Exhibit
10.204


 


Bell
Hendersonville (fka Grove at Waterford Crossing)


 SECOND
AMENDMENT TO MULTIFAMILY LOAN AND SECURITY AGREEMENT


(Multipurpose)


 


This
Second Amendment To Multifamily Loan And Security Agreement (this "Amendment") dated as of December 3, 2014,
is executed by and between BELL BR WATERFORD CROSSING JV. LLC, a Delaware limited liability company and BELL HNW WATERFORD,
LLC, a Delaware limited liability company, as tenants in common (individually and together, "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 wider 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 Bell BR Waterford Crossing JV, LLC, a Delaware limited liability company ("Prior
Borrower") and CWCapital LLC a Massachusetts
limited Liability company now known as Walker & Dunlop, LLC, a Delaware limited liability
company ("Prior Lender") (as amended,
restated, replaced, supplemented, or otherwise modified from time to time, the "Loan Agreement"),
Prior Lender made a loan to Prior 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 Prior Borrower and made 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
Mortgage, Deed of Trust, or Deed to Secure Debt 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.           Prior
Lender services the Mortgage Loan on behalf of Fannie Mae.


 


E.           The
parties are executing this. Amendment pursuant to the Loan Agreement to add Bell HNW Waterford, LLC, a Delaware limited liability
as a tenancy-in-common Borrower, and to modify the Loan Agreement to include Co-Tenants modifications.


 


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:


 





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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.


 


	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.	Modification
    of Loan Agreement.


 


The
Loan Agreement is hereby amended to add Bell HNW Waterford, LLC, a Delaware limited liability as a co-tenant Borrower, and to
modify the Loan Agreement to include the Co- Tenants modifications described in Sections 5 and 6 below.


 


	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.	Addition
    of Exhibit/Schedule 2 Addenda (Co-Tenants).


 


Exhibit/Schedule
2 Addenda to Multifamily Loan and Security Agreement (Co-Tenants) attached hereto is hereby added to the Loan Agreement and made
a part thereof.


 


	Section
    6.	Addition   of
    Exhibit 3  Modifications   to  Multifamily   Loan  and  Security
    Agreement  (Co-Tenants).


 


Exhibit
3 to Multifamily Loan and Security Agreement (Co-Tenants) attached hereto is hereby added to the Loan Agreement and made a part
thereof.


 


	Section
    7.	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
    8.	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.


 





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	Section
    9.	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
    10.	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
    11.	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.


 


	Section
    12.	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]


 





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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:
    BR Waterford JV Member,
    LLC, a Delaware
	 	limited
    liability company, its manager
	 	 	 
	 	By:	/s/ Jordan Ruddy	 
	 	 	Jordan Ruddy
	 	 	Authorized
    Signatory


 





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	 	BORROWER:
	 	 
	 	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 HNW Partners Inc, a North Carolina 
	 	 	 	corporation, its manager
	 	 	 	 
		 		By:	/s/ Jonathan D. Bell	 
	 	 	 	 	Name: Jonathan D. Bell
	 	 	 	 	Title: President


 





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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


 





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EXHIBIT
A


Modification
to Summary of Loan Terms


 


 


 


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	 	/s/ JR	 
	 	Borrower Initials (Bell BR)





 





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	 	/s/ JB	 
	 	Borrower’s Initials (Bell HNW)


 





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MODIFICATIONS
TO MULTIFAMILY LOAN AND SECURITY AGREEMENT


 


ADDENDA
TO SCHEDULE 2 - SUMMARY OF LOAN TERMS


(Co-Tenants)


 





	VI. Co-Tenants
	Co-Tenant Representative	Bell BR Waterford Crossing JV, LLC
	 	 
	Tenancy-in-Common Agreement	Tenants in Common Agreement by and between Bell BR Waterford Crossing JV, LLC and Bell HNW Waterford, LLC







 




 


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	 	/s/ JR	 
	 	Borrower Initials (Bell BR)


 





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	 	s/ JB	 
	 	Borrower Initials (Bell HNW)


 





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EXHIBIT
3


 


MODIFICATIONS
TO MULTIFAMILY LOAN AND SECURITY AGREEMENT


(Co-Tenants)


 


The
foregoing Loan Agreement is hereby modified as follows:


 


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


 


2.          The
Definitions Schedule is hereby amended by adding the following new definitions in the appropriate alphabetical order:


 


"Co-Tenant"
means, individually and collectively, all persons, trusts or entities
comprising Borrower.


 


"Co-Tenant
Representative" means the Co-Tenant Representative identified
on the Summary of Loan Terms.


 


"Initial
Bankruptcy Case(s)" means one or more bankruptcy cases
resulting from one or more Co-Tenants filing for relief under the Insolvency Laws.


