Exhibit 10.200


 


Prepared by, and after recording
return to:


 


Brian J. Iwashyna, Esquire


Troutman Sanders LLC


P.O. Box 1122


Richmond, Virginia 23218-1122


 


Bell Hendersonville
(fka Grove at Waterford Crossing)


 


ASSUMPTION AND RELEASE AGREEMENT


 


This
ASSUMPTION AND RELEASE AGREEMENT ("Agreement") is dated as of December 3, 2014 by and among BELL BR WATERFORD
CROSSING JV, LLC, a Delaware limited liability company ("Transferor"), BELL HNW WATERFORD, LLC,
a Delaware-· limited liability company ("Transferee"), and BLUEROCK
RESIDENTIAL GROWTH REIT, INC., a Maryland corporation, BELL PARTNERS INC., a North Carolina
corporation and BELL HNW NASHVILLE PORTFOLIO, LLC, a North Carolina limited liability
company ("Original Guarantor") and Fannie Mae, the 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, executed by and between Transferor and CWCapital LLC, a Massachusetts
limited liability company, now know as Walker & Dunlop, LLC ("Original Lender")
(as amended, restated, replaced, supplemented or otherwise modified from time to time, the "Loan Agreement"),
Original Lender made a loan to Transferor 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, among other things,
that certain Multifamily
Note dated as of April 4, 2012, executed by Transferor and made payable to
Original Lender in the amount
of the Mortgage Loan (as amended, restated, replaced, supplemented or otherwise modified from time to
time, the "Note"), which Note has been assigned to Fannie Mae. The current servicer of the Mortgage Loan is Walker &
Dunlop, LLC ("Loan Servicer").


 


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  B.            In
addition to the Loan Agreement, the Mortgage Loan and the Note are secured by, among other things, (i) a Multifamily Deed of Trust,
Assignment of Leases and Rents, Security Agreement and Fixture Filing dated as of April 4, 2012 and recorded as instrument number
1008807 in the land records of Sumner County, Tennessee (as amended, restated, replaced, supplemented or otherwise modified from
time to time, the "Security Instrument")
encumbering the land as more particularly described in Exhibit A attached hereto
(the "Mortgaged Property"); and (ii) an Environmental Indemnity Agreement
by Transferor for the benefit of Original Lender dated as of the date of the Loan Agreement (the "Environmental Indemnity").


 


  C.           The
Security Instrument has been assigned to Fannie Mae pursuant to that certain Assignment of Security Instrument dated as of April
4, 2012 and recorded as instrument number 1008809 in the land records of Sumner County, Tennessee.


 


D.          The
Loan Agreement, the Note, the Security Instrument, the Environmental Indemnity and any other documents executed in connection with
the Mortgage Loan, including but not limited to those listed on Exhibit B to this Agreement, are referred to collectively
as the "Loan Documents." Transferor is liable for the payment and performance of all of Transferor's obligations
under the Loan Documents.


 


E.           Original
Guarantor is liable under the Guaranty of Non-Recourse Obligations dated as of April 4, 2012, as assumed by Assumption and Release
Agreement (Guarantor Transfer) dated April 2, 2014 (the "Guaranty").


 


F.            Each
of the Loan Documents has been duly assigned or endorsed to Fannie Mae.


 


G.           Fannie
Mae has been asked to consent to (i) the transfer of a tenancy-in-common interest in the Mortgaged Property to Transferee and the
assumption by Transferee of the obligations of Transferor under the Loan Documents (the "Transfer"). Transferor
will not be released from its obligations under the Loan Documents.


 


H.           Fannie
Mae has agreed to consent to the Transfer subject to the terms and conditions stated below.


 


AGREEMENTS:


 


NOW, THEREFORE,
in consideration of the mutual covenants in this Agreement and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as follows:


 


1.          Recitals.


 


The recitals set forth above are incorporated herein
by reference.


 


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2.          Defined
Terms.


