Exhibit 10.46


 


	I certify this to be a true and exact copy of the original.
	By: /s/ 	 


 


Prepared by, and after recording


return to:


 


Brian J. Iwashyna, Esquire


Troutman Sanders LLP


P.0. Box .I122


Richmond, Virginia 23218-1122


 


MULTIFAMILY DEED OF TRUST,

ASSIGNMENT OF LEASES AND RENTS,

SECURITY AGREEMENT


AND FIXTURE FILING


 


(TENNESSEE)


 


Maximum Principal Indebtedness
for Tennessee

Recording Tax Purposes is $20,100,000.00


 


NOTICE PURSUANT TO SECTIONS
47-9-323 AND 47-28-104 OF TENNESSEE CODE ANNOTATED. THIS SECURITY INSTRUMENT SECURES OBLIGATORY ADVANCES AND IS FOR COMMERCIAL
PURPOSES PURSUANT TO SECTION 47-28-101, ET SEQ, OFTHE TENNESSEE CODE ANNOTATED.


 




    	 



    	 



    




 


TABLE OF CONTENTS


 


	 	 	PAGE
	 	 	 
	1.	DEFINED TERMS	2
	 	 	 
	2.	SECURITY AGREEMENT; FIXTURE FILING	7
	 	 	 
	3.	ASSIGNMENT OF LEASES AND RENTS; APPOINTMENT OF RECEIVER; LENDER IN POSSESSION	8
	 	 	 
	4.	PROTECTION OF LENDER’S SECURITY	10
	 	 	 
	5.	NO OTHER INDEBTEDNESS AND MEZZANINE FINANCING	11
	 	 	 
	6.	DEFAULT; ACCELERATION; REMEDIES	11
	 	 	 
	7.	WAIVER OF STATUTE OF LIMITATIONS AND MARSHALING	13
	 	 	 
	8.	WAIVER OF REDEMPTION; RIGHTS OF TENANTS	13
	 	 	 
	9.	NOTICE	14
	 	 	 
	10.	MORTGAGEE-IN-POSSESSION	15
	 	 	 
	11. 	RELEASE	15
	 	 	 
	12.	SUBSTITUTE TRUSTEE	15
	 	 	 
	13.	TENNESSEE STATE SPECIFIC PROVISIONS	15
	 	 	 
	14.	GOVERNING LAW; CONSENT TO JURISDICTION AND VENUE	15
	 	 	 
	15.	MISCELLANEOUS PROVISIONS	15
	 	 	 
	16.	TIME IS OF THE ESSENCE	17
	 	 	 
	17.	WAIVER OF TRIAL BY JURY	17


 




    	 



    	 



    

  


Grove at Waterford Crossing


 


MULTIFAMILY DEED OF TRUST,

ASSIGNMENT OF LEASES AND RENTS,

SECURITY AGREEMENT


AND FIXTURE FUING


 


This
MULTIFAMILY DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING
(as amended, restated, replaced, supplemented, or otherwise modified from time to time, the “Security Instrument”)
dated as of the 4th day of April, 2012, is executed by BELL BR WATERFORD CROSSING JV, LLC, a limited liability company organized
and existing under the laws of Delaware, whose address is c/o Bell Partners Inc., 300 North Green Street, Suite 1000, Greensboro,
NC 27401, as grantor ("Borrower"), to R. KIRKLAND MOSER, as whose address is 201 Fourth Avenue, Nashville,
Tennessee 37219, as trustee (''Trustee"), for the benefit of CWCAPITAL LLC, a limited liability company organized
and existing under the laws of Massachusetts, whose address is One Charles River Place, 63 Kendrick Street, Needham, Massachusetts
02494, as beneficiary (''Lender'').


 


This
Security Instrument covers property or goods herein described that are, or are to become so affixed to real property described
in Exhibit A hereto so as to become fixtures and also constitutes a fixture filing under Sections 47-9-334 and 47-9-502
of Tennessee Code Annotated, and is to be filed in the real estate records. The names of the debtor (the "Borrower'' herein)
'and the secured party (the "Lender" herein), the mailing address of the secured party from which information
concerning the security interest may be obtained, the mailing address of the debtor, and a statement indicating the types, or describing
the items, of collateral are stated herein in compliance with Section 47-9-502 of the Tennessee Code Annotated, as amended.


 


Borrower,
in consideration of (i) the loan in the original principal amount of $20,100,000.00 (the "Mortgage Loan") evidenced
by that certain Multifamily Note dated as of the date of this Security Instrument, executed by Borrower and made payable to the
order of Lender (as amended, restated, replaced, supplemented, or otherwise modified from time to time, the "Note"),
(ii) that certain Multifamily Loan and Security Agreement dated as of the date of this Security Instrument, executed by and between
Borrower and Lender (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Loan Agreement”),
and (iii) the trust created by this Security Instrument, and to secure to Lender the repayment of the Indebtedness (as defined
in this Security Instrument), and all renewals, extensions and modifications thereof, and the performance of the covenants and
agreements of Borrower contained. in the Loan Documents (as defined in the Loan Agreement), excluding the Environmental Indemnity
Agreement (as defined in this Security Instrument), irrevocably and unconditionally mortgages, grants, warrants, conveys, bargains,
sells, and assigns to Trustee, in trust, for benefit of Lender, with power of sale and right of entry and possession, the Mortgaged
Property (as defined in this Security Instrument), including the real property located in Sumner County, State of Tennessee, and
described in Exhibit A attached to this Security Instrument and incorporated by reference (the ''Land"), to have and
to hold such Mortgaged Property unto Trustee and Trustee's successors and assigns, forever; Borrower hereby releasing, relinquishing
and waiving, to the fullest extent allowed by law, all rights and benefits, if any, under and by virtue of the homestead
exemption laws of the Property Jurisdiction (as defined in this Security Instrument), if applicable.


 




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Borrower
represents and warrants that Borrower is lawfully seized of the Mortgaged Property and has the right, power and authority to mortgage,
grant, warrant, convey, bargain, sell, and assign the Mortgaged Property, and that the Mortgaged Property is not encumbered by
any Lien (as defined in this Security Instrument) other than Permitted Encumbrances (as defined in this Security Instrument). Borrower
covenants that Borrower will warrant and defend the title to the Mortgaged Property against all claims and demands other than Permitted
Encumbrances.


