Exhibit 10.4


 


	
        THIS SECURITY INSTRUMENT 

PREPARED BY, AND
        AFTER 

RECORDING RETURN TO:

        (Print Name of Attorney)

         

        Ashanté L. Smith, Esquire

        Troutman Sanders LLP

        P.O. Box 1122

        Richmond, VA 23218

         
	
         

        (Reserved)



 


CONSOLIDATED, AMENDED AND RESTATED


MULTIFAMILY MORTGAGE,


ASSIGNMENT OF LEASES AND RENTS,


SECURITY AGREEMENT


AND FIXTURE FILING


 


(FLORIDA)


 


THIS IS A RENEWAL AND CONSOLIDATION
MORTGAGE SECURING (1) THE RENEWAL OF $44,674,466.10 OF THE PRINCIPAL INDEBTEDNESS OUTSTANDING UNDER THAT CERTAIN AMENDED, RESTATED
AND RENEWAL PROMISSORY NOTE DATED AS OF MARCH 21, 2014 IN THE PRINCIPAL AMOUNT OF $48,000,000.00 (THE “GECC NOTE”)
EXECUTED BY BORROWER (DEFINED HEREIN), AS ASSIGNED TO LENDER (DEFINED HEREIN), AND (2) ADDITIONAL INDEBTEDNESS OF BORROWER TO LENDER
IN THE PRINCIPAL AMOUNT OF $12,515,533.90. DOCUMENTARY STAMP TAX AND INTANGIBLE TAX ON THE ORIGINAL OBLIGATION HAVE BEEN FULLY
PAID IN CONNECTION WITH THE RECORDING OF THE “BOA MORTGAGE” AND THE “GECC MORTGAGE” (AS SUCH TERMS ARE
DEFINED HEREIN). PURSUANT TO §201.09(1), FLORIDA STATUTES, FLORIDA DOCUMENTARY STAMP TAXES IN THE AMOUNT OF $43,804.60 ARE
BEING PAID UPON THE RECORDING HEREOF IN CONNECTION WITH THE EXECUTION OF THE NOTE (AS DEFINED HEREIN) BY BORROWER. PURSUANT TO
§199.145(4)(b), FLORIDA STATUTES, ADDITIONAL NONRECURRING INTANGIBLE TAXES IN THE AMOUNT OF $25,031.07 ARE BEING PAID UPON
THE RECORDING HEREOF BASED UPON THE DIFFERENCE BETWEEN THE PRINCIPAL AMOUNT OF THE NOTE AND THE OUTSTANDING PRINCIPAL AMOUNT OF
THE GECC NOTE.


 




    	Fannie Mae Consolidated, Amended and Restated Multifamily Security Instrument	Form 6025.FL.AR	 
	Florida	01-16	© 2016 Fannie Mae



     


    

 


Lansbrook Village


 


CONSOLIDATED, AMENDED AND RESTATED


MULTIFAMILY MORTGAGE,


ASSIGNMENT OF LEASES AND RENTS,


SECURITY AGREEMENT


AND FIXTURE FILING


 


This CONSOLIDATED,
AMENDED AND RESTATED MULTIFAMILY MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (as amended, restated,
replaced, supplemented, or otherwise modified from time to time, the “Security Instrument”) dated as of the
8th day of July, 2016, is executed by BR CARROLL LANSBROOK, LLC, a limited liability company organized and existing under
the laws of Delaware, as mortgagor (“Borrower”), to and for the benefit of WALKER & DUNLOP, LLC,
a limited liability company organized and existing under the laws of Delaware, as mortgagee (“Lender”).


 


RECITALS:


 


A.           A loan was made by Bank of America, N.A. ("Original Lender") to Waterton Lansbrook Venture, L.L.C., a Delaware
limited liability company ("Original Borrower"), in the principal amount of $34,000,000.00 (the "Original
Loan"), evidenced by a Promissory Note in the principal amount of the Original Loan dated September 28, 2012 (the "BOA
Note"). Repayment of the Original Loan was secured by that certain Mortgage, Assignment of Rents, Security Agreement and
Fixture Filing executed by Original Borrower in favor of Original Lender dated as of September 28, 2012, and recorded in Official
Records Book 17747, Page 111, of the Public Records of Pinellas County, Florida (the "Public Records"), as amended
by that certain Amendment to Mortgage, Assignment of Rents, Security Agreement and Fixture Filing, Notice of Future Advance and
Spreader Agreement, recorded in Official Records Book 18055, Page 262 of the Public Records, and by that certain Second Amendment
to Mortgage, Assignment of Rents, Security Agreement and Fixture Filing, Notice of Future Advance and Spreader Agreement, recorded
in official Records Book 18275, Page 1005 of the Public Records (collectively, the "BOA Mortgage"). State of Florida
Documentary Stamp Tax and Intangible Tax due and payable on the BOA Note and the BOA Mortgage were paid on the recording of the
BOA Mortgage.  The Original Lender assigned the BOA Note and the BOA Mortgage to General Electric Credit Corporation (“GECC”),
pursuant to an Allonge executed by Original Lender in favor of GECC dated March 21, 2014, and an Assignment of Mortgage executed
by Original Lender in favor of GECC dated March 21, 2014, and recorded in Official Records Book 18349, Page 942 of the Public Records.
Borrower purchased the "Property" (defined in the BOA Mortgage) from Original Borrower, in connection with which Borrower
assumed the outstanding principal balance under the BOA Note in the amount of $25,885,543.85 (the "Assumed Amount"),
pursuant to an Assumption Agreement dated March 21, 2014, and recorded in Official Records Book 18349, Page 945 of the Public
Records (the “Assumption Agreement”). The State of Florida Documentary Stamp Tax due and payable in connection
with the assumption by Borrower of the Assumed Amount was paid on the recording of the Assumption Agreement.


 




    	Fannie Mae Consolidated, Amended and Restated Multifamily Security Instrument	Form 6025.FL.AR	Page 1
	Florida	01-16	© 2016 Fannie Mae



     


    

 


B.           Borrower also executed an Amended, Restated and Renewal Promissory Note in favor of GECC in the principal amount of $48,000,000.00
dated March 21, 2014 (the "GECC Note") evidencing indebtedness in the principal amount of the Assumed Amount and
an additional advance in the principal amount of $22,114,456.15 (the "Additional Advance"). Repayment of the GECC
Note was secured by an Amended and Restated Mortgage, Assignment of Rents and Leases, Security Agreement and Fixture Filing dated
as of March 21, 2014, from Borrower to GECC and recorded in Official Records Book 18349, Page 949, as amended by that certain Modification
to Mortgage and Spreader Agreement, dated September 23, 2014 and recorded  at Book 18551, Page 2281 (the "Amended
GECC Mortgage"), as further amended by that certain Second Modification to Mortgage and Spreader Agreement, dated March
27, 2015 and recorded at Book 18742, Page 2193,  as further amended by that certain Third Modification to Mortgage and Spreader
Agreement, dated June 2, 2015 and recorded at Book 18814, Page 722, all of the Public Records (collectively, the "GECC
Mortgage"). State of Florida Documentary Stamp Tax and Intangible Tax due and payable on the GECC Note and the Amended
GECC Mortgage were paid on the recording of the Amended GECC Mortgage. The GECC Note was assigned pursuant to an Allonge by GECC
to Wells Fargo Bank, National Association ("WF"), dated June 11, 2015. The GECC Mortgage, as assigned to WF by
GECC, and as further amended pursuant to that certain Assignment of Amended and Restated Mortgage, Assignment of Rents and Leases,
Security Agreement and Fixture Filing, dated June 11, 2015 and recorded at Book 18903, Page 530, as further amended by that certain
Fourth Modification to Mortgage and Spreader Agreement, dated April 14, 2016 and recorded at Book 19163, Page 2411, both of the
Public Records, as so amended, restated, replaced, supplemented, assigned or as otherwise modified from time to time, is hereinafter
referred to as the “Original Mortgage”.  All of the proceeds of the GECC Note were advanced to Borrower. 
As of the date hereof, the outstanding principal balance of the GECC Note, as assigned to WF, is $44,674,466.10.


 


C.           Pursuant
to a certain Allonge executed by WF in favor of Lender dated July 8, 2016, Lender has purchased the GECC Note from WF, and pursuant
to that certain Assignment of Amended and Restated Mortgage, Assignment of Rents and Leases, Security Agreement and Fixture Filing
executed by WF in favor of Lender dated July 8, 2016 and intended to be recorded in the Public Records of Pinellas County, Florida,
WF has assigned the Original Mortgage to Lender.


 


D.           Borrower
has executed a Consolidated, Amended and Restated Multifamily Note in favor of Lender in the principal amount of Fifty-Seven Million
One Hundred Ninety Thousand Dollars and 00/100 ($57,190,000.00) dated of even date herewith (the “Note”). The Note
renews the principal indebtedness outstanding under the GECC Note in the amount of $44,674,466.10, evidences additional indebtedness
of Borrower in the principal amount of $12,515,533.90, and consolidates, amends and restates such aggregate indebtedness in its
entirety.


 


E.           Borrower
and Lender now desire to amend and modify the terms of the Original Mortgage and have agreed, for purposes of convenience, to consolidate,
amend and restate the Original Mortgage, in its entirety.


