Exhibit 10.1


 


WHEN RECORDED RETURN TO:


 


THOMPSON & KNIGHT LLP

ONE ARTS PLAZA


1722 ROUTH STREET, SUITE 1500


DALLAS, TEXAS 75201-4533

ATTENTION: ADAM B. HILL


 


MODIFICATION AGREEMENT


 


This MODIFICATION AGREEMENT
(this “Agreement”) dated effective as of June 7, 2016, by and among (i) BR T&C BLVD., LLC, a Delaware
limited liability company (“Borrower”), (ii) CFP RESIDENTIAL, L.P., a Texas limited partnership, MAPLE
RESIDENTIAL, L.P., a Delaware limited partnership, CFH MAPLE RESIDENTIAL INVESTOR, L.P., a Texas limited partnership,
VF RESIDENTIAL, LTD., a Texas limited partnership, and VF MULTIFAMILY HOLDINGS, LTD., a Texas limited partnership
(each individually “Guarantor” and collectively, “Guarantors”) (Borrower and Guarantors herein
sometimes called “Borrower Parties” or “Borrower Party”, as the context may require), (iii)
COMPASS BANK, an Alabama banking corporation (“Compass”), as agent for the Lenders (as such term is defined
in the hereinafter described Loan Agreement) under the Loan Agreement (in such capacity, “Administrative Agent”),
and as a Lender and (iv) GREEN BANK, N.A., a national banking association (“Green”), as a Lender;


 


WITNESSETH:


 


WHEREAS, the following
documents have previously been executed and delivered by Borrower Parties to Administrative Agent and/or Lenders relating to a
loan (the “Original Loan”) from Lenders to Borrower in the original principal amount of $57,000,000.00, each
dated July 1, 2014:


 


A.           Construction
Loan Agreement (the “Loan Agreement”);


 


B.           Promissory
Note (the “Compass Note”) in the stated principal sum of $37,000,000.00 payable to the order of Compass;


 


C.           Promissory
Note (the “Patriot Note”; and together with the Compass Note, collectively referred to as the “Notes”)
in the stated principal sum of $20,000,000.00 payable to the order of Patriot Bank, a Texas banking association (“Patriot”);


 


D.           Deed
of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing (the “Security Instrument”)
covering certain real property and personal property described therein (collectively, the “Property”), recorded
as Document Number 20140287792 in the Real Property Records of Harris County, Texas;


 


E.           Environmental
Indemnity Agreement made by Borrower for the benefit of Administrative Agent and each Lender;


 




     


     


    

 


F.           Guaranty
made by Guarantors for the benefit of Administrative Agent and each Lender (the “Guaranty”); and


 


G.           Assignment
and Subordination of Development Agreement;


 


the instruments described above and all
other instruments executed by Borrower or Guarantor and evidencing or securing the Original Loan, being herein collectively called
the “Loan Documents”;


 


WHEREAS, Borrower has
requested that Administrative Agent and the Lenders agree to certain modifications of the Loan Documents, and Administrative Agent
and the Lenders are willing to do so on the terms and conditions hereinafter set forth;


 


WHEREAS, Compass is
the owner and holder of the Compass Note, Green, as successor-in-interest to Patriot, is the owner and holder of the Patriot Note,
and Borrower is the owner of the Property;


 


NOW, THEREFORE, for
and in consideration of the mutual covenants contained herein and for other valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:


 


1.          Defined
Terms. Capitalized terms not otherwise defined herein shall have the same definitions as set forth in the Loan Agreement.
This Agreement constitutes a “Loan Document” as such term is defined in the Loan Agreement.


 


2.          Loan
Decrease. Effective as of the date hereof, the total committed amount of the Original Loan is decreased by $1,900,000 (the
“Loan Decrease”) to $55,100,000 (the “Loan”). In connection with the Loan Decrease, the amount
of the Compass Note is reduced to $35,766,666.67, and the amount of the Patriot Note is reduced to $19,333,333.33. As of the date
hereof, (i) the unpaid balance of the Compass Note is $7,273,808.04, (ii) the unpaid balance of the Patriot Note is $3,931,788.15,
(iii) interest on the Original Loan has been paid up to and including May 31, 2016, and (iv) following the Loan Decrease $43,894,403.81
remains available to be funded under the Loan in accordance with the terms of the Loan Documents.


 


3.          Extension
of Maturity Date. The term and maturity date of each of the Notes is hereby extended to January 1, 2020. The liens, security
interests, assignments and other rights evidenced by the Security Instrument and other Loan Documents are hereby renewed and extended
to secure payment of the Notes as extended hereby. The definition of “Initial Maturity Date” and all references
to the maturity of the Loan which appear in the Loan Documents shall hereafter refer to January 1, 2020. Borrower shall have the
right to extend the maturity date of each of the Notes for a period of twelve (12) months to January 1, 2021 in accordance with
the terms of the Loan Agreement (as modified by Section 1.7 of Schedule I attached this Agreement).


 


4.          Modifications
of Other Loan Documents. Effective as of the date of this Agreement, the Loan Documents are modified as set forth on Schedule
I attached hereto. When recorded, this Agreement will not contain Schedule I, but all unrecorded copies of this Agreement
will contain Schedule I. The modifications set forth on Schedule I attached hereto, including, without limitation,
the change to the definition of “Applicable Margin,” shall not be applied retroactively to the effective date of the
Loan Agreement but instead shall apply beginning on the date of this Agreement.


 




     


     


    

 


5.          Extension
Fee. As consideration for the extension of the term and maturity date of the Loan, contemporaneously with the execution
and delivery of this Agreement and as a condition to its effectiveness, Borrower hereby agrees to pay to Administrative Agent,
in immediately available funds, a loan extension fee in the amount of $275,500.


