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HomeMy WebLinkAbout24123AGREEMENT INFORMATION AGREEMENT NUMBER 24123 NAME/TYPE OF AGREEMENT GALLERY AT RIVER PARC, LLC DESCRIPTION SUBORDINATION AGREEMENT - REGULATORY AGREEMENT ONLY/FOR THE PERMANENT FINANCING/MATTER ID: 22-0959 EFFECTIVE DATE May 23, 2022 ATTESTED BY TODD B. HANNON ATTESTED DATE 5/20/2022 DATE RECEIVED FROM ISSUING DEPT. 10/20/2022 NOTE LileZ&61 CITY OF MIAMI DOCUMENT ROUTING FORM 6/ i / 3 ORIGINATING DEPARTMENT: Housing and Community Development DEPT. CONTACT PERSON: Maria T. Ason EXT. 1971 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: Gallery at River Parc, LLC IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? ❑ YES ® NO TOTAL CONTRACT AMOUNT: $ o FUNDING INVOLVED? ❑ YES ® NO TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT OTHER: (PLEASE SPECIFY) Subordination Agreement ❑ PUBLIC WORKS AGREEMEN ❑ MAINTENANCE AGREEMEN ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT PURPOSE OF ITEM (BRIEF SUMMARY): Execution Subordination Agreement connection with the Gallery at River Parc, LLC for the permanent financing. COMMISSION APPROVAL DATE: / / FILE ID: N/A ENACTMENT NO.: IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: The construction of the project was completed and a subordination agreement in connection with the permanent financing is required. :.-;RO UTING:INFORMATIOId=:. = ` : .:;. Date PL AS !PRINT AND SIGN APPROVAL BY DEPARTMENTAL DIRECTOR q' p I ,-„ George ens Alfred SIGN TURB \ ran® �' I SUBMITTED TO ZONING S///�D Daniel . Gold g\ SIGNAT SUBMITTED TO RISK MANAGEMENT `1 / Ann -Marie Sharpe SIGNATURE: SUBMITTED TO CITY ATTORNEY XFA o..,L — Is—ci 4.3-0L4...D_ Victoria Mendez 9 $(% SIGNATURE: APPROVAL BY ASSISTANT CITY MANAGER c (-o 12 Fernando Casamayor SIGNATURE: RECEIVED BY CITY MANAGER r/d/? Arthur Noriega SIGNATURE: 1) ONE ORIGINAL TO CITY CLERK; 2) ONE COPY TO CITY ATTORNEY'SOFFICE, 3) REMAINING ORIGINAL(S) TO ORIGINATING DEPARTMENT t / L�/ %p ,9 PRINT: SIGNATURE: 14L l;cf)-1-(14 T- 4�u) `' )4 -; ', 6-1.i . PRINT: SIGNATURE: PRINT: SIGNATURE: PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER THIS INSTRUMENT PREPARED BY, RECORDED AND RETURN TO: Patrick L. Evatt, Esq. Tiber Hudson LLC 7910 Woodmont Avenue, Suite 750 Bethesda, Maryland 20814 (Reserved) SUBORDINATION AGREEMENT - REGULATORY AGREEMENT ONLY GOVERNMENTAL ENTITY — TEL (NO SUBORDINATE DEBT) Freddie Mac Loan Number: 499494679 Property Name: Gallery at River Parc SUBORDINATION AGREEMENT - REGULATORY AGREEMENT ONLY GOVERNMENTAL ENTITY — TEL (NO SUBORDINATE DEBT) THIS SUBORDINATION AGREEMENT FOR REGULATORY AGREEMENT ("Agreement") is effective as of the day of , 2022 by the CITY OF MIAMI, a municipal corporation of the State of Florida ("Governmental Entity"), and THE GALLERY AT RIVER PARC, LLC, a Florida limited liability company ("Borrower"), for the benefit of THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association ("Lender"). RECITALS A. Borrower is the owner of a leasehold interest in certain land located in Miami -Dade County, Florida, described in Exhibit A ("Land"). The Land is improved with a multifamily rental housing project ("Improvements" and together with the Land, the "Property"). B. Borrower has certain obligations under that certain Declaration of Restrictive Covenants for Attainable Mixed -Income Housing Development dated April 7, 2020 ("Regulatory Agreement") by Borrower for the benefit of Governmental Entity, and recorded on title to the Property on June 18, 2020, as Document No. 2020R0340717 with the Clerk of Court of Miami -Dade County ("Official Records"), pursuant to which the Property was subjected to certain restrictions by Governmental Entity in connection with the development or rehabilitation of the Property. C. 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 ("Governmental Lender"), has made a loan to Borrower in the original principal amount of $26,100,000 ("Project Loan") upon the terms and conditions of a Project Loan Agreement dated as of November 1, 2019 ("Project Loan Agreement") among Governmental Lender, Lender (in its capacity as Fiscal Agent under the Funding Loan Agreement (defined below)) and Borrower in connection with the Property. D. The Governmental Lender made the Project Loan with the proceeds received from the separate loan incurred by the Governmental Lender pursuant to a Funding Loan Agreement dated as of November 1, 2019 (the "Funding Loan Agreement"), by and among Truist Bank, a North Carolina banking corporation, successor to Suntrust Bank, a Georgia banking corporation (the "Initial Funding Lender"), the Governmental Lender, Subordination Agreement Regulatory Agreement Only — TEL Page 1 and Lender (in its capacity as Fiscal Agent) in the original principal amount of $26,100,000 (the "Funding Loan" and together with the Project Loan, the "Loans"). The Funding Loan was originated and funded by the Initial Funding Lender under the Funding Loan Agreement and is evidenced by the Multifamily Housing Revenue Note, Series 2019 (The Gallery at River Parc) dated November 27, 2019 (together with all riders and addenda thereto, the "Governmental Note") delivered by the Governmental Lender to the Initial Funding Lender. E. Borrower's payment obligations in respect of the Project Loan were evidenced by a Promissory Note dated November 27, 2019 (the "Original Project Note"), delivered to the Governmental Lender, which Original Project Note was endorsed by the Governmental Lender to the Fiscal Agent as security for the Funding Loan. F. To secure Borrower's obligations under the Original Project Note, Borrower executed and delivered to the Governmental Lender a Leasehold Mortgage, Assignment of Rents, Security Agreement and Fixture Filing dated as of November 27, 2019 ("Original Mortgage"), recorded in the Official Records on December 2, 2019 as Document No. 2019R0747233, which Original Mortgage encumbers the Land, the Improvements and related personal and other property described and defined in the Mortgage as the "Mortgaged Property." The Original Mortgage was assigned by the Governmental Lender to the Fiscal Agent as security for the Funding