Exhibit 10.43


 


Bell Hendersonville (fka Grove at Waterford
Crossing)


 


FIRST AMENDMENT TO MULTIFAMILY LOAN AND
SECURITY AGREEMENT


(Multipurpose)


 


This FIRST AMENDMENT TO MULTIFAMILY LOAN
AND SECURITY AGREEMENT (this "Amendment") dated as of April 2, 2014, is executed by and between BELL BR WATERFORD
CROSSING JV, LLC, a Delaware limited liability company ("Borrower") and
FANNIE MAE, a corporation duly organized under the Federal National Mortgage Association Charter Act, as amended, 12 U.S.C.
§1716 et seq. and duly organized and existing under the laws of the United States ("Fannie Mae").


 


RECITALS:


 


A. Pursuant to that
certain Multifamily Loan and Security Agreement dated as of April 4, 2012 (the "Effective Date"), executed by
and between Borrower and CWCapital LLC, a Massachusetts limited liability company, now know as Walker & Dunlop, LLC ("Prior
Lender") (as amended, restated, replaced, supplemented, or otherwise modified from time to time, the "Loan Agreement"),
Prior Lender made a loan to Borrower in the original principal amount of Twenty Million One Hundred Thousand and 00/100 Dollars
($20,100,000.00) (the "Mortgage Loan"), as evidenced by that certain Multifamily Note dated as of the Effective
Date, executed by Borrower and ma.de payable to Prior Lender in the amount of the Mortgage Loan (as amended, restated, replaced,
supplemented, or otherwise modified from time to time, the "Note").


 


B.           In
addition to the Loan Agreement, the Mortgage Loan and the Note are also secured by, among other things, a certain Multifamily Deed
of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated as of the Effective Date (as amended, restated,
replaced, supplemented or otherwise modified from time to time, the "Security Instrument").


 


C.           Fannie
Mae is the successor-in-interest to the Prior Lender under the Loan Agreement, the holder of the Note and the mortgagee or beneficiary
under the Security Instrument.


 


D.           Walker
& Dunlop, LLC services the Mortgage Loan on behalf of Fannie Mae.


 


E.           The
parties are executing this Amendment pursuant to the Loan Agreement.


 


NOW, THEREFORE, in
consideration of the mutual promises contained in this Amendment and of other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Borrower and Fannie Mae agree as follows:


 


AGREEMENTS:


 


Section 1.          Recitals.


 


The recitals set forth above are incorporated
herein by reference as if fully set forth in the body of this Amendment.


 




    	First Amendment to Multifamily Loan and
Security Agreement (Multipurpose)
Fannie Mae	Form 6601
08-13	Page 1
© 2013 Fannie Mae



    	 



    

 


 


Section 2.          Defined
Terms.


 


Capitalized terms
used and not specifically defined herein shall have the meanings given to such terms in the Loan Agreement.


 


Section 3.          Intentionally
Deleted.


 


Section 4.          Modification
of Summary of Loan Terms.


 


Part I of the Summary
of Loan Terms is hereby deleted in its entirety and replaced with the Part I set forth on Exhibit A attached hereto and made a
part hereof.


 


Section 5.          Intentionally
Deleted.


 


Section 6.          Authorization.


 


Borrower represents
and warrants that Borrower is duly authorized to execute and deliver this Amendment and is and will continue to be duly authorized
to perform its obligations under the Loan Agreement, as amended hereby.


 


Section 7.          Compliance
with Loan Documents.


 


The representations
and warranties set forth in the Loan Documents, as amended hereby, are true and correct with the same effect as if such representations
and warranties had been made on the date hereof, except for such changes as are specifically permitted under the Loan Documents.
In addition, Borrower has complied with and is in compliance with all of the covenants set forth in the Loan Documents, as amended
hereby.


 


Section 8.          No
Event of Default.


 


Borrower represents
and warrants that, as of the date hereof, no Event of Default under the Loan Documents, as amended hereby, or event or condition
which, with the giving of notice or the passage of time, or both, would constitute an Event of Default has occurred and is continuing.


 


Section 9.          Costs.


 


Borrower agrees to
pay all fees and costs (including attorneys' fees) incurred by Fannie Mae and any Loan Servicer in connection with this Amendment.


 


Section 10.         Continuing
Force and Effect of Loan Documents.


 


Except as specifically
modified or amended by the terms of this Amendment, all other terms and provisions of the Loan Agreement and the other Loan Documents
are incorporated by reference herein and in all respects shall continue in full force and effect. Borrower, by execution of this
Amendment, hereby reaffirms, assumes and binds itself to all of the obligations, duties, rights, covenants, terms and conditions
that are contained in the Loan Agreement and the other Loan Documents, including Section 15.01 (Governing Law; Consent to Jurisdiction
and Venue), Section 15.04 (Counterparts), Section 15.07 (Severability; Entire Agreement; Amendments) and Section 15.08 (Construction)
of the Loan Agreement.


 




    	First Amendment to Multifamily Loan and
Security Agreement (Multipurpose)
Fannie Mae	Form 6601
08-13	Page 2
© 2013 Fannie Mae



    	 



    

 


 


Section 11.         Counterparts.


 


This Amendment may
be executed in any number of counterparts with the same effect as if the parties hereto had signed the same document and all such
counterparts shall be construed together and shall constitute one instrument.


