Exhibit 10.66


 


I#: 2014083634 BK: 18349PG: 949, 03/25/2014 at 04:49 PM,
RECORDING 21 PAGES $180.00 M DOC STAMP COLLECTION: $77400.75 INTANGIBLE TAX $44228.91 KEN BURKE, CLERK OF COURT AND
COMPTROLLER PINELLAS COUNTY, FL BY DEPUTY CLERK: CLKDU10


 


DOCUMENT PREPARED BY AND


WHEN RECORDED, RETURN TO:


 


Greenberg Traurig, P.A.


401 East Las Olas Boulevard Suite 2000


Fort Lauderdale, Florida 33301


Attention: Stephen F. Katz, Esq.








	 
	 
	BR CARROLL LANSBROOK, LLC, Mortgagor
	 
	TO
	 
	GENERAL ELECTRIC CAPITAL CORPORATION, Mortgagee
	 
	 
	AMENDED AND RESTATED MORTGAGE, ASSIGNMENT
	OF RENTS AND LEASES, SECURITY AGREEMENT AND FIXTURE FILING
	 
	 
	  Dated as of March 21, 2014
	Property Location: Palm Harbor, Florida
	 










 


DOCUMENTARY STAMP TAX IN THE AMOUNT OF $77,400.75 AND INTANGIBLES
TAX IN THE AMOUNT OF $44,229.00 ARE BEING PAID ON THE ADDITIONAL ADVANCE SECURED HEREBY IN THE AMOUNT OF $22,114,456.15


 




    	 



    	 



    

  





AMENDED AND RESTATED MORTGAGE, ASSIGNMENT
OF


RENTS AND LEASES, SECURITY AGREEMENT
AND FIXTURE FILING


 


THIS AMENDED AND RESTATED MORTGAGE,
ASSIGNMENT OF RENTS AND LEASES, SECURITY AGREEMENT AND FIXTURE FILING (this "Mortgage") is executed
as of March 21, 2014, by BR CARROLL LANSBROOK, LLC, a Delaware limited liability company (“Mortgagor”)
whose address for notice hereunder is c/o Bluerock Real Estate, L.L.C., 712 Fifth Avenue, 9th Floor, New York, New York
10019, Attention: Jordan Ruddy for the benefit of GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“Mortgagee”),
whose address for notice hereunder is c/o GE Real Estate, 299 Park Avenue, 3rd floor, New York, New York 10171.


 


ARTICLE 1


DEFINITIONS


 


Section 1.1           Definitions.
As used herein, the following terms shall have the following meanings:


 


"Existing Mortgage"
means that certain mortgage more fully described in Exhibit B attached hereto, as assigned to Mortgagee by an Assignment
of Mortgage to be recorded immediately prior hereto in Pinellas County, Florida and as assumed by Borrower by Assumption Agreement
executed prior to the execution of this Mortgage.


 


“Loan Documents"
means (1) the Loan Agreement of even date between Mortgagor and Mortgagee (the "Loan Agreement"), (2) the
Amended, Restated and Renewal Promissory Note of even date, executed by Mortgagor, payable to the order of Mortgagee, in the stated
principal amount of $48,000,000.00 (the “Note”), (3) this Mortgage, (4) all other documents now or hereafter
executed by Mortgagor, or any other Person to evidence or secure the payment and performance of the Obligations and (5) all amendments,
modifications, restatements, extensions, renewals and replacements of the foregoing.


 




    	 



    	 



    

  