 




    	Fannie Mae Consolidated, Amended and Restated Multifamily Security Instrument	Form 6025.FL.AR	Page 2
	Florida	01-16	© 2016 Fannie Mae



     


    

 


NOW, THEREFORE, Borrower
and Lender, by its acceptance hereof, in consideration of the mutual promises and agreements contained in this Agreement, each
hereby covenant and agree as follows:


 


AGREEMENTS:


 


Borrower, in consideration
of the loan in the original principal amount of $57,190,000.00 (the “Loan”) evidenced by that certain Consolidated,
Amended and Restated Multifamily Note, dated as of the date of this Security Instrument, by Borrower and payable to Lender (as
amended, restated, replaced, supplemented, or otherwise modified from time to time, the “Note”), and that certain
Multifamily Loan and Security Agreement, dated as of the date of this Security Instrument, executed by and between Borrower and
Lender (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Loan Agreement”),
and to secure to Lender the repayment of the Indebtedness (as defined in this Security Instrument), and all renewals, extensions
and modifications thereof, and the performance of the covenants and agreements of Borrower contained in the Loan Documents (as
defined in the Loan Agreement), excluding the Environmental Indemnity Agreement (as defined in this Security Instrument), irrevocably
and unconditionally mortgages, grants, assigns, remises, releases, warrants and conveys to and for the benefit of Lender the Mortgaged
Property (as defined in this Security Instrument), including the real property located in Pinellas County, State of Florida, and
described in Exhibit A attached to this Security Instrument and incorporated by reference (the “Land”),
to have and to hold such Mortgaged Property unto Lender and Lender’s successors and assigns, forever; Borrower hereby releasing,
relinquishing and waiving, to the fullest extent allowed by law, all rights and benefits, if any, under and by virtue of the homestead
exemption laws of the Property Jurisdiction (as defined in this Security Instrument), if applicable. The maturity date of the Note
is August 1, 2026.


 


Borrower represents
and warrants that Borrower is lawfully seized of the Mortgaged Property and has the right, power and authority to mortgage, grant,
convey and assign the Mortgaged Property, and that the Mortgaged Property is not encumbered by any Lien (as defined below) other
than Permitted Encumbrances (as defined below). Borrower covenants that Borrower will warrant and defend the title to the Mortgaged
Property against all claims and demands, other than Permitted Encumbrances.


 


1.           Defined
Terms.


 


Capitalized terms used
and not specifically defined herein have the meanings given to such terms in the Loan Agreement. All terms used and not specifically
defined herein, but which are otherwise defined by the UCC, shall have the meanings assigned to them by the UCC. The following
terms, when used in this Security Instrument (including when used in the above recitals), shall have the following meanings:


 


“Condemnation Action”
means any action or proceeding, however characterized or named, relating to any condemnation or other taking, or conveyance in
lieu thereof, of all or any part of the Mortgaged Property, whether direct or indirect.


 


“Enforcement Costs”
means all expenses and costs, including reasonable attorneys’ fees and expenses, fees and out-of-pocket expenses of expert
witnesses and costs of investigation, incurred by Lender as a result of any Event of Default under the Loan Agreement or in connection
with efforts to collect any amount due under the Loan Documents, or to enforce the provisions of the Loan Agreement or any of the
other Loan Documents, including those incurred in post-judgment collection efforts and in any bankruptcy or insolvency proceeding
(including any action for relief from the automatic stay of any bankruptcy proceeding or Foreclosure Event) or judicial or non-judicial
foreclosure proceeding, to the extent permitted by law.


 




    	Fannie Mae Consolidated, Amended and Restated Multifamily Security Instrument	Form 6025.FL.AR	Page 3
	Florida	01-16	© 2016 Fannie Mae



     


    

 


“Environmental Indemnity Agreement”
means that certain Environmental Indemnity Agreement dated as of the date of this Security Instrument, executed by Borrower to
and for the benefit of Lender, as the same may be amended, restated, replaced, supplemented, or otherwise modified from time to
time.


 


“Environmental Laws”
has the meaning set forth in the Environmental Indemnity Agreement.


 


“Event of Default” has
the meaning set forth in the Loan Agreement.


 


“Fixtures” means all
Goods that are so attached or affixed to the Land or the Improvements as to constitute a fixture under the laws of the Property
Jurisdiction.


 


“Goods” means all of
Borrower’s present and hereafter acquired right, title and interest in all goods which are used now or in the future in connection
with the ownership, management, or operation of the Land or the Improvements or are located on the Land or in the Improvements,
including inventory; furniture; furnishings; machinery, equipment, engines, boilers, incinerators, and installed building materials;
systems and equipment for the purpose of supplying or distributing heating, cooling, electricity, gas, water, air, or light; antennas,
cable, wiring, and conduits used in connection with radio, television, security, fire prevention, or fire detection, or otherwise
used to carry electronic signals; telephone systems and equipment; elevators and related machinery and equipment; fire detection,
prevention and extinguishing systems and apparatus; security and access control systems and apparatus; plumbing systems; water
heaters, ranges, stoves, microwave ovens, refrigerators, dishwashers, garbage disposers, washers, dryers, and other appliances;
light fixtures, awnings, storm windows, and storm doors; pictures, screens, blinds, shades, curtains, and curtain rods; mirrors,
cabinets, paneling, rugs, and floor and wall coverings; fences, trees, and plants; swimming pools; exercise equipment; supplies;
tools; books and records (whether in written or electronic form); websites, URLs, blogs, and social network pages; computer equipment
(hardware and software); and other tangible personal property which is used now or in the future in connection with the ownership,
management, or operation of the Land or the Improvements or are located on the Land or in the Improvements.


 


“Imposition Deposits”
means deposits in an amount sufficient to accumulate with Lender the entire sum required to pay the Impositions when due.


 


“Impositions” means


 


(a)          any
water and sewer charges which, if not paid, may result in a lien on all or any part of the Mortgaged Property;


 


(b)          the
premiums for fire and other casualty insurance, liability insurance, rent loss insurance and such other insurance as Lender may
require under the Loan Agreement;


 


(c)          Taxes;
and


 


(d)          amounts
for other charges and expenses assessed against the Mortgaged Property which Lender at any time reasonably deems necessary to protect
the Mortgaged Property, to prevent the imposition of liens on the Mortgaged Property, or otherwise to protect Lender’s interests,
all as reasonably determined from time to time by Lender.


 




    	Fannie Mae Consolidated, Amended and Restated Multifamily Security Instrument	Form 6025.FL.AR	Page 4
	Florida	01-16	© 2016 Fannie Mae



     


    

 


“Improvements” means
the buildings, structures, improvements, and alterations now constructed or at any time in the future constructed or placed upon
the Land, including any future replacements, facilities, and additions and other construction on the Land.


 


“Indebtedness” means
the principal of, interest on, and all other amounts due at any time under the Note, the Loan Agreement, this Security Instrument
or any other Loan Document (other than the Environmental Indemnity Agreement and Guaranty), including Prepayment Premiums, late
charges, interest charged at the Default Rate, and accrued interest as provided in the Loan Agreement and this Security Instrument,
advances, costs and expenses to perform the obligations of Borrower or to protect the Mortgaged Property or the security of this
Security Instrument, all other monetary obligations of Borrower under the Loan Documents (other than the Environmental Indemnity
Agreement), including amounts due as a result of any indemnification obligations, and any Enforcement Costs.


 


“Land” means the real
property described in Exhibit A.


 


“Leases” means all present
and future leases, subleases, licenses, concessions or grants or other possessory interests now or hereafter in force, whether
oral or written, covering or affecting the Mortgaged Property, or any portion of the Mortgaged Property (including proprietary
leases or occupancy agreements if Borrower is a cooperative housing corporation), and all modifications, extensions or renewals
thereof.


 


“Lien” means any claim
or charge against property for payment of a debt or an amount owed for services rendered, including any mortgage, deed of trust,
deed to secure debt, security interest, tax lien, any materialman’s or mechanic’s lien, or any lien of a Governmental
Authority, including any lien in connection with the payment of utilities, or any other encumbrance.


 


“Mortgaged Property”
means all of Borrower’s present and hereafter acquired right, title and interest, if any, in and to all of the following:


 


(a)          the
Land;


 


(b)          the
Improvements;


 


(c)          the
Personalty;


 


(d)          current
and future rights, including air rights, development rights, zoning rights and other similar rights or interests, easements, tenements,
rights-of-way, strips and gores of land, streets, alleys, roads, sewer rights, waters, watercourses, and appurtenances related
to or benefitting the Land or the Improvements, or both, and all rights-of-way, streets, alleys and roads which may have been or
may in the future be vacated;


 


(e)          insurance
policies relating to the Mortgaged Property (and any unearned premiums) and all proceeds paid or to be paid by any insurer of the
Land, the Improvements, the Personalty, or any other part of the Mortgaged Property, whether or not Borrower obtained the insurance
pursuant to Lender’s requirements;


 




    	Fannie Mae Consolidated, Amended and Restated Multifamily Security Instrument	Form 6025.FL.AR	Page 5
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(f)          awards,
payments and other compensation made or to be made by any municipal, state or federal authority with respect to the Land, the Improvements,
the Personalty, or any other part of the Mortgaged Property, including any awards or settlements resulting from (1) Condemnation
Actions, (2) any damage to the Mortgaged Property caused by governmental action that does not result in a Condemnation Action,
or (3) the total or partial taking of the Land, the Improvements, the Personalty, or any other part of the Mortgaged Property
under the power of eminent domain or otherwise and including any conveyance in lieu thereof;


 


(g)          contracts,
options and other agreements for the sale of the Land, the Improvements, the Personalty, or any other part of the Mortgaged Property
entered into by Borrower now or in the future, including cash or securities deposited to secure performance by parties of their
obligations;


 


(h)          Leases
and Lease guaranties, letters of credit and any other supporting obligation for any of the Leases given in connection with any
of the Leases, and all Rents;


 


(i)           earnings,
royalties, accounts receivable, issues and profits from the Land, the Improvements or any other part of the Mortgaged Property,
and all undisbursed proceeds of the Mortgage Loan and, if Borrower is a cooperative housing corporation, maintenance charges or
assessments payable by shareholders or residents;


 


(j)           Imposition
Deposits;


 


(k)          refunds
or rebates of Impositions by any municipal, state or federal authority or insurance company (other than refunds applicable to periods
before the real property tax year in which this Security Instrument is dated);


 


(l)           tenant
security deposits;


 


(m)         names
under or by which any of the above Mortgaged Property may be operated or known, and all trademarks, trade names, and goodwill relating
to any of the Mortgaged Property;


 


(n)          Collateral
Accounts and all Collateral Account Funds;


 


(o)          products,
and all cash and non-cash proceeds from the conversion, voluntary or involuntary, of any of the above into cash or liquidated claims,
and the right to collect such proceeds; and


 


(p)          all
of Borrower’s right, title and interest in the oil, gas, minerals, mineral interests, royalties, overriding royalties, production
payments, net profit interests and other interests and estates in, under and on the Mortgaged Property and other oil, gas and mineral
interests with which any of the foregoing interests or estates are pooled or unitized.


