CREDIT AGREEMENT BY AND AMONG BEHRINGER HARVARD MULTIFAMILY OP I LP, and BEHRINGERHARVARD ORANGE, LLC (doing business as Grand Reserve Orange) collectively, as Borrower AND NORTHMARQ CAPITAL, LLC, as Lender March 26,2010

within fifteen (15) days following Notice thereof from Servicer (or Lender) of Borrower’s non-compliance with the Sublimits, then, for so long as Borrower fails to comply with the Sublimits, 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, further adjusted, if at all, in accordance with Schedule 3.2, as a result of the duration of such Base Rate Borrowing Tranche(s).

4.3.2.3.                               In the event of a casualty or condemnation affecting any of the Collateral Pool Properties, any award and/or proceeds payable with respect to such casualty or condemnation and applied to Borrower’s Obligations in accordance with the provisions of the applicable Security Instrument shall be applied without any Prepayment Fee or other penalty, and this Agreement, and the parties’ obligations under the Loan Documents, shall be terminated, at Borrower’s election in accordance with Section 2.13.

4.3.2.4.                               Any mandatory prepayment of the Loan in accordance with the provisions of this Section 4.3.2 shall be applied, as directed by Borrower, to a particular Base Rate Borrowing Tranche or Base Rate Borrowing Tranches under the Revolving Credit Note until the Revolving Credit Note has been repaid in full or, in the absence of any specific direction from Borrower, as selected by Lender in its sole discretion.

4.4.                              Prepayment Fee.

Unless Borrower for any reason (i) repays a Borrowing Tranche permitted hereunder accruing interest at the Prime Rate or (ii) repays all or a part of a Base Rate Borrowing Tranche upon the expiration of such Base Rate Borrowing Tranche’s Interest Period, any prepayment under Section 4.3 shall be accompanied by a prepayment fee (the “Prepayment Fee”).  The Prepayment Fee for any Base Rate Borrowing Tranche shall be an amount equal to the interest, applicable to the particular Borrowing Tranche being prepaid, which would have otherwise accrued over the remainder of the applicable Interest Period.  The Prepayment Fee shall not constitute the payment of interest and therefore shall not be included in the calculation of Facility Debt Service Coverage Ratio or the determination of Borrower’s compliance with the Sublimits set forth in Section 2.5.3.  In addition, upon Lender’s exercise of any right of acceleration under this Agreement, the Revolving Credit Note, or any other Loan Document following an Event of Default, Borrower shall pay to Lender the Prepayment Fee on all Base Rate Borrowing Tranches at the time of acceleration in addition to all interest accrued thereon, and all other sums and fees payable to Lender hereunder.

4.5.                              Additional Payment Obligations.

Notwithstanding anything to the contrary set forth herein, if Lender shall determine that the Facility Debt Service Coverage Ratio is less than required pursuant to Section 2.5.3.2 or that the Loan to Value Ratio exceeds the ratio permitted in accordance with Section 2.5.3.1, and such noncompliance shall remain uncured for fifteen (15) days following Notice thereof from Servicer (or Lender), then, for so long as Borrower fails to comply with the Sublimits, 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, further adjusted, if at all, in accordance with Schedule 3.2, as a result of the

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duration of such Base Rate Borrowing Tranche(s).  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, the same shall constitute an Event of Default.

4.6.                              Additional Compensation in Certain Circumstances.

4.6.1.                     Increased Costs Resulting from Taxes, Etc.

If any change in any Law, guideline or interpretation or application thereof by any Official Body charged with the interpretation or administration thereof or compliance with any written request or directive of any Official Body (other than as a result of any misconduct or omissions by Lender) which is applicable to Lender:

4.6.1.1.                               subjects Lender to any tax or changes the basis of taxation with respect to this Agreement, the Revolving Credit Note, the Loan or payments by Borrower of any principal, interest, fees, or other amounts due from Borrower hereunder or under the Revolving Credit Note (except for taxes on the overall net income of Lender and any franchise, income, corporate, personal property, capital levy, capital stock, gross receipts, excess profits, transfer, revenue, or succession tax imposed on Lender);

4.6.1.2.                               imposes upon Lender any condition or denies Lender any right, the result of which is to increase the cost to, reduce the income receivable by, or impose any expense (including breakage costs) upon Lender with respect to this Agreement, the Revolving Credit Note or the making, maintenance or funding of any Borrowing Tranche by an amount which Lender in its discretion deems to be material;

then Lender shall from time to time notify Borrower of the amount determined in good faith (using any averaging and attribution methods employed in good faith) by Lender to be necessary to compensate Lender for such increase in cost.  Such Notice shall set forth in reasonable detail the basis for such determination.  Such amount shall be due and payable by Borrower to Lender thirty (30) days after such Notice is given.

4.6.2.                     Termination.

Upon the occurrence of any event described in Section 4.6.1, Borrower may elect to terminate this Agreement and the parties’ obligations under the Loan Documents in accordance with the provisions of Section 2.13, and Borrower’s obligations hereunder shall terminate upon Borrower’s repayment in full of the Loan and the Borrower shall not be obligated to pay the fees set forth in Section 2.13.4.

4.6.3.                     Indemnity.

In addition to the compensation required by Section 4.6.1, Borrower shall jointly and severally indemnify Lender and Servicer against all liabilities, losses or expenses (including breakage costs) which Lender and/or Servicer sustains or incurs as a consequence of any:

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4.6.3.1.                               attempt by Borrower to revoke (expressly, by later inconsistent notices or otherwise) in whole or part any Loan Request under Section 2.5, any request to release a Collateral Pool Property under Section 2.10, or notice relating to prepayments under Section 4.3, or

4.6.3.2.                               default by Borrower in the performance or observance of any covenant or condition contained in this Agreement or any other Loan Document, including any failure of Borrower to pay when due (by acceleration or otherwise) any principal, interest, Prepayment Fee, Unused Facility Fee, Minimum Usage Fee or any other amount due hereunder.

If Lender sustains or incurs any such loss or expense, it shall from time to time notify Borrower of the amount determined in good faith by Lender (which determination may include such assumptions, allocations of costs and expenses and averaging or attribution methods as Lender shall deem reasonable) to be necessary to indemnify Lender for such loss or expense.  Such Notice shall set forth in reasonable detail the basis for such determination (which shall be conclusive absent manifest error).  Such amount shall be due and payable by Borrower to Lender thirty (30) days after such Notice is given.