 


THIS
SECURITY INSTRUMENT IS GIVEN FOR COMMERCIAL PURPOSES AND FOR THE PURPOSE OF CREATING A LIEN ON THE MORTGAGED PROPERTY IN ORDER
TO SECURE NOT ONLY ANY EXISTING INDEBTEDNESS OR ADVANCES MADE CONTEMPORANEOUSLY WITH THE EXECUTION HEREOF, BUT ALSO FUTURE ADVANCES,
WHETHER SUCH ADVANCES ARE OBLIGATORY, OR TO BE MADE AT THE OPTION OF LENDER, OR BOTH, AND WHETHER MADE BEFORE OR AFTER DEFAULT
OR MATURITY OR OTHER SIMILAR EVENTS, TO THE SAME EXTENT AS IF SUCH FUTURE ADVANCES WERE MADE ON THE DATE OF THE EXECUTION OF TIIIS
SECURITY INSTRUMENT, ALTHOUGH THERE MAY BE NO ADVANCE MADE AT THE TIME OF THE EXECUTION HEREOF AND ALTHOUGH THERE MAY BE NO INDEBTEDNESS
OUTSTANDING AT THE TIME ANY ADVANCE IS MADE AS PROVIDED BY T.C.A. SECTION 47-28-102. THIS NOTICE REFERENCING OBLIGATORY FUTURE
ADVANCES IS FOR PURPOSES OF COMPLYING WITH T.C.A. SECTION 47-28-104 AND NO OTHER INFERENCE IS TO BE PRESUMED HEREUNDER. NOTWITHSTANDING
THE REDUCTION OF THE AMOUNT(S) SECURED HEREBY AT ANY TIME TO ZERO, THIS SECURITY INSTRUMENT SHALL REMAIN IN FULL FORCE AND EFFECT
UNTIL SUCH TIME AS RELEASE OR SATISFACTION THEREOF IS FILED OR RECORDED BY LENDER.


 


Borrower,
and by their acceptance hereof, each of Trustee and Lender covenants and agrees as follows:


 


		1.	Defined Terms.



 


Capitalized
terms used and not specifically defined herein have the meanings given to such terms in the Loan Agreement. All terms used and
not specifically defined herein, but which are otherwise defined by the UCC, shall have the meanings assigned to them by the UCC.
The following terms, when used in this Security Instrument, shall have the following meanings:


 


“Condemnation
Action” means any action or proceeding, however characterized or named, relating to any condemnation or other taking,
or conveyance in lieu thereof, of all or any part of the Mortgaged Property, whether direct or indirect.


 


"Enforcement
Costs" means all expenses and costs, including reasonable attorneys' fees and expenses, fees and out-of-pocket expenses
of expert witnesses and costs of investigation, incurred by Lender as a result of any Event of Default under the Loan Agreement
or in connection with efforts to collect any amount due under the Loan Documents, or to enforce the provisions of the Loan Agreement
or any of the other Loan Documents, including those incurred in post-judgment collection efforts and in any bankruptcy or insolvency
proceeding (including any action for relief from
the automatic stay of any bankruptcy proceeding or Foreclosure Event) or judicial or non-judicial foreclosure proceeding, to the
extent permitted by law.


 




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“Environmental
Indemnity Agreement” means that certain Environmental Indemnity Agreement dated as of the date of this Security Instrument,
executed by Borrower to and for the benefit of Lender, as the same may be amended, restated, replaced, supplemented, or otherwise
modified from time to time.


 


"Environmental
Laws" has the meaning set forth in the Environmental Indemnity Agreement.


 


"Event of Default”
has the meaning set forth in the Loan Agreement.


 


"Fixtures"
means all Goods that are so attached or affixed to the Land or the Improvements as to constitute a fixture under the laws of the
Property Jurisdiction.


 


"Goods"
means all goods which are used now or in the future in connection with the ownership, management, or operation of the Land or the
Improvements or are located on the Land or in the Improvements, including inventory; furniture; furnishings; machinery, equipment,
engines, boilers, incinerators, and installed building materials; systems and equipment for the purpose of supplying or distributing
heating, cooling, electricity, gas, water, air, or light; antennas, cable, wiring, and conduits used in connection with radio,
television, security, fire prevention, or fire detection, or otherwise used to carry electronic signals; telephone systems and
equipment; elevators and related machinery and equipment; fire detection, prevention and extinguishing systems and apparatus; security
and access control systems and apparatus; plumbing systems; water heaters, ranges, stoves, microwave ovens, refrigerators, dishwashers,
garbage disposers, washers, dryers, and other appliances; light fixtures, awnings, storm windows, and storm doors; pictures, screens,
blinds, shades, curtains, and curtain rods; mirrors, cabinets, paneling, rugs, and floor and wall coverings; fences, trees, and
plants; swimming pools; exercise equipment; supplies; tools; books and records (whether in written or electronic form); websites,
URLs, blogs, and social network pages; computer equipment (hardware and software); and other tangible personal property which is
used now or in the future in connection with the ownership, management, or operation of the Land or the Improvements or are located
on the Land or in the Improvements.


 


"Imposition Deposits"
means deposits in an amount sufficient to accumulate with Lender the entire sum required to pay the Impositions when due.


 


"Impositions"
means


 


(a)          any
water and sewer charges which, if not paid, may result in a lien on all or any part of the Mortgaged Property;


 


(b)          the
premiums for fire and other casualty insurance, liability insurance, rent loss insurance and such other insurance as Lender may
require under the Loan Agreement;


 


(c)          Taxes;
and


 


(d)          amounts
for other charges and expenses which Lender at any time reasonably deems necessary to protect the Mortgaged Property, to prevent
the imposition of liens on the Mortgaged Property, or
otherwise to protect Lender's interests, all as reasonably determined from time to time by Lender.


 




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"Improvements"
means the buildings, structures, improvements, and alterations now constructed or at any time in the future constructed or placed
upon the Land, including any future replacements, facilities, and additions and other construction on the Land.


 


"Indebtedness"
means the princi.pal of, interest on, and all other amounts due at any time under the Note, the Loan Agreement, this Security Instrument
or any other Loan Document (other than the Environmental Indemnity Agreement and Guaranty), including Prepayment Premiums, late
charges, default interest, and accrued interest as provided in the Loan Agreement and this Security Instrument, advances, costs
and expenses to perform the obligations of Borrower or to protect the Mortgaged Property or the security of this Security Instrument,
all other monetary obligations of Borrower under the Loan Documents (other than the Environmental Indemnity Agreement), including
amounts due as a result of any indemnification obligations, and any Enforcement Costs.


 


"Land"
means the real property described in Exhibit A.


 


"Leases"
means all present and future leases, subleases, licenses, concessions or grants or other possessory interests now or hereafter
in force, whether oral or written, covering or affecting the Mortgaged Property, or any portion of the Mortgaged Property (including
proprietary leases or occupancy agreements if Borrower is a cooperative housing corporation), and all modifications, extensions
or renewals thereof.


 


"Lien"
means any claim or charge against property for payment of a debt or an amount owed for services rendered, including any mortgage,
deed of trust, deed to secure debt, security interest, tax lien, any materialman' s or mechanic's lien, or any lien of a Governmental
Authority, including any lien in connection with the payment of utilities, or any other encumbrance.


