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HomeMy WebLinkAbout25876AGREEMENT INFORMATION AGREEMENT NUMBER 25876 NAME/TYPE OF AGREEMENT BANK OZK, FLORIDA HOUSING FINANCE CORPORATION, CITY OF MIAMI, MIAMI-DADE COUNTY & YAEGER PLAZA PARTNERS, LLC DESCRIPTION SUBORDINATION AGREEMENT (AFFORDABLE)/1199 NW 62 ST/FILE ID: 17698/R-25-0189/MATTER ID: 25-2563 EFFECTIVE DATE ATTESTED BY TODD B. HANNON ATTESTED DATE 12/11/2025 DATE RECEIVED FROM ISSUING DEPT. 12/17/2025 NOTE (YAEGER PLAZA/ SAIL / ELI / NHTF / RFA 2023-205 / 2024-012SN) a bcb1IQ Prepared By/Return To: Tiber Hudson LLC 1340 Smith Avenue, Suite 200 Baltimore, Maryland 21209 Attention: Matthew M. Grant, Esq. [Reserved] SUBORDINATION AGREEMENT (Affordable) THIS SUBORDINATION AGREEMENT (this "Agreement") dated as of [September _, 2025], is executed by and among (i) BANK OZK, an Arkansas state banking corporation ("Senior Lender"), (ii) FLORIDA HOUSING FINANCE CORPORATION, a public corporation and a public body corporate and politic duly created and existing under the laws of the State of Florida ("FHFC"), (iii) CITY OF MIAMI, a municipal corporation of the State of Florida ("City"), (iv) MIAMI-DADE COUNTY, FLORIDA, a political subdivision of the State of Florida ("County"), and (v) YAEGER PLAZA PARTNERS, LLC, a Florida limited liability company ("Borrower"). RECITALS: A. Pursuant to that certain Construction Loan Agreement dated as of the date hereof, executed by and between Borrower and Senior Lender (as amended, restated, replaced, supplemented or otherwise modified from time to time, the "Senior Loan Agreement"), Senior Lender has agreed to make a construction loan to Borrower in the original principal amount Thirty -Three Million and No/100 Dollars ($33,000,000) (the "Senior Loan"). The Borrower's obligation to repay the Senior Loan is evidenced by that certain Promissory Note dated as of the date hereof, executed by Borrower and made payable to the order of Senior Lender (as amended, restated, replaced, supplemented or otherwise modified from time to time, the "Senior Note"). B. In addition to the Senior Loan Agreement, the Senior Loan and the Senior Note are also secured by a certain Leasehold Multifamily Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated as of the date hereof (as amended, restated, replaced, supplemented or otherwise modified from time to time, the "Senior Mortgage"), encumbering the property described in the Senior Security Instrument as the "Mortgaged Property," as more particularly described on Exhibit A attached hereto. C. Pursuant to that certain Construction Loan Agreement dated as of [September _, 2025] (the "SAIL/ELI Loan Agreement"), by and among FHFC, Borrower and First Housing Development Corporation of Florida, a Florida corporation ("First Housing"), FHFC has made or is making a loan to Borrower in the original principal amount of [Three Million Seven Hundred Fifty Thousand and No/100 Dollars ($3,750,000)] (consisting of an award of SAIL Program funds in the amount of [Three Million and No/100 Dollars ($3,000,000)] and an award of ELI Program funds in the amount of [Seven Hundred Fifty Thousand and No/100 Dollars ($750,000)] (the "SAIL/ELI Loan"). The SAIL/ELI Loan is evidenced by those certain Promissory Notes each dated as of the date hereof and payable to FHFC (together, the "SAIL/ELI Note") and secured by that certain Leasehold Mortgage and Security Agreement dated as of the date hereof (the "SAIL/ELI Mortgage") encumbering all or a portion of the Mortgaged Property. Subordination Agreement 1 Yaeger Plaza 4924-4941-9340, v. 4 (YAEGER PLAZA/ SAIL / ELI / NHTF / RFA 2023-205 / 2024-012SN) D. In accordance with the terms of that certain Construction Loan Agreement dated as of [September _, 2025] (the "NHTF Loan Agreement") by and among FHFC, Borrower and First Housing, FHFC has made or is making a loan to Borrower in the original principal amount of [One Million Eight Hundred Fifty Thousand and No/100 ($1,850,000)] (the "NHTF Loan"). The NHTF Loan is evidenced by that certain Promissory Note dated as of the date hereof and payable to FHFC (the "NHTF Note") and secured by that certain Leasehold Mortgage and Security Agreement dated as of the date hereof (the "NHTF Mortgage") encumbering all or a portion of the Mortgaged Property. E. In accordance with the terms of that certain Loan Agreement dated as of [September _, 2025] (the "County HOME Loan Agreement"), by and between the County and the Borrower, the County has made or is making a loan to Borrower in the original principal amount of [Two Million and No/100 Dollars ($2,000,000)] (the "County HOME Loan"). The County HOME Loan is evidenced by that certain Promissory Note dated as of the date hereof and payable to the County (the "County HOME Note") and secured by that certain Leasehold Mortgage. and Security Agreement and Assignment of Leases, Rents and Profits dated as of the date hereof (the "County HOME Mortgaqe") encumbering all or a portion of the Mortgaged Property. F. In accordance with the terms of that certain Loan Agreement dated as of [September _, 2025] (the "County Surtax Loan Agreement"), by and between the County and the Borrower, the County has made or is making a loan to Borrower in the original principal amount of [Five Hundred Thousand and No/100 Dollars ($500,000)] (the "County Surtax Loan"). The County Surtax Loan is evidenced by that certain Promissory Note dated as of the date hereof and payable to the County (the "County Surtax Note") and secured by that certain Leasehold Mortgage and Security Agreement and Assignment of Leases, Rents and Profits dated as of the date hereof (the "County Mortgage") encumbering all or a portion of the Mortgaged Property. G. Pursuant to that certain Miami Forever Bond Loan Agreement dated as of [September , 2025] (the "City Loan Agreement"), by and between the City and the Borrower, the City has made or is making a loan to Borrower in the original principal amount of [Three Million and No/100 Dollars ($3,000,000)] (the "City Loan"). The City Loan is evidenced by that certain Promissory Note dated as of the date hereof and payable to the City (the "City Note") and secured by that certain [Leasehold] Mortgage and Security Agreement dated as of the date hereof (the "City Mortgage") encumbering all or a portion of the Mortgaged Property. Senior Lender has agreed to permit the subordinate loans to Borrower from FHFC, the City and the County and to allow subordinate mortgage liens securing such loans against the Mortgaged Property subject to all of the conditions contained in this Agreement. AGREEMENTS: NOW, THEREFORE, in order to induce Senior Lender to permit the subordinate loans to Borrower from FHFC, the City and the County, and to allow subordinate mortgage liens securing such loans against the Mortgaged Property, and in consideration thereof, Senior Lender, FHFC, the City, the County and Borrower agree as follows: 1. Recitals. The recitals set forth above are incorporated herein by reference. 2. Definitions. In addition to the terms defined in the Recitals to this Agreement, for purposes of this Agreement the following terms have the respective meanings set forth below: Subordination Agreement 2 Yaeger Plaza 4924-4941-9340, v. 4 (YAEGER PLAZA/ SAIL / ELI / NHTF / RFA 2023-205 / 2024-012SN) "Affiliate" means, when used with respect to a Person, any corporation, partnership, joint venture, limited liability company, limited liability partnership, trust or individual Controlled by, under common Control with, or which Controls such Person, and in all cases any other Person that holds fifty percent (50%) or more of the ownership interests in such Person. "Architect" means Corwil Architects, Inc., a Florida corporation. "Borrower" means the Person named as such in the first paragraph on page 1 of this Agreement, any successor or assign of Borrower, including without limitation, a receiver, trustee or debtor -in -possession and any other Person (other than Senior Lender) who acquires title to the Mortgaged Property after the date of this Agreement. "Business Day" means any day other than (a) a Saturday, (b) a Sunday, (c) a day on which Senior Lender is not open for business, or (d) a day on which the Federal Reserve Bank of New York is not open for business. "City Loan Documents" means all documents which evidence, guarantee, secure or otherwise pertain to the City Loan, including but not limited to the City Loan Agreement, City Mortgage, City Note and any regulatory agreement, development agreement or use restriction related to the City Loan. "Condemnation Action" means any action or proceeding, however characterized or named, relating to any condemnation or other taking, or conveyance in lieu thereof, of all or any part of the Mortgaged Property, whether direct or indirect. "Control" (including with correlative meanings, the terms "Controlling," "Controlled by" and "under common Control with"), as applied to any entity, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or operations of such entity, whether through the ownership of voting securities, ownership interests or by contract or otherwise. "County Loan Documents" means all documents which evidence, guarantee, secure or otherwise pertain to the County Loan, including but not limited to the County Loan Agreement, County Mortgage, County Note and any regulatory agreement, development agreement or use restriction related to the County Loan. "County Loan Documents" means all documents which evidence, guarantee, secure or otherwise pertain to the County Loan, including but not limited to the County Loan Agreement, County Mortgage, County Note and any regulatory agreement, development agreement or use restriction related to the County Loan. "Default Notice" means: (a) a copy of any written notice from Senior