 


“Permitted Encumbrance”
means only the easements, restrictions and other matters listed in a schedule of exceptions to coverage in the Title Policy and
Taxes for the current tax year that are not yet due and payable.


 




    	Fannie Mae Consolidated, Amended and Restated Multifamily Security Instrument	Form 6025.FL.AR	Page 6
	Florida	01-16	© 2016 Fannie Mae



     


    

 


“Personalty” means all
of Borrower’s present and hereafter acquired right, title and interest in all Goods, accounts, choses of action, chattel
paper, documents, general intangibles (including Software), payment intangibles, instruments, investment property, letter of credit
rights, supporting obligations, computer information, source codes, object codes, records and data, all telephone numbers or listings,
claims (including claims for indemnity or breach of warranty), deposit accounts and other property or assets of any kind or nature
related to the Land or the Improvements now or in the future, including operating agreements, surveys, plans and specifications
and contracts for architectural, engineering and construction services relating to the Land or the Improvements, and all other
intangible property and rights relating to the operation of, or used in connection with, the Land or the Improvements, including
all governmental permits relating to any activities on the Land.


 


“Prepayment Premium”
has the meaning set forth in the Loan Agreement.


 


“Property Jurisdiction”
means the jurisdiction in which the Land is located.


 


“Rents” means all rents
(whether from residential or non-residential space), revenues and other income from the Land or the Improvements, including subsidy
payments received from any sources, including payments under any “Housing Assistance Payments Contract” or other rental
subsidy agreement (if any), parking fees, laundry and vending machine income and fees and charges for food, health care and other
services provided at the Mortgaged Property, whether now due, past due, or to become due, and tenant security deposits.


 


“Software”
means a computer program and any supporting information provided in connection with a transaction relating to the program. The
term does not include any computer program that is included in the definition of Goods.


 


“Taxes” means all taxes,
assessments, vault rentals and other charges, if any, general, special or otherwise, including assessments for schools, public
betterments and general or local improvements, which are levied, assessed or imposed by any public authority or quasi-public authority,
and which, if not paid, may become a lien, on the Land or the Improvements or any taxes upon any Loan Document.


 


“Title Policy” has the
meaning set forth in the Loan Agreement.


 


“UCC” means the Uniform
Commercial Code in effect in the Property Jurisdiction, as amended from time to time.


 


“UCC Collateral” means
any or all of that portion of the Mortgaged Property in which a security interest may be granted under the UCC and in which Borrower
has any present or hereafter acquired right, title or interest.


 


2.           Security
Agreement; Fixture Filing.


 


(a)          To
secure to Lender, the repayment of the Indebtedness, and all renewals, extensions and modifications thereof, and the performance
of the covenants and agreements of Borrower contained in the Loan Documents, Borrower hereby pledges, assigns, and grants to Lender
a continuing security interest in the UCC Collateral. This Security Instrument constitutes a security agreement and a financing
statement under the UCC. This Security Instrument also constitutes a financing statement pursuant to the terms of the UCC with
respect to any part of the Mortgaged Property that is or may become a Fixture under applicable law, and will be recorded as a “fixture
filing” in accordance with the UCC. Borrower hereby authorizes Lender to file financing statements, continuation statements
and financing statement amendments in such form as Lender may require to perfect or continue the perfection of this security interest
without the signature of Borrower. If an Event of Default has occurred and is continuing, Lender shall have the remedies of a secured
party under the UCC or otherwise provided at law or in equity, in addition to all remedies provided by this Security Instrument
and in any Loan Document. Lender may exercise any or all of its remedies against the UCC Collateral separately or together, and
in any order, without in any way affecting the availability or validity of Lender’s other remedies. For purposes of the UCC,
the debtor is Borrower and the secured party is Lender. The name and address of the debtor and secured party are set forth after
Borrower’s signature below which are the addresses from which information on the security interest may be obtained.


 




    	Fannie Mae Consolidated, Amended and Restated Multifamily Security Instrument	Form 6025.FL.AR	Page 7
	Florida	01-16	© 2016 Fannie Mae



     


    

 


(b)          Borrower
represents and warrants that: (1) Borrower maintains its chief executive office at the location set forth after Borrower’s
signature below, and Borrower will notify Lender in writing of any change in its chief executive office within five (5) days
of such change; (2) Borrower is the record owner of the Mortgaged Property; (3) Borrower’s state of incorporation,
organization, or formation, if applicable, is as set forth on Page 1 of this Security Instrument; (4) Borrower’s
exact legal name is as set forth on Page 1 of this Security Instrument; (5) Borrower’s organizational identification
number, if applicable, is as set forth after Borrower’s signature below; (6) Borrower is the owner of the UCC Collateral
subject to no liens, charges or encumbrances other than the lien hereof; (7) except as expressly provided in the Loan Agreement,
the UCC Collateral will not be removed from the Mortgaged Property without the consent of Lender; and (8) no financing statement
covering any of the UCC Collateral or any proceeds thereof is on file in any public office except pursuant hereto.


 


(c)          All
property of every kind acquired by Borrower after the date of this Security Instrument which by the terms of this Security Instrument
shall be subject to the lien and the security interest created hereby, shall immediately upon the acquisition thereof by Borrower
and without further conveyance or assignment become subject to the lien and security interest created by this Security Instrument.
Nevertheless, Borrower shall execute, acknowledge, deliver and record or file, as appropriate, all and every such further deeds
of trust, mortgages, deeds to secure debt, security agreements, financing statements, assignments and assurances as Lender shall
require for accomplishing the purposes of this Security Instrument and to comply with the rerecording requirements of the UCC.


 


3.           Assignment
of Leases and Rents; Appointment of Receiver; Lender in Possession.


 


(a)          As
part of the consideration for the Indebtedness, Borrower absolutely and unconditionally assigns and transfers to Lender all Leases
and Rents. It is the intention of Borrower to establish present, absolute and irrevocable transfers and assignments to Lender of
all Leases and Rents and to authorize and empower Lender to collect and receive all Rents without the necessity of further action
on the part of Borrower. Borrower and Lender intend the assignments of Leases and Rents to be effective immediately and to constitute
absolute present assignments, and not assignments for additional security only. Only for purposes of giving effect to these absolute
assignments of Leases and Rents, and for no other purpose, the Leases and Rents shall not be deemed to be a part of the Mortgaged
Property. However, if these present, absolute and unconditional assignments of Leases and Rents are not enforceable by their terms
under the laws of the Property Jurisdiction, then each of the Leases and Rents shall be included as part of the Mortgaged Property,
and it is the intention of Borrower, in such circumstance, that this Security Instrument create and perfect a lien on each of the
Leases and Rents in favor of Lender, which liens shall be effective as of the date of this Security Instrument.


 




    	Fannie Mae Consolidated, Amended and Restated Multifamily Security Instrument	Form 6025.FL.AR	Page 8
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(b)          Until
an Event of Default has occurred and is continuing, but subject to the limitations set forth in the Loan Documents, Borrower shall
have a revocable license to exercise all rights, power and authority granted to Borrower under the Leases (including the right,
power and authority to modify the terms of any Lease, extend or terminate any Lease, or enter into new Leases, subject to the limitations
set forth in the Loan Documents), and to collect and receive all Rents, to hold all Rents in trust for the benefit of Lender, and
to apply all Rents to pay the Monthly Debt Service Payments and the other amounts then due and payable under the other Loan Documents,
including Imposition Deposits, and to pay the current costs and expenses of managing, operating and maintaining the Mortgaged Property,
including utilities and Impositions (to the extent not included in Imposition Deposits), tenant improvements and other capital
expenditures. So long as no Event of Default has occurred and is continuing (and no event which, with the giving of notice or the
passage of time, or both, would constitute an Event of Default has occurred and is continuing), the Rents remaining after application
pursuant to the preceding sentence may be retained and distributed by Borrower free and clear of, and released from, Lender’s
rights with respect to Rents under this Security Instrument.


 


(c)          If
an Event of Default has occurred and is continuing, without the necessity of Lender entering upon and taking and maintaining control
of the Mortgaged Property directly, by a receiver, or by any other manner or proceeding permitted by the laws of the Property Jurisdiction,
the revocable license granted to Borrower pursuant to Section 3(b) shall automatically terminate, and Lender shall immediately
have all rights, powers and authority granted to Borrower under any Lease (including the right, power and authority to modify the
terms of any such Lease, or extend or terminate any such Lease) and, without notice, Lender shall be entitled to all Rents as they
become due and payable, including Rents then due and unpaid. During the continuance of an Event of Default, Borrower authorizes
Lender to collect, sue for and compromise Rents and directs each tenant of the Mortgaged Property to pay all Rents to, or as directed
by, Lender, and Borrower shall, upon Borrower’s receipt of any Rents from any sources, pay the total amount of such receipts
to Lender. Although the foregoing rights of Lender are self-effecting, at any time during the continuance of an Event of Default,
Lender may make demand for all Rents, and Lender may give, and Borrower hereby irrevocably authorizes Lender to give, notice to
all tenants of the Mortgaged Property instructing them to pay all Rents to Lender. No tenant shall be obligated to inquire further
as to the occurrence or continuance of an Event of Default, and no tenant shall be obligated to pay to Borrower any amounts that
are actually paid to Lender in response to such a notice. Any such notice by Lender shall be delivered to each tenant personally,
by mail or by delivering such demand to each rental unit.