 


"Initial
Debtor" means the debtor of an Initial Bankruptcy Case.


 


"Subsequent
Bankruptcy Case" means any bankruptcy case filed by one
or more Co-Tenants after an Initial Bankruptcy Case.


 


"Tenancy-in-Common
Agreement" means that certain Tenancy-in-Common Agreement
identified on the Summary of Loan Terms.


 


3.          Section
3.02(a) (Personal Liability of Borrower - Personal Liability Based on Lender's Loss) of the Loan Agreement is hereby amended by
adding the following provisions to the end thereof:


 


(8)         the
modification, termination or waiver of any provisions under the Tenancy-in-Common Agreement, or the entering into a new agreement
related to the management of the Mortgaged Property, without the prior written consent of Lender; or


 


(9)         the
filing of any action, complaint, petition or other claim to divide the Mortgaged Property, cause the appointment of a receiver
for the Mortgaged Property or compel the sale of the Mortgaged Property.


 


4.          Section
14.0l (a) (Events of Default - Automatic Events of Default) of the Loan Agreement is hereby amended by adding the following provisions
to the end thereof:


 


(12)        the filing of any action, complaint, petition or other claim to divide the Mortgaged Property, cause the appointment of a receiver
for the Mortgaged Property or compel the sale of the Mortgaged Property, without Lender's prior written consent.


 





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5.          Section
15.02(a) (Process of Serving Notice) of the Loan Agreement is hereby amended by adding the following provision to the end thereof:


 


(4)
any notice to be provided to Borrower under this Loan Agreement shall be provided in accordance with and in the manner set forth
in this Section 15.02 and directed to Co-Tenant Representative. Borrower agrees that any notice so sent shall constitute notice
to Borrower.


 


6.          The
following article is hereby added to the Loan Agreement as Article 16 (Co-Tenants):


 


ARTICLE
16 CO-TENANTS


 


16.01         Representations
and Warranties.


 


The
representations and warranties made by Borrower to Lender in this Section 16.01 are made as of the Effective Date, and are true
and correct.


 


(a)          No
partition action has been filed, or is currently being threatened, with respect to the Mortgaged Property.


 


(b)          Each
Co-Tenant has executed and delivered the Tenancy-in-Common Agreement and is currently a party thereto.


 


(c)          The
Tenancy-in-Common Agreement is in full force and effect and there are no defaults thereunder, nor has any event occurred that
with the passage of time, the giving of notice or both would result in such a default.


 


16.02         Covenants.


 


(a)          No
Partition, Sale or Ouster.


 


Neither
Borrower nor any Co-Tenant shall file any action, complaint, petition or claim to seek partition or to otherwise divide the Mortgaged
Property, to compel any sale of the Mortgaged Property or to seek ouster of any Co-Tenant. Borrower and each Co-Tenant expressly
waives any and all rights to partition the Mortgaged Property or seek ouster of any Co-Tenant.


 


(b)          Notification
of Default under Tenancy-in-Common Agreement.


 


Borrower
hereby agrees that it will cause Co-Tenant Representative to notify Lender in writing within ten (10) days of a default by one
or more of the parties under the Tenancy-in-Common Agreement.


 





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16.03         Subordination
of the Tenancy-in-Common Agreement.


 


It
is specifically agreed by Borrower and each Co-Tenant that the Tenancy-in-Common Agreement and all rights, remedies and indemnities
benefiting Borrower or each Co-Tenant thereunder, the Mortgaged Property or the ownership or operation thereof are hereby expressly
made fully junior, secondary, subject and subordinate to the rights and remedies of Lender under the Loan Documents, including
any future advances made by Lender. Each Co-Tenant further subordinates and hereby makes junior, secondary and subject any and
all purchase options, rights of first refusal and rights to purchase the Mortgaged Property or any right or interest therein,
whether now owned or hereafter acquired (including, without limitation, any rights arising under the Insolvency Laws) to the terms
and provisions of the Loan Documents. To the extent that any one or more Co-Tenant has or in the future obtains any lien or similar
interest whatsoever in or to the Mortgaged Property, or any right or interest therein, whether now owned or hereafter acquired,
such lien or other similar interest shall be and hereby is waived in its entirety until the Indebtedness is paid in full. Each
Co-Tenant further agrees and covenants that prior to the full and final payment of the Indebtedness and the written final release
and discharge of the Indebtedness by Lender, each Co-Tenant will not pursue any remedies against one another to which it may be
entitled pursuant to the Tenancy-in-Common Agreement or to which it may be entitled at law or in equity without Lender's prior
written consent, other than the right expressly set forth in the Tenancy-in-Common Agreement to purchase the interest of another
Co-Tenant, to reduce the interest of another Co-Tenant, or (subject to the provisions in Section 16.04 (Bankruptcy) below) the
right to seek contribution from another Co-Tenant.


