MULTIFAMILY LOAN AND SECURITY AGREEMENT (Revised 9-4-2015)Multifamily Loan and Security Agreement • February 24th, 2016 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts
THIS MULTIFAMILY LOAN AND SECURITY AGREEMENT (“Loan Agreement”) is dated as of the 29th day of October, 2015 and is made by and between BR CARROLL PHILLIPS CREEK RANCH, LLC, a Delaware limited liability company (“Borrower”), and CBRE CAPITAL MARKETS, INC., a Texas corporation (together with its successors and assigns, “Lender”).
MULTIFAMILY NOTE FLOATING RATEBluerock Residential Growth REIT, Inc. • February 24th, 2016 • Real estate investment trusts
FOR VALUE RECEIVED, BR CARROLL PHILLIPS CREEK RANCH, LLC, a Delaware limited liability company (together with such party’s or parties’ successors and assigns, “Borrower”) jointly and severally (if more than one), promises to pay to the order of CBRE CAPITAL MARKETS, INC., a Texas corporation, the principal sum of $38,684,000.00, with interest on the unpaid principal balance, as hereinafter provided.
MULTIFAMILY MORTGAGE, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT FLORIDA (Revised 3-1-2014)And Security Agreement • February 24th, 2016 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts
THIS MULTIFAMILY MORTGAGE, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT (“Instrument”) is made to be effective this 5th day of January, 2016, between BR CARROLL PALMER RANCH, LLC, a limited liability company organized and existing under the laws of Delaware, whose address is c/o Carroll Organization, LLC, 3340 Peachtree Road, Suite 2250, Atlanta, Georgia 30326, as mortgagor (“Borrower”), and JONES LANG LASALLE MULTIFAMILY, LLC, a limited liability company organized and existing under the laws of Delaware, whose address is 3344 Peachtree Road NE, Suite 1100, Atlanta, Georgia 30326, as mortgagee (“Lender”). Borrower’s organizational identification number, if applicable, is 5886259.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BR CHESHIRE Member, LLC A DELAWARE LIMITED LIABILITY COMPANY AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BR CHESHIRE Member, LLC A DELAWARE LIMITED LIABILITY COMPANYLimited Liability Company Agreement • February 24th, 2016 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BR CHESHIRE Member, LLC (herein referred to as the “Agreement”), is made and entered into dated as of December 16, 2015 (the “Effective Date”), by and among BRG Cheshire, LLC, a Delaware limited liability company, as the Class A Member (“BRG”), and Bluerock Special Opportunity + Income Fund III, LLC, a Delaware limited liability company (“SOIF III”), as the Class B Member (BRG and SOIF III, together with any additional members hereinafter admitted, are referred to as the “Members”).
LIMITED LIABILITY COMPANY AGREEMENT OF BR CARROLL KELLER CROSSING, LLCLimited Liability Company Agreement • February 24th, 2016 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT of BR CARROLL KELLER CROSSING, LLC, a Delaware limited liability company (the “Company”), as amended from time to time, (the "Agreement") is entered into among BR Carroll DFW Portfolio JV, LLC, a Delaware limited liability company, the sole member of the Company (the "Member"), Michael L. Konig (“Springing Member 1”), and Jordan B. Ruddy (“Springing Member 2” and together with Springing Member 1, the “Springing Members”).
LIMITED LIABILITY COMPANY AGREEMENT OF BRG DFW PORTFOLIO, LLCLimited Liability Company Agreement • February 24th, 2016 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT of BRG DFW PORTFOLIO, LLC, a Delaware limited liability company (the “Company”), as amended from time to time, (the "Agreement") is entered into by Bluerock Residential Holdings, LP, a Delaware limited partnership, the sole member of the Company (the "Member").
