exhibit_10-27.htm


     

    


    


    FHLMC
LOAN NUMBERS – SEE EXHIBIT A

    


    


    MASTER
CROSS-COLLATERALIZATION AGREEMENT

    


    


    (Revision
Date 4/27/2009)

    


    THIS MASTER CROSS-COLLATERALIZATION
AGREEMENT (this “Agreement”) is made as of the 16th day
of December, 2009 by HOLLIDAY
FENOGLIO FOWLER, L.P., a limited partnership organized and existing under
the laws of Texas (“Lender”), and those parties identified on Exhibit A attached
hereto (each referred to individually as a “Grantor” and all referred to
collectively as the “Grantors”).

    


    RECITALS

    


    
      	
              A.

            	
              Lender
      has agreed to make, or has made to each of the Grantors identified on
      Exhibit A
      attached hereto (each sometimes also referred to individually as a “Borrower” and all
      sometimes referred to collectively as the “Borrowers”) a loan (each
      a “Loan” and
      collectively, the “Loans”) in the original
      principal amounts set forth on Exhibit A
      attached hereto.

            


    

    


    
      	
              B.

            	
              Each
      Loan  is secured by a Multifamily Mortgage or Deed of Trust,
      Assignment of Rents and Security Agreement (each a “Mortgage” and
      collectively, the “Mortgages”).   Each
      Mortgage encumbers the applicable real property identified in Exhibit B
      attached hereto and other property included within the definition of
      “Mortgaged Property” in such
Mortgage.

            


    

    


    
      	
              C.

            	
              Each
      Grantor is an Affiliate of the other Grantors and will receive a direct
      and material benefit from the Loans to the Borrowers.   The
      Lender is willing to make a Loan to each Borrower only if each Grantor
      agrees to pay all of the Indebtedness of the other Borrowers with respect
      to the other Borrowers’ Loans as set forth in this
    Agreement.

            


    

    


    
      	
              D.

            	
              Each
      Grantor is executing this Agreement to evidence its agreement (a) to pay
      as and when due all of the Indebtedness of the Borrowers under the
      Borrowers’ Loan Documents and (b) to bear joint and several liability for
      the Indebtedness of all Borrowers as set forth in this
      Agreement.

            


    

    


    
      	
              E.

            	
              Each
      Grantor executing a Mortgage further agrees that its obligations under
      this Agreement shall be secured by such Mortgage under the terms
      hereof.

            


    

    


    THEREFORE,
the parties hereto agree as follows:

    


    
      	
              1.

            	
                Definitions. For
      purposes of this Agreement, the following terms shall have the meanings
      indicated:

            


    

    


    “Event of Default” shall have
the meaning set forth in Section 4.


    
      
         


      

      
        Page
1

        
        

      

      
         


      

    


    “Foreclosure” means, with
respect to any Mortgage, a judicial or non-judicial foreclosure of or trustee’s
sale under the Mortgage, a deed in lieu of such foreclosure or sale, a sale of
the Mortgaged Property pursuant to lawful order of a court of competent
jurisdiction in a bankruptcy case filed under Title 11 of the United States
Code, or any other similar disposition of any of the Mortgaged Property
encumbered by the Mortgage.

    


    “Fraudulent Transfer Laws”
means Section 548 of Title 11 of the United States Code or any applicable
provisions of comparable state law, including any provisions of the Uniform
Fraudulent Conveyance Act or Uniform Fraudulent Transfer Act, as adopted under
state law.

    


    “Indebtedness” means, with
respect to each Grantor, the “Indebtedness” as defined in the Grantor’s Mortgage
without regard to additional obligations of that Grantor that are created by
this Agreement.

    


    “Loans” means the loans
identified in Exhibit
A.

    


    "Mortgage" means that as set
forth in the Recitals to this Agreement.

     

    "Note" with respect to each
Borrower means the Multifamily Note evidencing that Borrower's obligation to
repay its Loan.

     

    "Property" means, with respect
to each Grantor, the "Mortgaged Property" as defined in the Mortgage executed by
such Grantor.

     

    "Release Date" means the date
that the applicable Property will be released pursuant to Section 14
hereof.

     

    "Released Property" means a
Borrower’s Property encumbered by a Mortgage that is subject to being released
from this Agreement pursuant to Section 14 hereof.

     

    "Total Indebtedness" means,
with respect to each Grantor, that Grantor's obligation both (a) to pay its
Indebtedness and (b) to pay all other amounts payable under this Agreement and
under the other Borrowers' Loan Documents, whether such obligations arise
directly or under a guaranty of such obligations.

     

    "Total Property” means the
aggregate of all the Properties, now or hereafter made subject to this
Agreement.

     

    Capitalized
terms not otherwise defined in this Agreement shall have the meanings set forth
in the Mortgages.

    


    
      	
              2.

            	
              Joint and Several Liability;
      Integration of Obligations.

            


    

     

    (a)           Notwithstanding
anything to the contrary in this Agreement or any Borrower's Loan Documents,
subject to the terms and conditions of this Agreement, each Grantor hereby
agrees to pay the Indebtedness of each other Grantor, as and when
due.  Accordingly, the Indebtedness of each Grantor listed in Exhibit A shall be
the joint and several obligation of each Grantor, subject to and in accordance
with the terms of this Agreement.

     

    (b)           While
each Loan represents a separate and independent obligation of each Grantor,
whether direct or indirect, the Grantors acknowledge that, in requesting the
Lender to make the Loans, they intend:


    
      
         


      

      
        Page
2

        
        

      

      
         


      

    

    
       

    

    
      
        	
                 
      

              	
                i.

              	
                that
      the Loans be treated as if they were a single, integrated indebtedness of
      the Grantors, and

              


      

       

    

    
      	
               
      

            	
              ii.

            	
              that
      the Total Property will secure to the Lender the payment and performance
      of all of the Total Indebtedness, subject only to any limitations on the
      amounts secured by any of the Mortgages as set forth in the
      Mortgages.

            


    

     

    Accordingly,
if any Grantor fails to pay fully, when due, any amount payable to the Lender
under this Agreement or any Loan Document, then the Lender may elect,
in its discretion, to treat that amount as being due and owing by the Grantors,
on a joint and several basis; may enforce its rights and
remedies against and collect such amounts from the Grantors on a joint and
several basis; and may
recover such amounts from the value of each of the Properties, on a pro rata
basis or otherwise, as determined by the Lender in its
discretion.  The Total Property secures all Grantors' Total
Indebtedness, without apportionment or allocation of any Property or any portion
of any Property (except that the Total Indebtedness may be apportioned among the
Properties for the sole and limited purpose of determining the amount of
transfer or recordation taxes or documentary stamps required in connection with
recordation of this Agreement and the Mortgages).