 


"Mortgaged Property''
means all of Borrower's present and hereafter acquired right, title and interest in and to all of the following:


 


(a)          the
Land;


 


(b)          the
Improvements;


 


(c)          the
Personalty;


 


(d)          current
and future rights, including air rights, development rights, zoning rights and other similar rights or interests, easements, tenements,
rights-of-way, strips and gores of land, streets, alleys, roads, sewer rights, waters, watercourses, and appurtenances related
to or benefitting the Land or the Improvements, or both, and all rights-of-way, streets, alleys and roads which may have been or
may in the future be vacated;


 


(e)          insurance
policies relating to the Mortgaged Property (and any unearned premiums) and all proceeds paid or to be paid by any insurer of
the Land, the Improvements, the Personalty, or any other part of the Mortgaged Property, whether or not Borrower obtained the insurance
pursuant to Lender's requirements [provided, however, for any insurance policies not required by Lender, only to the extent
obtained by Borrower;;


 




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(f)          awards,
payments and other compensation made or to be made by any municipal, state or federal authority with respect to the Land, the Improvements,
the Personalty, or any other part of the Mortgaged Property, including any awards or settlements resulting from (1) Condemnation
Actions, (2) any damage to the Mortgaged Property caused by governmental action that does not result in a Condemnation Action,
or (3) the total or partial taking of the Land, the Improvements, the Personalty, or any other part of the Mortgaged Property under
the power of eminent domain or otherwise and including any conveyance in lieu thereof;


 


(g)          contracts,
options and other agreements for the sale of the Land, the Improvements, the Personalty, or any other part of the Mortgaged Property
entered into by Borrower now or in the future, including cash or securities deposited to secure performance by parties of their
obligations;


 


(h)          Leases
and Lease guaranties, letters of credit and any other supporting obligation for any of the Leases given in connection with any
of the Leases, and all Rents;


 


(i)          earnings,
royalties, accounts receivable, issues and profits from the Land, the Improvements or any other part of the Mortgaged Property,
and all undisbursed proceeds of the Mortgage Loan and, if Borrower is a cooperative housing corporation, maintenance charges or
assessments payable by shareholders or residents; .


 


(j)          Imposition
Deposits;


 


(k)          refunds
or rebates of Impositions by any municipal, state or federal authority or insurance company (other than refunds applicable to periods
before the real property tax year in which this Security Instrument is dated);


 


(1)         tenant
security deposits, subject to the rights of tenants and to the extent permitted by applicable law;


 


(m)          all
names under or by which any of the above Mortgaged Property may be operated or known, and all trademarks, trade names, and goodwill
relating to any of the Mortgaged Property, provided however, that the name ''Bell,'' "Bell Partners," and/or associated
trademark rights (collectively the ''Bell Brand Rights") are not assigned to Lender, subject to the following: Borrower
agrees that if any signage or other materials bearing the Bell Brand Rights exist on the Mortgaged Property on the date Lender
acquires the Mortgaged Property by foreclosure or deed-in-lieu of foreclosure then Lender shall have an irrevocable license, coupled
with an interest and for which consideration has been paid and received, to use the signage and materials bearing the Bell Brand
Rights then existing on the Mortgaged Property in connection with operating the Mortgaged Property for a period not to exceed one
hundred twenty (120) days after the date Lender acquires the Mortgaged Property by foreclosure or deed-in-lieu of foreclosure;


 


(n)          Collateral
Accounts and all Collateral Account Funds;


 




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(o)          products,
and all cash and non-cash proceeds from the conversion, voluntary or involuntary, of any of the above into cash or liquidated claims,
and the right to collect such proceeds; and


 


(p)          all
of Borrower' s right, title and interest in the oil, gas, minerals, mineral interests, royalties, overriding royalties, production
payments, net profit interests and other interests and estates in, under and on the Mortgaged Property and other oil, gas and mineral
interests with which any of the foregoing interests or estates are pooled or unitized.


 


"Permitted Encumbrance"
means only the easements, encumbrances or restrictions listed in a schedule of exceptions to coverage in the Title Policy and Taxes
for the current tax year that are not yet due and payable.


 


"Personalty''
means all Goods, accounts, choses of action, chattel paper, documents, general intangibles (including Software), payment intangibles,
instruments, investment property, letter of credit rights, supporting obligations, computer information, source codes, object codes,
records and data, all telephone numbers or listings, claims (including claims for indemnity or breach of warranty), deposit accounts
and other property or assets of any kind or nature related to the Land or the improvements now or in the future, including operating
agreements, surveys, plans and specifications and contracts for architectural, engineering and construction services relating to
the Land or the Improvements, and all other intangible property and rights relating to the operation of, or used in connection
with, the Land or the Improvements, including all governmental permits relating to any activities on the Land.


 


"Prepayment Premium"
has the meaning set forth in the Loan Agreement.


 


"Property Jurisdiction"
means the jurisdiction in which the Land is located.


 


"Rents"
means all rents (whether from residential or non-residential space), revenues and other income from the Land or the Improvements,
including subsidy payments received from any sources, including payments under any ''Housing Assistance Payments Contract"
or other rental subsidy agreement (if any), parking fees, laundry and vending machine income and fees and charges for food, health
care and other services provided at the Mortgaged Property, whether now due, past due, or to become due, and tenant security deposits.


 


"Software"
means a computer program and any supporting information provided in connection with a transaction relating to the program. The
term does not include any computer program that is included in the definition of Goods.


 


"Taxes"
means all taxes, assessments, vault rentals and other charges, if any, general, special or otherwise, including assessments for
schools, public betterments and general or local improvements, which are levied, assessed or imposed by any public authority or
quasi-public authority, and which, if not paid, may become a lien, on the Land or the Improvements or any taxes upon any Loan Document.


 


"Title Policy"
has the meaning set forth in the Loan Agreement.


 


"UCC"
means the Uniform Commercial Code in effect in the Property Jurisdiction, as amended from time to time.


 




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"UCC Collateral" means any
or all of that portion of the Mortgaged Property, whether acquired now or in the future, in which a security interest may be granted
under the UCC.


 


		2.	Security Agreement; Fixture
Filing.



 


(a)          To
secure to Lender, the repayment of the Indebtedness, and all renewals, extensions and modifications thereof, and the performance
of the covenants and agreements of Borrower contained in the Loan Documents, Borrower hereby pledges, assigns, and grants to Lender
a continuing security interest in the UCC Collateral. This Security Instrument constitutes a security agreement and a financing
statement under the UCC. This Security Instrument also constitutes a financing statement pursuant to the terms of the UCC with
respect to any part of the Mortgaged Property that is or may become a Fixture under applicable law, and will be recorded as a “fixture
filing” in accordance with the UCC. Borrower hereby authorizes Lender to file financing statements, continuation statements
and financing statement amendments in such form as Lender may require to perfect or continue the perfection of this security interest
without the signature of Borrower. From and after the occurrence of an Event of Default, Lender shall have the remedies of a secured
party under the UCC, in addition to all remedies provided by this Security Instrument existing under applicable law. Lender may
exercise any or all of its remedies against the UCC Collateral separately or together, and in any order, without in any way affecting
the availability or validity of Lender's other remedies. For purposes of the UCC, the debtor is Borrower and the secured party
is Lender. The name and address of the debtor and secured party are set forth after Borrower's signature below which are the addresses
from which information on the security interest may be obtained.


