Exhibit 10.1

PLEDGE AGREEMENT

THIS PLEDGE AGREEMENT (this “Agreement”) is made the 28 th  day of October, 2009 by and between NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP, a Massachusetts limited partnership, with an address at 39 Brighton Avenue, Boston, Massachusetts 02134 (“Pledgor”), and HBC HOLDINGS, LLC, a Massachusetts limited liability company, with an address at 39 Brighton Avenue, Boston, Massachusetts 02134 (“Pledgee”).

WHEREAS, Pledgor owns a ninety-nine percent (99%) limited partnership interest (the “Pledged Interest”) in Boylston Downtown Limited Partnership, a Massachusetts limited partnership; and

WHEREAS, Pledgor has entered into and accepted a loan (the “Loan”) from Pledgee in the amount of [Seven Million, Eight Hundred Thousand and 00/100 Dollars ($7,800,000.00)], which Loan is evidenced by a promissory note of even date herewith (the “Note”); and

WHEREAS, as security for the Note, Pledgor desires to pledge the Pledged Interest to Pledgee on the terms and conditions set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Pledgor and Pledgee agree as follows:

1.                                        Pledge .

(a)                                   Pledgor hereby pledges, assigns and grants a security interest to Pledgee of one hundred percent (100%) of the Pledged Interest as security for the full and faithful performance of all of the Obligations (as defined below).

(b)                                  Upon the occurrence of an Event of Default (as defined below), Pledgee shall have the rights and remedies provided under the Uniform Commercial Code in force in the Commonwealth of Massachusetts as of the date of this Pledge Agreement.  In connection therewith, Pledgee may, upon no less than ten (10) days’ written notice to Pledgor sent by certified mail, return receipt requested, with all fees prepaid, sell any of the Pledged Interests in a commercially reasonable manner and for such price as Pledgee may determine in a commercially reasonable manner, subject to applicable law at a commercially reasonable public sale.  Pledgee shall be free to purchase all or any part of the Pledged Interest in Pledgee’s sole discretion.  To the extent of available sale proceeds, Pledgee may retain an amount equal to that owed to Pledgee by Pledgor pursuant to this Pledge Agreement, and any and all other instruments evidencing and securing the Obligations, plus the reasonable expenses of the sale, and shall promptly pay any balance of the sale proceeds, if any, to Pledgor.

(c)                                   Expenses of enforcing Pledgee’s rights hereunder including, but not limited to, preparation for sale, selling or the like and Pledgee’s reasonable attorneys’ fees and other expenses, shall be payable by Pledgor and shall be secured hereby.

(d)                                  All of the agreements, obligations, undertakings, representations and warranties herein made by Pledgor shall inure to the benefit of Pledgee and its respective successors and assigns, and shall bind Pledgor and his successors and assigns.

(e)                                   Pledgor agrees to execute any other instrument that Pledgee may deem necessary or desirable to effectuate the purposes of this Pledge Agreement, in Pledgee’s reasonable discretion, including, without limitation, UCC financing and continuation statements.

2.                                        Obligations .  The Pledge hereby granted shall secure the following:

(a)                                   The full and faithful performance, observance, fulfillment and compliance with all agreements, obligations and representations of Pledgor to the Pledgee, whether now existing or hereafter arising under the Note; and

(d)                                  All costs, expenses, losses, claims, damages, liabilities, penalties, suits, judgments or disbursements of any nature (including without limitation attorneys’ fees and disbursements) which may be incurred by, imposed on or asserted against Pledgee in connection with the exercise of any of Pledgee’s rights or remedies with respect to the Pledged Interests under this Pledge Agreement, or in connection with any enforcement, collection or other proceedings or any negotiations or other measure to pursue, interpret, enforce or exercise Pledgee’s rights or remedies hereunder.

The obligations set forth in this Section 2 are collectively referred to herein as the “Obligations.”

3.                                        Events of Default.    For purposes of this Pledge Agreement, the term “Event of Default” shall mean any of the following events or conditions:

(a)                                   Pledgor fails to perform or observe any provision of the Note and such default is not remedied within ten (10) days after the earlier of (i) written notice of such default given to Pledgor by Pledgee or (ii) Pledgor shall have learned of the occurrence thereof).

4.                                        Waivers .    Pledgor hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Pledge Agreement or the enforcement of the rights of Pledgee hereunder of in connection with any of the Obligations or the Pledged Interests; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to Pledgor or to any account debtor in respect of any account receivable or the substitution, release or surrender of any the Pledged Interests, the addition or release of persons primarily or secondarily liable on any Obligation or on any account receivable or other the Pledged Interests, the acceptance of partial payments on any Obligation or on any account receivable or other the Pledged Interests and/or the settlement or compromise thereof.  No delay or omission on the part of Pledgee in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder.  Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any such future occasion.  Pledgor further waives any right he may have to notice

(other than any requirement of notice provided herein) prior to the exercise of any right or remedy provided by this Pledge Agreement to Pledgee and waives his rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing.  Pledgor’s waivers under this Section have been made voluntarily, intelligently knowingly and after Pledgor has been apprised and counseled by his attorneys as to the nature thereof and its possible alternative rights.

5.                                        Termination of Agreement .   This Pledge Agreement and the Pledge created herein shall terminate when the Loan has been paid and finally discharged in full.  No waiver by Pledgee or by any other holder of Obligations of any default shall be effective unless in writing, nor shall such waiver operate as a waiver of any other default or of the same default on a future occasion in the event of a sale or assignment by Pledgee of all or any of the Obligations held by Pledgee.

6.                                        Transfer/Assignment .

(a)                                   Pledgor agrees that until this Pledge Agreement terminates, it shall not, without the express prior written consent of Pledgee, transfer, sell, pledge, exchange, or assign the Pledged Interests or any part thereof or interest therein or enter into any agreement for the transfer, sale, pledge or assignment of the Pledged Interests, or permit or suffer any other liens on the Pledged Interests, whether or not junior to the lien created hereby, to be created or to exist with respect to the Pledged Interests.

