Exhibit 10.37


 


Marquis at Cascade II


f/k/a The Mansions at The Cascades II


 


ASSUMPTION AND RELEASE AGREEMENT


 


This ASSUMPTION AND
RELEASE AGREEMENT (“Agreement”) is dated as of June 9, 2017, by and among BRE MF CASCADES II LLC, a Delaware
limited liability company (“Transferor”), BR CWS CASCADES II OWNER, LLC, a Delaware limited liability company
(“Transferee”), BRE APARTMENT HOLDINGS LLC, a Delaware limited liability company (“Original Guarantor”),
STEVEN J. SHERWOOD and THE STEVEN SHERWOOD TRUST, ESTABLISHED SEPTEMBER 8, 1994 (“New Guarantor”) and FANNIE
MAE, a corporation duly organized under the Federal National Mortgage Association Charter Act, as amended, 12 U.S.C. §1716
et seq. and duly organized and existing under the laws of the United States (“Fannie Mae”).


 


RECITALS: 


 


A.           Pursuant
to that certain Multifamily Loan and Security Agreement dated as of May 27, 2014, executed by and between Transferor and Wells
Fargo Bank, National Association, a national banking association (“Original Lender”) (as amended, restated, replaced,
supplemented or otherwise modified from time to time, the “Loan Agreement”), Original Lender made a loan to Transferor
in the original principal amount of Twenty-Three Million One Hundred Seventy-Five Thousand and 00/100 Dollars ($23,175,000.00)
(the “Mortgage Loan”), as evidenced by, among other things, that certain Multifamily Note dated as of May 27,
2014, executed by Transferor and made payable to Original Lender in the amount of the Mortgage Loan (as amended, restated, replaced,
supplemented or otherwise modified from time to time, the “Note”), which Note has been assigned to Fannie Mae.
The current servicer of the Mortgage Loan is Wells Fargo Bank, National Association, a national banking association (“Loan
Servicer”).


 


B.           In
addition to the Loan Agreement, the Mortgage Loan and the Note are secured by, among other things, (i) a Multifamily Mortgage,
Deed of Trust or Deed to Secure Debt dated as of May 27, 2014 and recorded May 28, 2014 as Document Number 2014-20701 in the land
records of Smith County, Texas (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Security
Instrument”) encumbering the land as more particularly described in Exhibit A attached hereto (the “Mortgaged
Property”); and (ii) an Environmental Indemnity Agreement by Transferor for the benefit of Original Lender dated as of
the date of the Loan Agreement (the “Environmental Indemnity”).


 


C.           The
Security Instrument has been assigned to Fannie Mae pursuant to that certain Assignment of Multifamily Mortgage, Deed of Trust
or Deed to Secure Debt dated as of May 27, 2014 and recorded May 28, 2014 as Document Number 2014-20702 in the land records of
Smith County, Texas.


 


D.           The
Loan Agreement, the Note, the Security Instrument, the Environmental Indemnity and any other documents executed in connection with
the Mortgage Loan, including but not limited to those listed on Exhibit B to this Agreement, are referred to collectively
as the “Loan Documents.” Transferor is liable for the payment and performance of all of Transferor’s obligations
under the Loan Documents.


 


	Assumption and Release Agreement	Form 6625	Page 1
	Fannie Mae	08-13	© 2013 Fannie Mae



 



     


     


    

 


E.           Original
Guarantor is liable under the Guaranty of Non-Recourse Obligations dated as of May 27, 2014 (the “Guaranty”). The
Loan Documents, the Guaranty and the Interest Rate Cap Reserve and Security Agreement dated as of May 27, 2014, by Transferor and
Original Lender (the “Original Interest Rate Cap Agreement”) are referred to collectively as the “Original
Loan Documents”.


 


F.           Each
of the Loan Documents has been duly assigned or endorsed to Fannie Mae.


 


G.           Fannie
Mae has been asked to consent to (i) the transfer of the Mortgaged Property to Transferee and the assumption by Transferee of the
obligations of Transferor under the Loan Documents (the “Transfer”) and (ii) the release of Original Guarantor
from its obligations under the Guaranty.


 


H.           Fannie
Mae has agreed to consent to the Transfer subject to the terms and conditions stated below.


 


AGREEMENTS: 


 


NOW, THEREFORE,
in consideration of the mutual covenants in this Agreement and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as follows:


 


		1.	Recitals.



 


The recitals set forth above are incorporated herein
by reference.


 


		2.	Defined Terms.



 


Capitalized
terms used and not specifically defined herein have the meanings given to such terms in the Loan Agreement. The following terms,
when used in this Agreement, shall have the following meanings:


 


“Amended Loan Agreement”
means either (a) the Amendment to Multifamily Loan and Security Agreement executed by Transferee and Fannie Mae dated as of
even date herewith, together with the Loan Agreement, or (b) the Amended and Restated Multifamily Loan and Security Agreement executed
by Transferee and Fannie Mae dated as of even date herewith.


