Reaffirmation, Joinder and Second Amendment to Master Credit Facility, dated October 26, 2017, by among the borrowers party thereto and KeyBank National Association

This REAFFIRMATION, JOINDER AND SECOND AMENDMENT TO MASTER CREDIT FACILITY AGREEMENT (this “Amendment”) is made as of October 26, 2017 (“Effective Date”), by and among (i) the entities identified as Original Borrower set forth on Schedule I attached hereto (individually and collectively, “Original Borrower”); (ii) the entities identified as Additional Borrower set forth on Schedule II attached hereto (individually and collectively, “Additional Borrower”; together with Original Borrower, “Borrower”); (iii) KEYBANK NATIONAL ASSOCIATION, a national banking association (“Lender”); and (iv) FANNIE MAE, the corporation duly organized under the Federal National Mortgage Association Charter Act, as amended, 12 U.S.C. §1716 et seq. and duly organized and existing under the laws of the United States (“Fannie Mae”).

A.    Original Borrower and Lender are parties to that certain Master Credit Facility Agreement dated as of October 31, 2016 (as amended, restated, supplemented, or otherwise modified from time to time, the “Master Agreement”).

B.    All of Lender’s right, title and interest in the Master Agreement and the Loan Documents executed in connection with the Master Agreement or the transactions contemplated by the Master Agreement have been assigned to Fannie Mae pursuant to that certain Assignment of Master Credit Facility Agreement and Other Loan Documents, dated as of October 31, 2016 (the “Assignment”). Fannie Mae has not assumed (i) any of the obligations of Lender to make Future Advances (once an agreement is made for Lender to make a Future Advance) under the Master Agreement or (ii) any of the obligations of Lender which are servicing obligations delegated to Lender as servicer of the Advances. Fannie Mae has designated Lender as the servicer of the Advances contemplated by the Master Agreement.

C.    Borrower has requested that Lender make a Future Advance pursuant to the Master Agreement and that the Mortgaged Properties set forth on Schedule III attached hereto (individually and collectively, the “Additional Mortgaged Property”) be added to the Collateral Pool.

D.    Additional Borrower desires to join into the Master Agreement as if it were an Original Borrower thereunder, subject to certain exclusions and exceptions set forth herein.

E.    The parties are executing this Amendment pursuant to the Master Agreement to reflect (i) the making of a Future Advance by Lender in the amount of $84,031,000 pursuant to Section 2.02(c)(2)(B) (Making Advances) of the Master Agreement (the “Future Advance”); (ii) the joinder of Additional Borrower into the Master Agreement and other Loan Documents (excluding the $30,000,000 Variable Note evidencing the Initial Advance and executed and delivered by Original Borrower on the Initial Effective Date and the $28,677,000 Multifamily Note evidencing

a Future Advance and executed and delivered by Original Borrower on April 26, 2017 (together, the “Existing Note”)) as if it were an Original Borrower thereunder, (iii) the addition of the Additional Mortgaged Property to the Collateral Pool, and (iv) the modification of certain terms and provisions of the Master Agreement, all as more particularly set forth herein.

NOW, THEREFORE, the parties hereto, in consideration of the mutual promises and agreements contained in this Amendment and the Master Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby agree as follows:

Section 1.Recitals. The recitals set forth above are incorporated herein by reference as if fully set forth in the body of this Amendment.

Section 2.Future Advance. In connection with this Amendment, Lender is making a Future Advance to Borrower in the amount of $84,031,000.

Section 3.Addition of Additional Mortgaged Properties. The Additional Mortgaged Property is hereby added to the Collateral Pool under the Master Agreement.

Section 4.Joinder. Additional Borrower hereby joins the Master Agreement and Loan Documents (excluding the Security Instruments delivered by Original Borrower (as the same may be amended, restated, supplemented, or otherwise modified from time to time)) as if it were an Original Borrower thereunder. Borrower agrees that all references to “Borrower” in the Loan Documents (including, but not limited to, the Master Agreement and the Note, but excluding the Security Instruments delivered by Original Borrower (as the same may be amended, restated, supplemented, or otherwise modified from time to time)) shall be deemed to include Additional Borrower and Original Borrower (except that Additional Borrower is not hereby included in any reference in any Loan Document to the “Borrower” as mortgagor or borrower under the Security Instruments delivered by Original Borrower or any amendments, restatements, supplements or modifications thereof), and all references to “Mortgaged Property” in the Loan Documents (other than the Security Instruments executed by Original Borrower) shall be deemed to include the Additional Mortgaged Property.

