Exhibit 10.26


 


After recording, return to:


Bilzin Sumberg Baena


Price & Axelrod LLP


1450 Brickell Avenue, 23rd Floor


Miami, Florida 33131 3456


Attn: Post·Closing Department


 


(Space Above For Recorder's Use Only)


 


NOTE AND MORTGAGE 


ASSUMPTION AGREEMENT


(COMM 2014-CCRE14; Loan No. 301471033)


 


THIS
NOTE AND MORTGAGE ASSUMPTION AGREEMENT (“Agreement”) is executed 
April 3 ,
2014, effective as of April 3 , 2014, and is entered
into among U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE FOR THE BENEFIT OF THE HOLDERS OF COMM 2014-CCRE14 MORTGAGE TRUST COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES (“Lender”), having an address at 190 South LaSalle Street, 7th Floor,
Attn: CMBS Account Management, Chicago, Illinois 60603, Re: COMM 2014-CCRE14; Loan No 301471033; BR-NPT SPRINGING ENTITY, LLC,
a Delaware limited liability company (“Original Borrower”), having an address at c/o Bluerock Real Estate, L.L.C.,
712 Fifth Avenue, 9th Floor, New York, New York 10019 and BRG NORTH PARK TOWERS, LLC, a Delaware limited liability company
(“New Borrower”), having an address at c/o Bluerock Real Estate, L.L.C., 712 Fifth Avenue, 9th Floor, New York,
New York 10019. Original Borrower and New Borrower are hereinafter sometimes collectively referred to as “Borrower Parties”.


 


PRELIMINARY STATEMENT


 


A.           Original
Borrower is the current owner of fee title to that certain real property (“Land”) and the buildings and improvements
thereon (“Improvements”), commonly known as “North Park Towers” located in the City of Southfield,
County of Oakland, State of Michigan, more particularly described in Exhibit A attached hereto and made a part hereof (the
Land and the Improvements are hereinafter sometimes collectively referred to as the “Project”).


 




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B.           Lender
is the current owner and holder of a loan (“Loan”) in the original principal amount of $11,500,000.00, as evidenced
and/or secured by the documents described on Exhibit B attached hereto (together with any and all other agreements, documents,
instruments evidencing, securing or in any manner relating to the Loan, as all of the same may be amended,
restated, supplemented or otherwise modified from time to time, shall hereinafter be collectively
referred to as the “Loan Documents”). The Loan is secured in part by the Project, which Project is described
in and encumbered by the “Security Instrument” described on Exhibit B. New Borrower desires to purchase
the Project from Original Borrower and to assume Original Borrower's obligations under the Loan Documents as provided herein.


 


C.           A
sale of the Project to, and the assumption of the Loan by, a third party without the consent of the holder of the Security Instrument
is prohibited by the terms thereof.


 


D.           The
Lender has agreed to consent to the following requested actions (collectively the “Requested Actions”): (i)
Original Borrower selling the Project to New Borrower, and (ii) New Borrower assuming all of Original Borrower's obligations under
the Loan Documents, on the terms and conditions hereinafter set forth.


 


In
consideration of $10.00 paid by each of the parties to the other, the mutual covenants set forth below, and other good and valuable
consideration, receipt and sufficiency of which are acknowledged, the parties agree as follows:


 


ARTICLE 1


ACKNOWLEDGMENTS, WARRANTIES
AND REPRESENTATIONS


 


1.1.        Original
Borrower Representations. As a material inducement to Lender to enter into this Agreement and to consent to the Requested
Actions, Original Borrower acknowledges, warrants, represents and agrees to and with Lender as follows:


 


(a)            Incorporation
of Recitals. All of the facts set forth in the Preliminary Statement of this Agreement are true and correct and incorporated
into this Agreement by reference.


 


(b)           Authority
of Original Borrower.


 


(i)          Original
Borrower. Original Borrower is a duly organized, validly existing limited liability company in good standing under the laws
of the State of Delaware and is qualified to transact business in the State of Michigan. BR-North Park Towers, LLC (“Original
Borrower Manager”) is the Manager (and also a member) of Original Borrower. Original Borrower Manager, acting alone
without the joinder of any other manager or member of Original Borrower or any other party, has the power and authority to execute
this Agreement
on behalf of and to duly bind Original Borrower under this Agreement. The execution and delivery of, and performance under, this
Agreement by Original
Borrower have been duly and properly authorized pursuant to all requisite limited liability company action and will not (x) violate
any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect
having applicability to Original Borrower or the articles of organization, certificate of formation, operating agreement, limited
liability company agreement or any other organizational document of Original Borrower or (y) result in a breach
of or constitute or cause a default under any indenture, agreement, lease or instrument to which Original Borrower is a party or
by which the Project may be bound or affected.


 




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   (ii)         Original
Borrower Manager. Original Borrower Manager is a duly organized, validly existing limited liability company in good standing
under the laws of the State of Delaware and is qualified to transact business in the State of Michigan. Jordan Ruddy (“Ruddy”)
is an authorized signatory of Original Borrower Manager (as appointed by Bluerock Real Estate, L.L.C., a Delaware limited liability
company, which is the sole manager of Original Borrower Manager). Ruddy, acting alone without the joinder of any manager or member
of Original Borrower Manager or any other party, has the power and authority to execute this Agreement on behalf of and to duly
bind Original Borrower Manager and Original Borrower under this Agreement.
The execution and delivery of, and performance under, this Agreement by Original Borrower Manager have been duly and properly authorized
pursuant to all requisite company action and will not (x) violate any provision of any law, rule, regulation, order, writ, judgment,
injunction, decree, determination or award presently in effect having applicability to Original Borrower Manager or the articles
of organization, certificate of formation, operating agreement, limited liability company agreement or any other organizational
document of Original Borrower Manager or (y) result in a breach of or constitute or cause a default under any indenture, agreement,
lease or instrument to which Original Borrower Manager is a party or by which the Project may be bound or affected.


 


(c)              Compliance
with Laws. To Original Borrower's knowledge,
all permits, licenses,
franchises or other evidences of authority to
use and operate the Project as it
is presently being operated
and as contemplated by the Loan Documents are current, valid
and in full force and
effect. Original Borrower has not received any written notice from any governmental
entity claiming that Original Borrower or the Project is not presently in compliance with any laws, ordinances, rules and regulations
bearing
upon the use and operation of the Project, including, without limitation, any
notice relating to any
violations of zoning, building, environmental, fire, health, or other laws,
ordinances, rules, codes
or regulations.


 


(d)              Rent
Roll. The Rent Roll (“Rent Roll”) attached hereto and made a part hereof as Exhibit C is a
true, complete and accurate summary of all tenant leases (collectively, “Leases”) affecting the Project as of
the date of this Agreement.


