and the other Loan Documents, including, but not limited to, Borrower's obligations to pay all fees as specified in Section 2.13.4 . In addition to the foregoing, upon receipt of Lender's written Notice pursuant to Section 2.4.6.2   hereof of Lender's redetermination of the Net Spread applicable to the Revolving Credit Note from and after the third anniversary of the Closing Date, Borrower shall have the one-time right (the " Revolving Credit Note Re-pricing Termination Option ") to terminate this Agreement in full and the parties' obligations under the Loan Documents as of the third anniversary of the Closing Date; provided that, Borrower must satisfy the conditions set forth in the first sentence of this Section 2.13.2 ; provided , further , that if (x) Lender's redetermination of the Net Spread applicable on and after the third anniversary of the Closing Date in accordance with Section 2.4.6.2   results in the Net Spread being greater than the Net Spread applicable on the Closing Date and (y) Borrower elects the Revolving Credit Note Re-Pricing Termination Option, Borrower shall not be required to pay the fees set forth in Section 2.13.4   hereof (except for the Prepayment Fees specified therein). In the event Borrower has complied with the requirements set forth in this Section 2.13.2 . Lender shall release the Liens granted hereunder on the Expiration Date in accordance with Section 2.10 . Without limiting any other provision contained herein, in the event Borrower shall revoke any such request to terminate its obligations under this Agreement in full and the parties' obligations under the Loan Documents, Borrower shall pay all reasonable costs and expenses incurred by Lender and Servicer in connection with such revocation, including, without limitation, reasonable attorneys' fees.

2.13.3.       Lender's Right to Accelerate .

Upon an Event of Default that remains uncured by Borrower beyond the expiration of any applicable cure period under this Agreement, the Note, or any other of the Loan Documents, Lender shall have the right to (i) accelerate the Loan and to (ii) collect the Prepayment Fee and liquidated fees pursuant to Section 2.13.4 .

2.13.4.       Fees Due Upon Early Termination and/or Acceleration .

In the event Borrower shall terminate Borrower's obligations under the Loan Documents pursuant to the provisions of Section 2.13.2 , or Lender shall accelerate the Loan pursuant to the provisions of Section 2.13.3   prior to the Scheduled Maturity Date, Borrower shall pay (i) a Prepayment Fee with respect to each outstanding Base Rate Borrowing Tranche calculated in accordance with Section 4.4 , (ii) a Prepayment Fee for each Fixed Rate Note calculated in accordance with the terms of the applicable Fixed Rate Note, and (iii) an early termination fee (" Early Termination Fee ") equal to the greater of (a) one percent (1.0%) of the unpaid principal balance of the Revolving Credit Note and any Fixed Rate Note or (b) the sum of (x) a liquidated Unused Facility Fee equal to fifteen basis points (15) per annum (computed on the basis of a year of 360 days and actual days elapsed) times the difference between the Commitment (as the same shall exist as of such date) and the Deemed Minimum Loan Amount, for each Month which will elapse from the Month in which such termination and/or acceleration occurs through and including the Scheduled Maturity Date (provided , that if such termination and/or acceleration of the Loan occurs prior to the third anniversary of the Closing Date, then such fee shall be calculated through and including the third anniversary of the Closing Date), such liquidated Unused Facility Fee to be discounted to net present value at a discount rate equal to the Treasury Rate, together with all accrued Unused Facility Fees payable as of the date of such termination, and (y) a liquidated Minimum Usage Fee, to be calculated as the product of an assumed Base Rate Borrowing Tranche in an amount equal to the Deemed Minimum Loan Amount times the sum of (a) the lowest Net Spread shown on Schedule 3.2   (or any replacement schedule of Net Spreads in accordance with Sections 2.2(d) , 2.2(e)   or 2.4.6.2)   plus (b) the Servicing Spread, for each Month which will elapse from the Month in which such termination and/or acceleration occurs through and including the Scheduled Maturity Date, (provided , that if such termination and/or acceleration of the Loan occurs prior to the third anniversary of the Closing Date, then such fee shall be calculated through and including the third anniversary of the Closing Date) such liquidated Minimum Usage Fee to be discounted to net present value at a discount rate equal to the Treasury Rate, together with all accrued Minimum Usage Fees, if any, payable as of the date of such termination and/or acceleration.

