exhibit_10-26.htm


     

    

      FREDDIE
MAC NO: SEE EXHIBIT A

      


      MASTER CASH MANAGEMENT
AGREEMENT-CME

      Lender
- Access to Clearing Accounts

      


      (REVISION
DATE 8-14-2009)

      


      THIS
MASTER CASH MANAGEMENT AGREEMENT (this “Agreement”) is entered into as of the
16th day
of December, 2009, by and among those parties identified on Exhibit A attached
hereto, each having an address at c/o NTS Development Company, 10172 Linn
Station Road, Louisville, Kentucky 40223 (each sometimes referred to
individually as a “Borrower” and all sometimes
referred to collectively as “Borrowers”), NTS DEVELOPMENT COMPANY,
having an address at 10172 Linn Station Road, Louisville, Kentucky 40223 (“Manager”) and HOLLIDAY FENOGLIO FOWLER,
L.P., a Texas limited partnership, having an address at 9 Greenway Plaza,
Suite 700, Houston, Texas 77046 (together with its successors and assigns,
“Lender”).

       

      Recitals

      


      WHEREAS, Lender has agreed to make, or
has made to each of the Borrowers a loan (each a “Loan” and collectively, the
“Loans”) in the original
principal amounts set forth on Exhibit A attached
hereto.

       

      WHEREAS, each Loan is to be evidenced
by the Multifamily Note (each a “Note” and collectively, the
“Notes”) and secured by
a Multifamily Mortgage or Deed of Trust, Assignments of Rents and Security
Agreement of even date herewith (each a “Security Instrument”, and
collectively, the “Security
Instruments”).

       

      WHEREAS, each Security Instrument
grants to Lender, among other things, a first lien on the Mortgaged Property
described therein  and an assignment of all Rents arising with respect
to such Mortgaged Property.   References herein to the “Property” mean each such
Mortgaged Property separately and all such Mortgaged Properties
together.

       

      WHEREAS, Lender and Borrowers are
parties to that certain Master Cross-Collateralization Agreement dated as of the
date of this Agreement (the “Master Cross-Collateralization
Agreement”), wherein Borrowers agree that the Property is and shall be
collateral for all of the Loans.

       

      WHEREAS, Borrowers and Manager have
entered into those certain management agreements with respect to the Property,
dated as of the date of this Agreement, pursuant to which Manager has agreed to
manage the Property.

       

      WHEREAS, pursuant to the terms of that
certain Clearing Accounts Agreement of even date herewith made by and among
Borrowers, Lender and Bank (as defined below), Borrowers have established with
Bank the Clearing Accounts.

       

      WHEREAS, as a condition of making the
Loans, Borrowers and Manager have agreed that Borrowers and/or Manager must at
all times during the term of the Loans deposit all Receipts (as defined below)
into one or more of the Clearing Accounts within one (1) Business Day of receipt
of such Receipts.


      
        
           


        

        
          
            
 PAGE 1

          
          

        

        
           


        

      


      Agreement

       

      NOW,
THEREFORE, in consideration of the mutual promises contained herein and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and intending to be legally bound hereby, the parties
hereto agree as follows:

       

      1.           Defined
Terms.

       

      The
following terms used in this Agreement shall have the meanings set forth below
in this Section 1.

       

      (i)      Intentionally
Omitted.

       

      (ii)           “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.

       

      (iii)           “Cash Sweep Period”
means any period which commences upon the occurrence of an Event of Default and
continues until such time, if any, as (A) Lender shall have, in its sole
and absolute discretion, waived in writing the Event of Default giving rise to
such Cash Sweep Period or (B) Borrower shall have tendered a cure of the
Event of Default giving rise to such Cash Sweep Period and Lender shall have, in
its sole and absolute discretion, accepted such cure.  Lender will
provide Notice of the commencement and termination of a Cash Sweep Period as
provided in the Clearing Accounts Agreement.