 


(d)          If
an Event of Default has occurred and is continuing, Lender may, regardless of the adequacy of Lender’s security or the solvency
of Borrower, and even in the absence of waste, enter upon, take and maintain full control of the Mortgaged Property, and may exclude
Borrower and its agents and employees therefrom, in order to perform all acts that Lender, in its discretion, determines to be
necessary or desirable for the operation and maintenance of the Mortgaged Property, including the execution, cancellation or modification
of Leases, the collection of all Rents (including through use of a lockbox, at Lender’s election), the making of repairs
to the Mortgaged Property and the execution or termination of contracts providing for the management, operation or maintenance
of the Mortgaged Property, for the purposes of enforcing this assignment of Rents, protecting the Mortgaged Property or the security
of this Security Instrument and the Mortgage Loan, or for such other purposes as Lender in its discretion may deem necessary or
desirable.


 




    	Fannie Mae Consolidated, Amended and Restated Multifamily Security Instrument	Form 6025.FL.AR	Page 9
	Florida	01-16	© 2016 Fannie Mae



     


    

 


(e)          Notwithstanding
any other right provided Lender under this Security Instrument or any other Loan Document, if an Event of Default has occurred
and is continuing, and regardless of the adequacy of Lender’s security or Borrower’s solvency, and without the necessity
of giving prior notice (oral or written) to Borrower, Lender may apply to any court having jurisdiction for the appointment of
a receiver for the Mortgaged Property to take any or all of the actions set forth in Section 3. If Lender elects to seek the
appointment of a receiver for the Mortgaged Property at any time after an Event of Default has occurred and is continuing, Borrower,
by its execution of this Security Instrument, expressly consents to the appointment of such receiver, including the appointment
of a receiver ex parte, if permitted by applicable law. Borrower consents to shortened time consideration of a motion to
appoint a receiver. Lender or the receiver, as applicable, shall be entitled to receive a reasonable fee for managing the Mortgaged
Property and such fee shall become an additional part of the Indebtedness. Immediately upon appointment of a receiver or Lender’s
entry upon and taking possession and control of the Mortgaged Property, possession of the Mortgaged Property and all documents,
records (including records on electronic or magnetic media), accounts, surveys, plans, and specifications relating to the Mortgaged
Property, and all security deposits and prepaid Rents, shall be surrendered to Lender or the receiver, as applicable. If Lender
or receiver takes possession and control of the Mortgaged Property, Lender or receiver may exclude Borrower and its representatives
from the Mortgaged Property.


 


(f)          The
acceptance by Lender of the assignments of the Leases and Rents pursuant to this Section 3 shall not at any time or in any
event obligate Lender to take any action under any Loan Document or to expend any money or to incur any expense. Lender shall not
be liable in any way for any injury or damage to person or property sustained by any Person in, on or about the Mortgaged Property.
Prior to Lender’s actual entry upon and taking possession and control of the Land and Improvements, Lender shall not be:


 


(1)         obligated
to perform any of the terms, covenants and conditions contained in any Lease (or otherwise have any obligation with respect to
any Lease);


 


(2)         obligated
to appear in or defend any action or proceeding relating to any Lease or the Mortgaged Property; or


 


(3)         responsible
for the operation, control, care, management or repair of the Mortgaged Property or any portion of the Mortgaged Property.


 


The execution of this
Security Instrument shall constitute conclusive evidence that all responsibility for the operation, control, care, management and
repair of the Mortgaged Property is and shall be that of Borrower, prior to such actual entry and taking possession and control
by Lender of the Land and Improvements.


 


(g)          Lender
shall be liable to account only to Borrower and only for Rents actually received by Lender. Lender shall not be liable to Borrower,
anyone claiming under or through Borrower or anyone having an interest in the Mortgaged Property by reason of any act or omission
of Lender under this Section 3, and Borrower hereby releases and discharges Lender from any such liability to the fullest
extent permitted by law, provided that Lender shall not be released from liability that occurs as a result of Lender’s gross
negligence or willful misconduct as determined by a court of competent jurisdiction pursuant to a final, non-appealable court order.
If the Rents are not sufficient to meet the costs of taking control of and managing the Mortgaged Property and collecting the Rents,
any funds expended by Lender for such purposes shall be added to, and become a part of, the principal balance of the Indebtedness,
be immediately due and payable, and bear interest at the Default Rate from the date of disbursement until fully paid. Any entering
upon and taking control of the Mortgaged Property by Lender or the receiver, and any application of Rents as provided in this Security
Instrument, shall not cure or waive any Event of Default or invalidate any other right or remedy of Lender under applicable law
or provided for in this Security Instrument or any Loan Document.


 




    	Fannie Mae Consolidated, Amended and Restated Multifamily Security Instrument	Form 6025.FL.AR	Page 10
	Florida	01-16	© 2016 Fannie Mae



     


    

 


4.           Protection
of Lender’s Security.


 


If Borrower fails to
perform any of its obligations under this Security Instrument or any other Loan Document, or any action or proceeding is commenced
that purports to affect the Mortgaged Property, Lender’s security, rights or interests under this Security Instrument or
any Loan Document (including eminent domain, insolvency, code enforcement, civil or criminal forfeiture, enforcement of Environmental
Laws, fraudulent conveyance or reorganizations or proceedings involving a debtor or decedent), Lender may, at its option, make
such appearances, disburse or pay such sums and take such actions, whether before or after an Event of Default or whether directly
or to any receiver for the Mortgaged Property, as Lender reasonably deems necessary to perform such obligations of Borrower and
to protect the Mortgaged Property or Lender’s security, rights or interests in the Mortgaged Property or the Mortgage Loan,
including:


 


(a)          paying
fees and out-of-pocket expenses of attorneys, accountants, inspectors and consultants;


 


(b)          entering
upon the Mortgaged Property to make repairs or secure the Mortgaged Property;


 


(c)          obtaining
(or force-placing) the insurance required by the Loan Documents; and


 


(d)          paying
any amounts required under any of the Loan Documents that Borrower has failed to pay.


 


Any amounts so disbursed or paid by Lender
shall be added to, and become part of, the principal balance of the Indebtedness, be immediately due and payable and bear interest
at the Default Rate from the date of disbursement until fully paid. The provisions of this Section 4 shall not be deemed to
obligate or require Lender to incur any expense or take any action.


 


5.           Default;
Acceleration; Remedies.


 


(a)          If
an Event of Default has occurred and is continuing, Lender, at its option, may declare the Indebtedness to be immediately due and
payable without further demand, and may either with or without entry or taking possession as herein provided or otherwise, proceed
by suit or suits at law or in equity or any other appropriate proceeding or remedy (1) to enforce payment of the Mortgage Loan;
(2) to foreclose this Security Instrument judicially or non-judicially; (3) to enforce or exercise any right under any Loan Document;
and (4) to pursue any one (1) or more other remedies provided in this Security Instrument or in any other Loan Document or
otherwise afforded by applicable law. Each right and remedy provided in this Security Instrument or any other Loan Document is
distinct from all other rights or remedies under this Security Instrument or any other Loan Document or otherwise afforded by applicable
law, and each shall be cumulative and may be exercised concurrently, independently, or successively, in any order. Borrower has
the right to bring an action to assert the nonexistence of an Event of Default or any other defense of Borrower to acceleration
and sale.


 




    	Fannie Mae Consolidated, Amended and Restated Multifamily Security Instrument	Form 6025.FL.AR	Page 11
	Florida	01-16	© 2016 Fannie Mae



     


    

 


(b)          In
connection with any sale made under or by virtue of this Security Instrument, the whole of the Mortgaged Property may be sold in
one (1) parcel as an entirety or in separate lots or parcels at the same or different times, all as Lender may determine in
its sole discretion. Lender shall have the right to become the purchaser at any such sale. In the event of any such sale, the outstanding
principal amount of the Mortgage Loan and the other Indebtedness, if not previously due, shall be and become immediately due and
payable without demand or notice of any kind. If the Mortgaged Property is sold for an amount less than the amount outstanding
under the Indebtedness, the deficiency shall be determined by the purchase price at the sale or sales. Borrower waives any and
all rights to file or pursue permissive counterclaims in connection with any legal action brought by Lender under this Security
Instrument, the Note, or any other Loan Document. To the extent not prohibited by applicable law, Borrower waives all rights, claims,
and defenses with respect to Lender’s ability to obtain a deficiency judgment.


 


(c)          Borrower
acknowledges and agrees that the proceeds of any sale shall be applied as determined by Lender unless otherwise required by applicable
law.


 


(d)          In
connection with the exercise of Lender’s rights and remedies under this Security Instrument and any other Loan Document,
there shall be allowed and included as Indebtedness: (1) all expenditures and expenses authorized by applicable law and all other
expenditures and expenses which may be paid or incurred by or on behalf of Lender for reasonable legal fees, appraisal fees, outlays
for documentary and expert evidence, stenographic charges and publication costs; (2) all expenses of any environmental site assessments,
environmental audits, environmental remediation costs, appraisals, surveys, engineering studies, wetlands delineations, flood plain
studies, and any other similar testing or investigation deemed necessary or advisable by Lender incurred in preparation for, contemplation
of or in connection with the exercise of Lender’s rights and remedies under the Loan Documents; and (3) costs (which may
be reasonably estimated as to items to be expended in connection with the exercise of Lender’s rights and remedies under
the Loan Documents), fees, charges, and taxes (including documentary stamp tax, intangible taxes (recurring and non-recurring)),
including costs of procuring all abstracts of title, title searches and examinations, title insurance policies, and similar data
and assurance with respect to title as Lender may deem reasonably necessary either to prosecute any suit or to evidence the true
conditions of the title to or the value of the Mortgaged Property to bidders at any sale which may be held in connection with the
exercise of Lender’s rights and remedies under the Loan Documents. All expenditures and expenses of the nature mentioned
in this Section 5, and such other expenses and fees as may be incurred in the protection of the Mortgaged Property and rents
and income therefrom and the maintenance of the lien of this Security Instrument, including the fees of any attorney employed by
Lender in any litigation or proceedings affecting this Security Instrument, the Note, the other Loan Documents, or the Mortgaged
Property, including bankruptcy proceedings, any Foreclosure Event, or in preparation of the commencement or defense of any proceedings
or threatened suit or proceeding, or otherwise in dealing specifically therewith, shall be so much additional Indebtedness and
shall be immediately due and payable by Borrower, with interest thereon at the Default Rate until paid.


