Exhibit 10.90


 


PROMISSORY NOTE


 


	U.S. $27,500,000.00	As of May 14, 2014


 


FOR VALUE RECEIVED,
UCFP OWNER, LLC, a Delaware limited liability company, as Trustee under the BR/CDP Colonial Trust Agreement dated December 15,
2013 (“Maker”), having a mailing address of 880 Glenwood Ave SE, Suite H, Atlanta, Georgia 30316, hereby promises
to pay to the order of KEYBANK NATIONAL ASSOCIATION, a national banking association (“Payee”), having an address
at 66 South Pearl St., 5th Floor, MSC: NY-31-66-0567, Albany, NY  12207, the principal sum of Twenty-Seven Million Five Hundred
Thousand and No/100 Dollars ($27,500,000.00) or so much thereof as may be advanced from time to time, and interest from the date
hereof on the balance of principal from time to time outstanding, in United States currency, at the rates and at the times hereinafter
described.


 


This Note is issued
by Maker pursuant to that certain Construction Loan Agreement of even date herewith (as the same may be amended, supplemented or
otherwise modified from time to time, the “Loan Agreement”) entered into between Payee and Maker. This Note
evidences the principal amount of the Loan (as defined in the Loan Agreement). Payment of this Note is governed by the Loan Agreement,
the terms of which are incorporated herein by express reference as if fully set forth herein. Capitalized terms used and not otherwise
defined herein shall have the meanings given to them in the Loan Agreement.


 


1.           Interest.
The principal amount hereof outstanding from time to time shall bear interest until paid in full at the Applicable Rate.


 


2.           Monthly
Payments. Interest shall be payable in arrears on the tenth (10th) day of each calendar month after the date
hereof in accordance with Section 5.1 of the Loan Agreement. Commencing on June 10, 2017, and continuing on the tenth (10th)
day of each succeeding calendar month thereafter until such time as the Loan is repaid in full, in addition to the payment of all
interest payable pursuant to Section 5.1 of the Loan Agreement, Borrower shall make monthly payments of principal in accordance
with Section 4.5 of the Loan Agreement.


 


3.           Maturity
Date. The indebtedness evidenced hereby shall mature on the Maturity Date, as the same may be extended pursuant to the
terms of Section 4.3 of the Loan Agreement. On the Maturity Date, the entire outstanding principal balance hereof, together with
accrued and unpaid interest and all other sums evidenced by this Note, shall, if not sooner paid, become due and payable.


 


4.           General
Provisions.


 


(a)          Regardless
of whether an Applicable Rate would otherwise then be in effect, in the event (i) the principal balance hereof is not paid when
due whether by acceleration or upon the Maturity Date or (ii) an Event of Default exists, then the principal balance hereof
shall bear interest from and after such date at the Default Rate. In addition, for any installment (exclusive of the payment due
upon the Maturity Date) which is not paid on the due date thereof a late charge as set forth in the Loan Agreement.


 




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(b)          Maker
agrees that the obligation evidenced by this Note is an exempt transaction under the Truth-in-Lending Act, 15 U.S.C.
§ 1601, et seq.


 


(c)          Maker
and Payee hereto intend and believe that each provision in this Note comports with all applicable local, state and federal laws
and judicial decisions. However, if any provision or provisions, or if any portion of any provision or provisions, in this Note
is found by a court of law to be in violation of any applicable local, state or federal ordinance, statute, law, administrative
or judicial decision, or public policy, and if such court should declare such portion, provision or provisions of this Note to
be illegal, invalid, unlawful, void or unenforceable as written, then it is the intent of Maker and Payee hereto that such portion,
provision or provisions shall be given force to the fullest possible extent that they are legal, valid and enforceable, that the
remainder of this Note shall be construed as if such illegal, invalid, unlawful, void or unenforceable portion, provision or provisions
were not contained therein, and that the rights, obligations and interest of Maker and the holder or holders hereof under the remainder
of this Note shall continue in full force and effect. All agreements herein are expressly limited so that in no contingency or
event whatsoever, whether by reason of advancement of the proceeds hereof, acceleration of maturity of the unpaid principal balance
hereof, or otherwise, shall the amount paid or agreed to be paid to the holders hereof for the use, forbearance or detention of
the money to be advanced hereunder exceed the highest lawful rate permissible under applicable usury laws. If, from any circumstances
whatsoever, the fulfillment of any provision hereof, at the time performance of such provision shall be due, shall involve transcending
the limit of validity prescribed by law which a court of competent jurisdiction may deem applicable hereto, then, ipso facto,
the obligation to be fulfilled shall be reduced to the limit of such validity and if from any circumstance the holder hereof shall
ever receive as interest an amount which would exceed the highest lawful rate, such amount which would be excessive interest shall
be applied to the reduction of the unpaid principal balance due hereunder and not to the payment of interest, with any excess to
be returned to Maker.


