Exhibit 10.12


 


Fox Hill Apartments


 


SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT
AGREEMENT


 


This Subordination, Non-Disturbance
And Attornment Agreement (this “Agreement”) dated as of the 26th day of March, 2015, is executed by and among
WALKER & DUNLOP, LLC, a Delaware limited liability company (“Lender”), 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
(individually and together, “Landlord”) and COINMACH CORPORATION (“Tenant”).


 


RECITALS:


 


A.           Tenant
has entered into a Lease Agreement dated as of February 22, 2010 (the “Lease”) with Landlord (or predecessor-in-interest
to Landlord), covering certain premises more fully described in the Lease (the “Premises”), which Premises are
a part of the real property located in Austin (Travis County), Texas (the “Mortgaged Property”).


 


B.           Pursuant
to that certain Multifamily Loan and Security Agreement dated as of the date hereof, executed by and between Landlord and Lender
(as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Loan Agreement”),
Lender has agreed to make a loan to Landlord in the original principal amount of Twenty-Six Million Seven Hundred Five Thousand
and 00/100 Dollars ($26,705,000.00) (the “Mortgage Loan”), as evidenced by that certain Multifamily Note dated
as of the date hereof, executed by Landlord and made payable to the order of Lender in the amount of the Mortgage Loan (as amended,
restated, replaced, supplemented or otherwise modified from time to time, the “Note”).


 


C.           In
addition to the Loan Agreement, the Mortgage Loan and the Note are also secured by a certain Multifamily Mortgage, Deed
of Trust, or Deed to Secure Debt dated as of the date hereof (as amended, restated, replaced, supplemented or otherwise modified
from time to time, the “Security Instrument”). The Note, the Security Instrument, the Loan Agreement and any
other agreement executed in connection with the Mortgage Loan are referred to collectively as the “Loan Documents.”


 


D.           Tenant
has agreed to the subordination of the Lease to the Security Instrument and the other Loan Documents on the condition that it is
assured of continued occupancy of the Premises under the terms of the Lease and this Agreement.


 


AGREEMENTS:


 


NOW THEREFORE, in consideration
of the mutual covenants in this Agreement and for other valuable consideration, the receipt and sufficiency of which are acknowledged,
Landlord, Lender, and Tenant agree as follows:


 


Section
1.          Recitals.


 


The recitals set forth above are incorporated
herein by reference as if fully set forth in the body of this Agreement. 


 


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Section
2.          Defined Terms.


 


The following terms, when
used in this Agreement, shall have the following meanings:


 


“Foreclosure Event” means
(a) the foreclosure of the Security Instrument or any other sale by Lender or any trustee for Lender pursuant to the Security
Instrument or any other Loan Document; (b) any other exercise by Lender of its rights and remedies as holder of the Mortgage
Loan or the Security Instrument as a result of which Lender or any other Successor Landlord acquires title to, or the right of
possession of, the Mortgaged Property; or (c) acquisition of title to the Mortgaged Property in lieu of foreclosure or other
conveyance of Landlord’s interest in the Mortgaged Property in lieu of any of the foregoing.


 


“Subsequent Sale” means
the first sale of the Mortgaged Property by Lender, Lender’s nominee or any trustee for Lender after a Foreclosure Event.


 


“Successor Landlord” means
any party that becomes owner of the Mortgaged Property as the result of a Foreclosure Event or a Subsequent Sale, including, without
limitation, Lender and any nominee of Lender.


 


Section
3.          Lease Subordination.


 


The Lease and all estates,
rights, options, liens, and charges therein contained or created under the Lease are and shall be subject and subordinate to the
lien and effect of the Security Instrument and the other Loan Documents insofar as it affects the real and personal property of
which the Premises form a part, and to all renewals, modifications, consolidations, replacements, and extensions thereof, and to
all advances made or to be made thereunder, to the full extent of amounts secured thereby and interest thereon. Without limiting
the generality of the foregoing subordination provision, Tenant hereby agrees that any of its right, title and interest in and
to insurance proceeds and condemnation awards (or other similar awards arising from eminent domain proceedings) with respect to
damage to or the condemnation (or similar taking) of any of the Mortgaged Property, shall be subject and subordinate to Lender’s
right, title and interest in and to such proceeds and awards.


 


Section
4.          Default.


 


Lender agrees that, so
long as Tenant is not then in default under any of the terms, covenants, or conditions of the Lease or this Agreement, (a) Tenant
shall not be named or joined as a party in any suit, action or proceeding for the foreclosure of the Security Instrument or the
enforcement of any rights of Lender under the Security Instrument (unless Tenant is a necessary party under applicable law), and
(b) in the event that Lender becomes Successor Landlord, Lender agrees not to affect, terminate or disturb Tenant’s
right to quiet enjoyment and possession of the Premises under the terms of the Lease or any of Tenant’s other rights under
the Lease in the exercise of Lender’s rights under the Security Instrument and the other Loan Documents.


 





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Section
5.          Possession of the Mortgaged Property.


