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HomeMy WebLinkAbout25524AGREEMENT INFORMATION AGREEMENT NUMBER 25524 NAME/TYPE OF AGREEMENT BANK OF AMERICA, NA, THE BANK OF NEW YORK MELLON TRUST COMPANY, NA & HALEY SOFGE 750 PRESERVATION, LLC DESCRIPTION - SUBORDINATION AGREEMENT/FINANCING FOR CONSTRUCTION OF MULTIFAMILY AFFORDABLE RENTAL HOUSING DEVELOPMENT PROJECT/MATTER ID: 24-3318/#51 EFFECTIVE DATE ATTESTED BY TODD B. HANNON ATTESTED DATE 3/25/2025 DATE RECEIVED FROM ISSUING DEPT. 3/27/2025 NOTE THIS INSTRUMENT PREPARED BY AND RETURN TO: Holland & Knight LLP 787 Seventh Avenue, 31st Floor New York, New York 10019 Attention: Kathleen M. Furey, Esq. ABOVE SPACE RESERVED FOR RECORDING PURPOSES ONLY SUBORDINATION AGREEMENT (CITY OF MIAMI) This SUBORDINATION AGREEMENT (this "Agreement") is made and entered into as of [April 2], 2025, by and between the CITY OF MIAMI; a municipal corporation of the State of Florida (the "Subordinate Lender") and BANK OF AMERICA, N.A., a national banking association ("Initial Funding Lender"); and acknowledged and agreed to by IIALEY SOFGE 750 PRESERVATION, LLC, a Florida limited liability company (the `Borrower") and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association (the "Fiscal Agent"). WITNESSETH: WHEREAS, Borrower is the owner of a leasehold interest in certain real property located at 750 NW 13th Avenue, Miami, Miami -Dade County, Florida 33125 (the "Land"). The Housing Finance Authority of Miami -Dade County, Florida, a public body corporate and politic organized and existing under the laws of the State of Florida (the "Governmental Lender"), determined to make a mortgage loan to Borrower in the maximum aggregate principal amount of Fifty Million and No/100 Dollars ($50,000,000.00) (the "Construction Phase Project Loan") to provide for the financing of the construction of a 220-unit multifamily affordable rental housing development project (the "Project"), to be known as "Haley Sofge 750 Apartments" on the Land. The Borrower has agreed to use the proceeds of the Construction Phase Project Loan to finance the construction of the Project and to pay certain closing costs with respect to the Construction Phase Project Loan; and WHEREAS, the Construction Phase Project Loan will be made pursuant to that certain Construction Phase Borrower Loan Agreement (as amended from time to time, the "Construction Phase Project Loan Agreement") dated April 1, 2025, by and among Governmental Lender, Borrower, and Fiscal Agent. The Construction Phase Project Loan will be evidenced by that certain Construction Phase Project Loan Note (as amended from time to time, the "Construction Phase Project Loan Note") dated as of even date herewith made by Borrower, as maker, payable to the order of Governmental Lender. To secure the Borrower's obligations under and in connection with the Construction Phase Project Loan, the Construction Phase Project Loan Agreement, the Construction Project Loan Note and the other Construction Phase Project Loan Documents (as hereinafter defined), the Borrower has executed and delivered, or will execute and deliver, to the Governmental Lender that certain Leasehold Mortgage, Assignment of Rents, Security Agreement and Fixture Filing (as amended from time to time, the "Security Instrument"), dated as of even date herewith, naming Borrower, as mortgagor, and Governmental Lender, its successor and assigns, as mortgagee, and encumbering, among other collateral, the Borrower's leasehold interest in the Land (the "Leasehold Interest") and the Project. The Security Instrument will be duly recorded with the Clerk of the Courts, Miami -Dade County, Florida (the "Recording Office"). As used herein, the term "Construction Phase Project Loan Documents" shall mean, collectively, any and all agreements, documents and instruments which now or hereafter evidence, secure, guaranty or otherwise Haley Sofge 750 Preservation Subordination Agreement (City) govern payment and/or performance of any and all obligations and liabilities of Borrower under and in connection with the Construction Phase Project Loan, including, without limitation, the Construction Phase Project Loan Agreement, the Construction Phase Project Loan Note, the Security Instrument and this Agreement (collectively, the "Construction Phase Project Loan Obligations"), as amended, restated, supplemented or otherwise modified; and WHEREAS, Governmental Lender, in order to obtain the funds necessary to enable it to make the Construction Phase Project Loan to the Borrower, has determined to obtain a loan (the "Funding Loan") from Initial Funding Lender in the maximum aggregate principal amount of Fifty Million and No/100 Dollars ($50,000,000.00). The Funding Loan will be made by Initial Funding Lender to Governmental Lender pursuant to that certain Funding Loan Agreement (as the same may be amended from time to time, the "Initial Funding Loan Agreement") dated as of April 1, 2025, by and among Initial Funding Lender, the Governmental Lender and the Fiscal Agent. The Funding Loan will be evidenced by, among other things, that certain Housing Finance Authority of Miami -Dade County, Florida Multifamily Housing Revenue Note, Series 2025 (Haley Sofge 750 Apartments), dated as of even date herewith, made by Governmental Lender, as maker, payable to the order of Initial Funding Lender (the "Governmental Note"). Initial Funding Lender, pursuant to the terms and subject to the conditions of the Initial Funding Loan Agreement and that certain Construction Disbursement Agreement executed by and between Borrower and Initial Funding Lender and dated as of even date herewith (the "Construction Disbursement Agreement" and, collectively, with the Construction Phase Project Loan Documents, are herein, collectively, referred to as the "Senior Construction Loan Documents"), has agreed to fund the proceeds of the Funding Loan to the Governmental Lender on a draw -down basis, which proceeds of the Funding Loan will in turn be used by the Governmental Lender to fund the Construction Phase Project Loan to the Borrower. In order to secure the repayment of the Funding Loan, Governmental Lender has pledged to Fiscal Agent, in trust for the benefit of Initial Funding Lender, pursuant to the terms and conditions of the Initial Funding Loan Agreement and the Assignment (as hereinafter defined), all of Governmental Lender's right, title and interest in, to and under the Construction Phase Project Loan, the Construction Phase Project Loan Obligations, and all of the other Construction Phase Project Loan Documents (other than certain "Unassigned Rights" (as defined in the Initial Funding Loan Agreement)). To further evidence and perfect such pledge, Governmental Lender, substantially concurrently herewith, has duly endorsed the Construction Phase Project Loan Note to the order of Fiscal Agent, and executed and delivered to Fiscal Agent that certain Assignment of Mortgage and Collateral Loan Documents (the "Assignment") dated as of even date herewith, assigning to Fiscal Agent, among other items, all of Governmental Lender's right, title and interest under the Security Instrument and Construction Phase Project Loan Agreement. The Assignment shall be recorded in the Recording Office substantially concurrently with the recordation of the Security Instrument; and WHEREAS, subject to the terms and conditions of that certain Forward Loan Purchase Agreement (the "Forward Loan Purchase Agreement") dated as of even date herewith among Borrower, Initial Funding Lender and Massachusetts Mutual Life Insurance Company, a Massachusetts Corporation ("Permanent Funding Lender"), (a) Permanent Funding Lender agreed to purchase the Funding Loan and the Governmental Note, and make the permanent funding loan in an aggregate amount of up to Twenty - Nine Million and No/100 Dollars ($29,000,000.00) (the "Permanent Funding Loan") to facilitate the Governmental Lender providing permanent financing for the Project in an aggregate amount of up to Twenty -Nine Million and No/100 Dollars ($29,000,000.00) (the "Permanent Phase Project Loan"); (b) Initial Funding Lender agreed to assign and deliver its right, title and interest in the Initial Funding Loan Agreement, the Governmental Note and certain other Senior Construction Loan Documents to the Permanent Funding Lender and, in connection therewith, the Construction Phase Project Loan Note and the Security Instrument will be amended and restated ("Conversion"); and 2 Haley Sofge 750 Preservation Subordination Agreement (City) WHEREAS, as a further condition to Conversion and its purchase of the Funding Loan and the Governmental Note, the Permanent Funding Lender has required that: (a) Governmental Lender, Fiscal Agent and Permanent Funding Lender shall amend and restate the Initial Funding Loan Agreement by entering into that certain Amended and Restated Funding Loan Agreement (the "Permanent Funding Loan Agreement"); (b) the Governmental Lender, the Borrower and the Fiscal Agent shall amend and restate the Construction Phase Project Loan Agreement by entering into that certain Amended and Restated Borrower Loan Agreement (the "Permanent Phase Project Loan Agreement"); (c) the Borrower shall execute a Permanent Phase Borrower Note dated as of the date of Conversion from Borrower to the Governmental Lender ("Permanent Phase Project Loan Note"), which amends and restates in its entirety the Construction Phase Project Loan Note, and shall be assigned to the Permanent Funding Lender by the Governmental Lender; (d) Borrower enter into that certain Continuing Covenants Agreement to be executed and delivered by the Borrower and Permanent Funding Lender and dated and effective as of the date of the Conversion (as amended restated or supplemented, the "Loan Covenant Agreement"). For purposes of this Agreement, "Funding Lender" shall mean Initial Funding Lender prior to Conversion and Permanent Funding Lender from and after Conversion (together with any successor holder of the Governmental Note). "Funding Loan Agreement" shall mean the Initial Funding Loan Agreement prior to Conversion and the Permanent Funding Loan Agreement from and after Conversion. "Project Loan" shall mean the Construction Phase Project Loan prior to Conversion and the Permanent Phase Project Loan from and after Conversion. "Project Loan Note" shall mean the Construction Phase Project Loan Note prior to Conversion and the Permanent Phase Project Loan Note from and after Conversion. For purposes of this Agreement, "Senior Loan Agreement" shall mean, prior to Conversion, the Senior Construction Loan Documents and, following Conversion, shall mean the Loan Covenant Agreement together with the Permanent Phase Project