Exhibit 10.5


 


Lansbrook Village


 


ASSIGNMENT OF MANAGEMENT AGREEMENT


 


This ASSIGNMENT OF
MANAGEMENT AGREEMENT (this “Assignment”) dated as of July 8, 2016 is executed by and among (i) BR CARROLL
LANSBROOK, LLC, a Delaware limited liability company (“Borrower”), (ii) WALKER & DUNLOP, LLC,
a Delaware limited liability company (“Lender”), and (iii) CARROLL MANAGEMENT GROUP, LLC, a Georgia limited
liability company (“Manager”).


 


RECITALS:


 


A.     Borrower is the
owner of a multifamily residential apartment project located in Palm Harbor (Pinellas County), Florida (the “Mortgaged
Property”).


 


B.     Manager is the
managing agent of the Mortgaged Property pursuant to a Management Agreement dated as of March 21, 2014, between Borrower and Manager
(the “Management Agreement”).


 


C.     Pursuant to that
certain Multifamily Loan and Security Agreement dated as of the date hereof, executed by and between Borrower and Lender (as amended,
restated, replaced, supplemented or otherwise modified from time to time, the “Loan Agreement”), Lender has
agreed to make a loan to Borrower in the original principal amount of $57,190,000.00 (the “Mortgage Loan”),
as evidenced by that certain Multifamily Note dated as of the date hereof, executed by Borrower and made payable to the order of
Lender 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 the date hereof, 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 Property 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 Mortgage 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 courier;


 


(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 WAIVER 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.


 


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.


 


[Remainder of Page Intentionally Blank]


 




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




     


    

 


	 	BORROWER:
	 	 
	 	BR CARROLL LANSBROOK, LLC, a Delaware limited liability company
	 	 
	 	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 


 




    
	Assignment of Management Agreement	Form 6405	Page 8
	Fannie Mae	01-16	© 2016 Fannie Mae




     


    

 


	 	LENDER:
	 	 
	 	WALKER & DUNLOP, LLC, a Delaware limited liability company
	 	 
	 	By:	/s/ Holly Shonosky
	 	 	Holly Shonosky
	 	 	Senior Closing Officer


 


	 	Address:	7501 Wisconsin Avenue, Suite 1200E
	 	 	Bethesda, Maryland 20814


 




    
	Assignment of Management Agreement	Form 6405	Page 9
	Fannie Mae	01-16	© 2016 Fannie Mae




     


    

 


	 	MANAGER:
	 	 
	 	CARROLL MANAGEMENT GROUP, LLC, a Georgia limited liability company
	 	 
	 	By:	/s/ Josh Champion
	 	 	Josh Champion
	 	 	President


 


	 	Address:	c/o Carroll Organization, LLC
	 		3340 Peachtree Road NE, Suite 2250
	 		Atlanta, Georgia 30326


 




    
	Assignment of Management Agreement	Form 6405	Page 10
	Fannie Mae	01-16	© 2016 Fannie Mae