ex108barrettlkesmultifam






                                                                        EXHIBIT 10.8   Prepared by, and after recording  return to:   Jeremy M. McLean, Esquire  Troutman Sanders LLP  P.O. Box 1122  Richmond, VA 23218                        MULTIFAMILY DEED TO SECURE DEBT,                             ASSIGNMENT OF RENTS                           AND SECURITY AGREEMENT                                      GEORGIA                                   (Revised 5-5-2017)  





 






                                              Freddie Mac Loan No. 504021354                                                      The 1800 at Barrett Lakes                     MULTIFAMILY DEED TO SECURE DEBT,                           ASSIGNMENT OF RENTS                         AND SECURITY AGREEMENT                                   GEORGIA                                (Revised 5-5-2017)  THIS  MULTIFAMILY   DEED  TO SECURE   DEBT, ASSIGNMENT   OF RENTS  AND  SECURITY  AGREEMENT   ("Instrument") is made to be effective as of the 31st day of July,  2018, between STAR BARRETT LAKES,  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 grantor ("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 grantee ("Lender"). Borrower's organizational identification number, if applicable, is  5608101.                                  RECITAL  Borrower is indebted to Lender in the principal amount of Forty Million Nine Hundred Ten  Thousand and 00/100 Dollars ($40,910,000.00), as evidenced by Borrower's Multifamily Note  payable to Lender, dated as of the date of this Instrument, and maturing on August 1, 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 Documents, Borrower grants, conveys and assigns to Lender  and Lender's successors and assigns, with power of sale, the Mortgaged Property, including the   Land located in Cobb County, State of Georgia 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. As used in this Instrument, the term "Mortgaged Property" is synonymous   with the term "Secured Property," and the term "Lien" is synonymous with the term "security   interest and title."   Borrower covenants that Borrower is lawfully seized of the Mortgaged Property and has the   right, power and authority to grant, convey  and assign the Mortgaged Property, 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 (the "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.     Georgia   Multifamily Deed to Secure Debt, 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,        stove~, 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.     Georgia                                                           Pagel   Multifamily Deed to Secure Debt, Assignment of Rents   and Security Agreement  





 






      "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.         "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.   Georgia                                                                  Page3  Multifamily Deed to Secure Debt, Assignment of Rents  and Security Agreement  





 






     "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.         "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.   Georgia                                                                  Page4  Multifamily Deed to Secure Debt, Assignment of Rents  and Security Agreement  





 






          (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.            (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,   Georgia                                                           Pages  Multifamily Deed to Secure Debt, Assignment of Rents  and Security Agreement  





 






          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).       (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.        (f)  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, may be 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   Georgia                                                           Page6  Multifamily Deed to Secure Debt, Assignment of Rents  and Security Agreement  





 






          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            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.   Georgia                                                           Page7  Multifamily Deed to Secure Debt, Assignment of Rents  and Security Agreement  





 






     (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                  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   Georgia                                                            Page8  Multifamily Deed to Secure Debt, Assignment of Rents  and Security Agreement  





 






                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 ofthis 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                  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.   Georgia                                                            Page9  Multifamily Deed to Secure Debt, Assignment of Rents  and Security Agreement  





 






      (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.        ( f)  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.   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    Georgia                                                                 Page 10   Multifamily Deed to Secure Debt, Assignment of Rents   and Security Agreement  





 






           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                    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.   Georgia                                                                 Page 11  Multifamily Deed to Secure Debt, Assignment of Rents  and Security Agreement  





 






     (e)   Borrower will, promptly upon Lender's request, deliver to Lender an executed             copy of each residential Lease then in effect.        (f)   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 of2 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                    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   Georgia                                                                 Page 12  Multifamily Deed to Secure Debt, Assignment of Rents  and Security Agreement  





 






           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.        (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   Georgia                                                           Page 13  Multifamily Deed to Secure Debt, Assignment of Rents  and Security Agreement  





 






     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.       (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   Georgia                                                           Page 14  Multifamily Deed to Secure Debt, Assigumeut of Rents  and Security Agreement  





 






     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              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).    Georgia                                                                 Page 15  Multifamily Deed to Secure Debt, Assignment of Rents  and Security Agreement  