 


6.          General
Release by Borrower Parties. In consideration of, among other things, Administrative Agent’s execution and delivery
of this Agreement, each Borrower Party hereby forever agrees and covenants not to sue or prosecute against any Released Party (as
hereinafter defined) and hereby forever waives, releases and discharges, to the fullest extent permitted by law, each Released
Party from any and all claims (including, without limitation, cross claims, counterclaims, rights of set-off and recoupment), actions,
causes of action, suits, debts, liabilities, obligations, damages and consequential damages, demands, judgments, costs, expenses
or claims whatsoever (collectively, the “Claims”), that such Borrower Party now has or hereafter may have, of
whatsoever nature and kind, whether known or unknown, whether now existing or hereafter arising, whether arising at law or in equity,
against any or all of Administrative Agent or Lenders (the “Lender Parties”) in any capacity and their respective
affiliates, subsidiaries, shareholders and “controlling persons” (within the meaning of the federal securities laws),
and their respective successors and assigns and each and all of the officers, directors, employees, agents, attorneys and other
representatives of each of the foregoing (individually a “Released Party” and collectively, the “Released
Parties”), based in whole or in part on facts, whether or not now known, existing on or before the date hereof, that
relate to, arise out of or otherwise are in connection with: (a) any or all of the Loan Documents or transactions contemplated
thereby or any actions or omissions in connection therewith, or (b) any aspect of the dealings or relationships between or among
Borrower and the other Borrower Parties, on the one hand, and any or all of the Lender Parties, on the other hand, relating to
any or all of the Loan Documents or transactions, actions or omissions referenced in clause (a) hereof. In entering into this Agreement,
each Borrower Party consulted with, and has been represented by, legal counsel and expressly disclaims any reliance on any representations,
acts or omissions by any of the Released Parties in making the releases set forth above and hereby agrees and acknowledges that
the validity and effectiveness of the releases set forth above do not depend in any way on any such representations, acts and/or
omissions or the accuracy, completeness or validity hereof. THE FOREGOING RELEASE INCLUDES ACTIONS AND CAUSES OF ACTION, JUDGMENTS,
EXECUTIONS, SUITS, DEBTS, CLAIMS, DEMANDS, LIABILITIES, OBLIGATIONS, DAMAGES AND EXPENSES ARISING AS A RESULT OF THE NEGLIGENCE
(BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR FRAUD) OF ONE OR MORE OF THE RELEASED PARTIES. Nothing contained in this
Section 7 shall constitute a waiver by Borrower Parties of their rights to enforce the terms of this Agreement and the Loan Documents
against Administrative Agent and Lenders. The provisions of this Section 6 shall survive the termination of this Agreement, the
other Loan Documents and payment in full of the Obligations.


 




     


     


    

 


7.          Representations
and Warranties of Borrower. To induce Administrative Agent and the Lenders to execute and deliver this Agreement, Borrower
represents and warrants that (a) Borrower is the lawful owner of good and indefeasible title to the Property; (b)  the
Loan Documents to which Borrower is a party and this Agreement constitute the legal, valid and binding obligations of Borrower
enforceable against Borrower in accordance with their terms, subject to bankruptcy, insolvency, reorganization, fraudulent conveyance,
moratorium and other laws applicable to creditors’ rights or the collection of debtors’ obligations generally; (c)
the execution and delivery of this Agreement by Borrower do not contravene, result in a breach of or constitute a default under
any deed of trust, deed to secure debt, mortgage, loan agreement, indenture or other contract, agreement or undertaking to which
Borrower is a party or by which Borrower or any of its properties may be bound (nor would such execution and delivery constitute
such a default with the passage of time or the giving of notice or both) and do not violate or contravene any law, order, decree,
rule or regulation to which Borrower is subject; (d) to the best of Borrower’s knowledge there exists no uncured default
under the Loan Documents; (e) Borrower has no offsets, claims or defenses under or otherwise with respect to the Loan Documents;
and (f) there have been no changes in direct or indirect ownership interests in Borrower, and no amendments or modifications to
the operating agreements, partnership agreements, certificates of formation, articles of organization or other governing agreement,
as applicable, of Borrower, Borrower’s members, or the partners or members of Borrower’s members since the date of
the closing of the Original Loan, in each case that would require the consent of or notice to Administrative Agent under the Loan
Documents, and Borrower is currently duly organized and legally existing under the laws of its state of organization and is qualified
to do business in the state where the Property is located. Borrower agrees to indemnify and hold Lender Parties harmless against
any loss, claim, damage, liability or expense (including without limitation reasonable attorneys' fees actually incurred) incurred
as a result of any representation or warranty made by Borrower herein proving to be untrue in any material respect.


 


8.          Representations
of the Guarantors. To induce Administrative Agent and the Lenders to execute and deliver this Agreement, each Guarantor
represents and warrants that (a)  the Loan Documents to which such Guarantor is a party and this Agreement constitute the
legal, valid and binding obligations of such Guarantor enforceable in accordance with their terms, subject to bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium and other laws applicable to creditors’ rights or the collection of debtors’
obligations generally; (b) the execution and delivery of this Agreement by such Guarantor do not contravene, result in a breach
of or constitute a default under any deed of trust, deed to secure debt, mortgage, loan agreement, indenture or other contract,
agreement or undertaking to which such Guarantor is a party or by which such Guarantor or any of its properties may be bound (nor
would such execution and delivery constitute such a default with the passage of time or the giving of notice or both) and do not
violate or contravene any law, order, decree, rule or regulation to which such Guarantor is subject, in any such case, to the extent
such contravention, breach, default or violation would result in a material adverse effect on such Guarantor’s ability to
perform its obligations under this Agreement or the Loan Documents as modified hereby; (c) to the best of such Guarantor’s
knowledge there exists no uncured default by such Guarantor under the Loan Documents; (d) such Guarantor has no offsets, claims
or defenses under or otherwise with respect to the Loan Documents; and (e) there have been no changes to the direct or indirect
ownership interests in such Guarantor, and no amendments or modifications to the partnership agreement, operating agreement, bylaws,
certificates of formation, articles of organization, articles of incorporation or other governing agreement, as applicable, of
such Guarantor or its general partner since the date of the closing of the Original Loan, in each case that would require the consent
of or notice to Administrative Agent under the Loan Documents, and such Guarantor is currently duly organized and legally existing
under the laws of its state of organization. Guarantors agree, on a joint and several basis, to indemnify and hold Lender Parties
harmless against any loss, claim, damage, liability or expense (including without limitation reasonable attorneys' fees actually
incurred) incurred as a result of any representation or warranty made by any Guarantor herein proving to be untrue in any material
respect.


