INDEMNIFICATION 113
§17. SURVIVAL OF COVENANTS, ETC. 114
§18. ASSIGNMENT AND PARTICIPATION
114
iv
§18.1 Conditions to Assignment by Lenders 114
§18.2 Register 115
§18.3 New
Notes 115
§18.4 Participations 116
§18.5 Pledge by Lender 116
§18.6 No
Assignment by Borrowers 117
§18.7 Disclosure 117
§18.8 Titled Agents 117
§18.9 Amendments to Loan Documents 117
§18.10 Mandatory Assignment 118
§19. NOTICES 118
§20. RELATIONSHIP 119
§21. GOVERNING LAW;
CONSENT TO JURISDICTION AND SERVICE 119
§22. HEADINGS 120
§23.
COUNTERPARTS 120
§24. ENTIRE AGREEMENT, ETC. 120
§25. WAIVER OF
JURY TRIAL AND CERTAIN DAMAGE CLAIMS 120
§26. DEALINGS WITH THE
BORROWERS 121
§27. CONSENTS, AMENDMENTS, WAIVERS, ETC. 121
§28.
SEVERABILITY 122
§29. TIME OF THE ESSENCE 122
§30. NO UNWRITTEN
AGREEMENTS 122
§31. REPLACEMENT NOTES 122
§32. NO THIRD PARTIES
BENEFITED 123
§33. PATRIOT ACT 123
§34. Acknowledgement and
consent to bail-in of eea financial institutions 123
§35. JOINT AND
SEVERAL LIABILITY 124
§36. ADDITIONAL AGREEMENTS CONCERNING OBLIGATIONS
OF BORROWERS 124
§36.1 Attorney-in-Fact 124
§36.2 Accommodation 124
§36.3 Waiver of Automatic or Supplemental Stay 124
§36.4 Waiver of Defenses
124
§36.5 Waiver 126
§36.6 Subordination 127
§36.7 Waiver of Rights Under
Anti-Deficiency Rules 127
§36.8 Further Waivers 127
§37.
ACKNOWLEDGMENT OF BENEFITS; EFFECT OF AVOIDANCE PROVISIONS 128
§38.
ACKNOWLEDGEMENT REGARDING ANY SUPPORTED QFCs 129
v
EXHIBITS AND SCHEDULES
Exhibit A FORM OF NOTE
Exhibit B FORM OF JOINDER AGREEMENT
Exhibit C
FORM OF REQUEST FOR LOAN
Exhibit D FORM OF LETTER OF CREDIT REQUEST
Exhibit E FORM OF BORROWING BASE AVAILABILITY CERTIFICATE
Exhibit F FORM OF
COMPLIANCE CERTIFICATE
Exhibit G FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT
Exhibit H FORM OF LETTER OF CREDIT APPLICATION
Exhibit I FORMS OF TAX
COMPLIANCE CERTIFICATE
Schedule 1.1 LENDERS AND COMMITMENTS
Schedule 1.2
ELIGIBLE REAL ESTATE QUALIFICATION DOCUMENTS
Schedule 6.3 LIST OF ALL
ENCUMBRANCES ON ASSETS
Schedule 6.5 NO MATERIAL CHANGES
Schedule 6.7
PENDING LITIGATION
Schedule 6.15 CERTAIN TRANSACTIONS
Schedule 6.20(d)
REQUIRED ENVIRONMENTAL ACTIONS
Schedule 6.21 SUBSIDIARIES
Schedule 6.23
PROPERTIES/PROPERTY EXCEPTIONS/MANAGEMENT AGREEMENTS
Schedule 6.25 MATERIAL
LOAN AGREEMENTS
Schedule 19 NOTICE ADDRESSES
vi
THIS AMENDED AND RESTATED CREDIT AGREEMENT AMENDS AND RESTATES IN ITS ENTIRETY
THAT CERTAIN CREDIT AGREEMENT DATED OCTOBER 4, 2017, (THE "EXISTING CREDIT
AGREEMENT"), BY AND AMONG BLUEROCK RESIDENTIAL HOLDINGS, L.P., AS PARENT
BORROWER, BLUEROCK RESIDENTIAL GROWTH REIT, INC., AS GUARANTOR, THE OTHER
SUBSIDIARY BORROWERS AND SUBSIDIARY GUARANTORS PARTIES THERETO, KEYBANK NATIONAL
ASSOCIATION AND THE OTHER LENDING INSTITUTIONS PARTIES TO THE AGREEMENT AS
"LENDERS", AND KEYBANK NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT FOR THE
LENDERS
AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDED AND RESTATED CREDIT AGREEMENT is made as of March 6, 2020, by and
among BLUEROCK RESIDENTIAL HOLDINGS, L.P., a Delaware limited partnership
("Parent Borrower"), the Subsidiary Borrowers which are or may become parties
hereto (together with the Parent Borrower, the "Borrowers"), Bluerock
residential GROWTH REIT, INC., a Maryland corporation ("REIT Guarantor"), the
Subsidiary Guarantors which are or may become parties hereto (together with the
REIT Guarantor, the "Guarantors"), KEYBANK NATIONAL ASSOCIATION ("KeyBank"), the
other lending institutions which are parties to this Agreement as