 






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,        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 granted in this Instrument (and              Borrower appoints Lender as Borrower's agent and attorney-in-fact to exercise             such power of sale in the name and on behalf of Borrower) and any other             remedies permitted by Georgia law or provided in this Instrument 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 reasonable Attorneys' Fees and Costs and costs of documentary              evidence, abstracts and title reports.    Georgia                                                           Page 16   Multifamily Deed to Secure Debt, Assignment of Rents   and Security Agreement  





 






     (b)  Lender may sell and dispose of the Mortgaged Property at public auction, at the            usual place for conducting sales at the courthouse in the county where all or any            part of the Mortgaged Property is located, to the highest bidder for cash, first (a)            providing Borrower written notice of the initiation of proceedings to exercise the            power of sale in accordance with O.C.G.A. §44-14-162, and (b) advertising the            time, terms and place of such sale by publishing a notice of sale once a week for            four consecutive weeks (without regard to the actual number of days) in a            newspaper in which sheriff's advertisements are published in such county, all            other notice being waived by Borrower; and Lender may thereupon execute and            deliver to the purchaser a sufficient instrument of conveyance of the Mortgaged            Property in fee simple, which may contain recitals as to the happening of the            default upon which the execution of the power of sale granted by this Section            depends. The recitals in the instrument of conveyance will be presumptive            evidence that Lender duly complied with all preliminary acts prerequisite to the            sale and instrument of conveyance. Borrower constitutes and appoints Lender as            Borrower's agent and attorney-in-fact to make such recitals, sale and conveyance.            Borrower ratifies all of Lender's acts, as such attorney-in-fact, and Borrower            agrees that such recitals will be binding and conclusive upon Borrower and that            the conveyance to be made by Lender (and in the event of a deed in lieu of            foreclosure, then as to such conveyance) will be effectual to bar all right, title and            interest, equity of redemption, including all statutory redemption, homestead,            dower, curtsey and all other exemptions of Borrower, or its successors in interest,            in and to the Mortgaged Property.        (c)  The Mortgaged Property may be sold in one parcel and as an entirety, or in such            parcels, manner or order as Lender, in its discretion, may elect, and one or more            exercises of the powers granted in this Section will not extinguish or exhaust the            power unless the entire Mortgaged Property is sold or the Indebtedness is paid in            full, and Lender will collect the proceeds of such sale, applying such proceeds as            provided in this Section. In the event of a deficiency, Borrower will immediately            on demand from Lender pay such deficiency to Lender, subject to the provisions            of the Note limiting Borrower's personal liability for payment of the            Indebtedness. Borrower acknowledges that Lender may bid for and purchase the            Mortgaged Property at any foreclosure sale and will be entitled to apply all or any            part of the Indebtedness as a credit to the purchase price. Borrower covenants and            agrees that Lender will apply the proceeds of the sale in the following order: (i)            to all reasonable costs and expenses of the sale, including reasonable Attorneys'            Fees and Costs and costs of title evidence; (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 the excess. The power and agency granted in this            Section 31 are coupled with an interest, are irrevocable by death or otherwise and            are in addition to the remedies for collection of the Indebtedness as provided by            law.        (d)  If the Mortgaged Property is sold pursuant to this Section 31, Borrower, or any            person holding possession of the Mortgaged Property through Borrower, will            surrender possession of the Mortgaged Property to the purchaser at such sale on            demand. If possession is not surrendered on demand, Borrower or such person            will be a tenant holding over and may be dispossessed in accordance with Georgia            law.   Georgia                                                           Page 17  Multifamily Deed to Secure Debt, Assignment of Rents  and Security Agreement  





 