 




     


     


    

 


9.          No
Recourse Against Partners; Guarantors Liability.


 


(a)          The
obligations of a Guarantor under this Agreement are collectible only from the assets of such Guarantor, and in no event will any
partner of a Guarantor have any liability for the obligations of a Guarantor hereunder solely as a result of such partners partnership
interest in Guarantor. Notwithstanding the foregoing, the limitations of this Section 9(a) shall not be deemed to (i) limit any
liability of any Guarantor under this Agreement or under the Guaranty or any other guaranty or indemnity agreement now or hereafter
executed in favor of Administrative Agent and Lenders in connection with the Loan or (ii) limit the liability of Borrower or any
Guarantor in any way.


 


(b)          All
liability of any Guarantor under this Agreement shall be joint and several with all other Guarantors.


 


10.         Additional
Documentation. Borrower Parties, upon request from Administrative Agent, agree to execute such other and further documents
as may be reasonably necessary or appropriate to consummate the transactions contemplated herein or to perfect the liens and security
interests intended to secure the payment of the Loan, provided that such other and further documents do not materially increase
the obligations, or dimish the rights, of any of the Borrower Parties.


 


11.         Default.
If (i) any representation by any Borrower Party contained herein is false or misleading in any material respect when made or (ii)
any Borrower Party shall fail to keep or perform any of the covenants, warranties or agreements contained herein and such failure
continues for thirty (30) days after receipt by Borrower and Guarantors of written notice and demand for the performance of such
covenant, agreement, warranty or condition (the “Grace Period”); provided, however, that Administrative Agent
shall extend the Grace Period up to an additional thirty (30) days (for a total of sixty (60) days from the date of default) if
(i) the applicable Borrower Party immediately commences and diligently pursues the cure of such default and delivers (within the
Grace Period) to Administrative Agent a written request for more time and (ii) Administrative Agent determines in good faith that
(1) such default cannot be cured within the Grace Period but can be cured within sixty (60) days after the default, (2) no Lien
or security interest created by the Loan Documents will be impaired prior to completion of such cure, and (3) Administrative Agent’s
immediate exercise of any remedies provided under the Loan Documents or by law is not necessary for the protection or preservation
of the Property or Administrative Agent’s security interest, then, it shall be deemed an Event of Default under the Loan
Agreement and Administrative Agent and the Lenders shall be entitled to exercise any and all of the rights and remedies granted
pursuant to the Loan Documents or to which they may otherwise be entitled, whether at law or in equity.


 


12.         Recordation;
Loan Title Policy. Contemporaneously herewith, Administrative Agent will deliver this Agreement for recording in the appropriate
records of the county where the Property is located at Borrower’s expense, and Borrower shall, at its sole cost and expense,
obtain and deliver to Administrative Agent an endorsement to the Loan Title Policy in form and substance reasonably acceptable
to Administrative Agent.


 




     


     


    

 


13.         Ratification
of Loan Documents. Except as same are modified by this Agreement, the terms and provisions of the Loan Documents
shall remain unchanged and shall remain in full force and effect. The Loan Documents, as modified and amended hereby, are hereby
ratified and confirmed in all respects. All liens, security interests, mortgages and assignments granted or created by or existing
under the Loan Documents continue, unabated, in full force and effect, to secure Borrower’s obligation to repay the Notes.
All references in any of the Loan Documents to a Loan Document shall hereafter refer to such Loan Document as amended hereby.


 


14.         Integration.
This Agreement supersedes and merges all prior and contemporaneous promises, representations and agreements with respect to the
matters set forth herein. No term of this Agreement may be modified or amended, nor may any rights hereunder be waived, except
in a writing signed by the party against whom enforcement of the modification, amendment, or waiver is sought. Administrative Agent,
the Lenders and Borrower Parties further agree that this Agreement may not in any way be explained or supplemented by a prior,
existing or future course of dealings between the parties or by any prior, existing, or future performance between the parties
pursuant to this Agreement or otherwise.


 


15.         Costs
and Expenses. Contemporaneously with the execution and delivery of this Agreement, Borrower shall pay, or cause
to be paid, all costs and expenses incident to the preparation hereof and the consummation of the transactions specified herein,
including, without limitation, Loan Title Policy endorsement charges, recording fees and fees and expenses of legal counsel to
Administrative Agent and/or the Lenders.


 


16.         Severability.
If any covenant, condition, or provision herein contained is held to be invalid by final judgment of any court of competent
jurisdiction, the invalidity of such covenant, condition, or provision shall not in any way affect any other covenant, condition
or provision herein contained.


 


17.         Time
of the Essence. It is expressly agreed by the parties hereto that time is of the essence with respect to this Agreement.