 


“Claims” means any and
all possible claims, demands, actions, costs, expenses and liabilities whatsoever, known or unknown, at law or in equity, originating
in whole or in part, on or before the date of this Agreement, which Transferor, Original Guarantor, or any of their respective
partners, members, officers, agents or employees, may now or hereafter have against the Indemnitees, if any and irrespective of
whether any such claims arise out of contract, tort, violation of laws, or regulations, or otherwise in connection with any of
the Loan Documents, including, without limitation, any contracting for, charging, taking, reserving, collecting or receiving interest
in excess of the highest lawful rate applicable thereto and any loss, cost or damage, of any kind or character, arising out of
or in any way connected with or in any way resulting from the acts, actions or omissions of the Indemnitees, including any requirement
that the Loan Documents be modified as a condition to the transactions contemplated by this Agreement, any charging, collecting
or contracting for prepayment premiums, transfer fees, or assumption fees, any breach of fiduciary duty, breach of any duty of
fair dealing, breach of confidence, breach of funding commitment, undue influence, duress, economic coercion, violation of any
federal or state securities or Blue Sky laws or regulations, conflict of interest, negligence, bad faith, malpractice, violations
of the Racketeer Influenced and Corrupt Organizations Act, intentional or negligent infliction of mental distress, tortious interference
with contractual relations, tortious interference with corporate governance or prospective business advantage, breach of contract,
deceptive trade practices, libel, slander, conspiracy or any claim for wrongfully accelerating the Note or wrongfully attempting
to foreclose on any collateral relating to the Mortgage Loan, but in each case only to the extent permitted by applicable law.


 





	Assumption and Release Agreement	Form 6625	Page 2
	Fannie Mae	08-13	© 2013 Fannie Mae





 




     


     


    

 


“Indemnitees” means, collectively,
Original Lender, Fannie Mae, Loan Servicer and their respective successors, assigns, agents, directors, officers, employees and
attorneys, and each current or substitute trustee under the Security Instrument.


 


“Transfer Fee” means $231,750.00.


 


		3.	Assumption of Transferor’s Obligations.



 


Transferor hereby assigns
and Transferee hereby assumes all of the payment and performance obligations of Transferor set forth in the Note, the Security
Instrument, the Loan Agreement, and the other Loan Documents in accordance with their respective terms and conditions, as the same
may be modified from time to time, including payment of all sums due by Transferor under the Loan Documents. Transferee further
agrees to abide by and be bound by all of the terms of the Loan Documents, all as though each of the Loan Documents had been made,
executed and delivered by Transferee.


 


		4.	Release of Transferor and Original Guarantor.



 


In reliance on Transferor’s,
Original Guarantor’s and Transferee’s and New Guarantor’s representations and warranties in this Agreement, Fannie Mae releases
Transferor and Original Guarantor from all of their respective obligations under the Original Loan Documents, provided, however,
that Transferor is not released from any liability pursuant to this Agreement, or the Environmental Indemnity, and Original Guarantor
is not released from any liability pursuant to this Agreement or the Guaranty with respect to guaranteed obligations of Transferor
under the Environmental Indemnity, in each case which liability arises and accrues prior to the date hereof, regardless of when
such liability is discovered. If any material element of the representations and warranties made by Transferor and Original Guarantor
contained herein is false as of the date of this Agreement, then the release set forth in this Section 4 will be deemed modified
as of the date of this Agreement and Transferor and Original Guarantor will remain obligated under the Original Loan Documents
with respect to liability for such material element as though there had been no such release with respect thereto.


 


		5.	Transferor’s and Original Guarantor’s Representations
and Warranties.



 


Transferor and Original
Guarantor represent and warrant to Fannie Mae as of the date of this Agreement that:


 


(a)          the
Note has an unpaid principal balance of $23,175,000.00 and prior to default currently bears interest at the Adjustable Rate;


 


(b)          the
Loan Documents require that monthly payments in the amount of the Monthly Debt Service Payment be made on or before the first (1st)
day of each month, continuing to and including the Maturity Date, when all sums due under the Loan Documents will be immediately
due and payable in full;


 





	Assumption and Release Agreement	Form 6625	Page 3
	Fannie Mae	08-13	© 2013 Fannie Mae


 




     


     


    

 


(c)          there
are no defenses, offsets or counterclaims to the Note, the Security Instrument, the Loan Agreement, the Guaranty or the other Loan
Documents;


 


(d)          there
are no defaults by Transferor under the provisions of the Note, the Security Instrument, the Loan Agreement, the Guaranty or the
other Loan Documents;


 


(e)          all
provisions of the Note, the Security Instrument, the Loan Agreement, the Guaranty and other Loan Documents are in full force and
effect; and


 


(f)          there
are no subordinate liens covering or relating to the Mortgaged Property, nor are there any mechanics’ liens or liens for unpaid
taxes or assessments encumbering the Mortgaged Property, nor has notice of a lien or notice of intent to file a lien been received
except for mechanics’ or materialmen’s liens which attach automatically under the laws of the Governmental Authority upon the commencement
of any work upon, or delivery of any materials to, the Mortgaged Property and for which Transferor is not delinquent in the payment
for any such services or materials.


 


		6.	Transferee’s and New Guarantor’s Representations and
Warranties.



 


Transferee and New
Guarantor represent and warrant to Fannie Mae as of the date of this Agreement that neither Transferee nor any New Guarantor has
any knowledge that any of the representations made by Transferor and Original Guarantor in Section 5 above are not true and correct.


