MULTIFAMILY LOAN AND SECURITY AGREEMENT (CME) (Revised 7-20-2012)Multifamily Loan and Security Agreement • August 13th, 2014 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts
THIS MULTIFAMILY LOAN AND SECURITY AGREEMENT ("Loan Agreement") is dated as of the 12th day of September, 2012 and is made by and between VILLAGE GREEN OF ANN ARBOR ASSOCIATES, LLC, a Michigan limited liability company ("Borrower"), and KEYCORP REAL ESTATE CAPITAL MARKETS, INC., an Ohio corporation (together with its successors and assigns, "Lender").
March 28, 2014Underwriting Agreement • August 13th, 2014 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • New York
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BR ORLANDO UCFP, LLC A DELAWARE LIMITED LIABILITY COMPANY AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BR ORLANDO UCFP, LLC A DELAWARE LIMITED LIABILITY COMPANYLimited Liability Company Agreement • August 13th, 2014 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BR ORLANDO UCFP, LLC (herein referred to as the “Agreement”), is made and entered into as of the Effective Date (as hereinafter defined), by and between BRG UCFP Investor, LLC, as the Class A Member (“BRG”), and Bluerock Special Opportunity + Income Fund, LLC, a Delaware limited liability company, as the Class B Member (“SOIF”) (BRG and SOIF, together with any additional members hereinafter admitted, are referred to as the “Members”).
LIMITED LIABILITY COMPANY AGREEMENT OF BR CARROLL LANSBROOK JV, LLC A DELAWARE LIMITED LIABILITY COMPANY DATED AS OF FEBRUARY 12, 2014 LIMITED LIABILITY COMPANY AGREEMENT OF BR CARROLL LANSBROOK JV, LLCLimited Liability Company Agreement • August 13th, 2014 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • New York
THIS LIMITED LIABILITY COMPANY AGREEMENT of BR CARROLL LANSBROOK JV, LLC ("JV" or "Company") is made and entered into and is effective as of February 12, 2014, by and between BR Lansbrook JV Member, LLC, a Delaware limited liability company ("Bluerock") and Carroll Lansbrook JV Member, LLC, a Georgia limited liability company ("Carroll") (this "Agreement"). Capitalized terms used herein shall have the meanings ascribed to such terms in this Agreement.
MULTIFAMILY LOAN AND SECURITY AGREEMENT (NON-RECOURSE) BY AND BETWEEN BELL BR WATERFORD CROSSING JV, LLC, a Delaware limited liability company AND CWCAPITAL LLC, a Massachusetts limited liability company DATED AS OF April 4, 2012Multifamily Loan and Security Agreement • August 13th, 2014 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts
This MULTIFAMILY LOAN AND SECURITY AGREEMENT (as amended, restated, replaced, supplemented or otherwise modified from time to time, the "Loan Agreement") is made as of the Effective Date (as hereinafter defined) by and between BELL BR WATERFORD CROSSING JV, LLC, a Delaware limited liability company ("Borrower"), and CWCAPITAL LLC, a Massachusetts limited liability company ("Lender").
GUARANTY OF RECOURSE OBLIGATIONSGuaranty of Recourse Obligations • August 13th, 2014 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • New York
This GUARANTY OF RECOURSE OBLIGATIONS (this "Guaranty") is executed as of December 24, 2013 by R. RAMIN KAMFAR, a natural person, having an address at c/o Bluerock Real Estate, L.L.C., 712 Fifth Avenue, 9th Floor, New York, New York 10019 ("Guarantor"), for the benefit of ARBOR COMMERCIAL MORTGAGE, LLC, a New York limited liability company, having an address at 333 Earle Ovington Boulevard, Uniondale, New York 11553 (together with its successors and/or assigns, "Lender").
PROPERTY MANAGEMENT AGREEMENTProperty Management Agreement • August 13th, 2014 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts
This PROPERTY MANAGEMENT AGREEMENT (the “Agreement”), entered into as of this 29th day of March, 2012, by Bell BR Waterford Crossing JV, LLC, a Delaware limited liability company (“Owner”) and Bell Partners Inc., a North Carolina corporation (“Manager”).
