$23,569,000.00


 


promissory
NOTE


 


THIS PROMISSORY
NOTE (this “Note”) is made in Nashville, Tennessee as of October 18, 2012
(the “Effective Date”) in the principal amount of Twenty Three Million Five Hundred Sixty-Nine Thousand
and No/100 Dollars ($23,569,000.00).


 


Recitals


 


A.           This
Note is made by 23HUNDRED, LLC, a Delaware limited liability company (“Borrower”), and is payable to
the order of FIFTH THIRD BANK, an Ohio banking corporation, its successors and assigns (“Lender”) pursuant
to the terms and conditions set forth in that certain Construction Loan Agreement dated as of even date herewith by and between
Borrower and Lender (the “Loan Agreement”). The amount disbursed by Lender to Borrower, repayment of which is
evidenced by this Note, is referred to as the “Loan”.


 


B.           This
Note is secured, among other items, by (i) a certain Deed of Trust, Security Agreement, Fixture Filing and Assignment of Leases
and Rents (the “Security Instrument”), dated of even date herewith, executed and delivered by Borrower for the
benefit of Lender, encumbering certain interests in real and personal property as more particularly described as the Mortgaged
Property in the Security Instrument (the “Property”), and (ii) certain other documents securing repayment of
this Note, including, without limitation, a Guaranty of Payment of even date herewith from Todd Jackovich (“Guarantor”)
for the benefit of Lender (the “Payment Guaranty”), and (iii) a Guaranty of Completion of even date herewith
from Guarantor for the benefit of Lender (the “Completion Guaranty”) (the Security Instrument, the Loan Agreement,
the Payment Guaranty, the Completion Guaranty, and all other documents evidencing or securing the Loan are hereinafter collectively
referred to herein as the “Loan Documents”). All of the agreements, conditions, covenants, provisions and stipulations
contained in the Security Instrument and other Loan Documents are hereby made a part of this Note to the same extent and with the
same force and effect as if they were fully set forth herein and Borrower covenants and agrees to keep and perform them, or cause
them to be kept and performed, strictly in accordance with their terms.


 


1.          Agreement
to Pay.


 


A.           Maturity
Date. Borrower hereby promises to pay to the order of Lender
the principal sum of Twenty Three Million Five Hundred Sixty-Nine Thousand and No/100
Dollars ($23,569,000.00), or so much thereof as may be outstanding hereunder, in lawful money of the United
States of America on or before the earlier of September 30, 2015 (the “Maturity
Date”) or upon acceleration of the Note, subject to two (2) extensions of the maturity
of this Note of one (1) year each, on the terms and conditions provided herein, together with interest thereon at the rate
or rates hereinbelow set forth. After any such extension, the term “Maturity Date” as used
in this Note shall mean the date to which the maturity of this Note has been extended.


 



    	 



    	 



    

 


B.           Interest
Rate. Interest on the Loan shall accrue on the outstanding principal balance of this Note
from the date of the initial disbursement through the Maturity Date, at an annual rate
equal to the Adjusted LIBOR Rate (as hereinafter defined).


 


2.          Defined
Terms. In addition to the terms defined elsewhere in this Note, the following terms shall
have the following meanings when used in this Note. All capitalized terms used in this Note
and not otherwise defined shall have the meanings ascribed thereto in the Loan Agreement.


 


A.           “Adjusted
LIBOR Rate” shall mean for any Interest Period for any LIBOR Rate Loan (i) prior to Construction Completion, a rate per annum
equal to two and three-fourths percent (23⁄4%), plus the LIBOR Rate for such Interest Period; and (ii) after Construction
Completion, a rate per annum equal to two and one-half percent (21⁄2%) plus the LIBOR Rate for such Interest Period.


 


B.           “Adjusted
Prime Rate” shall mean the rate of interest determined by Lender in its reasonable judgment, as consistently applied in the
normal course of business with similar borrowers, to be its cost of making, funding or maintaining the Loan, plus the applicable
interest rate spread as set forth in Section 2(A) above, based upon a 360-day year and charged for the actual number of days elapsed.


