COVER PAGE TO LOAN MODIFICATION AGREEMENT BY AND AMONG HILLIARD GRAND APARTMENTS, LLC, RED MORTGAGE CAPITAL, LLC, AND THE SECRETARY OF HOUSING AND URBAN DEVELOPMENT

THIS LOAN MODIFICATION AGREEMENT (this "Agreement") is made as of December 28, 2012, by and among HILLIARD GRAND APARTMENTS, LLC, an Ohio limited liability company (hereinafter called "Mortgagor"), RED MORTGAGE CAPITAL, LLC, a Delaware limited liability company (hereinafter called "Mortgagee"), and the SECRETARY OF HOUSING AND URBAN DEVELOPMENT, acting by and through the Federal Housing Commissioner (hereinafter called "Secretary"), who is entering into this Agreement to effect the modification of the Regulatory Agreement (hereinafter defined).

A.     Mortgagor is the owner of a project identified in the records of the Secretary .as Hilliard Grand Apartments, FHA Project No. 043-35522 (the "Project") situated on the real property described on Exhibit A attached hereto and incorporated herein by reference (the "Property").

B.     The Mortgagor has financed the Project with a mortgage loan (the "Mortgage Loan") made to the Mortgagor by the Mortgagee in the original maximum principal amount of $31,800,400.00.

C.     The Mortgage Loan is insured by the Secretary pursuant to Section 221(d) (4) of the National Housing Act, as amended.

D.     The Mortgage Loan is evidenced by a Mortgage Note dated as of July 27, 2010 in the original principal amount of $31,800,400.00 executed by the Mortgagor in favor of the Mortgagee (the "Note") and is secured, inter alia, by (i) an Open-End Mortgage Deed executed by the Mortgagor in favor of the Mortgagee (the "Mortgage "), which Mortgage was recorded on July 27, 2010 in the Official Records of Franklin County, Ohio in Instrument Number 201002720094998 and (ii) a Security Agreement dated as of July 27, 2010 executed by the Mortgagor in favor of the Mortgagee (the "Security Agreement").

E.     In connection with the Mortgage Loan, the Mortgagor and the Secretary entered into a certain Regulatory Agreement Multifamily Housing Projects dated as of July 27, 2010 and recorded on July 27, 2010 in the Official Records of Franklin County, Ohio in Instrument Number 201002720094999 (the "Regulatory Agreement").

F.     The Note, Mortgage, Security Agreement, Regulatory Agreement; and all other documents executed by the Mortgagor in connection with the Mortgage Loan are hereinafter referred to as the "Loan Documents".

G.     The maximum 'insurable mortgage amount, as determined by the Secretary, with respect to the Mortgage Loan has been reduced from $31,800,400.00 to $29,322,700.00.

H.     A portion of the Property has been conveyed to the City of Hilliard for roadway and green space purposes, after which the legal description of the Property was modified to be as described on Exhibit A-1 hereto. "

NOW, THEREFORE, for One Dollar ($1.00) and other good and valuable consideration, mutually exchanged, the Mortgagor, the Mortgagee, the Trustee and the Secretary agree as follows:

1.     Recitals. The foregoing recitals are hereby incorporated by reference as if fully set forth herein.

2.     Amendments to Note.

(a) The amount of the Note is reduced from $31,800,400.00 to $29,322,700.00. All references in the Note to "Thirty-One Million Eight Hundred Thousand Four" Hundred and No/100 Dollars" shall be amended to read "Twenty-Nine Million Three Hundred Twenty-Two Thousand Seven Hundred and No/100 Dollars." All references in the Note to "$31,800,400.00" shall be amended to read "$29,322,700.00".