 


18.         Counterparts.
This Agreement may be executed in any number of counterparts with the same effect as if all parties hereto had signed the same
document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it
shall only be necessary to produce one such counterpart.


 


19.         Successors
and Assigns. The terms and provisions hereof shall be binding upon and inure to the benefit of the parties hereto and to
their respective successors and assigns permitted under the Loan Documents.


 


20.         Recitals.
The above recitals are incorporated herein and agreed as accurate.


 


21.         APPLICABLE
LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED
AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS (WITHOUT GIVING EFFECT TO TEXAS’ PRINCIPLES OF CONFLICTS
OF LAW) AND THE LAW OF THE UNITED STATES APPLICABLE TO TRANSACTIONS IN THE STATE OF TEXAS.


 




     


     


    

 


22.         Notice
of Final Agreement. Borrower Parties, Administrative Agent and the Lenders hereby take notice of and agree to the following:


 


(a)          PURSUANT
TO SUBSECTION 26.02(b) OF THE TEXAS BUSINESS AND COMMERCE CODE, A LOAN AGREEMENT IN WHICH THE AMOUNT INVOLVED THEREIN EXCEEDS $50,000
IN VALUE IS NOT ENFORCEABLE UNLESS THE AGREEMENT IS IN WRITING AND SIGNED BY THE PARTY TO BE BOUND OR BY THAT PARTY'S AUTHORIZED
REPRESENTATIVE.


 


(b)          PURSUANT
TO SUBSECTION 26.02(c) OF THE TEXAS BUSINESS AND COMMERCE CODE, THE RIGHTS AND OBLIGATIONS OF THE PARTIES TO THE LOAN DOCUMENTS
SHALL BE DETERMINED SOLELY FROM THE LOAN DOCUMENTS, AND ANY PRIOR ORAL AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY AND MERGED
INTO THE LOAN DOCUMENTS.


 


(c)          THE
LOAN DOCUMENTS AND THIS AGREEMENT REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES THERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE
OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES THERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN
THE PARTIES.


 


IN WITNESS WHEREOF,
Borrower Parties, Administrative Agent and the Lenders have executed this Agreement on the respective dates of acknowledgement
to be effective as of the date first above written.


 


REMAINDER OF PAGE INTENTIONALLY BLANK


SIGNATURE PAGES FOLLOW


 




     


     


    

 


SIGNATURE PAGE OF BORROWER TO

MODIFICATION AGREEMENT


 


		BR	T&C Blvd.,
LLC, a Delaware limited liability company



 


		By:	HCH 106 Town and Country, L.P., a Delaware limited partnership,
a manager



 


		By:	Maple Multi-Family Development, L.L.C., a Texas limited liability company, its general partner



 


	 	By:	/s/ Sean D. Rae
	 	Name:	Sean D. Rae
	 	Title:	Vice President


 


	THE STATE OF TEXAS	)
	 	)
	COUNTY OF DALLAS	)


 


This instrument
was acknowledged before me on     May
26                          ,
2016, by Sean D. Rae       , in his/her capacity as  Vice President       on
behalf of Maple Multi-Family Development, L.L.C., a Texas limited liability company, in its capacity as general partner on
behalf of HCH 106 Town and Country, L.P., a Delaware limited partnership, in its capacity as a manager on behalf of BR
T&C Blvd., LLC, a Delaware limited liability company.


 


	LEE ANN SHAMBLIN	 	/s/ Lee Ann Shamblin
	Notary ID # 5724248	 	Notary Public, State of Texas
	My Commission Expires	 	 
	February 20, 2018	 	Lee Ann Shamblin
		 	(printed name)


 


My commission expires:


 


02-20-2018    .


 




     


     


    

 


SIGNATURE PAGE OF GUARANTOR TO


MODIFICATION AGREEMENT


 


MAPLE RESIDENTIAL, L.P., a Delaware limited partnership


 


		By:	Maple Residential GP, L.L.C., a Delaware limited liability company, its general partner



 


	 	By:	/s/ Sean D. Rae
	 	 	Name:	Sean D. Rae
	 	 	Title:	Vice President


 


	STATE OF TEXAS	§
	 	§
	COUNTY OF DALLAS	§


 


This instrument was
acknowledged before me on the  26th     day of  May , 2016, by Sean D. Rae     ,
as    Vice President          of Maple Residential GP, L.L.C., a Delaware limited liability company, on behalf of said limited
liability company, in its capacity as the general partner of Maple Residential, L.P., a Delaware limited partnership, on behalf
of said limited partnership.


 


	LEE ANN SHAMBLIN	 	/s/ Lee Ann Shamblin
	Notary ID # 5724248	 	Notary Public, State of Texas
	My Commission Expires	 	 
	February 20, 2018	 	Lee Ann Shamblin
	 	 	(printed name)


 


My commission expires:


 


02-20-2018  .


 




     


     


    

 


SIGNATURE PAGE OF GUARANTOR TO


MODIFICATION AGREEMENT


 


CFP RESIDENTIAL, L.P., a Texas limited partnership


 


		By:	Crow Family, Inc., a Texas corporation, its general partner



 


	 	By:	/s/ M. Kevin Bryant  
	 	Name:	M. Kevin Bryant
	 	Title:	Vice President


 


	STATE OF TEXAS	§
	 	§
	COUNTY OF DALLAS	§


 


This instrument
was acknowledged before me on the  27th      day of  May      ,
2016, by M. Kevin Bryant      , as Vice President of Crow Family Inc., a Texas
corporation, on behalf of said corporation in its capacity as the general partner of CFP Residential, L.P., a Texas limited
partnership, on behalf of said limited partnership.


