Exhibit 10.10


 


ASSIGNMENT AND SUBORDINATION OF MANAGEMENT
AGREEMENT


 


THIS ASSIGNMENT AND
SUBORDINATION OF MANAGEMENT AGREEMENT (this “Agreement”) is made as of this 1st day of December, 2016, by
Carroll Management Group, LLC, a Georgia limited liability company (“Manager”), and BR ROSWELL, LLC, a Delaware
limited liability company (“Owner”), to and for the benefit of METLIFE HCMJV 1 REIT, LLC, a Delaware limited
liability company (“MetLife”), with reference to the following facts and circumstances:


 


a.           MetLife
has agreed to make a loan (the “Loan”) to Owner pursuant to that certain Loan Agreement (the “Loan Agreement”)
dated on or about the date hereof between Owner and MetLife and that certain Promissory Note (the “Note”) dated on
or about the date hereof in the original principal amount of $51,000,000.00 to be secured by, among other things, that certain
Deed to Secure Debt, Security Agreement and Fixture Filing (the “Deed to Secure Debt”) dated on or about the date hereof,
made by Owner to MetLife and encumbering certain real and personal property located in Fulton County, Georgia (the “Property”)
and that certain Assignment of Leases (the “Assignment of Leases”) dated on or about the date hereof (the Loan Agreement,
the Note, the Deed to Secure Debt, the Assignment of Leases and all other documents evidencing or securing the Loan are hereinafter
collectively referred to as the “Loan Documents”).


 


b.           Owner
and Manager are parties to that certain Property Management Agreement dated December 1, 2016 (the “Management Agreement”),
a copy of which Management Agreement is attached hereto as Exhibit A.


 


c.           Pursuant
to the Management Agreement, Manager has agreed to undertake certain responsibilities for the collection of rent, the supervision
of Property personnel, the maintenance of improvements, the negotiation and enforcement of leases, the keeping of records and other
matters pertaining to the Property, all as more fully set forth in the Management Agreement.


 


d.           As
a condition to the funding of the Loan, MetLife requires that the Management Agreement be assigned to MetLife and subordinated
to the Loan Documents, and Owner and Manager have agreed to do so.


 


NOW, THEREFORE, for
and in consideration of the Loan, the foregoing premises and the following agreements, Owner and Manager agree and confirm as follows:


 


1.           Confirmation.
Manager and Owner represent and warrant to MetLife that the copy of the Management Agreement attached hereto as Exhibit A
is a true and complete copy of such agreement and that there are no additions, modifications or supplements thereto other than
as set out in Exhibit A and that there are no other agreements which would in any way modify or supplement the terms of
the Management Agreement. Manager and Owner shall not surrender, terminate, cancel, amend, modify, supplement, replace, renew or
extend the Management Agreement, or enter into any other agreement relating to the management or operation of the Property, assign
(as to Manager) or consent to an assignment of (as to Owner) Manager’s interest under the Management Agreement, in each case
without the express consent of MetLife (such consent not to be unreasonably withheld). To Manager’s knowledge, Owner is not
currently in default with respect to any of its obligations under the Management Agreement.


 




    	 	 	 



     


    

 


2.           Assignment.
Owner hereby absolutely and unconditionally transfers, sets over and assigns to MetLife all of Owner’s rights, title, interests
and benefits in and to the Management Agreement. This is an absolute assignment, not an assignment for security only; provided,
however, until the occurrence of an Event of Default (as defined in the Loan Agreement), Owner shall have a license to retain all
rights, title, interests and benefits under the Management Agreement, and provided further that said assignment shall not be construed
to impose any liability or obligation on MetLife. Upon the occurrence and during the continuance of any such Event of Default,
such license shall be deemed immediately, and shall remain, revoked. Manager and Owner acknowledge and agree that if Owner defaults
beyond any applicable notice and cure period in the performance or observance of any material term, covenant or condition of the
Management Agreement on the part of Owner to be performed or observed, then, without limiting MetLife’s other rights or remedies
under this Agreement or the other Loan Documents, the Environmental Indemnity or the Guaranty (as such terms are defined in the
Loan Agreement), if any, and without waiving or releasing Owner from any of its obligations under the Loan Documents, the Environmental
Indemnity or under the Management Agreement, MetLife shall have the right, but shall be under no obligation, to pay any sums and
to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement
on the part of Owner to be performed or observed.


