ex1028ridgecrossmultifam






                                                                        EXHIBIT 10.28                                                    C&rti;ied to be a true and correct                                                   copy as the same appears in our                                                    files.   .  ()1   1  Prepared by, and after recording                         ' ~-4'­ return to:                                       BY-+-,,,.<--------'---r---  Jeremy M. McLean, Esquire  Troutman Sanders LLP  P.O. Box 1122  Richmond, VA23218   Source ofTitle: Deed Book LR201562, Page 17607                             MULTIFAMILY MORTGAGE,                             ASSIGNMENT OF RENTS                          AND SECURITY AGREEMENT                                    ALABAMA                                  (Revised 3-1-2014)  





 






                                             Freddie Mac Loan No. 504021389                                                             Ridge Crossings                         MULTIFAMILY MORTGAGE,                          ASSIGNMENT OF RENTS                        AND SECURITY AGREEMENT                                  ALABAMA                               (Revised 3-1-2014)   THIS MULTIFAMILY    MORTGAGE,   ASSIGNMENT   OF  RENTS  AND   SECURITY  AGREEMENT   ("Instrument") is made as of the 31st day of July, 2018, between STAR  RIDGE CROSSINGS, LLC,  a limited liability company organized and existing under the laws  of Delaware, whose address is c/o Steadfast Companies, 18100 Von Karman Avenue, Suite 500,  Irvine, California 92612, as mortgagor ("Borrower"), and PNC BANK, NATIONAL  ASSOCIATION,  a national banking association, whose address is 26901 Agoura Road, Suite  200, Calabasas Hills, California 91301, Attention: Loan Servicing Manager, as mortgagee  ("Lender"). Borrower's organizational identification number, if applicable, is 5743533.                                  RECITAL  Borrower is indebted to Lender in the principal amount of $58, I 00,000.00, as evidenced by  Borrower's Multifamily Note payable to Lender dated as of the date of this Instrument, and  maturing on August I, 2028 ("Maturity Date").                               AGREEMENT  TO SECURE TO LENDER the repayment of the Indebtedness, and all renewals, extensions and  modifications of the Indebtedness, and the performance of the covenants and agreements of  Borrower contained in the Loan Agreement or any other Loan Document, Borrower mortgages,  warrants, grants, bargains, sells, conveys and assigns to Lender and Lender's successors and  assigns, with power of sale, the Mortgaged Property, including ·the Land located in Jefferson  County, State of Alabama, and described in Exhibit A attached to this Instrument. To have and to  hold the Mortgaged Property unto Lender and Lender's successors and assigns, forever.  Borrower represents and warrants that Borrower is lawfully seized of the Mortgaged Property  and has the right, power and authority to grant, convey and assign the Mortgaged Property, and  that the Mortgaged Property is unencumbered except as shown on the schedule of exceptions to  coverage in the title policy issued to and accepted by Lender contemporaneously with the  execution and recordation of this Instrument and insuring Lender's interest in the Mortgaged  Property ("Schedule of Title Exceptions"). Borrower covenants that Borrower will warrant and  defend generally the title to the Mortgaged Property against all claims and demands, subject to  any easements and restrictions listed in the Schedule of Title Exceptions.    Alabama  Multifamily Mortgage, Assignment of Rents and Security Agreement  





 






                          UNIFORM COVENANTS                                (Revised 5-5-2017)   Covenants. In consideration of the mutual promises set forth in this Instrument, Borrower and  Lender covenant and agree as follows:   1.    Definitions. The following terms, when used in this Instrument (including when used in        the above recitals), will have the following meanings and any capitalized term not        specifically defined in this Instrument will have the meaning ascribed to that term in the        Loan Agreement:         "Attorneys' Fees and Costs" means (a) fees and out-of-pocket costs of Lender's and        Loan Servicer's attorneys, as applicable, including costs of Lender's and Loan Servicer's        in-house counsel, support staff costs, costs of preparing for litigation, computerized        research, telephone and facsimile transmission expenses, mileage, deposition costs,        postage, duplicating, process service, videotaping and similar costs and expenses;        (b) costs and fees of expert witnesses, including appraisers; (c)  investigatory fees; and (d)         the costs for any opinion required by Lender pursuant to the terms of the Loan        Documents.        "Borrower" means all Persons identified as "Borrower" in the first paragraph of this        Instrument, together with their successors and assigns.         "Business Day" means any day other than a Saturday, a Sunday or any other day on        which Lender or the national banking associations are not open for business.         "Event of Default" means the occurrence of any event described in Section 8.         "Fixtures" means all property owned by Borrower which is attached to the Land or the        Improvements so as to constitute a fixture under applicable law, including: machinery,        equipment, engines, boilers, incinerators and installed building materials; systems and        equipment for the purpose of supplying or,distributing heating, cooling, electricity, gas,        water, air or light; antennas, cable, wiring and conduits used in connection with radio,        television, security, fire prevention or fire detection or otherwise used to carry electronic        signals; telephone systems and equipment; elevators and related machinery and        equipment; fire detection, prevention and extinguishing systems and apparatus; security        and access control systems and apparatus; plumbing systems; water heaters, ranges,        stoves, microwave ovens, refrigerators, dishwashers, garbage disposers, washers, dryers        and other appliances; light fixtures, awnings; storm windows and storm doors; pictures,        screens, blinds, shades, curtains and curtain rods; mirrors; cabinets, paneling, rugs and        floor and wall coverings; fences, trees and plants; swimming pools; and exercise        equipment.        "Governmental Authority" means any board, commission, department, agency or body        of any municipal, county, state or federal governmental unit, or any subdivision of any of        them, that has or acquires jurisdiction over the Mortgaged Property, or the use, operation        or improvement of the Mortgaged Property, or over Borrower.         "Ground Lease" means the lease described in the Loan Agreement pursuant to which        Borrower leases the Land, as such lease may from time to time be amended, modified,        supplemented, renewed and extended.    Alabama   Multifamily Mortgage, Assignment of Rents and Security Agreement Pagel  





 






      "Improvements" means the buildings, structures, improvements now constructed or at        any time in the future constructed or .placed upon the Land, including any future        alterations, replacements and additions.         "Indebtedness" means the principal of, interest at the fixed or variable rate set forth in        the Note on, and all other amounts due at any time under, the Note, this Instrument or any        other Loan Document, including prepayment premiums, late charges, default interest, and        advances as provided in Section 7 to protect the security of this Instrument.         "Land" means the land described in Exhibit A.         "Leasehold Estate" means Borrower's interest in the Land and any other real property        leased by Borrower pursuant to the Ground Lease, if applicable, including all of the        following:              (a)   All rights of Borrower to renew or extend the term of the Ground Lease.               (b)   All amounts deposited by Borrower with Ground Lessor under the Ground                    Lease.              (c)   Borrower's right or privilege to terminate,  cancel, surrender, modify or                    amend the Ground Lease.              (d)   All other options, privileges and rights granted and demised to Borrower                    under the Ground Lease and all appurtenances with respect to the Ground                    Lease.         "Leases" means all present and future leases, subleases, licenses, concessions or grants or        other possessory interests now or hereafter in force, whether oral or written, covering or        affecting the Mortgaged Property, or any portion of the Mortgaged Property (including        proprietary leases or occupancy agreements if Borrower is a cooperative housing        corporation), and all modifications, extensions or renewals.         "Lender" means  the entity identified as "Lender'' in the first paragraph of this        Instrument, or any subsequent holder of the Note.         "Loan Agreement" means the Multifamily Loan and Security Agreement executed by        Borrower in favor of Lender and dated as of the date of this Instrument, as such        agreement may be amended from time to time.         "Loan Documents" means the Note, this Instrument, the Loan Agreement, all guaranties,        all indemnity agreements, all collateral agreements, UCC filings, O&M Programs, the        MMP and any other documents now or in the future executed by Borrower, any guarantor        or any other Person in connection with the loan evidenced by the Note, as such        documents may be amended from time to time.         "Loan Servicer" means the entity that from time to time is designated by Lender or its        designee to collect payments and deposits and receive Notices under the Note, this        Instrument and any other Loan Document, and otherwise to service the loan evidenced by        the Note for the benefit of Lender. Unless Borrower receives Notice to the contrary, the        Loan Servicer is the entity identified as "Lender" in the first paragraph of this Instrument.   Alabama  Multifamily Mortgage, Assignment of Rents and Security Agreement       Page3  





