Exhibit 10.40


 





PROPERTY
MANAGEMENT AGREEMENT


 


This PROPERTY
MANAGEMENT AGREEMENT (the “Agreement”), entered into as of this 29th day of March, 2012, by Bell BR
Waterford Crossing JV, LLC, a Delaware limited liability company (“Owner”) and Bell Partners Inc., a North Carolina
corporation (“Manager”).


 


IN CONSIDERATION
of the mutual covenants and promises each to the other made herein, the Owner does hereby engage Manager exclusively as an
independent contractor, and the Manager does hereby accept the engagement, to rent, lease, operate, repair and manage the property
more particularly described below (the “Project”) upon the following terms and conditions.


 


THE PROJECT:
That certain apartment property located in the City of Hendersonville, State of Tennessee and being known to consist of 252 multi-family
units and more particularly described as:


 


	 	Project Name:
    Grove at Waterford Crossing
	 	Street Address: 101 Spade
    Leaf Blvd.
	 	City, State, Zip Code:
    Hendersonville, TN _______


 


SECTION
1: DEFINITIONS


 


1.01
TERM


The
term of this Agreement shall commence on the later of the date above or the date Owner acquires the Project and shall, subject
to the provisions hereof, terminate twelve months thereafter (the “Term”). This Agreement will automatically
renew on a year to year basis thereafter until and unless terminated in accordance with the terms hereof and each renewal period
shall, from and after its commencement, constitute part of the Term.


 


1.02
FEES


 


The
management fee (“Base Management Fee”) payable each month by Owner to Manager hereunder shall be an amount equal to
three and one-half percent (3.5%) of the Gross Receipts from the Project.


 


Yieldstar.
Owner agrees to deploy Yield Management (the process of balancing supply and demand to price apartments to maximize rental revenue)
at the Project. Manager will provide pricing authority support services in exchange for cost-offset compensation of ($.70) per
unit per month. Licensing fees and software costs to run Yield Management software shall be paid by Owner to Yieldstar as a normal
operating expense at a cost of a one-time licensing fee and a monthly user fee at the then prevailing Yieldstar rate. Yield Management
pricing authority support services provided by Manager shall include daily monitoring of apartment pricing, quarterly reporting
and bi-weekly conference calls with site staff. The Manager will review pricing recommendations and shall have final authority
for making pricing decisions concerning the Project. Manager will be responsible for set-up and maintenance of the Yield Management
software.


 




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Ops
Technology. Owner agrees to deploy Ops Technology (enables suppliers and service providers to present targeted pre-negotiated
catalog pricing, receive orders electronically, and insert electronic invoices into the Manager’s payment processing system)
at the Project. Manager will provide oversight of the e-procurement and invoicing management platform at a cost (all paid to the
service provider and not to Manager) of a one-time licensing fee, monthly use fee and a per paper invoice processing fee at the
then prevailing Ops Technology rate. Licensing, user and invoice processing costs shall be paid by the Owner as a normal operating
expense.


 


All
of the fees referred to above shall be collectively referred to herein as “Management Fees.”


 


In
the event Manager negotiates video (cable), data (internet), voice (phone) and laundry agreements on behalf of the Owner and such
agreement provides for the payment to Owner of an upfront or “door” fee payment then, Manager shall be paid 10% of
such payment in return for its services in negotiating the contract. 


 


If
additional services not outlined herein are required by the Owner or Manager, Owner shall pay Manager for such additional services
under the terms and conditions to be agreed upon by the parties. Manager shall be under no obligation to provide such additional
services unless and until the parties have entered into a written agreement reflecting the terms and conditions thereof.


  


1.03
DEPOSITORY


An
FDIC insured bank located in the United States of America,
designated by Manager and approved by Owner. 


 


1.04
FISCAL YEAR


The
year beginning January 1st and ending December 31st.


 


1.05
BUDGET


A
composite of (i) an operations Budget, which shall
be an estimate of receipts and expenditures for the operation of the Project during a Fiscal Year, including a schedule of expected
apartment rentals (excluding security deposits) for the period stated therein and a schedule of expected special repairs and maintenance
projects, (ii) a capital Budget, which shall be an estimate
of capital replacements, substitutions of, and additions to, the Project for the Fiscal Year.


 


1.06
GROSS RECEIPTS


The
entire amount of all receipts, determined on a cash basis, from (a) tenant rentals,
parking rent and other charges collected pursuant to tenant leases for each month during the term hereof; provided, however,
that there shall be excluded from tenant rentals any tenant security deposits (except as provided below); (b) cleaning, tenant
security and damage deposits forfeited by tenants in such period; (c) tenant reimbursements for utilities (gas, electric, water
and sewer); (d) video (cable), data (internet), local or long-distance services (voice), laundry and vending machine income and
other ancillary revenue generated as a percentage of gross receipts; (e) any and all receipts from the operation of the Project
received and relating to such period; (f) proceeds from rental interruption insurance; and (g) any other sums and charges collected
in connection with termination of the tenant leases (collectively, the “Gross Receipts”). Gross Receipts do not include
the proceeds of (i) any sale, exchange, refinancing, condemnation, or other disposition of all or any part of the Project, (ii)
any loans to the Owner whether or not secured by all or any part of the Project, (iii) any capital contributions to the Owner,
(iv) any insurance (other than rental interruption insurance) maintained with regard to the Project, or (v) proceeds of casualty
insurance or damage claims as a result of damage or loss to the Project.


 




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1.07
PROJECT EMPLOYEES


Those
persons employed by Manager on-site as a management staff; e.g.,
senior manager, manager, assistant managers, leasing agents, maintenance personnel, courtesy officers, and other personnel necessary
to be directly employed by the Manager in order to maintain and operate the Project.


 


SECTION
2: DUTIES AND RIGHTS OF MANAGER


 


2.01
APPOINTMENT OF MANAGER


During
the term of this Agreement,
Manager agrees, for and in consideration of the compensation provided in Section 1.02, and Owner hereby grants to Manager the
sole and exclusive right, to supervise and direct the leasing, management, repair, maintenance and operation of the Project as
per the authority granted herein. All services performed by Manager under this Agreement shall be done as an independent contractor
of Owner. All obligations or expenses incurred hereunder, including the pro rata portion used in connection with, or for the benefit
of the Project for all purchases, contracts, sales or services in bulk or volume which Manager may obtain for discount or convenience
in connection thereof shall be for the account of, on behalf of, and at the expense of, Owner except as otherwise specifically
provided. Owner shall be obligated to reimburse Manager for all reasonable expenses of Manager incurred specifically for the Project.


