Exhibit 10.31


 


ASSIGNMENT AND ASSUMPTION OF BOND DOCUMENTS


 


This ASSIGNMENT AND ASSUMPTION
OF BOND DOCUMENTS (this "Agreement"), is made as of this 14th day of July, 2016, by and between WATERTON  TENSIDE
OWNER, L.L.C., a Delaware limited liability company ("Assignor"); and BR CARROLL TENSIDE, LLC, a Delaware
limited liability company ("Assignee").


 


WITNESSETH:


 


WHEREAS, pursuant to a Bond Resolution (the
"Bond Resolution") adopted by the Atlanta Development Authority, a public body corporate
and politic of the State of Georgia (the "Issuer") on November 20, 2008, and an Indenture of Trust (the "Indenture")
dated as of December 1, 2009, between the Issuer and The Bank of New York Mellon Trust Company, N.A., as Trustee (the "Trustee"),
the Issuer authorized the issuance of its "Atlanta Development Authority Taxable Lease Purchase Revenue Bond (Tivoli Tenside
Project) Series 2009" to finance a capital project (the "Project"), and on December 30, 2009, the Issuer issued
the initial bond, designated "R-1", to Assignor in the amount of $70,000,000 (the "Bond"). Pursuant to that
certain Assignment and Transfer of Bond dated on or about the date hereof, Assignor has sold, assigned and transfe1Ted unto Assignee
the Bond and all rights thereunder.


 


WHEREAS, Assignor wishes to assign to Assignee
all of its right, title, and interest in and to, and obligations under each of the following documents and agreements executed
in connection with the issuance of the Bond: (1) the Bond Purchase Agreement, dated as of December 1, 2009, among the Issuer, Assignor
(as successor in interest to and assignee of Ten Side Holdings, LLC, a Georgia limited liability
company ("Ten Side Holdings"), as the original purchaser thereunder), in its capacity as purchaser thereunder (in such
capacity, the "Purchaser"), and Assignor (as successor in interest to and assignee of Ten Side Holdings, as the original
lessee thereunder), in its capacity as lessee under the Lease (as defined therein), (2) the Guaranty Agreement, dated as of December
1, 2009, between Assignor (as successor in interest to and assignee of Ten Side Holdings,
as the original guarantor thereunder) and Trustee, and (3) the Home Office Payment Agreement, dated as of December 1, 2009, among
the Issuer, Trustee, and Assignor (as successor in interest to and assignee of Ten Side Holdings, as the original purchaser), in
its capacity as Purchaser and in connection with its use of the Project (as defined
therein) financed with the proceeds of the Bond (collectively, the "Bond Documents"); and


 


WHEREAS, Assignee wishes to assume certain
of Assignor's obligations under the Bond Documents arising from and after the date of this
Agreement.


 




     


     


    

 


AGREEMENT:


 


NOW,  THEREFORE, for
and in consideration of the covenants and agreements herein contained, the parties hereby agree as follows:


 


1.          Defined
Terms. Capitalized terms not defined herein shall have the meanings ascribed thereto in the Bond Documents.


 


2.          Transfer
of Rights and Assumption of Obligations.


 


(a)         Assignor
does hereby absolutely and unconditionally grant, set over, deliver, sell, assign, transfer, and convey to Assignee (1) all of
the right, title, interest, remedies, powers, options, benefits, and privileges of the "Company", the "Guarantor'',
the "Purchaser", and the "Bondholder" or "Holder", and all, if any, other right, title, interest,
remedies, powers, options, benefits, and privileges of Assignor, in, to and under the Bond Documents.


 


(b)         Assignee
hereby assumes all duties and obligations of the "Company'', the "Guarantor", the "Purchaser", and the
''Bondholder" or "Holder" under the Bond Documents arising from and after the date of this Agreement, but only for
so long as Assignee is the owner and holder of the right, title and interest assigned to Assignee hereunder.


 


3.          Miscellaneous.
This Agreement and the rights and obligations of Assignor and Assignee hereunder shall be binding upon and inure to the benefit
of Assignor and Assignee and their respective successors, assigns, heirs, executors, administrators, and personal representatives,
shall be governed by and constructed in accordance with the laws of the State of Georgia, and may not be modified or amended in
any manner other than by a written agreement signed by all parties hereto.


 


[Remainder of this page is blank; signatures
and seals follow]


 




     


     


    

 


IN
WITNESS WHEREOF, each of the parties hereto has caused this
instrument to be executed, sealed and delivered by its duly authorized representative,
all effective as of the day and year first written above.


 


	 	ASSIGNOR:
	 	 
	 	WATERTON TENSIDE OWNER, L.L.C.
	 	a Delaware limited liability company
	 	 	 
	 	By: 	/s/ David R. Schwartz
	 	Name: 	David R. Schwartz
	 	Title: 	Authorized Signatory


 


[signatures continue on next page]


 




     


     


    

 


	 	ASSIGNEE:
	 	 
	 	BR CARROLL TENSIDE, LLC
	 	a Delaware limited liability company
	 	 	 
	 	By: 	/s/ Jordan Ruddy
	 	 Jordan Ruddy, Authorized Signatory