 


(b)          Borrower
represents and warrants that: (1) Borrower maintains its chief executive office at the location set forth after Borrower's signature
below, and Borrower will notify Lender in writing of any change in its chief executive office within five (5) days of such change;
(2) Borrower is the record owner of the Mortgaged Property; (3) Borrower's state of incorporation, organization, or formation,
if applicable, is as set forth on Page 1 of this Security Instrument; (4) Borrower's exact legal name is as set forth on Page 1
of this Security Instrument; (5) Borrower's organizational identification number, if applicable, is as set forth after Borrower's
signature below; (6) Borrower is the owner of the UCC Collateral subject to no liens, charges or encumbrances other than the lien
hereof; (7) the UCC Collateral will not be removed from the Mortgaged Property without the consent of Lender; and (8) no financing
statement covering any of the UCC Collateral or any proceeds thereof is on file in any public office except pursuant hereto.


 


(c)          All
property of every kind acquired by Borrower after the date of this Security Instrument which by the terms of this Security Instrument
shall be subject to the lien and the security interest created hereby, shall immediately upon the acquisition thereof by Borrower
and without further conveyance or assignment become subject to the lien and security interest created by this Security Instrument.
Nevertheless, Borrower shall execute, acknowledge, deliver and record or file, as appropriate, rut and every such further deeds
of trust, mortgages, deeds to secure debt, security agreements, financing statements, assignments and assurances as Lender shall
require for accomplishing the purposes of this Security Instrument and to comply with the rerecording requirements of the UCC.


 




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		3.	Assignment of Leases
and Rents; Appointment of Receiver; Lender in Possession.



 


(a)          As
part of the consideration for the Indebtedness, Borrower absolutely and unconditionally assigns and transfers to Lender all Leases
and Rents. It is the intention of Borrower to establish present, absolute and irrevocable transfers and assignments to Lender of
all Leases and Rents and to authorize and empower Lender to collect and receive all Rents without the necessity of further action
on the part of Borrower. Borrower and Lender intend the assignments of Leases and Rents to be effective immediately and to constitute
absolute present assignments, and not assignments for additional security only. Only for purposes of giving effect to these absolute
assignments of Leases and Rents, and for no other purpose, the Leases and Rents shall not be deemed to be a part of the Mortgaged
Property. However, if these present, absolute and unconditional assignments of Leases and Rents are not enforceable by their terms
under the laws of the Property Jurisdiction, then each of the Leases and Rents shall be included as part of the Mortgaged Property,
and it is the intention of Borrower, in such circumstance, that this Security Instrument create and perfect a lien on each of the
Leases and Rents in favor of Lender, which liens shall be effective as of the date of this Security Instrument.


 


(b)          Until
the occurrence of an Event of Default, but subject to the limitations set forth in the Loan Documents, Borrower shall have a revocable
license to exercise all rights, power and authority granted to Borrower under the Leases (including the right, power and authority
to modify the terms of any Lease or extend or terminate any Lease subject to the limitations set forth in the Loan Documents),
and to collect and receive all Rents, to hold all Rents in trust for the benefit of Lender, and to apply all Rents to pay the Monthly
Debt Service Payments and the other amounts then due and payable under the other Loan Documents, including Imposition Deposits,
and to pay the current costs and expenses of managing, operating and maintaining the Mortgaged Property, including utilities and
Impositions (to the extent not included in Imposition Deposits), tenant improvements and other capital expenditures. So long as
no Event of Default bas occurred and is continuing, the Rents remaining after application pursuant to the preceding sentence may
be retained by Borrower free and clear of, and released from, Lender's rights with respect to Rents under this Security Instrument


 


(c)          During
the continuance of an Event of Default without the necessity of Lender entering upon and taking and maintaining control of the
Mortgaged Property directly, by a receiver, or by any other manner or proceeding permitted by the laws of the Property Jurisdiction,
the revocable license granted to Borrower pursuant to Section 3(b) shall automatically terminate, and Lender shall immediately
have all rights, powers and authority granted to Borrower under any Lease (including the right, power and authority to modify the
terms of any such Lease, or extend or terminate any such Lease) and, without notice, Lender shall be entitled to all Rents as they
become due and payable, including Rents then due and unpaid. During the continuance of an Event of Default, Borrower authorizes
Lender to collect, sue for and compromise Rents and directs each tenant of the Mortgaged Property to pay all Rents to, or as directed
by, Lender, and Borrower shall, upon Borrower's receipt of any Rents from any sources, pay the total amount of such receipts to
Lender. Although the foregoing rights of Lender are self-effecting, at any time during the continuance of an Event of Default.)
Lender may make demand for all Rents, and Lender may give, and Borrower hereby irrevocably authorizes Lender to give, notice to
all tenants of the Mortgaged Property instructing them to pay all Rents to Lender. No tenant shall be obligated to inquire further
as to the occurrence or continuance of an Event of Default, and no tenant shall be obligated to pay to Borrower any amounts that
are actually paid to Lender in response to such a notice. Any such notice by
Lender shall be delivered to each tenant personally, by mail or by delivering such demand to each rental unit.


 




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(d)          During
the continuance of an Event of Default, Lender may, regardless of the adequacy of Lender's security or the solvency of Borrower,
and even in the absence of waste, enter upon, take and maintain full control of the Mortgaged Property, and may thereafter exclude
Borrower and its agents and employees therefrom, in order to perform all acts that Lender, in its discretion, determines to be
necessary or desirable for the operation and maintenance of the Mortgaged Property, including the execution, cancellation or modification
of Leases, the collection of all Rents (including through use of a lockbox, at Lender's election), the making of repairs to the
Mortgaged Property and the execution or termination of contracts providing for the management, operation or maintenance of the
Mortgaged Property, for the purposes of enforcing this assignment of Rents, protecting the Mortgaged Property or the security of
this Security Instrument and the Mortgage Loan, or for such other purposes as Lender in its discretion may deem necessary or desirable.