2.14.          Material Adverse Change to Borrower or a Collateral Pool Property .

If (i) Borrower or a Collateral Pool Property experiences a Material Adverse Change or (ii) a Material Adverse Change occurs with respect to this Agreement or any of the other Loan Documents taken as a whole, Borrower shall promptly notify Lender of the same in writing as soon as Borrower has notice thereof. If Lender shall receive Notice of a Material Adverse Change in accordance with the preceding sentence, or otherwise becomes aware of a Material Adverse Change, which Material Adverse Change affects a Collateral Pool Property, Lender may promptly conduct a Valuation of the affected Collateral Pool Property pursuant to Section 2.12 . Until such time as such Valuation, if requested, shall be completed, the Collateral Pool Property which experienced the Material Adverse Change, or which is owned by a Borrower that experienced a Material Adverse Change, shall be deemed for the purposes of determining whether any new borrowing request satisfies all of the Sublimits set forth in Section 2.5.3   to have the Market Value and Net Operating Income reasonably determined and quantified by Lender upon the information then available to Lender. Lender shall promptly provide Borrower with written Notice of the results of such Valuation. If the results of such Valuation disclose that the Market Value of the affected Collateral Pool Property has decreased, then the Market Value shall thereafter be deemed to be the amount shown in such Valuation. In the event that such Valuation hereunder shall cause Borrower to be in non-compliance with the Sublimits set forth in Section 2.5.3 , Borrower shall, within the time periods set for the in (x) and (y) below, cure the same by bringing the Loan into compliance with the Sublimits by either (x) within ninety (90) days of the Notice of such valuation, pledging multi-family real property collateral in form, substance, value and in a manner all acceptable to Lender, in its sole discretion, in accordance with Section 2.9   or (y) within fifteen (15) days of Notice from Lender of such decrease, prepaying so much of the Loan as is necessary to cause compliance with the Sublimits, each in accordance with the provisions of Section 4.3 . Notwithstanding the foregoing, if Borrower is unable to cause compliance with the Sublimits within fifteen (15) Business Days following Lender's determination of Borrower's non-compliance with the Sublimits, then, for so long as Borrower fails to comply with the Sublimits, (i) the Net Spread applicable to all Base Rate Borrowing Tranches then outstanding (and thereafter renewed) shall automatically increase to one-hundred basis points (0.01) over the highest Net Spread shown on Schedule 3.2   (as such Net Spreads are adjusted by Lender pursuant to Sections 2.2(d). 2.2(e)   and 2.4.6.2) , further increased, if at all, in accordance with Schedule 3.2 , as a result of the duration of such Base Rate Borrowing Tranche(s) and (ii) the interest rate applicable to all Fixed Rate Borrowing Tranches shall automatically increase by one-hundred basis points (0.01). If Lender shall receive Notice of a Material Adverse Change from Borrower hereunder, or otherwise becomes aware of a Material Adverse Change which affects Borrower or the enforceability of this Agreement or the other Loan Documents taken as a whole, Borrower shall immediately provide any information or documents reasonably requested by Lender, including, but not limited to, (a) with respect to a Material Adverse Change which affects Borrower, financial statements and Borrower's business plan to cure such Material Adverse Change or (b) with respect to a Material Adverse Change which affects the enforceability of this Agreement or the other Loan Documents taken as a whole, replacement documents in form and substance acceptable to Lender in its discretion, together with a legal opinion regarding the enforceability of such replacement documents, acceptable to Lender in its discretion.

2.15.          Release of Collateral Followed by a Permanent Loan.

2.15.1.       Permanent Loan .

Borrower may request that Lender cause Servicer to make a permanent loan (the " Permanent Loan ") to be secured by one or more Collateral Pool Properties designated by Borrower (the " Permanent Loan Collateral ") to be simultaneously released from the Collateral Pool and encumbered in favor of Servicer as security for Borrower's obligations under the Permanent Loan, which request shall be made in accordance with the provisions of Section 2.15.2 . The Permanent Loan shall be made in accordance with the terms and conditions of the Streamlined Refinancing Program. Notwithstanding the foregoing, under no circumstances may Borrower receive a release of the Security Instrument with respect to the last property in the Collateral Pool prior to the Maturity Date, unless Borrower has elected to terminate this Agreement under Section 2.13   hereunder.