 


    Capitalized
terms used and not specifically defined herein have the meanings given to such terms in the Loan Agreement. The following terms,
when used in this Agreement, shall have the following meanings:


 


"Amended
Loan Agreement"
means either (a) the
Amendment to Multifamily Loan and Security Agreement executed
by Transferee and Fannie Mae dated as of
even date herewith,
together with the Loan
Agreement, or (b) the
Amended and Restated Multifamily Loan and Security
Agreement executed by Transferee and
Fannie Mae dated as of
even date herewith.


 


"Claims"
means any and all possible claims, demands, actions, costs, expenses and liabilities whatsoever, known or unknown, at law
or in equity, originating in whole or in part, on or before the date of this Agreement, which Transferor, or any of their respective
partners, members, officers, agents or employees, may now or hereafter have against the Indemnitees, if any and irrespective of
whether any such claims arise out of contract, tort, violation of laws, or regulations, or otherwise in
connection with any of the Loan Documents, including,
without limitation, any contracting for,
charging, taking, reserving, collecting or receiving
interest in excess of the highest lawful rate applicable
thereto and any loss, cost or damage, of any kind
or character, arising out of or in any way connected with or in any way resulting from the acts, actions or omissions of the Indemnitees,
including any requirement that the Loan
Documents be modified as a condition to the transactions
contemplated by this Agreement,
any charging, collecting or contracting for prepayment
premiums, transfer fees, or assumption
fees, any breach of fiduciary duty, breach of any duty of fair dealing, breach of confidence,
breach of funding commitment, undue influence, duress, economic coercion, violation of any federal or state securities or Blue
Sky laws or regulations, conflict of interest, negligence, bad faith, malpractice, violations of the Racketeer Influenced and
Corrupt Organizations Act, intentional or negligent infliction of mental distress, tortious interference with contractual relations,
tortious interference with corporate governance or prospective business advantage, breach
of contract, deceptive trade practices, libel, slander, conspiracy or any claim for wrongfully accelerating the Note or
wrongfully attempting to foreclose on any collateral relating to the Mortgage Loan, but in
each case only to the extent permitted by applicable law.


 


"lndemnitees"
means, collectively, Original Lender, Fannie Mae, Loan Servicer and their respective successors, assigns, agents, directors, officers,
employees and attorneys, and each current or substitute
trustee under the Security Instrument.


 


"Transfer
Fee" means $105,000.00.


 


3.          Assumption
of Transferor's Obligations.


 


Transferor
hereby assigns and Transferee hereby assumes on a joint and several basis with Transferor all of the payment and performance
obligations of Transferor set forth in the Note, the Security Instrument, the Loan Agreement, and the other Loan Documents in
accordance with their respective terms and conditions, as the same may be modified from time to time, including payment of all
sums due under the Loan Documents. Transferee further agrees to abide by and be bound by all of the terms of the
Loan Documents, all as though each of the Loan Documents had been made, executed and delivered by Transferee.


 


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4.          Reaffirmation
by Transferor and Original Guarantor.


 


(a)         Transferor
affirms and acknowledges that:


 


(i)          the
Loan Documents are and will be and remain in full force and effect, enforceable against Transferor in
accordance with their terms.


 


(ii)         the
Mortgaged Property will remain subject to
the lien, charge and encumbrance of the Security Instrument. Nothing contained in
this Agreement or done pursuant to this Agreement will affect or be construed to
affect the lien, charge, and encumbrance of the Security Instrument or the priority of the
Security Instrument over other liens, charges, and encumbrances.


 


(iii)        nothing
contained in this Agreement or done pursuant to this Agreement will release or be construed to release or affect
the liability of any party or parties who may now or after the date of this Agreement be liable
under or on account of the Note and Security Instrument, except as expressly provided in this Agreement;


 


(iv)        Transferor
is and will continue to be liable for the payment of all sums and the performance of every obligation required under the Loan Documents
to the extent set forth in the Loan Documents, as modified
by this Agreement; and


 


(v)         the
obligations, duties, rights, covenants, terms, and conditions contained in the Loan Documents are being assumed by Transferor and
that Transferor will be jointly and severally liable under the Loan Documents.


