Exhibit 10.9


 


	
         

        RECORDING REQUESTED

        BY AND WHEN

        RECORDED RETURN TO:

         

        Alison D. Waterson, Esq.

        Alston & Bird LLP

        1201 West Peachtree Street

        Atlanta, Georgia 30309



 


THIS INSTRUMENT IS TO BE FILED FOR RECORD
IN THE REAL ESTATE RECORDS OF THE COUNTY WHERE THE REAL PROPERTY IS LOCATED AND SHALL CONSTITUTE A FIXTURE FILING IN ACCORDANCE
WITH THE PROVISIONS OF O.C.G.A. SECTION 11-9-502(C).


 


THIS INSTRUMENT SECURES FUTURE ADVANCES
OR OBLIGATIONS PURSUANT TO O.C.G.A. SECTION 44-14-2.


 


DEED TO SECURE DEBT, SECURITY AGREEMENT
AND


 


FIXTURE FILING


 


BY


 


BR ROSWELL, LLC, 


a Delaware limited liability company,


 


as Grantor


 


TO


 


METLIFE
HCMJV 1 REIT, LLC,


a Delaware limited liability company,


 


as Grantee


 


December 1, 2016


 




     

     


    

 


DEED TO SECURE DEBT, SECURITY AGREEMENT
AND FIXTURE FILING


 


DEFINED TERMS


 


	
        Execution Date: December 1, 2016

	 
	Note:  The promissory note dated as of the Execution Date made by Grantor to the order of Grantee in the principal amount of $51,000,000.00 having a maturity date of December 1, 2026
	 
	
        Grantee & Address:                      MetLife HCMJV 1 REIT, LLC,
        a Delaware limited liability company

              c/o
MetLife Real Estate Investors

              One
Alliance Center

             
        3500 Lenox Road NE, Suite 1800

              Atlanta,
GA 30326

              Attention:
Officer in Charge

              Re: Roswell City Walk Apartments

         

        and:       MetLife
        HCMJV 1 REIT, LLC

              c/o MetLife Real Estate Investors

              One Alliance Center

              3500 Lenox Road NE, Suite 1800

              Atlanta, GA 30326

              Attention: Regional Associate General
        Counsel

              Re: Roswell City Walk Apartments

         

        and:       MetLife HCMJV 1 REIT, LLC

              c/o MetLife Investment Advisors, LLC

              One MetLife Way

              Whippany, NJ 07981-1449

              Attention: Associate General Counsel
        – MIM Unit

              Investments Law

              Re: Roswell
City Walk Apartments

         

	
        Grantor & Address:
                  BR Roswell, LLC, a Delaware limited liability company

        c/o Bluerock Real Estate, LLC

        712 Fifth Avenue, 9th Floor

        New York, NY 10019

        Attention: Michael Konig and Jordan Ruddy

         

        with a copy to:

         

        Kaplan Voekler Cunningham
        & Frank PLC

        1401 East Cary Street

        Richmond, Virginia 23219

        Attention: S. Edward Flanagan, Esq.

         



 




    	 	 2	DEED TO SECURE DEBT



     


    

 


	
        Liable Party &
        Address:    Bluerock Residential Growth REIT, Inc., a Maryland corporation

        c/o Bluerock Real Estate, LLC

        712 Fifth Avenue, 9th Floor

        New York, NY 10019

        Attention: Michael Konig

         

        with a copy to:

         

        Kaplan Voekler Cunningham
        & Frank PLC

        1401 East Cary Street

        Richmond, Virginia 23219

        Attention: S. Edward Flanagan, Esq.

         

	
        County and State in which the Property is located: Fulton
        County, State of Georgia

         

	
        Loan Documents: The Note, this Deed to Secure Debt, the
        Loan Agreement and any other documents related to the Note and/or this Deed to Secure Debt and all renewals, amendments, modifications,
        restatements and extensions of these documents. Loan Agreement: Loan Agreement dated as of the Execution Date by Grantor
        and Grantee. Indemnity Agreement: Unsecured Indemnity Agreement dated as of the Execution Date and executed by Grantor and
        Liable Party in favor of Grantee. Guaranty: Guaranty of Recourse Obligations dated as of the Execution Date and executed
        by Liable Party. The Indemnity Agreement and the Guaranty are not Loan Documents and shall survive repayment of the Loan or other
        termination of the Loan Documents in accordance with their terms.

         

        Defined Terms: Capitalized terms not defined below shall
        have the meanings ascribed to them in the Loan Agreement.



 




    	 	 3	DEED TO SECURE DEBT



     


    

 


This DEED TO SECURE
DEBT, SECURITY AGREEMENT AND FIXTURE FILING (this “Deed to Secure Debt”) is entered into as of the Execution Date by
Grantor to Grantee with reference to the following Recitals:


 


RECITALS


 


A.       This
Deed to Secure Debt secures: (1) the payment of the indebtedness evidenced by the Note with interest at the rates set forth in
the Loan Agreement, together with all renewals, modifications, consolidations and extensions of the Note, all additional advances
or fundings made by Grantee, and any other amounts required to be paid by Grantor under any of the Loan Documents, (collectively,
the “Secured Indebtedness”, and sometimes referred to as the “Loan”) and (2) the full performance by Grantor
of all of the terms, covenants and obligations of Grantor set forth in any of the Loan Documents (collectively, the “Other
Obligations”).


 


B.       Grantor
makes the following covenants and agreements for the benefit of Grantee or any party designated by Grantee, including any prospective
purchaser of the Loan Documents or participant in the Loan, and their respective officers, employees, agents, attorneys, representatives
and contractors (all of which are collectively referred to as, “Grantee”).