 


(e)              Leases.
The Leases are the only
leases affecting the Project and are currently
in full force and effect. Original Borrower has not been
notified of any landlord default
under any of the Leases; there are no leasing
broker's or finder's commissions of any kind due or to
become due with respect to the Leases or the Project; the
rents and security deposits under the Leases shown on the
Rent Roll are true and correct; Original Borrower has not
received any prepaid rents or given any concessions for
free or reduced rent
under the Leases except
as may be permitted pursuant to the terms of the Loan Documents
and will not accept any prepaid rents for more than one month in advance.
To the best of Original
Borrower's knowledge, all of the
commercial tenants at the project are currently in possession
and are operating businesses from their leased premises.


 




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(f)               Title
to Project and Legal Proceedings.
Original Borrower is the current owner of fee title to the Condominium Units (as defined
in the Loan Agreement)
and good title and rights in and to the Common Elements of the Condominium (as defined in the Loan Agreement). There are no pending
or threatened suits, judgments, arbitration proceedings, administrative claims, executions or other legal or equitable actions
or proceedings against Original Borrower or the Project, or any pending or threatened condemnation proceedings or annexation proceedings
affecting the Project, or any agreements to convey any portion of the Project, or any rights thereto to any person, entity, or
government body or agency not disclosed in this Agreement or the Loan Documents.


 


(g)              Loan
Documents. The Loan Documents constitute valid and legally binding obligations of Original Borrower enforceable against Original
Borrower, as limited herein, and the Project in accordance with their terms. Original Borrower acknowledges and agrees
that, nothing contained in this Agreement, or the Requested Actions, shall release or relieve
Original Borrower from its obligations, agreements,
duties, liabilities, covenants and undertakings under
the Loan Documents arising prior
to the date hereof.
Original Borrower has no defenses, setoffs, claims, counterclaims
or causes of action of any kind or nature whatsoever
against Lender, Wells Fargo Bank, National Association, Rialto Capital Advisors, LLC and any
and all other parties appointed and/or serving as servicers of the Loan (“Servicer”), all subsidiaries,
parents and affiliates of Lender and
Servicer and each of the foregoing parties' predecessors in interest, and each and all of
their respective past, present and future partners, members,
certificateholders, officers, directors, employees, agents, contractors, representatives, participants
and heirs and each and all
of the successors and assigns of each of the foregoing (collectively,
“Lender Parties”) with
respect to (i) the Loan, (ii) the Loan Documents, or (iii)
the Project. To the extent Original Borrower would be deemed
to have any such defenses, setoffs, claims, counterclaims or causes of
action as of the date hereof, Original Borrower knowingly
waives and relinquishes them, such waiver shall not apply
with respect to the enforcement by Original
Borrower against Lender of Lender's obligations under this Agreement.


 




(h)              Bankruptcy.
Original Borrower has no intent to (i) file any voluntary petition
under any Chapter of the Bankruptcy Code, Title 11, U.S.C.A.
(“Bankruptcy Code”), or in any manner to seek
any proceeding for relief, protection, reorganization, liquidation, dissolution or similar
relief for debtors (“Debtor Proceeding”) under any local, state, federal
or other insolvency Jaw or laws providing relief for debtors, (ii) directly or indirectly cause any involuntary petition under
any Chapter of the Bankruptcy Code to be filed against Original Borrower or any members thereof or (iii) directly or indirectly
cause the Project or any portion or any interest of Original
Borrower in the Project to become the property of any
bankrupt estate or the subject of any Debtor Proceeding.


 




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(i)             No
Default. To Original Borrower's knowledge, no event, fact or circumstance has occurred or failed to occur which constitutes,
or with the lapse or passage of time, giving of notice or both, could constitute a Default or an Event of Default (as such terms
are defined in the Loan Agreement) in the Loan Agreement.


 


(j)             Lead
Paint Disclosure. Original Borrower has no knowledge of any lead- based paint and/or lead-based paint hazards in the Improvements
and, except as delivered to Lender in writing, Original Borrower has no reports or records pertaining to any lead-based paint and/or
lead-based paint hazards in the Improvements.


 


(k)             Reaffirmation.
Original Borrower reaffirms and confirms the truth and accuracy of all representations and warranties made by it as set forth in
the Loan Documents, in all material respects, as if made on the date hereof.


 


1.2.         Acknowledgments,
Warranties and Representations of New Borrower. As a material inducement to Lender to enter into this Agreemen1and to consent
to the Requested Actions, New Borrower acknowledges, warrants, represents and agrees to and with Lender as follows:


 


(a)            Incorporation
of Recitals. All of the facts set forth in the Preliminary Statement of this Agreement are true and correct and incorporated
into this Agreement by reference.


 


(b)           Authority
of New Borrower.


 


(i)          New
Borrower. New Borrower is a duly organized, validly existing limited liability company in good standing under the laws of the
State of Delaware and is qualified to transact business in the State of Michigan. Bluerock Residential Holdings, L.P. (“New
Borrower Member”) is the sole member of New Borrower and Original Borrower Manager is the Manager of New Borrower. Original
Borrower Manager, acting alone, without the joinder of any other manager of New Borrower or New Borrower Member or any other party,
has the power and authority to execute this Agreement on behalf of and to duly bind New Borrower under this Agreement and the Loan
Documents. The execution and delivery of, and performance under, this Agreement
and the Loan Documents
by New Borrower have been duly and properly authorized pursuant to all requisite company action and will not {x) violate any provision
of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability
to New Borrower or the articles of organization, certificate of formation, operating agreement, limited liability company agreement,
or any other organizational document of New Borrower or (y) result in a breach of or constitute or cause a default under any indenture,
agreement, lease or instrument to which New Borrower is a party or by which the Project may be bound or affected.


 




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(ii)         Original
Borrower Manager.
Original Borrower Manager is a duly organized, validly existing limited liability company in good standing
under the laws of the State of Delaware and is qualified to transact business in the State
of Michigan. Ruddy is an authorized signatory of Original Borrower Manager (as appointed by Bluerock Real Estate, L.L.C., a Delaware
limited liability company, which is the sole manager of Original Borrower Manager). Ruddy, acting alone without the joinder of
any manager or member of Original Borrower Manager or any other party, has the power and authority to execute this Agreement on
behalf of and to duly bind Original Borrower Manager and New Borrower under this Agreement and
the Loan Documents. The execution and delivery
of, and performance under, this Agreement by
Original Borrower Manager have been duly and properly authorized pursuant
to all requisite company action and
will not (x)
violate any provision
of any law, rule,
regulation, order, writ, judgment, injunction, decree, determination or award
presently in effect having
applicability to Original
Borrower Manager or the
articles of organization, certificate of formation, operating
agreement, limited liability
company agreement or any other
organizational document of
Original Borrower Manager or (y) result in a breach of or constitute or cause a default under any indenture, agreement, lease or
instrument to which Original Borrower Manager is a party or by which the Project may be bound or affected.