Loan Agreement. "Senior Loan Documents" shall mean, prior to Conversion, collectively, the Senior Construction Loan Documents and Taxable Loan Documents (as defined below), and the "Permanent Loan Documents" (as defined in the Continuing Covenants Agreement) from and after Conversion; and WHEREAS, Initial Funding Lender, in its capacity as a subordinate lender, has made a construction loan to Borrower in the principal amount of Three Million and No/100 Dollars ($3,000,000.00) (the "Taxable Loan"). The Taxable Loan is evidenced by that certain Promissory Note dated as of even date herewith, payable to the order of Initial Funding Lender in the original principal amount of Three Million and No/100 Dollars ($3,000,000.00) (the "Taxable Note", and together with the Construction Phase Project Loan Note, collectively, the "Senior Note"). The Taxable Note and the indebtedness evidenced thereby is secured by a second priority Leasehold Mortgage, Assignment of Rents, Security Agreement and Fixture Filing, dated as of even date herewith, executed by Borrower in favor of Initial Funding Lender (the "Taxable Mortgage", and together with the Security Instrument, collectively, the "Senior Mortgage"). The Taxable Note, Taxable Mortgage and all other documents evidencing, securing or otherwise governing the Taxable Loan, collectively, the "Taxable Loan Documents"). As a condition to Conversion, Borrower shall pay the Taxable Loan in full and the Taxable Mortgage shall be terminated; WHEREAS, pursuant to the terms of that certain HOME Loan Agreement dated as of even date herewith between Borrower and Subordinate Lender (the "Subordinate Loan Agreement"), Subordinate Lender has agreed to make a loan to Borrower in the original principal amount of $1,750,000.00 (the "Subordinate Loan"). The Subordinate Loan is evidenced by that certain Promissory Note dated as of the date hereof, executed by Borrower and payable to Subordinate Lender (the "Subordinate Note"). The Subordinate Loan is secured by (i) that certain Leasehold Mortgage and Security Agreement dated as of the date hereof, given by Borrower in favor of Subordinate Lender and recorded in the Recording Office (the "Subordinate Mortgage"), (ii) that certain Rent Regulatory Agreement dated as of the date hereof by Borrower in favor of Subordinate Lender, and (iii) that certain Declaration of Restrictive Covenants dated as of the date hereof by Borrower in favor of Subordinate Lender (items (ii) and (iii) are referred to herein as, collectively, the "Regulatory Agreement", and together with the Subordinate Loan Agreement, 3 Haley Sofge 750 Preservation Subordination Agreement (City) Subordinate Note, Subordinate Mortgage and all other documents and financing statements governing, evidencing and securing the Subordinate Loan, the "Subordinate Loan Documents"); and WHEREAS, the Senior Loan Documents and the Subordinate Loan Documents are sometimes, collectively, referred to herein as the "Loan Documents"; and the Project Loan, the Taxable Loan and Subordinate Loan, are sometimes, collectively, referred to herein as the "Loans"; and WHEREAS, the Subordinate Mortgage and Regulatory Agreement are subordinate and inferior to the Senior Mortgage in all respects; and WHEREAS, in connection with the making of the Funding Loan and Taxable Loan and subject to the terms of this Agreement, the Subordinate Lender has agreed to subordinate and make inferior: (i) the right, title, lien and interest created by the Subordinate Mortgage to the right, title, lien, and interest of the Senior Mortgage; and (ii) Subordinate Lender's rights to receive any payments under or on account of the Subordinate Loan Documents to Funding Lender's rights to receive payments under or on account of the Senior Loan Documents. NOW, THEREFORE, for and in consideration of Ten Dollars ($10.00), the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt, adequacy, and sufficiency of all of which are hereby acknowledged, Subordinate Lender hereby covenants and agrees as follows: 1. Recitals Incorporated. The recitals set forth hereinabove are incorporated herein by reference to the same extent and with the same force and effect as if fully set forth hereinbelow, provided, however, that such recitals shall not be deemed to modify the express provisions hereinafter set forth. 2. Subordination. (a) Subordinate Lender, for itself, its successors, and assigns (including, without limitation, all subsequent holders of the Subordinate Note and the Subordinate Mortgage) does hereby subordinate (a) the Subordinate Mortgage and Regulatory Agreement, (b) all of the indebtedness now or hereafter secured by the Subordinate Mortgage and Regulatory Agreement, and (c) all of its right, title, lien, and interest in and to the Leasehold Interest and the Land and the rents, issues, and profits therefrom, to (i) the Senior Mortgage, (ii) all of the indebtedness now or hereafter secured by the Senior Mortgage, and (iii) all of the right, title, lien and interest held by Funding Lender, its successors, and assigns (including, without limitation, all subsequent holders of the Project Loan Note, Taxable Note and the Senior Mortgage), in and to the Leasehold Interest and the Land and the rents, issues, and profits therefrom, under and pursuant to (W) the Project Loan Note, (X) the Taxable Note, (Y) the Senior