Exhibit 10.311


 





PROMISSORY NOTE


 


	$38,130,000.00	Date:  December 16, 2015



 




THIS PROMISSORY
NOTE, (the “Note”) is made in Atlanta, Georgia as of December ___, 2015 by CB OWNER, LLC, a Delaware
limited liability company (“Borrower”) for the benefit of THE PRIVATEBANK AND TRUST COMPANY, an Illinois
state chartered bank (“Lender”), in the original principal amount of THIRTY EIGHT MILLION ONE HUNDRED THIRTY
THOUSAND AND NO/100 DOLLARS ($38,130,000.00), as provided herein and as provided in that certain Construction Loan and Security
Agreement (the “Loan Agreement”) dated as of even date herewith by and among Borrower, The PrivateBank and Trust
Company (“Administrative Agent”) and the other financial institutions identified therein.


 


Borrower promises to
pay to the order of Lender at the principal office of Administrative Agent in Chicago, Illinois, on or before the Maturity Date
(as defined in the Loan Agreement), the lesser of (i) THIRTY EIGHT MILLION ONE HUNDRED THIRTY THOUSAND SEVEN AND NO/100 DOLLARS
($38,130,007.00), or (ii) the aggregate principal amount of all Loans made to Borrower by the Lender under and pursuant to the
Loan Agreement. Capitalized words and phrases not otherwise defined herein shall have the meanings assigned thereto in the Loan
Agreement.


 


Borrower further promises
to pay interest on the unpaid principal amount of all Loans outstanding from time to time, at the rate(s) and at the time(s) set
forth in the Loan Agreement. The outstanding principal amount of all Loans shall be repaid by Borrower on the Maturity Date, unless
payable sooner pursuant to the provisions of the Loan Agreement. Payments of both principal and interest are to be made in lawful
money of the United States of America.


 


This Note evidences
indebtedness incurred under, and is subject to the terms and provisions of, the Loan Agreement, to which Loan Agreement reference
is hereby made for a statement of the terms and provisions under which this Note may or must be paid prior to the Maturity Date,
or pursuant to which the Maturity Date may be accelerated. The holder of this Note is entitled to all of the benefits and security
provided for in the Loan Agreement.


 


Except for such notices
as may be expressly required under the Loan Documents, Borrower waives presentment, demand, notice, protest, and all other demands,
or notices, in connection with the delivery, acceptance, performance, default, or enforcement of this Note, and assents to any
extension or postponement of the time of payment or any other indulgence. No failure to exercise, and no delay in exercising, any
rights under any of the Loan Documents by Administrative Agent of any holder of this Note shall operate as a waiver of such rights.


 


This Note shall be
governed and construed in accordance with the laws of the State of Georgia applicable to contracts made and to be performed entirely
within such State.


 


[EXECUTION ON FOLLOWING PAGE]


 




     

     

    

 


IN WITNESS WHEREOF, Borrower has executed
this Promissory Note as of the date set forth above.


 


	 	BORROWER:
	 	 	 
	 	CB OWNER, LLC, a Delaware limited liability company
	 	 	 
	 	By:	/s/ Robert Meyer
	 	Name: Robert Meyer
	 	Title: President