Exhibit 10.8


 


Lansbrook Village


 


GUARANTY OF NON-RECOURSE OBLIGATIONS


 


This GUARANTY OF NON-RECOURSE
OBLIGATIONS (this “Guaranty”), dated as of July 8, 2016, is executed by the undersigned (“Guarantor”),
to and for the benefit of WALKER & DUNLOP, LLC, a Delaware limited liability company (“Lender”).


 


RECITALS:


 


A.           Pursuant
to that certain Multifamily Loan and Security Agreement dated as of the date hereof, by and between BR Carroll Lansbrook, LLC,
a Delaware limited liability company (“Borrower”) and Lender (as amended, restated, replaced, supplemented or
otherwise modified from time to time, the “Loan Agreement”), Lender is making a loan to Borrower in the original
principal amount of Fifty-Seven Million One Hundred Ninety Thousand and 00/100 Dollars ($57,190,000.00) (the “Mortgage
Loan”), as evidenced by that certain Multifamily Note dated as of the date hereof, executed by Borrower and made payable
to the order of Lender in the amount of the Mortgage Loan (as amended, restated, replaced, supplemented or otherwise modified from
time to time, the “Note”).


 


B.           The
Note will be secured by, among other things, a Security Instrument (as defined in the Loan Agreement) encumbering the real
property described in the Security Instrument (the “Property”).


 


C.           Guarantor
has an economic interest in Borrower or will otherwise obtain a material financial benefit from the Mortgage Loan.


 


D.           As
a condition to making the Mortgage Loan to Borrower, Lender requires that Guarantor execute this Guaranty.


 


NOW, THEREFORE, in
order to induce Lender to make the Mortgage Loan to Borrower, and in consideration thereof, Guarantor agrees as follows:


 


AGREEMENTS:


 


1.           Recitals.


 


The recitals set forth
above are incorporated herein by reference as if fully set forth in the body of this Guaranty.


 


2.           Defined
Terms.


 


Capitalized terms used
and not specifically defined herein have the meanings given to such terms in the Loan Agreement.


 


3.           Guaranteed
Obligations.


 


Guarantor hereby absolutely,
unconditionally and irrevocably guarantees to Lender the full and prompt payment and performance when due, whether at maturity
or earlier, by reason of acceleration or otherwise, and at all times thereafter, of:


 




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(a)          all
amounts, obligations and liabilities owed to Lender under Article 3 (Personal Liability) of the Loan Agreement (including
the payment and performance of all indemnity obligations of Borrower described in Section 3.03 (Personal Liability for Indemnity
Obligations) of the Loan Agreement and including all of Borrower’s obligations under the Environmental Indemnity Agreement);
and


 


(b)          all
costs and expenses, including reasonable fees and out-of-pocket expenses of attorneys and expert witnesses, incurred by Lender
in enforcing its rights under this Guaranty.


 


4.           Survival
of Guaranteed Obligations.


 


The obligations of
Guarantor under this Guaranty shall survive any Foreclosure Event, and any recorded release or reconveyance of the Security Instrument
or any release of any other security for any of the Indebtedness.


 


5.           Guaranty
of Payment; Community Property.


 


Guarantor’s obligations
under this Guaranty constitute a present and unconditional guaranty of payment and not merely a guaranty of collection. If Guarantor
(or any Guarantor, if more than one) is a married person, and the state of residence of Guarantor or Guarantor’s spouse is
a community property jurisdiction, Guarantor (or each such married Guarantor, if more than one) agrees that Lender may satisfy
Guarantor’s obligations under this Guaranty to the extent of all Guarantor’s separate property and Guarantor’s
interest in any community property.


 


6.           Obligations
Unsecured; Cross-Default.


 


The obligations of
Guarantor under this Guaranty shall not be secured by the Security Instrument or the Loan Agreement. However, a default under this
Guaranty shall be an Event of Default under the Loan Agreement, and a default under this Guaranty shall entitle Lender to be able
to exercise all of its rights and remedies under the Loan Agreement and the other Loan Documents.


