ex1018heritageplmultifam






                                                                         EXHIBIT 10.18   Prepared by, and after recording  return to:                                      copy as the s2me 2ppears in our                                                  files. 0r::n,.,/J,,, ,. VPO O/   Jeremy M. McLean, Esquire                       BY-L~~L- Troutman Sanders LLP                                 \cTbtLITY l~ATiONAL Tli'LE  Post Office Box 1122  Richmond, Virginia 23218-1122                           MULTIFAMILY DEED OF TRUST,                 ABSOLUTE ASSIGNMENT OF LEASES AND RENTS                           AND SECURITY AGREEMENT                          (INCLUDING FIXTURE FILING)                                    TENNESSEE                                  (Revised 3-1-2014)                      Maximum Principal Indebtedness for Tennessee                    Recording Tax Purposes is $8,710,000.00.  





 






                                                   Freddie Mac Loan No. 504021338                                                           Heritage Place Apartments                          MULTIFAMILY DEED OF TRUST,                 ABSOLUTE ASSIGNMENT OF LEASES AND RENTS                           AND SECURITY AGREEMENT                          (INCLUDING FIXTURE FILING)                                    TENNESSEE                                   (Revised 3-1-2014)  THIS MULTIFAMILY    DEED   OF TRUST,  ABSOLUTE   ASSIGNMENT    OF LEASES  AND  RENTS  AND  SECURITY AGREEMENT      (INCLUDING   FIXTURE FILING)  ("Instrument")  is made as of this 31st day of July, 2018, by STAR HERITAGE PLACE, 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"), to JAMES E. SPRUILL, as trustee, a resident of Williamson County,  Tennessee, whose address is c/o Fidelity National Title Insurance Company, 6840 Carothers  Parkway, Suite 200, Franklin (Williamson County), Tennessee 37067, ("Trustee"), for the  benefit of 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 beneficiary ("Lender").  This Instrument covers property which is or may become so affixed to real property as to become  fixtures and also constitutes a fixture filing under § 47-9-502 of Tennessee Code Annotated.  THIS INSTRUMENT IS   TO BE FILED AND   INDEXED IN  THE REAL ESTATE RECORDS  AND IS  ALSO TO BE INDEXED IN THE INDEX OF FINANCING STATEMENTS UNDER  THE NAMES OF   BORROWER, AS    "DEBTOR", AND LENDER, AS   "SECURED PARTY."  NOTICE PURSUANT TO SECTION 47-28-104 OF TENNESSEE CODE ANNOTATED:          This  Instrument is for "commercial purposes" and secures future advances which may be "obligatory  advances" as defined in § 47-28-101(a)(6) of Tennessee Code Annotated. The priority of all  advances made under this Instrument relates back to the time of the initial recording of this  Instrument and the Lien of all such future advances is prior and superior to the Lien of any  encumbrance or conveyance arising or recorded subsequent to the recording of this Instrument.                                      RECITAL   Borrower, in consideration of the Indebtedness and the trust created by this Instrument,  irrevocably grants, conveys, bargains, sells, confirms and assigns to Trustee, in trust, with power  of sale, the Mortgaged Property, including the Land located in Williamson County, State of  Tennessee and described in Exhibit A attached to this Instrument.                                   AGREEMENT   TO  SECURE   TO  LENDER   the repayment of the Indebtedness 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"), in the principal amount of $8,710,000.00, and all renewals,    Tennessee  Multifamily Deed of Trust, Absolute Assignment of  Leases and Rents and Security Agreement (Including Fixture Filing)  





 






extensions and modifications of the Indebtedness, and the performance of the covenants and  agreements of Borrower contained in the Loan Documents.  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.                               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,   Tennessee                                                                 Page2  Multifamily Deed of Trust, Absolute Assignment of  Leases and Rents and Security Agreement (Including Fixture Filing)  





 






      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.         "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"  nieans the entity identified as "Lender" in the first paragraph of this        Instrument, or any subsequent holder of the Note.   Tennessee                                                                 Page 3  Multifamily Deed of Trust, Absolute Assignment of  Leases and Rents and Security Agreement (Including Fixtnre Filing)  





