Exhibit 10.346


 





Freddie Mac Loan
Number: 708581498


Property Name:
Citation Club on Palmer Ranch


 


MULTIFAMILY
NOTE



FLOATING RATE


 


(Revised
9-4-2015)


 


 


	US $26,925,000.00	Effective Date:  As of January
    5, 2016


 


FOR VALUE RECEIVED,
BR CARROLL PALMER RANCH, LLC, a Delaware limited liability company (together with such party’s or parties’
successors and assigns, “Borrower”) jointly and severally (if more than one), promises to pay to the order
of JONES LANG LASALLE MULTIFAMILY, LLC, a Delaware limited liability company, the principal sum of $26,925,000.00, with
interest on the unpaid principal balance, as hereinafter provided.


 


		1.	Defined
                                         Terms.



 


		(a)	As
                                         used in this Note:



 


“Amortization
Period” means a period of 0 full consecutive calendar months.


 


“Base
Recourse” means a portion of the Indebtedness equal to 0% of the original principal balance of this Note.


 


“Business
Day” means any day other than a Saturday, a Sunday, or any other day on which Lender or the national banking associations
are not open for business.


 


“Capped
Interest Rate” is not applicable, there is no Capped Interest Rate for the Loan.


 


“Default
Rate” means a variable annual interest rate equal to 4 percentage points above the Floating Interest Rate in effect
from time to time. However, at no time will the Default Rate exceed the Maximum Interest Rate.


 


“First
Installment Due Date” means March 1, 2016.


 


“Floating
Interest Rate” means the variable annual interest rate calculated for each Interest Adjustment Period so as to equal
the Index Rate for such Interest Adjustment Period (truncated at the 5th decimal place if necessary) plus the Margin.
However, in no event will the Floating Interest Rate exceed the Capped Interest Rate.


 


“Freddie
Mac” means the Federal Home Loan Mortgage Corporation.


 


“ICE”
means ICE Benchmark Administration Limited.


 


“Index
Rate” means, for any Interest Adjustment Period, the LIBOR Index Rate for such Interest Adjustment Period.


 




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“Installment
Due Date” means, for any monthly installment of interest-only or principal and interest, the date on which such monthly
installment is due and payable pursuant to Section 3 of this Note.


 


“Interest
Adjustment Period” means each successive one (1) calendar month period until the entire Indebtedness is
paid in full, except that the first Interest Adjustment Period is the period from the date of this Note through January 31, 2016.
Therefore, the second Interest Adjustment Period will be the period from February 1, 2016 through February 29, 2016, and so on
until the entire Indebtedness is paid in full.


 


“Lender”
means the holder from time to time of this Note.


 


“LIBOR”
means the London Interbank Offered Rate.


 


“LIBOR
Index” means ICE’s one (1) month LIBOR rate for United States Dollar deposits, as displayed on the LIBOR Index
Page used to establish the LIBOR Index Rate.


 


“LIBOR
Index Rate” means, for any Interest Adjustment Period after the first Interest Adjustment Period, ICE’s LIBOR
rate for the LIBOR Index released by ICE most recently preceding the first day of such Interest Adjustment Period, as such LIBOR
rate is displayed on the LIBOR Index Page. The LIBOR Index Rate for the first Interest Adjustment Period means ICE’s LIBOR
rate for the LIBOR Index released by ICE most recently preceding the first day of the month in which the first Interest Adjustment
Period begins, as such LIBOR rate is displayed on the LIBOR Index Page; provided, however, that if at any time the LIBOR Index
Rate is less than zero, the LIBOR Index Rate shall be deemed to be zero for all purposes of this Note and the Loan Agreement.


 


“LIBOR
Index Page” is the Bloomberg L.P., page “BBAM”, or such other page for the LIBOR Index as may replace page
BBAM on that service, or at the option of Lender (i) the applicable page for the LIBOR Index on another service which electronically
transmits or displays ICE LIBOR rates, or (ii) any publication of LIBOR rates available from ICE. In the event ICE ceases to set
or publish a LIBOR rate/interest settlement rate for the LIBOR Index, Lender will designate an alternative index, and such alternative
index will constitute the LIBOR Index Page.


 


“Loan”
means the loan evidenced by this Note.


 


“Loan
Agreement” means the Multifamily Loan and Security Agreement entered into by and between Borrower and Lender, effective
as of the effective date of this Note, as amended, modified, or supplemented from time to time.


 


“Lockout
Period” means the period from the date of this Note through the day preceding the 12th Installment Due Date under this
Note.


 


“Margin”
means two and seventeen hundredths percentage points (217 basis points).


 




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“Maturity
Date” means the earlier of (i) February 1, 2023 (“Scheduled Maturity Date”)
and (ii) the date on which the unpaid principal balance of this Note becomes due and payable by acceleration or otherwise pursuant
to the Loan Documents or the exercise by Lender of any right or remedy under any Loan Document; provided, however, that if the
unpaid principal balance of this Note becomes due and payable by acceleration but such acceleration is rendered null and void
and of no further force and effect by operation of law or agreement by Lender, such acceleration will have no effect on the Maturity
Date. 


 


“Maximum
Interest Rate” means the rate of interest which results in the maximum amount of interest allowed by applicable law.


 


“Prepayment
Premium Period” means the period during which, if a prepayment of principal occurs, a prepayment premium will be payable
by Borrower to Lender. The Prepayment Premium Period is the period from and including the date of this Note until but not including
the first day of the Window Period.


 


“Program
Plus® Seller/Servicer” means an institution approved to sell multifamily mortgages to Freddie Mac as a Program Plus
Seller/Servicer.