2.15.2.       Procedure for Making a Permanent Loan .

Borrower may request that Lender cause Servicer to make a Permanent Loan to Borrower, which request (i) shall be in writing, which writing shall specify (a) the Collateral Pool Property(ies) that will constitute the Permanent Loan Collateral, (b) the original principal amount of the requested Permanent Loan, which amount shall be greater than or equal to TEN MILLION and No/100 Dollars ($10,000,000.00), (c) the related reduction in the Maximum Facility Available, (d) whether Borrower has selected Lender's then current early rate lock delivery option, and (e) any payment or prepayment of a Borrowing Tranche, and (ii) shall be accompanied by (a) any fees then due and owing under Lender's Streamlined Refinancing Program for each Collateral Pool Property proposed by Borrower to be subject to the Permanent Loan, and (b) the Underwriting Materials. Following receipt of all of the items specified in (i) and (ii) of the previous sentence, Lender shall use its best efforts to consent to Borrower's request within sixty (60) days of such Notice, provided that (1) at the time of such request no Event of Default or Potential Default exists, (2) the Permanent Loan shall be made in accordance with the terms and conditions of the Streamlined Refinancing Program, (3) after giving effect to such release no Event of Default or Potential Default shall exist and Borrower will be in compliance with all provisions hereof, including the Sublimits set forth in Section 2.5.3 , further provided that if any release occasioned by a Permanent Loan would otherwise cause Borrower to be in non-compliance with the Sublimits, Borrower shall have the opportunity to cure the same, prior to or simultaneously with the release and the consummation of the Permanent Loan (which shall occur pursuant to the Streamlined Refinancing Program), by either (A) pledging collateral in form, substance, value and in a manner all acceptable to Lender, in its sole discretion, or (B) prepaying so much of the Loan as is necessary to cause compliance with the Sublimits, each in accordance with the provisions of Section 4.3 , (4) Borrower shall provide evidence to Lender of title insurance in form and substance acceptable to Lender and in the face amount of the Permanent Loan, (5) the proposed Borrower under the Permanent Loan shall execute and deliver such documents as Lender, in its discretion, may request in order to evidence the making of the Permanent Loan and in order to grant Lender a first priority Lien on the real and personal property constituting the Permanent Loan Collateral subject, in each case, to any Permitted Exceptions, and (6) Borrower shall pay Lender any fees then due and owing under Lender's Streamlined Refinancing Program. Thereafter, Lender shall use commercially reasonable efforts to consummate the Permanent Loan within ninety (90) days after its consent to Borrower's request thereof. Notwithstanding the foregoing, if Borrower is unable to cause compliance with the Sublimits within fifteen (15) Business Days following Lender's determination of Borrower's non-compliance with the Sublimits, then, for so long as Borrower fails to comply with the Sublimits, (i) the Net Spread applicable to all Base Rate Borrowing Tranches then outstanding (and thereafter renewed) shall automatically increase to one-hundred basis points (0.01) over the highest Net Spread shown on Schedule 3.2   (as such Net Spreads are adjusted by Lender pursuant to Sections 2.2(d). 2.2(e) and 2.4.6.2) , further increased, if at all, in accordance with Schedule 3.2 , as a result of the duration of such Base Rate Borrowing Tranche(s) and (ii) the interest rate applicable to all Fixed Rate Borrowing Tranches shall automatically increase by one-hundred basis points (0.01). Notwithstanding the foregoing, in the event that Borrower selects Lender's then current early rate lock delivery option, Lender shall use its best efforts, subject to Borrower's timely compliance with Lender's requests, to lock the interest rate for the requested Permanent Loan within fifteen (15) Business Days of Borrower's Notice hereunder. Any Permanent Loan granted pursuant to the foregoing provisions shall not reduce the Commitment hereunder. Simultaneous with the closing of the Permanent Loan, Lender shall release the Lien granted hereunder on the Permanent Loan Collateral. Notwithstanding the foregoing, at any time prior to the release and consummation of the Permanent Loan, Borrower may by written Notice revoke its request for a release and a Permanent Loan pursuant to this Section 2.15 ; provided, however, that Borrower shall reimburse Lender and Servicer respectively, for Lender's and Servicer's reasonable costs and expenses, including breakage costs and reasonable attorneys' fees and any other fees due under this Agreement, that Lender or Servicer incur in connection with such proposed release and Permanent Loan financing prior to Borrower's revocation.

2.16.          Loan Documents .

From time to time, Lender in its sole discretion revises its form Loan Documents to add, delete or change requirements, conditions and other provisions of its form documents. The revised form of Loan Documents shall be used in conjunction with any Fixed Rate Notes executed after the date hereof, or any Properties added to the Collateral Pool after the date hereof.

3.              INTEREST RATES

3.1.            Interest Rate .

The interest rate on each Borrowing Tranche evidenced by the Revolving Credit Note shall be the Base Rate or, if required pursuant to Sections 3.3.2   or 3.4.3   hereof, the Prime Rate. Interest rates under this Agreement and each Note shall be computed on the basis of a year of three hundred sixty (36Q) days and actual days elapsed.