 






     "Mortgaged Property" means all of Borrower's present and future right, title and       interest in and to all of the following:            (a)   The Land, or, if Borrower's interest in the Land is pursuant to a Ground                  Lease, the Ground Lease and the Leasehold Estate.             (b)   The Improvements.            (c)   The Fixtures.            (d)   The Personalty.            (e)   All current and future rights, including air rights, development rights,                  zoning rights and other similar rights or interests, easements, tenements,                  rights of way, strips and gores of land, streets, alleys, roads, sewer rights,                  waters, watercourses and appurtenances related to or benefiting the Land                  or the Improvements, or both, and all rights-of-way, streets, alleys and                  roads which may have been or may in the future be vacated.             ( f)  All proceeds paid or to be paid by any insurer of the Land, the                  Improvements, the Fixtures, the Personalty or any other part of the                  Mortgaged Property, whether or not Borrower obtained the insurance                  pursuant to Lender's requirement.            (g)   All awards, payments and other compensation made or to be made by any                  municipal, state or federal authority with respect to the Land, the                  Improvements, the Fixtures, the Personalty or any other part of the                  Mortgaged Property, including any awards or settlements resulting from                  condemnation proceedings or the total or partial taking of the Land, the                  Improvements, the Fixtures, the Personalty or any other part of the                  Mortgaged Property under the power of eminent domain or otherwise and                  including any conveyance in lieu thereof.             (h)  All contracts, options and other agreements for the sale of the Land, or the                  Leasehold Estate, as applicable, the Improvements, the Fixtures, the                  Personalty or any other part of the Mortgaged Property entered into by                  Borrower now or in the future, including cash or securities deposited to                  secure performance by parties of their obligations.             (i)  All proceeds from the conversion, voluntary or involuntary, of any of the                  items described in subsections (a) through (h) inclusive into cash or                  liquidated claims, and the right to collect such proceeds.             G)   All Rents and Leases.             (k)  All earnings, royalties, accounts receivable, issues and profits from the                  Land, the Improvements or any other part of the Mortgaged Property, and                  all undisbursed proceeds of the loan secured by this Instrument.              (I)  All Imposition Reserve Deposits.   Alabama  Multifamily Mortgage, Assignment of Rents and Security Agreement Page4  





 






            (m)   All refunds or rebates of Impositions by Governmental Authority or                    insurance company (other  than refunds applicable to periods before the                    real property tax year in which this Instrument is dated).               (n)   All tenant security deposits which have not been forfeited by any tenant                    under any Lease and any bond or other security in lieu of such deposits.               ( o)  All names under or by which any of the above Mortgaged Property may                    be operated or known, and all trademarks, trade names, and goodwill                    relating to any of the Mortgaged Property.               (p)   If required by the terms of Section 4.05 of the Loan Agreement, all rights                    under the Letter of Credit and the Proceeds, as such Proceeds may                    increase or decrease from time to time.               ( q)  If the Note provides for interest to accrue at a floating or variable rate and                    there is a Cap Agreement, the Cap Collateral.         "Note" means the Multifamily Note or Notes (including any Amended and Restated        Note(s), Consolidated, Amended and Restated Note(s), or Extended and Restated        Note(s)) executed by Borrower in favor of Lender and dated as of the date of this        Instrument, including all schedules, riders, allonges and addenda, as such Multifamily        Note(s) may be amended, modified and/or restated from time to time.         "Notice" or "Notices" means all notices, demands and other communication required        under the Loan  Documents,  provided in accordance with the requirements of        Section 11.03 of the Loan Agreement.         "Person" means any natural person, sole proprietorship, corporation, general partnership,        limited partnership, limited liability company, limited liability partnership, limited        liability limited partnership, joint venture, association, joint stock company, bank, trust,        estate, unincorporated organization, any federal, state, county or municipal government        ( or any agency or political subdivision thereof), endowment fund or any other form of        entity.         "Personalty" means all of the following:         (a)   Accounts (including deposit accounts) of Borrower related to the Mortgaged              Property.         (b)   Equipment and inventory owned by Borrower, which are used now or in the              future in connection with the ownership, management or operation of the Land or              Improvements or are located on the Land or Improvements, including furniture,              furnishings, machinery, building materials, goods, supplies, tools, books, records              (whether in written or electronic form) and computer equipment (hardware and              software).         (c)   Other tangible personal property owned by Borrower which is used now or in the              future in connection with the ownership, management or operation of the Land or              Improvements or is located on the Land or in the Improvements, including ranges,              stoves, microwave ovens, refrigerators, dishwashers, garbage disposers, washers,              dryers and other appliances (other than Fixtures).   Alabama  Multifamily Mortgage, Assignment of Rents and Security Agreement       Pages  





 






      (d)   Any operating agreements relating to the Land or the Improvements.         (e)   Any surveys, plans and specifications and contracts for architectural, engineering              and construction services relating to the Land or the Improvements.         (t)   All other intangible property, general intangibles and rights relating to the              operation of, or used in connection with, the Land or the Improvements, including              all governmental permits relating to any activities on the Land and including              subsidy or similar payments received from any sources, including a Governmental              Authority.         (g)   Any rights of Borrower in or under letters of credit.        "Property Jurisdiction" means the jurisdiction in which the Land is located.         "Rents" means all rents (whether from residential or non-residential space), revenues and        other income of the Land or the Improvements, parking fees, laundry and vending        machine income and fees and charges for food, health care and other services provided at        the Mortgaged Property, whether now due, past due or to become due, and deposits        forfeited by tenants, and, if Borrower is a cooperative housing corporation or association,        maintenance fees, charges or assessments payable by shareholders or residents under        proprietary leases or occupancy agreements, whether now due, past due, or to become        due.        "Taxes" means all taxes, assessments, vault rentals and other charges, if any, whether        general, special or otherwise, including all assessments for schools, public betterments        and general or local improvements, which are levied, assessed or imposed by any public        authority or quasi-public authority, and which, if not paid, will become a Lien on the        Land or the Improvements.   2.    Uniform Commercial Code Security Agreement.         (a)   This Instrument is also a security agreement under the Uniform Commercial Code              for any of the Mortgaged Property which, under applicable law, maybe subjected              to a security interest under the Uniform Commercial Code, for the purpose of              securing Borrower's obligations under this Instrument and to further secure              Borrower's obligations under the Note, this Instrument and other Loan              Documents, whether such Mortgaged Property is owned now or acquired in the              future, and all products and cash and non-cash  proceeds thereof ( collectively,              "UCC  Collateral"), and by this Instrument, Borrower grants to Lender a security              interest in the UCC Collateral. To the extent necessary under applicable law,              Borrower hereby authorizes Lender to prepare and file financing statements,              continuation statements and financing statement amendments in such form as              Lender may require to perfect or continue the perfection of this security interest.         (b)   Unless Borrower gives Notice to Lender within 30 days after the occurrence of              any of the following, and executes and delivers to Lender modifications or              supplements of this Instrument ( and any financing statement which may be filed              in connection with this Instrument) as Lender may require, Borrower will not              (i) change its name, identity, structure or jurisdiction of organization; (ii) change              the location of its place of business (or  chief executive office if more than one   Alabama  Multifamily Mortgage, Assignment of Rents and Security Agreement       Page 6  