 


2.02
GENERAL OPERATION


Manager
shall operate the Project in the same manner as is customary and usual in the operation of comparable facilities, and shall provide
such services as are customarily provided by operators of apartment projects of comparable class and standing consistent with
the Project's facilities, subject, however, in all events to the
limitations of the Budget. In addition to the other obligations of Manager set forth herein, Manager shall render the following
services and perform the following duties for Owner in a timely, faithful, diligent and efficient manner: (a) coordinate the plans
of tenants for moving their personal effects into the Project or out of it, with a view toward scheduling such movements so that
there shall be a minimum of inconvenience to other tenants; (b) maintain businesslike relations with tenants whose service requests
shall be received, considered and recorded in systematic fashion in order to show the action taken with respect to each; (c) use
its commercially reasonable efforts to collect all monthly
rents due from tenants and rent for users or lessees of other non-dwelling facilities in the Project, if any; request, demand,
collect, receive and receipt for any and all charges or rents which become due to Owner, and at Owner's expense, take such legal
action as may be necessary or desirable to evict tenants delinquent in payment of monthly rental or other charges (security deposits,
late charges, etc.); (d) prepare or cause to be prepared for execution and filing by the Manager as an independent contractor
all forms, reports and returns required by all federal, state or local laws in connection with the unemployment insurance, workers'
compensation insurance, disability benefits, Social Security and other similar taxes now in effect or hereafter imposed, and also
any other requirements relating to the employment of personnel; (e) advertise when necessary, at Owner's expense and approval,
the availability for rental for the Project units using commercially reasonable business strategies in connection with the use
of promotional materials , market outreach efforts, internet and web-based marketing and display “for rent” or other
similar signs upon the Project, it being understood that Manager may install one or more signs on or about the Project stating
that same is under management of Manager and may use in a tasteful manner Manager's name and logo in any display advertising which
may be done on behalf of the Project; (f) re-name the Project and replace the signs at the Project at Owner's expense and with
Owner’s approval, using commercially reasonable business strategies; and (g) sign, renew and cancel tenant leases for the
Project, write apartment leases for terms and on terms approved by Owner (or on a month to month basis following the expiration
of the initial term of a tenant lease) to bona fide individuals based upon Manager's recommendations. Manager shall exercise its
commercially reasonable efforts to include the Project
in signage advertising rentals available to be placed at the Project during any lease-up period. Notwithstanding anything herein
to the contrary, in the event the Project name contains the trade names and/or trademarks “Bell Partners” or
“Bell” (collectively, the “Bell Brand Rights”), Owner shall not be entitled to any right, title or interest
of Manager in the Bell Brand Rights. Owner, at its cost, shall immediately cease using any Bell Brand Right and shall replace
all signage that contains a Bell Brand Right within thirty (30) days after the termination of this Agreement.


 




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It
is understood and agreed that Manager is not in the business of, and will not be providing alarm systems, guards, patrols and/or
similar services (the “Security Services”) to the Project. Owner may direct Manager, on the Owner’s behalf,
to separately contract with a company providing Security Services.


 


2.03
BUDGET


(a)
Attached hereto as Exhibit A is the Budget approved by the Owner for the stated portion of the current Fiscal Year. For
subsequent Fiscal Years, Manager shall submit the Budget for the ensuing Fiscal Year for Owner's approval no later than ninety
(90) days prior to the beginning of each successive Fiscal Year. The Budget shall be reasonably approved by Owner prior to December
31. In the event Owner disapproves the Budget, in whole or in part, Owner will provide edits for the Manager to make as
may be reasonably practicable. Until a complete new Budget is approved, Manager shall operate on the Budget or part thereof which
is approved and the disapproved items shall be governed by the like item approved for the prior Fiscal Year, with the exception
of expenses for personnel which may be reasonably increased based on existing competitive conditions unless the increase for personnel
is the item that is being disputed, in which case expenses for personnel will not be increased. The Budget shall reflect the schedule
of monthly rents proposed for the new Fiscal Year. It shall also constitute a major control under which Manager shall operate
the Project, and Manager shall make all reasonable efforts to ensure there are no substantial variances therefrom except for any
variations which are in compliance with this Section and Section 2.07(a). Consequently, no expenses may be incurred or commitments
made by Manager in connection with the maintenance and operation of the Project which exceed the amounts allocated to any particular
operating expense category (i.e. Payroll/Landscape / Security / Redecorating / Maintenance / Marketing / Administrative / Capital)
in the Budget for any month by more than the
lesser of (x) $5,000 or (y) ten percent (10%);
provided, however, that the foregoing limitation with respect to incurring any expense not covered by the Budget shall not apply
to expenses relating to taxes, insurance or utilities. Manager makes no guaranty, warranty or representation whatsoever in connection
with the Budgets or the operational results of owning the Project,
such being intended as estimates only. Manager will use its commercially
reasonable efforts to develop the Budget and manage the Project in accordance with the Budget.


 




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(b)
In the event there shall be a substantial variance of greater than 10% between the actual results of operations for any month
and the estimated results of operations for such month as set forth in the Budget, Manager shall furnish to Owner, within fifteen
(15) days after the expiration of such month, a written explanation as to reasons
for such variance. If substantial variances have occurred or are anticipated by Manager during the remainder of any Fiscal
Year, Manager shall prepare and submit to Owner a revised Budget covering the remainder of the Fiscal Year with an explanation
for the revision which revised Budget shall be subject to Owner’s approval, which shall not be unreasonably withheld, conditioned
or delayed.


 


2.04
PROJECT EMPLOYEES AND OTHER PERSONNEL


(a)
Manager shall hire, employ, instruct, pay, promote, direct, discharge and supervise the work of the Project employees
and shall supervise, through the Project employees,
the firing, promotion, discharge and work of all other operating and service employees performing services in, for or about the
Project, all in the name of Manager. All training and training-related travel and accommodations are a normal operating expense
and shall be budgeted and paid monthly as a Project expense. Manager shall be solely responsible for legal compliance concerning
the foregoing activities and shall indemnify and hold harmless Owner from employee claims and violations of law by Manager in
respect to employment matters. As some of the Project employees
may be required to reside at the Project and be available on a full-time basis in order to perform properly the duties
of his/her employment, it is further understood and agreed that to the extent contemplated in the Budget or with Owner’s
prior written approval, the Project employees (including
spouses or significant others and dependent children), in addition to salary and fringe benefits, may receive up to a 20% discount,
or rental concession on the normal rental rates for any unit such employee is required to occupy.