 


“Remaining
Amortization Period” means, at any point in time, the number of consecutive calendar months equal to the number of months
in the Amortization Period minus the number of scheduled monthly installments of principal and interest that have elapsed since
the date of this Note.


 


“Security
Instrument” means the multifamily mortgage, deed to secure debt or deed of trust effective as of the effective date
of this Note, from Borrower to or for the benefit of Lender and securing this Note, as amended, modified or supplemented from
time to time.


 


“Window
Period” means the 3 consecutive calendar month period prior to the Scheduled Maturity Date.


 


		(b)	Other
                                         capitalized terms used but not defined in this Note will have the meanings given to such
                                         terms in the Loan Agreement.



 


		2.	Address
                                         for Payment. All payments due under this Note will be payable at 3344 Peachtree Road
                                         NE, Suite 1100, Atlanta, Georgia 30326, or such other place as may be designated by Notice
                                         to Borrower from or on behalf of Lender.



 


		3.	Payments.



 


		(a)	Interest
                                         will accrue on the outstanding principal balance of this Note at the Floating Interest
                                         Rate, subject to the provisions of Section 8 of this Note.



 


		(b)	Interest
                                         under this Note will be computed, payable and allocated on the basis of an actual/360
                                         interest calculation schedule (interest is payable for the actual number of days in each
                                         month, and each month’s interest is calculated by multiplying the unpaid principal
                                         amount of this Note as of the first day of the month for which interest is being calculated
                                         by the applicable Floating Interest Rate, dividing the product by 360, and multiplying
                                         the quotient by the number of days in the month for which interest is being calculated).
                                         For convenience in determining the amount of a monthly installment of principal and interest
                                         under this Note, Lender will use a 30/360 interest calculation payment schedule (each
                                         year is treated as consisting of twelve 30-day months). However, as provided above, the
                                         portion of the monthly installment actually payable as and allocated to interest will
                                         be based upon an actual/360 interest calculation schedule, and the amount of each installment
                                         attributable to principal and the amount attributable to interest will vary based upon
                                         the number of days in the month for which such installment is paid. Each monthly payment
                                         of principal and interest will first be applied to pay in full interest due, and the
                                         balance of the monthly payment paid by Borrower will be credited to principal.



 



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		(c)	Unless
                                         disbursement of principal is made by Lender to Borrower on the first day of a calendar
                                         month, interest for the period beginning on the date of disbursement and ending on and
                                         including the last day of such calendar month will be payable by Borrower simultaneously
                                         with the execution of this Note. If disbursement of principal is made by Lender to Borrower
                                         on the first day of a calendar month, then no payment will be due from Borrower at the
                                         time of the execution of this Note. The Installment Due Date for the first monthly installment
                                         payment under Section 3(d) of interest-only or principal and interest, as applicable,
                                         will be the First Installment Due Date set forth in Section 1(a) of this Note. Except
                                         as provided in this Section 3(c) and Section 10, accrued interest will be payable in
                                         arrears.



 


		(d)	Beginning
                                         on the First Installment Due Date, and continuing until and including the monthly installment
                                         due on the Maturity Date, accrued interest-only will be payable by Borrower in consecutive
                                         monthly installments due and payable on the first day of each calendar month. The amount
                                         of the monthly installment of interest-only payable pursuant to this Section 3(d) on
                                         an Installment Due Date will equal the product of (i) annual interest on the unpaid principal
                                         balance of this Note as of the first day of the Interest Adjustment Period immediately
                                         preceding the Installment Due Date at the Floating Interest Rate in effect for such Interest
                                         Adjustment Period, divided by 360, multiplied by (ii) the number of days in such Interest
                                         Adjustment Period.



 


		(e)	Reserved.



 


		(f)	Reserved.



 


		(g)	Reserved.



 


		(h)	All
                                         remaining Indebtedness, including all principal and interest, will be due and payable
                                         by Borrower on the Maturity Date.



 


		(i)	Lender
                                         will provide Borrower with Notice, given in the manner specified in the Loan Agreement,
                                         of the amount of each monthly installment due under this Note. However, if Lender has
                                         not provided Borrower with prior Notice of the monthly payment due on any Installment
                                         Due Date, then Borrower will pay on that Installment Due Date an amount equal to the
                                         monthly installment payment for which Borrower last received Notice. If Lender at any
                                         time determines that Borrower has paid one or more monthly installments in an incorrect
                                         amount because of the operation of the preceding sentence, or because Lender has miscalculated
                                         the Floating Interest Rate or has otherwise miscalculated the amount of any monthly installment,
                                         then Lender will give Notice to Borrower of such determination. If such determination
                                         discloses that Borrower has paid less than the full amount due for the period for which
                                         the determination was made, Borrower, within 30 calendar days after receipt of the Notice
                                         from Lender, will pay to Lender the full amount of the deficiency. If such determination
                                         discloses that Borrower has paid more than the full amount due for the period for which
                                         the determination was made, then the amount of the overpayment will be credited to the
                                         next installment(s) of interest only or principal and interest, as applicable, due under
                                         this Note (or, if an Event of Default has occurred and is continuing, such overpayment
                                         will be credited against any amount owing by Borrower to Lender).





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		(j)	All
                                         payments under this Note must be made in immediately available U.S. funds.



 


		(k)	Any
                                         regularly scheduled monthly installment of interest only or principal and interest payable
                                         pursuant to this Section 3 that is received by Lender before the date it is due
                                         will be deemed to have been received on the due date for the purpose of calculating interest
                                         due.



