Exhibit 10.47


 


Grove at Waterford
Crossing


 


ASSIGNMENT
OF COLLATERAL AGREEMENTS

AND OTHER LOAN DOCUMENTS


 


Pursuant
to that certain Multifamily Loan and Security Agreement dated as of the date hereof, executed by and between BELL BR WATERFORD
CROSSING JV, LLC, a Delaware limited liability company ("Borrower") and CWCAPITAL LLC, a Massachusetts
limited liability company ("Lender") (as amended, restated,
replaced, supplemented or otherwise modified from time
to time, the "Loan Agreement"), Lender has
agreed to make a loan to Borrower in the original principal
amount of Twenty Million
One Hundred Thousand and 00/l 00 Dollars ($20, 100,000.00)
(the "Mortgage Loan"), as evidenced by that certain Multifamily Note dated as of the date hereof, executed by
Borrower and made payable to Lender in the amount of the Mortgage Loan.


 


Lender
hereby assigns to Fannie Mae, a corporation duly organized under the Federal National Mortgage Association Charter Act, as amended,
12 U.S.C. Section 1716 et seq. and duly organized and existing under the laws of the United States ("Fannie Mae")
all right, title and interest of Lender in the Loan Documents, including but not limited to the Loan Documents listed on Exhibit
A hereto, executed in connection with the Mortgage Loan.


 


This
Assignment is given in connection with, and in consideration of, Fannie Mae's purchase of the Mortgage Loan made by Lender to Borrower,
and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged.


 


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


 


IN
WITNESS WHEREOF, Lender has signed and delivered this Assignment under seal (where applicable) or bas caused this Assignment
to be signed and delivered under seal (where applicable) by its duly authorized
representative as of April 4, 2012. Where applicable law
so provides, Lender intends that this Assignment shall be deemed to be signed and delivered as a sealed instrument.


 


[Remainder
of Page Intentionally Blank]


  


	Assignment of Collateral Agreements and	 	 
	Other Loan Documents	Form 6402	Page 1
	Fannie Mae	01-11	© 2011 Fannie Mae





 




    	 



    	 



    

  


	 	LENDER:
	 	 
	 	CWCAPITAL LLC, a Massachusetts limited
	 	liability company


 


	 	By: 	/s/ Paul A. Sherrington
	 	 	Paul A. Sherrington
	 	 	Managing Director


 





	Assignment of Collateral Agreements and	 	 
	Other Loan Documents	Form 6402	Page 2
	Fannie Mae	01-11	© 2011 Fannie Mae





 




    	 



    	 



    

  


EXHIBIT A


TO


ASSIGNMENT OF COLLATERAL
AGREEMENTS

AND OTHER LOAN DOCUMENTS


 


		1.	Multifamily Loan and Security Agreement dated as of April 4, 2012, by and between Borrower and
Lender.



 


		2.	Assignment of Management Agreement dated as of April 4, 2012, by and among Borrower, Lender and
Bell Partners Inc.



 


		3.	Subordination, Non-Disturbance and Attornment Agreement dated as of April 4, 2012, by and among
Lender, Borrower and Mac-Gray Services, Inc.



 


		4.	Environmental Indemnity Agreement dated as of April 4, 2012, from Borrower to Lender.



 


		5.	Guaranty of Non-Recourse Obligations dated as of April 4, 2012, from Bell Partners Inc.; Bell HNW
Nashville Portfolio, LLC; Bluerock Special Opportunity + Income Fund, LLC; and Bluerock Special Opportunity + Income Fund II, LLC.



 


		6.	Any other documents executed in connection with the Mortgage Loan.



  


	Assignment of Collateral Agreements and	 	 
	Other Loan Documents	Form 6402	Page A-1
	Fannie Mae	01-11	© 2011 Fannie Mae