7.                                        Notices .   Except as otherwise provided herein, notice to Pledgor or to Pledgee shall be in writing and deemed to have been sufficiently given or served for all purposes hereof if delivered in hand by constable or other objective third party or mailed by first class certified or registered mail, return receipt requested, postage prepaid, at the respective addresses set forth in the opening paragraph hereof, or at such other address as the party to whom such notice is directed may have designated by like notice in writing to the other parties hereto.  A notice shall be deemed to have been given when delivered in hand or if mailed, on the earlier of (i) three (3) days after the date on which it is deposited in the mails, or (ii) the date on which it is received.

8.                                        Miscellaneous .  This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns, and the term “Pledgee” shall be deemed to include any other holder or holders of any of the Obligations.  In case a court of competent jurisdiction shall hold any provision in this Pledge Agreement to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.  This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which together shall constitute one instrument.

9.                                        Governing Law; Jurisdiction .  This Agreement, including the validity hereof and the rights and obligations of the parties hereunder, shall be construed in accordance with and governed by the laws of the Commonwealth of Massachusetts.  Pledgor, to the extent that it may lawfully do so, hereby consents to the jurisdiction of the courts of the Commonwealth of

Massachusetts and the United States District Court for the District of Massachusetts, as well as to the jurisdiction of all courts to which an appeal may be taken from such courts, for the purpose of any suit, action or other proceeding arising out of any of its obligations hereunder or with respect to the financing contemplated hereby, and expressly waives any and all objections it may have as to venue in any such courts.  Pledgor further agrees, to the extent that it may lawfully do so, that a summons and complaint commencing an action or proceeding in any of such courts shall be properly served and shall confer personal jurisdiction if served personally or by certified mail to it or him at the address provided in Section 9 of this Pledge Agreement or as otherwise provided under the laws of the Commonwealth of Massachusetts.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF , the undersigned have executed this Pledge Agreement as of the date first set forth above.

Exhibit 10.2

PROMISSORY NOTE

FOR VALUE RECEIVED , NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP , with an address c/o The Hamilton Company, Inc., 39 Brighton Avenue, Boston, Massachusetts 02134 (“ Maker ”), hereby covenants and promises to pay to HBC HOLDINGS, LLC , with an address c/o The Hamilton Company, Inc., 39 Brighton Avenue, Boston, Massachusetts 02134 (“ Payee ”), or order, at Payee’s address first above written or at such other address as Payee may designate in writing, [Seven Million, Eight Hundred Thousand and 00/100 Dollars ($7,800,000.00)], lawful money of the United States of America, together with interest thereon computed at the rate of six percent (6%) per annum, on an actual day/360 day basis (i.e., interest for each day during which any of the principal indebtedness is outstanding shall be computed at the aforesaid rate divided by 360).  The Maker shall pay interest only during the term of this Note.  Such payments shall be due and payable annually, commencing on the first anniversary of this Note, and continuing on each subsequent anniversary thereafter until the earlier of (a) ON DEMAND, upon six (6) months notice from Payee to Maker; and (b) October 27, 2013 (the “Maturity Date”). All outstanding principal and interest shall be due and payable to the Payee on the Maturity Date.

Maker covenants and agrees with Payee as follows:

1.                                        Maker will pay the indebtedness evidenced by this Note as provided herein.

2.                                        This Note is secured by a Pledge Agreement of even date herewith (the “Pledge Agreement”), which Pledge Agreement encumbers certain interests of the Maker, as more particularly described in the Pledge Agreement.

3.                                        The obligations of Maker under this Note are subject to the limitation that payments of interest shall not be required to the extent that the charging of or the receipt of any such payment by the holder of this Note would be contrary to the provisions of law applicable to the holder of this Note limiting the maximum rate of interest which may be charged or collected by the holder of this Note.  In the event Maker receives a demand for payment from the holder of this Note that includes interest in excess of the maximum amount permitted by law, any such excess shall be deemed a mistake, and if such excess payment is received by the holder of this Note, such excess payment shall be applied to the outstanding principal balance of this Note.

4.                                        The holder of this Note may declare the entire unpaid amount of principal and interest under this Note to be immediately due and payable if Maker defaults in the due and punctual payment of any installment of principal or interest hereunder. Upon default or maturity, Payee will provide a ten (10) day notice stating that the Mortgage and this Note are in default and is thus immediately accelerated.

5.                                        Maker shall have the right to prepay the indebtedness evidenced by this Note, in whole or in part, without premium or penalty.

6.                                        Maker, and all guarantors, endorsers and sureties of this Note, hereby waive presentment for payment, demand, protest, notice of protest, notice of nonpayment, and notice of dishonor of this Note. Maker and all guarantors, endorsers and sureties consent that Payee at any time may extend the time of payment of all or any part of the indebtedness secured hereby, or may grant any other indulgences.

7.                                        Any notice or demand required or permitted to be made or given hereunder shall be deemed sufficiently made and given if given by personal service or by Federal Express courier or by the mailing of such notice or demand by certified or registered mail, return receipt requested, with postage prepaid, addressed, if to Maker, at Maker’s address first above written, or if to Payee, at Payee’s address first above written. Either party may change its address by like notice to the other party.

8.                                        This Note may not be changed or terminated orally, but only by an agreement signed by the party against whom enforcement of any change, modification, waiver, or discharge is sought. This Note shall be construed and enforced in accordance with the laws of the Commonwealth of Massachusetts.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, Maker has executed this Note on the date first above written.

Exhibit 10.3

FHLMC # 534382894

MULTIFAMILY NOTE-CME

MULTISTATE — FIXED RATE

(REVISION DATE 8-14-2009)

FOR VALUE RECEIVED , the undersigned (together with such party’s or parties’ successors and assigns, “ Borrower ”) jointly and severally (if more than one) promises to pay to the order of WACHOVIA MULTIFAMILY CAPITAL, INC. , a Delaware corporation, the principal sum of EIGHTY-NINE MILLION NINE HUNDRED FOURTEEN THOUSAND AND 00/100 DOLLARS ($89,914,000.00) , with interest on the unpaid principal balance, as hereinafter provided.