 


(e)          Notwithstanding
any other right provided Lender under this Security Instrument or any other Loan Document, if an Event of Default has occurred,
and regardless of the adequacy of Lender's security or Borrower's solvency, and without the necessity of giving prior notice (oral
or written) to Borrower, Lender may apply to any court having jurisdiction for the appointment of a receiver for the Mortgaged
Property to take any or all of the actions set forth in Section 3. If Lender elects to seek the appointment of a receiver for the
Mortgaged Property at any time after an Event of Default has occurred and is continuing, Borrower, by its execution of this Security
Instrument, expressly consents to the appointment of such receiver, including the appointment of a receiver ex parte, if permitted
by applicable law. Borrower consents to shortened time consideration of a motion to appoint a receiver. Lender or the receiver,
as applicable, shall be entitled to receive a reasonable fee for managing the Mortgaged Property and such fee shall become an additional
part of the Indebtedness. Immediately upon appointment of a receiver or Lender's entry upon and taking possession and control of
the Mortgaged Property, possession of the Mortgaged Property and all documents, records (including records on electronic or magnetic
media), accounts, surveys, plans, and specifications relating to the Mortgaged Property, and all security deposits and prepaid
Rents, shall be surrendered to Lender or the receiver, as applicable. If Lender takes possession and control of the Mortgaged Property,
Lender may exclude Borrower and its representatives from the Mortgaged Property.


 


(f)          The
acceptance by Lender of the assignments of the Leases and Rents pursuant to this Section 3 shall not at any time or in any event
obligate Lender to take any action under any Loan Document or to expend any money or to incur any expense. Lender shall not be
liable in any way for any injury or damage to person or property sustained by any Person in, on or about the Mortgaged Property.
Prior to Lender's actual entry upon and taking possession and control of the Land and Improvements, Lender shall not be:


 


(1)         obligated
to perform any of the terms, covenants and conditions contained in any Lease (or otherwise have any obligation with respect to
any Lease);


 


(2)         obligated
to appear in or defend any action or proceeding relating to any Lease or the Mortgaged Property; or


 




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(3)         responsible
for the operation, control, care, management or repair of the Mortgaged Property or any portion of the Mortgaged Property.


 


The execution of this Security
Instrument shall constitute conclusive evidence that all responsibility for the operation, control, care, management and repair
of the Mortgaged Property is and shall be that of Borrower, prior to such actual entry and taking possession and control by Lender
of the Land and Improvements.


 


(g)          Lender
shall be liable to account only to Borrower and only for Rents actually received by Lender. Lender shall not be liable to Borrower,
anyone claiming under or through Borrower or anyone having an interest in the Mortgaged Property by reason of any act or omission
of Lender under this Section 3, and Borrower hereby releases and discharges Lender from any such liability to the fullest extent
permitted by law. If the Rents are not sufficient to meet the costs of taking control of and managing the Mortgaged Property and
collecting the Rents, any funds expended by Lender for such purposes shall be added to, and become a part of, the principal balance
of the Indebtedness, be immediately due and payable, and bear interest at the Default Rate from the date of disbursement until
fully paid. Any entering upon and taking control of the Mortgaged Property by Lender or the receiver, and any application of Rents
as provided in this Security Instrument, shall not cure or waive any Event of Default or invalidate any other right or remedy of
Lender under applicable law or provided for in this Security Instrument or any Loan Document.


 


		4.	Protection of Lender's Security.



 


If
Borrower fails to perform any of its obligations under this Security Instrument or any other Loan Document, or any action or proceeding
is commenced that purports to affect the Mortgaged Property, Lender's security, rights or interests under this Security Instrument
or any Loan Document (including eminent domain, insolvency, code enforcement, civil or criminal forfeiture, enforcement of Environmental
Laws, fraudulent conveyance or reorganizations or proceedings involving a debtor or decedent), Lender may, at its option, make
such appearances, disburse or pay such sums and take such actions, whether before or after an Event of Default or whether directly
or to any receiver for the Mortgaged Property, as Lender reasonably deems necessary to perform such obligations of Borrower and
to protect the Mortgaged Property or Lender's security, rights or interests in the Mortgaged Property or the Mortgage Loan, including:


 


(a)          paying
fees and out-of-pocket expenses of attorneys, accountants, inspectors and consultants;


 


(b)          entering
upon the Mortgaged Property to make repairs or secure the Mortgaged Property;


 


(c)          obtaining
(or force-placing) the insurance required by the Loan Documents; and


 


(d)          paying
any amounts required under any of the Loan Documents that Borrower has failed to pay.


 


Any amounts so disbursed
or paid by Lender shall be added to, and become part of, the principal balance of the Indebtedness, be immediately due and payable
and bear interest at the Default Rate from the date of disbursement
until fully paid. The provisions of this Section 4 shall not be deemed to obligate or require Lender to incur any expense or take
any action.


 




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		5.	No Other Indebtedness and Mezzanine Financing.



 


Other
than the Mortgage Loan, Borrower shall not incur or be obligated at any time with respect to any loan or other indebtedness in
connection with or secured by the Mortgaged Property. Neither Borrower nor any owner of Borrower shall (a) incur any ''mezzanine
debt," that is secured by a pledge of the ownership interests in Borrower or by a pledge of the cash flows of Borrower to
the extent the Transfer of the underlying ownership interests is otherwise prohibited by the Loan Agreement; (b) issue any preferred
equity; or (c) incur any similar Indebtedness or equity with respect to the Mortgaged Property or ownership interest in Borrower
or any owner of Key Principal or Guarantor.


 


		6.	Default; Acceleration;
Remedies.



 


(a)          If
an Event of Default has occurred and is continuing, Lender, at its option, may declare the Indebtedness to be immediately due and
payable without further demand, and may either with or without entry or taking possession as herein provided or otherwise, proceed
by suit or suits at law or in equity or any other appropriate proceeding or remedy (1) to enforce payment of the Mortgage Loan;
(2) to foreclose this Security Instrument judicially or non-judicially by the STATUTORY POWER OF SALE granted herein; (3) to enforce
or exercise any right under any Loan Document; and (4) to pursue any one (1) or more other remedies provided in this Security Instrument
or in any other Loan Document or otherwise afforded by applicable law. Each right and remedy provided in this Security Instrument
or any other Loan Document is distinct from all other rights or remedies under this Security Instrument or any other Loan Document
or otherwise afforded by applicable law, and each shall be cumulative and may be exercised concurrently, independently, or successively,
in any order. Borrower has the right to bring an action to assert the nonexistence of an Event of Default or any other defense
of Borrower to acceleration and sale.