       

      (iv)           “Clearing Accounts”
means, collectively, those eight (8) accounts established pursuant to the
Clearing Accounts Agreement into which the Borrowers or Manager must deposit all
Receipts received by it with respect to the Property pursuant to the terms of
this Agreement.  The Clearing Bank will disburse the funds in the
Clearing Accounts in accordance with the terms of the Clearing Accounts
Agreement.

       

      (v)           “Clearing Accounts
Agreement” means the Master Clearing Accounts Agreement-CME dated as of
the date of this Agreement, by and among Borrowers, Lender and the Clearing
Bank.

       

      (vi)           “Clearing Bank” means
the bank named in the Clearing Accounts Agreement and any successors and
permitted assigns.

       

      (vii)           “Deposit Account” has
the meaning set forth in Section 2 hereof.

       

      (viii)           “Eligible Account”
means an identifiable account which is separate from all other funds held by the
holding institution that is either (A) an account or accounts maintained with
the corporate trust department of a federal or state-chartered depository
institution or trust company which complies with the definition of Eligible
Institution or (B) a segregated trust account or accounts maintained with the
corporate trust department of a federal or state chartered depository
institution or trust company acting in its fiduciary capacity which, in the case
of a state chartered depository institution or trust company is subject to
regulations substantially similar to 12 C.F.R. §9.10(b), having in either case a
combined capital and surplus of at least $50,000,000 and subject to supervision
or examination by federal and state authority.  An Eligible Account
will not be evidenced by a certificate of deposit, passbook or other
instrument.

       

      (ix)           “Eligible Institution”
means a federal or state chartered depository institution or trust company
insured by the Federal Deposit Insurance Corporation, the short term unsecured
debt obligations or commercial paper of which are rated at least A-1 by Standard
& 


      
        
           


        

        
          
            
 PAGE 2

          
          

        

        
           


        

      


      Poor’s
Ratings Services, a division of The McGraw-Hill Companies, Inc (“S&P”); P-1 by Moody’s
Investors Service, Inc. (“Moody's”); and F-1 by Fitch,
Inc. (“Fitch”) in the
case of accounts in which funds are held for thirty (30) days or less or, in the
case of letters of credit or accounts in which funds are held for more than
thirty (30) days, the long term unsecured debt obligations of which are rated at
least “A” by Fitch and S&P and “A2” by Moody’s.  If at any time an
Eligible Institution does not meet the required rating, the Eligible Account
must be moved within thirty (30) days to an appropriately rated Eligible
Institution.

       

      (x)           “Event of Default”
shall have the meaning given to that term in the Security
Instruments.

       

      (xi)           “Loan Documents” means
the Notes, the Security Instruments, the Master Cross-Collateralization
Agreement, this Agreement, the Clearing Accounts Agreement, all guaranties, all
indemnity agreements, all collateral agreements, O&M Programs, and any other
documents now or in the future executed by Borrowers, or by any Borrower, any
guarantor or any other person in connection with the Loan, as such documents may
be amended from time to time.

       

      (xii)           
“Person” shall
have the meaning given to that term in the Security Instruments.

       

      (xiii)           “Receipts” means any
Rents and any other income received by any Borrower or Manager in connection
with the Property.

       

      (xiv)           “Rents” has the
meaning given to that term in the Security Instruments.

       

      (xv)           “Servicer” means any
servicer selected by Lender in its sole and absolute discretion to service the
Loan on Lender’s behalf.

       

      2.           Establishment of Deposit
Account.  Upon the commencement of a Cash Sweep period, Lender
or Servicer, on behalf of Lender, will establish the Deposit Account into which
all funds in the Clearing Accounts shall, during the continuance of any Cash
Sweep Period, be deposited on a periodic basis as more particularly set forth in
the Clearing Accounts Agreement.

       

      3.           Clearing
Accounts.

       

      (a)           The
Clearing Accounts shall be titled as set forth in the Clearing Accounts
Agreement.  The Clearing Accounts shall be maintained as an Eligible
Account.