 


3.           Subordination.
Notwithstanding anything to the contrary set forth in the Management Agreement, the Management Agreement and all rights and interests
created thereby and the rights, privileges and powers of Owner and Manager thereunder (including, without limitation, all rights
of Manager to any commissions or other fees payable thereunder which rights arise after the date of this Agreement) and all rights
of Manager, whether arising under the Management Agreement, by statute including without limitation any lien rights created pursuant
to Georgia law or otherwise to subject any part or all of the Property to a lien to seek enforcement of such commissions or other
fees, shall be and the same are hereby, and with full knowledge and understanding of the effect thereof, unconditionally made and
shall at all times remain subject, subordinate and inferior to the Loan Documents and the lien thereof and to any and all renewals,
modifications, consolidations, replacements and extensions thereof, and all rights, privileges and powers of MetLife and its successors
and assigns thereunder. The parties acknowledge that MetLife would not make the Loan except in reliance upon this subordination.


 


4.           Removal/Termination.
Notwithstanding anything to the contrary contained therein, (i) at any time following the occurrence of and during the continuance
of an Event of Default and/or (ii) if Manager is in default of any material provision under the Management Agreement beyond any
applicable notice and cure period or if at any time Manager has engaged in gross negligence, fraud or willful misconduct, MetLife
shall have the right upon prior written notice to remove and/or replace Manager with a new property manager for the Property with
a Person (as defined in the Loan Agreement) reasonably approved by MetLife. Further, in the event of the judicial or non-judicial
foreclosure of the Property or deed in lieu thereof, at the election of MetLife or the acquiring foreclosure purchaser, the Management
Agreement shall either (i) terminate as of the date of such foreclosure and be of no further force or effect, or (ii) shall not
be terminated and Manager shall attorn to the acquiring foreclosure purchaser pursuant to an attornment agreement reasonably acceptable
to such purchaser.


 


5.           Consent
and Agreement by Manager. Manager hereby acknowledges and consents to this Agreement and agrees that Manager will act in conformity
with the provisions of this Agreement and MetLife’s rights hereunder or otherwise related to the Management Agreement. In
the event that the responsibility for the management of the Property is transferred from Manager in accordance with the provisions
hereof, Manager shall fully cooperate in transferring its responsibility to a Person acceptable to MetLife. Further, Manager hereby
agrees (a) not to contest or impede the exercise by MetLife of any right it has under or in connection with this Agreement or any
of the other Loan Documents; and (b) that it shall give to MetLife at least thirty (30) days written notice of and opportunity
to cure any default by Owner under the Management Agreement prior to any termination of the Management Agreement or discontinuance
of its management of the Property.


 


6.           Successors
and Assigns. This Agreement shall be binding upon and shall inure to the benefit of MetLife, Manager, Owner and their respective
successors and assigns.


 




    	 	2	 



     


    

 


7.           Notices.
All notices, demands and requests given or required to be given by, pursuant to, or relating to, this Agreement shall be in writing.
All notices shall be deemed to have been properly given if mailed by United States registered or certified mail, with return receipt
requested, postage prepaid, or by United States Express Mail or other comparable overnight courier service to the parties at the
addresses set forth below (or at such other addresses as shall be given in writing by any party to the others) and shall be deemed
complete upon receipt or refusal to accept delivery as indicated in the return receipt or in the receipt of such United States
Express Mail or courier service:


 


