Exhibit 10.348


 


Freddie Mac Loan No. 708581501

Property Name: Summer Wind


 


ASSIGNMENT OF MANAGEMENT AGREEMENT AND

SUBORDINATION OF MANAGEMENT FEES 


 


(Revised 5-1-2015)


 


THIS ASSIGNMENT OF MANAGEMENT
AGREEMENT AND SUBORDINATION OF MANAGEMENT FEES (“Assignment”) is made effective as of the 5th day of January,
2016, by and among BR CARROLL NAPLES, LLC, a Delaware limited liability company (“Borrower”), JONES
LANG LASALLE MULTIFAMILY, LLC, a Delaware limited liability company (“Lender”), and CARROLL MANAGEMENT
GROUP, LLC, a Georgia limited liability company (“Property Manager”).


 


RECITALS:


 


A.          Borrower
has requested that Lender make a loan to Borrower (“Loan”). The Loan will be evidenced by a Multifamily Note
from Borrower to Lender effective as of the date of this Assignment (“Note”). The Note is secured by, among
other things, a Multifamily Loan and Security Agreement (“Loan Agreement”) and a Multifamily Mortgage, Assignment
of Rents and Security Agreement (“Security Instrument”), dated as of the date of this Assignment, which grants
Lender a first lien on the property encumbered by the Security Instrument (“Mortgaged Property”). The Note,
the Loan Agreement, the Security Instrument, this Assignment and any of the other documents evidencing the Loan are collectively
referred to as the “Loan Documents”. Other capitalized terms used but not defined in this Assignment will have
the meanings given to those terms in the Loan Agreement.


 


B.          Pursuant
to a Management Agreement between Borrower and Property Manager (“Management Agreement”) (a true and correct
copy of which is attached as Exhibit A), Borrower employed Property Manager exclusively to lease, operate and manage the
Mortgaged Property, and Property Manager is entitled to certain management fees (“Management Fees”) pursuant
to the Management Agreement.


 


C.          Lender
requires as a condition to the making of the Loan that Borrower assign the Management Agreement and that Property Manager subordinate
its interest in the Management Fees in lien and payment to the Loan as set forth below.


 


For good and valuable consideration
the parties agree as follows:


 


1.           Assignment
of Management Agreement. As additional collateral security for the Loan, Borrower conditionally transfers, sets over, and
assigns to Lender all of Borrower’s right, title and interest in and to the Management Agreement and all extensions and
renewals. This transfer and assignment will automatically become a present, unconditional assignment, at Lender’s option,
upon a default by Borrower under the Note, the Loan Agreement, the Security Instrument or any of the other Loan Documents (each,
an “Event of Default”), and the failure of Borrower to cure such Event of Default within any applicable grace
period.






 






    	Assignment of Management Agreement and
Subordination of Management Fees
	 



     


    

 





2.           Subordination
of Management Fees. The Management Fees and all rights and privileges of Property Manager to the Management Fees are and will
at all times continue to be subject and unconditionally subordinate in all respects in lien and payment to the lien and payment
of the Loan Agreement, the Security Instrument, the Note, and the other Loan Documents, and to any renewals, extensions, modifications,
assignments, replacements, or consolidations of the Loan Documents and the rights, privileges, and powers of Lender under the
Note, the Loan Agreement, the Security Instrument, or any of the other Loan Documents.


 


3.           Estoppel.
Property Manager and Borrower represent and warrant that all of the following are true as of the date of this Assignment:


 


		(a)	The Management Agreement is in full force and effect and
has not been modified, amended or assigned other than pursuant to this Assignment.



 


		(b)	Neither Property Manager nor Borrower is in default under
any of the terms, covenants or provisions of the Management Agreement and Property Manager knows of no event which, but for the
passage of time or the giving of notice or both, would constitute an event of default under the Management Agreement.



 


		(c)	Neither Property Manager nor Borrower has commenced any
action or given or received any notice for the purpose of terminating the Management Agreement.



 


		(d)	The Management Fees and all other sums due and payable to the Property Manager under the Management
Agreement have been paid in full.



 


4.           Agreement
by Borrower and Property Manager. Borrower and Property Manager agree that if there is an Event of Default by Borrower (continuing
beyond any applicable grace period) under the Note, the Loan Agreement, the Security Instrument or any of the other Loan Documents
during the term of this Assignment or upon the occurrence of any event which would entitle Lender to terminate the Management Agreement
in accordance with the terms of the Loan Documents, Lender may terminate the Management Agreement without payment of any cancellation
fee or penalty and require Property Manager to transfer its responsibility for the management of the Mortgaged Property to a management
company selected by Lender in Lender’s sole discretion, effective as of the date set forth in Lender’s notice to Property
Manager. Following any such termination, Property Manager agrees to apply all rents, security deposits, issues, proceeds and profits
of the Mortgaged Property in accordance with Lender’s written directions to Property Manager.