       

      (b)           The
Clearing Accounts shall be assigned the federal taxpayer identification numbers
set forth in the Clearing Accounts Agreement.

       

      (c)           Any
Receipt from the Property received by Borrower or Manager, (i) shall be deemed
to be collateral for the Loan and shall be held in trust for the benefit, and as
the property, of Lender and (ii) shall not be commingled with any other funds or
property of Borrower or Manager.

       

      (d)           Borrowers
and/or Manager must deposit all Receipts into the Clearing Accounts within one
(1) Business Day of receipt.

       

      
        (e)           Until
the receipt of Notice of the Commencement of a Cash Sweep Period, Borrowers
shall enjoy joint access with Lender and Servicer to the Clearing Accounts and
shall be entitled to withdraw funds from the Clearing Accounts at any time prior
to the commencement of a Cash Sweep Period for any purpose related to the
operation of the Property

         

        
          
            
               


            

            
              
                
 PAGE 3

              
              

            

            
               


            

          

        

      

       

      or
Borrowers, including without limitation, payment of debt service and other
Property expenses, distributions or other transfers of cash to partners or
members of Borrowers or for payment of expenses or making of deposits in other
operating accounts unrelated to the collection of Receipts, in accordance with
the terms of the Clearing Accounts Agreement.  Lender agrees that
until the commencement of a Cash Sweep Period it will not exercise any right it
has to dominion and control over the Clearing Accounts and Lender shall not
withdraw any funds from the Clearing Accounts until the commencement of a Cash
Sweep Period.

       

      (f)           After
the commencement of a Cash Sweep Period, all funds in the Clearing Accounts
shall thereafter be disbursed on each Business Day to the Deposit Account
designated in writing by Lender or Designee (as defined in the Clearing Accounts
Agreement), as set forth in the Clearing Accounts Agreement.

       

      (g)           Upon
Lender’s request from time to time, Borrowers shall provide a written statement
to Lender itemizing any amounts deposited in the Clearing Accounts by Borrowers
or Manager for the period covered by Lender’s request and such supporting
documentation as Lender may reasonably require.

       

      (h)           Borrowers
represent and warrant that there are no other accounts maintained by Borrowers,
Manager or any other Person into which revenues from the ownership and operation
of the Property are deposited.  So long as the Note shall be
outstanding, Borrowers, Manager or any other Person shall not open any other
such account for the deposit of Receipts except for Security Deposit Escrow
Accounts required under the tenant leases.  Borrowers’ operating
accounts shall not be deemed an account into which Receipts are
deposited.

       

      4.           Deposit
Account.

       

      (a)           The
Deposit Account shall be titled in the name of "HOLLIDAY FENOGLIO FOWLER, L.P.,
AS TRUSTEE FOR THE BENEFIT OF FEDERAL HOME LOAN MORTGAGE
CORPORATION".

       

      (b)           Intentionally
Omitted.

       

      (c)           The
Deposit Account shall, at all times during the term of this Agreement, be under
the sole dominion and control of Lender in accordance with this
Agreement.

       

      (d)           Borrowers
acknowledge and agree that (i) neither Borrowers nor any other party claiming on
behalf of, or through, Borrowers shall have any right, title or interest,
whether express or implied, in the Deposit Account and (ii) unless required
by applicable law, Borrowers shall not be entitled to any interest on amounts
held in the Deposit Account.

       

      5.           Clearing Accounts after
Commencement of Cash Sweep Period.

       

      (a)           Upon
the commencement of a Cash Sweep Period, Lender shall deliver a Notice of
Commencement of Cash Sweep Period to the Borrowers and to Clearing Bank in
accordance with the Clearing Accounts Agreement, instructing Clearing Bank
that:

       

      
            (i)           Borrowers
shall no longer have any access to the Clearing Accounts.

         

            (ii)          Lender
shall have the sole right to make withdrawals or transfers from the Clearing
Accounts.

        

          
            
               


            

            
              
                
 PAGE 4

              
              

            

            
               


            

          

        

      

       

          (iii)         All
funds in the Clearing Accounts shall be transferred to the Deposit Account in
accordance with the Clearing Accounts Agreement.