 


		(l)	Any
                                         accrued interest remaining past due for 30 days or more, at Lender’s discretion,
                                         may be added to and become part of the unpaid principal balance of this Note and any
                                         reference to “accrued interest” will refer to accrued interest which has
                                         not become part of the unpaid principal balance. Any amount added to principal pursuant
                                         to the Loan Documents will bear interest at the applicable rate or rates specified in
                                         this Note and will be payable with such interest upon demand by Lender and absent such
                                         demand, as provided in this Note for the payment of principal and interest.



 


		(m)	In accordance
                                         with Section 16, interest charged under this Note cannot exceed the Maximum Interest
                                         Rate. If the Floating Interest Rate at any time exceeds the Maximum Interest Rate, resulting
                                         in the charging of interest hereunder to be limited to the Maximum Interest Rate, then
                                         any subsequent reduction in the Floating Interest Rate will not reduce the rate at which
                                         interest under this Note accrues below the Maximum Interest Rate until the total amount
                                         of interest accrued hereunder equals the amount of interest which would have accrued
                                         had the Floating Interest Rate at all times been in effect.



 


		(n)	Reserved.



 


		4.	Application
                                         of Partial Payments. If at any time Lender receives, from Borrower or otherwise,
                                         any amount applicable to the Indebtedness which is less than all amounts due and payable
                                         at such time, Lender may apply the amount received to amounts then due and payable in
                                         any manner and in any order determined by Lender, in Lender’s discretion. Borrower
                                         agrees that neither Lender’s acceptance of a payment from Borrower in an amount
                                         that is less than all amounts then due and payable nor Lender’s application of
                                         such payment will constitute or be deemed to constitute either a waiver of the unpaid
                                         amounts or an accord and satisfaction.



 


		5.	Security.
                                         The Indebtedness is secured by, among other things, the Security Instrument, and
                                         reference is made to the Security Instrument and the Loan Agreement for other rights
                                         with respect to collateral for the Indebtedness.



 


		6.	Acceleration.
                                         If an Event of Default has occurred and is continuing, the entire unpaid principal
                                         balance, any accrued interest, any prepayment premium payable under Section 10, and all
                                         other amounts payable under this Note and any other Loan Document, will at once become
                                         due and payable, at the option of Lender, without any prior Notice to Borrower (except
                                         if notice is required by applicable law, then after such notice). Lender may exercise
                                         this option to accelerate regardless of any prior forbearance. For purposes of exercising
                                         such option, Lender will calculate the prepayment premium as if prepayment occurred on
                                         the date of acceleration. If prepayment occurs thereafter, Lender will recalculate the
                                         prepayment premium as of the actual prepayment date.



 






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		7.	Late
                                         Charge.









 


		(a)	If any
                                         monthly installment of interest or principal and interest or other amount payable under
                                         this Note or under the Loan Agreement or any other Loan Document is not received in full
                                         by Lender within 10 days after the installment or other amount is due, counting from
                                         and including the date such installment or other amount is due (unless applicable law
                                         requires a longer period of time before a late charge may be imposed, in which event
                                         such longer period will be substituted), Borrower must pay to Lender, immediately and
                                         without demand by Lender, a late charge equal to 5% of such installment or other amount
                                         due (unless applicable law requires a lesser amount be charged, in which event such lesser
                                         amount will be substituted). If the Loan is not fully amortizing, the late charge will
                                         not be due on the final payment of principal owed on the Maturity Date if such payment
                                         is not timely made.



 


		(b)	Borrower
                                         acknowledges that its failure to make timely payments will cause Lender to incur additional
                                         expenses in servicing and processing the Loan and that it is extremely difficult and
                                         impractical to determine those additional expenses. Borrower agrees that the late charge
                                         payable pursuant to this Section represents a fair and reasonable estimate, taking
                                         into account all circumstances existing on the date of this Note, of the additional expenses
                                         Lender will incur by reason of such late payment. The late charge is payable in addition
                                         to, and not in lieu of, any interest payable at the Default Rate pursuant to Section 8.



 


		8.	Default
                                         Rate. 



 


		(a)	So long
                                         as (i) any monthly installment under this Note remains past due for 30 days or more
                                         or (ii) any other Event of Default has occurred and is continuing, then notwithstanding
                                         anything in Section 3 of this Note to the contrary, interest under this Note will accrue
                                         on the unpaid principal balance from the Installment Due Date of the first such unpaid
                                         monthly installment or the occurrence of such other Event of Default, as applicable,
                                         at the Default Rate.



 


		(b)	From
                                         and after the Maturity Date, the unpaid principal balance will continue to bear interest
                                         at the Default Rate until and including the date on which the entire principal balance
                                         is paid in full.



 


		(c)	Borrower
                                         acknowledges that (i) its failure to make timely payments will cause Lender to incur
                                         additional expenses in servicing and processing the Loan, (ii) during the time that
                                         any monthly installment under this Note is delinquent for 30 days or more, Lender will
                                         incur additional costs and expenses arising from its loss of the use of the money due
                                         and from the adverse impact on Lender’s ability to meet its other obligations and
                                         to take advantage of other investment opportunities, and (iii) it is extremely difficult
                                         and impractical to determine those additional costs and expenses. Borrower also acknowledges
                                         that, during the time that any monthly installment under this Note is delinquent for
                                         30 days or more or any other Event of Default has occurred and is continuing, Lender’s
                                         risk of nonpayment of this Note will be materially increased and Lender is entitled to
                                         be compensated for such increased risk. Borrower agrees that the increase in the rate
                                         of interest payable under this Note to the Default Rate represents a fair and reasonable
                                         estimate, taking into account all circumstances existing on the date of this Note, of
                                         the additional costs and expenses Lender will incur by reason of the Borrower’s
                                         delinquent payment and the additional compensation Lender is entitled to receive for
                                         the increased risks of nonpayment associated with a delinquent loan.





