Exhibit 10.45


 


Grove at Waterford Crossing


 


MULTIFAMILY
NOTE


 


	US $20,100,000.00	As of April 4, 2012


 


FOR
VALUE RECEIVED, the undersigned ("Borrower")
promises to pay to the order of CWCAPITAL LLC, a Massachusetts limited liability
company ("Lender"), the principal amount of Twenty Million One Hundred Thousand
and 00/100 Dollars (US $20,100,000.00) (the "Mortgage Loan"),
together with interest thereon accruing
at the Interest Rate on the unpaid principal
balance from the Effective Date until fully paid in accordance
with the terms hereof and of
that certain Multifamily Loan and Security Agreement dated
as of the date
hereof, by and between Borrower and Lender (as the same
may be amended, restated, replaced, supplemented or otherwise
modified from time to time, the "Loan Agreement").


 


		1.	Defined Terms.



 


Capitalized
terms used and not specifically defined in this Multifamily Note (this "Note")
have the meanings given to such terms in the Loan Agreement.


 


		2.	Repayment.



 


Borrower
agrees to pay the principal amount of the Mortgage Loan and interest on the principal amount of the Mortgage Loan from time to
time outstanding at the Interest Rate or such other rate or rates and at the times specified in the Loan Agreement, together with
all other amounts due to Lender under the Loan Documents. The outstanding balance of the Mortgage Loan and all accrued and unpaid
interest thereon shall be due and payable on the Maturity Date, together with all other amounts due to Lender under the Loan Documents.


 


		3.	Security.



 


The
Mortgage Loan evidenced by this Note, together with all other Indebtedness is secured by, among other things, the Security Instrument,
the Loan Agreement and the other Loan Documents. All of the terms, covenants and conditions contained in the Loan Agreement, the
Security Instrument and the other Loan Documents are hereby made part of this Note to the same extent and with the same force as
if they were fully set forth herein. In the event of a conflict or inconsistency between the terms of this Note and the Loan Agreement,
the terms and provisions of the Loan Agreement shall govern.


 


		4.	Acceleration.



 


In
accordance with the Loan Agreement, upon the occurrence
of an Event of Default, the entire unpaid principal balance of the Mortgage Loan, any
accrued and unpaid interest, including interest accruing at the Default Rate, the Prepayment
Premium (if applicable), and all other amounts payable under this Note, the Loan Agreement and any other Loan Document shall at
once become due and payable, at the option of Lender, without any prior notice to Borrower, unless applicable law requires otherwise
(and in such case, after satisfactory notice has been given).


 




    	 



    	 



    

 


		5.	Personal Liability.



 


The
provisions of Article 3 (Personal Liability) of the Loan Agreement are hereby incorporated by reference into this Note to the same
extent and with the same force as if fully set forth herein.


 


		6.	Governing Law.



 


This
Note shall be governed in accordance with the terms and provisions of Section 15.01 (Governing Law; Consent to Jurisdiction and
Venue) of the Loan Agreement.


 


		7.	Waivers.



 


Presentment,
demand for payment, notice
of nonpayment and dishonor, protest
and notice of protest , notice
of acceleration, notice of intent to
demand or accelerate payment or maturity, presentment
for payment, notice
of nonpayment, grace and diligence
in collecting the
Indebtedness are waived by Borrower, for and on behalf
of itself, Guarantor and Key Principal, and all endorsers
and guarantors of this Note and all other third party obligors or others who may become liable for the payment of all or any part
of the Indebtedness.


 


		8.	Commercial Purpose.



 


Borrower
represents that the Indebtedness is being incurred by Borrower solely for the purpose of carrying on a business or commercial enterprise
or activity, and not for agricultural, personal, family or household purposes.


 


		9.	Construction; Joint and Several (or Solidary, as applicable) Liability.



 


(a)          Section
15.08 (Construction) of the Loan Agreement is hereby incorporated herein as if fully set forth in the body of this Note.


 


(b)          If
more than one Person executes this Note as Borrower, the obligations of such Person shall be joint and several (solidary instead
for purposes of Louisiana law).


 


		10.	Notices.



 


All
Notices required or permitted to be given by Lender to Borrower pursuant to this Note shall be given in accordance with Section
15.02 (Notice) of the Loan Agreement.


 


		11.	Time is of the Essence.



 


Borrower
agrees that, with respect to each and every obligation and covenant contained in this Note, time is of the essence.


