/s/ Vanessa G. Morris, Esq.Vanessa G. Morris, Esq.

Original Borrower obtained a mortgage loan (“Loan”) from CBRE MELODY & COMPANY, a Texas corporation (“Original Lender”), which Loan is secured by certain Land and Improvements (“Mortgaged Property”), located in Tulsa City/County, Oklahoma. The Land is more particularly described in Exhibit A, attached to this Agreement.

Original Borrower executed a promissory note evidencing the Loan, dated September 6, 2007, in the original principal amount of $20,500,000.00, payable to Original Lender (“Note”). Original Guarantor guaranteed payment of certain amounts and performance of certain obligations of Borrower under the Loan Documents by executing a Guaranty

To secure repayment of the Loan, Original Borrower executed and delivered to Original Lender a Multifamily Mortgage, Assignment of Rents and Security Agreement (“Security Instrument”) of even date with the Note, which is recorded in the land records of Tulsa County, Oklahoma (“Land Records”) as Instrument No. 2007100741.

The Note, Security Instrument, and any other document executed by Original Borrower in connection with the Loan that will be assumed by New Borrower, all as listed on Exhibit B to this Agreement, are referred to collectively in this Agreement as the “Assumed Loan Documents.”

Original Lender endorsed the Note to the order of Freddie Mac and by instrument dated September 6, 2007 filed for record on September 6, 2007 in the Land Records as Instrument No. 2007100742 sold, assigned, and transferred all right, title, and interest of Original Lender in and to the Security Instrument and the other Loan Documents to Freddie Mac. Freddie Mac is now the owner and holder of the Note and the Loan is serviced by GEMSA Loan Services, L.P. (“Servicer”).

Original Borrower has transferred or has agreed to transfer all of its right, title, and interest in and to the Mortgaged Property to New Borrower (“Transfer”).

New Borrower has agreed to assume all of Original Borrower’s rights, obligations, and liabilities created or arising under the Assumed Loan Documents, with certain modifications, if any, as set forth in Exhibit C to this Agreement (“Assumption”).

Subject to the full satisfaction of all conditions set forth below, Freddie Mac has agreed to consent to the Transfer and the Assumption.

Capitalized terms not defined in this Agreement will have the meanings given to them in the Security Instrument and other Loan Documents.

Original Borrower desires to be released by Freddie Mac from any and all obligations and liabilities under the terms and provisions of the Loan Documents, and Freddie Mac has agreed to release Original Borrower from further liability (except as provided in Section 10 of this Agreement).

Assumption of Obligations. New Borrower covenants, promises, and agrees that New Borrower, jointly and severally if more than one, will unconditionally assume and be bound by all terms, provisions, and covenants of the Assumed Loan Documents as if New Borrower had been the original maker of the Assumed Loan Documents. New Borrower

Modification of Note and Security Instrument. New Borrower and Freddie Mac agree that the provisions of the Assumed Loan Documents are modified as set forth in Exhibit C to this Agreement.

New Guaranty. On the date of execution of this Agreement, New Borrower will cause New Guarantor to execute and deliver to Freddie Mac the current Freddie Mac form of Guaranty – Multistate – Assumptions and Transfers (CME and Portfolio) (“Guaranty”) under which New Guarantor guarantees the full and punctual payment and performance, when due, of certain obligations of Borrower in connection with the Loan, as more fully set forth in the Guaranty.

Representations and Warranties of Original Borrower. Original Borrower makes each of the following representations and warranties to Freddie Mac and to New Borrower:

Additional Transfers. Notwithstanding Freddie Mac’s consent to the Transfer, New Borrower understands and agrees that such consent will in no way limit or operate as a waiver of Freddie Mac’s continuing rights with respect to future transfers under the provisions of the Security Instrument.

Continuing Obligations. New Borrower will execute, acknowledge, and deliver such other documents as Freddie Mac or Servicer may require to document the Assumption and to more fully implement the provisions of this Agreement. The failure of New Borrower to comply with the additional obligations contained in this Section will constitute an Event of Default under the Security Instrument, and Freddie Mac will be entitled to exercise all remedies available to it under the terms of the Assumed Loan Documents.

To induce Freddie Mac to consent to the Assumption, in addition to the covenants and agreements set forth in the Assumed Loan Documents, New Borrower will enter into the additional agreements set forth on Exhibit D to this Agreement (“Additional Agreements”), if applicable.

