Exhibit 10.217


 


ARIUM Grande Lakes (f/k/a Venue Apartments)


 


CONSOLIDATED, AMENDED AND RESTATED MULTIFAMILY
NOTE


 


This CONSOLIDATED, AMENDED AND RESTATED
MULTIFAMILY NOTE is made and entered into as of November 4, 2014 by and between BR CARROLL ARIUM GRANDE LAKES OWNER,
LLC, a Delaware limited liability company ("Borrower") and WALKER & DUNLOP,
LLC, a Delaware limited liability company ("Lender").


 


PRELIMINARY STATEMENTS:


 


A.           A
loan was made to Panther Orlando/Venue, LLC, a Florida limited liability company ("Original Borrower") in the
original principal amount of Twenty Million Dollars ($20,000,000.00), the repayment of which is evidenced by a Multifamily Note
dated January 25, 2010, from Original Borrower to the order of Deutsche Bank Berkshire Mortgage, Inc., a Delaware corporation ("DBBM")
(the "Original Note"). The Original Note was assigned by DBBM to the Federal Home Loan Mortgage Corporation
("Freddie Mac") and further assigned by Freddie Mac to U.S. Bank National Association, as Trustee for the
registered holders of Banc of America Commercial Mortgage Inc., Multifamily Mortgage Pass-Through Certificates, Series 2010-K7
("Original Lender").


 


B.           The
Original Note is secured by a Multifamily Mortgage, Assignment of Rents and Security Agreement dated January 25, 2010, from Original
Borrower to and for the benefit of DBBM, recorded on January 26, 2010, among the Public Records of Orange County, Florida (the
"Real Estate Records") in Official Record Book 9993, at Page 0066, as Document 20100050148 (as amended, restated,
replaced, supplemented, or otherwise modified from time to time, the "Original Mortgage") on certain improved
real property located in Orange County, Florida, as further described in Exhibit A hereto. The Original Mortgage was assigned
by DBBM to Freddie Mac by Assignment of Security Instrument dated or effective as of January 25, 2010, and recorded on January
26, 2010, in Book 9993, Page 0134, as Document No. 20100050149, in the Real Estate Records, and further assigned by Freddie Mac
to Original Lender by Assignment of Multifamily Mortgage, Assignment of Rents and Security Agreement dated June 11, 2010, and recorded
July 8, 2010, in Book 10071, Page 7958, as Document No. 20100393797, in the Real Estate Records., on certain improved real property
located in Orange County, Florida.


 


C.           Lender
has purchased the Original Note from its holder. Borrower has assumed and ratified, and by its execution and delivery of this Consolidated,
Amended and Restated Multifamily Note does hereby assume and ratify, the obligations and liabilities of Original Borrower under
the Original Note.


 


D.           Borrower
has requested and Lender has agreed to make certain amendments to the Original Note, including changing the interest rate and the
terms of payment, and increasing the original principal amount of the Original Note in the amount of Nine Million Four Hundred
Forty-Four Dollars ($9,444,000.00), from Twenty Million Dollars ($20,000,000.00) to Twenty Nine Million Four Hundred Forty-Four
Thousand Dollars ($29,444,000.00), and increasing the outstanding principal amount in the amount of the Original Note in the amount
of Ten Million Three Hundred Sixty Thousand Eight Hundred Sixty-Nine and 69/100 Dollars ($10,360,869.69). The Original Note is
being consolidated, amended and restated in its entirety, and Borrower is entering into that certain Loan Agreement (defined herein)
to reflect such amendments.


 


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E.           State
of Florida Documentary Stamp Tax was paid on the Original Note and is due and has been paid on the full principal amount of this
Consolidated, Amended and Restated Multifamily Note. Nonrecurring Intangible Tax was paid on the Original Note and is only due
on this Consolidated, Amended and Restated Multifamily Note to the extent that the original principal amount of this Consolidated,
Amended and Restated Multifamily Note exceeds the outstanding principal amount of the Original Note.


 


F.           The
Original Mortgage is concurrently being consolidated, amended and restated pursuant to the terms of that certain Consolidated,
Amended and Restated Multifamily Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing of even date herewith
(as so consolidated, amended and restated, the "Security Instrument").


 


AGREEMENTS:


 


NOW,
THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Borrower and Lender agree that the Original Note is hereby consolidated, amended and restated in
its entirety as follows (as consolidated, amended and restated, the "Note"):


 


MULTIFAMILY NOTE


 


	U.S. $29,444,000.00	As of November 4, 2014


 


FOR
VALUE RECEIVED, the undersigned ("Borrower") promises to pay to
the order of WALKER & DUNLOP,
LLC, a Delaware limited liability company ("Lender"), the principal
amount of Twenty-Nine Million Four Hundred Forty-Four Thousand and 00/100 Dollars (US $29,444,000.00) (the "Mortgage
Loan"), together with interest thereon accruing at the Interest Rate on the unpaid principal balance from the date
the Mortgage Loan proceeds are disbursed 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.


 


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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, if an Event of Default has occurred and is continuing, 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.







  


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(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.


 


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13.         WAIYER
OF TRIAL BY JURY.


 


TO THE MAXIMUM
EXTENT PERMITTED BY LAW, 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 WAIYER
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.


 


16.         No
Novation.


 


This Consolidated,
Amended and Restated Multifamily Note does not extinguish the outstanding indebtedness evidenced by the Original Note or discharge
or release the Original Mortgage or any other security, and the parties do not intend this Consolidated, Amended and Restated Multifamily
Note to be a substitution or novation of the original indebtedness or instruments securing the same.


 


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:
	 	 
	 	BR CARROLL ARIUM GRANDE LAKES
	 	OWNER, LLC, a Delaware limited
	 	liability company
	 	 
	 	By:	/s/ Jordan Ruddy
	 	 	Jordan Ruddy
	 	 	Authorized Signatory


 


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Walker &
Dunlop, LLC, a Delaware limited liability company, holder of the Original Note, signs below to acknowledge its consent to
the terms of this Consolidated, Amended and Restated Multifamily Note.


 


	 	ORIGINAL LENDER:
	 	 
	 	WALKER & DUNLOP, LLC, a Delaware limited liability company


 


	 	By: 	/s/Jamie Petitt
	 	 	Jamie Petitt
	 	 	Closing Officer


 


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	 	PAY TO THE ORDER OF
	 	WITHOUT RECOURSE.                     
	 	 
	 	WALKER & DUNLOP, LLC, a Delaware limited liability company


 


	 	By:	/s/Jamie Petitt
	 	 	Jamie Petitt
	 	 	Closing Officer


 


Fannie Mae Commitment Number:      875800


 


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