Loan, pursuant to an Assignment of Leasehold Mortgage and Loan Documents dated as of November 27, 2019, recorded in the Official Records on December 2, 2019 as Document No. 2019R0747234. G. Initial Funding Lender is, contemporaneously herewith, selling, assigning and delivering the documents comprising the Funding Loan to Grandbridge Real Estate Capital LLC, a North Carolina limited liability company, successor to Suntrust Bank, a Georgia banking corporation ("FM Seller/Servicer"), and FM Seller/Servicer will subsequently sell, assign and deliver the Funding Loan to Federal Home Loan Mortgage Corporation, a shareholder -owned government -sponsored enterprise organized and existing under the laws of the United States of America ("Freddie Mac" and together with FM Seller/Servicer, the "Permanent Funding Lender"). In connection with the purchase of the Funding Loan by Permanent Funding Lender, the Original Project Note and the Original Mortgage are, contemporaneously herewith, being amended and restated. "Mortgage" means the Original Mortgage, as amended and restated. "Loan Documents" collectively means the "Project Loan Documents" as defined in the Funding Loan Agreement, as such documents may be amended. "Funding Lender" collectively means the Initial Funding Lender and Permanent Funding Lender. H. The Mortgage is being recorded in the Official Records contemporaneously herewith. As a condition to purchasing the Funding Loan, Permanent Funding Lender requires that the Loan Documents be a lien on the Property superior to the lien of the Regulatory Agreement and that the rights of Lender and Funding Lender under the Loan Documents be superior to the rights of Governmental Entity and Borrower under the Regulatory Subordination Agreement Regulatory Agreement Only — TEL Page 2 Agreement. Permanent Funding Lender will not purchase the Funding Loan unless Governmental Entity and Borrower agree to subordinate their rights and obligations under the Regulatory Agreement. J. Borrower and Governmental Entity hereby agree to subordinate the Regulatory Agreement on and subject to the terms, conditions and requirements set forth in this Agreement. AGREEMENT NOW, THEREFORE, in consideration of the mutual benefits accruing to the parties hereto and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Recitals. The foregoing Recitals are hereby incorporated into this Agreement as agreements among the parties. 2. Subordination. The Governmental Entity hereby covenants and agrees that the Regulatory Agreement is and will at all times continue to be, subordinate, subject and inferior to the rights of Lender and Funding Lender under the Loan Documents and that the liens, rights (including approval and consent rights), remedies, payment interests, priority interests, and security interests granted to Governmental Entity pursuant to or in connection with the Regulatory Agreement are hereby expressly acknowledged to be in all respects and at all times, subject, subordinate and inferior in all respects to the liens, rights (including approval and consent rights), remedies, payment, priority and security interests granted to Lender and Funding Lender pursuant to the Loan Documents and the terms, covenants, conditions, operations and effects thereof. Notwithstanding the above, Governmental Entity may exercise the remedies of specific performance or injunctive relief. 3. Financing, Encumbrance and Transfer Approval. Governmental Entity hereby approves the financing evidenced by the Project Note and secured by the Mortgage. Governmental Entity further agrees that any transfer of the Property in connection with foreclosure or deed in lieu thereof will not require Governmental Entity's consent. 4. Reserved. 5. Lender Notice of Default. In consideration of Governmental Entity's agreements contained in this Agreement, Lender agrees that in the event of any default by Borrower under the Loan Documents, Governmental Entity will be entitled to receive a copy of any notice of default given by Lender or Funding Lender to Borrower under the Loan Documents. Neither the giving nor the failure to give a notice to Governmental Entity pursuant to this Section 5 will affect the validity of any notice given by Lender or Funding Lender to the Borrower. Subordination Agreement Regulatory Agreement Only — TEL Page 3 6. Governmental Entity Notice of Default. Governmental Entity must give Lender and Funding Lender, within five (5) business days, a copy of each material notice (including without limitation each notice of default) given by Governmental Entity under or with respect to the Regulatory Agreement, and agrees that Lender or Funding Lender, at Lender's and Funding Lender's sole election, which said election shall be provided to Governmental Entity in writing, will have the right (but not the obligation) to cure any default by Borrower under the Regulatory Agreement on its and/or Borrower's behalf. Governmental Entity hereby represents and warrants that, to the best of its knowledge, there is no current default under the Regulatory Agreement. Neither the giving nor the failure to give a notice to the Lender or Funding Lender pursuant to this Section 6 will affect the validity of any notice given by Governmental Entity to the Borrower. 7. Governmental Entity's Rights. Except as set forth in Sections 2 and 8 of this Agreement, nothing in this Agreement is intended to abridge or adversely affect any right or obligation of Borrower and/or Governmental Entity, respectively, under the Regulatory Agreement; provided that, (A) the Regulatory Agreement may not be modified, amended, changed or altered without the prior written consent of Funding Lender so long as the Loans are secured by the Property and (B) for so long as the Loans are secured by the Property, notwithstanding the terms of the Regulatory Agreement to the contrary, neither Borrower nor Governmental Entity will, without Funding Lender's prior written consent, exercise or seek any right or remedy under the Regulatory Agreement or available at law or in equity which will or could result in (i). a transfer of possession of the Property or the control, operations or management thereof, (ii) collection or possession of rents or revenues from or with respect to the Property by any party other than Borrower or Funding Lender; (iii) appointment of a receiver for the Property; (iv) application of insurance or condemnation proceeds other than as approved by Funding Lender pursuant to the Loan Documents; (v) removal or replacement of the existing property manager of the Property; or (vi) a material adverse effect on Funding Lender's security for the Loans. 