1.              Defined Terms.

(a)            As used in this Note:

“ Base Recourse ” means a portion of the Indebtedness equal to Zero percent (0%) of the original principal balance of this Note.

“ Business Day ” means any day other than a Saturday, a Sunday or any other day on which Lender or the national banking associations are not open for business.

“ Cut-off Date ” means the twelfth (12 th ) Installment Due Date.

“ Default Rate ” means an annual interest rate equal to four (4) percentage points above the Fixed Interest Rate.  However, at no time will the Default Rate exceed the Maximum Interest Rate.

“ Defeasance Period ” is the period beginning the day after the Defeasance Date until but not including the first day of the Window Period.  The Defeasance Period only applies if this Note is assigned to a REMIC trust prior to the Cut-off Date.

“ Fixed Interest Rate ” means the annual interest rate of Five and 57/100 percent ( 5.57 %).

“ Installment Due Date ” means, for any monthly installment of interest only or principal and interest, the date on which such monthly installment is due and payable pursuant to Section 3 of this Note. The “ First Installment Due Date ” under this Note is December 1, 2009 .

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“ Lender ” means the holder from time to time of this Note.

“ Loan ” means the loan evidenced by this Note.

“ Lockout Period ” means the period beginning on the day that this Note is assigned to a REMIC trust until and including the Defeasance Date.  The Lockout Period only applies if this Note is assigned to a REMIC trust prior to the Cut-off Date.

“ Maturity Date ” means the earlier of (i)  November 1, 2019 (the “ Scheduled Maturity Date ”), and (ii) the date on which the unpaid principal balance of this Note becomes due and payable by acceleration or otherwise pursuant to the Loan Documents or the exercise by Lender of any right or remedy under any Loan Document.

“ Maximum Interest Rate ” means the rate of interest that results in the maximum amount of interest allowed by applicable law.

“ Prepayment Premium Period ” means the period during which, if a prepayment of principal occurs, a prepayment premium will be payable by Borrower to Lender.  The Prepayment Premium Period is the period from and including the date of this Note until but not including the earlier to occur of the following (i) the day that this Note is assigned to a REMIC trust if this Note is assigned to a REMIC trust prior to the Cut-off Date or (ii) the first day of the Window Period.  The Prepayment Premium Period only applies if this Note is not assigned to a REMIC trust or if this Note is assigned to a REMIC trust on or after the Cut-off Date.

“ Security Instrument ” means the multifamily mortgage, deed to secure debt or deed of trust effective as of the effective date of this Note, from Borrower to or for the benefit of Lender and securing this Note.

“ Treasury Security ” means the 3.625% U.S. Treasury Security due August 15, 2019.

“ Window Period ” means the three (3) consecutive calendar month period prior to the Scheduled Maturity Date.

“ Yield Maintenance Period ” means the period from and including the date of this Note until but not including the earlier to occur of the following (i) the first day that the Note is assigned to a REMIC trust or (ii)  May 1, 2019 (the “ Yield Maintenance Expiration Date ”).   The Yield Maintenance Period only applies if this Note is not assigned to a REMIC trust or if this Note is assigned to a REMIC trust on or after the Cut-off Date.

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(b)            Other capitalized terms used but not defined in this Note shall have the meanings given to such terms in the Security Instrument.

2.              Address for Payment.   All payments due under this Note shall be payable at 375 Park Avenue, 9 th  Floor, New York, New York 10152, or such other place as may be designated by Notice to Borrower from or on behalf of Lender.

3.              Payments .

(a)            Interest will accrue on the outstanding principal balance of this Note at the Fixed Interest Rate, subject to the provisions of Section 8 of this Note.

(b)            Interest under this Note shall be computed, payable and allocated on the basis of an actual/360 interest calculation schedule (interest is payable for the actual number of days in each month, and each month’s interest is calculated by multiplying the unpaid principal amount of this Note as of the first day of the month for which interest is being calculated by the Fixed Interest Rate, dividing the product by 360, and multiplying the quotient by the number of days in the month for which interest is being calculated).  The portion of the monthly installment of principal and interest under this Note attributable to principal and the portion attributable to interest will vary based upon the number of days in the month for which such installment is paid. Each monthly payment of principal and interest will first be applied to pay in full interest due, and the balance of the monthly installment payment paid by Borrower will be credited to principal.

(c)            Unless disbursement of principal is made by Lender to Borrower on the first day of a calendar month, interest for the period beginning on the date of disbursement and ending on and including the last day of such calendar month shall be payable by Borrower simultaneously with the execution of this Note.  If disbursement of principal is made by Lender to Borrower on the first day of a calendar month, then no payment will be due from Borrower at the time of the execution of this Note.  The Installment Due Date for the first monthly installment payment under Section 3(d) of interest only or principal and interest, as applicable, will be the First Installment Due Date set forth in Section 1(a) of this Note.  Except as provided in this Section 3(c), Section 10 and in Section 11, accrued interest will be payable in arrears.

(d)            (i)             Beginning on the First Installment Due Date, and continuing until and including the monthly installment due on November 1, 2011, accrued interest only shall be payable by Borrower in consecutive monthly installments due and payable on the first day of each calendar month. The amount of each monthly installment of interest only payable pursuant to this Subsection 3(d)(i) on an Installment Due Date shall vary, and shall equal $13,911.69400 multiplied by the number of days in the month prior to the Installment Due Date.

(ii)            Beginning on December 1, 2011, and continuing until and including the monthly installment due on the Maturity Date, principal and accrued interest shall be

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payable by Borrower in consecutive monthly installments due and payable on the first day of each calendar month. The amount of the monthly installment of principal and interest payable pursuant to this Subsection 3(d)(ii) on an Installment Due Date shall be Five Hundred Fourteen Thousand Four Hundred Seventy-Seven And 72/100 Dollars ( $514,477.72 ).