 


(b)         Original
Guarantor:


 


(i)          reaffirms
its obligations under the Guaranty;


 


(ii)         acknowledges
that the Guaranty remains in full force and effect without any exoneration; and


 


(iii)        agrees
that the Loan Documents as executed and as modified by this Agreement will continue to be guaranteed by Original Guarantor to the
full extent provided in the Guaranty.


 


5.          Transferor's
Representations and Warranties.


 


Transferor represents and warrants to
Fannie Mae as of the date of this Agreement that:


 


(a)          the
Note has an unpaid principal balance of $20,100,000.00 and prior to default currently bears interest at the rate of three and fifty-nine
hundredths percent (3.59%) per annum;


 


(b)          the
Loan Documents require that monthly payments of principal and interest in the amount of the Monthly Debt Service Payment (as defined
in the Loan Agreement) be made on or before the first (1st) day of each month, continuing to and including the Maturity Date (as
defined in the Loan Agreement), when all sums due under the Loan Documents will be immediately due and payable in full;


 


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(c)          there
are no defenses, offsets or counterclaims to the Note, the Security Instrument, the Loan Agreement, or the other Loan Documents;


 


(d)          there
are no defaults by Transferor under the provisions of the Note, the Security Instrument, the Loan Agreement or the other Loan Documents;


 


(e)          all
provisions of the Note, the Security Instrument, the Loan Agreement and other Loan Documents are in full force and effect; and


 


(f)
there are no subordinate liens covering
or relating to the Mortgaged Property, nor are there any
mechanics' liens or liens for unpaid taxes
or assessments encumbering the Mortgaged
Property, nor has notice
of a lien or notice of intent to file a lien been received except for mechanics'
or materialmen's liens
which attach automatically under the laws of the Governmental
Authority upon the commencement of any work upon, or delivery of any materials to, the Mortgaged Property and for which Transferor
is not delinquent in the payment for any such services or materials.


 


6.          Transferee's
Representations and Warranties.


 


Transferee
represents and warrants to Fannie Mae as of the date of this Agreement that Transferee does not have any knowledge that any of
the representations made by Transferor in Section 5 above are not true and correct.


 


7.          Consent
to Transfer.


 


(a)          Fannie
Mae hereby consents to the Transfer and to the assumption by Transferee of all of the obligations of Transferor under the Loan
Documents, subject to the terms and conditions set forth in this Agreement. Fannie Mae's consent to the transfer of an undivided
tenant in common interest in the Mortgaged Property to Transferee is not intended to be and shall not be construed as a consent
to any subsequent transfer which requires Lender's consent pursuant to the terms of the Loan Agreement.


 


(b)          Transferor
and Transferee, understand and intend that Fannie Mae will rely on the representations and warranties contained herein.


 


8.          Amendment
and Modification of Loan Documents.


 


As
additional consideration for Fannie Mae's consent to the
Transfer as provided herein, Transferee and Fannie Mae
hereby agree to a modification and amendment of the Loan Documents as set forth in the Amended Loan Agreement.


 


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9.          Ratification
of Key Principal.


 


The parties
hereby agree that the parties identified as the Key Principal in the Loan Agreement will not change.


 


10.        Limitation
of Amendment.


 


Except
as expressly stated herein, all terms and conditions of the Loan Documents, including the Loan Agreement, Note, Security Instrument
and Guaranty, shall remain unchanged and in full force and effect.


 


11.        Further
Assurances.


 


Transferee
agrees at any time and from time to time upon request by Fannie Mae to take, or cause to be taken, any action and to execute and
deliver any additional documents which, in the opinion of Fannie Mae, may be necessary in order to assure to Fannie Mae the full
benefits of the amendments contained in this Agreement.


 


12.         Modification.


 


This
Agreement embodies and constitutes the entire understanding among the parties with respect to the transactions contemplated herein,
and all prior or contemporaneous agreements, understandings, representations, and statements, oral or written, are merged into
this Agreement. Neither this Agreement nor any provision hereof may be waived, modified, amended, discharged, or terminated except
by an instrument in writing signed by the party against which the enforcement of such waiver, modification, amendment, discharge,
or termination is sought, and then only to the extent set forth in such instrument. Except as expressly modified by this Agreement,
the Loan Documents shall remain in full force and effect and this Agreement shall have no effect on the priority or validity of
the liens set forth in the Security Instrument or the other Loan Documents, which are incorporated herein by reference. Transferee
hereby ratifies the agreements made by Transferor to Fannie Mae in connection with the Mortgage Loan and agrees that, except to
the extent modified hereby, all of such agreements remain in full force and effect.


