Exhibit 10.192


 


FOURTH AMENDMENT TO CONSTRUCTION LOAN
AGREEMENT


 


THIS FOURTH AMENDMENT
(the “Amendment") is entered into by and among FIFTH THIRD BANK, an Ohio banking corporation (the “Lender"),
23HUNDRED, LLC, a Delaware limited liability company (the “Original Borrower"), SH 23HUNDRED TIC, LLC, a Tennessee
limited liability company ("SH") and BGF 23HUNDRED, LLC, a Delaware limited liability company ("BGF")
(collectively, the Original Borrower, SH and BGF shall be referred to as "Borrowers").


 


WITNESSETH:


 


WHEREAS:


 


A.           The
Original Borrower and Lender entered into a Construction Loan Agreement (the “Original Loan Agreement"), dated
as of October 18, 2012, for a loan in the original principal amount of $23,569,000.00. The Original Borrower and Lender subsequently
have amended the Original Loan Agreement pursuant to the First Amendment to Construction Loan Agreement, dated as of November 1,
2012 (the “First Amendment"), the Second Amendment to Construction Loan Agreement, dated as of March 12,
2014 (the "Second Amendment"), and the Third Amendment to Construction Loan Agreement, dated as of July 28, 2014
(the "Third Amendment") (the Original Loan Agreement, as amended by the First Amendment, the Second Amendment
and the Third Amendment, is herein referred to as the “Loan Agreement").


 


B.           Pursuant
to the terms of the Loan Agreement, the Original Borrower executed a Promissory Note (the “Note") dated October
18, 2012, in favor of Lender in the original principal amount of $23,569,000.00.


 


C.           The
obligations of the Original Borrower under the Loan Agreement and Note are secured by a Deed of Trust, Assignment of Rents, Security
Agreement and Fixture Filing of record as Instrument No. 20121022-0096448 in the Register of Deeds for Davidson County, Tennessee
(the “Deed of Trust").


 


D.           The
purpose of the Loan was to provide funding to the Original Borrower to construct a residential apartment complex on certain property
located at 2300 Franklin Pike, Nashville, Tennessee (the "Property").


 


E.           The
Original Borrower has requested the consent of Lender to the transfer of portions of its fee interest in the Property to SH and
BGF, which entities, along with the Original Borrower, would own fee title to the Property as tenants in common following the transfer.


 


F.           Lender
has consented to the proposed transfer on the condition, among others, that the Borrowers enter into this Amendment on the terms
and conditions provided hereinafter, and into the Assumption Agreement dated on the same date hereof by and among the Borrower
and Lender.


 




    	1



    	 



    

  


NOW, THEREFORE, in consideration
of the premises, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it
is agreed as follows:


 


1.          Use
of Terms. All references to "Borrower" in the Loan Agreement, as amended hereby, shall be deemed to refer to one
or more (or all) of the Borrowers, as the context requires. It is the intent of the parties hereto in making any determination
under the documents executed in connection with the Loan (collectively, “Loan Documents"), including, without
limitation, in determining whether (a) a breach of a representation, warranty or a covenant has occurred or (b) there has occurred
an Event of Default that any breach, occurrence or event with respect to any of the Borrowers shall be deemed to be a breach, occurrence
or event with respect to all of the Borrowers, and that all of the Borrowers need not have been involved with or be the subject
of such breach, occurrence or event in order for the same to be deemed such a breach, occurrence or event with respect to every
all Borrowers and the Loan.


 


2.          Definitions.
The following definitions in Section 1 of the Loan Agreement are amended and restated as follows:


 


(a)          "Manager"
means (i) BR Stonehenge 23Hundred JV, LLC, with respect to 23Hundred, LLC; (ii) Stonehenge 23Hundred JV Member, LLC, with respect
to SH 23Hundred TIC, LLC; and (iii) Bluerock Growth Fund, LLC, with respect to BGF 23Hundred, LLC.