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		9.	Limits
                                         on Personal Liability.



 


		(a)	Except
                                         as otherwise provided in this Section 9, Borrower will have no personal liability
                                         under this Note, the Loan Agreement or any other Loan Document for the repayment of the
                                         Indebtedness or for the performance of or compliance with any other obligations of Borrower
                                         under the Loan Documents and Lender’s only recourse for the satisfaction of the
                                         Indebtedness and the performance of such obligations will be Lender’s exercise
                                         of its rights and remedies with respect to the Mortgaged Property and to any other collateral
                                         held by Lender as security for the Indebtedness. This limitation on Borrower’s
                                         liability will not limit or impair Lender’s enforcement of its rights against any
                                         Guarantor of the Indebtedness or any Guarantor of any other obligations of Borrower.



 


		(b)	Borrower
                                         will be personally liable to Lender for the amount of the Base Recourse, plus any other
                                         amounts for which Borrower has personal liability under this Section 9.



 


		(c)	In addition
                                         to the Base Recourse, Borrower will be personally liable to Lender for the repayment
                                         of a further portion of the Indebtedness equal to any loss or damage suffered by Lender
                                         as a result of the occurrence of any of the following events:



 


		(i)	Borrower
                                         fails to pay to Lender upon demand after an Event of Default all Rents to which Lender
                                         is entitled under Section 3 of the Security Instrument and the amount of all security
                                         deposits collected by Borrower from tenants then in residence. However, Borrower will
                                         not be personally liable for any failure described in this Section 9(c)(i) if Borrower
                                         is unable to pay to Lender all Rents and security deposits as required by the Security
                                         Instrument because of a valid order issued in a bankruptcy, receivership, or similar
                                         judicial proceeding.



 


		(ii)	Borrower
                                         fails to apply all Insurance proceeds and Condemnation proceeds as required by the Loan
                                         Agreement. However, Borrower will not be personally liable for any failure described
                                         in this Section 9(c)(ii) if Borrower is unable to apply Insurance or Condemnation proceeds
                                         as required by the Loan Agreement because of a valid order issued in a bankruptcy, receivership,
                                         or similar judicial proceeding.



 


		(iii)	Either
                                         of the following occurs:



 


		(A)	Borrower
                                         fails to deliver the statements, schedules and reports required by Section 6.07 of the
                                         Loan Agreement and Lender exercises its right to audit those statements, schedules and
                                         reports.



 


		(B)	If
                                         an Event of Default has occurred and is continuing, Borrower fails to deliver all books
                                         and records relating to the Mortgaged Property or its operation in accordance with the
                                         provisions of Section 6.07 of the Loan Agreement.



 


		(iv)	Borrower
                                         fails to pay when due in accordance with the terms of the Loan Agreement the amount of
                                         any item below marked “Deferred”; provided however, that if no item
                                         is marked “Deferred”, this Section 9(c)(iv) will be of no force or effect.





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	[Deferred]	Property Insurance premiums or other
    Insurance premiums
	[Collect]	Taxes or payments in lieu of taxes (PILOT)
	[Deferred]	water and sewer charges (that could become a lien
    on the Mortgaged Property)
	[N/A]	Ground Rents
	[Deferred]	assessments or other charges (that could become a
    lien on the Mortgaged Property), including home owner association dues


 


		(v)	Borrower
                                         engages in any willful act of material waste of the Mortgaged Property.



 


		(vi)	Borrower
                                         fails to comply with any provision of Section 6.13(a)(iii) through (xxvi) of the
                                         Loan Agreement or any SPE Equity Owner fails to comply with any provision of Section
                                         6.13(b)(iii) through (v) of the Loan Agreement (subject to possible full recourse liability
                                         as set forth in Section 9(f)(ii)).



 


		(vii)	Any
                                         of the following Transfers occurs:



 


		(A)	Any
                                         Person that is not an Affiliate creates a mechanic’s lien or other involuntary
                                         lien or encumbrance against the Mortgaged Property and Borrower has not complied with
                                         the provisions of the Loan Agreement.



 


		(B)	A Transfer
                                         of property by devise, descent or operation of law occurs upon the death of a natural
                                         person and such Transfer does not meet the requirements set forth in the Loan Agreement.



 


		(C)	Borrower
                                         grants an easement that does not meet the requirements set forth in the Loan Agreement.



 


		(D)	Borrower
                                         executes a Lease that does not meet the requirements set forth in the Loan Agreement.



 


		(viii)	Reserved.



 


		(ix)	through (xviii) are Reserved.



 


		(xix)	Borrower
                                         fails to complete any Property Improvement Alterations that have been commenced in accordance
                                         with Section 6.09(e)(v) of the Loan Agreement.



 


		(d)	In addition
                                         to the Base Recourse, Borrower will be personally liable to Lender for all of the following:



 


		(i)	Borrower
                                         will be personally liable for the performance of all of Borrower’s obligations
                                         under Sections 6.12 and 10.02(b) of the Loan Agreement (relating to environmental
                                         matters).



 


		(ii)	Borrower
                                         will be personally liable for the costs of any audit under Section 6.07 of the Loan
                                         Agreement.





