FIRST AMENDMENT TO CREDIT AGREEMENT AND JOINDER TO LOAN DOCUMENTS

1.

Joinder of New Borrower; Addition of New Property .

 

(a)

Joinder, Consent and Recognition . New Borrower hereby agrees to join Original Borrower, jointly and severally, as Borrower under the Credit Agreement and the other Loan Documents with the same force and effect as if New Borrower was an original signatory to the Credit Agreement and the other Loan Documents. Original Borrower hereby consents to and acknowledges the joinder of New Borrower, jointly and severally, with Original Borrower as Borrower under the Credit Agreement and the other Loan Documents. Lender hereby agrees to accept and recognize New Borrower, together with Original Borrower, jointly and severally, as Borrower under the Credit Agreement and the other Loan Documents. Effective as of the date hereof and by and through this Agreement, New Borrower hereby becomes a party to the Credit Agreement and the other Loan Documents, together with Original Borrower, joint and severally, as Borrower thereunder.

 

(b)

Credit Agreement Terms and Conditions; Borrower’s Obligations . New Borrower hereby agrees to all of the terms and conditions of the Credit Agreement and the other Loan Documents, and, without limiting the foregoing, New Borrower hereby assumes and agrees to perform and observe, as Borrower, each and all of the covenants, duties, obligations, promises and liabilities of Borrower under the Credit Agreement and the other Loan Documents. Notwithstanding anything contained herein to the contrary, Original Borrower hereby confirms each and all of its covenants, duties, obligations, promises and liabilities as Borrower under the Credit Agreement and the other Loan Documents.

 

(c)

Market Values of the Collateral Pool Properties . Lender hereby certifies and New Borrower and Original Borrower hereby acknowledge that, upon the execution of this Agreement and the applicable Borrower’s execution and delivery of the applicable Security Instruments granting Lender a first priority security interest in each New Property, the Market Values of the Collateral Pool Properties, as of the date hereof, shall be the Market Values set forth in the attached Schedule 1.1(A) , and that the M arket Values set forth in the attached Schedule 1.1(A) shall supersede the Market Values set forth in Schedule 1.1(A) to the Credit Agreement.

2.

Increase in Commitment . In accordance with Section 2.1.2.1 of the Credit Agreement, Borrower has requested to increase the Commitment to Two Hundred and Ninety-Million and NO/100 Dollars ($290,000,000.00). Upon payment of the transaction fee set forth in Section 2.1.2.1 of the Credit Agreement (as such transaction fee is modified hereby) and compliance with the other terms and conditions set forth in said section, the Commitment shall be increased to Two Hundred and Ninety-Million and NO/100 Dollars ($290,000,000.00).

 

3.

Amendments to Credit Agreement . The Credit Agreement is hereby amended as follows:

 

(a)

Section 2.1.2.1 and 2.1.2.2 of the Credit Agreement are each hereby amended by deleting the reference to "a transaction fee equal to sixty-five basis points (.0065) times the amount of such increase in the Commitment" contained in each such section, and replacing the same with references to "a transaction fee equal to fifty-five basis points (.0055) times the amount of such increase in the Commitment".

 

(b)

Section 2.9.3 of the Credit Agreement is hereby deleted in its entirety and the following is substituted in lieu thereof:

"In connection with any addition of a multifamily real property pursuant to the terms hereof, Borrower shall, in addition to paying Freddie Mac’s and Servicer’s costs and expenses specified herein, including attorney’s fees, pay a fee (the " Addition Fee ") equal to the sum of (A) the product of ten basis points (.0010) times the Additional Collateral Facility resulting from any real property being added to the Collateral Pool (solely for purposes of determining the Additional Collateral Facility under this Section 2.9.3 (A), (1) the Commitment shall be deemed to be equal to $400,000,000.00 and (2) the number of Borrowing Tranches then outstanding shall be disregarded), plus (B) the sum of Seventy-Five Thousand and NO/100 Dollars ($75,000.00) minus Servicer’s share [ 40 basis points (.0040)] of the transaction fee described in Section 2.1.2, if any such transaction fee is applicable; provided, however, that the amount described in part (B) of the formula for the Addition Fee shall not be less than zero.

 

(c)

Section 2.12.3 of the Credit Agreement is hereby deleted in its entirety and the following is substituted in lieu thereof:

"2.12.3    Valuations that Disclose an Increase in Market Value .

If any Valuation(s) pursuant to Section 2.12.2 previously resulted in a decrease in the Market Value of any Collateral Pool Property (each such decrease in the aggregate, the " Valuation Caused Decrease "), and thereafter a Valuation discloses that the Market Value of any Collateral Pool Property has increased over the then current Market Value of such Collateral Pool Property, the Market Value of such Collateral Pool Property shall be deemed to have increased (the " Valuation Caused Increase "), to the extent of the Valuation Caused Decrease, and the Valuation Caused Decrease shall simultaneously be deemed reduced (but not below zero) by an amount equal to the Valuation Caused Increase. No Addition Fee shall be payable in connection with any Valuation Caused Increase."

 

4.

Representations and Warranties; Estoppel . Both New Borrower and Original Borrower hereby confirm, represent and warrant that each of the representations and warranties of Borrower set forth in the Credit Agreement are true and correct as if made on and as of the date hereof. Both New Borrower and Original Borrower hereby further represent and warrant that there exists no defaults, defenses, offsets or claims by New Borrower or Original Borrower under or pursuant to the Credit Agreement or the other Loan Documents, and fully, unconditionally and forever waive, relinquish and discharge any defenses, offsets or claims which may now exist or hereafter accrue by reason of facts or circumstances present ly in existence whether known or unknown as of the date hereof.

5.

Further Assurances . Without in any way limiting the terms and conditions of the Credit Agreement and Borrower’s obligations thereunder, both New Borrower and Original Borrower hereby covenant and agree with Lender that, from and after the date hereof, at any time and from time to time, upon the written request of Lender, either or both New Borrower and Original Borrower will promptly and duly execute and deliver such further agreements, instruments and documents, and take any such further actions, as Lender may reasonably request in order to effectuate the transactions contemplated hereby and to preserve the full benefits of the Credit Agreement and the other Loan Documents, and the rights an d powers therein granted to Lender.

6.

Miscellaneous . Except as otherwise set forth herein and in the Allonge, the terms and conditions set forth in the Credit Agreement, the Revolving Credit Note and the other Loan Documents remain unchanged and in full force and effect. This Agreement shall be interpreted, construed and enforced according to the laws of the Commonwealth of Virginia, and shall be binding upon and inure to the benefit of New Borrower, Original Borrower and Lender and their respective heirs, personal representatives, legal representatives, successors-in-title and assigns whether by voluntary action of the parties or by operation of law.

7.

Counterparts . This Agreement may be executed in multiple counterparts, all of which executed counterparts shall together constitute a single document binding upon all Parties. Signature pages may be detached from the counterparts and attached to a single copy of this document to physically form one document.