32.   Release. Upon payment  of the Indebtedness, Lender will cancel this Instrument.        Borrower will pay Lender's reasonable costs incurred in canceling this Instrument.   33.   Borrower's Waiver  Of Certain Rights. To th~ fullest extent permitted by law,        Borrower agrees that Borrower will not at any time insist upon, plead, claim or take the        benefit or advantage of any present or future law providing for any appraisement,        valuation, stay, extension or redemption, homestead, moratorium, reinstatement,        marshalling or forbearance, and Borrower, for Borrower, Borrower's heirs, devisees,        representatives, successors and assigns, and for any and all persons ever claiming any        interest in the Mortgaged Property, to the fullest extent permitted by law, waives and        releases all rights of redemption, valuation, appraisement, stay of execution,        reinstatement (including all rights under O.C.G.A. Section 44-14-85), notice of intention        to mature or declare due the whole of the Indebtedness, and all rights to a marshalling of        assets of Borrower, including the Mortgaged Property.   34.   Deed To Secure Debt. This conveyance is to be construed under the existing laws of the        State of Georgia as a deed passing title, and not as a mortgage, and is intended to secure        the payment of the Indebtedness.  35.   Assumption Not a Novation. Lender's acceptance ofan assumption of the obligations of        this Instrument and the Note, and the release of Borrower pursuant to Article VII of the        Loan Agreement or otherwise,  will not constitute a novation and will not affect the        priority of the Lien created by this Instrument.  36.   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  TIDS  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 WAIVER               OF RIGHT   TO TRIAL   BY JURY   IS SEPARATELY    GIVEN  BY  EACH              PARTY,   KNOWINGLY    AND  VOLUNTARILY WITH THE BENEFIT         OF               COMPETENT LEGAL COUNSEL.   37.   Incorporation of Riders. The following Riders are attached to this Instrument:         [K]      Rider to Multifamily Security Instrument - Trade Names     Georgia                                                                 Page 18  Multifamily Deed to Secure Debt, Assignment of Rents   and Security Agreement  





 






38.   Attached Exhibits. The following Exhibits, if marked with an "X" in the space provided,        are attached to this Instrument:        [X]      Exhibit A    Description of the Land (required)         [X]     Exhibit B    Modifications to Instrument        D       Exhibit C    Ground Lease Description (if applicable)   IN WITNESS WHEREOF, Borrower has signed and delivered this Instrument or has caused this  Instrument to be signed and delivered by its duly authorized representative.               REMAINDER OF PAGE INTENTIONALLY LEFT BLANK    Georgia                                                                  Page 19  Multifamily Deed to Secure Debt, Assignment of Rents  and Security Agreement  





 






                                    BORROWER:                                       ST AR BARRETT LAKES, LLC, a Delaware                                         limited liability company                                       By: Steadfast Apartment Advisor, LLC, a                                          Delaware limited liability company, its                                          Manager                                            By: =~;=-,"-~-~Jj~l\~/'==--,..,,...ci\,.___ __ (SEAL)                                              Ella S. Neyland  V    =                                              President     Signed, sealed and delivered in the   presence of:    PrintName:1/.erCl.f\tlA Vll.rja.r (} , Unofficial Witness    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.                                                          LAURIE SANDERS                                                       COMM. #2084867 z   Date:  07/18/2018                                  Notary Public · California ::u                                                         Orange County ~   My commission expires: 10/04/2018                 My Comm. Expires Oct. 4, 2018    Georgia                                                                 Page 20  Multifamily Deed to Secure Debt, Assignment of Rents  and Security Agreement  





 






             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.                    LAURIE SANDERS t         WITNESS my hand and official seal.                 COMM. #2084867 z                 Notary Public - California g                    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                   name~ "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 Instrument   Trade Names  





 