     

    3.           Intentionally
Omitted.

     

    4.           Events of
Default.  Each of the following events shall constitute an
“Event of Default” under this Agreement:

    


    
      	
               
      

            	
              (a)

            	
              a
      default or breach by any Grantor of any provision of this Agreement;
      and

            


    

    


    
      	
               
      

            	
              (b)

            	
              any
      event or condition constituting an “Event of Default” under any Loan
      Document.

            


    

    


    5.           Cross-Default.  Any
Event of Default under this Agreement shall constitute an Event of Default under
each respective Mortgage.

    


    6.           Remedies.  Upon the
occurrence of an Event of Default, Lender, in its sole and absolute discretion,
may exercise any or some or all of the following remedies, in such order and at
such times as Lender shall elect:

    


    
      	
               
      

            	
              (a)

            	
              declare
      immediately due and payable the Indebtedness of any or all Borrowers;
      and

            


    

     

    
      	
               
      

            	
              (b)

            	
              exercise
      any or all of its rights and remedies under this Agreement, any Loan
      Document or applicable law.

            


    

     

    The
Lender may exercise such remedies in one or more proceedings, whether
contemporaneous or consecutive or a combination of both, to be determined by
Lender in its sole discretion.  The Lender may enforce its rights
against any one or more Properties or portions of Properties, in such order and
manner as it may elect in its sole discretion.  The enforcement of any
one Mortgage shall not constitute an election of remedies, and shall not limit
or preclude the enforcement of any other Mortgage or Loan Document, through one
or more additional proceedings. The Lender may bring any action or proceeding,
including but not limited to judicial or non-judicial foreclosure proceedings,
without regard to the fact that one or more other proceedings may have been
commenced elsewhere with respect to the same Property or Properties or any
portion of them.  Each Grantor hereby unconditionally and irrevocably
waives


    
      
         


      

      
        Page
3

        
        

      

      
         


      

    


    any
rights it may have, now or in the future, whether at law or in equity, to
require the Lender to enforce or exercise any of its rights or remedies under
this Agreement, under any Mortgage, or under any other Loan Document in any
particular manner or order or in any particular state or county, or to apply the
proceeds of any foreclosure sale or sales in any particular manner or
order.

     

    No
judgment obtained by Lender in any one or more enforcement proceedings shall
merge the related Indebtedness into that judgment, and all Total Indebtedness
which remains unpaid shall remain a continuing obligation of the
Grantors.  Notwithstanding any foreclosure of any Mortgage, the
Grantors shall remain bound under this Agreement.

    


    7.           Application of
Proceeds.  Proceeds of the enforcement or foreclosure of any
Mortgage shall be applied to the payment of the Total Indebtedness (including
prepayment premiums) in such order as Lender may determine in Lender’s sole
discretion.

    


    8.           Adjustment of
Obligations.  If the Total Indebtedness of any Grantor, or any
portion thereof, is subject to avoidance under any Fraudulent Transfer Law,
then the Total Indebtedness of that Grantor shall be limited to the largest
amount that would not be subject to avoidance as a fraudulent transfer or
conveyance under such Fraudulent Transfer Law.

    


    At any
time at Lender’s sole option, Lender may record among the applicable land
records a complete or partial termination of this Agreement evidencing Lender’s
election to treat this Agreement as null and void with respect to one or more or
all of the Properties (each a “Terminated Property” and
collectively, the “Terminated
Properties”).  Each Grantor, as applicable, at Lender’s
request, must join in any such termination or partial termination, and each
Grantor hereby irrevocably appoints Lender as such Grantor’s agent and
attorney-in-fact to execute, deliver and record such termination or partial
termination in such Grantor’s name.  Following any such termination or
partial termination of this Agreement, Lender may enforce the Mortgages and
other Loan Documents in accordance with their respective terms as if this
Agreement had never been executed and delivered as to any Terminated
Properties.

    


    9.           Grantors'
Rights of Subrogation, Etc.

    


    (a)           Until
the Total Indebtedness has been paid and performed in full and the maximum
period thereafter during which any payment to Lender with respect to the Total
Indebtedness could be deemed a preference under the United States Bankruptcy
Code has expired, each Grantor hereby waives any right of subrogation,
contribution, reimbursement or indemnity (whether contractual, statutory,
equitable, under common law or otherwise) and any other rights to enforce any
claims or remedies which it has now or may have in the future against any other
Grantor or any of the Properties or against any guarantor or security for the
Total Indebtedness.

     

    (b)           If
a Grantor's agreement under Subsection (a) is found by a court of competent
jurisdiction to be void or voidable for any reason, any such rights a Grantor
may have against another Grantor, any Properties or any guarantor or security
for the Total Indebtedness shall be subordinate to any rights the Lender may
have against the Grantors, such Properties, such guarantor or such
security.

     

    (c)           Each
Grantor understands that the exercise by Lender of certain rights and remedies
contained in any Mortgage may affect or eliminate any Grantor’s right of
subrogation against any or all of the other Grantors and that such Grantor may
therefore incur a partially or totally non-reimbursable liability under this
Agreement.  Nevertheless, each Grantor authorizes


    
      
         


      

      
        Page
4

        
        

      

      
         


      

    


    and
empowers Lender, in Lender’s sole and absolute discretion, to exercise any right
or remedy, or any combination thereof, which may then be available.

     

    10.           Subordination of Obligations Between
Grantors.  Any indebtedness or other obligation of a Grantor (a
"Debtor Grantor") held
by another Grantor (a "Creditor Grantor") shall be subordinate
to the rights of the Lender against that Debtor Grantor.  If the
Lender so requests at a time when an Event of Default has occurred and is
continuing, any Creditor Grantor shall enforce and collect any such indebtedness
or other obligation as trustee for the Lender and shall pay over to the Lender
any amount collected, on account of the Total Indebtedness of the Debtor
Grantor.