5.                                       CONDITIONS OF LENDING

The obligation of Lender to fund the Loan hereunder is subject to the performance by Borrower of its Obligations to be performed hereunder at or prior to the funding of any Base Rate or permitted Prime Rate Borrowing Tranche(s), and to the satisfaction of the following further conditions:

5.1.                              Initial Borrowing Tranche.

On the Closing Date:

5.1.1.                     Delivery of Loan Documents.

All Loan Documents not previously executed and delivered to Lender shall have been duly executed and delivered to Lender, together with all appropriate financing statements.

5.1.2.                     Validity of Representations.

The representations and warranties of Borrower contained in Section 6 and in each of the other Loan Documents shall be true and accurate in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein), and Borrower shall have performed and complied with all covenants and conditions hereof and thereof, no Event of Default or Potential Default shall have occurred and be continuing or shall exist.

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5.1.3.                     Officer’s Certificate.

There shall be delivered to and for the benefit of Lender a certificate, in form and substance acceptable to Lender, dated the Closing Date and signed by an Authorized Officer, certifying as appropriate as to:

5.1.3.1.                               all required actions taken by Borrower in connection with this Agreement and the other Loan Documents;

5.1.3.2.                               the names of the officer or officers authorized to sign this Agreement and the other Loan Documents and the true signatures of such officer or officers and specifying the Authorized Officers and Authorized Representatives permitted to act on behalf of Borrower for purposes of this Agreement and the true signatures of such Authorized Officers and Authorized Representatives, on which Lender may conclusively rely;

5.1.3.3.                               copies of the organizational documents of Borrower including its certificate of incorporation, by-laws, certificate of limited partnership, partnership agreement, certificate of formation, and limited liability company agreement, as applicable, as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of Borrower in each state where organized or qualified to do business and bring-down certificates by facsimile dated within thirty (30) days of the Closing Date, all of which shall be attached to such officer’s certificate; and

5.1.3.4.                               the matters described in Section 5.1.8.

5.1.4.                     Opinion of Counsel.

There shall be delivered to Lender, written opinions of counsel for Borrower dated the Closing Date and in form and substance satisfactory to Lender and its counsel as to matters customary to the transactions contemplated herein, or as Lender may reasonably request.

5.1.5.                     Legal Details.

All legal details and proceedings in connection with the transactions contemplated by this Agreement and the other Loan Documents shall be in form and substance satisfactory to Lender and counsel for Lender, and Lender shall have received all such other counterpart originals or certified or other copies of such documents and proceedings in connection with such transactions, in form and substance satisfactory to Lender and said counsel, as Lender or said counsel may reasonably request.

5.1.6.                     Payment of Fees.

Borrower shall have paid or caused to be paid to Lender and Freddie Mac to the extent not previously paid all fees accrued through the Closing Date and all of Lender’s and Freddie Mac’s costs and expenses, including, but not limited to, attorneys’ fees, title insurance premiums, surveys, appraisals, all costs incurred in obtaining environmental, engineering and credit reports,

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all third party due diligence costs and other costs and expenses incurred by either Lender or Freddie Mac in connection with the closing of this Loan.

5.1.7.                     Consents.

All material consents required to effectuate the transactions contemplated hereby shall have been obtained.

5.1.8.                     No Material Adverse Change.

Since the date of Borrower’s formation, no Material Adverse Change shall have occurred; prior to the Closing Date, there shall have been no material change in the ownership or management of Borrower.

5.1.9.                     No Violation of Laws.

The making of the Loan shall not contravene any Law applicable to Borrower, its Affiliates or Lender.

5.1.10.               No Actions or Proceedings.

No action, proceeding, investigation, regulation or legislation shall have been instituted, or, to Borrower’s knowledge threatened or proposed before any court, governmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, this Agreement, the other Loan Documents or the consummation of the transactions contemplated hereby or thereby or which, in Lender’s sole discretion, would make it inadvisable to consummate the transactions contemplated by this Agreement or any of the other Loan Documents.

5.1.11.               Collateral Initially Included in Collateral Pool.

With respect to the Collateral which is part of the Collateral Pool at Closing, Borrower shall have delivered all Underwriting Materials required hereunder for inclusion of such Collateral into the Collateral Pool, and Lender shall have approved the inclusion therein.

5.1.12.               Other Conditions.

Borrower shall have satisfied such other reasonable conditions as required by Lender or Lender’s legal counsel.

5.2.                              Each Subsequent Borrowing Tranche.

At the time of funding of any Base Rate Borrowing Tranche (excluding renewals, conversions and continuances of any outstanding Base Rate Borrowing Tranche(s) which do not increase the outstanding principal amount of the Loan made hereunder) other than the funds advanced on the Closing Date, and after giving effect to the proposed extensions of credit: (i) the representations and warranties of Borrower contained in Section 6 and in the other Loan Documents shall be true and correct in all material respects on and as of the date of the funding

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of any such Base Rate Borrowing Tranche with the same effect as though such representations and warranties had been made on and as of the date of the funding of any such Base Rate Borrowing Tranche (except representations and warranties that expressly relate solely to an earlier date or time, which representations and warranties shall be true and correct in all material respects on and as of the specific dates or times referred to therein and except such changes as would not constitute a Material Adverse Change) and Borrower shall have performed and complied with all covenants and conditions hereof; (ii) no Event of Default or, to Borrower’s knowledge, Potential Default shall have occurred and be continuing or shall exist; (iii) the funding of any Borrowing Tranche shall not contravene any Law applicable to Borrower, its Affiliates or Lender; (iv) Borrower shall have delivered to Lender a duly executed and completed Loan Request or Renewal Request, as the case may be; and (v) Borrower shall have paid all fees and expenses incurred by Lender or Servicer in connection therewith.

6.                                       REPRESENTATIONS AND WARRANTIES

6.1.                              Representations and Warranties.

Borrower represents and warrants to Lender, as of the date hereof and at all times throughout the term of this Agreement, as follows:

6.1.1.                     Organization and Qualification.

Borrower is a corporation, partnership, limited liability company, or real estate investment trust, duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization or formation, as the case may be, and Borrower has the lawful power to own or lease the Collateral Pool Properties and to engage in the business it presently conducts or proposes to conduct.  Borrower is duly licensed or qualified and in good standing in all jurisdictions where the property owned or leased by it or where the nature of the business transacted by it or both makes such licensing or qualification necessary and where the failure to be so qualified would result in a Material Adverse Change.