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		(iii)	Borrower
                                         will be personally liable for any costs and expenses incurred by Lender in connection
                                         with the collection of any amount for which Borrower is personally liable under this
                                         Section 9, including Attorneys’ Fees and Costs and the costs of conducting
                                         any independent audit of Borrower’s books and records to determine the amount for
                                         which Borrower has personal liability.



 


		(iv)	through
                                         (viii) are Reserved.



 


		(ix)	Borrower
                                         will be personally liable for any fees, costs, or expenses incurred by Lender in connection
                                         with Borrower’s termination of any agreement for the provision of services to or
                                         in connection with the Mortgaged Property, including cable, internet, garbage collection,
                                         landscaping, security, and cleaning.



 


		(e)	All
                                         payments made by Borrower with respect to the Indebtedness and all amounts received by
                                         Lender from the enforcement of its rights under the Loan Agreement and the other Loan
                                         Documents will be applied first to the portion of the Indebtedness for which Borrower
                                         has no personal liability.



 


		(f)	Notwithstanding
                                         the Base Recourse, Borrower will become personally liable to Lender for the repayment
                                         of all of the Indebtedness upon the occurrence of any of the following Events of Default:



 


		(i)	Borrower
                                         fails to comply with Section 6.13(a)(i) or (ii) of the Loan Agreement or any SPE
                                         Equity Owner fails to comply with Section 6.13(b)(i) or (ii) of the Loan Agreement.



 


		(ii)	Borrower
                                         fails to comply with any provision of Section 6.13(a)(iii) through (xxvi) of the
                                         Loan Agreement or any SPE Equity Owner fails to comply with any provision of Section
                                         6.13(b)(iii) through (v) of the Loan Agreement and a court of competent jurisdiction
                                         holds or determines that such failure or combination of failures is the basis, in whole
                                         or in part, for the substantive consolidation of the assets and liabilities of Borrower
                                         or any SPE Equity Owner with the assets and liabilities of a debtor pursuant to Title
                                         11 of the Bankruptcy Code.



 


		(iii)	A Transfer
                                         that is an Event of Default under Section 7.02 of the Loan Agreement occurs other
                                         than a Transfer set forth in Section 9(c)(vii) above (for which Borrower will have personal
                                         liability for Lender’s loss or damage); provided, however, that Borrower will not
                                         have any personal liability for a Transfer consisting solely of the involuntary removal
                                         or involuntary withdrawal of a general partner in a limited partnership or a manager
                                         in a limited liability company.



 


		(iv)	There
                                         was fraud or written material misrepresentation by Borrower or any officer, director,
                                         partner, member, or employee of Borrower in connection with the application for or creation
                                         of the Indebtedness or there is fraud in connection with any request for any action or
                                         consent by Lender.



 


		(v)	Borrower
                                         or any SPE Equity Owner voluntarily files for bankruptcy protection under the Bankruptcy
                                         Code.









 


		(vi)	Borrower
                                         or any SPE Equity Owner voluntarily becomes subject to any reorganization, receivership,
                                         insolvency proceeding, or other similar proceeding pursuant to any other federal or state
                                         law affecting debtor and creditor rights.



 






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		(vii)	The
                                         Mortgaged Property or any part of the Mortgaged Property becomes an asset in a voluntary
                                         bankruptcy or becomes subject to any voluntary reorganization, receivership, insolvency
                                         proceeding, or other similar voluntary proceeding pursuant to any other federal or state
                                         law affecting debtor and creditor rights.



 


		(viii)	An
                                         order of relief is entered against Borrower or any SPE Equity Owner pursuant to the Bankruptcy
                                         Code or other federal or state law affecting debtor and creditor rights in any involuntary
                                         bankruptcy proceeding initiated or joined in by a Related Party.



 


		(ix)	An involuntary
                                         bankruptcy or other involuntary insolvency proceeding is commenced against Borrower or
                                         any SPE Equity Owner (by a party other than Lender) but only if Borrower or such SPE
                                         Equity Owner has failed to use commercially reasonable efforts to dismiss such proceeding
                                         or has consented to such proceeding. “Commercially reasonable efforts” will
                                         not require any direct or indirect interest holders in Borrower or any SPE Equity Owner
                                         to contribute or cause the contribution of additional capital to Borrower or any SPE
                                         Equity Owner.



 


		(x)	through
                                         (xii) are reserved.



 


		(g)	For
                                         purposes of Sections 9(f) and (h), the term “Related Party” will include
                                         all of the following:



 


(i)Borrower,
any Guarantor, or any SPE Equity Owner.


 


		(ii)	Any Person
                                         that holds, directly or indirectly, any ownership interest (including any shareholder,
                                         member or partner) in Borrower, any Guarantor, or any SPE Equity Owner or any Person
                                         that has a right to manage Borrower, any Guarantor, or any SPE Equity Owner.



 


		(iii)	Any
                                         Person in which Borrower, any Guarantor, or any SPE Equity Owner has any ownership interest
                                         (direct or indirect) or right to manage.



 


		(iv)	Any Person
                                         in which any partner, shareholder, or member of Borrower, any Guarantor, or any SPE Equity
                                         Owner has an ownership interest or right to manage.



 


		(v)	Any Person
                                         in which any Person holding an interest in Borrower, any Guarantor, or any SPE Equity
                                         Owner also has any ownership interest.



 


		(vi)	Any creditor
                                         (as defined in the Bankruptcy Code) of Borrower that is related by blood, marriage or
                                         adoption to Borrower, any Guarantor, or any SPE Equity Owner.



