0001278384-09-000034 Sample Contracts

MULTIFAMILY NOTE-CME MULTISTATE – FIXED RATE (REVISION DATE 8-14-2009)
NTS Realty Holdings Lp • December 23rd, 2009 • Real estate investment trusts

FOR VALUE RECEIVED, the undersigned (together with such party’s or parties’ successors and assigns, “Borrower”) jointly and severally (if more than one) promises to pay to the order of HOLLIDAY FENOGLIO FOWLER, L.P., a Texas limited partnership, the principal sum of Twenty-Seven Million Six Hundred Seventy-Five Thousand and 00/100 Dollars (US $27,675,000.00), with interest on the unpaid principal balance, as hereinafter provided.

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MULTIFAMILY MORTGAGE, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT (INDIANA – REVISION DATE 03-31-2008)
And Security Agreement • December 23rd, 2009 • NTS Realty Holdings Lp • Real estate investment trusts

THIS MULTIFAMILY MORTGAGE, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT (the "Instrument") is made to be effective as of the 16th day of December, 2009, between NLP WILLOW LAKE, LLC, a limited liability company organized and existing under the laws of Delaware, whose address is c/o NTS Development Company, 10172 Linn Station Road, Louisville, Kentucky 40223, as mortgagor ("Borrower"), and HOLLIDAY FENOGLIO FOWLER, L.P., a limited partnership organized and existing under the laws of Texas, whose address is 9 Greenway Plaza, Suite 700, Houston (Harris County), Texas 77046, as mortgagee ("Lender"). Borrower's organizational identification number, if applicable, is 4739660.

GUARANTY-CME MULTISTATE (for use in all Property jurisdictions except California) REVISION DATE 8-14-09
NTS Realty Holdings Lp • December 23rd, 2009 • Real estate investment trusts

This Guaranty ("Guaranty") is entered into to be effective as of December 16, 2009, by the undersigned Person(s) (the "Guarantor" jointly and severally if more than one), for the benefit of HOLLIDAY FENOGLIO FOWLER, L.P., a Texas limited partnership (the "Lender").

MASTER CLEARING ACCOUNTS AGREEMENT-CME Lender – Access to Clearing Accounts (REVISION DATE 8-14-2009)
Master Clearing Accounts Agreement • December 23rd, 2009 • NTS Realty Holdings Lp • Real estate investment trusts • New York

This MASTER CLEARING ACCOUNTS AGREEMENT (the “Agreement”) is entered into as of the 16th day of December, 2009, by and among PNC BANK, NATIONAL ASSOCIATION, a national banking association having and address at One PNC Plaza, 19th Floor, P1-POPP-19-2, Pittsburgh, PA 15222 (“Clearing Bank”), 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”), 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”).

MASTER CROSS-COLLATERALIZATION AGREEMENT (Revision Date 4/27/2009)
Master Cross-Collateralization Agreement • December 23rd, 2009 • NTS Realty Holdings Lp • Real estate investment trusts • Virginia

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”).

MASTER CASH MANAGEMENT AGREEMENT-CME Lender - Access to Clearing Accounts (REVISION DATE 8-14-2009)
Master Cash Management Agreement • December 23rd, 2009 • NTS Realty Holdings Lp • Real estate investment trusts • New York

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”).

MULTIFAMILY MORTGAGE, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT (KENTUCKY – REVISION DATE 03-31-2008)
And Security Agreement • December 23rd, 2009 • NTS Realty Holdings Lp • Real estate investment trusts

THIS MULTIFAMILY MORTGAGE, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT (the "Instrument") is made as of the 16th day of December, 2009, between NLP PARK PLACE, LLC, a limited liability company organized and existing under the laws of Delaware, whose county and state of residence are Jefferson County, Kentucky and whose office address is c/o NTS Development Company, 10172 Linn Station Road, Louisville, Kentucky 40223, as mortgagor ("Borrower"), and HOLLIDAY FENOGLIO FOWLER, L.P., a limited partnership organized and existing under the laws of Texas, whose address is 9 Greenway Plaza, Suite 700, Houston (Harris County), Texas 77046, as mortgagee ("Lender"). Borrower's organizational identification number, if applicable, is 4739669.

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