6.1.2.                     Single Asset Entity.

Each Borrower (other than BHOP) and Proposed Borrower is a Single Asset Entity, and each Borrower (other than BHOP) and Proposed Borrower agrees to limit its operations to owning, maintaining and operating only the Collateral Pool Properties.

6.1.3.                     Power and Authority.

Borrower has full power to enter into, execute, deliver and carry out this Agreement and the other Loan Documents to which it is a party, to incur the Loan contemplated by the Loan Documents and to perform its Obligations under the Loan Documents to which it is a party, and all such actions have been duly authorized by all necessary proceedings on its part.

6.1.4.                     Validity and Binding Effect.

This Agreement has been duly and validly executed and delivered by Borrower and each other Loan Document which Borrower is required to execute and deliver on or after the date

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hereof will have been duly executed and delivered by Borrower on the required date of delivery of such Loan Document.  This Agreement and each other Loan Document constitutes, or will constitute, legal, valid and binding obligations of Borrower on and after its date of delivery thereof, enforceable against Borrower in accordance with its terms, except to the extent that enforceability of any of such Loan Documents may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforceability of creditors’ rights generally or limiting the right of specific performance.  There is no offset, defense, counterclaim or right of rescission with respect to any of the Loan Documents.

6.1.5.                     No Conflict.

Neither the execution and delivery of this Agreement or the other Loan Documents by Borrower nor the consummation of the transactions herein or therein contemplated or compliance with the terms and provisions hereof or thereof by any of them will conflict with, constitute a default under or result in any breach or violation of (i) the terms and conditions, as applicable, of the certificate of incorporation, by-laws, certificate of limited partnership, partnership agreement, certificate of formation, limited liability company agreement or other organizational documents of Borrower or its Affiliates, (ii) any Law or any material agreement or instrument or order, writ, judgment, injunction or decree to which Borrower or any of its Affiliates is a party or is subject, or by which Borrower or any of its Affiliates is bound, or (iii) result in the creation or enforcement of any Lien, charge or encumbrance whatsoever upon any property (now or hereafter acquired) of Borrower (other than Liens granted or permitted under the Loan Documents), nor will they result in or require (except as specifically contemplated by this Agreement) the creation or imposition of any lien of any nature upon any of the collateral of Borrower other than the Liens of the Loan Documents.

6.1.6.                     Litigation.

There are no actions, suits, proceedings or investigations pending, or to Borrower’s knowledge threatened, against Borrower or its Affiliates at law or equity before any Official Body which individually or in the aggregate may result in any Material Adverse Change, subject to Lender’s and Borrower’s rights under Section 2.14.  Neither Borrower nor its Affiliates are in violation of any order, writ, injunction or decree of any Official Body which may result in any Material Adverse Change, subject to Lender’s and Borrower’s rights under Section 2.14.

6.1.7.                     Title to Collateral Pool Properties.

Borrower (other than BHOP solely to the extent of the Collateral Pool Properties) has good and marketable (or, solely in the case of Collateral Pool Properties located in Texas, indefeasible) title to all Collateral Pool Properties and to all other assets which it purports to own or which are reflected as owned on its books and records (except for those assets (not including Collateral Pool Properties) that a Borrower has disposed of since the date of such books and records, either in the ordinary course of business or because they were no longer used or useful in the conduct of such Borrower’s business, provided that any such disposed assets have been replaced by items of comparable value to the extent necessary for such Borrower to operate its property in a manner comparable to that which prevailed prior to such disposition), free and clear of all Liens and encumbrances except the Permitted Exceptions.  The Permitted Exceptions do

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not and will not materially and adversely affect (i) the ability of Borrower to pay in full all sums due under the Revolving Credit Note or any of its other Obligations in a timely manner, (ii) the use of any Collateral Pool Property for the use currently being made thereof, (iii) the operation of any Collateral Pool Property as currently being operated, or (iv) the value of any Collateral Pool Property.

6.1.8.                     Use of Proceeds.

Borrower intends to use the proceeds of the Loan in accordance with Section 2.8.

6.1.9.                     Full Disclosure.

Neither this Agreement nor any other Loan Document, nor any material certificate, statement, agreement or other documents prepared by or on behalf of Borrower and furnished to Lender in connection herewith or therewith, contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein and therein, in light of the circumstances under which they were made, not misleading in any material respect.  There is no fact known to Borrower which materially adversely affects the business, property, assets, financial condition, results of operations or prospects of Borrower, BHMR or, to the extent the same could reasonably be expected to cause a Material Adverse Change, any of its other Affiliates which has not been set forth in this Agreement or in the certificates, statements, agreements, financial projections or other documents furnished in writing to Lender prior to or at the date hereof in connection with the transactions contemplated hereby.

6.1.10.               Taxes.

All federal, state, local and other tax returns required to have been filed with respect to Borrower, BHMR and, to the extent the failure to file the same could reasonably be expected to cause a Material Adverse Change, any of its other Affiliates have been filed, and payment or adequate provision has been made for the payment of all taxes, fees, assessments and other governmental charges which have or may become due pursuant to said returns or to assessments received, except to the extent that such taxes, fees, assessments and other charges are being contested in good faith by appropriate proceedings diligently conducted and for which such reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made.  There are no agreements or waivers extending the statutory period of limitations applicable to any federal income tax return of Borrower, BHMR and, to the extent the existence of such agreements or waivers could reasonably be expected to cause a Material Adverse Change, any of its other Affiliates for any period.

6.1.11.               Consents and Approvals.

Except for the filing of financing statements and the relevant Collateral Pool Property Documents in the appropriate state and county filing offices, there are no other filings, consents or approvals necessary for the execution of this Agreement by Borrower or its performance hereunder or under the Loan Documents, all of which shall have been obtained or made on or prior to the Closing Date.

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6.1.12.               No Event of Default.

No event has occurred and is continuing and no condition exists or will exist after giving effect to the borrowings or other extensions of credit to be made on the Closing Date or thereafter under or pursuant to the Loan Documents, which constitutes an Event of Default.  No event has occurred and is continuing and no condition exists or will exist after giving effect to the borrowings or other extensions of credit to be made on the Closing Date or thereafter under or pursuant to the Loan Documents, which constitutes a Potential Default unless Borrower is curing the same pursuant to any applicable cure periods expressly provided for herein.