 


(b)
At all times, the Project employees shall at all times
be deemed solely employees of Manager. Owner shall reimburse Manager bi-weekly for the total aggregate compensation, including
salary and fringe benefits, payable with respect to the Project employees
and any temporary employees performing duties at the Project. The term “fringe” benefits, as used herein, shall
mean and include the employee's and employer’s contribution of FICA, unemployment compensation and other employment taxes,
workers' compensation, group life, accident and health insurance premiums, disability, vacation, holiday, and sick leave, 401(k)
contributions and other similar benefits paid or payable to employees on other projects operated by Manager. Any 401(k) employee
or employer contributions forfeited by the employee remain with the plan. The cost of such Project employees
shall be outlined and approved in the Budget. The compensation, payroll taxes, employee benefits, insurance, payroll and
administrative costs of such employees shall be considered a normal operating expense and shall be paid as a Project expense,
as provided and to the extent permitted in the Budget.


 






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2.05
CONTRACTS AND SUPPLIES 


Subject
to the Budget the Manager shall, in the name of and on behalf of Owner and at Owner's expense, consummate arrangements with unrelated
third party concessionaires, licensees, tenants or other intended users of the facilities of the Project, shall enter into contracts
for furnishing to the Project electricity, gas, water, steam, telephone, cleaning, vermin exterminators, furnace and air-conditioning
maintenance, security protection, pest control, landscaping, solid waste removal and any other utilities, services and concessions
which are provided in connection with the maintenance and operation of apartment projects
which are comparable to the Project and in accordance with standards comparable to those prevailing in other comparable
apartment projects, and shall place purchase orders for such equipment, tools, appliances, materials and supplies as are
reflected in the Budget and
necessary to maintain the Project. Manager will make a reasonable attempt to make all contracts
cancelable without penalty with no more than (30) days written notice.


 


In
the event that utility or power companies require a surety bond or other form of security in order to provide utilities, electrical
or other services to the Project, the Manager is authorized to obtain such bond at Owner’s sole expense. Manager may, in
its sole discretion, elect to guarantee, indemnify, defend and hold harmless those parties supplying such bonds or other form
of security (the “Surety”) for any premiums, liabilities, losses, costs, damages, attorney fees and other expenses,
including interest, which the Surety may sustain or incur by reason of, or in connection with, the issuance, renewal or continuation
of such bonds or other form of security. In such event, Owner will reimburse and indemnify Manager pursuant to Section 6.03 with
regard to the same.


 


2.06
MANAGER'S SERVICES


In
the performance of its duties under this Agreement, it
is agreed that Manager may enter into any contract on behalf of Owner with subsidiaries and affiliates of Manager for the furnishing
of supplies and services to the Project, including but not limited to the purchasing of furniture, operating equipment, operating
supplies, maintenance and landscaping services, and advertising, provided, however, that the net cost of such supplies and services
to Owner is competitive with such similar services or supplies customarily used in the industry, whose services or supplies are
reasonably available to the industry and whose services or supplies are reasonably available to the Project.


 


2.07
ALTERATIONS, REPAIRS AND MAINTENANCE


(a)
To the extent adequate funds are made available to Manager by Owner, Manager shall make or install, or cause to be made and installed
at Owner's expense and in the name of Owner, all necessary or desirable repairs, interior and exterior cleaning, painting and
decorating, plumbing, alterations, replacements, improvements and other normal maintenance and repair work on and to the Project
as are customarily made by Manager in the operation of apartment projects or are required by any lease; provided, however, that
no unbudgeted expenditures in excess of the lesser of 10% or $5,000 may be made for such purposes without the consent of the Owner.
Manager may make emergency repairs involving manifest danger to life or property which are immediately necessary for the preservation
of the safety of the Project, or for the safety of the tenants, or are required to avoid the suspension of any necessary service
to the Project, in which event such reasonable expenditures may be made by the Manager without prior approval and irrespective
of the cost limitations imposed by this Section 2.07, provided that Owner or its successor in interest is notified in a timely
manner and thereafter given written notice of such situation and such costs incurred.


 




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(b)
In accordance with the terms of the Budget, by Manager’s recommendation or upon Owner demand and/or approval (except in
the case of emergency), Manager shall, at Owner's expense, from time to time during the term hereof, make all required capital
replacements or repairs to the Project (“Capital Project”). For any Capital Projects, including but not limited to
Project improvements, rehab/renovation projects, and fire restoration, that cost more than $10,000 on an individual basis, Owner
shall pay Manager a Construction Management Fee equal to 5% of the total cost of the completed work, including both hard and soft
costs.


 


2.08
LICENSES AND PERMITS


Manager
shall, in a timely manner, apply for, and thereafter use commercially
reasonable efforts to obtain and maintain in the name and at the expense of Owner all licenses and permits (including deposits
and bonds) required of Owner or Manager in connection with the management and operation of the Project. Owner agrees to execute
and deliver any and all applications and other documents and to otherwise cooperate to the fullest extent with Manager in applying
for, obtaining and maintaining such licenses and permits.


 


2.09
COMPLIANCE WITH LAWS


Manager,
at Owner's expense, shall use its commercially reasonable
efforts to cause all acts and duties to be done in and about the Project to comply with all laws, regulations and requirements
of any federal, state, regional, county or municipal government, having jurisdiction respecting the use or manner of use of the
Project or the maintenance, alteration or operation thereof.


 


Owner
shall use its commercially reasonable efforts to cause
all acts and duties to be done in and about the Project to comply with all laws, regulations and requirements of any federal,
state, regional, county or municipal government having jurisdiction over the use or manner of use of the Project or the maintenance,
alteration or operation thereof.


 


2.10
LEGAL PROCEEDINGS


Manager
shall institute, in its own name or in the name of Owner, but in any event at the expense of Owner, any and all legal actions
or proceedings which Manager deems reasonable to collect charges, rent or other income from the Project, or to dispossess tenants
or other persons in possession, or to cancel or terminate any lease, license or concessions agreement for the breach thereof,
or default thereunder by any tenant, licensee or concessionaire. Any legal proceedings for which the costs are reasonably expected
to exceed the amounts budgeted in the Budget shall require the approval of the Owner.


 


2.11
DEBTS OF OWNER


In
the performance of its duties as Manager, Manager shall act solely as the representative of the Owner. All debts and liabilities
to third persons incurred by Manager in the course of its operation and management of the Project shall be the debts and liabilities
of the Owner only, and Manager shall not be liable for any such debts or liabilities.


 






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SECTION
3: MANAGEMENT FEES





 


3.01
MANAGEMENT FEE


The
Owner shall pay to Manager, during the term hereof, the Management
Fees for the previous month on or before the tenth (10th) day of each subsequent month; provided, however that with respect
to the Management Fee due for the last month of
the term hereof, such Management Fee shall be payable on
the last day of such month. Manager shall have the right to withdraw
the monthly Management Fee from the Operating Account established by Manager. 


 


3.02
PLACE OF PAYMENT


All
sums payable by Owner to Manager hereunder shall be payable to Manager at 300 N. Greene Street, Suite 1000, Greensboro, NC 27401,
unless the Manager shall, from time to time, specify a different address in writing.