Lender to Borrower and Subordinate Lender stating that a Senior Loan Default has occurred under the Senior Loan Documents; or (b) a copy of the written notice from Subordinate Lender to Borrower and Senior Lender stating that a Subordinate Loan Default has occurred under the Subordinate Loan Documents. Each Default Notice shall specify the default upon which such Default Notice is based. "Equity Investor" means Wincopin Circle LLLP, a Maryland limited liability limited partnership, together with its successors and assigns. "General Contractor" means together, jointly and severally, Florida Lemark Corporation, a Florida corporation, and Integral Florida LLC, a Florida limited liability company. "NHTF Loan Documents" means all documents which evidence, guarantee, secure or otherwise pertain to the NHTF Loan, including but not limited to the NHTF Loan Agreement, NHTF Mortgage, NHTF Note and any regulatory agreement, development agreement or use restriction related to the NHTF Loan. Subordination Agreement 3 Yaeger Plaza 4924-4941-9340, v. 4 (YAEGER PLAZA/ SAIL / ELI / NHTF / RFA 2023-205 / 2024-012SN) "Person" means an individual, an estate, a trust, a corporation, a partnership, a limited liability company or any other organization or entity (whether governmental or private). "SAIL/ELI Loan Documents" means all documents which evidence, guarantee, secure or otherwise pertain to the SAIL/ELI Loan, including but not limited to the SAIL/ELI Loan Agreement, SAIL/ELI Loan Mortgage, SAIL/ELI Note and any regulatory agreement, development agreement or use restriction related to the SAIL/ELI Loan. "Senior Lender" means, collectively, Senior Lender and its successors and assigns and any other Person who becomes the legal holder of the Senior Loan after the date of this Agreement. "Senior Loan Default" means the occurrence of an "Event of Default" as that term is defined in the Senior Loan Documents. "Subordinate Lender" means, collectively, FHFC, the City and the County, any successor or assign of FHFC, the City and the County, including without limitation, a receiver, trustee or debtor -in -possession and any other Person who becomes the legal holder of the Subordinate Note after the date of this Agreement. "Subordinate Loan Default" means a default by Borrower in performing or observing any of the terms, covenants or conditions in the Subordinate Loan Documents to be performed or observed by it, which continues beyond any applicable period provided in the Subordinate Loan Documents for curing the default. "Subordinate Loan Documents" means, collectively, the City Loan Documents, the County Loan Documents, the NHTF Loan Documents and the SAIL/ELI Loan Documents. "Subordinate Note" means the promissory notes of even date herewith issued by Borrower to Subordinate Lender, or order, to evidence the Subordinate Loan. 3. Priorities. The Parties acknowledge that (i) the Senior Loan shall be secured by, among other security, the Senior Mortgage, which shall constitute a first lien on the Mortgaged Property, (ii) the SAIL/ELI Loan shall be secured by, among other security, the SAIL/ELI Mortgage, which shall constitute a second lien on the Mortgaged Property, (iii) the NHTF Loan shall be secured by, among other security, the NHTF Mortgage, which shall consistent a third lien on the Mortgaged Property, (iv) the County HOME Loan shall be secured by, among other security, the County HOME Mortgage, which shall consistent a [fourth] lien on the Mortgaged Property, (v) the County Surtax Loan shall be secured by,. among other security, the County Surtax Mortgage, which shall consistent a [fifth] lien on the Mortgaged Property, and (vi) the City Loan shall be secured by, among other security, the City Mortgage, which shall constitute a [sixth] lien on the Mortgaged Property. For the purposes of this Agreement, the following terms shall apply: [PLEASE CONFIRM LIEN PRIORITY AS BETWEEN THE TWO COUNTY LOANS AND THE BELOW SECTION WILL BE UPDATED ACCORDINGLY FOR THE FINAL DRAFT] (a) As among the Senior Loan, the SAIL/ELI Loan, the NHTF Loan, the County Loan and the City Loan, the Senior Loan shall be deemed a "Senior Loan" and, the SAIL/ELI Loan, the NHTF Loan, the County Loan and the City Loan shall each be deemed a "Subordinate Loan". (b) As among the SAIL/ELI Loan, the NHTF Loan, the County Loan and the City Loan, the SAIL/ELI Loan shall be deemed a "Senior Loan" and, the NHTF Loan, the County Loan and the City Loan shall each be deemed a "Subordinate Loan". (c) As among the NHTF Loan, the County Loan and the City Loan, the NHTF Loan shall be Subordination Agreement 4 Yaeger Plaza 4924-4941-9340, v. 4 (YAEGER PLAZA/ SAIL / ELI / NHTF / RFA 2023-205 / 2024-012SN) deemed a "Senior Loan" and, the County Loan and the City Loan shall each be deemed a "Subordinate Loan". (d) As between the County Loan and the City Loan, the County Loan shall be deemed a "Senior Loan" and, the City Loan shall be deemed a "Subordinate Loan". (e) As among Senior Lender, FHFC, the Coutny and the City, Senior Lender shall be deemed a "Senior Lender" and each of FHFC, the County and the City shall be deemed a "Subordinate Lender". (f) As among FHFC, the County and the City, FHFC shall be deemed a "Senior Lender" and each of the County and the City shall be deemed a "Subordinate Lender". (g) As between the County and the City, the County shall be deemed a "Senior Lender" and the City shall be deemed a "Subordinate Lender". (h) As among the Senior Loan Documents, the SAIL/ELI Loan Documents, the NHTF Loan Documents, the County Loan Documents and the City Loan Documents, the Senior Loan Documents shall be deemed the "Senior Loan Documents" and the SAIL/ELI Loan Documents, the NHTF Loan Documents, the County Loan Documents and the City Loan Documents shall each be deemed the "Subordinate Loan Documents". (I) As among the SAIL/ELI Loan Documents, the NHTF Loan Documents, the County Loan Documents and the City Loan Documents, the SAIL/ELI Loan Documents shall be deemed the "Senior Loan Documents" and the NHTF Loan Documents, the County Loan Documents and the City Loan Documents shall each be deemed the "Subordinate Loan Documents". Q) As among the NHTF Loan Documents, the County Loan Documents and the City Loan Documents, the NHTF Loan Documents shall be deemed the "Senior Loan Documents" and the County Loan Documents and the City Loan Documents shall each be deemed the "Subordinate Loan Documents". (k) As between the County Loan Documents and the City Loan Documents, the County Loan Documents shall be deemed the "Senior Loan Documents" and the City Loan Documents shall be deemed the "Subordinate Loan Documents". 4. Permission to Place Mortgage Lien Against Mortgaged Property. Senior Lender agrees, notwithstanding the prohibition against inferior liens on the Mortgaged Property contained in the Senior Loan Documents and subject to the provisions of this Agreement, to permit Subordinate Lender to record the Subordinate Mortgage and other recordable Subordinate Loan Documents against the Mortgaged Property to secure Borrower's obligation to repay the Subordinate Note and all other obligations, indebtedness and liabilities of Borrower to Subordinate Lender under and in connection with the Subordinate Loan. 5. Borrower's and Subordinate Lender's Representations and Warranties. Borrower and Subordinate Lender each makes the following representations and warranties to Senior Lender: (a) Subordinate Loan Documents. The Subordinate Loan is evidenced by the Subordinate Note and is secured by the Subordinate Mortgage, the Subordinate Loan Agreement and the Subordinate Loan Documents. (b) Subordinate Note. Each Subordinate Note shall be deemed to contain the following provision:. Subordination Agreement 5 Yaeger Plaza 4924-4941-9340, v. 4 (YAEGER PLAZA/ SAIL / ELI / NHTF / RFA 2023-205 / 2024-012SN) "The indebtedness evidenced by this Note is and shall be subordinate in right of payment to the prior payment in full of the indebtedness evidenced by that certain Promissory Note (and any schedules) dated as of [September _, 2025], in the original principal amount of Thirty -Three Million and No/100 Dollars ($33,000,000) (the "Senior Note"), executed by Yaeger Plaza Partners, LLC, a Florida limited liability company ("Borrower"), and payable to the order of Bank OZK, an Arkansas state banking corporation ("Senior Lender"), to the extent and in the manner provided in that certain Subordination Agreement dated as of [September _, 2025], by and among Borrower, Senior Lender, Florida Housing Finance Corporation, a public corporation and a public body corporate and politic duly created and existing under the laws of the State of Florida, the City of Miami, a body corporate and politic of the State of Florida, and Miami -Dade County, Florida (the "Subordination Agreement"). The Mortgage (and any exhibits) securing this Note is and shall be subject and subordinate in all respects to the liens, terms, covenants and conditions of the Leasehold Multifamily Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (and any exhibits) securing the Senior Note and the terms, covenants and conditions of the Construction Loan Agreement evidencing the terms of the Senior Note, as more fully set forth in the Subordination Agreement. The rights and remedies of the payee and each subsequent holder of this Note and the Mortgage (and any exhibits) securing this Note are subject to the restrictions and limitations set forth in the Subordination Agreement. Each subsequent holder of this Note shall be deemed, by virtue of such holder's acquisition of the Note, to have agreed to perform and observe all of the terms, covenants and conditions to be performed or observed by Subordinate Lender as defined and set forth under the Subordination Agreement." (c) Relationship of Borrower to Subordinate Lender and Senior Lender. Subordinate Lender is not an Affiliate of Borrower and is not in possession of any facts which would lead it to believe that Senior Lender is an Affiliate of Borrower. (d) Term. The term of the Subordinate Note does not end before the stated term of the Senior Note. (e) Subordinate Loan Documents. The executed Subordinate Loan Documents are substantially in the same forms as those submitted to, and approved by, Senior Lender prior to the date of this Agreement. 