6.1.13.               Security Interests.

The Liens and security interests in personal property granted to and for the benefit of Lender pursuant to the Loan Documents constitute and will continue to constitute first priority security interests under the Uniform Commercial Code as in effect in each applicable jurisdiction (the “Uniform Commercial Code”) or other Law, entitled to all the rights, benefits and priorities provided by the Uniform Commercial Code or such Law, subject to the Permitted Exceptions and Lender’s compliance with all applicable provisions of the Uniform Commercial Code or other Law governing the perfection and continuation of such security interests.  Upon the filing of financing statements relating to said security interests in each office in which filing is required under the Uniform Commercial Code or the taking of possession of collateral where possession is required under the Uniform Commercial Code in order to perfect a security interest in such collateral, all such action as is necessary in Lender’s sole but reasonable opinion to establish such rights of Lender will have been taken with respect to security interests that can be perfected by the filing of a financing statement or the taking of possession under the Uniform Commercial Code, and there will be, upon execution and delivery of the Loan Documents, such filings and such taking of possession, no necessity for any further action in order to preserve, protect and continue such rights, except the filing of continuation statements with respect to such financing statements within six (6) months or other period specified in the applicable Uniform Commercial Code prior to the expiration of such filing of such financing statements.  All filing fees and other expenses in connection with each such action have been or will be paid by Borrower.  Without limiting the foregoing representations and warranties, Borrower hereby authorizes Lender to file financing statements, continuation statements and financing statement amendments, in such form as Lender may require to perfect or continue the perfection of such security interests and in all events without Borrower’s signature.

6.1.14.               Mortgage Liens.

Upon filing in the appropriate real property records in the county in which the Collateral Pool Properties are located, the Liens in real property and fixtures granted to and for the benefit of Lender pursuant to the Collateral Pool Property Documents constitute a valid first priority Lien under applicable Law, subject to any Permitted Exceptions.  All such action as will be necessary in Lender’s sole opinion to establish such Lien of Lender and its priority as described in the preceding sentence will be taken at or prior to the time required for such purpose as directed by Lender, and there will be as of the date of execution, delivery and filing of the Collateral Pool Property Documents no necessity for any further action in order to protect, preserve and continue such Lien and such priority (except for the timely filing in the required

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offices of Uniform Commercial Code financing statement continuations).  All filing fees and other expenses in connection with each such action have been or will be paid by Borrower.

6.1.15.               Insurance.

All insurance policies and other bonds to which Borrower and any Affiliates providing insurance coverage for a Borrower or a Collateral Pool Property, whether through a blanket policy or otherwise, are a party are valid and in full force and effect.  No notice has been given, no claim has been made, and no grounds exist, to cancel or avoid any of such policies or bonds or to reduce the coverage provided thereby.  Such policies and bonds provide adequate coverage from reputable and financially sound insurers in amounts sufficient to insure the assets and risks of Borrower and the Collateral Pool Properties in accordance with prudent business practice in the industry of Borrower.

6.1.16.               Material Contracts; Burdensome Restrictions.

All material contracts, indentures, agreements and instruments relating to the Collateral Pool Properties, to which the Borrower and/or its Affiliates are a party (whether by execution thereby, by assignment or otherwise), taken as a whole, are valid, binding and enforceable upon Borrower and such Affiliates, as applicable, and, to Borrower’s knowledge, each of the other parties thereto in accordance with their respective terms (except to the extent that enforceability of any such contracts may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforceability of creditors’ rights generally or limiting the right of specific performance and except as disclosed in writing by Borrower to Lender prior to the date hereof or prior to the date any applicable real property is added to the Collateral Pool).  There is no default under any such contracts, indentures, agreements and instruments by Borrower (or its Affiliates), or to Borrower’s knowledge by any of the other parties thereto, except for defaults which would not result in a Material Adverse Change.  Neither Borrower nor any of its Affiliates is bound by any contractual obligation, or subject to any restriction in any organizational document, or any requirement of Law, which is reasonably expected to result in a Material Adverse Change.

6.1.17.               Investment Companies; Regulated Entities.

Borrower is not an “investment company” registered or required to be registered under the Investment Company Act of 1940 or under the “control” of an “investment company” as such terms are defined in the Investment Company Act of 1940 and shall not become such an “investment company” or under such “control.”  Borrower is not subject to any other federal or state statute or regulation limiting its ability to incur any debt.

6.1.18.               Pension Plans and Benefit Arrangements.

The representations and warranties set forth in this Section 6.1.18 shall only apply to the extent Borrower is at any time, and from time to time, subject to the provisions of ERISA.

6.1.18.1.                         Borrower and each other member of the ERISA Group are in compliance in all material respects with any applicable provisions of ERISA with respect to all Benefit Arrangements, Pension Plans and Multiemployer Plans.  There has been no Prohibited

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Transaction with respect to any Benefit Arrangement or any Pension Plan or, with respect to any Multiemployer Plan, which could result in any material liability of Borrower or any other member of the ERISA Group.  Borrower and all members of the ERISA Group have made when due any and all payments required to be made under any agreement relating to a Multiemployer Plan or any Law pertaining thereto.  With respect to each Pension Plan and Multiemployer Plan, Borrower and each member of the ERISA Group (i) have fulfilled in all material respects their obligations under the minimum funding standards of ERISA, (ii) have not incurred any liability to the PBGC, and (iii) have not had asserted against them any penalty for failure to fulfill the minimum funding requirements of ERISA.

6.1.18.2.                         Each Multiemployer Plan is able to pay benefits thereunder when due.

6.1.18.3.                         Neither Borrower nor any other member of the ERISA Group has instituted or intends to institute proceedings to terminate any Pension Plan.

6.1.18.4.                         No event requiring notice to the PBGC under Section 302(f)(4)(A) of ERISA has occurred or is reasonably expected to occur with respect to any Pension Plan, and no amendment with respect to which security is required under Section 307 of ERISA has been made or is reasonably expected to be made to any Pension Plan.

6.1.18.5.                         The aggregate actuarial present value of all benefit liabilities (whether or not vested) under each Pension Plan, determined on a plan termination basis, as disclosed in, and as of the date of, the most recent actuarial report for such Pension Plan, does not exceed the aggregate fair market value of the assets of such Pension Plan.

