ex110jeffersonatperimete






                                                                     EXHIBIT 10.10                                                           Jefferson at Perimeter                              MULTIFAMILY NOTE    US $65,000,000.00                                     As of October 31,2017         FOR VALUE RECEIVED, the undersigned ("Borrower") promises to pay to the order   of JONES LANG LASALLE MULTIFAMILY, LLC,    a Delaware limited liability company   ("Lender"), the principal amount of Sixty-Five Million and 00/100 Dollars (US $65,000,000.00)   (the "Mortgage Loan"), together with interest thereon accruing at the Interest Rate on the unpaid   principal balance from the date the Mortgage Loan proceeds are disbursed until fully paid in   accordance with the terms hereof and of that certain Multifamily Loan and Security Agreement   dated as of the date hereof, by and between Borrower and Lender (as the same may be amended,   restated, replaced, supplemented or otherwise modified from time to time, the "Loan   Agreement").    1.   Dermed Terms.        Capitalized terms used and not specifically defined in this Multifamily Note (this "Note")  have the meanings given to such terms in the Loan Agreement.   2.   Repayment.        Borrower agrees to pay the principal amount of the Mortgage Loan and interest on the  principal amount of the Mortgage Loan from time to time outstanding at the Interest Rate or such   other rate or rates and at the times specified in the Loan Agreement, together with all other   amounts due to Lender under the Loan Documents. The outstanding balance of the Mortgage   Loan and all accrued and unpaid interest thereon shall be due and payable on the Maturity Date,   together with all other amounts due to Lender under the Loan Documents.    3.   Security.        The Mortgage Loan evidenced by this Note, together with all other Indebtedness is   secured by, among other things, the Security Instrument, the Loan Agreement and the other Loan   Documents. All of the terms, covenants and conditions contained in the Loan Agreement, the   Security Instrument and the other Loan Documents are hereby made part of this Note to the same   extent and with the same force as if they were fully set forth herein. In the event of a conflict or   inconsistency between the terms of this Note and the Loan Agreement, the terms and provisions   of the Loan Agreement shall govern.   4.   Acceleration.        In accordance with the Loan Agreement, if an Event of Default has occurred and is   continuing, the entire unpaid principal balance of the Mortgage Loan, any accrued and unpaid   interest, including interest accruing at the Default Rate, the Prepayment Premium (if applicable),   and all other amounts payable under this Note, the Loan Agreement and any other Loan   Document shall at once become due and payable, at the option of Lender, without any prior   notice to Borrower, unless applicable law requires otherwise (and in such case, after satisfactory   notice has been given).     Multifamily Note - Multistate     Form 6010                        Page 1   Fannie Mae                          01-16                 © 2016 Fannie Mae  





 






5.    Personal Liability.         The provisions of Article 3 (Personal Liability) of the Loan Agreement are hereby  incorporated by reference into this Note to the same extent and with the same force as if fully set  forth herein.   6.    Governing Law.         This Note shall be governed in accordance with the terms and provisions of Section 15.01  (Governing Law; Consent to Jurisdiction and Venue) of the Loan Agreement.  7.    Waivers.         Presentment, demand for payment, notice of nonpayment and dishonor, protest and notice  of protest, notice of acceleration, notice of intent to demand or accelerate payment or maturity,  presentment for payment, notice of nonpayment,  and grace and diligence in collecting the  Indebtedness are waived by Borrower, for and on behalf of itself, Guarantor and Key Principal,  and all endorsers and guarantors of this Note and all other third party obligors or others who may  become liable for the payment of all or any part of the Indebtedness.  8.    Commercial Purpose.         Borrower represents that the Indebtedness is being incurred by Borrower solely for the  purpose of carrying on a business or commercial enterprise or activity, and not for agricultural,  personal, family or household purposes.   9.    Construction; Joint and Several (or Solidary, as applicable) Liability.         (a)   Section 15.08 (Construction) of the Loan Agreement is hereby incorporated herein  as if fully set forth in the body of this Note.         (b)   If more than one Person executes this Note as Borrower, the obligations of such  Person shall be joint and several (solidary instead for purposes of Louisiana law).   10.   Notices.        All Notices required or permitted to be given by Lender to Borrower pursuant to this Note  shall be given in accordance with Section 15.02 (Notice) of the Loan Agreement.   11.   Time is of the Essence.         Borrower agrees that, with respect to each and every obligation and covenant contained in  this Note, time is of the essence.   12.   Loan Charges Savings Clause.        Borrower agrees to pay an effective rate of interest equal to the sum of the Interest Rate  and any additional rate of interest resulting from any other charges of interest or in the nature of  interest paid or to be paid in connection with the Mortgage Loan and any other fees or amounts to  be paid by Borrower pursuant to any of the other Loan Documents. Neither this Note, the Loan  Agreement nor any of the other Loan Documents shall be construed to create a contract for the  use, forbearance or detention of money requiring payment of interest at a rate greater than the  maximum  interest rate permitted to be charged under applicable law. It is expressly stipulated   Multifamily Note - Multistate         Form 6010                           Page 2  Fannie Mae                              01-16                    © 2016 Fannie Mae  