                                  EXHIBIT A                             DESCRIPTION OF THE LAND                               The 1800 at Barrett Lakes   ALL THAT TRACT OR PARCEL OF LAND LYING AND BEING IN LAND LOTS          791, 792  AND 793  OF THE 16TH DISTRICT,  2ND  SECTION AND   LAND  LOT 210 OF THE 20TH  DISTRICT,  2ND  SECTION,   OF  COBB   COUNTY,   GEORGIA,   AND   BEING  MORE  PARTICULARLY DESCRIBED AS FOLLOWS:   BEGINNING   AT  AN  IRON  PIN  FOUND   (1/2" REBAR)  MARKING    THE  COMMON  CORNER   OF  LAND   LOTS  791, 792, 793 AND  794 OF  THE  16TH DISTRICT,  2ND  SECTION OF COBB COUNTY; THENCE ALONG THE SOUTH LINE OF LAND LOT 792  (SAID LINE BEING COMMON TO LAND LOTS       792 AND 793), SOUTH  89°47'27" WEST  FOR A  DISTANCE   OF 669.80 FEET TO  AN IRON  PIN FOUND   (1-1/2" CRIMPED TOP  PIPE); THENCE DEPARTING    SAID  SOUTH  LINE OF  LAND  LOT  792 AND  PROCEED  SOUTH 00°14'00" WEST FOR A   DISTANCE OF 495.17  FEET TO AN IRON PIN PLACED  (1/2" REBAR); THENCE SOUTH 00°  14'00" WEST FOR A DISTANCE OF 847.50 FEET TO  AN IRON PIN PLACED (1/2"  REBAR)  ON THE SOUTH LINE OF LAND     LOT 793  (SAID  LINE BEING  COMMON    TO  LAND   LOTS 793 &  864); THENCE  ALONG THE   SOUTH  LINE OF  LAND  LOT 793  (SAID LINE BEING COMMON TO     LAND   LOTS  793 & 864),  NORTH   89°06'43" WEST FOR A  DISTANCE   OF 648.52 FEET TO  A NAIL  FOUND  AT  BASE OF  1" AXLE IN ROCK PILE   MARKING THE SOUTHWEST CORNER OF         LAND  LOT  793 AND ON THE EAST LINE    OF LAND  LOT 210  OF THE 20TH DISTRICT,  2ND  SECTION  OF  COBB  COUNTY   (SAID LINE  HEREINAFTER BEING REFERRED      TO AS  THE  DISTRICT  LINE); THENCE  DEPARTING    SAID DISTRICT  LINE  AND  PROCEED  NORTH 88°55'09" WEST FOR A DISTANCE OF 363.02 FEET TO AN IRON PIN PLACED  (1/2" REBAR); THENCE NORTH 31°11'20" WEST A   DISTANCE OF 394.24 FEET TO AN  IRON  PIN FOUND  (1/2" REBAR); THENCE NORTH 41°29'14"   WEST A   DISTANCE  OF  94.44 FEET TO AN IRON PIN FOUND (5/8" REBAR); THENCE NORTH 45°20'57" WEST A  DISTANCE OF 178.68  FEET TO AN IRON PIN FOUND (3/4"   REBAR);  THENCE NORTH  39°50'52" WEST A DISTANCE OF  80.81 FEET TO AN IRON PIN PLACED (1/2"  REBAR);  THENCE   NORTH   23°17'20" WEST A  DISTANCE   OF 113.61 FEET TO  AN  IRON  PIN  PLACED   (1/2" REBAR)  ON  THE   EASTERLY   RIGHT-OF-WAY  LINE    OF  GREERS  CHAPEL ROAD VARIABLE R/W);     THENCE ALONG THE EASTERLY RIGHT-OF-WAY  LINE OF  GREERS  CHAPEL ROAD    THE FOLLOWING COURSES      AND  DISTANCES:   1)  25.96 FEET ALONG THE ARC OF A     CURVE TO THE LEFT,   SAID CURVE HAVING A  RADIUS OF 196.52 FEET AND BEING SUBTENDED BY A CHORD OF NORTH 03°11 '59"  EAST, 25.94 FEET TO A POINT; 2) THENCE NORTH 00°35'06" WEST FOR A DISTANCE  OF 514.81 FEET TO  AN  IRON PIN PLACED   (1/2" REBAR) WHERE   GREERS  CHAPEL  ROAD   INTERSECTS   THE  SOUTHEASTERLY     RIGHT-OF-WAY  LINE    OF  BARRETT  LAKES BOULEYARD     (VARIABLE R/W, FKA: NEW GREERS CHAPEL ROAD); THENCE  ALONG     THE     SOUTHEASTERLY,      SOUTHERLY      AND     SOUTHEASTERLY  RIGHT-OF-WAY  LINE    OF BARRETT    LAKES  BOULEVARD     (VARIABLE   R/W) THE  FOLLOWING    COURSES   AND  DISTANCES:   1) 210.72 FEET ALONG  THE  ARC  OF  A  CURVE TO THE RIGHT, SAID CURVE HAVING A RADIUS OF 348.00 FEET AND BEING  SUBTENDED BY A    CHORD OF NORTH 31°02'21" EAST, 207.52 FEET TO AN IRON PIN  PLACED (1/2" REBAR); 2) THENCE SOUTH 41°36'50" EAST A DISTANCE OF 4.50 FEET  TO AN IRON PIN PLACED (1/2" REBAR); 3) THENCE 192.98 FEET ALONG THE ARC OF   Georgia                                                                 Page A-1  Multifamily Deed to Secure Debt, Assignment of Rents  and Security Agreement  