OPERATING AGREEMENT OF BR/CDP UCFP VENTURE, LLCOperating Agreement • August 13th, 2014 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • New York
THIS OPERATING AGREEMENT (this "Agreement") is made and entered into this 15th day of January, 2014, by and between CDP UCFP Developer, LLC, a Georgia limited liability company (the "Catalyst Member") and BR Orlando UCFP, LLC, a Delaware limited liability company (the "BR Member").
BR WATERFORD JV MEMBER, LLC ASSIGNMENT OF MEMBERSHIP INTERESTAssignment of Membership Interest • August 13th, 2014 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts
Effective as of the 2nd day of April, 2014, for value received, BLUEROCK SPECIAL OPPORTUNITY + INCOME FUND, LLC, a Delaware limited liability company ("Assignor"), a member of BR WATERFORD JV MEMBER, LLC, a Delaware limited liability company (the "Company"), hereby sells, assigns and transfers unto BRG WATERFORD, LLC, a Delaware limited liability company ("Assignee"), all of its right, title, and interest in its ten percent (10%) limited liability company interest in the Company, together with any and all claims, title, interests, entitlements, capital account balances, distributions and other rights related to such limited liability company interest (the "Interest"). Assignee hereby accepts from Assignor the Interest and agrees to be substituted as a member in the Company in the place and stead of Assignor with respect to the Interest assigned to and accepted by Assignee as provided herein.
ASSIGNMENT OF MEMBERSHIP INTERESTAssignment of Membership Interest • August 13th, 2014 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts
Effective as of the 2nd day of April, 2014, for value received, BLUEROCK SPECIAL OPPORTUNITY + INCOME FUND II, LLC, a Delaware limited liability company ("Assignor"), a member of BR VG ANN ARBOR JV MEMBER, LLC, a Delaware limited liability company (the "Company"), hereby sells, assigns and transfers unto BRG ANN ARBOR, LLC, a Delaware limited liability company ("Assignee"), all of its right, title and interest in its fifty-eight and six thousand eighty-four ten thousandths percent (58.6084%) limited liability company interest in the Company, together with any and all claims, title, interests, entitlements, capital account balances, distributions and other rights related to such limited liability company interest (the "Interest"). Assignee hereby accepts from Assignor the Interest and agrees to be substituted as a member in the Company in the place and stead of Assignor with respect to the Interest assigned to and accepted by Assignee as provided herein.
ASSIGNMENT OF MANAGEMENT AGREEMENT AND SUBORDINATION OF MANAGEMENT FEESAssignment of Management Agreement and Subordination of Management Fees • August 13th, 2014 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts
THIS ASSIGNMENT OF MANAGEMENT AGREEMENT AND SUBORDINATION OF MANAGEMENT FEES (this "Assignment") is made as of the 24th day of December, 2013, by BR-NPT SPRINGING ENTITY, LLC, a Delaware limited liability company, having its principal place of business at c/o Bluerock Real Estate, L.L.C., 712 Fifth Avenue, 9th Floor, New York, New York 10019 ("Borrower") to ARBOR COMMERCIAL MORTGAGE, LLC, a New York limited liability company, having an address at 333 Earle Ovington Boulevard, Uniondale, New York 11553 (together with its successors and/or assigns, "Lender"), and is consented and agreed to by BLUEROCK PROPERTY MANAGEMENT, LLC, a Michigan limited liability company, having its principal place of business at 27777 Franklin Road, Suite 900, Southfield, Michigan 48034 ("Manager").
PROPERTY MANAGEMENT AGREEMENTProperty Management Agreement • August 13th, 2014 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts
THIS PROPERTY MANAGEMENT AGREEMENT (the “Agreement”) made this 30th day of April, 2013, by and between BR – NPT SPRINGING ENTITY, LLC, a Delaware limited liability company (“Owner”), and BLUEROCK PROPERTY MANAGEMENT, LLC, a Michigan limited liability company (“Property Manager”).