 


C.           “Business
Day” shall mean any day other than a Saturday, Sunday
or a legal holiday on which banks are authorized or required to be closed for the conduct of commercial banking business
in Nashville, Tennessee.


 


D.           “Default”
shall mean when used in reference to this Note or any other document, or in reference to any
provision or obligation under this Note or any other document, the occurrence of an event or
the existence of a condition which, with the passage of time or the giving of notice, or both, would constitute an Event
of Default under this Note or such other document, as the case may be.


 


E.           “Default
Rate” as defined in Section 6 hereof.


 


F.           “Event
of Default” shall mean (i) when used in reference to this Note, one or more of the
events or occurrences referred to in Section 11A of this Note;
and (ii) when used in reference to any other document, a default or event of default under such
document that has continued after the giving of any applicable notice and the expiration of any applicable grace or cure periods.


 


G.           “Interest
Period” shall mean a period of one month.


 


H.           “Interest
Rate” shall mean the Adjusted LIBOR Rate.


 


I.           “Interest
Rate Determination Date” shall mean, for the initial disbursement of the Loan, the
date of such disbursement, and for all other purposes, the second (2nd) Business Day prior
to the proposed commencement of a LIBOR Rate Loan or a Prime Rate
Loan or the conversion or continuation of a LIBOR Rate Loan or a Prime
Rate Loan.


 



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J.           “LIBOR
Rate” shall mean, the rate of interest rounded upwards, if necessary to the next 1/8 of one percent (1%) and
adjusted for reserves if Lender is required to maintain reserves with respect to relevant advances fixed by the British Banker’s
Association at 11:00 a.m., London time, relating to quotations of the one month London Inter-Bank Offered Rates on U.S. Dollar
deposits as published on Bloomberg LP, or, if no longer provided by Bloomberg LP, such rate as shall be determined in good faith
by the Lender from such sources as it shall determine to be comparable to Bloomberg LP (or any successor) as determined by Lender
at approximately 10:00 a.m., Cincinnati, Ohio time on the relevant date of determination. The LIBOR Rate shall initially be determined
as of the date of the initial advance of funds to Borrower under this Note and shall be effective until the first Business Day
of the month following the [one/two/three] month period after the initial advance. The LIBOR Rate shall be adjusted automatically
on the first Business Day each [one/two/three] month(s) thereafter, commencing on the first Business Day of the month following
the expiration of the initial LIBOR Rate determination under this Note. Interest shall be calculated based on [a 360-day year and
charged for twelve (12) 30-day calendar months elapsed / a 360-day year and charged for the actual number of days elapsed / an
actual day year and charged for the actual number of days elapsed.


 


3.          Computation
of Interest. Moneys deposited by Lender in an escrow shall be deemed to have been disbursed
as of, and shall bear interest from, the date of deposit in escrow. Interest on this Note shall
be payable for the day a disbursement of proceeds of the Loan is made. Regularly scheduled payments
of interest on this Note shall include interest accrued to but not including the day on which
the payment is made. Payments of principal on this Note shall include interest on the amount
paid to but not including the date of payment if payment is received prior to 2:00 P.M. Central Time, and if payment is received
after such time, payment of principal on this Note shall include interest to and including the
day of payment.


 


4.          LIBOR
Provisions.


 


A.           If,
with respect to any Interest Period, (i) any change occurs in any applicable law or governmental
rule, regulation or order (or any interpretation thereof and including the introduction of any new law or governmental rule, legislation
or order) affecting the London Interbank Eurodollar market for such Interest
Period or (ii) other circumstances affecting the London Interbank Eurodollar market for such Interest
Period results in the then applicable Adjusted LIBOR Rate not adequately reflecting the
cost to Lender of making, funding or maintaining LIBOR Rate Loans,
Lender may give notice thereof to Borrower, whereupon until
Lender has determined that the circumstances giving rise to such inadequacy no longer exist,
(A) the right of Borrower to elect to have any portion of the Loan
bear interest at the Adjusted LIBOR Rate shall be suspended for such Interest
Period, and (B) each outstanding LIBOR Rate Loan shall bear interest at the Adjusted
Prime Rate commencing on the last day of the then current Interest Period therefor, notwithstanding
any prior election by Borrower to the contrary.