    

     

    (b)           If
a Cash Sweep Period terminates, then upon the termination of a Cash Sweep Period
and delivery by Lender to the Clearing Bank and Borrowers of a Notice of
Termination of Cash Sweep Period, Borrowers shall again have joint access to the
Clearing Accounts as set forth in Section 3(e)

     

    6.           Disbursements from Deposit
Account.

     

    (a)           During
a Cash Sweep Period, Lender shall have the continuing exclusive right to
withdraw and apply the funds in the Deposit Account to payment of any and all
debts, liabilities and obligations of Borrowers to Lender pursuant to or in
connection with this Agreement, the Notes, the Security Instruments and the
other Loan Documents, or to pay any expenses of the Property, in such order,
proportion and priority as Lender may determine in its sole
discretion.

     

    (b)           Lender's
right to withdraw and apply funds in the Deposit Account shall be in addition to
all other rights and remedies provided to Lender under this Agreement, the
Notes, the Security Instruments and the other Loan Documents and at law or in
equity as a result of any Borrower’s default.

     

    (c)           If
Lender applies funds in the Deposit Account to the payment of any debt,
liability or obligation of any one or more or all Borrowers to Lender, the
application of funds from the Deposit Account shall not be deemed Lender's
waiver or a cure of any default by any Borrower.

     

    7.           Termination of
Agreement.  This Agreement shall terminate upon the repayment
in full of all of the Loans in accordance with the terms and provisions of the
Loan Documents.  At Borrowers’ request and at Borrowers’ expense,
Lender will take such steps as reasonably are required to terminate the Clearing
Accounts Agreement and Lender’s interests in the Clearing Accounts.

     

    8.           Funds as Security for the
Loans.

     

    (a)           As
security for full payment of the Loans and timely performance of Borrowers’
Obligations, as defined in the Clearing Accounts Agreement, each Borrower hereby
pledges, transfers and assigns to Lender, and grants to Lender a continuing
security interest in and to the Clearing Accounts and all profits and proceeds
thereof, which security interest is prior to all other liens.

     

    (b)           Each
Borrower agrees to execute, acknowledge, deliver, file or do, at its sole cost
and expense, all other acts, assignments, notices, agreements or other
instruments as Lender may reasonably require in order to perfect the foregoing
security interest, pledge and assignment or otherwise to fully effectuate the
rights granted to Lender by this Section.  Other than in connection
with the Loans, no Borrower has sold or otherwise conveyed the Clearing
Account.

     

    
      (c)           Each
Clearing Account constitutes a “deposit account” within the meaning of the
Uniform Commercial Code of the State of New York.

    

    


    
      
        
           


        

        
          
            
 PAGE 5

          
          

        

        
           


        

      

    

     

    9.             Default.  Any
Borrower's and/or Manager’s failure to timely and fully perform its obligations
under this Agreement shall constitute a default under this Agreement and shall
constitute an automatic "Event of Default."

     

    10.             Fees and
Expenses.  Borrowers acknowledge and agree that they solely,
jointly and severally, shall be, and shall at all times remain, liable to Lender
for all fees, charges, costs and expenses in connection with the Clearing
Accounts, the Deposit Account, this Agreement and the enforcement hereof,
including, without limitation, the reasonable fees and expenses of legal counsel
to Lender and Servicer as needed to enforce, protect or preserve the rights and
remedies of Lender and/or Servicer under this Agreement.

     

    11.           Miscellaneous.

     

    (a)           Notices. All notices,
demands, requests, consents, approvals or other communications (any of the
foregoing, a “Notice”)
required, permitted, or desired to be given hereunder shall be in writing sent
by telefax (with answer back acknowledged) or by registered or certified mail,
postage prepaid, return receipt requested, or delivered by hand or reputable
overnight courier addressed to the party to be so notified at its address
hereinafter set forth, or to such other address as such party may hereafter
specify in accordance with the provisions of this Paragraph 11.  Any
Notice shall be deemed to have been received three (3) days after the date such
Notice is mailed or on the date of sending by telefax or delivery by hand if
sent or delivered during business hours on a Business Day (otherwise on the next
Business Day) or the next Business Day if sent by an overnight commercial
courier addressed to the parties as follows:

    


    
      	
              Address
      for Lender:

            	
              Holliday
      Fenoglio Fowler, L.P.