8. Foreclosure by Lender. In the event of foreclosure, deed in lieu of foreclosure, or similar disposition of the Property by Lender, no consent will be required from Governmental Entity. 9. Refmancing. Governmental Entity agrees that its agreement to subordinate hereunder will extend to any new mortgage debt which is for the purpose of refinancing all or any part of the indebtedness evidenced by the Loan Documents (including reasonable and necessary costs associated with the closing and/or the refinancing, and any reasonable increase in proceeds for rehabilitation in the context of a preservation transaction). All terms and covenants of this Agreement will inure to the benefit of any holder of any such refinanced debt, and all references to the Loan Documents and Lender will mean, respectively, the refinance loan documents and the holder of such refinanced debt. 10. Miscellaneous Provisions. Subordination Agreement Regulatory Agreement Only — TEL Page 4 (a) This Agreement represents the entire understanding and agreement between the parties with regard to the matters addressed herein, and will supersede and cancel any prior agreements with regard to such matters. (b) If there is any conflict or inconsistency between the terms of the Regulatory Agreement and the terms of this Agreement, then the terms of this Agreement will control. (c) This Agreement will be binding upon and will inure to the benefit of the respective legal successors and permitted assigns of the parties to this Agreement, which will include with regard to the Governmental Entity any permitted successor or assign of the Governmental Entity under or pursuant to the terms of the Regulatory Agreement and, with regard to Lender, any subsequent holder of the Project Note. Except for Funding Lender, no other party will be entitled to any benefits hereunder, whether as a third -party beneficiary or otherwise. (d) If any one or more of the provisions contained in this Agreement, or any application of any such provisions, is invalid, illegal, or unenforceable in any respect, the validity, legality, enforceability, and application of the remaining provisions contained in this Agreement will not in any way be affected or impaired. (e) Each notice, request, demand, consent, approval or other communication (collectively, "Notices," and singly, a "Notice") which is required or permitted to be given pursuant to this Agreement will be in writing and will be deemed to have been duly and sufficiently given if (i) personally delivered with proof of delivery (any Notice so delivered will be deemed to have been received at the time so delivered), or (ii) sent by a national overnight courier service (such as FedEx) designating earliest available delivery (any Notice so delivered will be deemed to have been received on the next Business Day following receipt by the courier), or (iii) sent by United States registered or certified mail, return receipt requested, postage prepaid, at a post office regularly maintained by the United States Postal Service (any Notice so sent will be deemed to have been received on the date of delivery as confirmed by the return receipt), addressed to the respective parties as follows: If to Governmental Entity: Zoning Administrator City of Miami 444 SW 2nd Avenue Fourth Floor Miami, Florida 33130 and to: Subordination Agreement Regulatory Agreement Only — TEL Page 5 Director Department of Housing and Community Development City of Miami One Flagler Building 14 NE 1st Avenue, Second Floor Miami, Florida 33132 with a copy to: Office of the City Attorney City of Miami 444 SW 2nd Avenue Suite 945 Miami, Florida 33130 If to Lender: The Bank of New York Mellon Trust Company, National Association 10161 Centurion Parkway Jacksonville, Florida 32256 Attention: Corporate Trust Department Telephone: (904) 645-1943 If to Funding Lender: Grandbridge Real Estate Capital LLC 214 North Tryon Street, Suite 2000 Charlotte, North Carolina 28202 and to: Federal Home Loan Mortgage Corporation 8100 Jones Branch Drive, MS B4P McLean, Virginia 22102 Attention: Multifamily Operations - Loan Accounting Email: mfla@freddiemac.com Telephone: (703) 714-4177 and to: Federal Home Loan Mortgage Corporation 8200 Jones Branch Drive McLean, Virginia 22102 Attention: Managing Associate General Counsel — Subordination Agreement Regulatory Agreement Only — TEL Page 6 (f) (g) (h) (i) Multifamily Legal Division Email: guy_nelson@freddiemac.com Telephone: (703) 903-2000 If to Borrower: The Gallery at River Parc, LLC c/o The Related Group 444 Brickell Avenue, Suite 301 Miami, Florida 33131 Attention: Tony Del Pozzo Phone: (05) 533-0049 With a copy to: Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A., 150 W. Flagler Street Miami, Florida 33130 Attention: Brian McDonough, Esq. Phone: (305) 789-3350 Any party, by Notice given pursuant to this Section, may change the person or persons and/or address or addresses, or designate an additional person or persons or an additional address or addresses, for its Notices, but Notice of a change of address will only be effective upon receipt. Neither party will refuse or reject delivery of any Notice given in accordance with this Section. Each of the parties will, whenever and as often as they are requested to do so by the other, execute, acknowledge and deliver, or cause to be executed, acknowledged or delivered, any and all such further instruments and documents as may be reasonably necessary to carry out the intent and purpose of this Agreement, and to do any and all further acts reasonably necessary to carry out the intent and purpose of this Agreement. This Agreement will be governed by the laws of