 


		(vii)	Any
                                         creditor (as defined in the Bankruptcy Code) of Borrower that is related to any partner,
                                         shareholder or member of, or any other Person holding an interest in, Borrower, any Guarantor,
                                         or any SPE Equity Owner.





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		(h)	If Borrower,
                                         any Guarantor, any SPE Equity Owner, or any Related Party has solicited creditors to
                                         initiate or participate in any proceeding referred to in Section 9(f), regardless of
                                         whether any of the creditors solicited actually initiates or participates in the proceeding,
                                         then such proceeding will be considered as having been initiated by a Related Party.



 


		(i)	To the
                                         extent that Borrower has personal liability under this Section 9, Lender may, to
                                         the fullest extent permitted by applicable law, exercise its rights against Borrower
                                         personally without regard to whether Lender has exercised any rights against the Mortgaged
                                         Property or any other security, or pursued any rights against any Guarantor, or pursued
                                         any other rights available to Lender under this Note, the Loan Agreement, any other Loan
                                         Document, or applicable law. To the fullest extent permitted by applicable law, in any
                                         action to enforce Borrower’s personal liability under this Section 9, Borrower
                                         waives any right to set off the value of the Mortgaged Property against such personal
                                         liability.



 


		10.	Voluntary
                                         and Involuntary Prepayments. 



 


		(a)	Any
                                         receipt by Lender of principal due under this Note prior to the Maturity Date, other
                                         than principal required to be paid in monthly installments pursuant to Section 3,
                                         constitutes a prepayment of principal under this Note. Without limiting the foregoing,
                                         any application by Lender, prior to the Maturity Date, of any proceeds of collateral
                                         or other security to the repayment of any portion of the unpaid principal balance of
                                         this Note constitutes a prepayment under this Note.



 


		(b)	Borrower
                                         may not voluntarily prepay any portion of the principal balance of this Note during the
                                         Lockout Period, if a Lockout Period is applicable to this Note. However, if any portion
                                         of the principal balance of this Note is prepaid during the Lockout Period by reason
                                         of the application by Lender of any proceeds of collateral or other security to any portion
                                         of the unpaid principal balance of this Note or following a determination that the prohibition
                                         on voluntary prepayments during the Lockout Period is in contravention of applicable
                                         law, then Borrower must also pay to Lender upon demand by Lender, a prepayment premium
                                         equal to 5% of the amount of principal being prepaid.



 


		(c)	Following
                                         the end of the Lockout Period, Borrower may voluntarily prepay all of the unpaid principal
                                         balance of this Note on an Installment
                                         Due Date so long as Borrower designates the
                                         date for such prepayment in a Notice from Borrower to Lender given at least 30 days prior
                                         to the date of such prepayment. If an Installment Due Date (as defined in Section 1(a))
                                         falls on a day which is not a Business Day, then with respect to payments
                                         made under this Section 10 only, the term “Installment Due Date” will mean
                                         the Business Day immediately preceding the scheduled Installment Due Date.



 


		(d)	Notwithstanding
                                         Section 10(c), Borrower may voluntarily prepay all of the unpaid principal balance of
                                         this Note on a Business Day other than an Installment Due Date if Borrower provides Lender
                                         with the Notice set forth in Section 10(c) and meets the other requirements set forth
                                         in this Section 10(d). Borrower acknowledges that Lender has agreed that Borrower may
                                         prepay principal on a Business Day other than an Installment Due Date only because Lender
                                         will deem any prepayment received by Lender on any day other than an Installment Due
                                         Date to have been received on the Installment Due Date immediately following such prepayment
                                         and Borrower must pay to Lender all interest that would have been due if the prepayment
                                         had actually been made on the Installment Due Date immediately following such prepayment.





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		(e)	Unless
                                         otherwise expressly provided in the Loan Documents, Borrower may not voluntarily prepay
                                         less than all of the unpaid principal balance of this Note. In order to voluntarily prepay
                                         all or any part of the principal of this Note, Borrower must also pay to Lender, together
                                         with the amount of principal being prepaid, (i) all accrued and unpaid interest due under
                                         this Note, plus (ii) all other sums due to Lender at the time of such prepayment, plus
                                         (iii) any prepayment premium calculated pursuant to Section 10(f).



 


		(f)	Except
                                         as provided in Section 10(g), a prepayment premium will be due and payable by Borrower
                                         in connection with any prepayment of principal under this Note during the Prepayment
                                         Premium Period. The prepayment premium will be 1.0% of the amount of principal being
                                         prepaid for any prepayments occurring during the Prepayment Premium Period but after
                                         the Lockout Period (if applicable).



 


		(g)	Notwithstanding
                                         any other provision of this Section 10, no prepayment premium will be payable with
                                         respect to any of the following:



 


		(i)	Any
                                         prepayment made during the Window Period.



 


		(ii)	Any
                                         prepayment occurring as a result of the application of any Insurance proceeds or Condemnation
                                         award.



 


		(iii)	Any
                                         prepayment required under the terms of the Loan Agreement in connection with a Condemnation
                                         proceeding.



 


		(iv)	Any
                                         prepayment of the entire principal balance of this Note that occurs on or after the 12th
                                         Installment Due Date under this Note with the proceeds of a fixed interest rate mortgage
                                         loan that is the subject of a binding commitment for purchase between Freddie Mac and
                                         a Freddie Mac-approved Program Plusâ
                                         Seller/Servicer.
                                         



 


		(h)	Unless
                                         Lender agrees otherwise in writing, a permitted or required prepayment of less than the
                                         unpaid principal balance of this Note will not extend or postpone the due date of any
                                         subsequent monthly installments or change the amount of such installments.