 






A CURVE   TO THE  RIGHT, SAID  CURVE   HAVING  A  RADIUS  OF 343.50 FEET AND  BEING  SUBTENDED   BY  A CHORD   OF NORTH   64°28'49" EAST, 190.45 FEET TO AN  IRON PIN PLACED (1/2" REBAR); 4) THENCE NORTH 09°25'32" WEST A DISTANCE OF  3.15 FEET TO AN IRON PIN PLACED (1/2" REBAR); 5) THENCE NORTH 80°29'41" EAST  AND CROSSING THE DISTRICT LINE FOR A DISTANCE OF 754.59 FEET TO AN IRON  PIN PLACED  (1/2" REBAR); 6) THENCE  804.09 FEET ALONG THE ARC    OF A CURVE  TO  THE  LEFT, SAID  CURVE   HAVING   A  RADIUS   OF 800.00 FEET  AND   BEING  SUBTENDED   BY A  CHORD  OF NORTH 51°42'02"  EAST 770.67 FEET TO AN IRON PIN  FOUND   (3/4" REBAR); 7) THENCE  NORTH   22°54'22" EAST A DISTANCE   OF 408.52  FEET TO  AN IRON  PIN FOUND   (1/2" REBAR); 8) THENCE 181.66 FEET ALONG   THE  ARC OF  A CURVE TO  THE RIGHT,  SAID  CURVE HAVING A RADIUS     OF 522.96 FEET  AND  BEING SUBTENDED    BY  A CHORD   OF NORTH  32°51'26" EAST, 180.75 FEET TO  AN IRON  PIN PLACED   (1/2" REBAR); THENCE  DEPARTING   THE  SOUTHEASTERLY  RIGHT-OF-WAY    LINE OF  BARRETT   LAKES   BOULEVARD    (VARIABLE   R/W, FKA:  NEW   GREERS   CHAPEL   ROAD)  AND   PROCEED    SOUTH  42°49'17" EAST  FOR  A  DISTANCE   OF 842.11 FEET  TO  AN  IRON  PIN PLACED   (1/2" REBAR)  WITHIN  A  GEORGIA POWER EASEMENT; THENCE SOUTH 89°27'09" WEST FOR A DISTANCE OF  290.07 FEET TO AN  IRON PIN PLACED   (1/2" REBAR) ON THE  EAST  LINE OF LAND  LOT  792 (SAID LINE BEING   COMMON    TO  LAND  LOTS  791 &  792 OF THE  16TH  DISTRICT, 2ND  SECTION  OF COBB  COUNTY;   THENCE   ALONG THE   EAST  LINE OF  LAND  LOT  792 (SAID LINE  BEING  COMMON    TO LAND   LOTS  791 & 792), SOUTH  00°56'29" EAST FOR A  DISTANCE  O  F 682.09 FEET TO AN  IRON  PIN FOUND   (1/2"  REBAR)  MARKING THE    COMMON    CORNER   OF LAND   LOTS 791,  792, 793 AND 794  AND  THE  POINT OF  BEGINNING.  SAID TRACT   OR PARCEL   CONTAINING   67.83537  ACRES OR 2,954,909 SQUARE FEET.  TOGETHER    WITH  EASEMENTS     APPURTENANT     TO  SAID  PROPERTY    ARISING  UNDER   THAT  CERTAIN   LIMITED   WARRANTY     DEED  FROM   SENIOR   CORP., A  DELAWARE CORPORATION TO STERLING HIGHLANDS DEVELOPMENT PARTNERS,  LTD., A GEORGIA CORPORATION, DATED APRIL 1,    1988, RECORDED IN DEED BOOK  4865, PAGE  382, RECORDS    OF  COBB   COUNTY,   GEORGIA;   AS  RE-RECORDED  JUNE 22, 1988 AT 1:14PM., RECORDED  IN DEED  BOOK 4975, PAGE  385, AFORESAID  RECORDS.    Georgia                                                                PageA-2  Multifamily Deed to Secure Debt, Assignment of Rents  and Security Agreement  