 


(e)          Any
action taken by Lender pursuant to the provisions of this Section 5 shall comply with the laws of the Property Jurisdiction.
Such applicable laws shall take precedence over the provisions of this Section 5, but shall not invalidate or render unenforceable
any other provision of any Loan Document that can be construed in a manner consistent with any applicable law. If any provision
of this Security Instrument shall grant to Lender (including Lender acting as a mortgagee-in-possession), or a receiver appointed
pursuant to the provisions of this Security Instrument any powers, rights or remedies prior to, upon, during the continuance of
or following an Event of Default that are more limited than the powers, rights, or remedies that would otherwise be vested in such
party under any applicable law in the absence of said provision, such party shall be vested with the powers, rights, and remedies
granted in such applicable law to the full extent permitted by law.


 




    	Fannie Mae Consolidated, Amended and Restated Multifamily Security Instrument	Form 6025.FL.AR	Page 12
	Florida	01-16	© 2016 Fannie Mae



     


    

 


6.           Waiver
of Statute of Limitations and Marshaling.


 


Borrower hereby waives
the right to assert any statute of limitations as a bar to the enforcement of the lien of this Security Instrument or to any action
brought to enforce any Loan Document. Notwithstanding the existence of any other security interests in the Mortgaged Property held
by Lender or by any other party, Lender shall have the right to determine the order in which any or all of the Mortgaged Property
shall be subjected to the remedies provided in this Security Instrument and/or any other Loan Document or by applicable law. Lender
shall have the right to determine the order in which any or all portions of the Indebtedness are satisfied from the proceeds realized
upon the exercise of such remedies. Borrower, for itself and all who may claim by, through or under it, and any party who now or
in the future acquires a security interest in the Mortgaged Property and who has actual or constructive notice of this Security
Instrument, waives any and all right to require the marshaling of assets or to require that any of the Mortgaged Property be sold
in the inverse order of alienation or that any of the Mortgaged Property be sold in parcels (at the same time or different times)
in connection with the exercise of any of the remedies provided in this Security Instrument or any other Loan Document, or afforded
by applicable law.


 


7.           Waiver
of Redemption; Rights of Tenants.


 


(a)          Borrower
hereby covenants and agrees that it will not at any time apply for, insist upon, plead, avail itself, or in any manner claim or
take any advantage of, any appraisement, stay, exemption or extension law or any so-called “Moratorium Law” now or
at any time hereafter enacted or in force in order to prevent or hinder the enforcement or foreclosure of this Security Instrument.
Without limiting the foregoing:


 


(1)         Borrower,
for itself and all Persons who may claim by, through or under Borrower, hereby expressly waives any so-called “Moratorium
Law” and any and all rights of reinstatement and redemption, if any, under any order or decree of foreclosure of this Security
Instrument, it being the intent hereof that any and all such “Moratorium Laws”, and all rights of reinstatement and
redemption of Borrower and of all other Persons claiming by, through or under Borrower are and shall be deemed to be hereby waived
to the fullest extent permitted by the laws of the Property Jurisdiction;


 


(2)         Borrower
shall not invoke or utilize any such law or laws or otherwise hinder, delay or impede the execution of any right, power remedy
herein or otherwise granted or delegated to Lender but will suffer and permit the execution of every such right, power and remedy
as though no such law or laws had been made or enacted; and


 


(3)         if
Borrower is a trust, Borrower represents that the provisions of this Section 7 (including the waiver of reinstatement and
redemption rights) were made at the express direction of Borrower’s beneficiaries and the persons having the power of direction
over Borrower, and are made on behalf of the trust estate of Borrower and all beneficiaries of Borrower, as well as all other persons
mentioned above.


 


(b)          Lender
shall have the right to foreclose subject to the rights of any tenant or tenants of the Mortgaged Property having an interest in
the Mortgaged Property prior to that of Lender. The failure to join any such tenant or tenants of the Mortgaged Property as party
defendant or defendants in any such civil action or the failure of any decree of foreclosure and sale to foreclose their rights
shall not be asserted by Borrower as a defense in any civil action instituted to collect the Indebtedness, or any part thereof
or any deficiency remaining unpaid after foreclosure and sale of the Mortgaged Property, any statute or rule of law at any time
existing to the contrary notwithstanding.


 




    	Fannie Mae Consolidated, Amended and Restated Multifamily Security Instrument	Form 6025.FL.AR	Page 13
	Florida	01-16	© 2016 Fannie Mae



     


    

 


8.           Notice.


 


(a)          All
notices under this Security Instrument 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, or (C) sent by overnight express courier;


 


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


 


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


 


(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 such express courier service.


 


(b)          Any
party to this Security Instrument may change the address to which notices intended for it are to be directed by means of notice
given to the other party in accordance with this Section 8.


 


(c)          Any
required notice under this Security Instrument which does not specify how notices are to be given shall be given in accordance
with this Section 8.


 


9.           Mortgagee-in-Possession.


 


Borrower acknowledges
and agrees that the exercise by Lender of any of the rights conferred in this Security Instrument shall not be construed to make
Lender a mortgagee-in-possession of the Mortgaged Property so long as Lender has not itself entered into actual possession of the
Land and Improvements.


 


10.         Release.


 


Upon payment in full
of the Indebtedness, Lender shall cause the release of this Security Instrument and Borrower shall pay Lender’s costs incurred
in connection with such release.


 


11.         Florida
State Specific Provisions.


 


(a)          It
is the intention of the parties hereto to comply with the usury laws of applicable governmental authority; accordingly, it is agreed
that, notwithstanding any provision to the contrary in the Note, this Security Instrument, or any of the other Loan Documents,
no such provision shall require the payment or permit the collection of interest in excess of the maximum permitted by law. In
determining the maximum rate allowed, Lender may take advantage of any state or federal law, rule, or regulation in effect from
time to time which may govern the maximum rate of interest which may be charged. If any excess of interest in such respect is provided
for, or shall be adjudicated to be so provided for, in the Note, this Security Instrument, or in any of the other Loan Documents,
then in such event: (1) the provisions of this Section 11 shall govern and control; (2) neither Borrower nor its
heirs, personal representatives, successors, or assigns or any other party liable for the payment thereof, shall be obligated to
pay the amount of such interest to the extent that it is in excess of the maximum amount permitted by law; (3) any such excess
which may have been collected shall be either applied as a credit against the then unpaid principal amount of the Note or refunded
to Borrower; and (4) the Interest Rate shall be automatically reduced to the maximum lawful contract rate allowed under the
applicable usury laws.


 




    	Fannie Mae Consolidated, Amended and Restated Multifamily Security Instrument	Form 6025.FL.AR	Page 14
	Florida	01-16	© 2016 Fannie Mae



     


    

 


(b)          Lender
may from time to time, in Lender’s discretion, make optional future or additional advances (collectively, “Future
Advances”) to Borrower, except that at no time shall the unpaid principal balance of all indebtedness secured by the
lien of this Security Instrument, including Future Advances, be greater than an amount equal to two hundred percent (200%)
of the original principal amount of the Note plus accrued interest and amounts disbursed by Lender under this Security Instrument
or the Loan Agreement or any other provision of this Security Instrument that treats a disbursement by Lender as being made under
this Security Instrument or the Loan Agreement. All Future Advances shall be made, if at all, within twenty (20) years after
the date of this Security Instrument, or within such lesser period that may in the future be provided by law as a prerequisite
for the sufficiency of actual or record notice of Future Advances as against the rights of creditors or subsequent purchasers for
value. Borrower shall, immediately upon request by Lender, execute and deliver to Lender a promissory note evidencing each Future
Advance together with a notice of such Future Advance in recordable form. All promissory notes evidencing Future Advances shall
be secured, pari passu, by the lien of this Security Instrument, and each reference in this Security Instrument or the Loan Agreement
to the Note shall be deemed to be a reference to all promissory notes evidencing Future Advances.


 


12.         Governing
Law; Consent to Jurisdiction and Venue.


 


This Security Instrument
shall be governed by the laws of the Property Jurisdiction without giving effect to any choice of law provisions thereof that would
result in the application of the laws of another jurisdiction. Borrower agrees that any controversy arising under or in relation
to this Security Instrument 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 that arise under or in
relation to any security for the Indebtedness. Borrower 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.


 


13.         Miscellaneous
Provisions.


 


(a)          This
Security Instrument shall bind, and the rights granted by this Security Instrument shall benefit, the successors and assigns of
Lender. This Security Instrument shall bind, and the obligations granted by this Security Instrument shall inure to, any permitted
successors and assigns of Borrower under the Loan Agreement. If more than one (1) person or entity signs this Security Instrument
as Borrower, the obligations of such persons and entities shall be joint and several. The relationship between Lender and Borrower
shall be solely that of creditor and debtor, respectively, and nothing contained in this Security Instrument shall create any other
relationship between Lender and Borrower. No creditor of any party to this Security Instrument and no other person shall be a third
party beneficiary of this Security Instrument or any other Loan Document.


 




    	Fannie Mae Consolidated, Amended and Restated Multifamily Security Instrument	Form 6025.FL.AR	Page 15
	Florida	01-16	© 2016 Fannie Mae



     


    

 


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


 


(c)          The
following rules of construction shall apply to this Security Instrument:


 


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


 


(2)         Any
reference in this Security Instrument 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
Security Instrument or to a Section or Article of this Security Instrument.


 


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


 


(4)         Use
of the singular in this Security Instrument includes the plural and use of the plural includes the singular.


 


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


 


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


 


(7)         Unless
otherwise provided in this Security Instrument, 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.