 


7.           Continuing
Guaranty.


 


The obligations of
Guarantor under this Guaranty shall be unconditional irrespective of the genuineness, validity, regularity or enforceability of
any provision of this Guaranty, the Note, the Loan Agreement, the Security Instrument or any other Loan Document. Guarantor agrees
that performance of the obligations hereunder shall be a primary obligation, shall not be subject to any counterclaim, set-off,
recoupment, abatement, deferment or defense based upon any claim that Guarantor may have against Lender, Borrower, any other guarantor
of the obligations hereunder or any other Person, and shall remain in full force and effect without regard to, and shall not be
released, discharged or affected in any way by any circumstance or condition (whether or not Guarantor shall have any knowledge
thereof), including:


 


(a)          any
furnishing, exchange, substitution or release of any collateral securing repayment of the Mortgage Loan, or any failure to perfect
any lien in such collateral;


 


(b)          any
failure, omission or delay on the part of Borrower, Guarantor, any other guarantor of the obligations hereunder or Lender to conform
or comply with any term of any of the Loan Documents or failure of Lender to give notice of any Event of Default;


 


(c)          any
action or inaction by Lender under or in respect of any of the Loan Documents, any failure, lack of diligence, omission or delay
on the part of Lender to perfect, enforce, assert or exercise any lien, security interest, right, power or remedy conferred upon
it in any of the Loan Documents, or any other action or inaction on the part of Lender;


 




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(d)          any
Bankruptcy Event, or any voluntary or involuntary bankruptcy, insolvency, reorganization, arrangement, readjustment, assignment
for the benefit of creditors, composition, receivership, liquidation, marshaling of assets and liabilities or similar events or
proceedings with respect to Guarantor or any other guarantor of the obligations hereunder, or any of their respective property
or creditors or any action taken by any trustee or receiver or by any court in such proceeding;


 


(e)          any
merger or consolidation of Borrower into or with any entity or any sale, lease or Transfer of any asset of Borrower, Guarantor
or any other guarantor of the obligations hereunder to any other Person;


 


(f)          any
change in the ownership of Borrower or any change in the relationship between Borrower, Guarantor or any other guarantor of the
obligations hereunder, or any termination of such relationship;


 


(g)          any
release or discharge by operation of law of Borrower, Guarantor or any other guarantor of the obligations hereunder, or any obligation
or agreement contained in any of the Loan Documents; or


 


(h)          any
other occurrence, circumstance, happening or event, whether similar or dissimilar to the foregoing, and whether seen or unforeseen,
which otherwise might constitute a legal or equitable defense or discharge of the liabilities of a guarantor or surety or which
otherwise might limit recourse against Borrower or Guarantor to the fullest extent permitted by law.


 


8.           Guarantor
Waivers.


 


Guarantor hereby waives:


 


(a)          the
benefit of all principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this
Guaranty (and agrees that Guarantor’s obligations shall not be affected by any circumstances, whether or not referred to
in this Guaranty, which might otherwise constitute a legal or equitable discharge of a surety or a guarantor);


 


(b)          the
benefits of any right of discharge under any and all statutes or other laws relating to guarantors or sureties and any other rights
of sureties and guarantors;


 


(c)          diligence
in collecting the Indebtedness, presentment, demand for payment, protest and all notices with respect to the Loan Documents and
this Guaranty which may be required by statute, rule of law or otherwise to preserve Lender’s rights against Guarantor under
this Guaranty, including notice of acceptance, notice of any amendment of the Loan Documents, notice of the occurrence of any Event
of Default, notice of intent to accelerate, notice of acceleration, notice of dishonor, notice of foreclosure, notice of protest
and notice of the incurring by Borrower of any obligation or indebtedness; and


 


(d)          all
rights to require Lender to:


 


(1)         proceed
against or exhaust any collateral held by Lender to secure the repayment of the Indebtedness;


 




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(2)         proceed
against or pursue any remedy it may now or hereafter have against Borrower or any guarantor, or, if Borrower or any guarantor
is a partnership, any general partner of Borrower or general partner of any guarantor; or


 


(3)         demand
or require collateral security from Borrower, any other guarantor or any other Person as provided by applicable law or otherwise.