    


    11.           Lender's
Rights.  Each Grantor agrees that the Lender may, without
demand and at any time and from time to time and without the consent of, or
notice to, the Grantor, without incurring responsibility to the Grantor, and
without impairing or releasing the Total Indebtedness of any Grantor, upon or
without any terms or conditions and in whole or in part:

     

    
      	
               
      

            	
              (a)

            	
              change
      the manner, place or terms of payment, or change or extend the time of
      payment of, or renew, increase, accelerate or alter, any of the
      Indebtedness or Total Indebtedness of any of the other Grantors, any
      security for such Indebtedness or Total Indebtedness, or any liability
      incurred directly or indirectly with respect to such Indebtedness or Total
      Indebtedness;

            


    

     

    
      	
               
      

            	
              (b)

            	
              take
      and hold security for the payment of the Indebtedness or Total
      Indebtedness of any of the other Grantors and sell, exchange, release,
      surrender, realize upon or otherwise deal with in any manner and in any
      order any property pledged or mortgaged to secure such Indebtedness or
      Total Indebtedness;

            


    

     

    
      	
               
      

            	
              (c)

            	
              exercise
      or refrain from exercising any rights against any Grantor, or any
      Properties;

            


    

     

    
      	
               
      

            	
              (d)

            	
              release
      or substitute any one or more endorsers, guarantors, or other obligors
      with respect to the Indebtedness or Total Indebtedness of any of the other
      Grantors;

            


    

     

    
      	
               
      

            	
              (e)

            	
              settle
      or compromise any of the Indebtedness or Total Indebtedness of any of the
      other Grantors (including but not limited to obligations under this
      Agreement), any security for such Indebtedness or Total Indebtedness or
      any liability incurred directly or indirectly with respect to such
      Indebtedness or Total Indebtedness, or subordinate the payment of all or
      any part of such Indebtedness or Total Indebtedness to the payment of any
      liability (whether due or not) of any other Grantor to its creditors other
      than the Lender;

            


    

     

    
      	
               
      

            	
              (f)

            	
              apply
      any sums realized to any liability or liabilities of any other Grantor
       or guarantor
      to the Lender regardless of what liability or liabilities of the Grantors
      or guarantor to the Lender
      remain unpaid; and

            


    

     

    
      	
               
      

            	
              (g)

            	
              consent
      to or waive any breach by any other Grantor of, or any act,
      omission or default by any other Grantor under, this Agreement or any of
      the Loan Documents.

            


    

     

    12.           Indemnification.  The
Grantors, jointly and severally, for themselves, their personal representatives,
successors and assigns, hereby indemnify and hold harmless the Lender and each
of the trustees named in the Mortgages, as applicable, and their successors in
the trust and the Lender and its successors in interest in each of the Mortgages
and their respective controlling


    
      
         


      

      
        Page
5

        
        

      

      
         


      

    


    persons,
directors, officers, agents, employees, contractors, subcontractors, and the
personal representatives, successors and assigns of each of them (all
hereinafter collectively referred to as the "Indemnitees") of and from any
and all claims, debts, demands, rights, liabilities, actions and causes of
action of whatsoever kind and nature, either direct or consequential, and all
costs and expenses arising out of or relating thereto (including attorneys’
fees) which any person or entity has or may have against the Indemnitees, or any
of them, on account of, or because of, the failure to pay in full all transfer,
mortgage, recordation, documentary, or similar taxes, if any, or any portion
thereof that may be due because of the making of the Loans, execution, delivery
or recordation of any of the Mortgages and this Agreement or execution or
delivery of any guaranty or otherwise arising out of the loan transactions and
all interest, penalties and fines that may be or may become due.  The
Indemnitees may, at the cost of the Grantors, defend all claims made that are or
may be covered by this Agreement unless the Grantors retain counsel acceptable
to the Indemnitees.  This indemnification shall survive payment of
each of the Loans and release of any or all of the Mortgages and this
Agreement.

     

    13.           Waivers of Presentment, Marshalling,
Certain Suretyship Defenses, State Specific Provisions, etc.

    


    (a)           With
respect to its obligations under this Agreement each Grantor waives 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 such obligations (not including,
however, notices and grace periods expressly provided for in the Loan
Documents).

     

    (b)           Notwithstanding
the existence of any other security interests in any Property held by the Lender
or by any other party, the Lender shall have the right to determine in its
discretion the order in which any or all of the Properties or portions of any of
the Properties shall be subjected to the remedies provided in this Agreement and
the Loan Documents or applicable law.  The Lender shall have the right
to determine in its discretion the order in which any or all portions of the
Total Indebtedness are satisfied from the proceeds realized upon the exercise of
such remedies.  Each Grantor hereby unconditionally and irrevocably
waives any and all right to require the marshalling of assets or to require that
any of the Properties or portions of any of the Properties be sold in the
inverse order of alienation or in parcels or as an entirety in connection with
the exercise of any such remedies.

     

    (c)           STATE-SPECIFIC
PROVISIONS:

    


    (i)           It
is the intention of Lender and each Grantor that each Grantor be considered
primarily and jointly and severally liable for the entire Total Indebtedness as
if each Grantor was the maker of each and every Note evidencing the Total
Indebtedness.   However, to the extent that, notwithstanding any
provisions of this Agreement to the contrary, if any Grantor may be deemed to be
a surety or guarantor with respect to any of the Loans made to the other
Grantors, then in such capacity:

    


    (A)           The
following provisions apply only to any Property located in the State of
Indiana:

     

    
      
        	
                 
      

              	
                As
      used herein, the terms "Attorneys' Fees and Costs" or “attorneys’ fees and
      costs” or similar terms shall mean (i) fees and out-of-pocket costs
      of Lender's and Loan Servicer's attorneys, as applicable, including costs
      of Lender's and Loan Servicer's in-house counsel, support staff costs,
      costs of preparing for litigation, computerized research, telephone and
      facsimile transmission expenses, mileage, deposition costs,
      postage,

              


      

    


    
      
         


      

      
        Page
6

        
        

      

      
         


      

    


    
      
        	
                 
      

              	
                duplicating,
      process service, videotaping and similar costs and expenses;
      (ii) costs and fees of expert witnesses, including appraisers; and
      (iii) investigatory fees.  Nothing in this clause is
      intended to limit the nature or extent of any costs or expenses that may
      be recovered by Lender from any Grantor deemed to be a surety or guarantor
      with respect to any of the
Loans.

              


      

    

    


    (B)           The
following provisions apply only to any Property located in the Commonwealth of
Kentucky:

     

    
      
        	
                 
      

              	
                Solely
      for purposes of interpreting or determining a Grantor’s liability under
      this Agreement, "Indebtedness" means the principal of, interest on, and
      all other amounts due at any time under, each other Grantor’s Note or
      Mortgage, or both, including prepayment premiums, late charges, default
      interest, and advances as provided in Section 12 of each other
      Grantor’s Mortgage to protect the security of such Mortgage, but expressly
      excludes any obligations of any other Grantor under any other Loan
      Documents (including, without limitation, any obligations under such other
      Loan Documents that are incorporated into, or otherwise included in the
      obligations of any other Grantor under such Grantor’s Note or
      Mortgage).  The instruments being guaranteed, within the meaning
      of K.R.S. 371.065, are this Agreement, each other Grantor’s Note and each
      other Grantor’s Mortgage, but only to the extent of the Total
      Indebtedness.