 


NOW, THEREFORE, IN
CONSIDERATION of the Recitals and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged,
Grantor agrees as follows:


 


Article 1 - GRANTS OF
SECURITY


 


Section 1.1       Real
Property Grant. Grantor irrevocably sells, transfers, grants, conveys, assigns
and warrants to Grantee, its successors and assigns, with power of sale, subject to the rights of Tenants under the Leases, and
right of entry and possession, all of Grantor’s present and future estate, right, title and interest in and to the following
which are collectively referred to as the “Real Property”:


 


(1)       that
certain real property located in the County and State which is more particularly described in Exhibit ”A”
attached to this Deed to Secure Debt or any portion of the real property; all easements, rights-of-way, gaps, strips and gores
of land; streets and alleys; sewers and water rights; privileges, licenses, tenements, and appurtenances appertaining to the real
property, and the reversion(s), remainder(s), and claims of Grantor with respect to these items, and the benefits of any existing
or future conditions, covenants and restrictions affecting the real property (collectively, the “Land”);


 


(2)       all
things now or hereafter affixed to or placed on the Land, including all buildings, structures and improvements, all fixtures and
all machinery, elevators, boilers, building service equipment (including, without limitation, all equipment for the generation
or distribution of air, water, heat, electricity, light, fuel or for ventilating or air conditioning purposes or for sanitary or
drainage purposes or for the removal of dust, refuse or garbage), building materials, partitions, swimming pool filters, pumps
and associated pool equipment, furniture, furnishings, supplies, computers and software, window coverings and floor coverings,
lobby furnishings, microwaves, refrigerators, ranges, dishwashers, washers, dryers, all other appliances and other property now
or in the future attached, or installed in the improvements and all replacements, repairs, additions, or substitutions to these
items (collectively, the “Improvements”);


 




    	 	 4	DEED TO SECURE DEBT



     


    

 


(3)       all
present and future income, rents, revenue, profits, proceeds, accounts receivables and other benefits from the Land and/or Improvements
and all deposits made with respect to the Land and/or Improvements, including, but not limited to, any security given to utility
companies by Grantor, any advance payment of real estate taxes or assessments, or insurance premiums made by Grantor and all claims
or demands relating to such deposits and other security, including claims for refunds of tax payments or assessments, and all insurance
proceeds payable to Grantor in connection with the Land and/or Improvements whether or not such insurance coverage is specifically
required under the terms of this Deed to Secure Debt (“Insurance Proceeds”) (all of the items set forth in this paragraph
are referred to collectively as “Rents and Profits”);


 


(4)       all
damages, payments and revenue of every kind that Grantor may be entitled to receive, from any person owning or acquiring a right
to the oil, gas or mineral rights and reservations of the Land;


 


(5)       all
proceeds and claims arising on account of any damage to, or Condemnation of any part of the Land and/or Improvements, and all causes
of action and recoveries for any diminution in the value of the Land and/or Improvements;


 


(6)       all
licenses, contracts, management agreements, guaranties, warranties, franchise agreements, permits, or certificates relating to
the ownership, use, operation or maintenance of the Land and/or Improvements; and


 


(7)       all
names by which the Land and/or Improvements may be operated or known, and all rights to carry on business under those names, and
all trademarks, trade names, and goodwill relating to the Land and/or Improvements.


 


TO HAVE AND TO HOLD
the Real Property, unto Grantee, its successors and assigns, IN FEE SIMPLE forever subject to the terms, covenants and conditions
of this Deed to Secure Debt.


 


Section 1.2       Personal
Property Grant. Grantor irrevocably sells, transfers, grants, conveys, assigns
and warrants to Grantee, its successors and assigns, a security interest in Grantor’s interest in the following personal
property which is collectively referred to as “Personal Property”:


 


(1)       any
portion of the Real Property which may be personal property, and all other personal property, whether now existing or acquired
in the future which is attached to, appurtenant to, or used in the construction or operation of, or in connection with, the Real
Property;


 


(2)       all
rights to the use of water, including water rights appurtenant to the Real Property, pumping plants, ditches for irrigation, all
water stock or other evidence of ownership of any part of the Real Property that is owned by Grantor in common with others and
all documents of membership in any owner’s association or similar group;


 


(3)       all
plans and specifications prepared for construction of the Improvements; and all contracts and agreements of Grantor relating to
the plans and specifications or to the construction of the Improvements;


 




    	 	 5	DEED TO SECURE DEBT



     


    

 


(4)       all
equipment, machinery, fixtures, goods, accounts, general intangibles, letter of credit rights, commercial tort claims, deposit
accounts, documents, instruments and chattel paper and all substitutions, replacements of, and additions to, any of the these items;


 


(5)       all
sales agreements, deposits, escrow agreements, other documents and agreements entered into with respect to the sale of any part
of the Real Property, and all proceeds of the sale; and


 


(6)       all
proceeds from the voluntary or involuntary disposition or claim respecting any of the foregoing items (including judgments, condemnation
awards or otherwise).


 


All of the Real Property
and the Personal Property are collectively referred to as the “Property.”


 


Section 1.3       Conditions
to Grant. If Grantor shall pay to Grantee the Secured Indebtedness, at the times
and in the manner stipulated in the Loan Documents, and if Grantor shall perform and observe each of the terms, covenants and
agreements set forth in the Loan Documents, then this Deed to Secure Debt and all the rights granted by this Deed to Secure Debt
shall be cancelled and surrendered by Grantee in accordance with the laws of the State of Georgia (the “State”).


 


Article 2 - GRANTOR COVENANTS


 


Grantor
covenants and agrees that:


 


Section 2.1       Performance
by Grantor. Grantor shall pay the Secured Indebtedness to Grantee and shall keep
and perform the Other Obligations.