 


In the event that a Successor
Landlord acquires title to or the right to possession of the Mortgaged Property upon a Foreclosure Event or a Subsequent Sale,
the Successor Landlord and Tenant hereby agree to recognize one another as landlord and tenant, respectively, under the Lease and
to be bound to one another under all of the terms, covenants, and conditions of the Lease, Successor Landlord shall assume all
of the obligations of Landlord under the Lease subject to the provisions of this Agreement and Tenant agrees to attorn to such
Successor Landlord and to recognize such Successor Landlord as “landlord” under the Lease without any additional documentation
to effect such attornment (provided, however, if applicable law shall require additional documentation at the time Lender exercises
its remedies then Tenant shall execute such additional documents evidencing such attornment as may be required by applicable law).
Accordingly, from and after such event, Successor Landlord and Tenant shall have the same remedies against each other for the breach
of an agreement contained in the Lease as Tenant and Landlord had before Successor Landlord succeeded to the interest of Landlord;
provided, however, that Successor Landlord shall not be:


 


(a)          liable
for any act or omission of any prior landlord (including Landlord);


 


(b)          subject
to any offsets or defenses that Tenant might have against any prior landlord (including Landlord);


 


(c)          bound
by any rent or additional rent that Tenant might have paid for more than one (1) month in advance to any prior landlord (including
Landlord);


 


(d)          bound
by any amendment or modification of the Lease made after the date of this Agreement without Lender’s prior written consent;


 


(e)          liable
for return of any security deposit not actually paid over to such Successor Landlord by the Landlord;


 


(f)          bound
by, or liable for, any breach of any representation or warranty or indemnity agreement contained in the Lease or otherwise made
by any prior landlord (including Landlord); or


 


(g)          personally
liable for the payment of any claim hereunder or for the performance of any obligation, agreement, contribution, or term to be
performed or observed by Successor Landlord hereunder or under the Security Instrument, the Loan Agreement, or any other agreement
or document securing or collateral to the Security Instrument, such Successor Landlord’s liability being limited in all cases
to its interest in the Mortgaged Property.


 


Section
6.          Delivery of Documents.


 


Although the foregoing
provisions of this Agreement shall be self-operative, Tenant agrees to execute and deliver to Successor Landlord, such other instrument
or instruments as Successor Landlord shall from time to time request in order to confirm such provision.


 


Section
7.          Representations, Warranties, Covenants and Agreements.


 


Tenant hereby warrants
and represents, covenants, and agrees to and with Lender:


 


(a)         that
the Lease constitutes the entire agreement between Tenant and Landlord with respect to the Premises and there are no other agreements,
written or verbal, governing the tenancy of Tenant with respect to the Premises;


 


(b)         not
to alter or modify the Lease in any respect without prior written consent of Lender;


 


(c)         to
deliver to Lender in accordance with Section 11 a duplicate of each notice of default delivered to Landlord at the same time as
such notice is given to Landlord;


 





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(d)          that
Tenant is now the sole owner of the leasehold estate created by the Lease and shall not hereafter transfer the Lease except as
permitted by the terms thereof;


 


(e)          not
to seek to terminate the Lease by reason of any default of Landlord without prior written notice thereof to Lender and the lapse
thereafter of such time as under the Lease was offered to Landlord in which to remedy the default, and the lapse of thirty (30)
days after the expiration of such time as Landlord was permitted to cure such default; provided, however, that with respect to
any default of Landlord under the Lease which cannot be remedied within such time, if Lender commences to cure such default within
such time and thereafter diligently proceeds with such efforts and pursues the same to completion, Lender shall have such time
as is reasonably necessary to complete curing such default. Notwithstanding the foregoing, in the event either Lender or Landlord
do not cure or commence curing such default within the time provided to Landlord under the Lease and the nature of the default
threatens Tenant’s ability to conduct its daily business or threatens to materially or adversely damage Tenant’s property
located on the Premises, Tenant shall be permitted to exercise its right under the Lease;


 


(f)          not
to pay any rent or other sums due or to become due under the Lease more than thirty (30) days in advance of the date on which
the same are due or to become due under the Lease; and


 


(g)          to
certify promptly in writing to Lender in connection with any proposed assignment of the Loan Agreement, whether or not any default
on the part of Landlord then exists under the Lease.


 


Section
8.          Assignment.


 


Tenant further acknowledges
that Landlord has collaterally assigned to Lender the Lease and the rents and other amounts, including lease termination fees,
if any, due and payable under such leases. In connection therewith, Tenant agrees that, upon receipt by Tenant of a notice from
Lender of the occurrence of a default by Landlord under such assignment and a demand by Lender for direct payment to Lender of
the rents due under the Lease, Tenant will honor such demand and make all subsequent rent payments directly to Lender. Landlord
hereby agrees that any rents, fees or other amounts paid by Tenant to or as directed by Lender pursuant to this section shall be
deemed to have been duly and validly paid by Tenant under the Lease, and any such amounts shall be credited against Tenant’s
obligations under the Lease as if the same were paid directly to Landlord. Landlord and Tenant each agree that Tenant shall have
no obligation to determine whether Landlord is in default under such assignment, and Tenant may rely on such notice and direction
from Lender without any duty to investigate.


 


Section
9.          Successors and Assigns.