 


		7.	Consent to Transfer.



 


(a)          Fannie
Mae hereby consents to the Transfer and to the assumption by Transferee of all of the obligations of Transferor under the Loan
Documents, subject to the terms and conditions set forth in this Agreement. Fannie Mae’s consent to the transfer of the Mortgaged
Property to Transferee is not intended to be and shall not be construed as a consent to any subsequent transfer which requires
Lender’s consent pursuant to the terms of the Loan Agreement.


 


(b)          Transferor,
Transferee, New Guarantor and Original Guarantor understand and intend that Fannie Mae will rely on the representations and warranties
contained herein.


 


		8.	Intentionally Omitted.



 


		9.	Amendment and Modification of Loan Documents.



 


As additional consideration
for Fannie Mae’s consent to the Transfer as provided herein, Transferee, New Guarantor and Fannie Mae hereby agree to a modification
and amendment of the Loan Documents as set forth in this Agreement and in the Amended Loan Agreement.


 


(a)          Amendment
and Modification of Security Instrument. The Security Instrument is modified as shown on Exhibit C attached to
this Agreement.


 


		10.	Consent to Key Principal Change.



 


The parties hereby
agree that the party identified as the Key Principal in the Loan Agreement is hereby changed to Steven J. Sherwood, The Steven
Sherwood Trust, Established September 8, 1994, and Bluerock Residential Growth REIT, Inc.


 





	Assumption and Release Agreement	Form 6625	Page 4
	Fannie Mae	08-13	© 2013 Fannie Mae


 




     


     


    

 


		11.	Limitation of Amendment.



 


Except as expressly
stated herein and in the Amended Loan Agreement, all terms and conditions of the Loan Documents, including the Loan Agreement,
Note and Security Instrument, shall remain unchanged and in full force and effect.


 


		12.	Further Assurances.



 


Transferee and New
Guarantor agree at any time and from time to time upon request by Fannie Mae to take, or cause to be taken, any action and to execute
and deliver any additional documents which, in the opinion of Fannie Mae, may be necessary in order to assure to Fannie Mae the
full benefits of the amendments contained in this Agreement.


 


		13.	Modification.



 


This Agreement and
the Amended Loan Agreement embody and constitute the entire understanding among the parties with respect to the transactions contemplated
herein, and all prior or contemporaneous agreements, understandings, representations, and statements, oral or written, are merged
into this Agreement. Neither this Agreement nor any provision hereof may be waived, modified, amended, discharged, or terminated
except by an instrument in writing signed by the party against which the enforcement of such waiver, modification, amendment, discharge,
or termination is sought, and then only to the extent set forth in such instrument. Except as expressly modified by this Agreement
and the Amended Loan Agreement, the Loan Documents shall remain in full force and effect and this Agreement shall have no effect
on the priority or validity of the liens set forth in the Security Instrument or the other Loan Documents, which are incorporated
herein by reference. Transferee and New Guarantor hereby ratify the agreements made by Transferor and Original Guarantor to Fannie
Mae in connection with the Mortgage Loan and agree(s) that, except to the extent modified hereby and in the Amended Loan Agreement,
all of such agreements remain in full force and effect.


 


		14.	Priority; No Impairment of Lien.



 


Nothing set forth herein
shall affect the priority, validity or extent of the lien of any of the Loan Documents, nor, except as expressly set forth herein,
release or change the liability of any party who may now be or after the date of this Agreement, become liable, primarily or secondarily,
under the Loan Documents.


 


		15.	Costs.



 


Transferee and Transferor
agree to pay all fees and costs (including attorneys’ fees) incurred by Fannie Mae and the Loan Servicer in connection with Fannie
Mae’s consent to and approval of the Transfer, and the Transfer Fee in consideration of the consent to that transfer.


 


		16.	Financial Information.



 


Transferee and New
Guarantor represent and warrant to Fannie Mae that all financial information and information regarding the management capability
of Transferee and New Guarantor provided to the Loan Servicer or Fannie Mae was true and correct as of the date provided to the
Loan Servicer or Fannie Mae and remains materially true and correct as of the date of this Agreement.


 





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	Fannie Mae	08-13	© 2013 Fannie Mae


 




     


     


    

 


		17.	Indemnification.



 


(a)          Transferee
and Transferor and Original Guarantor and New Guarantor each unconditionally and irrevocably releases and forever discharges the
Indemnitees from all Claims, agrees to indemnify the Indemnitees, and hold them harmless from any and all claims, losses, causes
of action, costs and expenses of every kind or character in connection with the Claims or the transfer of the Mortgaged Property.
Notwithstanding the foregoing, Transferor and Original Guarantor shall not be responsible for any Claims arising from the action
or inaction of Transferee and New Guarantor, and Transferee and New Guarantor shall not be responsible for any Claims arising from
the action or inaction of Transferor or Original Guarantor.


 


(b)          This
release is accepted by Fannie Mae and Loan Servicer pursuant to this Agreement and shall not be construed as an admission of liability
on the part of any party.


 


(c)          Each
of Transferor and Transferee and Original Guarantor and New Guarantor hereby represents and warrants that it has not assigned,
pledged or contracted to assign or pledge any Claim to any other person.