 






                      place of business); or (iii) add to or change any location at which any of the                        Mortgaged Property is stored, held or located.                    (c)  If an Event of Default has occurred and is continuing, Lender will have the                        remedies of a secured party under the Uniform Commercial Code, in addition to                        all remedies provided by this Instrument or existing under applicable law. In                        exercising any remedies, Lender may exercise its remedies against the UCC                         Collateral separately or together, and in any order, without in any way affecting                        the availability of Lender's other remedies.                   (d)  This Instrument also constitutes a financing statement with respect to any part of                        the Mortgaged Property that is or may become a Fixture, if permitted by                         applicable law.              3.   Assignment of Rents; Appointment of Receiver; Lender in Possession.                   (a)   As part of the consideration for the Indebtedness, Borrower absolutely and                        unconditionally assigns and transfers to Lender all Rents.                         (i)  It is the intention of Borrower to establish a present, absolute and                              irrevocable transfer and assignment to Lender of all Rents and to authorize                              and empower Lender to collect and receive all Rents without the necessity                              of further action on the part of Borrower.                         (ii) Promptly upon request by Lender, Borrower agrees to execute and deliver                              such further assignments as Lender may from time to time require.                              Borrower and Lender intend this assignment of Rents to be immediately                              effective and to constitute an absolute present assignment and not an                              assignment for additional security only.                         (iii) For purposes of giving effect to this absolute assignment of Rents, and for                              no other purpose, Rents will not be deemed to be a part of the Mortgaged                              Property. However, if this present, absolute and unconditional assignment                              of Rents is not enforceable by its terms under the laws of the Property                              Jurisdiction, then the Rents will be included as a part of the Mortgaged                              Property and it is the intention of Borrower that in this circumstance this                              Instrument create and perfect a Lien on Rents in favor of Lender, which                              Lien will be effective as of the date of this Instrument.                    (b)   (i)  Until the occurrence of an Event of Default, Lender hereby grants to                              Borrower a revocable license to collect and receive all Rents, to hold all                              Rents in trust for the benefit of Lender and to apply all Rents to pay the                              installments of interest and principal then due and payable under the Note                              and the other amounts then due and payable under the other Loan                              Documents, including Imposition Reserve Deposits, and to pay the current                              costs and expenses of managing, operating and maintaining the Mortgaged                              Property, including utilities, Taxes and insurance premiums (to the extent                              not included in Imposition Reserve  Deposits), tenant improvements and                              other capital expenditures.                         (ii) So long as no Event of Default has occurred and is continuing, the Rents                              remaining after application pursuant to the preceding sentence may be               Alabama              Multifamily Mortgage, Assignment of Rents and Security Agreement Page7  L!  __   





 






                retained by Borrower free and clear of, and released from, Lender's rights                  with respect to Rents under this Instrument.            (iii) After the occurrence of an Event of Default, and during the continuance of                  such Event of Default, Borrower authorizes Lender to collect, sue for and                  compromise Rents and directs each tenant of the Mortgaged Property to                  pay all Rents to, or as directed by, Lender. From and after the occurrence                  of an Event of Default, and during the continuance of such Event of                  Default, and without the necessity of Lender entering upon and taking and                  maintaining control of the Mortgaged Property directly, or by a receiver,                  Borrower's license to collect Rents will automatically terminate and                  Lender will without Notice be entitled to all Rents as they become due and                  payable, including Rents then due and unpaid. Borrower will pay to                  Lender upon demand all Rents to which Lender is entitled.            (iv)  At any time on or after the date of Lender's demand for Rents, Lender                  may give, and Borrower hereby irrevocably authorizes Lender to give,                  notice to all tenants of the Mortgaged Property instructing them to pay all                  Rents to Lender. No tenant will be obligated to inquire further as to the                  occurrence or continuance of an Event of Default. No tenant will be                  obligated to pay to Borrower any amounts which are actually paid to                  Lender in response to such a notice. Any such notice by Lender will be                  delivered to each tenant personally, by mail or by delivering such demand                  to each rental unit. Borrower will not interfere with and will cooperate                  with Lender's collection of such Rents.       (c)  If an Event of Default has occurred and is continuing, then Lender will have each            of the following rights and may take any of the following actions:            (i)   Lender may, regardless of the adequacy of Lender's security or the                  solvency of Borrower and even in the absence of waste, enter upon and                  take and maintain full control of the Mortgaged Property in order to                  perform all acts that Lender in its discretion determines to be.necessary or                  desirable for the operation and maintenance of the Mortgaged Property,                  including the execution, cancellation or modification of Leases, the                  collection of all Rents, the making of Repairs to the Mortgaged Property                  and the execution or termination of contracts providing for the                  management, operation or maintenance of the Mortgaged Property, for the                  purposes of enforcing the assignment of Rents pursuant to Section 3(a),                  protecting the Mortgaged Property or the security of this Instrument, or for                  such other purposes as Lender in its discretion may deem necessary or                  desirable.             (ii) Alternatively, if an Event of Default has occurred and is continuing,                  regardless of the adequacy of Lender's security, without regard to                  Borrower's solvency and without the necessity of giving prior notice (oral                  or written) to Borrower, Lender may apply to any court having jurisdiction                  for the appointment of a receiver for the Mortgaged Property to take any                  or all of the actions set forth in the preceding sentence. If Lender elects to                  seek the appointment of a receiver for the Mortgaged Property at any time                  after an Event of Default has occurred and is continuing, Borrower, by its                  execution of this Instrument, expressly consents to the appointment of   Alabama  Multifamily Mortgage, Assignment of Rents and Security Agreement Pages  





 






                  such receiver, including the appointment of a receiver ex parte if permitted                    by applicable law.               (iii) If Borrower is a housing cooperative corporation or association, Borrower                    hereby agrees that if a receiver is appointed, the order appointing the                    receiver may contain a provision requiring the receiver to pay the                    installments of interest and principal then due and payable under the Note                    and the other amounts then due and payable under the other Loan                    Documents,  including Imposition Reserve  Deposits, it being                    acknowledged and agreed that the Indebtedness is an obligation of                    Borrower and must be paid out of maintenance charges payable by                    Borrower's tenant shareholders under their proprietary leases or                    occupancy agreements.               (iv)  Lender or the receiver, as the case may be, will be entitled to receive a                    reasonable fee for managing the Mortgaged Property.               (v)   Immediately upon appointment of a receiver or immediately upon                    Lender's entering upon and taking possession and control of the                    Mortgaged Property, Borrower will surrender possession of the Mortgaged                    Property to Lender or the receiver, as the case may be, and will deliver to                    Lender or the receiver, as the case may be, all documents, records                    (including records on electronic or magnetic media), accounts, surveys,                    plans, and specifications relating to the Mortgaged Property and all                    security deposits and prepaid Rents.               (vi)  If Lender takes possession and control of the Mortgaged Property, then                    Lender may exclude Borrower and its representatives from the Mortgaged                    Property.               Borrower acknowledges and agrees that the exercise by Lender of any of the              rights conferred under this Section 3 will not be construed to make Lender a              mortgagee-in-possession of the Mortgaged Property so long as Lender has not              itself entered into actual possession of the Land and Improvements.         (d)   If Lender enters the Mortgaged Property, Lender will be liable to account only to              Borrower and only for those Rents actually received. Except to the extent of              Lender's gross negligence or willful misconduct, Lender will not be liable to              Borrower, anyone claiming under or through Borrower or anyone having an              interest in the Mortgaged Property, by reason of any act or omission of Lender              under Section 3(c  ), and Borrower hereby releases and discharges Lender from any              such liability to the fullest extent permitted by law.         (e)   If the Rents are not sufficient to meet the costs of taking control of and managing              the Mortgaged Property and collecting the Rents, any funds expended by Lender              for such purposes will become an additional part of the Indebtedness as provided              in Section 7.         (±)   Any entering upon and taking of control of the Mortgaged Property by Lender or              the receiver, as the case may be, and any application of Rents as provided in this              Instrument will not cure or waive any Event of Default or invalidate any other              right or remedy of Lender under applicable law or provided for in this Instrument.   Alabama  Multifamily Mortgage, Assignment of Rents and Security Agreement       Page9  





 