              9
      Greenway Plaza, Suite 700

              Houston,
      Texas 77046

              Attention:  David
      Croskery, Senior Managing Director

              Facsimile
      No. (713) 852-3498

            
	 
      	 
      
	
              Address
      for Borrowers:

            	
              c/o
      NTS Development Company

              10172
      Linn Station Road

              Louisville,
      Kentucky 40223

              Attention:  Brian
      F. Lavin

              Facsimile
      No. (502) 426-4994

            
	 
      	 
      
	 
      	 
      
	
              Address
      for Manager:

            	
              NTS
      Development Company

              10172
      Linn Station Road

              Louisville,
      Kentucky 40223

              Attention:  Gregory
      A. Wells

              Facsimile
      No. (502) 426-4994

            
	 
      	 
      
	
              With
      a copy to:

            	
              NTS
      Development Company

              10172
      Linn Station Road

              Louisville,
      Kentucky 40223

              Attention:  Rosann
      D. Tafel

              Facsimile
      No. (502) 426-4994

            


    

     

    
      (b)           Entire Agreement;
Modification. This Agreement sets forth the entire agreement between the
parties hereto with respect to the subject matter hereof and supercedes all
prior discussions, representations, communications and agreements (oral and
written) by and 


    

    
      
        
           


        

        
          
            
 PAGE 6

          
          

        

        
           


        

      

    

     

    among the parties hereto with respect
thereto.  Neither this Agreement nor any terms hereof shall be waived,
modified, supplemented or terminated in any manner whatsoever, except by a
written instrument signed by all parties hereto and then only to the extent
expressly set forth in such writing.


     

    (c)           Binding Effect; Joint and
Several Obligations.   The terms and provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective heirs, executors, legal representatives, successors, and
permitted assigns, whether by voluntary action of the parties or by operation of
law.  The foregoing shall not be construed, however, to permit
assignments or transfers otherwise prohibited under the Note, the Security
Instrument or the other Loan Documents.  As Borrowers consist of more
than one person or entity, each shall be jointly and severally liable to perform
the Borrower's obligations under this Agreement.

     

    (d)           Duplicate Originals;
Counterparts.  This Agreement may be executed in any number of
duplicate originals, and each duplicate original shall be deemed to be an
original.  This Agreement (and each duplicate original) also may be
executed in any number of counterparts, each of which shall be deemed an
original and all of which together shall constitute a fully executed agreement
even though all signatures do not appear on the same document.

     

    (e)           Unenforceable
Provisions. If any provision of this Agreement is found by competent
judicial authority to be invalid or unenforceable, the other provisions of this
Agreement that can be carried out without the invalid or unenforceable provision
will not be affected, and such invalid or unenforceable provision will be
ineffective only to the extent of such invalidity or unenforceability and
otherwise construed to the greatest extent possible to accomplish fairly the
purposes and intentions of the parties hereto.

     

    (f)           Ambiguity; Headings and
Construction of Certain Terms. Neither this Agreement nor any uncertainty
or ambiguity herein shall be construed or resolved against Lender by virtue of
the fact that such document has originated with Lender as
drafter.   The parties to this Agreement agree that this
Agreement shall be construed and interpreted according to the ordinary meaning
of the words used so as to accomplish fairly the purposes and intentions of the
parties hereto.  Words used in this Agreement may be used
interchangeably in singular or plural form, and any pronoun shall be deemed to
cover all genders.  Section headings are for convenience only and
shall not be used in interpretation of this Agreement. "Herein," "hereof" and
"hereunder" and other words of similar import refer to this Agreement as a whole
and not to any particular section, paragraph or other subdivision; and "section"
refers to the entire section and not to any particular subsection, paragraph or
other subdivision.  Reference to days for performance shall mean
calendar days unless Business Days are expressly indicated. References to the
“Note”, the “Security Instrument” and the “other Loan Documents” shall mean such
original documents and all renewals, modifications and supplements to the
foregoing.