 


SECTION
4: PROCEDURE FOR HANDLING RECEIPTS AND OPERATING CAPITAL


 


4.01
BANK DEPOSITS


All
monies received by Manager for or on behalf of Owner shall be deposited by Manager with the Depository. Manager shall maintain
separate accounts for such funds consistent with the system of accounting of the Project. All funds on deposit shall be managed
by Manager subject to the terms hereof. All monies of Owner held by Manager pursuant to the terms hereof shall be held by Manager
in trust for the benefit of Owner to be held and disbursed as herein provided and shall not, unless Owner otherwise has agreed
or directed, be commingled with the funds of any other project or person, including Manager or any affiliate of Manager.
In no event shall Manager be responsible for any loss to amounts on deposit caused by the insolvency or other similar event or
occurrence with respect to the Depository. 


 


4.02
SECURITY DEPOSIT ACCOUNT


Manager
shall comply with all applicable laws with respect to security deposits
paid by tenants. All security deposit funds held by Manager shall at all times be the property of Owner, subject to all
applicable laws with respect thereto. Upon commencement of this Agreement, the Owner authorizes the Manager to make withdrawals
therefrom for the purpose of returning them as required by the lease or by existing law.


 


4.02A
OPERATING ACCOUNT


Manager
shall deposit all Gross Receipts from the operations of the Project into an Operating Account, on which both Manager and Owner
shall be signatories and pay the normal operating expenses of the Project, including Manager’s fees, debt and taxes as directed.


 


4.03
DISBURSEMENT OF DEPOSITS


Manager
shall disburse and pay all funds on deposit on behalf of and in the name of Owner, in such amounts and at such times as the same
are required in connection with the ownership, maintenance and operation of the Project on account of all taxes, assessments and
charges of every kind imposed by any governmental authority having jurisdiction over the Project, and all costs and expenses of
maintaining, operating and supervising the operation of the Project, including, but not limited to,
the Management Fees due hereunder, salaries, fringe benefits and expenses of the Project employees,
insurance premiums, debt service, legal and accounting fees and the cost and expense of utilities, services, marketing, advertising
and concessions. To the extent there are insufficient funds to
pay all of such costs and expenses, Manager shall pay such of the foregoing items in the order and manner selected by Manager.
Nothing in this Agreement shall require the Manager to advance money on the Owner’s behalf.


 




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4.04
AUTHORIZED SIGNATURES


Any
persons from time to time designated by Manager and agreed to in writing by Owner shall be authorized signatories on all bank
accounts established by Manager hereunder and shall have authority to make disbursements from such accounts to the extent permitted
in this Section 4. Funds may be withdrawn from all bank accounts established by Manager, in accordance with this Section 4, only
upon the signature of an individual who has been granted that authority by Owner. Owner may at any time and at Owner's sole discretion
direct Manager to withdraw funds and make disbursements from such accounts, except all persons who are authorized signatories
or who in any way handle funds for the Project shall be bonded or covered by dishonesty insurance in the minimum amount of $100,000
per employee. At the beginning of each year and as new persons shall be designated authorized signatories, Manager shall provide
Owner with evidence of such bonding. Any expenses relating to such bond for on-site employees and for off-site employees shall
be borne by Manager.


 


SECTION
5: ACCOUNTING


 


5.01
BOOKS AND RECORDS


Manager,
on behalf of the Owner, shall keep all books and accounts pertaining to the Project in accordance with Generally Accepted Accounting
Principles in the US. The cutoff date of the accounting period shall be the last day of each calendar month. Manager, on behalf
of Owner, shall also supervise and direct the keeping of a comprehensive system of office records, books and accounts pertaining
to the Project. Such records shall be subject to examination, at the office where they are maintained, by Owner or its authorized
agents, attorneys and accountant at all reasonable business hours
and upon reasonable, advance notice to Manager.


 


5.02
PERIODIC STATEMENTS


(a)
On or before ten (10) days following the end of each calendar month, Manager shall deliver or cause to be delivered to Owner
its standard list of financial reports customarily provided to owners of properties it manages and such other items as set
forth on Exhibit B. This list is subject to change from time to time by Owner or Manager provided Manager shall
not substantively decrease the quality of the information provided.


 


(b)
Within fifteen (15) days after the end of such Fiscal Year, Manager will deliver to the Owner, an income and expense statement
as of Fiscal Year end, and the results of operation of the Project during the preceding Fiscal Year (anything contained herein
to the contrary notwithstanding, however, Manager shall not be obligated to prepare any of Owner's state or federal income tax
returns).


 




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(c)
In the event that Owner or Owner's Mortgagee(s) requires an audit, the Manager shall cooperate with the auditors in a timely manner
to complete the audit engagement. Also, Manager shall cooperate in a reasonable manner at the request of any indirect owner of
Owner and shall work in good faith with its designated representatives, accountants or auditors to enable compliance with its
public reporting, attestation, certification and other requirements under applicable securities laws and regulations, including
for testing internal controls and procedures.


 


(d)
Owner may request and Manager shall provide when available such monthly, quarterly and/or annual leasing and management reports
that relate to the operations of the Project as Manager customarily provides the owners of properties it manages.


 


5.03
EXPENSES


All
costs and expenses incurred in connection with the preparation of any statements, budgets, schedules, computations and other reports
required under this Section 5, or under any other provisions of this Agreement,
shall be borne by the Manager. Any costs and expenses incurred in connection with the preparation of any statement or report
not described in Exhibit B, as from time to time modified, shall be borne by Owner.


 


SECTION
6: GENERAL COVENANTS OF OWNER AND MANAGER


 


6.01
OPERATING EXPENSES


The
Owner shall be solely liable for the costs and expenses of maintaining and operating the Project that have been incurred by Owner
or Manager in accordance with the terms of this Agreement, and shall pay, or Manager shall pay on Owner's behalf, all such costs
and expenses, including, without limitation, the salaries of all Project employees;
provided, however, the Owner shall have no direct obligations to Project employees for salaries and fringe benefits as all Project
employees are employed solely by Manager and not by Owner. Owner covenants to pay all sums for operating expenses (including the
fees due Manager hereunder) in excess of Gross Receipts required to operate the Project upon written notice and demand from Manager
within fifteen (15) days after receipt of written notice. Nothing in this Agreement shall require Manager to advance funds on
Owner’s behalf, however if funds are advanced by Manager in the operation, or management of the Project, these funds will
be reimbursed by the Owner within thirty (30) days of submitting itemized invoices to the Owner. Owner further recognizes that
the Project may be operated in conjunction with other projects and that costs may be allocated or shared between such projects
on a more efficient and less expensive method of operation. In such regard, Owner consents to the allocation of costs and/or the
sharing of any expenses in an effort to save costs and operate the Project in a more efficient manner to be allocated in a manner
not prejudicial to Owner, provided that all such allocations are undertaken on the basis reflected in the Budget.