GUARANTYGuaranty • August 13th, 2014 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts
THIS GUARANTY (this “Guaranty”) is executed as of July 1, 2014 by CFP RESIDENTIAL, L.P., a Texas limited partnership (“CFP”), MAPLE RESIDENTIAL, L.P., a Delaware limited partnership (“Maple”), CFH MAPLE RESIDENTIAL INVESTOR, L.P., a Texas limited partnership (“CFH”), VF RESIDENTIAL, LTD., a Texas limited partnership (VF Residential”), and VF MULTIFAMILY HOLDINGS, LTD., a Texas limited partnership (“VF Holdings”), for the benefit of COMPASS BANK, an Alabama banking corporation (“Compass”), and each of the financial institutions from time to time party to the Loan Agreement herein described (including Compass, the “Lenders”). Compass, in its capacity as Administrative Agent for itself and the other Lenders, is hereinafter referred to as “Agent”. CFP, Maple, CFH, VF Residential and VF Holdings are referred to herein individually as a “Guarantor” and collectively, as the “Guarantors”). Unless otherwise expressly set forth herein, Agent shall be deemed in all respects to be acting in the ca
DEVELOPMENT AGREEMENTDevelopment Agreement • August 13th, 2014 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • Texas
THIS DEVELOPMENT AGREEMENT, made and entered into this 30th day of June, 2014, by and between BR T&C BLVD., LLC, a Delaware limited liability company (hereinafter referred to as “Owner”), and MAPLE MULTI-FAMILY OPERATIONS, L.L.C., a Delaware limited liability company (hereinafter referred to as “Developer”).
LIMITED LIABILITY COMPANY AGREEMENT OF BRG UCFP INVESTOR, LLCLimited Liability Company Agreement • August 13th, 2014 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • Delaware
THIS LIMITED LIABILITY AGREEMENT (“Agreement”) of BRG UCFP INVESTOR, LLC, a Delaware limited liability company (the “Company”), is effective as of July 30, 2014, between the Company and Bluerock Residential Holdings, LP, a Delaware limited partnership, as the sole member of the Company (the “Member”).
ENVIRONMENTAL INDEMNITY AGREEMENTEnvironmental Indemnity Agreement • August 13th, 2014 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • New York
THIS ENVIRONMENTAL INDEMNITY AGREEMENT (this “Agreement") is made as of the 24th day of December, 2013 by BR-NPT SPRINGING ENTITY, LLC, a Delaware limited liability company, having an office at c/o Bluerock Real Estate, L.L.C., 712 Fifth Avenue, 9th Floor, New York, New York 10019 ("Borrower"), and R. RAMIN KAMFAR, a natural person, having an office at c/o Bluerock Real Estate, L.L.C., 712 Fifth Avenue, 9th Floor, New York, New York 10019 ("Non-Borrower Indemnitor", and collectively, “Non-Borrower Indemnitors"); and together with Borrower, each an “Indemnitor" and collectively, “Indemnitors"), in favor of ARBOR COMMERCIAL MORTGAGE, LLC, a New York limited liability company, having an office at 333 Earle Ovington Boulevard, Uniondale, New York 11553 (together with its successors and/or assigns, “Indemnitee") and the other Indemnified Parties (defined below).
ENVIRONMENTAL INDEMNITY AGREEMENTEnvironmental Indemnity Agreement • August 13th, 2014 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts
THIS ENVIRONMENTAL INDEMNITY AGREEMENT (this “Agreement”) made as of July 1, 2014 by BR T&C BLVD., LLC, a Delaware limited liability company (“Borrower”), for the benefit of COMPASS BANK, an Alabama banking corporation (“Compass”), and each of the financial institutions from time to time party to the Loan Agreement (as defined herein), (including Compass, the “Lenders”). Compass, in its capacity as Administrative Agent for itself and for the other Lenders, is hereinafter referred to as “Agent”. All capitalized terms utilized but not defined herein shall, unless the context otherwise indicates, have the meaning ascribed to such capitalized terms in the Loan Agreement. Unless otherwise expressly set forth herein, Agent shall be deemed in all respects to be acting in the capacity of Agent for itself and all of the Lenders, as set forth in, and in accordance with, the Loan Agreement.