 


13.        Priority;
No Impairment of Lien.


 


Nothing
set forth herein shall affect the priority, validity or extent of the lien of any of the Loan Documents, nor, except as expressly
set forth herein, release or change the liability of any party who may now be or after the date of this Agreement, become liable,
primarily or secondarily, under the Loan Documents.


 


14.        Costs.


 


Transferee
and Transferor agree to pay all fees and costs (including attorneys' fees) incurred by Fannie Mae and the Loan Servicer in connection
with Fannie Mae's consent to and approval of the Transfer, and the Transfer Fee in consideration of the consent to that transfer.


 


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15.        Financial
Information.


 


Transferee represents and warrants
to Fannie Mae that all financial information and information regarding the management capability of Transferee provided to the
Loan Servicer or Fannie Mae was true and correct as of the date provided to the Loan Servicer or Fannie Mae and remains materially
true and correct as of the date of this Agreement.


 


16.        Indemnification.


 


(a)          Transferee
and Transferor each unconditionally and irrevocably releases and forever discharges the Indemnitees from all Claims, agrees to
indemnify the Indemnitees, and hold them harmless from any and all claims, losses, causes of action, costs and expenses of every
kind or character in connection with the Claims or the transfer of the Mortgaged Property. Notwithstanding the foregoing, Transferor
shall not be responsible for any Claims arising from the action or inaction of Transferee and Transferee shall not be responsible
for any Claims arising from the action or inaction of Transferor.


 


(b)          This
release is accepted by Fannie Mae and Loan Servicer pursuant to this Agreement and shall not be construed as an admission of liability
on the part of any party.


 


(c)          Each
of Transferor and Transferee hereby represents and warrants that it has not assigned, pledged or contracted to assign or pledge
any Claim to any other person.


 


17.        Non-Recourse.


 


Article 3 (Personal Liability)
of the Loan Agreement is hereby incorporated herein as if fully set forth in the body of this Agreement.


 


18.        Governing
Law; Consent to Jurisdiction and Venue.


 


Section 15.01 (Governing Law;
Consent to Jurisdiction and Venue) of the Loan Agreement is hereby incorporated herein as if fully set forth in the body
of this Agreement.


 


19.        Notice.


 


(a)         Process
of Serving Notice.


 


All notices under this Agreement shall
be:


 


(1)         in
writing and shall be:


 


(A)         delivered,
in person;


 


(B)         mailed,
postage prepaid, either by registered or certified delivery, return receipt requested;


 


(C)         sent
by overnight courier; or


 


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(D)         sent
by electronic mail with originals to follow by overnight courier;


 


(2)         addressed
to the intended recipient at its respective address set forth at the end of this Agreement; and


 


(3)         deemed
given on the earlier to occur of:


 


(A)         the
date when the notice is received by the addressee; or


 


(B)         if
the recipient refuses or rejects delivery, the date on which the notice is so refused or rejected, as conclusively established
by the records of the United States Postal Service or any express courier service.


 


(b)          Change
of Address.


 


Any party to this Agreement
may change the address to which notices intended for it are to be directed by means of notice given to the other parties to this
Agreement in accordance with this Section 19.


 


(c)          Default
Method of Notice.


 


Any required notice under
this Agreement which does not specify how notices are to be given shall be given in accordance with this Section 19.


 


(d)          Receipt
of Notices.


 


No party to this Agreement
shall refuse or reject delivery of any notice given in accordance with this Agreement. Each party is required to acknowledge, in
writing, the receipt of any notice upon request by the other party.


 


20.         Counterparts.


 


This Agreement may be executed
in any number of counterparts, each of which shall be considered an original for all purposes; provided, however, that all such
counterparts shall constitute one and the same instrument.