MULTIFAMILY DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING TEXAS (Revised 7-17-2014)Security Agreement and Fixture Filing • February 24th, 2016 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts
THIS MULTIFAMILY DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING (“Instrument”) is made to be effective as of this 29th day of October, 2015, by BR CARROLL PHILLIPS CREEK RANCH, LLC, a limited liability company organized and existing under the laws of Delaware, whose address is c/o Carroll Organization, LLC, 3340 Peachtree Road, Suite 1620, Atlanta, Georgia 30326, as trustor (“Borrower”), to REBECCA S. CONRAD, as trustee (“Trustee”), for the benefit of CBRE CAPITAL MARKETS, INC., a corporation organized and existing under the laws of Texas, whose address is c/o GEMSA Loan Services, L.P., 929 Gessner Road, Suite 1700, Houston, Texas 77024, as beneficiary (“Lender”). Borrower’s organizational identification number, if applicable, is 5830756.
PROPERTY MANAGEMENT AGREEMENT dated as of October 29, 2015 between BR CARROLL PHILLIPS CREEK RANCH, LLC Owner and CARROLL MANAGEMENT GROUP, LLC Manager PROPERTY MANAGEMENT AGREEMENTProperty Management Agreement • February 24th, 2016 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts
LIMITED LIABILITY COMPANY AGREEMENT OF BR DFW PORTFOLIO JV MEMBER, LLCLimited Liability Company Agreement • February 24th, 2016 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT of BR DFW PORTFOLIO JV MEMBER, LLC, a Delaware limited liability company (the “Company”), as amended from time to time, (the "Agreement") is entered into by BRG DFW Portfolio, LLC, a Delaware limited liability company, the sole member and manager of the Company (the "Member").
LIMITED LIABILITY COMPANY AGREEMENT OF BR CARROLL DFW PORTFOLIO JV, LLC A DELAWARE LIMITED LIABILITY COMPANY DATED AS OF OCTOBER 29, 2015Limited Liability Company Agreement • February 24th, 2016 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • New York
THIS LIMITED LIABILITY COMPANY AGREEMENT of BR CARROLL DFW PORTFOLIO JV, LLC (“JV” or “Company”) is made and entered into and is effective as of October 29, 2015, by and between BR DFW Portfolio JV Member, LLC, a Delaware limited liability company (“Bluerock”) and Carroll Co-Invest III DFW Portfolio, LLC, a Georgia limited liability company (“Carroll”) (this “Agreement”). Capitalized terms used herein shall have the meanings ascribed to such terms in this Agreement.
ASSIGNMENT OF MANAGEMENT AGREEMENT AND SUBORDINATION OF MANAGEMENT FEES (Revised 5-1-2015)Assignment of Management Agreement • February 24th, 2016 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts
THIS ASSIGNMENT OF MANAGEMENT AGREEMENT AND SUBORDINATION OF MANAGEMENT FEES (“Assignment”) is made effective as of the 5th day of January, 2016, by and among BR CARROLL NAPLES, LLC, a Delaware limited liability company (“Borrower”), JONES LANG LASALLE MULTIFAMILY, LLC, a Delaware limited liability company (“Lender”), and CARROLL MANAGEMENT GROUP, LLC, a Georgia limited liability company (“Property Manager”).
LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • February 24th, 2016 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT OF BRG FLAGLER VILLAGE, LLC (the “Company”), is dated as of December 18, 2015 (this “Agreement”), by Bluerock Residential Holdings, LP, a Delaware limited partnership, as the sole member of the Company (the “Member”).
BLUEROCK RESIDENTIAL GROWTH REIT, INC. STOCK AWARD AGREEMENTStock Award Agreement • February 24th, 2016 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • New York
THIS STOCK AWARD AGREEMENT (the “Agreement”), dated as of the 24th day of March, 2015, governs the awards (collectively, the “Stock Awards”) of restricted shares of the Company’s Class A common stock (the “Class A Common Stock”) granted by Bluerock Residential Growth REIT, Inc., a Maryland corporation (the “Company”), to I. Bobby Majumder (the “Participant”), in accordance with and subject to the provisions of the Company’s 2014 Equity Incentive Plan for Individuals (the “Plan”). A copy of the Plan has been made available to the Participant. All terms used in this Agreement that are defined in the Plan have the same meaning given them in the Plan.