 



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B.           In
addition, notwithstanding anything herein contained to the contrary, if, prior to or during any period with respect to the LIBOR
Rate, any change in any law, regulation or official directive, or in the interpretation thereof, by any governmental body charged
with the administration thereof, shall make it unlawful for Lender to fund or maintain its funding in Eurodollars of any portion
of the advance subject to the LIBOR Rate or otherwise to give effect to Lender’s obligations as contemplated hereby: (i)
Lender may, by written notice to Borrower, declare Lender’s obligations in respect of the LIBOR Rate to be terminated forthwith,
and (ii) the LIBOR Rate with respect to Lender shall forthwith cease to be in effect, and interest shall from and after such date
be calculated at the Adjusted Prime Rate, and interest shall be paid on the first (1st) day of each calendar month.
Borrower hereby agrees to reimburse and indemnify Lender from all increased costs or fees incurred by Lender subsequent to the
date hereof relating to the offering of rates of interest based upon the LIBOR Rate. Borrower’s right to utilize LIBOR Rate
index pricing as set forth in this Note shall be terminated automatically if Lender, by telephonic notice, shall notify Borrower
that one, two or three month LIBOR deposits are not readily available in the London Inter-Bank Offered Rate Market, or that, by
reason of circumstance affecting such Market, adequate and reasonable methods do not exist for ascertaining the rate of interest
applicable to such deposits. In such event, amounts outstanding hereunder shall bear interest at a rate equal to the Adjusted Prime
Rate.


 


C.           If
any amount as to which a LIBOR Rate Loan is in effect is repaid on a day other than the last day of the applicable LIBOR Interest
Period, or becomes payable on a day other than the last day of the applicable LIBOR Interest Period due to acceleration or otherwise,
Borrower shall pay, on demand by Lender, such amount (as determined by Lender) as is required to compensate Lender for any losses,
costs or expense which Lender may incur as a result of such payment or acceleration, including, without limitation, any loss, cost
or expense (including loss of profit) incurred by reason of liquidation or reemployment of deposits of other funds acquired by
Lender to fund or maintain such amount bearing interest at the Interest Rate (collectively, the “Additional Costs”).
Lender’s reasonable determination of the amount of such reimbursement shall be conclusive in the absence of manifest error.


 


D.           If
either (A) the introduction of or any change in (or a change in the authoritative interpretation of) any law or regulation regarding
capital adequacy or (B) compliance by Lender with any guideline from any central bank or other
governmental body regarding capital adequacy (whether or not having the force of law and whether or not the failure to comply therewith
would be unlawful) has the effect of reducing the rate of return on such Lender’s capital
as a consequence of its obligations hereunder to fund or maintain LIBOR Rate Loans to a level
below that which such Lender would have achieved but for such introduction, change or compliance,
then, upon demand by Lender, Borrower shall, within five (5)
Business Days following Borrower’s receipt of the statement
described below, pay to such Lender additional amounts sufficient to compensate such Lender
for such reduction. Lender shall deliver to Borrower a written statement of such amounts promptly
after the same have been determined, and such statement shall conclusively be deemed to be correct absent manifest error.


 






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5.           Payment
Terms.


 


A.           Commencing
on the twentieth (20th) day of November, 2012 and on the same day of each successive
month thereafter, to and including the twentieth (20th) day of October, 2015, Borrower shall
make payments to Lender of interest on the outstanding principal balance of the indebtedness
evidenced by this Note.


 


B.           The
Loan shall be due and payable, and Borrower hereby promises
to pay the outstanding principal amount of the Loan to Lender,
together with all accrued interest thereon then remaining unpaid and all other unpaid amounts, charges, fees and expenses outstanding
under this Note or under any of the other Loan Documents, on
the Maturity Date, subject to earlier prepayment as provided in Section
9 hereof or as otherwise provided herein or in any other Loan Document.