 


Section 2.2       Incorporation by Reference.
All the covenants, conditions and agreements contained in (a) the Loan Agreement, (b) the Note and (c) all and any of the other
Loan Documents, are hereby made a part of this Deed to Secure Debt to the same extent and with the same force as if fully set
forth herein. In the event of any conflict between the provisions of this Deed to Secure Debt and the provisions of the Loan Agreement,
the provisions of the Loan Agreement shall control.


 


Section 2.3        Warranty
of Title.


 


(a)       Grantor
warrants that it holds marketable and indefeasible fee simple absolute title to the Real Property, and that it has the right and
is lawfully authorized to sell, convey or encumber the Property subject only to the Permitted Exceptions. The Property is free
from all due and unpaid taxes, assessments and mechanics’ and materialmen’s liens.


 


(b)       Grantor
further covenants to warrant and forever defend Grantee from and against all persons claiming any interest in the Property.


 


Section 2.4        Taxes,
Liens and Other Charges.


 


(a)       Grantor
shall pay all Impositions in accordance with the Loan Agreement.


 




    	 	 6	DEED TO SECURE DEBT



     


    

 


(b)       In
the event of the passage, after the Execution Date, of any law which deducts from the value of the Property, for the purposes of
taxation, any lien or security interest encumbering the Property, or changing in any way the existing laws regarding the taxation
of mortgages, deeds of trust and/or security agreements or debts secured by these instruments, or changing the manner for the collection
of any such taxes, and the law has the effect of imposing payment of any Impositions upon Grantee, at Grantee’s option, the
Secured Indebtedness shall immediately become due and payable but without the payment of any Prepayment Fee. Notwithstanding the
preceding sentence, the Grantee’s election to accelerate the Loan shall not be effective if (1) Grantor is permitted by law
(including, without limitation, applicable interest rate laws) to, and actually does, pay the Imposition or the increased portion
of the Imposition and (2) Grantor agrees in writing to pay or reimburse Grantee in accordance with Section 7.6 of this Deed to
Secure Debt for the payment of any such Imposition which becomes payable at any time when the Loan is outstanding.


 


Section 2.5        Suits
And Other Acts to Protect the Property.


 


(a)       Grantor
shall immediately notify Grantee of the commencement, or receipt of notice, of any and all actions or proceedings or other material
matter or claim (i) affecting the Property, and/or (ii) arising under any of the Leases or that is connected with the obligations,
duties or liabilities of the landlord, tenant or any guarantor under any Lease, and/or (iii) affecting the interest of Grantee
under the Loan Documents (collectively, “Actions”). Grantor shall appear in and defend any Actions.


 


(b)       Except
with regard to De Minimis Actions (as hereinafter defined), Grantee shall have the right, at the cost and expense of Grantor, to
institute, maintain and participate in Actions and take such other action, as it may deem appropriate in the good faith exercise
of its discretion, to preserve or protect the Property and/or the interest of Grantee under the Loan Documents. Any money paid
by Grantee under this Section shall be reimbursed to Grantee in accordance with Section 7.6 hereof. As used herein, “De
Minimis Actions” shall mean, collectively, Actions undertaken by Grantor in the ordinary course with regard to enforcement
of remedies under residential Leases upon a default of Tenants thereunder, but expressly excludes any Actions that involve any
defense or counterclaim raised by Tenants.


 


Section 2.6      Collateral
Security Instruments. Grantor covenants and agrees that if Grantee at any time
holds additional security for any obligations secured by this Deed to Secure Debt, it may enforce its rights and remedies with
respect to the security, at its option, either before, concurrently or after a sale of the Property is made pursuant to the terms
of this Deed to Secure Debt. Grantee may apply the proceeds of the additional security to the Secured Indebtedness without affecting
or waiving any right to any other security, including the security under this Deed to Secure Debt, and without waiving any breach
or default of Grantor under this Deed to Secure Debt or any other Loan Document.


 


Section 2.7       Performance of Other Agreements.
Grantor shall observe and perform each and every term, covenant and provision to be observed or performed by Grantor pursuant
to the Loan Agreement, any other Loan Document and any other agreement or recorded instrument affecting or pertaining to the Property
and any amendments, modifications or changes thereto.


 




    	 	 7	DEED TO SECURE DEBT



     


    

 


Article 3 - INSURANCE


 


Section 3.1       Required
Insurance and Terms of Insurance Policies. During the term of this Deed to Secure Debt, Grantor shall obtain and maintain,
or cause to be obtained and maintained, in full force and effect at all times insurance with respect to Grantor and the Property
as required pursuant to the Loan Agreement.


 


Section 3.2       Assignment
to Grantee. To the extent the insurance requirements in Section 6.1 of the Loan Agreement are satisfied using a stand-alone
policy(ies) covering only the Property, then in the event of the foreclosure of this Deed to Secure Debt or other transfer of
the title to the Property in extinguishment of the Secured Indebtedness, all right, title and interest of Grantor in and to such
insurance policy(ies), or premiums or payments in satisfaction of claims or any other rights under these insurance policy(ies)
shall pass to the transferee of the Property. Notwithstanding the foregoing to the extent the insurance requirements in Section 6.1
of the Loan Agreement are satisfied using a blanket policy then in the event of the foreclosure of this Deed to Secure Debt or
other transfer of the title to the Property in extinguishment of the Secured Indebtedness, all right, title and interest of Grantor
in and to any premiums or payments in satisfaction of claims or any other rights under such insurance policy(ies) relating to
the Property shall pass to the transferee of the Property.


 


Article 4 -
LEASES


 


Pursuant to the Assignment
of Leases of even date herewith, Grantor has assigned the Leases and the Rents and Profits to Grantee. Grantor acknowledges that
it is permitted to collect certain of the Rents and Profits and exercise certain rights under the Leases pursuant to a revocable
license as set forth in the Assignment of Leases.