4.    Assignment of Leases; Leases Affecting the Mortgaged Property.        (a)   As  part of the consideration for the Indebtedness, Borrower absolutely and              unconditionally assigns and transfers to Lender all of Borrower's right, title and               interest in, to and under the Leases, including Borrower's right, power and               authority to modify the terms of any such Lease, or extend or terminate any such               Lease.               (i)   It is the intention of Borrower to establish a present, absolute and                     irrevocable transfer and assignment to Lender of all of Borrower's right,                     title and interest in, to and under the Leases. Borrower and Lender intend                     this assignment of the Leases to be immediately effective and to constitute                     an absolute present assignment and not an assignment for additional                     security only.               (ii)  For purposes of giving effect to this absolute assignment of the Leases,                     and for no other purpose, the Leases will not be deemed to be a part of the                     Mortgaged Property.                (iii) However, if this present, absolute and unconditional assignment of the                     Leases is not enforceable by its terms under the laws of the Property                     Jurisdiction, then the Leases will be included as a part of the Mortgaged                     Property and it is the intention of Borrower that in this circumstance this                     Instrument create and perfect a Lien on the Leases in favor of Lender,                     which Lien will be effective as of the date of this Instrument.          (b)   Until Lender gives Notice to Borrower of Lender's exercise of its rights under this               Section 4, Borrower will have all rights, power and authority granted to Borrower               under any Lease ( except as otherwise limited by this Section or any other               provision of this Instrument), including the right, power and authority to modify               the terms of any Lease or extend or terminate any Lease. Upon the occurrence of               an Event of Default, and during the continuance of such Event of Default, the               permission given to Borrower pursuant to the preceding sentence to exercise all               rights, power and authority under Leases will automatically terminate. Borrower               will comply with and observe Borrower's obligations under all Leases, including               Borrower's obligations pertaining to the maintenance and disposition of tenant               security deposits.          (c)   (i)   Borrower acknowledges and agrees that the exercise by Lender, either                     directly or by a receiver, of any of the rights conferred under this Section 4                     will not be construed to make Lender a mortgagee-in-possession of the                     Mortgaged Property so long as Lender has not itself entered into actual                     possession of the Land and the Improvements.               (ii)  The acceptance by Lender of the assignment of the Leases pursuant to                     Section 4(a) will not at any time or in any event obligate Lender to take                     any action under this Instrument or to expend any money or to incur any                     expenses.               (iii) Except to the extent of Lender's gross negligence or willful misconduct,                     Lender will not be liable in any way for any injury or damage to person or    Alabama   Multifamily Mortgage, Assignment of Rents and Security Agreement       Page 10  





 






                property sustained by any Person or Persons in or  about the Mortgaged                  Property.            (iv)  Prior to Lender's actual entry into and taking possession of the Mortgaged                  Property, Lender will not be obligated for any of the following:                 (A)   Lender will not be obligated to perform any of the terms,                       covenants and conditions contained in any Lease (or  otherwise                       have any obligation with respect to any Lease).                 (B)   Lender will not be obligated to appear in or defend any action or                       proceeding relating to the Lease or the Mortgaged Property.                 (C)   Lender will not be responsible for the operation, control, care,                       management or repair of the Mortgaged Property or any portion of                       the Mortgaged Property. The execution of this Instrument by                       Borrower will constitute conclusive evidence that all responsibility                       for the operation, control, care, management and repair of the                       Mortgaged Property is and will be that of Borrower, prior to such                       actual entry and taking of possession.        (d)  Upon delivery of Notice by Lender to Borrower of Lender's exercise of Lender's            rights under this Section 4 at any time after the occurrence of an Event of Default,            and during the continuance of such Event of Default, and without the necessity of            Lender entering upon and taking and maintaining control of the Mortgaged            Property directly, by a receiver, or by any other manner or proceeding permitted            by the laws of the Property Jurisdiction, Lender immediately will have all rights,            powers and authority granted to Borrower under any Lease, including the right,            power and authority to modify the terms of any such Lease, or extend or terminate             any such Lease.        (e)  Borrower will, promptly upon Lender's request, deliver to Lender an executed             copy of each residential Lease then in effect.        (±)   If Borrower is a cooperative housing corporation or association, notwithstanding             anything to the contrary contained in this Instrument, so long as Borrower            remains a cooperative housing corporation or association and is not in breach of             any covenant of this Instrument, Lender consents to the following:             (i)  Borrower may execute leases of apartments for a term in excess of 2 years                  to a tenant shareholder of Borrower, so long as such leases, including                  proprietary leases, are and will remain subordinate to the Lien of this                  Instrument.             (ii) Borrower may surrender or terminate such leases of apartments where the                  surrendered or terminated lease is immediately replaced or where                  Borrower makes its best efforts to secure such immediate replacement by                  a newly-executed lease of the same apartment to a tenant shareholder of                  Borrower. However, no consent is given by Lender to any execution,                  surrender, termination or assignment of a lease under terms that would                  waive or reduce the obligation of the resulting tenant shareholder under                  such lease to pay cooperative  assessments in full when due or the   Alabama  Multifamily Mortgage, Assignment of Rents and Security Agreement Page 11  





 






                  obligation of the former tenant shareholder to pay any unpaid portion of                    such assessments.  5.    Prepayment Premium. Borrower will be required to pay a prepayment premium in        connection with certain prepayments of the Indebtedness, including a payment made after        Lender's exercise of any right of acceleration of the Indebtedness, as provided in the        Note.  6.    Application of Payments. If at any time Lender receives, from Borrower or otherwise,        any amount applicable to the Indebtedness which is less than all amounts due and payable        at such time, then Lender may apply that payment to amounts then due and payable in        any manner and in any order determined by Lender, in Lender's discretion. Neither        Lender's acceptance of an amount that is less than all amounts then due and payable nor        Lender's application of such payment in the manner authorized will constitute or be        deemed to constitute either a waiver of the unpaid amounts or an accord and satisfaction.        Notwithstanding the application of any such amount to the Indebtedness, Borrower's        obligations under this Instrument, the Note and all other Loan Documents will remain        unchanged.  7.    Protection of Lender's Security; Instrument Secures Future Advances.        (a)   If Borrower fails to perform any of its obligations under this Instrument or any              other Loan Document, or if any action or proceeding is commenced which              purports to affect the Mortgaged Property, Lender's security or Lender's rights              under this Instrument, including eminent domain, insolvency, code enforcement,              civil or criminal forfeiture, enforcement of Hazardous Materials Laws, fraudulent              conveyance or reorganizations or proceedings involving a bankrupt or decedent,              then Lender at Lender's option may make such appearances, file such documents,              disburse such sums and take such actions as Lender reasonably deems necessary              to perform such obligations of Borrower and to protect Lender's interest,              including all of the following:              (i)   Lender may pay Attorneys' Fees and Costs.              (ii)  Lender may  pay fees and  out-of-pocket expenses of accountants,                    inspectors and consultants.              (iii) Lender may enter upon the Mortgaged Property to make Repairs or secure                    the Mortgaged Property.              (iv)  Lender may procure the Insurance required by the Loan Agreement.              (v)   Lender may pay any amounts which Borrower has failed to pay under the                    Loan Agreement.              (vi)  Lender may perform any of Borrower's obligations under the Loan                    Agreement.              (vii) Lender may make advances to pay, satisfy or discharge any obligation of                    Borrower for the payment of money that is secured by a Prior Lien.    Alabama  Multifamily Mortgage, Assignment of Rents and Security Agreement       Page 12  





 