 


16.04          Bankruptcy.


 


(a)          After
the occurrence of a Bankruptcy Event involving any one or more Co-Tenant(s), each Co-Tenant:


 


(1)         agrees
not to seek the sale of its tenancy-in-common interest separate and apart from any sale of the undivided fee simple interest in
the Mortgaged Property. Each Co-Tenant acknowledges and agrees that the detriment to the interest of each other Co-Tenant outweighs
the benefit to such Co-Tenant.


 


(2)         assigns
to Lender, as additional security for the Indebtedness, its right to reject or ratify the Tenancy-in-Common Agreement under the
Insolvency Laws.


 


(b)          Neither
Borrower nor any Co-Tenant shall have any right of, and each hereby waives any claim for, subrogation or reimbursement against
any Co- Tenant or any general partner, member or manager of a Co-Tenant by reason of any payment by Borrower or by any Co-Tenant
of the Indebtedness, whether such right or claim arises at law or in equity or under any contract or statute, until the Indebtedness
has been paid in full and there has expired the maximum possible period thereafter during which any payment made by Borrower or
such Co-Tenant to Lender with respect to the Indebtedness could be deemed a preference under the Insolvency Laws.


 





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(c)          If
any payment by a Co-Tenant is held to constitute a preference
under the Insolvency Laws, or if for any other reason Lender is required to refund any sums to a Co-Tenant, such refund shall
not constitute a release of any liability of Borrower under the Note, the Security Instrument or any other Loan Documents. It
is the intention of Lender and Borrower that Borrower's obligations under the Note, the Security Instrument and any other Loan
Documents shall not be discharged except by Borrower's performance of such obligations and then only to the extent of such performance.


 


(d)          If,
as the result of one or more Initial Bankruptcy Cases, an Initial Debtor achieves confirmation of a plan that impairs the liens
granted Lender under the Security Instrument, then each Co-Tenant shall agree as follows:


 


(1)         each
Co-Tenant would be a party-in-interest in the Initial Bankruptcy Case(s);


 


(2)         each
Co-Tenant will be bound by the terms of the plan confirmed in the Initial Bankruptcy Case(s);


 


(3)         each
Co-Tenant will receive a benefit by reason of any impairment of Lender's lien that is authorized by the court in the Initial Bankruptcy
Case;


 


(4)         the
interest of each Co-Tenant in the Mortgaged Property and the terms of the lien impairment will have been adequately represented
by Initial Debtor(s);


 


(5)         the
impairment of the liens was a critical and necessary part of the plan and order confirming the plan issued in the Initial Bankruptcy
Case(s);


 


(6)         Lender
and each Co-Tenant constitute all of the material necessary parties to the Initial Bankruptcy Case(s) and any Subsequent Bankruptcy
Case(s) filed with respect to the Mortgaged Property;


 


(7)         the
confirmation order issued by a United States bankruptcy (or district) court will have been issued by a court of competent jurisdiction;


 


(8)         the
confirmation order in the Initial Bankruptcy Case(s) constitutes a final judgment on the merits;


 





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(9)         any
lien impairment request in the Subsequent Bankruptcy Case will be identical in all material respects to the lien impairment claims
made in the Initial Bankruptcy Case(s); and


 


(10)        that
in view of the foregoing agreements, EACH CO-TENANT SHALL CONFIRM IT HAS WAIVED THE RIGHT TO REQUEST BANKRUPTCY RELIEF AFTER THE
CONFIRMATION OF A PLAN IN THE INITIAL BANKRUPTCY CASE(S), AND SHALL FURTHER AGREE IT WILL CONSENT TO ENTRY OF AN ORDER DISMISSING
ANY SUBSEQUENT BANKRUPTCY CASE CONCERNING THE MORTGAGED PROPERTY, AND THAT THE FAILURE OF ONE OR MORE CO-TENANTS TO CONSENT TO
AN ORDER OF DISMISSAL AS REQUESTED BY LENDER IN THE SUBSEQUENT BANKRUPTCY CASE SHALL EVIDENCE "BAD FAITH" ON THE PART
OF THE CO-TENANTS, AND SUCH FAILURE TO CONSENT SHALL CONSTITUTE ADEQUATE CAUSE FOR DISMISSAL OF THE SUBSEQUENT BANKRUPTCY CASE.


 





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	 	/s/ JR	 
	 	Borrower Initials (Bell BR)


 





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	 	/s/ JB	 
	 	Borrower Initials (Bell HNW)


 





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