 






                                  EXHIBITB                          MODIFICATIONS TO INSTRUMENT   The following modifications are made to the text of the Instrument that precedes this Exhibit:   I.    STATE-SPECIFIC MODIFICATIONS.   1.    The definition of "Attorneys' Fees and Costs" in Section 1 is deleted in its entirety and        replaced with the following:         "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.        Notwithstanding anything to the contrary in the Loan Documents and only to the        extent governed by Georgia law, any provision providing for the payment of        "Attorneys' Fees and Costs", "reasonable attorneys' fees" or other words or        provisions of similar import, shall mean attorneys' and paralegal fees incurred        based upon the usual and customary hourly rates of the attorneys and paralegals        involved for time actually spent by such attorneys and paralegals, plus customary        charges for copies, postage and any other out of pocket expenses, and without giving        effect to any statutory presumption that may then be in effect.    Georgia                                                                 Page B-1  Multifamily Deed to Secure Debt, Assignment of Rents  and Security Agreement  





 






                                                   c:.-·-·.,:,c. 'l- '- ...                                                   Cci ui1-.:o tO t,e 2 tiUe c:;;--;d correct                                                   copy as the same appears in our                                                   files. 0'01/? (}  1                                                   BY_~/.>(/A ~/                                                       FIDELITY i-Ji\T!ONAL TrrLE  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. 504021354                                                            The 1800 at Barrett Lakes                      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 Deed to Secure Debt, Assignment of Rents and Security  Agreement, dated as of July 31, 2018, entered into by STAR BARRETT LAKES, LLC, a  Delaware limited liability company ("Borrower") for the benefit of Assignor, securing an  indebtedness of Borrower to Assignor in the principal amount of $40,910,000.00 recorded in the  land records of Cobb County, Georgia prior to this Assignment ("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 banking association     Signed, sealed and delivered in the  presence of:    Print Name: N if--,JIL-1 M l-€CL~"; Unofficial Witness    NotaryPu~\ iMfJ[d@,0  County, 6£1. _t-      IV  [SEAL]  Date:  Cfu I y  I<.?' J  I<t'   My commission expires: Mtt:y  6L ~~         i••eeeeeoneenf           ~.. ,.~,- CIA THO~GRIV~NG.        •. ::..'!>: . NotaryP~bllc-Callforrna z        ~  ·- -.   SanD1egoCounty ~           ·, .   Commission# 2196629 -        •      My Comm. Expires May 31, 2021    Assignment of Security Instrument                                       Page S-1  





 