 


	LEE ANN SHAMBLIN	 	/s/ Lee Ann Shamblin
	Notary ID # 5724248	 	Notary Public, State of Texas
	My Commission Expires	 	 
	February 20, 2018	 	Lee Ann Shamblin
	 	 	(printed name)


 


My commission expires:


 


02-20-2018   .


 




     


     


    

 


SIGNATURE PAGE OF GUARANTOR TO


MODIFICATION AGREEMENT


 


CFH MAPLE RESIDENTIAL INVESTOR, L.P., a Texas
limited partnership


 


		By:	CH Residential GP, L.L.C., a Texas limited liability company, its general partner



 


	 	By: 	/s/ M. Kevin Bryant  
	 	 	Name: 	M. Kevin Bryant
	 	 	Title:	Vice President


 


	STATE OF TEXAS	§
	 	§
	COUNTY OF DALLAS	§


 


This instrument was
acknowledged before me on the  27th     day of  May      , 2016, by M. Kevin Bryant    , as Vice
President of CH Residential GP, L.L.C., a Texas limited liability company, on behalf of said limited liability company, in its
capacity as the general partner of CFH Maple Residential Investor, L.P., a Texas limited partnership, on behalf of said limited
partnership.


 


	LEE ANN SHAMBLIN	 	/s/ Lee Ann Shamblin
	Notary ID # 5724248	 	Notary Public, State of Texas
	My Commission Expires	 	 
	February 20, 2018	 	Lee Ann Shamblin
	 	 	(printed name)


My commission expires:


 


02-20-2018    .


 




     


     


    

 


SIGNATURE PAGE OF GUARANTOR TO


MODIFICATION AGREEMENT


 


VF RESIDENTIAL, LTD., a Texas limited partnership


 


		By:	VFTCR GP, LLC, a Texas limited liability company, its general partner



 


	 	By:	/s/ Clifford A. Breining
	 	 	Clifford A. Breining, Vice President


 


	STATE OF California           	§
	 	§
	COUNTY OF Riverside        	§


 


This instrument was acknowledged
before me on the  26th     day of  May   , 2016, by Clifford A.
Breining, as Vice President of VFTCR GP, LLC, a Texas limited liability company, on behalf of said limited liability company,
in its capacity as the general partner of VF Residential, Ltd., a Texas limited partnership, on behalf of said limited
partnership.


 


	A. PALLESCHI	 	/s/ Ariel Palleschi
	COMM. # 2024228	 	Notary Public, State of California              
	NOTARY PUBLIC • CALIFORNIA	 	Ariel Palleschi
	RIVERSIDE COUNTY	 	Printed/Typed Name of Notary
	Commission Expires MAY 11, 2017	 	 


 


My Commission Expires:


 


	May 11th
2017	.


 




     


     


    

 


SIGNATURE PAGE OF GUARANTOR TO


MODIFICATION AGREEMENT


 


		VF	MULTIFAMILY HOLDINGS, LTD., a Texas limited partnership



 


		By:	VFTCR GP, LLC, a Texas limited liability company, its general partner



 


	 	By:	/s/ Clifford A. Breining
	 	 	Clifford A. Breining, Vice President


 


	STATE OF California           	§
	 	§
	COUNTY OF Riverside        	§


 


This instrument was acknowledged
before me on the  26th      day of  May     , 2016, by
Clifford A. Breining, as Vice President of VFTCR GP, LLC, a Texas limited liability company, on behalf of said limited
liability company, in its capacity as the general partner of VF Multifamily Holdings, Ltd., a Texas limited partnership, on
behalf of said limited partnership.


 


	A. PALLESCHI	 	/s/ Ariel Palleschi
	COMM. # 2024228	 	Notary Public, State of California                
	NOTARY PUBLIC • CALIFORNIA	 	Ariel Palleschi
	RIVERSIDE COUNTY	 	Printed/Typed Name of Notary
	Commission Expires MAY 11, 2017	 	 


 


My Commission Expires:


 


	May 11th
2017	.




 




     


     


    

 


SIGNATURE PAGE OF ADMINISTRATIVE AGENT
AND LENDER TO

MODIFICATION AGREEMENT


 


		COMPASS	BANK, an Alabama banking corporation



 


	 	By:	/s/ Curtis R. Burchard
	 	 	Name:	Curtis R. Burchard
	 	 	Title:	EVP


 


	STATE OF TEXAS	§
	 	§
	COUNTY OF HARRIS	§


 


This instrument was
acknowledged before me on     May 31    , 2016, by Curtis R. Burchard,    EVP                      of Compass Bank, an Alabama
banking corporation, on behalf of said corporation.


 


	 	/s/ Dolores Serrano
	 	Notary Public, State of Texas
	My Commission expires:	Dolores Serrano
	 	[Printed name]
	    May 23, 2018   	 


 


	DOLORES SERRANO	 
	Notary Public	 
	STATE OF TEXAS	 
	My Comm. Exp. May 23, 2018	 


 




     


     


    

 


SIGNATURE PAGE OF LENDER TO

MODIFICATION AGREEMENT


 


GREEN BANK, N.A., a national banking association




 


	 	By:	/s/ Rhonda L. Sands
	 		Name:	Rhonda L. Sands
	 		Title:	Senior Vice President


 


	STATE OF Texas            	§
	 	§
	COUNTY OF Harris         	§




 


This instrument was acknowledged before
me on      June 6th     , 2016, by Rhonda L. Sands,      Senior Vice President       of Green Bank,
N.A., a national banking association, on behalf of said national banking association.