Mortgage, and (Z) all of the other Senior Loan Documents, and any and all extensions, renewals, modifications, and replacements thereof. From and after the date hereof, all of the documents, indebtednesses, right, title, lien, and interest described in clauses (a), (b) and (c) hereinabove shall be subject and subordinate to all of the documents, indebtednesses, right, title, lien, and interest described in clauses (i), (ii) and (iii) hereinabove. (b) Subordinate Lender, for itself, its successors, and assigns (including, without limitation, all subsequent holders of the Subordinate Note and the Subordinate Mortgage) does hereby agree that, notwithstanding anything provided in the Subordinate Loan Documents to the contrary, so long as the indebtedness evidenced by the Project Loan Note, Taxable Note and the other Senior Loan Documents (the "Senior Lender Obligations") remains outstanding, unless Funding Lender shall consent in writing: (A) all of the Senior Lender Obligations shall be paid and satisfied in full before any payment is made on account of the indebtedness evidenced by the Subordinate Note and the other Subordinate Loan Documents (the "Subordinate Lender Obligations"); and (B) no prepayment of the Subordinate Lender Obligations shall be made. In the event that any payment is made to Subordinate Lender on account of the principal, 4 Haley Sofge 750 Preservation Subordination Agreement (City) interest, fees, or other amounts on or with respect to the Subordinate Lender Obligations which is not permitted hereunder, such payment shall be held by Subordinate Lender in trust for the benefit of Funding Lender and shall be paid forthwith over and delivered to Funding Lender for application to the payment of all of the Senior Lender Obligations remaining unpaid. (c) Subordinate Lender agrees that, upon Conversion, the Permanent Funding Lender shall have the right to amend and restate the Project Loan Note and the Security Instrument, and the right to amend, restate, waive, postpone, extend, renew, replace, reduce or otherwise modify any provision of any of the other Senior Loan Documents, without notice to or the consent or joinder of the Subordinate Lender. Notwithstanding anything to the contrary stated herein, the Permanent Funding Lender may not modify, without the prior written consent of the Subordinate Lender, any provision of the Security Instrument that increases the indebtedness of Borrower to Permanent Funding Lender (the "Senior Indebtedness"), except for increases in the Senior Indebtedness that result from advances made by Permanent Funding Lender to protect the security or lien priority of Permanent Funding Lender under the Security Instrument or to cure defaults under any subordinate mortgage or the Security Instrument. (d) Subordinate Lender agrees that in the event Funding Lender waives a default or an event of default under the Senior Loan Documents and continues to make advances under the Senior Loan Documents, Subordinate Lender will continue to make advances under the Subordinate Loan Documents notwithstanding such default or event of default. (e) Subordinate Lender agrees that the distribution of proceeds from any casualty or other insurance covering all or any portion of the Land and/or Project and any and all condemnation awards relating to all or any portion of the Land and/or Project shall be in accordance with the terms of the Senior Loan Documents. 3. Amendments to the Subordinate Loan Documents. Subordinate Lender hereby agrees that, notwithstanding anything provided in the Subordinate Loan Documents to the contrary, so long as the Senior Lender Obligations remain outstanding, unless Funding Lender shall consent in writing, Subordinate Lender shall not (a) amend or modify the provisions of the Subordinate Note, the Subordinate Mortgage or Regulatory Agreement; or (b) seek to foreclose the Subordinate Mortgage or otherwise enforce its lien against the Leasehold Interest. 4. Bankruptcy. Upon any distribution of the assets or properties of Borrower or upon any dissolution, winding up, liquidation, bankruptcy or reorganization involving Borrower (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditors or otherwise, herein referred to as a "Proceeding"): (a) Funding Lender shall first be entitled to receive payment in full of the principal of and interest on the Senior Lender Obligations and all fees and any other payments (including post -petition interest and all costs and expenses) due pursuant to the terms of the Senior Loan Documents, before Subordinate Lender is entitled to receive any payment on account of the Subordinate Lender Obligations; and (b) any payment or distribution of the assets or properties of Borrower of any kind or character, whether in cash, property, or securities, to which Subordinate Lender would be entitled except for the provisions of this Agreement, shall be paid by the debtor in possession, liquidating trustee or agent or other person making such payment or distribution directly to Funding Lender; and (c) in the event that, notwithstanding the foregoing, any payment or distribution of the assets or properties of Borrower of any kind or character, whether in cash, property, or securities, shall be received 5 Haley Sofge 750 Preservation Subordination Agreement (City) by Subordinate Lender on account of principal, interest, fees, or