Exhibit 10.9


 


Prepared by, and after recording


return to:


 


Brian J. Iwashyna, Esquire


Troutman Sanders LLP


P.O. Box 1122


Richmond, VA 23218


 


MULTIFAMILY DEED OF TRUST,


ASSIGNMENT OF LEASES AND RENTS,


SECURITY AGREEMENT


AND FIXTURE FILING


 


(TEXAS)


 


NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU
ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST
IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER’S LICENSE
NUMBER


 


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Fox Hill Apartments


 


MULTIFAMILY DEED OF TRUST,


ASSIGNMENT OF LEASES AND RENTS,


SECURITY AGREEMENT


AND FIXTURE FILING


 


This MULTIFAMILY DEED OF
TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (as amended, restated, replaced, supplemented, or
otherwise modified from time to time, the “Security Instrument”) dated as of the 26th day of March, 2015, is
executed by BR FOX HILLS TIC-1, LLC, a Delaware limited liability company and BR FOX HILLS TIC-2, LLC, a Delaware
limited liability company, as tenants in common, as grantor (individually and together, “Borrower”), to GARY
S. FARMER, as trustee (“Trustee”), for the benefit of WALKER & DUNLOP, LLC, a limited liability
company organized and existing under the laws of Delaware, as beneficiary (“Lender”).


 


Borrower, in consideration
of (i) the loan in the original principal amount of $26,705,000.00 (the “Mortgage Loan”) evidenced by that
certain Multifamily Note dated as of the date of this Security Instrument, executed by Borrower and made payable to the order of
Lender (as amended, restated, replaced, supplemented, or otherwise modified from time to time, the “Note”),
(ii) that certain Multifamily Loan and Security Agreement dated as of the date of this Security Instrument, executed by and
between Borrower and Lender (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Loan
Agreement”), and (iii) the trust created by this Security Instrument, and to secure to Lender the repayment of the
Indebtedness (as defined in this Security Instrument), and all renewals, extensions and modifications thereof, and the performance
of the covenants and agreements of Borrower contained in the Loan Documents (as defined in the Loan Agreement), excluding the Environmental
Indemnity Agreement (as defined in this Security Instrument), irrevocably and unconditionally mortgages, grants, warrants, conveys,
bargains, sells, and assigns to Trustee, in trust, for benefit of Lender, with power of sale and right of entry and possession,
the Mortgaged Property (as defined in this Security Instrument), including the real property located in Travis County, State of
Texas, and described in Exhibit A attached to this Security Instrument and incorporated by reference (the “Land”),
to have and to hold such Mortgaged Property unto Trustee and Trustee’s successors and assigns, forever; Borrower hereby releasing,
relinquishing and waiving, to the fullest extent allowed by law, all rights and benefits, if any, under and by virtue of the homestead
exemption laws of the Property Jurisdiction (as defined in this Security Instrument), if applicable.


 


Borrower represents and
warrants that Borrower is lawfully seized of the Mortgaged Property and has the right, power and authority to mortgage, grant,
warrant, convey, bargain, sell, and assign the Mortgaged Property, and that the Mortgaged Property is not encumbered by any Lien
(as defined in this Security Instrument) other than Permitted Encumbrances (as defined in this Security Instrument). Borrower covenants
that Borrower will warrant and defend the title to the Mortgaged Property against all claims and demands other than Permitted Encumbrances.


 


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Borrower, and by their
acceptance hereof, each of Trustee and Lender covenants and agrees as follows:


 


1.          Defined
Terms.


 


Capitalized terms used
and not specifically defined herein have the meanings given to such terms in the Loan Agreement. All terms used and not specifically
defined herein, but which are otherwise defined by the UCC, shall have the meanings assigned to them by the UCC. The following
terms, when used in this Security Instrument, shall have the following meanings:


 


“Condemnation Action” means
any action or proceeding, however characterized or named, relating to any condemnation or other taking, or conveyance in lieu thereof,
of all or any part of the Mortgaged Property, whether direct or indirect.


 


“Enforcement Costs” means
all expenses and costs, including reasonable attorneys’ fees and expenses, fees and out-of-pocket expenses of expert witnesses
and costs of investigation, incurred by Lender as a result of any Event of Default under the Loan Agreement or in connection with
efforts to collect any amount due under the Loan Documents, or to enforce the provisions of the Loan Agreement or any of the other
Loan Documents, including those incurred in post-judgment collection efforts and in any bankruptcy or insolvency proceeding (including
any action for relief from the automatic stay of any bankruptcy proceeding or Foreclosure Event) or judicial or non-judicial
foreclosure proceeding, to the extent permitted by law.


 


“Environmental Indemnity Agreement”
means that certain Environmental Indemnity Agreement dated as of the date of this Security Instrument, executed by Borrower to
and for the benefit of Lender, as the same may be amended, restated, replaced, supplemented, or otherwise modified from time to
time.


 


“Environmental Laws” has
the meaning set forth in the Environmental Indemnity Agreement.


 


“Event of Default” has the
meaning set forth in the Loan Agreement.


 


“Fixtures”
means all Goods that are so attached or affixed to the Land or the Improvements as to constitute a fixture under the laws of the
Property Jurisdiction.


 


“Goods” means all of Borrower’s
present and hereafter acquired right, title and interest in all goods which are used now or in the future in connection with the
ownership, management, or operation of the Land or the Improvements or are located on the Land or in the Improvements, including
inventory; furniture; furnishings; machinery, equipment, engines, boilers, incinerators, and installed building materials; systems
and equipment for the purpose of supplying or distributing heating, cooling, electricity, gas, water, air, or light; antennas,
cable, wiring, and conduits used in connection with radio, television, security, fire prevention, or fire detection, or otherwise
used to carry electronic signals; telephone systems and equipment; elevators and related machinery and equipment; fire detection,
prevention and extinguishing systems and apparatus; security and access control systems and apparatus; plumbing systems; water
heaters, ranges, stoves, microwave ovens, refrigerators, dishwashers, garbage disposers, washers, dryers, and other appliances;
light fixtures, awnings, storm windows, and storm doors; pictures, screens, blinds, shades, curtains, and curtain rods; mirrors,
cabinets, paneling, rugs, and floor and wall coverings; fences, trees, and plants; swimming pools; exercise equipment; supplies;
tools; books and records (whether in written or electronic form); websites, URLs, blogs, and social network pages; computer equipment
(hardware and software); and other tangible personal property which is used now or in the future in connection with the ownership,
management, or operation of the Land or the Improvements or are located on the Land or in the Improvements.


 


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“Imposition Deposits” means
deposits in an amount sufficient to accumulate with Lender the entire sum required to pay the Impositions when due.


 


“Impositions” means


 


(a)          any
water and sewer charges which, if not paid, may result in a lien on all or any part of the Mortgaged Property;


 


(b)          the
premiums for fire and other casualty insurance, liability insurance, rent loss insurance and such other insurance as Lender may
require under the Loan Agreement;


 


(c)          Taxes;
and


 


(d)          amounts
for other charges and expenses assessed against the Mortgaged Property which Lender at any time reasonably deems necessary to protect
the Mortgaged Property, to prevent the imposition of liens on the Mortgaged Property, or otherwise to protect Lender’s interests,
all as reasonably determined from time to time by Lender.