 


21.         Severability;
Entire Agreement; Amendments.


 


The invalidity or unenforceability
of any provision of this Agreement or any other Loan Document shall not affect the validity or enforceability of any other provision
of this Agreement, all of which shall remain in full force and effect. This Agreement contains the complete and entire agreement
among the parties as to the matters covered, rights granted and the obligations assumed in this Agreement. This Agreement may not
be amended or modified except by written agreement signed by the parties hereto.


 


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22.         Construction.


 


(a)          The
captions and headings of the sections of this Agreement are for convenience only and shall be disregarded in construing this Agreement.


 


(b)          Any
reference in this Agreement to an "Exhibit" or "Schedule" or a "Section" or an "Article"
shall, unless otherwise explicitly provided, be construed as referring, respectively, to an exhibit or schedule attached to this
Agreement or to a Section or Article of this Agreement. All exhibits and schedules attached to or referred to in this Agreement,
if any, are incorporated by reference into this Agreement.


 


(c)          Any
reference in this Agreement to a statute or regulation shall be construed as referring to that statute or regulation as amended
from time to time.


 


(d)          Use
of the singular in this Agreement includes the plural and use of the plural includes the singular.


 


(e)          As
used in this Agreement, the term "including" means "including, but not limited to" or "including, without
limitation," and is for example only and not a limitation.


 


(f)          Whenever
a party's knowledge is implicated in this Agreement or the phrase "to the knowledge" of a party or a similar phrase is
used in this Agreement, such party's knowledge or such phrase(s) shall be interpreted to mean to the best of such party's knowledge
after reasonable and diligent inquiry and investigation.


 


(g)          Unless
otherwise provided in this Agreement, if Lender's approval is required for any matter hereunder, such approval may be granted or
withheld in Lender's sole and absolute discretion.


 


(h)          Unless otherwise provided
in this Agreement, if Lender's designation, determination, selection, estimate, action or decision is required, permitted or contemplated
hereunder, such designation, determination, selection, estimate, action or decision shall be made in Lender's sole and absolute
discretion.


 


(i)          All references in this
Agreement to a separate instrument or agreement shall include such instrument or agreement as the same may be amended or supplemented
from time to time pursuant to the applicable provisions thereof.


 


"Lender may" shall mean at Lender's discretion,
but shall not be an obligation.


 


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23.         WAIVER
OF TRIAL BY JURY.


 


TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO (A) COVENANTS AND AGREES NOT TO ELECT A TRIAL BY JURY WITH
RESPECT TO ANY ISSUE ARISING OUT OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR THE RELATIONSHIP BETWEEN THE PARTIES, 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 VOLUNTARJLY
WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL.


 


[Remainder of Page Intentionally Blank]


 


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IN WITNESS WHEREOF, the parties
have signed and delivered this Agreement under seal (where applicable) or have caused this Agreement to be signed and delivered
under seal (where applicable) by its duly authorized representative. Where applicable law so provides, the parties intend that
this Agreement shall be deemed to be signed and delivered as a sealed instrument.


 


	 	TRANSFEROR:


	 	 
	 	BELL BR WATERFORD CROSSING JV, LLC,
	 	a Delaware limited liability company
	 	 
	 	By: BR Waterford JV Member, LLC, a Delaware
	 	limited liability company, its manager


 





	 	By: 	/s/ Jordan Ruddy
	 	 	          Jordan Ruddy
	 	 	          Authorized Signatory







 





	 	Address:	c/o Bluerock Real Estate, LLC 
	 	 	712 Fifth Avenue, 9  Floor 
	 	 	New York, New York 10019


 


State of Michigan, Oakland County ss:


 


On this 26 day of November,
2014, before me personally appeared Jordan Ruddy, Authorized Signatory of BR Waterford JV Member, LLC, a Delaware limited liability
company, manager of Bell BR Waterford Crossing JV, LLC, a Delaware limited liability company, to me known to be the person who
executed the foregoing instrument on behalf of said limited liability company, and acknowledged the execution of the same to be
the free act and deed of said limited liability company. Witness my hand and official seal.


