Equibles

10-Q

Cantor Fitzgerald Income Trust, Inc. (CFTR-PA)

10-Q 2021-05-17 For: 2021-03-31
View Original
Added on April 14, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2021

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to

Commission file number: 000-56043

Cantor Fitzgerald Income Trust, Inc.

(Exact name of registrant as specified in its charter)

Maryland 81-1310268
(State or other jurisdiction of <br>incorporation or organization) (I.R.S. Employer <br>Identification No.)
110 E. 59^th^ Street, New York, NY 10022
(Address of principal executive offices) (Zip Code)

(Registrant’s telephone number, including area code) (212) 938-5000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
None N/A N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes   ☒     No   ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes   ☒     No   ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒
Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes   ☐    No   ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of May 14, 2021, the registrant had 3,440,803 Class AX Shares, 1,200,562 Class IX Shares, 1,459,964 Class TX Shares, 654,787 Class I Shares, 199,444 Class T Shares, 126,395 Class D Shares and 1,570 Class S Shares of $0.01 par value common stock outstanding.

CANTOR FITZGERALD INCOME TRUST, INC.

TABLE OF CONTENTS

Page
PART I - FINANCIAL INFORMATION 3
Item 1. Financial Statements (Unaudited) 3
Consolidated Balance Sheets as of March 31, 2021 and December 31, 2020 3
Consolidated Statements of Operations for the Three Months Ended March 31, 2021 and March 31, 2020 4
Consolidated Statements of Changes in Equity for the Three Months Ended March 31, 2021 and March 31, 2020 5
Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2021 and March 31, 2020 7
Notes to Consolidated Financial Statements 8
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. 35
Item 3. Quantitative and Qualitative Disclosures About Market Risk. 58
Item 4. Controls and Procedures. 59
PART II - OTHER INFORMATION 60
Item 1. Legal Proceedings. 60
Item 1A. Risk Factors. 60
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. 63
Item 3. Defaults Upon Senior Securities. 64
Item 4. Mine Safety Disclosures. 64
Item 5. Other Information. 65
Item 6. Exhibits. 65
Signatures 68

Item 1. Financial Statements.

CANTOR FITZGERALD INCOME TRUST, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

December 31, 2020
Assets
Investment in real estate, net of accumulated depreciation of 9,786,060 and 8,590,986, respectively 325,134,091 $ 154,790,052
Cash and cash equivalents 13,730,884 33,524,830
Investments in real estate-related assets 31,603,457 31,966,940
Intangible assets, net of accumulated amortization of 4,758,639 and 4,110,547, respectively 21,783,026 18,576,118
Deferred rent receivable 4,603,096 1,788,266
Prepaid expenses and other assets 2,589,213 431,768
Due from related party 275,464 275,464
Accrued preferred return receivable 81,018 —
Accrued income from mezzanine loan investment 72,691 —
Total assets 399,872,940 $ 241,353,438
Liabilities and Equity
Liabilities
Loans payable, net of deferred financing costs of 1,391,789 and 764,753, respectively 190,605,395 $ 83,380,431
Intangible liabilities, net of accumulated amortization of 1,476,436 and 1,264,464, respectively 7,588,880 7,800,852
Distributions payable 2,255,029 1,595,148
Due to related parties 1,184,858 1,438,450
Restricted reserves 610,779 200,487
Deferred revenue 580,074 570,362
Accounts payable and accrued expenses 509,995 574,925
Accrued interest payable 332,534 273,200
Total liabilities 203,667,544 95,833,855
Stockholders' equity
Controlling interest
Preferred stock, 0.01 par value per share, 50,000,000 shares authorized,<br>   and 0 issued and outstanding at each March 31, 2021 and December 31, 2020 — —
Class AX common stock, 0.01 par value per share, 10,000,000 shares authorized,<br>   and 3,449,159 and 3,458,541 issued and outstanding at March 31, 2021 and<br>   December 31, 2020, respectively 34,492 34,585
Class TX common stock, 0.01 par value per share, 5,000,000 shares authorized,<br>  and 1,460,295 and 1,472,875 issued and outstanding at March 31, 2021 and<br>   December 31, 2020, respectively 14,603 14,729
Class IX common stock, 0.01 par value per share, 5,000,000 shares authorized,<br>   and 1,195,971 and 1,218,108 issued and outstanding at March 31, 2021 and<br>   December 31, 2020, respectively 11,960 12,181
Class T common stock, 0.01 par value per share, 100,000,000 shares authorized,<br>  and 143,293 and 44,884 issued and outstanding at March 31, 2021 and<br>   December 31, 2020, respectively 1,433 449
Class S common stock, 0.01 par value per share, 20,000,000 shares authorized,<br>   and 1,568 issued and 1,567 outstanding at each March 31, 2021 and<br>   December 31, 2020, respectively 16 16
Class D common stock, 0.01 par value per share, 60,000,000 shares authorized,<br>  and 115,798 issued and 39,281 outstanding at each March 31, 2021 and<br>   December 31, 2020, respectively 1,158 393
Class I common stock, 0.01 par value per share, 200,000,000 shares authorized,<br>   and 443,006 and 160,013 issued and outstanding at March 31, 2021 and<br>   December 31, 2020, respectively 4,430 1,600
Additional paid-in capital 170,850,674 161,040,483
Retained earnings/accumulated deficit and cumulative distributions (20,082,219 ) (17,735,594 )
Total controlling interest 150,836,547 143,368,842
Non-controlling interests in subsidiaries 45,368,849 2,150,741
Total stockholders' equity 196,205,396 145,519,583
Total liabilities and stockholders' equity 399,872,940 $ 241,353,438

All values are in US Dollars.

See accompanying notes to consolidated financial statement

CANTOR FITZGERALD INCOME TRUST, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

For the Three Months
Ended March 31,
2021 2020
Revenues:
Rental revenues $ 3,283,600 $ 3,069,547
Preferred return income 235,215 234,546
Income from mezzanine loan investment 250,763 250,242
Tenant reimbursement income 518,932 421,159
Total revenues 4,288,510 3,975,494
Operating expenses (income):
General and administrative expenses 40,456 54,765
Depreciation and amortization 1,835,594 1,629,668
Management fees 503,584 422,755
Property operating expenses 352,802 432,964
Total operating expenses 2,732,436 2,540,152
Other income (expense):
Income/(loss) from investments in real estate-related assets (261,807 ) —
Interest income 1,864 46,084
Interest expense (1,082,615 ) (979,350 )
Total other income (expense) (1,342,558 ) (933,266 )
Net income (loss) $ 213,516 $ 502,076
Net income (loss) attributable to non-controlling interest 79,331 1,231
Net income (loss) attributable to common stockholders $ 134,185 $ 500,845
Weighted average shares outstanding 6,730,123 5,536,492
Net income (loss) per common share - basic and diluted $ 0.02 $ 0.09

See accompanying notes to consolidated financial statements

CANTOR FITZGERALD INCOME TRUST, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Unaudited)

Controlling Interest
Retained Earnings/
Common Stock Additional Accumulated Deficit and Non- Total
Class AX Class TX Class IX Class I Class T Class D Class S Paid-In Cumulative controlling Stockholders'
Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Capital Distributions interest Equity
Balance as of January 1, 2020 3,158,796 $ 31,580 1,327,819 $ 13,278 853,734 $ 8,537 — $ — — $ — $ — $ — $ — $ — $ 135,507,823 $ (10,543,287 ) $ 3,038,918 $ 128,056,849
Common stock 150,441 1,512 66,220 662 215,102 2,151 — — — — — — — — 11,035,494 — — 11,039,819
Common stock repurchased (17,256 ) (173 ) (8,028 ) (80 ) — — — — — — — — — — (620,406 ) — — (620,659 )
Distribution reinvestment 17,854 179 6,722 67 3,808 38 — — — — — — — — 711,122 — — 711,406
Offering costs, commissions and fees — — — — — — — — — — — — — — (381,233 ) — — (381,233 )
Net income (loss) — — — — — — — — — — — — — — — 500,845 1,231 502,076
Distributions declared on common stock — — — — — — — — — — — — — — — (2,058,381 ) — (2,058,381 )
Non-controlling interests — — — — — — — — — — — — — — — — (16,500 ) (16,500 )
Balance as of March 31, 2020 3,309,835 $ 33,098 1,392,733 $ 13,927 1,072,644 $ 10,726 — $ — — $ — — $ — — $ — $ 146,252,800 $ (12,100,823 ) $ 3,023,649 $ 137,233,377

See accompanying notes to consolidated financial statements

CANTOR FITZGERALD INCOME TRUST, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Unaudited)

Controlling Interest
Retained Earnings/
Common Stock Additional Accumulated Deficit and Non- Total
Class AX Class TX Class IX Class I Class T Class D Class S Paid-In Cumulative controlling Stockholders'
Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Capital Distributions interest Equity
Balance as of January 1, 2021 3,458,541 $ 34,585 1,472,875 $ 14,729 1,218,108 $ 12,181 160,013 $ 1,600 44,884 $ 449 39,281 $ 393 1,567 $ 16 161,040,483 (17,735,594 ) 2,150,741 145,519,583
Common stock — — — — — — 281,800 2,818 98,221 982 76,298 763 — — 10,986,960 — — 10,991,523
Common stock repurchased (29,237 ) (292 ) (20,547 ) (206 ) (28,993 ) (290 ) — — — — — — — — (1,883,650 ) — — (1,884,438 )
Distribution reinvestment 19,855 199 7,967 80 6,856 69 1,193 12 188 2 219 2 1 — 867,260 — — 867,624
Offering costs, commissions and fees — — — — — — — — — — — — — — (160,379 ) — — (160,379 )
Net income (loss) — — — — — — — — — — — — — — — 134,185 79,331 213,516
Distributions declared on common stock — — — — — — — — — — — — — — — (2,480,810 ) — (2,480,810 )
Non-controlling interests — — — — — — — — — — — — — — — — 43,138,777 43,138,777
Balance as of March 31, 2021 3,449,159 $ 34,492 1,460,295 $ 14,603 1,195,971 $ 11,960 443,006 $ 4,430 143,293 $ 1,433 115,798 $ 1,158 1,568 $ 16 $ 170,850,674 $ (20,082,219 ) $ 45,368,849 $ 196,205,396

See accompanying notes to consolidated financial statements

CANTOR FITZGERALD INCOME TRUST, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

For the Three Months
Ended March 31,
2021 2020
Cash flows from operating activities:
Net income (loss) $ 213,516 $ 502,076
Adjustments to reconcile net income (loss) to net cash (used in)/provided by operating activities:
Depreciation and amortization 1,854,993 1,648,823
Loss from investments in real estate-related assets 261,807 —
Amortization of above-market lease intangibles 7,574 7,574
Amortization of below-market lease intangibles (211,972 ) (211,972 )
Changes in assets and liabilities:
Proceeds from investments in real estate-related assets 101,676 —
(Increase) in deferred rent receivable (2,814,830 ) (143,429 )
(Increase) in accrued preferred return receivable (81,018 ) (79,900 )
(Increase) in accrued income from mezzanine loan investment (72,691 ) (71,690 )
(Increase) in prepaid expenses and other assets (2,157,445 ) (12,783 )
(Increase) in due from related party — (275,464 )
Increase/(decrease) in due to related parties 20,590 (143,389 )
Increase/(decrease) in deferred revenue 9,712 (13,557 )
Increase in restricted reserves 410,292 218,934
(Decrease)/increase in accounts payable and accrued expenses (491,881 ) 5,821
Increase in accrued interest payable 59,334 —
Net cash (used in)/provided by operating activities (2,890,343 ) 1,431,044
Cash flows from investing activities:
Acquisition of real estate (23,770,988 ) —
Cash used in investing activities (23,770,988 ) —
Cash flows from financing activities:
Proceeds from issuance of common stock, net 10,556,963 11,171,051
Distributions (1,555,656 ) (1,293,571 )
Payments from redemptions of common stock (1,457,487 ) (620,659 )
Non-controlling interest distributions (30,000 ) (16,500 )
Payment of deferred financing costs (646,435 ) —
Net cash provided by financing activities 6,867,385 9,240,321
Net decrease in cash and cash equivalents (19,793,946 ) 10,671,365
Cash and cash equivalents, at beginning of period 33,524,830 17,305,001
Cash and cash equivalents, at end of period $ 13,730,884 $ 27,976,366
Supplemental disclosure of cash flow information:
Cash paid for interest $ 1,004,174 $ 960,195
Non-cash investing and financing activities:
Distribution reinvestment $ 867,624 $ 711,406
Distributions payable $ 659,881 $ 53,404
Assumption of loans payable in conjunction with acquisitions of real estate $ 107,852,000 $ —
Acquired non-controlling interests $ 43,771,127 $ —

See accompanying notes to consolidated financial statements

Note 1 – Organization and Business Purpose

Cantor Fitzgerald Income Trust, Inc., formerly known as Rodin Global Property Trust, Inc. (the “Company”), was formed on February 2, 2016 as a Maryland corporation that has elected and qualified to be taxed as a real estate investment trust (“REIT”) for United States (“U.S.”) federal income tax purposes beginning with the taxable year ending December 31, 2017. The Company’s unaudited consolidated financial statements include Cantor Fitzgerald Income Trust Operating Partnership, L.P., formerly known as Rodin Global Property Trust Operating Partnership, L.P. (the “Operating Partnership”) and its operating subsidiaries. Substantially all of the Company’s business is conducted through the Operating Partnership, a Delaware partnership formed on February 11, 2016. The Company is the sole general and a limited partner of the Operating Partnership. Unless the context otherwise requires, the “Company” refers to the Company and the Operating Partnership. The Company currently operates its business in one reportable segment, which focuses on investing in and managing income-producing commercial properties and other real estate-related assets.

On February 2, 2016, the Company was capitalized with a $200,001 investment by the Company’s sponsor, Cantor Fitzgerald Investors, LLC (“CFI”) through the purchase of 8,180 Class A shares. In addition, a wholly owned subsidiary of CFI, Cantor Fitzgerald Income Trust OP Holdings, LLC, formerly known as Rodin Global Property Trust OP Holdings, LLC, (the “Special Unit Holder”), has invested $1,000 in the Operating Partnership and has been issued a special class of limited partnership units (“Special Units”), which is recorded as a non-controlling interest on the consolidated balance sheet as of March 31, 2021. The Company registered with the Securities and Exchange Commission (“SEC”) an offering of up to $1.25 billion in shares of common stock, consisting of up to $1.0 billion in shares in the Company’s primary offering (the “Primary Offering”) and up to $250 million in shares pursuant to its distribution reinvestment plan (the “DRP”, and together with the Primary Offering, the “Initial Offering”). On May 18, 2017, the Company satisfied the minimum offering requirement as a result of CFI’s purchase of $2.0 million in Class I shares (the “Minimum Offering Requirement”). On March 20, 2020, the Company filed a registration statement on Form S-11 with the SEC for a proposed second public offering (the “Follow-On Offering”). Subsequently, on July 31, 2020, the Company terminated the Primary Offering but is continuing to offer up to $50.0 million of common stock pursuant to the DRP. On August 10, 2020, the SEC declared the Follow-On Offering effective. In the Follow-On Offering, the Company is offering up to $1 billion in shares of common stock in a primary offering on a best efforts basis and $250 million in shares of common stock to be issued pursuant to the DRP. On July 30, 2020, the Company, amended its charter (as amended, the “Charter”) to redesignate its currently issued and outstanding Class A shares of common stock, Class T shares of common stock and Class I shares of common stock as “Class AX Shares,” “Class TX Shares” and “Class IX Shares,” respectively. In addition, on July 30, 2020, as set forth in the Charter, the Company has reclassified the authorized but unissued portion of its common stock into four additional classes of common stock: Class T Shares, Class S Shares, Class D Shares, and Class I Shares. The Class AX shares, Class TX shares and Class IX shares generally have the same rights, including voting rights, as the Class T shares, Class S shares, Class D shares and Class I shares that the Company is offering pursuant to the Follow-On Offering (Refer to Note 8 – Stockholders’ Equity).

Upon commencement of the Follow-On Offering, on August 10, 2020, the Company began operating as a non-exchange traded perpetual-life REIT instead of operating as a REIT of finite duration. In connection with the determination to operate as a perpetual-life REIT, the Company’s board of directors has determined to update the Company’s investment strategy. Prior to the commencement of the Follow-On Offering, the Company’s investment strategy was focused primarily on the acquisition of single-tenant net leased commercial properties located in the United States, United Kingdom and other European countries, as well as origination and investment in loans related to net leased commercial properties. Currently, the Company intends to invest in a diversified portfolio of income-producing commercial real-estate and debt secured by commercial real estate located primarily in the United States. The Company will seek to invest: (a) at least 80% of its assets in properties and real estate-related debt; and (b) up to 20% of its assets in real estate-related securities.

As of March 31, 2021, the Company owned the following investments:

• A retail property located in Grand Rapids, Michigan (the “GR Property”).
• An office property located in Fort Mill, South Carolina (the “FM Property”).
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• An office property located in Columbus, Ohio (the “CO Property”).
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• A flex industrial property located in Lewisville, TX (the “Lewisville Property”).
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• A Delaware Statutory Trust, CF Net Lease Portfolio IV DST (the “DST”), which owns seven properties (individually, a “DST Property”, and collectively, the “DST Properties”).
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• CF Albertsons Lancaster, LLC (the “Pennsylvania SPE”), which made a preferred equity investment (the “Lancaster PE”) through a joint venture agreement to purchase a cold storage and warehouse distribution facility located in Denver, Pennsylvania (the “PA Property”).
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• CF Albertsons Chicago, LLC (the “Illinois SPE”), which originated a fixed rate, subordinate mezzanine loan (the “Chicago Jr Mezz”) for the acquisition of a cold storage and warehouse distribution facility located in Melrose Park, Illinois (the “IL Property”).
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• A majority interest in a joint venture with an unrelated third party (the “Battery Street SF JV”) that owns an office property located in San Francisco, California (the “SF Property”).
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• An industrial property located in Phoenix, Arizona (the “Buchanan Property”).
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• Interests (15%) in a Delaware Statutory Trust, CF Station Multifamily DST (the “Station DST”), which owns a multifamily residential property located in Irving, Texas (the “Station Property”).
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• An interest (76%) in an affiliated joint venture that owns a majority interest (97%) in a multifamily property located in Carrolton, Texas (the “Keller Property”) through a joint venture (the “Keller JV”) with an unrelated third party.
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• An interest (76.9%) in an affiliated joint venture that owns a controlling interest (25%) in a Delaware Statutory Trust, CF Summerfield Multifamily DST (the “Summerfield DST”), which owns a multifamily residential property located in Landover, MD (the “Summerfield Property”).
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The Company is externally managed by Cantor Fitzgerald Income Advisors, LLC, formerly known as Rodin Global Property Advisors, LLC (the “Advisor”), a Delaware limited liability company and wholly owned subsidiary of CFI. CFI is a wholly owned subsidiary of CFIM Holdings, LLC, which is a wholly owned subsidiary of Cantor Fitzgerald, L.P. (“CFLP”).

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

The consolidated financial statements are presented in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. In the opinion of management, the accompanying consolidated financial statements contain all adjustments and eliminations, consisting only of normal recurring adjustments necessary for a fair presentation in conformity with U.S. GAAP. Certain reclassifications have been made to previously reported amounts to conform to the current presentation.

Use of Estimates

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the balance sheet. Management believes that the estimates utilized in preparing the consolidated financial statements are reasonable. As such, actual results could differ from those estimates.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company, the Operating Partnership and any single member limited liability companies or other entities which are consolidated in accordance with U.S. GAAP. The Company consolidates variable interest entities (“VIEs”) where it is the primary beneficiary and voting interest entities which are generally majority owned or otherwise controlled by the Company. All intercompany balances are eliminated in consolidation.

Variable Interest Entities

The Company determines if an entity is a VIE in accordance with guidance in Accounting Standards Codification (“ASC”) Topic 810, Consolidation. For an entity in which the Company has acquired an interest, the entity will be considered a VIE if both of the following characteristics are not met: 1) the equity investors in the entity have the characteristics of a controlling financial interest and 2) the equity investors’ total investment at risk is sufficient to finance the entity’s activities without additional subordinated financial support. The Company makes judgments regarding the sufficiency of the equity at risk based first on a qualitative analysis, then a quantitative analysis, if necessary. A qualitative analysis is generally based on a review of the design of the entity, including its control structure and decision-making abilities, and also its financial structure. In a quantitative analysis, the Company would incorporate various estimates, including estimated future cash flows, assumed hold periods and capitalization or discount rates.

If an entity is determined to be a VIE, the Company then determines whether to consolidate the entity as the primary beneficiary. The primary beneficiary has both (i) the power to direct the activities that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the entity.

The Company evaluates all of its investments in real estate-related assets to determine if they are VIEs utilizing judgments and estimates that are inherently subjective. If different judgments or estimates were used for these evaluations, it could result in differing conclusions as to whether or not an entity is a VIE and whether or not to consolidate such entity. As of March 31, 2021 and December 31, 2020, the Company concluded that it had investments in VIEs. Refer to Note 10 — Variable Interest Entities for additional information.

Voting Interest Entities

A voting interest entity is an entity in which the total equity investment at risk is sufficient to enable it to finance its activities independently and the equity holders have the power to direct the activities of the entity that most significantly impact its economic performance, the obligation to absorb the losses of the entity and the right to receive the residual returns of the entity. The usual condition for a controlling financial interest in a voting interest entity is ownership of a majority voting interest. If the Company has a majority voting interest in a voting interest entity, the entity will generally be consolidated. The Company will not consolidate a voting interest entity if there are substantive participating rights by other parties and/or kick-out rights by a single party. The Company performs ongoing reassessments of whether entities previously evaluated under the voting interest framework have become VIEs, based on certain events, and therefore subject to the VIE consolidation framework, and vice versa.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand and highly liquid investments with original maturities of three months or less.

Deferred Rent Receivable

Deferred rent receivable represents rent earned in excess of rent received as a result of straight-lining rents over the terms of the leases on the FM Property, the CO Property, the Lewisville Property, the SF Property, the Buchanan Property, the Keller Property, the DST and the Summerfield DST in accordance with ASC Topic 842, Leases. As of March 31, 2021 and December 31, 2020, Deferred rent receivable was $4,603,096 and $1,788,266, respectively.

Prepaid Expenses and Other Assets

Prepaid expenses and other assets consist primarily of prepaid operating expenses and reimbursements due from tenants.

Investment in Real Estate, net

Real estate assets are stated at cost, less accumulated depreciation and amortization. Amounts capitalized to real estate assets consist of the costs of acquisition, including certain acquisition-related expenses, major improvements and betterments that extend the useful life of the real estate assets and leasing costs. All repairs and maintenance costs are expensed as incurred. The Company accounts for its acquisitions (or disposals) of assets or businesses in accordance with ASC Topic 805, Business Combinations.

Upon the acquisition of real estate properties, the Company allocates the purchase price to acquired tangible assets, consisting of land, buildings and improvements, and to identified intangible assets and liabilities, consisting of the value of above-market leases, below-market leases, and in-place leases, based in each case on their respective fair values. The Company utilizes independent appraisals to assist in the determination of the fair values of the tangible assets of an acquired property (which includes land and buildings). The information in the appraisal, along with any additional information available to the Company’s management, is used in estimating the amount of the purchase price that is allocated to land. Other information in the appraisal, such as building value and market rents, may be used by the Company’s management in estimating the allocation of purchase price to the building and to intangible lease assets and liabilities. The appraisal firm has no involvement in management’s allocation decisions other than providing this market information.

The Company considers the period of future benefit of each respective asset to determine its appropriate useful life. The estimated useful lives of the Company’s real estate assets by class are generally as follows:

Description Depreciable Life
Buildings 39 years
Site improvements Over lease term
Intangible lease assets and liabilities Over lease term

The determination of the fair values of the real estate assets and liabilities acquired requires the use of assumptions with regard to the current market rental rates, rental growth rates, capitalization and discount rates, interest rates and other variables. The use of alternative estimates may result in a different allocation of the Company’s purchase price, which could materially impact the Company’s results of operations.

The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of its real estate assets may not be recoverable. Impairment indicators that the Company considers include, but are not limited to, bankruptcy or other credit concerns of a property’s major tenant, such as a history of late payments, rental concessions and other factors, a significant decrease in a property’s revenues due to lease terminations, vacancies, co-tenancy clauses, reduced lease rates or other circumstances. When indicators of potential impairment are present, the Company assesses the recoverability of the assets by determining whether the carrying amount of the assets will be recovered through the undiscounted future cash flows expected from the use of the assets and their eventual disposition. In the event that such expected undiscounted future cash flows do not exceed the carrying amount, the Company will adjust the real estate assets to their respective fair values and recognize an impairment loss. Generally, fair value is determined using a discounted cash flow analysis and recent comparable sales transactions. No impairment losses were recorded during the three months ended March 31, 2021 or March 31, 2020 after the Company assessed the recoverability of its assets. As of March 31, 2021 and December 31, 2020, no impairment losses have been identified.

Investments in Real Estate-Related Assets

Mezzanine Loan Investment

The Company has made a mezzanine loan investment through the Illinois SPE. Mezzanine loan investments are generally intended to be held for investment and, accordingly, are carried at cost, net of unamortized fees, premiums, discounts and unfunded commitments. Mezzanine loan investments that are deemed to be impaired are carried at amortized cost less a loss reserve, if deemed appropriate. Mezzanine loan investments for which the Company does not have the intent to hold the investment for the foreseeable future or until its expected payoff are classified as held for sale and recorded at the lower of cost or estimated value.

Mezzanine loan investments are considered impaired when, based on current information and events, it is probable that the Company will not be able to collect principal and income from mezzanine loan amounts due according to the contractual terms. The Company assesses the credit quality of the portfolio and adequacy of loss reserves on a periodic basis. Significant judgment of management is required in this analysis. The Company considers the estimated net recoverable value of the mezzanine loan investment as well as other factors, including but not limited to the fair value of any collateral, the amount and the status of any senior debt, the quality and financial condition of the borrower and the competitive situation of the area where the underlying collateral is located. Because this determination is based on projections of future economic events, which are inherently subjective, the amount ultimately realized may differ materially from the carrying value as of the balance sheet date. If upon completion of the assessment, the estimated fair value of the underlying collateral is less than the net carrying value of the mezzanine loan investment, a loss reserve is recorded with a corresponding charge to provision for losses. The loss reserve for each mezzanine loan investment is maintained at a level that is determined to be adequate by management to absorb probable losses.

Income recognition is suspended for a mezzanine loan investment at the earlier of the date at which payments become 90-days past due or when, in the opinion of management, a full recovery of income and principal becomes doubtful. When the ultimate collectability of the principal of an impaired mezzanine loan investment is in doubt, all payments are applied to principal under the cost recovery method. When the ultimate collectability of the principal of an impaired mezzanine loan investment is not in doubt, contractual income from mezzanine loan is recorded as income from mezzanine loan when received, under the cash basis method until an accrual is resumed when the mezzanine loan investment becomes contractually current and performance is demonstrated to be resumed. A mezzanine loan investment is written off when it is no longer realizable and/or legally discharged. No impairment losses were recorded during the three months ended March 31, 2021 or March 31, 2020 after the Company assessed the recoverability of its assets. As of March 31, 2021 and December 31, 2020, no impairment losses have been identified.

Preferred Equity Investment

The Company has made a preferred equity investment in the Pennsylvania SPE, an entity that holds commercial real estate. Preferred equity investments are generally intended to be held to maturity and, accordingly, are carried at cost, net of unamortized fees, premium, discount and unfunded commitments. Preferred Equity investments that are deemed to be impaired are carried at amortized cost less a loss reserve, if deemed appropriate. Preferred equity investments where the Company does not have the intent to hold the investment for the foreseeable future or until its expected payoff are classified as held for sale and recorded at the lower of cost or estimated value.

Preferred equity investments are considered impaired when, based on current information and events, it is probable that the Company will not be able to collect principal and preferred return income amounts due according to the contractual terms. The Company assesses the credit quality of the portfolio and adequacy of loss reserves on a periodic basis. Significant judgment of management is required in this analysis. The Company considers the estimated net recoverable value of the preferred equity investment as well as other factors, including but not limited to the fair value of any collateral, the amount and the status of any senior debt, the quality and financial condition of the borrower and the competitive situation of the area where the underlying collateral is located. Because this determination is based on projections of future economic events, which are inherently subjective, the amount ultimately realized may differ materially from the carrying value as of the balance sheet date. If upon completion of the assessment, the estimated fair value of the underlying collateral is less than the net carrying value of the preferred equity investment, a loss reserve is recorded with a corresponding charge to provision for losses. The loss reserve for each preferred equity investment is maintained at a level that is determined to be adequate by management to absorb probable losses.

Income recognition is suspended for a preferred equity investment at the earlier of the date at which payments become 90-days past due or when, in the opinion of management, a full recovery of income and principal becomes doubtful. When the ultimate collectability of the principal of an impaired preferred equity investment is in doubt, all payments are applied to principal under the cost recovery method. When the ultimate collectability of the principal of an impaired preferred equity investment is not in doubt, contractual preferred return income is recorded as preferred return income when received, under the cash basis method until an accrual is resumed when the preferred return investment becomes contractually current and performance is demonstrated to be resumed. A preferred return investment is written off when it is no longer realizable and/or legally discharged. No impairment losses were recorded during the three months ended March 31, 2021 or March 31, 2020 after the Company assessed the recoverability of its assets. As of March 31, 2021 and December 31, 2020, no impairment losses have been identified.

Unconsolidated Equity Method Investments

The Company performs consolidation analysis in accordance with ASC Topic 810, Consolidation, as described in the “Variable Interest Entities” section of Note 2 — Summary of Significant Accounting Policies. The Company has determined, as a result of its analysis, that it is not the primary beneficiary of its investment in the Station DST, and therefore has not consolidated the entity. The Company has accounted for its investment in the Station DST, which is controlled and managed by CFI, under the equity method of accounting, and included within Investments in real estate-related assets on the Company’s consolidated balance sheet. In accordance with ASC Topic 323, Investments-Equity Method and Joint Ventures, the Company is able to exercise significant influence over this investee. Under the equity method, the investment is adjusted each period for capital contributions and distributions and its share of the entity’s net income (loss). Capital contributions, distributions and net income (loss) of such entity is recorded in accordance with the terms of the governing documents. An allocation of net income (loss) may differ from the stated ownership percentage interest in such entity as a result of preferred returns and allocation formulas, if any, as described in such governing documents. Investments in real estate-related assets are periodically reviewed for impairment based on projected cash flows from the underlying investment. If an impairment is identified, the carrying value of the investment will be reduced to the anticipated recoverable amount. As of March 31, 2021 and December 31, 2020, no impairment has been identified.

Deferred Financing Costs

Costs incurred in connection with obtaining financing are capitalized and amortized over the term of the related loan on a straight-line basis, which approximates the effective interest method. The carrying value of the deferred financing costs at March 31, 2021 and December 31, 2020 was $1,391,789 and $764,753, respectively, which is net of accumulated amortization of $177,441 and $158,042, respectively, and recorded as an offset to the related debt. For the three months ended March 31, 2021 and March 31, 2020, amortization of deferred financing costs was $19,107 and $19,155, respectively, and is included in Interest expense on the accompanying consolidated statements of operations.

Revenue Recognition

Rental revenue is recognized on a straight-line basis over the life of the respective leases.

Preferred return income from the Company’s preferred equity investment is recognized when earned and accrued based on the outstanding investment balance.

Income from mezzanine loan investment is recognized when earned and accrued based on the outstanding loan balance.

Due from Related Party

Due from related party includes amounts owed to the Company by CFI pursuant to the terms of the sponsor support agreement for the reimbursement of selling commissions and dealer manager fees, as well as other amounts from the Advisor, which at March 31, 2021 and December 31, 2020 was $275,464 and $275,464, respectively. Due to the termination of the Primary Offering, there was no Sponsor Support (as defined below in Note 9 – Related Party Transactions) outstanding at March 31, 2021.

Deferred Revenue

Deferred revenue represents unearned rent received in advance from tenants at certain of the Company’s properties, which at March 31, 2021 and December 31, 2020 was $580,074 and $570,362, respectively.

Restricted Reserves

Restricted reserves is comprised of amounts received from tenants at certain of the Company’s properties for recoverable property operating expenses to be paid by the Company on behalf of the tenants, pursuant to the terms of the respective lease arrangements, which at March 31, 2021 and December 31, 2020 was $610,779 and $200,487, respectively.

Tenant Reimbursement Income

Certain property operating expenses, including real estate taxes and insurance, among others, are paid by the Company and are reimbursed by the tenants of the Company’s properties pursuant to the terms of the respective leases. These reimbursements are reflected as Tenant reimbursement income in the accompanying consolidated statements of operations, which, for the three months ended March 31, 2021 and March 31, 2020 was $518,932 and $421,159, respectively.

Property Operating Expenses

Certain property operating expenses, including real estate taxes and insurance, among others, are paid by the Company and may be reimbursed by the tenants of the Company’s properties pursuant to the terms of the respective leases. These expenses incurred are reflected as Property operating expenses in the accompanying consolidated statements of operations, which for the three months ended March 31, 2021 and March 31, 2020 was $352,802 and $432,964, respectively.

Due to Related Parties

Due to related parties is comprised of amounts contractually owed by the Company for various services provided to the Company from related parties, which at March 31, 2021 and December 31, 2020 was $1,184,858 and $1,438,450, respectively (See Note 9 – Related Party Transactions).

Organization and Offering Costs

The Advisor has agreed to pay, on behalf of the Company, all organizational and offering costs (including legal, accounting, and other costs attributable to the Company’s organization and offering, but excluding upfront selling commissions, dealer manager fees and distribution fees) (“O&O Costs”) through the first anniversary of the date on which the Company satisfied the Minimum Offering Requirement, which was May 18, 2018 (the “Escrow Break Anniversary”). After the Escrow Break Anniversary, the Advisor, in its sole discretion, may pay some or all of the additional O&O Costs incurred, but is not required to do so. To the extent the Advisor pays such additional O&O Costs, the Company is obligated to reimburse the Advisor subject to the 1% Cap (as defined below). Following the Escrow Break Anniversary, the Company began reimbursing the Advisor for payment of O&O Costs on a monthly basis, which will continue through the period ended May 18, 2021; provided, however, that the Company will not be obligated to pay any amounts that as a result of such payment would cause the aggregate payments for O&O Costs (less selling commissions, dealer manager fees and distribution fees) paid to the Advisor to exceed 1% of gross proceeds from all the Company’s public offerings (the “1% Cap”), as of such payment date. Any amounts not reimbursed in any period shall be included in determining any reimbursement liability for a subsequent period. As of March 31, 2021, the Advisor has continued to pay all O&O Costs on behalf of the Company.

As of March 31, 2021 and December 31, 2020, the Advisor has incurred O&O Costs on the Company’s behalf of $10,421,308 and $9,946,509, respectively. As of March 31, 2021 and December 31, 2020, the Company is obligated to reimburse the Advisor for O&O Costs in the amount of $129,709 and $312,284, respectively, which is included within Due to related parties in the accompanying consolidated balance sheets. As of March 31, 2021 and December 31, 2020, organizational costs of $90,675 and $90,675, respectively, were expensed and offering costs of $1,651,034 and $1,551,287, respectively, were charged to stockholders’ equity. As of March 31, 2021 and December 31, 2020, the Company has made reimbursement payments of $1,612,000 and $1,329,678, respectively, to the Advisor for O&O Costs incurred.

Income Taxes

The Company has elected and qualified to be taxed as a REIT under the Internal Revenue Code of 1986, as amended. Accordingly, the Company generally will not be subject to U.S. federal income tax to the extent of its distributions to stockholders and as long as certain asset, income, share ownership, minimum distribution and other requirements are met. To qualify as a REIT, the Company must annually distribute at least 90% of its REIT taxable income to its stockholders and meet certain other requirements. Under certain circumstances, federal income and excise taxes may be due on its undistributed taxable income. The Company may also be subject to certain state and local taxes. If the Company fails to meet these requirements, it will be subject to U.S. federal income tax, which could have a material adverse impact on its results of operations and amounts available for distributions to its stockholders.

The Company provides for uncertain tax positions based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. Management is required to determine whether a tax position is more likely than not to be sustained upon examination by tax authorities, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Because assumptions are used in determining whether a tax benefit is more likely than not to be sustained upon examination by tax authorities, actual results may differ from the Company’s estimates under different assumptions or conditions. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in “Provision for income taxes” in the consolidated statement of operations.

Earnings Per Share

Basic net income (loss) per share of common stock is determined by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is determined by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding during the period, including common stock equivalents. As of March 31, 2021 and December 31, 2020, there were no material common stock equivalents that would have a dilutive effect on net income (loss) per share for common stockholders. All classes of common stock are allocated net income (loss) at the same rate per share.

For the three months ended March 31, 2021, basic and diluted net income per share was $0.02. For the three months ended March 31, 2020, basic and diluted net income per share was $0.09.

Recently Adopted Accounting Pronouncements

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. The guidance is part of the FASB’s disclosure framework project, whose objective and primary focus are to improve the effectiveness of disclosures in the notes to financial statements. The ASU eliminates, amends and adds certain disclosure requirements for fair value measurements. The FASB concluded that these changes improve the overall usefulness of the footnote disclosures for financial statement users and reduce costs for preparers. The new standard will become effective for the Company beginning January 1, 2020 and early adoption is permitted for eliminated and modified fair value measurement disclosures. Certain disclosures are required to be applied prospectively and other disclosures need to be adopted retrospectively in the period of adoption. As permitted by the transition guidance in the ASU, the Company early adopted, eliminated and modified disclosure requirements as of September 30, 2018. The early adoption of this guidance did not have an impact on the Company’s unaudited consolidated financial statements. The additional disclosure requirements were adopted by the Company beginning January 1, 2020, and the adoption of these fair value measurement disclosures did not have an impact on the Company’s unaudited consolidated financial statements. See Note 13 — Fair Value Measurements for additional information.

In October 2018, the FASB issued ASU No. 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities. The guidance was issued in response to stakeholders’ observations that Topic 810, Consolidation, could be improved in the areas of applying the VIE guidance to private companies under common control and in considering indirect interests held through related parties under common control for determining whether fees paid to decision makers and service providers are variable interests. The Company adopted the standard on its effective date beginning January 1, 2020. The adoption of this guidance did not have a material impact on the Company’s unaudited consolidated financial statements.

New Accounting Pronouncements

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires financial assets that are measured at amortized cost to be presented, net of an allowance for credit losses, at the amount expected to be collected over their estimated life. Expected credit losses for newly recognized financial assets, as well as changes to credit losses during the period, are recognized in earnings. For certain purchased financial assets with deterioration in credit quality since origination (“PCD assets”), the initial allowance for expected credit losses will be recorded as an increase to the purchase price. Expected credit losses, including losses on off-balance-sheet exposures such as lending commitments, will be measured based on historical experience, current conditions and reasonable and supportable forecasts that affect the collectability of the reported amount. In November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, to clarify that operating lease receivables accounted for under ASC 842, Leases, are not in the scope of the new credit losses guidance, and, instead, impairment of receivables arising from operating leases should be accounted for in accordance with ASC 842, Leases. In April 2019, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments. The ASU makes changes to the guidance introduced or amended by ASU No. 2016-13 to clarify the scope of the credit losses standard and address guidance related to accrued interest receivable balances, recoveries, variable interest rates and prepayments, among other issues. In addition, in May 2019, the FASB issued ASU No. 2019-05, Financial Instruments—Credit Losses (Topic 326): Targeted Transition Relief. The amendments in this ASU allow entities, upon adoption of ASU No. 2016-13, to irrevocably elect the fair value option for financial instruments that were previously carried at amortized cost and are eligible for the fair value option under ASC 825-10, Financial Instruments: Overall. In November 2019, the FASB issued ASU No. 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) Effective Dates. Pursuant to this ASU, the effective date of the new credit losses standard was deferred, and the new credit impairment guidance will become effective for the Company on January 1, 2023, under a modified retrospective approach, and early adoption is permitted. In addition, in November 2019, the FASB issued ASU No. 2019-11, Codification Improvements to Topic 326, Financial Instruments—Credit Losses. The amendments in this ASU require entities to include certain expected recoveries of the amortized cost basis previously written off, or expected to be written off, in the allowance for credit losses for PCD assets; provide transition relief related to troubled debt restructurings; allow entities to exclude accrued interest amounts from certain required disclosures; and clarify the requirements for applying the collateral maintenance practical expedient. The amendments in ASUs No. 2018-19, 2019-04, 2019-05, 2019-10 and 2019-11 are required to be adopted concurrently with the guidance in ASU No. 2016-13. The Company plans to adopt the standards on January 1, 2023. Management is continuing to implement the new credit losses guidance, including the assessment of the impact of the new guidance on the Company’s unaudited consolidated financial statements. Given the objective of the new standard, it is generally expected allowances for credit losses for the financial instruments within its scope would increase, however, the amount of any change will be dependent on the composition and quality of the Company’s portfolios at the adoption date as well as economic conditions and forecasts at that time.

In January 2020, the FASB issued ASU No. 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint  Ventures (Topic 323), and Derivatives and Hedging (Topic 815)—Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (a consensus of the FASB Emerging Issues Task Force). These amendments improve current guidance by reducing diversity in practice and increasing comparability of the accounting for the interactions between these codification topics as they pertain to certain equity securities, investments under the equity method of accounting and forward contracts or purchased options to purchase securities that, upon settlement of the forward contract or exercise of the purchased option, would be accounted for under the equity method of accounting or the fair value option. The new standard will become effective for the Company beginning January 1, 2022 and will be applied prospectively. Early adoption is permitted. Management is currently evaluating the impact of the new guidance on the Company’s unaudited consolidated financial statements.

In March 2020, the FASB issued ASU No. 2020-03, Codification Improvements to Financial Instruments. This ASU makes narrow-scope amendments related to various aspects pertaining to financial instruments and related disclosures by clarifying or improving the Codification. Certain guidance became effective for the Company for annual periods beginning January 1, 2020, and the adoption of this guidance did not have a material impact on the Company’s unaudited consolidated financial statements. The guidance related to credit losses will be effective for the Company on January 1, 2023. Early adoption is permitted. Management is currently evaluating the impact of the new credit losses guidance on the Company’s unaudited consolidated financial statements.

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The guidance is designed to provide relief from the accounting analysis and impacts that may otherwise be required for modifications to agreements (e.g., loans, debt securities, derivatives, and borrowings) necessitated by reference rate reform as entities transition away from LIBOR and other interbank offered rates to alternative reference rates. This ASU also provides optional expedients to enable companies to continue to apply hedge accounting to certain hedging relationships impacted by reference rate reform. Application of the guidance is optional and only available in certain situations. The ASU is effective upon issuance and generally can be applied through December 31, 2022. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope. The amendments in this standard are elective and principally apply to entities that have derivative instruments that use an interest rate for margining, discounting, or contract price alignment that is modified as a result of reference rate reform (referred to as the “discounting transition”). The standard expands the scope of ASC 848, Reference Rate Reform and allows entities to elect optional expedients to derivative contracts impacted by the discounting transition. Similar to ASU No. 2020-04, provisions of this ASU are effective upon issuance and generally can be applied through December 31, 2022. Management is evaluating and planning for adoption of the new guidance, including forming a cross-functional LIBOR transition team to determine the Company’s transition plan and facilitate an orderly transition to alternative reference rates, and continuing its assessment on the Company’s unaudited consolidated financial statements.

In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The standard is expected to reduce complexity and improve comparability of financial reporting associated with accounting for convertible instruments and contracts in an entity’s own equity. The ASU also enhances information transparency by making targeted improvements to the related disclosures guidance. Additionally, the amendments affect the diluted EPS calculation for instruments that may be settled in cash or shares and for convertible instruments. The new standard will become effective for the Company beginning January 1, 2024, can be applied using either a modified retrospective or a fully retrospective method of transition and early adoption is permitted. Management is currently evaluating the impact of the new guidance on the Company’s unaudited consolidated financial statements.

In October 2020, the FASB issued ASU No. 2020-10, Codification Improvements. The standard amends the Codification by moving existing disclosure requirements to (or adding appropriate references in) the relevant disclosure sections. The ASU also clarifies various provisions of the Codification by amending and adding new headings, cross-referencing, and refining or correcting terminology. The new standard will become effective for the Company beginning January 1, 2022 and can be applied using either a modified retrospective or a fully retrospective method of transition. Management is currently evaluating the impact of the new guidance on the Company’s unaudited consolidated financial statements.

Note 3 – Investment in Real Estate

Investment in real estate, net consisted of the following at March 31, 2021 and December 31, 2020:

March 31, 2021 December 31, 2020
Building and building improvements $ 288,034,151 $ 140,185,153
Land 46,886,000 23,195,885
Total 334,920,151 163,381,038
Accumulated depreciation (9,786,060 ) (8,590,986 )
Investment in real estate, net $ 325,134,091 $ 154,790,052

As of March 31, 2021, the Company owned interests in 15 real properties as described below:

Portfolio Ownership<br><br><br>Percentage Location Number of<br><br><br>Properties Square<br><br><br>Feet Remaining<br><br><br>Lease<br><br><br>Term^(1)^ Annualized<br><br><br>Rental<br><br><br>Income^(2)^ Acquisition<br><br><br>Date Purchase<br><br><br>Price^(3)^
Walgreens Grand Rapids ("GR Property") 100 % Grand Rapids, MI 1 14,552 11.3 years $ 500,000 July 2017 $ 7,936,508
CF Net Lease Portfolio IV DST ("DST Properties") 100 % Various 7 103,537 15.7 years $ 2,323,749 September 2017 $ 35,706,642
Daimler Trucks North America Office Building ("FM Property") 100 % Fort Mill, SC 1 150,164 7.8 years $ 2,670,638 February 2018 $ 40,000,000
Alliance Data Systems Office Building ("CO Property") 100 % Columbus, OH 1 241,493 11.5 years $ 3,362,844 July 2018 $ 46,950,000
Hoya Optical Labs of America ("Lewisville Property") 100 % Lewisville, TX 1 89,473 7.3 years $ 937,060 November 2018 $ 14,120,000
Williams Sonoma Office Building ("SF Property") 75 % San Francisco, CA 1 13,907 0.8 years $ 582,860 September 2019 $ 11,600,000
Martin Brower Industrial Buildings ("Buchanan Property") 100 % Phoenix, AZ 1 93,302 10.9 years $ 1,083,444 November 2019 $ 17,300,000
Multifamily Residential Property  ("Keller Property") 74 % Carrolton, TX 1 255,627 multiple^(4)^ $ 4,647,552 February 2021 $ 56,500,000
Multifamily Residential Property ("Summerfield Property") 19 % Landover, MD 1 452,876 multiple^(4)^ $ 9,590,592 March 2021 $ 115,500,000
(1) Reflects number of years remaining until the tenant’s first termination option.
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On March 9, 2021, the tenant (Walgreens) of the DST waived the lease termination option and extended the first-term lease maturity by five years to November 30, 2036.

(2) Reflects the average annualized rental income for the lease(s). Annualized rental income for Keller Property and Summerfield Property is based on full occupancy.
(3) Reflects the contract purchase price at 100% ownership as opposed to adjusted for current ownership percentage as applicable.
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(4) Indicates individual tenant leases (with a 1 year average lease term) for the multifamily residential properties.
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Note 4 - Intangibles

The amortization of acquired above-market and/or below-market leases is recorded as an adjustment to Rental revenue on the consolidated statements of operations. For the three months ended March 31, 2021 and March 31, 2020, the net amount of such amortization was included as an increase to rental income of $204,398 and $204,398, respectively.

The amortization of in-place leases is recorded as an adjustment to Depreciation and amortization expense on the consolidated statements of operations. For the three months ended March 31, 2021 and March 31, 2020, the net amount of such amortization was $588,469 and $550,831.

As of March 31, 2021 and December 31, 2020, the gross carrying amount and accumulated amortization of the Company’s intangible assets consisted of the following:

March 31, 2021 December 31, 2020
Intangible assets:
In-place lease intangibles $ 26,089,766 $ 22,234,766
Above-market lease intangibles 451,899 451,899
Total intangible assets 26,541,665 22,686,665
Accumulated amortization:
In-place lease amortization (4,646,295 ) (4,005,777 )
Above-market lease amortization (112,344 ) (104,770 )
Total accumulated amortization (4,758,639 ) (4,110,547 )
Intangible assets, net $ 21,783,026 $ 18,576,118

The estimated future amortization on the Company’s intangible assets for each of the next five years and thereafter as of March 31, 2021 is as follows:

Year In-place Lease<br><br><br>Intangibles Above-market<br><br><br>Lease Intangibles Total
2021 (remaining) 4,274,679 22,721 4,297,400
2022 2,901,114 30,295 2,931,409
2023 1,757,989 30,295 1,788,284
2024 1,757,989 30,295 1,788,284
2025 1,757,989 30,295 1,788,284
Thereafter 8,993,711 195,654 9,189,365
$ 21,443,471 $ 339,555 $ 21,783,026

As of March 31, 2021 and December 31, 2020, the gross carrying amount and accumulated amortization of the Company’s Intangible liabilities consisted of the following:

March 31, 2021 December 31, 2020
Intangible liabilities:
Below-market lease intangibles $ 9,065,316 $ 9,065,316
Accumulated amortization:
Below-market lease amortization (1,476,436 ) (1,264,464 )
Intangible liabilities, net $ 7,588,880 $ 7,800,852

The estimated future amortization on the Company’s intangible liabilities for each of the next five years and thereafter as of March 31, 2021 is as follows:

Year Below-market<br><br><br>Lease Intangibles
2021 (remaining) 635,915
2022 687,001
2023 687,001
2024 687,001
2025 687,001
Thereafter 4,204,961
$ 7,588,880

Note 5 - Five Year Minimum Rental Payments

The estimated future minimum rents the Company expects to receive for the GR Property, FM Property, CO Property, Lewisville Property, the DST Properties, SF Property, and the Buchanan Property for each of the next five years and thereafter through the end of the primary term as of March 31, 2021 is as follows:

Year GR Property FM Property CO Property Lewisville Property DST Properties SF Property Buchanan Property Total
2021 (remaining) $ 375,000 1,920,222 2,415,506 686,949 1,660,693 $ 439,555 776,143 $ 8,274,068
2022 500,000 2,611,352 3,251,284 915,933 2,305,756 — 1,034,857 10,619,182
2023 500,000 2,663,909 3,286,073 943,411 2,305,756 — 1,075,458 10,774,607
2024 500,000 2,716,467 3,321,234 943,411 2,305,756 — 1,079,150 10,866,018
2025 500,000 2,770,526 3,356,771 971,713 2,320,167 — 1,079,150 10,998,327
Thereafter 3,250,000 8,649,446 23,572,354 2,443,858 27,753,863 — 6,938,466 72,607,987
Total $ 5,625,000 $ 21,331,922 $ 39,203,222 $ 6,905,275 $ 38,651,991 $ 439,555 $ 11,983,224 $ 124,140,189

Note 6 - Investments in Real Estate-Related Assets

Preferred Equity Investment – Denver, PA

On January 2, 2019, the Company, through the Operating Partnership, made a preferred equity investment, together with a subsidiary of CFI. The Company’s initial investment of $4,779,353 was made through the Pennsylvania SPE, in which, as of January 2, 2019, the Company owned 40.5% of the membership interests and CFI owned 59.5% of the membership interests.

The Pennsylvania SPE entered into a joint venture agreement (the “Pennsylvania JV”) with a subsidiary of USRA Net Lease III Capital Corp (“USRA”). The Company and CFI, by and through the Pennsylvania SPE, invested $11,805,000 of capital in the Pennsylvania JV. The Pennsylvania JV is the sole member of an entity that purchased the PA Property for a purchase price of $117,050,000. The acquisition of the PA Property was also financed by a mortgage loan in the amount of $76,732,500 (the “PA Mortgage Loan”) provided by Goldman Sachs Mortgage Company (the “PA Mortgage Lender”). In connection with entering into the Pennsylvania JV, CF Real Estate Holdings, LLC, an affiliate of CFI (“CFREH”), entered into a Back-Up Indemnification Agreement (the “CFREH Indemnification Agreement”) with USRA, whereby CFREH agreed to indemnify USRA and certain of its affiliates from certain claims that may be asserted by the PA Mortgage Lender to the extent that such claims are caused by CFREH, the Pennsylvania SPE, or any of their affiliates.

The PA Property is 100% leased to New Albertsons L.P., which is a subsidiary of Albertsons Companies Inc. (“Albertsons”), which serves as the guarantor of the lease (the “PA Property Lease”). The PA Property Lease is a net lease whereby the tenant is responsible for operating expenses, real estate taxes, utilities, repairs, maintenance and capital expenditures, in addition to its obligation to pay base rent.

Subsequent to January 2, 2019, the Company purchased additional membership interests in the Pennsylvania SPE from CFI totaling $7,025,647, bringing the Company’s total investment in the Pennsylvania SPE to $11,805,000 and the Company’s interest in the Pennsylvania SPE to 100%. Accordingly, on December 24, 2019, the Company entered into a Back-Up Indemnification Agreement, whereby the Company assumed all of the past, present and future obligations and liabilities of CFREH under the CFREH Indemnification Agreement, and CFREH was released of such obligations. As of the date hereof, there are no outstanding claims or obligations under the CFREH Indemnification Agreement.

Based on the Company’s consolidation analysis, which was performed in accordance with ASC Topic 810, Consolidation as described in the “Variable Interest Entities” section of Note 2 — Summary of Significant Accounting Policies, management has determined that the Company is the primary beneficiary of the Pennsylvania SPE. Accordingly, on June 5, 2019, the Company has consolidated the Pennsylvania SPE, and has no longer accounted for its investment in the Pennsylvania SPE under the equity method of accounting.

Mezzanine Loan – Melrose Park, IL

On January 2, 2019, the Company, through the Operating Partnership, made a mezzanine loan investment, together with CFI. The Company’s initial investment of $5,099,190 was made through the Illinois SPE, in which, as of January 2, 2019, the Company owned 40.5% of the membership interests and CFI owned 59.5% of the membership interests.

The Illinois SPE, originated a fixed rate, subordinate mezzanine loan in the amount of $12,595,000 to Chicago Grocery Mezz B, LLC, which is owned and controlled by USRA, for the acquisition of the IL Property for a contract purchase price of $124,950,000.

The IL Property is 100% leased to New Albertsons L.P., which is a subsidiary of Albertsons, which serves as the guarantor of the lease (the “IL Property Lease”). The IL Property Lease is a net lease whereby the tenant is responsible for operating expenses, real estate taxes, utilities, repairs, maintenance and capital expenditures, in addition to its obligation to pay base rent.

Subsequent to January 2, 2019, the Company purchased additional membership interests in the Illinois SPE from CFI totaling $7,495,810, bringing the Company’s total investment in the Illinois SPE to $12,595,000 and the Company’s interest in the Illinois SPE to 100%. Subject to the limitations in the Company’s charter, the purchase price for any membership interests purchased from CFI was equal to CFI’s purchase price in exchange for such membership interests.

Based on the Company’s consolidation analysis, which was performed in accordance with ASC Topic 810, Consolidation as described in the “Variable Interest Entities” section of Note 2 — Summary of Significant Accounting Policies, management has determined that the Company is the primary beneficiary of the Illinois SPE. Accordingly, on October 29, 2019, the Company has consolidated the Illinois SPE, and has no longer accounted for its investment in the Illinois SPE under the equity method of accounting.

Station DST Interests

On November 25, 2020, the Company acquired, through the Operating Partnership, beneficial interests (the “Station Interests”) in the Station DST, for a purchase price of $7.6 million. The Station Interests were acquired in a private placement offering managed by an affiliate of CFI. The Station Interests held represent 15% of the Station DST.

On October 29, 2020, the Station DST acquired the fee simple interest in a 444-unit apartment community located in Irving, Texas (the “Station DST Property”), for a total purchase price of $106 million. The purchase price was comprised of $47.1 million in equity and $58.9 million in proceeds from a mortgage loan. At March 31, 2021, the Station DST Property is 96.62% occupied. As part of the acquisition, the Station DST received an appraisal of the Station DST Property as of September 15, 2020 with an appraised value of $107.4 million. This appraisal was conducted by a third-party licensed appraiser and was based upon the income approach (a direct capitalization analysis) and sales comparison approach.

The value of the Station Interests was based upon the Station DST Property appraisal, the fair market value of the mortgage loan encumbering the Station DST Property as of November 30, 2020, the other tangible assets and liabilities of the Station DST such as cash and reserves, each reflecting the Company’s ownership interest in the Station DST (15%).

Based on the Company’s consolidation analysis, the Company determined itself not to be the primary beneficiary of the Station DST and has therefore accounted for as investment in the Station DST under the equity method of accounting in accordance with ASC 323. The Company’s consolidation analysis was performed in accordance with ASC 810 as described in the “Variable Interest Entities” section of Note 2 — Summary of Significant Accounting Policies.

The results of operations for the Company’s investments in real estate-related assets for the three months ended March 31, 2021 and March 31, 2020 are summarized below:

For the Three Months Ended March 31,
Station DST 2021 2020
Revenues $ 953,326 $ —
Operating expenses (505,732 ) —
Other expenses, net (1,369,235 ) —
Net income (loss) $ (921,641 ) $ —
Net income (loss) attributable to the Company^(1)^ $ (261,807 ) $ —
Note: (1) Represents the Company’s allocable share of net income based on the Company’s ownership interest in the underlying investment in real estate-related assets and is included within Income from investments in real-estate related assets on the Company’s unaudited consolidated statements of operations.
--- ---

Note 7 – Loans Payable

On July 11, 2017, in connection with the purchase of the GR Property (refer to Note 3 — Investment in Real Estate), a wholly owned subsidiary of the Operating Partnership entered into a loan agreement (the “GR Loan”) with UBS AG with an outstanding principal amount of $4,500,000. The GR Loan provides for monthly interest payments which accrue through the 10^th^ of each month. The GR Loan bears interest at an initial fixed rate of 4.11% per annum through the anticipated repayment date, July 6, 2027, and thereafter at a revised interest rate of 3.00% per annum plus the greater of the initial interest rate or the 10 year swap yield through the maturity date June 30, 2032.

On February 1, 2018, in connection with the purchase of the FM Property (refer to Note 3 — Investment in Real Estate), the FM Property SPE entered into a loan agreement (the “FM Loan”) with UBS AG with an outstanding principal amount of $21,000,000. The FM Loan provides for monthly interest payments and bears interest at an initial fixed rate of 4.43% per annum through the anticipated repayment date, February 6, 2028 (the “FM Anticipated Repayment Date”), and thereafter at revised rate of 3.00% per annum plus the greater of the initial interest rate or the 10 year swap yield as of the first business day after the FM Anticipated Repayment Date.

On July 31, 2018, in connection with the purchase of the CO Property (refer to Note 3 — Investment in Real Estate), the CO Property SPE entered into a loan agreement (the “CO Loan”) with a related party, CCRE, with an outstanding principal amount of $26,550,000. The CO Loan provides for monthly interest payments and bears interest at an initial fixed rate of 4.94% per annum through the anticipated repayment date, August 6, 2028 (the “CO Anticipated Repayment Date”), and thereafter at an increased rate of 2.50% per annum plus the greater of the initial interest rate or the 10 year swap yield as of the first business day after the CO Anticipated Repayment Date.

On November 15, 2016, in connection with the purchase of the DST Properties, (refer to Note 3 — Investment in Real Estate), the DST entered into a loan agreement (the “DST Loan”) with Citigroup Global Markets Realty Corp. with an outstanding principal amount of $22,495,184. The DST Loan provides for monthly interest payments and bears interest at an initial fixed rate of 4.59% per annum through anticipated repayment date, December 1, 2026 (the “DST Anticipated Repayment Date”), and thereafter at an increased rate of 3.00% per annum plus the greater of the initial interest rate or the 10 year swap yield as of the first business day after the DST Anticipated Repayment Date.

On November 26, 2019, in connection with the purchase of the Buchanan Property (refer to Note 3 – Investment in Real Estate), the Buchanan Property SPE entered into a loan agreement (the “Buchanan Loan”) with Goldman Sachs Bank USA with an outstanding principal amount of $9,600,000. The Buchanan Loan provides for monthly interest payments and bears interest at an initial fixed rate of 3.52% per annum through the anticipated repayment date, December 1, 2029 (the “Buchanan Anticipated Repayment Date”), and thereafter at revised rate of 2.50% per annum plus the greater of the initial interest rate or the 10 year swap yield as of the first business day after the Buchanan Anticipated Repayment Date.

On February 25, 2021, in connection with the purchase of the Keller Property, an indirect subsidiary of the Operating Partnership, 3221 Keller Springs Road Owner, LLC (the “Keller SPE”), entered into a loan agreement (the “Keller Loan”) with CBRE Multifamily Capital, Inc. (the “Keller Lender”) with an outstanding principal amount of $31,277,000.  The Loan provides for monthly interest payments and bears interest at an initial floating rate of 2.203% per annum (which will fluctuate monthly), through the maturity date of March 1, 2031.  One year after the effective date of the Keller Loan, the Keller SPE has the option to convert the Keller Loan to a 7-year or 10-year fixed rate loan, subject to the conditions set forth in the loan agreement (the “Keller Loan Agreement”). Prior to the funding of the Keller Loan, the Company entered into a rate capitalization agreement with SMBC Capital Markets, Inc., (the “Cap Seller”), in which the Cap Seller agrees to make payments to the Company commencing on February 25, 2021 until March 1, 2024.  Under the terms of the rate capitalization agreement, the Cap Seller is obligated to make payments to the Company in the event that 30-Day Average SOFR exceeds the capitalization rate (the “Cap Rate”), of 1.24%. After one year, the Keller SPE may voluntarily prepay all or a portion of the unpaid principal balance of the Keller Loan and all accrued interest thereon and other sums due under the Keller Loan, provided that the Company provides the Keller Lender with prior notice of such prepayment and a prepayment premium of 1% of the principal being prepaid.

On March 26, 2021, in connection with the purchase of the Summerfield Property, the Summerfield DST entered into a loan agreement (the “Summerfield Loan”) with Arbor Private Label, LLC for an outstanding amount of $76,575,000. The Loan provides for monthly interest payments and bears a fixed interest rate of 3.650% per annum, through the maturity date of April 1, 2031.

As of March 31, 2021 and December 31, 2020, the Company’s Loans payable balance was $190,605,395 and $83,380,431, net of deferred financing costs, respectively. As of March 31, 2021 and December 31, 2020, deferred financing costs were $1,391,789 and $764,753, net of accumulated amortization of $177,441 and $158,042, respectively, which has been accounted for within Interest expense on the consolidated statements of operations.

Information on the Company’s Loans payable as of March 31, 2021 and December 31, 2020 is as follows:

Description
FM Property CO Property DST Properties Buchanan Property Keller Springs Property Summerfield Property Total
Principal amount of loans 4,500,000 $ 21,000,000 $ 26,550,000 $ 22,495,184 $ 9,600,000 $ 31,277,000 $ 76,575,000 $ 191,997,184
Less: Deferred financing costs, net of accumulated<br>amortization of 177,441 (51,437 ) (143,730 ) (199,452 ) (271,236 ) (79,862 ) (425,804 ) (220,268 ) (1,391,789 )
Loans payable, net of deferred financing costs and amortization 4,448,563 $ 20,856,270 $ 26,350,548 $ 22,223,948 $ 9,520,138 $ 30,851,196 $ 76,354,732 $ 190,605,395
Description
FM Property CO Property DST Properties Buchanan Property Keller Springs Property Summerfield Property Total
Principal amount of loans 4,500,000 $ 21,000,000 $ 26,550,000 $ 22,495,184 $ 9,600,000 $ — $ — $ 84,145,184
Less: Deferred financing costs, net of accumulated<br>   amortization of 158,042 (53,485 ) (148,297 ) (203,743 ) (277,618 ) (81,610 ) — — (764,753 )
Loans payable, net of deferred financing costs and amortization 4,446,515 $ 20,851,703 $ 26,346,257 $ 22,217,566 $ 9,518,390 $ — $ — $ 83,380,431

All values are in US Dollars.

For the three months ended March 31, 2021 and March 31, 2020, the Company incurred $1,007,501 and $960,195, respectively, of interest expense, which is included within Interest expense on the consolidated statements of operations. As of March 31, 2020 and December 31, 2020, $332,534 and $273,200 respectively, was unpaid and is recorded as accrued interest payable on the Company’s consolidated balance sheets. All of the unpaid interest expense accrued as of March 31, 2021 and December 31, 2020 was paid during April 2021 and January 2021, respectively.

Also included within Interest expense on the consolidated statements of operations is amortization of deferred financing costs, which, for the three months ended March 31, 2021 and March 31, 2020, was $19,107 and $19,155, respectively.

The following table presents the future principal payments due under the Company’s loan agreements as of March 31, 2021:

Year Amount
2021 (remaining) —
2022 —
2023 —
2024 —
2025 —
Thereafter 191,997,184
Total $ 191,997,184

Note 8 – Stockholders’ Equity

Initial Public Offering

On October 17, 2016, the Company filed a registration statement with the SEC on Form S-11 in connection with the Initial Offering of up to $1.25 billion in shares of common stock, consisting of up to $1.0 billion in shares in its Primary Offering and up to $250 million in shares pursuant to its DRP. The registration statement was subsequently declared effective on March 23, 2017. On May 18, 2017, the Company satisfied the Minimum Offering Requirement for the Initial Offering as a result of CFI’s purchase of $2.0 million in Class I shares. On March 20, 2020, the Company filed a second registration statement on Form S-11 with the SEC for the Follow-On Offering. Subsequently, on July 31, 2020, the Company terminated the Primary Offering but is continuing to offer up to $50.0 million of common stock pursuant to the DRP pursuant to a Registration Statement on Form S-3. On August 10, 2020, the SEC declared the Follow-On Offering effective. In the Follow-On Offering, the Company is offering up to $1 billion in shares of common stock in a primary offering on a best efforts basis and $250 million in shares of common stock to be issued pursued to the DRP. Additionally, on July 30, 2020, the Company amended its charter (as amended, the “Charter”) to redesignate its issued and outstanding classes of common stock. As described in the Company’s Second Articles of Amendment to Second Articles of Amendment and Restatement, the Company has redesignated its currently issued and outstanding Class A shares of common stock, Class T shares of common stock and Class I shares of common stock as “Class AX Shares,” “Class TX Shares” and “Class IX Shares,” respectively. This change has not impacted the rights associated with the Class A shares. Class T shares and Class I Shares. In addition, on July 30, 2020, as set forth in the Charter, the Company has reclassified the authorized but unissued portion of its common stock into four additional classes of common stock: Class T Shares, Class S Shares, Class D Shares, and Class I Shares.

As of March 31, 2021, the Company’s total number of authorized shares was 400,000,000, consisting of 10,000,000 of Class AX authorized common shares, 5,000,000 of Class TX authorized common shares, 5,000,000 of Class IX authorized common shares, 100,000,000 of Class T authorized common shares, 20,000,000 of Class S authorized common shares, 60,000,000 of Class D authorized common shares, and 200,000,000 of Class I authorized common shares. The Class AX Shares, Class D Shares, Class I Shares, Class IX Shares, Class S Shares, Class T Shares and Class TX Shares have the same voting rights and rights upon liquidation, although distributions are expected to differ due to the distribution fees payable with respect to Class D Shares, Class S Shares, Class T Shares and Class TX Shares, which will reduce distributions to the holders of such classes of shares.

CFI has paid a portion of selling commissions and all of the dealer manager fees (“Sponsor Support”), up to a total of 4.0% of gross offering proceeds from the sale of Class AX Shares and Class TX Shares, and up to a total of 1.5% of gross offering proceeds from the sale of Class IX Shares, incurred in connection with the Initial Offering. Selling commissions and dealer manager fees are presented net of Sponsor Support on the Company’s unaudited consolidated statements of stockholders’ equity. The Company will reimburse Sponsor Support (i) immediately prior to or upon the occurrence of a liquidity event, including (A) the listing of the Company’s common stock on a national securities exchange or (B) a merger, consolidation or a sale of substantially all of the Company’s assets or any similar transaction or any transaction pursuant to which a majority of the Company’s board of directors then in office are replaced or removed, or (ii) upon the termination of the Advisory Agreement (as defined below) by the Company or by the Advisor. In each such case, the Company will only reimburse CFI after the Company has fully invested the proceeds from the Initial Offering and the Company’s stockholders have received, or are deemed to have received, in the aggregate, cumulative distributions equal to their invested capital plus a 6.0% cumulative, non-compounded annual pre-tax return on such invested capital.

The Company also has 50 million shares of preferred stock, $0.01 par value, authorized. No shares of preferred stock are issued or outstanding.

Cantor Fitzgerald & Co. (the “Dealer Manager”), a related party, provided dealer manager services in connection with the Initial Offering and, subsequently, the Follow-On Offering, together (the “Offerings”). The Offerings are best efforts offerings, which means that the Dealer Manager is not required to sell any specific number or dollar amount of shares of common stock in each of the Offerings, but will use its best efforts to sell the shares of common stock. The Company has entered into the dealer manager agreement with the Dealer Manager in connection with the Initial Offering (the “IPO Dealer Manager Agreement”) and, on August 10, 2020, upon commencement of the Follow-On Offering, has entered into the dealer manager agreement with the Dealer Manager (the “Follow-On Dealer Manager Agreement,” and, collectively with the IPO Dealer Manager Agreement, the “Dealer Manager Agreements”) pursuant to which the Dealer Manager was designated as the dealer-manager for the Follow-On Offering.

As of March 31, 2021, the Company had sold 6,800,910 shares of its common stock (consisting of 3,440,979 Class AX Shares, 1,460,295 Class TX Shares, 1,195,971 Class IX Shares, 443,006 Class I Shares, 143,293 Class T Shares, 115,798 Class D shares, and 1,568 Class S shares) in the Offerings for aggregate net proceeds of $166,304,353. As of December 31, 2020, the Company had sold 6,387,089 shares of its common stock (consisting of 3,450,361 Class AX Shares, 1,472,875 Class TX Shares and 1,218,108 Class IX Shares, 160,013 Class I Shares, 44,884 Class T Shares, 39,281 Class D Shares and 1,567 Class S Shares) in the Offerings for aggregate net proceeds of $156,649,126.

Distributions

The Company’s board of directors has authorized, and the Company has declared, distributions through August 31, 2020 in an amount equal to $0.004253787, and for the period September 1, 2020 through April 1, 2021 in an amount equal to $0.004234973 per day (or approximately $1.55 on an annual basis) per each share of common stock, less, for holders of certain classes of shares, the distribution fees that are payable with respect to such classes of shares as further described in the applicable prospectus. The distributions are payable by the 5^th^ business day following each month end to stockholders of record at the close of business each day during the prior month.

To ensure that the Company has sufficient funds to cover cash distributions authorized and declared during the Initial Offering, the Company and CFI entered into a distribution support agreement, as amended (the “Distribution Support Agreement”). The terms of the agreement provide that in the event that cash distributions exceed modified funds from operations (“MFFO”), defined as a supplemental measure to reflect the operating performance of a non-traded REIT, for any calendar quarter through the termination of the Primary Offering, CFI shall purchase Class IX Shares from the Company in an amount equal to the distribution shortfall, up to $5 million (less the $2.0 million of shares purchased by CFI in order to satisfy the Minimum Offering Requirement). On August 10, 2020, the Company and CFI entered into Second Amended and Restated Distribution Support Agreement (the “Amended Distribution Support Agreement”) to ensure that the Company has a sufficient amount of funds to pay cash distributions to stockholders during the Follow-On Offering. Pursuant to the Amended Distribution Support Agreement, in the event that cash distributions exceed MFFO, CFI will purchase Class I Shares from the Company in the Follow-On Offering in an amount equal to the distribution shortfall, up to $5 million (less the $2.0 million of shares purchased by CFI in order to satisfy the Minimum Offering Requirement and any shares purchased by CFI pursuant to the Distribution Support Agreement in the Initial Offering). As of March 31, 2021, CFI’s remaining obligation pursuant to the Amended Distribution Support Agreement is limited to $1,867,720.

As of March 31, 2021 and December 31, 2020, the Company has declared distributions of $21,582,891 and $19,102,079, respectively, of which $866,897 and $809,365, respectively, was unpaid as of the respective reporting dates and has been recorded as distributions payable on the accompanying consolidated balance sheets. All of the unpaid distributions as of March 31, 2021 and December 31, 2020 were paid during April 2021 and January 2021, respectively. As of March 31, 2021 and December 31, 2020, distributions reinvested pursuant to the Company’s DRP were $7,331,693 and $6,464,069, respectively.

Redemptions

Stockholders are eligible to have their shares repurchased by the Company pursuant to the Amended SRP (as defined below).

In connection with the Follow-On Offering, the Company’s board of directors approved the second amendment and restatement of the Company’s share repurchase program (the “Amended SRP”) on July 27, 2020 and effective August 31, 2020. Repurchases of shares under the Amended SRP are made on a monthly basis. Subject to the limitations of and restrictions provided for in the Amended SRP, and subject to funds being available, shares repurchased under the Amended SRP are repurchased at the transaction price in effect on the date of repurchase, which, generally will be a price equal to the NAV per share applicable to the class of shares being repurchased and most recently disclosed by the Company in a public filing with the SEC. Under the Amended SRP, the Company may repurchase during any calendar month shares of its common stock whose aggregate value (based on the repurchase price per share in effect when the repurchase is effected) is 2% of the aggregate NAV as of the last calendar day of the previous month and during any calendar quarter whose aggregate value (based on the repurchase price per share in effect when the repurchase is effected) is up to 5% of the Company’s aggregate NAV as of the last calendar day of the prior calendar quarter.

There is no minimum holding period for shares under the Amended SRP and stockholders may request that the Company redeem their shares at any time. However, shares that have not been outstanding for at least one year will be redeemed at 95% of the redemption price that would otherwise apply to the class of shares being redeemed; provided, that, the period that shares were held prior to being converted into shares of different class will count toward the total hold period for such shares. The Company intends to waive the 5% holding discount with respect to the repurchase of shares acquired pursuant to its distribution reinvestment plan and shares issued as stock dividends. In addition, upon request, the Company intends to waive the 5% holding discount in the case of the death or disability of a stockholder.

During the three months ended March 31, 2021, the Company repurchased 78,777 shares, in the amount of $1,884,438. During the three months ended March 31, 2020, the Company repurchased 25,284 shares in the amount of $620,659.

Non-controlling Interest

Special Unit Holder

The Special Unit Holder has invested $1,000 in the Operating Partnership and has been issued a special class of limited partnership units as part of the overall consideration for the services to be provided by the Advisor. In addition, the Special Unit Holder is entitled to receive a performance participation distribution from the Operating Partnership, subject to certain terms and calculations as defined within the amended Operating Partnership agreement. Such allocation (the “Performance Participation Allocation”) is paid in cash annually and accrued monthly. As of March 31, 2021, the Special Unit Holder is entitled to $1,388,132 pursuant to the Performance Participation Allocation. The Performance Participation Allocation has been included as a component of Distributions payable on the accompanying consolidated balance sheet. The Special Unit Holder investment in the Operating Partnership, including the Performance Participation Allocation, have been recorded as components of Non-controlling interests in subsidiaries on the consolidated balance sheets as of March 31, 2021 and December 31, 2020, respectively.

GSR Interest in the SF Property SPE

Based on the Company’s consolidation analysis, which was performed in accordance with ASC 810 as described in the “Variable Interest Entities” section of Note 2 — Summary of Significant Accounting Policies, management has determined that the Company is the primary beneficiary of the SF Property SPE. Accordingly, the Company has consolidated the SF Property SPE. As of March 31, 2021, the Company’s ownership interest in the SF Property SPE was 75%, and GSR’s interest was 25%. GSR’s total ownership interest of $2,921,923 has been recorded as a component of Non-controlling interests in subsidiaries on the Company’s unaudited consolidated balance sheet as of March 31, 2021.

Non-controlling interest in Keller Property SPE

Based on the Company’s consolidation analysis, which was performed in accordance with ASC 810 as described in the “Variable Interest Entities” section of Note 2 — Summary of Significant Accounting Policies, management has determined that the Company is the primary beneficiary of the Keller Property SPE. Accordingly, the Company has consolidated the Keller Property SPE. As of March 31, 2021, the Company’s ownership interest in the Keller Property SPE was 73.7%, and other parties’ interest was 26.3%. The other parties’ total ownership interest of $7,017,796 has been recorded as a component of Non-controlling interests in subsidiaries on the Company’s unaudited consolidated balance sheet as of March 31, 2021.

Non-controlling interest in Summerfield DST

Based on the Company’s consolidation analysis, which was performed in accordance with ASC 810 as described in the “Variable Interest Entities” section of Note 2 — Summary of Significant Accounting Policies, management has determined that the Company is the primary beneficiary of the Summerfield DST. Accordingly, the Company has consolidated the Summerfield DST. As of March 31, 2021, the Company’s ownership interest in the Summerfield DST was 19.23%, and other parties’ interest was 80.78%. The other parties’ total ownership interest of $36,834,047 has been recorded as a component of Non-controlling interests in subsidiaries on the Company’s unaudited consolidated balance sheet as of March 31, 2021.

In connection with the acquisition of the Summerfield Property, a wholly owned subsidiary of the Operating Partnership entered a joint venture (the “Summerfield MT JV”) between the wholly owned subsidiary of the Operating Partnership and affiliates of Hamilton Zanze (“HZ”). As of March 31, 2021, the Company’s ownership interest in the Summerfield MT JV was 90%, and HZ’s interest was 10%. HZ’s total ownership interest of $25,000 has been recorded as a component of Non-controlling interests in subsidiaries on the Company’s unaudited consolidated balance sheet as of March 31, 2021.

Note 9 – Related Party Transactions

Keller Property SPE

During the three months ended March 31, 2021, the Company, through the Operating Partnership entered the Keller Member JV, with an affiliate of CFI, to indirectly acquire 97% interests in the Keller Property for a purchase price of $56,500,000. The Company owns 76% interests and CFI owns 24% interests in the Keller Member JV. The remaining 3% interests in the Keller Property is own by CAF, an unrelated third party. As of March 31, 2021, the Company’s interest in the Keller Property SPE was 73.7%. As of March 31, 2021 the Company has consolidated the Keller Property SPE in accordance with ASC 810 as described in the “Variable Interest Entities” section of Note 2 — Summary of Significant Accounting Policies.

Summerfield DST Interests

During the three months ended March 31, 2021, the Company, through the Operating Partnership, entered into a joint venture with CFI to acquire 25% of the Summerfield DST interests in the Summerfield Property. The joint venture is owned 76.9% by the Operating Partnership and 23.1% by CFI. The remaining 75% of the interests (the “Option Interests”) in the Summerfield DST are owned by affiliates of CFI. As of March 31, 2021, the Company’s interest in the Summerfield DST was 19.23%. As of March 31, 2021, the Company has consolidated the Summerfield DST in accordance with ASC 810 as described in the “Variable Interest Entities” section of Note 2 — Summary of Significant Accounting Policies.

Station DST Interests

During the year ended December 31, 2020, the Company, through the Operating Partnership, acquired the Station Interests in the Station DST, a Delaware statutory trust, which is controlled and managed by CFI, for a purchase price of $7,573,700. As of March 31, 2021, the Company’s interest in the Station DST was 15%. The Company accounts for its investment in the Station DST under the equity method of accounting, as described in “Note 6—Investment in Real Estate-Related Assets”.

Amended Operating Partnership Agreement

On August 10, 2020, the Company entered into the Amended and Restated Limited Partnership Agreement of the Operating Partnership (the “Amended Operating Partnership Agreement”), between the Company, as general partner, and the Special Unit Holder, in order to reflect: (i) that the operating partnership units have been redesignated and reclassified to correspond to the classes of the Company’s common stock, consisting of Class AX, Class D, Class I, Class IX, Class S, Class T and Class TX operating partnership units; (ii) the elimination of the incentive fee payable to the Special Unit Holder in connection with a liquidity event or certain other events; and (iii) that, so long as the Amended Advisory Agreement (as defined below) has not been terminated, the Special Unit Holder is entitled to the Performance Participation Allocation as defined and described above.

Fees and Expenses

The Company and the Advisor entered into an amended and restated advisory agreement, dated as of June 29, 2018, as amended by amendment no. 1 (“Amendment No. 1”) to amended and restated advisory agreement, dated and effective as of September 28, 2019 (the “Advisory Agreement”). On June 26, 2019, the Company’s board of directors approved the renewal of the Advisory Agreement upon terms identical to those in effect for an additional one-year term commencing on June 29, 2019 through June 29, 2020. The purpose of Amendment No. 1 was to amend the monthly asset management fee from one-twelfth of 1.25% of the cost of the Company’s investments at the end of the month to one-twelfth of 1.20% of the Company’s most recently disclosed NAV. On August 10, 2020, the Company entered into the Second Amended and Restated Advisory Agreement (the “Amended Advisory Agreement”) with the Advisor and the Operating Partnership. Under the Amended Advisory Agreement, acquisition and disposition fees, including specified property management and oversight fees and refinancing coordination fees, previously payable to the Advisor under the prior advisory agreement were eliminated, although the Advisor continues to be entitled to reimbursement for acquisition and disposition expenses. Under the Amended Advisory Agreement, the Advisor will continue to be paid a fixed asset management fee equal to 1.20% of NAV per annum payable monthly. Further, under the Amended Advisory Agreement, the 1% Cap for reimbursement will be calculated based on 1% of gross offering proceeds from all of the Company’s public offerings (including the Initial Offering) as of such payment date. Pursuant to the Amended Advisory Agreement, and subject to certain restrictions and limitations, the Advisor is responsible for managing the Company's affairs on a day-to-day basis and for identifying, originating, acquiring and managing investments on behalf of the Company. For providing such services, the Advisor receives the following fees and reimbursements from the Company.

Organization and Offering Expenses. The Company will reimburse the Advisor and its affiliates for O&O Costs it incurs on the Company’s behalf but only to the extent that the reimbursement does not cause the selling commissions, the dealer manager fee and the other O&O Costs borne by the Company to exceed 15% of gross offering proceeds of each Offering as of the date of the reimbursement. If the Company raises the maximum offering amount in the Offerings and under the DRP, the Company estimates O&O Costs (other than upfront selling commissions, dealer manager fees and distribution fees), in the aggregate, to be 1% of gross offering proceeds of the Offerings. These O&O Costs include all costs (other than upfront selling commissions, dealer manager fees and distribution fees) to be paid by the Company in connection with the initial set up of the organization of the Company as well as the Offerings, including legal, accounting, printing, mailing and filing fees, charges of the transfer agent, charges of the Advisor for administrative services related to the issuance of shares in the Offerings, reimbursement of bona fide due diligence expenses of broker-dealers, and reimbursement of the Advisor for costs in connection with preparing supplemental sales materials.

The Advisor has agreed to pay for all of the O&O Costs on the Company’s behalf (other than selling commissions, dealer manager fees and distribution fees) through the Escrow Break Anniversary. After the Escrow Break Anniversary, the Advisor, in its sole discretion, may pay some or all of the additional O&O Costs incurred, but is not required to do so. To the extent the Advisor pays such additional O&O Costs, the Company is obligated to reimburse the Advisor subject to the 1% Cap. Following the Escrow Break Anniversary, the Company began reimbursing the Advisor for such costs on a monthly basis, which will continue through May 18, 2021; provided that the Company will not be obligated to reimburse any amounts that as a result of such payment would cause the aggregate payments for O&O Costs paid to the Advisor to exceed the 1% Cap as of such reimbursement date.

As of March 31, 2021 and December 31, 2020, the Advisor had incurred $10,421,308 and $9,946,509, respectively, of O&O Costs (other than upfront selling commissions, dealer manager fees and distribution fees) on behalf of the Company. The amount of the Company’s obligation is limited to the 1% Cap less any reimbursement payments made by the Company to the Advisor for O&O Costs incurred, which, at March 31, 2021 and December 31, 2020, is $129,709 and $312,284, respectively, and is included within Due to related parties in the accompanying consolidated balance sheets. As of March 31, 2021 and December 31, 2020, organizational costs of $90,675 and $90,675, respectively, were expensed and offering costs of $1,651,034 and $1,551,287 were charged to stockholders’ equity. As of March 31, 2021 and December 31, 2020, the Company has made reimbursement payments of $1,612,000 and $1,329,678, respectively, to the Advisor for O&O Costs incurred. As of March 31, 2021, the Advisor has continued to pay all O&O Costs on behalf of the Company.

Asset Management Fees. Asset management fees are due to the Advisor. Asset management fees payable to the Advisor prior to September 2019 consisted of monthly fees equal to one-twelfth of 1.25% of the cost of the Company’s investments at the end of each month. Asset management fees payable to the Advisor as of September 2019 consist of monthly fees equal to one-twelfth of 1.20% of the Company’s most recently disclosed NAV.

For the three months ended March 31, 2021, and March 31, 2020, the Company incurred asset management fees of $466,823 and $386,411, respectively. The asset management fee related to the month of March 2021 of $159,844 was unpaid as of March 31, 2021 and has been included within Due to related parties on the consolidated balance sheet. The amount of asset management fees incurred by the Company during the applicable period is included in the calculation of the limitation of operating expenses pursuant to the 2%/25% Guidelines (as defined and described below).

Other Operating Expenses. Effective April 1, 2018, the Advisory Agreement (i) includes limitations with regards to the incurrence of and additional limitations on reimbursements of operating expenses and (ii) clarifies the reimbursement and expense timing and procedures, including potential reimbursement of unreimbursed operating expenses.

Pursuant to the terms of the Advisory Agreement (which subsequently were incorporated into the Amended Advisory Agreement as defined below), the Company is obligated to reimburse the Advisor for certain operating expenses. Beginning October 1, 2018, the Company was subject to the limitation that it generally may not reimburse the Advisor for any amounts by which the total operating expenses at the end of the four preceding fiscal quarters exceeds the greater of (i) 2% of average invested assets (as defined in the Advisory Agreement) and (ii) 25% of net income other than any additions to reserves for depreciation, bad debts or other similar non-cash reserves and excluding any gain from the sale of investments for that period (the “2%/25% Guidelines”). If the Company’s independent directors determine that all or a portion of such amounts in excess of the limitation are justified based on certain factors, the Company may reimburse amounts in excess of the limitation to the Advisor. In addition, beginning on October 1, 2018, the Company may request any operating expenses that were previously reimbursed to the Advisor in prior or future periods in excess of the limitation to be remitted back to the Company. The Company reimbursed $1,004,539 of the operating expense reimbursement obligation to the Advisor in January 2019. As of March 31, 2021, the Company has accrued but not reimbursed $204,253 in operating expenses pursuant to the Advisory Agreement, which represents the current operating expense reimbursement obligation to the Advisor.

The Advisory Agreement provides that, subject to other limitations on the incurrence and reimbursement of operating expenses contained in the Advisory Agreement, operating expenses which have been incurred and paid by the Advisor will not become an obligation of the Company unless the Advisor has invoiced the Company for reimbursement, which will occur in a quarterly statement and accrued for in the respective period. The Advisor will not invoice the Company for any reimbursement if the impact of such would result in the Company’s incurrence of an obligation in an amount that would result in the Company’s net asset value per share for any class of shares to be less than $25.00. The Company may, however, incur and record an obligation to reimburse the Advisor, even if it would result in the Company’s net asset value per share for any class of shares for such quarter to be less than $25.00, if the Company’s board of directors determines that the reasons for the decrease of the Company’s net asset value per share below $25.00 were unrelated to the Company’s obligation to reimburse the Advisor for operating expenses.

In addition, the Advisory Agreement provides that all or a portion of the operating expenses, which have not been previously paid by the Company or invoiced by the Advisor may be in the sole discretion of the Advisor: (i) waived by the Advisor, (ii) reimbursed to the Advisor in any subsequent quarter or (iii) reimbursed to the Advisor in connection with a liquidity event or termination of the Advisory Agreement, provided that the Company has fully invested the proceeds from its initial public offering and the stockholders have received, or are deemed to have received, in the aggregate, cumulative distributions equal to their invested capital plus a 6% cumulative, non-compounded annual pre-tax return on their invested capital. Any reimbursement of operating expenses remains subject to the limitations described above and the limitations and the approval requirements relating to the 2%/25% Guidelines.

Reimbursable operating expenses include personnel and related employment costs incurred by the Advisor or its Affiliates in performing the services described in the Advisory Agreement, including but not limited to reasonable salaries and wages, benefits and overhead of all employees directly involved in the performance of such services. The Company is not obligated to reimburse the Advisor for costs of such employees of the Advisor or its affiliates to the extent that such employees (A) perform services for which the Advisor receives acquisition fees or disposition fees or (B) serve as executive officers of the Company.

As of March 31, 2021, the total amount of unreimbursed operating expenses was $10,733,706. This includes operating expenses incurred by the Advisor on the Company’s behalf which have not been invoiced to the Company and also amounts invoiced to the Company by the Advisor but not yet reimbursed (“Unreimbursed Operating Expenses”). The amount of operating expenses incurred by the Advisor during the three months ended March 31, 2021 and March 31, 2020 which were not invoiced to the Company amounted to $694,740 and $694,417, respectively.

Property Management Fees. If the Company will engage the Advisor or an affiliate to serve as a property manager with respect to a particular property, the Company will generally pay market rate property management fees. For the three months ended March 31, 2021 and March 31, 2020, the Company incurred property management fees of $36,761 and $36,344, respectively. The property management fees incurred during the month of March 31, 2021 of $46,029 was unpaid as of March 31, 2021 and have been included within Due to related parties on the consolidated balance sheet.

Leasing Commissions. If the Advisor or an affiliate is the Company’s primary leasing agent, then the Company will pay customary leasing fees in amount that is usual and customary in that geographic area for that type of property. As of March 31, 2021 and December 31, 2020, no such amounts have been incurred by the Company.

Selling Commissions, Dealer Manager Fees and Distribution Fees

The Dealer Manager is a registered broker-dealer affiliated with CFI. The Company entered into the Dealer Manager Agreements with the Dealer Manager and is obligated to pay various commissions and fees with respect to the Class AX, Class TX, Class IX, Class T, Class S, Class D and Class I shares distributed in the Offerings. For providing such services, the Dealer Manager will receive fees. CFI has paid a portion of the selling commissions and all of the dealer manager fees as Sponsor Support, up to a total of 4% of gross offering proceeds from the sale of Class AX Shares and Class TX Shares, as well as 1.5% of Class IX Shares, incurred in connection with the Initial Offering. The Company will reimburse such expenses (i) immediately prior to or upon the occurrence of a liquidity event, including (A) the listing of the Company’s common stock on a national securities exchange or (B) a merger, consolidation or a sale of substantially all of the Company’s assets or any similar transaction or any transaction pursuant to which a majority of the Company’s board of directors then in office are replaced or removed, or (ii) upon the termination of the Amended Advisory Agreement by the Company or by the Advisor. In each such case, the Company only will reimburse CFI after the Company has fully invested the proceeds from the Initial Offering and the Company’s stockholders have received, or are deemed to have received, in the aggregate, cumulative distributions equal to their invested capital plus a 6% cumulative, non-compounded annual pre-tax return on such invested capital.

As of March 31, 2021, the likelihood, probability and timing of each of the possible occurrences or events listed in the preceding sentences (i) and (ii) in the above paragraph are individually and collectively uncertain. Additionally, whether or not the Company will have fully invested the proceeds from Initial Offering and also whether the Company’s stockholders will have received, or are deemed to have received, in the aggregate, cumulative distributions equal to their invested capital plus a 6% cumulative, non-compound annual pre-tax return on such invested capital at the time of any such occurrence or event is also uncertain. As of March 31, 2021 and December 31, 2020, CFI has paid Sponsor Support totaling $5,374,526 and $5,374,526, respectively, which will be subject to reimbursement by the Company to CFI in the event of these highly conditional circumstances.

The following summarizes the fees payable to the Dealer Manager:

Distribution Fees. Under the Dealer Manager Agreements, distribution fees are payable to the Dealer Manager with respect to the Company’s Class TX Shares, Class T Shares, Class S Shares and Class D Shares, all or a portion of which may be re-allowed by the Dealer Manager to participating broker-dealers. Under the IPO Dealer Manager Agreement, the distribution fees for Class TX Shares accrue daily and are calculated on outstanding Class TX Shares issued in the Primary Offering in an amount equal to 1.0% per annum of (i) the gross offering price per Class TX Share in the Primary Offering, or (ii) if the Company is no longer offering shares in a public offering, the most recently published per share NAV of Class TX Shares. Under the Follow-On Dealer Manager Agreement, the Company has agreed to pay the Dealer Manager (a) with respect to the Class T Shares and Class S Shares, a distribution fee in an annual amount equal to 0.85% of the aggregate NAV of the outstanding Class T Shares and Class S Shares, as applicable, and (b) with respect to the Class D Shares, a distribution fee in an annual amount equal to 0.25% of the aggregate NAV of the outstanding Class D Shares. The distribution fees are payable monthly in arrears and are paid on a continuous basis from year to year. During the three months ended March 31, 2021 and March 31, 2020, the Company paid distribution fees of $79,226 and $75,303, respectively. As of March 31, 2021 and December 31, 2020, the Company has incurred a liability of $643,223 and $734,830, respectively, which is included within Due to related parties on the consolidated balance sheets, $31,847 and $30,200, respectively, of which was due as of March 31, 2021 and December 31, 2020 and paid during April 2021 and January 2021, respectively.

Selling Commissions. Selling commissions payable to the Dealer Manager in the Initial Offering consisted of (i) up to 1% of gross offering proceeds paid by CFI for Class AX Shares and Class TX shares and, (ii) up to 5% and 2% of gross offering proceeds from the sale of Class AX Shares and Class TX Shares, respectively. No selling commissions were payable with respect to Class IX shares. Selling commissions in the Follow-On Offering consist of 3% and 3.5% of gross offering proceeds from the sale of Class T Shares and Class S Shares, respectively. All or a portion of such selling commissions may be re-allowed to participating broker-dealers. No selling commissions will be payable with respect to Class D and Class I Shares. For the three months ended March 31, 2021 and the year ended December 31, 2020, the Company incurred $61,272 and $646,770 of selling commissions, respectively, which is included within Additional paid-in capital on the consolidated balance sheets. At March 31, 2021 and December 31, 2020, $1,182,925 and $1,182,925 of Sponsor Support, respectively, has been recorded and $1,182,925 and $1,182,925, respectively, has been reimbursed by CFI. No Sponsor Support payment was due at March 31, 2021, as Sponsor Support ended with the termination of the Primary Offering.

Dealer Manager Fees. Dealer manager fees payable to the Dealer Manager in the Initial Offering consisted of up to 3.0% of gross offering proceeds from the sale of Class AX Shares and Class TX Shares sold in the Primary Offering and up to 1.5% of gross offering proceeds from the sale of Class IX Shares sold in the Primary Offering, all of which were paid by CFI. A portion of such dealer manager fees may be re-allowed to participating broker-dealers as a marketing fee. Dealer Manager fees payable to the Dealer Manager in the Follow-On Offering consist of up to 0.5% of gross offering proceeds from the sale of Class T Shares sold in the primary portion of the Follow-On Offering. No dealer manager fees will be payable with respect to Class S Shares, Class D Shares and Class I Shares. For the three months ended March 31, 2021 and the year ended December 31, 2020, the Company recorded $11,741 and $530,894 of dealer manager fees, respectively, which is included within Additional paid-in capital on the consolidated balance sheets. As of March 31, 2021 and December 31, 2020, all of the Sponsor Support related to dealer manager fees has been recorded and $4,191,601 and $4,191,601, respectively, has been reimbursed by CFI. No Sponsor Support payment was due at March 31, 2021, as Sponsor Support ended with the termination of the Primary Offering.

The following table summarizes the above mentioned fees and expenses incurred by the Company for the three months ended March 31, 2021:

Due to<br><br><br>related<br><br><br>parties as of Three months ended<br><br><br>March 31, 2021 Due to<br><br><br>related<br><br><br>parties as of
Type of Fee or Reimbursement Financial Statement<br><br><br>Location December 31,<br><br><br>2020 Incurred Paid March 31, 2021
Management Fees
Asset management fees Management fees $ 150,028 $ 466,823 $ 306,979 $ 159,844
Property management and oversight fees Management fees 37,055 36,761 27,787 46,029
Organization, Offering and Operating Expense<br><br><br>Reimbursements
Operating expenses^(1)^ General and administrative expenses 204,253 — — 204,253
Organization expenses^(2)^ General and administrative expenses 17,879 — 13,448 4,431
Admin Fees^(2)^ General and administrative expenses — 1,800 — 1,800
Offering costs^(2)^ Additional paid-in capital 294,405 99,748 268,875 125,278
Commissions and Fees
Selling commissions and dealer manager fees, net Additional paid-in capital — 73,012 73,012 —
Distribution fees Additional paid-in capital 734,830 (12,381 ) 79,226 643,223
Total $ 1,438,450 $ 665,763 $ 769,327 $ 1,184,858
Note: (1) As of March 31, 2021, the Advisor has incurred, on behalf of the Company, a total of $10,733,706 in Unreimbursed Operating Expenses, including a total of $694,740 for the three months ended March 31, 2021 for which the Advisor has not invoiced the Company for reimbursement. The total amount of Unreimbursed Operating Expenses may, in future periods, be subject to reimbursement by the Company pursuant to the terms of the Advisory Agreement.
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(2) As of March 31, 2021, the Advisor has incurred, on behalf of the Company, a total of $10,421,308 of O&O Costs, of which the Company’s obligation is limited to $129,709, pursuant to the 1% Cap.

The following table summarizes the above mentioned fees and expenses incurred by the Company for the year ended December 31, 2020:

Due to<br><br><br>related<br><br><br>parties as of Year ended December 31, 2020 Due to<br><br><br>related<br><br><br>parties as of
Type of Fee or Reimbursement Financial Statement Location December 31, 2019 Incurred Paid December 31, 2020
Management Fees
Asset management fees Management fees $ 123,179 $ 1,663,624 $ 1,636,775 $ 150,028
Property management and oversight fees Management fees 20,269 145,547 128,761 37,055
Organization, Offering and Operating Expense Reimbursements
Operating expenses^(1)^ General and administrative expenses 204,253 — — 204,253
Organization expenses^(2)^ General and administrative expenses 71,162 444 53,727 17,879
Offering costs^(2)^ Additional paid-in capital 718,499 264,083 688,177 294,405
Commissions and Fees
Selling commissions and dealer manager fees, net Additional paid-in capital — 528,442 528,442 —
Distribution fees Additional paid-in capital 919,819 117,042 302,031 734,830
Total $ 2,057,181 $ 2,719,182 $ 3,337,913 $ 1,438,450
Note: (1) As of December 31, 2020, the Advisor has incurred, on behalf of the Company, a total of $10,038,966 in Unreimbursed Operating Expenses, including a total of $2,594,741 for the year ended December 31, 2020 for which the Advisor has not invoiced the Company for reimbursement. The total amount of Unreimbursed Operating Expenses may, in future periods, be subject to reimbursement by the Company pursuant to the terms of the Advisory Agreement.
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(2) As of December 31, 2020, the Advisor has incurred, on behalf of the Company, a total of $9,946,509 of O&O Costs, of which the Company’s obligation is limited to $312,284, pursuant to the 1% Cap.

Investment by CFI

CFI initially invested $200,001 in the Company through the purchase of 8,180 Class AX Shares at $24.45 per share. CFI may not sell any of these shares during the period it serves as the Company’s sponsor. Neither the Advisor nor CFI currently has any options or warrants to acquire any of the Company’s shares.

As of March 31, 2021, CFI has invested $4,782,281 in the Company through the purchase of 191,337 shares (8,180 Class AX Shares for an aggregate purchase price of $200,001 and 183,157 Class IX Shares for an aggregate purchase price of $4,582,280). CFI purchased 125,157 of the Class IX Shares in the amount of $3,132,280 pursuant to the Distribution Support Agreement, which provides that in certain circumstances where the Company’s cash distributions exceed the Company’s modified funds from operations, CFI will purchase up to $5.0 million of Class IX Shares (including the $2.0 million of shares purchased in order to satisfy the Minimum Offering Requirement) at the then current offering price per Class IX Share net of dealer manager fees to provide additional cash to support distributions to the Company’s stockholders. On August 10, 2020, the Company and CFI entered into the Amended Distribution Support Agreement to ensure that the Company has a sufficient amount of funds to pay cash distributions to stockholders during the Follow-On Offering. Pursuant to the Amended Distribution Support Agreement, in the event that cash distributions exceed MFFO, CFI will purchase Class I Shares from the Company in the Follow-On Offering in an amount equal to the distribution shortfall, up to $5 million (less the $2.0 million of shares purchased by CFI in order to satisfy the Minimum Offering Requirement and any shares purchased by CFI pursuant to the Distribution Support Agreement in the Initial Offering).

Sponsor Support

The Company’s sponsor, CFI, is a Delaware limited liability company and an affiliate of CFLP. CFI has paid a portion of selling commissions and all of the dealer manager fees, up to a total of 4% of gross offering proceeds from the sale of Class AX Shares and Class TX Shares, as well as 1.5% of gross offering proceeds from the sale of Class IX Shares, incurred in connection with the Initial Offering. The Company will reimburse such expenses (i) immediately prior to or upon the occurrence of a liquidity event, including (A) the listing of the Company’s common stock on a national securities exchange or (B) a merger, consolidation or a sale of substantially all of the Company’s assets or any similar transaction or any transaction pursuant to which a majority of the Company’s board of directors then in office are replaced or removed, or (ii) upon the termination of the Amended Advisory Agreement by the Company or by the Advisor. In each such case, the Company only will reimburse CFI after the Company has fully invested the proceeds from the Initial Offering and the Company’s stockholders have received, or are deemed to have received, in the aggregate, cumulative distributions equal to their invested capital plus a 6% cumulative, non-compounded annual pre-tax return on such invested capital. As of March 31, 2021, CFI has paid Sponsor Support totaling $5,374,526.

Note 10 - Variable Interest Entities

As of March 31, 2021 and December 31, 2020, certain VIEs have been identified. In regard to the Company’s investment in the SF Property, the Keller Property and the Summerfield Property, the Company has determined itself to be the primary beneficiary because the Company has a significant variable interest in and control over the SF Property and Keller Property and a controlling interest in the Summerfield Property. Therefore, the Company has consolidated the SF Property, the Keller Property and the Summerfield Property. In regard to the Company’s investment in the Station DST, the Company has determined itself not to be the primary beneficiary, because the Company does not have a significant variable interest in and control over the Station DST. Therefore, the Company has not consolidated the Station DST. The Company’s maximum exposure to loss from its interest in an unconsolidated VIE as of March 31, 2021 is $7,203,457 related to its investment in a real estate-related asset, the Station DST. Refer to Note 6 - Investments in Real Estate-Related Assets for additional information.

Note 11 – Economic Dependency

The Company is dependent on the Advisor and its affiliates for certain services that are essential to the Company, including the sale of the Company’s shares of capital stock, acquisition and disposition decisions and certain other responsibilities. In the event that the Advisor is unable or unwilling to provide such services, the Company would be required to find alternative service providers.

Note 12 – Commitments and Contingencies

As of March 31, 2021 and December 31, 2020, the Company was not subject to litigation nor was the Company aware of any material litigation pending against it. The Company has entered into customary guaranty agreements (the “Guaranty Agreements”) in connection with the financing of certain specific investments, including the acquisition of the GR Property, the FM Property, the Buchanan Property, the CO Property and the Summerfield Property as further described in Note 7 — Loans Payable. Pursuant to the Guaranty Agreements, the Company has guaranteed any losses or liabilities that the lenders may incur as a result of the occurrence of certain enumerated bad acts as defined in the Guaranty Agreements. The Company has also guaranteed the repayment of obligations and indebtedness due to the lenders upon the occurrence of certain enumerated events as defined in the Guaranty Agreements. Additionally, in regards to the GR Property, the FM Property, the Buchanan Property, the CO Property and the Summerfield Property, the Company has also agreed to indemnify the lenders against certain environmental liabilities.

As of March 31, 2021, the Company’s liability under these arrangements is not quantifiable and the potential for the Company to be required to make payments under the Guaranty Agreements is remote.  Accordingly, no contingent liability is recorded in the Company’s unaudited consolidated balance sheet for these arrangements.

Risks and Uncertainties

Financial instruments that potentially subject the Company to concentrations of credit risk include Cash and cash equivalents. At times, balances with any one financial institution may exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance limits. The Company believes it mitigates this risk by investing its cash with high-credit quality financial institutions.

Concentrations of credit risk arise when a number of tenants are engaged in similar business activities, or activities in the same geographic region, or have similar economic features that would cause their ability to meet contractual obligations, including those to the Company, to be similarly affected by changes in economic conditions. The Company is subject to tenant, geographic and industry concentrations. Any downturn of the economic conditions in one or more of these tenants, states or industries could result in a material reduction the Company’s cash flows or material losses to the Company. The Company believes it mitigates this risk by employing a comprehensive set of controls around acquisitions which include detailed due diligence of all lessees. In addition, the Company monitors published credit ratings of its tenants, when available.

Additionally, the full extent of the impact and effects of the recent outbreak of the coronavirus (COVID-19) on the future financial performance of the Company, as a whole, and, specifically, on its investments, lessees of real estate properties owned and borrowers on its loan and preferred equity interests, are uncertain at this time. The impact will depend on future developments, including, among other factors, the duration and spread of the outbreak, along with related travel advisories and restrictions, the recovery time of the disrupted supply chains, the consequential staff shortages, and production delays, and the uncertainty with respect to the accessibility of additional liquidity or to the capital markets. COVID-19 and the current financial, economic and capital markets environment, and future developments in these and other areas, present uncertainty and risk with respect to the Company’s performance, financial condition, results of operations and cash flows.

Note 13 – Fair Value Measurements

Under normal market conditions, the fair value of an investment is the amount that would be received to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price). Additionally, there is a hierarchal framework that prioritizes and ranks the level of market price observability used in measuring investments at fair value. Market price observability is impacted by a number of factors, including the type of investment and the characteristics specific to the investment and the state of the market place, including the existence and transparency of transactions between market participants. Investments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.

Investments measured and reported at fair value are classified and disclosed in one of the following levels within the fair value hierarchy:

Level 1 measurement — quoted prices are available in active markets for identical investments as of the measurement date. The Company does not adjust the quoted price for these investments.

Level 2 measurement — quoted prices are available in markets that are not active or model inputs are based on inputs that are either directly or indirectly observable as of the measurement date.

Level 3 measurement — pricing inputs are unobservable and include instances where there is minimal, if any, market activity for the investment. These inputs require significant judgment or estimation by management or third parties when determining fair value and generally represent anything that does not meet the criteria of Levels 1 and 2. Due to the inherent uncertainty of these estimates, these values may differ materially from the values that would have been used had a ready market for these investments existed.

The following describes the methods the Company uses to estimate the fair value of the Company’s financial assets and liabilities:

Investment in real estate, net —The fair value is estimated by utilizing the income approach to value, using a direct capitalization analysis and discounted cash flow analysis, as well as a sales comparison approach where deemed applicable. As of March 31, 2021 and December 31, 2020, the estimated fair value of the Company’s Investment in real estate, net was $359,770,000 and $179,370,000, respectively. The Company has not elected the fair value option to account for its Investment in real estate, net.

Investments in real estate-related assets —The fair value of the Pennsylvania SPE and the Illinois SPE is estimated by discounting the expected cash flows based on the market interest and preferred return rates for similar loans and preferred equity investments to the Company’s investments. The fair value of the Company’s interest in the Station DST was based upon the Station DST Property appraisal, the fair market value of the mortgage loan encumbering the Station DST Property as of March 31, 2021, and the other tangible assets and liabilities of the Station DST such as cash and reserves, each reflecting the Company’s ownership interest in the Station DST (15%). As of March 31, 2021 and December 31, 2020, the estimated fair value of the Company’s Investments in real estate-related assets was $33,285,923 and $32,738,630, respectively. The Company has not elected the fair value option to account for its Investments in real estate-related assets.

Loans payable —The fair value is estimated by discounting the expected cash flows based on estimated borrowing rates available to the Company as of the measurement date. The current period liabilities’ carrying and fair values exclude net deferred financing costs. These financial instruments are valued using Level 2 inputs. As of March 31, 2021 and December 31, 2020, the estimated fair value of the Company’s loans payable was $193,536,384 and $86,521,068, respectively (excluding deferred financing costs). The Company has not elected the fair value option, and as such has accounted for its debt using the amortized cost method.

Other financial instruments — The Company considers the carrying value of its Cash and cash equivalents to approximate its fair value because of the short period of time between its origination and its expected realization as well as its highly-liquid nature. Due to the short-term maturity of this instrument, Level 1 inputs are utilized to estimate the fair value of this financial instrument.

Note 14 – Subsequent Events

Amazon Cleveland Last Mile Property Acquisition

On May 4, 2021, the Company acquired the interest in an Amazon “last mile”, 168,750 square foot distribution facility located at 10801 Madison Avenue, Cleveland, Ohio for a purchase price of $30,800,000, exclusive of closing costs and other adjustments. The property is leased to a subsidiary of Amazon.com (“Amazon”) under a new, 10-year triple-net lease which is guaranteed by Amazon. The property was acquired with 100% cash, equity funding provided by the Company, 9.9% and the Sponsor, providing 90.1%, of the total funding. The Company intends, but is not obligated, to purchase 100% of the membership interests from the Sponsor.

Common Stock Repurchases

Subsequent to March 31, 2021, the Company received and completed 11 eligible repurchase requests for a total of 27,297 shares in the amount of $659,651.

Status of the Offerings

As of May 14, 2021, the Company had sold an aggregate of 7,075,345 shares of its common stock (consisting of 3,432,623 Class AX Shares, 1,459,964 Class TX Shares, 1,200,562 Class IX Shares, 199,444 Class T Shares, 1,570 Class S Shares, 126,395 Class D Shares, and 654,787 Class I Shares) in the Offerings resulting in net proceeds of $172,764,211 to the Company as payment for such shares.

Distributions

As authorized by the board of directors of the Company, on April 30, 2021 the Company declared the following distributions for each class of the Company’s common stock as rounded to the nearest three decimal places ($1.55 on an annual basis):

Gross Distribution
Class T Shares $ 0.1274
Class S Shares $ 0.1274
Class D Shares $ 0.1274
Class I Shares $ 0.1274
Class AX Shares $ 0.1274
Class TX Shares $ 0.1274
Class IX Shares $ 0.1274

The net distributions for each class of common stock (which represents the gross distributions described above less the distribution fee for the applicable class of common stock as described in the Company’s applicable prospectus) are payable to stockholders of record immediately following the close of business on April 30, 2021 and will be paid on or about May 7, 2021. These distributions will be paid in cash or reinvested in shares of the Company’s common stock for stockholders participating in the Company’s distribution reinvestment plan. Some or all of the cash distributions may be paid from sources other than cash flow from operations.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with the unaudited consolidated financial statements and notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q. In addition to historical data, this discussion contains forward-looking statements about Cantor Fitzgerald Income Trust, Inc.’s, formerly known as Rodin Global Property Trust, Inc., (the “Company”) business, operations and financial performance based on current expectations that involve risks, uncertainties and assumptions. The Company’s actual results may differ materially from those in this discussion as a result of various factors, including but not limited to those discussed under “Risk Factors” in the Company’s Registration Statement on Form S-11 (File No. 333-237327) (the “Registration Statement”), under Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, and elsewhere in this Quarterly Report on Form 10-Q. The Company does not undertake to revise or update any forward-looking statements.

Forward-Looking Statements

This Form 10-Q contains forward-looking statements about the Company’s business, including, in particular, statements about the Company’s plans, strategies and objectives. You can generally identify forward-looking statements by the Company’s use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue” or other similar words. These statements include the Company’s plans and objectives for future operations, including plans and objectives relating to future growth and availability of funds, and are based on current expectations that involve numerous risks and uncertainties. Assumptions relating to these statements involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to accurately predict and many of which are beyond the Company’s control. Although the Company believes the assumptions underlying the forward-looking statements, and the forward-looking statements themselves, are reasonable, any of the assumptions could be inaccurate and, therefore, there can be no assurance that these forward-looking statements will prove to be accurate and the Company’s actual results, performance and achievements may be materially different from that expressed or implied by these forward-looking statements. In light of the significant uncertainties inherent in these forward-looking statements, the inclusion of this information should not be regarded as a representation by the Company or any other person that the Company’s objectives and plans, which the Company considers to be reasonable, will be achieved.

Factors that could cause the Company’s results to be materially different include, but are not limited to the following:

• the Company’s ability to successfully raise capital in its public offerings;
• the Company’s dependence on the resources and personnel of Cantor Fitzgerald Income Advisors, LLC, formerly known as Rodin Global Property Advisors, LLC (the “Advisor”), Cantor Fitzgerald Investors, LLC (“CFI”), and their affiliates, including the Advisor’s ability to source and close on attractive investment opportunities on the Company’s behalf;
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• the performance of the Advisor and CFI;
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• the Company’s ability to deploy capital quickly and successfully and achieve a diversified portfolio consistent with target asset classes;
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• the Company’s ability to access financing for its investments;
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• the Company’s liquidity;
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• the Company’s ability to make distributions to its stockholders, including from sources other than cash flow from operations;
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• the effect of paying distributions to stockholders from sources other than cash flow provided by operations;
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• the lack of a public trading market for the Company’s shares;
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• the impact of economic conditions on the tenants, borrowers and others who the Company depends on to make payments to it;
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• the Advisor’s ability to attract and retain sufficient personnel to support growth and operations;
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• the Company’s limited operating history;
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• difficulties in economic conditions generally and the real estate, debt, and securities markets specifically;
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• changes in the Company’s business or investment strategy;
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• environmental compliance costs and liabilities;
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• any failure in the Advisor’s due diligence to identify all relevant facts in the Company’s underwriting process or otherwise;
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• the impact of market and other conditions influencing the availability of equity versus debt investments and performance of the Company’s investments relative to its expectations and the impact on the actual return on invested equity, as well as the cash provided by these investments;
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• defaults on or non-renewal of leases by tenants, lease renewals at lower than expected rent, or failure to lease properties at all or on favorable rents and terms;
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• the degree and nature of the Company’s competition;
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• risks associated with using debt to fund the Company’s business activities, including re-financing and interest rate risks;
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• illiquidity of investments in the Company’s portfolio;
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• the Company’s ability to finance its transactions;
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• the effectiveness of the Company’s risk management systems;
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• information technology risks, including capacity constraints, failures, or disruptions in the Company’s systems or those of parties with which the Company interacts, including cybersecurity risks and incidents, privacy risk and exposure to potential liability and regulatory focus;
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• the Company’s ability to realize current and expected returns over the life of its investments;
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• the Company’s ability to maintain effective internal controls;
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• regulatory requirements with respect to the Company’s business, as well as the related cost of compliance;
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• risks associated with guarantees and indemnities related to the Company’s loans;
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• the Company’s ability to qualify and maintain its qualification as a REIT (as defined below) for U.S. federal income tax purposes and limitations imposed on the Company’s business by its status as a REIT;
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• changes in laws or regulations governing various aspects of the Company’s business and non-traded REITs generally, including, but not limited to, changes implemented by the Department of Labor, the Securities & Exchange Commission (the “SEC”), or FINRA and changes to laws governing the taxation of REITs;
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• the Company’s ability to maintain its exemption from registration under the Investment Company Act;
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• general volatility in domestic and international capital markets and economies;
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• effect of regulatory actions, litigation and contractual claims against the Company and its affiliates, including the potential settlement and litigation of such claims;
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• the impact of any conflicts arising among the Company and CFI and its affiliates;
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• the adequacy of the Company’s cash reserves and working capital;
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• increases in interest rates, operating costs and expenses, or greater than expected capital expenditures;
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• the full extent of the impact and effects of the outbreak of coronavirus (COVID-19) on the future financial performance of the Company and its tenants;
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• the timing of cash flows, if any, from the Company’s investments; and
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• other risks associated with investing in the Company’s targeted investments.
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The foregoing list of factors is not exhaustive. Factors that could have a material adverse effect on the Company’s operations and future prospects are set forth under Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. The factors set forth in the Risk Factors section could cause the Company’s actual results to differ significantly from those contained in any forward-looking statement contained in this quarterly report.

Overview

The Company is a Maryland corporation that has elected and qualified to be taxed as a REIT for U.S. federal income tax purposes beginning with the taxable year ending December 31, 2017. The Company is externally managed by the Advisor, a Delaware limited liability company and wholly owned subsidiary of the Company’s sponsor, CFI. The Company is a commercial real estate company formed to invest in and manage a diversified portfolio of income-producing commercial properties and other real estate-related assets.

The Company was incorporated in the State of Maryland on February 2, 2016 under the name Rodin Global Access Property Trust, Inc. On September 12, 2016, the Company changed its name to Rodin Global Property Trust, Inc. and on July 30, 2020, the Company changed its name to Cantor Fitzgerald Income Trust, Inc.

The Company plans to own substantially all of its assets and conduct its operations through the Operating Partnership. The Company is the sole general partner and limited partner of the Operating Partnership and CFI’s wholly owned subsidiary, Cantor Fitzgerald Income Trust OP Holdings, LLC, formerly known as Rodin Global Property Trust OP Holdings, LLC, (the “Special Unit Holder”), is the sole special unit holder of the Operating Partnership.

On February 2, 2016, the Company was capitalized with a $200,001 investment by CFI through the purchase of 8,180 Class A shares. The Company has registered with the SEC an offering of up to $1.25 billion in shares of common stock, consisting of up to $1.0 billion in shares in the Company’s primary offering (“Primary Offering”) and up to $250 million in shares pursuant to its distribution reinvestment plan (the “DRP”, and together with the Primary Offering, the “Initial Offering”). The Company’s Registration Statement was declared effective by the SEC on March 23, 2017. On May 18, 2017, the Company satisfied the minimum offering requirement as a result of the purchase of $2.0 million in Class I shares by CFI (the “Minimum Offering Requirement”). The Company terminated the Primary Offering effective July 31, 2020, but is continuing to offer up to $50.0 million of common stock pursuant to the DRP.

On March 20, 2020, the Company filed a registration statement on Form S-11 with the SEC for a proposed second public offering (the “Follow-On Offering”). The Company’s Registration Statement for the Follow-On Offering was declared effective by the SEC in August 2020. In the Follow-On Offering, the Company is offering up to $1 billion in shares of common stock in a primary offering on a best efforts basis and $250 million in shares of common stock to be issued pursuant to a distribution reinvestment plan. On July 30, 2020, the Company, amended its charter (as amended, the “Charter”) to redesignate its currently issued and outstanding Class A shares of common stock, Class T shares of common stock and Class I shares of common stock as “Class AX Shares,” “Class TX Shares” and “Class IX Shares,” respectively. In addition, on July 30, 2020, as set forth in the Charter, the Company has reclassified the authorized but unissued portion of its common stock into four additional classes of common stock: Class T Shares, Class S Shares, Class D Shares, and Class I Shares. The Class AX Shares, Class TX Shares and Class IX Shares generally have the same rights, including voting rights, as the Class T Shares, Class S Shares, Class D Shares and Class I Shares that the Company is offering pursuant to the Follow-On Offering. Additionally, upon commencement of the Follow-On Offering, the Company began operating as a non-exchange traded perpetual-life REIT.

As of May 14, 2021, the Company had sold 3,432,623 Class AX shares, 1,459,964 Class TX shares, 1,200,562 Class IX shares, 199,444 Class T shares, 126,395 Class D shares, 1,570 Class S shares, and 654,787 Class I shares of common stock in the Primary Offering and the primary portion of the Follow-on Offering, as well as 196,541 Class AX shares, 77,012 Class TX shares, 45,781 Class IX shares, 362 Class T shares, 586 Class D shares, 3 Class S shares, and 3,051 Class I shares in the DRP for aggregate net proceeds of $172,764,211 in the Initial Offering and the Follow-On Offering (collectively, the “Offerings”).

Prior to the commencement of the Follow-On Offering, the Company determined its net asset value as of the end of each quarter. Net Asset Value (“NAV”), as defined, is calculated consistent with the procedures set forth in the Company’s prospectus and excludes any organization and offering expenses paid by the Advisor on the Company’s behalf (other than selling commissions, dealer manager fees and distribution fees) (“O&O Costs”), with such costs to be reflected in the Company’s NAV to the extent the Company reimburses the Advisor for these costs. Upon commencement of the Follow-On Offering, the Company started determining its NAV on a monthly basis, beginning with the determination of NAV as of July 31, 2020. As of March 31, 2021, the Company’s NAV was $24.17 per Class AX share, Class IX share, and Class I share, $24.16 per Class D share and $24.15 per Class TX share, Class T share and Class S shares. For further discussion of the Company’s NAV calculation, please see “—Net Asset Value”.

Prior to the commencement of the Follow-On Offering, the Company’s investment strategy was focused primarily on the acquisition of single-tenant net leased commercial properties located in the United States, United Kingdom and other

European countries, as well as origination and investment in loans related to net leased commercial properties. Upon commencement of the Follow-On Offering, the Company intends to invest in a diversified portfolio of income-producing commercial real-estate and debt secured by commercial real estate located primarily in the United States. The Company will seek to invest: (a) at least 80% of the Company’s assets in properties and real estate-related debt; and (b) up to 20% of the Company’s assets in real estate-related securities. The number and type of properties or real estate-related securities that the Company acquires will depend upon real estate market conditions, the amount of proceeds the Company raises in its offerings and other circumstances existing at the time the Company is acquiring such assets.

As of March 31, 2021, the Company had made the following investments:

• A retail property located in Grand Rapids, Michigan (the “GR Property”).
• An office property located in Fort Mill, South Carolina (the “FM Property”).
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• An office property located in Columbus, Ohio (the “CO Property”).
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• A flex industrial property located in Lewisville, TX (the “Lewisville Property”).
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• A Delaware Statutory Trust, CF Net Lease Portfolio IV DST (the “DST”), which owns seven properties (individually, a “DST Property”, and collectively, the “DST Properties”).
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• CF Albertsons Lancaster, LLC (the “Pennsylvania SPE”), which made a preferred equity investment (the “Lancaster PE”) through a joint venture agreement to purchase a cold storage and warehouse distribution facility located in Denver, Pennsylvania (the “PA Property”).
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• CF Albertsons Chicago, LLC (the “Illinois SPE”), which originated a fixed rate, subordinate mezzanine loan (the “Chicago Jr Mezz”) for the acquisition of a cold storage and warehouse distribution facility located in Melrose Park, Illinois (the “IL Property”).
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• A majority interest in a joint venture with an unrelated third party (the “Battery Street SF JV”) that owns an office property located in San Francisco, California (the “SF Property”).
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• An industrial property located in Phoenix, Arizona (the “Buchanan Property”).
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• Interests (15%) in a Delaware Statutory Trust, CF Station Multifamily DST (the “Station DST”), which owns a multifamily residential property located in Irving, Texas (the “Station Property”).
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• An interest (76%) in an affiliated joint venture (the “Keller Member JV”) that owns a majority interest (97%) in a multifamily property located in Carrolton, Texas (the “Keller Property”) through a joint venture (the “Keller JV”) with an unrelated third party.
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• An interest (76.9%) in an affiliated joint venture (the “Summerfield DST Holder”) that owns a controlling interest (25%) in a Delaware Statutory Trust, CF Summerfield Multifamily DST (the “Summerfield DST”), which owns a multifamily residential property located in Landover, MD (the “Summerfield Property”).
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The Company has no employees and has retained the Advisor to manage its affairs on a day-to-day basis. The Advisor’s responsibilities include, but are not limited to, providing real estate-related services, including services related to originating investments, negotiating financing, and providing property-level asset management services, property management services, leasing and construction oversight services and disposition services, as needed. The Advisor is a wholly owned subsidiary of CFI and therefore, the Advisor and CFI are related parties. The Advisor and its affiliates receive, as applicable, compensation, fees and expense reimbursements for services related to the investment and management of the Company’s assets. Such affiliated entities receive fees, expense reimbursements, and distributions (related to ownership of the Company’s common stock) as well as other compensation during the offering, acquisition, operational and liquidation stages.

The Company is not aware of any material trends or uncertainties, favorable or unfavorable, other than national economic conditions affecting real estate generally, that may be reasonably anticipated to have a material impact on either capital resources or the revenues or income to be derived from acquiring properties or real estate-related securities, other than those referred to in this Quarterly Report on Form 10-Q.

Operating Highlights

First Quarter of 2021 Activity

• Issued approximately 413,821 shares of common stock in the Offerings for gross proceeds of approximately $10.0 million.
• Acquired a 76% interest in Keller Member JV that owns a majority interest (97%) in the Keller Property SPE.
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• Acquired a 76.9% interest in Summerfield DST Holder that owns a controlling interest (25%) in the Summerfield DST.
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• Entered into an agreement with Walgreen Co. to extend the lease term on seven Walgreens property locations owned by the DST. The agreement confirms Walgreens waiver of a termination option thereby extending the first-term lease maturity by five years to November 30, 2036. Under the terms of the agreement, Walgreen Co received $2.7 million from the Company in exchange for the waiver of a termination right by the tenant.
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Portfolio Information

As of March 31, 2021, the Company owned interests in 15 real properties as described below:

Portfolio Ownership<br><br><br>Percentage Location Number of<br><br><br>Properties Square<br><br><br>Feet Remaining<br><br><br>Lease<br><br><br>Term^(1)^ Annualized<br><br><br>Rental<br><br><br>Income^(2)^ Acquisition<br><br><br>Date Purchase<br><br><br>Price^(3)^
Walgreens Grand Rapids ("GR Property") 100 % Grand Rapids, MI 1 14,552 11.3 years $ 500,000 July 2017 $ 7,936,508
CF Net Lease Portfolio IV DST ("DST Properties") 100 % Various 7 103,537 15.7 years $ 2,323,749 September 2017 $ 35,706,642
Daimler Trucks North America Office Building ("FM Property") 100 % Fort Mill, SC 1 150,164 7.8 years $ 2,670,638 February 2018 $ 40,000,000
Alliance Data Systems Office Building ("CO Property") 100 % Columbus, OH 1 241,493 11.5 years $ 3,362,844 July 2018 $ 46,950,000
Hoya Optical Labs of America ("Lewisville Property") 100 % Lewisville, TX 1 89,473 7.3 years $ 937,060 November 2018 $ 14,120,000
Williams Sonoma Office Building ("SF Property") 75 % San Francisco, CA 1 13,907 0.8 years $ 582,860 September 2019 $ 11,600,000
Martin Brower Industrial Buildings ("Buchanan Property") 100 % Phoenix, AZ 1 93,302 10.9 years $ 1,083,444 November 2019 $ 17,300,000
Multifamily Residential Property  ("Keller Property") 74 % Carrolton, TX 1 255,627 multiple^(4)^ $ 4,647,552 February 2021 $ 56,500,000
Multifamily Residential Property ("Summerfield Property") 19 % Landover, MD 1 452,876 multiple^(4)^ $ 9,590,592 March 2021 $ 115,500,000
(1) Reflects number of years remaining until the tenant’s first termination option.
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On March 9, 2021, the tenant (Walgreens) of the DST waived the lease termination option and extended the first-term lease maturity by five years to November 30, 2036.

(2) Reflects the average annualized rental income for the lease(s). Annualized rental income for Keller Property and Summerfield Property is based on full occupancy.
(3) Reflects the contract purchase price at 100% ownership as opposed to adjusted for current ownership percentage as applicable.
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(4) Indicates individual tenant leases (with 1 year average lease term) for the multifamily residential properties.
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As of March 31, 2021, lease expirations related to the Company’s portfolio of real estate assets (excluding multifamily) based on relative contribution to NAV for each asset were as follows:

• 2021 – 2024 – 6%
• 2025 – 2028 – 26%
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• 2029 – 2032 – 36%
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• After 2032 – 32%
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As of March 31, 2021, the industry concentration of the Company’s portfolio of assets based on relative contribution to NAV for each asset was as follows:

• Multifamily – 45%
• Single Tenant Office – 25%
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• Single Tenant Industrial – 14%
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• Single Tenant Necessity Retail – 12%
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• Cash – 3%
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As of March 31, 2021, the geographic concentration of the Company’s portfolio of real estate assets based on relative contribution to NAV for each asset was as follows:

• Maryland – 30%
• Texas – 20%
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• Ohio – 14%
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• South Carolina – 10%
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• Michigan – 5%
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• Arizona – 5%
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• Oklahoma – 4%
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• Illinois – 3%
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• California – 3%
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• Pennsylvania – 3%
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• Arkansas – 1%
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As of March 31, 2021, the investment type concentration of the Company’s portfolio of real estate assets based on relative contribution to NAV for each asset was as follows:

• Common Equity – 94%
• Mezzanine Loan – 3%
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• Preferred Equity – 3%
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As of March 31, 2021, the tenant credit profile concentration of the Company’s portfolio of real estate assets (excluding multifamily) based on relative contribution to NAV for each asset was as follows:

• Unrated – 38%
• Investment Grade^(1)^ – 50%
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• Non-Investment Grade – 12%
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^(1)^Incudes Daimler Trucks North America, LLC. Daimler AG, the parent company of Daimler Trucks North America, LLC, is rated A3 by Moody’s. Daimler AG does not guarantee the lease.

As of March 31, 2021, the Company owned the preferred equity investment described below:

Portfolio Original<br><br><br>Investment<br><br><br>Amount Preferred<br><br><br>Return Number of<br><br><br>Properties Square<br><br><br>Feet Lease<br><br><br>Expiration<br><br><br>Date Acquisition<br><br><br>Date Tenant<br><br><br>Renewal Options
Denver, PA— Pref Equity Investment $ 11,805,000 Ranging from<br><br><br>7.75% in<br><br><br>2019 to<br><br><br>8.74% in<br><br><br>2028 1 1,539,407 January 31, 2039 January 2019 9 extension<br><br><br>options for<br><br><br>5 years each

As of March 31, 2021, the Company owned the mezzanine loan investment described below:

Portfolio Original Loan<br><br><br>Amount Annual Interest Rate Prior to Anticipated Repayment Number of Properties Square Feet Acquisition Date Initial Maturity Date Amortization
Melrose Park, IL—Mezz B Loan $ 12,595,000 Ranging from<br><br><br>7.75% in<br><br><br>2019 to<br><br><br>8.74% in<br><br><br>2028 1 1,561,613 January 2019 January 6, 2034^(1)^ Interest<br><br><br>only
(1) Anticipated repayment date is January 6, 2029.
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Related Party Transactions

The Company has entered into agreements with the Advisor, the Dealer Manager and CFI and its affiliates, whereby the Company pays certain fees and reimbursements to these entities during the various phases of the Company’s organization and operation. During the organization and offering stage, these include payments to the Dealer Manager for selling commissions, the dealer manager fee, distribution fees, and payments to the Advisor for reimbursement of organization and offering costs. During the acquisition and operational stages, these include payments for certain services related to the management and performance of the Company’s investments and operations provided to the Company by the Advisor and its affiliates pursuant to various agreements the Company has entered into with these entities. In addition, CFI has provided Sponsor Support in connection with the Initial Offering, which is subject to reimbursement under certain circumstances. See Note 9 — Related Party Transactions in the Notes to the consolidated financial statements contained elsewhere in this Quarterly Report on Form 10-Q for additional information concerning the Company’s related party transactions and agreements.

Results of Operations

Rental Revenues

For the three months ended March 31, 2021 and March 31, 2020, the Company earned rental revenues of $3,283,600 and $3,069,547, respectively.

The Company’s rental revenues consist primarily of rental income from triple net leased commercial properties. The increase in rental revenues of $214,053 for the three months ended March 31, 2021, as compared to the three months ended March 31, 2020, was primarily due to the acquisitions of rental income-producing properties, namely the Keller Property and the Summerfield Property.

Preferred Return Income

For the three months ended March 31, 2021 and March 31, 2020, the Company earned preferred return income of $235,215 and $234,546, respectively.

The Company’s preferred return income consists of preferred return accrued on the Company’s investment in the Pennsylvania SPE. The increase in preferred return income of $669 for the three months ended March 31, 2021, as compared to the three months ended March 31, 2020, and were due to the increase of rate of return of the Pennsylvania SPE.

Income from mezzanine loan investment

For the three months ended March 31, 2021 and March 31, 2020, the Company earned income from mezzanine loan investment of $250,763 and $250,242, respectively.

The Company’s income from mezzanine loan investment consists of interest income accrued on the Company’s investment in the Illinois SPE. The increase in income from mezzanine loan investment of $521, for the three months ended March 31, 2021, as compared to the three months ended March 31, 2020, and was due to the increase of the interest rate of the Illinois SPE.

Tenant Reimbursement Income

For the three months ended March 31, 2021 and March 31, 2020, the Company earned tenant reimbursement income of $518,932 and $421,159, respectively.

The tenant reimbursement income consists of amounts received by the Company from the tenants of its properties for reimbursable expenses paid by the Company on behalf of the tenants in accordance with the provisions of the respective property leases. The increase in tenant reimbursement income of $97,773 for the three months ended March 31, 2021, as compared to the three months ended March 31, 2020, was primarily due to the acquisitions of the Keller Property and the Summerfield Property.

General and Administrative Expenses

For the three months ended March 31, 2021 and March 31, 2020, the Company incurred general and administrative expenses of $40,456 and $54,765, respectively.

The general and administrative expenses consist primarily of operating expense reimbursements to the Advisor, accounting fees and other professional fees. Pursuant to the terms of the Amended Advisory Agreement, the Company is obligated to reimburse the Advisor for certain operating expenses. Beginning October 1, 2018, the Company was subject to the limitation that it generally may not reimburse the Advisor for any amounts by which the total operating expenses at the end of the four preceding fiscal quarters exceeds the greater of (i) 2% of average invested assets (as defined in the Amended Advisory Agreement) and (ii) 25% of net income other than any additions to reserves for depreciation, bad debts or other similar non-cash reserves and excluding any gain from the sale of investments for that period (the “2%/25% Guidelines”).

The decrease in general and administrative expenses of $14,309 during the three months ended March 31, 2021, as compared to the three months ended March 31, 2020, were mainly due to a decrease in the amount of operating expenses incurred by the Company during such periods. As of March 31, 2021, the Advisor has incurred, on behalf of the Company, a total of $10,733,706 in Unreimbursed Operating Expenses, including a total of $694,740 for the three months ended March 31, 2021, compared to $694,417 for the three months ended March 31, 2020, for which the Advisor has not invoiced the Company for reimbursement.

Management Fees

For the three months ended March 31, 2021 and March 31, 2020, the Company incurred management fees of $503,584 and $422,755, respectively.

Pursuant to the terms of the Amended Advisory Agreement, the Company is required to pay the Advisor a monthly asset management fee, and may pay a monthly property management fee to the Advisor or an affiliate of the Advisor, if the Advisor or such affiliate serves as a property manager with respect to a particular property. Additionally, the Company may be required to reimburse certain expenses incurred by the Advisor in providing such asset management services, subject to limitations set forth in the Amended Advisory Agreement.

Asset management fees payable to the Advisor prior to September 2019 consisted of monthly fees equal to one-twelfth of 1.25% of the cost of the Company’s investments at the end of each month. Asset management fees payable to the Advisor as of September 2019 consist of monthly fees equal to one twelfth of 1.20% of the Company’s most recently disclosed NAV.

The increase in management fees of $80,829 for the three months ended March 31, 2021, as compared to the three months ended March 31, 2020, was due to the calculation of the asset management fee based on a higher NAV for the three months ended March 31, 2021.

Property Operating Expenses

For the three months ended March 31, 2021 and March 31, 2020, the Company incurred property operating expenses of $352,802 and $432,964, respectively.

The property operating expenses consist of reimbursable expenses paid by the Company on behalf of its tenants in accordance with the provisions of the respective property leases. The decrease in property operating expenses of $80,162 for the three months ended March 31, 2021, as compared to the three months ended March 31, 2020, was primarily the decrease of property operating expenses during such periods.

Depreciation and Amortization

For the three months ended March 31, 2021 and March 31, 2020, the Company incurred depreciation and amortization of $1,835,594 and $1,629,668, respectively.

The increase in depreciation and amortization expenses of $205,926 for the three months ended March 31, 2021 as compared to the three months ended March 31, 2020, was primarily due to the acquisition of the Keller Property.

Interest Expense

For the three months ended March 31, 2021 and March 31, 2020, the Company incurred interest expense of $1,082,615 and $979,350, respectively.

Interest expense is composed of interest paid and accrued on the Company’s outstanding loans payable, and also includes amortization of deferred financing costs.

The increase in interest expense of $103,265 during the three months ended March 31, 2021, as compared to three months ended March 31, 2020, was primarily due to the acquisition of the Keller Property and the Summerfield Property.

Interest Income

For the three months ended March 31, 2021 and March 31, 2020, the Company earned interest income of $1,864 and $46,084, respectively.

Interest income is composed of interest earned on interest bearing cash deposit accounts with banking institutions.

The decrease in interest income of $44,220 during the three months ended March 31, 2021, respectively, as compared to the three months ended March 31, 2020, was primarily due to a decrease in interest rates associated with the cash held by the Company in interest bearing deposit accounts with banking institutions.

Loss from Investments in Real Estate-Related Assets

Loss from investments in real estate-related assets is incurred on the company’s investment in the Station DST. For the three months ended March 31, 2021 and March 31, 2020, the Company’s loss from investments in real estate-related assets of $261,807 and $0, respectively.

The increase in loss from investments in real estate-related assets of $261,807 during the three months ended March 31, 2021, as compared to the three months ended March 31, 2020, was due to the ownership interest in the Stations DST.

Funds from Operations and Modified Funds from Operations

The Company defines modified funds from operations (“MFFO”) in accordance with the definition established by the Institute for Portfolio Alternatives, or IPA. The Company’s computation of MFFO may not be comparable to other REITs that do not calculate MFFO using the current IPA definition. MFFO is calculated using funds from operations (“FFO”). The Company computes FFO in accordance with the standards established by the National Association of Real Estate Investment Trusts, or NAREIT, as net income or loss (computed in accordance with accounting principles generally accepted in the United States, or U.S. GAAP), excluding gains or losses from sales of depreciable properties, the cumulative effect of changes in accounting principles, real estate-related depreciation and amortization, impairment charges on depreciable property owned directly or indirectly and after adjustments for unconsolidated/uncombined partnerships and joint ventures. FFO, as defined by NAREIT, is a computation made by analysts and investors to measure a real estate company’s cash flow generated by operations. The Company’s computation of FFO may not be comparable to other REITs that do not calculate FFO in accordance with the current NAREIT definition. MFFO excludes from FFO the following items, as applicable:

• acquisition fees and expenses;
• straight-line rent and amortization of above or below intangible lease assets and liabilities;
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• amortization of discounts, premiums and fees on debt investments;
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• non-recurring impairment of real estate-related investments;
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• realized gains (losses) from the early extinguishment of debt;
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• realized gains (losses) on the extinguishment or sales of hedges, foreign exchange, securities and other derivative holdings except where the trading of such instruments is a fundamental attribute of the Company’s business;
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• unrealized gains (losses) from fair value adjustments on real estate securities, including CMBS and other securities, interest rate swaps and other derivatives not deemed hedges and foreign exchange holdings;
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• unrealized gains (losses) from the consolidation from, or deconsolidation to, equity accounting;
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• adjustments related to contingent purchase price obligations; and
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• adjustments for consolidated and unconsolidated partnerships and joint ventures calculated to reflect MFFO on the same basis as above.
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FFO and MFFO should not be considered as an alternative to net income (determined in accordance with U.S. GAAP) as an indication of performance. In addition, FFO and MFFO do not represent cash generated from operating activities determined in accordance with U.S. GAAP and are not a measure of liquidity. FFO and MFFO should be considered in conjunction with reported net income and cash flows from operations computed in accordance with U.S. GAAP, as presented in the financial statements.

The following table presents a reconciliation of FFO to net income:

Three Months Ended March  31,<br><br><br>2021
Net Income $ 213,516
Adjustments:
Real estate depreciation and amortization 1,835,594
Funds from Operations $ 2,049,110

The following table presents a reconciliation of FFO to MFFO:

Three Months Ended March  31,<br><br><br>2021
Funds from Operations $ 2,049,110
Adjustments:
Amortization of above-market lease intangibles 7,575
Amortization of below-market lease intangibles (211,974 )
Straight-line rent (114,830 )
Modified Funds from Operations $ 1,729,881

Net Asset Value

On April 15, 2021, the Company’s board of directors approved an estimated NAV as of March 31, 2021 of $24.17 for Class AX, Class IX, and Class I shares, $24.16 for Class D shares and $24.15 for Class TX, Class T and Class S shares. The calculation of the Company’s estimated NAV was performed by Robert A. Stanger & Co., Inc. (“Stanger”), its independent valuation firm, in accordance with the procedures described in the “Net Asset Value Calculation and Valuation Procedures” section of the Company’s prospectus and under the oversight of the Company’s board of directors. Although the independent valuation firm performs the calculation of the Company’s estimated NAV, the Company’s board of directors is solely responsible for the determination of the Company’s estimated NAV.

Summary of Methodology

In accordance with the Company’s current valuation procedures, the Company’s NAV was based in part upon: (i) the most recent appraised value of the GR Property, the FM Property, the CO Property, the Lewisville Property, the Walgreens DST Properties, the SF Property, the Buchanan Property all appraised by Stanger and the Keller Property and Summerfield Property prepared by a third-party; (ii) the fair market value of the Company’s Debt Investments (as defined below); (iii) the fair market value of the Company’s loans payable; (iv) the estimated non-controlling interest held in the Company’s consolidated Battery Street SF JV, Keller JV and Summerfield DST; (v) the value of the Company’s interest in the Station DST based upon a third-party appraisal of the Station DST Property (as defined below), the fair market value of the Station DST Property mortgage and other assets and liabilities of the Station DST, all reflecting the Company’s ownership percentage interest in the Station DST; and (vi) the net tangible assets and liabilities of the Company (including the Advisor’s estimate of the Performance Participation Allocation as defined and discussed below) as of March 31, 2021, as outlined in more detail below.

Appraisal of Consolidated Real Estate

Pursuant to the Company’s valuation guidelines the Company engaged Stanger to provide its appraised market value of the SF Property as of September 30, 2020, the Buchanan Property as of August 31, 2020, the FM Property as of January 31, 2021, the CO Property as of June 30, 2020, the Lewisville Property as of December 31, 2020 and the GR Property and the Walgreens DST Properties as of March 31, 2021 (collectively, the “Stanger Appraised Properties”).  In addition, Stanger reviewed and relied upon the appraised value of the recent acquisition, the Keller Springs Property prepared by a third-party with an effective date of January 6, 2021 and the Summerfield Property prepared by a third-party with an effective date of January 5, 2021 (together the “Third-Party Appraisals”) (collectively the Stanger Appraised Properties and the Third-Party Appraisals are the “Appraised Properties”).  Pursuant to the Company’s engagement agreement with Stanger, the appraisals of the Stanger Appraised Properties were prepared utilizing the income approach to value, specifically using a direct capitalization analysis for the GR Property and the Walgreens DST Properties and both a direct capitalization analysis and discounted cash flow analysis (“DCF”) for the FM Property, the CO Property, the Lewisville Property, the SF Property and the Buchanan Property. In addition, a sales comparison approach was conducted for the SF Property, given the size of the SF Property. The direct capitalization analysis is based upon the estimated net operating income of the Stanger Appraised Properties capitalized at an appropriate capitalization rate considering property characteristics and competitive position, the credit profile of the tenant/guarantor under the leases encumbering the Stanger Appraised Properties, the terms of the leases encumbering the Stanger Appraised Properties, and market conditions as of the date of value. The DCF analysis is based upon multi-year cash flow projections for each applicable property prepared in accordance with the lease which currently encumbers each property. Each property was assumed to be sold after the expiration of the initial lease term and any renewal terms deemed materially favorable to the tenant, or for which exercise was deemed likely based on other factors. The reversion value of the property which can be realized upon sale is calculated based on the current economic rental rate deemed reasonable for the property, escalated at a rate indicative of current expectations in the marketplace for the property. The projected market rate net operating income of the property for the year following the year of sale is then capitalized at an appropriate capitalization rate reflecting the age and anticipated functional and economic obsolescence and competitive position of the property to determine its reversion value. Net proceeds of sale are determined by deducting estimated costs incurred at the time of sale, estimated at 2% of the gross reversion value. Finally, the discounted present value of the cash flow stream from operations (including any estimated releasing costs at the end of the assumed current lease term) and the discounted present value of the net proceeds from sale are summed to arrive at a total estimated value for the property. The capitalization rates applied to the Stanger Appraised Properties ranged from 5.00% to 6.50%, with a weighted average of approximately 5.97%. The discount rates applied to the estimated net cash flow from operations of the Stanger Appraised Properties for which a DCF analysis was conducted ranged from 5.00% to 7.50%, with a weighted average of approximately 6.85%. The discount rates applied to the estimated residual value of the Stanger Appraised Properties for which a DCF analysis was conducted ranged from 6.25% to 7.75%, with a weighted average of approximately 7.33%. The residual capitalization rates applied to the Stanger Appraised Properties for which a DCF analysis was conducted ranged from 5.50% to 6.75%, with a weighted average of approximately 6.39%. Where both a direct capitalization analysis and DCF was utilized, the indicated value from each approach was reviewed and a final appraised value was concluded. While a sales comparison approach was not conducted, other than for the SF Property, Stanger reviewed regional property sale data for each Stanger Appraised Property in order to assist in the selection of capitalization rates applied in the appraisals and to observe transaction prices per square foot in the Stanger Appraised Properties’ regional markets. For the SF Property, the sales comparison approach conducted utilized the price per square foot from recent market sales and adjusted such indicated price per square foot to a price per square foot deemed reasonable for the SF Property, taking into account factors such as property size, location, tenancy/occupancy and condition/quality and the date of sale. The aggregate appraised value of the Stanger Appraised Properties was $183,670,000. The appraised values of the Stanger Appraised Properties are subject to the general assumptions and limiting conditions set forth in the appraisal reports rendered to the Company by Stanger.

The Third-Party Appraisals utilized the income approach to value (specifically a direct capitalization analysis) and the sales comparison approach.  As with the Stanger Appraised Properties, the direct capitalization analysis utilized was based upon the estimated net operating income of the property capitalized at an appropriate capitalization rate considering property characteristics and competitive position and market conditions as of the appraisal’s date of value.  The sales comparison approach utilized the price per square foot from recent market sales of similar properties and adjusted such indicated price per square foot to a price per square foot deemed reasonable for the property, considering such factors as property size, location, condition/quality and conditions of sale, property rights sold and date of sale.

Debt Investments

In accordance with the Company’s valuation procedures, the Lancaster PE and the Chicago Jr Mezz (individually a “Debt Investment” and collectively the “Debt Investments”) were included in the determination of NAV at their estimated fair market value as of March 31, 2021, as determined by Stanger. The Debt Investments estimated value was based upon taking, for each Debt Investment, the loan payments over the remaining anticipated term and discounting such payments to present value at a discount rate range equal to the current estimated market interest rate on financing similar to the applicable Debt Investments. To provide their opinion of value of the Debt Investments, Stanger first reviewed the terms of each of the Debt Investments as contained in the loan documents. Stanger then reviewed mezzanine loan market terms at or around March 31, 2021 to ascertain current market interest rate levels for loans similar to the Debt Investments. This review was conducted by (i) recent interviews of participants in the mezzanine / preferred equity market, (ii) reviewing recent mezzanine loan transactions, as available, and (iii) reviewing published surveys available at or around March 31, 2021. Stanger also observed changes in yields and pricing of Albertsons publicly traded debt securities from the prior valuation date and the current valuation date. Based on Stanger’s reviews above and taking into consideration the Debt Investments’ unique factors, including, but not limited to, loan-to-value (based on the appraised value of the collateral), debt service coverage/debt yield, collateral property type, age and location, financial information pertaining to the lessee of the collateral properties, prepayment terms, and loan origination date, maturity date and extension terms, a market interest rate range was determined for each Debt Investment to utilize in the determination of the fair market value of the Debt Investments. The discount rate applied to the future payments of the Company’s Debt Investments was 7.75% for both facilities. The aggregate fair value of the Debt Investments was approximately $25,353,000.

Estimated Market Value of the Non-Controlling Interest in the Consolidated JV

In order to determine the net asset value attributable to the non-controlling interest and any promoted interest in the Battery Street SF JV, the Keller JV and the Summerfield DST (collectively the “Consolidated JVs”), Stanger utilized the most recent property appraisal, the most recent balance sheet provided for the Consolidated JVs to determine the tangible assets and tangible liabilities of the Consolidated JVs, including an adjustment for anticipated near term capital repairs at the SF Property not considered in the property appraisal, and determined any promote due to the Company’s Battery Street SF JV partner. This net asset value was then multiplied by the ownership interest held by parties other than us to determine the non-controlling interest adjustment related to the Consolidated JVs utilized in the Company’s March 31, 2021 NAV.

4

Fair Value of Long Term Debt

Stanger performed a valuation of the property-level debt by reviewing available market data for comparable liabilities and applying a selected discount rate to the stream of future debt payments. The discount rate was selected based on several factors including U.S. Treasury yields as of the valuation date, as well as loan-specific items such as loan-to-value ratio, debt service coverage ratio, collateral property location, age, type, lease term and lessee credit quality, prepayment terms, and maturity and loan origination date. The discount rates applied to the future debt payments of the Company’s long-term debt ranged from 2.21% to 4.55%, with a weighted average of approximately 3.70%. Stanger’s valuation of the long-term debt is based in part on the appraised values of the encumbered Appraised Properties, which represent the collateral associated with the long-term debt as well as certain other assumptions and limiting conditions, including: (i) Stanger was provided with loan documents and other factual loan information by the Advisor and has relied upon and assumed that such information is correct in all material respects and no warranty is given by Stanger as to the accuracy of such information; (ii) each collateral property is assumed to be free and clear of liens (other than the mortgage being valued); (iii) information furnished by others, upon which all or portions of Stanger’s value opinion is based, is believed to be reliable but has not been verified, and no warranty is given as to the accuracy of such information; (iv) no material change has occurred in the value of the collateral properties from the date of last appraisal through the loan valuation date and (v) each mortgage is assumed to be salable, transferable or assumable between parties and is further assumed not to be in default. Stanger’s opinion of the long-term debt value was predicated on the above assumptions.

Performance Participation Allocation – Special Unit Holder

The special unit holder in Operating Partnership is entitled to receive an allocation equal to 12.5% of the Total Return to the Company’s shareholders, subject to a 5% Hurdle Amount and a High Water Mark, with 100% catch-up (the “Performance Participation Allocation”) based upon a full calendar year.  For calculation of the Performance Participation Allocation for 2020 only, the Performance Participation Allocation was based upon the time period from July 31, 2020 (the date such Performance Participation Allocation became effective) through the December 31, 2020.  The Total Return, Hurdle Amount, High Water Mark and Catch-Up are defined in the Company’s prospectus. While the Performance Participation Allocation is due annually, commencing with 2021, the Company accrues such fee monthly.  Stanger reviewed and discussed with the Advisor its calculation of the Performance Participation Allocation. The Advisor’s Performance Participation Allocation estimate as of the Valuation Date was $785,783 for 2020 and $602,349 for year-to-date 2021.

The Value of Station DST Interests

The value of the beneficial interests in the Station DST was based upon the Station DST Property appraisal, the fair market value of the mortgage loan encumbering the Station DST Property as of March 31, 2021 conducted in accordance with the methodology outlined in Fair Value of Long Term Debt above, the other tangible assets and liabilities of the Station DST such as cash and reserves, each reflecting the Company’s ownership interest in the Station DST (15%).

Estimated NAV

In performing the calculation of the estimated NAV, Stanger added the appraised values of the Appraised Properties, the appraised value of the Station DST interests, the fair value of the Debt Investments and other tangible assets of the Company, consisting of cash and equivalents, receivables and other assets, and subtracted the estimated fair market value of the Company’s long-term debt, the value of the non-controlling interest in the Consolidated JV (including any promote due to the Company’s joint venture partners), the anticipated near-term capital needs of the SF Property, the estimate of the Performance Participation Allocation and other tangible liabilities of the Company, consisting of accounts payable and accrued expenses, but excluding amounts owed to the Advisor for reimbursement of O&O Costs less the current accrued O&O Costs liability (consistent with the Company’s valuation procedures), and considered any other amounts due to the Advisor or affiliates for repayment of the Sponsor Support or amounts due to the Special Unit Holder upon certain events, including liquidation of the Company to produce an estimated NAV as of March 31, 2021, consistent with the procedures described in the “Net Asset Value Calculation and Valuation Procedures” section of the Company’s prospectus of $24.17 per share for Class AX, Class IX, and Class I shares, $24.16 for Class D shares and $24.15 per share for Class TX, Class T and Class S shares.

The determination of NAV involves a number of assumptions and judgments, including estimates of the Advisor’s interest in disposition proceeds (if any). These assumptions and judgments may prove to be inaccurate. There can be no assurance that a stockholder would realize the mostly recently determined NAV per share if the Company were to liquidate or engage in another type of liquidity event today. In particular, the Company’s March 31, 2021 NAV is based on appraisals of the fair market value of certain of the Company’s real estate property investments which precede March 31, 2021 and, while the Company believes no material change has occurred in the value of these real estate property investments between the appraised value dates and March 31, 2021, Stanger has assumed no material change in property value has occurred since the appraisal date for those Appraised Properties with an appraised value date that preceded March 31, 2021. Furthermore, the Company’s March 31, 2021 NAV does not consider fees or expenses that may be incurred in providing a liquidity event, including reimbursement of amounts to the Advisor for O&O Costs and any operating expenses that have not been invoiced by the Advisor in accordance with the terms of the Amended Advisory Agreement. Lastly, as discussed in “PART II — OTHER INFORMATION; Item 1A. – Risk Factors”, the full extent of the impact and effects of COVID-19 on the Company, as a whole, and on its tenants and its consolidated real estate, loan investments and long-term debt are uncertain at this time. Due to COVID-19, observable market transactions for both real estate assets and debt are generally more limited than before the pandemic. The Company believes the methodology of determining the Company’s NAV conforms to the Institute for Portfolio Alternative’s Practice Guideline for Valuations of Publicly Registered Non-Listed REITs (April 2013) and is prepared in accordance with the procedure described in the “Net Asset Value Calculation and Valuation Procedures” section of the Company’s prospectus. In addition, the Company’s board of directors periodically reviews the Company’s NAV policies and procedures.

The NAV for each class of shares is based on the value of the Company’s assets and the deduction of any liabilities, and any distribution fees applicable to such class of shares.

The following table provides a breakdown of the major components of the Company’s NAV pursuant to the Company’s valuation guidelines:

Components of NAV March 31, 2021
Investment in real estate $ 359,770,000
Investments in real estate-related assets 33,285,923
Cash and cash equivalents(1) 13,580,884
Other assets 3,018,386
Debt obligations (at fair market value) (193,536,384 )
Due to related parties(2) (541,635 )
Accounts payable and other liabilities (2,900,279 )
Accrued performance participation allocation (1,388,132 )
Distribution fee payable the following month(3) (31,847 )
Non-controlling interests in subsidiaries (46,721,060 )
Sponsor Support repayment / special unit holder interest in<br><br><br>liquidation —
Net Asset Value $ 164,535,856
Number of outstanding shares 6,809,090
Note: (1) Net of a reserve of $150,000 for anticipated near-term capital needs (‘Deferred Maintenance”) at the SF Property that was not deducted in its appraised value.
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(2) Excluding the full distribution fee liability of $643,223. Distribution fee only relates to Class TX, Class T, Class D and Class S shares of common stock.

(3) The distribution fee that is payable as of March 31, 2021 related to Class TX, Class T, Class D and Class S shares(see table below). The non-current distribution fee payable of $611,376 is not due as of March 31, 2021.

NAV Per Share Class AX, IX & I Shares Class TX Shares Class T Shares Class D Shares Class S Shares Total
Total Gross Assets at Fair Value $ 306,117,460 $ 87,855,708 $ 8,620,935 $ 6,966,754 $ 94,335 $ 409,655,192
Distribution fees due and payable — (28,749 ) (2,481 ) (590 ) (27 ) (31,847 )
Debt obligations (144,621,299 ) (41,506,312 ) (4,072,851 ) (3,291,354 ) (44,568 ) (193,536,384 )
Due to related parties (404,740 ) (116,161 ) (11,399 ) (9,210 ) (125 ) (541,635 )
Accounts payable and other liabilities (2,167,252 ) (622,001 ) (61,034 ) (49,323 ) (669 ) (2,900,279 )
Accrued performance participation allocation (1,037,291 ) (297,702 ) (29,212 ) (23,607 ) (320 ) (1,388,132 )
Non-controlling interests in subsidiaries (34,912,611 ) (10,019,919 ) (983,215 ) (794,556 ) (10,759 ) (46,721,060 )
Quarterly NAV $ 122,974,267 $ 35,264,864 $ 3,460,743 $ 2,798,114 $ 37,867 $ 164,535,855
Number of outstanding shares 5,088,136 1,460,295 143,293 115,798 1,568 6,809,090
NAV per share $ 24.17 $ 24.15 $ 24.15 $ 24.16 $ 24.15

The following table reconciles stockholders’ equity per the Company’s unaudited consolidated balance sheet to the Company’s NAV:

Reconciliation of Stockholders’ Equity to NAV March 31, 2021
Stockholders’ equity under U.S. GAAP $ 196,205,396
Adjustments:
Unrealized appreciation of real estate 11,946,768
Unrealized appreciation of real estate-related assets 1,682,466
Acquisition costs (4,573,269 )
Deferred financing costs, net (1,391,789 )
Accrued distribution fee^(1)^ 611,376
Accumulated depreciation and amortization 13,068,264
Fair value adjustment of debt obligations (1,539,200 )
Deferred rent receivable (4,603,096 )
Deferred maintenance (150,000 )
Non-controlling interests in subsidiaries (46,721,060 )
NAV $ 164,535,856
Note: (1) Accrued distribution fee only relates to Class TX, Class T, Class D and Class S shares of common stock.
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The following details the adjustments to reconcile U.S. GAAP stockholders’ equity to the Company’s NAV:

Unrealized appreciation of real estate

The Company’s investments in real estate are presented at historical cost, including acquisition costs, in the Company’s U.S. GAAP consolidated financial statements. As such, any increases or decreases in the fair market value of the Company’s investments in real estate are not included in the Company’s U.S. GAAP results. For purposes of determining the Company’s NAV, the Company’s investments in real estate are presented at fair value.

Unrealized appreciation of real estate-related assets

The Company’s investments in real estate-related assets are presented at historical cost, including acquisition costs, in the Company’s U.S. GAAP consolidated financial statements. As such, any increases or decreases in the fair market value of the Company’s investments in real estate-related assets are not included in the Company’s U.S. GAAP results. For purposes of determining the Company’s NAV, the Company’s investments in real estate-related assets are presented at fair value.

Organization and offering costs

The Advisor has agreed to pay, on behalf of the Company, all O&O Costs through the Escrow Break Anniversary. Such costs are being reimbursed to the Advisor, ratably, by the Company, over 36 months beginning on May 19, 2018, subject to the 1% Cap (as defined below). After the Escrow Break Anniversary, the Advisor, in its sole discretion, may pay some or all of the additional O&O Costs incurred (as defined below), but is not required to do so. To the extent the Advisor pays such additional O&O Costs, the Company is obligated to reimburse the Advisor, provided, however, that the Company will not be obligated to pay any amounts that as a result of such payment would cause the aggregate payments for O&O Costs (less selling commissions, dealer manager fees and distribution fees) paid to the Advisor to exceed 1% of gross proceeds of the Offering (the “1% Cap”), as of such payment date. As of March 31, 2021, the Advisor has continued to pay all O&O Costs on behalf of the Company. Under U.S. GAAP, the Company's reimbursement liability pertaining to the O&O Costs is recorded as a component of due to related parties in the Company's consolidated balance sheet. For NAV, such costs are recognized as a reduction in NAV as they are reimbursed.

Acquisition costs

The Company capitalizes acquisition costs incurred with the acquisition of its investments in real estate in accordance with U.S. GAAP. Such acquisition costs are not included in the value of real estate investments for purposes of determining NAV.

Deferred financing costs, net

Costs incurred in connection with obtaining financing are capitalized and amortized over the term of the related loan in accordance with U.S. GAAP. Such deferred financing costs are not included in the value of debt for purposes of determining NAV.

Accrued distribution fee

Accrued distribution fee represents the accrual for the full cost of the distribution fee for Class TX, Class T, Class D and Class S shares. Under U.S. GAAP, the Company accrues the full cost of the distribution fee as an offering cost at the time it sells the Class TX, Class T, Class D and Class S shares. For purposes of NAV, the Company recognizes the distribution fees as a reduction of NAV on a monthly basis as such fees are due.

Accumulated depreciation and amortization

The Company depreciates its investments in real estate and amortizes certain other assets and liabilities in accordance with U.S. GAAP. Such depreciation and amortization is not considered for purposes of determining NAV.

Fair value adjustment of debt obligations

The Company’s debt obligations are presented at historical cost in the Company’s U.S. GAAP consolidated financial statements. As such, any increases in the fair value of the Company’s debt obligations are not included in the Company’s U.S. GAAP results. For purposes of determining the Company’s NAV, the Company’s debt obligations are presented at fair value.

Deferred rent receivable

Deferred rent receivable represents rent earned in excess of rent received as a result of straight-lining rents over the term of the lease on certain of the Company’s properties. Such deferred rent receivable is not considered for purposes of determining NAV.

Deferred maintenance

Deferred Maintenance represents identified near-term capital needs at the SF Property that were not included in the SF Property appraisal due to the anticipated timing of addressing these capital needs. Such Deferred Maintenance was shown as a charge against cash reserves held by the consolidated Battery Street SF JV in the determination of NAV.

Non-controlling interests in subsidiaries

Non-controlling interests in subsidiaries represents the equity ownership in a consolidated subsidiary which is not attributable to the Company. The interests are presented at fair value for purposes of determining the Company’s NAV.

Sensitivity Analysis

Assuming all other factors remain unchanged, the table below presents the estimated increase or decrease to the Company’s March 31, 2021 NAV for a change in the going-in capitalization rate and, where a DCF analysis was utilized, discount rates and terminal capitalization rates used in the Appraised Properties’ appraisals and the Station DST Property appraisal, a 5% change in the discount rates used to value the Company’s Debt Investments and a 5% change in the discount rates used to value the Company’s long-term debt and the mortgage debt encumbering the Station DST Property:

Sensitivity Analysis Range of NAV (Class AX, IX & I) Range of NAV (Class TX) Range of NAV (Class T)
Low Concluded High Low Concluded High Low Concluded High
Estimated Per Share NAV $ 21.63 $ 24.17 $ 25.86 $ 21.61 $ 24.15 $ 25.84 $ 21.62 $ 24.15 $ 25.84
Capitalization Rate - Appraised Properties 5.85 % 5.57 % 5.29 % 5.85 % 5.57 % 5.29 % 5.85 % 5.57 % 5.29 %
Cash Flow Discount Rate - Appraised Properties 7.22 % 6.87 % 6.53 % 7.22 % 6.87 % 6.53 % 7.22 % 6.87 % 6.53 %
Residual Discount Rate - Appraised Properties 7.73 % 7.36 % 6.99 % 7.73 % 7.36 % 6.99 % 7.73 % 7.36 % 6.99 %
Terminal Capitalization Rate - Appraised Properties 6.74 % 6.42 % 6.10 % 6.74 % 6.42 % 6.10 % 6.74 % 6.42 % 6.10 %
Discount Rate - Debt Investments 8.14 % 7.75 % 7.36 % 8.14 % 7.75 % 7.36 % 8.14 % 7.75 % 7.36 %
Discount Rate - Long-Term Debt Consolidated 3.55 % 3.74 % 3.93 % 3.55 % 3.74 % 3.93 % 3.55 % 3.74 % 3.93 %
Sensitivity Analysis Range of NAV (Class D) Range of NAV (Class S)
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Low Concluded High Low Concluded High
Estimated Per Share NAV $ 21.63 $ 24.16 $ 25.85 $ 21.62 $ 24.15 $ 25.84
Capitalization Rate - Appraised Properties 5.85 % 5.57 % 5.29 % 5.85 % 5.57 % 5.29 %
Cash Flow Discount Rate - Appraised Properties 7.22 % 6.87 % 6.53 % 7.22 % 6.87 % 6.53 %
Residual Discount Rate - Appraised Properties 7.73 % 7.36 % 6.99 % 7.73 % 7.36 % 6.99 %
Terminal Capitalization Rate - Appraised Properties 6.74 % 6.42 % 6.10 % 6.74 % 6.42 % 6.10 %
Discount Rate - Debt Investments 8.14 % 7.75 % 7.36 % 8.14 % 7.75 % 7.36 %
Discount Rate - Long-Term Debt Consolidated 3.55 % 3.74 % 3.93 % 3.55 % 3.74 % 3.93 %

Liquidity and Capital Resources

The Company is dependent upon the net proceeds from its public offerings to conduct its principal operations. The Company will obtain the capital required to purchase real estate and real estate-related investments and conduct its operations from the proceeds of the Offerings, any future offerings, from secured or unsecured financings from banks and other lenders and from any undistributed funds from its operations.

If the Company is unable to raise substantial funds in its public offerings, it will make fewer investments resulting in less diversification in terms of the type, number and size of investments it makes and the value of an investment in the Company will fluctuate with the performance of the limited assets it acquires. Further, the Company will have certain fixed operating expenses, including certain expenses as a public company and a REIT, regardless of whether it is able to raise substantial funds in the offerings. The Company’s inability to raise substantial funds would increase its fixed operating expenses as a percentage of gross income, reducing its net income and limiting its ability to make distributions. As of March 31, 2021, the Company has raised gross proceeds of $174,170,944 in the Offerings.

The Company uses debt financing as a source of capital. The Company’s charter limits the Company from incurring debt if the Company’s borrowings exceed 300% of the cost of the Company’s net assets, which is estimated to approximate 75% of the cost of its tangible assets (before deducting depreciation or other non-cash reserves), though the Company may exceed this limit under certain circumstances. Once the Company has fully deployed the proceeds of the Follow-On Offering, the Company expects its debt financing and other liabilities may likely be approximately 60% of the cost of its tangible assets (before adjusting for depreciation or other non-cash reserves), although it may exceed this level during the offering stage.

As of March 31, 2021, the Company’s debt to tangible assets ratio was 50.9%. See Note 7 – Loans Payable of the Company’s outstanding debt arrangement as of March 31, 2021.

In addition to making investments in accordance with its investment objectives, the Company uses its capital resources to make certain payments to the Advisor and Dealer Manager. In conjunction with the Offerings, payments are made to the Dealer Manager for selling commissions, dealer manager fees, and distribution fee payments. With regards to the total organization and offering costs, including selling commissions, dealer manager fees, distribution fees and reimbursement of other organization and offering costs, will not exceed 15% of the gross proceeds of each Offering, including proceeds from sales of shares under the Company’s distribution reinvestment plan. Additionally, the Company expects to make payments to the Advisor in connection with the management of its assets and costs incurred by the Advisor in providing services to the Company.

The Company anticipates that over time adequate cash will be generated from operations to fund its operating and administrative expenses, continuing debt service obligations and the payment of distributions. However, the Company’s ability to finance its operations is subject to some uncertainties. The Company’s ability to generate working capital is dependent on its ability to attract and retain tenants, investments that generate cash flow, and the economic and business environments of the various markets in which the Company’s properties will be located. The Company’s ability to sell its assets is partially dependent upon the state of real estate markets and the ability of purchasers to obtain financing at reasonable commercial rates.

Cash Flows

The following table provides a breakdown of the net change in the Company’s cash and cash equivalents:

Three Months Ended<br><br><br>March 31, 2021
Cash flows from operating activities $ (2,890,343 )
Cash flows from investing activities (23,770,988 )
Cash flows from financing activities 6,867,385
Decrease in cash and cash equivalents $ (19,793,946 )

Operating Activities

During the three months ended March 31, 2021, net cash used by operating activities was $2,890,343, compared to $1,431,044 of net cash provided by operating activities for the three months ended March 31, 2020. The change was primarily due to a decrease in net income of $288,560, an increase in depreciation and amortization expenses related to real estate assets and liabilities and deferred financing costs totaling $206,170, a net decrease in working capital accounts of $4,602,480, and a loss from investments in real-estate related assets of $261,807, offset by an increase in proceeds from investments in real estate-related assets of $101,676 (see “—Results of Operations”).

Investing Activities

Cash used in investing activities was $23,770,988 for the three months ended March 31, 2021, compared to $0 for the three months ended March 31, 2020. The change was due to an increase of $23,770,988 in acquisition of real estate.

Financing Activities

During the three months ended March 31, 2021, net cash provided by financing activities was $6,867,385, compared to $9,240,321 for the three months ended March 31, 2020. The change was primarily due to a decrease in proceeds from common stock issued of $614,088, an increase in distributions of $262,085, an increase in payments from redemptions of common stock of $836,828, an increase in non-controlling interest distributions of $13,500, and a payment of deferred financing cost of $646,435.

Distributions

The Company’s board of directors has authorized, and the Company has declared, distributions through August 31, 2020 in an amount equal to $0.004253787, and for the period September 1, 2020 through April 1, 2021 in an amount equal to $0.004234973 per day (or approximately $1.55 on an annual basis) per each share of common stock, less, for holders of certain classes of shares, the distribution fees that are payable with respect to such shares as further described in the applicable prospectus. The distributions are payable by the 5th business day following each month end to stockholders of record at the close of business each day during the prior month.

The amount of distributions payable to the Company’s stockholders is determined by the board of directors and is dependent on a number of factors, including funds available for distribution, the Company’s financial condition, capital expenditure requirements, requirements of Maryland law and annual distribution requirements needed to qualify and maintain its status as a REIT. The Company’s board of directors may reduce the amount of distributions paid or suspend distribution payments at any time, and therefore distribution payments are not assured.

To ensure that the Company has sufficient funds to cover cash distributions authorized and declared during the Initial Offering, the Company and CFI entered into the Distribution Support Agreement. The terms of the agreement provide that in the event that cash distributions exceed MFFO, defined as a supplemental measure to reflect the operating performance of a non-traded REIT, for any calendar quarter through the termination of the Initial Offering, CFI shall purchase Class IX Shares from the Company in an amount equal to the distribution shortfall, up to $5 million (less the $2.0 million of shares purchased by CFI in order to satisfy the Minimum Offering Requirement). On August 10, 2020, the Company and CFI entered into Second Amended and Restated Distribution Support Agreement (the “Amended Distribution Support Agreement”) to ensure that the Company has a sufficient amount of funds to pay cash distributions to stockholders during the Follow-On Offering. Pursuant to the Amended Distribution Support Agreement, in the event that cash distributions exceed MFFO, CFI will purchase Class I Shares from the Company in the Follow-On Offering in an amount equal to the distribution shortfall, up to $5 million (less the $2.0 million of shares purchased by CFI in order to satisfy the Minimum Offering Requirement and any shares purchased by CFI pursuant to the distribution support agreement in the Initial Offering). In addition to the shares purchased to satisfy the Minimum Offering Requirement, as of March 31, 2021, CFI has purchased $1,132,280 in Class IX shares pursuant to the Distribution Support Agreement. As of March 31, 2021, CFI’s remaining obligation pursuant to the Amended Distribution Support Agreement is limited to $1,867,720.

Under the terms of the Amended Distribution Support Agreement, if the cash distributions the Company pays for any calendar quarter exceed the Company’s MFFO for such quarter, CFI will purchase Class I Shares following the end of such calendar quarter for a purchase price equal to the distribution shortfall. The distribution shortfall is defined in the Amended Distribution Support Agreement as the amount by which the distributions paid on such shares exceed the MFFO for such quarter. In such instance, the Company may be paying distributions from proceeds of the shares purchased by CFI or its affiliates, not from cash flow from operations. Class I Shares purchased by CFI pursuant to the Amended Distribution Support Agreement will be eligible to receive all distributions payable by the Company with respect to Class I Shares.

The following table summarizes the Company’s distributions declared during the three months ended March 31, 2021 and March 31, 2020:

Three Months Ended March 31, 2020 Three Months Ended March 31, 2021
Amount Percent Amount Percent
Distributions
Paid in cash $ 861,068 42 % $ 1,040,192 42 %
Payable 721,496 35 % 866,897 35 %
Reinvested in shares 475,817 23 % 573,721 23 %
Total distributions $ 2,058,381 100 % $ 2,480,810 100 %
Sources of Distributions:
Operating cash flows $ 1,431,044 70 % $ — 0 %
Offering proceeds pursuant to Distribution Support Agreement^(1)^ — 0 % — 0 %
Offering proceeds 627,337 30 % 2,480,810 100 %
Total sources of distributions $ 2,058,381 100 % $ 2,480,810 100 %
Note: (1) Pursuant to the Amended Distribution Support Agreement, CFI will purchase Class I Shares to the extent cash distributions exceed MFFO within 15 business days following the Company’s filing with the SEC of its periodic report for such calendar quarter or year.
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During the three months ended March 31, 2021 the Company declared $2,480,810 of distributions to its shareholders (including those reinvested in shares pursuant to the DRP), compared to the Company’s total aggregate MFFO of $1,729,881 for the three ended March 31, 2020, and the Company’s total aggregate net income and $213,516 for such period.

Election as a REIT

The Company has elected and qualified to be taxed as a REIT under the Internal Revenue Code of 1986, as amended. The Company intends to operate in such a manner to qualify for taxation as a REIT, but no assurance can be given that the Company will operate in a manner so as to qualify or remain qualified as a REIT. In order to qualify and continue to qualify for taxation as a REIT, the Company generally must distribute annually at least 90% of the Company’s REIT taxable income. REITs are subject to a number of other organizational and operational requirements, including asset, income, share ownership, minimum distribution and other requirements. Even if the Company qualifies for taxation as a REIT, it may be subject to certain state and local taxes on its income and property, as well as federal income and excise taxes on its undistributed income.

Critical Accounting Policies

Below is a discussion of the accounting policies that management believes are critical to the Company’s principal operations. The Company considers these policies critical because they involve significant judgments and assumptions, and they require estimates about matters that are inherently uncertain and they are important for understanding and evaluating the Company’s reported financial results. The accounting policies have been established to conform with U.S. GAAP. The preparation of the financial statements in accordance with U.S. GAAP requires management to use judgments in the application of such policies. These judgments affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. With different estimates or assumptions, materially different amounts could be reported in the Company’s financial statements. Additionally, other companies may utilize different estimates that may impact the comparability of the Company’s results of operations to those of companies in similar businesses.

Reimbursement of Organization and Offering Costs

The Advisor has agreed to pay, on behalf of the Company, all O&O Costs through the first anniversary of the date on which the Company satisfied the Minimum Offering Requirement, which was May 18 2018 the (“Escrow Break Anniversary”). The Company was not required to reimburse the Advisor for payment of the O&O Costs prior to the Escrow Break Anniversary. After the Escrow Break Anniversary, the Advisor, in its sole discretion, may pay some or all of the additional O&O Costs incurred, but is not required to do so. To the extent the Advisor pays such additional O&O Costs, the Company is obligated to reimburse the Advisor subject to the 1% Cap. Following the Escrow Break Anniversary, the Company began reimbursing the Advisor for payment of the O&O Costs on a monthly basis, which will continue through the period ended May 18, 2021; provided, however, that the Company will not be obligated to pay any amounts that as a result of such payment would cause the aggregate payments for O&O Costs (less selling commissions, dealer manager fees and distribution fees) paid to the Advisor to exceed the 1% Cap as of such payment date. Any amounts not reimbursed in any period are included in determining any reimbursement for a subsequent period. As of March, 31, 2021, the Advisor has continued to pay all O&O Costs on behalf of the Company.

Variable Interest Entities

A Variable Interest Entity (“VIE”) is an entity that lacks one or more of the characteristics of a voting interest entity. A VIE is defined as an entity in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The determination of whether an entity is a VIE includes both a qualitative and quantitative analysis. The Company bases the qualitative analysis on the Company’s review of the design of the entity, its organizational structure including decision-making ability and relevant financial agreements and the quantitative analysis on the forecasted cash flow of the entity. The Company reassesses the initial evaluation of an entity as a VIE upon the occurrence of certain reconsideration events. A VIE must be consolidated only by its primary beneficiary, which is defined as the party who, along with its affiliates and agents has both the: (i) power to direct the activities that most significantly impact the VIE’s economic performance and (ii) obligation to absorb the losses of the VIE or the right to receive the benefits from the VIE, which could be significant to the VIE. The Company determines whether it is the primary beneficiary of a VIE by considering qualitative and quantitative factors, including, but not limited to: which activities most significantly impact the VIE’s economic performance and which party controls such activities; the amount and characteristics of its investment; the obligation or likelihood for the Company or other interests to provide financial support; consideration of the VIE’s purpose and design, including the risks the VIE was designed to create and pass through to its variable interest holders and the similarity with and significance to the Company’s business activities and other interests. The Company reassesses the determination of whether it is the primary beneficiary of a VIE each reporting period. Significant judgments related to these determinations include estimates about the current and future fair value and performance of investments held by these VIEs and general market conditions. As of March 31, 2021, the Company concluded that it had investments in VIEs, and because the Company was deemed the primary beneficiary it consolidated such entities, as described in “Note 10 — Variable Interest Entities” in its accompanying unaudited consolidated financial statements included in Item 1. “Financial Statements (Unaudited) and Supplementary Data.”

Voting Interest Entities

A voting interest entity is an entity in which the total equity investment at risk is sufficient to enable it to finance its activities independently and the equity holders have the power to direct the activities of the entity that most significantly impact its economic performance, the obligation to absorb the losses of the entity and the right to receive the residual returns of the entity. The usual condition for a controlling financial interest in a voting interest entity is ownership of a majority voting interest. If the Company has a majority voting interest in a voting interest entity, the entity will generally be consolidated. The Company will not consolidate a voting interest entity if there are substantive participating rights by other parties and/or kick-out rights by a single party. The Company performs on-going reassessments of whether entities previously evaluated under the voting interest framework have become VIEs, based on certain events, and therefore subject to the VIE consolidation framework, and vice versa.

Accounting for Investments

Operating Real Estate

Operating real estate will be carried at historical cost less accumulated depreciation. The Company follows the purchase method for an acquisition of operating real estate, where the purchase price is allocated to tangible assets such as land, building, tenant and land improvements and other identified intangibles. Major replacements and betterments which improve or extend the life of the asset are capitalized and depreciated over their useful life. Ordinary repairs and maintenance will be expensed as incurred. Operating real estate is depreciated using the straight-line method over the estimated useful lives of the assets.

Real Estate Debt Investments

Real estate debt investments will be generally intended to be held to maturity and, accordingly, will be carried at cost, net of unamortized loan fees, premium, discount and unfunded commitments. Real estate debt investments that are deemed to be impaired will be carried at amortized cost less a loan loss reserve, if deemed appropriate. Real estate debt investments where the Company does not have the intent to hold the loan for the foreseeable future or until its expected payoff will be classified as held for sale and recorded at the lower of cost or estimated value.

Revenue Recognition

Operating Real Estate

Rental and other income from operating real estate is derived from leasing of space to various types of tenants. The leases are for fixed terms of varying length and generally provide for annual rentals and expense reimbursements to be paid in monthly installments. Rental income from leases is recognized on a straight-line basis over the term of the respective leases.

Real Estate Debt Investments

Interest income is recognized on an accrual basis and any related premium, discount, origination costs and fees will be amortized over the life of the investment using the effective interest method. The amortization will be reflected as an adjustment to interest income in earnings. The amortization of a premium or accretion of a discount will be discontinued if such loan is reclassified to held for sale.

Income Taxes

The Company has elected and qualified to be taxed as a REIT under the Internal Revenue Code of 1986, as amended. As a REIT, the Company will not be subject to U.S. federal income tax with respect to the portion of the Company’s income that meets certain criteria and is distributed annually to stockholders. The Company intends to operate in a manner that allows it to meet the requirements for taxation as a REIT. Many of these requirements, however, are highly technical and complex. The Company will monitor the business and transactions that may potentially impact the Company’s REIT status. If the Company were to fail to meet these requirements, it could be subject to U.S. federal income tax on the Company’s taxable income at regular corporate rates. The Company would not be able to deduct distributions paid to stockholders in any year in which it fails to qualify as a REIT. The Company would also be disqualified for the four taxable years following the year during which qualification was lost unless the Company was entitled to relief under specific statutory provisions.

The Company provides for uncertain tax positions based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. Management is required to determine whether a tax position is more likely than not to be sustained upon examination by tax authorities, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Because assumptions are used in determining whether a tax benefit is more likely than not to be sustained upon examination by tax authorities, actual results may differ from the Company’s estimates under different assumptions or conditions. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in “Provision for income taxes” in the consolidated statement of operations.

See Note 2 – Summary of Significant Accounting Policies in the accompanying unaudited consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for information on other accounting policies.

Recent Accounting Pronouncements

See Note 2 – Summary of Significant Accounting Policies in the accompanying unaudited consolidated financial statements included in Part I, Item 1.

Emerging Growth Company

The Company is and will remain an “Emerging Growth Company,” as defined in the JOBS Act, until the earliest to occur of (i) the last day of the fiscal year during which the Company’s total annual gross revenues equal or exceed $1 billion (subject to adjustment for inflation); (ii) the last day of the fiscal year following the fifth anniversary of the Initial Offering; (iii) the date on which the Company has, during the previous three-year period, issued more than $1 billion in non-convertible debt; or (iv) the date on which the Company is deemed a large accelerated filer under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. Additionally, the Company is eligible to take advantage of certain other exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in the Company’s periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. The Company has chosen to “opt out” of that extended transition period and as a result the Company will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that the Company’s decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable. Otherwise, the Company has not yet made a decision whether to take advantage of any or all of the exemptions available to it under the JOBS Act.

Inflation

Some of the Company’s leases with tenants may contain provisions designed to mitigate the adverse impact of inflation. These provisions generally increase rental rates during the term of the leases either at fixed rates or indexed escalations (based on the Consumer Price Index or other measures). The Company may be adversely impacted by inflation on the leases that do not contain indexed escalation provisions. However, the Company’s net leases will generally require the tenant to pay its allocable share of operating expenses, which may include common area maintenance costs, real estate taxes and insurance. This may reduce the Company’s exposure to increases in costs and operating expenses resulting from inflation.

Off-Balance Sheet Arrangements

As of March 31, 2021, the Company had no off-balance sheet arrangements that have, or are reasonably likely to have, a material effect on the Company’s financial condition, revenue and expenses, results of operations, liquidity, capital expenditures, or capital resources.

Contractual Obligations

The following table presents the future principal payment due under the Company’s GR Loan, FM Loan, CO Loan, DST Loan, Buchanan Loan, Keller Loan and Summerfield Loan agreements as of March 31, 2021, which represents the Company’s aggregate contractual obligations and commitments with payments due subsequent to March 31, 2021.

Year Amount
2021 (remaining) $ —
2022 —
2023 —
2024 —
2025 —
Thereafter 191,997,184
Total $ 191,997,184

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Market Risk

The market risk associated with financial instruments and derivative financial instruments is the risk of loss from adverse changes in market prices or interest rates. The Company’s interest rate risk management objectives are to limit the impact of interest rate changes in earnings and cash flows and to manage overall borrowing costs. To achieve these objectives, from time to time, the Company may enter into interest rate hedge contracts such as swaps, collars and treasury lock agreements in order to mitigate interest rate risk with respect to various debt instruments. The Company would not hold or issue these derivative contracts for trading or speculative purposes. As of March 31, 2021, there are no such hedging contracts outstanding. The Company does not have any foreign operations and thus is not exposed to foreign currency fluctuations.

Interest Rate Risk

As of March 31, 2021, the Company primarily had fixed rate debt of $161 million, and $31 million of floating rate debt, with the option to convert to fixed rate debt a year after the effective date. To limit the exposure to interest rate changes in connection with the Keller Loan, the Company entered into a rate capitalization agreement under which the Cap Seller is obligated to make payments to the Company in the event that 30-DAY Average SOFR exceeds the capitalization rate of 1.24%. (Refer to Note 7 – Loans Payable)

Credit Risk

Concentrations of credit risk arise when a number of tenants are engaged in similar business activities, or activities in the same geographic region, or have similar economic features that would cause their ability to meet contractual obligations, including those to the Company, to be similarly affected by changes in economic conditions. The Company is subject to tenant, geographic and industry concentrations. Any downturn of the economic conditions in one or more of these tenants, states or industries could result in a material reduction the Company’s cash flows or material losses to the Company.

As of March 31, 2021, lease expirations related to the Company’s portfolio of real estate assets (excluding multifamily) based on relative contribution to NAV for each asset were as follows:

• 2021 – 2024 – 6%
• 2025 – 2028 – 26%
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• 2029 – 2032 – 36%
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• After 2032 – 32%
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As of March 31, 2021, the industry concentration of the Company’s portfolio of assets relative contribution to NAV for each asset was as follows:

• Multifamily – 45%
• Single Tenant Office – 25%
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• Single Tenant Industrial – 14%
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• Single Tenant Necessity Retail – 12%
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• Cash – 3%
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As of March 31, 2021, the geographic concentration of the Company’s portfolio of real estate assets based on relative contribution to NAV for each asset was as follows:

• Maryland – 30%
• Texas – 20%
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• Ohio – 33%
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• South Carolina – 10%
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• Michigan – 5%
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• Arizona – 5%
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• Oklahoma – 4%
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• Illinois – 3%
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• California – 3%
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• Pennsylvania – 3%
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• Arkansas – 1%
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As of March 31, 2021, the investment type concentration of the Company’s portfolio of real estate assets based on relative contribution to NAV for each asset was as follows:

• Common Equity – 94%
• Mezzanine Loan – 3%
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• Preferred Equity – 3%
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As of March 31, 2021, the tenant credit profile concentration of the Company’s portfolio of real estate assets (excluding multifamily) based on relative contribution to NAV for each asset was as follows:

• Unrated – 38%
• Investment Grade^(1)^ – 50%
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• Non-investment Grade – 12%
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^(1)^Incudes Daimler Trucks North America, LLC. Daimler AG, the parent company of Daimler Trucks North America, LLC, is rated A3 by Moody’s. Daimler AG does not guarantee the lease.

The factors considered in determining the credit risk of the Company’s tenants include, but are not limited to: payment history; credit status and change in status (credit ratings for public companies are used as a primary metric); change in tenant space needs (i.e., expansion/downsize); tenant financial performance; economic conditions in a specific geographic region; and industry specific credit considerations. The credit risk of the Company’s portfolio is reduced by the high quality of the Company’s existing tenant base, reviews of prospective tenants’ risk profiles prior to lease execution and consistent monitoring of the Company’s portfolio to identify potential problem tenants.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

An evaluation of the effectiveness of the design and operation of the Company’s “disclosure controls and procedures” (as defined in Rule 13a-15(e) under the Exchange Act, as of the end of the period covered by this Quarterly Report on Form 10-Q was made under the supervision and with the participation of the Company’s management, including its Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”). Based upon this evaluation, the CEO and CFO have concluded that the disclosure controls and procedures (a) are effective to ensure that information required to be disclosed by the Company in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by SEC rules and forms and (b) include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in reports filed or submitted under the Exchange Act is accumulated and communicated to the Company’s management, including its CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting.

There have not been any changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

The Company’s management, including the Company’s CEO and CFO, does not expect that the Company’s disclosure controls and procedures or the Company’s internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

Item 1. Legal Proceedings.

From time to time, the Company may be involved in various claims and legal actions arising in the ordinary course of business. As of March 31, 2021, the Company was not involved in any material legal proceedings.

Item 1A. Risk Factors.

The Company has disclosed in Part 1. Item 1A. – “Risk Factors” in its Annual Report on Form 10-K for the year ended December 31, 2020, (File No. 333-214130), filed with the SEC, risk factors which materially affect its business, financial condition or results of operations. There have been no material changes from the risk factors previously disclosed, except as noted below. You should carefully consider the risk factors set forth in the Annual Report on Form 10-K for the year ended December 31, 2020 and the other information set forth elsewhere in this Quarterly Report on Form 10-Q. You should be aware that these risk factors and other information may not describe every risk facing the Company. Additional risks and uncertainties not currently known to the Company or that management currently deems to be immaterial also may materially adversely affect the Company’s business, financial condition and/or operating results.

The current outbreak of the novel coronavirus, or COVID-19, or the future outbreak of any other highly infectious or contagious diseases, could adversely impact or cause disruption to the Company’s financial condition and results of operations as well as the financial condition and results of operations of the Company’s tenants. Further, the spread of the COVID-19 outbreak could cause severe disruptions in the U.S. and global economy, may further disrupt financial markets and could potentially create widespread business continuity issues.

In December 2019, a novel strain of coronavirus (COVID-19) was reported to have surfaced in Wuhan, China. COVID-19 has since spread to over 180 countries, including the United States. COVID-19 has also spread to every state in the United States. On March 11, 2020 the World Health Organization declared COVID-19 a pandemic, and on March 13, 2020 the United States declared a national emergency with respect to COVID-19.

The potential impact and duration of COVID-19 or another pandemic could have short and long-term repercussions across regional and global economies and financial markets. The outbreak of COVID-19 in many countries, including the United States, continues to adversely impact global economic activity and has contributed to significant volatility and negative pressure in financial markets. The global impact of the outbreak has been rapidly evolving and, as cases of the virus have continued to be identified in additional countries, many countries, including the United States, have reacted by instituting quarantines and restrictions on travel.

A large majority of the states (including the states where the Company’s investments are located) and many cities and counties have previously instituted ongoing quarantines, restrictions on travel, “shelter in place” rules, restrictions on types of business that may continue to operate, and/or restrictions on types of construction projects that may continue. The COVID-19 outbreak, and future pandemics, could have a significant adverse impact on economic and market conditions of economies around the world, including the United States, and trigger a period of global economic slowdown or global recession.

The effects of COVID-19 or another pandemic on the Company’s and the Company’s tenants’ ability to successfully operate could be adversely impacted due to, among other factors:

• the continued service and availability of personnel, including executive officers and other leaders that are part of the management team and the ability to recruit, attract and retain skilled personnel—to the extent management or personnel are impacted in significant numbers by the outbreak of pandemic or epidemic disease and are not available or allowed to conduct work, business and operating results may be negatively impacted;
• difficulty accessing debt and equity capital on attractive terms, or at all, and a severe disruption and instability in the global financial markets or deteriorations in credit and financing conditions may affect us and the Company’s and the Company’s tenants’ ability to access capital necessary to fund business operations or replace or renew maturing liabilities on a timely basis, and may adversely affect the valuation of financial assets and liabilities, any of which could affect the Company’s ability to meet liquidity and capital expenditure requirements or have a material adverse effect on the Company’s business, financial condition, results of operations and cash flows;
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• ability to operate or operate in affected areas, or delays in the supply of products or services from the vendors that are needed to operate effectively;
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• tenants’ ability to pay rent on their leases or the Company’s ability to lease space in the Company’s properties on favorable terms if the Company’s properties become vacant;
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• the Company’s ability to ensure business continuity in the event the Company’s continuity of operations plan is not effective or improperly implemented or deployed during a disruption; and
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• the Company’s or the Company’s tenant’s ability to operate, which may cause business and operating results to decline or impact the ability to comply with regulatory obligations leading to reputational harm and regulatory issues or fines.
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The rapid development and fluidity of this situation precludes any prediction as to the ultimate impact of COVID-19. The full extent of the impact and effects of COVID-19 on the future financial performance of the Company’s company, as a whole, and, specifically, on the Company’s properties and other investments are uncertain at this time. The impact will depend on future developments, including, among other factors, the duration and spread of the outbreak, along with related travel advisories and restrictions, the recovery time of the disrupted supply chains, the consequential staff shortages, and production delays, and the uncertainty with respect to the accessibility of additional liquidity or to the capital markets. COVID-19 and the current financial, economic and capital markets environment, and future developments in these and other areas present uncertainty and risk with respect to the Company’s performance, financial condition, results of operations and cash flows.

The Company may not be able to invest all of the Company’s offering proceeds promptly, which may cause the Company’s distributions and the Company’s stockholders’ investment returns to be lower than they otherwise would be.

The more shares the Company sells in the Company’s offerings, the greater the Company’s challenge will be to invest all of the Company’s net offering proceeds. The Company may have delays in investing the Company’s net proceeds promptly and on attractive terms. Pending investment, the net proceeds of the Company’s offerings may be invested in permitted temporary investments, which include short-term United States government securities, bank certificates of deposit and other short-term liquid investments. The rate of return on these investments, which affects the amount of cash available to make distributions to stockholders, has fluctuated in recent years and most likely will be less than the return obtainable from the type of investments in the real estate industry the Company seeks to acquire or originate. Therefore, delays the Company encounters in the selection, due diligence and acquisition or origination of investments would likely limit the Company’s ability to pay distributions to the Company’s stockholders and lower their overall returns. In addition, cash and cash equivalents may potentially subject the Company to concentration of risk and at times, balances with any one financial institution may exceed the Federal Deposit Insurance Corporation insurance limits. As of March 31, 2021, the Company had approximately $13.7 million in cash.