 


(b)          "Member"
means (i) BR Stonehenge 23Hundred JV, LLC, with respect to 23Hundred, LLC; (ii) Stonehenge 23Hundred JV Member, LLC, with respect
to SH 23Hundred TIC, LLC; and (iii) Bluerock Growth Fund, LLC, with respect to BGF 23Hundred, LLC.         ·


 


(c)          “Operating
Agreement" means (i) with respect to 23Hundred, LLC, the Amended and Restated Limited Liability Company Agreement of 23Hundred,
LLC; (ii) with respect to SH 23Hundred TIC, LLC, the Operating Agreement of SH 23Hundred TIC, LLC; and (iii) with respect to BGF
23Hundred, LLC, the Limited Liability Company Agreement of BGF 23Hundred, LLC.


 


3.          The
following is added as Section 2.9 of the Loan Agreement:


 


2.9          Joint and Several
Liability. Each of the Borrowers shall be jointly and severally liable for payment of the Indebtedness and performance of all
other obligations of all Borrowers (or any of them) under this Agreement and any other Loan Document.


 


4.          The
following is added to the Loan Agreement as Section 8.16:


 


8.16        Tenancy-in-Common
Agreement; Waiver of Partition, Etc.


 


(a)          Each
of the Borrowers shall comply in all material respects with the terms and provisions of, and take commercially reasonable measures
to enforce its rights under, that certain Tenants in Common Agreement dated as of December 9, 2014 among the Borrowers (the "TIC
Agreement"). Each of the Borrowers will (i) notify Lender of any default by any of the Borrowers under the TIC Agreement,
and (ii) furnish to Lender a copy of any notice, communication, or other instrument or document received or given by any of the
Borrowers under or relating to the TIC Agreement.


 




    	2



    	 



    

 


 


(b)          None
of the Borrowers shall not terminate, cancel, modify, amend, replace, or transfer its interest in or rights under the TIC Agreement
without the prior written consent of Lender, which consent shall not be unreasonably withheld. No organizational documents of any
of the Borrowers shall be terminated, cancelled, modified, amended, or replaced without the prior written consent of Lender, which
consent shall not be unreasonably withheld.


 


(c)          Each
of the Borrowers agrees that its rights under the TIC Agreement are and shall at all times be subject and subordinate to the rights
of Lender under the Loan Documents. Each of the Borrowers agrees that the TIC Agreement shall automatically terminate upon Lender's
acquisition of the Property (whether by judicial or non-judicial foreclosure, deed in lieu of foreclosure, or otherwise). Each
of the Borrowers hereby acknowledges and agrees that the TIC Agreement does not constitute a lien upon the Property, notwithstanding
that the TIC Agreement may provide otherwise or that the TIC Agreement or a memorandum thereof may be recorded. In the event of
any conflicts or inconsistencies between the terms and conditions of the TIC Agreement on the one hand, and the terms and conditions
of the Loan Documents on the other hand, the .terms and conditions of the Loan Documents shall prevail.


 


(d)          Without
limiting any provision of the TIC Agreement, each of the Borrowers hereby (i) waives any right to (and agrees not to) file any
action for partition or other action of a similar nature with respect to the Property, and (ii) waives any lien or other rights
under the TIC Agreement regarding the Property, in each case with respect to clauses (i) and (ii) above until the Indebtedness
has been paid in full.


 


(e)          Lender
is and shall be a third-party beneficiary of the TIC Agreement.


 


(f)          Each
of the Borrowers represents and warrants to Lender that (i) the TIC Agreement is valid, binding, and in full force and effect,
and is enforceable against each of the Borrowers, (ii) the TIC Agreement has not been modified or amended except as disclosed in
writing to Lender, (iii) no default exists under the TIC Agreement on the part of any of the Borrowers, nor has any event or condition
occurred that with the passage of time and/or the giving of notice would constitute a default under the TIC Agreement, and (iv)
each of the Borrowers owns the undivided percentage ownership interest in the Property set forth opposite its name as follows:


 


	 	 	Percentage	 
	Borrower	 	Ownership Interest	 
	23Hundred, LLC	 	 	42.2287	%
	SH 23Hundred TIC, LLC	 	 	34.8383	%
	BGF 23Hundred, LLC	 	 	22.9330	%



 




    	3



    	 



    




 


5.          Section
11.1 is amended to add the following:


 


(ee)         Any
of the Borrowers fails to comply with the terms and conditions of (i) Section 8.16 hereof; (ii) the TIC Agreement, or (iii) the
Lender requirements contained in their respective Operating Agreements.