 






      "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.        "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.    Tennessee                                                                 Page4  Multifamily Deed of Trust, Absolute Assignment of  Leases and Rents and Security Agreement (Including Fixture Filing)  





 






            (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.              (1)   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   Tennessee                                                                 Pages  Multifamily Deed of Trust, Absolute Assignment of  Leases and Rents and Security Agreement (Including Fixture Filing)  





 






      (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).        ( 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.   Tennessee                                                                 Page 6  Multifamily Deed of Trust, Absolute Assignment of  Leases and Rents and Security Agreement (Including Fixture Filing)  





 






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              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   Tennessee                                                                 Page7  Multifamily Deed of Trust, Absolute Assignment of  Leases and Rents and Security Agreement (Including Fixture Filing)  





 






                  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                    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.    Tennessee                                                                 Pages  Multifamily Deed of Trust, Absolute Assignment of  Leases and Rents and Security Agreement (Including Fixture Filing)  





 






      ( 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 tiine                    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   Tennessee                                                                 Page 9  Multifamily Deed of Trust, Absolute Assignment of  Leases and Rents and Security Agreement (Including Fixture Filing)  





 






                  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 Improvemerits.         (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.   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   Tennessee                                                                Page 10  Multifamily Deed of Trust, Absolute Assigumeut of  Leases aud Rents and Security Agreement (Including Fixture Filing)  





 






                  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                    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.   Tennessee                                                                Page 11  Multifamily Deed of Trust, Absolute Assignment of  Leases and Rents and Security Agreement (Including Fixture Filing)  





 






      (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.         (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 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                    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.   Tennessee                                                                Page 12  Multifamily Deed of Trust, Absolute Assignment of  Leases and Rents and Security Agreement (Including Fixture Filing)  





 






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.         (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   Tennessee                                                                Page 13  Multifamily Deed of Trust, Absolute Assignment of  Leases and Rents and Security Agreement (Including Fixture Filing)  





 






      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.        (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   Tennessee                                                                Page 14  Multifamily Deed of Trust, Absolute Assignment of  Leases and Rents and Security Agreement (Including Fixture Filing)  





 






            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              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    Tennessee                                                                Page 15  Multifamily Deed of Trust, Absolute Assignment of  Leases and Rents and Security Agreement (Including Fixture Filing)  





 






            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.         (t)   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   Tennessee                                                                Page 16  Multifamily Deed of Trust, Absolute Assignment of  Leases and Rents and Secnrity Agreement (Including Fixture Filing)  





 