 


		18.	Non-Recourse.



 


Solely respecting the
Transferee and the New Guarantor, and without limitation on Section 4 respecting the Transferor and the Original Guarantor, Article
3 (Personal Liability) of the Loan Agreement is hereby incorporated herein as if fully set forth in the body of this Agreement.


 


		19.	Governing Law; Consent to Jurisdiction and Venue.



 


Section 15.01 (Governing
Law; Consent to Jurisdiction and Venue) of the Loan Agreement is hereby incorporated herein as if fully set forth in the body of
this Agreement.


 


		20.	Notice.



 


		(a)	Process of Serving Notice.



 


All notices under this Agreement shall be:


 


(1)           in
writing and shall be:


 


(A)         delivered,
in person;


 


(B)         mailed,
postage prepaid, either by registered or certified delivery, return receipt requested;


 


(C)         sent
by overnight courier; or


 


(D)         sent
by electronic mail with originals to follow by overnight courier;


 


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


 


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


 





	Assumption and Release Agreement	Form 6625	Page 6
	Fannie Mae	08-13	© 2013 Fannie Mae


 




     


     


    

 


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


 


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


 


		(b)	Change of Address.



 


Any party to this Agreement
may change the address to which notices intended for it are to be directed by means of notice given to the other parties to this
Agreement in accordance with this Section 20.


 


		(c)	Default Method of Notice.



 


Any required notice
under this Agreement which does not specify how notices are to be given shall be given in accordance with this Section 20.


 


		(d)	Receipt of Notices.



 


No party to this Agreement
shall refuse or reject delivery of any notice given in accordance with this Agreement. Each party is required to acknowledge, in
writing, the receipt of any notice upon request by the other party.


 


		21.	Counterparts.



 


This Agreement may
be executed in any number of counterparts, each of which shall be considered an original for all purposes; provided, however, that
all such counterparts shall constitute one and the same instrument.


 


		22.	Severability; Entire Agreement; Amendments.



 


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


 


		23.	Construction.



 


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


 


(b)          Any
reference in this Agreement to an “Exhibit” or “Schedule” or a “Section” or an “Article”
shall, unless otherwise explicitly provided, be construed as referring, respectively, to an exhibit or schedule attached to this
Agreement or to a Section or Article of this Agreement. All exhibits and schedules attached to or referred to in this Agreement,
if any, are incorporated by reference into this Agreement.


 


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


 





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	Fannie Mae	08-13	© 2013 Fannie Mae


 




     


     


    

 


(d)          Use
of the singular in this Agreement includes the plural and use of the plural includes the singular.


 


(e)          As
used in this Agreement, the term “including” means “including, but not limited to” or “including, without
limitation,” and is for example only and not a limitation.


 


(f)          Whenever
a party’s knowledge is implicated in this Agreement or the phrase “to the knowledge” of a party or a similar phrase is
used in this Agreement, such party’s knowledge or such phrase(s) shall be interpreted to mean to the best of such party’s knowledge
after reasonable and diligent inquiry and investigation.


 


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


 


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


 


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


 


“Lender may” shall mean at Lender’s discretion,
but shall not be an obligation.


 


		24.	WAIVER OF TRIAL BY JURY.



 


TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO (A) COVENANTS AND AGREES NOT TO ELECT A TRIAL BY JURY WITH RESPECT TO ANY
ISSUE ARISING OUT OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR THE RELATIONSHIP BETWEEN THE PARTIES, THAT IS TRIABLE OF RIGHT
BY A JURY AND (B) WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO SUCH ISSUE TO THE EXTENT THAT ANY SUCH RIGHT EXISTS NOW OR
IN THE FUTURE. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS SEPARATELY GIVEN BY EACH PARTY, KNOWINGLY AND VOLUNTARILY WITH THE BENEFIT
OF COMPETENT LEGAL COUNSEL.


 





	Assumption and Release Agreement	Form 6625	Page 8
	Fannie Mae	08-13	© 2013 Fannie Mae


 




     


     


    

 


IN WITNESS WHEREOF,
the parties have signed and delivered this Agreement under seal (where applicable) or have caused this Agreement to be signed and
delivered under seal (where applicable) by its duly authorized representative. Where applicable law so provides, the parties intend
that this Agreement shall be deemed to be signed and delivered as a sealed instrument.


 


	 	TRANSFEROR:

                     

	 	BRE MF CASCADES II LLC,

 a Delaware limited liability company
	 	 	 	 
	 	By:	/s/ Ola Hixon
	 	 	Name: Ola Hixon
	 	 	Title: Vice President
	 	 	 	 
	 	Notice Address:	345 Park Avenue
	 	 	 	New York, New York 10154


 


STATE OF NEW YORK, NEW YORK County ss:


 


BEFORE ME, the undersigned, a Notary Public in and
for said County and State, on this day personally appeared  Ola Hixon , known to me to be the Vice President of
BRE MF Cascades II LLC, the limited liability company that executed the foregoing instrument, known to me to be the person whose
name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the said limited liability
company, and that he/she executed the same as the act of such limited liability company for the purposes and consideration therein
expressed and in the capacity therein stated.


 


GIVEN UNDER MY HAND
AND SEAL OF OFFICE this 26th day of May, 2017.