 


9.           No
Effect Upon Obligations.


 


At any time or from
time to time and any number of times, without notice to Guarantor and without releasing, discharging or affecting the liability
of Guarantor:


 


(a)          the
time for payment of the principal of or interest on the Indebtedness may be extended or the Indebtedness may be renewed in whole
or in part;


 


(b)          the
rate of interest on or period of amortization of the Mortgage Loan or the amount of the Monthly Debt Service Payments payable under
the Loan Documents may be modified;


 


(c)          the
time for Borrower’s performance of or compliance with any covenant or agreement contained in any Loan Document, whether presently
existing or hereinafter entered into, may be extended or such performance or compliance may be waived;


 


(d)          the
maturity of the Indebtedness may be accelerated as provided in the Loan Documents;


 


(e)          any
or all payments due under the Loan Agreement or any other Loan Document may be reduced;


 


(f)          any
Loan Document may be modified or amended by Lender and Borrower in any respect, including an increase in the principal amount of
the Mortgage Loan;


 


(g)          any
amounts under the Loan Agreement or any other Loan Document may be released;


 


(h)          any
security for the Indebtedness may be modified, exchanged, released, surrendered or otherwise dealt with or additional security
may be pledged or mortgaged for the Indebtedness;


 


(i)          the
payment of the Indebtedness or any security for the Indebtedness, or both, may be subordinated to the right to payment or the security,
or both, of any other present or future creditor of Borrower;


 


(j)          any
payments made by Borrower to Lender may be applied to the Indebtedness in such priority as Lender may determine in its discretion;
and


 


(k)          any
other terms of the Loan Documents may be modified as required by Lender.


 


10.         Joint
and Several (or Solidary) Liability.


 


If more than one Person
executes this Guaranty as Guarantor, such Persons shall be liable for the obligations hereunder on a joint and several (solidary
instead for purposes of Louisiana law) basis. Lender, in its discretion, may:


 




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(a)          to
the extent permitted by applicable law, bring suit against Guarantor, or any one or more of the Persons constituting Guarantor,
and any other guarantor, jointly and severally (solidarily instead for purposes of Louisiana law), or against any one or
more of them;


 


(b)          compromise
or settle with any one or more of the Persons constituting Guarantor, or any other guarantor, for such consideration as Lender
may deem proper;


 


(c)          discharge
or release one or more of the Persons constituting Guarantor, or any other guarantor, from liability or agree not to sue such Person;
and


 


(d)          otherwise
deal with Guarantor and any guarantor, or any one or more of them, in any manner, and no such action shall impair the rights of
Lender to collect from Guarantor any amount guaranteed by Guarantor under this Guaranty.


 


Nothing contained in this Section 10
shall in any way affect or impair the rights or obligations of Guarantor with respect to any other guarantor.


 


11.         Subordination
of Affiliated Debt.


 


Any indebtedness of
Borrower held by Guarantor now or in the future is and shall be subordinated to the Indebtedness and any such indebtedness of Borrower
shall be collected, enforced and received by Guarantor, as trustee for Lender, but without reducing or affecting in any manner
the liability of Guarantor under the other provisions of this Guaranty.


 


12.         Subrogation.


 


Guarantor shall have
no right of, and hereby waives any claim for, subrogation or reimbursement against Borrower or any general partner of Borrower
by reason of any payment by Guarantor under this Guaranty, whether such right or claim arises at law or in equity or under any
contract or statute, until the Indebtedness has been paid in full and there has expired the maximum possible period thereafter
during which any payment made by Borrower to Lender with respect to the Indebtedness could be deemed a preference under the Insolvency
Laws.


 


13.         Voidable
Transfer.


 


If any payment by Borrower
is held to constitute a preference under any Insolvency Laws or similar laws, or if for any other reason Lender is required to
refund any sums to Borrower, such refund shall not constitute a release of any liability of Guarantor under this Guaranty. It is
the intention of Lender and Guarantor that Guarantor’s obligations under this Guaranty shall not be discharged except by
Guarantor’s performance of such obligations and then only to the extent of such performance. If any payment by any Guarantor
should for any reason subsequently be declared to be void or voidable under any state or federal law relating to creditors’
rights, including provisions of the Insolvency Laws relating to a Voidable Transfer, and if Lender is required to repay or restore,
in whole or in part, any such Voidable Transfer, or elects to do so upon the advice of its counsel, then the obligations guaranteed
hereunder shall automatically be revived, reinstated and restored by the amount of such Voidable Transfer or the amount of such
Voidable Transfer that Lender is required or elects to repay or restore, including all reasonable costs, expenses and legal fees
incurred by Lender in connection therewith, and shall exist as though such Voidable Transfer had never been made, and any other
guarantor, if any, shall remain liable for such obligations in full.