other amounts on or with respect to the Subordinate Lender Obligations before all of the Senior Lender Obligations are paid in full, such payment or distribution shall be received and held in trust for and shall be paid over to Funding Lender forthwith, for application to the payment of the Senior Lender Obligations until all such Senior Lender Obligations shall have been paid in full in accordance with the terms of the Senior Loan Documents. To effectuate the foregoing, Subordinate Lender does hereby irrevocably assign to Funding Lender all of Subordinate Lender's rights as a secured or unsecured creditor in any Proceeding and authorizes Funding Lender to take, or refrain from taking, any action to assert, enforce, modify, waive, release or extend Subordinate Lender's lien and/or claim in such Proceeding, including but not limited to (a) filing a proof of claim arising out of the Subordinate Lender Obligations, (b) voting or refraining from voting claims arising from the Subordinate Lender Obligations, either in Funding Lender's name or in the name of Funding Lender as attorney -in -fact of Subordinate Lender, (c) accepting or rejecting any payment or distribution made with respect to any claim arising from the Subordinate Lender Obligations and applying such payment and distribution to payment of Funding Lender's claim until the Senior Lender Obligations are paid and satisfied in full in accordance with their terms, and (d) taking any and all actions and executing any and all instruments necessary to effectuate the foregoing and, inter alia, to establish Funding Lender's entitlement to assert Subordinate Lender's claim in such Proceeding. 5. Continuing Benefits. No right of Funding Lender or any present or future holder of the Senior Lender Obligations to enforce the subordination as provided herein shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of Borrower or any other party, whether borrower, guarantor or otherwise, or by any act or failure to act, in good faith, by the holder of the Senior Lender Obligations, or by any noncompliance by Borrower or any borrower, guarantor or otherwise with the terms of the Project Loan Note, the Taxable Note or any of the other Senior Loan Documents regardless of any knowledge thereof which such holder may have or be otherwise charged with. 6. Enforcement of Subordination. Upon the occurrence and during the continuance of a default or event of default under the Subordinate Loan Documents (however defined therein), Subordinate Lender, by its execution of this Agreement, authorizes and expressly directs Funding Lender to take such action as may be necessary or appropriate, in Funding Lender's sole discretion, from time to time to effectuate the subordination provided herein and hereby appoints Funding Lender its attorney -in -fact for such purpose, including, without limitation, in the event of any dissolution, winding up, liquidation, or reorganization of Borrower (whether in bankruptcy, insolvency, or receivership proceedings or upon an assignment for the benefit of creditors or otherwise) tending toward liquidation of the business or the assets of Borrower, the immediate filing of a claim for the unpaid balance of the Subordinate Lender Obligations in the form required in such proceedings, the voting of such claim during the pendency of such proceedings, and the taking of all steps necessary to cause such claim to be approved. 7. Subordinate Loan Documents. Subordinate Lender hereby warrants and represents to Funding Lender that (a) the executed Subordinate Loan Documents are substantially in the same form as those submitted to, and previously approved by, Funding Lender prior to the date of this Agreement, and (b) Subordinate Lender has no knowledge of any default or event of default under the Subordinate Note, the Subordinate Mortgage, the Regulatory Agreement or any other Subordinate Loan Documents which has not been cured or waived. Subordinate Lender hereby warrants and represents that none of the documents and instruments referred to in this Section have been modified or amended except as previously disclosed in writing to Funding Lender. 8. Representations. Warranties and Covenants of Subordinate Lender. Subordinate Lender hereby covenants, agrees, warrants, represents, and certifies unto Funding Lender that: 6 Haley Sofge 750 Preservation Subordination Agreement (City) (a) Subordinate Lender is the owner and holder of the Subordinate Note, the Subordinate Mortgage and the other Subordinate Loan Documents; (b) None of the Subordinate Note, Subordinate Mortgage or Regulatory Agreement have been extended, renewed, amended, transferred, or otherwise modified except as set forth herein; (c) This Agreement has been duly authorized by Subordinate Lender, the persons executing, acknowledging, and delivering this Agreement on behalf of Subordinate Lender are fully authorized to do so, and all of the terms and provisions of this Agreement are fully enforceable against Subordinate Lender and its successors and assigns; (d) All payments, installments, and charges due and payable under the Subordinate Note to date have been paid and the total indebtedness evidenced by the Subordinate Note as of the date hereof is $1,750,000.00; (e) The indebtedness evidenced by the Subordinate Note is the only indebtedness secured by the Subordinate Mortgage, as