            further demand and Lender will have the STATUTORY POWER OF SALE and              any other remedies permitted by applicable 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 through the Trustee              without prior judicial hearing. Borrower has the right to bring an action to assert              the non-existence of an Event of Default or any other defense of Borrower to              acceleration and sale. Lender will be entitled to collect all costs and expenses              incurred in pursuing such remedies, including attorneys' fees, costs of              documentary evidence, abstracts and title reports.         (b)   If Lender invokes the power of sale, Trustee will give notice of sale by public              advertisement for the time and in the manner provided by the laws of Tennessee,              and Lender or Trustee will mail a copy of the notice of sale to Borrower in the              manner provided in Section 11.03 of the Loan Agreement. Trustee, without              demand on Borrower, will sell the Mortgaged Property at the time and under the              terms designated in the notice of sale at public auction to the highest bidder, in              one or more parcels and in such order as Trustee may determine. Trustee may              postpone sale of all or any part of the Mortgaged Property by public              announcement at the time and place of any previously scheduled sale. If the              Mortgaged Property is located in 2 or more counties, it may all be sold in one of              the counties if Trustee so elects. Otherwise, the sale will occur in the county in              which the Land is located unless Trustee, in its reasonable discretion, elects to              conduct the sale elsewhere. The sale will be held at such location in the county as              the foreclosure notice may specify. One or more exercises of the power of sale              provided for in this Instrument will not extinguish or exhaust said power until the              entire Mortgaged Property has been sold or the Indebtedness has been paid in full.              It is agreed that Lender, in the event of any sale of the Mortgaged Property, may              bid and buy as any third person might, but Lender will not be required to present              cash at the sale except to the extent, if any, by which Lender's bid exceeds the              amount of the indebtedness secured hereby, including all expenses of collection              and sale provided for in this Instrument. Trustee may delegate, in Trustee's sole              discretion, any authority possessed under this Instrument, including the authority              to conduct a foreclosure sale. Without limiting the foregoing, Trustee may retain a              professional auctioneer to preside over the bidding, and the customary charge for              the auctioneer's services will be paid from sale proceeds as an expense of sale. If              prior to any foreclosure sale a third party represents to the Trustee in writing that              such party holds the next junior Lien to this Instrument (whether by judgment              Lien, junior deed of trust or otherwise), the Trustee may disburse surplus proceeds              to such third party in an amount not to exceed the amount of Lien alleged by the              third party in its written statement to the Trustee. A foreclosure sale may be              adjourned by Trustee and may  be reset at a later time and/or date by              announcement at the time and place of the originally advertised sale and without              any further publication. The foreclosure sale of the Mortgaged Property will be              conducted for cash to be tendered upon the conclusion of the bidding; provided,              however, Trustee may accept a check issued or certified by a local bank as              consideration for the sale and if, in Trustee's sole discretion, Trustee announces              before or after bidding that, upon the failure of the high bidder to complete the              sale for cash within one hour, the Mortgaged Property may be sold to the second              highest bidder, and if the high bidder should subsequently fail to complete the              purchase within that time, then Trustee may, at its option, close the sale of the   Tennessee                                                                Page 17  Multifamily Deed of Trust, Absolute Assignment of  Leases and Rents and Security Agreement (Including Fixture Filing)  





 






            Mortgaged Property to the second highest bidder. Borrower further agrees that, in              the event of any sale hereunder, it will at once surrender possession of the              Mortgaged Property, will from the moment of sale be the tenant at will of the              purchaser, will be removable by process and will be liable to pay said purchaser              the reasonable rental value of said Mortgaged Property after such sale. Lender or              Trustee may, after default, advise third parties of the amount ( or estimated              amount) of principal, interest and expenses that will be outstanding as of the date              of any foreclosure sale and may share any other available information regarding              the Mortgaged Property. Following the occurrence of a default hereunder, any              "release" provision included in this Instrument or in any other document whereby              Lender agreed to release all or part of the Mortgaged Property upon the payment              of less than all of the Indebtedness will become void, and Lender will no longer              be obligated to release any of the Mortgaged Property until the Indebtedness has              been paid in full. Borrower agrees that Borrower will not bid at any sale              hereunder and will not allow others to bid on Borrower's behalf unless, at the              · time of sale, Borrower has cash sufficient to pay at the sale the amount of its bid.        ( c)  Within a reasonable time after the sale, Trustee will deliver to the purchaser at the              sale, a deed conveying the Mortgaged Property so sold without any covenant or              warranty, express or implied. The recitals in Trustee's deed will be prima facie              evidence of the truth of the statements made therein. Trustee will apply the              proceeds of the sale in the following order: (i) to all costs and expenses of the              sale, including Trustee's fees, attorneys' fees and costs of title evidence; (ii) to the              Indebtedness in such order as Lender, in Lender's sole discretion, directs; and (iii)              the excess, if any, to the person or persons legally entitled thereto.   32.   Release. Upon payment of the Indebtedness, Lender will release this Instrument.        Borrower will pay Lender's reasonable costs incurred in releasing this Instrument.   33.   Substitute Trustee. Lender, at Lender's option, may from time to time remove Trustee        and appoint a successor trustee to any Trustee appointed hereunder by an instrument        recorded in the county in which this Instrument is recorded. Without conveyance of the        Mortgaged Property, the successor trustee will succeed to all the title, power and duties        conferred upon the Trustee in this Instrument and by applicable law.   34.   No  Consent to Senior Liens. Lender has not consented and will not consent to any        contract or to any work or to the furnishing of any materials which might be deemed to        create a Lien or Liens superior to the Lien of this Instrument, either under § 66-11-108 of        Tennessee Code Annotated, or otherwise.   35.   Trustee Provisions.         (a)   Trustee is hereby released from all obligations imposed by statute that can be              waived including any requirement or qualification or bond.         (b)   Trustee will be entitled to reasonable  compensation for all services rendered,              whether or not a foreclosure is held hereunder, and will be reimbursed for all              reasonable expenses, charges and attorneys' fees, including fees for legal advice              concerning Trustee's duties and rights in the Mortgaged Property and title              examinations.   Tennessee                                                                Page 18  Multifamily Deed of Trust, Absolute Assignment of  Leases and Rents and Security Agreement (Including Fixture Filing)  