If the Company pays cash distributions from sources other than the Company’s cash flow from operations, the Company will have less funds available for investments and the Company’s stockholders’ overall return may be reduced.

The Company’s organizational documents do not restrict the Company from paying distributions from any source and do not restrict the amount of distributions the Company may pay from any source, including proceeds from the Company’s public offerings or the proceeds from the issuance of securities in the future, other third party borrowings, advances from the Advisor or sponsor or from the Advisor’s deferral or waiver of its fees under the Amended Advisory Agreement. Distributions paid from sources other than current or accumulated earnings and profits, particularly during the period before the Company has substantially invested the net proceeds from the Company’s public offerings, may constitute a return of capital for tax purposes. From time to time, particularly during the period before the Company has substantially invested the net proceeds from the Company’s public offerings, the Company may generate taxable income greater than the Company’s taxable income for financial reporting purposes, or the Company’s taxable income may be greater than the Company’s cash flow available for distribution to stockholders. In these situations, the Company may make distributions in excess of the Company’s cash flow from operations, investment activities and strategic financings to satisfy the REIT distribution requirement. In such an event, the Company would look first to other third party borrowings to fund these distributions. If the Company funds distributions from financings, the net proceeds from the Company’s offerings or sources other than the Company’s cash flow from operations, the Company will have less funds available for investment in income-producing commercial properties and other real estate-related assets and stockholders overall return may be reduced. In addition, if the aggregate amount of cash the Company distributes to stockholders in any given year exceeds the amount of the Company’s taxable income generated during the year, the excess amount will either be (1) a return of capital or (2) a gain from the sale or exchange of property to the extent that a stockholder’s basis in the Company’s common stock equals or is reduced to zero as the result of the Company’s current or prior year distributions. Such distributions may effectively dilute or reduce the value of the stockholders remaining interest in the Company’s net asset value.

Pursuant to the Amended Distribution Support Agreement, in certain circumstances where the Company’s cash distributions exceed MFFO, the Company’s sponsor will purchase up to $5.0 million of Class I shares (which includes the shares the Company’s sponsor has purchased in order to satisfy the Minimum Offering Requirement) at the then current offering price per Class I share net of dealer manager fees to provide additional cash to support distributions to the Company’s stockholders. The sale of these shares will result in the dilution of the ownership interests of the Company’s public stockholders. Upon termination or expiration of the Amended Distribution Support Agreement, the Company may not have sufficient cash available to pay distributions at the rate the Company had paid during preceding periods or at all. As of March 31, 2021, CFI’s remaining obligation pursuant to the Amended Distribution Support Agreement is limited to $1,867,720. If the Company pays distributions from sources other than the Company’s cash flow from operations, the Company will have less cash available for investments, the Company may have to reduce the Company’s distribution rate, the Company’s net asset value may be negatively impacted and the Company’s stockholders overall return may be reduced. For the three months ended March 31, 2021, 100% of the Company’s cash distributions were paid using proceeds from the Offerings.

The Company’s NAV per share may materially change from quarter to quarter if the valuations of the Company’s properties materially change from prior valuation or the actual operating results materially differ from what the Company originally budgeted, including as a result of the Advisor invoicing the Company for previously unbilled operating expenses.

It is possible that the annual appraisals of the Company’s properties may not be spread evenly throughout the year and may differ from the most recent valuation. As such, when these appraisals are reflected in the Company’s Independent Valuation Firm’s valuation of the Company’s real estate portfolio, there may be a material change in the Company’s NAV per share for each class of the Company’s common stock. Property valuation changes can occur for a variety reasons, such as local real estate market conditions, the financial condition of the Company’s tenants, or lease expirations. For example, the Company will regularly face lease expirations across the Company’s portfolio, and as the Company moves further away from lease commencement toward the end of a lease term, the valuation of the underlying property will be expected to drop depending on the likelihood of a renewal or a new lease on similar terms. Such a valuation drop can be particularly significant when closer to a lease expiration, especially for single tenant buildings or where an individual tenant occupies a large portion of a building. The Company is at the greatest risk of these valuation changes during periods in which the Company has a large number of lease expirations as well as when the lease of a significant tenant is closer to expiration. Similarly, if a tenant will have an option in the future to purchase one of the Company’s properties from the Company at a price that is less than the current valuation of the property, then if the value of the property exceeds the option price, the valuation will be expected to decline and begin to approach the purchase price as the date of the option approaches.

In addition, actual operating results may differ from what the Company originally budgeted, which may cause a material increase or decrease in the NAV per share amounts. The Company accrues estimated income and expenses on a quarterly basis based on annual budgets as adjusted from time to time to reflect changes in the business throughout the year. On a periodic basis, the Company adjusts the income and expense accruals the Company estimated to reflect the income and expenses actually earned and incurred. The Company will not retroactively adjust the NAV per share of each class for any adjustments. Therefore, because actual results from operations may be better or worse than what the Company previously budgeted, the adjustment to reflect actual operating results may cause the NAV per share for each class of the Company’s common stock to increase or decrease.

The Company’s Amended Advisory Agreement provides that any operating expenses which have not been invoiced by the Advisor will not become the Company’s obligations. Without these provisions in the Company’s Amended Advisory Agreement, such operating expenses, if invoiced, would likely be recorded as liabilities of the Company, which, in turn, would likely have a negative effect on the Company’s NAV per share. The Company’s Amended Advisory Agreement provides that the Advisor will not invoice the Company for any reimbursement if the impact of such would result in the incurrence of an obligation in an amount that would result in the Company’s NAV per share for any class of shares to be less than $25.00. the Company may, however, incur and record an obligation to reimburse the Advisor, even if it would result in the Company’s NAV per share for any class of shares for such quarter to be less than $25.00, if the Company’s board of directors determines that the reasons for the decrease of the Company’s NAV per share below $25.00 were unrelated to the Company’s obligation to reimburse the Advisor for operating expenses. The Company’s Amended Advisory Agreement also provides that the Advisor may be reimbursed for previously unbilled operating expenses for prior periods in any subsequent quarter, subject to certain limitations, including the limitation related to the NAV per share of $25.00 referenced above and the 2%/25% Guidelines. The incurrence of previously unbilled operating expenses likely will have a negative effect on the Company’s NAV per share. As of March 31, 2021, the Advisor has incurred $10,733,706 of Unreimbursed Operating Expenses, including $694,740 of Unreimbursed Operating Expenses incurred during the three months ended March 31, 2021 that have not been invoiced to the Company.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds of Registered Securities.

Unregistered Sales of Equity Securities

During the three months ended March 31, 2021, the Company did not complete any sales of unregistered securities.

Use of Proceeds

On March 23, 2017, the Company’s Registration Statement on Form S-11 (File No. 333-214310) for the Initial Offering, was declared effective by the SEC. On May 18, 2017, the Company satisfied the Minimum Offering Requirement as a result of CFI purchasing $2.0 million in Class I shares at $25.00 per share. On July 31, 2020, the Company terminated the primary portion of the Initial Offering but is continuing to offer shares pursuant to the distribution reinvestment plan.

For the period from the commencement of the Initial Offering through July 31, 2020, the Company issued 6,188,944 shares of common stock generating total gross proceeds of $159,451,578 in the Initial Offering.

During this time, the Company also incurred $4,745,222 in selling commissions net of Sponsor Support, and incurred $1,452,913 of distribution fees, in connection with the issuance and distribution of the Company’s registered securities. The Company made reimbursement payments of $983,579 for organization and offering expenses to the Advisor.

The net proceeds received from the Initial Offering, after deducting the total expenses incurred as described above, were $152,269,864.

For the period from the commencement of the Initial Offering through March 31, 2021, the Company used proceeds of $142,744,517 to acquire real estate and to purchase interests in real estate-related assets.

Amended and Restated Share Repurchase Program

Stockholders are eligible to have their shares repurchased by the Company pursuant to the Third Amendment and Restated Share Repurchase Program (“Amended SRP”).

The Amended SRP included numerous restrictions that limit stockholders’ ability to have their shares repurchased. If repurchase requests, in the business judgment of the Company’s board of directors, place an undue burden on the Company’s liquidity, adversely affect its operations or risk having an adverse impact on stockholders whose shares are not repurchased, then the Company’s board of directors may terminate, suspend or amend the share repurchase program at any time without stockholder approval, if it deems such action to be in the best interest of the stockholders. In addition, the Company’s board of directors may determine to suspend the share repurchase program due to regulatory changes, changes in law or if our board of directors becomes aware of undisclosed material information that it believes should be publicly disclosed before shares are repurchased. Material modifications, including any reduction to the monthly or quarterly limitations on repurchases, and suspensions of the program will be promptly disclosed to stockholders in a prospectus supplement (or post-effective amendment if required by the Securities Act) or current report on Form 8-K filed with the SEC. Any material modifications will also be disclosed on our website. Further, the Amended SRP will be terminated in the event that the Company’s shares ever become listed on a national securities exchange or in the event a secondary market for the Company’s common stock develops.

Repurchases of shares under the Amended SRP are made on a monthly basis. Subject to the limitations of and restrictions provided for in the Amended SRP, and subject to funds being available, shares repurchased under the Amended SRP are repurchased at the transaction price in effect on the date of repurchase, which, generally will be a price equal to the NAV per share applicable to the class of shares being repurchased and most recently disclosed by the Company in a public filing with the SEC. Under the Amended SRP, the Company may repurchase during any calendar month shares of its common stock whose aggregate value (based on the repurchase price per share in effect when the repurchase is effected) is 2% of the aggregate NAV as of the last calendar day of the previous month and during any calendar quarter whose aggregate value (based on the repurchase price per share in effect when the repurchase is effected) is up to 5% of the Company’s aggregate NAV as of the last calendar day of the prior calendar quarter.

The table below summarizes the repurchase activity for the three months ended March 31, 2021:

For the Month Ended Total Number of Shares Redeemed Average Price Paid per Share Total Number of Shares Redeemed as Part of Publicly Announced Plans or Programs Maximum Number of Shares That May Yet Be Redeemed Under the Plans or Programs^(1)^
January 31, 2021 23,229 $ 23.87 23,229 109,288
February 28, 2021 37,756 23.91 37,756 96,733
March 31, 2021 17,793 24.00 17,793 118,513
Total 78,778 $ 23.66 78,778 324,534

Note: (1) The Company limits the number of shares that may be redeemed per calendar month and per calendar year under the program as described above.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Summerfield DST Trust Agreement

On March 26, 2021, the Company, through a Summerfield DST Holder, acquired 25% of the interests in the Summerfield DST, which owns the Summerfield Property.  The remaining 75% of the interests in the Summerfield DST are owned by affiliates of CFI and are expected to be sold to third-party investors through a private placement transaction (“DST Offering”), the dealer manager of which will be Cantor Fitzgerald & Co., the Dealer Manager for the Offerings. As previously disclosed, the Summerfield DST Agreement provides the Operating Partnership with an option to repurchase Summerfield DST interests from third-party investors for fair market value. On May 11, 2021, the Summerfield DST Agreement was amended to set forth the terms of the repurchase option. Pursuant to the amended Summerfield DST Agreement, beginning on the second anniversary of the completion of the DST Offering, the Operating Partnership will have the right (the “Fair Market Value Option”), but not the obligation, to require each third party investor to exchange his, her or its Summerfield DST interests for Class T operating partnership units (“OP Units”) or cash (subject to a cap); provided, however, that investors will be provided the opportunity to elect to receive certain other classes of OP Units in lieu of Class T OP Units (subject to meeting certain criteria). After a one-year holding period, investors who acquire OP Units generally have the right to cause the Operating Partnership to redeem all or a portion of their OP Units for, at the Company’s sole discretion, shares of the Company’s common stock of the same designation as the OP Units, cash, or a combination of both.

The foregoing description is a summary only and is qualified in all respects by the provisions of the Second Amended and Restated Trust Agreement of CF Summerfield Multifamily DST, a copy of which is attached hereto as Exhibit 10.2, and is incorporated herein by reference.

Amendment of the Operating Partnership Agreement In connection with the potential exercise of the Fair Market Value Option, on May 11, 2021, the Company entered into Amendment No. 1 to the Operating Partnership Agreement (“Amendment No. 1”) to provide for automatic conversion of certain classes of OP Units under specified circumstances.

The foregoing description of Amendment No. 1 is a summary only and is qualified in all respects by the provisions of the Amendment No. 1 to Amended and Restated Limited Partnership Agreement of Cantor Fitzgerald Income Trust Operating Partnership, LP, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Third Amended and Restated Share Repurchase Program

On May 11, 2021, the Company amended its share repurchase program to clarify that stockholders who have received shares of the Company’s common stock in exchange for their operating partnership units may include the period of time such stockholder held such operating partnership units for purposes of calculating the holding period for such shares of the Company’s common stock.. All other terms of the share repurchase program remain unchanged.

Item 6. Exhibits.

The exhibits listed below are included, or incorporated by reference, in this Quarterly Report on Form 10-Q.

EXHIBITS INDEX

The following exhibits are included, or incorporated by reference, in this Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (and are numbered in accordance with Item 601 of Regulation S-K).

3.1 Second Articles of Amendment and Restatement of Cantor Fitzgerald Income Trust, Inc. (formerly known as Rodin Global Property Trust, Inc.) (incorporated by reference to Exhibit 3.1 to the Company’s Form 10-Q filed on May 12, 2017)
3.2 Articles of Amendment to the Second Articles of Amendment and Restatement of Cantor Fitzgerald Income Trust, Inc. (formerly known as Rodin Global Property Trust, Inc.), dated June 6, 2018 (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 13, 2018)
3.3 Second Articles of Amendment to the Second Articles of Amendment and Restatement of Cantor Fitzgerald Income Trust, Inc. (formerly known as Rodin Global Property Trust, Inc.) (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 1, 2019)
3.4 Articles of Amendment to the Second Articles of Amendment and Restatement of Cantor Fitzgerald Income Trust, Inc. (formerly known as Rodin Global Property Trust, Inc.) (incorporated by reference to Exhibit 3.5 to the Company’s Pre-Effective Amendment No. 1 to the Form S-11 Registration Statement filed with the SEC on July 31, 2020)
3.5 Articles Supplementary to the Second Articles of Amendment and Restatement of Cantor Fitzgerald Income Trust, Inc. (formerly known as Rodin Global Property Trust, Inc.) (incorporated by reference to Exhibit 3.6 to the Company’s Pre-Effective Amendment No. 1 to the Form S-11 Registration Statement filed with the SEC on July 31, 2020)
3.6 Second Amended and Restated Bylaws of Cantor Fitzgerald Income Trust, Inc. (formerly known as Rodin Global Property Trust, Inc.) (incorporated by reference to Exhibit 3.2 to the Company’s Form 10-Q filed on May 12, 2017)
4.1 Form of Subscription Agreement (included as Appendix A to the Prospectus dated April 23, 2019, filed with the SEC on April 24, 2019 and incorporated by reference herein)
4.2 Amended and Restated Distribution Reinvestment Plan (included as Appendix B to the Prospectus dated August 10, 2020, filed with the SEC on August 12, 2020 and incorporated by reference herein)
4.3 Form of Subscription Agreement for the Follow-On Offering (included as Appendix A to the Prospectus dated July 31, 2020, filed with the SEC on July 31, 2020 and incorporated by reference herein)
4.4* Third Amended and Restated Share Repurchase Program
10.1* Amendment No. 1 to Amended and Restated Limited Partnership Agreement of Cantor Fitzgerald Income Trust Operating Partnership, LP
10.2* Second Amended and Restated Trust Agreement of CF Summerfield Multifamily DST
10.3* Real Estate Sales Agreement dated as of January 26, 2021, as amended by First Amendment to the Real Estate Sales Agreement dated February 1, 2021, as further amended by Second Amendment to the Real Estate Sales Agreement dated February 4, 2021 and as further amended by Third Amendment to the Real Estate Sales Agreement dated February 5, 2021, by and among CAP Capital Partners, LLC, Keller Springs Propco, Inc. and CAF KSC Investor, LLC
10.4* Multifamily Loan and Security Agreement between Keller Springs Road Owner, LLC and CBRE Multifamily Capital Inc. dated February 25, 2021
10.5* Loan and Security Agreement by and between CF Summerfield Multifamily DST and Arbor Private Label, LLC dated as of March 26, 2021
10.6* Debt Service Reserve Replenishment Payment Guaranty by Cantor Fitzgerald Income Trust, Inc. as the Guarantor for the benefit of Arbor Private Label, LLC dated March 26, 2021
10.7* Guaranty of Non-Recourse Obligations by Cantor Fitzgerald Income Trust, Inc.as the Guarantor for the benefit of Arbor Private Label, LLC dated March 26, 2021
10.8* Purchase and Sale Agreement dated January 21, 2021, as amended by First Amendment to the Purchase and Sale Agreement dated January 29, 2021, as further amended by Second Amendment to the Purchase and Sale Agreement dated February 5, 2021 by and between Centennial Summerfield, LLC and AH Property Investment Company LLC
--- ---
31.1* Certification by the Chief Executive Officer pursuant to 17 CFR 240.13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2* Certification by the Chief Financial Officer pursuant to 17 CFR 240.13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32* Written statements of the Principal Executive Officer and Principal Financial Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101* The following materials from Cantor Fitzgerald Income Trust, Inc.’s Quarterly Report on Form 10-Q for the three months ended March 31, 2021 are formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Changes in Equity; (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements.
* Filed herewith
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CANTOR FITZGERALD INCOME TRUST, INC.
By: /s/ Howard W. Lutnick
Howard W. Lutnick
Chief Executive Officer and Chairman of the Board of Directors
(Principal Executive Officer)
By: /s/ John C. Griffin
--- --- ---
John C. Griffin
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
Dated: May 17, 2021

68

cfit-ex44_490.htm

Exhibit4.4

CANTOR FITZGERALD INCOME TRUST, INC.

Third Amended and Restated Share Repurchase Program

As Adopted by the Board of Directors,

May 11, 2021

Definitions

Company shall mean Cantor Fitzgerald Income Trust, Inc. (f/k/a Rodin Global Property Trust, Inc). The Company may be referred to as "we" or "our" within the context of this document.

NAV shall mean net asset value.

Share Repurchase Program

Stockholders who have purchased shares from us or received their shares through a non-cash transaction, not in the secondary market, may receive the benefit of limited liquidity by presenting for repurchase to us all or a portion of those shares, in accordance with the procedures outlined herein and subject to the limitations and restrictions of the program described below. There is no fee payable to our advisor, our sponsor, our board of directors or any other party in connection with the repurchase of shares pursuant to our share repurchase program.

Subject to the limitations of and restrictions on the program, and subject to funds being available as described below, shares repurchased under the share repurchase program will be repurchased at the transaction price, which will generally be equal to the NAV per share applicable to the class of shares being repurchased and most recently disclosed by us in a public filing with the SEC. Under our share repurchase program we may repurchase during any calendar month shares of common stock whose aggregate value (based on the repurchase price per share in effect when the repurchase is effected) is 2% of our aggregate NAV as of the last calendar day of the previous month and during any calendar quarter whose aggregate value (based on the repurchase price per share in effect when the repurchase is effected) is up to 5% of our aggregate NAV as of the last calendar day of the prior calendar quarter. During a given quarter, if in each of the first two months of such quarter the 2% repurchase limit is reached and stockholders’ repurchases are reduced pro rata for such months, then in the third and final month of that quarter, the applicable limit for such month will likely be less than 2% of our aggregate NAV as of the last calendar day of the previous month because the repurchases for that month, combined with the repurchases in the previous two months, cannot exceed 5% of our aggregate NAV as of the last calendar day of the prior calendar quarter.

Unless our board of directors determines otherwise, we intend to fund repurchases from any available cash sources at our disposal, including available cash, cash flow from operations, the sale of real estate-related securities and other assets, borrowings or offering proceeds, without any limitation on the amounts we may pay from such sources. Our board of directors has complete discretion to determine whether all of such funds will be applied to repurchases pursuant to the program, whether such funds are needed for other purposes or whether additional funds from other sources may be used for repurchases pursuant to the program.

If you would like to request repurchase of your shares, please contact us at 855-9-CANTOR to receive required repurchase forms and instructions concerning required signatures. Certain broker dealers require that their clients make repurchase requests through their broker dealer, so please contact your broker dealer first if you want to request repurchase of your shares. Stockholders may request that we redeem all or any portion of their shares as of the close of business of the last calendar day of each full

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calendar month (the “Repurchase Date”) at the most recently announced NAV per share for the class of shares being repurchased (subject to the 5% discount described below). To have their shares repurchased, stockholders’ repurchase requests and required documentation must be received by us in “good order” by 4:00 p.m. Eastern time on the second to last business day of the applicable month. If a repurchase request is received after such time, the repurchase order will be executed on the next month’s Repurchase Date at the NAV applicable to that month (subject to the 5% discount), unless such request is withdrawn prior to that Repurchase Date. Stockholders will generally have at least 20 business days (from the last business day of the previous month to the second to last business day of the applicable month) during which to decide whether to request the repurchase of their shares as of the end of the current month. Repurchase requests received and processed by our transfer agent on a business day, but after the close of business on that day or on a day that is not a business day, will be deemed received on the next business day.

Stockholders may withdraw their repurchase requests before they have been processed by notifying a customer service representative available on our toll-free information line at 855-9-CANTOR before 4:00 p.m. Eastern time on the second to last business day of the applicable month. Settlements of share repurchases will be made within three business days after the Repurchase Date.

The repurchase price for each month will, under normal circumstances, be equal to the NAV per share then in effect as of that Repurchase Date. The NAV per share will be posted on the Company’s website (www.cantorfitzgeraldincometrust.com) promptly after it has become available and will also be available through our toll-free information line at 855-9-CANTOR. Under normal circumstances, we expect to fulfill repurchase requests, subject to the 2% monthly and 5% quarterly limitations. In certain circumstances stockholders may make a repurchase request for a particular Repurchase Date before the transaction price is made available; however, the transaction price will be made available for a period of at least ten business days ending on or before the second to last business day of each month and, as result, all stockholders will have at least a ten business day period to consider the transaction price before the deadline to submit or withdraw a repurchase request (the first day of the ten business day period is the day the transaction price is made available and the tenth business day of the period is the deadline to submit or withdraw a repurchase request (the second to last business day of the month)).

We may redeem fewer shares than have been requested to be repurchased in any particular month, or none at all, in our discretion, including due to the lack of readily available funds because of market conditions, the need to maintain liquidity for operations or because our board of directors has determined that investing in real property or other illiquid investments is a better use of our capital than redeeming our shares. In the event that we determine to redeem some but not all of the shares submitted for repurchase during any month for any of the foregoing reasons, shares submitted for repurchase during such month will be repurchased on a pro rata basis. The portion of any unsatisfied repurchase requests due to any of the limitations described above must be resubmitted after the start of the next month or quarter. Any determination to repurchase fewer shares than have been requested to be repurchased may be made immediately prior to the applicable Repurchase Date, and will be disclosed subsequently to prospective investors and stockholders in periodic prospectus supplements and/or reports filed by us, or more frequently as required by applicable securities laws.

There is no minimum holding period for your shares and you can request that we repurchase your shares at any time. However, shares that have not been outstanding for at least one year will be repurchased at 95% of the repurchase price that would otherwise apply to the class of shares being repurchased; provided, that, the period that a Class T share, Class S share and/or Class D share was held prior to being converted into a Class I share will count toward the total hold period for a Class I share. The one-year holding period is measured as of the subscription closing date immediately following the prospective repurchase date. Additionally, stockholders who have received shares of the Company’s common stock in exchange for their operating partnership units may include the period of time such

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stockholder held such operating partnership units for purposes of calculating the holding period for such shares of the Company’s common stock. The 5% holding discount will be waived in connection with the repurchase of shares acquired pursuant to our distribution reinvestment plan and in connection with the repurchase of shares issued as stock dividends. In addition, upon request, we may waive the 5% holding discount in the case of death or qualifying disability of a stockholder.

In order for us to waive a 5% holding discount in cases of qualified disability: (i) the stockholder would have to receive a determination of disability based upon a physical or mental condition or impairment arising after the date the stockholder acquired the shares to be repurchased, and (ii) such determination of disability would have to be made by the governmental agency responsible for reviewing the disability retirement benefits that the stockholder could be eligible to receive (the “applicable governmental agency”). The “applicable governmental agencies” would be limited to the following: (i) if the stockholder paid Social Security taxes and, therefore, could be eligible to receive Social Security disability benefits, then the applicable governmental agency would be the Social Security Administration or the agency charged with responsibility for administering Social Security disability benefits at that time if other than the Social Security Administration; (ii) if the stockholder did not pay Social Security benefits and, therefore, could not be eligible to receive Social Security disability benefits, but the stockholder could be eligible to receive disability benefits under the Civil Service Retirement System (“CSRS”), then the applicable governmental agency would be the U.S. Office of Personnel Management or the agency charged with responsibility for administering CSRS benefits at that time if other than the Office of Personnel Management; or (iii) if the stockholder did not pay Social Security taxes and therefore could not be eligible to receive Social Security benefits but suffered a disability that resulted in the stockholder’s discharge from military service under conditions that were other than dishonorable and, therefore, could be eligible to receive military disability benefits, then the applicable governmental agency would be the Department of Veterans Affairs or the agency charged with the responsibility for administering military disability benefits at that time if other than the Department of Veterans Affairs.

Disability determinations by governmental agencies for purposes other than those listed above, including but not limited to worker’s compensation insurance, administration or enforcement of the Rehabilitation Act or Americans with Disabilities Act, or waiver of insurance premiums would not entitle a stockholder to the special repurchase terms described above. Repurchase requests following an award by the applicable governmental agency of disability benefits would have to be accompanied by: (i) the investor’s initial application for disability benefits and (ii) a Social Security Administration Notice of Award, a U.S. Office of Personnel Management determination of disability under CSRS, a Department of Veterans Affairs record of disability-related discharge or such other documentation issued by the applicable governmental agency that we would deem acceptable and would demonstrate an award of the disability benefits.

We understand that the following disabilities do not entitle a worker to Social Security disability benefits:

• disabilities occurring after the legal retirement age; and
• disabilities that do not render a worker incapable of performing substantial gainful activity.
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Therefore, such disabilities would not qualify for the special repurchase terms, except in the limited circumstances when the investor would be awarded disability benefits by the other “applicable governmental agencies” described above.

In order for a determination of incompetence or incapacitation (a “determination of incompetence”) to entitle a stockholder to the special repurchase terms, a state or federal court located in the United States must declare, determine or find the stockholder to be (i) mentally incompetent to enter into a contract, to prepare a will or to make medical decisions or (ii) mentally incapacitated. In both cases such

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determination must be made by the court after the date the stockholder acquired the shares to be repurchased. A determination of incompetence or incapacitation by any other person or entity, or for any purpose other than those listed above, will not entitle a stockholder to the special repurchase terms. Repurchase requests following a “determination of incompetence” must be accompanied by the court order, determination or certificate declaring the stockholder incompetent or incapacitated.

If repurchase requests, in the business judgment of our board of directors, place an undue burden on our liquidity, adversely affect our operations or risk having an adverse impact on stockholders whose shares are not repurchased, then our board of directors may terminate, suspend or amend the share repurchase program at any time without stockholder approval, if it deems such action to be in the best interest of our stockholders. In addition, our board of directors may determine to suspend the share repurchase program due to regulatory changes, changes in law or if our board of directors becomes aware of undisclosed material information that it believes should be publicly disclosed before shares are repurchased. Material modifications, including any reduction to the monthly or quarterly limitations on repurchases, and suspensions of the program will be promptly disclosed to stockholders in a prospectus supplement (or post-effective amendment if required by the Securities Act) or current report on Form 8-K filed with the Securities and Exchange Commission. Any material modifications will also be disclosed on our website. Further, our share repurchase program will be terminated in the event that our shares ever become listed on a national securities exchange or in the event a secondary market for our common stock develops.

Our share repurchase program only provides stockholders a limited ability for shares to be repurchased for cash until a secondary market develops for our shares, at which time the program would terminate. No such market presently exists, and we cannot assure you that any market for your shares will ever develop.

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cfit-ex101_491.htm

DocuSign Envelope ID: FF17D149-EFCD-43B6-83D6-F05D41796499

Exhibit10.1

Amendment No. 1 to Amended and Restated Limited Partnership Agreement

of Cantor Fitzgerald Income Trust Operating Partnership, LP

THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF CANTOR FITZGERALD INCOME TRUST OPERATING PARTNERSHIP, LP, dated May 11, 2020, is between Cantor Fitzgerald Income Trust, Inc. (f/k/a Rodin Global Property Trust, Inc.), a Maryland corporation (the "General Partner"), and the Limited Partners set forth on Exhibit A attached thereto, as amended from time to time (the "Amended and Restated Operating Partnership Agreement''). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Amended and Restated Operating Partnership Agreement.

WHEREAS, the parties entered into that certain Amended and Restated Operating Partnership Agreement dated as of August 10, 2020; and

WHEREAS, the parties desire to enter into this Amendment No. 1 to the Amended and Restated Operating Partnership Agreement to provide for automatic conversion of Class T Units, Class S Units and Class D Units under certain circumstances.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which   are hereby acknowledged, the parties hereto agree as follows:

1The following is added as a new Section 4.11 of the Amended and Restated Operating Partnership Agreement:

Section 4.11. Conversion of Class T Units, Class S Units and Class D Units.

If there are any distribution fees payable directly with respect to any Class T Units, Class S Units or Class D Units, Class T Units will automatically convert to Class I Units at the Class T Conversion Rate, Class S Units will automatically convert to Class I Units at the Class S Conversion Rate and Class D Units will automatically convert to Class I Units at the Class D Conversion Rate at the end of the month in which the General Partner determines that total distribution fees paid with respect to such Class T Units, Class S Units or Class D Units held by a Limited Partner (other than Cantor Fitzgerald Income Trust, Inc. in its capacity as the Limited Partner) within his or her account would exceed, in the aggregate, 8.75% of the initial NAV of the Class T Units, Class S Units or Class D Units held in such Limited Partner's account.

2This Amendment constitutes an amendment to the Amended and Restated Operating Partnership Agreement. Except as set forth in this Amendment, all of the provisions of the Amended and Restated Operating Partnership Agreement shall continue in full force and effect in accordance with their terms. In the event of any conflict between the provisions of the Amended and Restated Operating Partnership Agreement and the provisions of this Amendment, the provisions of this Amendment shall control.

3This Amendment (a) shall be binding upon the parties and their respective successors and assigns, (b) may be executed in several counterparts, each of which counterpart, when so executed and delivered, shall constitute an original agreement, and all such separate counterparts shall constitute but one and the same agreement, and (c) together with the Amended and Restated Operating Partnership Agreement, embodies the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements, consents and understandings relating to such subject matter.

[Signature Page Follows]

DocuSign Envelope ID: FF17D149-EFCD-43B6-83D6-F05D41796499

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

GENERAL PARTNER:
Cantor Fitzgerald Income Trust, Inc.
By: Christopher Milner
Name: Christopher A. Milner
Title: President
LIMITED PARTNER:
--- ---
Cantor Fitzgerald Income Trust, Inc.
By: Christopher Milner
Name: Christopher A. Milner
Title: President
SPECIAL LIMITED PARTNER
--- ---
Cantor Fitzgerald Income Trust OP Holdings, LLC
By: Cantor Fitzgerald Investors, LLC
By: Christopher Milner
Name: Christopher A. Milner
Title: President

cfit-ex102_466.htm

Exhibit 10.2

SECOND AMENDED AND RESTATED TRUST AGREEMENT OF

CF SUMMERFIELD MULTIFAMILY DST

A DELAWARE STATUTORY TRUST

This SECOND AMENDED AND RESTATED TRUST AGREEMENT of CF SUMMERFIELD MULTIFAMILY DST, a Delaware statutory trust (the “Trust”), dated as of May 11, 2021, is made by and among CF Summerfield Depositor, LLC, a Delaware limited liability company (the “Depositor”); CF Summerfield DST Holder, LLC, a Delaware limited liability company (“CFIT Investor”); Delaware Trust Company, a Delaware limited liability company, as the Delaware trustee (the “Delaware Trustee”); CF Summerfield Manager, LLC, a Delaware limited liability company, as administrative trustee (the “Administrative Trustee” and together with the Delaware Trustee, the “Trustees” or each a “Trustee”), Michelle Dreyer, as the independent trustee (the “Independent Trustee”), and any other person who subsequently signs this agreement (the “Trust Agreement”) and becomes a party to it.

WHEREAS, the Depositor, Administrative Trustee and Delaware Trustee formed the Trust as a “statutory trust” pursuant to and in accordance with the Delaware Statutory Trust Act (Title 12, Chapter 38 §3801 et. seq.), as amended from time to time (the “Act”) by filing the Certificate of Trust with the Delaware Secretary of State on March 10, 2021, and intend that this Trust Agreement constitute the “governing instrument” of the Trust (as such term is defined in Section 3801(c) of the Act);

WHEREAS, the Depositor, the Administrative Trustee and the Delaware Trustee entered into that certain Trust Agreement of CF Summerfield Multifamily DST, dated as of March 10, 2021 (the “Original Trust Agreement”), and entered into that certain Amended and Restated Trust Agreement of CF Summerfield Multifamily DST, dated as of March 26, 2021 (the “First Amended Trust Agreement”);

WHEREAS, as of the date hereof, the Depositor holds seventy-five percent (75%) of the beneficial ownership interests in the Trust (the “Depositor Interests”), and the CFIT Investor holds twenty-five percent (25%) of the beneficial ownership interests in the Trust;

WHEREAS, the Trust owns the real estate and improvements located at 8100 Gibbs Way, Landover, Maryland 20785 (the “Real Estate”);

WHEREAS, the Real Estate is subject to the Master Lease (as hereinafter defined);

WHEREAS, the Real Estate is subject to the Loan (as hereinafter defined);

WHEREAS, it is anticipated that certain Persons will purchase from the Trust up to seventy-five percent (75%) of the Interests in exchange for payment of money and become Investors, as such terms are defined herein, pursuant to a private placement of the Interests, and that the proceeds of the private placement will be used by the Administrative Trustee to pay certain expenses and fees and to return exclusively to the Depositor all or a portion of its capital contributions in reduction of all or a portion of the Depositor Interests in the Trust, as the case may be, as set forth in the Private Placement Memorandum (as hereinafter defined) and as further described in Section 2.08 hereof; and

WHEREAS, in anticipation of the issuance of the Private Placement Memorandum, the Depositor, the CFIT Investor, the Administrative Trustee and the Delaware Trustee have determined that it is advisable to amend and restate in its entirety the First Amended Trust Agreement.

NOW, THEREFORE, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS

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

“Administrative Trustee” shall have the meaning set forth in the preamble.

“Affiliate” shall mean, with respect to any specified Person, any other Person owning beneficially, directly or indirectly, any ownership interest in such specified Person or directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person.

“Borrower” shall mean the Trust.

“Cash Amount” shall have the meaning set forth in Section 11.01(d).

“Cash Amount Cap” shall have the meaning set forth in Section 11.01(d).

“Cash Election Deadline” shall have the meaning set forth in Section 11.01(d).

“Cash Election Investors” shall have the meaning set forth in Section 11.01(d).

“Cash Election Notice” shall have the meaning set forth in Section 11.01(d).

“CF” shall mean Cantor Fitzgerald Investors, LLC, a Delaware limited liability company.

“CFIT” shall mean Cantor Fitzgerald Income Trust, Inc., a Maryland corporation and a publicly registered non-traded real estate investment trust. For the avoidance of doubt, all references herein to CFIT shall include all direct and indirect subsidiaries of CFIT, including but not limited to Cantor Fitzgerald Income Trust Operating Partnership, L.P.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

“Control” shall mean (whether capitalized or not), with respect to any specified Person, the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” shall have meanings correlative to the foregoing. Without limiting the generality of the foregoing, a Person shall be deemed to Control any other Person in which it owns, directly or indirectly, more than fifty percent (50%) of the ownership interests.

“Delaware Trustee” shall have the meaning set forth in the preamble.

“Depositor” shall have the meaning set forth in the preamble.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.

“Exercise Date” shall have the meaning set forth in Section 11.01(d).

“Fair Market Value Option” shall have the meaning set forth in Section 11.01(a).

“Independent Trustees” means an individual with at least three (3) years of employment experience serving as an independent trustee at the time of appointment who is provided by, and is in good standing with, CT Corporation, Corporation Service Company, Delaware Trust Company, National Registered Agents, Inc., Wilmington Trust Company, Stewart Management Company, Lord Securities Corporation or, if none of those companies is then providing professional independent directors or managers or, after a Securitization is not acceptable to the Rating Agencies, another nationally-recognized company reasonably approved by Lender and if required by Lender after a Securitization, the Rating Agencies, in each case that is not an Affiliate of such corporation, Delaware Statutory Trust or limited liability company and that provides professional independent directors, trustees or managers and other

corporate services in the ordinary course of its business, and which individual is duly appointed as a trustee, member of the board of directors or board of managers of such corporation, Delaware Statutory Trust or limited liability company and is not, and has never been, and will not while serving as independent director, trustee or manager be:

(a) a member (other than an independent, non-economic “springing” member), partner, equity holder, manager, director, officer or employee of such corporation, Delaware Statutory Trust or limited liability company, or any of its respective equity holders or Affiliate of Borrower (other than as an independent director or manager of an Affiliate of such corporation, Delaware Statutory Trust or limited liability company that is not in the direct chain of ownership of such corporation, Delaware Statutory Trust or limited liability company and that is required by a creditor to be a single purpose bankruptcy remote entity, provided that such independent director or manager is employed by a company that routinely provides professional independent directors or managers in the ordinary course of business);

(b) a customer, creditor, supplier or service provider (including provider of professional services) to such corporation, Delaware Statutory Trust or limited liability company or any of its respective equity holders or Affiliates of Borrower (other than a nationally-recognized company that routinely provides professional independent directors or managers and other corporate services to such corporation, Delaware Statutory Trust or limited liability company or any of its respective equity holders or Affiliates of Borrower in the ordinary course of business);

(c) a family member of any such member, partner, equity holder, manager, director, officer, employee, creditor, supplier or service provider; or

(d) a Person that Controls or is under common Control with (whether directly, indirectly or otherwise) any of the Persons referred to in clauses (a), (b) or (c) above.

A natural person who otherwise satisfies the foregoing definition other than subparagraph (a) by reason of being the independent director or manager of a Special Purpose Entity in the direct chain of ownership of such corporation, Delaware Statutory Trust or limited liability company shall not be disqualified from serving as an independent director or manager of such corporation, Delaware Statutory Trust or limited liability company, provided that the fees that such individual earns from serving as independent directors or managers of such Borrower Affiliates in any given year constitute in the aggregate less than five percent ( 5%) of such individual’s annual income for that year.

“Interest” shall mean, with respect to an Investor, such Investor’s beneficial ownership interest in the Trust Property (for the avoidance of doubt, such Investor’s Interest shall be its portion of the Depositor Interests), which is reflected on Schedule 1 attached hereto and made a part hereof. All Interests shall be of a single class.

“Interest FMV” shall have the meaning set forth in Section 11.01(d).

“Investor(s)” shall mean the Depositor to the extent it holds or retains a Depositor Interest, the CFIT Investor, each Person who becomes a holder of an Interest pursuant to the offering of Interests described in the Private Placement Memorandum or otherwise, and each of their successors in interest as beneficiaries of the Trust pursuant to Article III.

“Lender” shall mean Arbor Private Label, LLC, and its successors and assigns, with respect to the Loan.

“Loan” shall mean that certain loan from the Lender in the amount of $76,575,000 made to the Trust by the Lender.

“Loan Agreement” shall mean that certain Loan Agreement dated as of March 26, 2021 (as amended, restated, replaced, supplemented or otherwise modified from time to time), by and between Lender and the Trust.

“Loan Documents” shall mean any and all documents evidencing or securing the Loan or any assumptions thereof including, without limitation, the Loan Agreement, any promissory note, mortgage, assignment of leases and rents, indemnity agreement, guaranty certificate, escrow agreement, consent or subordination agreement or the functional equivalent of any of the aforementioned, and any and all other documents related to the Loan.

“Majority” shall mean more than fifty percent (50%).

“Master Lease” shall mean that certain Master Lease between the Trust, as landlord and the Master Tenant, as tenant, with respect to the Real Estate.

“Master Tenant” shall mean CFHZ Summerfield Master Tenant JV, LLC, a Delaware limited liability company.

“Material Action” means, as to any Person, to file any insolvency, or reorganization case or proceeding, to institute proceedings to have such Person be adjudicated bankrupt or insolvent, to institute proceedings under any applicable insolvency law, to seek any relief under any law relating to relief from debts or the protection of debtors, to consent to the filing or institution of bankruptcy or insolvency proceedings against such Person, to file a petition seeking, or consent to, reorganization or relief with respect to such Person under any applicable federal or state law relating to bankruptcy or insolvency, to seek or consent to the appointment of a receiver (unless at Lender’s request), liquidator, assignee, trustee, sequestrator, custodian, or any similar official of or for such Person or a substantial part of its property, to make any assignment for the benefit of creditors of such Person, to admit in writing such Person’s inability to pay its debts generally as they become due (unless such admission is true), or to take action in furtherance of any of the foregoing.

“Modified Cash Amount” shall have the meaning set forth in Section 11.01(d).

“NAV” shall have the meaning set forth in Section 11.02(a).

“Operating Partnership” shall have the meaning set forth in Section 11.01(a).

“Option Holder” shall have the meaning set forth in Section 11.01(a).

“OP Units” shall have the meaning set forth in Section 11.01(a).

“Original Trust Agreement” shall have the meaning set forth in the recitals.

“Percentage” shall mean, with respect to a particular Investor, the percentage beneficial ownership interest of such Investor in the Trust Property as reflected on Schedule 1 attached hereto and made a part hereof (including any updates of Schedule 1 to reflect transfers of Interests that satisfy the provisions of Article III), and the rights, obligations, benefits and burdens associated with such beneficial ownership interest.

“Person” shall mean a natural person, corporation, limited partnership, general partnership, limited liability company, joint stock company, joint venture, association, company, trust, bank trust company, land trust, business trust, statutory trust or other organization, whether or not a legal entity, and a government or agency or political subdivision thereof.

“Plan Asset Rules” shall mean 29 Code of Federal Regulations Section 2510.3-101, as amended from time to time.

“Private Placement Memorandum” shall mean the memorandum and related documents distributed to prospective Investors that provides such persons with information relating to an investment in the Interests.

“Real Estate” shall have the meaning set forth in the recitals.

“Real Estate FMV” shall have the meaning set forth in Section 11.02(b).

“Receipt Date” shall have the meaning set forth in Section 11.01(d).

“Regulations” shall mean U.S. Treasury Regulations promulgated under the Code.

“Section” shall mean a section in this Trust Agreement, unless otherwise modified.

“Special Purpose Entity” shall mean an entity, whose organizational documents contain restrictions on its activities and impose requirements intended to preserve such entity’s separateness that are substantially identical to the special purpose provisions set forth on Schedule 2. of this Trust Agreement.

“Transaction Documents” shall mean the Trust Agreement, the Master Lease and the Loan Documents.

“Transfer Distribution” shall mean distributions of Trust Property as set forth in section 9.03.

“Trust” shall have the meaning set forth in the preamble.

“Trust Agreement” shall have the meaning set forth in the preamble.

“Trustees” (including the singular “Trustee” thereof) shall have the meaning set forth in the preamble.

“Trust Property” shall mean all right, title and interest of the Trust in and to any property owned by the Trust, including the Real Estate.

“Unit FMV” shall have the meaning set forth in Section 11.02(a).

ARTICLE II

FORMATION OF TRUST

2.01     Name. The Trust created hereby shall be known as CF Summerfield Multifamily DST.

2.02     Registered Office and Agent; Principal Place of Business.

(a) The name and address of the registered agent of the Trust in the State of Delaware is the Delaware Trust Company, Corporation Trust Center, 251 Little Falls Drive Wilmington, Delaware 19808. The Administrative Trustee may from time to time in accordance with the Act change any of the Trust’s registered agents and/or registered offices and designate a registered agent and registered office in each state the Trust is required to maintain or appoint one.

(b)The principal place of business of the Trust shall be at such place as the Administrative Trustee shall designate from time to time by notice to the Investors, which need not be in the State of Delaware. The initial principal place of business of the Trust shall be 110 East 59th Street, New York, NY 10022.

2.03     Purposes. The purposes of the Trust are to engage in the following activities: (i) to acquire and own the Real Estate and any related personal property; (ii) to enter into or assume and comply with the terms of the Transaction Documents; (iii) to conserve, protect, manage and dispose of the Real Estate; and (iv) to take such other actions as the Trustees deem necessary or advisable to carry out the foregoing. For the avoidance of doubt, without further action or authorization of any Person, and consistent with Sections 7.01(d) and 7.02 of this Agreement, the Trust and the Administrative Trustee on behalf of the Trust are hereby authorized to acquire the Real Estate (including entering into any agreements to effectuate such acquisition), enter into the Loan Documents, enter into and assume the Master Lease, and to take such other actions as are required in order to effectuate the actions authorized by this sentence notwithstanding any other provision of this Agreement, the Act or applicable law, rule or regulation. All lawful acts and activities of the Trust, in the name or on behalf of the Trust, are approved, confirmed, and ratified in all respects. The Administrative Trustee is hereby authorized to enter into the Trust Agreement, to serve as administrative trustee of the Trust, and to execute on behalf of the Trust, the Loan Documents, the Transaction Documents and the Master Lease, and to take such other actions on behalf of the Trust as contemplated under Section 2.03 of the Trust Agreement. The Master Tenant is hereby authorized to enter into the Master Lease, in its capacity as tenant, and to take all such other actions as necessary thereby. The Trust shall hold the Trust Property for investment purposes and only engage in activities which are customary services in connection with the maintenance and repair of the Real Estate. Neither the Administrative Trustee, Delaware Trustee, Investors, nor their agents shall provide services: (a) that are not “customary services” within the meaning of Revenue Ruling 75-374, 1975-2 C.B. 261; (b) the payment for which would not qualify as “rents from real property” within the meaning of Code Section

512(b)(3)(A)(i) and the Regulations thereunder; or (c) the payment for which would not qualify as “rents from real property” within the meaning of Code Sections 856(c)(2)(C) and 856(c)(3)(A) and the Regulations thereunder. The Trust shall conduct no business other than as specifically set forth in this Section 2.03.

2.04     Declaration of Trust by Delaware Trustee. The Delaware Trustee, in its capacity as the Delaware trustee of the Trust, hereby declares that it will hold the Trust Property upon the terms and conditions herein for the benefit of the Investors, subject to the obligations of the Trust under the Master Lease, the Loan Documents and other relevant agreements. It is the intention of the parties hereto that the Trust constitute a “statutory trust” under Chapter 38 of Title 12 of the Delaware Code. In accordance with the Original Trust Agreement, the Delaware Trustee caused the filing of a Certificate of Trust (the “Certificate of Trust”) with the Secretary of State of the State of Delaware (the “Secretary of State”) pursuant to Section 3810   of Title 12 of the Act. It is the intention of the parties hereto that the Trust shall not constitute an agency, partnership, corporation, association or business trust for federal income tax purposes. Instead, each Investor shall be treated for federal income tax purposes as the owner of a direct ownership interest in the Trust Property. Each Investor agrees to report its interest in the Trust in a manner consistent with the foregoing and otherwise not to take any action that would be inconsistent with the foregoing.

2.05     Limitation on Certain Activities.

(a) This Section 2.05 is being adopted solely for the benefit of the Lender in order to comply with certain provisions of the Loan Documents necessary to qualify the Trust as a “special purpose entity” and accordingly is enforceable against the Trust and the Trustees solely by the Lender pursuant to Section 12.10 of this Trust Agreement.

(b)The Trust will not, and notwithstanding any other provision of this Trust Agreement and any provision of law that otherwise so empowers the Trust or any other Person, neither the Trust nor any other Person shall be authorized or empowered, nor shall they permit the Trust, without the prior unanimous written consent of all of the Trust’s Trustees, including, without limitation, the Independent Trustee, and the Depositor (so long as it holds a Percentage), and such other entities as may be required under the Trust Agreement or at law, take any of the following actions:

(i)File any insolvency, reorganization case or proceeding, to institute proceedings to have Borrower be adjudicated bankrupt or insolvent.

(ii)Institute proceedings under any applicable insolvency law.

(iii)Seek relief under any law relating to relief from debts or the protection of debtors.

(iv)Consent to the filing or institution of bankruptcy or insolvency proceedings against Borrower.

(v)File a petition seeking, or consent to, reorganization or relief with respect to Borrower under any applicable federal or state law relating to bankruptcy or insolvency.

(vi)Seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian, or any similar official for Borrower or a substantial part of its property.

(vii)Make any assignment for the benefit of creditors of Borrower.

(viii)Admit in writing Borrower’s inability to pay its debts generally as they become due.

(ix)Take action in furtherance of any of the foregoing.

(b)Notwithstanding any provisions of this Trust Agreement and any provision of law that otherwise so empowers the Trustees or the Investors, so long as any obligation evidenced or secured by any of

the Loan Documents remains outstanding and not discharged in full and the lien of the mortgage has not been released, neither the Trust, the Trustees nor any other Person on behalf of the Trust shall have any authority to do any of the following without the Lender’s prior written consent:

(i)engage in any business or activity other than those set forth in Section 2.03 of this Trust Agreement;

(ii)perform any act in contravention of or constituting an event of default under the Loan Documents;

(iii)borrow money or incur indebtedness other than the Loan, normal trade accounts payable and lease obligations in the normal course of business (subject to the limitations contained in the Loan Documents), or grant consensual liens on the Trust’s property other than in connection with the Loan;

(iv)amend, alter, change or repeal any provision of this Trust Agreement (except to the extent otherwise permitted pursuant to the terms and conditions of the Loan Documents);

(v)issue or distribute (in termination of the Trust or otherwise) tenancy in common interests or other partial interests in the Real Estate to the Investors or to any other Person; and

(vi)except as provided in Sections 9.02 and 9.03 of this Trust Agreement, dissolve, liquidate, wind up, consolidate or combine with any other entity, merge or sell, transfer, encumber (except with respect to the Lender), lease or otherwise dispose of the Trust’s assets.

(c) Notwithstanding any other provision of this Trust Agreement, so long as any obligation evidenced or secured by any of the Loan Documents remains outstanding and not discharged in full and the lien of the mortgage has not been released, the Trustees shall cause the Trust at all times to:

(i)observe statutory formalities with respect to the administration of the Trust and in the conduct of the Trust’s activities; and

(ii)prepare separate financial statements and, if the Trust is not treated for federal, state or local income tax purposes as a disregarded entity, file its tax returns, if any, separate from those of any other Person, and not file consolidated tax returns with any other Person.

(d) Notwithstanding any other provision of this Trust Agreement, so long as any portion of the Loan remains outstanding, the Administrative Trustee also shall cause the Trust to, and the Trust shall comply with, the covenants set forth on Schedule 2 attached to this Trust Agreement

2.06     Operative Timing Related to Certain Provisions of this Trust Agreement. Notwithstanding anything else in this Trust Agreement to the contrary, the following sections of this Trust Agreement shall be of no force or effect during such time that the Trust has only one (1) Investor, and shall be fully operative at all such times as the Trust has more than one (1) Investor: (a) Section 7.03; (b) Section 7.06 (solely to the extent it refers to Section 7.03); (c) Section 9.02; (d) Section 9.03; and (e) Section 11.09 (solely with respect to the clause limiting amendments that would “vary the investment” of the Investors).

2.07     Beneficial Ownership Interests.

(a) Each beneficial ownership interest in the Trust shall constitute and shall remain a “security” within the meaning of (i) Section 8-102(a)(15) of the Uniform Commercial Code as in effect from time to time in the States of Delaware and New York and (ii) the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the

American Bar Association on February 14, 1995. Notwithstanding any provision of this Trust Agreement to the contrary, to the extent that any provision of this Trust Agreement is inconsistent with any non-waivable provision of Article 8 of the Uniform Commercial Code as in effect in the State of Delaware (6 Del C. § 8-101, et. seq.) (the “UCC”), such provision of Article 8 of the UCC shall be controlling.

(b) The Trust shall not permit the beneficial ownership interests in the Trust to be represented by an instrument issued in bearer or registered form, or to constitute certificated securities as defined in Article 8 of the UCC. The Trust shall not take any action or permit any action to be taken that would revoke, cancel or change the election set forth in Section 2.07(a) for the beneficial ownership interests in the Trust to constitute securities under Article 8 of the UCC.

(c) The Trust shall maintain books for the purpose of registering the transfer of beneficial ownership interests.

2.08     Purchases of Interests by Investors; Reduction in Depositor Interest. Persons shall become Investors in the Trust upon the closing of their respective exchanges of cash payments made by such Persons to the Trust in exchange for Interests in the Trust, all as described in the Private Placement Memorandum. The amount of cash paid by, and the Percentage of, such Investor shall be as provided in the Private Placement Memorandum as determined by the Administrative Trustee, reflected on the books and records of the Trust, and set forth Schedule 1. All cash paid by such Investors in exchange for Interests (less any amounts required to pay expenses of the Trust including fees and expenses of the offering of Interests described in the Private Placement Memorandum) shall be used by the Trust to reduce an equivalent portion of the Depositor Interests then held by the Depositor such that in no event may such reduction result in a net increase or decrease in the corpus of the Trust. With respect to such payment by an Investor pursuant to the offering of Interests described in the Private Placement Memorandum and related reduction of a portion of the Depositor Interests then held by the Depositor, the reduction of the Percentage of the Depositor shall be equal to the Percentage granted by the Trust to the contributing Investor.

ARTICLE III

TRANSFER OF INTERESTS

3.01     Restrictions on Transfer. Subject to Section 3.02, no Interest, or any portion thereof, may be assigned, pledged, encumbered or transferred (each a “Proposed Interest Transfer”) without the prior consent of the Administrative Trustee. The Administrative Trustee’s consent to each Proposed Interest Transfer is subject to the sole discretion of the Administrative Trustee, including, but not limited to, the satisfaction as determined in the sole discretion of the Administrative Trustee, of the following:

(a) that such Proposed Interest Transfer complies with all applicable securities laws;

(b) that such Proposed Interest Transfer complies with all transfer restrictions and requirements set forth in the Loan Documents and does not itself or in combination with any other prior Interest transfer or Proposed Interest Transfer constitute an event of default under the Loan Documents;

(c) that such Proposed Interest Transfer would not result in the Trust having to register as an investment company under the Investment Company Act of 1940, as amended, or require the Trust or any Trustee to register as an investment adviser under the Investment Advisers Act of 1940, as amended;

(d) that such Proposed Interest Transfer does not cause the Trust Property to become “plan assets” (as defined in the Plan Asset Rules) subject to the fiduciary standards of Part 4 of Subtitle B of Tile I of ERISA and Code Section 4975;

(e) that the transferor and transferee(s) in such Proposed Interest Transfer shall have executed documents to effectuate such transfer that are satisfactory to the Administrative Trustee, including that the transferee(s) shall have executed a written acceptance and adoption of this Trust Agreement; and

(f) that all expenses of such Proposed Interest Transfer shall have been paid by the transferor and/or transferee(s) as such persons may agree.

3.02     Transfers for Family and Estate Planning Purposes. The consent of the Administrative Trustee shall not be unreasonably conditioned, withheld or delayed with respect to any Proposed Interest Transfer by an Investor to: (i) a revocable trust or an entity created for the primary benefit of the Investor, or any combination between or among the Investor, the Investor’s spouse, and the Investor’s issue (or to the Investor creating such trust or to any other permitted transferee hereunder, upon the termination of such trust); (ii) an Investor’s spouse or third party upon a divorce decree or marital settlement or turnover order; (iii) the court-appointed guardian or custodian of an Investor; (iv) the executor(s) of a deceased Investor’s estate (on a temporary basis pending final resolution of such estate); and (v) the heirs and devisees of a deceased Investor’s estate.

ARTICLE IV

DISTRIBUTIONS

4.01     Payments From Trust Property Only. Except as determined by the Administrative Trustee in its sole discretion and as is consistent with the status of the Trust described in Section 5.01(c), all payments to be made by the Trustees under this Trust Agreement shall be, directly or indirectly, from the Trust Property. Notwithstanding any provision to the contrary contained in this Trust Agreement, the Trust shall not be required to make a distribution to a trustee on account of its interest in the Trust if such distribution would violate the Act or any other applicable law. For the avoidance of doubt, the provisions of Article IV shall not apply to payments in reduction of the Interests of the Depositor made in connection with sales of Interests to Investors pursuant to the offering of Interests described in the Private Placement Memorandum, which shall be instead be governed by Section 2.08.

4.02     Distributions in General. The Administrative Trustee shall distribute all available cash as determined pursuant to Section 4.01 to the Investors in accordance with their Percentages on a monthly basis, after paying or reimbursing the Trustees for any fees or expenses paid or incurred by the Trustees on behalf of the Trust, paying debt service on the Loan and related expenses and retaining such additional amounts as are necessary to pay anticipated ordinary current and future Trust expenses. Amounts of cash retained pursuant to this paragraph shall only be invested in short-term obligations of (or guaranteed by) the United States, or any agency or instrumentality thereof and in certificates of deposit or interest-bearing bank accounts of any bank or trust company having a minimum stated capital and surplus of $50,000,000. All such obligations must mature prior to the next distribution date, and be held to maturity. All amounts distributable to the Investors pursuant to this Trust Agreement shall be paid by check or in immediately available funds by transfer to a banking institution with bank wire transfer facilities for the account of the Investors, as instructed from time to time by the Investors.

ARTICLE V

RIGHTS, OBLIGATIONS AND REPRESENTATIONS OF INVESTORS

5.01     Status of Relationship.

(a) This Trust Agreement shall not be interpreted to impose a partnership or joint venture relationship on the Investors either at law or in equity. Accordingly, no Investor shall have any liability for the debts or obligations incurred by any other Investor, with respect to the Trust Property, or otherwise, and no Investor shall have any authority, other than as specifically provided herein, to act on behalf of any other Investor or to impose any obligation with respect to the Trust Property.

(b) For so long as there is only one (1) Investor that is an owner of the Trust, the rights of such Investor with respect to any Trust Property held during such time will be such that the Trust will be characterized during such time as a “business entity” within the meaning of Regulation Section 301.7701-3. Because the sole Investor will be the sole beneficial owner of the Trust, the Trust will be characterized as a disregarded entity and any Trust Property held at such time will be treated for federal income tax purposes as the property of the sole Investor.

(c) At such time as there is more than one (1) Investor that is an owner of Trust, the Trust shall not constitute a business entity for federal income tax purposes, but shall instead constitute an investment trust pursuant to Regulation Section 301.770 1-4(c); and a Grantor Trust under Subpart E of Part 1, Subchapter J of the Code (Code Sections 671 and following).

(d) Legal title to the Trust Property, including the Real Estate, shall be held by the Trust, and the Investors shall not have legal title to the Trust Property. Neither the bankruptcy, death or other incapacity of any Investor nor the transfer, by operation of law or otherwise, of any right, title or interest of the Investors in and to the Trust Property or hereunder shall terminate this Trust Agreement. Except as expressly set forth herein, the Investors shall not be liable for any liabilities or obligations of the Trust or the Trustees or for the performance of the Trust Agreement.

5.02     In-Kind Distributions; Waiver of Partition; Nature of Interest. To the fullest extent permitted by law, and consistent with Section 3805 of the Act, no Investor or any additional Investor admitted to the Trust shall have, and each Investor and each additional Investor hereby completely and irrevocably waives, any and all power or right: (a) to cause the Trust or any of its assets to be partitioned or divided or to demand or receive an in-kind distribution of the Trust Property; (b) to cause the appointment of a receiver for all or any portion of the assets of the Trust; (c) to compel any sale of all or any portion of the assets of the Trust pursuant to any applicable law; or (d) to file a complaint or to institute any proceeding at law or in equity to cause the bankruptcy, dissolution, liquidation, winding up or termination of the Trust. No Investor shall have any interest in any specific assets of the Trust, and no Investor shall have the status of a creditor with respect to any distribution pursuant to Section 4.02 hereof. The interest of each Investor in the Trust is personal property.

5.03     Role of Investors. For the avoidance of doubt, except solely as provided in Article X with respect to the appointment of a successor Delaware trustee or administrative trustee, Investors shall have no right to make decisions for, or to operate or manage, the Trust. The Investors’ sole right with respect to the Trust shall be limited to the right to receive distributions as provided under Section 4.02. Each Investor’s Interest in the Trust is personal property. Accordingly, by way of illustration and not limitation, any sale or other conveyance of the Trust Property or any part thereof by the Administrative Trustee made pursuant to the terms of this Trust Agreement shall bind the Investors and be effective to transfer or convey all rights, title and interest of the Trustees and the Investors in and to the Trust Property.

5.04     Subordination to Loan Documents. To the fullest extent permitted by law and while the Loan Documents remain in effect, any and all rights of the Investors pursuant to the terms of this Trust Agreement are subordinate to the rights of the Lender under the Loan Documents.

5.05     Representations, Warranties and Acknowledgments of Investors. Each Investor, by executing a counterpart signature page to this Trust Agreement, represents, warrants and acknowledges to the Trust and to the Trustees as follows:

(a) the execution, delivery and performance of this Trust Agreement (i) has been duly authorized by such Investor, (ii) does not require such Investor to obtain any consent or approval that has not been obtained and (iii) does not contravene or result in a default under (A) any provision of any law or regulation applicable to such Investor, (B) the governing documents of such Investor or (C) any agreement or instrument to which such Investor is a party or by which such Investor is bound.

(b) that this Trust Agreement is valid, binding and enforceable against such Investor in accordance with its terms.

(c) that such Investor is (i) a citizen or resident of the United States (including certain former citizens and former long-term residents), (ii) a corporation (or other entity taxable as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States or of any political subdivision thereof, (iii) an estate, the income of which is subject to United States federal income taxation regardless of the source of such income or (iv) a trust, if (A) the administration of the trust is subject to the primary supervision of a United States court and the trust has one or more United States persons with authority to control all substantial decisions or (B) the trust has a valid election in effect under applicable Treasury Regulations to be treated as a United States person.

(d) that such Investor acknowledges and accepts the power, authority and duties vested in the Trustees pursuant to this Trust Agreement, and the limitations on the duties of the Trustees to the Investors set forth in this Trust Agreement, including but not limited to the limitations set forth in Section 2.05 and Section 6.02 of this Trust Agreement.

ARTICLE VI

TRUST MANAGEMENT

6.01     Acceptance of Trust and Duties. The Delaware Trustee accepts the Trust hereby created and agrees to perform its duties as so provided herein. The Administrative Trustee accepts its duties as Administrative Trustee as set forth in this Trust Agreement, including, but not limited to, receiving and disbursing all money received by them constituting part of the Trust Property, subject to the Master Lease, the Loan Documents and other relevant agreements.

6.02     Limitation on Fiduciary Duties of Delaware Trustee and Administrative Trustee. Consistent with Sections 3803(b), 3806(c), 3806(d) and 3806(e) of the Act, to the fullest extent permitted by law, the duties and liabilities of the Trustees to the Trust and the Investors pursuant to this Trust Agreement are expressly limited as follows:

(a) The Trustees shall not be individually answerable or accountable for their omissions or actions on behalf of the Trust, except: (i) for their own willful misconduct or gross negligence; (ii) for the inaccuracy of any of their representations or warranties contained in Section 6.05 hereof; (iii) for their failure to comply with Section 7.03; (iv) for their own income taxes based on fees, commissions or compensation received as Delaware Trustee or Administrative Trustee, as applicable; or (v) for the failure to use ordinary care to disburse money received by them in accordance with the terms hereof.

(b) The Investors hereby acknowledge and agree that the Trustees and their respective Affiliates engage in business activities other than acting as Trustees hereunder, and each Investor hereby waives any claim or cause of action against the Delaware Trustee and Administrative Trustee as a result of any potential or actual conflict of interest arising as a result of any such business activity. Such business activities include, but are not limited to: (i) receiving fees related to the acquisition of the Trust Property; (ii) owning an interest in and receiving distributions of income from the Trust Property; (iii) engaging directly or indirectly in business activities that may relate to the Trust Property; (iv) acquiring, or sponsoring the acquisition of interests by investors in, parcels of real property that may compete with the Trust Property; and (v) undertaking obligations (including obligations as trustees and/or managers) to entities other than the Trust.

6.03     Not Acting in Individual Capacity. Except as otherwise provided in this Article VI, and pursuant to Section 3803(b) of the Act, the Delaware Trustee and the Administrative Trustee act solely as Trustees hereunder and not in their individual capacities, and all Persons other than the Investors having any claim against the Delaware Trustee or Administrative Trustee by reason of the transactions contemplated hereby shall look only to the Trust Property for payment or satisfaction thereof, but subject to the liens and other obligations created pursuant to the Loan Documents.

6.04     Authority of Trustees. The Administrative Trustee shall manage, control, dispose of or otherwise deal with the Trust Property consistent with its duties to conserve and protect the Trust Property, subject to any restrictions required by the Loan Documents, or otherwise provided in this Trust Agreement.

6.05     Representations or Warranties as to Trust Property or Documents. The Delaware Trustee and the Administrative Trustee make no representation or warranty as to: (i) the title, value, condition or operation of the Trust Property; and (ii) the validity or enforceability of any Transaction Document or as to the correctness of any statement contained in any thereof, except as expressly made by the Trustees in each of their individual capacities. The Trustees represent and warrant to the Investors that this Trust Agreement has been authorized, executed and delivered by each Trustee respectively.

6.06     Reliance. The Trustees shall not be liable to anyone for relying on any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by them to be genuine and signed by the proper parties. The Trustees may accept a copy of a resolution of the board of directors or other governing body of any corporate party, certified by the secretary or a senior officer thereof, as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter, the manner of ascertainment of which is not specifically prescribed herein, the Trustees may for all purposes hereof rely on an officer’s certificate of the relevant Person (if not an individual) as to such fact or matter, and such certificate shall constitute full protection to the Trustees for any action taken, suffered or omitted by it in good faith in reliance thereon.

6.07     Advice of Counsel. In the administration and interpretation of the Trust, the Trustees may perform any of their powers and duties, directly or through agents or attorneys and may consult with counsel, accountants and other skilled Persons selected and employed by them. The Trustees shall not be liable for anything done or omitted in good faith in accordance with the advice or opinion within the scope of competence of any such counsel, accountant or other skilled Persons selected with due care.

6.08     Compensation.

(a) The Delaware Trustee shall receive as compensation for its services an initial fee, monthly fees and document execution fees as agreed to by the Delaware Trustee and the Trust in a separate agreement.

(b) Commencing as of the date hereof, the Administrative Trustee shall receive as compensation for its services an annual fee equal to $90,000 for each year of the Trust’s operations (collectively, the “Asset Management Fees”) and prorated for any period during the term of this Trust Agreement of less than a full calendar year, payable on a monthly basis out of the Trust’s net cash flow after the payment of the debt service obligations of the Trust. The Administrative Trustee may decide, in its sole discretion, to be paid an amount less than the total amounts to which it is entitled with respect to such Asset Management Fees, and the excess amount that is not paid, in the Administrative Trustee’s sole discretion, may be waived permanently or, as applicable, deferred or accrued, without interest, to be paid at a later point in time.

(c) It is acknowledged that the Administrative Trustee intends to enter into asset management agreements (each, an “Asset Management Agreement”) with (i) HZ DST Asset Management, Inc., a California corporation (the “HZ Asset Manager”), and (ii) CF DST Asset Management, LLC, a Delaware limited liability company and an Affiliate of the Administrative Trustee (the “CF Asset Manager” and together with the HZ Asset Manager, the “Asset Manager”), pursuant to which each Asset Manager will provide asset management services to the Administrative Trustee for an annual fee of $30,000 (in the case of the CF Asset Manager) and $60,000 (in the case of the HZ Asset Manager). The fees payable under each Asset Management Agreement shall be paid exclusively by the Administrative Trustee and the Trust will have no obligations thereunder. Each Asset Management Agreement shall each provide that the Asset Manager may decide, in its sole discretion, to be paid an amount less than the total amounts to which it is entitled with respect to any fee, and the excess amount that is not paid, in the Asset Manager’s sole discretion, may be waived permanently or, as applicable, deferred or accrued, without interest, to be paid at a later point in time.

(d) The compensation to be provided to the Independent Trustee for services as Independent Trustee shall be provided for in a separate agreement between the Independent Trustee and the Trust.

(e) Subject to the Loan Documents, upon the sale, transfer or other disposition of the Real Estate, excluding a sale in foreclosure, a transfer to an LLC pursuant to Section 9.03(b), and transfers by Investors of their Interests to the Operating Partnership following exercise of the Fair Market Value Option (as those terms are defined in Article XI) pursuant to Article XI, CF (or its assignee in its sole discretion) shall have be entitled to and shall receive a payment (a “Disposition Fee”) equal to 2% of the of the gross sales price of the Real Estate (or buyer’s assumed fair market value of the Real Estate, if consideration to the Trust for the Real Estate is not rendered in cash), in cash on the closing date of such sale, transfer or other disposition of the Real Estate. Any brokerage commissions otherwise due and payable in connection with such sale, transfer or other disposition shall be in addition to the Disposition Fee; provided, however, in no event will the total disposition fee and brokerage fee payable by the Trust exceed 3%. The Disposition Fee is compensation for the agreement of CF to assist the Trust in disposing of the Real Estate as the Trust may reasonably request.

ARTICLE VII

DUTIES OF TRUSTEES

7.01     Duties of the Trustees in General.

(a) The Trustees and Independent Trustee shall only have the duties and obligations expressly provided in this Trust Agreement. Except to the extent specifically provided in this Section 7.01 to the effect that specific duties and obligations are those of the Delaware Trustee or the Independent Trustee, and notwithstanding any other provision of this Trust Agreement, all the duties and obligations of the Trustees, or of any of them, under this Trust Agreement shall be solely the duties and obligations of the Administrative Trustee.

(b) The Delaware Trustee is appointed to serve as the Delaware trustee of the Trust in the State of Delaware for the purpose of satisfying the requirement of Section 3807(a) of the Act that the Trust have at least one trustee with a principal place of business in Delaware. It is understood and agreed by the parties hereto that the Delaware Trustee shall have none of the duties or liabilities of the Administrative Trustee. The duties and obligations, and the authority, of the Delaware Trustee in its capacity as Delaware trustee of the Trust in the State of Delaware shall be limited to: (i) accepting legal process served on the Trust in the State of Delaware; (ii) executing of any certificates required to be filed with the Delaware Secretary of State which the Delaware Trustee, in its capacity as the Delaware trustee, is required to execute under Section 3811 of the Act; and (iii) any other duties specifically allocated to the Delaware Trustee as the Delaware trustee in this Trust Agreement. The Delaware Trustee, in its role as Delaware trustee, is authorized and directed to enter into such other documents and take such other actions as the Administrative Trustee shall specifically direct in written instructions delivered to the Delaware Trustee; provided, however, that the Delaware Trustee, in its role as Delaware trustee, will take such action merely in a ministerial nondiscretionary capacity, as directed by the Administrative Trustee, and any such action shall not subject the Delaware Trustee to any liability, in its role as Delaware trustee, and provided further, however, that the Delaware Trustee, in its role as Delaware trustee, shall be required to take any action if it shall determine, or shall be advised by counsel, that such action is likely to result in personal liability to such Delaware Trustee or is contrary to applicable law or any agreement to which such Delaware Trustee is a party. To the extent that, at law or in equity, the Delaware Trustee, in its role as Delaware trustee, has duties (including fiduciary duties) and liabilities relating thereto to the Trust or the Investors, it is hereby understood and agreed by the other parties hereto that such duties and liabilities are, to the fullest extent permitted by law, replaced by the duties and liabilities of the Administrative Trustee expressly set forth in this Trust Agreement.

(c) The Independent Trustee is appointed to serve as a trustee of the Trust for the purpose of satisfying the Lender’s requirement that the Trust have an independent trustee, and notwithstanding any provisions of this Trust Agreement, so long as any obligation evidenced or secured by any of the Loan Documents remains outstanding and not discharged in full and the lien of the Loan Documents has not been released, the Trust shall continue to be an entity with at least one independent trustee who qualifies as an Independent Director.

(d) It is understood and agreed by the parties hereto that the Independent Trustee shall have none of the duties or liabilities of the Administrative Trustee. The duties and obligations, and the authority, of the Independent Trustee shall be limited to consenting or not consenting to any proposed action of the Trust as provided in Section 2.05(b) and Schedule 2 of this Trust Agreement. To the extent that, at law or in equity, the Independent Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or the Investors, it is hereby understood and agreed by the other parties hereto that such duties and liabilities are, to the fullest extent permitted by law, replaced by the duties and liabilities of the independent trustee expressly set forth in this Trust Agreement. To the fullest extent permitted by law, including Section 3806(c) of the Act, the Independent Trustee shall consider only the interests of the Trust, including its creditors, in acting or voting on the matters provided in Section 2.05(b) and Schedule 2. To the fullest extent permitted by law, including Section 3806(d)   of the Act, except for duties to the Trust as set forth in the immediately preceding sentence the Independent Trustee shall not have any fiduciary duties to the Administrative Trustee, the Investors or any other Person bound by this Trust Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, including Section 3806(d) of the Statutory Trust Act, an Independent Trustee Trust, the Administrative Trustee, the Investors, or any other Person bound by this Agreement for breach of fiduciary duty for the Independent Trustee’s good faith reliance on the provisions of this Agreement. To the fullest extent permitted by law, including Section 3806(e), the Independent Trustee, shall not be liable to the Trust, the Administrative Trustee, the Investors, or any other Person bound by this Trust Agreement for breach of contract or breach of duties (including fiduciary duties), unless the Delaware Trustee acted in bad faith or engaged in willful misconduct. The Independent Trustee shall be a “trustee” as defined by Section 3801(h) of the Statutory Trust Act, provided, however, all right, power and authority of the Independent Trustees shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement.

(e) The Administrative Trustee is hereby authorized and directed to enter into any agreement permitted or directed by this Trust Agreement without the consent or signature of the Delaware Trustee including, without limitation, the Loan Documents and other Transaction Documents. The Administrative Trustee has also been appointed hereunder to satisfy such legal or administrative requirements as may be necessary or prudent to carry out the duties of the Trust with respect to the Loan Documents and other Transaction Documents or any Trust Property to the extent that the Delaware Trustee is not required to do so under applicable law or this Agreement.

7.02     Actions of Administrative Trustee. The Administrative Trustee is hereby authorized and directed to take (subject, however, in all respects, to Section 2.05), or cause the Trust to take, any and all necessary actions to conserve and protect the Trust Property, including, but not limited to:

(a) acquiring, owning, conserving, protecting, operating and selling the Trust Property;

(b) entering into and/or assuming and complying with the terms of the Master Lease, the Loan Documents and any other Transaction Documents;

(c) collecting rents and making distributions in accordance with Article IV;

(d) entering into any agreement for purposes of completing tax-free exchanges of real property for Investors with each such Investor’s “qualified intermediary” as defined in Section 1031 of the Code and the Treasury Regulations thereunder;

(e) notifying the relevant parties of any default by them under the Transaction Documents;

(f) solely to the extent necessitated by the bankruptcy or insolvency of a tenant, renegotiating the Master Lease or entering into a new lease with respect to the Real Estate or negotiating or financing any debt secured by the Real Estate;

(g) notifying the Lender of any default under this Trust Agreement; and

(h) taking any action which, in the reasoned opinion of tax counsel to the Trust, should not have an adverse effect on the treatment of the Trust as an “investment trust” within the meaning of Treasury Regulation Section 301.7701-4(c).

7.03     Prohibited Actions. Notwithstanding any other provision in this Trust Agreement, the Administrative Trustee shall not have the power to take any of the following actions, if the exercise of such action or actions would constitute a power under the Trust Agreement to “vary the investment of the certificate holders” as defined by Regulation Section 301.7701-4(c)(l): (a) reinvest any monies of the Trust, except in accordance with Section 4.02; (b) renegotiate the terms of the Loan, enter into new mortgage financing, renegotiate the Master Lease or enter into new leases except in the case of Master Tenant’s bankruptcy or insolvency; (c) make other than minor non-structural modifications to the Real Estate, other than as required by law; (d) accept any capital from the Investors or new investors except as provided for in the Private Placement Memorandum; or (e) take any other action that, in the reasoned opinion of tax counsel to the Trust, should be expected to cause the Trust to be treated as a “business entity” for federal income tax purposes.

7.04     Books and Records. The Administrative Trustee shall keep customary and appropriate books and records relating to the Trust and the Trust Property and shall certify reports regarding same to the Lender, if required by the Loan Documents. The Administrative Trustee shall provide reports of income and expenses to the Investors as necessary for the Investors to prepare their income tax returns regarding the Trust Property.

7.05     Furnishing of Documents. The Administrative Trustee will promptly furnish to the Lender those documents as required by the Loan Documents.

7.06     Duty to Act.

(a) The Trustees shall not be required to act or refrain from acting under this Trust Agreement or the Loan Documents (other than the actions prohibited in Section 7.03) if the Trustees reasonably determine, or have been advised by legal counsel, that such actions may result in personal liability, unless each Trustee is indemnified by the Investors against any liability and costs (including reasonable legal fees and expenses) which may result, in a manner and form reasonably satisfactory to each of the Trustees. However, the Investors shall not be required to indemnify the Trustees with respect to any of the matters described in Section 6.02(a)(i) through 6.02(a)(v).

(b) Neither the Delaware Trustee, in its role as Delaware trustee, nor the Independent Trustee shall not have any duty: (i) except as provided in the second sentence of Section 7.01(b) to file, record or deposit any document or to maintain any such filing, recording or deposit or to refile, rerecord or redeposit any such document; (ii) to obtain or maintain any insurance on the Real Estate; (iii) to maintain the Real Estate; (iv) to pay or discharge any tax levied against any part of the Trust Property; (v) to confirm, verify, investigate or inquire into the failure to receive any reports or financial statements from any party obligated under the Loan Documents to provide such reports or financial statements; or (vi) to inspect the Real Estate at any time or to ascertain or inquire as to the performance or observance of any of the covenants of any other Person under the Loan Documents.

ARTICLE VIII

INDEMNIFICATION AND PAYMENT OF TRUSTEES

To the fullest extent permitted by law, the Trust agrees, and the Investors hereby acknowledge and agree that the Trust agrees: (a) to reimburse each Trustee (including the Independent Trustee) for all reasonable expenses (including reasonable fees and expenses of counsel and other professionals) incurred or advanced in connection with the performance of their duties under this Trust Agreement or any other agreement that the Trustees enter into for the benefit of the Trust; (b) to the fullest extent permitted by law, to indemnify each Trustee (including the Independent Trustee), their owners, officers, directors, members, employees, agents and other Affiliates (collectively the “Trustee Indemnified Parties” and each a “Trustee Indemnified Party”) and hold the Trustee Indemnified Parties harmless, in their individual capacities, from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions, suits, costs, expenses and disbursements including reasonable legal fees and expenses which may be imposed on, incurred by or asserted at any time against them, in their individual capacities (and not indemnified against by other Persons) which relate to or arise out of the operation of the Trust (including the Trust Agreement and all transactions and documents contemplated thereby), the Trust Property, or the Loan Documents (all such items collectively the “Indemnified Costs”); provided, however, that the Trust shall not be required to indemnify any Trustee Indemnified Party with respect to any of the matters described in Sections 6.02(a)(i) through 6.02(a)(v) to the extent any such section is adjudged (as provided in subsection (c) below) to apply to such Trustee Indemnified Party; and (c) to the fullest extent permitted by law, to advance to each such Trustee Indemnified Party the Indemnified Costs incurred by such Trustee Indemnified Party in defending any claim, demand, action, suit or proceeding arising out of the operation of the Trust (including the Trust Agreement and all transactions and documents contemplated thereby), the Trust Property or the Loan Documents, prior to the final disposition of such claim, demand, action, suit or proceeding, upon receipt by the Trust of an undertaking by or on behalf of such Trustee Indemnified Party, to repay such amount if a court of competent jurisdiction renders a final, nonappealable judgment that includes a specific finding of fact that such Trustee Indemnified Party is not entitled to indemnification pursuant to this Article VIII (i.e., because such court of competent jurisdiction specifically finds that any of Sections 6.02(a)(i) through 6.02(a)(v) apply to such Trustee Indemnified Party). The obligations of the Trust pursuant to this Article VIII shall, with respect to each Trustee Indemnified Party, survive the resignation or removal of such Person or such Trustee, the disposition of the Trust Property, the termination of the Trust (whether in accordance with Article IX or otherwise), or the amendment, supplement or restatement of this Trust Agreement. So long as any obligation evidenced or secured by the Loan Documents is outstanding, no indemnity payment from funds of the Trust (as distinct from funds from other sources, such as insurance) of any indemnity pursuant to this Article VIII shall be payable from amounts owed by the Trust to the Lender pursuant to the Loan Documents. Any indemnification set forth in this Trust Agreement shall be fully subordinate to the Loan and shall only constitute a claim against the Trust if its cash flow is insufficient to pay its obligations to the extent of and shall be paid by the Trust in monthly installments only from the excess of net operating income of the Trust for any month over all amounts due under the Loan Documents, nor shall it constitute a claim against any beneficial owner of an interest in the Trust.

ARTICLE IX

TERMINATION OF TRUST AGREEMENT

9.01     Termination in General. The Trust shall dissolve and wind up in accordance with Section 3808 of the Act and each Investor’s share of the Trust Property shall, subject to Article IV hereof, be distributed to the Investors, at the earlier of: (a) December 31, 2071; or (b) the sale or other disposition of the Real Estate; provided, however, that no such dissolution or winding up will occur so long as any obligation evidenced or secured by any of the Loan Documents remains outstanding and not discharged in full. Notwithstanding any other provision of this Trust Agreement, the bankruptcy of a trustee or a beneficiary shall not cause the trustee or the beneficiary, respectively, to cease to be a trustee or beneficiary of the Trust and upon the occurrence of such an event, the Trust shall continue without dissolution.

9.02     Termination in Certain Circumstances. Notwithstanding Section 9.01, if: (i) the Trust Property is in jeopardy of being foreclosed upon due to a default on the Loan; (ii) the Trust Property or any portion thereof is subject to a casualty, condemnation or similar event that is not adequately compensated for through insurance or otherwise sufficient to permit restoration of the Trust Property to the same condition as previously existed; or (iii) the Administrative Trustee determines that the Investors are at risk of losing all or a substantial portion of their investment in the Interests, and the Administrative Trustee is prohibited from taking actions to cure or mitigate the event(s) described in clauses (i), (ii) or (iii) by reason of the restrictions set forth in Section 7.03 hereof, or (iv) the Administrative Trustee is required to do so pursuant to the Loan Documents, the Administrative Trustee shall, in compliance with such conditions precedent and other requirements as may be set forth in the Loan Documents (if still in force), terminate the Trust and distribute the Trust Property to the Investors in the manner provided in Section 9.03.

9.03     Distribution of Trust Property to Investors.

(a) If the circumstances described in Section 9.02 apply to the Trust, and if no obligation evidenced or secured by the Loan Documents remains outstanding and all such obligations have been satisfied in full at the time the Trust is to be terminated pursuant to Section 9.02, or if the Loan Documents do not prohibit a direct distribution of the Trust Property to the Investor(s), then the Administrative Trustee may in its sole discretion terminate the Trust in accordance with Section 9.02 by either (i) following the procedure described in Section 9.03(b), i.e., converting the Trust to an LLC or (ii) terminate the Trust by distributing tenant-in-common interests in the Trust Property to the Investors in proportion to their ownership of the Trust, which interests (and the Investors) would be subject to an agency and/or co-ownership arrangement and other agreements that are in form and substance satisfactory to the Administrative Trustee as determined in its discretion and materially consistent with the terms and conditions set forth in Rev. Proc. 2002-22 or such other Internal Revenue Service guidance as may apply to the treatment of tenancy-in-common arrangements as direct interests in the Real Estate for purposes of Code Section 1031.

(b) If the circumstances described in Section 9.02 apply to the Trust, and if any obligation evidenced or secured by the Loan Documents remains outstanding and has not been satisfied in full at the time the Trust is to be terminated pursuant to Section 9.02, and if the Loan Documents prohibit a direct distribution of the Trust Property to the Investors as provided in Section 9.03(a), then the Administrative Trustee shall (subject to the requirements set forth in the Loan Documents): (i) terminate the Trust by converting it pursuant to Section 3821 of the Act into a Delaware limited liability company (an “LLC”), the operating agreement for which will be substantially similar in form to the LLC operating agreement set forth as Exhibit A attached hereto and made a part hereof (the “LLC Agreement”) (or in lieu of such conversion, as determined in the sole discretion of the Administrative Trustee, by transferring or contributing the Trust Property to, or by merging the Trust into, such LLC), which LLC shall acquire, by operation of law, contract, or otherwise, the Trust Property subject to the then-outstanding obligations of the Trust under the Loan Documents and the Master Lease, and which LLC shall assume, by operation of law, contract, or otherwise, the Trust’s obligations under the Loan Documents and the

Master Lease, which assumption shall be evidenced by documents approved in writing by the Lender; (ii) effect the conversion or exchange of the Investors’ ownership interests in the Trust into equivalent membership interests in the LLC; (iii) cause the Administrative Trustee to be designated as the Manager (as such term is defined in the LLC Agreement) of the LLC and to execute all necessary documents, including the LLC Agreement on behalf of the members of the LLC; and (iv) take all other actions necessary to complete the termination and winding up of the Trust and the formation of the LLC in accordance with the Act and the Delaware Limited Liability Company Act.

(c) For federal income tax purposes: a conversion of the Trust to an LLC effectuated pursuant to Section 9.03(b) shall be characterized as: (1) a distribution of Trust Property by the Trust to the Investors in complete termination of the Trust, followed by (2) a contribution by the Investors of the Trust Property to the LLC in exchange for membership interests in the LLC.

9.04     Certificate of Cancellation. Upon the completion of winding up of the Trust, upon receipt of written direction from the Administrative Trustee, the Delaware Trustee, in its capacity as the Delaware trustee, shall cause a Certificate of Cancellation to be filed with the Delaware Secretary of State and thereupon the Trust and this Trust Agreement shall terminate.

ARTICLE X

SUCCESSOR TRUSTEES

10.01   Resignation; Removal. A Delaware Trustee, Administrative Trustee, or any successor trustee or administrative trustee may resign at any time by giving at least 60 days’ prior written notice to the Investors. Subject in all events to the last two sentences of this Section 10.01, Investors holding a Majority of the Interests may remove any Trustee at any time for “Cause” by giving written notice to such Trustee. As used in the preceding sentence, “Cause” shall mean the willful misconduct, fraud or gross negligence of the Trustee, as determined by a final, nonappealable judgment of a court of competent jurisdiction. Notwithstanding the foregoing, (a) until the date on which all obligations of the Trust under the Loan Documents are indefeasibly and fully satisfied, the prior written consent of the Lender shall be required for the removal of the Administrative Trustee and the appointment of a replacement for the Administrative Trustee, and (b) the removal of the Administrative Trustee shall not be effective without the prior written consent of the Administrative Trustee until the Administrative Trustee and each of its Affiliates have been fully removed from any guarantee and indemnity obligations they may have with respect to any Loan. Notwithstanding the foregoing, for so long as the CFIT Investor owns an Interest, The CFIT Investor shall have the sole and exclusive right (except for Cause as set forth above) to remove and replace the Administrative Trustee at any time with a substitute administrative trustee of its choosing. The terms of this Section 10.01 are subject to the terms and conditions of the Loan Documents.

10.02   Appointment of Successor Delaware Trustee or Administrative Trustee. Notwithstanding anything herein to the contrary, no resignation or removal of a Delaware Trustee or Administrative Trustee shall be effective until a successor trustee or Administrative Trustee has been appointed and such successor has accepted its responsibilities, all as hereinafter provided. In case of the resignation, liquidation or removal of the Delaware Trustee, the Administrative Trustee shall appoint a successor trustee. In case of the resignation, liquidation or removal of the Administrative Trustee, Investors holding a Majority of the Interests may appoint, by written instrument, a successor (a “Majority Appointment”); provided, however, that so long as the CFIT Investor owns an Interest, in lieu of any Majority Appointment, the CFIT Investor shall have the sole and exclusive right to remove and replace the Administrative Trustee at any time with a substitute administrative trustee of its choosing, which shall be subject nevertheless to the terms and conditions of the Loan Documents. The Trust shall not be terminated solely due to the death, liquidation, resignation or removal of any Delaware Trustee or Administrative Trustee. If a successor Delaware Trustee or Administrative Trustee shall not have been appointed within 60 days after notice has been given pursuant to Section 10.01, any Trustee or a Majority of the Investors may apply to any court of competent jurisdiction in the United States to appoint a successor trustee or administrative trustee to act until such time, if any, as a Majority Appointment shall have occurred. Any successor appointed by a court shall immediately and without further act be

superseded by any successor appointed by Majority Appointment within one year from the date of the appointment by such court. Any successor, however appointed, shall execute and deliver to its predecessor trustee (the Delaware Trustee, the Administrative Trustee or a successor trustee, as the case may be) an instrument accepting such appointment, and thereupon such successor, without further act, shall become vested with all the estates, properties, rights, powers, duties and trusts of the predecessor trustee with like effect as if originally named a Delaware Trustee or Administrative Trustee herein; provided, however, that upon the written request of such successor, such predecessor shall execute and deliver an instrument transferring to a successor all the estates, properties, rights, powers, duties and trusts of such predecessor, and such predecessor shall duly assign, transfer, deliver and pay over to such successor all monies or other property then held by such predecessor upon the trusts herein expressed. Any right of the Investors against the predecessor Delaware Trustee or Administrative Trustee, in its, his or her individual capacity, shall not be prejudiced by the appointment of any successor trustee and shall survive the termination of the trusts created hereby. The terms of this Section 10.02 are subject to the terms and conditions of the Loan Documents.

10.03   Successor Delaware Trustee. Any successor Delaware Trustee, however appointed, shall be a bank or trust company with its principal place of business in the State of Delaware and having either: (a) a combined capital and surplus of at least $50,000,000; or (b) the performance of its obligations hereunder guaranteed by such a bank or trust company having a combined capital and surplus of at least $50,000,000, if there is such an institution willing, able and legally qualified to perform the duties of trustee hereunder upon reasonable or customary terms. Any corporation into which the Delaware trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Delaware trustee shall be a party, or any corporation to which substantially all the corporate trust business of the Delaware trustee may be transferred, shall, subject to the preceding sentence, be the Delaware trustee under this Trust Agreement without further act. Any successor Delaware trustee, however appointed, shall be competent and qualified to: (i) serve as a trustee of a statutory trust formed pursuant to Chapter 38 of Title 12 of the Delaware Code; (ii) own, buy, sell, lease and mortgage land in the state where the Trust Property is located; and (iii) take all actions required by the Delaware trustee pursuant to the Trust and the Loan Documents in the State of Delaware. The terms of this Section 10.3 are subject to the terms and conditions of the Loan Documents.

10.04   Successor Independent Trustee. Any successor independent trustee, however appointed, shall be a Person who meets the definition of the Independent Trustee contained herein.

ARTICLE XI

FAIR MARKET VALUE OPTION

11.01   Fair Market Value Option.

(a) Investors’ Grant of Option. By executing this Trust Agreement, each of the Investors does hereby grant to Cantor Fitzgerald Income Trust Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), its affiliates, successors or assigns (in such capacity, the “Option Holder”) the right (the “Fair Market Value Option”), but not the obligation, to require that each such Investor to exchange his, her or its Interest(s) for limited partnership units (the “OP Units”) in the Operating Partnership (subject to Section 11.04). Such OP Units shall be denominated as Class T OP Units, provided, however, that each Investor will be provided the ability to elect, subject to criteria set forth in the prospectus of CFIT, to receive certain other classes of OP Units in lieu of Class T OP Units on such terms and conditions as the Option Holder may determine at the time of the exercise of the Fair Market Value Option. The OP Units will be uncertificated and in book-entry form. For the avoidance of doubt, the Operating Partnership may, in its sole and absolute discretion, assign the Fair Market Value Option to any wholly owned subsidiary or successor entity of the Operating Partnership, or any party acquiring, or the successor to, a significant portion (as determined by the Operating Partnership in its sole and absolute discretion) of the Operating Partnership’s assets.

(b) Investors’ Cash Election. Notwithstanding Section 11.01(a), if the Option Holder exercises the Fair Market Value Option, then each Investor may elect (by following the procedure specified in Section 11.01(d)(ii) below) to sell his, her or its Interest(s) to the Operating Partnership for cash rather than exchange such Interest(s) for OP Units; provided, however, the Option Holder may, in its sole discretion, impose a maximum amount of cash (the “Cash Amount Cap”) payable to Cash Election Investors (as defined in Section 11.01(d)(ii) below); provided, further, the Option Holder expects that at least twenty-five percent (25%) of the aggregate consideration offered to all Investors in connection with its exercise of the Fair Market Value Option will be cash. For the avoidance of doubt, the Investors will not have the right to continue to retain an Interest in the Trust following the Option Holder’s exercise of its Fair Market Value Option.

(c) Timing of Exercise. Notwithstanding anything to the contrary, the Option Holder may not exercise the Fair Market Value Option until the second (2nd) anniversary of the completion or other termination of the offering of Interests as set forth in the Private Placement Memorandum.

(d) Procedure.

(i) The Option Holder shall exercise the Fair Market Value Option by delivering to the Investors a Notice of Exercise, a form of which is attached as Exhibit B to this Trust Agreement. The date shown on the Notice of Exercise is herein referred to as the “Exercise Date.”

(ii) If an Investor desires to sell his, her or its Interest(s) to the Operating Partnership for the cash, then he, she or it shall so notify the Option Holder in writing (the “Cash Election Notice”) within ten (10) business days of the Exercise Date (the “Cash Election Deadline”). Investors who provide a Cash Election Notice to the Option Holder by the Cash Election Deadline are herein referred to individually as a “Cash Election Investor” and collectively as “Cash Election Investors.” Any Investor who does not provide a Cash Election Notice to the Option Holder by the Cash Election Deadline will be deemed to have agreed to exchange his, her or its Interest(s) for OP Units.

(iii) Each Investor will receive an amount of OP Units or an amount of cash (the “Cash Amount”), as applicable, with an aggregate value equal to the fair market value of such Investor’s Interest as of the Exercise Date (the “Interest FMV”); provided, however, if the aggregate amount of cash requested by all Cash Election Investors exceeds the Cash Amount Cap, then each Cash Election Investor will receive (A) an amount of cash equal to the product of (I) a fraction, the numerator of which is such Cash Election Investor’s Percentage and the denominator of which is the aggregate Percentages of all Cash Election Investors, and (II) the Cash Amount Cap (such product, the “Modified Cash Amount”), and (B) an amount of OP Units with a value equal to such Investor’s Interest FMV less such Investor’s Modified Cash Amount. In conjunction with its determination of the amount of OP Units, the Cash Amount or the amount of OP Units and the Modified Cash Amount that each Investor shall receive, the Operating Partnership shall determine the Unit FMV, each Investor’s Interest FMV, and the Real Estate FMV in accordance with Section 11.02 below.

(iv) Each Investor will execute such documents and provide such signatures as the Option Holder or Operating Partnership may reasonably require in connection with the exercise of the Fair Market Value Option, including, but not limited to, executed copies of any required transfer tax returns, an affidavit of non-foreign status under Code Section 1445, evidence of due authorization, execution and delivery in connection with the transfer of the Interest, and any other additional customary and commercially reasonable documentation required to effectuate the transfer to the Operating Partnership.

(v)Once the Option Holder and the Operating Partnership have received any and all documents and signatures required in connection with the exercise of an Fair Market Value Option (such date of final receipt, the “Receipt Date”), the Operating Partnership shall transfer:

(A)to any Investor who is not a Cash Election Investor, the OP Units to which such Investor is entitled within sixty (60) business days of the Receipt Date; and

(B)to any Cash Election Investor, (I) the Cash Amount or (II) the OP Units and the Modified Cash Amount to which such Cash Election Investor is entitled within one hundred eighty (180) days of the Receipt Date.

(e) Federal Income Tax Treatment. The Investors’ transfer of their Interests to the Operating Partnership in exchange for OP Units pursuant to the Fair Market Value Option is intend to qualify as a tax-deferred exchange under Code Section 721.

(f) Tax Protection Agreement. Each Investor who transfers his, her or its Interest to the Operating Partnership in exchange for OP Units pursuant to the Fair Market Value Option will be offered the opportunity to enter into a Tax Protection Agreement, in the form attached hereto as Exhibit C, with CFIT and the Operating Partnership.

11.02   Determination of Fair Market Value.

(a) Fair Market Value of OP Units. The Operating Partnership shall determine the fair market value of the OP Units as of the Exercise Date by reference to the most recently determined (prior to the Exercise Date, pursuant to valuation procedures determined by the management of CFIT and described in the prospectus of CFIT) net asset value (“NAV”) per share of the class of CFIT Common Stock that corresponds to the class of OP Units that the Investor is receiving, provided, however, that if such NAV calculations are not being performed at the time of the exercise of the Fair Market Value Option, such fair market value of the OP Units shall be determined by the management of CFIT in good faith at such time (the “Unit FMV”).

(b) Fair Market Value of Interests. The Operating Partnership, in its sole discretion, shall determine each Investor’s Interest FMV by multiplying:

(i) the Investor’s Percentage by

(ii) the fair market value of the Real Estate (less the outstanding amount of the Loan) as of the Exercise Date (the “Real Estate FMV”) as determined by an independent appraisal firm selected by the Operating Partnership.

For the avoidance of doubt, no discounts for lack of liquidity or minority interests shall be considered in determining an Investor’s Interest FMV.

11.03   Continued Existence of Trust. Notwithstanding anything to the contrary in this Trust Agreement, the Trust shall survive the Option Holder’s exercise of the Fair Market Value Option; provided, however, once the Operating Partnership has delivered the OP Units, the Cash Amount, or the OP Units and the Modified Cash Amount to the Investors pursuant to Section 11.01(d)(v), the Trust shall take any and all necessary actions to cease to be treated as a fixed investment trust under Regulations Section 301.7701-4(c)   and instead be treated as a “disregarded entity” under Regulations Section 301.7701-3 for federal income tax purposes.

11.04   Assignment of Fair Market Value Option; Substitute for OP Units. In the event of the assignment of the Fair Market Value Option, if the Option Holder exercises the Fair Market Value Option, and if OP Units are no longer available to be used as consideration in connection therewith, the Option Holder will have the right, in lieu of such OP Units, to issue consideration in the form of ownership interests in such Option Holder or its designee, on terms and conditions (including the determination of the value of such ownership interests and the income tax consequences to the Investors resulting from the receipt of such ownership interests in exchange for Interests pursuant to the exercise of the Fair Market Value Option) as consistent as practicable as determined by the Option Holder in good faith with the terms described in this Article XI.

ARTICLE XII

MISCELLANEOUS

12.01   Limitations on Rights of Others. Nothing in this Trust Agreement, whether express or implied, shall give to any Person other than the Trustees and the Investors any legal or equitable right, remedy or claim hereunder; provided, however, that the Lender shall be an intended third-party beneficiary of the special purpose entity provisions contained in Schedule 2 of this Trust Agreement.

12.02   Notices, Etc. All notices, requests, demands, consents and other communications (“Notices”) required or contemplated by the provisions hereof shall refer on their face to this Trust Agreement (although failure to do so shall not make such Notice ineffective), shall, unless otherwise stated herein, be in writing and shall be: (i) personally delivered; (ii) sent by reputable overnight courier service; (iii) sent by certified or registered mail, postage prepaid and return receipt requested; (iv) transmitted by telephone facsimile with electronic confirmation of receipt; or (v) by email (if an email address is provided by such prospective recipient of Notice); in each case, as follows:

if to the Delaware Trustee: Delaware Trust Company
251 Little Falls Drive
Wilmington, Delaware 19808
Attn: Corporate Trust Administration
Facsimile: (302) 636-8666
Email: trust@delawaretrust.com
if to the Administrative Trustee: CF Summerfield Manager, LLC
110 East 59th Street
New York, New York 10022
ATTN: Chris A. Milner
Email: cmilner@cantor.com
if to the Independent Trustee: Michelle Dreyer
c/o Corporation Service Company
251 Little Falls Drive
Wilmington, Delaware 19808
Attn: Independent Director Services
if to the Depositor: CF Summerfield Depositor, LLC
110 East 59th Street
New York, New York 10022
ATTN: Chris A. Milner
Email: cmilner@cantor.com
if to the Investors: at the address and/or fax set forth on Schedule 1
attached hereto and made part hereof.

or at such other address and telephone facsimile number as shall be designated, respectively, by the Delaware Trustee, the Administrative Trustee, the Depositor or the Investors in a written notice to the other Persons receiving Notices pursuant to this Section. Notices given pursuant to this Section shall be deemed received upon the earliest of the following to occur: (i) upon personal delivery; (ii) on the third day following the day sent, if sent by registered or certified mail; (iii) on the next business day following the day sent, if sent by reputable overnight courier; and (iv) if transmitted by telephone facsimile or email, on the day sent if such day is a business day of the addressee and the telephone facsimile or email is transmitted by the sender by 5:00 p.m. local time of the addressee on such day and otherwise on the first business day of the addressee after the day that the telephone facsimile or email is sent.

12.03   Severability.   Any provision of this Trust Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

12.04   Separate Counterparts.   This Trust Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

12.05   Successors and Assigns.   All covenants and agreements contained herein shall be binding upon and inure to the benefit of the Trustees and their successors and assigns, and the Investors and their respective successors and assigns, all as herein provided. Any request, notice, direction, consent, waiver or other writing or action by the Investors shall bind their respective successors and assigns.

12.06   Usage of Terms. With respect to all terms in this Trust Agreement, the singular includes the plural and the plural includes the singular; words importing any gender include the other gender; references to “writing” include printing, typing, lithography and other means of reproducing words in a visible form; references to agreements and other contractual instruments include all subsequent amendments thereto or changes therein entered into in accordance with their respective terms and not prohibited by this Trust Agreement; references to Persons include their successors and permitted assigns; and the term “including” means including without limitation.

12.07   Headings. The headings of the various Articles and Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

12.08   Governing Law. This Trust Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts to be performed entirely within such state, including all matters of construction, validity and performance. Each party to this Trust Agreement acknowledges and agrees that, except solely for the Act, the laws of the State of Delaware or of any other state or authority having jurisdiction over the Trust which pertain to trusts shall not apply to this Trust Agreement, and that the Act is the sole law pertaining to trusts that applies to this Trust Agreement. Each party to this Trust Agreement agrees to only bring suit in a court located in New Castle County, Delaware or New York County, New York, and consents to personal jurisdiction therein.

12.09   Amendments. Subject to Section 2.05, this Trust Agreement may be supplemented or amended by determination of the Administrative Trustee to correct scrivener’s errors, to clarify any ambiguities in the Trust Agreement or to reflect any changes to or otherwise comply with securities and tax law, provided, however, that no amendment or supplement shall be made without the consent of the Depositor so long as it holds a Percentage, and, provided further, however, that no amendment or supplement shall be made if, in the reasoned opinion of tax counsel to the Trust, the making or exercise of such amendment or supplement would constitute a power under the Trust Agreement to “vary the investment” of the Investors within the meaning of Treasury Regulation Section 301.7701-4(c)(1). In addition, so long as permitted under the Loan Documents, this Trust Agreement may be amended at any time a single Person owns (directly or indirectly) 100% of the Interests at that person’s request.

12.10   Benefits of Agreement. No Third-Party Rights. None of the provisions of this Trust Agreement shall be for the benefit of or enforceable by any creditor of the Trust or by any creditor of any Investor; and nothing in this Trust Agreement shall be deemed to create any right in any Person not a party hereto. Notwithstanding the foregoing, the Lender and its successors and assigns are intended third-party beneficiaries of this Trust Agreement and may enforce this Trust Agreement against the Trustees or the Investors.

[SIGNATURE PAGE FOLLOWS]

WHEREFORE, the parties hereto have caused this Trust Agreement to be duly executed by their respective authorized signatories as of the day and year first above written.

DEPOSITOR:
CF Summerfield Depositor, LLC,
a Delaware limited liability company
By:
Name: Christopher A. Milner
Title: President
CFIT INVESTOR:
CF Summerfield DST Holder, LLC,
a Delaware limited liability company
By:
Name: Christopher A. Milner
Title: President
SOLELY FOR PURPOSES OF
ACKNOWLEDGING ITS RIGHTS AND
OBLIGATIONS UNDER SECTION 6.08(e):
CF:
Cantor Fitzgerald Investors, LLC,
a Delaware limited liability company
By:
Name: Christopher A. Milner
Title: President

[Signature Page to Second Amended and Restated Trust Agreement - CF Summerfield Multifamily DST]

DELAWARE TRUSTEE:
Delaware Trust Company,
a Delaware corporation

[Signature Page to Second Amended and Restated Trust Agreement - CF Summerfield Multifamily DST]

INDEPENDENT TRUSTEE:

[Signature Page to Second Amended and Restated Trust Agreement - CF Summerfield Multifamily DST]

ADMINISTRATIVE TRUSTEE:
CF Summerfield Manager, LLC,
a Delaware limited liability company
By:
Name: Christopher A. Milner
Title:   President

[Signature Page to Second Amended and Restated Trust Agreement - CF Summerfield Multifamily DST]

SCHEDULE 1

SIGNATURE OF INVESTORS

(SEE ATTACHED)

SCHEDULE2

SPE PROVISIONS

Reference is hereby made to that certain Loan and Security Agreement (the “Loan Agreement”), by and between Trust and Lender. Unless otherwise defined herein, the terms used in this Schedule 2 shall have the meanings ascribed thereto in the Loan Agreement. Until the Indebtedness is paid in full, Trust and any SPE Component Entity will remain a “Single Purpose Entity,” which means at all times since the date of the Loan Agreement and thereafter, the Trust:

(i)   shall not acquire or lease any real property, personal property, or assets other than the Mortgaged Property;

(ii)   shall not acquire, own, operate, or participate in any business other than the leasing, ownership, management, operation, and maintenance of the Mortgaged Property;

(iii)   shall not commingle its assets or funds with those of any other Person;

(iv)   shall maintain its financial statements, accounting records, and other partnership, real estate investment trust, limited liability company, or corporate books, records and documents, as the case may be, separate from those of any other Person (unless (i) Borrower’s assets have been included in a consolidated financial statement of a Borrower Affiliate prepared in accordance with an Approved Accounting Method, (ii) appropriate notation shall be made on such consolidated financial statement to indicate the separate identity of Borrower and that Borrower’s assets and credit are not available to satisfy the debts and other obligations of the applicable Borrower Affiliate or any other Person, and (iii) Borrower’s assets, liabilities and net worth shall also be listed on Borrower’s own separate balance sheet);

(v)   shall have no material financial obligation under any indenture, mortgage, deed of trust, deed to secure debt, loan agreement, other agreement or instrument to which Borrower is a party or by which Borrower is otherwise bound, or to which the Mortgaged Property is subject or by which it is otherwise encumbered, other than:

(a)   unsecured trade payables incurred in the ordinary course of the operation of the Mortgaged Property (exclusive of amounts I. to be paid out of the Replacement Reserve Account or Repairs Escrow AccountII. to be paid out of the Replacement Reserve Account or Repairs Escrow Account or Debt Service Reserve, or III. for rehabilitation, restoration, repairs, or replacements of the Mortgaged Property or otherwise approved by Lender) so long as such trade payables A. are not evidenced by a promissory note, B. are payable within sixty (60) days of the date incurred, and C. as of any date, do not exceed, in the aggregate, three percent (3%) of the original principal balance of the Mortgage Loan;

(b)   if the Security Instrument grants a lien on a leasehold estate, Borrower’s obligations as lessee under the ground lease creating such leasehold estate; and

(c)   obligations under the Loan Documents and obligations secured by the Mortgaged Property to the extent permitted by the Loan Documents;

(vi)shall not assume, guaranty, or pledge its assets to secure the liabilities or obligations of any other Person (except in connection with the Mortgage Loan or other mortgage loans that have been paid in full or collaterally assigned to Lender) or hold out its credit as being available to satisfy the obligations of any other Person;

(vii)shall not make loans or advances to any other Person;

(viii)shall not enter into, or become a party to, any transaction with any Borrower Affiliate, except (i) in the ordinary course of business and on terms which are no more favorable to any such Borrower Affiliate than would be obtained in a comparable arm’s-length transaction with an unrelated third part, (ii) in connection with this Agreement, and (iii) capital contributions and distributions permitted under the terms of this Agreement;

(ix)shall not Divide;

(x) shall not merge into or consolidate with any Person, or dissolve, terminate, liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure;

(xi)shall not (A) fail to observe all material organizational formalities necessary to maintain its separate existence, or fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the applicable Legal Requirements of the jurisdiction of its organization or formation, or (B) amend, modify, terminate or fail to comply with the Single Purpose Entity provisions of its organizational documents, in each case without the prior written consent of Lender;

(xii)shall not own any subsidiary, or make any investment in, any Person;

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

(xiv)shall not fail to (i) file its own tax returns separate from those of any other Person, except to the extent that Borrower is treated as a “disregarded entity” for tax purposes and is not required to file separate tax returns under applicable Legal Requirements, and (ii) pay any taxes required to be paid under applicable Legal Requirements;

(xv)shall not fail to (i) hold itself out to the public as a legal entity separate and distinct from any other Person, (ii) conduct its business solely in its own name or (iii) correct any known misunderstanding regarding its separate identity;

(xvi)shall not, without the prior unanimous written consent of all of the Trust’s Trustees, including without limitation, each Independent Trustee, take any Material Action or action that might cause such entity to become insolvent;

(xvii)shall not fail to fairly and reasonably allocate shared expenses (including, without limitation, shared office space and services performed by an employee of a Borrower Affiliate) among the Persons sharing such expenses;

(xviii)shall not fail to intend to remain solvent or fail to pay its own liabilities (including, without limitation, salaries of its own employees), to the extent of its then available cash flow; provided, however, that the foregoing shall not require Borrower’s members, partners or shareholders to make additional capital contributions to Borrower;

(xix)shall not acquire obligations or securities of its partners, members, shareholders or other affiliates, as applicable;

(xx)shall not violate or cause to be violated the assumptions made with respect to Borrower in the Non-Consolidation Opinion or any New Non-Consolidation Opinion;

(xxi)shall not fail to maintain a sufficient number of employees in light of its contemplated business operations to the extent there exists sufficient cash flow from the Property to do so after payment of all operating expenses and Debt Service and without any obligation for any members, partners or shareholders to make additional capital contributions to Borrower;

(xxii)shall not fail to maintain and use separate stationery, invoices and checks bearing its own name;

(xxiii)shall not have any of its obligations guaranteed by a Borrower Affiliate, except as contemplated by the Loan Documents; and

(xxiv)shall not identify itself as a department or division of any other Person.

EXHIBIT A

FORM OF OPERATING AGREEMENT FOR LLC CREATED PURSUANT TO SECTION 9.03

OPERATING AGREEMENT OF

CF SUMMERFIELD MULTIFAMILY, LLC

THIS OPERATING AGREEMENT (this “Agreement”) of CF Summerfield Multifamily, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of

(the “Effective Date”), by and among CF Summerfield Multifamily DST, a Delaware statutory trust (the “DST” or the “Trust”), the Independent Manager (as defined below), CF Summerfield Manager, LLC, a Delaware limited liability company, and the persons whose names are set forth on Schedule 1 of this Agreement (the

“Members”).

RECITALS:

WHEREAS, pursuant to the Second Amended and Restated Trust Agreement of the DST dated May    , 2021 (the “Trust Agreement”), CF Summerfield Manager, LLC, a Delaware limited liability company, is the administrative trustee of the DST (the “Administrative Trustee”) and the Members collectively own all of the beneficial interests in the DST (the Members in such capacity the “Owners”);

WHEREAS, the DST owns all right, title and interest of the Trust in and to all property contributed to the Trust or otherwise owned by the Trust, including the Real Estate (the “Trust Property”);

WHEREAS, the Administrative Trustee has determined that, to conserve and protect the Trust Property, the DST must be converted into a limited liability company as provided in Sections 9.02 and 9.03 of the Trust Agreement; and

WHEREAS, pursuant to Section 9.03 of the Trust Agreement, the Company shall be the owner of the Trust Property (such property in the hands of the Company the “Company Property”) which shall remain subject to the Master Lease and the Loan Documents, the Administrative Trustee shall become the manager of the Company, the Owners shall become Members of the Company, and the Trust shall be converted into a limited liability company.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein, the parties agree as follows:

ARTICLE I

FORMATION OF COMPANY

1.1Authority. The Company has been converted in accordance with the requirements of the Delaware Limited Liability Company Act (the “Act”) and CF Summerfield Manager, LLC, a Delaware limited liability company, has been designated the manager of the Company (the “Manager”). The term “Manager” shall not include the Independent Manager. The Manager shall have the authority to perform such other filings, recordings and actions and will comply with all formation requirements under the Act and the laws of such other states in which the Company elects to do business.

A-1

1.2Membership; Rights and Obligations. Upon the consummation of the transactions described in the Recitals, the Members will be members of the Company. The rights and obligations of the Company and the Members will, except as otherwise provided herein, be governed by the Act.

1.3Name. The name of the Company is “CF Summerfield Multifamily, LLC” and its affairs will be conducted under the Company name or such other name(s) as the Manager may select. The Manager will execute and file with the proper offices any and all certificates required by the fictitious name or assumed name statutes of the states in which the Company elects to do business. The Company will have the exclusive ownership of and right to use the Company name.

1.4Purposes of the Company. The purposes of the Company are: (i) to manage and dispose of, finance and refinance the Company Property; (ii) to assume and to satisfy the obligations of the DST set forth in the Loan Documents and the Master Lease; and (iii) to engage in such other activities, enterprises, ventures and undertakings permitted under this Agreement and/or the Act that are necessary or appropriate to the foregoing purposes.

1.5Characterization. It is the intention of the Manager and the Members that the Company constitute a partnership for federal, state and local income tax purposes. Each Member will report its Membership Interest in a manner consistent with the foregoing, and neither the Manager nor any Member will take any action inconsistent with the foregoing.

1.6Principal Office of the Company. The principal office of the Company is 110 East 59th Street, New York, New York, 10022, or at such other place as the Manager may designate. The Company may have other offices in such place or places as selected by the Manager.

1.7Registered Office and Registered Agent. The name and address of the registered agent of the Company in the State of Delaware is the Delaware Trust Company, 251 Little Falls Drive Wilmington, Delaware 19808. The Manager may from time to time in accordance with the Act change any of the Company’s registered agents and/or registered offices and designate a registered agent and registered office in each state the Company is required to maintain or appoint one.

1.8Term of Existence of the Company. The term of the Company commenced upon the filing of its Certificate of Formation with the Secretary of State of the State of Delaware and will be perpetual unless sooner terminated as provided in Article VIII.

1.9Independent Manager.

(a) Independent Manager is appointed to serve as an independent manager of the Company for the purpose of satisfying the Lender's requirement that the Company have an Independent Manager as herein defined. As long as any Loan Obligation is outstanding, the Members shall cause the Company at all times to have at least one Independent Manager who will be appointed by the Members. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, and notwithstanding any other duty existing at law or in equity, the Independent Manager shall consider only the interests of the Company, including its creditors, in acting or otherwise voting on the matters referred to in Section 3.06(d) and subsection (h) of Schedule C of this Agreement. Except for duties to the Company as set forth in the immediately preceding sentence (including duties to the Members and the Company’s creditors solely to the extent of their respective economic interests in the Company but excluding (i) all other interests of the Members, (ii) the interests of other Affiliates of the Company, and (iii) the interests of any group of Affiliates of which the Company is a part), the Independent Manager shall not have any fiduciary duties to the Members or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, including Section 18-1101(e) of the Act, an Independent Manager shall not be liable to the Company, the Members or any other Person bound by this Agreement for breach of contract or breach of duties (including fiduciary duties), unless the Independent Manager acted in bad faith or engaged in willful misconduct.

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(b) No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor shall have accepted his or her appointment as an Independent Manager by executing a counterpart to this Agreement. In the event of a vacancy in the position of Independent Manager, the Members shall, as soon as practicable, appoint a successor Independent Manager. Notwithstanding anything to the contrary contained in this Agreement, no Independent Manager shall be removed or replaced unless the Company provides the Lender with no less than two (2) business days' prior written notice of (a) any proposed removal of such Independent Manager, and (b) the identity of the proposed replacement Independent Manager, together with a certification that such replacement satisfies the requirements for an Independent Manager set forth in this Agreement.

(c) All rights, powers and authority of the Independent Manager shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement and the Independent Manager shall otherwise have no authority to bind the Company. No Independent Manager shall at any time serve as trustee in a bankruptcy for any Affiliate of the Company. The Independent Manager is hereby designated as a “manager” within the meaning of Section 18-101(10) of the Act.

(d) Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, the Members or any officer or any other Person, so long as any Loan Obligation is outstanding, neither the Members nor any officer nor any other Person shall be authorized or empowered, nor shall they permit the Company, without the prior unanimous written consent of the Members and the Independent Manager, to take any Material Action; provided, however, that, so long as any Loan Obligation is outstanding, the Members may not authorize the taking of any Material Action, unless there is at least one Independent Manager then serving the Company in such capacity.

1.10Indemnity of Independent Manager; Independent Ventures.

(a) The Company shall indemnify and advance expenses incurred by the Independent Manager and any affiliate of the Independent Manager, to the fullest extent provided by law and as agreed to in writing by the Company and pursuant to that certain service agreement between the Company and Corporation Service Company.

(b)Except as otherwise expressly provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be the debts, obligations and liabilities solely of the Company, and the Independent Manager shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being an Independent Manager of the Company. Notwithstanding any duty otherwise existing at law or in equity, the Independent Manager and any Affiliate of the Independent Manage may engage in or possess an interest in other business ventures of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

ARTICLE II

MEMBERSHIP INTERESTS; CAPITAL CONTRIBUTIONS

2.1Membership Interest. Each Member’s percentage ownership interest in the Company shall be equal to such Member’s beneficial ownership interest in the DST immediately prior to the transactions described in the Recitals. The amount of each Member’s percentage ownership interest in the Company (“Membership Interest”) is set forth opposite such Member’s name on Schedule 1 hereto.

2.2 Capital Contributions.

(a) Each Member will be credited with an initial capital contribution (“Capital Contribution”) in the amount set forth opposite such Member’s name on Schedule 1 hereto.

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(b)The Manager may request at any time that the Members make additional Capital Contributions to the Company on a pro rata basis in proportion to each Member’s Membership Interest. The Members are not required to comply with any such request. The Manager shall adjust the Members’ Capital Contributions and Membership Interests set forth on Schedule 1 hereto to equitably reflect any additional capital contributions made by Members.

2.3Subordination to Loan Documents. While the Loan Documents remain in effect, any and all rights of Members pursuant to the terms of this Agreement are subordinated to the rights of the Lender under the Loan Documents.

2.4Limited Liability Company Interests.

(a)   Each limited liability company interest in the Company shall constitute and shall remain a “security” within the meaning of (i) Section 8-102(a)(15) of the Uniform Commercial Code as in effect from time to time in the States of Delaware and New York and (ii) the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the Uniform Commercial Code as in effect in the State of Delaware (6 Del C.§ 8-101, et. seq.) (the “UCC”), such provision of Article 8 of the UCC shall be controlling.

(b)   The Company shall not permit the limited liability company interests in the Company to be represented by an instrument issued in bearer or registered form, or to constitute certificated securities as defined in Article 8 of the UCC. The Company shall not take any action or permit any action to be taken that would revoke, cancel or change the election set forth in Section 2.4(a) for the limited liability company interests in the Company to constitute securities under Article 8 of the UCC.

(c)   The Company shall maintain books for the purpose of registering the transfer of limited liability company interests.

ARTICLE III

ACCOUNTING, ALLOCATIONS AND DISTRIBUTIONS

3.1 Books of Account.

(a)The Manager shall maintain the books of account of the Company.

(b)The books of account will be closed promptly after the end of each calendar year, which will be the Company’s fiscal year (“Fiscal Year”). Promptly after the close of the Fiscal Year, the Company will cause to be prepared such partnership income tax and other returns required under applicable law and regulation, including any and all statements necessary to advise all Members promptly about their investment in the Company for federal income tax reporting purposes. The Manager will be responsible for the prompt filing and delivery of all such returns and statements. All elections and options available to the Company for tax purposes will be taken or rejected by the Company in the sole discretion of the Manager.

3.2Capital Accounts. A separate capital account (“Capital Account”) will be maintained for each Member. Each Member’s initial Capital Account shall be equal to the amount set forth opposite such Member’s name on Schedule 1 hereto. Thereafter, each Member’s Capital Account will, inter alia, be increased by: (i) the amount of money contributed by such Member to the Company; (ii) the fair market value of property contributed

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by such Member to the Company (net of liabilities secured by such contributed property that the Company is considered to assume or take subject to under Code Section 752); and (iii) allocations to such Member of Company income and gain (or items thereof), including income and gain exempt from tax; and decreased by (iv) the amount of money distributed to such Member (as a Member) by the Company; (v) the fair market value of property distributed to such Member (as a Member) by the Company (net of liabilities secured by such distributed property that such Member is considered to assume or take subject to under Code Section 752); (vi) allocations to such Member of expenditures of the Company described in Code Section 705(a)(2)(B); and (vii) allocations to such Member of Company loss and deduction (or items thereof).

3.3Profit and Loss Allocations. Except as otherwise required by Code Section 704 and the Treasury Regulations thereunder, net profit or net loss of the Company, determined for income tax purposes, will be allocated to the Members pro rata with their Membership Interests.

3.4Special Tax Allocations. In accordance with Code Sections 704(b) and 704(c) and the Treasury Regulations thereunder, income, gain, loss and deduction with respect to any asset contributed to the capital of the Company will, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its fair market value at the time of contribution to the Company.

3.5Distributions.

(a)Company cash flow for any Fiscal Year will consist of all cash received by the Company (other than as a capital contribution) less cash expenditures for Company debts, expenses, capital expenditures and reasonable reserves as determined by the Manager in its sole discretion.

(b)Company cash flow for any Fiscal Year will be distributed to the Members in proportion to their Membership Interests.

(c)No Member has the right to partition, or otherwise demand an in-kind distribution of, the Company Property. If the Company distributes Company Property to the Members, the fair market value of such property at the time of such distribution will be determined by the Manager in its sole discretion, and any such distribution will be made to the Members in proportion to their Membership Interests.

(d)No distribution shall be made to any Members, if such distribution would violate applicable law or constitute a default under the Loan Documents.

ARTICLE IV

RIGHTS, DUTIES, LIABILITIES AND RESTRICTIONS OF THE MANAGER

4.1The Manager.

(a)Except solely as provided in Section 4.1(b) with respect to Major Decisions (as defined below), the Manager will have the sole and exclusive right to manage, control and conduct the affairs of the Company and to manage the Company Property, including the right to convert the Company into another form of entity (for the avoidance of doubt, the Manager shall have a limited power of attorney to execute all documents to effect such conversion).

(b)Notwithstanding the foregoing, after satisfaction of the Company’s obligations with respect to the Loan (provided, however, that for the avoidance of doubt the Company’s obligations with respect to the Loan shall not be treated as having been satisfied to the extent the Company is obligated with respect to any substitute financing that has replaced the Loan), the following actions (the “Major Decisions”) will require the consent of Members holding a Majority of the Membership Interests: (i) entering into any agreement for the sale, transfer, or exchange of

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all or any substantial portion of the Company Property; (ii) entering into, modifying, extending, renewing or canceling any lease with respect to the Company Property or any portion thereof; (iii) entering into, modifying, extending, renewing or canceling any agreement pertaining to any indebtedness to be secured in whole or in part by any mortgage, pledge, lien or other encumbrance upon the Company Property (other than the assumption by the Company the obligations of the DST under the Loan Documents, consent to which is deemed to have been given); (iv) admitting new Members to the Company in exchange for Capital Contributions by such persons to the Company; (v) dissolving and winding up the Company; or (vi) amending this Agreement; provided, however, subject to Section 4.2, this Agreement may be supplemented or amended by agreement of the Manager to correct scrivener’s errors, to clarify any ambiguities in this Agreement or to reflect any changes to or otherwise comply with securities and tax law. The consent of the Members to any Major Decision shall be determined as provided in Section 5.1.

(c)(b)(c) Independent Manager. To the fullest extent permitted by law, including Section 18-1101 (c) of the Act, the Independent Manager shall consider only the interests of the Company, including its creditors, in acting or otherwise voting on the matters referred to in Schedule 2 of Exhibit A. Except for duties to the Company as set forth above in the immediately preceding sentence, the Independent Manager shall not have any fiduciary duties to the Member, Manager, or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, including Section 18-1101(e) of the Act, an Independent Manager shall not be liable to the Company, the Manager, the Member or any other Person bound by this Agreement for breach of contract or breach of duties (including fiduciary duties), unless the Independent Manager acted in bad faith or engaged in willful misconduct. An Independent Manager is hereby designated as a “manager” within the meaning of Section 18-101(12) of the Act. All right, power and authority of the Independent Manager shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement and the Independent Manager shall otherwise have no authority to bind the Company. No Independent Manager shall at any time serve as trustee in bankruptcy for any Affiliate of the Company. The debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be the debts, obligations and liabilities solely of the Company, and the Independent Manager shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being an Independent Manager of the Company. Notwithstanding any duty otherwise existing at law or in equity, the Independent Manager and any Affiliate of the Independent Manager may engage in or possess an interest in other business ventures of every kind and description, independently or with others. The Company, Manager, or Member shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

4.2Limitation on Authority; Separateness.

(a)  This Section 4.2 is being adopted in order to comply with certain provisions of the Loan Documents necessary to qualify the trust as a “special purpose entity.”

(b)  Notwithstanding any provisions of this Agreement and any provision of law that otherwise so empowers the Company, the Manager or the Members, so long as any obligation evidenced or secured by any of the Loan Documents remains outstanding and not discharged in full and the lien of the mortgage has not been released, neither the Manager, Members nor any other Person on behalf of the Company shall have any authority to do any of the following without Lender’s prior written consent:

(i) engage in any business or activity other than those set forth in Section 1.4;

(ii)except as provided in Article VIII of this Agreement, seek, consent to or permit (A) any division, dissolution, winding up, liquidation, consolidation or merger, or (B) any sale or other transfer of all or substantially all of its assets or any sale of assets outside the ordinary course of its business, except as permitted by the Loan Documents;

(iii)sell all or substantially all of its assets, except simultaneously with a permitted repayment of the Loan;

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(iv)merge, combine or consolidate with any other entity;

(v)file or consent to the filing of any bankruptcy, insolvency or reorganization case or proceeding, institute any proceedings under any applicable insolvency law or otherwise seek relief under any laws relating to the relief from debts or the protection of debtors generally, file a bankruptcy or insolvency petition or otherwise institute insolvency proceedings;

(vi)seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for the entity or a substantial portion of the Company’s property;

(vii)make an assignment for the benefit of the creditors of the Company; or

(viii)take any action in furtherance of any of the foregoing.

(c)Notwithstanding any other provision of this Agreement, so long any portion of the Loan remains outstanding, the Manager also shall cause the Company to and the Company shall comply with the covenants set forth on Schedule 2.

(d)Failure of the Company, or the Members or the Manager on behalf of the Company, to comply with any of the foregoing covenants or any other covenants contained in this Agreement shall not affect the status of the Company as a separate legal entity or the limited liability of the Member or the Manager.

(e)Except as provided by Schedule 2, notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, so long any portion of the Loan remains outstanding, neither the Company, the Manager, nor any other Person shall be authorized or empowered to, nor shall they permit the Company to take any Material Action without the written consent of the Independent Manager.

4.3Duties and Responsibilities of the Manager; Compensation.

(a)The Manager will diligently, faithfully and competently perform its duties and responsibilities, and will devote such time to the Company’s business as, in the judgment of the Manager, is reasonably required.

(b)The Manager shall receive as compensation for its services an annual fee equal to $[     ] (collectively, the “Asset Management Fees”), payable on a monthly basis out of the Company’s net cash flow after the payment of the debt service obligations of the Company (if the Effective Date of this Agreement is on or before the one-year anniversary of the date of the Trust Agreement, the Asset Management Fee shall be adjusted in accordance with Section 6.08(b) of the Trust Agreement). The Manager may decide, in its sole discretion, to be paid an amount less than the total amounts to which it is entitled with respect to such Asset Management Fees, and the excess amount that is not paid, in the Manager’s sole discretion, may be waived permanently or, as applicable, deferred or accrued, without interest, to be paid at a later point in time.

(c)In the event of a [financing or] refinancing of the Property, the Manager shall receive as compensation for arranging such [financing or] refinancing a fee of [     ]% of the principal amount of the loan undertaken therewith. Any expenses incurred in connection with such [financing or] refinancing shall be an obligation of the Company and, to the extent borne or otherwise paid by the Manager, shall be subject to reimbursement to the Manager pursuant to Section 4.8(a).

4.4Officers of the Company. The Manager may appoint one or more persons to serve as officers of the Company, in such capacities and with such delegated rights and powers as the Manager may approve; provided, however, that no such officer will have any different or greater rights and powers than the Manager. The Manager may provide that compensation be paid to persons who provide services to the Company as officers.

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4.5Expenditures by Manager. The Company will reimburse the Manager and its Affiliates for any costs and expenses reasonably incurred by them on behalf of the Company.

4.6Potential Conflicts. The Company may purchase goods or services from the Manager or its Affiliates, provided that any such transaction will be conducted on commercially reasonable terms. The Manager may engage in business ventures of any nature and description independently or with others, including, but not limited to, the business or businesses engaged in by the Company, and neither the Company nor any of the other Members will have any rights in or to such independent ventures or the profits derived therefrom.

4.7 Liability of Manager. The Manager will not be liable to any Member or the Company for honest mistakes of judgment, or for action or inaction, taken reasonably and in good faith for a purpose that was reasonably believed to be in the best interests of the Company, or for losses due to such mistakes, action or inaction, or for the negligence, dishonesty or bad faith of any employee, broker or other agent of the Company. The Manager may consult with counsel and accountants in respect of Company affairs and be fully protected and justified in any action or inaction that is taken in accordance with the advice or opinion of such counsel or accountants, provided that they will have been selected with reasonable care. The Members will look solely to the Company Property for the return of their capital and, if the assets of the Company remaining after payment or discharge of the debts and liabilities of the Company are insufficient to return such capital, they will have no recourse against the Manager for such purpose. Notwithstanding any of the foregoing to the contrary, the provisions of this Section will not relieve the Manager of any liability by reason of the gross negligence, willful misconduct or intentional wrongdoing or to the extent (but only to the extent) that such liability may not be waived, modified or limited under applicable law, but will be construed so as to effectuate the provisions of this Section to the fullest extent permitted by law.

4.8Indemnification. The Company agrees: (a) to reimburse the Manager and Independent Manager for all reasonable expenses (including reasonable fees and expenses of counsel and other professionals) incurred in connection with the performance of its duties under this Agreement: (b) to the fullest extent permitted by law, to indemnify the Manager and the Independent Manager, its owners, officers, directors, members, employees, agents and other Affiliates (collectively the “Manager Indemnified Parties” and each a “Manager Indemnified Party”) and hold the Manager Indemnified Parties harmless, in their individual capacities, from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions, suits, costs, expenses and disbursements including reasonable legal fees and expenses which may be imposed on, incurred by or asserted at any time against them, in their individual capacities (and not indemnified against by other Persons) which relate to or arise out of the operation of the Company (including this Agreement and all transactions and documents contemplated thereby), the Company Property, or the Loan Documents (all such items collectively the “Indemnified Costs”), provided, however, that the Company shall not be required to indemnify any Company Indemnified Party with respect to any willful misconduct or gross negligence (or in the case of the Independent Manager, bad faith) with respect to the Company on the part of such Manager Indemnified Party to the extent such Manager Indemnified Party is adjudged (as provided in subsection (c) below) to have engaged in such willful misconduct or gross negligence (or in the case of the Independent Manager, bad faith) with respect to the Company; and (c) to the fullest extent permitted by law, to advance to each such Manager Indemnified Party the Indemnified Costs incurred by such Manager Indemnified Party in defending any claim, demand, action, suit or proceeding arising out of the operation of the Company (including this Agreement and all transactions and documents contemplated thereby), the Company Property or the Loan Documents, prior to the final disposition of such claim, demand, action, suit or proceeding, upon receipt by the Company of an undertaking by or on behalf of such Manager Indemnified Party, to repay such amount if a court of competent jurisdiction renders a final, nonappealable judgment that includes a specific finding of fact that such Manager Indemnified Party is not entitled to indemnification pursuant to this Section 4.8 (i.e., because such court of competent jurisdiction specifically finds that such Manager Indemnified Party engaged in willful misconduct or gross negligence with respect to the Company). The obligations of the Company pursuant to this Article IV shall survive the resignation or removal of any Manager, the disposition of the Company Property, the termination of the Company, or the amendment, supplement or restatement of this Agreement. So long as any obligation evidenced or secured by the Loan Documents is outstanding,

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no indemnity payment from funds of the Company (as distinct from funds from other sources, such as insurance) of any indemnity pursuant to this Section 4.8 shall be payable from amounts allocable to the Lender pursuant to the Loan Documents. Any indemnification set forth in this Agreement shall be fully subordinate to the Loan and shall only constitute a claim against the Company to the extent of, and shall be paid by the Company in monthly installments only from, the excess of net operating income of the Company for any month over the amounts then due under the Loan Documents, nor shall it constitute a claim against any owner of an interest in the Company.

4.9Successor to Manager. If the Manager resigns, a successor manager will be selected by Members holding a Majority of the Membership Interests.

4.10Partnership Representative.

(a)The “partnership representative” as provided for in Code Section 6223 shall be the Manager, or such other individual as may be designated by the Manager (the “Partnership Representative”). Each Member hereby consents to such designation and agrees to take any such further action as may be required by the Treasury Regulations or otherwise to effectuate such designation. The Partnership Representative shall be indemnified and reimbursed for all expenses, including legal and accounting fees, claims, liabilities, losses and damages incurred in connection with its serving in that capacity. The Partnership Representative may delegate its responsibilities as Partnership Representative.

(b)For each fiscal year of the Company: (i) the Members consent to either of the elections set forth in Code Sections 6221 and/or 6226(a) and agree to take any action, and furnish the Partnership Representative with any information necessary, to give effect to such election if the Partnership Representative decides to make such election; and (ii) any imputed underpayment imposed on the Company pursuant to Code Section 6232 (and any related interest, penalties or other additions to tax) that the Partnership Representative reasonably determines is attributable to one or more Members (including any former Member) shall be, in the Partnership Representative’s sole discretion, either (A) treated as a distribution under Section 3.5 or (B) promptly paid by such Members to the Company (pro rata in proportion to their respective shares of such underpayment) within fifteen (15) days following the Partnership Representative’s request for payment (and any failure to pay such amount shall result in a subsequent reduction in distributions otherwise payable to such Member in such amount plus interest on such amount calculated at the rate often percent (10%)); provided that in making the determination of which Members (including former Members) any such imputed underpayment is attributable to, the Partnership Representative will allocate any imputed underpayment imposed on the Company (and any related interest, penalties, additions to tax, and audit costs) among the Members in good faith taking into account each Member’s particular status, including, for the avoidance of doubt, a Member’s tax-exempt status. The Manager, and the individual designated by the Manager, in his or her capacity as the Partnership Representative, shall be authorized to take any of the foregoing actions (or any similar actions), to the extent necessary to allow the Company to comply with the partnership audit provisions of the Bipartisan Budget Act of 2015. Regarding the potential obligation of a former Member under this Section 4.10, the following shall apply: (x) each Member agrees that, notwithstanding any other provision in this Agreement, if it is no longer a Member it shall nevertheless be obligated for any responsibilities under this Section 4.10 as if it were a Member at the time of demand hereunder; and (y) the Manager will not consent to the transfer of the Membership Interest of any Member unless the transferee receiving such Membership Interest agrees that in the event the transferor of such Membership Interest does not fulfill its obligation under the preceding clause (x) within twenty (20) business days following written demand by the Partnership Representative, such transferee shall be jointly and severally liable with such transferor for such obligation and the Partnership Representative may thereafter treat the transferee as the relevant Member for purposes of this paragraph.

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ARTICLE V MEMBERS

5.1Powers of the Members. Except as otherwise provided in the Agreement, as to any matters on which the Members have a right to vote, such vote shall require an affirmative vote of a Majority of the Membership Interests.

5.2Liability. No Member will be personally liable for any of the debts of the Company or any of the losses thereof beyond the amount of such Member’s Capital Contribution to the Company.

5.3Meetings of the Members. A meeting of the Members may be called at any time by the Manager or by Members holding a Majority of the Membership Interests. The meetings will be held at the Company’s principal place of business or any other place designated by the Manager. The Manager will give the Members at least ten days prior written notice stating the time, place and purpose of the meeting. At a meeting of the Members, the presence of Members holding a Majority of the Membership Interests, in person or by proxy, will constitute a quorum. A Member may vote either in person or by written proxy signed by the Member or by his, her or its duly authorized attorney in fact. Persons present by telephone will be deemed to be present “in person” for purposes hereof.

5.4Removal of Manager. Notwithstanding any other provision of this Agreement, a Manager can be removed and its successor chosen by Members holding at least seventy five percent (75%) of the Membership Interests for cause by giving written notice to the Manager. As used in the preceding sentence, “Cause” shall mean the willful misconduct, fraud or gross negligence of the Manager, as determined by a final, nonappealable judgment of a court of competent jurisdiction. Notwithstanding the foregoing, (a) so long as any obligation evidenced or secured by the Loan Documents remains outstanding and not discharged in full, the consent of the Lender shall also be required for removal of a Manager and appointment of a successor Manager, and (b) the removal of the Manager shall not be effective without the prior written consent of the Manager until the Manager and each of its Affiliates have been fully removed from any guarantee and indemnity obligations they may have with respect to the Loan.

ARTICLE VI

ASSIGNMENT PROVISIONS

6.1Transfers by Members.

(a)Subject to Section 6.2, a Member may Transfer some or all of its Membership Interests in the Company. For purposes hereof, “Transfer” means, when used as a noun, any sale, hypothecation, pledge, assignment, gift, or other transfer, be it voluntary or involuntary, to any person, inter vivo, testamentary, by operation of laws of devise and descent or other laws, and, when used as a verb, to sell, hypothecate, pledge, assign, gift, or otherwise transfer to any person, be it voluntarily or involuntarily, inter vivo, testamentary, by operation of the laws of devise or descent or any other laws.

(b)Notwithstanding anything contained herein to the contrary, no Transfer of any Membership Interest will be permitted if such Transfer would: (i) be in contravention of or constitute an event of default under the Loan Documents; (ii) result in a termination of the Company for federal income tax purposes that would have a material adverse effect on the Company or any of the Members; (iii) result in the Company not qualifying for an exemption from the registration requirements of any applicable federal or state securities laws; (iv) result in any violation of any applicable federal or state securities laws; (v) require the Company, the Manager or any Affiliate of the Manager to register as an investment advisor under the Investment Advisers Act of 1940, as amended; or (vii) cause the Company Property to become “plan assets” (as defined in the Plan Asset Rules) subject to the fiduciary standards of Part 4 of Subtitle B of Title I of ERISA and Code Section 4975.

6.2General Provisions. The following rules will apply to the Transfer of membership interests in the Company:

(a)no person will be admitted as a substitute member hereunder unless and until: (i) the assignment is made in writing, signed by the assignor and accepted in writing by the assignee, and a duplicate original of the assignment is delivered to and accepted by the Manager; (ii) the prospective assignee executes and delivers to

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the Company a written agreement, in form and substance satisfactory to the Manager, pursuant to which said person agrees to be bound by this Agreement; and (iii) an appropriate amendment hereto is executed and, if required, filed of record;

(b)the effective date of admission of a substitute member will be no earlier than the date that the documents specified in subsection (a) above are delivered to and accepted by the Manager;

(c)the Company and the Manager will treat the assignor of the assigned interest as the absolute owner thereof and will incur no liability for distributions made in good faith to such assignor prior to such time as the documents specified in subsection (a) above have been delivered to and accepted by the Manager;

(d)unless admitted as a substitute member to the Company by the Manager, the assignee or transferee of an interest in the Company hereunder will not be entitled to become or exercise any rights of a Member, but will, to the extent of the interest acquired, be entitled only to the predecessor Member’s share of distributions from the Company. No person, including the legal representatives, heirs or legatees of a deceased Member, will have any rights or obligations greater than those set forth herein and no person will acquire an interest in the Company or become a Member except as permitted hereby. Substitute Members admitted pursuant to Section 6.2 (a) will be entitled to all of the rights and privileges of the original Members hereunder and will be subject to all of the obligations and restrictions hereunder, and in all other respects their admission will be subject to all of the terms and provisions hereof;

(e)the costs incurred by the Company in processing an assignment (including attorney’s fees) will be borne by the assignor or assignee as such parties may agree, and will be payable prior to and as a condition of any distribution of cash or property; and

(f)upon the Transfer of a Membership Interest which satisfies Section 6.2, Schedule 1 to this Agreement will be revised to reflect such Transfer.

ARTICLE VII

ADMISSION OF ADDITIONAL MEMBERS; RESIGNATIONS AND WITHDRAWALS

7.1Admission of Additional Members.

(a)Subject to compliance with applicable securities laws, the Loan Documents and this Agreement, the Manager, in its sole discretion, may admit new Members in exchange for Capital Contributions by such persons to the Company in an amount as determined by the Manager in its sole discretion. The Members hereby grant the Manager the power of attorney to amend the Company’s Articles of Organization and this Agreement to effect any issuance of Membership Interests pursuant this subsection, including such Membership Interests that may constitute one or more classes of interests with preference as to distributions from the Company (provided, however, that the Members will be provided an opportunity to make such Capital Contributions in respect of such new class(es) of interests). Upon the admission of any new Members to the Company, the Manager shall adjust the Members’ Membership Interests set forth on Schedule 1 hereto to equitably reflect the Capital Contributions made by new Members.

(b)Additional Members admitted pursuant to Section 7.1(a) will be entitled to all of the rights and privileges of the original Members hereunder and will be subject to all of the obligations and restrictions hereunder, and in all other respects their admission will be subject to all of the terms and provisions hereof.

(c)No Member shall have any preemptive or similar rights to increase or maintain such Member’s Membership Interest in the Company.

7.2Resignations and Withdrawals. A Member who withdraws from the Company will forfeit all Membership Interests and rights as a Member, including his right to receive any distributions from the Company and the right to vote. Upon the withdrawal of a Member, the Company will not have any obligation to purchase such Member’s Membership Interests or any part thereof. The Manager shall adjust the Members’ Membership Interests set forth on Schedule 1 hereto to equitably reflect the withdrawal of a Member.

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ARTICLE VIII

TERMINATION AND WINDING UP

8.1Termination.

(a)The Company will terminate upon the earliest to occur of the following:

(i)The Manager and Members holding a Majority of the Membership Interests vote to terminate the Company or convert it into a different legal entity pursuant to Delaware law; or

(ii)The Company’s sale, exchange or other disposition of all of the Company Property.

(b)Notwithstanding the foregoing, or any other provision of this Agreement to the contrary, for so long as the Company’s obligations under the Loan Documents remain outstanding, the Company may not be terminated without the prior written consent of the Lender.

(c)This Agreement generally and Article VIII in particular will govern the conduct of the parties during the winding up of the Company.

8.2Liquidation Procedures. Upon termination of the Company, the Company’s affairs will be wound up and the Company will be dissolved. A proper accounting will be made of the profit or loss of the Company from the date of the last previous accounting to the date of termination.

8.3Liquidating Trustee. Upon the winding up of the Company, the Manager will act as the liquidating trustee or will appoint a liquidating trustee. The liquidating trustee will have full power to sell, assign and encumber the Company Property. All certificates or notices thereof required by law will be filed on behalf of the Company by the liquidating trustee.

8.4Distribution on Winding Up. The proceeds of liquidation will be applied by the end of the taxable year in which the liquidation occurs or, if later, within 90 days after the date of such liquidation, in the following order:

(a)first, to the creditors of the Company, in the priority and to the extent provided by law; and

(b)thereafter, to the Members in proportion to their Membership Interests.

8.5No Dissolutions. The Bankruptcy, death, dissolution, liquidation, termination or adjudication of incompetency of a Member shall not cause the termination, division or dissolution of the Company and the business of the Company shall continue. Upon any such occurrence, the trustee, receiver, executor, administrator, committee, guardian or conservator of such Member (an “assignee”) shall have all the rights of such Member for the purpose of settling or managing its estate or property, subject to satisfying conditions precedent to the admission of such assignee as a substitute Member. The transfer by such trustee, receiver, executor, administrator, committee, guardian or conservator of any Membership Interest shall be subject to all of the restrictions, hereunder to which such transfer would have been subject if such transfer had been made by such bankrupt, deceased, dissolved, liquidated, terminated or incompetent Member.

ARTICLE IX GENERAL PROVISIONS

9.1Definitions. The following terms not otherwise defined herein will have the meanings ascribed to them below:

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(a)“Affiliate” (whether or not such term is capitalized) shall mean, with respect to any specified Person any other Person owning beneficially, directly or indirectly, any ownership interest in such specified Person or directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” when used with respect to any specified Person, shall mean the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” shall have meanings correlative to the foregoing.

(b)“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

(c)“Control” (whether or not such term is capitalized) when used with respect to any specified Person, shall mean the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” shall have meanings correlative to the foregoing. Without limiting the generality of the foregoing, a Person shall be deemed to Control any other Person in which it owns, directly or indirectly, 49% or more of the ownership interests.

“Independent Manager” shall mean an individual with at least three (3) years of employment experience serving as an independent director at the time of appointment who is provided by, and is in good standing with, CT Corporation, Corporation Service Company, Delaware Trust Company, National Registered Agents, Inc., Wilmington Trust Company, Stewart Management Company, Lord Securities Corporation or, if none of those companies is then providing professional independent directors or managers or, after a Securitization is not acceptable to the Rating Agencies, another nationally-recognized company reasonably approved by Lender and if required by Lender after a Securitization, the Rating Agencies, in each case that is not an Affiliate of such corporation, Delaware Statutory Trust or limited liability company and that provides professional independent directors, trustees or managers and other corporate services in the ordinary course of its business, and which individual is duly appointed as a trustee, member of the board of directors or board of managers of such corporation, Delaware Statutory Trust or limited liability company and is not, and has never been, and will not while serving as independent director, trustee or manager be:

(a)a member (other than an independent, non-economic “springing” member), partner, equity holder, manager, director, officer or employee of such corporation, Delaware Statutory Trust or limited liability company, or any of its respective equity holders or Affiliate of Borrower (other than as an independent director or manager of an Affiliate of such corporation, Delaware Statutory Trust or limited liability company that is not in the direct chain of ownership of such corporation, Delaware Statutory Trust or limited liability company and that is required by a creditor to be a single purpose bankruptcy remote entity, provided that such independent director or manager is employed by a company that routinely provides professional independent directors or managers in the ordinary course of business);

(b)a customer, creditor, supplier or service provider (including provider of professional services) to such corporation, Delaware Statutory Trust or limited liability company or any of its respective equity holders or Affiliates of Borrower (other than a nationally-recognized company that routinely provides professional independent directors or managers and other corporate services to such corporation, Delaware Statutory Trust or limited liability company or any of its respective equity holders or Affiliates of Borrower in the ordinary course of business);

(c)a family member of any such member, partner, equity holder, manager, director, officer, employee, creditor, supplier or service provider; or

(d)a Person that Controls or is under common Control with (whether directly, indirectly or otherwise) any of the Persons referred to in clauses (a), (b) or (c) above.

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(a)A natural person who otherwise satisfies the foregoing definition other than subparagraph (a) by reason of being the independent director or manager of a Special Purpose Entity in the direct chain of ownership of such corporation, Delaware Statutory Trust or limited liability company shall not be disqualified from serving as an independent director or manager of such corporation, Delaware Statutory Trust or limited liability company, provided that the fees that such individual earns from serving as independent directors or managers of such Borrower Affiliates in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that year.

(b)“Lender” shall mean Arbor Private Label, LLC, a Delaware limited liability company, and its successors and assigns, with respect to the Loan.

(c)“Loan” shall mean that certain loan from the Lender in the amount of $76,575,000 made to the Trust by the Lender.

(d)“Loan Agreement” shall mean that certain Loan Agreement dated as of [_______] (as amended, restated, replaced, supplemented or otherwise modified from time to time), by and between Lender and the Trust.

(e)“Loan Documents” shall mean any and all documents evidencing or securing the Loan or any assumptions thereof including, without limitation, any promissory note, mortgage, assignment of leases and rents, indemnity agreement, guaranty certificate, escrow agreement, consent or subordination agreement or the functional equivalent of any of the aforementioned, and any and all other documents related to the Loan.

(f)“Majority” shall mean more than fifty percent (50%).

(g)“Master Lease” shall mean that certain Master Lease between the Trust, as landlord and the Master Tenant, as tenant, with respect to the Real Estate.

(h)“Master Tenant” shall mean CFHZ Summerfield Master Tenant JV, LLC, a Delaware limited liability company.

(i)“Material Action” means, as to any Person, to file any insolvency, or reorganization case or proceeding, to institute proceedings to have such Person be adjudicated bankrupt or insolvent, to institute proceedings under any applicable insolvency law, to seek any relief under any law relating to relief from debts or the protection of debtors, to consent to the filing or institution of bankruptcy or insolvency proceedings against such Person, to file a petition seeking, or consent to, reorganization or relief with respect to such Person under any applicable federal or state law relating to bankruptcy or insolvency, to seek or consent to the appointment of a receiver (unless at Lender’s request), liquidator, assignee, trustee, sequestrator, custodian, or any similar official of or for such Person or a substantial part of its property, to make any assignment for the benefit of creditors of such Person, to admit in writing such Person’s inability to pay its debts generally as they become due (unless such admission is true), or to take action in furtherance of any of the foregoing.

(j)

(k)“Person” (whether or not such term is capitalized) shall mean a natural person, corporation, limited partnership, general partnership, limited liability company, joint stock company, joint venture, association, company, trust, bank trust company, land trust, business trust, statutory trust or other organization, whether or not a legal entity, and a government or agency or political subdivision thereof.

(l)“Private Placement Memorandum” shall mean the memorandum and related documents distributed to prospective investors in the Trust that provided such persons with information relating to an investment in the Trust interests.

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(m)“Real Estate” shall mean the real estate and improvements located at 8100 Gibbs Way, Landover, Maryland 20785.

(n)“Section” shall mean a section in this Agreement unless the context clearly indicates otherwise.

(o)“Special Purpose Entity” shall mean an entity, whose organizational documents contain restrictions on its activities and impose requirements intended to preserve such entity’s separateness that are substantially identical to the special purpose provisions set forth on Schedule 2 of this Agreement.

(p)“Treasury Regulations” shall mean U.S. Treasury Regulations promulgated under the Code.

9.2Notices. All notices, requests, demands, consents and other communications (“Notices”) required or contemplated by the provisions hereof shall refer on their face to this Agreement (although failure to do so shall not make such Notice ineffective), shall, unless otherwise stated herein, be in writing and shall be: (i) personally delivered; (ii) sent by reputable overnight courier service; (iii) sent by certified or registered mail, postage prepaid and return receipt requested; (iv) transmitted by telephone facsimile with electronic confirmation of receipt; or (v) by email (if an email address is provided by such prospective recipient of Notice). Any Member may change its address by giving fifteen (15) days advance written notice stating its new address to the Manager. Commencing with the giving of such notice, such newly designated address will be such Member’s address for purposes of all notices or other communications required or permitted to be given pursuant to this Agreement.

9.3Third Party Reliance. Third parties dealing with the Company shall be entitled to conclusively rely on the signature of the Manager and/or any officer of the Company to bind the Company.

9.4Successors. This Agreement and all the terms and provisions hereof will be binding upon and will inure to the benefit of all Members, and their legal representatives, heirs, successors and permitted assigns, except as expressly herein otherwise provided.

  1. 5Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts to be performed entirely within such state, including all matters of construction, validity and performance. Each party to this Agreement acknowledges and agrees that, except solely for the Act, the laws of the State of Delaware or of any other state or authority having jurisdiction over the Company which pertain to limited liability companies shall not apply to this Agreement, and that the Act is the sole law pertaining to limited liability companies that applies to this Agreement. Each party to this Agreement agrees to only bring suit in a court located in Chicago, Illinois, and consents to personal jurisdiction therein.

9.6Counterparts. This Agreement may be executed in counterparts, each of which will be an original, but all of which will constitute one and the same instrument.

  1. 7Pronouns and Headings. As used herein, all pronouns will include the masculine, feminine, neuter, singular and plural thereof wherever the context and facts require such construction. The headings, titles and subtitles herein are inserted for convenience of reference only and are to be ignored in any construction of the provisions hereof.

9.8Members Not Agents. Nothing contained herein will be construed to constitute any Member the agent of another Member, except as specifically provided herein, or in any manner to limit the Members in the carrying on of their own respective businesses or activities.

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9.9Entire Understanding. This Agreement constitutes the entire understanding among the Members and supersedes any prior understanding and/or written or oral agreements among them with respect to the Company.

9.10Severability. If any provision of this Agreement, or the application of such provision to any person or circumstance, is held invalid by a court of competent jurisdiction, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those to which it is held invalid by such court, will not be affected thereby.

9.11Further Assurances. Each of the Members will hereafter execute and deliver such further instruments and do such further acts and things as may be required or useful to carry out the intent and purpose of this Agreement and as are not inconsistent with the terms hereof. Recognizing that the Company may find it necessary from time to time to establish to third parties, such as accountants, banks, mortgagees or the like, the then current status of performance hereunder, each Member agrees, upon the written request of the Manager to furnish promptly a written statement of the status of any matter pertaining to this Agreement or the Company to the best of the knowledge and belief of the Member making such statements.

9.12Benefits of Agreement. No Third-Party Rights. Except for the Lender and its successors or assigns as holders of the Loan (with respect to the Special Purpose Entity Provisions of this Agreement) (a) none of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company or by any creditor of any Member, and (b) nothing in this Agreement shall be deemed to create any right in any Person not a party hereto, and this Agreement shall not be construed in any respect to be a contract in whole or in part for the benefit of any third Person, except as provided in this Section 9 .12. The Lender and its successors or assigns are intended third-party beneficiaries of Section 4.2 this Agreement and may enforce this Agreement against the Manager or the Members.

9.13Waiver of Partition; Nature of Interest. To the fullest extent permitted by law, and not withstanding any provision in this Agreement to the contrary, each of the Members, and any additional and substitute members admitted to the Company hereby irrevocably waives any right or power that such Person might have to cause the Company or any of its assets to be partitioned, to cause the appointment of a receiver for all or any portion of the assets of the Company, to compel any sale of all or any portion of the assets of the Company pursuant to any applicable law or to file a complaint or to institute any proceeding at law or in equity to cause the dissolution, division, liquidation, winding up or termination of the Company. No Member shall have any interest in any specific assets of the Company, and no Member shall have the status of a creditor with respect to any distribution pursuant to Section 3.5 hereof. The interest of each Member in the Company is personal property.

[SIGNATURE PAGE FOLLOWS]

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COUNTERPART SIGNATURE PAGE OPERATING AGREEMENT

OF

CF SUMMERFIELD MULTIFAMILY, LLC

IN WITNESS WHEREOF, the undersigned has executed this Operating Agreement as of the day and year first above written.

MANAGER:
CF Summerfield Manager, LLC,
a Delaware limited liability company
By:
Name:
Its:
MEMBER:
Signature
Print Name
Address
City, State & Zip Code
INDEPENDENT MANAGER:
Signature
Name
Address

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SCHEDULE 1

(of Exhibit A)

MEMBERS, CAPITAL CONTRIBUTIONS AND MEMBERSHIP INTERESTS

NAME AND ADDRESS OF<br><br><br>MEMBER CAPITAL<br><br><br>CONTRIBUTION CAPITAL<br><br><br>ACCOUNT MEMBERSHIP<br><br><br>INTEREST
_____________________________________________________________________________________________
_____________________________________________________________________________________________
_____________________________________________________________________________________________
_____________________________________________________________________________________________
_____________________________________________________________________________________________
_____________________________________________________________________________________________
_____________________________________________________________________________________________
_____________________________________________________________________________________________

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SCHEDULE 2

(of Exhibit A)

SPE PROVISIONS

Reference is hereby made to that certain Loan and Security Agreement (the “Loan Agreement”), by and between Trust and Lender. Unless otherwise defined herein, the terms used in this Schedule 2 shall have the meanings ascribed thereto in the Loan Agreement. Until the Indebtedness is paid in full, the Company and any SPE Component Entity will remain a “Single Purpose Entity,” which means at all times since its formation and thereafter, the Company:

(i)shall not acquire or lease any real property, personal property, or assets other than the Mortgaged Property;

(ii)shall not acquire, own, operate, or participate in any business other than the leasing, ownership, management, operation, and maintenance of the Mortgaged Property;

(iii)shall not commingle its assets or funds with those of any other Person;

(iv)shall maintain its financial statements, accounting records, and other partnership, real estate investment trust, limited liability company, or corporate books, records and documents, as the case may be, separate from those of any other Person (unless (i) Borrower’s assets have been included in a consolidated financial statement of a Borrower Affiliate prepared in accordance with an Approved Accounting Method, (ii) appropriate notation shall be made on such consolidated financial statement to indicate the separate identity of Borrower and that Borrower’s assets and credit are not available to satisfy the debts and other obligations of the applicable Borrower Affiliate or any other Person, and (iii) Borrower’s assets, liabilities and net worth shall also be listed on Borrower’s own separate balance sheet);

(v)shall have no material financial obligation under any indenture, mortgage, deed of trust, deed to secure debt, loan agreement, other agreement or instrument to which Borrower is a party or by which Borrower is otherwise bound, or to which the Mortgaged Property is subject or by which it is otherwise encumbered, other than:

(a)unsecured trade payables incurred in the ordinary course of the operation of the Mortgaged Property (exclusive of amounts IV. to be paid out of the Replacement Reserve Account or Repairs Escrow Account V. to be paid out of the Replacement Reserve Account or Repairs Escrow Account or Debt Service Reserve, or VI. for rehabilitation, restoration, repairs, or replacements of the Mortgaged Property or otherwise approved by Lender) so long as such trade payables A. are not evidenced by a promissory note, B. are payable within sixty (60) days of the date incurred, and C. as of any date, do not exceed, in the aggregate, three percent (3%) of the original principal balance of the Mortgage Loan;

(b)if the Security Instrument grants a lien on a leasehold estate, Borrower’s obligations as lessee under the ground lease creating such leasehold estate; and

(c)obligations under the Loan Documents and obligations secured by the Mortgaged Property to the extent permitted by the Loan Documents;

(vi)shall not assume, guaranty, or pledge its assets to secure the liabilities or obligations of any other Person (except in connection with the Mortgage Loan or other mortgage loans that have been paid in full or collaterally assigned to Lender) or hold out its credit as being available to satisfy the obligations of any other Person;

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(vii)shall not make loans or advances to any other Person;

(viii)shall not enter into, or become a party to, any transaction with any Borrower Affiliate, except (i) in the ordinary course of business and on terms which are no more favorable to any such Borrower Affiliate than would be obtained in a comparable arm’s-length transaction with an unrelated third part, (ii) in connection with this Agreement, and (iii) capital contributions and distributions permitted under the terms of this Agreement;

(ix)shall not Divide;

(x)shall not merge into or consolidate with any Person, or dissolve, terminate, liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure;

(xi)shall not (A) fail to observe all material organizational formalities necessary to maintain its separate existence, or fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the applicable Legal Requirements of the jurisdiction of its organization or formation, or (B) amend, modify, terminate or fail to comply with the Single Purpose Entity provisions of its organizational documents, in each case without the prior written consent of Lender;

(xii)shall not own any subsidiary, or make any investment in, any Person;

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

(xiv)shall not fail to (i) file its own tax returns separate from those of any other Person, except to the extent that Borrower is treated as a “disregarded entity” for tax purposes and is not required to file separate tax returns under applicable Legal Requirements, and (ii) pay any taxes required to be paid under applicable Legal Requirements;

(xv)shall not fail to (i) hold itself out to the public as a legal entity separate and distinct from any other Person, (ii) conduct its business solely in its own name or (iii) correct any known misunderstanding regarding its separate identity;

(xvi)shall not, without the prior unanimous written consent of the Manager and the Independent Manager take any Material Action or action that might cause such entity to become insolvent;

(xvii)shall not fail to fairly and reasonably allocate shared expenses (including, without limitation, shared office space and services performed by an employee of a Borrower Affiliate) among the Persons sharing such expenses;

(xviii) shall not fail to intend to remain solvent or fail to pay its own liabilities (including, without limitation, salaries of its own employees), to the extent of its then available cash flow; provided, however, that the foregoing shall not require Borrower’s members, partners or shareholders to make additional capital contributions to Borrower;

(xix)shall not acquire obligations or securities of its partners, members, shareholders or other affiliates, as applicable;

(xx)shall not violate or cause to be violated the assumptions made with respect to Borrower in the Non-Consolidation Opinion or any New Non-Consolidation Opinion;

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(xxi)shall not fail to maintain a sufficient number of employees in light of its contemplated business operations to the extent there exists sufficient cash flow from the Property to do so after payment of all operating expenses and Debt Service and without any obligation for any members, partners or shareholders to make additional capital contributions to Borrower;

(xxii)shall not fail to maintain and use separate stationery, invoices and checks bearing its own name;

(xxiii) shall not have any of its obligations guaranteed by a Borrower Affiliate, except as contemplated by the Loan Documents; and

(xxiv) shall not identify itself as a department or division of any other Person.

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EXHIBIT B

FORM OF NOTICE OF EXERCISE OF FAIR MARKET VALUE OPTION

[see attached]

NOTICE OF EXERCISE OF FAIR MARKET VALUE OPTION

In accordance with Section 11.01 of the Second Amended and Restated Trust Agreement (the “Agreement”) of CF SUMMERFIELD MULTIFAMILY DST (the “Trust”), the undersigned hereby exercises its Fair Market Value Option with respect to _______________ (the “Investor”) and his, her or its ____% Interest in the Trust (the “Interest”). The Investor may, within ten (10) business days of the date of this Notice of Exercise (the “Cash Election Deadline”), notify the undersigned in writing (such writing, a “Cash Election Notice”) that, pursuant to the terms of Section 11.01 of the Agreement, the Investor is exercising his, her or its right to receive the Cash Amount (as defined in the Agreement) instead of OP Units (as defined in the Agreement) for his, her or its Interest. If the Investor does not provide the undersigned with a Cash Election Notice by the Cash Election Deadline, then the Investor shall be deemed to have agreed to exchange his, her or its Interest exclusively for the OP Units.

If the Investor would like to elect Class S OP Units, Class D OP Units or Class I OP Units instead of Class T OP Units, the Investor must contact his, her or its broker-dealer of record with respect to the Interests to confirm that he, she or it satisfies the eligibility criteria for such class of OP Units as set forth in the prospectus of Cantor Fitzgerald Income Trust, Inc. with respect to the corresponding class of shares of its stock and, if eligible, to make such election to the undersigned within thirty (30) business days of the date of this Notice of Exercise.

The undersigned shall deliver the OP Units, Cash Amount, or a combination of OP Units and the Modified Cash Amount, as applicable, to the Investor in accordance with the terms of Section 11.01 of the Agreement and to the address specified in the Trust’s records.

Dated: , 20
CANTOR FITZGERALD INCOME TRUST OPERATING PARTNERSHIP, L.P., a Delaware limited partnership
By:
---
Name:
Title:

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EXHIBIT C

FORM OF TAX PROTECTION AGREEMENT

[see attached]

TAX PROTECTION AGREEMENT

THIS TAX PROTECTION AGREEMENT (this “Agreement”) is made and entered into as

of [      ] by and among CANTOR FITZGERALD INCOME TRUST, INC. a Maryland corporation (the “REIT”), CANTOR FITZGERALD INCOME TRUST OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Partnership”), and [      ] (the “Contributor”).

WHEREAS, pursuant to the terms and conditions of Article XI (the “Fair Market Value Option Provision”) of the trust agreement (the “Trust Agreement”) of CF Summerfield Multifamily DST, a Delaware statutory trust (the “DST”), the Contributor is contributing (the “Contribution”) to the Partnership some or all of its percentage ownership interest (the “DST Interests”) in the DST (as more specifically identified on Schedule A), which owns Summerfield at Morgan Metro, a multifamily residential community located at 8100 Gibbs Way, Landover, Maryland (the “DST Property”) in exchange for Class [  ] limited partnership units in the Partnership (“OP Units”);

WHEREAS, because the investors in the DST (including the Contributor) are treated as owning, pursuant to the rules set forth at Treasury Regulations Section 301.7701-4(c)(l) and Revenue Ruling 2004-86, 2004-2 C.B. 191, an undivided fractional interest in the DST Property that is proportional to their ownership of DST Interests, it is intended for federal income tax purposes that the Contribution be treated, for the Contributor (and similarly for each other investor) as a contribution by the Contributor of the Contributor’s undivided fractional interest in the DST Properties to the Partnership in exchange for OP Units under section 721 of the Internal Revenue Code of 1986, as amended (the “Code”);

WHEREAS, the parties desire to enter into this Agreement regarding certain tax matters as set forth herein; and

WHEREAS, the REIT and the Partnership desire to evidence their agreement regarding certain actions to be taken by the Partnership regarding the disposition of the DST Properties and certain debt obligations of the Partnership and its subsidiaries.

NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants and agreements contained herein and in the Fair Market Value Option Provision of the Trust Agreement, the parties hereto hereby agree as follows:

ARTICLE 1 DEFINITIONS

“Allocated Liabilities Tax Protection Period” means the period commencing on the Closing Date and ending on 11:59 PM on the 10th anniversary of the Closing Date; provided, however, the Allocated Liabilities Tax Protection Period with respect to a Protected Partner shall end on the date on which such Protected Partner ceases to own, in the aggregate, 30% or more of the OP Units issued in respect of such Protected Partner’s DST Interest pursuant to the Fair Market Value Option Provision of the Trust Agreement.

“Closing Date” means the date on which the Contribution will be effective.

“Code” has the meaning set forth in the Recitals.

“Contribution” has the meaning set forth in the Recitals.

“Contributor” has the meaning set forth in the Preamble.

C-1

“DST Interests” has the meaning set forth in the Recitals.

“DST Property” has the meaning set forth in the Recitals.

“Fair Market Value Option Provision” has the meaning set forth in the Recitals.

“Gain Limitation Property” means (i) any DST Property contributed by the Contributor to the Partnership pursuant to the Fair Market Value Option Provision of the Trust Agreement with respect to which there is Protected Gain, (ii) any other properties or assets hereafter acquired by the Partnership or any direct or indirect interest owned by the Partnership in any entity that owns an interest in a Gain Limitation Property, if the disposition of that interest would result in the recognition of Protected Gain by a Protected Partner, and (iii) any other property that the Partnership directly or indirectly receives that is in whole or in part a “substituted basis property” as defined in Section 7701(a)(42) of the Code with respect to a Gain Limitation Property.

“Nonrecourse Liability” has the meaning set forth in Treasury Regulations Section 1.752-l(a)(2).

“OP Units” has the meaning set forth in the Recitals.

“Partnership” has the meaning set forth in the Preamble.

“Partnership Agreement” means the Amended and Restated Agreement of Limited Partnership of the Partnership, as the same may be further amended in accordance with the terms thereof.

“Protected Gain” shall mean the gain that would be allocable to and recognized by a Protected Partner under Section 704(c) of the Code in the event of the sale of a Gain Limitation Property in a fully taxable transaction (excluding its corresponding share of “book gain,” if any). The initial amount of Protected Gain with respect to a Protected Partner shall be determined as if the Partnership sold each Gain Limitation Property in a fully taxable transaction on the Closing Date for consideration equal to the Section 704(c) Value of such Gain Limitation Property on the Closing Date. Gain that would be allocated to a Protected Partner upon a sale of a Gain Limitation Property that is “book gain” (for example, any gain attributable to appreciation in the actual value of the Gain Limitation Property following the Closing Date or any gain resulting from reductions in the “book value” of the Gain Limitation Property following the Closing Date) shall not be considered Protected Gain. (As used in this definition, “book gain” is any gain that would not be required under Section 704(c) of the Code and the applicable regulations to be specially allocated to a Protected Partner, but rather would be allocated to all partners in the Partnership, including the REIT, in accordance with their respective economic interests in the Partnership.)

“Protected Gain Tax Protection Period” means, with respect to the DST Property, the period commencing on the Closing Date and ending on 11:59 PM on the 5th anniversary of the Closing Date; provided, however, the Protected Gain Tax Protection Period with respect to a Protected Partner shall end on the date on which such Protected Partner ceases to own, in the aggregate, 30% or more of the OP Units issued in respect of such Protected Partner’s DST Interest pursuant to the Fair Market Value Option Provision of the Trust Agreement.

“Protected Partner” means the Contributor and any person who acquires OP Units from a Protected Partner in a transaction in which gain or loss is not recognized in whole or in part and in which such transferee’s adjusted basis, as determined for federal income tax purposes, is determined in whole or in part by reference to the adjusted basis of a Protected Partner in such OP Units, provided, however, that a Protected Partner does not include any person who acquires OP Units in a transaction with respect to which the consent of the general partner or manager of the Partnership was not obtained (to the extent such consent is required pursuant to the Partnership Agreement at the time of such transfer).

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“Section 704(c) Value” means the fair market value of any Gain Limitation Property as of the Closing Date, as determined by the Partnership. The Partnership shall initially carry the Gain Limitation Property on its books at a value equal to the Section 704(c) Value as set forth above.

“REIT” has the meaning set forth in the Preamble.

“Subsidiary” means any entity in which the Partnership owns a direct or indirect interest that owns a Gain Limitation Property on the Closing Date or that thereafter is a successor to the Partnership’s direct or indirect interests in a Gain Limitation Property.

“Trust Agreement” has the meaning set forth in the Recitals.

ARTICLE2

RESTRICTIONS ON DISPOSITIONS OF

GAIN LIMITATION PROPERTIES; INDEMNIFICATION; LIQUIDATION; NOTIFICATION OF ADJUSTED TAX BASIS OF THE GAIN LIMITATION

PROPERTY

2.1Restrictions on Disposition of Gain Limitation Properties. The Partnership agrees for the benefit of the Contributor, for the term of the Protected Gain Tax Protection Period, to use commercially reasonable efforts to sell, exchange or otherwise dispose of any Gain Limitation Properties pursuant to a transaction that qualifies as a like-kind exchange under Section 1031 of the Code, or an involuntary conversion under Section 1033 of the Code, or any other transaction (including, but not limited to, a contribution of property to any entity that qualifies for the non-recognition of gain under Section 721 or Section 351 of the Code, or a merger or consolidation of the Partnership with or into another entity that qualifies for taxation as a “partnership” for federal income tax purposes) that, as to each of the foregoing, does not result in the recognition of any taxable income or gain to a Protected Partner with respect to any of the OP Units received pursuant to the Contribution; provided, however, that in the case of a Section 1031 like-kind exchange, if such exchange is with a “related party” within the meaning of Section 1031(f)(3) of the Code, any direct or indirect disposition by such related party of the Gain Limitation Property or any other transaction prior to the expiration of the two (2) year period following such exchange that would cause Section 1031(f)(l) to apply with respect to such Gain Limitation Property (including by reason of the application of Section 1031(f)(4)) shall be considered a violation of this Section 2.1 by the Partnership.

Notwithstanding the foregoing, this Section 2.1 shall not apply to any transaction to the extent that the Protected Partner is provided with an opportunity to participate in such transaction in a manner that does not result in the recognition of taxable income or gain by such Protected Partner under Section 704(c) of the Code, regardless of whether such Protected Partner elects to participate in such transaction in such manner or otherwise.

2.2Indemnification for Breaches of Section 2.1.

(a) In the event that the Partnership breaches its obligation set forth in Section 2.1, the Protected Partner shall receive from the Partnership as damages an amount equal to the aggregate federal, state and local income taxes incurred by such Protected Partner (including, for the avoidance of doubt, such amounts incurred by an owner of a Protected Partner (any such person an “Indirect Owner”) whose income taxes are borne by the owners of the Protected Partner rather than by the Protected Partner itself) as a result of any Protected Gain allocated to such Protected Partner by reason of such disposition plus an additional amount so that, after the payment by such Protected Partner (or Indirect Owner thereof) of all taxes on amounts received pursuant to this Section 2.2(a), such Protected Partner (or Indirect Owner thereof) retains an amount equal to its total tax liability incurred as a result of the Gain Limitation Property disposition. The Partnership shall calculate any required indemnity payment owed to a Protected Partner pursuant to this Section 2.2(a) and make any required payment within ninety (90) days after such breach has occurred. For purposes of the preceding sentence, (1) all income

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arising from a transaction or event that is treated as ordinary income under the applicable provisions of the Code and all payments under this Section 2.2(a) shall be treated as subject to federal, state and local income tax at an effective tax rate imposed on ordinary income of individuals residing in the city and state of residence of such Protected Partner, determined using the maximum federal rate of tax on ordinary income and the maximum state and local rates of tax on ordinary income then in effect in such city and state, (2) all income arising from a transaction or event that is treated as “unrecaptured section 1250 gain” within the meaning of Code Section 1(h)(6) with respect to such Protected Partner shall be subject to federal, state and local income tax at the effective tax rate imposed on the unrecaptured section 1250 gain of individuals residing in the city and state of residence of such Protected Partner, (3) all other income arising from the transaction or event shall be subject to federal, state, and local income tax at the effective tax rate imposed on long-term capital gains of individuals residing in the city and state of residence of such Protected Partner, determined using the maximum federal, state and local rates on long-term capital gains then in effect, (4) any amounts giving rise to a payment pursuant to this Section 2.2(a) will be determined assuming that the transaction or event giving rise to the Partnership’s obligation to make a payment was the only transaction or event reported on the Protected Partner’s tax return (i.e., without giving effect to any loss carry forwards or other deductions attributable to such Protected Partner); provided, however, that tax effect will be given to any suspended losses of a Protected Partner (or Indirect Owner thereof) with respect to its direct or indirect investment in the Partnership, (5) any amounts payable with respect to state and local income taxes shall be assumed to be fully deductible (subject to any cap or other limitation applicable) for federal income tax purposes, and (6) any amounts payable with respect to local income taxes shall be assumed to be fully deductible (subject to any cap or other limitation applicable) for state income tax purposes. In the case of a Protected Partner which is a partnership or disregarded entity for federal income tax purposes, the preceding sentence shall be applied treating each Indirect Owner of such partnership as if it were directly a Protected Partner, and in the case of a corporate Protected Partner, the preceding sentence shall be applied using the highest marginal rate of tax applicable to corporations for federal income tax purposes and state corporate income or franchise tax purposes. Notwithstanding the foregoing, in no event shall the amount of gain with respect to any Protected Partner exceed the amount of Protected Gain allocated to that Protected Partner. If requested by the Partnership, each Protected Partner shall promptly provide the Partnership with any information (including information regarding Indirect Owners) reasonably requested by the Partnership to enable the Partnership to make such calculations or the calculations pursuant to this Section 2.2(a).

(b)Notwithstanding any provision of this Agreement to the contrary, the sole and exclusive rights and remedies of any Protected Partner (or Indirect Owner thereof) for a breach or violation of the covenants set forth in Section 2.1 shall be a claim for damages against the Partnership, computed as set forth in Section 2.2(a), and no Protected Partner (or Indirect Owner thereof) shall be entitled to pursue a claim for specific performance of the covenant set forth in Section 2.1 or bring a claim against any person that acquires a Gain Limitation Property from the Partnership in violation of Section 2.1.

2.3In-Kind Distributions in Certain Liquidations. In the event, during the term of the Protected Gain Tax Protection Period, there is: (a) an actual or imminent liquidation or wind-up of the REIT or the Partnership, or sale or other disposition of all or substantially all of the assets of the REIT or the Partnership, in a transaction in which there is no successor obligor to the REIT or the Partnership for purposes of this Agreement, and in respect of which there would be an event to which the indemnification obligations of Section 2.2(a) would apply (any such transaction a “Liquidation”); or (b) an involuntary disposition of Gain Limitation Property by reason of a foreclosure or similar action by an unrelated third party, which disposition will not otherwise satisfy Section 2.1 of this Agreement, the Partnership, upon the request of the Protected Partner, shall use commercially reasonable efforts prior to the Liquidation and triggering the applicability of Section 2.2(a) to distribute to such Protected Partner such Protected Partner’s Gain Limitation Property.

2.4Notice. During the Protected Gain Tax Protection Period, the Partnership shall undertake commercially reasonable efforts to provide prior written notice to a Protected Partner of any transaction that could result in the application of Section 2.2(a) or 2.3 to such Protected Partner.

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2.5Adjusted Tax Basis in Gain Limitation Property. Upon request from the Partnership, the Contributor shall notify the Partnership of its adjusted tax basis in the Gain Limitation Property as of the Closing Date. The Contributor shall cooperate with all reasonable requests for documentation supporting the Contributor’s calculation of its adjusted tax basis in the Gain Limitation Property. If the Contributor fails to satisfy its obligations under this Section 2.5, the Partnership and the REIT shall not be required to comply with or otherwise satisfy the other provisions of Article 2 and Article 3 of this Agreement.

ARTICLE 3

NOTIFICATION OF REDUCTION OF LIABILITIES; COOPERATION REGARDING SPECIAL ALLOCATION OF LIABILITIES

3.1Notification Requirement. During the Allocated Liabilities Tax Protection Period, the Partnership shall undertake commercially reasonable efforts to provide prior written notice to a Protected Partner if the Partnership intends to repay, retire, refinance or otherwise reduce (other than scheduled amortization or repayment) the amount of liabilities of the Partnership, or otherwise take action that would result in the reallocation of such liabilities for federal income tax purposes, in each case in a manner that would cause a Protected Partner to recognize gain or loss for federal income tax purposes.

3.2Special Allocation of Liabilities. If the Partnership provides notice to a Protected Partner pursuant to Section 3.1, the Partnership shall cooperate with the Protected Partner to arrange a special allocation of liabilities of the Partnership to the Protected Partner in such amount or amounts so as to cause the amount of partnership liabilities allocated to such Protected Partner for purposes of Section 752 of the Code as are necessary to prevent the Protected Partner from recognizing gain or loss for federal income tax purposes as a result of the intended repayment, retirement, refinancing or other reduction (other than scheduled amortization or repayment) in the amount of liabilities with respect to a Gain Limitation Property, including, without limitation, offering to the Protected Partner the opportunity either (i) to enter into a “vertical slice guarantee” of liabilities of the Partnership pursuant to which the Protected Partner will guarantee a certain percentage of every dollar that the lender for the guaranteed liability is not repaid by the Partnership or (ii) to enter into a “deficit restoration obligation” pursuant to which the Protected Partner would enter into written obligation to restore part or all of its deficit capital account in the Partnership upon the occurrence of certain events. In order to minimize the need to specially allocate liabilities of the Partnership pursuant to the preceding sentence, the Partnership shall use the “additional method” method under Treasury Regulations Section 1.752-3(a)(3) to allocate Nonrecourse Liabilities considered secured by a Gain Limitation Property to the Protected Partner to the extent that the “built-in gain” with respect to those properties exceeds the amount of the Nonrecourse Liabilities considered secured by such Gain Limitation Property allocated to the Protected Partner under Treasury Regulations Section 1.752-3(a)(2).

ARTICLE 4

AMENDMENT OF THIS AGREEMENT

4.1Amendment. This Agreement may not be amended, directly or indirectly (including by reason of a merger between either the Partnership or the REIT and another entity) except by a written instrument signed by the REIT, the Partnership, and each Protected Partner affected by such amendment.

ARTICLE 5

MISCELLANEOUS

5.1Additional Actions and Documents. Each of the parties hereto hereby agrees to take or cause to be taken such further actions, to execute, deliver, and file or cause to be executed, delivered and filed such further documents, and will obtain such consents, as may be necessary or as may be reasonably requested in order to fully effectuate the purposes, terms and conditions of this Agreement.

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5.2Assignment. No party hereto shall assign its or his rights or obligations under this Agreement, in whole or in part, except by operation of law, without the prior written consent of the other parties hereto, and any such assignment contrary to the terms hereof shall be null and void and of no force and effect.

5.3Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Contributor and its respective successors and permitted assigns, whether so expressed or not. This Agreement shall be binding upon the REIT, the Partnership, and any entity that is a direct or indirect successor, whether by merger, transfer, spin-off or otherwise, to all or substantially all of the assets of either the REIT or the Partnership (or any prior successor thereto as set forth in the preceding portion of this sentence), provided that none of the foregoing shall result in the release of liability of the REIT and the Partnership hereunder. The REIT and the Partnership covenant with and for the benefit of the Contributor not to undertake any transfer of all or substantially all of the assets of either entity (whether by merger, transfer, spin-off or otherwise) unless the transferee has acknowledged in writing and agreed in writing to be bound by this Agreement, provided that the foregoing shall not be deemed to permit any transaction otherwise prohibited by this Agreement.

5.4 Modification; Waiver. No failure or delay on the part of any party hereto in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereunder are cumulative and not exclusive of any rights or remedies which they would otherwise have. No modification or waiver of any provision of this Agreement, nor consent to any departure by any party therefrom, shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on any party in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.

5.5Representations and Warranties Regarding Authority; Noncontravention. Each of the REIT and the Partnership has the requisite corporate or other (as the case may be) power and authority to enter into this Agreement and to perform its respective obligations hereunder. The execution and delivery of this Agreement by each of the REIT and the Partnership and the performance of each of its respective obligations hereunder have been duly authorized by all necessary trust, partnership, or other (as the case may be) action on the part of each of the REIT and the Partnership. This Agreement has been duly executed and delivered by each of the REIT and the Partnership and constitutes a valid and binding obligation of each of the REIT and the Partnership, enforceable against each of the REIT and the Partnership in accordance with its terms, except as such enforcement may be limited by (i) applicable bankruptcy or insolvency laws (or other laws affecting creditors’ rights generally) or (ii) general principles of equity. The execution and delivery of this Agreement by each of the REIT and the Partnership do not, and the performance by each of its respective obligations hereunder will not, conflict with, or result in any violation of (i) the Partnership Agreement or (ii) any other agreement applicable to the REIT and/or the Partnership, other than, in the case of clause (ii), any such conflicts or violations that would not materially adversely affect the performance by the Partnership and the REIT of their obligations hereunder.

5.6Captions. The Article and Section headings contained in this Agreement are inserted for convenience of reference only, shall not be deemed to be a part of this Agreement for any purpose, and shall not in any way define or affect the meaning, construction or scope of any of the provisions hereof.

5.7Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given or made as of the date delivered, mailed or transmitted, and shall be effective upon receipt, if delivered personally, mailed by registered or certified mail (postage prepaid, return receipt requested) to the parties at the following addresses (or at such other address for a party as shall be specified by like changes of address) or sent by electronic transmission to the email address specified below:

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(i)if to the Partnership or the REIT, to:

Cantor Fitzgerald Income Trust Operating Partnership, L.P.

110 East 59th Street

New York, NY 10022

ATTN: Chris A. Milner

Email: cmilner@cantor.com

(ii)if to a Protected Partner, to the address on file with the Partnership.

Each party may designate by notice in writing a new address to which any notice, demand, request or communication may thereafter be so given, served or sent. Each notice, demand, request, or communication which shall be hand delivered, sent, mailed, telecopied or telexed in the manner described above, or which shall be delivered to a telegraph company, shall be deemed sufficiently given, served, sent, received or delivered for all purposes at such time as it is delivered to the addressee (with the return receipt, the delivery receipt, or (with respect to a telecopy or telex) the answerback being deemed conclusive, but not exclusive, evidence of such delivery) or at such time as delivery is refused by the addressee upon presentation.

5.8Counterparts. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and each of which shall be deemed an original.

5.9Governing Law. The interpretation and construction of this Agreement, and all matters relating thereto, shall be governed by the laws of the State of [Delaware], without regard to the choice of law provisions thereof.

5.10Consent to Jurisdiction; Enforceability.

(a)This Agreement and the duties and obligations of the parties hereunder shall be enforceable against any of the parties in the courts of the State of [Delaware]. For such purpose, each party hereto hereby irrevocably submits to the nonexclusive jurisdiction of such courts and agrees that all claims in respect of this Agreement may be heard and determined in any of such courts.

(b)Each party hereto hereby irrevocably agrees that a final judgment of any of the courts specified above in any action or proceeding relating to this Agreement shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

5.11Severability. If any part of any provision of this Agreement shall be invalid or unenforceable in any respect, such part shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of such provision or the remaining provisions of this Agreement.

5.12Costs of Disputes. Except as otherwise expressly set forth in this Agreement, the nonprevailing party in any dispute arising hereunder shall bear and pay the costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred by the prevailing party or parties in connection with resolving such dispute.

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IN WITNESS WHEREOF, the REIT, the Partnership, and the Contributor have caused this Agreement to be signed by their respective officers, general partners, or delegates thereunto duly authorized all as of the date first written above.

CANTOR FITZGERALD INCOME TRUST., INC.<br><br><br>a Maryland corporation
By:
---
Name:
Title:
CANTOR FITZGERALD INCOME TRUST OPERATING PARTNERSHIP, L.P., a Delaware limited partnership
--- ---
By: Cantor Fitzgerald Income Trust, Inc. a Maryland corporation, its general partner
By:
---
Name:
Title:
[CONTRIBUTOR, a ____]
---
By:
---
Name:
Title:

Schedule A

Protected Property

Gain Limitation Property<br><br><br>DST Interest
Contributor’s Percentage Interest in DST subject to the Contribution [X%]

cfit-ex103_657.htm

Exhibit 10.3

REAL ESTATE SALE AGREEMENT

by and between

KELLER SPRINGS PROPCO, INC.,

as Seller

and

CAF CAPITAL PARTNERS, LLC,

as Purchaser

3221 Keller Springs Road, Carrolton, Texas 75006

January 26, 2021

THIS REAL ESTATE SALE AGREEMENT (this “Agreement”) is made and entered into as of January 26, 2021 (the “Effective Date”), by and between Keller Springs Propco, Inc., a Delaware corporation (“Seller”), and CAF CAPITAL PARTNERS, LLC, a Texas limited liability company (“Purchaser”), and CAF KSC Investor, LLC, a Texas limited liability company (“CAF”).

PRELIMINARY STATEMENTS

A.Seller is the owner of the real estate and related assets hereinafter described;

B.Seller desires to sell, and Purchaser desires to buy, the real estate and related assets hereinafter described, at the price and on the terms and conditions hereafter set forth; and

C.CAF holds an indirect ownership interest in Seller and shall derive a material benefit from the transactions contemplated herein.

In consideration of the recitals, the mutual covenants hereafter set forth, and other good and valuable considerations, the receipt and sufficiency of which are mutually acknowledged, it is agreed by and between the parties as follows:

1.Premises. The real estate which is the subject of this Agreement is legally described on Exhibit A attached hereto, and consists of the property commonly known as “Keller Springs Crossing” located at 3221 Keller Springs Road, Carrollton, Texas 75006 (the “Land”), the improvements and fixtures located therein or thereon, and all of Seller’s right, title and interest in and to all easements, rights-of-way or other interests in or to any land, highway, street in, on, under, across, in front of, abutting or adjoining the Land and any other appurtenant rights (collectively with the Land, the “Premises”).

2.Personal Property, Intangible Property, Service Contracts and Leases. (a) The “Personal Property” referred to herein shall consist of all right, title, and interest of Seller, if any, in all tangible personal property located on and used exclusively in connection with the Premises, including, without limitation, those items listed on Schedule 2 attached hereto.

(a)The “Intangible Property” referred to herein shall consist of all of Seller’s right, title and interest in and to all transferable or assignable intangible property relating to the Premises, including, without limitation, all warranties, guaranties, certificates of occupancy, approvals, contract rights, utility agreements, the name of the Premises, tradenames and other identifying materials, phone numbers and internet addresses or websites (including domain names, websites and all social media accounts maintained by Seller, its affiliates or property manager in connection with the Land or the improvements thereon, including, without limitation, all assignable user names, and password account information necessary and controlling said websites and social media accounts) used in connection with the Premises, any brochures, marketing materials (including without limitation all pictures and content used on any website, social media accounts and/or brochures related to the Premises or portion thereof), other branded items of Personal Property and signage, and any and all existing licenses and permits held by Seller and not constituting part of the real estate, located on and used exclusively in connection with the Premises that can be transferred without paying any fees or obtaining any consent (or with respect to which Purchaser agrees in writing to pay any required fee) (provided, however, that the Personal Property shall exclude any personal property owned by a third party and leased or licensed to Seller).

(b)The “Assumed Service Contracts” referred to herein shall consist of the assignable service contracts (excluding those that Purchaser requests be terminated pursuant and subject to the limitations set forth in Section 6(c)(8) of this Agreement) listed on Exhibit B attached hereto (the “Service Contracts”) affecting the Premises and any other Service Contracts entered into by Seller in accordance with the terms hereof.

(c)The “Leases” referred to herein shall consist of the leases and rental agreements between the Seller, as landlord, and tenants of the Premises in effect as of the date of the Closing (defined below) (excluding Seller’s rights otherwise expressly retained hereunder, such as rents applicable to periods prior to Closing).

3.Sale/Conveyance and Assignment. Seller agrees to sell, convey and assign to Purchaser, and Purchaser agrees to buy, accept and assume from Seller, at the price and upon the other terms and conditions hereafter set forth (a) the Premises, (b) the Personal Property, (c) the Intangible Property, (d) the Assumed Service Contracts and (e) the Leases ((a)-(e) are, collectively, the “Property”).

4.Transfer of Title. (a) Title to the Premises shall be conveyed to Purchaser by a special warranty deed (the “Deed”) executed by Seller, in the form attached hereto as Exhibit C. The legal description of the Premises that is to be included in the Deed taken from Seller’s vesting deed. At Purchaser’s written request, Seller shall also execute a Deed Without Warranty that shall include the legal description taken from Purchaser’s survey.

(b)The Personal Property shall be conveyed to Purchaser by a bill of sale (the “Bill of Sale”) executed by Seller, in the form attached hereto as Exhibit D.

(c)The Intangible Property, the Assumed Service Contracts and the Leases shall be assigned by Seller, and the Assumed Service Contracts and the Leases assumed by Purchaser, by an Assignment and Assumption of Leases, Service Contracts and Intangible Property (the “Assignment of Leases and Service

Contracts”), in the form attached hereto as Exhibit E.

5.Purchase Price; Earnest Money; Independent Consideration. Subject to the terms and conditions of this Agreement, the purchase price for the Property shall be Fifty-Six Million Five Hundred Thousand and No/100 Dollars ($56,500,000.00) (the “Purchase Price”) payable by Purchaser to Seller as follows:

(a)Within two (2) business days after the Effective Date, Purchaser shall deposit into a strict joint order escrow trust established with Kensington Vanguard National Title, 5005 Lyndon B. Johnson Freeway, Suite 200, Dallas, Texas 75244, attention: Zack Sams ( “Title Insurer ”), as earnest money hereunder the sum of Five Hundred Thousand and No/100 Dollars ($500,000.00) (the “Initial Earnest Money”). In the event Purchaser does not elect to terminate this Agreement on or prior to the expiration of the Due Diligence Period pursuant to Section 7(b), Purchaser shall, prior to the close of business on the last business day of the Due Diligence Period, deposit with Title Insurer as additional earnest money the sum of Five Hundred Thousand and No/100 Dollars ($500,000.00) (together with the Initial Earnest Money, collectively, the “Earnest Money”). The Earnest Money may, at Purchaser’s election, be invested in United States treasury obligations or such other interest-bearing accounts or securities as are approved by Purchaser and Seller in writing; provided, however, that all interest earned on the Earnest Money shall be administered, paid or credited (as the case may be) to Purchaser in all cases and shall in no event constitute Earnest Money. At the closing of the transactions contemplated by this Agreement (the “Closing”), Purchaser shall receive a credit against the Purchase Price for the Earnest Money.

(b)The Purchase Price, less a credit for the Earnest Money, and plus or minus prorations and adjustments as set forth in Sections 17 and 10(a) hereof, shall be paid by Purchaser to the Title Insurer by wire transfer of immediately available federal funds prior to 2:00 p.m. Chicago time on the Closing Date (defined below).

(c)Promptly after Title Insurer’s receipt of the Earnest Money, Title Insurer shall deliver to Seller One Hundred and No/100 Dollars ($100.00) of the Earnest Money as independent consideration (the “Independent Consideration”) for Seller’s execution and delivery of this Agreement. The Independent Consideration is in addition to and independent of any other consideration or payment provided for in this Agreement, and is non-refundable in all events. To avoid doubt, any provision of this Agreement that entitles Purchaser to a return of the Earnest Money shall be the Earnest Money less the Independent Consideration.

6.Representations, Warranties and Covenants.

