Exhibit 10.9


 


Prepared by, and after recording


return to:


 


Ashanté L. Smith, Esquire


Troutman Sanders LLP


P.O. Box 1122


Richmond, VA 23218


 


MULTIFAMILY DEED TO SECURE DEBT,


ASSIGNMENT OF LEASES AND RENTS,


SECURITY AGREEMENT AND FIXTURE FILING


 


(GEORGIA)


 


	Fannie Mae Multifamily Security Instrument	Form 6025.GA	 
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Tenside


 


MULTIFAMILY DEED TO SECURE DEBT,


ASSIGNMENT OF LEASES AND RENTS,


SECURITY AGREEMENT AND FIXTURE FILING


 


This MULTIFAMILY DEED
TO SECURE DEBT, 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 14th day of July, 2016,
is executed by BR CARROLL TENSIDE, LLC, a limited liability company organized and existing under the laws of Delaware, as
grantor (“Borrower”), to and for the benefit of WALKER & DUNLOP, LLC, a limited liability company
organized and existing under the laws of Delaware, as grantee (“Lender”).


 


Borrower, in consideration
of (i) the loan in the original principal amount of Fifty-Two Million One Hundred Fifty Thousand and 00/100 Dollars ($52,150,000.00)
(the “Mortgage Loan”) evidenced by that certain Multifamily Note dated as of the date of this Security Instrument,
executed by Borrower and made payable to the order of Lender maturing on August 1, 2023 (as amended, restated, replaced, supplemented,
or otherwise modified from time to time, the “Note”), (ii) 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 (iii) the security title
created and transferred to Lender by this Security Instrument, 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), and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, irrevocably and unconditionally grants, warrants, conveys, bargains, sells, and assigns to and for the
benefit of Lender, with power of sale and right of entry and possession, the Mortgaged Property (as defined in this Security Instrument),
including the real property located in Fulton County, State of Georgia, and described in Exhibit A attached to this
Security Instrument and incorporated herein 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.


 


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


 


Borrower and (by its acceptance
hereof) Lender covenants and agrees as follows:


 


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		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, 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.


 


“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.


 


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“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.


 


“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;


 


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(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;


 


(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;


 


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(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.


 


“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.


 


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“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.


 


(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, 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.


 


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		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.


 


(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.


 


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(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.


 


(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


 


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(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.


 


		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.


 


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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 by the power of sale granted herein; (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.


 


(b)          Borrower
acknowledges that the power of sale granted in this Security Instrument may be exercised or directed by Lender without prior judicial
hearing and hereby appoints Lender as Borrower’s agent and attorney-in-fact to exercise such power of sale in the name and
on behalf of Borrower. In the event Lender invokes the power of sale:


 


(1)         Borrower
hereby authorizes and empowers Lender to take possession of the Mortgaged Property, or any part thereof, and hereby grants to Lender
a power of sale and authorizes and empowers Lender to sell (or, in the case of the default of any purchaser, to resell) the Mortgaged
Property or any part thereof, in compliance with applicable law, including compliance with any and all notice and timing requirements
for such sale;


 


(2)         Lender
may sell and dispose of the Mortgaged Property at public auction, at the usual place for conducting sales at the courthouse in
the county where all or any part of the Mortgaged Property is located, to the highest bidder for cash, first advertising the time,
terms and place of such sale by publishing a notice of sale once a week for four (4) consecutive weeks (without regard to
the actual number of days) in a newspaper in which serves as the official publication of legal notices and advertisements in such
county, all other notice being waived by Borrower; and Lender may thereupon execute and deliver to the purchaser a sufficient instrument
of conveyance of the Mortgaged Property, which may contain recitals as to the happening of the Event of Default upon which the
execution of the power of sale granted by this Section 5 depends. The recitals in the instrument of conveyance shall be presumptive
evidence that Lender duly complied with all preliminary acts prerequisite to the sale and instrument of conveyance. Borrower constitutes
and appoints Lender as Borrower’s agent and attorney-in-fact to make such recitals, sale and conveyance;