 


Article 5 -
GRANTOR AGREEMENTS AND FURTHER ASSURANCES


 


Section 5.1       Further
Assurances. Grantor shall, without expense to Grantee, execute, acknowledge and deliver all further acts, deeds, conveyances,
mortgages, deeds of trust, assignments, security agreements, and financing statements as Grantee shall from time to time reasonably
require, to assure, convey, assign, transfer and confirm unto Grantee the Property and rights conveyed or assigned by this Deed
to Secure Debt or which Grantor may become bound to convey or assign to Grantee, or for carrying out the intention or facilitating
the performance of the terms of this Deed to Secure Debt or any of the other Loan Documents, or for filing, refiling, registering,
reregistering, recording or rerecording this Deed to Secure Debt. If Grantor fails to comply with the terms of this Section, Grantee
may, at Grantor’s expense, perform Grantor’s obligations for and in the name of Grantor, and Grantor hereby irrevocably
appoints Grantee as its attorney-in-fact to do so. The appointment of Grantee as attorney-in-fact is coupled with an interest.


 




    	 	 8	DEED TO SECURE DEBT



     


    

 


Section 5.2      Splitting of Deed
to Secure Debt. Grantee, without in any way limiting Grantee’s other rights hereunder, in its sole and absolute discretion,
shall have the right to divide the Loan into two or more tranches which may be evidenced by two or more notes, which notes may
be pari passu or senior/subordinate, provided that (i) the aggregate principal amount of the notes immediately following such
division shall equal the outstanding principal balance of the Loan and (ii) the weighted average interest rate of the Loan
immediately following such division shall equal the interest rate which was applicable to the Loan immediately prior to such division.
Grantor shall cooperate with reasonable requests of Grantee in order to divide the Loan and shall execute and deliver such documents
as shall reasonably be required by Grantee in connection therewith, including, without limitation, new notes to replace the original
Note, all in form and substance reasonably satisfactory to Grantee, provided that such documents shall contain terms, provisions
and clauses (x) no less favorable to Grantor than those contained herein and in the Note, and (y) which do not increase
Grantor’s obligations hereunder or decrease Grantor’s rights under the Loan Documents. If Grantee redefines the interest
rate, the amount of interest payable under the modified notes, in the aggregate, shall at all times equal the amount of interest
which would have been payable under the Note at the Interest Rate. In the event Grantor fails to execute and deliver such documents
to Grantee within five (5) Business Days following such request by Grantee, Grantor hereby absolutely and irrevocably appoints
Grantee as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary
or desirable to effect such transactions, Grantor ratifying all that such attorney shall do by virtue thereof.


 


Section 5.3       Replacement
of Note. Upon notice to Grantor of the loss, theft, destruction or mutilation
of the Note, Grantor will execute and deliver, in lieu of the original Note, a replacement note, identical in form and substance
to the Note and dated as of the Execution Date. Upon the execution and delivery of the replacement note, all references in any
of the Loan Documents to the Note shall refer to the replacement note.


 


Section 5.4       Subrogation.
Grantee shall be subrogated to the lien of any and all encumbrances against the Property paid out of the proceeds of the Loan and
to all of the rights of the recipient of such payment.


 


Article 6 -
DUE ON SALE/ENCUMBRANCE


 


Section 6.1       Grantee Reliance.
Grantor acknowledges that Grantee has examined and relied on the experience of Grantor and its partners, shareholders, stockholders,
members, principals and (if Grantor is a trust) beneficial owners in owning and operating properties such as the Property in agreeing
to make the Loan, and will continue to rely on Grantor’s ownership of the Property as a means of maintaining the value of
the Property as security for repayment of the Secured Indebtedness and the performance of the Other Obligations. Grantor acknowledges
that Grantee has a valid interest in maintaining the value of the Property so as to ensure that, should Grantor default in the
repayment of the Secured Indebtedness or the performance of the Other Obligations, Grantee can recover the Secured Indebtedness
by a sale of the Property.


 


Section 6.2       No Transfer.
Grantor shall not permit or suffer any Transfer to occur, unless specifically permitted by Article VIII of the Loan Agreement,
the provisions of which such Article are hereby incorporated by reference into this Deed to Secure Debt to the same extent and
with the same force as if fully set forth herein.


 


Section 6.3       Grantee’s
Rights. Grantee shall not be required to demonstrate any actual impairment of its security or any increased risk of default
hereunder in order to declare the Secured Indebtedness immediately due and payable upon a Transfer without Grantee’s consent.
This provision shall apply to every Transfer, other than any Transfer permitted pursuant to the Loan Agreement, regardless of whether
voluntary or not, or whether or not Grantee has consented to any previous Transfer.


 




    	 	 9	DEED TO SECURE DEBT



     


    

 


Article 7 –
DEFAULTS AND REMEDIES


 


Section 7.1       Events
of Default. The term “Event of Default” as used in this Deed to Secure
Debt shall have the meaning assigned to such term in the Loan Agreement.