 




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14.         Credit
Report/Credit Score.


 


Guarantor acknowledges
and agrees that Lender is authorized, no more frequently than once in any twelve (12) month period, to obtain a credit report
(if applicable) on Guarantor, the cost of which shall be paid for by Guarantor. Guarantor acknowledges and agrees that Lender is
authorized to obtain a Credit Score (if applicable) for Guarantor at any time at Lender’s expense.


 


15.         Financial
Reporting.


 


Guarantor shall deliver
to Lender such Guarantor financial statements as required by Section 8.02 (Books and Records; Financial Reporting –
Covenants) of the Loan Agreement.


 


16.         Further
Assurances.


 


Guarantor
acknowledges that Lender (including its successors and assigns) may sell or transfer the Mortgage Loan, or any interest in the
Mortgage Loan.


 


(a)          Guarantor
shall, subject to Section 16(b) below:


 


(1)          do
anything necessary to comply with the reasonable requirements of Lender or any Investor of the Mortgage Loan or provide, or cause
to be provided, to Lender or any Investor of the Mortgage Loan within ten (10) days of the request, at Borrower’s and
Guarantor’s cost and expense, such further documentation or information as Lender or Investor may reasonably require,
in order to enable:


 


(A)         Lender
to sell the Mortgage Loan to such Investor;


 


(B)         Lender
to obtain a refund of any commitment fee from any such Investor; or


 


(C)         any
such Investor to further sell or securitize the Mortgage Loan;


 


(2)          confirm
that Guarantor is not in default under this Guaranty or in observing any of the covenants or agreements contained in this Guaranty
(or, if Guarantor is in default, describing such default in reasonable detail); and


 


(3)          execute
and deliver to Lender or any Investor such other documentation, including any amendments, corrections, deletions or additions to
this Guaranty as is reasonably required by Lender or such Investor.


 


(b)          Nothing
in this Section 16 shall require Guarantor to do any further act that has the effect
of:


 


(1)          changing
the essential economic terms of the Mortgage Loan set forth in the related commitment letter between Borrower and Lender;


 


(2)          imposing
on Borrower or Guarantor greater personal liability under the Loan Documents than that set forth in the related commitment letter
between Borrower and Lender; or


 


(3)          materially
changing the rights and obligations of Borrower or Guarantor under the commitment letter.


 




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17.         Successors
and Assigns.


 


Lender may assign its
rights under this Guaranty in whole or in part and, upon any such assignment, all the terms and provisions of this Guaranty shall
inure to the benefit of such assignee to the extent so assigned. Guarantor may not assign its rights, duties or obligations under
this Guaranty, in whole or in part, without Lender’s prior written consent and any such assignment shall be deemed void ab
initio. The terms used to designate any of the parties herein shall be deemed to include the heirs, legal representatives, successors
and assigns of such parties.


 


18.         Final
Agreement.


 


Guarantor acknowledges
receipt of a copy of each of the Loan Documents and this Guaranty. THIS GUARANTY REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES
WITH RESPECT TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. All prior or contemporaneous agreements, understandings,
representations and statements, oral or written, are merged into this Guaranty. Neither this Guaranty nor any of its provisions
may be waived, modified, amended, discharged or terminated except by an agreement in writing signed by the party against which
the enforcement of the waiver, modification, amendment, discharge or termination is sought, and then only to the extent set forth
in that agreement.


 


19.         Governing
Law.


 


This Guaranty shall
be governed by and construed in accordance with the substantive law of the Property Jurisdiction without regard to the application
of choice of law principles that would result in the application of the laws of another jurisdiction.


 


20.         Property
Jurisdiction.


 


Guarantor agrees that
any controversy arising under or in relation to this Guaranty shall be litigated exclusively in the Property Jurisdiction. The
state and federal courts and authorities with jurisdiction in the Property Jurisdiction shall have exclusive jurisdiction over
all controversies which shall arise under or in relation to this Guaranty or any other Loan Document with respect to the subject
matter hereof. Guarantor irrevocably consents to service, jurisdiction and venue of such courts for any such litigation and waives
any other venue to which it might be entitled by virtue of domicile, habitual residence or otherwise.


 


21.         Time
is of the Essence.


 


Guarantor agrees that,
with respect to each and every obligation and covenant contained in this Guaranty, time is of the essence.