 


5.           Lender’s
Right to Replace Property Manager. If Lender, in Lender’s reasonable discretion, at any time during the term of this
Assignment, determines that the Mortgaged Property is not being managed in accordance with generally accepted management practices
for properties similar to the Mortgaged Property, Lender will deliver written notice to Borrower and Property Manager, which notice
will specify with particularity the grounds for Lender’s determination. If Lender reasonably determines that the conditions
specified in Lender’s notice are not remedied to Lender’s reasonable satisfaction by Borrower or Property Manager within
30 days from receipt of such notice or that Borrower or Property Manager have failed to diligently undertake correcting such conditions
within such 30-day period, Lender may direct Borrower to terminate Property Manager as manager of the Mortgaged Property and terminate
the Management Agreement without payment of any cancellation fee or penalty and to replace Property Manager with a management company
acceptable to Lender in Lender’s sole discretion pursuant to a management agreement acceptable to Lender in Lender’s
sole discretion.


 









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Subordination of Management Fees
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6.           Receipt
of Management Fees. Property Manager will not be obligated to return or refund to Lender any Management Fees or other fee,
commission or other amount received by Property Manager prior to the occurrence of the Event of Default, and to which Property
Manager was entitled under the Management Agreement. If the Property Manager receives any Management Fees after it has received
notice of an Event of Default, Property Manager agrees that such Management Fees will be received and held in trust for Lender,
to be applied by Lender to amounts due under the Loan Documents.


 


7.           Consent
and Agreement by Property Manager. Property Manager acknowledges and consents to this Assignment and agrees that Property Manager
will act in conformity with the provisions of this Assignment and Lender’s rights under this Assignment or otherwise related
to the Management Agreement. If the responsibility for the management of the Mortgaged Property is transferred from Property Manager
in accordance with the provisions of this Assignment, then Property Manager will fully cooperate in transferring its responsibility
to a new management company and complete such transfer no later than 30 days from the date the Management Agreement is terminated.
Further, Property Manager agrees as follows:


 


		(a)	It will not contest or impede the exercise by Lender of any right Lender has under or in connection
with this Assignment.



 


		(b)	It will give at least 30 days prior written notice to Lender of its intention to terminate the
Management Agreement or otherwise discontinue its management of the Mortgaged Property, in the manner provided for in this Assignment.



 


		(c)	It will not amend any of the provisions or terms of the Management Agreement without the prior
consent of Lender.



 


8.           Termination.
When the Loan is paid in full and the Security Instrument is released or assigned of record, this Assignment and all of Lender’s
right, title and interest hereunder with respect to the Management Agreement will terminate.


 


9.           Notices.


 


(a)          All
notices under or concerning this Assignment (“Notice”) will be in writing. Each Notice will be deemed given
on the earliest to occur of: (i) the date when the Notice is received by the addressee, (ii) the first Business Day after the Notice
is delivered to a recognized overnight courier service, with arrangements made for payment of charges for next Business Day delivery,
or (iii) the third Business Day after the Notice is deposited in the United States mail with postage prepaid, certified mail, return
receipt requested. Addresses for Notice are as follows:


 


	If to Lender:	Jones Lang LaSalle Multifamily, LLC

3344 Peachtree Road NE, Suite 1100

Atlanta, Georgia 30326

Attention:  Servicing Department


 









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Subordination of Management Fees
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	If to Borrower:	BR Carroll Naples, LLC

c/o Carroll Organization, LLC

3340 Peachtree Road, Suite 2250

Atlanta, Georgia 30326

Attention: Josh Champion




	If to Property Manager:	
        Carroll Management Group, LLC

        c/o Carroll Organization, LLC

        3340 Peachtree Road, Suite 2250

        Atlanta, Georgia 30326

        Attention: Josh Champion

         



 


(b)          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 in accordance with this Section 9. Each party agrees that it will not refuse or reject delivery of any Notice
given in accordance with this Section 9, that it will acknowledge, in writing, the receipt of any Notice upon request by the other
party and that any Notice rejected or refused by it will be deemed for purposes of this Section 9 to have been received by the
rejecting party on the date so refused or rejected, as conclusively established by the records of the U.S. Postal Service or the
courier service.


 


10.         Governing
Law; Consent to Jurisdiction and Venue.


 


(a)          This
Assignment will be construed in accordance with and governed by the laws of the Property Jurisdiction.


 


(b)          Borrower
and Property Manager agree that any controversy arising under or in relation to this Assignment may be litigated in the Property
Jurisdiction. The state and federal courts and authorities with jurisdiction in the Property Jurisdiction will have jurisdiction
over all controversies that may arise under or in relation to this Assignment. Borrower and Property Manager irrevocably consent
to service, jurisdiction and venue of such courts for any such litigation and waive any other venue to which it might be entitled
by virtue of domicile, habitual residence or otherwise. However, nothing in this Section 10 is intended to limit Lender’s
right to bring any suit, action or proceeding relating to matters under this Assignment in any court of any other jurisdiction.