(a)Seller’s Representations and Warranties. As a material inducement to Purchaser to execute this Agreement and consummate this transaction, each of CAF and Seller represents and warrants to Purchaser as follows as of the Effective Date:

(1) Organization and Authority. Seller has been duly organized and is validly existing as a Delaware corporation. Seller has the full right and authority and has obtained any and all consents required to enter into this Agreement, consummate or cause to be consummated the sale and make or cause to be made transfers and assignments contemplated herein. The person signing this Agreement on behalf of Seller is authorized to do so. This Agreement has been authorized and properly executed and constitutes the valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, and all of the documents to be delivered by Seller at the Closing shall be authorized and properly executed and shall constitute the valid and binding obligations of Seller, enforceable against Seller in accordance with their terms.

(2) Conflicts. There is no agreement to which Seller is a party or, to Seller’s Knowledge, binding on Seller or the Property which is in conflict with this Agreement or which would limit or restrict the timely performance by Seller of its obligations pursuant to this Agreement.

(3) Litigation. Except as set forth on Schedule 6(a)(3), there is no action, suit or proceeding pending or, to Seller’s Knowledge, threatened in writing, which (i) affects or relates to the Property, or (ii) which challenges or impairs Seller’s ability to execute, deliver or perform this Agreement or consummate the transaction contemplated hereby.

(4) Leases. Schedule 6(a)(4) sets forth a copy of the current rent roll for the Premises (the “Rent Roll”), which, to Seller’s Knowledge, is true, accurate and complete as of the date thereof. To Seller’s Knowledge, except as set forth in the Rent Roll, there are no leases, subleases, licenses or other occupancy agreements which grant any possessory interest in and to any space situated on or in the Improvements. To Seller’s Knowledge, except as otherwise specifically set forth in the Rent Roll: (a) the Leases are in full force and effect; and (b) there are no leases with any affiliate(s) of Seller. To Seller’s Knowledge, Seller has provided (or, upon execution hereof, will provide) to Purchaser true, correct and complete copies of the Leases.

(5) Service Contracts. To Seller’s Knowledge, Exhibit B sets forth all of the Service Contracts presently outstanding or in effect with respect to the Premises. To Seller’s Knowledge, Seller has neither received nor given any written notice of material default under a Service Contract that remains uncured. To Seller’s Knowledge, Seller has provided (or, upon execution hereof, will provide) to Purchaser true, correct and complete copies of the Service Contracts.

(6) Notice of Violations. Seller has received no written notice:

A. from any governmental authority that either the Premises or the use thereof materially violates any laws, rules and regulations (including, without limitation, any environmental law) of any federal, state, county or city government or any agency, body, or subdivision thereof having any jurisdiction over the Property that have not been resolved to the satisfaction of the issuer of the notice; or

B.  concerning any change in the zoning classification of the Premises or any part thereof.

(7) Special Assessments. Except as shown in real estate tax bills for the Property, no special assessments for public improvements, nor, to Seller’s Knowledge, annual or special assessments arising under the Declaration, have been made against the Property which are unpaid, including, without limitation, those for construction or maintenance of roads, sewers, water lines, streets, sidewalks and curbs; and, to Seller’s Knowledge, no such special assessments for public improvements have been threatened in writing by any governmental authority.

(8)  Withholding Obligation. Seller is not a “foreign person” within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended.

(9)  Condemnation. Except for any condemnation proceedings for which Seller has not yet been served with process, there is no pending or, to Seller’s Knowledge, threatened (in writing) condemnation or similar proceedings affecting the Premises or any part thereof

(10)  Patriot Act Compliance. Neither Seller nor any person, group, entity or nation that Seller is acting, directly or indirectly, for or on behalf of, is named by any Executive Order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or is otherwise a banned or blocked person, group, entity, or nation pursuant to any law that is enforced or administered by the Office of Foreign Assets Control, and Seller is not engaging in this transaction, directly or indirectly, on behalf of, or instigating or facilitating this transaction, directly or indirectly, on behalf of, any such person, group, entity or nation. Seller is not engaging in this transaction, directly or indirectly, in violation of any laws relating to drug trafficking, money laundering or predicate crimes to money laundering. None of the funds of Seller have been or will be derived from any unlawful activity with the result that the investment of direct or indirect equity owners in Seller is prohibited by law or that the transaction or this Agreement is or will be in violation of law. Seller has and will continue to implement procedures, and has consistently and will continue to consistently apply those procedures, to ensure the foregoing representations and warranties remain true and correct at all times prior to Closing. Notwithstanding the foregoing, the foregoing representations and warranties made by CAF in this subparagraph (10) will not apply to (and CAF makes no representations or warranties in this subparagraph (10) with regard to) ether KSC Investment, LLC, a Delaware limited liability company, GSS Property Services XIV, Inc., a Delaware corporation, the direct or indirect owners of any interest in either such entity, or the members, managers, shareholders, owners, employees, agents, affiliates, representatives, or subsidiaries of any of the foregoing.

(11) Personal Property. The personal property to be transferred to Purchaser is free and clear of liens, security interests and other encumbrances arising by, through or under Seller, except as a result of instruments securing a loan that shall be paid in full by Seller at or prior to Closing.

(12) Third-Party Rights. Except for this Agreement, Seller has not entered into any agreements currently in effect pursuant to which Seller has granted any rights of first refusal to purchase all or any part of the Property, options to purchase all or any part of the Property or other rights whereby any individual or entity has the right to purchase all or any part of the Property.

For purposes of this Section 6(a), the term “Seller’s Knowledge” means the actual knowledge of Jack Alexander, and shall not be construed, by imputation or otherwise, to refer to the knowledge of any other officer, director, agent, manager, member, representative, employee or advisor of Seller, or impose upon Seller any duty to inquire into or investigate the matter to which such actual knowledge, or absence thereof, pertains. Further, CAF joins in the execution and delivery of this Agreement solely for the purpose of making the representations and warranties set forth in this Section 6(a) jointly and severally with Seller, agreeing to the terms and provisions of Section 9 and delivering the Representation Certificate at Closing.

(b)Purchaser’s Representations and Warranties. As a material inducement to Seller to execute this Agreement and consummate this transaction, Purchaser represents and warrants to Seller as follows:

(1)  Organization and Authority. Purchaser has been duly organized and is validly existing as a limited liability company and is registered to transact business as a foreign limited liability company under the laws of the State of Texas. Purchaser has the full right and authority and has obtained any and all consents required therefor to enter into this Agreement, consummate or cause to be consummated the purchase of the Property, and make or cause to be made the deliveries and undertakings contemplated herein or hereby. The person signing this Agreement on behalf of Purchaser is authorized to do so. This Agreement has been authorized and properly executed and constitutes the valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, and all of the documents to be delivered by Purchaser at the Closing shall be authorized and properly executed and shall constitute the valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with their terms.

(2)  ERISA. Purchaser is not (and, throughout the period transactions are occurring pursuant to this Agreement, will not be) and is not acting on behalf of (and, throughout the period transactions are occurring pursuant to this Agreement, will not be acting on behalf of) an “employee benefit plan” as defined in Section 3(3) of ERISA,

that is subject to Title I of ERISA, a “plan” as defined in and subject to Section 4975 of the Internal Revenue Code of 1986, as amended, or an entity deemed to hold the plan assets of any of the foregoing pursuant to 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA. Purchaser is either not, and is not using the assets of, a “governmental plan” as defined in Section 3(32) of ERISA or, if Purchaser is, or is using the assets of, a governmental plan, the transactions contemplated by this Agreement are not in violation of any laws applicable to Purchaser, regulating investments of, or fiduciary obligations with respect to, governmental plans.

(3)  Patriot Act Compliance. Neither Purchaser nor any person, group, entity or nation that Purchaser is acting, directly or indirectly, for or on behalf of, is named by any Executive Order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or is otherwise a banned or blocked person, group, entity, or nation pursuant to any law that is enforced or administered by the Office of Foreign Assets Control, and Purchaser is not engaging in this transaction, directly or indirectly, on behalf of, or instigating or facilitating this transaction, directly or indirectly, on behalf of, any such person, group, entity or nation. Purchaser is not engaging in this transaction, directly or indirectly, in violation of any laws relating to drug trafficking, money laundering or predicate crimes to money laundering. None of the funds of Purchaser have been or will be derived from any unlawful activity with the result that the investment of direct or indirect equity owners in Purchaser is prohibited by law or that the transaction or this Agreement is or will be in violation of law. Purchaser has and will continue to implement procedures, and has consistently and will continue to consistently apply those procedures, to ensure the foregoing representations and warranties remain true and correct at all times prior to Closing.

(4)  Conflicts. There is no agreement to which Purchaser is a party or, to Purchaser’s knowledge, that is binding on Purchaser which is in conflict with this Agreement or which would limit or restrict the timely performance by Purchaser of its obligations pursuant to this Agreement.

(c)Covenants of Seller. Seller covenants and agrees that during the period from the date of this Agreement through and including the Closing Date:

(1)  Seller will timely pay and perform its obligations in all material respects under the Leases and Assumed Service Contracts to be assumed by Purchaser pursuant hereto.

(2)  Following the date that is two (2) business days prior to the expiration of the Due Diligence Period, Seller will not enter into any contract (other than new Leases entered into in accordance with this Section 6(c)) that will be an obligation affecting the Property subsequent to the Closing Date except for contracts entered into in the ordinary course of business that are terminable without cause and without payment of a penalty on not more than 30-days’ notice. Promptly after receipt by Seller of a written request from Purchaser (which shall not be made more than one time after the Effective Date), Seller shall deliver or make available to Purchaser (a) an updated Rent Roll, and (b) copies of any new Service Contracts and/or Leases entered into after the Effective Date.

(3)  Following the expiration of the Due Diligence Period, Seller shall not, without Purchaser’s prior written consent, enter into any new Lease or renew (except for any renewals that become month-to-month leases for not more than five percent (5%) of the units at the Property) or extend any existing Lease (unless tenant has such right in its existing lease), unless the Lease is on Seller’s standard form, is for a period of not less than six (6) months and not more than fifteen (15) months, and at rental rates and containing only such tenant concessions as are consistent with Seller’s current practices.

(4)  Seller will not remove any Personal Property from the Premises except as may be required for necessary repair or replacement, and in the event of such replacement, the replacement shall be of materially equal or better quality and quantity as existed as of the time of its removal.

(5) Seller will continue to operate and maintain the Premises in accordance with Seller’s past practices; provided, however, that Seller shall not be required to make any capital expenditures in maintaining and operating the Premises, except consistent with Seller’s current practices to the extent necessary to protect life, safety and/or

health. Seller shall maintain in existence all licenses, permits and approvals that are now in existence with respect to, and are required for, the ownership and operation of the Premises and are of a continuing nature, if there are any that exist on the date hereof. Seller shall, or shall cause its property manager to operate and maintain the Property in accordance with Seller’s then current policies and procedures based on the guidance provided by the multi-family industry and the local laws, as modified by Seller from time to time, in response to the Covid-19 pandemic.

(6) Seller will maintain casualty insurance of a level and type consistent with the insurance maintained by Seller prior to the execution of this Agreement with respect to the Premises.

(7) After receipt of the Title Commitment, Seller will not do anything, nor authorize anything to be done, which would materially and adversely affect the condition of title as shown on the Title Commitment.

(8) Seller will terminate any terminable Service Contract that Purchaser, by written notice to Seller before the date that is two (2) business days prior to the end of the Due Diligence Period, requests Seller to terminate, provided, however, that Purchaser acknowledges and agrees that (i) all costs and expenses associated with any such termination shall be paid by Purchaser, (ii) any such termination may be conditioned on the completion of the Closing and (iii) any such termination shall be effective only after the end of any notice or grace period specified in the applicable Service Contract (which may not occur until after the Closing),

Any and all Service Contracts not fully and effectively terminated as of Closing as well as those that Purchaser is required to assume shall be assumed by Purchaser at Closing and shall be deemed an “Assumed Service Contract.” Notwithstanding the preceding sentence, Seller may elect to not assign any Service Contract that is a national or “portfolio” contract.

(9)  At Closing all rental units vacant for more than five (5) business days prior to Closing shall be delivered to Purchaser in “rent-ready” condition in accordance with Seller’s normal standard operating procedure. Notwithstanding the foregoing, if Seller fails to, or elects not to, deliver any such vacant unit in rent-ready condition, Seller shall provide Purchaser with a Five Hundred and No/100 Dollar ($500.00) credit per such vacant unit at Closing.

(d)Representation and Warranties Prior to Closing. The continued validity in all material respects of the foregoing representations and warranties shall be a condition precedent to the obligation of the party to whom the representation and warranty is given to close this transaction. If any of Seller’s representations and warranties shall not be true and correct at any time on or before the Closing in any material respect whether or not true and correct as of the Effective Date or whether any change in facts or circumstances has made the applicable representation and warranty no longer true and correct and regardless as to whether Purchaser becomes aware of such fact through Seller’s notification or otherwise, then Purchaser may, at Purchaser’s option, exercised by written notice to Seller (and as its sole and exclusive remedies), either (i) proceed with this transaction, accepting the applicable representation and warranty as being modified by such subsequent matters or knowledge and waiving any right relating thereto, if any, or (ii) only in the event such representation or warranty is no longer true and correct in any material and adverse respect, terminate this Agreement and declare this Agreement of no further force and effect and in which event the Earnest Money shall promptly be returned to Purchaser and Seller shall have no further liability hereunder by reason thereof. Seller shall have the right to update any of the representations, if necessary, in order to make the same true and correct as of the Closing Date by written instrument delivered to Purchaser at Closing setting forth such changes to factual matters. Notwithstanding the foregoing or anything to the contrary contained in this Section 6(d), Purchaser shall only be entitled to pursue the remedies afforded to Purchaser under Section 18 hereof (other than the termination of this Agreement and return of the Earnest Money, which is permitted as set forth above without the foregoing conditions) in the event any of Seller’s representations or warranties was untrue in any material respect on the date of this Agreement or became untrue, incomplete, or inaccurate in any material respect prior to Closing, due to the acts or omission of Seller; provided, however, Purchaser shall not be permitted to make a claim under Section 18 with respect to any breach of a representation or warranty caused by the act or omission of Seller to the extent that Chris Milner, representative of Purchaser, had actual knowledge of such breach prior to the Closing Date and fails to notify Seller of such breach within ten (10) days of obtaining knowledge thereof.

7.Due Diligence Period.

(a)Purchaser shall have a period ending at 5:00 p.m. Chicago time on January 31, 2021 (the “Due Diligence Period”), to examine, inspect, and investigate the Property and, in Purchaser’s sole judgment and discretion, to determine whether Purchaser wishes to proceed to purchase the Property.

(b)Purchaser in its sole and absolute discretion may terminate this Agreement for any reason or for no reason by giving written notice of such termination to Seller on or before the last day of the Due Diligence Period. If this Agreement is terminated pursuant to this Section 7, the Earnest Money shall be immediately refunded to Purchaser, and neither party shall have any further liability or obligation to the other under this Agreement except for the indemnity provisions set forth in Section 7(c) of this Agreement and any other provision of this Agreement that is expressly intended to survive the termination of this Agreement. If Purchaser does not timely elect to terminate this Agreement, then Purchaser shall be deemed to have elected to proceed to purchase the Property and this Agreement shall continue in full force and effect. If Purchaser elects to proceed (or is deemed to have elected to proceed) to purchase the Property, then except as otherwise expressly provided in this Agreement (including, without limitation, in Section 13), the Earnest Money shall be non-refundable.

(c)Subject to the rights of tenants under the Leases, Purchaser and its affiliates, and its and its affiliates’ partners, employees, officers, directors, legal counsel, agents, accountants, investors, lenders and consultants (collectively, “Purchaser’s Representatives ”), shall have reasonable access to the Premises for the purpose of conducting on a non-destructive basis, surveys, architectural, engineering, non-invasive geo-technical and environmental inspections and tests, and any other inspections, studies, or tests reasonably required by Purchaser. Purchaser shall give Seller not less than forty-eight (48) hours prior written or telephonic notice (which notice shall be to Jack Alexander by e-mail at jack@cafcapital.com and to Brooke Hendry by e-mail at brooke@cafmanagement.com before entering onto the Premises to perform inspections or tests, and (I) in the case of tests Purchaser shall specify to Seller the precise nature of the test to be performed, and (II) as a condition precedent to Purchaser’s and each of its agent’s and representative’s right to access the Property or to perform any such test or inspection, Purchaser shall deliver to Seller certificates of insurance naming Seller and Seller’s property manager as an additional insured and issued by reputable insurers authorized to do business in the State where the Premises is located having a rating of at least “A-VII” by A.M. Best Company evidencing (1) worker’s compensation insurance meeting the legally mandated limits of coverage, if any, and (2) commercial general liability insurance with limits of not less than One Million and No/100 Dollars ($1,000,000.00) per occurrence and Two Million and No/100 Dollars ($2,000,000.00) in the aggregate. Such examination of the physical condition of the Premises may include an examination for the presence or absence of hazardous or toxic materials, substances or wastes (collectively, “Hazardous Materials”), which shall be performed or arranged by Purchaser at Purchaser’s sole expense. Such examination shall be limited to non-invasive, non-destructive methods unless Seller otherwise consents in writing, which consent may be withheld or granted in Seller’s sole and unfettered discretion. Purchaser shall keep the Premises free and clear of any liens and will indemnify, protect, defend, and hold each Seller Related Party (defined below) harmless from and against all Claims (defined below) asserted against or incurred by any Seller Related Party as a result of any such entry by Purchaser, its agents, employees or representatives, including, without limitation, Claims sustained as a result of damage to the Premises and injury to persons and Claims incurred by Seller as a result of Purchaser’s breach of this Section 7(c). Notwithstanding the foregoing or anything to the contrary contained herein, Purchaser’s indemnification obligations pursuant to this Agreement shall in no event apply to (x) the mere discovery of a pre-existing environmental or physical condition at the Property, or (y) anything caused by the gross negligence or willful misconduct of Seller or any of its agents or employees. If any inspection or test disturbs the Premises, Purchaser will promptly restore the Premises to the same condition as existed prior to any such inspection or test. Purchaser and its agents, employees, and representatives may, upon not less than forty-eight (48) hours prior written or telephonic notice to Seller (given in the same manner as noted above in this paragraph), examine and make copies of all books and records and other materials relating to the condition of the Premises in Seller’s possession at the office where such records are maintained except for those that Seller, in its sole and absolute discretion, deems confidential or privileged. Any information provided to or obtained by Purchaser with respect to the Premises shall be subject to the provisions of Section 22(o) of this Agreement. Promptly after receipt of the written request of Seller, Purchaser shall deliver to Seller a complete copy of any written studies, reports, test results or similar documents prepared by or on behalf of Purchaser or its agents, provided, however, (i) Seller shall have no right to rely on such studies, reports, test result or similar documents and (ii) Purchaser shall have no obligation to deliver to Seller any internally prepared studies, reports,

test results or other documents which are confidential or proprietary. The obligations of Purchaser under this Section shall survive the Closing and the termination of the Agreement for a period of one (1) year.

8.As Is Sale; Release.

(a)By Closing this transaction, Purchaser will be deemed to have acknowledged and agreed that it has been given a full opportunity to inspect and investigate each and every aspect of the Property, either independently or through agents of Purchaser’s choosing, including, without limitation:

(1)  All matters relating to title, together with all governmental and other legal requirements such as taxes, assessments, zoning, use permit requirements and building codes.

(2)  The physical condition of the Premises, including, without limitation, the interior, the exterior, the structure, the paving, the utilities, environmental and all other physical and functional aspects of the Premises.

(3)  Any easements and/or access rights affecting the Premises, whether reflected in the Title Commitment, the Survey, or in any other survey obtained by or delivered to Purchaser.

(4)  The Leases and all matters in connection therewith, including, without limitation, the ability of the tenant thereunder to pay the rent.

(5)  The Service Contracts and any other documents or agreements of significance affecting the Property and furnished to Purchaser.

(b)PURCHASER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT SELLER IS SELLING AND PURCHASER IS PURCHASING THE PREMISES ON AN “AS IS WITH ALL FAULTS” BASIS AND THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT EXECUTED AND DELIVERED BY SELLER AT OR IN CONNECTION WITH CLOSING (COLLECTIVELY, THE “CLOSING DOCUMENTS”), PURCHASER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLER, ITS AGENTS, OR BROKERS AS TO ANY MATTERS CONCERNING THE PROPERTY, INCLUDING WITHOUT LIMITATION: (I) THE QUALITY, NATURE, ADEQUACY AND PHYSICAL CONDITION OF THE PREMISES, INCLUDING, BUT NOT LIMITED TO THE STRUCTURAL ELEMENTS, FOUNDATION, ROOF, APPURTENANCES, ACCESS, LANDSCAPING, PARKING FACILITIES AND THE ELECTRICAL, MECHANICAL, HVAC, PLUMBING, SEWAGE, AND UTILITY SYSTEMS, FACILITIES AND APPLIANCES, (II) THE QUALITY, NATURE, ADEQUACY, AND PHYSICAL CONDITION OF SOILS, GEOLOGY AND ANY GROUNDWATER, (III) THE EXISTENCE, QUALITY, NATURE, ADEQUACY AND PHYSICAL CONDITION OF UTILITIES SERVING THE PREMISES, (IV) THE DEVELOPMENT POTENTIAL OF THE PREMISES, AND THE PREMISES’ USE, HABITABILITY, MERCHANTABILITY, OR FITNESS, SUITABILITY, VALUE OR ADEQUACY OF THE PREMISES FOR ANY PARTICULAR PURPOSE, (V) THE ZONING OR OTHER LEGAL STATUS OF THE PREMISES OR ANY OTHER PUBLIC OR PRIVATE RESTRICTIONS ON USE OF THE PREMISES, (VI) THE COMPLIANCE OF THE PREMISES OR ITS OPERATION WITH ANY APPLICABLE CODES, LAWS, REGULATIONS, STATUTES, ORDINANCES, COVENANTS, CONDITIONS AND RESTRICTIONS OF ANY GOVERNMENTAL OR QUASI-GOVERNMENTAL ENTITY OR OF ANY OTHER PERSON OR ENTITY, (VII) THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS ON, UNDER OR ABOUT THE PREMISES OR THE ADJOINING OR NEIGHBORING PROPERTY, (VIII) THE QUALITY OF ANY LABOR AND MATERIALS USED IN ANY IMPROVEMENTS ON THE PREMISES, (IX) THE CONDITION OF TITLE TO THE PREMISES, (X) THE LEASES, SERVICE CONTRACTS AND ANY OTHER AGREEMENTS AFFECTING THE PREMISES AND (XI) THE ECONOMICS OF ANY PAST OR FUTURE OPERATIONS OF THE PROPERTY.

(c)AT CLOSING, PURCHASER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER’S

INVESTIGATIONS, AND PURCHASER (INCLUDING ANYONE CLAIMING THROUGH PURCHASER, INCLUDING ITS SUCCESSORS-IN-INTEREST AND ASSIGNS), SHALL BE DEEMED TO HAVE FULLY AND IRREVOCABLY WAIVED, RELINQUISHED AND RELEASED SELLER AND EACH OF ITS EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, MANAGERS, PARTNERS, REPRESENTATIVES, AGENTS, ATTORNEYS, AFFILIATES, PARENT ENTITIES, SUBSIDIARIES, SUCCESSORS AND ASSIGNS, AND ALL PERSONS, FIRMS, CORPORATIONS AND ORGANIZATIONS ACTING ON THEIR BEHALF (COLLECTIVELY, THE “SELLER RELATED PARTIES”) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES (COLLECTIVELY, “CLAIMS”), OF ANY AND EVERY KIND OR CHARACTER, WHETHER KNOWN OR UNKNOWN, DIRECT OR INDIRECT, FORESEEABLE OR UNFORESEEABLE, ABSOLUTE OR CONTINGENT, WHICH PURCHASER MIGHT HAVE ASSERTED OR ALLEGED AGAINST THE SELLER RELATED PARTIES AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS, AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY, EXCEPT AS EXPRESSLY SET FORTH OTHERWISE IN THIS AGREEMENT OR IN ANY OF THE CLOSING DOCUMENTS. WITHOUT LIMITING THE SCOPE OR GENERALITY OF THE FOREGOING RELEASE AND WAIVER PROVISIONS, AND SUBJECT TO THE LIMITATIONS SET FORTH ABOVE, THOSE PROVISIONS SHALL SPECIFICALLY INCLUDE AND COVER (1) ANY CLAIM FOR OR RIGHT TO INDEMNIFICATION, CONTRIBUTION, SUBROGATION OR OTHER COMPENSATION, INCLUDING ANY CLAIM BASED ON OR ARISING UNDER ANY ENVIRONMENTAL LAW NOW OR HEREAFTER IN EFFECT, AND (2) ANY CLAIM FOR OR BASED ON TRESPASS, NUISANCE, WASTE, NEGLIGENCE, ULTRA HAZARDOUS ACTIVITY, STRICT LIABILITY, INDEMNIFICATION, CONTRIBUTION OR OTHER THEORY ARISING UNDER THE COMMON LAW OF THE STATE OF WHERE THE PROPERTY IS LOCATED (OR ANY OTHER APPLICABLE JURISDICTION) OR ARISING UNDER ANY APPLICABLE LAW NOW OR HEREAFTER IN EFFECT. THE RELEASE BY PURCHASER UNDER THIS SECTION INCLUDES CLAIMS OF WHICH PURCHASER IS PRESENTLY UNAWARE OR WHICH PURCHASER DOES NOT PRESENTLY SUSPECT TO EXIST WHICH, IF KNOWN BY PURCHASER, COULD MATERIALLY AFFECT PURCHASER’S RELEASE OF SELLER. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE WAS NEGOTIATED TO REFLECT THAT THE PROPERTY IS BEING SOLD BY SELLER TO PURCHASER SUBJECT TO THE FOREGOING. THE PURCHASE PRICE WILL NOT BE INCREASED IF COSTS TO PURCHASER ASSOCIATED WITH THE PROPERTY PROVE TO BE LESS THAN ORIGINALLY ANTICIPATED NOR WILL THE PURCHASE PRICE BE REDUCED IF COSTS TO PURCHASER ASSOCIATED WITH THE PROPERTY OR PURCHASER’S PLANS FOR THE PROPERTY PROVE TO BE HIGHER THAN ORIGINALLY ANTICIPATED. PURCHASER ACKNOWLEDGES THAT (i) PURCHASER HAS READ AND FULLY UNDERSTANDS THE PROVISIONS OF THIS SECTION, INCLUDING EVERY SUBSECTION THEREOF, (ii) PURCHASER HAS HAD AMPLE OPPORTUNITY TO ASK QUESTIONS OF ITS INDEPENDENT LEGAL COUNSEL ABOUT THE MEANING AND SIGNIFICANCE OF ALL SUCH PROVISIONS, AND (iii) PURCHASER HAS ACCEPTED AND AGREED TO ALL SUCH PROVISIONS. THE PROVISIONS OF THIS SECTION SHALL EXPRESSLY SURVIVE THE CLOSING, NOT MERGE WITH THE PROVISIONS OF ANY CLOSING DOCUMENTS AND SHALL BE DEEMED INCORPORATED INTO THE DEED. PURCHASER ACKNOWLEDGES AND AGREES THAT THE RELEASES, WAIVERS AND DISCLAIMERS AND OTHER AGREEMENTS SET FORTH HEREIN ARE AN INTEGRAL PART OF THIS AGREEMENT AND THAT SELLER WOULD NOT HAVE AGREED TO SELL THE PROPERTY TO PURCHASER FOR THE PURCHASE PRICE WITHOUT THE RELEASES, WAIVERS AND DISCLAIMERS AND OTHER AGREEMENTS SET FORTH ABOVE. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN ANY CLOSING DOCUMENT, THE FOREGOING RELEASE SHALL IN NO EVENT APPLY TO (1) ANY CLAIM BY A THIRD PARTY UNRELATED TO PURCHASER RELATING TO THE PROPERTY AND RESULTING FROM THE NEGLIGENT ACTS OR OMISSIONS OR WILLFUL MISCONDUCT OF SELLER OR ANY OF ITS AGENTS OR EMPLOYEES OCCURRING PRIOR TO CLOSING DURING SELLER’S PERIOD OF OWNERSHIP OF THE PROPERTY, OR (2) ANY CLAIM BY A THIRD-PARTY BASED UPON STRICT LIABILITY AND RELATING TO THE PERIOD PRIOR TO CLOSING.

(d)TO THE EXTENT NOW OR HEREAFTER APPLICABLE, EACH PARTY HEREBY WAIVES ITS RIGHTS, IF ANY, UNDER THE DECEPTIVE TRADE PRACTICES – CONSUMER PROTECTION ACT, SECTION 17.41 ET SEQ., TEXAS BUSINESS & COMMERCE CODE, A LAW THAT GIVES CONSUMERS SPECIAL RIGHTS AND PROTECTIONS. AFTER CONSULTATION WITH AN ATTORNEY OF ITS OWN SELECTION, EACH PARTY VOLUNTARILY CONSENTS TO THIS WAIVER.

9. Survival of Representations and Warranties After Closing; Limitation of Seller’s Liability.

(a)The representations and warranties herein shall survive the Closing for a period of six (6) months (the “Limitation Period”), and any suit for breach must be filed within six (6) months of Closing or such claim shall be forever barred and CAF shall have no liability with respect thereto. Any claim for a breach of the representations and warranties of CAF or Seller made herein may only be made by Purchaser against CAF, and Seller shall have no liability with respect thereto from and after Closing.

(b)Purchaser shall provide written notice to CAF of any breach of any of CAF’s or Seller’s representations, warranties or covenants of which Purchaser acquires knowledge, through any means, at any time after the Closing Date but prior to the expiration of the Limitation Period, and shall allow CAF thirty (30) days within which to cure such breach, or, if such breach is susceptible of cure but cannot reasonably be cured within thirty (30) days after receipt of Purchaser’s notice, an additional reasonable time period, not to exceed an additional thirty (30) days, required to effect such cure so long as such cure has been commenced within such thirty (30) days and diligently pursued. If CAF fails to cure such breach after actual written notice and within such cure period, Purchaser’s sole remedy shall be an action at law for actual damages, which must be commenced, if at all, within the thirty (30) days after the expiration of the Limitation Period. Notwithstanding anything to the contrary contained herein, Purchaser shall not be permitted to make a claim against CAF under this Section 9 with respect to any matter that Chris Milner, representative of Purchaser, had actual knowledge of on or prior to the Closing Date. Notwithstanding anything to the contrary contained herein, Purchaser shall be deemed to have knowledge of any due diligence items located in the Dropbox virtual data room (located at https://www.dropbox.com/sh/7bvezflnf4x5aaw/AADKUgf7R257iDG3W0bK9hzda?dl=0) as of the expiration of the Due Diligence Period.

(c)Notwithstanding anything in this Section 9 to the contrary, (i) Purchaser shall not be entitled to make a claim against CAF for a violation of the representations, warranties, and covenants under this Agreement or in any document executed by CAF pursuant to this Agreement unless the amount of damages to Purchaser equals or exceeds Twenty-Five Thousand and No/100 Dollars ($25,000.00) in any one instance, and (ii) the cumulative, maximum amount of liability that CAF shall have to Purchaser for breaches of the representations, warranties and covenants under this Agreement and in any document executed by CAF pursuant to this Agreement shall not exceed one percent (1%) of the Purchase Price (the “Cap”). CAF hereby covenants and agrees that for the duration of the Limitation Period and until all timely asserted claims are resolved, CAF will make such arrangements as are necessary to ensure that CAF has the ability to meet its obligations under this Agreement with respect to the representations and warranties made by CAF in Section 6(a) of this Certificate, but CAF will not be required to hold liquid assets after Closing.

10.Closing. (a) The Closing shall be accomplished through the escrow referred to in Subsection (b) below, and shall take place on or before March 1, 2021 (the “Closing Date”), or such earlier date on which the parties shall mutually agree in writing, provided that all conditions precedent to the Closing have been fulfilled or have been waived in writing by the respective party entitled to waive the same. Notwithstanding the preceding sentence, Purchaser shall have a one-time right to extend the Closing Date to a business day no later than March 15, 2021, which right shall be exercisable by the delivery of written notice thereof to Seller and Title Insurer no later than five (5) business days before the originally scheduled Closing Date, and upon exercise of this right to extend, the Purchase Price shall, without further action required by either party hereto, increase by $195,000 to $56,695,000.

(b)On or prior to the Closing Date, the parties shall establish the usual form of deed and money escrow with the Title Insurer. Counsels for the respective parties are hereby authorized to execute the escrow trust instructions as well as any amendments thereto.

11.Conditions to Purchaser’s Obligation to Close. (a) Purchaser shall not be obligated to proceed with the Closing unless and until each of the following conditions has been either fulfilled or waived in writing by Purchaser:

(1)  This Agreement shall not have been previously terminated pursuant to any other provision hereof;

(2)  Seller shall have satisfied all of Seller’s material obligations under this Agreement and shall be prepared to deliver or cause to be delivered to Purchaser all instruments and documents to be delivered to Purchaser at the Closing pursuant to Section 14 and Section 16 or any other provision of this Agreement;

(3) All property managing services provided to the Premises under any property management agreement shall have been terminated on or prior to the Closing; and

(4)  Seller’s representations and warranties contained herein shall be true and correct in all material respects as of the Closing Date, except for such changes as are permitted pursuant to this Agreement.

(5)  The Title Insurer shall have committed irrevocably (subject only to the payment of any applicable premiums and other fees) to issue the Title Policy, in accordance with Section 13 below, and caused to be provided a closing protection letter.

(b)In the event that any of the foregoing conditions shall not have been fulfilled on or before the time for Closing hereunder, then subject to the provisions of Section 18(b) hereof, Purchaser may elect, upon written notice to Seller, to terminate this Agreement, in which event the Earnest Money shall be returned to Purchaser, and neither party shall have any further liability or obligation to the other, except for the provisions of this Agreement which are expressly stated to survive the termination of this Agreement.

12.Conditions to Seller’s Obligation to Close. (a) Seller shall not be obligated to proceed with the Closing unless and until each of the following conditions has been fulfilled or waived in writing by Seller:

(1)  Purchaser shall pay to Seller the Purchase Price and all other amounts to be paid to it at Closing pursuant to the provisions of this Agreement;

(2)  Purchaser shall have satisfied all of Purchaser’s material obligations under this Agreement and shall be prepared to deliver to Seller all instruments and documents to be delivered to Seller at the Closing pursuant to Section 15 and Section 16 or any other provision of this Agreement;

(3)  This Agreement shall not have been previously terminated pursuant to any other provision hereof; and

(4)  Purchaser’s representations and warranties contained herein shall be true and correct in all material respects as of the Closing Date.

(b)In the event that any of the foregoing conditions shall not have been fulfilled on or before the time for Closing hereunder, then subject to the provisions of Section 18(a) hereof, Seller may elect, upon written notice to Purchaser, to terminate this Agreement, in which event the Earnest Money shall be delivered to Seller, and neither party shall have any further liability or obligation to the other, except for the provisions of this Agreement which are expressly stated to survive the termination of this Agreement.

13.Title Insurance. (a) Within five (5) days of the date hereof, Seller shall cause to be delivered to Purchaser (i) a commitment for the Title Policy described in Subsection (b) below (the “Title Commitment”), together with all of the underlying documentation described in such Title Commitment, and (ii) Seller’s most recent survey of the Premises (the “Survey”). AS PROVIDED FOR IN THE TEXAS REAL ESTATE LICENSE ACT, PURCHASER IS ADVISED TO HAVE AN ABSTRACT OF TITLE WITH REGARD TO THE PROPERTY EXAMINED BY AN ATTORNEY OF ITS CHOICE, OR TO OBTAIN A POLICY OF TITLE INSURANCE.

(b)As a condition to Closing, Title Insurer shall commit to issue to Purchaser at Closing a Texas standard form Owner’s Policy of Title Insurance (the “Title Policy”) issued by Title Insurer, dated the day of Closing, in the full amount of the Purchase Price, subject only to the Permitted Exceptions (defined below). The Title Policy may contain any endorsements reasonably requested by Purchaser; provided, that if the Title Insurer is unable or unwilling to provide any of the foregoing endorsements to Purchaser’s Title Policy, Purchaser shall nevertheless be obligated to proceed to the Closing of the transactions contemplated by this Agreement.

(c)Prior to the expiration of the Due Diligence Period, Purchaser shall review title to the Premises as disclosed by the Title Commitment and the Survey and satisfy itself as to the availability from the Title Insurer of the Title Policy and all requested endorsements to such Title Policy. Purchaser shall have the right, at Seller’s sole cost and expense, to obtain an update of the Survey (any such update, a “New Survey”) at any time prior to the expiration of the Due Diligence Period, and promptly after receipt of written request from Seller, Purchaser shall deliver to Seller a complete copy of any such updated Survey.

(d)Should the Title Commitment, the Survey, or any New Survey contain any title exceptions or other matters which are not acceptable to Purchaser (collectively, “Objectionable Title and/or Survey Matters”), in its sole and absolute discretion, Purchaser shall, on or prior to the date that is two (2) business days following the Effective Date, notify Seller of any such Objectionable Title and/or Survey Matters. If Purchaser fails to so notify Seller of any Objectionable Title and/or Survey Matters, all exceptions and other matters appearing in the Title Commitment shall be deemed accepted by Purchaser and included as the “Permitted Exceptions”. If Purchaser timely notifies Seller in writing of any such Objectionable Title and/or Survey Matters (such writing, “Purchaser’s Title Notice ”), Seller, in Seller’s sole discretion, may, but shall have no obligation to remove or cure Objectionable Title and/or Survey Matters, except for (i) liens of an ascertainable amount created by Seller which can be cured with the payment of an ascertainable amount, including, without limitation, all liens of mortgages or deeds of trust, mechanics’ liens, attachments, judgments, liens to secure the payment of income taxes of Seller or Seller’s constituents, delinquent property tax and assessment liens against the Property, and (ii) any master lease between a Seller and its master lessee or any operating sublease between such master lessee and its operating sublessee, in each case related to or securing Seller’s master lease financing facility ownership structure (collectively, “Mandatory Cure Items”), which Mandatory Cure Items Seller shall cause to be released at the Closing or, if Purchaser consents in writing, which consent shall not be unreasonably withheld, conditioned, or delayed, affirmatively insured over by the Title Insurer. Seller shall be deemed to have given notice to Purchaser that Seller refuses to cure any such Objectionable Title and/or Survey Matters, which Seller may so do in its sole discretion, unless Seller, within two (2) business days after receipt of Purchaser’s Title Notice, shall notify Purchaser in writing (the “Seller’s Title Notice”) that Seller will either attempt or refuse to cure such Objectionable Title and/or Survey Matters prior to or concurrently with Closing. If Seller’s Title Notice indicates that Seller refuses to cure said Objectionable Title and/or Survey Matters (or if Seller is deemed to refuse to cure said Objectionable Title and/or Survey Matters), Purchaser may (a) terminate this Agreement on or prior to the expiration of the Due Diligence Period, and in either event the Earnest Money shall be returned to Purchaser, and neither party shall have further rights or obligations pursuant to this Agreement, except as expressly provided herein; or (b) if Purchaser fails to so terminate, Purchaser shall be deemed to have waived such Objectionable Title and/or Survey Matters and accept that title to the Property is subject thereto, in which event there shall be no reduction in the Purchase Price.

(e)Additional Exceptions. If at any time any supplement or amendment to the Title Commitment is issued prior to Closing and it shows any additional exceptions to title not shown in the Title Commitment not created by, through or under Purchaser, or any modification to the scope of the exceptions in the Title Commitment, or if any new matters or modifications to existing matters are shown in any update to the Survey or in any New Survey (collectively, “Additional Exceptions”) which are not acceptable to Purchaser, in Purchaser’s sole discretion, Purchaser shall have until the earlier of (i) five (5) business days from the date that Purchaser receives such supplement or amendment to the Title Commitment or (ii) the Closing Date to give the Seller further written notice of disapproval of such Additional Exceptions to title (“Purchaser’s Additional Notice”). Seller, may, on or prior to the earlier of (i) five (5) business days after receipt of Purchaser’s Additional Notice or (ii) the Closing Date (the “Seller’s Additional Notice Response Deadline”), notify Purchaser in writing (“Seller’s Additional Notice”) that Seller will either attempt or refuse to cure such Additional Exceptions prior to or concurrently with the Closing either by causing the same to be removed from title or, with Purchaser’s written consent not to be unreasonably withheld, condition or delayed, insured over by the Title Insurer, provided, however, Seller shall be obligated to cure or remove Mandatory Cure Items as provided above. If Seller’s Additional Notice indicates

that Seller refuses to cure said exceptions or if Seller has not delivered Seller’s Additional Notice on or prior to the Seller’s Additional Notice Response Deadline, Purchaser may (a) terminate this Agreement on or prior to the later of (i) two (2) business days after (x) receipt of Seller’s Additional Notice, or (y) Seller is deemed to have given notice that Seller refuses to cure such exceptions, or (ii) the Closing Date, and in either event the Earnest Money shall be returned to Purchaser and neither party shall have any further obligations or liabilities hereunder except those obligations and liabilities that expressly survive the Closing or termination hereof; or (b) if Purchaser fails to so terminate, Purchaser shall be deemed to have waived such exceptions and accept title subject thereto and such waived exceptions shall be considered Permitted Exceptions.

(f)Title Affidavit. Seller will provide the Title Insurer with a customary ALTA statement, personal undertaking or owner’s affidavit (collectively, an “Owner’s Affidavit”), in the form attached hereto as Exhibit J, which will permit the Title Insurer to remove the standard “mechanics lien” and “GAP” exceptions except for such exceptions that required the delivery of a survey and/or the performance of an inspection for removal.

(g)“Permitted Exceptions” shall mean: (1) any exception arising out of an act of Purchaser or its representatives, agents, employees or independent contractors; (2) zoning and subdivision ordinances and regulations affecting the Premises; (3) the specific exceptions in the Title Commitment and matters shown on the Survey (or any updated or New Survey) deemed “Permitted Exceptions” pursuant to Section 13(d) and Section 13(e) above; (4) real estate taxes and assessments not yet due and payable; (5) rights of tenants under the Leases; and (6) the standard exclusions from coverage set forth in the Title Policy that cannot be removed by the delivery of an owner’s affidavit.

14.Documents to be Delivered to Purchaser at Closing. At Closing, Seller shall deliver or cause to be delivered to Purchaser each of the following instruments and documents:

(a)Deed. The Deed, in substantially the form attached hereto as Exhibit C.

(b)Bill of Sale. The Bill of Sale covering the Personal Property, in substantially the form attached hereto as Exhibit D.

(c)Assignment of Leases and Service Contracts and Intangible Property. An Assignment of Leases, Service Contracts, and Intangible Property in substantially the form attached hereto as Exhibit E, which form shall be modified to include an assumption by Purchaser and an acknowledgement of receipt by Purchaser of the security deposits being assigned at Closing, transferring and assigning to Purchaser, to the extent the same are assignable, all right, title and interest of Seller in the Leases, the Assumed Service Contracts and the other property described therein.

(d)[Intentionally Omitted.]

(e)FIRPTA. An affidavit, in substantially the form attached hereto as Exhibit F, stating Seller’s U.S. taxpayer identification number and that Seller is a “United States person”, as defined by

Internal Revenue Code Section 1445(f)(3) and Section 7701(b).

(f)Owner’s Affidavit. The Owner’s Affidavit materials referred to in Section 13(f) above.

(g)CAF’s Representation Certificate. A certificate, executed by CAF, certifying that all representations and warranties of Seller and CAF set forth in Section 6(a) remain true and correct, in substantially the form attached hereto as Exhibit H (identifying any changes or inaccuracies in such representations and warranties).

(h)Termination of Management Agreement. Evidence of the termination of Seller’s existing management agreement for the Premises.

(i)Service Contracts.  Evidence of the notices of termination given by Seller pursuant to Section 6(c)(8) hereof.

(j)Evidence of Authority.  Documentation to establish to the Title Insurer’s reasonable

satisfaction the due authorization of Seller’s consummation of the transactions contemplated hereby, including Seller’s execution of this Agreement and the Closing Documents required to be delivered by Seller.

(k)Keys and Original Documents. Keys to all locks on the Premises in Seller’s or Seller’s property manager’s possession and originals or, if originals are not available, copies, of all of the Leases, Service Contracts, and other Property documents (including, without limitation, warranties, guaranties, certificates, licenses, permits, authorizations and approvals), to the extent not previously delivered to Purchaser and in Seller’s possession or control.

(l)Rent Roll. An updated Rent Roll.

(m)[Intentionally Omitted].

(n)Other Deliveries. Such other documents and instruments as may be required by any other provision of this Agreement or as may reasonably be required to carry out the terms and intent of this Agreement.

15.Documents to be Delivered to Seller at Closing. At Closing, Purchaser shall deliver or cause to be delivered to Seller each of the following instruments, documents and amounts:

(a)Purchase Price. The Purchase Price calculated and delivered pursuant to Section 5 hereof, subject to adjustment and proration as provided in Section 17 below.

(b)[Intentionally Omitted.]

(c)Assignment of Leases and Service Contracts. A counterpart of the Assignment of Leases and Service Contracts, in the form attached hereto as Exhibit E.

(d)Other Documents. Such other documents and instruments as may be required by any other provision of this Agreement or as may reasonably be required to carry out the terms and intent of this Agreement.

16.Documents to be Delivered by Seller and Purchaser at Closing. At Closing, Purchaser and Seller shall deliver or cause to be delivered each of the following instruments and documents:

(a)Settlement Statement. A fully executed settlement statement.

(b)Notice to Tenants. A notice to each of the tenants under the Leases in effect on the Closing Date in the form attached hereto as Exhibit G (collectively, the “Tenant Notices”), which Tenant Notices Seller shall prepare and deliver to each tenant at the Premises following Closing.

17.Prorations and Adjustments. (a) The following items shall be prorated and adjusted between Seller and Purchaser as of 11:59 a.m. on the date immediately preceding Closing, except as otherwise specified:

(1) Taxes and Assessments. Real estate and personal property taxes and assessments, including, without limitation, any assessments, charges or other fees pursuant to the Declaration of Covenants, Conditions, and Restrictions for Beltwood North Business Park filed March 14, 1978 in Volume 78050, Page 9 of the Dallas County, Texas real property records, as amended from time to time (the “Declaration”), due and payable with respect to the Property with respect to the calendar year in which Closing occurs shall be prorated based on the portion of the calendar year which has elapsed prior to the Closing Date. If the amount of the real estate tax bill and/or the personal property tax bill for the year in which the Closing occurs has not been determined as of Closing, the proration credit shall be based on the most recently issued tax bill, and such proration shall be re-prorated upon issuance of the final tax bill. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves within thirty (30) days after Purchaser receives the final tax bill. Seller shall pay, prior to Closing, any special assessments against the Property which are due and payable prior to Closing and Purchaser shall be responsible for all special assessments due and payable on or after the Closing. Subject to any proration or reproration provision set forth in

this Section 17(a)(1), Purchaser shall be solely responsible for paying all tax bills for the Property which are due and payable after the Closing. This Section 17(a)(1) shall survive Closing until the date that is thirty (30) days after Purchaser receives the final tax bill for the year during which Closing occurs, or, with respect to any special assessments due and payable with respect to the year during which Closing occurs or any prior year, thirty (30) days after Purchaser receives written notice thereof.

(2) Tax Refunds. Any refund or credit attributable to Seller’s overpayment of taxes and assessments payable prior to the Closing Date is the property of Seller, and any refund or credit attributable to the overpayment of taxes and assessments payable with respect to calendar year 2021, less any attorneys’ fees or costs payable with respect of such taxes and assessments shall be allocated between Seller and Purchaser based upon their respective periods of ownership. Purchaser shall promptly remit to Seller any refunded amounts allocable to Seller, regardless of whether or not any such refund is in the form of a cash rebate or a credit against future taxes and assessments. The provisions of this Section 17(a)(2) shall survive Closing.

(3) Utilities. All utilities shall be prorated based upon estimates using the most recent actual invoices. Seller shall receive a credit for the amount of deposits, if any, with utility companies that are transferable and that are assigned to Purchaser at the Closing. In the case of non-transferable deposits, Purchaser shall be responsible for making any security deposits required by utility companies providing service to the Premises. With respect to any utility payment made by Seller for which tenants must reimburse Seller pursuant to a resident utility billing system, but which reimbursement shall not be due and payable until after Closing: (a) Seller shall receive a credit at Closing in an amount equal to (i) the number of days before Closing for which Seller has not been so reimbursed by tenants (the “Trailing Period”), multiplied by (ii) the daily average of tenant reimbursement for such utility, as determined by the most recent three (3) consecutive collection periods of such reimbursement from tenants immediately preceding the Trailing Period, and (b) within ninety (90) days after the date on which the last reimbursement by tenants relating

to the Trailing Period becomes due and payable (the “Trailing Period Due Date”), Seller and Purchaser shall reconcile such credit by making all necessary adjustments by appropriate payments between themselves as determined by the actual collections from residents for such utilities. The provisions of this Section 17(a)(3) shall survive Closing for a period of ninety (90) days following the Trailing Period Due Date.

(4) Collected Rent; Leasing Commissions. Purchaser shall receive a credit for any rent and other income (and any applicable state or local tax on rent) under Leases collected by Seller before Closing that applies to any period after Closing. Uncollected rent and other uncollected income shall not be prorated at Closing. After Closing, Purchaser shall apply all rent and income collected by Purchaser from a tenant (x) first to such tenant’s rental obligations for the month in which the Closing occurs, (y) next to such tenant’s monthly rental for the month in which the payment is made, and (z) then to arrearages in the reverse order in which they were due, remitting to Seller, after deducting collection costs, any rent or expense reimbursements properly allocable to Seller’s period of ownership. Purchaser shall bill and use commercially reasonable efforts to collect such rent arrearages in the ordinary course of business, but shall not be obligated to engage a collection agency or take legal action to collect any rent arrearages. Any rent or other income received by Seller after Closing which are owed to Purchaser shall be remitted to Purchaser promptly after receipt. Leasing commissions and finders fees payable with respect to Leases under which the tenant has moved in prior to the Closing Date shall be paid by Seller, and leasing commissions or finders fees payable with respect to Leases under which the tenant moves in on or after the Closing Date shall be paid by Purchaser. The provisions of this Section 17(a)(4) shall survive Closing for a period of sixty (60) days.

(5) Tenant Security Deposits. All unapplied tenant security deposits (and interest thereon if required by law or contract to be earned thereon) under the Leases held by Seller at Closing, shall be credited to Purchaser at Closing. Purchaser covenants and agrees with Seller that Purchaser will hold, administer and apply all such unapplied tenant security deposits in accordance with applicable law. The foregoing covenant shall survive Closing for the period during which Purchaser owns the Property. Notwithstanding the preceding sentences of this paragraph, Seller shall retain, and Purchaser shall not receive any credit for, any non-refundable tenant fees,

including, without limitation, payments made under the Sure Deposit or Lease Protect programs, cleaning fees, redecorating fees and pet fees.

(6)  Service Contracts. With respect to Assumed Service Contracts, Seller shall receive a credit for prepaid charges and premiums applicable to Purchaser’s period of ownership.

(7)  Owner Deposits. Seller shall be entitled to the return of all bonds, deposits, letters of credit, set aside letters or other similar items, if any, that are outstanding with respect to the Premises that have been provided by Seller or any of its affiliates, agents or investment advisors to any governmental agency, public utility, or similar entity (collectively, “Owner Deposits”). Purchaser shall replace such Owner Deposits and obtain the release of Seller (or its affiliates) from any obligations under such Owner Deposits. To the extent that any funds are released as a result of the termination of any Owner Deposits for which Seller did not receive a credit, such funds shall be delivered to Seller immediately upon their receipt. The provisions of this Section 17(a)(7) shall survive Closing for a period of sixty (60) days.

(8)  Tax Protests. If, for any year prior to the tax year during which Closing occurs, there are any tax protests filed, or abatement application proceedings pending at any time before or after Closing with respect to the Property, Seller shall have the right to settle such protests or proceedings so long as such settlement does not include any agreement as to the valuation of the Property for real estate tax purposes for the period after Closing (otherwise, Seller shall not settle the same without Purchaser’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed). All amounts recovered as a result thereof, whether by settlement or otherwise, shall, net of Seller’s attorneys’ fees and other expenses, be apportioned as of the Closing for the tax year in which Closing occurs, and paid, when received, to the parties entitled thereto, provided, however, that to the extent any such amounts are payable to tenants pursuant to the terms of the Leases, such amounts shall be promptly paid over to such tenants. To avoid doubt, if Purchaser receives any such amount due to Seller, then Purchaser shall promptly deliver the same to Seller. The provisions of this Section 17(a)(8) shall survive Closing.

(b)Final Prorations. There shall be no readjustment of any prorations after the Closing and all such prorations shall be final, except as expressly set forth in Section 17(a) above.

18.Default; Termination. (a) If Purchaser defaults hereunder, then Seller’s sole remedy shall be to terminate this Agreement by giving written notice thereof to Purchaser, whereupon the Earnest Money shall be promptly paid to and retained by Seller as liquidated damages as Seller’s sole and exclusive remedy, and neither party shall have any further liability or obligation to the other, except for those that expressly survive the termination of this Agreement. The parties acknowledge and agree that Seller’s actual damages in the event of purchaser’s default are uncertain in amount and difficult to ascertain and that said amount of liquidated damages was reasonably determined.

(b)If Seller defaults hereunder with respect to its obligations to convey the Property at Closing pursuant to the terms of this Agreement, Purchaser may, at its sole election, either:

(1) Terminate this Agreement, whereupon the Earnest Money shall be promptly returned to Purchaser, Seller shall reimburse Purchaser for its third party costs and expenses (including, without limitation, reasonable attorneys’ fees) incurred in connection with this Agreement, its due diligence investigations of the Property and any other costs or expenses incurred by Purchaser in connection with the transaction contemplated herein, up to a maximum amount of $100,000 and neither party shall have any further liability or obligation to the other, except for the provisions of this Agreement which are expressly stated to survive the termination of this Agreement; or

(2) Assert and seek judgment against Seller for specific performance; provided, however, in the event specific performance is not available to Purchaser because of the actions or omissions of Seller, Purchaser shall have the right to pursue any and all remedies available at law or in equity for actual damages, provided that in no event shall Purchaser be entitled to punitive, consequential, or special damages;

provided that the foregoing shall be Purchaser’s sole and exclusive remedies, and the exercise of one of such remedies by Purchaser shall be deemed an election of remedies, and shall preclude Purchaser from the exercise of the other such remedy.

19.Expenses. (a) The base premium for title insurance for the Title Policy (except extended coverage and for any endorsements Purchaser requests or any charges in connection with any lender’s policy), one-half (1/2) the cost of recording fees payable with respect to the Deed, costs related to the Survey and any New Survey, all recording fees payable with respect to any instruments required to discharge or otherwise cure any Mandatory Cure Items, and one-half (½) of the escrow fee shall be borne and paid by Seller.

(b)One-half (1/2) the cost of recording fees payable with respect to the Deed and the cost of recording any documents related to Purchaser’s financing, if any, any extended coverage and endorsements Purchaser requests for its Title Policy, any charges in connection with any lender’s title policy, any taxes, fees or charges, including, without limitation, intangibles recording taxes relating to any mortgage, in connection with any financing obtained by Purchaser, the recordation of any documents in connection therewith, and any title charges with respect to the loan policy or any endorsements thereto, and one-half (½) of the escrow fee shall be borne and paid by Purchaser (so, to avoid doubt, if Purchaser requests any additional coverage or endorsements, Purchaser shall pay all fees and additional premiums charged by the Title Insurer in connection with such additional coverage or endorsements).

(c)All other costs, charges, and expenses shall be borne and paid as provided in this Agreement, or in the absence of such provision, in accordance with custom.

20.Intermediaries. Seller represents to Purchaser, and Purchaser represents to Seller, there is no broker, finder, or intermediary of any kind with whom such party has dealt in connection with this transaction. Except as expressly set forth above, if any claim is made for broker’s or finder’s fees or commissions in connection with the negotiation, execution or consummation of this Agreement or the transactions contemplated hereby, each party shall defend, indemnify and hold harmless the other party from and against any such claim based upon any statement, representation or agreement of such party, which obligation shall survive Closing.

21.Destruction of Improvements. (a) If, prior to Closing, any of the improvements on the Premises are damaged or destroyed such that (i) the cost of repair or replacement of such improvements is reasonably likely to exceed an amount equal to One Million Five Hundred Thousand Dollars ($1,500,000.00) as estimated by a third party reasonably acceptable to both parties, or (ii) the casualty is an uninsured or underinsured casualty and Seller, in its sole and absolute discretion, does not elect to cause the damage to be repaired or restored or give Purchaser a credit at Closing for such repair or restoration (“Material Damage”) or a material part of the Property is condemned (or a condemnation proceeding is commenced or threatened in writing against a material part of the Property) by a governmental or quasi-governmental agency with the power of eminent domain (“Condemnation”), then:

(1) Purchaser may elect, within fourteen (14) days from and after said Material Damage, or notice of such Condemnation, by written notice to Seller, to terminate this Agreement, and if necessary the time of Closing shall be extended to permit such election. In the event of an election to terminate, the Earnest Money shall be returned to Purchaser and, except for the provisions of this Agreement that expressly survive Closing or earlier termination of this Agreement, this Agreement shall be void and of no further force and effect, and neither party shall have any liability to the other by reason hereof; or

(2) In the event Purchaser does not timely elect to terminate pursuant to Subsection (1) above, the transaction contemplated hereby shall be closed without a reduction in the Purchase Price, and Seller shall effectively assign to Purchaser Seller’s rights in any insurance proceeds or Condemnation award to be paid to Seller in connection with such Material Damage or Condemnation, and, in the case of Material Damage, Seller shall pay or credit to Purchaser an amount equal to the deductible under Seller’s policy of casualty insurance (plus, if applicable, a credit in the amount of any insufficiency in the insurance proceeds to restore the damage) and Seller shall execute and deliver to Purchaser all required proofs of loss, assignments of claims and other similar items in forms reasonably acceptable to Seller. In such event, any title exception arising by reason of said damage, destruction or Condemnation shall be deemed a Permitted Exception under Exhibit B to the Deed.

(b)If, prior to Closing, any of the improvements on the Premises are damaged or destroyed and such damage is not Material Damage or a non-material part of the Property is condemned (or a condemnation proceeding is commenced

or threatened in writing against a non-material part of the Property), Purchaser shall remain obligated to close hereunder with no abatement in the Purchase Price. At Closing, Seller shall effectively assign to Purchaser Seller’s rights in any insurance proceeds or condemnation award to be paid to Seller in connection with such damage, destruction or condemnation, and Purchaser shall receive a credit against the Purchase Price in an amount equal to the deductible amount under Seller’s casualty insurance policy (plus, if applicable, a credit in the amount of any insufficiency in the insurance proceeds to restore the damage, at Seller’s election, in Seller’s sole discretion).

(c)For purposes of this Section, a “material” condemnation shall be a condemnation or other eminent domain proceeding that (i) would reasonably result in a reduction of the value of the Property in an amount greater than One Million Five Hundred Thousand Dollars ( $1,500,000.00) or (ii) would take any parking that would permanently reduce the number of parking spaces below those required to comply with applicable Laws or result in the permanent loss of access to the Property from a public street.

22.General Provisions.

(a)Entire Agreement. This written Agreement, including all Exhibits attached hereto and documents to be delivered pursuant hereto, shall constitute the entire agreement and understanding of the parties, and there are no other prior or contemporaneous written or oral agreements, undertakings, promises, warranties, or covenants not contained herein.

(b)Amendments in Writing. This Agreement may be amended only by a written memorandum subsequently executed by all of the parties hereto.

(c)Waiver. No waiver of any provision or condition of this Agreement by any party shall be valid unless in writing signed by such party. No such waiver shall be taken as a waiver of any other or similar provision or of any future event, act, or default.

(d)Time of the Essence. Time is of the essence of this Agreement. In the computation of any period of time provided for in this Agreement or by law, any date falling on a Saturday, Sunday or legal holiday when banks are not open for business in Texas shall be deemed to refer to the next day which is not a Saturday, Sunday, or legal holiday when banks are not open for business in Texas.

(e)Severability. In the event that any provision of this Agreement shall be unenforceable in whole or in part, such provision shall be limited to the extent necessary to render the same valid, or shall be excised from this Agreement, as circumstances require, and this Agreement shall be construed as if said provision had been incorporated herein as so limited, or as if said provision has not been included herein, as the case may be.

(f)Headings. Headings of sections are for convenience of reference only, and shall not be construed as a part of this Agreement.

(g)Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefits of the parties hereto, and their respective successors, and assigns, provided, however, that, except to any entity which is owned in part, directly or indirectly, by Christopher A. Faulkner, to which Purchaser may assign this Agreement with no later than five (5) business days prior written notice to Seller, this Agreement may not be assigned by Purchaser without the prior express written consent of Seller. Purchaser shall not be released of any liability under this Agreement upon an assignment and Purchaser and any assignee of Purchaser shall remain jointly and severally liable for all of Purchaser obligations under this Agreement.

(h)Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be (a) [intentionally omitted], (b) sent by Federal Express, UPS or other recognized overnight courier service for next business day delivery, or (c) by emailing a .pdf file to the parties as follows:

IF TO SELLER:

Keller Springs Propco, Inc.

c/o CAF Capital Partners

2600 Network Blvd., Suite 590

Frisco, TX 75034

Attn: Chris Faulkner

with a copy to:

Thompson & Knight LLP

1722 Routh Street, Suite 1500

Dallas, Texas 75201

Attn: Paul Comeaux

Email: paul.comeaux@tklaw.com

and to:

c/o Saradar Family Office SAL

Tabaris 812 Bldg, Charles Malek Avenue

Ashrafieh – Beirut, Lebanon

Attn: Mohamad Abouchalbak and Tarek Germanos

Email: mac@sfogroup.com and t.germanos@sfoinvest.com

with a copy to:

King & Spalding LLP

300 S Tryon Street, Suite 1700

Charlotte, North Carolina 28202

Attention: Christopher D. McCoy

Email: cmmcoy@kslaw.com

IF TO CAF:

Keller Springs Propco, Inc. c/o CAF Capital Partners 2600 Network Blvd., Suite 590 Frisco, TX 75034

Attn: Chris Faulkner

with a copy to:

Thompson & Knight LLP

1722 Routh Street, Suite 1500

Dallas, Texas 75201

Attn: Paul Comeaux

Email: paul.comeaux@tklaw.com

IF TO PURCHASER:

CAF CAPITAL PARTNERS, LLC

2600 Network Boulevard, Suite 590

Frisco, Texas 75034

Attn.: Jack Alexander

Telephone: (469) 305-7199

Email: jack@cafcapital.com

with a courtesy copy to:

Cantor Fitzgerald, L.P. 110 East 59th Street

New York, New York 10022

Attn: Chris Milner and Matthew Keefer

Email: cmilner@cantor.com and mkeefer@cantor.com

And to:

Cantor Fitzgerald, L.P.

110 East 59th Street

New York, New York 10022

Attn.: Legal Department

Email: jjones@cantor.com

And to:

Haynes and Boone, LLP

2323 Victory Avenue, Suite 700

Dallas, Texas 75219

Attn.: Keenan L. Kolendo

Email: Keenan.Kolendo@haynesboone.com

or to such additional or other persons, at such other address or addresses as may be designated by notice from Purchaser or Seller, as the case may be, to the other. Notices by overnight courier shall be deemed given and effective on the first business day following the delivery thereof to Federal Express, UPS or another recognized overnight courier service. Notices by email shall be deemed given and effective on the date of transmission provided that the transmission of such email is complete on or before 5:00 p.m. Chicago time on such date (completion of transmission shall be evidenced by such email appearing in the sender’s “sent” email box as sent before such time, and if transmission is completed after 5:00 p.m. Chicago time, then such notice shall be deemed given and effective upon the next day) . Any notice hereunder may be delivered by a party’s counsel until such time as that party notifies the other in writing that their counsel no longer has authority to do so on its behalf and such notices shall have the same effect as if in fact given by the party on whose behalf it is given.

(i)Governing Law. This Agreement shall be governed in all respects by the internal laws of the State of Texas.

(j)Counterparts. This Agreement may be executed in any number of identical counterparts, any or all of which may contain the signatures of less than all of the parties, and all of which shall be construed together as but a single instrument. Any signature delivered by electronic mail transmission shall be deemed to be an original signature hereto.

(k)Attorneys’ Fees. In the event of any action or proceeding brought by either party against the other under this Agreement, the prevailing party shall be entitled to recover all costs and expenses including its attorneys’ fees in such action or proceeding in such amount as the court may adjudge reasonable. The prevailing party shall be determined by the court based upon an assessment of which party’s major arguments made or positions taken in the proceedings could fairly be said to have prevailed over the other party’s major arguments or positions on major disputed issues in the court’s decision. If the party which shall have commenced or instituted the action, suit or proceeding shall dismiss or discontinue it without the concurrence of the other party, such other party shall be deemed the prevailing party.

(l)Construction. This Agreement shall not be construed more strictly against Seller merely by virtue of the fact that the same has been prepared by Seller or its counsel, it being recognized both of the parties hereto have contributed substantially and materially to the preparation of this Agreement. All words herein which are expressed in the neuter gender shall be deemed to include the masculine, feminine and neuter genders and any word herein which is expressed in the singular or plural shall be deemed, whenever appropriate in the context, to include the plural and the singular.

(m) No Recording of Agreement. Neither this Agreement nor any memorandum or evidence hereof shall be recorded in any public records by Purchaser; provided, however, the foregoing shall in no event restrict Purchaser from filing a lis pendens in connection with any action for specific performance pursuant to Section 18 above. If so recorded by Purchaser, this Agreement shall be deemed ipso facto canceled and terminated, the Earnest Money shall thereupon be forfeited to Seller, and Purchaser shall have no further interest in the Premises, pursuant to this Agreement or otherwise.

(n)Full Performance. The delivery of the Deed by Seller and the delivery of possession of the Property to Purchaser shall be deemed the full performance and discharge of every obligation on the part of the Seller to be performed hereunder, except those obligations of Seller which are expressly stated in this Agreement to survive the Closing.

(o)Confidentiality. Purchaser and Purchaser’s Representatives shall hold in strictest confidence all data and information provided to Purchaser by or on behalf of Seller with respect to the operation and management of the Property, whether obtained before or after the execution and delivery of this Agreement, and shall not use such data or information for purposes unrelated to this Agreement or disclose the same to others except as expressly permitted hereunder. The preceding sentence shall not be construed to prevent Purchaser from disclosing (i) to its prospective lenders or investors, or to its officers, directors, attorneys, accountants, architects, engineers and consultants to perform their designated tasks in connection with Purchaser’s inspection of the Property, and (ii) to any broker dealer or registered investment advisor in connection with Purchaser’s business, provided Purchaser advises any such party of the confidential nature of the information disclosed. However, neither party shall have this obligation concerning information which: (a) is published or becomes publicly available through no fault of either the Purchaser or Seller; (b) is rightfully received from a third party; or (c) is required to be disclosed by law. In addition, notwithstanding anything to the contrary contained herein, Seller acknowledges and agrees that Purchaser and Purchaser’s Representatives may, without notice to or consent from Seller, communicate with any municipal or other governmental officials to the extent necessary in connection with obtaining and reviewing a customary zoning report for the Property. In the event this Agreement is terminated or Purchaser fails to perform hereunder, Purchaser shall promptly return to Seller or destroy any statements, documents, schedules, exhibits or other written information obtained from Seller in connection with this Agreement or the transactions contemplated hereby; provided, however, Purchaser may retain copies of such materials and information to the extent required pursuant to any applicable law, rule or regulation or internal record retention policy, provided further the same shall remain confidential in accordance with this Section 22(o). In the event of a breach or threatened breach by Purchaser or its agents, consultants and/or lenders of this paragraph, Seller shall be entitled to seek an injunction restraining Purchaser from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting Seller from pursuing any other available remedy at law or in equity for such breach or threatened breach. This Section 22(o) shall survive termination of this Agreement for a period of two (2) years, but shall not survive Closing.

(p)Disclosures. Each hereby agrees that it shall not issue a press release or make any other public disclosure with respect to the transaction contemplated hereunder without the prior written consent of the other party, which consent may be granted or withheld in such party’s sole and absolute discretion. Each party shall cause its representatives, agents, employees, brokers, directors, contractors, members and affiliates to comply with the provisions of this Section 22(p).

(q)Exculpation of Related Parties. Notwithstanding anything to the contrary contained in this Agreement or in any of the documents executed pursuant to this Agreement (this Agreement and said documents being hereinafter collectively referred to as the “Documents”) or provided under or required by law, the Documents shall not be binding on the members, partners, shareholders, beneficiaries, or any other direct or indirect equity holders of Seller, or any of their managers, employees, advisors, representatives or other agents or affiliates, but shall only be binding on Seller and its assets, subject to the other limitations set forth herein. No present or future partner, member, manager, director, officer, shareholder, employee, advisor, affiliate or agent of or in Seller or any affiliate of Seller shall have any personal liability, directly or indirectly, under or in connection with this Agreement or any agreement made or entered into under or in connection with the provisions of this Agreement, or any amendment or amendments to any of the foregoing made at any time or times, heretofore or hereafter, and Purchaser and its successors and assigns and, without limitation, all other persons and entities, shall look solely to Seller’s assets for the payment of any claim or for any performance, and Purchaser hereby waives any and all such personal liability. For purposes of this paragraph, no negative capital account or any contribution or payment obligation of any partner or member in Seller shall constitute an asset of Seller. The limitations of liability contained in this paragraph shall survive the termination of this Agreement and the Closing as applicable, and are in addition to, and not in

limitation of, any limitation on liability applicable to Seller provided elsewhere in this Agreement or by law or by any other contract, agreement or instrument.

(r)Limitation on Damages. Notwithstanding any provision of this Agreement to the contrary, in no event shall Purchaser or Seller be liable hereunder for punitive, special, indirect or consequential damages.

(s)Texas Disclosure and Acknowledgment Regarding Lead Paint.

(1)  Every purchaser of any interest in residential real property on which a residential dwelling was built prior to 1978 is notified that such property may present exposure to lead from lead-based paint that may place young children at risk of developing lead poisoning. Lead poisoning in young children may produce permanent neurological damage, including learning disabilities, reduced intelligence quotient, behavioral problems, and impaired memory. Lead poisoning also poses a particular risk to pregnant women. The seller of any interest in residential real property is required to provide the Purchaser with any information on lead-based paint hazards from risk assessments or inspections in the seller’s possession and notify the Purchaser of any known lead-based paint hazards. A risk assessment or inspection for possible lead-based paint hazards is recommended prior to purchase.

(2)  Seller certifies that it has disclosed to Purchaser all information known to Seller regarding the presence of lead-based paint and lead-based paint hazards within this target housing. Seller does not have in its possession any other lead-hazard reports based on lead-based paint inspections, assessments, or abatements with respect to the Property. Seller hereby provides Purchaser with the following link to the website of the U.S. Environmental Protection Agency web pamphlet “Protect Your Family from Lead in Your Home”: http://www.pueblo.gsa.gov/cic_text/housing/finlead/leadhelp.html.

(3) Seller is aware that federal laws require Seller to permit Purchaser a 10-calendar day period to conduct a risk assessment or inspection for the presence of lead-based paint hazards before becoming obligated under a contract to purchase target housing (unless mutually agreed otherwise in writing). Purchaser hereby represents that it has either: (i) performed such risk assessment or inspection prior to the execution of this Agreement or (ii) waives its rights to do so and any attendant rights of Purchaser to cancel this Agreement for reasons related to the presence, if any, of lead-based paint and/or lead-based paint hazards.

(4) Purchaser hereby certifies as follows: I have read and understood the above lead warning statement and received all information noted above, including the lead hazard information web-pamphlet described above.

(t)Uniform Vendor and Purchaser Risk Act Not Applicable. It is the express intent of the parties hereto that the provisions of this Agreement govern the rights of the parties in the event of damage to or condemnation of the Property located in the State of Texas and that the Uniform Vendor and Purchaser Risk Act (Section 5.007 of the Texas Property Code) not apply to this Contract.

(u)Survival. The provisions of Sections 22(a) through 22(n) and Sections 22(p) through 22(t) shall survive the Closing.

(v)Delay in Closing. In the event that the Closing shall be delayed or prevented because of (i) the closure of recording or filing offices, (ii) the inability of the Title Insurer or other search company to run (or update) title, lien, bankruptcy, UCC, Patriot Act, judgment, municipal, real estate tax, water meter or other searches, (iii) the Title Insurer to conduct the escrow closing, or (iv) the United States (or individual state) banking, federal wire transfer systems or other systems or mechanisms for the payment of funds are experiencing delays, interruptions or closures, then performance of such obligation or the scheduled Closing Date, as the case may be, shall be excused for the period of the delay and the period for the performance of any such obligation or the scheduled Closing Date, as the case may be, shall be extended for a period equivalent to the period of such delay plus an additional five (5) business days.

[SIGNATURE PAGE FOLLOWS]

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

SELLER:
KELLER SPRINGS PROPCO, INC.,
a Delaware corporation
By: /s/ Jill A. Russo
Name: Jill A. Russo
Its: Vice President
PURCHASER:
---
CAF CAPTIAL PARTNERS, LLC,
a Texas limited liability company
By:
Name: Jack Alexander
Its: President

CAF has executed this Agreement solely for the purpose of making the representations and warranties set forth in Section 6.1, agreeing to the terms and provisions of Section 9, and delivering the Representation Certificate at Closing.

CAF
CAF KFCINVESTOR, LLC ,
a Texas limited liability company
By:
Name:
Its:

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

SELLER:
KELLER SPRINGS PROPCO, INC.,
a Delaware corporation
By:
Name:
Its:
PURCHASER:
--- ---
CAF CAPTIAL PARTNERS, LLC,
a Texas limited liability company
By: /s/ Jack Alexander
Name: Jack Alexander
Its: President

CAF has executed this Agreement solely for the purpose of making the representations and warranties set forth in Section 6.1, agreeing to the terms and provisions of Section 9, and delivering the Representation Certificate at Closing.

CAF
CAF KFCINVESTOR, LLC ,
a Texas limited liability company
By: /s/ Jack Alexander
Name: Jack Alexander
Its: Authorized Signatory
LIST OF EXHIBITS AND SCHEDULES
--- ---
EXHIBITS DESCRIPTIONS
EXHIBIT A LEGAL DESCRIPTION
EXHIBIT B LIST OF SERVICE CONTRACTS
EXHIBIT C FORM OF DEED
EXHIBIT D FORM OF BILL OF SALE
EXHIBIT E FORM OF ASSIGNMENT AND ASSUMPTION
OF LEASES AND SERVICE CONTRACTS
EXHIBIT F FORM OF FIRPTA AFFIDAVIT
EXHIBIT G FORM OF TENANT NOTICE LETTER
EXHIBIT H FORM OF CAF REPRESENTATION
CERTIFICATE
EXHIBIT I INTENTIONALLY OMITTED
EXHIBIT J FORM OF OWNER’S AFFIDAVIT
SCHEDULES DESCRIPTIONS
2 LIST OF PERSONAL PROPERTY
6(a)(3) LITIGATION
6(a)(4) RENT ROLL

EXHIBIT A

LEGAL DESCRIPTION OF LAND

TRACT 1 (Fee Simple):

Description, of a 14.787 acre tract of land situated in the George Syms Survey, Abstract No. 1344, Dallas County, Texas and being all of Lot 1, Block A, Beltwood Springs, Phase 4, an addition to the City of Carrollton, Texas according to the plat recorded in Instrument No. 201400143978 of the Official Public Records of Dallas County, Texas; said 14.787 acre tract being more particularly described as follows:

BEGINNING, at a 1/2-inch iron rod with "PACHECO KOCH" cap found in the north right-of-way line of Keller Springs Road (a variable width right-of-way, 120 feet wide at this point); said point being the southernmost southeast corner of said Lot 1 and the southwest corner of Lot 1, Block A, Beltwood Springs Addition, Phase 2, an addition to the City of Carrollton, Texas according to the plat recorded in Instrument No. 20070396050 of said Official Public Records;

THENCE, South 89 degrees, 11 minutes, 26 seconds West, along the said north line of Keller Springs Road, a distance of 570.99 feet to a "+" cut in concrete set for corner; said point being the southeast corner of Lot 1R, Keller Springs Storage Addition, an addition to the City of Carrollton, Texas according to the plat recorded in Instrument No. 20070167561 of said Official Public Records;

THENCE, North 00 degrees, 28 minutes, 46 seconds West, departing the said north line of Keller Springs Road and along the east line of said Lot 1R, a distance of 884.90 feet to a 1/2-inch iron rod with "RPLS 5310" cap found for corner; said point being the southwest corner of of 1R, Block 1, Beltwood North Venture, an addition to the City of Carrolton, Texas according to the plat recorded in Volume 97193, Page 5545 of the Deed Records of Dallas County, Texas;

THENCE, North 89 degrees, 14 minutes, 03 seconds East, departing the said east line of Lot 1R, Keller Springs Storage Addition and along the south line of said Lot 1R, Block A, Beltwood North Venture, at a distance of 367.02 feet passing a 1/2-inch iron rod with "PACHECO KOCH" cap set for the southeast corner of said Lot 1R, Beltwood North Venture and the southwest corner of Lot 2, Block A, of said Beltwood Springs, Phase 4, continuing along the south line of said Lot 2 for a total distance of 772.18 feet to a 1/2-inch iron rod with "PACHECO KOCH" cap set for corner; said point being the southeast corner of said Lot 2;

THENCE, North 00 degrees, 44 minutes, 58 seconds West, along the east line of said Lot 2, a distance of 82.67 feet to a 1/2-inch iron rod with "PACHECO KOCH" cap set for corner; said point being the southernmost northeast corner of said Lot 2;

THENCE North 46 degrees, 11 minutes, 45 seconds West, along the northeast line of said Lot 2, a distance of 25.81 feet to a 1/2-inch iron rod with "PACHECO KOCH" cap set for corner in the south line of said Kellway Drive (a 60-foot wide right-of-way); said point being the beginning of a non-tangent curve to the left;

THENCE, in a southeasterly direction, along the said southwest line of Kellway Drive and said curve to the left, having a central angle of 07 degrees, 11 minutes, 20 seconds; a radius of 530.00 feet, a chord bearing and distance of South 86 degrees, 02 minutes, 06 seconds East, 66.46 feet, an arc distance of 66.50 feet to a 1/2-inch iron rod found for corner; said point being the northwest corner of Lot 14 Block A, Toni & Guy USA Phase 3, an addition to the City of Carrollton, Texas according to the plat recorded in Instrument No. 201300216186 of said Official Public Records;

THENCE, South 00 degrees, 44 minutes, 58 seconds East, departing the south line of Kellway Drive and along the west line of said Lot 1A, at a distance of 342.55 passing the southwest corner of said Lot 1A and the northwest corner of Lot 1, Block A, Toni & Guy USA Phase 2, an addition to the City of Carrollton, Texas according to the plat recorded in Instrument No. 201300022352 of said Official Public Records, continuing along the west line of said Lot 1, Toni & Guy Addition for

a total distance of 434.55 feet to a 1/2-inch iron rod with "PACHECO KOCH" cap set for corner in the north line of Lot 1, Block A, Keller Springs Baptist Church Addition No. 2, an addition to the City of Carrollton, Texas according to the plat recorded in Volume 96087, Page 1858 of said Deed Records; said point being the southwest corner of said Lot 1, Toni & Guy Addition, Phase 2, from said point a 1/2-inch iron rod found bears, South 35 degrees, 48 minutes West. distance 0.4 feet and a 1/2-inch iron rod with "RPLS 5310" cap found be rs north 67 degrees, 18 minutes West, a distance of 0.5 feet;

THENCE South 89 degrees, 09 minutes, 54 seconds West along the north line of said Lot 1, Keller Springs Baptist Church Addition, a distance of 90.28 feet to a 1/2-inch iron rod with "PACHECO KOCH" cap set for corner; said point being the northwest corner of said Lot 1, Keller Springs Baptist Church Addition; from said point a 1/2-inch iron rod found bears South 89 degrees, 27 minutes East, a distance of 0.8 feet and a 1/2-inch iron rod found bears South 44 degrees, 23 minutes West, a distance of 1.6 feet;

THENCE South 00 degrees, 26 minutes, 32 seconds East, along the west line of said Lot 1, Keller Springs Baptist Church Addition, a distance of 308.42 feet to a 5/8-inch iron rod with cap found for corner; said point being the north east corner of said Lot 1, Beltwood Springs Addition, Phase 2;

THENCE, South 89 degrees, 11 minutes, 26 seconds West, departing the said west line of Lot 1, Keller Springs Baptist Church Addition and along the north line of said Lot 1, Beltwood Springs Addition, Phase 2, a distance of 160.00 feet to a 1/2-inch iron rod with 'PACHECO KOCH" cap set for corner; said point being the northwest corner of Lot 1, Beltwood Springs Addition, Phase 2;

THENCE, South 00 degrees, 26 minutes, 32 seconds East, along the west line of said Lot 1, Beltwood Springs Addition, Phase 2, a distance of 236.56 feet to the POINT OF BEGINNING;

CONTAINING, 644,126 square feet or 14.787 acres of land, more or less.

TRACT 2 (Easement):

A non-exclusive easement for access, described in Mutual Access Easement Agreement dated 4/18/2008, recorded in/under Clerk’s File No. 20080138961, Real Property Records, Dallas County, Texas.

TRACT 3 (Easement):

A non-exclusive easement for access and ingress and egress described in instrument dated 4/18/2008, recorded in/under Clerk’s File No. 20080138960, Real Property Records, Dallas County, Texas.

EXHIBIT B

LIST OF SERVICE CONTRACTS

[Attached]

Vendor Service Provided ~ Monthly Cost Expiration<br><br><br>Date Terms Cancel Contract
AABS Water Billing 734.76 N/A MTM
Apartment List Locator Fee 349 per lease N/A Per Lease 30-day notice
ApartmentRatings Review Mgt.
.com 159.00 05/17/2021 12- month contract
Apartments.com Online Marketing 2,229 12/31/2021 12-month contract 60-day notice
Capital Tow, Inc. Towing No cost
Marketing
Charter/Spectrum Agreement 150 per unit
Varies based on
City of Carrollton Utilities Consumption N/A
3000 B&W 650 Color
Copynet (machine Auto-Renew Until
owned) Copy Machine 72.25 08/17/2020 Notice 30-day notice
Valet Trash 60-month, Auto
CTB Multifamily Service 2,945.27 08/22/2020 Renew 90-day notice
Pest Control Auto-Renew until
Ecoteam Service 320.04 09/18/2020 Notice 30-day notice
Frontier Phone, Cable & 10 Years (9 Phone
Communications Internet 919.77 04/23/2022 Lines) 90-day notice
Green Mountain Common Electric .04523 kWh 07/31/2021 No base fee 30-day notice
Green Mountain Vacant Electric .077 kWh 08/17/2020 12-month contract 30-day notice
Marketing 85 per Validated
Green Mountain Agreement Acct 06/06/2021
MTMService
Handytrac Key System 64.90 Machine Owned
KBNational Answering Service 64.95 08/17/2017 MTM 30-day notice
Emergency 911
Kings III Phone 122.20 quarterly 08/17/2017 MTM 30-day notice
Office/Fitness/Pool
Mood Media Sound 47.00 05/2112021 36-month lease 90-day notice
Parcel Pending Package Lockers 1,287.00 10/12/2022 60 months 30-day notice
242.51 Winter Auto-Renew until
Pool Sure Pool Chemicals 404.18 Summer 08/18/2020 Notice 30-day notice
Fire Alarm
Ranger Fire, LLC. Monitoring 103.92 quarterly 9/20/2018 MTM 30-day notice
Elevator Service 3227.45 Extend for additional
Schindler Agreement quarterly 08/19/2022 periods of 3 years 30-day notice
Community
SOCi Reviews Program ? ? ? ?
2 Elevator Phones
Spectrum and Alarm Phone 337.32 MTM MTM
Texas Star Landscaping 3,518.13 8/8/2020 12-month contract 30-day notice
Marketing
TXU Agreement 50 per sign up 2/26/2020 12-month contract 30-day notice
480 Equipment
Fee (One Time)
Smart Home 12.99 per month
Vivint Svstem per Unit 1/22/2023 60-month contract
315 Flat Rate;
Waste 29 ton over 4 Auto-Renew until
Management Compactor tons 12/15/2020 Notice 90-day notice
Yelp Ad Programmer 34 01/15/2021 Fixed Term Contract
Marketing
Zillow Agreement 575 Per Lease 02/10/2021 6 Months

All values are in US Dollars.

EXHIBIT C

FORM OF DEED

NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER AND DRIVER’S LICENSE NUMBER.

STATE OF TEXAS §
§ KNOW ALL MEN BY THESE PRESENTS THAT:
COUNTY OF DALLAS §

SPECIAL WARRANTY DEED

THIS SPECIAL WARRANTY DEED is made this ______ day of ____________, 20__, by ____________________ (the “Grantor”), whose address is ________________________ to__________________,   a   __________   corporation   (the   “Grantee”),   whose   address   is _____________________________.

W I T N E S S E T H:

THAT GRANTOR, for and in consideration of the sum of Ten Dollars ($10.00) and other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, does hereby grant, bargain, sell, convey and deliver to Grantee, its successors and assigns forever, the real property (the “Property”) described in Exhibit A attached hereto.

TOGETHER, with all the tenements, hereditaments and appurtenances thereto belonging or in any way appertaining.

TO HAVE AND TO HOLD, the same in fee simple forever.

SUBJECT TO all matters set forth on Exhibit B attached hereto, none of which is reimposed hereby.

AND GRANTOR hereby specially warrants the title to the Property, and will defend the same against the lawful claims of all persons whomsoever claiming by, through or under Grantor, but none others.

Grantee hereby assumes the payment of 2021 ad valorem taxes on the herein described Property.

IN WITNESS WHEREOF, GRANTOR has caused this Special Warranty Deed to be executed as of the date first above written.

GRANTOR:
[                                                                     ]
By:
Name:
Title:
STATE OF )
)    SS:
COUNTY OF )

The foregoing instrument was acknowledged before me this _____ day of ______, 20__, by ________________, as ______________ of ______________________, on behalf of the limited liability company, who is personally known to me or who has produced a driver’s license as identification.

Name:
Notary Public, State of
My commission expires:

EXHIBIT A

To Special Warranty Deed

Property Description

EXHIBIT B

To Special Warranty Deed

1. Real property taxes and assessments for the year 2021 and thereafter, not yet due and payable.
2. Zoning and other regulatory laws and ordinances affecting the Property.
--- ---
3. Matters which would be disclosed by a current survey.
--- ---
4. Rights of tenants in possession, as tenants only, under unrecorded occupancy agreements
--- ---
5. Any mineral rights leased, granted or retained by current or prior owners.
--- ---

[ADDITIONAL PERMITTED EXCEPTIONS TO BE LISTED IN ACCORDANCE WITH THE SALE AGREEMENT]

EXHIBIT D

BILL OF SALE

_____________, a __________ (“Seller”), for good and valuable considerations, receipt and sufficiency of which are hereby acknowledged, does hereby quitclaim, sell, assign, transfer and set over to [______________] (“Purchaser”), all of its right, title and interest, if any, in and to (i) any Personal Property located on and used in connection with the Premises, including, without limitation, those items of personal property listed on Schedule 1 attached hereto, and (ii) all claims and causes of action arising from or related to any Property Injury that may have occurred or originated prior to the date of this instrument; provided, however, that Seller hereby reserves the non-exclusive right to assert defenses against third parties that may bring a claim or assert a cause of action against Seller in relation to any Property Injury. “Property Injury” means any injury, damage or loss in value to the Premises, including without limitation, those arising from or related to any spill, leak or release of any hazardous or toxic substance (solid or otherwise), hazardous waste, pollutant, oil or petroleum product, or other solid, liquid or gaseous substance or product which is currently or hereinafter listed, regulated or designated by any state or federal governmental agency as toxic, hazardous or harmful. Seller makes no warranties of any kind or nature whatsoever, express or implied, including, without limitation, any warranty of suitability, merchantability or fitness for a particular purpose, any and all such warranties being hereby expressly disclaimed and on as “AS-IS” “WHERE-IS” basis, with all faults.

Capitalized terms used herein shall have the meanings given to them in that certain Real Estate Sale Agreement, dated as of _____, 2021, between Seller and Purchaser.

IN WITNESS WHEREOF, Seller has caused this bill of sale to be signed and sealed in his name by its officer thereunto duly authorized this ____ day of _________, 20__.

SELLER:
By:
Name:
Its:

EXHIBIT E

THIS ASSIGNMENT AND ASSUMPTION OF LEASES, INTANGIBLE PROPERTY AND SERVICE CONTRACTS (this “Assignment”) is entered into as of the ____ of _______, 20__ (the “Effective Date”), between _________________ (“Assignor”) and [________________, a_____________________] (“Assignee”)

RECITALS

Assignor has conveyed to Assignee that certain parcel of real property and improvements located at ____________ pursuant to that certain Real Estate Sale Agreement, dated as of _________ ___, 2021 (the “Agreement”) by and between Assignor, as seller, and Assignee, as purchaser. Capitalized terms not otherwise defined herein shall have the meaning given to them in the Agreement.

Assignor now desires to assign and transfer to Assignee all of Assignor’s right, title and interest in, to and under the Leases, the Assumed Service Contracts.

1.Property. The “Property” means the real property located in _________ legally described in Exhibit A attached to this Assignment, together with the building, structures and other improvements located thereon.

2.Leases. The “Leases” means those leases and occupancy agreements affecting the Property which are described in Exhibit B attached to this Assignment, together with all security deposits and any interest thereon held by Seller under the Leases.

3.Service Contracts. “Assumed Service Contracts” means those agreements which are listed on Exhibit C attached to this Assignment.

4. Intangible Property. “Intangible Property” has the meaning set forth in the Agreement.

5.Assignment. For good and valuable consideration received by Assignor, the receipt and sufficiency of which are hereby acknowledged, Assignor hereby grants, transfers and assigns to Assignee the entire right, title and interest of Assignor in and to the Leases, the Assumed Service Contracts, and the Intangible Property.

  1. Assumption. Assignee hereby assumes and agrees to perform the obligations of Assignor under the Leases and Assumed Service Contracts which accrue and are attributable to the period from and after the Effective Date. Additionally, Assignee agrees to pay all monetary obligations when due under the Assumed Service Contracts arising before the Effective Date to the extent Assignee received a credit on the settlement statement in connection with its purchase of the Property.

7.Successors and Assigns. This Assignment shall be binding upon and inure to the benefit of Assignor and Assignee and their respective successors and assigns.

8.Counterparts. This Assignment may be executed in any number of identical counterparts, any or all of which may contain the signatures of fewer than all of the parties but all of which shall be taken

together as a single instrument.

  1. Governing Law. This Assignment shall be governed and interpreted in accordance with the laws of the State of Texas.

IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment and Assumption of Leases and Service Contracts to be executed as of this ______ day of ________________, 20___.

ASSIGNOR:
[                                 ]
By:
Name:
Its:
ASSIGNEE:
[                                 ]
By:
Name:
Its:

EXHIBIT F

FIRPTA AFFIDAVIT

Section 1445 of the Internal Revenue Code, as amended, provides that a transferee of a United States real property interest must withhold tax if the transferor is a foreign person. For U.S. tax purposes (including Section 1445), the owner of a disregarded entity (which has legal title to a U.S. real property interest under local law) will be the transferor of the property and not the disregarded entity. To inform the Transferee (hereinafter defined) that withholding of tax is not required upon the disposition of a United States real property interest by [_________________, a ______________] that for U.S. federal income tax purposes is disregarded as separate from [_________________, a ______________] (the “Transferor”), to [_________________, a ______________] (collectively, the “ Transferee”) relating to the real property described on Schedule A hereto, the undersigned, being first duly sworn upon oath, does hereby depose and say, and does hereby on behalf of the Transferor represent that the following is true as of the date hereof:

1.__________________ is the______________________ of the Transferor, and is familiar with the affairs and business of the Transferor;

2.The Transferor is not a foreign person; that is, the Transferor is not a nonresident alien, a foreign corporation, foreign partnership, foreign trust or foreign estate (as all such terms are defined in the Internal Revenue Code of 1986, as amended, and United States Treasury Department Income Tax Regulations in effect as of the date hereof);

3.The Transferor is a ____________ duly organized, validly existing and in good standing under the laws of the State of _________;

4. The Transferor’s United States employer identification number is ______________; and
5. The Transferor’s office address and principal place of business is c/o [___________].
--- ---

The undersigned and the Transferor understand that this affidavit and certification may be disclosed to the United States Internal Revenue Service by the Transferee and that any false statement contained herein could be punished by fine, imprisonment, or both.

All terms (whether capitalized or not) used but not defined herein shall have the same respective meanings as in the Internal Revenue Code of 1986, as amended, and the United States Treasury Department Income Tax Regulations in effect as of the date hereof.

Under penalties of perjury, we declare that we have examined this affidavit and certificate, and to the best of our knowledge and belief, it is true, correct and complete. We further declare that we have authority to sign this affidavit and certificate on behalf of the Transferor.

IN WITNESS WHEREOF, Transferor has executed and delivered this FIRPTA Affidavit as of _____, 20___.

[                                             ]
By:
Name:
Its:
STATE OF }
--- ---
}    SS.
COUNTY OF }

I, the undersigned a Notary Public in and for the County and State aforesaid, DO HEREBY CERTIFY, that the above named _________________, being the ________________of

________________, personally known to me to be the same person whose name is subscribed to the foregoing instrument as such _________________________, appeared before me this day in person and acknowledged that he/she signed and delivered the said instrument as his/her own free and voluntary act and as the free and voluntary act of said corporation for the uses and purposes therein set forth.

Given under my hand and Notary Seal, this ___ day of _______________, 20___.

Notary Public
My Commission Expires:

SCHEDULE A

TO

FIRPTA AFFIDAVIT

LEGAL DESCRIPTION

EXHIBIT G

FORM OF TENANT NOTICE

______________ __, 20___

Tenants of _________________

_______________________

_______________________

Re:Sale to [__________________________]

Dear Tenant^1^:

You are hereby notified that the undersigned (“Seller”) sold the property commonly known as _____________________, __________________ (which contains your leased premises) to a new owner named [______________________] (“New Owner”) as of the date set forth above.

In connection with such sale, Seller has assigned and transferred to the New Owner all of Seller's right, title and interest in and to your lease and any and all security deposits relating thereto, if any, and the New Owner has assumed and agreed to perform all of the landlord's obligations under your lease (including any obligations set forth in the Lease to repay or account for any security deposits thereunder) arising on and after the date of this letter. Accordingly, (a) all of your obligations under your lease from and after the date of this letter, including your obligation to pay rent, shall be performable to and for the benefit of the New Owner, its successors and assigns, and (b) all of the obligations to repay or account for any security deposits received in connection with your lease shall be the obligation of the New Owner, its successors and assigns. The amount of the security deposit received by New Owner and being held by New Owner with respect to the Lease is $[___].

Unless and until you are otherwise notified in writing by the New Owner, the address of the New Owner for all purposes under your Lease (including the payments of rents, the recoupment of security deposits, if any, and the giving of any notices provided for in your Lease) is:

New Owner: [                                        ]
Property Manager: Company Name:
Address:
Contact Person:
Telephone Number:
Email Address:

[signature page follows]

^1^ Property Management to prepare individualized forms for each tenant.

Very truly yours,
[SELLER SIGNATURE BLOCK]
By:
Its: Authorized Agent
NEW OWNER:
,
a,
By:
Name:
Its:

EXHIBIT H

FORM OF CAF’S REPRESENTATION CERTIFICATE

CAF’S REPRESENTATION CERTIFICATE

THIS SELLER’S REPRESENTATION CERTIFICATE is made as of the ___ day of ______, 2021, by CAF KSC Investor, LLC, a Texas limited liability company (“CAF”), to [_______], a Delaware limited liability company (“Purchaser”).

RECITALS:

A.Pursuant to that certain Real Estate Sale Agreement dated _________, 2021 (the “Agreement”), by and between Seller and Purchaser, Seller has agreed to sell to Purchaser, and Purchaser has agreed to purchase from Seller the Property (as defined in the Agreement). CAF is the owner of an indirect beneficial interest in Seller.

B.Section 14 of the Agreement requires the delivery of this Representation Certificate from CAF to Purchaser.

NOW THEREFORE, pursuant to the Agreement, CAF does hereby represent and warrant to Purchaser that each and all of the representations and warranties of Seller and CAF contained Section 6(a) of the Agreement are true and correct, in all material respects, as of the date hereof, as if made on and as of the date hereof, except [___________________]. CAF is executing this Certificate subject to all terms set forth in Section 9 of the Agreement.

EXHIBIT I

INTENTIONALLY OMITTED

EXHIBIT J

FORM OF OWNER’S AFFIDAVIT ^2^

AFFIDAVIT AS TO DEBTS AND LIENS

GF NO. [__________]
OWNER: [__________] LLC

SUBJECT PROPERTY:

See Exhibit “A”

STATE OF TEXAS

COUNTY OF

Before me, the undersigned authority, on this day personally appeared the Affiant known to me to be the person whose name is subscribed hereto and upon his oath deposes and says, in his capacity as indicated below, that to the best of his actual knowledge:

“Property”: Described on Exhibit A attached hereto
“Owner”: [*_______________________]
“Title Company”: [*_______________________]
1. No improvements, alterations, or repairs have been made to the Property by Owner or contractors hired by Owner within the 120 day period immediately preceding the date of this Affidavit for which the costs thereof have not or will not be paid by Owner.
--- ---
2. There are no loans incurred by Owner secured by the Property.
--- ---
3. There is no commission agreement executed by Owner under which a commission for the Property is claimed or earned that has not been paid, other than as shown on the settlement statements.
--- ---
4. There are no judgments, federal tax liens, or state tax liens against Owner that are liens on the Property.
--- ---
5. There are no unrecorded deeds, deeds of trust, mortgages, mechanic’s liens, or options for sale of the Property executed by Owner that affect the Property.
--- ---
6. No proceedings in bankruptcy or receivership have been instituted against Owner, and Owner has never made a general assignment for the benefit of creditors.
--- ---
7. There are no parties other than Owner in possession of the Property, other than tenants under unrecorded leases.
--- ---

^2^ NTD: Subject to review and approval of title company.

Affiant recognizes that but for making of the hereinabove statements relative to the Property, Kensington Vanguard National Title would not issue its owner policy of title insurance on said property in favor of [__________] LLC, a Delaware limited liability company (“Buyer”), and that such statements have been made as an inducement for such issuance.

AFFIANT:
[                           ]
a[                                             ]
By:
Name:
Title: Member
THE STATE OF §
§
COUNTY OF §

This instrument was acknowledged before me on the              day of                        , 2020 by                                 ,                                  of [                          ] , a [                                                             ]

Notary Public in and for the
State of
Printed Name of Notary Public
My Commission Expires:

[Exhibit to be attached:

Exhibit A – Legal Description]

Exhibit A

[Legal Description]

Exhibit B

FIRST AMENDMENT TO AGREEMENT OF PURCHASE AND SALE

THIS FIRST AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (hereinafter referred to as the “First Amendment”) is made effective as of the 1^st^ day of February, 2021, by and between CAF CAPITAL PARTNERS, LLC, a Texas limited liability company (“Buyer”), KELLER SPRINGS PROPCO, INC., a Delaware corporation (“Seller”) and CAF KSC INVESTOR, LLC, a Texas limited liability company (“CAF”).

W I T N E S S E T H:

WHEREAS, Buyer, Seller and CAF entered into that certain Real Estate Sale Agreement dated as of January 26, 2021 (the “Agreement”), for the purchase and sale of real property located in Dallas County, Texas, and more particularly described in the Agreement (the “Property”);

WHEREAS, Buyer, Seller and CAF desire to amend the Agreement as hereinafter provided;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer, Seller and CAF hereby agree as follows:

1.Definitions. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Agreement.

2.Extension of Contingency Period. The Due Diligence Period is hereby extended to terminate at 5:00 p.m. CDT on February 4, 2021.

3.Entire Agreement. The entire agreement of the parties with respect to the Property is as set forth in this First Amendment and the Agreement (as amended hereby).

4.Agreement in Full Force and Effect. Except as expressly amended hereby, the terms and conditions of the Agreement are hereby ratified and confirmed, and shall continue in full force and effect. In the event of any conflict or inconsistency between the terms set forth herein and the terms of the Agreement, the terms contained in this First Amendment shall govern and control.

5.Counterparts; Facsimile; E-Mail. This First Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. For purposes of this First Amendment, any signature transmitted by facsimile or electronically via e-mail shall be considered to have the same legal and binding effect as any original signature.

6.Successors and Assigns. This First Amendment shall inure to the benefit of and be binding upon the parties hereto, and their successors and assigns.

[REMAINDER OF PAGE INTENTIONALLY BLANK; SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, Buyer, Seller and CAF have entered into this First Amendment effective as of the day and year first above written.

SELLER:

KELLER SPRINGS PROPCO, INC., a Delaware corporation

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

BUYER:

CAF CAPITAL PARTNERS, LLC, a Texas limited liability company

By:

Name: Jack Alexander

Title: President

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

CAF:

CAF KSC INVESTOR, LLC,

a Texas limited liability company

By:

Name: Jack Alexander Title: Authorized Signatory

THIRD AMENDMENT TO AGREEMENT OF PURCHASE AND SALE

THIS THIRD AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (hereinafter referred to as the “Third Amendment”) is made effective as of the 5^th^ day of February, 2021, by and between CAF CAPITAL PARTNERS, LLC, a Texas limited liability company (“Buyer”), KELLER SPRINGS PROPCO, INC., a Delaware corporation (“Seller”) and CAF KSC INVESTOR, LLC, a Texas limited liability company (“CAF”).

W I T N E S S E T H:

WHEREAS, Buyer, Seller and CAF entered into that certain Real Estate Sale Agreement dated as of January 26, 2021, as amended by that certain First Amendment to Agreement of Purchase and Sale dated as of February 1, 2021 and that certain Second Amendment to Agreement of Purchase and Sale dated February 4, 2021 (collectively, the “Agreement”), for the purchase and sale of real property located in Dallas County, Texas, and more particularly described in the Agreement (the “Property”);

WHEREAS, Buyer, Seller and CAF desire to further amend the Agreement as hereinafter provided;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer, Seller and CAF hereby agree as follows:

1.Definitions. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Agreement.

2.Extension of Contingency Period. The Due Diligence Period is hereby extended to terminate at 5:00 p.m. CDT on February 13, 2021 solely for purposes of Buyer to evaluate any setback requirements with respect to the Property under the “base”district or Planned Development No. 186. Except with respect to the foregoing, the Buyer’s right to terminate the Agreement pursuant to Section 7(b) is hereby irrevocably and unconditionally waived.

3.Entire Agreement. The entire agreement of the parties with respect to the Property is as set forth in this Third Amendment and the Agreement (as amended hereby).

4.Agreement in Full Force and Effect. Except as expressly amended hereby, the terms and conditions of the Agreement are hereby ratified and confirmed, and shall continue in full force and effect. In the event of any conflict or inconsistency between the terms set forth herein and the terms of the Agreement, the terms contained in this Third Amendment shall govern and control.

5.Counterparts; Facsimile; E-Mail. This Third Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. For purposes of this Third Amendment, any signature transmitted by facsimile or electronically via e-mail shall be considered to have the same legal and binding effect as any original signature.

6.Successors and Assigns . This Third Amendment shall inure to the benefit of and be binding upon the parties hereto, and their successors and assigns.

[REMAINDER OF PAGE INTENTIONALLY BLANK; SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, Buyer, Seller and CAF have entered into this Third Amendment effective as of the day and year first above written.

SELLER:

KELLER SPRINGS PROPCO, INC., a Delaware corporation

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

BUYER:

CAF CAPITAL PARTNERS, LLC, a

Texas limited liability company

By:

Name: Jack Alexander

Title: President

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

3

CAF:

CAF KSC INVESTOR, LLC,

a Texas limited liability company

By:

Name: Jack Alexander

Title: Authorized Signatory

SECOND AMENDMENT TO AGREEMENT OF PURCHASE AND SALE

THIS SECOND AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (hereinafter referred to as the “Second Amendment”) is made effective as of the 4^th^ day of February, 2021, by and between CAF CAPITAL PARTNERS, LLC, a Texas limited liability company (“Buyer”), KELLER SPRINGS PROPCO, INC., a Delaware corporation (“Seller”) and CAF KSC INVESTOR, LLC, a Texas limited liability company (“CAF”).

W I T N E S S E T H:

WHEREAS, Buyer, Seller and CAF entered into that certain Real Estate Sale Agreement dated as of January 26, 2021, as amended by that certain First Amendment to Agreement of Purchase and Sale dated as of February 1, 2021 (collectively, the “Agreement”), for the purchase and sale of real property located in Dallas County, Texas, and more particularly described in the Agreement (the “Property”);

WHEREAS, Buyer, Seller and CAF desire to further amend the Agreement as hereinafter provided;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer, Seller and CAF hereby agree as follows:

1.Definitions. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Agreement.

2.Extension of Contingency Period. The Due Diligence Period is hereby extended to terminate at 5:00 p.m. CDT on February 5, 2021.

3.Entire Agreement. The entire agreement of the parties with respect to the Property is as set forth in this Second Amendment and the Agreement (as amended hereby).

4.Agreement in Full Force and Effect. Except as expressly amended hereby, the terms and conditions of the Agreement are hereby ratified and confirmed, and shall continue in full force and effect. In the event of any conflict or inconsistency between the terms set forth herein and the terms of the Agreement, the terms contained in this Second Amendment shall govern and control.

5.Counterparts; Facsimile; E-Mail. This Second Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. For purposes of this Second Amendment, any signature transmitted by facsimile or electronically via e-mail shall be considered to have the same legal and binding effect as any original signature.

6.Successors and Assigns. This Second Amendment shall inure to the benefit of and be binding upon the parties hereto, and their successors and assigns.

[REMAINDER OF PAGE INTENTIONALLY BLANK; SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, Buyer, Seller and CAF have entered into this Second Amendment effective as of the day and year first above written.

SELLER:

KELLER SPRINGS PROPCO, INC., a Delaware corporation

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

BUYER:

CAF CAPITAL PARTNERS, LLC, a Texas limited liability company

By:

Name: Jack Alexander

Title: President

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

CAF:

CAF KSC INVESTOR, LLC,

a Texas limited liability company

By:

Name: Jack Alexander

Title: Authorized Signatory

7

cfit-ex104_494.htm

Exhibit 10.4

MULTIFAMILY LOAN AND SECURITY AGREEMENT (NON-RECOURSE)

BY AND BETWEEN

3221 KELLER SPRINGS ROAD OWNER, LLC, a Delaware limited liability company

AND

CBRE MULTIFAMILY CAPITAL, INC., a Delaware corporation

DATED AS OF

February 25, 2021

TABLE OF CONTENTS
ARTICLE 1 - DEFINITIONS; SUMMARY OF MORTGAGE LOAN TERMS 1
SECTION 1.01 DEFINED TERMS. 1
SECTION 1.02 SCHEDULES, EXHIBITS, AND ATTACHMENTS INCORPORATED. 1
ARTICLE 2 - GENERAL MORTGAGE LOAN TERMS 2
SECTION 2.01 MORTGAGE LOAN ORIGINATION AND SECURITY. 2
(a) Making of Mortgage Loan. 2
(b) Security for Mortgage Loan. 2
(c) Protective Advances. 2
SECTION 2.02 PAYMENTS ON MORTGAGE LOAN 2
(a) Debt Service Payments 2
(b) Capitalization of Accrued But Unpaid Interest. 3
(c) Late Charges 3
(d) Default Rate 4
(e) Address for Payments 5
(f) Application of Payments. 5
SECTION 2.03 LOCKOUT/PREPAYMENT. 6
(a) Prepayment; Prepayment Lockout; Prepayment Premium 6
(b) Voluntary Prepayment in Full. 6
(c) Acceleration of Mortgage Loan 7
(d) Application of Collateral. 7
(e) Casualty and Condemnation 7
(f) No Effect on Payment Obligations 8
(g) Loss Resulting from Prepayment. 8
ARTICLE 3 - PERSONAL LIABILITY 8
SECTION 3.01 NON-RECOURSE MORTGAGE LOAN; EXCEPTIONS 8
SECTION 3.02 PERSONAL LIABILITY OF BORROWER (EXCEPTIONS TO NON-RECOURSE PROVISION). 9
(a) Personal Liability Based on Lender’s Loss. 9
(b) Full Personal Liability for Mortgage Loan 10
SECTION 3.03 PERSONAL LIABILITY FOR INDEMNITY OBLIGATIONS. 10
SECTION 3.04 LENDER’S RIGHT TO FOREGO RIGHTS AGAINST MORTGAGED PROPERTY 11
ARTICLE 4 - BORROWER STATUS 11
SECTION 4.01 REPRESENTATIONS AND WARRANTIES. 11
(a) Due Organization and Qualification; Organizational Agreements 11
(b) Location 12
(c) Power and Authority. 12
(d) Due Authorization. 12
(e) Valid and Binding Obligations 13
(f) Effect of Mortgage Loan on Borrower’s Financial Condition. 13
(g) Economic Sanctions, Anti-Money Laundering, and Anti-Corruption 13
(h) Borrower Single Asset Status 14
(i) No Bankruptcies or Judgments 15
(j) No Actions or Litigation 16
(k) Payment of Taxes, Assessments, and Other Charges. 16
(l) Not a Foreign Person. 16
(m) ERISA. 16
(n) Default Under Other Obligations. 17
(o) Prohibited Person. 17
(p) No Contravention. 17
(q) Lockbox Arrangement 17
Multifamily Loan and Security Agreement
--- --- ---
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SECTION 4.02 COVENANTS. 18
--- --- ---
(a) Maintenance of Existence; Organizational Documents 18
(b) Economic Sanctions, Anti-Money Laundering, and Anti-Corruption 18
(c) Payment of Taxes, Assessments, and Other Charges. 19
(d) Borrower Single Asset Status 19
(e) ERISA. 20
(f) Notice of Litigation or Insolvency. 21
(g) Payment of Costs, Fees, and Expenses 21
(h) Restrictions on Distributions. 22
(i) Lockbox Arrangement 22
ARTICLE 5 - THE MORTGAGE LOAN 22
SECTION 5.01 REPRESENTATIONS AND WARRANTIES. 22
(a) Receipt and Review of Loan Documents. 22
(b) No Default. 22
(c) No Defenses. 22
(d) Loan Document Taxes 22
SECTION 5.02 COVENANTS. 23
(a) Ratification of Covenants; Estoppels; Certifications 23
(b) Further Assurances. 23
(c) Sale of Mortgage Loan. 24
(d) Limitations on Further Acts of Borrower. 25
(e) Financing Statements; Record Searches 25
(f) Loan Document Taxes 25
ARTICLE 6 - PROPERTY USE, PRESERVATION, AND MAINTENANCE 26
SECTION 6.01 REPRESENTATIONS AND WARRANTIES. 26
(a) Compliance with Law; Permits and Licenses. 26
(b) Property Characteristics. 26
(c) Property Ownership 27
(d) Condition of the Mortgaged Property 27
(e) Personal Property. 27
SECTION 6.02 COVENANTS. 27
(a) Use of Property 27
(b) Property Maintenance 28
(c) Property Preservation. 29
(d) Property Inspections. 30
(e) Compliance with Laws. 31
SECTION 6.03 MORTGAGE LOAN ADMINISTRATION MATTERS REGARDING THE PROPERTY. 31
(a) Property Management. 31
(b) Subordination of Fees to Affiliated Property Managers 31
(c) Property Condition Assessment. 32
ARTICLE 7 - LEASES AND RENTS 32
SECTION 7.01 REPRESENTATIONS AND WARRANTIES. 32
(a) Prior Assignment of Rents. 32
(b) Prepaid Rents 32
SECTION 7.02 COVENANTS. 32
(a) Leases. 32
(b) Commercial Leases. 33
(c) Payment of Rents 34
(d) Assignment of Rents. 34
(e) Further Assignments of Leases and Rents 35
(f) Options to Purchase by Tenants. 35
SECTION 7.03 MORTGAGE LOAN ADMINISTRATION REGARDING LEASES AND RENTS. 35
(a) Material Commercial Lease Requirements. 35
Multifamily Loan and Security Agreement
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(b) Residential Lease Form. 35
--- --- ---
ARTICLE 8 - BOOKS AND RECORDS; FINANCIAL REPORTING 36
SECTION 8.01 REPRESENTATIONS AND WARRANTIES. 36
(a) Financial Information. 36
(b) No Change in Facts or Circumstances 36
SECTION 8.02 COVENANTS. 36
(a) Obligation to Maintain Accurate Books and Records. 36
(b) Items to Furnish to Lender. 36
(c) Audited Financials 39
(d) Delivery of Books and Records 40
SECTION 8.03 MORTGAGE LOAN ADMINISTRATION MATTERS REGARDING BOOKS AND RECORDS AND FINANCIAL
REPORTING. 40
(a) Lender’s Right to Obtain Audited Books and Records. 40
(b) Credit Reports; Credit Score. 40
ARTICLE 9 - INSURANCE 40
SECTION 9.01 REPRESENTATIONS AND WARRANTIES. 41
(a) Compliance with Insurance Requirements. 41
(b) Property Condition. 41
SECTION 9.02 COVENANTS. 41
(a) Insurance Requirements. 41
(b) Delivery of Policies, Renewals, Notices, and Proceeds. 41
SECTION 9.03 MORTGAGE LOAN ADMINISTRATION MATTERS REGARDING INSURANCE 42
(a) Lender’s Ongoing Insurance Requirements. 42
(b) Application of Proceeds on Event of Loss. 42
(c) Payment Obligations Unaffected 43
(d) Foreclosure Sale. 45
(e) Appointment of Lender as Attorney-In-Fact. 45
ARTICLE 10 - CONDEMNATION 46
SECTION 10.01 REPRESENTATIONS AND WARRANTIES. 46
(a) Prior Condemnation Action 46
(b) Pending Condemnation Actions. 46
SECTION 10.02 COVENANTS. 46
(a) Notice of Condemnation. 46
(b) Condemnation Proceeds. 46
SECTION 10.03 MORTGAGE LOAN ADMINISTRATION MATTERS REGARDING CONDEMNATION. 47
(a) Application of Condemnation Awards. 47
(b) Payment Obligations Unaffected 47
(c) Appointment of Lender as Attorney-In-Fact. 47
(d) Preservation of Mortgaged Property. 47
ARTICLE 11 - LIENS, TRANSFERS, AND ASSUMPTIONS 48
SECTION 11.01 REPRESENTATIONS AND WARRANTIES. 48
(a) No Labor or Materialmen’s Claims 48
(b) No Other Interests. 48
SECTION 11.02 COVENANTS. 48
(a) Liens; Encumbrances. 48
(b) Transfers 49
(c) No Other Indebtedness. 53
(d) No Mezzanine Financing or Preferred Equity 53
SECTION 11.03 MORTGAGE LOAN ADMINISTRATION MATTERS REGARDING LIENS, TRANSFERS, AND ASSUMPTIONS 53
(a) Assumption of Mortgage Loan 53
(b) Transfers to Key Principal-Owned Affiliates or Guarantor-Owned Affiliates. 55
Multifamily Loan and Security Agreement
--- --- ---
(Non-Recourse) Form 6001.NR Page iii
Fannie Mae 06-19 © 2019 Fannie Mae
(c) Estate Planning. 55
--- --- ---
(d) Termination or Revocation of Trust. 56
(e) Death of Key Principal or Guarantor; Transfer Due to Death 56
(f) Bankruptcy of Guarantor 58
(g) Further Conditions to Transfers and Assumption. 59
ARTICLE 12 - IMPOSITIONS 60
SECTION 12.01 REPRESENTATIONS AND WARRANTIES. 60
(a) Payment of Taxes, Assessments, and Other Charges. 60
SECTION 12.02 COVENANTS. 61
(a) Imposition Deposits, Taxes, and Other Charges. 61
SECTION 12.03 MORTGAGE LOAN ADMINISTRATION MATTERS REGARDING IMPOSITIONS 61
(a) Maintenance of Records by Lender 61
(b) Imposition Accounts 61
(c) Payment of Impositions; Sufficiency of Imposition Deposits 62
(d) Imposition Deposits Upon Event of Default. 62
(e) Contesting Impositions 62
(f) Release to Borrower. 63
ARTICLE 13 – REPLACEMENTS, REPAIRS, AND RESTORATION 63
SECTION 13.01 COVENANTS. 63
(a) Initial Deposits to Replacement Reserve Account, Repairs Escrow Account, and Restoration Reserve Account. 63
(b) Monthly Replacement Reserve Deposits 63
(c) Payment and Deliverables for Replacements, Repairs, and Restoration 64
(d) Assignment of Contracts for Replacements, Repairs, and Restoration. 64
(e) Indemnification. 64
(f) Amendments to Loan Documents. 65
(g) Administrative Fees and Expenses. 65
SECTION 13.02 MORTGAGE LOAN ADMINISTRATION MATTERS REGARDING RESERVES 65
(a) Accounts, Deposits, and Disbursements. 65
(b) Approvals of Contracts; Assignment of Claims. 73
(c) Delays and Workmanship. 73
(d) Appointment of Lender as Attorney-In-Fact. 73
(e) No Lender Obligation 74
(f) No Lender Warranty 74
ARTICLE 14 - DEFAULTS/REMEDIES 74
SECTION 14.01 EVENTS OF DEFAULT. 74
(a) Automatic Events of Default. 74
(b) Events of Default Subject to a Specified Cure Period 75
(c) Events of Default Subject to Extended Cure Period 76
SECTION 14.02 REMEDIES 76
(a) Acceleration; Foreclosure 76
(b) Loss of Right to Disbursements from Collateral Accounts. 77
(c) Remedies Cumulative 77
SECTION 14.03 ADDITIONAL LENDER RIGHTS; FORBEARANCE. 78
(a) No Effect Upon Obligations 78
(b) No Waiver of Rights or Remedies 78
(c) Appointment of Lender as Attorney-In-Fact. 79
(d) Borrower Waivers. 80
SECTION 14.04 WAIVER OF MARSHALING 81
ARTICLE 15 - MISCELLANEOUS 81
SECTION 15.01 GOVERNING LAW; CONSENT TO JURISDICTION AND VENUE. 81
Multifamily Loan and Security Agreement
--- --- ---
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(a) Governing Law 81
--- --- ---
(b) Venue. 81
SECTION 15.02 NOTICE. 82
(a) Process of Serving Notice. 82
(b) Change of Address. 82
(c) Default Method of Notice 82
(d) Receipt of Notices. 83
SECTION 15.03 SUCCESSORS AND ASSIGNS BOUND; SALE OF MORTGAGE LOAN. 83
(a) Binding Agreement. 83
(b) Sale of Mortgage Loan; Change of Servicer. 83
SECTION 15.04 COUNTERPARTS 83
SECTION 15.05 JOINT AND SEVERAL (OR SOLIDARY) LIABILITY. 83
SECTION 15.06 RELATIONSHIP OF PARTIES; NO THIRD PARTY BENEFICIARY. 83
(a) Solely Creditor and Debtor 83
(b) No Third Party Beneficiaries 84
SECTION 15.07 SEVERABILITY; ENTIRE AGREEMENT; AMENDMENTS. 84
SECTION 15.08 CONSTRUCTION. 84
SECTION 15.09 MORTGAGE LOAN SERVICING 85
SECTION 15.10 DISCLOSURE OF INFORMATION. 85
SECTION 15.11 WAIVER; CONFLICT. 86
SECTION 15.12 NO RELIANCE. 86
SECTION 15.13 SUBROGATION 86
SECTION 15.14 COUNTING OF DAYS. 86
SECTION 15.15 REVIVAL AND REINSTATEMENT OF INDEBTEDNESS. 87
SECTION 15.16 TIME IS OF THE ESSENCE. 87
SECTION 15.17 FINAL AGREEMENT. 87
SECTION 15.18 WAIVER OF TRIAL BY JURY. 87
Multifamily Loan and Security Agreement
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Fannie Mae 06-19 © 2019 Fannie Mae

MULTIFAMILY LOAN AND SECURITY AGREEMENT (Non-Recourse)

This MULTIFAMILY LOAN AND SECURITY AGREEMENT (as amended, restated, replaced, supplemented, or otherwise modified from time to time, the “Loan Agreement”) is made as of the Effective Date (as hereinafter defined) by and between 3221 KELLER SPRINGS ROAD OWNER, LLC, a Delaware limited liability company (“Borrower”), and CBRE MULTIFAMILY CAPITAL, INC., a Delaware corporation (“Lender”).

RECITALS:

WHEREAS, Borrower desires to obtain the Mortgage Loan (as hereinafter defined) from Lender to be secured by the Mortgaged Property (as hereinafter defined); and

WHEREAS, Lender is willing to make the Mortgage Loan on the terms and conditions contained in this Loan Agreement and in the other Loan Documents (as hereinafter defined);

NOW, THEREFORE, in consideration of the making of the Mortgage Loan by Lender and other good and valuable consideration, the receipt and adequacy of which are hereby conclusively acknowledged, the parties hereby covenant, agree, represent, and warrant as follows:

AGREEMENTS:

ARTICLE 1 - DEFINITIONS; SUMMARY OF MORTGAGE LOAN TERMS

Section 1.01Defined Terms.

Capitalized terms not otherwise defined in the body of this Loan Agreement shall have the meanings set forth in the Definitions Schedule attached as Schedule 1 to this Loan Agreement.

Section 1.02Schedules, Exhibits, and Attachments Incorporated.

The schedules, exhibits, and any other addenda or attachments are incorporated fully into this Loan Agreement by this reference and each constitutes a substantive part of this Loan Agreement.

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ARTICLE 2 - GENERAL MORTGAGE LOAN TERMS

Section 2.01Mortgage Loan Origination and Security.

(a)Making of Mortgage Loan.

Subject to the terms and conditions of this Loan Agreement and the other Loan Documents, Lender hereby makes the Mortgage Loan to Borrower, and Borrower hereby accepts the Mortgage Loan from Lender.  Borrower covenants and agrees that it shall:

(1)pay the Indebtedness, including the Prepayment Premium, if any (whether in connection with any voluntary prepayment or in connection with an acceleration by Lender of the Indebtedness), in accordance with the terms of this Loan Agreement and the other Loan Documents; and

(2)perform, observe, and comply with this Loan Agreement and all other provisions of the other Loan Documents.

(b)Security for Mortgage Loan.

The Mortgage Loan is made pursuant to this Loan Agreement, is evidenced by the Note, and is secured by the Security Instrument, this Loan Agreement, and the other Loan Documents that are expressly stated to be security for the Mortgage Loan.

(c)Protective Advances.

As provided in the Security Instrument, Lender may take such actions or disburse such funds as Lender reasonably deems necessary to perform the obligations of Borrower under this Loan Agreement and the other Loan Documents and to protect Lender’s interest in the Mortgaged

Property.

Section 2.02Payments on Mortgage Loan.

(a)Debt Service Payments.

(1)Short Month Interest.

If the date the Mortgage Loan proceeds are disbursed is any day other than the first day of the month, interest for the period beginning on the disbursement date and ending on and including the last day of the month in which the disbursement occurs shall be payable by Borrower on the date the Mortgage Loan proceeds are disbursed.  In the event that the disbursement date is not the same as the Effective Date, then:

(A)the disbursement date and the Effective Date must be in the same month, and

(B)the Effective Date shall not be the first day of the month.

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(2)Interest Accrual and Computation.

Except as provided in Section 2.02(a)(1), interest shall be paid in arrears.  Interest shall accrue as provided in the Schedule of Interest Rate Type Provisions and shall be computed in accordance with the Interest Accrual Method.  If the Interest Accrual Method is “Actual/360,” Borrower acknowledges and agrees that the amount allocated to interest for each month will vary depending on the actual number of calendar days during such month.

(3)Monthly Debt Service Payments.

Consecutive monthly debt service installments (comprised of either interest only or principal and interest, depending on the Amortization Type), each in the amount of the applicable Monthly Debt Service Payment, shall be due and payable on the First Payment Date, and on each Payment Date thereafter until the Maturity Date, at which time all Indebtedness shall be due.  Any regularly scheduled Monthly Debt Service Payment that is received by Lender before the applicable Payment Date shall be deemed to have been received on such Payment Date solely for the purpose of calculating interest due.  All payments made by Borrower under this Loan Agreement shall be made without set-off, counterclaim, or other defense.

(4)Payment at Maturity.

The unpaid principal balance of the Mortgage Loan, any Accrued Interest thereon and all other Indebtedness shall be due and payable on the Maturity Date.

(5)Interest Rate Type.

See the Schedule of Interest Rate Type Provisions for additional provisions, if any, specific to the Interest Rate Type.

(b)Capitalization of Accrued But Unpaid Interest.

Any accrued and unpaid interest on the Mortgage Loan remaining past due for thirty (30) days or more may, at Lender’s election, be added to and become part of the unpaid principal balance of the Mortgage Loan.

(c)Late Charges.

(1)If any Monthly Debt Service Payment due hereunder is not received by Lender within ten (10) days (or fifteen (15) days for any Mortgaged Property located in Mississippi or North Carolina to comply with applicable law) after the applicable Payment Date, or any amount payable under this Loan Agreement (other than the payment due on the Maturity Date for repayment of the Mortgage Loan in full) or any other Loan Document is not received by Lender within ten (10) days (or fifteen (15) days for any Mortgaged Property located in Mississippi or North Carolina to comply with applicable law) after the date such amount is due, inclusive of the date on which such amount is due, Borrower shall pay to Lender, immediately without demand by Lender, the Late Charge.

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The Late Charge is payable in addition to, and not in lieu of, any interest payable at the Default Rate pursuant to Section 2.02(d).

(2)Borrower acknowledges and agrees that:

(A)its failure to make timely payments will cause Lender to incur additional expenses in servicing and processing the Mortgage Loan;

(B)it is extremely difficult and impractical to determine those additional expenses;

(C)Lender is entitled to be compensated for such additional expenses; and

(D)the Late Charge represents a fair and reasonable estimate, taking into account all circumstances existing on the date hereof, of the additional expenses Lender will incur by reason of any such late payment.

(d) Default Rate.

(1)Default interest shall be paid as follows:

(A)If any amount due in respect of the Mortgage Loan (other than amounts due on the Maturity Date) remains past due for thirty (30) days or more, interest on such unpaid amount(s) shall accrue from the date payment is due at the Default Rate and shall be payable upon demand by Lender.

(B)If any Indebtedness due is not paid in full on the Maturity Date, then interest shall accrue at the Default Rate on all such unpaid amounts from the Maturity Date until fully paid and shall be payable upon demand by Lender.

Absent a demand by Lender, any such amounts shall be payable by Borrower in the same manner as provided for the payment of Monthly Debt Service Payments.  To the extent permitted by applicable law, interest shall also accrue at the Default Rate on any judgment obtained by Lender against Borrower in connection with the Mortgage Loan.  To the extent Borrower or any other Person is vested with a right of redemption, interest shall continue to accrue at the Default Rate during any redemption period until such time as the Mortgaged Property has been redeemed.

(2)Borrower acknowledges and agrees that:

(A)its failure to make timely payments will cause Lender to incur additional expenses in servicing and processing the Mortgage Loan; and

(B)in connection with any failure to timely pay all amounts due in respect of the Mortgage Loan on the Maturity Date, or during the time that any amount due in respect of the Mortgage Loan is delinquent for more than thirty (30) days:

(i)Lender’s risk of nonpayment of the Mortgage Loan will be materially increased;

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(ii)Lender’s ability to meet its other obligations and to take advantage of other investment opportunities will be adversely impacted;

(iii)Lender will incur additional costs and expenses arising from its loss of the use of the amounts due;

(iv)it is extremely difficult and impractical to determine such additional costs and expenses;

(v)Lender is entitled to be compensated for such additional risks, costs, and expenses; and

(vi)the increase from the Interest Rate to the Default Rate represents a fair and reasonable estimate of the additional risks, costs, and expenses Lender will incur by reason of Borrower’s delinquent payment and the additional compensation Lender is entitled to receive for the increased risks of nonpayment associated with a delinquency on the Mortgage Loan (taking into account all circumstances existing on the Effective Date).

(e)Address for Payments.

All payments due pursuant to the Loan Documents shall be payable at Lender’s Payment Address, or such other place and in such manner as may be designated from time to time by written notice to Borrower by Lender.

(f)Application of Payments.

If at any time Lender receives, from Borrower or otherwise, any payment in respect of the Indebtedness that is less than all amounts due and payable at such time, then Lender may apply such payment to amounts then due and payable in any manner and in any order determined by Lender or hold in suspense and not apply such payment at Lender’s election.  Neither Lender’s acceptance of a payment that is less than all amounts then due and payable, nor Lender’s application of, or suspension of the application of, such payment, shall constitute or be deemed to constitute either a waiver of the unpaid amounts or an accord and satisfaction.  Notwithstanding the application of any such payment to the Indebtedness, Borrower’s obligations under this Loan Agreement and the other Loan Documents shall remain unchanged.

Section 2.03Lockout/Prepayment.

(a)Prepayment; Prepayment Lockout; Prepayment Premium.

(1)Borrower shall not make a voluntary partial prepayment on the Mortgage Loan at any time during the Loan Term, or a voluntary full prepayment on the Mortgage Loan at any time during any Prepayment Lockout Period.  Except as expressly provided in this Loan Agreement (including as provided in the Prepayment Premium Schedule), a Prepayment Premium calculated in accordance with the Prepayment Premium Schedule shall be payable in connection with any prepayment of the Mortgage Loan.

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(2)If a Prepayment Lockout Period applies to the Mortgage Loan, and during such Prepayment Lockout Period Lender accelerates the unpaid principal balance of the Mortgage Loan or otherwise applies collateral held by Lender to the repayment of any portion of the unpaid principal balance of the Mortgage Loan, the Prepayment Premium shall be due and payable and equal to the amount obtained by multiplying the percentage indicated (if at all) in the Prepayment Premium Schedule by the amount of principal being prepaid at the time of such acceleration or application.

(b)Voluntary Prepayment in Full.

At any time after the expiration of any Prepayment Lockout Period, Borrower may voluntarily prepay the Mortgage Loan in full on a Permitted Prepayment Date so long as:

(1)Borrower delivers to Lender a Prepayment Notice specifying the Intended Prepayment Date not more than sixty (60) days, but not less than thirty (30) days (if given via U.S. Postal Service) or twenty (20) days (if given via facsimile, e-mail, or overnight courier) prior to such Intended Prepayment Date; and

(2)Borrower pays to Lender an amount equal to the sum of:

(A)the entire unpaid principal balance of the Mortgage Loan; plus

(B)all Accrued Interest (calculated through the last day of the month in which the prepayment occurs); plus

(C)the Prepayment Premium; plus

(D)all other Indebtedness.

In connection with any such voluntary prepayment, Borrower acknowledges and agrees that interest shall always be calculated and paid through the last day of the month in which the prepayment occurs (even if the Permitted Prepayment Date for such month is not the last day of such month, or if Lender approves prepayment on an Intended Prepayment Date that is not a Permitted Prepayment Date).  Borrower further acknowledges that Lender is not required to accept a voluntary prepayment of the Mortgage Loan on any day other than a Permitted Prepayment Date.  However, if Lender does approve an Intended Prepayment Date that is not a Permitted Prepayment Date and accepts a prepayment on such Intended Prepayment Date, such prepayment shall be deemed to be received on the immediately following Permitted Prepayment Date.  If Borrower fails to prepay the Mortgage Loan on the Intended Prepayment Date for any reason (including on any Intended Prepayment Date that is approved by Lender) and such failure either continues for five (5) Business Days, or into the following month, Lender shall have the right to recalculate the payoff amount.  If Borrower prepays the Mortgage Loan either in the following month or more than five (5) Business Days after the Intended Prepayment Date that was approved by Lender, Lender shall also have the right to recalculate the payoff amount based upon the amount of such payment and the date such payment was received by Lender.  Borrower shall immediately pay to Lender any additional amounts required by any such recalculation.

(c)Acceleration of Mortgage Loan.

Upon acceleration of the Mortgage Loan, Borrower shall pay to Lender:

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(1)the entire unpaid principal balance of the Mortgage Loan;

(2)all Accrued Interest (calculated through the last day of the month in which the acceleration occurs);

(3)the Prepayment Premium; and

(4)all other Indebtedness.

(d)Application of Collateral.

Any application by Lender of any collateral or other security to the repayment of all or any portion of the unpaid principal balance of the Mortgage Loan prior to the Maturity Date in accordance with the Loan Documents shall be deemed to be a prepayment by Borrower.  Any such prepayment shall require the payment to Lender by Borrower of the Prepayment Premium calculated on the amount being prepaid in accordance with this Loan Agreement.

(e)Casualty and Condemnation.

Notwithstanding any provision of this Loan Agreement to the contrary, no Prepayment Premium shall be payable with respect to any prepayment occurring as a result of the application of any insurance proceeds or amounts received in connection with a Condemnation Action in accordance with this Loan Agreement.

(f)No Effect on Payment Obligations.

Unless otherwise expressly provided in this Loan Agreement, any prepayment required by any Loan Document of less than the entire unpaid principal balance of the Mortgage Loan shall not extend or postpone the due date of any subsequent Monthly Debt Service Payments, Monthly Replacement Reserve Deposit, or other payment, or change the amount of any such payments or deposits.

(g)Loss Resulting from Prepayment.

In any circumstance in which a Prepayment Premium is due under this Loan Agreement, Borrower acknowledges that:

(1)any prepayment of the unpaid principal balance of the Mortgage Loan, whether voluntary or involuntary, or following the occurrence of an Event of Default by Borrower, will result in Lender’s incurring loss, including reinvestment loss, additional risk, expense, and frustration or impairment of Lender’s ability to meet its commitments to third parties;

(2)it is extremely difficult and impractical to ascertain the extent of such losses, risks, and damages;

(3)the formula for calculating the Prepayment Premium represents a reasonable estimate of the losses, risks, and damages Lender will incur as a result of a prepayment; and

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(4)the provisions regarding the Prepayment Premium contained in this Loan Agreement are a material part of the consideration for the Mortgage Loan, and that the terms of the Mortgage Loan are in other respects more favorable to Borrower as a result of

Borrower’s voluntary agreement to such prepayment provisions.

ARTICLE 3 - PERSONAL LIABILITY

Section 3.01Non-Recourse Mortgage Loan; Exceptions.

Except as otherwise provided in this Article 3 or in any other Loan Document, none of Borrower, or any director, officer, manager, member, partner, shareholder, trustee, trust beneficiary, or employee of Borrower, shall have personal liability under this Loan Agreement or any other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents, and Lender’s only recourse for the satisfaction of such Indebtedness and the performance of such obligations shall be Lender’s exercise of its rights and remedies with respect to the Mortgaged Property and any other collateral held by Lender as security for the Indebtedness.  This limitation on Borrower’s liability shall not limit or impair Lender’s enforcement of its rights against Guarantor under any Loan Document.

Section 3.02Personal Liability of Borrower (Exceptions to Non-Recourse Provision).

(a)Personal Liability Based on Lender’s Loss.

Borrower shall be personally liable to Lender for the repayment of the portion of the Indebtedness equal to any loss or damage suffered by Lender as a result of, subject to any notice and cure period, if any:

(1)failure to pay as directed by Lender upon demand after an Event of Default (to the extent actually received by Borrower):

(A)all Rents to which Lender is entitled under the Loan Documents; and

(B)the amount of all security deposits then held or thereafter collected by Borrower from tenants and not properly applied pursuant to the applicable Leases;

(2)failure to maintain all insurance policies required by the Loan Documents, except to the extent Lender has the obligation to pay the premiums pursuant to Section

12.03(c);

(3)failure to apply all insurance proceeds received by Borrower or any amounts received by Borrower in connection with a Condemnation Action, as required by the Loan Documents;

(4)failure to comply with any provision of this Loan Agreement or any other Loan Document relating to the delivery of books and records, statements, schedules, and reports;

(5)except to the extent directed otherwise by Lender pursuant to Section 3.02(a)(1), failure to apply Rents to the ordinary and necessary expenses of owning and operating the Mortgaged Property and Debt Service Amounts, as and when each is due and payable, except that Borrower

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will not be personally liable with respect to Rents that are distributed by Borrower in any calendar year if Borrower has paid all ordinary and necessary expenses of owning and operating the Mortgaged Property and Debt Service Amounts for such calendar year;

(6)waste or abandonment of the Mortgaged Property; or

(7)grossly negligent or reckless unintentional material misrepresentation or omission by Borrower, Guarantor, Key Principal, or any officer, director, partner, manager, member, shareholder, or trustee of Borrower, Guarantor, or Key Principal in connection with ongoing financial or other reporting required by the Loan Documents, or any request for action or consent by Lender.

Notwithstanding the foregoing, Borrower shall not have personal liability under clauses (1), (3), or (5) above to the extent that Borrower lacks the legal right to direct the disbursement of the applicable funds due to an involuntary Bankruptcy Event that occurs without the consent, encouragement, or active participation of Borrower, Guarantor, Key Principal, or any Borrower Affiliate.

(b)Full Personal Liability for Mortgage Loan.

Borrower shall be personally liable to Lender for the repayment of all of the Indebtedness, and the Mortgage Loan shall be fully recourse to Borrower, upon the occurrence of any of the following:

(1)failure by Borrower to comply with the single-asset entity requirements of Section 4.02(d) of this Loan Agreement;

(2)a Transfer (other than a conveyance of the Mortgaged Property at a Foreclosure Event pursuant to the Security Instrument and this Loan Agreement) that is not permitted under this Loan Agreement or any other Loan Document;

(3)the occurrence of any Bankruptcy Event (other than an acknowledgement in writing as described in clause (b) of the definition of “Bankruptcy Event”); provided, however, in the event of an involuntary Bankruptcy Event, Borrower shall only be personally liable if such involuntary Bankruptcy Event occurs with the consent, encouragement, or active participation of Borrower, Guarantor, Key Principal, or any Borrower Affiliate;

(4)fraud, written material misrepresentation, or material omission by Borrower, Guarantor, Key Principal, or any officer, director, partner, manager, member, shareholder, or trustee of Borrower, Guarantor, or Key Principal in connection with any application for or creation of the Indebtedness;

(5)fraud, written intentional material misrepresentation, or intentional material omission by Borrower, Guarantor, Key Principal, or any officer, director, partner, manager, member, shareholder, or trustee of Borrower, Guarantor, or Key Principal in connection with ongoing financial or other reporting required by the Loan Documents, or any request for action or consent by Lender; or

(6)a Division that is not permitted under this Loan Agreement or any other Loan Document.

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Section 3.03Personal Liability for Indemnity Obligations.

Borrower shall be personally and fully liable to Lender for Borrower’s indemnity obligations under Section 13.01(e) of this Loan Agreement, the Environmental Indemnity Agreement, and any other express indemnity obligations provided by Borrower under any Loan Document.  Borrower’s liability for such indemnity obligations shall not be limited by the amount of the Indebtedness, the repayment of the Indebtedness, or otherwise, provided that Borrower’s liability for such indemnities shall not include any loss caused by the gross negligence or willful misconduct of Lender as determined by a court of competent jurisdiction pursuant to a final non-appealable court order.

Section 3.04Lender’s Right to Forego Rights Against Mortgaged Property.

To the extent that Borrower has personal liability under this Loan Agreement or any other Loan Document, Lender may exercise its rights against Borrower personally to the fullest extent permitted by applicable law without regard to whether Lender has exercised any rights against the Mortgaged Property, the UCC Collateral, or any other security, or pursued any rights against Guarantor, or pursued any other rights available to Lender under this Loan Agreement, any other Loan Document, or applicable law.  For purposes of this Section 3.04 only, the term “Mortgaged Property” shall not include any funds that have been applied by Borrower as required or permitted by this Loan Agreement prior to the occurrence of an Event of Default, or that Borrower was unable to apply as required or permitted by this Loan Agreement because of a Bankruptcy Event. To the fullest extent permitted by applicable law, in any action to enforce Borrower’s personal liability under this Article 3, Borrower waives any right to set off the value of the Mortgaged Property against such personal liability.

ARTICLE 4 - BORROWER STATUS

Section 4.01Representations and Warranties.

The representations and warranties made by Borrower to Lender in this Section 4.01 are made as of the Effective Date and are true and correct except as disclosed on the Exceptions to Representations and Warranties Schedule.

(a) Due Organization and Qualification; Organizational Agreements.

(1)Borrower is validly existing and qualified to transact business, and in good standing in:

(A)the state in which it is formed or organized;

(B)the Property Jurisdiction; and

(C)each other jurisdiction that qualification or good standing is required according to applicable law to conduct its business with respect to the Mortgaged Property and where the failure to be so qualified or in good standing would adversely affect Borrower’s operation of the Mortgaged Property or the validity, enforceability or the ability of Borrower to perform its obligations under this Loan Agreement or any other Loan Document.

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(2)Borrower’s organizational documents prohibit a Division of Borrower.

(3)True, correct and complete organizational documents of Borrower, Guarantor and Key Principal have been delivered to Lender prior to the Effective Date. The Ownership Interests Schedule attached hereto as Schedule 8 to this Loan Agreement sets forth:

(A)the direct owners of Borrower and their respective interests;

(B)the indirect owners (and any non-member managers) of Borrower that Control Borrower (excluding any Publicly-Held Corporations or Publicly-Held Trusts) and their respective interests; and

(C)the indirect owners of Borrower that hold twenty-five percent (25%) or more of the ownership interests in Borrower (excluding any Publicly-Held Corporations or Publicly-Held Trusts) and their respective interests.

(b)Location.

Borrower’s General Business Address is Borrower’s principal place of business and principal office.

(c)Power and Authority.

Borrower has the requisite power and authority:

(1)to own the Mortgaged Property and to carry on its business as now conducted and as contemplated to be conducted in connection with the performance of its obligations under this Loan Agreement and under the other Loan Documents to which it is a party; and

(2)to execute and deliver this Loan Agreement and the other Loan Documents to which it is a party, and to carry out the transactions contemplated by this Loan Agreement and the other Loan Documents to which it is a party.

(d)Due Authorization.

The execution, delivery, and performance of this Loan Agreement and the other Loan Documents to which it is a party have been duly authorized by all necessary action and proceedings by or on behalf of Borrower, and no further approvals or filings of any kind, including any approval of or filing with any Governmental Authority, are required by or on behalf of Borrower as a condition to the valid execution, delivery, and performance by Borrower of this Loan Agreement or any of the other Loan Documents to which it is a party, except filings required to perfect and maintain the liens to be granted under the Loan Documents and routine filings to maintain good standing and its existence.

(e)Valid and Binding Obligations.

This Loan Agreement and the other Loan Documents to which it is a party have been duly executed and delivered by Borrower and constitute the legal, valid, and binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms, except as such enforceability may be limited by applicable Insolvency Laws or by the exercise of discretion by any court.

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(f)Effect of Mortgage Loan on Borrower’s Financial Condition.

The Mortgage Loan will not render Borrower Insolvent.  Borrower has sufficient working capital, including proceeds from the Mortgage Loan, cash flow from the Mortgaged Property, or other sources, not only to adequately maintain the Mortgaged Property, but also to pay all of Borrower’s outstanding debts as they come due, including all Debt Service Amounts, exclusive of Borrower’s ability to refinance or pay in full the Mortgage Loan on the Maturity Date.  In connection with the execution and delivery of this Loan Agreement and the other Loan Documents (and the delivery to, or for the benefit of, Lender of any collateral contemplated thereunder), and the incurrence by Borrower of the obligations under this Loan Agreement and the other Loan Documents, Borrower did not receive less than reasonably equivalent value in exchange for the incurrence of the obligations of Borrower under this Loan Agreement and the other Loan Documents.

(g)Economic Sanctions, Anti-Money Laundering, and Anti-Corruption.

(1)None of Borrower, Guarantor, or Key Principal, or to Borrower’s knowledge, any Person Controlling Borrower, Guarantor, or Key Principal, or any Person Controlled by Borrower, Guarantor, or Key Principal that also has a direct or indirect ownership interest in Borrower, Guarantor, or Key Principal, is in violation of any applicable civil or criminal laws or regulations, including those requiring internal controls, intended to prohibit, prevent, or regulate money laundering, drug trafficking, terrorism, or corruption, of the United States and the jurisdiction where the Mortgaged Property is located or where the Person resides, is domiciled, or has its principal place of business.

(2)None of Borrower, Guarantor, or Key Principal, or to Borrower’s knowledge, any Person Controlling Borrower, Guarantor, or Key Principal, or any Person Controlled by Borrower, Guarantor, or Key Principal that also has a direct or indirect ownership interest in Borrower, Guarantor, or Key Principal, is a Person:

(A)against whom proceedings are pending for any alleged violation of any laws described in Section 4.01(g)(1);

(B)that has been convicted of any violation of, has been subject to civil penalties or Economic Sanctions pursuant to, or had any of its property seized or forfeited under, any laws described in Section 4.01(g)(1);

(C)with whom any United States Person, any entity organized under the laws of the United States or its constituent states or territories, or any entity, regardless of where organized, having its principal place of business within the United States or any of its territories, is prohibited from transacting business of the type contemplated by this Loan Agreement and the other Loan Documents under any other Applicable Law; or

(D)that is deemed a Sanctioned Person.

(3)Borrower, Guarantor, and Key Principal are in compliance with all applicable Economic Sanctions laws and regulations.

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(h)Borrower Single Asset Status.

Borrower:

(1)does not own or lease any real property, personal property, or assets other than the Mortgaged Property;

(2)does not own, operate, or participate in any business other than the leasing, ownership, management, operation, and maintenance of the Mortgaged Property;

(3)has no material financial obligation under or secured by any indenture, mortgage, deed of trust, deed to secure debt, loan agreement, or other agreement or instrument to which Borrower is a party, or by which Borrower is otherwise bound, or to which the Mortgaged Property is subject or by which it is otherwise encumbered, other than:

(A)unsecured trade payables incurred in the ordinary course of the operation of the Mortgaged Property (exclusive of amounts for rehabilitation, restoration, repairs, or replacements of the Mortgaged Property) that (i) are not evidenced by a promissory note, (ii) are payable within sixty (60) days of the date incurred, and (iii) as of the Effective Date, do not exceed, in the aggregate, four percent (4%) of the original principal balance of the Mortgage Loan;

(B)if the Security Instrument grants a lien on a leasehold estate, Borrower’s obligations as lessee under the ground lease creating such leasehold estate; and

(C)obligations under the Loan Documents and obligations secured by the Mortgaged Property to the extent permitted by the Loan Documents;

(4)has maintained its financial statements, accounting records, and other partnership, real estate investment trust, limited liability company, or corporate documents, as the case may be, separate from those of any other Person (unless Borrower’s assets have been included in a consolidated financial statement prepared in accordance with generally accepted accounting principles);

(5)has not commingled its assets or funds with those of any other Person, unless such assets or funds can easily be segregated and identified in the ordinary course of business from those of any other Person;

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

(7)has not assumed, guaranteed, or pledged its assets to secure the liabilities or obligations of any other Person (except in connection with the Mortgage Loan or other mortgage loans that have been paid in full or collaterally assigned to Lender, including in connection with any Consolidation, Extension and Modification Agreement or similar instrument), or held out its credit as being available to satisfy the obligations of any other Person;

(8)has not made loans or advances to any other Person;

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

(10)has not sought and has no plans to Divide at any time during the Loan Term.

(i)No Bankruptcies or Judgments.

None of Borrower, Guarantor, or Key Principal, or to Borrower’s knowledge, any Person Controlling Borrower, Guarantor, or Key Principal, or any Person Controlled by Borrower, Guarantor, or Key Principal that also has a direct or indirect ownership interest in Borrower, Guarantor, or Key Principal, is currently:

(1)the subject of or a party to any completed or pending bankruptcy, reorganization, including any receivership or other insolvency proceeding;

(2)preparing or intending to be the subject of a Bankruptcy Event; or

(3)the subject of any judgment unsatisfied of record or docketed in any court; or

(4)Insolvent.

(j)No Actions or Litigation.

(1)There are no claims, actions, suits, or proceedings at law or in equity by or before any Governmental Authority now pending against or, to Borrower’s knowledge, threatened against or affecting Borrower or the Mortgaged Property not otherwise covered by insurance (except claims, actions, suits, or proceedings regarding fair housing, anti-discrimination, or equal opportunity, which shall always be disclosed); and

(2)there are no claims, actions, suits, or proceedings at law or in equity by or before any Governmental Authority now pending or, to Borrower’s knowledge, threatened against or affecting Guarantor or Key Principal, which claims, actions, suits, or proceedings, if adversely determined (individually or in the aggregate) reasonably would be expected to materially adversely affect the financial condition or business of Borrower, Guarantor, or Key Principal or the condition, operation, or ownership of the Mortgaged Property (except claims, actions, suits, or proceedings regarding fair housing, anti-discrimination, or equal opportunity, which shall always be deemed material).

(k)Payment of Taxes, Assessments, and Other Charges.

Borrower confirms that:

(1)it has filed all federal, state, county, and municipal tax returns and reports required to have been filed by Borrower;

(2)it has paid, before any fine, penalty interest, lien, or costs may be added thereto, all taxes, governmental charges, and assessments due and payable with respect to such returns and reports;

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(3)there is no controversy or objection pending, or to the knowledge of Borrower, threatened in respect of any tax returns of Borrower; and

(4)it has made adequate reserves on its books and records for all taxes that have accrued but which are not yet due and payable.

(l)Not a Foreign Person.

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

(m)ERISA.

Borrower represents and warrants that:

(1)Borrower is not an Employee Benefit Plan;

(2)no asset of Borrower constitutes “plan assets” (within the meaning of Section 3(42) of ERISA and Department of Labor Regulation Section 2510.3-101) of an Employee Benefit Plan;

(3)no asset of Borrower is subject to any laws of any Governmental Authority governing the assets of an Employee Benefit Plan; and

(4)neither Borrower nor any ERISA Affiliate is subject to any obligation or liability with respect to any ERISA Plan.

(n)Default Under Other Obligations.

(1)The execution, delivery, and performance of the obligations imposed on Borrower under this Loan Agreement and the Loan Documents to which it is a party 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.

(2)None of Borrower, Guarantor, or Key Principal is in default under any obligation to Lender.

(o)Prohibited Person.

None of Borrower, Guarantor, or Key Principal is a Prohibited Person.  To Borrower’s knowledge, none of the following is a Prohibited Person:

(1)Any Person Controlling Borrower, Guarantor, or Key Principal; or

(2)Any Person Controlled by and having a direct or indirect ownership interest in Borrower, Guarantor, or Key Principal.

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(p)No Contravention.

Neither the execution and delivery of this Loan Agreement and the other Loan Documents to which Borrower is a party, nor the fulfillment of or compliance with the terms and conditions of this Loan Agreement and the other Loan Documents to which Borrower is a party, nor the performance of the obligations of Borrower under this Loan Agreement and the other Loan Documents does or will conflict with or result in any breach or violation of, or constitute a default under, any of the terms, conditions, or provisions of Borrower’s organizational documents, or any indenture, existing agreement, or other instrument to which Borrower is a party or to which Borrower, the Mortgaged Property, or other assets of Borrower are subject.

(q)Lockbox Arrangement.

Borrower is not party to any type of lockbox agreement or similar cash management arrangement that has not been approved by Lender in writing, and no direct or indirect owner of Borrower is party to any type of lockbox agreement or similar cash management arrangement with respect to Rents or other income from the Mortgaged Property that has not been approved by Lender in writing.

Section 4.02Covenants.

(a)Maintenance of Existence; Organizational Documents.

Borrower shall maintain its existence, its entity status, franchises, rights, and privileges under the laws of the state of its formation or organization (as applicable).  Borrower shall continue to be duly qualified and in good standing to transact business in each jurisdiction in which qualification or standing is required according to applicable law to conduct its business with respect to the Mortgaged Property and where the failure to do so would adversely affect Borrower’s operation of the Mortgaged Property or the validity, enforceability, or the ability of Borrower to perform its obligations under this Loan Agreement or any other Loan Document.  Neither Borrower nor any partner, member, manager, officer, or director of Borrower shall:

(1)make or allow any material change to the organizational documents or organizational structure of Borrower, including changes relating to the Control of Borrower, or

(2)file any action, complaint, petition, or other claim to:

(A)divide, partition, or otherwise compel the sale of the Mortgaged Property, or

(B)otherwise change the Control of Borrower.

(b)Economic Sanctions, Anti-Money Laundering, and Anti-Corruption.

(1)Borrower, Guarantor, Key Principal, and any Person Controlling Borrower, Guarantor, or Key Principal, or any Person Controlled by Borrower, Guarantor, or Key Principal that also has a direct or indirect ownership interest in Borrower, Guarantor, or Key Principal shall remain in compliance with any applicable civil or criminal laws or regulations (including those requiring internal controls) intended to prohibit, prevent, or regulate money laundering, drug trafficking, terrorism, or corruption, of the United States and the jurisdiction where the Mortgaged Property is located or where the Person resides, is domiciled, or has its principal place of business.

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(2)At no time shall Borrower, Guarantor, or Key Principal, or any Person Controlling Borrower, Guarantor, or Key Principal, or any Person Controlled by Borrower, Guarantor, or Key Principal that also has a direct or indirect ownership interest in Borrower, Guarantor, or Key Principal, be a Person:

(A)against whom proceedings are pending for any alleged violation of any laws described in Section 4.02(b)(1);

(B)that has been convicted of any violation of, has been subject to civil penalties or Economic Sanctions pursuant to, or had any of its property seized or forfeited under, any laws described in Section 4.02(b)(1);

(C)with whom any United States Person, any entity organized under the laws of the United States or its constituent states or territories, or any entity, regardless of where organized, having its principal place of business within the United States or any of its territories, is prohibited from transacting business of the type contemplated by this Loan Agreement and the other Loan Documents under any other Applicable Law; or

(D)that is deemed a Sanctioned Person.

(3)Borrower, Guarantor, and Key Principal shall at all times remain in compliance with any applicable Economic Sanctions laws and regulations.

(c)Payment of Taxes, Assessments, and Other Charges.

Borrower shall file all federal, state, county, and municipal tax returns and reports required to be filed by Borrower and shall pay, before any fine, penalty interest, or cost may be added thereto, all taxes payable with respect to such returns and reports.

(d)Borrower Single Asset Status.

Until the Indebtedness is fully paid, Borrower:

(1)shall not acquire or lease any real property, personal property, or assets other than the Mortgaged Property;

(2)shall not acquire, own, operate, or participate in any business other than the leasing, ownership, management, operation, and maintenance of the Mortgaged Property;

(3)shall not commingle its assets or funds with those of any other Person, unless such assets or funds can easily be segregated and identified in the ordinary course of business from those of any other Person;

(4)shall maintain its financial statements, accounting records, and other partnership, real estate investment trust, limited liability company, or corporate documents, as the case may be, separate from those of any other Person (unless Borrower’s assets are included in a consolidated financial statement prepared in accordance with generally accepted accounting principles);

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(5)shall have no material financial obligation under any indenture, mortgage, deed of trust, deed to secure debt, loan agreement, other agreement or instrument to which Borrower is a party or by which Borrower is otherwise bound, or to which the Mortgaged Property is subject or by which it is otherwise encumbered, other than:

(A)unsecured trade payables incurred in the ordinary course of the operation of the Mortgaged Property (exclusive of amounts (i) to be paid out of the Replacement Reserve Account or Repairs Escrow Account, or (ii) for rehabilitation, restoration, repairs, or replacements of the Mortgaged Property or otherwise approved by Lender) so long as such trade payables (1) are not evidenced by a promissory note, (2) are payable within sixty (60) days of the date incurred, and (3) as of any date, do not exceed, in the aggregate, two percent (2%) of the original principal balance of the Mortgage Loan; provided, however, that otherwise compliant outstanding trade payables may exceed two percent (2%) up to an aggregate amount of four percent (4%) of the original principal balance of the Mortgage Loan for a period (beginning on or after the Effective Date) not to exceed ninety (90) consecutive days;

(B)if the Security Instrument grants a lien on a leasehold estate, Borrower’s obligations as lessee under the ground lease creating such leasehold estate; and

(C)obligations under the Loan Documents and obligations secured by the Mortgaged Property to the extent permitted by the Loan Documents;

(6)shall not assume, guaranty, or pledge its assets to secure the liabilities or obligations of any other Person (except in connection with the Mortgage Loan or other mortgage loans that have been paid in full or collaterally assigned to Lender, including in connection with any Consolidation, Extension and Modification Agreement or similar instrument) or hold out its credit as being available to satisfy the obligations of any other Person;

(7)shall not make loans or advances to any other Person;

(8)shall not enter into, or become a party to, any transaction with any Borrower Affiliate, except in the ordinary course of business and on terms which are no more favorable to any such Borrower Affiliate than would be obtained in a comparable arm’slength transaction with an unrelated third party; or

(9)shall not Divide.

(e)ERISA.

Borrower covenants that:

(1)no asset of Borrower shall constitute “plan assets” (within the meaning of Section 3(42) of ERISA and Department of Labor Regulation Section 2510.3-101) of an Employee Benefit Plan;

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(2)no asset of Borrower shall be subject to the laws of any Governmental Authority governing the assets of an Employee Benefit Plan; and

(3)neither Borrower nor any ERISA Affiliate shall incur any obligation or liability with respect to any ERISA Plan.

(f)Notice of Litigation or Insolvency.

Borrower shall give immediate written notice to Lender of any claims, actions, suits, or proceedings at law or in equity (including any insolvency, bankruptcy, or receivership proceeding) by or before any Governmental Authority pending or, to Borrower’s knowledge, threatened against or affecting Borrower, Guarantor, Key Principal, or the Mortgaged Property, which claims, actions, suits, or proceedings, if adversely determined reasonably would be expected to materially adversely affect the financial condition or business of Borrower, Guarantor, or Key Principal, or the condition, operation, or ownership of the Mortgaged Property (including any claims, actions, suits, or proceedings regarding fair housing, anti-discrimination, or equal opportunity, which shall always be deemed material).

(g)Payment of Costs, Fees, and Expenses.

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

(1)any amendment to, or consent, or waiver required under, this Loan Agreement or any of the Loan Documents (whether or not any such amendments, consents, or waivers are entered into);

(2)defending or participating in any litigation arising from actions by third parties and brought against or involving Lender with respect to:

(A)the Mortgaged Property;

(B)any event, act, condition, or circumstance in connection with the Mortgaged Property; or

(C)the relationship between or among Lender, Borrower, Key Principal, and Guarantor in connection with this Loan Agreement or any of the transactions contemplated by this Loan Agreement;

(3)the administration or enforcement of, or preservation of rights or remedies under, this Loan Agreement or any other Loan Documents including or in connection with any litigation or appeals, any Foreclosure Event or other disposition of any collateral granted pursuant to the Loan Documents; and

(4)any Bankruptcy Event or Guarantor Bankruptcy Event.

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(h)Restrictions on Distributions.

No distributions or dividends of any nature with respect to Rents or other income from the Mortgaged Property shall be made to any Person having a direct ownership interest in Borrower if an Event of Default has occurred and is continuing.

(i)Lockbox Arrangement.

Borrower shall not enter into any type of lockbox agreement or similar cash management arrangement that has not been approved by Lender in writing, and no direct or indirect owner of Borrower shall enter into any type of lockbox agreement or similar cash management arrangement with respect to Rents or other income from the Mortgaged Property that has not been approved by Lender in writing.  Lender’s approval of any such cash management arrangement may be conditioned upon requiring Borrower to enter into a lockbox agreement or similar cash management arrangement with Lender in form and substance acceptable to Lender with regard to Rents and other income from the Mortgaged Property.

ARTICLE 5 - THE MORTGAGE LOAN

Section 5.01Representations and Warranties.

The representations and warranties made by Borrower to Lender in this Section 5.01 are made as of the Effective Date and are true and correct except as disclosed on the Exceptions to Representations and Warranties Schedule.

(a)Receipt and Review of Loan Documents.

Borrower has received and reviewed this Loan Agreement and all of the other Loan Documents.

(b)No Default.

No default exists under any of the Loan Documents.

(c)No Defenses.

The Loan Documents are not currently subject to any right of rescission, set-off, counterclaim, or defense by either Borrower or Guarantor, including the defense of usury, and neither Borrower nor Guarantor has asserted any right of rescission, set-off, counterclaim, or defense with respect thereto.

(d)Loan Document Taxes.

All mortgage, mortgage recording, stamp, intangible, or any other similar taxes required to be paid by any Person under applicable law currently in effect in connection with the execution, delivery, recordation, filing, registration, perfection, or enforcement of any of the Loan Documents, including the Security Instrument, have been paid or will be paid in the ordinary course of the closing of the Mortgage Loan.

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Section 5.02Covenants.

(a)Ratification of Covenants; Estoppels; Certifications.

Borrower shall:

(1) promptly notify Lender in writing upon any violation of any covenant set forth in any Loan Document of which Borrower has notice or knowledge; provided, however, any such written notice by Borrower to Lender shall not relieve Borrower of, or result in a waiver of, any obligation under this Loan Agreement or any other Loan Document; and

(2) within ten (10) days after a request from Lender, provide a written statement, signed and acknowledged by Borrower, certifying to Lender or any person designated by Lender, as of the date of such statement:

(A) that the Loan Documents are unmodified and in full force and effect (or, if there have been modifications, that the Loan Documents are in full force and effect as modified and setting forth such modifications);

(B) the unpaid principal balance of the Mortgage Loan;

(C) the date to which interest on the Mortgage Loan has been paid;

(D) that Borrower is not in default in paying the Indebtedness or in performing or observing any of the covenants or agreements contained in this Loan Agreement or any of the other Loan Documents (or, if Borrower is in default, describing such default in reasonable detail);

(E) whether or not there are then-existing any setoffs or defenses known to Borrower against the enforcement of any right or remedy of Lender under the Loan Documents; and

(F) any additional facts reasonably requested in writing by Lender.

(b) Further Assurances.

(1)Other Documents As Lender May Require.

Within ten (10) days after request by Lender, Borrower shall, subject to Section 5.02(d) below, execute, acknowledge, and deliver, at its cost and expense, all further acts, deeds, conveyances, assignments, financing statements, transfers, documents, agreements, assurances, and such other instruments as Lender may reasonably require from time to time in order to better assure, grant, and convey to Lender the rights intended to be granted, now or in the future, to Lender under this Loan Agreement and the other Loan Documents.

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(2)Corrective Actions.

Within ten (10) days after request by Lender, Borrower shall provide, or cause to be provided, to Lender, at Borrower’s cost and expense, such further documentation or information reasonably deemed necessary or appropriate by Lender in the exercise of its rights under the related commitment letter between Borrower and Lender or to correct patent mistakes in the Loan Documents, the Title Policy, or the funding of the Mortgage Loan.

(c)Sale of Mortgage Loan.

Borrower shall, subject to Section 5.02(d) below:

(1)comply with the reasonable requirements of Lender or any Investor of the Mortgage Loan or provide, or cause to be provided, to Lender or any Investor of the Mortgage Loan within ten (10) days after the request, at Borrower’s cost and expense, such further documentation or information as Lender or Investor may reasonably require, in order to enable:

(A) Lender to sell the Mortgage Loan to such Investor;

(B) Lender to obtain a refund of any commitment fee from any such Investor; or

(C) any such Investor to further sell or securitize the Mortgage Loan;

(2)ratify and affirm in writing the representations and warranties set forth in any Loan Document as of such date specified by Lender modified as necessary to reflect changes that have occurred subsequent to the Effective Date;

(3)confirm that Borrower is not in default in paying the Indebtedness or in performing or observing any of the covenants or agreements contained in this Loan Agreement or any of the other Loan Documents (or, if Borrower is in default, describing such default in reasonable detail); and

(4)execute and deliver to Lender and/or any Investor such other documentation, including any amendments, corrections, deletions, or additions to this Loan Agreement or other Loan Document(s) as is reasonably required by Lender or such Investor.

(d) Limitations on Further Acts of Borrower.

Nothing in Section 5.02(b) and Section 5.02(c) shall require Borrower to do any further act that has the effect of:

(1) changing the economic terms of the Mortgage Loan set forth in the related commitment letter between Borrower and Lender;

(2) imposing on Borrower or Guarantor greater personal liability under the Loan Documents than that set forth in the related commitment letter between Borrower and Lender; or

(3) materially changing the rights and obligations of Borrower or Guarantor under the commitment letter.

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(e) Financing Statements; Record Searches.

(1) Borrower shall pay all costs and expenses associated with:

(A) any filing or recording of any financing statements, including all continuation statements, termination statements, and amendments or any other filings related to security interests in or liens on collateral; and

(B) any record searches for financing statements that Lender may require.

(2) Borrower hereby authorizes Lender to file any financing statements, continuation statements, termination statements, and amendments (including an “all assets” or “all personal property” collateral description or words of similar import) in form and substance as Lender may require in order to protect and preserve Lender’s lien priority and security interest in the Mortgaged Property (and to the extent Lender has filed any such financing statements, continuation statements, or amendments prior to the Effective Date, such filings by Lender are hereby authorized and ratified by Borrower).

(f) Loan Document Taxes.

Borrower shall pay, on demand, any transfer taxes, documentary taxes, assessments, or charges made by any Governmental Authority in connection with the execution, delivery, recordation, filing, registration, perfection, or enforcement of any of the Loan Documents or the Mortgage Loan.

ARTICLE 6 - PROPERTY USE, PRESERVATION, AND MAINTENANCE

Section 6.01Representations and Warranties.

The representations and warranties made by Borrower to Lender in this Section 6.01 are made as of the Effective Date and are true and correct except as disclosed on the Exceptions to Representations and Warranties Schedule.

(a) Compliance with Law; Permits and Licenses.

(1) To Borrower’s knowledge, all improvements to the Land and the use of the

Mortgaged Property comply with all applicable laws, ordinances, statutes, rules, and regulations, including all applicable statutes, rules, and regulations pertaining to requirements for equal opportunity, anti-discrimination, fair housing, and rent control, and Borrower has no knowledge of any action or proceeding (or threatened action or proceeding) regarding noncompliance or nonconformity with any of the foregoing.

(2) To Borrower’s knowledge, there is no evidence of any illegal activities on the Mortgaged Property.

(3) To Borrower’s knowledge, no permits or approvals from any Governmental Authority, other than those previously obtained and furnished to Lender, are necessary for the commencement and completion of the Repairs or Replacements, as applicable, other than those permits or approvals which will be timely obtained in the ordinary course of business.

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(4) All required permits, licenses, and certificates to comply with all zoning and land use statutes, laws, ordinances, rules, and regulations, and all applicable health, fire, safety, and building codes, and for the lawful use and operation of the Mortgaged Property, including certificates of occupancy, apartment licenses, or the equivalent, have been obtained and are in full force and effect.

(5) No portion of the Mortgaged Property has been purchased with the proceeds of any illegal activity.

(b) Property Characteristics.

(1) The Mortgaged Property contains at least:

(A) the Property Square Footage;

(B) the Total Parking Spaces; and

(C) the Total Residential Units.

(2) No part of the Land is included or assessed under or as part of another tax lot or parcel, and no part of any other property is included or assessed under or as part of the tax lot or parcels for the Land.

(c) Property Ownership.

Borrower is sole owner or ground lessee of the Mortgaged Property.

(d) Condition of the Mortgaged Property.

(1) Borrower has not made any claims, and to Borrower’s knowledge, no claims have been made, against any contractor, engineer, architect, or other party with respect to the construction or condition of the Mortgaged Property or the existence of any structural or other material defect therein; and

(2) neither the Land nor the Improvements have sustained any damage other than damage which has been fully repaired, or is fully insured and is being repaired in the ordinary course of business.

(e) Personal Property.

Borrower owns (or, to the extent disclosed on the Exceptions to Representations and Warranties Schedule, leases) all of the Personal Property that is material to and is used in connection with the management, ownership, and operation of the Mortgaged Property.

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Section 6.02 Covenants.

(a) Use of Property.

From and after the Effective Date, Borrower shall not, unless required by applicable law or Governmental Authority:

(1) change the use of all or any part of the Mortgaged Property;

(2) convert any individual dwelling units or common areas to commercial use, or convert any common area or commercial use to individual dwelling units;

(3) initiate or acquiesce in a change in the zoning classification of the Land;

(4) establish any condominium or cooperative regime with respect to the Mortgaged Property;

(5) subdivide the Land; or

(6) suffer, permit, or initiate the joint assessment of any Mortgaged Property with any other real property constituting a tax lot separate from such Mortgaged Property which could cause the part of the Land to be included or assessed under or as part of another tax lot or parcel, or any part of any other property to be included or assessed under or as part of the tax lot or parcels for the Land.

(b) Property Maintenance.

Borrower shall:

(1) pay the expenses of operating, managing, maintaining, and repairing the Mortgaged Property (including insurance premiums, utilities, Repairs, and Replacements) before the last date upon which each such payment may be made without any penalty or interest charge being added;

(2) keep the Mortgaged Property in good repair and marketable condition (ordinary wear and tear excepted) (including the replacement of Personalty and Fixtures with items of equal or better function and quality) and subject to Section 9.03(b)(3) and Section 10.03(d) restore or repair promptly, in a good and workmanlike manner, any damaged part of the Mortgaged Property to the equivalent of its original condition or condition immediately prior to the damage (if improved after the Effective Date), whether or not any insurance proceeds received upon an event of loss or any amounts received in connection with a Condemnation Action are available to cover any costs of such restoration or repair;

(3) commence all Required Repairs, Additional Lender Repairs, and Additional Lender Replacements as follows:

(A) with respect to any Required Repairs, promptly following the Effective Date (subject to Force Majeure, if applicable), in accordance with the timelines set forth on the Required Repair Schedule, or if no timelines are provided, as soon as practical following the Effective Date;

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(B) with respect to Additional Lender Repairs, in the event that Lender determines that Additional Lender Repairs are necessary from time to time or pursuant to Section 6.03(c), promptly following Lender’s written notice of such Additional Lender Repairs (subject to Force Majeure, if applicable), commence any such Additional Lender Repairs in accordance with Lender’s timelines, or if no timelines are provided, as soon as practical;

(C) with respect to Additional Lender Replacements, in the event that Lender determines that Additional Lender Replacements are necessary from time to time or pursuant to Section 6.03(c), promptly following Lender’s written notice of such Additional Lender Replacements (subject to Force Majeure, if applicable), commence any such Additional Lender Replacements in accordance with Lender’s timelines, or if no timelines are provided, as soon as practical;

(4) make, construct, install, diligently perform, and complete all Replacements, Repairs, Restoration, and any other work permitted under the Loan Documents:

(A) in a good and workmanlike manner as soon as practicable following the commencement thereof, free and clear of any Liens, including mechanics’ or materialmen’s liens and encumbrances (except Permitted Encumbrances and mechanics’ or materialmen’s liens which attach automatically under the laws of any Governmental Authority upon the commencement of any work upon, or delivery of any materials to, the Mortgaged Property and for which Borrower is not delinquent in the payment for any such work or materials);

(B) in accordance with all applicable laws, ordinances, rules, and regulations of any Governmental Authority, including applicable building codes, special use permits, and environmental regulations;

(C) in accordance with all applicable insurance and bonding requirements; and

(D) within all timeframes required by Lender, and Borrower acknowledges that it shall be an Event of Default if Borrower abandons or ceases work on any Repair at any time prior to the completion of the Repairs for a period of longer than twenty (20) days (except when Force Majeure exists and Borrower is diligently pursuing the reinstitution of such work, provided, however, any such abandonment or cessation shall not in any event allow the Repair to be completed after the Completion Period, subject to Force Majeure); and

(5) subject to the terms of Section 6.03(a), provide for professional management of the Mortgaged Property by a residential rental property manager satisfactory to Lender under a contract approved by Lender in writing;

(6) give written notice to Lender of, and, unless otherwise directed in writing by Lender, appear in and defend any action or proceeding purporting to affect the Mortgaged Property, Lender’s security for the Mortgage Loan, or Lender’s rights under this Loan Agreement; and

(7) upon Lender’s written request, submit to Lender any contracts or work orders described in Section 13.02(b).

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(c) Property Preservation.

Borrower shall:

(1) not commit waste or abandon or (ordinary wear and tear excepted) permit impairment or deterioration of the Mortgaged Property;

(2) not (or otherwise permit any other Person to) demolish, make any change in the unit mix, otherwise alter the Mortgaged Property or any part of the Mortgaged Property, or remove any Personalty or Fixtures from the Mortgaged Property, except for: (A) alterations required in connection with Repairs and Replacements; or (B) the replacement of tangible Personalty or Fixtures, provided (i) such Personalty or Fixtures are replaced with items of equal or better function and quality, and (ii) such replacement does not result in any disruption in occupancy (other than in connection with the routine releasing of units);

(3) not engage in or knowingly permit, and shall take appropriate measures to prevent and abate or cease and desist, any illegal activities at the Mortgaged Property that could endanger tenants or visitors, result in damage to the Mortgaged Property, result in forfeiture of the Land or otherwise materially impair the lien created by the Security Instrument or Lender’s interest in the Mortgaged Property;

(4) not permit any condition to exist on the Mortgaged Property that would invalidate any part of any insurance coverage required by this Loan Agreement; or

(5) not subject the Mortgaged Property to any voluntary, elective, or non-compulsory tax lien or assessment (or opt in to any voluntary, elective, or non-compulsory special tax district or similar regime).

(d) Property Inspections.

Borrower shall:

(1) permit Lender, its agents, representatives, and designees to enter upon and inspect the Mortgaged Property (including in connection with any Replacement, Repair, or Restoration, or to conduct any Environmental Inspection pursuant to the Environmental Indemnity Agreement), and shall cooperate and provide access to all areas of the Mortgaged Property (subject to the rights of tenants under the Leases):

(A) during normal business hours;

(B) at such other reasonable time upon reasonable notice of not less than one (1) Business Day;

(C) at any time when exigent circumstances exist; or

(D) at any time after an Event of Default has occurred and is continuing; and

(2) pay for reasonable costs or expenses incurred by Lender or its agents in connection with any such inspections.

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(e) Compliance with Laws.

Borrower shall:

(1) comply with all laws, ordinances, statutes, rules, and regulations of any Governmental Authority and all recorded lawful covenants and agreements relating to or affecting the Mortgaged Property, including all laws, ordinances, statutes, rules and regulations, and covenants pertaining to construction of improvements on the Land, fair housing, and requirements for equal opportunity, anti-discrimination, and Leases;

(2) procure and maintain all required permits, licenses, charters, registrations, and certificates necessary to comply with all zoning and land use statutes, laws, ordinances, rules and regulations, and all applicable health, fire, safety, and building codes and for the lawful use and operation of the Mortgaged Property, including certificates of occupancy, apartment licenses, or the equivalent;

(3) comply with all applicable laws that pertain to the maintenance and disposition of tenant security deposits;

(4) at all times maintain records sufficient to demonstrate compliance with the provisions of this Section 6.02(e); and

(5) promptly after receipt or notification thereof, provide Lender copies of any building code or zoning violation from any Governmental Authority with respect to the Mortgaged Property.

Section 6.03 Mortgage Loan Administration Matters Regarding the Property.

(a) Property Management.

From and after the Effective Date, each property manager and each property management agreement must be approved by Lender.  If, in connection with the making of the Mortgage Loan, or at any later date, Lender waives in writing the requirement that Borrower enter into a written contract for management of the Mortgaged Property, and Borrower later elects to enter into a written contract or change the management of the Mortgaged Property, such new property manager or the property management agreement must be approved by Lender.  As a condition to any approval by Lender, Lender may require that Borrower and such new property manager enter into a collateral assignment of the property management agreement on a form approved by Lender.

(b) Subordination of Fees to Affiliated Property Managers.

Any property manager that is a Borrower Affiliate to whom fees are payable for the management of the Mortgaged Property must enter into an assignment of management agreement or other agreement with Lender, in a form approved by Lender, providing for subordination of those fees and such other provisions as Lender may require.

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(c) Property Condition Assessment.

If, in connection with any inspection of the Mortgaged Property, Lender determines that the condition of the Mortgaged Property has deteriorated (ordinary wear and tear excepted) since the Effective Date, Lender may obtain, at Borrower’s expense, a property condition assessment of the Mortgaged Property.  Lender’s right to obtain a property condition assessment pursuant to this Section 6.03(c) shall be in addition to any other rights available to Lender under this Loan Agreement in connection with any such deterioration.  Any such inspection or property condition assessment may result in Lender requiring Additional Lender Repairs or Additional Lender Replacements as further described in Section 13.02(a)(9)(B).

ARTICLE 7 - LEASES AND RENTS

Section 7.01    Representations and Warranties.

The representations and warranties made by Borrower to Lender in this Section 7.01 are made as of the Effective Date and are true and correct except as disclosed on the Exceptions to Representations and Warranties Schedule.

(a) Prior Assignment of Rents.

Borrower has not executed any:

(1) prior assignment of Rents (other than an assignment of Rents securing prior indebtedness that has been paid off and discharged or will be paid off and discharged with the proceeds of the Mortgage Loan); or

(2) instrument which would prevent Lender from exercising its rights under this Loan Agreement or the Security Instrument.

(b) Prepaid Rents.

Borrower has not accepted, and does not expect to receive prepayment of, any Rents for more than two (2) months prior to the due dates of such Rents.

Section 7.02 Covenants.

(a) Leases.

Borrower shall:

(1) comply with and observe Borrower’s obligations under all Leases, including Borrower’s obligations pertaining to the maintenance and disposition of tenant security deposits;

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(2) surrender possession of the Mortgaged Property, including all Leases and all security deposits and prepaid Rents, immediately upon appointment of a receiver or Lender’s entry upon and taking of possession and control of the Mortgaged Property, as applicable;

(3) require that all Residential Leases have initial terms of not less than six (6) months and not more than twenty-four (24) months (however, if customary in the applicable market for properties comparable to the Mortgaged Property, Residential Leases with terms of less than six (6) months (but in no case less than one (1) month) may be permitted with Lender’s prior written consent), provided however, Short-Term Rentals (regardless of the duration of the term) shall not be permitted unless otherwise expressly approved by Lender in writing; and

(4) promptly provide Lender a copy of any non-Residential Lease at the time such Lease is executed (subject to Lender’s consent rights for Material Commercial Leases in Section 7.02(b)) and, upon Lender’s written request, promptly provide Lender a copy of any Residential Lease then in effect.

(b) Commercial Leases.

(1) With respect to Material Commercial Leases, Borrower shall not:

(A) enter into any Material Commercial Lease except with the prior written consent of Lender; or

(B) modify the terms of, extend, or terminate any Material Commercial Lease (including any Material Commercial Lease in existence on the Effective Date) without the prior written consent of Lender.

(2) With respect to any non-Material Commercial Lease, Borrower shall not:

(A) enter into any non-Material Commercial Lease that materially alters the use and type of operation of the premises subject to the Lease in effect as of the Effective Date or reduces the number or size of residential units at the Mortgaged Property; or

(B) modify the terms of any non-Material Commercial Lease (including any non-Material Commercial Lease in existence on the Effective Date) in any way that materially alters the use and type of operation of the premises subject to such non-Material Commercial Lease in effect as of the Effective Date, reduces the number or size of residential units at the Mortgaged Property, or results in such non-Material Commercial Lease being deemed a Material Commercial Lease.

(3) With respect to any Material Commercial Lease or non-Material Commercial Lease, Borrower shall cause the applicable tenant to provide within ten (10) days after a request by Borrower, a certificate of estoppel, or if not provided by tenant within such ten (10) day period, Borrower shall provide such certificate of estoppel, certifying:

(A) that such Material Commercial Lease or non-Material Commercial Lease is unmodified and in full force and effect (or if there have been modifications, that such Material Commercial Lease or non-Material Commercial Lease is in full force and effect as modified and stating the modifications);

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(B) the term of the Lease including any extensions thereto;

(C) the dates to which the Rent and any other charges hereunder have been paid by tenant;

(D) the amount of any security deposit delivered to Borrower as landlord;

(E) whether or not Borrower is in default (or whether any event or condition exists which, with the passage of time, would constitute an event of default) under such Lease;

(F) the address to which notices to tenant should be sent; and

(G) any other information as may be reasonably required by Lender.

(c) Payment of Rents.

Borrower shall:

(1) pay to Lender upon demand all Rents after an Event of Default has occurred and is continuing;

(2) cooperate with Lender’s efforts in connection with the assignment of Rents set forth in the Security Instrument; and

(3) not accept Rent under any Lease (whether a Residential Lease or a non-Residential Lease) for more than two (2) months in advance.

(d) Assignment of Rents.

Borrower shall not:

(1) perform any acts or execute any instrument that would prevent Lender from exercising its rights under the assignment of Rents granted in the Security Instrument or in any other Loan Document; or

(2) interfere with Lender’s collection of such Rents.

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(e) Further Assignments of Leases and Rents.

Borrower shall execute and deliver any further assignments of Leases and Rents as Lender may reasonably require.

(f) Options to Purchase by Tenants.

No Lease (whether a Residential Lease or a non-Residential Lease) shall contain an option to purchase, right of first refusal to purchase or right of first offer to purchase, except as required by applicable law.

Section 7.03 Mortgage Loan Administration Regarding Leases and Rents.

(a) Material Commercial Lease Requirements.

Each Material Commercial Lease, including any renewal or extension of any Material Commercial Lease in existence as of the Effective Date, shall provide, directly or pursuant to a subordination, non-disturbance and attornment agreement approved by Lender, that:

(1) the tenant shall, upon written notice from Lender after the occurrence of an Event of Default, pay all Rents payable under such Lease to Lender;

(2) such Lease and all rights of the tenant thereunder are expressly subordinate to the lien of the Security Instrument;

(3) the tenant shall attorn to Lender and any purchaser at a Foreclosure Event (such attornment to be self-executing and effective upon acquisition of title to the Mortgaged Property by any purchaser at a Foreclosure Event or by Lender in any manner);

(4) the tenant agrees to execute such further evidences of attornment as Lender or any purchaser at a Foreclosure Event may from time to time request; and

(5) such Lease shall not terminate as a result of a Foreclosure Event unless Lender or any other purchaser at such Foreclosure Event affirmatively elects to terminate such Lease pursuant to the terms of the subordination, non-disturbance and attornment agreement.

(b) Residential Lease Form.

All Residential Leases entered into from and after the Effective Date shall be on forms approved by Lender.

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ARTICLE 8 - BOOKS AND RECORDS; FINANCIAL REPORTING

Section 8.01 Representations and Warranties.

The representations and warranties made by Borrower to Lender in this Section 8.01 are made as of the Effective Date and are true and correct except as disclosed on the Exceptions to Representations and Warranties Schedule.

(a) Financial Information.

All financial statements and data, including statements of cash flow and income and operating expenses, that have been delivered to Lender in respect of the Mortgaged Property:

(1) are true, complete, and correct in all material respects; and

(2) accurately represent the financial condition of the Mortgaged Property as of such date.

(b) No Change in Facts or Circumstances.

All information in the Loan Application and in all financial statements, rent rolls, reports, certificates, and other documents submitted in connection with the Loan Application are complete and accurate in all material respects.  There has been no material adverse change in any fact or circumstance that would make any such information incomplete or inaccurate.

Section 8.02 Covenants.

(a) Obligation to Maintain Accurate Books and Records.

Borrower shall keep and maintain at all times at the Mortgaged Property or the property management agent’s offices or Borrower’s General Business Address and, upon Lender’s written request, shall make available at the Land:

(1) complete and accurate books of account and records (including copies of supporting bills and invoices) adequate to reflect correctly the operation of the Mortgaged Property; and

(2) copies of all written contracts, Leases, and other instruments that affect Borrower or the Mortgaged Property.

(b) Items to Furnish to Lender.

Borrower shall furnish to Lender the following, certified as true, complete, and accurate, in all material respects, by an individual having authority to bind Borrower (or Guarantor, as applicable), in such form and with such detail as Lender reasonably requires:

(1) within forty-five (45) days after the end of each first, second, and third calendar quarter, a statement of income and expenses for Borrower on a year-to-date basis as of the end of each calendar quarter;

(2) within one hundred twenty (120) days after the end of each calendar year:

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(A) for any Borrower that is an entity, a statement of income and expenses and a statement of cash flows for such calendar year;

(B) for any Borrower that is an individual, or a trust established for estate-planning purposes, a personal financial statement for such calendar year;

(C) when requested in writing by Lender, balance sheet(s) showing all assets and liabilities of Borrower and a statement of all contingent liabilities as of the end of such calendar year;

(D) if an energy consumption metric for the Mortgaged Property is required to be reported to any Governmental Authority, the Fannie Mae Energy Performance Metrics report, as generated by ENERGY STAR® Portfolio Manager, for the Mortgaged Property for such calendar year, which report must include the ENERGY STAR score, the Source Energy Use Intensity (EUI), the month and year ending period for such ENERGY STAR score and such Source Energy Use Intensity, and the ENERGY STAR Portfolio Manager Property Identification Number; provided that, if the Governmental Authority does not require the use of ENERGY STAR Portfolio Manager for the reporting of the energy consumption metric and Borrower does not use ENERGY STAR Portfolio Manager, then Borrower shall furnish to Lender the Source Energy Use Intensity for the Mortgaged Property for such calendar year;

(E) a written certification ratifying and affirming that:

(i) Borrower has taken no action in violation of Section 4.02(d) regarding its single asset status;

(ii) Borrower has received no notice of any building code violation, or if Borrower has received such notice, evidence of remediation;

(iii) Borrower has made no application for rezoning or received any notice that the Mortgaged Property has been or is being rezoned; and

(iv) Borrower has taken no action and has no knowledge of any action that would violate the provisions of Section 11.02(b)(1)(F) regarding liens encumbering the Mortgaged Property;

(F) an accounting of all security deposits held pursuant to all Leases, including the name of the institution (if any) and the names and identification numbers of the accounts (if any) in which such security deposits are held and the name of the person to contact at such financial institution, along with any authority or release necessary for Lender to access information regarding such accounts; and

(G) written confirmation of:

(i) any changes occurring since the Effective Date (or that no such changes have occurred since the Effective Date) in (1) the direct owners of Borrower, (2) the indirect owners (and any non-member managers) of Borrower that Control Borrower (excluding any Publicly-Held Corporations or Publicly-Held Trusts), or (3) the indirect owners of

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Borrower that hold twenty-five percent (25%) or more of the ownership interests in Borrower (excluding any Publicly-Held Corporations or Publicly-Held Trusts), and their respective interests;

(ii) the names of all officers and directors of (1) any Borrower which is a corporation, (2) any corporation which is a general partner of any Borrower which is a partnership, or (3) any corporation which is the managing member or non-member manager of any Borrower which is a limited liability company; and

(iii) the names of all managers who are not members of (1) any Borrower which is a limited liability company, (2) any limited liability company which is a general partner of any Borrower which is a partnership, or (3) any limited liability company which is the managing member or non-member manager of any Borrower which is a limited liability company; and

(H) if not already provided pursuant to Section 8.02(b)(2)(A) above, a statement of income and expenses for Borrower’s operation of the Mortgaged Property on a year-to-date basis as of the end of each calendar year;

(3) within forty-five (45) days after the end of each first, second, and third calendar quarter and within one hundred twenty (120) days after the end of each calendar year, and at any other time upon Lender’s written request, a rent schedule for the Mortgaged Property showing the name of each tenant and for each tenant, the space occupied, the lease expiration date, the rent payable for the current month, the date through which rent has been paid, and any related information requested by Lender; and

(4) upon Lender’s written request (but, absent an Event of Default, no more frequently than once in any six (6) month period):

(A) any item described in Section 8.02(b)(1) or Section 8.02(b)(2) for Borrower, certified as true, complete, and accurate by an individual having authority to bind Borrower;

(B) a property management or leasing report for the Mortgaged Property, showing the number of rental applications received from tenants or prospective tenants and deposits received from tenants or prospective tenants, and any other information requested by Lender;

(C) a statement of income and expenses for Borrower’s operation of the

Mortgaged Property on a year-to-date basis as of the end of each month for such period as requested by Lender, which statement shall be delivered within thirty (30) days after the end of such month requested by Lender;

(D) a statement of real estate owned directly or indirectly by Borrower and Guarantor for such period as requested by Lender, which statement(s) shall be delivered within thirty (30) days after the end of such month requested by Lender;

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(E) for any Guarantor, by the later of thirty (30) days after the date requested by Lender and the date one hundred twenty (120) days after the end of the most recent calendar year:

(i) that is an entity, a statement of income and expenses and a statement of cash flows for such calendar year;

(ii) that is an individual, or a trust established for estate-planning purposes, a personal financial statement for such calendar year; and

(iii) balance sheet(s) showing all assets and liabilities of Guarantor and a statement of all contingent liabilities as of the end of such calendar year; and

(F) a statement that identifies:

(i) the direct owners of Borrower and their respective interests;

(ii) the indirect owners (and any non-member managers) of Borrower that Control Borrower (excluding any Publicly-Held Corporations or Publicly-Held Trusts) and their respective interests; and

(iii) the indirect owners of Borrower that hold twenty-five percent (25%) or more of the ownership interests in Borrower (excluding any Publicly-Held Corporations or Publicly-Held Trusts) and their respective interests.

(c) Audited Financials.

In the event Borrower or Guarantor receives or obtains any audited financial statements and such financial statements are required to be delivered to Lender under Section 8.02(b),

Borrower shall deliver or cause to be delivered to Lender the audited versions of such financial statements.

(d) Delivery of Books and Records.

If an Event of Default has occurred and is continuing, Borrower shall deliver to Lender, upon written demand, all books and records relating to the Mortgaged Property or its operation.

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Section 8.03   Mortgage Loan Administration Matters Regarding Books and Records and Financial Reporting.

(a) Lender’s Right to Obtain Audited Books and Records.

Lender may require that Borrower’s or Guarantor’s books and records be audited, at Borrower’s expense, by an independent certified public accountant selected by Lender in order to produce or audit any statements, schedules, and reports of Borrower, Guarantor, or the Mortgaged Property required by Section 8.02, if:

(1) Borrower or Guarantor fails to provide in a timely manner the statements, schedules, and reports required by Section 8.02 and, thereafter, Borrower or Guarantor fails to provide such statements, schedules, and reports within the cure period provided in Section 14.01(c);

(2) the statements, schedules, and reports submitted to Lender pursuant to Section 8.02 are not full, complete, and accurate in all material respects as determined by Lender and, thereafter, Borrower or Guarantor fails to provide such statements, schedules, and reports within the cure period provided in Section 14.01(c); or

(3) an Event of Default has occurred and is continuing.

Notwithstanding the foregoing, the ability of Lender to require the delivery of audited financial statements shall be limited to not more than once per Borrower’s fiscal year so long as no Event of Default has occurred during such fiscal year (or any event which, with the giving of written notice or the passage of time, or both, would constitute an Event of Default has occurred and is continuing).  Borrower shall cooperate with Lender in order to satisfy the provisions of this Section 8.03(a).  All related costs and expenses of Lender shall become due and payable by Borrower within ten (10) Business Days after demand therefor.

(b) Credit Reports; Credit Score.

No more often than once in any twelve (12) month period, Lender is authorized to obtain a credit report (if applicable) on Borrower or Guarantor, the cost of which report shall be paid by Borrower.  Lender is authorized to obtain a Credit Score (if applicable) for Borrower or Guarantor at any time at Lender’s expense.

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ARTICLE 9 - INSURANCE

Section 9.01 Representations and Warranties.

The representations and warranties made by Borrower to Lender in this Section 9.01 are made as of the Effective Date and are true and correct except as disclosed on the Exceptions to Representations and Warranties Schedule.

(a) Compliance with Insurance Requirements.

Borrower is in compliance with Lender’s insurance requirements (or has obtained a written waiver from Lender for any non-compliant coverage) and has timely paid all premiums on all required insurance policies.

(b) Property Condition.

(1) The Mortgaged Property has not been damaged by fire, water, wind, or other cause of loss; or

(2) if previously damaged, any previous damage to the Mortgaged Property has been repaired and the Mortgaged Property has been fully restored.

Section 9.02 Covenants.

(a) Insurance Requirements.

(1) As required by Lender and applicable law, and as may be modified from time to time, Borrower shall:

(A) keep the Improvements insured at all times against any hazards, which insurance shall include coverage against loss by fire and all other perils insured by the “special causes of loss” coverage form, general boiler and machinery coverage, business income coverage, and flood (if any of the Improvements are located in an area identified by the Federal Emergency Management Agency (or any successor) as an area having special flood hazards and to the extent flood insurance is available in that area), and may include sinkhole insurance, mine subsidence insurance, earthquake insurance, terrorism insurance, windstorm insurance and, if the Mortgaged Property does not conform to applicable building, zoning, or land use laws, ordinance and law coverage;

(B) maintain at all times commercial general liability insurance, workmen’s compensation insurance, and such other liability, errors and omissions, and fidelity insurance coverage; and

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(C) maintain builder’s risk and public liability insurance, and other insurance in connection with completing the Repairs or Replacements, as applicable.