     

    (g)           Governing
Law.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO ITS
CONFLICTS OF LAW RULES OTHER THAN SECTION
5-1401 OF THE GENERAL OBLIGATIONS LAW). JUDICIAL ACTIONS, SUITS OR PROCEEDINGS
BROUGHT AGAINST ANY PARTY HERETO WITH RESPECT TO ITS OBLIGATIONS, LIABILITIES OR
ANY OTHER MATTER UNDER OR ARISING OUT OF IN CONNECTION WITH THIS AGREEMENT OR
ANY TRANSACTION CONTEMPLATED HEREUNDER OR FOR RECOGNITION OR ENFORCEMENT OF ANY
JUDGMENT RENDERED IN ANY SUCH PROCEEDINGS SHALL BE BROUGHT IN THE STATE
COURT OF NEW YORK AND SHALL BE HEARD BY SUCH COURT SITTING WITHOUT A
JURY.

    


    
      
        
           


        

        
          
            
 PAGE 7

          
          

        

        
           


        

      

    

    


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

    


    
      
        
           


        

        
          
            
 PAGE 8

          
          

        

        
           


        

      

    

     

    
      
        
          
            	
                     
      

                  	
                        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

                  


          

          
 

        

      

    

    
      
        
           


        

        
          
            
 PAGE 9

          
          

        

        
           


        

      

    

     

    
      

        
          	
                   
      

                	
                  BORROWERS:

                   

                  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

                


        

        
 

      

    

    
      
        
           


        

        
          
            
 PAGE 10

          
          

        

        
           


        

      

    

    


    
      

        
          	
                   
      

                	
                  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

                


        

         

      

    

    


    
      
        
           


        

        
          
            
 PAGE 11

          
          

        

        
           


        

      

    

     

    
      
        
          
            	
                     
      

                  	
                    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

                  


          

           

           

        

      

    

    
      
        
           


        

        
          
            
 PAGE 12

          
          

        

        
           


        

      

    

     

    
      

        
          	
                   
      

                	
                  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

                


        

        
 

      

    

    
      
        
           


        

        
          
            
 PAGE 13

          
          

        

        
           


        

      

    

     

    
      

        
          	
                   
      

                	
                  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

                


        

        
 

      

    

    
      
        
           


        

        
          
            
 PAGE 14

          
          

        

        
           


        

      

    

     

    
       

      
        
          
            	
                     
      

                  	
                    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

                  


          

           

           

        

      

    

    
      
        
           


        

        
          
            
 PAGE 15

          
          

        

        
           


        

      

    

     

     

    
      
        
          
            	
                     
      

                  	
                    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

                  


          

           

        

      

    

    


    
      
        
           


        

        
          
            
 PAGE 16

          
          

        

        
           


        

      

    

     

    
       

      
        
          
            	
                     
      

                  	
                    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

                  


          

           

        

      

    

    


    
      
        
           


        

        
          
            
 PAGE 17

          
          

        

        
           


        

      

    

     

     

    
      
        
          
            	
                     
      

                  	
                    MANAGER:

                     

                    NTS DEVELOPMENT
      COMPANY

                  


          

           

          
            	 	By:	
                    /s/ Brian
      F. Lavin   

                    Name:
      Brian F. Lavin

                    Title:
      President

                  


          

        

        
          
            
              
                
                  
                     



                

              

            

          

        

      

    

    
      
        
           


        

        
          
            
 PAGE 18

          
          

        

        
           


        

      

    

    


    EXHIBIT
A

    


    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


    

     

    
       

        
          

        

      

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