(e)            All remaining Indebtedness, including all principal and interest, shall be due and payable by Borrower on the Maturity Date.

(f)             All payments under this Note shall be made in immediately available U.S. funds.

(g)            Any regularly scheduled monthly installment of interest only or principal and interest payable pursuant to this Section 3 that is received by Lender before the date it is due shall be deemed to have been received on the due date for the purpose of calculating interest due.

(h)            Any accrued interest remaining past due for 30 days or more, at Lender’s discretion, may be added to and become part of the unpaid principal balance of this Note and any reference to “accrued interest” shall refer to accrued interest which has not become part of the unpaid principal balance.  Any amount added to principal pursuant to the Loan Documents shall bear interest at the applicable rate or rates specified in this Note and shall be payable with such interest upon demand by Lender and absent such demand, as provided in this Note for the payment of principal and interest.

4.              Application of Payments.  If at any time Lender receives, from Borrower or otherwise, any amount applicable to the Indebtedness which is less than all amounts due and payable at such time, Lender may apply the amount received to amounts then due and payable in any manner and in any order determined by Lender, in Lender’s discretion.  Borrower agrees that neither Lender’s acceptance of a payment from Borrower in an amount 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.

5.              Security.  The Indebtedness is secured by, among other things, the Security Instrument, and reference is made to the Security Instrument for other rights of Lender as to collateral for the Indebtedness.

6.              Acceleration.  If an Event of Default has occurred and is continuing, the entire unpaid principal balance, any accrued interest, any prepayment premium payable under Section 10 and Section 11, and all other amounts payable under this Note and any other Loan Document, shall at once become due and payable, at the option of Lender, without any prior Notice to Borrower (except if notice is required by applicable law, then after such notice).  Lender may exercise this option to accelerate regardless of any prior forbearance.  For purposes of exercising such option, Lender shall calculate the prepayment premium as if prepayment occurred on the

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date of acceleration.  If prepayment occurs thereafter, Lender shall recalculate the prepayment premium as of the actual prepayment date.

7.              Late Charge .

(a)            If any monthly installment of interest or principal and interest or other amount payable under this Note or under the Security Instrument or any other Loan Document is not received in full by Lender within ten (10) days after the installment or other amount is due, counting from and including the date such installment or other amount is due (unless applicable law requires a longer period of time before a late charge may be imposed, in which event such longer period shall be substituted), Borrower shall pay to Lender, immediately and without demand by Lender, a late charge equal to five percent (5%) of such installment or other amount due (unless applicable law requires a lesser amount be charged, in which event such lesser amount shall be substituted).

(b)            Borrower acknowledges that its failure to make timely payments will cause Lender to incur additional expenses in servicing and processing the Loan and that it is extremely difficult and impractical to determine those additional expenses.  Borrower agrees that the late charge payable pursuant to this Section represents a fair and reasonable estimate, taking into account all circumstances existing on the date of this Note, of the additional expenses Lender will incur by reason of such late payment.  The late charge is payable in addition to, and not in lieu of, any interest payable at the Default Rate pursuant to Section 8.

8.              Default Rate .

(a)            So long as (i) any monthly installment under this Note remains past due for thirty (30) days or more or (ii) any other Event of Default has occurred and is continuing, then notwithstanding anything in Section 3 of this Note to the contrary, interest under this Note shall accrue on the unpaid principal balance from the Installment Due Date of the first such unpaid monthly installment or the occurrence of such other Event of Default, as applicable, at the Default Rate.

(b)            From and after the Maturity Date, the unpaid principal balance shall continue to bear interest at the Default Rate until and including the date on which the entire principal balance is paid in full.

(c)            Borrower acknowledges that (i) its failure to make timely payments will cause Lender to incur additional expenses in servicing and processing the Loan, (ii) during the time that any monthly installment under this Note is delinquent for thirty (30) days or more, Lender will incur additional costs and expenses arising from its loss of the use of the money due and from the adverse impact on Lender’s ability to meet its other obligations and to take advantage of other investment opportunities; and (iii)  it is extremely difficult and impractical to determine those additional costs and expenses.  Borrower also acknowledges that, during the time that any monthly installment under this Note is delinquent for thirty (30) days or more or any other Event

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of Default has occurred and is continuing, Lender’s risk of nonpayment of this Note will be materially increased and Lender is entitled to be compensated for such increased risk.  Borrower agrees that the increase in the rate of interest payable under this Note to the Default Rate represents a fair and reasonable estimate, taking into account all circumstances existing on the date of this Note, of the additional costs and expenses Lender will incur by reason of the Borrower’s delinquent payment and the additional compensation Lender is entitled to receive for the increased risks of nonpayment associated with a delinquent loan.

9.              Limits on Personal Liability.

(a)            Except as otherwise provided in this Section 9, Borrower shall have no personal liability under this Note, the Security Instrument 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 the Indebtedness and the performance of such obligations shall be Lender’s exercise of its rights and remedies with respect to the Mortgaged Property and to 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 any guarantor of the Indebtedness or any guarantor of any other obligations of Borrower.

(b)            Borrower shall be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9.

(c)            In addition to the Base Recourse, Borrower shall be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by Lender as a result of the occurrence of any of the following events:

(i)             Borrower fails to pay to Lender upon demand after an Event of Default all Rents to which Lender is entitled under Section 3(a) of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence.  However, Borrower will not be personally liable for any failure described in this subsection (i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding.

(ii)            Borrower fails to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument.  However, Borrower will not be personally liable for any failure described in this subsection (ii) if Borrower is unable to apply insurance or condemnation proceeds as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding.

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(iii)           Borrower fails to comply with Section 14(g) or (i) of the Security Instrument relating to the delivery of books and records, statements, schedules and reports.

