Exhibit 10.39


 


Marquis at Cascade II


f/k/a The Mansions at The Cascades II


 


ASSIGNMENT OF MANAGEMENT AGREEMENT


 


This
ASSIGNMENT OF MANAGEMENT AGREEMENT (this "Assignment") dated as of June 9, 2017, is executed by and among
(i) BR CWS CASCADES II OWNER, LLC, a Delaware limited liability company ("Borrower"), (ii) 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 under the laws of the United States ("Lender"), and (iii) CWS
APARTMENT HOMES LLC, a Delaware limited liability company ("Manager").


 


RECITALS:


 


A.           Borrower
is the owner of a multifamily residential apartment project located in Tyler, Smith County, Texas (the "Mortgaged Property").


 


B.           Manager
is the managing agent of the Mortgaged Property pursuant to a Management Agreement dated as of June 9, 2017, between Borrower and
Manager (the "Management Agreement").


 


C.           Borrower
is assuming a loan from Lender in the original principal amount of Twenty-Three Million One Hundred Seventy-Five Thousand and 00/100
Dollars ($23,175,000.00) (the "Mortgage Loan"), pursuant to that certain Multifamily Loan and Security Agreement
dated May 27, 2014 ("Loan Agreement"), as evidenced by that certain Multifamily Note dated as of May 27, 2014,
executed by BRE MF Cascades II LLC, a Delaware limited liability
company, and made payable to Wells Fargo Bank, National Association, a national banking association, in the amount of the Mortgage
Loan (as amended, restated, replaced, supplemented, or otherwise modified from time to time, the "Note").


 


D.           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 May 27, 2014, which encumbers the Mortgaged Property (as amended, restated, replaced,
supplemented or otherwise modified from time to time, the "Security Instrument"; the Loan Agreement, the Note,
the Security Instrument, and all other documents evidencing or securing the Mortgage Loan, the "Loan Documents").


 


E.           Borrower
is willing to assign its rights under the Management Agreement to Lender as additional security for the Mortgage Loan.


 


F.           Manager
is willing to consent to this Assignment and to attorn to Lender upon receipt of notice of the occurrence of an Event of Default
(as hereinafter defined) by Borrower under the Loan Documents, and perform its obligations under the Management Agreement for Lender,
or its successors in interest, or to permit Lender to terminate the Management Agreement without liability.


 


NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally
bound, Borrower, Lender and Manager agree as follows:





 


	Assignment of Management Agreement 	Form 6405	Page 1
	Fannie Mae	01-16	© 2016 Fannie Mae


 




     


     


    

 


AGREEMENTS:


 


Section 1.          Recitals.


 


The recitals
set forth above are incorporated herein by reference as if fully set forth in the body of this Assignment.


 


Section 2.          Assignment.


 


Borrower
hereby transfers, assigns and sets over to Lender, its successors and assigns, all right, title and interest of Borrower in and
to the Management Agreement. Manager hereby consents to the foregoing assignment. The foregoing assignment is being made by Borrower
to Lender as collateral security for the full payment and performance by Borrower of all of its obligations under the Loan Documents.
Although it is the intention of the parties that the assignment hereunder is a present assignment, until the occurrence of any
default or failure to perform or observe any obligation, condition, covenant, term, agreement or provision required to be performed
or observed by Borrower or any other party under any of the Loan Documents beyond any applicable grace or cure period provided
for therein (an "Event of Default"), Borrower may exercise all rights as
owner of the Mortgaged Property under the Management Agreement, except as otherwise provided in this Assignment. The foregoing
assignment shall remain in effect as long as the Mortgage Loan, or any part thereof, remains unpaid, but shall automatically terminate
upon the release of the Security Instrument as a lien on the Mortgaged Property.


 


Section 3.           Representations
and Warranties.