 


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(3)         the
power and agency granted in this Section 5 are coupled with an interest, are irrevocable by death or otherwise, and are in
addition to the remedies for collection of the Indebtedness as provided by law. Borrower ratifies all of Lender’s acts, as
such attorney-in-fact, and Borrower agrees that such recitals shall be binding and conclusive upon Borrower and that the conveyance
to be made by Lender (and in the event of a deed in lieu of foreclosure, then as to such conveyance) shall be effectual to bar
all right, title and interest, equity of redemption, including all statutory redemption, homestead, dower, curtsey, and all other
exemptions of Borrower, or its successors in interest, in and to the Mortgaged Property; and


 


(4)         the
Mortgaged Property may be sold in one (1) parcel and as an entirety, or in such parcels, manner or order as Lender, in its
discretion, may elect, and one (1) or more exercises of the powers granted in this Section 5 shall not extinguish or
exhaust the power unless the entire Mortgaged Property is sold or the Indebtedness is paid in full, and Lender shall collect the
proceeds of such sale, applying such proceeds as provided in this Section 5. In the event of a deficiency, Borrower shall
immediately on demand from Lender pay such deficiency to Lender, subject to the provisions of the Note limiting Borrower’s
personal liability for payment of the Indebtedness. Borrower waives all rights, claims, and defenses with respect to Lender’s
ability to obtain a deficiency judgment. Borrower acknowledges that Lender may bid for and purchase the Mortgaged Property at any
foreclosure sale and shall be entitled to apply all or any part of the Indebtedness as a credit to the purchase price.


 


(c)          If
the Mortgaged Property is sold pursuant to this Section 5, Borrower, or any person holding possession of the Mortgaged Property
through Borrower, shall surrender possession of the Mortgaged Property to the purchaser at such sale on demand. If possession is
not surrendered on demand, Borrower or such person shall be a tenant holding over and may be dispossessed in accordance with Georgia
law.


 


(d)          Borrower
covenants and agrees that Lender shall apply the proceeds of any sale in the following order:


 


(1)         to
all reasonable costs and expenses of the sale, including reasonable attorneys’ fees and costs associated with title evidence
and the reasonable cost of such other professionals who provided services in connection with the sale or establishing a deficiency,
if any;


 


(2)         to
the Indebtedness in such order as Lender, in Lender’s discretion, directs; and


 


(3)         the
excess, if any, to the person or persons legally entitled to the excess.


 


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(e)          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) 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.


 


(f)          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.


 


		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)          Subject,
in any event, to Section 11(c) hereof, 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:


 


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(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 applicable law;


 


(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.


 


		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.


 


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(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 and Reconveyance.



 


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


 


		11.	Georgia State Specific Provisions.



 


(a)          To
the fullest extent permitted by law, Borrower agrees that Borrower will not at any time insist upon, plead, claim or take the benefit
or advantage of any present or future law providing for any appraisement, valuation, stay, extension or redemption, homestead,
moratorium, reinstatement, marshaling or forbearance, and Borrower, for Borrower, Borrower’s heirs, devisees, representatives,
successors and assigns, and for any and all persons ever claiming any interest in the Mortgaged Property, to the fullest extent
permitted by law, waives and releases all rights of redemption, valuation, appraisement, stay of execution, reinstatement (including
all rights under O.C.G.A. Section 44-14--85), notice of intention to mature or declare due the whole of the Indebtedness,
and all rights to a marshaling of assets of Borrower, including the Mortgaged Property.


 


(b)          This
Security Instrument secures future advances.


 


(c)          This
conveyance is intended to and shall constitute and be construed as (1) a deed passing Borrower’s leasehold interest in the
Mortgaged Property to Lender, and is made under those provisions of the existing laws of the State of Georgia (O.C.G.A. Section 44-14-60
et seq.) relating to conveyances and deeds to secure debt (a/k/a “security deed”), and not a mortgage, and is
given to secure the payment and performance of the Indebtedness, and (2) a security agreement pursuant to the provisions of the
Uniform Commercial Code of Georgia, Title 11 of the Official Code of Georgia. Moreover, use of the terms “Mortgaged
Property” or “Mortgage Loan,” whether in this Security Instrument or in any other Loan Document, shall not be
construed to mean that this Security Instrument is a mortgage.