(iv)           Borrower fails to pay when due in accordance with the terms of the Security Instrument the amount of any item below marked “Deferred”; provided however, that if no item is marked “Deferred”, this Section 9(c)(iv) shall be of no force or effect

(v)            Borrower engages in any willful act of material waste of the Mortgaged Property.

(d)            In addition to the Base Recourse, Borrower shall be personally liable to Lender for:

(i)             the performance of all of Borrower’s obligations under Section 18 of the Security Instrument (relating to environmental matters);

(ii)            the costs of any audit under Section 14(g) of the Security Instrument; and

(iii)           any costs and expenses incurred by Lender in connection with the collection of any amount for which Borrower is personally liable under this Section 9, including Attorneys’ Fees and Costs and the costs of conducting any independent audit of Borrower’s books and records to determine the amount for which Borrower has personal liability.

(e)            All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which Borrower has no personal liability.

(f)             Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default:

(i)             Borrower or any SPE Equity Owner fails to comply with Section 33 of the Security Instrument;

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(ii)            a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company;

(iii)           fraud or written material misrepresentation by Borrower or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by Lender;

(iv)           Borrower or any SPE Equity Owner voluntarily files for bankruptcy protection under the United States Bankruptcy Code;

(v)            Borrower or any SPE Equity Owner voluntarily becomes subject to any reorganization, receivership, insolvency proceeding, or other similar proceeding pursuant to any other federal or state law affecting debtor and creditor rights;

(vi)           The Mortgaged Property or any part thereof becomes an asset in a voluntary bankruptcy or becomes subject to any reorganization, receivership, insolvency proceeding, or other similar proceeding pursuant to any other federal or state law affecting debtor and creditor rights;

(vii)          an order of relief is entered against Borrower or any SPE Equity Owner pursuant to the United States Bankruptcy Code or other federal or state law affecting debtor and creditor rights in any involuntary bankruptcy proceeding initiated or joined in by a “ Related Party; ” or

(viii)         an involuntary bankruptcy or other involuntary insolvency proceeding is commenced against Borrower or any SPE Equity Owner (by a party other than Lender) but only if Borrower or such SPE Equity Owner has failed to use commercially reasonable efforts to dismiss such proceeding or has consented to such proceeding.

For purposes of this Section, the term “ Related Party ” means:

(A)           Borrower, any guarantor or any SPE Equity Owner; and

(B)            any Person that holds, directly or indirectly, any ownership interest in or right to manage Borrower, any guarantor or any SPE Equity Owner, including without limitation, any shareholder, member or partner of Borrower, any guarantor or any SPE Equity Owner; and

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(C)            any Person in which any ownership interest (direct or indirect) or right to manage is held by Borrower, any guarantor, any SPE Equity Owner or any partner, shareholder or member of, or any other Person holding an interest in, Borrower, any guarantor or any SPE Equity Owner; and

(D)           any other creditor of Borrower that is related by blood, marriage or adoption to Borrower, any guarantor, any SPE Equity Owner or any partner, shareholder or member of, or any other Person holding an interest in, Borrower, any guarantor or any SPE Equity Owner.

If Borrower, any guarantor, any SPE Equity Owner or any Related Party has solicited creditors to initiate or participate in any proceeding referred to in this Section 9, regardless of whether any of the creditors solicited actually initiates or participates in the proceeding, then such proceeding shall be considered as having been initiated by a Related Party.

(g)            To the extent that Borrower has personal liability under this Section 9, Lender may exercise its rights against Borrower personally without regard to whether Lender has exercised any rights against the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, the Security Instrument, any other Loan Document or applicable law.  To the fullest extent permitted by applicable law, in any action to enforce Borrower’s personal liability under this Section 9, Borrower waives any right to set off the value of the Mortgaged Property against such personal liability.

10.           Voluntary and Involuntary Prepayments During the Prepayment Premium Period (Section Applies Prior to Securitization and if Loan is Assigned to REMIC Trust On or After the Cut-off Date).

(a)            This Section 10 shall apply (i) prior to the date that this Note is assigned to a REMIC trust and (ii) if this Note is assigned to a REMIC trust on or after the Cut-off Date.  This Section 10 shall be of no effect if this Note is assigned to a REMIC trust prior to the Cut-off Date.

(b)            Any receipt by Lender of principal due under this Note prior to the Maturity Date, other than principal required to be paid in monthly installments pursuant to Section 3, constitutes a prepayment of principal under this Note.  Without limiting the foregoing, any application by Lender, prior to the Maturity Date, of any proceeds of collateral or other security to the repayment of any portion of the unpaid principal balance of this Note constitutes a prepayment under this Note.

(c)            During the Prepayment Premium Period, the Borrower may voluntarily prepay all of the unpaid principal balance of this Note on an Installment Due Date so long as Borrower designates the date for such prepayment in a Notice from Borrower to Lender given at least 30 days prior to the date of such prepayment.  Unless Lender has previously notified Borrower of

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the expiration of the Prepayment Premium Period, upon receipt of such Notice from Borrower, Lender will notify Borrower if the Note has been assigned to a REMIC trust and the Prepayment Premium Period has expired.  If an Installment Due Date (as defined in Section 1(a)) falls on a day which is not a Business Day, then with respect to payments made under this Section 10 only, the term “Installment Due Date” shall mean the Business Day immediately preceding the scheduled Installment Due Date.

(d)            Notwithstanding Section 10(c) above, Borrower may voluntarily prepay all of the unpaid principal balance of this Note on a Business Day other than an Installment Due Date if Borrower provides Lender with the Notice set forth in Section 10(c) above and meets the other requirements set forth in this subsection.  Borrower acknowledges that Lender has agreed that Borrower may prepay principal on a Business Day other than an Installment Due Date only because Lender shall deem any prepayment received by Lender on any day other than an Installment Due Date to have been received on the Installment Due Date immediately following such prepayment and Borrower shall be responsible for all interest that would have been due if the prepayment had actually been made on the Installment Due Date immediately following such prepayment.