My Commission Expires:


 


	PATRICIA L. TKACH	 	 	 
	Notary Public, State of Michigan	 	/s/ Patricia L Tkach	 
	County of Oakland	 	Notary Public	 
	My Commission Expires Dec. 27, 2014	 	 	 
	Acting in the County of Oakland	 	 	 


 


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	 	TRANSFEREE:


	 	 
	 	BELL HNW WATERFORD, LLC, a Delaware
	 	limited liability company
	 	 
	 	By:	Bell HNW Nashville Portfolio, LLC, a North Carolina limited liability company, its sole
	 	 	member and manager
	 	 	 
	 	By: 	Bell Partners Inc., a North Carolina
	 	 	corporation its manager


 


	 	By: 	/s/ Jonathan D. Bell	 
	 	 	Name: Jonathan D. Bell
	 	 	Title:  President


 


	 	 	Address:	c/o Bell Partners Inc.
	 	 	 	300 North Greene Street, Suite 1000
	 	 	 	Greensboro, North Carolina 27401


 


STATE OF North Carolina, Guilford
County ss:


 


On this 21 day of November,
2014, before me personally appeared Jonathan D. Bell, President of Bell Partners Inc., a North Carolina corporation,
manager of Bell HNW Nashville Portfolio, LLC, a North Carolina limited liability company, sole member and manager of Bell HNW Waterford,
LLC, a Delaware limited liability company, to me known to be the person who executed the foregoing instrument on behalf of said
limited liability company, and acknowledged the execution of the same to be the free act and deed of said limited liability company.
Witness my hand and official seal.


 


My Commission Expires:


 


My
Commission Expires:


 


08/23/2016


 


	Diane Z. Huffman	 	/s/Diane Z. Huffman	 
	Notary Public	 	Notary Public	 
	Guilford County, NC 	 	 	 


 


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The name, chief executive office
and organizational identification number of Transferee (as Debtor under any applicable Uniform Commercial Code) are:


Debtor Name/Record Owner: Bell HNW Waterford, LLC


Debtor Chief Executive Office Address:


c/o Bell Partners Inc.


300 North Greene Street, Suite 1000


Greensboro, North Carolina 27401


 


Debtor Organizational ID Number: 5627058


 


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	 	ORIGINAL GUARANTOR:
	 	 
	 	BLUEROCK RESIDENTIAL GROWTH REIT,
	 	INC., a Maryland corporation
	 	 
	 	By:	/s/ Michael
    Konig	 
	 	 	Name: Michael Konig
	 	 	Title: Authorized Signatory


 





	 	Address: 	c/o Bluerock Real Estate, LLC
	 	 	 712 Fifth Avenue, 9th Floor
	 	 	 New York, New York 10019







  


STATE OF Michigan, Oakland County
ss:


 


On this 26 day of November,
2014, before me personally appeared Michael Konig, Authorized Signatory of Bluerock Residential Growth REIT, Inc.,
a Maryland corporation, to me known to be the person who executed the foregoing instrument on behalf of said corporation and acknowledged
the execution of the same to be the free act and deed of said corporation. Witness my hand and official seal.


 


My Commission Expires:


 


	PATRICIA L. TKACH	 	 	 
	Notary Public, State of Michigan	 	 	 
	County of Oakland 	 	 	 
	My Commission Expires Dec. 27, 2014	 	/s/ Patricia L. Tkach	 
	Acting in the County of Oakland	 	Notary Public	 


 


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	 	ORIGINAL GUARANTOR:
	 	 
	 	BELL PARTNERS INC., a North Carolina corporation
	 	 
	 	By: 	/s/ Jonathan D. Bell	(SEAL)
	 	Name: 	Jonathan D. Bell
	 	Title:	President
	 	Address: 300 North Greene Street, Suite 1000

 Greensboro9 North Carolina 27401


 


STATE OF North Carolina, Guilford
County ss:


 


On this 21 day of November,
2014, before me personally appeared Jonathan D. Bell, President of Bell Partners Inc., a North Carolina corporation,
to me known to be the person who executed the foregoing instrument on behalf of said corporation and acknowledged the execution
of the same to be the free act and deed of said corporation. Witness my hand and official seal.