     (b)  Any  amounts disbursed by Lender under this Section 7, or under any other            provision of this Instrument that treats such disbursement as being made under            this Section 7, will be secured by this Instrument, will be added to, and become            part of, the principal component of the Indebtedness, will be immediately due and            payable and will bear interest from the date of disbursement until paid at the             Default Rate.                                    ·       (c)  Nothing in this Section 7 will require Lender to incur any expense or take any             action.  8.   Events of Default. An Event of Default under the Loan Agreement will constitute an       Event of Default under this Instrument.  9.   Remedies Cumulative. Each right and remedy provided in this Instrument is distinct       from all other rights or remedies under this Instrument, the Loan Agreement or any other       Loan Document or afforded by applicable law or equity, and each will be cumulative and       may be exercised concurrently, independently or successively, in any order. Lender's       exercise of any particular right or remedy will not in any way prevent Lender from       exercising any other right or remedy available to Lender. Lender may exercise any such       remedies from time to time and as often as Lender chooses.  10.  Waiver of Statute of Limitations, Offsets, and Counterclaims. Borrower waives the       right to assert any statute of limitations as a bar to the enforcement of the Lien of this       Instrument or to any action brought to enforce any Loan Document. Borrower hereby       waives the right to assert a counterclaim, other than a compulsory counterclaim, in any       action or proceeding brought against it by Lender or otherwise to offset any obligations to       make the payments required by the Loan Documents. No failure by Lender to perform       any of its obligations under this Instrument will be a valid defense to, or result in any       offset against, any payments that Borrower is obligated to make under any of the Loan       Documents.  11.  Waiver of Marshalling.       (a)   Notwithstanding the existence of any other security interests in the Mortgaged             Property held by Lender or by any other party, Lender will have the right to             determine the order in which any or all of the Mortgaged Property will be             subjected to the remedies provided in this Instrument, the Note, the Loan             Agreement or any other Loan Document or applicable law. Lender will have the             right to determine the order in which any or all portions of the Indebtedness are             satisfied from the proceeds realized upon the exercise of such remedies.       (b)   Borrower and any party who now or in the future acquires a security interest in             the Mortgaged Property and who has actual or constructive notice of this             Instrument waives any and all right to require the marshalling of assets or to             require that any of the Mortgaged Property be sold in the inverse order of             alienation or that any of the Mortgaged Property be sold in parcels or as an             entirety in connection with the exercise of any of the remedies permitted by             applicable law or provided in this Instrument.   12.  Further Assurances; Lender's Expenses.    Alabama  Multifamily Mortgage, Assignment of Rents and Security Agreement Page 13  





 






     (a)  Borrower will deliver, at its  sole cost and expense, all further acts, deeds,            conveyances, assignments, estoppel certificates, financing statements or            amendments, transfers and assurances as Lender may require from time to time in            order to better assure, grant and convey to Lender the rights intended to be            granted, now or in the future, to Lender under this Instrument and the Loan            Documents or in connection with Lender's consent rights under Article VII of the -           Loan Agreement.       (b)  Borrower acknowledges and agrees that, in connection with each request by            Borrower under this Instrument or any Loan Document, Borrower will pay all            reasonable Attorneys' Fees and Costs and expenses incurred by Lender, including            any fees payable in accordance with any request for further assurances or an            estoppel certificate pursuant to the Loan Agreement, regardless of whether the            matter is approved, denied or withdrawn. Any amounts payable by Borrower            under this Instrument or under any other Loan Document will be deemed a part of            the Indebtedness, will be secured by this Instrument and will bear interest at the            Default Rate if not fully paid within 10 days of written demand for payment.  13.  Governing Law; Consent to Jurisdiction and Venue. This Instrument, and any Loan       Document which does not itself expressly identify the law that is to apply to it, will be       governed by the laws of the Property Jurisdiction. Borrower agrees that any controversy       arising under or in relation to the Note, this Instrument or any other Loan Document may       be litigated in the Property Jurisdiction. The state and federal courts and authorities with       jurisdiction in the Property Jurisdiction will have jurisdiction over all controversies that       may arise under or in relation to the Note, any security for the Indebtedness or any other       Loan Document. Borrower irrevocably consents to service, jurisdiction and venue of such       courts for any such litigation and waives any other venue to which it might be entitled by       virtue of domicile, habitual residence or otherwise. However, nothing in this Section 13 is       intended to limit Lender's right to bring any suit, action or proceeding relating to matters       under this Instrument in any court of any other jurisdiction.  14.  Notice. All Notices, demands and other communications under or concerning this       Instrument will be governed by the terms set forth in the Loan Agreement.  15.  Successors and Assigns Bound. This Instrument will bind the respective successors and       assigns of Borrower and Lender, and the rights granted by this Instrument will inure to       Lender's successors and assigns.  16.  Joint and Several Liability. If more than one Person signs this Instrument as Borrower,       the obligations of such Persons will be joint and several.   17.  Relationship of Parties; No Third Party Beneficiary.       (a)  The relationship between Lender and Borrower will be solely that of creditor and             debtor, respectively, and nothing contained in this Instrument will create any             other relationship between Lender and Borrower. Nothing contained in this             Instrument will constitute Lender as a joint venturer, partner or agent of             Borrower, or render Lender liable for any debts, obligations, acts, omissions,             representations or contracts of Borrower.       (b)  No  creditor of any party to this Instrument and no other Person will be a third             party beneficiary of this Instrument or any other Loan Document. Without   Alabama  Multifamily Mortgage, Assignment of Rents and Security Agreement Page 14  





 






            limiting the generality of the preceding sentence, (i) any arrangement ("Servicing              Arrangement") between Lender and any Loan Servicer for loss sharing or              interim advancement of funds will constitute a contractual obligation of such              Loan Servicer that is independent of the obligation of Borrower for the payment              of the Indebtedness, (ii) Borrower will not be a third party beneficiary of any              Servicing Arrangement, and (iii) no payment by the Loan Servicer under any              Servicing Arrangement will reduce the amount of the Indebtedness.   18.   Severability; Amendments.         (a)   The invalidity or unenforceability of any provision of this Instrument will not              affect the validity or enforceability of any other provision, and all other provisions              will remain in full force and effect. This Instrument contains the entire agreement              among the parties as to the rights granted and the obligations assumed in this              Instrument.         (b)   This Instrument may not be amended or modified except by a writing signed by              the party against whom enforcement is sought; provided, however, that in the              event of a Transfer prohibited by or requiring Lender's approval under Article VII              of the Loan Agreement, some or all of the modifications to the Loan Documents              (if any) may be modified or rendered void by Lender at Lender's option by Notice              to Borrower and the transferee(s).   19.   Construction.        (a)   The captions and headings of the Sections of this Instrument are for convenience              only and will be disregarded in construing this Instrument. Any reference in this              Instrument to a "Section" will, unless otherwise explicitly provided, be construed              as referring to a Section of this Instrument.         (b)   Any reference in this Instrument to a statute or regulation will be construed as              referring to that statute or regulation as amended from time to time.         (c)  · Use of the singular in this Instrument includes the plural and use of the plural              includes the singular.        ( d)  As used in this Instrument, the term "including" means "including, but not limited              to" and the term "includes" means "includes without limitation."         (e)   The use of one gender includes the other gender, as the context may require.         (f)   Unless the context requires otherwise any definition of or reference to any              agreement, instrument or other document in this Instrument will be construed as              referring to such agreement, instrument or other document as from time to time              amended, supplemented or otherwise modified (subject to any restrictions on such              amendments, supplements or modifications set forth in this Instrument).         (g)   Any reference in this Instrument to any person will be construed to include such              person's successors and assigns.   20.   Subrogation. If, and to the extent that, the proceeds of the loan evidenced by the Note, or        subsequent advances under Section 7, are used to pay, satisfy or discharge a Prior Lien,   Alabama  Multifamily Mortgage, Assignment of Rents and Security Agreement       Page 15  