 


(d)          Lender’s
acceptance, if any, of an assumption of the obligations of this Security Instrument and the Note, and the release of Borrower pursuant
to the Loan Agreement, shall not constitute a novation and shall not affect the priority of the lien created by this Security Instrument.


 


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(e)          The
interest of Lender under this Security Instrument and the liability and obligation of Borrower for the Indebtedness arise from
a “commercial transaction” within the meaning of O.C.G.A. Section 44-14-260(1). Accordingly, pursuant to O.C.G.A.
Section 44-14-263, Borrower waives any and all rights which Borrower may have to notice (other than as may be expressly provided
for herein) prior to seizure by Lender of any interest in personal property of Borrower which constitutes part of the Mortgaged
Property, whether such seizure is by writ of possession or otherwise.


 


(f)          In
all events where Borrower may be obligated to pay all reasonable costs, expenses and attorneys’ fees incurred by Lender in
connection with the Loan Documents, “reasonable attorneys’ fees” or words of similar import shall in all events
mean reasonable attorneys’ fees, actually incurred, without the application of the statutory presumption established by the
O.C.G.A. Section 13-1-11.


 


(g)          Pursuant
to O.C.G.A. Section 44-14-80, the parties to this Security Instrument intend to establish and do hereby establish a perpetual or
indefinite security interest in the Mortgaged Property.


 


(h)          Wherever
the word “lien” is used with respect to the encumbrance effected by this Security Instrument, such as in the phrase
“the lien of this Security Instrument,” or words of similar import, such word shall mean and be a reference to the
“lien and security title” of this Security Instrument.


 


		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.


 


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(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.


 


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		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.


 


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
	 	 	 	(Ground Lease Provisions)


 


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]


 


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	 	BORROWER:
	 	 
	 	BR CARROLL TENSIDE, LLC, a Delaware limited liability company
	 	 	 	 
	 	By:	/s/ Jordan Ruddy	(SEAL)
	 	 	Jordan Ruddy	 
	 	 	Authorized Signatory	 


 


	Signed, sealed and delivered in the presence of:	 
	 	 
	/s/ Molly Brown	 
	 	 
	Print Name: Molly Brown, Unofficial Witness	 
	 	 
	/s/ Lisa Hedden	 
	Notary Public, Lisa Hedden	 
	County, New York	 
	[SEAL]	 
	 	 
	Date:  June 24, 2016	 
	 	 
	My commission expires: June 24, 2017	 


 


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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 Tenside, 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: 6058627



 


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


 


Record Fee Owner of Real Estate: The Atlanta
Development Authority


 


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EXHIBIT A


 


DESCRIPTION OF THE LAND


 


ALL THAT TRACT OR PARCEL OF LAND lying
and being in Land Lot(s) 149 & 150 of the 17TH District, Fulton County, Georgia and being more particularly described as follows:


 


