0001332551-10-000089 Sample Contracts

REINSTATEMENT AND SECOND AMENDMENT TO LOAN SALE AGREEMENT
Loan Sale Agreement • November 15th, 2010 • Resource Real Estate Opportunity REIT, Inc. • Real estate investment trusts

THIS REINSTATEMENT AND SECOND AMENDMENT TO LOAN SALE AGREEMENT (this “Amendment”) is entered into as of August 31, 2010, by and between BANK OF AMERICA, N.A., AS SUCCESSOR BY MERGER TO LASALLE BANK NATIONAL ASSOCIATION AS TRUSTEE FOR THE REGISTERED HOLDERS OF GMAC COMMERCIAL MORTGAGE SECURITIES, INC., MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-C3 (“Seller”), and RESOURCE REAL ESTATE OPPORTUNITY OP, LP, a Delaware limited partnership (“Purchaser”).

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WESTHOLLOW LANDMARK LP as Grantor to JAY C. PAXTON, as Trustee for the benefit of DEUTSCHE BANC MORTGAGE CAPITAL, L.L.C., as Beneficiary
Deed of Trust and Security Agreement • November 15th, 2010 • Resource Real Estate Opportunity REIT, Inc. • Real estate investment trusts

This DEED OF TRUST AND SECURITY AGREEMENT ("Deed of Trust"), dated as of October 27, 2003, is given by WESTHOLLOW LANDMARK LP, a Delaware limited partnership, as grantor ("Grantor"), whose address is 8114 North Lawndale Avenue, Skokie, Illinois 60076, to JAY C. PAXTON, as trustee ("Trustee"), whose address is 1980 Post Oak Blvd., Suite 700, Houston, Texas 77056, for the benefit of DEUTSCHE BANC MORTGAGE CAPITAL, L.L.C., a Delaware limited liability company, as beneficiary, and its successors and/or assigns ("Beneficiary"), whose address is 60 Wall Street, 11th Floor, NYC601120, New York, New York 10005.

ASSIGNMENT AND ASSUMPTION OF LOAN SALE AGREEMENT
Assignment and Assumption • November 15th, 2010 • Resource Real Estate Opportunity REIT, Inc. • Real estate investment trusts

THIS ASSIGNMENT AND ASSUMPTION LOAN SALE AGREEMENT (this “Assignment”) is made this 03 day of September, 2010, by and between RESOURCE REAL ESTATE OPPORTUNITY OP, LP, a Delaware limited partnership, as assignor (“Assignor”), and RRE WESTHOLLOW HOLDINGS, LLC, a Delaware limited liability company, as assignee (“Assignee”).

LOAN SALE AGREEMENT (Westhollow Apartments) Dated and Effective as of July 30, 2010 by and between
Loan Sale Agreement • November 15th, 2010 • Resource Real Estate Opportunity REIT, Inc. • Real estate investment trusts • Maryland

THIS LOAN SALE AGREEMENT (“Agreement”), is made and entered into as of July 30, 2010, by and between Bank of America, N.A. as successor by merger to LaSalle Bank National Association as Trustee for the Registered Holders of GMAC Commercial Mortgage Securities, Inc., Mortgage Pass-Through Certificates, Series 2003-C3 (“Seller”) and Resource Real Estate Opportunity OP, LP, a Delaware limited partnership or its designee (“Buyer”).

AMENDMENT TO LOAN SALE AGREEMENT
Loan Sale Agreement • November 15th, 2010 • Resource Real Estate Opportunity REIT, Inc. • Real estate investment trusts

THIS AMENDMENT TO LOAN SALE AGREEMENT (this “Amendment”) is entered into as of August 23, 2010, by and between BANK OF AMERICA, N.A., AS SUCCESSOR BY MERGER TO LASALLE BANK NATIONAL ASSOCIATION AS TRUSTEE FOR THE REGISTERED HOLDERS OF GMAC COMMERCIAL MORTGAGE SECURITIES, INC., MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-C3 (“Seller”), and RESOURCE REAL ESTATE OPPORTUNITY OP, LP, a Delaware limited partnership (“Purchaser”).

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