the State in which the Property is located. Each person executing this Agreement on behalf of a party hereto represents and warrants that such person is duly and validly authorized to do so on behalf of such party with full right and authority to execute this Agreement and to bind such party with respect to all of its obligations under this Agreement. No failure or delay on the part of any party to this Agreement in exercising any right, power, or remedy under this Agreement will operate as a waiver of such Subordination Agreement Regulatory Agreement Only — TEL Page 7 right, power, or remedy, nor will any single or partial exercise of any such right, power or remedy preclude any other or further exercise of such right, power, or remedy or the exercise of any other right, power or remedy under this Agreement. (j) Each party to this Agreement acknowledges that if any party fails to comply with its obligations under this Agreement, the other parties will have all rights available at law and in equity, including the right to obtain specific performance of the obligations of such defaulting party and injunctive relief. (k) This Agreement may be assigned at any time by Lender to any subsequent holder of the Project Note. (1) This Agreement may be amended, changed, modified, altered or terminated only by a written instrument signed by the parties to this Agreement or their successors or assigns. (m) This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. (n) Nothing in this Agreement is intended, nor will it be construed, to in any way limit the (1) exercise by Governmental Entity of its governmental powers (including police, regulatory and taxing powers) and (2) any lien or encumbrance resulting from the failure to comply with local regulations, to pay ad valorem or business taxes, special assessments or other governmental impositions due to Governmental Entity in its capacity as a municipal corporation, taxing entity, municipal service provider or regulatory body with respect to Borrower or the Property to the same extent as if it were not a party to this Agreement or the transactions contemplated by this Agreement. (o) Funding Lender's Rights to Control. Notwithstanding anything herein to the contrary, pursuant to the Mortgage and Section 6.03 of the Funding Loan Agreement, all acts, consents, approvals and undertakings of the Lender hereunder will be solely at the written direction of the Funding Lender. The parties hereto acknowledge and agree that the Funding Lender is a third party beneficiary of this Agreement, with full rights as such. NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN THE REGULATORY AGREEMENT BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF THE MORTGAGE. [SIGNATURE AND ACKNOWLEDGMENT PAGES FOLLOW] Subordination Agreement Regulatory Agreement Only — TEL Page 8 IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day and year above written. ATTESTED: Todd B. H City Clerk STATE OF FLORIDA )SS: COUNTY OF MIAMI-DADE GOVERNMENTAL ENTITY CITY OF MIAMI, a municipal Corporation of the Stye of Florida By: ARTHUR NORIEGA V City Manager Sworn to and subscribed before me by [che k one] ( means of physical presence or ( ) remote audio-visual means, this Q () day of G1 , 2022, by ARTHUR NORIEGA V, as City manager of City of Miami, a municipal c oration of the State of Florida. He is personally known to me or has produced as identification. My Commission Expires: ;vp"►ti;,I SANDRAGILBERT ,;• • MY COMMISSION # HH 112572 EXPIRES: April 20, 2025 '•jFif°... Bonded Thru Notary Public Undenrtgers e APPROVED AS TO LEGAL FORM AND CORRECTNESS: Victori endez�q )(tit 0/6/0 DANIEL GOLDBERG, ESQ. Zoning Director Rotary Public, e of Florida Print or Stamp Name Commission No.: APPROVED: City Attorney 024 - Cl9 Subordination Agreement Regulatory Agreement Only — TEL Signature Page BORROWER THE GALLERY AT RIVER PARC, LLC, a Florida limited liability company By: The Gallery At River Parc Manager, LLC, a Florida limited liability company its Manager By: 1.9t.qity Name: Tony Del Pozzo Title: Vice President State of Flo rtal. County of p q GLQ On Mal, d( , 2022, before me `iaVLkSsq� tOota1y Public, personally appeared —�-r r / j�l ep27,rD who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that�Jshe/they executed the same in his/her/their authorized capacity(ies), and that by,his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of RIA kO that the foregoing paragraph is true and correct. WI SS my han ndhofficial seal. (Notary) liON'f; VANESSAPILOTO MY COMMISSION # HH 213353 EXPIRES: February 18, 2026 Subordination Agreement Regulatory Agreement Only — TEL Signature Page STATE OF COUNTY OF LENDER THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association By: Name: Title: ss. I certify that I know or have satisfactory evidence that the person appearing before me and making this acknowledgment is the person whose true signature appears on this document. On this day of , 2022, before me personally appeared , to me known to be the of The Bank of New York Mellon Trust Company, National Association, a national banking association, that executed the within and foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said national banking association, for the uses and purposes therein mentioned, and on oath stated that s/he was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said national banking association. WITNESS my hand and official seal hereto affixed the day and year first above written. Notary Public in and for the State of residing at My commission expires: [Type or Print Notary Name] (Use This Space for Notarial Seal Stamp) Subordination Agreement Regulatory Agreement Only — TEL Signature Page EXHIBIT A LEGAL DESCRIPTION [INSERT] Subordination Agreement Regulatory Agreement Only — TEL Exhibit A 1111111 11111 11111 11111 II11111111IIIII 1111 1111 THIS INSTRUMENT PREPARED BY, RECORDED AND RETURN TO: Patrick L. Evatt, Esq. Tiber Hudson LLC 7910 Woodmont Avenue, Suite 750 Bethesda, Maryland 20814 CFN 2022R0421377 OR BK 33204 Pss 2552-2566 (15Pss) RECORDED 05/24/2022 12:47:43 HARVEY RUVIN, CLERK OF COURT MIAMI-DADE COUNTY! FLORIDA SUBORDINATION AGREEMENT - REGULATORY AGREEMENT ONLY GOVERNMENTAL ENTITY — TEL (NO SUBORDINATE DEBT) Freddie Mac Loan Number: 499494679 Property Name: The Gallery at River Parc SUBORDINATION AGREEMENT - REGULATORY AGREEMENT ONLY GOVERNMENTAL ENTITY — TEL (NO SUBORDINATE DEBT) THIS SUBORDINATION AGREEMENT FOR REGULATORY AGREEMENT ("Agreement") is effective as of the 23`d day of May, 2022 by the CITY OF MIAMI, a municipal corporation of the State of Florida ("Governmental Entity"), and THE GALLERY AT RIVER PARC, LLC, a Florida limited liability company ("Borrower"), for the benefit of THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association ("Lender"). RECITALS A. Borrower is the owner of a leasehold interest in certain land located in Miami -Dade County, Florida, described in Exhibit A ("Land"). The Land is improved with a multifamily rental housing project ("Improvements" and together with the Land, the "Property"). B. Borrower has certain obligations under that certain Declaration of Restrictive Covenants for Attainable Mixed -Income Housing Development dated April 7, 2020 ("Regulatory Agreement") by Borrower for the benefit of Governmental Entity, and recorded on title to the Property on June 18, 2020, as Document No. 2020R0340717 in Official Records Book 31976, Page 1887 of the Public Records of Miami -Dade County, Florida ("Official Records"), pursuant to which the Property was subjected to certain restrictions by Governmental Entity in connection with the development or rehabilitation of the Property. C. 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 ("Governmental Lender"), has made a loan to Borrower in the original principal amount of $26,100,000 ("Project Loan") upon the terms and conditions of a Project Loan Agreement dated as of November 1, 2019 ("Project Loan Agreement") among Governmental Lender, Lender (in its capacity as Fiscal Agent under the Funding Loan Agreement (defined below)) and Borrower in connection with the Property. D. The Governmental Lender made the Project Loan with the proceeds received from the separate loan incurred by the Governmental Lender pursuant to a Funding Loan Agreement dated as of November 1, 2019 (the "Funding Loan Agreement"), by and among Truist Bank, a North Carolina banking corporation, successor to Suntrust Bank, a Subordination Agreement Regulatory Agreement Only — TEL Page 1 mm‘i.unnnnnAneo7'7 n...... -.r ec Georgia banking corporation (the "Initial Funding Lender"), the Governmental Lender and Lender (in its capacity as Fiscal Agent) in the original principal amount of $26,100,000 (the "Funding Loan" and together with the Project Loan, the "Loans"). The Funding Loan was originated and funded by the Initial Funding Lender under the Funding Loan Agreement and is evidenced by the Multifamily Housing Revenue Note, Series 2019 (The Gallery at River Parc) dated November 27, 2019 (together with all riders and addenda thereto, the "Governmental Note") delivered by the Governmental Lender to the Initial Funding Lender. E. Borrower's payment obligations in respect of the Project Loan were evidenced by a Promissory Note dated November 27, 2019 (the "Original Project Note"), delivered to the Governmental Lender, which Original Project Note was endorsed by the Governmental Lender to the Fiscal Agent as security for the Funding Loan. F. To secure Borrower's obligations under the Original Project Note, Borrower executed and delivered to the Governmental Lender a Leasehold Mortgage, Assignment of Rents, Security Agreement and Fixture Filing dated as of November 27, 2019 ("Original Mortgage"), recorded on December 2, 2019 as Document No. 2019R0747233 in Official Records Book 31709, Page 2777 of the Official Records, which Original Mortgage encumbers the Land, the Improvements and related personal and other property described and defined in the Mortgage as the "Mortgaged Property". The Original Mortgage was assigned by the Governmental Lender to the Fiscal Agent as security for the Funding Loan, pursuant to an Assignment of Leasehold Mortgage and Loan Documents dated as of November 27, 2019, recorded on December 2, 2019, as Document No. 2019R0747234 in Official Records Book 31709, Page 2807 of the Official Records. G. Initial Funding Lender is, contemporaneously herewith, selling, assigning and delivering the documents comprising the Funding Loan to Grandbridge Real Estate Capital LLC, a North Carolina limited liability company, successor to Suntrust Bank, a Georgia banking corporation ("FM Seller/Servicer"), and FM Seller/Servicer will subsequently sell, assign and deliver the Funding Loan to Federal Home Loan Mortgage Corporation, a shareholder -owned government -sponsored enterprise organized and existing under the laws of the United States of America ("Freddie Mac" and together with FM Seller/Servicer, the "Permanent Funding Lender"). In connection with the purchase of the Funding Loan by Permanent Funding Lender, the Original Project Note and the Original Mortgage are, contemporaneously herewith, being amended and restated. "Mortgage" means the Original Mortgage, as amended and restated. "Loan Documents" collectively means the "Project Loan Documents" as defined in the Funding Loan Agreement, as such documents may be amended. "Funding Lender" collectively means the Initial Funding Lender and Permanent Funding Lender. H. The Mortgage is being recorded in the Official Records contemporaneously herewith. I. As a condition to purchasing the Funding Loan, Permanent Funding Lender requires that the Loan Documents be a lien on the Property superior to the lien of the Regulatory Subordination Agreement Regulatory Agreement Only — TEL Page 2 Qe.r.L9'2r)nA I171...-.r.7GGA m ,inn')7nA74 077 or..,.. '2 r.i 1 G Agreement and that the rights of Lender and Funding Lender under the Loan Documents be superior to the rights of Governmental Entity and Borrower under the Regulatory Agreement. Permanent Funding Lender will not purchase the Funding Loan unless Governmental Entity and Borrower agree to subordinate their rights and obligations under the Regulatory Agreement. J. Borrower and Governmental Entity hereby agree to subordinate the Regulatory Agreement on and subject to the terms, conditions and requirements set forth in this Agreement. AGREEMENT NOW, THEREFORE, in consideration of the mutual benefits accruing to the parties hereto and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1, Recitals. The foregoing Recitals are hereby incorporated into this Agreement as agreements among the parties. 