Beginning at a pk nail set at the southwest
end of the mitered intersection of the westerly right-of-way line of Northside Drive (90' R/W) and the northerly right-of-way line
of Tenth Street (60' R/W) said point being the POINT OF BEGINNING; thence along the northerly right-of-way line of Tenth Street
(60' R/W the following courses and distances: North 89 degrees 35 minutes 01 seconds West a distance of 27.90 feet to a point;
thence, North 89 degrees 34 minutes 09 seconds West a distance of 243.08 feet to a point; thence North 89 degrees 31 minutes 07
seconds West a distance of 149.89 feet to a pk nail set at the intersection of said right-of-way line and the easterly right-of-way
line of Watkins street (R/W Varies); thence along the easterly right-of-way line of Watkins Street (R/W Varies) North 02 degrees
59 minutes 27 seconds East a distance of 245.14 feet to a pk nail set at the intersection of said right-of-way line and the southerly
right-of-way line of Edgehill Avenue (40' R/W); thence along the southerly right-of-way line of Edgehill Avenue (40' R/W) South
84 degrees 28 minutes 25 seconds East a distance of 149.84 feet to a point; thence leaving said right-of-way line North 00 degrees
03 minutes 05 seconds West a distance of 40.33 feet to a point; thence North 00 degrees 05 minutes 47 seconds East, a distance
of 107.91 feet to a pk nail set; thence South 89 degrees 42 minutes 31 seconds East a distance of 39.73 feet to a pk nail set;
thence North 00 degrees 22 minutes 13 seconds East a distance of 100.06 feet to a pk nail set on the southerly right-of-way line
of Eleventh Street (40' R/W); thence along said right-of-way line the following courses and distances: North 89 degrees 56 minutes
42 seconds East a distance of 142.12 feet to a point; thence South 89 degrees 58 minutes 43 seconds East a distance of 105.45 feet
to a pk nail set of the intersection of said right-of-way line and the westerly right-of-way line of Northside Drive (90' R/W);
thence along the westerly right-of-way line of Northside Drive (90' R/W) the following courses and distances: South 00 degrees
19 minutes 26 seconds West a distance of 147.18 feet to a point; thence South 00 degrees 26 minutes 51 seconds West a distance
of 69.53 feet to a point; thence South 00 degrees 32 minutes 10 seconds West a distance of 242.59 feet to a pk nail set; thence
South 48 degrees 31 minutes 09 seconds West a distance of 34.07 feet to a pk nail set and the TRUE POINT OF BEGINNING.


 


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EXHIBIT B


 


MODIFICATIONS TO SECURITY INSTRUMENT


(Ground Lease Provisions)


 


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:


 


“Bonds” means
The Atlanta Development Authority Taxable Lease Purchase Revenue Bonds (Tivoli Tenside Project) Series 2009 issued in the amount
of $70,000,000 pursuant to the Indenture of Trust between Atlanta Development Authority, as issuer, and The Bank of New York Mellon
Trust Co., Inc., as trustee, dated December 1, 2009.


 


“Fee
Estate” means the fee estate of Ground Lessor under the Ground Lease.


 


“Ground Lease”
means the lease described in Schedule A attached hereto pursuant to which Borrower, as lessee, leases the Land and
Improvements from the Ground Lessor, as such lease may from time to time be amended, modified, supplemented, renewed and extended.


 


“Ground Lessee Default”
means (a) a default by Borrower in making any payment of rent, additional rent or other sum of money payable by Borrower to
Ground Lessor under the Ground Lease on the date such payment is due and payable, or (b) a default by Borrower in performing
or observing any of the terms, covenants or conditions of the Ground Lease (other than the payments referred to in clause (a))
required to be performed or observed by Borrower.


 


“Ground Lessor”
means the lessor from time to time under the Ground Lease.


 


“Ground Lessor Bankruptcy
Event” means any one or more of the following:


 


(a)          the
commencement of a voluntary case under one or more of the Insolvency Laws by Ground Lessor;


 


(b)          the
acknowledgment in writing by Ground Lessor that it is unable to pay its debts generally as they mature;


 


(c)          the
making of a general assignment for the benefit of creditors by Ground Lessor;


 


(d)          the
filing of an involuntary case under one or more Insolvency Laws against Ground Lessor; or


 


(e)          the
appointment of a receiver, liquidator, custodian, sequestrator, trustee or other similar officer who exercises control over Ground
Lessor or any substantial part of the assets of Ground Lessor;


 


	Modifications to Security Instrument 

(Ground Lease Provisions)	Form 6308	Page 1
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provided, however, that any proceeding
or case under (d) or (e) above shall not be a Ground Lessor Bankruptcy Event until the ninetieth (90th) day after filing (if
not earlier dismissed) so long as such proceeding or case occurred without the consent, encouragement or active participation of
(1) Ground Lessor, (2) any Person Controlling Ground Lessor or (3) any Person Controlled by or under common Control
with Ground Lessor (in which event such case or proceeding shall be a Ground Lessor Bankruptcy Event immediately).