 


6.02
OWNER'S RIGHT OF INSPECTION AND REVIEW


Owner
and Owner's accountants, attorneys and agents have the right to enter upon any part of the Project at any reasonable time during
the Term of this Agreement for the purpose of examining or inspecting the Project or examining or making copies of books and records
of the Project. Any inspection shall be done with as little disruption to the business of the Project as possible. Books and records
of the Project shall be kept, as of the commencement date, at the Project or at the location where any central accounting and
bookkeeping services are performed by Manager but at all times shall be the property of Owner.


 




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6.03
INDEMNIFICATION AND HOLD HARMLESS BY OWNER


Except
for the gross negligence or willful misconduct of Manager (excluding any such gross negligence or willful misconduct undertaken
in connection with actions or policies which have been approved or required by Owner), Owner shall be obligated, whether named
as a defendant or not, to indemnify, hold harmless, and defend Manager (and Manager's partners, directors, shareholders, officers,
employees, and agents), with counsel reasonably satisfactory to Manager, from and against any and all liabilities, claims, causes
of action, suits, losses, demands and expenses whatsoever
including, but not limited to attorneys' fees, paralegal expenses and costs arising out of or in the connection with the ownership,
maintenance or operation of the Project or this Agreement or the
performance of Manager's agreements hereunder (collectively
“Claims”), including but not limited to, Claims involving the operation and maintenance of the Security Services,
matters in which Manager is acting under the express or implied directions of Owner, and the loss of use of property following
and resulting from damage or destruction. In all cases, Owner's Liability Insurance, as defined in Section 8.02 below, will be
required to cover all actions of Manager such that the
Owner's insurer agrees to provide Owner and Manager a defense (whether or not such defense is provided with a reservation of rights
by the insurer). The indemnification by Owner contained in this Section 6.03 is in addition to any other indemnification obligations
of Owner contained in this Agreement, and is not limited by or
to Owner's Liability Insurance. It is the intent of the parties hereto, however, to look first to Owner’s Liability Insurance
with respect to all Claims hereunder. 


 


6.04
INDEMNIFICATION BY MANAGER


Manager
shall indemnify Owner from and against all Claims for bodily injury
and property damage which (i) arise out of or are a result of the gross negligence or willful misconduct of Manager except
where attributable to actions or policies approved or required
by Owner and (ii) result in liability to Owner, including but not limited to, liability to Owner as a result of a final adjudication
or judgment on the merits by a court or arbitration proceeding and liability to Owner as a result of a good faith settlement by
Owner of such Claims. Manager shall have no obligation to furnish Owner with a defense or with counsel to defend any Claims which
may be asserted or made against Owner, regardless of the nature of the allegations. If, however, any such Claims result in liability
to Owner, Manager shall reimburse Owner for any attorneys' fees and costs actually and reasonably incurred by Owner to defend
the portion or portions of such Claims against Owner which arise out of or are a result of the gross negligence or willful misconduct
of Manager (except actions or policies approved or required by Owner).


 


6.05
SURVIVAL AND SCOPE OF INDEMNITY OBLIGATIONS


The
indemnification and hold harmless obligations of the parties in the Sections
6.03 and 6.04 shall survive the expiration or earlier termination of this Agreement. The
foregoing notwithstanding, the indemnification by Owner of Manager and its affiliates hereunder shall be solely with respect to
the performance of the Manager’s activities in its capacity as property manager under this Agreement and nothing herein
should be construed as limiting Manager’s and its affiliates’ liability under, or acting as an indemnity of Manager
and its affiliates for any liability such parties might have under, any other agreements, including under any guaranties provided
by such parties in connection with any financing secured by the Project or any organizational documents related to the Owner.


 




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SECTION
7: DEFAULTS AND TERMINATION RIGHTS


 


7.01
DEFAULT BY MANAGER


Manager
shall be deemed to be in default hereunder in the event Manager shall fail to keep, observe or perform any material covenant,
agreement, term or provision of this Agreement to be kept, observed or performed by Manager, and such default shall continue for
a period of, in the case of any default which can be cured by
the payment of a liquidated sum of money, ten (10) days and, in the case of all other defaults, thirty (30) days after
notice thereof by Owner to Manager.


 


7.02
REMEDIES OF OWNER


Upon
the occurrence of an event of default by Manager as specified in Section 7.01 hereof (any one or more, a “for cause”
event of default) , Owner shall have the right to pursue any remedy it may have at law or in equity
(provided that in no event shall Manager ever be liable to Owner for, and Owner hereby waives all rights to receive, punitive,
consequential or exemplary damages), it being expressly understood that although Owner has no further obligation to pay
any fee due hereunder, Manager shall remain liable for
any losses suffered as a result of Manager's default and the resulting termination of this Agreement.
Upon such termination, Manager shall deliver to Owner any funds, books and records of Owner then in the possession or control
of Manager and all accounts established by Manager for security deposits.


 


7.03
DEFAULTS BY OWNER


Owner
shall be deemed to be in default hereunder in the event Owner shall fail to keep, observe or perform any material covenant, agreement,
term or provision of this Agreement to be kept, observed or performed by Owner, and such default shall continue for a period of,
in the case of any default which can be cured by the payment of a liquidated sum of money, ten (10) days and, in the case of all
other defaults, thirty (30) days after notice thereof by Manager to Owner.


 


7.04
REMEDIES OF MANAGER


Upon
the occurrence of an event of default by Owner as specified in Section 7.03 hereof, Manager shall be entitled to terminate this
Agreement, and upon any such termination by Manager pursuant to this Section 7.04, Manager shall have the right to pursue any
remedy it may have at law or in equity (provided that in no event
shall Owner ever be liable to Manager for, and Manager hereby waives all rights to receive, punitive, consequential or exemplary
damages), except that Owner shall continue to be obligated to pay and perform all of its obligations which have accrued
as of the date of termination and provided further that the Management
Fee payable under Section 3.01 shall continue to be paid.


 


7.05
EXPIRATION OF TERM


Upon
the expiration of the Term hereof pursuant to Section 1.01 hereof, unless sooner terminated pursuant to Sections 7.02, 7.04, 7.06
or 9.09, Manager shall deliver to Owner all funds, including tenant security deposits, books and records of Owner then in possession
or control of Manager, save and except such sums as are then due and owing to Manager hereunder. In addition, within sixty (60)
days following expiration or termination of this Agreement, Manager shall deliver to Owner a final accounting, in writing, with
respect to the operations of the Project, which delivery obligation shall survive termination.