6.1.18.6.                         Neither Borrower nor any other member of the ERISA Group has incurred or reasonably expects to incur any material withdrawal liability under ERISA to any Multiemployer Plan.  Borrower nor any other member of the ERISA Group has been notified by any Multiemployer Plan that such Multiemployer Plan has been terminated within the meaning of Title IV of ERISA, and no Multiemployer Plan is reasonably expected to be reorganized or terminated, within the meaning of Title IV of ERISA.

6.1.18.7.                         To the extent that any Benefit Arrangement is insured, Borrower and all members of the ERISA Group have paid when due all premiums required to be paid for all periods through and including the Closing Date.  To the extent that any Benefit Arrangement is funded other than with insurance, Borrower and all other members of the ERISA Group have made when due all contributions required to be paid for all periods through the Closing Date.

6.1.18.8.                         All Pension Plans, Benefit Arrangements and Multiemployer Plans have been administered in accordance with their terms and any Law.

6.1.19.               Other Indebtedness.

Other than the Loan, each Single Asset Entity Borrower (other than BHOP) has not incurred any debt other than (i) unsecured trade debt incurred in the ordinary course of business, (ii) subordinate intercompany debt and (iii) debt otherwise permitted under Section 7.1.11.

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6.1.20.               Solvency.

Borrower is Solvent on a consolidated basis.  After giving effect to the transactions contemplated by the Loan Documents, including the Loan incurred thereunder and the Liens granted to and for the benefit of Lender, Borrower will be Solvent on a consolidated basis.  Borrower has not entered into this Credit Agreement or any Loan Document with the actual intent to hinder, delay, or defraud any creditor, and Borrower has received reasonably equivalent value in exchange for its obligations under the Loan Documents.  Borrower, on a consolidated basis, does not intend to, and Borrower does not believe that it will, incur debts and liabilities beyond its ability to pay such debts as they mature (taking into account the timing and amounts to be payable on or in respect of obligations of Borrower).

6.1.21.               Representations and Warranties in the Loan Documents.

All representations and warranties made by Borrower (or BHMR) in any Loan Document, or certificates delivered in connection therewith, are true, accurate and correct.

6.1.22.               No Bankruptcy Filing.

Borrower is not contemplating either the filing of a petition by it under any state or federal bankruptcy or insolvency laws or the liquidation of all or a major portion of its assets or property of Borrower and Borrower has no knowledge of any Person contemplating the filing of any such petition against Borrower.

6.1.23.               Formation.

BHOP was formed in the State of Delaware.

6.1.24.               Compliance.

Borrower, each Collateral Pool Property and the use thereof and operations thereat by Borrower, comply in all material respects with all applicable Laws.  Borrower is not in default or violation of any order, writ, injunction, decree or demand of any Official Body, the violation of which is reasonably likely to result in a Material Adverse Change.  All required permits, licenses, and certificates for the lawful use and operation of the Collateral Pool Properties, including, but not limited to, certificates of occupancy, apartment licenses, or the equivalent have been obtained and are in full force and effect except where the failure to obtain same would not be reasonably likely to cause a Material Adverse Change.

6.1.25.               Not a Foreign Person.

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

6.1.26.               Labor Matters.

Borrower is not a party to any collective bargaining agreements.

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6.1.27.               Condemnation.

Other than those takings, condemnations or eminent domain proceedings that Borrower has given written Notice of to Lender, no taking, condemnation or eminent domain proceeding has been commenced or, to Borrower’s knowledge, is contemplated with respect to all or any portion of any Collateral Pool Property or for the relocation of roadways providing access to any Collateral Pool Property.

6.1.28.               Utilities and Public Access.

Each Collateral Pool Property has adequate rights of access to public ways and is served by adequate water, sewer, sanitary sewer and storm drain facilities as are adequate for full utilization of such Collateral Pool Property for its use as a multifamily residential property.  All public utilities necessary to the continued use and enjoyment of each Collateral Pool Property as presently used and enjoyed are located in the public right-of-way abutting the premises or an easement for the same, and all such utilities are connected so as to serve each Collateral Pool Property either (i) without passing over other property or, (ii) if such utilities pass over other property, pursuant to valid easements.  All roads necessary for the full utilization of each Collateral Pool Property for its current purpose have been completed and dedicated to public use and accepted by all Official Bodies or are the subject of access easements for the benefit of such Collateral Pool Property.

6.1.29.               No Joint Assessment; Separate Lots.

Borrower has not and shall not suffer, permit or initiate the joint assessment of any Collateral Pool Property (i) with any other real estate property constituting a separate tax lot, and (ii) with any portion of such Collateral Pool Property which may be deemed to constitute personal property, or any other procedure whereby the lien of any taxes which may be levied against such personal property shall be assessed or levied or charged to such Collateral Pool Property as a single lien.  Each Collateral Pool Property is comprised of one or more parcels, each of which constitutes a separate tax lot and none of which constitutes a portion of any other tax lot.

6.1.30.               Assessments.

Except as disclosed in the title insurance policies, there are no pending or, to the Borrower’s knowledge proposed special or other assessments for public improvements or otherwise affecting any Collateral Pool Property, nor, to Borrower’s knowledge are there any contemplated improvements to any Collateral Pool Property that may result in such special or other assessments.

6.1.31.               No Liabilities.

Borrower has no liabilities or obligations including, without limitation, contingent obligations (including, without limitation, liabilities or obligations in tort, in contract, at law, in equity, pursuant to a statute or regulation, or otherwise) prohibited by this Agreement or except as otherwise expressly permitted under this Agreement, including those addressed in Section 7.2.2.

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6.1.32.               No Prior Assignment.

As of the Closing Date, (i) upon execution and delivery of the Security Instrument, Lender shall be collateral assignee of Borrower’s interest under any leases with respect to the Collateral Pool Properties, and (ii) there are no prior assignments of any such leases or any portion of the rents due and payable thereunder or to become due and payable thereunder which are presently outstanding.