 


	 	 	/s/ Glenda Chavez
	 	 	Notary Public, State of Texas
	My Commission expires:	 	Glenda Chavez
	 	 	[Printed name]
	  5-8-2019	 	 


 


	 	GLENDA CHAVEZ
	 	Notary Public, State of Texas
	 	Comm. Expires 05-08-2019
	 	Notary ID # 587224-6


 




     


     


    

  


SCHEDULE I


 


INTENTIONALLY OMITTED
FOR RECORDING PURPOSES 





 




    MODIFICATION AGREEMENT – Schedule I, Page 1


     


    

  


SCHEDULE I


 


MODIFICATION OF LOAN DOCUMENTS


 


1.        Modification
of Loan Agreement. The Loan Agreement is hereby modified as follows:


 


1.1.          Substitution
of Project Budget. The Project Budget attached to the Loan Agreement as Exhibit B thereto is hereby deleted in its entirety
and the Project Budget attached hereto as Exhibit B-1 is substituted therefor. To the extent of any discrepancy in figures
contained in the Project Budget attached to the Loan Documents prior to amendment by this Agreement and the figures contained in
the Project Budget attached hereto, the Project Budget attached hereto shall govern and control.


 


1.2.          Pro
Rata Shares. Schedule 1.1 of the Loan Agreement is hereby deleted in its entirety and Schedule 1.1-1 attached hereto
is substituted therefor.


 


1.3.          Modification
of Defined Terms. The definitions of the following defined terms are hereby amended and restated in their entirety to read
as follows:


 


a.           
“Aggregate Commitment” means, as of any date of determination, the aggregate of the Commitments of all the Lenders,
as such amount may have been reduced pursuant to Section 2.7 hereof, less the sum of all principal payments made by Borrower,
if any. As of the date of the First Modification, the Aggregate Commitment is Fifty-Five
Million One Hundred Thousand and No/100 Dollars ($55,100,000.00).


 


b.           “Applicable
Margin” means (i) with respect to the Base Rate, one-half of one percent (.5%) and (ii) with respect to the LIBOR Based
Rate, three percent (3.00%).


 


c.           “Borrower’s
Equity” means, collectively, the Initial Borrower’s Equity and the Additional Borrower’s Equity.


 


d.           “Completion
Date” means December 31, 2017 (it being agreed that Borrower will have no right to extend the Completion Date for any
reason, including, without limitation, extension for Force Majeure Events).


 


e.           
“Determination Date” means, for the purposes of determining whether Borrower satisfies the conditions to the
Extension Period, the last day of the most recent calendar month ending at least thirty (30) days prior to the commencement of
the Extension Period.


 


f.            “Extension
Period” means a period of twelve (12) months, commencing on the first day after the Initial Maturity Date and ending
on the Extended Maturity Date.


 




    MODIFICATION AGREEMENT – Schedule I, Page 2


     


    

  


g.           “Loan
Amount” means Fifty-Five Million One Hundred Thousand and No/100 Dollars
($55,100,000.00).


 


h.           “Maturity
Date” means the Initial Maturity Date, as may be extended to the Extended Maturity Date pursuant to the Extension
Period, on the terms and conditions set forth in Section 2.7 hereof, subject, however, to the right of acceleration
as herein provided and as provided elsewhere in the Loan Documents.


 


1.4.       Additional
Defined Terms. The following defined terms are hereby added to Section 1.1 of the Loan Agreement:


 


a.           “Actual
Debt Service” means the amount of principal and/or interest payments due pursuant to the Loan Documents during the applicable
test period.


 


b.           “Additional
Borrower’s Equity” means funds in the amount of $2,200,500 obtained by Borrower from either (i) equity contributions
or (ii) other sources approved by Administrative Agent, and in both cases which are to be applied to the payment of Project Costs.


 


c.           “Distribution
Criteria” means each of the following: (i) the final certificates of occupancy have been issued by the appropriate Governmental
Authority for all of the Improvements, (ii) no further Advances can be requested by Borrower for the payment of interest on the
Loans, (iii) the Loan Documents require Borrower to make principal payments on the Loans within the initial term of the Loans or
during an extension period, and (iv) Borrower shall have contributed to the Property cash equity of at least $14,811,480 prior
to the date any Advance was made (recognizing that the inclusion of this dollar figure is not intended to modify in any respect
the requirement that Borrower contribute the Borrower’s Equity, in full, to the Property prior to the date the Lenders make
any Advance).


 


d.           “Distribution
Debt Service Coverage Ratio” means a ratio, as reasonably determined by Administrative Agent, the numerator of which
is the Distribution Net Operating Income for the most-recently completed calendar quarter annualized, and the denominator of which
is Distribution Debt Service, calculated as of the date of determination.


 


e.           “Distribution
Debt Service” means the greater of (i) the Debt Service on the date of determination, multiplied by four (4) or (ii)
the Actual Debt Service for the most-recent calendar month, multiplied by twelve (12).


 




    MODIFICATION AGREEMENT – Schedule I, Page 3


     


    

  


f.            “Distribution
Net Operating Income” means the annualized gross income received by Borrower from the operation of the Property for the
period in question, less expenses incurred and/or paid by Borrower in connection with the operation and maintenance of the Property
that are allocable to such period, computed on an accrual basis without regard to depreciation, amortization, value adjustments
such as “mark to market” reduction in value of assets or debt service on the Loans, but otherwise in accordance with
generally accepted accounting principles consistently applied. Included within the expenses shall be (1) a management fee equal
to the greater of (a) the actual management fee or (b) three percent (3.0%), (2) annual capital expenditures equal to the greater
of (a) actual capital expenditures or (b) $200 per unit per annum, and (c) prorated ad valorem taxes and insurance premiums. Only
actual income received shall be included in such calculations and no credit will be given for free rent periods. Documentation
of Distribution Net Operating Income shall be certified by Borrower with detail reasonably satisfactory to Administrative Agent
and shall be subject to the reasonable approval of Administrative Agent.