6. Deliveries. Borrower shall submit the following items to Senior Lender the later of (a) ten (10) Business Days after the date on which the proceeds of the Subordinate Loan are disbursed to Borrower, and (b) the effective date of the Senior Loan Documents: (1) Title Policy Endorsement. An endorsement to the policy of title insurance insuring the lien of the Senior Mortgage which insures that (A) there are no liens or other encumbrances affecting the Mortgaged Property, other than "Permitted Encumbrances" (as defined in the Senior Mortgage), the Subordinate Mortgage, and other Subordinate Loan Documents filed or recorded against the Mortgaged Property, (B) the lien of the Subordinate Mortgage is subordinate to the lien of the Senior Mortgage, and (C) this Agreement has been recorded among the applicable land records. Subordination Agreement 6 Yaeger Plaza 4924-4941-9340, v. 4 (YAEGER PLAZA/ SAIL / ELI / NHTF / RFA 2023-205 / 2024-012SN) (2) Subordinate Loan Documents. A complete set of the fully executed Subordinate Loan Documents, certified by Borrower to be true, correct and complete. 7. Terms of Subordination. (a) Agreement to Subordinate. Senior Lender and Subordinate Lender agree that (1) the indebtedness evidenced by the Subordinate Loan Documents is and shall be subordinated in right of payment, to the extent and in the manner provided in this Agreement, to the prior payment in full of the Indebtedness evidenced by the Senior Loan Documents, and (2) the liens, terms, covenants and conditions of the Subordinate Mortgage and the other Subordinate Loan Documents are and shall be subject and subordinate in all respects to the liens, terms, covenants and conditions of the Senior Mortgage and the other Senior Loan Documents and to all advances heretofore made or which may hereafter be made pursuant to the Senior Mortgage and the other Senior Loan Documents (but only to, all sums advanced for the purposes of (A) protecting the security or lien priority of Senior Lender under the Senior Loan Documents, (B) curing defaults under the Subordinate Loan Documents, or (C) constructing, renovating, repairing, furnishing, fixturing or equipping the Mortgaged Property). (b) Subordination of Subrogation Rights. Subordinate Lender agrees that if, by reason of its payment of real estate taxes or other monetary obligations of Borrower, or by reason of its exercise of any other right or remedy under the Subordinate Loan Documents, it acquires by right of subrogation or otherwise a lien on the Mortgaged Property which (but for this subsection) would be senior to the lien of the Senior Mortgage, then, in that event, such lien shall be subject and subordinate to the lien of the Senior Mortgage. (c) Payments Before Senior Loan Default. Until Subordinate Lender receives a Default Notice (or otherwise acquires actual knowledge) of a Senior Loan Default, Subordinate Lender shall be entitled to retain for its own account all payments made under or pursuant to the Subordinate Loan Documents. (d) Payments After Senior Loan Default. Borrower agrees that, after it receives a Default Notice (or otherwise acquires knowledge) of a Senior Loan Default, it will not make any payments under or pursuant to the Subordinate Loan Documents (including but not limited to principal, interest, additional interest, late payment charges, default interest, attorneys' fees, or any other sums secured by the Subordinate Loan Documents) without Senior Lender's prior written consent. Subordinate Lender agrees that, after it receives a Default Notice from Senior Lender with written instructions directing Subordinate Lender not to accept payments from Borrower on account of the Subordinate Loan, it will not accept any payments under or pursuant to the Subordinate Loan Documents (including but not limited to principal, interest, additional interest, late payment charges, default interest, attorneys' fees, or any other sums secured by the Subordinate Loan Documents) without Senior Lender's prior written consent. If Subordinate Lender receives written notice from Senior Lender that the Senior Loan Default which gave rise to Subordinate Lender's obligation not to accept payments has been cured, waived, or otherwise suspended by Senior Lender, the restrictions on payment to Subordinate Lender in this Section 7 shall terminate, and Senior Lender shall have no right to any subsequent payments made to Subordinate Lender by Borrower prior to Subordinate Lender's receipt of a new Default Notice from Senior Lender in accordance with the provisions of this Section 7(d). Subordination Agreement 7 Yaeger Plaza 4924-4941-9340, v. 4 (YAEGER PLAZA/ SAIL / ELI / NHTF / RFA 2023-205 / 2024-012SN) (e) Remitting Subordinate Loan Payments to Senior Lender. If, after Subordinate Lender receives a Default Notice from Senior Lender in accordance with Section 7(d), Subordinate Lender receives any payments under the Subordinate Loan Documents, Subordinate Lender agrees that such payment or other distribution will be received and held in trust for Senior Lender and unless Senior Lender otherwise notifies Subordinate Lender in writing, will be promptly remitted, in kind to Senior Lender, properly endorsed to Senior Lender, to be applied to the principal of, interest on and other amounts due under the Senior Loan Documents in accordance with the provisions of the Senior Loan Documents. By executing this Agreement, Borrower specifically authorizes Subordinate Lender to endorse and remit any such payments to Senior Lender, and specifically waives any and all rights to have such payments returned to Borrower or credited against the Subordinate Loan. Borrower and Senior Lender acknowledge and agree that payments received by Subordinate Lender, and remitted to Senior Lender under this Section 7, shall not be applied or otherwise credited against the Subordinate Loan, nor shall the tender of such payment to Senior Lender waive any Subordinate Loan Default which may arise from the inability of Subordinate Lender to retain such payment or apply such payment to the Subordinate Loan. (f) Notice of Payment from Other Persons. Subordinate Lender agrees to notify (telephonically or via email, followed by written notice) Senior Lender of Subordinate Lender's receipt from any Person other than Borrower of a payment with respect to Borrower's obligations under the Subordinate Loan Documents, promptly after Subordinate Lender obtains knowledge of such payment. (g) Agreement Not to Commence Bankruptcy Proceeding. Subordinate Lender agrees that during the term of this Agreement it will not commence, or join with any other creditor in commencing any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings against or with respect to Borrower, without Senior Lender's prior written consent. 8. Default Under Subordinate Loan Documents. (a) Notice of Subordinate Loan Default and Cure Rights. Subordinate Lender shall deliver to Senior Lender a Default Notice within five (5) Business Days in each case where Subordinate Lender has given a Default Notice to Borrower. Failure of Subordinate Lender to send a Default Notice to Senior Lender shall not prevent the exercise of Subordinate Lender's rights and remedies under the Subordinate Loan Documents, subject to the provisions of this Agreement. Senior Lender shall have the right, but not the obligation, to cure any Subordinate Loan Default within sixty (60) days following the date of such notice; provided, however that Subordinate Lender shall be entitled, during such sixty (60) day period, to continue to pursue its rights and remedies under the Subordinate Loan Documents. All amounts paid by Senior Lender in accordance with the Senior Loan Documents to cure a Subordinate Loan Default shall be deemed to have been advanced by Senior Lender pursuant to, and shall be secured by, the Senior Loan Agreement and the Senior Mortgage. (b) Subordinate Lender's Exercise of Remedies After Notice to Senior Lender. If a Subordinate Loan Default occurs and is continuing, Subordinate Lender agrees that, without Senior Lender's prior written consent, it will not commence foreclosure proceedings with respect to the Mortgaged Property under the Subordinate Loan Documents or exercise any other rights or remedies it may have under the Subordinate Loan Documents, including, but not limited to accelerating the Subordinate Loan (and enforcing any "due on sale" provision included in the Subordinate Loan Documents), collecting rents, appointing (or seeking the appointment of) a receiver or exercising any other rights or remedies thereunder unless and until it has given Senior Lender at least sixty (60) days prior written notice; during such sixty (60) day period, however, Subordinate Lender shall be entitled to exercise and enforce all other Subordination Agreement 8 Yaeger Plaza 4924-4941-9340, v. 4 (YAEGER PLAZA/ SAIL / ELI / NHTF / RFA 2023-205 / 2024-012SN) rights and remedies available to Subordinate Lender under the Subordinate Loan Documents and/or under applicable laws, including without limitation, rights to enforce covenants and agreements of Borrower relating to income, rent, or affordability restrictions contained in any land use restriction agreement. (c) Cross Default. Borrower and Subordinate Lender agree that a Subordinate Loan Default shall constitute a Senior Loan Default under the Senior Loan Documents and Senior Lender shall have the right to exercise all rights or remedies under the Senior Loan Documents in the same manner as in the case of any other Senior Loan Default. If Subordinate Lender notifies Senior Lender in writing that any Subordinate Loan Default of which Senior Lender has received a Default Notice has been cured or waived, as determined by Subordinate Lender in its sole discretion, then provided that Senior Lender has not conducted a sale of the Mortgaged Property pursuant to its rights under the Senior Loan Documents, any Senior Loan Default under the Senior Loan Documents arising solely from such Subordinate Loan Default shall be deemed cured, and the Senior Loan shall be reinstated, provided, however, that Senior Lender shall not be required to return or otherwise credit for the benefit of Borrower any default rate interest or other default related charges or payments received by Senior Lender during such Senior Loan Default. 