Moody National Advisor I, LLC

Xxxxx National REIT I, Inc. 10-K

EXHIBIT 10.67

Xxxxx National Advisor I, LLC

 0000 Xxxxxxx Xxxxx, Xxxxx 000

Xxxxxxx, Xxxxx 00000

December 30, 2013

Xxxxx National Advisor I, LLC
0000 Xxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000

Ladies and Gentlemen:

Xxxxx National Advisor I, LLC (the “Advisor”), Xxxxx National Operating Partnership I, L.P. (the “Operating Partnership”), Xxxxx Realty Company, L.P. and Xxxxx National REIT I, Inc. (the “REIT”) are parties to that certain Amended and Restated Advisory Agreement, dated as of August 14, 2009 (as subsequently amended, the “Advisory Agreement”).  Capitalized terms used herein that are not otherwise defined have the respective meanings given to them in the Advisory Agreement.

1. Waiver of Reimbursable Expenses.

Pursuant to Section 10(a) of the Advisory Agreement, the Advisor is entitled to reimbursement by the REIT for all of the Total Operating Expenses paid or incurred by the Advisor in connection with the services it provides to the REIT and the Operating Partnership pursuant to the Advisory Agreement; provided, however, the REIT shall not reimburse the Advisor at the end of any fiscal quarter in which Total Operating Expenses for the four consecutive fiscal quarters then ended exceed the greater of 2% of Average Invested Assets or 25% of Net Income for such year.  Pursuant to Section 27 of the Advisory Agreement, the Advisor hereby irrevocably waives all expenses reimbursable to the Advisor pursuant to the Advisory Agreement for the fiscal quarter ended December 31, 2013 (“Waiver Period”) to the extent such expenses have not been reimbursed to the Advisor as of the date hereof.   The Advisor further acknowledges that all expenses incurred directly by the REIT and incurred by the Advisor on the REIT’s behalf during the Waiver Period shall be paid by the Advisor on behalf of the REIT.

2. Continuing Obligation to Reimburse Organization and Offering Expenses.

For the avoidance of doubt, nothing herein shall constitute a waiver of the obligation of the REIT to reimburse the Advisor and its Affiliates for Organization and Offering Expenses.

December 30, 2013

Page 2

3. Ratification; Effect on Advisory Agreement.

(a)        Ratification. The Advisory Agreement, as amended by this letter agreement, shall remain in full force and effect and is hereby ratified and confirmed in all respects.

(b)        Effect on the Advisory Agreement. On and after the date hereof, each reference in the Advisory Agreement to “this Agreement,” “herein,” “hereof,” “hereunder,” or words of similar import shall mean and be a reference to the Advisory Agreement as amended hereby.

4. Miscellaneous.

(a)        Governing Law. This letter agreement and the legal relations between the parties hereto shall be construed and interpreted in accordance with the internal laws of the State of Maryland.

(b)        Modification. This letter agreement shall not be changed, modified, or amended, in whole or in part, except by an instrument in writing signed by the parties hereto, or their respective successors or assignees.

(c)        Headings. The titles and headings of the sections and subsections contained in this letter agreement are for convenience only, and they neither form a part of this letter agreement nor are they to be used in the construction or interpretation hereof.

(d)        Severability. The provisions of this letter agreement are independent of and severable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.

(e)        Counterparts. This letter agreement may be executed in multiple counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument.  This letter agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories.  This letter agreement, to the extent signed and delivered by means of electronic mail or a facsimile machine, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were an original signed version thereof delivered in person.  No party hereto shall raise the use of electronic mail or a facsimile machine to deliver a signature or the fact that any signature was transmitted or communicated through the use of electronic mail or a facsimile machine as a defense to the formation or enforceability of a contract and each party hereto forever waives any such defense.

December 30, 2013

Page 3

	Very truly yours,
	Xxxxx National Advisor I, LLC
	By:	/s/ Xxxxx X. Xxxxx
		Xxxxx X. Xxxxx
		President and Chief Executive Officer

December 30, 2013

Page 4

Acknowledged and Agreed on the ___ day of December, 2013:

Xxxxx National REIT I, Inc.
By:		/s/ Xxxxx X. Xxxxx
Name:		Xxxxx X. Xxxxx
Title:		President
Xxxxx National Operating Partnership I, L.P.
By:		Xxxxx National REIT I, Inc., its general partner
By:		/s/ Xxxxx X. Xxxxx
Name:		Xxxxx X. Xxxxx
Title:		President
Xxxxx National Realty Company, L.P.
By:		/s/ Xxxxx X. Xxxxx
Name:		Xxxxx X. Xxxxx
Title:		President