2. Subordination. The Governmental Entity hereby covenants and agrees that the Regulatory Agreement is and will at all times continue to be, subordinate, subject and inferior to the rights of Lender and Funding Lender under the Loan Documents and that the liens, rights (including approval and consent rights), remedies, payment interests, priority interests, and security interests granted to Governmental Entity pursuant to or in connection with the Regulatory Agreement are hereby expressly acknowledged to be in all respects and at all times, subject, subordinate and inferior in all respects to the liens, rights (including approval and consent rights), remedies, payment, priority and security interests granted to Lender and Funding Lender pursuant to the Loan Documents and the terms, covenants, conditions, operations and effects thereof. Notwithstanding the above, Governmental Entity may exercise the remedies of specific performance or injunctive relief. 3. Financing, Encumbrance and Transfer Approval. Governmental Entity hereby approves the financing evidenced by the Project Note and secured by the Mortgage. Governmental Entity further agrees that any transfer of the Property in connection with foreclosure or deed in lieu thereof will not require Governmental Entity's consent. 4. Reserved. 5. Lender Notice of Default. In consideration of Governmental Entity's agreements contained in this Agreement, Lender agrees that in the event of any default by Borrower under the Loan Documents, Governmental Entity will be entitled to receive a copy of any notice of default given by Lender or Funding Lender to Borrower under the Loan Documents. Neither the giving nor the failure to give a notice to Governmental Entity Subordination Agreement Regulatory Agreement Only — TEL Page 3 171....r.00nnA /n.-......n=cc ni tJ4n nn nn A n4 077 :"].. .,. .. A 4 c pursuant to this Section 5 will affect the validity of any notice given by Lender or Funding Lender to the Borrower. 6. Governmental Entity Notice of Default. Governmental Entity must give Lender and Funding Lender, within five (5) business days, a copy of each material notice (including without limitation each notice of default) given by Governmental Entity under or with respect to the Regulatory Agreement, and agrees that Lender or Funding Lender, at Lender's and Funding Lender's sole election, which said election shall be provided to Governmental Entity in writing, will have the right (but not the obligation) to cure any default by Borrower under the Regulatory Agreement on its and/or Borrower's behalf. Governmental Entity hereby represents and warrants that, to the best of its knowledge, there is no current default under the Regulatory Agreement. Neither the giving nor the failure to give a notice to the Lender or Funding Lender pursuant to this Section 6 will affect the validity of any notice given by Governmental Entity to the Borrower. 7. Governmental Entity's Rights. Except as set forth in Sections 2 and 8 of this Agreement, nothing in this Agreement is intended to abridge or adversely affect any right or obligation of Borrower and/or Governmental Entity, respectively, under the Regulatory Agreement; provided that, (A) the Regulatory Agreement may not be modified, amended, changed or altered without the prior written consent of Funding Lender so long as the Loans are secured by the Property and (B) for so long as the Loans are secured by the Property, notwithstanding the terms of the Regulatory Agreement to the contrary, neither Borrower nor Governmental Entity will, without Funding Lender's prior written consent, exercise or seek any right or remedy under the Regulatory Agreement or available at law or in equity which will or could result in (i) a transfer of possession of the Property or the control, operations or management thereof, (ii) collection or possession of rents or revenues from or with respect to the Property by any party other than Borrower or Funding Lender; (iii) appointment of a receiver for the Property; (iv) application of insurance or condemnation proceeds other than as approved by Funding Lender pursuant to the Loan Documents; (v) removal or replacement of the existing property manager of the Property; or (vi) a material adverse effect on Funding Lender's security for the Loans. 8. Foreclosure by Lender. In the event of foreclosure, deed in lieu of foreclosure, or similar disposition of the Property by Lender, no consent will be required from Governmental Entity. 9. Refinancing. Governmental Entity agrees that its agreement to subordinate hereunder will extend to any new mortgage debt which is for the purpose of refinancing all or any part of the indebtedness evidenced by the Loan Documents (including reasonable and necessary costs associated with the closing and/or the refinancing, and any reasonable increase in proceeds for rehabilitation in the context of a preservation transaction). All terms and covenants of this Agreement will inure to the benefit of any holder of any such refinanced debt, and all references to the Loan Documents and Lender will mean, respectively, the refinance loan documents and the holder of such refinanced debt. Subordination Agreement Regulatory Agreement Only — TEL Page 4 rl _ _1_A I1 rY A A Ir1_ —._. s r'rn 0.1rI r (b) 10. Miscellaneous Provisions. (a) This Agreement represents the entire understanding and agreement between the parties with regard to the matters addressed herein, and will supersede and cancel any prior agreements with regard to such matters. If there is any conflict or inconsistency between the terms of the Regulatory Agreement and the terms of this Agreement, then the terms of this Agreement will control. (c) This Agreement will be binding upon and will inure to the benefit of the respective legal successors and