              


      

    

    
      


    

    (C)           The
following provisions apply only to any Property located in the Commonwealth of
Virginia:

    
      


    

    
      
        	
                 
      

              	
                If
      any Grantor is deemed to be a surety or guarantor with respect to any of
      the Loans, such Grantor waives the benefit of the provisions of
      Sections 49-25 and 49-26 of the Code of Virginia (1950), as
      amended.

              


      

    

    
      


    

    14.           Release
Provisions.

    


    (a)           During
the “Prepayment Premium Period” (as that term is defined in each of the Notes)
prior to the securitization of the Loans, Lender will release a Property from
this Agreement and the lien created hereby only upon payment in full of all of
the Total Indebtedness.

    


    (b)           During
(i) the Prepayment Premium Period after the securitization of the Loans, if the
Loans are securitized after the “Cut-off Date,” (ii) the “Window Period” or
(iii) the “Defeasance Period” (as those terms are defined in each Note), Lender
will release a Property from this Agreement and the lien created hereby only
upon payment in full of all of the Total Indebtedness, except as provided in
subsections (d) and (e) below.

    


    (c)           Borrower
may not prepay all or any part of the Loans and Lender will not release any
Property during the “Lockout Period” (as that term is defined in each
Note).

    


    (d)           During
either the Prepayment Premium Period after the securitization of the Loans or
the Window Period, Lender will release the applicable Property from the
respective Security Instrument and this Agreement upon the satisfaction of all
of the following conditions; provided, however, the applicable Borrower will not
be released from liability pursuant to Section 18 of the applicable Mortgage
arising out of conditions existing on or before the Release (collectively,
“Preexisting Conditions”), and any existing guarantor of the Indebtedness
allocated to the related Property (“Guarantor”) will not be released from its
obligations under the Guaranty executed concurrently with and in connection with
the applicable Mortgage to the extent such


    
      
         


      

      
        Page
7

        
        

      

      
         


      

    


    Guarantor
guarantees the applicable Borrower’s obligations under Section 18 of the
applicable Mortgage arising out of Preexisting Conditions:

    


    
      	
               
      

            	
              (i)

            	
              Lender
      has received from Borrower at least thirty (30) days' prior written notice
      of the date proposed for such release (the “Release
  Date”).

            


    

    


    
      	
               
      

            	
              (ii)

            	
              No
      Event of Default has occurred and no event or circumstance exists on the
      Release Date which with the giving of notice or the passage of time or
      both could constitute such an Event of
Default.

            


    

    


    
      	
               
      

            	
              (iii)

            	
              Borrower
      shall have paid to Lender in full all of the
  following:

            


    

    


    
      	
               
      

            	
              (A)

            	
              The
      entire Indebtedness, including but not limited to principal, accrued and
      unpaid interest and any prepayment
premium.

            


    

    


    
      	
               
      

            	
              (B)

            	
              A
      release price (the “Release Price”) equal to Twenty-Five percent (25%) of
      the outstanding principal balance of the Indebtedness immediately prior to
      the payment required in clause (A).  The Release Price will be
      applied by Lender on a pro-rata basis as a prepayment of the Loans
      comprising the remaining Total Indebtedness (each, a “Prepaid
      Loan”).

            


    

    


    
      	
               
      

            	
              (C)

            	
              Any
      prepayment premiums due in connection with the partial prepayment of a
      Prepaid Loan as a result of the application of the Release
      Price.

            


    

    


    
      	
               
      

            	
              (D)

            	
              An
      administrative fee equal to $7,500 multiplied by the total number of
      Properties that would remain as security for the remaining Total
      Indebtedness, plus all of Lender's costs and expenses, including without
      limitation attorneys' fees, in connection with the release of the
      Mortgaged Property.   The administrative fee will be
      non-refundable and must accompany the written notice of
      release.

            


    

    


    
      	
               
      

            	
              (iv)

            	
              The
      Total Property that would remain as security for the remaining outstanding
      Total Indebtedness must meet the following requirements: (A) an aggregate
      debt service coverage ratio (DSCR) as of the Release Date of not less than
      the greater of (x) 1:35:1 and (y) the DSCR of the Total Property prior to
      the release; and (B) an aggregate loan to value ratio (LTV) as of the
      Release Date of not more than the lesser of (x) seventy-five percent (75%)
      and (y) the LTV of the Total Property prior to the
      release.   When calculating the DSCRs, Lender shall apply a
      _30-year amortization to such calculation.  If any of the Loans
      provides for a variable interest rate and the Note provides for a “Capped
      Interest Rate”, in the calculating DSCRs, Lender shall use the applicable
      Capped Interest Rate as the interest rate for such Loans.  If
      any of the Loans provides for a variable interest rate and none of the
      Borrowers are required to maintain in effect a third party interest rate
      cap, in the calculating DSCRs, Lender shall use the applicable required
      strike rate or maximum index rate plus the applicable “Margin” as the
      interest rate for the applicable Loans.  If any of the Loans
      provides for a variable interest rate and the applicable Notes do not
      provide for a “Capped Interest Rate” and none of the Borrowers are
      required to maintain a third party interest rate cap, in the calculating
      DSCRs, Lender shall use the interest rate in effect at the time of the
      calculation plus one (1) percentage point (100 basis points) as the
      interest rate for such applicable Loans.  The applicable
      Borrower shall

            


    


    
      
         


      

      
        Page
8

        
        

      

      
         


      

    


    
      	
               
      

            	
              provide
      Lender such financial statements and other information as Lender may
      require to make the determinations hereunder, certified by the chief
      financial officer of such Borrower as being true, correct and complete in
      all material respects.  In addition, Lender, at such Borrower's
      expense, shall obtain MAI appraisals of the Total Property in order to
      assist Lender in making the determinations
  hereunder.

            


    

    


    (e)           During
the Defeasance Period, Lender will release the applicable Property from the
respective Security Instrument and this Agreement upon the satisfaction of all
of the following conditions; provided, however, the applicable Borrower will not
be released from liability pursuant to Section 18 of the applicable Mortgage
arising out of Preexisting Conditions, and any existing Guarantor will not be
released from its obligations under the Guaranty executed concurrently with and
in connection with the applicable Mortgage to the extent such Guarantor
guarantees the applicable Borrower’s obligations under Section 18 of the
applicable Mortgage arising out of Preexisting Conditions:

    


    
      	
               
      

            	
              (i)

            	
              Lender
      has received from Borrower at least thirty (30) days’, and not more than
      sixty (60) days’, prior written notice of the Release
  Date.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              No
      Event of Default has occurred and no event or circumstance exists on the
      Release Date which with the giving of notice or the passage of time or
      both could constitute such an Event of
Default.