 


“Improvements” means the
buildings, structures, improvements, and alterations now constructed or at any time in the future constructed or placed upon the
Land, including any future replacements, facilities, and additions and other construction on the Land.


 


“Indebtedness” means the
principal of, interest on, and all other amounts due at any time under the Note, the Loan Agreement, this Security Instrument or
any other Loan Document (other than the Environmental Indemnity Agreement and Guaranty), including Prepayment Premiums, late charges,
interest charged at the Default Rate, and accrued interest as provided in the Loan Agreement and this Security Instrument, advances,
costs and expenses to perform the obligations of Borrower or to protect the Mortgaged Property or the security of this Security
Instrument, all other monetary obligations of Borrower under the Loan Documents (other than the Environmental Indemnity Agreement),
including amounts due as a result of any indemnification obligations, and any Enforcement Costs.


 


“Land” means the real property
described in Exhibit A.


 


“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
thereof.


 


“Lien” means any claim or
charge against property for payment of a debt or an amount owed for services rendered, including any mortgage, deed of trust, deed
to secure debt, security interest, tax lien, any materialman’s or mechanic’s lien, or any lien of a Governmental Authority,
including any lien in connection with the payment of utilities, or any other encumbrance.


 


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“Mortgaged Property” means
all of Borrower’s present and hereafter acquired right, title and interest, if any, in and to all of the following:


 


(a)          the
Land;


 


(b)          the
Improvements;


 


(c)          the
Personalty;


 


(d)          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 benefitting 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;


 


(e)          insurance
policies relating to the Mortgaged Property (and any unearned premiums) and all proceeds paid or to be paid by any insurer
of the Land, the Improvements, the Personalty, or any other part of the Mortgaged Property, whether or not Borrower obtained the
insurance pursuant to Lender’s requirements;


 


(f)          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 Personalty, or any other part of the Mortgaged Property, including any awards or settlements resulting from (1) Condemnation
Actions, (2) any damage to the Mortgaged Property caused by governmental action that does not result in a Condemnation Action,
or (3) the total or partial taking of the Land, the Improvements, 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;


 


(g)          contracts,
options and other agreements for the sale of the Land, the Improvements, 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;


 


(h)          Leases
and Lease guaranties, letters of credit and any other supporting obligation for any of the Leases given in connection with any
of the Leases, and all Rents;


 


(i)          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 Mortgage Loan and, if Borrower is a cooperative housing corporation, maintenance charges or
assessments payable by shareholders or residents;


 


(j)          Imposition
Deposits;


 


(k)          refunds
or rebates of Impositions by any municipal, state or federal authority or insurance company (other than refunds applicable to periods
before the real property tax year in which this Security Instrument is dated);


 


(l)          tenant
security deposits;


 


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(m)          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;


 


(n)          Collateral
Accounts and all Collateral Account Funds;


 


(o)          products,
and all cash and non-cash proceeds from the conversion, voluntary or involuntary, of any of the above into cash or liquidated claims,
and the right to collect such proceeds; and


 


(p)          all
of Borrower’s right, title and interest in the oil, gas, minerals, mineral interests, royalties, overriding royalties, production
payments, net profit interests and other interests and estates in, under and on the Mortgaged Property and other oil, gas and mineral
interests with which any of the foregoing interests or estates are pooled or unitized.


 


“Permitted Encumbrance”
means only the easements, restrictions and other matters listed in a schedule of exceptions to coverage in the Title Policy and
Taxes for the current tax year that are not yet due and payable.


 


“Personalty” means all of
Borrower’s present and hereafter acquired right, title and interest in all Goods, accounts, choses of action, chattel paper,
documents, general intangibles (including Software), payment intangibles, instruments, investment property, letter of credit rights,
supporting obligations, computer information, source codes, object codes, records and data, all telephone numbers or listings,
claims (including claims for indemnity or breach of warranty), deposit accounts and other property or assets of any kind or nature
related to the Land or the Improvements now or in the future, including operating agreements, surveys, plans and specifications
and contracts for architectural, engineering and construction services relating to the Land or the Improvements, and all other
intangible property 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.


 


“Prepayment Premium” has
the meaning set forth in the Loan Agreement.


 


“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 from the Land or the Improvements, including subsidy
payments received from any sources, including payments under any “Housing Assistance Payments Contract” or other rental
subsidy agreement (if any), 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 tenant security deposits.


 


“Software” means a computer
program and any supporting information provided in connection with a transaction relating to the program. The term does not include
any computer program that is included in the definition of Goods.


 


“Taxes” means all taxes,
assessments, vault rentals and other charges, if any, general, special or otherwise, including 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, may become a lien, on the Land or the Improvements or any taxes upon any Loan Document.


 


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“Title Policy” has the meaning
set forth in the Loan Agreement.


 


“UCC” means the Uniform
Commercial Code in effect in the Property Jurisdiction, as amended from time to time.


 


“UCC Collateral” means any
or all of that portion of the Mortgaged Property in which a security interest may be granted under the UCC and in which Borrower
has any present or hereafter acquired right, title or interest.


 


2.          Security
Agreement; Fixture Filing.


 


(a)          To
secure to Lender, the repayment of the Indebtedness, and all renewals, extensions and modifications thereof, and the performance
of the covenants and agreements of Borrower contained in the Loan Documents, Borrower hereby pledges, assigns, and grants to Lender
a continuing security interest in the UCC Collateral. This Security Instrument constitutes a security agreement and a financing
statement under the UCC. This Security Instrument also constitutes a financing statement pursuant to the terms of the UCC with
respect to any part of the Mortgaged Property that is or may become a Fixture under applicable law, and will be recorded as a “fixture
filing” in accordance with the UCC. Borrower hereby authorizes Lender to 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
without the signature of Borrower. If an Event of Default has occurred and is continuing, Lender shall have the remedies of a secured
party under the UCC or otherwise provided at law or in equity, in addition to all remedies provided by this Security Instrument
and in any Loan Document. Lender may exercise any or all of its remedies against the UCC Collateral separately or together, and
in any order, without in any way affecting the availability or validity of Lender’s other remedies. For purposes of the UCC,
the debtor is Borrower and the secured party is Lender. The name and address of the debtor and secured party are set forth after
Borrower’s signature below which are the addresses from which information on the security interest may be obtained.