 




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7.06
TERMINATION WITHOUT CAUSE


This
Agreement shall be terminable by either party without cause
upon thirty (30) days prior written notice to the other. .


  


7.07
EFFECT OF TERMINATION


Upon
termination of this Agreement for any reason, neither the Owner, nor the Manager have any further rights or obligations under
this Agreement other than obligations accrued prior to the termination or by the express terms surviving this Agreement.


 


SECTION
8: INSURANCE AND INDEMNIFICATION


 


8.01
PROPERTY INSURANCE


Owner
shall cause to be placed and kept in force property damage
insurance in the amount of the full replacement cost of the Project,
and such other property insurance as Owner may elect,
at Owner's expense. Owner shall furnish to Manager appropriate endorsements and certificates of insurance.


 


8.02
OWNER'S LIABILITY INSURANCE


During
the Term of this Agreement, Owner, at Owner's expense, shall carry and maintain primary and non-contributory commercial general
liability insurance and blanket contractual liability insurance on an “occurrence” basis, naming Manager as an additional
insured (through endorsements in form and substance satisfactory
to Manager), with limits of not less than Three Million Dollars ($3,000,000.00) per occurrence (the “Owner's Liability
Insurance”). The Owner's Liability Insurance shall include coverage for losses arising from the ownership, management, and
operation of the Project.


 


Owner
shall provide to Manager a Certificate of Insurance evidencing such coverage from an insurance carrier with an A.M. Best Rating
of A VIII or higher reflecting that the Owner's Liability Insurance is effective in accordance with this section and that the
Owner's Liability Insurance will not be canceled without at least thirty (30) days prior written notice to Manager.


 


8.03
MANAGER'S LIABILITY INSURANCE


During
the Term of this Agreement, Manager, at Manager's expense, shall carry and maintain commercial general liability insurance in
the amount of $1 million per occurrence and $2 million in the aggregate for the benefit of Manager (the “Manager's Liability
Insurance”).


 


8.04
OWNER'S LIABILITY INSURANCE SHALL BE PRIMARY


In
connection with claims by third parties, as between Owner's Liability Insurance and Manager's Liability Insurance, Owner's Liability
Insurance shall for all purposes be deemed the primary and non-contributory coverage. No claim shall be made by Owner or its insurance
company under or with respect to any insurance maintained by Manager except in the event such claim is caused solely by gross
negligence (except actions or policies specifically approved or required by Owner) or willful misconduct (except actions or policies
specifically approved or required by Owner) on the part of Manager or Manager's employees.


 




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8.05
RENTER’S INSURANCE


If
at the direction of the Owner, Manager implements a renter’s insurance program at the Project whether it is a limited liability,
or limited liability and personal contents coverage policy, any such policy held by the resident shall not remove, replace, reduce,
or in any way modify the parties’ indemnification obligations herein or the requirements of Owner or Manager to provide
insurance and indemnification in accordance with Sections 6 and 8. Manager agrees to use best efforts to insure compliance on
the part of Project residents. Manager assumes no responsibility, liability or reduction in payment of its Management Fee as a
result of any expense incurred by Owner, including but not limited to payment by Owner of any insurance deductible amount, caused
by the failure of a resident to have renter’s insurance in place. This exclusion of liability on Manager’s part applies
whether the resident failed to procure renter’s insurance at the time of initial lease signing, at the time the resident’s
renter’s insurance policy came up for renewal, or at any other time.


 


8.06
VENDOR INSURANCE COMPLIANCE


At
no cost to the Owner, Owner agrees to utilize a Vendor Compliance Management Services Company to establish and manage vendor’s
insurance agreeable to Owner and Manager and approved by Manager.  Utilizing such a company to manage vendor Liability Insurance
Certificates and provide related services shall not remove, replace, reduce, or in any way modify the parties’ indemnification
obligations herein or the requirements of Owner or Manager to provide insurance and indemnification in accordance with Sections
6 and 8. Manager assumes no responsibility, liability or reduction in payment of its Management Fee, for property loss, personal
injury (including death) or denial of claims based on the status of a vendor’s policy whether its policy is amended, changed
or lapsed. Further, Manager assumes no responsibility for the Vendor Compliance Management Services Company beyond that required
under this Agreement.


 


8.07
WAIVER OF SUBROGATION


Each
insurance policy maintained by Owner or by Manager with respect to the Project shall contain a waiver of subrogation clause, so
that no insurers shall have any claim over or against Owner or Manager, as the case may be, by way of subrogation or otherwise,
with respect to any claims that are insured under such policy. All insurance relating to the Project shall be only for the benefit
of the party securing said insurance and all others named as insureds. Notwithstanding
any contrary provision of this Agreement, Owner
and Manager hereby release each other from and waive all
rights of recovery and claims under or through subrogation
or otherwise for any and all losses and damages to property to
the extent caused by a peril insured or insurable under
the policies of insurance required to be maintained under
this Agreement by the waiving party and agree that no insurer shall have a right to recover any amounts paid with respect
to any claim against Owner or Manager by subrogation, assignment or otherwise.


 






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8.08
HANDLING CLAIMS








Manager
shall report within a reasonable amount of time to Owner all accidents and claims of which it is aware for damage and injury relating
to the ownership, operation, and maintenance of the Project and any damage or destruction to the Project coming to the attention
of Manager and will assist Owner in Owner's attempts to comply
with all reporting and cooperation provisions in all applicable policies. Manager is authorized to settle on Owner's behalf any
and all claims against property insurers not in excess of $1,500, which includes authority for the execution of proof of loss,
the adjustment of losses, signing of receipts, and the collection of money. If the claim is greater than $1,500, Manager shall
act only with the prior written approval of Owner.


 


8.09
AUTOMOBILE INSURANCE.


Manager,
at its expense which is not reimbursable, shall carry and maintain business auto liability insurance covering owned, non-owned
and hired vehicles with a limit of not less than $1,000,000 per accident.


 


8.10
WORKERS' COMPENSATION INSURANCE


Manager
shall cause to be placed and kept in force workers' compensation insurance in compliance with all applicable federal, state, and
local laws and regulations covering all employees of Manager and employer liability insurance with a limit of at least $12 million
and Manager shall furnish Owner certificates of same. Owner shall reimburse Manager for its expense on the basis of Manager's
current workers' compensation rates, the payroll of the Project, and Manager's current premium discounts. This will include any
increased expense derived from subsequent audits. In the event subsequent audits result in an increase in Manager's Workers' Compensation
costs, then Owner shall reimburse Manager for the increased amount.