            


    

    


    
      	
               
      

            	
              (iii)

            	
              Borrower
      shall have paid to Lender in full an administrative fee equal to $7,500
      multiplied by the total number of Properties that would remain as security
      for the remaining Total Indebtedness, plus all of Lender's costs and
      expenses, including without limitation attorneys' fees, in connection with
      the release of the Mortgaged Property.   The administrative
      fee will be non-refundable and must accompany the written notice of
      release.

            


    

    


    
      	
               
      

            	
              (iv)

            	
              Except
      as modified or supplemented pursuant to this Section 14(d), the Borrower
      for the applicable Property and each Borrower for the Properties that
      would remain as security for the remaining Total Indebtedness shall
      comply in all respects with Section 44 of its applicable Security
      Instrument.

            


    

    


    
      	
               
      

            	
              (v)

            	
              Borrower
      shall deliver to Lender Defeasance Collateral that meets all requirements
      of Section 44(g) of each applicable Security Instrument (A) to defease the
      entire Loan for the Property being released, and (B) to partially defease
      the outstanding principal balances of the Loans that will comprise the
      remaining Total Indebtedness in a total amount equal to a release price
      (the “Defeasance Release Price”) of twenty-five percent (25%) of the
      principal amount of the Loan defeased under clause (A).  The
      Defeasance Release Price will be applied on a pro-rata basis to the Loans
      comprising the remaining Total
Indebtedness.

            


    

    


    
      	
               
      

            	
              (vi)

            	
              The
      Total Property that would remain as security for the remaining outstanding
      Total Indebtedness must meet the following requirements: (A) an aggregate
      debt service coverage ratio (DSCR) as of the Release Date of not less than
      the greater of (x) 1:35:1 and (y) the DSCR of the Total Property prior to
      the release; and (B) an aggregate loan to value ratio (LTV) as of the
      Release Date of not more than the lesser of (x) seventy-five percent (75%)
      and (y) the LTV of the Total Property prior to the release. When
      calculating the DSCRs, Lender shall apply a 30-year amortization to such
      calculation.  If any of the Loans provides for a
      variable

            


    


    
      
         


      

      
        Page
9

        
        

      

      
         


      

    


    
      	
               
      

            	
              interest
      rate and the Note provides for a “Capped Interest Rate”, in the
      calculating DSCRs, Lender shall use the applicable Capped Interest Rate as
      the interest rate for such Loans.  If any of the Loans provides
      for a variable interest rate and none of the Borrowers are required to
      maintain in effect a third party interest rate cap, in the calculating
      DSCRs, Lender shall use the applicable required strike rate or maximum
      index rate plus the applicable “Margin” as the interest rate for the
      applicable Loans.   If any of the Loans provide for a
      variable interest rate and the applicable Notees do not provide for a
      “Capped Interest Rate” and none of the Borrowers are required to maintain
      a third party interest rate cap, in the calculating DSCRs, Lender shall
      use the interest rate in effect at the time of the calculation plus one
      (1) percentage point (100 basis points) as the interest rate for such
      applicable Loans.   The applicable Borrower shall provide
      Lender such financial statements and other information as Lender may
      require to make the determinations hereunder, certified by the chief
      financial officer of such Borrower as being true, correct and complete in
      all material respects.   In addition, Lender, at such
      Borrower’s expense, shall obtain MAI appraisals of the Total Property in
      order to assist Lender in making the determinations
    hereunder.

            


    

    


    (f)           As
a condition of any release under subsections (d) or (e) above, Lender must
receive an endorsement to the title insurance policy insuring each Related
Instrument redating the title insurance policy to the date of the recording of
the release and confirming that notwithstanding the specified release, the
applicable Related Instrument remains a first priority lien upon the property to
which the title insurance policy relates, subject only to the exceptions to
insurance originally contained in the title insurance policy and any additional
matters previously approved in writing by Lender together with such endorsements
as Lender may then require, including an updated aggregation endorsement
deleting the released Property from the list of covered properties.

    


    15.           Obligations
Absolute.  No invalidity, irregularity or unenforceability of
all or any part of the Total Indebtedness of any Grantor shall affect, impair or
be a defense to the recovery by the Lender of the Indebtedness or Total
Indebtedness of any other Grantor, and the liability of each Grantor under this
Agreement and the Loan Documents with respect to the Indebtedness of each other
Grantor shall be primary, absolute and unconditional notwithstanding the
occurrence of any event or the existence of any other circumstances which might
constitute a legal or equitable discharge of a surety or guarantor for the
Indebtedness of any other Grantor except payment and performance in full of that
other Grantor's Indebtedness.

     

    16.           Limited-Recourse
Liability.  Each Grantor’s personal liability for the Total Indebtedness shall
be limited as and to the same extent as set forth in its Note.

    


    17.           Notices.  All
notices to each Grantor under this Agreement shall be in writing and shall be
given in the manner provided in that Grantor’s Mortgage for notices to that
Grantor All notices to the Lender by any Grantor under this Agreement shall be
in writing and shall be given in the manner described in the Mortgage executed
in connection with the Loan.

    


    18.           Governing Law; Jurisdiction and
Venue.  The parties intend that the Lender will assign the Loans,
the Mortgages and this Agreement to the Federal Home Loan Mortgage Corporation,
a congressionally-chartered government-sponsored enterprise having its principal
place of business in McLean, Virginia.  This Agreement shall be
governed by and construed in accordance with the laws of the Commonwealth of
Virginia.  Each of the Grantors hereby submits to the in personam jurisdiction of
any federal or state court in (i) any state or jurisdiction in which any
Property is located and (ii) the Commonwealth of Virginia with respect to any
proceeding arising out of or relating to this Agreement.   Each
of the Grantors irrevocably waives,


    
      
         


      

      
        Page
10

        
        

      

      
         


      

    


    to the
fullest extent permitted under applicable law, any objections they may now or
hereafter have to the venue of any suit, action or proceeding brought in any
such court and any claim that the same has been brought in an inconvenient
forum.  Each of the Grantors acknowledge that they have each received
material and substantial consideration for the cross-collateralization of the
Total Property and that the foregoing venue provision is integral to the
Lender's realization of its rights hereunder.  Each of the Grantors
further acknowledge that it is not in a disparate bargaining position, that it
is a commercial enterprise, with sophisticated financial, legal and economic
experience, and that the venue selections contained herein are not unreasonable,
unjust, inconvenient or overreaching.