 


(b)          Borrower
represents and warrants that: (1) Borrower maintains its chief executive office at the location set forth after Borrower’s
signature below, and Borrower will notify Lender in writing of any change in its chief executive office within five (5) days
of such change; (2) Borrower is the record owner of the Mortgaged Property; (3) Borrower’s state of incorporation,
organization, or formation, if applicable, is as set forth on Page 1 of this Security Instrument; (4) Borrower’s
exact legal name is as set forth on Page 1 of this Security Instrument; (5) Borrower’s organizational identification
number, if applicable, is as set forth after Borrower’s signature below; (6) Borrower is the owner of the UCC Collateral
subject to no liens, charges or encumbrances other than the lien hereof; (7) except as expressly provided in the Loan Agreement,
the UCC Collateral will not be removed from the Mortgaged Property without the consent of Lender; and (8) no financing statement
covering any of the UCC Collateral or any proceeds thereof is on file in any public office except pursuant hereto.


 


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(c)          All
property of every kind acquired by Borrower after the date of this Security Instrument which by the terms of this Security Instrument
shall be subject to the lien and the security interest created hereby, shall immediately upon the acquisition thereof by Borrower
and without further conveyance or assignment become subject to the lien and security interest created by this Security Instrument.
Nevertheless, Borrower shall execute, acknowledge, deliver and record or file, as appropriate, all and every such further deeds
of trust, mortgages, deeds to secure debt, security agreements, financing statements, assignments and assurances as Lender shall
require for accomplishing the purposes of this Security Instrument and to comply with the rerecording requirements of the UCC.


 


3.          Assignment
of Leases and 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 Leases
and Rents. It is the intention of Borrower to establish present, absolute and irrevocable transfers and assignments to Lender of
all Leases and Rents and to authorize and empower Lender to collect and receive all Rents without the necessity of further action
on the part of Borrower. Borrower and Lender intend the assignments of Leases and Rents to be effective immediately and to constitute
absolute present assignments, and not assignments for additional security only. Only for purposes of giving effect to these absolute
assignments of Leases and Rents, and for no other purpose, the Leases and Rents shall not be deemed to be a part of the Mortgaged
Property. However, if these present, absolute and unconditional assignments of Leases and Rents are not enforceable by their terms
under the laws of the Property Jurisdiction, then each of the Leases and Rents shall be included as part of the Mortgaged Property,
and it is the intention of Borrower, in such circumstance, that this Security Instrument create and perfect a lien on each of the
Leases and Rents in favor of Lender, which liens shall be effective as of the date of this Security Instrument.


 


(b)          Until
an Event of Default has occurred and is continuing, but subject to the limitations set forth in the Loan Documents, Borrower shall
have a revocable license to exercise all rights, power and authority granted to Borrower under the Leases (including the right,
power and authority to modify the terms of any Lease, extend or terminate any Lease, or enter into new Leases, subject to the limitations
set forth in the Loan Documents), and 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 Monthly Debt Service Payments and the other amounts then due and payable under the other Loan Documents,
including Imposition Deposits, and to pay the current costs and expenses of managing, operating and maintaining the Mortgaged Property,
including utilities and Impositions (to the extent not included in Imposition Deposits), tenant improvements and other capital
expenditures. So long as no Event of Default has occurred and is continuing (and no event which, with the giving of notice or the
passage of time, or both, would constitute an Event of Default has occurred and is continuing), the Rents remaining after application
pursuant to the preceding sentence may be retained and distributed by Borrower free and clear of, and released from, Lender’s
rights with respect to Rents under this Security Instrument.


 


(c)          If
an Event of Default has occurred and is continuing, 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,
the revocable license granted to Borrower pursuant to Section 3(b) shall automatically terminate, and Lender shall immediately
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) and, without notice, Lender shall be entitled to all Rents as they
become due and payable, including Rents then due and unpaid. During the continuance of an 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, and Borrower shall, upon Borrower’s receipt of any Rents from any sources, pay the total amount of such receipts
to Lender. Although the foregoing rights of Lender are self-effecting, at any time during the continuance of an Event of Default,
Lender may make demand for all Rents, and 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 shall be obligated to inquire further
as to the occurrence or continuance of an Event of Default, and no tenant shall be obligated to pay to Borrower any amounts that
are actually paid to Lender in response to such a notice. Any such notice by Lender shall be delivered to each tenant personally,
by mail or by delivering such demand to each rental unit.


 


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(d)          If
an Event of Default has occurred and is continuing, Lender may, regardless of the adequacy of Lender’s security or the solvency
of Borrower, and even in the absence of waste, enter upon, take and maintain full control of the Mortgaged Property, and may exclude
Borrower and its agents and employees therefrom, 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 (including through use of a lockbox, at Lender’s election), 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 this assignment of Rents, protecting the Mortgaged Property or the security
of this Security Instrument and the Mortgage Loan, or for such other purposes as Lender in its discretion may deem necessary or
desirable.


 


(e)          Notwithstanding
any other right provided Lender under this Security Instrument or any other Loan Document, if an Event of Default has occurred
and is continuing, and regardless of the adequacy of Lender’s security or 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 Section 3. 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 Security Instrument, expressly consents to the appointment of such receiver, including the appointment
of a receiver ex parte, if permitted by applicable law. Borrower consents to shortened time consideration of a motion to
appoint a receiver. Lender or the receiver, as applicable, shall be entitled to receive a reasonable fee for managing the Mortgaged
Property and such fee shall become an additional part of the Indebtedness. Immediately upon appointment of a receiver or Lender’s
entry upon and taking possession and control of the Mortgaged Property, possession of the Mortgaged Property and 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, shall be surrendered to Lender or the receiver, as applicable.  If
Lender or receiver takes possession and control of the Mortgaged Property, Lender or receiver may exclude Borrower and its representatives
from the Mortgaged Property.


 


(f)          The
acceptance by Lender of the assignments of the Leases and Rents pursuant to this Section 3 shall not at any time or in any
event obligate Lender to take any action under any Loan Document or to expend any money or to incur any expense. Lender shall not
be liable in any way for any injury or damage to person or property sustained by any Person in, on or about the Mortgaged Property.
Prior to Lender’s actual entry upon and taking possession and control of the Land and Improvements, Lender shall not be:


 


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(1)         obligated
to perform any of the terms, covenants and conditions contained in any Lease (or otherwise have any obligation with respect to
any Lease);


 


(2)         obligated
to appear in or defend any action or proceeding relating to any Lease or the Mortgaged Property; or


 


(3)         responsible
for the operation, control, care, management or repair of the Mortgaged Property or any portion of the Mortgaged Property.


 


The execution of this Security Instrument shall
constitute conclusive evidence that all responsibility for the operation, control, care, management and repair of the Mortgaged
Property is and shall be that of Borrower, prior to such actual entry and taking possession and control by Lender of the Land and
Improvements.


 


(g)          Lender
shall be liable to account only to Borrower and only for Rents actually received by Lender. Lender shall 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 this Section 3, and Borrower hereby releases and discharges Lender from any such liability to the fullest
extent permitted by law, provided that Lender shall not be released from liability that occurs as a result of Lender’s gross
negligence or willful misconduct as determined by a court of competent jurisdiction pursuant to a final, non-appealable court order.
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 shall be added to, and become a part of, the principal balance of the Indebtedness,
be immediately due and payable, and bear interest at the Default Rate from the date of disbursement until fully paid. Any entering
upon and taking control of the Mortgaged Property by Lender or the receiver, and any application of Rents as provided in this Security
Instrument, shall 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 Security Instrument or any Loan Document.