 


8.11
DISHONESTY INSURANCE


Manager,
at its expense which is not reimbursable, shall furnish employee dishonesty insurance with limits of at least $1,000,000 per loss
and in an amount sufficient to cover all employees (whether on-site or off-site) employed by Manager who shall be responsible
for handling any moneys belonging to Owner that come under custody or control of Manager.


 


8.12
ENVIRONMENTAL INDEMNIFICATION


Owner
agrees to defend, indemnify, and hold harmless Manager and Manager's partners, directors, shareholders, officers, employees and
agents, against and from any and all actions, administrative proceedings, causes of action, charges, claims, commissions, costs,
damages, decrees, demands, duties, expenses, fees, fines, judgments, liabilities, losses, obligations, orders, penalties, recourses,
remedies, responsibilities, rights, suits, and undertakings of every nature and kind whatsoever, including, but not limited to,
attorneys' fees and litigation expenses, from the presence of Hazardous Substances (as defined below) on, under or about the Project.
Without limiting the generality of the foregoing, the indemnification provided by this paragraph shall specifically cover costs
incurred in connection with any investigation of site conditions or any remediation, removal or restoration work required by any
federal, state or local governmental agency because of the presence of Hazardous Substances in, on, under or about the Project,
except to the extent that the Hazardous Substances are present as a result of gross negligence, criminal activity, or any willful
misconduct of Manager or its employees. For purposes of this section, “Hazardous Substances” shall mean all substances
defined as hazardous materials, hazardous wastes, hazardous substances, or extremely hazardous waste under any federal, state
or local law or regulation. The foregoing notwithstanding, the
indemnification by Owner of Manager and its affiliates hereunder with respect to Hazardous Materials shall be solely with respect
to the performance of the Manager’s activities in its capacity as property manager and nothing herein should be construed
as limiting Manager’s and its affiliates’ liability under, or acting as an indemnity of Manager and its affiliates
for any liability such parties might have under, any other agreements with respect to Hazardous Materials, including under any
guaranties provided by such parties in connection with any financing secured by the Project or any organizational documents related
to the Owner.


 




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SECTION
9: MISCELLANEOUS PROVISIONS


 


9.01
GOVERNING LAW


This
Agreement shall be governed by and construed and interpreted in accordance with the laws of the State where the Project is located.
Manager represents that, to the extent required, it has qualified to do business in the State where the Project is located in
connection with all actions based on or arising out of this Agreement.


 


9.02
NOTICES


All
notices, demands, requests or other communications required or permitted to be given hereunder must be sent by (i) personal delivery,
(ii) FedEx or a similar nationally recognized overnight courier service, or (iii) certified mail, return receipt requested. Any
such notice, request, demand, tender or other communication shall be deemed to have been duly given: (a) if served in person,
when served; (b) if by overnight courier, on the first Business Day after delivery to the courier; or (c) if by certified mail,
return receipt requested, upon receipt. Rejection or other refusal to accept, or inability to deliver because of changed address
or facsimile number of which no notice was given, shall be deemed to be receipt of such notice, request, demand, tender or other
communication. Any party hereto may at any time by giving ten (10) days written notice to the other party hereto designate any
other address in substitution of the foregoing address to which such notice or communication shall be given.


 





	OWNER:	c/o Bluerock Real Estate, L.L.C.
	 	70 East 55th Street, 9th Floor
	 	New York, New York 10022
	 	Attention:  R. Ramin Kamfar
	 	 
	 	with a copy to:
	 	 
	 	c/o Bluerock Real Estate, L.L.C.
	 	70 East 55th Street, 9th Floor
	 	New York, New York 10022
	 	Attention:  Michael Konig, Esq.


 


	MANAGER:	Chief Operating Officer
	 	Bell Partners Inc.
	 	300 N. Greene Street, Suite 1000
	 	Greensboro, NC  27401




 






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9.03
SEVERABILITY








If
any term, covenant or condition of this Agreement or the
application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement
or such other documents, or the application of such term, covenant or condition to persons or circumstances other than
those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term, covenant or condition of
this Agreement or such other documents shall be valid and shall be enforced to the fullest extent permitted by law.


 


9.04
NO JOINT VENTURE OR PARTNERSHIP


Owner
and Manager hereby agree that nothing contained herein or in any document executed in connection herewith shall be construed as
making Manager and Owner joint venturers or partners. In no event shall Manager have any obligation or liability whatsoever with
respect to any debts, obligations or liabilities of Owner or vice versa, except as set forth herein or as set forth in any separate
agreement signed by Manager.


 


9.05
MODIFICATION TERMINATION


This
Agreement terminates any and all prior management
agreements between Owner and Manager relating to the Project, and any amendment, modification, termination or release hereof may
be effected only by a written document executed by Manager and Owner.


 


9.06
ATTORNEYS' FEES


Should
either party be required to employ an attorney or attorneys to enforce any of the provisions hereof or to protect its interest
in any manner arising under this Agreement, or to recover
damages for the breach of this Agreement, the non-prevailing
party in any actions (the finality of which is not legally contested) agrees to pay to the prevailing party all reasonable costs,
damages and expenses, including attorneys' fees expended or incurred in connection therewith. Each party is responsible for its
own appellate fees and costs, if any.


 


9.07
TOTAL AGREEMENT


This
Agreement is a total and complete integration of any and
all undertakings existing between Manager and Owner and supersedes any prior oral or written agreements, promises or representations
between them regarding the subject matter hereof.


 


9.08
APPROVALS AND CONSENTS


If
any provision hereof requires the approval or consent of Owner or Manager to any act or omission, such approval or consent shall
not be unreasonably withheld or delayed.


 


9.09
CASUALTY


In
the event that the Project, or any portion thereof, is substantially or totally damaged or destroyed by fire, tornado, windstorm,
flood or other casualty during the term of this Agreement, Manager or Owner may terminate this Agreement upon giving the other
party written notice of termination on or before the date which is thirty (30) days after the date of such casualty. In the event
of termination pursuant to this Section 9.09, neither party hereto shall have any further liability hereunder.