“Mortgaged Property"
means all estate, right, title, interest, claim and demand whatsoever which Mortgagor now has or hereafter acquires, either in
law or in equity, in possession or expectancy, of, in and to (1) those certain condominium units (collectively, the “Condominium
Units") which are located in the City of Palm Harbor, County of Pinellas, State of Florida and more fully described
on Exhibit A attached hereto; such Condominium Units were formed pursuant to the condominium documents more fully described
on Exhibit A attached hereto (collectively, the “Condominium Documents”), together with Mortgagor's
undivided interest in and to any common elements and limited common elements and other rights which are appurtenant or otherwise
relate to the Condominium Units and all rights and interests of Mortgagor with respect to the Condominium Documents (the “Land”),
(2) all materials, supplies, appliances, equipment (as such term is defined in the UCC), apparatus and other items of personal
property now or hereafter attached to, installed in or used in connection with any of the Condominium Units and water, gas, electrical,
storm and sanitary sewer facilities and all other utilities whether or not situated in easements (the “Fixtures”).
(3) all goods, inventory, accounts, general intangibles, software, investment property, instruments, letters of credit, letter
of-credit rights, deposit accounts, documents, chattel paper and supporting obligations, as each such term is presently or hereafter
defined in the UCC, and all other personal property of any kind or character, now or hereafter affixed to, placed upon, used in
connection with, arising from or otherwise related to the Condominium Units or which may be used in or relating to the planning,
development, financing or operation of the Mortgaged Property, including furniture, furnishings, equipment, machinery, money,
insurance proceeds, accounts, contract rights, software, trademarks, goodwill, promissory notes, electronic and tangible chattel
paper, payment intangibles, documents, trade names, licenses and/or franchise agreements, rights of Mortgagor under leases of
Fixtures or other personal property or equipment, inventory, all refundable, returnable or reimbursable fees, deposits or other
funds or evidences of credit or indebtedness deposited by or on behalf of Mortgagor with any governmental authorities, boards,
corporations, providers of utility services, public or private, including all refundable, returnable or reimbursable tap fees,
utility deposits, commitment fees and development costs, and commercial tort claims arising from the development, construction,
use, occupancy, operation, maintenance, enjoyment, acquisition or ownership of the Mortgaged Property (the “Personalty”),
(4) all reserves, escrows or impounds required under the Loan Agreement and all deposit accounts (including Mortgagor' s rights
in any accounts holding security deposits) maintained by Mortgagor with respect to the Mortgaged Property, (5) all plans, specifications,
shop drawings and other technical descriptions prepared for construction, repair or alteration of the Improvements, and all-amendments
and modifications thereof (the "Plans"), (6) all leases, subleases, licenses, concessions, occupancy agreements
or other agreements (written or oral, now or at any time in effect) which grant a possessory interest in, or the right to use,
all or any part of the Mortgaged Property, together with all Mortgagor's rights in any related security and other deposits (the
"Leases"), (7) all of the rents, revenues, income, proceeds, profits, security and other types of deposits,
lease cancellation payments and other benefits paid or payable by parties to the Leases other than Mortgagor for using, leasing,
licensing, possessing, operating from, residing in, selling, terminating the occupancy of or otherwise enjoying the Mortgaged
Property (the "Rents"), (8) all other agreements, such as construction contracts, architects' agreements,
engineers' contracts, utility contracts, maintenance agreements, management agreements, service contracts, permits, licenses,
certificates and entitlements in any way relating to the development, construction, use, occupancy, operation, maintenance, enjoyment,
acquisition or ownership of the Mortgaged Property (the “Property Agreements”), (9) all rights, privileges,
tenements, hereditaments, rights-of-way, easements, appendages and appurtenances appertaining to the foregoing, and all right,
title and interest, if any, of Mortgagor in and to any streets, ways, alleys, strips or gores of land adjoining the Condominium
Units or any part thereof, (10) all present and future accessories, additions, attachments, replacements and substitutions of,
for or to any of the foregoing and all proceeds and products thereof, (11) all insurance policies (regardless of whether required
by Mortgagee), unearned premiums therefor and proceeds from such policies covering any of the above property now or hereafter
acquired by Mortgagor, (12) all mineral, water, oil and gas rights now or hereafter acquired and relating to all or any part of
the Mortgaged Property, and (13) any awards, remunerations, reimbursements, settlements or compensation heretofore made or hereafter
to be made by any governmental authority pertaining to the Condominium Units, Fixtures or Personalty. As used in this Mortgage,
the term “Mortgaged Property” shall mean all or, where the context permits or requires, any portion of the above or
any interest therein, wherever located. Notwithstanding the foregoing, (x) Fixtures and Personalty shall not include any property
belonging to any tenants under the Leases and (y) the Mortgaged Property shall not include any property owned by the Condominium
Association or any Third Party Unit Owner.


 





"Obligations"
means, collectively, all (1) principal, interest and other amounts due under or secured by the Loan Documents, excluding the Hazardous
Materials Indemnity Agreement, (2) principal, interest and other amounts which may hereafter be loaned by Mortgagee, its successors
or assigns, to or for the benefit of the owner of the Mortgaged Property, when evidenced by a promissory note or other instrument
which, by its terms, is secured hereby, (3) other indebtedness, obligations and liabilities now or hereafter existing of any kind
of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Mortgage, and (4) covenants,
agreements, conditions, warranties, representations and other obligations made or undertaken by Mortgagor to Mortgagee under the
Loan Documents, excluding the Hazardous !vfateria1s Indemnity Agreement. Notwithstanding anything contained in this Mortgage to
the contrary, the term "Obligations" shall not include, and this Mortgage shall not secure, Borrower's obligations under
the Hazardous Materials Indemnity Agreement.










 


"UCC" means the
Uniform Commercial Code as enacted and in effect in the state where the Land is located (and as it may from time to time be amended);
provided that, to the extent that the UCC is used to define any term herein or in any other Loan Document and such term is defined
differently in different Articles or Divisions of the UCC, the definition of such term contained in Article or Division 9 shall
govern; provided further, however, that if, by reason of mandatory provisions of law, any or all of the attachment, perfection
or priority of, or remedies with respect to, any security interest herein granted is governed by the Uniform Commercial Code as
enacted and in effect in a jurisdiction other than the state where the Land is located, the term "UCC" shall mean the
Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for the purposes of the provisions thereo:fre1ating
to such attachment, perfection, priority or remedies and for purposes of definitions related to such provisions.


 




    	 



    	 



    

  


All other capitalized terms used herein
and not otherwise defined shall have the meanings assigned to such terms in the Loan Agreement.


 


ARTICLE 2


GRANT


 


Section 2.1 Grant. To secure
the full and timely payment and performance of the Obligations, Mortgagor and Mortgagee hereby agree that the Existing Mortgage
is hereby amended, modified, superseded and restated in its entirety by this Mortgage, so that together they shall constitute but
one Mortgage, a single Hen securing the Obligations; Mortgagor MORTGAGES, GRANTS, BARGAINS, SELLS, CONVEYS, ALIENS, REMISES, RELEASES,
SETS OVER to Mortgagee the Mortgaged Property, TO HAVE AND TO HOLD, and Mortgagor does hereby bind itself, its successors and assigns
to WARRANT AND FOREVER DEFEND the title to the Mortgaged Property unto Mortgagee.