 


4.          Protection
of Lender’s Security.


 


If Borrower fails to perform
any of its obligations under this Security Instrument or any other Loan Document, or any action or proceeding is commenced that
purports to affect the Mortgaged Property, Lender’s security, rights or interests under this Security Instrument or any Loan
Document (including eminent domain, insolvency, code enforcement, civil or criminal forfeiture, enforcement of Environmental Laws,
fraudulent conveyance or reorganizations or proceedings involving a debtor or decedent), Lender may, at its option, make such appearances,
disburse or pay such sums and take such actions, whether before or after an Event of Default or whether directly or to any receiver
for the Mortgaged Property, as Lender reasonably deems necessary to perform such obligations of Borrower and to protect the Mortgaged
Property or Lender’s security, rights or interests in the Mortgaged Property or the Mortgage Loan, including:


 


(a)          paying
fees and out-of-pocket expenses of attorneys, accountants, inspectors and consultants;


 


(b)          entering
upon the Mortgaged Property to make repairs or secure the Mortgaged Property;


 


(c)          obtaining
(or force-placing) the insurance required by the Loan Documents; and


 


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(d)          paying
any amounts required under any of the Loan Documents that Borrower has failed to pay.


 


Any amounts so disbursed
or paid by Lender shall be added to, and become part of, the principal balance of the Indebtedness, be immediately due and payable
and bear interest at the Default Rate from the date of disbursement until fully paid. The provisions of this Section 4 shall
not be deemed to obligate or require Lender to incur any expense or take any action.


 


5.          Default;
Acceleration; Remedies.


 


(a)          If
an Event of Default has occurred and is continuing, Lender, at its option, may declare the Indebtedness to be immediately due and
payable without further demand, and may either with or without entry or taking possession as herein provided or otherwise, proceed
by suit or suits at law or in equity or any other appropriate proceeding or remedy (1) to enforce payment of the Mortgage Loan;
(2) to foreclose this Security Instrument judicially or non-judicially by the power of sale granted herein; (3) to enforce or exercise
any right under any Loan Document; and (4) to pursue any one (1)or more other remedies provided in this Security Instrument
or in any other Loan Document or otherwise afforded by applicable law. Each right and remedy provided in this Security Instrument
or any other Loan Document is distinct from all other rights or remedies under this Security Instrument or any other Loan Document
or otherwise afforded by applicable law, and each shall be cumulative and may be exercised concurrently, independently, or successively,
in any order. Borrower has the right to bring an action to assert the nonexistence of an Event of Default or any other defense
of Borrower to acceleration and sale.


 


(b)          Borrower
acknowledges that the power of sale granted in this Security Instrument may be exercised or directed by Lender without prior judicial
hearing. In the event Lender invokes the power of sale:


 


(1)         Lender
may, by and through the Trustee, or otherwise, sell or offer for sale the Mortgaged Property in such portions, order and parcels
as Lender may determine, with or without having first taken possession of the Mortgaged Property, to the highest bidder for cash
at public auction. Such sale shall be made at the courthouse door of the county in which all or any part of the Mortgaged Property
to be sold is situated (whether the parts or parcel, if any, situated in different counties are contiguous or not, and without
the necessity of having any Personalty present at such sale) on the first Tuesday of any month between the hours of 10:00 a.m.
and 4:00 p.m., after advertising the time, place and terms of sale and that portion of the Mortgaged Property to be sold by
posting or causing to be posted written or printed notice of sale at least twenty-one (21) days before the date of the sale
at the courthouse door of the county in which the sale is to be made and at the courthouse door of any other county in which a
portion of the Mortgaged Property may be situated, and by filing such notice with the County Clerk(s) of the county(s) in which
all or a portion of the Mortgaged Property may be situated, which notice may be posted and filed by the Trustee acting, or by any
person acting for the Trustee, and Lender has, at least twenty-one (21) days before the date of the sale, served written or
printed notice of the proposed sale by certified mail on each debtor obligated to pay the Indebtedness according to Lender’s
records by the deposit of such notice, enclosed in a postpaid wrapper, properly addressed to such debtor at debtor’s most
recent address as shown by Lender’s records, in a post office or official depository under the care and custody of the United
States Postal Service. The affidavit of any person having knowledge of the facts to the effect that such service was completed
shall be prima facie evidence of the fact of service;


 


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(2)         Trustee
shall deliver to the purchaser at the sale, within a reasonable time after the sale, a deed conveying the Mortgaged Property so
sold in fee simple with covenants of general warranty. Borrower covenants and agrees to defend generally the purchaser’s
title to the Mortgaged Property against all claims and demands. The recitals in Trustee’s deed shall be prima facie evidence
of the truth of the statements contained in those recitals;


 


(3)         Trustee
shall be entitled to receive fees and expenses from such sale not to exceed the amount permitted by applicable law; and


 


(4)         Lender
shall have the right to become the purchaser at any sale made under or by virtue of this Security Instrument and Lender so purchasing
at any such sale shall have the right to be credited upon the amount of the bid made therefor by Lender with the amount payable
to Lender out of the net proceeds of such sale. In the event of any such sale, the outstanding principal amount of the Mortgage
Loan and the other Indebtedness, if not previously due, shall be and become immediately due and payable without demand or notice
of any kind. If the Mortgaged Property is sold for an amount less than the amount outstanding under the Indebtedness, the deficiency
shall be determined by the purchase price at the sale or sales. Borrower waives all rights, claims, and defenses with respect to
Lender’s ability to obtain a deficiency judgment.


 


(c)          Borrower
acknowledges and agrees that the proceeds of any sale shall be applied as determined by Lender unless otherwise required by applicable
law.


 


(d)          In
connection with the exercise of Lender’s rights and remedies under this Security Instrument and any other Loan Document,
there shall be allowed and included as Indebtedness: (1) all expenditures and expenses authorized by applicable law and all other
expenditures and expenses which may be paid or incurred by or on behalf of Lender for reasonable legal fees, appraisal fees, outlays
for documentary and expert evidence, stenographic charges and publication costs; (2) all expenses of any environmental site assessments,
environmental audits, environmental remediation costs, appraisals, surveys, engineering studies, wetlands delineations, flood plain
studies, and any other similar testing or investigation deemed necessary or advisable by Lender incurred in preparation for, contemplation
of or in connection with the exercise of Lender’s rights and remedies under the Loan Documents; and (3) costs (which may
be reasonably estimated as to items to be expended in connection with the exercise of Lender’s rights and remedies under
the Loan Documents) of procuring all abstracts of title, title searches and examinations, title insurance policies, and similar
data and assurance with respect to title as Lender may deem reasonably necessary either to prosecute any suit or to evidence the
true conditions of the title to or the value of the Mortgaged Property to bidders at any sale which may be held in connection with
the exercise of Lender’s rights and remedies under the Loan Documents. All expenditures and expenses of the nature mentioned
in this Section 5, and such other expenses and fees as may be incurred in the protection of the Mortgaged Property and rents
and income therefrom and the maintenance of the lien of this Security Instrument, including the fees of any attorney employed by
Lender in any litigation or proceedings affecting this Security Instrument, the Note, the other Loan Documents, or the Mortgaged
Property, including bankruptcy proceedings, any Foreclosure Event, or in preparation of the commencement or defense of any proceedings
or threatened suit or proceeding, or otherwise in dealing specifically therewith, shall be so much additional Indebtedness and
shall be immediately due and payable by Borrower, with interest thereon at the Default Rate until paid.