9. Default Under Senior Loan Documents. (a) Notice of Senior Loan Default and Cure Rights. Senior Lender shall deliver to Subordinate Lender a Default Notice within five (5) Business Days in each case where Senior Lender has given a Default Notice to Borrower. Failure of Senior Lender to send a Default Notice to Subordinate Lender shall not prevent the exercise of Senior Lender's rights and remedies under the Senior Loan Documents, subject to the provisions of this Section 9(a), nor shall such failure constitute a default by Senior Lender under this Agreement. Subordinate Lender shall have the right, but not the obligation, to cure any such Senior Loan Default within sixty (60) days following the date of such Default Notice or the date on which Subordinate Lender otherwise acquires actual knowledge of Senior Loan Default; provided, however, that Senior Lender shall be entitled during such sixty (60) day period to continue to pursue its remedies under the Senior Loan Documents. Subordinate Lender may have up to ninety (90) days from the date of the Default Notice to cure a non -monetary default if during such ninety (90) day period Subordinate Lender keeps current all payments required by the Senior Loan Documents. In the event that such a non -monetary default creates an unacceptable level of risk relative to the Mortgaged Property, or Senior Lender's secured position relative to the Mortgaged Property, as determined by Senior Lender in its sole discretion, then Senior Lender may exercise during such ninety (90) day period all available rights and remedies to protect and preserve the Mortgaged Property and the rents, revenues and other proceeds from the Mortgaged Property. All amounts paid by Subordinate Lender to Senior Lender to cure a Senior Loan Default shall be deemed to have been advanced by Subordinate Lender pursuant to, and shall be secured by the Subordinate Loan Agreement and the Subordinate Mortgage. (b) Cross Default. Subordinate Lender agrees that, notwithstanding any contrary provision contained in the Subordinate Loan Documents, a Senior Loan Default shall not constitute a default under the Subordinate Loan Documents (if no other default has occurred under the Subordinate Loan Documents) until either (1) Senior Lender has accelerated the maturity of the Senior Loan, or (2) Senior Lender has taken affirmative action to exercise its rights under the Senior Loan Documents to collect rent, to appoint (or seek the appointment of) a receiver or to foreclose on (or to exercise a power of sale contained in) the Senior Loan Documents. At any time after a Senior Loan Default is determined to constitute a default under the Subordinate Loan Documents, Subordinate Lender shall be permitted to pursue its remedies for default under the Subordinate Loan Documents, subject to the restrictions and limitations of this Agreement. If at any time Borrower cures any Senior Loan Default to the satisfaction of Senior Lender, as evidenced by written notice from Senior Lender to Subordinate Lender, any default under the Subordinate Loan Subordination Agreement 9 Yaeger Plaza 4924-4941-9340, v. 4 (YAEGER PLAZA/ SAIL / ELI / NHTF / RFA 2023-205 / 2024-012SN) Documents arising from such Senior Loan Default shall be deemed cured and the Subordinate Loan shall be retroactively reinstated as if such Senior Loan Default had never occurred. 10. Conflict. Borrower, Senior Lender and Subordinate Lender each agrees that, in the event of any conflict or inconsistency between the terms of the Senior Loan Documents, the Subordinate Loan Documents and the terms of this Agreement, the terms of this Agreement shall govern and control solely as to the following: (a) the relative priority of the security interests of Senior Lender and Subordinate Lender in the Mortgaged Property; (b) the timing of the exercise of remedies by Senior Lender and Subordinate Lender under the Senior Loan Documents and the Subordinate Loan Documents, respectively; and (c) solely as between Senior Lender and Subordinate Lender, the notice requirements, cure rights, and the other rights and obligations which Senior Lender and Subordinate Lender have agreed to as expressly provided in this Agreement. Borrower acknowledges that the terms and provisions of this Agreement shall not, and shall not be deemed to: extend Borrower's time to cure any Senior Loan Default or Subordinate Loan Default, as the case may be; give Borrower the right to notice of any Senior Loan Default or Subordinate Loan Default, as the case may be other than that, if any, provided, respectively under the Senior Loan Documents or the Subordinate Loan Documents; or create any other right or benefit for Borrower as against Senior Lender or Subordinate Lender. 11. Rights and Obligations of Subordinate Lender Under the Subordinate Loan Documents and of Senior Lender under the Senior Loan Documents. Subject to each of the other terms of this Agreement, all of the following provisions shall supersede any provisions of the Subordinate Loan Documents covering the same subject matter: (a) Protection of Security Interest. Subordinate Lender shall not, without the prior written consent. of Senior Lender in each instance, take any action which has the effect of increasing the indebtedness outstanding under, or secured by, the Subordinate Loan Documents, except that Subordinate Lender shall have the right to advance funds to cure Senior Loan Defaults pursuant to Section 9(a) and advance funds pursuant to the Subordinate Loan Documents for the purpose of paying real estate taxes and insurance premiums, making necessary repairs to the Mortgaged Property and curing other defaults by Borrower under the Subordinate Loan Documents. (b) Condemnation or Casualty. Following the occurrence of (1) a Condemnation Action, or (2) a fire or other casualty resulting in damage to all or a portion of the Mortgaged Property (collectively, a "Casualty"), at any time or times when the Senior Mortgage remains a lien on the Mortgaged Property the following provisions shall apply: (A) Subordinate Lender hereby agrees that its rights (under the Subordinate Loan Documents or otherwise) to participate in any proceeding or action relating to a Condemnation Action or a Casualty, or to participate or join in any settlement of, or to adjust, any claims resulting from a Condemnation Action or a Casualty shall be and remain subject and subordinate in all respects to Senior Lender's rights under the Senior Loan Documents with respect thereto, and Subordinate Lender shall be bound by any settlement or adjustment of a claim resulting from a Condemnation Action or a Casualty made by Senior Lender; provided, however, this subsection or anything contained in this Agreement shall not limit the rights of Subordinate Lender to file any pleadings, documents, claims or notices with the appropriate court with jurisdiction over the proposed Condemnation Action or Casualty; and (B) all proceeds received or to be received on account of a Condemnation Action or a Casualty, or both, shall be applied (either to payment of the costs and expenses Subordination Agreement 10 Yaeger Plaza 4924-4941-9340, v. 4 (YAEGER PLAZA/ SAIL / ELI / NHTF / RFA 2023-205 / 2024-012SN) of repair and restoration or to payment of the Senior Loan) in the manner determined by Senior Lender in its sole discretion; provided, however, that if Senior Lender elects to apply such proceeds to payment of the principal of, interest on and other amounts payable under the Senior Loan, any proceeds remaining after the satisfaction in full of the principal of, interest on and other amounts payable under the Senior Loan shall be paid to, and may be applied by, Subordinate Lender in accordance with the applicable provisions of the Subordinate Loan Documents, provided however, Senior Lender agrees to consult with Subordinate Lender in determining the application of Casualty proceeds, provided further however that in the event of any disagreement between Senior Lender and Subordinate Lender over the application of Casualty proceeds, the decision of Senior Lender, in its sole discretion, shall prevail. (c) Insurance. Subordinate Lender agrees that all original policies of insurance required pursuant to the Senior Mortgage shall be held by Senior Lender. The preceding sentence shall not preclude Subordinate Lender from requiring that it be named as a loss payee, as its interest may appear, under all policies of property damage insurance maintained by Borrower with respect to the Mortgaged Property, provided such action does not affect the priority of payment of the proceeds of property damage insurance under the Senior Mortgage, or that it be named as an additional insured under all policies of liability insurance maintained by Borrower with respect to the Mortgaged Property. (d) No Modification of Subordinate Loan Documents. Borrower and Subordinate Lender each agree that, until the principal of, interest on and all other amounts payable under the Senior Loan Documents have been paidin full, it will not, without the prior written consent of Senior Lender in each instance, increase the amount of the Subordinate Loan, increase the required payments due under the Subordinate Loan, decrease the term of the Subordinate Loan, increase the interest rate on the Subordinate Loan, or otherwise amend the Subordinate Loan terms in a manner that creates an adverse effect upon Senior Lender under the Senior Loan Documents. Any unauthorized amendment of the Subordinate Loan Documents or assignment of Subordinate Lender's interest in the Subordinate Loan without Senior Lender's consent shall be void ab initio and of no effect whatsoever. 