 


g.           “Excess
Cash Flow” means, for any period, the Distribution Net Operating Income for such period, less Actual Debt Service for
such period .


 


h.           “Extended
Maturity Date” means January 1, 2021.


 


i.            “First
Modification” means that certain Modification Agreement dated as of June 7, 2016, by and among, Borrower, Guarantors,
Administrative Agent and the Lenders.


 


j.            “Initial
Borrower’s Equity” means funds in the amount of $24,800,000 obtained by Borrower from either (i) equity contributions
or (ii) other sources approved by Administrative Agent, and in both cases which are to be applied to the payment of Project Costs.
Administrative Agent acknowledges the Initial Borrower Equity has been fully funded by Borrower.


 


1.5.      Deletion
of Defined Terms. The following defined terms are hereby deleted in their entirety:


 


a.           First
Extended Maturity Date


 


b.           First
Extension Period 


 


c.           Second
Extended Maturity Date


 


d.           Second
Extension Period 


 


1.6.      Payments.
Sections 2.5(a)(ii) and (iii) are amended and restated in their entirety to read as follows:


 


(ii)         In
the event the Extension Period is exercised and the Maturity Date is extended to the Extended Maturity Date pursuant to the terms
hereof, then commencing on the first Payment Date thereafter and continuing on each Payment Date thereunder until the earlier of
the date the Indebtedness is repaid in full or the Extended Maturity Date, Borrower shall pay the Monthly Principal Installment
Amount, which Monthly Principal Installment Amount is in addition to accrued interest due on each such date.


 




    MODIFICATION AGREEMENT – Schedule I, Page 4


     


    

  


(iii)        The
outstanding Principal Amount and any and all accrued but unpaid interest thereon shall be due and payable in full on the Initial
Maturity Date, as may be extended by the Extension Period in accordance with the terms of this Agreement, or upon the earlier maturity
of the Loans, whether by acceleration or otherwise.


 


1.7.      Further
Extension of Maturity Date. Section 2.7 is amended and restated in its entirety to read as follows:


 


2.7           Extension
Periods. Borrower shall have the right and option to extend the Maturity Date to a date ending upon the expiration of the Extension
Period; provided, however, any such extension shall be granted and be effective only if all of the following conditions have been
satisfied:


 


(a)          Borrower
shall have notified Administrative Agent in writing of its exercise of such extension at least forty-five (45) days but not more
than ninety (90) days prior to the Maturity Date;


 


(b)          on
the date of such written notice and on the date of commencement of the Extension Period, there shall exist no Event of Default
and Administrative Agent shall not have sent written notice of the occurrence of an event which, with the passage of time or the
giving of notice or both, would constitute an Event of Default, and which has not been cured;


 


(c)          the
written notice given pursuant to clause (a) above shall be accompanied by a fee in the amount equal to one-fourth of one percent
(0.25%) of the Principal Amount outstanding on the date of the extension of the Maturity Date;


 


(d)          the
Completion Event shall have occurred;


 


(e)          Administrative
Agent shall have received evidence reasonably satisfactory to Administrative Agent that the Property has achieved a Debt Coverage
Ratio of not less than 1.20:1.0 as of the Determination Date immediately preceding the Initial Maturity Date; provided, however,
Borrower may prepay any portion of the Principal Amount on or before the Initial Maturity Date to the extent necessary to achieve
the required Debt Coverage Ratio;


 




    MODIFICATION AGREEMENT – Schedule I, Page 5


     


    

  


(f)          Administrative
Agent shall have received a current or updated Appraisal of the Property, paid for at Borrower’s expense, and in form and
substance reasonably acceptable to Administrative Agent, confirming that the Loan-to-Value Ratio does not exceed sixty-five percent
(65%); provided, however, Borrower may prepay any portion of the Principal Amount on or before the Initial Maturity Date to the
extent necessary to achieve the required Loan-to-Value Ratio; and


 


(g)          at
or before the commencement of the Extension Period, Borrower and Guarantors shall have executed such documents as Administrative
Agent reasonably deems appropriate to evidence such extension and shall have delivered to Administrative Agent an endorsement to
the Loan Title Policy pursuant to the applicable title insurance regulations and in form and substance satisfactory to Administrative
Agent.


 


Effective as of the commencement
of the Extension Period, the Aggregate Commitment will be reduced by the amount of any unfunded proceeds of the Loans, and the
Loans will be deemed fully funded.


 


1.8.      Completion
of Construction.


 


a.           The
second sentence of Section 4.3(c) is amended to delete “, subject to extension for Force Majeure Events not to exceed sixty
(60) days in the aggregate,” such that such second sentence reads:


 


Borrower shall
commence construction of the Improvements (including demolition of any existing improvements) no later than one hundred twenty
(120) days from the date of this Agreement (subject to extension for Force Majeure Events as hereinafter provided) and Borrower
shall diligently pursue said construction to the Completion Event, and shall supply such moneys required in excess of the Loan
Amount and Borrower’s Equity and perform such duties as may be necessary to complete the construction of the Improvements
in substantial accordance with the Plans and Specifications and all Requirements, and achieve the Completion Event, all of which
shall be accomplished on or before the Completion Date.