 


ARTICLE 3


WARRANTIES, REPRESENTATIONS AND COVENANTS


 


Mortgagor warrants, represents and covenants
to Mortgagee as follows:


 


Section 3.1           Cooperation.
Where any of the Mortgaged Property is in the possession of a third party (other than tenants under any Leases), at Mortgagees
request, Mortgagor will join with Mortgagee in notifying the third party of Mortgagee's security interest and using its good faith
efforts to obtain an acknowledgment from the third party that it is holding such Mortgaged Property for the benefit of Mortgagee.
Mortgagor will cooperate with Mortgagee in obtaining control (for lien perfection purposes under the UCC) with respect to any Mortgaged
Property consisting of deposit accounts, investment property, letter-of-credit rights or electronic chattel paper.


 


Section 3.2           Payment
and Performance. Subject to applicable contest rights set forth in the Loan Documents, Mortgagor shall pay and perform
the Obligations when due under the Loan Documents.


 


Section 3.3           Replacement
of Fixtures and Personalty. Mortgagor shall not incorporate into the Mortgaged Property any item of Personalty, Fixtures
or other property that is not owned by Mortgagor free and clear of all liens or security interests except the liens and security
interests in favor of Mortgagee created by the Loan Documents.


 


Section 3.4           Mortgagee
Approval of Restrictions. Mortgagor shall not,


without the prior consent of Mortgagee,
consent to any public restriction (including any zoning ordinance) or private restriction as to the use of the Mortgaged Property.


 


Section 3.5           Other
Covenants. All of the covenants in the Loan Agreement


are incorporated herein by reference. The
covenants set forth in the Loan Agreement include the prohibition against the further sale, transfer or encumbering of any of the
Mortgaged Property, and restrictions on transfers and encumbrances of direct and indirect interests in Mortgagor,


 


Section 3.6           Condemnation
Awards and Insurance Proceeds. Subject to the terms of the Loan Agreement, Mortgagor assigns to Mortgagee all awards and
compensation for any condemnation or other taking, or any purchase in lieu thereof, and all proceeds of any insurance policies
insuring against loss or damage to the Mortgaged Property. All such awards, compensation and proceeds shall be governed by and
subject to the provisions of the Loan Agreement governing the same.


 




    	 



    	 



    

  


ARTICLE 4


DEFAULT AND FORECLOSURE


 


Section
4.1           Remedies. If an Event of Default exists,
Mortgagee may, at Mortgagee's election, exercise any or all of the following rights, remedies and recourses:


 


(a)          Acceleration.
Declare the Obligations to be immediately due and payable, without further notice, presentment, protest, notice of intent to accelerate,
notice of acceleration, demand or action of any nature whatsoever (each of which hereby is, except as otherwise set forth in the
Loan Documents, expressly waived by Mortgagor), whereupon the same shall become immediately due and payable.


 


(b)          Entry
on Mortgaged Property. Subject to the rights of the Condominium Association, the terms of the Condominium Documents and
the tenants under the Leases, enter the Mortgaged Property and take exclusive possession thereof and of all books, records and
accounts relating thereto. If Mortgagor remains in possession of the Mortgaged Property after (and during the continuance of) an
Event of Default and without Mortgagee's prior written consent, Mortgagee may invoke any legal remedies to dispossess Mortgagor.


 


(c)          Operation
of Mortgaged Property. Hold, lease, develop, manage, operate or otherwise use the Mortgaged Property upon such terms and
conditions as Mortgagee may deem reasonable under the circumstances (making such repairs, alterations, additions and improvements
and taking other actions, from time to time, as Mortgagee reasonably deems necessary or desirable), and apply all Rents and other
amounts collected by Mortgagee in connection therewith in accordance with the provisions of Section 4.7.


 


(d)          Foreclosure
and Sale. Institute proceedings for the complete foreclosure of this Mortgage, in which case the Mortgaged Property may
be sold for cash or credit in one or more parcels. With respect to any notices required or permitted under the UCC, Mortgagor agrees
that ten (l0) days' prior written notice shall be deemed commercially reasonable. At any such sale by virtue of any judicial proceedings
or any other legal right, remedy or recourse, the title to and right of possession of any such property shall pass to the purchaser
thereof, and to the fullest extent permitted by law, Mortgagor shall be completely and irrevocably divested of all of its right,
title, interest, claim and demand whatsoever, either at law or in equity, in and to the property sold and such sale shall be a
perpetual bar both at law and in equity against Mortgagor, and against all other persons claiming or to claim the property sold
or any part thereof, by, through or under Mortgagor. Any Person, including Mortgagor or Mortgagee, may be a purchaser at such sale.
If Mortgagee is the highest bidder, Mortgagee may credit the portion of the purchase price that would be distributed to Mortgagee
against the Obligations in lieu of paying cash. In connection with any foreclosure sale: (i) Mortgagee shall have no obligation
to clean up, repair or otherwise prepare the Mortgaged Property for sale; (ii) Mortgagor waives any right it may have to require
Mortgagee to pursue any third party for any of the Obligations; (iii) Mortgagee may comply with any applicable state or federal
law requirements in connection with a disposition of the Mortgaged Property; (iv) Mortgagee may specifically disclaim any warranties
of title or the like; (v) if Mortgagee sells any of the Mortgaged Property on credit, Mortgagor will be credited only with payments
actually made by purchaser, received by Mortgagee and applied to the indebtedness of the purchaser; and (vi) Mortgagee may apply
any noncash proceeds of a disposition of the Mortgaged Property in any commercially reasonable manner selected by Mortgagee. Compliance
by Mortgagee with the standards set forth in the foregoing sentence shall not be deemed to adversely affect the commercial reasonableness
of any sale of the Mortgaged Property or portion thereof.


