MASTER CROSS-COLLATERALIZATION AGREEMENT

Exhibit 10.2

MASTER CROSS-COLLATERALIZATION AGREEMENT

(Revision Date 02/09/2009)

      THIS MASTER CROSS-COLLATERALIZATION AGREEMENT (this “ Agreement ”) is made as of the 24th day of April, 2009 by DEUTSCHE BANK BERKSHIRE MORTGAGE, INC. , a Delaware corporation (“ Lender ”), those parties identified on Exhibit A — Schedule 1 attached hereto (each referred to individually as a “ Grantor ” and all referred to collectively as the “ Grantors ”) and Shady Grove Road Financing, LLC, a Delaware limited liability company (the “ Traville Borrower ”).

RECITALS

CREDIT FACILITY DOCUMENTS Collateralization Agreement

1. Definitions. For purposes of this Agreement, the following terms shall have the meanings indicated:

“ Event of Default ” shall have the meaning set forth in Section 4.

“ Foreclosure ” means, with respect to any Mortgage, a judicial or non-judicial foreclosure of or trustee’s sale under the Mortgage, a deed in lieu of such foreclosure or sale, a sale of the Property pursuant to lawful order of a court of competent jurisdiction in a bankruptcy case filed under Title 11 of the United States Code, or any other similar disposition of any of the Property encumbered by the Mortgage.

“ Fraudulent Transfer Laws ” means Section 548 of Title 11 of the United States Code or any applicable provisions of comparable state law, including any provisions of the Uniform Fraudulent Conveyance Act or Uniform Fraudulent Transfer Act, as adopted under state law.

“ Indebtedness ” means, with respect to each Grantor, the “Indebtedness” as defined in such Grantor’s Mortgage without regard to additional obligations of such Grantor that are created by this Agreement.

“ Loans ” means the loans identified in Exhibit A — Schedule 2 .

“ Mortgage ” means that as set forth in the Recitals to this Agreement.

“ Note ” with respect to each Borrower means the Multifamily Note evidencing that Borrower’s obligation to repay its Loan.

“ Property ” means, with respect to each Grantor, the “Mortgaged Property” as defined in the Mortgage executed by such Grantor.

“ Release Date ” means the date that the applicable Property will be released pursuant to Section 14 hereof.

“ Total Indebtedness ” means, with respect to each Grantor, that Grantor’s obligation both (a) to pay its Indebtedness and (b) to pay all other amounts payable under this Agreement and under the Borrowers’ Loan Documents, whether such obligations arise directly or under a guaranty of such obligations.

“ Total Property ” means the aggregate of all the Properties, now or hereafter made subject to this Agreement, except that, for purposes of Sections 2 and 18 of this Agreement only, the Property described in the Mortgage securing the Loan to Gardens Financing, LLC shall not be part of the “Total Property”.

Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in the Mortgages.

2. Joint and Several Liability; Integration of Obligations .

     (a) Notwithstanding anything to the contrary in this Agreement or any Borrower’s or the IDOT Grantor’s, as the case may be, Loan Documents, subject to the terms and conditions of this Agreement, each Grantor (other than the IDOT Grantor) hereby agrees to pay the Indebtedness of each Borrower, as and when due and the IDOT Grantor hereby guaranties and becomes a surety for the prompt payment of the Indebtedness of each other Grantor, as and when

due. Accordingly, the Indebtedness of each Borrower listed in Exhibit A — Schedule 2 shall be the joint and several obligation of each Grantor, subject to and in accordance with the terms of this Agreement.

     (b) While each Loan represents a separate and independent obligation of each Grantor, whether direct or indirect, the Grantors acknowledge that, in requesting Lender to make the Loans, they intend, subject to and upon the terms and conditions of this Agreement:

Accordingly, if any Grantor or the Traville Borrower fails to pay fully, when due, subject to applicable notice and cure periods, any amount payable to Lender under this Agreement or any Loan Document, then Lender may elect, in its discretion, to treat that amount as being due and owing by the Grantors listed in Exhibit A — Schedule 1 , on a joint and several basis; may enforce its rights and remedies against and collect such amounts from the Grantors listed in Exhibit A — Schedule 1 on a joint and several basis; and may recover such amounts from the value of each of the Properties, on a pro rata basis or otherwise, as determined by Lender in its discretion. Subject to and upon the terms and conditions of this Agreement, the Total Property secures all Grantors’ Total Indebtedness, without apportionment or allocation of any Property or any portion of any Property (except that the Total Indebtedness may be apportioned among the Properties for the sole and limited purpose of determining the amount of transfer or recordation taxes or documentary stamps required in connection with this Agreement and the Mortgages).