 


	 	/s/ Louisa D. Luna
	 	Notary Public in and for _______________County,


 


	My Commission Expires: __________	
         

        LOUISA D. LUNA

        Notary Public, State of New
        York

        No. 01LU6194439

        Qualified in Kings County

        Commission Expires 09/29/2020



 





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	Fannie Mae	08-13	© 2013 Fannie Mae


 




     


     


    

 


	 	ORIGINAL GUARANTOR:
	 	 
	 	BRE APARTMENT HOLDINGS, LLC

 a Delaware limited liability company
	 	 	 	 
	 	By:	/s/ Ola Hixon
	 	 	Name: Ola Hixon
	 	 	Title: Vice President
	 	 	 	 
	 	Notice Address:	345 Park Avenue
	 	 	 	New York, New York 10154


 


STATE OF NEW YORK , NEW YORK County ss:


 


BEFORE ME, the undersigned,
a Notary Public in and for said County and State, on this day personally appeared  Ola Hixon , known to me to be the  Vice President
of BRE Apartment Holdings LLC, the limited liability company that executed the foregoing instrument, known to me to be the person
whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the said limited liability
company, and that he/she executed the same as the act of such limited liability company for the purposes and consideration therein
expressed and in the capacity therein stated.


 


GIVEN UNDER MY HAND
AND SEAL OF OFFICE this 26th day of May, 2017.


 


	 	/s/ Louisa D. Luna
	 	Notary Public in and for ____________County,


 


	My Commission Expires: _______________	
        LOUISA D. LUNA

        Notary
        Public, State of New York 

        No. 01LU6194439

        Qualified
        in Kings County

        Commission
        Expires 09/29/2020



 





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	Fannie Mae	08-13	© 2013 Fannie Mae


 




     


     


    

 


	 	TRANSFEREE:
	 	 
	 	BR CWS CASCADES II OWNER, LLC, a Delaware limited liability company
	 	 	 	 	 
	 	By:	BR CWS 2017 Portfolio JV, LLC, a Delaware limited liability company, its sole member
	 	 	 	 	 
	 	 	By:  	BR CWS Portfolio Member, LLC, a Delaware limited liability company, its Manager
	 	 	 	 	
	 	 	 	By:	/s/ Jordan B. Ruddy
	 	 	 	 	Jordan B. Ruddy
	 	 	 	 	Authorized Signatory


 


	 	The name, chief executive office and organizational identification number of Borrower (as Debtor under any applicable Uniform Commercial Code) are:
	 	 
	 	Debtor Name/Record Owner:
	 	BR CWS Cascades U Owner, LLC
	 	 
	 	Debtor Chief Executive Office Address:
	 	c/o Bluerock Real Estate, L.L.C.
	 	712 Fifth Avenue, 9th Floor
	 	New York, New York 10019
	 	 
	 	Debtor Organizational ID Number: 6356664


 


	 	Notice Address:	c/o Bluerock Real Estate, L.L.C.

                            712 Fifth Avenue, 9th Floor

                           New York, New York 10019

                           Attention: Jordan B. Ruddy

	 	 	 
	 	with a copy to:	 
	 	 	CWS Capital Partners LLC
	 	 	14 Corporate Plaza, Suite 210
	 	 	Newport Beach, CA 92660


 


[Acknowledgement Follows on Next Page]


 





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STATE OF NEW YORK
, NEW YORK County
ss:


 


BEFORE ME, the undersigned,
a Notary Public in and for said County and State, on this day personally appeared Jordan B. Ruddy, known to me to be the Authorized
Signatory of BR CWS Portfolio Member, LLC, a Delaware limited liability company, the manager of BR CWS 2017 Portfolio JV, LLC,
a Delaware limited liability company, the sole member of BR CWS Cascades Ii Owner, LLC, the limited liability company that executed
the foregoing instrument, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged
to me that the same was the act of the said limited liability company, and that he/she executed the same as the act of such limited
liability company for the purposes and consideration therein expressed and in the capacity therein stated.


 


GIVEN UNDER MY HAND AND SEAL OF OFFICE
this 22 day of May, 2017. 


 


	 	/s/ Dale Pozzi
	 	Notary Public in and for New York County,
	 	New York


 


My Commission Expires: __________


 


		DALE POZZI 
	 	NOTARY PUBLIC-STATE OF NEW YORK 
	 	No, 01P06275397 
	 	Qualified In New York County 
	 	My Commission Expires 01-28-2021


 


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	 	NEW GUARANTOR:
	 	 
	 	/s/ Steven J. Sherwood
	 	Steven J. Sherwood
	 	 
	 	Address for Notices to Guarantor:
	 	9606 North Mopac Expressway, Suite 
	 	500 Austin, Texas 78759
	 	
        Email address:       mbarlow@cwscapital.com

        gcarmell@cwscapital.com

        brose@cwscapital.com



 





	A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.




 


ACKNOWLEDGMENT


 


State of Texas 


County of Tarrant 


 


		
	On  April 24, 2017 before me, 	Caroline
    Reynolds, Notary Public 
	 	(Insert Name and Title of the Officer)







personally appeared Steven J. Sherwood,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument
and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.


 


I certify under PENALTY OF PERJURY under
the laws of the State of Texas that the foregoing paragraph is true and correct.


 


WITNESS my hand and official seal.