 




    	 



    	 



    

  


(e)          Receiver.
Make application to a court of competent jurisdiction for, and obtain from such court as a matter of strict right and, to the extent
permitted under applicable law, without notice to Mortgagor or regard to the adequacy of the Mortgaged Property for the Obligations
secured hereby, the appointment of a receiver of the Mortgaged Property, and Mortgagor irrevocably consents to such appointment.
Any such receiver shall have aft the usual powers and duties of receivers in similar cases, including the full power to rent, maintain
and otherwise operate the Mortgaged Property upon such terms as may be approved by the court, and shall apply such Rents in accordance
with the provisions of Section 4.7.


(f)          Other.
Exercise all other rights, remedies and recourses granted under the Loan Documents or otherwise available at law or in equity (including
an action for specific performance of any covenant contained in the Loan Documents or, subject to the terms of Section 7.10,
an action for a deficiency judgment or adjudgment on the Note either before, during or after any proceeding to enforce this Mortgage).


 


Section 4.2           Separate
Sales. The Mortgaged Property may be sold in one or more parcels and in such manner and order as Mortgagee in its sole
discretion, may elect; the right of sale arising out of any Event of Default shall not be exhausted by any one or more sales.


 


Section
4.3           Remedies Cumulative, Concurrent and
Nonexclusive. Mortgagee shall have all rights, remedies and recourses granted in the Loan Documents and available at
law or equity (including the UCC), which rights (a) shall be cumulative and concurrent, (b) may be pursued
separately, successively or concurrently against Mortgagor or others obligated under the Note and the other Loan Documents,
or against the Mortgaged Property, or against ariy one or more of them, at the sole discretion of Mortgagee, (c) may be
exercised as often as occasion therefor shall arise, and the exercise or failure to exercise any of them shall not be
construed as a waiver or release thereof or of any other right, remedy or recourse, and (d) are intended to be, and shall be,
nonexclusive. No action by Mortgagee in the enforcement of any rights, remedies or recourses under the Loan Documents or
otherwise at law or equity shall be deemed to cure any Event of Default.


 


Section 4.4           Release
of and Resort to Collateral. Mortgagee may release, regardless of consideration and without the necessity for any notice
to or consent by the holder of any subordinate lien on the Mortgaged Property, any part of the Mortgaged Property without, as to
the remainder, in any way impairing, affecting, subordinating or releasing the lien or security interests created in or evidenced
by the Loan Documents or their stature as a first and prior lien and security interest in and to the Mortgaged Property. For payment
and performance of the Obligations, Mortgagee may resort to any other security in such order and manner as Mortgagee may elect.


 


Section 4.5           Waiver
of Redemption, Notice and Marshalling of Assets. To the fullest extent permitted by law, Mortgagor hereby irrevocably and
unconditionally waives and releases (a) all benefit that might accrue to Mortgagor by virtue of any present or future statute of
limitations or law or judicial decision exempting the Mortgaged Property from attachment, levy or sale on execution or providing
for any appraisement. valuation, stay of execution, exemption fr.om civil process, redemption or extension of time for payment,
(b) except as set forth in the Loan Documents, all notices of any Event of Default or of Mortgagee's election to exercise or its
actual exercise of any right, remedy or recourse provided for under the Loan Documents, and (c) any right to a marshalling of assets
or a sale in inverse order of alienation.


 


Section 4.6           Discontinuance
of Proceedings. If Mortgagee shall have proceeded to invoke any right, remedy or recourse permitted under the Loan Documents
and shall thereafter e1ect to discontinue or abandon it for any reason, Mortgagee shall have the unqualified right to do so and,
in such an event, Mortgagor and Mortgagee shall be restored to their former positions with respect to the Obligations, the Loan
Documents, the Mortgaged Property and otherwise, and the rights, remedies, recourses and powers of Mortgagee shall continue as
if the right, remedy or recourse had never been invoked, but no such discontinuance


or abandonment shall waive any Event of
Default which may then exist or the right of Mortgagee thereafter to exercise any right, remedy or recourse under the Loan Documents
for such Event of Default.


 


Section 4.7           Application
of Proceeds. The proceeds of any sale of, and the Rents and other amounts generated by the holding, leasing, management,
operation or other use of the Mortgaged Property, shall be applied by Mortgagee (or the receiver, if one is appointed) in the following
order unless otherwise required by applicable law:


 




    	 



    	 



    

  


(a)          to
the payment of the reasonable costs and expenses actually incurred of taking possession of the Mortgaged Property and of holding,
operating, maintaining, using, leasing, repairing, improving and selling the same, including (1) receiver's fees and expenses,
(2) court costs, (3) attorneys’ and accountants’ fees and expenses, (4) costs of advertisement, (5) utility costs and
charges, (6) Insurance premiums, (7) costs and expenses with respect to any litigation affecting the Mortgaged Property, (8) wages
and salaries of employees, commissions of agents and attorneys' fees and expenses, (9) all ground rent, rea1 estate taxes and assessments,
except any taxes, assessments or other charges subject to which the Mortgaged Property shall have been sold, and (10) all other
carrying costs, fees, charges, reserves, and expenses whatsoever relating to the Mortgaged Property;


 


(b)          to
the payment of all amounts (including interest thereon), other than the unpaid principal balance of the Note and accrued but unpaid
interest thereon, which may be due to Mortgagee under the Loan Documents;


 


(c)          to
the payment and performance of the Obligations in such manner and order of preference as Mortgagee in its sole discretion may determine;
and entitled thereto.