6.1.33.               Certificate of Occupancy.

Borrower has obtained (in its own name or is the express successor or assignee of) all permits necessary to use and operate the Collateral Pool Properties for the uses described in Section 2.8, and all such permits are in full force and effect.  The use being made of each Collateral Pool Property is in conformity in all material respects with the certificate of occupancy (or similar certificate applicable to the local jurisdiction of the Collateral Pool Property, if any) in order to allow Borrower to operate the Collateral Pool Property in a manner comparable to the manner under which it was originally underwritten and/or permits for such Collateral Pool Property and any other restrictions, covenants or conditions affecting such Collateral Pool Property, including without limitation, the applicable zoning and land use ordinances, except as otherwise disclosed in writing to Lender prior to the Closing Date or the date the applicable real property was added to the Collateral Pool.  Each Collateral Pool Property contains all equipment necessary to use and operate such Collateral Pool Property in manner comparable to the manner in which the Collateral Pool Property was being operated at the time of Lender’s pre-closing inspection.  Borrower will continue to operate each Collateral Pool Property in the manner in which it is presently being operated in all material respects.

6.1.34.               Intellectual Property.

All trademarks, trade names and service marks that Borrower owns or has pending, or under which Borrower is licensed, are in good standing and uncontested.  Borrower has not infringed, is not infringing, and has not received notice of infringement with respect to any asserted trademarks, trade names or service marks of others.  To Borrower’s knowledge there is no infringement by others of any trademarks, trade names or service marks of Borrower.

6.1.35.               Conduct of Business.

Except as disclosed in writing to Lender, Borrower does not conduct its business “also known as”, “doing business as” or under any other name.

6.1.36.               Title Insurance.

Each Collateral Pool Property is, or will be at the time such Collateral Pool Property is included in the Collateral, covered by a title insurance policy (or an irrevocable commitment by a title insurance company to insure the same) acceptable to Lender, provided that Lender acknowledges that the title insurance policies to be delivered to the Lender pursuant to the title commitments delivered and approved by Lender prior to the Closing Date or the addition of any real property to the Collateral Pool are acceptable to Lender.

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6.1.37.               No Default.

The execution, delivery and performance of the obligations imposed on Borrower, if any, under this Agreement, the Revolving Credit Note and the other Loan Documents will not cause Borrower to be in default under the provisions of any agreement, judgment or order to which Borrower is a party or by which Borrower is bound.  There is no litigation or other claim pending before any court or administrative or governmental body or overtly threatened by a written communication against Borrower, any Collateral Pool Property, or any other property of Borrower which would result in a Material Adverse Change or which is not covered by insurance.

6.1.38.               Condition of the Collateral Pool Properties.

To the extent that any Collateral Pool Property has been damaged by fire, water, wind, earthquake or other cause of loss prior to the Closing Date, or prior to the inclusion of the real property to the Collateral Pool, as the case may be, such Collateral Pool Property has been fully restored as of the such Closing Date, or date of such inclusion.

6.1.39.               Non-Residential Leases.

Each Collateral Pool Property is a multi-family housing project.  Gross income derived from commercial space, if any, located in any Collateral Pool Property shall not exceed twenty-five percent (25%) of the total gross income of such Collateral Pool Property except as otherwise approved in writing by Lender (in its sole discretion).  Except as approved by Lender in writing prior to the Closing Date or, in connection with adding Collateral Pool Properties to the Collateral in accordance with Section 2.9 hereof, the date such Collateral Pool Property is added to the Collateral, neither Borrower, nor any general partner, managing member or principal thereof, is an Affiliate or otherwise related to the lessee under any leases for laundry equipment, telecommunications, television or similar systems on or about any of the Collateral Pool Properties.  For the purposes of this Section, leases of parking to tenants shall not be deemed to be derived from commercial space.

6.1.40.               No Low Income Housing Tax Credit.

Except as disclosed to Lender in writing, Borrower has not claimed, nor does Borrower intend to claim, a low income housing tax credit for any of the Collateral Pool Properties under Section 42 of the Internal Revenue Code of 1986, or any successor Section thereto.  Should Borrower later decide to pursue claiming such a tax credit, Borrower will not proceed without obtaining Lender’s prior written consent to do so, to be granted in Lender’s sole discretion.

6.1.41.               No Restrictions.

Except as disclosed to Lender in writing prior to the addition of the applicable Collateral Pool Property, there are no rent level restrictions or tenant income restrictions on any Collateral Pool Property.

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6.1.42.               No Adverse Affect on the Loan.

Nothing involving the Collateral Pool Properties, Borrower or Borrower’s credit standing may be reasonably expected to (i) cause any payments under this Agreement, the Revolving Credit Note or any other Loan Documents to become delinquent or (ii) adversely affect the Market Value of any Collateral Pool Property.

6.1.43.               Term of Leases.

Except as otherwise permitted under the applicable Security Instrument, all Leases for residential dwelling units with respect to the Collateral Pool Properties shall be on forms approved by Lender, shall be for initial terms of at least one (1) month and not more than two (2) years, and shall not include options to purchase.

6.1.44.               Authorized Officer/Authorized Representative.

The officers and employees of Borrower who are now (or in the future become) Authorized Officers of Borrower (i) are duly appointed officers of the Borrower, and (ii) are familiar with the organization and operations of Borrower and with the operations of the Collateral Pool Properties which are the subject of any certification or Notice delivered by such Authorized Officer.

The officers and employees of Borrower who are now (or in the future become) Authorized Representatives of Borrower are familiar with the organization and operations of Borrower and with the operations of the Collateral Pool Properties which are the subject of any certification or Notice delivered by such Authorized Representative.

6.1.45.               Fraudulent Conveyances.

Borrower has not entered into any agreements, transactions or series of transactions with the intent to hinder, delay, or defraud any creditor, and Borrower has not entered into any agreements, transactions or series of transactions other than for valid consideration of reasonably equivalent value in exchange for its obligations thereunder.

6.1.46.               Affiliate Transactions.

Except as approved in writing by Lender, Borrower has not entered into and is not a party to any contract, lease or other agreement with any Person directly or indirectly controlling, controlled by, or under common control with Borrower for the provision of any service, materials or supplies to any Collateral Pool Property (including any contract, lease or agreement for the provision of property management services, cable television services or equipment, gas, electric or other utilities, security services or equipment, laundry services or equipment, or telephone services or equipment).

6.1.47.               No Existing Material Adverse Circumstances.

As of the date hereof, there exists no set of circumstances which, had such circumstances arisen subsequent to the date hereof, would constitute a Material Adverse Change.

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6.1.48.               Collateral Pool Properties.

Each Collateral Pool Property is fully constructed and has received all final certificates of occupancy.