 






and agreed to be the intent of Borrower and Lender at all times to comply with all applicable  laws governing the maximum rate or amount of interest payable on the Indebtedness evidenced  by this Note and the other Loan Documents. If any applicable law limiting the amount of interest  or other charges permitted to be collected from Borrower is interpreted so that any interest or  other charge or amount provided for in any Loan Document, whether considered separately or  together with other charges or amounts provided for in any other Loan Document, or otherwise  charged, taken, reserved or received in connection with the Mortgage Loan, or on acceleration of  the maturity of the Mortgage Loan or as a result of any prepayment by Borrower or otherwise,  violates that law, and Borrower is entitled to the benefit of that law, that interest or charge is  hereby reduced to the extent necessary to eliminate any such violation. Amounts, if any,  previously paid to Lender in excess of the permitted amounts shall be applied by Lender to  reduce the unpaid principal balance of the Mortgage Loan without the payment of any  prepayment premium (or, if the Mortgage Loan has been or would thereby be paid in full, shall  be refunded to Borrower), and the provisions of the Loan Agreement and any other Loan  Documents immediately shall be deemed reformed and the amounts thereafter collectible under  the Loan Agreement and any other Loan Documents reduced, without the necessity of the  execution of any new documents, so as to comply with any applicable law, but so as to permit the  recovery of the fullest amount otherwise payable under the Loan Documents. For the purpose of  determining whether any applicable law limiting the amount of interest or other charges  permitted to be collected from Borrower has been violated, all Indebtedness that constitutes  interest, as well as all other charges made in connection with the Indebtedness that constitute  interest, and any amount paid or agreed to be paid to Lender for the use, forbearance or detention  of the Indebtedness, shall be deemed to be allocated and spread ratably over the stated term of the  Mortgage Loan. Unless otherwise required by applicable law, such allocation and spreading  shall be effected in such a manner that the rate of interest so computed is uniform throughout the  stated term of the Mortgage Loan.  13.   WAIVER OF TRIAL BY JURY.        TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH OF BORROWER  AND  LENDER (A) AGREES NOT TO ELECT A TRIAL BY JURY WITH RESPECT TO  ANY  ISSUE ARISING  OUT  OF THIS NOTE  OR THE   RELATIONSHIP   BETWEEN  THE PARTIES AS  LENDER AND   BORROWER 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.  14.   Receipt of Loan Documents.        Borrower acknowledges receipt of a copy of each of the Loan Documents.   15.   Incorporation of Schedules.        The schedules, if any, attached to this Note are incorporated fully into this Note by this  reference and each constitutes a substantive part of this Note.    Multifamily Note - Multistate      Form 6010                        Page 3  Fannie Mae                           01-16                 © 2016 Fannie Mae  





 






      ATTACHED SCHEDULE.    The following Schedule is attached to this Note:             D     Schedule 1 Modifications to Note        IN WITNESS  WHEREOF,   Borrower has signed and delivered this Note under seal  (where applicable) or has caused this Note to be signed and delivered under seal (where  applicable) by its duly authorized representative. Where applicable law so provides, Borrower  intends that this Note shall be deemed to be signed and delivered as a sealed instrument.                       [Remainder of Page Intentionally Blank]     Multifamily Note - Multistate      Form 6010                       Page 4   Fannie Mae                          01-16                  © 2016 Fannie Mae  





 






                                          BORROWER:                                             BRE JEFFERSON ST. ANDREWS            OWNER                                               L   C, a Delaware limited liability company                                                 ~-~--T--:-+---~-----'-----              (SEAL)                                                                    scher                                                             aging Director and Vice President    Multifamily Note - Multistate                 Form 6010                                  PageS  Fannie Mae                                      01-16                         © 2016 Fannie Mae  





 






                                  PAY TO THE ORDER OF                                    WITHOUT RECOURSE.                                    JONES LANG LASALLE MULTIFAMILY,                                       LLC, a Delaware limited liability company                                     Byd\1d~t\.Q!LL~\..f( ~nukd?       (SEAL)                                       Katherine R. Mikul                                       Closing Coordinator    Fannie Mae Commitment Number: _8__ 85:,.;.8_04 ____ _     Multifamily Note - Multistate       Form 6010                         Page 6  Fannie Mae                            01-16                  © 2016 Fannie Mae