 


(d)          the
balance, if any, to the payment of the persons legal1y


 


Section 4.8           Occupancy
After Foreclosure. The purchaser at any foreclosure sale pursuant to Section 4.l(d) shall become the legal owner
of the Mortgaged Property. All occupants of the Mortgaged Property shall, at the option of such purchaser, become tenants of the
purchaser at the foreclosure sale and shall deliver possession thereof immediately to the purchaser upon demand. It shall not be
necessary for the purchaser at said sale to bring any action for possession of the Mortgaged Property other than the statutory
action of forcible detainer in any justice court having jurisdiction over the Mortgaged Property.


 


Section 4.9           Additional
Advances and Disbursements; Costs of Enforcement


 


(a)          If
any Event of Default exists, Mortgagee shall have the right, but not the obligation, to cure such Event of Default in the name
and on behalf of Mortgagor. All sums advanced and expenses incurred at any time by Mortgagee under this Section 4.9 or otherwise
under this Mortgage or any of the other Loan Documents or applicable law, shall bear interest from the date that such sum is advanced
or expense incurred, to and including the date of reimbursement, computed at the Default Rate, and all such sums, together with
interest thereon, shall be secured by this Mortgage.


 


(b)          Mortgagor
shall pay all expenses (including reasonable attorneys' fees and expenses actually incurred) of or incidental to the perfection
and enforcement of this Mortgage and the other Loan Documents, or the enforcement, compromise or settlement of the Obligations
or any claim under this Mortgage and the other Loan Documents, and for the curing thereof, or for defending or asserting the rights
and claims of Mortgagee in respect thereof, by litigation or otherwise.


 


Section 4.10         No
Mortgagee in Possession. Neither the enforcement of any of the remedies under this Article 4, the assignment of the Rents
and Leases under Article S, the security interests under Artic1e 6, nor any other remedies afforded to Mortgagee under the Loan
Documents, at law or in equity shall cause Mortgagee to be deemed or construed to be a mortgagee in possessi9n of the Mortgaged
Property other than the physical taking of possession by Mortgagee, to obligate Mortgagee to lease the Mortgaged Property or attempt
to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under
any of the Leases or otherwise.


 




    	 



    	 



    

  


ARTICLE 5


ASSIGNMENT OF RENTS AND LEASES


 


Section 5.1           Assignment.
Mortgagor unconditionally and absolutely assigns to Mortgagee all of Mortgagor's right, title and interest in and to the Leases
and Rents. This assignment is an absolute assignment to Mortgagee and not an assignment as security for the payment and performance
of the Obligations.


 


Section 5.2           Rights
of Mortgagee. Subject to the provisions of Section 5.5 below, Mortgagee shall have the right, power and authority
to: (a) notify any Person that the Leases have been assigned to Mortgagee and that all Rents are to be paid directly to Mortgagee,
whether or not Mortgagee has commenced or completed foreclosure or ta.ken possession of the Mortgaged Property; (b) settle, compromise,
release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations under
the Leases; (c) enforce payment of Rents and other rights under the Leases, prosecute any action or proceeding, and defend against
any claim with respect to Rents and Leases; (d) subject to the rights of tenants under the Leases and the Condominium Association
under the Condominium Documents, enter upon, take possession of and operate the Mortgaged Property; (e) lease all or any part of
the Mortgaged Property; and/or (f) perform any and all obligations of Mortgagor under the Leases and exercise any and all rights
of Mortgagor therein contained to the full extent of Mortgagor's rights and obligations thereunder, with or without the bringing
of any action or the appointment of a receiver. At Mortgagee's request, Mortgagor shall deliver a copy of this Mortgage to ea.ch
tenant under a Lease and to each manager and managing agent or operator of the Mortgaged Property. Mortgagor irrevocably directs
any tenant, manager, managing agent, or operator of the Mortgaged Property, without any requirement for notice to or consent by
Mortgagor, to comply with all demands of Mortgagee under this Mortgage and to turn over to Mortgagee on demand all Rents which
it receives.


 


Section 5.3           No
Obligation. Notwithstanding Mortgagee's rights hereunder, Mortgagee shall not be obligated to perform, and Mortgagee does
not undertake to perform, any obligation, duty or liability with respect to the Leases, Rents or Mortgaged Property on account
of this Mortgage. Mortgagee shall have no responsibility on account of this Mortgage for the control, care, maintenance or repair
of the Mortgaged Property, for any waste committed on the Mortgaged Property, for any dangerous or defective condition of the Mortgaged
Property, or for any negligence in the management, upkeep, repair or control of the Mortgaged Property, other than in connection
with any gross negligence or willful misconduct of Mortgagee with respect to the Mortgaged Property.


 


Section 5.4           Right
to Apply Rents. Mortgagee shall have the right, but not the obligation, to use and app1y any Rents received hereunder in
accordance with Section 4.7 hereof.