 


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(e)          If
all or any part of the Mortgaged Property is sold pursuant to this Section 5, Borrower will be divested of any and all interest
and claim to the Mortgaged Property, including any interest or claim to all insurance policies, utility deposits, bonds, loan commitments
and other intangible property included as a part of the Mortgaged Property. Additionally, after a sale of all or any part of the
Land, Improvements, Fixtures and Personalty, Borrower will be considered a tenant at sufferance of the purchaser of the same, and
the purchaser shall be entitled to immediate possession of such property. If Borrower shall fail to vacate the Mortgaged Property
immediately, the purchaser may and shall have the right, without further notice to Borrower, to go into any justice court in any
precinct or county in which the Mortgaged Property is located and file an action in forcible entry and detainer, which action shall
lie against Borrower or its assigns or legal representatives, as a tenant at sufferance. This remedy is cumulative of any and all
remedies the purchaser may have under this Security Instrument or otherwise.


 


(f)          In
any action for a deficiency after a foreclosure under this Security Instrument, if any person against whom recovery is sought requests
the court in which the action is pending to determine the fair market value of the Mortgaged Property, as of the date of the foreclosure
sale, the following shall be the basis of the court’s determination of fair market value; provided that Borrower and any
guarantor hereby waive any rights to contest the amount of the deficiency claim afforded to Borrower and such guarantor under Tex. Prop.
Code Sections 51.003; 51.004 and 51.005; in the event the waiver of such provision is held invalid, that the valuation method
as currently set forth below shall be used;


 


(1)         the
Mortgaged Property shall be valued “as is” and in its condition as of the date of foreclosure, and no assumption of
increased value because of post-foreclosure repairs, refurbishment, restorations or improvements shall be made;


 


(2)         any
adverse effect on the marketability of title because of the foreclosure or because of any other title condition not existing as
of the date of this Security Instrument shall be considered;


 


(3)         the
valuation of the Mortgaged Property shall be based upon an assumption that the foreclosure purchaser desires a prompt resale of
the Mortgaged Property for cash within a six (6) month period after foreclosure;


 


(4)         although
the Mortgaged Property may be disposed of more quickly by the foreclosure purchaser, the gross valuation of the Mortgaged Property
as of the date of foreclosure shall be discounted for a hypothetical reasonable holding period (not to exceed six (6) months)
at a monthly rate equal to the average monthly interest rate on the Note for the twelve (12) months before the date of foreclosure;


 


(5)         the
gross valuation of the Mortgaged Property as of the date of foreclosure shall be further discounted and reduced by reasonable estimated
costs of disposition, including brokerage commissions, title policy premiums, environmental assessment and clean-up costs, tax
and assessment, prorations, costs to comply with legal requirements, and attorneys’ fees;


 


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(6)         expert
opinion testimony shall be considered only from a licensed appraiser certified by the State of Texas and, to the extent permitted
under Texas law, a member of the Appraisal Institute, having at least five (5) years’ experience in appraising property
similar to the Mortgaged Property in the county where the Mortgaged Property is located, and who has conducted and prepared a complete
written appraisal of the Mortgaged Property taking into considerations the factors set forth in this Security Instrument; no expert
opinion testimony shall be considered without such written appraisal;


 


(7)         evidence
of comparable sales shall be considered only if also included in the expert opinion testimony and written appraisal referred to
in the preceding paragraph; and


 


(8)         an
affidavit executed by Lender to the effect that the foreclosure bid accepted by Trustee was equal to or greater than the value
of the Mortgaged Property determined by Lender based upon the factors and methods set forth in subparagraphs (1) through (7) above
before the foreclosure shall constitute prima facie evidence that the foreclosure bid was equal to or greater than the fair market
value of the Mortgaged Property on the foreclosure date.


 


(g)          Lender
may, at Lender’s option, comply with these provisions in the manner permitted or required by Title 5, Section 51.002
of the Texas Property Code (relating to the sale of real estate) or by Chapter 9 of the Texas Business and Commerce Code (relating
to the sale of collateral after default by a debtor), as those titles and chapters now exist or may be amended or succeeded in
the future, or by any other present or future articles or enactments relating to same subject. Unless expressly excluded, the Mortgaged
Property shall include Rents collected before a foreclosure sale, but attributable to the period following the foreclosure sale,
and Borrower shall pay such Rents to the purchaser at such sale. At any such sale:


 


(1)         whether
made under the power contained in this Security Instrument, Section 51.002, the Texas Business and Commerce Code, any other
legal requirement or by virtue of any judicial proceedings or any other legal right, remedy or recourse, it shall not be necessary
for Trustee to have physically present, or to have constructive possession of, the Mortgaged Property (Borrower shall deliver to
Trustee any portion of the Mortgaged Property not actually or constructively possessed by Trustee immediately upon demand by Trustee)
and the title to and right of possession of any such Mortgaged Property shall pass to the purchaser as completely as if the Mortgaged
Property had been actually present and delivered to the purchaser at the sale;


 


(2)         each
instrument of conveyance executed by Trustee shall contain a general warranty of title, binding upon Borrower;


 


(3)         the
recitals contained in any instrument of conveyance made by Trustee shall conclusively establish the truth and accuracy of the matters
recited in the Instrument, including nonpayment of the Indebtedness and the advertisement and conduct of the sale in the manner
provided in this Security Instrument and otherwise by law and the appointment of any successor Trustee;


 


(4)         all
prerequisites to the validity of the sale shall be conclusively presumed to have been satisfied;


 


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(5)         the
receipt of Trustee or of such other party or officer making the sale shall be sufficient to discharge to the purchaser or purchasers
for such purchaser(s)’ purchase money, and no such purchaser or purchasers, or such purchaser(s)’ assigns or personal
representatives, shall thereafter be obligated to see to the application of such purchase money or be in any way answerable for
any loss, misapplication or nonapplication of such purchase money; and


 


(6)         to
the fullest extent permitted by law, Borrower shall be completely and irrevocably divested of all of Borrower’s right, title,
interest, claim and demand whatsoever, either at law or in equity, in and to the Mortgaged Property sold, and such sale shall be
a perpetual bar to any claim to all or any part of the Mortgaged Property sold, both at law and in equity, against Borrower and
against any person claiming by, through or under Borrower.