3. IDOT and IDOT Guaranty. Notwithstanding anything to the contrary set forth in this Agreement, the parties hereto agree that (i) the IDOT, together with the IDOT Guaranty, evidences a contingent liability of the IDOT Grantor as set forth in those documents; (ii) the IDOT Grantor shall not be primarily liable for any Indebtedness described in this Agreement; and (iii) the IDOT Grantor shall guarantee and become a surety for the prompt payment of the Indebtedness of each Borrower and each other Grantor, as and when due, as set forth in this Agreement.

4. Events of Default. Each of the following events shall constitute an “Event of Default” under this Agreement:

     (a) a default or breach by any Grantor of any provision of this Agreement; and

     (b) any event or condition constituting an “Event of Default” under any Loan Document.

5. Avalon Gardens Mortgage. Any event or condition constituting an “Event of Default” under this Agreement or any Loan Document shall also constitute an “Event of Default” under the Avalon Gardens Mortgage. Notwithstanding anything in this Agreement to the contrary, the parties hereto agree that the Avalon Gardens Mortgage secures only the Indebtedness described in the Avalon Gardens Mortgage and does not secure any additional obligations of Gardens Financing, LLC under this Agreement.

6. Remedies. Upon the occurrence of a continuing Event of Default, Lender, in its sole and absolute discretion, may exercise any or some or all of the following remedies, in such order and at such times as Lender shall elect:

     (a) declare immediately due and payable the Indebtedness of any or all Grantors and/or the Traville Borrower whether or not Lender exercises its right to declare immediately due and payable the Indebtedness related to a particular Mortgage under which the Event of Default may have occurred; and

     (b) exercise any or all of its rights and remedies under this Agreement, any Loan Document or applicable law.

     Lender may exercise such remedies in one or more proceedings, whether contemporaneous or consecutive or a combination of both, to be determined by Lender in its sole discretion. Lender may enforce its rights against any one or more Properties or portions of Properties, in such order and manner as it may elect in its sole discretion. The enforcement of any one Mortgage shall not constitute an election of remedies, and shall not limit or preclude the enforcement of any other Mortgage or Loan Document, through one or more additional proceedings. Lender may bring any action or proceeding, including but not limited to judicial or non-judicial foreclosure proceedings, without regard to the fact that one or more other proceedings may have been commenced elsewhere with respect to the same Property or Properties or any portion of them. Each Grantor hereby unconditionally and irrevocably waives any rights it may have, now or in the future, whether at law or in equity, to require Lender to enforce or exercise any of its rights or remedies under this Agreement, under any Mortgage, or under any other Loan Document in any particular manner or order or in any particular state or county, or to apply the proceeds of any foreclosure sale or sales in any particular manner or order. The foregoing waiver includes, without limitation, any and all benefits arising under or referred to in California Civil Code Sections 2845, 2849 and 2850.

     No judgment obtained by Lender in any one or more enforcement proceedings shall merge the related Indebtedness into that judgment, and all Indebtedness which remains unpaid shall remain a continuing obligation of the Grantors. Notwithstanding any foreclosure of any Mortgage, the Grantors shall remain bound under this Agreement.

7. Application of Proceeds. Proceeds of the enforcement or foreclosure of any Mortgage shall be applied to the payment of the Total Indebtedness (including prepayment premiums) in such order as Lender may determine in Lender’s sole discretion, subject to the requirements of applicable law.

8. Adjustment of Obligations. If the Total Indebtedness of any Grantor, or any portion thereof, are subject to avoidance under any Fraudulent Transfer Law, then the Total Indebtedness of that Grantor automatically shall be limited to the largest amount that would not be subject to avoidance as a fraudulent transfer or conveyance under such Fraudulent Transfer Law.

At any time at Lender’s sole option, Lender may record among the applicable land records a complete or partial termination of this Agreement evidencing Lender’s election to treat this Agreement as null and void with respect to one or more or all of the Properties (each a “ Terminated Property ” and collectively, the “ Terminated Properties ”). Each Grantor, as applicable, at Lender’s request, must join in any such termination or partial termination, and each Grantor hereby irrevocably appoints Lender as such Grantor’s agent and attorney-in-fact to execute, deliver and record such termination or partial termination in such Grantor’s name following written notice to Grantor and Grantor’s failure to execute the same within ten (10)

business days following such notice. Following any such termination or partial termination of this Agreement, Lender may enforce the Mortgages and other Loan Documents in accordance with their respective terms as if this Agreement had never been executed and delivered as to any Terminated Properties.