(b) Delivery of Policies, Renewals, Notices, and Proceeds.

Borrower shall:

(1) cause all insurance policies (including any policies not otherwise required by Lender) which can be endorsed with standard non-contributing, non-reporting mortgagee clauses making loss payable to Lender (or Lender’s assigns) to be so endorsed;

(2) promptly deliver to Lender a copy of all renewal and other notices received by Borrower with respect to the policies and all receipts for paid premiums;

(3) deliver evidence, in form and content acceptable to Lender, that each required insurance policy under this Article 9 has been renewed not less than fifteen (15) days prior to the applicable expiration date, and (if such evidence is other than an original or duplicate original of a renewal policy) deliver the original or duplicate original of each renewal policy (or such other evidence of insurance as may be required by or acceptable to Lender) in form and content acceptable to Lender within ninety (90) days after the applicable expiration date of the original insurance policy;

(4) provide immediate written notice to the insurance company and to Lender of any event of loss;

(5) execute such further evidence of assignment of any insurance proceeds as Lender may require; and

(6) provide immediate written notice to Lender of Borrower’s receipt of any insurance proceeds under any insurance policy required by Section 9.02(a)(1) above and, if requested by Lender, deliver to Lender all of such proceeds received by Borrower to be applied by Lender in accordance with this Article 9.

Section 9.03 Mortgage Loan Administration Matters Regarding Insurance

(a) Lender’s Ongoing Insurance Requirements.

Borrower acknowledges that Lender’s insurance requirements may change from time to time.  All insurance policies and renewals of insurance policies required by this Loan Agreement shall be:

(1) in the form and with the terms required by Lender;

(2) in such amounts, with such maximum deductibles and for such periods required by Lender; and

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(3) issued by insurance companies satisfactory to Lender.

BORROWER ACKNOWLEDGES THAT ANY FAILURE OF BORROWER TO COMPLY WITH THE REQUIREMENTS SET FORTH IN SECTION 9.02(a) OR SECTION 9.02(b)(3) ABOVE SHALL PERMIT LENDER TO PURCHASE THE APPLICABLE INSURANCE AT BORROWER’S COST.  SUCH INSURANCE MAY, BUT NEED NOT, PROTECT BORROWER’S INTERESTS.  THE COVERAGE THAT LENDER PURCHASES MAY NOT PAY ANY CLAIM THAT BORROWER MAKES OR ANY CLAIM THAT IS MADE AGAINST BORROWER IN CONNECTION WITH THE MORTGAGED PROPERTY.  IF LENDER PURCHASES INSURANCE FOR THE MORTGAGED PROPERTY AS PERMITTED HEREUNDER, BORROWER WILL BE RESPONSIBLE FOR THE COSTS OF THAT INSURANCE, INCLUDING INTEREST AT THE DEFAULT RATE AND ANY OTHER CHARGES LENDER MAY IMPOSE IN CONNECTION WITH THE PLACEMENT OF THE INSURANCE UNTIL THE EFFECTIVE DATE OF THE CANCELLATION OR THE EXPIRATION OF THE INSURANCE.  THE COSTS OF THE INSURANCE SHALL BE ADDED TO BORROWER’S TOTAL OUTSTANDING BALANCE OR OBLIGATION AND SHALL CONSTITUTE ADDITIONAL INDEBTEDNESS.  THE COSTS OF THE INSURANCE MAY BE MORE THAN THE COST OF INSURANCE BORROWER MAY BE ABLE TO OBTAIN ON ITS OWN.  BORROWER MAY LATER CANCEL ANY INSURANCE PURCHASED BY LENDER, BUT ONLY AFTER PROVIDING EVIDENCE THAT BORROWER HAS OBTAINED INSURANCE AS REQUIRED BY THIS LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS.

(b) Application of Proceeds on Event of Loss.

(1) Upon an event of loss, Lender may, at Lender’s option:

(A) hold such proceeds in the Restoration Reserve Account to be applied to reimburse Borrower for the cost of Restoration (in accordance with Article 13 and Lender’s then-current policies relating to the Restoration of similar multifamily residential properties); or

(B) apply such proceeds to the payment of the Indebtedness, whether or not then due; provided, however, Lender shall not apply insurance proceeds to the payment of the Indebtedness and shall permit Restoration pursuant to Section 9.03(b)(1)(A) if all of the following conditions are met:

(i) no Event of Default has occurred and is continuing (or any event which, with the giving of written notice or the passage of time, or both, would constitute an Event of Default has occurred and is continuing);

(ii) Lender determines that the combination of insurance proceeds and amounts provided by Borrower will be sufficient funds to complete the Restoration;

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(iii) Lender determines that the Net Cash Flow generated by the Mortgaged Property after completion of the Restoration will be sufficient to support a debt service coverage ratio not less than the debt service coverage ratio immediately prior to the event of loss, but in no event less than 1.0x (the debt service coverage ratio shall be calculated on a thirty (30) year amortizing basis (if applicable, on a proforma basis approved by Lender) in all events and shall include all operating costs and other expenses, Imposition Deposits, deposits to Collateral Accounts, and Mortgage Loan repayment obligations);

(iv) Lender determines that the Restoration will be completed before the earlier of (1) one year before the stated Maturity Date, or (2) one year after the date of the loss or casualty; and

(v) Borrower provides Lender, upon written request, evidence of the availability during and after the Restoration of the insurance required to be maintained by Borrower pursuant to this Loan Agreement.

(2) Notwithstanding the foregoing, if any loss is estimated to be in an amount equal to or less than $150,000, Lender shall not exercise its rights and remedies as power-of-attorney herein and shall allow Borrower to make proof of loss, to adjust and compromise any claims under policies of property damage insurance, to appear in and prosecute any action arising from such policies of property damage insurance, and to collect and receive the proceeds of property damage insurance; provided that each of the following conditions shall be satisfied:

(A) Borrower shall immediately notify Lender of the casualty giving rise to the claim;

(B) no Event of Default has occurred and is continuing (or any event which, with the giving of written notice or the passage of time, or both, would constitute an Event of Default has occurred and is continuing);

(C) the Restoration will be completed before the earlier of (i) one year before the stated Maturity Date, or (ii) one year after the date of the loss or casualty;

(D) Lender determines that the combination of insurance proceeds and amounts provided by Borrower will be sufficient funds to complete the Restoration;

(E) all proceeds of property damage insurance shall be issued in the form of joint checks to Borrower and Lender;

(F) all proceeds of property damage insurance shall be applied to the Restoration;

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(G) Borrower shall deliver to Lender evidence satisfactory to Lender of completion of the Restoration and obtainment of all lien releases;

(H) Borrower shall have complied to Lender’s satisfaction with the foregoing requirements on any prior claims subject to this provision, if any; and

(I) Lender shall have the right to inspect the Mortgaged Property (subject to the rights of tenants under the Leases).

(3) If Lender elects to apply insurance proceeds to the Indebtedness in accordance with the terms of this Loan Agreement, Borrower shall not be obligated to restore or repair the Mortgaged Property.  Rather, Borrower shall restrict access to the damaged portion of the Mortgaged Property and, at its expense and regardless of whether such costs are covered by insurance, clean up any debris resulting from the casualty event, and, if required or otherwise permitted by Lender, demolish or raze any remaining part of the damaged Mortgaged Property to the extent necessary to keep and maintain the Mortgaged Property in a safe, habitable, and marketable condition.  Nothing in this Section 9.03(b) shall affect any of Lender’s remedial rights against Borrower in connection with a breach by Borrower of any of its obligations under this Loan Agreement or under any Loan Document, including any failure to timely pay Monthly Debt Service Payments or maintain the insurance coverage(s) required by this Loan Agreement.

(c) Payment Obligations Unaffected.

The application of any insurance proceeds to the Indebtedness shall not extend or postpone the Maturity Date, or the due date or the full payment of any Monthly Debt Service Payment, Monthly Replacement Reserve Deposit, or any other installments referred to in this Loan Agreement or in any other Loan Document.  Notwithstanding the foregoing, if Lender applies insurance proceeds to the Indebtedness in connection with a casualty of less than the entire Mortgaged Property, and after such application of proceeds the debt service coverage ratio (as determined by Lender) is less than 1.25x based on the then-applicable Monthly Debt Service Payment and the anticipated ongoing Net Cash Flow of the Mortgaged Property after such casualty event, then Lender may, at its discretion, permit an adjustment to the Monthly Debt Service Payments that become due and owing thereafter, based on Lender’s then-current underwriting requirements.  In no event shall the preceding sentence obligate Lender to make any adjustment to the Monthly Debt Service Payments.

(d) Foreclosure Sale.

If the Mortgaged Property is transferred pursuant to a Foreclosure Event or Lender otherwise acquires title to the Mortgaged Property, Borrower acknowledges that Lender shall automatically succeed to all rights of Borrower in and to any insurance policies and unearned insurance premiums applicable to the Mortgaged Property and in and to the proceeds resulting from any damage to the Mortgaged Property prior to such Foreclosure Event or such acquisition.

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(e) Appointment of Lender as Attorney-In-Fact.

Borrower hereby authorizes and appoints Lender as attorney-in-fact pursuant to Section

14.03(c).

ARTICLE 10 - CONDEMNATION

Section 10.01    Representations and Warranties.

The representations and warranties made by Borrower to Lender in this Section 10.01 are made as of the Effective Date and are true and correct except as disclosed on the Exceptions to Representations and Warranties Schedule.

(a) Prior Condemnation Action.

No part of the Mortgaged Property has been taken in connection with a Condemnation Action.

(b) Pending Condemnation Actions.

No Condemnation Action is pending or, to Borrower’s knowledge, is threatened for the partial or total condemnation or taking of the Mortgaged Property.

Section 10.02    Covenants.

(a) Notice of Condemnation.

Borrower shall:

(1) promptly notify Lender of any Condemnation Action of which Borrower has knowledge;

(2) appear in and prosecute or defend, at its own cost and expense, any action or proceeding relating to any Condemnation Action, including any defense of Lender’s interest in the Mortgaged Property tendered to Borrower by Lender, unless otherwise directed by Lender in writing; and

(3) execute such further evidence of assignment of any condemnation award in connection with a Condemnation Action as Lender may require.

(b) Condemnation Proceeds.

Borrower shall pay to Lender all awards or proceeds of a Condemnation Action promptly upon receipt.

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Section 10.03     Mortgage Loan Administration Matters Regarding Condemnation.

(a) Application of Condemnation Awards.

Lender may apply any awards or proceeds of a Condemnation Action, after the deduction of Lender’s expenses incurred in the collection of such amounts, to:

(1) the restoration or repair of the Mortgaged Property, if applicable;

(2) the payment of the Indebtedness, with the balance, if any, paid to Borrower; or

(3) Borrower.

(b) Payment Obligations Unaffected.

The application of any awards or proceeds of a Condemnation Action to the Indebtedness shall not extend or postpone the Maturity Date, or the due date or the full payment of any Monthly Debt Service Payment, Monthly Replacement Reserve Deposit, or any other installments referred to in this Loan Agreement or in any other Loan Document.

(c) Appointment of Lender as Attorney-In-Fact.

Borrower hereby authorizes and appoints Lender as attorney-in-fact pursuant to Section

14.03(c).

(d) Preservation of Mortgaged Property.

If a Condemnation Action results in or from damage to the Mortgaged Property and Lender elects to apply the proceeds or awards from such Condemnation Action to the Indebtedness in accordance with the terms of this Loan Agreement, Borrower shall not be obligated to restore or repair the Mortgaged Property. Rather, Borrower shall restrict access to any portion of the Mortgaged Property which has been damaged or destroyed in connection with such Condemnation Action and, at Borrower’s expense and regardless of whether such costs are covered by insurance, clean up any debris resulting in or from the Condemnation Action, and, if required by any Governmental Authority or otherwise permitted by Lender, demolish or raze any remaining part of the damaged Mortgaged Property to the extent necessary to keep and maintain the Mortgaged Property in a safe, habitable, and marketable condition.  Nothing in this Section 10.03(d) shall affect any of Lender’s remedial rights against Borrower in connection with a breach by Borrower of any of its obligations under this Loan Agreement or under any Loan Document, including any failure to timely pay Monthly Debt Service Payments or maintain the insurance coverage(s) required by this Loan Agreement.

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ARTICLE 11 - LIENS, TRANSFERS, AND ASSUMPTIONS

Section 11.01     Representations and Warranties.

The representations and warranties made by Borrower to Lender in this Section 11.01 are made as of the Effective Date and are true and correct except as disclosed on the Exceptions to Representations and Warranties Schedule.

(a) No Labor or Materialmen’s Claims.

All parties furnishing labor and materials on behalf of Borrower have been paid in full.  There are no mechanics’ or materialmen’s liens (whether filed or unfiled) outstanding for work, labor, or materials (and no claims or work outstanding that under applicable law could give rise to any such mechanics’ or materialmen’s liens) affecting the Mortgaged Property, whether prior to, equal with, or subordinate to the lien of the Security Instrument.

(b) No Other Interests.

No Person:

(1) other than Borrower has any possessory ownership or interest in the Mortgaged Property or right to occupy the same except under and pursuant to the provisions of existing Leases, the material terms of all such Leases having been previously disclosed in writing to Lender; or

(2) has an option, right of first refusal, or right of first offer (except as required by applicable law) to purchase the Mortgaged Property, or any interest in the Mortgaged Property.

Section 11.02     Covenants.

(a) Liens; Encumbrances.

Borrower shall not permit the grant, creation, or existence of any Lien, whether voluntary, involuntary, or by operation of law, on all or any portion of the Mortgaged Property (including any voluntary, elective, or non-compulsory tax lien or assessment pursuant to a voluntary, elective, or non-compulsory special tax district or similar regime) other than:

(1) Permitted Encumbrances;

(2) the creation of:

(A) any tax lien, municipal lien, utility lien, mechanics’ lien, materialmen’s lien, or judgment lien against the Mortgaged Property if bonded off, released of record, or otherwise remedied to Lender’s satisfaction within sixty (60) days after the earlier of the date Borrower has actual notice or constructive notice of the existence of such lien; or

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(B) any mechanics’ or materialmen’s liens which attach automatically under the laws of any Governmental Authority upon the commencement of any work upon, or delivery of any materials to, the Mortgaged Property and for which Borrower is not delinquent in the payment for any such work or materials; and

(3) the lien created by the Loan Documents.

(b) Transfers.

(1) Mortgaged Property.

Borrower shall not Transfer, or cause or permit a Transfer of, all or any part of the Mortgaged Property (including any interest in the Mortgaged Property) other than:

(A) a Transfer to which Lender has consented in writing;

(B) Leases permitted pursuant to the Loan Documents;

(C) [reserved];

(D) a Transfer of obsolete or worn out Personalty or Fixtures that are contemporaneously replaced by items of equal or better function and quality which are free of Liens (other than those created by the Loan Documents);

(E) the grant of an easement, servitude, or restrictive covenant to which Lender has consented, and Borrower has paid to Lender, upon demand, all costs and expenses incurred by Lender in connection with reviewing Borrower’s request (including reasonable attorneys’ fees and a $5,000 review fee, which shall be in lieu of any other Review Fee or Transfer Fee);

(F) a lien permitted pursuant to Section 11.02(a) of this Loan Agreement; or

(G) the conveyance of the Mortgaged Property following a Foreclosure Event.

(2) Interests in Borrower, Key Principal, or Guarantor.

Other than a Transfer to which Lender has consented in writing, Borrower shall not Transfer, or cause or permit to be Transferred:

(A) any direct or indirect ownership interest in Borrower, Key Principal, or Guarantor (if applicable) if such Transfer would cause a change in Control;

(B) a direct or indirect Restricted Ownership Interest in Borrower, Key Principal, or Guarantor (if applicable);provided however, that for the avoidance of doubt, a Transfer of limited partnership interests in Cantor Fitzgerald Income Trust Operating Partnership, L.P. (the “Operating Partnership”) shall not constitute a Transfer of a Restricted Ownership Interest so long as at all times Key Principal owns one hundred percent (100%) of the general partnership interests and not less than fifty percent (50%) of the limited partnership interests in the Operating Partnership;

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(C) fifty percent (50%) or more of Key Principal’s or Guarantor’s direct or indirect ownership interests in Borrower that existed on the Effective Date (individually or on an aggregate basis);provided however, that for the avoidance of doubt, a Transfer of limited partnership interests in the Operating Partnership shall not be restricted by this provision, so long as Key Principal owns one hundred percent (100%) of the general partnership interests and not less than fifty percent (50%) of the limited partnership interests in the Operating Partnership as of the effective date of the subject Transfer;

(D) the economic benefits or rights to cash flows attributable to any ownership interests in Borrower, Key Principal, or Guarantor (if applicable) separate from the Transfer of the underlying ownership interests if the Transfer of the underlying ownership interest is prohibited by this Loan Agreement; or

(E) a Transfer to a new key principal or new guarantor (if such new key principal or guarantor is an entity), which entity has an organizational existence termination date that ends before the Maturity Date.

Notwithstanding the foregoing, if a Publicly-Held Corporation or a Publicly-Held Trust Controls Borrower, Key Principal, or Guarantor, or owns a direct or indirect Restricted Ownership Interest in Borrower, Key Principal, or Guarantor, a Transfer of any ownership interests in such Publicly-Held Corporation or Publicly-Held Trust shall not be prohibited under this Loan Agreement as long as (i) such Transfer does not result in a conversion of such Publicly-Held Corporation or Publicly-Held Trust to a privately held entity, and (ii) Borrower provides written notice to Lender not later than thirty (30) days thereafter of any such Transfer that results in any Person owning ten percent (10%) or more of the ownership interests in such Publicly-Held Corporation or Publicly-Held Trust.

(3) Transfers of Non-Controlling Interests.

Transfers of direct or indirect limited partnership or non-managing member interests in Borrower that result in a Transfer of fifty percent (50%) or more of the limited partnership or non-managing membership interests shall be consented to by Lender if such Transfer satisfies the following conditions:

(A) Key Principal or Guarantor (as applicable) Controls Borrower with the same rights and abilities as Key Principal or Guarantor (as applicable) Controls Borrower immediately prior to the date of such Transfer;

(B) such Transfer satisfies the requirements of Section 11.02(b)(2)(C);

(C) Borrower shall provide Lender not less than thirty (30) days prior written notice of the proposed Transfer and obtain Lender’s approval;

(D) Borrower shall provide with its notice to Lender an organizational chart reflecting, and all organizational documents relevant to, the proposed Transfer;

(E) Borrower shall provide with its notice to Lender a certification that no change of Control of Borrower or Key Principal shall occur as a result of such Transfer;

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(F) the transferee shall not be, as of the date of the Transfer, a Prohibited Person if, as a result of the Transfer, the transferee will own twenty-five percent (25%) or more of the direct or indirect ownership interests in Borrower (or, if any other investor will own twenty-five percent (25%) or more of the direct or indirect ownership interests in Borrower that did not own twenty-five percent (25%) or more before the Transfer, such investor shall not, as of the date of the Transfer, be a Prohibited Person);

(G) Borrower shall pay to Lender:

(i) concurrently with its notice to Lender, the Review Fee plus a Transfer Fee of $25,000; and

(ii) upon demand, any out-of-pocket costs and expenses, including reasonable attorneys’ fees and expenses, incurred by Lender in connection with its review of the Transfer request; and

(H) Borrower shall execute upon demand such documents or certifications as Lender reasonably requires in order to confirm the post-transfer ownership structure, compliance with the stated conditions, and any other relevant factual matter.

(4) Name Change or Entity Conversion.

Lender shall consent to Borrower changing its name, changing its jurisdiction of organization, or converting from one type of legal entity into another type of legal entity for any lawful purpose, provided that:

(A) Lender receives written notice at least thirty (30) days prior to such change or conversion, which notice shall include organizational charts that reflect the structure of Borrower both prior to and subsequent to such name change or entity conversion;

(B) such Transfer is not otherwise prohibited under the provisions of Section 11.02(b)(2);

(C) Borrower executes an amendment to this Loan Agreement and any other Loan Documents required by Lender documenting the name change or entity conversion;

(D) Borrower agrees and acknowledges, at Borrower’s expense, that (i) Borrower will execute and record in the land records any instrument required by the Property Jurisdiction to be recorded to evidence such name change or entity conversion (or provide Lender with written confirmation from the title company (via electronic mail or letter) that no such instrument is required), (ii) Borrower will execute any additional documents required by Lender, including the amendment to this Loan Agreement, and allow such documents to be recorded or filed in the land records of the Property Jurisdiction, (iii) Lender will obtain a “date down” endorsement to the Lender’s Title Policy (or obtain a new Title Policy if a “date down” endorsement is not available in the Property Jurisdiction), evidencing title to the Mortgaged Property being in the name of the successor entity and the Lien of the Security Instrument against the Mortgaged Property, and (iv) Lender will file any required UCC-3 financing statement and make any other filing deemed necessary to maintain the priority of its Liens on the Mortgaged Property; and

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(E) no later than ten (10) days subsequent to such name change or entity conversion, Borrower shall provide Lender (i) the documentation filed with the appropriate office in Borrower’s state of formation evidencing such name change or entity conversion, (ii) copies of the organizational documents of Borrower, including any amendments, filed with the appropriate office in Borrower’s state of formation reflecting the post-conversion Borrower name, form of organization, and structure, and (iii) if available, new certificates of good standing or valid formation for Borrower.

(5) No Delaware Statutory Trust or Series LLC Conversion.

Notwithstanding any provisions herein to the contrary, no Borrower, Guarantor, or Key Principal shall convert to a Delaware Statutory Trust or a series limited liability company.

(6) Plans of Division.

Borrower shall not Divide.  Lender shall consent to a Division by Guarantor or Key Principal provided that:

(A) Lender receives written notice at least thirty (30) days prior to the effective date of such Division, which notice shall include (i) a certification acceptable to Lender that such Division is not otherwise prohibited under the provisions of Article 11, (ii) a copy of the plan of division, and (iii) organizational charts that reflect the organizational structure of Borrower, Guarantor, and Key Principal both prior to and subsequent to such Division;

(B) no later than ten (10) days subsequent to such Division, Borrower shall provide Lender (i) the certificate of division or such other documentation filed with the appropriate office evidencing such Division, (ii) copies of the organizational documents of Borrower (if amended), Guarantor, and Key Principal, including any amendments thereto, that reflect the post-Division organizational structure, and (iii) new certificates of good standing or valid formation for Borrower (if amended), Guarantor, and Key Principal; and

(C) Borrower has paid to Lender, upon demand, all costs and expenses incurred by Lender in connection with reviewing Borrower’s request (including reasonable attorneys’ fees and a $25,000 review fee, which shall be in lieu of any other Review Fee or Transfer Fee).

(c) No Other Indebtedness.

Other than the Mortgage Loan, Borrower shall not incur or be obligated at any time with respect to any loan or other indebtedness (except trade payables as otherwise permitted in this Loan Agreement), including any indebtedness secured by a Lien on, or the cash flows from, the Mortgaged Property.

(d) No Mezzanine Financing or Preferred Equity.

Neither Borrower nor any direct or indirect owner of Borrower shall: (1) incur any Mezzanine Debt other than Permitted Mezzanine Debt; (2) issue any Preferred Equity other than Permitted Preferred Equity; or (3) incur any similar indebtedness or issue any similar equity.

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Section 11.03   Mortgage Loan Administration Matters Regarding Liens, Transfers, and Assumptions.

(a)   Assumption of Mortgage Loan.

Lender shall consent to a Transfer of the Mortgaged Property to and an assumption of the Mortgage Loan by a new borrower if each of the following conditions is satisfied prior to the Transfer:

(1) Borrower has submitted to Lender all information required by Lender to make the determination required by this Section 11.03(a);

(2) no Event of Default has occurred and is continuing, and no event which, with the giving of written notice or the passage of time, or both, would constitute an Event of Default has occurred and is continuing;

(3) Lender determines that:

(A) the proposed new borrower, new key principal, and any other new guarantor fully satisfy all of Lender’s then-applicable borrower, key principal, or guarantor eligibility, credit, management, and other loan underwriting standards, which shall include an analysis of (i) the previous relationships between Lender and the proposed new borrower, new key principal, new guarantor, and any Person in Control of them, and the organization of the new borrower, new key principal, and new guarantor (if applicable), and (ii) the operating and financial performance of the Mortgaged Property, including physical condition and occupancy;

(B) none of the proposed new borrower, new key principal, and any new guarantor, or any owners of the proposed new borrower, new key principal, and any new guarantor, are a Prohibited Person; and

(C) none of the proposed new borrower, new key principal, and any new guarantor (if any of such are entities) shall have an organizational existence termination date that ends before the Maturity Date;

(4) [reserved];

(5) the proposed new borrower has:

(A) executed an assumption agreement acceptable to Lender that, among other things, requires the proposed new borrower to assume and perform all obligations of Borrower (or any other transferor), and that may require that the new borrower comply with any provisions of any Loan Document that previously may have been waived by Lender for Borrower, subject to the terms of Section 11.03(g);

(B) if required by Lender, delivered to the title company for filing and/or recording in all applicable jurisdictions, all applicable Loan Documents including the assumption agreement to correctly evidence the assumption and the confirmation, continuation, perfection, and priority of the Liens created hereunder and under the other Loan Documents; and

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(C) delivered to Lender a “date-down” endorsement to the Title Policy acceptable to Lender (or a new title insurance policy if a “date-down” endorsement is not available);

(6) one or more individuals or entities acceptable to Lender as new guarantors have executed and delivered to Lender:

(A) an assumption agreement acceptable to Lender that requires the new guarantor to assume and perform all obligations of Guarantor under any Guaranty given in connection with the Mortgage Loan; or

(B) a substitute Non-Recourse Guaranty and other substitute guaranty in a form acceptable to Lender;

(7) Lender has reviewed and approved the Transfer documents; and

(8) Lender has received the fees described in Section 11.03(g).

(b) Transfers to Key Principal-Owned Affiliates or Guarantor-Owned Affiliates.

(1) Except as otherwise covered in Section 11.03(b)(2) below, Transfers of direct or indirect ownership interests in Borrower to Key Principal or Guarantor, or to a transferee through which Key Principal or Guarantor (as applicable) Controls Borrower with the same rights and abilities as Key Principal or Guarantor (as applicable) Controls Borrower immediately prior to the date of such Transfer, shall be consented to by Lender if such Transfer satisfies the applicable requirements of Section 11.03(a) as they would relate to such transferee, other than Section 11.03(a)(5), 11.03(a)(5) and 11.03(a)(6).

(2) Transfers of direct or indirect interests in Borrower held by a Key Principal or Guarantor to other Key Principals or Guarantors, as applicable, shall be consented to by Lender if such Transfer satisfies the following conditions:

(A) the Transfer does not cause a change in the Control of Borrower; and

(B) the transferor Key Principal or Guarantor maintains the same right and ability to Control Borrower as existed prior to the Transfer.

If the conditions set forth in this Section 11.03(b) are satisfied, the Transfer Fee shall be waived provided Borrower shall pay the Review Fee and out-of-pocket costs set forth in Section 11.03(g).

(c) Estate Planning.

Notwithstanding the provisions of Section 11.02(b)(2), so long as (1) the Transfer does not cause a change in the Control of Borrower, and (2) Key Principal and Guarantor, as applicable, maintain the same right and ability to Control Borrower as existed prior to the Transfer, Lender shall consent to Transfers of direct or indirect ownership interests in Borrower and Transfers of direct or indirect ownership interests in an entity Key Principal or entity Guarantor to:

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(A) Immediate Family Members of such transferor, each of whom must have obtained the legal age of majority;

(B) United States domiciled trusts established for the benefit of the transferor or Immediate Family Members of the transferor; or

(C) partnerships or limited liability companies of which the partners or members, respectively, are comprised entirely of (i) such transferor and Immediate Family Members (each of whom must have obtained the legal age of majority) of such transferor, (ii) Immediate Family Members (each of whom must have obtained the legal age of majority) of such transferor, or (iii) United States domiciled trusts established for the benefit of the transferor or Immediate Family Members of the transferor.

If the conditions set forth in this Section 11.03(c) are satisfied, the Transfer Fee shall be waived provided Borrower shall pay the Review Fee and out-of-pocket costs set forth in Section 11.03(g).

(d) Termination or Revocation of Trust.

If any of Borrower, Guarantor, or Key Principal is a trust, or if Control of Borrower, Guarantor, or Key Principal is Transferred or if a Restricted Ownership Interest in Borrower, Guarantor, or Key Principal would be Transferred due to the termination or revocation of a trust, the termination or revocation of such trust is an unpermitted Transfer; provided that the termination or revocation of the trust due to the death of an individual trustor shall not be considered an unpermitted Transfer so long as:

(1) Lender is notified within thirty (30) days of the death; and

(2) such Borrower, Guarantor, Key Principal, or other Person, as applicable, is replaced with an individual or entity acceptable to Lender, in accordance with the provisions of Section 11.03(a) within ninety (90) days of the date of the death causing the termination or revocation.

If the conditions set forth in this Section 11.03(d) are satisfied, the Transfer Fee shall be waived; provided Borrower shall pay the Review Fee and out-of-pocket costs set forth in Section 11.03(g).

(e) Death of Key Principal or Guarantor; Transfer Due to Death.

(1) If a Key Principal or Guarantor that is a natural person dies, or if Control of Borrower, Guarantor, or Key Principal is Transferred, or if a Restricted Ownership Interest in Borrower, Guarantor, or Key Principal would be Transferred as a result of the death of a Person (except in the case of trusts which is addressed in Section 11.03(d)), Borrower must notify Lender in writing within ninety (90) days in the event of such death.  Unless waived in writing by Lender, the deceased shall be replaced by an individual or entity within one hundred eighty (180) days, subject to Borrower’s satisfaction of the following conditions:

(A) Borrower has submitted to Lender all information required by Lender to make the determination required by this Section 11.03(e);

(B) Lender determines that, if applicable:

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(i) any proposed new key principal and any other new guarantor (or Person Controlling such new key principal or new guarantor) fully satisfies all of Lender’s then-applicable key principal or guarantor eligibility, credit, management, and other loan underwriting standards (including any standards with respect to previous relationships between Lender and the proposed new key principal and new guarantor (or Person Controlling such new key principal or new guarantor) and the organization of the new key principal and new guarantor);

(ii) none of any proposed new key principal or any new guarantor, or any owners of the proposed new key principal or any new guarantor, is a Prohibited Person; and

(iii) none of any proposed new key principal or any new guarantor (if any of such are entities) shall have an organizational existence termination date that ends before the Maturity Date; and

(C) if applicable, one or more individuals or entities acceptable to Lender as new guarantors have executed and delivered to Lender:

(i) an assumption agreement acceptable to Lender that requires the new guarantor to assume and perform all obligations of Guarantor under any Guaranty given in connection with the Mortgage Loan; or

(ii) a substitute Non-Recourse Guaranty and other substitute guaranty in a form acceptable to Lender.

(2) In the event a replacement Key Principal, Guarantor, or other Person is required by Lender due to the death described in this Section 11.03(e), and such replacement has not occurred within such period, the period for replacement may be extended by Lender to a date not more than one year from the date of such death; however, Lender may require as a condition to any such extension that:

(A) the then-current property manager be replaced with a property manager reasonably acceptable to Lender (or if a property manager has not been previously engaged, a property manager reasonably acceptable to Lender be engaged); or

(B) a lockbox agreement or similar cash management arrangement (with the property manager) reasonably acceptable to Lender during such extended replacement period be instituted.

If the conditions set forth in this Section 11.03(e) are satisfied, the Transfer Fee shall be waived, provided Borrower shall pay the Review Fee and out-of-pocket costs set forth in Section 11.03(g).

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(f) Bankruptcy of Guarantor.

(1) Upon the occurrence of any Guarantor Bankruptcy Event, unless waived in writing by Lender, the applicable Guarantor shall be replaced by an individual or entity within ninety (90) days of such Guarantor Bankruptcy Event, subject to Borrower’s satisfaction of the following conditions:

(A) Borrower has submitted to Lender all information required by Lender to make the determination required by this Section 11.03(f);

(B) Lender determines that:

(i) the proposed new guarantor fully satisfies all of Lender’s then-applicable guarantor eligibility, credit, management, and other loan underwriting standards (including any standards with respect to previous relationships between Lender and the proposed new guarantor and the organization of the new guarantor (if applicable));

(ii) no new guarantor is a Prohibited Person; and

(iii) no new guarantor (if any of such are entities) shall have an organizational existence termination date that ends before the Maturity Date; and

(C) one or more individuals or entities acceptable to Lender as new guarantors have executed and delivered to Lender:

(i) an assumption agreement acceptable to Lender that requires the new guarantor to assume and perform all obligations of Guarantor under any Guaranty given in connection with the Mortgage Loan; or

(ii) a substitute Non-Recourse Guaranty and other substitute guaranty in a form acceptable to Lender.

(2) In the event a replacement Guarantor is required by Lender due to the Guarantor Bankruptcy Event described in this Section 11.03(f), and such replacement has not occurred within such period, the period for replacement may be extended by Lender in its discretion; however, Lender may require as a condition to any such extension that:

(A) the then-current property manager be replaced with a property manager reasonably acceptable to Lender (or if a property manager has not been previously engaged, a property manager reasonably acceptable to Lender be engaged); or

(B) a lockbox agreement or similar cash management arrangement (with the property manager) reasonably acceptable to Lender during such extended replacement period be instituted.

If the conditions set forth in this Section 11.03(f) are satisfied, the Transfer Fee shall be waived, provided Borrower shall pay the Review Fee and out-of-pocket costs set forth in Section 11.03(g).

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(g) Further Conditions to Transfers and Assumption.

(1) In connection with any Transfer of the Mortgaged Property, or an ownership interest in Borrower, Key Principal, or Guarantor for which Lender’s approval is required under this Loan Agreement (including Section 11.03(a)), Lender may, as a condition to any such approval, require:

(A) additional collateral, guaranties, or other credit support to mitigate any risks concerning the proposed transferee or the performance or condition of the Mortgaged Property;

(B) amendment of the Loan Documents to delete or modify any specially negotiated terms or provisions previously granted for the exclusive benefit of original Borrower, Key Principal, or Guarantor and to restore the original provisions of the standard Fannie Mae form multifamily loan documents, to the extent such provisions were previously modified; or

(C) a modification to the amounts required to be deposited into the Reserve/Escrow Account pursuant to the terms of Section 13.02(a)(3)(B).

(2) In connection with any request by Borrower for consent to a Transfer, Borrower shall pay to Lender upon demand:

(A) the Transfer Fee (to the extent charged by Lender);

(B) the Review Fee (regardless of whether Lender approves or denies such request); and

(C) all of Lender’s out-of-pocket costs (including reasonable attorneys’ fees) incurred in reviewing the Transfer request, regardless of whether Lender approves or denies such request.

(h) (1) Private REIT Conversion.

A conversion of the Key Principal from a public REIT to a private REIT (a “Private REIT Conversion”) shall be consented to by Lender if all the conditions of 11.03(a) are satisfied, other than 11.03(a)(5).  In connection with a Private REIT Conversion approved by Lender, Borrower shall pay to Lender:

(i) concurrently with its notice to Lender, the Review Fee plus a Transfer Fee of $50,000; and

(ii) upon demand, any out-of-pocket costs and expenses, including reasonable attorneys’ fees and expenses, incurred by Lender in connection with its review of the Transfer request; and

Borrower shall execute upon demand such documents or certifications as Lender reasonably requires in order to confirm the post-transfer ownership structure, compliance with the stated conditions, and any other relevant factual matter.

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ARTICLE 12 - IMPOSITIONS

Section 12.01    Representations and Warranties.

The representations and warranties made by Borrower to Lender in this Section 12.01 are made as of the Effective Date and are true and correct except as disclosed on the Exceptions to Representations and Warranties Schedule.

(a) Payment of Taxes, Assessments, and Other Charges.

Borrower has:

(1) paid (or with the approval of Lender, established an escrow fund sufficient to pay when due and payable) all amounts and charges relating to the Mortgaged Property that have become due and payable before any fine, penalty interest, lien, or costs may be added thereto, including Impositions, leasehold payments, and ground rents;

(2) paid all Taxes for the Mortgaged Property that have become due before any fine, penalty interest, lien, or costs may be added thereto pursuant to any notice of assessment received by Borrower and any and all taxes that have become due against Borrower before any fine, penalty interest, lien, or costs may be added thereto;

(3) no knowledge of any basis for any additional assessments;

(4) no knowledge of any presently pending special assessments against all or any part of the Mortgaged Property, or any presently pending special assessments against Borrower; and

(5) not received any written notice of any contemplated special assessment against the Mortgaged Property, or any contemplated special assessment against Borrower.

Section 12.02   Covenants.

(a) Imposition Deposits, Taxes, and Other Charges.

Borrower shall:

(1) deposit the Imposition Deposits with Lender on each Payment Date (or on another day designated in writing by Lender) in amount sufficient, in Lender’s discretion, to enable Lender to pay each Imposition before the last date upon which such payment may be made without any penalty or interest charge being added, plus an amount equal to no more than one-sixth (1/6) (or the amount permitted by applicable law) of the Impositions for the trailing twelve (12) months (calculated based on the aggregate annual Imposition costs divided by twelve (12) and multiplied by two (2));

(2) deposit with Lender, within ten (10) days after written notice from Lender (subject to applicable law), such additional amounts estimated by Lender to be reasonably necessary to cure any deficiency in the amount of the Imposition Deposits held for payment of a specific Imposition;

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(3) except as set forth in Section 12.03(c) below, pay all Impositions, leasehold payments, ground rents, and Taxes when due and before any fine, penalty interest, lien, or costs may be added thereto;

(4) promptly deliver to Lender a copy of all notices of, and invoices for, Impositions, and, if Borrower pays any Imposition directly, Borrower shall promptly furnish to Lender receipts evidencing such payments; and

(5) promptly deliver to Lender a copy of all notices of any special assessments and contemplated special assessments against the Mortgaged Property or Borrower.

Section 12.03 Mortgage Loan Administration Matters Regarding Impositions.

(a) Maintenance of Records by Lender.

Lender shall maintain records of the monthly and aggregate Imposition Deposits held by Lender for the purpose of paying Taxes, insurance premiums, and each other obligation of Borrower for which Imposition Deposits are required.

(b) Imposition Accounts.

All Imposition Deposits shall be held in an institution (which may be Lender, if Lender is such an institution) whose deposits or accounts are insured or guaranteed by a federal agency and which accounts meet the standards for custodial accounts as required by Lender from time to time.  Lender shall not be obligated to open additional accounts, or deposit Imposition Deposits in additional institutions, when the amount of the Imposition Deposits exceeds the maximum amount of the federal deposit insurance or guaranty.  No interest, earnings, or profits on the Imposition

Deposits shall be paid to Borrower unless applicable law so requires.  Imposition Deposits shall not be trust funds or operate to reduce the Indebtedness, unless applied by Lender for that purpose in accordance with this Loan Agreement.  For the purposes of 9-104(a)(3) of the UCC, Lender is the owner of the Imposition Deposits and shall be deemed a “customer” with sole control of the account holding the Imposition Deposits.

(c) Payment of Impositions; Sufficiency of Imposition Deposits.

Lender may pay an Imposition according to any bill, statement, or estimate from the appropriate public office or insurance company without inquiring into the accuracy of the bill, statement, or estimate or into the validity of the Imposition.  Imposition Deposits shall be required to be used by Lender to pay Taxes, insurance premiums and any other individual Imposition only if:

(1) no Event of Default exists;

(2) Borrower has timely delivered to Lender all applicable bills or premium notices that it has received; and

(3) sufficient Imposition Deposits are held by Lender for each Imposition at the time such Imposition becomes due and payable.

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Lender shall have no liability to Borrower or any other Person for failing to pay any Imposition if any of the conditions are not satisfied.  If at any time the amount of the Imposition Deposits held for payment of a specific Imposition exceeds the amount reasonably deemed necessary by Lender to be held in connection with such Imposition, the excess may be credited against future installments of Imposition Deposits for such Imposition.

(d) Imposition Deposits Upon Event of Default.

If an Event of Default has occurred and is continuing, Lender may apply any Imposition Deposits, in such amount and in such order as Lender determines, to pay any Impositions or as a credit against the Indebtedness.

(e) Contesting Impositions.

Other than insurance premiums, Borrower may contest, at its expense, by appropriate legal proceedings, the amount or validity of any Imposition if:

(1) Borrower notifies Lender of the commencement or expected commencement of such proceedings;

(2) Lender determines that the Mortgaged Property is not in danger of being sold or forfeited;

(3) Borrower deposits with Lender (or the applicable Governmental Authority if required by applicable law) reserves sufficient to pay the contested Imposition, if required by Lender (or the applicable Governmental Authority);

(4) Borrower furnishes whatever additional security is required in the proceedings or is reasonably requested in writing by Lender; and

(5) Borrower commences, and at all times thereafter diligently prosecutes, such contest in good faith until a final determination is made by the applicable Governmental Authority.

(f) Release to Borrower.

Upon payment in full of all sums secured by the Security Instrument and this Loan Agreement and release by Lender of the lien of the Security Instrument, Lender shall disburse to Borrower the balance of any Imposition Deposits then on deposit with Lender.

ARTICLE 13 – REPLACEMENTS, REPAIRS, AND RESTORATION

Section 13.01    Covenants.

(a) Initial Deposits to Replacement Reserve Account, Repairs Escrow Account, and Restoration Reserve Account.

(1) On the Effective Date, Borrower shall pay to Lender:

(A) the Initial Replacement Reserve Deposit for deposit into the Replacement Reserve Account; and

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(B) the Repairs Escrow Deposit for deposit into the Repairs Escrow Account.

(2) After an event of loss, Borrower shall deliver or cause to be delivered to Lender any insurance proceeds received under any insurance policy required to be maintained in accordance with Article 9.

(b) Monthly Replacement Reserve Deposits.

Borrower shall deposit the applicable Monthly Replacement Reserve Deposit into the Replacement Reserve Account on each Payment Date.

(c) Payment and Deliverables for Replacements, Repairs, and Restoration.

Borrower shall:

(1) pay all invoices for Replacements, Repairs, and Restoration, regardless of whether funds on deposit in the applicable Reserve/Escrow Account are sufficient to pay the full amount of such invoices, prior to any request for disbursement from such Reserve/Escrow Account (unless Lender has agreed to issue joint checks in connection with a particular Replacement, Repair, or Restoration);

(2) pay all applicable fees and charges of any Governmental Authority on account of the Replacements, Repairs, and Restoration, as applicable;

(3) provide evidence satisfactory to Lender of completion of the Replacements, Restoration (within the period required under Section 9.03(b)(1)(B)(iv) or such other period required by Lender), and any Required Repairs (within the Completion Period or within such other period or by such other date set forth in the Required Repair Schedule and any Borrower Requested Repairs and Additional Lender Repairs (by the date specified by Lender for any such Borrower Requested Repairs or Additional Lender Repairs)); and

(4) prior to commencement of any Restoration, Borrower shall deliver to Lender, for Lender’s review and approval:

(A) a copy of the plans and specifications for the Restoration; and

(B) a copy of all building and other permits and authorizations required by any law, ordinance, statute, rule or regulation of the Governmental Authority to carry out the Restoration.

(d) Assignment of Contracts for Replacements, Repairs, and Restoration.

Borrower shall collaterally assign to Lender as additional security any contract or subcontract for Replacements, Repairs, or Restoration, upon Lender’s written request, on a form of assignment approved by Lender.

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(e) Indemnification.

If Lender elects to exercise its rights under Section 14.03 due to Borrower’s failure to timely commence or complete any Replacements, Repairs, or Restoration, Borrower shall indemnify and hold Lender harmless for, from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations, and costs or expenses, including litigation costs and reasonable attorneys’ fees, arising from or in any way connected with the performance by Lender of the Replacements, Repairs, or Restoration or the investment of the Reserve/Escrow Account Funds; provided that Borrower shall have no indemnity obligation if such actions, suits, claims, demands, liabilities, losses, damages, obligations, and costs or expenses, including litigation costs and reasonable attorneys’ fees, 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.

(f) Amendments to Loan Documents.

Subject to Section 5.02, Borrower shall execute and deliver to Lender, upon written request, an amendment to this Loan Agreement, the Security Instrument, and any other Loan Document deemed necessary or desirable to perfect Lender’s lien upon any portion of the Mortgaged Property for which Reserve/Escrow Account Funds were expended.

(g) Administrative Fees and Expenses.

Borrower shall pay to Lender:

(1) by the date specified in the applicable invoice, the Repairs Escrow Account Administrative Fee, the Replacement Reserve Account Administration Fee, and the Restoration Reserve Account Administration Fee for Lender’s services in administering the Reserve/Escrow Accounts and investing the Reserve/Escrow Account Funds;

(2) upon demand, a reasonable inspection fee, not exceeding the Maximum Inspection Fee, for each inspection of the Mortgaged Property by Lender in connection with a Repair, Replacement, or Restoration item, plus all other reasonable costs and out-of-pocket expenses relating to such inspections; and

(3) upon demand, all reasonable fees charged by any engineer, architect, inspector or other person inspecting the Mortgaged Property on behalf of Lender for each inspection of the Mortgaged Property in connection with a Repair, Replacement, or Restoration item, plus all other reasonable costs and out-of-pocket expenses relating to such inspections.

Section 13.02   Mortgage Loan Administration Matters Regarding Reserves.

(a) Accounts, Deposits, and Disbursements.

(1) Custodial Accounts.

(A) The Replacement Reserve Account shall be an interest-bearing account that meets the standards for custodial accounts as required by Lender from time to time.  Lender shall not be responsible for any losses resulting from the investment of the Replacement Reserve Deposits or for obtaining any specific level or percentage of earnings on such investment.

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All interest, if any, earned on the Replacement Reserve Deposits shall be added to and become part of the Replacement Reserve Account; provided, however, if applicable law requires, and so long as no Event of Default has occurred and is continuing under any of the Loan Documents, Lender shall pay to Borrower the interest earned on the Replacement

Reserve Account not less frequently than the Replacement Reserve Account Interest Disbursement Frequency.

(B) Lender shall not be obligated to deposit the Repairs Escrow Deposits or any funds held in the Restoration Reserve Account into an interest-bearing account.

(C) In no event shall Lender be obligated to disburse funds from any Reserve/Escrow Account if an Event of Default has occurred and is continuing.

(2) Disbursements by Lender Only.

Only Lender or a designated representative of Lender may make disbursements from the Reserve/Escrow Accounts and the Repairs Escrow Account.  Except as provided in Section 13.02(a)(8), disbursements shall only be made upon Borrower request and after satisfaction of all conditions for disbursement.

(3) Adjustment to Deposits.

(A) Mortgage Loan Terms Exceeding Ten (10) Years.

If the Loan Term exceeds ten (10) years (or five (5) years in the case of any Mortgaged Property that is an “affordable housing property” as indicated on the Summary of Loan Terms), a property condition assessment shall be ordered by Lender for the Mortgaged Property at the expense of Borrower (which expense may be paid out of the Replacement Reserve Account if excess funds are available).  The property condition assessment shall be performed no earlier than the sixth (6th) month and no later than the ninth (9th) month of the tenth (10th) Loan Year and every tenth (10th) Loan Year thereafter if the Loan Term exceeds twenty (20) years (or the fifth (5th) Loan Year in the case of any Mortgaged Property that is an “affordable housing property” as indicated on the Summary of Loan Terms and every fifth (5th) Loan Year thereafter if the Loan Term exceeds ten (10) years).  After review of the property condition assessment, the amount of the Monthly Replacement Reserve Deposit may be adjusted by Lender for the remaining Loan Term by written notice to Borrower so that the Monthly Replacement Reserve Deposits are sufficient to fund the Replacements as and when required and/or the amount to be held in the Repairs Escrow Account may be adjusted by Lender so that the Repairs Escrow Deposit is sufficient to fund the Repairs as and when required.

(B) Transfers.

In connection with any Transfer of the Mortgaged Property, or any Transfer of an ownership interest in Borrower, Guarantor, or Key Principal that requires Lender’s consent, Lender may review the amounts on deposit, if any, in the Reserve/Escrow Accounts, the amount of the Monthly Replacement Reserve

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Deposit and the likely repairs and replacements required by the Mortgaged Property, and the related contingencies which may arise during the remaining Loan Term.  Based upon that review, Lender may require an additional deposit to the Replacement Reserve Account, the Repairs Escrow Account, or the Restoration Reserve Account, or an increase in the amount of the Monthly Replacement Reserve Deposit as a condition to Lender’s consent to such Transfer.

(4) Insufficient Funds.

Lender may, upon thirty (30) days’ prior written notice to Borrower, require an additional deposit(s) to the Replacement Reserve Account, the Repairs Escrow Account,  or the Restoration Reserve Account, or an increase in the amount of the Monthly Replacement Reserve Deposit, if Lender determines that the amounts on deposit in any of  the Reserve/Escrow Accounts are not sufficient to cover the costs for Required Repairs, Required Replacements, or the Restoration or, pursuant to the terms of Section 13.02(a)(9), not sufficient to cover the costs for Borrower Requested Repairs, Additional Lender Repairs, Borrower Requested Replacements, or Additional Lender Replacements. Borrower’s agreement to complete the Replacements, the Repairs, or the Restoration as required by this Loan Agreement shall not be affected by the insufficiency of any balance in the Reserve/Escrow Accounts.

(5) Disbursements for Replacements, Repairs, and Restoration.

(A) With respect to Replacements, disbursement requests may only be made after completion of the applicable Replacements and only to reimburse Borrower for the actual approved costs of the Replacements.  Lender shall not disburse from the Replacement Reserve Account the costs of routine maintenance to the Mortgaged Property or for costs which are to be reimbursed from any other Reserve/Escrow Account.  Disbursement from the Replacement Reserve Account shall not be made more frequently than the Maximum Replacement Reserve Disbursement Interval.  Other than in connection with a final request for disbursement, disbursements from the Replacement Reserve Account shall not be less than the Minimum Replacement Reserve Disbursement Amount.

(B) With respect to Repairs, disbursement requests may only be made after completion of the applicable Repairs and only to reimburse Borrower for the actual cost of the Repairs, up to the Maximum Repair Cost.  Lender shall not disburse any amounts which would cause the funds remaining in the Repairs Escrow Account after any disbursement (other than with respect to the final disbursement) to be less than the Maximum Repair Cost of the then-current estimated cost of completing all remaining Repairs.  Lender shall not disburse from the Repairs Escrow Account the costs of routine maintenance to the Mortgaged Property or for costs which are to be reimbursed from any other Reserve/Escrow Account.  Disbursement from the Repairs Escrow Account shall not be made more frequently than the Maximum Repair Disbursement Interval.  Other than in connection with a final request for disbursement, disbursements from the Repairs Escrow Account shall not be less than the Minimum Repairs Disbursement Amount.

(C) With respect to Restoration, disbursement requests may only be made after completion of the applicable Restoration and only to reimburse Borrower for the actual approved costs of the Restoration.  Each disbursement shall be equal to the amount of the actual approved costs of the Restoration items covered by the disbursement request.  In addition, Lender shall not disburse any amounts which would cause the funds remaining in the Restoration Reserve Account after any

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disbursement (other than with respect to the final disbursement) to be less than the then-current estimated cost of completing all remaining Restoration.  Lender shall not disburse from the Restoration Reserve Account the costs of routine maintenance to the Mortgaged Property or for costs which are to be reimbursed from any other Reserve/Escrow Account.  Disbursement from the Restoration Reserve Account shall not be made more frequently than the Maximum Restoration Reserve Disbursement Interval.  Other than in connection with a final request for disbursement, disbursements from the Restoration Reserve Account shall not be less than the Minimum Restoration Reserve Disbursement Amount.

(6) Disbursement Requests.

Borrower must submit a disbursement request in writing for each disbursement from a Reserve/Escrow Account, which disbursement request must specify the items of Replacement, Repairs, or Restoration for which reimbursement is requested (provided that for any Borrower Requested Replacements, Borrower Requested Repairs, Additional Lender Replacements, and Additional Lender Repairs, Lender shall have approved the use of the Reserve/Escrow Account Funds for such replacements or repairs pursuant to the terms of Section 13.02(a)(9)), and must:

(A) if applicable, specify the quantity and price of the items or materials purchased, grouped by type or category;

(B) if applicable, specify the cost of all contracted labor or other services, including architectural services, involved in the Replacement, Repair, or Restoration for which such request for disbursement is made;

(C) if applicable, include copies of invoices for all items or materials purchased and all contracted labor or services provided;

(D) include evidence of payment of such Replacement, Repair, or Restoration satisfactory to Lender (unless Lender has agreed to issue joint checks in connection with a particular Repair, Replacement, or Restoration item as provided in this Loan Agreement);

(E) if applicable, contain a certification by Borrower that the Repair, Replacement, or Restoration has been completed lien free and in a good and workmanlike manner, in accordance with any plans and specifications previously approved by Lender (if applicable) and in compliance with all applicable laws, ordinances, rules, and regulations of any Governmental Authority having jurisdiction over the Mortgaged Property, and otherwise in accordance with the provisions of this Loan Agreement; and

(F) if applicable, include evidence that any certificates of occupancy required by applicable laws or any Governmental Authority have been issued.

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(7) Conditions to Disbursement.

In addition to each disbursement request and information required in connection with such disbursement request, Lender may require any or all of the following at the expense of Borrower as a condition to disbursement of Reserve/Escrow Account Funds (provided that for any Borrower Requested Replacements, Borrower Requested Repairs, Additional Lender Replacements, and Additional Lender Repairs, Lender shall have approved the use of the Reserve/Escrow Account Funds for such replacements or repairs pursuant to the terms of Section 13.02(a)(9)):

(A) an inspection by Lender of the Mortgaged Property and the applicable Replacement, Repair, or Restoration item;

(B) an inspection or certificate of completion by an appropriate independent qualified professional (such as an architect, engineer or property inspector, depending on the nature of the Repair, Replacement, or Restoration) selected by Lender;

(C) either:

(i) a search of title to the Mortgaged Property effective to the date of disbursement; or

(ii) a “date-down” endorsement to Lender’s Title Policy (or a new Lender’s Title Policy if a “date-down” is not available) extending the effective date of such policy to the date of disbursement, and showing no Liens other than (1) Permitted Encumbrances, (2) liens which Borrower is diligently contesting in good faith that have been bonded off to the satisfaction of Lender, or (3) mechanics’ or materialmen’s liens which attach automatically under the laws of any Governmental Authority upon the commencement of any work upon, or delivery of any materials to, the Mortgaged Property and for which Borrower is not delinquent in the payment for any such work or materials; and

(D) an acknowledgement of payment, waiver of claims, and release of lien for work performed and materials supplied from each contractor, subcontractor or materialman in accordance with the requirements of applicable law and covering all work performed and materials supplied (including equipment and fixtures) for the Mortgaged Property by that contractor, subcontractor, or materialman through the date covered by the disbursement request (or, in the event that payment to such contractor, subcontractor, or materialman is to be made by a joint check, the release of lien shall be effective through the date covered by the previous disbursement).

(8) Joint Checks for Periodic Disbursements.

Lender may, upon Borrower’s written request, issue joint checks, payable to Borrower and the applicable supplier, materialman, mechanic, contractor, subcontractor, or other similar party, if:

(A) the cost of the Replacement, Repair, or Restoration item exceeds the Replacement Threshold, the Repair Threshold, or the Restoration Threshold, as applicable, and the contractor performing such Replacement, Repair, or Restoration requires periodic payments pursuant to the terms of the applicable written contract;

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(B) the contract for such Replacement, Repair, or Restoration item requires payment upon completion of the applicable portion of the work;

(C) Borrower makes the disbursement request after completion of the applicable portion of the work required to be completed under such contract;

(D) the materials for which the request for disbursement has been made are on site at the Mortgaged Property and are properly secured or installed;

(E) Lender determines that the remaining funds in the Reserve/Escrow Account are sufficient to pay the cost of the Replacement, Repair, or Restoration item, as applicable, and the then-current estimated cost of completing all remaining Required Replacements, Restoration,  or Required Repairs (at the Maximum Repair Cost), as applicable, and any other Borrower Requested Replacements, Borrower Requested Repairs, Additional Lender Replacements, or Additional Lender Repairs that have been previously approved by Lender;

(F) each supplier, materialman, mechanic, contractor, subcontractor, or other similar party receiving payments shall have provided, if requested in writing by Lender, a waiver of liens with respect to amounts which have been previously paid to them; and

(G) all other conditions for disbursement have been satisfied.

(9) Replacements and Repairs Other than Required Replacements or Required Repairs.

(A) Borrower Requested Replacements and Borrower Requested Repairs.

Borrower may submit a disbursement request from the Replacement Reserve Account or the Repairs Escrow Account to reimburse Borrower for any Borrower Requested Replacement or Borrower Requested Repair.  The disbursement request must be in writing and include an explanation for such request.  Lender shall make disbursements for Borrower Requested Replacements or Borrower Requested Repairs if:

(i) they are of the type intended to be covered by the Replacement Reserve Account or the Repairs Escrow Account, as applicable;

(ii) the costs are commercially reasonable;

(iii) the amount of funds in the Replacement Reserve Account or Repairs Escrow Account, as applicable, is sufficient to pay such costs and the then-current estimated cost of completing all remaining Required Replacements or Required Repairs (at the Maximum Repair Cost), as applicable, and any other Borrower Requested Replacements, Borrower Requested Repairs, Additional Lender Replacements or Additional Lender Repairs that have been previously approved by Lender; and

(iv) all conditions for disbursement from the Replacement Reserve Account or Repairs Escrow Account, as applicable, have been satisfied.

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Nothing in this Loan Agreement shall limit Lender’s right to require an additional deposit to the Replacement Reserve Account or an increase to the Monthly Replacement Reserve Deposit in connection with any such Borrower Requested Replacements, or an additional deposit to the Repairs Escrow Account for any such Borrower Requested Repairs.

(B) Additional Lender Replacements and Additional Lender Repairs.

Lender may require, as set forth in Section 6.02(b), Section 6.03(c), or otherwise from time to time, upon written notice to Borrower, that Borrower make Additional Lender Replacements or Additional Lender Repairs.  Lender shall make disbursements from the Replacement Reserve Account for Additional Lender Replacements or from the Repairs Escrow Account for Additional Lender Repairs, as applicable, if:

(i) the costs are commercially reasonable;

(ii) the amount of funds in the Replacement Reserve Account or the Repairs Escrow Account, as applicable, is sufficient to pay such costs and the then-current estimated cost of completing all remaining Required Replacements or Required Repairs (at the Maximum Repair Cost), as applicable, and any other Borrower Requested Replacements, Borrower Requested Repairs, Additional Lender Replacements, or Additional Lender Repairs that have been previously approved by Lender; and

(iii) all conditions for disbursement from the Replacement Reserve Account or Repairs Escrow Account, as applicable, have been satisfied.

Nothing in this Loan Agreement shall limit Lender’s right to require an additional deposit to the Replacement Reserve Account or an increase to the Monthly Replacement Reserve Deposit for any such Additional Lender Replacements or an additional deposit to the Repairs Escrow Account for any such Additional Lender Repair.

(10) Excess Costs.

In the event any Replacement, Repair, or Restoration item exceeds the approved cost set forth on either the Required Replacement Schedule for Replacements, the Maximum Repair Cost for Repairs, or the initial cost approved by Lender for Restoration, as applicable, Borrower may submit a disbursement request to reimburse Borrower for such excess cost.  The disbursement request must be in writing and include an explanation for such request.  Lender shall make disbursements from the applicable Reserve/Escrow Account, if:

(A) the excess cost is commercially reasonable;

(B) the amount of funds in the applicable Reserve/Escrow Account is sufficient to pay such excess costs and the then-current estimated cost of completing all remaining Required Replacements, Restoration, or Required Repairs (at the Maximum Repair Cost), as applicable, and any other Borrower Requested Replacements, Borrower Requested Repairs, Additional Lender Replacements, or Additional Lender Repairs that have been previously approved by Lender; and

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(C) all conditions for disbursement from the applicable Reserve/Escrow Account or the Repairs Escrow Account have been satisfied.

(11) Final Disbursements.

Upon completion and satisfaction of all conditions for disbursements for any Repairs and Restoration, and further provided no Event of Default has occurred and is continuing, Lender shall disburse to Borrower any amounts then remaining in the Repairs Escrow Account or the Restoration Reserve Account, as applicable.  Upon payment in full of the Indebtedness and release by Lender of the lien of the Security Instrument, Lender shall disburse to Borrower any and all amounts then remaining in the Reserve/Escrow Accounts (if not previously released).

(b) Approvals of Contracts; Assignment of Claims.

Lender retains the right to approve all contracts or work orders with materialmen, mechanics, suppliers, subcontractors, contractors, or other parties providing labor or materials in connection with the Replacements, Repairs, or Restoration.  Notwithstanding Borrower’s assignment (in the Security Instrument) of its rights and claims against all Persons supplying labor or materials in connection with the Replacements, Repairs, or Restoration, Lender will not pursue any such right or claim unless an Event of Default has occurred and is continuing or as otherwise provided in Section 14.03(c).

(c) Delays and Workmanship.

If any work for any Replacement, Repair, or Restoration item has not timely commenced, has not been timely performed in a workmanlike manner, or has not been timely completed in a workmanlike manner, Lender may, without notice to Borrower:

(1) withhold disbursements from the applicable Reserve/Escrow Account;

(2) proceed under existing contracts or contract with third parties to make or complete such Replacements, Repairs, or Restoration items;

(3) apply the funds in the applicable Reserve/Escrow Account toward the labor and materials necessary to make or complete such Replacements, Repairs, or Restoration items, as applicable; or

(4) exercise any and all other remedies available to Lender under this Loan Agreement or any other Loan Document, including any remedies otherwise available upon an Event of Default pursuant to the terms of Section 14.02.

To facilitate Lender’s completion and performance of such Replacements, Repairs, or Restoration items, Lender shall have the right to enter onto the Mortgaged Property and perform any and all work and labor necessary to make or complete the Replacements, Repairs, or Restoration and employ watchmen to protect the Mortgaged Property from damage.  All funds so expended by Lender shall be deemed to have been advanced to Borrower, and included as part of the Indebtedness and secured by the Security Instrument and this Loan Agreement.

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(d) Appointment of Lender as Attorney-In-Fact.

Borrower hereby authorizes and appoints Lender as attorney-in-fact pursuant to Section

14.03(c).

(e) No Lender Obligation.

Nothing in this Loan Agreement shall:

(1) make Lender responsible for making or completing the Replacements, Repairs, or Restoration;

(2) require Lender to expend funds, whether from any Reserve/Escrow Account, or otherwise, to make or complete any Replacement, Repair, or Restoration item;

(3) obligate Lender to proceed with the Replacements, Repairs, or Restoration; or

(4)obligate Lender to demand from Borrower additional sums to make or complete any Replacement, Repair, or Restoration item.

(f) No Lender Warranty.

Lender’s approval of any plans for any Replacement, Repair, or Restoration, release of funds from any Reserve/Escrow Account, inspection of the Mortgaged Property by Lender or its agents, representatives, or designees, or other acknowledgment of completion of any Replacement, Repair, or Restoration in a manner satisfactory to Lender shall not be deemed an acknowledgment or warranty by Lender to any Person that the Replacement, Repair, or Restoration has been completed in accordance with applicable building, zoning, or other codes, ordinances, statutes, laws, regulations, or requirements of any Governmental Authority, such responsibility being at all times exclusively that of Borrower.

ARTICLE 14 - DEFAULTS/REMEDIES

Section 14.01 Events of Default.

The occurrence of any one or more of the following in this Section 14.01 shall constitute an Event of Default under this Loan Agreement.

(a) Automatic Events of Default.

Any of the following shall constitute an automatic Event of Default:

(1) any failure by Borrower to pay or deposit when due any amount required by the Note, this Loan Agreement or any other Loan Document;

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(2) any failure by Borrower to maintain the insurance coverage required by any Loan Document;

(3) any failure by Borrower to comply with the provisions of Section 4.02(d) relating to its single asset status;

(4) if any warranty, representation, certification, or statement of Borrower or Guarantor in this Loan Agreement or any of the other Loan Documents is false, inaccurate, or misleading in any material respect when made;

(5) fraud, gross negligence, willful misconduct, or material misrepresentation or material omission by or on behalf of Borrower, Guarantor, or Key Principal or any of their officers, directors, trustees, partners, members, or managers in connection with:

(A) the application for, or creation of, the Indebtedness;

(B) any financial statement, rent roll, or other report or information provided to Lender during the term of the Mortgage Loan; or

(C) any request for Lender’s consent to any proposed action, including a request for disbursement of Reserve/Escrow Account Funds or Collateral Account Funds;

(6) the occurrence of any Transfer not permitted by the Loan Documents;

(7) the occurrence of a Bankruptcy Event;

(8) the commencement of a forfeiture action or other similar proceeding, whether civil or criminal, which, in Lender’s reasonable judgment, could result in a forfeiture of the Mortgaged Property or otherwise materially impair the lien created by this

Loan Agreement or the Security Instrument or Lender’s interest in the Mortgaged Property;

(9) if Borrower, Guarantor, or Key Principal is a trust, or if Control of Borrower, Guarantor, or Key Principal is Transferred or if a Restricted Ownership Interest in Borrower, Guarantor, or Key Principal would be Transferred due to the termination or revocation of a trust, the termination or revocation of such trust, except as set forth in Section 11.03(d);

(10) any failure by Borrower to complete any Repair related to fire, life, or safety issues in accordance with the terms of this Loan Agreement within the Completion Period (or such other date set forth on the Required Repair Schedule or otherwise required by Lender in writing for such Repair); or

(11) any exercise by the holder of any other debt instrument secured by a mortgage, deed of trust, or deed to secure debt on the Mortgaged Property of a right to declare all amounts due under that debt instrument immediately due and payable.

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(b) Events of Default Subject to a Specified Cure Period.

Any of the following shall constitute an Event of Default subject to the cure period set forth in the Loan Documents:

(1) if Key Principal or Guarantor is a natural person, the death of such individual, unless all requirements of Section 11.03(e) are met;

(2) the occurrence of a Guarantor Bankruptcy Event, unless requirements of Section 11.03(f) are met;

(3) any failure by Borrower, Key Principal, or Guarantor to comply with the provisions of Section 5.02(b) and Section 5.02(c); or

(4) any failure by Borrower to perform any obligation under this Loan Agreement or any Loan Document that is subject to a specified written notice and cure period, which failure continues beyond such specified written notice and cure period as set forth herein or in the applicable Loan Document.

(c) Events of Default Subject to Extended Cure Period.

The following shall constitute an Event of Default if the existence of such condition or event, or such failure to perform or default in performance continues for a period of thirty (30) days after written notice by Lender to Borrower of the existence of such condition or event, or of such failure to perform or default in performance, provided, however, such period may be extended for up to an additional thirty (30) days if Borrower, in the discretion of Lender, is diligently pursuing a cure of such; provided, further, however, no such written notice, grace period, or extension shall apply if, in Lender’s discretion, immediate exercise by Lender of a right or remedy under this Loan Agreement or any Loan Document is required to avoid harm to Lender or impairment of the Mortgage Loan (including the Loan Documents), the Mortgaged Property or any other security given for the Mortgage Loan:

(1) any failure by Borrower to perform any of its obligations under this Loan Agreement or any Loan Document (other than those specified in Section 14.01(a) or Section 14.01(b) above) as and when required.

Section 14.02 Remedies.

(a) Acceleration; Foreclosure.

If an Event of Default has occurred and is continuing, the entire unpaid principal balance of the Mortgage Loan, any Accrued Interest, interest accruing at the Default Rate, the Prepayment Premium (if applicable), and all other Indebtedness, at the option of Lender, shall immediately become due and payable, without any prior written notice to Borrower, unless applicable law requires otherwise (and in such case, after any required written notice has been given).  Lender may exercise this option to accelerate regardless of any prior forbearance.  In addition, Lender shall have all rights and remedies afforded to Lender hereunder and under the other Loan Documents, including, foreclosure on and/or the power of sale of the Mortgaged Property, as provided in the Security Instrument, and any rights and remedies available to Lender at law or in equity (subject to Borrower’s statutory rights of reinstatement, if any).  Any proceeds of a Foreclosure Event may be held and applied by Lender

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as additional collateral for the Indebtedness pursuant to this Loan Agreement.  Notwithstanding the foregoing, the occurrence of any Bankruptcy Event shall automatically accelerate the Mortgage Loan and all obligations and Indebtedness shall be immediately due and payable without written notice or further action by Lender.

(b) Loss of Right to Disbursements from Collateral Accounts.

If an Event of Default has occurred and is continuing, Borrower shall immediately lose all of its rights to receive disbursements from the Reserve/Escrow Accounts and any Collateral Accounts.  During the continuance of any such Event of Default, Lender may use the Reserve/Escrow Account Funds and any Collateral Account Funds (or any portion thereof) for any purpose, including:

(1) repayment of the Indebtedness, including principal prepayments and the Prepayment Premium applicable to such full or partial prepayment, as applicable (however, such application of funds shall not cure or be deemed to cure any Event of Default);

(2) reimbursement of Lender for all losses and expenses (including reasonable legal fees) suffered or incurred by Lender as a result of such Event of Default;

(3) completion of the Replacement, Repair, or Restoration for any other replacement or repair to the Mortgaged Property; and

(4) payment of any amount expended in exercising (and the exercise of) all rights and remedies available to Lender at law or in equity or under this Loan Agreement or under any of the other Loan Documents.

Nothing in this Loan Agreement shall obligate Lender to apply all or any portion of the Reserve/Escrow Account Funds or Collateral Account Funds on account of any Event of Default by Borrower or to repayment of the Indebtedness or in any specific order of priority.

(c) Remedies Cumulative.

Each right and remedy provided in this Loan Agreement is distinct from all other rights or remedies under this Loan Agreement or any other Loan Document or afforded by applicable law, and each shall be cumulative and may be exercised concurrently, independently, or successively, in any order.  Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of additional default by Borrower in order to exercise any of its remedies with respect to an Event of Default.

Section 14.03 Additional Lender Rights; Forbearance.

(a) No Effect Upon Obligations.

Lender may, but shall not be obligated to, agree with Borrower, from time to time, and without giving notice to, or obtaining the consent of, or having any effect upon the obligations of, Guarantor, Key Principal, or other third party obligor, to take any of the following actions:

(1) the time for payment of the principal of or interest on the Indebtedness may be extended, or the Indebtedness may be renewed in whole or in part;

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(2) the rate of interest on or period of amortization of the Mortgage Loan or the amount of the Monthly Debt Service Payments payable under the Loan Documents may be modified;

(3) the time for Borrower’s performance of or compliance with any covenant or agreement contained in any Loan Document, whether presently existing or hereinafter entered into, may be extended or such performance or compliance may be waived;

(4) any or all payments due under this Loan Agreement or any other Loan Document may be reduced;

(5) any Loan Document may be modified or amended by Lender and Borrower in any respect, including an increase in the principal amount of the Mortgage Loan;

(6) any amounts under this Loan Agreement or any other Loan Document may be released;

(7) any security for the Indebtedness may be modified, exchanged, released, surrendered, or otherwise dealt with, or additional security may be pledged or mortgaged for the Indebtedness;

(8) the payment of the Indebtedness or any security for the Indebtedness, or both, may be subordinated to the right to payment or the security, or both, of any other present or future creditor of Borrower; or

(9) any other terms of the Loan Documents may be modified.

(b) No Waiver of Rights or Remedies.

Any waiver of an Event of Default or forbearance by Lender in exercising any right or remedy under this Loan Agreement or any other Loan Document or otherwise afforded by applicable law, shall not be a waiver of any other Event of Default or preclude the exercise or failure to exercise of any other right or remedy.  The acceptance by Lender of payment of all or any part of the Indebtedness after the due date of such payment, or in an amount which is less than the required payment, shall not be a waiver of Lender’s right to require prompt payment when due of all other payments on account of the Indebtedness or to exercise any remedies for any failure to make prompt payment. Enforcement by Lender of any security for the Indebtedness shall not constitute an election by Lender of remedies so as to preclude the exercise or failure to exercise of any other right available to Lender.  Lender’s receipt of any insurance proceeds or amounts in connection with a Condemnation Action shall not operate to cure or waive any Event of Default.

(c) Appointment of Lender as Attorney-In-Fact.

Borrower hereby irrevocably makes, constitutes, and appoints Lender (and any officer of

Lender or any Person designated by Lender for that purpose) as Borrower’s true and lawful proxy and attorney-in-fact (and agent-in-fact) in Borrower’s name, place, and stead, with full power of substitution, to:

(1) use any Reserve/Escrow Account Funds for the purpose of making or completing the Replacements, Repairs, or Restoration;

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(2) make such additions, changes, and corrections to the Replacements, Repairs, or Restoration as shall be necessary or desirable to complete the Replacements, Repairs, or Restoration;

(3) employ such contractors, subcontractors, agents, architects, and inspectors as shall be required for such purposes;

(4) pay, settle, or compromise all bills and claims for materials and work performed in connection with the Replacements, Repairs, or Restoration, or as may be necessary or desirable for the completion of the Replacements, Repairs, or Restoration, or for clearance of title;

(5) adjust and compromise any claims under any and all policies of insurance required pursuant to this Loan Agreement and any other Loan Document, subject only to

Borrower’s rights under this Loan Agreement;

(6) appear in and prosecute any action arising from any insurance policies;

(7) collect and receive the proceeds of insurance, and to deduct from such proceeds Lender’s expenses incurred in the collection of such proceeds;

(8) commence, appear in, and prosecute, in Lender’s or Borrower’s name, any

Condemnation Action;

(9) settle or compromise any claim in connection with any Condemnation Action;

(10) execute all applications and certificates in the name of Borrower which may be required by any of the contract documents;

(11) prosecute and defend all actions or proceedings in connection with the Mortgaged Property or the rehabilitation and repair of the Mortgaged Property;

(12) take such actions as are permitted in this Loan Agreement and any other Loan Documents;

(13) execute such financing statements and other documents and to do such other acts as Lender may require to perfect and preserve Lender’s security interest in, and to enforce such interests in, the collateral; and

(14) carry out any remedy provided for in this Loan Agreement and any other Loan Documents, including endorsing Borrower’s name to checks, drafts, instruments and other items of payment and proceeds of the collateral, executing change of address forms with the postmaster of the United States Post Office serving the address of Borrower, changing the address of Borrower to that of Lender, opening all envelopes addressed to Borrower, and applying any payments contained therein to the Indebtedness.

Borrower hereby acknowledges that the constitution and appointment of such proxy and attorney-in-fact are coupled with an interest and are irrevocable and shall not be affected by the disability

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or incompetence of Borrower.  Borrower specifically acknowledges and agrees that this power of attorney granted to Lender may be assigned by Lender to Lender’s successors or assigns as holder of the Note (and the other Loan Documents).  The foregoing powers conferred on Lender under this Section 14.03(c) shall not impose any duty upon Lender to exercise any such powers and shall not require Lender to incur any expense or take any action.  Borrower hereby ratifies and confirms all that such attorney-in-fact may do or cause to be done by virtue of any provision of this Loan Agreement and any other Loan Documents.

Notwithstanding the foregoing provisions, Lender shall not exercise its rights as set forth in this Section 14.03(c) unless: (A) an Event of Default has occurred and is continuing, or (B) Lender determines, in its discretion, that exigent circumstances exist or that such exercise is necessary or prudent in order to protect and preserve the Mortgaged Property, or Lender’s lien priority and security interest in the Mortgaged Property.

(d) Borrower Waivers.

If more than one Person signs this Loan Agreement as Borrower, each Borrower, with respect to any other Borrower, hereby agrees that Lender, in its discretion, may:

(1) bring suit against Borrower, or any one or more of Borrower, jointly and severally, or against any one or more of them;

(2) compromise or settle with any one or more of the persons constituting Borrower, for such consideration as Lender may deem proper;

(3) release one or more of the persons constituting Borrower, from liability; or

(4) otherwise deal with Borrower, or any one or more of them, in any manner, and no such action shall impair the rights of Lender to collect from any Borrower the full amount of the Indebtedness.

Section 14.04 Waiver of Marshaling.

Notwithstanding the existence of any other security interests in the Mortgaged Property held by Lender or by any other party, Lender shall have the right to determine the order in which any or all of the Mortgaged Property shall be subjected to the remedies provided in this Loan Agreement, any other Loan Document or applicable law.  Lender shall have the right to determine the order in which all or any part of the Indebtedness is satisfied from the proceeds realized upon the exercise of such remedies.  Borrower and any party who now or in the future acquires a security interest in the Mortgaged Property and who has actual or constructive notice of this Loan Agreement waives any and all right to require the marshaling of assets or to require that any of the Mortgaged Property be sold in the inverse order of alienation or that any of the Mortgaged Property be sold in parcels or as an entirety in connection with the exercise of any of the remedies permitted by applicable law or provided in this Loan Agreement or any other Loan Documents.

Lender shall account for any moneys received by Lender in respect of any foreclosure on or disposition of collateral hereunder and under the other Loan Documents provided that Lender shall not have any duty as to any collateral, and Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers.  NONE OF LENDER OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES,

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AGENTS, OR REPRESENTATIVES SHALL BE RESPONSIBLE TO BORROWER (a) FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED PURSUANT TO A FINAL, NON-APPEALABLE COURT ORDER BY A COURT OF COMPETENT JURISDICTION, OR (b) FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.

ARTICLE 15 - MISCELLANEOUS

Section 15.01 Governing Law; Consent to Jurisdiction and Venue.

(a) Governing Law.

This Loan Agreement and any other Loan Document which does not itself expressly identify the law that is to apply to it, shall be governed by the laws of the Property Jurisdiction without regard to the application of choice of law principles.

(b) Venue.

Any controversy arising under or in relation to this Loan Agreement or any other Loan Document shall be litigated exclusively in the Property Jurisdiction without regard to conflicts of laws principles.  The state and federal courts and authorities with jurisdiction in the Property Jurisdiction shall have exclusive jurisdiction over all controversies which shall arise under or in relation to this Loan Agreement or any other Loan Document.  Borrower irrevocably consents to service, jurisdiction, and venue of such courts for any such litigation and waives any other venue to which it might be entitled by virtue of domicile, habitual residence, or otherwise.

Section 15.02 Notice.

(a) Process of Serving Notice.

Except as otherwise set forth herein or in any other Loan Document, all notices under this Loan Agreement and any other Loan Document shall be:

(1) in writing and shall be:

(A) delivered, in person;

(B) mailed, postage prepaid, either by registered or certified delivery, return receipt requested;

(C) sent by overnight courier; or

(D) sent by electronic mail with originals to follow by overnight courier;

(2) addressed to the intended recipient at Borrower’s Notice Address and Lender’s Notice Address, as applicable; and

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(3) deemed given on the earlier to occur of:

(A) the date when the notice is received by the addressee; or

(B) if the recipient refuses or rejects delivery, the date on which the notice is so refused or rejected, as conclusively established by the records of the United States Postal Service or such express courier service.

(b) Change of Address.

Any party to this Loan Agreement may change the address to which notices intended for it are to be directed by means of notice given to the other parties identified on the Summary of Loan Terms in accordance with this Section 15.02.

(c) Default Method of Notice.

Any required notice under this Loan Agreement or any other Loan Document which does not specify how notices are to be given shall be given in accordance with this Section 15.02.

(d) Receipt of Notices.

Neither Borrower nor Lender shall refuse or reject delivery of any notice given in accordance with this Loan Agreement.  Each party is required to acknowledge, in writing, the receipt of any notice upon request by the other party.

Section 15.03 Successors and Assigns Bound; Sale of Mortgage Loan.

(a) Binding Agreement.

This Loan Agreement shall bind, and the rights granted by this Loan Agreement shall inure to, the successors and assigns of Lender and the permitted successors and assigns of Borrower.  However, a Transfer not permitted by this Loan Agreement shall be an Event of Default and shall be void ab initio.

(b) Sale of Mortgage Loan; Change of Servicer.

Nothing in this Loan Agreement shall limit Lender’s (including its successors and assigns) right to sell or transfer the Mortgage Loan or any interest in the Mortgage Loan.  The Mortgage Loan or a partial interest in the Mortgage Loan (together with this Loan Agreement and the other Loan Documents) may be sold one or more times without prior written notice to Borrower.  A sale may result in a change of the Loan Servicer.

Section 15.04 Counterparts.

This Loan Agreement may be executed in any number of counterparts with the same effect as if the parties hereto had signed the same document and all such counterparts shall be construed together and shall constitute one instrument.

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Section 15.05 Joint and Several (or Solidary) Liability.

If more than one Person signs this Loan Agreement as Borrower, the obligations of such Persons shall be joint and several (solidary instead for purposes of Louisiana law).

Section 15.06 Relationship of Parties; No Third Party Beneficiary.

(a) Solely Creditor and Debtor.

The relationship between Lender and Borrower shall be solely that of creditor and debtor, respectively, and nothing contained in this Loan Agreement shall create any other relationship between Lender and Borrower.  Nothing contained in this Loan Agreement shall constitute Lender as a joint venturer, partner, or agent of Borrower, or render Lender liable for any debts, obligations, acts, omissions, representations, or contracts of Borrower.

(b) No Third Party Beneficiaries.

No creditor of any party to this Loan Agreement and no other Person shall be a third party beneficiary of this Loan Agreement or any other Loan Document or any account created or contemplated under this Loan Agreement or any other Loan Document.  Nothing contained in this Loan Agreement shall be deemed or construed to create an obligation on the part of Lender to any third party and no third party shall have a right to enforce against Lender any right that Borrower may have under this Loan Agreement.  Without limiting the foregoing:

(1) any Servicing Arrangement between Lender and any Loan Servicer shall constitute a contractual obligation of such Loan Servicer that is independent of the obligation of Borrower for the payment of the Indebtedness;

(2) Borrower shall not be a third party beneficiary of any Servicing Arrangement; and

(3) no payment by the Loan Servicer under any Servicing Arrangement will reduce the amount of the Indebtedness.

Section 15.07 Severability; Entire Agreement; Amendments.

The invalidity or unenforceability of any provision of this Loan Agreement or any other Loan Document shall not affect the validity or enforceability of any other provision of this Loan Agreement or of any other Loan Document, all of which shall remain in full force and effect, including the Guaranty.  All of the Loan Documents contain the complete and entire agreement among the parties as to the matters covered, rights granted, and the obligations assumed in this Loan Agreement and the other Loan Documents.  This Loan Agreement may not be amended or modified except by written agreement signed by the parties hereto.

Section 15.08 Construction.

(a) The captions and headings of the sections of this Loan Agreement and the Loan Documents are for convenience only and shall be disregarded in construing this Loan Agreement and the Loan Documents.

(b) Any reference in this Loan Agreement to an “Exhibit” or “Schedule” or a “Section” or an “Article” shall, unless otherwise explicitly provided, be construed as referring, respectively, to an Exhibit or Schedule attached to this Loan Agreement or to a Section or Article of this Loan Agreement.

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(c) Any reference in this Loan Agreement to a statute or regulation shall be construed as referring to that statute or regulation as amended from time to time.

(d) Use of the singular in this Loan Agreement includes the plural and use of the plural includes the singular.

(e) As used in this Loan Agreement, the term “including” means “including, but not limited to” or “including, without limitation,” and is for example only and not a limitation.

(f) Whenever Borrower’s knowledge is implicated in this Loan Agreement or the phrase “to Borrower’s knowledge” or a similar phrase is used in this Loan Agreement, Borrower’s knowledge or such phrase(s) shall be interpreted to mean to the best of Borrower’s knowledge after reasonable and diligent inquiry and investigation.

(g) Unless otherwise provided in this Loan Agreement, if Lender’s approval, designation, determination, selection, estimate, action, or decision is required, permitted, or contemplated hereunder, such approval, designation, determination, selection, estimate, action, or decision shall be made in Lender’s sole and absolute discretion.

(h) All references in this Loan Agreement to a separate instrument or agreement shall include such instrument or agreement as the same may be amended or supplemented from time to time pursuant to the applicable provisions thereof.

(i) “Lender may” shall mean at Lender’s discretion, but shall not be an obligation.

(j) If the Mortgage Loan proceeds are disbursed on a date that is later than the Effective Date, as described in Section 2.02(a)(1), the representations and warranties in the Loan Documents with respect to the ownership and operation of the Mortgaged Property shall be deemed to be made as of the disbursement date.

Section 15.09 Mortgage Loan Servicing.

All actions regarding the servicing of the Mortgage Loan, including the collection of payments, the giving and receipt of notice, inspections of the Mortgaged Property, inspections of books and records, and the granting of consents and approvals, may be taken by the Loan Servicer unless Borrower receives written notice to the contrary.  If Borrower receives conflicting notices regarding the identity of the Loan Servicer or any other subject, any such written notice from Lender shall govern.  The Loan Servicer may change from time to time (whether related or unrelated to a sale of the Mortgage Loan).  If there is a change of the Loan Servicer, Borrower will be given written notice of the change.

Section 15.10 Disclosure of Information.

Lender may furnish information regarding Borrower, Key Principal, or Guarantor, or the Mortgaged Property to third parties with an existing or prospective interest in the servicing, enforcement, evaluation, performance, purchase, or securitization of the Mortgage Loan, including trustees, master servicers, special servicers, rating agencies, and organizations maintaining databases on the underwriting and performance of multifamily mortgage loans.  Borrower irrevocably waives any and all rights it may have under applicable law to prohibit such disclosure, including any right of privacy.

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Section 15.11 Waiver; Conflict.

No specific waiver of any of the terms of this Loan Agreement shall be considered as a general waiver.  If any provision of this Loan Agreement is in conflict with any provision of any other Loan Document, the provision contained in this Loan Agreement shall control.

Section 15.12 No Reliance.

Borrower acknowledges, represents, and warrants that:

(a) it understands the nature and structure of the transactions contemplated by this Loan Agreement and the other Loan Documents;

(b) it is familiar with the provisions of all of the documents and instruments relating to such transactions;

(c) it understands the risks inherent in such transactions, including the risk of loss of all or any part of the Mortgaged Property;

(d) it has had the opportunity to consult counsel; and

(e) it has not relied on Lender for any guidance or expertise in analyzing the financial or other consequences of the transactions contemplated by this Loan Agreement or any other Loan Document or otherwise relied on Lender in any manner in connection with interpreting, entering into, or otherwise in connection with this Loan Agreement, any other Loan Document, or any of the matters contemplated hereby or thereby.

Section 15.13 Subrogation.

If, and to the extent that, the proceeds of the Mortgage Loan are used to pay, satisfy, or discharge any obligation of Borrower for the payment of money that is secured by a pre-existing mortgage, deed of trust, or other lien encumbering the Mortgaged Property, such Mortgage Loan proceeds shall be deemed to have been advanced by Lender at Borrower’s request, and Lender shall be subrogated automatically, and without further action on its part, to the rights, including lien priority, of the owner or holder of the obligation secured by such prior lien, whether or not such prior lien is released.

Section 15.14 Counting of Days.

Except where otherwise specifically provided, any reference in this Loan Agreement to a period of “days” means calendar days, not Business Days.  If the date on which Borrower is required to perform an obligation under this Loan Agreement is not a Business Day, Borrower shall be required to perform such obligation by the Business Day immediately preceding such date; provided, however, in respect of any Payment Date, or if the Maturity Date is other than a Business Day, Borrower shall be obligated to make such payment by the Business Day immediately following such date.

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Section 15.15 Revival and Reinstatement of Indebtedness.

If the payment of all or any part of the Indebtedness by Borrower, Guarantor, or any other Person, or the transfer to Lender of any collateral or other property should for any reason subsequently be declared to be void or voidable under any state or federal law relating to creditors’ rights, including provisions of the Insolvency Laws relating to a Voidable Transfer, and if Lender is required to repay or restore, in whole or in part, any such Voidable Transfer, or elects to do so upon the advice of its counsel, then the amount of such Voidable Transfer or the amount of such Voidable Transfer that Lender is required or elects to repay or restore, including all reasonable costs, expenses, and attorneys’ fees incurred by Lender in connection therewith, and the Indebtedness shall be automatically revived, reinstated, and restored by such amount and shall exist as though such Voidable Transfer had never been made.

Section 15.16 Time is of the Essence.

Borrower agrees that, with respect to each and every obligation and covenant contained in this Loan Agreement and the other Loan Documents, time is of the essence.

Section 15.17 Final Agreement.

THIS LOAN AGREEMENT ALONG WITH ALL OF THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.  All prior or contemporaneous agreements, understandings, representations, and statements, oral or written, are merged into this Loan Agreement and the other Loan Documents. This Loan Agreement, the other Loan Documents, and any of their provisions may not be waived, modified, amended, discharged, or terminated except by an agreement in writing signed by the party against which the enforcement of the waiver, modification, amendment, discharge, or termination is sought, and then only to the extent set forth in that agreement.

Section 15.18 WAIVER OF TRIAL BY JURY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH OF BORROWER AND LENDER (a) COVENANTS AND AGREES NOT TO ELECT A TRIAL BY JURY WITH RESPECT TO ANY ISSUE ARISING OUT OF THIS LOAN AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR THE RELATIONSHIP BETWEEN THE PARTIES AS BORROWER AND LENDER, THAT IS TRIABLE OF RIGHT BY A JURY, AND (b) WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO SUCH ISSUE TO THE EXTENT THAT ANY SUCH RIGHT EXISTS NOW OR IN THE FUTURE.  THIS WAIVER OF RIGHT TO TRIAL BY JURY IS SEPARATELY GIVEN BY EACH PARTY, KNOWINGLY AND VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL.

[Remainder of Page Intentionally Blank]

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IN WITNESS WHEREOF, Borrower and Lender have signed and delivered this Loan Agreement under seal (where applicable) or have caused this Loan Agreement to be signed and delivered under seal (where applicable) by their duly authorized representatives. Where applicable law so provides, Borrower and Lender intend that this Loan Agreement shall be deemed to be signed and delivered as a sealed instrument.

BORROWER:

3221 KELLER SPRINGS ROAD OWNER, LLC,

a Delaware limited liability company

By /s/ John Griffin
John Griffin
Chief Financial Officer
ACKNOWLEDGMENT
STATE OF New Jersey )
--- --- ---
)Ss:
COUNTY OF Monmouth )

BEFORE ME, the undersigned, a Notary Public in and for said County and State, on this day personally appeared John Griffin, the Chief Financial Officer of 3221 Keller Springs Road Owner, LLC, a Delaware limited liability company, the limited liability company that executed the foregoing instrument, and known to me to be the person and Chief Financial Officer whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the said limited liability company and that he executed the same as the act of such corporation for the purposes and consideration therein expressed and in the capacity therein stated.

GIVEN UNDER MY HAND AND SEAL OF OFFICE this 23^rd^ day of February, 2021.

DAVID S STOLZ
Printed Name: David s Stolz
Notary Public in and for Monmouth County, NT
My commission expires: 5/3/2023
DAVID S.STOLZ<br><br><br>NOTARY PUBLIC OF NEW JERSEY<br><br><br>Commission Expires 5/3/2023
Multifamily Loan and Security Agreement
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LENDER:

CBRE MULTIFAMILY CAPITAL, INC.,

a Delaware corporation

By: /s/ Marion S Green (SEAL)
Name: Marion S. Green
Title: Vice President
Multifamily Loan and Security Agreement
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SCHEDULES & EXHIBITS
--- --- --- ---
Schedules
Schedule 1 Definitions Schedule (required) Form
6101.SARM
(SOFR)
Schedule 2 Summary of Loan Terms (required) Form
6102.SARM
(SOFR)
Addenda to Replacement Reserve Deposits-Deposits Partially or Form 6102.04
Schedule 2 Fully Waived
Schedule 3 Schedule of Interest Rate Type Provisions (required) Form
6103.SARM
(SOFR)
Schedule 4 Prepayment Premium Schedule (required) Form 6104.11
Schedule 5 Required Replacement Schedule (required)
Schedule 6 Required Repair Schedule (required)
Schedule 7 Exceptions to Representations and Warranties Schedule
(required)
Schedule 8 Ownership Interests Schedule
Exhibits
Exhibit A Modifications to Loan Agreement (Replacement Form 6220
Reserve-Deposits Partially or Fully Waived)
Exhibit B Modifications to Loan Agreement (Waiver of Imposition Form 6228
Deposits)
Multifamily Loan and Security Agreement
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Schedules and Exhibits 06-19 © 2019 Fannie Mae

and agrees that the Schedules and Exhibits referenced above are Borrower hereby acknowledges into this Loan Agreement by this reference and each constitutes a hereby incorporated fully substantive part of this Loan Agreement.

/s/ illegible
Borrower Initials

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SCHEDULE 1

TO MULTIFAMILY LOAN AND SECURITY AGREEMENT

Definitions Schedule

(Interest Rate Type – Structured ARM (SOFR))

Capitalized terms used in the Loan Agreement have the meanings given to such terms in this Definitions Schedule.

“30-Day Average SOFR” means the “30-Day Average SOFR” published by the SOFR Administrator on the SOFR Administrator Website.

“Accrued Interest” means unpaid interest, if any, on the Mortgage Loan that has not been added to the unpaid principal balance of the Mortgage Loan pursuant to Section 2.02(b) (Capitalization of Accrued But Unpaid Interest) of the Loan Agreement.

“Additional Lender Repairs” means repairs of the type listed on the Required Repair Schedule but not otherwise identified thereon that are determined advisable by Lender to keep the Mortgaged Property in good order and repair (ordinary wear and tear excepted) and in good marketable condition or to prevent deterioration of the Mortgaged Property.

“Additional Lender Replacements” means replacements of the type listed on the Required

Replacement Schedule but not otherwise identified thereon that are determined advisable by Lender to keep the Mortgaged Property in good order and repair (ordinary wear and tear excepted) and in good marketable condition or to prevent deterioration of the Mortgaged Property.

“Adjustable Rate” has the meaning set forth in the Summary of Loan Terms.

“Amortization Period” has the meaning set forth in the Summary of Loan Terms.

“Amortization Type” has the meaning set forth in the Summary of Loan Terms.

“Bankruptcy Event” means any one or more of the following:

(a) the commencement, filing or continuation of a voluntary case or proceeding under one or more of the Insolvency Laws by Borrower;

(b) the acknowledgment in writing by Borrower (other than to Lender in connection with a workout) that it is unable to pay its debts generally as they mature;

(c) the making of a general assignment for the benefit of creditors by Borrower;

(d) the commencement, filing or continuation of an involuntary case or proceeding under one or more Insolvency Laws against Borrower; or

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(e) the appointment of a receiver (other than a receiver appointed at the direction or request of Lender under the terms of the Loan Documents), liquidator, custodian, sequestrator, trustee or other similar officer who exercises control over Borrower or any substantial part of the assets of Borrower;

provided, however, that any proceeding or case under (d) or (e) above shall not be a Bankruptcy Event until the ninetieth day after filing (if not earlier dismissed) so long as such proceeding or case occurred without the consent, encouragement or active participation of Borrower, Guarantor, Key Principal, or any Borrower Affiliate (in which event such case or proceeding shall be a Bankruptcy Event immediately).

“Borrower” means, individually (and jointly and severally (solidarily instead for purposes of Louisiana law) if more than one), the entity (or entities) identified as “Borrower” in the first paragraph of the Loan

Agreement.

“Borrower Affiliate” means, as to Borrower, Guarantor or Key Principal:

(a) any Person that owns any direct ownership interest in Borrower, Guarantor or Key Principal;

(b) any Person that indirectly owns, with the power to vote, twenty percent (20%) or more of the ownership interests in Borrower, Guarantor or Key Principal;

(c) any Person Controlled by, under common Control with, or which Controls, Borrower, Guarantor or Key Principal;

(d) any entity in which Borrower, Guarantor or Key Principal directly or indirectly owns, with the power to vote, twenty percent (20%) or more of the ownership interests in such entity; or

(e) any other individual that is related (to the third degree of consanguinity) by blood or marriage to Borrower, Guarantor or Key Principal.

“Borrower Requested Repairs” means repairs not listed on the Required Repair Schedule requested by Borrower to be reimbursed from the Repairs Escrow Account and determined advisable by Lender to keep the Mortgaged Property in good order and repair and in a good marketable condition or to prevent deterioration of the Mortgaged Property.

“Borrower Requested Replacements” means replacements not listed on the Required Replacement

Schedule requested by Borrower to be reimbursed from the Replacement Reserve Account and determined advisable by Lender to keep the Mortgaged Property in good order and repair and in a good marketable condition or to prevent deterioration of the Mortgaged Property.

“Borrower’s General Business Address” has the meaning set forth in the Summary of Loan Terms.

“Borrower’s Notice Address” has the meaning set forth in the Summary of Loan Terms.

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“Business Day” means any day other than (a) a Saturday, (b) a Sunday, (c) a day on which Lender is not open for business, or (d) a day on which the Federal Reserve Bank of New York is not open for business.

“Collateral Account” means any account designated as such by Lender pursuant to a Collateral Agreement or as established pursuant to the Loan Agreement, including the Reserve/Escrow Account.

“Collateral Account Funds” means, collectively, the funds on deposit in any Collateral Account, including the Reserve/Escrow Account Funds.

“Collateral Agreement” means any separate agreement between Borrower and Lender and any other party (if applicable) for the establishment of any other fund, reserve or account related to the Mortgage Loan or the Mortgaged Property.

“Completion Period” has the meaning set forth in the Summary of Loan Terms.

“Condemnation Action” has the meaning set forth in the Security Instrument.

“Control” (including with correlative meanings, such as “Controlling,” “Controlled by” and “under common Control with”) means, as applied to any entity, the possession, directly or indirectly, of the power to direct or cause the direction of the management and operations of such entity, whether through the ownership of voting securities or other ownership interests, by contract or otherwise.

“Conversion” means the conversion of the Mortgage Loan from an adjustable rate to a fixed rate and, if applicable, the extension of the Maturity Date of the Mortgage Loan to the New Maturity Date.

“Conversion Amendment” means Lender’s then-current form of Amendment to Multifamily Loan and Security Agreement to be executed by Borrower and Lender to amend or restate all or any part of the Loan Agreement (including any Schedules, Exhibits or other attachments) in connection with, and reflecting the terms of, a Conversion of the Mortgage Loan.

“Conversion Closing Date” means the date designated by Lender for the closing of the Conversion.

“Conversion Determination Notice” means the notice given by Lender to Borrower pursuant to the

Conversion Option in which Lender notifies Borrower whether the Mortgage Loan satisfies the Minimum Conversion Debt Service Coverage Ratio, establishes the Net Cash Flow and the Maximum Fixed Rate to which the Mortgage Loan may be converted.

“Conversion Effective Date” means the issuance date of the MBS effectuating the Conversion which date shall be (a) if the Conversion Exercise Date occurs on a Payment Date, the first day of the calendar month following the Conversion Exercise Date, or (b) if the Conversion Exercise Date occurs on any other day other than a Payment Date, the first day of the second calendar month following the Conversion Exercise Date, but in no event shall the Conversion Effective Date be before the first day of the Conversion Period or after the last day of the Conversion Period.

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“Conversion Exercise Date” has the meaning set forth in Section 7(c)(3)(B) of the Schedule of Interest Rate Type Provisions.

“Conversion Option” means Borrower’s one-time option to effect the Conversion pursuant to the terms of the Loan Agreement.

“Conversion Period” means the period commencing on the day after the end of the Prepayment Lockout

Period and ending on the day after the end of the Prepayment Premium Term.

“Conversion Request” means the notice given by Borrower to Lender to exercise the Conversion

Option.

“Conversion Request Period” means the period beginning on the date three (3) months prior to the first day of the Conversion Period and ending on the date three (3) months prior to the last day of the Conversion Period.

“Conversion Review Fee” has the meaning set forth in the Summary of Loan Terms.

“Corresponding Tenor” with respect to an Index Replacement means a tenor (including overnight) having approximately the same length (disregarding Business Day adjustment) as the tenor for the Current Index.

“Credit Score” means a numerical value or a categorization derived from a statistical tool or modeling system used to measure credit risk and predict the likelihood of certain credit behaviors, including default.

“Current Index” has the meaning set forth in the Summary of Loan Terms.

“Debt Service Amounts” means the Monthly Debt Service Payments and all other amounts payable under the Loan Agreement, the Note, the Security Instrument or any other Loan Document.

“Debt Service Coverage Ratio” means the ratio of (a) the Net Cash Flow of the Mortgaged Property, to (b) the underwritten debt service for the Mortgage Loan at the proposed Fixed Rate for the trailing twelve (12) month period from the date of the most recently received quarterly financial statements prepared by Borrower for the Mortgaged Property, provided that (1) the interest rate used in determining such ratio shall be the greater of (A) the Fixed Rate, or (B) the Underwriting Interest Rate (if any), and (2) an Amortization Period of three hundred sixty (360) months shall be used in determining such ratio.

“Default Rate” means an interest rate equal to the lesser of:

(a) the sum of the Interest Rate plus four (4) percentage points; or

(b) the maximum interest rate which may be collected from Borrower under applicable law.

“Definitions Schedule” means this Schedule 1 (Definitions Schedule) to the Loan Agreement.

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“Division” means the filing of a certificate of division, adoption of a plan of division, amending of any organizational documents, or any other actions taken, permitted, or consented to in order to divide a Person into two or more Persons pursuant to a plan of division such as contemplated under the Delaware Limited Liability Company Act or any other similar requirement of law in any jurisdiction.  The term

“Divide” shall have a correlative meaning.

“Economic Sanctions” means any economic or financial sanction administered or enforced by the

United States Government (including, without limitation, those administered by OFAC at http://www.treasury.gov/about/organizational-structure/offices/Pages/Office-of-Foreign-Assets-Control.aspx), the U.S. Department of Commerce, or the U.S. Department of State.

“Effective Date” has the meaning set forth in the Summary of Loan Terms.

“Employee Benefit Plan” means a plan described in Section 3(3) of ERISA, regardless of whether the plan is subject to ERISA, or a “plan” as defined in Section 4975(e)(1) of the Internal Revenue Code.

“Enforcement Costs” has the meaning set forth in the Security Instrument.

“Environmental Indemnity Agreement” means that certain Environmental Indemnity Agreement dated as of the Effective Date made by Borrower to and for the benefit of Lender, as the same may be amended, restated, replaced, supplemented, or otherwise modified from time to time.

“Environmental Inspections” has the meaning set forth in the Environmental Indemnity Agreement.

“Environmental Laws” has the meaning set forth in the Environmental Indemnity Agreement.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” shall mean, with respect to Borrower, any entity that, together with Borrower, would be treated as a single employer under Section 414(b) or (c) of the Internal Revenue Code, or Section 4001(a)(14) of ERISA, or the regulations thereunder.

“ERISA Plan” means any employee pension benefit plan within the meaning of Section 3(2) of ERISA

(or related trust) that is subject to the requirements of Title IV of ERISA, Sections 430 or 431 of the Internal Revenue Code, or Sections 302, 303, or 304 of ERISA, which is maintained or contributed to by Borrower or its ERISA Affiliates.

“Event of Default” means the occurrence of any event listed in Section 14.01 (Events of Default) of the Loan Agreement.

“Exceptions to Representations and Warranties Schedule” means that certain Schedule 7

(Exceptions to Representations and Warranties Schedule) to the Loan Agreement.

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“First Payment Date” has the meaning set forth in the Summary of Loan Terms.

“First Principal and Interest Payment Date” has the meaning set forth in the Summary of Loan Terms, if applicable.

“Fixed Monthly Principal Component” has the meaning set forth in the Summary of Loan Terms.

“Fixed Rate” means an interest rate per annum equal to the sum of the Investor Yield, the Servicing

Fee and the Guaranty Fee.

“Fixed Rate Amortization Factor” has the meaning set forth in the Summary of Loan Terms.

“Fixed Rate Option” means, in connection with a Conversion, Borrower’s selection of one of the following fixed rate options for the Mortgage Loan which shall be effective from and after the Conversion Effective Date:

(a) seven (7) year term with a five (5) year yield maintenance period;

(b) seven (7) year term with a six and one-half (6.5) year yield maintenance period;

(c) ten (10) year term with a seven (7) year yield maintenance period; or

(d) ten (10) year term with a nine and one-half (9.5) year yield maintenance period.

“Fixtures” has the meaning set forth in the Security Instrument.

“Force Majeure” shall mean acts of God, acts of war, civil disturbance, governmental action (including the revocation or refusal to grant licenses or permits, where such revocation or refusal is not due to the fault of Borrower), strikes, lockouts, fire, unavoidable casualties or any other causes beyond the reasonable control of Borrower (other than lack of financing), and of which Borrower shall have notified Lender in writing within ten (10) days after its occurrence.

“Foreclosure Event” means:

(a) foreclosure under the Security Instrument;

(b) any other exercise by Lender of rights and remedies (whether under the Security Instrument or under applicable law, including Insolvency Laws) as holder of the Mortgage Loan and/or the Security Instrument, as a result of which Lender (or its designee or nominee) or a third party purchaser becomes owner of the Mortgaged Property;

(c) delivery by Borrower to Lender (or its designee or nominee) of a deed or other conveyance of Borrower’s interest in the Mortgaged Property in lieu of any of the foregoing; or

(d) in Louisiana, any dation en paiement.

“Good Faith Deposit” means a fee in an amount equal to two percent (2%) of the unpaid principal balance of the Mortgage Loan.

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“Goods” has the meaning set forth in the Security Instrument.

“Governmental Authority” means any court, board, commission, department or body of any municipal, county, state or federal governmental unit, or any subdivision of any of them, that has or acquires jurisdiction over Borrower or the Mortgaged Property or the use, operation or improvement of the Mortgaged Property.

“Guarantor” means, individually and collectively, any guarantor of the Indebtedness or any other obligation of Borrower under any Loan Document.

“Guarantor Bankruptcy Event” means any one or more of the following:

(a) the commencement, filing or continuation of a voluntary case or proceeding under one or more of the Insolvency Laws by Guarantor;

(b) the acknowledgment in writing by Guarantor (other than to Lender in connection with a workout) that it is unable to pay its debts generally as they mature;

(c) the making of a general assignment for the benefit of creditors by Guarantor;

(d) the commencement, filing or continuation of an involuntary case or proceeding under one or more Insolvency Laws against Guarantor; or

(e) the appointment of a receiver, liquidator, custodian, sequestrator, trustee or other similar officer who exercises control over Guarantor or any substantial part of the assets of Guarantor, as applicable;

provided, however, that any proceeding or case under (d) or (e) above shall not be a Guarantor Bankruptcy Event until the ninetieth day after filing (if not earlier dismissed) so long as such proceeding or case occurred without the consent, encouragement or active participation of Borrower, Guarantor, Key Principal, or any Borrower Affiliate (in which event such case or proceeding shall be a Guarantor Bankruptcy Event immediately).

“Guarantor’s General Business Address” has the meaning set forth in the Summary of Loan Terms.

“Guarantor’s Notice Address” has the meaning set forth in the Summary of Loan Terms.

“Guaranty” means, individually and collectively, any Payment Guaranty, Non-Recourse Guaranty or other guaranty executed by Guarantor in connection with the Mortgage Loan.

“Guaranty Fee” means the guaranty fee offered by Fannie Mae for a new or converted Fannie Mae mortgage loan with the same or substantially similar loan terms and credit characteristics as the Mortgage Loan at the time of origination or conversion of such mortgage loan.

“Immediate Family Members” means a child, stepchild, grandchild, spouse, sibling, or parent, each of whom is not a Prohibited Person.

“Imposition Deposits” has the meaning set forth in the Security Instrument.

“Impositions” has the meaning set forth in the Security Instrument.

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“Improvements” has the meaning set forth in the Security Instrument.

“Indebtedness” has the meaning set forth in the Security Instrument.

“Index” has the meaning set forth in the Summary of Loan Terms.

“Index Replacement” means, for any Interest Period, the sum determined by Lender as of the Index

Replacement Date of (a) the alternate rate of interest that has been selected by Lender as the replacement for the Current Index for the applicable Corresponding Tenor giving due consideration to (1) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the SOFR Administrator at such time or (2) any evolving or then-prevailing market convention for determining a rate of interest as a replacement for the Current Index for U.S. dollar-denominated syndicated or bilateral credit facilities at such time, and (b) the Index Replacement Adjustment.  If the Index Replacement as determined pursuant to this definition would be less than zero, the Index Replacement shall be deemed to be zero.

“Index Replacement Adjustment” means, for any Interest Period, the first alternative set forth in the order below that can be determined by Lender as of the Index Replacement Date:

(a) the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected or recommended by the SOFR Administrator for the applicable Unadjusted Index Replacement;

(b) the spread adjustment (which may be a positive or negative value or zero) that would apply to the fallback rate for derivative transactions utilizing the ISDA Definitions to be effective upon an index cessation event with respect to the Current Index; or

(c) the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by Lender for the applicable Corresponding Tenor giving due consideration to (1) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the Current Index with the applicable Unadjusted Index Replacement by the SOFR Administrator at such time or (2) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the Current Index with the applicable Unadjusted Index Replacement for U.S. dollar-denominated syndicated or bilateral credit facilities at such time.

“Index Replacement Conforming Changes” means, with respect to any Index Replacement, any technical, administrative or operational changes (including changes to the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest and other administrative matters, as well as the determination of the effective date for any such changes) that Lender decides may be appropriate to reflect the adoption and implementation of such Index Replacement and to permit the administration thereof by Lender in a manner substantially consistent with market practice (or, if Lender decides that adoption of any portion of such market practice is not administratively feasible or if Lender determines that no market practice for the administration of the Index Replacement exists, in such other manner of administration as Lender decides is reasonably necessary in connection with administration of the Mortgage Loan).

“Index Replacement Date” means the earliest to occur of the following events with respect to the

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Current Index:

(a) in the case of clause (a) or (b) of the definition of “Index Transition Event,” the date on which the administrator of the Index permanently or indefinitely ceases to provide the Index; or

(b) in the case of clause (c) of the definition of “Index Transition Event,” the date of the public statement or publication of information referenced therein.

“Index Transition Event” means the occurrence of one or more of the following events with respect to the Current Index, including comparable events that affect the published spread adjustment or other components used in the calculation of the Index:

(a) a public statement or publication of information by or on behalf of the administrator of the Index announcing that such administrator has ceased or will cease to provide the Index, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Index;

(b) a public statement or publication of information by the regulatory supervisor for the administrator of the Index, the central bank for the currency of the Index, an insolvency official with jurisdiction over the administrator for the Index, a resolution authority with jurisdiction over the administrator for the Index or a court or an entity with similar insolvency or resolution authority over the administrator for the Index, which states that the administrator of the Index has ceased or will cease to provide the Index permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Index; or

(c) a public statement or publication of information by the regulatory supervisor for the administrator of the Index announcing that the Index is no longer representative.

“Initial Adjustable Rate” has the meaning set forth in the Summary of Loan Terms.

“Initial Fixed Rate Payment Date” means the first day of the calendar month following the Conversion

Effective Date.

“Initial Monthly Debt Service Payment” has the meaning set forth in the Summary of Loan Terms.

“Initial Replacement Reserve Deposit” has the meaning set forth in the Summary of Loan Terms.

“Insolvency Laws” means the United States Bankruptcy Code, 11 U.S.C. Section 101, et seq., together with any other federal or state law affecting debtor and creditor rights or relating to the bankruptcy, insolvency, reorganization, arrangement, moratorium, readjustment of debt, dissolution, liquidation or similar laws, proceedings, or equitable principles affecting the enforcement of creditors’ rights, as amended from time to time.

“Insolvent” means:

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(a) that the sum total of all of a specified Person’s liabilities (whether secured or unsecured, contingent or fixed, or liquidated or unliquidated) is in excess of the value of such Person’s non-exempt assets, i.e., all of the assets of such Person that are available to satisfy claims of creditors; or

(b) such Person’s inability to pay its debts as they become due.

“Intended Prepayment Date” means the date upon which Borrower intends to make a prepayment on the Mortgage Loan, as set forth in the Prepayment Notice.

“Interest Accrual Method” has the meaning set forth in the Summary of Loan Terms.

“Interest Only Term” has the meaning set forth in the Summary of Loan Terms.

“Interest Period” means each period for the determination of the Interest Rate commencing on the

Effective Date and ending on each Rate Change Date thereafter until the Mortgage Loan is fully paid.

“Interest Rate” means the Initial Adjustable Rate or the Adjustable Rate, as applicable, and after any Conversion, the Fixed Rate.

“Interest Rate Type” has the meaning set forth in the Summary of Loan Terms.

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended.

“Investor” means any Person to whom Lender intends to (a) sell, transfer, deliver or assign the Mortgage

Loan in the secondary mortgage market, or (b) sell an MBS backed by the Mortgage Loan.

“Investor Yield” means, in connection with a Conversion, the percentage equal to (a) the required net yield offered for purchase by Fannie Mae, or (b) the MBS pass-through rate offered for purchase by regular buyers of mortgage backed securities, as applicable, for a new Fannie Mae mortgage loan with the same or substantially similar loan terms and credit characteristics as the Mortgage Loan (taking into account the Fixed Rate Option selected by Borrower).

“ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and

Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time.

“Key Principal” means, collectively:

(a) the natural person(s) or entity that Controls Borrower that Lender determines is critical to the successful operation and management of Borrower and the Mortgaged Property, as identified as such in the Summary of Loan Terms; or

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(b) any natural person or entity who becomes a Key Principal after the date of the Loan Agreement and is identified as such in an assumption agreement, or another amendment or supplement to the Loan Agreement.

“Key Principal’s General Business Address” has the meaning set forth in the Summary of Loan

Terms.

“Key Principal’s Notice Address” has the meaning set forth in the Summary of Loan Terms.

“Land” means the land described in Exhibit A to the Security Instrument.

“Last Interest Only Payment Date” has the meaning set forth in the Summary of Loan Terms, if applicable.

“Late Charge” means an amount equal to the delinquent amount then due under the Loan Documents multiplied by five percent (5%).

“Leases” has the meaning set forth in the Security Instrument.

“Lender” means the entity identified as “Lender” in the first paragraph of the Loan Agreement and its transferees, successors and assigns, or any subsequent holder of the Note.

“Lender’s General Business Address” has the meaning set forth in the Summary of Loan Terms.

“Lender’s Notice Address” has the meaning set forth in the Summary of Loan Terms.

“Lender’s Payment Address” has the meaning set forth in the Summary of Loan Terms.

“Lien” has the meaning set forth in the Security Instrument.

“Loan Agreement” means the Multifamily Loan and Security Agreement dated as of the Effective Date executed by and between Borrower and Lender to which this Definitions Schedule is attached, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Loan Amount” has the meaning set forth in the Summary of Loan Terms.

“Loan Application” means the application for the Mortgage Loan submitted by Borrower to Lender.

“Loan Documents” means the Note, the Loan Agreement, the Security Instrument, the Environmental

Indemnity Agreement, the Guaranty, all guaranties, all indemnity agreements, all Collateral Agreements, all O&M Plans, and any other documents now or in the future executed by Borrower, Guarantor, Key Principal, any other guarantor or any other Person in connection with the Mortgage Loan, as such documents may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Loan Servicer” means the entity that from time to time is designated by Lender to collect payments and deposits and receive notices under the Note, the Loan Agreement, the Security Instrument and any other Loan Document,

Schedule 1 to Multifamily Loan and Security
Agreement - Definitions Schedule (Interest
Rate Type - Structured ARM (SOFR)) Form 6101.SARM (SOFR) Page 11
Fannie Mae 09-20 © 2020 Fannie Mae

and otherwise to service the Mortgage Loan for the benefit of Lender.  Unless Borrower receives notice to the contrary, the Loan Servicer shall be the Lender originally named on the Summary of Loan Terms.

“Loan Term” has the meaning set forth in the Summary of Loan Terms, as the same may be extended following a Conversion.

“Loan Year” has the meaning set forth in the Summary of Loan Terms.

“Margin” has the meaning set forth in the Summary of Loan Terms.

“Material Commercial Lease” means:

(a) any Lease that, individually or in the aggregate with other Leases entered into with the same tenant, comprises five percent (5%) or more of the total gross income at the Mortgaged Property on an annualized basis; or

(b) regardless of the percentage of the total gross income at the Mortgaged Property that it comprises, any Lease relating to:

(1) solar power, thermal power generation, or co-power generation, or for the installation of solar panels or any other electrical power generation equipment, and any related power purchase agreement; or

(2) any dwelling unit at the Mortgaged Property leased to Guarantor, Key Principal, or another Borrower Affiliate.

“Maturity Date” has the meaning set forth in the Summary of Loan Terms.

“Maximum Fixed Rate” means, in connection with the exercise of the Conversion Option, the maximum Fixed Rate to which the Mortgage Loan may be converted, as determined by Lender, so that the Debt Service Coverage Ratio of the Mortgage Loan is not less than the Minimum Conversion Debt Service Coverage Ratio.

“Maximum Inspection Fee” has the meaning set forth in the Summary of Loan Terms.

“Maximum Repair Cost” shall be the amount(s) set forth in the Required Repair Schedule, if any.

“Maximum Repair Disbursement Interval” has the meaning set forth in the Summary of Loan Terms.

“Maximum Replacement Reserve Disbursement Interval” has the meaning set forth in the Summary of Loan Terms.

“Maximum Restoration Reserve Disbursement Interval” has the meaning set forth in the Summary of Loan Terms.

“MBS” means an investment security that represents an undivided beneficial interest in a pool of mortgage loans or participation interests in mortgage loans held in trust pursuant to the terms of a governing trust document.

Schedule 1 to Multifamily Loan and Security
Agreement - Definitions Schedule (Interest
Rate Type - Structured ARM (SOFR)) Form 6101.SARM (SOFR) Page 12
Fannie Mae 09-20 © 2020 Fannie Mae

“Mezzanine Debt” means a loan to a direct or indirect owner of Borrower secured by a pledge of such owner’s interest in an entity owning a direct or indirect interest in Borrower.

“Minimum Conversion Debt Service Coverage Ratio” has the meaning set forth in the Summary of Loan Terms.

“Minimum Repairs Disbursement Amount” has the meaning set forth in the Summary of Loan Terms.

“Minimum Replacement Reserve Disbursement Amount” has the meaning set forth in the Summary of Loan Terms.

“Minimum Restoration Reserve Disbursement Amount” has the meaning set forth in the Summary of Loan Terms.

“Monthly Debt Service Payment” has the meaning set forth in the Summary of Loan Terms.

“Monthly Replacement Reserve Deposit” has the meaning set forth in the Summary of Loan Terms.

“Mortgage Loan” means the mortgage loan made by Lender to Borrower in the principal amount of the Note made pursuant to the Loan Agreement, evidenced by the Note and secured by the Loan Documents that are expressly stated to be security for the Mortgage Loan.

“Mortgaged Property” has the meaning set forth in the Security Instrument.

“Multifamily Project” has the meaning set forth in the Summary of Loan Terms.

“Multifamily Project Address” has the meaning set forth in the Summary of Loan Terms.

“Net Cash Flow” means, for any specified period, the total of (a) the net rental income for the Mortgaged

Property, plus (b) other allowable income for the Mortgaged Property, if any, minus (c) operating expenses for the Mortgaged Property, minus (d) the full amount underwritten for the Replacement Reserve Account (regardless of whether deposits have been or will be waived or reduced), and as adjusted for economic vacancy and other factors by Lender for the specific asset class or loan type.

“New Maturity Date” means the Maturity Date of the Mortgage Loan following the Conversion, as set forth on the Summary of Loan Terms attached as Schedule 2 to the Conversion Amendment, which date may be the same as, or later than, the Maturity Date prior to the exercise of the Conversion.

“Non-Recourse Guaranty” means, if applicable, that certain Guaranty of Non-Recourse Obligations of even date herewith executed by Guarantor to and for the benefit of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Note” means that certain Multifamily Note of even date herewith in the original principal amount of the stated Loan Amount made by Borrower in favor of Lender, and all schedules, riders, allonges and addenda attached thereto, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

Schedule 1 to Multifamily Loan and Security
Agreement - Definitions Schedule (Interest
Rate Type - Structured ARM (SOFR)) Form 6101.SARM (SOFR) Page 13
Fannie Mae 09-20 © 2020 Fannie Mae

“O&M Plan” has the meaning set forth in the Environmental Indemnity Agreement.

“OFAC” means the United States Treasury Department, Office of Foreign Assets Control, and any successor thereto.

“Ownership Interests Schedule” means that certain Schedule 8 (Ownership Interests Schedule) to the Loan Agreement.

“Payment Change Date” has the meaning set forth in the Summary of Loan Terms.

“Payment Date” means the First Payment Date and the first day of each month thereafter until the

Mortgage Loan is fully paid.

“Payment Guaranty” means, if applicable, that certain Guaranty (Payment) of even date herewith executed by Guarantor to and for the benefit of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Permitted Encumbrance” has the meaning set forth in the Security Instrument.

“Permitted Mezzanine Debt” means Mezzanine Debt incurred by a direct or indirect owner or owners of Borrower where the exercise of any of the rights and remedies by the holder or holders of the Mezzanine Debt would not in any circumstance cause (a) a change in Control in Borrower, Key Principal, or Guarantor, or (b) a Transfer of a direct or indirect Restricted Ownership Interest in Borrower, Key Principal, or Guarantor.

“Permitted Preferred Equity” means Preferred Equity that does not (a) require mandatory dividends, distributions, payments or returns (including at maturity or in connection with a redemption), or (b) provide the Preferred Equity owner with rights or remedies on account of a failure to receive any preferred dividends, distributions, payments or returns (or, if such rights are provided, the exercise of such rights do not violate the Loan Documents or are otherwise exercised with the prior written consent of Lender in accordance with Article 11 (Liens, Transfers and Assumptions) of the Loan Agreement and the payment of all applicable fees and expenses as set forth in Section 11.03(g) (Further Conditions to Transfers and Assumption) of the Loan Agreement).

“Permitted Prepayment Date” means the last Business Day of a calendar month.

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

“Personal Property” means the Goods, accounts, choses of action, chattel paper, documents, general intangibles (including Software), payment intangibles, instruments, investment property, letter of credit rights, supporting obligations, computer information, source codes, object codes, records and data, all telephone numbers or listings, claims (including claims for indemnity or breach of warranty), deposit accounts and other property or assets of any kind or nature related to the Land or the Improvements, including operating agreements, surveys, plans and specifications and contracts for architectural, engineering and construction services relating to the Land or the Improvements, and all other intangible property and rights relating to the operation of, or used in connection with, the Land or the Improvements, including all governmental permits relating to any activities on the Land.

Schedule 1 to Multifamily Loan and Security
Agreement - Definitions Schedule (Interest
Rate Type - Structured ARM (SOFR)) Form 6101.SARM (SOFR) Page 14
Fannie Mae 09-20 © 2020 Fannie Mae

“Personalty” has the meaning set forth in the Security Instrument.

“Preferred Equity” means a direct or indirect equity ownership interest in, economic interests in, or rights with respect to, Borrower that provide an equity owner preferred dividend, distribution, payment, or return treatment relative to other equity owners.

“Prepayment Lockout Period” has the meaning set forth in the Summary of Loan Terms.

“Prepayment Notice” means the written notice that Borrower is required to provide to Lender in accordance with Section 2.03 (Lockout/Prepayment) of the Loan Agreement in order to make a prepayment on the Mortgage Loan, which shall include, at a minimum, the Intended Prepayment Date.

“Prepayment Premium” means the amount payable by Borrower in connection with a prepayment of the Mortgage Loan, as provided in Section 2.03 (Lockout/Prepayment) of the Loan Agreement and calculated in accordance with the Prepayment Premium Schedule.

“Prepayment Premium Schedule” means that certain Schedule 4 (Prepayment Premium Schedule) to the Loan Agreement.

“Prepayment Premium Term” has the meaning set forth in the Summary of Loan Terms.

“Prohibited Person” means:

(a) any Person with whom Lender or Fannie Mae is prohibited from doing business pursuant to any law, rule, regulation, judicial proceeding or administrative directive; or

(b) any Person identified on the United States Department of Housing and Urban

Development’s “Limited Denial of Participation, HUD Funding Disqualifications and Voluntary Abstentions List,” or on the General Services Administration’s “System for Award Management (SAM)” exclusion list, each of which may be amended from time to time, and any successor or replacement thereof; or

(c) any Person that is determined by Fannie Mae to pose an unacceptable credit risk due to the aggregate amount of debt of such Person owned or held by Fannie Mae; or

(d) any Person that has caused any unsatisfactory experience of a material nature with Fannie Mae or Lender, such as a default, fraud, intentional misrepresentation, litigation, arbitration or other similar act.

“Property Jurisdiction” has the meaning set forth in the Security Instrument.

“Property Square Footage” has the meaning set forth in the Summary of Loan Terms.

“Publicly-Held Corporation” means a corporation, the outstanding voting stock of which is registered under Sections 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended.

“Publicly-Held Trust” means a real estate investment trust, the outstanding voting shares or beneficial interests of which are registered under Sections 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended.

Schedule 1 to Multifamily Loan and Security
Agreement - Definitions Schedule (Interest
Rate Type - Structured ARM (SOFR)) Form 6101.SARM (SOFR) Page 15
Fannie Mae 09-20 © 2020 Fannie Mae

“Rate Change Date” has the meaning set forth in the Summary of Loan Terms.

“Rate Lock Request” means a request from Borrower to Lender for a rate quote for the Fixed Rate

(based on the Fixed Rate Option selected by Borrower) which shall apply after the Conversion Effective Date.

“Rents” has the meaning set forth in the Security Instrument.

“Repair Threshold” has the meaning set forth in the Summary of Loan Terms.

“Repairs” means, individually and collectively, the Required Repairs, Borrower Requested Repairs, and Additional Lender Repairs.

“Repairs Escrow Account” means the account established by Lender into which the Repairs Escrow

Deposit is deposited to fund the Repairs.

“Repairs Escrow Account Administrative Fee” or “Repairs Escrow Account Administration Fee” has the meaning set forth in the Summary of Loan Terms.

“Repairs Escrow Deposit” has the meaning set forth in the Summary of Loan Terms.

“Replacement Reserve Account” means the account established by Lender into which the Replacement

Reserve Deposits are deposited to fund the Replacements.

“Replacement Reserve Account Administration Fee” has the meaning set forth in the Summary of

Loan Terms.

“Replacement Reserve Account Interest Disbursement Frequency” has the meaning set forth in the

Summary of Loan Terms.

“Replacement Reserve Deposits” means the Initial Replacement Reserve Deposit, Monthly

Replacement Reserve Deposits and any other deposits to the Replacement Reserve Account required by the Loan Agreement.

“Replacement Threshold” has the meaning set forth in the Summary of Loan Terms.

“Replacements” means, individually and collectively, the Required Replacements, Borrower

Requested Replacements and Additional Lender Replacements.

“Required Repair Schedule” means that certain Schedule 6 (Required Repair Schedule) to the Loan Agreement.

“Required Repairs” means those items listed on the Required Repair Schedule.

Schedule 1 to Multifamily Loan and Security
Agreement - Definitions Schedule (Interest
Rate Type - Structured ARM (SOFR)) Form 6101.SARM (SOFR) Page 16
Fannie Mae 09-20 © 2020 Fannie Mae

“Required Replacement Schedule” means that certain Schedule 5 (Required Replacement Schedule) to the Loan Agreement.

“Required Replacements” means those items listed on the Required Replacement Schedule.

“Reserve/Escrow Account Funds” means, collectively, the funds on deposit in the Reserve/Escrow

Accounts.

“Reserve/Escrow Accounts” means, individually and collectively, the Replacement Reserve Account, the Repairs Escrow Account, and the Restoration Reserve Account.

“Residential Lease” means a Lease of an individual dwelling unit.

“Restoration” means any work and improvements required to be performed to the Mortgaged Property following a casualty or event of loss as set forth in plans and specifications approved by Lender.

“Restoration Reserve Account” means, if applicable, the account established by Lender into which insurance proceeds are deposited in order to fund a Restoration following a casualty or event of loss.

“Restoration Reserve Account Administration Fee” has the meaning set forth in the Summary of Loan Terms.

“Restoration Threshold” has the meaning set forth in the Summary of Loan Terms.

“Restricted Ownership Interest” means, with respect to any entity, the following:

(a) if such entity is a general partnership or a joint venture, fifty percent (50%) or more of all general partnership or joint venture interests in such entity;

(b) if such entity is a limited partnership:

(1) the interest of any general partner; or

(2) fifty percent (50%) or more of all limited partnership interests in such entity;

(c) if such entity is a limited liability company or a limited liability partnership:

(1) the interest of any managing member or the contractual rights of any non-member manager; or

(2) fifty percent (50%) or more of all membership or other ownership interests in such entity;

(d) if such entity is a corporation (other than a Publicly-Held Corporation) with only one class of voting stock, fifty percent (50%) or more of voting stock in such corporation;

(e) if such entity is a corporation (other than a Publicly-Held Corporation) with more than one class of voting stock, the amount of shares of voting stock sufficient to have the power to elect the majority of directors of such corporation; or

Schedule 1 to Multifamily Loan and Security
Agreement - Definitions Schedule (Interest
Rate Type - Structured ARM (SOFR)) Form 6101.SARM (SOFR) Page 17
Fannie Mae 09-20 © 2020 Fannie Mae

(f) if such entity is a trust (other than a land trust or a Publicly-Held Trust), the power to Control such trust vested in the trustee of such trust or the ability to remove, appoint or substitute the trustee of such trust (unless the trustee of such trust after such removal, appointment or substitution is a trustee identified in the trust agreement approved by Lender).

“Review Fee” means the non-refundable fee of $3,000 payable to Lender.

“Sanctioned Country” means a country subject to either a targeted or comprehensive country-wide sanctions program administered and enforced by OFAC, which list is updated from time to time.

“Sanctioned Person” means (a) a Person named on the list of “Specially Designated Nationals and Blocked Persons” maintained by OFAC, available at http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx, or as otherwise published from time to time; (b) (1) an agency of the government of a Sanctioned Country, (2) an organization controlled by a Sanctioned Country, or (3) a Person resident in a Sanctioned Country, to the extent any Person described in clauses (1), (2) or (3) is the subject of a sanctions program administered by OFAC; and, (c) a Person whose property and interests in property are blocked pursuant to an Executive Order or regulations administered by OFAC consistent with the guidance issued by OFAC.

“Schedule of Interest Rate Type Provisions” means that certain Schedule 3 (Schedule of Interest Rate Type Provisions) to the Loan Agreement.

“Security Instrument” means that certain multifamily mortgage, deed to secure debt or deed of trust executed and delivered by Borrower as security for the Mortgage Loan and encumbering the Mortgaged Property, including all riders or schedules attached thereto, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Servicing Arrangement” means any arrangement between Lender and the Loan Servicer for loss sharing or interim advancement of funds.

“Servicing Fee” means the servicing fee offered by Fannie Mae for a new or converted Fannie Mae mortgage loan with the same or substantially similar loan terms and credit characteristics as the Mortgage Loan at the time of origination or conversion of such mortgage loan.

“Short-Term Rental” means any Lease or master Lease (including subleases, licenses, and other possessory interests, whether oral or written) of an individual dwelling unit, for which the intended occupancy of the dwelling unit is for a period or periods of less than thirty (30) days, irrespective of the stated term of the Lease, including any Lease:

(a) for corporate tenant and guest suite purposes; or

(b) with an agreement or arrangement between either:

(1) Borrower and a tenant whereby the tenant may enter into a separate agreement or arrangement with a Short-Term Rental Provider to offer Short-Term Rentals at the Mortgaged Property; or

Schedule 1 to Multifamily Loan and Security
Agreement - Definitions Schedule (Interest
Rate Type - Structured ARM (SOFR)) Form 6101.SARM (SOFR) Page 18
Fannie Mae 09-20 © 2020 Fannie Mae

(2) Borrower and a Short-Term Rental Provider, pursuant to which tenants may offer Short-Term Rentals at the Mortgaged Property.

“Short-Term Rental Provider” means any platform or provider (including any internet or online service platform or provider) that offers Short-Term Rental services and arrangements, including booking and reservation services to guests and customers.

“SOFR” means, with respect to any day, the secured overnight financing rate last published for such day by the SOFR Administrator on the SOFR Administrator Website.

“SOFR Administrator” means the Federal Reserve Board and/or the Federal Reserve Bank of New

York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York, or any successor publisher of SOFR.

“SOFR Administrator Website” means the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org, or such other source generally used by commercial lenders to obtain SOFR for any day.

“Software” has the meaning set forth in the Security Instrument.

“Summary of Loan Terms” means that certain Schedule 2 (Summary of Loan Terms) to the Loan Agreement.

“Taxes” has the meaning set forth in the Security Instrument.

“Title Policy” means the mortgagee’s loan policy of title insurance issued in connection with the

Mortgage Loan and insuring the lien of the Security Instrument as set forth therein, as approved by Lender.

“Total Parking Spaces” has the meaning set forth in the Summary of Loan Terms.

“Total Residential Units” has the meaning set forth in the Summary of Loan Terms.

“Transfer” means:

(a) a sale, assignment, transfer or other disposition (whether voluntary, involuntary, or by operation of law), other than Residential Leases, Material Commercial Leases or non-Material Commercial Leases permitted by the Loan Agreement;

(b) a granting, pledging, creating or attachment of a lien, encumbrance or security interest (whether voluntary, involuntary, or by operation of law);

(c) an issuance or other creation of a direct or indirect ownership interest;

(d) a withdrawal, retirement, removal or involuntary resignation of any owner or manager of a legal entity; or

Schedule 1 to Multifamily Loan and Security
Agreement - Definitions Schedule (Interest
Rate Type - Structured ARM (SOFR)) Form 6101.SARM (SOFR) Page 19
Fannie Mae 09-20 © 2020 Fannie Mae

(e) a merger, consolidation, dissolution, Division or liquidation of a legal entity.

“Transfer Fee” means a fee equal to one percent (1%) of the unpaid principal balance of the Mortgage Loan payable to Lender.

“UCC” has the meaning set forth in the Security Instrument.

“UCC Collateral” has the meaning set forth in the Security Instrument.

“Unadjusted Index Replacement” means the Index Replacement excluding the Index Replacement

Adjustment.

“Underwriting Interest Rate” means, in connection with the Conversion, the then-current minimum underwriting interest rate (if applicable) used by Lender for underwriting new loans with the same or substantially similar loan terms and credit characteristics as the Mortgage Loan (taking into account the Fixed Rate Option selected by Borrower).

“Voidable Transfer” means any fraudulent conveyance, preference or other voidable or recoverable payment of money or transfer of property.

[Remainder of Page Intentionally Blank]

Schedule 1 to Multifamily Loan and Security
Agreement - Definitions Schedule (Interest
Rate Type - Structured ARM (SOFR)) Form 6101.SARM (SOFR) Page 20
Fannie Mae 09-20 © 2020 Fannie Mae

SCHEDULE 2

TO MULTIFAMILY LOAN AND SECURITY AGREEMENT

Summary of Loan Terms

(Interest Rate Type – Structured ARM(SOFR))

I. GENERAL PARTY AND MULTIFAMILY PROJECT INFORMATION
3221 KELLER SPRINGS ROAD OWNER, LLC, a
Borrower Delaware limited liability company
CBRE   MULTIFAMILY  CAPITAL,   INC.,   a
Lender Delaware corporation
Key Principal CANTOR FITZGERALD INCOME TRUST, INC.
Guarantor N/A
Multifamily Project Keller Springs Crossing
ADDRESSES
Borrower’s General Business 110 East 59^th^Street
Address New York City, New York 10022
110 East 59^th^Street
Borrower’s Notice Address New York City, New York 10022
Email: cmilner@cantor.com
Multifamily Project Address 3221 Keller Springs Road
Carrollton, Texas 75006
Multifamily Project County Dallas
Key Principal’s General Business 110 East 59^th^Street
Address New York City, New York 10022
110 East 59^th^Street
Key Principal’s Notice Address New York City, New York 10022
Email: cmilner@cantor.com
Guarantor’s General Business
Address N/A
Schedule 2 to Multifamily Loan and
--- --- ---
Security Agreement - Summary of Loan
Terms (Interest Rate Type - Structured
ARM (SOFR)) Form 6102.SARM (SOFR) Page 1
Fannie Mae 09-20 © 2020 Fannie Mae
Guarantor’s Notice Address N/A
--- ---
CBRE Multifamily Capital, Inc.
c/o CBRE Loan Services, Inc.
Lender’s General Business 929 Gessner, #1700
Address Houston, Texas 77024
Attn: Chief Legal Officer
CBRE Multifamily Capital, Inc.
c/o CBRE Loan Services, Inc.
Lender’s Notice Address 929 Gessner, #1700
Houston, Texas 77024
Attn: Chief Legal Officer
CBRE Multifamily Capital, Inc.
Lender’s Payment Address c/o CBRE Loan Services, Inc.
P.O. Box 973788
Dallas, Texas 75397-3788
II.MULTIFAMILY PROJECT INFORMATION
--- ---
Property Square Footage 644,126
Total Parking Spaces 513
Total Residential Units 304
☐    Yes
Affordable Housing Property ��    No
III.MORTGAGE LOAN INFORMATION
--- ---
Until the first Rate Change Date, the Initial Adjustable
Rate, and from and after each Rate Change Date
following the first Rate Change Date until the next Rate
Adjustable Rate Change Date, a per annum interest rate that is the sum
of (i) the Current Index, and (ii) the Margin, which sum
is then rounded to the nearest three (3) decimal places;
provided, however, the Adjustable Rate shall never be
less than the Margin
Schedule 2 to Multifamily Loan and
--- --- ---
Security Agreement - Summary of Loan
Terms (Interest Rate Type - Structured
ARM (SOFR)) Form 6102.SARM (SOFR) Page 2
Fannie Mae 09-20 © 2020 Fannie Mae
Amortization Period Zero (0) months
--- --- --- --- --- ---
c   Amortizing
Amortization Type ��   Full Term Interest Only
c   Partial Interest Only
The Index that is effective on the Business Day
Current Index immediately preceding the applicable Rate Change
Date
Effective Date February 25, 2021
First Payment Date The first day of April, 2021
Fixed Monthly Principal
Component $0
Fixed Rate Amortization Factor NA% per annum
30-Day Average SOFR; provided that, if an Index
Transition Event and its related Index Replacement
Index Date have occurred, then the Index shall mean the Index
Replacement determined pursuant to the terms of the
Loan Agreement
Initial Adjustable Rate 2.203% per annum
Initial Monthly Debt Service
Payment $59,333.34
Actual/360 (computed on the basis of a three hundred
sixty (360) day year and the actual number of calendar
Interest Accrual Method days during the applicable month, calculated by
multiplying the unpaid principal balance of the
Mortgage Loan by the Interest Rate, dividing the
product by three hundred sixty (360), and multiplying
Schedule 2 to Multifamily Loan and
--- --- ---
Security Agreement - Summary of Loan
Terms (Interest Rate Type - Structured
ARM (SOFR)) Form 6102.SARM (SOFR) Page 3
Fannie Mae 09-20 © 2020 Fannie Mae
the quotient obtained by the actual number of days
--- ---
elapsed in the applicable month)
Interest Only Term One Hundred Twenty (120) months
Interest Rate Type Structured ARM
Loan Amount 31,277,000
Loan Term One Hundred Twenty (120) months
The period beginning on the Effective Date and ending
Loan Year on the last day of February, 2022, and each successive
twelve (12) month period thereafter
Margin 2.16%
The first day of March, 2031, or any later date to which
the Maturity Date may be extended (if at all) in
Maturity Date connection with Borrower’s exercise of the Conversion
Option or any earlier date on which the Indebtedness
becomes due and payable by acceleration or otherwise
(i)
(ii)
Monthly Debt Service Payment
Payment Change Date The first day of the month following each Rate Change
Date until the Mortgage Loan is fully paid
Prepayment Lockout Period The first Loan Year of the Loan Term

All values are in US Dollars.

Schedule 2 to Multifamily Loan and
Security Agreement - Summary of Loan
Terms (Interest Rate Type - Structured
ARM (SOFR)) Form 6102.SARM (SOFR) Page 4
Fannie Mae 09-20 © 2020 Fannie Mae
The First Payment Date and the first day of each month thereafter until the Mortgage Loan is fully paid, subject to any Index Replacement Conforming Changes required upon implementation of any Index Replacement
--- ---
Rate Change Date
IV. YIELD MAINTENANCE/PREPAYMENT PREMIUM INFORMATION
The period beginning on the Effective Date and ending
Prepayment Premium Term on the last calendar day of the fourth month prior to the
month in which the Maturity Date occurs
V. RESERVE INFORMATION
--- ---
Within six (6) months after the Effective Date or as
Completion Period otherwise shown on the Required Repair Schedule
Initial Replacement Reserve
Deposit $0
Maximum Inspection Fee $500.00
Maximum Repair Disbursement One (1) time(s) per calendar month
Interval
Maximum Replacement Reserve One (1) time(s) per calendar month
Disbursement Interval
Once per month, unless the Servicer determines more
Maximum Restoration Reserve frequent disbursement of funds are appropriate and can
Disbursement Interval be managed effectively.
Minimum Repairs Disbursement
Amount $1,000.00
Minimum Replacement Reserve
Disbursement Amount $5,000.00
Minimum Restoration Reserve
Disbursement Amount $1,000
Schedule 2 to Multifamily Loan and
--- --- ---
Security Agreement - Summary of Loan
Terms (Interest Rate Type - Structured
ARM (SOFR)) Form 6102.SARM (SOFR) Page 5
Fannie Mae 09-20 © 2020 Fannie Mae
Monthly Replacement Reserve
--- ---
Deposit $5,067
Repair Threshold $10,000.00
Repairs Escrow Account
Administration Fee NA
Repairs Escrow Deposit $0
Replacement Reserve Account $250.00, payable annually if Monthly Replacement Reserve Deposits are collected pursuant to this Loan<br><br><br>Agreement
Administration Fee
Replacement Reserve Account Quarterly
Interest Disbursement Frequency
Replacement Threshold $10,000.00
Restoration Reserve Account
Administration Fee $0
Restoration Threshold $10,000
VI. CONVERSION OPTION – SARM LOAN
Conversion Review Fee A non-refundable fee in the amount of $10,000
Minimum Conversion Debt 1.55
Service Coverage Ratio

[Remainder of Page Intentionally Blank]

Schedule 2 to Multifamily Loan and
Security Agreement - Summary of Loan
Terms (Interest Rate Type - Structured
ARM (SOFR)) Form 6102.SARM (SOFR) Page 6
Fannie Mae 09-20 © 2020 Fannie Mae

MODIFICATIONS TO MULTIFAMILY LOAN AND SECURITY AGREEMENT

ADDENDA TO SCHEDULE 2 – SUMMARY OF LOAN TERMS (Replacement Reserve Deposits – Deposits Partially or Fully Waived)

VI.0020REPLACEMENT RESERVE – DEPOSITS PARTIALLY OR FULLY WAIVED
Reduced Monthly Replacement Reserve Deposit $0.00
Modifications to Multifamily Loan and
--- --- --- ---
Security Agreement - Schedule 2 Addenda -
Summary of Loan Terms (Replacement
Reserve - Deposits Partially or Fully
Waived) Form 6102.04 Page 1
Fannie Mae 04-12 © 2012 Fannie Mae

SCHEDULE 3

TO MULTIFAMILY LOAN AND SECURITY AGREEMENT

Schedule of Interest Rate Type Provisions (Structured ARM (SOFR)) and Fixed Rate Conversion Option

(1) Defined Terms.

Capitalized terms not otherwise defined in this Schedule have the meanings given to such terms in the Definitions Schedule to the Loan Agreement.

(2) Interest Accrual.

Except as otherwise provided in the Loan Agreement, interest shall accrue at the Adjustable Rate until the Mortgage Loan is fully paid.

(3) Adjustable Rate; Index Replacement.

a. Adjustments.

The Initial Adjustable Rate shall be effective until the first Rate Change Date.  Thereafter, the Adjustable Rate shall change on each Rate Change Date based on fluctuations in the Current Index as determined by Lender, which determination shall be conclusive absent manifest error.

b. Index Replacement.

(1) Index Replacement Date.

Notwithstanding anything to the contrary herein or in any other Loan Document, if an Index Transition Event and its related Index Replacement Date have occurred with respect to the Current Index, then the Index Replacement will replace the Current Index on such Index Replacement Date and all subsequent dates.  The Index Replacement will become effective on the Index Replacement Date without any amendment or further action or consent of any other party to the Loan Agreement or any other Loan Document.

(2) Index Replacement Conforming Changes.

(i) In connection with the implementation of an Index Replacement, Lender shall have the right to make Index Replacement Conforming Changes from time to time.  Notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Index Replacement Conforming Changes shall become effective without any further action or consent of Borrower.

(ii) Lender shall notify Borrower of (A) the occurrence of any Index Transition Event and its related Index Replacement Date, (B) the Index Replacement determined by Lender, and (C) any required Index Replacement Conforming Changes.  Any determination, decision, or election made by Lender pursuant to this Section 3, including any determination by Lender with respect to

Schedule 3 to Multifamily Loan and
Security Agreement - Schedule of Interest
Rate Type Provisions (Structured ARM
(SOFR)) and Fixed Rate Conversion Option Form 6103.SARM (SOFR) Page 1
Fannie Mae 09-20 © 2020 Fannie Mae

tenor, rate, or adjustment, or of the occurrence or non-occurrence of an event, circumstance, or date, and any decision to take or refrain from taking any action or any selection, shall be conclusive and binding absent manifest error and may be made in Lender’s sole discretion and without consent from Borrower.

(3) Federal Income Tax Treatment.

For federal income tax purposes, Lender intends to effect the replacement of the Current Index with the Index Replacement in connection with an Index Transition Event such that the replacement will not result in a tax realization event under Section 1001 of the Internal Revenue Code of 1986, as amended, and relevant Treasury Regulations promulgated thereunder.

(4) Fixed Monthly Principal Component.

Each amortizing Monthly Debt Service Payment shall include a principal payment equal to the Fixed Monthly Principal Component, which shall be determined using the Fixed Rate Amortization Factor.

(5) Notification of Interest Rate Change and Monthly Debt Service Payment.

Before each Payment Change Date, Lender shall notify Borrower of any change in the Adjustable Rate and the amount of the next Monthly Debt Service Payment.

(6) Correction to Monthly Debt Service Payments.

If Lender determines at any time that it has miscalculated the amount of a Monthly Debt Service Payment (whether because of a miscalculation of the Adjustable Rate or otherwise), then Lender shall give notice to Borrower of the corrected amount of the Monthly Debt Service Payment (and the corrected Adjustable Rate, if applicable) and a. if the corrected amount of the Monthly Debt Service Payment represents an increase, then Borrower shall, within thirty (30) calendar days thereafter, pay to Lender any sums that Borrower would have otherwise been obligated to pay to Lender had the amount of the Monthly Debt Service Payment not been miscalculated, or b. if the corrected amount of the Monthly Debt Service Payment represents a decrease and Borrower is not otherwise in default under any of the Loan Documents, then Borrower shall thereafter be paid the sums that Borrower would not have otherwise been obligated to pay to Lender had the amount of the Monthly Debt Service Payment not been miscalculated.

Schedule 3 to Multifamily Loan and
Security Agreement - Schedule of Interest
Rate Type Provisions (Structured ARM
(SOFR)) and Fixed Rate Conversion Option Form 6103.SARM (SOFR) Page 2
Fannie Mae 09-20 © 2020 Fannie Mae

(7) Conversion to Fixed Rate.

(a) Conversion Option.

(1) Subject to the following terms and conditions, Borrower may exercise the Conversion Option pursuant to which the interest rate payable on the Mortgage Loan may be converted on a Payment Date during the Conversion Period from the Adjustable Rate to the Fixed Rate, after which the interest rate on the Mortgage Loan shall remain at the Fixed Rate until the New Maturity Date.

(2) For Mortgage Loans that are full-term interest-only, the Amortization Period from and after the Conversion Effective Date shall be three hundred sixty (360) months.  For all other Mortgage Loans, including Mortgage Loans that are partial interest-only or amortizing, the Amortization Period from and after the Conversion Effective Date shall be:

(A) three hundred sixty (360) months, if (i) Borrower selects a Fixed Rate Option having a term greater than or equal to the original term of the Mortgage Loan from the Effective Date through the Maturity Date, and (ii) the most recent inspection of the Mortgaged Property by Lender resulted in a rating of either “1” or “2”; or

(B) in all other cases, the number of months equal to (i) three hundred sixty (360) months, minus (ii) the number of Monthly Debt Service Payments that have elapsed since the Effective Date.

Notwithstanding the foregoing, if (1) the Mortgage Loan converts to a fixed rate Mortgage Loan during an interest-only period, and (2) Borrower elects a Fixed Rate Option with a Mortgage Loan term greater than or equal to the original term of the original Mortgage Loan, the remaining portion of the interest-only period shall carry over to the fixed rate Mortgage Loan and the Amortization Period shall commence following the completion of the interest-only period.

(3) The Monthly Debt Service Payment following a Conversion shall be in an amount required to pay the unpaid principal balance of the Mortgage Loan immediately prior to the Initial Fixed Rate Payment Date in equal monthly installments, including accrued interest at the Fixed Rate, over the Amortization Period utilizing the 30/360 Interest Accrual Method even if Actual/360 is the Interest Accrual Method.

(4) Borrower’s right to exercise the Conversion Option shall lapse on the earlier of (A) at 5:00 p.m. (Eastern Time) on the last day of the Conversion Request Period (unless otherwise agreed to by Lender), if Borrower has not previously delivered to Lender a Conversion Request in accordance with the terms of this Section (7), or (B) on the

Conversion Effective Date, if the Conversion Option is timely exercised but the Conversion does not become effective on such Conversion Effective Date.

(b) New MBS and No Prepayment Premium.

Schedule 3 to Multifamily Loan and
Security Agreement - Schedule of Interest
Rate Type Provisions (Structured ARM
(SOFR)) and Fixed Rate Conversion Option Form 6103.SARM (SOFR) Page 3
Fannie Mae 09-20 © 2020 Fannie Mae

(1) Borrower acknowledges and agrees that the existing MBS for the Mortgage Loan shall be repaid and a new MBS shall be issued for the term of the Conversion.  The closing of the Conversion is subject to the precondition that Lender must confirm with Fannie Mae that Fannie Mae is generally offering to purchase in the marketplace MBS of this execution type at the time Borrower delivers the Conversion Request to Lender and at the time the Conversion is rate locked.

(2) No Prepayment Premium shall become due in connection with the closing of the Conversion.

(c) Procedures for Conversion.

(1) Conversion Request.

(A) Subject to the terms of the Loan Agreement, if Borrower desires to exercise the Conversion Option, Borrower shall submit a Conversion Request to Lender, which shall include Borrower’s selection of a Fixed Rate Option.  Borrower shall deliver the Conversion Request no earlier than the first day of the Conversion Request Period and no later than the last day of the Conversion Request Period, unless otherwise agreed to by Lender.  Borrower may not submit a Conversion Request more than twice during any Loan Year.  Borrower may not submit a Conversion Request if an Event of Default has occurred and is continuing at the time of the request or if an Event of Default has occurred at any time within the twelve (12) month period immediately preceding the date of the Conversion Request.

(B) The Conversion Request shall be accompanied by the Conversion Review Fee in the form of a check payable to Lender or by wire transfer to an account designated by Lender, which Conversion Review Fee shall be deemed earned by Lender and non-refundable upon receipt.

(C) Borrower shall submit to Lender, within five (5) days after receipt of a request therefor, all information relating to the operation of the Mortgaged Property required by Lender to determine the Net Cash Flow and whether the Mortgage Loan satisfies the Minimum Conversion Debt Service Coverage Ratio.  If Borrower fails to provide such information within such period, Borrower’s Conversion Request shall be deemed canceled (however, such canceled Conversion Request shall count as a request for the Loan Year in which the request was made).

(2) Conversion Eligibility Determination.

(A) Within fifteen (15) days after receipt of a Conversion Request (or, if Lender requests additional information from Borrower pursuant to Section 7(c)(2)(B) of this Schedule, within fifteen (15) days after Lender’s receipt of such additional information), Lender shall provide Borrower with the Conversion Determination Notice which shall determine the Net Cash Flow of the Mortgaged Property, whether the Mortgage Loan satisfies the Minimum Conversion Debt Service Coverage Ratio, and the Maximum Fixed Rate to which the Mortgage Loan may be converted.

Schedule 3 to Multifamily Loan and
Security Agreement - Schedule of Interest
Rate Type Provisions (Structured ARM
(SOFR)) and Fixed Rate Conversion Option Form 6103.SARM (SOFR) Page 4
Fannie Mae 09-20 © 2020 Fannie Mae

(B) Lender shall determine the Net Cash Flow for the trailing twelve (12) month period and whether the Mortgage Loan satisfies the Minimum Conversion Debt Service Coverage Ratio on the basis of the most recently received quarterly financial statements.  In connection with any request by Lender for additional information, Borrower shall have five (5) days after Borrower’s receipt of such request to provide Lender with such additional information.

(C) Borrower may not exercise the Conversion Option unless Lender determines that, based upon the Net Cash Flow set forth in the Conversion Determination Notice and the Fixed Rate quoted in connection with a Rate Lock Request, the Debt Service Coverage Ratio for the Mortgaged Property is equal to or greater than the Minimum Conversion Debt Service Coverage Ratio.

(3) Exercise of Conversion Option; Rate Lock Request.

(A) If, after receipt of the Conversion Determination Notice, Borrower desires to exercise the Conversion Option, Borrower shall, no later than thirty-five (35) days prior to the last day of the Conversion Period (unless otherwise agreed to by Lender, provided that in no event shall the rate lock described below take place later than the date one month prior to the last day of the Conversion Period):

(i) provide Lender with a title report for the Mortgaged Property prepared by, or by an agent for, the issuer of the Title Policy, showing marketable fee simple or leasehold title to the Mortgaged Property (as applicable) to be vested in Borrower, free and clear of all Liens and other matters affecting title other than the Permitted Encumbrances;

(ii) pay to Lender the Good Faith Deposit; and

(iii) make a Rate Lock Request.

(B) After submission of the Rate Lock Request, if the Fixed Rate quoted to Borrower is greater than the Maximum Fixed Rate, Borrower shall not be permitted to accept the quoted Fixed Rate (or exercise its Conversion Option).  If the Fixed Rate quoted to Borrower is less than or equal to the Maximum Fixed Rate and Borrower desires to lock the Fixed Rate, Borrower shall lock the Fixed Rate in the manner prescribed by Lender and the date of such rate lock shall be deemed the “Conversion Exercise Date.”  In no event shall the Conversion Exercise Date be earlier than the date two (2) months prior to the Conversion Effective Date nor later than the date one (1) month prior to the Conversion Effective Date.  On or before 5:00 p.m. (Eastern Time) of the Conversion Exercise Date, Borrower and Lender shall confirm to each other in writing from Lender to Borrower, acknowledged and accepted in writing by Borrower and transmitted, in each case, by facsimile or other electronic transmission acceptable to Lender, (i) the Fixed Rate, (ii) the New Maturity Date, (iii) the Conversion Effective Date, (iv) the new Monthly Debt Service Payment (v) the Initial Fixed Rate Payment Date, and (vi) the Conversion Closing Date (which date shall be no later than ten (10) days after the Conversion Exercise Date).

(C) If the Conversion closes, Lender shall refund the Good Faith Deposit to Borrower within thirty (30) days after the Conversion Closing Date.  If Borrower pays the Good Faith Deposit

Schedule 3 to Multifamily Loan and
Security Agreement - Schedule of Interest
Rate Type Provisions (Structured ARM
(SOFR)) and Fixed Rate Conversion Option Form 6103.SARM (SOFR) Page 5
Fannie Mae 09-20 © 2020 Fannie Mae

but does not timely exercise the Conversion Option and the Fixed Rate is not rate locked, Lender shall refund the Good Faith Deposit to Borrower within forty-five (45) days after receipt of a written request from Borrower (and the interest rate shall remain at the Adjustable Rate).  If Borrower timely exercises the Conversion Option and locks the Fixed Rate, but the Conversion is not effectuated for any reason other than a default by Lender in performing its obligations under the Loan Agreement, Borrower shall forfeit the Good Faith Deposit and (i) if the MBS Investor is not Fannie Mae, shall be fully liable for, and agrees to pay on demand, any and all loss, costs and/or damages incurred by Lender in connection with Borrower’s failure to effectuate the Conversion as provided herein, including any loss, costs and/or damages incurred by Lender in excess of the Good Faith Deposit, and (ii) if the MBS Investor is Fannie Mae or if the Mortgage Loan is held by Fannie Mae and does not back an MBS, the Good Faith Deposit shall serve as liquidated damages resulting from failure to effectuate the Conversion.  Borrower expressly acknowledges that by electing to convert the interest rate on the Mortgage Loan to the Fixed Rate, and agreeing to the Fixed Rate as provided herein, Borrower is causing Lender to take a position in the financial markets in reliance thereon, and the failure of Borrower to convert the interest rate on the Mortgage Loan to the Fixed Rate as provided herein may cause Lender to incur economic damages.

(d) Amendment to Multifamily Loan and Security Agreement.

The Conversion shall be evidenced by the Conversion Amendment, which shall include a provision pursuant to which Borrower represents, warrants, and confirms the items set forth in Section 7(e)(1)(A), (B), (C), and (E) of this Schedule.

(e) Conditions Precedent to Closing of Conversion.

(1)             Borrower’s right to effectuate the Conversion and Lender’s obligation to execute and deliver the Conversion Amendment, shall be subject to satisfaction of the conditions precedent below.

(A) All representations and warranties of Borrower set forth in the Loan Documents shall be true and correct in all material respects on and as of the Conversion Closing Date as though made on and as of the Conversion Closing Date.

(B) Borrower shall have performed or complied with all of its obligations under the Loan Agreement to be performed or complied with on or before the Conversion Closing Date.

(C) As of the Conversion Closing Date, no Event of Default shall have occurred and be continuing (or any event which, with the giving of notice or the passage of time, or both, would constitute an Event of Default has occurred and is continuing).

(D) On the Conversion Closing Date, Lender shall have received all of the following, each of which, where applicable, shall be executed by individuals authorized to do so, shall be dated as of the Closing Date, and shall be in form and substance acceptable to Lender:

(i) the Conversion Amendment;

Schedule 3 to Multifamily Loan and
Security Agreement - Schedule of Interest
Rate Type Provisions (Structured ARM
(SOFR)) and Fixed Rate Conversion Option Form 6103.SARM (SOFR) Page 6
Fannie Mae 09-20 © 2020 Fannie Mae

(ii) an endorsement to the Title Policy or a new Title Policy as of the Conversion Closing Date showing that the Security Instrument constitutes a valid mortgage lien on the Mortgaged Property, with the same lien priority insured by the Title Policy on the Effective Date, subject only to the Permitted Encumbrances;

(iii) either (A) the Survey, redated to a date within fifteen (15) days prior to the Conversion Closing Date showing that there are no Liens or other matters that have arisen since the date of the Survey other than matters approved in writing by Lender, or (B) affirmative coverage in the title insurance endorsement referred to in Section 7(e)(1)(D)(ii) of this

Schedule that there are no exceptions based upon the results of a visual inspection of the Mortgaged Property, or the absence of any exception based upon any facts or conditions which have arisen since the date of the Survey and which would be disclosed by a current survey of the Mortgaged Property;

(iv) if necessary, as determined by Lender, an amendment to the Security Instrument to be recorded in the land records and insured as a supplement to the Security Instrument to reflect the New Maturity Date;

(v) an opinion of counsel satisfactory to Lender as to such matters as Lender may reasonably request; and

(vi) such other documents as Lender may reasonably request related to the Loan Agreement, the Conversion Amendment or the transactions contemplated hereby or thereby.

(E) The Mortgaged Property shall not have been damaged, destroyed or subject to any condemnation or other taking, in whole or any material part.

(2) Borrower shall pay to Lender upon demand and as a condition to closing of the Conversion all of Lender’s out-of-pocket costs (including reasonable attorneys’ fees) incurred in reviewing and preparing any and all documents in connection with the Conversion, regardless of whether the Conversion is closed.

(8) Property Condition Assessment.

Notwithstanding the provisions of Section 13.02(a)(3)(A) of the Loan Agreement, if the jConversion Option is exercised for any Mortgaged Property other than an “affordable housing property” (as indicated on the Summary of Loan Terms), and extends the Loan Term, then a new property condition assessment shall be required in the earlier of (a) the Loan Year that would have been the final Loan Year of the Mortgage Loan had the Conversion Option not been exercised, or (b) the tenth Loan Year.

[Remainder of Page Intentionally Blank]

Schedule 3 to Multifamily Loan and
Security Agreement - Schedule of Interest
Rate Type Provisions (Structured ARM
(SOFR)) and Fixed Rate Conversion Option Form 6103.SARM (SOFR) Page 7
Fannie Mae 09-20 © 2020 Fannie Mae

SCHEDULE 4 TO

MULTIFAMILY LOAN AND SECURITY AGREEMENT

Prepayment Premium Schedule (1% Prepayment Premium – ARM, SARM)

1. Defined Terms.

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

2. Prepayment Premium.

(a) Any Prepayment Premium payable under Section 2.03 (Lockout/Prepayment) of the Loan Agreement shall be equal to the following percentage of the amount of principal being prepaid at the time of such prepayment, acceleration or application:

Prepayment Lockout Period 5.00%

Second Loan Year, and each 1.00%

Loan Year thereafter

(b) Notwithstanding the provisions of Section 2.03 (Lockout/Prepayment) of the Loan 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.

Schedule 4 to Multifamily Loan and
Security Agreement (Prepayment Premium
Schedule – 1% Prepayment Premium –
ARM, SARM) Form 6104.11 Page 1
Fannie Mae 01-11 © 2020 Fannie Mae

SCHEDULE 5 TO

MULTIFAMILY LOAN AND SECURITY AGREEMENT Required Replacement Schedule

SEE ATTACHED

Multifamily Loan and Security Agreement
(Non-Recourse) Form 6001.NR Page 1
Schedule 5 06-19 © 2020 Fannie Mae
Sect.<br><br><br>No. Item Capital Expense <br>Category AVG<br><br><br>EUL<br><br><br>(YR) EFF<br><br><br>AGE<br><br><br>(YR) RUL<br><br><br>(YR) Qty Unit<br><br><br>of<br><br><br>Meas. Unit<br><br><br>Cost Total<br>Cost over Eval.<br>Period Year<br>3 Year<br><br><br>6 Year<br><br><br>7 Year<br><br><br>8 Year<br>9 Year<br>11
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Site Components
3.1.4 Parking stall, paint, white Parking Pavement 5 4 1 399 EA $5 3,990 1,995
3.2.8 Swimming pool, plaster shell refinish Pool/Spa Plaster Or Lining 8 5 3 1 LS $5,000 5,000
Structural Frame and Building  Envelope (Architectural Components)
3.2.3 Properly clean and re-coat the exposed concrete in breezeways Balconies, Stairs And Upper Level Walkways 7 5 2 6 EA $1,000 12,000 6,000 6,000
3.2.4 Properly clean and repaint the exterior building cladding, fencing, and railings Cladding 7 5 2 15,000 SF $1 30,000 15,000 15,000
Mechanical, Electrical And Plumbing Systems
3.3.3 Condensing units Air Conditioning  Equipment 15 5 10 75 TON $850 63,750
3.3.1 Water heater domestic electric (10, 30, 40, 52 GAL.) Domestic Water Supply Lines And Distribution 10 5 5 152 EA $400 60,800 $8,685 $8,685 $8,686 8,686 8,686
Vertical Transportation, Including Elevators And Stairs
Life Safety And Fire Protection
Interior Elements (Dwelling Units And Common Areas)

All values are in US Dollars.

Multifamily Loan and Security Agreement
(Non-Recourse) Form 6001.NR Page 2
Schedule 5 06-19 © 2020 Fannie Mae

SCHEDULE 6 TO

MULTIFAMILY LOAN AND SECURITY AGREEMENT

Required Repair Schedule

Items to be completed Time-frame for<br><br><br>completion Life Safety (Y~) Estimated cost<br><br><br>of completion Escrow % Escrowed Amount
1. Exterior Sealants - CMC requires the Within 12 months N $ 4.200 Waived $ -
replacement of isolated areas of of Closing
damaged /weathered sealant.
2. CMC requires the repl1cement of cracked and Within 12 months N $ 10.000 Waived $ -
damaged brick veneer and tuckpointing. of Closing
3. CMC requires the inspection/repair of the fire Within 6 months of N $ 1.000 Waived $ -
sprinkler lines in areas of water staining (Buildings Closing
5 and 6)
Multifamily Loan and Security Agreement
--- --- ---
(Non-Recourse) Form 6001.NR Page 1
Schedule 6 06-19 © 2020 Fannie Mae

SCHEDULE 7 TO

MULTIFAMILY LOAN AND SECURITY AGREEMENT

Exceptions to Representations and Warranties Schedule

With respect to Section 4.01(j)(1), there is an ongoing tax contest with the Dallas County Appraisal District regarding the assessed value of the Property, pursuant to which all taxes due and payable have been paid.

Multifamily Loan and Security Agreement
(Non-Recourse) Form 6001.NR Page 1
Schedule 7 06-19 © 2020 Fannie Mae

SCHEDULE 8 TO

MULTIFAMILY LOAN AND SECURITY AGREEMENT

Ownership Interests Schedule

[Remainder of Page Intentionally Blank]

Multifamily Loan and Security Agreement
(Non-Recourse) Form 6001.NR Page 1
Schedule 8 06-19 © 2020 Fannie Mae

EXHIBIT A

MODIFICATIONS TO MULTIFAMILY LOAN AND SECURITY AGREEMENT (Replacement Reserve – Deposits Partially or Fully Waived)

The foregoing Loan Agreement is hereby modified as follows:

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

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

“Reduced Monthly Replacement Reserve Deposit” has the meaning set forth in the Summary of Loan Terms.

  1. Section 13.01(b) (Monthly Replacement Reserve Deposits) of the Loan Agreement is hereby amended by adding the following provisions to the end thereof:

(1) Partial or Full Waiver of Monthly Replacement Reserve Deposit.

Notwithstanding the foregoing or anything in this Loan Agreement to the contrary, on the Effective Date, Lender has agreed to partially reduce, defer or fully waive Borrower’s obligation to make full Monthly Replacement Reserve Deposits.  Subject to the provisions of Section 13.01(b)(2) (Reinstatement of Monthly Replacement Reserve Deposit), Borrower shall deposit the applicable Reduced Monthly Replacement Reserve Deposit into the Replacement Reserve Account on each Payment Date.

(2) Reinstatement of Monthly Replacement Reserve Deposit.

In the event that (A) at any time during the Loan Term Lender provides written notice to Borrower that the Mortgaged Property is not being maintained in accordance with the requirements set forth in the Loan Documents, or (B) an Event of Default has occurred and is continuing under any of the Loan Documents, then upon the earlier of (i) the date specified by Lender in such written notice to Borrower or (ii) the first day of the first calendar month after the occurrence of such Event of Default, Borrower shall commence paying the full Monthly Replacement Reserve Deposits throughout the remaining Loan Term.

Modifications to Multifamily Loan and
Security Agreement (Replacement Reserve
– Deposits Partially or Fully Waived) Form 6220 Page 1
Fannie Mae 08-14 © 2014 Fannie Mae

EXHIBIT B

MODIFICATIONS TO MULTIFAMILY LOAN AND SECURITY AGREEMENT (Waiver of Imposition Deposits)

The foregoing Loan Agreement is hereby modified as follows:

1. Capitalized terms used and not specifically defined herein have the meanings given to such terms in the Loan Agreement.
2. The Definitions Schedule is hereby amended by adding the following new definitions in the appropriate alphabetical order:
--- ---

“Insurance Impositions” means the premiums for maintaining all Required Insurance Coverage.

“Required Insurance Coverage” means the insurance coverage required pursuant to Article 9 (Insurance) of the Loan Agreement and under any other Loan Document.

  1. Section 12.02 (Imposition Deposits, Taxes, and Other Charges – Covenants) of the Loan Agreement is hereby amended by adding the following provisions to the end thereof:

(b) Conditional Waiver of Collection of Imposition Deposits.

(1) Notwithstanding anything contained in this Section 12.02 (Imposition Deposits, Taxes, and Other Charges – Covenants) to the contrary, Lender hereby agrees to waive the collection of Imposition Deposits for Taxes, provided, that:

(A) Borrower shall pay all Taxes directly to the appropriate taxing authority at least ten (10) days prior to the date such Taxes are due;

(B) Borrower shall provide Lender with evidence acceptable to Lender of payments of Taxes within five (5) days after the date such Taxes are paid; and

(C) Borrower shall pay the cost of a third-party tax search service firm engaged by Lender to confirm payment of the Taxes when due.

(2) Notwithstanding anything contained in this Section 12.02 (Imposition Deposits, Taxes, and Other Charges – Covenants) to the contrary, Lender hereby agrees to waive the collection of Imposition Deposits for Insurance Impositions, provided, that:

(A) Borrower shall pay such Insurance Impositions directly to the carrier or agent ten (10) days prior to expiration or as necessary to prevent the Required Insurance Coverage from lapsing due to non-payment of premiums;

(B) Borrower shall provide Lender with proof of payment acceptable to Lender of all Insurance Impositions within five (5) days after the date such Insurance Impositions are paid; and

Modifications to Multifamily Loan and
Security Agreement (Waiver of Imposition
Deposits) Form 6228 Page 1
Fannie Mae 04-12 © 2012 Fannie Mae

(C) Borrower shall cause its insurance agent to provide Lender with such certifications regarding the Required Insurance Coverage as Lender may request from time to time evidencing that the Insurance Impositions have been paid in a timely manner and that all of the Required Insurance Coverage is in full force and effect.

(4) Lender reserves the right to require Borrower to deposit the Imposition Deposits with Lender on each Payment Date for Taxes and Insurance Impositions in accordance with this Section 12.02 (Imposition Deposits, Taxes, and Other Charges – Covenants) upon:

(A) Borrower’s failure to pay Taxes or Insurance Impositions or to provide Lender with proof of payment of Taxes and Insurance Impositions as required in this Section 12.02(b) (Conditional Waiver of Collection of Imposition Deposits);

(B) Borrower’s failure to maintain insurance coverage in accordance with the requirements of Article 9 (Insurance);

(C) the occurrence of any Transfer which is not permitted by the Loan Documents, or any Transfer which requires Lender’s consent; or

(D) the occurrence of a default under any of the other terms, conditions and covenants set forth in this Loan Agreement or any of the other Loan Documents.

(5) Except as specifically provided in this Section 12.02(b) (Conditional Waiver of Collection of Imposition Deposits), the provisions of Article 9 (Insurance) shall remain in full force and effect.

Modifications to Multifamily Loan and
Security Agreement (Waiver of Imposition
Deposits) Form 6228 Page 2
Fannie Mae 04-12 © 2012 Fannie Mae

cfit-ex105_545.htm

Exhibit 10.5

EXECUTION VERSION

LOAN AND SECURITY AGREEMENT

BY AND BETWEEN

CF SUMMERFIELD MULTIFAMILY DST

AND

ARBOR PRIVATE LABEL, LLC

DATED AS OF

MARCH 26, 2021

TABLE OF CONTENTS

ARTICLE 1 - DEFINITIONS; SUMMARY OF MORTGAGE LOAN TERMS 1
Section 1.01 Defined Terms 1
Section 1.02 Schedules, Exhibits, and Attachments Incorporated. 1
ARTICLE 2 - GENERAL MORTGAGE LOAN TERMS 1
Section 2.01 Mortgage Loan Origination and Security 1
Section 2.02 Payments on Mortgage Loan 2
Section 2.03 Lockout/Prepayment. 5
ARTICLE 3 - PERSONAL LIABILITY 10
Section 3.01 Non-Recourse Mortgage Loan; Exceptions. 10
Section 3.02 Personal Liability of Borrower (Exceptions to Non-Recourse Provision) 13
Section 3.03 Personal Liability for Debt Service Reserve Replenishment Payments 13
Section 3.04 Personal Liability for Indemnity Obligations 13
Section 3.05 Lender’s Right to Forego Rights Against Mortgaged Property. 13
Section 3.06 15
ARTICLE 4 - BORROWER STATUS 14
Section 4.01 Representations and Warranties. 14
Section 4.02 Covenants. 22
ARTICLE 5 - THE MORTGAGE LOAN 33
Section 5.01 Representations and Warranties. 33
Section 5.02 Covenants. 33
ARTICLE 6 - PROPERTY USE, PRESERVATION, AND MAINTENANCE 37
Section 6.01 Representations and Warranties. 37
Section 6.02 Covenants. 39
Section 6.03 Mortgage Loan Administration Matters Regarding the Property. 43
ARTICLE 7 - LEASES AND RENTS 44
Section 7.01 Representations and Warranties. 44
Section 7.02 Covenants. 44
Section 7.03 Mortgage Loan Administration Regarding Leases and Rents 47
ARTICLE 8 - BOOKS AND RECORDS; FINANCIAL REPORTING 47
Section 8.01 Representations and Warranties. 47
Section 8.02 Covenants. 48
Section 8.03 Mortgage Loan Administration Matters Regarding Books and Records and <br>Financial Reporting. 51
ARTICLE 9 - INSURANCE 51
Section 9.01 Representations and Warranties. 51
Section 9.02 Covenants. 52
Section 9.03 Mortgage Loan Administration Matters Regarding Insurance 55

i

ARTICLE 10 - CONDEMNATION 58
Section 10.01 Representations and Warranties. 58
Section 10.02 Covenants. 59
Section 10.03 Mortgage Loan Administration Matters Regarding Condemnation 59
ARTICLE 11 - LIENS, TRANSFERS, AND ASSUMPTIONS 62
Section 11.01 Representations and Warranties. 62
Section 11.02 Covenants. 62
Section 11.03 Mortgage Loan Administration Matters Regarding Liens, Transfers, and <br>Assumptions. 71
Section 11.04 Corporate Transaction Involving Key Principal. 77
ARTICLE 12 - IMPOSITIONS 78
Section 12.01 Representations and Warranties. 78
Section 12.02 Covenants. 79
Section 12.03 Mortgage Loan Administration Matters Regarding Impositions. 80
ARTICLE 13 – REPLACEMENTS, REPAIRS, AND RESTORATION 81
Section 13.01 Covenants. 81
Section 13.02 Debt Service Reserve. 84
Section 13.03 Mortgage Loan Administration Matters Regarding Reserves 85
ARTICLE 14 - DEFAULTS/REMEDIES 92
Section 14.01 Events of Default 92
Section 14.02 Remedies. 95
Section 14.03 Additional Lender Rights; Forbearance. 96
Section 14.04 Waiver of Marshaling 99
ARTICLE 15 - SECONDARY MARKET 100
Section 15.01 Transfer of Mortgage Loan. 100
Section 15.02 Dissemination of Information. 100
Section 15.03 Cooperation. 100
Section 15.04 Costs 101
ARTICLE 16 – MISCELLANEOUS 101
Section 16.01 Governing Law; Consent to Jurisdiction and Venue 101
Section 16.02 Notice. 102
Section 16.03 Successors and Assigns Bound; Sale of Mortgage Loan. 102
Section 16.04 Counterparts. 103
Section 16.05 Joint and Several Liability 103
Section 16.06 Relationship of Parties; No Third Party Beneficiary 104
Section 16.07 Severability; Entire Agreement; Amendments 104
Section 16.08 Construction. 105
Section 16.09 Mortgage Loan Servicing. 105
Section 16.10 Disclosure of Information. 106
Section 16.11 Waiver; Conflict. 106
Section 16.12 No Reliance. 106

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Section 16.13 Subrogation. 106
Section 16.14 Counting of Days 107
Section 16.15 Revival and Reinstatement of Indebtedness 107
Section 16.16 Time is of the Essence 107
Section 16.17 Final Agreement. 107
Section 16.18 WAIVER OF TRIAL BY JURY 107
Section 16.19 Expenses 108
Section 16.20 Cost of Enforcement 109
Section 16.21 General Indemnification 109

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LOAN AND SECURITY AGREEMENT

This LOAN AND SECURITY AGREEMENT (as amended, restated, replaced, supplemented, or otherwise modified from time to time, the “Loan Agreement”) is made as of the Effective Date (as hereinafter defined) by and between CF SUMMERFIELD MULTIFAMILY DST, a Delaware statutory trust (“Borrower”), and ARBOR PRIVATE LABEL, LLC, a Delaware limited liability company (“Lender”).

RECITALS:

WHEREAS, Borrower desires to obtain the Mortgage Loan (as hereinafter defined) from Lender to be secured by the Mortgaged Property (as hereinafter defined); and

WHEREAS, Lender is willing to make the Mortgage Loan on the terms and conditions contained in this Loan Agreement and in the other Loan Documents (as hereinafter defined);

NOW, THEREFORE, in consideration of the making of the Mortgage Loan by Lender and other good and valuable consideration, the receipt and adequacy of which are hereby conclusively acknowledged, the parties hereby covenant, agree, represent, and warrant as follows:

AGREEMENTS:

ARTICLE 1 - DEFINITIONS; SUMMARY OF MORTGAGE LOAN TERMS

Section 1.01Defined Terms.

Capitalized terms not otherwise defined in the body of this Loan Agreement shall have the meanings set forth in the Definitions Schedule attached as Schedule 1 to this Loan Agreement.

Section 1.02 Schedules, Exhibits, and Attachments Incorporated.

The schedules, exhibits, and any other addenda or attachments are incorporated fully into this Loan Agreement by this reference and each constitutes a substantive part of this Loan Agreement.

ARTICLE 2 - GENERAL MORTGAGE LOAN TERMS

Section 2.01Mortgage Loan Origination and Security.

(a) Making of Mortgage Loan.

Subject to the terms and conditions of this Loan Agreement and the other Loan Documents, Lender hereby makes the Mortgage Loan to Borrower, and Borrower hereby accepts the Mortgage Loan from Lender.  Borrower covenants and agrees that it shall:

(1) pay the Indebtedness, including the Prepayment Premium, if any (whether in connection with any voluntary prepayment or in connection with an acceleration by Lender of the Indebtedness), in accordance with the terms of this Loan Agreement and the other Loan Documents; and

(2)perform, observe, and comply with this Loan Agreement and all other provisions of the other Loan Documents.

(b)Security for Mortgage Loan.

The Mortgage Loan is made pursuant to this Loan Agreement, is evidenced by the Note, and is secured by the Security Instrument, this Loan Agreement, and the other Loan Documents that are expressly stated to be security for the Mortgage Loan.

(c)Protective Advances.

As provided in the Security Instrument, Lender may take such actions or disburse such funds as Lender reasonably deems necessary to perform the obligations of Borrower under this Loan Agreement and the other Loan Documents and to protect Lender’s interest in the Mortgaged Property.

Section 2.02Payments on Mortgage Loan.

(a)Debt Service Payments.

(1)Short Month Interest.

If the date the Mortgage Loan proceeds are disbursed is any day other than the first day of the month, interest for the period beginning on the disbursement date and ending on and including the last day of the month in which the disbursement occurs shall be payable by Borrower on the date the Mortgage Loan proceeds are disbursed.  In the event that the disbursement date is not the same as the Effective Date, then:

(A)the disbursement date and the Effective Date must be in the same month, and

(B)the Effective Date shall not be the first day of the month.

(2)Interest Accrual and Computation.

Except as provided in Section 2.02(a)(1), interest shall be paid in arrears.  Interest shall accrue at the Interest Rate until fully paid and shall be computed in accordance with the Interest Accrual Method.  Borrower acknowledges and agrees that the amount allocated to interest for each month will vary depending on the actual number of calendar days during such month.

(3)Monthly Debt Service Payments.

Consecutive monthly debt service installments, each in the amount of the applicable Monthly Debt Service Payment, shall be due and payable on the First Payment Date, and on each Payment Date thereafter until the Maturity Date, at which time all Indebtedness shall be due.  Any regularly scheduled Monthly Debt Service Payment that is received by Lender before the applicable Payment Date shall be deemed to have been received on such Payment Date solely for the purpose of calculating interest due.  All payments made by Borrower under this Loan Agreement shall be made without set-off, counterclaim, or other defense.

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(4)Payment at Maturity.

The unpaid principal balance of the Mortgage Loan, any Accrued Interest thereon and all other Indebtedness shall be due and payable on the Maturity Date. If the unpaid principal balance of the Mortgage Loan, any Accrued Interest thereon and all other Indebtedness is paid after the Maturity Date, Borrower shall be required to pay all Accrued Interest through the Payment Date next occurring after such payment.

(b)[Reserved].

(c)Late Charges.

(1)If any Monthly Debt Service Payment due hereunder is not received by Lender on or prior to the date that is five (5) days after the applicable Payment Date, or any amount payable under this Loan Agreement (other than the payment due on the Maturity Date for repayment of the Mortgage Loan in full) or any other Loan Document is not received by Lender on or prior to the date such amount is due, inclusive of the date on which such amount is due, Borrower shall pay to Lender, immediately without demand by Lender, the Late Charge.

The Late Charge is payable in addition to, and not in lieu of, any interest payable at the Default Rate pursuant to Section 2.02(d).

(2)Borrower acknowledges and agrees that:

(A)its failure to make timely payments will cause Lender to incur additional expenses in servicing and processing the Mortgage Loan;

(B)it is extremely difficult and impractical to determine those additional expenses;

(C)Lender is entitled to be compensated for such additional expenses; and

(D)the Late Charge represents a fair and reasonable estimate, taking into account all circumstances existing on the date hereof, of the additional expenses Lender will incur by reason of any such late payment.

(d)Default Rate.

(1)Default interest shall be paid as follows:

(A)Upon the occurrence and during the continuance of an Event of Default, interest on the outstanding principal balance of the Mortgage Loan and, to the extent permitted by law, overdue interest and other amounts due in respect of the Mortgage Loan shall accrue at a rate per annum equal to the Default Rate and all references in the Note, this Loan Agreement or the other Loan Documents to the “Interest Rate” shall be deemed to refer to the Default Rate.

(B)If any Indebtedness due is not paid in full on the Maturity Date, then interest shall accrue at the Default Rate on all such unpaid amounts from the Maturity Date until fully paid and shall be payable upon demand by Lender.

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Absent a demand by Lender, any such amounts shall be payable by Borrower in the same manner as provided for the payment of Monthly Debt Service Payments.  To the extent permitted by applicable law, interest shall also accrue at the Default Rate on any monetary judgment obtained by Lender against Borrower during the continuance of an Event of Default in connection with the Mortgage Loan.  To the extent Borrower or any other Person is vested with a right of redemption, interest shall continue to accrue at the Default Rate during any redemption period until such time as the Mortgaged Property has been redeemed.

(2)Borrower acknowledges and agrees that:

(A)its failure to make timely payments will cause Lender to incur additional expenses in servicing and processing the Mortgage Loan; and

(B)in connection with any failure to timely pay all amounts due in respect of the Mortgage Loan on the Maturity Date, or during the time that any amount due in respect of the Mortgage Loan is delinquent:

(i)Lender’s risk of nonpayment of the Mortgage Loan will be materially increased;

(ii)Lender’s ability to meet its other obligations and to take advantage of other investment opportunities will be adversely impacted;

(iii)Lender will incur additional costs and expenses arising from its loss of the use of the amounts due;

(iv)it is extremely difficult and impractical to determine such additional costs and expenses;

(v)Lender is entitled to be compensated for such additional risks, costs, and expenses; and

(vi)the increase from the Interest Rate to the Default Rate represents a fair and reasonable estimate of the additional risks, costs, and expenses Lender will incur by reason of Borrower’s delinquent payment and the additional compensation Lender is entitled to receive for the increased risks of nonpayment associated with a delinquency on the Mortgage Loan (taking into account all circumstances existing on the Effective Date).

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(e)Address for Payments.

All payments due pursuant to the Loan Documents shall be payable at Lender’s Payment Address, or such other place and in such manner as may be designated from time to time by written notice to Borrower by Lender.

(f)Application of Payments.

If at any time Lender receives, from Borrower or otherwise, any payment in respect of the Indebtedness that is less than all amounts due and payable at such time, then Lender may apply such payment first to accrued and unpaid interest, then to principal amounts then due and payable, and finally to any other amounts due and payable to Lender. Neither Lender’s acceptance of a payment that is less than all amounts then due and payable, nor Lender’s application of such payment, shall constitute or be deemed to constitute either a waiver of the unpaid amounts or an accord and satisfaction.  Notwithstanding the application of any such payment to the Indebtedness, Borrower’s obligations under this Loan Agreement and the other Loan Documents shall remain unchanged.

Section 2.03Lockout/Prepayment.

(a)Prepayment; Prepayment Lockout; Prepayment Premium.

(1)Borrower shall not make a voluntary partial prepayment on the Mortgage Loan at any time during the Loan Term, or a voluntary full prepayment on the Mortgage Loan at any time during the Prepayment Lockout Period.

(2)If during the Prepayment Lockout Period Lender accelerates the unpaid principal balance of the Mortgage Loan or otherwise applies collateral held by Lender to the repayment of any portion of the unpaid principal balance of the Mortgage Loan, Borrower shall pay to Lender, in addition to the amounts set forth in Section 2.03(b) below, (A) the amount of interest which would have accrued thereon through the end of the month in which payment is tendered if such payment is not made on a Payment Date, and (ii) an amount equal to the greater of (A) one percent (1%) of the portion of the principal balance of the Mortgage Loan, and (B) the amount which, when added to the principal balance of the Indebtedness, will be sufficient to purchase Defeasance Collateral (as adjusted based on the portion of the Mortgage Loan being prepaid) (such amount, the “Prepayment Premium”).

(b)Voluntary Prepayment in Full.

At any time after the expiration of any Prepayment Lockout Period, Borrower may voluntarily prepay the Mortgage Loan in full on a Permitted Prepayment Date so long as:

(1)Borrower delivers to Lender a Prepayment Notice specifying the Intended Prepayment Date not more than ninety (90) days, but not less than thirty (30) days (if given via U.S. Postal Service) or twenty (20) days (if given via facsimile, e-mail, or overnight courier) prior to such Intended Prepayment Date; and

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(2)Borrower pays to Lender an amount equal to the sum of:

(A)the entire unpaid principal balance of the Mortgage Loan; plus

(B)all Accrued Interest (calculated through the last day of the month in which the prepayment occurs); plus

(C)all other Indebtedness.

In connection with any such voluntary prepayment, Borrower acknowledges and agrees that interest shall always be calculated and paid through the last day of the month in which the prepayment occurs (even if the Permitted Prepayment Date for such month is not the last day of such month, or if Lender approves prepayment on an Intended Prepayment Date that is not a Permitted Prepayment Date).  Borrower further acknowledges that Lender is not required to accept a voluntary prepayment of the Mortgage Loan on any day other than a Permitted Prepayment Date. However, if Lender does approve an Intended Prepayment Date that is not a Permitted Prepayment Date and accepts a prepayment on such Intended Prepayment Date, such prepayment shall be deemed to be received on the immediately following Permitted Prepayment Date.  If Borrower fails to prepay the Mortgage Loan on the Intended Prepayment Date for any reason (including on any Intended Prepayment Date that is approved by Lender) and such failure either continues for five (5) Business Days, or into the following month, Lender shall have the right to recalculate the payoff amount.  If Borrower prepays the Mortgage Loan either in the following month or more than five (5) Business Days after the Intended Prepayment Date that was approved by Lender, Lender shall also have the right to recalculate the payoff amount based upon the amount of such payment and the date such payment was received by Lender.  Borrower shall immediately pay to Lender any additional amounts required by any such recalculation.

(c)Acceleration of Mortgage Loan.

Upon acceleration of the Mortgage Loan, Borrower shall pay to Lender:

(1)the entire unpaid principal balance of the Mortgage Loan;

(2)all Accrued Interest (calculated through the last day of the month in which the acceleration occurs);

(3)the Prepayment Premium; and

(4)all other Indebtedness.

(d)Application of Collateral.

Any application by Lender of any collateral or other security to the repayment of all or any portion of the unpaid principal balance of the Mortgage Loan prior to the Stated Maturity Date in accordance with the Loan Documents shall be deemed to be a prepayment by Borrower.  Any such prepayment shall require the payment to Lender by Borrower of the Prepayment Premium calculated on the amount being prepaid in accordance with this Loan Agreement.

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(e)Casualty and Condemnation.

Notwithstanding any provision of this Loan Agreement to the contrary, no Prepayment Premium shall be payable with respect to any prepayment occurring as a result of the application of any insurance proceeds or amounts received in connection with a Condemnation Action in accordance with this Loan Agreement.  In addition, on the date on which Borrower tenders a Casualty/Condemnation Prepayment pursuant to Section 9.03(f) hereof, such tender shall include (a) all accrued and unpaid interest and the principal indebtedness being prepaid, including interest on the outstanding principal amount of the Loan being prepaid through the last day of the Interest Accrual Period within which such tender occurs, and (b) any other sums due hereunder relating to the Loan.  No Prepayment Premium shall be due in connection with any Casualty/Condemnation Prepayment.

(f)No Effect on Payment Obligations.

Unless otherwise expressly provided in this Loan Agreement, any prepayment required by any Loan Document of less than the entire unpaid principal balance of the Mortgage Loan shall not extend or postpone the due date of any subsequent Monthly Debt Service Payments, Monthly Replacement Reserve Deposit (if applicable), or other payment, or change the amount of any such payments or deposits.

(g)Loss Resulting from Prepayment.

In any circumstance in which a Prepayment Premium is due under this Loan Agreement, Borrower acknowledges that:

(1)any prepayment of the unpaid principal balance of the Mortgage Loan, whether voluntary or involuntary, or following the occurrence of an Event of Default by Borrower, will result in Lender’s incurring loss, including reinvestment loss, additional risk, expense, and frustration or impairment of Lender’s ability to meet its commitments to third parties;

(2)it is extremely difficult and impractical to ascertain the extent of such losses, risks, and damages;

(3)the formula for calculating the Prepayment Premium represents a reasonable estimate of the losses, risks, and damages Lender will incur as a result of a prepayment; and

(4)the provisions regarding the Prepayment Premium contained in this Loan Agreement are a material part of the consideration for the Mortgage Loan, and that the terms of the Mortgage Loan are in other respects more favorable to Borrower as a result of Borrower’s voluntary agreement to such prepayment provisions.

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(h)Defeasance.

(1)Notwithstanding any provisions of this Section 2.03 to the contrary, at any time following the Defeasance Lockout Release Date, Borrower may cause the release of the Mortgaged Property from the Lien of the Security Instrument and the other Loan Documents upon the satisfaction of the following conditions:

(A)no Event of Default shall have occurred and be continuing;

(B)not less than thirty (30) (but not more than ninety (90)) days prior written notice shall be given to Lender specifying a date on which the Defeasance Collateral is to be delivered (the “Release Date”); provided, however, that Borrower shall have the right to cancel or extend (by no more than thirty (30) days) such notice by providing Lender with notice of cancellation or extension not less than ten (10) days prior to the scheduled Release Date, provided that Borrower shall pay all of Lender’s reasonable costs and expenses incurred as a result of such cancellation or extension;

(C)all sums due under this Loan Agreement, the Note and under the other Loan Documents up to the Release Date, including, without limitation, all fees, costs and expenses incurred by Lender and its agents in connection with such release (including, without limitation, reasonable legal fees and expenses for the review and preparation of the Defeasance Security Agreement and of the other materials described in Section 2.03(h)(1)(D) below and any related documentation, and any servicing fees, Rating Agency fees or other costs related to such release), shall be paid in full on or prior to the Release Date;

(D)Borrower shall deliver to Lender on or prior to the Release Date:

(i)a pledge and security agreement, in form and substance which would be reasonably satisfactory to a prudent lender, creating a first priority security interest in favor of Lender in the Defeasance Collateral (the “Defeasance Security Agreement”);

(ii)direct non-callable obligations of the United States of America or, to the extent satisfying Rating Agency criteria, other obligations which are “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 that provide for payments on a Business Day prior and as close as possible to each successive Payment Date after the Release Date, with each such payment being equal to or greater than the amount of the corresponding Monthly Debt Service Payment required to be paid under this Loan Agreement and the Note and assuming that all amounts hereunder are due and paid in full on the Prepayment Premium Period End Date (the “Defeasance Collateral”), duly endorsed by the holder thereof as directed by Lender or accompanied by a written instrument of transfer in form and substance which would be satisfactory to a prudent lender (including, without limitation, such certificates, documents and instruments as may be required by the depository institution holding such securities or the issuer thereof, as the case may be, to effectuate book entry transfers and pledges through the book entry facilities of such institution) in order to perfect upon the delivery of the Defeasance Security Agreement the first priority security interest therein in favor of Lender in conformity with all applicable state and federal laws governing granting of such security interests;

(iii)a certificate of Borrower certifying that all of the requirements set forth in this Section 2.03(h) have been satisfied;

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(iv)one or more opinions of counsel for Borrower in form and substance and delivered by counsel which would be reasonably satisfactory to a prudent lender stating, among other things, that (1) Lender has a perfected first priority security interest in the Defeasance Collateral and that the Defeasance Security Agreement is enforceable against Borrower in accordance with its terms, and (2) the release of the Lien of the Security Instrument and the pledge of Defeasance Collateral will not directly or indirectly result in or cause any REMIC Trust that holds the Note to fail to maintain its status as a REMIC Trust;

(v)a certificate in form and scope which would be reasonably satisfactory to a prudent lender from an independent certified public accountant acceptable to Lender certifying that the Defeasance Collateral will generate amounts sufficient to make all payments of principal and interest due under this Loan Agreement and the Note (including the scheduled outstanding principal balance of the Mortgage Loan due on the Prepayment Premium Period End Date);

(vi)such other certificates, opinions, documents and instruments as a prudent lender would reasonably require; and

(vii) in the event the Mortgage Loan is held by a REMIC Trust and if required by Lender, Lender has obtained a Rating Agency Confirmation.