 


		(i)	Borrower
                                         recognizes that any prepayment of any of the unpaid principal balance of this Note, whether
                                         voluntary or involuntary or resulting from an Event of Default by Borrower, will result
                                         in Lender’s incurring loss, including reinvestment loss, additional expense and
                                         frustration or impairment of Lender’s ability to meet its commitments to third
                                         parties. Borrower agrees to pay to Lender upon demand damages for the detriment caused
                                         by any prepayment, and agrees that it is extremely difficult and impractical to ascertain
                                         the extent of such damages. Borrower therefore acknowledges and agrees that the formula
                                         for calculating prepayment premiums set forth in this Note represents a reasonable estimate
                                         of the damages Lender will incur because of a prepayment. Borrower further acknowledges
                                         that any lockout and prepayment premium provisions of this Note are a material part of
                                         the consideration for the Loan, and that the terms of this Note are in other respects
                                         more favorable to Borrower as a result of the Borrower’s voluntary agreement to
                                         the lockout and prepayment premium provisions.



 


		11.	Reserved.





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		12.	Reserved.



 


		13.	Costs
                                         and Expenses. To the fullest extent allowed by applicable law, Borrower must pay
                                         all expenses and costs, including Attorneys’ Fees and Costs incurred by Lender
                                         as a result of any default under this Note or in connection with efforts to collect any
                                         amount due under this Note, or to enforce the provisions of any of the other Loan Documents,
                                         including those incurred in post-judgment collection efforts and in any bankruptcy proceeding
                                         (including any action for relief from the automatic stay of any bankruptcy proceeding)
                                         or judicial or non-judicial foreclosure proceeding. Borrower acknowledges and agrees
                                         that, in connection with each request by Borrower under this Note or any Loan Document,
                                         Borrower must pay all reasonable Attorneys’ Fees and Costs and expenses incurred
                                         by Lender, including any fees charged by the Rating Agencies (if applicable), regardless
                                         of whether the matter is approved, denied or withdrawn.



 


		14.	Forbearance.
                                         Any forbearance by Lender in exercising any right or remedy under this Note, the
                                         Loan Agreement, or any other Loan Document, or otherwise afforded by applicable law,
                                         will not be a waiver of or preclude the exercise of that or any other right or remedy.
                                         The acceptance by Lender of any payment after the due date of such payment, or in an
                                         amount which is less than the required payment, will not be a waiver of Lender’s
                                         right to require prompt payment when due of all other payments or to exercise any right
                                         or remedy with respect to any failure to make prompt payment. Enforcement by Lender of
                                         any security for Borrower’s obligations under this Note will not constitute an
                                         election by Lender of remedies so as to preclude the exercise of any other right or remedy
                                         available to Lender.



 


		15.	Waivers.
                                         Borrower and all endorsers and Guarantors of this Note and all other third party
                                         obligors waive presentment, demand, notice of dishonor, protest, notice of acceleration,
                                         notice of intent to demand or accelerate payment or maturity, presentment for payment,
                                         notice of nonpayment, grace, and diligence in collecting the Indebtedness.



 


		16.	Loan
                                         Charges. Neither this Note nor any of the other Loan Documents will be construed
                                         to create a contract for the use, forbearance, or detention of money requiring payment
                                         of interest at a rate greater than the Maximum Interest Rate. If any applicable law limiting
                                         the amount of interest or other charges permitted to be collected from Borrower in connection
                                         with the Loan is interpreted so that any interest or other charge provided for in any
                                         Loan Document, whether considered separately or together with other charges provided
                                         for in any other Loan Document, violates that law, and Borrower is entitled to the benefit
                                         of that law, that interest or charge is hereby reduced to the extent necessary to eliminate
                                         that violation. The amounts, if any, previously paid to Lender in excess of the permitted
                                         amounts will be applied by Lender to reduce the unpaid principal balance of this Note.
                                         For the purpose of determining whether any applicable law limiting the amount of interest
                                         or other charges permitted to be collected from Borrower has been violated, all Indebtedness
                                         that constitutes interest, as well as all other charges made in connection with the Indebtedness
                                         that constitute interest, will be deemed to be allocated and spread ratably over the
                                         stated term of this Note. Unless otherwise required by applicable law, such allocation
                                         and spreading will be effected in such a manner that the rate of interest so computed
                                         is uniform throughout the stated term of this Note.



 


		17.	Commercial
                                         Purpose. Borrower represents that Borrower is incurring the Indebtedness solely for
                                         the purpose of carrying on a business or commercial enterprise, and not for personal,
                                         family, household, or agricultural purposes.



 


		18.	Counting
                                         of Days. Any reference in this Note to a period of “days” means calendar
                                         days, not Business Days, except where otherwise specifically provided.





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		19.	Governing
                                         Law. This Note will be governed by the law of the Property Jurisdiction.



 


		20.	Captions.
                                         The captions of the Sections of this Note are for convenience only and will
                                         be disregarded in construing this Note.



 


		21.	Notices;
                                         Written Modifications. 



 


		(a)	All
                                         Notices, demands, and other communications required or permitted to be given pursuant
                                         to this Note will be given in accordance with Section 11.03 of the Loan Agreement.