 


6.          Section
12.5 is amended to add the following:


 


	To:	
        SH 23 Hundred TIC, LLC

	 	c/o Stonehenge Real Estate Group, LLC
	 	3200 West End Avenue, Suite 500
	 	Nashville, TN 37203 
	 	Attention: Todd Jackovich
	 	 
	with a copy to:	Nelson Mullins Riley & Scarborough LLP
	 	Atlantic Station
	 	201 17th Street NW, Suite 1700
	 	Atlanta, GA 30363
	 	Attention: Eric R. Wilensky, Esq
	 	 
	To:	BGF 23 Hundred, LLC
	 	c/o Bluerock Residential Growth REIT, Inc.
	 	712 Fifth Avenue
	 	Ninth Floor
	 	New York, New York  10019
	 	Attention: Michael Konig
	 	 
	with a copy to:	Kaplan Voekler Cunningham & Frank, PLC
	 	1401 E. Cary St. Richmond, VA 23219
	 	Attention: Richard P. Cunningham, Esq.


 


7.          This
Amendment may be executed in multiple counterparts, each of which shall be deemed to be the original, and all of which together
shall be considered one and the same document.


 


REMAINDER OF PAGE INTENTIONALLY LEFT BLANK



 


COUNTERPART SIGNATURE PAGES FOLLOW


 




    	4



    	 



    




 


COUNTERPART SIGNATURE PAGE TO


FOURTH AMENDMENT TO CONSTRUCTION LOAN AGREEMENT


 


EXECUTED by the undersigned to be effective as of December 9,
2014.


 


	 	LENDER:
	 	 
	 	FIFTH THIRD BANK, an Ohio banking
	 	corporation
	 	 	 
	 	By:	/s/ Grady Thurman
	 	 	Grady Thurman, Vice President


 


	BORROWERS:
	 
	23HUNDRED, LLC, a Delaware limited liability company
	 
	By:	BR Stonehenge 23Hundred JV, LLC, a Delaware limited liability 
	 	company, its Sole Member


 


	 	By:	BR Berry Hill Managing Member, LLC, a Delaware 
	 	 	limited liability company, its Member and Manager


 


	 	By:	BEMT Berry Hill, LLC, a Delaware limited liability 
	 	 	company, its Member and Manager


 


	 	By:	Bluerock Residential Holdings, LP, a 
	 	 	Delaware limited partnership, as its Member


 


	 	By:	Bluerock Residential Growth REIT, 
	 	 	Inc., a Maryland corporation, its 
	 	 	General Partner


 


	 	By:	/s/ Michael L. Konig	 
	 	 	Senior Vice President and 
	 	 	Chief Operating Officer


 




    	5



    	 



    

  


COUNTERPART SIGNATURE PAGE TO


FOURTH AMENDMENT TO CONSTRUCTION LOAN AGREEMENT


 


	SH 23HUNDRED TIC, LLC, a Tennessee limited liability company
	 
	By:	Stonehenge 23Hundred JV Member, LLC, a Tennessee
	 	limited liability company


 


	 	By:	Stonehenge 23Hundred Manager, LLC, a Tennessee
	 	 	limited liability company, its Manager


 


	 	By:	Stonehenge Real Estate Group, LLC, a 
	 	 	Georgia limited liability company, its
	 	 	Manager


 


	 	By:	/s/ Todd Jackovich	 
	 	 	Todd Jackovich, its Manager


 


	BGF 23HUNDRED, LLC, a Delaware limited liability company



 


	 	By:	Bluerock Growth Fund, LLC, a Delaware limited
	 	 	liability company, its Sole Member


 


	 	By:	BR Fund Manager, LLC, a Delaware limited
	 	 	liability company, its Member and Manager


 


	 	By:	/s/ Jordan Ruddy	 
	 	 	Jordan Ruddy, Authorized Signatory


  




    	6