 


(iii)        New
Borrower Member. New Borrower Member is a duly organized, validly existing
limited partnership in
good standing under the
laws of the State of Delaware and is not required
by law to become qualified
to transact business in the State of Michigan.
Bluerock Residential
Growth REIT, Inc. (the
“REIT”) is the sole general partner of New Borrower Member.
The REIT, acting alone without the joinder of any other partner of New Borrower
Member or any other party, has the power and authority on behalf of and to duly bind New Borrower Member under this Agreement and
the Loan Documents to which New Borrower Member shall be a party pursuant to the New Indemnitor Joinder (defined below).


 


(iv)        REIT.  The
REIT is a duly organized, validly existing corporation in good standing under the laws of the State of Maryland and is not required
by law to become qualified to
·transact
business in
the· State of Michigan. Christopher J. Vohs
(“Vohs”) an authorized signatory
of the REIT.
Vohs, acting alone without the joinder of any other
authorized signatory or
any other
officer or
director of the REIT or any other party, has the power and authority to execute this
Agreement on behalf of
and to duly bind the
REIT under this Agreement and the Loan Documents
as to which the REIT shall become
a party pursuant to the New
Indemnitor Joinder. The execution and delivery of,
and performance under, this Agreement by
the REIT have been duly and properly authorized
pursuant to all requisite corporate action and will
not (x) violate any provision of any law,
rule, regulation, order, writ,
judgment, injunction, decree,
determination or award presently in effect having
applicability to the REIT or the articles of organization,
certificate of incorporation, certificate of trust,
bylaws, trust agreement or any other organizational
document of the REIT or
(y) result in
a breach
of or constitute
or cause a default under any indenture, agreement, lease or instrument to which the REIT is a party or by which the Project may
be bound or affected.





 




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(c)             Financial
Statements.
The financial statements and other information (collectively, “Financial Statements”) of New Borrower
Member and the REIT (individually and/or collectively, “Principal”)
which have been previously delivered to Lender are true, complete and
accurate in all material respects and accurately represent the financial condition
of each Principal as of the date thereof. All of the assets shown on each
Principal's Financial Statements are owned by such Principal, individually, as its sole and separate property, and not otherwise
jointly with any other person or entity. There has not been any material adverse change to· the financial condition of Principal
between the date of the Financial Statements and the date of this Agreement. New Borrower also acknowledges and agrees to cause
Principal to timely comply with all financial, bookkeeping and reporting requirements set forth
in the Loan Documents that are applicable to the Guarantor thereunder, including, without limitation, those set forth in Section
4.9 of the Loan Agreement. New Borrower acknowledges that the Financial Statements have been provided to Lender to induce Lender
to enter into this Agreement and are being relied upon by Lender for such purposes. Lender agrees that since New Borrower is a
single member limited liability company, to the extent that New Borrower Member files a tax return instead of New Borrower, that
it will provide Lender with the tax returns for New Borrower Member instead of New Borrower. Similarly, to the extent that the
balance sheets and financial statements of New Borrower are consolidated with those of New Borrower Member, that the consolidated
balance sheets and financial statements will clearly identify the assets and liabilities of New Borrower as belonging to New Borrower
and New Borrower Member will provide Lender with copies of said consolidated balance sheets and financial statements.


 


(d)             Bankruptcy
Proceedings. None of New Borrower or Principal (together with any other direct or indirect owners of 10% or more of New Borrower
or Principal, collectively, the “New Borrower Parties”) or any other entities which may be owned or controlled
directly or indirectly by any of New Borrower Parties (collectively, the “Related Entities”) has been a party
to any Debtor Proceeding within seven (7) years prior to the date of this
Agreement.


 


(e)             Defaults
on Other Indebtedness. None of New Borrower Parties or any Related Entities has materially defaulted under its or their obligations
with respect to any other indebtedness within seven (7) years prior to the date of this Agreement.


 


(f)             New
Borrower's Organizational Documents.
New Borrower has not transacted any business
in New Borrower's
name since its formation
except as related to the acquisition
of the Project. New Borrower is and
will continue to be in full compliance with all of its
organizational documents and
the single purpose entity
and separateness requirements of the Loan
Documents and such organizational documents
do not conflict with any of such single purpose entity and separateness requirements
of the Loan Documents.


 


(g)             Assets
of New Borrower. The only assets of New Borrower are the Project, the personal property owned by New Borrower and used in connection
with the Project and cash or cash equivalents.


 


(h)             Management
of Project. There will be no change in the Manager (as such term is defined in the Loan
Agreement) managing the Project nor will there be any changes to the
Management Agreement (as
such term is defined
in the Loan Agreement) in connection with the Requested
Actions. Original Borrower will assign as of the date hereof all of its right, title and interest
in, to and under the Management Agreement to New Borrower.


 




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(i)              Cash
Management Agreement.
New Borrower agrees and acknowledges that (i) the Cash Management Agreement,
as amended hereby, is in full force and effect, (ii) all actions have been taken to open any
new accounts required thereunder for the New Borrower,
and (iii) immediately following the completion of the Requested Actions, New Borrower shall
deliver written notice to all tenants and other parties as set forth in (and as required by)
the Cash Management Agreement of the requirements of the Cash Management Agreement.


 


(j)              Clearing
Account Agreement. New Borrower agrees and acknowledges that (i) the Clearing Account Agreement, as amended hereby, is in full
force and effect and (ii) all actions have been taken to open any new accounts required thereunder for the New Borrower.


 


(k)             Loans
to Related Entities. There are no loans payable by New Borrower to any of the Related Entities or any other entities or persons.


 


(1)             New
Borrower Parties' Interests. None of New Borrower Parties or any of the Related Entities is obtaining a loan to finance its
direct or indirect interest in New Borrower or the Project or pledging its direct or indirect interest in New Borrower to any party,
and none of the entities or individuals owning a direct or indirect interest in New Borrower has any right to take over control
from any of such other entities or individuals.