 


22.         No
Reliance.


 


Guarantor acknowledges,
represents and warrants that:


 


(a)          it
understands the nature and structure of the transactions contemplated by this Guaranty and the other Loan Documents;


 


(b)          it
is familiar with the provisions of all of the documents and instruments relating to such transactions;


 




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(c)          it
understands the risks inherent in such transactions, including the risk of loss of all or any part of the Mortgaged Property or
of the assets of Guarantor;


 


(d)          it
has had the opportunity to consult counsel; and


 


(e)          it
has not relied on Lender for any guidance or expertise in analyzing the financial or other consequences of the transactions contemplated
by this Guaranty or any other Loan Document or otherwise relied on Lender in any manner in connection with interpreting, entering
into or otherwise in connection with this Guaranty, any other Loan Document or any of the matters contemplated hereby or thereby.


 


23.         Notices.


 


Guarantor agrees to
notify Lender of any change in Guarantor’s address within ten (10) Business Days after such change of address occurs.
All notices under this Guaranty shall be:


 


(a)          in
writing and shall be


 


(1)         delivered,
in person;


 


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


 


(3)         sent
by overnight courier; or


 


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


 


(b)          addressed
to the intended recipient at the notice addresses provided under the signature block at the end of this Guaranty; and


 


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


 


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


 


(2)         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 such express courier service.


 


24.         Construction.


 


(a)          Any
reference in this Guaranty 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
Guaranty or to a Section or Article of this Guaranty.


 


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


 


(c)          Use
of the singular in this Guaranty includes the plural and use of the plural includes the singular.


 


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


 




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


 


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


 


(g)          All
references in this Guaranty 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.


 


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


 


25.         WAIVER
OF JURY TRIAL.


 


TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, EACH OF GUARANTOR AND LENDER (A) AGREES NOT TO ELECT A TRIAL BY JURY WITH RESPECT TO ANY
ISSUE ARISING OUT OF THIS GUARANTY OR ANY LOAN DOCUMENT OR THE RELATIONSHIP BETWEEN THE PARTIES AS GUARANTOR AND LENDER 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 GUARANTOR AND LENDER, KNOWINGLY
AND VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL.


 


26.         Schedules.


 


The schedules, if any,
attached to this Guaranty are incorporated fully into this Guaranty by this reference and each constitutes a substantive part of
this Guaranty.


 


ATTACHED SCHEDULE. The following
Schedule is attached to this Guaranty:


 


 ̈        Schedule
1     Modifications to Guaranty


 


IN WITNESS WHEREOF,
Guarantor has signed and delivered this Guaranty under seal (where applicable) or has caused this Guaranty to be signed and delivered
under seal (where applicable) by its duly authorized representative. Where applicable law so provides, Guarantor intends that this
Guaranty shall be deemed to be signed and delivered as a sealed instrument.


 


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	 	Guarantor:
	 	 
	 	BLUEROCK RESIDENTIAL GROWTH REIT, INC., a Maryland corporation
	 	 	 
	 	By: 	/s/ Michael L. Konig
	 	 	Michael L. Konig, Chief Operating Officer,
	 	 	Secretary and General Counsel
	 	 	 
	 	Address for Notices to Guarantor:
	 	c/o Bluerock Residential Holdings, L.P.
	 	712 Fifth Avenue, 9th Floor
	 	New York, New York 10019
	 	Attention: Michael Konig, Esq. and Jordan Ruddy
	 	 
	 	Email address:  mkonig@bluerockre.com


 




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	 	Guarantor:
	 	 
	 	CARROLL MULTIFAMILY REAL ESTATE FUND III, LP, a Delaware limited partnership
	 	 	 
	 	By:	MPC Property Holdings III, LLC, a Georgia limited liability company, its general partner
	 	 	 	 
	 	 	By:	MPC Partnership Holdings LLC, a Georgia limited liability company, its manager
	 	 	 	 	 
	 	 	 	By:	/s/ Josh Champion
	 	 	 	 	Josh Champion
	 	 	 	 	President
	 	 	 	 	 
	 	Address for Notices to Guarantor:
	 	c/o Carroll Organization, LLC
	 	3340 Peachtree Road NE, Suite 2250
	 	Atlanta, Georgia 30326
	 	 
	 	Email address:  josh.champion@carrollorg.com


 




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