12. Modification or Refinancing of Senior Loan. Subordinate Lender consents to any agreement or arrangement in which Senior Lender waives, postpones, extends, reduces or modifies any provisions of the Senior Loan Documents, including any provision requiring the payment of money. Notwithstanding the foregoing, Senior Lender may not modify any provisions of the Senior Loan Documents which increases the interest rate, extends the term or increases the principal amount of the Senior Loan, except as permitted in connection with a default under the Senior Loan as set forth in Section 8(a) hereof and except for increases in the interest rate, extensions of the term or increases in the principal amount of the Senior Loan that results from advances made by Senior Lender to protect the security or lien priority of Senior Lender under the Senior Loan Documents, or to cure defaults under the Subordinate Loan Documents. Subordinate Lender further agrees that its agreement to subordinate hereunder shall not extend to any new mortgage debt which is for the purpose of refinancing all or any part of the Senior Loan (including reasonable and necessary costs associated with the closing and/or the refinancing) that has not been previously approved by Subordinate Lender, which approval shall be considered in accordance with Chapter 67-48, Fla. Admin. Code, and shall not be unreasonably withheld, conditioned or delayed; and that, after such approval, all the terms and covenants of this Agreement shall inure to the benefit of any holder of any such refinanced debt; and that all references to the Senior Loan, the Senior Note, the Senior Loan Agreement, the Senior Mortgage, the Senior Loan Documents and Senior Lender shall mean, respectively, the refinance loan, the refinance note loan agreement, the mortgage securing the refinance note, all documents evidencing securing or otherwise pertaining to the refinance note and the holder of the refinance note. Subordinate Lender further agrees that Borrower will have the right to refinance the Senior Loan prior to maturity of the Senior Loan with the Subordination Agreement 11 Yaeger Plaza 4924-4941-9340, v. 4 (YAEGER PLAZA/ SAIL / ELI / NHTF / RFA 2023-205 / 2024-012SN) prior written consent of the Subordinate Lender which consent shall be considered in accordance with Chapter 67-48, Fla. Admin. Code, and shall not be unreasonably withheld, conditioned or delayed. Senior Lender shall endeavor to notify Subordinate Lender in writing within ninety (90) days of the closing of any new loan or refinancing of the Senior Loan, but Senior Lender's failure to do so shall not invalidate any such new loan, refinancing or constitute a default under this Agreement. 13. Default by Subordinate Lender or Senior Lender. If Subordinate Lender or Senior Lender defaults in performing or observing any of the terms, covenants or conditions to be performed or observed by it under this Agreement, the other, non -defaulting lender shall have the right to all available legal and equitable relief. 14. Reinstatement. To the extent that Borrower makes a payment to Senior Lender or Senior Lender receives any payment or proceeds of the collateral securing the Senior Loan for Borrower's benefit, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable doctrine, then to the extent of such payment or proceeds received and not retained by Senior Lender, this Agreement shall be reinstated and continue in full force and effect until full and final payment shall have been made to Senior Lender. Subordinate Lender agrees to hold in trust for Senior Lender and promptly remit to Senior Lender any payments received by Subordinate Lender after such invalidated, rescinded or returned payment was originally made. 15. Notices. (a) Process of Serving Notice. All notices under this Agreement 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 the address(es) below the signature block, as applicable; 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 Agreement may change the address to which notices intended for it are to be directed Subordination Agreement 12 Yaeger Plaza 4924-4941-9340, v. 4 (YAEGER PLAZA/ SAIL / ELI / NHTF / RFA 2023-205 / 2024-012SN) by means of notice given to the other parties identified in this Agreement. (c) Receipt of Notices. Senior Lender, Subordinate Lender or Borrower shall not refuse or reject delivery of any notice given in accordance with this Agreement. Each party is required to acknowledge, in writing, the receipt of any notice upon request by the other party. 16. General. (a) Assignment/Successors. This Agreement shall be binding upon Borrower, Senior Lender and Subordinate Lender and shall inure to the benefit of the respective legal successors, transferees and assigns of Borrower, Senior Lender and Subordinate Lender. Borrower shall not assign any of its rights and obligations under this Agreement without the prior written consent of Senior Lender. (b) No Partnership or Joint Venture. Senior Lender's permission for the placement of the Subordinate Loan does not constitute Senior Lender as a joint venturer or partner of Subordinate Lender. Neither party hereto shall hold itself out as a partner, agent or Affiliate of the other party hereto. (c) Senior Lender's and Subordinate Lender's Consent. Wherever Senior Lender's consent or approval is required by any provision of this Agreement, such consent or approval may be granted or denied by Senior Lender in its sole and absolute discretion, unless otherwise expressly provided in this Agreement. Wherever Subordinate Lender's consent or approval is required by any provision of this Agreement, such consent or approval may be granted or denied by Subordinate Lender in its sole and absolute discretion, unless otherwise expressly provided in this Agreement. (d) Further Assurances. Subordinate Lender, Senior Lender and Borrower each agrees, at Borrower's expense, to execute and deliver all additional instruments and/or documents reasonably required by any other party to this Agreement in order to evidence that the Subordinate Mortgage is subordinate to the lien, covenants and conditions of the Senior Loan Documents, or to further evidence the intent of this Agreement. (e) Amendment. This Agreement shall not be amended except by written instrument signed by all parties hereto. (f) Governing Law. This Agreement shall be governed by the laws of the jurisdiction in which the Mortgaged Property is located without giving effect to any choice of law provisions thereof that would result in the application of the laws of another jurisdiction. Senior Lender, Subordinate Lender and Borrower agree that any controversy arising under or in relation to this Agreement shall be litigated exclusively in the jurisdiction in which the Mortgaged Property is located. The state and federal courts and authorities with jurisdiction in such locale shall have exclusive jurisdiction over all controversies that arise under or in relation to this Agreement. The parties hereto irrevocably consent to service, jurisdiction, and venue of such, courts for any such litigation and waive any other venue to which any might be entitled by virtue of domicile, habitual residence or otherwise. Subordination Agreement 13 Yaeger Plaza 4924-4941-9340, v. 4 (YAEGER PLAZA/ SAIL / ELI / NHTF / RFA 2023-205 / 2024-012SN) (g) Severable Provisions. If any provision of this Agreement shall be invalid or unenforceable to any extent, then the other provisions of this Agreement, shall not be affected thereby and shall be enforced to the greatest extent permitted by law. (h) Term. The term of this Agreement shall commence on the date hereof and shall continue until the earliest to occur of the following events: (1) the payment in full of the principal of, interest on and other amounts payable under the Senior Loan Documents; (2) the payment in full of the principal of, interest on and other amounts payable under the Subordinate Loan Documents, other than by reason of payments which Subordinate Lender is obligated to remit to Senior Lender pursuant to Section 7 hereof; (3) the acquisition by Senior Lender of title to the Mortgaged Property pursuant to a foreclosure or a deed in lieu of foreclosure of, or the exercise of a power of sale contained in, the Senior Loan Documents; or (4) the acquisition by Subordinate Lender of title to the Mortgaged Property pursuant to a foreclosure or a deed in lieu of foreclosure of, or the exercise of a power of sale contained in, the Subordinate Loan Documents, but only if such acquisition of title does not violate any of the terms of this Agreement. (i) Counterparts. This Agreement 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 together constitute one (1) and the same instrument. (j) Sale of Senior Loan. Nothing in this Agreement shall limit Senior Lender's (including any assignee or transferee of Senior Lender) right to sell or transfer the