Exhibit 10.8


 


Freddie Mac Loan No. 708556663


Century Palms at World Gateway


 


AGREEMENT TO AMEND
OR COMPLY


 


THIS AGREEMENT TO AMEND
OR COMPLY (“Agreement”) is made as of this 20th day of August, 2015 by and between BR CARROLL WORLD GATEWAY,
LLC, a Delaware limited liability company (“Borrower”) and JONES LANG LASALLE OPERATIONS, L.L.C.,
an Illinois limited liability company (“Lender”).


 


RECITALS:


 


A.          Borrower has
borrowed the sum of $24,999,000.00 (the "Loan") from Lender, evidenced by a Multifamily Loan and Security Agreement
of even date herewith executed by Borrower and Lender (the "Loan Agreement") and Borrower's Multifamily Note of
even date herewith (the "Note"), which Loan Agreement and Note are secured by an Amended and Restated Multifamily
Mortgage, Assignment of Rents and Security Agreement (the "Security Instrument") encumbering the multifamily rental
project known as Century Palms at World Gateway located in Orlando (Orange County), Florida (the "Property") and
more particularly described in the Security Instrument.


 


B.           The Loan Agreement,
the Note, the Security Instrument and the other documents, certificates, instruments and agreements executed by Borrower in connection
with or to otherwise evidence or secure the Loan are hereinafter collectively referred to as the "Loan Documents."


 


C.           Pursuant to the
terms of a Commitment Letter (the “Commitment”), Borrower has been advised that Lender intends to sell, transfer,
deliver and assign the Loan to the Federal Home Loan Mortgage Corporation (“Freddie Mac”).


 


NOW, THEREFORE, in
consideration of and as an inducement to Lender to make the Loan, Borrower, intending to be legally bound, hereby covenants and
agrees as follows:


 


1.            Further Documentation.
In the event any further documentation or information is (a) reasonably required by Lender in order to enable Lender to sell the
Loan to Freddie Mac, or (b) deemed reasonably necessary or appropriate by Lender in the exercise of its rights under the Commitment
or to correct patent mistakes in the Loan Documents, materials relating to mortgagee’s land title insurance or the funding
of the Loan, Borrower shall provide, or cause to be provided to Freddie Mac or Lender, as the case may be, at Borrower’s
cost and expense, including the payment of any additional fees required by Freddie Mac, such further documentation or information.
Borrower shall execute and deliver to Lender and/or Freddie Mac such documentation, including but not limited to, any amendments,
corrections, deletions or additions to the Note, the Security Instrument and the other Loan Documents as may be required by Lender
or Freddie Mac; provided, however, that Borrower shall not be required to do anything that has the effect of (a) changing the essential
economic terms of the Loan set forth in the Commitment, or (b) imposing greater liability under the Loan Documents than that set
forth in the Commitment, or (c) resulting in any significant cost or expense to the Borrower.


 


2.            Compliance
with Freddie Mac Requirements. Borrower shall do anything reasonably necessary to comply with the requirements of Freddie Mac,
in order to enable Lender to sell the Loan to Freddie Mac or to obtain a refund of the commitment fee from Freddie Mac; provided,
however, that Borrower shall not be required to do anything that has the effect of (a) changing the essential economic terms of
the Loan set forth in the Commitment, or (b) imposing greater liability under the Loan Documents than that set forth in the Commitment,
or (c) resulting in any significant cost or expense to the Borrower.


 






    	Agreement to Amend or Comply	Page 1 



     


    

 


3.            Event of Default.
In the event Borrower is requested to: (a) furnish any documentation or information, (b) execute and deliver any documentation;
(c) correct or amend any documents previously executed, or (d) perform any acts, as provided herein, and Borrower fails to do so
such that Freddie Mac refuses to purchase the Loan, or, if previously purchased, Freddie Mac requires that Lender repurchase the
Loan, then such failure by Borrower shall be, at the sole option of Lender, an event of default under the Loan Agreement, the Note,
the Security Instrument and the other Loan Documents and Lender shall have the right, in its sole and absolute option, to demand
payment in full of the Note, and pursue such remedies as are available to Lender under the Security Instrument and the other Loan
Documents.


 


4.            Signatures.
Borrower acknowledges that the Loan Documents may contain blanks for the date of the Loan Documents as well as for certain other
provisions in that such date and terms were not known at the time the Loan Documents were delivered to Borrower for execution.
Borrower further acknowledges that modifications may need to be made to the Loan Documents to incorporate changes thereto agreed
upon by Borrower, any guarantor, and Lender after delivery of the Loan Documents to Borrower for execution (collectively, the “Changes”).
Borrower hereby acknowledges and agrees that Lender is authorized to complete any blanks in the Loan Documents and to substitute
pages into the Loan Documents necessary to reflect any Changes upon review by Borrower and Borrower’s counsel. Borrower further
agrees that should any dispute arise as to which version of the Loan Documents is the “final” version, the computer
files maintained by Lender’s counsel, including without limitation any records of email communications, shall be conclusive
except in the case of manifest error.


 


5.            Survival.
This Agreement shall survive closing of the Loan and funding by Freddie Mac to Lender of Freddie Mac’s purchase of the Loan.


 


6.            Notices.
All notices given under this Agreement shall be in writing to the other party at the address and in the manner set forth in the
Loan Agreement and Security Instrument.


 


7.            Governing
Law: Recourse. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which the
Property is located and applicable federal law, and shall be binding on Borrower and its successors and assigns and shall inure
to the benefit of Lender and its successors and assigns. This Agreement is being executed in connection with the making of the
Loan pursuant to the terms of the Loan Agreement and the Note. Borrower’s liability hereunder shall be limited to the same
extent provided in the Note. Time is of the essence of this Agreement.


 


8.            Counterparts.
This Agreement may be executed in multiple counterparts, each of which shall constitute an original document and all of which together
shall constitute one agreement.


 


IN WITNESS WHEREOF,
the parties have caused the execution and delivery of this Agreement, under seal, as of the day and year first above written.


 




    	Agreement to Amend or Comply	Page 2 



     


    

 


	 	BORROWER:
	 	 
	 	BR CARROLL WORLD GATEWAY, LLC, 

a Delaware limited liability company
	 	 	 
	 	By:	/s/ Jordan Ruddy
	 	 	Jordan Ruddy
	 	 	Chief Executive Officer


 


{Signatures continued on next page}


 




    	Agreement to Amend or Comply	Page 3 



     


    

 


	 	LENDER:
	 	 
	 	JONES LANG LASALLE OPERATIONS, L.L.C.,

 an Illinois limited liability company
	 	 	 
	 	By:	 /s/ Faron G. Thompson
	 	 	Faron G. Thompson
	 	 	Managing Director, Capital Markets-Real Estate Investment Banking


 








    	Agreement to Amend or Comply	Page 4