3.2.            Interest Rate Determinations .

3.2.1.         Prime Rate and Base Rate Determination .

(a)            The initial Prime Rate applicable to any Prime Rate Borrowing Tranche required under Sections 3.3.2   or 3.4.3   shall equal the Prime Rate as of the Borrowing Date or Renewal Date, as applicable. The Prime Rate shall thereafter fluctuate in accordance with any changes to the Prime Rate as published from time to time during the term of the Prime Rate Borrowing Tranche.

(b)            The Base Rate applicable to any Base Rate Borrowing Tranche hereunder shall, subject to the provisions set forth below, equal the Base Rate calculated as of the date of the Loan Request and set forth in the Loan Request. In the event that the Base Rate, calculated as of the Borrowing Date, is more than twenty-five basis points (0.0025) higher or lower than the Base Rate set forth in the Loan Request, the Base Rate applicable to such Loan Request shall instead be the Base Rate calculated as of the Borrowing Date. Thereafter, (i) the portion of the Base Rate attributable to the Reference Bills® Rate (or such alternative index as may be selected by Lender in accordance with the provisions of Section 3.4)   for any Base Rate Borrowing Tranche shall be redetermined as of each renewal of such Borrowing Tranche pursuant to Section 3.3.3   and (ii) the Margin for all Base Rate Borrowing Tranches then outstanding shall be redetermined as of each determination and redetermination of the Net Spread. As determined and redetermined pursuant to this Agreement, the same Margin shall apply to all Base Rate Borrowing Tranches then outstanding. The portion of the Margin attributable to the Net Spread shall be determined based on the Facility Debt Service Coverage Ratio in accordance with the table set forth in Schedule 3.2 . The Facility Debt Service Coverage Ratio and Net Operating Income shall each be redetermined in accordance with the definitions thereof, as applicable.

3.2.2.         Prime Rate, Base Rate and Margin Quotations .

Borrower may call Servicer on or before the date on which a Loan Request is to be delivered or prior to the end of an Interest Period, to receive both a calculation of the resulting Facility Debt Service Coverage Ratio for a proposed Prime Rate (if required pursuant to Sections 3.3.2   or 3.4.3)   or Base Rate Borrowing Tranche and an indication of the rates then in effect, including the Margin, but both parties acknowledge that such projection shall not be binding on Lender or Borrower, nor shall such projection affect the rate of interest which thereafter is actually in effect when the election is made.

3.3.            Interest Periods .

Upon each Loan Request for a new Base Rate Borrowing Tranche, and upon each Renewal Request applicable to a Base Rate Borrowing Tranche, Borrower shall notify Lender of the period (the " Interest Period ") (which may only be one-month (having original durations to maturity of approximately thirty (30) days), three-month (having original durations to maturity of approximately ninety (90) days), six-month (having original durations to maturity of approximately one hundred eighty (180) days) or twelve-month (having original durations to maturity of approximately three hundred sixty (360) days)) for which the Reference Bills® Rate or LIBO Rate, as the case may be, shall be determined.

3.3.1.         Interest Period to End on a Business Day.

If the last day of any Interest Period is not a Business Day, the Interest Period shall be deemed to mature on the Business Day immediately following such date.

3.3.2.         No Interest Periods Beyond the Expiration Date .

Borrower shall not select or renew an Interest Period for any Base Rate Borrowing Tranche that would end after the Expiration Date. If at the time of any such selection or renewal the period of time remaining prior to the Expiration Date is less than thirty (30) days then such Borrowing Tranche shall bear interest at the Prime Rate. No Prime Rate Borrowing Tranche may remain outstanding in excess of thirty (30) days at any one time.