 


b.           Section
6.5(c) is amended to delete “(subject to extension for Force Majeure Events as provided herein),” such that Section
6.5(c) reads:


 




    MODIFICATION AGREEMENT – Schedule I, Page 6


     


    

  


(c)          If
Administrative Agent, in its reasonable discretion, and after the review of and discussion with the Inspecting Architect and Borrower,
determines in good faith that the Improvements cannot feasibly be constructed in substantial accordance with the Loan Documents
on or before the Completion Date; or


 


c.           Section
7.1(ee) is amended to delete “(subject to extension for Force Majeure Events to the extent permitted in this Agreement),”
such that Section 7.1(ee) reads:


 


(ee)         Completion
Event - the Completion Event does not occur before the Completion Date; or


 


1.9.      Additional
Borrower’s Equity. Section 6.3(c) is amended and restated in its entirety to read as follows:


 


(c)          Borrower’s
Equity. Except for the Initial Advance, Borrower shall have applied the Initial Borrower’s Equity to pay certain Project
Costs included in the Project Budget approved by Administrative Agent, and Borrower shall have furnished Administrative Agent with
a schedule showing the payment of such funds for Project Costs and evidence of such payment. For all Advances after the date of
the First Modification, Borrower shall have applied the Additional Borrower’s Equity to pay certain Project Costs included
in the Project Budget approved by Administrative Agent, and Borrower shall have furnished Administrative Agent with a schedule
showing the payment of such funds for Project Costs and evidence of such payment.


 


1.10.    Limitations
on Distributions. The following is hereby added to the Loan Agreement as Section 4.1(gg):


 


(gg)         Limitation
on Distributions. Notwithstanding anything to the contrary contained in the Loan Documents, Borrower shall not make any distributions
of cash or property to its members or otherwise on account of the equity interests in Borrower, whether or not such distribution
is permitted or required under the terms of the organizational documents of Borrower, including, without limitation, the repayment
of any loans made by any member of Borrower to Borrower, the return of capital contributions, or distributions upon termination,
liquidation or dissolution of Borrower. Notwithstanding the foregoing, Borrower may make distributions of Excess Cash Flow upon
satisfaction of all of the following requirements:


 




    MODIFICATION AGREEMENT – Schedule I, Page 7


     


    

  


(a)          There
shall exist no Event of Default and Administrative Agent shall not have sent written notice of the occurrence of an event which,
with the passage of time or the giving of notice or both, would constitute an Event of Default, and which has not been cured.


 


(b)          The
Completion Event shall have occurred.


 


(c)          Borrower
shall have waived the right to request any further disbursement of unfunded proceeds of the Loans allocated for payment of Actual
Debt Service for the remainder of the term of the Loans and Lenders shall no longer be obligated to make further Advances, including,
without limitation, Advances from the Interest Reserve Amount.


 


(d)          Lender
shall have received satisfactory evidence that the Property has achieved a Distribution Debt Service Coverage Ratio (calculated
on a trailing three (3) calendar month basis) of at least 1.0:1.0 for a minimum of two (2) consecutive calendar quarters.


 


(e)          In
order to establish that the Loans are not a so-called “High Volatility Commercial Real Estate” loans, the Distribution
Criteria shall have been met.


 


(f)          The
total of all distributions made by Borrower for any calendar year shall not exceed Excess Cash Flow for such year.


 


The foregoing
provisions shall not impose any limitation on the ability of the members of Borrower, or of such members’ respective members,
partners, or other equity interest owners (direct and indirect) (including, but not limited to BR T&C
BLVD JV MEMBER, LLC and its constituent members), to make distributions
of cash or property (or make other payments) as contemplated by their respective operating agreements, partnership agreements,
bylaws or other organizational documents.


 


2.          Modification
of Guaranty. The Guaranty is hereby modified as follows:


 


2.1.          Guaranteed
Obligations. The definition of “Guaranteed Obligations” is amended and restated in its entirety to read as
follows:


 


“Guaranteed
Obligations” means (i) the Principal Obligation; (ii) all Interest; (iii) all Completion Obligations until the Completion
Event occurs, after which the Completion Obligations will not be included in the Guaranteed Obligations and Guarantor will have
no further liability under this clause (iii); (iv) all Recourse Amounts; and (v) all Enforcement Costs.


 


2.2.          Principal
Obligations. The definition of “Principal Obligations” is amended and restated in its entirety to read as follows:


 




    MODIFICATION AGREEMENT – Schedule I, Page 8


     


    

  


“Principal
Obligation” means a portion of the Principal Amount of the Loan as follows:


 


(i)          Fifty
percent (50%) of the Principal Amount, from and after the date of this Guaranty until the First Step-Down Date (defined below).


 


(ii)         Twenty-five
percent (25%) of the Principal Amount from and after the First Step-Down Date.


 


“First Step-Down Date”
means the first date on which all of the following are satisfied: (A) the Completion Event has occurred, (B) Agent receives evidence
reasonably satisfactory to Agent that the Property has achieved a Debt Coverage Ratio of 1.0:1.0 for three (3) consecutive calendar
months (using a minimum vacancy factor equal to the greater of (1) the actual vacancy rate or (2) 15%, in determining Net Operating
Income for purposes of calculating the Debt Coverage Ratio for the purposes of the First Step-Down Date only), and (C) no continuing
Event of Default then exists.


 


2.3.          Second
Step-Down Date. The defined term “Second Step-Down Date” is deleted in its entirety.


 


2.4.          Loans.
As used in the Guaranty, the term “Loan” means the “Loans” and/or any “Loan” as such term is
defined in the Loan Agreement.


 




    MODIFICATION AGREEMENT – Schedule I, Page 9


     


    

  


SCHEDULE 1.1-1


 


LENDERS


 


	
Lender 
	 	Commitment	 	 	Pro Rata Share	 
	Green Bank, N.A.	 	$	19,333,333.33	 	 	 	35.087719298	%
	Compass Bank	 	$	35,766,666.67	 	 	 	64.912280702	%
	Total	 	$	55,100,000.00	 	 	 	100	%



 




    
MODIFICATION AGREEMENT – Schedule 1.1-1, Page 1


     


    

  


EXHIBIT B-1


 


Project Budget


 


 


 




    MODIFICATION AGREEMENT – Exhibit B-1, Page 1