 




    	 



    	 



    

  


		12.	Loan Charges Savings Clause.



 


Borrower
agrees to pay an effective rate of interest equal to the sum of the Interest Rate
and any additional rate of interest resulting from any other charges of interest or in the nature of interest paid or to be paid
in connection with the Mortgage Loan and any other
fees or amounts to be paid
by Borrower pursuant to any of the other Loan Documents. Neither this Note, the Loan
Agreement nor any of the other
Loan Documents shall be construed to create a contract
for the use, forbearance or detention of money requiring payment of interest at a rate greater than the maximum interest rate permitted
to be charged under applicable law. It is expressly stipulated and agreed to be the intent
of Borrower and Lender at all times to comply with all applicable laws governing the maximum rate or amount of interest payable
on the Indebtedness evidenced by this Note and the other Loan Documents. If any applicable law limiting the amount of interest
or other charges permitted to be collected from Borrower is interpreted so that any interest or other charge or amount provided
for in any Loan Document, whether considered separately or together with other charges or amounts provided for in any other Loan
Document, or otherwise charged, taken, reserved or received in connection with the Mortgage Loan, or on acceleration of the maturity
of the Mortgage Loan or as a result of any prepayment by Borrower or otherwise, violates that law, and Borrower is entitled to
the benefit of that law, that interest or charge is hereby reduced to the extent necessary to eliminate any such violation .
Amounts, if any, previously paid to Lender in excess of the permitted amounts shall be applied
by Lender to reduce the unpaid principal balance of the Mortgage Loan without the payment of any
prepayment premium (or, if the Mortgage Loan has been or would thereby be paid in full, shall be refunded to Borrower),
and the provisions of the Loan Agreement and any other Loan Documents immediately shall be deemed reformed and the amounts thereafter
collectible under the Loan Agreement and any other Loan Documents reduced, without the necessity of the execution of any new documents,
so as to comply with any applicable law, but so as to permit the recovery of the fullest amount otherwise payable under the Loan
Documents. For the purpose of determining whether any applicable law limiting the amount of interest or other charges permitted
to be collected from Borrower has been violated, all Indebtedness that constitutes interest, as well as all other charges made
in connection with the Indebtedness that constitute interest, and any amount paid or agreed to be paid to Lender for the use, forbearance
or detention of the Indebtedness, shall be deemed to be allocated and spread ratably over the stated term of the Mortgage Loan.
Unless otherwise required by applicable law, such allocation and spreading shall be effected in such
a manner that the rate of interest so computed is uniform throughout the stated term of the Mortgage Loan.


 


		13.	WAIYER OF TRIAL BY JURY.



 


EACH
OF BORROWER AND LENDER (A) AGREES NOT TO ELECT A TRIAL BY JURY WITH RESPECT TO ANY ISSUE ARISING OUT OF THIS NOTE OR THE RELATIONSHIP
BETWEEN THE PARTIES AS LENDER AND BORROWER THAT IS TRIABLE OF RIGHT BY A JURY AND (B) WAIVES
ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO SUCH ISSUE TO THE EXTENT THAT ANY SUCH RIGHT EXISTS NOW OR IN THE FUTURE. THIS WAIVER
OF RIGHT TO TRIAL BY JURY IS SEPARATELY GIVEN BY EACH PARTY, KNOWINGLY AND VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL.


 


		14.	Receipt of Loan Documents.



 


Borrower acknowledges
receipt of a copy of each of the Loan Documents.


 


		15.	Incorporation of Schedules.



 


The
schedules, if any, attached to this Note are incorporated fully into this Note by this reference and each constitutes a substantive
part of this Note.


 


ATTACHED
SCHEDULE. The following Schedule is attached to this Note:


 ̈     Schedule
1     Modifications to Note


 




    	 



    	 



    

 


IN
WITNESS WHEREOF, Borrower has signed and delivered this Note under seal (where applicable) or has caused this Note to be signed
and delivered under seal (where applicable) by its duly authorized representative. Where applicable law so provides, Borrower intends
that this Note shall be deemed to be signed and delivered as a sealed instrument.


 


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	 	BORROWER:
	 	 
	 	BELL BR WATERFORD CROSSING JV, LLC,
	 	 	a Delaware limited liability company
	 	 	 
	 	By:	Bell Partners Inc., a North Carolina corporation,
	 	 	its Co-Manager
	 	 	 
	 	 	By:	/s/ Steven D. Bell
	 	 	 	Name: Steven D. Bell
	 	 	 	Title: CEO




 




    	 



    	 



    

 





	 	PAY TO THE ORDER OF ___ ______________
	 	___________________, WITHOUT RECOURSE.
	 	 
	 	CWCAPITAL LLC, a Massachusetts
	 	limited liability company
	 	 
	 	By: 	/s/ Paul A. Sherrington
	 	 	Paul A. Sherrington
	 	 	Managing Director




 


	Fannie Mae Commitment Number: 	867420