 






      (c)   Trustee may rely on any document believed by Trustee in good faith to be              genuine. All money received by Trustee will, until used or applied as in this              Instrument provided, be held in trust, but need not be segregated ( except to the              extent required by law), and Trustee will not be liable for interest thereon.        ( d)  If the Trustee will be made a party to or will intervene in any action or proceeding              affecting the Mortgaged Property or the title thereto, or the interest of the Trustee              or Lender under this Instrument, the Trustee and Lender will be reimbursed by              Borrower, immediately and without demand, for all reasonable costs, charges and              attorneys' fees incurred by him or either of them in any such case, and the same              will be secured hereby as a further charge and Lien upon the Mortgaged Property.   36.   Waiver. Borrower waives all right of homestead exemption the Mortgaged Property,        together with the equity of redemption and the statutory right of redemption and all rights        of Borrower expressed in T.C.A. § 66-8-101, et seq., as the same may be amended from        time to time, and Borrower relinquishes all right of dower and curtesy in the Mortgaged        Property. Borrower agrees, to the full extent permitted by law, that in case of a default on        the part of Borrower hereunder, neither Borrower nor anyone claiming through or under        Borrower hereunder will set up, claim or seek to take advantage of any appraisement,        valuation, stay, extension, homestead, exemption or redemption laws now or hereafter in        force, in order to prevent or hinder the enforcement or foreclosure of this Instrument, or        the absolute sale of the Mortgaged Property, or the delivery of possession thereof        immediately after such sale to the purchaser at such sale, and Borrower, for itself and all        who may at any time claim through or under it, hereby waives and renounces to the full        extent that it may lawfully so do so, the benefit of all such laws, and any and all right to        have the assets subject to the security interest of this Instrument marshalled upon any        foreclosure or sale under the power granted in this Instrument.  37.   Indebtedness Secured Hereby Not Limited By Statement For Tax And Registration        Authorities. Any legend appearing on the face of this Instrument and any affidavit that        may  be submitted to recording authorities with this Instrument pursuant to any        requirement of taxation or registration authorities is included for the benefit of such        authorities only and does not affect the terms of Lender's agreement with Borrower as        provided by this Instrument and by other documents pertaining to the Indebtedness or the        priority of the Lien of this Instrument or any advances made under this Instrument.  38.   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 WAIVER              OF  RIGHT   TO TRIAL   BY JURY   IS SEPARATELY    GIVEN  BY  EACH    Tennessee                                                                Page 19  Multifamily Deed of Trust, Absolute Assignment of  Leases and Rents and Security Agreement (Including Fixture Filing)  





 






            PARTY,  KNOWINGLY AND      VOLUNTARILY WITH THE BENEFIT OF              COMPETENT LEGAL COUNSEL.   39.   Attached Riders. The following Riders are attached to this Instrument:         [X]      Rider to Security Instrument - Trade Names   40.   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)        D        ExhibitB    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    Tennessee                                                                Page 20  Multifamily Deed of Trust, Absolute Assignment of  Leases and Rents and Secnrity Agreement (Including Fixture Filing)  





 