 


(m)            Prohibited Person. New Borrower warrants and represents, after review of the website identified below, that none of
New Borrower or, to the best of New Borrower's knowledge, New Borrower Parties or any of their respective officers, directors,
shareholders, partners, members or affiliates (including other holders of indirect equity interests in New Borrower) is an entity
or person (i) that is listed in the Annex to, or is otherwise subject to the provisions of, Executive Order 13224, issued on September
24, 2001 (“E013224”), (ii) whose name appears on the United States Treasury Department's Office of Foreign Assets
Control (“OFAC') most current list of “Specifically Designated Nationals and Blocked Persons” (which
list may be published from time to time in various media including, but not limited to, the OFAC website, http://www.treas.gov/offices/enforcement/ofac/sdn/t11sdn.pdf),
who commits, threatens to commit or supports “terrorism”, as that term is defined in EO13224,
or (iv) who, to the knowledge of New Borrower, is otherwise affiliated with any entity or person
listed above (any and all parties or persons described in clauses [i] - [iv] above are herein referred to as a “Prohibited
Person”). New Borrower covenants and agrees that none of New Borrower Parties or any of their respective officers, directors,
shareholders, partners, members or affiliates (including other holders of indirect equity interests in New Borrower) will knowingly
conduct any business, or engage in any transaction or dealing, with any Prohibited Person, including, but not limited to, the making
or receiving of any contribution of funds, goods, or services, to or for the benefit of a Prohibited Person, or (b) knowingly engage
in or conspire to engage in any transaction that evades or avoids, or
has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in EO13224. New Borrower further
covenants and agrees to deliver (from time to time) to Lender any such certification as may be requested by Lender in its reasonable
discretion, confirming that, based on reasonable inquiry .(x) none of New Borrower Parties or any of their respective officers,
directors, shareholders, partners, members or affiliates (including other holders of indirect equity interests in New Borrower)
is a Prohibited Person and (y) none of New Borrower, or to the best of New Borrower's knowledge, any of the other New Borrower
Parties, or their respective officers, directors, shareholders, partners, members or affiliates (including the holders of indirect
equity interests in New Borrower) has (a) knowingly conducted any business, or engaged in any transaction
or dealing, with any Prohibited Person, including, but not limited to, the making or receiving of any contribution of funds, goods,
or services, to or for the benefit of a Prohibited Person or (b) knowingly engaged in or conspired to engage in any transaction
that evaded or avoided, or had the purpose of evading or avoiding, or attempted to violate, any of the prohibitions set forth in
E013224.


 




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(n)            Loan
Documents. The Loan Documents,
from and after the date hereof and as hereby amended, are valid and legally
binding obligations of New Borrower, enforceable against New Borrower and
the Project in accordance with their terms. This Agreement and the execution of other documents contemplated hereby do not constitute
the creation of a new debt or the extinguishment of the debt evidenced by the Loan Documents, and they shall not in any way affect
or impair the liens and security interests created by the Loan Documents, which New Borrower acknowledges to be valid and existing
liens and security interests in the Project. New Borrower agrees that the lien and security interests created by the Loan Documents
continue to be in full
force and effect, unaffected and unimpaired
by this Agreement or by the transfer of the Project
or any collateral described
in financing statements
filed in connection with the Loan Documents and that said liens
and security interests
shall so continue in their perfection and priority until the debt
secured by the Loan Documents is fully discharged. New Borrower has no defenses, affirmative defenses, setoffs, claims, counterclaims,
crossclaims or causes of action of any kind or nature whatsoever against the Lender Parties with respect to (i) the Loan, (ii)
the indebtedness due under the Loan Documents (the “Indebtedness”), (iii) the Loan Documents, or
(iv) the Project, To the extent New Borrower would be
deemed to have any
such defenses, affirmative defenses, setoffs, claims, counterclaims, crossclaims
or causes of action as of
the date hereof, New Borrower knowingly waives and relinquishes them. New Borrower acknowledges
that it has received copies of all of the Loan Documents.


 


(o)             No
Default. To New Borrower’s actual knowledge, no event, fact or circumstance has occurred or failed to occur which constitutes,
or with the lapse or passage of time, giving of notice or both, could constitute a default or Event of Default under the Loan Documents.


 


(p)             Inspections
and Tenant Estoppels.
New Borrower has not obtained any written inspection reports relating to the
Project in connection with the Requested Actions. Additionally, New Borrower has not obtained any tenant estoppel certificates
from the tenants located at the Project in connection with the Requested Actions.


 




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(q)             Reaffirmation.
To New Borrower’s actual knowledge, New Borrower affirms and confirms the truth and accuracy of
all representations and warranties made by Original Borrower and set forth
in the Loan Documents, in all material respects, as if
made on the date hereof,
excluding those pertaining to Original Borrower’s
membership and organizational
structure, financial statements and data
pertaining solely to Original
Borrower or its members
and other matters pertaining solely to Original
Borrower and
not the Project.


 


(r)             Post-Closing
Ownership. Immediately following consummation of the Requested Actions, New Borrower will be 100% directly or indirectly owned
by Bluerock Residential Holdings L.P., a Delaware limited partnership,
and under common sponsorship with Original Borrower.


 


ARTICLE 2


ACKNOWLEDGMENT AND COVENANTS OF BORROWER
PARTIES


 


As
a material inducement to Lender to enter into this Agreement and to consent to the Requested Actions, each of Borrower Parties,
as to itself only, acknowledges, warrants, represents, covenants and agrees to and with Lender as follows:


 


2.1.
        Assumption of Loan. New Borrower hereby assumes the indebtedness due under the Note, the Loan and all of Original
Borrower's other obligations, as grantor, mortgagor, borrower, assignor, trustor, indemnitor, guarantor, or maker, as the case
may be, under the Loan Documents to the same extent as if New Borrower had signed such instruments. New Borrower agrees to comply
with and be bound by all the terms, covenants and agreements, conditions and provisions set forth in the Loan Documents applicable
to the Borrower thereunder.


 


2.2.
        Indebtedness. As of March 12, 2014, the outstanding principal balance of the Loan was $11,500,000.00 and the
following escrow and reserve balances (collectively, “Escrow Balances”) are being held by Lender: (i) a tax
escrow balance of $184,681.65; (ii) an insurance escrow balance of $0.00; (iii) a capital expenditures reserve account of
$20,084. 16; and (iv) a required repairs reserve account of $151,520.26. Further, Borrower
Parties acknowledge and agree that Lender will continue to hold the Escrow Balances for the benefit of New Borrower in accordance
with the terms of the Loan Documents. In the event of any error in, or omission from, the foregoing, Lender shall not be
prejudiced, limited, or estopped, in any way in its right to charge, collect and receive
any and all monies lawfully due Lender under the Loan Documents. By its execution hereof, Lender
represents and warrants to New Borrower that to Lender's actual knowledge (i) the amounts set forth above are correct, (ii) Lender
has not issued any written notices of a Default or an Event of Default to Original Borrower which have not been cured, and (iii)
there are no existing material defaults under the Loan Documents.