 


6.          Late
Payments; Default Rate; Fees. Subject to the applicable notice and cure provisions set forth in the Loan Agreement,
if any payment is not paid when due (whether by acceleration or otherwise), Borrower agrees to pay to Lender a late payment fee
as provided for in the Loan Agreement with a minimum fee of $20.00. After an Event of Default, Borrower agrees to pay to Lender
a fixed charge of $25.00, or Borrower agrees that Lender may, without notice, increase the Interest Rate by three percentage points
(3%) (the “Default Rate”), whichever is greater. Lender may impose a non-sufficient funds fee for any check
that is presented for payment that is returned for any reason. In addition, Lender may charge loan documentation fees as may be
reasonably determined by the Lender.


 


7.          Rounding
and Rate Management Agreement. At any time during which a Rate Management Agreement (as defined in the Security Instrument)
is then in effect with respect to this Note, the provisions contained in this Note which round up the Interest Rate to the nearest
1/8th shall be disregarded and no longer of any force and effect, notwithstanding anything to the contrary contained
in this Note.


 


8.          Maximum
Interest Rate. Notwithstanding any provisions of this Note
or any instrument securing payment of the indebtedness evidenced by this Note to the contrary,
it is the intent of Borrower and Lender that Lender
shall never be entitled to receive, collect or apply, as interest on principal of the indebtedness, any amount in excess
of the maximum rate of interest permitted to be charged by applicable law; and if under any circumstance whatsoever, fulfillment
of any provision of this Note, at the time performance of such provision shall be due, shall
involve transcending the limit of validity prescribed by applicable law, then, ipso facto, the obligation to be fulfilled shall
be reduced to the limit of such validity; and in the event Lender ever receives, collects or
applies as interest any such excess, such amount which would be excess interest shall be deemed a permitted partial prepayment
of principal without penalty or premium and treated hereunder as such; and if the principal of the indebtedness evidenced hereby
is paid in full, any remaining excess funds shall forthwith be paid to Borrower. In determining
whether or not interest of any kind payable hereunder exceeds the highest lawful rate, Borrower and
Lender shall, to the maximum extent permitted under applicable law, (a)
characterize any non-principal payment as an expense, fee or premium rather than as interest, and (b)
amortize, prorate, allocate and spread such payment so that the interest on account of such indebtedness does not exceed
the maximum amount permitted by applicable law; provided that if the amount of interest received for the actual period of existence
thereof exceeds the maximum lawful rate, Lender shall refund to Borrower
the amount of such excess. Lender shall not be subject to any penalties provided by any
laws for contracting for, charging or receiving interest in excess of the maximum lawful rate.


 



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9.          Prepayment.
The portion of this Note bearing interest at the Adjusted LIBOR Rate may be prepaid only on the last
day of an Interest Period; provided, however, that the Borrower may prepay a LIBOR Rate Loan, either in whole or in part, prior
to such day so long as Borrower gives Lender five (5) days prior written notice to Lender and such prepayment is accompanied by
a simultaneous payment of the Additional Costs described in Section 4(C) above, plus accrued interest on the LIBOR Rate
Loan being prepaid through and including the date of prepayment (unless less than all of the principal amount of such LIBOR Rate
Loan is being prepaid, in which case such interest shall be due and payable on the next scheduled interest payment date).
No amount prepaid on this Note may be borrowed again.]


 


10.         Extension
of Maturity Date. Borrower shall have two (2) options to extend the Maturity Date for
twelve (12) month successive periods, the first such period to expire September 30, 2016 and
the second to expire September 30, 2017, subject to the following terms and conditions:


 


A.           No
Default or Event of Default under this Note
or any of the other Loan Documents has occurred and is continuing as of the date notice
of an extension is received by Lender or on the then current Maturity
Date;


 


B.           Borrower
shall give Lender not less than thirty (30) days, nor
more than three hundred sixty-five (365) days written notice in advance of the then current Maturity
Date of its election to exercise the first extension; and, not less than thirty (30) days, nor
more than sixty (60) days in advance of the then current Maturity Date to exercise the second extension; and


 


C.           Borrower
shall pay to Lender an extension fee in the amount of 0.15% of the principal balance of
the Loan for each extension; and


 


D.           The
Project has achieved a Debt Service Coverage Ratio of 1.15 to 1.00 as of the date the first extension option is exercised; and


 


E.           The
Project has achieved a Debt Service Coverage Ratio of 1.20 to 1.00 as of the date the second extension option is exercised.