 


(h)          Any
action taken by Trustee or Lender pursuant to the provisions of this Section 5 shall comply with the laws of the Property
Jurisdiction. Such applicable laws shall take precedence over the provisions of this Section 5, but shall not invalidate or
render unenforceable any other provision of any Loan Document that can be construed in a manner consistent with any applicable
law. If any provision of this Security Instrument shall grant to Lender (including Lender acting as a mortgagee-in-possession),
Trustee or a receiver appointed pursuant to the provisions of this Security Instrument any powers, rights or remedies prior to,
upon, during the continuance of or following an Event of Default that are more limited than the powers, rights, or remedies that
would otherwise be vested in such party under any applicable law in the absence of said provision, such party shall be vested with
the powers, rights, and remedies granted in such applicable law to the full extent permitted by law.


 


6.          Waiver
of Statute of Limitations and Marshaling.


 


Borrower hereby waives
the right to assert any statute of limitations as a bar to the enforcement of the lien of this Security Instrument or to any action
brought to enforce any Loan Document. Notwithstanding the existence of any other security interests in the Mortgaged Property held
by Lender or by any other party, Lender shall have the right to determine the order in which any or all of the Mortgaged Property
shall be subjected to the remedies provided in this Security Instrument and/or any other Loan Document or by applicable law. Lender
shall 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. Borrower, for itself and all who may claim by, through, or under it, 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 Security
Instrument waives any and all right to require the marshaling 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 (at the same time or different times) in
connection with the exercise of any of the remedies provided in this Security Instrument or any other Loan Document, or afforded
by applicable law.


 


7.          Waiver
of Redemption; Rights of Tenants.


 


(a)          Borrower
hereby covenants and agrees that it will not at any time apply for, insist upon, plead, avail itself, or in any manner claim or
take any advantage of, any appraisement, stay, exemption or extension law or any so-called “Moratorium Law” now or
at any time hereafter enacted or in force in order to prevent or hinder the enforcement or foreclosure of this Security Instrument.
Without limiting the foregoing:


 


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(1)         Borrower
for itself and all Persons who may claim by, through, or under Borrower, hereby expressly waives any so-called “Moratorium
Law” and any and all rights of reinstatement and redemption, if any, under any order or decree of foreclosure of this Security
Instrument, it being the intent hereof that any and all such “Moratorium Laws,” and all rights of reinstatement and
redemption of Borrower and of all other Persons claiming by, through, or under Borrower are and shall be deemed to be hereby waived
to the fullest extent permitted by applicable law;


 


(2)         Borrower
shall not invoke or utilize any such law or laws or otherwise hinder, delay or impede the execution of any right, power remedy
herein or otherwise granted or delegated to Lender but will suffer and permit the execution of every such right, power and remedy
as though no such law or laws had been made or enacted; and


 


(3)         if
Borrower is a trust, Borrower represents that the provisions of this Section 7 (including the waiver of reinstatement and
redemption rights) were made at the express direction of Borrower’s beneficiaries and the persons having the power of direction
over Borrower, and are made on behalf of the trust estate of Borrower and all beneficiaries of Borrower, as well as all other persons
mentioned above.


 


(b)          Lender
shall have the right to foreclose subject to the rights of any tenant or tenants of the Mortgaged Property having an interest in
the Mortgaged Property prior to that of Lender. The failure to join any such tenant or tenants of the Mortgaged Property as party
defendant or defendants in any such civil action or the failure of any decree of foreclosure and sale to foreclose their rights
shall not be asserted by Borrower as a defense in any civil action instituted to collect the Indebtedness, or any part thereof
or any deficiency remaining unpaid after foreclosure and sale of the Mortgaged Property, any statute or rule of law at any time
existing to the contrary notwithstanding.


 


8.          Notice.


 


(a)          All
notices under this Security Instrument shall be:


 


(1)         in
writing, and shall be (A) delivered, in person, (B) mailed, postage prepaid, either by registered or certified delivery, return
receipt requested, or (C) sent by overnight express courier;


 


(2)         addressed
to the intended recipient at its respective address set forth at the end of this Security Instrument; and


 


(3)         deemed
given on the earlier to occur of:


 


(A)         the
date when the notice is received by the addressee; or


 


(B)         if
the recipient refuses or rejects delivery, the date on which the notice is so refused or rejected, as conclusively established
by the records of the United States Postal Service or such express courier service.


 


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(b)          Any
party to this Security Instrument may change the address to which notices intended for it are to be directed by means of notice
given to the other party in accordance with this Section 8.


 


(c)          Any
required notice under this Security Instrument which does not specify how notices are to be given shall be given in accordance
with this Section 8.


 


9.          Mortgagee-in-Possession.


 


Borrower acknowledges and
agrees that the exercise by Lender of any of the rights conferred in this Security Instrument shall 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.


 


10.         Release.


 


Upon payment in full of
the Indebtedness, Lender shall cause the release of this Security Instrument and Borrower shall pay Lender’s costs incurred
in connection with such release.


 


11.         Trustee.


 


(a)          Trustee
may resign by giving of notice of such resignation in writing to Lender. If Trustee shall die, resign or become disqualified from
acting under this Security Instrument or shall fail or refuse to act in accordance with this Security Instrument when requested
by Lender or if for any reason and without cause Lender shall prefer to appoint a substitute trustee to act instead of the original
Trustee named in this Security Instrument or any prior successor or substitute trustee, Lender shall have full power to appoint
a substitute trustee and, if preferred, several substitute trustees in succession who shall succeed to all the estate, rights,
powers and duties of the original Trustee named in this Security Instrument. Such appointment may be executed by an authorized
officer, agent or attorney-in-fact of Lender (whether acting pursuant to a power of attorney or otherwise), and such appointment
shall be conclusively presumed to be executed with authority and shall be valid and sufficient without proof of any action by Lender.


 


(b)          Any
successor Trustee appointed pursuant to this Section 11 shall, without any further act, deed or conveyance, become vested
with all the estates, properties, rights, powers and trusts of the predecessor Trustee with like effect as if originally named
as Trustee in this Security Instrument; but, nevertheless, upon the written request of Lender or such successor Trustee, the Trustee
ceasing to act shall execute and deliver an instrument transferring to such successor Trustee, all the estates, properties, rights,
powers and trusts of the Trustee so ceasing to act, and shall duly assign, transfer and deliver any of the Mortgaged Property and
monies held by the Trustee ceasing to act to the successor Trustee.


 


(c)          Trustee
may authorize one (1) or more parties to act on Trustee’s behalf to perform the ministerial functions required of Trustee
under this Security Instrument, including the transmittal and posting of any notices.


 


12.         No
Fiduciary Duty.


 


Lender owes no fiduciary
or other special duty to Borrower.


 


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13.         Additional
Provisions Regarding Assignment of Leases and Rents.