 


(8)         All
references in this Security Instrument 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.


 


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


 


14.         Time
is of the Essence.


 


Borrower agrees that,
with respect to each and every obligation and covenant contained in this Security Instrument and the other Loan Documents, time
is of the essence.


 




    	Fannie Mae Consolidated, Amended and Restated Multifamily Security Instrument	Form 6025.FL.AR	Page 16
	Florida	01-16	© 2016 Fannie Mae



     


    

 


15.         WAIVER
OF TRIAL BY JURY.


 


TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, EACH OF BORROWER AND LENDER (BY ITS ACCEPTANCE HEREOF) (A) COVENANTS AND AGREES NOT TO ELECT
A TRIAL BY JURY WITH RESPECT TO ANY ISSUE ARISING OUT OF THIS SECURITY INSTRUMENT OR THE RELATIONSHIP BETWEEN THE PARTIES AS BORROWER
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 EACH OF BORROWER
AND LENDER, KNOWINGLY AND VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL.


 


16.         Acknowledgment
of Receipt.


 


Borrower acknowledges
receipt of a copy of this Security Instrument, the Note and the other Loan Documents.


 


17.         No
Novation.


 


This Security Instrument,
the Note, the Loan Agreement, and the Loan Documents contain all of the terms, covenants and conditions of the Mortgage Loan. This
Security Instrument, does not extinguish the original indebtedness or discharge or release the Original Mortgage or any other security
and is not intended to be a substitution or novation of the original indebtedness.


 


ATTACHED EXHIBITS.
The following Exhibits are attached to this Security Instrument and incorporated fully herein by reference:


 


	x	 	Exhibit A	Description of the Land (required)
	 	 	 	 
	x	 	Exhibit B	Modifications to Security Instrument (Condominium Subordination)


 


[Remainder of Page Intentionally Blank]


 




    	Fannie Mae Consolidated, Amended and Restated Multifamily Security Instrument	Form 6025.FL.AR	Page 17
	Florida	01-16	© 2016 Fannie Mae



     


    

 


		 ̈	[PROVISION 1 – CHECK BOX IF INTEREST RATE IS FIXED] THIS IS A BALLOON MORTGAGE AND THE
FINAL PRINCIPAL PAYMENT OR THE PRINCIPAL BALANCE DUE UPON MATURITY IS $____________, TOGETHER WITH ACCRUED INTEREST, IF ANY, AND
ALL ADVANCEMENTS MADE BY THE MORTGAGEE (LENDER) UNDER THE TERMS OF THIS SECURITY INSTRUMENT.



 


		x	[PROVISION 2 – CHECK BOX IF INTEREST RATE IS VARIABLE] THIS IS A BALLOON MORTGAGE SECURING
A VARIABLE ADJUSTABLE RATE OBLIGATION, ASSUMING THAT THE INITIAL RATE OF INTEREST WERE TO APPLY FOR THE ENTIRE TERM OF THE SECURITY
INSTRUMENT, THE FINAL PRINCIPAL PAYMENT OR THE PRINCIPAL BALANCE DUE UPON MATURITY WOULD BE APPROXIMATELY $50,517,700.00, TOGETHER
WITH ACCRUED INTEREST, IF ANY, AND ALL ADVANCEMENTS MADE BY THE MORTGAGEE (LENDER) UNDER THE TERMS OF THIS SECURITY INSTRUMENT.
THE ACTUAL BALANCE DUE UPON MATURITY MAY VARY DEPENDING ON CHANGES IN THE RATE OF INTEREST.



 


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


 


[Remainder of Page Intentionally Blank]


 




    	Fannie Mae Consolidated, Amended and Restated Multifamily Security Instrument	Form 6025.FL.AR	Page 18
	Florida	01-16	© 2016 Fannie Mae



     


    

 





	WITNESS:	 	BORROWER:
	 	 	 
	/s/ Molly Brown	 	BR CARROLL LANSBROOK, LLC, a Delaware 
	Print Name: Molly Brown	 	limited liability company
	 	 	 	 
	/s/ Michael L. Konig	 	By:	/s/ Jordan Ruddy
	Print Name: Michael L. Konig	 	 	Jordan Ruddy
	 	 	 	Authorized Signatory




 


STATE OF NEW YORK


 


CITY/COUNTY OF NEW YORK, ss:


 


I HEREBY CERTIFY that
on this day, before me, an officer duly authorized in the state aforesaid and in the county aforesaid to take acknowledgments,
personally appeared Jordan Ruddy, to me known to be the person described in and who executed the foregoing instrument as the Authorized
Signatory of BR Carroll Lansbrook, LLC, a Delaware limited liability company, and acknowledged to me that he/she as such officer
of the [general partner/managing member], being authorized to do so, executed the foregoing instrument for the purposes therein
contained in the name of such limited liability company by himself/herself as Authorized Signatory of the [general partner/managing
member].


 


Witness my hand and official
seal in the county and state aforesaid, this 1st day of July, 2016.


 


	 	/s/ Dale Pozzi
	 	Notary Public


 


My Commission Expires: January 28, 2017


 




    	Fannie Mae Consolidated, Amended and Restated Multifamily Security Instrument	Form 6025.FL.AR	Page 19
	Florida	01-16	© 2016 Fannie Mae



     


    

 


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 Carroll Lansbrook, 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: 5481346



 


The name and chief executive office of Lender
(as Secured Party) are:


 


		§	Secured Party Name: Walker & Dunlop, LLC



		§	Secured Party Chief Executive Office Address:



7501 Wisconsin Avenue, Suite 1200E

Bethesda, Maryland 20814


 




    	Fannie Mae Consolidated, Amended and Restated Multifamily Security Instrument	Form 6025.FL.AR	Page 20
	Florida	01-16	© 2016 Fannie Mae



     


    

 


Consent to the Consolidated,
Amended and Restated Multifamily Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing is hereby evidenced
by Walker & Dunlop, LLC, a Delaware limited liability company, the holder of the Note.


 


	WITNESS:	 	WALKER & DUNLOP, LLC, a Delaware limited liability company
	/s/ Rob Littleton	 	 
	Print Name: Rob Littleton	 	 
	 	 	By:	/s/ Holly Shonosky
	 	 	 	Holly Shonosky
	/s/ Carter Bryant	 	 	Senior Closing Officer
	Print Name: Carter Bryant	 	 	 


 


STATE OF GEORGIA


 


CITY/COUNTY OF FAYETTE, ss:


 


I HEREBY CERTIFY that
on this day, before me, an officer duly authorized in the state aforesaid and in the county aforesaid to take acknowledgments,
personally appeared Holly Shonosky, to me known to be the person described in and who executed the foregoing instrument as the
Senior Closing Officer of Walker & Dunlop, LLC, a Delaware limited liability company, and acknowledged to me that she as such
officer, being authorized to do so, executed the foregoing instrument for the purposes therein contained in the name of such limited
liability company by herself as Senior Closing Officer.


 


Witness my hand and official
seal in the county and state aforesaid, this 24th day of June, 2016.


 


	 	/s/ S. Michelle Potts
	 	Notary Public


 


My Commission Expires: June 8, 2019


 




    	Fannie Mae Consolidated, Amended and Restated Multifamily Security Instrument	Form 6025.FL.AR	Page 21
	Florida	01-16	© 2016 Fannie Mae



     


    

 


EXHIBIT A


 


DESCRIPTION OF THE LAND


 


PARCEL 1:


 


UNITS as shown on Exhibit "A" LEGAL
DESCRIPTION being in the following:


 


LANSBROOK VILLAGE CONDOMINIUM, a Condominium
according to the Declaration of Condominium thereof, as recorded in O.R. Book 14696, Pages 673 through 874, inclusive and according
to the Plat thereof recorded in Condominium Book 139, Pages 42 through 62, inclusive and all amendments thereof, of the Public
Records of Pinellas County, Florida, together with an undivided interest in the common elements for each unit described in Exhibit
"A" LEGAL DESCRIPTION.


 


PARCEL 2:


Easements in and to the common elements and
limited common elements, as more particularly defined and described in the Declaration of Covenants, Conditions, Restrictions and
Easements for The Villages at Lansbrook (The “Villages at Lansbrook Declaration, recorded December 17, 1999, in O.R. Book
10758, Page 763, as further supplemented by the document recorded in O.R. Book 10758, Page 855, as further supplemented by the
document recorded in O.R. Book 11378, Page 120 and as Amended and Restated by Amended and Restated Declaration of Covenants, Conditions,
Restrictions and Easements for Village of Lansbrook, recorded in O.R. Book 12489, Page 2341, Second Amended and Restated Declaration
of Covenants, Conditions, Restrictions and Easements for Villages of Lansbrook recorded October 4, 2004, in O.R. Book 13864, Page
2510, all of the Public Records of Pinellas County, Florida, LESS and EXCEPT those easement areas created under the aforementioned
documentation that are located within Parcel 1 described above.


 


PARCEL 3:


Drainage and retention easements over the
drainage area more particularly described and defined in the Declaration of Drainage Easements and Maintenance Agreement (the “Drainage
Declaration”) recorded October 15, 1993, in O.R. Book 8437, Page 1145, as modified by O.R. Book 9109, Page 1086 and as supplemented
by document recorded in O.R. Book 11378, Page 111, all of the Public Records of Pinellas County, Florida.