 


Borrower
and Manager represent and warrant to Lender that (a) the Management Agreement is unmodified and is in full force and effect,
(b) the Management Agreement is a valid and binding agreement enforceable against the parties in accordance with its terms,
and (c) neither party is in default in performing any of its obligations under the Management Agreement. Borrower further
represents and warrants to Lender that it has not executed any prior assignment of the Management Agreement, nor has it
performed any acts or executed any other instrument which might prevent Lender from operating under any of the terms and
conditions of this Assignment, or which would limit Lender in such operation. Manager further represents and warrants to
Lender that (1) Manager has not assigned its interest in the Management Agreement,
(2) Manager has no notice of any prior assignment, hypothecation or
pledge of Borrower's interest under the Management Agreement, (3) as of the date hereof, Manager has no counterclaim, right
of set-off, defense or like right against Borrower, and (4) as of the date hereof, Manager has been paid all amounts due
under the Management Agreement.


 


Section 4.          Lender's Right
to Cure.


 


In the
event of any default by Borrower under the Management Agreement, Lender shall have the right, but not the obligation, upon notice
to Borrower and Manager and until such default is cured, to cure any default and take any action under the Management Agreement
to preserve the same. Borrower hereby grants to Lender the right of access to the Mortgaged Property for this purpose, if such
action is necessary. Borrower hereby authorizes Manager to accept the performance of Lender in such event, without question. Any
advances made by Lender to cure a default by Borrower under the Management Agreement shall become part of the indebtedness and
shall bear interest at the Default Rate under the Loan Agreement and shall be secured by the Security Instrument.


 





	Assignment of Management Agreement 	Form 6405	Page 2
	Fannie Mae	01-16	© 2016 Fannie Mae


 




     


     


    

 


Section
5.              Covenants.


 


(a)            Borrower
Covenants.





 


Borrower hereby covenants with Lender that, during
the term of this Assignment:


 


(1)         Borrower
shall not assign Borrower's interest in the Management Agreement or any portion thereof, or transfer the responsibility for management
of the Mortgaged Property from Manager to any other person or entity without the prior written consent of Lender;


 


(2)         Borrower
shall not cancel, terminate, surrender, modify or amend any of the terms or provisions of the Management Agreement without the
prior written consent of Lender;


 


(3)         Borrower
shall not forgive any material obligation of the Manager or any other party under the Management Agreement, without the prior written
consent of Lender;


 


(4)         Borrower
shall perform all obligations of Borrower under the Management Agreement in accordance with the provisions thereof, any failure
of which would constitute a default under the Management Agreement; and


 


(5)         Borrower
shall give Lender written notice of any notice or information that Borrower receives which indicates that Manager is terminating
the Management Agreement or that Manager is otherwise discontinuing its management of the Mortgaged Property.


 


Any of the foregoing acts done
or suffered to be done without Lender's prior written consent shall constitute an Event of Default.


 


(b)          Affiliated
Manager Subordination.


 


Manager agrees that:


 


(1)         (A)
any fees payable to Manager pursuant to the Management Agreement are and shall be subordinated in right of payment, to the extent
and in the manner provided in this Assignment, to the prior payment in full of the indebtedness described in the Loan Agreement,
and (B) the Management Agreement is and shall be subject and subordinate in all respects to the liens, terms, covenants and conditions
of the Security Instrument and the other Loan Documents and to all advances heretofore made or which may hereafter be made pursuant
to the Loan Documents (including all sums advanced for the purposes of (i) protecting or further securing the lien of the Security
Instrument, curing Events of Default by Borrower under the Loan Documents or for any other purposes expressly permitted by the
Loan Documents, or (ii) constructing, renovating, repairing, furnishing, fixturing or equipping the Mortgaged Property);


 


(2)         if,
by reason of its exercise of any other right or remedy under the Management Agreement, Manager acquires by right of subrogation
or otherwise a lien on the Mortgaged Prope1iy which (but for this Section 5(b)) would be senior to the lien of the Security Instrument,
then, in that event, such lien shall be subject and subordinate to the lien of the Security Instrument;


 





	Assignment of Management Agreement 	Form 6405	Page 3
	Fannie Mae	01-16	© 2016 Fannie Mae


 




     


     


    

 