(e)            Unless otherwise expressly provided in the Loan Documents, Borrower may not voluntarily prepay less than all of the unpaid principal balance of this Note.  In order to voluntarily prepay all of the principal of this Note, Borrower must pay to Lender, together with the amount of principal being prepaid, (i) all accrued and unpaid interest due under this Note, plus (ii) all other sums due to Lender at the time of such prepayment, plus (iii) any prepayment premium calculated pursuant to Section 10(f).

(f)             Except as provided in Section 10(g) below, a prepayment premium shall be due and payable by Borrower in connection with any prepayment of principal under this Note during the Prepayment Premium Period.  The prepayment premium shall be in the form of U.S. currency.  The prepayment premium shall be computed as follows:

(i)             For any prepayment made during the Yield Maintenance Period, the prepayment premium shall be equal to the following:

the product obtained by multiplying:

(1)            the amount of principal being prepaid or accelerated,

by

(2)            the excess (if any) of the Monthly Note Rate over the Assumed Reinvestment Rate,

by

(3)            the Present Value Factor.

For purposes of this Section 10(f)(i), the following definitions shall apply:

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Monthly Note Rate: one-twelfth (1/12) of the Fixed Interest Rate, expressed as a decimal calculated to five digits.

Prepayment Date:   in the case of a voluntary prepayment, the date on which the prepayment is made; in the case of the application by Lender of collateral or security to a portion of the principal balance, the date of such application.

Assumed Reinvestment Rate:   one-twelfth (1/12) of the yield rate, as of the close of the trading session which is 5 Business Days before the Prepayment Date, on the Treasury Security, as reported in The Wall Street Journal , expressed as a decimal calculated to five digits.  In the event that no yield is published on the applicable date for the Treasury Security, Lender, in its discretion, shall select the non-callable Treasury Security maturing in the same year as the Treasury Security with the lowest yield published in The Wall Street Journal as of the applicable date.  If the publication of such yield rates in The Wall Street Journal is discontinued for any reason, Lender shall select a security with a comparable rate and term to the Treasury Security.  The selection of an alternate security pursuant to this Section 10 shall be made in Lender’s discretion.

Present Value Factor:  the factor that discounts to present value the costs resulting to Lender from the difference in interest rates during the months remaining in the Yield Maintenance Period using the Assumed Reinvestment Rate as the discount rate, with monthly compounding, expressed numerically as follows:

n = the number of months remaining in the Yield Maintenance Period; provided, however, if a prepayment occurs on an Installment Due Date, then the number of months remaining in the Yield Maintenance Period shall be calculated beginning with the month in which such prepayment occurs and if such prepayment occurs on a Business Day other than an Installment Due Date, then the number of months remaining in the Yield Maintenance Period shall be calculated beginning with the month immediately following the date of such prepayment.

ARR = Assumed Reinvestment Rate

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(ii)                                   For any prepayment made after the expiration of the Yield Maintenance Period but during the remainder of the Prepayment Premium Period, the prepayment premium shall be 1.0% of the amount of principal being prepaid.

(g)                                  Notwithstanding any other provision of this Section 10, no prepayment premium shall be payable with respect to (i) any prepayment made during the Window Period, or (ii) any prepayment occurring as a result of the application of any insurance proceeds or condemnation award under the Security Instrument.

(h)                                  Unless Lender agrees otherwise in writing, a permitted or required prepayment of less than the unpaid principal balance of this Note shall not extend or postpone the due date of any subsequent monthly installments or change the amount of such installments.

(i)                                      Borrower recognizes that any prepayment of any of the unpaid principal balance of this Note, whether voluntary or involuntary or resulting from an Event of Default by Borrower, will result in Lender’s incurring loss, including reinvestment loss, additional expense and frustration or impairment of Lender’s ability to meet its commitments to third parties.  Borrower agrees to pay to Lender upon demand damages for the detriment caused by any prepayment, and agrees that it is extremely difficult and impractical to ascertain the extent of such damages.  Borrower therefore acknowledges and agrees that the formula for calculating prepayment premiums set forth in this Note represents a reasonable estimate of the damages Lender will incur because of a prepayment.  Borrower further acknowledges that the prepayment premium provisions of this Note are a material part of the consideration for the Loan, and that the terms of this Note are in other respects more favorable to Borrower as a result of the Borrower’s voluntary agreement to the prepayment premium provisions.

11.                                Voluntary and Involuntary Prepayments During the Lockout Period and During the Defeasance Period (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date).

(a)                                   This Section 11 shall apply in the event this Note is assigned to a REMIC trust prior to the Cut-off Date.  This Section 11 shall be of no effect if this Note is assigned to a REMIC trust on or after the Cut-off Date.

(b)                                  Any receipt by Lender of principal due under this Note prior to the Maturity Date, other than principal required to be paid in monthly installments pursuant to Section 3, constitutes a prepayment of principal under this Note.  Without limiting the foregoing, any application by Lender, prior to the Maturity Date, of any proceeds of collateral or other security to the repayment of any portion of the unpaid principal balance of this Note constitutes a prepayment under this Note.

(c)                                   Borrower may not voluntarily prepay any portion of the principal balance of this Note during the Lockout Period or during the Defeasance Period; provided, however, any

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prepayment occurring as a result of the application of any insurance proceeds or condemnation award under the Security Instrument shall be permitted during the Lockout Period and during the Defeasance Period.  If any portion of the principal balance of this Note is prepaid during the Lockout Period or during the Defeasance Period by reason of the application by Lender of any proceeds of collateral or other security to any portion of the unpaid principal balance of this Note or following a determination that the prohibition on voluntary prepayments during the Lockout Period or during the Defeasance Period is in contravention of applicable law, then Borrower must also pay to Lender upon demand by Lender, a prepayment premium equal to five percent (5.0%) of the amount of principal being prepaid.

(d)                                  Notwithstanding any other provision of this Section 11, no prepayment premium shall be payable with respect to (i) any prepayment made during the Window Period, or (ii) any prepayment occurring as a result of the application of any insurance proceeds or condemnation award under the Security Instrument.