CONSTRUCTION LOAN AGREEMENT EXECUTED BY AND BETWEEN BR T&C Blvd., LLC, a Delaware limited liability company, as Borrower and COMPASS BANK, an Alabama banking corporation, as Administrative Agent and The Lenders signatory heretoConstruction Loan Agreement • August 13th, 2014 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • Texas
THIS CONSTRUCTION LOAN AGREEMENT (this “Agreement”), is dated effective as of July 1, 2014, by and between BR T&C BLVD., LLC, a Delaware limited liability company (“Borrower”), COMPASS BANK, an Alabama banking corporation (in its individual capacity, “Compass”), and each of the lenders that is a signatory hereto or which becomes a signatory hereto (including Compass, each individually a “Lender” and collectively, the “Lenders”). Compass, in its capacity as Administrative Agent for the Lenders, is hereinafter referred to as the “Administrative Agent”.
March 28, 2014Underwriting Agreement • August 13th, 2014 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • New York
March 28, 2014Underwriting Agreement • August 13th, 2014 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • New York
MANAGEMENT AGREEMENTManagement Agreement • August 13th, 2014 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts
LOAN AGREEMENT BETWEEN BR CARROLL LANSBROOK, LLC, as Borrower AND GENERAL ELECTRIC CAPITAL CORPORATION, as Lender March 21, 2014Loan Agreement • August 13th, 2014 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • Florida
THIS LOAN AGREEMENT (this “Agreement”) is entered into as of March 21, 2014 between GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“Lender”) and BR CARROLL LANSBROOK, LLC, a Delaware limited liability company (“Borrower”).
If: 2014083633 BK: 18349 PG: 945, 03/25/2014 at 04:49 PM, RECORDING 4 PAGES $35.50 M DOC STAMP COLLECTION: $90599.60 KEN BURKE, CLERK OF COURT AND COMPTROLLER PINELLAS COUNTY, FL BY DEPUTY CLERK: CLKDU10 PREPARED BY: Stephen F. Katz, Esq. Greenberg...Assumption Agreement • August 13th, 2014 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts
MORTGAGE ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILINGMortgage Assignment of Rents, Security Agreement and Fixture Filing • August 13th, 2014 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • Georgia
THIS MORTGAGE, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this “Mortgage”) is made as of May 14, 2014, by UCFP OWNER, LLC, a Delaware limited liability company, as Trustee under the BR/CDP Colonial Trust Agreement dated December 15, 2013 (“Mortgagor”) whose address is 880 Glenwood Avenue SE, Suite H, Atlanta, GA 30316, in favor of KEYBANK NATIONAL ASSOCIATION, its successors and assigns (“Mortgagee”) whose address is 66 South Pearl St., 5th Floor, MSC: NY-31-66-0567, Albany, NY 12207.
MULTIFAMILY MORTGAGE MICHIGAN (CME AND PORTFOLIO) (Revised 1-11-2012)Multifamily Mortgage • August 13th, 2014 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts
FIRST amendment to limited liability company/joint venture agreement FOR bell BR waterford crossing jv, LLC, A DELAWARE LIMITED LIABILITY COMPANYLimited Liability Company/Joint Venture Agreement • August 13th, 2014 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts
This first Amendment to limited liability company/joint venture agreement (this “First Amendment”) is made as of the 2nd day of April, 2014, by and between BR WATERFORD JV MEMBER, LLC, a Delaware limited liability company (“Bluerock”), and BELL HNW NASHVILLE PORTFOLIO, LLC, a North Carolina limited liability company (“Bell”).