Section 5.Reaffirmation and Consent. Original Borrower hereby reaffirms its obligations pursuant to the Master Agreement and consents to the terms hereof.

Section 6.Schedule 1 to the Master Agreement. Schedule 1 to the Master Agreement is hereby amended to add the following definition in appropriate alphabetical order:

“Shell Borrower” means individually and collectively, (i) ARHC KB Borrower 1, LLC, (ii) ARHC KB Borrower 2, LLC, (iii) ARHC KB Borrower 3, LLC, (iv) ARHC KB Borrower 4, LLC, (v) ARHC KB Borrower 5, LLC, (vi) ARHC KB Borrower 6, LLC, (vii) ARHC KB Borrower 7, LLC, (viii) ARHC KB Borrower 8, LLC, (ix) ARHC KB Borrower 9, LLC, (x) ARHC KB Borrower 10, LLC, (xi) ARHC KB Borrower 11, LLC, (xii) ARHC KB Borrower 12, LLC, (xiii) ARHC KB Borrower

13, LLC, (xiv) ARHC KB Borrower 14, LLC and (xv) ARHC KB Borrower 15, LLC, each a Delaware limited liability company.

Section 7.Summary of Master Terms. Section I of Schedule 2 to the Master Agreement is hereby deleted in its entirety and replaced with Section I of Schedule 2 attached hereto.

Section 8.Schedule of Advance Terms. The Schedule of Advance Terms to the Master Agreement is hereby supplemented with Schedule 3.3 attached hereto.

Section 9.Prepayment Premium Schedule. The Prepayment Premium Schedule to the Master Agreement is hereby supplemented with Schedule 4.3 attached hereto.

Section 10.Condominium Provisions – Prairie Hills at Cedar Rapids.

(a)    The Additional Mortgaged Property commonly known as Prairie Hills at Cedar Rapids is subject to a condo regime as established by that certain Declaration of Submission of Property to Horizontal Property Regime dated December 29, 2010, as recorded December 30, 2010 in the official records of Linn County, Iowa.

(b)    Section 6.01(d) of the Master Agreement is hereby deleted in its entirety and replaced with the following:

Borrower is the sole owner or ground lessee of the Mortgaged Property. If any Mortgaged Property is a condominium, a legal, valid, and binding declaration establishing such condominium is in full force and effect, and Borrower has good, valid, marketable, and indefeasible title in fee to each and every condominium unit and its appurtenant undivided interest in the applicable common elements related to each condominium unit subject to such declaration and the condominium units and their appurtenant interests created by the declaration in the aggregate comprise the entire integrated structure of which each such unit is a part.

(c)    The Master Agreement is hereby amended by adding Schedule 20 attached hereto.

Section 11.Required Replacement Schedule. Schedule 5 to the Master Agreement is hereby supplemented with Schedule 5.1 attached hereto.

Section 12.Required Repair Schedule. Schedule 6 to the Master Agreement is hereby supplemented with Schedule 6.1 attached hereto.

Section 13.Ownership Interest Schedule. Schedule 13 to the Master Agreement is hereby deleted in its entirety and replaced with Schedule 13 attached hereto.

Section 14.Exceptions to Representations and Warranties. Schedule 16 of the Master Agreement is hereby supplemented with Schedule 16.1 attached hereto.

Section 15.Exhibit A. Exhibit A to the Master Agreement is hereby deleted in its entirety and replaced with Exhibit A attached hereto.

Section 16.Section 11.03(h) (Permitted Transfers) of the Master Agreement. A new subsection (2) of Section 11.03(h) (Additional Permitted Transfers) of the Master Agreement is hereby added as follows:

Upon satisfaction of the terms and conditions of Section 2.02(c) (Making Advances) and Section 2.10(c) (Right to Add Additional Mortgaged Properties As Collateral) of the Master Agreement in connection with the making of a Future Advance in connection with the addition of an Additional Mortgaged Property pursuant to Section 2.02(c) (Making Advances) of the Master Agreement, Shell Borrower is permitted to (i) acquire, hold, own, lease, and manage a Multifamily Residential Property (either in fee simple or as tenant under a ground lease meeting all of the Underwriting and Servicing Requirements) so long as such Shell Borrower adds such Mortgaged Property to the Collateral Pool as an Additional Mortgaged Property, and (ii) merge with the entity that owned the Additional Mortgaged Property immediately prior to Shell Borrower (“Prior Owner”), so long as such Prior Owner is a Borrower Affiliate and Shell Borrower is the surviving entity following the completion of the merger.