                                  EXHIBITA                          DESCRIPTION OF THE PROPERTY                               The 1800 at Barrett Lakes   ALL THAT TRACT OR PARCEL OF LAND LYING AND BEING IN LAND LOTS          791,792  AND  793 OF THE 16TH DISTRICT,  2ND SECTION AND    LAND  LOT 210 OF THE 20TH  DISTRICT,  2ND  SECTION,  OF  COBB   COUNTY,    GEORGIA,   AND  BEING   MORE  PARTICULARLY DESCRIBED AS FOLLOWS:  BEGINNING   AT  AN  IRON  PIN  FOUND   (1/2" REBAR)  MARKING   THE  COMMON  CORNER   OF  LAND  LOTS   791, 792, 793 AND 794  OF THE  16TH  DISTRICT,  2ND  SECTION OF COBB   COUNTY; THENCE ALONG THE SOUTH LINE OF LAND         LOT 792  (SAID LINE BEING COMMON TO LAND      LOTS  792 AND 793), SOUTH 89°47'27" WEST  FOR A  DISTANCE  OF  669.80 FEET TO AN  IRON  PIN FOUND   (1-1/2" CRIMPED TOP  PIPE); THENCE  DEPARTING   SAID SOUTH   LINE OF  LAND  LOT  792 AND  PROCEED  SOUTH 00°14'00" WEST FOR A  DISTANCE OF 495.17 FEET TO AN IRON PIN PLACED  (1/2" REBAR); THENCE SOUTH 00°  14'00" WEST FOR A DISTANCE OF 847.50 FEET TO  AN IRON PIN PLACED (1/2"  REBAR)  ON THE SOUTH LINE OF    LAND  LOT  793 (SAID  LINE BEING  COMMON    TO  LAND  LOTS  793 &  864); THENCE ALONG   THE  SOUTH  LINE OF LAND   LOT 793 (SAID LINE  BEING COMMON TO     LAND   LOTS 793 &  864),  NORTH  89°06'43" WEST  FOR A  DISTANCE  OF  648.52 FEET TO A  NAIL FOUND   AT  BASE  OF 1" AXLE  IN ROCK PILE  MARKING   THE  SOUTHWEST CORNER      OF LAND  LOT 793 AND  ON THE  EAST LINE  OF  LAND  LOT 210 OF THE 20TH DISTRICT,   2ND  SECTION  OF COBB   COUNTY   (SAID LINE HEREINAFTER    BEING  REFERRED   TO AS  THE DISTRICT  LINE); THENCE   DEPARTING   SAID  DISTRICT  LINE  AND  PROCEED  NORTH 88°55'09" WEST FOR A  DISTANCE OF   363.02 FEET TO AN IRON PIN PLACED  (1/2" REBAR); THENCE NORTH 31°11'20"  WEST A  DISTANCE OF   394.24 FEET TO AN  IRON PIN FOUND   (1/2" REBAR); THENCE NORTH    41°29'14" WEST A DISTANCE   OF  94.44 FEET TO AN IRON PIN FOUND (5/8" REBAR); THENCE NORTH 45°20'57" WEST A  DISTANCE OF   178.68 FEET TO AN IRON PIN FOUND (3/4"  REBAR); THENCE NORTH  39°50'52" WEST A DISTANCE OF 80.81 FEET TO AN IRON PIN PLACED (1/2"   REBAR);  THENCE   NORTH   23°17'20" WEST A DISTANCE   OF  113.61 FEET TO  AN  IRON  PIN  PLACED   (1/2" REBAR)  ON  THE  EASTERLY    RIGHT-OF-WAY    LINE  OF  GREERS  CHAPEL ROAD    VARIABLE R/W);  THENCE ALONG THE EASTERLY RIGHT-OF-WAY  LINE OF GREERS   CHAPEL ROAD    THE FOLLOWING COURSES      AND  DISTANCES:  1)  25.96 FEET ALONG THE ARC OF    A CURVE TO THE    LEFT, SAID  CURVE HAYING    A  RADIUS OF  196.52 FEET AND BEING SUBTENDED BY A CHORD OF NORTH 03°11 '59"  EAST, 25.94 FEET TO A POINT; 2) THENCE NORTH 00°35'06" WEST FOR A DISTANCE  OF 514.81 FEET TO  AN IRON  PIN PLACED   (1/2" REBAR) WHERE   GREERS  CHAPEL  ROAD   INTERSECTS   THE  SOUTHEASTERLY     RIGHT-OF-WAY    LINE  OF  BARRETT  LAKES BOULEYARD     (VARIABLE R/W, FKA: NEW GREERS CHAPEL ROAD); THENCE  ALONG     THE    SOUTHEASTERLY,       SOUTHERLY      AND     SOUTHEASTERLY  RIGHT-OF-WAY    LINE OF  BARRETT   LAKES   BOULEVARD    (VARIABLE   R/W)  THE  FOLLOWING    COURSES   AND  DISTANCES:  1) 210.72 FEET ALONG   THE  ARC  OF A  CURVE TO THE RIGHT, SAID CURVE HAYING      A RADIUS OF 348.00 FEET AND BEING  SUBTENDED BY A    CHORD OF NORTH 31°02'21"   EAST, 207.52 FEET TO AN IRON PIN  PLACED (1/2" REBAR); 2) THENCE SOUTH 41°36'50" EAST A DISTANCE OF    4.50 FEET  TO AN IRON PIN PLACED (1/2" REBAR); 3) THENCE 192.98 FEET ALONG THE ARC OF  A CURVE   TO THE  RIGHT,  SAID CURVE   HAVING  A  RADIUS  OF  343.50 FEET AND  BEING  SUBTENDED    BY A CHORD   OF  NORTH  64°28'49" EAST, 190.45 FEET TO AN  IRON PIN PLACED (1/2" REBAR); 4) THENCE NORTH 09°25'32" WEST A DISTANCE OF   Assignment of Security Instrument                                      PageA-1  





