0000891804-10-005006 Sample Contracts

AMENDED & RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BR AUGUSTA JV MEMBER, LLC A DELAWARE LIMITED LIABILITY COMPANY DATED AS OF SEPTEMBER 1, 2010
Limited Liability Company Agreement • October 5th, 2010 • Bluerock Enhanced Multifamily Trust, Inc. • Real estate investment trusts • New York

This Amended and Restated Limited Liability Company Agreement (this “Agreement”) is adopted, executed, and agreed to effective on September 1, 2010, by and among Bluerock Special Opportunity + Income Fund II, LLC, a Delaware limited liability company (“SOIF II”), and BEMT Augusta, LLC, a Delaware limited liability company (“BEMT”), as Members (together, the “Members”), and SOIF II and BEMT, as Managers (together, the “Managers”).

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PROPERTY MANAGEMENT AGREEMENT
Property Management Agreement • October 5th, 2010 • Bluerock Enhanced Multifamily Trust, Inc. • Real estate investment trusts • Tennessee

This PROPERTY MANAGEMENT AGREEMENT (the “Agreement”), entered into as of this 27th day of September, 2010, by Bell BR Hillsboro Village JV, LLC, a Delaware limited liability company (“Owner”) and Bell Partners Inc., a North Carolina corporation (“Manager”).

PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • October 5th, 2010 • Bluerock Enhanced Multifamily Trust, Inc. • Real estate investment trusts • New York

This PLEDGE AND SECURITY AGREEMENT (this “Agreement”), dated as of September 1, 2010, made by BEMT Augusta, LLC, a Delaware limited liability company (“BEMT”) for Bluerock Special Opportunity + Income Fund II, LLC, a Delaware limited liability company (the “SOIF II”), recites and provides:

LIMITED LIABILITY COMPANY/JOINT VENTURE AGREEMENT
Limited Liability Company/Joint Venture Agreement • October 5th, 2010 • Bluerock Enhanced Multifamily Trust, Inc. • Real estate investment trusts • New York
PROPERTY MANAGEMENT AGREEMENT
Property Management Agreement • October 5th, 2010 • Bluerock Enhanced Multifamily Trust, Inc. • Real estate investment trusts • North Carolina

This Property Management Agreement is made and entered into as of this September 7, 2010, by and between BSF-St. Andrews, LLC , having an office at _19950 W. Country Club Drive, Suite 801, Aventura, Florida 222180__, a ___________________________________, (the “Owner”) and HAWTHORNE RESIDENTIAL PARTNERS, LLC, a North Carolina limited liability company, having an office at 1848 Banking Street, Greensboro, North Carolina 27408 (the “Manager”).

TENNESSEE MULTIFAMILY DEED OF TRUST, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT (Form 4043, 06/09)
Deed of Trust, Assignment of Rents and Security Agreement • October 5th, 2010 • Bluerock Enhanced Multifamily Trust, Inc. • Real estate investment trusts

PAGE 1. DEFINITIONS. 1 2. UNIFORM COMMERCIAL CODE SECURITY AGREEMENT. 7 3. ASSIGNMENT OF RENTS; APPOINTMENT OF RECEIVER; LENDER IN POSSESSION. 7 4. ASSIGNMENT OF LEASES; LEASES AFFECTING THE MORTGAGED PROPERTY. 9 6. EXCULPATION. 11 7. DEPOSITS FOR TAXES, INSURANCE AND OTHER CHARGES. 12 8. COLLATERAL AGREEMENTS. 13 9. APPLICATION OF PAYMENTS. 13 10. COMPLIANCE WITH LAWS. 13 11. USE OF PROPERTY. 14 12. PROTECTION OF LENDER'S SECURITY. 14 13. INSPECTION. 14 14. BOOKS AND RECORDS; FINANCIAL REPORTING. 14 15. TAXES; OPERATING EXPENSES. 16 16. LIENS; ENCUMBRANCES. 17

LIMITED LIABILITY COMPANY AGREEMENT OF
Limited Liability Company Agreement • October 5th, 2010 • Bluerock Enhanced Multifamily Trust, Inc. • Real estate investment trusts • New York
MULTIFAMILY NOTE
Multifamily Note • October 5th, 2010 • Bluerock Enhanced Multifamily Trust, Inc. • Real estate investment trusts

FOR VALUE RECEIVED, the undersigned ("Borrower") jointly and severally (if more than one) promises to pay to the order of CWCAPITAL LLC, a Massachusetts limited liability company, the principal sum of Seventeen Million Nine Hundred Sixty-Nine Thousand and 00/100 Dollars (US $17,969,000.00), with interest accruing at the Interest Rate on the unpaid principal balance from the Disbursement Date until fully paid.

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