 


F.           During
any extension period, Borrower shall make monthly payments of principal plus interest. Principal payments shall be in equal monthly
amounts calculated by determining the first two (2) years’ aggregate principal reduction of a thirty (30) year amortizing
loan at the greater of (i) the actual interest rate, (ii) a ten (10) year U.S. Treasury Note, plus two hundred fifty (250) basis
points, or (iii) six and one-half percent (6.5%), divided by twenty-four (24).





 



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11.         Default
and Remedies.


 


A.           Subject
to the applicable notice and cure provisions set forth in the Loan Agreement, an “Event of
Default” shall occur under this Note upon the occurrence of (a) the
failure of Borrower to make any principal or interest payment owing hereunder on the date which
is five (5) days after the date when due, (b) the failure by Borrower
to pay any other amount payable to Lender under this Note within
five (5) days after the date when any such payment is due in accordance with the terms hereof
or thereof, (c) a breach by Borrower of any of the covenants,
agreements, representations, warranties or other provisions hereof, or (d)  the occurrence
of any Event of Default under any of the other Loan Documents.
An Event of Default under this Note shall also be deemed an
Event of Default under the other Loan Documents.


 


B.           If
an Event of Default has occurred and is continuing, Lender shall
have the option, without demand or notice, other than specified herein or in the other Loan Documents,
to declare the unpaid principal of this Note, together with all accrued interest, prepayment
premium, if any, and other sums secured by the Security Instrument, Loan
Agreement, or other Loan Documents, at once due and payable to the extent permitted by
law, to foreclose the Security Instrument and the other liens or security interests securing
the payment of this Note, and to exercise any and all other rights and remedies available at
law or in equity under the Security Instrument or the other Loan Documents.


 


C.           The
remedies of Lender, as provided herein or in the Security Instrument
or any of the other Loan Documents shall be cumulative and concurrent, and may be pursued
singularly, successively or together, at the sole discretion of Lender, and may be exercised
as often as occasion therefor shall arise. No act of omission or commission of Lender,
including specifically any failure to exercise any right, remedy or recourse, shall be deemed to be a waiver or release of the
same, such waiver or release to be effected only through a written document executed by Lender and
then only to the extent specifically recited therein. A waiver or release with reference to any one event shall not be construed
as continuing, as a bar to, or as a waiver or release of, any subsequent right, remedy or recourse as to a subsequent event.


 


12.         Costs
and Attorneys’ Fees. If any Event of Default under this Note
shall occur, or if Lender incurs any expenses or costs in connection with the protection
or realization of any collateral, whether or not suit is filed thereon or on any instrument granting a security interest in said
collateral, Borrower promises to pay all costs of collection of every kind, including but not
limited to all appraisal costs, reasonable and actual attorneys’ fees, court costs, and expenses of every kind, incurred
by Lender in connection with such collection or the protection or enforcement of any or all of
the security for this Note, whether or not any lawsuit is filed with respect thereto.


 






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13.         Waiver.
Borrower, and each surety and endorser hereon waives grace, notice, notice of intent to accelerate,
notice of default, protest, demand, presentment for payment and diligence in the collection of
this Note (except as otherwise provided herein), and in the filing of suit hereon, and agrees
that his or its liability and the liability of his or its heirs, beneficiaries, successors and assigns for the payment hereof shall
not be affected or impaired by any release or change in the security or by any increase, modification, renewal or extension of
the indebtedness or its mode and time of payment. It is specifically agreed by the undersigned that the Lender
shall have the right at all times to decline to make any such release or change in any security given to secure the payment
hereof and to decline to make any such increase, modification, renewal or extension of the indebtedness or its mode and time of
payment.