9. Grantors’ Rights of Subrogation, Etc.

     (a) Until the Total Indebtedness have been paid and performed in full, and the maximum period thereafter during which any payment to Lender with respect to the Total Indebtedness could be deemed a preference under the United States Bankruptcy Code has expired, each Grantor hereby waives any right of subrogation, contribution, reimbursement or indemnity (whether contractual, statutory, equitable, under common law or otherwise) and any other rights to enforce any claims or remedies which it has now or may have in the future against any other Grantor, the Traville Borrower or any of the Properties or against any guarantor or security for the Total Indebtedness.

     (b) If a Grantor’s agreement under Subsection (a) is found by a court of competent jurisdiction to be void or voidable for any reason, any such rights a Grantor may have against another Grantor, the Traville Borrower, any Properties or any guarantor or security for the Total Indebtedness shall be subordinate to any rights Lender may have against the other Grantors, the Traville Borrower, such Properties, such guarantor or such security.

     (c) Each Grantor understands that the exercise by Lender of certain rights and remedies contained in any Mortgage may affect or eliminate any Grantor’s right of subrogation against any or all of the other Grantors and that such Grantor may therefore incur a partially or totally non-reimbursable liability under this Agreement. Nevertheless, each Grantor authorizes and empowers Lender, in Lender’s sole and absolute discretion, to exercise any right or remedy, or any combination thereof, which may then be available.

10. Subordination of Obligations Between Grantors. Any indebtedness or other obligation of a Grantor (a “ Debtor Grantor ”) held by another Grantor (a “ Creditor Grantor ”) shall be subordinate to the rights of Lender against that Debtor Grantor. If Lender so requests at a time when an Event of Default has occurred and is continuing, any Creditor Grantor shall enforce and collect any such indebtedness or other obligation as trustee for Lender and shall pay over to Lender any amount collected, on account of the Total Indebtedness of the Debtor Grantor.

11. Lender’s Rights . Each Grantor agrees that Lender may, without demand and at any time and from time to time and without the consent of, or notice to, the Grantor, without incurring responsibility to the Grantor, and without impairing or releasing the Total Indebtedness of any Grantor, upon or without any terms or conditions and in whole or in part:

     (a) change the manner, place or terms of payment, or change or extend the time of payment of, or renew, increase, accelerate or alter, any of the Indebtedness or Total Indebtedness of any of the Grantors, any security for such Indebtedness or Total Indebtedness, or any liability incurred directly or indirectly with respect to such Indebtedness or Total Indebtedness;

     (b) take and hold security for the payment of the Indebtedness or Total Indebtedness of any of the other Grantors and sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property pledged or mortgaged to secure such Indebtedness or Total Indebtedness;

     (c) exercise or refrain from exercising any rights against any Grantor, the Traville Borrower, any guarantor or any Properties;

     (d) release or substitute any one or more endorsers, guarantors, or other obligors with respect to the Indebtedness or Total Indebtedness of any of the other Grantors;

     (e) settle or compromise any of the Indebtedness or Total Indebtedness of any of the other Grantors (including but not limited to obligations under this Agreement), any security for such Indebtedness or Total Indebtedness or any liability incurred directly or indirectly with respect to such Indebtedness or Total Indebtedness, or subordinate the payment of all or any part of such Indebtedness or Total Indebtedness to the payment of any liability (whether due or not) of any other Grantor to its creditors other than Lender;

     (f) apply any sums realized to any liability or liabilities of any other Grantor, the Traville Borrower or guarantor to Lender regardless of what liability or liabilities of the Grantors, the Traville Borrower or guarantor to Lender remain unpaid; and

     (g) consent to or waive any breach by any other Grantor, the Traville Borrower or guarantor of, or any act, omission or default by any other Grantor, the Traville Borrower or guarantor under, this Agreement or any of the Loan Documents.