 




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2.3.         Assumption
Fee. Simultaneously with or prior to the execution hereof, any or both of Borrower Parties shall pay to or has paid Lender
a processing fee of $25,000.00, which Borrower Parties agrees are fees for new consideration and
are not interest charged in connection with the Loan.


 


2.4.         Payment
of Transaction Costs and Expenses. Any or both of Borrower Parties shall pay at the time of execution of this Agreement
·by Lender: (a) the legal fees and disbursements
of Lender's counsel, Bilzin Sumberg Baena Price & Axelrod LLP, in connection with the preparation of this Agreement and the
transactions contemplated in this Agreement; all recording costs and documentary stamps, or other taxes if any,
due upon the recording of this
Agreement; and (c) the costs of updating Lender's policy
of title insurance insuring the Security Instrument to a current date and endorsing such policy to include this Agreement in the
description of the Security Instrument
with no additional exceptions, or, at Lender's option,
the cost of obtaining a new lender's policy of title acceptable
to Lender insuring the Loan Documents as affected by this Agreement.


 


2.5.        Information.


 


(a)              All
information provided to Lender or any Servicer by New Borrower and/or New Indemnitor or any of their respective employees, officers,
directors, partners, members, managers or representatives, in connection with or relating to (i) the Requested Actions, (ii) this
Agreement or the transactions contemplated hereby or (iii) the Project, contains no untrue statement of material fact and does
not omit a material fact necessary in order to make
such information not misleading, and the provision of any such information by Lender or any Servicer to any rating agency is expressly
consented to by New Borrower and New Indemnitor and will not infringe upon or violate any intellectual property
rights of any party.
New Borrower and New
lndemnitor, by their execution of this Agreement or
the Joinder attached
hereto, jointly and severally, agree to reimburse, indemnify and
hold Lender Parties harmless
from and against any
and all liabilities, judgments, costs, claims, damages, penalties, expenses,
losses or charges (including,
but not limited to, all reasonable legal fees and court costs) (collectively,
“Indemnification Costs”), which may now or in the future be undertaken, suffered,
paid, awarded, assessed
or otherwise incurred as
a result of or arising out of any breach or inaccuracy of the foregoing
representations and warranties
or any fraudulent or tortuous conduct of New Borrower and/or
New lndemnitor in connection
with the Requested Actions, this Agreement or the transactions contemplated
hereby, including the misrepresentation of financial data presented to Lender in connection with the Requested Actions.


 




    	11



    	 



    

 


(b)              All
information provided to Lender and any Servicer by Original Borrower and/or Original Indemnitor or any of their respective employees,
officers, directors, partners,
members, managers or representatives, in connection with or
relating to (i) the Requested
Actions, (ii) this Agreement
or the transactions contemplated
hereby or (iii) the Project,
contains no untrue statement of material fact and does not omit a material
fact necessary in order to
make such information not misleading,
and the provision
of any such information by Lender or any Servicer to any rating agency is
expressly consented to by Original Borrower and Original
Indemnitor and will not infringe upon or violate
any intellectual property rights of any party.
Original Borrower and Original Indemnitor, by their execution of this Agreement
or the Joinder attached hereto, jointly and severally, agree
to reimburse, indemnify
and hold Lender Parties harmless from and against any and all Indemnification
Costs, which may now or in the
future be undertaken, suffered, paid, awarded, assessed or otherwise incurred
as a result of or arising out of any breach or inaccuracy of the foregoing
representations and warranties
or any fraudulent or tortuous conduct of Original Borrower
and/or Original Indemnitor in connection with the Requested Actions, this
Agreement or the transactions contemplated hereby,
or the Project, including
the misrepresentation of financial data presented to
Lender in connection with the
Requested Actions.


 


2.6.         Release
and Covenant Not To Sue. Each of Borrower Parties, as to itself and all of its heirs, successors and assigns only, remises,
releases, acquits, satisfies and forever discharges Lender Parties from any and all manner of debts, accountings, bonds, warranties,
representations, covenants, promises, contracts, controversies, agreements,, liabilities, obligations, expenses,
damages, judgments, executions, actions, inactions, claims, demands and causes
of action of any nature whatsoever, whether at law or in equity, whether known or unknown,
either now accrued or subsequently maturing, which any
of Borrower Parties
now has or hereafter can, shall or may have by reason
of any matter, cause or thing,
from the beginning of the world to and including the date
of completion of the
Requested Actions (“Acquisition Date”)
, including, without limitation, matters arising out of or relating to (a) the Loan, (b) the Loan Documents, (c) the Indebtedness,
(d) the Project, and (e) any other agreement or transaction between Borrower Parties or any one of them and any of Lender Parties
concerning matters arising out of or relating to the items set forth in subsections (a) - (d) above. Each of Borrower Parties,
as to itself and all of its respective heirs, successors and assigns only, covenants and
agrees never to institute or cause to be instituted or continue prosecution of any suit or other form of action or proceeding of
any kind or nature whatsoever against any of Lender Parties by reason of or in connection with any of the foregoing matters, claims
or causes of action. This release and covenant not to sue shall not apply with respect to Lender's obligations under this Agreement


 


2.7.         Further
Assurances. Borrower Parties shall execute and deliver
to Lender such agreements, instruments, documents, financing statements and other writings as may be requested from time to time
by Lender to perfect and to maintain the perfection of
Lender's security interest in and to the Project, and to consummate the transactions contemplated by or in the Loan Documents and
this Agreement.


 


ARTICLE 3 


ADDITIONAL PROVISIONS


 


3.1.         Consent
of Lender. Subject to the terms of this Agreement, Lender hereby consents to the Requested Actions. Each of Borrower Parties,
Original Indemnitor (as defined in the Joinder by and Agreement of Original Indemnitor attached hereto (the “Original
Indemnitor Joinder”)) an New Indemnitor (as defined in the Joinder by and Agreement of New Indemnitor attached hereto
(the “New Indemnitor Joinder”)) agrees that neither this Agreement nor Lender's consent to the Requested Actions
shall be deemed Lender's consent or a waiver of Lender's right to consent to any other action requiring Lender consent under the
Loan Documents that may be contained in any of the documents or items delivered to Lender in connection with the Requested Actions,
whether or not such documents or items were reviewed and/or accepted by
Lender. Moreover, neither this Agreement nor Lender's consent
to the Requested Actions shall constitute a modification of
any of the terms or conditions of the Loan Documents, except as expressly provided for
in this Agreement.