                                   BORROWER:                                      STAR HERITAGE PLACE, LLC, a Delaware                                        limited liability company                                     By: Steadfast Apartment Advisor, LLC, a                                         Delaware limited liability company, its                                         Manager                                          By:  C ,AJ., ,,1 ~ '.'----Y\.                                              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'-"a"'ng"'e=------- County ss:         On this --11th_ day of July      , 2018, before me personally appeared Ella S.  Neyland, President of Steadfast Apaiiment Advisor, LLC, a Delaware limited liability company,  Manager of STAR Heritage Place, LLC, a Delaware limited liability company, to me known to  be the person who executed the foregoing instrument on behalf of said limited liability company,  and acknowledged the execution of the same to be the free act and deed of said limited liability  company. Witness my hand and official seal.   My Commission Expires: 10/04/2018                  LAURIE SANDERS (               COMM. #208486~ z              Notary Public - Cahforma g                 Orange County             M Comm. Expires Oct. 4, 2018    Tennessee                                                            Page S-1  Multifamily Deed of Trust, Absolute Assignment of  Leases and Rents and Security Agreement (Including Fixture Filing)  





 






             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.                                O                   LAURIE SANDERS \          WITNESS my hand and official seal.                 COMM. #2084_867 ~                 Notary Public • Cahforn1a ~                   Orange County                M Comm. Expires Oct. 4, 2018  





 






              RIDER TO MULTIFAMILY SECURITY INSTRUMENT                                   TRADENAMES                                   (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                                Heritage Place Apartments   Land lying in the Ninth Civil District of Williamson County, Franklin, Tennessee, described as  follows:  Beginning at an iron pin ( old) being southeasterly corner of the hereon described tract, also being  South 03 deg. 28 min. 00 sec. West, a distance of 610 feet from Highway 96 and being more  particularly described as follows:   Thence, along or near the northerly line of Indian Spring Condominiums of record in Deed Book  660, Page 695, R.O.W.C. North 86 deg. 35 min. 23 sec. West, a distance of 499.80 feet; thence  along or near the easterly line of Heritage Place Subdivision of record in Plat Book 7, page 136,  R.O.W.C. North 03 deg. 25 min. 41 sec. East, a distance of 588.89 feet to an iron pin (old);   thence, along or near the southerly line of Royal Oaks Subdivision, Section Two of record in Plat  Book 4, Page 32, R.0.W.C. North 86 deg. 21 min. 17 sec. East, a distance of 713.66 feet to an  iron pin (old); thence, along or the westerly lines of Williamson Square ofrecord in Plat Book 12,  Page 98, R.O.W.C. the next three (3) courses and distances;   Thence, South 03 deg. 18 min. 22 sec. West, a distance of 281.90 feet to an iron pin (old);  thence, North 86 deg. 42 min. 06 sec. West, a distance of208.81 feet to an iron pin (old); thence,  South 03 deg. 27 min. 35 sec. West, a distance of394.24 feet to the point of beginning.   Being the same property conveyed to STAR HERITAGE PLACE, LLC,  a Delaware limited  liability company, by Special Warranty Deed of record in Book 6435, Page 890, in the Register's  Office of Williamson County, Tennessee.    The source of Borrower's interest in the above described property was a Special Warranty  Deed  recorded at Book 6435, Page 890 in the Williamson County, Tennessee Register's  Office.    Tennessee                                                               Page A-1  Multifamily Deed of Trust, Absolute Assignment of  Leases and Rents and Security Agreement (Including Fixtnre Filing)  





 