 


[Remainder of Page Intentionally Blank]


 




    	First Amendment to Multifamily Loan and
Security Agreement (Multipurpose)
Fannie Mae	Form 6601
08-13	Page 3
© 2013 Fannie Mae



    	 



    

  


IN WITNESS WHEREOF,
Borrower and Fannie Mae have signed and delivered this Amendment under seal (where applicable) or have caused this Amendment to
be signed and delivered under seal (where applicable) by their duly authorized representatives. Where applicable law so provides,
Borrower and Fannie Mae intend that this Amendment shall be deemed to be signed and delivered as a sealed instrument.


 


	 	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/  John E. Tomlinson
	 	 	Name: John E. Tomlinson
	 	 	Title: Chief Financial Officer


 




    	First Amendment to Multifamily Loan and
Security Agreement (Multipurpose)
Fannie Mae	Form 6601
08-13	Page S-1
© 2013 Fannie Mae



    	 



    

  


	 	FANNIE MAE
	 	 
	 	By:	Walker & Dunlop, LLC, a Delaware limited liability company, its Servicer
	 	 	 	 
	 	 	By:	/s/ Jenna Treible	 (SEAL)
	 	 	 	Name: Jenna Treible
	 	 	 	Title: Vice President


 




    	First Amendment to Multifamily Loan and
Security Agreement (Multipurpose)
Fannie Mae	Form 6601
08-13	Page 2
© 2013 Fannie Mae



    	 



    

 


 


EXHIBIT A


 


Modification to Summary of Loan Terms


 


	I.      GENERAL Party and multifamily project information
	Borrower	BELL
    BR WATERFORD CROSSING JV, LLC, a Delaware limited liability company
	Lender	WALKER & DUNLOP, LLC, a Delaware limited liability company
	Key Principal	
        Bell Partners Inc.

        Bell HNW Nashville Portfolio, LLC

        Steven D. Bell

        Bluerock Real Estate, L.L.C.

        Bluerock Residential Growth REIT, Inc.

        Bluerock Residential Holdings, L.P.

        BRG Waterford, LLC

	Guarantor	
        Bell Partners Inc.

        Bell HNW Nashville Portfolio, LLC

        Bluerock Residential Growth REIT, Inc.

	Multifamily Project	Bell Hendersonville (fka Grove at Waterford Crossing)
	 	ADDRESSES
	Borrower's General Business Address	
        c/o Bell Partners Inc.

        300 North Greene Street,
        Suite 1000

        Greensboro, North Carolina 27401

	Borrower's Notice Address	
        c/o Bell Partners Inc.

        300 North Greene Street,
        Suite 1000

        Greensboro, North Carolina 27401

         

        with a copy to:

         

        c/o Bluerock Real Estate L.L.C.

        712 Fifth
        Avenue, 9th  Floor

        New York, New York 10019

	Multifamily Project Address	
        101 Spade
        Leaf Boulevard

        Hendersonville, TN 37075

	Multifamily Project County	Sumner County
	Key Principal's General Business Address	
        Bell Partners Inc., Steven D. Bell and
        Bell HNW

        Nashville Portfolio, LLC

        c/o Bell Partners Inc.

        300 North Greene Street,
        Suite 1000



 




    	First Amendment to Multifamily Loan and
Security Agreement (Multipurpose)
Fannie Mae	Form 6601
08-13	Page A-1
© 2013 Fannie Mae



    	 



    

 


 


	 	Greensboro, North Carolina 27401
	 	
        Bluerock Residential Growth REIT, Inc., Bluerock Real Estate,
        L.L.C., Bluerock Residential Holdings, L.P., and BRG Waterford, LLC

        c/o Bluerock Real Estate, L.L.C.

        712 Fifth Avenue, 9th Floor

        New York, New York 10019

	Key Principal's Notice Address	
        Bell Partners Inc., Steven D. Bell and Bell HNW Nashville
        Portfolio, LLC

        c/o Bell Partners Inc.

        300 North Greene Street, Suite 1000

        Greensboro, North Carolina 27401

        

        Bluerock Residential Growth REIT, Inc., Bluerock Real Estate,
        L.L.C., Bluerock Residential Holdings, L.P., and BRG Waterford, LLC

        c/o Bluerock Real Estate, L.L.C.

        712 Fifth Avenue, 9th Floor

        New York, New York 10019

	Guarantor's General Business Address	
        Bell Partners Inc. and Bell HNW Nashville Portfolio,
        LLC

        c/o Bell Partners Inc.

        300 North Greene Street, Suite 1000

        Greensboro, North Carolina 27401

        

        Bluerock Residential Growth REIT, Inc.

        c/o Bluerock Real Estate, L.L.C.

        712 Fifth Avenue, 9th Floor

        New York, New York 10019

	Guarantor’s Notice Address	
        Bell Partners Inc. and Bell HNW Nashville Portfolio,
        LLC

        c/o Bell Partners Inc.

        300 North Greene Street, Suite 1000

        Greensboro, North Carolina 27401

        

        Bluerock Residential Growth REIT, Inc.

        c/o Bluerock Real Estate, L.L.C.

        712 Fifth Avenue, 9th Floor

        New York, New York 10019

	Lender’s General Business Address	
        7501 Wisconsin Avenue, Suite 1200E

        Bethesda, Maryland 20814

	Lender’s Notice Address	
        7501 Wisconsin Avenue, Suite 1200E

        Bethesda, Maryland 20814

        servicing@walkerdunlop.com

	Lender's Payment Address	
        7501 Wisconsin Avenue, Suite 1200E

        Bethesda, Maryland 20814



   




    	First Amendment to Multifamily Loan and
Security Agreement (Multipurpose)
Fannie Mae	Form 6601
08-13	Page A-2
© 2013 Fannie Mae