 


(b)          Borrower
acknowledges that the power of sale granted in this Security Instrument may be exercised or directed by Lender without prior judicial
hearing. In the event Lender invokes the power of sale:


 


(1)         Lender
shall send to Borrower and any other Persons required to receive such notice, written notice of Lender's election to cause the
Mortgaged Property to be sold. Borrower hereby authorizes and empowers Trustee to take possession of the Mortgaged Property, or
any part thereof: and hereby grants to Trustee a power of sale and authorizes and empowers Trustee to sell (or, in the case of
the default of any purchaser, to resell) the Mortgaged Property or any part thereof, in compliance with applicable law, including
compliance with any and all notice and timing requirements for such sale;


 


(2)         Trustee
without demand on Borrower shall sell the Mortgaged Property at the time and place and wider the terms designated in the
notice of sale at public auction to the highest bidder. Trustee shall have the authority to determine the terms of the sale.
In connection with any such sale, the whole of the Mortgaged Property may be sold in one (l) parcel as an entirety or in
separate lots or parcels at the same or different times. Lender shall have the right to become the purchaser at any such
sale. Trustee shall be entitled to receive fees and expenses from such sale not to exceed the amount permitted by
applicable law;


 




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(3)         within
a reasonable time after the sale, Trustee shall deliver to the purchaser of the Mortgaged Property a deed or such other appropriate
conveyance document conveying the Mortgaged Property so sold without any express or implied covenant or warranty. The recitals
in such deed or document shall be prima facie evidence of the truth of the statements made in those recitals; and


 


(4)         the
outstanding principal amount of the Mortgage Loan and the other Indebtedness, if not previously due, shall be and become immediately
due and payable without demand or notice of any kind. If the Mortgaged Property is sold for an amount less than the amount outstanding
under the Indebtedness, the deficiency shall be determined by the purchase price at the sale or sales. Borrower waives all rights,
claims, and defenses with respect to Lender's ability to obtain a deficiency judgment.


 


(c)          Trustee
shall apply the proceeds of any sale in the following order:


 


(1)        
to all costs and expenses of the sale, including Trustee's fees not to exceed five percent (5%) of the gross sale price, attorneys'
fees and costs of title evidence;


 


(2)         to
the Indebtedness in such order as Lender, in Lender's discretion, directs; and


 


(3)         the
excess, if any, to the person or persons legally entitled to the excess.


 


(d)          In
connection with the exercise of Lender's rights and remedies under this Security Instrument and any other Loan Document,
there shall be allowed and included as Indebtedness: (1) all expenditures and expenses authorized by applicable law and all
other expenditures and expenses which may be paid or in incurred by or on behalf of Lender for reasonable legal fees,
appraisal fees, outlays for documentary and expert evidence, stenographic charges and publication costs; (2) all expenses of
any environmental site assessments, environmental audits, environmental remediation costs, appraisals, surveys, engineering
studies, wetlands delineations, flood plain studies, and any other similar testing or investigation deemed necessary or
advisable by Lender incurred in preparation for, contemplation of or in connection with the exercise of Lender's rights and
remedies under the Loan Documents; and (3) costs (which may be reasonably estimated as to items to be expended in connection
with the exercise of Lender's rights and remedies under the Loan Documents) of procuring all abstracts of title, title
searches and examinations, title insurance policies, and similar data and assurance with respect to title as Lender may deem
reasonably necessary either to prosecute any suit or to evidence the true conditions of the title to or the value of the
Mortgaged Property to bidders at any sale which may be held in connection with the exercise of Lender's rights and remedies
under the Loan Documents. All expenditures and expenses of the nature mentioned in this Section 6, and such other expenses
and fees as may be incurred in the protection of the Mortgaged Property and rents and income therefrom and the maintenance of
the lien of this Security Instrument, including the fees of any attorney employed by Lender in any litigation or proceedings
affecting this Security Instrument, the Note, the other Loan Documents, or the Mortgaged Property, including bankruptcy
proceedings, any Foreclosure Event, or in preparation of the commencement or defense of any proceedings or threatened suit or
proceeding, or otherwise in dealing specifically therewith, shall be so much additional Indebtedness and shall be
immediately due and payable by Borrower, with interest thereon at the Default Rate until paid.






 




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(e)          Any
action taken by Trustee or Lender pursuant to the provisions of this Section 6 shall comply with the laws of the Property Jurisdiction.
Such applicable laws shall take precedence over the provisions of this Section 6, but shall not invalidate or render unenforceable
any other provision of any Loan Document that can be construed in a manner consistent with any applicable law. If any provision
of this Security Instrument shall grant to Lender (including Lender acting as a mortgagee-in-possession), Trustee or a receiver
appointed pursuant to the provisions of this Security Instruments any powers, rights or remedies prior to, upon, during the continuance
of or following an Event of Default that are more limited than the powers, rights, or remedies that would otherwise be vested in
such party under any applicable law in the absence of said provision, such party shall be vested with the powers, rights, and remedies
granted in such applicable law to the full extent permitted by law.


 


		7.	Waiver of Statute of
Limitations and Marshaling.



 


Borrower
hereby waives the right to assert any statute of limitations as a bar to the enforcement of the lien of this Security Instrument
or to any action brought to enforce any Loan Document. Notwithstanding the existence of any other security interests in the Mortgaged
Property held by Lender or by any other party, Lender shall have the right to determine the order in which any or all of the Mortgaged
Property shall be subjected to the remedies provided in this Security Instrument and/or any other Loan Document or by applicable
law. Lender shall have the right to determine the order in which any or all portions of the Indebtedness are satisfied from the
proceeds realized upon the exercise of such remedies. Borrower, for itself and all who may claim by, through, or under it, and
any party who now or in the future acquires a security interest in the Mortgaged Property and who has actual or constructive notice
of this Security Instrument waives any and all right to require the marshaling of assets or to require that any of the Mortgaged
Property be sold in the inverse order of alienation or that any of the Mortgaged Property be sold in parcels (at the same time
or different times) in connection with the exercise of any of the remedies provided in this Security Instrument or any other Loan
Document, or afforded by applicable law.


 


		8.	Waiver of Redemption;
Rights of Tenants.



 


(a)          Borrower
hereby covenants and agrees that it will not at any time apply for, insist upon, plead, avail itself, or in any manner claim or
take any advantage of, any appraisement, stay, exemption or extension law or any so-called ''Moratorium Law" now or at any
time hereafter enacted or in force in order to prevent or hinder the enforcement or foreclosure of this Security Instrument. Without
limiting the foregoing:


 


(1)         Borrower
for itself and all Persons who may claim by, through, or under Borrower, hereby expressly waives any so-called "Moratorium
Law"' and any and all rights of reinstatement and redemption, if any, under any order or decree of foreclosure of this Security
Instrument, it being the intent hereof that any and all such ''Moratorium Laws,'' and all rights of reinstatement and redemption,
including equity of redemption, of Borrower and of all other Persons claiming by, through, or under Borrower are and shall be deemed
to be hereby waived to the fullest extent permitted by applicable law, including the right of redemption granted by T.C.A. Section
66-8-101;


 




    	13



    	 



    

 


 


(2)         Borrower
shall not invoke or utilize any such law or laws or otherwise hinder, delay or impede the execution of any right, power remedy
herein or otherwise granted or delegated to Lender but will suffer and permit the execution of every such right, power and remedy
as though no such law or laws had been made or enacted; and


 


(3)
if Borrower is a trust, Borrower represents that the provisions of this Section 8 (including the waiver of reinstatement and redemption
rights) were made at the express direction of Borrower's beneficiaries and the persons having the power of direction over Borrower,
and are made on behalf of the trust estate of Borrower and all beneficiaries of Borrower, as well as all other persons mentioned
above.