(e)                                   After the expiration of the Lockout Period and the Defeasance Period, Borrower may voluntarily prepay all of the unpaid principal balance of this Note on an Installment Due Date so long as Borrower designates the date for such prepayment in a Notice from Borrower to Lender given at least 30 days prior to the date of such prepayment.  If an Installment Due Date (as defined in Section 1(a)) falls on a day which is not a Business Day, then with respect to payments made under this Section 11 only, the term “Installment Due Date” shall mean the Business Day immediately preceding the scheduled Installment Due Date.

(f)                                     Notwithstanding Section 11(e) above, following the end of the Lockout Period and the Defeasance Period, Borrower may voluntarily prepay all of the unpaid principal balance of this Note on a Business Day other than an Installment Due Date if Borrower provides Lender with the Notice set forth in Section 11(e) and meets the other requirements set forth in this subsection.  Borrower acknowledges that Lender has agreed that Borrower may prepay principal on a Business Day other than an Installment Due Date only because Lender shall deem any prepayment received by Lender on any day other than an Installment Due Date to have been received on the Installment Due Date immediately following such prepayment and Borrower shall be responsible for all interest that would have been due if the prepayment had actually been made on the Installment Due Date immediately following such prepayment.

(g)                                  Unless otherwise expressly provided in the Loan Documents, Borrower may not voluntarily prepay less than all of the unpaid principal balance of this Note.  In order to voluntarily prepay all of the principal of this Note, Borrower must also pay to Lender, together with the amount of principal being prepaid, (i) all accrued and unpaid interest due under this Note, plus (ii) all other sums due to Lender at the time of such prepayment.

(h)                                  Unless Lender agrees otherwise in writing, a permitted or required prepayment of less than the unpaid principal balance of this Note shall not extend or postpone the due date of any subsequent monthly installments or change the amount of such installments.

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(i)                                      Borrower recognizes that any prepayment of any of the unpaid principal balance of this Note, whether voluntary or involuntary or resulting from an Event of Default by Borrower, will result in Lender’s incurring loss, including reinvestment loss, additional expense and frustration or impairment of Lender’s ability to meet its commitments to third parties.  Borrower agrees to pay to Lender upon demand damages for the detriment caused by any prepayment, and agrees that it is extremely difficult and impractical to ascertain the extent of such damages.  Borrower therefore acknowledges and agrees that the formula for calculating prepayment premiums set forth in Section 11(c) of this Note represents a reasonable estimate of the damages Lender will incur because of a prepayment.  Borrower further acknowledges that the lockout and prepayment premium provisions of this Note are a material part of the consideration for the Loan, and that the terms of this Note are in other respects more favorable to Borrower as a result of the Borrower’s voluntary agreement to the prepayment premium provisions.

(j)                                      If, after the expiration of the Lockout Period, the Borrower defeases the Loan as described in Section 44 of the Security Instrument during the Defeasance Period, Borrower shall not have the right to voluntarily prepay any of the principal of this Note at any time.

12.                                DEFEASANCE (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date) .

(a)                                   This Section 12 shall apply in the event this Note is assigned to a REMIC trust prior to the Cut-off Date.  This Section 12 shall be of no effect if this Note is assigned to a REMIC trust on or after the Cut-off Date.

(b)                                  Section 5 of this Note is amended by adding a new paragraph at the end thereof as follows:

If Borrower obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 44 of the Security Instrument, the Indebtedness shall be secured by the Pledge Agreement and reference shall be made to the Pledge Agreement for other rights of Lender as to collateral for the Indebtedness.

(c)                                   Section 9 of this Note is amended by adding a new paragraph at the end thereof as follows:

If Borrower obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 44 of the Security Instrument, Borrower shall have no personal liability under this Note or the Pledge Agreement for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under this Note or the Pledge Agreement (other than any liability under Section 18 of the Security Instrument for events that occur prior to the Defeasance Closing Date, whether discovered before or after the Defeasance Closing Date),

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and Lender’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall be Lender’s exercise of its rights and remedies with respect to the collateral held by Lender under the Pledge Agreement as security for the Indebtedness.

(d)                                  Section 21(a) of this Note is amended by adding a new paragraph at the end thereof as follows:

If Borrower obtains a release of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 44 of the Security Instrument, a ll Notices, demands and other communications required or permitted to be given pursuant to this Note shall be given in accordance with the Pledge Agreement.

13.                                Costs and Expenses.  To the fullest extent allowed by applicable law, Borrower shall pay all expenses and costs, including Attorneys’ Fees and Costs incurred by Lender as a result of any default under this Note or in connection with efforts to collect any amount due under this Note, or to enforce the provisions of any of the other Loan Documents, including those incurred in post-judgment collection efforts and in any bankruptcy proceeding (including any action for relief from the automatic stay of any bankruptcy proceeding) or judicial or non-judicial foreclosure proceeding.  Borrower acknowledges and agrees that, in connection with each request by Borrower under this Note or any Loan Document, Borrower shall pay all reasonable Attorneys’ Fees and Costs and expenses incurred by Lender, including any fees charged by the Rating Agencies, regardless of whether the matter is approved, denied or withdrawn.

14.                                Forbearance.   Any forbearance by Lender in exercising any right or remedy under this Note, the Security Instrument, or any other Loan Document or otherwise afforded by applicable law, shall not be a waiver of or preclude the exercise of that or any other right or remedy.  The acceptance by Lender of any payment 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 or to exercise any right or remedy with respect to any failure to make prompt payment.  Enforcement by Lender of any security for Borrower’s obligations under this Note shall not constitute an election by Lender of remedies so as to preclude the exercise of any other right or remedy available to Lender.

15.                                Waivers.  Borrower and all endorsers and guarantors of this Note and all other third party obligors waive presentment, demand, notice of dishonor, protest, notice of acceleration, notice of intent to demand or accelerate payment or maturity, presentment for payment, notice of nonpayment, grace, and diligence in collecting the Indebtedness.