 


In no event shall the assignment
of Rents or Leases in Section 3 cause the Indebtedness to be reduced by an amount greater than the Rents actually received
by Lender and applied by Lender to the Indebtedness, whether before, during or after (a) an Event of Default, or (b) a
suspension or revocation of the license granted to Borrower in Section 3 with regard to the Rents.  Borrower and Lender
specifically intend that the assignment of Rents and Leases in Section 3 is not intended to result in a pro tanto reduction
of the Indebtedness. The assignment of Rents and Leases in Section 3 is not intended to constitute a payment of, or with respect
to, the Indebtedness and, therefore, Borrower and Lender specifically intend that the Indebtedness shall not be reduced by the
value of the Rents and Leases assigned. Such reduction shall occur only if, and to the extent that, Lender actually receives Rents
pursuant to Section 3 and applies such Rents to the Indebtedness. Borrower agrees that the value of the license granted with
regard to the Rents equals the value of the absolute assignment of Rents to Lender. The assignment of Rents contained in Section 3
shall terminate upon the release of this Security Instrument.


 


14.         Loan
Charges.


 


Borrower agrees to pay
an effective rate of interest equal to the sum of the Interest Rate and any additional rate of interest resulting from any other
charges of interest or in the nature of interest paid or to be paid in connection with the Mortgage Loan and any other fees or
amounts to be paid by Borrower pursuant to any of the other Loan Documents. Neither this Security Instrument, the Note,
the Loan Agreement, nor any of the other Loan Documents shall be construed to create a contract for the use, forbearance or detention
of money requiring payment of interest at a rate greater than the maximum interest rate permitted to be charged under applicable
law. It is expressly stipulated and agreed to be the intent of Borrower and Lender at all times to comply with all applicable laws
governing the maximum rate or amount of interest payable on the indebtedness evidenced by this Security Instrument, the
Note and the other Loan Documents. If any applicable law limiting the amount of interest or other charges permitted to be collected
from Borrower is interpreted so that any interest or other charge or amount provided for in any Loan Document, whether considered
separately or together with other charges or amounts provided for in any other Loan Document, or otherwise charged, taken, reserved
or received in connection with the Mortgage Loan, or on acceleration of the maturity of the Mortgage Loan or as a result of any
prepayment by Borrower or otherwise, violates that law, and Borrower is entitled to the benefit of that law, that interest or charge
is hereby reduced to the extent necessary to eliminate any such violation. Amounts, if any, previously paid to Lender in excess
of the permitted amounts shall be applied by Lender to reduce the unpaid principal balance of the Mortgage Loan without the payment
of any Prepayment Premium (or, if the Mortgage Loan has been or would thereby be paid in full, shall be refunded to Borrower),
and the provisions of the Loan Agreement and any other Loan Documents immediately shall be deemed reformed and the amounts thereafter
collectible under the Loan Agreement and any other Loan Documents reduced, without the necessity of the execution of any new documents,
so as to comply with any applicable law, but so as to permit the recovery of the fullest amount otherwise payable under the Loan
Documents. For the purpose of determining whether any applicable law limiting the amount of interest or other charges permitted
to be collected from Borrower has been violated, all Indebtedness that constitutes interest, as well as all other charges made
in connection with the Indebtedness that constitute interest, and any amount paid or agreed to be paid to Lender for the use, forbearance
or detention of the Indebtedness, shall be deemed to be allocated and spread ratably over the stated term of the Mortgage Loan.
Unless otherwise required by applicable law, such allocation and spreading shall be effected in such a manner that the rate of
interest so computed is uniform throughout the stated term of the Mortgage Loan.


 


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15.         Entire
Agreement.


 


THIS SECURITY INSTRUMENT,
THE NOTE, THE LOAN AGREEMENT, AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED
BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.


 


16.         Governing
Law; Consent to Jurisdiction and Venue.


 


This Security Instrument
shall be governed by the laws of the Property Jurisdiction without giving effect to any choice of law provisions thereof that would
result in the application of the laws of another jurisdiction. Borrower agrees that any controversy arising under or in relation
to this Security Instrument shall be litigated exclusively in the Property Jurisdiction. The state and federal courts and authorities
with jurisdiction in the Property Jurisdiction shall have exclusive jurisdiction over all controversies that arise under or in
relation to any security for the Indebtedness. 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.


 


17.         Miscellaneous
Provisions.


 


(a)          This
Security Instrument shall bind, and the rights granted by this Security Instrument shall benefit, the successors and assigns of
Lender. This Security Instrument shall bind, and the obligations granted by this Security Instrument shall inure to, any permitted
successors and assigns of Borrower under the Loan Agreement. If more than one (1) person or entity signs this Security Instrument
as Borrower, the obligations of such persons and entities shall be joint and several. The relationship between Lender and Borrower
shall be solely that of creditor and debtor, respectively, and nothing contained in this Security Instrument shall create any other
relationship between Lender and Borrower. No creditor of any party to this Security Instrument and no other person shall be a third
party beneficiary of this Security Instrument or any other Loan Document.


 


(b)          The
invalidity or unenforceability of any provision of this Security Instrument or any other Loan Document shall not affect the validity
or enforceability of any other provision of this Security Instrument or of any other Loan Document, all of which shall remain in
full force and effect. This Security Instrument contains the complete and entire agreement among the parties as to the matters
covered, rights granted and the obligations assumed in this Security Instrument. This Security Instrument may not be amended or
modified except by written agreement signed by the parties hereto.


 


(c)          The
following rules of construction shall apply to this Security Instrument:


 


(1)         The
captions and headings of the sections of this Security Instrument are for convenience only and shall be disregarded in construing
this Security Instrument.


 


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(2)         Any
reference in this Security Instrument to an “Exhibit” or “Schedule” or a “Section” or an “Article”
shall, unless otherwise explicitly provided, be construed as referring, respectively, to an exhibit or schedule attached to this
Security Instrument or to a Section or Article of this Security Instrument.


 


(3)         Any
reference in this Security Instrument to a statute or regulation shall be construed as referring to that statute or regulation
as amended from time to time.


 


(4)         Use
of the singular in this Security Instrument includes the plural and use of the plural includes the singular.


 


(5)         As
used in this Security Instrument, the term “including” means “including, but not limited to” or “including,
without limitation,” and is for example only, and not a limitation.


 


(6)         Whenever
Borrower’s knowledge is implicated in this Security Instrument or the phrase “to Borrower’s knowledge”
or a similar phrase is used in this Security Instrument, Borrower’s knowledge or such phrase(s) shall be interpreted to mean
to the best of Borrower’s knowledge after reasonable and diligent inquiry and investigation.


 


(7)         Unless
otherwise provided in this Security Instrument, if Lender’s approval, designation, determination, selection, estimate, action
or decision is required, permitted or contemplated hereunder, such approval, designation, determination, selection, estimate, action
or decision shall be made in Lender’s sole and absolute discretion.


 


(8)         All
references in this Security Instrument to a separate instrument or agreement shall include such instrument or agreement as the
same may be amended or supplemented from time to time pursuant to the applicable provisions thereof.


 


(9)         “Lender
may” shall mean at Lender’s discretion, but shall not be an obligation.


 


18.         Time
is of the Essence.


 


Borrower agrees that, with
respect to each and every obligation and covenant contained in this Security Instrument and the other Loan Documents, time is of
the essence.