permitted assigns of the parties to this Agreement, which will include with regard to the Governmental Entity any permitted successor or assign of the Governmental Entity under or pursuant to the terms of the Regulatory Agreement and, with regard to Lender, any subsequent holder of the Project Note. Except for Funding Lender, no other party will be entitled to any benefits hereunder, whether as a third -party beneficiary or otherwise. (d) If any one or more of the provisions contained in this Agreement, or any application of any such provisions, is invalid, illegal, or unenforceable in any respect, the validity, legality, enforceability, and application of the remaining provisions contained in this Agreement will not in any way be affected or impaired. (e) Each notice, request, demand, consent, approval or other communication (collectively, "Notices," and singly, a "Notice") which is required or permitted to be given pursuant to this Agreement will be in writing and will be deemed to have been duly and sufficiently given if (i) personally delivered with proof of delivery (any Notice so delivered will be deemed to have been received at the time so delivered), or (ii) sent by a national overnight courier service (such as FedEx) designating earliest available delivery (any Notice so delivered will be deemed to have been received on the next Business Day following receipt by the courier), or (iii) sent by United States registered or certified mail, return receipt requested, postage prepaid, at a post office regularly maintained by the United States Postal Service (any Notice so sent will be deemed to have been received on the date of delivery as confirmed by the return receipt), addressed to the respective parties as follows: If to Governmental Entity: Zoning Administrator City of Miami 444 SW 2nd Avenue, Fourth Floor Miami, Florida 33130 Subordination Agreement Regulatory Agreement Only — TEL Page 5 A_ - /1 0.1 /1 A 1 i _.- nr rT 1"1 _ _. _ .'. _ r I r and to: Director Department of Housing and Community Development City of Miami One Flagler Building 14 NE 1st Avenue, Second Floor Miami, Florida 33132 with a copy to: Office of the City Attorney City of Miami 444 SW 2nd Avenue Suite 945 Miami, Florida 33130 If to Lender: The Bank of New York Mellon Trust Company, N.A. 4655 Salisbury Road, Suite 300 Jacksonville, Florida 32256 Attention: Corporate Trust Department Telephone: (904) 645-1983 If to Funding Lender: Grandbridge Real Estate Capital LLC 214 North Tryon Street, Suite 2000 Charlotte, North Carolina 28202 and to: Federal Home Loan Mortgage Corporation 8100 Jones Branch Drive, MS B4P McLean, Virginia 22102 Attention: Multifamily Operations - Loan Accounting Email: mfla@freddiemac.com Telephone: (703) 714-4177 and to: Subordination Agreement Regulatory Agreement Only — TEL Page 6 (f) Federal Home Loan Mortgage Corporation 8200 Jones Branch Drive McLean, Virginia 22102 Attention: Managing Associate General Counsel — Multifamily Legal Division Email: guy nelson®freddiemac.com Telephone: (703) 903-2000 If to Borrower: The Gallery at River Parc, LLC 2850 Tigertail Avenue, Suite 800 Miami, FL 33133 Attention: Tony Del Pozzo Phone: (305) 533-0049 With a copy to: Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A., 150 W. Flagler Street, Suite 2200 Miami, Florida 33130 Attention: Brian McDonough, Esq. Phone: (305) 789-3350 Any party, by Notice given pursuant to this Section, may change the person or persons and/or address or addresses, or designate an additional person or persons or an additional address or addresses, for its Notices, but Notice of a change of address will only be effective upon receipt. Neither party will refuse or reject delivery of any Notice given in accordance with this Section. Each of the parties will, whenever and as often as they are requested to do so by the other, execute, acknowledge and deliver, or cause to be executed, acknowledged or delivered, any and all such further instruments and documents as may be reasonably necessary to carry out the intent and purpose of this Agreement, and to do. any and all further acts reasonably necessary to carry out the intent and purpose of this Agreement. (g) This Agreement will be governed by the laws of the State in which the Property is located. (h) Each person executing this Agreement on behalf of a party hereto represents and warrants that such person is duly and validly authorized to do so on behalf of such party with full right and authority to execute this Agreement and to bind such party with respect to all of its obligations under this Agreement. Subordination Agreement Regulatory Agreement Only — TEL Page 7 A n A A'7 "7 1"1 - n _ 2 A r (i) No failure or delay on the part of any party to this Agreement in exercising any right, power, or remedy under this Agreement will operate as a waiver of such right, power, or remedy, nor will any single or partial exercise of any such right, power or remedy preclude any other or further exercise of such right, power, or remedy or the exercise of any other right, power or remedy under this Agreement. (j) Each party to this Agreement acknowledges that if any party fails to comply with its obligations under this Agreement, the other parties will have all rights available at law and in equity, including the right to obtain specific performance of the obligations of such defaulting party and injunctive relief. (k) This Agreement may be assigned at any time by Lender to any subsequent holder of the Project Note. (1) This Agreement may be amended, changed, modified, altered or terminated only by a written instrument signed by the parties to this Agreement or their successors or assigns. (m) This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. (n) Nothing in this Agreement is intended, nor will it be construed, to in any way limit the (1) exercise by Governmental Entity of its governmental powers (including police, regulatory and taxing powers) and (2) any lien or encumbrance resulting from the failure to comply with local regulations, to pay ad valorem or business taxes, special assessments or other governmental impositions due to Governmental Entity in its