DEVELOPMENT AGREEMENTDevelopment Agreement • August 13th, 2014 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • New York
OWNER-CONTRACTOR CONSTRUCTION AGREEMENTOwner-Contractor Construction Agreement • August 13th, 2014 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • Texas
This Owner-Contractor Construction Agreement (this "Agreement"), dated as of June 30, 2014, is between BR T&C Blvd., LLC, a Delaware limited liability company ("Owner"), whose address is 820 Gessner, Suite 760, Houston, Texas 77024, and Maple Multi-Family TX Contractor, L.L.C., a Texas limited liability company ("Contractor"), whose address is 820 Gessner, Suite 760, Houston, Texas 77024. An additional copy of any notice to Owner shall be provided to Owner at c/o of Bluerock Real Estate, LLC, 712 Fifth Avenue, 9th Floor, New York, NY 10019, Attn: Jordan Ruddy and Michael Konig. Owner and Contractor agree as follows:
MEMBERSHIP INTEREST PURCHASE AGREEMENT SALE OF BR LANSBROOK JV MEMBER, LLC INTERESTS FROM BLUEROCK SPECIAL OPPORTUNITY + INCOME FUND II, LLC AND BLUEROCK SPECIAL OPPORTUNITY + INCOME FUND III, LLC TO BLUEROCK RESIDENTIAL HOLDINGS, L.P. CONTENTSMembership Interest Purchase Agreement • August 13th, 2014 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • New York
This Membership Interest Purchase Agreement (this “Agreement”) is made as of the Effective Date (defined below), by and among BLUEROCK SPECIAL OPPORTUNITY + INCOME FUND II, LLC, a Delaware limited liability company (“SOIF II”), BLUEROCK SPECIAL OPPORTUNITY + INCOME FUND III, LLC, a Delaware limited liability company (“SOIF III”) (collectively, SOIF II and SOIF III shall be referred to herein as the “SOIF Parties” or the “Sellers,” and individually, each is a “Seller”) and BLUEROCK RESIDENTIAL HOLDINGS, L.P., a Delaware limited partnership (“REIT”).
FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF BR OAK CREST VILLAS, LLC, A DELAWARE LIMITED LIABILITY COMPANYLimited Liability Company Agreement • August 13th, 2014 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • Delaware
THIS FIRST AMENDMENT to the Limited Liability Company Agreement (the “Amendment”) of BR OAK CREST VILLAS, LLC, a Delaware limited liability company (the “Company”) is made and entered into to be effective as of the 2nd day of April, 2014, by BRG OAK CREST, LLC, a Delaware limited liability company (“BRG”); DR. REZA KAMFAR and FOROUGH KAMFAR, as joint tenants with rights of survivorship, and STEPHANIE KAMFAR, as Members (each a “Member” and together, the “Members”); and BRG, as Manager (the “Manager”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY/JOINT VENTURE AGREEMENT OF BR VG ANN ARBOR JV MEMBER, LLC A DELAWARE LIMITED LIABILITY COMPANY DATED EFFECTIVE AS OF April 2, 2014Limited Liability Company/Joint Venture Agreement • August 13th, 2014 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • New York
BR OAK CREST VILLAS, LLC LIMITED LIABILITY COMPANY agreementLimited Liability Company Agreement • August 13th, 2014 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • Delaware
This Limited Liability Company Agreement (this “Agreement”) is adopted, executed, and agreed to this 12th day of December, 2011, by Bluerock Special Opportunity + Income Fund II, LLC, a Delaware limited liability company with its principal executive offices located at 70 East 55th Street, 9th Floor, New York, New York 10022, as sole member (the “Member”).
BR-NPT SPRINGING ENTITY, LLC, as mortgagor (Mortgagor) to ARBOR COMMERCIAL MORTGAGE, LLC, as mortgagee (Mortgagee) MORTGAGEMortgage • August 13th, 2014 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • New York
THIS MORTGAGE (this "Mortgage") is made as of this 24th day of December, 2013, by BR-NPT SPRINGING ENTITY, LLC, a Delaware limited liability company, having its principal place of business at c/o Bluerock Real Estate, L.L.C., 712 Fifth Avenue, 9th Floor, New York, New York 10019, as mortgagor ("Mortgagor"), for the benefit of ARBOR COMMERCIAL MORTGAGE, LLC, a New York limited liability company, having an address at 333 Earle Ovington Boulevard, Uniondale, New York 11553, as mortgagee (together with its successors and/or assigns, "Mortgagee").
ContractAssignment of Security Instrument • August 13th, 2014 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts
JOINDER BY AND AGREEMENT OF ORIGINAL INDEMNITORJoinder Agreement • August 13th, 2014 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts
The undersigned, R. RAMIN KAMFAR (individually and collectively, “Original Indemnitor”) being the guarantor/indemnitor under the Guaranty and the Environmental Indemnity executed in connection with the Loan described in the Note and Mortgage Assumption Agreement (“Agreement”) to which this Joinder by and Agreement of Original Indemnitor (“Original Indemnitor Joinder”) is attached, hereby represents and warrants to, and acknowledges and agrees with, Lender the following:
