AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BR BERRY HILL MANAGING MEMBER, LLC A DELAWARE LIMITED LIABILITY COMPANY DATED AS OF DECEMBER 26, 2012Limited Liability Company Agreement • January 17th, 2013 • Bluerock Enhanced Multifamily Trust, Inc. • Real estate investment trusts • New York
DEVELOPMENT AGREEMENTDevelopment Agreement • January 17th, 2013 • Bluerock Enhanced Multifamily Trust, Inc. • Real estate investment trusts
THIS DEVELOPMENT AGREEMENT (the “Agreement”), is made and entered into effective the 18th day of October, 2012, by and between 23HUNDRED, LLC, a Delaware limited liability company (“Owner”) and STONEHENGE REAL ESTATE GROUP, LLC, a Georgia limited liability company (“Developer”).
OPERATING AGREEMENTOperating Agreement • January 17th, 2013 • Bluerock Enhanced Multifamily Trust, Inc. • Real estate investment trusts • New York
The Members (as defined herein) for their mutual convenience, benefit and protection and in consideration of the mutual covenants and benefits herein contained, do hereby enter into this Operating Agreement effective as of the 18th day of October, 2012.
CONSTRUCTION LOAN AGREEMENT between FIFTH THIRD BANK, as Lender and 23HUNDRED, LLC, a Delaware limited liability company as Borrower Dated as of October 18, 2012Construction Loan Agreement • January 17th, 2013 • Bluerock Enhanced Multifamily Trust, Inc. • Real estate investment trusts • Tennessee
THIS CONSTRUCTION LOAN AGREEMENT (the “Agreement”) is executed as of October 18, 2012, by and between FIFTH THIRD BANK, an Ohio banking corporation (“Lender”), and 23HUNDRED, LLC, a Delaware limited liability company (“Borrower”).
LIMITED LIABILITY COMPANY AGREEMENT OF BR MDA INVESTORS, LLCLimited Liability Company Agreement • January 17th, 2013 • Bluerock Enhanced Multifamily Trust, Inc. • Real estate investment trusts • Delaware
THIS LIMITED LIABILITY AGREEMENT (“Agreement”) of BR MDA INVESTORS, LLC, a Delaware limited liability company (the “Company”), is effective as of December 17, 2012, between the Company and BABB LIMITED PARTNERSHIP, a Delaware limited partnership, as the sole member of the Company (the “Member”).
SIXTH LOAN MODIFICATION AGREEMENTSixth Loan Modification Agreement • January 17th, 2013 • Bluerock Enhanced Multifamily Trust, Inc. • Real estate investment trusts • Illinois
THIS SIXTH LOAN MODIFICATION AGREEMENT (the “Agreement”) is made and entered into as of December 17th, 2012, by and among MDA CITY APARTMENTS, LLC, a Delaware limited liability company, whose address is c/o Village Green Companies, 30833 Northwestern Highway, Suite 300, Farmington Hills, Michigan 48334 (“Borrower”), JONATHAN HOLTZMAN, whose address is c/o Village Green Companies, 30833 Northwestern Highway, Suite 300, Farmington Hills, Michigan 48334 (“Holtzman”), BLUEROCK SPECIAL OPPORTUNITY + INCOME FUND, LLC, a Delaware limited liability company, whose address is 70 East 55th Street, 9th Floor, New York, New York 10022 (“Bluerock”; each of Holtzman and Bluerock are sometimes hereinafter referred to individually as a “Guarantor” and collectively as “Guarantors”), and MONY LIFE INSURANCE COMPANY, a New York corporation, whose address is 1290 Avenue of the Americas, New York, New York 10104 (together with its successors and assigns, “Lender”).
AMENDED AND RESTATED OPERATING AGREEMENT OF MDA CITY APARTMENTS, LLCOperating Agreement • January 17th, 2013 • Bluerock Enhanced Multifamily Trust, Inc. • Real estate investment trusts • Michigan
This AMENDED AND RESTATED OPERATING AGREEMENT OF MDA CITY APARTMENTS, LLC (the “Agreement”) is entered into as of December 17, 2012 among BR VG MDA JV Member, LLC, a Delaware limited liability company (hereinafter referred to as “BR Member”), and MDA ASSOCIATES OF ILLINOIS, LLC, an Illinois limited liability company (“Holtzman Member”), formed pursuant to the provisions of the Delaware Limited Liability Company Act (the “Act”). BR Member and Holtzman Member are sometimes referred to herein collectively as the Members and individually as a Member. BR Member and Holtzman Member are also sometimes referred to as Co-Managers. Certain capitalized terms used in this Agreement are defined in Section 1.1 below.