(2)Upon compliance with the requirements of Section 2.03(h)(1), the Mortgaged Property shall be released from the Lien of the Security Instrument and the other Loan Documents, and Lender shall thereafter promptly remit any remaining Reserve Funds to Borrower.  In such event, the Defeasance Collateral shall constitute collateral which shall secure the Note and all other obligations under the Loan Documents.  Lender shall, at Borrower’s expense, execute and deliver any agreements in form and substance reasonably satisfactory to Lender which are reasonably requested by Borrower to release the Lien of the Security Instrument and the other Loan Documents from the Mortgaged Property.

(3)As a condition to the release of the Mortgaged Property in accordance with Section 2.03(h)(1), Borrower shall assign all its obligations and rights under this Loan Agreement and the Note, together with the pledged Defeasance Collateral, to a successor Single Purpose Entity designated by Borrower and approved by Lender in its reasonable discretion (“Successor Borrower”). Successor Borrower shall execute an assignment and assumption agreement in form and substance which would be reasonably satisfactory to a prudent lender pursuant to which it shall assume Borrower’s obligations under this Loan Agreement, the Note and the Defeasance Security Agreement. As conditions to such assignment and assumption, Borrower shall (A) deliver to Lender one or more opinions of counsel in form and substance and delivered by counsel which would be reasonably satisfactory to a prudent lender stating, among other things, that such assignment and assumption agreement is enforceable against Borrower and the Successor Borrower in accordance with its terms and that this Loan Agreement, the Note, the Defeasance Security Agreement and the other Loan Documents, as so assigned and assumed, are enforceable against the Successor Borrower in accordance with their respective terms, and opining to such other matters relating to Successor Borrower and its organizational structure as Lender may require, including, if required by Lender, a New Non-Consolidation Opinion from counsel to the Successor Borrower, and (B) pay all fees, costs and expenses incurred by Lender or its agents and Successor Borrower in connection with such assignment and assumption (including, without limitation, reasonable legal fees and expenses and for the review of the proposed transferee and the preparation of the assignment and assumption agreement and related certificates, documents and instruments and any fees payable to any Rating Agencies and their counsel in connection with the issuance of the confirmation referred to

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above, and excluding any Transfer Fees which may otherwise be due pursuant to the other Loan Documents). Upon such assignment and assumption, Borrower shall be relieved of its obligations under this Loan Agreement and the Note, the other Loan Documents and the Defeasance Security Agreement first arising from and after the Release Date, except as expressly set forth in the assignment and assumption agreement.

ARTICLE 3 - PERSONAL LIABILITY

Section 3.01Non-Recourse Mortgage Loan; Exceptions.

Subject to the qualifications below, Lender shall not enforce the liability and obligation of Borrower to perform and observe the obligations contained in the Loan Documents by any action or proceeding wherein a money judgment shall be sought against Borrower, except that Lender may bring a foreclosure action, an action for specific performance or any other appropriate action or proceeding to enable Lender to enforce and realize upon its interest under the Loan Documents, or in the Mortgaged Property, the Rents or any other collateral given to Lender pursuant to the Loan Documents; provided, however, that, except as specifically provided herein, any judgment in any such action or proceeding shall be enforceable against Borrower only to the extent of Borrower’s interest in the Mortgaged Property, in the Rents and in any other collateral given to Lender, and Lender, by accepting the Loan Documents, agrees that it shall not sue for, seek or demand any deficiency judgment against Borrower in any such action or proceeding under or by reason of or under or in connection with any Loan Document. The provisions of this Section 3.01 shall not, however, (i) constitute a waiver, release or impairment of any obligation evidenced or secured by any Loan Document; (ii) impair the right of Lender to name Borrower as a party defendant in any action or suit for foreclosure and sale under the Mortgage; (iii) affect the validity or enforceability of any guaranty made in connection with the Loan or any of the rights and remedies of Lender thereunder; (iv) impair the right of Lender to obtain the appointment of a receiver; (v) impair the enforcement of the Assignment of Leases and Rents; (vi) constitute a prohibition against Lender to seek a deficiency judgment against Borrower if necessary and for the sole purpose to permit Lender to fully realize the security granted by the Mortgage or to commence any other appropriate action or proceeding in order for Lender to exercise its remedies against the Mortgaged Property; or (vii) constitute a waiver of the right of Lender to enforce the liability and obligation of Borrower, by money judgment or otherwise, to the extent of any loss, damage, cost, expense, liability, claim or other obligation incurred by Lender (including attorneys’ fees and expenses reasonably incurred but expressly excluding any and all punitive (unless actually paid by Lender), special, and/or consequential damages) arising out of or in connection with the provisions of Section 3.02 below.  This limitation on Borrower’s liability shall not limit or impair Lender’s enforcement of its rights against Guarantor under any guaranty or indemnity agreement executed by Guarantor in connection with the Loan.

Section 3.02Personal Liability of Borrower (Exceptions to Non-Recourse Provision).

(a)Personal Liability Based on Lender’s Loss.

Borrower shall be personally liable to Lender for the repayment of the portion of the Indebtedness equal to any loss or damage suffered by Lender as a result of, subject to any notice and cure period, if any:

(1)misapplication, misappropriation, conversion by Borrower of or failure to pay as directed by Lender upon demand after an Event of Default (to the extent actually received by Borrower):

(A)all Rents and Master Lease Rents to which Lender is entitled under the Loan Documents; and

(B)the amount of all security deposits then held or thereafter collected by Borrower from tenants and not properly applied pursuant to the Master Lease or applicable Leases;

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(2)misapplication, misappropriation, conversion by Master Tenant in violation of the terms of the Master Lease (to the extent actually received by Master Tenant) of:

(A)all Rents; and

(B)the amount of all security deposits then held or thereafter collected by Borrower from tenants and not properly applied pursuant to the applicable Leases;

(3)failure of Borrower or Master Tenant to maintain all insurance policies required by the Loan Documents, except to the extent Lender has the obligation to pay the premiums pursuant to Section 12.03(c) or to the extent the same results from Insufficient Funds;

(4)the misapplication, misappropriation or conversion of insurance proceeds or of any amounts received by Borrower or Master Tenant in connection with a Condemnation Action during the continuance of an Event of Default or the failure to apply all insurance proceeds received by Borrower or Master Tenant or any amounts received by Borrower or Master Tenant in connection with a Condemnation Action, as required by the Loan Documents and/or the Master Lease;

(5)fraud or intentional misrepresentation by or on behalf of Borrower, Master Tenant, Signatory Trustee, Guarantor, Key Principal, in connection with the Mortgaged Property or the Loan.

(6)except to the extent directed otherwise by Lender pursuant to Section 3.02(a)(1), failure to apply Master Lease Rents and/or Rents after an Event of Default to the ordinary and necessary expenses of owning and operating the Mortgaged Property and Debt Service Amounts, as and when each is due and payable, except that Borrower will not be personally liable with respect to any Master Lease Rents that are distributed by Borrower in any calendar year if Borrower has paid all ordinary and necessary expenses of owning and operating the Mortgaged Property and Debt Service Amounts for such calendar year;

(7)failure to pay Taxes, charges for labor or materials or other charges that can create liens on the Mortgaged Property beyond any applicable notice and cure periods specified herein, subject to any right to contest same, except that Borrower shall have no liability hereunder to the extent the failure results from Insufficient Funds;

(8)material physical waste or abandonment of the Mortgaged Property by Borrower or Master Tenant;

(9)gross negligence or willful misconduct by Borrower, Master Tenant, Signatory Trustee, Guarantor, or Key Principal;

(10)any violation of Section 6.02(e)(2), 6.02(f) or Section 8.02(e);

(11)breach of any representation of Borrower with respect to itself, Master Tenant or any SPE Component Entity set forth in Section 4.01(h);

(12)breach of any representation, warranty or covenant set forth in Section 4.02(j) hereof;

(13)any miscertification or material breach of warranty by Borrower, Master Tenant, Signatory Trustee, Guarantor or any Key Principal or any other Person with respect to any representation, warranty, covenant or certification contained in any Loan Document;

(14)the Security Instrument is deemed to be a fraudulent conveyance by a court of competent jurisdiction;

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(15)failure by Borrower to comply with the special purpose asset entity requirements of Section 4.02(d) of this Loan Agreement;

(16)the misapplication, misappropriation or conversion by or on behalf of Borrower, Master Tenant, Signatory Trustee, Guarantor, or Key Principal of monies held in or paid out from any account (including any reserve or escrow) maintained under the Loan Documents;

(17)any amendment, modification or termination of the Master Lease (x) by Borrower in violation of the terms of this Agreement or (y) by Master Tenant in violation of the Master Lease Documents, provided, Borrower shall have no liability if the Master Lease is terminated in connection with a Drop-Down Distribution or Conversion Event permitted hereunder;

(18)any claims of the beneficial interest owners in Borrower regarding the determination that the beneficial interests in Borrower are not eligible replacement property for a tax-deferred exchange of property under Section 1031 of the Code (other than a claim based solely on a change in the Code following the sale of beneficial interests in Borrower);

(19)any claims of the beneficial interest owners in Borrower regarding the determination that the beneficial interests in Borrower are not eligible replacement property for a tax-deferred exchange of property under Section 1031 of the Code (other than a claim based solely on a change in the Code following the sale of beneficial interests in Borrower) as a result of any Drop-Down Distribution or Conversion Event; or

(20)if Guarantor, Borrower, or  Master Tenant, in connection with any enforcement action or exercise or assertion of any right or remedy by or on behalf of Lender under or in connection with the Note, the Mortgage or any other Loan Document, (i) seeks a defense, judicial intervention or injunctive or other equitable relief of any kind or asserts in a pleading filed in connection with a judicial proceeding any defense against Lender or any right in connection with any security for the Loan (other than in connection with the, and (ii) the court in any such action or proceeding determines that Borrower’s, Master Tenant’s, Guarantor’s defense or request for judicial intervention was made in bad faith.

(b)Full Personal Liability for Mortgage Loan.

Borrower shall be personally liable to Lender for the repayment of all of the Indebtedness, and the Mortgage Loan shall be fully recourse to Borrower, upon the occurrence of any of the following:

(1)failure by Borrower to comply with the special purpose asset entity requirements of Section 4.02(d) of this Loan Agreement if such failure is cited as a factor in connection with a substantive consolidation of the assets and liabilities of Borrower or Master Tenant, as applicable, with those of any other Person;

(2)a Transfer (other than a conveyance of the Mortgaged Property at a Foreclosure Event pursuant to the Security Instrument and this Loan Agreement) that is not permitted under this Loan Agreement or any other Loan Document;

(3) the occurrence of any Bankruptcy Event (other than the specific acknowledgement in writing to Lender (and no other Person) in connection with a workout of the Mortgage Loan as described in clause (b) of the definition of “Bankruptcy Event”); provided, however, in the event of an involuntary Bankruptcy Event, Borrower shall only be personally liable if Borrower, Master Tenant, Guarantor, Key Principal, or any officer, director, partner, manager, member, shareholder, or trustee of Borrower, Master Tenant, Guarantor, or Key Principal (i) colluded with or solicited other creditors to cause the involuntary Bankruptcy Event or (ii) consented to, encouraged, or actively participated in the involuntary Bankruptcy

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Event, provided, however, that (A) Borrower’s or Master Tenant’s failure to deny a truthful factual allegation that it is insolvent or failing to pay its debts in the ordinary course shall not constitute “active participation” for purposes of this subsection (ii), (B) Borrower’s or Master Tenant’s failure to deny a truthful factual allegation that it is insolvent or failing to pay its debts in the ordinary course shall not give rise to liability hereunder, and (C) in no event shall Borrower, Master Tenant, Guarantor, or Key Principal have liability hereunder resulting from Borrower or Master Tenant admitting or making any truthful statement that it has been advised by counsel is required to be admitted or made under applicable laws, regulations or court orders;

(4)a Division that is not permitted under this Loan Agreement or any other Loan Document; or

(5)Borrower incurs any indebtedness other than as set forth in Section 4.02(d)(1)(E) without the prior written consent of Lender or except as expressly permitted in this Loan Agreement.

Section 3.03Personal Liability for Debt Service Reserve Replenishment Payments.

Borrower shall be personally and fully liable to Lender for any Debt Service Reserve Replenishment Payments due under Section 13.02 of this Loan Agreement.

Section 3.04Personal Liability for Indemnity Obligations.

Borrower shall be personally and fully liable to Lender for Borrower’s indemnity obligations under Section 13.01(e) of this Loan Agreement, the Environmental Indemnity Agreement, and any other express indemnity obligations provided by Borrower under any Loan Document.  Borrower’s liability for such indemnity obligations shall not be limited by the amount of the Indebtedness, the repayment of the Indebtedness, or otherwise, provided that Borrower’s liability for such indemnities shall not include any loss caused by the gross negligence or willful misconduct of Lender as determined by a court of competent jurisdiction pursuant to a final non-appealable court order.

Section 3.05Lender’s Right to Forego Rights Against Mortgaged Property.

To the extent that Borrower has personal liability under this Loan Agreement or any other Loan Document, Lender may exercise its rights against Borrower personally to the fullest extent permitted by applicable law without regard to whether Lender has exercised any rights against the Mortgaged Property, the UCC Collateral, or any other security, or pursued any rights against Guarantor, or pursued any other rights available to Lender under this Loan Agreement, any other Loan Document, or applicable law.  For purposes of this Section 3.05 only, the term “Mortgaged Property” shall not include any funds that have been applied by Borrower as required or permitted by this Loan Agreement prior to the occurrence of an Event of Default, or that Borrower was unable to apply as required or permitted by this Loan Agreement because of a Bankruptcy Event. To the fullest extent permitted by applicable law, in any action to enforce Borrower’s personal liability under this Article 3, Borrower waives any right to set off the value of the Mortgaged Property (but not proceeds from a foreclosure sale received by Lender) against such personal liability.

Notwithstanding anything in this Article 3 to the contrary herein, if the act or omission giving rise to recourse under this Article 3 is solely attributable to, or arises solely from, Master Tenant, then such recourse hereunder shall be solely to Guarantor pursuant to Section 3(b) of the Guaranty and Borrower shall have no liability therefor.

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ARTICLE 4 - BORROWER STATUS

Section 4.01Representations and Warranties.

The representations and warranties made by Borrower to Lender in this Section 4.01 are made as of the Effective Date and are true and correct except as disclosed on the Exceptions to Representations and Warranties Schedule.

(a)Due Organization and Qualification; Organizational Agreements.

(1)Borrower is validly existing and qualified to transact business, and in good standing in:

(A)the state in which it is formed or organized;

(B)the Property Jurisdiction; and

(C)each other jurisdiction that qualification or good standing is required according to applicable law to conduct its business with respect to the Mortgaged Property and where the failure to be so qualified or in good standing would adversely affect Borrower’s operation of the Mortgaged Property or the validity, enforceability or the ability of Borrower to perform its obligations under this Loan Agreement or any other Loan Document.

(2)Borrower’s organizational documents prohibit a Division of Borrower.

(3)True, correct and complete organizational documents of Borrower, Guarantor and Key Principal have been delivered to Lender prior to the Effective Date. The Ownership Interests Schedule attached hereto as Schedule 6 to this Loan Agreement sets forth:

(A)the direct owners of Borrower and their respective interests;

(B)the indirect owners (and any non-member managers) of Borrower that Control Borrower (excluding any Publicly-Held Corporations or Publicly-Held Trusts) and their respective interests; and

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(C) the indirect owners of Borrower that hold twenty percent (20%) or more of the ownership interests in Borrower (or, if such indirect owner is a foreign Person, hold ten percent (10%) or more of the ownership interests in Borrower) and their respective interests.

(4)Signatory Trustee has been duly organized and is validly existing and in good standing with requisite power and authority to serve as trustee of Borrower, and to transact the business in which it is now engaged, and possesses all rights, licenses, permits and authorizations, governmental or otherwise, necessary to entitle it to transact the businesses in which it is now engaged.

(5)Master Tenant has been duly organized and is validly existing and in good standing with requisite power and authority to transact the business in which it is now engaged, and possesses all rights, licenses, permits and authorizations, governmental or otherwise, necessary to entitle it to transact the business in which it is now engaged.  Master Tenant has full power, authority and legal right to keep and observe all of the terms of this Agreement and the other Loan Documents to which it is a party on Master Tenant’s part to be performed.

(b)Location.

Borrower’s General Business Address is Borrower’s principal place of business and principal office.

(c)Power and Authority.

Borrower has the requisite power and authority:

(1) to own the Mortgaged Property and to carry on its business as now conducted and as contemplated to be conducted in connection with the performance of its obligations under this Loan Agreement and under the other Loan Documents to which it is a party; and

(2) to execute and deliver this Loan Agreement and the other Loan Documents to which it is a party, and to carry out the transactions contemplated by this Loan Agreement and the other Loan Documents to which it is a party.

(d)Due Authorization.

The execution, delivery, and performance of this Loan Agreement and the other Loan Documents to which it is a party have been duly authorized by all necessary action and proceedings by or on behalf of Borrower, and no further approvals or filings of any kind, including any approval of or filing with any Governmental Authority, are required by or on behalf of Borrower as a condition to the valid execution, delivery, and performance by Borrower of this Loan Agreement or any of the other Loan Documents to which it is a party, except filings required to perfect and maintain the liens to be granted under the Loan Documents and routine filings to maintain good standing and its existence.

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(e)Valid and Binding Obligations.

Borrower has taken all necessary action to authorize the execution, delivery and performance of this Loan Agreement and the other Loan Documents to which it is a party.  This Loan Agreement and the other Loan Documents to which it is a party have been duly executed and delivered by Borrower and constitute the legal, valid, and binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms, except as such enforceability may be limited by applicable Insolvency Laws or general principles of equity.

(f)Effect of Mortgage Loan on Borrower’s Financial Condition.

The Mortgage Loan will not render Borrower Insolvent.  Borrower has sufficient working capital, including proceeds from the Mortgage Loan, cash flow from the Mortgaged Property, or other sources, not only to adequately maintain the Mortgaged Property, but also to pay all of Borrower’s outstanding debts as they come due, including all Debt Service Amounts, exclusive of Borrower’s ability to refinance or pay in full the Mortgage Loan on the Maturity Date.  In connection with the execution and delivery of this Loan Agreement and the other Loan Documents (and the delivery to, or for the benefit of, Lender of any collateral contemplated thereunder), and the incurrence by Borrower of the obligations under this Loan Agreement and the other Loan Documents, Borrower did not receive less than reasonably equivalent value in exchange for the incurrence of the obligations of Borrower under this Loan Agreement and the other Loan Documents.

(g)Economic Sanctions, Anti-Money Laundering, and Anti-Corruption.

(1)None of Borrower, Guarantor, or Key Principal, or to Borrower’s knowledge, any Person Controlling Borrower, Guarantor, or Key Principal, or any Person Controlled by Borrower, Guarantor, or Key Principal that also has a direct or indirect ownership interest in Borrower, Guarantor, or Key Principal, is in violation of any applicable civil or criminal laws or regulations, including those requiring internal controls, intended to prohibit, prevent, or regulate money laundering, drug trafficking, terrorism, or corruption, of the United States and the jurisdiction where the Mortgaged Property is located or where the Person resides, is domiciled, or has its principal place of business.

(2)None of Borrower, Guarantor, or Key Principal, or to Borrower’s knowledge, any Person Controlling Borrower, Guarantor, or Key Principal, or any Person Controlled by Borrower, Guarantor, or Key Principal that also has a direct or indirect ownership interest in Borrower, Guarantor, or Key Principal, is a Person:

(A)against whom proceedings are pending for any alleged violation of any laws described in Section 4.01(g)(1);

(B)that has been convicted of any violation of, has been subject to civil penalties or Economic Sanctions pursuant to, or had any of its property seized or forfeited under, any laws described in Section 4.01(g)(1);

(C)with whom any United States Person, any entity organized under the laws of the United States or its constituent states or territories, or any entity, regardless of where organized, having its principal place of business within the United States or any of its territories, is prohibited from transacting business of the type contemplated by this Loan Agreement and the other Loan Documents under any other Legal Requirements; or

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(D) that is deemed a Sanctioned Person.

(3)To the Borrower’s knowledge, Borrower, Guarantor, and Key Principal are in compliance with all applicable Economic Sanctions laws and regulations.

(h)Borrower Special Purpose Status.

Borrower has not since the date of its formation:

(1)owned or leased any real property, personal property, or assets other than the Mortgaged Property;

(2)owned, operated, or participated in any business other than the leasing, ownership, management, operation, and maintenance of the Mortgaged Property;

(3)had any material financial obligation under or secured by any indenture, mortgage, deed of trust, deed to secure debt, loan agreement, or other agreement or instrument to which Borrower is a party, or by which Borrower is otherwise bound, or to which the Mortgaged Property is subject or by which it is otherwise encumbered, other than:

(A)unsecured trade payables incurred in the ordinary course of the operation of the Mortgaged Property (exclusive of amounts for rehabilitation, restoration, repairs, or replacements of the Mortgaged Property) that (i) are not evidenced by a promissory note, (ii) are payable within sixty (60) days of the date incurred, and (iii) as of the Effective Date, do not exceed, in the aggregate, three percent (3%) of the original principal balance of the Mortgage Loan;

(B) if the Security Instrument grants a lien on a leasehold estate, Borrower’s obligations as lessee under the ground lease creating such leasehold estate; and

(C) obligations under the Loan Documents and obligations secured by the Mortgaged Property to the extent permitted by the Loan Documents;

(4)failed to maintain its financial statements, accounting records, and other partnership, real estate investment trust, limited liability company, or corporate documents, books and records, as the case may be, separate from those of any other Person (unless (A) Borrower’s assets have been included in a consolidated financial statement of a Borrower Affiliate prepared in accordance with an Approved Accounting Method, and (B) appropriate notation having been made on such consolidated financial statement to indicate the separate identity of Borrower and that Borrower’s assets and credit have not and are not available to satisfy the debts and other obligations of the applicable Borrower Affiliate or any other Person, provided that Borrower’s assets, liabilities and net worth were listed on Borrower’s own separate balance sheet);

(5)except as expressly permitted hereunder, commingled its assets or funds with those of any other Person;

(6)failed to be adequately capitalized in light of its contemplated business operations;

(7)assumed, guaranteed, or pledged its assets to secure the liabilities or obligations of any other Person (except in connection with the Mortgage Loan or other mortgage loans that have been paid in full or collaterally assigned to Lender), or held out its credit as being available to satisfy the obligations of any other Person;

(8)made loans or advances to any other Person;

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(9)entered into, or been a party to, any transaction with any Borrower Affiliate, except (i) in the ordinary course of business and on terms which are no more favorable to any such Borrower Affiliate than would be obtained in a comparable arm’s length transaction with an unrelated third party, (ii) in connection with this Agreement, and (iii) capital contributions and distributions permitted under the terms of this Agreement;

(10)sought or planned to Divide at any time;

(11)owned any subsidiary, or made any investment in, any Person;

(12)maintained its assets in such a manner that it is costly or difficult to segregate, ascertain or identify its individual assets from those of any other Person;

(13)failed to (A) file its own tax returns separate from those of any other Person, except to the extent that at the time of such filing Borrower was treated as a “disregarded entity” for tax purposes and was not required to file tax returns under applicable Legal Requirements, or (B) pay any taxes required to be paid under applicable Legal Requirements;

(14)failed to (A) hold itself out to the public as a legal entity separate and distinct from any other Person, (B) conduct its business solely in its own name or (C) correct any known misunderstanding regarding its separate identity;

(15)failed to fairly and reasonably allocate shared expenses (including, without limitation, shared office space and services performed by an employee of an Affiliate) among the Persons sharing such expenses;

(16)failed to remain solvent or failed to pay its own liabilities (including, without limitation, salaries of its own employees) only from its own funds;

(17)acquired obligations or securities of its partners, members, shareholders or other affiliates, as applicable;

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(18)failed to maintain a sufficient number of employees in light of its contemplated business operations;

(19)failed to maintain and use separate stationery, invoices and checks bearing its own name; or

(20)identified itself as a department or division of any other Person.

(i)No Bankruptcies or Judgments.

None of Borrower, Guarantor, or Key Principal, or to Borrower’s knowledge, any Person Controlling Borrower, Guarantor, or Key Principal, or any Person Controlled by Borrower, Guarantor, or Key Principal that also has a direct or indirect ownership interest in Borrower, Guarantor, or Key Principal, is currently:

(1)the subject of or a party to any completed or pending bankruptcy, reorganization, including any receivership or other insolvency proceeding;

(2)preparing or intending to be the subject of a Bankruptcy Event;

(3)the subject of any judgment unsatisfied of record or docketed in any court; or

(4)Insolvent.

(j)No Actions or Litigation.

(1)There are no claims, actions, suits, or proceedings at law or in equity by or before any Governmental Authority now pending against or, to Borrower’s knowledge, threatened, in writing, against or affecting Borrower or the Mortgaged Property not otherwise covered by insurance (except claims, actions, suits, or proceedings regarding fair housing, anti-discrimination, or equal opportunity, which shall always be disclosed); and

(2)there are no claims, actions, suits, or proceedings at law or in equity by or before any Governmental Authority now pending or, to Borrower’s knowledge, threatened, in writing, against or affecting Guarantor or Key Principal, which claims, actions, suits, or proceedings, if adversely determined (individually or in the aggregate) reasonably would be expected to materially adversely affect title to the Mortgaged Property, the use, operation or value of the Mortgaged Property, the principal benefit of the security granted to Lender pursuant to the Loan Documents, the validity or enforceability of the Security Instrument, the financial condition or business of Borrower, Guarantor, or Key Principal, the current ability of the Mortgaged Property to generate sufficient cash flow to service the Mortgage Loan, Guarantor’s ability to perform its obligations under the Guaranty or the Environmental Indemnity, Borrower’s ability to perform its obligations under this Loan Agreement or the other Loan Documents or Borrower’s ability pay its obligations when due or the condition, operation, or ownership of the Mortgaged Property (except claims, actions, suits, or proceedings regarding fair housing, anti-discrimination, or equal opportunity, which shall always be deemed material).

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(k)Payment of Taxes, Assessments, and Other Charges.

Borrower confirms that:

(1)it has filed (or obtained effective extensions for filing) all federal, state, county, and municipal tax returns and reports required to have been filed by Borrower;

(2)it has paid, before any fine, penalty interest, lien, or costs may be added thereto, all taxes, governmental charges, and assessments due and payable with respect to such returns and reports;

(3)there is no controversy or objection pending, or to the knowledge of Borrower, threatened in respect of any tax returns of Borrower; and

(4)it has made adequate reserves on its books and records for all taxes that have accrued but which are not yet due and payable.

(l)Not a Foreign Person.

None of Borrower, Signatory Trustee or Master Tenant is a “foreign person” within the meaning of Section 1445(f)(3) of the Internal Revenue Code.

(m)ERISA.

Borrower represents and warrants that:

(1)Borrower is not an Employee Benefit Plan;

(2)no asset of Borrower constitutes “plan assets” (within the meaning of Section 3(42) of ERISA and Department of Labor Regulation Section 2510.3-101) of an Employee Benefit Plan;

(3)no asset of Borrower is subject to any laws of any Governmental Authority governing the assets of an Employee Benefit Plan; and

(4)neither Borrower nor any ERISA Affiliate is subject to any obligation or liability with respect to any ERISA Plan.

(n)Default Under Other Obligations.

(1)The execution, delivery, and performance of the obligations imposed on Borrower under this Loan Agreement and the Loan Documents to which it is a party 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.

(2)None of Borrower, Guarantor, or Key Principal is in default under any obligation to Lender.

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(o)Sanctioned Person.

None of Borrower, Guarantor, or Key Principal is a Sanctioned Person.  To Borrower’s knowledge, none of the following is a Sanctioned Person:

(1)Any Person Controlling Borrower, Guarantor, or Key Principal; or

(2)Any Person Controlled by and having a direct or indirect ownership interest in Borrower, Guarantor, or Key Principal.

(p)No Contravention.

Neither the execution and delivery of this Loan Agreement and the other Loan Documents to which Borrower is a party, nor the fulfillment of or compliance with the terms and conditions of this Loan Agreement and the other Loan Documents to which Borrower is a party, nor the performance of the obligations of Borrower under this Loan Agreement and the other Loan Documents does or will conflict with or result in any breach or violation of, or constitute a default under, any of the terms, conditions, or provisions of Borrower’s organizational documents, or any indenture, existing agreement, or other instrument to which Borrower is a party or to which Borrower, the Mortgaged Property, or other assets of Borrower are subject.

(q)Lockbox Arrangement.

Except as required pursuant to Section 4.02(j) of this Loan Agreement, Borrower is not party to any type of lockbox agreement or similar cash management arrangement that has not been approved by Lender in writing, and no direct or indirect owner of Borrower is party to any type of lockbox agreement or similar cash management arrangement with respect to Master Lease Rents, Rents (which are payable to Borrower only following a termination of the Master Lease) or other income from the Mortgaged Property that has not been approved by Lender in writing.

(r)Securities Laws Compliance.

No laws, rules or regulations relating to securities have at any time been violated by Borrower, or, to the best of Borrower’s knowledge after due inquiry, any agent, broker or employee of either of them, in connection with the solicitation or sale of beneficial interests in Borrower.

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(s)Qualified Delaware Statutory Trust.  Borrower has been, is and shall be (except to the extent expressly permitted hereunder) a Qualified Delaware Statutory Trust.

(t)Master Lease.  As of the Closing Date, the Master Lease is in full force and effect, is valid and enforceable against Borrower and Master Tenant, and is fully subordinate to the lien and terms of the Loan and Security Instrument.

Section 4.02Covenants.

(a)Maintenance of Existence; Organizational Documents.

Borrower shall maintain its existence, its entity status, franchises, rights, and privileges under the laws of the state of its formation or organization (as applicable).  Borrower shall continue to be duly qualified and in good standing to transact business in each jurisdiction in which qualification or standing is required according to applicable law to conduct its business with respect to the Mortgaged Property and where the failure to do so would adversely affect Borrower’s operation of the Mortgaged Property or the validity, enforceability, or the ability of Borrower to perform its obligations under this Loan Agreement or any other Loan Document. Neither Borrower nor any partner, member, manager, officer, or director of Borrower shall:

(1)make or allow any material change to the organizational documents or organizational structure of Borrower, including changes relating to the Control of Borrower, or

(2)file any action, complaint, petition, or other claim to:

(A)divide, partition, or otherwise compel the sale of the Mortgaged Property, or

(B)otherwise change the Control of Borrower.

Notwithstanding the foregoing, Lender’s consent shall not be required in connection with an amendment of Section 11 of the Trust Agreement (and any other applicable provisions therein) regarding the right of investors to exchange beneficial interests in Borrower for Units in the Operating Partnership (as such terms are defined in the Trust Agreement) (the “Exchange Changes”).

(b)Economic Sanctions, Anti-Money Laundering, and Anti-Corruption.

(1)Borrower, Guarantor, Key Principal, and any Person Controlling Borrower, Guarantor, or Key Principal, or any Person Controlled by Borrower, Guarantor, or Key Principal that also has a direct or indirect ownership interest in Borrower, Guarantor, or Key Principal shall remain in compliance with any applicable civil or criminal laws or regulations (including those requiring internal controls) intended to prohibit, prevent, or regulate money laundering, drug trafficking, terrorism, or corruption, of the United States and the jurisdiction where the Mortgaged Property is located or where the Person resides, is domiciled, or has its principal place of business.

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(2)At no time shall Borrower, Guarantor, or Key Principal, or any Person Controlling Borrower, Guarantor, or Key Principal, or any Person Controlled by Borrower, Guarantor, or Key Principal that also has a direct or indirect ownership interest in Borrower, Guarantor, or Key Principal, be a Person:

(A)against whom proceedings are pending for any alleged violation of any laws described in Section 4.02(b)(1);

(B)that has been convicted of any violation of, has been subject to civil penalties or Economic Sanctions pursuant to, or had any of its property seized or forfeited under, any laws described in Section 4.02(b)(1);

(C)with whom any United States Person, any entity organized under the laws of the United States or its constituent states or territories, or any entity, regardless of where organized, having its principal place of business within the United States or any of its territories, is prohibited from transacting business of the type contemplated by this Loan Agreement and the other Loan Documents under any other Legal Requirements; or

(D)that is deemed a Sanctioned Person.

(3)Borrower, Guarantor, and Key Principal shall at all times remain in compliance with any applicable Economic Sanctions laws and regulations.

(c)Payment of Taxes, Assessments, and Other Charges.

Borrower shall (and shall require that Master Tenant) file all federal, state, county, and municipal tax returns and reports required to be filed by Borrower (or Master Tenant, as applicable) and shall pay, before any fine, penalty interest, or cost may be added thereto, all taxes payable with respect to such returns and reports.

(d)Borrower Special Purpose Status.

(1)Until the Indebtedness is fully paid, Borrower:

(A)shall not acquire or lease any real property, personal property, or assets other than the Mortgaged Property;

(B)shall not acquire, own, operate, or participate in any business other than the leasing, ownership, management, operation, and maintenance of the Mortgaged Property;

(C)shall not commingle its assets or funds with those of any other Person;

(D)shall maintain its financial statements, accounting records, and other partnership, real estate investment trust, limited liability company, or corporate books, records and documents, as the case may be, separate from those of any other Person (unless (i) Borrower’s assets have been included in a consolidated financial statement of a Borrower Affiliate prepared in accordance with an Approved Accounting Method, (ii) appropriate notation shall be made on such consolidated financial statement to indicate the separate identity of Borrower and that Borrower’s assets and credit are not available to satisfy the debts and other obligations of the applicable Borrower Affiliate or any other Person, and (iii) Borrower’s assets, liabilities and net worth shall also be listed on Borrower’s own separate balance sheet);

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(E)shall have no material financial obligation under any indenture, mortgage, deed of trust, deed to secure debt, loan agreement, other agreement or instrument to which Borrower is a party or by which Borrower is otherwise bound, or to which the Mortgaged Property is subject or by which it is otherwise encumbered, other than:

(i)unsecured trade payables incurred in the ordinary course of the operation of the Mortgaged Property (exclusive of amounts (1) to be paid out of the Replacement Reserve Account or Repairs Escrow Account(2) to be paid out of the Replacement Reserve Account or Repairs Escrow Account or Debt Service Reserve, or (3) for rehabilitation, restoration, repairs, or replacements of the Mortgaged Property or otherwise approved by Lender) so long as such trade payables (4) are not evidenced by a promissory note, (5) are payable within sixty (60) days of the date incurred, and (6) as of any date, do not exceed, in the aggregate, three percent (3%) of the original principal balance of the Mortgage Loan;

(ii)if the Security Instrument grants a lien on a leasehold estate, Borrower’s obligations as lessee under the ground lease creating such leasehold estate; and

(iii)obligations under the Loan Documents and obligations secured by the Mortgaged Property to the extent permitted by the Loan Documents;

(F)shall not assume, guaranty, or pledge its assets to secure the liabilities or obligations of any other Person (except in connection with the Mortgage Loan or other mortgage loans that have been paid in full or collaterally assigned to Lender) or hold out its credit as being available to satisfy the obligations of any other Person;

(G)shall not make loans or advances to any other Person;

shall not enter into, or become a party to, any transaction with any Borrower Affiliate, except (i) in the ordinary course of business and on terms which are no more favorable to any such Borrower Affiliate than would be obtained in a comparable arm’s-length transaction with an unrelated third party, (ii) in connection with this Agreement, and (iii) capital contributions and distributions permitted under the terms of this Agreement;

(H)shall not Divide;

(I)shall not merge into or consolidate with any Person, or dissolve, terminate, liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure;

(J)shall not (A) fail to observe all organizational formalities necessary to maintain its separate existence, or fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the applicable Legal Requirements of the jurisdiction of its organization or formation, or (B) amend, modify, terminate or fail to comply with the Single Purpose Entity provisions of its organizational documents, in each case without the prior written consent of Lender;

(K)shall not own any subsidiary, or make any investment in, any Person;

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

(M)shall not fail to (i) file its own tax returns separate from those of any other Person, except to the extent that Borrower is treated as a “disregarded entity” for tax purposes and is not

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required to file separate tax returns under applicable Legal Requirements, and (ii) pay any taxes required to be paid under applicable Legal Requirements;

(N)shall not fail to (i) hold itself out to the public as a legal entity separate and distinct from any other Person, (ii) conduct its business solely in its own name or (iii) correct any known misunderstanding regarding its separate identity;

(O)shall not, without the unanimous written consent of all of its partners or members, as applicable, and the written consent of all directors or managers of Borrower and each SPE Component Entity, as applicable, including, without limitation, each Independent Director, take any Material Action or action that might cause such entity to become insolvent;

(P)shall not fail to fairly and reasonably allocate shared expenses (including, without limitation, shared office space and services performed by an employee of a Borrower Affiliate) among the Persons sharing such expenses;

(Q)shall not fail to intend to remain solvent or fail to pay its own liabilities (including, without limitation, salaries of its own employees), to the extent of its then available cash flow; provided, however, that the foregoing shall not require Borrower’s members, partners or shareholders to make additional capital contributions to Borrower;

(R)shall not acquire obligations or securities of its partners, members, shareholders or other affiliates, as applicable;

(S)shall not violate or cause to be violated the assumptions made with respect to Borrower and its principals in the Non-Consolidation Opinion or any New Non-Consolidation Opinion;

(T)shall not fail to maintain a sufficient number of employees in light of its contemplated business operations to the extent there exists sufficient cash flow from the Mortgaged Property to do so after payment of all Operating Expenses and Debt Service and without any obligation for any members, partners or shareholders to make additional capital contributions to Borrower;

(U)shall not fail to maintain and use separate stationery, invoices and checks bearing its own name;

(V)shall not have any of its obligations guaranteed by a Borrower Affiliate, except as contemplated by the Loan Documents; and

(W)shall not identify itself as a department or division of any other Person.

(2)If Borrower is a partnership or limited liability company (other than a single-member Delaware limited liability company formed under the Act which complies with the requirements of subsection (3) below), each general partner in the case of a partnership, or the managing member in the case of a limited liability company (each an “SPE Component Entity”) of Borrower, as applicable, shall be a corporation or a limited liability company whose sole asset is its interest in Borrower, provided that if such SPE Component Entity is a limited liability company (other than a single-member Delaware limited liability company), each of its managing members shall also be a SPE Component Entity.  Each SPE Component Entity (A) will at all times comply with each of the covenants, terms and provisions contained in Section 4.02(d)(1)(A) through (D), (F) through (K) and (M) through (W) inclusive, as well as the requirements of clause (3) below if such SPE Component Entity is a single member limited liability company formed under the Act, as if such representation, warranty or covenant was made directly by such

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SPE Component Entity; (B) will not engage in any business or activity other than owning an interest in Borrower; (C) will not acquire or own any assets other than its partnership, membership, or other equity interest in Borrower; (D) will not own any subsidiary, or make any investment in any Person other than its investment in Borrower; (E) will not incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation) and (F) will cause Borrower to comply with the provisions of this Section 4.02(d) and Section 4.02(e).  Prior to the withdrawal or the disassociation of any SPE Component Entity from Borrower, Borrower shall immediately appoint a new general partner or managing member whose articles of incorporation or limited liability company agreement, as applicable, are substantially similar to those of such SPE Component Entity and, if a Non-Consolidation Opinion was required at closing, deliver a New Non-Consolidation respect to the new SPE Component Entity and its equity owners.  Notwithstanding the foregoing, to the extent Borrower is a single member Delaware limited liability company, so long as Borrower maintains such formation status and complies with the requirements set forth in subsection (3) below, the SPE Component Entity requirement as set forth in this section shall not be applicable.

(3)In the event Borrower or SPE Component Entity is a single member limited liability company formed under the Act (as applicable, the “Company”), the limited liability company agreement of the Company (the “LLC Agreement”) shall provide that (A) upon the occurrence of any event that causes the sole member of the Company (“Member”) to cease to be the member of the Company (other than (1) upon an assignment by Member of all of its limited liability company interest in the Company and the admission of the transferee in accordance with the Loan Documents and the LLC Agreement, or (2) the resignation of Member and the admission of an additional member of the Company in accordance with the terms of the Loan Documents and the LLC Agreement), the personal representative of Member shall, within ninety (90) days, agree in writing to continue the existence of the Company and to the admission of such personal representative or its nominee or designee, as the case may be, as a substitute member of the Company, effective as of the occurrence of the event that caused the Member to cease to be a member of the Company, and any person acting as Independent Director of the Company and executing the LLC Agreement (“Special Member”) shall, without any action of any other Person and simultaneously with the Member ceasing to be the member of the Company, automatically be admitted to the Company and shall continue the existence of the Company without dissolution, and (B) Special Member may not resign from the Company or transfer its rights as Special Member unless (1) a successor Special Member has been admitted to the Company as Special Member in accordance with the requirements of the Act and (2) after giving effect to such resignation, such successor Special Member has also accepted its appointment as an Independent Director.  The LLC Agreement shall further provide that (v) Special Member shall automatically cease to be a member of the Company upon the admission to the Company of a substitute Member, (w) Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of the assets of the Company, (x) pursuant to Section 18-301 of the Act, Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company, (y) Special Member, in its capacity as Special Member, may not bind the Company, and (z) except as required by any mandatory provision of the Act, Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company; provided, however, such prohibition shall not limit the obligations of Special Member, in its capacity as Independent Director, to vote on such matters required by the Loan Documents or the LLC Agreement.  Prior to its admission to the Company as Special Member, Special Member shall not be a member of the Company, but the Special Member may serve as an Independent Director of the Company.  Any Bankruptcy Event initiated by or brought against Member or Special Member shall not cause Member or Special Member to cease to be a member of the Company and upon the occurrence of such an event, the existence of the Company shall continue without dissolution.  The LLC Agreement

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shall also provide that each of Member and Special Member waives any right it might have to agree in writing to dissolve the Company upon the occurrence of any Bankruptcy Event initiated by or brought against Member or Special Member, or the occurrence of an event that causes Member or Special Member to cease to be a member of the Company.

(4)In the event Borrower or SPE Component Entity is a Delaware Statutory Trust, (A) has and shall have at least one signatory trustee (or, as applicable, the administrative manager or administrative trustee) that is a Special Purpose Entity which is a corporation or single-member Delaware limited liability company that complies with the requirements set forth in clause (3) above (except that such signatory trustee (or, as applicable, such administrative manager or administrative trustee) shall not be required to have an Independent Director), who shall have the authority to terminate the Trust Agreement of Borrower by converting Borrower into a Delaware limited liability company in form and substance satisfactory to Lender in accordance with the provisions of Section 9.03 of Borrower’s Trust Agreement (for the avoidance of doubt, the form of the limited liability company operating agreement attached to Borrower’s Trust Agreement as of the date hereof shall be acceptable), (B) has at least one (1) Independent Trustee, and (C) has not caused or allowed, and will not cause or allow the members, managers, trustees or beneficial interest holders to vote for any Bankruptcy Event unless the Independent Trustee shall have consented in writing to such action.

(5)The organizational documents of Borrower and each SPE Component Entity shall provide an express acknowledgment that Lender is an intended third-party beneficiary of the “special purpose” provisions of such organizational documents.

(6)Borrower shall require that Master Tenant be a Special Purpose Entity that owns only its leasehold interest in the Mortgaged Property and assets incident to such ownership.

(e)Independent Director.

The organizational documents of Borrower (where Borrower is a Delaware statutory trust, corporation or a single member limited liability company formed under the Act) or SPE Component Entity, as applicable, shall include the following provisions: (a) at all times there shall be, and Borrower or SPE Component Entity, as applicable, shall cause there to  be, at least one Independent Director; (b) the trustees, board of directors or managers of Borrower or SPE Component Entity, as applicable, shall not take any Material Action which, under the terms of any certificate of incorporation, by-laws, voting trust agreement with respect to any common stock, articles of organization or operating agreement requires unanimous vote of the board of directors or managers of Borrower or SPE Component Entity, as applicable, unless at the time of such action there shall be at least one member of the board of directors or managers who is an Independent Director; (c) Borrower or SPE Component Entity, as applicable, shall not, without the unanimous written consent of its trustees, board of directors or managers, including the Independent Director, on behalf of itself or Borrower, as the case may be, take any Material Action or any action that might cause such entity to become insolvent, and when voting with respect to such matters, the Independent Director shall, to the fullest extent permitted by law, including Section 18-1101(c) of the Act, and notwithstanding any duty otherwise existing at law or in equity, consider only the interests of the Borrower and the SPE Component Entity (including their respective creditors), and except for its duties to the Borrower and the SPE Component Entity with respect to voting on matters as set forth immediately above (which duties shall extend to the constituent equity owners of Borrower and the SPE Component Entity solely to the extent of their respective economic interests in Borrower or the SPE Component Entity but shall exclude (i) all other interests of such constituent equity owners, (ii) the interests of other affiliates of Borrower or the SPE Component Entity, and (iii) the interests of any group of affiliates of which Borrower and the SPE Component Entity are a part), the Independent Directors shall not have any fiduciary duties to such constituent equity owners, any officer or any other Person; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing; and (d) no Independent Director of Borrower or SPE Component Entity

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may be removed or replaced other than as a result of an Independent Director Event, and any such removal or replacement shall not occur unless Borrower or SPE Component Entity provides Lender with not less than five (5) Business Days’ prior written notice of (i) any proposed removal of an Independent Director, together with a statement as to the reasons for such removal, and (ii) the identity of the proposed replacement Independent Director, together with a certification that such replacement satisfies the requirements set forth in the organizational documents for an Independent Director; provided, however, no resignation or removal of an Independent Director shall be effective until a successor Independent Director is appointed and has accepted his or her appointment.  Borrower shall require that the organizational documents of Master Tenant at all times include a requirement that Master Tenant has an Independent Director.

(f)ERISA.

Borrower covenants that:

(1)no asset of Borrower shall constitute “plan assets” (within the meaning of Section 3(42) of ERISA and Department of Labor Regulation Section 2510.3-101) of an Employee Benefit Plan;

(2)no asset of Borrower shall be subject to the laws of any Governmental Authority governing the assets of an Employee Benefit Plan; and

(3)neither Borrower nor any ERISA Affiliate shall incur any obligation or liability with respect to any ERISA Plan.

(4)Borrower shall not permit Master Tenant to, engage in any transaction which would cause any obligation, or action taken or to be taken, hereunder (or the exercise by Lender of any of its rights under the Note, this Agreement or the other Loan Documents) to be a non-exempt (under a statutory or administrative class exemption) prohibited transaction under ERISA.

(g)Notice of Litigation or Insolvency.

Borrower shall give immediate written notice to Lender of any claims, actions, suits, or proceedings at law or in equity (including any insolvency, bankruptcy, or receivership proceeding) by or before any Governmental Authority pending or, to Borrower’s knowledge, threatened, in writing, against or affecting Borrower, Guarantor, Key Principal, or the Mortgaged Property, which claims, actions, suits, or proceedings, if adversely determined reasonably would be expected to materially adversely affect the financial condition or business of Borrower, Guarantor, or Key Principal, or the condition, operation, or ownership of the Mortgaged Property (including any claims, actions, suits, or proceedings regarding fair housing, anti-discrimination, or equal opportunity, which shall always be deemed material).

(h)Payment of Costs, Fees, and Expenses.

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

(1)any amendment to, or consent, or waiver required under, this Loan Agreement or any of the Loan Documents (whether or not any such amendments, consents, or waivers are entered into);

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(2)defending or participating in any litigation arising from actions by third parties and brought against or involving Lender with respect to:

(A)the Mortgaged Property;

(B)any event, act, condition, or circumstance in connection with the Mortgaged Property; or

(C)the relationship between or among Lender, Borrower, Key Principal, and Guarantor in connection with this Loan Agreement or any of the transactions contemplated by this Loan Agreement;

(3)the administration or enforcement of, or preservation of rights or remedies under, this Loan Agreement or any other Loan Documents including or in connection with any litigation or appeals, any Foreclosure Event or other disposition of any collateral granted pursuant to the Loan Documents; and

(4)any Bankruptcy Event or Guarantor Bankruptcy Event.

(i)Restrictions on Distributions.

No distributions or dividends of any nature with respect to Master Lease Rents, Rents or other income from the Mortgaged Property shall be made to any Person having a direct ownership interest in Borrower if an Event of Default has occurred and is continuing.

(j)Lockbox Arrangement.

(1) Borrower has established and shall maintain, pursuant to that certain Deposit Account Control Agreement, dated as of the Effective Date, between Borrower, BankUnited, N.A. (“Deposit Bank”) and Lender  (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, the “Deposit Account Control Agreement”), an Eligible Account with Deposit Bank into which Borrower shall, and shall cause Manager to, deposit or cause to be deposited, all Master Lease Rents, Rents (upon termination of the Master Lease) and other revenue from the Mortgaged Property received by or on behalf of Borrower (such account, all funds at any time on deposit therein and any proceeds, replacements or substitutions of such account or funds therein, are collectively referred to herein as the “Deposit Account”).  In the event Deposit Bank ceases to qualify as an Eligible Institution, resigns as Deposit Bank, or defaults under or terminates the Deposit Account Control Agreement, Borrower shall cooperate with Lender in designating a successor Eligible Institution and transferring the Deposit Account to such Eligible Institution, each within thirty (30) days after request by Lender.  Lender hereby approves Borrower’s selection of BankUnited, N.A. as the initial Deposit Bank, regardless of whether BankUnited, N.A. is an Eligible Institution, provided that, in addition to Lender’s rights to terminate the Deposit Bank under the Deposit Account Control Agreement, Lender shall have the right to terminate or direct Borrower to terminate the initial Deposit Account Control Agreement with BankUnited, N.A. and engage a new Deposit Bank which is an Eligible Institution at any time that (i) an Event of Default exists, (ii) BankUnited, N.A. is the subject of a bankruptcy, receivership, similar insolvency proceeding, is then the subject of an investigation of an Governmental Authority or otherwise on a so called “watchlist” maintained by any Governmental Authority or reputable rating service, (iii) Lender otherwise reasonably determines that BankUnited, N.A. is undercapitalized for the purpose of acting as Deposit Bank under the Deposit Account Control Agreement and/or (iv) BankUnited, N.A.  is in default under the Deposit Account Control Agreement.  Lender acknowledges that, as of the date hereof, BankUnited, N.A. is an Eligible Institution.

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(2)Intentionally Omitted.

(3)The Deposit Account shall be in the name of Borrower for the benefit of Lender, provided that Borrower shall be the owner of all funds on deposit in such accounts for federal and applicable state and local tax purposes.  The Deposit Account shall be subject to the exclusive dominion and control of Lender and, except as otherwise expressly provided herein, neither Borrower, any property manager nor any other party claiming on behalf of, or through, Borrower or any property manager, shall have any right of withdrawal therefrom or any other right or power with respect thereto.

(4)Borrower covenants that:

(A)Borrower shall, and shall cause any property manager to, instruct all Persons that maintain open accounts with Borrower or any property manager with respect to the Mortgaged Property or with whom Borrower or any property manager does business on an “accounts receivable” basis with respect to the Mortgaged Property to deliver all payments due under such accounts directly to the Deposit Account or a post office address maintained by Deposit Bank for processing deposits to the Deposit Account, as applicable.  Neither Borrower nor any property manager shall direct any such Person to make payments due under such accounts in any other manner;

(B)All Master Lease Rents, Rents or other income from the Mortgaged Property due and payable to Borrower shall (A) be deemed additional security for payment of the Indebtedness and shall be held in trust for the benefit, and as the property, of Lender, (B) not be commingled with any other funds or property of Borrower or property manager, and (C) be deposited in the Deposit Account within two (2) Business Days of receipt; and

(C)So long as any portion of the Indebtedness remains outstanding, none of Borrower, any property manager or any other Person shall open or maintain any accounts other than the Deposit Account into which Borrower’s revenues from the ownership and operation of the Mortgaged Property are deposited.  The foregoing shall not prohibit Borrower from utilizing one or more separate accounts for the disbursement or retention of funds that have been transferred to Borrower pursuant to the express terms of this Loan Agreement.

(5)Borrower hereby irrevocably authorizes Lender to instruct Deposit Bank to transfer, or cause to be transferred, on each Business Day during a Cash Management Period by wire transfer or other method of transfer mutually agreeable to Deposit Bank and Lender of immediately available funds, all collected and available balances in the Deposit Account (subject to any minimum retained or “peg” balance that may be required pursuant to the terms of the Deposit Account Control Agreement) to Lender to be held until disbursed pursuant to the terms of this Loan Agreement.

(6)Intentionally Omitted.

(7)During a Cash Management Period, Borrower hereby irrevocably authorizes Lender to make any and all withdrawals from the Deposit Account and transfers between any of the Reserve/Escrow Accounts as Lender shall determine in Lender’s sole and absolute discretion and Lender may use all funds contained in any such accounts for any purpose, including but not limited to repayment of the Indebtedness in such order, proportion and priority as Lender may determine in its sole and absolute discretion. Lender’s right to withdraw and apply funds as stated herein shall be in addition to all other rights and remedies provided to Lender under this Loan Agreement, the Note, the Security Instrument and the other Loan Documents. So long as no Cash Management Period is then in effect, the Deposit Bank shall transfer on each Business Day during the term of the Loan all amounts on deposit in the Deposit Account to Borrower’s operating account, as designated by Borrower in the Deposit Account Control

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Agreement.

(k)Security Interest in Deposit Account.

(1)To secure the full and punctual payment of the Indebtedness and performance of all obligations of Borrower now or hereafter existing under this Loan Agreement and the other Loan Documents, Borrower hereby grants to Lender a first-priority perfected security interest in the Deposit Account, all interest, cash, checks, drafts, certificates and instruments, if any, from time to time deposited or held therein, any and all amounts invested in Permitted Investments, and all “proceeds” (as defined in the UCC as in effect in the state in which the Deposit Account is located or maintained) of any or all of the foregoing.  Furthermore, Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any of the foregoing or permit any Lien to attach thereto or any levy to be made thereon or any UCC financing statements to be filed with respect thereto.  Borrower will maintain the security interest created by this Section 4.02(k)(1) as a first priority perfected security interest and will defend the right, title and interest of Lender in and to the Deposit Account against the claims and demands of all Persons whomsoever.  The security interest created hereby shall remain in full force and effect until payment in full of the Indebtedness.  Upon payment in full of the Indebtedness, this security interest shall terminate without further notice from any party and Lender shall execute such instruments and documents as may be reasonably requested by Borrower to evidence such termination.

(2)Borrower authorizes Lender to file any financing statement or statements required by Lender to establish or maintain the validity, perfection and priority of the security interest granted herein in connection with the Deposit Account.  Borrower  agrees that at any time and from time to time, at the expense of Borrower, Borrower will promptly and duly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that Lender may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby (including, without limitation, any security interest in and to any Permitted Investments) or to enable Lender to exercise and enforce its rights and remedies hereunder.

(3)During the continuance of a Cash Management Period, Lender may exercise any or all of its rights and remedies as a secured party, pledgee and lienholder with respect to the Deposit Account.  Without limitation of the foregoing, upon and during the continuance of any Cash Management Period, Lender may use the Deposit Account for any of the following purposes: (A) repayment of the Indebtedness, including, but not limited to, principal prepayments and the prepayment premium applicable to such full or partial prepayment (as applicable); (B) reimbursement of Lender for all Losses suffered or incurred by Lender as a result of such Event of Default; (C) payment of any amount expended in exercising any or all rights and remedies available to Lender at law or in equity or under this Loan Agreement or under any of the other Loan Documents; (D) payment of any item as required or permitted under this Loan Agreement; or (E) any other purpose permitted by Legal Requirements; provided, however, that any such application of funds shall not cure or be deemed to cure any Event of Default.  Without limiting any other provisions hereof, each of the remedial actions described in the immediately preceding sentence shall be deemed to be a commercially reasonable exercise of Lender’s rights and remedies as a secured party with respect to the Deposit Account and shall not in any event be deemed to constitute a setoff or a foreclosure of a statutory banker’s lien.  Nothing in this Loan Agreement shall obligate Lender to apply all or any portion of the Deposit Account to effect a cure of any Event of Default, or to pay the Indebtedness, or in any specific order of priority.  The exercise of any or all of Lender’s rights and remedies under this Loan Agreement or under any of the other Loan Documents shall not in any way prejudice or affect Lender’s right to initiate and complete a foreclosure under the Security Instrument.

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(l)Cash Management Period.

(1)Upon the occurrence of a Cash Management Period, Borrower shall establish an Eligible Account with Lender or Lender’s agent into which Borrower shall deposit (or cause Deposit Bank to deposit) all funds disbursed from the Deposit Account during the continuation of a Cash Management Period (the “Cash Collateral Reserve Account”).  Amounts so deposited shall hereinafter be referred to as the “Cash Collateral Reserve Funds”.  Cash Collateral Reserve Funds shall be held by Lender as additional security for the Mortgage Loan; provided, however, Lender shall have the right, but not the obligation, in its sole discretion to apply Cash Collateral Reserve Funds to the Indebtedness in such order and in such manner as Lender shall elect.  Provided no Event of Default has occurred and is continuing, all sums on deposit in the Cash Collateral Reserve Account shall be disbursed to Borrower upon the earlier to occur of (i) payment in full of the Indebtedness, (ii) the release of the Lien of the Security Instrument (and all related obligations) in accordance with the terms of this Loan Agreement, or (iii) the discontinuation of a Cash Management Period.

(2)During the continuation of a Cash Management Period, Borrower shall submit to Lender not later than the twentieth (20th) day of each calendar month, a statement certified by Borrower in the form required by Lender (A) setting forth those Operating Expenses and Extraordinary Expenses (as well as a reasonably detailed explanation thereof) for the Mortgaged Property to be paid by Borrower during the following calendar month and (B) stating that no Operating Expenses or Extraordinary Expenses are more than sixty (60) days past due.  Together with each such request, Borrower shall furnish Lender with bills and all other documents necessary for the payment of the Operating Expenses and/or Extraordinary Expenses which are the subject of such request.  Only those Operating Expenses which are consistent with the Annual Budget as determined by Lender, as well as those Operating Expenses and Extraordinary Expenses otherwise approved by Lender in writing in its reasonable discretion, shall be approved for payment and shall be disbursed to Borrower on the next Payment Date.

(m)Trustees.

Borrower shall not replace Signatory Trustee or Delaware Trustee without Lender’s prior written consent (not to be unreasonably withheld, conditioned or delayed), provided, however, that Borrower may replace (i) Signatory Trustee with a Qualified Replacement Signatory Trustee upon thirty (30) days prior written notice to Lender, and (ii) Delaware Trustee with a Qualified Replacement Delaware Trustee upon thirty (30) days prior written notice to Lender.

(n)No Partition.

Neither Borrower, Key Principal or Guarantor shall initiate any action to partition the Mortgaged Property or to effect a distribution “in-kind” of Borrower’s assets to any Beneficial Owner, or any similar action, without Lender’s prior written consent.

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ARTICLE 5 - THE MORTGAGE LOAN

Section 5.01Representations and Warranties.

The representations and warranties made by Borrower to Lender in this Section 5.01 are made as of the Effective Date and are true and correct except as disclosed on the Exceptions to Representations and Warranties Schedule.

(a)Receipt and Review of Loan Documents.

Borrower has received and reviewed this Loan Agreement and all of the other Loan Documents.

(b)No Default.

No default exists under any of the Loan Documents.

(c)No Defenses.

The Loan Documents are not currently subject to any right of rescission, set-off, counterclaim, or defense by either Borrower or Guarantor, including the defense of usury, and neither Borrower nor Guarantor has asserted any right of rescission, set-off, counterclaim, or defense with respect thereto.

(d)Loan Document Taxes.

All mortgage, mortgage recording, stamp, intangible, or any other similar taxes required to be paid by any Person under applicable law currently in effect in connection with the execution, delivery, recordation, filing, registration, perfection, or enforcement of any of the Loan Documents, including the Security Instrument, have been paid or will be paid in the ordinary course of the closing of the Mortgage Loan.

Section 5.02 Covenants.

(a) Ratification of Covenants; Estoppels; Certifications.

Borrower shall:

(1) promptly notify Lender in writing upon any material violation of any covenant set forth in any Loan Document of which Borrower has notice or knowledge; provided, however, any such written notice by Borrower to Lender shall not relieve Borrower of, or result in a waiver of, any obligation under this Loan Agreement or any other Loan Document; and

(2) within ten (10) Business Days after a request from Lender, provide a written statement, signed and acknowledged by Borrower, certifying to Lender or any person designated by Lender, as of the date of such statement:

(A) that the Loan Documents are unmodified and in full force and effect (or, if there have been modifications, that the Loan Documents are in full force and effect as modified and setting forth such modifications);

(B)the date to which interest on the Mortgage Loan has been paid;

(C)that Borrower is not in default in paying the Indebtedness or, to the best of Borrower’s knowledge, in performing or observing any of the covenants or agreements

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contained in this Loan Agreement or any of the other Loan Documents (or, if Borrower is in default, describing such default in reasonable detail);

(D)whether or not there are then-existing any setoffs or defenses known to Borrower against the enforcement of any right or remedy of Lender under the Loan Documents; and

(E)the Master Lease is in full force and effect and has not been modified, amended or assigned (or listing the modifications, amendments or assignments, if any);

(F)no Master Lease Default by Master Tenant exists under the Master Lease (or describing in reasonable detail any such Master Lease Default that does exist);

(G)neither Master Tenant nor Borrower has commenced any action or given or received any notice for the purpose of terminating the Master Lease; and

(H)all sums due and payable under the Master Lease have been paid in full as of the date thereof (or describing in reasonable detail any amounts then remaining due and unpaid).

(b)Further Assurances.

(1) Other Documents As Lender May Require.

(A)Within ten (10) Business Days after request by Lender, Borrower shall, subject to Section 5.02(e) below, execute, acknowledge, and deliver, at its cost and expense, all further instruments as Lender may reasonably require from time to time in order to better assure, grant, and convey to Lender the rights intended to be granted, now or in the future, to Lender under this Loan Agreement and the other Loan Documents.

(2) Corrective Actions.

Within ten (10) Business Days after request by Lender, Borrower shall provide, or cause to be provided, to Lender, at Borrower’s cost and expense, such further documentation or information reasonably deemed necessary or appropriate by Lender in the exercise of its rights under the Loan Documents or to correct patent mistakes in the Loan Documents, the Title Policy, or the funding of the Mortgage Loan.

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(c)Master Lease.

(1) Borrower Compliance.

Borrower shall (a) promptly perform and/or observe in all material respects all of the covenants, agreements and obligations required to be performed and observed by Borrower under the Master Lease Documents and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (b) promptly notify Lender of any material default under the Master Lease Documents; (c) upon written request from Lender, promptly deliver to lender a copy of each material financial statement, business plan, or capital expenditures plan, received by Borrower under the Master Lease; and (d) promptly enforce, in a commercially reasonable manner, the performance and observance of all of the covenants and agreements required to be performed and/or observed by Master Tenant under the Master Lease Documents.

(2) Master Tenant Compliance.

Borrower shall cause Master Tenant to comply with the affirmative and negative covenants contained in this Agreement as they relate to the Mortgaged Property, to the operation and maintenance of the Mortgaged Property, and to the entity and organizational requirements hereof as they apply to Master Tenant, and no Default hereunder shall be excused by virtue of the fact that such Default was caused by Master Tenant.  Borrower shall use commercially reasonable efforts to cause the Master Lease to remain in effect so long as any portion of the Indebtedness is outstanding and no Material Master Lease Default exists.

(3) Termination.

Notwithstanding anything to the contrary herein or in any other Loan Documents or in the Master Lease, (i) Lender may terminate the Master Lease upon (x) the occurrence of both a Material Master Lease Default and an Event of Default hereunder, or (y) foreclosure of the Security Instrument or other transfer of title to the Mortgaged Property in extinguishment in whole or in part of the Debt, including acceptance by Lender of a deed in lieu of foreclosure (provided, further, that for the avoidance of doubt, if Lender becomes a “mortgagee in possession” or appoints a receiver, trustee, liquidator or conservator of the Mortgaged Property, and no Material Master Lease Default then exists, the rights and remedies of Lender or such receiver, trustee, liquidator or conservator of the Mortgaged Property (as applicable), shall be limited to the rights and remedies of landlord as provided in the Master Lease), (ii) Borrower shall, at Lender’s request, terminate the Master Lease upon the occurrence of a Material Master Lease Default, and (iii) no such termination (by Lender or otherwise) shall require payment of any termination fee, penalty or other amount (the parties hereto agreeing that any such fee, penalty or other amount that may be payable by Borrower shall be fully subordinate to the Loan, shall not be payable by Borrower while the Loan remains outstanding, and shall not constitute a claim against Borrower in the event its cash flow is insufficient to pay its obligations).  If Lender shall consent to the termination of the Master Lease, Borrower shall be permitted to take any and all action as lessor under the Leases.

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(4) No Modifications.

Notwithstanding anything contained herein to the contrary, Borrower shall not amend or modify any provisions of, terminate, or the shorten the term of the Master Lease without the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, Lender’s approval shall not be required for immaterial amendments or modifications of the Master Lease, including, without limitation, (A) changes in Base Rent, Additional Rent and Bonus Rent (each as defined in the Master Lease) so long as (i) Base Rent is not less than Debt Service Amounts due each month, and (ii) the total Master Lease Rent payable to the Borrower does not decrease other than by a de minimis amount, and (B) changes related to Exchange Changes.

(5) Permitted Termination.

Notwithstanding anything contained herein to the contrary, Borrower shall be permitted, upon not less than thirty (30) days prior written notice to Lender, to terminate the Master Lease if, following Transfers permitted hereunder or otherwise consented to by Lender, Borrower is wholly-owned, directly or indirectly, by one (1) Person.  In connection with such termination, Borrower agrees to execute, acknowledge, and deliver, at its cost and expense, all further documents, agreements and such other instruments as Lender may reasonably require in order to grant and convey to Lender the rights intended to be granted to Lender in and to the Leases and the Rents, under this Loan Agreement and the other Loan Documents.

(d) Ownership Records.

(1) Borrower shall cause Signatory Trustee to (a) initially indicate on the Ownership Records that CF Summerfield Depositor, LLC, a Delaware limited liability company, is owner of 75% of the Beneficial Interests in Borrower, (b)  initially indicate on the Ownership Records that CF Summerfield DST Holder, LLC, a Delaware limited liability company, is owner of 25% of the Beneficial Interests in Borrower and (c) periodically revise, contemporaneously with the issuance or transfer of Beneficial Interests in accordance with the Trust Agreement, changes in mailing addresses, or other changes.  Upon Lender’s request, Borrower shall deliver to Lender such updates referenced in clause (c) above.

(e) Limitations on Further Acts of Borrower.

Nothing in Section 5.02(b) shall require Borrower to do any further act that has the effect of changing the economic terms of the Loan set forth in the Loan Documents.

(f)Financing Statements; Record Searches.

(1) Borrower shall pay all costs and expenses associated with:
(A) any filing or recording of any financing statements, including all continuation statements, termination statements, and amendments or any other filings related to security interests in or liens on collateral; and
--- ---

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(B) any record searches for financing statements that Lender may require.

(2) Borrower hereby authorizes Lender to file any financing statements, continuation statements, termination statements, and amendments (including an “all assets” or “all personal property” collateral description or words of similar import) in form and substance as Lender may require in order to protect and preserve Lender’s lien priority and security interest in the Mortgaged Property (and to the extent Lender has filed any such financing statements, continuation statements, or amendments prior to the Effective Date, such filings by Lender are hereby authorized and ratified by Borrower).

(g) Loan Document Taxes.

Borrower shall pay, on demand, any transfer taxes, documentary taxes, assessments, or charges made by any Governmental Authority in connection with the execution, delivery, recordation, filing, registration, perfection, or enforcement of any of the Loan Documents or the Mortgage Loan.

ARTICLE 6 - PROPERTY USE, PRESERVATION, AND MAINTENANCE

Section 6.01 Representations and Warranties.

The representations and warranties made by Borrower to Lender in this Section 6.01 are made as of the Effective Date and are true and correct except as disclosed on the Exceptions to Representations and Warranties Schedule.

(a) Compliance with Law; Permits and Licenses.

(1) To Borrower’s knowledge and except as disclosed in any Property Condition Report, zoning report, survey, appraisal and/or environmental report received by Lender in connection with the Loan prior to the date hereof (collectively, the “Reports”), Borrower and the Mortgaged Property (including the Improvements) and the use thereof comply with all applicable laws, ordinances, statutes, rules, and regulations, including all applicable statutes, rules, and regulations pertaining to requirements for equal opportunity, anti-discrimination, fair housing, and rent control, and Borrower has no knowledge of any action or proceeding (or threatened action or proceeding) regarding noncompliance or nonconformity with any of the foregoing.

(2) To Borrower’s knowledge, there is no evidence of any illegal activities on the Mortgaged Property.

(3) To Borrower’s knowledge, no permits or approvals from any Governmental Authority, other than those previously obtained and furnished to Lender, are necessary for the commencement and completion of the Repairs or Replacements, as applicable, other than those permits or approvals which will be timely obtained in the ordinary course of business.

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(4) To Borrower’s knowledge, all required permits, licenses, franchises, consents, certificates and other approvals necessary for the operation of the Mortgaged Property and certificates to comply with all zoning and land use statutes, laws, ordinances, rules, and regulations, and all applicable health, fire, safety, and building codes, and for the lawful use and operation of the Mortgaged Property, including certificates of occupancy, apartment licenses, or the equivalent, have been obtained and are in full force and effect.

(5) No portion of the Mortgaged Property has been purchased with the proceeds of any illegal activity.

(b) Mortgaged Property Characteristics.

(1) The Mortgaged Property contains at least:

(A) the Property Square Footage;

(B) the Total Parking Spaces; and

(C) the Total Residential Units.

(2) Except as disclosed to Lender in writing, no part of the Land is included or assessed under or as part of another tax lot or parcel, and no part of any other property is included or assessed under or as part of the tax lot or parcels for the Land.

(3) In reliance on, and except as otherwise specifically disclosed in, the survey certified to Lender in connection with the Mortgage Loan, to Borrower’s knowledge,  (a) none of the Improvements which were included in determining the appraised value of the Mortgaged Property lie outside the boundaries and building restriction lines of the Mortgaged Property except encroachments that do not materially and adversely affect the value or current use of the Mortgaged Property or for which insurance or endorsements were obtained under the Title Policy, (b) no improvements on adjoining properties encroach upon the Mortgaged Property and no easements or other encumbrances upon the Mortgaged Property encroach upon any of the Improvements except encroachments that do not materially and adversely affect the value or current use of the Mortgaged Property or for which insurance or endorsements were obtained under the Title Policy and (c) no Improvements encroach upon any easements except for encroachments the removal of which would not materially and adversely affect the value or current use of the Mortgaged Property or for which insurance or endorsements have been obtained under the Title Policy.

(4) In reliance on, and except as otherwise specifically disclosed in, the survey certified to Lender in connection with the Mortgage Loan, to Borrower’s knowledge, the Mortgaged Property is located on or adjacent to a public road and has access to such road directly, or has access via an irrevocable perpetual easement or irrevocable right of way permitting ingress and egress to and from a public road.  To Borrower’s knowledge, the Mortgaged Property is served by or has uninhibited access rights to public or private water or sewer (or well and septic) and all required utilities adequate to service the Mortgaged Property for full utilization of the Mortgaged Property for its current uses.  To Borrower’s knowledge, all public utilities necessary to the full use and enjoyment of the Mortgaged Property as currently used and enjoyed are located either in the public right-of-way abutting the Mortgaged Property (which are connected so as to serve the Mortgaged Property without passing over other property) or in recorded easements serving the Mortgaged Property and such easements are set forth in and insured by the Title Policy.  To Borrower’s knowledge, all roads necessary for the use of the Mortgaged Property for its current purposes have been completed and dedicated to public use and accepted by all Governmental

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Authorities.  To Borrower’s knowledge, the Mortgaged Property has, or is served by, parking to the extent required to comply with all Legal Requirements.

(c) Mortgaged Property Ownership.

Borrower is sole owner of the Mortgaged Property.  Master Tenant is the sole owner of the leasehold estate created by the Master Lease.

(d) Condition of the Mortgaged Property.

(1) Borrower has not made any claims, and to Borrower’s knowledge, no claims have been made, against any contractor, engineer, architect, or other party with respect to the construction or condition of the Mortgaged Property or the existence of any structural or other material defect therein; and

(2) neither the Land nor the Improvements have sustained any damage other than damage which has been fully repaired, or is fully insured and is being repaired in the ordinary course of business.

(e) Personal Property.

Borrower and/or Master Tenant owns (or, to the extent disclosed on the Exceptions to Representations and Warranties Schedule, leases) all of the Personal Property that is material to and is used in connection with the management, ownership, and operation of the Mortgaged Property.

Section 6.02 Covenants.

(a) Use of Mortgaged Property.

From and after the Effective Date, Borrower shall not (and shall not permit Master Tenant to), unless required by applicable law or Governmental Authority:

(1) change the use of all or any part of the Mortgaged Property;

(2) convert any individual dwelling units or common areas to commercial use, or convert any common area or commercial use to individual dwelling units;

(3) initiate or acquiesce in a change in the zoning classification of the Land;

(4) establish any condominium or cooperative regime with respect to the Mortgaged Property;

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(5)subdivide the Land; or

(6) suffer, permit, or initiate the joint assessment of any Mortgaged Property with any other real property constituting a tax lot separate from such Mortgaged Property which could cause the part of the Land to be included or assessed under or as part of another tax lot or parcel, or any part of any other property to be included or assessed under or as part of the tax lot or parcels for the Land.

(b) Mortgaged Property Maintenance.

Borrower shall (and/or shall cause Master Tenant to):

(1) pay the expenses of operating, managing, maintaining, and repairing the Mortgaged Property (including insurance premiums, utilities, Repairs, and Replacements) before the last date upon which each such payment may be made without any penalty or interest charge being added;

(2) keep the Mortgaged Property in good and safe repair and condition (ordinary wear and tear excepted) (including the replacement of Personalty and Fixtures with items of equal or better function and quality) and subject to Section 9.03(b)(3) and Section 10.03(d) restore or repair promptly, in a good and workmanlike manner, any damaged part of the Mortgaged Property to the equivalent of its original condition or condition immediately prior to the damage (if improved after the Effective Date), whether or not any insurance proceeds received upon an event of loss or any amounts received in connection with a Condemnation Action are available to cover any costs of such restoration or repair or casualty;

(3) commence or cause Master Tenant to commence all Required Repairs, Additional Lender Repairs, and Additional Lender Replacements as follows:

(A) with respect to any Required Repairs, promptly following the Effective Date (subject to Force Majeure, if applicable), in accordance with the timelines set forth on the Required Repair Schedule, or if no timelines are provided, as soon as practical following the Effective Date;

(B) with respect to Additional Lender Repairs, in the event that Lender determines that Additional Lender Repairs are necessary from time to time or pursuant to Section 6.03(c), promptly following Lender’s written notice of such Additional Lender Repairs (subject to Force Majeure, if applicable), commence any such Additional Lender Repairs and diligently prosecute same until completed;

(C) with respect to Additional Lender Replacements, in the event that Lender determines that Additional Lender Replacements are necessary from time to time or pursuant to Section 6.03(c), promptly following Lender’s written notice of such Additional Lender Replacements (subject to Force Majeure, if applicable), commence any such Additional Lender Replacements and diligently prosecute same until completed;

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(4) make, construct, install, diligently perform, and complete all Replacements, Repairs, Restoration, and any other work permitted under the Loan Documents:

(A) in a good and workmanlike manner as soon as practicable following the commencement thereof, free and clear of any Liens, including mechanics’ or materialmen’s liens and encumbrances (except Permitted Encumbrances and mechanics’ or materialmen’s liens which attach automatically under the laws of any Governmental Authority upon the commencement of any work upon, or delivery of any materials to, the Mortgaged Property and for which Borrower is not delinquent in the payment for any such work or materials);

(B) in accordance with all applicable laws, ordinances, rules, and regulations of any Governmental Authority, including applicable building codes, special use permits, and environmental regulations;

(C) in accordance with all applicable insurance and bonding requirements; and

(D) within all timeframes required by applicable Legal Requirements; and

(5) subject to the terms of Section 6.03(a), provide for (or cause Master Tenant to provide for) professional management of the Mortgaged Property by a residential rental property manager satisfactory to Lender under a contract approved by Lender in writing;

(6) give written notice to Lender of, and, unless otherwise directed in writing by Lender, appear in and defend any action or proceeding purporting to affect the Mortgaged Property, Lender’s security for the Mortgage Loan, or Lender’s rights under this Loan Agreement; and

(7) upon Lender’s written request, submit to Lender any contracts or work orders in excess of $200,000 described in Section 13.03(b).

(c) Mortgaged Property Preservation.

Borrower shall (and/or shall cause Master Tenant to):

(1) not commit waste or abandon or (ordinary wear and tear excepted) permit impairment or deterioration of the Mortgaged Property;

(2) not (or otherwise permit any other Person to) demolish, make any change in the unit mix, otherwise alter the Mortgaged Property or any part of the Mortgaged Property, or remove any Personalty or Fixtures from the Mortgaged Property, except for: (A) alterations required in connection with Repairs and Replacements; (B) the replacement of tangible Personalty or Fixtures, provided (i) such Personalty or Fixtures are replaced with items of equal or better function and quality, and (ii) such replacement does not result in any disruption in occupancy (other than in connection with the routine re-leasing of units); and (C) alterations costing (in the aggregate) not more than $3,500,000 that will not have a material adverse effect on the structural integrity of any Improvements, Borrower’s financial condition, the value of the Mortgaged Property, or the sustainable Net Cash Flow;

(3) not engage in or knowingly permit, and shall take appropriate measures to prevent and abate or cease and desist, any illegal activities at the Mortgaged Property that could endanger tenants or visitors, result in damage to the Mortgaged Property, result in forfeiture of the Land or otherwise materially impair the lien created by the Security Instrument or Lender’s interest in the Mortgaged Property;

(4) not permit any condition to exist on the Mortgaged Property that would invalidate any part of any insurance coverage required by this Loan Agreement; or

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(5) not subject the Mortgaged Property to any voluntary, elective, or non-compulsory tax lien or assessment (or opt in to any voluntary, elective, or non-compulsory special tax district or similar regime).

(d) Mortgaged Property Inspections.

Borrower shall (and/or shall cause Master Tenant to):

(1) permit Lender, its agents, representatives, and designees to enter upon and inspect the Mortgaged Property (including in connection with any Replacement, Repair, or Restoration, or to conduct any Environmental Inspection pursuant to the Environmental Indemnity Agreement), and shall cooperate and provide access to all areas of the Mortgaged Property (subject to the rights of tenants under the Leases):

(A)during normal business hours;

(B) at such other reasonable time upon reasonable notice of not less than one (1) Business Day;

(C) at any time when exigent circumstances exist; or

(D) at any time after an Event of Default has occurred and is continuing; and

(2) pay for reasonable costs or expenses incurred by Lender or its agents in connection with any such inspections.

(e) Compliance with Laws.

Borrower shall (and/or shall cause Master Tenant to):

(1) comply in all material respects with all laws, ordinances, statutes, rules, and regulations of any Governmental Authority and all recorded lawful covenants and agreements relating to or affecting the Mortgaged Property, including all laws, ordinances, statutes, rules and regulations, and covenants pertaining to construction of improvements on the Land, fair housing, and requirements for equal opportunity, anti-discrimination, and Leases;

(2) procure and maintain all required permits, licenses, franchises, consents, charters, registrations, certificates and other approvals necessary for the operation of the Mortgaged Property and to comply with all zoning and land use statutes, laws, ordinances, rules and regulations, and all applicable health, fire, safety, and building codes and for the lawful use and operation of the Mortgaged Property, including certificates of occupancy, apartment licenses, or the equivalent;

(3) comply with all applicable laws that pertain to the maintenance and disposition of tenant security deposits;

(4) at all times maintain records sufficient to demonstrate compliance with the provisions of this Section 6.02(e); and

(5) promptly after receipt or notification thereof, provide Lender copies of any building code or zoning violation from any Governmental Authority with respect to the Mortgaged Property.

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(f) Rent Regulations.

Borrower shall (and/or shall cause Master Tenant to) (1) operate and manage the Mortgaged Property, or cause the Mortgaged Property to be operated and managed, in compliance with any present or future requirements of rent control, rent stabilization and similar laws, rules and regulations, and compliance obligations of the City of Landover, Maryland or United States of America (collectively, “Rent Regulations”), (2) promptly perform and observe all of the requirements of the Rent Regulations, including, but not limited to, collecting only lawful rents, (3) do all things necessary to preserve and maintain its rights under the Rent Regulations, including, but not limited to, timely filing and serving rent registration statements, (4) promptly notify Lender of any claims that it is not in compliance with the Rent Regulations, and (5) promptly deliver to Lender a copy of any notice relating to the Rent Regulations given or received by it, including, but not limited to, complaints of rent overcharge or reduction in services.

(g) Operating Covenants.

Borrower shall cause Master Tenant to comply with the terms of the Operating Covenants.

Section 6.03 Mortgage Loan Administration Matters Regarding the Property.

(a) Property Management.

From and after the Effective Date, each property manager and each property management agreement must be approved by Lender.  Lender has approved Mission Rock Residential, LLC as the property manager and the management agreement executed by Master Tenant and Property Manager of even date herewith. If, in connection with the making of the Mortgage Loan, or at any later date, Lender waives in writing the requirement that Borrower and/or Master Tenant enter into a written contract for management of the Mortgaged Property, and Borrower and/or Master Tenant later elects to enter into a written contract or change the management of the Mortgaged Property, such new property manager or the property management agreement must be Qualified Manager. If the Actual DSCR is less than 1.0 to 1.0, Lender shall have the right to terminate (or cause Borrower and/or Master Tenant to terminate) any property management agreement with an Affiliate property manager and enter into a new property management agreement with third party manager this is a Qualified Manager or is otherwise approved by Lender.  As a condition to any approval by Lender, Lender may require that Borrower and/or Master Tenant and such new property manager enter into a collateral assignment of the property management agreement on a form approved by Lender.  In addition, if such property manager is a Borrower Affiliate, Borrower shall provide Lender with a New Non-Consolidation Opinion.

(b) Subordination of Fees to Affiliated Property Managers.

Any property manager that is a Borrower Affiliate to whom fees are payable by Borrower for the management of the Mortgaged Property must enter into an assignment of management agreement or other agreement with Lender, in a form approved by Lender, providing for subordination of those fees and such other provisions as Lender may require.

(c) Property Condition Assessment.

If, in connection with any inspection of the Mortgaged Property, Lender determines that the condition of the Mortgaged Property has deteriorated (ordinary wear and tear excepted) since the Effective Date, Lender may obtain, at Borrower’s expense, a property condition assessment of the Mortgaged Property.  Lender’s right to obtain a property condition assessment pursuant to this Section 6.03(c) shall be in addition to any other rights available to Lender under this Loan Agreement in connection with any such deterioration.  Any such inspection or property condition assessment may result in Lender requiring Additional Lender Repairs or Additional Lender

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Replacements as further described in Section 13.03(a)(9)(B).  Absent an Event of Default, Borrower shall not be required to pay for more than one property condition assessment report per calendar year.

ARTICLE 7 - LEASES AND RENTS

Section 7.01 Representations and Warranties.

The representations and warranties made by Borrower to Lender in this Section 7.01 are made as of the Effective Date and are true and correct except as disclosed on the Exceptions to Representations and Warranties Schedule.

(a) Prior Assignment of Rents.

Borrower has not executed any:

(1) prior assignment of Master Lease Rents or Rents (other than an assignment of Rents securing prior indebtedness that has been paid off and discharged or will be paid off and discharged with the proceeds of the Mortgage Loan); or

(2) instrument which would prevent Lender from exercising its rights under this Loan Agreement, the Security Instrument or the Master Lease Assignment of Rents.

(b) Prepaid Rents.

Borrower has not accepted, and does not expect to receive prepayment of, any Master Lease Rents or Rents for more than two (2) months prior to the due dates of such Master Lease Rents or Rents.

(c) Rent Roll.

Attached to this Loan Agreement as Exhibit A is a true and correct copy of the rent roll reflecting the Leases (the “Rent Roll”).  To Borrower’s knowledge, tenants listed thereon are (i) in place and occupying the corresponding units, or have subleases disclosed to Lender in writing prior to the date hereof and (ii) are the party from which Master Tenant receives rental payments with respect to each applicable Lease.  Borrower is the sole owner of the entire landlord’s interest in the Master Lease, and Master Tenant is the sole owner of the entire landlord’s interest in each Lease and no Person other than Master Tenant owns any interest in any payments due under any Lease.

Section 7.02 Covenants.

(a) Leases.

Borrower shall cause Master Tenant to:

(1) comply in all material respects with and observe the landlord’s obligations under all Leases, including Master Tenant’s obligations pertaining to the maintenance and disposition of tenant security deposits;

(2) surrender possession of the Mortgaged Property, including all Leases and all security deposits and prepaid Rents, immediately upon the termination of the Master Lease;

(3) require that all Residential Leases have initial terms of not less than six (6) months and not more than twenty-four (24) months (however, if customary in the applicable market for properties

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comparable to the Mortgaged Property, Residential Leases with terms of less than six (6) months (but in no case less than one (1) month) may be permitted with Lender’s prior written consent), provided however, Short-Term Rentals of not more than 24 apartment units (regardless of the duration of the term) shall be permitted; and

(4) promptly provide Lender a copy of any non-Residential Lease at the time such Lease is executed (subject to Lender’s consent rights for Material Commercial Leases in Section 7.02(b)) and, upon Lender’s written request, promptly provide Lender a copy of any Residential Lease then in effect.

(b) Commercial Leases.

(1) With respect to Material Commercial Leases, if any, Borrower shall not, and shall not permit Master Tenant to:

(A) enter into any Material Commercial Lease except with the prior written consent of Lender; or

(B) modify the terms of, extend, or terminate any Material Commercial Lease (including any Material Commercial Lease in existence on the Effective Date) without the prior written consent of Lender.

(2) With respect to any non-Material Commercial Lease, Borrower shall not, and shall not permit Master Tenant to:

(A) enter into any non-Material Commercial Lease that materially alters the use and type of operation of the premises subject to the Lease in effect as of the Effective Date or reduces the number or size of residential units at the Mortgaged Property; or

(B) modify the terms of any non-Material Commercial Lease (including any non-Material Commercial Lease in existence on the Effective Date) in any way that materially alters the use and type of operation of the premises subject to such non-Material Commercial Lease in effect as of the Effective Date, reduces the number or size of residential units at the Mortgaged Property, or results in such non-Material Commercial Lease being deemed a Material Commercial Lease.

(3) With respect to any Material Commercial Lease or non-Material Commercial Lease, Borrower shall require that Master Tenant cause the applicable tenant to provide within ten (10) days after a request by Borrower, a certificate of estoppel, or if not provided by tenant within such ten (10) day period, Borrower shall provide such certificate of estoppel, certifying:

(A) that such Material Commercial Lease or non-Material Commercial Lease is unmodified and in full force and effect (or if there have been modifications, that such Material Commercial Lease or non-Material Commercial Lease is in full force and effect as modified and stating the modifications);

(B) the term of the Lease including any extensions thereto;

(C) the dates to which the Rent and any other charges hereunder have been paid by tenant;

(D) the amount of any security deposit delivered to Borrower as landlord;

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(E) whether or not Borrower is in default (or whether any event or condition exists which, with the passage of time, would constitute an event of default) under such Lease;

(F) the address to which notices to tenant should be sent; and

(G) any other information as may be reasonably required by Lender.

(c) Payment of Rents.

Borrower shall:

(1) deposit, or cause any property manager to deposit, all Master Lease Rents payable to Borrower into the Deposit Account within one (1) Business Day after receipt of such Master Lease Rents, and following termination of the Master Lease, deposit, or cause any property manager to deposit, all Rents derived from the Mortgaged Property into the Deposit Account within one (1) Business Day after receipt of such Rent;

(2) pay to Lender upon demand all Rents payable to Borrower after termination of the Master Lease;

(3) cooperate with Lender’s efforts in connection with the assignment of Rents set forth in the Security Instrument and the Master Lease Assignment of Rents; and

(4) not accept Master Lease Rents or Rent under any Lease (whether a Residential Lease or a non-Residential Lease) for more than two (2) months in advance.

(d) Assignment of Rents.

Borrower shall not:

(1) perform any acts or execute any instrument that would prevent Lender from exercising its rights under the assignment of rents granted in the Security Instrument, in any other Loan Document, or in the Master Lease Assignment of Rents;

(2) interfere with Lender’s collection of such Master Lease Rents and/or Rents; or

(3) permit Master Tenant to perform any acts or execute any instrument that would prevent Lender from exercising its rights under the Master Lease Assignment of Rents.

(e) [Reserved].

(f) Options to Purchase by Tenants.

Neither the Master Lease nor any Lease (whether a Residential Lease or a non-Residential Lease) shall contain an option to purchase, right of first refusal to purchase or right of first offer to purchase.

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Section 7.03 Mortgage Loan Administration Regarding Leases and Rents.

(a) Material Commercial Lease Requirements.

Borrower shall not permit Master Tenant to enter into any Material Commercial Lease. Following termination of the Master Lease, each Material Commercial Lease, if any, including any renewal or extension of any Material Commercial Lease in existence as of the Effective Date, shall provide, directly or pursuant to a subordination, non-disturbance and attornment agreement approved by Lender, that:

(1) the tenant shall, upon written notice from Lender after the occurrence of an Event of Default, pay all Rents payable under such Lease to Lender;

(2) such Lease and all rights of the tenant thereunder are expressly subordinate to the lien of the Security Instrument;

(3) the tenant shall attorn to Lender and any purchaser at a Foreclosure Event (such attornment to be self-executing and effective upon acquisition of title to the Mortgaged Property by any purchaser at a Foreclosure Event or by Lender in any manner);

(4) the tenant agrees to execute such further evidences of attornment as Lender or any purchaser at a Foreclosure Event may from time to time request; and

(5) such Lease shall not terminate as a result of a Foreclosure Event unless Lender or any other purchaser at such Foreclosure Event affirmatively elects to terminate such Lease pursuant to the terms of the subordination, non-disturbance and attornment agreement.

(b) Residential Lease Form.

Borrower shall require that all Residential Leases entered into by Master Tenant from and after the Effective Date shall be on forms approved by Lender, such approval not to be unreasonably withheld, conditioned or delayed.

ARTICLE 8 - BOOKS AND RECORDS; FINANCIAL REPORTING

Section 8.01 Representations and Warranties.

The representations and warranties made by Borrower to Lender in this Section 8.01 are made as of the Effective Date and are true and correct except as disclosed on the Exceptions to Representations and Warranties Schedule.

(a) Financial Information.

All financial statements and data, including statements of cash flow and income and Operating Expenses, that have been delivered to Lender in respect of the Mortgaged Property, to the Borrower’s knowledge:

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(1) are true, complete, and correct in all material respects; and
(2) accurately represent the financial condition of the Mortgaged Property as of such date.
--- ---

(b) No Change in Facts or Circumstances.

All information in the Loan Application and in all financial statements, rent rolls, reports, certificates, and other documents submitted in connection with the Loan Application are complete and accurate in all material respects.  There has been no material adverse change in any fact or circumstance that would make any such information incomplete or inaccurate.

Section 8.02 Covenants.

(a) Obligation to Maintain Accurate Books and Records.

Borrower shall keep and maintain at all times at the Mortgaged Property or the property management agent’s offices or Borrower’s General Business Address and, upon Lender’s written request, shall make available to Lender:

(1) complete and accurate books of account and records (including copies of supporting bills and invoices) adequate to reflect correctly the operation of the Mortgaged Property; and

(2) copies of all written contracts, Leases, and other instruments that affect Borrower or the Mortgaged Property.

Borrower shall cause Master Tenant to keep and maintain at all times at the Mortgaged Property or the property management agent’s offices and, upon Lender’s written request, shall make available to Lender:

(3) complete and accurate books of account and records (including copies of supporting bills and invoices) adequate to reflect correctly the operation of the Mortgaged Property; and

(4) copies of all written contracts, Leases, and other instruments that affect Master Tenant or the Mortgaged Property.

(b) Items to Furnish to Lender.

Borrower shall furnish, or shall cause Master Tenant to furnish, to Lender the following, certified as true, complete, and accurate, in all material respects, by an individual having authority to bind Borrower or Master Tenant (or Guarantor, as applicable), in such form and with such detail as Lender reasonably requires:

(1) within sixty (60) days after the end of each first, second, third and fourth calendar quarter, a statement of income and expenses for Borrower and Master Tenant on a year-to-date basis as of the end of each calendar quarter;

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(2) within one hundred twenty (120) days after the end of each calendar year:

(A) a complete copy of Borrower’s, and cause Master Tenant and Guarantor to provide a complete copy of their respective, annual financial statements certified as true and correct by the party providing such statements, prepared by an independent certified public accountant in accordance with an Approved Accounting Method (or another accounting basis reasonably acceptable to Lender, consistently applied) covering the Mortgaged Property for such calendar year and containing statements of profit and loss for Borrower, Master Tenant, Guarantor and the Mortgaged Property and a balance sheet for Borrower and Guarantor.  Notwithstanding the foregoing, the annual financial statements of Borrower, Master Tenant and Guarantor shall not be required to be prepared by an independent certified public accountant (but for the avoidance of doubt, shall be certified as true and correct by Borrower, Master Tenant and Guarantor, as applicable) so long as no Event of Default then exists.  Such statements of Borrower and Master Tenant shall set forth the financial condition and the results of operations for the Mortgaged Property for such calendar year, as applicable, and shall include, but not be limited to, amounts representing annual net cash flow, net operating income, Gross Income from Operations and Operating Expenses, for Borrower or Master Tenant, as the case may be.  Such financial statements shall be accompanied by an Officer’s Certificate certifying that each annual financial statement fairly presents the financial condition and the results of operations of Borrower, Guarantor, Master Tenant and the Mortgaged Property subject to such reporting, and that such financial statements have been prepared in accordance with an Approved Accounting Method (or such other accounting bases reasonably acceptable to Lender); and

(B) upon Lender’s written request, a written certification ratifying and affirming that:

(i) Borrower or Master Tenant, as applicable, has taken no action in violation of Section 4.02(d) regarding its special purpose status;

(ii) Borrower or Master Tenant, as applicable, has received no notice of any building code violation, or if Borrower or Master Tenant, as applicable, has received such notice, evidence of remediation;

(iii) Borrower or Master Tenant, as applicable, has made no application for rezoning or received any notice that the Mortgaged Property has been or is being rezoned; and

(iv) Borrower or Master Tenant, as applicable, has taken no action and has no knowledge of any action that would violate the provisions of Section 11.02(b)(1)(F) regarding liens encumbering the Mortgaged Property.

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(3) within forty-five (45) days after the end of each first, second, third and fourth calendar quarter, and at any other time upon Lender’s written request, a rent schedule for the Mortgaged Property showing the name of each tenant and for each tenant, the space occupied, the lease expiration date, the rent payable for the current month, the date through which rent has been paid, and any related information requested by Lender;

(4) within ten (10) Business Days after Lender’s written request (but, absent an Event of Default, no more frequently than once in any calendar quarter), such further detailed information with respect to the direct and/or indirect ownership and Control of Borrower, the operation of the Mortgaged Property and the financial affairs of Borrower or Master Tenant as may be reasonably requested by Lender;

(5) Upon Lender’s request during the continuance of an Event of Default, an accounting of all security deposits held pursuant to all Leases, including the name of the institution (if any) and the names and identification numbers of the accounts (if any) in which such security deposits are held and the name of the person to contact at such financial institution, along with any authority or release necessary for Lender to access information regarding such accounts; and

(6) an Annual Budget not later than thirty (30) days prior to the commencement of each fiscal year of Borrower, which, during the continuance of a Cash Management Period, shall be subject to the approval of Lender, which shall not be unreasonably withheld, along with any amendments or modifications thereto.  In the event that Lender objects to a proposed Annual Budget submitted by Borrower during the continuance of a Cash Management Period, Lender shall advise Borrower of such objections within fifteen (15) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise such Annual Budget and resubmit the same to Lender.  Lender shall advise Borrower of any objections to such revised Annual Budget within ten (10) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise the same in accordance with the process described in this subsection until Lender approves the Annual Budget.  Until such time that Lender approves a proposed Annual Budget, which approval shall not be unreasonably withheld, conditioned or delayed, the most recent Annual Budget shall apply; provided that, such approved Annual Budget shall be adjusted to reflect (A) actual increases in Impositions, utilities expenses and expenses under any property management agreement and (B) up to five percent (5%) increases in any budgeted line items provided such increases do not exceed a five percent (5%) increase in the Annual Budget in the aggregate.

(c) Audited Financials.

In the event Borrower or Master Tenant receives or obtains any audited financial statements and such financial statements are required to be delivered to Lender under Section 8.02(b), Borrower shall deliver or cause to be delivered to Lender the audited versions of such financial statements.  In the event Guarantor receives or obtains audited annual financial statements Borrower shall, upon request, cause to be delivered to Lender the audited versions of such financial statements.

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(d) Delivery of Books and Records.

If an Event of Default has occurred and is continuing, Borrower shall deliver or provide reasonable access to Lender, upon written demand, all books and records relating to the Mortgaged Property or its operation.

(e) Failure to Deliver Books and Records.

If Borrower fails to provide (or fails to cause Master Tenant to provide) to Lender or its designee any of the financial statements, certificates, reports or information (the “Required Records”) required by this Section 8.02 within thirty (30) days of the applicable time periods set forth in this Section 8.02, Lender shall have the option, upon ten (10) days’ prior written notice to Borrower, to gain access to Borrower’s books and records and prepare or have prepared, at Borrower’s expense, any Required Records not delivered by Borrower.

Section 8.03 Mortgage Loan Administration Matters Regarding Books and Records and Financial Reporting.

(a) Lender’s Right to Obtain Audited Books and Records.

Lender may require that Borrower’s, Master Tenant’s or Guarantor’s books and records be audited, at Borrower’s expense, by an independent certified public accountant approved by Lender in order to produce or audit any statements, schedules, and reports of Borrower, Master Tenant, Guarantor, or the Mortgaged Property required by Section 8.02, if an Event of Default (and in the case of Master Tenant, a Material Master Lease Default) has occurred and is continuing. Borrower shall cooperate with Lender in order to satisfy the provisions of this Section 8.03(a). Notwithstanding the foregoing, Borrower, Master Tenant and Guarantor shall not be required to provide such audited statements if they provide to Lender audited statements dated not more than twelve (12) months prior to the date of such demand.  In addition, if Guarantor’s audited financials include the requisite property-level detail such that Borrower and/or Master Tenant audited financials would be duplicative, Borrower shall only be required to provided Guarantor’s audited financials.  All related costs and expenses of Lender shall become due and payable by Borrower within ten (10) Business Days after demand therefor.

(b) [Reserved].

ARTICLE 9 - INSURANCE

Section 9.01 Representations and Warranties.

The representations and warranties made by Borrower to Lender in this Section 9.01 are made as of the Effective Date and are true and correct except as disclosed on the Exceptions to Representations and Warranties Schedule.

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(a) Compliance with Insurance Requirements.

Borrower and/or Master Tenant are in compliance with Lender’s insurance requirements (or has obtained a written waiver from Lender for any non-compliant coverage) and has timely paid all premiums on all required insurance policies.

(b) Property Condition.

(1) The Mortgaged Property has not been damaged by fire, water, wind, or other cause of loss; or

(2) if previously damaged, any previous damage to the Mortgaged Property has been repaired and the Mortgaged Property has been fully restored.

Section 9.02 Covenants.

(a) Insurance Requirements.

(1) As required by Lender and applicable law, and as may be modified from time to time, Borrower shall (or shall cause Master Tenant to):

(A) keep the Improvements insured at all times against any hazards, which insurance shall include coverage against loss by fire and all other perils insured by the “special causes of loss” coverage form (i) in an amount equal to not less than (a) one hundred percent (100%) of the full insurable value written on a Replacement Cost basis, which for purposes of this Loan Agreement shall mean actual replacement value (exclusive of costs of excavations, foundations, underground utilities and footings) with no deduction for depreciation,; (ii) containing either an agreed amount endorsement with respect to the Improvements and Personal Property or a waiver of all co-insurance provisions; (iii) providing for no “all other perils” deductible in excess of $100,000; (iv) insuring against at least those risks and hazards that are commonly insured against under a “special causes of loss” form of policy, as the same shall exist on the date hereof (including, without limitation, windstorm, hail and “named storm” coverage and foreign and domestic terrorism coverage), together with any increase in the scope of coverage provided under such form after the date hereof; (v)  with loss payable to Lender; and (vi) if any of the Improvements or the use of the Mortgaged Property shall at any time constitute legal non-conforming structures or uses, providing coverage for Ordinance or Law coverage, coverage for loss to the undamaged portion of the building (with sublimits acceptable to Lender in its sole discretion) cost, “Demolition Costs” (with sublimits acceptable to Lender in its sole discretion) and “Increased Cost of Construction” (with sublimits acceptable to Lender in its sole discretion);

(B) maintain commercial general liability insurance, including foreign and domestic terrorism coverage, against all claims for personal injury, bodily injury, death or property damage occurring upon, in or about the Mortgaged Property, including, if applicable, “Dram Shop” or other liquor liability coverage if the Borrower sells or distributes alcoholic beverages from the Mortgaged Property, such insurance (A) to be on the so-called “occurrence” form with a general aggregate limit of not less than $2,000,000 and a per occurrence limit of not less than $1,000,000 with no deductible or self-insured retention in excess of $25,000 per occurence; (B) to continue at not less than the aforesaid limit until required to be changed by Lender in writing by reason of changed economic

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conditions making such protection inadequate; and (C) to cover at least the following hazards: (1) premises and operations; (2) products and completed operations on an “if any” basis; (3) independent contractors; (4) contractual liability for all insured contracts; and (5) contractual liability covering the indemnities contained in herein to the extent the same is available;

(C) maintain loss of rents or business interruption insurance, as applicable, including foreign and domestic terrorism coverage, (i) with loss payable to Lender; (ii) covering all risks required to be covered by the insurance provided for in subsections (A), (B), (D) and (F) through (H); and (iii) which provides that after the physical loss to the Improvements and Personal Property occurs, the loss of rents or income, as applicable, will be insured until completion of Restoration or the expiration of twelve (12) months, whichever first occurs, and notwithstanding that the policy may expire prior to the end of such period; and (D) which contains an extended period of indemnity endorsement which provides that after the physical loss to the Improvements and Personal Property has been repaired, the continued loss of income will be insured until such income either returns to the same level it was at prior to the loss, or the expiration of six (6) months from the date that the Mortgaged Property is repaired or replaced and operations are resumed, whichever first occurs, and notwithstanding that the policy may expire prior to the end of such period;

(D) maintain insurance for loss resulting from perils and acts of terrorism on terms (including amounts) consistent with those required under Section 9.02(a)(1)(A), ((B)), ((C)), (G) and ((K)) above at all times during the term of the Mortgage Loan, provided that, for so long as the Terrorism Risk Insurance Act of 2002, as extended and modified by the Terrorism Risk Insurance Program Reauthorization Act of 2015 (as the same may be further modified, amended, or extended, “TRIPRA”) or subsequent statute, extension, or reauthorization is in effect and covers both foreign and domestic acts of terror, the provisions of TRIPRA shall determine the acts of terrorism for which coverage shall be required;

(E) if any portion of the Improvements is currently or at any time in the future located in a “special flood hazard area” designated by the Federal Emergency Management Agency, maintain flood hazard insurance covering building and contents in an amount equal to not less than the lesser of (i) the maximum amount of such insurance available under the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973 or the National Flood Insurance Reform Act of 1994, as each may be amended, (ii) the outstanding principal amount of the Mortgage Loan, or (C) the insurable value of the Mortgaged Property, including business income coverage, together with such “excess flood” insurance naming Lender as mortgagee and loss payee in such amount and with such deductible as Lender may reasonably require, with total combined flood insurance requirements not to exceed the insurable value of the value of the insurable improvements at and below grade;

(F) if the Mortgaged Property is located in an area with a high degree of seismic activity as determined by Lender, and the probable maximum loss (“PML”) as determined by Lender in the event of an earthquake would exceed 20% of the full replacement cost of the Improvements, maintain earthquake insurance in form and substance satisfactory to Lender in an amount not less than one hundred percent (100%) of the PML or such additional amount as may be required by Lender, plus loss of rents or business interruption; with such PML being based on a 475-year return period, exposure period of 50 years and a 10% probability of exceedance, provided that such earthquake insurance shall be on terms

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consistent with the special causes of loss form required under subsection (A) above;

(G) at all times during which structural construction, repairs or alterations are being made with respect to the Improvements, and only if the Mortgaged Property coverage form does not otherwise apply, (i) maintain owner’s contingent or protective liability insurance covering claims not covered by or under the terms or provisions of the above mentioned commercial general liability insurance policy; and (ii) the insurance provided for in subsection (A) above written in a so-called Builder’s Risk Completed Value form (1) on a non-reporting basis, (2) against “special causes of loss” insured against pursuant to subsection (A) above, (3) including permission to occupy the Mortgaged Property, and (4) with an agreed amount endorsement waiving co-insurance provisions.  All coverage will be in form, substance and with deductibles acceptable to Lender;

(H) maintain comprehensive boiler and machinery insurance, if applicable, in amounts and with deductibles as shall be reasonably required by Lender on terms consistent with the commercial property insurance policy required under subsection (A) above;

(I) at any time Borrower has any direct employees, maintain workers’ compensation, subject to the statutory limits of the state in which the Mortgaged Property is located, and maintain employer’s liability insurance with a limit of at least $1,000,000 per accident and per disease per employee, and $1,000,000 for disease aggregate in respect of any work or operations on or about the Mortgaged Property, or in connection with the Mortgaged Property or its operation;

(J) at any time Borrower has any direct employees or owns any motor vehicles, automobile liability insurance for bodily injury and property damage in the amount of $1,000,000 combined and covering all owned, non-owned and hired vehicles.

(K) Umbrella liability insurance (including foreign and domestic terrorism coverage) covering bodily injury and property damage with limits of not less than $25,000,000 per occurrence in excess of Section 9.02(a)(1)(B) above.

(L) insurance against employee dishonesty in amounts acceptable to Lender (if applicable to the Mortgaged Property and Borrower); and

(M) such other insurance and in such amounts as Lender from time to time may reasonably request against such other insurable hazards which at the time are commonly insured against for property similar to the Mortgaged Property located in or around the region in which the Mortgaged Property is located.

(b) Delivery of Policies, Renewals, Notices, and Proceeds.

Borrower shall:

(1) cause all insurance policies (including any policies not otherwise required by Lender) which can be endorsed with standard non-contributing, non-reporting mortgagee clauses and loss payee clauses making loss payable to Lender (or Lender’s assigns) to be so endorsed.  All liability policies shall name Lender as an Additional Insured;

(2) cause all insurance policies to be issued by financially sound and responsible insurance companies authorized and admitted to do business in the Property Jurisdiction with a financial strength rating of at least “A” and a financial size category of at least “VIII” from Alfred M. Best Company, Inc.

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and a claims paying ability and financial strength rating of at least “A-” or better by S&P (and the equivalent ratings for Moody’s, and Fitch to the extent each such Rating Agency rates the insurance company and is rating the Securities). Notwithstanding the foregoing, Borrower shall be permitted to maintain a portion of the coverage required hereunder with insurance companies which do not meet the foregoing requirements in their current participation amounts and positions with the syndicate provided that if, the current AM Best rating of any such carrier is withdrawn or downgraded below an “A- VIII”, Borrower shall replace any carrier with an insurance company meeting the rating requirements set forth hereinabove;

(3) cause all insurance policies to include a waiver of subrogation in favor of the Lender;

(4) promptly deliver to Lender a copy of all renewal and other notices received by Borrower with respect to the policies and all receipts for paid premiums;

(5) deliver evidence, in form and content acceptable to Lender, that each required insurance policy under this Article 9 has been renewed prior to the applicable expiration date, and (if such evidence is other than an original or duplicate original of a renewal policy) deliver the original or duplicate original of each renewal policy (or such other evidence of insurance as may be required by or acceptable to Lender) in form and content acceptable to Lender within ninety (90) days after the applicable expiration date of the original insurance policy;

(6) provide immediate written notice to the insurance company and to Lender of any event of loss;

(7) execute such further evidence of assignment of any insurance proceeds as Lender may require;

(8) cause all insurance policies to contain a clause or endorsement to the effect that such insurance policy will not be canceled without least thirty (30) days’ (or in the case of non-payment of insurance premiums, ten (10) days’) prior written notice to Lender and any other party named therein as an additional insured; and

(9) provide immediate written notice to Lender of Borrower’s receipt of any insurance proceeds under any insurance policy required by Section 9.02(a)(1) above and, if requested by Lender, deliver to Lender all of such proceeds received by Borrower to be applied by Lender in accordance with this Article 9.

Section 9.03 Mortgage Loan Administration Matters Regarding Insurance

(a) Lender’s Ongoing Insurance Requirements.

Borrower acknowledges that Lender’s insurance requirements may change from time to time.  If requested by Lender, upon renewal, Borrower shall provide (or cause Master Tenant to provide) new insurance policies or renewals of insurance policies required by this Loan Agreement reflecting such changes which at the time are commonly required for properties similar to the Mortgaged Property and located in or around the region in which the Mortgaged Property is located.

BORROWER ACKNOWLEDGES THAT ANY FAILURE OF BORROWER TO COMPLY (OR TO CAUSE MASTER TENANT TO COMPLY) WITH THE REQUIREMENTS SET FORTH IN SECTION 9.02(A) OR SECTION 9.02(B)(5) ABOVE SHALL PERMIT LENDER TO PURCHASE, WITH ADVANCE WRITTEN NOTICE OF NO LESS THAN 10 BUSINESS DAYS TO BORROWER, UNLESS COVERAGE HAS LAPSED OR BEEN VOIDED,  THE APPLICABLE INSURANCE AT BORROWER’S COST.  SUCH

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INSURANCE MAY, BUT NEED NOT, PROTECT BORROWER’S INTERESTS.  THE COVERAGE THAT LENDER PURCHASES MAY NOT PAY ANY CLAIM THAT BORROWER MAKES OR ANY CLAIM THAT IS MADE AGAINST BORROWER IN CONNECTION WITH THE MORTGAGED PROPERTY.  IF LENDER PURCHASES INSURANCE FOR THE MORTGAGED PROPERTY AS PERMITTED HEREUNDER, BORROWER WILL BE RESPONSIBLE FOR THE COSTS OF THAT INSURANCE, INCLUDING INTEREST AT THE DEFAULT RATE AND ANY OTHER CHARGES LENDER MAY IMPOSE IN CONNECTION WITH THE PLACEMENT OF THE INSURANCE UNTIL THE EFFECTIVE DATE OF THE CANCELLATION OR THE EXPIRATION OF THE INSURANCE.  THE COSTS OF THE INSURANCE SHALL BE ADDED TO BORROWER’S TOTAL OUTSTANDING BALANCE OR OBLIGATION AND SHALL CONSTITUTE ADDITIONAL INDEBTEDNESS.  THE COSTS OF THE INSURANCE MAY BE MORE THAN THE COST OF INSURANCE BORROWER AND/OR MASTER TENANT MAY BE ABLE TO OBTAIN ON ITS OWN. BORROWER AND/OR MASTER TENANT MAY LATER CANCEL ANY INSURANCE PURCHASED BY LENDER, BUT ONLY AFTER PROVIDING EVIDENCE THAT BORROWER AND/OR MASTER TENANT HAS OBTAINED INSURANCE AS REQUIRED BY THIS LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS.

(b) Application of Proceeds on Event of Loss.

(1) In the event of a Casualty for which insurance proceeds are payable, Lender may, at Lender’s option:

(A) hold such proceeds in the Restoration Reserve Account to be applied to reimburse Borrower for the cost of Restoration (in accordance with Article 13 and Lender’s then-current policies relating to the Restoration of similar multifamily residential properties); or

(B) apply such proceeds to the payment of the Indebtedness, whether or not then due; provided, however, if such proceeds are less than or equal to $1,000,000, Lender shall not exercise its rights and remedies as power-of-attorney herein and shall allow Borrower to make proof of loss, to adjust and compromise any claims under policies of property damage insurance, to appear in and prosecute any action arising from such policies of property damage insurance, and to collect and receive the proceeds of property damage insurance, and shall permit Restoration pursuant to Section 9.03(b)(1) if all of the following conditions are met:

(i) no Event of Default has occurred and is continuing (or any event which, with the giving of written notice or the passage of time, or both, would constitute an Event of Default has occurred and is continuing);

(ii) Borrower delivers to Lender a written undertaking to expeditiously commence and to satisfactorily complete with due diligence the Restoration;

(iii) the Master Lease shall remain in full force and effect during and after the completion of the Restoration, notwithstanding the occurrence of such Casualty or Condemnation;

(iv) Lender determines that the Restoration will be completed before the earlier of (6) six months before the Stated Maturity Date, or (2) one year after the date of the loss or casualty.

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(2) Notwithstanding the foregoing, if any loss is estimated to be in an amount greater than $1,000,000, but  less than or equal to $3,500,000, Lender shall not exercise its rights and remedies as power-of-attorney herein and shall allow Borrower to make proof of loss, to adjust and compromise any claims under policies of property damage insurance, to appear in and prosecute any action arising from such policies of property damage insurance, and to collect and receive the proceeds of property damage insurance, and shall permit Restoration, provided that each of the following conditions shall be satisfied:

(A) The conditions in Section 9.03(b)1)(B) are satisfied;

(B) Lender determines that the combination of insurance proceeds and amounts provided by Borrower will be sufficient funds to complete the Restoration;

(C) all proceeds of property damage insurance shall be issued in the form of joint checks to Borrower and Lender;

(D) all proceeds of property damage insurance shall be applied to the Restoration;

(E) Lender determines that the Net Cash Flow generated by the Mortgaged Property after completion of the Restoration will be sufficient to support an Actual DSCR not less than the Actual DSCR immediately prior to the event of loss, but in no event less than 1.25 to 1.0 (the Actual DSCR shall be calculated on a thirty (30) year amortizing basis (if applicable, on a proforma basis approved by Lender) in all events and shall include all operating costs and other expenses, Imposition Deposits, deposits to Collateral Accounts, and Mortgage Loan repayment obligations).

(F) Borrower shall deliver to Lender evidence satisfactory to Lender of completion of the Restoration and obtainment of all lien releases or partial lien releases, as applicable;

(G) Borrower shall have complied to Lender’s satisfaction with the foregoing requirements on any prior claims subject to this provision, if any; and

(H) Lender shall have the right to inspect the Mortgaged Property (subject to the rights of tenants under the Leases).

(3) If Lender elects to apply insurance proceeds to the Indebtedness in accordance with the terms of this Loan Agreement, Borrower shall not be obligated to restore or repair the Mortgaged Property.  Rather, Borrower shall restrict access to the damaged portion of the Mortgaged Property and, at its expense and regardless of whether such costs are covered by insurance, clean up any debris resulting from the casualty event, and, if required or otherwise permitted by Lender, demolish or raze any remaining part of the damaged Mortgaged Property to the extent necessary to keep and maintain the Mortgaged Property in a safe, habitable, and marketable condition.  Nothing in this Section 9.03(b) shall affect any of Lender’s remedial rights against Borrower in connection with a breach by Borrower of any of its obligations under this Loan Agreement or under any Loan Document, including any failure to timely pay Monthly Debt Service Payments or maintain the insurance coverage(s) required by this Loan Agreement.

(c) Payment Obligations Unaffected.

The application of any insurance proceeds to the Indebtedness shall not extend or postpone the Stated Maturity Date, or the due date or the full payment of any Monthly Debt Service Payment, any Monthly Replacement Reserve Deposit, or any other installments referred to in this Loan Agreement or in any other Loan

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Document.

(d) Foreclosure Sale.

If the Mortgaged Property is transferred pursuant to a Foreclosure Event or Lender otherwise acquires title to the Mortgaged Property, Borrower acknowledges that Lender shall automatically succeed to all rights of Borrower in and to any insurance policies and unearned insurance premiums applicable to the Mortgaged Property and in and to the proceeds resulting from any damage to the Mortgaged Property prior to such Foreclosure Event or such acquisition.

(e) Appointment of Lender as Attorney-In-Fact.

Borrower hereby authorizes and appoints Lender as attorney-in-fact pursuant to Section 14.03(c).

(f) Prepayment following Casualty or Condemnation.

Lender shall with reasonable promptness following any Casualty or Condemnation notify Borrower whether or not proceeds are required to be made available to Borrower for Restoration pursuant to Section 9.03(f) or Section 10.03.  All such proceeds not required to be made available for Restoration shall be retained and applied by Lender in accordance with Section 2.03(e) hereof (a “Net Proceeds Prepayment”).  If such Net Proceeds Prepayment with respect to any Casualty or Condemnation shall be equal to or greater than $2,000,000, Borrower shall have the right to elect to prepay the Loan in whole, but not in part (a “Casualty/Condemnation Prepayment”) in accordance with Section 2.03(e) hereof upon satisfaction of the following conditions:  (i) within thirty (30) days following the proposed date of the intended Net Proceeds Prepayment, Borrower shall provide Lender with written notice of Borrower’s intention to prepay the Loan less the amount of the Net Proceeds Prepayment, (ii) Borrower shall prepay the Loan in accordance with Section 2.03(e) hereof on or before the third Payment Date occurring following the proposed date of the intended Net Proceeds Prepayment, and (iii) no Event of Default shall exist on the date of such Casualty/Condemnation Prepayment. No Prepayment Premium shall be due in connection with any Casualty/Condemnation Prepayment. Notwithstanding anything herein to the contrary, Borrower shall not have any obligation to commence Restoration of the Mortgaged Property upon delivery of the written notice set forth in clause (i) of the preceding sentence (unless Borrower subsequently shall fail to satisfy the requirement of clause (ii) of the preceding sentence).

ARTICLE 10 - CONDEMNATION

Section 10.01 Representations and Warranties.

The representations and warranties made by Borrower to Lender in this Section 10.01 are made as of the Effective Date and are true and correct except as disclosed on the Exceptions to Representations and Warranties Schedule.

(a) Prior Condemnation Action.

No part of the Mortgaged Property has been taken in connection with a Condemnation Action.

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(b) Pending Condemnation Actions.

No Condemnation Action is pending or, to Borrower’s knowledge, is threatened, in writing, for the partial or total condemnation or taking of the Mortgaged Property.

Section 10.02 Covenants.

(a) Notice of Condemnation.

Borrower shall:

(1) promptly notify Lender of any Condemnation Action of which Borrower has knowledge;

(2) appear in and prosecute or defend, at its own cost and expense, any action or proceeding relating to any Condemnation Action, including any defense of Lender’s interest in the Mortgaged Property tendered to Borrower by Lender, unless otherwise directed by Lender in writing; and

(3) execute such further evidence of assignment of any condemnation award in connection with a Condemnation Action as Lender may require.

(b) Condemnation Proceeds.

Borrower shall pay (or cause Master Tenant to pay, if applicable) to Lender all awards or proceeds of a Condemnation Action promptly upon receipt.

Section 10.03 Mortgage Loan Administration Matters Regarding Condemnation.

(a) Application of Condemnation Awards.

(1) Lender may apply any awards or proceeds of a Condemnation Action, after the deduction of Lender’s expenses incurred in the collection of such amounts, to:

(A) the Restoration of the Mortgaged Property, if applicable;

(B) the payment of the Indebtedness, with the balance, if any, paid to Borrower; or

(C) Borrower.

(2) Notwithstanding the foregoing, if the awards or proceeds of a Condemnation Action are less than or equal to $1,000,000, Lender shall not exercise its rights and remedies as power-of-attorney herein and shall allow Borrower to settle any Condemnation Action, and to collect and receive any award provided that:

(A) no Event of Default has occurred and is continuing (or any event which, with the giving of written notice or the passage of time, or both, would constitute an Event of Default has occurred and is continuing);

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(B) the Restoration will be completed before the earlier of (i) six (6) months before the Stated Maturity Date, or (ii) one year after the date of the Condemnation Action;

(C) Borrower delivers to Lender a written undertaking to expeditiously commence and to satisfactorily complete with due diligence any required Restoration; and

(D) the Master Lease shall remain in full force and effect during and after the completion of the Restoration, notwithstanding the occurrence of such Condemnation Action.

(3) In addition, if the awards or proceeds of a Condemnation Action are estimated to be in an amount greater than $1,000,000, but less than or equal to $3,500,000, Lender shall not exercise its rights and remedies as power-of-attorney herein and shall allow Borrower to settle any Condemnation Action, and to collect and receive any award provided that, provided that each of the following conditions shall be satisfied:

(A) The conditions in Section 10.03(a)(2) above are satisfied;

(B) Borrower shall deliver to Lender evidence satisfactory to Lender of completion of the Restoration and obtainment of all lien releases or partial lien releases, as applicable;

(C) Lender determines that the Net Cash Flow generated by the Mortgaged Property after completion of the Restoration will be sufficient to support an Actual DSCR not less than the Actual DSCR immediately prior to the event of loss, but in no event less than 1.25 to 1.0 (the Actual DSCR shall be calculated on a thirty (30) year amortizing basis (if applicable, on a proforma basis approved by Lender) in all events and shall include all operating costs and other expenses, Imposition Deposits, deposits to Collateral Accounts, and Mortgage Loan repayment obligations);

(D) no material portion of the Improvements or access to the Mortgaged Property is taken pursuant to the Condemnation Action; and

(E) Lender shall have the right to inspect the Mortgaged Property (subject to the rights of tenants under the Leases).

(4) Any remainder of the award or proceeds after completion of the Restoration may be applied by Lender to the payment of the Indebtedness, or paid to Borrower, in Lender’s discretion pursuant to this Section 10.03(a).

(b) Payment Obligations Unaffected.

The application of any awards or proceeds of a Condemnation Action to the Indebtedness shall not extend or postpone the Stated Maturity Date, or the due date or the full payment of any Monthly Debt Service Payment, Monthly Replacement Reserve Deposit, or any other installments referred to in this Loan Agreement or in any other Loan Document.

(c) Appointment of Lender as Attorney-In-Fact.

Borrower hereby authorizes and appoints Lender as attorney-in-fact pursuant to Section 14.03(c).

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(d) Preservation of Mortgaged Property.

If a Condemnation Action results in or from damage to the Mortgaged Property and Lender elects to apply the proceeds or awards from such Condemnation Action to the Indebtedness in accordance with the terms of this Loan Agreement, Borrower shall not be obligated to restore or repair the Mortgaged Property. Rather, Borrower shall restrict access to any portion of the Mortgaged Property which has been damaged or destroyed in connection with such Condemnation Action and, at Borrower’s expense and regardless of whether such costs are covered by insurance, clean up any debris resulting in or from the Condemnation Action, and, if required by any Governmental Authority or otherwise permitted by Lender, demolish or raze any remaining part of the damaged Mortgaged Property to the extent necessary to keep and maintain the Mortgaged Property in a safe, habitable, and marketable condition.  Nothing in this Section 10.03(d) shall affect any of Lender’s remedial rights against Borrower in connection with a breach by Borrower of any of its obligations under this Loan Agreement or under any other Loan Document, including any failure to timely pay Monthly Debt Service Payments or maintain the insurance coverage(s) required by this Loan Agreement.

(e) REMIC Provision.

Notwithstanding anything to the contrary contained herein or any other Loan Document, following a Securitization of the Mortgage Loan or any portion thereof or interest therein, if, immediately following a release of the Mortgaged Property or any portion thereof from the Lien of the Security Instrument, the ratio of the unpaid principal balance of the Mortgage Loan to the value of the remaining Mortgaged Property (as determined by Lender using any commercially reasonable valuation method, but based solely on the value of real property and excluding personal property and going-concern value) (the “LTV Ratio”) is greater than one hundred twenty-five percent (125%), then Borrower shall be required to repay a portion of the principal balance of the Indebtedness by an amount equal to the least of the following amounts: (i) the net award or net proceeds, (ii) the fair market value of the released property at the time of the release, and (iii) an amount such that the LTV Ratio following the release is not greater than the LTV Ratio immediately prior to the release, unless Lender receives an opinion of counsel that if such amount is not paid, the applicable Securitization will not fail to maintain its status as a REMIC Trust as a result of the related release of such portion of the Lien of the Security Instrument.

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ARTICLE 11 - LIENS, TRANSFERS, AND ASSUMPTIONS

Section 11.01 Representations and Warranties.

The representations and warranties made by Borrower to Lender in this Section 11.01 are made as of the Effective Date and are true and correct except as disclosed on the Exceptions to Representations and Warranties Schedule.

(a) No Labor or Materialmen’s Claims.

All parties furnishing labor and materials on behalf of Borrower have been paid in full. There are no mechanics’ or materialmen’s liens (whether filed or unfiled) outstanding for work, labor, or materials (and no claims or work outstanding that under applicable law could give rise to any such mechanics’ or materialmen’s liens) affecting the Mortgaged Property, whether prior to, equal with, or subordinate to the lien of the Security Instrument.

(b) No Other Interests.

No Person:

(1) other than Borrower and Master Tenant has any possessory ownership or interest in the Mortgaged Property or right to occupy the same except under and pursuant to the provisions of existing Leases, the material terms of all such Leases having been previously disclosed in writing to Lender; or

(2) has an option, right of first refusal, or right of first offer to purchase the Mortgaged Property or any interest therein.

Section 11.02 Covenants.

(a) Liens; Encumbrances.

Borrower shall not permit the grant, creation, or existence of any Lien, whether voluntary, involuntary, or by operation of law, on all or any portion of the Mortgaged Property (including any voluntary, elective, or non-compulsory tax lien or assessment pursuant to a voluntary, elective, or non-compulsory special tax district or similar regime) other than:

(1) Permitted Encumbrances;

(2) the creation of any tax lien, municipal lien, utility lien, mechanics’ lien, materialmen’s lien, or judgment lien against the Mortgaged Property if bonded off, released of record, or otherwise remedied to Lender’s satisfaction within sixty (60) days after the earlier of the date Borrower has actual notice or constructive notice of the existence of such lien; and

(3) the lien created by the Loan Documents.

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(b)Transfers.

(1) Mortgaged Property.

Borrower shall not Transfer, or cause or permit a Transfer of, all or any part of the Mortgaged Property (including any interest in the Mortgaged Property) other than:

(A) a Transfer to which Lender has consented in writing;

(B) Leases permitted pursuant to the Loan Documents;

(C) the Master Lease;

(D) a Transfer of obsolete or worn out Personalty or Fixtures that are contemporaneously replaced by items of equal or better function and quality which are free of Liens (other than those created by the Loan Documents);

(E) the grant of an easement, servitude, or restrictive covenant to which Lender has consented, and Borrower has paid to Lender, upon demand, all costs and expenses incurred by Lender in connection with reviewing Borrower’s request (including reasonable attorneys’ fees and a $5,000 review fee, which shall be in lieu of any other Review Fee or Transfer Fee);

(F) a lien permitted pursuant to Section 11.02(a) of this Loan Agreement; or

(G) the conveyance of the Mortgaged Property following a Foreclosure Event.

(2) Interests in Borrower, Key Principal, or Guarantor.

Other than a Transfer to which Lender has consented in writing or a Transfer expressly permitted pursuant to the terms hereof, Borrower shall not Transfer, or cause or permit to be Transferred:

(A) any direct or indirect ownership interest in Borrower, SPE Component Entity, Key Principal, or Guarantor (if applicable) if such Transfer would cause a change in Control;

(B)a direct or indirect Restricted Ownership Interest in Borrower, SPE Component Entity, Key Principal, or Guarantor (if applicable);

(C) forty-nine percent (49%) or more of Key Principal’s or Guarantor’s direct or indirect ownership interests in Borrower that existed on the Effective Date (individually or on an aggregate basis); provided, however, that Key Principal or an Affiliate of Cantor Fitzgerald, L.P. shall at all times own (in the aggregate) at least twenty five percent (25%) of the direct or indirect interests in Borrower;

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(D) the economic benefits or rights to cash flows attributable to any ownership interests in Borrower, SPE Component Entity, Key Principal, or Guarantor (if applicable) separate from the Transfer of the underlying ownership interests if the Transfer of the underlying ownership interest is prohibited by this Loan Agreement; or

(E) a Transfer to a new key principal or new guarantor (if such new key principal or guarantor is an entity), which entity has an organizational existence termination date that ends before the Stated Maturity Date.

Notwithstanding the foregoing, if a Publicly-Held Corporation or a Publicly-Held Trust Controls Borrower, SPE Component Entity, Key Principal, or Guarantor, or owns a direct or indirect Restricted Ownership Interest in Borrower, SPE Component Entity, Key Principal, or Guarantor, a Transfer of any ownership interests in such Publicly-Held Corporation or Publicly-Held Trust shall not be prohibited under this Loan Agreement as long as (i) such Transfer does not result in a conversion of such Publicly-Held Corporation or Publicly-Held Trust to a privately held entity, and (ii) Borrower provides written notice to Lender not later than thirty (30) days thereafter of any such Transfer that results in any Person owning ten percent (10%) or more of the ownership interests in such Publicly-Held Corporation or Publicly-Held Trust.  For sake of clarity, the Key Principal is a Publicly-Held Trust and the foregoing applies to Transfers of interests in Key Principal, provided, however, if in connection with a specific Transfer, the ownership interests in Key Principal are not sold through a registered broker dealer or registered investment advisor and if, as a result of such Transfer, the transferee will own twenty percent (20%) or more (or, if such transferee is a foreign Person, ten percent (10%) or more) of the direct or indirect ownership interests in Borrower, Lender shall receive not less than ten (10) Business Days prior written notice of such proposed Transfer and shall determine that such investor is not, as of the date of the Transfer, a Sanctioned Person.

(3) Transfers of Non-Controlling Interests.

Transfers of direct or indirect beneficial interests, limited partnership or non-managing member interests in Borrower and SPE Component Entity that result in a Transfer of forty-nine percent (49%) or more of the beneficial interests, limited partnership or non-managing membership interests shall be consented to by Lender if such Transfer satisfies the following conditions:

(A) Key Principal or Guarantor (as applicable) Controls Borrower and SPE Component Entity with the same rights and abilities as Key Principal or Guarantor (as applicable) Controls Borrower and SPE Component Entity immediately prior to the date of such Transfer;

(B)such Transfer satisfies the requirements of Section 11.02(b)(3)(C);
(C)Borrower shall provide Lender not less than thirty (30) days prior written notice of the proposed Transfer and obtain Lender’s approval;
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(D) Borrower shall provide with its notice to Lender an organizational chart reflecting, and all organizational documents relevant to, the proposed Transfer;

(E) Borrower shall provide with its notice to Lender a certification that no change of Control of Borrower, SPE Component Entity, Key Principal or Guarantor shall occur as a result of such Transfer;

(F) the transferee shall not be, as of the date of the Transfer, a Sanctioned Person; in addition, if, as a result of the Transfer, the transferee will own twenty percent (20%) or more (or, if such transferee is a foreign Person, ten percent (10%) or more) of the direct or indirect ownership interests in Borrower (or, if any other investor will own twenty percent (20%) or more (or, if such transferee is a foreign Person, ten percent (10%) or more) of the direct or indirect ownership

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interests in Borrower that did not own twenty percent (20%) or more (or, if such transferee is a foreign Person, ten percent (10%) or more) before the Transfer, such investor shall not, as of the date of the Transfer, be a Sanctioned Person as determined by Lender);

(G) Borrower shall pay to Lender:

(i) concurrently with its notice to Lender, the Review Fee; and

(ii) upon demand, any out-of-pocket costs and expenses, including reasonable attorneys’ fees and expenses, incurred by Lender in connection with its review of the Transfer request;

(H) Borrower shall execute upon demand such documents or certifications as Lender reasonably requires in order to confirm the post-transfer ownership structure, compliance with the stated conditions, and any other relevant factual matter;

(I) following such Transfer, Borrower and any SPE Component Entity shall continue to satisfy the requirements of Section 4.02(d) hereof; and

(J) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Borrower or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer.

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(4) Name Change or Entity Conversion.

Lender shall consent to Borrower or Master Tenant changing its name, changing its jurisdiction of organization, or converting from one type of legal entity into another type of legal entity for any lawful purpose, provided that:

(A) Lender receives written notice at least thirty (30) days prior to such change or conversion, which notice shall include organizational charts that reflect the structure of Borrower both prior to and subsequent to such name change or entity conversion;

(B) such Transfer is not otherwise prohibited under the provisions of Section 11.02(b)(1)(D);

(C) Borrower executes an amendment to this Loan Agreement and any other Loan Documents required by Lender documenting the name change(s) or entity conversion(s);

(D) Borrower agrees and acknowledges, at Borrower’s expense, that (i) Borrower will execute and record in the land records any instrument required by the Property Jurisdiction to be recorded to evidence such name change or entity conversion (or provide Lender with written confirmation from the title company (via electronic mail or letter) that no such instrument is required), (ii) Borrower will execute any additional documents required by Lender, including the amendment to this Loan Agreement, and allow such documents to be recorded or filed in the land records of the Property Jurisdiction, (iii) Lender will obtain a “date down” endorsement to the Lender’s Title Policy (or obtain a new Title Policy if a “date down” endorsement is not available in the Property Jurisdiction), evidencing title to the Mortgaged Property being in the name of the successor entity and the Lien of the Security Instrument against the Mortgaged Property, and (iv) Lender will file any required UCC-3 financing statement and make any other filing deemed necessary to maintain the priority of its Liens on the Mortgaged Property; and

(E) no later than ten (10) days subsequent to such name change or entity conversion, Borrower shall provide Lender (i) the documentation filed with the appropriate office in Borrower’s state of formation evidencing such name change or entity conversion, (ii) copies of the organizational documents of Borrower, including any amendments, filed with the appropriate office in Borrower’s state of formation reflecting the post-conversion Borrower name, form of organization, and structure, and (iii) if available, new certificates of good standing or valid formation for Borrower.

(5) No Series LLC Conversion.

Notwithstanding any provisions herein to the contrary, no Borrower, SPE Component Entity, Guarantor, or Key Principal shall convert to a series limited liability company.

(6) Plans of Division.

Borrower shall not Divide.  Lender shall consent to a Division by Guarantor or Key Principal provided that:

(A) Lender receives written notice at least thirty (30) days prior to the effective date of such Division, which notice shall include (i) a certification acceptable to Lender that such Division is not otherwise prohibited under the provisions of Article 11, (ii) a copy of the plan of division, and (iii) organizational charts that reflect the organizational structure of Borrower, any SPE Component Entity,

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Guarantor, and Key Principal both prior to and subsequent to such Division;

(B) no later than ten (10) days subsequent to such Division, Borrower shall provide Lender (i) the certificate of division or such other documentation filed with the appropriate office evidencing such Division, (ii) copies of the organizational documents of Borrower (if amended), Guarantor, and Key Principal, including any amendments thereto, that reflect the post-Division organizational structure, and (iii) new certificates of good standing or valid formation for Borrower (if amended), Guarantor, and Key Principal; and

(C) Borrower has paid to Lender, upon demand, all costs and expenses incurred by Lender in connection with reviewing Borrower’s request (including reasonable attorneys’ fees and a $15,000 review fee, which shall be in lieu of any other Review Fee or Transfer Fee).

(7) Transfers of Beneficial Interests in Borrower.

Notwithstanding anything herein to the contrary, if Borrower is a Delaware Statutory Trust, after delivery of the Tax Opinion to Lender, the holder of a Beneficial Interest in Borrower may Transfer all or any portion of such interest without the consent of Lender so long as:  (i) after giving effect to such Transfer, Borrower shall continue to comply with the representations and warranties under Section 4.02(d) (Borrower Special Purpose Status), 4.01(m) (ERISA), 4.01(o) (Sanctioned Person), and 4.01(s) (Qualified Delaware Statutory Trust), (ii) if a Transfer described in this clause (7) is a Material Owner Transfer,  Borrower shall deliver with respect to each transferee, prior to such transfer and at Borrower’s sole cost and expense, “know your customer” searches confirming compliance with the above referenced sections, and verifying the transferee has not been convicted of a felony, is not then, nor has it been in the prior ten (10) years, the subject of a Bankruptcy Action, (iii) each transferee of a Beneficial Interest (each a “Beneficial Interest Owner Transferee”) in connection with the initial Transfer of such interest or any subsequent Transfer approved by Signatory Trustee is an Accredited Investor and complies with the representation set forth in Section 4.01(o) hereof, (iv) each such initial Transfer of a Beneficial Interest or any subsequent Transfer approved by Signatory Trustee complies with all applicable Legal Requirements, including applicable securities laws and regulations, (v) no change of Control of Borrower shall occur as a result of such Transfer, and (vi) if after giving effect to any such Transfer, more than forty-nine percent (49%) in the aggregate of direct or indirect interests in Borrower are owned by any Person and its Affiliates that owned less than forty-nine percent (49%) direct or indirect interest in Borrower as of the Closing Date, Borrower shall, not more than fifteen (15) days after the effective date of any such Transfer, deliver to Lender a New Non-Consolidation Opinion.

(8) Transfers in connection with Conversion to LLC.

Notwithstanding anything herein to the contrary, if:  (i) the Borrower is a Delaware Statutory Trust, is treated for federal income tax purposes as an “investment trust” pursuant to Treasury Regulation Section 301.7701-4(c), desires (or is required by its Trust Agreement or Signatory Trustee) to convert to a different form of entity under applicable Delaware law (a “Conversion Event”), or (ii) the Borrower is a Delaware statutory trust and desires (or is required by its Trust Agreement or Signatory Trustee) to contribute the Mortgaged Property to a Special Purpose Entity to be owned by the same beneficial owners of Borrower in substantially the same proportions as immediately prior to such transfer of the Mortgaged Property (a “Drop-Down Distribution”), then Lender’s consent shall not be required to such Conversion Event or Drop-Down Distribution; provided, each of the following terms and conditions are satisfied:

(A) Borrower shall deliver to Lender not less than thirty (30) days prior written notice of such Conversion Event or Drop-Down Distribution;

(B) Lender has not instituted proceedings (including, but not limited to, acceleration of the Debt) or otherwise commenced to undertake its remedies under the Loan Documents against Borrower or the Mortgaged Property as a result of an Event of Default (unless such Conversion Event or Drop-Down Distribution is being required by Lender in connection the cure or waiver of an Event of Default);

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(C) Borrower pays Lender’s reasonable legal fees and the Review Fee to complete such further due diligence as Lender may reasonably require;

(D) In the case of a Conversion Event or Drop-Down Distribution, the resulting entity shall be a Special Purpose Entity whose formation documents shall be substantially consistent with the form of the limited liability company operating agreement attached to Borrower’s Trust Agreement (or shall otherwise be approved by counsel to Lender) (hereinafter the “Distributee Entity”);

(E) The Distributee Entity executes, without any third-party out of pocket cost or expense to Lender, an assumption agreement whereby it assumes all of Borrower’s obligations under this Agreement, the Note and the other Loan Documents, and concurrently with the closing of such Drop-Down Distribution or Conversion Event, the Distributee Entity executes, without any third-party out of pocket cost or expense to Lender, such other documents and agreements as Lender shall reasonably require to evidence and effectuate said assumption and delivers an enforceability opinion and such other legal opinions as Lender may reasonably require (which assumption agreement and such other documentation shall not increase Borrower’s obligations or adversely affect Borrower’s rights);

(F) The Distributee Entity acknowledges its obligations under the Loan Documents and Guarantor ratifies its continuing obligations under the Guaranty and Environmental Indemnity, or any other guaranty or indemnity agreement executed in favor of Lender, notwithstanding the assumption or modification of the Loan Documents as a result of the Conversion Event or Drop-Down Distribution by executing an acknowledgment in form and substance reasonably satisfactory to

Lender (the “Ratification of Loan Documents”);

(G) Borrower and the Distributee Entity deliver and/or execute, without any third-party out of pocket cost or expense to Lender, new financing statements or financing statement amendments (and new financing statements as may be necessary) and any additional documents reasonably requested by Lender;

(H) Borrower delivers to Lender, without any third-party out of pocket cost or expense to Lender, such replacement policy or endorsements to Lender’s title insurance policy, hazard insurance policy endorsements or certificates and other similar materials as Lender may reasonably deem necessary, in its reasonable discretion, at the time of the Conversion Event or Drop-Down Distribution, all in form and substance satisfactory to Lender in its reasonable discretion, including, without limitation, a replacement policy or an endorsement or endorsements to Lender’s title insurance policy insuring the first priority Lien of the Security Instrument, extending the effective date of such policy to the date of execution and delivery (or, if later, of recording) of the assumption agreement referenced above in subparagraph (iv) of this Section and insuring that fee simple title to the Mortgaged Property is vested in the Distributee Entity;

(I) The Distributee Entity shall furnish evidence of the Distributee Entity’s legal capacity and good standing, and the qualification of the signers to execute the documents related to the assumption of the Debt, which evidence shall include certified copies of all organizational

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and formation documents of the Distributee Entity; and

(J) Borrower delivers to Lender a New Non-Consolidation Opinion.

(9) Transfers to Key Principal or Key Principal Operating Partnership.

Notwithstanding the provisions of this Article 11, so long as Borrower continues to be controlled by Key Principal:

(A) if Borrower is a Delaware Statutory Trust, the holder of a Beneficial Interest in Borrower may Transfer all or any portion of such interest to Key Principal or Key Principal Operating Partnership (or an entity wholly owned and controlled by Key Principal Operating Partnership) without the consent of Lender;

(B) any Transfer of an interest in Key Principal Operating Partnership to Key Principal shall be permitted without the consent of Lender;

(C) any Transfer of an interest in Key Principal Operating Partnership to any Person other than Key Principal shall be permitted without the consent of Lender, provided if, as a result of such Transfer, the transferee will own twenty percent (20%) or more (or, if such transferee is a foreign Person, ten percent (10%) or more) of the direct or indirect ownership interests in Borrower, Lender shall receive not less than ten (10) Business Days prior written notice of such proposed Transfer and shall determine that such transferee is not, as of the date of the Transfer, a Sanctioned Person; and

(D) if Borrower is a Delaware Statutory Trust, the holder of a Beneficial Interest in Borrower may exchange all or any portion of such interest for a limited partnership interest in Key Principal Operating Partnership (or an entity wholly owned and controlled by Key Principal Operating Partnership) without the consent of Lender.

After any Transfer permitted under this Section 11.02(b)(9), Borrower shall, upon request, provide Lender an updated organizational chart certified by Borrower as true, correct and complete, reflecting Key Principal’s direct and indirect ownership in Borrower, and indicating that no other Person owns 20% (or 10% in the case of a foreign Person) or more (directly or indirectly) of the outstanding interests in Borrower.

(10) Transfers of Control in Key Principal’s External Manager.

Notwithstanding the provisions of Section 11.02 above, a Transfer of interests in Key Principal’s External Manager (i) to any Person of a non-Controlling interest comprising less than 49% of the outstanding interests in Key Principal’s External Manager, and (ii) to ACM that results in ACM Controlling Key Principal’s External Manager (and therefore indirectly Controlling Key Principal and Borrower) shall be permitted without Lender’s consent.  In addition, a Transfer of a Controlling interest, or an interest comprising 49% or more of the outstanding interests in Key Principal’s External Manager, or a replacement of Key Principal’s External Manager shall be permitted without Lender’s consent, provided that following such Transfer or replacement, Key Principal’s External Manager is a Qualified External Manager.

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(11) Transfers in connection with Upstream Loan.

Notwithstanding the provisions of Article 11 above, a pledge of assets by Key Principal, other than Key Principal’s direct or indirect interests in Borrower or the Mortgaged Property, as security for indebtedness incurred by Key Principal shall be permitted without Lender’s consent, provided that, if Key Principal is Guarantor, Guarantor continues to satisfy any net worth and liquidity requirements set forth in the Guaranty.

(c) No Other Indebtedness.

Other than the Mortgage Loan, Borrower shall not incur or be obligated at any time with respect to any loan or other indebtedness (except trade payables as otherwise permitted in this Loan Agreement), including any indebtedness secured by a Lien on, or the cash flows from, the Mortgaged Property.

(d) No Mezzanine Financing or Preferred Equity.

Neither Borrower nor any direct or indirect owner of Borrower shall: (1) incur any Mezzanine Debt; (2) issue any Preferred Equity; or (3) incur any similar indebtedness or issue any similar equity.

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Section 11.03 Mortgage Loan Administration Matters Regarding Liens, Transfers, and Assumptions.

(a) Assumption of Mortgage Loan.

Following the date which is twelve (12) months from the Effective Date (but not within sixty (60) days before or after a Securitization), Lender shall consent to a Transfer of the Mortgaged Property to, and the related assumption of the Mortgage Loan by, a new borrower if each of the following conditions is satisfied prior to the Transfer:

(1) Borrower has (i) submitted to Lender all information required by Lender to make the determination required by this Section 11.03(a), and (ii) posted with Lender a retainer in an amount equal to $10,000 for third party underwriting review of the proposed new borrower and new key principals;

(2) no Event of Default has occurred and is continuing;

(3) Lender determines that:

(A) the proposed new borrower, new key principal, and any other new guarantor fully satisfy all of Lender’s then-applicable borrower, key principal, or guarantor eligibility, credit, management, and other loan underwriting standards, which shall include an analysis of (i) the previous relationships between Lender and the proposed new borrower, new key principal, new guarantor, and any Person in Control of them, and the organization of the new borrower, new key principal, and new guarantor (if applicable), and (ii) the operating and financial performance of the Mortgaged Property, including physical condition and occupancy;

(B) none of the proposed new borrower, new key principal, and any new guarantor, or any owners of the proposed new borrower, new key principal, and any new guarantor, are a Prohibited Person; and

(C) none of the proposed new borrower, new key principal, and any new guarantor (if any of such are entities) shall have an organizational existence termination date that ends before the Stated Maturity Date;

(4) if required by Lender, Lender shall receive a Rating Agency Confirmation;

(5) the proposed new borrower has:

(A) executed an assumption agreement acceptable to Lender in its reasonable discretion that, among other things, requires the proposed new borrower to assume and perform all obligations of Borrower (or any other transferor), and that may require that the new borrower comply with any provisions of any Loan Document that previously may have been waived by Lender for Borrower, subject to the terms of this Section 11.03;

(B) if required by Lender, delivered to the title company for filing and/or recording in all applicable jurisdictions, all applicable Loan Documents including the assumption agreement to correctly evidence the assumption and the confirmation, continuation, perfection, and priority of the Liens created hereunder and under the other Loan Documents;

(C) delivered to Lender a “date-down” endorsement to the Title Policy acceptable to Lender (or a new title insurance policy if a “date-down” endorsement is not available);

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(D) furnished to Lender, all documents evidencing the proposed new borrower’s organization and good standing, and the qualification of the signers to execute the assumption of the Indebtedness, which documents shall include certified copies of all documents relating to the organization and formation of the proposed new borrower and of the entities, if any, which are partners or members of the proposed new borrower.  The proposed new borrower and such constituent partners, members or shareholders of the proposed new borrower (as the case may be), as Lender shall require, shall comply with the covenants set forth in Section 4.02(d) hereof;

(E) assumed the obligations of Borrower under any property management agreement or provide a new property management agreement with a new property manager which meets the requirement of Section 6.03 hereof and assign to Lender as additional security such new management agreement pursuant to an assignment of management agreement in form and substances reasonably satisfactory to Lender, and if the new property manager is a Borrower Affiliate of new borrower, a New Non-Consolidation Opinion reasonably satisfactory to Lender;

(F) assumed the obligations of Borrower under any Deposit Account Control Agreement or provide a new Deposit Account Control Agreement with a new Deposit Bank in form and substance reasonably satisfactory to Lender; and

(G) furnished to Lender, if required by the Lender, a REMIC Opinion, a New Non-Consolidation Opinion, and an opinion of counsel reasonably satisfactory to Lender (A) that such new borrower’s formation documents provide for the matters described in subparagraph (D) above, (B) that the assumption of the Indebtedness has been duly authorized, executed and delivered, and that the assumption agreement and the other Loan Documents are valid, binding and enforceable against the proposed new borrower in accordance with their terms, (C) that the proposed new borrower and any entity which is a controlling stockholder, member or general partner of the proposed new borrower, have been duly organized, and are in existence and good standing, and (D) with respect to such other matters as Lender may reasonably request.

(6) one or more individuals or entities acceptable to Lender as new guarantors have executed and delivered to Lender:

(A) an assumption agreement acceptable to Lender that requires the new guarantor to assume and perform all obligations of Guarantor under any Guaranty and Environmental Indemnity Agreement given in connection with the Mortgage Loan; or

(B) a substitute Non-Recourse Guaranty and other substitute guaranty and substitute Environmental Indemnity Agreement in a form acceptable to Lender;

(7) Lender has reviewed and approved the Transfer documents; and

(8) Borrower has paid to Lender, upon demand (A) the Transfer Fee, (B) the Review Fee (regardless of whether Lender approves or denies such request) and (C) all of Lender’s out-of-pocket costs (including reasonable attorneys’ fees and Rating Agency fees).

(9) Notwithstanding anything to the contrary set forth in this Agreement, upon the closing of a transfer and assumption and execution of a replacement guaranty in accordance with the terms of this Section 11.03(a), Lender shall release Borrower and Guarantor from all obligations under the Loan Documents with respect to matters first arising from and after the date of the transfer and assumption.

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(b) Transfers to Key Principal-Owned Affiliates or Guarantor-Owned Affiliates.

(1) Except as otherwise covered in Section 11.03(b)(2) below, Transfers in a single transaction of all or substantially all of the direct or indirect ownership interests in Borrower to Key Principal or Guarantor, or to a transferee through which Key Principal or Guarantor (as applicable) Controls Borrower with the same rights and abilities as Key Principal or Guarantor (as applicable) Controls Borrower immediately prior to the date of such Transfer, shall be consented to by Lender if such Transfer satisfies the applicable requirements of Section 11.03(a) (other than the requirements in Section 11.03(a)(4) and (6)) as they would relate to such transferee.

(2) Transfers of direct or indirect interests in Borrower held by a Key Principal or Guarantor to other Key Principals or Guarantors, as applicable, shall be consented to by Lender if such Transfer satisfies the following conditions:

(A) the Transfer does not cause a change in the Control of Borrower;

(B) the transferor Key Principal or Guarantor maintains the same right and ability to Control Borrower as existed prior to the Transfer; and

(C) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Borrower or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer.

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In connection with a transfer pursuant to this Section 11.03(b)(2), Borrower shall pay to Lender, upon demand the Review Fee (regardless of whether Lender approves or denies such request) and all of Lender’s out-of-pocket costs (including reasonable attorneys’ fees and Rating Agency fees).

(c) Estate Planning.

Notwithstanding the provisions of Section 11.03(b)(2), so long as (1) the Transfer does not cause a change in the Control of Borrower, and (2) Key Principal and Guarantor, as applicable, maintain the same right and ability to Control Borrower as existed prior to the Transfer, Lender shall consent to Transfers of direct or indirect ownership interests in Borrower and Transfers of direct or indirect ownership interests in an entity Key Principal or entity Guarantor to:

(1) Immediate Family Members of such transferor, each of whom must have obtained the legal age of majority;

(2) United States domiciled trusts established for the benefit of the transferor or Immediate Family Members of the transferor; or

(3) partnerships or limited liability companies of which the partners or members, respectively, are comprised entirely of (A) such transferor and Immediate Family Members (each of whom must have obtained the legal age of majority) of such transferor, (B) Immediate Family Members (each of whom must have obtained the legal age of majority) of such transferor, or (C) United States domiciled trusts established for the benefit of the transferor or Immediate Family Members of the transferor.

Notwithstanding the foregoing, if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Borrower or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer.

In connection with a transfer pursuant to this Section 11.03(c), Borrower shall pay to Lender, upon demand the Review Fee (regardless of whether Lender approves or denies such request) and all of Lender’s out-of-pocket costs (including reasonable attorneys’ fees and Rating Agency fees).

(d) Termination or Revocation of Trust.

If any of Borrower, Guarantor, or Key Principal is a trust, or if Control of Borrower, Guarantor, or Key Principal is Transferred or if a Restricted Ownership Interest in Borrower, Guarantor, or Key Principal would be Transferred due to the termination or revocation of a trust, the termination or revocation of such trust is an unpermitted Transfer; provided that the termination or revocation of the trust due to the death of an individual trustor shall not be considered an unpermitted Transfer so long as:

(1) Lender is notified within thirty (30) days of the death;

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(2) such Borrower, Guarantor, Key Principal, or other Person, as applicable, is replaced with an individual or entity acceptable to Lender, in accordance with the provisions of Section 11.03(a) within ninety (90) days of the date of the death causing the termination or revocation; and

(3) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Borrower or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer.

In connection with a transfer pursuant to this Section 11.03(d), Borrower shall pay to Lender, upon demand the Review Fee (regardless of whether Lender approves or denies such request) and all of Lender’s out-of-pocket costs (including reasonable attorneys’ fees and Rating Agency fees).

(e) Death of Key Principal or Guarantor; Transfer Due to Death.

(1) If a Key Principal or Guarantor that is a natural person dies, or if Control of Borrower, Guarantor, or Key Principal is Transferred, or if a Restricted Ownership Interest in Borrower, Guarantor, or Key Principal would be Transferred as a result of the death of a Person (except in the case of trusts which is addressed in Section 11.03(d)), Borrower must notify Lender in writing within ninety (90) days in the event of such death.  Unless waived in writing by Lender, the deceased shall be replaced by an individual or entity within one hundred eighty (180) days, subject to Borrower’s satisfaction of the following conditions:

(A) Borrower has submitted to Lender all information required by Lender to make the determination required by this Section 11.03(e);

(B) Lender determines that, if applicable:

(i) any proposed new key principal and any other new guarantor (or Person Controlling such new key principal or new guarantor) fully satisfies all of Lender’s then-applicable key principal or guarantor eligibility, credit, management, and other loan underwriting standards (including any standards with respect to previous relationships between Lender and the proposed new key principal and new guarantor (or Person Controlling such new key principal or new guarantor) and the organization of the new key principal and new guarantor);

(ii) none of any proposed new key principal or any new guarantor, or any owners of the proposed new key principal or any new guarantor, is a Sanctioned Person; and

(iii) none of any proposed new key principal or any new guarantor (if any of such are entities) shall have an organizational existence termination date that ends before the Stated Maturity Date;

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(C) if applicable, one or more individuals or entities acceptable to Lender as new guarantors have executed and delivered to Lender:

(i) an assumption agreement acceptable to Lender that requires the new guarantor to assume and perform all obligations of Guarantor under any Guaranty and the Environmental Indemnity Agreement given in connection with the Mortgage Loan; or

(ii) a substitute Non-Recourse Guaranty and other substitute guaranty and substitute Environmental Indemnity Agreement in a form acceptable to Lender ; and

(D) if such Transfer shall cause any transferee, together with its Affiliates, to acquire direct or indirect equity interests in Borrower or any SPE Component Entity aggregating to more than forty-nine percent (49%), or to increase its equity interests in Borrower or any SPE Component Entity from an amount that is less than forty-nine percent (49%) to an amount that is greater than forty-nine percent (49%), Borrower shall deliver a New Non-Consolidation Opinion addressing such Transfer.

(2) In the event a replacement Key Principal, Guarantor, or other Person is required by Lender due to the death described in this Section 11.03(e), and such replacement has not occurred within such period, the period for replacement may be extended by Lender to a date not more than one year from the date of such death; however, Lender may require as a condition to any such extension that the then-current property manager be replaced with a property manager reasonably acceptable to Lender (or if a property manager has not been previously engaged, a property manager reasonably acceptable to Lender be engaged).

(3) The notice requirement set forth in this Section 11.03(e) shall not apply if a Person becomes a “beneficial owner” (as defined in Rule 13d-3 under the Securities and Exchange Act) of an indirect ownership interest in Borrower by operation of a trust, by will or the laws of descent and distribution, or by operation of law.

In connection with a transfer pursuant to this Section 11.03(e), Borrower shall pay to Lender, upon demand the Review Fee (regardless of whether Lender approves or denies such request) and all of Lender’s out-of-pocket costs (including reasonable attorneys’ fees and Rating Agency fees).  After any Transfer permitted under this Section 11.03(e), Borrower shall, upon request, provide Lender an updated organizational chart certified by Borrower as true, correct and complete, reflecting Key Principal’s direct and indirect ownership in Borrower, and indicating that no other Person owns 20% (or 10% in the case of a foreign Person) or more (directly or indirectly) of the outstanding interests in Borrower

(f) Bankruptcy of Guarantor.

(1) Upon the occurrence of any Guarantor Bankruptcy Event, unless waived in writing by Lender, the applicable Guarantor shall be replaced by an individual or entity within ninety (90) days of such Guarantor Bankruptcy Event, subject to Borrower’s satisfaction of the following conditions:

(A) Borrower has submitted to Lender all information required by Lender to make the determination required by this Section 11.03(f);

(B) Lender determines that:

(i) the proposed new guarantor fully satisfies all of Lender’s then-applicable guarantor eligibility, credit, management, and other loan

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underwriting standards (including any standards with respect to previous relationships between Lender and the proposed new guarantor and the organization of the new guarantor (if applicable));

(ii) no new guarantor is a Sanctioned Person; and

(iii) no new guarantor (if any of such are entities) shall have an organizational existence termination date that ends before the Maturity Date; and

(C) one or more individuals or entities acceptable to Lender as new guarantors have executed and delivered to Lender:

(i) an assumption agreement acceptable to Lender that requires the new guarantor to assume and perform all obligations of Guarantor under any Guaranty and the Environmental Indemnity Agreement given in connection with the Mortgage Loan; or

(ii) a substitute Non-Recourse Guaranty and other substitute guaranty and substitute Environmental Indemnity Agreement in a form acceptable to Lender.

(2) In the event a replacement Guarantor is required by Lender due to the Guarantor Bankruptcy Event described in this Section 11.03(f), and such replacement has not occurred within such period, the period for replacement may be extended by Lender in its discretion; however, Lender may require as a condition to any such extension that the then-current property manager be replaced with a property manager reasonably acceptable to Lender (or if a property manager has not been previously engaged, a property manager reasonably acceptable to Lender be engaged).

In connection with a transfer pursuant to this Section 11.03(f), Borrower shall pay to Lender, upon demand the Review Fee (regardless of whether Lender approves or denies such request) and all of Lender’s out-of-pocket costs (including reasonable attorneys’ fees and Rating Agency fees).

Section 11.04 Corporate Transaction Involving Key Principal.

Notwithstanding anything in this Agreement to the contrary, a merger of Key Principal with, or a sale of all or substantially all of the assets of Key Principal to (a “Corporate Transaction”), another entity formed under the laws of the United States of America (the “Corporate Transaction Counterparty”) shall be permitted without Lender’s prior consent, provided (i) Lender shall receive not less than thirty (30) days prior written notice of such proposed Transfer, (ii) such Corporate Transaction Counterparty is not, as of the date of the Transfer, a Sanctioned Person, (iii) the Corporate Transaction Party (directly or indirectly) has comparable experience to Key Principal in the ownership and operation of multifamily properties similar to the Mortgaged Property and (iv) the Corporate Transaction Party, or in the case of a merger, the surviving entity, has net worth and liquidity equal to or greater than the net worth and liquidity of Key Principal at the closing of the Loan. Notwithstanding the foregoing, failure to give prior notice as required above shall not constitute an Event of Default if the aforementioned conditions (ii), (iii) and (iv) above in this Section 11.04 are satisfied.  In addition, if following such Corporate Transaction, Key Principal no longer Controls Borrower (directly or indirectly), one or more individuals or entities acceptable to Lender as new guarantors shall have executed and delivered to Lender a substitute Non-Recourse Guaranty, substitute Debt Service Reserve Replenishment Payment Guaranty and substitute Environmental Indemnity Agreement (collectively, the “Substitute

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Guaranties”) in a form materially identical to the Non-Recourse Guaranty, Debt Service Reserve Replenishment Payment Guaranty and Environmental Indemnity Agreement executed and delivered to Lender on the date hereof (collectively, the “Original Guaranties”). Upon Lender’s acceptance of such Substitute Guaranties, Key Principal shall be released from its obligations and liabilities under the Original Guaranties with respect to matters first occurring on or after the date of the Substitute Guaranties.  From and after the acceptance of such Substitute Guaranties, the new guarantor thereunder shall be deemed to be the Key Principal.

Section 11.05 Corporate Transaction Involving Cantor Fitzgerald Investors, LLC (“CFI”)

Notwithstanding anything in this Agreement to the contrary, any merger, liquidation, winding-up, consolidation of, or other Transfer of direct and/or indirect interests in, any of CFI, or any holder of a direct or indirect in, or manager of, CFI (a “CFI Corporate Transaction”), to another entity formed under the laws of the United States of America (the “CFI Corporate Transaction Counterparty”) shall be permitted without Lender’s prior consent, provided (i) Lender shall receive not less than thirty (30) days prior written notice of such proposed Transfer, (ii) such CFI Corporate Transaction Counterparty is not, as of the date of the Transfer, a Sanctioned Person, (iii) the CFI Corporate Transaction Party (directly or indirectly) has comparable experience to CFI in the ownership and operation of multifamily properties similar to the Mortgaged Property, and (iv) the CFI Corporate Transaction Party, or in the case of a merger, the surviving entity, has net worth and liquidity equal to or greater than the net worth of CFI at the closing of the Loan.  Notwithstanding the foregoing, failure to give prior notice as required above shall not constitute an Event of Default if conditions (ii), (iii), and (iv) above are satisfied.

ARTICLE 12 - IMPOSITIONS

Section 12.01 Representations and Warranties.

The representations and warranties made by Borrower to Lender in this Section 12.01 are made as of the Effective Date and are true and correct except as disclosed on the Exceptions to Representations and Warranties Schedule.

(a) Payment of Taxes, Assessments, and Other Charges.

Borrower has:

(1) paid (or has caused Master Tenant to pay) (or with the approval of Lender, established an escrow fund sufficient to pay when due and payable) all amounts and charges relating to the Mortgaged Property that have become due and payable before any fine, penalty interest, lien, or costs may be added thereto, including Impositions, leasehold payments, and ground rents;

(2) paid (or has caused Master Tenant to pay) all Taxes for the Mortgaged Property that have become due before any fine, penalty interest, lien, or costs may be added thereto pursuant to any notice of assessment received by Borrower and any and all taxes that have become due against Borrower before any fine, penalty interest, lien, or costs may be added thereto;

(3) no knowledge of any basis for any additional assessments;

(4) no knowledge of any presently pending special assessments against all or any part of the Mortgaged Property, or any presently pending special assessments against Borrower; and

(5) not received any written notice of any contemplated special assessment against the Mortgaged Property, or any contemplated special assessment against Borrower.

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Section 12.02 Covenants.

(a) Imposition Deposits, Taxes, and Other Charges.

Borrower shall:

(1) make an initial deposit into the Imposition Account on the date hereof in respect of Impositions, and deposit the Imposition Deposits with Lender on each Payment Date (or on another day designated in writing by Lender) in amount sufficient, in Lender’s discretion, to enable Lender to pay each Imposition before the last date upon which such payment may be made without any penalty or interest charge being added, plus an amount equal to no more than one-twelfth (1/12) (or the amount permitted by applicable law) of the Impositions for the trailing twelve (12) months;

(2) deposit with Lender, within ten (10) days after written notice from Lender (subject to applicable law), such additional amounts estimated by Lender to be reasonably necessary to cure any deficiency in the amount of the Imposition Deposits held for payment of a specific Imposition;

(3) except as set forth in Section 12.03(c) below, pay all Impositions, leasehold payments, ground rents, and Taxes when due and before any fine, penalty interest, lien, or costs may be added thereto;

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(4) promptly deliver to Lender a copy of all notices of, and invoices for, Impositions, and, if Borrower pays any Imposition directly, Borrower shall promptly furnish to Lender receipts evidencing such payments; and

(5) promptly deliver to Lender a copy of all notices of any special assessments and contemplated special assessments against the Mortgaged Property or Borrower.

Section 12.03 Mortgage Loan Administration Matters Regarding Impositions.

(a) Maintenance of Records by Lender.

Lender shall maintain records of the monthly and aggregate Imposition Deposits held by Lender for the purpose of paying Taxes, insurance premiums, and each other obligation of Borrower for which Imposition Deposits are required.

(b) Imposition Accounts.

All Imposition Deposits shall be held in an Eligible Account (the “Imposition Account”). The Imposition Deposits shall not be invested except in such Permitted Investments as determined and directed by Lender or its Loan Servicer.  In no event shall Lender or its loan servicer be required to invest any Imposition Deposits in any particular type of Permitted Investment or select any particular account or credit funds therein at any particular rate of interest.  Lender shall not be obligated to open additional accounts, or deposit Imposition Deposits in additional institutions, when the amount of the Imposition Deposits exceeds the maximum amount of the federal deposit insurance or guaranty.  No interest, earnings, or profits on the Imposition Deposits shall be paid to Borrower unless applicable law so requires.  Imposition Deposits shall not be trust funds or operate to reduce the Indebtedness, unless applied by Lender for that purpose in accordance with this Loan Agreement.  For the purposes of 9-104(a)(3) of the UCC, Lender is the owner of the Imposition Deposits and shall be deemed a “customer” with sole control of the account holding the Imposition Deposits.

(c) Payment of Impositions; Sufficiency of Imposition Deposits.

Lender may pay an Imposition according to any bill, statement, or estimate from the appropriate public office or insurance company without inquiring into the accuracy of the bill, statement, or estimate or into the validity of the Imposition.  Imposition Deposits shall be required to be used by Lender to pay Taxes, insurance premiums and any other individual Imposition only if:

(1) no Event of Default exists;

(2) Borrower has timely delivered to Lender all applicable bills or premium notices that it has received; and

(3) sufficient Imposition Deposits are held by Lender for each Imposition at the time such Imposition becomes due and payable.

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Lender shall have no liability to Borrower or any other Person for failing to pay any Imposition if any of the conditions are not satisfied.  If at any time the amount of the Imposition Deposits held for payment of a specific Imposition exceeds the amount reasonably deemed necessary by Lender to be held in connection with such Imposition, the excess may be credited against future installments of Imposition Deposits for such Imposition.

(d) Imposition Deposits Upon Event of Default.

If an Event of Default has occurred and is continuing, Lender may apply any Imposition Deposits, in such amount and in such order as Lender determines, to pay any Impositions or as a credit against the Indebtedness.

(e) Contesting Impositions.

Other than insurance premiums, Borrower or Master Tenant may contest, at its expense, by appropriate legal proceedings, the amount or validity of any Imposition if:

(1) Borrower notifies Lender of the commencement or expected commencement of such proceedings;

(2) Lender determines that the Mortgaged Property is not in danger of being sold or forfeited;

(3) Borrower deposits with Lender (or the applicable Governmental Authority if required by applicable law) reserves sufficient to pay the contested Imposition, if required by Lender (or the applicable Governmental Authority);

(4) Borrower furnishes whatever additional security is required in the proceedings or is reasonably requested in writing by Lender; and

(5) Borrower commences, and at all times thereafter diligently prosecutes, such contest in good faith until a final determination is made by the applicable Governmental Authority.

(f) Release to Borrower.

Upon payment in full of all sums secured by the Security Instrument and this Loan Agreement and release by Lender of the lien of the Security Instrument, Lender shall disburse to Borrower the balance of any Imposition Deposits then on deposit with Lender.

ARTICLE 13 – REPLACEMENTS, REPAIRS, AND RESTORATION

Section 13.01 Covenants.

(a) Initial Deposits to Replacement Reserve Account, Repairs Escrow Account, and Restoration Reserve Account.

(1) On the Effective Date, Borrower shall pay to Lender:

(A) the Initial Replacement Reserve Deposit for deposit into the Replacement Reserve Account; and

(B) the Repairs Escrow Deposit for deposit into the Repairs Escrow Account.

(2) Except as otherwise provided in this Agreement, after an event of loss, Borrower shall deliver or cause to be delivered to Lender any insurance proceeds received under any insurance policy required to be maintained in accordance with Article 9.

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(b) Monthly Replacement Reserve Deposits.

Borrower shall deposit the applicable Monthly Replacement Reserve Deposit into the Replacement Reserve Account on each Payment Date.

(c) Payment and Deliverables for Replacements, Repairs, and Restoration.

Borrower shall:

(1) pay all invoices for Replacements, Repairs, and Restoration, regardless of whether funds on deposit in the applicable Reserve/Escrow Account are sufficient to pay the full amount of such invoices, prior to any request for disbursement from such Reserve/Escrow Account, provided, however, Lender agrees to waive the foregoing requirement if Borrower requests that Lender issue a joint check or pay the applicable vendor directly in connection with a particular Replacement, Repair, or Restoration);

(2) pay all applicable fees and charges of any Governmental Authority on account of the Replacements, Repairs, and Restoration, as applicable;

(3) provide evidence satisfactory to Lender of completion of the Replacements, Restoration (within the period required under Section 9.03 or such other period required by Lender), and any Required Repairs (within the Completion Period or within such other period or by such other date set forth in the Required Repair Schedule and any Borrower Requested Repairs and Additional Lender Repairs (by the date specified by Lender for any such Borrower Requested Repairs or Additional Lender Repairs)); and

(4) prior to commencement of any Restoration in excess of $100,000, Borrower shall deliver to Lender, for Lender’s review and approval:

(A) a copy of the plans and specifications for the Restoration; and

(B) a copy of all building and other permits and authorizations required by any Legal Requirements to carry out the Restoration.

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(d) Assignment of Contracts for Replacements, Repairs, and Restoration.

Borrower shall collaterally assign to Lender as additional security any contract or subcontract for Replacements, Repairs, or Restoration, upon Lender’s written request, on a form of assignment approved by Lender.

(e) Indemnification.

If Lender elects to exercise its rights under Section 14.03 due to Borrower’s failure to timely commence or complete any Replacements, Repairs, or Restoration, Borrower shall indemnify and hold Lender harmless for, from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations, and costs or expenses, including litigation costs and reasonable attorneys’ fees, arising from or in any way connected with the performance by Lender of the Replacements, Repairs, or Restoration, if applicable, or the investment of the Reserve/Escrow Account Funds; provided that Borrower shall have no indemnity obligation if such actions, suits, claims, demands, liabilities, losses, damages, obligations, and costs or expenses, including litigation costs and reasonable attorneys’ fees, 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.

(f) Amendments to Loan Documents.

Subject to Section 5.02, Borrower shall execute and deliver to Lender, upon written request, an amendment to this Loan Agreement, the Security Instrument, and any other Loan Document deemed necessary or desirable to perfect Lender’s lien upon any portion of the Mortgaged Property for which Reserve/Escrow Account Funds were expended.

(g) Administrative Fees and Expenses.

Borrower shall pay to Lender:

(1) by the date specified in the applicable invoice, the Repairs Escrow Account Administrative Fee and the Replacement Reserve Account Administration Fee for Lender’s services in administering the Reserve/Escrow Accounts and investing the Reserve/Escrow Account Funds;

(2) upon demand, a reasonable inspection fee, not exceeding the Maximum Inspection Fee, for each inspection of the Mortgaged Property by Lender in connection with a Repair, Replacement, or Restoration item, plus all other reasonable costs and out-of-pocket expenses relating to such inspections; and

(3) upon demand, all reasonable fees charged by any engineer, architect, inspector or other person inspecting the Mortgaged Property on behalf of Lender for each inspection of the Mortgaged Property in connection with a Repair, Replacement, or Restoration item, plus all other reasonable costs and out-of-pocket expenses relating to such inspections.

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Section 13.02 Debt Service Reserve.

Borrower shall establish and maintain at all times while the Indebtedness remains outstanding a debt service reserve (the “Debt Service Reserve”) with Lender.  On the Effective Date, Borrower shall deposit into the Debt Service Reserve an amount equal to $714,274.58. Subject to the following sentence of this Section 13.02, in the event that Borrower shall fail to make (i) any monthly payment of interest only or principal and interest, as applicable, when due (the “Monthly Payment”), or (ii) any portion of the Monthly Payment when due, and provided that no Event of Default has occurred and is continuing, then Lender may advance from the Debt Service Reserve to itself the difference (the “Shortfall”) between the Monthly Payment and the amount remitted by Borrower to Lender (the “Actual Borrower Payment”).  The purpose of the Debt Service Reserve is to supplement shortfalls in Rent collections and any other cash flow from the Mortgaged Property in order for Borrower to make payment of Monthly Payments in full when due.  If a Shortfall exists, then concurrently with its remittance of the Actual Borrower Payment, Borrower shall provide to Lender in writing (i) a request for disbursement of the Shortfall, (ii) a monthly rent roll, (iii) certification that Rent collections and any other cash flow from the Mortgaged Property during the month immediately preceding the Payment Date, were not sufficient to make the full Monthly Payment and (iv) such other information as Lender shall reasonably request.  Further, upon written request from Borrower therefor, Lender may, in its sole and absolute discretion, advance from the Debt Service Reserve into any other reserve an amount necessary to pay for certain costs to be paid out of such reserve.  After each disbursement by Lender from the Debt Service Reserve which causes the balance of the Debt Service Reserve to be less than one (1) full Monthly Payment, as determined by Lender, Borrower shall, within ten (10) days after demand therefor, pay to Lender for deposit into the Debt Service Reserve the amount required to bring the total amount of funds on deposit in the Debt Service Reserve to three (3) full Monthly Payments, as determined by Lender (each such payments, a “Debt Service Reserve Replenishment Payment”).  Borrower further agrees that if Borrower fails to make any payment for deposit into the Debt Service Reserve within such ten (10) day period, the Debt Service Reserve may be replenished by Guarantor and/or Lender at any time thereafter. Upon the occurrence and during the continuance of (i) an Event of Default or (ii) a material adverse change, Lender may, but shall not be obligated to, apply at any time the balance then remaining in the Debt Service Reserve against the Indebtedness in whatever order Lender shall subjectively determine, provided that no such application of the Debt Service Reserve shall be deemed to cure any Event of Default.  Nothing contained herein, including, without limitation, the existence of the Debt Service Reserve, shall release Borrower of any obligation to make payments under this Loan Agreement, the Note or the other Loan Documents strictly in accordance with the terms hereof or thereof.

Provided no Event of Default has occurred and is continuing, if the Net Cash Flow is equal to or more than $5,372,405 as calculated by Lender on a trailing twelve (12) month basis, in Lender’s discretion, for any two (2) consecutive calendar quarters after the Effective Date, all sums on deposit in the Debt Service Reserve shall be disbursed to Borrower, and Borrower’s obligation to maintain the Debt Service Reserve shall terminate, and the Debt Service Reserve Replenishment Payment Guaranty shall terminate and be of no further force and effect.

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Section 13.03 Mortgage Loan Administration Matters Regarding Reserves.

(a) Accounts, Deposits, and Disbursements.
(1) Custodial Accounts.
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(A) Funds on deposit in the Reserve/Escrow Accounts shall not be
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invested except in such Permitted Investments as determined and directed by Lender or its Loan Servicer. In no event shall Lender or its Loan Servicer be required to invest funds on deposit in the Reserve/Escrow Accounts (i) at all, (ii) in any particular type of Permitted Investment or (iii) in any particular account or credit funds therein at any particular rate of interest. Lender shall not be responsible for any losses resulting from the investment of the Reserve/Escrow Accounts or for obtaining any specific level or percentage of earnings on such investment. All interest, if any, earned on the Reserve/Escrow Accounts shall be added to and become part of the applicable Reserve/Escrow Accounts.
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(B) In no event shall Lender be obligated to disburse funds from any Reserve/Escrow Account if an Event of Default has occurred and is continuing.

(2) Disbursements by Lender Only.

Only Lender or a designated representative of Lender may make disbursements from the Reserve/Escrow Accounts and the Repairs Escrow Account.  Except as provided in Section 13.02, disbursements shall only be made upon Borrower request and after satisfaction of all conditions for disbursement.

(3) [Reserved].
(4) Insufficient Funds.
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Lender may, upon thirty (30) days’ prior written notice to Borrower, require an additional deposit(s) to the Replacement Reserve Account, the Repairs Escrow Account,  or the Restoration Reserve Account, or an increase in the amount of the Monthly Replacement Reserve Deposit, if Lender determines that the amounts on deposit in any of  the Reserve/Escrow Accounts are not sufficient to cover the costs for Required Repairs, Required Replacements, or the Restoration or, pursuant to the terms of Section 13.03(a)(9), not sufficient to cover the costs for Borrower Requested Repairs, Additional Lender Repairs, Borrower Requested Replacements, or Additional Lender Replacements.  Borrower’s agreement to complete the Replacements, the Repairs, or the Restoration as required by this Loan Agreement shall not be affected by the insufficiency of any balance in the Reserve/Escrow Accounts.

(5) Disbursements for Replacements, Repairs, and Restoration.

(A) With respect to Replacements, disbursement requests may only be made after completion of the applicable Replacements and only to pay for, or reimburse Borrower for, the actual approved costs of the Replacements.  Lender shall not disburse from the Replacement Reserve Account the costs of routine maintenance to the Mortgaged Property or for costs which are to be reimbursed from any other Reserve/Escrow Account.  Disbursement from the Replacement Reserve Account shall not be made more frequently than the Maximum Replacement Reserve Disbursement Interval.  Other than in connection with a final request for disbursement,

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disbursements from the Replacement Reserve Account shall not be less than the Minimum Replacement Reserve Disbursement Amount.

(B) With respect to Repairs, disbursement requests may only be made after completion of the applicable Repairs and only to pay for, or reimburse Borrower for, the actual cost of the Repairs, up to the Maximum Repair Cost. Lender shall not disburse any amounts which would cause the funds remaining in the Repairs Escrow Account after any disbursement (other than with respect to the final disbursement) to be less than the Maximum Repair Cost of the then-current estimated cost of completing all remaining Repairs.  Lender shall not disburse from the Repairs Escrow Account the costs of routine maintenance to the Mortgaged Property or for costs which are to be reimbursed from any other Reserve/Escrow Account.  Disbursement from the Repairs Escrow Account shall not be made more frequently than the Maximum Repair Disbursement Interval.  Other than in connection with a final request for disbursement, disbursements from the Repairs Escrow Account shall not be less than the Minimum Repairs Disbursement Amount.

(C) With respect to Restoration, disbursement requests may only be made after completion of the applicable Restoration and only to pay for, or reimburse Borrower or Master Tenant, as applicable, for, the actual approved costs of the Restoration.  Each disbursement shall be equal to the amount of the actual approved costs of the Restoration items covered by the disbursement request.  In addition, Lender shall not disburse any amounts which would cause the funds remaining in the Restoration Reserve Account after any disbursement (other than with respect to the final disbursement) to be less than the then-current estimated cost of completing all remaining Restoration.  Lender shall not disburse from the Restoration Reserve Account the costs of routine maintenance to the Mortgaged Property or for costs which are to be reimbursed from any other Reserve/Escrow Account.  Disbursement from the Restoration Reserve Account shall not be made more frequently than the Maximum Restoration Reserve Disbursement Interval. Other than in connection with a final request for disbursement, disbursements from the Restoration Reserve Account shall not be less than the Minimum Restoration Reserve Disbursement Amount.

(6) Disbursement Requests.

Borrower (or Master Tenant, as applicable) must submit a disbursement request in writing for each disbursement from a Reserve/Escrow Account, which disbursement request must specify the items of Replacement, Repairs, or Restoration for which reimbursement is requested (provided that for any Borrower Requested Replacements, Borrower Requested Repairs, Additional Lender Replacements, and Additional Lender Repairs, Lender shall have approved the use of the Reserve/Escrow Account Funds for such replacements or repairs pursuant to the terms of Section 13.03(a)(9)), and must:

(A) if applicable, specify the quantity and price of the items or materials purchased, grouped by type or category;

(B) if applicable, specify the cost of all contracted labor or other services, including architectural services, involved in the Replacement, Repair, or Restoration for which such request for disbursement is made;

(C) if applicable, include copies of invoices for all items or materials purchased and all contracted labor or services provided;

(D) include evidence of payment of such Replacement, Repair, or Restoration satisfactory to Lender (unless Borrower or Master Tenant has requested that Lender issue joint checks or pay a vendor directly in connection with a particular Repair, Replacement, or Restoration item as provided in this Loan Agreement);

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(E) if applicable, contain a certification by Borrower that the Repair, Replacement, or Restoration has been completed lien free (or will be lien free upon payment of the requested amount) and in a good and workmanlike manner, in accordance with any plans and specifications previously approved by Lender (if applicable) and in compliance with all applicable laws, ordinances, rules, and regulations of any Governmental Authority having jurisdiction over the Mortgaged Property, and otherwise in accordance with the provisions of this Loan Agreement;

(F) if applicable, include evidence that any certificates of occupancy required by applicable Legal Requirements or any Governmental Authority have been issued; and

(G) upon request of Lender, include a list of aged payables (and Lender may withhold any disbursement from a Reserve/Escrow Account if aged payables over thirty (30) days remain outstanding).

(7) Conditions to Disbursement.

(A) In addition to each disbursement request in excess of $250,000, Lender may require any or all of the following at the expense of Borrower as a condition to disbursement of Reserve/Escrow Account Funds (provided that for any Borrower Requested Replacements, Borrower Requested Repairs, Additional Lender Replacements, and Additional Lender Repairs, Lender shall have approved the use of the Reserve/Escrow Account Funds for such replacements or repairs pursuant to the terms of Section 13.03(a)(9)):

(i) an inspection by Lender of the Mortgaged Property and the applicable Replacement, Repair, or Restoration item;

(ii) an inspection or certificate of completion by an appropriate independent qualified professional (such as an architect, engineer or property inspector, depending on the nature of the Repair, Replacement, or Restoration) selected by Lender, and if required by applicable law, a certificate of occupancy;

(iii) either:

(iv) a search of title to the Mortgaged Property effective to the date of disbursement; or

(v) a “date-down” endorsement to Lender’s Title Policy (or a new Lender’s Title Policy if a “date-down” is not available) extending the effective date of such policy to the date of disbursement, and showing no Liens other than (1) Permitted Encumbrances, (2) liens which Borrower is diligently contesting in good faith that have been bonded off to the satisfaction of Lender, or (3) mechanics’ or materialmen’s liens which attach automatically under the laws of any Governmental Authority upon the commencement of any work upon, or delivery of any materials to, the Mortgaged Property and for which Borrower is not delinquent in the payment for any such work or materials; and

(B) an acknowledgement of payment, waiver of claims, and release of lien for work performed and materials supplied from each contractor, subcontractor or materialman in accordance with the requirements of applicable law and covering all work performed and materials supplied (including equipment and fixtures) for the Mortgaged Property by that contractor, subcontractor, or materialman through the date covered by the disbursement request (or, in the event that payment to such contractor, subcontractor, or materialman is to be made by a joint check, the release of lien shall be effective through

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the date covered by the previous disbursement).

(8) Joint Checks for Periodic Disbursements.

Lender shall, upon Borrower’s (or Master Tenant’s, if applicable) written request, issue joint checks, payable to Borrower (or Master Tenant, if applicable) and the applicable supplier, materialman, mechanic, contractor, subcontractor, or other similar party, if:

(A) the cost of the Replacement, Repair, or Restoration item exceeds the Replacement Threshold, the Repair Threshold, or the Restoration Threshold, as applicable, and the contractor performing such Replacement, Repair, or Restoration requires periodic payments pursuant to the terms of the applicable written contract;

(B) the contract for such Replacement, Repair, or Restoration item requires payment upon completion of the applicable portion of the work;

(C) Borrower (or Master Tenant, if applicable) makes the disbursement request after completion of the applicable portion of the work required to be completed under such contract;

(D) the materials for which the request for disbursement has been made are on site at the Mortgaged Property and are properly secured or installed;

(E) Lender determines that the remaining funds in the Reserve/Escrow Account are sufficient to pay the cost of the Replacement, Repair, or Restoration item, as applicable, and the then-current estimated cost of completing all remaining Required Replacements, Restoration,  or Required Repairs (at the Maximum Repair Cost), as applicable, and any other Borrower Requested Replacements, Borrower Requested Repairs, Additional Lender Replacements, or Additional Lender Repairs that have been previously approved by Lender;

(F) each supplier, materialman, mechanic, contractor, subcontractor, or other similar party receiving payments shall have provided, if requested in writing by Lender, a waiver of liens with respect to amounts which have been previously paid to them; and

(G) all other conditions for disbursement have been satisfied.

(9) Replacements and Repairs Other than Required Replacements or Required Repairs.

(A) Borrower Requested Replacements and Borrower Requested Repairs.

Borrower (or Master Tenant, if applicable) may submit a disbursement request from the Replacement Reserve Account or the Repairs Escrow Account to pay for, or reimburse Borrower (or Master Tenant, if applicable) for, any Borrower Requested Replacement or Borrower Requested Repair.  The disbursement request must be in writing and include an explanation for such request.  Lender shall make disbursements for Borrower Requested Replacements or Borrower Requested Repairs if:

(i) they are of the type intended to be covered by the Replacement Reserve Account or the Repairs Escrow Account, as applicable;

(ii) the costs are commercially reasonable;

(iii) the amount of funds in the Replacement Reserve Account or Repairs Escrow Account, as applicable, is sufficient to pay such costs and the then-current estimated cost of completing all remaining Required Replacements or Required Repairs (at the Maximum Repair

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Cost), as applicable, and any other Borrower Requested Replacements, Borrower Requested Repairs, Additional Lender Replacements or Additional Lender Repairs that have been previously approved by Lender; and

(iv) all conditions for disbursement from the Replacement Reserve Account or Repairs Escrow Account, as applicable, have been satisfied.

Nothing in this Loan Agreement shall limit Lender’s right to require an additional deposit to the Replacement Reserve Account or an increase to the Monthly Replacement Reserve Deposit in connection with any such Borrower Requested Replacements, or an additional deposit to the Repairs Escrow Account for any such Borrower Requested Repairs.

(B) Additional Lender Replacements and Additional Lender Repairs.

Lender may require, as set forth in Section 6.02(b), Section 6.03(c), or otherwise from time to time, upon written notice to Borrower, that Borrower make (or cause Master Tenant to make) Additional Lender Replacements or Additional Lender Repairs.  Lender shall make disbursements from the Replacement Reserve Account for Additional Lender Replacements or from the Repairs Escrow Account for Additional Lender Repairs, as applicable, if:

(i) the costs are commercially reasonable;

(ii) the amount of funds in the Replacement Reserve Account or the Repairs Escrow Account, as applicable, is sufficient to pay such costs and the then-current estimated cost of completing all remaining Required Replacements or Required Repairs (at the Maximum Repair Cost), as applicable, and any other Borrower Requested Replacements, Borrower Requested Repairs, Additional Lender Replacements, or Additional Lender Repairs that have been previously approved by Lender; and

(iii) all conditions for disbursement from the Replacement Reserve Account or Repairs Escrow Account, as applicable, have been satisfied.

Nothing in this Loan Agreement shall limit Lender’s right to require an increase to the Monthly Replacement Reserve Deposit for any such Additional Lender Replacements or an additional deposit to the Repairs Escrow Account for any such Additional Lender Repair.

(10) Excess Costs.

In the event any Replacement, Repair, or Restoration item exceeds the approved cost set forth on either the Required Replacement Schedule for Replacements, the Maximum Repair Cost for Repairs, or the initial cost approved by Lender for Restoration, as applicable, Borrower (or Master Tenant, if applicable) may submit a disbursement request to reimburse Borrower (or Master Tenant, if applicable) for such excess cost.  Thedisbursement request must be in writing and include an explanation for such request. Lender shall make disbursements from the applicable Reserve/Escrow Account, if:

(i) the excess cost is commercially reasonable;

(ii) the amount of funds in the applicable Reserve/Escrow Account is sufficient to pay such excess costs and the then-current estimated cost of completing all remaining Required Replacements, Restoration, or Required Repairs (at the Maximum Repair Cost), as applicable, and any other Borrower Requested Replacements, Borrower Requested Repairs, Additional Lender Replacements, or Additional Lender Repairs that have been

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previously approved by Lender; and

(iii) all conditions for disbursement from the applicable Reserve/Escrow Account or the Repairs Escrow Account have been satisfied.

(11) Final Disbursements.

Upon completion and satisfaction of all conditions for disbursements for any Repairs and Restoration, and further provided no Event of Default has occurred and is continuing, Lender shall disburse to Borrower (or Master Tenant, if applicable) any amounts then remaining in the Repairs Escrow Account or the Restoration Reserve Account, as applicable.  Upon payment in full of the Indebtedness and release by Lender of the lien of the Security Instrument, Lender shall disburse to Borrower any and all amounts then remaining in the Reserve/Escrow Accounts (if not previously released).

(b) Approvals of Contracts; Assignment of Claims.

Lender retains the right to approve all contracts or work orders with materialmen, mechanics, suppliers, subcontractors, contractors, or other parties providing labor or materials in connection with the Replacements, Repairs, or Restoration if the amount reasonably expected to be payable under such contract or work order exceeds $250,000.  Notwithstanding Borrower’s assignment (in the Security Instrument) of its rights and claims against all Persons supplying labor or materials in connection with the Replacements, Repairs, or Restoration, Lender will not pursue any such right or claim unless an Event of Default has occurred and is continuing or as otherwise provided in Section 14.03(c).

(c) Delays and Workmanship.

If any work for any Replacement, Repair, or Restoration item has not timely commenced, has not been timely performed in a workmanlike manner, or has not been timely completed in a workmanlike manner, Lender may, without notice to Borrower:

(1) withhold disbursements from the applicable Reserve/Escrow Account;

(2)proceed under existing contracts or contract with third parties to make or complete such Replacements, Repairs, or Restoration items;

(3) apply the funds in the applicable Reserve/Escrow Account toward the labor and materials necessary to make or complete such Replacements, Repairs, or Restoration items, as applicable; or

(4) exercise any and all other remedies available to Lender under this Loan Agreement or any other Loan Document, including any remedies otherwise available upon an Event of Default pursuant to the terms of Section 14.02.

To facilitate Lender’s completion and performance of such Replacements, Repairs, or Restoration items, Lender shall have the right to enter onto the Mortgaged Property and perform any and all work and labor necessary to make or complete the Replacements, Repairs, or Restoration and employ watchmen to protect the Mortgaged Property from damage.  All funds so expended by Lender shall be deemed to have been advanced to Borrower, and included as part of the Indebtedness and secured by the Security Instrument and this Loan Agreement.

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(d) Appointment of Lender as Attorney-In-Fact.

Borrower hereby authorizes and appoints Lender as attorney-in-fact pursuant to Section 14.03(c).

(e) No Lender Obligation.

Nothing in this Loan Agreement shall:

(1) make Lender responsible for making or completing the Replacements, Repairs, or Restoration;

(2) require Lender to expend funds, whether from any Reserve/Escrow Account, or otherwise, to make or complete any Replacement, Repair, or Restoration item;

(3) obligate Lender to proceed with the Replacements, Repairs, or Restoration; or

(4) obligate Lender to demand from Borrower additional sums to make or complete any Replacement, Repair, or Restoration item.

(f) No Lender Warranty.

Lender’s approval of any plans for any Replacement, Repair, or Restoration, release of funds from any Reserve/Escrow Account, inspection of the Mortgaged Property by Lender or its agents, representatives, or designees, or other acknowledgment of completion of any Replacement, Repair, or Restoration in a manner satisfactory to Lender shall not be deemed an acknowledgment or warranty by Lender to any Person that the Replacement, Repair, or Restoration has been completed in accordance with applicable building, zoning, or other codes, ordinances, statutes, laws, regulations, or requirements of any Governmental Authority, such responsibility being at all times exclusively that of Borrower.

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ARTICLE 14 - DEFAULTS/REMEDIES

Section 14.01 Events of Default.

The occurrence of any one or more of the following in this Section 14.01 shall constitute an Event of Default under this Loan Agreement.

(a) Automatic Events of Default.