 




    	12



    	 



    

 


3.2.         Modifications
to Loan Documents.


 


(a)            Loan
Agreement.


 


  (i)          Schedule
VII of the Loan Agreement is hereby replaced with the Schedule VII attached
hereto.


 


  (ii)          The
term “Cash Management Agreement” in the Loan Agreement shall hereafter include all agreements that are intended to
amend, modify, supplement, or replace the Cash Management Agreement.


 


   (iii)         The
term “Clearing Account Agreement” in the Loan Agreement shall hereafter include all agreements that are intended to
amend, modify, supplement, or replace the Clearing Account Agreement.


 


3.3.         Release
of Original Indemnitor and Original Borrower. By its execution hereof, Lender hereby releases (i) Original Indemnitor from
its obligations under the Guaranty and the Environmental Indemnity (as defined in Exhibit B attached hereto) in accordance with
and subject to the terms of the Original Indemnitor Joinder and (ii) Original Borrower from personal liability for all acts or
events occurring or obligations arising under the Loan Documents after the Acquisition Date with the exception of any liability
of Original Borrower based upon (a) any material misrepresentation of Original Borrower in this Agreement or any other document
executed by Original Borrower in connection herewith and/or (b) its obligations under the Environmental Indemnity (the “Environmental
Indemnity Obligations”) or any of the other Loan Documents that are caused by Original Borrower
or any of its agents or
result from the existence of conditions existing prior to the
Acquisition Date or migrating
to or from any portion
of the Project prior to the Acquisition Date, or result
from a violation of
Environmental Laws (defined in the Environmental Indemnity) prior
to the Acquisition Date. Original Borrower shall bear the burden of proving when
Hazardous Substances (defined in the Environmental
Indemnity) first existed upon, about or beneath the
Project or began migrating to or
from the Project and when a violation of Environmental Law first occurred; provided, however, the foregoing burden of proof is
for the benefit of the Lender, its successors and assigns) and is not for the benefit of any other party.


 




    	13



    	 



    

 


3.4.         UCC
Filings. New Borrower hereby grants and confirms unto
Lender a first lien priority security
interest in all of New Borrower's assets, including but
not limited to all
of its (i) personal property and all of the
fixtures located at
the Project and (ii) the Property (as such term
is defined in the Security
Instrument), to the maximum
extent permitted by the Uniform Commercial Code (“UCC”).
Borrower Parties hereby consent to the filing of any financing statements or UCC forms required to be filed in the applicable states
or any other applicable filing office, including, but not necessarily limited to, the state
of organization of New
Borrower and in the Records (collectively “Filings”)
in order to perfect or continue
the perfection of said interest
and, notwithstanding anything contained in any of the Loan
Documents to the contrary, in accordance with the UCC, as amended, subsequent to
the making of the Loan, said Filings may
be made by Lender without the consent of either of the Borrower Parties.


 


3.5.         References
to Terms in Loan Documents.


 


(a)              Each
reference in the Loan Documents that refers to a Loan Document that has been modified by this Agreement shall hereinafter be modified
to include that Loan Document as it has been modified by this Agreement (and by any and all other amendments, restatements, supplements
or other modifications made to such document from time to time).


 


(b)             All
references to the term Loan Documents in the Security Instrument and the other Loan Documents shall hereinafter be modified to
include this Agreement and all documents executed and/or required in connection with the Requested Actions.


 


ARTICLE 4


MISCELLANEOUS PROVISIONS


 


4.1.         No
Limitation of Remedies. No right, power or remedy conferred upon or reserved to or by Lender in this Agreement is intended
to be exclusive of any other right, power or remedy conferred upon or reserved to or by Lender under this
Agreement, the Loan Documents or at law but each and every remedy shall be cumulative
and concurrent, and shall be in addition to each and every other right, power and remedy
given under this Agreement, the Loan Documents or now or subsequently existing at law.


 


4.2.         No
Waivers. Except as otherwise expressly set forth in this Agreement, nothing contained
in this Agreement shall .constitute a waiver of any
rights or remedies of Lender under
the Loan Documents or at law. No delay or failure on the part
of any party hereto in the
exercise of any right
or remedy under this Agreement
shall operate as a waiver,
and no single or partial
exercise of any right
or remedy shall preclude other or further exercise thereof
or the exercise of
any other right or
remedy. No action or
forbearance by any party hereto contrary to the provisions
of this Agreement shall be construed to
constitute a waiver of any of the express provisions. Any party hereto
may in writing expressly
waive any of such party's rights under this Agreement without
invalidating this Agreement.


 


4.3.         Successors
or Assigns. Whenever any party is
named or referred to in this Agreement,
the heirs, executors, legal representatives, successors, successors-in-title and assigns of
such party shall be included. All covenants and agreements in
this Agreement shall bind and
inure to the benefit of the heirs, executors, legal .representatives,
successors, successors-in-title and assigns of the parties, whether so expressed or not.


 




    	14



    	 



    

 


4.4.          Construction
of Agreement. · Each party hereto
acknowledges that it has participated in the
negotiation of this Agreement
and no provision shall be construed
against or interpreted to the disadvantage of any party
hereto by any court
or other governmental or judicial authority
by reason of such party having or
being deemed to have structured,
dictated or drafted such provision. Borrower Parties at all times have had
access to an attorney in
the negotiation of
the terms of and in the preparation and execution of
this Agreement and have had the opportunity to
review and analyze this Agreement for a sufficient period
of time prior to execution and delivery. No representations or
warranties have been
made by or on behalf of Lender, or relied upon
by Borrower Parties, pertaining to
the subject matter of this-Agreement,
other than those set
forth in this Agreement. All prior
statements, representations and warranties, if any,
are totally superseded and merged into this Agreement,
which represents the final and sole agreement of the parties
with respect to the subject matters. All of the
terms of this Agreement were negotiated at arm's length, and this Agreement was prepared and
executed without fraud, duress, undue influence or coercion of any kind exerted by any of the
parties upon the others. The execution and delivery of this Agreement are the free and voluntary act of Borrower Parties.