AMENDED AND RESTATED OPERATING AGREEMENT OF BR/CDP CB VENTURE, LLCOperating Agreement • February 24th, 2016 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • New York
THIS AMENDED AND RESTATED OPERATING AGREEMENT (this “Agreement”) is executed this 16th day of December, 2015, with an effective date of May 29, 2015, by and between CB DEVELOPER, LLC, a Georgia limited liability company (the “Catalyst Member”) and BR CHESHIRE MEMBER, LLC, a Delaware limited liability company (the “BR Member”).
PROJECT ADMINISTRATION AGREEMENT [Domain Phase I, Garland, TX]Project Administration Agreement • February 24th, 2016 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • Texas
THIS PROJECT ADMINISTRATION MANAGEMENT AGREEMENT (this “Agreement”) is made as of the 20th day of November, 2015, by and between BRG DOMAIN PHASE 1 DEVELOPMENT MANAGER, LLC, a Delaware limited liability company (“Development Manager”) and ARCHCO DOMAIN PM LLC, a Delaware limited liability company (“Project Manager”), and joined into on a limited basis by BR – ARCHCO DOMAIN PHASE 1, LLC, a Delaware limited liability company (“Owner”).
GUARANTY MULTISTATE (Revised 9-4-2015)Bluerock Residential Growth REIT, Inc. • February 24th, 2016 • Real estate investment trusts
THIS GUARANTY (“Guaranty”) is entered into to be effective as of January 5, 2016, by BLUEROCK RESIDENTIAL GROWTH REIT, INC., a Maryland corporation, and MPC PARTNERSHIP HOLDINGS LLC, a Georgia limited liability company (“Guarantor”, collectively if more than one), for the benefit of JONES LANG LASALLE MULTIFAMILY, LLC, a Delaware limited liability company (“Lender”).
AMENDED AND RESTATED DEVELOPMENT AGREEMENTDevelopment Agreement • February 24th, 2016 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • New York
THIS AMENDED AND RESTATED DEVELOPMENT AGREEMENT, made and entered into this 15th day of December, 2015, with an effective date of May 29, 2015, by and between CB OWNER, LLC, a Delaware limited liability company (hereinafter referred to as “Owner”), and CDP DEVELOPER I, LLC, a Georgia limited liability company (hereinafter referred to as “Developer”).
SPACE ABOVE THIS LINE FOR RECORDER'S USETrust and Security Agreement • February 24th, 2016 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts
This instrument was prepared by James L. McFarland, Attorney, for The Northwestern Mutual Life Insurance Company, 720 East Wisconsin Avenue, Milwaukee, WI, 53202.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BR ArchCo Morehead JV, LLC A DELAWARE LIMITED LIABILITY COMPANY DATED AS OF January 6, 2016Limited Liability Company Agreement • February 24th, 2016 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • New York
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of BR ArchCo Morehead JV, LLC (“JV” or “Company”) is made and entered into and is effective as of January 6, 2016, by BR Morehead JV Member, LLC, a Delaware limited liability company (“Bluerock”) and WMH Sponsor LLC, a Delaware limited liability company (“ArchCo”).
LIMITED LIABILITY COMPANY AGREEMENT OF BR ArchCo Flagler Village JV, LLC A DELAWARE LIMITED LIABILITY COMPANY DATED AS OF December 18, 2015Limited Liability Company Agreement • February 24th, 2016 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • New York
THIS LIMITED LIABILITY COMPANY AGREEMENT of BR ArchCo Flagler Village JV, LLC ("JV" or "Company") is made and entered into and is effective as of December 18, 2015, by BR Flagler N Member, LLC, a Delaware limited liability company ("Bluerock") and ArchCo Metropolitan Member LLC, a Delaware limited liability company ("ArchCo").