The failure of New Borrower to comply with the provisions of the Additional Agreements, if applicable, will constitute an Event of Default under the Security Instrument, and Freddie Mac will be entitled to exercise all remedies available to it under the terms of the Additional Agreements and the Assumed Loan Documents.

In reliance upon Original Borrower’s representations and warranties, Freddie Mac releases Original Borrower from any and all obligations under the terms and provisions of the Loan Documents; provided, however, that Original Borrower is not released from any liability pursuant to Section 18 [Environmental Hazards] of the Security Instrument arising out of conditions existing on or before the date of this Agreement.

If any material element of Original Borrower’s representations and warranties is materially false or misleading, this release will be canceled and Original Borrower will remain obligated under the Loan Documents as though there had been no release.

If at any time all or any part of any payment by Original Borrower which has been applied by Freddie Mac to payment of the Loan on or prior to the date of this Agreement is or must be rescinded, repaid or returned by Freddie Mac for any reason whatsoever (including the application of any bankruptcy, insolvency or other law), for purposes of this Agreement, to the extent that such payment is or must be rescinded, repaid or returned, such payment will be deemed to have continued to be due and payable, notwithstanding such application by Freddie Mac and this Agreement will continue to be effective as to such payment as though such application by Freddie Mac had not been made. Original Borrower and New Borrower will each remain liable to Freddie Mac for the amount so rescinded, repaid, or returned to the same extent as if such amount had never originally been received by Freddie Mac, notwithstanding any cancellation of the Note, release or satisfaction of the Security Instrument, or the cancellation of any other Loan Document.

Ratification of Original Guaranty. By signing the Acknowledgment and Consent to this Agreement where indicated below, Original Guarantor takes each of the following actions:

Original Guarantor ratifies the Original Guaranty under which it guaranteed payments of certain amounts and performance of certain obligations under the Loan Documents only to the extent that it guaranties payments of Borrower’s liability under Section 18 [Environmental Hazards] of the Security Instrument arising out of conditions existing on or before the date of this Agreement (“Preexisting Conditions”).

Original Guarantor agrees that Section 18 [Environmental Hazards] of the Security Instrument as assumed by New Borrower and modified by this Agreement will continue to be guaranteed by Original Guarantor as and to the full extent provided in the Original Guaranty for such Preexisting Conditions.

Expenses. New Borrower will pay all expenses incurred by Freddie Mac in connection with the Assumption, including the payment of any title endorsement costs, legal costs (including in-house legal costs), attorneys’ fees, and assumption fees required by Freddie Mac and/or pursuant to the Loan Documents.

This Agreement will be binding upon and will inure to the benefit of the parties to the Agreement and their respective heirs, successors, and permitted assigns.

Except as expressly modified by this Agreement, the Note, the Security Instrument, and all other Loan Documents will be unchanged and remain in full force and effect, and are hereby expressly approved, ratified, and confirmed. No provision of this Agreement that is held to be inoperative, unenforceable or invalid will affect the remaining provisions, and to this end all provisions of this Agreement are declared to be severable.

Time is of the essence of this Agreement.

This Agreement may not be changed orally, but only by an agreement in writing, signed by the party against whom enforcement of any waiver, change, modification or discharge is sought.

This Agreement will be construed in accordance with the laws of the jurisdiction in which the Mortgaged Property is located.

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

All notices given pursuant to the Agreement must be in writing and will be effectively given if personally delivered or, if mailed, postage prepaid, certified or registered mail, return receipt requested, to the addresses of the parties set forth below or to such other address as any party subsequently may designate in writing.

The failure of New Borrower to comply with the additional obligations contained in this Agreement will constitute an Event of Default under the Security Instrument, and Freddie Mac will be entitled to exercise all remedies available to it under the terms of the Assumed Loan Documents.

Executed Originals. Executed originals of this Agreement will be (a) attached permanently to the Note as an amendment to the Note, and (b) recorded in the Land Records as a modification to the Security Instrument.

State Specific Requirements. N/A

Attached Exhibits. The following Exhibits, if marked with an “X”, are attached to this Agreement:

Legal Description of the Land (required)

List of Assumed Loan Documents (required)

Modifications to Assumed Loan Documents (required)

Additional Agreements

Modifications to Agreement

Multifamily Note dated September 6, 2007 from Original Borrower in favor of Original Lender in the principal amount of $20,500,000.00, payable to Original Lender, as assigned to Freddie Mac.