 


4.5.          Invalid
Provision to Affect No Others. If, from any circumstances whatsoever, fulfillment of any provision of this Agreement or
any related transaction at the time performance of such provision shall be due,
shall involve transcending the limit of validity presently prescribed by any applicable usury statute or any other applicable law,
with regard to obligations of like character and amount, then ipso facto, the obligation to be fulfilled shall be
reduced to the limit of such validity: If any clause or provision operates or would prospectively operate to invalidate this Agreement,
in whole or in part, then such clause or provision only shall be deemed deleted, as though not contained herein, and the remainder
of this Agreement shall remain operative and in full force and effect.         ·


 


4.6.          Notices.
Notwithstanding anything to the contrary contained .in
any of the Loan Documents, any and all notices, elections, approvals, consents, demands, requests and responses (“Communications”)
permitted or required to be given under this Agreement and the Loan Documents shall not be effective unless in writing, signed
by or on behalf of the party giving the same, and sent by certified or registered mail, postage prepaid, return receipt requested,
or by hand delivery or a nationally recognized overnight courier service (such as FedEx), to the party to be notified at the address
of such party set forth below or at such other address within the continental United States as such other party may designate by
notice specifically designated as a notice of change of address and given in accordance with this Section. Any Communications shall
be effective upon the earlier of their receipt (or refusal of receipt) or three days after mailing in the manner indicated in this
Section. Receipt of Communications shall occur upon actual delivery but if attempted delivery is refused or rejected, the date
of refusal or rejection shall be deemed the date of receipt. Any Communication, if given to Lender, must be addressed as follows,
subject to change as provided above:


 




    	15



    	 



    

 


U.S. Bank National
Association, as Trustee


c/o Wells Fargo
Bank, National Association


Commercial Mortgage
Servicing


550 South Tryon
Street, 14th Floor


MAC D 1086


Charlotte, North
Carolina 28202


Re: COMM 2014-CCRE14;
Loan No.: 301471033


 


With a copy to:


 


Rialto Capital
Advisors, LLC


790 N.W. 107th
Avenue, Suite 400


Miami, Florida
33172


Attn:    Niral
Shah, Director


Re: COMM 2014-CCRE14
Loan No.: 27-9300033


 


and, if given to Original
Borrower or New Borrower must be addressed as follows, notwithstanding any other address set forth in the Loan Documents to the
contrary, subject to change as provided above:


 


BR-NPT Springing Entity, LLC or BRG
North Park Towers, LLC


c/o Bluerock Real Estate, L.L.C.


712 Fifth Avenue,
9th Floor


New York, New
York 10019


Attn:              Jordan Ruddy and Michael
L. Konig, Esq.


Facsimile:      (212) 278-4420


 


With a copy to:


 


Hirschler Fleischer
PC


2100 East Cary
Street


Richmond, Virginia
23223


Attn:              Robert G. Boyle, Jr., Esq.


Facsimile:      (804) 644-0957


 


4.7.          Governing
Law. This Agreement shall be interpreted, construed and enforced in accordance with the laws of the State in which the
Project is located.


 


4.8.          Headings;
Exhibits. The headings of the articles, sections and subsections of this Agreement are for the convenience of reference
only, are not to be considered a part of this Agreement and shall not be used to construe, limit or otherwise affect this Agreement.


 




    	16



    	 



    

 


4.9.          Modifications.
The terms of this Agreement may not be changed, modified, waived, discharged or terminated orally, but only by an instrument or
instruments in writing, signed by the party against whom the enforcement of the change, modification,
waiver, discharge or termination is asserted. Lender's consent to the Requested Actions shall not be deemed to constitute Lender's
consent to any provisions of the organizational documents that would be in violation of the terms and conditions of any of the
Loan Documents.


 


4.10.         Time
of Essence; Consents. Time is of the essence of this Agreement and the Loan Documents. Any provisions for consents or approvals
in this Agreement shall mean that such consents or approvals shall not be effective unless in writing and executed by Lender.


 


4.11.         Counterparts.
This Agreement may be executed in two or more counterparts> each of which shall be deemed an original, but all of which will
constitute the same agreement. Any signature page of this Agreement may be detached from any counterpart of this Agreement without
impairing the legal effect of any signatures thereon and may be attached to another counterpart of this Agreement identical in
form hereto but having attached to it one or more additional signature pages.


 


4.12.         New
Indemnitor Joinder. New Indemnitor shall assume the obligations of Original Borrower and/or Original Indemnitor under the
Guaranty and the Environmental Indemnity pursuant to the Joinder by and Agreement of New Indemnitor attached hereto.


 


4.13.
WAIVER OF TRIAL BY JURY. BORROWER PARTIES AND LENDER EACH HEREBY AGREE NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE
OF RIGHT BY JURY, AND WAIVE ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH
REGARD TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH.
THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY BORROWER PARTIES AND LENDER AND IS INTENDED TO ENCOMPASS
INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. EACH PARTY IS HEREBY
AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER.


 


(REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK)


 




    	17



    	 



    

 


The parties
have executed and delive1·ed this Agreement as of the day and year first above written.


 


	Witnesses:	 	LENDER:
	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE FOR THE BENEFIT OF THE HOLDERS OF COMM 2014-CCRE14 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
	 	 	 
	 	 	By:	Rialto Capital Advisors, LLC, as attorney-in-fact


 


	/s/ Erika D. Levy	 	 	By:	/s/ Adam Singer
	Print Name:	Erika D. Levy	 	 	 	Managing Director
	 	 	 	 	 
	/s/ Aileen Perez	 	 	 	 
	Print Name:	Aileen Perez	 	 	 	 


 


	STATE OF FLORIDA	)	 
	 	) SS:	 
	COUNTY OF MIAMI-DADE	)	 


 


The foregoing
instrument was acknowledged before me this 1 day of April, 2014, by Adam Singer as Managing
Director of Rialto Capital Advisors, LLC, a limited liability
company, as attorney-in-fact, on behalf of said limited
liability company, as attorney-in-fact for U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE FOR THE BENEFIT OF THE HOLDERS OF COMM
2014-CCRE14 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, on behalf of the said trust. He X is personally
known to me or   has produced a driver's license as identification.


 








	Ninette Minguez	/s/ Ninette Minguez
	COMMISSION #EE023973	Notary Public, State of Florida
	EXPIRES: SEP. 07, 2014	Print Name: 	Ninette Minguez













	WWW.AaronNotary.COM	My Commission Expires:	 







 


[AFFIX NOTARY STAMP ABOVE]


 


[LENDER'S SIGNATURE PAGE
TO ASSUMPTION AGREEMENT]


 




    	 



    	 



    

 


The parties have executed
and delivered this Agreement as of the day and year first above written.