 


		(b)	Any
                                         modification or amendment to this Note will be ineffective unless in writing and signed
                                         by the party sought to be charged with such modification or amendment; provided, however,
                                         in the event of a Transfer under the terms of the Loan Agreement that requires Lender’s
                                         consent, any or some or all of the Modifications to Multifamily Note set forth in Exhibit A
                                         to this Note may be modified or rendered void by Lender at Lender’s option,
                                         by Notice to Borrower and the transferee, as a condition of Lender’s consent.



 


		22.	Consent
                                         to Jurisdiction and Venue. Borrower agrees that any controversy arising under or
                                         in relation to this Note may be litigated in the Property Jurisdiction. The state and
                                         federal courts and authorities with jurisdiction in the Property Jurisdiction will have
                                         jurisdiction over all controversies that will arise under or in relation to this Note.
                                         Borrower irrevocably consents to service, jurisdiction, and venue of such courts for
                                         any such litigation and waives any other venue to which it might be entitled by virtue
                                         of domicile, habitual residence, or otherwise. However, nothing in this Note is intended
                                         to limit any right that Lender may have to bring any suit, action, or proceeding relating
                                         to matters arising under this Note in any court of any other jurisdiction.



 


		23.	WAIVER
                                         OF TRIAL BY JURY. BORROWER AND LENDER EACH (a) AGREES NOT TO ELECT A TRIAL BY
                                         JURY WITH RESPECT TO ANY ISSUE ARISING OUT OF THIS NOTE OR THE RELATIONSHIP BETWEEN THE
                                         PARTIES AS LENDER AND BORROWER THAT IS TRIABLE OF RIGHT BY A JURY AND (b) WAIVES
                                         ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO SUCH ISSUE TO THE EXTENT THAT ANY SUCH RIGHT
                                         EXISTS NOW OR IN THE FUTURE. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS SEPARATELY GIVEN
                                         BY EACH PARTY, KNOWINGLY AND VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL.
                                         



 


		24.	State-Specific
                                         Provisions. N/A.



 


		25.	Attached
                                         Riders. The following Riders are attached to this Note:



 


	x	 	Primary
    Access by Easement or Private Road


 


		26.	Attached
                                         Exhibit. The following Exhibit, if marked with an “X”
                                         in the space provided, is attached to this Note: 



 


	x	 	Exhibit
    A	Modifications
    to Multifamily Note


 


IN WITNESS
WHEREOF, and in consideration of the Lender’s agreement to lend Borrower the principal amount set forth above, Borrower
has signed and delivered this Note under seal or has caused this Note to be signed and delivered under seal by its duly authorized
representative.




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	 	BR CARROLL PALMER RANCH, LLC,
                    a

                    Delaware limited
                    liability company

	 	 	 
	 	By:	/s/ Jordan Ruddy
	 	Name: Jordan Ruddy
	 	Title: Authorized Signatory


 


 




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PAY TO THE ORDER OF



____________________________________________________,


WITHOUT RECOURSE.


 


JONES
LANG LASALLE


MULTIFAMILY,
LLC, a Delaware


limited
liability company


  


	By:	/s/ Faron G. Thompson	 
	 	Faron G. Thompson	 
	 	Executive Vice President	 


 


Freddie Mac Loan No. 708581498


  




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RIDER
TO MULTIFAMILY NOTE


 


PRIMARY
ACCESS BY EASEMENT OR PRIVATE ROAD


 


(Revised
3-1-2014) 


 


 


The following
changes are made to the Note which precedes this Rider:


 


		A.	Section 9(c)(xi) is restated as follows:



 


		(xi)	Either of the following occurs:



 


		(A)	Any party takes, or threatens to take,
                                         any action to deny ingress to or egress from the Land, from or to the publicly dedicated
                                         and maintained right-of-way known as Sarasota Square Boulevard through the easement established
                                         under the easement agreement dated _______________and recorded at Book______,
                                         Page _______ in the records of_______ County, _________, as amended (“Access
                                         Easement”) Plat of
                                         Crocker’s Lake Subdivision dated July 6, 1988, and recorded in the land records
                                         of Sarasota County, Florida, in Plat Book 32, page 35 (the “Plat”), and by
                                         a Declaration of Protective Covenants, Conditions and Restrictions for Palmer Ranch dated
                                         October 22, 1986, and recorded in the land records of Sarasota County, Florida, at Official
                                         Records Book 1894, page 2467 (the “Declaration”, together with the Plat,
                                         the “Access Easement”).



 


		(B)	Any dispute or controversy arises
                                         under or with respect to the Access Easement.





    	Rider to Multifamily Note
Primary Access by Easement or Private Road
	 	



     

    

 


EXHIBIT
A


 


MODIFICATIONS
TO MULTIFAMILY NOTE


  


The following modifications are
made to the text of the Note that precedes this Exhibit.


 


		1.	Section 9(a)
                                         is revised to read as follows:



 


		(a)	Except
                                         as otherwise provided in this Section 9, neither Borrower nor
                                         any of its direct or indirect owners (with the exception of any Guarantor pursuant to
                                         any Guaranty of even date herewith, if any) will have no any
                                         personal liability under this Note, the Loan Agreement or any other Loan Document
                                         for the repayment of the Indebtedness or for the performance of or compliance with any
                                         other obligations of Borrower under the Loan Documents and Lender’s only recourse
                                         for the satisfaction of the Indebtedness and the performance of such obligations will
                                         be Lender’s exercise of its rights and remedies with respect to the Mortgaged Property
                                         and to any other collateral held by Lender as security for the Indebtedness. This limitation
                                         on Borrower’s liability will not limit or impair Lender’s enforcement of
                                         its rights against any Guarantor of the Indebtedness or any Guarantor of any other obligations
                                         of Borrower.



 








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