Section 17.Capitalized Terms. All capitalized terms used in this Amendment which are not specifically defined herein shall have the respective meanings set forth in the Master Agreement, as amended hereby.

Section 18.Full Force and Effect. Except as expressly modified by this Amendment, all terms and conditions of the Master Agreement shall continue in full force and effect.

Section 19.Counterparts. This Amendment may be executed in counterparts by the parties hereto, and each such counterpart shall be considered an original and all such counterparts shall constitute one and the same instrument.

Section 20.Applicable Law. The provisions of Section 15.01 of the Master Agreement (entitled Choice of Law; Consent to Jurisdiction) and Section 15.02 (Waiver of Jury Trial) are hereby incorporated into this Amendment by this reference to the fullest extent as if the text of such provisions were set forth in their entirety herein.

Section 21.Authorization. Borrower represents and warrants that Borrower is duly authorized to execute and deliver this Amendment and is and will continue to be duly authorized to perform its obligations under the Master Agreement, as amended hereby.

Section 22.Compliance with Loan Documents. The representations and warranties set forth in the Loan Documents executed or assumed by Borrower, as amended hereby, are true and

correct with the same effect as if such representations and warranties had been made on the date hereof, except for such changes as are specifically permitted under the Loan Documents and except for the exceptions to representations and warranties set forth on Schedule 16.1 attached hereto. In addition, Borrower has complied with and is in compliance with all of its covenants set forth in the Loan Documents, as amended hereby.

Section 23.No Event of Default. Borrower represents and warrants that, as of the date hereof, no Event of Default under the Loan Documents executed or assumed by Borrower, as amended hereby, or event or condition which, with the giving of notice or the passage of time, or both, would constitute an Event of Default, has occurred and is continuing.

Section 24.Costs. Borrower agrees to pay all fees and costs (including attorneys’ fees) incurred by Fannie Mae and Lender in connection with this Amendment.

Section 25.Continuing Force and Effect of Loan Documents. Except as specifically modified or amended by the terms of this Amendment, all other terms and provisions of the Master Agreement and the other Loan Documents are incorporated by reference herein and in all respects shall continue in full force and effect. Each Borrower, by execution of this Amendment, hereby reaffirms, assumes and binds itself to all of the obligations, duties, rights, covenants, terms and conditions that are contained in the Master Agreement and the other Loan Documents executed or assumed by it, including Section 15.01 (Choice of Law; Consent to Jurisdiction), Section 15.02 (Waiver of Jury Trial), Section 15.05 (Counterparts), Section 15.08 (Severability; Entire Agreement; Amendments) and Section 15.09 (Construction) of the Master Agreement.

IN WITNESS WHEREOF, the parties hereto have signed and delivered this Amendment under seal (where applicable) or have caused this Amendment to be signed and delivered under seal (where applicable) by their duly authorized representatives. Where Applicable Law so provides, the parties hereto intend that this Amendment shall be deemed to be signed and delivered as a sealed instrument.

ORIGINAL BORROWER:

ARHC LSSMTMO01, LLC,

each a Delaware limited liability company

By:    /s/ Jesse Galloway (SEAL)

Name:    Jesse Galloway

Title:    Authorized Signatory

each a Delaware limited liability company

By:    /s/ Jesse Galloway (SEAL)

Name:    Jesse Galloway

Title:    Authorized Signatory

LENDER:

KEYBANK NATIONAL ASSOCIATION, a national banking association

By:    /s/ Sharon D. Callahan (SEAL)

Name:    Sharon D. Callahan

Title:    Vice President

By:    /s/ Michael W. Dick (SEAL)

Name:    Michael W. Dick

Title:    Assistant Vice President

ARHC PVVLGKS01, LLC, a Delaware limited liability company

ARHC APNVLMI01, LLC, a Delaware limited liability company

ARHC SCKCYMO01, LLC, a Delaware limited liability company

ARHC LSSMTMO01, LLC, a Delaware limited liability company

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Borrower Initials

All capitalized terms used but not defined in this Prepayment Premium Schedule shall have the meanings assigned to them in the Master Agreement.

(a)    Any Prepayment Premium payable under Section 2.04 (Prepayment; Prepayment Lockout; Prepayment Premium) of the Master Agreement shall be equal to the following percentage of the amount of principal being prepaid at the time of such prepayment, acceleration or application:

(b)    Notwithstanding the provisions of Section 2.04 (Prepayment; Prepayment Lockout; Prepayment Premium) of the Master Agreement or anything to the contrary in this Prepayment Premium Schedule, no Prepayment Premium shall be payable with respect to any prepayment made on or after the last calendar day of the fourth (4th) month prior to the month in which the Maturity Date occurs.