 






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9.10
SPECIAL AGREEMENTS








Notwithstanding
Manager’s review of and recommendations in respect to capital repairs and replacements for the Project, Owner acknowledges
that Manager is not an architect or engineer, and that all capital repairs, replacements and other construction in the Project
will be designed and performed by independent architects, engineers and contractors. Accordingly, Manager does not guarantee or
warrant that the construction documents for such work will comply with applicable law or will be free from errors or omissions,
nor that any such work will be free from defects, and Manager will have no liability therefor. In the event of such errors, omissions,
or defects, Manager will use reasonable efforts to cooperate in any action Owner desires to bring against such parties. Notwithstanding
any contrary provision hereof, Owner agrees that no partner, agent, director, member, officer, shareholder, or affiliate of Manager
shall be personally liable to Owner or anyone claiming by, through or under Owner, by reason of any default by Manager under this
Agreement, any obligation of Manager to Owner, or for any amount that may become due to Owner by Manager under the terms of this
Agreement otherwise. Notwithstanding any contrary provision hereof, Manager agrees that no partner, agent, director, member, manager,
officer, shareholder, or affiliate of Owner shall be personally liable to Manager or anyone claiming by, through or under Manager,
by reason of any default by Owner under this Agreement, any obligation of Owner to Manager, or for any amount that may become
due to Manager by Owner under the terms of this Agreement otherwise. The foregoing notwithstanding nothing herein shall be construed
as limiting the personal liability of Owner, its partners, agents, directors, members, managers, officers, shareholders or affiliates
under any separate agreement between such party and Manager or anyone claiming by, through or under Manager. 


 


9.11
COMPETITIVE PROJECTS


Manager
may, individually or with others, provide management services
in regard to and possess an interest in any other projects and ventures of every nature and description, including, but
not limited to, the ownership, financing, leasing, operation, management, brokerage, development and sale of real property and
apartment projects other than the Project, whether or not such other ventures or projects are competitive with the Project, and
Owner shall not have any right to the income or profits derived therefrom.


 


9.12
SUCCESSORS AND ASSIGNS


This
Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their permitted successors and assigns.
Either Manager or Owner may assign this Agreement upon obtaining the other party's prior written consent, provided that no consent
shall be required for assignment to any mortgagee of Owner in connection with any financing procured by Owner and secured by the
Project.


 


9.13
WAIVER OF JURY TRIAL.


Owner
and Manager hereby knowingly, voluntarily and intentionally, to the extent permitted by law, waive the right to a trial by jury
in respect of any litigation based on, arising out of, under or in connection with this Agreement or any documents contemplated
to be executed in connection herewith or any course of conduct, course of dealings, statements (whether oral or written) or actions
of either party arising out of or related in any manner to the Project (including, without limitation, any action to rescind or
cancel this Agreement or any claims or defenses asserting that this Agreement was fraudulently induced or is otherwise void or
voidable). This waiver is a material inducement for the Owner to enter into and accept this Agreement. Owner and Manager agree
that should issues arise that would have required litigation; they mutually agree to resolve them via arbitration.


 




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SECTION 10: SIGNATURES


 


IN WITNESS WHEREOF, the parties
hereto have executed this Management Agreement as of the day and year first above written.


 


	MANAGER:	BELL PARTNERS INC.


 


	 	By:	/s/ Jonathan D. Bell	 
	 	 	 	 
	 	Name:	Jonathan D. Bell	 
	 	 	 	 
	 	Title:	President	 


 


	OWNER:	BELL BR WATERFORD CROSSING JV, LLC, a Delaware limited liability company


 


	 	By:	BR WATERFORD JV MEMBER, LLC, a Delaware limited liability company, its co-manager


 


	 	By:	Bluerock Special Opportunity + Income Fund, LLC, a co-manager


 


By:         Bluerock
Real Estate, L.L.C., a Delaware limited liability company, its manager


 


	 	By:	/s/ Jordan Ruddy	 
	 	Name:  	Jordan Ruddy	 
	 	Title:  	President	 


 


	 	By:	Bluerock Special Opportunity + Income Fund II, LLC, a co-manager


 


By:         BR
SOIF II Manager, LLC, a Delaware limited liability company, its manager


 


	 	By:	/s/ Jordan Ruddy	 
	 	Name:  	Jordan Ruddy	 
	 	Title:  	President	 


 


BELL HNW NASHVILLE PORTFOLIO,
LLC, 


a NC limited liability company


 


		By:	Bell Partners Inc., a North Carolina corporation, its Manager



 


	 	By:	/s/ Jonathan D. Bell	 
	 	Name:  	Jonathan D. Bell	 





	 	Title:	President 	 





 






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EXHIBIT “A”


2012 BUDGET


 


 


 






    	 



    	 



    

 


 


 


 






    	 



    	 



    

 


 


 


 


 






    	 



    	 



    

 


 


 


 






    	 



    	 



    

 


 


 


 






    	 



    	 



    

 


 


 



    	 



    	 



    

 


 





 


 


 




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EXHIBIT B 


MONTHLY REPORTS


 


		1.	Balance Sheet, including monthly comparison and comparison to year end (if applicable)



		2.	Budget Comparison, including month-to-date and year-to-date variances- Detailed Income Statement, including prior 12 months



		3.	Profit and loss statement compared to budget with narrative for any large fluctuations compared to budget



		4.	Trial Balance that includes mapping of the accounts to the financial statements



		5.	Account reconciliations for each balance sheet account within the trial balance. — Detailed support for each account
reconciliation including the following:



		a.	Detail Accounts Payable Aging Listing — 0-30 days, 31-60 days, 61-90 days and over 90 days



		b.	Detail Accounts Receivable Delinquency Aging Report - 0-30 days, 31-60 days, 61- 90 days, over 90 days and prepayments



		c.	Fixed asset roll-forward and support (invoices and checks) for any new acquisition/additions and/or
support for any disposals to fixed assets. Purchases will be accounted for using Bluerock's capitalization policy.



		6.	Security Deposit Activity



		7.	Mortgage Statement



		8.	Monthly Management Fee Calculation



		9.	Monthly Distribution Calculation



		10.	General Ledger, with description and balance detail



		11.	Monthly Check Register including copies of all checks disbursed and copies of cancelled checks.



		12.	Market Survey, including property comparison, trends, and concessions



		13.	Rent Roll



		14.	Monthly Reporting and evidence of withdrawal, if any, of any Operating Reserve Account and
Capital Expense Reserve Account, including, but not limited to, any calculations evidencing shortfalls payable and calculations
regarding the 60 day maintenance (as defined in Section 4.04 of the Agreement)



		15.	Variance Report, including the following:



		a.	Cap Ex Summary and Commentary



		b.	Monthly Income/Expense Variance with notes



		c.	Yearly Income/Expense Variance with notes



		d.	Occupancy Commentary



		e.	Market/Competition Commentary



		f.	Rent Movement/Concessions Commentary



		g.	Crime Commentary



		h.	Staffing Commentary



		i.	Operating Summary, with leasing and traffic reporting -Other reasonable reporting, as requested (e.g. Renovation/Rehab report).



 


[1]         Budget Comparison shall
include (1) an unaudited income and expense statement showing the results of operation of the Project for the preceding calendar
month and the Fiscal Year to-dale; (ii) a comparison of monthly line item actual income and expenses with the monthly line item
income and expenses projected in the Budget. The balance sheet will show the cash balances for reserves and operating accounts
as of the cut-off date for such month.


  




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