12. Indemnification . The Grantors, jointly and severally, for themselves, their personal representatives, successors and assigns, hereby indemnify and hold harmless Lender and each of the trustees named in the Mortgages, as applicable, and their successors in the trust and Lender and its successors in interest in each of the Mortgages and their respective controlling persons, directors, officers, agents, employees, contractors, subcontractors, and the personal representatives, successors and assigns of each of them (all hereinafter collectively referred to as the “ Indemnitees ”) of and from any and all claims, debts, demands, rights, liabilities, actions and causes of action of whatsoever kind and nature, either direct or consequential, and all costs and expenses arising out of or relating thereto (including attorneys’ fees) which any person or entity has or may have against the Indemnitees, or any of them, on account of, or because of, the failure to pay in full all transfer, mortgage, recordation, documentary, or similar taxes, if any, or any portion thereof that may be due because of the making of the Loans, execution, delivery or recordation of any of the Mortgages and this Agreement or execution or delivery of any guaranty or otherwise arising out of the loan transactions and all interest, penalties and fines that may be or may become due. The Indemnitees may, at the cost of the Grantors, defend all claims made that are or may be covered by this Agreement unless the Grantors retain counsel acceptable to the Indemnitees. This indemnification shall survive payment of each of the Loans and release of any or all of the Mortgages and this Agreement.

13. Waivers of Presentment, Marshalling, Certain Suretyship Defenses, etc.

     (a) With respect to its obligations under this Agreement, each Grantor waives presentment, demand, notice of dishonor, protest, notice of acceleration, notice of intent to demand or accelerate payment or maturity, presentment for payment, notice of nonpayment, grace, and diligence in collecting such obligations (not including, however, notices and grace periods expressly provided for in the Loan Documents).

     (b) Notwithstanding the existence of any other security interests in any Property held by Lender or by any other party, Lender shall have the right to determine in its discretion the order in which any or all of the Properties or portions of any of the Properties shall be subjected to the remedies provided in this Agreement and the Loan Documents or applicable law. Lender

shall have the right to determine in its discretion the order in which any or all portions of the Total Indebtedness are satisfied from the proceeds realized upon the exercise of such remedies. Each Grantor hereby unconditionally and irrevocably waives any and all right to require the marshalling of assets or to require that any of the Properties or portions of any of the Properties be sold in the inverse order of alienation or in parcels or as an entirety in connection with the exercise of any such remedies.

     (c) To the extent that, notwithstanding Section 2 of this Agreement or any provisions of this Agreement to the contrary, any Grantor may be deemed to be a surety or guarantor with respect to any of the Loans, then in such capacity the following provisions will apply:

          (i) The following provisions apply only to any Property located in the State of California:

               (A) Each Grantor hereby waives any and all benefits and defenses under California Civil Code Section 2810 and agrees that by doing so such Grantor shall be liable for the Loans even if one or more of the Grantors ceases to be liable therefor. Each Grantor hereby waives any and all benefits and defenses under California Civil Code Section 2809 and agrees that by doing so such Grantor’s liability may be larger in amount and more burdensome than that of any other Grantor.

               (B) Each Grantor understands that the exercise by Lender of certain rights and remedies contained in any of the Mortgages (such as a non-judicial foreclosure sale) may affect or eliminate such Grantor’s right of subrogation against another Grantor, and that such Grantor may therefore incur a partially or totally un-reimbursable liability under this Agreement. Nevertheless, each Grantor hereby authorizes and empowers Lender to exercise, in its sole and absolute discretion, any right or remedy, or any combination thereof, which may then be available, since it is the intent and purpose of such Grantor that the obligations under this Agreement shall be absolute, independent and unconditional under any and all circumstances. Each Grantor expressly waives any defense (which defense, if such Grantor had not given this waiver, such Grantor might otherwise have) to a personal judgment against such Grantor by reason of a non-judicial foreclosure of any of the Total Property. Without limiting the generality of the foregoing, such Grantor hereby expressly waives any and all benefits under (1) California Code of Civil Procedure Section 580a (which Section, if this waiver had not been given, might otherwise limit such Grantor’s liability after a nonjudicial foreclosure sale to the difference between the obligations of such Grantor under this Agreement and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (2) California Code of Civil Procedure Sections 580b and 580d (which Sections, if this waiver had not been given, might otherwise limit Lender’s right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (3) California Code of Civil Procedure Section 726 (which Section, if this waiver had not been given, among other things, might otherwise require Lender to exhaust all of its security before a personal judgment could be obtained for a deficiency). Notwithstanding any foreclos