16.                                Loan Charges.   Neither this Note nor any of the other Loan Documents shall be construed to create a contract for the use, forbearance or detention of money requiring payment of interest at a rate greater than the Maximum Interest Rate.  If any applicable law limiting the amount of interest or other charges permitted to be collected from Borrower in connection with

15

the Loan is interpreted so that any interest or other charge provided for in any Loan Document, whether considered separately or together with other charges provided for in any other Loan Document, violates that law, and Borrower is entitled to the benefit of that law, that interest or charge is hereby reduced to the extent necessary to eliminate that violation.  The amounts, if any, previously paid to Lender in excess of the permitted amounts shall be applied by Lender to reduce the unpaid principal balance of this Note. For the purpose of determining whether any applicable law limiting the amount of interest or other charges permitted to be collected from Borrower has been violated, all Indebtedness that constitutes interest, as well as all other charges made in connection with the Indebtedness that constitute interest, shall be deemed to be allocated and spread ratably over the stated term of this Note.  Unless otherwise required by applicable law, such allocation and spreading shall be effected in such a manner that the rate of interest so computed is uniform throughout the stated term of this Note.

17.                                Commercial Purpose.  Borrower represents that Borrower is incurring the Indebtedness solely for the purpose of carrying on a business or commercial enterprise, and not for personal, family, household, or agricultural purposes.

18.                                Counting of Days.  Except where otherwise specifically provided, any reference in this Note to a period of “days” means calendar days, not Business Days.

19.                                Governing Law.  This Note shall be governed by the law of the Property Jurisdiction.

20.                                Captions.  The captions of the Sections of this Note are for convenience only and shall be disregarded in construing this Note.

21.                                Notices; Written Modifications .

(a)                                   All Notices, demands and other communications required or permitted to be given pursuant to this Note shall be given in accordance with Section 31 of the Security Instrument.

(b)                                  Any modification or amendment to this Note shall be ineffective unless in writing signed by the party sought to be charged with such modification or amendment; provided, however, in the event of a Transfer under the terms of the Security Instrument that requires Lender’s consent, any or some or all of the Modifications to Multifamily Note set forth in Exhibit A to this Note may be modified or rendered void by Lender at Lender’s option, by Notice to Borrower and the transferee, as a condition of Lender’s consent.

22.                                Consent to Jurisdiction and Venue.   Borrower agrees that any controversy arising under or in relation to this Note may be litigated in the Property Jurisdiction.  The state and federal courts and authorities with jurisdiction in the Property Jurisdiction shall have jurisdiction over all controversies that shall arise under or in relation to this Note.  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

16

otherwise.  However, nothing in this Note is intended to limit any right that Lender may have to bring any suit, action or proceeding relating to matters arising under this Note in any court of any other jurisdiction.

23.                                WAIVER OF TRIAL BY JURY.  BORROWER AND LENDER EACH (A) AGREES NOT TO ELECT A TRIAL BY JURY WITH RESPECT TO ANY ISSUE ARISING OUT OF THIS NOTE OR THE RELATIONSHIP BETWEEN THE PARTIES AS LENDER AND BORROWER 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.

24.                                State-Specific Provisions .  N/A.

[NO FURTHER TEXT ON THIS PAGE]

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ATTACHED EXHIBIT.  The Exhibit noted below, if marked with an “X” in the space provided, is attached to this Note:

x                                   Exhibit A                                                Modifications to Multifamily Note

[SIGNATURE CONTINUED ON FOLLOWING PAGE]

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IN WITNESS WHEREOF , and in consideration of the Lender’s agreement to lend Borrower the principal amount set forth above, Borrower has signed and delivered this Note under seal or has caused this Note to be signed and delivered under seal by its duly authorized representative.   Borrower intends that this Note shall be deemed to be signed and delivered as a sealed instrument.

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PAY TO THE ORDER OF:  FEDERAL HOME LOAN MORTGAGE CORPORATION WITHOUT RECOURSE AS OF THE 28 th  DAY OF OCTOBER, 2009.

LENDER:

WACHOVIA MULTIFAMILY CORPORATION , a Delaware corporation

1

EXHIBIT A

MODIFICATIONS TO MULTIFAMILY NOTE

The following modifications are made to the text of the Note that precedes this Exhibit.

1.                                        Section 9(c)(iii) of the Note is hereby deleted in its entirety and replaced as follows:

“(iii)                Borrower fails to comply beyond any applicable notice and cure period with Section 14(g) or (i) of the Security Instrument relating to the delivery of books and records, statements, schedules and reports.

2.                                        Section 9(c)(i) of the Note is hereby amended by deleting the first sentence thereof and substituting the following:

“(i)                      Borrower fails to pay to Lender upon demand after an Event of Default (A) all Rents to which Lender is entitled under Section 3(a) of the Security Instrument, (B) the amount of all security deposits collected by Borrower from tenants then in residence, and (C) the amount of any unearned Prepaid Rents that Borrower is permitted to receive and collect under Section 4(g) of the Security Instrument (by way of example, in the event that Borrower has collected Prepaid Rents for 12 months from a student tenant under a 12-month lease and there is an Event of Default in month 7 of the 12-month lease, Borrower shall be liable to Lender for 5 months of such Prepaid Rent).”

3.                                        Section 9(f) of the Note is hereby amended by adding the following new paragraph:

“(ix)                 Borrower fails to deliver to Lender within thirty (30) days following the date hereof (A) a fully executed (including the signature of the Clearing Bank) original of the (a) Cash Management Agreement — CME and (b) Clearing Account Agreement- CME with respect to the Mortgaged Property, on Freddie Mac’s approved form for such documents containing only such modifications that are acceptable to Lender and (B) an opinion of counsel in form acceptable to Lender with regard to the enforceability of the Cash Management Agreement and Clearing Account Agreement and with regard to the Lender’s perfection of a security interest in the accounts established therein.”

A-1