 






     such loan proceeds or advances will be deemed to have been advanced by Lender at       Borrower's request, and Lender will automatically, and without further action on its part,       be subrogated to the rights, including Lien priority, of the owner or holder of the       obligation secured by the Prior Lien, whether or not the Prior Lien is released.   21-30. Reserved.   31.  Acceleration; Remedies.       (a)  At any time during the existence of an Event of Default, Lender, at Lender's            option, may declare the Indebtedness to be immediately due and payable without            further demand, and may invoke the power of sale and any one or more other            remedies permitted by applicable law or provided in this Instrument, the Loan            Agreement or in any other Loan Document. Borrower acknowledges that the            power of sale granted in this Instrument may be exercised by Lender without prior            judicial hearing. Lender will be entitled to collect all costs and expenses incurred            in pursuing such remedies, including Attorneys' Fees and Costs and costs of             documentary evidence, abstracts and title reports.        (b)   If Lender invokes the power of sale, Lender will mail a copy of a notice of sale to             Borrower in the manner provided in Section 11.03 of the Loan Agreement.             Lender will give notice by publication once a week for three consecutive weeks of             the time, place and terms of such sale, together with a description of the             Mortgaged Property to be sold, in a newspaper published in the county or counties             in which the Land to be sold is located, and thereupon will sell the Mortgaged             Property (or  such part or parts thereof as the Lender may from time to time elect             to sell) to the highest bidder at public auction at the front door of the County             Courthouse of the county in which the Land to be sold, or a substantial and             material part thereof is located. The sale will be held between the hours of 11 :00             a.m. and 4:00 p.m. on the day designated for the exercise of the power of sale             hereunder. Lender may sell the Mortgaged Property in one or more parcels and in             such order as Lender may determine. Lender may postpone sale of all or any             parcel of the Mortgaged Property by public announcement at the time and place             of any previously scheduled sale and by re-publication of notice announcing the             new sale date. Lender or Lender's designee may purchase the Mortgaged Property             at any sale.       (c)   Lender will deliver to the purchaser Lender's deed conveying the Mortgaged             Property so sold without any covenant or warranty, express or implied. The             recitals in Lender's deed will be prima facie evidence of the truth of the             statements made in those recitals. Borrower covenants and agrees that the             proceeds of any sale will be applied in the following order or as otherwise             prescribed by law: (i) to all costs and expenses of the sale, including Attorneys'             Fees and Costs; (ii) to the Indebtedness in such order as Lender, in Lender's             discretion, directs; and (iii) the excess, if any, to the person or persons legally             entitled to it, after deducting therefrom the costs of ascertaining their identity.  32.  Defeasance. Upon payment of the Indebtedness, this Instrument will become null and       void upon the filing by the Lender of a written instrument of termination. Borrower will       pay Lender's reasonable costs incurred in releasing this Instrument.    Alabama  Multifamily Mortgage, Assignment of Rents and Security Agreement Page 16  





 






33.   Waiver of Exemptions. Borrower waives all rights of exemptions as to personal        property. If Borrower is an individual, Borrower represents and warrants to Lender that        the Mortgaged Property is not the homestead of Borrower or Borrower's spouse.   34.   WAIVER OF TRIAL BY JURY.        (a)   BORROWER     AND  LENDER   EACH   COVENANTS    AND  AGREES    NOT              TO  ELECT   A  TRIAL  BY  JURY   WITH   RESPECT   TO  ANY   ISSUE              ARISING   OUT  OF  THIS   INSTRUMENT     OR  THE  RELATIONSHIP              BETWEEN    THE  PARTIES   AS BORROWER      AND  LENDER   THAT   IS              TRIABLE OF RIGHT BY A JURY.         (b)   BORROWER     AND  LENDER   EACH   WAIVES   ANY  RIGHT   TO TRIAL              BY JURY  WITH   RESPECT   TO  SUCH  ISSUE TO  THE  EXTENT   THAT              ANY  SUCH RIGHT   EXISTS NOW OR IN THE     FUTURE. THIS  WAIYER                 OF RIGHT   TO  TRIAL  BY  JURY  IS SEPARATELY    GIVEN  BY  EACH              PARTY,  KNOWINGLY     AND  VOLUNTARILY    WITH   THE  BENEFIT  OF              COMPETENT LEGAL COUNSEL.   35.   Attached Riders. The following Riders are attached to this Instrument:         [}[]    Rider to Multifamily Security Instrument - Trade Names   36.   Attached Exhibits. The following Exhibits, if marked with an "X" in the space provided,        are attached to this Instrument:        CK]     Exhibit A    Description of the Land (required)        D       Exhibit B    Modifications to Instrument        D       Exhibit C    Ground Lease Description (if applicable)   IN WITNESS WHEREOF, Borrower has signed and delivered this Instrument under seal or has  caused this Instrument to be signed and delivered under seal by its duly authorized  representative. Borrower intends that this Instrument will be deemed to be signed and delivered  as a sealed instrument.               REMAINDER OF PAGE INTENTIONALLY LEFT BLANK    Alabama  Multifamily Mortgage, Assignment of Rents and Security Agreement       Page 17  





 






                                   BORROWER:                                      STAR RIDGE CROSSINGS, LLC, a Delaware                                        limited liability company                                     By: Steadfast Apartment Advisor, LLC, a                                         Delaware limited liability company, its                                         Manager                                          By:                                             Ella S. Neyland'­                                            President    A notary public or other officer completing this   certificate verifies only the identity of the   individual who signed the document to which this   certificate is attached, and not the truthfulness,   accuracy, or validity of that document.     STATE OF  California    ---'O'--'r-'-an_g"e'---------County ss:        I, the undersigned, a Notary Public in and for said County in said State, hereby certify   that Ella S. Neyland, whose name as President of Steadfast Apartment Advisor, LLC, a Delaware   limited liability company, acting as manager of ST AR Ridge Crossings, LLC, a Delaware   limited liability company, is signed to the foregoing instrument, and who  is known to me,   acknowledged before me on this day, that being informed of the contents of said instrument, she   as such President and with full authority, executed the same voluntarily for and as the act of said   Steadfast Apartment Advisor, LLC, acting in its capacity as manager of said ST AR Ridge   Crossings, LLC.           Given under my hand this the -11th.. day of~Jul=y___ ~,  2018.   (SEAL)     My commission expires: 10/04/2018                   LAURIE SANDERS I                COMM. #2084867 z                Notary Public - California ~                   Orange County -             M Comm. Expires Oct. 4, 2018    Alabama   Multifamily Mortgage, Assignment of Rents and Security Agreement    Page S-1  





 






             CALIFORNIA ALL PURPOSE ACKNOWLEDGMENT   A notary public or other officer completing this certificate verifies only the identity  of the individual who signed the document to which this certificate is attached, and  not the truthfulness, accuracy, or validity of that document.   State of CALIFORNIA     )                           ss  County of Orange        )   On July 17, 2018, before me, Laurie Sanders, Notary Public, personally appeared Ella S.  Neyland, who proved to me on the basis of satisfactory evidence to be the person whose  name is subscribed to the within instrument and acknowledged to me that she executed  the same in her authorized capacity, and that by her signature on the instrument the  person or the entity upon behalf of which the person acted, executed the instrument.         I certify under PENALTY OF PERJURY under the laws of the State of California  that the foregoing paragraph is true and correct.                                             WITNESS my hand and official seal.                  LAURIE SANDERS [                 COMM. #2084867 z                Notary Public - California ~                   Orange County -              M Comm. Expires Oct. 4, 2018  





 






             RIDER TO MULTIFAMILY SECURITY INSTRUMENT                                TRADE NAMES                                (Revised 3-1-2014)   The following changes are made to the Instrument which precedes this Rider:    A.   Subsection (o)  of the definition of Mortgaged Property in Section 1 is restated as follows:               (o)  All names under or by which any of the above Mortgaged Property may                   be operated or known, and all trademarks, trade names, and goodwill                   relating to any of the Mortgaged Property; provided however, that the                   names- "SIR",  "STAR",  and "Steadfast" and/or associated trademark                   rights  are not assigned to Lender, subject to Section 6.30 of the Loan                   Agreement.     Rider to Multifamily Security Instrumeut   Trade Names  





 