 


“Ground Lessor Default”
means a default by Ground Lessor in performing or observing any of the terms, covenants or conditions of the Ground Lease required
to be performed or observed by Ground Lessor.


 


“Ground Rent”
means the base or minimum rent payable in fixed monthly or other periodic installments under the Ground Lease.


 


“Leasehold Estate”
means Borrower’s interest in the Land and Improvements pursuant to the Ground Lease, including (a) all rights of Borrower
to renew or extend the term of the Ground Lease, (b) all amounts deposited by Borrower with Ground Lessor under the Ground
Lease, (c) Borrower’s right or privilege to terminate, cancel, surrender, modify or amend the Ground Lease, and (d) all
other options, privileges and rights granted and demised to Borrower under the Ground Lease and all appurtenances with respect
to the Ground Lease.


 


“Lender’s Assumption
Notice” means a notice from Lender to Borrower in which (a) Lender demands that Borrower assume the Ground Lease
and assign the Ground Lease to Lender, or its designee, in accordance with the applicable Insolvency Laws, and (b) Lender
agrees to cure or provide adequate assurance of prompt cure of all Ground Lessee Defaults reasonably susceptible of being cured
by Lender and of future performance under the Ground Lease.


 


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


 


“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
Leasehold Estate;


 


(b)          the
Personalty;


 


(c)          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;


 


(d)          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;


 


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(e)          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;


 


(f)          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;


 


(g)          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;


 


(h)          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;


 


(i)          Imposition
Deposits;


 


(j)          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);


 


(k)          tenant
security deposits;


 


(l)          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;


 


(m)          Collateral
Accounts and all Collateral Account Funds;


 


(n)          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


 


(o)          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.


 


4.          The
following section is hereby added to the Security Instrument as Section 16 (Ground Lease Provisions):


 


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16.         Ground
Lease Provisions.


 


(a)          Representations
and Warranties Regarding Ground Lease.


 


Borrower
warrants and represents to Lender that, as of the Effective Date:


 


(1)         the
Ground Lease is in full force and effect in accordance with its terms, unmodified by any writing or otherwise, except as previously
disclosed to Lender in writing;


 


(2)         Borrower
has not waived, canceled or surrendered any of its rights under the Ground Lease;


 


(3)         Borrower
is the sole owner of, and has good and marketable title to, the Leasehold Estate;


 


(4)         Borrower
enjoys the quiet and peaceful possession of the Leasehold Estate, and there are, as of the date hereof, no defenses to Borrower’s
enforcement of its rights under the Ground Lease;


 


(5)         the
Leasehold Estate is free and clear of all liens, encumbrances and other matters affecting title, other than the lien of the Security
Instrument and the easements and restrictions listed in a schedule of exceptions to coverage in the title insurance policy issued
to Lender contemporaneously with the execution and recordation of the Security Instrument and insuring Lender’s interest
in the Mortgaged Property, including the Leasehold Estate;


 


(6)         there
is no existing Ground Lessee Default and no event has occurred which, with the passage of time or the giving of notice, or both,
would constitute a Ground Lessee Default; and


 


(7)         to
the best of Borrower’s knowledge, there is no existing Ground Lessor Default and no event has occurred which, with the passage
of time or the giving of notice, or both, would constitute a Ground Lessor Default.


 


(b)          Affirmative
Covenants Regarding Ground Lease.


 


Borrower
shall:


 


(1)         pay
the Ground Rent and all other sums of money due and payable at any time and from time to time under the Ground Lease as and when
such sums become due and payable, but in any event before the expiration of any grace period provided in the Ground Lease for the
payment of any such sum, and


 


(2)         at
all times promptly and fully perform, observe and comply with all other terms, covenants and conditions of the Ground Lease to
be performed, observed or complied with by Borrower as lessee under the Ground Lease, at the times for performance set forth therein,
with allowance for grace periods, if any, and will enforce the obligations of Ground Lessor under the Ground Lease to the end that
Borrower may enjoy all of the material rights granted it under the Ground Lease.