Any of the following shall constitute an automatic Event of Default:

(1) any failure by Borrower to pay or deposit (i) when due for any Monthly Debt Service Payment, (ii) when due any amount due on the Stated Maturity Date and (iii) within five (5) days after written notice, any other amount required by the Note, this Loan Agreement or any other Loan Document;

(2) any failure by Borrower to maintain, or to cause Master Tenant to maintain, the insurance coverage required by any Loan Document unless the same is the result of the failure to pay the applicable insurance premiums and amounts sufficient to pay such sums have been deposited with Lender pursuant to this Agreement, and the same are not applied by Lender toward payment of such insurance premiums in violation of the terms of the Loan Documents;

(3) any failure by Borrower to pay, or to cause Master Tenant to pay, Impositions when the same are due and payable, unless there are sufficient Imposition Deposits for payment of amounts then due and payable and Lender’s access to such money has not been constrained or restricted in any manner;

(4) any failure by Borrower or any SPE Component Entity to comply with the provisions of Section 4.02(d) relating to its special purpose status or the incurrence of additional indebtedness;

(5) if any warranty, representation, covenant, certification, or statement of Borrower, any SPE Component Entity, Key Principal or Guarantor or any other Person in this Loan Agreement, any of the other Loan Documents (or incorporated from the Mortgage Loan Agreement) or other Loan Documents, or in any other document, certificate, report, financial statement, application or supporting documentation provided or other instrument or document furnished to Lender during the term of the Loan, to induce Lender to (i) make any advance of the Loan, (ii) release monies from any account held by Lender (including any reserve or escrow), (iii) grant consent pursuant to any Loan Document, or (iv) take other action with respect to collateral for the Loan or otherwise in connection with the making of or administration of the Loan, is false, inaccurate, or misleading in any material respect when made;

(6) fraud, gross negligence, willful misconduct, or intentional material misrepresentation or material omission by or on behalf of Borrower, Guarantor, Key Principal, Master Tenant or Signatory Trustee in connection with:

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(A) the application for, or creation of, the Indebtedness;

(B) any financial statement, rent roll, document, certificate, report, application or supporting documentation provided under, pursuant to or in connection with the Mortgage Loan;

(C) any request for Lender’s consent to any proposed action, including a request for disbursement of Reserve/Escrow Account Funds or Collateral Account Funds; or

(D) report, financial statement, application or supporting documentation or other instrument or document furnished to Lender to induce Lender to make the Mortgage Loan;

(7) the occurrence of any Transfer not permitted by the Loan Documents;

(8)the occurrence of a Bankruptcy Event;

(9) the commencement of a forfeiture action or other similar proceeding, whether civil or criminal, which, in Lender’s reasonable judgment, could result in a forfeiture of the Mortgaged Property or otherwise materially impair the lien created by this Loan Agreement or the Security Instrument or Lender’s interest in the Mortgaged Property;

(10) (A) a Material Master Lease Default occurs under the Master Lease, (B) if any of the Master Lease Documents are amended, modified or terminated in violation hereof, or (C) unless expressly permitted hereunder, the Master Lease shall no longer be in effect for any reason whatsoever, including, without limitation, expiration of the Master Lease by its terms absent renewal or extension of the Master Lease, if any;

(11) any failure by Borrower to complete any Repair related to fire, life, or safety issues in accordance with the terms of this Loan Agreement within the Completion Period (or such other date set forth on the Required Repair Schedule or otherwise required by Lender in writing for such Repair);

(12) any exercise by the holder of any other debt instrument secured by a mortgage, deed of trust, or deed to secure debt on the Mortgaged Property of a right to declare all amounts due under that debt instrument immediately due and payable;

(13) if Borrower breaches in any material respect any covenant contained in Section 4.02(j) hereof and such breach continues for two (2) Business Days after written notice from Lender;

(14) if the Mortgaged Property becomes subject to any mechanic’s, materialman’s or other Lien other than a Lien for any Taxes not then due and payable and the Lien remains undischarged of record (by payment, bonding or otherwise) for a period of thirty (30) days;

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(15) if any federal tax lien is filed against Borrower, Guarantor, Key Principal, Master Tenant, Signatory Trustee, any SPE Component Entity (if any) or the Mortgaged Property and same is not discharged of record (by payment, bonding or otherwise) within thirty (30) days after same is filed;

(16) if a judgment is filed against the Borrower in excess of $250,000 which is not vacated, dismissed, discharged or bonded over within ninety (90) days;

(17)if any default occurs under any guaranty or indemnity executed in connection herewith and such default continues after the expiration of applicable grace periods, if any;

(18) if Borrower fails to deliver any Required Record in accordance with Section 8.02 hereof and such breach continues for thirty (30) days after written notice from Lender;

(19) if any of the assumptions contained in the Non-Consolidation Opinion or in any New Non-Consolidation Opinion, is or shall become untrue in any material respect; or

(20) if Borrower amends or modifies the Trust Agreement in violation hereof.

(21) an action for partition of Borrower or the Mortgaged Property is filed and not dismissed within ninety (90) days.

(b) Events of Default Subject to a Specified Cure Period.

Any of the following shall constitute an Event of Default subject to the cure period set forth in the Loan Documents:

(1) if Key Principal or Guarantor is a natural person, the death of such individual, unless all requirements of Section 11.03(e) are met;

(2) the occurrence of a Guarantor Bankruptcy Event, unless all requirements of Section 11.03(f) are met;

(3) any failure by Borrower, Key Principal, or Guarantor to comply with the provisions of Section 5.02(b);

(4) any failure of Borrower to comply with any of the terms, covenants or conditions of Section 5.02 hereof after the expiration of ten (10) Business Days after written notice;

(5) breach of the Operating Covenants and such breach continues for thirty (30) days following delivery of written notice from Lender; or

(6) any failure by Borrower to perform any obligation under this Loan Agreement or any Loan Document that is subject to a specified written notice and cure period, which failure continues beyond such specified written notice and cure period as set forth herein or in the applicable Loan Document.

(c) Events of Default Subject to Extended Cure Period.

The following shall constitute an Event of Default if the existence of such condition or event, or such failure to perform or default in performance continues for a period of thirty (30) days after written notice by Lender to Borrower of the existence of such condition or event, or of such failure to perform or default in performance, provided, however, such period may be extended for up to an additional sixty (60) days if Borrower, in the reasonable discretion of Lender, is diligently pursuing a cure of such; provided, further, however, no such

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written notice, grace period, or extension shall apply if, in Lender’s reasonable judgment, immediate exercise by Lender of a right or remedy under this Loan Agreement or any Loan Document is required to avoid harm to Lender or impairment of the Mortgage Loan (including the Loan Documents), the Mortgaged Property or any other security given for the Mortgage Loan:

(1) any failure by Borrower to perform any of its obligations under this Loan Agreement or any Loan Document (other than those specified in Section 14.01(a) or Section 14.01(b) above) as and when required.

Section 14.02 Remedies.

(a) Acceleration; Foreclosure.

If an Event of Default has occurred and is continuing, the entire unpaid principal balance of the Mortgage Loan, any Accrued Interest, interest accruing at the Default Rate, the Prepayment Premium (if applicable), and all other Indebtedness, at the option of Lender, shall immediately become due and payable, without any prior written notice to Borrower, unless applicable law requires otherwise (and in such case, after any required written notice has been given).  Lender may exercise this option to accelerate regardless of any prior forbearance.  In addition, Lender shall have all rights and remedies afforded to Lender hereunder and under the other Loan Documents and/or Master Lease Documents, including, foreclosure on and/or the power of sale of the Mortgaged Property, as provided in the Security Instrument, termination of the Master Lease and any rights and remedies available to Lender at law or in equity (subject to Borrower’s statutory rights of reinstatement, if any).  Any proceeds of a Foreclosure Event may be held and applied by Lender as additional collateral for the Indebtedness pursuant to this Loan Agreement. Notwithstanding the foregoing, the occurrence of any Bankruptcy Event shall automatically accelerate the Mortgage Loan and all obligations and Indebtedness shall be immediately due and payable without written notice or further action by Lender.

(b) Loss of Right to Disbursements from Collateral Accounts.

If an Event of Default has occurred and is continuing, Borrower shall immediately lose all of its rights to receive disbursements from the Deposit Account, the Reserve/Escrow Accounts and any Collateral Accounts.  During the continuance of any such Event of Default, Lender may use the Reserve/Escrow Account Funds, any Collateral Account Funds (or any portion thereof) or any funds in the Deposit Account for any purpose, including:

(1) repayment of the Indebtedness, including principal prepayments and the Prepayment Premium applicable to such full or partial prepayment, as applicable (however, such application of funds shall not cure or be deemed to cure any Event of Default);

(2) reimbursement of Lender for all losses and expenses (including reasonable legal fees) suffered or incurred by Lender as a result of such Event of Default;

(3) completion of the Replacement, Repair, or Restoration for any other replacement or repair to the Mortgaged Property; and

(4) payment of any amount expended in exercising (and the exercise of) all rights and remedies available to Lender at law or in equity or under this Loan Agreement or under any of the other Loan Documents.

Nothing in this Loan Agreement shall obligate Lender to apply all or any portion of the Reserve/Escrow Account Funds or any other Collateral Account Funds or any funds in the Deposit Account (in each instance, to the extent

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Lender controls such account at such time) on account of any Event of Default by Borrower or to repayment of the Indebtedness or in any specific order of priority.

(c) Remedies Cumulative.

Each right and remedy provided in this Loan Agreement is distinct from all other rights or remedies under this Loan Agreement or any other Loan Document or afforded by applicable law, and each shall be cumulative and may be exercised concurrently, independently, or successively, in any order.  Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of additional default by Borrower in order to exercise any of its remedies with respect to an Event of Default.

Section 14.03 Additional Lender Rights; Forbearance.

(a) No Effect Upon Obligations.

Lender may, but shall not be obligated to, agree with Borrower, from time to time, and without giving notice to, or obtaining the consent of, or having any effect upon the obligations of, Guarantor, Key Principal, or other third party obligor, to take any of the following actions:

(1) the time for payment of the principal of or interest on the Indebtedness may be extended, or the Indebtedness may be renewed in whole or in part;

(2) the rate of interest on or period of amortization of the Mortgage Loan or the amount of the Monthly Debt Service Payments payable under the Loan Documents may be modified;

(3) the time for Borrower’s performance of or compliance with any covenant or agreement contained in any Loan Document, whether presently existing or hereinafter entered into, may be extended or such performance or compliance may be waived;

(4) any or all payments due under this Loan Agreement or any other Loan Document may be reduced;

(5) any Loan Document may be modified or amended by Lender and Borrower in any respect, including an increase in the principal amount of the Mortgage Loan;

(6) any amounts under this Loan Agreement or any other Loan Document may be released;

(7) any security for the Indebtedness may be modified, exchanged, released, surrendered, or otherwise dealt with, or additional security may be pledged or mortgaged for the Indebtedness;

(8) the payment of the Indebtedness or any security for the Indebtedness, or both, may be subordinated to the right to payment or the security, or both, of any other present or future creditor of Borrower; or

(9) any other terms of the Loan Documents may be modified.

(b) No Waiver of Rights or Remedies.

Any waiver of an Event of Default or forbearance by Lender in exercising any right or remedy under this Loan Agreement or any other Loan Document or otherwise afforded by applicable law, shall not be a waiver of any other Event of Default or preclude the exercise or failure to exercise of any other right or remedy.  The acceptance by Lender of payment of all or any part of the Indebtedness after the due date of such payment, or in an amount which is less than the required payment, shall not be a waiver of Lender’s right to require prompt

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payment when due of all other payments on account of the Indebtedness or to exercise any remedies for any failure to make prompt payment.  Enforcement by Lender of any security for the Indebtedness shall not constitute an election by Lender of remedies so as to preclude the exercise or failure to exercise of any other right available to Lender.  Lender’s receipt of any insurance proceeds or amounts in connection with a Condemnation Action shall not operate to cure or waive any Event of Default.

(c) Appointment of Lender as Attorney-In-Fact.

Borrower hereby irrevocably makes, constitutes, and appoints Lender (and any officer of Lender or any Person designated by Lender for that purpose) as Borrower’s true and lawful proxy and attorney-in-fact (and agent-in-fact) in Borrower’s name, place, and stead, with full power of substitution, to:

(1) use any Reserve/Escrow Account Funds for the purpose of making or completing the Replacements, Repairs, or Restoration;

(2) make such additions, changes, and corrections to the Replacements, Repairs, or Restoration as shall be necessary or desirable to complete the Replacements, Repairs, or Restoration;

(3) employ such contractors, subcontractors, agents, architects, and inspectors as shall be required for such purposes;

(4) pay, settle, or compromise all bills and claims for materials and work performed in connection with the Replacements, Repairs, or Restoration, or as may be necessary or desirable for the completion of the Replacements, Repairs, or Restoration, or for clearance of title;

(5) adjust and compromise any claims under any and all policies of insurance required pursuant to this Loan Agreement and any other Loan Document, subject only to Borrower’s rights under this Loan Agreement;

(6) appear in and prosecute any action arising from any insurance policies;

(7) collect and receive the proceeds of insurance, and to deduct from such proceeds Lender’s expenses incurred in the collection of such proceeds;

(8) commence, appear in, and prosecute, in Lender’s or Borrower’s name, any Condemnation Action;

(9) settle or compromise any claim in connection with any Condemnation Action;

(10) execute all applications and certificates in the name of Borrower which may be required by any of the contract documents;

(11) prosecute and defend all actions or proceedings in connection with the Mortgaged Property or the rehabilitation and repair of the Mortgaged Property;

(12) take such actions as are permitted in this Loan Agreement and any other Loan Documents;

(13) execute such financing statements and other documents and to do such other acts as Lender may require to perfect and preserve Lender’s security interest in, and to enforce such interests in, the collateral; and

(14) carry out any remedy provided for in this Loan Agreement and any other Loan Documents, including endorsing Borrower’s name to checks, drafts, instruments and other items of payment and

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proceeds of the collateral, executing change of address forms with the postmaster of the United States Post Office serving the address of Borrower, changing the address of Borrower to that of Lender, opening all envelopes addressed to Borrower, and applying any payments contained therein to the Indebtedness.

Borrower hereby acknowledges that the constitution and appointment of such proxy and attorney-in-fact are coupled with an interest and are irrevocable and shall not be affected by the disability or incompetence of Borrower.  Borrower specifically acknowledges and agrees that this power of attorney granted to Lender may be assigned by Lender to Lender’s successors or assigns as holder of the Note (and the other Loan Documents). The foregoing powers conferred on Lender

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under this Section 14.03(c) shall not impose any duty upon Lender to exercise any such powers and shall not require Lender to incur any expense or take any action.  Borrower hereby ratifies and confirms all that such attorney-in-fact may do or cause to be done by virtue of any provision of this Loan Agreement and any other Loan Documents.

Notwithstanding the foregoing provisions, Lender shall not exercise its rights as set forth in this Section 14.03(c) unless: (A) an Event of Default has occurred and is continuing, and (B) Lender determines, in its discretion, that exigent circumstances exist or that such exercise is necessary or prudent in order to protect and preserve the Mortgaged Property, or Lender’s lien priority and security interest in the Mortgaged Property.

(d) Borrower Waivers.

If more than one Person signs this Loan Agreement as Borrower, each Borrower, with respect to any other Borrower, hereby agrees that Lender, in its discretion, may:

(1) bring suit against Borrower, or any one or more of Borrower, jointly and severally, or against any one or more of them;

(2) compromise or settle with any one or more of the persons constituting Borrower, for such consideration as Lender may deem proper;

(3) release one or more of the persons constituting Borrower, from liability; or

(4) otherwise deal with Borrower, or any one or more of them, in any manner, and no such action shall impair the rights of Lender to collect from any Borrower the full amount of the Indebtedness.

Section 14.04 Waiver of Marshaling.

Notwithstanding the existence of any other security interests in the Mortgaged Property held by Lender or by any other party, Lender shall have the right to determine the order in which any or all of the Mortgaged Property shall be subjected to the remedies provided in this Loan Agreement, any other Loan Document or applicable law.  Lender shall have the right to determine the order in which all or any part of the Indebtedness is satisfied from the proceeds realized upon the exercise of such remedies.  Borrower and any party who now or in the future acquires a security interest in the Mortgaged Property and who has actual or constructive notice of this Loan Agreement waives any and all right to require the marshaling of assets or to require that any of the Mortgaged Property be sold in the inverse order of alienation or that any of the Mortgaged Property be sold in parcels or as an entirety in connection with the exercise of any of the remedies permitted by applicable law or provided in this Loan Agreement or any other Loan Documents.

Lender shall account for any moneys received by Lender in respect of any foreclosure on or disposition of collateral hereunder and under the other Loan Documents provided that Lender shall not have any duty as to any collateral, and Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers.  NONE OF LENDER OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR REPRESENTATIVES SHALL BE RESPONSIBLE TO BORROWER (a) FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED PURSUANT TO A FINAL, NON-APPEALABLE COURT ORDER BY A COURT OF COMPETENT JURISDICTION, OR (b) FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.

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ARTICLE 15 - SECONDARY MARKET

Section 15.01 Transfer of Mortgage Loan.

Lender may, at any time, sell, transfer or assign the Mortgage Loan or any portion thereof or interest therein, or grant participations therein (“Participations”) or issue mortgage pass-through certificates or other securities (“Securities”) evidencing a beneficial interest in a rated or unrated public offering or private placement (each of the foregoing, a “Securitization”).

Section 15.02 Dissemination of Information.

Lender may forward to each actual or prospective purchaser, transferee, assignee, or servicer of, and each participant, or investor in, the Mortgage Loan, or any interest therein, or any Securities or any of their respective successors (collectively, the “Investor”) or any Rating Agency evaluating the Mortgage Loan (and any other credit rating agency that has elected to be treated as a nationally recognized statistical rating organization for purposes of Section 15E of the Exchange Act without regard to whether or not such credit rating agency has been engaged by the Lender or other Person in anticipation of a Securitization) or any Securities and any organization maintaining databases on the underwriting and performance of commercial mortgage loans as well as to the Securities and Exchange Commission and any other Person as required by Legal Requirements, all documents and information which Lender now has or may hereafter acquire relating to the Mortgage Loan and to Borrower, Master Tenant, Signatory Trustee, Guarantor, Key Principal, any SPE Component Entity (if any) and the Mortgaged Property, including financial statements, whether furnished by Borrower or otherwise, as Lender determines necessary or desirable. Borrower irrevocably waives any and all rights it may have under applicable Legal Requirements to prohibit such disclosure, including but not limited to any right of privacy.

Section 15.03 Cooperation.

Borrower agrees to cooperate with Lender in connection with any sale or transfer of the Mortgage Loan or any interest therein or any Securities created pursuant to this Article 15, including, without limitation, (a) the delivery of an estoppel certificate required in accordance with Section 5.02(a)(2) and such other documents as may be reasonably requested by Lender, and (b) the execution of such amendments to the Loan Documents as may be requested by the holder of the Note or the Rating Agencies or otherwise to effect a Securitization or to satisfy Rating Agency requirements including, without limitation, bifurcation of the Mortgage Loan into two or more separate notes; provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (i) change the interest rate, the stated maturity or the amortization of principal set forth herein or in the Note, except in connection with a bifurcation of the Mortgage Loan which may result in varying fixed interest rates and amortization schedules (but in no event shall change the interest only provisions under the Note), but which shall have the same initial weighted average interest rate as the original Note, (ii) modify or amend any other material economic term of the Mortgage Loan, or (iii) increase Borrower’s obligations and liabilities or decrease Borrower’s rights under the Loan Documents other than to a de minimis extent,, provided, that such changes shall not result in a material adverse economic effect to Borrower.  Borrower shall also furnish and Borrower consents to Lender furnishing to such Investors or such prospective Investors or such Rating Agency any and all information concerning the Mortgaged Property, the Master Lease, the Leases, the financial condition of Borrower, Master Tenant, Key Principal or Guarantor as may be requested by Lender, any Investor, any prospective Investor or any Rating Agency in connection with any sale or transfer of the Mortgage Loan or any Participations or Securities. Upon request, Borrower shall furnish to Lender from time to time such financial data and financial statements as Lender determines to be necessary, advisable or appropriate for complying with any applicable Legal Requirements (including those applicable to Lender or any Servicer (including, without limitation and to the extent applicable, Regulation AB or any amendment,

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modification or replacement thereto or thereof)) within the timeframes necessary, advisable or appropriate in order to comply with such legal requirements.  Borrower shall cause Master Tenant to cooperate with Lender in connection with requests made by Lender pursuant to this Section 15.03.  For sake of clarity, notwithstanding the foregoing, so long as Borrower is marketing, has marketed, or certifies in writing that it intends to market the sale of beneficial interests in Borrower as eligible replacement property for a tax-deferred exchange of property under Section 1031 of the Code, in complying with its obligations under this Section 15.03, Borrower shall not be required to undertake (nor may Lender, on behalf of Borrower, undertake) any action that could, in the reasonable judgment of Borrower’s counsel, adversely affect the ability to characterize beneficial interests in Borrower as qualified replacement property for purposes of a tax deferred exchange.

Section 15.04 Costs.  All reasonable out of pocket third party costs and expenses incurred by Borrower in connection with Borrower’s complying with requests made by Lender under Section 15.03 other than fees and expenses of Borrower’s outside counsel, shall be paid or reimbursed by Lender.

ARTICLE 16 – MISCELLANEOUS

Section 16.01 Governing Law; Consent to Jurisdiction and Venue.

(a) THIS AGREEMENT WAS NEGOTIATED IN THE STATE OF NEW YORK, THE LOAN WAS MADE BY LENDER AND ACCEPTED BY BORROWER IN THE STATE OF NEW YORK, AND THE PROCEEDS OF THE LOAN DELIVERED PURSUANT HERETO WERE DISBURSED FROM THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS AND THE OBLIGATIONS ARISING HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS OTHER THAN SECTIONS 5 1401 AND 5 1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK) AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA, EXCEPT THAT AT ALL TIMES THE PROVISIONS FOR THE CREATION, PERFECTION, AND ENFORCEMENT OF THE LIENS AND SECURITY INTERESTS CREATED PURSUANT HERETO AND PURSUANT TO THE OTHER LOAN DOCUMENTS (EXCEPT, AS TO ANY OTHER LOAN DOCUMENTS, AS EXPRESSLY SET FORTH THEREIN) SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAW OF THE STATE IN WHICH THE PROPERTY IS LOCATED, IT BEING UNDERSTOOD THAT, TO THE FULLEST EXTENT PERMITTED BY THE LAW OF SUCH STATE, THE LAW OF THE STATE OF NEW YORK SHALL GOVERN THE CONSTRUCTION, VALIDITY AND ENFORCEABILITY OF ALL LOAN DOCUMENTS AND ALL OF THE OBLIGATIONS ARISING HEREUNDER OR THEREUNDER.  TO THE FULLEST EXTENT PERMITTED BY LAW, BORROWER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS AGREEMENT, THE NOTE AND/OR THE OTHER LOAN DOCUMENTS, AND THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

(b) ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR BORROWER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS MAY AT LENDER’S OPTION BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, COUNTY OF NEW YORK, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL

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OBLIGATIONS LAW AND BORROWER WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND BORROWER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. BORROWER DOES HEREBY DESIGNATE AND APPOINT:

Seyfarth

620 Eighth Avenue

32nd Floor

New York, New York 10018-1405

Attn:  Andrew Pearlstein, Esq.

AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO BORROWER IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON BORROWER IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK.  BORROWER (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR. NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHT OF LENDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST BORROWER IN ANY OTHER JURISDICTION.

Section 16.02 Notice.

(a) Process of Serving Notice.

Except as otherwise set forth herein or in any other Loan Document, all notices under this Loan Agreement and any other Loan Document shall be:

(1) in writing and shall be:

(A) delivered, in person;

(B) mailed, postage prepaid, either by registered or certified delivery, return receipt requested;

(C) sent by overnight courier; or

(D) sent by electronic mail with originals to follow by overnight courier;

(2) addressed to the intended recipient at Borrower’s Notice Address and Lender’s Notice Address, as applicable; and

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(3) deemed given on the earlier to occur of:

(A) the date when the notice is received by the addressee; or

(B) if the recipient refuses or rejects delivery, the date on which the notice is so refused or rejected, as conclusively established by the records of the United States Postal Service or such express courier service.

(b) Change of Address.

Any party to this Loan Agreement may change the address to which notices intended for it are to be directed by means of notice given to the other parties identified on the Information Schedule in accordance with this Section 16.02.

(c) Default Method of Notice.

Any required notice under this Loan Agreement or any other Loan Document which does not specify how notices are to be given shall be given in accordance with this Section 16.02.

(d) Receipt of Notices.

Neither Borrower nor Lender shall refuse or reject delivery of any notice given in accordance with this Loan Agreement.  Each party is required to acknowledge, in writing, the receipt of any notice upon request by the other party.

Section 16.03 Successors and Assigns Bound; Sale of Mortgage Loan.

(a) Binding Agreement.

This Loan Agreement shall bind, and the rights granted by this Loan Agreement shall inure to, the successors and assigns of Lender and the permitted successors and assigns of Borrower. However, a Transfer not permitted by this Loan Agreement shall be an Event of Default and shall be void ab initio.

(b) Sale of Mortgage Loan; Change of Servicer.

Nothing in this Loan Agreement shall limit Lender’s (including its successors and assigns) right to sell or transfer the Mortgage Loan or any interest in the Mortgage Loan.  The Mortgage Loan or a partial interest in the Mortgage Loan (together with this Loan Agreement and the other Loan Documents) may be sold one or more times without prior written notice to Borrower.  A sale may result in a change of the Loan Servicer.

Section 16.04 Counterparts.

This Loan Agreement may be executed in any number of counterparts with the same effect as if the parties hereto had signed the same document and all such counterparts shall be construed together and shall constitute one instrument.

Section 16.05 Joint and Several Liability.

If more than one Person signs this Loan Agreement as Borrower, the obligations of such Persons shall be

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joint and several.

Section 16.06 Relationship of Parties; No Third Party Beneficiary.

(a) Solely Creditor and Debtor.

The relationship between Lender and Borrower shall be solely that of creditor and debtor, respectively, and nothing contained in this Loan Agreement shall create any other relationship between Lender and Borrower.  Nothing contained in this Loan Agreement shall constitute Lender as a joint venturer, partner, or agent of Borrower, or render Lender liable for any debts, obligations, acts, omissions, representations, or contracts of Borrower.

(b) No Third Party Beneficiaries.

No creditor of any party to this Loan Agreement and no other Person shall be a third party beneficiary of this Loan Agreement or any other Loan Document or any account created or

contemplated under this Loan Agreement or any other Loan Document.  Nothing contained in this Loan Agreement shall be deemed or construed to create an obligation on the part of Lender to any third party and no third party shall have a right to enforce against Lender any right that Borrower may have under this Loan Agreement.  Without limiting the foregoing:

(1) any Servicing Arrangement between Lender and any Loan Servicer shall constitute a contractual obligation of such Loan Servicer that is independent of the obligation of Borrower for the payment of the Indebtedness;

(2) Borrower shall not be a third party beneficiary of any Servicing Arrangement; and

(3) no payment by the Loan Servicer under any Servicing Arrangement will reduce the amount of the Indebtedness.

(c) Direction from Master Tenant.

Borrower authorizes Lender to act upon any direction it receives from Master Tenant incident to the Loan Documents with respect to matters for which Master Tenant has responsibility pursuant to the Master Lease Documents (including, without limitation, with respect to requests for, and the application of, disbursements from any Reserve/Escrow Account Funds), and, as between Lender and Borrower, agrees to be bound by any such direction.

Section 16.07 Severability; Entire Agreement; Amendments.

The invalidity or unenforceability of any provision of this Loan Agreement or any other Loan Document shall not affect the validity or enforceability of any other provision of this Loan Agreement or of any other Loan Document, all of which shall remain in full force and effect, including the Guaranty.  All of the Loan Documents contain the complete and entire agreement among the parties as to the matters covered, rights granted, and the obligations assumed in this Loan Agreement and the other Loan Documents.  This Loan Agreement may not be amended or modified except by written agreement signed by the parties hereto.

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Section 16.08 Construction.

(a) The captions and headings of the sections of this Loan Agreement and the Loan Documents are for convenience only and shall be disregarded in construing this Loan Agreement and the Loan Documents.

(b) Any reference in this Loan Agreement to an “Exhibit” or “Schedule” or a “Section” or an “Article” shall, unless otherwise explicitly provided, be construed as referring, respectively, to an Exhibit or Schedule attached to this Loan Agreement or to a Section or Article of this Loan Agreement.

(c) Any reference in this Loan Agreement to a statute or regulation shall be construed as referring to that statute or regulation as amended from time to time.

(d) Use of the singular in this Loan Agreement includes the plural and use of the plural includes the singular.

(e) As used in this Loan Agreement, the term “including” means “including, but not limited to” or “including, without limitation,” and is for example only and not a limitation.

(f) Whenever Borrower’s knowledge is implicated in this Loan Agreement or the phrase “to Borrower’s knowledge” or a similar phrase is used in this Loan Agreement, Borrower’s knowledge or such phrase(s) shall be interpreted to mean to the best of Borrower’s knowledge after reasonable and diligent inquiry and investigation.

(g) Unless otherwise provided in this Loan Agreement, if Lender’s approval, designation, determination, selection, estimate, action, or decision is required, permitted, or contemplated hereunder, such approval, designation, determination, selection, estimate, action, or decision shall be made in Lender’s sole and absolute discretion.

(h) All references in this Loan Agreement to a separate instrument or agreement shall include such instrument or agreement as the same may be amended or supplemented from time to time pursuant to the applicable provisions thereof.

(i) “Lender may” shall mean at Lender’s discretion, but shall not be an obligation.

(j) If the Mortgage Loan proceeds are disbursed on a date that is later than the Effective Date, as described in Section 2.02(a)(1), the representations and warranties in the Loan Documents with respect to the ownership and operation of the Mortgaged Property shall be deemed to be made as of the disbursement date.

Section 16.09 Mortgage Loan Servicing.

All actions regarding the servicing of the Mortgage Loan, including the collection of payments, the giving and receipt of notice, inspections of the Mortgaged Property, inspections of books and records, and the granting of consents and approvals, may be taken by the Loan Servicer unless Borrower receives written notice to the contrary.  If Borrower receives conflicting notices regarding the identity of the Loan Servicer or any other subject, any such written notice from Lender shall govern.  The Loan Servicer may change from time to time (whether related or unrelated to a sale of the Mortgage Loan).  If there is a change of the Loan Servicer, Borrower will be given written notice of the change.

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Section 16.10 Disclosure of Information.

Lender may furnish information regarding Borrower, Key Principal, or Guarantor, or the Mortgaged Property to third parties with an existing or prospective interest in the servicing, enforcement, evaluation, performance, purchase, or securitization of the Mortgage Loan, including trustees, master servicers, special servicers, rating agencies, and organizations maintaining databases on the underwriting and performance of multifamily mortgage loans.  Borrower irrevocably waives any and all rights it may have under applicable law to prohibit such disclosure, including any right of privacy.  Notwithstanding the foregoing, any news releases, publicity or advertising by Lender through any media intended to reach the general public which refers solely to the Borrower or the Loan made by the Lender to the Borrower shall be subject to the prior written approval of Borrower.

Section 16.11 Waiver; Conflict.

No specific waiver of any of the terms of this Loan Agreement shall be considered as a general waiver.  If any provision of this Loan Agreement is in conflict with any provision of any other Loan Document, the provision contained in this Loan Agreement shall control.

Section 16.12 No Reliance.

Borrower acknowledges, represents, and warrants that:

(1) it understands the nature and structure of the transactions contemplated by this Loan Agreement and the other Loan Documents;

(2) it is familiar with the provisions of all of the documents and instruments relating to such transactions;

(3) it understands the risks inherent in such transactions, including the risk of loss of all or any part of the Mortgaged Property;

(4) it has had the opportunity to consult counsel; and

(5) it has not relied on Lender for any guidance or expertise in analyzing the financial or other consequences of the transactions contemplated by this Loan Agreement or any other Loan Document or otherwise relied on Lender in any manner in connection with interpreting, entering into, or otherwise in connection with this Loan Agreement, any other Loan Document, or any of the matters contemplated hereby or thereby.

Section 16.13 Subrogation.

If, and to the extent that, the proceeds of the Mortgage Loan are used to pay, satisfy, or discharge any obligation of Borrower for the payment of money that is secured by a pre-existing mortgage, deed of trust, or other lien encumbering the Mortgaged Property, such Mortgage Loan proceeds shall be deemed to have been advanced by Lender at Borrower’s request, and Lender shall be subrogated automatically, and without further action on its part, to the rights, including lien priority, of the owner or holder of the obligation secured by such prior lien, whether or not such prior lien is released.

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Section 16.14 Counting of Days.

Except where otherwise specifically provided, any reference in this Loan Agreement to a period of “days” means calendar days, not Business Days.  If the date on which Borrower is required to perform an obligation under this Loan Agreement is not a Business Day, Borrower shall be required to perform such obligation by the Business Day immediately preceding such date; provided, however, in respect of any Payment Date, or if the Maturity Date is other than a Business Day, Borrower shall be obligated to make such payment by the Business Day immediately preceding such date.

Section 16.15 Revival and Reinstatement of Indebtedness.

If the payment of all or any part of the Indebtedness by Borrower, Guarantor, or any other Person, or the transfer to Lender of any collateral or other property should for any reason subsequently be declared to be void or voidable under any state or federal law relating to creditors’ rights, including provisions of the Insolvency Laws relating to a Voidable Transfer, and if Lender is required to repay or restore, in whole or in part, any such Voidable Transfer, or elects to do so upon the advice of its counsel, then the amount of such Voidable Transfer or the amount of such Voidable Transfer that Lender is required or elects to repay or restore, including all reasonable costs, expenses, and attorneys’ fees incurred by Lender in connection therewith, and the Indebtedness shall be automatically revived, reinstated, and restored by such amount and shall exist as though such Voidable Transfer had never been made.

Section 16.16 Time is of the Essence.

Borrower agrees that, with respect to each and every obligation and covenant contained in this Loan Agreement and the other Loan Documents, time is of the essence.

Section 16.17 Final Agreement.

THIS LOAN AGREEMENT ALONG WITH ALL OF THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.  All prior or contemporaneous agreements, understandings, representations, and statements, oral or written, are merged into this Loan Agreement and the other Loan Documents. This Loan Agreement, the other Loan Documents, and any of their provisions may not be waived, modified, amended, discharged, or terminated except by an agreement in writing signed by the party against which the enforcement of the waiver, modification, amendment, discharge, or termination is sought, and then only to the extent set forth in that agreement.

Section 16.18 WAIVER OF TRIAL BY JURY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH OF BORROWER AND LENDER (A) COVENANTS AND AGREES NOT TO ELECT A TRIAL BY JURY WITH RESPECT TO ANY ISSUE ARISING OUT OF THIS LOAN AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR THE RELATIONSHIP BETWEEN THE PARTIES AS BORROWER AND LENDER, THAT IS TRIABLE OF RIGHT BY A JURY, AND (B) WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO SUCH ISSUE TO THE EXTENT THAT ANY SUCH RIGHT EXISTS NOW OR IN THE FUTURE.  THIS WAIVER OF RIGHT TO TRIAL BY JURY IS SEPARATELY GIVEN BY EACH PARTY, KNOWINGLY AND VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL.

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Section 16.19 Expenses.

Borrower covenants and agrees to pay or, if Borrower fails to pay, to reimburse, Lender (including, following a Securitization, any securitization trust, servicer, trust advisor, trustee or certificate administrator) upon receipt of written notice from Lender for all reasonable costs and expenses (including reasonable, actual attorneys’ fees and disbursements for outside counsel) reasonably incurred by Lender in accordance with this Loan Agreement (all of which shall be deemed part of the Indebtedness) in connection with (a) the preparation, negotiation, execution and delivery of this Loan Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby and thereby and all the costs of furnishing all opinions by counsel for Borrower (including without limitation any opinions requested by Lender as to any legal matters arising under this Loan Agreement or the other Loan Documents with respect to the Mortgaged Property); (b) [intentionally omitted]; (c) following a request by Borrower, Lender’s ongoing performance and compliance with all agreements and conditions contained in this Loan Agreement and the other Loan Documents on its part to be performed or complied with after the Effective Date; (d) any prepayment, release of the Mortgaged Property, assumption or modification of the Mortgage Loan; (e) the negotiation, preparation, execution, delivery and administration of any consents, amendments, waivers or other modifications to this Loan Agreement and the other Loan Documents and any other documents or matters requested by Borrower or Lender; (f) securing Borrower’s compliance with any requests made pursuant to the provisions of this Loan Agreement; (g) without duplication of costs and expenses incurred pursuant to clause (a) above, the filing and recording fees and expenses, title insurance and reasonable fees and expenses of counsel for providing to Lender all required legal opinions, and other similar expenses incurred in creating and perfecting the Lien in favor of Lender pursuant to this Loan Agreement and the other Loan Documents; (h) enforcing or preserving any rights, in response to third party claims or the prosecuting or defending of any action or proceeding or other litigation, in each case against, under or affecting Borrower, this Loan Agreement, the other Loan Documents, the Mortgaged Property, or any other security given for the Mortgage Loan; (i) any breach of the Loan Documents by Borrower, Key Principal, Guarantor or any Borrower Affiliate; (j) the preservation or protection of the collateral (including, without limitation, taxes and insurance, property inspections and appraisals, legal fees and litigation expenses) following or resulting from an Event of Default under the Loan Documents; and (k) enforcing any obligations of or collecting any payments due from Borrower under this Loan Agreement, the other Loan Documents or with respect to the Mortgaged Property or in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement in the nature of a “work-out” or of any insolvency or bankruptcy proceedings; provided, however, that Borrower shall not be liable for the payment of any such costs and expenses to the extent the same arise by reason of the gross negligence, illegal acts, fraud or willful misconduct of Lender.

In the event that Borrower takes any action or requests any consent or approval of Lender (including, following a Securitization, any securitization trust, servicer, trust advisor, trustee or certificate administrator) under the provisions of this Loan Agreement or any other Loan Document and the taking of such action by Borrower or the giving of such consent or approval by Lender is or may be conditioned upon the receipt of a Rating Agency Confirmation, or, in accordance with the terms of the transaction documents relating to a Securitization, a Rating Agency Confirmation is required in order for such action to be taken by Borrower or the consent of Lender to be given, or, following or resulting from a default by Borrower or the Mortgage Loan becoming a specially serviced loan, a Rating Agency Confirmation is otherwise required in connection with the servicing of the Mortgage Loan or the administration of a securitization trust, Borrower shall provide any indemnities required and pay all of the costs and expenses of Lender, Lender’s servicer and each Rating Agency in connection therewith (including reasonable attorneys’ fees and expenses), and, if applicable, shall pay any fees imposed by any Rating Agency as a condition to the delivery of such confirmation.

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Section 16.20 Cost of Enforcement.

In the event (a) that the Security Instrument is foreclosed in whole or in part, (b) of the bankruptcy, insolvency, rehabilitation or other similar proceeding in respect of Borrower or any of its constituent Persons or an assignment by Borrower or any of its constituent Persons for the benefit of its creditors, or (c) Lender exercises any of its other remedies under this Loan Agreement or any of the other Loan Documents, Borrower shall be chargeable with and agrees to pay all costs of collection and defense, including reasonable attorneys’ fees and costs, incurred by Lender or Borrower in connection therewith and in connection with any appellate proceeding or post-judgment action involved therein, together with all required service or use taxes, all of which shall be deemed part of the Indebtedness. In addition, Borrower shall be responsible for any fees and expenses of Lender or any Loan Servicer, trustee and any third-party fees and expenses, including, without limitation, (1) special servicing fees, work-out fees, liquidation fees, and reasonable attorneys’ fees and disbursements in connection with a modification, restructuring or work out of the Mortgage Loan, or (2) any special servicing fees or (3) fees and expenses related to enforcement of the Loan Documents.

Section 16.21 General Indemnification.

(a) Borrower shall indemnify, defend and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (i) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Mortgaged Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (ii) any use, nonuse or condition in, on or about the Mortgaged Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (iii) performance of any labor or services or the furnishing of any materials or other property in respect of the Mortgaged Property or any part thereof; (iv) any failure of the Mortgaged Property to be in compliance with any Legal Requirements; (v) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (vi) the holding or investing of the Imposition Deposits or the Reserve/Escrow Accounts or the performance of the Repairs, Replacements or Restoration, (vii) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Mortgage Loan; or (viii) Master Tenant’s failure to comply with the Operating Covenants and/or the Master Lease Documents (collectively, the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of Lender.  To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnified Parties.

(b) Borrower shall pay and, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to, any tax on or with respect to the making and/or recording of the Security Instrument, the Note or any of the other Loan Documents, but excluding any income, franchise or other similar taxes.

(c) Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses (including, without limitation, reasonable attorneys’ fees and costs incurred in the investigation, defense, and settlement of Losses incurred in correcting any prohibited transaction or in the sale of a prohibited loan, and in obtaining any individual prohibited transaction exemption under ERISA that may be required, in Lender’s sole discretion) that the Indemnified Parties may incur, directly

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or indirectly, as a result of a default under Section 4.01(m) or Section 4.02(f) of this Loan Agreement.

(d) The obligations and liabilities of Borrower under this Section 16.21shall fully survive indefinitely notwithstanding any termination, satisfaction, assignment, entry of a judgment of foreclosure, exercise of any power of sale, or delivery of a deed in lieu of foreclosure of the Security Instrument.

Section 16.22 Post-Closing Obligations.  Borrower shall provide to Lender within ten (10) Business Days after the Effective Date (i) a rent schedule for the Master Lease, showing Base Rent, Additional Rent and Bonus Rent, and (ii) an executed Independent Trustee Certificate in form and substance approved by Lender, which approval shall not unreasonably be withheld or delayed.

[Remainder of Page Intentionally Blank]

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IN WITNESS WHEREOF, Borrower and Lender have signed and delivered this Loan Agreement under seal (where applicable) or have caused this Loan Agreement to be signed and delivered under seal (where applicable) by their duly authorized representatives. Where applicable law so provides, Borrower and Lender intend that this Loan Agreement shall be deemed to be signed and delivered as a sealed instrument.

BORROWER:
CF SUMMERFIELD MULTIFAMILY DST,
a Delaware statutory trust
By: CF Summerfield Manager, LLC,
a Delaware limited liability company,
its Administrative Trustee
By: /s/ Christopher Milner       (SEAL)
Name: Christopher Milner
Title: President
LENDER:
--- ---
ARBOR PRIVATE LABEL, LLC,
a Delaware limited liability company
By: (SEAL)
Name:
Title:

Signature Page to Loan Agreement

IN WITNESS WHEREOF, Borrower and Lender have signed and delivered this Loan Agreement under seal (where applicable) or have caused this Loan Agreement to be signed and delivered under seal (where applicable) by their duly authorized representatives. Where applicable law so provides, Borrower and Lender intend that this Loan Agreement shall be deemed to be signed and delivered as a sealed instrument.

BORROWER:
CF SUMMERFIELD MULTIFAMILY DST,
a Delaware statutory trust
By: CF Summerfield Manager, LLC,
a Delaware limited liability company,
its Administrative Trustee
By: (SEAL)
Name: Christopher Milner
Title: President
LENDER:
---
ARBOR PRIVATE LABEL, LLC,
a Delaware limited liability company
By: /s/ Tiffany Garris (SEAL)
--- --- ---
Name: Tiffany Garris
Title: Authorized Signatory

Signature Page to Loan Agreement

SIGNATORY TRUSTEE JOINDER AGREEMENT

The undersigned (“Signatory Trustee Joinder Party”) hereby acknowledges and agrees that it has read and reviewed the foregoing Loan Agreement to which this Signatory Trustee Joinder Agreement has been attached.  Capitalized terms used but not defined herein shall have the meaning set forth in the Loan Agreement.

  1. Signatory Trustee Joinder Party hereby covenants, represents, warrants, acknowledges and agrees as follows:

(a) Signatory Trustee Joinder Party has read and reviewed the Loan Agreement and is familiar with the terms and provisions thereof.

(b) Signatory Trustee Joinder Party covenants and agrees to observe and perform all of the covenants and agreements of Signatory Trustee Joinder Party contained in this Loan Agreement.

(c) The obligations of Signatory Trustee Joinder Party under this Signatory Trustee Joinder Agreement are enforceable against Signatory Trustee Joinder Party and are not subject to any defenses, offsets or counterclaims.

(d) The provisions of this Signatory Trustee Joinder Agreement are for the benefit of Lender.

(e) THIS SIGNATORY TRUSTEE JOINDER AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(f) Nothing herein is intended to, nor shall it be construed to, make Signatory Trustee Joinder Party a guarantor of repayment or performance of any obligation of Borrower under the Loan Agreement including without limitation, under the Guaranty, the Environmental Indemnity and the Debt Service Reserve Replenishment Guaranty.

(g) Article 3 of the Loan Agreement is incorporated herein by this reference and deemed made to apply with equal force and effect hereto.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the undersigned has caused this Signatory Trustee Joinder Agreement to be duly executed and delivered as of the date first above written.

ADMINISTRATIVE TRUSTEE JOINDER
PARTY:
CF SUMMERFIELD MANAGER, LLC, a<br><br><br>Delaware limited liability company
By: /s/ Christopher Milner
Name: Christopher Milner
Title: President

Signature Page to Joinder Agreement to Loan Agreement

SCHEDULES & EXHIBITS
Schedules
Schedule 1 Definitions Schedule
Schedule 2 Information Schedule
Schedule 3 Required Replacement Schedule
Schedule 4 Required Repair Schedule
Schedule 5 Exceptions to Representations and Warranties Schedule
Schedule 6 Ownership Interests Schedule
Exhibits
Exhibit A Rent Roll

SCHEDULE 1 TO

LOAN AND SECURITY AGREEMENT

Definitions Schedule

Capitalized terms used in the Loan Agreement have the meanings given to such terms in this Definitions Schedule.

“Accredited Investor” shall mean any investor that meets the definition of “accredited investor” in Rule 501 of Regulation D  of Title 17 of the Code of Federal Regulations, part 230, Sections 501 through 508 (17 C.F.R. §230.501 et seq).

“Accrued Interest” means unpaid interest, if any, on the Mortgage Loan that has not been added to the unpaid principal balance of the Mortgage Loan pursuant to Section 2.02(b) (Capitalization of Accrued But Unpaid Interest) of the Loan Agreement.

“ACM” means Arbor Commercial Mortgage LLC, a Delaware limited liability company.

“Act” means Chapter 18 of Title 6 of the Delaware Code, as amended from time to time, and any successor statute or statutes.

“Actual Borrower Payment” has the meaning specified in Section 13.02 of the Loan Agreement.

“Actual DSCR” means, as of any date of determination, the ratio, as determined by Lender, of (i) Net Cash Flow to (ii) the aggregate amount of Debt Service Amounts which would be due for the applicable period assuming a payment constant based on the Interest Rate and an amortization period of thirty (30) years.

“Additional Lender Repairs” means repairs of the type listed on the Required Repair Schedule but not otherwise identified thereon that Lender determines in its reasonable discretion based on a current property condition report are necessary to properly maintain and operate the Property in compliance with Legal Requirements.

“Additional Lender Replacements” means replacements of the type listed on the Required Replacement Schedule but not otherwise identified thereon that Lender determines in its reasonable discretion based on a current property condition report are necessary to properly maintain and operate the Property in compliance with Legal Requirements.

“Affiliate” means, as to any Person, any other Person that is in Control of, is Controlled by or is under common Control with such Person.

“Annual Budget” means the operating and capital budget for the applicable fiscal year prepared by or on behalf of Borrower or Master Tenant detailing on a monthly basis, consistent with the manner in which Borrower’s and Master Tenant’s operating statements are presented, projected cash flow for such fiscal year and all planned capital expenditures for the Mortgaged Property for such fiscal year, delivered to Lender in accordance with Section 8.02(b)(5) of the Loan Agreement.

“Approved Accounting Method” shall mean GAAP, the cash basis of accounting method, the accrual basis of accounting method or the income tax basis of accounting method utilized by Borrower and Guarantor in the preparation of financial data, or another accounting method commonly used for assets similarly to the Mortgaged Property which is reasonably acceptable to Lender, so long as the same is and remains in general use by significant segments of the United States accounting profession and is consistently applied throughout the full stated term of the Loan (both as to the application of the rules governing such accounting method and the choice of which accounting method to apply).

“Bankruptcy Event” means any one or more of the following:

(a) the commencement, filing or continuation of a voluntary case or proceeding under one or more of the Insolvency Laws by Borrower, Master Tenant or SPE Component Entity;

(b) the acknowledgment in writing by Borrower or Master Tenant (other than to Lender in connection with a workout) that it is unable to pay its debts generally as they mature;

(c) the making of a general assignment for the benefit of creditors by Borrower, Master Tenant or SPE Component Entity;

(d) the commencement, filing or continuation of an involuntary case or proceeding under one or more Insolvency Laws against Borrower, Master Tenant or SPE Component Entity; or

(e) the appointment of a receiver (other than a receiver appointed at the direction or request of Lender under the terms of the Loan Documents), liquidator, custodian, sequestrator, trustee or other similar officer who exercises control over Borrower, Master Tenant or SPE Component Entity or any substantial part of the assets of Borrower, Master Tenant or SPE Component Entity.

“Beneficial Interest” means a “Beneficial Interest” as such term is defined in the Trust Agreement.

“Beneficial Interest Owner Transferee” shall have the meaning set forth in Section 11.02(B)(7) hereof.

“Beneficial Owner” means a Person in whose name a Beneficial Interest is registered in the Ownership Records or to whom a beneficial ownership certificate is issued pursuant to the terms of the Trust Agreement; any such Person shall be deemed to be a “beneficial owner” within the meaning of the Delaware Statutory Trust Act and successors and assigns of such Person.

“Borrower” means, individually (and jointly and severally if more than one), the entity (or entities) identified as “Borrower” in the first paragraph of the Loan Agreement.

“Borrower Affiliate” means, as to Borrower, Guarantor or Key Principal:

(a) [reserved];

(b) any Person that indirectly owns, with the power to vote, twenty percent (20%) or more of the ownership interests in Borrower, Guarantor or Key Principal;

(c) any Person Controlled by, under common Control with, or which Controls, Borrower, Guarantor or Key Principal;

(d) any entity in which Borrower, Guarantor or Key Principal directly or indirectly owns, with the power to vote, twenty percent (20%) or more of the ownership interests in such entity; or

(e) any other individual that is related (to the third degree of consanguinity) by blood or marriage to Borrower, Guarantor or Key Principal.

“Borrower Requested Repairs” means repairs not listed on the Required Repair Schedule requested by Borrower (or Master Tenant, if applicable) to be reimbursed from the Repairs Escrow Account and reasonably approved by Lender.

“Borrower Requested Replacements” means replacements not listed on the Required Replacement Schedule requested by Borrower (or Master Tenant, if applicable) to be reimbursed from the Replacement Reserve Account and reasonably approved by Lender.

“Borrower’s General Business Address” has the meaning set forth in the Information Schedule.

“Borrower’s Notice Address” has the meaning set forth in the Information Schedule.

“Business Day” means any day other than (a) a Saturday, (b) a Sunday, (c) a day on which Lender is not open for business, or (d) a day on which the Federal Reserve Bank of New York is not open for business.

“Cash Collateral Reserve Account” has the meaning set forth in Section 4.02(l)(1)of the Loan Agreement.

“Cash Collateral Reserve Funds” has the meaning set forth in Section 4.02(l)(1) of the Loan Agreement.

“Cash Management Period” means the period commencing on the occurrence of an Event of Default, and ending on the last day of the calendar month during which Lender notifies Borrower of its determination that no Event of Default is continuing.

“Casualty/Condemnation Prepayment” has the meaning set forth in Section 9.03(f) of the Loan Agreement.

“CFI Corporate Transaction” shall have the meaning set forth in Section 11.05 of the Loan Agreement.

“CFI Corporate Transaction Counterparty” shall have the meaning set forth in Section 11.05 of the Loan Agreement.

“Collateral Account Funds” means, collectively, the funds on deposit in any or all of the Collateral Accounts, including the Reserve/Escrow Account Funds.

“Collateral Accounts” means any account designated as such by Lender pursuant to a Collateral Agreement or as established pursuant to this Loan Agreement, including the Reserve/Escrow Account.

“Collateral Agreement” means any separate agreement between Borrower and Lender and any other party for the establishment of any other fund, reserve or account affecting the Mortgage Loan.

“Company” has the meaning set forth in Section 4.02(d)(3) of the Loan Agreement.

“Completion Period” means within sixty (60) days after the Effective Date with respect to life safety system repairs and six (6) months after the Effective Date with respect to all other repairs or as otherwise shown on the Required Repair Schedule.

“Condemnation Action” has the meaning set forth in the Security Instrument.

“Control” (including with correlative meanings, such as “Controlling,” “Controlled by” and “under common Control with”) means, as applied to any entity, the possession, directly or indirectly, of the power to direct or cause the direction of the management and operations of such entity, whether through the ownership of voting securities or other ownership interests, by contract or otherwise.

“Conversion Event” shall have the meaning set forth in Section 11.02(b)(8) of the Loan Agreement.

“Corporate Transaction” shall have the meaning set forth in Section 11.04 of the Loan Agreement.

“Corporate Transaction Counterparty” shall have the meaning set forth in Section 11.04 of the Loan Agreement.

“DBRS” means DBRS, Inc., and its successors in interest.

“Debt Service Amounts” means the Monthly Debt Service Payments and all other amounts payable under the Loan Agreement, the Note, the Security Instrument or any other Loan Document.

“Debt Service Reserve” has the meaning specified in Section 13.02 of the Loan Agreement.

“Debt Service Reserve Replenishment Payment” has the meaning specified in Section 13.02 of the Loan Agreement.

“Debt Service Reserve Replenishment Payment Guaranty” means, if applicable, that certain Debt Service Reserve Replenishment Payment Guaranty of even date herewith executed by Guarantor to and for the benefit of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Default Rate” means an interest rate equal to the lesser of:

(a) the sum of the Interest Rate plus four (4) percentage points; or

(b)the maximum interest rate which may be collected from Borrower under applicable law.

“Defeasance Collateral” has the meaning set forth in Section 2.03(h)(1)(D)(ii) of the Loan Agreement.

“Defeasance Lockout Release Date” means the earlier to occur of (i) the third anniversary of the Effective Date and (ii) the date that is two (2) years from the “startup day” (within the meaning of Section 860G(a)(9) of the IRS Code) of the REMIC Trust established in connection with the last Securitization involving any portion of or interest in the Mortgage Loan.

“Defeasance Security Agreement” has the meaning set forth in Section 2.03(h)(1)(D)(i) of the Loan Agreement.

“Definitions Schedule” means this Schedule 1 (Definitions Schedule) to the Loan Agreement.

“Delaware Statutory Trust” is a trust formed under the Delaware Statutory Trust Act.

“Delaware Statutory Trust Act” means Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code § 3801 et seq., or any successor statute thereto, in each case as amended from time to time.

“Delaware Statutory Trust Requirements” shall mean a Delaware Statutory Trust:  (a) that meets the requirements of a Special Purpose Entity; (b) that is subject to a trust agreement that may not be terminated so long as the Debt remains outstanding except upon the same terms as contained in Section 9 of the Trust Agreement; (c) whose Beneficial Owners (and their respective creditors) have no direct interest in the Mortgaged Property, except as determined for purposes of Section 1031 of the Code; and (d) that is qualified to do business in the state in which the Mortgaged Property is located.

“Delaware Trustee” shall mean Delaware Trust Company, a Delaware corporation.

“Deposit Account” has the meaning set forth in Section 4.02(j)(1) of the Loan Agreement.

“Deposit Account Control Agreement” has the meaning set forth in Section 4.02(j)(1) of the Loan Agreement.

“Deposit Bank” has the meaning set forth in Section 4.02(j)(1) of the Loan Agreement.

“Distributee Entity” shall have the meaning set forth in Section 11.02(b)(8)(D) of the Loan Agreement.

“Division” means the filing of a certificate of division, adoption of a plan of division, amending of any organizational documents, or any other actions taken, permitted, or consented to in order to divide a Person into two or more Persons pursuant to a plan of division such as contemplated under the Delaware Limited Liability Company Act or any other similar requirement of law in any jurisdiction.  The term “Divide” shall have a correlative meaning.

“Drop-Down Distribution” shall have the meaning set forth in Section 11.02(b)(8) of the Loan Agreement.

“Economic Sanctions” means any economic or financial sanction administered or enforced by the United States Government (including, without limitation, those administered by OFAC at http://www.treasury.gov/about/organizational-structure/offices/Pages/Office-of-Foreign-Assets-Control.aspx), the U.S. Department of Commerce, or the U.S. Department of State.

“Effective Date” means March 26, 2021.

“Eligible Account” means a separate and identifiable account from all other funds held by the holding institution that is either (i) an account or accounts maintained with a federal or state chartered depository institution or trust company which complies with the definition of Eligible Institution or (ii) a segregated trust account or accounts maintained with the corporate trust department of a federal or state chartered depository institution or trust company acting in its fiduciary capacity which, in the case of a federally chartered depository institution or trust company acting in its fiduciary capacity is subject to the regulations regarding fiduciary funds on deposit therein under 12 C.F.R. §9.10(b), and in the case of a state chartered depository institution or trust company, is subject to regulations substantially similar to 12 C.F.R. §9.10(b), having in either case a combined capital surplus of at least $50,000,000 and subject to supervision or examination by federal and state authority.  An Eligible Account shall not be evidenced by a certificate of deposit, passbook or other instrument.

“Eligible Institution” means (i) prior to a Securitization of the Mortgage Loan, Arbor Multifamily Lending, LLC, a Delaware limited liability company, or any of its Affiliates, (ii) a depository institution or trust company insured by the Federal Deposit Insurance Corporation (a) the short-term unsecured debt obligations, commercial paper or other short-term deposits of which are rated at least “A-1” by S&P, “P-1” by Moody’s, “F-1” by Fitch (to the extent rated by Fitch) and “R-1 (middle)” by DBRS (to the extent rated by DBRS), in the case of accounts in which funds are held for thirty (30) days or less, and (b) the long-term unsecured debt obligations or deposits of which are rated at least “A” by S&P, “A2” by Moody’s, “A” by Fitch (to the extent rated by Fitch) and “A” by DBRS (to the extent rated by DBRS), in the case of accounts in which funds are held for more than thirty (30) days; provided that after a Securitization only the foregoing ratings requirements of each Rating Agency rating such Securitization shall apply, or (iii) a depository institution or trust company for which a Rating Agency Confirmation has been obtained.

“Employee Benefit Plan” means a plan described in Section 3(3) of ERISA, regardless of whether the plan is subject to ERISA.

“Enforcement Costs” has the meaning set forth in the Security Instrument.

“Environmental Indemnity Agreement” means that certain Environmental Indemnity Agreement dated as of the Effective Date made by Borrower and Guarantor to and for the benefit of Lender, as the same may be amended, restated, replaced, supplemented, or otherwise modified from time to time.

“Environmental Inspections” has the meaning set forth in the Environmental Indemnity Agreement.

“Environmental Laws” has the meaning set forth in the Environmental Indemnity Agreement.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” means, with respect to Borrower, any entity that, together with Borrower, would be treated as a single employer under Section 414(b) or (c) of the Internal Revenue Code, or Section 4001(a)(14) of ERISA, or the regulations thereunder.

“ERISA Plan” means any employee pension benefit plan within the meaning of Section 3(2) of ERISA (or related trust) that is subject to the requirements of Title IV of ERISA, Sections 430 or 431 of the Internal Revenue Code, or Sections 302, 303, or 304 of ERISA, which is maintained or contributed to by Borrower or its ERISA Affiliates.

“Event of Default” means the occurrence of any event listed in Section 14.01 (Events of Default) of the Loan Agreement.

“Exceptions to Representations and Warranties Schedule” means that certain Schedule 5 (Exceptions to Representations and Warranties Schedule) to the Loan Agreement.

“Exchange Act” means the Securities and Exchange Act of 1934, as amended.

“Exchange Changes” has the meaning set forth in Section 4.02(a) of the Loan Agreement.

“Extraordinary Expense” means an operating expense or capital expenditure with respect to the Mortgaged Property that (i) is not set forth on the Annual Budget, (ii) is not an operating expense that has been approved by Lender, and (iii) is not subject to payment by withdrawals from the Replacement Reserve Account, the Repairs Escrow Account, and the Restoration Reserve Account.

“First Payment Date” means the first day of May, 2021. “Fixtures” has the meaning set forth in the Security Instrument. “Fitch” means Fitch Ratings, Inc. and its successors in interest.

“Force Majeure” means closure of governmental offices necessary to complete due diligence or closing, whether due to quarantine, war, terrorism or other armed conflict, or other state or national declared disaster, pandemic (including Covid-19), acts of God, acts of war, civil disturbance, governmental action (including the revocation or refusal to grant licenses or permits, where such revocation or refusal is not due to the fault of Borrower), strikes, lockouts, fire, unavoidable casualties or any other causes beyond the reasonable control of Borrower (other than lack of financing), and of which Borrower shall have notified Lender in writing within ten (10) days after its occurrence.

“Foreclosure Event” means:

(a) foreclosure under the Security Instrument;

(b) any other exercise by Lender of rights and remedies (whether under the Security Instrument or under applicable law, including Insolvency Laws) as holder of the Mortgage Loan and/or the Security Instrument, as a result of which Lender (or its designee or nominee) or a third party purchaser becomes owner of the Mortgaged Property; or

(c) delivery by Borrower to Lender (or its designee or nominee) of a deed or other conveyance of Borrower’s interest in the Mortgaged Property in lieu of any of the foregoing.

“GAAP” shall mean generally accepted accounting principles in the United States of America as of the date of the applicable financial report.

“Goods” has the meaning set forth in the Security Instrument.

“Governmental Authority” means any court, board, commission, department or body of any municipal, county, state or federal governmental unit, or any subdivision of any of them, that has or acquires jurisdiction over Borrower or the Mortgaged Property or the use, operation or improvement of the Mortgaged Property.

“Gross Income from Operations” shall mean all income, computed in accordance with GAAP or other Approved Accounting Method derived from the ownership and operation of the Property from whatever source, including, but not limited to, the Rents (including Rents from tenants in place on the Closing Date and Rents from month-to-month tenants or other tenants pursuant to leases with terms of 60 days or less), community fees, utility charges, escalations, service fees or charges, license fees, parking fees, rent concessions or credits, and other required pass-throughs, but excluding (i) sales, use and occupancy or other taxes on receipts required to be accounted for by Borrower to any Governmental Authority, (ii) refunds and uncollectible accounts, (iii) sales of furniture, fixtures and equipment, (iv) Proceeds (other than business interruption or other loss of income insurance), (v) Awards, (vi) interest on credit accounts, security deposits, utility and other similar deposits, (vii) interest on the Reserve Accounts, (viii) any disbursements to Borrower from the Reserve Accounts, and (ix) rental income attributable to any tenant (1) in bankruptcy that has not affirmed its Lease in the applicable bankruptcy proceeding pursuant to a final, non-appealable order of a court of competent jurisdiction, (2) not paying rent under its Lease or otherwise in default under its Lease beyond any applicable notice and cure periods and/or (3) [intentionally omitted]. Gross income shall not be diminished as a result of the Mortgage or the creation of any intervening estate or interest in the Property or any part thereof. For the avoidance of doubt, Gross Income from Operations shall not include proceeds from the sale of beneficial interests in Borrower.

“Guarantor” means, individually and collectively, any guarantor of the Indebtedness or any other obligation of Borrower under any Loan Document.

“Guarantor Bankruptcy Event” means any one or more of the following:

(a) the commencement, filing or continuation of a voluntary case or proceeding under one or more of the Insolvency Laws by Guarantor;

(b) the acknowledgment in writing by Guarantor (other than to Lender in connection with a workout) that it is unable to pay its debts generally as they mature;

(c) the making of a general assignment for the benefit of creditors by Guarantor;

(d) the commencement, filing or continuation of an involuntary case or proceeding under one or more Insolvency Laws against Guarantor; or

(e) the appointment of a receiver, liquidator, custodian, sequestrator, trustee or other similar officer who exercises control over Guarantor or any substantial part of the assets of Guarantor, as applicable.

“Guarantor’s General Business Address” has the meaning set forth in the Information Schedule.

“Guarantor’s Notice Address” has the meaning set forth in the Information Schedule.

“Guaranty” means, individually and collectively, the Non-Recourse Guaranty and Debt Service Reserve Replenishment Payment Guaranty or other guaranty executed by Guarantor in connection with the Mortgage Loan.

“Immediate Family Members” means a child, stepchild, grandchild, spouse, sibling, or parent, each of whom is not a Sanctioned Person.

“Imposition Account” has the meaning set forth in Section 12.03(b) of the Loan Agreement.

“Imposition Deposits” has the meaning set forth in the Security Instrument.

“Impositions” has the meaning set forth in the Security Instrument. “Improvements” has the meaning set forth in the Security Instrument. “Indebtedness” has the meaning set forth in the Security Instrument.

“Indemnified Liabilities” has the meaning set forth in Section 16.21(a) of the Loan Agreement.

“Indemnified Parties” means mean Lender and any Affiliate or designee of Lender that has filed any registration statement relating to the Securitization or has acted as the sponsor or depositor in connection with the Securitization, any Affiliate of Lender that acts as an underwriter, placement agent or initial purchaser of Securities issued in the Securitization, any other co-underwriters, co-placement agents or co initial purchasers of Securities issued in the Securitization, and each of their respective officers, directors, partners, employees, representatives, agents and Affiliates and each Person or entity who Controls any such Person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, any Person who is or will have been involved in the origination of the Loan, any Person who is or will have been involved in the servicing of the Loan secured hereby, any Person in whose name the encumbrance created by the Security Instrument is or will have been recorded, any Person who may hold or acquire or will have held a full or partial interest in the Loan secured hereby (including, but not limited to, investors or prospective investors in the Securities, as well as custodians, trustees and other fiduciaries who hold or have held a full or partial interest in the Loan secured hereby for the benefit of third parties) as well as the respective directors, officers, shareholders, partners, employees, agents, servants, representatives, contractors, subcontractors, affiliates, subsidiaries, participants, successors and assigns of any and all of the foregoing (including, but not limited to, any other Person who holds or acquires or will have

held a participation or other full or partial interest in the Loan, whether during the term of the Loan or as a part of or following a foreclosure of the Loan and including, but not limited to any successors by merger, consolidation or acquisition of all or a substantial portion of Lender’s assets and business).

“Independent Director” means an individual with at least three (3) years of employment experience serving as an independent director at the time of appointment who is provided by, and is in good standing with, CT Corporation, Corporation Service Company, Delaware Trust Company, National Registered Agents, Inc., Wilmington Trust Company, Stewart Management Company, Lord Securities Corporation or, if none of those companies is then providing professional independent directors or managers or, after a Securitization is not acceptable to the Rating Agencies, another nationally-recognized company reasonably approved by Lender and if required by Lender after a Securitization, the Rating Agencies, in each case that is not an Affiliate of such corporation, Delaware Statutory Trust or limited liability company and that provides professional independent directors, trustees or managers and other corporate services in the ordinary course of its business, and which individual is duly appointed as a trustee, member of the board of directors or board of managers of such corporation, Delaware Statutory Trust or limited liability company and is not, and has never been, and will not while serving as independent director, trustee or manager be:

(a) a member (other than an independent, non-economic “springing” member), partner, equity holder, manager, director, officer or employee of such corporation, Delaware Statutory Trust or limited liability company, or any of its respective equity holders or Borrower Affiliate (other than as an independent director or manager of a Borrower Affiliate of such corporation, Delaware Statutory Trust or limited liability company that is not in the direct chain of ownership of such corporation, Delaware Statutory Trust or limited liability company and that is required by a creditor to be a single purpose bankruptcy remote entity, provided that such independent director or manager is employed by a company that routinely provides professional independent directors or managers in the ordinary course of business);

(b) a customer, creditor, supplier or service provider (including provider of professional services) to such corporation, Delaware Statutory Trust or limited liability company or any of its respective equity holders or Borrower Affiliates (other than a nationally-recognized company that routinely provides professional independent directors or managers and other corporate services to such corporation, Delaware Statutory Trust or limited liability company or any of its respective equity holders or Borrower Affiliates in the ordinary course of business);

(c) a family member of any such member, partner, equity holder, manager, director, officer, employee, creditor, supplier or service provider; or

(d) a Person that Controls or is under common Control with (whether directly, indirectly or otherwise) any of the Persons referred to in clauses (a), (b) or (c) above.

A natural person who otherwise satisfies the foregoing definition other than subparagraph (a) by reason of being the independent director or manager of a Special Purpose Entity in the direct chain of ownership of such corporation, Delaware Statutory Trust or limited liability company shall not be disqualified from serving as an independent director or manager of such corporation, Delaware Statutory Trust or limited liability company, provided that the fees that such individual earns from serving as independent directors or managers of such Borrower Affiliates in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that year.

“Independent Director Event” means, with respect to an Independent Director, (i) any acts or omissions by such Independent Director that constitute willful disregard of such Independent Director’s duties under the applicable organizational documents, (ii) such Independent Director engaging in or being charged with, or being convicted of, fraud or other acts constituting a crime under any law applicable to such Independent Director, (iii) such Independent Director is unable to perform his or her duties as Independent Director due to death, disability or incapacity, or (iv) such Independent Director no longer meeting the definition of Independent Director in this Loan Agreement.

“Independent Trustee” shall mean a natural Person who qualifies as an Independent Director and serves in such capacity for a Qualified Delaware Statutory Trust, and who may also be the Delaware Trustee.

“Information Schedule” means that certain Schedule 2 (Information Schedule) to the Loan Agreement.

“Initial Replacement Reserve Deposit” means $29,875.00.

“Insolvency Laws” means the United States Bankruptcy Code, 11 U.S.C. Section 101, et seq., together with any other federal or state law affecting debtor and creditor rights or relating to the bankruptcy, insolvency, reorganization, arrangement, moratorium, readjustment of debt, dissolution, liquidation or similar laws, proceedings, or equitable principles affecting the enforcement of creditors’ rights, as amended from time to time.

“Insolvent” means:

(a) that the sum total of all of a specified Person’s liabilities (whether secured or unsecured, contingent or fixed, or liquidated or unliquidated) is in excess of the value of such Person’s non-exempt assets, i.e., all of the assets of such Person that are available to satisfy claims of creditors; or

(b) such Person’s inability to pay its debts as they become due.

“Insufficient Funds” shall mean either (i) insufficient revenue from the Mortgaged Property or (ii) Borrower’s lack of access to revenue from the Mortgaged Property as a result of Lender’s exercise of its remedies with respect to Property cash flow or otherwise.

“Intended Prepayment Date” means the date upon which Borrower intends to make a prepayment on the Mortgage Loan, as set forth in the Prepayment Notice.

“Interest Accrual Period” means (i) prior to the First Payment Date, the Interim Interest Accrual Period, and (ii) commencing on the First Payment Date and continuing on each Payment Date thereafter, the calendar month immediately preceding such Payment Date.

“Interest Accrual Method” means an amortization schedule for a Mortgage Loan computed on the basis of a three hundred sixty (360) day year and the actual number of calendar days during the applicable month, calculated by multiplying the unpaid principal balance of the Mortgage Loan by the Interest Rate, dividing the product by three hundred sixty (360), and multiplying the quotient obtained by the actual number of days elapsed in the applicable month.

“Interest Rate” means a rate per annum equal to 3.650%.

“Interim Interest Accrual Period” means the period from and including the Effective Date through and including the last day of the calendar month in which the Effective Date occurs, provided, however, there shall be no “Interim Interest Accrual Period” in the event the Effective Date is the first day of a calendar month.

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended.

“Investor” has the meaning set forth in Section 15.02 of the Loan Agreement.

“Key Principal” means, collectively:

(a) CANTOR FITZGERALD INCOME TRUST, INC., a Maryland corporation; or

(b)any natural person or entity who becomes a Key Principal after the date of the Loan Agreement and is identified as such in an assumption agreement, or another amendment or supplement to the Loan Agreement.

“Key Principal’s External Manager” means CANTOR FITZGERALD INCOME ADVISORS, LLC, a Delaware limited liability company.

“Key Principal’s General Business Address” has the meaning set forth in the Information Schedule.

“Key Principal’s Notice Address” has the meaning set forth in the Information Schedule.

“Key Principal Operating Partnership” means CANTOR FITZGERALD INCOME TRUST OPERATING PARTNERSHIP, L.P., a Delaware limited partnership.

“Land” means the land described in Exhibit A to the Security Instrument.

“Late Charge” means an amount equal to the delinquent amount then due under the Loan Documents multiplied by five percent (5%).

“Leases” has the meaning set forth in the Security Instrument.  Notwithstanding anything to the contrary contained herein, the term “Lease” shall exclude the Master Lease. So long as the Master Lease (or any replacement Master Lease entered into in accordance with this Agreement) is in effect, Borrower shall have no direct interest in the Leases other than in the Master Lease (provided, however, that Master Tenant has transferred, set over and assigned to Borrower all of Master Tenant’s right, title and interest in and to the Leases pursuant to the Master Lease Assignment of Rents as security for Master Tenant’s obligations under the Master Lease, which right, title and interest in turn has been collaterally assigned by Borrower in favor of Lender pursuant to the Security Instrument).

“Legal Requirements” means all statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions of Governmental Authorities affecting the Borrower or the Mortgaged Property or any part thereof, or the construction, use, alteration, ownership or operation thereof, whether now or hereafter enacted and in force, and all permits, licenses, authorizations and regulations relating thereto, and all covenants, agreements, restrictions and encumbrances contained in any instruments, either of record or known to Borrower, at any time in force affecting the Borrower or the Mortgaged Property or any part thereof, including, without limitation, any of which may (i) require repairs, modifications or alterations in or to the Mortgaged Property or any part thereof, or (ii) in any way limit the use and enjoyment thereof.

“Lender” means the entity identified as “Lender” in the first paragraph of the Loan Agreement and its transferees, successors and assigns, or any subsequent holder of the Note.

“Lender’s General Business Address” has the meaning set forth in the Information Schedule.

“Lender’s Notice Address” has the meaning set forth in the Information Schedule.

“Lender’s Payment Address” has the meaning set forth in the Information Schedule.

“Lien” has the meaning set forth in the Security Instrument.

“LLC Agreement” has the meaning set forth in Section 4.02(d)(3) of the Loan Agreement.

“Loan Agreement” means the Loan and Security Agreement dated as of the Effective Date executed by and between Borrower and Lender to which this Definitions Schedule is attached, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Loan Amount” means $76,575,000.00.

“Loan Application” means the application for the Mortgage Loan submitted by Borrower to Lender.

“Loan Documents” means the Note, the Loan Agreement, the Security Instrument, the Environmental Indemnity Agreement, the Guaranty, all guaranties, all indemnity agreements, all Collateral Agreements, all O&M Plans, and any other documents now or in the future executed by Borrower, Guarantor, Key Principal, any other guarantor or any other Person in connection with the Mortgage Loan, as such documents may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Loan Servicer” means the entity that from time to time is designated by Lender to collect payments and deposits and receive notices under the Note, the Loan Agreement, the Security Instrument and any other Loan Document, and otherwise to service the Mortgage Loan for the benefit of Lender.  Unless Borrower receives notice to the contrary, the Loan Servicer shall be the Lender originally named on the Information Schedule.

“Loan Term” means the period commencing on the date hereof and ending on the Maturity Date.

“Losses” means any and all claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages (other than punitive or special damages), losses, costs, expenses, fines, penalties, charges, fees, judgments, awards, amounts paid in settlement of whatever kind or nature (including but not limited to reasonable legal fees and other costs of defense).

“LTV Ratio” has the meaning set forth in Section 10.03(e) of the Loan Agreement.

“Master Lease” shall mean that certain Master Lease Agreement dated as of the date hereof, by and among Borrower, as lessor, and Master Tenant, as lessee.

“Master Lease Assignment of Rents” shall mean that certain Master Lease Assignment of Leases and Rents and Security Agreement, dated the date hereof, executed and delivered by Master Tenant in favor of Borrower, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Master Lease Default” means a “Default” under, and as defined in, the Master Lease.

“Master Lease Documents” shall mean the Master Lease, the Master Lease Assignment of Rents, the Master Lease Subordination Agreement and Memorandum of Subordination Agreement.

“Master Lease Rents” has the meaning set forth in the Security Instrument.

“Master Lease Subordination Agreement” shall mean the Master Lease Subordination and Attornment Agreement executed by Master Tenant for the benefit of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Master Tenant” shall mean CFHZ Summerfield Master Tenant JV, LLC, a Delaware limited liability company, which is the Tenant under the Master Lease.

“Material Action” means, as to any Person, to file any insolvency, or reorganization case or proceeding, to institute proceedings to have such Person be adjudicated bankrupt or insolvent, to institute proceedings under any applicable insolvency law, to seek any relief under any law relating to relief from debts or the protection of debtors, to consent to the filing or institution of bankruptcy or insolvency proceedings against such Person, to file a petition seeking, or consent to, reorganization or relief with respect to such Person under any applicable federal or state law relating to bankruptcy or insolvency, to seek or consent to the appointment of a receiver (unless at Lender’s request), liquidator, assignee, trustee, sequestrator, custodian, or any similar official of or for such Person or a substantial part of its property, to make any assignment for the benefit of creditors of such Person, to admit in writing such Person’s inability to pay its debts generally as they become due (unless such admission is true), or to take action in furtherance of any of the foregoing.

“Material Commercial Lease” means:

(a) any Lease that, individually or in the aggregate with other Leases entered into with the same tenant, comprises five percent (5%) or more of the total gross income at the Mortgaged Property on an annualized basis; or

(b) regardless of the percentage of the total gross income at the Mortgaged Property that it comprises, any Lease relating to:

(1) solar power, thermal power generation, or co-power generation, or for the installation of solar panels or any other electrical power generation equipment, and any related power purchase agreement; or

(2) any unit at the Mortgaged Property leased to Guarantor, Key Principal, or another Borrower Affiliate.

“Material Master Lease Default” shall mean any Master Lease Default (a) in respect of any monetary obligation thereunder or (b) that causes an Event of Default under the Loan.

“Material Owner Transfer” shall mean a Transfer wherein a transferee that did not (together with its Affiliates) own a twenty percent (20%) or more direct or indirect interest in Borrower on the Closing Date will own twenty percent (20%) or more of the direct or indirect interests in Borrower immediately following such Transfer (or if such transferee is foreign, did not (together with its Affiliates) own a ten percent (10%) or more direct or indirect interest in Borrower on the Closing Date will own ten percent (10%) or more of the direct or indirect interests in Borrower immediately following such Transfer.

“Maturity Date” means the Stated Maturity Date, or any earlier date on which the unpaid principal balance of the Mortgage Loan becomes due and payable by acceleration or otherwise.

“Maximum Inspection Fee” means $1,000.

“Maximum Repair Cost” means the amount(s) set forth in the Required Repair Schedule, if any.

“Maximum Repair Disbursement Interval” means one (1) time per calendar month.

“Maximum Replacement Reserve Disbursement Interval” means one (1) time per calendar month.

“Maximum Restoration Reserve Disbursement Interval” means one (1) time per calendar month.

“Member” has the meaning set forth in Section 4.02(d)(3) of the Loan Agreement.

“Memorandum of Subordination Agreement” shall mean that certain Memorandum of Subordination Agreement, dated on or about the date hereof, by and between Master Tenant and Lender.

“Mezzanine Debt” means a loan to a direct or indirect owner of Borrower secured by a pledge of such owner’s interest in an entity owning a direct or indirect interest in Borrower.

“Minimum Repairs Disbursement Amount” means $5,000.

“Minimum Replacement Reserve Disbursement Amount” means $5,000.

“Minimum Restoration Reserve Disbursement Amount” means $5,000.

“Monthly Payment” has the meaning specified in Section 13.02 of the Loan Agreement.

“Monthly Debt Service Payment” means with respect to each Payment Date, a payment equal to the amount of interest which has accrued during the related Interest Accrual Period computed at the Interest Rate.

“Monthly Replacement Reserve Deposit” means $9,958.33.

“Moody’s” means Moody’s Investors Service, Inc., and its successors in interest.

“Mortgage Loan” means the mortgage loan made by Lender to Borrower in the principal amount of the Note made pursuant to the Loan Agreement, evidenced by the Note and secured by the Loan Documents that are expressly stated to be security for the Mortgage Loan.

“Mortgaged Property” has the meaning set forth in the Security Instrument.

“Net Cash Flow” means, for any specified period, the total of (a) the Gross Income from Operations for the

Mortgaged Property minus (b) Operating Expenses for the Mortgaged Property, minus (c) the full amount underwritten for the Replacement Reserve Account (regardless of whether deposits have been or will be waived or reduced).

“Net Proceeds Prepayment” has the meaning set forth in Section 9.03(f) of the Loan Agreement.

“New Non-Consolidation Opinion” means a bankruptcy non-consolidation opinion from the counsel to Borrower that delivered the Non-Consolidation Opinion or other outside counsel to Borrower reasonably acceptable to Lender, in form and substance satisfactory to Lender and, after a Securitization, the Rating Agencies, and which is required to be delivered subsequent to the Effective Date pursuant to, and in connection with, the Loan Agreement.

“Non-Consolidation Opinion” means that certain bankruptcy non-consolidation opinion dated the date hereof delivered by Berger Harris LLP in connection with the Mortgage Loan.

“Non-Recourse Guaranty” means, if applicable, that certain Guaranty of Non-Recourse Obligations of even date herewith executed by Guarantor to and for the benefit of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Note” means that certain Promissory Note of even date herewith in the original principal amount of the stated Loan Amount made by Borrower in favor of Lender, and all schedules, riders, allonges and addenda attached thereto, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“O&M Plan” has the meaning set forth in the Environmental Indemnity Agreement.

“OFAC” means the United States Treasury Department, Office of Foreign Assets Control, and any successor thereto.

“Operating Covenant” shall mean to operate the Mortgaged Property in a good and safe condition and repair and otherwise consistent with the standards employed by multifamily properties of similar vintage and quality in the same geographic location.

“Operating Expenses” shall mean the total of all expenditures by Borrower or Master Tenant, computed in accordance with GAAP or other Approved Accounting Method, of whatever kind relating to the operation, maintenance and management of the Property that are incurred on a regular monthly or other periodic basis, including without limitation, utilities, ordinary repairs and maintenance, insurance premiums, license fees, Property taxes and assessments, advertising and marketing expenses, franchise fees, management fees, payroll and related taxes, computer processing charges, operational equipment or other lease payments as approved by Lender, and other similar costs, but excluding depreciation, Debt Service and Capital Expenses.

“Original Guaranties” shall have the meaning set forth in Section 11.04 of the Loan Agreement.

“Ownership Interests Schedule” means that certain Schedule 6 (Ownership Interests Schedule) to the Loan Agreement.

“Ownership Records” shall mean the records maintained by the Signatory Trustee, indicating from time to time the name, mailing address, and percentage beneficial interest in Borrower of each Beneficial Owner.

“Participations” has the meaning set forth in Section 15.01 of the Loan Agreement.

“Payment Date” means the First Payment Date and the first day of each month thereafter until the Mortgage Loan is fully paid.

“Permitted Encumbrance” has the meaning set forth in the Security Instrument.

“Permitted Investments” means any one or more of the following obligations or securities, including, without limitation, those issued by any servicer of the Mortgage Loan, any trustee or certificate administrator under any Securitization, or any of their respective affiliates:

(a) direct obligations of, or obligations fully guaranteed as to timely payment of principal and interest by, the United States or any agency or instrumentality thereof, provided that each such obligation is backed by the full faith and credit of the United States;

(b) demand or time deposits in, unsecured certificates of deposit of, money market deposit accounts of, or bankers’ acceptances issued by, any depository institution or trust company incorporated or organized under the laws of the United States of America or any state thereof and subject to supervision and examination by federal or state banking authorities, so long as the commercial paper or other short-term debt obligations of such depository institution or trust company are rated in the highest short-term debt rating category of each Rating Agency and, if the investment described in this clause (ii) has a term in excess of three months, the long-term debt obligations of such depository institution or trust company have been assigned a rating by each Rating Agency at least equal to “AAA” (or the equivalent) (or, if not rated by a particular Rating Agency, an equivalent rating by at least two Rating Agencies has been assigned to the long-term debt obligations of such depository institution or trust company);

(c) repurchase agreements or obligations with respect to any security set forth in clause (i) above where such security has a remaining maturity of one (1) year or less and where such repurchase obligation has been entered into with a depository institution or trust company (acting as principal) set forth in clause (ii) above and which meets the minimum rating requirement for such entity set forth in clause (ii) above;

(d) debt obligations bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States of America or any state, which debt obligations are rated in the highest short term debt rating category of each Rating Agency and, if the investment described in this clause (iv) has a term in excess of three months, the long-term debt obligations of such corporation have been assigned a rating by each Rating Agency at least equal to “AAA” (or the equivalent) (or, if not rated by a particular Rating Agency, an equivalent rating by at least two Rating Agencies has been assigned to the long-term debt obligations of such corporation); provided, however, that securities issued by any particular corporation will not be Permitted Investments to the extent that investment therein will cause the then outstanding principal amount of securities issued by such corporation and held in the accounts established under the servicing agreement with respect to a Securitization governing the servicing of the Mortgage Loan to exceed 10% of the aggregate principal amount of all Permitted Investments under such servicing agreement;

(e) commercial paper (including both non-interest-bearing discount obligations and interest-bearing obligations payable on demand or on a specified date not more than one year after the date of issuance thereof), so long as the short-term obligations of the issuer of such commercial paper are rated in the highest short-term debt rating category of each Rating Agency and, if the investment described in this clause (v) has a term in excess of three months, the long-term debt obligations of the issuer of such commercial paper have been assigned a rating by each Rating Agency at least equal to “AAA” (or the equivalent) (or, if not rated by a particular Rating Agency, an equivalent rating by at least two Rating Agencies has been assigned to the long-term debt obligations of such issuer);

(f) money market funds that maintain a constant asset value and that are rated in the highest rating categories of each Rating Agency (or, if not rated by a particular Rating Agency, an equivalent rating by at least two Rating Agencies has been assigned to such money market fund); and

(g) an obligation, security or investment described in any of the categories above that, but for the failure to satisfy one or more of the minimum rating(s) set forth in the applicable category, would be a Permitted Investment, provided such obligation, security or investment (a) is the subject of a Rating Agency Confirmation from each Rating Agency for which the minimum rating(s) set forth in the applicable category is not satisfied, or (b) satisfies the requirements for Permitted Investments set forth in the servicing agreement with respect to a Securitization governing the servicing of the Mortgage Loan;

(h) provided, however, that each Permitted Investment (a) qualifies as a “cash flow investment” pursuant to Section 860G(a)(6) of the Internal Revenue Code, (b) shall have a predetermined fixed principal amount due at maturity that cannot vary or change and (c) that provides for a variable rate of interest must have an interest rate that is tied to a single interest rate index plus a fixed spread, if any, and move proportionately with such index; and provided, further, however, that no such instrument shall be a Permitted Investment (1) if such instrument evidences either (A) a right to receive only interest payments or only principal payments with respect to the obligations underlying such instrument or (B) a right to receive both principal and interest payments derived from obligations underlying such instrument and the principal and interest payments with respect to such instrument provide a yield to maturity of greater than 120% of the yield to maturity at par of such underlying obligations, or (2) if it may be redeemed at a price below the purchase price; and provided, further, that each Permitted Investment shall have a maturity date no later than the date such instrument is required to be used to satisfy the obligations under the Loan Agreement, and, in any event, shall not have a maturity in excess of one (1) year; and provided, further, that no amount may be invested in investments treated as equity interests for federal income tax purposes.  For the purpose of this definition, units of investment funds (including money market funds) shall be deemed to mature daily.

“Permitted Prepayment Date” means the last Business Day of a calendar month.

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

“Personal Property” means the Goods, accounts, choses of action, chattel paper, documents, general intangibles (including Software), payment intangibles, instruments, investment property, letter of credit rights, supporting obligations, computer information, source codes, object codes, records and data, all telephone numbers or listings, claims (including claims for indemnity or breach of warranty), deposit accounts and other property or assets of any kind or nature related to the Land or the Improvements, including operating agreements, surveys, plans and specifications and contracts for architectural, engineering and construction services relating to the Land or the Improvements, and all other intangible property and rights relating to the operation of, or used in connection with, the Land or the Improvements, including all governmental permits relating to any activities on the Land.

“Personalty” has the meaning set forth in the Security Instrument.

“PML” has the meaning set forth in Section 9.02(a)(1)(F) of the Loan Agreement.

“Preferred Equity” means a direct or indirect equity ownership interest in, economic interests in, or rights with respect to, Borrower that provide an equity owner preferred dividend, distribution, payment, or return treatment relative to other equity owners.

“Prepayment Lockout Period” means the period commencing on the Effective Date and ending on the Prepayment Premium Period End Date.

“Prepayment Notice” means the written, revocable notice that Borrower is required to provide to Lender in accordance with Section 2.03 (Lockout/Prepayment) of the Loan Agreement in order to make a prepayment on the Mortgage Loan, which shall include, at a minimum, the Intended Prepayment Date.

“Prepayment Premium” has the meaning set forth in Section 2.03(a)(2) of the Loan Agreement.

“Prepayment Premium Period End Date” means the last day of January, 2031.

“Property Jurisdiction” has the meaning set forth in the Security Instrument.

“Property Square Footage” has the meaning set forth in the Information Schedule.

“Publicly-Held Corporation” means a corporation, the outstanding voting stock of which is registered under Sections 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended.

“Publicly-Held Trust” means a real estate investment trust, the outstanding voting shares or beneficial interests of which are registered under Sections 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended.

“Qualified Delaware Statutory Trust” is a Delaware Statutory Trust meeting the Delaware Statutory Trust Requirements.

“Qualified External Manager” shall mean (a) ACM or an Affiliate of ACM, (b) any Affiliate of Key Principal, or (c) a reputable and experienced investment management organization, which organization or its principals possess at least ten (10) years of experience in managing of real estate investment trusts (or similar investment oriented entities) similar in size to Key Principal.

“Qualified Manager” shall mean (a) Manager, (b) Newmark Knight Frank, (c) Key Principal or any Affiliate of Key Principal, or (d) a reputable and experienced management organization reasonably satisfactory to Lender, which organization or its principals possess at least ten (10) years of experience in managing properties similar in scope, size, use and value of the Mortgaged Property and manages properties comprising not fewer than 5,000 residential units, provided that, as to clause (c) of this definition, (i) if a Securitization has occurred, Borrower shall, at Lender’s option, obtain prior written confirmation from the Rating Agencies that management of the Mortgaged Property by such entity will not cause a downgrading, withdrawal or qualification of the then current rating of the Securities issued pursuant to the Securitization, and (ii) if a Securitization has not occurred, Borrower shall have obtained the prior written consent of Lender.

“Qualified Replacement Delaware Trustee” shall mean a trust company or such other institution satisfying applicable laws of the State of Delaware and which is a nationally-recognized company that provides, inter alia, professional independent directors or independent managers in the ordinary course of its business to issuers of securitization or structured finance instruments, agreements or securities or lenders originating commercial real estate loans for inclusion in securitization or structured finance instruments, agreements or securities, or which is otherwise satisfactory to Lender in its reasonable discretion.

“Qualified Replacement Signatory Trustee” shall mean a Special Purpose Entity that complies with all relevant State of Delaware trust laws, that is directly or indirectly Controlled by a Guarantor or Key Principal, or which is otherwise satisfactory to Lender in its reasonable discretion.

“Qualified Successor Master Tenant” means a Special Purpose Entity that is directly or indirectly Controlled by a Guarantor or Key Principal and is a successor to the Master Tenant under the Master Lease.

“Ratification of Loan Documents” shall have the meaning set forth in Section 11.02(b)(8) of the Loan Agreement.

“Rating Agencies” means each of S&P, Moody’s, DBRS and Fitch or any other nationally-recognized statistical rating agency (and any successor to any of the foregoing) designated by Lender, provided that each of the foregoing shall be deemed included within the definition of “Rating Agencies” only if such rating agency is rating (or is anticipated by Lender to rate) the Securities.

“Rating Agency Confirmation” means, with respect to any matter, confirmation in writing (which may be in electronic form) by each applicable Rating Agency that a proposed action, failure to act or other event with respect to which such Rating Agency Confirmation is sought will not in and of itself result in the downgrade, withdrawal or qualification of the then-current rating assigned to any Securities (if then rated by such Rating Agency); provided that upon receipt of a written acknowledgment or waiver (which may be in electronic form and whether or not specifically identifying the matter or in general, press release form) from a Rating Agency indicating its decision not to review or to waive review of the matter for which Rating Agency Confirmation is sought, or following the failure of a Rating Agency to respond to the request for which Rating Agency Confirmation is sought within the time frames and in the manner prescribed in any pooling or trust and servicing agreement governing the administration of all or any portion of the Loan, the requirement to obtain Rating Agency Confirmation for such matter at such time will be considered not to apply (as if such requirement did not exist for such matter at such time) with respect to such Rating Agency.  In the event that, at any given time, no Securities are then outstanding, then the term Rating Agency Confirmation shall be deemed instead to require the prior written consent of Lender.

“Release Date” has the meaning set forth in Section 2.03(h)(1)(B) of the Loan Agreement.

“REMIC Opinion” means, with respect to any proposed matter or transaction, an opinion of counsel acceptable to Lender, in form and substance satisfactory to Lender and, if required in accordance with the terms of the transaction documents relating to a Securitization, the Rating Agencies, that the completion of such matter or transaction will not directly or indirectly result in or cause the REMIC Trust or any of its assets to fail to qualify or maintain its status as a REMIC Trust.

“REMIC Trust” means any “real estate mortgage investment conduit” within the meaning of Section 860D of the Internal Revenue Code that holds an interest in all or any portion of the Mortgage Loan.

“Rents” has the meaning set forth in the Security Instrument.

“Rent Regulations” has the meaning set forth in Section 6.02(f) of the Loan Agreement.

“Rent Roll” has the meaning set forth in Section 7.01(c) of the Loan Agreement.

“Repair Threshold” means $10,000.

“Repairs” means, individually and collectively, the Required Repairs, Borrower Requested Repairs, and Additional Lender Repairs.

“Repairs Escrow Account” means the Eligible Account established by Lender into which the Repairs Escrow Deposit is deposited to fund the Repairs.

“Repairs Escrow Account Administrative Fee” means a one-time fee of $500.

“Repairs Escrow Deposit” means $10,000.

“Replacement Reserve Account” means the Eligible Account established by Lender into which the Replacement Reserve Deposits are deposited to fund the Replacements.

“Replacement Reserve Account Administration Fee” means $600, payable annually.

“Replacement Reserve Account Interest Disbursement Frequency” means monthly.

“Replacement Reserve Deposits” means the Initial Replacement Reserve Deposit, Monthly Replacement Reserve Deposits and any other deposits to the Replacement Reserve Account required by the Loan Agreement.

“Replacement Threshold” means $10,000.

“Replacements” means, individually and collectively, the Required Replacements, Borrower Requested Replacements and Additional Lender Replacements.

“Required Records” has the meaning set forth in Section 8.02(e) of the Loan Agreement.

“Required Repair Schedule” means that certain Schedule 4 (Required Repair Schedule) to the Loan Agreement.

“Required Repairs” means those items listed on the Required Repair Schedule.

“Required Replacement Schedule” means that certain Schedule 3 (Required Replacement Schedule) to the Loan Agreement.

“Required Replacements” means those items listed on the Required Replacement Schedule.

“Reserve/Escrow Account Funds” means, collectively, the funds on deposit in the Reserve/Escrow Accounts.

“Reserve/Escrow Accounts” means, individually and collectively, the Replacement Reserve Account, the Repairs Escrow Account, the Debt Service Reserve, the Cash Collateral Reserve Account and the Restoration Reserve Account.

“Residential Lease” means a Lease of an individual dwelling unit.

“Restoration” means any work and improvements required to be performed to the Mortgaged Property following a casualty, event of loss or Condemnation Action as set forth in plans and specifications approved by Lender.

“Restoration Reserve Account” means, if applicable, the account established by Lender into which insurance proceeds are deposited in order to fund a Restoration following a casualty or event of loss.

“Restoration Threshold” means $3,500,000.

“Restricted Ownership Interest” means, with respect to any entity, the following:

(a) if such entity is a general partnership or a joint venture, forty-nine percent (49%) or more of all general partnership or joint venture interests in such entity;

(b) if such entity is a limited partnership:

(1) the interest of any general partner; or

(2) forty-nine percent (49%) or more of all limited partnership interests in such entity;
(c) if such entity is a limited liability company or a limited liability partnership:
--- ---

(1) the interest of any managing member or the contractual rights of any non-member manager; or

(2) forty-nine percent (49%) or more of all membership or other ownership interests in such entity;

(d) if such entity is a corporation (other than a Publicly-Held Corporation) with only one class of voting stock, forty-nine percent (49%) or more of voting stock in such corporation;

(e) if such entity is a corporation (other than a Publicly-Held Corporation) with more than one class of voting stock, the amount of shares of voting stock sufficient to have the power to elect the majority of directors of such corporation; or

(f) if such entity is a trust (other than a land trust or a Publicly-Held Trust), the power to Control such trust vested in the trustee of such trust or the ability to remove, appoint or substitute the trustee of such trust (unless the trustee of such trust after such removal, appointment or substitution is a trustee identified in the trust agreement approved by Lender).

“Review Fee” means the non-refundable fee of $15,000 payable to Lender.

“Sanctioned Country” means a country subject to either a targeted or comprehensive country wide sanctions program administered and enforced by OFAC, which list is updated from time to time.

“Sanctioned Person” means (a) a Person named on the list of “Specially Designated Nationals and Blocked Persons” maintained by OFAC, available at http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx, or as otherwise published from time to time; (b) (1) an agency of the government of a Sanctioned Country, (2) an organization controlled by a Sanctioned Country, or (3) a Person resident in a Sanctioned Country, to the extent any Person described in clauses (1), (2) or (3) is the subject of a sanctions program administered by OFAC; and, (c) a Person whose property and interests in property are blocked pursuant to an Executive Order or regulations administered by OFAC consistent with the guidance issued by OFAC.

“Securities” has the meaning set forth in Section 15.01 of the Loan Agreement.

“Securitization” has the meaning set forth in Section 15.01 of the Loan Agreement.

“Security Instrument” means that certain mortgage, deed to secure debt or deed of trust executed and delivered by Borrower as security for the Mortgage Loan and encumbering the Mortgaged Property, including all riders or schedules attached thereto, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Servicing Arrangement” means any arrangement between Lender and the Loan Servicer for loss sharing or interim advancement of funds.

“Short-Term Rental” means any Lease or master Lease (including subleases, licenses, and other possessory interests, whether oral or written) of an individual dwelling unit, for which the intended occupancy of the dwelling unit is for a period or periods of less than thirty (30) days, irrespective of the stated term of the Lease, including any Lease:

(a) for corporate tenant and guest suite purposes; or

(b) with an agreement or arrangement between either:

(i) Borrower and a tenant whereby the tenant may enter into a separate agreement or arrangement with a Short-Term Rental Provider to offer Short-Term Rentals at the Mortgaged Property; or

(ii) Borrower and a Short-Term Rental Provider, pursuant to which tenants may offer Short-Term Rentals at the Mortgaged Property.

“Short-Term Rental Provider” means any platform or provider (including any internet or online service platform or provider) that offers Short-Term Rental services and arrangements, including booking and reservation services to guests and customers.

“Shortfall” has the meaning specified in Section 13.02 of the Loan Agreement.

“Signatory Trustee” shall mean CF Summerfield Manager, LLC, a Delaware limited liability company, or the Person then serving, at the time of determination, as the signatory trustee, administrative manager or administrative trustee (as applicable) under Borrower’s Trust Agreement.

“Software” has the meaning set forth in the Security Instrument.

“S&P” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, and its successors in interest.

“Special Member” has the meaning set forth in Section 4.02(d)(3) of the Loan Agreement.

“Special Purpose Entity” means an entity whose organizational documents contain restrictions on its activities and impose requirements intended to preserve such entity’s separateness that are substantially similar to those contained in Section 4.02(d) of the Loan Agreement.

“SPE Component Entity” has the meaning set forth in Section 4.02(d)(2) of the Loan Agreement.

“Stated Maturity Date” means the first day of April, 2031.

“Substitute Guaranties” shall have the meaning set forth in Section 11.04 of the Loan Agreement.

“Taxes” has the meaning set forth in the Security Instrument.

“Title Policy” means the mortgagee’s loan policy of title insurance issued in connection with the Mortgage Loan and insuring the lien of the Security Instrument as set forth therein, as approved by Lender.

“Total Parking Spaces” has the meaning set forth in the Information Schedule.

“Total Residential Units” has the meaning set forth in the Information Schedule.

“Transfer” means:

(a) a sale, assignment, transfer or other disposition (whether voluntary, involuntary, or by operation of law), other than Residential Leases, Material Commercial Leases or non-Material Commercial Leases permitted by this Loan Agreement;

(b) a granting, pledging, creating or attachment of a lien, encumbrance or security interest (whether voluntary, involuntary, or by operation of law);

(c) an issuance or other creation of a direct or indirect ownership interest;

(d) a withdrawal, retirement, removal or involuntary resignation of any owner or manager of a legal entity; or

(e) a merger, consolidation, dissolution, Division or liquidation of a legal entity.

“Transfer Fee” means a fee equal to (i) in connection with the first assumption of the Mortgage Loan, one-half of one percent (0.5%) of the unpaid principal balance of the Mortgage Loan payable to Lender, and (ii) in connection with any subsequent assumption, one percent (1%) of the unpaid principal balance of the Mortgage Loan payable to Lender.

“TRIPRA” has the meaning set forth in Section 9.02(a)(1)(D) of the Loan Agreement.

“Trust Agreement” means the Trust Agreement of Borrower, as the same has been delivered to Lender in connection with the closing of the Loan, and as the same may be hereafter amended, restated, replaced, supplemented or otherwise modified from time to time in accordance herewith.

“UCC” has the meaning set forth in the Security Instrument.

“UCC Collateral” has the meaning set forth in the Security Instrument.

“Voidable Transfer” means any fraudulent conveyance, preference or other voidable or recoverable payment of money or transfer of property.

[Remainder of Page Intentionally Blank]

SCHEDULE 2 TO

LOAN AND SECURITY AGREEMENT

Information Schedule

(Interest Rate Type - Fixed Rate)

I. GENERAL PARTY AND MULTIFAMILY PROJECT INFORMATION
Borrower CF SUMMERFIELD MULTIFAMILY DST, <br>a Delaware statutory trust
Lender ARBOR PRIVATE LABEL, LLC, <br>a Delaware limited liability company
Servicer Arbor Multifamily Lending, LLC,<br><br><br>a Delaware limited liability company
Key Principal CANTOR FITZGERALD INCOME TRUST, INC., <br>a Maryland corporation
Guarantor CANTOR FITZGERALD INCOME TRUST,
INC., a Maryland corporation
ADDRESSES
Borrower’s General Business Address 110 E. 59th Street, New York, New York 10022 <br>Attention: Aaron Wessner
Borrower’s Notice Address
Mortgaged Property Address 8100 Gibbs Way, Landover, Maryland 20785
Mortgaged Property County Prince George’s County
Key Principal’s General Business 110 E. 59th Street, New York, New York 10022
Address Attention: Aaron Wessner
Key Principal’s Notice Address 110 E. 59th Street, New York, New York 10022
Attention: Aaron Wessner
Guarantor’s General Business 110 E. 59th Street, New York, New York 10022
Address Attention: Aaron Wessner
Guarantor’s Notice Address 110 E. 59th Street, New York, New York 10022
Attention: Aaron Wessner
Lender’s General Business Arbor Private Label, LLC
Address 333 Earle Ovington Boulevard, Suite 900
Uniondale, New York 11553
Attention: William Connolly, Esq.
Telephone No: (516) 506-4200
Facsimile No.: (516) 506-4345
Lender’s Notice Address Arbor Private Label, LLC<br><br><br>333 Earle Ovington Boulevard, Suite 900<br><br><br>Uniondale, New York 11553<br><br><br>Attention: William Connolly, Esq.<br><br><br>Telephone No: (516) 506-4200<br><br><br>Facsimile No.: (516) 506-4345
--- ---
Lender’s Payment Address Arbor Private Label, LLC<br><br><br>333 Earle Ovington Boulevard, Suite 900<br><br><br>Uniondale, New York 11553<br><br><br>Attention: William Connolly, Esq.<br><br><br>Telephone No: (516) 506-4200<br><br><br>Facsimile No.: (516) 506-4345
II. MORTGAGED PROPERTY INFORMATION
Property Square Footage
Total Parking Spaces
Total Residential Units 478
Affordable Housing Property Yes<br><br><br> No

SCHEDULE 3 TO

LOAN AND SECURITY AGREEMENT

SCHEDULE 4 TO

LOAN AND SECURITY AGREEMENT

Required Repair Schedule

[NONE]

SCHEDULE 5 TO

LOAN AND SECURITY AGREEMENT

Exceptions to Representations and Warranties Schedule

  1. #30. Financial Reporting and Rent Rolls. Audited financials are available after an Event of Default and further, if the borrower or guarantor obtains audited financials then they must share with the      Lender

SCHEDULE 6 TO

LOAN AND SECURITY AGREEMENT

Ownership Interests Schedule

  1. CF SUMMERFIELD DST HOLDER, LLC, a Delaware limited liability company – 25%

  2. CF SUMMERFIELD DEPOSITOR, LLC, a Delaware limited liability company - 75% (ownership interest to be redeemed as DST is syndicated)

EXHIBIT A TO

LOAN AND SECURITY AGREEMENT Rent Roll [Attached]

[Remainder of Page Intentionally Blank]

Rent Roll with Lease Charges
Century Summerfield (centsum)
As Of = 03/15/2021
Month Year = 03/2021
Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
Current/Notice/Vacant Residents
400-1060 296412 1,071.00 VACANT VACANT 2,107.00 0.00 0.00 0.00 0.00
Total 0.00
400-1061 296403 723.00 t0546073 Jason Faulk 1,754.00 rent 1,583.00 791.50 0.00 06/18/2020 06/17/2021 600.00
tech 95.00
valet 30.00
Total 1,708.00
400-1062 296403 723.00 t0544898 Loren Robinson 1,679.00 tech 95.00 500.00 0.00 06/06/2020 06/05/2021 0.00
valet 30.00
rent 1,508.00
Total 1,633.00
400-1063 296403 723.00 t0513389 Dean Chew 1,699.00 tech 95.00 0.00 0.00 11/22/2019 11/21/2021 2,629.01
insrent 11.00
valet 30.00
rent 1,410.00
concothr -54.00
Total 1,492.00
400-1064 296403 723.00 t0497407 Ebonie Proctor 1,699.00 trash 30.00 0.00 0.00 08/02/2019 09/01/2021 6,000.00
cable 95.00
llock 29.00
rent 1,526.00
Total 1,680.00
400-1065 296403 723.00 t0338050 Samuel Nix 1,649.00 trash 30.00 0.00 0.00 07/01/2013 03/31/2021 0.00
tech 95.00
insrent 11.00
rent 1,714.00
Total 1,850.00
400-1066 296403 723.00 t0560878 Jameka Queen 1,699.00 rent 1,502.00 2,504.00 0.00 09/22/2020 09/21/2021 0.00
tech 95.00
valet 30.00
parking 50.00
Total 1,677.00
400-1067 296403 723.00 t0544987 Erick Morales Vasquez 1,774.00 rent 1,603.00 801.50 0.00 06/12/2020 06/11/2021 -409.43
tech 95.00
valet 30.00
pet 40.00
Total 1,768.00
400-1068 296414 1,083.00 t0586415 Devon Osborne 2,125.00 rent 1,630.00 500.00 0.00 02/24/2021 02/23/2022 0.00

Page 1 of 59

Rent Roll with Lease Charges
Century Summerfield (centsum)
As Of = 03/15/2021
Month Year = 03/2021
Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
tech 95.00
valet 30.00
Total 1,755.00
400-1069 296412 1,071.00 t0338054 Erika Dixon 2,092.00 trash 30.00 0.00 0.00 10/01/2013 06/25/2021 0.00
parking 50.00
cable 95.00
rent 1,849.00
Total 2,024.00
400-1070 296403 723.00 t0450230 Randy Franklin 1,654.00 trash 30.00 500.00 0.00 08/18/2018 09/17/2021 8,333.88
tech 95.00
rent 1,441.00
Total 1,566.00
400-1071 296424 1,505.00 t0473124 Tylise Conrad 2,813.00 trash 30.00 500.00 0.00 04/01/2019 05/31/2021 0.00
cable 95.00
rent 2,198.00
Total 2,323.00
400-1072 296424 1,505.00 t0531862 Tiera Williams 2,803.00 rent 2,205.00 3,307.50 0.00 03/18/2020 03/17/2021 2,516.78
tech 95.00
valet 30.00
parking 50.00
pet 40.00
Total 2,420.00
400-2060 296412 1,071.00 t0510773 Latanya Chapman 2,112.00 rent 1,720.00 200.00 0.00 11/07/2019 11/06/2020 4,275.49
tech 95.00
valet 30.00
insrent 11.00
Total 1,856.00
400-2061 296403 723.00 t0338058 J'Nay Penn 1,649.00 trash 30.00 0.00 0.00 12/15/2013 09/06/2021 0.00
cable 95.00
rent 1,587.00
Total 1,712.00
400-2062 296408 833.00 t0518526 Cheryl Savage 1,993.00 tech 95.00 500.00 0.00 12/13/2019 01/12/2022 0.00
valet 30.00
parking 40.00
storage 35.00
rent 1,532.00
concothr -52.00
Total 1,680.00

Page 2 of 59

Rent Roll with Lease Charges
Century Summerfield (centsum)
As Of = 03/15/2021
Month Year = 03/2021
Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
400-2063 296403 723.00 t0554601 Malori Rhones 1,669.00 rent 1,453.00 500.00 0.00 08/10/2020 08/09/2021 0.00
tech 95.00
valet 30.00
Total 1,578.00
400-2064 296403 723.00 t0546389 Dayasia Bandy 1,669.00 rent 1,498.00 749.00 0.00 06/24/2020 06/23/2021 -3,325.14
tech 95.00
valet 30.00
Total 1,623.00
400-2065 296403 723.00 t0550802 Tiana Holmes 1,809.00 rent 1,431.00 0.00 0.00 07/17/2020 07/16/2021 6,755.82
tech 95.00
valet 30.00
Total 1,556.00
400-2066 296405 737.00 t0480502 Warren Fort 1,735.00 trash 30.00 0.00 0.00 04/11/2019 04/10/2021 0.00
cable 95.00
rent 1,496.00
Total 1,621.00
400-2067 296405 737.00 t0381971 Davlyn Hollie 1,735.00 trash 30.00 0.00 0.00 07/17/2017 07/31/2021 0.00
cable 95.00
rent 1,472.00
Total 1,597.00
400-2068 296414 1,083.00 t0338065 William Pinkney 2,085.00 trash 30.00 0.00 0.00 06/11/2016 09/10/2021 0.00
cable 95.00
rent 1,765.00
Total 1,890.00
400-2069 296412 1,071.00 t0504378 Mickie Ward 2,112.00 tech 95.00 0.00 0.00 09/20/2019 10/19/2021 1,742.35
valet 30.00
llock 29.00
rent 1,574.00
parking 50.00
Total 1,778.00
400-2070 296408 833.00 t0556079 Trenton Taylor 1,993.00 rent 1,576.00 0.00 0.00 08/20/2020 08/19/2021 4,815.06
tech 95.00
valet 30.00
Total 1,701.00
400-2071 296424 1,505.00 t0385289 Erica Reliford 2,758.00 trash 30.00 0.00 0.00 07/24/2017 07/23/2021 0.00
cable 95.00
parking 50.00
rent 2,296.00

Page 3 of 59

Rent Roll with Lease Charges
Century Summerfield (centsum)
As Of = 03/15/2021
Month Year = 03/2021
Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
Total 2,471.00
400-2072 296425 1,516.00 t0570531 Kyra Foy 2,778.00 rent 2,296.00 500.00 0.00 11/23/2020 11/22/2021 0.00
tech 95.00
valet 30.00
Total 2,421.00
400-3060 296412 1,071.00 t0545832 Robin Williamson 2,092.00 tech 95.00 0.00 0.00 07/01/2020 06/30/2021 0.00
valet 30.00
storage 135.00
rent 1,779.00
Total 2,039.00
400-3061 296403 723.00 t0438454 Christopher Lewis 1,629.00 trash 30.00 0.00 0.00 05/31/2018 06/30/2021 0.00
cable 95.00
rent 1,458.00
Total 1,583.00
400-3062 296408 833.00 VACANT VACANT 1,973.00 0.00 0.00 0.00 0.00
Total 0.00
400-3063 296403 723.00 t0450224 Candice Smith 1,649.00 trash 30.00 500.00 0.00 08/11/2018 08/10/2021 1,035.00
cable 95.00
rent 1,387.00
insrent 11.00
Total 1,523.00
400-3064 296403 723.00 t0425116 Travis Blair 1,679.00 trash 30.00 500.00 0.00 03/01/2018 03/31/2021 03/31/2021 -0.59
rent 1,491.00
tech 95.00
Total 1,616.00
400-3065 296403 723.00 t0580360 Tamaria Hill 1,679.00 rent 1,523.00 1,523.00 0.00 01/21/2021 01/20/2022 0.00
tech 95.00
valet 30.00
Total 1,648.00
400-3066 296405 737.00 t0518338 Jamie Dolby 1,710.00 tech 95.00 0.00 0.00 12/06/2019 12/05/2021 0.00
valet 30.00
rent 1,370.00
concothr -46.00
Total 1,449.00
400-3067 296405 737.00 t0377197 Carlton Briscoe 1,745.00 trash 30.00 0.00 0.00 06/23/2017 06/22/2021 0.00
cable 95.00
rent 1,610.00

Page 4 of 59

Rent Roll with Lease Charges
Century Summerfield (centsum)
As Of = 03/15/2021
Month Year = 03/2021
Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
Total 1,735.00
400-3068 296414 1,083.00 t0500014 Eva Dodson 2,170.00 tech 95.00 0.00 0.00 09/19/2019 10/18/2021 0.00
trash 30.00
rent 1,579.00
insrent 11.00
Total 1,715.00
400-3069 296412 1,071.00 t0578784 Amber Means 2,147.00 rent 1,728.00 3,456.00 0.00 01/08/2021 01/07/2022 0.00
tech 95.00
valet 30.00
Total 1,853.00
400-3070 296408 833.00 t0526024 Rennea Graham 2,003.00 tech 95.00 807.50 0.00 02/10/2020 02/09/2022 0.00
valet 30.00
rent 1,626.00
concothr -11.00
Total 1,740.00
400-3071 296424 1,505.00 t0541187 Marquetta Stevenson 2,768.00 rent 2,308.00 1,148.58 0.00 05/16/2020 05/15/2021 25,517.88
tech 95.00
valet 30.00
Total 2,433.00
400-3072 296425 1,516.00 t0425462 Kendra Mcdonald 2,788.00 trash 30.00 0.00 0.00 06/01/2018 07/31/2021 0.00
cable 95.00
rent 1,883.00
Total 2,008.00
400-4060 296412 1,071.00 t0566650 Xavier Jones 2,132.00 rent 1,704.00 852.00 0.00 11/06/2020 11/05/2021 0.00
tech 95.00
valet 30.00
Total 1,829.00
400-4061 296403 723.00 VACANT VACANT 1,694.00 0.00 0.00 0.00 0.00
Total 0.00
400-4062 296408 833.00 t0433638 Robyn Cooper 2,013.00 trash 30.00 500.00 0.00 04/15/2018 06/14/2021 0.00
cable 95.00
rent 1,686.00
Total 1,811.00
400-4063 296403 723.00 t0443847 Chardae Barron 1,689.00 trash 30.00 500.00 0.00 08/21/2018 08/20/2021 0.00
cable 95.00
rent 1,432.00
Total 1,557.00

Page 5 of 59

Rent Roll with Lease Charges
Century Summerfield (centsum)
As Of = 03/15/2021
Month Year = 03/2021
Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
400-4064 296403 723.00 t0498384 Heather Mackall 1,689.00 cable 95.00 500.00 0.00 09/07/2019 10/06/2020 04/09/2021 0.00
trash 30.00
rent 1,518.00
Total 1,643.00
400-4065 296403 723.00 t0481692 Bria Hilton 1,689.00 trash 30.00 0.00 0.00 04/22/2019 06/21/2021 0.00
tech 95.00
insrent 11.00
rent 1,434.00
Total 1,570.00
400-4066 296403 723.00 t0338203 Debra Woodfork 1,689.00 trash 30.00 0.00 0.00 03/28/2008 08/10/2021 0.00
cable 95.00
rent 1,731.00
Total 1,856.00
400-4067 296403 723.00 t0552043 Donald Logan 1,689.00 rent 1,448.00 2,172.00 0.00 08/06/2020 08/05/2021 0.00
tech 95.00
valet 30.00
Total 1,573.00
400-4068 296414 1,083.00 t0556431 Steffi Connor 2,105.00 rent 1,798.00 2,697.00 0.00 08/25/2020 08/24/2021 0.00
tech 95.00
valet 30.00
Total 1,923.00
400-4069 296412 1,071.00 VACANT VACANT 2,122.00 0.00 0.00 0.00 0.00
Total 0.00
400-4070 296408 833.00 t0536546 Latoya Buckmon 2,078.00 rent 1,751.00 0.00 0.00 05/13/2020 05/12/2021 979.59
tech 95.00
valet 30.00
Total 1,876.00
400-4071 296424 1,505.00 t0476696 Jesse Edwards 2,778.00 trash 30.00 0.00 0.00 04/05/2019 04/04/2021 8,752.87
cable 95.00
rent 2,046.00
insrent 11.00
parking 100.00
Total 2,282.00
400-4072 296424 1,505.00 t0562701 Gregory Dulac 2,778.00 rent 1,933.00 500.00 0.00 10/01/2020 09/30/2021 0.00
tech 95.00
valet 30.00
Total 2,058.00

Page 6 of 59

Rent Roll with Lease Charges
Century Summerfield (centsum)
As Of = 03/15/2021
Month Year = 03/2021
Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
401-1023 296424 1,505.00 t0464092 Deborah Torney 2,828.00 trash 30.00 500.00 0.00 12/08/2018 02/07/2021 15,695.42
cable 95.00
insrent 11.00
rent 2,278.00
Total 2,414.00
401-1024 296424 1,505.00 t0463438 Darian Whitfield 2,828.00 trash 30.00 500.00 0.00 02/03/2019 04/01/2021 04/01/2021 2,464.70
cable 95.00
rent 2,144.00
insrent 11.00
Total 2,280.00
401-1025 296403 723.00 t0487368 Gregory Ellsbury 1,709.00 trash 30.00 500.00 0.00 05/25/2019 05/24/2021 0.00
tech 95.00
rent 1,586.00
Total 1,711.00
401-1026 296404 724.00 t0382754 Erica Featherson 1,756.00 trash 30.00 0.00 0.00 08/12/2017 08/11/2020 0.00
rent 1,523.00
tech 95.00
Total 1,648.00
401-1027 296407 833.00 t0425626 Viona Miller 2,053.00 trash 30.00 500.00 0.00 05/05/2018 06/04/2021 0.00
cable 95.00
rent 1,614.00
Total 1,739.00
401-1028 296411 1,064.00 t0402020 Andre Perry 2,154.00 trash 30.00 0.00 0.00 09/23/2017 09/22/2021 0.00
cable 95.00
parking 50.00
rent 1,902.00
Total 2,077.00
401-1029 296404 724.00 t0550043 Oluwaseyi Akintola 1,721.00 rent 1,482.00 500.00 0.00 08/01/2020 07/31/2021 0.00
tech 95.00
valet 30.00
Total 1,607.00
401-1030 296404 724.00 t0516722 Paris Gordon 1,746.00 tech 95.00 0.00 0.00 12/06/2019 12/05/2021 0.00
valet 30.00
llock 29.00
insrent 11.00
rent 1,496.00
concothr -51.00
Total 1,610.00

Page 7 of 59

Rent Roll with Lease Charges
Century Summerfield (centsum)
As Of = 03/15/2021
Month Year = 03/2021
Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
401-1031 296404 724.00 t0502819 James Wright 1,721.00 rent 1,418.00 303.23 0.00 09/16/2019 10/15/2020 1,226.19
tech 95.00
valet 30.00
llock 29.00
petrent 40.00
insrent 11.00
Total 1,623.00
401-1032 296412 1,071.00 t0586150 Devante Fludd 2,187.00 rent 1,754.00 1,377.00 0.00 03/02/2021 03/01/2022 -60.61
tech 95.00
valet 30.00
Total 1,879.00
401-1033 296404 724.00 t0498373 Sherita Henderson 1,721.00 tech 95.00 0.00 0.00 09/21/2019 10/20/2021 0.00
valet 30.00
rent 1,421.00
Total 1,546.00
401-1034 296404 724.00 t0563521 Theresa King 1,721.00 rent 1,542.00 2,313.00 0.00 10/30/2020 10/29/2021 564.65
valet 30.00
tech 95.00
Total 1,667.00
401-1035 296404 724.00 VACANT VACANT 1,721.00 0.00 0.00 0.00 0.00
Total 0.00
401-1036 296404 724.00 t0509245 Christain Raynor 1,721.00 tech 95.00 0.00 0.00 12/03/2019 01/02/2022 3,393.79
valet 30.00
llock 29.00
rent 1,421.00
concothr -48.00
insrent 11.00
Total 1,538.00
401-2023 296424 1,505.00 t0527407 Ricky Johnson Jr 2,798.00 rent 2,118.00 500.00 0.00 02/19/2020 03/18/2022 0.00
tech 95.00
valet 30.00
storage 85.00
pet 40.00
insrent 11.00
Total 2,379.00
401-2024 296424 1,505.00 t0406022 Markisha Bennett 2,803.00 trash 30.00 0.00 0.00 10/04/2017 10/03/2021 0.00
cable 95.00
rent 2,311.00

Page 8 of 59

Rent Roll with Lease Charges
Century Summerfield (centsum)
As Of = 03/15/2021
Month Year = 03/2021
Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
Total 2,436.00
401-2025 296408 833.00 t0424311 Shanise Butler 1,903.00 trash 30.00 500.00 0.00 05/05/2018 06/04/2021 -170.53
tech 95.00
rent 1,554.00
Total 1,679.00
401-2026 296404 724.00 t0473860 John Smith 1,706.00 trash 30.00 500.00 0.00 02/22/2019 04/21/2021 0.00
cable 95.00
rent 1,541.00
Total 1,666.00
401-2027 296407 833.00 t0564114 Jaleah English 2,023.00 rent 1,690.00 500.00 0.00 11/06/2020 11/05/2021 03/31/2021 2,798.59
tech 95.00
valet 30.00
Total 1,815.00
401-2028 296411 1,064.00 VACANT VACANT 2,104.00 0.00 0.00 0.00 0.00
Total 0.00
401-2029 296404 724.00 t0476677 Terrenia Fitts 1,671.00 trash 30.00 0.00 0.00 03/15/2019 03/14/2021 0.00
tech 95.00
rent 1,386.00
Total 1,511.00
401-2030 296404 724.00 t0448081 Carissa Bernard 1,696.00 trash 30.00 500.00 0.00 09/01/2018 10/30/2020 1.94
storage 50.00
cable 95.00
rent 1,431.00
Total 1,606.00
401-2031 296404 724.00 t0577862 Habtamu Eshete 1,671.00 rent 1,445.00 1,445.00 0.00 12/23/2020 12/22/2021 0.00
tech 95.00
valet 30.00
Total 1,570.00
401-2032 296412 1,071.00 t0466535 Whitney Proctor 2,157.00 trash 30.00 0.00 0.00 12/28/2018 04/27/2021 2,043.85
cable 95.00
insrent 11.00
rent 1,732.00
Total 1,868.00
401-2033 296404 724.00 t0469310 Jerald Rosemond 1,691.00 trash 30.00 664.00 0.00 01/31/2019 03/31/2022 -1.62
cable 95.00
pet 40.00
rent 1,382.00

Page 9 of 59

Rent Roll with Lease Charges
Century Summerfield (centsum)
As Of = 03/15/2021
Month Year = 03/2021
Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
storage 35.00
Total 1,582.00
401-2034 296405 737.00 t0482052 Keona Brooks 1,745.00 trash 30.00 0.00 0.00 04/24/2019 05/23/2021 129.91
rent 1,361.00
tech 95.00
Total 1,486.00
401-2035 296405 737.00 t0507358 Sima Kalokoh 1,745.00 rent 1,409.00 0.00 0.00 10/12/2019 11/11/2020 4,320.82
tech 95.00
valet 30.00
insrent 11.00
Total 1,545.00
401-2036 296405 737.00 t0557122 Channell Henson 1,745.00 rent 1,572.00 500.00 0.00 08/26/2020 08/25/2021 0.00
valet 30.00
tech 95.00
Total 1,697.00
401-3023 296424 1,505.00 t0506744 Davis Ijadare 2,823.00 tech 95.00 0.00 0.00 10/04/2019 11/03/2020 2,465.88
valet 30.00
llock 29.00
insrent 11.00
rent 2,085.00
Total 2,250.00
401-3024 296424 1,505.00 t0527541 Shanell Clayburn 2,833.00 rent 2,205.00 0.00 0.00 03/13/2020 03/12/2021 21,160.71
tech 95.00
valet 30.00
Total 2,330.00
401-3025 296408 833.00 t0476695 Gracie Smith 2,033.00 trash 30.00 0.00 0.00 04/26/2019 04/25/2021 04/24/2021 0.00
tech 95.00
rent 1,623.00
Total 1,748.00
401-3026 296404 724.00 t0424276 Travis Jones 1,736.00 trash 30.00 500.00 0.00 05/05/2018 07/04/2021 0.00
insrent 11.00
tech 95.00
rent 1,403.00
concothr -28.00
Total 1,511.00
401-3027 296407 833.00 t0532205 Randy Moran 2,053.00 rent 1,710.00 2,565.00 0.00 03/25/2020 03/24/2021 04/03/2021 0.00
tech 95.00
valet 30.00

Page 10 of 59

Rent Roll with Lease Charges
Century Summerfield (centsum)
As Of = 03/15/2021
Month Year = 03/2021
Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
Total 1,835.00
401-3028 296411 1,064.00 t0506659 Kiswendsida Damiba 2,134.00 tech 95.00 0.00 0.00 10/11/2019 11/10/2021 2,096.98
valet 30.00
llock 29.00
rent 1,899.00
concothr -73.00
Total 1,980.00
401-3029 296404 724.00 t0551162 Tysheen Twitty 1,701.00 rent 1,482.00 741.00 0.00 07/22/2020 07/21/2021 0.00
tech 95.00
valet 30.00
Total 1,607.00
401-3030 296404 724.00 t0338508 Jeanean Parker 1,726.00 trash 30.00 0.00 0.00 06/23/2012 04/23/2021 1,795.65
rent 1,573.00
tech 95.00
Total 1,698.00
401-3031 296404 724.00 t0544055 Courtney Stevens 1,701.00 rent 1,542.00 771.00 0.00 06/27/2020 06/26/2021 0.00
valet 30.00
tech 95.00
Total 1,667.00
401-3032 296412 1,071.00 t0572754 Miguel Jorge Freire 2,167.00 rent 1,799.00 899.00 0.00 11/20/2020 11/19/2021 0.00
tech 95.00
valet 30.00
Total 1,924.00
401-3033 296404 724.00 t0364005 Keisha Brewster 1,671.00 trash 30.00 200.00 0.00 03/18/2017 04/17/2022 0.00
cable 95.00
rent 1,431.00
Total 1,556.00
401-3034 296405 737.00 t0338869 Bryane Broadie 1,755.00 trash 30.00 0.00 0.00 08/01/2016 07/31/2021 0.00
tech 95.00
storage 85.00
rent 1,567.00
Total 1,777.00
401-3035 296405 737.00 t0496119 Joseph Henry 1,755.00 cable 95.00 0.00 0.00 08/05/2019 08/04/2021 0.00
trash 30.00
parking 50.00
rent 1,495.00
Total 1,670.00

Page 11 of 59

Rent Roll with Lease Charges
Century Summerfield (centsum)
As Of = 03/15/2021
Month Year = 03/2021
Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
401-3036 296405 737.00 t0492606 Margie Sanchez 1,755.00 trash 30.00 0.00 0.00 06/28/2019 07/28/2021 563.93
llock 29.00
tech 95.00
rent 1,493.00
Total 1,647.00
401-4023 296424 1,505.00 t0458521 Patricia Houson 2,823.00 tech 95.00 500.00 0.00 10/19/2018 11/19/2021 0.00
rent 2,263.00
concothr -77.00
valet 30.00
Total 2,311.00
401-4024 296424 1,505.00 t0351213 Vaughan Resper 2,828.00 trash 30.00 0.00 0.00 11/18/2016 08/17/2021 0.00
cable 95.00
rent 2,201.00
Total 2,326.00
401-4025 296408 833.00 t0559363 Princess Waring 2,003.00 rent 1,611.00 3,222.00 0.00 10/15/2020 10/14/2021 2,210.17
tech 95.00
valet 30.00
Total 1,736.00
401-4026 296404 724.00 t0384538 Jasmine Richmond 1,746.00 trash 30.00 0.00 0.00 09/21/2017 09/20/2021 0.00
tech 95.00
rent 1,454.00
Total 1,579.00
401-4027 296407 833.00 t0520849 Cynthia Cummings 2,063.00 rent 1,691.00 0.00 0.00 01/17/2020 04/16/2021 0.00
tech 95.00
valet 30.00
insrent 11.00
Total 1,827.00
401-4028 296411 1,064.00 t0338519 Toya Buchanan 2,144.00 cable 95.00 0.00 0.00 09/30/2015 12/18/2021 0.00
rent 1,856.00
valet 30.00
concothr -63.00
Total 1,918.00
401-4029 296404 724.00 t0502945 Kareem Adebisi 1,711.00 tech 95.00 0.00 0.00 09/23/2019 09/22/2021 0.00
valet 30.00
rent 1,416.00
insrent 11.00
Total 1,552.00
401-4030 296404 724.00 t0577311 Adriane Taylor 1,736.00 rent 1,557.00 778.50 0.00 12/23/2020 12/22/2021 0.00

Page 12 of 59

Rent Roll with Lease Charges
Century Summerfield (centsum)
As Of = 03/15/2021
Month Year = 03/2021
Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
tech 95.00
valet 30.00
Total 1,682.00
401-4031 296404 724.00 t0446152 Shauntese Cowan 1,711.00 trash 30.00 500.00 0.00 07/13/2018 08/31/2021 0.00
tech 95.00
rent 1,415.00
Total 1,540.00
401-4032 296412 1,071.00 t0338522 Byron Davis 2,177.00 trash 30.00 0.00 0.00 04/28/2016 07/31/2021 -0.39
cable 95.00
rent 1,816.00
Total 1,941.00
401-4033 296404 724.00 t0553173 Jazmin Fields 1,711.00 rent 1,472.00 0.00 0.00 08/28/2020 08/27/2021 1,473.01
valet 30.00
tech 95.00
Total 1,597.00
401-4034 296404 724.00 t0501600 Jessica Heath 1,711.00 tech 95.00 0.00 0.00 09/10/2019 10/09/2021 0.00
valet 30.00
llock 29.00
rent 1,422.00
Total 1,576.00
401-4035 296404 724.00 t0505151 John Wallace 1,711.00 rent 1,409.00 0.00 0.00 09/27/2019 09/26/2020 0.00
valet 30.00
tech 95.00
Total 1,534.00
401-4036 296404 724.00 t0415863 Stacy Hampton 1,711.00 cable 95.00 0.00 0.00 12/28/2017 12/27/2021 0.00
valet 30.00
rent 1,495.00
insrent 11.00
Total 1,631.00
410-1073 296418 1,166.00 t0450216 Gloria Green 2,356.00 trash 30.00 500.00 0.00 09/30/2018 04/28/2021 1,364.78
cable 95.00
rent 2,321.00
Total 2,446.00
410-1074 296418 1,166.00 t0338211 Banyon Vassar 2,306.00 trash 30.00 0.00 0.00 03/18/2015 08/01/2021 -0.82
cable 95.00
rent 2,028.00
Total 2,153.00

Page 13 of 59

Rent Roll with Lease Charges
Century Summerfield (centsum)
As Of = 03/15/2021
Month Year = 03/2021
Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
410-1075 296423 1,291.00 t0471162 Courtney Hodge 2,476.00 trash 30.00 919.50 0.00 02/08/2019 03/07/2022 0.00
cable 95.00
rent 1,965.00
concothr -90.00
Total 2,000.00
410-1076 296404 724.00 t0549763 Nia Mccrae 1,701.00 rent 1,482.00 741.00 0.00 07/24/2020 07/23/2021 0.00
tech 95.00
valet 30.00
Total 1,607.00
410-1077 296423 1,291.00 t0514554 Aliyah Smith 2,526.00 tech 95.00 0.00 0.00 01/23/2020 02/22/2022 4,101.17
valet 30.00
rent 1,788.00
concothr -69.00
Total 1,844.00
410-1078 296404 724.00 t0585068 David Davis 1,701.00 rent 1,497.00 2,994.00 0.00 03/03/2021 03/02/2022 -0.23
tech 95.00
valet 30.00
Total 1,622.00
410-1079 296422 1,275.00 t0368857 Michael Jones 2,496.00 tech 95.00 0.00 0.00 09/21/2017 11/20/2021 0.00
rent 1,997.00
valet 30.00
concothr -77.00
Total 2,045.00
410-1080 296404 724.00 VACANT VACANT 1,726.00 0.00 0.00 0.00 0.00
Total 0.00
410-1081 296422 1,275.00 t0425644 Gloria Bizzell 2,496.00 trash 30.00 500.00 0.00 04/05/2018 05/04/2021 0.00
cable 95.00
rent 1,973.00
Total 2,098.00
410-1082 296406 766.00 t0384287 Darnnella Adams 1,800.00 trash 30.00 0.00 0.00 07/22/2017 08/21/2021 1,670.94
cable 95.00
rent 1,446.00
Total 1,571.00
410-1083 296422 1,275.00 t0551754 Brent Mcbride 2,446.00 rent 1,953.00 976.50 0.00 08/05/2020 08/04/2021 0.00
tech 95.00
valet 30.00
Total 2,078.00

Page 14 of 59

Rent Roll with Lease Charges
Century Summerfield (centsum)
As Of = 03/15/2021
Month Year = 03/2021
Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
410-1084 296421 1,188.00 t0549886 Natchanun Suwannawong 2,302.00 rent 1,849.00 924.50 0.00 07/24/2020 07/23/2021 0.00
tech 95.00
valet 30.00
insrent 11.00
Total 1,985.00
410-1085 296422 1,275.00 t0552530 Robert Davis 2,521.00 rent 2,028.00 0.00 0.00 08/07/2020 08/06/2021 7,026.77
tech 95.00
valet 30.00
insrent 11.00
Total 2,164.00
410-1086 296418 1,166.00 t0559420 Kristopher Francois 2,281.00 rent 1,914.00 957.00 0.00 09/15/2020 09/14/2021 11,218.72
tech 95.00
valet 30.00
parking 50.00
Total 2,089.00
410-1087 296412 1,071.00 VACANT VACANT 2,107.00 0.00 0.00 0.00 0.00
Total 0.00
410-1088 296414 1,083.00 t0473931 Terrika White 2,115.00 trash 30.00 500.00 0.00 03/01/2019 04/30/2021 0.00
rent 1,599.00
tech 95.00
Total 1,724.00
410-1089 296415 1,129.00 VACANT VACANT 2,367.00 0.00 0.00 0.00 0.00
Total 0.00
410-1090 296404 724.00 VACANT VACANT 1,701.00 0.00 0.00 0.00 0.00
Total 0.00
410-1091 296404 724.00 t0454376 Rayon Fulton 1,726.00 cable 95.00 500.00 0.00 09/01/2018 07/31/2021 0.00
rent 1,471.00
valet 30.00
Total 1,596.00
410-1092 296412 1,071.00 t0338229 Samantha Washington 2,167.00 trash 30.00 0.00 0.00 09/24/2014 02/28/2021 04/11/2021 0.00
storage 35.00
cable 95.00
rent 1,764.00
Total 1,924.00
410-1093 296412 1,071.00 t0338230 Edwydean Allen 2,167.00 trash 30.00 0.00 0.00 10/31/2013 09/30/2020 0.00
storage 35.00
storage 35.00

Page 15 of 59

Rent Roll with Lease Charges
Century Summerfield (centsum)
As Of = 03/15/2021
Month Year = 03/2021
Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
parking 50.00
cable 95.00
insrent 11.00
rent 1,764.00
Total 2,020.00
410-1094 296412 1,071.00 t0577491 Blaise Mofor 2,167.00 rent 1,743.00 1,743.00 0.00 12/23/2020 12/22/2021 0.00
tech 95.00
valet 30.00
Total 1,868.00
410-1095 296416 1,159.00 t0551589 Erica Johnson 2,293.00 rent 1,833.00 916.50 0.00 07/24/2020 07/23/2021 0.00
tech 95.00
valet 30.00
Total 1,958.00
410-1096 296416 1,159.00 VACANT VACANT 2,293.00 0.00 0.00 0.00 0.00
Total 0.00
410-2073 296418 1,166.00 VACANT VACANT 2,251.00 0.00 0.00 0.00 0.00
Total 0.00
410-2074 296418 1,166.00 t0556694 Roberto Adams 2,251.00 rent 1,879.00 3,758.00 0.00 08/26/2020 08/25/2021 5,856.84
valet 30.00
tech 95.00
parking 50.00
insrent 11.00
pet 40.00
Total 2,105.00
410-2076 296404 724.00 t0506906 Gail Marshall 1,671.00 tech 95.00 0.00 0.00 11/11/2019 12/10/2021 0.00
valet 30.00
llock 29.00
rent 1,498.00
concothr -130.00
Total 1,522.00
410-2078 296404 724.00 t0361333 Denyse Watson 1,671.00 trash 30.00 200.00 0.00 03/31/2017 07/31/2021 4,023.94
cable 95.00
rent 1,446.00
Total 1,571.00
410-2080 296404 724.00 t0338237 Tiffany Gray 1,696.00 trash 30.00 0.00 0.00 11/01/2014 05/16/2021 0.00
cable 95.00
rent 1,571.00
Total 1,696.00

Page 16 of 59

Rent Roll with Lease Charges
Century Summerfield (centsum)
As Of = 03/15/2021
Month Year = 03/2021
Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
410-2082 296406 766.00 t0387728 Ronald Coleman 1,805.00 trash 30.00 0.00 0.00 08/09/2017 08/08/2021 0.00
parking 50.00
parking 50.00
parking 50.00
tech 95.00
rent 1,580.00
insrent 11.00
Total 1,866.00
410-2084 296421 1,188.00 t0586835 Mariah Hicks 2,322.00 rent 1,875.00 1,875.00 0.00 02/25/2021 02/24/2022 0.00
tech 95.00
valet 30.00
Total 2,000.00
410-2086 296418 1,166.00 t0338843 Satinka Shine 2,251.00 pet 40.00 0.00 0.00 08/24/2016 11/23/2021 0.00
trash 30.00
insrent 11.00
cable 95.00
rent 1,876.00
Total 2,052.00
410-2087 296412 1,071.00 t0494177 Gwendolyn Peevy 2,112.00 rent 1,597.00 500.00 0.00 08/27/2019 09/26/2020 0.00
cable 95.00
trash 30.00
insrent 11.00
Total 1,733.00
410-2088 296414 1,083.00 t0460008 Lynette Harris 2,085.00 trash 30.00 500.00 0.00 11/09/2018 12/08/2020 0.00
tech 95.00
rent 1,842.00
Total 1,967.00
410-2089 296415 1,129.00 t0352825 Nikeshia Murdaugh 2,262.00 tech 95.00 0.00 0.00 11/05/2016 12/04/2021 0.00
valet 30.00
rent 1,780.00
concothr -60.00
Total 1,845.00
410-2090 296404 724.00 t0338243 James Robert Goode 1,671.00 trash 30.00 0.00 0.00 02/10/2016 06/07/2021 0.00
cable 95.00
rent 1,512.00
Total 1,637.00
410-2091 296404 724.00 t0513370 Enora Moss 1,696.00 tech 95.00 500.00 0.00 01/13/2020 01/12/2022 0.00
valet 30.00

Page 17 of 59

Rent Roll with Lease Charges
Century Summerfield (centsum)
As Of = 03/15/2021
Month Year = 03/2021
Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
rent 1,455.00
concothr -49.00
Total 1,531.00
410-2092 296412 1,071.00 t0433645 Deanna Faison 2,137.00 trash 30.00 876.00 0.00 04/17/2018 06/16/2021 0.00
cable 95.00
rent 1,859.00
Total 1,984.00
410-2093 296412 1,071.00 t0556691 Helen Johnson 2,137.00 tech 95.00 0.00 0.00 09/04/2020 09/03/2021 6,933.41
valet 30.00
rent 1,809.00
Total 1,934.00
410-2094 296412 1,071.00 t0479669 Tiffany Johnson- Seldon 2,212.00 trash 30.00 0.00 0.00 05/15/2019 07/14/2021 0.00
cable 95.00
rent 1,790.00
Total 1,915.00
410-2095 296416 1,159.00 t0544382 Trevon Keene 2,238.00 tech 95.00 500.00 0.00 06/06/2020 06/05/2021 1,090.48
valet 30.00
rent 1,858.00
Total 1,983.00
410-2096 296416 1,159.00 t0506855 Channing James 2,338.00 tech 95.00 200.00 0.00 10/04/2019 11/03/2021 0.00
valet 30.00
parking 50.00
rent 1,757.00
concothr -68.00
Total 1,864.00
410-3073 296418 1,166.00 t0338844 Ebonierose Wade 2,261.00 trash 30.00 0.00 0.00 08/19/2016 08/18/2021 0.00
cable 95.00
parking 50.00
rent 1,782.00
Total 1,957.00
410-3074 296418 1,166.00 t0560262 Ronald Travers Jr 2,286.00 rent 1,964.00 0.00 0.00 10/05/2020 10/04/2021 4,535.05
tech 95.00
valet 30.00
Total 2,089.00
410-3075 296402 675.00 t0489865 Parvinsada Zafarani 1,553.00 trash 30.00 0.00 0.00 06/04/2019 07/03/2021 0.00
llock 29.00
tech 95.00
rent 1,375.00

Page 18 of 59

Rent Roll with Lease Charges
Century Summerfield (centsum)
As Of = 03/15/2021
Month Year = 03/2021
Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
Total 1,529.00
410-3076 296404 724.00 t0469709 Crystal Blount 1,706.00 trash 30.00 0.00 0.00 01/18/2019 01/17/2021 0.00
tech 95.00
empoffex -1,563.00
rent 1,563.00
Total 125.00
410-3077 296402 675.00 t0517714 Bryce Tidwell 1,553.00 tech 95.00 677.50 0.00 12/20/2019 12/19/2021 0.00
valet 30.00
rent 1,402.00
Total 1,527.00
410-3078 296404 724.00 t0586391 Michael Warrick 1,681.00 rent 1,389.00 500.00 0.00 02/25/2021 02/24/2022 0.00
tech 95.00
valet 30.00
insrent 11.00
Total 1,525.00
410-3079 296401 659.00 t0338256 Jasmine Woods 1,517.00 trash 30.00 0.00 0.00 10/29/2011 01/14/2022 0.00
cable 95.00
rent 1,520.00
concothr -32.00
Total 1,613.00
410-3080 296404 724.00 t0500487 Leah Pearson 1,706.00 tech 95.00 0.00 0.00 11/06/2019 12/05/2021 0.00
valet 30.00
llock 29.00
rent 1,455.00
concothr -49.00
Total 1,560.00
410-3081 296401 659.00 t0584798 Bridgette Breeze 1,517.00 rent 1,399.00 500.00 0.00 02/05/2021 02/04/2022 35.00
tech 95.00
valet 30.00
Total 1,524.00
410-3082 296406 766.00 t0529708 Jillian Brown 1,815.00 rent 1,605.00 500.00 0.00 04/22/2020 04/21/2021 0.00
tech 95.00
valet 30.00
pet 40.00
Total 1,770.00
410-3083 296401 659.00 t0482020 Kiera Grant 1,517.00 trash 30.00 0.00 0.00 04/26/2019 05/25/2021 0.00
tech 95.00
rent 1,368.00

Page 19 of 59

Rent Roll with Lease Charges
Century Summerfield (centsum)
As Of = 03/15/2021
Month Year = 03/2021
Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
Total 1,493.00
410-3084 296421 1,188.00 t0521257 Sulaiman Samura 2,332.00 rent 1,607.00 803.50 0.00 01/25/2020 01/24/2021 0.00
tech 95.00
valet 30.00
parking 50.00
Total 1,782.00
410-3085 296401 659.00 VACANT VACANT 1,517.00 0.00 0.00 0.00 0.00
Total 0.00
410-3086 296418 1,166.00 t0414942 Renee Nichols 2,261.00 cable 95.00 0.00 0.00 12/01/2017 03/31/2021 0.00
rent 2,203.00
valet 30.00
concothr -421.00
Total 1,907.00
410-3087 296412 1,071.00 t0549316 Dwayne Boger 2,122.00 rent 1,744.00 872.00 0.00 07/13/2020 07/12/2021 0.00
tech 95.00
valet 30.00
Total 1,869.00
410-3088 296414 1,083.00 t0338265 Michael McGee 2,095.00 trash 30.00 0.00 0.00 04/18/2011 01/18/2022 0.00
storage 85.00
cable 95.00
storage 60.00
rent 1,828.00
concothr -40.00
Total 2,058.00
410-3089 296415 1,129.00 t0492779 Corey Singleton 2,272.00 cable 95.00 0.00 0.00 08/12/2019 09/11/2021 0.00
trash 30.00
llock 29.00
rent 1,773.00
Total 1,927.00
410-3090 296404 724.00 t0485516 Christopher Pressley 1,706.00 trash 30.00 0.00 0.00 06/01/2019 06/30/2021 0.00
insrent 11.00
cable 95.00
rent 1,547.00
concothr -131.00
Total 1,552.00
410-3091 296404 724.00 t0488754 Christopher Legrand 1,706.00 trash 30.00 500.00 0.00 07/10/2019 08/09/2021 0.00
cable 95.00
rent 1,518.00

Page 20 of 59

Rent Roll with Lease Charges
Century Summerfield (centsum)
As Of = 03/15/2021
Month Year = 03/2021
Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
Total 1,643.00
410-3092 296412 1,071.00 t0492228 Vida Haynes 2,147.00 rent 1,658.00 0.00 0.00 07/24/2019 08/23/2020 0.00
trash 30.00
llock 29.00
cable 95.00
pet 40.00
Total 1,852.00
410-3093 296412 1,071.00 t0539232 Takiyah Washington 2,147.00 rent 1,834.00 3,668.00 0.00 06/05/2020 06/04/2021 3,613.41
tech 95.00
valet 30.00
Total 1,959.00
410-3094 296412 1,071.00 t0489040 Vicki Smith 2,147.00 tech 95.00 0.00 0.00 09/10/2019 09/09/2021 2,050.08
valet 30.00
insrent 11.00
storage 60.00
rent 1,714.00
Total 1,910.00
410-3095 296416 1,159.00 VACANT VACANT 2,273.00 0.00 0.00 0.00 0.00
Total 0.00
410-3096 296416 1,159.00 t0584716 Christopher Patrick 2,273.00 rent 1,778.00 500.00 0.00 02/19/2021 02/18/2022 0.00
tech 95.00
valet 30.00
Total 1,903.00
410-4073 296418 1,166.00 t0338274 Edward Gunney 2,271.00 trash 30.00 1,611.00 0.00 12/21/2013 07/09/2021 0.00
cable 95.00
rent 1,838.00
Total 1,963.00
410-4074 296418 1,166.00 t0547015 Najee Talib-Din 2,346.00 rent 1,999.00 0.00 0.00 06/25/2020 06/24/2021 6,295.11
tech 95.00
valet 30.00
parking 50.00
Total 2,174.00
410-4075 296402 675.00 t0539109 Calvin Todman 1,563.00 rent 1,507.00 753.50 0.00 05/15/2020 05/14/2021 0.00
tech 95.00
valet 30.00
Total 1,632.00
410-4076 296404 724.00 t0542442 Ernest Silvers 1,716.00 rent 1,557.00 2,335.50 0.00 08/01/2020 07/31/2021 3,357.77

Page 21 of 59

Rent Roll with Lease Charges
Century Summerfield (centsum)
As Of = 03/15/2021
Month Year = 03/2021
Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
tech 95.00
valet 30.00
Total 1,682.00
410-4077 296402 675.00 t0470858 Racquel Simpson 1,563.00 insrent 11.00 671.50 0.00 02/15/2019 03/14/2021 12,338.02
tech 95.00
rent 1,384.00
damage 98.30
valet 30.00
Total 1,618.30
410-4078 296404 724.00 t0553234 Ericka Nelson 1,716.00 rent 1,492.00 500.00 0.00 08/07/2020 08/06/2021 0.00
tech 95.00
valet 30.00
Total 1,617.00
410-4079 296401 659.00 t0464439 Brittney Lancaster 1,527.00 tech 95.00 500.00 0.00 12/04/2018 12/03/2021 -0.45
insrent 11.00
rent 1,411.00
valet 30.00
concothr -48.00
Total 1,499.00
410-4080 296404 724.00 t0433977 Donald Murphy Jr 1,716.00 trash 30.00 500.00 0.00 04/21/2018 06/20/2021 2,619.63
cable 95.00
rent 1,476.00
insrent 11.00
Total 1,612.00
410-4081 296401 659.00 t0526983 Carla Webb 1,527.00 rent 1,325.00 0.00 0.00 03/13/2020 03/12/2021 0.00
tech 95.00
valet 30.00
storage 85.00
Total 1,535.00
410-4082 296406 766.00 t0475628 Rosalyn Villanueva Santos 1,825.00 trash 30.00 0.00 0.00 03/18/2019 04/17/2021 0.00
cable 95.00
rent 1,358.00
Total 1,483.00
410-4083 296401 659.00 t0338283 Dirk Jones 1,527.00 trash 30.00 1,611.00 0.00 01/31/2016 05/23/2021 0.00
cable 95.00
rent 1,477.00
insrent 11.00
Total 1,613.00

Page 22 of 59

Rent Roll with Lease Charges
Century Summerfield (centsum)
As Of = 03/15/2021
Month Year = 03/2021
Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
410-4084 296421 1,188.00 t0487530 Cynthia Boni 2,342.00 trash 30.00 0.00 0.00 06/06/2019 06/05/2021 0.00
llock 29.00
cable 95.00
rent 1,843.00
Total 1,997.00
410-4085 296401 659.00 t0547030 Justin Williams 1,527.00 rent 1,485.00 1,485.00 0.00 07/13/2020 07/12/2021 0.00
tech 95.00
valet 30.00
pet 40.00
Total 1,650.00
410-4086 296418 1,166.00 t0559116 Demetrice Padgett-Paul 2,271.00 rent 1,904.00 500.00 0.00 09/15/2020 09/14/2021 0.00
tech 95.00
valet 30.00
parking 50.00
Total 2,079.00
410-4087 296412 1,071.00 t0541928 Samuel Simms 2,132.00 rent 1,819.00 2,728.50 0.00 07/24/2020 07/23/2021 0.00
tech 95.00
valet 30.00
Total 1,944.00
410-4088 296414 1,083.00 t0578786 James Pildis 2,105.00 rent 1,755.00 500.00 0.00 01/08/2021 01/07/2022 0.00
tech 95.00
valet 30.00
Total 1,880.00
410-4089 296415 1,129.00 t0462219 Florence Nelson 2,257.00 cable 95.00 500.00 0.00 01/03/2019 02/02/2022 0.00
valet 30.00
rent 1,751.00
concothr -67.00
insrent 11.00
Total 1,820.00
410-4090 296404 724.00 t0359314 Lovinah Eke 1,691.00 trash 30.00 0.00 0.00 02/20/2017 11/19/2021 0.00
tech 95.00
rent 1,589.00
concothr -157.00
Total 1,557.00
410-4091 296404 724.00 t0338291 Cherise Wilson 1,716.00 tech 95.00 0.00 0.00 04/24/2013 12/25/2021 0.00
rent 1,591.00
valet 30.00
Total 1,716.00

Page 23 of 59

Rent Roll with Lease Charges
Century Summerfield (centsum)
As Of = 03/15/2021
Month Year = 03/2021
Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
410-4092 296412 1,071.00 t0552244 Sadaya Murphy 2,132.00 rent 1,754.00 0.00 0.00 08/20/2020 08/19/2021 1,000.00
tech 95.00
valet 30.00
Total 1,879.00
410-4093 296412 1,071.00 t0509650 Kendra Wadsworth 2,132.00 tech 95.00 200.00 0.00 11/01/2019 10/31/2021 0.00
valet 30.00
insrent 11.00
rent 1,656.00
Total 1,792.00
410-4094 296412 1,071.00 t0382085 Alycia Clayton 2,132.00 trash 30.00 0.00 0.00 08/12/2017 08/11/2021 0.00
cable 95.00
storage 35.00
rent 1,746.00
parking 50.00
Total 1,956.00
410-4095 296416 1,159.00 t0552772 Courtney Seaborne 2,258.00 rent 1,682.00 2,523.00 0.00 08/03/2020 08/02/2021 2,269.99
tech 95.00
valet 30.00
Total 1,807.00
410-4096 296416 1,159.00 t0553506 Kemar Brown 2,258.00 rent 1,798.00 500.00 0.00 08/12/2020 08/11/2021 0.00
tech 95.00
valet 30.00
Total 1,923.00
411-1001 296406 766.00 t0492773 Milan Browne 1,805.00 llock 29.00 0.00 0.00 08/30/2019 08/29/2021 10,482.29
cable 95.00
trash 30.00
rent 1,476.00
insrent 11.00
Total 1,641.00
411-1002 296404 724.00 t0589351 Rajah Muckle-Smith 1,696.00 rent 1,379.00 2,758.00 0.00 03/12/2021 03/11/2022 0.00
tech 95.00
valet 30.00
Total 1,504.00
411-1003 296416 1,159.00 t0458761 Karina Alvarez 2,238.00 tech 95.00 500.00 0.00 11/20/2018 11/19/2021 0.00
rent 1,806.00
valet 30.00
concothr -69.00
Total 1,862.00

Page 24 of 59

Rent Roll with Lease Charges
Century Summerfield (centsum)
As Of = 03/15/2021
Month Year = 03/2021
Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
411-1004 296416 1,159.00 t0353669 Reginald Evans 2,288.00 cable 95.00 0.00 0.00 12/04/2016 12/03/2021 0.00
rent 1,908.00
valet 30.00
Total 2,033.00
411-1005 296423 1,291.00 VACANT VACANT 2,521.00 0.00 0.00 0.00 0.00
Total 0.00
411-1006 296423 1,291.00 t0533908 Dante Webster 2,521.00 rent 2,056.00 0.00 0.00 04/24/2020 04/23/2021 4,637.38
tech 95.00
valet 30.00
Total 2,181.00
411-1007 296422 1,275.00 t0513556 Aime Mbakop 2,491.00 tech 95.00 200.00 0.00 11/08/2019 11/07/2021 0.00
valet 30.00
llock 29.00
rent 1,985.00
concothr -76.00
Total 2,063.00
411-1008 296422 1,275.00 t0509070 Desirae Javois 2,491.00 tech 95.00 0.00 0.00 10/10/2019 08/09/2020 26,690.18
valet 30.00
llock 29.00
insrent 11.00
rent 1,837.00
Total 2,002.00
411-1009 296422 1,275.00 t0582107 Tiffany Worthy 2,491.00 rent 2,033.00 500.00 0.00 03/11/2021 03/10/2022 -0.14
tech 95.00
valet 30.00
Total 2,158.00
411-1010 296422 1,275.00 t0474568 Sharon Jones 2,491.00 trash 30.00 0.00 0.00 03/15/2019 05/14/2021 1,976.67
pet 40.00
rent 1,684.00
tech 95.00
Total 1,849.00
411-1011 296422 1,275.00 t0509431 Sharon Vollin 2,491.00 tech 95.00 0.00 0.00 11/13/2019 12/12/2021 0.00
valet 30.00
rent 2,053.00
concothr -36.00
Total 2,142.00
411-1012 296422 1,275.00 t0585073 Preston Hardge Jr 2,491.00 rent 1,949.00 0.00 0.00 02/14/2021 02/13/2022 0.00
tech 95.00

Page 25 of 59

Rent Roll with Lease Charges

Century Summerfield (centsum)

As Of = 03/15/2021

Month Year = 03/2021

Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
valet 30.00
pet 80.00
Total 2,154.00
411-1013 296422 1,275.00 t0587182 Oshai Powers 2,491.00 rent 1,999.00 1,999.00 0.00 03/12/2021 03/11/2022 -0.87
tech 95.00
valet 30.00
Total 2,124.00
411-1014 296422 1,275.00 t0545151 Autumn Scott 2,491.00 tech 95.00 1,024.00 0.00 06/12/2020 06/11/2021 0.00
valet 30.00
rent 1,878.00
Total 2,003.00
411-1015 296426 1,623.00 t0505572 Angela Harvey 3,115.00 valet 30.00 0.00 0.00 09/30/2019 09/29/2021 0.00
tech 95.00
rent 2,177.00
storage 60.00
Total 2,362.00
411-1016 296426 1,623.00 t0528003 Inga Gaskins 3,115.00 rent 2,205.00 2,205.00 0.00 05/01/2020 07/31/2021 0.00
tech 95.00
valet 30.00
Total 2,330.00
411-1017 296422 1,275.00 t0563600 Ming Patten 2,491.00 rent 2,033.00 500.00 0.00 11/24/2020 11/23/2021 0.00
tech 95.00
valet 30.00
Total 2,158.00
411-1018 296422 1,275.00 t0531016 Darren Lakins 2,491.00 tech 95.00 997.50 0.00 03/13/2020 03/12/2022 0.00
valet 30.00
parking 50.00
insrent 11.00
rent 2,033.00
concothr -38.00
Total 2,181.00
411-1019 296418 1,166.00 t0462119 Jazmine Turley 2,326.00 trash 30.00 500.00 0.00 02/09/2019 03/08/2021 0.00
cable 95.00
rent 1,720.00
insrent 11.00
Total 1,856.00
411-1020 296416 1,159.00 t0516664 Kingsley Paul Ukaegbu 2,288.00 tech 95.00 200.00 0.00 12/09/2019 03/08/2022 0.00
valet 30.00

Page 26 of 59

Rent Roll with Lease Charges

Century Summerfield (centsum)

As Of = 03/15/2021

Month Year = 03/2021

Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
llock 29.00
rent 1,797.00
concothr -69.00
Total 1,882.00
411-1021 296417 1,159.00 t0437234 Richard Moore 2,348.00 trash 30.00 0.00 0.00 05/16/2018 04/15/2021 0.00
tech 95.00
rent 2,085.00
insrent 11.00
Total 2,221.00
411-1022 296404 724.00 t0579656 Joseline Walker 1,781.00 rent 1,500.00 1,500.00 0.00 01/12/2021 01/11/2022 0.00
tech 95.00
valet 30.00
Total 1,625.00
411-2001 296406 766.00 VACANT VACANT 1,790.00 0.00 0.00 0.00 0.00
Total 0.00
411-2002 296409 835.00 t0338553 Renata Massenburg 2,038.00 trash 30.00 0.00 0.00 11/28/2012 11/10/2021 1,992.70
cable 95.00
rent 1,764.00
Total 1,889.00
411-2003 296416 1,159.00 t0584955 Maya Goosby 2,258.00 rent 1,735.00 2,602.50 0.00 02/16/2021 02/15/2022 -529.15
tech 95.00
valet 30.00
Total 1,860.00
411-2004 296416 1,159.00 t0515741 Milton Ingram 2,238.00 tech 95.00 0.00 0.00 12/03/2019 02/02/2022 0.00
valet 30.00
llock 29.00
rent 1,722.00
Total 1,876.00
411-2019 296418 1,166.00 t0338556 Melissa Weir 2,261.00 trash 30.00 0.00 0.00 01/10/2013 08/30/2021 0.00
cable 95.00
rent 1,867.00
Total 1,992.00
411-2020 296416 1,159.00 t0338557 Keith Jennings 2,308.00 trash 30.00 1,781.00 0.00 12/01/2013 07/23/2021 11,134.28
tech 95.00
rent 1,847.00
Total 1,972.00
411-2021 296417 1,159.00 t0579655 Nancie Hopkins 2,318.00 rent 1,925.00 500.00 0.00 01/22/2021 01/21/2022 -0.46

Page 27 of 59

Rent Roll with Lease Charges

Century Summerfield (centsum)

As Of = 03/15/2021

Month Year = 03/2021

Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
tech 95.00
valet 30.00
Total 2,050.00
411-2022 296404 724.00 t0481661 Natasha Evans 1,646.00 trash 30.00 0.00 0.00 05/02/2019 06/30/2021 0.00
tech 95.00
rent 1,415.00
Total 1,540.00
411-3001 296406 766.00 t0338560 Quentin Currie 1,810.00 trash 30.00 0.00 0.00 10/22/2011 07/18/2021 0.00
tech 95.00
rent 1,600.00
Total 1,725.00
411-3002 296409 835.00 t0589264 Keisha Pruett 2,048.00 rent 1,699.00 1,699.00 0.00 03/10/2021 03/09/2022 0.00
tech 95.00
valet 30.00
Total 1,824.00
411-3003 296416 1,159.00 t0435462 Torri Wise 2,268.00 trash 30.00 0.00 0.00 06/05/2018 07/04/2021 0.00
cable 95.00
rent 1,751.00
Total 1,876.00
411-3004 296416 1,159.00 t0508536 Vincent Sims 2,283.00 tech 95.00 0.00 0.00 12/12/2019 01/11/2022 0.00
valet 30.00
llock 29.00
parking 50.00
rent 1,769.00
concothr -60.00
Total 1,913.00
411-3005 296402 675.00 t0338870 Mario Oliver 1,573.00 trash 30.00 0.00 0.00 07/31/2016 07/30/2021 0.00
tech 95.00
rent 1,468.00
Total 1,593.00
411-3006 296402 675.00 VACANT VACANT 1,573.00 0.00 0.00 0.00 0.00
Total 0.00
411-3007 296401 659.00 t0586342 Breeanna Haynes 1,537.00 rent 1,419.00 1,419.00 0.00 02/17/2021 02/16/2022 0.00
tech 95.00
valet 30.00
Total 1,544.00
411-3008 296401 659.00 t0338567 Molex Simeus 1,537.00 trash 30.00 0.00 0.00 12/26/2014 02/17/2021 0.00

Page 28 of 59

Rent Roll with Lease Charges

Century Summerfield (centsum)

As Of = 03/15/2021

Month Year = 03/2021

Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
cable 95.00
rent 1,347.00
Total 1,472.00
411-3009 296401 659.00 t0526281 Jackelyne Miranda- Guzman 1,537.00 rent 1,399.00 500.00 0.00 04/06/2020 04/05/2021 04/05/2021 0.00
tech 95.00
valet 30.00
Total 1,524.00
411-3010 296401 659.00 t0537343 Garry Green 1,537.00 rent 1,495.00 2,434.51 0.00 05/02/2020 05/01/2021 05/01/2021 0.00
tech 95.00
valet 30.00
Total 1,620.00
411-3011 296401 659.00 t0469694 Dandre Morrison 1,537.00 trash 30.00 500.00 0.00 03/12/2019 04/11/2022 0.00
cable 95.00
rent 1,398.00
Total 1,523.00
411-3012 296401 659.00 t0519932 Renard Mcdaniel 1,537.00 tech 95.00 0.00 0.00 12/20/2019 01/19/2022 -49.56
valet 30.00
llock 29.00
rent 1,357.00
concothr -46.00
Total 1,465.00
411-3013 296401 659.00 t0380756 Brent Chance 1,537.00 trash 30.00 0.00 0.00 06/30/2017 05/29/2021 -0.71
parking 50.00
cable 95.00
rent 1,426.00
Total 1,601.00
411-3014 296401 659.00 VACANT VACANT 1,537.00 0.00 0.00 0.00 0.00
Total 0.00
411-3015 296410 838.00 t0565269 Tailer Speight 2,039.00 rent 1,499.00 0.00 0.00 10/14/2020 10/13/2021 0.00
tech 95.00
valet 30.00
Total 1,624.00
411-3016 296410 838.00 t0549510 Marvin Turley 1,949.00 rent 1,679.00 500.00 0.00 07/28/2020 07/27/2021 0.00
valet 30.00
tech 95.00
Total 1,804.00
411-3017 296401 659.00 t0338576 Wayne Mines Jr 1,662.00 trash 30.00 0.00 0.00 11/09/2015 04/19/2022 0.00

Page 29 of 59

Rent Roll with Lease Charges

Century Summerfield (centsum)

As Of = 03/15/2021

Month Year = 03/2021

Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
rent 1,575.00
tech 95.00
Total 1,700.00
411-3018 296401 659.00 t0494071 Sherie Boyd 1,517.00 trash 30.00 0.00 0.00 08/16/2019 09/15/2021 -2.01
cable 95.00
llock 29.00
rent 1,375.00
parking 75.00
Total 1,604.00
411-3019 296418 1,166.00 t0561219 Linnis Wallace 2,291.00 rent 1,924.00 500.00 0.00 09/22/2020 09/21/2021 05/05/2021 0.00
tech 95.00
valet 30.00
storage 35.00
Total 2,084.00
411-3020 296416 1,159.00 t0496883 Donique Morgan 2,368.00 tech 95.00 0.00 0.00 09/20/2019 10/19/2020 0.00
valet 30.00
rent 1,792.00
Total 1,917.00
411-3021 296417 1,159.00 t0338585 Bernice Douglas 2,328.00 trash 30.00 1,791.00 0.00 05/20/2016 09/01/2021 0.00
cable 95.00
rent 1,852.00
Total 1,977.00
411-3022 296404 724.00 t0560706 Davone Brown 1,681.00 rent 1,467.00 733.50 0.00 10/01/2020 09/30/2021 0.00
tech 95.00
valet 30.00
Total 1,592.00
411-4001 296406 766.00 t0572945 David Fitzgerald 1,810.00 rent 1,577.00 0.00 0.00 12/01/2020 11/30/2021 1,392.40
tech 95.00
valet 30.00
Total 1,702.00
411-4002 296409 835.00 t0541542 Eniola Johnson 2,083.00 rent 1,675.00 0.00 0.00 06/06/2020 06/05/2021 0.00
tech 95.00
valet 30.00
empoffex -837.50
Total 962.50
411-4003 296416 1,159.00 t0550918 Lakisha Turner 2,263.00 rent 1,803.00 2,704.50 0.00 08/03/2020 08/02/2021 0.00
tech 95.00
valet 30.00

Page 30 of 59

Rent Roll with Lease Charges

Century Summerfield (centsum)

As Of = 03/15/2021

Month Year = 03/2021

Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
Total 1,928.00
411-4004 296416 1,159.00 t0457704 Shawndra Walton 2,278.00 trash 30.00 500.00 0.00 10/11/2018 05/10/2021 05/10/2021 0.00
parking 50.00
rent 1,914.00
tech 95.00
Total 2,089.00
411-4005 296402 675.00 t0338591 Melvin Stallings Jr 1,583.00 trash 30.00 1,370.00 0.00 11/12/2011 07/23/2021 0.00
storage 60.00
tech 95.00
storage 35.00
rent 1,518.00
insrent 11.00
Total 1,749.00
411-4006 296402 675.00 t0500013 Kristie Billups 1,583.00 tech 95.00 500.00 0.00 11/06/2019 03/05/2021 0.00
valet 30.00
rent 1,782.00
concothr -405.00
Total 1,502.00
411-4007 296401 659.00 VACANT VACANT 1,547.00 0.00 0.00 0.00 0.00
Total 0.00
411-4008 296401 659.00 t0338593 Teresa Bethea 1,547.00 cable 95.00 0.00 0.00 08/22/2014 10/30/2021 0.00
rent 1,428.00
valet 30.00
Total 1,553.00
411-4009 296401 659.00 t0344894 Erin Jones 1,547.00 trash 30.00 0.00 0.00 09/23/2016 09/22/2021 0.00
cable 95.00
rent 1,466.00
Total 1,591.00
411-4010 296401 659.00 t0420839 Jasmine Fassett 1,547.00 trash 30.00 0.00 0.00 03/08/2018 03/07/2022 0.00
cable 95.00
rent 1,460.00
concothr -56.00
Total 1,529.00
411-4011 296401 659.00 t0553288 Damolica Dobbins 1,547.00 rent 1,387.00 500.00 0.00 08/06/2020 08/05/2021 0.00
tech 95.00
valet 30.00
Total 1,512.00

Page 31 of 59

Rent Roll with Lease Charges

Century Summerfield (centsum)

As Of = 03/15/2021

Month Year = 03/2021

Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
411-4012 296401 659.00 t0338873 Shalena Heard 1,547.00 trash 30.00 0.00 0.00 08/01/2016 07/31/2021 0.00
rent 1,435.00
tech 95.00
Total 1,560.00
411-4013 296401 659.00 t0476583 Dziko Greene 1,547.00 trash 30.00 0.00 0.00 04/18/2019 05/17/2021 05/17/2021 0.00
cable 95.00
rent 1,409.00
Total 1,534.00
411-4014 296401 659.00 t0588947 Sarai Johnson 1,547.00 rent 1,429.00 2,858.00 0.00 03/12/2021 03/11/2022 -3.42
tech 95.00
valet 30.00
Total 1,554.00
411-4015 296410 838.00 VACANT VACANT 2,049.00 0.00 0.00 0.00 0.00
Total 0.00
411-4016 296410 838.00 t0338601 Theresa Taylor 1,999.00 trash 30.00 1,525.00 0.00 03/09/2012 01/31/2022 0.00
tech 95.00
rent 1,839.00
Total 1,964.00
411-4017 296401 659.00 t0455670 LaCretia Brockington 1,547.00 trash 30.00 662.00 0.00 09/12/2018 07/11/2021 0.00
cable 95.00
rent 1,452.00
concothr -28.00
Total 1,549.00
411-4018 296401 659.00 t0525536 Sarda Smith 1,547.00 rent 1,369.00 1,169.00 0.00 04/17/2020 05/16/2021 1,599.11
tech 95.00
valet 30.00
insrent 11.00
Total 1,505.00
411-4019 296418 1,166.00 t0418157 Obinna Herberts-Nwaehihe 2,336.00 trash 30.00 0.00 0.00 02/01/2018 02/28/2022 19,228.69
cable 95.00
rent 1,720.00
Total 1,845.00
411-4020 296416 1,159.00 t0338605 Gordon Davis 2,308.00 trash 30.00 0.00 0.00 06/26/2015 09/28/2021 0.00
parking 50.00
parking 50.00
cable 95.00
parking 50.00
rent 1,904.00

Page 32 of 59

Rent Roll with Lease Charges

Century Summerfield (centsum)

As Of = 03/15/2021

Month Year = 03/2021

Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
insrent 11.00
Total 2,190.00
411-4021 296417 1,159.00 t0417382 Rayneka Grant 2,338.00 cable 95.00 0.00 0.00 12/12/2017 12/11/2021 0.00
parking 50.00
rent 2,032.00
valet 30.00
concothr -69.00
Total 2,138.00
411-4022 296404 724.00 t0511232 Sieanna Seward 1,736.00 valet 30.00 715.50 0.00 01/30/2020 01/29/2022 -52.00
tech 95.00
rent 1,549.00
concothr -52.00
Total 1,622.00
420-1097 296416 1,159.00 VACANT VACANT 2,268.00 0.00 0.00 0.00 0.00
Total 0.00
420-1098 296416 1,159.00 t0497804 David Hamilton 2,268.00 trash 30.00 0.00 0.00 08/28/2019 09/27/2021 0.00
cable 95.00
llock 29.00
rent 1,692.00
parking 50.00
Total 1,896.00
420-1099 296412 1,071.00 t0456886 Lesley Long 2,142.00 tech 95.00 500.00 0.00 10/27/2018 11/26/2021 0.00
valet 30.00
rent 1,760.00
concothr -68.00
Total 1,817.00
420-1100 296412 1,071.00 t0490239 Daniele Jeffcoat 2,142.00 trash 30.00 0.00 0.00 06/27/2019 08/26/2021 0.00
llock 29.00
cable 95.00
rent 1,796.00
parking 50.00
insrent 11.00
Total 2,011.00
420-1101 296404 724.00 t0552516 Candice Coleman 1,726.00 rent 1,502.00 751.00 0.00 08/24/2020 08/23/2021 6,820.14
tech 95.00
valet 30.00
Total 1,627.00
420-1102 296404 724.00 t0364578 Joan Monplaisir 1,726.00 trash 30.00 200.00 0.00 04/22/2017 05/21/2021 0.00

Page 33 of 59

Rent Roll with Lease Charges

Century Summerfield (centsum)

As Of = 03/15/2021

Month Year = 03/2021

Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
cable 95.00
rent 1,573.00
Total 1,698.00
420-1103 296412 1,071.00 VACANT VACANT 2,217.00 0.00 0.00 0.00 0.00
Total 0.00
420-1104 296412 1,071.00 t0579142 Angela Kim Sinkfield-Jefferson 2,142.00 rent 1,731.00 1,731.00 0.00 01/20/2021 01/19/2022 -0.94
tech 95.00
valet 30.00
Total 1,856.00
420-2097 296416 1,159.00 t0466528 Omar Waqas 2,238.00 trash 30.00 791.50 0.00 01/05/2019 05/04/2021 0.00
tech 95.00
rent 1,583.00
Total 1,708.00
420-2098 296416 1,159.00 t0458561 Aurore Michel 2,238.00 trash 30.00 500.00 0.00 10/06/2018 11/05/2021 0.00
tech 95.00
rent 1,792.00
concothr -69.00
Total 1,848.00
420-2099 296412 1,071.00 t0470792 Phyllis Stevens 2,112.00 trash 30.00 500.00 0.00 04/01/2019 05/31/2021 0.00
cable 95.00
rent 1,689.00
Total 1,814.00
420-2100 296412 1,071.00 t0456148 Tanai Smith 2,112.00 trash 30.00 500.00 0.00 11/04/2018 01/03/2022 0.00
cable 95.00
rent 1,719.00
concothr -58.00
Total 1,786.00
420-2101 296404 724.00 t0536379 Lindsay Jackson 1,696.00 rent 1,537.00 0.00 0.00 04/21/2020 04/20/2021 1,729.53
tech 95.00
valet 30.00
Total 1,662.00
420-2102 296404 724.00 t0548448 Consuelo Acosta 1,696.00 rent 1,487.00 743.50 0.00 07/22/2020 07/21/2021 -1.23
tech 95.00
valet 30.00
pet 40.00
Total 1,652.00
420-2103 296412 1,071.00 t0516770 Kristina Plummer 2,112.00 tech 95.00 0.00 0.00 01/17/2020 01/16/2022 0.00

Page 34 of 59

Rent Roll with Lease Charges

Century Summerfield (centsum)

As Of = 03/15/2021

Month Year = 03/2021

Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
valet 30.00
rent 1,677.00
concothr -57.00
Total 1,745.00
420-2104 296412 1,071.00 t0515725 Ariana Jones 2,112.00 tech 95.00 0.00 0.00 12/09/2019 12/08/2021 0.00
valet 30.00
llock 29.00
rent 1,655.00
concothr -56.00
Total 1,753.00
420-3097 296416 1,159.00 t0563041 Norman Lowe 2,248.00 rent 1,843.00 500.00 0.00 10/29/2020 10/28/2021 0.00
valet 30.00
tech 95.00
Total 1,968.00
420-3098 296416 1,159.00 t0564726 Jamia Rountree 2,248.00 rent 1,858.00 0.00 0.00 10/15/2020 10/14/2021 5,270.14
tech 95.00
valet 30.00
Total 1,983.00
420-3099 296412 1,071.00 t0580298 Marisha Addison 2,197.00 rent 1,774.00 500.00 0.00 02/12/2021 02/11/2022 -200.00
tech 95.00
valet 30.00
Total 1,899.00
420-3100 296412 1,071.00 t0535241 Ashley Walker 2,122.00 rent 1,799.00 500.00 0.00 04/15/2020 04/14/2021 0.00
tech 95.00
valet 30.00
Total 1,924.00
420-3101 296404 724.00 t0575691 Adelowo Adeyera 1,706.00 rent 1,527.00 763.50 0.00 02/08/2021 02/07/2022 0.00
tech 95.00
valet 30.00
Total 1,652.00
420-3102 296404 724.00 t0471515 Denise Rogers 1,706.00 cable 95.00 710.00 0.00 02/09/2019 02/08/2022 0.00
valet 30.00
rent 1,506.00
concothr -58.00
Total 1,573.00
420-3103 296412 1,071.00 t0369447 Lisa Robinson 2,147.00 trash 30.00 0.00 0.00 06/17/2017 06/16/2021 66.02
parking 50.00
cable 95.00

Page 35 of 59

Rent Roll with Lease Charges

Century Summerfield (centsum)

As Of = 03/15/2021

Month Year = 03/2021

Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
rent 1,884.00
Total 2,059.00
420-3104 296412 1,071.00 t0382664 Sherilyn Land 2,147.00 trash 30.00 0.00 0.00 08/26/2017 08/25/2021 0.00
cable 95.00
insrent 11.00
storage 35.00
rent 1,783.00
Total 1,954.00
420-4097 296416 1,159.00 t0476924 Chantelle Evans 2,283.00 trash 30.00 0.00 0.00 04/18/2019 06/17/2021 -0.16
cable 95.00
rent 1,886.00
parking 50.00
Total 2,061.00
420-4098 296416 1,159.00 VACANT VACANT 2,423.00 0.00 0.00 0.00 0.00
Total 0.00
420-4099 296412 1,071.00 t0549975 Aaron Dorsey 2,157.00 rent 1,779.00 0.00 0.00 08/05/2020 08/04/2021 0.00
tech 95.00
valet 30.00
insrent 11.00
Total 1,915.00
420-4100 296412 1,071.00 t0580096 Keara Richardson 2,157.00 rent 2,157.00 2,157.00 0.00 02/26/2021 02/25/2022 -5.00
valet 30.00
tech 95.00
Total 2,282.00
420-4101 296404 724.00 t0556149 Aaron Jones 1,716.00 rent 1,502.00 500.00 0.00 09/22/2020 09/21/2021 0.00
tech 95.00
valet 30.00
Total 1,627.00
420-4102 296404 724.00 t0510142 Jayah Lamin 1,716.00 tech 95.00 0.00 0.00 10/23/2019 10/22/2021 0.00
valet 30.00
rent 1,410.00
Total 1,535.00
420-4103 296412 1,071.00 t0456891 Brittney Thompson 2,132.00 trash 30.00 500.00 0.00 11/12/2018 01/11/2022 0.00
tech 95.00
rent 1,722.00
concothr -58.00
Total 1,789.00

Page 36 of 59

Rent Roll with Lease Charges

Century Summerfield (centsum)

As Of = 03/15/2021

Month Year = 03/2021

Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
420-4104 296412 1,071.00 t0439758 Kimberly Lambert 2,132.00 trash 30.00 500.00 0.00 08/03/2018 08/02/2021 205.73
cable 95.00
parking 50.00
rent 1,790.00
Total 1,965.00
430-1105 296416 1,159.00 t0408049 Sandra Dunmore 2,293.00 trash 30.00 0.00 0.00 11/02/2017 12/01/2020 4,097.13
cable 95.00
insrent 11.00
rent 1,788.00
Total 1,924.00
430-1106 296416 1,159.00 t0403630 Nathan Hyer 2,293.00 trash 30.00 400.00 0.00 09/09/2017 09/08/2021 0.00
pet 40.00
tech 95.00
parking 50.00
rent 1,795.00
Total 2,010.00
430-1107 296412 1,071.00 t0580368 Jasmine Williams-Luster 2,167.00 rent 1,784.00 2,676.00 0.00 02/01/2021 01/31/2022 179.00
tech 95.00
valet 30.00
Total 1,909.00
430-1108 296412 1,071.00 t0578721 Mbachi Wanki 2,117.00 rent 1,718.00 500.00 0.00 01/13/2021 01/12/2022 0.00
tech 95.00
valet 30.00
Total 1,843.00
430-1109 296404 724.00 t0446758 Kevin McGill 1,751.00 trash 30.00 500.00 0.00 08/01/2018 08/31/2021 0.00
cable 95.00
rent 1,418.00
insrent 11.00
Total 1,554.00
430-1110 296404 724.00 t0366260 Cristine Coney 1,676.00 trash 30.00 1,345.00 0.00 05/20/2017 05/19/2021 05/19/2021 0.00
cable 95.00
rent 1,453.00
pet 40.00
Total 1,618.00
430-1111 296412 1,071.00 t0583895 Trevor Jones 2,307.00 rent 1,699.00 500.00 0.00 02/10/2021 02/09/2022 0.00
tech 95.00
valet 30.00
Total 1,824.00

Page 37 of 59

Rent Roll with Lease Charges

Century Summerfield (centsum)

As Of = 03/15/2021

Month Year = 03/2021

Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
430-1112 296412 1,071.00 t0542354 Nikita Thomas 2,167.00 rent 1,854.00 500.00 0.00 06/01/2020 05/31/2021 0.00
tech 95.00
valet 30.00
Total 1,979.00
430-2105 296416 1,159.00 VACANT VACANT 2,263.00 0.00 0.00 0.00 0.00
Total 0.00
430-2106 296416 1,159.00 t0488833 Shayln Young 2,263.00 trash 30.00 500.00 0.00 07/24/2019 08/23/2021 0.00
cable 95.00
rent 1,771.00
Total 1,896.00
430-2107 296412 1,071.00 t0580708 Romario Williams 2,137.00 rent 1,764.00 1,764.00 0.00 01/14/2021 01/13/2022 0.00
tech 95.00
valet 30.00
Total 1,889.00
430-2108 296412 1,071.00 t0338336 Asanteeli Makundi 2,137.00 trash 30.00 0.00 0.00 05/30/2016 08/20/2021 8,850.00
cable 95.00
parking 50.00
rent 1,900.00
Total 2,075.00
430-2109 296404 724.00 t0554851 Donna Fox 1,696.00 rent 1,472.00 736.00 0.00 10/12/2020 10/11/2021 0.00
tech 95.00
valet 30.00
storage 35.00
insrent 11.00
Total 1,643.00
430-2110 296404 724.00 t0572540 Marion Akpan 1,696.00 rent 1,517.00 3,034.00 0.00 12/11/2020 12/10/2021 1,720.70
tech 95.00
valet 30.00
Total 1,642.00
430-2111 296412 1,071.00 t0352530 Anike Oliver 2,117.00 cable 95.00 0.00 0.00 11/05/2016 11/04/2021 1,500.00
rent 1,754.00
concothr -67.00
valet 30.00
insrent 11.00
Total 1,823.00
430-2112 296412 1,071.00 t0584724 Ajanay Bonner 2,112.00 rent 1,679.00 1,679.00 0.00 02/09/2021 02/08/2022 0.00
tech 95.00
valet 30.00

Page 38 of 59

Rent Roll with Lease Charges

Century Summerfield (centsum)

As Of = 03/15/2021

Month Year = 03/2021

Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
Total 1,804.00
430-3105 296416 1,159.00 t0498257 Trevin Prince 2,323.00 tech 95.00 0.00 0.00 08/21/2019 09/20/2021 6,182.17
valet 30.00
insrent 11.00
rent 1,723.00
Total 1,859.00
430-3106 296416 1,159.00 t0338343 Greg Bynum 2,273.00 trash 30.00 0.00 0.00 06/12/2015 03/15/2022 0.00
rent 1,802.00
tech 95.00
Total 1,927.00
430-3107 296412 1,071.00 t0520280 Robert Fernandez 2,147.00 tech 95.00 0.00 0.00 01/13/2020 10/12/2021 0.00
valet 30.00
llock 29.00
rent 1,872.00
concothr -160.00
Total 1,866.00
430-3108 296412 1,071.00 VACANT VACANT 2,147.00 0.00 0.00 0.00 0.00
Total 0.00
430-3109 296404 724.00 VACANT VACANT 1,681.00 0.00 0.00 0.00 0.00
Total 0.00
430-3110 296404 724.00 t0511179 Tanae Black 1,681.00 tech 95.00 500.00 0.00 11/15/2019 11/14/2021 0.00
valet 30.00
rent 1,467.00
Total 1,592.00
430-3111 296412 1,071.00 t0453116 Bryan Smith 2,122.00 trash 30.00 500.00 0.00 08/23/2018 06/22/2021 -119.07
cable 95.00
rent 1,743.00
Total 1,868.00
430-3112 296412 1,071.00 VACANT VACANT 2,122.00 0.00 0.00 0.00 0.00
Total 0.00
430-4105 296416 1,159.00 t0549843 Evan Smith 2,283.00 rent 1,843.00 500.00 0.00 08/10/2020 08/09/2021 0.00
tech 95.00
valet 30.00
pet 100.00
pet 40.00
Total 2,108.00

Page 39 of 59

Rent Roll with Lease Charges

Century Summerfield (centsum)

As Of = 03/15/2021

Month Year = 03/2021

Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
430-4106 296416 1,159.00 t0437551 Michael Rawlings Jr 2,303.00 trash 30.00 500.00 0.00 05/16/2018 06/30/2021 13,594.22
insrent 11.00
parking 50.00
rent 1,923.00
tech 95.00
Total 2,109.00
430-4107 296412 1,071.00 t0515947 Olaniyi Abioye 2,112.00 rent 1,607.00 0.00 0.00 12/23/2019 12/22/2020 -3.76
tech 95.00
valet 30.00
llock 29.00
Total 1,761.00
430-4108 296412 1,071.00 t0368442 David Wills 2,157.00 trash 30.00 0.00 0.00 04/01/2017 04/30/2021 2,002.21
tech 95.00
rent 1,803.00
Total 1,928.00
430-4109 296404 724.00 t0556263 Leaunteen Barnes 1,691.00 rent 1,467.00 0.00 0.00 08/28/2020 08/27/2021 0.00
valet 30.00
tech 95.00
Total 1,592.00
430-4110 296404 724.00 t0507980 Jasmine Chance 1,691.00 tech 95.00 500.00 0.00 10/14/2019 11/13/2021 -30.00
valet 30.00
rent 1,426.00
concothr -55.00
Total 1,496.00
430-4111 296412 1,071.00 t0554597 Kayla Davis 2,157.00 rent 1,819.00 2,728.50 0.00 08/20/2020 08/19/2021 2,166.41
tech 95.00
valet 30.00
Total 1,944.00
430-4112 296412 1,071.00 t0559403 Glenisha Thomas 2,122.00 rent 1,794.00 500.00 0.00 10/01/2020 09/30/2021 4,129.70
tech 95.00
valet 30.00
Total 1,919.00
440-1113 296418 1,166.00 t0553494 Damia Barnes 2,306.00 rent 1,884.00 500.00 0.00 09/28/2020 09/27/2021 0.00
valet 30.00
tech 95.00
Total 2,009.00
440-1114 296418 1,166.00 t0554575 Lache Wiggins 2,331.00 rent 1,949.00 0.00 0.00 08/17/2020 08/16/2021 12.21
tech 95.00

Page 40 of 59

Rent Roll with Lease Charges

Century Summerfield (centsum)

As Of = 03/15/2021

Month Year = 03/2021

Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
valet 30.00
insrent 11.00
Total 2,085.00
440-1115 296404 724.00 t0463115 Chamille Cash 1,726.00 trash 30.00 720.50 0.00 01/09/2019 02/08/2022 1,599.00
cable 95.00
rent 1,531.00
concothr -59.00
Total 1,597.00
440-1116 296403 723.00 t0531873 Marcus Serrano Vigier 1,679.00 rent 1,510.00 500.00 0.00 03/25/2020 03/24/2022 0.00
tech 95.00
valet 30.00
parking 50.00
Total 1,685.00
440-1117 296412 1,071.00 t0576836 Sharvey Corley 2,242.00 rent 1,784.00 0.00 0.00 12/22/2020 12/21/2021 9.08
tech 95.00
valet 30.00
Total 1,909.00
440-1118 296403 723.00 t0506658 Corey Wilson 1,699.00 tech 95.00 200.00 0.00 10/10/2019 04/09/2021 04/09/2021 0.00
valet 30.00
rent 1,555.00
concothr -250.00
insrent 11.00
Total 1,441.00
440-1119 296404 724.00 t0446810 Michael Edgerton 1,726.00 trash 30.00 500.00 0.00 07/20/2018 07/19/2020 93.93
cable 95.00
rent 1,403.00
parking 75.00
Total 1,603.00
440-1120 296403 723.00 VACANT VACANT 1,699.00 0.00 0.00 0.00 0.00
Total 0.00
440-1121 296415 1,129.00 t0487268 Rickelle Green 2,292.00 trash 30.00 0.00 0.00 07/18/2019 07/17/2021 410.17
llock 29.00
cable 95.00
insrent 11.00
rent 1,699.00
Total 1,864.00
440-1122 296403 723.00 t0541633 Elizabeth Duncan 1,774.00 rent 1,603.00 0.00 0.00 05/23/2020 05/22/2021 14,914.47
tech 95.00

Page 41 of 59

Rent Roll with Lease Charges

Century Summerfield (centsum)

As Of = 03/15/2021

Month Year = 03/2021

Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
valet 30.00
insrent 11.00
Total 1,739.00
440-1123 296403 723.00 t0552485 Wilson Starks 1,649.00 rent 1,398.00 500.00 0.00 08/01/2020 07/30/2021 0.00
tech 95.00
valet 30.00
Total 1,523.00
440-1124 296418 1,166.00 t0500612 Patricia Lynch- Epps 2,331.00 tech 95.00 500.00 0.00 10/07/2019 11/06/2021 -50.00
valet 30.00
rent 1,772.00
Total 1,897.00
440-1125 296404 724.00 t0458326 Shavon Jordan 1,676.00 trash 30.00 500.00 0.00 11/05/2018 12/04/2021 0.00
cable 95.00
rent 1,387.00
concothr -47.00
Total 1,465.00
440-1126 296412 1,071.00 t0467600 Chelsea Stewart 2,182.00 trash 30.00 852.00 0.00 12/31/2018 04/30/2021 0.00
tech 95.00
rent 1,738.00
Total 1,863.00
440-2113 296418 1,166.00 t0544490 Lakeda Moye 2,276.00 trash 30.00 0.00 0.00 06/01/2020 06/30/2021 2,818.93
insrent 11.00
rent 1,859.00
insrent 11.00
tech 95.00
Total 2,006.00
440-2114 296418 1,166.00 t0338373 Patria Gervacio 2,276.00 trash 30.00 0.00 0.00 07/08/2013 01/31/2022 4,460.03
cable 95.00
rent 1,954.00
Total 2,079.00
440-2115 296404 724.00 t0497336 Kyla Glover 1,696.00 trash 30.00 500.00 0.00 08/09/2019 08/08/2021 0.00
cable 95.00
rent 1,558.00
Total 1,683.00
440-2116 296403 723.00 t0508568 Darnise Bailey 1,649.00 tech 95.00 0.00 0.00 10/12/2019 11/11/2021 0.00
valet 30.00
rent 1,404.00
concothr -54.00

Page 42 of 59

Rent Roll with Lease Charges

Century Summerfield (centsum)

As Of = 03/15/2021

Month Year = 03/2021

Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
Total 1,475.00
440-2117 296412 1,071.00 t0521261 Shola Oyerinde 2,137.00 tech 95.00 0.00 0.00 01/18/2020 08/17/2021 0.00
valet 30.00
llock 29.00
rent 1,636.00
Total 1,790.00
440-2118 296403 723.00 t0338377 Taura Smith 1,669.00 trash 30.00 0.00 0.00 10/31/2014 05/16/2021 05/16/2021 0.00
cable 95.00
rent 1,568.00
Total 1,693.00
440-2119 296404 724.00 t0478946 Sharon Montague 1,696.00 trash 30.00 0.00 0.00 04/29/2019 06/28/2021 0.00
cable 95.00
rent 1,625.00
Total 1,750.00
440-2120 296403 723.00 t0338379 Antonette Boynes 1,669.00 trash 30.00 0.00 0.00 04/03/2015 08/23/2021 0.00
cable 95.00
rent 1,547.00
Total 1,672.00
440-2121 296415 1,129.00 t0466382 Rodney Allen 2,317.00 trash 30.00 500.00 0.00 12/30/2018 04/29/2021 04/29/2021 0.00
rent 1,741.00
tech 95.00
Total 1,866.00
440-2122 296403 723.00 t0338381 Rachell Scott 1,669.00 trash 30.00 0.00 0.00 08/31/2014 05/15/2021 0.00
storage 35.00
cable 95.00
rent 1,569.00
Total 1,729.00
440-2123 296403 723.00 t0436624 Genesis Turman 1,669.00 trash 30.00 500.00 0.00 07/01/2018 06/29/2021 0.00
cable 95.00
rent 1,406.00
concothr -28.00
Total 1,503.00
440-2124 296418 1,166.00 t0524914 Angel Bulluck 2,276.00 tech 95.00 200.00 0.00 02/22/2020 05/21/2021 6,540.09
valet 30.00
insrent 11.00
rent 1,880.00
Total 2,016.00

Page 43 of 59

Rent Roll with Lease Charges

Century Summerfield (centsum)