(b) The obligation of the Mortgagor to make monthly payments of principal and/or interest as set forth in the Note is hereby amended by deleting the paragraph of the Note beginning with the words "Commencing on the first day of August, 2010 ..." and inserting in lieu thereof:

"Commencing on the first day of August, 2010 and continuing on the first day of each month thereafter up to and including August 1, 2012, interest on the outstanding principal balance. Commencing on the first day of September, 2012, monthly installments of interest and principal . shall be paid in the sum of One Hundred Fifty-Three Thousand Thirty-Seven and 50/100 Dollars ($153,037.50) each, such payments to continue monthly thereafter on the first day of each succeeding month until the entire indebtedness has been paid. In any event, the balance of the principal, if any remaining unpaid, plus accrued interest shall be due and payable on August 1, 2052. The installments of interest and principal shall be applied first to interest at the rate of five and 59/100ths percent (5.59%) per annum upon the principal sum or so much thereof as shall from time to time remain unpaid and the balance thereof shall be applied on account of principal.

(c) The Note is hereby amended so that all references to the "Mortgage" or "mortgage" contained in the Note shall be deemed to be references to the Mortgage, as modified by this Agreement.

3.     Amendments to Mortgage, Regulatory Agreement and Other Loan Documents.

(a) All references to the amount of the Mortgage Loan, Note and/or Mortgage which are contained in the Mortgage, Security Agreement, Regulatory Agreement, or any other Loan Document are changed from $31,800,400.00 to $29,322,700.00.

(b) The Mortgage, Security Agreement, Regulatory Agreement, and other Loan Documents are modified to delete the legal-description of the Property attached as Exhibit A, as applicable, and substitute in lieu therefor the legal description of the Property attached as Exhibit A-I hereto.

(c) The Mortgage, Security Agreement, Regulatory Agreement, and other Loan Documents are each hereby amended so that all references to the "Note" or "note" contained in any of said documents shall be deemed to refer to the Note, as modified by this Agreement, and any reference to the "Mortgage" or "mortgage" contained in any of said documents shall be deemed. to refer to the Mortgage, as modified by this Agreement, and any reference to the "Regulatory Agreement" or "regulatory agreement" contained in any of said documents shall be deemed to refer to the Regulatory Agreement, as modified by this Agreement, and any reference to the "Security Agreement" or "security agreement" contained in any of said documents shall be deemed to refer to the Security Agreement, as modified by this Agreement.

4.     Non-Waiver.

Nothing in this Agreement shall waive, compromise, impair or prejudice any right the Secretary may have to seek judicial recourse for any breach of the Regulatory Agreement that may have occurred prior to or may occur subsequent to the date of this Agreement. In the event that the Secretary initiates an "action for breach of the Regulatory Agreement and recovers funds, either on the Secretary's own behalf or on behalf of the Project or the Mortgagor, 'those funds may be applied, at the discretion of the Secretary, to the payment of the delinquent amount due under' the Mortgage or as a partial prepayment of the Mortgage debt.

5.     Other Provisions.

All other provisions of the Loan Documents are hereby confirmed and ratified according to their terms. Nothing herein contained shall in any manner impair the Note or the security now held for said indebtedness, or alter, waive, annul, vary or affect any provision, condition or covenant therein, except as specifically provided herein, nor affect or impair any rights, powers or remedies under the Note or Mortgage, it being the intent of the parties hereto that the terms and provisions of the Note and Mortgage shall continue in full force and effect except as modified hereby.

6.     Multiple Counterparts.

This Agreement may be executed in counterparts, each of which will be an original, but which, taken together, will constitute one and the same Agreement.

I, Vince Gasso, a notary public of the above county and state, certify that Gary L. Schottenstein personally came before me this day and acknowledged that he is the Managing Member of Hilliard Grand Apartments, LLC, an Ohio limited liability company, and that he as Managing Member, being authorized to do so, executed the foregoing on behalf of the limited liability company.

I, Julie A. Moore, a notary public of the above county and state, certify that Edward H.R. Tellings personally came before me this day and acknowledged that he is the Senior Managing Member of RED MORTGAGE CAPITAL, LLC, a Delaware limited liability company, and that he as Senior Managing Director, being authorized to do so, executed the foregoing on behalf of the limited liability company.

I, William W. Cusack, a notary public of the above county and state, certify that Chris Cook personally came before me this day and acknowledged that he/she is the duly appointed Authorized Agent of the Federal Housing Commissioner and that he/she as Authorized Agent, being authorized to do so, executed the foregoing on behalf of the Federal Housing Commissioner, for the purposes therein expressed.