 


(b)          Lender
shall have the right to foreclose subject to the rights of any tenant or tenants of the Mortgaged Property having an interest in
the Mortgaged Property prior to that of Lender. The failure to join any such tenant or tenants of the Mortgaged Property as party
defendant or defendants in any such civil action or the failure of any decree of foreclosure and sale to foreclose their rights
shall not be asserted by Borrower as a defense_ in any civil action instituted to collect the Indebtedness, or any part thereof
or any deficiency remaining unpaid after foreclosure and sale of the Mortgaged Property, any statute or rule of law at any time
existing to the contrary notwithstanding.


 


		9.	Notice.



 


(a)          All
notices under this Security Instrument shall be:


 


(l)        
in writing, and shall be (A) delivered, in person, (B) mailed, postage prepaid, either by registered or certified delivery, return
receipt requested, or (C) sent by overnight express courier;


 


(2)
       addressed to the intended recipient at its respective address set forth at the end of this Security Instrument; and


 


(3)         deemed
given on the earlier to occur of:


 


(A)         the
date when the notice is received by the addressee; or


 


(B)         if
the recipient refuses or rejects delivery, the date on which the notice is so refused or rejected, as conclusively established
by the records of the United States Postal Service or such express courier service.


 


(b)          Any
party to this Security Instrument may change the address to which notices intended for it are to be directed by means of notice
given to the other party in accordance with this Section 9.


 


(c)          Any
required notice under this Security Instrument which does not specify how notices are to be given shall be given in accordance
with this Section 9.


 




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		10.	Mortgagee-in-Possession.



 


Borrower
acknowledges and agrees that the exercise by Lender of any of the rights conferred in this Security Instrument shall not be
construed to make Lender a mortgagee-in- possession of the Mortgaged Property so long as Lender has not itself entered into
actual possession of the Land and Improvements.


 


		11.	Release.



 


Upon
payment in full of the Indebtedness, Lender shall cause the release of this Security Instrument and Borrower shall pay Lender's
costs incurred in connection with such release.


 


		12.	Substitute Trustee.



 


Lender,
at Lender's option, may from time to time remove Trustee and appoint a successor trustee to any Trustee appointed hereunder by
an instrument recorded in the county in which this Security Instrument is recorded. Without conveyance of the Mortgaged Property,
the successor trustee shall succeed to all the title, power and duties conferred upon the Trustee in this Security Instrument and
by applicable Jaw.


 


		13.	Tennessee State Specific
Provisions.



 


(a)          Lender
has not consented and will not consent to any contract or to any work or to the furnishing of any materials which might be deemed
to create a lien or liens superior to the lien of this Security Instrument, either under Section 66-11-108 of Tennessee Code Annotated,
or otherwise.


 


(b)          Borrower
waives the necessity of Trustee appointed hereunder, or any successor in trust, making oath or giving bond.


 


		14.	Governing Law; Consent
to Jurisdiction and Venue.



 


This
Security Instrument shall be governed by the laws of the Property Jurisdiction without giving effect to any choice of law provisions
thereof that would result in the application of the laws of another jurisdiction. Borrower agrees that any controversy arising
under or in relation to this Security Instrument shall be litigated exclusively in the Property Jurisdiction. The state and federal
courts and authorities with jurisdiction in the Property Jurisdiction shall have exclusive jurisdiction over all controversies
that arise under or in relation to any security for the Indebtedness. 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.


 


		15.	Miscellaneous Provisions.



 


(a)          This
Security Instrument shall bind, and the rights granted by this Security Instrument shall benefit, the successors and assigns
of Lender. This Security Instrument shall bind, and the obligations granted by this Security Instrument shall inure to, any
permitted successors and assigns of Borrower under the Loan Agreement. If more than one (1) person or entity signs this
Security Instrument as Borrower, the obligations of such persons and entities shall be joint and several. The
relationship between Lender and Borrower shall be solely that of creditor and debtor, respectively, and nothing contained in
this Security Instrument shall create any other relationship between Lender and Borrower. No creditor of any party to this
Security Instrument and no other person shall be a third party beneficiary of this Security Instrument or any other Loan
Document.






 




    	15



    	 



    




 


(b)          The
invalidity or unenforceability of any provision of this Security Instrument or any other Loan Document shall not affect the validity
or enforceability of any other provision of this Security Instrument or of any other Loan Document, all of which shall remain in
full force and effect. This Security Instrument contains the complete and entire agreement among the parties as to the matters
covered, rights granted and the obligations assumed in this Security Instrument. This Security Instrument may not be amended or
modified except by written agreement signed by the parties hereto.


 


(c)          The
following rules of construction shall apply to this Security Instrument:


 


(1)         The
captions and headings of the sections of this Security Instrument are for convenience only and shall be disregarded in construing
this Security Instrument.


 


(2)         Any
reference in this Security Instrument to an “Exhibit” or "Schedule" or a "Section'' or an "Article"
shall, unless otherwise explicitly provided, be construed as referring, respectively, to an exhibit or schedule attached to this
Security Instrument or to a Section or Article of this Security Instrument.


 


(3)         Any
reference in this Security Instrument to a statute or regulation shall be construed as referring to that statute or regulation
as amended from time to time.


 


(4)         Use
of the singular in this Security Instrument includes the plural and use of the plural includes the singular.


 


(5)         As
used in this Security Instrument, the term ''including" means "including, but not limited to" or ''including, without
limitation," and is for example only, and not a limitation.


 


(6)         Whenever
Borrower's knowledge is implicated in this Security Instrument or the phrase "to Borrower's knowledge" or a similar phrase
is used in this Security Instrument, Borrower's knowledge or such phrase(s) shall be interpreted to mean to the best of Borrower's
knowledge after reasonable and diligent inquiry and investigation.


 


(7)         Unless
otherwise provided in this Security Instrument, if Lender's approval is required for any matter hereunder, such approval may be
granted or withheld in Lender's sole and absolute discretion.


 


(8)         Unless
otherwise provided in this Security Instrument, if Lender's designation, determination, selection, estimate, action or decision
is required, permitted or contemplated hereunder, such designation, determination, selection, estimate, action or decision shall
be made in Lender's sole and absolute discretion.


 




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(9)         All
references in this Security Instrument to a separate instrument or agreement shall include such instrument or agreement as the
same may be amended or supplemented from time to time pursuant to the applicable provisions thereof.


 


(10)        “Lender
may” shall mean at Lender's discretion, but shall not be an obligation.


 


		16.	Time is of the Essence.



 


Borrower agrees that, with
respect to each and every obligation and covenant contained in this Security Instrument and the other Loan Documents, time is of
the essence.