As Of = 03/15/2021

Month Year = 03/2021

Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
440-2125 296404 724.00 t0562672 Crystal Herndon 1,671.00 rent 1,671.00 500.00 0.00 10/30/2020 10/29/2021 3,937.27
valet 30.00
tech 95.00
Total 1,796.00
440-2126 296412 1,071.00 t0566748 ShaRiece Pinkston 2,137.00 rent 1,709.00 500.00 0.00 10/30/2020 10/29/2021 0.00
valet 30.00
tech 95.00
Total 1,834.00
440-3113 296418 1,166.00 t0456851 Nichole Fractious 2,261.00 cable 95.00 500.00 0.00 10/12/2018 11/11/2021 2,788.73
insrent 11.00
rent 1,931.00
valet 30.00
Total 2,067.00
440-3114 296418 1,166.00 t0575003 Terence Marcelle 2,261.00 rent 1,899.00 2,848.50 0.00 12/11/2020 12/10/2021 0.00
tech 95.00
valet 30.00
pet 40.00
Total 2,064.00
440-3115 296404 724.00 t0561961 Quinyardo Mcclain 1,706.00 rent 1,492.00 746.00 0.00 11/11/2020 11/10/2021 0.00
tech 95.00
valet 30.00
Total 1,617.00
440-3116 296403 723.00 t0501650 Willie Mosley 1,659.00 tech 95.00 0.00 0.00 09/13/2019 10/12/2021 0.00
valet 30.00
llock 29.00
rent 1,422.00
Total 1,576.00
440-3117 296412 1,071.00 t0473634 Kayla Stocks 2,122.00 trash 30.00 500.00 0.00 04/11/2019 06/10/2021 06/10/2021 0.00
cable 95.00
rent 1,774.00
Total 1,899.00
440-3118 296403 723.00 t0366869 Quentin Hart 1,679.00 trash 30.00 699.50 0.00 05/20/2017 07/28/2021 1,748.78
cable 95.00
rent 1,514.00
insrent 11.00
Total 1,650.00
440-3119 296404 724.00 t0408712 Brittny Barnes 1,661.00 trash 30.00 0.00 0.00 12/02/2017 01/01/2022 0.00
cable 95.00

Page 44 of 59

Rent Roll with Lease Charges

Century Summerfield (centsum)

As Of = 03/15/2021

Month Year = 03/2021

Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
rent 1,442.00
concothr -49.00
Total 1,518.00
440-3120 296403 723.00 t0438559 Delaney Harris 1,679.00 trash 30.00 2,794.00 0.00 06/19/2018 07/18/2021 0.00
insrent 11.00
tech 95.00
rent 1,441.00
Total 1,577.00
440-3121 296415 1,129.00 VACANT VACANT 2,247.00 0.00 0.00 0.00 0.00
Total 0.00
440-3122 296403 723.00 t0560242 Aniah Coley 1,679.00 rent 1,488.00 744.00 0.00 09/14/2020 09/13/2021 0.00
tech 95.00
valet 30.00
Total 1,613.00
440-3123 296403 723.00 VACANT VACANT 1,679.00 0.00 0.00 0.00 0.00
Total 0.00
440-3124 296418 1,166.00 t0558303 Lawrence Taylor 2,261.00 rent 1,868.00 0.00 0.00 09/01/2020 04/30/2021 0.00
tech 95.00
valet 30.00
Total 1,993.00
440-3125 296404 724.00 t0509807 Harold Miles 1,706.00 tech 95.00 200.00 0.00 12/14/2019 12/13/2021 0.00
valet 30.00
rent 1,414.00
concothr -48.00
insrent 11.00
Total 1,502.00
440-3126 296412 1,071.00 t0494204 Jasmine Burriss 2,122.00 cable 95.00 0.00 0.00 08/17/2019 09/16/2021 866.55
trash 30.00
llock 29.00
rent 1,596.00
Total 1,750.00
440-4113 296418 1,166.00 t0347572 Adrienne McElhaney 2,271.00 trash 30.00 0.00 0.00 10/01/2016 11/30/2021 0.00
cable 95.00
rent 2,022.00
Total 2,147.00
440-4114 296418 1,166.00 t0572635 Lakeysha Davin 2,271.00 rent 1,899.00 0.00 0.00 11/20/2020 11/19/2021 -0.27
tech 95.00

Page 45 of 59

Rent Roll with Lease Charges

Century Summerfield (centsum)

As Of = 03/15/2021

Month Year = 03/2021

Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
valet 30.00
pet 40.00
Total 2,064.00
440-4115 296404 724.00 t0457346 Krystle McCloney 1,691.00 tech 95.00 650.00 0.00 11/01/2018 11/30/2021 0.00
valet 30.00
rent 1,447.00
concothr -56.00
Total 1,516.00
440-4116 296403 723.00 VACANT VACANT 1,669.00 0.00 0.00 0.00 0.00
Total 0.00
440-4117 296412 1,071.00 t0575542 Anozie Dike 2,132.00 rent 1,650.00 825.00 0.00 12/17/2020 12/16/2021 0.00
tech 95.00
valet 30.00
Total 1,775.00
440-4118 296403 723.00 t0547213 Kelsey Jenkins 1,689.00 rent 1,518.00 500.00 0.00 06/25/2020 06/24/2021 2,070.80
tech 95.00
valet 30.00
insrent 11.00
Total 1,654.00
440-4119 296404 724.00 t0462959 Deneen Robin 1,691.00 cable 95.00 500.00 0.00 01/13/2019 01/12/2022 0.00
rent 1,466.00
valet 30.00
concothr -50.00
Total 1,541.00
440-4120 296403 723.00 t0561837 Joy Greaves 1,689.00 rent 1,498.00 500.00 0.00 09/30/2020 09/29/2021 0.00
valet 30.00
tech 95.00
Total 1,623.00
440-4121 296415 1,129.00 t0535962 Christopher Chapman Jr 2,257.00 rent 1,803.00 901.50 0.00 05/11/2020 05/10/2021 05/10/2021 0.00
tech 95.00
valet 30.00
Total 1,928.00
440-4122 296403 723.00 t0510589 Christian Pirnot 1,689.00 tech 95.00 0.00 0.00 10/25/2019 09/24/2021 0.00
valet 30.00
llock 29.00
rent 1,431.00
Total 1,585.00

Page 46 of 59

Rent Roll with Lease Charges

Century Summerfield (centsum)

As Of = 03/15/2021

Month Year = 03/2021

Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
440-4123 296403 723.00 t0545109 William Carr 1,689.00 rent 1,518.00 3,036.00 0.00 06/19/2020 06/18/2021 1,740.60
tech 95.00
valet 30.00
Total 1,643.00
440-4124 296418 1,166.00 t0586331 Tessi Ndungmbowo 2,271.00 rent 1,725.00 1,725.00 0.00 02/26/2021 02/25/2022 0.00
valet 30.00
tech 95.00
Total 1,850.00
440-4125 296404 724.00 t0469715 Jaclyn Smith 1,716.00 trash 30.00 500.00 0.00 02/08/2019 02/17/2021 0.00
insrent 11.00
cable 95.00
rent 1,369.00
Total 1,505.00
440-4126 296412 1,071.00 t0557269 Timothy Bartley 2,132.00 rent 1,804.00 902.00 0.00 10/07/2020 10/06/2021 0.00
tech 95.00
valet 30.00
Total 1,929.00
441-1046 296418 1,166.00 t0532084 Reani Lewis 2,326.00 rent 2,025.00 0.00 0.00 03/25/2020 03/24/2021 1,145.07
tech 95.00
valet 30.00
storage 60.00
Total 2,210.00
441-1047 296418 1,166.00 MODEL MODEL 2,302.00 0.00 0.00 0.00 0.00
Total 0.00
441-1048 296404 724.00 t0338614 Laura White 1,746.00 trash 30.00 0.00 0.00 12/09/2011 09/10/2021 0.00
parking 50.00
tech 95.00
rent 1,587.00
Total 1,762.00
441-1049 296404 724.00 VACANT VACANT 1,746.00 0.00 0.00 0.00 0.00
Total 0.00
441-1050 296412 1,071.00 t0545591 Keith Willie 2,187.00 rent 1,874.00 3,748.00 0.00 06/25/2020 06/24/2021 2,558.22
tech 95.00
valet 30.00
Total 1,999.00
441-1051 296412 1,071.00 t0404073 Holly Thompson 2,187.00 trash 30.00 1,613.00 0.00 10/28/2017 10/27/2021 0.00
cable 95.00

Page 47 of 59

Rent Roll with Lease Charges

Century Summerfield (centsum)

As Of = 03/15/2021

Month Year = 03/2021

Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
insrent 11.00
rent 1,813.00
Total 1,949.00
441-2046 296418 1,166.00 t0464114 Raymond Tucker 2,296.00 cable 95.00 500.00 0.00 12/29/2018 10/31/2021 0.00
pet 40.00
valet 30.00
rent 2,050.00
concothr -223.00
insrent 11.00
Total 2,003.00
441-2047 296418 1,166.00 t0553595 Jacklyn Reeves 2,296.00 rent 1,874.00 0.00 0.00 08/19/2020 08/18/2021 0.00
tech 95.00
valet 30.00
Total 1,999.00
441-2048 296404 724.00 t0584053 Danielle Covington 1,696.00 rent 1,467.00 1,467.00 0.00 02/11/2021 02/10/2022 0.00
tech 95.00
valet 30.00
Total 1,592.00
441-2049 296404 724.00 t0536621 Jamaal Carrington 1,716.00 rent 1,477.00 0.00 0.00 05/22/2020 05/21/2021 3,059.83
tech 95.00
valet 30.00
Total 1,602.00
441-2050 296412 1,071.00 t0551349 Mekayla Lee 2,157.00 rent 1,779.00 2,668.50 0.00 07/31/2020 07/30/2021 0.00
valet 30.00
tech 95.00
Total 1,904.00
441-2051 296412 1,071.00 VACANT VACANT 2,157.00 0.00 0.00 0.00 0.00
Total 0.00
441-3046 296418 1,166.00 t0368563 Janinne Stinson 2,306.00 trash 30.00 200.00 0.00 07/21/2017 08/20/2021 0.00
parking 50.00
cable 95.00
rent 1,777.00
Total 1,952.00
441-3047 296418 1,166.00 t0509069 Denean Brighthaupt 2,306.00 tech 95.00 880.50 0.00 11/22/2019 12/21/2021 -0.57
valet 30.00
rent 1,823.00
concothr -62.00
Total 1,886.00

Page 48 of 59

Rent Roll with Lease Charges

Century Summerfield (centsum)

As Of = 03/15/2021

Month Year = 03/2021

Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
441-3048 296404 724.00 t0472985 Marcella Richardson 1,726.00 trash 30.00 500.00 0.00 03/25/2019 04/24/2021 0.00
cable 95.00
rent 1,573.00
Total 1,698.00
441-3049 296404 724.00 t0548662 Miguel Mcintosh 1,726.00 rent 1,517.00 2,275.00 0.00 07/02/2020 07/01/2021 588.27
tech 95.00
valet 30.00
Total 1,642.00
441-3050 296412 1,071.00 t0518155 Tanisha Watson 2,167.00 tech 95.00 840.50 0.00 12/05/2019 12/04/2020 33.00
valet 30.00
pet 80.00
insrent 11.00
rent 1,681.00
Total 1,897.00
441-3051 296412 1,071.00 t0573945 Donna Berry 2,167.00 rent 1,784.00 500.00 0.00 12/01/2020 11/30/2021 30.00
tech 95.00
valet 30.00
Total 1,909.00
441-4046 296418 1,166.00 t0497799 Gibbons Dyson 2,336.00 tech 95.00 0.00 0.00 10/18/2019 11/17/2021 0.00
valet 30.00
rent 1,821.00
concothr -70.00
Total 1,876.00
441-4047 296418 1,166.00 VACANT VACANT 2,331.00 0.00 0.00 0.00 0.00
Total 0.00
441-4048 296404 724.00 t0415082 Daisy Patterson 1,736.00 tech 95.00 0.00 0.00 12/04/2017 10/03/2021 0.00
storage 135.00
rent 1,497.00
valet 30.00
Total 1,757.00
441-4049 296404 724.00 t0526676 Bobby Bowden 1,736.00 rent 1,437.00 500.00 0.00 03/21/2020 03/20/2021 03/20/2021 302.78
tech 95.00
valet 30.00
parking 50.00
Total 1,612.00
441-4050 296412 1,071.00 t0492229 Ibraheem Majekodunmi 2,177.00 trash 30.00 0.00 0.00 07/19/2019 08/18/2021 3,163.61
llock 29.00

Page 49 of 59

Rent Roll with Lease Charges

Century Summerfield (centsum)

As Of = 03/15/2021

Month Year = 03/2021

Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
cable 95.00
rent 1,663.00
Total 1,817.00
441-4051 296412 1,071.00 t0544581 Isha Kargbo 2,177.00 rent 1,864.00 932.00 0.00 06/15/2020 06/14/2021 0.00
tech 95.00
valet 30.00
Total 1,989.00
450-1052 296419 1,170.00 VACANT VACANT 2,304.00 0.00 0.00 0.00 0.00
Total 0.00
450-1053 296416 1,159.00 t0470581 Darlene Wheeler 2,218.00 trash 30.00 500.00 0.00 03/01/2019 06/30/2021 0.00
cable 95.00
rent 1,755.00
Total 1,880.00
450-1054 296403 723.00 t0573052 Richard Grace 1,654.00 rent 1,498.00 1,498.00 0.00 11/23/2020 11/22/2021 0.00
tech 95.00
valet 30.00
parking 50.00
pet 40.00
Total 1,713.00
450-1055 296404 724.00 t0565419 Christine Awe 1,676.00 rent 1,497.00 2,245.00 0.00 11/04/2020 11/03/2021 500.00
tech 95.00
valet 30.00
Total 1,622.00
450-1056 296413 1,075.00 t0452711 Larry Bailey 2,285.00 trash 30.00 500.00 0.00 08/25/2018 06/24/2021 0.00
cable 95.00
rent 1,793.00
Total 1,918.00
450-1057 296412 1,071.00 t0576782 Brittany Jones 2,092.00 rent 1,709.00 3,418.00 0.00 01/08/2021 01/07/2022 146.26
tech 95.00
valet 30.00
Total 1,834.00
450-2052 296419 1,170.00 t0342624 James Thomas 2,259.00 trash 30.00 0.00 0.00 09/03/2016 09/02/2021 0.00
tech 95.00
rent 1,695.00
Total 1,820.00
450-2053 296416 1,159.00 t0338420 Elwood Davis 2,238.00 storage 60.00 1,746.00 0.00 01/30/2008 01/31/2022 0.00
cable 95.00

Page 50 of 59

Rent Roll with Lease Charges

Century Summerfield (centsum)

As Of = 03/15/2021

Month Year = 03/2021

Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
rent 1,996.00
valet 30.00
Total 2,181.00
450-2054 296408 833.00 t0516767 Morgan Jones 1,993.00 tech 95.00 789.50 0.00 12/11/2019 01/10/2022 0.00
valet 30.00
rent 1,616.00
concothr -35.00
Total 1,706.00
450-2055 296404 724.00 t0385732 Bianca Dade 1,696.00 trash 30.00 0.00 0.00 09/18/2017 03/17/2021 06/30/2021 0.00
cable 95.00
rent 1,557.00
parking 50.00
Total 1,732.00
450-2056 296413 1,075.00 t0582723 Andre Randall 2,100.00 rent 1,768.00 1,768.00 0.00 01/28/2021 01/27/2022 -19.30
valet 30.00
tech 95.00
pet 40.00
Total 1,933.00
450-2057 296412 1,071.00 t0338859 Modestine Montgomery 2,112.00 trash 30.00 1,579.00 0.00 07/31/2016 10/30/2021 0.00
insrent 11.00
cable 95.00
rent 1,732.00
Total 1,868.00
450-2059 296402 675.00 t0338424 Martina Beckum 1,543.00 trash 30.00 0.00 0.00 07/25/2014 01/31/2022 0.00
insrent 11.00
tech 95.00
rent 1,532.00
concothr -45.00
Total 1,623.00
450-3052 296419 1,170.00 t0370893 Theresa Graves 2,269.00 trash 30.00 0.00 0.00 06/07/2017 06/06/2021 0.00
storage 135.00
tech 95.00
rent 1,951.00
Total 2,211.00
450-3053 296416 1,159.00 t0584497 Samantha Hinton 2,313.00 rent 1,850.00 3,700.00 0.00 02/16/2021 02/15/2022 0.00
tech 95.00
valet 30.00
Total 1,975.00

Page 51 of 59

Rent Roll with Lease Charges

Century Summerfield (centsum)

As Of = 03/15/2021

Month Year = 03/2021

Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
450-3054 296408 833.00 t0558835 Nikiva Minnix 2,003.00 rent 1,591.00 500.00 0.00 09/08/2020 09/07/2021 0.00
tech 95.00
valet 30.00
Total 1,716.00
450-3055 296404 724.00 t0387971 Blair Williams 1,706.00 pet 40.00 1,311.00 0.00 10/03/2017 10/02/2021 0.00
cable 95.00
valet 30.00
rent 1,455.00
Total 1,620.00
450-3056 296413 1,075.00 t0497728 Jasmine Young 2,110.00 cable 95.00 0.00 0.00 08/09/2019 09/08/2021 0.00
trash 30.00
rent 1,581.00
Total 1,706.00
450-3057 296412 1,071.00 t0549810 Daniel Otchere 2,087.00 rent 1,709.00 1,709.00 0.00 07/26/2020 07/25/2021 0.00
valet 30.00
tech 95.00
Total 1,834.00
450-3058 296403 723.00 t0338860 Macolin Khem 1,659.00 trash 30.00 0.00 0.00 08/01/2016 09/28/2021 0.00
cable 95.00
rent 1,542.00
Total 1,667.00
450-3059 296402 675.00 t0418126 Taylor Strong 1,553.00 trash 30.00 0.00 0.00 02/02/2018 02/01/2021 1,439.30
pet 40.00
rent 1,359.00
tech 95.00
Total 1,524.00
450-4052 296419 1,170.00 t0551739 Twanna Duncan 2,279.00 rent 1,825.00 2,778.00 0.00 07/22/2020 07/21/2021 1,900.00
tech 95.00
valet 30.00
Total 1,950.00
450-4053 296416 1,159.00 t0512106 Leon Rutland 2,258.00 tech 95.00 500.00 0.00 01/14/2020 01/13/2021 03/31/2021 0.00
valet 30.00
pet 40.00
rent 1,857.00
insrent 11.00
Total 2,033.00
450-4054 296408 833.00 VACANT VACANT 2,013.00 0.00 0.00 0.00 0.00
Total 0.00

Page 52 of 59

Rent Roll with Lease Charges

Century Summerfield (centsum)

As Of = 03/15/2021

Month Year = 03/2021

Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
450-4055 296404 724.00 t0551628 Gina Cardoza 1,856.00 rent 1,492.00 746.00 0.00 07/24/2020 07/23/2021 0.00
tech 95.00
valet 30.00
Total 1,617.00
450-4056 296413 1,075.00 t0517149 Trina Walker 2,120.00 tech 95.00 0.00 0.00 12/16/2019 12/15/2021 0.00
valet 30.00
pet 40.00
rent 1,664.00
Total 1,829.00
450-4057 296412 1,071.00 t0505152 Glenda Cabrera 2,097.00 tech 95.00 0.00 0.00 09/24/2019 10/23/2020 0.00
valet 30.00
rent 1,551.00
Total 1,676.00
450-4058 296403 723.00 t0551103 Terrance Morrison 1,669.00 rent 1,418.00 709.00 0.00 07/17/2020 07/16/2021 0.00
tech 95.00
valet 30.00
Total 1,543.00
450-4059 296402 675.00 t0493342 Autumn Jacobs 1,563.00 trash 30.00 500.00 0.00 07/15/2019 08/14/2021 0.00
cable 95.00
rent 1,383.00
Total 1,508.00
451-1037 296403 723.00 t0564201 Dominique Joseph 1,699.00 rent 1,543.00 500.00 0.00 10/15/2020 10/14/2021 0.00
tech 95.00
valet 30.00
Total 1,668.00
451-1040 296412 1,071.00 t0338637 Andrea Short 2,187.00 trash 30.00 1,701.00 0.00 08/28/2015 02/20/2022 0.00
cable 95.00
rent 1,784.00
concothr -69.00
Total 1,840.00
451-1041 296412 1,071.00 t0521655 Edgardo Hernandez 2,162.00 rent 1,656.00 0.00 0.00 01/25/2020 04/24/2021 1,673.79
tech 95.00
valet 30.00
insrent 11.00
Total 1,792.00
451-1042 296404 724.00 t0338639 Ezhaun Coleman 1,746.00 trash 30.00 0.00 0.00 05/31/2016 08/27/2021 0.00
tech 95.00

Page 53 of 59

Rent Roll with Lease Charges

Century Summerfield (centsum)

As Of = 03/15/2021

Month Year = 03/2021

Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
rent 1,556.00
Total 1,681.00
451-1043 296403 723.00 t0555476 Nicole Stevens 1,699.00 rent 1,413.00 1,206.50 0.00 08/14/2020 08/13/2021 0.00
tech 95.00
valet 30.00
Total 1,538.00
451-1044 296416 1,159.00 t0503984 Lynette Williams 2,273.00 tech 95.00 0.00 0.00 10/04/2019 10/03/2021 0.00
valet 30.00
rent 1,719.00
concothr -90.00
Total 1,754.00
451-1045 296418 1,166.00 t0585191 Carlos Rodriguez 2,326.00 rent 1,989.00 1,989.00 0.00 02/22/2021 02/21/2022 0.00
tech 95.00
valet 30.00
Total 2,114.00
451-2037 296405 737.00 t0484677 Ana Pena 1,700.00 trash 30.00 0.00 0.00 05/31/2019 06/30/2021 03/30/2021 0.00
llock 29.00
cable 95.00
rent 1,517.00
concothr -45.00
Total 1,626.00
451-2038 296402 675.00 t0445220 Olive Johnson 1,563.00 trash 30.00 649.50 0.00 07/17/2018 06/22/2021 0.00
cable 95.00
rent 1,456.00
Total 1,581.00
451-2040 296420 1,170.00 t0536624 Brianna Coachman 2,319.00 rent 1,760.00 0.00 0.00 04/29/2020 04/28/2021 0.00
valet 30.00
tech 95.00
Total 1,885.00
451-2041 296412 1,071.00 t0528010 Gaurav Kumar 2,132.00 tech 95.00 1,651.00 0.00 02/22/2020 02/21/2022 0.00
valet 30.00
rent 1,717.00
concothr -66.00
Total 1,776.00
451-2042 296404 724.00 t0553670 Chaliyah Ward 1,716.00 rent 1,502.00 0.00 0.00 09/28/2020 09/27/2021 1,735.21
valet 30.00
tech 95.00
insrent 11.00

Page 54 of 59

Rent Roll with Lease Charges

Century Summerfield (centsum)

As Of = 03/15/2021

Month Year = 03/2021

Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
Total 1,638.00
451-2043 296408 833.00 t0464897 Andrew Kirkland 2,013.00 trash 30.00 0.00 0.00 12/15/2018 02/14/2022 0.03
cable 95.00
rent 1,703.00
Total 1,828.00
451-2044 296416 1,159.00 t0549346 Shelia Phillips 2,283.00 rent 1,818.00 904.00 0.00 07/07/2020 07/06/2021 0.00
tech 95.00
valet 30.00
Total 1,943.00
451-2045 296418 1,166.00 t0554319 Daisy Adoah 2,296.00 rent 1,874.00 2,811.00 0.00 08/14/2020 08/13/2021 0.00
tech 95.00
valet 30.00
Total 1,999.00
451-3037 296405 737.00 t0477857 Melanie Countee 1,795.00 trash 30.00 0.00 0.00 03/19/2019 03/18/2022 03/18/2021 614.73
cable 95.00
rent 1,389.00
Total 1,514.00
451-3038 296402 675.00 VACANT VACANT 1,613.00 0.00 0.00 0.00 0.00
Total 0.00
451-3039 296403 723.00 t0588731 Sharawn Johnson 1,719.00 rent 1,399.00 1,399.00 0.00 03/05/2021 03/04/2022 0.00
tech 95.00
valet 30.00
Total 1,524.00
451-3040 296412 1,071.00 t0562922 Alexus Guy 2,207.00 rent 1,899.00 0.00 0.00 10/16/2020 10/15/2021 2,151.31
tech 95.00
valet 30.00
insrent 11.00
Total 2,035.00
451-3041 296412 1,071.00 t0534385 Denise Chisolm 2,207.00 rent 1,884.00 0.00 0.00 04/10/2020 04/09/2022 0.00
tech 95.00
valet 30.00
Total 2,009.00
451-3042 296404 724.00 t0523492 Kenneth Nelson 1,741.00 rent 1,636.00 500.00 0.00 01/17/2020 04/16/2021 04/14/2021 4,214.37
tech 95.00
valet 30.00
Total 1,761.00

Page 55 of 59

Rent Roll with Lease Charges

Century Summerfield (centsum)

As Of = 03/15/2021

Month Year = 03/2021

Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
451-3043 296408 833.00 t0502845 Antoinette Jones 2,063.00 tech 95.00 0.00 0.00 09/20/2019 10/19/2021 8,961.62
valet 30.00
pet 40.00
rent 1,521.00
Total 1,686.00
451-3044 296416 1,159.00 t0562527 Nichelle Laws 2,333.00 rent 1,948.00 0.00 0.00 10/01/2020 09/30/2021 9,920.17
tech 95.00
valet 30.00
Total 2,073.00
451-3045 296418 1,166.00 t0555324 Sydney Richardson 2,346.00 rent 1,964.00 0.00 0.00 08/20/2020 08/19/2021 7,381.00
tech 95.00
valet 30.00
parking 50.00
Total 2,139.00
451-4037 296403 723.00 t0572109 Fitzroy Addman 1,689.00 rent 1,525.00 500.00 0.00 11/12/2020 11/11/2021 0.00
tech 95.00
valet 30.00
Total 1,650.00
451-4038 296402 675.00 t0418166 Amanda Walker 1,583.00 tech 95.00 0.00 0.00 12/26/2017 11/25/2021 0.00
valet 30.00
rent 1,434.00
concothr -55.00
Total 1,504.00
451-4039 296403 723.00 t0487640 Jamell Hamm 1,629.00 trash 30.00 500.00 0.00 07/10/2019 08/09/2021 0.00
cable 95.00
rent 1,506.00
Total 1,631.00
451-4040 296412 1,071.00 t0474258 Lacey Akinyemi 2,177.00 trash 30.00 0.00 0.00 03/08/2019 04/07/2021 4,237.21
tech 95.00
insrent 11.00
rent 1,772.00
Total 1,908.00
451-4041 296412 1,071.00 t0575795 Roberta Stukes 2,152.00 rent 1,749.00 2,623.50 0.00 12/15/2020 12/14/2021 0.00
tech 95.00
valet 30.00
Total 1,874.00
451-4042 296404 724.00 t0572294 Britney Gist 1,736.00 rent 1,499.00 500.00 0.00 12/03/2020 12/02/2021 0.00
tech 95.00

Page 56 of 59

Rent Roll with Lease Charges

Century Summerfield (centsum)

As Of = 03/15/2021

Month Year = 03/2021

Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
valet 30.00
Total 1,624.00
451-4043 296408 833.00 t0538272 Kingsley Abebe 2,033.00 rent 1,706.00 0.00 0.00 06/01/2020 05/31/2021 -15.41
tech 95.00
valet 30.00
parking 50.00
Total 1,881.00
451-4044 296416 1,159.00 VACANT VACANT 2,303.00 0.00 0.00 0.00 0.00
Total 0.00
451-4045 296418 1,166.00 VACANT VACANT 2,316.00 0.00 0.00 0.00 0.00
Total 0.00
Future Residents/Applicants
400-1060 296412 1,071.00 t0589980 Courtney Douglas 2,107.00 0.00 500.00 0.00 03/22/2021 03/21/2022 0.00
Total 0.00
400-4069 296412 1,071.00 t0584110 Angela Buchanan 2,122.00 0.00 500.00 0.00 03/22/2021 03/21/2022 0.00
Total 0.00
401-1024 296424 1,505.00 t0587245 Erica Ashley 2,828.00 0.00 500.00 0.00 04/08/2021 04/07/2022 0.00
Total 0.00
401-2028 296411 1,064.00 t0584355 Kadeeja Peterson 2,104.00 0.00 500.00 0.00 03/26/2021 04/08/2022 0.00
Total 0.00
410-1080 296404 724.00 t0589168 Alicia Robinson 1,726.00 0.00 500.00 0.00 03/15/2021 03/14/2022 0.00
Total 0.00
410-1087 296412 1,071.00 t0584099 Diamond Early 2,107.00 0.00 500.00 0.00 03/22/2021 03/21/2022 -1,755.00
Total 0.00
410-1090 296404 724.00 t0590361 Trevis Parker 1,701.00 0.00 500.00 0.00 03/18/2021 03/17/2022 0.00
Total 0.00
410-1096 296416 1,159.00 t0590320 Steven Lee 2,293.00 0.00 500.00 0.00 03/18/2021 03/17/2022 0.00
Total 0.00
410-2073 296418 1,166.00 t0589493 Serita Lee 2,251.00 0.00 500.00 0.00 03/08/2021 03/15/2022 0.00
Total 0.00
410-3085 296401 659.00 t0589404 Marketta Morris 1,517.00 0.00 500.00 0.00 03/15/2021 03/14/2022 0.00
Total 0.00

Page 57 of 59

Rent Roll with Lease Charges

Century Summerfield (centsum)

As Of = 03/15/2021

Month Year = 03/2021

Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
411-3009 296401 659.00 t0589664 Abdul Macauley 1,537.00 0.00 500.00 0.00 04/16/2021 04/15/2022 0.00
Total 0.00
411-3014 296401 659.00 t0588488 Mary Allen 1,537.00 0.00 500.00 0.00 03/16/2021 03/15/2022 -976.61
Total 0.00
411-4015 296410 838.00 t0590437 Reel Hawkins 2,049.00 0.00 500.00 0.00 03/26/2021 03/25/2022 0.00
Total 0.00
430-2105 296416 1,159.00 t0590036 Joshua Kenney 2,263.00 0.00 500.00 0.00 03/26/2021 03/25/2022 0.00
Total 0.00
430-3109 296404 724.00 t0589496 Tiphanni Perkins 1,681.00 0.00 500.00 0.00 03/15/2021 03/14/2022 0.00
Total 0.00
440-3123 296403 723.00 t0589957 Sharawn Johnson 1,679.00 0.00 0.00 0.00 04/01/2021 03/31/2022 500.00
Total 0.00
440-4116 296403 723.00 t0590328 Ericka Tolver 1,669.00 0.00 500.00 0.00 03/26/2021 03/25/2022 0.00
Total 0.00
441-2051 296412 1,071.00 t0589309 Tasha Mckenzie 2,157.00 0.00 500.00 0.00 03/22/2021 04/01/2022 0.00
Total 0.00
441-4049 296404 724.00 t0588427 Ciera Johnson 1,736.00 0.00 500.00 0.00 04/02/2021 04/01/2022 0.00
Total 0.00
451-4044 296416 1,159.00 t0590309 Deandre Brown 2,303.00 0.00 500.00 0.00 03/26/2021 03/25/2022 0.00
Total 0.00
Total Century Summerfield(centsum) 958,499.00 787,787.80 266,466.82 0.00 449,888.80
Summary Groups Square Market Lease Security Other # Of % Unit % Sqft Balance
Footage Rent Charges Deposit Deposits Units Occupancy Occupied
Current/Notice/Vacant Residents 452,876.00 958,499.00 787,787.80 256,966.82 0.00 478.00 91.63 91.60 452,120.41
Future Residents/Applicants 18,653.00 39,367.00 0.00 9,500.00 0.00 20.00 -2,231.61
Occupied Units 414,869.00 878,026.00 438 91.63 91.60
Total Non Rev Units 1,166.00 2,302.00 1 0.20 0.28
Total Vacant Units 36,841.00 78,171.00 39 8.15 8.15
Totals: 452,876.00 958,499.00 787,787.80 266,466.82 0.00 478 100.00 100.00 449,888.80
Summary of Charges by Charge Code
(Current/Notice Residents Only)
Charge Code Amount

Page 58 of 59

Rent Roll with Lease Charges

Century Summerfield (centsum)

As Of = 03/15/2021

Month Year = 03/2021

Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
rent 733,351.00
tech 28,595.00
valet 7,890.00
insrent 836.00
concothr -5,102.00
trash 5,250.00
cable 13,015.00
llock 1,015.00
parking 2,440.00
pet 1,220.00
storage 1,540.00
petrent 40.00
empoffex -2,400.50
damage 98.30
Total 787,787.80

Page 59 of 59

cfit-ex106_492.htm

Exhibit 10.6

DEBT SERVICE RESERVE REPLENISHMENT PAYMENT GUARANTY

This DEBT SERVICE RESERVE REPLENISHMENT PAYMENT GUARANTY (this “Guaranty”), dated as of March 26, 2021 is executed by the undersigned (“Guarantor”), to and for the benefit of ARBOR PRIVATE LABEL, LLC, a Delaware limited liability company

(“Lender”).

RECITALS:

A.Pursuant to that certain Loan and Security Agreement dated as of the date hereof, by and between CF SUMMERFIELD MULTIFAMILY DST, a Delaware statutory trust (“Borrower”) and Lender (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Loan Agreement”), Lender is making a loan to Borrower in the original principal amount of SEVENTY-SIX MILLION FIVE HUNDRED SEVENTY-FIVE THOUSAND AND NO/100 DOLLARS ($76,575,000.00) (the “Mortgage Loan”), as evidenced by that certain Promissory Note dated as of the date hereof, executed by Borrower and made payable to the order of Lender in the amount of the Mortgage Loan (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Note”).

B.The Note will be secured by, among other things, a Security Instrument (as defined in the Loan Agreement) encumbering the real property described in the Security Instrument (the “Mortgaged Property”).

C.An affiliate of Guarantor owns an indirect interest in Borrower and Guarantor will benefit from Lender making the Mortgage Loan to Borrower.

D.As a condition to making the Mortgage Loan to Borrower, Lender requires that Guarantor execute this Guaranty.

NOW, THEREFORE, in order to induce Lender to make the Mortgage Loan to Borrower, and in consideration thereof, Guarantor agrees as follows:

AGREEMENTS:

1. Recitals.

The recitals set forth above are incorporated herein by reference as if fully set forth in the body of this Guaranty.

2. Defined Terms.

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

148187528 APL - Century – Loan Docs – Debt Service Guaranty

3. Guaranteed Obligations.

Guarantor hereby absolutely, unconditionally and irrevocably guarantees to Lender the prompt payment and performance when due, whether at maturity or earlier, by reason of acceleration or otherwise, and at all times thereafter, of (collectively, the “Guaranteed Obligations”):

(a)all amounts, obligations and liabilities of Borrower to make Debt Service Reserve Replenishment Payments pursuant to Section 13.02 of the Loan Agreement; and

(b)any obligation hereunder to pay Lender costs or expenses (including, but not limited to, any obligation contained in Section 14 hereunder); provided, however, that the obligation set forth in this Section 3(b) shall survive the payment of the Indebtedness.

4. Intentionally Omitted.
5. Guaranty of Payment; Community Property.
--- ---

Guarantor’s obligations under this Guaranty constitute an irrevocable present and unconditional guaranty of payment and not merely a guaranty of collection.  This Guaranty may not be revoked by Guarantor and shall continue to be effective with respect to any Guaranteed Obligations arising or created after any attempted revocation by Guarantor and after (if Guarantor is a natural person) Guarantor’s death (in which event this Guaranty shall be binding upon Guarantor’s estate and Guarantor’s legal representatives and heirs).  The fact that at any time or from time to time the Guaranteed Obligations may be increased or reduced shall not release or discharge the obligation of Guarantor to Lender with respect to the Guaranteed Obligations.  This Guaranty may be enforced by Lender and any subsequent holder of the Note and shall not be discharged by the assignment or negotiation of all or part of the Note.  If Guarantor (or any Guarantor, if more than one) is a married person, and the state of residence of Guarantor or Guarantor’s spouse is a community property jurisdiction, Guarantor (or each such married Guarantor, if more than one) agrees that Lender may satisfy Guarantor’s obligations under this Guaranty to the extent of all Guarantor’s separate property and Guarantor’s interest in any community property.

6. Obligations Unsecured; Cross-Default.

The obligations of Guarantor under this Guaranty shall not be secured by the Security Instrument or the Loan Agreement.  However, a default under this Guaranty shall be an Event of Default under the Loan Agreement, and a default under this Guaranty shall entitle Lender to be able to exercise all of its rights and remedies under the Loan Agreement and the other Loan Documents.

2

148187528 APL - Century – Loan Docs – Debt Service Guaranty

7. Continuing Guaranty.

The obligations of Guarantor under this Guaranty shall be unconditional irrespective of the genuineness, validity, regularity or enforceability of any provision of this Guaranty, the Note, the Loan Agreement, the Security Instrument or any other Loan Document.  Guarantor agrees that performance of the obligations hereunder shall be a primary obligation, shall not be subject to any counterclaim, set-off, recoupment, abatement, deferment or defense based upon any claim that Guarantor may have against Lender, Borrower, any other guarantor of the obligations hereunder or any other Person, and shall remain in full force and effect without regard to, and shall not be released, discharged or affected in any way by any circumstance or condition (whether or not Guarantor shall have any knowledge thereof), including:

(a)any furnishing, exchange, substitution or release of any collateral securing repayment of the Mortgage Loan, or any failure to perfect any lien in such collateral;

(b)any failure, omission or delay on the part of Borrower, Guarantor, any other guarantor of the obligations hereunder or Lender to conform or comply with any term of any of the Loan Documents or failure of Lender to give notice of any Event of Default;

(c)any action or inaction by Lender under or in respect of any of the Loan Documents, any failure, lack of diligence, omission or delay on the part of Lender to perfect, enforce, assert or exercise any lien, security interest, right, power or remedy conferred upon it in any of the Loan Documents, or any other action or inaction on the part of Lender;

(d)any Bankruptcy Event, or any voluntary or involuntary bankruptcy, insolvency, reorganization, arrangement, readjustment, assignment for the benefit of creditors, composition, receivership, liquidation, marshaling of assets and liabilities or similar events or proceedings with respect to Guarantor or any other guarantor of the obligations hereunder, or any of their respective property or creditors or any action taken by any trustee or receiver or by any court in such proceeding;

(e)any merger or consolidation of Borrower into or with any entity or any sale, lease or Transfer of any asset of Borrower, Guarantor or any other guarantor of the obligations hereunder to any other Person;

(f)any change in the ownership of Borrower or any change in the relationship between Borrower, Guarantor or any other guarantor of the obligations hereunder, or any termination of such relationship;

(g)any release or discharge by operation of law of Borrower, Guarantor or any other guarantor of the obligations hereunder, or any obligation or agreement contained in any of the Loan Documents; or

(h)any other occurrence, circumstance, happening or event, whether similar or dissimilar to the foregoing, and whether seen or unforeseen, which otherwise might constitute a legal or equitable defense or discharge of the liabilities of a guarantor or surety or which otherwise might limit recourse against Borrower or Guarantor to the fullest extent permitted by law.

Notwithstanding the foregoing, this Guaranty shall terminate and be of no force and effect upon the termination of Borrower’s obligation to maintain a Debt Service Reserve pursuant to Section 13.02 of the Loan Agreement.

3

148187528 APL - Century – Loan Docs – Debt Service Guaranty

8. Guarantor Waivers.

Guarantor hereby waives:

(a)the benefit of all principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Guaranty (and agrees that Guarantor’s obligations shall not be affected by any circumstances, whether or not referred to in this Guaranty, which might otherwise constitute a legal or equitable discharge of a surety or a guarantor);

(b)the benefits of any right of discharge under any and all statutes or other laws relating to guarantors or sureties and any other rights of sureties and guarantors;

(c)diligence in collecting the Indebtedness, presentment, demand for payment, protest and all notices with respect to the Loan Documents and this Guaranty which may be required by statute, rule of law or otherwise to preserve Lender’s rights against Guarantor under this Guaranty, including notice of acceptance, notice of any amendment of the Loan Documents, notice of the occurrence of any Event of Default, notice of intent to accelerate, notice of acceleration, notice of dishonor, notice of foreclosure, notice of protest and notice of the incurring by Borrower of any obligation or indebtedness; and

(d)all rights to require Lender to:

(1)proceed against or exhaust any collateral held by Lender to secure the repayment of the Indebtedness;

(2)proceed against or pursue any remedy it may now or hereafter have against Borrower or any guarantor, or, if Borrower or any guarantor is a partnership, any general partner of Borrower or general partner of any guarantor; or

(3)demand or require collateral security from Borrower, any other guarantor or any other Person as provided by applicable law or otherwise.

9. No Effect Upon Obligations.

At any time or from time to time and any number of times, without notice to Guarantor and without releasing, discharging or affecting the liability of Guarantor:

(a)the time for payment of the principal of or interest on the Indebtedness may be extended or the Indebtedness may be renewed in whole or in part;

(b)the rate of interest on or period of amortization of the Mortgage Loan or the amount of the Monthly Debt Service Payments payable under the Loan Documents may be modified;

(c)the time for Borrower’s performance of or compliance with any covenant or agreement contained in any Loan Document, whether presently existing or hereinafter entered into, may be extended or such performance or compliance may be waived;

(d)the maturity of the Indebtedness may be accelerated as provided in the Loan Documents;

(e)any or all payments due under the Loan Agreement or any other Loan Document may be reduced;

4

148187528 APL - Century – Loan Docs – Debt Service Guaranty

(f)any Loan Document may be modified or amended by Lender and Borrower in any respect, including an increase in the principal amount of the Mortgage Loan;

(g)any amounts under the Loan Agreement or any other Loan Document may be released;

(h)any security for the Indebtedness may be modified, exchanged, released, surrendered or otherwise dealt with or additional security may be pledged or mortgaged for the Indebtedness;

(i)the payment of the Indebtedness or any security for the Indebtedness, or both, may be subordinated to the right to payment or the security, or both, of any other present or future creditor of Borrower;

(j)any payments made by Borrower to Lender may be applied to the Indebtedness in such priority as Lender may determine in its discretion; and

(k)any other terms of the Loan Documents may be modified as required by Lender.

10. Joint and Several Liability.

If more than one Person executes this Guaranty as Guarantor, such Persons shall be liable for the obligations hereunder on a joint and several basis.  Lender, in its discretion, may:

(a)to the extent permitted by applicable law, bring suit against Guarantor, or any one or more of the Persons constituting Guarantor, and any other guarantor, jointly and severally (solitarily instead for purposes of Louisiana law), or against any one or more of them;

(b)compromise or settle with any one or more of the Persons constituting Guarantor, or any other guarantor, for such consideration as Lender may deem proper;

(c)discharge or release one or more of the Persons constituting Guarantor, or any other guarantor, from liability or agree not to sue such Person; and

(d)otherwise deal with Guarantor and any guarantor, or any one or more of them, in any manner, and no such action shall impair the rights of Lender to collect from Guarantor any amount guaranteed by Guarantor under this Guaranty.

Nothing contained in this Section 10 shall in any way affect or impair the rights or obligations of Guarantor with respect to any other guarantor.

11. Subordination of Affiliated Debt.

Any indebtedness of Borrower held by Guarantor now or in the future is and shall be subordinated to the Indebtedness and any such indebtedness of Borrower shall be collected, enforced and received by Guarantor, as trustee for Lender, but without reducing or affecting in any manner the liability of Guarantor under the other provisions of this Guaranty.

12. Subrogation.

Guarantor shall have no right of, and hereby waives any claim for, subrogation or reimbursement against Borrower or any general partner of Borrower by reason of any payment by Guarantor under this Guaranty,

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whether such right or claim arises at law or in equity or under any contract or statute, until the Indebtedness has been paid in full and there has expired the maximum possible period thereafter during which any payment made by Borrower to Lender with respect to the Indebtedness could be deemed a preference under the Insolvency Laws.

13. Payment by Guarantor.

If all or any part of the Guaranteed Obligations shall not be punctually paid when due, whether at demand, maturity, acceleration or otherwise, Guarantor shall, immediately upon demand by Lender, and without presentment, protest, notice of protest, notice of non-payment, notice of intention to accelerate the maturity, notice of acceleration of the maturity, or any other notice whatsoever, pay in lawful money of the United States of America, the amount due on the Guaranteed Obligations to Lender at Lender’s address as set forth herein.  Such demand(s) may be made at any time coincident with or after the time for payment of all or part of the Guaranteed Obligations, and may be made from time to time with respect to the same or different items of Guaranteed Obligations.  Such demand shall be deemed made, given and received in accordance with the notice provisions hereof.

14. Payment of Expenses.

Guarantor shall, within ten (10) Business Days of Lender’s demand, pay Lender any and all costs and expenses (including, but not limited to, court costs, reasonable attorneys’ fees and costs, and reasonable attorneys’ fees and costs incurred in prosecuting a claim to recover attorneys’ fees and costs) incurred by Lender (i) in the enforcement of this Guaranty, (ii) in the prosecution or preservation of Lender’s rights under this Guaranty, or (iii) in connection with any amendment to this Guaranty and/or any other Loan Document.  The obligation contained in this Section 14 shall survive the payment of the Indebtedness.

15. Voidable Transfer.

If any payment by Borrower is held to constitute a preference under any Insolvency Laws or similar laws, or if for any other reason Lender is required to refund any sums to Borrower, such refund shall not constitute a release of any liability of Guarantor under this Guaranty.  It is the intention of Lender and Guarantor that Guarantor’s obligations under this Guaranty shall not be discharged except by Guarantor’s performance of such obligations and then only to the extent of such performance.  If any payment by any Guarantor should for any reason subsequently be declared to be void or voidable under any state or federal law relating to creditors’ rights, including provisions of the Insolvency Laws relating to a Voidable Transfer, and if Lender is required to repay or restore, in whole or in part, any such Voidable Transfer, or elects to do so upon the advice of its counsel, then the obligations guaranteed hereunder shall automatically be revived, reinstated and restored by the amount of such Voidable Transfer or the amount of such Voidable Transfer that Lender is required or elects to repay or restore, including all reasonable costs, expenses and legal fees incurred by Lender in connection therewith, and shall exist as though such Voidable Transfer had never been made, and any other guarantor, if any, shall remain liable for such obligations in full.

16. Intentionally Omitted.
17. Net Worth/Liquidity.
--- ---

Guarantor shall deliver to Lender such Guarantor financial statements as required by Section 8.02 (Books and Records; Financial Reporting – Covenants) of the Loan Agreement, including, if available, audited financial statements upon request.  So long as the Mortgage Loan and any of the obligations set forth in the Loan Documents remain outstanding, Guarantor shall maintain (i) a minimum Net Worth (as defined herein) of not less than

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$40,000,000.00 and (ii) Liquidity (as defined herein) of no less than $4,000,000.00 (the above items, (i) and (ii), collectively, the “Minimum Financial Criteria”).  Guarantor shall deliver to Lender, within sixty (60) days after the end of each calendar year, (x) a statement of net worth in a form reasonably satisfactory to Lender, prepared and certified by Guarantor and (y) a certification from Guarantor stating that Guarantor is in compliance with the Minimum Financial Criteria.

As used herein:

“Net Worth” shall mean, as of a given date, (x) the total assets of Guarantor as of such date, which total assets shall exclude any direct or indirect interest attributable to the Property, less (y) Guarantor’s total liabilities as of such date, determined in accordance with GAAP, which total liabilities shall exclude any direct or indirect interest attributable to the Property.

“Liquidity” shall mean (a) unencumbered Cash and Cash Equivalents of Guarantor and (b) marketable securities of Guarantor, each valued in accordance with GAAP (or other principles acceptable to Lender) and held in the United States.

“Cash and Cash Equivalents” shall mean all unrestricted or unencumbered (A) cash and (B) any of the following: (x) marketable direct obligations issued or unconditionally guaranteed by the United States Government or issued by an agency thereof and backed by the full faith and credit of the United States; (y) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof which, at the time of acquisition, has one of the two highest ratings obtainable from any two (2) of Standard & Poor’s Corporation, Moody’s Investors Service, Inc. or Fitch Investors (or, if at any time no two of the foregoing shall be rating such obligations, then from such other nationally recognized rating services as may be acceptable to Lender) and is not listed for possible down-grade in any publication of any of the foregoing rating services; (z) domestic certificates of deposit or domestic time deposits or repurchase agreements issued by any commercial bank organized under the laws of the United States of America or any state thereof or the District of Columbia having combined capital and surplus of not less than $1,000,000,000.00, which commercial bank has a rating of at least either AA or such comparable rating from Standard & Poor’s Corporation or Moody’s Investors Service, Inc., respectively; (aa) any funds deposited or invested by Guarantor in accounts maintained with Lender and which are not held in escrow for, or pledged as security for, any obligations of Guarantor, Borrower and/or any of their affiliates; (bb) money market funds having assets under management in excess of $2,000,000,000.00 and/or (cc) any unrestricted stock, shares, certificates, bonds, debentures, notes or other instrument which constitutes a “security” under the Security Act of 1933 (other than Guarantor, Borrower and/or any of their affiliates) which are freely tradable on any nationally recognized securities exchange and are not otherwise encumbered by Guarantor.

18. Representations.

Guarantor represents and warrants that:

(a)To the extent Guarantor is not a natural person, (i) Guarantor has the full corporate, trust, limited liability company or partnership power and authority, as applicable, to execute and deliver this Guaranty and to perform its obligations hereunder, (ii) the execution, delivery and performance of this Guaranty by Guarantor has been duly and validly authorized, and (iii) all requisite corporate, trust, limited liability company or partnership action, as applicable has been taken by Guarantor to make this Guaranty valid and binding upon Guarantor, enforceable in accordance with its terms, except as such enforceability may be limited by applicable Insolvency Laws or by the exercise of discretion by any court;

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(b)this Guaranty constitutes a valid, legal and binding obligation of Guarantor, enforceable against it in accordance with the terms hereof, except as such enforceability may be limited by applicable Insolvency Laws or by the exercise of discretion by any court; and

(c)there are no claims, actions, suits, or proceedings at law or in equity by or before any Governmental Authority now pending or, to Guarantor’s knowledge, threatened against or affecting Guarantor, which claims, actions, suits, or proceedings, if adversely determined (individually or in the aggregate) reasonably would be expected to materially adversely affect title to the Mortgaged Property, the use, operation or value of the Mortgaged Property, the principal benefit of the security granted to Lender pursuant to the Loan Documents, the validity or enforceability of the Security Instrument, the financial condition or business of Borrower or Guarantor, the current ability of the Mortgaged Property to generate sufficient cash flow to service the Mortgage Loan, Guarantor’s ability to perform its obligations under this Guaranty or the Environmental Indemnity, Borrower’s ability to perform its obligations under the Loan Agreement or the other Loan Documents or Borrower’s ability pay its obligations when due or the condition, operation, or ownership of the Mortgaged Property (except claims, actions, suits, or proceedings regarding fair housing, anti-discrimination, or equal opportunity, which shall always be deemed material).

19. Further Assurances.

Guarantor acknowledges that Lender (including its successors and assigns) may sell or transfer the Mortgage Loan, or any interest in the Mortgage Loan.

(a)Guarantor shall, subject to Section 19(b) below:

(1)cooperate with Lender to comply with the reasonable requirements of Lender or any Investor of the Mortgage Loan or provide, or cause to be provided, to Lender or any Investor of the Mortgage Loan within ten (10) days of the request, at Borrower’s and Guarantor’s cost and expense, such further documentation or information as Lender or Investor may reasonably require, in order to enable:

(A)Lender to sell the Mortgage Loan to such Investor;

(B)Lender to obtain a refund of any commitment fee from any such Investor; or

(C)any such Investor to further sell or securitize the Mortgage Loan;

(2)confirm that Guarantor is not in default under this Guaranty or in observing any of the covenants or agreements contained in this Guaranty (or, if Guarantor is in default, describing such default in reasonable detail); and

(3)execute and deliver to Lender or any Investor such other documentation, including any amendments, corrections, deletions or additions to this Guaranty as is reasonably required by Lender or such Investor; provided, however, that Guarantor shall only be obliged to execute such documentation if, in the opinion of Guarantor’s counsel, such documentation would not increase Guarantor’s obligations and liabilities or decrease Guarantor’s rights under the this Guaranty other than to a de minimis extent.

(b)Nothing in this Section 19 shall require Guarantor to do any further act that has the effect of:

(1)changing the essential economic terms of the Mortgage Loan;

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(2)imposing on Borrower or Guarantor greater personal liability under the Loan Documents than that set forth in the Loan Documents; or

(3)materially changing the rights and obligations of Borrower or Guarantor under the Loan Documents.

20. Successors and Assigns.

Lender may assign its rights under this Guaranty in whole or in part and, upon any such assignment, all the terms and provisions of this Guaranty shall inure to the benefit of such assignee to the extent so assigned.  Guarantor may not assign its rights, duties or obligations under this Guaranty, in whole or in part, without Lender’s prior written consent and any such assignment shall be deemed void ab initio.  The terms used to designate any of the parties herein shall be deemed to include the heirs, legal representatives, successors and assigns of such parties.

21. Final Agreement.

Guarantor acknowledges receipt of a copy of each of the Loan Documents and this Guaranty.  THIS GUARANTY REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.  All prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged into this Guaranty.  Neither this Guaranty nor any of its provisions may be waived, modified, amended, discharged or terminated except by an agreement in writing signed by the party against which the enforcement of the waiver, modification, amendment, discharge or termination is sought, and then only to the extent set forth in that agreement.

22. Governing Law and Jurisdiction.

THIS GUARANTY AND THE OBLIGATIONS ARISING HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS) AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA.  TO THE FULLEST EXTENT PERMITTED BY LAW, GUARANTOR HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS GUARANTY, THE NOTE AND THE OTHER LOAN DOCUMENTS, AND THIS GUARANTY, THE NOTE AND THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR GUARANTOR ARISING OUT OF OR RELATING TO THIS GUARANTY MAY AT LENDER’S OPTION BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, COUNTY OF NEW YORK, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND GUARANTOR WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION

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OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING.  GUARANTOR DOES HEREBY DESIGNATE AND APPOINT:

SEYFARTH

620 EIGHTH AVENUE

32^ND^ FLOOR

NEW YORK, NEW YORK 10018-1405 ATTN: ANDREW PEARLSTEIN, ESQ.

AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON GUARANTOR IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK.  GUARANTOR (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.

23. Time is of the Essence.

Guarantor agrees that, with respect to each and every obligation and covenant contained in this Guaranty, time is of the essence.

24. No Reliance.

Guarantor acknowledges, represents and warrants that:

(a)it understands the nature and structure of the transactions contemplated by this Guaranty and the other Loan Documents;

(b)it is familiar with the provisions of all of the documents and instruments relating to such transactions;

(c)it understands the risks inherent in such transactions, including the risk of loss of all or any part of the Mortgaged Property or of the assets of Guarantor;

(d)it has had the opportunity to consult counsel; and

(e)it has not relied on Lender for any guidance or expertise in analyzing the financial or other consequences of the transactions contemplated by this Guaranty or any other Loan Document or otherwise relied

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on Lender in any manner in connection with interpreting, entering into or otherwise in connection with this Guaranty, any other Loan Document or any of the matters contemplated hereby or thereby.

25. Notices.

Guarantor agrees to notify Lender of any change in Guarantor’s address within ten (10) Business Days after such change of address occurs.  All notices under this Guaranty shall be:

(a)in writing and shall be

(1)delivered, in person;

(2)mailed, postage prepaid, either by registered or certified delivery, return receipt requested;

(3)sent by overnight courier; or

(4)sent by electronic mail with originals to follow by overnight courier;

(b)addressed to the intended recipient at the notice addresses provided under the signature block at the end of this Guaranty; and

(c)deemed given on the earlier to occur of:

(1)the date when the notice is received by the addressee; or

(2)if the recipient refuses or rejects delivery, the date on which the notice is so refused or rejected, as conclusively established by the records of the United States Postal Service or such express courier service.

26. Construction.

(a)Any reference in this Guaranty to an “Exhibit” or “Schedule” or a “Section” or an “Article” shall, unless otherwise explicitly provided, be construed as referring, respectively, to an exhibit or schedule attached to this Guaranty or to a Section or Article of this Guaranty.

(b)Any reference in this Guaranty to a statute or regulation shall be construed as referring to that statute or regulation as amended from time to time.

(c)Use of the singular in this Guaranty includes the plural and use of the plural includes the singular.

(d)As used in this Guaranty, the term “including” means “including, but not limited to” or “including, without limitation,” and is for example only, and not a limitation.

(e)Whenever Guarantor’s knowledge is implicated in this Guaranty or the phrase “to Guarantor’s knowledge” or a similar phrase is used in this Guaranty, Guarantor’s knowledge or such phrase(s) shall be interpreted to mean to the best of Guarantor’s knowledge after reasonable and diligent inquiry and investigation.

(f)Unless otherwise provided in this Guaranty, if Lender’s approval, designation, determination, selection, estimate, action or decision is required, permitted or contemplated hereunder, such approval,

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designation, determination, selection, estimate, action or decision shall be made in Lender’s sole and absolute discretion.

(g)All references in this Guaranty to a separate instrument or agreement shall include such instrument or agreement as the same may be amended or supplemented from time to time pursuant to the applicable provisions thereof.

(h)“Lender may” shall mean at Lender’s discretion, but shall not be an obligation.

27. WAIVER OF JURY TRIAL.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH OF GUARANTOR AND LENDER (A) AGREES NOT TO ELECT A TRIAL BY JURY WITH RESPECT TO ANY ISSUE ARISING OUT OF THIS GUARANTY OR ANY LOAN DOCUMENT OR THE RELATIONSHIP BETWEEN THE PARTIES AS GUARANTOR AND LENDER THAT IS TRIABLE OF RIGHT BY A JURY AND (B) WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO SUCH ISSUE TO THE EXTENT THAT ANY SUCH RIGHT EXISTS NOW OR IN THE FUTURE.  THIS WAIVER OF RIGHT TO TRIAL BY JURY IS SEPARATELY GIVEN BY GUARANTOR AND LENDER, KNOWINGLY AND VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL.

[Remainder of Page Intentionally Blank]

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IN WITNESS WHEREOF, Guarantor has signed and delivered this Guaranty under seal (where applicable) or has caused this Guaranty to be signed and delivered under seal (where applicable) by its duly authorized representative. Where applicable law so provides, Guarantor intends that this Guaranty shall be deemed to be signed and delivered as a sealed instrument.

GUARANTOR:
CANTOR FITZGERALD INCOME TRUST,
INC., a Maryland corporation
By: /s/ Christopher Milner
Name: Christopher Milner
Title: President
Address for Notices to Guarantor:
110 East 59th Street, New York, NY 10022
Email address: Aaron.Wessner@cantor.com

Signature Page to Debt Service Guaranty

cfit-ex107_493.htm

Exhibit 10.7

EXECUTION VERSION

GUARANTY OF NON-RECOURSE OBLIGATIONS

This GUARANTY OF NON-RECOURSE OBLIGATIONS (this “Guaranty”), dated as of March 26, 2021, is executed by the undersigned (“Guarantor”), to and for the benefit of ARBOR PRIVATE LABEL, LLC, a Delaware limited liability company (“Lender”).

RECITALS:

A.Pursuant to that certain Loan and Security Agreement dated as of the date hereof, by and between CF SUMMERFIELD MULTIFAMILY DST, a Delaware statutory trust (“Borrower”) and Lender (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Loan Agreement”), Lender is making a loan to Borrower in the original principal amount of SEVENTY-SIX MILLION FIVE HUNDRED SEVENTY-FIVE THOUSAND AND NO/100 DOLLARS ($76,575,000.00) (the “Mortgage Loan”), as evidenced by that certain Promissory Note dated as of the date hereof, executed by Borrower and made payable to the order of Lender in the amount of the Mortgage Loan (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Note”).

B.The Note will be secured by, among other things, a Security Instrument (as defined in the Loan Agreement) encumbering the real property described in the Security Instrument (the “Mortgaged Property”).

C.An affiliate of Guarantor owns an indirect interest in Borrower and Guarantor will benefit from Lender making the Mortgage Loan to Borrower.

D.As a condition to making the Mortgage Loan to Borrower, Lender requires that Guarantor execute this Guaranty.

NOW, THEREFORE, in order to induce Lender to make the Mortgage Loan to Borrower, and in consideration thereof, Guarantor agrees as follows:

AGREEMENTS:

1. Recitals.

The recitals set forth above are incorporated herein by reference as if fully set forth in the body of this Guaranty.

2. Defined Terms.

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

3. Guaranteed Obligations.

Guarantor hereby absolutely, unconditionally and irrevocably guarantees to Lender the prompt payment and performance when due, whether at maturity or earlier, by reason of acceleration or otherwise, and at all times thereafter the obligations set forth below (collectively, the “Guaranteed Obligations”):

(a)all amounts, obligations and liabilities owed by Borrower to Lender under Section 3.02 (Exceptions to Non-Recourse Provision) of the Loan Agreement; and

(b)any obligation hereunder to pay Lender costs or expenses (including, but not limited to, any obligation contained in Section 14 hereunder); provided, however, that the obligation set forth in this Section 3(b) shall survive the payment of the Indebtedness.

4. Survival of Guaranteed Obligations.

The obligations of Guarantor under this Guaranty shall survive any Foreclosure Event, and any recorded release or reconveyance of the Security Instrument or any release of any other security for any of the Indebtedness.

5. Guaranty of Payment; Community Property.

Guarantor’s obligations under this Guaranty constitute an irrevocable present and unconditional guaranty of payment and not merely a guaranty of collection.  This Guaranty may not be revoked by Guarantor and shall continue to be effective with respect to any Guaranteed Obligations arising or created after any attempted revocation by Guarantor and after (if Guarantor is a natural person) Guarantor’s death (in which event this Guaranty shall be binding upon Guarantor’s estate and Guarantor’s legal representatives and heirs).  The fact that at any time or from time to time the Guaranteed Obligations may be increased or reduced shall not release or discharge the obligation of Guarantor to Lender with respect to the Guaranteed Obligations.  This Guaranty may be enforced by Lender and any subsequent holder of the Note and shall not be discharged by the assignment or negotiation of all or part of the Note.  If Guarantor (or any Guarantor, if more than one) is a married person, and the state of residence of Guarantor or Guarantor’s spouse is a community property jurisdiction, Guarantor (or each such married Guarantor, if more than one) agrees that Lender may satisfy Guarantor’s obligations under this Guaranty to the extent of all Guarantor’s separate property and Guarantor’s interest in any community property.

6. Obligations Unsecured; Cross-Default.

The obligations of Guarantor under this Guaranty shall not be secured by the Security Instrument or the Loan Agreement.  However, a default under this Guaranty shall be an Event of Default under the Loan Agreement, and a default under this Guaranty shall entitle Lender to be able to exercise all of its rights and remedies under the Loan Agreement and the other Loan Documents.

7. Continuing Guaranty.

The obligations of Guarantor under this Guaranty shall be unconditional irrespective of the genuineness, validity, regularity or enforceability of any provision of this Guaranty, the Note, the Loan Agreement, the Security Instrument or any other Loan Document.  Guarantor agrees that performance of the obligations hereunder shall be a primary obligation, shall not be subject to any counterclaim, set-off, recoupment, abatement, deferment or defense based upon any claim that Guarantor may have against Lender, Borrower, any other guarantor of the obligations hereunder or any other Person, and shall remain in full force and effect without regard to, and shall not be released, discharged or affected in any way by any circumstance or condition (whether or not Guarantor shall have any knowledge thereof), including:

(a)any furnishing, exchange, substitution or release of any collateral securing repayment of the Mortgage Loan, or any failure to perfect any lien in such collateral;

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(b)any failure, omission or delay on the part of Borrower, Guarantor, any other guarantor of the obligations hereunder or Lender to conform or comply with any term of any of the Loan Documents or failure of Lender to give notice of any Event of Default;

(c)any action or inaction by Lender under or in respect of any of the Loan Documents, any failure, lack of diligence, omission or delay on the part of Lender to perfect, enforce, assert or exercise any lien, security interest, right, power or remedy conferred upon it in any of the Loan Documents, or any other action or inaction on the part of Lender;

(d)any Bankruptcy Event, or any voluntary or involuntary bankruptcy, insolvency, reorganization, arrangement, readjustment, assignment for the benefit of creditors, composition, receivership, liquidation, marshaling of assets and liabilities or similar events or proceedings with respect to Guarantor or any other guarantor of the obligations hereunder, or any of their respective property or creditors or any action taken by any trustee or receiver or by any court in such proceeding;

(e)any merger or consolidation of Borrower into or with any entity or any sale, lease or Transfer of any asset of Borrower, Guarantor or any other guarantor of the obligations hereunder to any other Person;

(f)any change in the ownership of Borrower or any change in the relationship between Borrower, Guarantor or any other guarantor of the obligations hereunder, or any termination of such relationship;

(g)any release or discharge by operation of law of Borrower, Guarantor or any other guarantor of the obligations hereunder, or any obligation or agreement contained in any of the Loan Documents; or

(h)any other occurrence, circumstance, happening or event, whether similar or dissimilar to the foregoing, and whether seen or unforeseen, which otherwise might constitute a legal or equitable defense or discharge of the liabilities of a guarantor or surety or which otherwise might limit recourse against Borrower or Guarantor to the fullest extent permitted by law.

8. Guarantor Waivers.

Guarantor hereby waives:

(a)the benefit of all principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Guaranty (and agrees that Guarantor’s obligations shall not be affected by any circumstances, whether or not referred to in this Guaranty, which might otherwise constitute a legal or equitable discharge of a surety or a guarantor);

(b)the benefits of any right of discharge under any and all statutes or other laws relating to guarantors or sureties and any other rights of sureties and guarantors;

(c)diligence in collecting the Indebtedness, presentment, demand for payment, protest and all notices with respect to the Loan Documents and this Guaranty which may be required by statute, rule of law or otherwise to preserve Lender’s rights against Guarantor under this Guaranty, including notice of acceptance, notice of any amendment of the Loan Documents, notice of the occurrence of any Event of Default, notice of intent to accelerate, notice of acceleration, notice of dishonor, notice of foreclosure, notice of protest and notice of the incurring by Borrower of any obligation or indebtedness; and

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(d)all rights to require Lender to:

(1)proceed against or exhaust any collateral held by Lender to secure the repayment of the Indebtedness;

(2)proceed against or pursue any remedy it may now or hereafter have against Borrower or any guarantor, or, if Borrower or any guarantor is a partnership, any general partner of Borrower or general partner of any guarantor; or

(3)demand or require collateral security from Borrower, any other guarantor or any other Person as provided by applicable law or otherwise.

9. No Effect Upon Obligations.

At any time or from time to time and any number of times, without notice to Guarantor and without releasing, discharging or affecting the liability of Guarantor:

(a)the time for payment of the principal of or interest on the Indebtedness may be extended or the Indebtedness may be renewed in whole or in part;

(b)the rate of interest on or period of amortization of the Mortgage Loan or the amount of the Monthly Debt Service Payments payable under the Loan Documents may be modified;

(c)the time for Borrower’s performance of or compliance with any covenant or agreement contained in any Loan Document, whether presently existing or hereinafter entered into, may be extended or such performance or compliance may be waived;

(d)the maturity of the Indebtedness may be accelerated as provided in the Loan Documents;

(e)any or all payments due under the Loan Agreement or any other Loan Document may be reduced;

(f)any Loan Document may be modified or amended by Lender and Borrower in any respect, including an increase in the principal amount of the Mortgage Loan;

(g)any amounts under the Loan Agreement or any other Loan Document may be released;

(h)any security for the Indebtedness may be modified, exchanged, released, surrendered or otherwise dealt with or additional security may be pledged or mortgaged for the Indebtedness;

(i)the payment of the Indebtedness or any security for the Indebtedness, or both, may be subordinated to the right to payment or the security, or both, of any other present or future creditor of Borrower;

(j)any payments made by Borrower to Lender may be applied to the Indebtedness in such priority as Lender may determine in its discretion; and

(k)any other terms of the Loan Documents may be modified as required by Lender.

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10. Joint and Several (or Solidary) Liability.

If more than one Person executes this Guaranty as Guarantor, such Persons shall be liable for the obligations hereunder on a joint and several (solidary instead for purposes of Louisiana law) basis.  Lender, in its discretion, may:

(a)to the extent permitted by applicable law, bring suit against Guarantor, or any one or more of the Persons constituting Guarantor, and any other guarantor, jointly and severally (solidarily instead for purposes of Louisiana law), or against any one or more of them;

(b)compromise or settle with any one or more of the Persons constituting Guarantor, or any other guarantor, for such consideration as Lender may deem proper;

(c)discharge or release one or more of the Persons constituting Guarantor, or any other guarantor, from liability or agree not to sue such Person; and

(d)otherwise deal with Guarantor and any guarantor, or any one or more of them, in any manner, and no such action shall impair the rights of Lender to collect from Guarantor any amount guaranteed by Guarantor under this Guaranty.

Nothing contained in this Section 10 shall in any way affect or impair the rights or obligations of Guarantor with respect to any other guarantor.

11. Subordination of Affiliated Debt.

Any indebtedness of Borrower held by Guarantor now or in the future is and shall be subordinated to the Indebtedness and any such indebtedness of Borrower shall be collected, enforced and received by Guarantor, as trustee for Lender, but without reducing or affecting in any manner the liability of Guarantor under the other provisions of this Guaranty.

12. Subrogation.

Guarantor shall have no right of, and hereby waives any claim for, subrogation or reimbursement against Borrower or any general partner of Borrower by reason of any payment by Guarantor under this Guaranty, whether such right or claim arises at law or in equity or under any contract or statute, until the Indebtedness has been paid in full and there has expired the maximum possible period thereafter during which any payment made by Borrower to Lender with respect to the Indebtedness could be deemed a preference under the Insolvency Laws.

13. Payment by Guarantor.

If all or any part of the Guaranteed Obligations shall not be punctually paid when due, whether at demand, maturity, acceleration or otherwise, Guarantor shall, immediately upon demand by Lender, and without presentment, protest, notice of protest, notice of non-payment, notice of intention to accelerate the maturity, notice of acceleration of the maturity, or any other notice whatsoever, pay in lawful money of the United States of America, the amount due on the Guaranteed Obligations to Lender at Lender’s address as set forth herein.  Such demand(s) may be made at any time coincident with or after the time for payment of all or part of the Guaranteed Obligations, and may be made from time to time with respect to the same or different items of Guaranteed Obligations.  Such demand shall be deemed made, given and received in accordance with the notice provisions hereof.

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14. Payment of Expenses.

Guarantor shall, within ten (10) Business Days of Lender’s demand, pay Lender any and all costs and expenses (including, but not limited to, court costs, reasonable attorneys’ fees and costs, and reasonable attorneys’ fees and costs incurred in prosecuting a claim to recover attorneys’ fees and costs) incurred by Lender (i) in the enforcement of this Guaranty, (ii) in the prosecution or preservation of Lender’s rights under this Guaranty, or (iii) in connection with any amendment to this Guaranty.  The obligation contained in this Section 14 shall survive the payment of the Indebtedness.

15. Voidable Transfer.

If any payment by Borrower is held to constitute a preference under any Insolvency Laws or similar laws, or if for any other reason Lender is required to refund any sums to Borrower, such refund shall not constitute a release of any liability of Guarantor under this Guaranty.  It is the intention of Lender and Guarantor that Guarantor’s obligations under this Guaranty shall not be discharged except by Guarantor’s performance of such obligations and then only to the extent of such performance.  If any payment by any Guarantor should for any reason subsequently be declared to be void or voidable under any state or federal law relating to creditors’ rights, including provisions of the Insolvency Laws relating to a Voidable Transfer, and if Lender is required to repay or restore, in whole or in part, any such Voidable Transfer, or elects to do so upon the advice of its counsel, then the obligations guaranteed hereunder shall automatically be revived, reinstated and restored by the amount of such Voidable Transfer or the amount of such Voidable Transfer that Lender is required or elects to repay or restore, including all reasonable costs, expenses and legal fees incurred by Lender in connection therewith, and shall exist as though such Voidable Transfer had never been made, and any other guarantor, if any, shall remain liable for such obligations in full.

16. Intentionally Omitted.
17. Net Worth/Liquidity.
--- ---

Guarantor shall deliver to Lender such Guarantor financial statements as required by Section 8.02 (Books and Records; Financial Reporting – Covenants) of the Loan Agreement, including, if available, audited financial statements upon request.  So long as the Mortgage Loan and any of the obligations set forth in the Loan Documents remain outstanding, Guarantor shall maintain (i) a minimum Net Worth (as defined herein) of not less than $40,000,000.00 and (ii) Liquidity (as defined herein) of no less than $4,000,000.00 (the above items, (i) and (ii), collectively, the “Minimum Financial Criteria”).  Guarantor shall deliver to Lender, within sixty (60) days after the end of each calendar year, (x) a statement of net worth in a form reasonably satisfactory to Lender, prepared and certified by Guarantor and (y) a certification from Guarantor stating that Guarantor is in compliance with the Minimum Financial Criteria.

As used herein:

“Net Worth” shall mean, as of a given date, (x) the total assets of Guarantor as of such date, which total assets shall exclude any direct or indirect interest attributable to the Property, less (y) Guarantor’s total liabilities as of such date, determined in accordance with GAAP, which total liabilities shall exclude any direct or indirect interest attributable to the Property.

“Liquidity” shall mean (a) unencumbered Cash and Cash Equivalents of Guarantor and (b) marketable securities of Guarantor, each valued in accordance with GAAP (or other principles acceptable to Lender) and held in the United States.

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“Cash and Cash Equivalents” shall mean all unrestricted or unencumbered (A) cash and (B) any of the following: (x) marketable direct obligations issued or unconditionally guaranteed by the United States Government or issued by an agency thereof and backed by the full faith and credit of the United States; (y) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof which, at the time of acquisition, has one of the two highest ratings obtainable from any two (2) of Standard & Poor’s Corporation, Moody’s Investors Service, Inc. or Fitch Investors (or, if at any time no two of the foregoing shall be rating such obligations, then from such other nationally recognized rating services as may be acceptable to Lender) and is not listed for possible down-grade in any publication of any of the foregoing rating services; (z) domestic certificates of deposit or domestic time deposits or repurchase agreements issued by any commercial bank organized under the laws of the United States of America or any state thereof or the District of Columbia having combined capital and surplus of not less than $1,000,000,000.00, which commercial bank has a rating of at least either AA or such comparable rating from Standard & Poor’s Corporation or Moody’s Investors Service, Inc., respectively; (aa) any funds deposited or invested by Guarantor in accounts maintained with Lender and which are not held in escrow for, or pledged as security for, any obligations of Guarantor, Borrower and/or any of their affiliates; (bb) money market funds having assets under management in excess of $2,000,000,000.00 and/or (cc) any unrestricted stock, shares, certificates, bonds, debentures, notes or other instrument which constitutes a “security” under the Security Act of 1933 (other than Guarantor, Borrower and/or any of their affiliates) which are freely tradable on any nationally recognized securities exchange and are not otherwise encumbered by Guarantor.

18. Representations.

Guarantor represents and warrants that:

(a)To the extent Guarantor is not a natural person, (i) Guarantor has the full corporate, trust, limited liability company or partnership power and authority, as applicable, to execute and deliver this Guaranty and to perform its obligations hereunder, (ii) the execution, delivery and performance of this Guaranty by Guarantor has been duly and validly authorized, and (iii) all requisite corporate, trust, limited liability company or partnership action, as applicable has been taken by Guarantor to make this Guaranty valid and binding upon Guarantor, enforceable in accordance with its terms, except as such enforceability may be limited by applicable Insolvency Laws or by the exercise of discretion by any court;

(b)this Guaranty constitutes a valid, legal and binding obligation of Guarantor, enforceable against it in accordance with the terms hereof, except as such enforceability may be limited by applicable Insolvency Laws or by the exercise of discretion by any court; and

(e)there are no claims, actions, suits, or proceedings at law or in equity by or before any Governmental Authority now pending or, to Guarantor’s knowledge, threatened against or affecting Guarantor, which claims, actions, suits, or proceedings, if adversely determined (individually or in the aggregate) reasonably would be expected to materially adversely affect title to the Mortgaged Property, the use, operation or value of the Mortgaged Property, the principal benefit of the security granted to Lender pursuant to the Loan Documents, the validity or enforceability of the Security Instrument, the financial condition or business of Borrower or Guarantor, the current ability of the Mortgaged Property to generate sufficient cash flow to service the Mortgage Loan, Guarantor’s ability to perform its obligations under this Guaranty or the Environmental Indemnity, Borrower’s ability to perform its obligations under the Loan Agreement or the other Loan Documents or Borrower’s ability pay its obligations when due or the condition, operation, or ownership of the Mortgaged Property (except claims, actions, suits, or proceedings regarding fair housing, anti-discrimination, or equal opportunity, which shall always be deemed material).

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19. Further Assurances.

Guarantor acknowledges that Lender (including its successors and assigns) may sell or transfer the Mortgage Loan, or any interest in the Mortgage Loan.

(a)Guarantor shall, subject to Section 19(b) below:

(1)cooperate with Lender to comply with the reasonable requirements of Lender or any Investor of the Mortgage Loan or provide, or cause to be provided, to Lender or any Investor of the Mortgage Loan within ten (10) days of the request, at Borrower’s and Guarantor’s cost and expense, such further documentation or information as Lender or Investor may reasonably require, in order to enable:

(A)Lender to sell the Mortgage Loan to such Investor;

(B)Lender to obtain a refund of any commitment fee from any such Investor; or

(C)any such Investor to further sell or securitize the Mortgage Loan;

(2)confirm that Guarantor is not in default under this Guaranty or in observing any of the covenants or agreements contained in this Guaranty (or, if Guarantor is in default, describing such default in reasonable detail); and

(3)execute and deliver to Lender or any Investor such other documentation, including any amendments, corrections, deletions or additions to this Guaranty as is reasonably required by Lender or such Investor; provided, however, that Guarantor shall only be obliged to execute such documentation if, in the opinion of Guarantor’s counsel, such documentation would not increase Guarantor’s obligations and liabilities or decrease Guarantor’s rights under the this Guaranty other than to a de minimis extent.

(b)Nothing in this Section 19 shall require Guarantor to do any further act that has the effect of:

(1)changing the essential economic terms of the Mortgage Loan;

(2)imposing on Borrower or Guarantor greater personal liability under the Loan Documents than that set forth in the Loan Documents; or

(3)materially changing the rights and obligations of Borrower or Guarantor under the Loan Documents.

20. Successors and Assigns.

Lender may assign its rights under this Guaranty in whole or in part and, upon any such assignment, all the terms and provisions of this Guaranty shall inure to the benefit of such assignee to the extent so assigned.  Guarantor may not assign its rights, duties or obligations under this Guaranty, in whole or in part, without Lender’s prior written consent and any such assignment shall be deemed void ab initio.  The terms used to designate any of the parties herein shall be deemed to include the heirs, legal representatives, successors and assigns of such parties.

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21. Final Agreement.

Guarantor acknowledges receipt of a copy of each of the Loan Documents and this Guaranty.  THIS GUARANTY REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.  All prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged into this Guaranty.  Neither this Guaranty nor any of its provisions may be waived, modified, amended, discharged or terminated except by an agreement in writing signed by the party against which the enforcement of the waiver, modification, amendment, discharge or termination is sought, and then only to the extent set forth in that agreement.

22. Governing Law and Jurisdiction.

THIS GUARANTY AND THE OBLIGATIONS ARISING HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS) AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA.  TO THE FULLEST EXTENT PERMITTED BY LAW, GUARANTOR HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS GUARANTY, THE NOTE AND THE OTHER LOAN DOCUMENTS, AND THIS GUARANTY, THE NOTE AND THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR GUARANTOR ARISING OUT OF OR RELATING TO THIS GUARANTY MAY AT LENDER’S OPTION BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, COUNTY OF NEW YORK, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND GUARANTOR WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING.  GUARANTOR DOES HEREBY DESIGNATE AND APPOINT:

SEYFARTH

620 EIGHTH AVENUE

32^ND^ FLOOR

NEW YORK, NEW YORK 10018-1405

ATTN: ANDREW PEARLSTEIN, ESQ.

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AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON GUARANTOR IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK.  GUARANTOR (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.

23. Time is of the Essence.

Guarantor agrees that, with respect to each and every obligation and covenant contained in this Guaranty, time is of the essence.

24. No Reliance.

Guarantor acknowledges, represents and warrants that:

(a)it understands the nature and structure of the transactions contemplated by this Guaranty and the other Loan Documents;

(b)it is familiar with the provisions of all of the documents and instruments relating to such transactions;

(c)it understands the risks inherent in such transactions, including the risk of loss of all or any part of the Mortgaged Property or of the assets of Guarantor;

(d)it has had the opportunity to consult counsel; and

(e)it has not relied on Lender for any guidance or expertise in analyzing the financial or other consequences of the transactions contemplated by this Guaranty or any other Loan Document or otherwise relied on Lender in any manner in connection with interpreting, entering into or otherwise in connection with this Guaranty, any other Loan Document or any of the matters contemplated hereby or thereby.

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25. Notices.

Guarantor agrees to notify Lender of any change in Guarantor’s address within ten (10) Business Days after such change of address occurs.  All notices under this Guaranty shall be:

(a)in writing and shall be

(1)delivered, in person;

(2)mailed, postage prepaid, either by registered or certified delivery, return receipt requested;

(3)sent by overnight courier; or

(4)sent by electronic mail with originals to follow by overnight courier;

(b)addressed to the intended recipient at the notice addresses provided under the signature block at the end of this Guaranty; and

(c)deemed given on the earlier to occur of:

(1)the date when the notice is received by the addressee; or

(2)if the recipient refuses or rejects delivery, the date on which the notice is so refused or rejected, as conclusively established by the records of the United States Postal Service or such express courier service.

26. Construction.

(a)Any reference in this Guaranty to an “Exhibit” or “Schedule” or a “Section” or an “Article” shall, unless otherwise explicitly provided, be construed as referring, respectively, to an exhibit or schedule attached to this Guaranty or to a Section or Article of this Guaranty.

(b)Any reference in this Guaranty to a statute or regulation shall be construed as referring to that statute or regulation as amended from time to time.

(c)Use of the singular in this Guaranty includes the plural and use of the plural includes the singular.

(d)As used in this Guaranty, the term “including” means “including, but not limited to” or “including, without limitation,” and is for example only, and not a limitation.

(e)Whenever Guarantor’s knowledge is implicated in this Guaranty or the phrase “to Guarantor’s knowledge” or a similar phrase is used in this Guaranty, Guarantor’s knowledge or such phrase(s) shall be interpreted to mean to the best of Guarantor’s knowledge after reasonable and diligent inquiry and investigation.

(f)Unless otherwise provided in this Guaranty, if Lender’s approval, designation, determination, selection, estimate, action or decision is required, permitted or contemplated hereunder, such approval, designation, determination, selection, estimate, action or decision shall be made in Lender’s sole and absolute discretion.

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(g)All references in this Guaranty to a separate instrument or agreement shall include such instrument or agreement as the same may be amended or supplemented from time to time pursuant to the applicable provisions thereof.

(h)“Lender may” shall mean at Lender’s discretion, but shall not be an obligation.

27. WAIVER OF JURY TRIAL.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH OF GUARANTOR AND LENDER (A) AGREES NOT TO ELECT A TRIAL BY JURY WITH RESPECT TO ANY ISSUE ARISING OUT OF THIS GUARANTY OR ANY LOAN DOCUMENT OR THE RELATIONSHIP BETWEEN THE PARTIES AS GUARANTOR AND LENDER THAT IS TRIABLE OF RIGHT BY A JURY AND (B) WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO SUCH ISSUE TO THE EXTENT THAT ANY SUCH RIGHT EXISTS NOW OR IN THE FUTURE.  THIS WAIVER OF RIGHT TO TRIAL BY JURY IS SEPARATELY GIVEN BY GUARANTOR AND LENDER, KNOWINGLY AND VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL.

[Remainder of Page Intentionally Blank]

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IN WITNESS WHEREOF, Guarantor has signed and delivered this Guaranty under seal (where applicable) or has caused this Guaranty to be signed and delivered under seal (where applicable) by its duly authorized representative. Where applicable law so provides, Guarantor intends that this Guaranty shall be deemed to be signed and delivered as a sealed instrument.

GUARANTOR:
CANTOR FITZGERALD INCOME TRUST, INC., a Maryland corporation
By: /s/ Christopher Milner
Name: Christopher Milner
Title: President
Address for Notices to Guarantor:
110 East 59th Street, New York, NY 10022
Email address: Aaron.Wessner@cantor.com

Signature Page to Guaranty

cfit-ex108_496.htm

Exhibit 10.8

PURCHASE AND SALE AGREEMENT

BETWEEN

CENTENNIAL SUMMERFIELD, LLC,

a Delaware limited liability company

AS SELLER

AND

AH PROPERTY INVESTMENT COMPANY LLC,

a Delaware limited liability company

AS PURCHASER

As of January 21, 2021

Table of Contents

Page
ARTICLE 1 PURCHASE AND SALE 1
1.1 Agreement of Purchase and Sale 1
1.2 Property Defined 2
1.3 Permitted Exceptions 2
1.4 Purchase Price 2
1.5 Payment of Purchase Price 2
1.6 Earnest Money 3
1.7 Ownership of Century Tradenames and Service Marks 3
ARTICLE 2 TITLE AND SURVEY 4
2.1 Title Examination; Commitment for Title Insurance 4
2.2 Survey 5
2.3 Title Objections; Cure of Title Objections 5
2.4 Conveyance of Title 6
2.5 Pre-Closing “Gap” Title/Survey Defects 7
2.6 Seller's Covenant Not to Encumber 7
2.7 Prince George’s County ROFR 7
ARTICLE 3 INSPECTION 9
3.1 Right of Inspection 9
3.2 Right of Termination 10
3.3 Confidentiality 10
ARTICLE 4 CLOSING 11
4.1 Time and Place 11
4.2 Seller's Obligations at Closing 12
4.3 Purchaser's Obligations at Closing 14
4.4 Credits and Prorations 14
4.5 Closing Costs 16
4.6 Conditions Precedent to Obligation of Purchaser 17
4.7 Conditions Precedent to Obligation of Seller 17
4.8 Seller's Tax Deferred Exchange 18
4.9 Purchaser's Tax Deferred Exchange 18
ARTICLE 5 REPRESENTATIONS, WARRANTIES AND COVENANTS 19

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5.1 Representations and Warranties of Seller 19
5.2 Knowledge Defined 22
5.3 Survival of Seller's Representations and Warranties 22
5.4 Covenants of Seller 22
5.5 Representations and Warranties of Purchaser 24
5.6 Survival of Purchaser's Representations and Warranties 25
5.7 Covenants of Purchaser 25
ARTICLE 6 DEFAULT 26
6.1 Default by Purchaser 26
6.2 Default by Seller 27
6.3 Notice of Default; Opportunity to Cure 27
6.4 Recoverable Damages 27
ARTICLE 7 RISK OF LOSS 27
7.1 Damage 27
7.2 Definition of Major Damage. For purposes of Section 7.1: 28
7.3 Seller's Insurance 28
ARTICLE 8 COMMISSIONS 28
8.1 Broker's Commission. 28
8.2 Survival 29
ARTICLE 9 DISCLAIMERS AND WAIVERS 29
9.1 No Reliance on Documents 29
9.2 Disclaimers 29
9.3 Certain Definitions 31
9.4 Effect and Survival of Disclaimers 31
ARTICLE 10 ESCROW AGENT 31
10.1 Investment of Earnest Money 31
10.2 Payment on Demand 32
10.3 Exculpation of Escrow Agent 32
10.4 Stakeholder 32
10.5 Interest 32
10.6 Execution by Escrow Agent 32
ARTICLE 11 MISCELLANEOUS 33
11.1 Assignment 33
11.2 Notices 33

ii

11.3 Modifications 34
11.4 Calculation of Time Periods 34
11.5 Successors and Assigns 35
11.6 Entire Agreement 35
11.7 Further Assurances 35
11.8 Counterparts 35
11.9 Severability 35
11.10 Applicable Law 35
11.11 No Third Party Beneficiary 35
11.12 Seller's Access to Records after Closing 35
11.13 Schedules 36
11.14 Captions 36
11.15 Construction 36
11.16 Termination of Agreement 36
11.17 Survival 37
11.18 Time of Essence 37
11.19 Covenant Not to Record 37
11.20 Limitation of Seller's Liability 37
11.21 JURY WAIVER 37
11.22 Attorneys' Fees 37
11.23 Land Use Plan Disclosure 37
11.24 Critical Area Notice 38
11.25 Noise Disclosure 38

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PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of January 21, 2021 (the “Effective Date”), by and between CENTENNIAL SUMMERFIELD,

LLC, a Delaware limited liability company (“Seller”), and AH PROPERTY INVESTMENT COMPANY LLC, a Delaware limited liability company (“Purchaser”).

CONTINENTAL ABSTRACT LLC (“Escrow Agent”; in its capacity as title insurer sometimes herein called the “Title Company”), is a party to this Agreement for the limited purposes set forth herein.

W I T N E S S E T H:

ARTICLE 1

PURCHASE AND SALE

1.1 Agreement of Purchase and Sale. Subject to the terms and conditions hereinafter set forth, Seller agrees to sell and convey and Purchaser agrees to purchase the following:

(a) that certain tract or parcel of land being more particularly described on Schedule 1.1(a), attached hereto and made a part hereof (the property described in this clause (a) being herein referred to collectively as the “Land”);

(b) all those rights, easements and appurtenances pertaining to the Land (whether now or hereafter existing), including (i) all right, title and interest of Seller (if any) in and to any streets, alleys or rights-of-way (whether open, closed or proposed), within or adjacent to the Land, and (ii) all right, title and interest of Seller with respect to any easements, covenants, agreements, rights, privileges, tenements, hereditaments and appurtenances that now or hereafter benefit or burden the Land (the property described in this clause (b) herein referred to collectively as the “Related Rights”);

(c) the buildings, structures, facilities, installations, fixtures and other improvements of every kind on the Land, including specifically, without limitation, those certain buildings containing apartment units and related facilities and commonly known as Century Summerfield at Morgan Metro apartments (the property described in this clause (c) being herein referred to collectively as the “Improvements”, and the Land, the Related Rights and the Improvements being hereinafter sometimes collectively referred to as the “Real Property”);

(d) all of Seller's right, title and interest in, to and under all tangible personal property upon the Land or within the Improvements, including specifically, without limitation, appliances, equipment, furniture, furnishings, carpeting, draperies and curtains, tools and supplies, and other items of tangible personal property owned by Seller and used exclusively in connection with the ownership, use, maintenance or operation of the Land and the Improvements, and including those items of tangible personal property identified on Schedule 1.1(d), attached hereto and incorporated herein by this reference, including all brochures, advertising copy, promotional materials, manuals, reports, portfolios, binders, training materials and other items on which the name  “Summerfield” or “Summerfield at Morgan Metro” appears, either alone or in connection with the name “Century”; provided that all use thereof by Purchaser remains subject to the restrictions set forth in Sections 1.1(f) and 1.7 below in all respects, but excluding (i) cash and cash equivalents (except to the extent prorated at Closing) (as defined below), and any reserves or other deposits funded or made in connection with any financing encumbering the Property, (ii) computer software and computer files, (iii) any time clock(s), (iv) personal property owned by tenants under the Leases (as defined below), (v) any equipment installed by, or in connection with, any telecommunication or utility provider and which is owned by any party other than Seller (excluding any reversionary interest that Seller may have therein which shall be assigned to Purchaser to the extent assignable),

(vi) any items owned by employees of Seller or any property manager, (vii) any items leased to Seller, and (viii) any digital voice receivers used in connection with recorded music at the Property (the property described in this clause (d), other than the excluded items, being herein referred to collectively as the “Tangible Personal Property”). Seller agrees to cooperate reasonably with Purchaser to transfer any property-specific computer data files in electronic format to Purchaser;

(e) all of Seller's right, title and interest as landlord or lessor in, to and under all leases or other written agreements for occupancy listed and described on Schedule 1.1(e) (collectively, the “Rent Roll”) attached hereto and made a part hereof, as well as under all leases hereafter executed by Seller in accordance with the terms of this Agreement, pursuant to which any portion of the Land or Improvements is used or occupied by anyone other than Seller (the property described in this clause (e) being herein referred to collectively as the “Leases”), together with all of Seller’s right, title and interest in and to aged receivables under such Leases or other revenue generated by the Property;

(f) all of Seller's right, title and interest in, to and under (i) the Designated Service Contracts (as defined in Section 5.7 of this Agreement); (ii) all assignable existing warranties and guaranties issued to or inuring to the benefit of Seller in connection with the Improvements or the Tangible Personal Property; (iii) all governmental permits, licenses and approvals, if any, belonging to or inuring to the benefit of Seller and pertaining to the Real Property or the Tangible Personal Property, but only to the extent that such permits, licenses and approvals are assignable at no cost or expense to Seller, and only to the extent that such permits, licenses and approvals relate to the Real Property or the Tangible Personal Property as opposed to other property of Seller or its affiliates; (iv) resident and tenant files for current residents and tenants as of the Closing Date (as defined below) and, to the extent in the possession of Seller or its property manager as of the Effective Date, at any time during the previous twelve (12) months; (v) architectural and civil plans and specifications (to the extent in the possession of Seller or Seller's property manager); (vi) other non-confidential and non-proprietary records owned by Seller and used in connection with the operation of the Real Property or any part thereof and located on-site as of the Closing Date; (vii) all rights to use the name “Summerfield” or “Summerfield at Morgan Metro” in connection with the Real Property, either alone or in connection with the “Century” name, subject in all respects to the restrictions set forth in this Section 1.1(f) and Section 1.7 below; and (viii) all assignable telephone numbers and websites domain names associated with the Real Property including but not limited to the right, at Purchaser’s sole expense and at Purchaser’s sole option, to use http://www.centurysummerfield.com for a period of one hundred twenty (120) days after the Closing solely for the purpose of forwarding visitors to Purchaser’s website for the Real Property; but excluding any other rights in or to the use of the Marks (as defined below) (the property described in this clause (f), other than the excluded items, being sometimes herein referred to collectively as the “Intangible Property”).

1.2 Property Defined.  The Land, the Related Rights, the Improvements, the Tangible Personal Property, the Leases and the Intangible Property are hereinafter sometimes referred to collectively as the “Property”.

1.3 Permitted Exceptions. The Property shall be conveyed, and Purchaser shall accept the Property, subject to the matters which are, or are deemed to be, Permitted Exceptions pursuant to ARTICLE 2 hereof (herein referred to collectively as the “Permitted Exceptions”).

1.4 Purchase Price. Seller is to sell and Purchaser is to purchase the Property for the total purchase price of One Hundred Fifteen Million Five Hundred Thousand and No/100 Dollars

($115,500,000.00) (the “Purchase Price”).

1.5 Payment of Purchase Price. The Purchase Price for the Property (inclusive of the Earnest Money delivered to Escrow Agent as more particularly set forth herein) shall be paid at Closing in cash by wire transfer of immediately available federal funds to a bank account of Escrow Agent designated by Escrow Agent in writing

to Purchaser prior to the Closing (“Escrow Agent's Account”), and, as adjusted by prorations and adjustments as herein provided, shall be subsequently payable in full at Closing in cash by wire transfer of immediately available federal funds to or for the benefit of Seller.

1.6 Earnest Money.

(a) Within one (1) business day following the Effective Date, Purchaser shall deposit with Escrow Agent the sum of Two Million Five Hundred Thousand and No/100 Dollars ($2,500,000.00) by wire transfer of immediately available funds (the “Initial Earnest Money”) in accordance with the wiring instructions attached hereto as Schedule 1.6(a).  If, on the Inspection Date (as defined below), Purchaser delivers to Seller and Escrow Agent a Notice to Proceed, Purchaser shall deposit with Escrow Agent, within one (1) business day following the Inspection Date, an additional sum of Two Million Five Hundred Thousand and No/100 Dollars ($2,500,000.00) by wire transfer of immediately available funds (the “Additional Earnest Money”). The Initial Earnest Money and the Additional Earnest Money (if and when deposited), together with all interest accrued thereon, if any, shall individually and collectively be referred to herein as the “Earnest Money”. The Earnest Money shall be applied to the Purchase Price on the Closing Date and paid to Seller through the escrow process outlined herein.

(b) If Purchaser fails to deliver the Earnest Money, or any portion thereof, to the Escrow Agent within the time periods specified above, Purchaser shall have elected not to proceed with the transaction and this Agreement shall automatically terminate (and Purchaser shall be entitled to the return of any Earnest Money already deposited), and upon such termination, Purchaser and Seller shall have no further rights, or obligations hereunder, except those which expressly survive termination of this Agreement.

(c) In any event, if Purchaser is entitled to have the Earnest Money returned to Purchaser, pursuant to any provision of this Agreement, One Hundred and no/100 Dollars ($100.00) of the Earnest Money shall nevertheless be paid to Seller as good and sufficient independent consideration for entering into this Agreement. In addition, Seller acknowledges that Purchaser, in evaluating the Property and performing its due diligence investigation of the Property, will devote internal resources and incur expenses, and that such efforts and expenses of Purchaser also constitute good, valuable and sufficient consideration for this Agreement.

1.7 Ownership of Century Tradenames and Service Marks.

(a) Purchaser hereby acknowledges and agrees that the name “Century” and any other trade name or service mark that includes the word “Century” (hereinafter collectively referred to as the “Marks”), and each of them, are trade names and service marks of Seller; that the Marks, and each of them, are the sole and exclusive property of Seller, which owns all right, title, and interest in and to the Marks, and each of them; and Purchaser agrees that, by this Agreement, Purchaser shall acquire no ownership right or interest of any kind in or to the Marks, or any of them.  Purchaser further acknowledges and agrees that any use by Purchaser of the Marks, or any of them, in any manner not expressly authorized  in this Agreement in connection with the Property or otherwise, will result in immediate and irreparable injury to Seller, and that Seller shall be entitled to temporary, preliminary, and permanent injunctive relief against Purchaser in the event of any such use of the Marks, or any of them, by Purchaser, or in the event of any other violation by Purchaser of this Section 1.7.  Notwithstanding anything to the contrary contained in this Agreement, Purchaser may continue to use “Summerfield” or “Summerfield at Morgan Metro” in the name of the Property, without time limit, and may continue to use the name “Century Summerfield at Morgan Metro” in connection with the Property for a period of one hundred twenty (120) days after Closing, provided Purchaser does not use the “Century” name or any of the Marks following such one hundred twenty (120) day period after Closing; provided, however, nothing contained herein shall be deemed to be a warranty of Seller's or Purchaser's right to use such names. Seller shall be prohibited from using the name “Summerfield”, “Summerfield at Morgan Metro” or “Century Summerfield at

Morgan Metro” with respect to any other property owned by Seller in the State of Maryland, and nothing herein shall limit the right of Purchaser, at Purchaser’s expense at Purchaser’s sole option, to use http://www.centurysummerfield.com for a period of one hundred twenty (120) days after the Closing solely for the purpose of forwarding visitors to Purchaser’s website for the Real Property.

(b) Seller and Purchaser shall reasonably cooperate with each other in connection with the removal of the “Century” name from the Property within one hundred twenty (120) days after Closing, including changes in signage, lease forms, marketing materials and the like.

(c) This Section 1.7 shall survive the Closing.

ARTICLE 2

TITLE AND SURVEY

2.1 Title Examination; Commitment for Title Insurance. Purchaser shall obtain from Title Company, at Purchaser's expense, a commitment for an Owner's Policy of title insurance (the “Title Commitment”) for the Property, along with all underlying title exception documents referenced therein.

2.2 Survey.  Seller has delivered to Purchaser that certain ALTA/ACSM Land Title Survey of the Real Property dated March 30, 2016, prepared by Dewberry & Davis LLC, and bearing the seal of Michael B. Davis, Professional Land Surveyor No. 11033 (the “Existing Survey”).  Purchaser, may, at Purchaser’s sole cost and expense, obtain updates to such survey delivered by Seller or obtain a new survey (the “New Survey”).  The Existing Survey shall constitute the "Survey" hereunder unless Purchaser obtains a New Survey in which event, the “Survey” shall be the New Survey.  For purposes of the Deed (as defined below) to be delivered to Purchaser at the Closing, the legal description of the Property shall be the legal description attached hereto as Schedule 1.1(a).  If, however, the metes and bounds description drawn from the New Survey reflects a legal description different from the legal description attached hereto as Schedule 1.1(a), Seller shall also deliver a quit claim deed, at Closing, containing the legal description drawn from the New Survey.

2.3 Title Objections; Cure of Title Objections.

(a) Purchaser or its attorneys shall have until January 21, 2021 (the “Title Objection Deadline”) to notify Seller and its attorneys, in writing, of such objections as Purchaser may have to the Title Commitment (including the title exception documents referred to therein) or Survey, other than the Permitted Exceptions described in clauses (a) through (g) of Section 2.4 (collectively, the “Objections”).

(b) In the event Purchaser shall notify Seller of any Objections on or before the Title Objection Deadline, Seller shall have the right, but not the obligation (except with respect to Mandatory Cure Items, which Seller shall have an obligation to cure on or prior to Closing), to cure such Objections as set forth herein.  On or before the fifth (5th) day following Seller's receipt of Purchaser's notice of Objections, Seller shall notify Purchaser in writing whether Seller elects to cure such Objections (and Seller's failure to provide such a notice shall be deemed an election by Seller not to cure any such Objections). If Seller elects to cure, then Seller shall remove, satisfy or cure the same to Purchaser’s reasonable satisfaction.  If Seller elects (or is deemed to have elected) not to cure any of Purchaser’s Objections, or if Seller notifies Purchaser of Seller's intent to cure any Objections and thereafter Seller fails or is unable to effect a cure prior to Closing (or any date to which the Closing has been extended), then in either such case, other than with respect to Mandatory Cure Items (which Seller shall have an obligation to cure on or prior to Closing), Purchaser shall have the right to elect one, but not both, of the following options, which election must in each case be made within the time period provided in paragraph (c) below:

(i) to accept a conveyance of the Property subject to the Permitted Exceptions, specifically including any matter objected to by Purchaser which Seller is unwilling or unable to cure, and without reduction of the Purchase Price; or

(ii) to terminate this Agreement by sending written notice thereof to Seller, and upon delivery of such notice of termination, this Agreement shall terminate and the Earnest Money shall be returned to Purchaser, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder with respect to the Property, except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement.

(c) If Seller notifies Purchaser that, other than with respect to Mandatory Cure Items (which Seller shall have an obligation to cure on or prior to Closing), Seller does not intend to cure any Objections, or if Seller is deemed to have elected not to cure any Objections, or if Seller notifies Purchaser of Seller's intent to cure any Objections and Seller later notifies Purchaser that Seller has failed or will be unable to effect a cure thereof, then in any such case Purchaser shall, within five (5) days after receiving Seller's notice or the date of Seller's deemed election or notice of failed cure, as applicable, notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (b)(i) above or to terminate this Agreement under clause (b)(ii) above (with Purchaser's failure to provide such a notice deemed an election by Purchaser to accept conveyance under clause (b)(i) above).

(d) Notwithstanding anything contained herein to the contrary, Seller shall be obligated at Closing to discharge (i) all mortgages of Seller (regardless of whether Purchaser objects to such mortgage) encumbering the Real Property, (ii) all monetary liens (whether voluntary or involuntary, or mechanics’ or materialmens’ liens arising from work performed at the Property) arising by, through or under Seller, encumbering the Real Property, (iii) all exceptions or encumbrances created by, through or under Seller after the later of the date of the Title Commitment or the Effective Date without Purchaser’s prior written consent, and (iv) any tax liens for delinquent taxes that are due and payable by Seller, (collectively, the “Mandatory Cure Items”).  The term “mortgage” as used herein includes any mortgage, deed of trust, deed to secure debt and similar security instrument securing an indebtedness of Seller and encumbering the Real Property or any portion thereof; the terms “discharge” and “discharged” as used herein include compliance with a statutory bonding procedure that has the legal effect of removing the mortgage or item as a lien on the Property or otherwise allows the mortgage or item to be removed from the title exceptions in the Title Policy (as defined below).

2.4 Conveyance of Title.  At Closing, Seller shall convey and transfer the Property to Purchaser.  It shall be a condition to Purchaser's obligation to close this transaction that title to the Real Property conveyed and transferred to Purchaser shall be such title to the Real Property as will enable the Title Company to issue to Purchaser an extended coverage American Land Title Association (ALTA) Form 2006 Owner's Policy of Title Insurance (the “Title Policy”) covering the Real Property, in the full amount of the Purchase Price, subject to the following matters, which shall be deemed to be Permitted Exceptions:

(a) the rights of tenants, as tenants only, without any right to acquire any portion of the Property, under the Leases described in the Rent Roll and any new Leases entered into between the Effective Date and Closing in accordance with the terms of this Agreement or as otherwise approved by Purchaser in writing;

(b) the lien of all ad valorem real estate taxes and assessments not yet due and payable as of the date of Closing, subject to adjustment as herein provided;

(c) local, state and federal laws, ordinances or governmental regulations, including but not limited to, building, zoning and land use laws, ordinances and regulations, now or hereafter in effect relating to the Property, provided, however, that, with respect to any violations of any such local, state and federal laws, ordinances or governmental regulations (collectively, the “Violations”), Seller shall have no obligation to cure or remove any Violations;

subject to Seller’s obligation to: (a) provide a credit to Purchaser at Closing equal to the cost to cure any Violations, up to an aggregate amount of $200,000.00, and (b) if any Violations, either individually or in the aggregate, would cost in excess of $200,000.00 to cure, Purchaser may elect by written notice to Seller to terminate this Agreement and receive a return of the Deposit, in which case neither party hereto shall have any further rights, obligations or liabilities hereunder, except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement;

(d) all matters identified in Schedule B of the Title Commitment, and all matters shown on the Survey or New Survey (other than any Objections to which Purchaser has objected in accordance with this Agreement), all as approved or deemed approved by Purchaser pursuant to the terms of this Agreement;

(e) monetary liens arising by, through or under Purchaser; and

(f) additional items, if any, approved by Purchaser pursuant to Section 2.6 hereof.

2.5 Pre-Closing “Gap” Title/Survey Defects. Whether or not Purchaser shall have furnished to Seller any notice of Objections pursuant to the foregoing provisions of this Agreement, Purchaser may, at or prior to Closing, notify Seller in writing of any Objections with respect to matters first raised by the Title Company or the Surveyor between (a) the date of the most recent version of the Title Commitment and/or New Survey, as applicable, and (b) the Closing Date; provided, however, that Purchaser must notify Seller of any such Objections within two (2) business days of Purchaser's first receipt of the updated Title Commitment, updated New Survey or other document, whichever first provides notice of the condition giving rise to any such Objection.  With respect to any Objections set forth in such notice, except for Objections arising or resulting from Seller's breach of the covenant contained in Section 2.6 hereof, Seller shall have the same option to cure and Purchaser shall have the same option to accept title subject to such matters or to terminate this Agreement as those which apply to any Objections made by Purchaser on or before the Title Objection Deadline.

2.6 Seller's Covenant Not to Encumber. Seller agrees that, between the Effective Date and the Closing Date, Seller will not sell, assign, rent, convey (absolutely or as security), grant a security interest in, or otherwise encumber or dispose of, the Property (or any part thereof or estate therein) in any manner that will survive Closing, except as approved in writing by Purchaser in its sole discretion or as expressly provided in this Agreement.  Notwithstanding the foregoing, Seller shall have the right to (i) continue leasing apartment units in the Property in the manner described in Section 5.4(b) hereof, (ii) terminate, amend or enter into service contracts in the manner described in Section 5.4(g) hereof, and (iii) use, deplete, remove or replace items of Tangible Personal Property in the ordinary course of business, provided any appliances, leasing office and pool furniture, fitness center equipment and other similar items of equipment or furniture so removed by Seller are promptly replaced by Seller, at its cost, with items of comparable (at acquisition) or greater value and utility.

2.7 Prince George’s County ROFR.

(a) Notwithstanding anything in this Agreement to the contrary, the sale and purchase of the Property under this Agreement is subject to compliance with Prince George’s County Code Sections 13-1110 through 13-1120 and the accompanying regulations promulgated by the Prince George’s County Department of Housing and Community Development (“DHCD”) (collectively, the “ROFR”).

(b) Seller and Purchaser shall take all actions reasonably required to comply with the requirements of Prince George’s County Code Section 13-1110, et. seq. (“PGCC 13-1110”) and shall cooperate with each other in submitting to DHCD the information and documents necessary to obtain a Certificate of Compliance in a form suitable for recording.  Each of Seller and Purchaser shall furnish to each other, to DHCD and to Escrow Agent such documents and information as may be reasonably requested by any such party to evidence compliance or exempt status in accordance with PGCC 13-1110.

(c) Seller shall, at Seller’s sole expense, comply with the ROFR requirements and obtain a Certificate of Compliance issued by DHCD in accordance with the ROFR in substantially the form attached hereto as Schedule 2.7 (the “Certificate of Compliance”). Seller’s obligation shall include: (i) provide written notice of the sale of the Property to each tenant of the Property by hand delivery to each apartment unit or certified mail, return receipt requested and post such written notice in the public areas of the Property (collectively, “Seller’s Tenant Notice”), and (ii) provide a copy of this Agreement, a copy of the Seller's Tenant Notice, and a Right of First Refusal Notice of Sale Affidavit, to DHCD, and any other materials required by the Code (collectively, the "DHCD Notice"). Provided that DHCD does not notify Seller of DHCD's intent to exercise its right of first refusal within seven (7) business days following DHCD's receipt of the DHCD Notice, Seller shall thereafter request that DHCD issue and deliver to Seller the Certificate of Compliance.

(d) If DHCD either (i) timely exercises the ROFR, (ii) notifies Seller and/or Purchaser that it will impose conditions or restrictions on the sale, or Purchaser’s use of the Property, or (iii) fails to issue the Certificate of Compliance on or before the third (3rd) business day prior to the Closing Date, then Purchaser and Seller shall each have the right, but not the obligations, to elect to terminate this Agreement upon written notice to the other party, in which event the Deposit shall be returned to Purchaser and thereafter neither Seller nor Purchaser shall have any further right, obligation or liability under this Agreement, at law and in equity (except for obligations of the parties which expressly survive termination of this Agreement); provided, however, that with respect to any notification from DHCD pursuant to the preceding clause (ii), Purchaser shall be entitled to such termination right only if the conditions or restrictions in question affect Purchaser, and Seller shall be entitled to such termination right only if the conditions or restrictions in question affect Seller.

(e) If DHCD (or any assignee of DHCD pursuant to PGCC 13-1110) acquires the Property under the ROFR, this Agreement shall automatically terminate (if not previously terminated), in which event the Deposit shall be immediately returned to Purchaser and thereafter neither Seller nor Purchaser shall have any further right, obligation or liability under this Agreement, at law and in equity (except for obligations of the parties which expressly survive termination of this Agreement).

(f) Receipt of the Certificate of Compliance shall be a condition precedent to Closing.  If Seller has not received and provided to Purchaser the Certificate of Compliance at least fifteen (15) days prior to the then-scheduled Closing Date, then the Closing Date shall be automatically extended to a date that is fifteen (15) days after Seller provides the Certificate of Compliance to Purchaser, such extension not to exceed ninety (90) days; if Seller has not received the Certificate of Compliance at least fifteen (15) days prior to the end of such ninety (90) day period, then this Agreement shall terminate, in which event the Deposit shall be returned to Purchaser and thereafter neither Seller nor Purchaser shall have any further right, obligation or liability under this Agreement, at law or in equity (except for obligations of the parties which expressly survive termination of this Agreement).

ARTICLE 3

INSPECTION

3.1Right of Inspection.

(a) Beginning as of December 18, 2020 (the effective date of that certain Access and Indemnity Agreement between Purchaser and Seller (hereinafter, the "Access Agreement")) and continuing thereafter so long as this Agreement remains in full force and effect, Purchaser and its agents, representatives, contractors and consultants (collectively, the "Purchaser Parties") shall, at Purchaser’s sole cost and expense and subject to Section 3.1(b) below, have the right to make physical inspections of the Property and to examine at such place or places at the Property, in the offices of the property manager or elsewhere as the same may be located, any operating files maintained by Seller or its property manager in connection with the leasing, maintenance and/or management of the Property, including, without limitation, the Leases, lease files, service contracts, bills, invoices, receipts and other general records relating to the income and expenses of the Property, correspondence, surveys, plans and specifications, warranties for services and materials provided to the Property and similar materials, but excluding Seller’s proprietary materials not directly related to the leasing, maintenance, and/or management of the Property, such as Seller's internal memoranda, financial projections, insurance policies, operating budgets, appraisals, accounting and tax records and similar proprietary or confidential information (collectively, the “Inspections”). Seller shall have the right, but not the obligation, to have one of its representatives accompany Purchaser or its representatives on each such Inspection. Seller shall reasonably cooperate with Purchaser in its Inspections of the Property, but Seller shall not be obligated to incur any liability or expense in connection therewith.

(b) Purchaser understands and agrees that any Inspections of the Property shall be governed by and conducted in accordance with the Access Agreement.  The parties hereby affirm that the Access Agreement remains in full force and effect under its terms, and the Access Agreement is incorporated herein by this reference.  If and to the extent that the terms of the Access Agreement conflict with the terms of this Agreement, the terms of this Agreement shall control.

(c) Purchaser shall indemnify, hold harmless and defend Seller, Seller's members, and their respective members, managers, officers, directors, shareholders, partners, agents and employees (collectively, the "Indemnitees") from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable

attorneys' fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) of whatsoever nature (for purposes of this Section 3.1, individually a “Claim” and collectively, “Claims”) that are actually incurred by the Indemnitees, or any of them, to the extent arising out of or in connection with the acts or omissions of the Purchaser Parties, or any of them, in connection with the Inspections, including but not limited to Claims arising out of or in connection with personal injury or death of persons, loss, destruction or damage to property, or liens or claims of lien filed against the Property.  Notwithstanding the foregoing, Purchaser shall have no liability for (i) pre-existing conditions merely discovered by the Inspections of the Property and not aggravated by Purchaser, and (ii) Claims caused by or resulting from any act or omission of the Indemnitees or property manager. Purchaser shall maintain adequate and appropriate insurance in the following amounts to cover risks of the type described in in this Section 3.1(c): (i) commercial general liability insurance in an amount not less than $2,000,000.00 per occurrence, and (ii) umbrella liability insurance in an amount not less than $10,000,000.00. Such insurance shall include a waiver of subrogation.  This Section 3.1(c) shall survive Closing or any termination of this Agreement.

3.2Right of Termination.  Purchaser, in Purchaser's sole and absolute discretion, shall determine on or before 5:00 p.m. (Eastern Standard time) on January 29, 2021 (the “Inspection Date”) whether it (x) elects to proceed with the transactions contemplated by this Agreement, or (y) does not wish to acquire the Property for any reason or no reason.  Accordingly, if Purchaser (i) elects to proceed, it shall deliver to Seller and Escrow Agent written notice of such election to proceed (an “Notice to Proceed”), and (ii) elects to terminate the transaction, it shall deliver to Seller and Escrow Agent written notice of such termination (the "Termination Notice"), in any case, on or prior to the Inspection Date.  If Purchaser (A) delivers a Termination Notice or (B) fails to provide either the Notice to Proceed or the Termination Notice, in either case, on or before the Inspection Date, then Purchaser shall be deemed to have elected not to proceed and to terminate the transaction, in which case, Escrow Agent shall be irrevocably authorized to return the Initial Earnest Money to Purchaser.  Upon any such termination of this Agreement pursuant to Purchaser's rights under this Section 3.2, Purchaser and Seller shall have no further rights and obligations hereunder except those which expressly survive termination of this Agreement.  Time is of the essence with respect to the provisions of this Section 3.2.

3.3 Confidentiality.

(a) Purchaser acknowledges that all reports and other information provided to Purchaser under this Agreement have been provided by way of electronic dataroom located at: https://centennialholdingco.sharefile.com/home/shared/fo1e29ef-b327-4de7-a8f8-b5bf58c504f0

(the "Due Diligence Information") and that the Due Diligence Information is for informational purposes only and shall not be construed as a representation or warranty on the part of Seller or any other party regarding the Property, other than as expressly set forth in this Agreement. Notwithstanding any provision of this Agreement, Purchaser shall not have access to, and Seller shall not be obligated to make available to Purchaser, any confidential, proprietary or privileged information of Seller related to the Property, such excluded materials to include Seller’s internal memoranda, financial projections, operating budgets, appraisals, tax returns and similar proprietary, confidential or privileged information.  Notwithstanding anything in the foregoing to the contrary, Seller will make available to Purchaser financial statements, operating reports and rent rolls used in Seller’s ordinary course of business.

(b) The existence and contents of this Agreement, the negotiations of parties with respect to the possible sale and purchase of the Property and any matters disclosed by any Inspections undertaken by Purchaser with respect to the Property and the Due Diligence Information shall be kept confidential and shall not be disclosed to any third parties without the consent of both parties hereto, except for any disclosure that may be required by law to be made to any applicable governmental or quasi-governmental authorities, or with respect to any information that is publicly available or independently developed by Purchaser or its agents.  No advertisement or other publicity concerning this transaction shall be made or disseminated by either party at any time without the review and approval of both parties hereto.  Both parties recognize the need to disclose, and agree to the disclosure of, certain aspects of this transaction to their respective lenders, investors, prospective investors, accountants, attorneys, other consultants (including firms undertaking due diligence on behalf of Purchaser), broker-dealers and registered investment advisors.  Neither party is responsible for the actions of third parties as to the disclosure of confidential information, but each party agrees to inform their lender, investors, prospective investors, accountants, attorneys and other consultants of the confidentiality of this transaction and all such other information and, upon request of the other, agrees to use reasonable efforts to obtain confidentiality agreements from such third parties. Notwithstanding the foregoing of this Section 3.3, either of Seller or Purchaser (or both) may issue a press release describing the transaction if and when the Property is actually conveyed, provided that any such press release issued by either party must be approved in advance by the other party.  Additional confidentiality restrictions may be set forth in a separate confidentiality agreement between Seller and Purchaser (provided that, in the event of any conflict between the terms of any such separate confidentiality agreement and this Agreement, the terms of this Agreement shall prevail).  Seller and Purchaser will satisfy their

respective obligations to keep information confidential by exercising reasonable care.  Such care shall include protecting such information using those practices the receiving party customarily uses to restrict disclosure of its own information of like importance.  Such party will not be liable if it accidentally discloses confidential information while exercising reasonable care, provided that, upon discovery of such disclosure, such party attempts to retrieve the confidential information and reviews its practices to attempt to prevent any further accidental disclosures.

(c) If this Agreement is terminated, Purchaser shall, within seven (7) days from the date of such termination, return or cause to be returned to Seller all Due Diligence Information (other than as may be required pursuant to record retention policies of Purchaser and/or the parties to whom such information was made available in accordance with this Section 3.3) and, if requested by Seller and upon reimbursement of Purchaser's actual costs therefor, deliver to Seller copies of all third party reports prepared by or on behalf of Purchaser (to the extent Purchaser is legally entitled to do so), without representation or warranty and without any right of reliance thereon.  The provisions of this Section 3.3 shall survive the termination of this Agreement for the Survival Period, but shall not survive the Closing.

ARTICLE 4

CLOSING

4.1   Time and Place.

(a) The consummation of the transaction as contemplated hereby (“Closing”) shall be held at the office of Escrow Agent on February 25, 2021, via escrow funds and fully executed documents.  Notwithstanding the foregoing, and subject in all instances to any adjournment of the Closing Date required by Section 2.7, Purchaser shall have the right to extend the Closing one or more times to a date no later than March 30, 2021 by delivering written notice to Seller, with a copy to Escrow Agent, not less than three (3) business days’ prior to the originally scheduled or then-scheduled Closing Date (the “Extension Notice”).  Concurrently with Purchaser’s delivery of the Extension Notice to Escrow Agent to extend the Closing beyond February 25, 2021, Purchaser shall deliver a one-time extension deposit to the account of Escrow Agent in the amount of One Million and No/100 Dollars (the “Extension Deposit”).  For purposes of this Agreement, the Extension Deposit shall be nonrefundable to Purchaser and shall be deemed to be a part of the Earnest Money in all respects.  At Closing, Seller and Purchaser shall perform the obligations set forth in, respectively, Section 4.2 and Section 4.3.  The Closing may be held at such other place or such earlier time and date as Seller and Purchaser shall mutually reasonably approve in writing.  The date on which the Closing is scheduled to occur hereunder (or, if earlier or as extended hereby, the date on which Closing occurs) is sometimes referred to herein as the “Closing Date”.  The parties will endeavor to “pre-close” on the business day prior to the Closing Date, so as to allow the wire transfers of the Purchase Price from Purchaser and/or its lender to Escrow Agent to occur at the opening of business on the Closing Date or as promptly thereafter as practical.

(b) Notwithstanding anything stated to the contrary in this Agreement, to the extent a “Postponing Event” has occurred on a “Key Performance Date” (as such terms are hereinafter defined) or the Business Day immediately prior to a Key Performance Date, such Key Performance Date shall automatically be extended until the date that is two (2) Business Days following a “Postponing Event Cure” (as hereinafter defined) and delivery of written notice by either Purchaser or Seller to the other of such Postponing Event Cure.  Further, and notwithstanding anything to the contrary contained herein, in the event the Postponing Event (a) results in the then-scheduled Closing Date being extended for more than twenty (20) days, Purchaser shall have the right to terminate this Agreement by notifying Seller of such election prior to the completion of a Postponing Event Cure, or (b) results in the then-scheduled Closing Date being extended for more than forty-five (45) days, Purchaser or Seller shall each have the right to terminate this Agreement by notifying the other Party of such

election prior to the completion of a Postponing Event Cure; provided, however, that if Seller elects to terminate this Agreement pursuant to clause (b), then Purchaser may elect to proceed with the Closing notwithstanding the existence of the Postponing Event (so long as Purchaser is able to deliver the required Closing funds to Escrow Agent) by delivering written notice of such election to Seller within five (5) days following receipt of Seller’s termination notice (and in such event the parties shall reasonably cooperate to satisfy the Closing requirements and to perform their respective obligations set forth herein to the fullest extent possible given the circumstances).  Upon a termination of this Agreement as set forth in this Section 6.5, Escrow Agent shall disburse the Earnest Money to Purchaser and, upon such disbursement, this Agreement shall be null and void and of no further force or effect and neither party shall have any rights or obligations against or to the other except for those provisions hereof which by their terms expressly survive the termination of this Agreement. For purposes hereof, the terms below shall have the following definitions:

(c) “Postponing Event” shall mean an event, development, condition or state of facts that: (a) prevents FedEx and UPS from being able to pick up packages from, or deliver packages to, Purchaser, Seller, Escrow Agent or the applicable legal counsel of any of the foregoing, (b) results in the closure of the Escrow Agent’s or Title Company’s offices; provided that it shall not be a Postponing Event if a replacement escrow agent within the same national title insurance company (or a replacement title insurance company with the same reputation and national presence as Title Company) agrees to act as escrow agent pursuant to the terms of this Agreement at no additional cost or liability to either party and provided further that it shall not be a Postponing Event if a replacement nationally-recognized title company as reputable as the Title Company agrees to issue the Title Policy to Purchaser in the form previously agreed upon by the Title Company and Purchaser as of the date the order for a title commitment is placed with the replacement title company, and including any coverage or endorsements that Purchaser can demonstrate in writing that the Title Company had agreed to issue to Purchaser, or (c) the closing of the local recording office or the inability of the local recording office to record, and, in either case, the Title Company is unable or unwilling to issue the Title Policy in the form required under this Agreement.  Seller shall provide at least five (5) business days’ notice (and the Closing shall be adjourned to provide for such five (5) business-day period, if necessary) to Purchaser if Seller elects to retain a replacement escrow agent and/or a replacement title company pursuant to this Section 4.4(b) and at least two (2) business days’ notice prior to ordering a title commitment from such replacement title company in order for Purchaser to establish and provide evidence of the form of Title Policy previously agreed upon by the Title Company and Purchaser.

(d) “Postponing Event Cure” shall mean with respect to any Postponing Event (i) described in clause (a) of the definition thereof, the resumption of pick-up and overnight deliveries by any nationally recognized overnight courier, (ii) described in clause (b) of the definition thereof, the reopening of the Escrow Agent’s and Title Company’s offices, or (iii) described in clause (c) of the definition thereof, the reopening of such local recording office.

(e) “Key Performance Date” shall mean, (x) with respect to clause (a) of the definition of “Postponing Event”, the Closing Date or the Business Day prior to the Closing Date, and (y) with respect to all other clauses of the definition of “Postponing Events”, the Closing Date.

4.2    Seller's Obligations at Closing.  At Closing, Seller shall:

(a) deliver to Purchaser a duly executed special warranty deed in the form attached hereto as Schedule 4.2(a) and by this reference made a part hereof, conveying the Real Property to Purchaser subject only to the Permitted Exceptions (the “Deed”);

(b) deliver to Purchaser a bill of sale and assignment and assumption of leases and service contracts, in the form attached hereto as Schedule 4.2(b) and by this reference made a part hereof, duly executed by Seller (the “Bill of Sale and Assignment”);

(c) join with Purchaser to execute a notice to tenants (the “Tenant Notice”) in the form of Schedule 4.2(c) attached hereto;

(d) deliver to Purchaser a certificate (the “Seller's Closing Certificate”), dated as of the date of Closing and duly executed by Seller, in the form of Schedule 4.2(d) attached hereto, stating that the representations and warranties of Seller contained in Section 5.1 of this Agreement are true and correct in all material respects as of the date of Closing (with necessary modifications to reflect any changes therein due to the occurrences of events and circumstances that are permitted to occur hereunder and do not constitute a breach of Seller’s obligations under this Agreement); provided, however, that the inclusion of any change or exception in such certificate shall not prejudice Purchaser's rights under this Agreement with respect to the subject matter of such change or exception.  The Seller's Closing Certificate shall include an updated Rent Roll dated no earlier than three (3) business days prior to the Closing Date as to which Seller shall make the same representations and warranties, as of the date of such Rent Roll, as Seller makes under Section 5.1(d) with respect to the Rent Roll attached hereto;

(e) deliver to Purchaser and the Title Company such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Seller;

(f)   deliver to Purchaser an affidavit duly executed by Seller stating that Seller is not a “foreign person” as defined in the Federal Foreign Investment in Real Property Tax Act of 1980 and the 1984 Tax Reform Act;

(g)   deliver to the Title Company a title insurance affidavit, duly executed by Seller or a representative of Seller, in form and content reasonably satisfactory to Seller and the Title Company;

(h)   deliver to Purchaser at the Property the Leases, together with such leasing and property files and records, and other Due Diligence Information, all to the extent not previously delivered and the originals thereof to the extent in Seller’s possession or control;

(i)   deliver to Purchaser possession and occupancy of the Property, subject only to the Permitted Exceptions;

(j)   deliver a closing statement evidencing the transaction contemplated by this Agreement and such additional documents as shall be reasonably requested by the Title Company or required to consummate the transaction contemplated by this Agreement; provided, however, that in no event shall Seller be required to indemnify the Title Company, Purchaser, or any other party pursuant to any such documents, or undertake any other material liability not expressly contemplated in this Agreement, unless Seller elects to do so in its sole discretion;

(k)   if the legal description attached hereto as Schedule 1.1(a) differs from the legal description of the Property drawn from the New Survey, Seller shall deliver (in addition to the Deed) a quit claim deed conveying the Real Property pursuant to the legal description drawn from the New Survey, which legal description shall be subject to Seller's approval, which approval shall not be unreasonably withheld;

(l)   deliver an assignment and assumption agreement (the “Assignment and Assumption Agreement”) with respect to Seller’s right, title and interest in and to that certain Connection Agreement dated June 8, 2009 by and between Washington Metropolitan Area Transit Authority, and Seller, which agreement was recorded August 20, 2009 in Liber 30904, Folio 420 (the “Connection Agreement”); and

(m) deliver the Certificate of Compliance.

4.3 Purchaser's Obligations at Closing.  At Closing, Purchaser shall:

(a) deliver to Escrow Agent the full amount of the Purchase Price (inclusive of the Earnest Money theretofore delivered to Escrow Agent) as increased or decreased by prorations and adjustments as herein provided, prior to 3:00 p.m. (Eastern time) on the Closing Date, in immediately available federal funds wire transferred to Escrow Agent's Account, and deliver to Escrow Agent instructions to release the full amount of the Purchase Price, as increased or decreased by prorations and adjustments as herein provided, to Seller; provided, however, the delivery and/or instructions to release the Purchase Price from Purchaser may occur on the Closing Date after 3:00 p.m. (Eastern time) so long as Purchaser pays for one day of per diem interest actually charged by Seller’s payoff lender for receipt of funds beyond 3:00 p.m. Eastern time on the Closing Date;

(b) join Seller in execution of all counterparts of the Bill of Sale, the Assignment, Tenant Notice and the Assignment and Assumption Agreement.  Purchaser shall deliver a copy of the Tenant Notice to each tenant under each of the Leases informing such tenant of the sale of the Property and of the assignment to Purchaser of Seller's interest in, and obligations under, the Leases (including, if applicable any security deposits) and directing that all rent and other sums payable after the Closing under each such Lease shall be paid as set forth in the Tenant Notice.  The provisions of this sub-section shall survive Closing;

(c) deliver to the Title Company such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Purchaser;

(d) deliver to Seller a certificate dated as of the date of Closing and duly executed by Purchaser, stating that the representations and warranties of Purchaser contained in Section 5.5 of this Agreement are true and correct in all material respects as of the date of Closing (with necessary modifications to reflect any changes therein due to the occurrences of events and circumstances that are permitted to occur hereunder and do not constitute a breach of Purchaser’s obligations under this Agreement); provided, however, that the inclusion of any change or exception in such certificate shall not prejudice Seller's rights under this Agreement with respect to the subject matter of such change or exception, including the right of Seller to terminate this Agreement and receive the Earnest Money, if applicable; and

(e) deliver a closing statement evidencing the transaction contemplated by this Agreement and such additional documents as shall be reasonably requested by the Title Company or required to consummate the transaction contemplated by this Agreement.

4.4   Credits and Prorations.

(a) All income and expenses in connection with the operation of the Property shall be apportioned, as of 11:59 p.m. (Eastern Daylight time) on the day prior to the Closing Date, as if Purchaser were vested with title to the Property during the entire Closing Date, such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of income and the burden of expenses for the day preceding the Closing Date and the Purchaser shall have the benefit of income and the burden of expenses for the Closing Date and thereafter. Items (i)-(v) below will be prorated at Closing utilizing the information known at that time.  A post-closing “true-up” shall take place within ninety (90) days of the Closing Date to adjust the prorations of said items (i), (iii), (iv) and (v), if necessary, and within a reasonable time to adjust the proration of said item (ii), if necessary.  Such prorated items shall include, without limitation, the following:

(i)   rents, if any, based on the amount collected for the current month. The term “rents” as used in this Agreement includes all payments due and payable by, or received from, tenants under the Leases other than refundable deposits, application fees, reimbursement payments that are attributable to periods prior to Closing, late charges, pet and cleaning charges and termination payments (which refundable

deposits shall be treated as set forth in Section 4.4(b)(i), but such other amounts shall be retained by Seller);

(ii)   ad valorem taxes and assessments levied against the Property (including personal property taxes on the Tangible Personal Property), which shall be prorated as set forth in Section 4.4(b)(ii) hereof;

(iii)   payments or amounts due under the Designated Service Contracts (as defined below).  To the extent any rebate, concession or commission payable to Seller under any Designated Service Contract has accrued before Closing but has not been paid to Seller, Seller shall receive a credit for such accrued amounts at Closing; and Seller shall retain any signing bonus or similar payments received by Seller before Closing;

(iv)   gas, electricity, water and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing or the most recent utility bill received by Seller, as applicable, including, without limitation, water charges not yet due and payable to such utility provider at Closing, but which amounts are customarily billed directly to Seller and may be reimbursed by tenants; and

(v)   any other operating expenses, income or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions in the area in which the Property is located.

(b)   Notwithstanding anything contained in the foregoing provisions:

(i)   At Closing, (A) Seller shall credit to Purchaser the amount of such unforfeited resident deposits as shown on the Rent Roll, and (B) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Property, or, at either party's option, Purchaser shall contract directly with the utility companies and Seller shall be entitled to receive and retain such refundable cash and deposits; provided that Purchaser and Seller will cooperate so that utility service to the Property is not interrupted.  For the purposes of this Section 4.4(b)(i), the term “unforfeited resident deposits” means any refundable resident deposits which are held by Seller and which Seller has not applied against delinquent rents, property damage or otherwise in accordance with the applicable Lease, together with any interest accrued thereon to the extent required to be paid by the applicable Lease or applicable law.

(ii) Any ad valorem taxes for the current year paid at or prior to Closing shall be prorated based upon the amounts actually paid for the current tax year. If all taxes and assessments for the current tax year have not been paid before Closing, then Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing, and Purchaser shall be responsible for taxes and assessments commencing as of the Closing Date and shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed.  To the extent that the actual taxes and assessments for the current tax year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves following Closing promptly following the availability of the final tax bills.  For avoidance of doubt, any refunds generated from appeal of ad valorem taxes for year(s) prior to the year of Closing shall remain the property of Seller and paid to Seller by Purchaser, if and to the extent received by Purchaser.

(iii)   Gas, electricity, water and other utility charges referred to in Section 4.4(a)(iv) above which are payable by any tenant directly to a third party shall not be apportioned hereunder, Purchaser shall

accept title subject to any of such charges which are unpaid, and Purchaser shall look solely to the responsible tenant for the payment of the same.

(iv)   If Seller shall have paid any gas, electricity, water or other utility charges referred to in Section 4.4(a)(iv) above directly to a third party which are reimbursable by tenants, but shall not have been reimbursed therefor by the time of Closing (the “Delinquent Tenant Payments”), then reimbursement of such Delinquent Tenant Payments shall not be prorated and Seller waives all rights to collect any such Delinquent Tenant Payments from tenants following the Closing (it being understood that (a) Seller shall not be entitled to commence any disposition or eviction proceeding against the delinquent tenant).

(v)   As to gas, electricity and other utility charges referred to in Section 4.4(a)(iv) above, Seller may

on notice to Purchaser elect to pay one or more of all of such items accrued to the Closing Date directly to the person or entity entitled thereto, and to the extent Seller so elects and the utility company agrees to look solely to Seller for payment of any such item accrued prior to the Closing Date, such item shall not be apportioned hereunder, and Seller's obligation to pay such item with respect to the period prior to Closing directly in such case shall survive the Closing.

(vi)   Seller shall pay in full all leasing commissions and locators' and finders' fees, if any, due to leasing or other agents (pursuant to a contractual arrangement with Seller) for each Lease and Lease renewal entered into by Seller prior to the Closing Date promptly when due.

(vii)   The Tangible Personal Property is included in this sale, without further charge.

(viii)   Unpaid and delinquent rent collected by Seller and Purchaser after the date of Closing shall be delivered as follows: Seller and Purchaser agree that all rent received by Seller or Purchaser after the Closing shall belong to Purchaser and be applied first to current rentals and then to delinquent rentals (which aged delinquent rentals Purchaser is purchasing hereunder and is included in the Purchase Price), if any, in inverse order of maturity.

(ix) The provisions of this Section 4.4(b) shall survive Closing.

4.5 Closing Costs.  Seller shall pay (a) the fees of any counsel representing it in connection with this transaction, (b) one-half (1/2) of all applicable Maryland transfer taxes and recordation taxes due upon recordation of the Deed, (c) the cost of the Existing Survey provided by Seller (but not the cost of any update thereto or any New Survey), (d) the costs of curing all Objections and Violations (subject to Section 2.4(c)) for which Seller is responsible under this Agreement, (e) the costs of recording the Deed and all satisfactions of mortgages or deeds of trust, (f) one-half (1/2) of any escrow fees charged by the Escrow Agent, and (g) all fees payable to Broker (as defined below).  Purchaser shall pay (A) the fees of any counsel representing Purchaser in connection with this transaction, (B) all costs, fees and premiums for the Title Commitment, Title Policy and any lender’s policy, and any and all endorsements to the Title Policy required by Purchaser or Purchaser’s lender(s), (C) the cost of Purchaser’s inspections of the Property, (D) the cost of any New Survey (including any updates or revisions to the Survey), including updates or revisions necessary to comply with the requirements of Purchaser or Purchaser’s lender(s), (E) one-half (1/2) of all applicable Maryland transfer taxes and recordation taxes due upon recordation of the Deed, and (F) one-half (1/2) of any escrow fees charged by the Escrow Agent.  All other costs and expenses incident to this transaction and the closing thereof shall be paid by the party incurring same.

4.6 Conditions Precedent to Obligation of Purchaser.  The obligation of Purchaser to consummate the transaction hereunder shall be subject to the fulfillment on or before the date of Closing (or such earlier time as otherwise required hereby) of all of the following conditions, any or all of which may be waived by Purchaser in its sole discretion:

(a)   Seller shall have delivered to Purchaser or Escrow Agent (as the case may be) all of the items required to be delivered by Seller or Seller's agents pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 4.2.

(b) All of the representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects as of the date of Closing, subject to any changes described in Section 4.2(d).

(c)   Seller shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by Seller as of the date of Closing.

(d)   The Title Company shall be ready, willing and able to issue the Title Policy.

(e)   The Certificate of Compliance shall have been received from Prince George’s County.

In the event any of the foregoing conditions has not been satisfied by the Closing Date, Purchaser shall have the right to terminate this Agreement by written notice given to Seller on the Closing Date, whereupon Escrow Agent shall promptly refund the Earnest Money to Purchaser and the parties shall have no further rights, duties or obligations hereunder, other than those which are expressly provided herein to survive the termination of this Agreement; provided, however, that if any of the foregoing conditions has not been satisfied due to a default by Purchaser or Seller hereunder, then Purchaser's and Seller's respective rights, remedies and obligations shall instead be determined in accordance with Article 6.

4.7   Conditions Precedent to Obligation of Seller.  The obligation of Seller to consummate the transaction hereunder shall be subject to the fulfillment on or before the date of Closing of all of the following conditions, any or all of which may be waived by Seller in its sole discretion:

(a)   Escrow Agent shall have received the Purchase Price as adjusted pursuant to and payable in the manner provided for in this Agreement.

(b)   Purchaser shall have delivered to Escrow Agent or Seller (as the case may be) all of the items required to be delivered by Purchaser pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 4.3.

(c)   All of the representations and warranties of Purchaser contained in this Agreement shall be true and correct in all material respects as of the date of Closing, subject to any changes described in Section 4.3(d).

(d)   Purchaser shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by Purchaser as of the date of Closing.

(e)   The Certificate of Compliance shall have been received from Prince George’s County.

In the event any of the foregoing conditions has not been satisfied by the Closing Date, Seller shall have the right to terminate this Agreement by written notice given to Purchaser on the Closing Date, whereupon Escrow Agent shall promptly deliver the Earnest Money to Seller and the parties shall have no further rights, duties or obligations hereunder, other than those which are expressly provided herein to survive a termination of this Agreement; provided, however, if any of the foregoing conditions has not been satisfied due to a default by

Purchaser or Seller hereunder, then Purchaser's and Seller's respective rights, remedies and obligations shall instead be determined in accordance with Article 6.

4.8 Seller's Tax Deferred Exchange.  Seller may convey the Property as part of a tax deferred exchange for the benefit of Seller pursuant to Section 1031 of the Internal Revenue Code. With respect thereto, Seller may assign all of Seller's contract rights and obligations hereunder to an exchange accommodation titleholder or a qualified intermediary, as part of, and in furtherance of, such tax deferred exchange.  Purchaser agrees to reasonably cooperate in such exchange for the benefit of Seller at no cost, expense or liability to Purchaser and without reduction or alteration of the rights of Purchaser under this Agreement and with respect to Seller; and Purchaser further agrees to execute any and all documents (subject to the reasonable approval of Purchaser's legal counsel) as are reasonably necessary in connection with such exchange at Seller's sole expense provided that Purchaser shall not be required to undertake any liability or obligation in so doing and provided that such exchange does not extend the Closing Date.  As part of such exchange, Seller shall convey the Property directly to Purchaser and Purchaser shall not be obligated to acquire or convey any other property as part of such exchange.  Seller shall indemnify, hold harmless and defend Purchaser from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys' fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Purchaser and arising out of Purchaser's participation in such exchange for the benefit of Seller, which obligation shall survive the Closing.  Notwithstanding the foregoing, should Seller fail to effect a tax deferred exchange as contemplated in this Section 4.8 for any reason, then the sale by Seller of the Property shall be consummated in accordance with terms and conditions of this Agreement just as though the provisions of this Section 4.8 had been omitted from this Agreement, except that Purchaser shall be reimbursed and indemnified from resulting costs and expenses as provided in this Section.  Nothing contained in this Section 4.8 shall release Seller of any of its obligations or liabilities under this Agreement, whether accruing before, at or after Closing, nor shall anything contained in this Section 4.8 impose any liability or obligation on Purchaser with respect to the tax consequences of this transaction to Seller.

4.9 Purchaser's Tax Deferred Exchange.  Purchaser may acquire any the Property as part of a tax deferred exchange for the benefit of Purchaser pursuant to Section 1031 of the Internal Revenue Code.  With respect thereto, Purchaser may assign all of Purchaser's contract rights and obligations hereunder to an exchange accommodation titleholder or a qualified intermediary, as part of, and in furtherance of, such tax deferred exchange.  Seller agrees to reasonably cooperate in such exchange for the benefit of Purchaser at no cost, expense or liability to Seller and without reduction or alteration of the rights of Seller under this Agreement and with respect to Purchaser; and Seller further agrees to execute any and all documents (subject to the reasonable approval of Seller's legal counsel) as are reasonably necessary in connection with such exchange at Purchaser's sole expense provided that Seller shall not be required to undertake any liability or obligation in so doing and provided that such exchange does not extend the Closing Date.  As part of such exchange, Seller shall convey the Property directly to Purchaser and Seller shall not be obligated to acquire or convey any other property as part of such exchange.  Purchaser shall indemnify, hold harmless and defend Seller from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys' fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Seller and arising out of Seller's participation in such exchange for the benefit of Purchaser.  Notwithstanding the foregoing, should Purchaser fail to effect a tax deferred exchange as contemplated in this Section 4.9 for any reason, then the purchase by Purchaser of the Property shall be consummated in accordance with terms and conditions of this Agreement just as though the provisions of this Section 4.9 had been omitted from this Agreement, except that Seller shall be reimbursed and indemnified from resulting costs and expenses as provided in this Section. Nothing contained in this Section 4.9 shall release Purchaser of any of its obligations or liabilities under this Agreement, whether arising before, at or after Closing, nor shall anything contained in this Section 4.9 impose any liability or obligation on Seller with respect to the tax consequences of this transaction to Purchaser.

ARTICLE 5

REPRESENTATIONS, WARRANTIES AND COVENANTS

5.1   Representations and Warranties of Seller.  The Seller makes the following representations and warranties to Purchaser as of the Effective Date and as of the Closing Date (upon delivery of Seller’s Closing Certificate, as required pursuant to Section 4.2(d), hereof).  Such representations and warranties are subject to those matters, if any, disclosed in Seller's disclosure statement attached hereto as Schedule 5.1 and made a part hereof by this reference (“Seller's Disclosure Statement”), and (ii) the Permitted Exceptions.

(a)   Organization  and Authority.  The Seller has been duly organized and is validly existing and in good standing under the laws of the State of Delaware and is duly qualified to transact business and in good standing in the State where the Property is located.  Seller has the full right and authority to enter into this Agreement and to transfer the Property pursuant hereto and to consummate or cause to be consummated the transactions contemplated herein.  The person signing this Agreement on behalf of Seller is authorized to do so.  Neither the execution and delivery of this Agreement nor any other documents executed and delivered, or to be executed and delivered, by Seller in connection with the transactions described herein, will violate any provision of Seller's organizational documents or of any agreements, regulations, or laws to or by which Seller is bound.  This Agreement has been, and each document to be executed and delivered by Seller at Closing shall have been as of Closing, duly authorized, executed and delivered by Seller, is a valid and binding obligation of Seller and is enforceable against Seller in accordance with its terms subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium, and other laws affecting the rights of creditors generally; and (ii) the exercise of judicial discretion in accordance with general principles of equity.

(b)   Consents.  Other than (as of the Effective Date) the Certificate of Compliance, Seller has obtained all consents and permissions (if any) related to the execution, delivery and performance of this Agreement by Seller and the transactions herein contemplated and required under any covenant, agreement, encumbrance, law or regulation by which Seller or the Property is bound.

(c)   Pending Actions.  Seller has not received written notice of any action, suit, arbitration, administrative or judicial proceeding, or unsatisfied order or judgment against Seller or the Property, or the transaction contemplated by this Agreement, other than litigation against

Seller or the Property for matters which are covered by insurance and are not expected to have a Material Adverse Effect.

(d)   Leases and Rent Roll.  Seller is the lessor or landlord under the Leases. The Rent Roll attached as Schedule 1.1(e) is, and each rent roll hereafter delivered by Seller to Purchaser, is true, correct and complete in all material respects as of the date stated therein.  There are no leases of space in the Property or other agreements to occupy, use, possess or operate all or any portion of the Property that will be in force after the Closing and under which Seller is the landlord (whether by entering into the leases or acquiring the Property subject to such leases or agreements), other than the Leases evidenced by the Rent Roll, including any new leases or amendments to existing leases thereto entered into in accordance with this Agreement.  All of the Leases are in full force and effect.  The  copies of the Leases made available by Seller or its agents to Purchaser are true and correct copies of the Leases maintained at the Property and relied on by Seller in the ordinary course operation of its business.  To Seller’s knowledge, neither Seller nor any tenant is in monetary default or has given written notice of any material non-monetary default under any of the Leases, except as set forth on Schedule 5.1 attached hereto. There are no Leases with affiliates, agents, or employees of Seller or its affiliates.  No tenant has paid rent or other charges due under any Lease more than thirty (30) days in advance except as set forth on the Rent Roll.  Seller has received no notice of a tenant’s intent to vacate its premises, withhold rent, claim an offset or

terminate its Lease, except as set forth on Schedule 5.1 attached hereto.  All leasing broker or leasing fees and commissions currently due and owing by Seller have been paid or will be paid in the ordinary course but, in any event, prior to the Closing Date.

(e)   Condemnation.  Seller has not received written notice of any pending or threatened condemnation proceedings relating to the Real Property.

(f)   Insurance.  Seller has not received, prior to the Effective Date, any written notice from Seller's current insurance carrier of any defects or inadequacies in or on the Property or any part or component thereof that would materially and adversely affect the insurability of the Real Property or cause any material increase in the premiums for insurance for the Real Property, that have not been cured or repaired.

(g)   Environmental Matters.  (i) Seller has received no written notice from any governmental authority asserting any violation of, and has no knowledge of any violation of, Environmental Laws related to the Real Property which has not been cured or corrected as of the Effective Date, and (ii) other than the environmental reports previously delivered to Purchaser, Seller has not commissioned any study relating to the presence or absence of Hazardous Materials on the Real Property.  The term “Environmental Laws” includes without limitation the Resource Conservation and Recovery Act and the Comprehensive Environmental Response, Compensation, and Liability Act and other federal laws governing the environment as in effect on the date of this Agreement together with their implementing regulations as of the date of this Agreement applicable to the Real Property, and all applicable state, regional, county, municipal and other local laws, regulations and ordinances that are equivalent or similar to the federal laws recited above or that purport to regulate hazardous or toxic substances and materials.  The term “Hazardous Materials” includes petroleum (including crude oil or any fraction thereof), mold, and any substance, material, waste, pollutant or contaminant listed or defined as hazardous or toxic under any Environmental Laws, in any case at levels or concentrations requiring monitoring, reporting, remediation or removal in accordance with Environmental Laws.

(h)   Service Contracts.  There are no service, supply, equipment rental or similar agreements (each a “Service Contract” and collectively “Service Contracts”) to which Seller is a party affecting the Property other than those set forth in Schedule 5.1(h) and the copies of the Service Contracts that have been delivered by Seller to Purchaser are true, correct and complete in all material respects and include any material amendments or modifications thereto. To Seller's knowledge, Seller is not in default with respect to its obligations or liabilities under any of the Service Contracts where the failure to cure such default would be reasonably expected to have a Material Adverse Effect. “Material Adverse Effect” means, with respect to any fact or circumstance, that such fact or circumstance would individually or in the aggregate have a material adverse effect on title to the Property or any portion thereof, on Seller's ability to consummate the transaction contemplated herein, or on the use, value or operation of the Property.

(i)   Employees.  Seller does not have any employees.  Neither Seller nor, to Seller’s knowledge, Property Manager or any other agent is a party to any collective bargaining agreement or other labor union contract applicable to employees employed with respect to the Property.

(j)    Operating Statements. The operating statements for the Property delivered to Purchaser are true, correct and complete copies of the operating statements maintained by Seller and relied on by Seller for internal administration and accounting purposes; provided, however, that Seller does not and will not represent or warrant that Purchaser will be able to, or should be able to, operate the Property according to and with similar results as shown in such operating statements.

(k)   Violations.  Seller has received no written notice from any governmental authority that the Real Property is in violation of any federal, state, county or municipal laws, ordinances, orders, regulations and requirements affecting the Real Property or any portion thereof in any manner that remains uncured.

(l)   Patriot Act and Related Matters.

(i)   Seller is in compliance with the requirements of Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 23, 2001) (the “Order”) and other similar requirements contained in the rules and regulations of the Office of Foreign Assets Control, Department of the Treasury (“OFAC”) and in any enabling legislation or other Executive Orders or regulations in respect thereof (the Order and such other rules, regulations, legislation, or orders are collectively called the “Orders”).

(ii)   Seller is not:

(A)    listed on the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to the Order and/or on any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Orders (such lists are collectively referred to as the “Lists”); or

(B)    a person who has been determined by competent authority to be subject to the prohibitions contained in the Orders; or owned or controlled by, or acts for or on behalf of, any person on the Lists or any other person who has been determined by competent authority to be subject to the prohibitions contained in the Orders.

(m) Taxes.  Seller has not commenced and is not a party to any property tax appeal with respect to any portion of the Property that is pending as of the Effective Date.  Seller has paid any and all taxes due and payable and has timely filed any and all tax returns required to be filed with respect to the Property.  Seller (i) is not a party to any action or proceeding to abate any taxes, and is not aware of any proceeding by any governmental authority for the enforcement of collection of taxes, (ii) has not granted any waiver of any statute of limitation with respect to, or any extension of a period for, the assessment of any taxes, and (iii) to Seller’s knowledge, has not received any written notice of a special tax or assessment to be levied (or has any knowledge that a special tax or assessment is contemplated), in each case with respect to the Property.  Without limitation on the foregoing, Seller has paid, or will timely pay when due, all taxes with respect to the Asset or the revenues generated in Seller’s operation of the Asset accrued through the Closing Date.

(n) Designated Representatives.  The Designated Representatives are the persons on behalf of Seller with primary knowledge of, and responsibility for, matters relating to the management and operation of the Property.

(o) Financial Status.  Seller is solvent, has not made a general assignment for the benefit of its creditors, and has not admitted in writing its inability to pay its debts as they become due, nor has Seller filed, nor does it contemplate the filing of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or any other proceeding for the relief of debtors in general, nor has any such proceeding been instituted by or against Seller, nor is any such proceeding to Seller’s knowledge threatened or contemplated.  The sale of the Property will not render Seller insolvent.

(p) Recorded Agreements.  Seller has not given or received any written notice of any, and to Seller’s knowledge, there is no, existing default, violation or breach of any Recorded Agreements by any party thereto, affecting all or any portion of the Property, which remains uncured.  For purposes of this Agreement, “Recorded Agreements” includes those agreements listed on Schedule 5.1(p) attached hereto.

(q) ERISA.  Seller is not (i) an “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) a “governmental plan” under Section 3(32) of ERISA, (iii) any plan described in Section 4975 of the Internal Revenue Code, or (iv) an entity

whose underlying assets include “plan assets” by reason of the application of the ERISA “plan assets” regulation (29 C.F.R. 2510.3-101).

5.2 Knowledge Defined.  References to the “knowledge” of Seller shall refer only to the actual knowledge on the Effective Date of the Designated Representatives (as hereinafter defined) of Seller, and shall not be construed, by imputation or otherwise, to refer to the knowledge of any property manager or broker, or to any other officer, agent, manager, representative or employee of Seller or any affiliate of Seller, or to impose upon such Designated Representatives any duty to investigate the matter to which such actual knowledge (except a duty to inquire of the property manager). As used herein, the term “Designated Representatives” shall refer to the following persons: (i) Bronson Smith, and (ii) Shannon Watkins.  In no event shall the Designated Representatives have any personal liability hereunder.

5.3 Survival of Seller's Representations and Warranties.  The representations and warranties of Seller set forth in Section 5.1, as updated by Seller's Closing Certificate to the extent permitted hereunder, shall survive Closing for a period of two hundred seventy (270) days after Closing (the “Survival Period”); provided, however, that Seller’s representations in Section 5.1(l) shall survive for the applicable statute of limitations.  Except with respect to (i) fraudulent misrepresentation for which the Agreement is terminated under Section 6.2, in which event Section 6.2 shall apply, and (ii) a misrepresentation of Seller’s representation set forth in Section 8.1, to which misrepresentation the Cap shall not apply, no claim for a breach of any representation or warranty of Seller or breach of this Agreement by Seller shall be actionable or payable (a) if the breach in question results from or is based on a condition, state of facts or other matter which was known to Purchaser prior to Closing due to its disclosure in the Due Diligence Information delivered by Seller to Purchaser, (b) unless the valid claims for all such breaches collectively aggregate Twenty-Five Thousand and No/100 Dollars ($25,000.00) or more, in which event the full amount of such valid claims shall be actionable, up to but not exceeding the amount of the Cap (as defined below), and (c) unless written notice containing a description of the specific nature of such breach shall have been given by Purchaser to Seller prior to the expiration of the Survival Period and an action shall have been commenced by Purchaser against Seller within thirty (30) days after the expiration of the Survival Period.  In the event of any breach by Seller of its representations and warranties or covenants or agreements contained herein which Purchaser first discovers after Closing and provides timely notice as aforesaid, Seller shall indemnify and hold Purchaser harmless from and against any and all actual loss, damage, cost or expense resulting therefrom up to but not exceeding the Cap, except with respect to a misrepresentation of Seller’s representation set forth in Section 8.1, to which misrepresentation the Cap shall not apply.  As used herein, the term “Cap” shall mean the total aggregate amount equal to Two Million and No/100 Dollars ($2,000,000.00).  In no event shall Seller's aggregate liability to Purchaser for any and all breaches of any representation or warranty of Seller in this Agreement or Seller's Closing Certificate exceed the amount of the Cap, and Purchaser hereby waives and disclaims any right to damages or compensation for any and all such breaches in excess of the Cap.  Seller covenants to maintain in its account cash or other liquid unencumbered assets in an amount equal to the Cap until the date that is thirty (30) days after the expiration of the Survival Period.  Notwithstanding anything to the contrary contained in this Agreement, Seller does not represent or warrant that any particular Lease will be in force or effect at Closing or that the tenants under the Leases will have performed their obligations thereunder.  The termination of any Lease prior to Closing by reason of the tenant's default or for any other reason not constituting a default by Seller under this Agreement shall not affect the obligations of Purchaser under this Agreement in any manner or entitle Purchaser to an abatement of or credit against the Purchase Price or give rise to any other claim on the part of Purchaser.

5.4   Covenants of Seller.  Seller hereby covenants with Purchaser, from the Effective Date until the Closing or earlier termination of this Agreement, as follows:

(a)   Operation of Property.  Seller shall operate and maintain the Property in a manner consistent with the manner in which Seller operates and maintains the Property as of the date hereof.

(b)   Execution of New Leases and Renewals.  Seller shall use reasonable efforts to negotiate new leases for unrented apartment units in the Improvements and/or Lease renewals for rented apartment units in the Improvements and shall maintain an advertising and marketing program for apartment units in the Improvements consistent with Seller's past practices at the Property.  Except for amendments or leases entered into pursuant to renewal notices mailed prior to the execution of this Agreement, unless Purchaser agrees otherwise in writing, any new Leases or renewals of existing Leases for such apartment units entered into by Seller after the Effective Date until the Closing or earlier termination of this Agreement shall be on Seller's standard apartment lease form for the Property, and shall be for terms of no less than six (6) and no more than fifteen (15) months.  Seller shall not collect any rents more than two (2) months in advance.  In all cases, Seller shall retain the discretion to set rent rates, concessions and other terms of occupancy, provided Seller shall only enter into new Leases, renewals or modifications in the ordinary course of business (including, without limitation, maintaining substantially similar standards with respect to credit checks on potential tenants) and taking into account Seller's then-current good faith evaluation of market conditions.  Each such new Lease, renewal or modification entered into by Seller shall constitute a “Lease” for purposes of this Agreement.  From the Effective Date until the Closing, Seller shall, on a weekly basis: (i) provide to Purchaser updated versions of the Rent Roll, and (ii) facilitate calls between representatives of Seller and Purchaser to discuss leasing activity with respect to the Property.

(c)   Maintenance of Insurance. Seller shall keep the Improvements insured against loss or damage (including rental loss) by fire and all risks covered by the Seller's insurance that is currently in force, provided that Seller may make commercially reasonable adjustments in Seller's insurance coverage for the Property which are consistent with Seller's general insurance program for Seller's other apartment properties as in effect from time to time.

(d)   Enforcement of Existing Leases.  Seller shall perform the landlord's material obligations to the tenants under the Leases and enforce the material obligations of the tenants under the Leases, in each case in accordance with the current management standards of Seller for its apartment properties.

(e)   Removal and Replacement of Tangible Personal Property; Rent-Ready Condition.  Seller shall not remove any Tangible Personal Property except as may be required for necessary repair or replacement (which repair and replacement shall be of equal or greater quality and quantity as existed prior to the necessity for removal), or otherwise in accordance with current inventory and management standards of Seller for its apartment properties, provided that any appliances, leasing office furniture, pool furniture, fitness center equipment, or other similar items of equipment so removed by Seller are promptly replaced by Seller, at its cost, with items of comparable or greater value and utility.  If any apartment unit is or becomes vacant more than five (5) days prior to Closing, then Seller shall either (i) cause such unit(s) to be in “rent-ready” condition at Closing, or (ii) grant Purchaser a credit against the Purchase Price in the amount of $750.00 per each such unit that is not in “rent-ready” condition on the Closing Date.  For purposes of this Section, “rent-ready” means ready for occupancy by a new tenant in the condition consistent with Seller’s current practices, including, without limitation, the unit being freshly painted with carpets cleaned, not stained, and odor free, and all windows, doors, appliances, fixtures, cabinets and equipment being in good working order.

(f)   Execution of New Contracts.  Seller shall not, without Purchaser's prior written consent in each instance (which consent shall not be unreasonably withheld, conditioned or delayed), materially amend, renew or terminate any of the Designated Service Contracts, or enter into any contract or agreement that will be an obligation affecting the Property or binding on Purchaser after the Closing, except that (i) Seller may enter into, amend or enforce (including enforcement by termination) Service Contracts in the ordinary course of business as reasonably necessary for the continued operation and maintenance of the Property, provided any new Service Contracts are terminable without cause or penalty on thirty (30) days' notice without penalty or other termination payment, and (ii) Seller may conduct leasing activity as provided in Section 5.4(b) hereof.

(g)   Maintenance of Permits.  Seller shall make commercially reasonable efforts to maintain in existence all licenses, permits and approvals that are now in existence with respect to, and are required for, the ownership, operation or improvement of the Property, and are of a continuing nature.

(h)   Management Contracts.  As of Closing, the property management contract pertaining to the Property shall have been terminated.

(i)   Alteration of the Property.  Seller shall not materially alter the condition of the Property, make any material changes or alterations to the improvements included as part of the Property or make any capital improvements to the Property, in each case, without Purchaser’s prior written consent.

(j)   Zoning Modification.  Seller shall not apply for or consent to any change or modification with respect to the zoning or use of the Property.

(k)   Litigation.  Seller shall promptly notify Purchaser, in writing, of any litigation, arbitration proceeding or administrative hearing (including condemnation) before any governmental agency that is instituted after the Effective Date.

(m)   Connection Agreement.  Seller and Purchaser shall cooperate in good faith to deliver any and all documents, insurance certificates and other items required to be delivered to the Washington Metropolitan Area Transit Authority in connection with the assignment by Seller and assumption by Purchaser of the Connection Agreement.  Promptly following the Closing, Purchaser shall deliver such documents to the Washington Metropolitan Area Transit Authority pursuant to the requirements of Section 28 of the Connection Agreement.

5.5   Representations and Warranties of Purchaser.  Purchaser hereby makes the following representations and warranties to Seller as of the Effective Date and as of the Closing Date (upon delivery of Purchaser’s Closing Certificate, as required pursuant to Section 4.3(d), hereof):

(a)   Organization  and Authority.  Purchaser has been duly organized and is validly existing under the laws of the state of its formation.  Purchaser has the full right and authority to enter into this Agreement and to purchase the Property pursuant hereto and to consummate or cause to be consummated the transactions contemplated herein. The person signing this Agreement on behalf of Purchaser is authorized to do so.  Neither the execution and delivery of this Agreement nor any other documents executed and delivered, or to be executed and delivered, by Purchaser in connection with the transactions described herein, will violate any provision of Purchaser's organizational documents or of any agreements, regulations, or laws to or by which Purchaser is bound.  This Agreement has been duly authorized, executed and delivered by Purchaser, is a valid and binding obligation of Purchaser and is enforceable against Purchaser in accordance with its terms subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium, and other laws affecting the rights of creditors generally; and (ii) the exercise of judicial discretion in accordance with general principles of equity.

(b)   Consents.  Purchaser has obtained all consents and permissions (if any) related to the transactions herein contemplated and required under any covenant, agreement, encumbrance, law or regulation by which Purchaser is bound.

(c)   Pending Actions.  To Purchaser's knowledge, there is no action, suit, arbitration, administrative or judicial administrative proceeding, or unsatisfied order or judgment pending or threatened against Purchaser or the transaction contemplated by this Agreement, which, if adversely determined, could individually or in the aggregate have a Material Adverse Effect on Purchaser's ability to consummate the transaction contemplated herein.

(d)   Financial Status.  Purchaser is solvent, has not made a general assignment for the benefit of its creditors, and has not admitted in writing its inability to pay its debts as they become due, nor has Purchaser filed, nor does it contemplate the filing of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or any other proceeding for the relief of debtors in general, nor has any such proceeding been instituted by or against Purchaser, nor is any such proceeding to Purchaser's knowledge threatened or contemplated.  The purchase of the Property will not render Purchaser insolvent.

(e)   ERISA.  Purchaser is not (i) an “employee benefit plan” within the meaning of Section 3(3) of ERISA, (ii) a “governmental plan” under Section 3(32) of ERISA, (iii) any plan described in Section 4975 of the Internal Revenue Code, or (iv) an entity whose underlying assets include “plan assets” by reason of the application of the ERISA “plan assets” regulation (29 C.F.R. 2510.3-101).

(f)   Patriot Act and Related Matters.

(i)   To Purchaser's knowledge, Purchaser is in compliance with the requirements of the Orders and other similar requirements contained in the rules and regulations of OFAC and in any enabling legislation or other Executive Orders or regulations in respect thereof.

(ii)   To Purchaser's knowledge, Purchaser is not:

(A)   listed on the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to the Order and/or on any other List of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Orders; or

(B)    a person who has been determined by competent authority to be subject to the prohibitions contained in the Orders; or owned or controlled by, or acts for or on behalf of, any person on the Lists or any other person who has been determined by competent authority to be subject to the prohibitions contained in the Orders.

5.6   Survival of Purchaser's Representations and Warranties.  The representations and warranties of Purchaser set forth in Section 5.5 shall survive Closing until the expiration of the Survival Period.

5.7   Covenants of Purchaser.

(a)   Purchaser hereby covenants with Seller that, upon any termination of this Agreement, subject to the terms and conditions of Section 3.3(c), Purchaser shall upon Seller's request furnish to Seller copies of any reports received by Purchaser in connection with any inspection of the Property for the presence of Hazardous Materials, Mold or any Mold Condition (as defined below).  EXCEPT FOR CLAIMS BASED ON A BREACH BY SELLER OF THE REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTION 5.1(g), PURCHASER IRREVOCABLY WAIVES ANY CLAIM AGAINST SELLER ARISING FROM THE PRESENCE OF HAZARDOUS MATERIALS OR MOLD OR ANY MOLD CONDITION ON THE REAL PROPERTY OR THE BREACH OF ENVIRONMENTAL LAWS WITH RESPECT TO THE REAL PROPERTY.  Upon any termination of this Agreement, subject to the terms and conditions of Section 3.3(c), Purchaser shall also upon Seller's request furnish to Seller copies of any other reports received by Purchaser relating to any other inspections of the Property conducted on Purchaser's behalf, if any.  Any such reports furnished to Seller shall be furnished at Seller's risk and without representation or warranty, express or implied, of any kind whatsoever.  “Mold” means mold, mildew, fungus or other potentially dangerous organisms.  “Mold Condition” means  the presence or suspected presence of Mold or any condition(s) that reasonably can be expected to give rise to or indicate the presence of Mold, including observed or suspected instances of water damage or intrusion, the presence of wet or damp wood, cellulose wallboard, floor

coverings or other materials, inappropriate climate control, discoloration of walls, ceilings or floors, complaints of respiratory ailment or eye irritation by residents, employees or any other occupants or invitees in the Property, or any notice from a governmental agency of complaints regarding the indoor air quality at the Property.

(b)   “Designated Service Contracts” means (i) those certain Service Contracts which are assignable in accordance with their terms that Purchaser identifies by written notice delivered to Seller on or before the Inspection Date as the Service Contracts Purchaser elects Seller to assign to Purchaser at Closing, (ii) those assignable Service Contracts regarding which Purchaser has failed to deliver such written notice on or before the Inspection Date, and (iii) those Service Contracts (the “Must Take Service Contracts”) attached hereto as Schedule 5.7(b) which are assignable in accordance with their terms and which may not be terminated without cause or penalty, with thirty (30) days (or less) written notice.  Purchaser hereby covenants with Seller that on or before the Inspection Date, Purchaser shall deliver written notice to Seller instructing which of the assignable Service Contracts Purchaser desires for Seller to assign to Purchaser and which it does not.  If Purchaser fails to timely deliver such notice, Purchaser shall be deemed to have chosen to have all assignable Service Contracts assigned to Purchaser, and all such Service Contracts shall be deemed part of the Designated Service Contracts.  At Closing, Seller will cause the Service Contracts which Purchaser has elected not to have assigned to Purchaser (other than the Must Take Service Contracts), by operation of the aforesaid notice on or before the Inspection Date, to be terminated at Seller’s expense, such termination to be effective within the time period provided for in the applicable Service Contract (or if no such time period is provided, as promptly as practicable after the Closing Date).  The provisions of this Section 5.7(b) shall survive Closing.

(c)   Schedule 5.7(c) includes a list of those Service Contracts that are national accounts of the Seller and/or Seller’s property manager (the “National Account Contracts”). Notwithstanding anything contained in this Agreement to the contrary, in no event shall any of the National Account Contracts be deemed to be Designated Service Contracts in accordance with the foregoing, nor shall they be assignable to Purchaser at Closing, and Purchaser shall have no liability with respect to such National Account Contracts.  As evidenced by its execution and delivery of this Agreement, Purchaser acknowledges and agrees that the National Account Contracts will be terminated as to the Property as of the Closing Date. The provisions of this Section 5.7(c) shall survive Closing.

ARTICLE 6

DEFAULT

6.1   Default by Purchaser.  If the sale of the Property as contemplated hereunder is not consummated due to Purchaser's default hereunder, then Seller shall be entitled, as its sole and exclusive remedy for such default, to terminate this Agreement and receive the Earnest Money as liquidated damages for the breach of this Agreement and not as a penalty, it being agreed between the parties hereto that the actual damages to Seller in the event of such breach are impractical to ascertain and the amount of the Earnest Money is a reasonable estimate thereof, Seller hereby expressly waiving and relinquishing any and all other remedies at law or in equity.  Seller's right to receive the Earnest Money is intended not as a penalty, but as full liquidated damages.  The right to receive the Earnest Money as full liquidated damages is Seller's sole and exclusive remedy in the event of default hereunder by Purchaser, and Seller hereby waives and releases any right to (and hereby covenants that it shall not) sue Purchaser:  (a) for specific performance of this Agreement, or (b) to recover any damages of any nature or description other than or in excess of the Earnest Money.  Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) sue Seller or seek or claim a refund of the Earnest Money (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller's actual damages or that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated damages. This Section 6.1 is subject to Section 6.4 hereof.

6.2   Default by Seller. If there is a material breach or default by Seller in the performance of its obligations under this Agreement, then Purchaser shall be entitled, as its sole remedy for such default, either (a) to receive the return of the Earnest Money and obtain a reimbursement of Purchaser’s actual out-of-pocket costs paid in connection with the transactions hereunder, not to exceed $250,000.00 in the aggregate, which return of Earnest Money and reimbursement payment shall operate to terminate this Agreement and release Seller from any and all liability hereunder (other than the obligations of Seller which expressly survive termination of this Agreement), or (b) to seek specific performance of Seller's obligation to execute and deliver the documents required to convey (and otherwise cause the conveyance of) the Property to Purchaser, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder.  In no event shall Seller be liable for consequential, speculative, remote or punitive damages, or any other damages, and Purchaser hereby waives and releases any right to seek or collect any such consequential, speculative, remote or punitive damages, or any other damages.  Purchaser shall be deemed to have elected clause (a) above if Purchaser fails to file suit for specific performance against Seller in a court having jurisdiction in the county and state in which the Real Property is located, on or before ninety (90) days following the date upon which Closing was to have occurred.

6.3   Notice of Default; Opportunity to Cure.  Neither Seller nor Purchaser shall be deemed to be in default hereunder until and unless such party has been given written notice of its failure to comply with the terms hereof and thereafter does not cure such failure within five (5) business days after receipt of such notice; provided, however, that this Section 6.3 (i) shall not be applicable to Purchaser's failure to deliver the Earnest Money or any portion thereof on the date required hereunder or to a party's failure to make any deliveries required of such party on the Closing Date and, accordingly, (ii) shall not have the effect of extending the Closing Date or the due date of any Earnest Money deposit hereunder.

6.4   Recoverable Damages.  Notwithstanding Sections 6.1 and 6.2 hereof, in no event shall the provisions of Sections 6.1 and 6.2 limit (i) either Purchaser's or Seller's obligation to indemnify the other party, or the damages recoverable by the indemnified party against the indemnifying  party due to, a party's express obligation to indemnify the other party in accordance with Sections 3.1, 4.8, 4.9 or 8.1(b) of this Agreement, or (ii) either party's obligation to pay costs, fees or expenses under Section 4.5 hereof, or the damages recoverable by either party against the other party due to a party's failure to pay such costs.  In addition, if this Agreement terminates for any reason, other than a default by Seller hereunder for which Purchaser has elected to pursue the remedy of specific performance, and Purchaser or any affiliate of Purchaser asserts any claim or right to the Property related to such termination that would otherwise delay or prevent Seller from having clear, indefeasible, and marketable title to the Property, then Seller shall have all rights and remedies available at law or in equity with respect to such assertion by Purchaser and any actual loss or damage suffered by Seller as a result of such assertion.

ARTICLE 7

RISK OF LOSS

7.1    Damage.  In the event of “damage” (as hereinafter defined) to the Real Property or any portion thereof, then Seller shall promptly notify Purchaser thereof.  In the event such damage is “major” (as hereinafter defined), Purchaser may, at its sole discretion, elect to proceed with the Closing (subject to the other provisions of this Agreement) or may terminate this Agreement by delivering written notice thereof to Seller within ten (10) days after Purchaser's receipt of Seller's notice respecting the damage.  If, within ten (10) days of receipt of Seller's notice respecting such major damage, Purchaser delivers written notice of termination of this Agreement to Seller, this Agreement shall terminate, all Earnest Money shall be returned to Purchaser and, except for obligations of the parties which expressly survive termination of this Agreement, the parties shall have no further obligations hereunder. If Purchaser does not timely elect to terminate this Agreement, Purchaser shall have no further right to terminate this Agreement as a result of the damage and in such event, Seller shall assign to

Purchaser at Closing all insurance proceeds (including, without limitation, any business interruption insurance) or condemnation awards paid or payable as a result of such damage and pay any insurance deductible due under Seller's insurance policy(ies).  If the damage is not major, Seller shall assign to Purchaser at Closing all insurance proceeds (including, without limitation, any business interruption insurance) or condemnation awards paid or payable as a result of such damage and pay any insurance deductible due under Seller's insurance policy(ies).  In the event the damage is not major and prior to Closing sufficient insurance proceeds are not received or committed in writing by the insurance carrier sufficient to repair any damage, Seller shall repair such damage by Closing or give Purchaser a credit at Closing in an amount sufficient to pay for the cost unpaid as of Closing for repair of the applicable damage (i.e., to restore the Real Property to substantially the same condition as immediately before such casualty), such amount to be determined by an architect or other appropriate professional selected by Seller and approved by Purchaser, such approval not to be unreasonably withheld, conditioned or delayed.  Any assignment by Seller to Purchaser of insurance proceeds respecting loss of rental income shall be limited to that portion of such proceeds attributable to periods after Closing.

7.2     Definition of Major Damage.  For purposes of Section 7.1:

(a)   “damage” means (i) physical damage to or destruction of all or any part of the Real Property by reason of fire, earthquake, tornado, flood or other casualty occurring after the Effective Date or (ii) the physical taking of all or part of the Real Property by condemnation or by conveyance in lieu of condemnation occurring after the Effective Date; and

(b)   “major” damage refers to the following:  (i) damage such that the cost of repairing or restoring the premises in question to a condition substantially similar to that of the premises in question prior to the event of damage would in the opinion of an architect selected by Seller and reasonably approved by Purchaser, be equal to or greater than Two Million Five Hundred Thousand and No/100 Dollars ($2,500,000.00) and (ii) any damage due to a casualty or condemnation or conveyance in lieu of condemnation which materially impairs the current use or value of a Property or restricts access to the Real Property from public roads or reduces the number or diminishes the utility of parking spaces.  If Purchaser does not give notice to Seller of Purchaser's reasons for disapproving an architect within ten (10) business days after receipt of notice of the proposed architect (provided that Seller has provided a professional resume and/or such other information reasonably necessary for Purchaser to evaluate the reputation and work experience of such architect), then Purchaser shall be deemed to have approved the architect selected by Seller.

7.3   Seller's Insurance.  If necessary or appropriate for Purchaser to evaluate its options or enforce its rights under this Article 7 following any damage to the Property, Seller shall promptly provide to Purchaser on request a copy of Seller's property insurance policies (or other applicable insurance policies) with respect to the Property.

ARTICLE 8

COMMISSIONS

8.1   Broker's Commission.

(a)   The parties acknowledge that CBRE (“Broker”) has been retained by and represents Seller as broker in connection with the subject transaction, and is to be compensated for its services by Seller.  Seller agrees that Seller shall pay to Broker upon, but only upon, final consummation of the transaction contemplated herein, a brokerage commission pursuant to a separate written agreement between Seller and Broker.

(b)   Purchaser and Seller each hereby represents and warrants to the other that it has not disclosed this Agreement or the subject matter hereof to, and has not otherwise dealt with, any real estate broker, agent or salesman (other than Broker) so as to create any legal right or claim in any such broker, agent or salesman

(other than Broker) for a real estate commission or similar fee or compensation with respect to the negotiation and/or consummation of this Agreement or the conveyance of the Property by Seller to Purchaser. Except as provided in this Section 8.1 with respect to Broker, Purchaser and Seller shall indemnify, hold harmless and defend each other from and against any and all claims and demands for a real estate brokerage commission or similar fee or compensation arising out of any claimed dealings with the indemnifying party and relating to this Agreement or the purchase and sale of the Property (including reasonable attorneys' fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity).

8.2   Survival.  This Article 8 shall survive the rescission, cancellation, termination or consummation of this Agreement.

ARTICLE 9

DISCLAIMERS AND WAIVERS

9.1   No Reliance on Documents.  EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 5.1 HEREOF AND IN THE CLOSING DOCUMENTS, SELLER MAKES NO REPRESENTATION OR WARRANTY AS TO THE TRUTH, ACCURACY OR COMPLETENESS OF ANY MATERIALS, DATA OR INFORMATION DELIVERED BY SELLER TO PURCHASER IN CONNECTION WITH THE TRANSACTION CONTEMPLATED HEREBY. PURCHASER ACKNOWLEDGES AND AGREES THAT ALL MATERIALS, DATA AND INFORMATION DELIVERED BY SELLER TO PURCHASER IN CONNECTION WITH THE TRANSACTION CONTEMPLATED HEREBY ARE PROVIDED TO PURCHASER AS A CONVENIENCE ONLY AND THAT ANY RELIANCE ON OR USE OF SUCH MATERIALS, DATA OR INFORMATION BY PURCHASER SHALL BE AT THE SOLE RISK OF PURCHASER, EXCEPT AS OTHERWISE EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PURCHASER ACKNOWLEDGES AND AGREES THAT (A) ANY ENVIRONMENTAL OR OTHER REPORT WITH RESPECT TO THE PROPERTY WHICH IS DELIVERED BY SELLER TO PURCHASER SHALL BE FOR GENERAL INFORMATIONAL PURPOSES ONLY, (B) PURCHASER SHALL NOT HAVE ANY RIGHT TO RELY ON ANY SUCH REPORT DELIVERED BY SELLER TO PURCHASER, BUT RATHER WILL RELY ON ITS OWN INSPECTIONS AND INVESTIGATIONS OF THE PROPERTY AND ANY REPORTS COMMISSIONED BY PURCHASER WITH RESPECT THERETO, AND (C) NEITHER SELLER, ANY AFFILIATE OF SELLER NOR THE PERSON OR ENTITY WHICH PREPARED ANY SUCH REPORT DELIVERED BY SELLER TO PURCHASER SHALL HAVE ANY LIABILITY TO PURCHASER FOR ANY INACCURACY IN OR OMISSION FROM ANY SUCH REPORT.

9.2 Disclaimers.  EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES OF SELLER SET FORTH IN SECTION 5.1 HEREOF AND IN THE CLOSING DOCUMENTS, PURCHASER UNDERSTANDS AND AGREES THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESSED OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE (OTHER THAN SELLER'S LIMITED OR SPECIAL WARRANTY OF TITLE TO BE SET FORTH IN THE DEED), ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL OR ENVIRONMENTAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, THE COMPLIANCE OF THE PROPERTY WITH APPLICABLE LAWS, THE ABSENCE OR PRESENCE OF HAZARDOUS MATERIALS OR OTHER TOXIC SUBSTANCES (INCLUDING WITHOUT LIMITATION MOLD OR ANY MOLD CONDITION), COMPLIANCE WITH ENVIRONMENTAL LAWS OR ACCESS LAWS, OR THE TRUTH,

ACCURACY OR COMPLETENESS OF THE DUE DILIGENCE INFORMATION PROVIDED TO PURCHASER.  PURCHASER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLER SHALL SELL AND CONVEY TO PURCHASER AND PURCHASER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT OR THE CLOSING DOCUMENTS.  PURCHASER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESSED OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO MADE OR FURNISHED BY SELLER, THE MANAGER OF THE PROPERTY, OR ANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT OR THE CLOSING DOCUMENTS.

PURCHASER REPRESENTS TO SELLER THAT PURCHASER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS PURCHASER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS MATERIALS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY (INCLUDING WITHOUT LIMITATION ANY MOLD OR MOLD CONDITION), OR WITH RESPECT TO ACCESS LAWS, AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. UPON CLOSING, PURCHASER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, DESIGN, CONSTRUCTION DEFECTS, ADVERSE PHYSICAL OR ENVIRONMENTAL CONDITIONS, OR NONCOMPLIANCE WITH ACCESS LAWS, MAY NOT HAVE BEEN REVEALED BY PURCHASER'S INVESTIGATIONS, AND PURCHASER, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED SELLER (AND SELLER'S AND ITS PARTNERS' RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT OR UNDER ANY ENVIRONMENTAL LAW), LOSSES, DAMAGES, LIABILITIES, FINES, PENALTIES (WHETHER BASED ON STRICT LIABILITY OR OTHERWISE), COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH PURCHASER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER (AND SELLER'S AND ITS PARTNERS' RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL LAWS OR ACCESS LAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY, PROVIDED, HOWEVER, THAT THE FOREGOING RELEASE SHALL NOT BE INTERPRETED TO WAIVE ANY CLAIM OF PURCHASER WITH RESPECT TO ANY BREACH BY SELLER OF ANY EXPRESS REPRESENTATIONS AND WARRANTIES MADE BY SELLER IN SECTION 5.1 THAT EXPRESSLY SURVIVE CLOSING PURSUANT TO SECTION 5.3, THE RIGHTS OF PURCHASER UNDER SECTION 6.2, OR ANY RIGHTS AT LAW OR EQUITY THAT PURCHASER MAY HAVE PERTAINING TO ANY BREACH BY SELLER OF THE CLOSING DOCUMENTS.

PURCHASER AGREES THAT SHOULD ANY INVESTIGATION, CLEANUP, REMEDIATION OR REMOVAL OF HAZARDOUS SUBSTANCES OR OTHER ENVIRONMENTAL CONDITIONS (INCLUDING WITHOUT LIMITATION ANY MOLD OR MOLD CONDITION) ON OR RELATED TO THE PROPERTY BE REQUIRED AFTER THE DATE OF CLOSING, SELLER SHALL HAVE NO LIABILITY TO PURCHASER TO PERFORM OR PAY FOR SUCH INVESTIGATION, CLEAN-UP, REMOVAL OR REMEDIATION, AND PURCHASER EXPRESSLY WAIVES AND RELEASES ANY CLAIM TO THE CONTRARY.  PURCHASER FURTHER AGREES THAT SHOULD ANY INVESTIGATION OR CURATIVE ACTION ON OR RELATED TO THE PROPERTY BE REQUIRED AFTER THE DATE OF CLOSING UNDER ANY ACCESS LAWS, SELLER SHALL HAVE NO LIABILITY TO PURCHASER TO PERFORM OR PAY FOR SUCH INVESTIGATION OR CURATIVE ACTION AND PURCHASER EXPRESSLY WAIVES AND RELEASES ANY CLAIM TO THE CONTRARY. THE FOREGOING SHALL NOT BE INTERPRETED TO WAIVE ANY BREACH BY SELLER OF ANY EXPRESS REPRESENTATIONS AND WARRANTIES MADE BY SELLER IN SECTION 5.1 THAT EXPRESSLY SURVIVE CLOSING PURSUANT TO SECTION 5.3, RIGHTS OF PURCHASER UNDER SECTION 6.2, OR ANY RIGHTS AT LAW OR EQUITY THAT PURCHASER MAY HAVE PERTAINING TO ANY BREACH BY SELLER OF THE CLOSING DOCUMENTS.

PURCHASER REPRESENTS AND WARRANTS THAT THE TERMS OF THE RELEASE CONTAINED HEREIN AND ITS CONSEQUENCES HAVE BEEN COMPLETELY READ AND UNDERSTOOD BY PURCHASER, AND PURCHASER HAS HAD THE OPPORTUNITY TO CONSULT WITH, AND HAS CONSULTED WITH, LEGAL COUNSEL OF PURCHASER'S CHOICE WITH REGARD TO THE TERMS OF THIS RELEASE.  PURCHASER ACKNOWLEDGES AND WARRANTS THAT PURCHASER'S EXECUTION OF THIS RELEASE IS FREE AND VOLUNTARY.

9.3   Certain Definitions.  The term “Access Laws” means the Americans With Disabilities Act, the Fair Housing Act, the Rehabilitation Act and other federal laws and all applicable state, regional, county, municipal and other local laws, regulations and ordinances governing (i) access to handicapped or disabled persons, or (ii) the construction or design of residential dwelling units, places of public accommodation, or common areas which are at or on the Property, in any case, which relate to access to handicapped or disabled persons.

9.4   Effect and Survival of Disclaimers.  Seller and Purchaser acknowledge that the provisions of this ARTICLE 9 are an integral part of the transactions contemplated in this Agreement and a material inducement to Seller to enter into this Agreement and that Seller would not enter into this Agreement but for the provisions of this ARTICLE 9 Seller and Purchaser agree that the provisions of this ARTICLE 9 shall survive Closing or any termination of this Agreement.

ARTICLE 10

ESCROW AGENT

10.1   Investment of Earnest Money.  Escrow Agent shall invest the Earnest Money pursuant to Purchaser's directions, which may be in an interest bearing account at a commercial bank whose deposits are insured by the Federal Deposit Insurance Corporation. Escrow Agent shall notify Seller, no later than one (1) business day after Escrow Agent's receipt thereof, that Escrow Agent has received the Earnest Money in immediately available funds, and is holding the same in accordance with the terms of this Agreement.  However, Escrow Agent shall invest the Earnest Money only in such accounts as will allow Escrow Agent to disburse the Earnest Money upon no more than one (1) business days' notice.  Escrow Agent shall not commingle the Earnest Money with any funds of Escrow Agent or any other person or entity without the prior written consent of Purchaser.

10.2   Payment on Demand.  Upon receipt of any written certification from Seller or Purchaser claiming the Earnest Money pursuant to the provisions of this Agreement, Escrow Agent shall promptly forward a copy thereof to the other such party (i.e., Purchaser or Seller, whichever did not claim the Earnest Money pursuant to such notice) and, unless such other party within five (5) business days thereafter notifies Escrow Agent of any objection to such requested disbursement of the Earnest Money in which case Escrow Agent shall retain the Earnest Money subject to Section 10.4 below, Escrow Agent shall disburse the Earnest Money to the party demanding the same and shall thereupon be released and discharged from any further duty or obligation hereunder.

10.3   Exculpation of Escrow Agent.  It is agreed that the duties of Escrow Agent are herein specifically provided and are purely ministerial in nature, and that Escrow Agent shall incur no liability whatsoever except for its misconduct or negligence, so long as Escrow Agent is acting in good faith. Seller and Purchaser do each hereby release Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify Escrow Agent against, and agree to hold, save, and defend Escrow Agent harmless from, any costs, liabilities, and expenses incurred by Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder.

10.4   Stakeholder.  Escrow Agent is acting as a stakeholder only with respect to the Earnest Money. If there is any dispute as to whether Escrow Agent is obligated to deliver the Earnest Money or as to whom the Earnest Money is to be delivered, Escrow Agent may refuse to make any delivery and may continue to hold the Earnest Money until receipt by Escrow Agent of an authorization in writing, signed by Seller and Purchaser, directing the disposition of the Earnest Money, or, in the absence of such written authorization, until final determination of the rights of the parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days of notice to Escrow Agent of such dispute, Escrow Agent may bring an appropriate action or proceeding for leave to deposit the Earnest Money in a court of competent jurisdiction located in the New York metropolitan area pending such determination. Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including, without limitation, reasonable attorneys' fees and disbursements, by the party determined not to be entitled to the Earnest Money. Upon making delivery of the Earnest Money in any of the manners herein provided, Escrow Agent shall have no further liability or obligation hereunder.

10.5   Interest.  All interest and other income earned on the Earnest Money deposited with Escrow Agent hereunder shall be reported for income tax purposes as earnings of the party to whom the Earnest Money was paid (i.e., applied to the Purchase Price paid by Purchaser at Closing, or otherwise paid to the party entitled to the Earnest Money in accordance with the terms of this Agreement). In connection therewith, Seller and Purchaser shall provide an executed W-9 to Escrow Agent.

10.6   Execution by Escrow Agent.  Escrow Agent has executed this Agreement solely for the purpose of acknowledging and agreeing to the provisions of this ARTICLE 10 Escrow Agent's consent to any modification or amendment of this Agreement other than this ARTICLE 10 shall not be required.

ARTICLE 10

MISCELLANEOUS

11.1   Assignment.  Purchaser may not assign its rights under this Agreement without first obtaining Seller's written approval, which approval shall not be unreasonably withheld, delayed or conditioned; provided, however, (i) Purchaser may assign this Agreement one time at or prior to Closing to a Permitted Affiliate without Seller's consent, and (ii) Seller or Purchaser may assign its rights under this Agreement to a reputable exchange accommodation to facilitate a tax deferred exchange pursuant to Sections 4.8 and 4.9 hereof.  For purposes hereof, the term “Permitted Affiliate” means an entity that (x) (i) controls, is controlled or managed by, or is under common control with Purchaser and/or those persons controlling and/or managing Purchaser, or (ii) Purchaser or its affiliate described in clause (i) owns an ownership interest, directly or indirectly, equal to at least 10%, and (y) is solvent at the time of assignment and at the time of Closing, is not rendered insolvent by such assignment, and has sufficient assets to consummate the transaction contemplated herein.  No transfer or assignment by Purchaser shall release or relieve Purchaser of its obligations hereunder.

11.2   Notices.  Any notice, request or other communication (a “notice”) required or permitted to be given hereunder shall be in writing and shall be delivered by hand or overnight courier (such as United Parcel Service or Federal Express), sent electronically by email (provided a copy of such notice is deposited with an overnight courier for next business day delivery), mailed by United States registered or certified mail, return receipt requested, postage prepaid and addressed to each party at its address as set forth below.  Any such notice shall be considered given on the date of such hand or courier delivery, confirmed email transmission if received on a business day (provided a copy of such notice is deposited with an overnight courier for next business day delivery), deposit with such overnight courier for next business day delivery, or deposit in the United States mail, but the time period (if any is provided herein) in which to respond to such notice shall commence on the date of hand or overnight courier delivery or on the date received following deposit in the United States mail as provided above. Rejection or other refusal to accept or inability to deliver because of changed address of which no notice was given shall be deemed to be receipt of the notice. By giving at least five (5) days' prior written notice thereof, any party may from time to time and at any time change its mailing address hereunder. Any notice of any party may be given by such party's counsel.

The parties' respective addresses for notice purposes are as follows.  Telephone numbers are given for convenience of reference only. Notice by telephone shall not be effective.

If to Seller:

Centennial Summerfield, LLC

3348 Peachtree Road, NE

Suite 1000

Atlanta, GA 30326

Attention: Bronson Smith

Telephone: 404/835-3158

Email : bsmith@chcllc.com

with a copy to:

Burr & Forman LLP

171 17th Street NW

Suite 1100

Atlanta, Georgia 30363

Attention: Erin Hewitt

Telephone: 404/685-4246

Email:  ehewitt@burr.com

If to Purchaser:

c/o AMAC Holdings LLC

375 Park Avenue, Suite 3401

New York, New York 10152

Attention: William Connolly

Email: wconnolly@arbor.com

with a copy to:

Greenberg Traurig, LLP

200 Park Avenue

New York, New York 10166

Attention:  Farah S. Ahmed, Esq.

Email: ahmedf@gtlaw.com

If to Escrow Agent:

Continental Abstract

1 Paragon Drive, Suite 150B

Montvale, New Jersey 07645

Attention: Aryeh Lazarus, Esq.

Telephone No. 718-215-5170

11.3 Modifications.  This Agreement cannot be changed orally, and no agreement shall be effective to waive, change, modify or discharge it in whole or in part unless such agreement is in writing and is signed by the parties against whom enforcement of any waiver, change, modification or discharge is sought.  Signatures inscribed on the signature pages of this Agreement or any formal amendment which are transmitted by telecopy or email transmission (e.g., PDF files) shall be valid and effective to bind the party so signing.  Each party agrees to promptly deliver to the other party an executed original of this Agreement or any such formal amendment with its actual signature, but a failure to do so shall not affect the enforceability of this Agreement or any such formal amendment, it being expressly agreed that each party to this Agreement or any formal amendment shall be bound by its own telecopied or emailed signature and shall accept the telecopied or emailed signature of the other party to this Agreement or any formal amendment.

11.4   Calculation of Time Periods.  Unless otherwise specified, in computing any period of time described in this Agreement, the day of the act or event after which the designated period of time begins to run is

not to be included and the last day of the period so computed is to be included, unless such last day is a Saturday, Sunday or legal holiday under the laws of the State in which the Property is located, in which event the period shall run until the end of the next day which is neither a Saturday, Sunday or legal holiday. The final day of any such period shall be deemed to end at 5:30 p.m., Eastern time.

11.5   Successors and Assigns.  Subject to Section 11.1 hereof, the terms and provisions of this Agreement are to apply to and bind the permitted successors and assigns of the parties hereto.

11.6   Entire Agreement.  This Agreement, including the Schedules, contain the entire agreement between the parties pertaining to the subject matter hereof and fully supersede all prior written or oral agreements and understandings between the parties pertaining to such subject matter.

11.7   Further Assurances.  Each party agrees that it will without further consideration execute and deliver such other documents and take such other action, whether prior or subsequent to Closing, as may be reasonably requested by the other party to consummate more effectively the purposes or subject matter of this Agreement. The provisions of this Section 11.7 shall survive Closing.