 




    
	Fannie Mae Consolidated, Amended and Restated Multifamily Security Instrument	Form 6025.FL.AR	Page A-1
	Florida	01-16	© 2016 Fannie Mae




     


    

 


EXHIBIT “A” LEGAL DESCRIPTION


 


	1)	C01-101	36)	C05-106	71)	C09-203	106)	C14-201
	2)	C01-102	37)	C05-202	72)	C09-204	107)	C14-202
	3)	C01-103	38)	C05-203	73)	C10-101	108)	C14-204
	4)	C01-104	39)	C05-204	74)	C10-102	109)	C15-101
	5)	C01-106	40)	C05-205	75)	C10-103	110)	C15-102
	6)	C01-201	41)	C05-206	76)	C10-104	111)	C15-103
	7)	C01-202	42)	C06-101	77)	C10-105	112)	C15-104
	8)	C01-204	43)	C06-102	78)	C10-106	113)	C15-201
	9)	C01-205	44)	C06-103	79)	C10-201	114)	C15-202
	10)	C01-206	45)	C06-104	80)	C10-202	115)	C15-203
	11)	C02-101	46)	C06-201	81)	C10-203	116)	C15-204
	12)	C02-103	47)	C06-202	82)	C10-205	117)	C16-101
	13)	C02-104	48)	C06-203	83)	C10-206	118)	C16-102
	14)	C02-201	49)	C06-204	84)	C11-101	119)	C16-104
	15)	C02-202	50)	C07-104	85)	C11-102	120)	C16-201
	16)	C02-203	51)	C07-105	86)	C11-103	121)	C16-202
	17)	C03-101	52)	C07-106	87)	C11-104	122)	C16-203
	18)	C03-102	53)	C07-201	88)	C11-201	123)	C16-204
	19)	C03-104	54)	C07-202	89)	C11-202	124)	C17-102
	20)	C03-105	55)	C07-203	90)	C11-203	125)	C17-103
	21)	C03-106	56)	C07-204	91)	C11-204	126)	C17-104
	22)	C03-201	57)	C07-206	92)	C12-101	127)	C17-201
	23)	C03-202	58)	C08-101	93)	C12-102	128)	C17-202
	24)	C03-203	59)	C08-103	94)	C12-104	129)	C17-203
	25)	C03-204	60)	C08-104	95)	C12-201	130)	C17-204
	26)	C03-205	61)	C08-201	96)	C12-202	131)	C18-101
	27)	C04-101	62)	C08-202	97)	C12-203	132)	C18-102
	28)	C04-102	63)	C08-203	98)	C13-101	133)	C18-103
	29)	C04-103	64)	C08-204	99)	C13-102	134)	C18-104
	30)	C04-104	65)	C09-101	100)	C13-104	135)	C18-201
	31)	C04-201	66)	C09-102	101)	C13-201	136)	C18-202
	32)	C04-203	67)	C09-103	102)	C13-203	137)	C18-203
	33)	C04-204	68)	C09-104	103)	C13-204	138)	C18-204
	34)	C05-104	69)	C09-201	104)	C14-102	139)	C19-102
	35)	C05-105	70)	C09-202	105)	C14-104	140)	C19-103


 




    
	Fannie Mae Consolidated Amended and Restated Multifamily Security Instrument	Form XXXX	Page A-2
	Florida	XX-10	© 2010 Fannie Mae




     


    

 


	141)	C19-104	176)	C23-205	211)	H02-104	246)	H06-307
	142)	C19-201	177)	C23-206	212)	H02-105	247)	H06-308
	143)	C19-203	178)	C24-101	213)	H02-106	248)	H07-102
	144)	C19-204	179)	C24-102	214)	H02-108	249)	H07-103
	145)	C20-101	180)	C24-103	215)	H03-101	250)	H07-104
	146)	C20-102	181)	C24-201	216)	H03-103	251)	H08-101
	147)	C20-103	182)	C24-203	217)	H03-104	252)	H08-103
	148)	C20-104	183)	C24-204	218)	H03-105	253)	H09-102
	149)	C20-201	184)	C25-101	219)	H03-106	254)	H09-103
	150)	C20-203	185)	C25-102	220)	H03-107	255)	H09-104
	151)	C20-204	186)	C25-103	221)	H04-101	256)	H09-105
	152)	C21-101	187)	C25-104	222)	H04-105	257)	H09-106
	153)	C21-102	188)	C25-105	223)	H04-106	258)	H09-107
	154)	C21-103	189)	C25-201	224)	H05-101	259)	H09-108
	155)	C21-104	190)	C25-202	225)	H05-103	260)	H10-101
	156)	C21-201	191)	C25-203	226)	H05-104	261)	H10-102
	157)	C21-202	192)	C25-204	227)	H06-101	262)	H10-103
	158)	C21-203	193)	C25-205	228)	H06-102	263)	H10-105
	159)	C22-103	194)	C25-206	229)	H06-104	264)	H10-106
	160)	C22-104	195)	C26-101	230)	H06-106	265)	H10-107
	161)	C22-105	196)	C26-102	231)	H06-107	266)	H10-108
	162)	C22-106	197)	C26-104	232)	H06-108	267)	H10-201
	163)	C22-204	198)	C26-201	233)	H06-201	268)	H10-203
	164)	C22-205	199)	C26-202	234)	H06-202	269)	H10-204
	165)	C22-206	200)	C26-203	235)	H06-203	270)	H10-205
	166)	C23-101	201)	C26-204	236)	H06-204	271)	H10-206
	167)	C23-102	202)	H01-102	237)	H06-206	272)	H10-207
	168)	C23-103	203)	H01-103	238)	H06-207	273)	H10-301
	169)	C23-104	204)	H01-104	239)	H06-208	274)	H10-302
	170)	C23-105	205)	H01-105	240)	H06-301	275)	H10-303
	171)	C23-106	206)	H01-106	241)	H06-302	276)	H10-304
	172)	C23-201	207)	H01-107	242)	H06-303	277)	H10-305
	173)	C23-202	208)	H01-108	243)	H06-304	278)	H10-306
	174)	C23-203	209)	H02-101	244)	H06-305	279)	H10-307
	175)	C23-204	210)	H02-103	245)	H06-306	280)	H10-308


 




    
	Fannie Mae Consolidated Amended and Restated Multifamily Security Instrument	Form XXXX	Page A-3
	Florida	XX-10	© 2010 Fannie Mae




     


    

 


	281)	H11-102	316)	H14-105	351)	H18-101	386)	H23-103
	282)	H11-103	317)	H14-106	352)	H18-102	387)	H23-104
	283)	H11-105	318)	H15-101	353)	H18-103	388)	H23-105
	284)	H11-106	319)	H15-102	354)	H18-104	389)	H23-106
	285)	H11-107	320)	H15-104	355)	H18-105	390)	H23-107
	286)	H11-108	321)	H15-106	356)	H18-106	391)	H24-101
	287)	H11-109	322)	H15-108	357)	H18-108	392)	H24-102
	288)	H11-110	323)	H15-110	358)	H19-102	393)	H24-103
	289)	H12-101	324)	H16-103	359)	H19-103	394)	H24-104
	290)	H12-102	325)	H16-104	360)	H19-104	395)	H24-105
	291)	H12-103	326)	H16-105	361)	H19-105	396)	H24-108
	292)	H12-104	327)	H16-106	362)	H19-106	397)	H24-109
	293)	H12-105	328)	H16-107	363)	H20-101	398)	W01-101
	294)	H12-106	329)	H16-108	364)	H20-102	399)	W01-102
	295)	H12-107	330)	H16-201	365)	H20-103	400)	W01-103
	296)	H12-108	331)	H16-202	366)	H20-104	401)	W01-201
	297)	H12-201	332)	H16-203	367)	H20-105	402)	W01-203
	298)	H12-202	333)	H16-204	368)	H21-103	403)	W01-204
	299)	H12-203	334)	H16-205	369)	H21-105	404)	W02-102
	300)	H12-205	335)	H16-206	370)	H21-107	405)	W02-104
	301)	H12-206	336)	H16-207	371)	H21-108	406)	W02-201
	302)	H12-207	337)	H16-208	372)	H21-109	407)	W02-203
	303)	H12-208	338)	H16-301	373)	H21-110	408)	W02-204
	304)	H12-301	339)	H16-302	374)	H22-101	409)	W03-101
	305)	H12-302	340)	H16-304	375)	H22-102	410)	W03-102
	306)	H12-304	341)	H16-305	376)	H22-103	411)	W03-104
	307)	H12-305	342)	H16-306	377)	H22-104	412)	W03-201
	308)	H12-306	343)	H16-307	378)	H22-105	413)	W03-202
	309)	H12-307	344)	H16-308	379)	H22-106	414)	W03-203
	310)	H13-103	345)	H17-102	380)	H22-107	415)	W03-204
	311)	H13-104	346)	H17-103	381)	H22-108	416)	W04-102
	312)	H13-105	347)	H17-104	382)	H22-109	417)	W04-103
	313)	H14-101	348)	H17-105	383)	H22-110	418)	W04-104
	314)	H14-102	349)	H17-106	384)	H23-101	419)	W04-201
	315)	H14-104	350)	H17-107	385)	H23-102	420)	W04-203


 




    
	Fannie Mae Consolidated Amended and Restated Multifamily Security Instrument	Form XXXX	Page A-4
	Florida	XX-10	© 2010 Fannie Mae




     


    

 