Multifamily Mortgage Assignment of Rents and Security Agreement encumbering the Property dated September 6, 2007, by and between Original Borrower in favor of Original Lender, and recorded in the real estate records of Tulsa County, Oklahoma as Instrument #2007100741, as assigned to Freddie Mac pursuant to that certain Assignment of Security Instrument dated September 6, 2007, and recorded as Instrument #2007100742.

As used in the Assumed Loan Documents, all references to Borrower will be deemed to refer to New Borrower; provided, however, that New Borrower shall not be liable under any of the Assumed Loan Documents for any Event of Default under the Loan Documents which is personal to Original Borrower and not susceptible to cure, such as fraud, misrepresentation or breach of the single asset requirements.

From and after the date hereof, all references to the defined term “Loan Documents” in any of the Assumed Loan Documents (and any documents executed concurrently with this Agreement) shall be deemed to mean, collectively, (i) this Assumption Agreement, (ii) the Note, the Security Instrument, the County UCC and the State UCC, in each case as modified hereby, (iii) the Replacement Reserve Agreement, (iv) the O&M Agreements and MMP Implementation Certificate, (v) the new Guaranty, (vi) the new Borrower's Certificate and Agreement, and (vii) any UCC-1 financing statements filed or recorded in connection herewith.

Borrower fails to pay when due the amount of any item below marked “Deferred” in accordance with the terms of the Security Instrument; provided, however, that if no item is marked “Deferred”, this Section 9(c)(iv) shall be of no force or effect.

Hazard Insurance premiums or other insurance premiums,

water and sewer charges (that could become a lien on the Mortgaged Property),

assessments or other charges (that could become a lien on the Mortgaged Property)

Unless this requirement is waived in writing by Lender, which waiver may be contained in this Section 7(a), Borrower shall deposit with Lender on the day monthly installments of principal or interest, or both, are due under the Note (or on another day designated in writing by Lender), until the Indebtedness is paid in full, an additional amount sufficient to accumulate with Lender the entire sum required to pay, when due, the items marked “Collect” below. Lender will not require Borrower to make Imposition Deposits with respect to the items marked “Deferred” below.

Hazard Insurance premiums or other insurance premiums required by Lender under Section 19,

water and sewer charges (that could become a lien on the Mortgaged Property),

assessments or other charges (that could become a lien on the Mortgaged Property)

Section 13(b) of the Security Instrument is hereby deleted and replaced with the following:

Borrower shall keep the Improvements insured at all times against such hazards as Lender may from time to time require, which insurance shall include but not be limited to coverage against loss by fire, windstorm and allied perils, general boiler and machinery coverage, and business interruption including loss of rental value insurance for the Mortgaged Property with extra expense insurance. If Lender so requires, such insurance shall also include sinkhole insurance, mine subsidence insurance, earthquake insurance, and, if the Mortgaged Property does not conform to applicable zoning or land use laws, building ordinance or law coverage. In the event any updated reports or other documentation are reasonably required by Lender in order to determine whether such additional insurance is necessary or prudent, Borrower shall pay for all such documentation at its sole cost and expense. Borrower acknowledges and agrees that Lender’s insurance requirements may change from time to time throughout the term of the Indebtedness. If any of the Improvements are located in an area identified by the Federal Emergency Management Agency (or any successor to that agency) as an area having special flood hazards, Borrower shall insure such Improvements against loss by flood. All insurance required pursuant to this Section 19(a) shall be referred to as “Hazard Insurance.” All policies of Hazard Insurance must include a non-contributing, non-reporting mortgagee clause in favor of, and in a form approved by, Lender.

All premiums on insurance policies required under this Section 19 shall be paid in the manner provided in Section 7, unless Lender has designated in writing another method of payment. All such policies shall also be in a form approved by Lender. Borrower shall deliver to Lender a legible copy of each insurance policy (or duplicate original) and Borrower shall promptly deliver to Lender a copy of all renewal and other notices received by Borrower with respect to the policies and all receipts for paid premiums. At least 5 days prior to the expiration date of any insurance policy, Borrower shall deliver to Lender evidence acceptable to Lender that the policy has been renewed. If Borrower has not delivered a legible copy of each renewal policy (or a duplicate original) prior to the expiration date of any insurance policy, Borrower shall deliver a legible copy of each renewal policy (or a duplicate original) in a form satisfactory to Lender within 120 days after the expiration date of the original policy.

Borrower shall maintain at all times commercial general liability insurance, workers’ compensation insurance and such other liability, errors and omissions and fidelity insurance coverages as Lender may from time to time require. All policies for general liability insurance must contain a standard additional insured provision, in favor of, and in a form approved by, Lender.