	 	If to MetLife:	MetLife HCMJV 1 REIT, LLC
	 	 	c/o MetLife Real Estate Investors 
	 	 	One Alliance Center
	 	 	3500 Lenox Road NE, Suite 1800
	 	 	Atlanta, GA  30326
	 	 	Attention:  Officer in Charge
	 	 	Re: Roswell City Walk Apartments
	 	 	 
	 	And to:	MetLife HCMJV 1 REIT, LLC
	 	 	c/o MetLife Real Estate Investors
	 	 	One Alliance Center
	 	 	3500 Lenox Road NE, Suite 1800
	 	 	Atlanta, GA  30326
	 	 	Attention:  Regional Associate General Counsel
	 	 	Re: Roswell City Walk Apartments
	 	 	 
	 	And to:	MetLife HCMJV 1 REIT, LLC
	 	 	c/o MetLife Investment Advisors, LLC
	 	 	One MetLife Way 
	 	 	Whippany, NJ 07981-1449
	 	 	Attention:  Associate General Counsel – MIM Unit Investments Law
	 	 	Re: Roswell City Walk Apartments
	 	 	 
	 	If to Manager:	Carroll Management Group, LLC
	 	 	3340 Peachtree Road NE
	 	 	Suite 2250
	 	 	Atlanta, GA 30326
	 	 	Attention: M. Patrick Carroll
	 	 	 
	 	with a copy to:	Morris, Manning & Martin, LLP
	 	 	3343 Peachtree Road, NE
	 	 	1600 Atlanta Financial Center
	 	 	Atlanta, GA 30326
	 	 	Attention:  Corey B. May, Esq.
	 	 	 
	 	If to Owner:	BR Roswell, LLC
	 	 	c/o Bluerock Real Estate, LLC
	 	 	712 Fifth Avenue, 9th Floor
	 	 	New York, NY  10019
	 	 	Attention:  Michael Konig and Jordan Ruddy
	 	 	 
	 	with a copy to:	Kaplan Voekler Cunningham & Frank PLC
	 	 	1401 East Cary Street
	 	 	Richmond, Virginia 23219
	 	 	Attention:  S. Edward Flanagan, Esq.


 




    	 	3	 



     


    

 


Unless otherwise specified, notices shall
be deemed given as follows: (i) if delivered personally, when delivered, (ii) if delivered by nationally recognized overnight
courier delivery service, on the day following the day such material is sent, or (iii) if sent by certified mail, three (3) days
after such notice has been sent by MetLife, Owner or Manager.


 


8.           Governing
Law. This Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Georgia,
without regard to conflict of laws principles.


 


9.           Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which
taken together shall constitute one and the same instrument. Signature and acknowledgement pages may be detached from multiple
separate counterparts and attached to a single counterpart so that all signature and acknowledgement pages are physically attached
to the same instrument.


 


[Signatures Begin on Next Page]


 




    	 	4	 



     


    

 


IN WITNESS WHEREOF,
Owner and Manager have executed this Agreement as of the day and year first above written.


 


	 	OWNER:
	 	 
	 	BR ROSWELL, LLC,
	 	a Delaware limited liability company
	 	 	 
	 	By:	/s/ Jordan Ruddy
	 	Name:	Jordan Ruddy
	 	Title:	Authorized Signatory


 


[Signatures Continue on Next
Page]


 




    	 	5	 



     


    

 


	 	MANAGER:
	 	 
	 	CARROLL MANAGEMENT GROUP, LLC,
	 	a Georgia limited liability company
	 	 	 
	 	By:	/s/ Josh Champion
	 	Name:  	Josh Champion
	 	Title:	Authorized Signatory


 




    	 	6	 



     


    

 


EXHIBIT A


 


MANAGEMENT AGREEMENT


 


SEE MANAGEMENT AGREEMENT FILED AS EXHIBIT 10.14 TO THIS CURRENT
REPORT ON FORM 8-K


 








    	 	7