 


This Agreement shall inure
to the benefit of and be binding upon the parties hereto and their successors and assigns.


 


Section
10.         Trustee.


 


If the Security Instrument
is a deed of trust, then, this Agreement is entered into by one or more trustees acting on behalf of Lender in his, her or its
capacity as trustee and not individually, then Tenant agrees that neither such trustees, nor any of its officers, employees, agents,
or shareholders shall be personally liable under this Agreement.


 





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Section
11.         Notice.


 


(a)          All
notices under this Agreement 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 Agreement; 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.


 


(b)          Any
party to this Agreement 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 11.


 


(c)          Any
required notice under this Agreement which does not specify how notices are to be given shall be given in accordance with this
Section 11.


 


Section
12.         Counterparts.


 


This Agreement may be executed
in any number of counterparts, each of which shall be considered an original for all purposes; provided, however, that all such
counterparts shall constitute one and the same instrument.


 


Section
13.         Governing Law; Venue and Consent to Jurisdiction.


 


(a)         Governing
Law.


 


This Agreement shall be
governed by the laws of the jurisdiction in which the Mortgaged Property is located (the “Property Jurisdiction”),
without regard to the application of choice of law principles.


 


(b)         Venue;
Consent to Jurisdiction.


 


Any controversy arising
under or in relation to this Agreement shall be litigated exclusively in the Property Jurisdiction without regard to conflicts
of laws principles. The state and federal courts and authorities with jurisdiction in the Property Jurisdiction shall have exclusive
jurisdiction over all controversies which shall arise under or in relation to this Agreement. Tenant 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.


 





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Section
14.         Severability; Amendments.


 


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


 


IN WITNESS WHEREOF,
Landlord, Tenant and Lender have signed and delivered this Agreement under seal (where applicable) or have caused this Agreement
to be signed and delivered under seal (where applicable) by their duly authorized representative. Where applicable law so provides,
Landlord, Tenant and Lender intend that this Agreement shall be deemed to be signed and delivered as a sealed instrument.


 


[Remainder of Page Intentionally Blank]


 





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IN WITNESS WHEREOF,
Landlord, Tenant and Lender have signed and delivered this Agreement under seal (where applicable) or have caused this Agreement
to be signed and delivered under seal (where applicable) by their duly authorized representative. Where applicable law so provides,
Landlord, Tenant and Lender intend that this Agreement shall be deemed to be signed and delivered as a sealed instrument.


 


	 	TENANT:
	 	 
	 	 	COINMACH CORPORATION, a Delaware corporation
	 	 	 
	 	By: 	/s/ Melissa John
	 	 	Name: Melissa John
	 	 	Title: Senior Corporate Counsel


 


	 	Address:	Coinmach Corporation
	 	 	404 Wyman Street, Suite 400
	 	 	Waltham, MA 02451
	 	 	Attn: Legal Department


 


	COMMONWEALTH OF MASSACHUSETTS	)
	 	)
	COUNTY OF MIDDLESEX	)


 


On this  18  day
of March, 2015, before me, the undersigned notary public, personally appeared Melissa John, Senior Corporate Counsel of Coinmach
Corporation, a Delaware corporation, who is personally known to me, and who acknowledged to me that she signed this document voluntarily
for its stated purpose, on behalf of the corporation.


 


	 	/s/ Thomas Bladek
	 	Name: Thomas Bladek
	 	Notary Public
	 	 
	 	My Commission Expires February 27, 2020


 


THOMAS R. BLADEK 


NOTARY PUBLIC


COMMONWEALTH OF MASSACHUSETTS



My Commission Expires 


February 27, 2020


 





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	 	LANDLORD:
	 	 
	 	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


 


	 	Address:	c/o Bluerock Real Estate, L.L.C.
	 	 	712 Fifth Avenue, 9th Floor
	 	 	New York, New York 10019


 


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


 


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


 


My Commission Expires:______________


 





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	 	LANDLORD:
	 	 
	 	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


 


	 	Address:	c/o Bluerock Real Estate, L.L.C.
	 	 	712 Fifth Avenue, 9th Floor
	 	 	New York, New York 10019


 


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


 


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


 


My Commission Expires:______________


 





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	 	LENDER:
	 	 
	 	WALKER & DUNLOP, LLC, a Delaware limited liability company
	 	 	 
	 	By:	/s/ Loretta Webb
	 	 	Loretta Webb
	 	 	Vice President


 


	 	Address:	7501 Wisconsin Avenue, Suite 1200E
	 	 	Bethesda, Maryland 20814


 


STATE OF Texas   ,
Dallas    County ss:


 


BEFORE ME, the undersigned,
a Notary Public in and for said County and State, on this day personally appeared Loretta Webb, Vice President of Walker &
Dunlop, LLC, a Delaware limited liability company, 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 10 day of March, 2015.


 


EVELYN V. CEPAK 


NOTARY PUBLIC –STATE OF TEXAS


My Commission Expires


August 22, 2015


 


	 	/s/ Evelyn V. Cepak
	 	Notary Public in and for _______________ County, ______________


 


My Commission Expires:_________________


 





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	Fannie Mae	09-13	© 2013 Fannie Mae