(3)         until Manager receives notice (or otherwise acquires actual knowledge) of an Event
of Default, Manager shall be entitled to retain for its own account all payments made under or pursuant to the Management Agreement;


 


(4)         after
Manager receives notice (or otherwise acquires actual knowledge) of an Event of Default, it will not accept any payment of fees
under or pursuant to the Management Agreement without Lender's prior written consent;


 


(5)         if,
after Manager receives notice (or otherwise acquires actual knowledge) of an Event of Default, Manager receives any payment of
fees under the Management Agreement, or if Manager receives any other payment or distribution of any kind from Borrower or from
any other person or entity in connection with the Management Agreement which Manager is not permitted by this Assignment to retain
for its own account, such payment or other distribution will be received and held in trust for Lender and unless Lender otherwise
notifies Manager, will be promptly remitted, in cash or readily available funds, to Lender, properly endorsed to Lender, to be
applied to the principal of, interest on and other amounts due under the Loan Documents evidencing and securing the Loan in such
order and in such manner as Lender shall determine in its sole and absolute discretion. Manager hereby irrevocably designates,
makes, constitutes and appoints Lender (and all persons or entities designated by Lender) as Manager's true and lawful attorney
in fact with power to endorse the name of Manager upon any checks representing payments referred to in this Section 5(b), which
power of attorney is coupled with an interest and cannot be revoked, modified or amended without the written consent of Lender;


 


(6)         Manager
shall notify (via telephone or email, followed by written notice) Lender of Manager's receipt from any person or entity other than
Borrower of a payment with respect to Borrower's obligations under the Loan Documents, promptly after Manager obtains knowledge
of such payment; and


 


(7)         during
the term of this Assignment, Manager will not commence or join with any other creditor in commencing any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings with respect to Borrower, without Lender's prior written consent.


 


Section 6.              Lender's
Rights Upon an Event of Default.


 


(a)          Upon
receipt by Manager of written notice from Lender that an Event of Default has occurred and is continuing, Lender shall have the
right to exercise all rights as owner of the Mortgaged Property under the Management Agreement.


 


(b)          Borrower
agrees that after Borrower receives notice (or otherwise has actual knowledge) of an Event of Default, it will not make any payment
of fees under or pursuant to the Management Agreement without Lender's prior written consent.


 


Section 7.             Termination
of Management Agreement.


 


After
the occurrence and during the continuance of an Event of Default, Lender (or its nominee) shall have the right any time thereafter
to terminate the Management Agreement, without cause and without liability, by giving written notice to Manager of its election
to do so. Lender's notice shall specify the date of termination, which shall not be less than thirty (30) days after the date of
such notice.


 





	Assignment of Management Agreement 	Form 6405	Page 4
	Fannie Mae	01-16	© 2016 Fannie Mae


 




     


     


    

 


Section 8.             Books
and Records.


 


On the
effective date of termination of the Management Agreement, Manager shall turn over to Lender all books and records relating to
the Mortgaged Property (copies of which may be retained by Manager, at Manager's expense), together with such authorizations and
letters of direction addressed to tenants, suppliers, employees, banks and other parties as Lender may reasonably require. Manager
shall cooperate with Lender in the transfer of management responsibilities to Lender or its designee. A final accounting of unpaid
fees (if any) due to Manager under the Management Agreement shall be made within sixty (60) days after the effective date of termination,
but Lender shall not have any liability or obligation to Manager for unpaid fees or other amounts payable under the Management
Agreement which accrue before Lender (or its nominee) acquires title to the Mortgaged Property, or Lender becomes a mortgagee in
possession.


 


Section 9.              Notice.


 


(a)            Process of Serving Notice.


 








All notices under this Assignment shall be:


 


(1)           in
writing and shall be:


 


(A)         delivered,
in person;


 


(B)         mailed,
postage prepaid, either by registered or certified delivery, return receipt requested;


 


(C)         sent
by overnight courier; or


 


(D)         sent
by electronic mail with originals to follow by overnight couner;


 


(2)         addressed
to the intended recipient at its respective address set forth at the end of this Assignment; and


 


(3)         deemed
given on the earlier to occur of:


 


(A)         the
date when the notice is received by the addressee; or


 


(B)         if
the recipient refuses or rejects delivery, the date on which the notice is so refused or rejected, as conclusively established
by the records of the United States Postal Service or any express courier service.