 


	Witnesses:	 	ORIGINAL BORROWER:
	 	 	 
	 	 	BR-NPT SPRINGING ENTITY, LLC,
	 	 	a Delaware limited liability company
	 	 	 
	 	 	By:	BR-North Park Towers, LLC,

a Delaware limited liability company,

its manager


 


	/s/ Christopher J. Vohs	 	 	By:	/s/ Jordan Ruddy
	Print Name:	Christopher J. Vohs	 	 	Name:	Jordan Ruddy
	 	 	 	Title:	Authorized Signatory
	s/ Molly Brown	 	 	 	 
	Print Name:	Molly Brown	 	 	 	 


 


	STATE OF	 New York	)	 
	 	) SS.	 
	COUNTY OF 	New York	)	 


 


The foregoing
instrument was acknowledged before me this 1 day of April, 2014,
by Jordan Ruddy, the Authorized Signatory of BR-North Park Towers, LLC, a Delaware limited liability company, the manager of BR-NPT
SPRINGING ENTITY, LLC, a Delaware limited liability company, on behalf of said limited liability company. He is personally known
to me or who produced    as identification.


 


	 	/s/ Dale Pozzi
	 	Notary Public, State of 	New York
	 	My Commission Expires: 	Jan 28, 2017


 


	DALE POZZI

NOTARY PUBLIC-STATE OF NEW YORK

NO. 01PO6275397

Qualified in New York County

My Commission Expires January 28, 2017	 


 


[ORIGINAL BORROWER'S SIGNATURE
PAGE TO ASSUMPTION AGREEMENT]


 




    	 



    	 



    

 


The parties have executed
and delivered this Agreement as of the day and year first above written.


 


	 	 	NEW BORROWER:
	Witnesses:	 	 
	 	 	BRG NORTH PARK TOWERS, LLC,
	 	 	a Delaware limited liability  company
	 	 	 
	 	 	By:	BR-North Park Towers, LLC, a Delaware

limited liability company, its manager


 


	 	 	 	By:	/s/ Jordan Ruddy
	/s/ Christopher J. Vohs	 	 	Name:	Jordan Ruddy
	Print Name:	Christopher J. Vohs	 	 	Title:	Authorized Signatory
	 	 	 	 	 
	s/ Molly Brown	 	 	 	 
	Print Name:	Molly Brown	 	 	 	 


 


	STATE OF 	New York	)	 
	 	) SS.	 
	COUNTY OF 	New York	)	 


 


The
foregoing instrument was acknowledged before me this 1 day of April, 2014, by Jordan Ruddy,
the Authorized Signatory of BR-North Park Towers, LLC, a Delaware limited liability company, the manager of BRG NORTH PARK TOWERS,
LLC, a Delaware limited liability company, on behalf of said limited liability company. He is personally known to me or
who produced            as identification.


 


	 	/s/ Dale Pozzi
	 	Notary Public, State of	 New York
	 	My Commission Expires: 	Jan 28, 2017


 


	DALE POZZI	 
	NOTARY PUBLIC-STATE OF NEW YORK	 
	NO. 01PO6275397	 
	Qualified in New York County	 
	My Commission Expires January 28, 2017	 


 


[NEWBORROWER'S SIGNATURE
PAGE TO ASSUMPTION AGREEMENT]


 




    	 



    	 



    

 


SCHEDULE VII


 


List of Directors
and Officers of Board of Directors of the Condominium Association


 


Director:           R. Ramin Kamfar


 


Director:           Jordan Ruddy


 


Director:           Patricia Anderson


 


R. Ramin Kamfar - President


 


Jordan Ruddy - Secretary and Treasurer


 




    	 



    	 



    

 


EXHIBIT A


 


LEGAL DESCRIPTION


 


The land referred to in this Policy is described
as follows:


 


All that certain lot,
piece or parcel of land, with the buildings and improvements thereon erected, situate, lying and being in the City of Southfield,
County of Oakland, State of Michigan.


 


Units 1 through 331, both inclusive, being all
of the Units of North Park Towers Condominium, according to the Master Deed recorded in Liber 7794 on Pages 337 through 412, inclusive,
Oakland County Records, and designated as Oakland County Condominium Subdivision Plan No. 305, together with rights in General
Common Elements, and Limited Common Elements as set forth in the above Master Deed and as described in Act 229 of the Public Acts
of 1963, and Act 59 of the Public Acts of 1978, as amended.


 


NOTE: Being Parcel No.
24-36-128-001 thru 24-36-128-331, of the City of Southfield, County of Oakland.


 




    	 



    	 



    

 


EXHIBIT B


 


LOAN DOCUMENTS


 


1.          Promissory
Note dated December 24, 2013, in the principal amount of $11,500,000.00 (the “Note”), executed by Original Borrower
in favor of Arbor Commercial Mortgage, LLC (“Original Lender”), and endorsed to the order of Lender.


 


2.          Mortgage
dated as of December 24, 2013 (the “Security Instrument”), executed by Original Borrower in favor of Original
Lender and recorded in Official Records Book 46687, at Page 396 in the Public Records of Oakland County, Michigan (“Records”),
and assigned to Lender.


 


3.          Assignment
of Leases and Rents dated as of December 24, 2013, executed by Original Borrower in favor of Original Lender and recorded in Official
Records Book 46687, at Page 420 of the Records, and assigned to Lender.


 


4.          Loan
Agreement dated as of December 24, 2013 (the “Loan Agreement”) between Original Borrower and Original Lender.


 


5.          UCC
Financing Statement reflecting Original Borrower, as debtor, and Original Lender, as secured party, and recorded in Official Records
Book 46687, at Page 433 of the Records, and assigned to Lender.


 


6.          UCC
Financing Statement reflecting Original Borrower, as debtor, and Original Lender, as secured party and filed with the Secretary
of State of Delaware under File No. 20140029439, and assigned to Lender.


 


7.          Guaranty
of Recourse Obligations dated as of December 24, 2013 (the “Guaranty”), executed by Original Indemnitor in favor
of Original Lender, and assigned to Lender.


 


8.          Environmental
Indemnity Agreement dated as of December 24, 2013 (the “Environmental Indemnity”), executed by Original Borrower
and Original lndemnitor in favor of Original Lender, and assigned to Lender.


 


9.          Assignment
of Management Agreement dated as of December 24, 2013 (the “Assignment of Management Agreement”), executed by
Bluerock Property Management, LLC, a Michigan limited liability company (“Manager”) and Original Borrower in
favor of Original Lender, and assigned to Lender.


 


10.         Deposit
Account Agreement dated as of December 24, 2013 (the “Cash Management Agreement”) executed by Original
Borrower, KeyBank National Association, and Original Lender, and assigned to Lender.


 




    	 



    	 



    

 


11.
Lockbox Deposit Account Control Agreement dated as of December 24, 2013 (the “Clearing Account Agreement”), executed
by Original Borrower, KeyBank National Association, as Clearing Bank, and Original Lender, and assigned to Lender.


 




    	2



    	 



    

 


EXHIBIT C


 


RENT ROLL


 


(INTENTIONALLY DELETED FOR PURPOSES OF
RECORDING)