6.2.                              Updates.

Borrower shall provide with each Loan Request that will result in an increase in the Loan, written revisions to any representations or warranties in this Agreement which to Borrower’s knowledge which have become outdated or incorrect in any material respect.  In addition, should any such updates, corrections or additions relate to a matter which would be a Material Adverse Change, Borrower shall promptly provide Lender in writing with such revisions as may be necessary or appropriate, to correct or update same.  Notwithstanding the providing of revised information, a breach of warranty or representation resulting from the prior inaccuracy or incompleteness shall not be deemed to have been cured thereby or waived by Lender unless and until Lender, in its sole and absolute discretion, shall have accepted in writing such revisions or updates; further provided that no representation or warranty shall be deemed to have been updated by any such revision unless and until Lender funds the additional Loan Request.

6.3.                              Survival of Representations and Warranties.

Borrower agrees that (i) all of the representations and warranties of Borrower set forth in this Agreement and in the other Loan Documents delivered on the Closing Date are made as of the Closing Date (except as expressly otherwise provided) and (ii) all representations and warranties made by Borrower shall survive the delivery of the Revolving Credit Note and continue (a) for so long as any amount remains owing to Lender under this Agreement, the Revolving Credit Note or any of the other Loan Documents or (b) until the date on which Lender releases all assets in the Collateral Pool from any Lien securing the Loan Documents pursuant to the provisions of Section 2.10 or Section 2.15, whichever is later.  Unless waived in writing, all representations, warranties, covenants and agreements made in this Agreement or in the other Loan Documents shall be deemed to have been relied upon by Lender notwithstanding any investigation heretofore or hereafter made by Lender or on its behalf.

7.                                       COVENANTS

7.1.                              Covenants.

Borrower covenants and agrees that until the later of (i) payment in full of the Loan and interest thereon, and satisfaction of all of the other Obligations of Borrower under the Loan Documents and (ii) the Expiration Date, Borrower shall comply at all times with the following covenants:

7.1.1.                     Preservation of Existence.

Borrower shall, and shall cause each of its Affiliates to, maintain its legal existence as a corporation, general or limited partnership or limited liability company and its license or qualification and good standing in each jurisdiction in which its ownership or lease of property or the nature of its business makes such license or qualification necessary unless the failure to

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maintain the same shall not result in a Material Adverse Change to Borrower or any Collateral Pool Property.

7.1.2.                     Maintenance of Collateral Pool Properties and Leases.

Borrower (i) shall not commit waste or permit impairment or deterioration of the Collateral Pool Properties, (ii) shall not abandon any Collateral Pool Property, (iii) shall restore or repair promptly, in a good and workmanlike manner, any damaged part of any Collateral Pool Property to the equivalent of its original condition, or such other condition as Lender may approve in writing, whether or not insurance proceeds or condemnation awards are available to cover any costs of such restoration or repair (provided that Lender shall make any insurance proceeds or condemnation awards received by Lender available to Borrower for restoration and repair), (iv) shall keep the Collateral Pool Properties in good repair (normal wear and tear excepted), including the replacement of any personalty and fixtures located on any Collateral Pool Property with items of equal or better function and quality, (v) shall provide for professional management of the Collateral Pool Properties by a residential rental property manager satisfactory to Lender under a contract approved by Lender in writing (provided that Lender’s approval is not required for a manager or a management agreement where one or more of Behringer Harvard Real Estate Services, LLC, Behringer Harvard Multifamily Services, LLC, or an Affiliate of Borrower is the manager), (vi) shall not change the use of any Collateral Pool Property as a multi-family residential property, (vii) shall give Notice to Lender of and, unless otherwise directed in writing by Lender, shall appear in and defend any action or proceeding purporting to affect any Collateral Pool Property, Lender’s security or Lender’s rights under this Agreement, and (viii) shall make any reasonable repairs to a Collateral Pool Property which are requested by Lender.  Borrower shall not (and shall not permit any tenant or other person to) remove, demolish or alter any Collateral Pool Property or any part thereof except in connection with the replacement of tangible personalty.

7.1.3.                     Collateral Agreements.

Borrower shall deposit with Lender such amounts as may be required by any Collateral Agreement and shall perform all other obligations of Borrower under each Collateral Agreement.

7.1.4.                     Inspection Rights.

Lender, its agents, representatives, and designees may make or cause to be made entries upon and inspections of any Collateral Pool Property (including environmental inspections and tests) during normal business hours, or at any other reasonable time upon reasonable advance notice, except that no such notice shall be required in cases of emergency.

7.1.5.                     Single Asset Borrower.

Prior to the Expiration Date, each Borrower (other than BHOP solely with respect to subclauses (i) and (ii) below) (i) shall not own or acquire any real or personal property other than the Collateral Pool Properties and personal property related to the operation and maintenance of the Collateral Pool Properties, (ii) shall not operate any business other than the ownership, management and operation of the Collateral Pool Properties, and (iii) shall not maintain its assets in a way difficult to segregate and identify.  Notwithstanding subclause (i) in the foregoing

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sentence, BHOP shall not directly own or acquire any fee and/or leasehold interests in real property, but such limitation shall not restrict BHOP’s ability to indirectly own or acquire any such interests or any other assets through one or more subsidiaries.

7.1.6.                     Use of Proceeds.

Borrower will use the proceeds of the Loan only for lawful purposes in accordance with Section 2.8 hereof.

7.1.7.                     Further Assurances.

Borrower shall, from time to time, at its expense, faithfully preserve and protect Lender’s Lien on and security interest in the Collateral as a continuing first priority perfected Lien, subject only to Permitted Exceptions, and shall do such other acts and things as Lender in its sole discretion may deem necessary or advisable from time to time in order to preserve, perfect and protect the Liens granted under the Loan Documents and to exercise and enforce its rights and remedies thereunder with respect to the Collateral, provided that (i) the terms and conditions of this Agreement and the other Loan Documents are not changed thereby, (ii) Lender will use its best efforts to minimize costs and expenses incurred in connection with a request under this subsection, and (iii) Borrower’s obligations hereunder or under any other Loan Documents are not increased or otherwise adversely affected thereby except for incidental costs and expenses such as recording fees and reasonable attorneys’ fees and expenses.

7.1.8.                     Collateral Pool Properties.

7.1.8.1.                               Borrower shall be in compliance with the Sublimits set forth in  Section 2.5.3 at such times as expressly required in this Agreement; and

7.1.8.2.                               Borrower shall own at all times the entire fee simple interest or insurable ground lease interest in each Collateral Pool Property.