    


    19.           Captions, Cross References and
Exhibits.  The captions assigned to provisions of this
Agreement are for convenience only and shall be disregarded in construing this
Agreement.  Any reference in this Agreement to a “Section”, a
“Subsection” or an “Exhibit” shall, unless otherwise explicitly provided, be
construed as referring to a section of this Agreement, to a subsection of the
section of this Agreement in which the reference appears or to an Exhibit
attached to this Agreement.  All Exhibits referred to in this
Agreement are hereby incorporated by reference.

    


    20.           Number and
Gender.  Use of the singular in this Agreement includes the
plural, use of the plural includes the singular, and use of one gender includes
all other genders, as the context may require.

    


    21.           Statutes and
Regulations.  Any reference in this Agreement to a statute or
regulation shall include all amendments to and successors to such statute or
regulation, whether adopted before or after the date of this
Agreement.

    


    22.           No
Partnership.  This Agreement is not intended to, and shall not,
create a partnership or joint venture among the parties, and no party to this
Agreement shall have the power or authority to bind any other party except as
explicitly provided in this Agreement.

    


    23.           Successors and
Assigns.  This Agreement shall be binding upon and shall inure
to the benefit of the parties and their respective heirs, successors, and
assigns.

    


    24.           Severability.  The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity of any other provision, and all other provisions shall
remain in full force and effect.

    


    25.           Entire
Agreement.  This Agreement, together with the Note, Mortgage
and Loan Documents relating to each Loan, contains the entire agreement among
the parties as to the rights granted and the obligations assumed in this
Agreement.  To the extent this Agreement conflicts with the terms of
other Loan Documents, this Agreement will govern and control.

     

    26.           Waiver; No Remedy
Exclusive.  Any forbearance by a party to this Agreement in
exercising any right or remedy given under this Agreement or existing at law or
in equity shall not constitute a waiver of or preclude the exercise of that or
any other right or remedy.  Unless otherwise explicitly provided, no
remedy under this Agreement is intended to be exclusive of any other available
remedy, but each remedy shall be cumulative and shall be in addition to other
remedies given under this Agreement or existing at law or in
equity.

    


    27.           Third Party
Beneficiaries.  Neither any creditor of any party to this
Agreement, nor any other person, is intended to be a third party beneficiary of
this Agreement.


    
      
         


      

      
        Page
11

        
        

      

      
         


      

    


    28.           Course of
Dealing.  No course of dealing among the parties to this
Agreement shall operate as a waiver of any rights of any party under this
Agreement.

    


    29.           Further Assurances and Corrective
Instruments.  To the extent permitted by law, the parties
shall, from time to time, execute, acknowledge and deliver, or cause to be
executed, acknowledged and delivered, such supplements to this Agreement and
such further instruments as Lender may reasonably require for carrying out the
intention of or facilitating the performance of this Agreement.

    


    30.           No Party Deemed
Drafter.  No party shall be deemed the drafter of this
Agreement, and this Agreement shall not be construed against either party as the
drafter of the Agreement.

    


    31.           Additional Rights Upon
Default.  Notwithstanding anything to the contrary contained
herein or in the other Loan Documents, if an Event of Default shall occur
pursuant to Sections 22 (d) or (f) through (j) of the Mortgage for a particular
Property (a “Default
Property”), then upon the applicable Grantor causing a defeasance of
the applicable Note, or a substitution of collateral with respect to, or release
of, the Default Property, all in compliance with the applicable provisions of
the Loan Documents, (1) such Event of Default shall be deemed cured, (2) any
related acceleration of the Loans shall be rescinded, and (3) any other remedy
relating to such Event of Default shall cease to apply.  Such
defeasance, substitution or release must occur, if it is to occur at all
pursuant to this Section 31, within 45 days after any acceleration of one or
more of the Loans.  Each Grantor agrees that during such 45 day period
(unless the defeasance, release or substitution of collateral is accomplished
prior to the end of such 45 day period), Lender may commence any remedy
allowable under the Loan Documents, but may not cause the sale of any Property
and the transfer of title thereto to occur until after the end of such 45 day
period.

    


    32.           WAIVER OF TRIAL BY
JURY.  EACH GRANTOR AND LENDER (A) COVENANTS AND AGREES NOT TO
ELECT A TRIAL BY JURY WITH RESPECT TO ANY ISSUE ARISING OUT OF THIS AGREEMENT
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.

    


    33.           Transfers of the Mortgaged Property
or Interests in Grantor.  Notwithstanding anything in this
Agreement to the contrary, Grantor will not seek to enforce Section 21(f) of the
Mortgage at any time while this Agreement remains in full force and
effect.

     

    34.           Counterparts.  This
Agreement may be executed in multiple counterparts, each of which shall
constitute an original document and all of which together shall constitute one
agreement.

    


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


    
      
         


      

      
        Page
12

        
        

      

      
         


      

    


    
       

      
        
          
            
              	
                       
      

                    	
                      LENDER:

                       

                      HOLLIDAY FENOGLIO FOWLER, L.P.,
      a

                          Texas
      limited partnership

                    


            

             

            
              	 	By:	
                      Holliday
      GP Corp., a Delaware corporations, its

                      general
      partner

                    


            

             

            
              	 	By:	
                      /s/
      Patrick V. Kinlan   

                      Patrick
      V. Kinlan

                      Vice
      President

                    


            

            


          

        

      



    STATE
OF        
District of Columbia   

     

    CITY/COUNTY
OF _______________, to-wit:

     

    The
foregoing instrument was acknowledged before me in the above-stated jurisdiction
this   7th  day
of December, 2009 by Patrick V. Kinlan who is Vice President of Holliday GP
Corp., a Delaware corporation, the general partner of Holliday Fenoglio Fowler,
L.P., a Texas limited partnership, for and on behalf of the limited
partnership.

    

 

           /s/ Laura L.
Taylor      

                               Notary
Public

    My
commission expires:    
10/31/10     

     

    Notary
Registration No.   
26431    

    



    
      
         


      

      
        Page
13

        
        

      

      
         


      

    

     

    
       

      
        
          
            	
                     
      

                  	
                    GRANTORS:

                     

                    NLP CASTLE CREEK, LLC, a
      Delaware limited

                        liability
      company

                  


          

           

          
            	 	By:	
                    NTS
      Realty Holdings Limited Partnership, a

                    Delaware
      limited partnership, its sole
member

                  


          

           

          
            	 	By:	
                    NTS
      Realty Capital, Inc., a Delaware

                    corporation,
      its managing general

                    partner

                  


          

           

          
            	 	By:	
                     /s/
      Neil A. Mitchell   

                    Name: Neil A. Mitchell

                    Title: Sr Vice Pres

                  


          

           

          
 

        

      

      STATE
OF     Kentucky     ,      
Jefferson       County,
ss:

    

    


    On
this  7th  day
of  December ,
2009, before me, the undersigned, a Notary Public in and for said County,
personally appeared  Neil A.
Mitchell ,  Sr.
Vice Pres of NTS Realty Capital, Inc., a Delaware corporation, the
managing general partner of NTS Realty Holdings Limited Partnership, a Delaware
limited partnership, the sole member of NLP Castle Creek, LLC, a Delaware
limited liability company and acknowledged the execution of the foregoing
instrument.