   


14.         Notices.
All notices or other communications required or permitted hereunder shall be delivered in the manner set forth in the Loan
Agreement.


 


15.         Application
of Payments. All payments on account of the indebtedness evidencing the Note shall first
be applied to late charges and costs and fees incurred by Lender in enforcing its rights hereunder
or under the Security Instrument and the other Loan Documents,
second to accrued interest on the unpaid principal balance, and third to reduce unpaid principal inverse chronological order of
maturity. All payments shall be applied in the manner set forth in Section 16.


 


16.         Miscellaneous.


 


A.           The
headings of the paragraphs of this Note are inserted for convenience only and shall not be deemed
to constitute a part hereof.


 


B.           All
payments under this Note shall be payable in lawful money of the United
States which shall be legal tender for public and private debts at the time of payment; provided that a check will be deemed
sufficient payment so long as it clears when presented for payment. Each payment of principal or interest under this Note
shall be paid not later than 2:00 P.M. Central Standard Time on the date due therefor and funds received after that hour
shall be deemed to have been received by Lender on the following Business
Day. If any payment of principal, interest or any other amount due under this Note shall
become due on a day which is not a Business Day, the due date for such payment shall be automatically
extended to the next succeeding Business Day, and, in the case of a principal payment, such extension
of time shall be included in computing interest on such principal. Lender is hereby authorized
to charge any account of Borrower maintained with Lender for
each payment of principal, interest and other amounts due under this Note, when each such payment
becomes due. All amounts payable under this Note and the other Loan
Documents shall be paid by Borrower without offset or other reduction.


 


C.           This
Note has been made and delivered in Nashville, Tennessee and all funds disbursed to or for the
benefit of Borrower will be disbursed in Nashville, Tennessee.


 


D.           The
obligations and liabilities under this Note of Borrower shall be binding upon and enforceable
against Borrower and its heirs, legatees, legal representatives, successors and assigns. This
Note shall inure to the benefit of and may be enforced by Lender,
its successors and assigns.


  



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E.           If
any provision of this Note or any payments pursuant to the terms hereof shall be invalid or unenforceable
to any extent, the remainder of this Note and any other payments hereunder shall not be affected
thereby and shall be enforceable to the greatest extent permitted by law.


 


F.           If
this Note is executed by more than one party, the obligations and liabilities of each Borrower
under this Note shall be joint and several and shall be binding upon and enforceable against
each Borrower and their respective successors and assigns.


 


G.           Lender
may at any time assign its rights in this Note and the Loan
Documents, or any part thereof and transfer its rights in any or all of the collateral, and Lender
thereafter shall be relieved from all liability with respect to such collateral. In addition, the Lender
may at any time sell one or more participations in the Note. Borrower
may not assign its interest in this Note, or any other agreement with Lender
or any portion thereof, either voluntarily or by operation of law, without the prior written consent of Lender.


 


H.           Time
is of the essence of this Note and of each and every provision hereof.


 


I.           This
Note, together with the other Loan Documents, sets forth all
of the covenants, promises, agreements, conditions and understandings of the parties relating to the subject matter of this Note,
and there are no covenants, promises, agreements, conditions or understandings, either oral or written between them relating to
the subject matter of this Note or other than as are set forth herein
and in the other Loan Documents. This Note and the other
Loan Documents supersede all prior written and oral commitments and agreements relating to the
Loan. Borrower acknowledges that it is executing this Note
without relying on any statements, representations or warranties, either oral or written, that are not expressly set
forth herein or in the other Loan Documents.


 


J.           This
Note and each provision hereof may be modified, amended, changed, altered, waived, terminated
or discharged only by a written instrument signed by the party sought to be bound by such modification, amendment, change, alteration,
waiver, termination or discharge.


 


K.          Each
party to this Note and the legal counsel to each party have participated in the drafting of this
Note, and accordingly the general rule of construction to the effect that any ambiguities in
a contract are to be resolved against the party drafting the contract shall not be employed in the construction and interpretation
of this Note.