 


My Commission Expires:


08/23/2016


 


	Dian Z. Huffman	 	/s/Diane Z. Huffman	 
	Notary Public	 	Notary Public	 
	Guilford County, NC 	 	 	 


 


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	 	ORIGINAL GUARANTOR:
	 	 
	 	BELL BNW NASHVILLE PORTFOLIO, LLC,
	 	a North Carolina limited liability company
	 	 
	 	By: Bell Partners Inc., a North Carolina corporation, its Manager
	 	 
	 	By: 	/s/ Jonathan D. Bell 	(SEAL)
	 
	Name: Jonathan D. Bell
	Title: President


 


Address: 300 North
Greene Street, Suite 1000 Greensboro, North Carolina 27401


 


STATE OF North Carolina, Guilford
County ss:


 


On this 21 day of November,
2014, before me personally appeared Jonathan D. Bell, President of Bell Partners Inc., a North Carolina corporation,
Manager of Bell HNW Nashville Portfolio, LLC, a North Carolina limited liability company, to me known to be the person who executed
the foregoing instrument on behalf of said limited liability company, and acknowledged the execution of the same to be the free
act and deed of said limited liability company. Witness my hand and official seal.


 


My Commission Expires:


08/23/2016


 


	Dian Z. Huffman	 	/s/Diane Z. Huffman	 
	Notary Public	 	Notary Public	 
	Guilford County, NC 	 	 	 


 


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	 	FANNIE MAE
	 	By: Walker & Dunlop, LLC, a Delaware limited
	 	liability company, its Servicer
	 	 
	 	By:	/s/ Loretta Webb
	 	 	Loretta Webb
	 	 	Vice President


 


Notice Address: Attention: Multifamily
Operations


- Asset Management


Drawer AM


3900 Wisconsin Avenue, N.W.


Washington, DC 20016


 


STATE OF Texas, Dallas
County ss:


 


On this 24 day of November, 2014,
before me personally appeared Loretta Webb, Vice President of Walker & Dunlop, LLC, a Delaware limited liability company, Servicer
of Fannie Mae, the 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, to me known to be the person who executed
the foregoing instrument on behalf of said corporation, and acknowledged the execution of the same to be the free act and deed
of said corporation. Witness my hand and official seal.


 


My Commission Expires:


 


	 	 	 
	 	EVELYN V. CEPAK	 
	 	Notary Public, State of Texas	 
	 	My Commission Expires	 
	 	August 22, 2015	 
	 	 	 


 


	 	/s/ Evelyn V. Cepak	 
	 	Notary Public	 


 


	Assumption and Release Agreement	Form 6625	Page S-7
	Fannie Mae	08-13	© 2013 Fannie Mae


 







    	 



    	 



    

 


EXHIBIT A to


ASSUMPTION AND RELEASE AGREEMENT


 


[Description of the Land]


 


The land referred to is located
in the County of Sumner, State of Tennessee, described as follows:


 


Being a tract of land lying
in the 5th District of Sumner County, Hendersonville, Tennessee. Bounded on the east by the western Right of Way (ROW) of Sanders
Ferry Road; bounded on the south by U.S.A. Army Corps., by a portion of Resubdivision of Hickory Bay Towers and Central Baptist
Church Properties as recorded in Plat Book 19, Page 62, Register's Office of Sumner County (ROSC), being Central Baptist Church
of Hendersonville, as recorded in Book 520, Page 342, ROSC, and by Mack H. McClung as recorded in
Book 2567, Page 239, ROSC; bounded on the west by said McClung and by Mack Corp. as recorded in Book 3198, Page 797, ROSC;
and bounded on the north by said Mack Corp. Tract being described as follows:


 