     

    WITNESS
my hand and official seal.

     

    My
Commission expires:   April 27, 2010

    

                 
/s/ Susan M. Howard     

                           Notary
Public

    

     


    
      
         


      

      
        Page
14

        
        

      

      
         


      

    

     

    
      

        
          	
                   
      

                	
                  NLP LAKE CLEARWATER,
      LLC, a Delaware

                         
      limited liability
      company

                


        

         

        
          	 	By:	
                  NTS
      Realty Holdings Limited Partnership, a

                  Delaware
      limited partnership, its sole
member

                


        

         

        
          	 	By:	
                  NTS
      Realty Capital, Inc., a Delaware

                  corporation,
      its managing general

                  partner

                


        

         

        
          	 	By:	
                   /s/
      Neil A. Mitchell   

                  Name: Neil A. Mitchell

                  Title: Sr Vice Pres

                


        

         

         

         

      

    

    
      STATE
OF     Kentucky     ,      
Jefferson       County, ss:

      


      On
this  7th  day
of  December ,
2009, before me, the undersigned, a Notary Public in and for said County,
personally appeared  Neil A.
Mitchell ,  Sr.
Vice Pres of NTS Realty Capital, Inc., a Delaware
corporation, the
managing general partner of NTS Realty Holdings Limited Partnership, a Delaware
limited partnership, the sole member of NLP Lake Clearwater, LLC, a Delaware
limited liability company and acknowledged the execution of the foregoing
instrument.

    

    
       

      WITNESS
my hand and official seal.

       

      My
Commission expires:   April 27, 2010

      

                   
/s/ Susan M. Howard     

                             Notary
Public

      


      
        
           


        

        
          Page
15

          
          

        

        
           


        

      


       

      
        
          
            
              	
                       
      

                    	
                      NLP PARK
      PLACE, LLC, a Delaware limited

                          liability
      company

                    


            

             

            
              	 	By:	
                      NTS
      Realty Holdings Limited Partnership, a

                      Delaware
      limited partnership, its sole
member

                    


            

             

            
              	 	By:	
                      NTS
      Realty Capital, Inc., a Delaware

                      corporation,
      its managing general

                      partner

                    


            

             

            
              	 	By:	
                       /s/
      Neil A. Mitchell   

                      Name: Neil A. Mitchell

                      Title: Sr Vice Pres

                    


            

             

          

        

      

    

    


    


    
      STATE
OF     Kentucky     ,      
Jefferson       County, ss:

       

    

    The
foregoing instument was acknowledged before me this  7th  day of  December , 2009, by  Neil A. Mitchell ,  Sr. Vice Pres of NTS Realty
Capital, Inc., a Delaware corporation, the managing general partner of NTS
Realty Holdings Limited Partnership, a Delaware limited partnership, the sole
member of NLP Park Place, LLC, a Delaware limited liability company, for the
purposes contained therein.

    
       

          My
Commission expires:   April
27, 2010    

      

                   
/s/ Susan M. Howard     

                             Notary
Public

         

      

    

    
       

      
        Page
16

        
        

      

      
         


      

    

     

    


      
        	
                 
      

              	
                NLP RICHLAND, LLC, a
      Delaware limited

                    liability
      company

              


      

       

      
        	 	By:	
                NTS
      Realty Holdings Limited Partnership, a

                Delaware
      limited partnership, its sole
member

              


      

       

      
        	 	By:	
                NTS
      Realty Capital, Inc., a Delaware

                corporation,
      its managing general

                partner

              


      

       

      
        	 	By:	
                 /s/
      Neil A. Mitchell   

                Name: Neil A. Mitchell

                Title: Sr Vice Pres

              


      

      


    

    


    


    
      
        STATE
OF     Kentucky     ,      
Jefferson       County, ss:

         

      

      On
this  7th  day
of  December ,
2009, before me personally appeared  Neil A.
Mitchell ,  Sr.
Vice Pres of NTS Realty Capital, Inc., a Delaware
corporation, the
managing general partner of NTS Realty Holdings Limited Partnership, a Delaware
limited partnership, the sole member of NLP Richland, LLC, a Delaware limited
liability company, to me known to be the person who executed the foregoing
instrument on behalf of said limited liability company, and acknowledged the
execution of the same to be the free act and deed of said limited liability
company.  Witness my hand and official seal.

    

     

    My
Commission expires:   April 27, 2010 

      

                   
/s/ Susan M. Howard     

                             Notary
Public


        
          
             


          

          
            Page
17

            
            

          

          
             


          

        



        
          	
                   
      

                	
                  NLP SWIFT CREEK, LLC, a
      Delaware limited

                      liability
      company

                


        

         

        
          	 	By:	
                  NTS
      Realty Holdings Limited Partnership, a

                  Delaware
      limited partnership, its sole
member

                


        

         

        
          	 	By:	
                  NTS
      Realty Capital, Inc., a Delaware

                  corporation,
      its managing general

                  partner

                


        

         

        
          	 	By:	
                   /s/
      Neil A. Mitchell   

                  Name: Neil A. Mitchell

                  Title: Sr Vice Pres

                


        

        


      

    

    


    


    


    STATE
OF     
KENTUCKY     

     

    CITY/COUNTY
OF   
JEFFERSON   , to-wit:

     

    The
foregoing instrument was acknowledged before me in the above-stated jurisdiction
this  7th  day of  December , 2009
by  Neil A.
Mitchell  who is  Sr. Vice Pres  of NTS
Realty Capital, Inc., a Delaware corporation, the managing general partner of
NTS Realty Holdings Limited Partnership, a Delaware limited partnership, the
sole member of NLP Swift Creek, LLC, a Delaware limited liability company, for
and on behalf of the limited liability company.