 


(d)          This
Note and all provisions hereof shall be binding upon Maker and all persons claiming under or through Maker, and shall inure to
the benefit of Payee, together with its successors and assigns, including each owner and holder from time to time of this Note.


 


(e)          Time
is of the essence as to all dates set forth herein.


 


(f)     
     Maker agrees that its liability shall not be in any manner affected by any indulgence,
extension of time, renewal, waiver, or modification granted or consented to by Payee; and Maker consents to any indulgences
and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or
other provisions of this Note, and to any substitution, exchange or release of the collateral for the Loan, or any part
thereof, with or without substitution, and agrees to the addition or release of any makers, endorsers, guarantors, or
sureties, all whether primarily or secondarily liable, without notice to Maker and without affecting its liability
hereunder.


 




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(g)          Maker
hereby waives and renounces for itself, its successors and assigns, all rights to the benefits of any statute of limitations and
any moratorium, reinstatement, marshalling, forbearance, valuation, stay, extension, redemption, appraisement, or exemption and
homestead laws now provided, or which may hereafter be provided, by the laws of the United States and of any state thereof against
the enforcement and collection of the obligations evidenced by this Note.


 


(h)          If
this Note is placed in the hands of attorneys for collection or is collected through any legal proceedings, Maker promises and
agrees to pay, in addition to the principal, interest and other sums due and payable hereon, all costs of collecting or attempting
to collect this Note, including all reasonable and actual attorney’s fees at standard hourly rates and disbursements without
regard to any presumptive statutory attorney’s fees.


 


(i)          All
parties now or hereafter liable with respect to this Note, whether Maker, principal, surety, guarantor, endorsee or otherwise hereby
severally waive presentment for payment, demand, notice of nonpayment or dishonor, protest and notice of protest. No failure to
accelerate the indebtedness evidenced hereby, acceptance of a past due installment following the expiration of any cure period
provided by this Note, any Loan Document or applicable law, or indulgences granted from time to time shall be construed (i) as
a novation of this Note or as a reinstatement of the indebtedness evidenced hereby or as a waiver of such right of acceleration
or of the right of Payee thereafter to insist upon strict compliance with the terms of this Note, or (ii) to prevent the exercise
of such right of acceleration or any other right granted hereunder or by the laws of the State. Maker hereby expressly waives the
benefit of any statute or rule of law or equity now provided, or which may hereafter be provided, which would produce a result
contrary to or in conflict with the foregoing.


 


(j)          THIS
NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA AND ANY APPLICABLE LAWS OF THE UNITED
STATES OF AMERICA.


 


(k)         Section
21.14 of the Loan Agreement is incorporated herein by express reference as if fully set forth herein.


 


[Signature Appears
on Following Page]


 




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Maker has executed
and delivered this Note under seal as of the day and year first set forth above.


 


	 	MAKER:
	 	 
	 	UCFP OWNER, LLC, a Delaware limited liability company, as Trustee under the BR/CDP Colonial Trust Agreement dated December 15, 2013
	 	 
	 	By:	/s/ Robert Meyer
	 	Name:	Robert Meyer
	 	Title:	Vice President
	 	 	 
	 	 	[SEAL]


 




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