 


19.         WAIVER
OF TRIAL BY JURY.


 


TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, EACH OF BORROWER AND LENDER (BY ITS ACCEPTANCE HEREOF) (A) COVENANTS AND AGREES NOT TO ELECT
A TRIAL BY JURY WITH RESPECT TO ANY ISSUE ARISING OUT OF THIS SECURITY INSTRUMENT OR THE RELATIONSHIP BETWEEN THE PARTIES AS BORROWER
AND LENDER THAT IS TRIABLE OF RIGHT BY A JURY AND (B) 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 OF BORROWER
AND LENDER, KNOWINGLY AND VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL.


 


	Fannie Mae Multifamily Security Instrument	Form 6025.TX	Page 19
	Texas	06-12	© 2012 Fannie Mae


 




    	 



    	 



    

 


ATTACHED EXHIBITS.
The following Exhibits are attached to this Security Instrument and incorporated fully herein by reference:


 


	x	Exhibit A	Description of the Land (required)
	 	 	 
	 ̈	Exhibit B	Modifications to Security Instrument


 


[Remainder of Page Intentionally Blank]


 


	Fannie Mae Multifamily Security Instrument	Form 6025.TX	Page 20
	Texas	06-12	© 2012 Fannie Mae


 




    	 



    	 



    

 


IN WITNESS WHEREOF,
Borrower has signed and delivered this Security Instrument under seal (where applicable) or has caused this Security Instrument
to be signed and delivered by its duly authorized representative under seal (where applicable). Where applicable law so provides,
Borrower intends that this Security Instrument shall be deemed to be signed and delivered as a sealed instrument.


 


	 	BORROWER:
	 	 
	 	BR FOX HILLS TIC-1, LLC, a Delaware limited liability company
	 	 
	 	By:	23Hundred, LLC, a Delaware limited liability company, its sole member
	 	 	 
	 	 	By:	/s/ Jordan Ruddy
	 	 	 	Name: Jordan Ruddy
	 	 	 	Title: Authorized Signatory


 


STATE OF New York, New York County
ss:


 


BEFORE ME, the undersigned,
a Notary Public in and for said County and State, on this day personally appeared Jordan Ruddy, known to me to be the
Authorized Signatory of 23Hundred, LLC, a Delaware limited liability company, sole member of BR Fox Hills TIC-1, LLC, the
limited liability company that executed the foregoing instrument, known to me to be the person whose name is subscribed to the
foregoing instrument, and acknowledged to me that the same was the act of the said limited liability company, and that he/she executed
the same as the act of such limited liability company for the purposes and consideration therein expressed and in the capacity
therein stated.


 


GIVEN UNDER MY HAND AND
SEAL OF OFFICE this 10th day of March, 2015.


 


DALE POZZI


NOTARY PUBLIC –STATE OF NEW
YORK


No. 01P06275397


Qualified in New York County


My Commission Expires January 28,
2017


 


	 	Dale Pozzi
	 	Notary Public in and for New York County,
	 	New York


 


My Commission Expires:______________


 


	Fannie Mae Multifamily Security Instrument	Form 6025.TX	Page S-1
	Texas	06-12	© 2012 Fannie Mae


 




    	 



    	 



    

 


IN WITNESS WHEREOF,
Borrower has signed and delivered this Security Instrument under seal (where applicable) or has caused this Security Instrument
to be signed and delivered by its duly authorized representative under seal (where applicable). Where applicable law so provides,
Borrower intends that this Security Instrument shall be deemed to be signed and delivered as a sealed instrument.


 


	 	BORROWER:
	 	 
	 	BR FOX HILLS TIC-2, LLC, a Delaware limited liability company
	 	 
	 	By:	Bell BR Waterford Crossing JV, LLC, a Delaware limited liability company, its sole member
	 	 	 
	 	 	By:	/s/ Jordan Ruddy
	 	 	 	Name: Jordan Ruddy
	 	 	 	Title: Authorized Signatory


 


STATE OF New York, New York County
ss:


 


BEFORE ME, the undersigned,
a Notary Public in and for said County and State, on this day personally appeared Jordan Ruddy, known to me to be the
Authorized Signatory of Bell BR Waterford Crossing JV, LLC, a Delaware limited liability company, sole member of BR Fox
Hills TIC-2, LLC, the limited liability company that executed the foregoing instrument, known to me to be the person whose name
is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the said limited liability company,
and that he/she executed the same as the act of such limited liability company for the purposes and consideration therein expressed
and in the capacity therein stated.


 


GIVEN UNDER MY HAND AND
SEAL OF OFFICE this 10th day of March, 2015.


 


DALE POZZI


NOTARY PUBLIC –STATE OF NEW
YORK


No. 01P06275397


Qualified in New York County


My Commission Expires January 28,
2017


 


	 	Dale Pozzi
	 	Notary Public in and for New York County,
	 	New York


 


My Commission Expires:______________


 


	Fannie Mae Multifamily Security Instrument	Form 6025.TX	Page S-2
	Texas	06-12	© 2012 Fannie Mae


 




    	 



    	 



    

 


The name, chief executive office and organizational
identification number of Borrower (as Debtor under any applicable Uniform Commercial Code) are:


 


		§	Debtor Name/Record Owner: BR Fox Hills TIC-1, LLC



		§	Debtor Chief Executive Office Address:



c/o Bluerock Real Estate, L.L.C.

712 Fifth Avenue, 9th Floor


New York, New York 10019


		§	Debtor Organizational ID Number: 5690867



 


		§	Debtor Name/Record Owner: BR Fox Hills TIC-2, LLC



		§	Debtor Chief Executive Office Address:



c/o Bluerock Real Estate, L.L.C.

712 Fifth Avenue, 9th Floor


New York, New York 10019


		§	Debtor Organizational ID Number: 5690872



 


The name and chief executive office of Lender
(as Secured Party) are:


 


		§	Secured Party Name: Walker & Dunlop, LLC



		§	Secured Party Chief Executive Office Address:



7501 Wisconsin Avenue, Suite 1200E

Bethesda, Maryland 20814


 


The name and chief executive office of Trustee
are:


 


		§	Trustee Name: Gary S. Farmer



		§	Trustee Office Address:



c/o Heritage Title Company of Austin,
Inc.


401 Congress, Suite 1500

Austin, Texas 78701


 


	Fannie Mae Multifamily Security Instrument	Form 6025.TX	Page S-3
	Texas	06-12	© 2012 Fannie Mae


 




    	 



    	 



    

 


EXHIBIT A


 


[DESCRIPTION OF THE LAND]


 


Lots 2 and 3, Block "A", PEDERNALES
ELECTRIC COOPERATIVE-CIRCLE DRIVE, AUSTIN SUBDIVISION, a subdivision in Travis County, Texas, according to the map or plat thereof,
recorded under Document No. 200600156 of the Official Public Records of Travis County, Texas.


 


	Fannie Mae Multifamily Security Instrument	Form 6025.TX	Page A-1
	Texas	06-12	© 2012 Fannie Mae