Senior Loan, or any interest in the Senior Loan. The Senior Loan or a partial interest in the Senior Loan (together with this Agreement and the other Loan Documents) may be sold one or more times without prior notice to Borrower. (k) Subordinate Lender Executes Solely In Capacity As Lender. To the extent applicable, Subordinate Lender executes this Agreement solely in its capacity as a lender toward the Mortgaged Property. Nothing contained in this Agreement is intended, nor will it be construed, to in any way restrict, limit or govern the rights of Subordinate Lender under circumstances, including, but not limited to (i) when acting in its capacity as a sovereign, (ii) when exercising its governmental powers (including police, regulatory and taxing powers), (iii) when exercising its powers to take by eminent domain, or (iv) when acting in its capacity as an enforcement authority with respect to Borrower or the Mortgaged Property to the same extent as if it were not a party to this Agreement. Therefore, nothing contained herein shall affect Subordinate Lender's ability to lawfully (i) enforce its local laws, (ii) take property and give just compensation for said taking, (iii) to be compensated if the Property is taken by a sovereign other than Miami -Dade County or the City of Miami, or (iv) exercise any other rights and powers outside its role of Subordinate Lender. Notwithstanding the sovereign rights of Subordinate Lender set forth in this subsection (k), nothing in this subsection shall limit, restrict or govern Senior Lender's rights or the exercise of any of its remedies under the Senior Loan Documents and this Agreement. 16. Construction Loan Administration and Funding. (a) Each of Senior Lender and Subordinate Lender (collectively, the "Creditors" and individually a "Creditor" represent and warrant to the other Creditors that its applicable commitment for its Loan (the "Commitments") is in full force and effect and has not been modified or amended in any respect except as expressly disclosed to the other parties hereto in writing on or before the date of this Agreement or except to the extent the provisions of any Commitment are inconsistent with, or contrary to, the provisions Subordination Agreement 14 . Yaeger Plaza 4924-4941-9340, v. 4 (YAEGER PLAZA/ SAIL / ELI / NHTF / RFA 2023-205 / 2024-012SN) of any of the Loan Documents relating to such Commitment. Each of the Commitments constitutes the valid and legally binding obligations and agreements of the Creditors respectively. (b) Borrower shall submit its request for a disbursement (each a "Draw Request") of all or any portion of the Senior Loan and/or the Subordinate Loan (collectively, the "Loans" and individually a "Loan"), together with any and all supporting invoices and other documentation, to each of the Creditors in accordance with the terms of the respective Senior Loan Documents and/or the Subordinate Loan Documents, respectively (collectively, the "Loan Documents"). Each Draw Request shall be on the form or forms attached hereto as ExhibitB and made a part hereof and shall be accompanied by supporting invoices and vouchers and such other information as may be reasonably requested by any of the Creditors and shall be signed by the Borrower. In addition, if the Borrower is required to deliver a title -bring -to -date or endorsement with the Draw Request, a copy of the title -bring -to -date or endorsement shall also be provided with the Draw Request. A Draw Request shall not be submitted unless and until it has been executed by the Borrower and reviewed, approved and executed by the Architect, and none of the Creditors shall accept a Draw Request unless it has been so executed by the Borrower and the Architect. (c) Creditors and the Borrower acknowledge and agree that the total development costs of the Mortgaged Property, including reserves and escrows required by the Loan Documents (the "Total Development Costs") are equal to [ and No/100 Dollars ($ )], and are more particularly set forth in the draw schedule and budget attached hereto as Exhibit C and made a part hereof (the "Draw Schedule and Budget"). The Total Development Costs shall be funded from the sources at the times and in the amounts set forth in the Draw Schedule and Budget, as the same may be amended from time to time with the prior written consent of the Creditors. Disbursements of the Loan proceeds available to fund the Total Development Costs shall be made in accordance with the Draw Schedule and Budget and in accordance with the Loan Documents except as the Loan Documents may be superseded or modified by the terms of this Agreement. (d) The obligations of each Creditor to fund a Draw Request shall be generally as shown on the Draw Schedule and Budget. None of the Creditors shall have any obligation to fund more than its share, if any, of any Draw Request as set forth in the Draw Schedule and Budget, and none of the Creditors shall have any obligation to fund its share of any Draw Request if any other Creditor refuses or is unable to fund its share, if any, of any such Draw Request or if any Creditor refused or was unable to fund its share, if any, of any prior Draw Request or has indicated its intention to refuse to fund any future Draw Request or appears unable to fund its share, if any, of any such future Draw Request, as determined by the Creditors. Disputed amounts to be funded under any Draw Request shall be resolved in accordance with subsection (e). Unless otherwise agreed by Senior Lender, Borrower, Senior Lender and Subordinate Lender acknowledge and agree that each Draw Request shall first be funded with proceeds of the Subordinate Loan except to the extent that such proceeds legally cannot be used to fund specific costs included in such Draw Request. Each of the Creditors agrees to cooperate and coordinate their review and approval of each Draw Request in a timely manner, and in any event within ten (10) business days of its receipt of such Draw Request. In addition, each of the Creditors agrees that no Draw Request shall be funded by any Creditor if Senior Lender has not approved such Draw Request. (e) If and to the extent there is a dispute between the Creditors as to the proper amount of any Draw Request or the quality of materials and workmanship or the conformance of the construction work ("Work") with the approved plans and specifications or the degree of completion of the Mortgaged Property, the Creditor which is disputing all or any portion of the Draw Request or the Work shall notify the other Creditors and the Borrower of the dispute (a "Dispute Notice") within ten (10) business days of its receipt of the Draw Request. Each Dispute Notice shall specify the basis of any such dispute and shall identify the exact amounts and items being disputed. Each Creditor may assume that if any of the other Creditors has not furnished a Dispute Notice to the non -disputing Creditor within ten (10) business days of its receipt of a Draw Request, the Creditors shall be deemed to have approved the Draw Request and the Work. If any such dispute is not resolved to the satisfaction of each of the Creditors within five (5) days of the receipt of a Dispute Notice by the non -disputing Creditor, such Draw Request shall be deemed automatically reduced to the lowest of the undisputed amounts and only the undisputed amounts shall be funded by each Creditor in accordance with the provisions of this Agreement. The Creditors agree to proceed diligently and in good Subordination Agreement 15 Yaeger Plaza 4924-4941-9340, v. 4 (YAEGER PLAZA/ SAIL / ELI / NHTF / RFA 2023-205 / 2024-012SN) faith to attempt to resolve any dispute relating to the Draw Request. None of the Creditors, however, shall have any obligation to fund any disputed amounts unless and until the Creditors mutually agree to a resolution of the dispute. Any disputed amounts not funded by the Creditors must be funded by the Borrower. (f) Each of the Creditors agree to fund its share, if any, of each approved Draw Request if and only to the extent approved by all of the Creditors in accordance with the provisions of this Agreement, in a timely manner, and within fifteen (15) business days of its receipt of such Draw Request. (g) Notwithstanding any provision herein or in any of the Subordinate Loan Documents to the contrary, Subordinate Lender agrees that if (i) an Event of Default (as defined in the Subordinate Loan Documents) or an event or circumstance, which upon notice or lapse of time or both would constitute an Event of Default, has occurred and is continuing such that Subordinate Lender may withhold its funding of its share of the Draw Request, but (ii) Senior Lender has agreed to fund its share of the Draw Request, then Subordinate Lender will agree to fund all eligible costs contained in such Draw Request, provided that such funding is not in violation of any applicable laws. (h) Except as expressly set forth in this Agreement, each of the Creditors shall determine for itself that any and all conditions precedent to any advance or disbursement pursuant to the Draw Request as set forth in its respective Loan Documents has been satisfied in all respects and that such advance or disbursement shall be made by such Creditor. Each of the Creditors shall then disburse its share of the Draw Request in the manner provided in its Loan Documents, as amended by this Agreement and subject to the retainage requirements contained in its Loan Documents. (i) Notwithstanding anything herein to the contrary, any advance by Senior Lender to pay interest on the Senior Loan in accordance with the terms and conditions of the Senior Loan Documents shall not require the approval of any Creditor. 