applicable; (f) To the knowledge of Subordinate Lender, there exists no default or event of default of any nature under the terms and provisions of the Subordinate Note, the Subordinate Mortgage, any other Subordinate Loan Documents, or combination thereof, and no condition which, with the giving of notice and/or the passage of time, would result in such an event of default; (g) Subordinate Lender agrees and covenants that copies of all notices, communications, or designations required or permitted under the Subordinate Note, the Subordinate Mortgage or the Regulatory Agreement shall be sent to Funding Lender at the address specified in Section 14 hereof, or at such other address as Funding Lender shall furnish to Subordinate Lender in the manner provided in Section 14 hereof; (h) In no event shall the terms and provisions of the Subordinate Note, the Subordinate Mortgage or the Regulatory Agreement be modified, amended, renewed, or extended, unless Funding Lender shall first consent in writing to such modification, amendment, renewal, or extension, which consent may be withheld in Funding Lender's sole judgment; (i) In the event that on the date of this Agreement any default shall exist under the terms and provisions of the Subordinate Note, the Subordinate Mortgage or the Regulatory Agreement, neither Subordinate Lender nor its successors or assigns shall exercise any of the remedies without first providing notice to, and receiving consent from, Funding Lender, which consent shall not be unreasonably withheld; and (j) Subordinate Lender acknowledges and understands that Funding Lender will rely upon the certifications, warranties, representations, covenants, and agreements contained herein as a material consideration and inducement in making, servicing, extending or modifying the Project Loan, the Taxable Loan or the Funding Loan (and making advances thereof), as applicable. 9. Dealings with Borrower. Funding Lender may extend, renew, modify, or amend the terms of the Senior Lender Obligations and any of the Senior Loan Documents, or extend, renew, modify, or amend the terms of any security therefor and release, transfer, assign, sell, or exchange such security and otherwise deal freely with Borrower to the same extent as could any person, all without notice to or consent of Subordinate Lender and without affecting the liabilities and obligations of Subordinate Lender, pursuant to the provisions hereof. 7 Haley Sofge 750 Preservation Subordination Agreement (City) 10. Assignment of the Senior Lender Obligations. Funding Lender may assign or transfer any or all of the Senior Lender Obligations and/or any interest therein or herein and, notwithstanding any such assignment or transfer or any subsequent assignment or transfer thereof, such Senior Lender Obligations shall be and remain senior to the Subordinate Lender Obligations, and the Subordinate Lender Obligations shall be and remain subject and subordinate to the Senior Lender Obligations for the purposes of this Agreement, and every immediate and successive assignee or transferee of any of the Senior Lender Obligations or of any interest therein or herein shall, to the extent of the interest of such assignee or transferee in the Senior Lender Obligations, be entitled to the benefits of this Agreement to the same extent as if such assignee or transferee were Funding Lender; provided, however, that, unless Funding Lender shall otherwise consent in writing, Funding Lender shall have an unimpaired right, prior and superior to that of any such assignee or transferee, to enforce this Agreement, for the benefit of Funding Lender, as to those portions of the Senior Lender Obligations which Funding Lender has not assigned or transferred. 11. Waiver; Modification. No delay on the part of Funding Lender in the exercise of any right or remedy shall operate as a waiver thereof, and no single or partial exercise by Funding Lender of any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy; nor shall any modification or waiver of any of the provisions of this Agreement be binding upon Funding Lender except as expressly set forth in a writing duly signed and delivered by or on behalf of Funding Lender. 12. Waiver of Rights. Borrower hereby waives (a) notice of acceptance of this Agreement by Funding Lender, (b) notice of the existence or creation or nonpayment of all or any of the Senior Lender Obligations, and (c) all diligence in the collection or protection of or realization upon the Senior Lender Obligations or the collateral therefor. 13. Legend. Subordinate Lender and Borrower hereby agree to cause all instruments evidencing indebtedness or other obligations of Borrower to Subordinate Lender which are or may be subject to the provisions of this Agreement to be subject to an appropriate legend to the effect that such indebtedness or other obligation evidenced by such instrument is subordinated to the Senior Lender Obligations in the manner and to the extent set forth in this Agreement, and Subordinate Lender will make appropriate entries in the books and records of Subordinate Lender to indicate that the Subordinate Lender Obligations are subject to the Senior Lender Obligations. 