 


(b)          Change
of Address.


 


Any party
to this Assignment may change the address to which notices intended for it are to be directed by means of notice given to the other
parties to this Assignment in accordance with this Section 9.


 


(c)          Default
Method of Notice.


 


Any required notice under this
Assignment which does not specify how notices are to be given shall be given in accordance with this Section 9.


 





	Assignment of Management Agreement 	Form 6405	Page 5
	Fannie Mae	01-16	© 2016 Fannie Mae


 




     


     


    

 


(d)          Receipt
of Notices.


 


Borrower,
Manager and Lender shall not refuse or reject delivery of any notice given in accordance with this Assignment. Each party is required
to acknowledge, in writing, the receipt of any notice upon request by the other party.


 


Section 10.           Counterparts.


 


This Assignment
may be executed in any number of counterparts, each of which shall be considered an original for all purposes; provided, however,
that all such counterparts shall constitute one and the same instrument.


 


Section 11.           Governing
Law; Venue and Consent to Jurisdiction; Waiver of Jury Trial.


 


(a)          Governing
Law.


 


This Assignment
shall be governed by the laws of the jurisdiction in which the Mortgaged Property is located (the "Property Jurisdiction"),
without regard to the application of choice of law principles.


 


(b)          Venue;
Consent to Jurisdiction.


 


Any controversy
arising under or in relation to this Assignment shall be litigated exclusively in the Property Jurisdiction without regard to conflicts
of laws principles. The state and federal courts and authorities with jurisdiction in the Property Jurisdiction shall have exclusive
jurisdiction over all controversies which shall arise under or in relation to this Assignment. Borrower irrevocably consents to
service, jurisdiction and venue of such courts for any such litigation and waives any other venue to which it might be entitled
by virtue of domicile, habitual residence or otherwise.


 


(c)          WAIVER
OF TRIAL BY JURY.


 


TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH OF BORROWER, LENDER, AND MANAGER (i) COVENANTS AND AGREES NOT TO ELECT A TRIAL
BY JURY WITH RESPECT TO ANY ISSUE ARISING OUT OF THIS ASSIGNMENT, OR THE RELATIONSHIP BETWEEN THE PARTIES AS BORROWER, LENDER,
AND MANAGER, THAT IS TRIABLE OF RIGHT BY A JURY, AND (ii) 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.


 


Section 12.           Severability;
Amendments.


 


The invalidity
or unenforceability of any provision of this Assignment shall not affect the validity or enforceability of any other provision
of this Assignment, all of which shall remain in full force and effect. This Assignment contains the complete and entire agreement
among the parties as to the matters covered, rights granted and the obligations assumed in this Assignment. This Assignment may
not be amended or modified except by written agreement signed by the parties hereto.


 





	Assignment of Management Agreement 	Form 6405	Page 6
	Fannie Mae	01-16	© 2016 Fannie Mae


 




     


     


    

 


Section 13.           Construction.


 


(a)          The
captions and headings of the sections of this Assignment are for convenience only and shall be disregarded in construing this Assignment.


 


(b)          Any
reference in this Assignment to an "Exhibit" or "Schedule" or a "Section" or an "Article"
shall, unless otherwise explicitly provided, be construed as referring, respectively, to an exhibit or schedule attached to this
Assignment or to a Section or Article of this Assignment. All exhibits and schedules attached to or referred to in this Assignment,
if any, are incorporated by reference into this Assignment.


 


(c)          Any
reference in this Assignment to a statute or regulation shall be construed as referring to that statute or regulation as amended
from time to time.


 


(d)          Use
of the singular in this Assignment includes the plural and use of the plural includes the singular.


 


(e)          As
used in this Assignment, the term "including" means "including, but not limited to" or "including, without
limitation," and is for example only and not a limitation.