17. Construction Period Inspections and Construction Monitoring. (a) Upon receipt of the Draw Request and all supporting invoices and other documentation, the Creditors shall arrange to have all of the Work inspected by their respective inspectors for quality of materials and workmanship, conformance with the contract documents and the degree of construction completion (each, a "Field Progress Inspection"). The Creditors shall coordinate their inspections. If the inspectors differ as to the quality of materials and workmanship or the conformance of the Work with the contract documents or the degree of completion of the Mortgaged Property, the parties shall attempt to resolve the difference in a mutually acceptable manner within five (5) business days of the receipt of a Dispute Notice by the Creditors as provided in Section 16(e) of this Agreement; if such dispute is not resolved in a mutually acceptable manner, the Draw Request relating to such Work shall be funded in accordance with Section 16(e) of this Agreement. Each Creditor reserves the right to engage an independent inspecting engineer, subject to any limitations as to expense set forth in such Creditor's respective Loan Documents with the Borrower or in this Agreement. (b) On -site Field Progress Inspections shall be conducted on a monthly basis. Each Creditor's respective inspector shall be entitled, but not obligated, to attend regularly scheduled monthly field progress meetings (each a "Field Progress Meeting"), the purpose of which shall be to review and agree on the percentage of the Work completed and in place and the amount of stored and insured materials on -site and off -site and to review, verify and agree on the amounts of the Loans to be advanced to the Borrower. Additional personnel on behalf of each Creditor shall be entitled, but not obligated, to attend the Field Progress Meetings. At least five (5) days in advance of each Field Progress Meeting, the Borrower shall notify all appropriate persons of the time and date of the meeting so that the parties may attend. At each Field Progress Meeting, the parties shall agree on the amount of the Draw Request to be submitted, and thereafter the Borrower shall submit the Draw Request to each of the Creditors in accordance with Section 16 of this Agreement. Subordination Agreement 16 Yaeger Plaza 4924-4941-9340, v. 4 (YAEGER PLAZA/ SAIL / ELI / NHTF / RFA 2023-205 / 2024-012SN) (c) When the Mortgaged Property is substantially completed in accordance with the Loan Documents, each of the Creditors shall arrange for the inspection and sign -off of all work by the Architect and may require the Borrower to obtain a title -bring -to -date and title endorsement. Each of the Creditors promptly will review the final Draw Request and make its own independent determination as to the satisfaction of all conditions precedent to the disbursement of its share of the final Draw Request and any and all retentions held by such Creditor. Prior to any disbursement of the final retainage, each of the Creditors may arrange for an independent audit of all disbursements to date and of its independent inspection of the Mortgaged Property. Subject to any limits imposed in the Creditors' respective Loan Agreements, the costs of all audits and inspections shall be borne by the Borrower. (d) Neither the approval by any of the Creditors of the Plans and Specifications or any of the other contract documents, nor any inspections or approvals of the Mortgaged Property nor the approval of any Draw Request shall constitute a warranty or representation by any Creditor or any of their agents, representatives, or designees, as to the technical sufficiency, adequacy, workmanship, quality, integrity or safety of any building or any other structure on or comprising a part of the Mortgaged Property, or any parking facilities or other common areas related thereto, or any component parts of any of the foregoing, including, without limitation, any and all fixtures, equipment, building materials, furnishings, and/or any other property of any kind or nature related to or comprising a part of the Mortgaged Property or as to any other physical, environmental, structural or other condition or feature relating to or comprising a part of the Mortgaged Property, including, without limitation, subsoil conditions, or as to compliance with any agreements evidencing, securing or guarantying obligations under or in connection with any of the Loans or as to any housing, building, zoning, environmental or other applicable regulations, statutes, ordinances and laws. (e) If any Creditor undertakes to perform inspections or coordinate requisitions (an "Inspecting Lender") for or on behalf of any other Creditor, neither the Inspecting Lender nor any of its officers, agents or employees shall by reason of such inspections be liable for any action taken or omitted to be taken by it under or in connection with this Agreement or any of the Loan Documents, and neither the Inspecting Lender nor any of its officers, agents or employees shall be responsible to the other party for any consequences of any oversight or error or judgment in connection with such inspections, nor shall it be answerable to any other party for any loss whatsoever, it being understood and agreed that the Inspecting Lender shall coordinate requisitions and inspections only at the request and for the convenience of the other Creditor. Without limiting the generality, an Inspecting Lender (i) may consult with legal counsel, accountants, engineers and other experts selected by it, whether public or private, and shall not be liable for any action taken or omitted to be taken by it in accordance with the advice of such counsel, accountants, engineers or experts, and (ii) does not make any warranty or representation to the other party and shall not be responsible to the other party for any statements or representations made under or in connection with this Agreement, except as expressly set forth herein, and (iii) shall not incur any liability under or in connection with this Agreement by acting upon any notice believed by it to be genuine. 18. Approval of Plans and Related Construction Items. Each of the Creditors acknowledges and agrees that they have received, reviewed and approved each of the following items: (a) The plans and specifications, as amended through the date of this Agreement and prepared by the Architect a list of which is attached hereto as Exhibit D and made a part hereof (the "Plans and Specifications"); (b) The Standard Form of Agreement Between Owner and Architect by and between the Architect and Borrower dated as of September 19, 2024, and as amended through the date of this Agreement; (c) The Standard Form of Agreement Between Owner and Contractor by and between the Borrower and General Contractor, dated as of October 21, 2024, as amended pursuant to that certain Subordination Agreement 17 Yaeger Plaza 4924-4941-9340, v. 4 (YAEGER PLAZA/ SAIL / ELI / NHTF / RFA 2023-205 / 2024-012SN) Amendment to Construction Contract dated as of April 11, 2025, and as may be further amended through the date of this Agreement; and (d) The Draw Schedule and Budget. 19. Payment and Performance Bonds. The Creditors acknowledge and agree that each of them may have been named as a dual obligee under the payment and performance bonds issued in connection with the Mortgaged Property, as their respective interests may appear. The liens and claims of the Creditors on the proceeds of the bonds shall be in the same order and manner as the lien priorities governing the Mortgaged Property. The other Creditors agree that until such time as the Senior Loan has been paid in full, Senior Lender is hereby authorized and empowered to take any and all actions and exercise any and all rights relating to such bonds. Senior Lender agrees to consult with the other Creditors in good faith with respect to all proposed actions relating to the bonds, but if the Creditors are unable to reach a mutually acceptable agreement as to any proposed action, Senior Lender shall determine the action to be taken and shall notify the other Creditors of any such action to be taken. Subordination Agreement [Signatures Begin on Following Page] 18 Yaeger Plaza 4924-4941-9340, v. 4 (YAEGER PLAZA/ SAIL / ELI / NHTF / RFA 2023-205 / 2024-012SN) IN WITNESS WHEREOF, Borrower, Senior Lender, FHFC, the City and the County have signed and delivered this Agreement under seal (where applicable) or have caused this Agreement to be signed and delivered under seal (where applicable) by a duly authorized representative. Where applicable law so provides, Borrower, Senior Lender, FHFC, the City and the County intend that this Agreement shall be deemed to be signed and delivered as a sealed instrument. WITNESS OR ATTEST SENIOR LENDER: BANK OZK, Print: an Arkansas banking corporation Address: Print: Address: By: (SEAL) Name: Patrick Russell Title EVP Affordable Housing Relationship Manager Address: Bank OZK 1001 Morehead Square Drive, Suite 150 Charlotte, North Carolina 28203 Attention: Anthony Swainey With a copy to: Tiber Hudson LLC 1340 Smith Avenue, Suite 200 Baltimore, Maryland 21209 Attention: Matthew M. Grant, Esq. STATE OF ) COUNTY OF The foregoing instrument was acknowledged before me by means of ❑ physical presence or ❑ online notarization, this day of , 2025, by Patrick Russell, EVP Affordable Housing Relationship Manager, of BANK OZK, an Arkansas banking corporation. Such individual is ❑ personally known to me or has D produced identification. Subordination Agreement Printed Name: Notary Public Serial Number (if any): My Commission Expires: (NOTARY SEAL) S-1 Yaeger Plaza 4924-4941-9340, v. 4 (YAEGER PLAZA/ SAIL / ELI / NHTF / RFA 2023-205 / 2024-012SN) WITNESS OR ATTEST: FHFC: FLORIDA HOUSING FINANCE CORPORATION, Print: a public corporation and public body corporate and politic Address: 