 


L.           Borrower
certifies that the proceeds of this Loan are to be used for business purposes.


 


17.         Choice
of Laws. This Note shall be governed by and construed in accordance with the laws of
the State of Tennessee.


 






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18.         JURY
WAIVER. BORROWER AND LENDER, BY ITS ACCEPTANCE HEREOF, HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVE
ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) BETWEEN OR AMONG
BORROWER AND LENDER ARISING OUT OF OR IN ANY WAY RELATED TO THIS GUARANTY, ANY OTHER LOAN DOCUMENT, OR ANY RELATIONSHIP BETWEEN
BORROWER AND LENDER. THIS PROVISION IS A MATERIAL INDUCEMENT TO LENDER TO PROVIDE THE LOAN DESCRIBED HEREIN AND IN THE OTHER LOAN
DOCUMENTS.


 


19.         JURISDICTION
AND VENUE. BORROWER HEREBY AGREES THAT ALL ACTIONS OR PROCEEDINGS INITIATED BY BORROWER AND
ARISING DIRECTLY OR INDIRECTLY OUT OF THIS NOTE SHALL BE LITIGATED IN THE COURTS OF DAVIDSON
COUNTY, TENNESSEE, OR THE UNITED STATES DISTRICT COURT FOR THE MIDDLE DISTRICT OF TENNESSEE.
BORROWER HEREBY EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR PROCEEDING COMMENCED BY LENDER
IN ANY OF SUCH COURTS. BORROWER WAIVES ANY CLAIM THAT DAVIDSON COUNTY, TENNESSEE OR THE MIDDLE DISTRICT OF TENNESSEE IS AN INCONVENIENT
FORUM OR AN IMPROPER FORUM BASED ON LACK OF VENUE. THE EXCLUSIVE CHOICE OF FORUM FOR BORROWER SET FORTH IN THIS SECTION SHALL NOT
BE DEEMED TO PRECLUDE THE ENFORCEMENT BY LENDER OF ANY JUDGMENT OBTAINED IN ANY OTHER FORUM OR
THE TAKING BY LENDER OF ANY ACTION TO ENFORCE THE SAME IN ANY OTHER APPROPRIATE JURISDICTION,
AND BORROWER HEREBY WAIVES THE RIGHT, IF ANY, TO COLLATERALLY ATTACK ANY SUCH JUDGMENT OR ACTION.


 


20.         Loan
Fee. In consideration of Lender’s agreement to make the Loan,
Borrower shall pay to Lender a non-refundable fee in the amount
of One Hundred Seventeen Thousand Eight Hundred Forty-Five and 00/100 Dollars ($117,845.00), which shall be due and payable in
full as a condition precedent to the first disbursement of proceeds under this Note.


 


21.         Patriot
Act. Lender hereby notifies Borrower that pursuant
to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,
2001)) (the “Act”), it is required to obtain, verify and record information
that identifies Borrower, which information includes the name and address of Borrower
and other information that will allow Lender to identify Borrower
in accordance with the Act.


 


[Remainder
of page INTENTIONALLY LEFT blank; 


signature
PAGE FOLLOWS]


 



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IN WITNESS WHEREOF, Borrower
has executed, sealed and delivered this Note as of the date and year first above written.


 


	 	BORROWER:
	 	 
	 	23HUNDRED, LLC, a Delaware limited liability company


 


	 	By:	BR Stonehenge 23Hundred JV, LLC, a Delaware limited liabilitycompany, as its sole Member and Manager


 


	 	By:	Stonehenge 23Hundred JV Member, LLC, aTennessee
	 	 	limited liability company, as its Manager


 


	 	By:	Stonehenge 23Hundred Manager, LLC, a Tennessee
	 	 	limited liability company, as its Manager


 


	 	By:	Stonehenge Real Estate Group, LLC, a
	 	 	Georgia limited liability company, as its Manager


 


	 	By:	/s/ Todd Jackovich
	 	 	Todd Jackovich, as its Manager


  



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