 


	Signature: 	/s/ Caroline Reynolds	 (Seal)	[NOTARY SEAL]


 





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	 	GUARANTOR:
	 	 
	 	THE STEVEN SHERWOOD TRUST, ESTABLISHED SEPTEMBER 8, 1994, a California trust
	 	 
	 	/s/ Steven J. Sherwood
	 	Steven J. Sherwood
	 	Trustee
	 	 
	 	Address for Notices to Guarantor:
	 	9606 North Mopac Expressway, Suite 500 
	 	Austin, Texas 78759
	 	
        Email address:       mbarlow@cwscapital.com

        gcarmell@cwscapital.com

        brose@cwscapital.com 



 





	A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.




 


ACKNOWLEDGMENT


 


State of Texas 


County of Tarrant 


 


 


		
	On  April 24, 2017 before me, 	Caroline
    Reynolds, Notary Public 
	 	(Insert Name and Title of the Officer)





personally appeared Steven J. Sherwood,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument
and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.


 


I certify under PENALTY OF PERJURY under
the laws of the State of Texas that the foregoing paragraph is true and correct.


 


WITNESS my hand and official seal.


 


	Signature: 	/s/ Caroline Reynolds	 (Seal)	[NOTARY SEAL]


 





	Assumption and Release Agreement	Form 6625	Page S-6
	Fannie Mae	08-13	© 2013 Fannie Mae


 




     


     


    

 


	 	FANNIE MAE:
	 	 	 	 
	 	By:	Wells Fargo Bank, National Association, a national banking association, its attorney-in-fact
	 	 	 	 
	 	 	By:	/s/ Christian Adrian
	 	 	 	Christian Adrian
	 	 	 	Managing Director
	 	 	 	 
	 	Notice Address: 	Attention: Multifamily Operations
	 	 	 	- Asset Management
	 	 	 	Drawer AM
	 	 	 	3900 Wisconsin Avenue, N.W.
	 	 	 	Washington, DC 20016


 


STATE OF NEW YORK
, NEW YORK County
ss:


 


BEFORE ME, the undersigned,
a Notary Public in and for said County and State, on this day personally appeared Christian Adrian, known to me to be the Managing
Director of Wells Fargo Bank, National Association, as attorney-in-fact for Fannie Mae, that executed the foregoing instrument,
known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the
act of the said limited liability company, and that he/she executed the same as the act of such limited liability company for
the purposes and consideration therein expressed and in the capacity therein stated.


 


GIVEN UNDER MY HAND AND SEAL OF OFFICE
this 19th day of May, 2017. 


 


	 	/s/ Geeta Singh Ludwiczak
	 	Notary Public in and for New York County,
	 	New York


 





	My Commission Expires: __________	GEETA SINGH LUDWICZAK
	 	NOTARY PUBLIC STATE OF NEW YORK
	 	NEW YORK COUNTY
	 	LIG. #01LU6078059
	 	comm. EXP. 6/7119




 





	Assumption and Release Agreement	Form 6625	Page S-7
	Fannie Mae	08-13	© 2013 Fannie Mae


 




     


     


    

 


EXHIBIT A to


ASSUMPTION AND RELEASE AGREEMENT


 


[Description of the Land]


 


BEING ALL THAT CERTAIN LOT, TRACT OR PARCEL
OF LAND, BEING PART OF THE MCKINNEY & WILLIAMS SURVEY, ABSTRACT NO. 728, PART OF THE L.H. ASHCROFT SURVEY, ABSTRACT NO. 48,
SMITH COUNTY, TEXAS, BEING ALL OF LOT 1, N.C.B. 1802-F, ALL OF LOTS 1-31, N.C.B. 1802-G, ALL OF LOUISE COURT (60’ PRIVATE STREET),
AND ALL OF PINE TERRACE (60’ PRIVATE STREET), OF THE SECOND AMENDING PLAT CASCADES VI, AS SHOWN BY PLAT OF SAME RECORDED IN CABINET
E, SLIDE 92-B, PLAT RECORDS, SMITH COUNTY, TEXAS, AS CORRECTED BY CERTIFICATE OF CORRECTION FILED 04/21/2014 UNDER DOCUMENT NO.
2014-00015135, OFFICIAL RECORDS OF SMITH COUNTY, TEXAS, BEING MORE COMPLETELY DESCRIBED AS FOLLOWS, TO-WIT:


 


BEGINNING AT A 5/8” IRON ROD (FOUND)
IN THE WEST LINE OF LOT 21, BLOCK 4, BRIARWOOD ESTATES, UNIT 1, AS SHOWN BY PLAT OF SAME RECORDED IN CABINET B, SLIDE 260-B, THE
NORTHEAST CORNER OF THE ABOVE MENTIONED LOT 19, THE MOST EASTERLY SOUTHEAST CORNER OF LOT 1, N.C.B. 1806, MANSIONS AT THE CASCADES,
AS SHOWN BY PLAT OF SAME RECORDED IN CABINET D, PAGE 396-A;


 