 


(f)          Whenever
Borrower's knowledge is implicated in this Assignment or the phrase "to Borrower's knowledge" or a similar phrase is
used in this Assignment, Borrower's knowledge or such phrase(s) shall be interpreted to mean to the best of Borrower's knowledge
after reasonable and diligent inquiry and investigation.


 


(g)          Unless
otherwise provided in this Assignment, if Lender's approval, designation, determination, selection, estimate, action or decision
is required, permitted or contemplated hereunder, such approval, designation, determination, selection, estimate, action or decision
shall be made in Lender's sole and absolute discretion.


 


(h)          All
references in this Assignment to a separate instrument or agreement shall include such instrument or agreement as the same may
be amended or supplemented from time to time pursuant to the applicable provisions thereof.


 


(i)          "Lender
may" shall mean at Lender's discretion, but shall not be an obligation.


 


[Remainder of Page Intentionally Blank]


 





	Assignment of Management Agreement 	Form 6405	Page 7
	Fannie Mae	01-16	© 2016 Fannie Mae


 




     


     


    

 


IN
WITNESS WHEREOF, Borrower, Lender and Manager have signed and delivered this Assignment under seal (where applicable)
or have caused this Assignment to be signed and delivered under seal (where applicable), each by its duly authorized representative.
Where applicable law so provides, Borrower, Lender and Manager intend that this Assignment shall be deemed to be signed and delivered
as a sealed instrument.


 


	 	BORROWER:
	 	 
	 	BR CWS CASCADES II OWNER, LLC, a
	 	Delaware limited liability company
	 	 	 	 	 	 	 
	 	By: 	BR CWS 2017 Portfolio JV, LLC, a Delaware limited liability company, its sole member
	 	 	 	 	 	 	 
	 	 		By:	BR CWS Portfolio Member, LLC, a Delaware limited liability company, its manager
	 	 	 	 	 	 	 
	 	 	 	 		By:	/s/ Jordan Ruddy
	 	 	 	 	 	 	Jordan Ruddy
	 	 	 	 	 	 	Authorized Signatory


 


	 	 	Address:	c/o Bluerock Real Estate, L.L.C.
	 	 	 	712 Fifth Avenue, 9th Floor 
	 	 	 	New York, New York 10019 
	 	 	 	Attention:  Jordan B. Ruddy
	 	 	 	 
	 	 	with a copy to:	 
	 	 	 	CWS Capital Partners LLC
	 	 	 	14 Corporate Plaza, Suite 210
	 	 	 	Newport Beach, CA 92660


 





	Assignment of Management Agreement 	Form 6405	Page S-1
	Fannie Mae	01-16	© 2016 Fannie Mae


 




     


     


    

 


	 	LENDER:
	 	 	 	 	 
	 	FANNIE MAE
	 	 	 	 	 
	 	By: 	Wells Fargo Bank, National Association, a national banking association, its Attorney-in-Fact
	 	 	 	 	 
	 	 		By:	/s/ Christian Adrian
	 	 	 	 	Christian Adrian
	 	 	 	 	Managing Director


 


	 	Address:	Attention: Multifamily Operations - Asset Management
	 	 	Drawer AM
	 	 	3900 Wisconsin Avenue, N.W. 
	 	 	Washington, DC 20016


 





	Assignment of Management Agreement 	Form 6405	Page S-2
	Fannie Mae	01-16	© 2016 Fannie Mae


 




     


     


    

 


	 	MANAGER:
	 	 
	 	CWS APARTMENT HOMES LLC, a Delaware
	 	limited liability company
	 	 	 	 
	 	By:	/s/ Gary Carmell
	 	 	Name: Gary Carmell
	 	 	Title: President
	 	 	 	 
	 	Address:	c/o CWS Capital Partners, LLC
	 	 	 	14 Corporate Plaza, Suite 210
	 	 	 	Newport Beach, California 92660


 





	Assignment of Management Agreement 	Form 6405	Page S-3
	Fannie Mae	01-16	© 2016 Fannie Mae