11.8   Counterparts.  This Agreement may be executed in identical counterparts, and all such executed counterparts shall constitute the same agreement. It shall be necessary to account for only one such counterpart in proving this Agreement.

11.9   Severability.  If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall nonetheless remain in full force and effect.

11.10   Applicable Law.  This Agreement is performable in the state in which the Property is located and shall in all respects be governed by, and construed in accordance with, the substantive federal laws of the United States and the laws of such state. Seller and Purchaser hereby irrevocably submit to the jurisdiction of any state or federal court sitting in the state and judicial district in which the Property is located in any action or proceeding arising out of or relating to this Agreement and hereby irrevocably agree that all claims in respect of such action or proceeding shall be heard and determined in a state or federal court sitting in the state and judicial district in which the Property is located. Purchaser and Seller agree that the provisions of this Section 11.10 shall survive the Closing of the transaction contemplated by this Agreement.

11.11   No Third Party Beneficiary.  The provisions of this Agreement and of the documents to be executed and delivered at Closing are and will be for the benefit of Seller and Purchaser only and are not for the benefit of any third party, and accordingly, no third party shall have the right to enforce the provisions of this Agreement or of the documents to be executed and delivered at Closing.

11.12   Seller's Access to Records after Closing.  Purchaser shall reasonably cooperate with Seller, at Seller’s sole cost, for a period of one (1) year after Closing to make available Purchaser's employees and Property records, as Seller may reasonably request, in case of Seller's need in response to any legal requirement, tax audit, tax return preparation, securities law filing, or litigation threatened or brought against Seller, by allowing Seller and its agents or representatives access, upon reasonable advance notice (which notice shall identify the nature of the information sought by Seller), at all reasonable times to examine and make copies of any and all instruments, files and records which predate the Closing. This Section 11.12 shall survive Closing.

11.13   Schedules.  The following schedules attached hereto shall be deemed to be an integral part of this Agreement:

Schedule 1.1 (a) - Legal Description of the Land
Schedule 1.1(d) - Inventory of Tangible Personal Property
Schedule 1.1(e) - Rent Roll
Schedule 1.6(a) - Earnest Money Wiring Instructions
Schedule 2.7 - Certificate of Compliance
Schedule 4.2(a) - Special Warranty Deed
Schedule 4.2(b) - Bill of Sale and Assignment
Schedule 4.2(c) - Tenant Notice
Schedule 4.2(d) - Seller's Closing Certificate
Schedule 5.1 - Seller's Disclosure Statement
Schedule 5.1(h) - List of Service Contracts
Schedule 5.1(p) - Recorded Agreements
Schedule 5.7(b) - Schedule of Must Take Service Contracts
Schedule 5.7(c) - Schedule of National Account Contracts

11.14 Captions.  The section headings appearing in this Agreement are for convenience of reference only and are not intended, to any extent and for any purpose, to limit or define the text of any section or any subsection hereof.

11.15 Construction.  The parties acknowledge that the parties and their counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any schedules or amendments hereto.  PDF or facsimile signatures shall be sufficient to bind the parties hereto.

11.16 Termination of Agreement.  It is understood and agreed that if either Purchaser or Seller terminates this Agreement pursuant to a right of termination granted hereunder, such termination shall operate to relieve Seller and Purchaser from all obligations under this Agreement, except for such obligations as are specifically stated herein to survive the termination of this Agreement.

11.17 Survival.  The provisions of the following Sections of this Agreement shall survive Closing and shall not be merged into the execution and delivery of the Deed:  1.7; 3.1(c); 4.3(b); 4.4; 4.5; 4.8; 4.9; 5.1; 5.2; 5.3; 5.5; 5.6; 5.7(b); 5.7(c); Article 8; Article 9; 11.7; 11.10; 11.12; 11.17; 11.20; 11.22; those additional provisions of Article 11 which govern the administration, interpretation or enforcement of this Agreement; and any other provisions contained herein that by their terms survive the Closing (the “Obligations Surviving Closing”).  Except for the Obligations Surviving Closing, all representations, warranties, covenants and agreements contained in this Agreement shall be merged into the instruments and documents executed and delivered at Closing.  The Obligations Surviving Closing shall survive the Closing for the Survival Period; provided, however, that Section 5.3 shall survive for a period of thirty (30) days beyond the Survival Period.

11.18   Time of Essence.  Time is of the essence with respect to this Agreement.

11.19   Covenant Not to Record.  Purchaser shall not record this Agreement or any memorandum or other evidence thereof, except in connection with Purchaser’s pursuit of an action for specific performance in accordance with Section 6.2. Any such recording shall constitute a material default hereunder on the part of Purchaser.

11.20   Limitation of Seller's Liability.  Purchaser shall have no recourse against any of the past, present or future, direct or indirect, shareholders, partners, members, managers, principals, directors, officers, agents, incorporators, affiliates or representatives of Seller or its general partner or of any of the assets or property of any of the foregoing for the payment or collection of any amount, judgment, judicial process, arbitral award, fee or cost or for any other obligation or claim arising out of or based upon this Agreement and requiring the payment of money by Seller. This Section 11.20 shall survive the Closing.

11.21   JURY WAIVER.  IN ANY LAWSUIT OR OTHER PROCEEDING INITIATED BY SELLER OR PURCHASER UNDER OR WITH RESPECT TO THIS AGREEMENT, SELLER AND PURCHASER EACH WAIVE ANY RIGHT IT MAY HAVE TO TRIAL BY JURY.

11.22 Attorneys' Fees.  In any action to enforce or interpret the provisions of this Agreement, the party against whom any final judgment is entered agrees to pay the prevailing party all reasonable costs, charges, and expenses, including reasonable attorneys’ fees actually incurred in connection therewith.

11.23 Land Use Plan Disclosure.  Pursuant to Section 2-162.01(a) of the Prince George's County Code, Seller certifies that Seller has no knowledge of any published preliminary or adopted land use plan (or adopted Zoning Map Amendment) which may result in condemnation or taking of any part of Seller's property.  Purchaser acknowledges that Purchaser is aware that information relative to (1) government plans for land use, roads, highways, parks, transportation, etc., and (2) rezoning is available for inspection at the County Administration Building, Upper Marlboro, Maryland, at www.PGAtlas.com, and http://www.pgplanning.org/Planning_Home. Purchaser further acknowledges, and is strongly encouraged to take advantage of his/her opportunity to examine the above referenced information and any other information pertaining to the property that is relevant to Purchaser prior to signing or entering into the contract of sale.

11.24   Critical Area Notice.  Pursuant to §14-117(e) of the Real Property Article of the Annotated Code of Maryland, Seller makes the following disclosure to Purchaser:

Notice to Purchaser Concerning the Chesapeake and Atlantic Coastal Bays Critical Area

Purchaser is advised that all or a portion of the property may be located in the "critical area" of the Chesapeake and Atlantic Coastal Bays, and that additional zoning, land use, and resource protection regulations apply in this area.  The "critical area" generally consists of all land and water areas within 1,000 feet beyond the landward boundaries of State or private wetlands, the Chesapeake Bay, the Atlantic Coastal Bays, and all of their tidal tributaries.  The "critical area" also includes the waters of and lands under the Chesapeake Bay, the Atlantic Coastal Bays, and all of their tidal tributaries to the head of tide.  For information as to whether the property is located within the critical area, Purchaser may contact the local department of planning and zoning, which maintains maps showing the extent of the critical area in the jurisdiction.  Allegany, Carroll, Frederick, Garrett, Howard, Montgomery and Washington counties do not include land located in the critical area.

11.25   Noise Disclosure.  Pursuant to Section 14-117(k) of the Real Property Article of the Annotated Code of Maryland, Seller makes the following disclosure to Purchaser:  Purchaser is advised that the Property may be located near a military installation that conducts flight operations, munitions testing, or military operation that may result in high noise levels.

[Signatures on following pages.]

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the Effective Date.

SELLER:

CENTENNIAL SUMMERFIELD, LLC,
a Delaware limited liability company
By: Centennial Real Estate Fund IV, LP,
a Delaware limited partnership,
its sole Member
By: Centennial Real Estate Fund IV GP, LLC,
a Delaware limited liability company,
its General Partner
By: Centennial Holding Company, LLC,
a Georgia limited liability company,
its Manager/Member
By: ________________________________
Name: Andrew Trotter
Title: President

[SIGNATURES CONTINUED ON THE FOLLOWING PAGES]

[Signature Page to Purchase and Sale Agreement – Century Summerfield]

PURCHASER:

AH PROPERTY INVESTMENT COMPANY LLC,
a Delaware limited liability company
By:
Name: Maurice Kaufman
Title: Authorized Signatory

[SIGNATURES CONTINUED ON THE FOLLOWING PAGE]

[Signature Page to Purchase and Sale Agreement – Century Summerfield]

Escrow Agent has executed this Agreement for the limited purposes set forth herein.

ESCROW AGENT:

CONTINENTAL ABSTRACT LLC

By:<br><br><br><br><br><br>Name:
Title: Counsel

[END OF SIGNATURES]

[Signature Page to Purchase and Sale Agreement – Century Summerfield]

Schedule 1.1(a)

LEGAL DESCRIPTION OF THE LAND

Real property in the City of Landover, County of Prince George's, State of Maryland, described as follows:

Parcel One:

Being known and designated as Lot 1, 12.6057 acres, as set forth and shown on the plat entitled "Lot 1 Summerfield at Morgan Station", which plat is recorded among the Land Records of Prince George's County, Maryland in Plat Book 209, page 12.

Tax ID No. 18-3713401

Parcel Two:

Being a strip or parcel of land running in, over, across and through Parcel MG161 described in a Fee Simple Declaration of Taking by Washington Metropolitan Area Transit Authority (WMATA) per United States Court Case No. AW02CV3160, recorded among the Land Records of Pr.ince George's County, Maryland in Liber 16949 at folio 72, more particularly described by bearings and distances in the meridian of said declaration, as folllows:

Beginning at a point on the westerly right-of-way line of Garrett A. Morgan Boulevard (120 feet wide, formerly named Summerfield Boulevard) as dedicated on a Plat of Street Dedication entitled "Summerfield Boulevard and Outlot 1, Summerfield" recorded among said Land Records in Plat Book VJ161 at Plat 77, said point also lying at the end of the 9th or South 79° 44' 20" East, 98.40 feet line of Part One (Fee Simple) of WMATA Parcel MG161 of said declaration; thence running with said right-of-way line of Garrett A. Morgan Boulevard:

a. 12.67 feet along the arc of a curve deflecting to the left having a radius of 1,060.00 feet and a

chord bearing and distance of South 02° 52' 01" West, 12.67 feet to a pdnt; thence

b. 44.48 feet along the arc of a curve deflecting to the left having a radius of 35.34 feet and a chord bearing and distance of North 72° 04' 12" West, 41.60 feet to a point; thence

c. South 71 o 52' 16" West, 40.03 feet to a point; thence

d. South 65° 14' 37" West, 603.09 feet to a point on the 6th or North 63° 22' 32" East, 643.53 feet deed line of said Part One (Fee Simple) of said WMATA Parcel MG161; thence running with part of said line

e. North 63° 22' 32" East, 518.67 feet to a point; thence continuing with the lines of said declaration

f. North 69° 58' 45" East, 78.33 feet to a point; thence

g. North 00° 50' 06" East, 25.93 feet to a point; thence

h. South 79° 44' 20" East, 98.40 feet to the point of beginning, containing 6,864 square feet or

0.1576 acres of land.

Tax ID No. 18-3970787

Schedule 1.1(d)

INVENTORY OF TANGIBLE PERSONAL PROPERTY

[SEE ATTACHED PAGES]

Century Summerfield Personal Property Inventory

Qty. Description
Leasing Center 5 Desks
--- --- ---
2 File Cabinets
5 Office desk chairs
10 Guest Chairs
6 Credenzas
5 Telephones
1 KeyTrack
1 Refrigerator
1 Microwave
1 Dishwasher
1 Water Dispenser
1 Handytrack
8 Handheld radios
1 Paper Shredder
1 Key box (storage)
3 Planters
1 Sanitizing Station
3 Wall paintings
1 Coffee table in middle of entracnce
1 Standing mirror
3 Ipads
1 Laptop
Business Center 3 Desk chairs
1 2-piece bistro set
1 couch
4 chairs
1 Lavaza coffee machine
3 Wall décor
4 Misc décor items
2 Floor lamps
3 computers
4 side tables
Resident Lounge 1 Refrigerator
1 Ice Maker
1 Dishwasher
1 Oven
3 Vases
1 1 Plant
3 Decorative wall items
1 Trash can
2 Large fake potter plants
1 Couch
1 Ottoman
5 Bar Stools
1 Bar table
9 Chairs
2 Small tables on Balcony
1 TV
111
Fitness Center 4 Elliptical Machines
--- --- ---
2 Stationary Bicycles
4 Treadmills
1 Scale
1 Modular Gym System
1 Chest Press Machine
1 Arm Curl Machine
1 Leg Press Machine
1 Leg Curl Machine
1 Leg Extension Machine
1 Row Machine
1 Lat Pull Machine
1 Dumbbell rack and Misc. Dumbbells
3 Televisions
HUB Lockers 2 HUB Lockers
Pool 18 Chairs
23 Lounge Chairs
1 Square tables
3 Trash cans
4 Potters
3 Round tables
11 End tables
Maintenance Shop - Office 1 Office desk
2 Filing cabinets
1 Printer
1 Refrigerant scale
1 Vacuum pump
1 Salt Spreader
1 Hand Dolly
1 Appliance dolly
1 DVR and Camera connections
2 Recovery Machines
2 Carpet Blowers
1 Power washer
1 Backpack blower
1 Handheld blower
1 Air compressor
1 Key machine
1 Bench grinder
2 Finish nailers
1 Bench vise
1 Oxygen and acetenyl set up
2 B tanks torch set up
1 HVAC gauge
1 Table saw
4 New refrigerators
1 New dishwasher
1 New range
1 Miter saw
2 Lockout/tagout kits
Maintenance Shop - Phase 1 7 Portable AC Unit
1 Tool Cart
1 4' Fiberglass ladder
1 16 gal shop vac
--- --- ---
1 Upright vacuum
1 5 shelf unit in box
Maintenance Shop - Phase 2 1 k-50 Drain snake/with cable
1 Carpet blower
2 Golf cart chargers
1 Submersible pump
1 6' Fiberglass ladder
Maintenance Garage 1 Golf cart
1 Golf cart charger
3 Salt spreader
1 Flat cart
Caged Area in Phase I 1 Golf Cart
1 Snow Blower
2 Fire Cabinets
1 Carpet Cleaner
3 Nitrogen tank

Schedule 1.1(e)

RENT ROLL

[SEE ATTACHED PAGES]

1/20/2021 12:50 PM
Rent Roll with Lease Charges
Century Summerfield (centsum)
As Of = 01/19/2021
Month Year = 12/2020
Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
Current/Notice/Vacant Residents
400-1060 296412 1,071.00 t0507747 Joel Goodwyn 2,107.00 trash 30.00 200.00 0.00 10/31/2019 10/30/2020 8,957.35
tech 95.00
insrent 11.00
rent 1,596.00
Total 1,732.00
400-1061 296403 723.00 t0546073 Jason Faulk 1,754.00 rent 1,583.00 791.50 0.00 06/18/2020 06/17/2021 0.00
tech 95.00
valet 30.00
Total 1,708.00
400-1062 296403 723.00 t0544898 Loren Robinson 1,679.00 tech 95.00 500.00 0.00 06/06/2020 06/05/2021 0.00
valet 30.00
rent 1,508.00
Total 1,633.00
400-1063 296403 723.00 t0513389 Dean Chew 1,699.00 tech 95.00 0.00 0.00 11/22/2019 11/21/2021 2,835.07
insrent 11.00
valet 30.00
rent 1,410.00
concothr -54.00
Total 1,492.00
400-1064 296403 723.00 t0497407 Ebonie Proctor 1,699.00 trash 30.00 0.00 0.00 08/02/2019 09/01/2021 3,066.04
cable 95.00
llock 29.00
rent 1,526.00
Total 1,680.00
400-1065 296403 723.00 t0338050 Samuel Nix 1,649.00 trash 30.00 0.00 0.00 07/01/2013 03/31/2021 0.00
tech 95.00
insrent 11.00
rent 1,714.00
Total 1,850.00
400-1066 296403 723.00 t0560878 Jameka Queen 1,699.00 rent 1,502.00 2,504.00 0.00 09/22/2020 09/21/2021 0.00
tech 95.00
valet 30.00
parking 50.00
Total 1,677.00
400-1067 296403 723.00 t0544987 Erick Morales Vasquez 1,774.00 rent 1,603.00 801.50 0.00 06/12/2020 06/11/2021 -945.00

Page 1 of 62

1/20/2021 12:50 PM
Rent Roll with Lease Charges
Century Summerfield (centsum)
As Of = 01/19/2021
Month Year = 12/2020
Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
tech 95.00
valet 30.00
pet 40.00
Total 1,768.00
400-1068 296414 1,083.00 t0521160 Oluwafolajimi Akinribade 2,125.00 tech 95.00 0.00 0.00 01/07/2020 01/06/2021 02/17/2021 0.00
valet 30.00
rent 1,569.00
Total 1,694.00
400-1069 296412 1,071.00 t0338054 Erika Dixon 2,092.00 trash 30.00 0.00 0.00 10/01/2013 06/25/2021 0.00
parking 50.00
cable 95.00
rent 1,849.00
Total 2,024.00
400-1070 296403 723.00 t0450230 Randy Franklin 1,654.00 trash 30.00 500.00 0.00 08/18/2018 09/17/2021 3,315.54
tech 95.00
rent 1,441.00
Total 1,566.00
400-1071 296424 1,505.00 t0473124 Tylise Conrad 2,813.00 trash 30.00 500.00 0.00 04/01/2019 05/31/2021 -860.00
cable 95.00
rent 2,198.00
parking 50.00
Total 2,373.00
400-1072 296424 1,505.00 t0531862 Tiera Williams 2,803.00 rent 2,205.00 3,307.50 0.00 03/18/2020 03/17/2021 0.00
tech 95.00
valet 30.00
parking 50.00
Total 2,380.00
400-2060 296412 1,071.00 t0510773 Latanya Chapman 2,112.00 rent 1,720.00 200.00 0.00 11/07/2019 11/06/2020 3,500.08
tech 95.00
valet 30.00
insrent 11.00
Total 1,856.00
400-2061 296403 723.00 t0338058 J'Nay Penn 1,649.00 trash 30.00 0.00 0.00 12/15/2013 09/06/2021 0.00
cable 95.00
rent 1,587.00
Total 1,712.00

Page 2 of 62

1/20/2021 12:50 PM
Rent Roll with Lease Charges
Century Summerfield (centsum)
As Of = 01/19/2021
Month Year = 12/2020
Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
400-2062 296408 833.00 t0518526 Cheryl Savage 1,993.00 rent 1,480.00 500.00 0.00 12/13/2019 01/12/2021 0.00
tech 95.00
valet 30.00
parking 40.00
storage 35.00
Total 1,680.00
400-2063 296403 723.00 t0554601 Malori Rhones 1,669.00 rent 1,453.00 500.00 0.00 08/10/2020 08/09/2021 0.00
tech 95.00
valet 30.00
Total 1,578.00
400-2064 296403 723.00 t0546389 Dayasia Bandy 1,669.00 rent 1,498.00 749.00 0.00 06/24/2020 06/23/2021 -4,193.36
tech 95.00
valet 30.00
Total 1,623.00
400-2065 296403 723.00 t0550802 Tiana Holmes 1,809.00 rent 1,431.00 0.00 0.00 07/17/2020 07/16/2021 1,732.48
tech 95.00
valet 30.00
Total 1,556.00
400-2066 296405 737.00 t0480502 Warren Fort 1,735.00 trash 30.00 0.00 0.00 04/11/2019 04/10/2021 0.00
cable 95.00
rent 1,496.00
Total 1,621.00
400-2067 296405 737.00 t0381971 Davlyn Hollie 1,735.00 trash 30.00 0.00 0.00 07/17/2017 07/31/2021 0.00
cable 95.00
rent 1,472.00
Total 1,597.00
400-2068 296414 1,083.00 t0338065 William Pinkney 2,085.00 trash 30.00 0.00 0.00 06/11/2016 09/10/2021 -83.00
cable 95.00
rent 1,765.00
Total 1,890.00
400-2069 296412 1,071.00 t0504378 Mickie Ward 2,112.00 tech 95.00 0.00 0.00 09/20/2019 10/19/2021 1,915.65
valet 30.00
llock 29.00
rent 1,574.00
parking 50.00

Page 3 of 62

1/20/2021 12:50 PM
Rent Roll with Lease Charges
Century Summerfield (centsum)
As Of = 01/19/2021
Month Year = 12/2020
Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
Total 1,778.00
400-2070 296408 833.00 t0556079 Trenton Taylor 1,993.00 rent 1,576.00 0.00 0.00 08/20/2020 08/19/2021 966.64
tech 95.00
valet 30.00
Total 1,701.00
400-2071 296424 1,505.00 t0385289 Erica Reliford 2,758.00 trash 30.00 0.00 0.00 07/24/2017 07/23/2021 0.00
cable 95.00
parking 50.00
rent 2,296.00
Total 2,471.00
400-2072 296425 1,516.00 t0570531 Kyra Foy 2,778.00 rent 2,296.00 500.00 0.00 11/23/2020 11/22/2021 0.00
tech 95.00
valet 30.00
Total 2,421.00
400-3060 296412 1,071.00 t0545832 Robin Williamson 2,092.00 tech 95.00 0.00 0.00 07/01/2020 06/30/2021 -706.51
valet 30.00
storage 135.00
rent 1,779.00
Total 2,039.00
400-3061 296403 723.00 t0438454 Christopher Lewis 1,629.00 trash 30.00 0.00 0.00 05/31/2018 06/30/2021 0.00
cable 95.00
rent 1,458.00
Total 1,583.00
400-3062 296408 833.00 t0416857 Brittney Thomas 1,973.00 trash 30.00 0.00 0.00 12/26/2017 01/25/2021 01/25/2021 0.00
cable 95.00
rent 1,707.00
Total 1,832.00
400-3063 296403 723.00 t0450224 Candice Smith 1,649.00 trash 30.00 500.00 0.00 08/11/2018 08/10/2021 0.00
cable 95.00
rent 1,387.00
insrent 11.00
Total 1,523.00
400-3064 296403 723.00 t0425116 Travis Blair 1,679.00 trash 30.00 500.00 0.00 03/01/2018 03/31/2021 -0.82
rent 1,491.00
tech 95.00

Page 4 of 62

1/20/2021 12:50 PM
Rent Roll with Lease Charges
Century Summerfield (centsum)
As Of = 01/19/2021
Month Year = 12/2020
Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
Total 1,616.00
400-3065 296403 723.00 VACANT VACANT 1,679.00 0.00 0.00 0.00 0.00
Total 0.00
400-3066 296405 737.00 t0518338 Jamie Dolby 1,710.00 tech 95.00 0.00 0.00 12/06/2019 12/05/2021 0.00
valet 30.00
rent 1,370.00
Total 1,495.00
400-3067 296405 737.00 t0377197 Carlton Briscoe 1,745.00 trash 30.00 0.00 0.00 06/23/2017 06/22/2021 0.00
cable 95.00
rent 1,610.00
Total 1,735.00
400-3068 296414 1,083.00 t0500014 Eva Dodson 2,170.00 tech 95.00 0.00 0.00 09/19/2019 10/18/2021 0.00
trash 30.00
rent 1,579.00
insrent 11.00
Total 1,715.00
400-3069 296412 1,071.00 t0578784 Amber Means 2,147.00 rent 1,728.00 3,456.00 0.00 01/08/2021 01/07/2022 550.00
tech 95.00
valet 30.00
Total 1,853.00
400-3070 296408 833.00 t0526024 Rennea Graham 2,003.00 tech 95.00 807.50 0.00 02/10/2020 02/09/2022 0.00
valet 30.00
rent 1,615.00
Total 1,740.00
400-3071 296424 1,505.00 t0541187 Marquetta Stevenson 2,768.00 rent 2,308.00 1,148.58 0.00 05/16/2020 05/15/2021 17,755.85
tech 95.00
valet 30.00
Total 2,433.00
400-3072 296425 1,516.00 t0425462 Kendra Mcdonald 2,788.00 trash 30.00 0.00 0.00 06/01/2018 07/31/2021 0.00
cable 95.00
rent 1,883.00
Total 2,008.00
400-4060 296412 1,071.00 t0566650 Xavier Jones 2,132.00 rent 1,704.00 852.00 0.00 11/06/2020 11/05/2021 0.00
tech 95.00

Page 5 of 62

1/20/2021 12:50 PM
Rent Roll with Lease Charges
Century Summerfield (centsum)
As Of = 01/19/2021
Month Year = 12/2020
Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
valet 30.00
Total 1,829.00
400-4061 296403 723.00 t0532189 Ahmad Aldick 1,694.00 rent 1,525.00 262.50 0.00 03/20/2020 03/19/2021 15,171.21
tech 95.00
valet 30.00
Total 1,650.00
400-4062 296408 833.00 t0433638 Robyn Cooper 2,013.00 trash 30.00 500.00 0.00 04/15/2018 06/14/2021 0.00
cable 95.00
rent 1,686.00
Total 1,811.00
400-4063 296403 723.00 t0443847 Chardae Barron 1,689.00 trash 30.00 500.00 0.00 08/21/2018 08/20/2021 0.00
cable 95.00
rent 1,432.00
Total 1,557.00
400-4064 296403 723.00 t0498384 Heather Mackall 1,689.00 cable 95.00 500.00 0.00 09/07/2019 10/06/2020 0.00
trash 30.00
rent 1,518.00
Total 1,643.00
400-4065 296403 723.00 t0481692 Bria Hilton 1,689.00 trash 30.00 0.00 0.00 04/22/2019 06/21/2021 0.00
tech 95.00
insrent 11.00
rent 1,434.00
Total 1,570.00
400-4066 296403 723.00 t0338203 Debra Woodfork 1,689.00 trash 30.00 0.00 0.00 03/28/2008 08/10/2021 0.00
llock 29.00
cable 95.00
rent 1,731.00
Total 1,885.00
400-4067 296403 723.00 t0552043 Donald Logan 1,689.00 rent 1,448.00 2,172.00 0.00 08/06/2020 08/05/2021 0.00
tech 95.00
valet 30.00
Total 1,573.00
400-4068 296414 1,083.00 t0556431 Steffi Connor 2,105.00 rent 1,798.00 2,697.00 0.00 08/25/2020 08/24/2021 0.00
tech 95.00
valet 30.00

Page 6 of 62

1/20/2021 12:50 PM
Rent Roll with Lease Charges
Century Summerfield (centsum)
As Of = 01/19/2021
Month Year = 12/2020
Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
Total 1,923.00
400-4069 296412 1,071.00 t0435651 Charles Davis 2,122.00 trash 30.00 500.00 0.00 05/11/2018 07/10/2020 16,547.52
rent 1,681.00
cable 95.00
insrent 11.00
Total 1,817.00
400-4070 296408 833.00 t0536546 Latoya Buckmon 2,078.00 rent 1,751.00 0.00 0.00 05/13/2020 05/12/2021 0.00
tech 95.00
valet 30.00
Total 1,876.00
400-4071 296424 1,505.00 t0476696 Jesse Edwards 2,778.00 trash 30.00 0.00 0.00 04/05/2019 04/04/2021 9,433.68
cable 95.00
rent 2,046.00
insrent 11.00
parking 100.00
Total 2,282.00
400-4072 296424 1,505.00 t0562701 Gregory Dulac 2,778.00 rent 1,933.00 500.00 0.00 10/01/2020 09/30/2021 0.00
tech 95.00
valet 30.00
Total 2,058.00
401-1023 296424 1,505.00 t0464092 Deborah Torney 2,828.00 trash 30.00 500.00 0.00 12/08/2018 02/07/2021 7,790.37
cable 95.00
insrent 11.00
rent 2,278.00
Total 2,414.00
401-1024 296424 1,505.00 t0463438 Darian Whitfield 2,828.00 trash 30.00 500.00 0.00 02/03/2019 04/01/2021 04/01/2021 0.00
cable 95.00
rent 2,144.00
Total 2,269.00
401-1025 296403 723.00 t0487368 Gregory Ellsbury 1,709.00 trash 30.00 500.00 0.00 05/25/2019 05/24/2021 0.00
tech 95.00
rent 1,586.00
Total 1,711.00
401-1026 296404 724.00 t0382754 Erica Featherson 1,756.00 trash 30.00 0.00 0.00 08/12/2017 08/11/2020 0.00
rent 1,523.00

Page 7 of 62

1/20/2021 12:50 PM
Rent Roll with Lease Charges
Century Summerfield (centsum)
As Of = 01/19/2021
Month Year = 12/2020
Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
tech 95.00
Total 1,648.00
401-1027 296407 833.00 t0425626 Viona Miller 2,053.00 trash 30.00 500.00 0.00 05/05/2018 06/04/2021 0.00
cable 95.00
rent 1,614.00
Total 1,739.00
401-1028 296411 1,064.00 t0402020 Andre Perry 2,154.00 trash 30.00 0.00 0.00 09/23/2017 09/22/2021 45.15
cable 95.00
parking 50.00
rent 1,902.00
Total 2,077.00
401-1029 296404 724.00 t0550043 Oluwaseyi Akintola 1,721.00 rent 1,482.00 500.00 0.00 08/01/2020 07/31/2021 16.13
tech 95.00
valet 30.00
Total 1,607.00
401-1030 296404 724.00 t0516722 Paris Gordon 1,746.00 tech 95.00 0.00 0.00 12/06/2019 12/05/2021 0.00
valet 30.00
llock 29.00
insrent 11.00
rent 1,496.00
concothr -51.00
Total 1,610.00
401-1031 296404 724.00 t0502819 James Wright 1,721.00 rent 1,418.00 303.23 0.00 09/16/2019 10/15/2020 566.95
tech 95.00
valet 30.00
llock 29.00
petrent 40.00
insrent 11.00
Total 1,623.00
401-1032 296412 1,071.00 t0520861 Olaitan Daramola 2,187.00 rent 1,696.00 0.00 0.00 01/17/2020 01/16/2021 4,226.57
tech 95.00
valet 30.00
insrent 11.00
Total 1,832.00
401-1033 296404 724.00 t0498373 Sherita Henderson 1,721.00 tech 95.00 0.00 0.00 09/21/2019 10/20/2021 0.00
valet 30.00

Page 8 of 62

1/20/2021 12:50 PM
Rent Roll with Lease Charges
Century Summerfield (centsum)
As Of = 01/19/2021
Month Year = 12/2020
Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
rent 1,421.00
Total 1,546.00
401-1034 296404 724.00 t0563521 Theresa King 1,721.00 rent 1,542.00 2,313.00 0.00 10/30/2020 10/29/2021 0.00
valet 30.00
tech 95.00
Total 1,667.00
401-1035 296404 724.00 VACANT VACANT 1,721.00 0.00 0.00 0.00 0.00
Total 0.00
401-1036 296404 724.00 t0509245 Christain Raynor 1,721.00 tech 95.00 0.00 0.00 12/03/2019 01/02/2022 2,949.44
valet 30.00
llock 29.00
rent 1,421.00
concothr -48.00
insrent 11.00
Total 1,538.00
401-2023 296424 1,505.00 t0527407 Ricky Johnson Jr 2,798.00 rent 2,118.00 500.00 0.00 02/19/2020 03/18/2021 0.00
tech 95.00
valet 30.00
storage 85.00
pet 40.00
insrent 11.00
Total 2,379.00
401-2024 296424 1,505.00 t0406022 Markisha Bennett 2,803.00 trash 30.00 0.00 0.00 10/04/2017 10/03/2021 -16.36
cable 95.00
rent 2,311.00
Total 2,436.00
401-2025 296408 833.00 t0424311 Shanise Butler 1,903.00 trash 30.00 500.00 0.00 05/05/2018 06/04/2021 -147.95
tech 95.00
rent 1,554.00
Total 1,679.00
401-2026 296404 724.00 t0473860 John Smith 1,706.00 trash 30.00 500.00 0.00 02/22/2019 04/21/2021 0.00
cable 95.00
rent 1,541.00
Total 1,666.00
401-2027 296407 833.00 t0564114 Jaleah English 2,023.00 rent 1,690.00 500.00 0.00 11/06/2020 11/05/2021 0.00

Page 9 of 62

1/20/2021 12:50 PM
Rent Roll with Lease Charges
Century Summerfield (centsum)
As Of = 01/19/2021
Month Year = 12/2020
Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
tech 95.00
valet 30.00
Total 1,815.00
401-2028 296411 1,064.00 t0512481 Alicia Persaud 2,104.00 tech 95.00 0.00 0.00 11/20/2019 12/19/2020 01/19/2021 0.00
valet 30.00
llock 29.00
rent 1,625.00
Total 1,779.00
401-2029 296404 724.00 t0476677 Terrenia Fitts 1,671.00 trash 30.00 0.00 0.00 03/15/2019 03/14/2021 0.00
tech 95.00
rent 1,386.00
Total 1,511.00
401-2030 296404 724.00 t0448081 Carissa Bernard 1,696.00 trash 30.00 500.00 0.00 09/01/2018 10/30/2020 1.94
storage 50.00
cable 95.00
rent 1,431.00
Total 1,606.00
401-2031 296404 724.00 t0577862 Habtamu Eshete 1,671.00 rent 1,445.00 1,445.00 0.00 12/23/2020 12/22/2021 0.01
tech 95.00
valet 30.00
Total 1,570.00
401-2032 296412 1,071.00 t0466535 Whitney Proctor 2,157.00 trash 30.00 0.00 0.00 12/28/2018 04/27/2021 0.00
cable 95.00
insrent 11.00
rent 1,732.00
Total 1,868.00
401-2033 296404 724.00 t0469310 Jerald Rosemond 1,691.00 trash 30.00 664.00 0.00 01/31/2019 02/28/2021 -7.86
cable 95.00
pet 40.00
rent 1,382.00
storage 35.00
Total 1,582.00
401-2034 296405 737.00 t0482052 Keona Brooks 1,745.00 trash 30.00 0.00 0.00 04/24/2019 05/23/2021 -1,550.00
rent 1,361.00
tech 95.00
Total 1,486.00

Page 10 of 62

1/20/2021 12:50 PM
Rent Roll with Lease Charges
Century Summerfield (centsum)
As Of = 01/19/2021
Month Year = 12/2020
Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
401-2035 296405 737.00 t0507358 Sima Kalokoh 1,745.00 rent 1,409.00 0.00 0.00 10/12/2019 11/11/2020 1,633.20
tech 95.00
valet 30.00
insrent 11.00
Total 1,545.00
401-2036 296405 737.00 t0557122 Channell Henson 1,745.00 rent 1,572.00 500.00 0.00 08/26/2020 08/25/2021 0.00
valet 30.00
tech 95.00
Total 1,697.00
401-3023 296424 1,505.00 t0506744 Davis Ijadare 2,823.00 tech 95.00 0.00 0.00 10/04/2019 11/03/2020 8,612.27
valet 30.00
llock 29.00
insrent 11.00
rent 2,085.00
Total 2,250.00
401-3024 296424 1,505.00 t0527541 Shanell Clayburn 2,833.00 rent 2,205.00 0.00 0.00 03/13/2020 03/12/2021 13,455.10
tech 95.00
valet 30.00
Total 2,330.00
401-3025 296408 833.00 t0476695 Gracie Smith 2,033.00 trash 30.00 0.00 0.00 04/26/2019 04/25/2021 04/24/2021 0.00
tech 95.00
rent 1,623.00
Total 1,748.00
401-3026 296404 724.00 t0424276 Travis Jones 1,736.00 trash 30.00 500.00 0.00 05/05/2018 07/04/2021 0.00
insrent 11.00
tech 95.00
rent 1,403.00
concothr -28.00
Total 1,511.00
401-3027 296407 833.00 t0532205 Randy Moran 2,053.00 rent 1,710.00 2,565.00 0.00 03/25/2020 03/24/2021 85.01
tech 95.00
valet 30.00
Total 1,835.00
401-3028 296411 1,064.00 t0506659 Kiswendsida Damiba 2,134.00 tech 95.00 0.00 0.00 10/11/2019 11/10/2021 0.00
valet 30.00

Page 11 of 62

1/20/2021 12:50 PM
Rent Roll with Lease Charges
Century Summerfield (centsum)
As Of = 01/19/2021
Month Year = 12/2020
Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
llock 29.00
rent 1,899.00
concothr -73.00
Total 1,980.00
401-3029 296404 724.00 t0551162 Tysheen Twitty 1,701.00 rent 1,482.00 741.00 0.00 07/22/2020 07/21/2021 0.00
tech 95.00
valet 30.00
Total 1,607.00
401-3030 296404 724.00 t0338508 Jeanean Parker 1,726.00 trash 30.00 0.00 0.00 06/23/2012 04/23/2021 3,597.34
rent 1,573.00
tech 95.00
Total 1,698.00
401-3031 296404 724.00 t0544055 Courtney Stevens 1,701.00 rent 1,542.00 771.00 0.00 06/27/2020 06/26/2021 0.00
valet 30.00
tech 95.00
Total 1,667.00
401-3032 296412 1,071.00 t0572754 Miguel Jorge Freire 2,167.00 rent 1,799.00 899.00 0.00 11/20/2020 11/19/2021 0.00
tech 95.00
valet 30.00
Total 1,924.00
401-3033 296404 724.00 t0364005 Keisha Brewster 1,671.00 trash 30.00 200.00 0.00 03/18/2017 04/17/2021 0.00
cable 95.00
rent 1,431.00
Total 1,556.00
401-3034 296405 737.00 t0338869 Bryane Broadie 1,755.00 trash 30.00 0.00 0.00 08/01/2016 07/31/2021 0.00
tech 95.00
storage 85.00
rent 1,567.00
Total 1,777.00
401-3035 296405 737.00 t0496119 Joseph Henry 1,755.00 cable 95.00 0.00 0.00 08/05/2019 08/04/2021 0.00
trash 30.00
parking 50.00
rent 1,495.00
Total 1,670.00
401-3036 296405 737.00 t0492606 Margie Sanchez 1,755.00 trash 30.00 0.00 0.00 06/28/2019 07/28/2021 700.02

Page 12 of 62

1/20/2021 12:50 PM
Rent Roll with Lease Charges
Century Summerfield (centsum)
As Of = 01/19/2021
Month Year = 12/2020
Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
llock 29.00
tech 95.00
rent 1,493.00
Total 1,647.00
401-4023 296424 1,505.00 t0458521 Patricia Houson 2,823.00 tech 95.00 500.00 0.00 10/19/2018 11/19/2021 0.00
rent 2,263.00
concothr -77.00
valet 30.00
Total 2,311.00
401-4024 296424 1,505.00 t0351213 Vaughan Resper 2,828.00 trash 30.00 0.00 0.00 11/18/2016 08/17/2021 0.00
cable 95.00
rent 2,201.00
Total 2,326.00
401-4025 296408 833.00 t0559363 Princess Waring 2,003.00 rent 1,611.00 3,222.00 0.00 10/15/2020 10/14/2021 0.00
tech 95.00
valet 30.00
Total 1,736.00
401-4026 296404 724.00 t0384538 Jasmine Richmond 1,746.00 trash 30.00 0.00 0.00 09/21/2017 09/20/2021 0.00
tech 95.00
rent 1,454.00
Total 1,579.00
401-4027 296407 833.00 t0520849 Cynthia Cummings 2,063.00 rent 1,691.00 0.00 0.00 01/17/2020 04/16/2021 0.00
tech 95.00
valet 30.00
Total 1,816.00
401-4028 296411 1,064.00 t0338519 Toya Buchanan 2,144.00 cable 95.00 0.00 0.00 09/30/2015 12/18/2021 0.00
rent 1,856.00
valet 30.00
concothr -63.00
Total 1,918.00
401-4029 296404 724.00 t0502945 Kareem Adebisi 1,711.00 tech 95.00 0.00 0.00 09/23/2019 09/22/2021 0.00
valet 30.00
rent 1,416.00
insrent 11.00
Total 1,552.00

Page 13 of 62

1/20/2021 12:50 PM
Rent Roll with Lease Charges
Century Summerfield (centsum)
As Of = 01/19/2021
Month Year = 12/2020
Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
401-4030 296404 724.00 t0577311 Adriane Taylor 1,736.00 rent 1,557.00 778.50 0.00 12/23/2020 12/22/2021 0.00
tech 95.00
valet 30.00
Total 1,682.00
401-4031 296404 724.00 t0446152 Shauntese Cowan 1,711.00 trash 30.00 500.00 0.00 07/13/2018 08/31/2021 0.00
tech 95.00
rent 1,415.00
Total 1,540.00
401-4032 296412 1,071.00 t0338522 Byron Davis 2,177.00 trash 30.00 0.00 0.00 04/28/2016 07/31/2021 -2,150.00
cable 95.00
rent 1,816.00
Total 1,941.00
401-4033 296404 724.00 t0553173 Jazmin Fields 1,711.00 rent 1,472.00 0.00 0.00 08/28/2020 08/27/2021 -0.76
valet 30.00
tech 95.00
Total 1,597.00
401-4034 296404 724.00 t0501600 Jessica Heath 1,711.00 tech 95.00 0.00 0.00 09/10/2019 10/09/2021 0.00
valet 30.00
llock 29.00
rent 1,422.00
Total 1,576.00
401-4035 296404 724.00 t0505151 John Wallace 1,711.00 rent 1,409.00 0.00 0.00 09/27/2019 09/26/2020 8.87
valet 30.00
tech 95.00
insrent 11.00
Total 1,545.00
401-4036 296404 724.00 t0415863 Stacy Hampton 1,711.00 cable 95.00 0.00 0.00 12/28/2017 12/27/2021 0.00
valet 30.00
rent 1,495.00
insrent 11.00
Total 1,631.00
410-1073 296418 1,166.00 t0450216 Gloria Green 2,356.00 trash 30.00 500.00 0.00 09/30/2018 04/28/2021 -0.29
cable 95.00
rent 2,321.00
Total 2,446.00

Page 14 of 62

1/20/2021 12:50 PM
Rent Roll with Lease Charges
Century Summerfield (centsum)
As Of = 01/19/2021
Month Year = 12/2020
Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
410-1074 296418 1,166.00 t0338211 Banyon Vassar 2,306.00 trash 30.00 0.00 0.00 03/18/2015 08/01/2021 0.00
cable 95.00
rent 2,028.00
Total 2,153.00
410-1075 296423 1,291.00 t0471162 Courtney Hodge 2,476.00 trash 30.00 919.50 0.00 02/08/2019 03/07/2021 0.00
cable 95.00
rent 1,875.00
Total 2,000.00
410-1076 296404 724.00 t0549763 Nia Mccrae 1,701.00 rent 1,482.00 741.00 0.00 07/24/2020 07/23/2021 0.00
tech 95.00
valet 30.00
Total 1,607.00
410-1077 296423 1,291.00 t0514554 Aliyah Smith 2,526.00 tech 95.00 0.00 0.00 01/23/2020 02/22/2022 1,000.00
valet 30.00
rent 1,719.00
Total 1,844.00
410-1078 296404 724.00 VACANT VACANT 1,701.00 0.00 0.00 0.00 0.00
Total 0.00
410-1079 296422 1,275.00 t0368857 Michael Jones 2,496.00 tech 95.00 0.00 0.00 09/21/2017 11/20/2021 0.00
rent 1,997.00
valet 30.00
concothr -77.00
Total 2,045.00
410-1080 296404 724.00 t0418136 Shirley Parker 1,726.00 trash 30.00 0.00 0.00 02/10/2018 02/09/2021 02/09/2021 0.00
tech 95.00
rent 1,467.00
Total 1,592.00
410-1081 296422 1,275.00 t0425644 Gloria Bizzell 2,496.00 trash 30.00 500.00 0.00 04/05/2018 05/04/2021 0.00
cable 95.00
rent 1,973.00
Total 2,098.00
410-1082 296406 766.00 t0384287 Darnnella Adams 1,800.00 trash 30.00 0.00 0.00 07/22/2017 08/21/2021 220.00
cable 95.00
rent 1,446.00
Total 1,571.00

Page 15 of 62

1/20/2021 12:50 PM
Rent Roll with Lease Charges
Century Summerfield (centsum)
As Of = 01/19/2021
Month Year = 12/2020
Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
410-1083 296422 1,275.00 t0551754 Brent Mcbride 2,446.00 rent 1,953.00 976.50 0.00 08/05/2020 08/04/2021 0.00
tech 95.00
valet 30.00
Total 2,078.00
410-1084 296421 1,188.00 t0549886 Natchanun Suwannawong 2,302.00 rent 1,849.00 924.50 0.00 07/24/2020 07/23/2021 0.00
tech 95.00
valet 30.00
Total 1,974.00
410-1085 296422 1,275.00 t0552530 Robert Davis 2,521.00 rent 2,028.00 0.00 0.00 08/07/2020 08/06/2021 2,326.97
tech 95.00
valet 30.00
insrent 11.00
Total 2,164.00
410-1086 296418 1,166.00 t0559420 Kristopher Francois 2,281.00 rent 1,914.00 957.00 0.00 09/15/2020 09/14/2021 6,571.68
tech 95.00
valet 30.00
parking 50.00
Total 2,089.00
410-1087 296412 1,071.00 t0531035 Jacen Vaughan 2,107.00 rent 1,795.00 500.00 0.00 03/14/2020 03/13/2021 0.00
tech 95.00
valet 30.00
parking 50.00
storage 60.00
Total 2,030.00
410-1088 296414 1,083.00 t0473931 Terrika White 2,115.00 trash 30.00 500.00 0.00 03/01/2019 04/30/2021 0.00
rent 1,599.00
tech 95.00
Total 1,724.00
410-1089 296415 1,129.00 t0476390 Angel Brown 2,367.00 trash 30.00 500.00 0.00 03/08/2019 03/07/2021 0.00
tech 95.00
insrent 11.00
rent 1,729.00
Total 1,865.00
410-1090 296404 724.00 VACANT VACANT 1,701.00 0.00 0.00 0.00 0.00
Total 0.00

Page 16 of 62

1/20/2021 12:50 PM
Rent Roll with Lease Charges
Century Summerfield (centsum)
As Of = 01/19/2021
Month Year = 12/2020
Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
410-1091 296404 724.00 t0454376 Rayon Fulton 1,726.00 cable 95.00 500.00 0.00 09/01/2018 07/31/2021 0.00
rent 1,471.00
valet 30.00
Total 1,596.00
410-1092 296412 1,071.00 t0338229 Samantha Washington 2,167.00 trash 30.00 0.00 0.00 09/24/2014 02/28/2021 0.00
storage 35.00
cable 95.00
rent 1,764.00
Total 1,924.00
410-1093 296412 1,071.00 t0338230 Edwydean Allen 2,167.00 trash 30.00 0.00 0.00 10/31/2013 09/30/2020 0.00
storage 35.00
storage 35.00
parking 50.00
cable 95.00
insrent 11.00
llock 29.00
rent 1,764.00
Total 2,049.00
410-1094 296412 1,071.00 t0577491 Blaise Mofor 2,167.00 rent 1,743.00 1,743.00 0.00 12/23/2020 12/22/2021 0.01
tech 95.00
valet 30.00
Total 1,868.00
410-1095 296416 1,159.00 t0551589 Erica Johnson 2,293.00 rent 1,833.00 916.50 0.00 07/24/2020 07/23/2021 0.00
tech 95.00
valet 30.00
Total 1,958.00
410-1096 296416 1,159.00 VACANT VACANT 2,293.00 0.00 0.00 0.00 0.00
Total 0.00
410-2073 296418 1,166.00 VACANT VACANT 2,251.00 0.00 0.00 0.00 0.00
Total 0.00
410-2074 296418 1,166.00 t0556694 Roberto Adams 2,251.00 rent 1,879.00 3,758.00 0.00 08/26/2020 08/25/2021 890.66
valet 30.00
tech 95.00
parking 50.00
insrent 11.00

Page 17 of 62

1/20/2021 12:50 PM
Rent Roll with Lease Charges
Century Summerfield (centsum)
As Of = 01/19/2021
Month Year = 12/2020
Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
Pet 40.00
Total 2,105.00
410-2076 296404 724.00 t0506906 Gail Marshall 1,671.00 tech 95.00 0.00 0.00 11/11/2019 12/10/2021 0.00
valet 30.00
llock 29.00
rent 1,498.00
concothr -130.00
Total 1,522.00
410-2078 296404 724.00 t0361333 Denyse Watson 1,671.00 trash 30.00 200.00 0.00 03/31/2017 07/31/2021 2,265.41
cable 95.00
rent 1,446.00
Total 1,571.00
410-2080 296404 724.00 t0338237 Tiffany Gray 1,696.00 trash 30.00 0.00 0.00 11/01/2014 05/16/2021 -11.00
cable 95.00
rent 1,571.00
Total 1,696.00
410-2082 296406 766.00 t0387728 Ronald Coleman 1,805.00 trash 30.00 0.00 0.00 08/09/2017 08/08/2021 4.97
parking 50.00
parking 50.00
parking 50.00
tech 95.00
rent 1,580.00
insrent 11.00
Total 1,866.00
410-2084 296421 1,188.00 VACANT VACANT 2,322.00 0.00 0.00 0.00 0.00
Total 0.00
410-2086 296418 1,166.00 t0338843 Satinka Shine 2,251.00 pet 40.00 0.00 0.00 08/24/2016 11/23/2021 0.00
trash 30.00
insrent 11.00
cable 95.00
rent 1,876.00
Total 2,052.00
410-2087 296412 1,071.00 t0494177 Gwendolyn Peevy 2,112.00 rent 1,597.00 500.00 0.00 08/27/2019 09/26/2020 0.00
cable 95.00
trash 30.00
insrent 11.00

Page 18 of 62

1/20/2021 12:50 PM
Rent Roll with Lease Charges
Century Summerfield (centsum)
As Of = 01/19/2021
Month Year = 12/2020
Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
Total 1,733.00
410-2088 296414 1,083.00 t0460008 Lynette Harris 2,085.00 trash 30.00 500.00 0.00 11/09/2018 12/08/2020 0.00
tech 95.00
rent 1,842.00
Total 1,967.00
410-2089 296415 1,129.00 t0352825 Nikeshia Murdaugh 2,262.00 tech 95.00 0.00 0.00 11/05/2016 12/04/2021 0.00
valet 30.00
rent 1,780.00
concothr -60.00
Total 1,845.00
410-2090 296404 724.00 t0338243 James Robert Goode 1,671.00 trash 30.00 0.00 0.00 02/10/2016 06/07/2021 0.00
cable 95.00
rent 1,512.00
Total 1,637.00
410-2091 296404 724.00 t0513370 Enora Moss 1,696.00 tech 95.00 500.00 0.00 01/13/2020 01/12/2022 0.00
valet 30.00
rent 1,455.00
concothr -49.00
Total 1,531.00
410-2092 296412 1,071.00 t0433645 Deanna Faison 2,137.00 trash 30.00 876.00 0.00 04/17/2018 06/16/2021 0.00
cable 95.00
rent 1,859.00
Total 1,984.00
410-2093 296412 1,071.00 t0556691 Helen Johnson 2,137.00 tech 95.00 0.00 0.00 09/04/2020 09/03/2021 3,147.71
valet 30.00
rent 1,809.00
Total 1,934.00
410-2094 296412 1,071.00 t0479669 Tiffany Johnson- Seldon 2,212.00 trash 30.00 0.00 0.00 05/15/2019 07/14/2021 0.00
cable 95.00
rent 1,790.00
Total 1,915.00
410-2095 296416 1,159.00 t0544382 Trevon Keene 2,238.00 tech 95.00 500.00 0.00 06/06/2020 06/05/2021 -106.41
valet 30.00
rent 1,858.00
Total 1,983.00

Page 19 of 62

1/20/2021 12:50 PM
Rent Roll with Lease Charges
Century Summerfield (centsum)
As Of = 01/19/2021
Month Year = 12/2020
Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
410-2096 296416 1,159.00 t0506855 Channing James 2,338.00 tech 95.00 200.00 0.00 10/04/2019 11/03/2021 0.00
valet 30.00
parking 50.00
rent 1,757.00
concothr -68.00
Total 1,864.00
410-3073 296418 1,166.00 t0338844 Ebonierose Wade 2,261.00 trash 30.00 0.00 0.00 08/19/2016 08/18/2021 -33.00
cable 95.00
parking 50.00
rent 1,782.00
Total 1,957.00
410-3074 296418 1,166.00 t0560262 Ronald Travers Jr 2,286.00 rent 1,964.00 0.00 0.00 10/05/2020 10/04/2021 604.99
tech 95.00
valet 30.00
Total 2,089.00
410-3075 296402 675.00 t0489865 Parvinsada Zafarani 1,553.00 trash 30.00 0.00 0.00 06/04/2019 07/03/2021 0.00
llock 29.00
tech 95.00
rent 1,375.00
Total 1,529.00
410-3076 296404 724.00 t0469709 Crystal Blount 1,706.00 trash 30.00 0.00 0.00 01/18/2019 01/17/2021 0.00
tech 95.00
empoffex -1,563.00
rent 1,563.00
Total 125.00
410-3077 296402 675.00 t0517714 Bryce Tidwell 1,553.00 tech 95.00 677.50 0.00 12/20/2019 12/19/2021 0.00
valet 30.00
rent 1,402.00
Total 1,527.00
410-3078 296404 724.00 VACANT VACANT 1,681.00 0.00 0.00 0.00 0.00
Total 0.00
410-3079 296401 659.00 t0338256 Jasmine Woods 1,517.00 trash 30.00 0.00 0.00 10/29/2011 01/14/2022 0.00
cable 95.00
rent 1,520.00
concothr -32.00

Page 20 of 62

1/20/2021 12:50 PM
Rent Roll with Lease Charges
Century Summerfield (centsum)
As Of = 01/19/2021
Month Year = 12/2020
Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
Total 1,613.00
410-3080 296404 724.00 t0500487 Leah Pearson 1,706.00 tech 95.00 0.00 0.00 11/06/2019 12/05/2021 0.00
valet 30.00
llock 29.00
rent 1,455.00
concothr -49.00
Total 1,560.00
410-3081 296401 659.00 VACANT VACANT 1,517.00 0.00 0.00 0.00 0.00
Total 0.00
410-3082 296406 766.00 t0529708 Jillian Brown 1,815.00 rent 1,605.00 500.00 0.00 04/22/2020 04/21/2021 0.00
tech 95.00
valet 30.00
pet 40.00
Total 1,770.00
410-3083 296401 659.00 t0482020 Kiera Grant 1,517.00 trash 30.00 0.00 0.00 04/26/2019 05/25/2021 0.00
tech 95.00
rent 1,368.00
Total 1,493.00
410-3084 296421 1,188.00 t0521257 Sulaiman Samura 2,332.00 rent 1,607.00 803.50 0.00 01/25/2020 01/24/2021 0.00
tech 95.00
valet 30.00
Total 1,732.00
410-3085 296401 659.00 VACANT VACANT 1,517.00 0.00 0.00 0.00 0.00
Total 0.00
410-3086 296418 1,166.00 t0414942 Renee Nichols 2,261.00 cable 95.00 0.00 0.00 12/01/2017 03/31/2021 0.00
rent 2,203.00
valet 30.00
concothr -421.00
Total 1,907.00
410-3087 296412 1,071.00 t0549316 Dwayne Boger 2,122.00 rent 1,744.00 872.00 0.00 07/13/2020 07/12/2021 0.00
tech 95.00
valet 30.00
Total 1,869.00
410-3088 296414 1,083.00 t0338265 Michael McGee 2,095.00 trash 30.00 0.00 0.00 04/18/2011 01/18/2021 0.00

Page 21 of 62

1/20/2021 12:50 PM
Rent Roll with Lease Charges
Century Summerfield (centsum)
As Of = 01/19/2021
Month Year = 12/2020
Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
storage 85.00
cable 95.00
rent 1,788.00
insrent 11.00
storage 60.00
Total 2,069.00
410-3089 296415 1,129.00 t0492779 Corey Singleton 2,272.00 cable 95.00 0.00 0.00 08/12/2019 09/11/2021 -0.27
trash 30.00
llock 29.00
rent 1,773.00
Total 1,927.00
410-3090 296404 724.00 t0485516 Christopher Pressley 1,706.00 trash 30.00 0.00 0.00 06/01/2019 06/30/2021 0.00
insrent 11.00
cable 95.00
rent 1,547.00
concothr -131.00
Total 1,552.00
410-3091 296404 724.00 t0488754 Christopher Legrand 1,706.00 trash 30.00 500.00 0.00 07/10/2019 08/09/2021 0.00
cable 95.00
rent 1,518.00
Total 1,643.00
410-3092 296412 1,071.00 t0492228 Vida Haynes 2,147.00 rent 1,658.00 0.00 0.00 07/24/2019 08/23/2020 241.08
trash 30.00
llock 29.00
cable 95.00
pet 40.00
Total 1,852.00
410-3093 296412 1,071.00 t0539232 Takiyah Washington 2,147.00 rent 1,834.00 3,668.00 0.00 06/05/2020 06/04/2021 2,088.71
tech 95.00
valet 30.00
Total 1,959.00
410-3094 296412 1,071.00 t0489040 Vicki Smith 2,147.00 tech 95.00 0.00 0.00 09/10/2019 09/09/2021 2,052.51
valet 30.00
insrent 11.00
storage 60.00
rent 1,714.00
Total 1,910.00

Page 22 of 62

1/20/2021 12:50 PM
Rent Roll with Lease Charges
Century Summerfield (centsum)
As Of = 01/19/2021
Month Year = 12/2020
Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
410-3095 296416 1,159.00 t0418116 Euripide Da Silveira 2,273.00 trash 30.00 0.00 0.00 01/18/2018 01/17/2021 19,261.87
cable 95.00
rent 1,652.00
insrent 11.00
Total 1,788.00
410-3096 296416 1,159.00 t0463116 Miesha Foreman 2,273.00 trash 30.00 500.00 0.00 12/30/2018 01/29/2021 01/29/2021 0.00
tech 95.00
rent 1,646.00
parking 50.00
Total 1,821.00
410-4073 296418 1,166.00 t0338274 Edward Gunney 2,271.00 trash 30.00 1,611.00 0.00 12/21/2013 07/09/2021 0.00
cable 95.00
rent 1,838.00
Total 1,963.00
410-4074 296418 1,166.00 t0547015 Najee Talib-Din 2,346.00 rent 1,999.00 0.00 0.00 06/25/2020 06/24/2021 2,968.07
tech 95.00
valet 30.00
parking 50.00
Total 2,174.00
410-4075 296402 675.00 t0539109 Calvin Todman 1,563.00 rent 1,507.00 753.50 0.00 05/15/2020 05/14/2021 0.00
tech 95.00
valet 30.00
Total 1,632.00
410-4076 296404 724.00 t0542442 Ernest Silvers 1,716.00 rent 1,557.00 2,335.50 0.00 08/01/2020 07/31/2021 1,781.24
tech 95.00
valet 30.00
Total 1,682.00
410-4077 296402 675.00 t0470858 Racquel Simpson 1,563.00 insrent 11.00 671.50 0.00 02/15/2019 03/14/2021 7,181.82
tech 95.00
rent 1,384.00
damage 98.30
valet 30.00
Total 1,618.30
410-4078 296404 724.00 t0553234 Ericka Nelson 1,716.00 rent 1,492.00 500.00 0.00 08/07/2020 08/06/2021 0.00
tech 95.00

Page 23 of 62

1/20/2021 12:50 PM
Rent Roll with Lease Charges
Century Summerfield (centsum)
As Of = 01/19/2021
Month Year = 12/2020
Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
valet 30.00
Total 1,617.00
410-4079 296401 659.00 t0464439 Brittney Lancaster 1,527.00 tech 95.00 500.00 0.00 12/04/2018 12/03/2021 -1.37
insrent 11.00
rent 1,411.00
valet 30.00
concothr -48.00
Total 1,499.00
410-4080 296404 724.00 t0433977 Donald Murphy Jr 1,716.00 trash 30.00 500.00 0.00 04/21/2018 06/20/2021 1,958.10
cable 95.00
rent 1,476.00
insrent 11.00
Total 1,612.00
410-4081 296401 659.00 t0526983 Carla Webb 1,527.00 rent 1,325.00 0.00 0.00 03/13/2020 03/12/2021 0.00
tech 95.00
valet 30.00
storage 85.00
Total 1,535.00
410-4082 296406 766.00 t0475628 Rosalyn Villanueva Santos 1,825.00 trash 30.00 0.00 0.00 03/18/2019 04/17/2021 0.00
cable 95.00
rent 1,358.00
Total 1,483.00
410-4083 296401 659.00 t0338283 Dirk Jones 1,527.00 trash 30.00 1,611.00 0.00 01/31/2016 05/23/2021 0.00
cable 95.00
rent 1,477.00
Total 1,602.00
410-4084 296421 1,188.00 t0487530 Cynthia Boni 2,342.00 trash 30.00 0.00 0.00 06/06/2019 06/05/2021 0.00
llock 29.00
cable 95.00
rent 1,843.00
Total 1,997.00
410-4085 296401 659.00 t0547030 Justin Williams 1,527.00 rent 1,485.00 1,485.00 0.00 07/13/2020 07/12/2021 0.00
tech 95.00
valet 30.00
pet 40.00
Total 1,650.00

Page 24 of 62

1/20/2021 12:50 PM
Rent Roll with Lease Charges
Century Summerfield (centsum)
As Of = 01/19/2021
Month Year = 12/2020
Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
410-4086 296418 1,166.00 t0559116 Demetrice Padgett-Paul 2,271.00 rent 1,904.00 500.00 0.00 09/15/2020 09/14/2021 0.00
tech 95.00
valet 30.00
parking 50.00
Total 2,079.00
410-4087 296412 1,071.00 t0541928 Samuel Simms 2,132.00 rent 1,819.00 2,728.50 0.00 07/24/2020 07/23/2021 0.00
tech 95.00
valet 30.00
Total 1,944.00
410-4088 296414 1,083.00 t0578786 James Pildis 2,105.00 rent 1,755.00 500.00 0.00 01/08/2021 01/07/2022 525.00
tech 95.00
valet 30.00
Total 1,880.00
410-4089 296415 1,129.00 t0462219 Florence Nelson 2,257.00 cable 95.00 500.00 0.00 01/03/2019 02/02/2022 0.00
rent 1,684.00
valet 30.00
Total 1,809.00
410-4090 296404 724.00 t0359314 Lovinah Eke 1,691.00 trash 30.00 0.00 0.00 02/20/2017 02/19/2021 0.00
rent 1,432.00
tech 95.00
Total 1,557.00
410-4091 296404 724.00 t0338291 Cherise Wilson 1,716.00 tech 95.00 0.00 0.00 04/24/2013 12/25/2021 0.00
rent 1,591.00
valet 30.00
Total 1,716.00
410-4092 296412 1,071.00 t0552244 Sadaya Murphy 2,132.00 rent 1,754.00 0.00 0.00 08/20/2020 08/19/2021 -535.00
tech 95.00
valet 30.00
Total 1,879.00
410-4093 296412 1,071.00 t0509650 Kendra Wadsworth 2,132.00 tech 95.00 200.00 0.00 11/01/2019 10/31/2021 0.00
valet 30.00
insrent 11.00
rent 1,656.00
Total 1,792.00

Page 25 of 62

1/20/2021 12:50 PM
Rent Roll with Lease Charges
Century Summerfield (centsum)
As Of = 01/19/2021
Month Year = 12/2020
Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
410-4094 296412 1,071.00 t0382085 Alycia Clayton 2,132.00 trash 30.00 0.00 0.00 08/12/2017 08/11/2021 0.00
cable 95.00
storage 35.00
rent 1,746.00
parking 50.00
Total 1,956.00
410-4095 296416 1,159.00 t0552772 Courtney Seaborne 2,258.00 rent 1,682.00 2,523.00 0.00 08/03/2020 08/02/2021 0.00
tech 95.00
valet 30.00
Total 1,807.00
410-4096 296416 1,159.00 t0553506 Kemar Brown 2,258.00 rent 1,798.00 500.00 0.00 08/12/2020 08/11/2021 0.00
tech 95.00
valet 30.00
Total 1,923.00
411-1001 296406 766.00 t0492773 Milan Browne 1,805.00 llock 29.00 0.00 0.00 08/30/2019 08/29/2021 5,231.09
cable 95.00
trash 30.00
rent 1,476.00
insrent 11.00
Total 1,641.00
411-1002 296404 724.00 VACANT VACANT 1,696.00 0.00 0.00 0.00 0.00
Total 0.00
411-1003 296416 1,159.00 t0458761 Karina Alvarez 2,238.00 tech 95.00 500.00 0.00 11/20/2018 11/19/2021 2,005.98
rent 1,806.00
valet 30.00
concothr -69.00
Total 1,862.00
411-1004 296416 1,159.00 t0353669 Reginald Evans 2,288.00 cable 95.00 0.00 0.00 12/04/2016 12/03/2021 0.00
rent 1,908.00
valet 30.00
Total 2,033.00
411-1005 296423 1,291.00 VACANT VACANT 2,521.00 0.00 0.00 0.00 0.00
Total 0.00
411-1006 296423 1,291.00 t0533908 Dante Webster 2,521.00 rent 2,056.00 0.00 0.00 04/24/2020 04/23/2021 3,462.22
tech 95.00

Page 26 of 62

1/20/2021 12:50 PM
Rent Roll with Lease Charges
Century Summerfield (centsum)
As Of = 01/19/2021
Month Year = 12/2020
Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
valet 30.00
Total 2,181.00
411-1007 296422 1,275.00 t0513556 Aime Mbakop 2,491.00 tech 95.00 200.00 0.00 11/08/2019 11/07/2021 0.00
valet 30.00
llock 29.00
rent 1,985.00
concothr -76.00
Total 2,063.00
411-1008 296422 1,275.00 t0509070 Desirae Javois 2,491.00 tech 95.00 0.00 0.00 10/10/2019 08/09/2020 20,194.53
valet 30.00
llock 29.00
insrent 11.00
rent 1,837.00
Total 2,002.00
411-1009 296422 1,275.00 t0458792 Courtney Williams 2,491.00 trash 30.00 500.00 0.00 01/05/2019 03/04/2021 03/04/2021 0.00
tech 95.00
rent 1,660.00
Total 1,785.00
411-1010 296422 1,275.00 t0474568 Sharon Jones 2,491.00 trash 30.00 0.00 0.00 03/15/2019 05/14/2021 3,939.98
pet 40.00
rent 1,684.00
tech 95.00
Total 1,849.00
411-1011 296422 1,275.00 t0509431 Sharon Vollin 2,491.00 tech 95.00 0.00 0.00 11/13/2019 12/12/2021 0.00
valet 30.00
rent 2,053.00
concothr -36.00
Total 2,142.00
411-1012 296422 1,275.00 VACANT VACANT 2,491.00 0.00 0.00 0.00 0.00
Total 0.00
411-1013 296422 1,275.00 t0489041 Brandon Best 2,491.00 trash 30.00 500.00 0.00 07/05/2019 02/04/2021 02/04/2021 0.00
rent 2,145.00
tech 95.00
Total 2,270.00
411-1014 296422 1,275.00 t0545151 Autumn Scott 2,491.00 tech 95.00 1,024.00 0.00 06/12/2020 06/11/2021 0.00

Page 27 of 62

1/20/2021 12:50 PM
Rent Roll with Lease Charges
Century Summerfield (centsum)
As Of = 01/19/2021
Month Year = 12/2020
Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
valet 30.00
rent 1,878.00
Total 2,003.00
411-1015 296426 1,623.00 t0505572 Angela Harvey 3,115.00 valet 30.00 0.00 0.00 09/30/2019 09/29/2021 0.00
tech 95.00
rent 2,177.00
storage 60.00
Total 2,362.00
411-1016 296426 1,623.00 t0528003 Inga Gaskins 3,115.00 rent 2,205.00 2,205.00 0.00 05/01/2020 07/31/2021 0.00
tech 95.00
valet 30.00
Total 2,330.00
411-1017 296422 1,275.00 t0563600 Ming Patten 2,491.00 rent 2,033.00 500.00 0.00 11/24/2020 11/23/2021 -266.73
tech 95.00
valet 30.00
Total 2,158.00
411-1018 296422 1,275.00 t0531016 Darren Lakins 2,491.00 rent 1,995.00 997.50 0.00 03/13/2020 03/12/2021 4.97
tech 95.00
valet 30.00
parking 50.00
insrent 11.00
Total 2,181.00
411-1019 296418 1,166.00 t0462119 Jazmine Turley 2,326.00 trash 30.00 500.00 0.00 02/09/2019 03/08/2021 0.00
cable 95.00
rent 1,720.00
Total 1,845.00
411-1020 296416 1,159.00 t0516664 Kingsley Paul Ukaegbu 2,288.00 rent 1,728.00 200.00 0.00 12/09/2019 03/08/2021 113.04
tech 95.00
valet 30.00
llock 29.00
Total 1,882.00
411-1021 296417 1,159.00 t0437234 Richard Moore 2,348.00 trash 30.00 0.00 0.00 05/16/2018 04/15/2021 0.00
tech 95.00
rent 2,085.00
insrent 11.00
Total 2,221.00

Page 28 of 62

1/20/2021 12:50 PM
Rent Roll with Lease Charges
Century Summerfield (centsum)
As Of = 01/19/2021
Month Year = 12/2020
Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
411-1022 296404 724.00 t0579656 Joseline Walker 1,781.00 rent 1,500.00 1,500.00 0.00 01/12/2021 01/11/2022 0.00
tech 95.00
valet 30.00
Total 1,625.00
411-2001 296406 766.00 t0516972 Kristen Bell 1,790.00 rent 1,449.00 500.00 0.00 02/03/2020 03/02/2021 0.00
tech 95.00
valet 30.00
Total 1,574.00
411-2002 296409 835.00 t0338553 Renata Massenburg 2,038.00 trash 30.00 0.00 0.00 11/28/2012 11/10/2021 0.00
cable 95.00
llock 29.00
rent 1,764.00
Total 1,918.00
411-2003 296416 1,159.00 VACANT VACANT 2,258.00 0.00 0.00 0.00 0.00
Total 0.00
411-2004 296416 1,159.00 t0515741 Milton Ingram 2,238.00 rent 1,656.00 0.00 0.00 12/03/2019 02/02/2022 0.00
tech 95.00
valet 30.00
llock 29.00
Total 1,810.00
411-2019 296418 1,166.00 t0338556 Melissa Weir 2,261.00 trash 30.00 0.00 0.00 01/10/2013 08/30/2021 124.88
cable 95.00
rent 1,867.00
Total 1,992.00
411-2020 296416 1,159.00 t0338557 Keith Jennings 2,308.00 trash 30.00 1,781.00 0.00 12/01/2013 07/23/2021 9,739.52
tech 95.00
rent 1,847.00
Total 1,972.00
411-2021 296417 1,159.00 VACANT VACANT 2,318.00 0.00 0.00 0.00 0.00
Total 0.00
411-2022 296404 724.00 t0481661 Natasha Evans 1,646.00 trash 30.00 0.00 0.00 05/02/2019 06/30/2021 0.00
tech 95.00
rent 1,415.00
Total 1,540.00

Page 29 of 62

1/20/2021 12:50 PM
Rent Roll with Lease Charges
Century Summerfield (centsum)
As Of = 01/19/2021
Month Year = 12/2020
Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
411-3001 296406 766.00 t0338560 Quentin Currie 1,810.00 trash 30.00 0.00 0.00 10/22/2011 07/18/2021 0.00
tech 95.00
rent 1,600.00
Total 1,725.00
411-3002 296409 835.00 VACANT VACANT 2,048.00 0.00 0.00 0.00 0.00
Total 0.00
411-3003 296416 1,159.00 t0435462 Torri Wise 2,268.00 trash 30.00 0.00 0.00 06/05/2018 07/04/2021 0.00
cable 95.00
rent 1,751.00
Total 1,876.00
411-3004 296416 1,159.00 t0508536 Vincent Sims 2,283.00 tech 95.00 0.00 0.00 12/12/2019 01/11/2022 0.00
valet 30.00
llock 29.00
parking 50.00
rent 1,769.00
concothr -60.00
Total 1,913.00
411-3005 296402 675.00 t0338870 Mario Oliver 1,573.00 trash 30.00 0.00 0.00 07/31/2016 07/30/2021 -0.50
tech 95.00
rent 1,468.00
Total 1,593.00
411-3006 296402 675.00 VACANT VACANT 1,573.00 0.00 0.00 0.00 0.00
Total 0.00
411-3007 296401 659.00 VACANT VACANT 1,537.00 0.00 0.00 0.00 0.00
Total 0.00
411-3008 296401 659.00 t0338567 Molex Simeus 1,537.00 trash 30.00 0.00 0.00 12/26/2014 02/17/2021 0.00
cable 95.00
rent 1,347.00
Total 1,472.00
411-3009 296401 659.00 t0526281 Jackelyne Miranda- Guzman 1,537.00 rent 1,399.00 500.00 0.00 04/06/2020 04/05/2021 0.00
tech 95.00
valet 30.00
Total 1,524.00

Page 30 of 62

1/20/2021 12:50 PM
Rent Roll with Lease Charges
Century Summerfield (centsum)
As Of = 01/19/2021
Month Year = 12/2020
Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
411-3010 296401 659.00 t0537343 Garry Green 1,537.00 rent 1,495.00 2,434.51 0.00 05/02/2020 05/01/2021 0.00
tech 95.00
valet 30.00
Total 1,620.00
411-3011 296401 659.00 t0469694 Dandre Morrison 1,537.00 trash 30.00 500.00 0.00 03/12/2019 04/11/2021 0.00
cable 95.00
rent 1,398.00
Total 1,523.00
411-3012 296401 659.00 t0519932 Renard Mcdaniel 1,537.00 rent 1,311.00 0.00 0.00 12/20/2019 01/19/2022 -0.28
tech 95.00
valet 30.00
llock 29.00
Total 1,465.00
411-3013 296401 659.00 t0380756 Brent Chance 1,537.00 trash 30.00 0.00 0.00 06/30/2017 05/29/2021 -0.39
parking 50.00
cable 95.00
rent 1,426.00
Total 1,601.00
411-3014 296401 659.00 VACANT VACANT 1,537.00 0.00 0.00 0.00 0.00
Total 0.00
411-3015 296410 838.00 t0565269 Tailer Speight 2,039.00 rent 1,499.00 0.00 0.00 10/14/2020 10/13/2021 -4.42
tech 95.00
valet 30.00
Total 1,624.00
411-3016 296410 838.00 t0549510 Marvin Turley 1,949.00 rent 1,679.00 500.00 0.00 07/28/2020 07/27/2021 -1,926.58
valet 30.00
tech 95.00
Total 1,804.00
411-3017 296401 659.00 t0338576 Wayne Mines Jr 1,662.00 trash 30.00 0.00 0.00 11/09/2015 04/19/2021 0.00
rent 1,575.00
tech 95.00
Total 1,700.00
411-3018 296401 659.00 t0494071 Sherie Boyd 1,517.00 trash 30.00 0.00 0.00 08/16/2019 09/15/2021 0.00
cable 95.00
llock 29.00

Page 31 of 62

1/20/2021 12:50 PM

Rent Roll with Lease Charges

Century Summerfield (centsum)

As Of = 01/19/2021

Month Year = 12/2020

Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
rent 1,375.00
parking 75.00
Total 1,604.00
411-3019 296418 1,166.00 t0561219 Linnis Wallace 2,291.00 rent 1,924.00 500.00 0.00 09/22/2020 09/21/2021 0.00
tech 95.00
valet 30.00
storage 35.00
Total 2,084.00
411-3020 296416 1,159.00 t0496883 Donique Morgan 2,368.00 tech 95.00 0.00 0.00 09/20/2019 10/19/2020 0.00
valet 30.00
rent 1,792.00
Total 1,917.00
411-3021 296417 1,159.00 t0338585 Bernice Douglas 2,328.00 trash 30.00 1,791.00 0.00 05/20/2016 09/01/2021 0.00
cable 95.00
rent 1,852.00
Total 1,977.00
411-3022 296404 724.00 t0560706 Davone Brown 1,681.00 rent 1,467.00 733.50 0.00 10/01/2020 09/30/2021 0.00
tech 95.00
valet 30.00
Total 1,592.00
411-4001 296406 766.00 t0572945 David Fitzgerald 1,810.00 rent 1,577.00 0.00 0.00 12/01/2020 11/30/2021 0.00
tech 95.00
valet 30.00
Total 1,702.00
411-4002 296409 835.00 t0541542 Eniola Johnson 2,083.00 rent 1,675.00 0.00 0.00 06/06/2020 06/05/2021 0.00
tech 95.00
valet 30.00
empoffex -837.50
Total 962.50
411-4003 296416 1,159.00 t0550918 Lakisha Turner 2,263.00 rent 1,803.00 2,704.50 0.00 08/03/2020 08/02/2021 0.00
tech 95.00
valet 30.00
Total 1,928.00
411-4004 296416 1,159.00 t0457704 Shawndra Walton 2,278.00 trash 30.00 500.00 0.00 10/11/2018 05/10/2021 0.00
parking 50.00

Page 32 of 62

1/20/2021 12:50 PM

Rent Roll with Lease Charges

Century Summerfield (centsum)

As Of = 01/19/2021

Month Year = 12/2020

Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
rent 1,914.00
tech 95.00
Total 2,089.00
411-4005 296402 675.00 t0338591 Melvin Stallings Jr 1,583.00 trash 30.00 1,370.00 0.00 11/12/2011 07/23/2021 8.87
storage 60.00
tech 95.00
storage 35.00
rent 1,518.00
insrent 11.00
Total 1,749.00
411-4006 296402 675.00 t0500013 Kristie Billups 1,583.00 tech 95.00 500.00 0.00 11/06/2019 03/05/2021 03/05/2021 0.00
valet 30.00
rent 1,782.00
concothr -405.00
Total 1,502.00
411-4007 296401 659.00 t0406770 Joseph Davis 1,547.00 trash 30.00 0.00 0.00 10/10/2017 12/09/2021 02/28/2021 0.00
tech 95.00
rent 1,516.00
insrent 11.00
Total 1,652.00
411-4008 296401 659.00 t0338593 Teresa Bethea 1,547.00 cable 95.00 0.00 0.00 08/22/2014 10/30/2021 0.00
rent 1,428.00
valet 30.00
Total 1,553.00
411-4009 296401 659.00 t0344894 Erin Jones 1,547.00 trash 30.00 0.00 0.00 09/23/2016 09/22/2021 0.00
cable 95.00
rent 1,466.00
Total 1,591.00
411-4010 296401 659.00 t0420839 Jasmine Fassett 1,547.00 trash 30.00 0.00 0.00 03/08/2018 03/07/2021 0.00
cable 95.00
rent 1,404.00
Total 1,529.00
411-4011 296401 659.00 t0553288 Damolica Dobbins 1,547.00 rent 1,387.00 500.00 0.00 08/06/2020 08/05/2021 0.00
tech 95.00
valet 30.00
Total 1,512.00

Page 33 of 62

1/20/2021 12:50 PM

Rent Roll with Lease Charges

Century Summerfield (centsum)

As Of = 01/19/2021

Month Year = 12/2020

Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
411-4012 296401 659.00 t0338873 Shalena Heard 1,547.00 trash 30.00 0.00 0.00 08/01/2016 07/31/2021 0.00
rent 1,435.00
tech 95.00
Total 1,560.00
411-4013 296401 659.00 t0476583 Dziko Greene 1,547.00 trash 30.00 0.00 0.00 04/18/2019 05/17/2021 0.00
cable 95.00
rent 1,409.00
Total 1,534.00
411-4014 296401 659.00 VACANT VACANT 1,547.00 0.00 0.00 0.00 0.00
Total 0.00
411-4015 296410 838.00 VACANT VACANT 2,049.00 0.00 0.00 0.00 0.00
Total 0.00
411-4016 296410 838.00 t0338601 Theresa Taylor 1,999.00 trash 30.00 1,525.00 0.00 03/09/2012 01/31/2021 0.00
tech 95.00
rent 1,839.00
Total 1,964.00
411-4017 296401 659.00 t0455670 LaCretia Brockington 1,547.00 trash 30.00 662.00 0.00 09/12/2018 07/11/2021 0.00
cable 95.00
rent 1,452.00
concothr -28.00
Total 1,549.00
411-4018 296401 659.00 t0525536 Sarda Smith 1,547.00 rent 1,369.00 1,169.00 0.00 04/17/2020 05/16/2021 0.00
tech 95.00
valet 30.00
insrent 11.00
Total 1,505.00
411-4019 296418 1,166.00 t0418157 Obinna Herberts-Nwaehihe 2,336.00 trash 30.00 0.00 0.00 02/01/2018 02/28/2022 13,353.70
cable 95.00
rent 1,654.00
Total 1,779.00
411-4020 296416 1,159.00 t0338605 Gordon Davis 2,308.00 trash 30.00 0.00 0.00 06/26/2015 09/28/2021 0.00
parking 50.00
parking 50.00
cable 95.00

Page 34 of 62

1/20/2021 12:50 PM

Rent Roll with Lease Charges

Century Summerfield (centsum)

As Of = 01/19/2021

Month Year = 12/2020

Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
parking 50.00
rent 1,904.00
insrent 11.00
Total 2,190.00
411-4021 296417 1,159.00 t0417382 Rayneka Grant 2,338.00 cable 95.00 0.00 0.00 12/12/2017 12/11/2021 0.00
parking 50.00
rent 2,032.00
valet 30.00
concothr -69.00
Total 2,138.00
411-4022 296404 724.00 t0511232 Sieanna Seward 1,736.00 rent 1,497.00 715.50 0.00 01/30/2020 01/29/2021 0.00
valet 30.00
tech 95.00
Total 1,622.00
420-1097 296416 1,159.00 VACANT VACANT 2,268.00 0.00 0.00 0.00 0.00
Total 0.00
420-1098 296416 1,159.00 t0497804 David Hamilton 2,268.00 trash 30.00 0.00 0.00 08/28/2019 09/27/2021 0.00
cable 95.00
llock 29.00
rent 1,692.00
parking 50.00
Total 1,896.00
420-1099 296412 1,071.00 t0456886 Lesley Long 2,142.00 tech 95.00 500.00 0.00 10/27/2018 11/26/2021 -68.00
valet 30.00
rent 1,760.00
concothr -68.00
Total 1,817.00
420-1100 296412 1,071.00 t0490239 Daniele Jeffcoat 2,142.00 trash 30.00 0.00 0.00 06/27/2019 08/26/2021 0.00
llock 29.00
cable 95.00
rent 1,796.00
parking 50.00
Total 2,000.00
420-1101 296404 724.00 t0552516 Candice Coleman 1,726.00 rent 1,502.00 751.00 0.00 08/24/2020 08/23/2021 1,618.61
tech 95.00
valet 30.00

1/20/2021 12:50 PM

Page 35 of 62

Rent Roll with Lease Charges

Century Summerfield (centsum)

As Of = 01/19/2021

Month Year = 12/2020

Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
Total 1,627.00
420-1102 296404 724.00 t0364578 Joan Monplaisir 1,726.00 trash 30.00 200.00 0.00 04/22/2017 05/21/2021 0.00
cable 95.00
rent 1,573.00
Total 1,698.00
420-1103 296412 1,071.00 t0519915 Donovan Bell 2,217.00 rent 1,773.00 0.00 0.00 12/20/2019 01/19/2021 12,047.38
tech 95.00
valet 30.00
insrent 11.00
Total 1,909.00
420-1104 296412 1,071.00 VACANT VACANT 2,142.00 0.00 0.00 0.00 0.00
Total 0.00
420-2097 296416 1,159.00 t0466528 Omar Waqas 2,238.00 trash 30.00 791.50 0.00 01/05/2019 05/04/2021 0.00
tech 95.00
rent 1,583.00
Total 1,708.00
420-2098 296416 1,159.00 t0458561 Aurore Michel 2,238.00 trash 30.00 500.00 0.00 10/06/2018 11/05/2021 0.00
tech 95.00
rent 1,792.00
concothr -69.00
Total 1,848.00
420-2099 296412 1,071.00 t0470792 Phyllis Stevens 2,112.00 trash 30.00 500.00 0.00 04/01/2019 05/31/2021 0.00
cable 95.00
rent 1,689.00
Total 1,814.00
420-2100 296412 1,071.00 t0456148 Tanai Smith 2,112.00 trash 30.00 500.00 0.00 11/04/2018 01/03/2022 0.00
cable 95.00
rent 1,719.00
concothr -58.00
Total 1,786.00
420-2101 296404 724.00 t0536379 Lindsay Jackson 1,696.00 rent 1,537.00 0.00 0.00 04/21/2020 04/20/2021 436.20
tech 95.00
valet 30.00
Total 1,662.00

Page 36 of 62

1/20/2021 12:50 PM

Rent Roll with Lease Charges

Century Summerfield (centsum)

As Of = 01/19/2021

Month Year = 12/2020

Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
420-2102 296404 724.00 t0548448 Consuelo Acosta 1,696.00 rent 1,487.00 743.50 0.00 07/22/2020 07/21/2021 -0.76
tech 95.00
valet 30.00
pet 40.00
Total 1,652.00
420-2103 296412 1,071.00 t0516770 Kristina Plummer 2,112.00 tech 95.00 0.00 0.00 01/17/2020 01/16/2022 0.00
valet 30.00
rent 1,677.00
concothr -57.00
Total 1,745.00
420-2104 296412 1,071.00 t0515725 Ariana Jones 2,112.00 tech 95.00 0.00 0.00 12/09/2019 12/08/2021 0.00
valet 30.00
llock 29.00
rent 1,655.00
concothr -56.00
Total 1,753.00
420-3097 296416 1,159.00 t0563041 Norman Lowe 2,248.00 rent 1,843.00 500.00 0.00 10/29/2020 10/28/2021 0.00
valet 30.00
tech 95.00
Total 1,968.00
420-3098 296416 1,159.00 t0564726 Jamia Rountree 2,248.00 rent 1,858.00 0.00 0.00 10/15/2020 10/14/2021 2,004.97
tech 95.00
valet 30.00
insrent 11.00
Total 1,994.00
420-3099 296412 1,071.00 t0549670 Dalonte Taylor 2,197.00 rent 1,819.00 2,728.50 0.00 08/03/2020 08/02/2021 01/21/2021 6,184.50
tech 95.00
valet 30.00
Total 1,944.00
420-3100 296412 1,071.00 t0535241 Ashley Walker 2,122.00 rent 1,799.00 500.00 0.00 04/15/2020 04/14/2021 0.00
tech 95.00
valet 30.00
Total 1,924.00
420-3101 296404 724.00 t0518375 Henry Button Jr 1,706.00 rent 1,368.00 500.00 0.00 01/30/2020 01/29/2021 01/30/2021 0.00
valet 30.00
tech 95.00

Page 37 of 62

1/20/2021 12:50 PM

Rent Roll with Lease Charges

Century Summerfield (centsum)

As Of = 01/19/2021

Month Year = 12/2020

Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
Total 1,493.00
420-3102 296404 724.00 t0471515 Denise Rogers 1,706.00 cable 95.00 710.00 0.00 02/09/2019 02/08/2022 0.00
rent 1,448.00
valet 30.00
Total 1,573.00
420-3103 296412 1,071.00 t0369447 Lisa Robinson 2,147.00 trash 30.00 0.00 0.00 06/17/2017 06/16/2021 65.24
parking 50.00
cable 95.00
rent 1,884.00
Total 2,059.00
420-3104 296412 1,071.00 t0382664 Sherilyn Land 2,147.00 trash 30.00 0.00 0.00 08/26/2017 08/25/2021 0.00
cable 95.00
insrent 11.00
storage 35.00
rent 1,783.00
Total 1,954.00
420-4097 296416 1,159.00 t0476924 Chantelle Evans 2,283.00 trash 30.00 0.00 0.00 04/18/2019 06/17/2021 -0.92
cable 95.00
rent 1,886.00
parking 50.00
Total 2,061.00
420-4098 296416 1,159.00 VACANT VACANT 2,423.00 0.00 0.00 0.00 0.00
Total 0.00
420-4099 296412 1,071.00 t0549975 Aaron Dorsey 2,157.00 rent 1,779.00 0.00 0.00 08/05/2020 08/04/2021 -250.00
tech 95.00
valet 30.00
insrent 11.00
Total 1,915.00
420-4100 296412 1,071.00 t0507435 Arrington Wiggins 2,157.00 tech 95.00 0.00 0.00 10/16/2019 02/15/2021 02/15/2021 0.00
valet 30.00
rent 2,096.00
concothr -350.00
Total 1,871.00
420-4101 296404 724.00 t0556149 Aaron Jones 1,716.00 rent 1,502.00 500.00 0.00 09/22/2020 09/21/2021 0.00
tech 95.00

Page 38 of 62

1/20/2021 12:50 PM

Rent Roll with Lease Charges

Century Summerfield (centsum)

As Of = 01/19/2021

Month Year = 12/2020

Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
valet 30.00
Total 1,627.00
420-4102 296404 724.00 t0510142 Jayah Lamin 1,716.00 tech 95.00 0.00 0.00 10/23/2019 10/22/2021 0.00
valet 30.00
rent 1,410.00
Total 1,535.00
420-4103 296412 1,071.00 t0456891 Brittney Thompson 2,132.00 trash 30.00 500.00 0.00 11/12/2018 01/11/2022 0.00
tech 95.00
rent 1,722.00
concothr -58.00
Total 1,789.00
420-4104 296412 1,071.00 t0439758 Kimberly Lambert 2,132.00 trash 30.00 500.00 0.00 08/03/2018 08/02/2021 203.03
cable 95.00
parking 50.00
rent 1,790.00
Total 1,965.00
430-1105 296416 1,159.00 t0408049 Sandra Dunmore 2,293.00 trash 30.00 0.00 0.00 11/02/2017 12/01/2020 0.00
cable 95.00
insrent 11.00
rent 1,788.00
Total 1,924.00
430-1106 296416 1,159.00 t0403630 Nathan Hyer 2,293.00 trash 30.00 400.00 0.00 09/09/2017 09/08/2021 0.00
pet 40.00
tech 95.00
parking 50.00
rent 1,795.00
Total 2,010.00
430-1107 296412 1,071.00 VACANT VACANT 2,167.00 0.00 0.00 0.00 0.00
Total 0.00
430-1108 296412 1,071.00 t0578721 Mbachi Wanki 2,117.00 rent 1,718.00 500.00 0.00 01/13/2021 01/12/2022 0.00
tech 95.00
valet 30.00
Total 1,843.00
430-1109 296404 724.00 t0446758 Kevin McGill 1,751.00 trash 30.00 500.00 0.00 08/01/2018 08/31/2021 0.00
cable 95.00

Page 39 of 62

1/20/2021 12:50 PM

Rent Roll with Lease Charges

Century Summerfield (centsum)

As Of = 01/19/2021

Month Year = 12/2020

Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
rent 1,418.00
insrent 11.00
Total 1,554.00
430-1110 296404 724.00 t0366260 Cristine Coney 1,676.00 trash 30.00 1,345.00 0.00 05/20/2017 05/19/2021 0.00
cable 95.00
rent 1,453.00
pet 40.00
Total 1,618.00
430-1111 296412 1,071.00 VACANT VACANT 2,307.00 0.00 0.00 0.00 0.00
Total 0.00
430-1112 296412 1,071.00 t0542354 Nikita Thomas 2,167.00 rent 1,854.00 500.00 0.00 06/01/2020 05/31/2021 0.00
tech 95.00
valet 30.00
Total 1,979.00
430-2105 296416 1,159.00 VACANT VACANT 2,263.00 0.00 0.00 0.00 0.00
Total 0.00
430-2106 296416 1,159.00 t0488833 Shayln Young 2,263.00 trash 30.00 500.00 0.00 07/24/2019 08/23/2021 -0.10
cable 95.00
rent 1,771.00
Total 1,896.00
430-2107 296412 1,071.00 t0580708 Romario Williams 2,137.00 rent 1,764.00 1,764.00 0.00 01/14/2021 01/13/2022 0.00
tech 95.00
valet 30.00
Total 1,889.00
430-2108 296412 1,071.00 t0338336 Asanteeli Makundi 2,137.00 trash 30.00 0.00 0.00 05/30/2016 08/20/2021 4,429.09
cable 95.00
llock 29.00
parking 50.00
rent 1,900.00
Total 2,104.00
430-2109 296404 724.00 t0554851 Donna Fox 1,696.00 rent 1,472.00 736.00 0.00 10/12/2020 10/11/2021 8.87
tech 95.00
valet 30.00
storage 35.00
insrent 11.00

Page 40 of 62

1/20/2021 12:50 PM

Rent Roll with Lease Charges

Century Summerfield (centsum)

As Of = 01/19/2021

Month Year = 12/2020

Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
Total 1,643.00
430-2110 296404 724.00 t0572540 Marion Akpan 1,696.00 rent 1,517.00 3,034.00 0.00 12/11/2020 12/10/2021 31.32
tech 95.00
valet 30.00
Total 1,642.00
430-2111 296412 1,071.00 t0352530 Anike Oliver 2,117.00 cable 95.00 0.00 0.00 11/05/2016 11/04/2021 8.87
rent 1,754.00
concothr -67.00
valet 30.00
insrent 11.00
Total 1,823.00
430-2112 296412 1,071.00 t0488642 Darlene Gamble 2,112.00 trash 30.00 0.00 0.00 06/08/2019 07/07/2020 19,181.39
llock 29.00
tech 95.00
rent 1,686.00
insrent 11.00
Total 1,851.00
430-3105 296416 1,159.00 t0498257 Trevin Prince 2,323.00 tech 95.00 0.00 0.00 08/21/2019 09/20/2021 126.41
valet 30.00
insrent 11.00
rent 1,723.00
Total 1,859.00
430-3106 296416 1,159.00 t0338343 Greg Bynum 2,273.00 trash 30.00 0.00 0.00 06/12/2015 03/15/2021 -8.87
rent 1,802.00
tech 95.00
Total 1,927.00
430-3107 296412 1,071.00 t0520280 Robert Fernandez 2,147.00 tech 95.00 0.00 0.00 01/13/2020 10/12/2021 0.00
valet 30.00
llock 29.00
rent 1,872.00
concothr -160.00
Total 1,866.00
430-3108 296412 1,071.00 t0526379 Chakita Jenkins 2,147.00 tech 95.00 0.00 0.00 02/08/2020 05/07/2021 16,640.01
valet 30.00
rent 1,672.00
Total 1,797.00

Page 41 of 62

1/20/2021 12:50 PM

Rent Roll with Lease Charges

Century Summerfield (centsum)

As Of = 01/19/2021

Month Year = 12/2020

Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
430-3109 296404 724.00 t0361810 Johnny Montgomery 1,681.00 trash 30.00 200.00 0.00 02/07/2017 03/06/2021 03/06/2021 0.00
cable 95.00
rent 1,413.00
Total 1,538.00
430-3110 296404 724.00 t0511179 Tanae Black 1,681.00 tech 95.00 500.00 0.00 11/15/2019 11/14/2021 -1,705.40
valet 30.00
rent 1,467.00
Total 1,592.00
430-3111 296412 1,071.00 t0453116 Bryan Smith 2,122.00 trash 30.00 500.00 0.00 08/23/2018 06/22/2021 -371.90
cable 95.00
rent 1,743.00
Total 1,868.00
430-3112 296412 1,071.00 VACANT VACANT 2,122.00 0.00 0.00 0.00 0.00
Total 0.00
430-4105 296416 1,159.00 t0549843 Evan Smith 2,283.00 rent 1,843.00 500.00 0.00 08/10/2020 08/09/2021 0.00
tech 95.00
valet 30.00
pet 100.00
pet 40.00
Total 2,108.00
430-4106 296416 1,159.00 t0437551 Michael Rawlings Jr 2,303.00 trash 30.00 500.00 0.00 05/16/2018 06/30/2021 6,522.75
insrent 11.00
parking 50.00
rent 1,923.00
tech 95.00
Total 2,109.00
430-4107 296412 1,071.00 t0515947 Olaniyi Abioye 2,112.00 rent 1,607.00 0.00 0.00 12/23/2019 12/22/2020 79.70
tech 95.00
valet 30.00
llock 29.00
Total 1,761.00
430-4108 296412 1,071.00 t0368442 David Wills 2,157.00 trash 30.00 0.00 0.00 04/01/2017 04/30/2021 1,120.51
tech 95.00
rent 1,803.00
Total 1,928.00

Page 42 of 62

1/20/2021 12:50 PM

Rent Roll with Lease Charges

Century Summerfield (centsum)

As Of = 01/19/2021

Month Year = 12/2020

Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
430-4109 296404 724.00 t0556263 Leaunteen Barnes 1,691.00 rent 1,467.00 0.00 0.00 08/28/2020 08/27/2021 -3,921.35
valet 30.00
tech 95.00
Total 1,592.00
430-4110 296404 724.00 t0507980 Jasmine Chance 1,691.00 tech 95.00 500.00 0.00 10/14/2019 11/13/2021 -30.00
valet 30.00
rent 1,426.00
concothr -55.00
Total 1,496.00
430-4111 296412 1,071.00 t0554597 Kayla Davis 2,157.00 rent 1,819.00 2,728.50 0.00 08/20/2020 08/19/2021 1,683.12
tech 95.00
valet 30.00
Total 1,944.00
430-4112 296412 1,071.00 t0559403 Glenisha Thomas 2,122.00 rent 1,794.00 500.00 0.00 10/01/2020 09/30/2021 2,061.51
tech 95.00
valet 30.00
Total 1,919.00
440-1113 296418 1,166.00 t0553494 Damia Barnes 2,306.00 rent 1,884.00 500.00 0.00 09/28/2020 09/27/2021 0.00
valet 30.00
tech 95.00
Total 2,009.00
440-1114 296418 1,166.00 t0554575 Lache Wiggins 2,331.00 rent 1,949.00 0.00 0.00 08/17/2020 08/16/2021 0.00
tech 95.00
valet 30.00
Total 2,074.00
440-1115 296404 724.00 t0463115 Chamille Cash 1,726.00 trash 30.00 720.50 0.00 01/09/2019 02/08/2022 -0.21
cable 95.00
rent 1,472.00
Total 1,597.00
440-1116 296403 723.00 t0531873 Marcus Serrano Vigier 1,679.00 rent 1,510.00 500.00 0.00 03/25/2020 03/24/2021 0.00
tech 95.00
valet 30.00
parking 50.00
Total 1,685.00

Page 43 of 62

1/20/2021 12:50 PM

Rent Roll with Lease Charges

Century Summerfield (centsum)

As Of = 01/19/2021

Month Year = 12/2020

Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
440-1117 296412 1,071.00 t0576836 Sharvey Corley 2,242.00 rent 1,784.00 0.00 0.00 12/22/2020 12/21/2021 0.02
tech 95.00
valet 30.00
Total 1,909.00
440-1118 296403 723.00 t0506658 Corey Wilson 1,699.00 tech 95.00 200.00 0.00 10/10/2019 04/09/2021 0.00
valet 30.00
rent 1,555.00
concothr -250.00
insrent 11.00
Total 1,441.00
440-1119 296404 724.00 t0446810 Michael Edgerton 1,726.00 trash 30.00 500.00 0.00 07/20/2018 07/19/2020 0.00
cable 95.00
rent 1,403.00
Total 1,528.00
440-1120 296403 723.00 VACANT VACANT 1,699.00 0.00 0.00 0.00 0.00
Total 0.00
440-1121 296415 1,129.00 t0487268 Rickelle Green 2,292.00 trash 30.00 0.00 0.00 07/18/2019 07/17/2021 46.01
llock 29.00
cable 95.00
insrent 11.00
rent 1,699.00
Total 1,864.00
440-1122 296403 723.00 t0541633 Elizabeth Duncan 1,774.00 rent 1,603.00 0.00 0.00 05/23/2020 05/22/2021 9,379.61
tech 95.00
valet 30.00
insrent 11.00
Total 1,739.00
440-1123 296403 723.00 t0552485 Wilson Starks 1,649.00 rent 1,398.00 500.00 0.00 08/01/2020 07/30/2021 0.00
tech 95.00
valet 30.00
Total 1,523.00
440-1124 296418 1,166.00 t0500612 Patricia Lynch- Epps 2,331.00 tech 95.00 500.00 0.00 10/07/2019 11/06/2021 0.00
valet 30.00
rent 1,772.00
parking 50.00
Total 1,947.00

Page 44 of 62

1/20/2021 12:50 PM

Rent Roll with Lease Charges

Century Summerfield (centsum)

As Of = 01/19/2021

Month Year = 12/2020

Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
440-1125 296404 724.00 t0458326 Shavon Jordan 1,676.00 trash 30.00 500.00 0.00 11/05/2018 12/04/2020 0.00
cable 95.00
rent 1,340.00
Total 1,465.00
440-1126 296412 1,071.00 t0467600 Chelsea Stewart 2,182.00 trash 30.00 852.00 0.00 12/31/2018 04/30/2021 8.87
tech 95.00
rent 1,738.00
Total 1,863.00
440-2113 296418 1,166.00 t0544490 Lakeda Moye 2,276.00 trash 30.00 0.00 0.00 06/01/2020 06/30/2021 1,931.89
insrent 11.00
rent 1,859.00
insrent 11.00
tech 95.00
Total 2,006.00
440-2114 296418 1,166.00 t0338373 Patria Gervacio 2,276.00 trash 30.00 0.00 0.00 07/08/2013 01/31/2022 900.00
cable 95.00
rent 1,954.00
Total 2,079.00
440-2115 296404 724.00 t0497336 Kyla Glover 1,696.00 trash 30.00 500.00 0.00 08/09/2019 08/08/2021 0.00
cable 95.00
rent 1,558.00
Total 1,683.00
440-2116 296403 723.00 t0508568 Darnise Bailey 1,649.00 tech 95.00 0.00 0.00 10/12/2019 11/11/2021 0.00
valet 30.00
rent 1,404.00
concothr -54.00
Total 1,475.00
440-2117 296412 1,071.00 t0521261 Shola Oyerinde 2,137.00 tech 95.00 0.00 0.00 01/18/2020 08/17/2021 0.00
valet 30.00
insrent 11.00
llock 29.00
rent 1,636.00
Total 1,801.00
440-2118 296403 723.00 t0338377 Taura Smith 1,669.00 trash 30.00 0.00 0.00 10/31/2014 05/16/2021 0.00
cable 95.00

Page 45 of 62

1/20/2021 12:50 PM

Rent Roll with Lease Charges

Century Summerfield (centsum)

As Of = 01/19/2021

Month Year = 12/2020

Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
rent 1,568.00
Total 1,693.00
440-2119 296404 724.00 t0478946 Sharon Montague 1,696.00 trash 30.00 0.00 0.00 04/29/2019 06/28/2021 0.00
cable 95.00
rent 1,625.00
Total 1,750.00
440-2120 296403 723.00 t0338379 Antonette Boynes 1,669.00 trash 30.00 0.00 0.00 04/03/2015 08/23/2021 0.00
cable 95.00
rent 1,547.00
Total 1,672.00
440-2121 296415 1,129.00 t0466382 Rodney Allen 2,317.00 trash 30.00 500.00 0.00 12/30/2018 04/29/2021 04/29/2021 0.00
rent 1,741.00
tech 95.00
Total 1,866.00
440-2122 296403 723.00 t0338381 Rachell Scott 1,669.00 trash 30.00 0.00 0.00 08/31/2014 05/15/2021 0.00
storage 35.00
cable 95.00
rent 1,569.00
Total 1,729.00
440-2123 296403 723.00 t0436624 Genesis Turman 1,669.00 trash 30.00 500.00 0.00 07/01/2018 06/29/2021 0.00
cable 95.00
rent 1,406.00
concothr -28.00
Total 1,503.00
440-2124 296418 1,166.00 t0524914 Angel Bulluck 2,276.00 tech 95.00 200.00 0.00 02/22/2020 05/21/2021 2,160.36
valet 30.00
insrent 11.00
rent 1,880.00
Total 2,016.00
440-2125 296404 724.00 t0562672 Crystal Herndon 1,671.00 rent 1,671.00 500.00 0.00 10/30/2020 10/29/2021 -171.26
valet 30.00
tech 95.00
Total 1,796.00
440-2126 296412 1,071.00 t0566748 ShaRiece Pinkston 2,137.00 rent 1,709.00 500.00 0.00 10/30/2020 10/29/2021 0.00
valet 30.00

Page 46 of 62

1/20/2021 12:50 PM

Rent Roll with Lease Charges

Century Summerfield (centsum)

As Of = 01/19/2021

Month Year = 12/2020

Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
tech 95.00
Total 1,834.00
440-3113 296418 1,166.00 t0456851 Nichole Fractious 2,261.00 cable 95.00 500.00 0.00 10/12/2018 11/11/2021 570.00
insrent 11.00
rent 1,931.00
valet 30.00
Total 2,067.00
440-3114 296418 1,166.00 t0575003 Terence Marcelle 2,261.00 rent 1,899.00 2,848.50 0.00 12/11/2020 12/10/2021 27.10
tech 95.00
valet 30.00
pet 40.00
Total 2,064.00
440-3115 296404 724.00 t0561961 Quinyardo Mcclain 1,706.00 rent 1,492.00 746.00 0.00 11/11/2020 11/10/2021 0.00
tech 95.00
valet 30.00
Total 1,617.00
440-3116 296403 723.00 t0501650 Willie Mosley 1,659.00 tech 95.00 0.00 0.00 09/13/2019 10/12/2021 0.00
valet 30.00
llock 29.00
rent 1,422.00
Total 1,576.00
440-3117 296412 1,071.00 t0473634 Kayla Stocks 2,122.00 trash 30.00 500.00 0.00 04/11/2019 06/10/2021 0.00
cable 95.00
rent 1,774.00
Total 1,899.00
440-3118 296403 723.00 t0366869 Quentin Hart 1,679.00 trash 30.00 699.50 0.00 05/20/2017 07/28/2021 0.00
cable 95.00
rent 1,514.00
Total 1,639.00
440-3119 296404 724.00 t0408712 Brittny Barnes 1,661.00 trash 30.00 0.00 0.00 12/02/2017 01/01/2022 0.00
cable 95.00
rent 1,442.00
concothr -49.00
Total 1,518.00
440-3120 296403 723.00 t0438559 Delaney Harris 1,679.00 trash 30.00 2,794.00 0.00 06/19/2018 07/18/2021 0.00

Page 47 of 62

1/20/2021 12:50 PM

Rent Roll with Lease Charges

Century Summerfield (centsum)

As Of = 01/19/2021

Month Year = 12/2020

Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
insrent 11.00
tech 95.00
rent 1,441.00
Total 1,577.00
440-3121 296415 1,129.00 VACANT VACANT 2,247.00 0.00 0.00 0.00 0.00
Total 0.00
440-3122 296403 723.00 t0560242 Aniah Coley 1,679.00 rent 1,488.00 744.00 0.00 09/14/2020 09/13/2021 0.00
tech 95.00
valet 30.00
Total 1,613.00
440-3123 296403 723.00 VACANT VACANT 1,679.00 0.00 0.00 0.00 0.00
Total 0.00
440-3124 296418 1,166.00 t0558303 Lawrence Taylor 2,261.00 rent 1,868.00 0.00 0.00 09/01/2020 04/30/2021 0.00
tech 95.00
valet 30.00
Total 1,993.00
440-3125 296404 724.00 t0509807 Harold Miles 1,706.00 tech 95.00 200.00 0.00 12/14/2019 12/13/2021 4.97
valet 30.00
rent 1,414.00
concothr -48.00
insrent 11.00
Total 1,502.00
440-3126 296412 1,071.00 t0494204 Jasmine Burriss 2,122.00 cable 95.00 0.00 0.00 08/17/2019 09/16/2021 5,087.68
trash 30.00
llock 29.00
rent 1,596.00
Total 1,750.00
440-4113 296418 1,166.00 t0347572 Adrienne McElhaney 2,271.00 trash 30.00 0.00 0.00 10/01/2016 11/30/2021 0.00
cable 95.00
rent 2,022.00
Total 2,147.00
440-4114 296418 1,166.00 t0572635 Lakeysha Davin 2,271.00 rent 1,899.00 0.00 0.00 11/20/2020 11/19/2021 0.00
tech 95.00
valet 30.00
pet 40.00

Page 48 of 62

1/20/2021 12:50 PM

Rent Roll with Lease Charges

Century Summerfield (centsum)

As Of = 01/19/2021

Month Year = 12/2020

Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
Total 2,064.00
440-4115 296404 724.00 t0457346 Krystle McCloney 1,691.00 tech 95.00 650.00 0.00 11/01/2018 11/30/2021 0.00
valet 30.00
rent 1,447.00
concothr -56.00
Total 1,516.00
440-4116 296403 723.00 VACANT VACANT 1,669.00 0.00 0.00 0.00 0.00
Total 0.00
440-4117 296412 1,071.00 t0575542 Anozie Dike 2,132.00 rent 1,650.00 824.97 0.00 12/17/2020 12/16/2021 683.88
tech 95.00
valet 30.00
Total 1,775.00
440-4118 296403 723.00 t0547213 Kelsey Jenkins 1,689.00 rent 1,518.00 500.00 0.00 06/25/2020 06/24/2021 1,496.46
tech 95.00
valet 30.00
insrent 11.00
Total 1,654.00
440-4119 296404 724.00 t0462959 Deneen Robin 1,691.00 cable 95.00 500.00 0.00 01/13/2019 01/12/2022 0.00
rent 1,466.00
valet 30.00
concothr -50.00
Total 1,541.00
440-4120 296403 723.00 t0561837 Joy Greaves 1,689.00 rent 1,498.00 500.00 0.00 09/30/2020 09/29/2021 0.00
valet 30.00
tech 95.00
Total 1,623.00
440-4121 296415 1,129.00 t0535962 Christopher Chapman Jr 2,257.00 rent 1,803.00 901.50 0.00 05/11/2020 05/10/2021 0.73
tech 95.00
valet 30.00
Total 1,928.00
440-4122 296403 723.00 t0510589 Christian Pirnot 1,689.00 tech 95.00 0.00 0.00 10/25/2019 09/24/2021 0.00
valet 30.00
llock 29.00
rent 1,431.00
Total 1,585.00

Page 49 of 62

1/20/2021 12:50 PM

Rent Roll with Lease Charges

Century Summerfield (centsum)

As Of = 01/19/2021

Month Year = 12/2020

Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
440-4123 296403 723.00 t0545109 William Carr 1,689.00 rent 1,518.00 3,036.00 0.00 06/19/2020 06/18/2021 0.00
tech 95.00
valet 30.00
Total 1,643.00
440-4124 296418 1,166.00 t0463398 Andrea Scott 2,271.00 trash 30.00 800.00 0.00 01/11/2019 02/10/2021 02/10/2021 1,947.36
cable 95.00
insrent 11.00
rent 1,667.00
Total 1,803.00
440-4125 296404 724.00 t0469715 Jaclyn Smith 1,716.00 trash 30.00 500.00 0.00 02/08/2019 02/17/2021 0.00
insrent 11.00
cable 95.00
rent 1,369.00
Total 1,505.00
440-4126 296412 1,071.00 t0557269 Timothy Bartley 2,132.00 rent 1,804.00 902.00 0.00 10/07/2020 10/06/2021 0.00
tech 95.00
valet 30.00
Total 1,929.00
441-1046 296418 1,166.00 t0532084 Reani Lewis 2,326.00 rent 2,025.00 0.00 0.00 03/25/2020 03/24/2021 1,566.62
tech 95.00
valet 30.00
storage 60.00
Total 2,210.00
441-1047 296418 1,166.00 MODEL MODEL 2,302.00 0.00 0.00 0.00 0.00
Total 0.00
441-1048 296404 724.00 t0338614 Laura White 1,746.00 trash 30.00 0.00 0.00 12/09/2011 09/10/2021 0.00
parking 50.00
tech 95.00
rent 1,587.00
Total 1,762.00
441-1049 296404 724.00 t0495692 Gustavo Bora 1,746.00 trash 30.00 500.00 0.00 08/02/2019 02/01/2021 02/01/2021 0.00
cable 95.00
rent 1,706.00
Total 1,831.00

Page 50 of 62

1/20/2021 12:50 PM

Rent Roll with Lease Charges

Century Summerfield (centsum)

As Of = 01/19/2021

Month Year = 12/2020

Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
441-1050 296412 1,071.00 t0545591 Keith Willie 2,187.00 rent 1,874.00 3,748.00 0.00 06/25/2020 06/24/2021 6,198.52
tech 95.00
valet 30.00
Total 1,999.00
441-1051 296412 1,071.00 t0404073 Holly Thompson 2,187.00 trash 30.00 1,613.00 0.00 10/28/2017 10/27/2021 -0.24
cable 95.00
insrent 11.00
rent 1,813.00
Total 1,949.00
441-2046 296418 1,166.00 t0464114 Raymond Tucker 2,296.00 cable 95.00 500.00 0.00 12/29/2018 10/31/2021 3.90
rent 1,827.00
pet 40.00
valet 30.00
insrent 11.00
Total 2,003.00
441-2047 296418 1,166.00 t0553595 Jacklyn Reeves 2,296.00 rent 1,874.00 0.00 0.00 08/19/2020 08/18/2021 0.00
tech 95.00
valet 30.00
Total 1,999.00
441-2048 296404 724.00 VACANT VACANT 1,696.00 0.00 0.00 0.00 0.00
Total 0.00
441-2049 296404 724.00 t0536621 Jamaal Carrington 1,716.00 rent 1,477.00 0.00 0.00 05/22/2020 05/21/2021 3,283.30
tech 95.00
valet 30.00
Total 1,602.00
441-2050 296412 1,071.00 t0551349 Mekayla Lee 2,157.00 rent 1,779.00 2,668.50 0.00 07/31/2020 07/30/2021 0.00
valet 30.00
tech 95.00
Total 1,904.00
441-2051 296412 1,071.00 t0341239 Michael Russell 2,157.00 trash 30.00 250.00 0.00 09/15/2016 03/14/2021 -2.51
cable 95.00
rent 1,759.00
Total 1,884.00
441-3046 296418 1,166.00 t0368563 Janinne Stinson 2,306.00 trash 30.00 200.00 0.00 07/21/2017 08/20/2021 0.00
parking 50.00

Page 51 of 62

1/20/2021 12:50 PM

Rent Roll with Lease Charges

Century Summerfield (centsum)

As Of = 01/19/2021

Month Year = 12/2020

Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
cable 95.00
rent 1,777.00
Total 1,952.00
441-3047 296418 1,166.00 t0509069 Denean Brighthaupt 2,306.00 tech 95.00 880.50 0.00 11/22/2019 12/21/2021 0.00
valet 30.00
rent 1,823.00
concothr -62.00
Total 1,886.00
441-3048 296404 724.00 t0472985 Marcella Richardson 1,726.00 trash 30.00 500.00 0.00 03/25/2019 04/24/2021 0.00
cable 95.00
rent 1,573.00
Total 1,698.00
441-3049 296404 724.00 t0548662 Miguel Mcintosh 1,726.00 rent 1,517.00 2,275.00 0.00 07/02/2020 07/01/2021 0.00
tech 95.00
valet 30.00
Total 1,642.00
441-3050 296412 1,071.00 t0518155 Tanisha Watson 2,167.00 tech 95.00 840.50 0.00 12/05/2019 12/04/2020 8.87
valet 30.00
pet 80.00
insrent 11.00
rent 1,681.00
Total 1,897.00
441-3051 296412 1,071.00 t0573945 Donna Berry 2,167.00 rent 1,784.00 500.00 0.00 12/01/2020 11/30/2021 0.00
tech 95.00
valet 30.00
Total 1,909.00
441-4046 296418 1,166.00 t0497799 Gibbons Dyson 2,336.00 tech 95.00 0.00 0.00 10/18/2019 11/17/2021 0.00
valet 30.00
rent 1,821.00
concothr -70.00
Total 1,876.00
441-4047 296418 1,166.00 VACANT VACANT 2,331.00 0.00 0.00 0.00 0.00
Total 0.00
441-4048 296404 724.00 t0415082 Daisy Patterson 1,736.00 tech 95.00 0.00 0.00 12/04/2017 10/03/2021 0.00
storage 135.00

Page 52 of 62

1/20/2021 12:50 PM

Rent Roll with Lease Charges

Century Summerfield (centsum)

As Of = 01/19/2021

Month Year = 12/2020

Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
rent 1,497.00
valet 30.00
Total 1,757.00
441-4049 296404 724.00 t0526676 Bobby Bowden 1,736.00 rent 1,437.00 500.00 0.00 03/21/2020 03/20/2021 0.00
tech 95.00
valet 30.00
parking 50.00
Total 1,612.00
441-4050 296412 1,071.00 t0492229 Ibraheem Majekodunmi 2,177.00 trash 30.00 0.00 0.00 07/19/2019 08/18/2021 0.00
llock 29.00
cable 95.00
rent 1,663.00
Total 1,817.00
441-4051 296412 1,071.00 t0544581 Isha Kargbo 2,177.00 rent 1,864.00 932.00 0.00 06/15/2020 06/14/2021 0.00
tech 95.00
valet 30.00
Total 1,989.00
450-1052 296419 1,170.00 VACANT VACANT 2,304.00 0.00 0.00 0.00 0.00
Total 0.00
450-1053 296416 1,159.00 t0470581 Darlene Wheeler 2,218.00 trash 30.00 500.00 0.00 03/01/2019 06/30/2021 -0.32
cable 95.00
rent 1,755.00
Total 1,880.00
450-1054 296403 723.00 t0573052 Richard Grace 1,654.00 rent 1,498.00 1,498.00 0.00 11/23/2020 11/22/2021 0.00
tech 95.00
valet 30.00
parking 50.00
pet 40.00
Total 1,713.00
450-1055 296404 724.00 t0565419 Christine Awe 1,676.00 rent 1,497.00 2,245.00 0.00 11/04/2020 11/03/2021 0.00
tech 95.00
valet 30.00
Total 1,622.00
450-1056 296413 1,075.00 t0452711 Larry Bailey 2,285.00 trash 30.00 500.00 0.00 08/25/2018 06/24/2021 0.00
cable 95.00

Page 53 of 62

1/20/2021 12:50 PM

Rent Roll with Lease Charges

Century Summerfield (centsum)

As Of = 01/19/2021

Month Year = 12/2020

Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
rent 1,793.00
Total 1,918.00
450-1057 296412 1,071.00 t0576782 Brittany Jones 2,092.00 rent 1,709.00 3,328.24 0.00 01/08/2021 01/07/2022 0.00
tech 95.00
valet 30.00
pet 80.00
Total 1,914.00
450-2052 296419 1,170.00 t0342624 James Thomas 2,259.00 trash 30.00 0.00 0.00 09/03/2016 09/02/2021 0.00
tech 95.00
rent 1,695.00
Total 1,820.00
450-2053 296416 1,159.00 t0338420 Elwood Davis 2,238.00 storage 60.00 1,746.00 0.00 01/30/2008 01/31/2022 0.00
cable 95.00
rent 1,996.00
valet 30.00
Total 2,181.00
450-2054 296408 833.00 t0516767 Morgan Jones 1,993.00 tech 95.00 789.50 0.00 12/11/2019 01/10/2022 0.00
valet 30.00
rent 1,616.00
concothr -35.00
Total 1,706.00
450-2055 296404 724.00 t0385732 Bianca Dade 1,696.00 trash 30.00 0.00 0.00 09/18/2017 03/17/2021 06/30/2021 0.00
cable 95.00
rent 1,557.00
parking 50.00
Total 1,732.00
450-2056 296413 1,075.00 VACANT VACANT 2,100.00 0.00 0.00 0.00 0.00
Total 0.00
450-2057 296412 1,071.00 t0338859 Modestine Montgomery 2,112.00 trash 30.00 1,579.00 0.00 07/31/2016 10/30/2021 0.00
insrent 11.00
cable 95.00
rent 1,732.00
Total 1,868.00
450-2059 296402 675.00 t0338424 Martina Beckum 1,543.00 trash 30.00 0.00 0.00 07/25/2014 01/31/2022 0.00
insrent 11.00

Page 54 of 62

1/20/2021 12:50 PM

Rent Roll with Lease Charges

Century Summerfield (centsum)

As Of = 01/19/2021

Month Year = 12/2020

Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
tech 95.00
rent 1,487.00
llock 29.00
Total 1,652.00
450-3052 296419 1,170.00 t0370893 Theresa Graves 2,269.00 trash 30.00 0.00 0.00 06/07/2017 06/06/2021 0.00
storage 135.00
tech 95.00
rent 1,951.00
Total 2,211.00
450-3053 296416 1,159.00 VACANT VACANT 2,313.00 0.00 0.00 0.00 0.00
Total 0.00
450-3054 296408 833.00 t0558835 Nikiva Minnix 2,003.00 rent 1,591.00 500.00 0.00 09/08/2020 09/07/2021 0.00
tech 95.00
valet 30.00
Total 1,716.00
450-3055 296404 724.00 t0387971 Blair Williams 1,706.00 pet 40.00 1,311.00 0.00 10/03/2017 10/02/2021 0.00
cable 95.00
valet 30.00
rent 1,455.00
Total 1,620.00
450-3056 296413 1,075.00 t0497728 Jasmine Young 2,110.00 cable 95.00 0.00 0.00 08/09/2019 09/08/2021 0.00
trash 30.00
rent 1,581.00
Total 1,706.00
450-3057 296412 1,071.00 t0549810 Daniel Otchere 2,087.00 rent 1,709.00 1,709.00 0.00 07/26/2020 07/25/2021 0.00
valet 30.00
tech 95.00
Total 1,834.00
450-3058 296403 723.00 t0338860 Macolin Khem 1,659.00 trash 30.00 0.00 0.00 08/01/2016 09/28/2021 0.00
cable 95.00
rent 1,542.00
Total 1,667.00
450-3059 296402 675.00 t0418126 Taylor Strong 1,553.00 trash 30.00 0.00 0.00 02/02/2018 02/01/2021 0.00
pet 40.00
rent 1,359.00

Page 55 of 62

1/20/2021 12:50 PM

Rent Roll with Lease Charges

Century Summerfield (centsum)

As Of = 01/19/2021

Month Year = 12/2020

Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
tech 95.00
Total 1,524.00
450-4052 296419 1,170.00 t0551739 Twanna Duncan 2,279.00 rent 1,825.00 2,778.00 0.00 07/22/2020 07/21/2021 1,074.05
tech 95.00
valet 30.00
Total 1,950.00
450-4053 296416 1,159.00 t0512106 Leon Rutland 2,258.00 tech 95.00 500.00 0.00 01/14/2020 01/13/2021 0.00
valet 30.00
pet 40.00
rent 1,857.00
Total 2,022.00
450-4054 296408 833.00 VACANT VACANT 2,013.00 0.00 0.00 0.00 0.00
Total 0.00
450-4055 296404 724.00 t0551628 Gina Cardoza 1,856.00 rent 1,492.00 746.00 0.00 07/24/2020 07/23/2021 0.00
tech 95.00
valet 30.00
Total 1,617.00
450-4056 296413 1,075.00 t0517149 Trina Walker 2,120.00 tech 95.00 0.00 0.00 12/16/2019 12/15/2021 0.00
valet 30.00
pet 40.00
rent 1,664.00
Total 1,829.00
450-4057 296412 1,071.00 t0505152 Glenda Cabrera 2,097.00 tech 95.00 0.00 0.00 09/24/2019 10/23/2020 0.00
valet 30.00
rent 1,551.00
Total 1,676.00
450-4058 296403 723.00 t0551103 Terrance Morrison 1,669.00 rent 1,418.00 709.00 0.00 07/17/2020 07/16/2021 0.00
tech 95.00
valet 30.00
Total 1,543.00
450-4059 296402 675.00 t0493342 Autumn Jacobs 1,563.00 trash 30.00 500.00 0.00 07/15/2019 08/14/2021 0.00
cable 95.00
rent 1,383.00
Total 1,508.00

Page 56 of 62

1/20/2021 12:50 PM

Rent Roll with Lease Charges

Century Summerfield (centsum)

As Of = 01/19/2021

Month Year = 12/2020

Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
451-1037 296403 723.00 t0564201 Dominique Joseph 1,699.00 rent 1,543.00 500.00 0.00 10/15/2020 10/14/2021 0.00
tech 95.00
valet 30.00
Total 1,668.00
451-1040 296412 1,071.00 t0338637 Andrea Short 2,187.00 trash 30.00 1,701.00 0.00 08/28/2015 02/20/2021 0.08
cable 95.00
rent 1,715.00
Total 1,840.00
451-1041 296412 1,071.00 t0521655 Edgardo Hernandez 2,162.00 rent 1,656.00 0.00 0.00 01/25/2020 04/24/2021 2,974.25
tech 95.00
valet 30.00
insrent 11.00
Total 1,792.00
451-1042 296404 724.00 t0338639 Ezhaun Coleman 1,746.00 trash 30.00 0.00 0.00 05/31/2016 08/27/2021 0.00
tech 95.00
rent 1,556.00
Total 1,681.00
451-1043 296403 723.00 t0555476 Nicole Stevens 1,699.00 rent 1,413.00 1,206.50 0.00 08/14/2020 08/13/2021 0.00
tech 95.00
valet 30.00
Total 1,538.00
451-1044 296416 1,159.00 t0503984 Lynette Williams 2,273.00 tech 95.00 0.00 0.00 10/04/2019 10/03/2021 0.00
valet 30.00
rent 1,719.00
concothr -90.00
Total 1,754.00
451-1045 296418 1,166.00 VACANT VACANT 2,326.00 0.00 0.00 0.00 0.00
Total 0.00
451-2037 296405 737.00 t0484677 Ana Pena 1,700.00 trash 30.00 0.00 0.00 05/31/2019 06/30/2021 0.00
llock 29.00
cable 95.00
rent 1,517.00
concothr -45.00
Total 1,626.00
451-2038 296402 675.00 t0445220 Olive Johnson 1,563.00 trash 30.00 649.50 0.00 07/17/2018 06/22/2021 120.48

Page 57 of 62

1/20/2021 12:50 PM

Rent Roll with Lease Charges

Century Summerfield (centsum)

As Of = 01/19/2021

Month Year = 12/2020

Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
cable 95.00
rent 1,456.00
Total 1,581.00
451-2040 296420 1,170.00 t0536624 Brianna Coachman 2,319.00 rent 1,760.00 0.00 0.00 04/29/2020 04/28/2021 0.00
valet 30.00
tech 95.00
Total 1,885.00
451-2041 296412 1,071.00 t0528010 Gaurav Kumar 2,132.00 tech 95.00 1,651.00 0.00 02/22/2020 02/21/2022 0.00
valet 30.00
rent 1,651.00
Total 1,776.00
451-2042 296404 724.00 t0553670 Chaliyah Ward 1,716.00 rent 1,502.00 0.00 0.00 09/28/2020 09/27/2021 2,917.68
valet 30.00
tech 95.00
insrent 11.00
Total 1,638.00
451-2043 296408 833.00 t0464897 Andrew Kirkland 2,013.00 trash 30.00 0.00 0.00 12/15/2018 02/14/2022 -0.10
cable 95.00
rent 1,703.00
llock 29.00
Total 1,857.00
451-2044 296416 1,159.00 t0549346 Shelia Phillips 2,283.00 rent 1,818.00 904.00 0.00 07/07/2020 07/06/2021 2,066.11
tech 95.00
valet 30.00
Total 1,943.00
451-2045 296418 1,166.00 t0554319 Daisy Adoah 2,296.00 rent 1,874.00 2,811.00 0.00 08/14/2020 08/13/2021 0.00
tech 95.00
valet 30.00
Total 1,999.00
451-3037 296405 737.00 t0477857 Melanie Countee 1,795.00 trash 30.00 0.00 0.00 03/19/2019 03/18/2021 0.00
cable 95.00
rent 1,389.00
Total 1,514.00
451-3038 296402 675.00 VACANT VACANT 1,613.00 0.00 0.00 0.00 0.00
Total 0.00

Page 58 of 62

1/20/2021 12:50 PM

Rent Roll with Lease Charges

Century Summerfield (centsum)

As Of = 01/19/2021

Month Year = 12/2020

Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
451-3039 296403 723.00 VACANT VACANT 1,719.00 0.00 0.00 0.00 0.00
Total 0.00
451-3040 296412 1,071.00 t0562922 Alexus Guy 2,207.00 rent 1,899.00 0.00 0.00 10/16/2020 10/15/2021 2,000.00
tech 95.00
valet 30.00
Total 2,024.00
451-3041 296412 1,071.00 t0534385 Denise Chisolm 2,207.00 rent 1,884.00 0.00 0.00 04/10/2020 04/09/2021 0.00
tech 95.00
valet 30.00
Total 2,009.00
451-3042 296404 724.00 t0523492 Kenneth Nelson 1,741.00 rent 1,636.00 500.00 0.00 01/17/2020 04/16/2021 04/14/2021 1,621.13
tech 95.00
valet 30.00
Total 1,761.00
451-3043 296408 833.00 t0502845 Antoinette Jones 2,063.00 tech 95.00 0.00 0.00 09/20/2019 10/19/2021 3,563.20
valet 30.00
pet 40.00
rent 1,521.00
Total 1,686.00
451-3044 296416 1,159.00 t0562527 Nichelle Laws 2,333.00 rent 1,948.00 0.00 0.00 10/01/2020 09/30/2021 4,423.41
tech 95.00
valet 30.00
Total 2,073.00
451-3045 296418 1,166.00 t0555324 Sydney Richardson 2,346.00 rent 1,964.00 0.00 0.00 08/20/2020 08/19/2021 3,562.82
tech 95.00
valet 30.00
parking 50.00
Total 2,139.00
451-4037 296403 723.00 t0572109 Fitzroy Addman 1,689.00 rent 1,525.00 500.00 0.00 11/12/2020 11/11/2021 0.00
tech 95.00
valet 30.00
Total 1,650.00
451-4038 296402 675.00 t0418166 Amanda Walker 1,583.00 tech 95.00 0.00 0.00 12/26/2017 11/25/2021 0.00
valet 30.00

Page 59 of 62

1/20/2021 12:50 PM

Rent Roll with Lease Charges

Century Summerfield (centsum)

As Of = 01/19/2021

Month Year = 12/2020

Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
rent 1,434.00
concothr -55.00
Total 1,504.00
451-4039 296403 723.00 t0487640 Jamell Hamm 1,629.00 trash 30.00 500.00 0.00 07/10/2019 08/09/2021 0.00
cable 95.00
rent 1,506.00
Total 1,631.00
451-4040 296412 1,071.00 t0474258 Lacey Akinyemi 2,177.00 trash 30.00 0.00 0.00 03/08/2019 04/07/2021 1,050.51
tech 95.00
insrent 11.00
rent 1,772.00
Total 1,908.00
451-4041 296412 1,071.00 t0575795 Roberta Stukes 2,152.00 rent 1,749.00 2,623.50 0.00 12/15/2020 12/14/2021 2,035.00
tech 95.00
valet 30.00
Total 1,874.00
451-4042 296404 724.00 t0572294 Britney Gist 1,736.00 rent 1,499.00 500.00 0.00 12/03/2020 12/02/2021 0.00
tech 95.00
valet 30.00
Total 1,624.00
451-4043 296408 833.00 t0538272 Kingsley Abebe 2,033.00 rent 1,706.00 0.00 0.00 06/01/2020 05/31/2021 -0.29
tech 95.00
valet 30.00
parking 50.00
Total 1,881.00
451-4044 296416 1,159.00 VACANT VACANT 2,303.00 0.00 0.00 0.00 0.00
Total 0.00
451-4045 296418 1,166.00 VACANT VACANT 2,316.00 0.00 0.00 0.00 0.00
Total 0.00
Future Residents/Applicants
400-3065 296403 723.00 t0580360 Tamaria Hill 1,679.00 0.00 500.00 0.00 01/21/2021 01/20/2022 0.00
Total 0.00
401-1035 296404 724.00 t0582644 Tiara Holbert-Tolson 1,721.00 0.00 500.00 0.00 02/04/2021 02/03/2022 0.00
Total 0.00

Page 60 of 62

1/20/2021 12:50 PM

Rent Roll with Lease Charges

Century Summerfield (centsum)

As Of = 01/19/2021

Month Year = 12/2020

Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
410-3078 296404 724.00 t0582805 Erica Gamble 1,681.00 0.00 0.00 0.00 02/16/2021 01/10/2022 0.00
Total 0.00
411-1009 296422 1,275.00 t0582107 Tiffany Worthy 2,491.00 0.00 500.00 0.00 03/11/2021 03/10/2022 0.00
Total 0.00
411-1012 296422 1,275.00 t0582159 Tashia Perry 2,491.00 0.00 0.00 0.00 02/05/2021 02/04/2022 0.00
Total 0.00
420-1104 296412 1,071.00 t0579142 Angela Kim Sinkfield-Jefferson 2,142.00 0.00 500.00 0.00 01/20/2021 01/19/2022 0.00
Total 0.00
420-3101 296404 724.00 t0575691 Adelowo Adeyera 1,706.00 0.00 500.00 0.00 01/29/2021 02/07/2022 0.00
Total 0.00
420-4100 296412 1,071.00 t0580096 Keara Richardson 2,157.00 0.00 500.00 0.00 02/22/2021 02/21/2022 0.00
Total 0.00
430-1107 296412 1,071.00 t0580368 Jasmine Williams-Luster 2,167.00 0.00 500.00 0.00 01/20/2021 01/19/2022 0.00
Total 0.00
430-3112 296412 1,071.00 t0580298 Marisha Addison 2,122.00 0.00 500.00 0.00 02/08/2021 02/07/2022 0.00
Total 0.00
440-1120 296403 723.00 t0582633 Brian Koonce 1,699.00 0.00 500.00 0.00 01/27/2021 01/13/2022 0.00
Total 0.00
441-2048 296404 724.00 t0582795 Rajah Muckle Smith 1,696.00 0.00 500.00 0.00 01/22/2021 01/21/2022 0.00
Total 0.00
450-2056 296413 1,075.00 t0582723 Andre Randall 2,100.00 0.00 500.00 0.00 01/28/2021 01/27/2022 0.00
Total 0.00
451-3038 296402 675.00 t0581227 Troy Jessup Jr 1,613.00 0.00 500.00 0.00 02/01/2021 01/31/2022 0.00
Total 0.00
Total Century Summerfield(centsum) 958,499.00 779,605.80 225,659.03 0.00 359,793.32
Summary Groups Square Market Lease Security Other # Of % Unit % Sqft Balance
Footage Rent Charges Deposit Deposits Units Occupancy Occupied
Current/Notice/Vacant Residents 452,876.00 958,499.00 779,605.80 219,659.03 0.00 478.00 90.79 90.80 359,793.32

Page 61 of 62

1/20/2021 12:50 PM

Rent Roll with Lease Charges

Century Summerfield (centsum)

As Of = 01/19/2021

Month Year = 12/2020

Unit Unit Type Unit Resident Name Market Charge Amount Resident Other Move In Lease Move Out Balance
Sq Ft Rent Code Deposit Deposit Expiration
Future Residents/Applicants 12,926.00 27,465.00 0.00 6,000.00 0.00 14.00 0.00
Occupied Units 411,252.00 870,219.00 434 90.79 90.80
Total Non Rev Units 1,166.00 2,302.00 1 0.20 0.28
Total Vacant Units 40,458.00 85,978.00 43 8.99 8.95
Totals: 452,876.00 958,499.00 779,605.80 225,659.03 0.00 478 100.00 100.00 359,793.32

Page 62 of 62

Summary of Charges by Charge Code
(Current/Notice Residents Only)
Charge Code Amount
trash 5,700.00
tech 27,550.00
insrent 847.00
rent 724,361.00
valet 7,320.00
concothr -4,092.00
cable 13,680.00
llock 1,247.00
parking 2,515.00
pet 1,140.00
storage 1,600.00
petrent 40.00
empoffex -2,400.50
damage 98.30
Total 779,605.80

Page 62 of 62

Schedule 1.6(a)

EARNEST MONEY WIRING INSTRUCTIONS

[SEE ATTACHED PAGES]

900 Stewart Avenue, Suite 130 Tel: (516) 248-1180 Fax: (516)248-7596
Garden City, NY 11530 Email: swaleski@continentalabs.com
File Number: CAMD-39001 Type: Purchase Purchase Amount: $115,500,000.00 Loan Amount: $0.00
--- --- --- --- --- ---
Seller: Centennial Summerfield LLC, a Delaware Limited Liability Company
Buyer: AH Property Investment Company LLC
Property Address: Garrett A Morgan Boulevard, Landover, MD 20785
Warfield Drive, Landover, MD 20785

Wiring Instructions

Bank Name: BankUnited
Bank Address: 14817 Oak Ln
City/State/Zip: Miami, FL 33016
For The Benefit of: Continental Abstract, LLC
Escrow Account
Account Number: 9855172630
Wire Routing Number: 267090594

Please Note:

• In order to credit the correct account, it is important for our File Number to appear on the wire.
• If the funds and disbursement /wiring instructions are not received by 2PM (12PM Fridays), we cannot guarantee funding by the end of business that day and the Company will not be responsible for additional interest and/or penalties that may be due.
--- ---

Page 1 of 1

Schedule 2.7

FORM OF CERTIFICATE OF COMPLIANCE

FORM OF CERTIFICATE OF COMPLIANCE

This Certificate of Compliance (“Certificate”) is made this ____ day of ___________, 20____ by PRINCE GEORGE’S COUNTY, MARYLAND, a public body, corporate and politic (“County”) on behalf of the PRINCE GEORGE’S COUNTY DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT.

__________________, _________________ ("Seller") and ____________________, ________________ ("Purchaser") have entered into a bona fide [Purchase and Sale Agreement dated as of ______________, as amended by that certain First Amendment to Purchase and Sale Agreement] dated as of ______________, 20____ (“Agreement”) for the sale of the multifamily rental facility commonly known as _________________ and located at __________________, Maryland, as more particularly described on the legal description attached hereto as Exhibit “A” and incorporated by reference herein (“Property”). It is hereby acknowledged that Purchaser may assign rights under the Agreement prior to or in connection with closing on the purchase of the Property to one or more of affiliates (hereinafter referred to collectively as “Assignee(s)”). Purchaser shall notify the County of any such assignment.

The County, acting through the Prince George’s Department of Housing and Community Development (“DHCD”), hereby certifies that the Seller complied with and satisfied the right of first refusal provisions of Prince George’s County Code 13-1110 et. seq. (“Code”) with respect to the above described of the Property from the Seller to the Purchaser or Assignee.

This Certificate is to be recorded among the Land Records of Prince George’s County, Maryland. Notice as to the recordation date and the liber and folio numbers for this Certificate will be provided to DHCD.

[SIGNATURE PAGE FOLLOWS]

PRINCE GEORGE'S COUNTY, MARYLAND

By:
Name:
Title:

COUNTY OF PRINCE GEORGE'S

STATE OF MARYLAND

On this ____ day of ______________________, 20____, before me personally appeared ___________________, known to me to be the person whose name is subscribed to the foregoing instrument as the _____________________________ for Prince George's County, Maryland, who did duly acknowledge that he executed the foregoing Certificate of Compliance on behalf of the Prince George's County, Maryland.

Subscribed and sworn to before me this ___ day of ___________________, 20____.

[NOTARY SEAL]
Notary Public
My commission Expires:
[Add Exhibit]

Schedule 4.2(a)

FORM OF SPECIAL WARRANTY DEED

Upon recordation return to:
Election District:

SPECIAL WARRANTY DEED

THIS SPECIAL WARRANTY DEED, made as of the ______day of ________, 20__, by and between __________________, a __________________ (“Grantor”), and______________________, a ______________________ (“Grantee”).

  • WITNESSETH -

THAT IN CONSIDERATION of the sum of ___________________ and No/100 Dollars ($____), the receipt of which is hereby acknowledged, Grantor does grant and convey unto Grantee, in fee simple, all that property situate in Prince George’s County, Maryland, and described as follows (the “Property”):

See Exhibit “A” attached hereto and incorporated herein by reference.

SUBJECT TO all matters of record and all of the covenants, restrictions, covenants, reservations, easements and other provisions of record (which are incorporated herein by reference as if the same had been fully set forth in this Deed).  Grantee, by acceptance of this Deed, hereby assumes and agrees to be bound by the foregoing.

TOGETHER with all improvements thereon and all rights, privileges, appurtenances and advantages thereto belonging, or in anywise appertaining.

TO HAVE AND TO HOLD the said Property and premises above described and mentioned, and hereby intended to be conveyed, together with the rights, privileges, appurtenances and advantages thereto belonging or appertaining unto and to the proper use and benefit of Grantee in fee simple.

AND Grantor covenants that it will warrant specially the property hereby granted and that it will execute such further assurances of the same as may be requisite, subject to the Permitted Exceptions.

AND Grantor hereby certifies and makes affidavit under the penalties of perjury that (i) the consideration paid or to be paid for the foregoing conveyance is as set forth above and that

there are no mortgages or deeds of trust assumed by Grantee, and (ii) Grantor is a “resident entity” within the meaning of Section 10-912 of the Tax-General Article of the Annotated Code of Maryland.

[Signature page follows]

IN WITNESS WHEREOF, Grantor has caused this Deed to be properly executed and sealed the day and year first above written.

GRANTOR:

_________________________.
a
By:
---
Name:
Title:
STATE OF *
--- --- --- ---
* to wit:
COUNTY OF *

I hereby certify, that on this ____ day of ______________________________, in the year 2021, before the subscriber, personally appeared _______________________, who acknowledged himself or herself to be the _________________ ___of  _________________________________, a _________________, and acknowledged the foregoing deed to be his or her act.

IN WITNESS WHEREOF, I hereunto set my hand and official seal.

Notary Public
My Commission Expires:
---
[NOTARIAL SEAL]

EXHIBIT “A”

Legal Description

Exhibit A-1

ATTORNEY CERTIFICATION

I HEREBY CERTIFY THAT I am an attorney duly licensed to practice before the Court of Appeals of Maryland, and that this Deed was prepared by me or under my supervision.

Name:

Schedule 4.2(b)

[FORM OF BILL OF SALE AND ASSIGNMENT AND ASSUMPTION OF LEASES AND SERVICE CONTRACTS]

*  *  *

BILL OF SALE AND ASSIGNMENT AND ASSUMPTION OF LEASES AND SERVICE CONTRACTS

This Bill of Sale and Assignment and Assumption of Leases and Service Contracts (this “Agreement”) is made and entered into this ____ day of _____, 202_, by and between CENTENNIAL SUMMERFIELD, LLC, a Delaware limited liability company (“Seller”), and ___________________, a ___________ (“Purchaser”).

W I T N E S S E T H:

WHEREAS, Seller and [AH Property Investment Company LLC], predecessor-in-interest to Purchaser have previously entered into that certain Purchase and Sale Agreement, dated _____, 202_ [DESCRIBE AMENDMENTS, IF APPLICABLE] (the “Contract”), having [NAME OF ESCROW AGENT] as party for the limited purposes set forth therein;

WHEREAS, capitalized terms used in this Agreement not otherwise defined herein shall have the meanings ascribed to such terms in the Contract;

WHEREAS, concurrently with the execution and delivery of this Agreement and pursuant to the Contract, Seller is conveying to Purchaser, by Special Warranty Deed, the Real Property; and

WHEREAS, pursuant to the Contract, Seller has agreed to convey to Purchaser certain personal property and assign to Purchaser certain leases and service contracts as set forth therein.

NOW, THEREFORE, in consideration of the receipt of Ten Dollars ($10.00), the assumptions by Purchaser hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser agree as follows:

  1. Bill of Sale:  Seller hereby sells, assigns, transfers and conveys to Purchaser the Tangible Personal Property, as scheduled on Exhibit A, attached hereto and made part hereof by this reference, and the Intangible Property.  Seller warrants to Purchaser that Seller has full right, power and authority to sell the Tangible Personal Property and to make this Bill of Sale.  Seller further warrants to Purchaser that Seller has not conveyed to any third party the Intangible Property.

  2. Assignment and Assumption of Leases:

(a) Seller hereby sells, assigns, transfers and conveys to Purchaser all of Seller's right, title and interest as landlord in, to and under the Leases, as scheduled on Exhibit B, attached hereto and made part hereof by this reference, together with any and all unapplied refundable tenant security and other unapplied refundable deposits in Seller's possession with respect to the Leases

as of the date of this Agreement (collectively, the “Deposits”) and all guaranties of the tenant’s obligations under the Leases, if any.  The assignment of the Deposits has been made by means of a credit or payment on the closing statement executed by Seller and Purchaser.

(b) Purchaser hereby assumes all obligations imposed upon landlord under the Leases and liabilities, in each case, arising on or after the date hereof to be performed by Assignor, as landlord, under the Leases, for the duration of the respective terms thereof. Seller shall remain responsible for all obligations imposed upon landlord under the Leases and liabilities, in each case, arising prior to the date hereof to be performed by Assignor, as landlord, under the Leases.

(c) For purposes of this Paragraph 2, the word “landlord” means the landlord, lessor or other equivalent party under any of the Leases, and the word “tenant” means the tenant, lessee or other equivalent party under any of the Leases.

  1. Assignment and Assumption of Service Contracts:

(a) Seller hereby sells, assigns, transfers and conveys to Purchaser the Designated Service Contracts, as scheduled on Exhibit C, attached hereto and made part hereof by this reference.

(b) Purchaser hereby assumes all obligations imposed upon the Designated Service Contracts and liabilities, in each case, arising on or after the date hereof to be performed by Seller under the Designated Service Contracts for the duration of the respective terms thereof. Seller shall remain responsible for all obligations imposed under the Designated Service Contracts and liabilities, in each case, arising prior to the date hereof to be performed by Seller, under the Designated Service Contracts.

  1. Qualifications.  This Agreement is subject to those provisions of the Contract limiting Seller’s liability to Purchaser, including but not limited to Section 11.20 of the Contract.

  2. Counterparts.  This Agreement may be executed in two or more identical counterparts, and it shall not be necessary that any one of the counterparts be executed by all of the parties hereto.  Each fully or partially executed counterpart shall be deemed an original, but all of such counterparts taken together shall constitute one and the same instrument.

  3. Successors and Assigns.  This Agreement shall inure to the benefit of, and be binding upon, the successors, executors, administrators, legal representatives and assigns of the parties hereto.

  4. Governing Law.  This Agreement shall be construed under and enforced in accordance with the laws of the State of Maryland.

EXECUTED effective as of the date first above written.

SELLER:
CENTENNIAL SUMMERFIELD, LLC,
a Delaware limited liability company
By: Centennial Real Estate Fund IV, LP,
a Delaware limited partnership,
its sole Member
By: Centennial Real Estate Fund IV GP,
LLC,
a Delaware limited liability company,
its General Partner
By: Centennial Holding Company, LLC,
a Georgia limited liability company,
its Manager/Member
By:
---
Name:
Title:
[Add Exhibits]
PURCHASER:
---
________________________________,
a
By:
Name:
Title:

Schedule 4.2(c)

“TENANT NOTICE “

_____________, 2021

Dear Resident:

This is to notify you that today, the property located at 8100 Gibbs Way, Landover, Maryland 20785, and more commonly known as Century Summerfield at Morgan Metro, has been sold by CENTENNIAL SUMMERFIELD, LLC (“Seller”) to (name of buyer) (“Purchaser”).  As of the date hereof, Seller’s interest in your lease (including without limitation, your security deposit) has been assigned to Purchaser and Purchaser has assumed all obligations as “Landlord” or “Lessor” under your lease.

Effective today, all rent and other payments due pursuant to your occupancy of the premises, whether pursuant to your lease or otherwise, are to be paid by check, payable to:

(name of property)

(street address of property)

(city, state, zip of property)

Any future inquiries regarding your lease should be directed to the Purchaser at the contact information listed above.

Very truly yours,

(legal signature blocks of seller and purchaser)

Schedule 4.2(d)

FORM OF SELLER'S CLOSING CERTIFICATE

______________________________________________________________________

THIS SELLER'S CLOSING CERTIFICATE ("Certificate") is made as of _____________, 2021, by CENTENNIAL SUMMERFIELD, LLC, a Delaware limited liability company (“Seller”), in favor of _______________________, a __________  (“Purchaser”).

Seller hereby certifies to Purchaser that the representations and warranties of Seller set forth in Section 5.1 of that certain Purchase and Sale Agreement between Seller and Purchaser dated as of __________, 2021, [if applicable: as amended] (the “Agreement”) are true and correct in all material respects as of the date hereof, except as to:

(a) The Rent Roll attached hereto as Exhibit A replaces the Rent Roll attached to the Agreement as Schedule 1.1(e); and

The representations and warranties set forth in Section 5.1 of the Agreement, as updated by this Certificate, will survive only for a period of one (1) year from the date hereof.

This Certificate is delivered pursuant to Section 4.2(d) of the Agreement, and Seller's liability hereunder is subject to Section 5.3 of the Agreement, including the Cap as defined therein.

CENTENNIAL SUMMERFIELD, LLC,

a Delaware limited liability company

By:  Centennial Real Estate Fund IV, LP,

a Delaware limited partnership,

its sole Member

By: Centennial Real Estate Fund IV GP, LLC,

a Delaware limited liability company,

its General Partner

By: Centennial Holding Company, LLC,

a Georgia limited liability company,

its Manager/Member

By:
___________________, its_________

Schedule 5.1

SELLER'S DISCLOSURE STATEMENT

See Exhibit A to Schedule 5.1

See Exhibit B to Schedule 5.1

Leases with employees of Seller’s property manager:

Crystal Blount- Expired on 1/17/21

Eniola Johnson- Expires 6/5/21

EXHIBIT A TO SCHEDULE 5.1 1/20/2021 12:50 PM

Aged Receivables

Century Summerfield (centsum)

Month Year = 01/2021

Property Unit Resident Name Total 0-30 31-60 61-90 Over 90 Prepays Balance
Unpaid days days days days
Charges
centsum 400-1060 t0507747 Joel Goodwyn 10,823.98 1,866.63 0.00 1,847.11 7,110.24 0.00 10,823.98
centsum 400-1063 t0513389 Dean Chew 1,639.60 756.31 0.00 231.75 651.54 0.00 1,639.60
centsum 400-1064 t0497407 Ebonie Proctor 3,860.97 1,794.93 0.00 1,357.18 708.86 0.00 3,860.97
centsum 400-1065 t0338050 Samuel Nix 0.00 0.00 0.00 0.00 0.00 -0.07 -0.07
centsum 400-1067 t0544987 Erick Morales Vasquez 0.00 0.00 0.00 0.00 0.00 -766.97 -766.97
centsum 400-1070 t0450230 Randy Franklin 4,996.47 1,680.93 0.00 1,665.18 1,650.36 0.00 4,996.47
centsum 400-1071 t0473124 Tylise Conrad 0.00 0.00 0.00 0.00 0.00 -900.00 -900.00
centsum 400-2060 t0510773 Latanya Chapman 4,519.45 2,019.37 0.00 1,992.41 507.67 0.00 4,519.45
centsum 400-2064 t0546389 Dayasia Bandy 0.00 0.00 0.00 0.00 0.00 -3,826.68 -3,826.68
centsum 400-2065 t0550802 Tiana Holmes 3,403.41 1,670.93 0.00 1,521.18 211.30 0.00 3,403.41
centsum 400-2069 t0504378 Mickie Ward 1,860.45 1,516.04 0.00 344.41 0.00 0.00 1,860.45
centsum 400-2070 t0556079 Trenton Taylor 1,689.89 1,243.16 0.00 230.29 216.44 0.00 1,689.89
centsum 400-3062 t0416857 Brittney Thomas 111.38 111.38 0.00 0.00 0.00 0.00 111.38
centsum 400-3069 t0578784 Amber Means 0.00 0.00 0.00 0.00 0.00 -49.41 -49.41
centsum 400-3071 t0541187 Marquetta Stevenson 20,355.74 2,599.89 0.00 2,575.68 15,180.17 0.00 20,355.74
centsum 400-4061 t0532189 Ahmad Aldick 17,032.74 1,861.53 0.00 1,950.40 13,220.81 0.00 17,032.74
centsum 400-4064 t0498384 Heather Mackall 254.50 254.50 0.00 0.00 0.00 0.00 254.50
centsum 400-4068 t0554090 Dashun Murray 25.00 0.00 0.00 0.00 25.00 0.00 25.00
centsum 400-4069 t0435651 Charles Davis 18,527.89 1,980.37 0.00 1,956.08 14,591.44 0.00 18,527.89
centsum 400-4071 t0476696 Jesse Edwards 5,994.11 2,533.86 0.00 2,490.58 969.67 0.00 5,994.11
centsum 401-1023 t0464092 Deborah Torney 10,444.48 2,654.11 0.00 2,617.18 5,173.19 0.00 10,444.48
centsum 401-1028 t0402020 Andre Perry 0.00 0.00 0.00 0.00 0.00 -2,300.00 -2,300.00
centsum 401-1029 t0550043 Oluwaseyi Akintola -50.00 -50.00 0.00 0.00 0.00 -16.13 -66.13
centsum 401-1031 t0502819 James Wright 1,396.52 829.57 0.00 205.00 361.95 0.00 1,396.52
centsum 401-1032 t0520861 Olaitan Daramola 4,521.94 1,995.37 0.00 1,523.08 1,003.49 0.00 4,521.94
centsum 401-1036 t0509245 Christain Raynor 2,115.91 1,385.23 8.87 249.81 472.00 0.00 2,115.91
centsum 401-2024 t0406022 Markisha Bennett 0.00 0.00 0.00 0.00 0.00 -5.98 -5.98
centsum 401-2025 t0424311 Shanise Butler 0.00 0.00 0.00 0.00 0.00 -146.70 -146.70
centsum 401-2028 t0512481 Alicia Persaud 884.58 884.58 0.00 0.00 0.00 0.00 884.58
centsum 401-2030 t0448081 Carissa Bernard 1.94 0.00 0.00 0.00 1.94 0.00 1.94
centsum 401-2031 t0577862 Habtamu Eshete 1,570.01 1,570.00 0.01 0.00 0.00 0.00 1,570.01
centsum 401-2033 t0469310 Jerald Rosemond 0.00 0.00 0.00 0.00 0.00 -14.29 -14.29
centsum 401-2034 t0482052 Keona Brooks 0.00 0.00 0.00 0.00 0.00 -723.13 -723.13
centsum 401-2035 t0507358 Sima Kalokoh 3,290.64 1,657.44 0.00 1,196.00 437.20 0.00 3,290.64
centsum 401-3023 t0506744 Davis Ijadare 0.54 0.54 0.00 0.00 0.00 0.00 0.54
centsum 401-3024 t0527541 Shanell Clayburn 16,044.37 2,589.27 0.00 2,549.16 10,905.94 0.00 16,044.37
centsum 401-3030 t0338508 Jeanean Parker 1,843.00 751.72 0.00 224.24 867.04 0.00 1,843.00
centsum 401-3036 t0492606 Margie Sanchez 862.89 170.00 0.00 139.83 553.06 0.00 862.89
centsum 401-4025 t0559363 Princess Waring 1,000.00 1,000.00 0.00 0.00 0.00 0.00 1,000.00

Page 1 of 4

1/20/2021 12:50 PM

Aged Receivables

Century Summerfield (centsum)

Month Year = 01/2021

Property Unit Resident Name Total 0-30 31-60 61-90 Over 90 Prepays Balance
Unpaid days days days days
Charges
centsum 401-4032 t0338522 Byron Davis 0.00 0.00 0.00 0.00 0.00 -13.46 -13.46
centsum 401-4033 t0553173 Jazmin Fields 411.24 411.24 0.00 0.00 0.00 0.00 411.24
centsum 410-1073 t0450216 Gloria Green 1,347.57 1,347.57 0.00 0.00 0.00 0.00 1,347.57
centsum 410-1074 t0338211 Banyon Vassar 0.00 0.00 0.00 0.00 0.00 -0.63 -0.63
centsum 410-1075 t0471162 Courtney Hodge 0.00 0.00 0.00 0.00 0.00 -0.02 -0.02
centsum 410-1077 t0514554 Aliyah Smith 3,857.61 2,056.98 0.00 1,045.64 754.99 0.00 3,857.61
centsum 410-1080 t0418136 Shirley Parker 1,703.57 1,703.57 0.00 0.00 0.00 0.00 1,703.57
centsum 410-1082 t0384287 Darnnella Adams 280.00 141.00 0.00 139.00 0.00 0.00 280.00
centsum 410-1085 t0552530 Robert Davis 3,298.07 2,373.10 2.84 922.13 0.00 0.00 3,298.07
centsum 410-1086 t0559420 Kristopher Francois 6,733.79 2,262.11 0.00 2,236.79 2,234.89 0.00 6,733.79
centsum 410-1094 t0577491 Blaise Mofor 0.01 0.01 0.00 0.00 0.00 0.00 0.01
centsum 410-2074 t0556694 Roberto Adams 1,390.03 499.37 0.00 668.82 221.84 0.00 1,390.03
centsum 410-2078 t0361333 Denyse Watson 1,676.41 549.00 0.00 224.24 903.17 0.00 1,676.41
centsum 410-2086 t0338843 Satinka Shine 35.00 35.00 0.00 0.00 0.00 0.00 35.00
centsum 410-2093 t0556691 Helen Johnson 3,269.51 2,100.80 0.00 906.51 262.20 0.00 3,269.51
centsum 410-2095 t0544382 Trevon Keene 2,020.49 2,020.49 0.00 0.00 0.00 0.00 2,020.49
centsum 410-3074 t0560262 Ronald Travers Jr 1,145.43 840.44 0.00 274.99 30.00 0.00 1,145.43
centsum 410-3078 t0582805 Erica Gamble 525.00 525.00 0.00 0.00 0.00 0.00 525.00
centsum 410-3089 t0492779 Corey Singleton 0.00 0.00 0.00 0.00 0.00 -0.62 -0.62
centsum 410-3090 t0485516 Christopher Pressley 0.75 0.75 0.00 0.00 0.00 0.00 0.75
centsum 410-3093 t0539232 Takiyah Washington 1,999.51 996.80 0.00 267.51 735.20 0.00 1,999.51
centsum 410-3094 t0489040 Vicki Smith 2,076.80 1,738.29 0.00 338.51 0.00 0.00 2,076.80
centsum 410-3095 t0418116 Euripide Da Silveira 21,190.34 1,928.47 0.00 1,908.01 17,353.86 0.00 21,190.34
centsum 410-3096 t0463116 Miesha Foreman 117.48 117.48 0.00 0.00 0.00 0.00 117.48
centsum 410-4074 t0547015 Najee Talib-Din 2,340.18 1,416.11 0.00 322.79 601.28 0.00 2,340.18
centsum 410-4076 t0542442 Ernest Silvers 1,788.24 1,564.00 0.00 224.24 0.00 0.00 1,788.24
centsum 410-4077 t0470858 Racquel Simpson 8,908.44 1,726.62 0.00 1,711.37 5,470.45 0.00 8,908.44
centsum 410-4079 t0464439 Brittney Lancaster 0.00 0.00 0.00 0.00 0.00 -0.11 -0.11
centsum 410-4080 t0433977 Donald Murphy Jr 1,690.10 284.00 0.00 235.24 1,170.86 0.00 1,690.10
centsum 410-4087 t0541928 Samuel Simms 166.80 166.80 0.00 0.00 0.00 0.00 166.80
centsum 410-4088 t0578786 James Pildis 0.00 0.00 0.00 0.00 0.00 -24.98 -24.98
centsum 411-1001 t0492773 Milan Browne 6,989.89 1,758.80 0.00 1,777.57 3,453.52 0.00 6,989.89
centsum 411-1003 t0458761 Karina Alvarez 493.45 292.47 0.00 200.98 0.00 0.00 493.45
centsum 411-1006 t0533908 Dante Webster 3,462.21 2,169.81 0.00 279.75 1,012.65 0.00 3,462.21
centsum 411-1008 t0509070 Desirae Javois 22,373.46 2,178.93 0.00 2,152.43 18,042.10 0.00 22,373.46
centsum 411-1012 t0582159 Tashia Perry 500.00 500.00 0.00 0.00 0.00 0.00 500.00
centsum 411-1021 t0437234 Richard Moore 2,364.90 2,364.90 0.00 0.00 0.00 0.00 2,364.90
centsum 411-1022 t0579656 Joseline Walker 0.00 0.00 0.00 0.00 0.00 -20.16 -20.16
centsum 411-2002 t0338553 Renata Massenburg 2,039.24 2,039.24 0.00 0.00 0.00 0.00 2,039.24

Page 2 of 4

1/20/2021 12:50 PM

Aged Receivables

Century Summerfield (centsum)

Month Year = 01/2021

Property Unit Resident Name Total 0-30 31-60 61-90 Over 90 Prepays Balance
Unpaid days days days days
Charges
centsum 411-2020 t0338557 Keith Jennings 11,884.16 2,144.64 0.00 2,119.41 7,620.11 0.00 11,884.16
centsum 411-3012 t0519932 Renard Mcdaniel 0.00 0.00 0.00 0.00 0.00 -3.02 -3.02
centsum 411-3013 t0380756 Brent Chance 0.00 0.00 0.00 0.00 0.00 -0.70 -0.70
centsum 411-3021 t0338585 Bernice Douglas 934.00 934.00 0.00 0.00 0.00 0.00 934.00
centsum 411-4001 t0572945 David Fitzgerald 432.00 432.00 0.00 0.00 0.00 0.00 432.00
centsum 411-4016 t0338601 Theresa Taylor 0.00 0.00 0.00 0.00 0.00 -0.74 -0.74
centsum 411-4018 t0525536 Sarda Smith 615.69 615.69 0.00 0.00 0.00 0.00 615.69
centsum 411-4019 t0418157 Obinna Herberts-Nwaehihe 15,302.38 1,948.68 0.00 1,923.36 11,430.34 0.00 15,302.38
centsum 420-1101 t0552516 Candice Coleman 3,360.61 1,742.00 0.00 1,228.24 390.37 0.00 3,360.61
centsum 420-1103 t0519915 Donovan Bell 14,091.01 2,043.63 0.00 2,024.11 10,023.27 0.00 14,091.01
centsum 420-1104 t0579142 Angela Kim Sinkfield-Jefferson 0.00 0.00 0.00 0.00 0.00 -1,949.44 -1,949.44
centsum 420-2101 t0536379 Lindsay Jackson 362.00 125.00 0.00 125.00 112.00 0.00 362.00
centsum 420-2102 t0548448 Consuelo Acosta 0.00 0.00 0.00 0.00 0.00 -0.76 -0.76
centsum 420-3098 t0564726 Jamia Rountree 3,998.97 1,994.00 4.97 1,875.00 125.00 0.00 3,998.97
centsum 420-3099 t0549670 Dalonte Taylor 8,295.30 2,110.80 0.00 2,086.51 4,097.99 0.00 8,295.30
centsum 420-3103 t0369447 Lisa Robinson 66.02 32.17 0.00 0.00 33.85 0.00 66.02
centsum 420-4097 t0476924 Chantelle Evans 0.00 0.00 0.00 0.00 0.00 -0.28 -0.28
centsum 420-4099 t0549975 Aaron Dorsey 0.00 0.00 0.00 0.00 0.00 -650.00 -650.00
centsum 420-4104 t0439758 Kimberly Lambert 234.83 75.83 0.00 53.00 106.00 0.00 234.83
centsum 430-1108 t0578721 Mbachi Wanki 0.00 0.00 0.00 0.00 0.00 -1,028.05 -1,028.05
centsum 430-1112 t0542354 Nikita Thomas 0.06 0.06 0.00 0.00 0.00 0.00 0.06
centsum 430-2105 t0405079 Bertha Jones 4,306.31 2,275.33 0.00 2,030.98 0.00 0.00 4,306.31
centsum 430-2106 t0488833 Shayln Young 0.00 0.00 0.00 0.00 0.00 -0.01 -0.01
centsum 430-2107 t0580708 Romario Williams -26.64 -26.64 0.00 0.00 0.00 0.00 -26.64
centsum 430-2108 t0338336 Asanteeli Makundi 6,671.15 2,242.06 0.00 2,222.54 2,206.55 0.00 6,671.15
centsum 430-2111 t0352530 Anike Oliver 1,998.21 1,989.34 8.87 0.00 0.00 0.00 1,998.21
centsum 430-2112 t0488642 Darlene Gamble 21,167.02 1,985.63 3.55 1,955.11 17,222.73 0.00 21,167.02
centsum 430-3105 t0498257 Trevin Prince 2,158.05 2,031.64 0.00 126.41 0.00 0.00 2,158.05
centsum 430-3108 t0526379 Chakita Jenkins 18,600.38 1,960.37 0.00 1,936.08 14,703.93 0.00 18,600.38
centsum 430-3111 t0453116 Bryan Smith 34.16 34.16 0.00 0.00 0.00 0.00 34.16
centsum 430-3112 t0486415 Tonya Barnes 2,250.36 2,127.23 123.13 0.00 0.00 0.00 2,250.36
centsum 430-4106 t0437551 Michael Rawlings Jr 8,913.96 2,391.21 0.00 2,438.99 4,083.76 0.00 8,913.96
centsum 430-4107 t0515947 Olaniyi Abioye 900.33 820.63 0.00 79.70 0.00 0.00 900.33
centsum 430-4108 t0368442 David Wills 1,215.31 547.80 0.00 267.51 400.00 0.00 1,215.31
centsum 430-4109 t0556263 Leaunteen Barnes 0.00 0.00 0.00 0.00 0.00 -2,435.60 -2,435.60
centsum 430-4111 t0554597 Kayla Davis 1,560.92 717.51 0.00 267.51 575.90 0.00 1,560.92
centsum 430-4112 t0559403 Glenisha Thomas 2,085.80 2,085.80 0.00 0.00 0.00 0.00 2,085.80
centsum 440-1121 t0487268 Rickelle Green 0.00 0.00 0.00 0.00 0.00 -0.59 -0.59
centsum 440-1122 t0541633 Elizabeth Duncan 11,231.06 1,851.45 0.00 1,827.18 7,552.43 0.00 11,231.06

Page 3 of 4

1/20/2021 12:50 PM

Aged Receivables

Century Summerfield (centsum)

Month Year = 01/2021

Property Unit Resident Name Total 0-30 31-60 61-90 Over 90 Prepays Balance
Unpaid days days days days
Charges
centsum 440-2113 t0544490 Lakeda Moye 554.00 193.00 0.00 198.00 163.00 0.00 554.00
centsum 440-2114 t0338373 Patria Gervacio 2,196.59 1,887.27 0.00 309.32 0.00 0.00 2,196.59
centsum 440-2124 t0524914 Angel Bulluck 4,346.04 2,185.68 0.00 2,160.36 0.00 0.00 4,346.04
centsum 440-2125 t0562672 Crystal Herndon 1,739.74 1,739.74 0.00 0.00 0.00 0.00 1,739.74
centsum 440-3113 t0456851 Nichole Fractious 1,780.11 1,210.11 0.00 253.39 316.61 0.00 1,780.11
centsum 440-3118 t0366869 Quentin Hart 1,753.93 1,753.93 0.00 0.00 0.00 0.00 1,753.93
centsum 440-3126 t0494204 Jasmine Burriss 2,475.74 1,168.06 0.00 272.54 1,035.14 0.00 2,475.74
centsum 440-4117 t0575542 Anozie Dike 0.03 0.00 0.03 0.00 0.00 0.00 0.03
centsum 440-4118 t0547213 Kelsey Jenkins 1,405.39 944.93 0.00 235.18 225.28 0.00 1,405.39
centsum 440-4121 t0535962 Christopher Chapman Jr 0.38 0.38 0.00 0.00 0.00 0.00 0.38
centsum 441-1046 t0532084 Reani Lewis 1,546.30 804.68 0.00 329.36 412.26 0.00 1,546.30
centsum 441-1050 t0545591 Keith Willie 2,264.32 1,261.61 0.00 267.51 735.20 0.00 2,264.32
centsum 441-2048 t0364845 Sean Collins 15,741.92 2,520.10 0.00 2,577.48 10,644.34 0.00 15,741.92
centsum 441-2049 t0536621 Jamaal Carrington 1,450.30 805.20 0.00 224.24 420.86 0.00 1,450.30
centsum 441-2051 t0341239 Michael Russell 0.00 0.00 0.00 0.00 0.00 -0.71 -0.71
centsum 441-3047 t0509069 Denean Brighthaupt 0.00 0.00 0.00 0.00 0.00 -0.06 -0.06
centsum 441-3051 t0573945 Donna Berry 30.00 30.00 0.00 0.00 0.00 0.00 30.00
centsum 441-4050 t0492229 Ibraheem Majekodunmi 1,212.54 1,212.54 0.00 0.00 0.00 0.00 1,212.54
centsum 450-1053 t0470581 Darlene Wheeler 0.00 0.00 0.00 0.00 0.00 -0.94 -0.94
centsum 450-1055 t0565419 Christine Awe 0.00 0.00 0.00 0.00 0.00 -125.00 -125.00
centsum 450-1057 t0576782 Brittany Jones 440.03 440.03 0.00 0.00 0.00 0.00 440.03
centsum 450-3059 t0418126 Taylor Strong 0.00 0.00 0.00 0.00 0.00 -1,620.00 -1,620.00
centsum 450-4052 t0551739 Twanna Duncan 1,000.00 750.95 0.00 249.05 0.00 0.00 1,000.00
centsum 451-1041 t0521655 Edgardo Hernandez 1,000.88 267.63 0.00 248.11 485.14 0.00 1,000.88
centsum 451-2042 t0553670 Chaliyah Ward 1,732.68 1,311.00 0.00 235.24 186.44 0.00 1,732.68
centsum 451-2043 t0464897 Andrew Kirkland 0.00 0.00 0.00 0.00 0.00 -0.28 -0.28
centsum 451-3040 t0562922 Alexus Guy 2,662.06 2,162.06 0.00 375.00 125.00 0.00 2,662.06
centsum 451-3042 t0523492 Kenneth Nelson 2,093.70 1,472.57 0.00 208.42 412.71 0.00 2,093.70
centsum 451-3043 t0502845 Antoinette Jones 5,371.45 1,808.25 0.00 1,789.19 1,774.01 0.00 5,371.45
centsum 451-3044 t0562527 Nichelle Laws 6,669.05 2,245.64 0.00 2,220.41 2,203.00 0.00 6,669.05
centsum 451-3045 t0555324 Sydney Richardson 3,846.19 2,283.37 0.00 933.48 629.34 0.00 3,846.19
centsum 451-4040 t0474258 Lacey Akinyemi 2,125.31 1,846.80 0.00 278.51 0.00 0.00 2,125.31
centsum 451-4041 t0575795 Roberta Stukes 35.00 35.00 0.00 0.00 0.00 0.00 35.00
centsum 451-4043 t0538272 Kingsley Abebe 52.96 52.96 0.00 0.00 0.00 0.00 52.96
centsum 451-4045 t0554838 Richard Seabron 10,918.77 2,233.37 0.00 2,212.82 6,472.58 0.00 10,918.77
centsum WAITLIST t0579655 Nancie Hopkins 0.00 0.00 0.00 0.00 0.00 -1,200.00 -1,200.00
centsum 464,306.74 147,295.69 152.27 82,867.32 233,991.46 -17,825.52 446,481.22

Page 4 of 4

EXHIBIT B to Schedule 5.1

1/21/2021 9:51 AM

Resident Directory

Century Summerfield (centsum)

Unit Code Resident Rent Deposit Status Lease From Lease To Move In Move Out Tel Num(Office) Tel Num(Home) Tel Num(Mobile) Email
Century Summerfield(centsum)
400-1068 t0521160 Oluwafolajimi Akinribade 1,569.00 0.00 Notice 1/7/2020 1/6/2021 1/7/2020 2/17/2021 (240)444-0176 (240)444-0176 sakinribade@gmail.com
400-3062 t0416857 Brittney Thomas 1,707.00 0.00 Notice 12/26/2019 1/25/2021 12/26/2017 1/25/2021 (252)331-9344 brittney.l.thomas87@g
401-1024 t0463438 Darian Whitfield 2,144.00 500.00 Notice 3/3/2020 4/1/2021 2/3/2019 4/1/2021 (202)378-6748 whitfield.darian@gmai
401-3025 t0476695 Gracie Smith 1,623.00 0.00 Notice 4/26/2020 4/25/2021 4/26/2019 4/24/2021 (301)260-5490 diva122074@yahoo.co
410-1080 t0418136 Shirley Parker 1,467.00 0.00 Notice 2/10/2020 2/9/2021 2/10/2018 2/9/2021 (301)379-8202 dasiee626@gmail.com
410-3096 t0463116 Miesha Foreman 1,646.00 500.00 Notice 1/30/2020 1/29/2021 12/30/2018 1/29/2021 (770)331-3034 (770)331-3034 (770)331-3034 mieshaforeman@gmai
411-1009 t0458792 Courtney Williams 1,660.00 500.00 Notice 2/5/2020 3/4/2021 1/5/2019 3/4/2021 (240)595-9355 (240)595-9355 (240)595-9355 williams.courtney98@
411-1013 t0489041 Brandon Best 2,145.00 500.00 Notice 7/5/2020 2/4/2021 7/5/2019 2/4/2021 (202)322-8633 brandon.best@gmail.c
411-4006 t0500013 Kristie Billups 1,782.00 500.00 Notice 11/6/2020 3/5/2021 11/6/2019 3/5/2021 (240)535-6159 (240)535-6159 (240)535-6159 knbtravel8@gmail.com
411-4007 t0406770 Joseph Davis 1,516.00 0.00 Notice 3/10/2021 12/9/2021 10/10/2017 2/28/2021 (919)480-6286 jpd4054@gmail.com
420-3099 t0549670 Dalonte Taylor 1,819.00 2,728.50 Notice 8/3/2020 8/2/2021 8/3/2020 1/21/2021 (202)864-9877 (202)864-9877 daltaylor@tableau.com
420-3101 t0518375 Henry Button Jr 1,368.00 500.00 Notice 1/30/2020 1/29/2021 1/30/2020 1/30/2021 (202)351-8072 (202)351-8072 henry.p.button@gmail
420-4100 t0507435 Arrington Wiggins 2,096.00 0.00 Notice 10/16/2020 2/15/2021 10/16/2019 2/15/2021 (202)321-1489 (202)321-1489 arringtonwiggins@hot
430-3109 t0361810 Johnny Montgomery 1,413.00 200.00 Notice 2/7/2020 3/6/2021 2/7/2017 3/6/2021 (410)718-8879 johnny73087@gmail.c
440-2121 t0466382 Rodney Allen 1,741.00 500.00 Notice 3/30/2020 4/29/2021 12/30/2018 4/29/2021 (202)340-6511 roda1975.ra@gmail.co
440-4124 t0463398 Andrea Scott 1,667.00 800.00 Notice 1/11/2020 2/10/2021 1/11/2019 2/10/2021 (240)392-0916 (240)392-0916 (240)392-0916 andreajasma@gmail.c
441-1049 t0495692 Gustavo Bora 1,706.00 500.00 Notice 7/2/2020 2/1/2021 8/2/2019 2/1/2021 (954)638-2058 gbora@mail.usf.edu
441-4049 t0526676 Bobby Bowden 1,437.00 500.00 Notice 3/21/2020 3/20/2021 3/21/2020 3/20/2021 (202)595-4401 (202)595-4401 bobbybowdenmsw@g
450-2055 t0385732 Bianca Dade 1,557.00 0.00 Notice 3/18/2020 3/17/2021 9/18/2017 6/30/2021 (202)230-9055 msbiancadade@gmail.
451-3042 t0523492 Kenneth Nelson 1,636.00 500.00 Notice 1/17/2020 4/16/2021 1/17/2020 4/14/2021 (302)353-0192 (302)353-0192 kennethnelson1959@g
Total centsum 33,699.00 8,728.50
Grand Total 33,699.00 8,728.50

Page 1 of 2

Schedule 5.1(h)

LIST OF SERVICE CONTRACTS

Service Vendor
Package Lockers Amazon
Locator Apartment List
ILS Apartments.com
Fire Alarm Monitoring Ark Systems
Fitness Equipment Maintenance Avalanche Tech
Fitness Instruction Bach Fitness
Promotional Items Benson Integrated Marketing
Resident Screening Better NOI/Screening Reports Inc
Telephone Service Comcast
Access Gate Maintenance Electronic Security Service, Inc.
Telephone Service Granite Telecommunications
Fire/Life Safety Inspections Guardian
Pool Maintenance High Sierra Pools
Training/Education Howl Creative Solutions
Cleaning Service J & B Cleaning
--- ---
Reputation Management J. Turner Research
Landscape Maintenance J.B Kline
Pond Maintenance J.B Kline
Trash Broker Services Jet Waste
Pest Control KenMORE
Termite Bond KenMORE
Key System KeyTrak
Emergency Phone Service KINGS III Emergency<br><br><br>Communications
Lead Management Knock
Legal Counsel/ Writs & Dispos Law Offices of Offit Kurman
Deposit Assurance Liberty Rent
Community Rewards Modern Message
Elevator Maintenance Otis
Revenue Management/Answering Service RealPage
Website RealPage
Resident Billing RealPage
ILS RentPath
--- ---
Telephone System Ring Central
Ratings Tracker/Manager Center Satisfacts
Environmental Scent Services Scent Air
Fraud Detection SNAPPT INC
Office Supplies Staples Business Advantage
Bulk Trash Removal Turbohaul, Inc.
Valet Trash Valet Living
Camera Monitoring Service VDOintel, Inc.
Bulk Internet/Cable Agreement Verizon
Internet for Cameras Verizon
Revenue Share Verizon
Office Copier Vision Office Systems
SEO Yardi (RentCafe)
ILS Zillow Network, Hot Pads, Inc.

Schedule 5.1(p)

LIST OF RECORDED AGREEMENTS

Declaration of Covenants, Restrictions, Easements and Related Agreements by and among Summerfield Investors, LLP, Summit Properties Partnership, L.P. and Norair Corporation dated April 21, 2004 and recorded April 23, 2004 in Liber 19360, Folio 417.

Connection Agreement dated June 8, 2009, made by and between Washington Metropolitan Area Transit Authority, and Camden Summit Partnership, L.P., and recorded on August 20, 2009 in Liber 30904, Folio 420.

Maintenance Agreement dated June 17, 2005, made by and between Camden Summit

Partnership, L.P. and Centex Homes, and recorded on August 15, 2005 in Liber 22714, Folio 610.

Declaration of Covenants for Storm and Surface Water Facility and System Maintenance dated June 21, 2005, made by and between Camden Summit Partnership, L.P., as recorded on October 17, 2005 in Liber 23238, Folio 614.

Schedule 5.7(b)

SCHEDULE OF MUST TAKE SERVICE CONTRACTS

VENDOR SERVICE
Amazon Package Lockers
J.B. Kline Landscape Maintenance
J.B. Kline Pond Maintenance
Otis Elevator Maintenance
Verizon Bulk Internet/Cable Agreement
Verizon Revenue Share
Vision Office Systems Officer Copier

Schedule 5.7(c)

SCHEDULE OF NATIONAL ACCOUNT CONTRACTS

VENDOR SERVICE
Apartment List Locator
Apartments.com ILS
Bach Fitness Fitness Instruction
Benson Integrated Marketing Promotional Items
Better NOI/Screening Reports Inc. Resident Screening
Howl Creative Solutions Training/Education
J. Turner Research Reputation Management
Jet Waste Trash Broker Services
Knock Lead Management
RealPage Revenue Management/Answering Service
RealPage Website
RealPage Resident Billing
RentPath ILS
Ring Central Telephone System
Satisfacts Ratings Tracker/Manager Center
Scent Air Environmental Scent Services
Staples Business Advantage Office Supplies
Yardi (RentCafe) SEO
Zillow Network, Hot Pads, Inc. ILS

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT

THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of January 29, 2021 (the “Effective Date”), by and between CENTENNIAL SUMMERFIELD, LLC, a Delaware limited liability company (“Seller”), and AH PROPERTY INVESTMENT COMPANY LLC, a Delaware limited liability company (“Purchaser”).

RECITALS

WHEREAS, Purchaser and Seller entered into that certain Purchase and Sale Agreement dated January 21, 2021 (the “PSA”) for the sale by Seller to Purchaser of property located in the City of Landover, Prince Georges County, Maryland and commonly referred to as Century Summerfield at Morgan Metro Apartments, as more particularly described in the PSA.

WHEREAS, Purchaser and Seller have mutually agreed to amend the PSA as set forth herein.

AMENDMENT

NOW, THEREFORE, in consideration of the agreement set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties, the parties agree as follow:

  1. Capitalized Terms.  All capitalized terms used in this Agreement but not otherwise defined shall have their same meanings as set forth in the PSA.

  2. Inspection Date. The Inspection Date, as defined in Section 3.2 of the PSA, is hereby extended to 5:00 P.M. Eastern Time on February 5, 2021.  All references to “Inspection Date” in the PSA shall reference the date as extended hereby.

  3. Tangible Personal Property.  The following shall be added to Schedule 1.1(d) to the Agreement:  Kowasaki Mule.

  4. Counterparts.  This Agreement may be executed and delivered in multiple counterparts, each of which shall be deemed an original instrument, and all of which, when taken together, shall constitute one and the same original document.  PDF signatures are sufficient to bind Seller and Purchaser with respect to this Agreement.

  5. Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland.

[ NO FURTHER TEXT ON THIS PAGE ]

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first written above.

SELLER:

CENTENNIAL SUMMERFIELD, LLC,

a Delaware limited liability company

By: Centennial Real Estate Fund IV, LP,

a Delaware limited partnership,

its Sole Member

By: Centennial Real Estate Fund IV GP, LLC,

a Delaware limited liability company,

its General Partner

By: Centennial Holding Company, LLC,

a Georgia limited liability company,

its Manager/Member

By:
Name: C. Read Morton, Jr.
Title: Executive Vice President

[signatures continue on following page]

[Signature Page to First Amendment to Purchase and Sale Agreement - Seller]

PURCHASER:
AH PROPERTY INVESTMENT COMPANY LLC,
a Delaware limited liability company
By:
Name: Maurice Kaufman
Title: Authorized Signatory

[Signature Page to First Amendment to Purchase and Sale Agreement – Century Summerfield]

SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT

THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made and entered into as of February 5, 2021 (the “Amendment Effective Date”), by and between CENTENNIAL SUMMERFIELD, LLC, a Delaware limited liability company (“Seller”), and 8100 GIBBS WAY, LLC, a Delaware limited liability company (as assignee to AH Property Investment Company LLC, referred to herein as “Purchaser”).

RECITALS

WHEREAS, Purchaser and Seller entered into that certain Purchase and Sale Agreement dated January 21, 2021, as amended by that certain First Amendment to Purchase and Sale Agreement dated January 29, 2021 (as amended, the “PSA”) for the sale by Seller to Purchaser of property located in the City of Landover, Prince Georges County, Maryland and commonly referred to as Century Summerfield at Morgan Metro Apartments, as more particularly described in the PSA.

WHEREAS, Purchaser and Seller have mutually agreed to further amend the PSA as set forth herein.

AMENDMENT

NOW, THEREFORE, in consideration of the agreement set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties, the parties agree as follow:

  1. Capitalized Terms.  All capitalized terms used in this Amendment but not otherwise defined shall have their same meanings as set forth in the PSA.

  2. Inspection Date. As of the Amendment Effective Date, Purchaser and Seller acknowledge and agree that: (i) this Amendment shall constitute Purchaser’s Notice to Proceed on the Inspection Date; (ii) Purchaser’s right to terminate the PSA pursuant to Section 2.3(c) (subject, however, to any rights Purchaser has to notify Seller of any Objections and/or terminate the PSA pursuant to Section 2.5 of the PSA) or Section 3.2 of the PSA is of no further force or effect, and (iii) pursuant to Section 5.7(b) of the PSA, this letter shall constitute Purchaser’s written notice of its intention not to assume any of the Service Contracts, other than the Must Take Service Contracts.  Accordingly, Purchaser instructs Seller to terminate all Service Contracts that are not Must Take Service Contracts.

  3. Certificate of Compliance.  Purchaser acknowledges receipt of a PDF copy of the Certificate of Compliance.  Seller shall cause the original, executed Certificate of Compliance to be delivered to the Title Company for recording in connection with the Closing.

  4. Billing from Washington Suburban Sanitary Commission (“WSSC”).

a. Seller has identified an incorrect billing arrangement with respect to invoices received from WSSC related to the water usage at the Property (the “Incorrect Billing).  For purposes of this Amendment, the Incorrect Billing began approximately March 1, 2018, and accordingly, the period commencing on March 1, 2018 and extending through the Closing Date shall be referred to herein as the “WSSC Billing Period”.

b. As evidenced by its execution and delivery of this Amendment, Seller agrees that it will not pursue any refund from, or communicate further with, WSSC regarding the Incorrect Billing.  Notwithstanding the foregoing, in the event of any Tenant Claims (as defined below) for which Seller or Fund IV (as defined below) is responsible for reimbursing any tenant or Purchaser pursuant to Paragraphs 1c (or any Escrow Agreement) or 1d below, then Seller shall be permitted to pursue a refund from WSSC for the amount overcharged by WSSC as a result of the Incorrect Billing during the WSSC Billing Period.

c. At Closing, Seller shall deliver to Escrow Agent an amount equal to One Hundred Sixty-Five Thousand Dollars ($165,000.00) (the “Escrow Amount”), as security of the Seller and Fund IV’s obligations set forth in Paragraph 4d below, to be held in escrow by Escrow Agent pursuant to the terms of a separate, written Escrow Agreement effective as of the Closing Date by and among Purchaser, Seller and Escrow Agent (the “Escrow Agreement”), the form of which shall be reasonably acceptable to Purchaser, Seller and Escrow Agent, and the substance of which shall set forth the following terms:

i. The Escrow Amount shall be available to Purchaser to (i) refund to tenants in occupancy at the Property during the WSSC Billing Period any amounts overcharged by WSSC and paid by such tenants during the WSSC Billing Period, in the event any such tenant makes a claim for a refund of overcharged amounts due to the Incorrect Billing (“Tenant Claims”); and/or (ii) provide security for Seller’s and Fund IV’s obligations set forth in Paragraph 4d below, for losses, costs, damages, expenses or liabilities (including, without limitation, reasonable legal fees) incurred by Purchaser in connection with defending or responding to Tenant Claims.
ii. Seller shall be required to maintain the Escrow Amount in escrow with the Escrow Agent until December 31, 2021 (the “Escrow Termination Date”) and, after the Escrow Termination Date, any remaining portion of the Escrow Amount shall be returned to the Seller, provided that there are no ongoing Tenant Claims at such time. Seller shall provide a draft Escrow Agreement to Purchaser within three (3) business days of the Amendment Effective Date.
--- ---

d. From and after the Closing Date, Seller, and by its execution of this Amendment, Centennial Real Estate Fund IV, LP, a Delaware limited partnership

(“Fund IV”), agrees to indemnify, defend and hold harmless Purchaser (and/or any assignee under the PSA) from any loss, cost, damage, expense or liability with respect to any Tenant Claim, and shall promptly reimburse (i) the tenant for the amount overcharged to such tenant during the WSSC Billing Period, and (ii) Purchaser for losses, costs, damages, expenses or liabilities (including, without limitation, reasonable legal fees) incurred by Purchaser in connection with defending or responding to such Tenant Claims; provided, however, for any claims made prior to the Escrow Termination Date, such amounts may be withdrawn from the Escrow Amount for such purposes pursuant to the Escrow Agreement.  The foregoing indemnity shall in no event be subject to the limitations set forth in Section 5.3 of the PSA, nor shall any amounts paid (whether through disbursements from the Escrow Amount or paid by Seller or Fund IV pursuant to the foregoing indemnity) be included within any calculation of the Cap; provided, however, that the foregoing indemnity shall survive Closing until the date that is three (3) years after the Closing Date and shall be limited to an amount not to exceed Five Hundred Thousand Dollars ($500,000).  In no event shall Purchaser have any liability to the tenants in occupancy during the WSSC Billing Period for any overcharging by WSSC.

e. Nothing herein shall be construed as an admission of liability or wrong-doing on the part of Seller with respect to its billing arrangements regarding the Property.

  1. Repair obligations.  Seller covenants and agrees to complete the repair, at its sole cost and expense, as a condition to Closing, of the toilets in each unit at the Property in a good and workmanlike manner, to the reasonable satisfaction of Purchaser.

  2. Assignment of PSA.  Seller hereby acknowledges that AH Property Investment Company LLC has assigned the PSA to Purchaser, a Permitted Affiliate, pursuant to an Assignment and Assumption of Purchase and Sale Agreement, a copy of which has been provided to Seller.  Purchaser constitutes a joint venture between affiliates of Arbor Commercial Mortgage LLC and Cantor Real Estate Investment Management Investments LLC.  Purchaser and Seller hereby agree to amend Section 11.1 of the PSA such that Purchaser may further assign the PSA at or prior to Closing to a Permitted Affiliate of Purchaser without the consent of Seller (i.e., deleting the “one time” limitation on assignments to Permitted Affiliates set forth in clause (i) thereof).

  3. Counterparts.  This Amendment may be executed and delivered in multiple counterparts, each of which shall be deemed an original instrument, and all of which, when taken together, shall constitute one and the same original document.  PDF signatures are sufficient to bind Seller and Purchaser with respect to this Amendment.

  4. Governing Law.  This Amendment shall be governed by and construed in accordance with the laws of the State of Maryland.

[NO FURTHER TEXT ON THIS PAGE]

IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the date first written above.

SELLER:

CENTENNIAL SUMMERFIELD, LLC,

a Delaware limited liability company

By: Centennial Real Estate Fund IV, LP,

a Delaware limited partnership,

its Sole Member

By: Centennial Real Estate Fund IV GP, LLC,

a Delaware limited liability company,

its General Partner

By: Centennial Holding Company, LLC,

a Georgia limited liability company,

its Manager/Member

By:
Name: Andrew Trotter
Title: President

For the sole purpose of confirming its obligations with respect to the indemnity set forth in Section 4 above:

CENTENNIAL REAL ESTATE FUND IV, LP,

a Delaware limited partnership

By: Centennial Real Estate Fund IV GP, LLC,

a Delaware limited liability company,

its General Partner

By: Centennial Holding Company, LLC,

a Georgia limited liability company,

its Manager/Member

By:
Name: Andrew Trotter
Title: President

[signatures continue on following page]

[Signature Page to Second Amendment to PSA – Century Summerfield]

PURCHASER:

8100 GIBBS WAY, LLC,

a Delaware limited liability company

By:
Name: Chris Milner
Title: President

[Signature Page to Second Amendment to PSA – Century Summerfield]

cfit-ex311_7.htm

Exhibit 31.1

CERTIFICATION

PURSUANT TO 17 CFR 240.13a-14

PROMULGATED UNDER

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Howard W. Lutnick, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Cantor Fitzgerald Income Trust, Inc. (the “registrant”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
--- ---
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
--- ---
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
--- ---
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
--- ---
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
--- ---
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
--- ---
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
--- ---
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
--- ---
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
--- ---
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
--- ---
May 17, 2021 /s/ Howard W. Lutnick
--- ---
Howard W. Lutnick<br><br><br>Chief Executive Officer<br><br><br>(Principal Executive Officer)

[Exhibit 31.1 to Cantor Fitzgerald Income Trust, Inc.’s 10-Q for the Quarter Ended March 31, 2021]

cfit-ex312_6.htm

Exhibit 31.2

CERTIFICATION

PURSUANT TO SECTION 17 CFR 240.13a-14

PROMULGATED UNDER

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John C. Griffin, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Cantor Fitzgerald Income Trust, Inc. (the “registrant”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
--- ---
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
--- ---
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
--- ---
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
--- ---
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
--- ---
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
--- ---
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
--- ---
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
--- ---
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
--- ---
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
--- ---
May 17, 2021 /s/ John C. Griffin
--- ---
John C. Griffin<br><br><br>Chief Financial Officer<br><br><br>(Principal Financial Officer and Treasurer)

[Exhibit 31.2 to Cantor Fitzgerald Income Trust, Inc’s 10-Q for the Quarter Ended March 31, 2021]

cfit-ex32_8.htm

Exhibit 32

CERTIFICATIONS PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Certification of Principal Executive Officer

In connection with the Quarterly Report on Form 10-Q of Cantor Fitzgerald Income Trust, Inc. (the “Company”) for the period ended March 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Howard W. Lutnick, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
--- ---
May 17, 2021 /s/ Howard W. Lutnick
--- ---
Howard W. Lutnick<br><br><br>Chief Executive Officer<br><br><br>(Principal Executive Officer)

This certification accompanies each Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement required by Section 906 has been provided by the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Certification of Principal Financial Officer

In connection with the Quarterly Report on Form 10-Q of Cantor Fitzgerald Income Trust, Inc. (the “Company”) for the period ended March 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John C. Griffin, Chief Financial Officer of the Company, certify pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
--- ---
May 17, 2021 /s/ John C. Griffin
--- ---
John C. Griffin<br><br><br>Chief Financial Officer<br><br><br>(Principal Financial Officer and Treasurer)

This certification accompanies each Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement required by Section 906 has been provided by the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

[Exhibit 32 to Cantor Fitzgerald Income Trust, Inc.’s 10-Q for the Quarter Ended March 31, 2021]

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