14. Notices. Any notice, demand, designation, or other communication which is required or permitted to be given under the terms and provisions of this Agreement shall be deemed to by duly given and received on the date the same shall be personally delivered to the party to whom the same is addressed at the address hereinbelow specified (including delivery by a professional overnight courier service), or on the third day after the same shall be deposited in the United States mail, certified mail, return receipt requested postage prepaid, addressed to the party to whom the same is addressed at the address hereinbelow specified: If to the Borrower: Haley Sofge 750 Preservation, LLC c/o The Related Group 2850 Tigertail Avenue, 7th Floor Miami, Florida 33133 Attention: Tony Del Pozzo with copies to: 8 Haley Sofge 750 Preservation Subordination Agreement (City) Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. 150 West Flagler Street Miami, Florida 33130 Attention: Brian J. McDonough, Esq. and: Bilzin Sumberg Baena Price & Axelrod LLP 1450 Brickell Avenue, 23' Floor Miami, Florida 33130 Attention: Terry M. Lovell, Esq. If to Initial Funding Lender: Bank of America, N.A. IL4-540-22-27 Bank of America Plaza 540 W. Madison Street Chicago, Illinois 60661 Attention: Loan Administration with copies to: Holland & Knight LLP 787 Seventh Avenue, 31' Floor New York, New York 10019 Attention: Kathleen M. Furey, Esq. If to Permanent Funding Lender: Massachusetts Mutual Life Insurance Company c/o Barings LLC 300 S. Tryon Street, Suite 2500 Charlotte, North Carolina 28202 Attention: Finance Group Loan Servicing Loan No.: LAN 1 with copies to: Massachusetts Mutual Life Insurance Company c/o Barings Multifamily Capital LLC 300 S. Tryon Street, Suite 2500 Charlotte, North Carolina 28202 Attention: Finance Group Loan Servicing Loan No.: LAF[ 1 Barings LLC 300 S. Tryon Street, Suite 2500 Charlotte, North Caolina 28202 Attention: Legal Department, Real Estate Finance Loan No.: LAF{ 1 9 Haley Sofge 750 Preservation Subordination Agreement (City) NewPoint Real Estate Capital LLC 5800 Tennyson Parkway, Suite 200 Plano, Texas 75024 Attention: Loan Administration Loan No.: LAF[ 1 Kutak Rock LLP The Omaha Building 1650 Farnam Street Omaha, Nebraska 68102 Attention: Brian Eades, Esq. If to Subordinate Lender: City of Miami Department of Housing and Community Development 444 S.W. 2nd Avenue, 9th Floor Miami, FL 33130-1910 Attention: Victor Turner, Director with copies to: City of Miami 444 S.W. 2nd Avenue Miami, Florida 33130 Attention: George K. Wysong III, City Attorney Any party hereto may by written notice given to the others in the manner herein provided change the address to which any such notice, demand, designation, or other communication shall be thereafter given to it. 15. Priority. The priorities herein specified are applicable irrespective of the time of creation of the Senior Lender Obligations or the Subordinate Lender Obligations. 16. No Modification to Senior Loan Documents. This Agreement is not intended to modify and shall not be construed to modify any term or provision of the Project Loan Note, the Taxable Note, the Senior Mortgage or any other documents or instruments evidencing, securing, guaranteeing the payment of, or otherwise relating to the indebtedness evidenced by the Project Loan Note, the Taxable Note or the Governmental Note, as applicable, or secured by the Senior Mortgage, or both. 17. Further Assurances. So long as the Senior Mortgage shall affect the Land or any portion thereof, Subordinate Lender, its successors or assigns, or any other legal holder of the Subordinate Mortgage, as the case may be, shall execute, acknowledge, and deliver upon the demand of Funding Lender, at any time or times, any and all further documents or instruments in recordable form for the purpose of further confirming the subordination and the agreements herein set forth. 18. Estoppel Certificate. Subordinate Lender hereby agrees that within ten (10) days after written demand of Funding Lender, it shall execute, acknowledge and deliver a certification setting forth the total amount of indebtedness owed to it which shall be then secured by any portion of the Land, and any and all such certifications shall be conclusive as to the matters set forth therein, and shall be fully binding 10 Haley Sofge 750 Preservation Subordination Agreement (City) upon Subordinate Lender, its successors and assigns. Notwithstanding the foregoing, Subordinate Lender shall not be obligated to give such a certification more frequently than once every calendar month. 19. Counterpart Signatures. This Agreement may be executed in several counterparts, and by the parties hereto on separate counterparts, and each counterpart, when executed and delivered, shall constitute anoriginal agreement enforceable against all who signed it without production of or accounting for any other counterpart, and all separate counterparts shall constitute the same agreement. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] [SIGNATURE PAGES TO FOLLOW] 11 Haley Sofge 750 Preservation Subordination Agreement (City) IN WITNESS WHEREOF, Subordinate Lender and Initial Funding Lender have caused this instrument to be executed by its duly authorized officer as of the day and year first above written. WITNESS OR ATTEST: BANK OF AMERICA, a national banking association Name: Address: By: Binyamin Rosenbaum Senior Vice President Name: , Address: Address: Bank of America, N.A. 401 E. Las Olas Blvd. Fort Lauderdale, Florida 33301 STATE OF FLORIDA s ) COUNTY OF ) The foregoing instrument was acknowledged before me by means of ❑ physical presence or ❑ online notarization, this day of , 2025 by Binyamin Rosenbaum, a Senior Vice President of Bank of America, N.A., a national banking association, on behalf of said Bank. He is personally known to me or has produced as identification. Printed Name: Notary Public Serial Number (if any): My Commission Expires: S-1 Haley Sofge 750 Preservation Subordination Agreement (City) WITNESS OR ATTEST: APPROVED AS TO FORM AND CORRECTNESS: eorge K ysong III City Attorney 919+2 —j31g Address: City of Miami 444 S.W. 2nd Avenue, 9tFloor Miami, Florida 33130 SUBORDINATE LENDER: CITY OF MIAMI, a municipal corporation of the State of Florida By: Arthur oriega V, City Manager STATE OF FLORIDA COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me by means pf �sical presence or [ ] o ine notarization this a day of �(AVE, I ) 2025, by L1k v lsj r 1( G� , as j, �unuri�t,� on behalf of the City of Miami, a municipal corporation of the Statid of Florida. He i personally known to me or has produced as identification. SANDRA GILBERT MY COMMISSION # HH 623478 EXPIRES: April 20, 2029 Printed Name Notary Public Serial Number (if any): My Commission Expires: S-2 Haley Sofge 750 Preservation Subordination Agreement (City) CONSENT OF BORROWER Borrower acknowledges receipt of a copy of this Subordination Agreement, dated as of the date first written above, by Bank of America, N.A. and the City of Miami, and consents to the agreement of the parties and the obligations and rights of Borrower as a third party beneficiary as set forth in this Agreement. WITNESS OR ATTEST: Name: LuV. 17-;%A1fro' Address:2g o lQielit Name: S.tOI ,V\ kANN CV1C\-(011q Address: `a.QSO ¶9(ffo.UA'i, S1/41itt SOO I )iaWti (1. l 3313.E STATE OF FLORIDA COUNTY OF HALEY SOFGE 750 PRESERVATION, LLC, a Florida limited liability company By: Haley Sofge 750 Preservation Manager, LLC, a Florida limited liability company, its manager By: Tony Del Pozzo Vice President Address: 2850 Tigertail Avenue, 7th Floor Miami, Florida 33133 Attention: Tony Del Pozzo The foregoing instrumnt was ac yowled ed before me by means of (8 physical presence or El online notarization, this (1)My of (1 q� ��` , 2025 by Tony Del Pozzo, as Vice President of Haley Sofge 750 Preservation Manager, LLC, a Florida limited liability company, the manager of Haley Sofge 750 Preservation, LLC, a Florida limited liability company. He is personally known to me or has produced as identification. OJIAA Printed Name: Ni G r-Less.A. Pl Notary Public I' Serial Number (if any): �t'[ 2--1 53 My Commission Expires: S-3 VANESSA PILOTO MY COMMISSION # HH 213353 EXPIRES: February 18, 2026 Haley Sofge 750 Preservation Subordination Agreement (City) CONSENT OF FISCAL AGENT Fiscal Agent acknowledges receipt of a copy of this Subordination Agreement, dated as of the date first written above, by Bank of America, N.A. and the City of Miami, and consents to the agreement of the parties and the obligations and 'rights of Fiscal Agent as a third party beneficiary as set forth in this Agreement. WITNESS OR ATTEST: THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association Name: Address: Name: Address: STATE OF FLORIDA COUNTY OF By: Stephanie A. Greene -Matthews Vice President Address: The Bank of New York Mellon Trust Company, N.A. 4655 Salisbury Road, Suite 300 Jacksonville, Florida 32256 The foregoing instrument was acknowledged before me by means of 0 physical presence or 0 online notarization, this day of , 2025 by Stephanie A. Greene -Matthews, as Vice President of The Bank of New York Mellon Trust Company, N.A., a national banking association. She is personally known to me or has produced as identification. Printed Name: Notary Public Serial Number (if any): My Commission Expires: S-4 Haley Sofge 750 Preservation Subordination Agreement (City) EXHIBIT A Legal Description Lessee's interest in that certain unrecorded Ground Lease by and between Miami -Dade County, a political subdivision of the State of Florida, as Lessor, and Haley Sofge 750 Preservation, LLC, a Florida limited liability company, as Lessee, dated , memorialized by that certain Memorandum of Ground Lease dated , recorded at Official Records Book , Page , of the Public Records of Miami - Dade County, Florida, demising the following described Land: A PORTION OF TRACT "A", OF MIAMI RIVER COMPLEX FLORIDA 5-26, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 92, PAGE 39, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE INTERSECTION OF CENTERLINES OF NW 7th STREET AND NW 13th AVENUE, THENCE N00°01'30"W ALONG SAID CENTERLINE OF NW 13th AVENUE, A DISTANCE OF 336.64 FEET; THENCE S89°58'30"W, A DISTANCE OF 25.00 FEET TO A POINT ON THE WESTERLY RIGHT OF WAY LINE OF SAID NW 13th AVENUE, ALSO BEING THE POINT OF BEGINNING; THENCE S89°58'31"W, A DISTANCE OF 273.45 FEET; THENCE N00°02'31 "W, A DISTANCE OF 159.48 FEET; THENCE N22°35'16"E, A DISTANCE OF 246.02 FEET; THENCE S67°24'44"E, A DISTANCE OF 108.47 FEET; THENCE S89°58'25"E, A DISTANCE OF 78.77 FEET TO A POINT ON THE WESTERLY RIGHT OF WAY LINE OF NW 13th AVENUE; THENCE S00°01'30"E ALONG SAID WESTERLY RIGHT OF WAY LINE, A DISTANCE OF 344.81 FEET TO A POINT OF BEGINNING. Ex A-1 ')-55 *j4. Haley Sofge 750 Preservation Subordination Agreement (City)