POINT
OF BEGINNING being a set iron rod with cap lying on the southwest corner of the intersection said Sanders Ferry Road and Spadeleaf
Boulevard (private road); thence along said western ROW of Sanders Ferry Road with the following: South 30°39'53" East
212.82 feet to a set iron rod with cap; thence South 30°37'38" East 217.82 feet to a set iron rod with cap; thence South
31°38'08" East 161.98 feet to a set iron rod with cap; thence leaving said ROW and along the common line of said U.S.A.
Army Corps South 72°07'49" West 208.00 feet to a found Army Corps.
boundary marker; thence along the common line of said Central Baptist Church with the following: North 85°29'14" West
698.24 feet to a found 1⁄2” iron rod; thence South 04°37'59" West 147.00 feet to a set iron rod with cap;
thence along the common line of said McClung with the following: North 85°28'30" West 293.77 feet to a set iron rod with
cap; thence North 04°30'46" East 95.19 feet to a set iron rod with cap; thence North 85°29'14" West 162.59 feet
to a set iron rod with cap; thence along a curve to the right having a length of 51.08 feet, a radius of 34.00
feet, a central angle of 86°04'44", a tangent of 31.75 feet, and having a chord bearing and distance of North 42°26'59"
West 46.41 feet to a set iron rod with cap; thence along a curve to the left having a length of 4.50 feet, a radius of 3.00 feet,
a central angle of 85°56'52", a tangent of 2.80 feet, and having a chord bearing and distance of North 42°26'59"
West 4.09 feet to a set iron rod with cap; thence North 85°29'14" West 31.21feet to a set iron rod with cap; thence along
the common line of said McClung and Mack Corp. North 04°53'27" East 329.94 feet to a set iron rod with cap; thence along
the common line of said Mack Corp. with the following: South 86°11'16" East 317.86 feet to set iron rod with cap; thence
North 03°48'55" East 93.86 feet to a set iron rod with cap; thence South 86°12'40" East 136.67 feet to a set
iron rod with cap; thence along a curve to the left having
a length of 592.86 feet, a radius of 676.00 feet, a central angle of 50°14'56", a tangent of 317.01 feet, and having
a chord bearing and distance of North 83°20'48" East 574.04 feet to a set iron rod with cap; thence North 58°22'23"
East 65.78 to the point of beginning.


 


Tract contains 579,263 square feet or 13.29 acres.


 


	Assumption and Release Agreement	Form 6625	Page A-1
	Fannie Mae	08-13	© 2013 Fannie Mae


 







    	 



    	 



    

 





Being the same property conveyed
to BELL BR WATERFORD CROSSING JV, LLC, A DELAWARE LIMITED LIABILITY COMPANY, by deed of record in Book 3560, page 777, said Register's
Office and in Book 3560, page 784, said Register's Office.


 


Together with the beneficial
rights contained in the Easement Agreement of record in Record Book 3236, page 822, said Register's Office, as amended by that
Amendment to Easement Agreement of Record in Record Book 3560, page 766, said Register's Office.


 




    	 



    	 



    

 





EXHIBIT B to


ASSUMPTION AND RELEASE AGREEMENT


 


1.          Multifamily
Loan and Security Agreement (including any amendments, riders, exhibits, addenda or supplements, if any) dated as of April 4, 2012
by and between Borrower and Original Lender.


 


2.          Multifamily
Note dated as of April 4, 2012, by Borrower for the benefit of Original Lender, (including any amendments, riders, exhibits, addenda
or supplements, if any).


 


3.          Multifamily
Deed of Trust, Assignment of Leases and Rents, Security Agreement and
Fixture Filing, (including any amendments, riders, exhibits, addenda or supplements, if
any) dated as of April 4, 2012, by Borrower for the benefit
of Original Lender.


 


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


 


5.          Guaranty
of Non-Recourse Obligations
dated as of April 4, 2012 by Bell Partners Inc., Bell HNW
Nashville Portfolio, LLC, Bluerock Special Opportunity + Income
Fund, LLC and Bluerock Special Opportunity + Income Fund
Il, LLC, as assumed by Bluerock Residential Growth REIT, Inc. by
Assumption and Release Agreement dated as of April 2, 2014.


 


6.          Environmental
Indemnity Agreement dated as of April 4, 2012 by Borrower for the benefit of Original Lender.


 


	Assumption and Release Agreement	Form 6625	Page B-1
	Fannie Mae	08-13	© 2013 Fannie Mae