     

    

                 
/s/ Susan M. Howard     

                           Notary
Public

    

     

    My Commission expires:  
April 27, 2010 

    



    
      
         


      

      
        Page
18

        
        

      

      
         


      

    

     

    
       

      
        
          
            	
                     
      

                  	
                    NLP WHITWORTH, LLC, a
      Delaware limited

                        liability
      company

                  


          

           

          
            	 	By:	
                    NTS
      Realty Holdings Limited Partnership, a

                    Delaware
      limited partnership, its sole
member

                  


          

           

          
            	 	By:	
                    NTS
      Realty Capital, Inc., a Delaware

                    corporation,
      its managing general

                    partner

                  


          

           

          
            	 	By:	
                     /s/
      Neil A. Mitchell   

                    Name: Neil A. Mitchell

                    Title: Sr Vice Pres

                  


          

           

        

      

    

    


    
      STATE
OF     Kentucky     ,      
Jefferson       County,
ss:

    

    


    On
this  7th  day
of  December ,
2009, before me personally appeared  Neil A.
Mitchell ,  Sr.
Vice Pres  of NTS Realty Capital, Inc., a Delaware corporation,
the managing general partner of NTS Realty Holdings Limited Partnership, a
Delaware limited partnership, the sole member of NLP Whitworth, LLC, a Delaware
limited liability company, to me known to be the person who executed the
foregoing instrument on behalf of said limited liability company, and
acknowledged the execution of the same to be the free act and deed of said
limited liability company.  Witness my hand and official
seal.

     

    
       

      My
Commission expires:   April 27, 2010 

         

        
                     
/s/ Susan M. Howard     

                               Notary
Public


                            

            
              
                 


              

              
                Page
19

                
                

              

              
                 


              

            


            
              
                 

                
                  
                    
                      
                        	
                                 
      

                              	
                                NLP WILLOW LAKE, LLC, a
      Delaware limited

                                    liability
      company

                              


                      

                       

                      
                        	 	By:	
                                NTS
      Realty Holdings Limited Partnership, a

                                Delaware
      limited partnership, its sole
member

                              


                      

                       

                      
                        	 	By:	
                                NTS
      Realty Capital, Inc., a Delaware

                                corporation,
      its managing general

                                partner

                              


                      

                       

                      
                        	 	By:	
                                 /s/
      Neil A. Mitchell   

                                Name: Neil A. Mitchell

                                Title: Sr Vice Pres

                              


                      

                       

                    

                  

                



            

          

        

      

    

    
      STATE
OF     Kentucky     ,      
Jefferson       County,
ss:



    On
this  7th  
day of  December ,
2009, before me, the undersigned, a Notary Public in and for said County,
personally appeared  Neil A.
Mitchell ,  Sr.
Vice Pres  of NTS Realty Capital, Inc., a Delaware corporation,
the managing general partner of NTS Realty Holdings Limited Partnership, a
Delaware limited partnership, the sole member of NLP Willow Lake, LLC, a
Delaware limited liability company and acknowledged the execution of the
foregoing instrument.

     

    WITNESS
my hand and official seal.

     

    My
Commission expires:   April 27, 2010 

       

      
                   
/s/ Susan M. Howard     

                             Notary
Public

      

    


    
      
         


      

      
        Page
20

        
        

      

      
         


      

    

    
       

       

      
        
          
            	
                     
      

                  	
                    NLP WILLOWS, LLC, a
      Delaware limited

                        liability
      company

                  


          

           

          
            	 	By:	
                    NTS
      Realty Holdings Limited Partnership, a

                    Delaware
      limited partnership, its sole
member

                  


          

           

          
            	 	By:	
                    NTS
      Realty Capital, Inc., a Delaware

                    corporation,
      its managing general

                    partner

                  


          

           

          
            	 	By:	
                     /s/
      Neil A. Mitchell   

                    Name: Neil A. Mitchell

                    Title: Sr Vice Pres

                  


          

           

        

      

    

    


    


    
      STATE
OF     Kentucky     ,      
Jefferson       County,
ss:

    

     

    The
foregoing instrument was acknowledged before me this  7th  day
of  December
, 2009, by  Neil A.
Mitchell ,  Sr.
Vice Pres  of NTS Realty Capital, Inc., a Delaware corporation, the
managing general partner of NTS Realty Holdings Limited Partnership, a Delaware
limited partnership, the sole member of NLP Willows, LLC, a Delaware limited
liability company, for the purposes contained therein.

     

    
          My
Commission expires:   April
27, 2010   

         

        
                     
/s/ Susan M. Howard     

                                      Notary
Public

        

      


      
        
           


        

        
          Page
21

          
          

        

        
           


        

      



    EXHIBIT
A

    


    GRANTORS/BORROWERS, LOAN
NUMBERS AND LOAN AMOUNTS

    


    


    
      	
              Borrower

               

            	
              Loan

              Number

            	
              Original

              Loan
      Amount

            
	
              NLP
      Park Place, LLC

            	534381243	$	30,625,000
	 	 	 	 
	
              NLP
      Willows, LLC

            	534381219	$	17,920,000
	 	 	 	 
	
              NLP
      Willow Lake, LLC

            	534381200	$	10,945,000
	 	 	 	 
	
              NLP
      Castle Creek, LLC

            	534381227	$	13,895,000
	 	 	 	 
	
              NLP
      Lake Clearwater, LLC

            	534381235	$	11,390,000
	 	 	 	 
	
              NLP
      Swift Creek, LLC

            	534381278	$	16,845,000
	 	 	 	 
	
              NLP
      Richland, LLC

            	534381251	$	27,000,000
	 	 	 	 
	
              NLP
      Whitworth, LLC

            	534381286	$	27,675,000


    

     

    



    
      
         


      

      
        Page
22

        
        

      

      
         


      

    


    EXHIBIT
B

    


    DESCRIPTION
OF  MORTGAGED PROPERTIES

    


    


    
      	
              Borrower

            	
              Property
      Name

            	
              Location

            
	
              NLP
      Park Place, LLC

            	
              Park
      Place

            	
              Lexington,
      KY

            
	 	 	 
	
              NLP
      Willows, LLC

            	
              Willows
      of Plainview

            	
              Louisville,
      KY

            
	 	 	 
	
              NLP
      Willow Lake, LLC

            	
              Willow
      Lake

            	
              Indianapolis,
      IN

            
	 	 	 
	
              NLP
      Castle Creek, LLC

            	
              Castle
      Creek

            	
              Indianapolis,
      IN

            
	 	 	 
	
              NLP
      Lake Clearwater, LLC

            	
              Lake
      Clearwater

            	
              Indianapolis,
      IN

            
	 	 	 
	
              NLP
      Swift Creek, LLC

            	
              The
      Grove Swift Creek

            	
              Midlothian,
      VA

            
	 	 	 
	
              NLP
      Richland, LLC

            	
              The
      Grove Richland

            	
              Nashville,
      TN

            
	 	 	 
	
              NLP
      Whitworth, LLC

            	
              The
      Grove Whitworth

               

            	
              Nashville,
      TN

            


    

    


     

    See Schedule B-1 to B-8 to Exhibit B for legal
descriptions

    Page 23