 


Section 7.2       Remedies.
Upon the happening of an Event of Default, the Secured Indebtedness shall, at the option of Grantee, become immediately
due and payable, without further notice or demand, and Grantee may suspend any or all performance required of Grantee under the
Loan Documents and may undertake any one or more of the following remedies:


 


(a)       Foreclosure.
Institute a foreclosure action in accordance with the law of the State, or take any other action as may be allowed, at law or in
equity, for the enforcement of the Loan Documents and realization on the Property or any other security afforded by the Loan Documents.
In the case of a judicial proceeding, Grantee may proceed to final judgment and execution for the amount of the Secured Indebtedness
owed as of the date of the judgment, together with all costs of suit, reasonable attorneys’ fees and interest on the judgment
at the maximum rate permitted by law from the date of the judgment until paid. If Grantee is the purchaser at the foreclosure sale
of the Property, the foreclosure sale price shall be applied against the total amount due Grantee; and/or


 


(b)       Power
of Sale. Institute a non-judicial foreclosure proceeding in compliance with applicable law in effect on the date foreclosure
is commenced for Grantee to sell and dispose of the Property, either as a whole or in separate parcels as Grantee may determine,
at public sale or sales at the usual place for conducting sales at the courthouse in the county where the Property or any part
thereof may be located, to the highest bidder for cash, in order to pay the Secured Indebtedness, after first advertising the time,
terms, and place of such sale by publishing a notice thereof once a week for four (4) consecutive weeks immediately preceding such
sale (but without regard to the number of days) in a newspaper in which sheriffs’ advertisements are published in said county,
all other notice being hereby waived by Grantor. Grantee may postpone the sale of all or any portion of the Property by public
announcement at the time and place of sale, and from time to time may further postpone the sale by public announcement in accordance
with applicable law. If the Property is sold as separate parcels, Grantee may direct the order in which the parcels are sold. Grantee
may thereupon execute and deliver to the purchaser at said sale a sufficient conveyance of the Property in fee simple (without
covenant or warranty, express or implied), which conveyance may contain recitals as to the happening of the Event of Default upon
which the execution of the power of sale herein granted depends, and said recitals shall be presumptive evidence that all preliminary
acts prerequisite to said sale and deed were in all things duly complied with. Grantee, its agents, representatives, successors,
or assigns may bid and purchase at such sale and be entitled to a credit against the purchase price in the amount owed to Grantee
under the Loan, and Grantor hereby constitutes and appoints Grantee or its assigns, agent, or attorney-in-fact to make such recitals,
sale, and conveyance and all of the acts of such attorney-in-fact are hereby ratified. Grantor agrees that such recitals shall
be binding and conclusive upon Grantor and that the conveyance to be made by Grantee or its assigns (and in the event of a deed
in lieu of foreclosure, then as to such conveyance), shall be effectual to bar all right, title and interest, equity of redemption,
including all statutory redemption, homestead, dower, courtesy and all other exemptions of Grantor or its successors in interest
in and to said Property. In the event of such a foreclosure sale, the proceeds of such sale shall be applied in whatever order
Grantee in its sole discretion may decide to the outstanding principal amount of the Secured Indebtedness and interest then due
thereon, and all amounts advanced by Grantee for taxes, assessments, fire insurance premiums and other charges, with interest at
the Default Rate thereon from date of payment, together with all reasonable costs and charges for advertising, commissions for
selling the Property, and reasonable attorneys’ fees, and Grantee will pay over any surplus to Grantor (subject to Section
12.20 of the Loan Agreement, in the event of any deficiency Grantor shall immediately on demand from Grantee pay over to Grantee,
or its nominee, such deficiency). Grantor agrees that possession of the Property during the existence of the Secured Indebtedness
by Grantor, or any person claiming under Grantor, shall be that of tenant under Grantee, or its assigns, and in case of a sale
as herein provided, Grantor or any person in possession under Grantor (other than Tenants in accordance with the Leases) shall
then become and be tenants holding over and shall forthwith deliver possession to the purchaser at such sale, or be summarily dispossessed
in accordance with the provisions of law applicable to tenants holding over. The power and agency hereby granted are coupled with
an interest and are irrevocable by death or otherwise, and are in addition to any and all other remedies which Grantee may have
at law or in equity; and/or


 




    	 	 10	DEED TO SECURE DEBT



     


    

 


(c)       Entry.
Enter into possession of the Property, lease the Improvements, collect all Rents and Profits and, after deducting all costs of
collection and administration expenses, apply the remaining Rents and Profits in such order and amounts as Grantee, in Grantee’s
sole discretion, may elect to the payment of Impositions, operating costs, costs of maintenance, restoration and repairs, Premiums
and other charges, including, but not limited to, costs of leasing the Property and fees and costs of counsel and receivers, and
in reduction of the Secured Indebtedness; and/or


 


(d)       Receivership.
Have a receiver appointed to enter into possession of the Property, lease the Property, collect the Rents and Profits and apply
them as the appropriate court may direct. Grantee shall be entitled to the appointment of a receiver without the necessity of proving
either the inadequacy of the security or the insolvency of Grantor or any of the Liable Party. Grantor and Liable Party shall be
deemed to have consented to the appointment of the receiver. The collection or receipt of any of the Rents and Profits by Grantee
or any receiver shall not affect or cure any Event of Default.


 


Section 7.3       Application
of Proceeds. In the event of a sale of the Property pursuant to Section 7.2
of this Deed to Secure Debt, to the extent permitted by law, the Grantee shall determine in its sole discretion the order in which
the proceeds from the sale shall be applied to the payment of the Secured Indebtedness, including without limitation, the expenses
of the sale and of all proceedings in connection with the sale, including reasonable attorneys’ fees and expenses; Impositions,
Premiums, liens, and other charges and expenses; the outstanding principal balance of the Secured Indebtedness; any accrued interest;
any Prepayment Fee; and any other amounts owed under any of the Loan Documents.


 


Section 7.4        Waiver
of Jury Trial. To the fullest extent permitted by law, Grantor and Grantee HEREBY
WAIVE THEIR RESPECTIVE RIGHT TO TRIAL BY JURY in any action, proceeding and/or hearing on any matter whatsoever arising out of,
or in any way connected with, the Note, this Deed to Secure Debt or any of the Loan Documents, or the enforcement of any remedy
under any law, statute, or regulation. Neither party will seek to consolidate any such action in which a jury has been waived,
with any other action in which a jury trial cannot or has not been waived. Each party has received the advice of counsel with
respect to this waiver.