 


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If the Ground Lease does not provide
for a grace period for the payment of a sum of money, Borrower shall make the payment on or before the date on which the payment
becomes due and payable. Borrower shall deliver evidence of the payment to Lender within ten (10) days after receipt of a
written request from Lender for evidence of the payment.


 


Notwithstanding the foregoing or
anything else in this Agreement to the contrary, so long as Borrower is the holder of the Bonds, Lender acknowledges and agrees
that Ground Rent will be paid and administered in accordance with the “Home Office Payment Agreement” under the Ground
Lease, and Borrower shall not be obligated to make any monthly deposits with Lender to cover required Ground Rent payments pursuant
hereto. Borrower will not transfer its interest in the Bonds without Lender’s prior written consent.


 


(c)          Negative
Covenants Regarding Ground Lease.


 


Borrower
shall not, without the written consent of Lender (which may be given or withheld by Lender in its sole and absolute discretion):


 


(1)         surrender
the Leasehold Estate to Ground Lessor or terminate or cancel the Ground Lease;


 


(2)         amend,
modify or change the Ground Lease, either orally or in writing, or waive any of Borrower’s rights under the Ground Lease;


 


(3)         subordinate
the Ground Lease or the Leasehold Estate to any mortgage, deed of trust or other lien on the Fee Estate;


 


(4)         except
as otherwise provided in Section 16(d) (Ground Lease Provisions – Ground Lessee’s Bankruptcy Event) of this Security
Instrument, reject or assume the Ground Lease or assign the Leasehold Estate pursuant to any Insolvency Laws. Borrower absolutely
and unconditionally transfers and assigns to Lender all of Borrower’s rights to surrender, terminate, cancel, modify and
change the Ground Lease, and any such surrender, termination, cancellation, modification or change made without the prior written
consent of Lender shall be void and have no legal effect; or


 


(5)         acquire
the Fee Estate.


 


Notwithstanding the foregoing or
anything else in this Agreement to the contrary, on or after the later of January 1, 2021 or the termination of the tax benefits
that the Mortgaged Property receives in connection with Ground Lease, and provided that Borrower complies with subsection (h) below,
Lender shall not unreasonably withhold, condition or delay its approval of Borrower’s (1) termination or cancellation of
the Ground Lease or (2) acquisition of the Fee Estate.


 


(d)          Ground
Lessee’s Bankruptcy Event.


 


(1)         Borrower
assigns to Lender, as additional security for the Indebtedness, Borrower’s right to reject the Ground Lease under the Insolvency
Laws after the occurrence of a Bankruptcy Event, subject to Section 16(d)(2) (Ground Lease Provisions – Ground Lessee’s
Bankruptcy Event) of this Security Instrument.


 


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(2)         If,
after the occurrence of a Bankruptcy Event, Borrower decides to reject the Ground Lease, Borrower shall give Lender written notice,
at least ten (10) Business Days in advance, of the date on which Borrower intends to apply to any bankruptcy court for authority
and permission to reject the Ground Lease. Lender shall have the right, but not the obligation, within ten (10) days after
receipt of Borrower’s notice, to deliver a Lender’s Assumption Notice. If Lender timely delivers Lender’s Assumption
Notice to Borrower, Borrower shall not reject the Ground Lease and shall, within fifteen (15) days after receipt of Lender’s
notice, comply with the demand contained in Lender’s Assumption Notice. If Lender does not timely deliver Lender’s
Assumption Notice to Borrower, Borrower shall have the right to reject the Ground Lease.


 


(e)          Ground
Lessor’s Bankruptcy Event.