                                                copy as the same appears in our                                                  files.   Prepared by, and after recordmg                 BY~.L----1........-,\"- return to:  Jeremy M. McLean, Esquire  Troutman Sanders LLP  Post Office Box 1122  Richmond, Virginia 23218-1122                                                     Freddie Mac Loan No. 504021338                                                           Heritage Place Apartments                     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. Jaws 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 of Trust, Absolute Assignment of Leases and Rents  and Security Agreement (Including Fixture Filing), dated as of July 31, 2018, entered into by  STAR HERITAGE PLACE, LLC, a Delaware limited liability company ("Borrower") for the  benefit of Assignor, securing an indebtedness of Borrower to Assignor in the principal amount of  $8,710,000.00 recorded in the land records of Williamson County, Tennessee 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    STATE OF _______________ County ss:        On this __ day of             , 2018, before me personally appeared~  Tyler, Vice President of PNC Bank, National Association, a national banking as§P-Gi.~-t;-~~  known to be the person who executed the foregoing instrument on be)lal-fof said national  banking association, and acknowledged the execution of the same to e--tiie free act and deed of  said national banking association. Witness my hand and official  My Commission Expires:                                                   Notary Public    Assignment of Security Instrument                                 Page S-1  





 






 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMEt~T                                     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 California(\  ~~ll                 )   County of      (_)(,U'\  ~ D               )                          N             O       ·   On   Jul\,/     I~,~ ll?     before me,   C@ ~!Jgl"IV~J                  o+cvy      n,ib/ 1?)               I Date                  l<tl Ii     ze:nsQr   ~f'/78,,ijlJJL[itle  of the Officer   personally appeared ------------~--------l_,__,-r.,J"___________                          _                                                   Name(s) of Signer(s)    who  proved to me  on the basis of satisfactory evidence to be the person'8j" whose namewis/a.er   subscribed to the within instrument and acknowledged to me that ~she/tt.01 executed the same in   bis1her/t!.ei!'authorized capacity(~and that by (Jia1'1ler/tJ;lefrsignature""1-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 correct.       oseneseneenel                            WITNESS my hand and official seal.               .   CIA THONGRIVONG     I           Notary Public-California z     ~             San Diego County ~     z            Commission# 2196629       •       My Coinm. Expires Ma~ 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 Dont,1.QJ._ent     • r "" "·.   ~ InsmA           Title or Type of Document: /ju'l:,\~ t'\~vt::UEW       t'I   ument  Date: ________    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 Other: _______________                        D  Other: ______________   Signer Is Representing: __________               Signer Is Representing: __________     ~@-@.'W"@M'@~m'&C cZ,:ibi~@"®Wt.C                                                         cd   ©2014 National Notary Association· www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907  





 






                                  EXHIBITA                           DESCRIPTION OF THE PROPERTY                                Heritage Place Apartments   Land lying in the Ninth Civil District of Williamson County, Franklin, Tennessee, described as  follows:  Beginning at an iron pin ( old) being southeasterly comer of the hereon described tract, also being  South 03 deg. 28 min. 00 sec. West, a distance of 610 feet from Highway 96 and being more  particularly described as follows:  Thence, along or near the northerly line of Indian Spring Condominiums of record in Deed Book  660, Page 695, R.0.W.C. North 86 deg. 35 min. 23 sec. West, a distance of 499.80 feet; thence  along or near the easterly line of Heritage Place Subdivision of record in Plat Book 7, page 136,  R.O.W.C. North 03 deg. 25 min. 41 sec. East, a distance of 588.89 feet to an iron pin (old); thence,  along or near the southerly line of Royal Oaks Subdivision, Section Two of record in Plat Book 4,  Page 32, R.O.W.C. North 86 deg. 21 min. 17 sec. East, a distance of 713.66 feet to an iron pin  (old); thence, along or the westerly lines of Williamson Square of record in Plat Book 12, Page 98,  R.O.W.C. the next three (3) courses and distances;  Thence, South 03 deg. 18 min. 22 sec. West, a distance of281.90 feet to an iron pin (old); thence,  North 86 deg. 42 min. 06 sec. West, a distance of208.81 feet to an iron pin (old); thence, South  03 deg. 27 min. 35 sec. West, a distance of394.24 feet to the point of beginning.   Being the same property conveyed.to STAR HERITAGE PLACE,  LLC, a Delaware limited  liability company, by Special Warranty Deed of record in Book 6435, Page 890, in the Register's  Office of Williamson County, Tennessee.    Assignment of Security Instrument                                       Page A-1