3.3.3.         Renewals .

In the case of a redetermination of an Interest Period at the end of an Interest Period, for purposes of calculating interest due under the applicable Base Rate Borrowing Tranche the first day of the new Interest Period shall be the first Business Day immediately following the last day of the preceding Interest Period (such date, the " Renewal Date "). For each Base Rate Borrowing Tranche, if no new Interest Period is specified within two (2) Business Days prior to the last day of such Interest Period, by delivery to Lender via facsimile of a fully completed, authorized and executed request therefor (a " Renewal Request ") in the form attached hereto as Schedule 3.3.3 , the Borrowing Tranche shall be renewed for an Interest Period of one month at the Base Rate then applicable to a Borrowing Tranche disbursed on the applicable Renewal Date having a one-month Interest Period. Notwithstanding anything contained herein to the contrary, (i) no Borrowing Tranche may be renewed with a principal amount of less than TEN MILLION and NO/100 Dollars ($10,000,000.00) and (ii) in the event the Facility Debt Service Coverage Ratio is less than required in accordance with Section 2.5.3.2   or the Loan to Value Ratio exceeds the ratio required in accordance with Section 2.5.3.1 , Borrower may renew or consolidate (but not increase the outstanding principal amount of) any Borrowing Tranche(s) with Interest Periods of one-month then outstanding, all in accordance with the provisions of this Section 3.3.3 , provided that, as of the date of such renewal or consolidation (a) no Event of Default or Potential Default, other than Borrower's failure to comply with Section 2.5.3.1 or Section 2.5.3.2 , shall then exist, (b) Borrower's failure to comply with Section 2.5.3.1 or Section 2.5.3.2   shall have been for a period of less than ninety (90) days, and (c) Borrower is otherwise in full compliance with all other terms and conditions of the Loan Documents, including the provisions of Section 4.5 . Borrower must assure compliance with Section 2.5.3.1 or Section 2.5.3.2   pursuant to the provisions of Section 4.3 . Notwithstanding the foregoing, if Borrower is unable to cause compliance with the Sublimits within fifteen (15) Business Days following Lender's determination of Borrower's non-compliance with the Sublimits, then, for so long as Borrower fails to comply with the Sublimits, (i) the Net Spread applicable to all Base Rate Borrowing Tranches then outstanding (and thereafter renewed) shall automatically increase to one-hundred basis points (0.01) over the highest Net Spread shown on Schedule 3.2   (as such Net Spreads are adjusted by Lender pursuant to Sections 2.2(d), 2.2(e)   and 2.4.6.2) , further increased, if at all, in accordance with Schedule 3.2 , as a result of the duration of such Base Rate Borrowing Tranche(s) and (ii) the interest rate applicable to all Fixed Rate Borrowing Tranches shall automatically increase by one-hundred basis points (0.01).

3.3.4.         Interest After Default .

So long as (i) any payment under this Agreement remains past due for thirty (30) days or more, or (ii) any other Event of Default has occurred and is continuing, interest on the Loan shall accrue on the unpaid principal balance from the earlier of the due date of the first unpaid installment or the occurrence of such other Event of Default at the default rate set forth in the Note. If the unpaid principal balance and all accrued interest on the Loan are not paid in full on the Expiration Date, the unpaid principal balance and all accrued interest on the Loan shall thereafter bear interest at the default rate set forth in the Note. Borrower acknowledges that (a) its failure to make timely payments will cause Lender to incur additional expenses in servicing and processing the Loan, (b) during the time that any installment is delinquent for more than thirty (30) days, Lender will incur additional costs and expenses arising from its loss of the use of the money due and from the adverse impact on Lender's ability to meet its other obligations and to take advantage of other investment opportunities, and (c) it is extremely difficult and impractical to determine those additional costs and expenses. Borrower also acknowledges that, during the time that any installment is delinquent for more than thirty (30) days or any other Event of Default has occurred and is continuing, Lender's risk of nonpayment will be materially increased and Lender is entitled to be compensated for such increased risk. Borrower agrees that the increase in the rate of interest set forth in the Note represents a fair and reasonable estimate, taking into account all circumstances existing on the date of this Agreement, of the additional costs and expenses Lender will incur by reason of Borrower's delinquent payment and the additional compensation Lender is entitled to receive for the increased risks of nonpayment associated with a delinquent loan.

3.3.5.         Late Charge .

If any amount payable under this Agreement, the Note or any other Loan Document, other than (i) the outstanding amount of the Revolving Credit Note payable on the Maturity Date, (ii) the then outstanding amount of any Fixed Rate Note payable on the Maturity Date, or (iii) the then outstanding amount of the Loan payable upon acceleration of the Note, is not received by Lender as provided in the Note, Borrower shall pay to Lender, immediately and without demand by Lender, a late charge as specified in the Note. Borrower acknowledges that its failure to make timely payments will cause Lender to incur additional expenses in servicing and processing the Loan, and that it is extremely difficult and impractical to determine those additional expenses. Borrower agrees that the late charge payable specified in the Note represents a fair and reasonable estimate, taking into account all circumstances existing on the date of this Agreement, of the additional expenses Lender will incur by reason of such late payment. The late charge is payable in addition to, and not in lie