AMENDED AND RESTATED MORTGAGE, SECURITY AGREEMENT AND FIXTURE FILING DATED DECEMBER 17, 2012 GIVEN BY MDA CITY APARTMENTS, LLC AS MORTGAGOR TO MONY LIFE INSURANCE COMPANY AS MORTGAGEE SECURING THE ORIGINAL SUM OF $37,600,000.00Mortgage, Security Agreement and Fixture • January 17th, 2013 • Bluerock Enhanced Multifamily Trust, Inc. • Real estate investment trusts • Illinois
THIS AMENDED AND RESTATED MORTGAGE, SECURITY AGREEMENT AND FIXTURE FILING (“MORTGAGE”) is made this 17th day of December, 2012, by and between MDA CITY APARTMENTS, LLC, a Delaware limited liability company, having offices at 30833 Northwestern Highway, Farmington Hills, Michigan 48334 (“MORTGAGOR”), to MONY LIFE INSURANCE COMPANY, a New York corporation, having offices at 1290 Avenue of the Americas, New York, New York 10104 (“MORTGAGEE”).
MANAGEMENT AGREEMENTManagement Agreement • January 17th, 2013 • Bluerock Enhanced Multifamily Trust, Inc. • Real estate investment trusts
MEMBERSHIP INTEREST PURCHASE AGREEMENT SALE OF BERRY HILL INTEREST FROM BLUEROCK SPECIAL OPPORTUNITY + INCOME FUND III, LLC TO BEMT BERRY HILL, LLC CONTENTSMembership Interest Purchase Agreement • January 17th, 2013 • Bluerock Enhanced Multifamily Trust, Inc. • Real estate investment trusts
This Membership Interest Purchase Agreement (this “Agreement”) is made as of the 17th day of December, 2012 (the “Effective Date”) by and among BLUEROCK SPECIAL OPPORTUNITY + INCOME FUND III, LLC, a Delaware limited liability company (“Seller”), and BEMT BERRY HILL, LLC, a Delaware limited liability company (“Buyer”).
AMENDED AND RESTATED NOTEBluerock Enhanced Multifamily Trust, Inc. • January 17th, 2013 • Real estate investment trusts • Illinois
FOR VALUE RECEIVED, Borrower promises to pay to the order of Holder, at its office at 1290 Avenue of the Americas, New York, New York 10104, or at such other place as the Holder may from time to time designate in writing, the principal sum of Thirty Seven Million Six Hundred Thousand and 00/100 Dollars ($37,600,000.00), with interest thereon from the date or dates of disbursement of the aforesaid principal sum at the rate of five and 35/100ths percent (5.35%) per annum, to be paid in lawful money of the United States of America as follows:
FIRST AMENDMENT TO CONSTRUCTION LOAN AGREEMENTConstruction Loan Agreement • January 17th, 2013 • Bluerock Enhanced Multifamily Trust, Inc. • Real estate investment trusts
THIS FIRST AMENDMENT (the “Amendment”) is entered into by and between FIFTH THIRD BANK (the “Lender”) and 23HUNDRED, LLC (the “Borrower”).
ASSET MANAGEMENT AGREEMENTAsset Management Agreement • January 17th, 2013 • Bluerock Enhanced Multifamily Trust, Inc. • Real estate investment trusts • Illinois
THIS AGREEMENT (this “Agreement”) is made and entered into as of the 17th day of December, 2012, by and between MDA CITY APARTMENTS, LLC, a Delaware limited liability company (“Owner”) and HOLTZMAN INTERESTS #17A, LLC, a Michigan limited liability company (the “Asset Manager”).
GUARANTY OF NOTE AND MORTGAGEGuaranty of Note and Mortgage • January 17th, 2013 • Bluerock Enhanced Multifamily Trust, Inc. • Real estate investment trusts
This GUARANTY OF NOTE AND MORTGAGE (this "Guaranty") dated this 17th day of December, 2012, by MDA CITY APARTMENTS, LLC, a Delaware limited liability company (“Borrower”), JONATHAN HOLTZMAN (“Principal”) and BLUEROCK SPECIAL OPPORTUNITY + INCOME FUND, LLC, a Delaware limited liability company ("Bluerock", collectively with Borrower and Principal, the “Guarantor”), to and for the benefit of MONY LIFE INSURANCE COMPANY, a New York corporation (the “Lender”),
BR BERRY HILL MANAGING MEMBER, LLC FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • January 17th, 2013 • Bluerock Enhanced Multifamily Trust, Inc. • Real estate investment trusts
This First Amendment to Limited Liability Company Agreement (this “First Amendment”) is adopted, executed and agreed to effective as of December 17, 2012, by and among Bluerock Special Opportunity + Income Fund III, LLC, a Delaware limited liability company (“SOIF III”), and BEMT Berry Hill, LLC, a Delaware limited liability company (“BEMT”), as Members (together, the “Members”). Undefined terms used herein shall have the meaning ascribed to them in the Agreement (as defined below).