 




    	 	 11	DEED TO SECURE DEBT



     


    

 


Section 7.5       Grantee’s
Right to Perform Grantor’s Obligations. Grantor agrees that, if Grantor
fails to perform any act or to pay any money which Grantor is required to perform or pay under the Loan Documents, Grantee may
make the payment or perform the act at the cost and expense of Grantor and in Grantor’s name or in its own name. Any money
paid by Grantee under this Section 7.5 shall be reimbursed to Grantee in accordance with Section 7.6 hereof.


 


Section 7.6       Grantee
Reimbursement. All payments made, or funds expended or advanced by Grantee pursuant
to the provisions of any Loan Document, shall (1) become a part of the Secured Indebtedness, (2) bear interest at the Interest
Rate (as defined in the Loan Agreement) from the date such payments are made or funds expended or advanced, (3) become due and
payable by Grantor upon demand by Grantee, and (4) bear interest at the Default Rate (as defined in the Loan Agreement) from the
date of such demand. Grantor shall reimburse Grantee within ten (10) days after receipt of written demand for such amounts.


 


Section 7.7      Fees
and Expenses. If Grantee becomes a party (by intervention or otherwise) to any
action or proceeding affecting, directly or indirectly, Grantor, the Property or the title thereto or Grantee’s interest
under this Deed to Secure Debt, or employs an attorney to collect any of the Secured Indebtedness or to enforce performance of
the obligations, covenants and agreements of the Loan Documents, Grantor shall reimburse Grantee in accordance with Section 7.6
hereof for all expenses, costs, charges and reasonable legal fees incurred by Grantee (including, without limitation, the fees
and expenses of experts and consultants), whether or not suit is commenced.


 


Section 7.8       Waiver
of Consequential and/or Punitive Damages. Grantor covenants and agrees that in
no event shall Grantee be liable for consequential and/or punitive damages, and to the fullest extent permitted by law, Grantor
expressly waives all existing and future claims that it may have against Grantee for consequential damages and/or punitive damages.


 


Article 8 –
SECURITY AGREEMENT


 


Section 8.1       Security
Agreement. THIS DEED TO SECURE DEBT CREATES A LIEN ON THE PROPERTY. IN ADDITION,
TO THE EXTENT THE PROPERTY IS PERSONAL PROPERTY OR FIXTURES UNDER APPLICABLE LAW, THIS DEED TO SECURE DEBT CONSTITUTES A SECURITY
AGREEMENT UNDER THE UNIFORM COMMERCIAL CODE OF THE STATE IN WHICH THE PROPERTY IS LOCATED (THE “U.C.C.”) AND ANY OTHER
APPLICABLE LAW AND IS FILED AS A FIXTURE FILING. UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, GRANTEE MAY, AT ITS OPTION, PURSUE
ANY AND ALL RIGHTS AND REMEDIES AVAILABLE TO A SECURED PARTY WITH RESPECT TO ANY PORTION OF THE PROPERTY, AND/OR GRANTEE MAY,
AT ITS OPTION, PROCEED AS TO ALL OR ANY PART OF THE PROPERTY IN ACCORDANCE WITH GRANTEE’S RIGHTS AND REMEDIES WITH RESPECT
TO THE LIEN CREATED BY THIS DEED TO SECURE DEBT. THIS FINANCING STATEMENT SHALL REMAIN IN EFFECT AS A FIXTURE FILING UNTIL THIS
DEED TO SECURE DEBT IS RELEASED OR SATISFIED OF RECORD.


 




    	 	 12	DEED TO SECURE DEBT



     


    

 


Section 8.2       Characterization
of Property. The grant of a security interest to Grantee in this Deed to Secure
Debt shall not be construed to limit or impair the security title of this Deed to Secure Debt or the rights of Grantee with respect
to any property which is real property or which the parties have agreed to treat as real property. To the fullest extent permitted
by law, everything used in connection with the production of Rents and Profits is, and at all times and for all purposes and in
all proceedings, both legal and equitable, shall be regarded as real property, irrespective of whether or not the same is physically
attached to the Land and/or Improvements.


 


Section 8.3       Protection
Against Purchase Money Security Interests. It is understood and agreed that in
order to protect Grantee from the effect of U.C.C. Section 9-334, as amended from time to time and as enacted in the State,
in the event that Grantor intends to purchase any goods which may become fixtures attached to the Property, or any part of the
Property, and such goods will be subject to a purchase money security interest held by a seller or any other party:


 


(a)       Before
executing any security agreement or other document evidencing or perfecting the security interest, Grantor shall obtain the prior
written approval of Grantee, such approval not to be unreasonably withheld. All requests for such written approval shall be in
writing and contain the following information: (i) a description of the fixtures; (ii) the address at which the fixtures will be
located; and (iii) the name and address of the proposed holder and proposed amount of the security interest.


 


(b)       Grantor
shall pay all sums and perform all obligations secured by the security agreement. A default by Grantor under the security agreement
shall, if Grantor has failed to cure such default within any applicable notice and cure periods provided thereunder, constitute
a default under this Deed to Secure Debt. If Grantor fails to make any payment on an obligation secured by a purchase money security
interest in the Personal Property or any fixtures, Grantee, at its option, may pay the secured amount and Grantee shall be subrogated
to the rights of the holder of the purchase money security interest.


 


(c)       Grantee
shall have the right to acquire by assignment from the holder of the security interest for the Personal Property or fixtures, all
contract rights, accounts receivable, negotiable or non-negotiable instruments, or other evidence of indebtedness and to enforce
the security interest as assignee.


 


(d)       The
provisions of subparagraphs (b) and (c) of this Section 8.3 shall not apply if the goods which may become fixtures are of
at least equivalent value and quality as the Personal Property being replaced and if the rights of the party holding the security
interest are expressly subordinated to the security title and security interest of this Deed to Secure Debt in a manner satisfactory
to Grantee.