 


Section 5.5           Revocable
License. Notwithstanding that the assignment of the Rents and Leases under this Article 5 is an absolute assignment of
the Rents and Leases and not merely the collatcra1 assignment of, or the grant of a lien or security interest in the Rents and
Leases, Mortgagee grants to Mortgagor a revocable license to collect and receive the Rents and to retain, use and enjoy such Rents
and to otherwise ]ease and operate the Mortgaged Property. During the continuation of any Event of Default, such license may be
revoked by Mortgagee, without notice to or demand upon Mortgagor, and Mortgagee immediately shall be entitled to receive and apply
all Rents, whether or not Mortgagee enters upon and takes control of the Mortgaged Property. Prior to such revocation, Mortgagor
shall apply any Rents which it receives in accordance with the Loan Agreement.


 


Section 5.6           Liability
of Mortgagee. Mortgagee shall not in any way be liable to Mortgagor for any action or inaction of Mortgagee, its employees
or agents under this Article 5.


 


Section 5.7           No
Merger of Estates. So long as any part of the Obligations secured hereby remain unpaid and undischarged, the fee and leasehold
estates to the Mortgaged Property shall not merge, but shall remain separate and distinct, notwithstanding the union of such estates
either in Mortgagor, Mortgagee, any lessee or any third party by purchase or otherwise.


 




    	 



    	 



    

  


ARTICLE 6


SECURITY AGREEMENT


 


Section 6.1           Security
Interest. This Mortgage constitutes a "Security Agreement" on personal property within the meaning
of the UCC and other applicable law and with respect to
the Personalty, Fixtures, Plans, Leases, Rents and Property Agreements. To this end, Mortgagor grants to Mortgagee, a first and
prior security interest in the Personalty, Fixtures, Plans, Leases, Rents and Property Agreements and all other Mortgaged Property
which is personal property to secure the payment and performance of the Obligations, and agrees that Mortgagee shall have all the
rights and remedies of a secured party under the UCC with respect to such property. Any notice of sale, disposition or other intended
action by Mortgagee with respect to the Personalty, Fixtures, Plans, Leases, Rents and Property Agreements sent to Mortgagor at
least ten (10) days prior to any action under the UCC shall constitute reasonable notice to Mortgagor.


 


Section 6.2           Financing
Statements. Mortgagor hereby irrevocably authorizes Mortgagee at any time and from time to file in any filing office in
any UCC jurisdiction one or more financing or continuation statements and amendments thereto, relative to all or any part of the
Mortgaged Property, without the signature of Mortgagor where permitted by law. Mortgagor agrees to furnish Mortgagee, promptly
upon request, with any information required by Mortgagee to complete such financing or continuation statements. If Mortgagee has
fi1ed any initial financing statements or amendments in any UCC jurisdiction prior to the date hereof, Mortgagor ratifies and confirms
its authorization of all such filings. Mortgagor acknowledges that it is not authorized to file any financing statement or amendment
or termination statement with respect to any financing statement without the prior written consent of Mortgagee, and agrees that
it will not do so without Mortgagee's prior written consent, subject to Mortgagor's tights under Section 9-509(d)(2) of
the UCC. Mortgagor shall execute and deliver to Mortgagee, in form and substance satisfactory to Mortgagee, such additional financing
statements and such further assurances as Mortgagee may, from time to time, reasonably consider necessary to create, perfect and
preserve Mortgagee's security interest hereunder and Mortgagee may cause such statements and assurances to be recorded and filed,
at such times and places as may be required or permitted by law to so create, perfect and preserve such security interest.


 


Section 6.3           Fixture
Filing. This Mortgage shall also constitute a "fixture filing" for the purposes of the UCC against all of the Mortgaged
Property which is or is to become fixtures. Information concerning the security interest herein granted may be obtained at the
addresses of Debtor (Mortgagor) and Secured Party (Mortgagee) as set forth in the first paragraph of this Mortgage.


 


ARTICLE 7


MISCELLANEOUS


 


Section 7.1           Notices.
Any notice required or permitted to be given under this Mortgage shall be sent, deemed given and received, and otherwise governed
in accordance with the notice provisions set forth in the Loan Agreement


 


Section 7.2           Covenants
Running with the Land. All of the covenants in the Loan Agreement and in Article 3 of this Mortgage, and all other Obligations
contained in this Mortgage, are intended by Mortgagor and Mortgagee to be, and shall be construed as, covenants running with the
Mortgaged Property. As used herein, "Mortgagor" shall refer to the party named in the first paragraph of this Mortgage
and to any subsequent owner of all or any portion of the Mortgaged Property (without in any way implying that Mortgagee has or
will consent to any such conveyance or transfer of the "Mortgaged Property). A 11 persons or entities who may have or acquire
an interest in the Mortgaged Property shall be deemed to have notice of, and be bound by, the terms of the Loan Agreement and the
other Loan Documents; however, no such party shall be entitled to any rights thereunder without the prior written consent of Mortgagee.