                                  EXHIBIT A                             DESCRIPTION OF THE LAND                                   Ridge Crossings  A parcel ofland situated in the NE 1/4 of the NW 1/4 and the SW 1/4 of the NE 1/4 of Section  27, and in the NE 1/4 and the SE 1/4 of the NW 1/4 of Section 27, Township 19 South, Range 3  West, Jefferson County, Alabama, Bessemer Division and being more particularly described as  follows:  Begin at a point on the North line of said Section 27, and at the intersection of the West right of  way line of Scenic View Drive, said point being 1375.73 feet West of the NE corner of said   Section 27, Township 19 South, Range 3 West, as measured along said section line on a bearing  of South 88 degrees, 54 minutes, 54 seconds East, said point also being 1266.93 feet East of the  NW corner of the NW 1/4 of the NE 1/4 of said Section 27 as measured along said section line on  a bearing of South 88 degrees, 54 minutes, 54 seconds East, said point being on a curve to the left,  said curve subtending a central angle of 56 degrees, 52 minutes, 19 seconds measure (56  degrees  32 minutes 47 seconds map) a radius of 197.55 feet and a chord bearing of South 35 degrees, 03  minutes, 19 seconds East; thence run Southeasterly along the arc of said curve and along said   Scenic View Drive's West right of way line for 196.09 measure (194.97 feet map) feet to the end  of said curve; thence at tangent to said curve run South 63 degrees, 29 minutes, 28 seconds East   along said right of way line for 109 .65 feet to the beginning of a curve to the right, said curve   subtending a central angle of 28 degrees, 30 minutes, 17 seconds, a radius of 161.84 feet and a   chord bearing of South 49 degrees, 14 minutes, 19 seconds East; thence run Southeasterly along  the arc of said curve and along said right of way line for 80.52 feet to the end of said curve;  thence at tangent to said curve run South 34 degrees, 59 minutes, 11 seconds East along said right   of way line for 50.00 feet to the beginning of a curve to the left, said curve subtending a central   angle of 19 degrees, 2 I minutes, 43 seconds, a radius of 183.86 feet and a chord bearing of South  44 degrees, 40 minutes, 02 seconds East; thence run Southeasterly along the arc of said curve and   along said right of way line for 62.13 feet to the end of said curve; thence at tangent to said curve  run South 54 degrees, 20 minutes, 54 seconds East along said right of way line for 78.51 feet to  the beginning of a curve to the right, said curve subtending a central angle of 16 degrees, 33  minutes, 33 seconds, a radius of 196.01 feet and a chord bearing of South 46 degrees, 04 minutes,   08 seconds East; thence run Southeasterly along the arc of said curve and along said right of way   line for 56.65 feet to the end of said curve; thence at tangent to said curve run South 37 degrees,   47 minutes, 21 seconds East along said right of way line for 20.00 feet to the beginning of a curve   to the left, said curve subtending a central angle of 30 degrees, 51 minutes, 20 seconds map and   measure a radius of 250.00 feet measure (31 degrees 05 minutes 47 seconds map) and a chord   bearing of South 53 degrees, 13 minutes, 0 I seconds East; thence run Southeasterly along the arc   of said curve and along said right of way line for 134.63 feet measure (135.68 feet map) to the end   of said curve, said point being on the Northerly right of way line of Alabama Highway Number   150, said point being on a curve to the right, said curve subtending a central angle of 00 degrees,   33 minutes, 10 seconds, a radius of 22,858.31 feet and a chord bearing of South 52 degrees, 50   minutes, 03 seconds West; thence run Southwesterly along the arc of said curve and along said   Highway 150 right of way line for 220.53 feet to the end of said curve; thence at tangent to said   curve run South 53 degrees, 06 minutes, 38 seconds West along said Highway 150 right of way   line for 514.38 feet; thence run South 53 degrees, 21 minutes, 07 seconds West along said right   of way line for 548.18 feet to the beginning of a curve to the right, said curve subtending a   central angle of 3 degrees, 26 minutes, 26 seconds, a radius of 4523. 76 feet and a chord bearing   of South 55 degrees, 04 minutes, 21 seconds West; thence run Southwesterly along the arc of    Alabama   Multifamily Mortgage, Assignment of Rents and Security Agreement       Page A-1  





 






said curve and along said right of way line for 271.65 feet to the end of said curve; thence run  South 72 degrees, 26 minutes, 22 seconds West along said Highway 150 right of way line for  101.59 feet; thence run South 55 degrees, 18 minutes, 17 seconds West along said right of way  line for 144.28 feet; thence run South 62 degrees, 00 minutes, 13 seconds West along said right  of way line for 14 7. 74  feet to the most Southerly corner of Tree Crossings Phase One; thence  leaving said right of way line run North 27 degrees, 12 minutes, 29 seconds West for 179.83 feet;  thence run North 68 degrees, 00 minutes, 41 seconds West for 760.03 feet to the common corner  of Phase Two and Phase Three, Tree Crossings; thence run South 60 degrees, 31 minutes, 41  seconds West measure South 60 degrees 30 minutes 00 seconds West (map) for 638.50 feet;  thence run North 43 degrees, 45 minutes, 08 seconds West measure (North 43 degrees 51  minutes 00 Seconds West) for 300.38 feet measure (300.00 feet map) to a 3" capped iron at the  SW corner of the NE 1/4 of the NW 1/4 of said Section 27, Township 19 South, Range 3 West;  thence run North O degrees, 05 minutes, 18 seconds West along the West line of said 1/4-1/4 for                                                     1 1326.03 feet to a 3" capped iron at the NW comer of said NE /4 of the NW 1/4 of Section 27;  thence run South 89 degrees, 02 minutes, 07 seconds East along the North line of said 1/4-1/4 for  1319.80 feet to a 3" capped iron at the NE corner of said 1/4-1/4 and the NW comer of the NW  1/4 of the NE 1/4 of said Section 27; thence run South 88 degrees, 54 minutes, 54 seconds East  along said 1/4-1/4 for 1266.93 feet to the point of beginning.    Alabama  Multifamily Mortgage, Assignment of Rents and Security Agreement       PageA-2  





 






Prepared by, and after recording  return to:   Jeremy M. McLean, Esquire  Troutman Sanders LLP  Post Office Box 1122  Richmond, Virginia 23218-1122                                                      Freddie Mac Loan No. 504021389                                                                   Ridge Crossings                      ASSIGNMENT OF SECURITY INSTRUMENT                                  (Revised 12-19-2014)   FOR VALUABLE CONSIDERATION, PNC BANK, NATIONAL ASSOCIATION, a national  banking association ("Assignor"), having its principal place of business at 26901 Agoura Road,  Suite 200, Calabasas Hills, California 91301, Attention: Loan Servicing Manager, hereby  assigns, grants, sells and transfers to the FEDERAL HOME   LOAN    MORTGAGE  CORPORATION,     a corporation organized and existing under the laws of the United States  ("Assignee"), having its principal place of business at 8200 Jones Branch Drive, McLean, Virginia  22102, and Assignee's successors, transferees and assigns forever, all of the right, title and interest  of Assignor in and to the Multifamily Mortgage, Assignment of Rents and Security Agreement,  dated as of July 31, 2018, entered into by STAR RIDGE CROSSINGS, LLC, a Delaware  limited liability company ("Borrower") for the benefit of Assignor, securing an indebtedness of  Borrower to Assignor in the principal amount of $58,100,000.00 recorded in the land records of  Jefferson County, Alabama prior to this Assignment in Mortgage Book Page ~~­ ("Instrument"), which indebtedness is secured by the property described in Exhibit A attached to  this Assignment and incorporated into it by this reference.   Together with the Note or other obligation described in the Instrument and all obligations secured  by the Instrument now or in the future.   IN WITNESS   WHEREOF,   Assignor has executed this Assignment as of July 31, 2018, to be  effective as of the effective date of the Instrument.    Assignment of Security Instrument                                         Page 1  





 






                                 ASSIGNOR:                                    PNC BANK, NATIONAL ASSOCIATION, a                                      national baoking association    STATE OF ______,  _______ County ss:         I, the undersigned, a Notary Public in and for said County in said State, hereby certify  that Kelli A. Tyler, whose name as President of PNC Baok, National Association, a natio  baoking association, is signed to the foregoing instrument, and who is known  acknowledged before me on this day, that being informed of the contents of said · ent, she  as such President and with full authority, executed the same voluntarily for as the act of said  PNC Baok, National Association.                                                     Notary Public    Assignment of Security Instrument                                Page S-1  





 






CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT                                      CIVIL CODE§ 1189     A notary public or other officer completing this certificate verifies only the identity of the individual who signed the    document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.   State of ~alifornia C\ Jdl~n                )  County or       c...)(U'\ ~ D               )                          N            ()      .  On   Jul\,/     I~,  ru>ll?  before me,   Qa1filngr1v'~J                 o+vry      rub/1e)              I Date                  kel Ii       'Ae .ln~r::.,mre,,  'l!J9.Jitle of the Officer  personally appeared --------------'----=-----------l-ll'---'-rt:,Y____________              _                                                   Name(s) of Signer(s)   who  proved to me  on the basis of satisfactory evidence to be the person(sl" whose name{laj--is/ai.,­ subsclibed to the within instrument and acknowledged to me that be1she/ttle1 executed the same in  ~er/t!.eifauthorized capacity[~and    that by bi8ilier/tpelrsignature.W-On the instrument the person{s),  or the entity upon behalf of which the person{s) acted, executed the instrument.                                               I certify under PENALTY OF PERJURY under the laws                                               of the State of California that the foregoing paragraph                                               is true and co1Tect.       ~eeooeoeneeosr      •• :..  ~   No~!:YT~~~i~~~:~nia r      ~   ., ·      San Diego County ~      z        ·  Commission# 2196629                My Comm. Expires May 31, 2021                   Signature of Notary Public               Place Notary Seal Above     Though this section is optional, completing this information can deter alteration of the document or                    fraudulent reattachment of this form to an unintended document.   Description of Attached Don\URent        . • f C'~ A. • ~ Insh,u         Title or Type of Document: fji»~ Y'~Dt::<XW Y"I              ument  Oat~: ________   Number of Pages:           Signer{s) Other Than Named Abov  : _____________   Capacity{ies) Claimed by Signer{s)  Signer's Name:_·___________               _    · Signer's Name: _____________   D Corporate Officer - Title{s): _______         D Corporate Officer - Title{s): _______   D Partner - D Limited  D General                D Partner - D  Limited  D General  D Individual     D Attorney in Fact             D Individual     D Attorney in Fact  D Trustee        D Guardian or Conservator      D Trustee        D Guardian or Conservator  D Oiher: ______________                         D Other:----------'---- Signer Is Representing: __________              Signer Is Representing: __________    ©2014 National Nota,y Association· www.NationalNotary.org • 1-800-US NOTARY {1-800-876-6827) Item #5907  





 






                                 EXHIBIT A                          DESCRIPTION OF THE PROPERTY                                   Ridge Crossings   A parcel of land situated in the NE 1/4 of the NW 1/4 and the SW 1/4 of the NE 1/4 of Section  27, and in the NE 1/4 and the SE 1/4 of the NW 1/4 of Section 27, Township 19 South, Range 3  West, Jefferson County, Alabama, Bessemer Division and being more particularly described as  follows:  Begin at a point on the North line of said Section 27, and at the intersection of the West right of  way line of Scenic View Drive, said point being 1375.73 feet West of the NE corner of said  Section 27, Township 19 South, Range 3 West, as measured along said section line on a bearing  of South 88 degrees, 54 minutes, 54 seconds East, said point also being 1266.93 feet East of the  NW corner of the NW 1/4 of the NE 1/4 of said Section 27 as measured along said section line on  a bearing of South 88 degrees, 54 minutes, 54 seconds East, said point being on a curve to the left,  said curve subtending a central angle of 56 degrees, 52 minutes, 19 seconds measure (56 degrees  32 minutes 47 seconds map) a radius of 197.55 feet and a chord bearing of South 35 degrees, 03  minutes, 19 seconds East; thence run Southeasterly along the arc of said curve and along said  Scenic View Drive's West right of way line for 196.09 measure (194.97 feet map) feet to the end  of said curve; thence at tangent to said curve run South 63 degrees, 29 minutes, 28 seconds East  along said right of way line for 109.65 feet to the beginning of a curve to the right, said curve  subtending a central angle of 28 degrees, 30 minutes, 17 seconds, a radius of 161.84 feet and a  chord bearing of South 49 degrees, 14 minutes, 19 seconds East; thence run Southeasterly along  the arc of said curve and along said right of way line for 80.52 feet to the end of said curve;  thence at tangent to said curve run South 34 degrees, 59 minutes, 11 seconds East along said right  of way line for 50.00 feet to the beginning of a curve to the left, said curve subtending a central  angle of 19 degrees, 2 I minutes, 43 seconds, a radius of 183.86 feet and a chord bearing of South  44 degrees, 40 minutes, 02 seconds East; thence run Southeasterly along the arc of said curve and  along said right of way line for 62.13 feet to the end of said curve; thence at tangent to said curve  run South 54 degrees, 20 minutes, 54 seconds East along said right of way line for 78.51 feet to  the beginning of a curve to the right, said curve subtending a central  angle of 16 degrees, 33  minutes, 33 seconds, a radius of 196.01 feet and a chord bearing of South 46 degrees, 04 minutes,  08 seconds East; thence run Southeasterly along the arc of said curve and along said right of way  line for 56.65 feet to the end of said curve; thence at tangent to said curve run South 37 degrees,  47 minutes, 21 seconds East along said right of way line for 20.00 feet to the beginning of a curve  to the left, said curve subtending a central angle of 30 degrees, 51 minutes, 20 seconds map and  measure a radius of 250.00 feet measure (31 degrees 05 minutes 47 seconds map) and a chord  bearing of South 53 degrees, 13 minutes, 01 seconds East; thence run Southeasterly along the arc  of said curve and along said right of way line for 134.63 feet measure (135.68 feet map) to the end  of said curve, said point being on the Northerly right of way line of Alabama Highway Number  150, said point being on a curve to the right, said curve subtending a central angle of 00 degrees,  33 minutes, 10 seconds, a radius of 22,858.31 feet and a chord bearing of South 52 degrees, 50  minutes, 03 seconds West; thence run Southwesterly along the arc of said curve and along said  Highway 150 right of way line for 220.53 feet to the end of said curve; thence at tangent to said  curve run South 53 degrees, 06 minutes, 38 seconds West along said Highway 150 right of way  line for 514.38 feet; thence run South 53 degrees, 21 minutes, 07 seconds West along said right  of way line for 548.18 feet to the beginning of a curve to the right, said curve subtending a  central angle of 3 degrees, 26 minutes, 26 seconds, a radius of 4523. 76 feet and a chord bearing  of South 55 degrees, 04 minutes, 21 seconds West; thence run Southwesterly along the arc of  said curve and along said right of way line for 271.65 feet to the end of said curve; thence run  South 72 degrees, 26 minutes, 22 seconds West along said Highway 150 right of way line for   Assignment of Security Instrument                                      PageA-1  





 






101.59 feet; thence run South 55 degrees, 18 minutes, 17 seconds West along said right of way  line for 144.28 feet; thence run South 62 degrees, 00 minutes, 13 seconds West along said right  of way line for 147.74 feet to the most Southerly corner of Tree Crossings Phase One; thence  leaving said right of way line run North 27 degrees, 12 minutes, 29 seconds West for 179.83 feet;  thence run North 68 degrees, 00 minutes, 41 seconds West for 760.03 feet to the common corner  of Phase Two and Phase Three, Tree Crossings; thence run South 60 degrees, 31 minutes, 41  seconds West measure South 60 degrees 30 minutes 00 seconds West (map) for 638.50 feet;  thence run North 43 degrees, 45 minutes, 08 seconds West measure (North 43 degrees 51  minutes 00 Seconds West) for 300.38 feet measure (300.00 feet map) to a 3" capped iron at the  SW corner of the NE 1/4 of the NW 1/4 of said Section 27, Township 19 South, Range 3 West;  thence run North O degrees, 05 minutes, 18 seconds West along the West line of said 1/4-1/4 for                                                     1 1326.03 feet to a 3" capped iron at the NW corner of said NE /4 of the NW 1/4 of Section 27;  thence run Smith 89 degrees, 02 minutes, 07 seconds East along the North line of said 1/4-1/4 for  1319.80 feet to a 3" capped iron at the NE corner of said 1/4-1/4 and the NW corner of the NW  1/4 of the NE 1/4 of said Section 27; thence run South 88 degrees, 54 minutes, 54 seconds East  along said 1/4-1/4 for 1266.93 feet to the point of beginning.    Assignment of Secnrity Instrument                                      Page A-2