 


(1)         If,
after the occurrence of a Ground Lessor Bankruptcy Event, Ground Lessor rejects the Ground Lease pursuant to the Insolvency Laws,
(A) Borrower, immediately after obtaining notice of the rejection, shall deliver a copy of the notice to Lender, (B) Borrower
shall not, without Lender’s prior written consent (which may be given or withheld in Lender’s discretion), elect to
treat the Ground Lease as terminated pursuant to the applicable Insolvency Laws, and (C) this Security Instrument and the
lien created by this Security Instrument shall extend to and encumber Borrower’s retained rights under the Ground Lease that
are appurtenant to the Leasehold Estate for the balance of the term of the Ground Lease and for any renewal or extension of those
rights under the Ground Lease. Borrower transfers and assigns to Lender, as additional security for the Indebtedness, Borrower’s
rights, after Ground Lessor’s rejection of the Ground Lease, to treat the Ground Lease as terminated, and any termination
of the Ground Lease made by Borrower without Lender’s prior written consent shall be void and have no legal effect.


 


(2)         Borrower
transfers and assigns to Lender, as additional security for the Indebtedness, all of Borrower’s rights to damages caused
by Ground Lessor’s rejection of the Ground Lease after the occurrence of a Ground Lessor Bankruptcy Event and all of Borrower’s
rights to offset such damages against rent payable under the Ground Lease. As long as no Event of Default has occurred and is continuing,
Lender agrees that it will not enforce its rights under the preceding sentence, but will permit Borrower to exercise such rights
with Lender’s prior written consent. Any amounts received by Lender as damages arising out of Ground Lessor’s rejection
of the Ground Lease shall be applied in the manner set forth in Section 2.02(f) of the Loan Agreement (Application of Payments).


 


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(f)          Lender’s
Right to Cure Ground Lessee Defaults.


 


At any time
after Lender receives notice of a Ground Lessee Default, (1) Lender may (but shall not be obligated to do so), make any payment,
perform any obligation, and take any other action Borrower would have the right to pay, perform or take under the Ground Lease
which Lender deems necessary or desirable to cure the Ground Lessee Default, and (2) Lender and its authorized agents shall
have the right at any time or from time to time to enter the Mortgaged Property, or any part thereof, including the Leasehold Estate,
to such extent and as often as Lender, in its discretion, deems necessary or desirable in order to cure the Ground Lessee Default,
subject to the rights of the tenants and occupants of the Mortgaged Property. Lender may exercise its rights hereunder immediately
after receipt of notice of a Ground Lessee Default and without regard to any grace period provided to Borrower in the Ground Lease
to cure the Ground Lessee Default. For purposes of exercising its rights hereunder, Lender shall be fully protected for any action
taken or omitted to be taken by Lender, in good faith, in reliance on any written notice from Ground Lessor stating that a Ground
Lessee Default has occurred and is continuing even though Borrower may question or deny the existence or nature of the Ground Lessee
Default. All expenditures made by Lender hereunder to cure a Ground Lessee Default shall become an additional part of the Indebtedness.


 


(g)          Option
To Renew Or Extend Ground Lease.


 


Borrower
shall give Lender written notice of Borrower’s intention to exercise each option to renew or extend the term of the Ground
Lease at least ninety (90) days, but not more than one hundred fifty (150) days, before the last day on which the option
may be timely exercised. If Borrower intends to renew or extend the term of the Ground Lease, it shall deliver to Lender, together
with the notice of such decision, a copy of the notice of renewal or extension it delivers to Ground Lessor. If Borrower does not
intend to renew or extend the term of the Ground Lease or, if Borrower fails to deliver its written notice of exercise of its option
to renew or extend the term of the Ground Lease at least ninety (90) days before the last day on which the option may be timely
exercised, Lender shall have the right, but shall not be obligated, to renew or extend the term of the Ground Lease for and on
behalf of Borrower.


 


(h)          No
Merger of Estates.