 




    	 



    	 



    

  


Section 7.3           Attorney-in-Fact.
Mortgagor hereby irrevocably appoints Mortgagee and its successors and assigns, as its attorney-in-fact, which agency is coupled
with an interest, (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee
deems appropriate to protect Mortgagee's interest, if Mortgagor shall fail to do so within ten (10) days after written request
by Mortgagee, (b) to execute any or all of the rights or powers described in Article 5 with the same force and effect as if executed
by Mortgagor, and Mortgagor ratifies and confirms any and all acts done or omitted to be done by Mortgagee, its agents, ·servants,
employees or attorneys in, to or about the Mortgaged Property, (c) upon the issuance of a deed pursuant to the foreclosure of this
Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance
with respect to the Leases, Rents, Personalty, Fixtures, Plans and Property Agreements in favor of the grantee of any such deed
as may be reasonably necessary for such purpose, (d) to prepare, execute and file or record financing statements, continuation
statements, applications for registration and like papers necessary to create, perfect or preserve Mortgagee's security interests
and rights in or to any of the collateral, and (e) while any Event of Default exists, to perform any obligation of Mortgagor hereunder;
however: (1) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2) any sums advanced
by Mortgagee in such performance shall be added to and included in the Obligations and shall bear interest at the Default Rate;
(3) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4)
Mortgagee shall not be liable to Mortgagor or any other Person for any failure to take any action which it is empowered to take
under this Section. Notwithstanding the foregoing, no exercise by Mortgagee of the rights granted pursuant to this Section 7.3
shall increase Mortgagor's obligations or limit or reduce Mortgagee's rights and remedies under the Loan Documents.


 


Section 7.4           Successors
and Assigns. This Mortgage shall be binding upon and inure to the benefit of Mortgagee and Mortgagor and their respective
successors and assigns. Except as otherwise permitted under the Loan Agreement, Mortgagor shall not, without the prior written
consent of Mortgagee, assign any rights, duties or obligations hereunder.


 


Section 7.5           No
Waiver. Any failure by Mortgagee to insist upon strict performance of any of the terms, provisions or conditions of the
Loan Documents shall not be deemed to be a waiver of same, and Mortgagee shall have the right at any time to insist upon strict
perfom1ance of all of such terms, provisions and conditions.


 


Section 7.6           Subrogation.
To the extent proceeds of the Note have been used to extinguish, extend or renew any indebtedness against the Mortgaged Property,
then Mortgagee sha11 be subrogated to all of the rights, liens and interests existing against the Mortgaged Property and held by
the holder of such indebtedness and such former rights, liens and interests, if any, are not waived, but are continued in full
force and effect in favor of Mortgagee.


Section 7.7           Loan
Agreement. If any conflict or inconsistency exists between this Mortgage and the Loan Agreement, the Loan Agreement shall
govern.


 


Section 7.8           Release.
Upon full payment and performance of the Obligations, Mortgagee shall release of record the liens and security interests created
by this Mortgage, in accordance with applicable law.


 


Section 7.9           Waiver
of Stay, Moratorium and Similar Rights. Mortgagor agrees, to the full ext.ent that it may lawfully do so, that it will
not at any time insist upon or plead or in any way take advantage of any appraisement, valuation, stay, marshalling of assets,
extension, redemption or moratorium law now or hereafter in force and effect so as to prevent or hinder the enforcement of the
provisions of this Mortgage or the indebtedness secured hereby, or any agreement between Mortgagor and Mortgagee or any rights
or remedies of Mortgagee.


 


Section 7.10         Limitation
on Liability. Mortgagor's liability hereunder is subject to the limitation on liabi1ity provisions of Article 12 of the
Loan Agreement.


 


Section 7.11         Obligations
of Mortgagor, Joint and Several. If more than one Person has executed this Mortgage as "Mortgagor", the obligations
of all such Persons hereunder shall be joint and several.


 


Section 7.12         Governing
Law. This Mortgage shall be governed by the laws of the State of Florida.


 


Section 7.13 Interpretation.
The Article, Section and Subsection titles hereof are inserted for convenience of reference only and shall in no way alter, modify
or define, or be used in construing, the text of such Articles, Sections or Subsections. When used in this Mortgage, "include(s)"
shall mean "include(s), without limitation" and "including" shall mean "including, but not limited to".


 


Section 7.14         Counterparts.
This Mortgage ma y be executed in counterparts, all of which counterparts t-0gether shall constitute one and the same instrument
(and original signature pages and notary pages from each counterpart may be assembled into one original document to be recorded).


 




    	 



    	 



    

  


Section 7.15 Entire Agreement.
This Mortgage and the other Loan Documents embody the entire agreement and understanding between Mortgagee and Mortgagor and supersede
all prior agreements and understandings between such parties relating to the subject matter hereof and thereof. Accordingly, the
Loan Documents may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. There
are no unwritten oral agreements between the parties.


 


Section
7.16         Future Advances. This Mortgage secures such future or
additional advances (in addition to the principal amount of the Note) as may be made by Mortgagee or the holder hereof, at
its exclusive option, to Mortgagor or its successors or assigns in title, for any purpose, provided that all such advances
are made within twenty (20) years from the date of this Mortgage or within such lesser period of time as may be provided by
law as a prerequisite for the sufficiency of actual notice or record notice of such optional future or additional advances as
against the rights of creditors or subsequent purchasers for valuable consideration to the same extent as if such future or
additional advances were made on the date of the execution of this Mortgage. The total amount of Indebtedness secured by this
Mortgage may be increased or decreased from time to time, but the total unpaid balance so secured at any one time shall not
exceed the maximum principal amount of $96,000,000.00 plus interest thereon and any disbursements made under the Mortgage for
the payment of impositions, taxes, assessments, levies, insurance, or otherwise, with interest on such disbursements. It
is the intent of the parties that this Mortgage shall secure the payment of the Note and any additional advances made from
time to time pursuant to any additional notes or otherwise, all of said indebtedness being equally secured hereby and having
the same priority as any amounts advanced as of the date of this Mortgage. It is agreed that any additional sum or sums
advanced by Mortgagee under the Note shall be equally secured with, and have the same priority as, the original Indebtedness
and shall be subject to all of the terms, provisions and conditions of this Mortgage, whether or not such additional loans or
advances are ev1aenced by other promissory notes of Mortgagor and whether or not identified by a recital that it or they are
secured by this Mortgage.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT
BLANK]


 




    	 



    	 



    

  


EXECUTED as of the date first above written.