 


Article 9 -
EXCULPATION


 


The provisions of Section
12.20 of the Loan Agreement are hereby incorporated by reference into this Deed to Secure Debt to the same extent and with the
same force as if fully set forth herein.


 




    	 	 13	DEED TO SECURE DEBT



     


    

 


Article 10 -
NOTICES


 


All notices or other
written communications hereunder shall be delivered in accordance with Section 12.5 of the Loan Agreement.


 


Article 11 -
APPLICABLE LAW


 


This Deed to Secure Debt shall be construed
and enforced in accordance with the laws of the State.


 


Article 12-
MISCELLANEOUS PROVISIONS


 


Section 12.1     No
Waiver. No single or partial exercise by Grantee, or delay or omission in the
exercise by Grantee, of any right or remedy under the Loan Documents shall preclude, waive or limit the exercise of any other right
or remedy. During the continuance of an Event of Default, Grantee shall have the right to proceed against any portion of, or interest
in, the Property without waiving any other rights or remedies with respect to any other portion of the Property. No right or remedy
under any of the Loan Documents is intended to be exclusive of any other right or remedy but shall be cumulative and may be exercised
concurrently with or independently from any other right and remedy under any of the Loan Documents or under applicable law.


 


Section 12.2      Heirs
and Assigns; Terminology.


 


(a)       This
Deed to Secure Debt applies to Grantee, Liable Party and Grantor, and their heirs, legatees, devisees, administrators, executors,
successors and assigns. The term “Grantor” shall include both the original Grantor and any subsequent owner or owners
of any of the Property. The term “Liable Party” shall include both the original Liable Party and any subsequent or
substituted Liable Party.


 


(b)       In
this Deed to Secure Debt, whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular
number includes the plural.


 


Section 12.3     Severability.
If any provision of this Deed to Secure Debt should be held unenforceable or void, then that provision shall be separated from
the remaining provisions and shall not affect the validity of this Deed to Secure Debt except that if the unenforceable or void
provision relates to the payment of any monetary sum, then, Grantee may, at its option, declare the Secured Indebtedness immediately
due and payable but without the payment of any Prepayment Fee.


 


Section 12.4     Captions.
The captions are inserted only as a matter of convenience and for reference, and in no way define, limit, or describe the scope
or intent of any provisions of this Deed to Secure Debt.


 


Section 12.5     Time
of the Essence. Time shall be of the essence with respect to all of Grantor’s
obligations under this Deed to Secure Debt and the other Loan Documents.


 


Section 12.6    No
Merger. In the event that Grantee should become the owner of the Property, there
shall be no merger of the estate created by this Deed to Secure Debt with the fee estate in the Property.


 




    	 	 14	DEED TO SECURE DEBT



     


    

 


Section 12.7     No
Modifications. This Deed to Secure Debt may not be changed, amended or modified,
except in a writing expressly intended for such purpose and executed by Grantor and Grantee.


 


Article 13 -
STATE-SPECIFIC PROVISIONS


 


Section 13.1     Principles
Of Construction. In the event of any inconsistencies between the terms and
conditions of this Article 13 and the other terms and conditions of this Deed to Secure Debt, the terms and conditions
of this Article 13 shall control and be binding.


 


Section 13.2
– Waiver. BY EXECUTION OF THIS DEED TO SECURE DEBT, GRANTOR EXPRESSLY: (A) ACKNOWLEDGES THE RIGHT TO
ACCELERATE THE SECURED INDEBTEDNESS AND THE POWER OF ATTORNEY GIVEN HEREIN TO GRANTEE TO SELL THE PROPERTY BY NONJUDICIAL
FORECLOSURE UPON DEFAULT BY GRANTOR WITHOUT ANY JUDICIAL HEARING AND WITHOUT ANY NOTICE OTHER THAN SUCH NOTICE (IF
ANY) AS IS SPECIFICALLY REQUIRED TO BE GIVEN UNDER THE PROVISIONS OF THIS DEED TO SECURE DEBT; (B) WAIVES ANY AND
ALL RIGHTS WHICH GRANTOR MAY HAVE UNDER THE CONSTITUTION OF THE UNITED STATES (INCLUDING THE FIFTH AND FOURTEENTH AMENDMENTS
THEREOF), THE VARIOUS PROVISIONS OF THE CONSTITUTIONS OF THE SEVERAL STATES, OR BY REASON OF ANY OTHER APPLICABLE LAW,
(1) TO NOTICE AND TO JUDICIAL HEARING PRIOR TO THE EXERCISE BY GRANTEE OF ANY RIGHT OR REMEDY HEREIN PROVIDED TO
GRANTEE, EXCEPT SUCH NOTICE (IF ANY) AS IS SPECIFICALLY REQUIRED TO BE PROVIDED IN THIS DEED TO SECURE DEBT, AND
(2) CONCERNING THE APPLICATION, RIGHTS OR BENEFITS OF ANY STATUTE OF LIMITATION OR ANY MORATORIUM, REINSTATEMENT,
MARSHALLING, FORBEARANCE, APPRAISEMENT, VALUATION, STAY, EXTENSION, HOMESTEAD, EXEMPTION OR REDEMPTION LAWS;
(C) ACKNOWLEDGES THAT GRANTOR HAS READ THIS DEED TO SECURE DEBT AND ANY AND ALL QUESTIONS REGARDING THE LEGAL EFFECT OF
THIS DEED TO SECURE DEBT AND ITS PROVISIONS HAVE BEEN EXPLAINED FULLY TO GRANTOR AND GRANTOR HAS CONSULTED WITH COUNSEL OF
GRANTOR’S CHOICE PRIOR TO EXECUTING THIS DEED TO SECURE DEBT; AND (D) ACKNOWLEDGES THAT ALL WAIVERS OF THE
AFORESAID RIGHTS OF GRANTOR HAVE BEEN MADE KNOWINGLY, INTENTIONALLY AND WILLINGLY BY GRANTOR AS PART OF A BARGAINED-FOR LOAN
TRANSACTION AND THAT THIS DEED TO SECURE DEBT IS VALID AND ENFORCEABLE BY GRANTEE AGAINST GRANTOR IN ACCORDANCE WITH ALL THE
TERMS AND CONDITIONS HEREOF.