THENCE SOUTH 00 DEGREES 54 MINUTES 25 SECONDS
EAST WITH THE WEST LINE OF BLOCK 4 AND BLOCK 8, BRIARWOOD ESTATES, UNIT 1 AND THE EAST LINE OF THE ABOVE MENTIONED N.C.B. 1802-G,
A DISTANCE OF 927.14 FT. TO A 5/8” IRON ROD (FOUND) FOR THE SOUTHEAST CORNER OF SAME, THE SOUTHEAST CORNER OF LOT 1, IN THE
NORTH LINE OF THE M. L. HAYES ESTATE 2.56 ACRE TRACT RECORDED IN VOLUME 3720, PAGE 687;


 


THENCE SOUTH 89 DEGREES 17 MINUTES 56 SECONDS
WEST WITH THE SOUTH LINE OF N.C.B. 1802-G, THE NORTH LINE OF THE 2.56 ACRE TRACT AND THE EASTERLY SOUTH LINE OF LOT 1, N.C.B. 1802-F,
A DISTANCE OF 358.68 FT. TO A ‘A” IRON ROD (SET) FOR EASTERLY SOUTHWEST CORNER OF SAME, IN THE EAST LINE OF A 20.0 FT. PRIVATE
ALLEY, PART OF N.C.B. 1802-E, AS SHOWN BY PLAT OF SAME RECORDED IN CABINET E, SLIDE 92-B, FROM WHICH A 5/8” IRON ROD (FOUND)
BEARS NORTH 79 DEGREES 20 MINUTES 53 SECONDS EAST-6.51 FT.;


 


THENCE NORTH 01 DEGREE 57 MINUTES 30 SECONDS
EAST WITH THE SOUTHERLY WEST LINE OF LOT 1, N.C.B. 1802-F AND THE EAST LINE OF THE 20.0 FT. ALLEY, A DISTANCE OF 14.39 FT. TO A
1/2” IRON ROD (SET) FOR A NORTHEAST CORNER OF SAME, AN ELL CORNER OF LOT 1, N.C.B. 1802-F;


 


THENCE WESTERLY WITH THE SOUTH LINE OF
LOT 1, N.C.B. 1802-F, THE NORTH LINE OF THE 20.0 FT. ALLEY AND N.C.B. 1802-E, WEST-379.69 FT. AND NORTH 70 DEGREES 45 MINUTES 24
SECONDS WEST-48.55 FT. TO A’/2” IRON ROD (SET) FOR CORNER, AT THE P.C. OF A CURVE TO THE RIGHT;


 





	Assumption and Release Agreement	Form 6625	Page A-1
	Fannie Mae	08-13	© 2013 Fannie Mae


 




     


     


    

 


THENCE NORTHWESTERLY WITH SAID CURVE TO
THE RIGHT, HAVING A CHORD OF NORTH 42 DEGREES 22 MINUTES 23 SECONDS WEST-299.99 FT. AND A RADIUS OF 227.00 FT, A DISTANCE OF 327.72
FT. TO A W’ IRON ROD (SET) AT THE P.T. OF SAME;


 


THENCE NORTH 01 DEGREES 00 MINUTES 52 SECONDS
WEST WITH THE MIDDLE WEST LINE OF LOT 1, N.C.B. 1802-F AND AN EAST LINE OF THE 20 FT. ALLEY, A DISTANCE OF 301.61 FT. TO A Y2"
IRON ROD (SET) FOR AN INNER CORNER OF SAME;


 


THENCE NORTH 54 DEGREES 21 MINUTES
35 SECONDS EAST WITH A NORTH LINE OF LOT 1, N.C.B. 1802-F, THE SOUTH LINE OF THE 20.0 FT. ALLEY, LOT 1 AND LOT 1-A, N.C.B.
1802- E, A DISTANCE OF 157.24 FT. TO A 1/2" IRON ROD (SET) FOR THE SOUTHEAST CORNER OF SAME, AN
INNER CORNER OF LOT 1, N.C.B. 1802-F;


 


THENCE NORTH 40 DEGREES 30 MINUTES 05 SECONDS
WEST WITH THE NORTHERLY WEST LINE OF LOT 1, N.C.B. 1802-F, THE EAST LINE OF LOT 1-A, N.C.B. 1802-E, A DISTANCE OF 173.65 FT. TO
A ’/2” IRON ROD (SET) FOR THE NORTHEAST CORNER OF SAME, THE NORTHWEST CORNER OF LOT 1, N.C.B. 1802-F, IN THE SOUTHEAST RIGHT
OF WAY LINE OF HOGAN DRIVE (60 FT. RIGHT OF WAY);


 


THENCE NORTH 48 DEGREES 10 MINUTES
44 SECONDS EAST WITH THE SOUTHEAST RIGHT OF WAY LINE OF HOGAN DRIVE AND THE NORTHWEST LINE OF LOT 1, N.C.B. 1802-, A
DISTANCE OF 17.28 FT. TO THE P.C. OF A CURVE TO THE LEFT; THENCE NORTHEASTERLY WITH THE SOUTHEAST RIGHT OF WAY LINE OF HOGAN
DRIVE, THE NORTHWEST LINE OF LOT 1, N.C.B. 1802-F AND SAID CURVE TO THE LEFT, HAVING A CHORD OF NORTH 43 DEGREES 04 MINUTES
54 SECONDS EAST-49.75 FT., A DISTANCE OF 49.82 FT. TO A Y2” IRON ROD (SET) FOR CORNER, THE WESTERLY CORNER OF LOT 1-A,
N.C.B. 1802-E TO THE P.C. OF A CURVE TO THE RIGHT;