7.1.9.                     Subsequent Periodic Valuations.

Borrower shall cooperate with Lender and its agents and provide such information in its possession as such parties shall reasonably require to complete a new Valuation for each Collateral Pool Property.

7.1.10.               Special ERISA Related Covenants.

The covenants set forth in this Section 7.1.10, shall only apply to the extent Borrower is at any time and from time to time subject to the provisions of ERISA.

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7.1.10.1.                         Borrower shall at all times be a “real estate operating company” within the meaning of such term contained in 29 CFR § 2510.3-101(d) or an entity whose underlying assets are not deemed to be assets of a Pension Plan as defined in Section 3(3) of ERISA.

7.1.10.2.                         Borrower shall, and shall cause each other member of the ERISA Group to, comply with ERISA, the Internal Revenue Code and other applicable Laws applicable to Pension Plans and Benefit Arrangements.  Without limiting the generality of the foregoing, Borrower shall cause all of its Pension Plans and all Pension Plans maintained by any member of the ERISA Group to be funded in accordance with the minimum funding requirements of ERISA and shall make, and cause each member of the ERISA Group to make, in a timely manner, all contributions due to Pension Plans, Benefit Arrangements and Multiemployer Plans.

7.1.10.3.                         Borrower and members of the ERISA Group shall not:

(i)                                     fail to satisfy the minimum funding requirements of ERISA and the Internal Revenue Code with respect to any Pension Plan;

(ii)                                  request a minimum funding waiver from the Internal Revenue Service with respect to any Pension Plan;

(iii)                               engage in a Prohibited Transaction with any Pension Plan, Benefit Arrangement or Multiemployer Plan which, alone or in conjunction with any other circumstances or set of circumstances resulting in liability under ERISA, would constitute a Material Adverse Change;

(iv)                              permit the aggregate actuarial present value of all benefit liabilities (whether or not vested) under each Pension Plan, determined on a plan termination basis, as disclosed in the most recent actuarial report completed with respect to such Pension Plan, to exceed, as of any actuarial valuation date, the fair market value of the assets of such Pension Plan;

(v)                                 fail to make when due any contribution to any Multiemployer Plan that Borrower or any member of the ERISA Group may be required to make under any agreement relating to such Multiemployer Plan, or any Law pertaining thereto;

(vi)                              withdraw (completely or partially) from any Multiemployer Plan or withdraw (or be deemed under Section 4062(e) of ERISA to withdraw) from any Multiple Employer Pension Plan (as such term is defined in ERISA), where any such withdrawal is likely to result in a material liability of Borrower or any member of the ERISA Group;

(vii)                           terminate, or institute proceedings to terminate, any Pension Plan, where such termination is likely to result in a material liability to Borrower or any member of the ERISA Group;

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(viii)                        make any amendment to any Pension Plan with respect to which security is required under Section 307 of ERISA; or

(ix)                                fail to give any and all notices and make all disclosures and governmental filings required under ERISA or the Internal Revenue Code, where such failure is likely to result in a Material Adverse Change.

7.1.11.               Indebtedness.

Borrower (other than BHOP) shall not, at any time create, incur, assume or suffer to exist any indebtedness, except:

7.1.11.1.                         Indebtedness under the Loan Documents;

7.1.11.2.                         Trade debt incurred in the ordinary course of business and any subordinate intercompany debt; and

7.1.11.3.                         Indebtedness included as Permitted Exceptions.

7.1.12.               Liens.

Borrower (other than BHOP solely to the extent of properties or assets that are not part of the Collateral hereunder or under any of the other Loan Documents) shall not, at any time create, incur, assume or suffer to exist any Lien on any of its property or assets, tangible or intangible, now owned or hereafter acquired, or agree or become liable to do so, except the Permitted Exceptions.  Upon Lender’s reasonable request, which request shall not be made more frequently than annually unless Lender has a reasonable suspicion of a title defect, Borrower shall promptly perform or cause to be performed, at Borrower’s sole cost and expense, a title search satisfactory to Lender, demonstrating compliance with the provisions of this Section 7.1.12.

7.1.13.               Liquidations, Mergers, Consolidations, Acquisitions.

Borrower shall not dissolve, liquidate or wind-up its affairs.  Borrower may not become a party to any merger or consolidation unless Borrower is either directly or indirectly the surviving entity or except as otherwise permitted in the Security Instrument.

7.1.14.               Dispositions of Assets or Affiliates.

Borrower shall not sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, all or substantially all of its assets, provided that the foregoing shall not be construed to prevent Borrower from selling, conveying or leasing its assets as permitted pursuant to the terms of this Agreement or the other Loan Documents.

7.1.15.               Affiliate Transactions.

Except as approved in writing by Lender, Borrower shall not enter into or become a party to any contract, lease or other agreement with any Person directly or indirectly controlling, controlled by, or under common control with Borrower for the provision of any service,

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materials or supplies to any Collateral Pool Property (including any contract, lease or agreement for the provision of property management services, cable television services or equipment, gas, electric or other utilities, security services or equipment, laundry services or equipment, or telephone services or equipment).

7.1.16.               Continuation of or Change in Business.

Borrower shall not engage in any business activities except as permitted under its organizational documents and this Agreement.

7.1.17.               Changes in Organizational Documents; Name.

Except as otherwise permitted by the Security Instrument, Borrower and its general partners, managing members, or principals shall not amend in any respect their respective certificate of incorporation (including any provisions or resolutions relating to capital stock), by-laws, certificate of formation, limited liability company agreement, certificate of limited partnership, or limited partnership agreement (as applicable) or other formation agreement or other organizational documents without first sending Notice to Lender (provided, that to the extent such amendment would not likely result in a Material Adverse Change, the failure to provide such Notice shall not result in an Event of Default hereunder unless Borrower receives Notice of such failure and fails to cure the same within five (5) Business Days of such Notice) and, if such amendment will likely result in a Material Adverse Change, without obtaining the prior written consent of Lender, which shall be granted or denied within thirty (30) Business Days of Lender’s receipt of the proposed amendment, a brief explanation of its purpose and effect, and such other documents as Lender may reasonably request.  Borrower shall not amend, revise or otherwise change its name in any respect without the prior written consent of Lender unless such name change is as a result of a transfer permitted under the Security Instrument or otherwise permitted by the terms of the Security Instrument, in which case Borrower shall provide Lender with notice of such name change as soon as practicable (but in no event later than five (5) Business Days) following such name change.