 


	 	 	BR CARROLL LANSBROOK, LLC, a Delaware
	 	 	limited liability company
	 	 	 	 
	Print Name:	 	 	 
	 	 	 	 
	 	 	By:	/s/ Jordan Ruddy
	Print Name:	 	 	Name: Jordan Ruddy
	 	 	 	Title: Chief Executive Officer
	 	 	 	 


 


	STATE OF New York	)
	 	)ss:
	COUNTY OF New York	)


 


This
instrument was acknowledged before me this 18 day of March, 2014 by Jordan Ruddy, as Chief Executive Officer of BR Carroll Lansbrook,
LLC, a Delaware limited liability company who executed the foregoing instrument on behalf of said entity for the purposes therein
expressed. He personally appeared before me, is personally known to me or produced Driver’s License as identification.


 


	 	Notary Public, State of New York
	 	Print Name: Mark Faham
	 	My Commission Expires: ________________
	 	 
	 	[SEAL]
	 	MARK FAHAM
	 	Notary Public, State of New York
	 	No. 01FA6101480
	 	Qualified in Kings County
	 	Commission Expires November 17, 2015


 


Signature Page to Amended and Restated Mortgage, Assignment
of Rents and Leases, Security Agreement and Fixture Filing


 




    	 



    	 



    

  


EXHIBIT A-1


 


Condominium Units


 


EXHIBIT A-1


 




    	 



    	 



    

 


EXHIBIT A


 


PARCEL 1:


 


UNITS as shown on Schedule 1 being in the
following:


 


LANSBROOK VILLAGE CONDOMINIUM, a Condominium
according to the Declaration of Condominium thereof, as recorded in O.R. Book 14696, Pages 673 through 874, inclusive and according
to the Plat thereof recorded in Condominium Book 139, Pages 42 through 62, inclusive and all amendments thereof, of the Public
Records of Pinellas County, Florida, together with an undivided interest in the common elements for each unit described in Schedule
1.


 


PARCEL 2:


Easements in and to the common areas, as
more particularly defined and described in the Declaration of Covenants, Conditions, Restrictions and Easements for The Villages
at Lansbrook (The "Villages at Lansbrook Declaration, recorded December 17, 1999, in O.R. Book 10758, Page 763, as further
supplemented by the document recorded in O.R. Book 10758, Page 855, as further supplements by the document recorded in O.R. Book
11378, Page 120 and as Amended and Restated by Amended and Restate Declaration of Covenants, Conditions, Restrictions and Easements
for Village of Lansbrook, recorded in 0.R. Book 12489, Page 2341, Second Amended and Restate Declaration of Covenants, Conditions,
Restrictions and Easements for Villages of Lansbrook recorded October 4, 2004, in O.R. Book 13864, Page 2510, all of the Public
Records of Pinellas County, Florida, LESS and EXCEPT those easement areas created under the aforementioned documentation that are
located within Parcel 1 described above.


 


PARCEL 3:


Drainage and retention
easements over the drainage area more particularly described and defined in the Declaration of Drainage Easements and Maintenance
Agreement (the "Drainage Declaration") recorded October 15, 1993, in O.R. Book 8437, Page 1145, as modified by O.R. Book
9109, Page 1086 and as supplemented by document recorded in O.R. Book 11378, Page 111, all of the Public Records of Pinellas County,
Florida.


   


EXHIBIT A-1


 




    	 



    	 



    




 


EXHIBIT A-2


 


Condominium Documents


 


EXHIBIT A-2


 




    	 



    	 



    

 





 




    	 



    	 



    

  





 


EXHIBIT A-3


 




    	 



    	 



    

  


EXHIBIT B


 


Existing Mortgage


 


RECITALS


  


Mortgage, Assignment
of Rents, Security Agreement and Fixture Filing dated September 28, 2012 made by Waterton Lansbrook Venture, L.L.C. (the “Original
Borrower"), in favor of Bank of America, N.A., as recorded in Official Records Book 17747, Page 111, as amended by
that certain Amendment to Mortgage, Assignment of Rents, Security Agreement and Fixture Filing, Notice of Future Advance and Spreader
Agreement recorded in Official Records Book 18055, Page 262 and by that certain Second Amendment to Mortgage, Assignment of Rents,
Security Agreement and Fixture Filing, Notice of Future Advance and Spreader Agreement recorded in Official Records Book 18275,
Page 1005, all of the Public Records of Pinellas County, Florida, as assumed by Borrower pursuant to an Assumption Agreement of
even date herewith and as assigned to Lender pursuant to an Assignment of Mortgage of even date herewith.


 


EXHIBIT B-1