 


THENCE SOUTHEASTERLY WITH THE WESTERLY
NORTH LINE OF LOT 1, N.C.B. 1802-F TO A V2” IRON ROD (SET) FOR AN INNER CORNER OF SAME, THE SOUTH CORNER OF LOT 1-A AND SAID
CURVE TO THE RIGHT, HAVING A CHORD OF SOUTH 40 DEGREES 51 MINUTES 06 SECONDS EAST-199.18 FT. A DISTANCE OF 199.96 FT TO A Y2"
IRON ROD (SET) FOR CORNER, THE WESTERLY CORNER OF LOT 1-A, N.C.B. 1802-E;


 


THENCE NORTH 01 DEGREE 26 MINUTES 02 SECONDS
WEST WITH THE EAST LINE OF LOT 1-A, THE NORTHERLY WEST LINE OF LOT 1, N.C.B. 1802-F, A DISTANCE OF 68.80 FT. TO A Y2” IRON
ROD (FOUND) FOR THE NORTHWEST CORNER OF SAME, THE SOUTHWEST CORNER OF LOT 1, N.C.B. 1806, MANSIONS AT THE CASCADES AS SHOWN BY
PLAT OF SAME RECORDED IN CABINET D, SLIDE 396-A;


 


THENCE NORTH 88 DEGREES 33 MINUTES 58 SECONDS
EAST WITH THE WESTERLY SOUTH LINE OF LOT 1, N.C.B. 1806 AND THE NORTH LINE OF LOT 1, N.C.B. 1802-F, A DISTANCE OF 457.94 FT. TO
A ’/z” IRON ROD (FOUND) FOR THE NORTHEAST CORNER OF SAME, THE SOUTHWEST CORNER OF THE ABOVE MENTIONED LOT 16, THE WESTERLY
SOUTHWEST CORNER OF N.C.B. 1802-G;


 


THENCE NORTH 00 DEGREES 29 MINUTES 33 SECONDS
WEST WITH THE SOUTHERLY EAST LINE OF N.C.B. 1806 AND THE NORTHERLY WEST LINE OF N.C.B. 1802-G, A


 





	Assumption and Release Agreement	Form 6625	Page A-2
	Fannie Mae	08-13	© 2013 Fannie Mae


 




     


     


    

 


DISTANCE OF 169.01 FT. TO A ’/2” IRON
ROD (FOUND) FOR THE NORTHWEST CORNER OF SAME, AN INNER CORNER OF LOT 1, N.C.B. 1806;


 


THENCE NORTH 88 DEGREES 39 MINUTES 25 SECONDS
EAST WITH THE EASTERLY SOUTH LINE OF LOT 1, N.C.B. 1806 AND THE NORTH LINE OF N.C.B. 1802-G, A DISTANCE OF 329.85 FT. TO THE PLACE
OF BEGINNING, CONTAINING 17.433 ACRES OF LAND.


 





	Assumption and Release Agreement	Form 6625	Page A-3
	Fannie Mae	08-13	© 2013 Fannie Mae


 




     


     


    

 


EXHIBIT B to


ASSUMPTION AND RELEASE AGREEMENT


 


		1.	Multifamily Loan and Security Agreement (including any
amendments, riders, exhibits, addenda or supplements, if any) dated as of May 27, 2014, by and between Transferor and Original
Lender.



 


		2.	Multifamily Note dated as of May 27, 2014, by Transferor
for the benefit of Original Lender (including any amendments, riders, exhibits, addenda or supplements, if any).



 


		3.	Multifamily Deed of Trust, Assignment of Leases and Rents,
Security Agreement and Fixture Filing, (including any amendments, riders, exhibits, addenda or supplements, if any) dated as of
May 27, 2014, by Transferor for the benefit of Original Lender.



 


		4.	Environmental Indemnity Agreement dated as of May 27, 2014,
by Transferor for the benefit of Original Lender (including any amendments, riders, exhibits, addenda or supplements, if any).



 





	Assumption and Release Agreement	Form 6625	Page B-1
	Fannie Mae	08-13	© 2013 Fannie Mae


 




     


     


    

 


EXHIBIT C to


ASSUMPTION AND RELEASE AGREEMENT


 


[Modification to Security Instrument]


 


		1.	Section 1(m) of the Security Instrument is modified to
remove the following from the end thereof:



 


(but excluding any trademarks,
trade names or goodwill relating to the names “Orion” or “Blackstone” or any derivatives thereof);


 


		2.	Section 1(m) of the Security Instrument is further modified
by adding the following to the end thereof:



 


, excluding the names “CWS”, “Marq”
and “Marquis”.


 


		3.	Section 3(b) of the Security Instrument is modified by
deleting the following phrase from the last sentence of the section:



 


to its direct and indirect partners and members”.


 





	Assumption and Release Agreement	Form 6625	Page C-1
	Fannie Mae	08-13	© 2013 Fannie Mae


 




     


     


    

 


	 	/s/ JR
	 	Borrower Initials


 





	Assumption and Release Agreement	Form 6625	Page C-2
	Fannie Mae	08-13	© 2013 Fannie Mae