227 North Bronough St., #5000 duly created and existing under the laws of the State of Tallahassee, FL 32301 Florida By: (SEAL) Print: Name: Melissa Levy Address: 227 North Bronough St., #5000 Title: Managing Director of Multifamily Programs Tallahassee, FL 32301 Address: Florida Housing Finance Corporation 227 North Bronough Street, Suite 5000 Tallahassee, Florida 32301-1329 Attention: Executive Director With a copy to: Weiss Serota Helfman Cole & Bierman, P.L. 2800 Ponce de Leon Blvd., Suite 1200 Coral Gables, Florida 33134 Attention: Maria V. Currais, Esq. STATE OF FLORIDA COUNTY OF LEON The foregoing instrument was acknowledged before me by means of 0 physical presence or 0 online notarization, this day of , 2025, by Melissa Levy, the Managing Director of Multifamily Programs of FLORIDA HOUSING FINANCE CORPORATION, a public corporation and public body corporate and politic duly created and existing under the laws of the State of Florida. Such individual is ❑ personally known to me or has ❑ produced identification. Subordination Agreement Printed Name: Notary Public Serial Number (if any): My Commission Expires: (NOTARY SEAL) S-2 Yaeger Plaza 4924-4941-9340, v. 4 (YAEGER PLAZA/ SAIL / ELI / NHTF / RFA 2023-205 / 2024-012SN) WITNESS OR ATTEST: Print: Address: CITY: nN� � Q / CITY OF MIAMI, !" V a municipal corporation of the State of Florida arc 1/ j 3 /s Z Print: Address: S'w R F- i1/Q am , 1�- 'J 13,2 Approved as to form and legal sufficiency By: Name: George itu Wysong Title: City Attorney 9)R\VS-5.." By: Name: Title: City Manager Arthur Noriega V Address: City of Miami Department of Housing and Community Development City of Miami 444 S.W. 2nd Avenue Attention: Victor Turner, Director With a copy to: George K. Wysong 111 City Attorney City of Miami 444 S.W. 2nd Avenue Miami, Florida 33130-1910 STATE OF FLORIDA COUNTY OF MIAMI-DADE (SEAL) The foregoing instrument was acknowledged before me by means ofphysical presence or 0 online notarization, this /514 day of . ec 24%A.1oeC , 2025, by Arthur Noriega V, the City Manager of CITY OF MIAMI, a municipal corporation of the State of Florida. Such individual isKpersonally known to me or has o produced identification. unOWASSON 1 EXPIRES 124$444 Subordination Agreeme Printed Name: )— 13r k 44 eltJ Notary Public Serial Number (if any): My Commission Expires: (NOTARY SEAL) S-3 Yaeger Plaza 4924-4941-9340, v. 4 (YAEGER PLAZA/ SAIL / ELI / NHTF / RFA 2023-205 / 2024-012SN) COUNTY: MIAMI-DADE COUNTY, FLORIDA, a political subdivision of the State of Florida By: (SEAL) Name: Title: ATTEST: Juan Fernandez-Barquin Clerk of the Court and Comptroller By: (Deputy Clerk's Signature) Print Name: Date: Approved as to form and legal sufficiency By: Name: Terrence A. Smith Title: Assistant County Attorney Address: Miami -Dade County, Florida 111 N. W. 1st Street, 29th Floor Miami, Florida 33128 Attention: County Mayor With copies to: Miami -Dade County Public Housing and Community Development 701 N.W. 1st Court, 16th Floor Miami, Florida 33136 Attention: Director Assistant County Attorney County Attorney's Office 111 N. W. 1st Street, Suite 2810 Miami, Florida 33128 Subordination Agreement S-4 Yaeger Plaza 4924-4941-9340, v. 4 (YAEGER PLAZA/ SAIL / ELI / NHTF / RFA 2023-205 / 2024-012SN) STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me by means of 0 physical presence or 0 online notarization, this day of , 2025, by , the of MIAMI-DADE COUNTY, FLORIDA, a political subdivision of the State of Florida. Such individual is o personally known to me or has ❑ produced identification. Notary Public, State of Florida Print, Type or Stamp Name Personally Known or Produced Identification Type of Identification Produced Subordination Agreement S-5 Yaeger Plaza 4924-4941-9340, v. 4 Print; Address: (YAEGER PLAZA/ SAIL / ELI / NHTF / RFA 2023-205 / 2024-012SN) ITNEOR ATTEST: BORROWER: 21( i Y / YAEGER PLAZA PARTNERS, LLC, 1 MIA,/ W14.NrIt TIL a Florida limited liability company did La' Cuw jZ0 $?.d3 n4' /We 1L33I1 Pri Address: Co By: Yaeger Plaza MF Manager LLC, a Florida limited liability corporation, its Manager By: Integral Yaeger LLC, a Georgia Uprlited liability company, its Mana By: Name: Kar, Title: Vi Address: Yaeger Plaza Partners, LLC 690 Lincoln Road, Suite 203 Miami Beach, Florida 33139 Attention: Kareem T. Brantley and W. Marvin Wilmoth Jr. With a copy to: Greenberg Traurig, LLP 1717 Arch Street, Suite 400 Philadelphia, Pennsylvania 19103 Attention: Joshua Cohen, Esq. STATE OF $-(la1 ) COUNTY OF Aim; -41rl.• (SEAL) This reco d was acknowledged before me by means of Vical presence or 0 online notarization, onr)V int u , 24iiik4 by Kareem T. Brantley as the Vice President of Integral Yaeger LLC, a Georgia limited liability company, the Manager of Yaeger Plaza MF Manager LLC, a Florida limited liability company, the Manager of YAEGER PLAZA PARTNERS, LLC, a Florida limited liability company. He is personally known to me and was physically present at the time of acknowledgment. Subordination Agreement NOTARY PUBLIC in and for the State of f`eflOG' My commission expires: itt /€' ZDa (NOTARY SEAL) LAUNIS1SASF8L F ERNANDEZ Notary Public, State of Florida Commission# HH 572317 My comm. expires July 16, 2028 S-6 Yaeger Plaza 4924-4941-9340, v. 4 (YAEGER PLAZA/ SAIL / ELI / NHTF / RFA 2023-205 / 2024-012SN) Subordination Agreement EXHIBIT A LEGAL DESCRIPTION1 Exhibit A Yaeger Plaza 4924-4941-9340, v. 4 EXHIBIT A LEGAL DESCRIPTION OF PREMISES Property Address: 1199 Northwest 62 Street, Miami, FL 33150 Property Folio No.: 01-3114-021-0950 Legal Description: Lots 1, 2, 3 and 4 and the West 15 feet of Lot 5 Block 5, WOODMERE, according to the Plat thereof, as recorded in Plat Book 14, Page 1 lof the Public Records of Dade County, Florida. (YAEGER PLAZA/ SAIL / ELI / NHTF / RFA 2023-205 / 2024-012SN) EXHIBIT B FORM OF DRAW REQUEST BORROWER'S COVER LETTER & CERTIFICATION (SUBMIT ON BORROWER'S LETTERHEAD) Date Bank OZK Commercial Loan Monitoring Attention: Ms. Michele Burch 3901-a Spicewood Springs Road Austin, Texas 78759 RE: Yaeger Plaza Partners, LLC, Yaeger Plaza, Loan #10000000025432 Ms. Lynch: Enclosed please find our draw request No. in the amount of $ . Including this request, the total disbursed to date will be $ The undersigned authorize and requests Bank OZK to make disbursement of the proceeds of this advance as follows: ❑ Deposit directly to Bank OZK. Account Number held in the name of or • Wire transfer to , ABA # , account # Bank Address being Furthermore, the undersigned hereby authorizes the payment of interest charges by: ▪ Drafting the above -indicated Bank OZK account/account with the above fiscal agent after proceeds from this advance have been deposited, or ❑ Enclosed checks made payable to Bank OZK and/or the above fiscal agent (if checks are attached, please hold checks until the proceeds from this request have been deposited to our account). The undersigned hereby certifies and represents to Bank OZK as follows (unless otherwise defined herein all terms herein have the meanings assigned in the Construction Loan Agreement by and between Yaeger Plaza Partners, LLC ("Borrower") and Bank OZK, dated [September _, 2025] (the "Loan Agreement"): ➢ At the date hereof, no suit or proceeding at law or in equity and no proceeding of any governmental body has been instituted or, to the knowledge of Borrower, is threatened, which in either case would substantially adversely affect the financial condition or business operations of Borrower.) ➢ At the date hereof, no Event of Default under the Loan Agreement has occurred and is continuing, and no event known to Borrower has occurred which, upon the service of notice and/or lapse of time, would constitute an Event of Default thereunder. ➢ No material adverse change has occurred in the financial condition or in the assets and liabilities of Borrower from those set forth in the last financial statements furnished to Bank OZK. Subordination Agreement Exhibit B Yaeger Plaza 4924-4941-9340, v. 4 (YAEGER PLAZA/ SAIL / ELI / NHTF / RFA 2023-205 / 2024-012SN) > No adverse change has occurred as to the title to the real estate securing the subject loan, except as previously acknowledged and approved by Bank OZK and all payable related real estate taxes and insurance premiums have been paid in full. > The progress of construction and/or rehabilitation of the project is such that it can be completed on or before the date specified in the Loan Agreement, for the amount originally represented to Bank OZK except for changes permitted under the Loan Agreement. The work and materials for which funds are herein requested are actually in place and remaining funds (after the subject draw) are sufficient to pay the remaining costs to complete. > All bills for labor, material, services and supplies which constitute or could give rise to a mechanic's lien, if unpaid, have been paid or will be paid out of the requested advance and appropriate lien waivers will be secured by Borrower. Signed: Subordination Agreement Exhibit B Yaeger Plaza 4924-4941-9340, v. 4 (YAEGER PLAZA/ SAIL / ELI / NHTF / RFA 2023-205 / 2024-012SN) Subordination Agreement BORROWER: YAEGER PLAZA PARTNERS, LLC, a Florida limited liability company, By: Yaeger Plaza MF Manager LLC, a Florida limited liability company, its Manager By: Integral Yaeger LLC, a Georgia limited liability company, its Manager By: (SEAL) Name: Kareem T. Brantley Title: Vice President Exhibit B Yaeger Plaza 4924-4941-9340, v. 4 (YAEGER PLAZA/ SAIL / ELI / NHTF / RFA 2023-205 / 2024-012SN) Subordination Agreement EXHIBIT C DRAW SCHEDULE AND BUDGET Exhibit C Yaeger Plaza 4924-4941-9340, v. 4 (YAEGER PLAZA/ SAIL / ELI / NHTF / RFA 2023-205 / 2024-012SN) Subordination Agreement EXHIBIT D LIST OF PLANS AND SPECIFICATIONS Exhibit D Yaeger Plaza 4924-4941-9340, v. 4 a 5'61 u)