 






3.15 FEET TO AN IRON PIN PLACED (1/2" REBAR); 5) THENCE NORTH 80°29'41" EAST  AND  CROSSING THE DISTRICT LINE FOR A DISTANCE OF      754.59 FEET TO AN IRON  PIN PLACED  (1/2" REBAR); 6) THENCE  804.09 FEET ALONG THE ARC    OF A CURVE  TO THE   LEFT, SAID  CURVE   HAVING   A  RADIUS   OF 800.00 FEET  AND   BEING  SUBTENDED   BY A  CHORD  OF  NORTH 51 °42'02" EAST 770.67 FEET TO AN IRON PIN  FOUND  (3/4" REBAR); 7) THENCE   NORTH   22°54'22" EAST A DISTANCE   OF 408.52  FEET TO  AN IRON  PIN FOUND   (1/2" REBAR); 8) THENCE 181.66 FEET ALONG THE  ARC OF A  CURVE TO THE RIGHT,   SAID  CURVE HAVING A RADIUS     OF 522.96 FEET  AND  BEING SUBTENDED    BY A  CHORD   OF NORTH  32°51'26" EAST, 180.75 FEET TO  AN IRON  PIN PLACED   (1/2" REBAR); THENCE  DEPARTING THE    SOUTHEASTERLY  RIGHT-OF-WAY    LINE OF  BARRETT   LAKES   BOULEVARD    (VARIABLE   R/W, FKA:  NEW   GREERS   CHAPEL   ROAD)  AND   PROCEED    SOUTH  42°49'17" EAST  FOR  A  DISTANCE   OF 842.11 FEET  TO  AN  IRON  PIN PLACED   (1/2" REBAR)  WITHIN  A  GEORGIA POWER EASEMENT; THENCE SOUTH 89°27'09" WEST FOR A DISTANCE OF  290.07 FEET TO AN  IRON PIN PLACED   (1/2" REBAR) ON THE  EAST LINE  OF LAND  LOT  792 (SAID LINE BEING   COMMON    TO  LAND  LOTS  791 &  792 OF THE  16TH  DISTRICT, 2ND  SECTION  OF COBB  COUNTY;   THENCE   ALONG THE   EAST  LINE OF  LAND  LOT  792 (SAID LINE  BEING  COMMON    TO LAND   LOTS  791 & 792), SOUTH  00°56'29" EAST FOR A  DISTANCE  O  F 682.09 FEET TO AN  IRON  PIN FOUND   (1/2"  REBAR)  MARKING   THE  COMMON    CORNER   OF LAND   LOTS 791,  792, 793 AND 794  AND  THE POINT  OF  BEGINNING.  SAID TRACT   OR PARCEL   CONTAINING   67.83537  ACRES OR 2,954,909 SQUARE FEET.  TOGETHER    WITH  EASEMENTS     APPURTENANT     TO  SAID  PROPERTY    ARISING  UNDER   THAT  CERTAIN   LIMITED   WARRANTY     DEED  FROM   SENIOR   CORP., A  DELAWARE CORPORATION TO STERLING HIGHLANDS DEVELOPMENT PARTNERS,  LTD., A GEORGIA CORPORATION, DATED APRIL 1,    1988, RECORDED IN DEED BOOK  4865, PAGE  382, RECORDS    OF  COBB   COUNTY,   GEORGIA;   AS  RE-RECORDED  JUNE 22, 1988 AT 1:14PM., RECORDED  IN DEED  BOOK 4975, PAGE 385,  AFORESAID  RECORDS.    Assignment of Security Instrument                                       Page A-2