 


Section 13.3
– Nature of Instrument. This Deed to Secure Debt is intended to operate and to be construed as (i) a deed passing
the title to the Property to Grantee and is made under those provisions of the existing laws of the State of Georgia relating to
deeds to secure debt, and not as a mortgage (including, without limitation, Chapter 44-14 of the Official Code of Georgia Annotated),
and (ii) an absolute present assignment of the rents, issues and profits of the Property.


 


[NO FURTHER TEXT ON THIS PAGE]


 




    	 	 15	DEED TO SECURE DEBT



     


    

 


IN WITNESS WHEREOF,
THIS DEED TO SECURE DEBT has been executed by Grantor as of the Execution Date.


 


	 	 	GRANTOR:	 
	 	 	 	 	 
	Signed, sealed and	 	BR ROSWELL, LLC,	 
	delivered in the	 	a
    Delaware limited liability company 	 
	presence of:	 	 	 	 
	 	 	By:	/s/
    Jordan Ruddy	 
	/s/ Illegible Signature	 	Name:	Jordan Ruddy	 
	Unofficial Witness	 	Title:	Authorized Signatory	 
	 	 	 	 	 
	/s/
    Dale Pozzi	 	 	 	 
	Notary Public	 	 	 	 
	Commission Expiration Date: 1/28/2017	 	 	 	 
	 	 	 	 	 
	[Notarial Seal]	 	 	 	 


 


Signature Page 




    	 	 	DEED TO SECURE DEBT



     


    

 


EXHIBIT A


 


LEGAL DESCRIPTION


 


All that tract or parcel of land lying
and being in Land Lot 426 of the 1st District, 2nd Section, City of Roswell, Fulton County Georgia and being more particularly
described as follows:


 


To Reach the TRUE POINT OF BEGINNING commence
at a nail found on the northerly mitered intersection of the northerly Right of Way of Norcross Street (Variable R/W) and the easterly
Right of Way of Frazier Street (Variable R/W); thence running along the easterly Right of Way of Frazier Street (Variable R/W)
North 01° 09' 00" East a distance of 97.50 feet to a 1/2” rebar found; thence South 87o 25' 18” East
a distance of 1.98 feet to the TRUE POINT OF BEGINNING, from point thus established and running along said Right of Way North 00°
49' 41" East a distance of 618.33 feet to an iron pin set; thence leaving said Right of Way South 88° 59' 39" East
a distance of 572.40 feet to an iron pin set; thence South 01° 09' 56" East a distance of 306.45 feet to a 1/2”
rebar found; thence North 82° 18' 10" East a distance of 85.64 feet to a 1/2" rebar and cap found; thence North 86°
44' 06" East a distance of 78.09 feet to 1” open top pipe found; thence South 06° 05' 06" West a distance of
399.71 feet to an iron pin set on the northerly Right of Way of Norcross Street (Variable R/W); thence running along said Right
of Way the following courses: South 89° 19' 52" West a distance of 42.30 feet to a point; thence running along a curve
to the left an arc length of 36.20 feet, (said curve having a radius of 319.00 feet, with a chord bearing of South 86° 04'
49" West, and a chord length of 36.18 feet) to a point; thence along a curve to the right an arc length of 61.20 feet, (said
curve having a radius of 1111.26 feet, with a chord bearing of South 84° 24' 25" West, and a chord length of 61.19 feet)
to a point; thence along a curve to the right an arc length of 120.72 feet, (said curve having a radius of 1388.01 feet, with a
chord bearing of South 87° 43' 38" West, and a chord length of 120.68 feet) to a point; thence North 88° 28' 06"
West a distance of 74.44 feet to a point; thence running along a curve to the left an arc length of 29.61 feet, (said curve having
a radius of 16313.25 feet, with a chord bearing of North 88° 37' 21" West, and a chord length of 29.61 feet) to a point;
thence North 89° 02' 19" West a distance of 91.10 feet to a point; thence running along a curve to the left an arc length
of 29.01 feet, (said curve having a radius of 219.00 feet, with a chord bearing of South 87° 10' 01" West, and a chord
length of 28.99 feet) to a point; thence South 82° 44' 08" West a distance of 35.47 feet to a point; thence leaving said
Right of Way North 00° 23' 37" East a distance of 101.05 feet to a 1/2” rebar found; thence North 86° 37' 42"
West a distance of 98.14 feet to a 1/2" rebar found; thence South 00° 26' 40" West a distance of 15.82 feet to a
1/2" rebar found; thence North 87° 25' 18" West a distance of 91.52 feet to the TRUE POINT OF BEGINNING. Said tract
contains 10.280 Acres (447,775 Square Feet).


 


TOGETHER WITH all easements appurtenant
to the above described parcel as set forth in that certain Drainage Easement Agreement dated November 14, 2013 among Roswell Commons
Group, L.P., Habitat for Humanity of North Fulton, Inc., Norcross Village Homeowners Association, Inc., Roswell Landings Condominium
Association, Inc. and Liberty Lofts and Townhomes Association, Inc., filed November 18, 2013, recorded in Deed Book 53351, page
14, Fulton County, Georgia records.


 




    	 	 	DEED TO SECURE DEBT