LIMITED LIABILITY COMPANY AGREEMENT OF BR CARROLL PALMER RANCH, LLCLimited Liability Company Agreement • February 24th, 2016 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT of BR CARROLL PALMER RANCH, LLC, a Delaware limited liability company (the “Company”), as amended from time to time, (the "Agreement") is entered into among BR Carroll SW FL Portfolio JV, LLC, a Delaware limited liability company, the sole member of the Company (the "Member"), Michael L. Konig (“Springing Member 1”), and Jordan B. Ruddy (“Springing Member 2” and together with Springing Member 1, the “Springing Members”).
AMENDED AND RESTATED TENANCY IN COMMON AGREEMENTTenancy in Common Agreement • February 24th, 2016 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • Georgia
THIS AMENDED AND RESTATED TENANCY IN COMMON AGREEMENT (the “Agreement”) is made and entered into with an effective date of May 29, 2015 (the “Effective Date”) by and among the following:
LIMITED LIABILITY COMPANY AGREEMENT OF BR ARCHCO MOREHEAD, LLCLimited Liability Company Agreement • February 24th, 2016 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT OF BR ArchCo Morehead, LLC (the "Company"), is dated as of November 24, 2015 (this "Agreement"), by BR ArchCo Morehead JV, LLC, a Delaware limited liability company, as the sole member of the Company (the "Member'').
FIFTH AMENDMENT TO AGREEMENT OF PURCHASE AND SALEAgreement of Purchase and Sale • February 24th, 2016 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts
This FIFTH AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (this “Amendment”) is made and entered into as of October 7 2015 (the “Effective Date”), by and between RCM Firewheel, LLC, a Texas limited liability company (“Seller”), and ArchCo Residential LLC, a Delaware limited liability company (“Purchaser”).
GUARANTY MULTISTATE (Revised 9-4-2015)Bluerock Residential Growth REIT, Inc. • February 24th, 2016 • Real estate investment trusts
THIS GUARANTY (“Guaranty”) is entered into to be effective as of October 29, 2015, by CARROLL MULTIFAMILY REAL ESTATE FUND III, LP, a Delaware limited partnership, and BLUEROCK RESIDENTIAL GROWTH REIT, INC., a Maryland corporation (“Guarantor”, collectively if more than one), for the benefit of CBRE CAPITAL MARKETS, INC., a Texas corporation (“Lender”).
DEVELOPMENT SERVICES AGREEMENTDevelopment Services Agreement • February 24th, 2016 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • New York
THIS DEVELOPMENT SERVICES AGREEMENT (this "Agreement") is made as of November 20, 2015, by and between BRG Domain Phase 1 Development Manager, LLC, a Delaware limited liability company ("Development Manager") and BR - ArchCo Domain Phase 1, LLC, a Delaware limited liability company ("Owner").
THIRD AMENDMENT TO AGREEMENT OF PURCHASE AND SALE [Domain Site, Garland, TX}Agreement of Purchase and Sale • February 24th, 2016 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts
This THIRD AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (this "Amendment") is made and entered into as of August 6, 2015 (the "Effective Date"), by and between RCM Firewheel, LLC, a Texas limited liability company ("Seller"), and ArchCo Residential LLC, a Delaware limited liability company ("Purchaser").
SIXTH AMENDMENT TO AGREEMENT OF PURCHASE AND SALEAgreement of Purchase and Sale • February 24th, 2016 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts
This SIXTH AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (this “Amendment”) is made and entered into as of October 12, 2015 (the “Effective Date”), by and between RCM Firewheel, LLC, a Texas limited liability company (“Seller”), and ArchCo Residential LLC, a Delaware limited liability company (“Purchaser”).