	421)	W04-204	456)	W10-106	491)	W18-201	526)	W23-202
	422)	W05-101	457)	W11-101	492)	W18-202	527)	W23-203
	423)	W05-103	458)	W11-102	493)	W18-203	528)	W23-204
	424)	W05-104	459)	W11-104	494)	W18-204	529)	W24-101
	425)	W05-201	460)	W11-106	495)	W19-101	530)	W24-102
	426)	W05-204	461)	W12-101	496)	W19-102	531)	W24-103
	427)	W06-101	462)	W12-102	497)	W19-104	532)	W24-104
	428)	W06-102	463)	W12-103	498)	W19-201	533)	W24-202
	429)	W06-103	464)	W12-104	499)	W19-202	534)	W24-203
	430)	W06-104	465)	W12-105	500)	W19-203	535)	W24-204
	431)	W06-201	466)	W12-106	501)	W19-204	536)	W25-101
	432)	W06-203	467)	W13-102	502)	W20-101	537)	W25-102
	433)	W06-204	468)	W13-104	503)	W20-102	538)	W25-103
	434)	W07-101	469)	W13-105	504)	W20-103	539)	W25-104
	435)	W07-102	470)	W13-106	505)	W20-104	540)	W25-201
	436)	W07-103	471)	W14-102	506)	W20-203	541)	W25-203
	437)	W07-104	472)	W14-103	507)	W21-101	542)	W25-204
	438)	W07-201	473)	W14-104	508)	W21-102	543)	W26-101
	439)	W07-202	474)	W15-101	509)	W21-103	544)	W26-102
	440)	W07-203	475)	W15-102	510)	W21-104	545)	W26-103
	441)	W07-204	476)	W15-103	511)	W21-201	546)	W26-104
	442)	W08-101	477)	W15-104	512)	W21-202	547)	W26-201
	443)	W08-102	478)	W15-105	513)	W21-203	548)	W26-202
	444)	W08-104	479)	W15-106	514)	W21-204	549)	W26-204
	445)	W08-201	480)	W16-101	515)	W22-101	550)	W27-101
	446)	W08-202	481)	W16-102	516)	W22-102	551)	W27-102
	447)	W08-203	482)	W16-103	517)	W22-103	552)	W27-201
	448)	W08-204	483)	W16-104	518)	W22-104	553)	W27-202
	449)	W09-104	484)	W16-105	519)	W22-202	554)	W27-203
	450)	W09-105	485)	W17-101	520)	W22-203	555)	W27-204
	451)	W10-101	486)	W17-103	521)	W22-204	556)	W28-101
	452)	W10-102	487)	W18-101	522)	W23-101	557)	W28-102
	453)	W10-103	488)	W18-102	523)	W23-102	558)	W28-103
	454)	W10-104	489)	W18-103	524)	W23-104	559)	W28-104
	455)	W10-105	490)	W18-104	525)	W23-201	560)	W28-202


 




    
	Fannie Mae Consolidated Amended and Restated Multifamily Security Instrument	Form XXXX	Page A-5
	Florida	XX-10	© 2010 Fannie Mae




     


    

 


	561)	W28-203	596)	W36-103	 	 	 	 
	562)	W28-204	597)	W36-105	 	 	 	 
	563)	W29-102	598)	W36-106	 	 	 	 
	564)	W29-103	599)	W37-101	 	 	 	 
	565)	W29-104	600)	W37-102	 	 	 	 
	566)	W29-203	601)	W37-103	 	 	 	 
	567)	W29-204	602)	W37-104	 	 	 	 
	568)	W30-101	603)	W37-105	 	 	 	 
	569)	W30-102	604)	W38-101	 	 	 	 
	570)	W30-103	605)	W38-104	 	 	 	 
	571)	W30-104	606)	W38-106	 	 	 	 
	572)	W30-201	607)	W39-101	 	 	 	 
	573)	W30-203	608)	W39-102	 	 	 	 
	574)	W31-101	609)	W39-105	 	 	 	 
	575)	W31-102	610)	W40-101	 	 	 	 
	576)	W31-103	611)	W41-101	 	 	 	 
	577)	W31-104	612)	W41-102	 	 	 	 
	578)	W32-101	613)	W41-103	 	 	 	 
	579)	W32-102	614)	W41-104	 	 	 	 
	580)	W32-103	 	 	 	 	 	 
	581)	W33-101	 	 	 	 	 	 
	582)	W33-103	 	 	 	 	 	 
	583)	W33-104	 	 	 	 	 	 
	584)	W33-106	 	 	 	 	 	 
	585)	W34-101	 	 	 	 	 	 
	586)	W34-102	 	 	 	 	 	 
	587)	W34-104	 	 	 	 	 	 
	588)	W34-105	 	 	 	 	 	 
	589)	W35-101	 	 	 	 	 	 
	590)	W35-102	 	 	 	 	 	 
	591)	W35-104	 	 	 	 	 	 
	592)	W35-105	 	 	 	 	 	 
	593)	W35-106	 	 	 	 	 	 
	594)	W36-101	 	 	 	 	 	 
	595)	W36-102	 	 	 	 	 	 


 




    
	Fannie Mae Consolidated Amended and Restated Multifamily Security Instrument	Form XXXX	Page A-6
	Florida	XX-10	© 2010 Fannie Mae




     


    

 


EXHIBIT B


 


MODIFICATIONS TO SECURITY INSTRUMENT


(Condominium Subordination)


 


The foregoing Security Instrument is hereby
modified as follows:


 


1.          Capitalized
terms used and not specifically defined herein have the meanings given to such terms in the Security Instrument.


 


2.          Section
1 of the Security Instrument (Defined Terms) is hereby amended by adding the following new definitions in the appropriate alphabetical
order:


 


“Condominium”
means all but 160 of the condominium units in Lansbrook Village Condominium and therefore constitutes 79.3% of the condominium
units and the corresponding interest in the common elements.


 


“Condominium Act”
means the applicable Florida Condominium Act statute codified in Chapter 718 of the Florida Statutes, as amended from time to time.


 


“Condominium Documents”
means, collectively, (a) that certain Declaration of Condominium for Lansbrook Village Condominium, as recorded in the official
records of Pinellas County, Florida, on October 26, 2005, in Book 14696, Pages 673-874 inclusive, (b) those certain Bylaws (as
amended, restated, modified or expanded), and (c) that certain Plat establishing and describing the Condominium.


 


3.          The
definition of “Mortgaged Property” set forth in Section 1 of the Security Instrument (Defined Terms) is hereby deleted
and restated in its entirety to read as follows:


 


“Mortgaged Property”
means all of Borrower’s present and hereafter acquired right, title and interest in and to all of the following:


 


(a)          the
Land;


 


(b)          the
Improvements;


 


(c)          the
Personalty;


 


(d)          current
and future rights, including air rights, development rights, zoning rights and other similar rights or interests, easements, tenements,
rights-of-way, strips and gores of land, streets, alleys, roads, sewer rights, waters, watercourses, and appurtenances related
to or benefitting the Land or the Improvements, or both, and all rights-of-way, streets, alleys and roads which may have been or
may in the future be vacated;


 


(e)          insurance
policies relating to the Mortgaged Property (and any unearned premiums) and all proceeds paid or to be paid by any insurer of the
Land, the Improvements, the Personalty, or any other part of the Mortgaged Property, whether or not Borrower obtained the insurance
pursuant to Lender’s requirements;


 




    
	Modifications to Security Instrument (Condominium Subordination)	Form 6304	Page 1
	Fannie Mae	08-13	© 2013 Fannie Mae




     


    

 


(f)          awards,
payments and other compensation made or to be made by any municipal, state or federal authority with respect to the Land, the Improvements,
the Personalty, or any other part of the Mortgaged Property, including any awards or settlements resulting from (1) Condemnation
Actions, (2) any damage to the Mortgaged Property caused by governmental action that does not result in a Condemnation Action,
or (3) the total or partial taking of the Land, the Improvements, the Personalty, or any other part of the Mortgaged Property under
the power of eminent domain or otherwise and including any conveyance in lieu thereof;


 


(g)          contracts,
options and other agreements for the sale of the Land, the Improvements, the Personalty, or any other part of the Mortgaged Property
entered into by Borrower now or in the future, including cash or securities deposited to secure performance by parties of their
obligations;


 


(h)          Leases
and Lease guaranties, letters of credit and any other supporting obligation for any of the Leases given in connection with any
of the Leases, and all Rents;


 


(i)           earnings,
royalties, accounts receivable, issues and profits from the Land, the Improvements or any other part of the Mortgaged Property,
and all undisbursed proceeds of the Mortgage Loan and, if Borrower is a cooperative housing corporation, maintenance charges or
assessments payable by shareholders or residents;


 


(j)           Imposition
Deposits;


 


(k)          refunds
or rebates of Impositions by any municipal, state or federal authority or insurance company (other than refunds applicable to periods
before the real property tax year in which this Security Instrument is dated);


 


(l)           tenant
security deposits;


 


(m)         names
under or by which any of the above Mortgaged Property may be operated or known, and all trademarks, trade names, and goodwill relating
to any of the Mortgaged Property;


 


(n)          Collateral
Accounts and all Collateral Account Funds;


 


(o)          products,
and all cash and non-cash proceeds from the conversion, voluntary or involuntary, of any of the above into cash or liquidated claims,
and the right to collect such proceeds;


 


(p)          all
of Borrower’s right, title and interest in the oil, gas, minerals, mineral interests, royalties, overriding royalties, production
payments, net profit interests and other interests and estates in, under and on the Mortgaged Property and other oil, gas and mineral
interests with which any of the foregoing interests or estates are pooled or unitized; and


 


(q)          all
rights, easements, rights of way, reservations and powers of Borrower under the Condominium Act and the Condominium Documents,
whether (1) as owner of the Condominium units, (2) as declarant under the Condominium Documents, or (3) as developer of the Condominium,
including but not limited to all rights to approve any amendments to the Condominium Documents and all rights to expand the Condominium.


 




    
	Modifications to Security Instrument (Condominium Subordination)	Form 6304	Page 2
	Fannie Mae	08-13	© 2013 Fannie Mae




     


    

 


(r)          Any
Additional Units acquired by Borrower in accordance with Section 16.02(f) of the Loan Agreement.


 


4.           The
following provision is hereby added to the Security Instrument as Section 18 (Condominium Provisions):


 


18.         Condominium
Provisions.


 


(a)          Subordination.


 


To the extent
permissible under the Condominium Documents and the Condominium Act, the Condominium Documents are hereby subordinated to this
Instrument and shall not be modified or amended by Borrower without the prior written consent of Lender until the Indebtedness
has been paid in full.


 


(b)          Construction
of Declarant.


 


Nothing contained
herein or in the Loan Documents is intended to or shall be construed to constitute Lender as the “Declarant” under
the Condominium Act and/or the Condominium Documents, as owner of any units in the Condominium, or as a partner or joint venturer
of Borrower.


 


	 	/s/ JR
	 	Borrower Initials


 




    
	Modifications to Security Instrument (Condominium Subordination)	Form 6304	Page 3
	Fannie Mae	08-13	© 2013 Fannie Mae