 


		17.	WAIVER OF TRIAL BY JURY.



 


TO
THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH OF BORROWER AND LENDER (BY ITS ACCEPTANCE HEREOF) (A) COVENANTS AND AGREES
NOT TO ELECT A TRIAL BY JURY WITH RESPECT TO ANY ISSUE ARISING OUT OF THIS SECURITY INSTRUMENT OR THE RELATIONSHIP BETWEEN THE
PARTIES AS BORROWER AND LENDER 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 OF BORROWER AND LENDER, KNOWINGLY AND VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL.


 


ATTACHED
EXHIBITS. The following Exhibits are attached to this Security Instrument and incorporated fully herein by reference:





x     Exhibit
A             Description of the Land (required)


 ̈      Exlnbit
B             Modifications
to Security Instrument


 


IN
WITNESS WHEREOF, Borrower has signed and delivered this Security Instrument under seal (where applicable) or bas caused this
Security Instrument to be signed and delivered by its duly authorized representative under seal (where applicable). Where applicable
law so provides, Borrower intends that this Security Instrument shall be deemed to be signed and delivered as a sealed instrument.


 


[Remainder of Page Intentionally
Blank]


 




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	 	BORROWER:
	 	 
	 	BELL BR WATERFORD CROSSING JV, LLC,
	 	a Delaware limited liability company
	 	 
	 	By: 	Bell Partners Inc., a North Carolina corporation.
	 	 	its Co-Manager
	 	 	 
	 	 	By:	/s/
    Steven D. Bell
	 	 	 	Name: Steven D. Bell
	 	 	 	Title:    CEO


 


STATE OF NC                         ,
Guilford        County ss:


 


On
this 2 day of April         , 2012, before me personally appeared Steven
D. Bell          ,
CEO of Bell Partners Inc., a North Carolina corporation, Co-Manager of Bell BR Waterford
Crossing JV, LLC, a Delaware limited liability company, to me known to be the person who executed the foregoing instrument on
behalf of said limited
liability company, and acknowledged the execution of the same to be the free act and
deed of said limited liability company. Witness my hand and official seal.


 


My Commission Expires: 08/23/2016


 


	 	/s/ Diane Z. Huffman
	 	Notary Public


 


[NOTARIAL SEAL]


 




    	18



    	 



    

  


The name, chief executive office and organizational
identification number of Borrower (as Debtor under any applicable Uniform Commercial Code) are:


 


		§	Debtor Name/Record Owner: Bell BR Waterford Crossing JV, LLC



		§	Debtor Chief Executive Office Address:



c/o Bell Partners Inc., 300 North
Green Street, Suite 1000, Greensboro, NC 27401


		§	Debtor Organizational ID Number: 5114425



 


The name and chief executive office of Lender
(as Secured Party) are:


 


		§	Secured Party Name: CWCapital LLC



		§	Secured Party Chief Executive Office Address:



One Charles River Place, 63 Kendrick
Street, Needham, Massachusetts 02494


 


The name and chief executive office of Trustee
are:


 


		§	Trustee Name: R. Kirkland Moser



		§	Trustee Office Address:



201 Fourth Avenue, Nashville, Tennessee
37219


 




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EXHIBIT A


 


[DESCRIPTION OF THE LAND]


 


The land referred to is
located in the County of Sumner, State of Tennessee, described as follows:


 


Being a tract of land lying
in the 5th District of Sumner County, Hendersonville, Tennessee. Bounded on the east by the western Right of Way (ROW) of Sanders
Ferry Road; bounded on the south by U.S.A. Anny Corps., by a portion of Resubdivision of Hickory Bay Towers and Central Baptist
Church Properties as recorded in Plat Book 19, Page 62, Register's Office of Sumner County (ROSC), being Central Baptist Church
of Hendersonville, as recorded in Book 520, Page 342, ROSC, and by Mack H. McClung as recorded in Book 2567, Page 239, ROSC; bounded
on the west by said McClung and by Mack Corp. as recorded in Book 3198, Page 797, ROSC; and bounded on the north by said Mack Corp.
Tract being described as follows:


 


POINT OF BEGINNING being
a set iron rod with cap lying on the southwest comer of the intersection said Sanders Ferry Road and Spadeleaf Boulevard (private
road); thence along said western ROW of Sanders Ferry Road with the following: South 30°39'53" East 212.82 feet to a set
iron rod with cap; thence South 30°37'38" East 217.82 feet to a set iron rod with cap; thence South 31°38'08"
East 161.98 feet to a set iron rod with cap; thence leaving said ROW and along the common line of said U.S.A. Army Corps South
72°07'49" West 208.00 feet to a found Army Corps. boundary marker; thence along the common line of said Central Baptist
Church with the following: North 85°29'14" West 698.24 feet to a found 1⁄2 ' iron rod; thence South 04°37'59"
West 147.00 feet to a set iron rod with cap; thence along the common line of said McClung with the following: North 85°28'30"
West 293.77 feet to a set iron rod with cap; thence North 04°30'46" East 95.19 feet to a set iron rod with cap; thence
North 85°29'14" West 162.59 feet to a set iron rod with cap; thence along a curve to the right having a length of 51.08
feet, a radius of 34.00 feet, a central angle of 86°04'44", a tangent of 31.75 feet, and having a chord bearing and distance
of North 42°26'59" West 46.41 feet to a set iron rod with cap; thence along a curve to the left having a length of 4.50
feet, a radius of 3.00 feet, a central angle of 85°56'52", a tangent of 2.80 feet, and having a chord bearing and distance
of North 42°26'59" West 4.09 feet to a set iron rod with cap; thence North 85°29'14" West 31.21feet to a set
iron rod with cap; thence along the common line of said McClung and Mack Corp. North 04°53'27" East 329.94 feet to a set
iron rod with cap; thence along the common line of said Mack Corp. with the following: South 86°11'16" East 317.86 feet
to set iron rod with cap; thence North 03°48'55" East 93.86 feet to a set iron rod with cap; thence South 86°12'40"
East 136.67 feet to a set iron rod with cap; thence along a curve to the left having a length of 592.86 feet, a radius of 676.00
feet, a central angle of 50°14'56", a tangent of 317.01 feet, and having a chord bearing and distance of North 83°20'48"
East 574.04 feet to a set iron rod with cap; thence North 58°22'23" East 65.78 to the point of beginning.


 


Tract contains 579,263
square feet or 13.29 acres.


 


Being the same property
conveyed to BELL BR WATERFORD CROSSING JV, LLC, A DELAWARE LIMITED LIABILTIY COMPANY, by deed of record in Book         ,page           , said Register's Office.


  




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Together with the beneficial
rights contained in the Easement Agreement of record in Record Book 3236, page 822, said Register's Office, as amended by that
Amendment to Easement Agreement of Record in Record Book            ,page                ,
said Register's Office.


 




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