SECURITY AGREEMENTSecurity Agreement • February 24th, 2016 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • Georgia
THIS SECURITY AGREEMENT is made as of the 16 day of December, 2015, by CB OWNER, LLC, a Delaware limited liability company (“Debtor”) for the benefit of THE PRIVATEBANK AND TRUST COMPANY, an Illinois state chartered bank in its capacity as agent and administrative bank (in such capacity, hereinafter referred to as “Administrative Agent” or “Secured Party”), in its capacity as a lender, together with any other lenders that acquire an interest in the Loan (defined below) after the date hereof (individually, a “Lender” and collectively, “Lenders”). Administrative Agent, Debtor and certain Lenders have entered into that certain Construction Loan and Security Agreement dated of even date herewith (together with all amendments, modifications, restatements, and supplements thereto, the “Loan Agreement”), whereby the Lenders agreed to make a loan (the “Loan”) to Debtor in the maximum principal amount of THIRTY EIGHT MILLION ONE HUNDRED THIRTY THOUSAND AND NO/100 DOLLARS ($38,130,000.00) secure
THIRD AMENDMENT TO AGREEMENT OF PURCHASE AND SALE Flagler Village Site, Fort Lauderdale, FL – Andrews Village PropertyAgreement of Purchase and Sale • February 24th, 2016 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts
This THIRD AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (this “Amendment”) is made and entered into as of June 30, 2015, by and among ArchCo Residential LLC (“Purchaser”), and Andrews Village LLC (“Seller”).
AMENDMENT TO AGREEMENT OF PURCHASE AND SALE [1309 and 1331 West Morehead Street andAgreement of Purchase and Sale • February 24th, 2016 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts
This AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (this “Amendment”) is made and entered into as of June 8, 2015, by and between Southern Apartment Group-49, LLC, a North Carolina limited liability company (“Seller”), and ArchCo Residential LLC, a Delaware limited liability company (“Purchaser”).
PURCHASE AND SALE AGREEMENT BETWEEN AH DURHAM APARTMENTS, LLC, a Virginia limited liability company AS SELLER, AND TRIBRIDGE RESIDENTIAL, LLC, a Georgia limited liability company AS PURCHASER As of December 1, 2014Purchase and Sale Agreement • February 24th, 2016 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • North Carolina
THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is made as of December 1, 2014 (the "Effective Date"), by and between AH DURHAM APARTMENTS, LLC, a Virginia limited liability company ("Seller"), and TRIBRIDGE RESIDENTIAL, LLC, a Georgia limited liability company ("Purchaser"), CALLOWAY TITLE & ESCROW, L.L.C., as agent for Chicago Title Insurance Company ("Escrow Agent;" in its capacity as title insurer sometimes herein called the "Title Company").
CONSTRUCTION LOAN AND SECURITY AGREEMENT AMONG CB OWNER, LLC, a Delaware limited liability company, as Borrower AND THE FINANCIAL INSTITUTIONS PARTY HERETO AND THEIR ASSIGNEES,Construction Loan Agreement • February 24th, 2016 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • Georgia
This Construction Loan Agreement (this “Agreement”) is dated as of December 16, 2015, by and among CB OWNER, LLC, a Delaware limited liability company (“Borrower”), each of the financial institutions identified on Schedule 1 hereto and their successors and assigns (collectively, the “Lenders” and individually, a “Lender”) and THE PRIVATEBANK AND TRUST COMPANY, an Illinois state chartered bank, and its successors and assigns (in such capacity “Administrative Agent”), as administrative agent for the Lenders in accordance with the terms of Section 10 hereof.
LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • February 24th, 2016 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT OF BR FLAGLER JV MEMBER, LLC (the “Company”), is dated as of December 18, 2015 (this “Agreement”), by BRG Flagler Village, LLC (“BRG”) and Bluerock Special Opportunity + Income Fund II, LLC (“SOIF II”) (collectively, the “Members”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF 23HUNDRED, LLCLimited Liability Company Agreement • February 24th, 2016 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of 23HUNDRED, LLC, a Delaware limited liability company (the “Company”), is effective as of December 31, 2014.
