SCHEDULE 3 (Key Principal Affiliate as New Key Principal) TO MODIFICATIONS TO MULTIFAMILY LOAN AND SECURITY AGREEMENT (Transfers of Ownership Interests; Change of Control Replacement or Divestment of Key – Principal) Section 11.03[(h)] (Additional Permitted Transfers) is hereby amended by deleting the heading and first paragraph of subsection (1) in their entirety and replacing them with the following: (1) Prohibited Transfers of Ownership Interests Resulting in a Change of Control (Key Principal Affiliate as New Key Principal). Notwithstanding the restriction contained in Section 11.02(b)(2)(B) (Interests in Borrower, Key Principal, or Guarantor), a replacement of Key Principal by an affiliate of Key Principal shall be permitted, provided the following conditions are satisfied: Section 11.03[(h)](1)(A) (Notice) is hereby amended by deleting it in its entirety and replacing it with the following: (A) Notice and Approval. Borrower shall provide Lender not less than thirty (30) days prior written notice of the proposed Transfer and approval, which approval obtain Lender’s shall not be unreasonably withheld, delayed or conditioned provided all other conditions to the Transfer are satisfied; Section 11.03[(h)](1)(E) (Transferee Status) is hereby amended by deleting it in its entirety and replacing it with the following: (E) Transferee Status. The new key principal shall, as of the date of the Transfer: (1) not be a Prohibited Person; (2) be Controlled by, Controlling or under common Control with Key Principal; and (3) have a Net Worth and Liquidity not less than that of Key Principal.
SCHEDULE 3 (Key Principal Affiliate as New Key Principal) TO MODIFICATIONS TO MULTIFAMILY LOAN AND SECURITY AGREEMENT (Transfers of Ownership Interests; Change of Control – Replacement or Divestment of Key Principal) Section 11.03[(h)] (Additional Permitted Transfers) is hereby amended by deleting the heading and first paragraph of subsection (1) in their entirety and replacing them with the following: (1) Prohibited Transfers of Ownership Interests Resulting in a Change of Control (Key Principal Affiliate as New Key Principal). Notwithstanding the restriction contained in Section 11.02(b)(2)(B) (Interests in Borrower, Key Principal, or Guarantor), a replacement of Key Principal by an affiliate of Key Principal shall be permitted, provided the following conditions are satisfied: Section 11.03[(h)](1)(A) (Notice) is hereby amended by deleting it in its entirety and replacing it with the following: (A) Notice and Approval. Borrower shall provide Lender not less than thirty (30) days prior written notice of the proposed Transfer and obtain Lender’s approval, which approval shall not be unreasonably withheld, delayed or conditioned provided all other conditions to the Transfer are satisfied; Section 11.03[(h)](1)(E) (Transferee Status) is hereby amended by deleting it in its entirety and replacing it with the following: (E) Transferee Status. The new key principal shall, as of the date of the Transfer: (1) not be a Prohibited Person; (2) be Controlled by, Controlling or under common Control with Key Principal; and (3) have a Net Worth and Liquidity not less than that of Key Principal.
6240.t4.docx