 


If Borrower
acquires the Fee Estate, (1) there shall be no merger between the Fee Estate and the Leasehold Estate unless all persons,
including Lender, having an interest in the Ground Lease consent in writing to the merger, and (2) simultaneously with Borrower’s
acquisition of the Fee Estate, the lien of this Security Instrument shall automatically, without the necessity of any further conveyance,
be spread to cover the Fee Estate and as so spread shall be prior to the lien of any mortgage, deed of trust or other lien placed
on the Fee Estate after the date of this Security Instrument. Promptly after Borrower’s acquisition of the Fee Estate, Borrower,
at its sole cost and expense, including payment of Lender’s attorneys’ fees and out-of-pocket disbursements, shall
execute and deliver all documents and instruments necessary to subject the Fee Estate to the lien of this Security Instrument,
and shall provide to Lender a title insurance policy insuring the lien of this Security Instrument as a first lien on the Fee Estate
and the Leasehold Estate. If Lender acquires the Fee Estate and the Leasehold Estate (whether pursuant to the provisions of the
Ground Lease, by foreclosure of this Security Instrument, or otherwise), the Fee Estate and the Leasehold Estate shall not merge
as a result of such acquisition and shall remain separate and distinct for all purposes after such acquisition unless and until
Lender shall elect to merge the Fee Estate and the Leasehold Estate.


 


(i)          New
Lease.


 


If (1) the
Ground Lease is canceled or terminated for any reason before the natural expiration of its term, and (2) Lender (or its designee)
obtains from Ground Lessor a new lease in accordance with the term of the Ground Lease, Borrower shall have no right, title or
interest in and to the new lease or the leasehold estate created by the new lease.


 


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(j)          Notices
Under Ground Lease.


 


Borrower
shall deliver to Lender, within (1) ten (10) days after Borrower’s receipt, a true and correct copy of each notice,
demand, complaint or request from Ground Lessor under, or with respect to, the Ground Lease; and (2) within ten (10)
days after Borrower’s receipt of request from Lender, such other information and evidence as Lender may reasonably request
concerning Borrower’s due observance, performance and compliance with the terms, covenants and provisions of the Ground Lease.


 


(k)          Appointment
of Lender as Borrower’s Attorney-In-Fact.


 


Borrower
makes, constitutes and appoints Lender as Borrower’s attorney-in-fact, in Borrower’s name, place and stead, with full
power of substitution, to take all actions and to sign all documents and instruments which Lender, in its discretion, considers
to be necessary or desirable to (1) prevent or cure a Ground Lessee Default pursuant to Section 16(f) (Ground Lease Provisions
– Lender’s Right To Cure Ground Lessee Defaults) of this Security Instrument, (2) perform or carry out any of
Borrower’s covenants under Section 16(d) (Ground Lease Provisions – Ground Lessee’s Bankruptcy Event) of
this Security Instrument, (3) renew or extend the term of the Ground Lease pursuant to Section 16(g) (Ground Lease Provisions
– Option to Renew or Extend Ground Lease) of this Security Instrument, (4) appoint arbitrators and conduct arbitration
proceedings pursuant to the Ground Lease, and (5) request and obtain estoppel certificates from Ground Lessor pursuant to
the Ground Lease. Borrower gives and grants to Lender, as Borrower’s attorney-in-fact, full power and authority to do and
perform every act and sign every document and instrument necessary and proper to be done in the exercise of the foregoing power
as fully as Borrower might or could do, and Borrower hereby ratifies and confirms all acts that Lender, as Borrower’s attorney-in-fact,
shall lawfully do or cause to be done by virtue of this power of attorney. This power of attorney, being coupled with an interest,
shall be irrevocable as long as any of the Indebtedness remains unpaid


 


(l)          No
Lender Obligation Under Ground Lease.


 


Lender shall
have no liability or obligation under the Ground Lease by reason of its acceptance of this Security Instrument.


 


(m)          Schedule
A.


 


Schedule
A (Description of Ground Lease) is hereby attached to and made a part of this Security Instrument.


 


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	 	/s/ JR	 
	 	Borrower Initials	 


 





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SCHEDULE A


 


Lease Agreement dated December 1, 2009, between
The Atlanta Development Authority, as lessor, and Ten Side Holdings, LLC, as lessee and predecessor –in–interest to
BR Carroll Tenside, LLC.


 





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	Fannie Mae	01-16	© 2016 Fannie Mae