 


11.         Captions,
Cross References and Exhibits. The captions assigned to provisions of this Assignment are for convenience only and will be
disregarded in construing this Assignment. Any reference in this Assignment to an “Exhibit” or a “Section,”
unless otherwise explicitly provided, will be construed as referring, respectively, to an Exhibit attached to this Assignment or
to a section of this Assignment. All Exhibits attached to or referred to in this Assignment are incorporated by reference into
this Assignment.


 


12.         Number
and Gender. Use of the singular in this Assignment includes the plural, use of the plural includes the singular, and use of
one gender includes all other genders, as the context may require.


 









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Subordination of Management Fees
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13.         No
Partnership. This Assignment is not intended to, and will not, create a partnership or joint venture among the parties, and
no party to this Assignment will have the power or authority to bind any other party except as explicitly provided in this Assignment.


 


14.         Severability.
The invalidity or unenforceability of any provision of this Assignment will not affect the validity of any other provision,
and all other provisions will remain in full force and effect.


 


15.         Entire
Assignment. This Assignment contains the entire agreement among the parties as to the rights granted and the obligations assumed
in this Assignment.


 


16.         No
Waiver; No Remedy Exclusive. Any forbearance by a party to this Assignment in exercising any right or remedy given under this
Assignment or existing at law or in equity will not constitute a waiver of or preclude the exercise of that or any other right
or remedy. Unless otherwise explicitly provided, no remedy under this Assignment is intended to be exclusive of any other available
remedy, but each remedy will be cumulative and will be in addition to other remedies given under this Assignment or existing at
law or in equity.


 


17.         Third
Party Beneficiaries. Neither any creditor of any party to this Assignment, nor any other person, is intended to be a third
party beneficiary of this Assignment.


 


18.         Further
Assurances and Corrective Instruments. To the extent permitted by law, the parties will, from time to time, execute, acknowledge
and deliver, or cause to be executed, acknowledged and delivered, such supplements to this Assignment and such further instruments
as may reasonably be required for carrying out the intention of or facilitating the performance of this Assignment.


 


19.         Counterparts.
This Assignment may be executed in multiple counterparts, each of which will constitute an original document and all of which
together will constitute one agreement.


 


20.         Indemnity.
By executing this Assignment Borrower agrees to indemnify and hold harmless Lender and its successors and assigns from and against
any and all losses, claims, damages, liabilities and expenses including Attorneys’ Fees and Costs, which may be imposed or
incurred in connection with this Assignment.


 


21.         Costs
and Expenses. Wherever pursuant to this Assignment it is provided that Borrower will pay any costs and expenses, such costs
and expenses will include Lender’s Attorneys’ Fees and Costs.


 


22.         Determinations
by Lender. In any instance where the consent or approval of Lender may be given or is required, or where any determination,
judgment or decision is to be rendered by Lender under this Assignment, the granting, withholding or denial of such consent or
approval and the rendering of such determination, judgment or decision will be made or exercised by Lender (or its designated representative)
at its sole and exclusive option and in its sole and absolute discretion and will be final and conclusive, except as may be otherwise
expressly and specifically provided in this Assignment.


 


23.         Successors
and Assigns. This Assignment will be binding upon and inure to the benefit of Borrower, Lender and Property Manager and their
respective successors and assigns forever.


 




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Subordination of Management Fees
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24.         Secondary
Market.  Lender may sell, transfer and deliver the Note and assign the Loan Agreement, the Security Instrument, this Assignment
and the other Loan Documents to one or more investors in the secondary mortgage market (“Investors”). In connection
with such sale, Lender may retain or assign responsibility for servicing the Loan, including the Note, the Loan Agreement, the
Security Instrument, this Assignment and the other Loan Documents, or may delegate some or all of such responsibility and/or obligations
to a servicer including any subservicer or master servicer, on behalf of the Investors. All references to Lender in this Assignment
will refer to and include any such servicer to the extent applicable.


 


IN WITNESS WHEREOF the undersigned
have executed this Assignment as of the date and year first written above.


 




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Subordination of Management Fees
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	 	BORROWER:
	 	 
	 	BR CARROLL NAPLES, LLC, a Delaware limited liability company
	 	 
	 	By: 	/s/ Jordan Ruddy
	 	 	Name: Jordan Ruddy
	 	 	Title: Authorized Signatory 


 




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Subordination of Management Fees
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	 	LENDER:
	 	 
	 	JONES LANG LASALLE MULTIFAMILY, LLC, a Delaware limited liability company
	 	 
	 	By:	/s/ Faron G. Thompson
	 	 	Faron G. Thompson
	 	 	Executive Vice President


 




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Subordination of Management Fees
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	 	PROPERTY MANAGER:
	 	 
	 	CARROLL MANAGEMENT GROUP, LLC, a Georgia limited liability company
	 	 
	 	By:	/s/ Josh Champion
	 	 	Name: Josh Champion
	 	 	Title: President


 




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Subordination of Management Fees
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EXHIBIT A



MANAGEMENT AGREEMENT


 


See Attached


 



    	Assignment of Management Agreement and
Subordination of Management Fees
	Page A-1