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Borrower Initials

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Borrower Initials

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Borrower Initials

1.Section 4.01(f) (Effect of Master Agreement on Financial Condition) and Section 4.01(i) (No Bankruptcies or Judgments). Until such time as a Multifamily Residential Property meeting all of the Underwriting and Servicing Requirements is acquired by such Shell Borrower and concurrently added to the Collateral Pool in connection with a Future Advance made subject to and in accordance with the terms of the Master Agreement, such Shell Borrower will be rendered Insolvent by the transactions contemplated by the provisions of the Master Agreement and other Loan Documents and such Shell Borrower will not have sufficient working capital to pay all of such Shell Borrower’s outstanding debts as they come due, including all Debt Service Amounts.

The foregoing Master Agreement is hereby modified as follows:

1.Capitalized terms used and not specifically defined herein have the meanings given to such terms in the Master Agreement.

2.The Definitions Schedule is hereby amended by adding the following new definitions in the appropriate alphabetical order:

“Condominium” has the meaning set forth in the Security Instrument securing the Mortgaged Property commonly known as Prairie Hills at Cedar Rapids (the “Prairie Hills Security Instrument”).

“Condominium Act” has the meaning set forth in the Prairie Hills Security Instrument.

“Condominium Documents” has the meaning set forth in the Prairie Hills Security Instrument.

3.Section 14.01(a) (Events of Default – Automatic Events of Default) of the Master Agreement is hereby amended by adding the following provision to the end thereof:

(22)    Borrower (A) terminates or revokes or attempts to terminate or revoke the appointment of Lender as Borrower’s proxy or attorney-in-fact either permanently or as to any election in the Condominium Act or Condominium Documents, or (B) modifies or attempts to modify the terms of the Condominium Documents without the prior written consent of Lender.

4.Section 14.03(c) (Appointment of Lender as Attorney-in-Fact) of the Master Agreement is hereby amended by adding the following provision to the end thereof:

(15)    perform all of the obligations and exercise all of the rights and powers of Borrower under the Condominium Documents.

5.The following article is hereby added to the Master Agreement as Article 16 (Condominium Provisions):

The representations and warranties made by Borrower to Lender in this Section 16.01 (Condominium Provisions – Representations and Warranties) are made as of the Effective Date of the Addition of the Mortgaged Property commonly known as Prairie Hills at Cedar Rapids to the Collateral Pool.

(a)    The Mortgaged Property commonly known as Prairie Hills at Cedar Rapids is a Condominium and constitutes all of the condominium units and all of the common elements comprising the Condominium as set forth in the Condominium Documents.

(b)    None of the condominium units and no portion of the common elements comprising the Condominium have been sold, conveyed or encumbered or are subject to any agreement to sell, convey or encumber.

Notwithstanding Borrower’s payment of annual assessments or special assessments levied under the terms of the Condominium Documents to provide any repairs to or maintenance of any of the common elements, Borrower shall deposit any Initial Replacement Reserve Deposit, Repairs Deposit and Monthly Replacement Reserve Deposit required pursuant to the terms of this Master Agreement.

Borrower shall maintain insurance in accordance with Lender’s guidelines on all of the Mortgaged Property commonly known as Prairie Hills at Cedar Rapids, including any common areas.

Borrower agrees to indemnify and hold Lender harmless from and against any and all losses, costs, liabilities, or damages (including reasonable attorneys’ fees and disbursements) arising out of (1) the failure of Borrower to comply with any state or local law, ordinance, statute, rule, or regulation by any Governmental Authority covering the Condominium, (2) any claim of any unit owner or tenant of any unit owner as a result of any violation, breach, misrepresentation, fraud, act, or omission of any obligation of Borrower as set forth in the Condominium Documents, or (3) the performance by Lender of any of the rights and powers of Borrower under the Condominium Documents, provided that Borrower shall have no indemnity obligation if such losses, costs, liabilities, or damages arise as a result of the willful misconduct or gross negligence of Lender, Lender’s agents, employees or representatives as determined by a court of competent jurisdiction pursuant to a final non-appealable court order.

Borrower acknowledges and consents to the exercise by Lender of the power of attorney and proxy granted by Borrower to Lender with respect to rights of Borrower in connection with the Condominium.

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