capacity as a municipal corporation, taxing entity, municipal service provider or regulatory body with respect to Borrower or the Property to the same extent as if it were not a party to this Agreement or the transactions contemplated by this Agreement. (o) Funding Lender's Rights to Control. Notwithstanding anything herein to the contrary, pursuant to the Mortgage and Section 6.03 of the Funding Loan Agreement, all acts, consents, approvals and undertakings of the Lender hereunder will be solely at the written direction of the Funding Lender. The parties hereto acknowledge and agree that the Funding Lender is a third party beneficiary of this Agreement, with full rights as such. NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN THE REGULATORY AGREEMENT BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF THE MORTGAGE. [SIGNATURE AND ACKNOWLEDGMENT PAGES FOLLOW] Subordination Agreement Regulatory Agreement Only — TEL Page 8 AAAA rr�,��ncnn lNrAllln nnnnwnw A77 Y9_-_ n IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day and year above written. ATTESTED: Todd B. Ha City Clerk STATE OF FLORIDA )SS: COUNTY OF MIAMI-DADE GOVERNMENTAL ENTITY CITY OF MIAMI, a municipal Corporation of the State of Florida By: AR HUR ORI' A V City Manager Sworn to and subscribed before me by [ch one] (-) means of physical presence or () remote audio-visual means, this a1 day of , 2022, by ARTHUR NORIEGA V, as City manager of City of Miami. a municipal o oration of the State of Florida. He is personally known to me or has produced as identification. My Commission Expires: i r �a � :' SANDRA GIJ BERT , ,:la MY COMMISSION # HH 112572 : - '� a EXPIRES: April20.2025 „os i},a'� Bonded Thu Notary Pubic lkbecwAbn APPROVED AS TO LEGAL FORM AND CORRECTNESS: , Woh, b f o Victor A-Llendez, E City Attorney Subordination Agreement Regulatory Agreement Only — TEL Print or Stamp Name Commission No.: APPROVED: DEL GOLDBERG, ESQ. Zoning Director EORG ector o lopm Signature Page 1'1_ _1_ I1 . r% A sr% — _ I1 r # 4 I% f A l A f1 A A 77 w BORROWER THE GALLERY AT RIVER PARC, LLC, a Florida limited liability company By: The Gallery At River Parc Manager, LLC, a Florida limited liability company its Manager By: g4 rt Name: Tony Del Pozzo Title: Vice President STATE OF FLOtTl COUNTY OF The foregoing instrument s �wacknowl dged before me by means of Q physical presence 0 online notarization, this�b' day of t) r 1. , 2022, by Tony Del Pozzo of The Gallery At River Parc Manager, LLC, a Florida limited liability company, the manager of The Gallery At River Parc, LLC, a Florida limited liability company, on behalf of the company. He/she is personally known to me or has produced (Type of Identification) is identification. My Commission Expires: " a•._ VANESSAPA.OTO •� ='_ 1AYCOMMISSION Sfill 213353 • 4; EXPIRES Fabnwy 18, 2028 tary Public, State of Florida nt or Stamp N e mmission No.: 2 353 Subordination Agreement Regulatory Agreement Only — TEL Signature Page 'nAA llnnnnn A AA L177 n_�_ A A _r Al_ By: Name: Title: STATE OF FLORIDA COUNTY OF DUVAL LENDER THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. national banking association (t f erencce Ra ins - Vice President The foregoing instrument was acknowledged before me by means of ® physical presence 0 online notarization, this l6thday of May , 2022, by Terence Rawlins the Vice President of The Bank of New York Mellon Trust Company, N.A., a national banking association, on behalf of the company.(9/she is ersonal y cno o me or has produced (Type of Identification) as identification. My Commission Expires: iz/$f Zt>asr CINDY A. SHELDON Notary Public State of Florida Comm* HH2O6011 lapis 12/5/2025 Notary y ' c, State of Florida Print or Stamp Name Commission No.: Subordination Agreement Regulatory Agreement Only — TEL Signature Page r.mm44,-)rinnr, A "I 4 077 0.,.,.. 1' ..c 4 c EXHIBIT A LEGAL DESCRIPTION Parcel 1-- Leasehold Lessee's interest in that certain unrecorded Ground Lease between Miami -Dade County, a political subdivision of the State of Florida, as Lessor, and The Gallery at River Parc, LLC, a Florida limited liability company, as Lessee, dated November 21, 2019, as evidenced by that Memorandum Of Ground Lease dated November 21, 2019, recorded on December 2, 2019, in Official Records Book 31709, Page 2623, as amended by First Amendment to the Memorandum of Ground Lease dated H ' , 2022 and recorded M vLNi 4"` , 2022 in the Official Records Book gog , Page g }35- , of the Public Records of Miami -Dade County, Florida, demising the following described Land: A PARCEL OF LAND BEING A PORTION OF TRACT "A", MIAMI RIVER COMPLEX FLORIDA, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 92, AT PAGE 39, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, AND ALSO BEING A PORTION OF LOTS 7 & 8, OF CORRECTED PLAT OF RIVERMONT, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK B, AT PAGE 95 OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: GALLERY AT RIVER PARC PARCEL "1-A": COMMENCE AT THE SE CORNER OF SAID TRACT "A", THENCE RUN S88°50'45"W, ALONG THE SOUTHERLY LINE OF SAID TRACT "A", FOR A DISTANCE OF 24.51 FEET, TO THE POINT OF BEGINNING; THENCE CONTINUE S88°50'45"W, ALONG THE SOUTHERLY LINE OF SAID TRACT "A", FOR A DISTANCE OF 277.36 FEET; THENCE RUN N00°00'00"W FOR A DISTANCE OF 350.93 FEET; THENCE RUN N67°21'34"W FOR A DISTANCE OF 47.61 FEET; THENCE RUN N00°38'S1"E FOR A DISTANUh OF 127.17 FEET; THENCE RUN S67°46'32"E FOR A DISTANCE OF 76.28 FEET; THENCE RUN SOO°02'31"E FOR A DISTANCE OF 159.48 FEET; THENCE RUN N89°58'31 "E FOR A DISTANCE OF 273.45 FEET; THENCE SOO°01'30"E, FOR A DISTANCE OF 277.61 FEET, TO A POINT OF TANGENCY OF A CIRCULAR CURVE CONCAVE TO THE NORTHWEST; THENCE ALONG THE ARC OF SAID CIRCULAR CURVE, HAVING FOR ITS ELEMENTS A RADIUS OF 25.00 FEET, A CENTRAL ANGLE OF 88°52'15", FOR AN ARC DISTANCE OF 38.78 FEET TO THE POINT OF BEGINNING. AND GALLERY AT RIVER PARC PARCEL "1-B": COMMENCE AT THE SE CORNER OF SAID TRACT "A", THENCE RUN S88°50'45"W, ALONG THE SOUTHERLY LINE OF SAID TRACT "A", FOR A DISTANCE OF 325.87 FEET, TO THE POINT OF BEGINNING; THENCE CONTINUE S88°50'45"W, ALONG THE SOUTHERLY LINE OF SAID TRACT "A", FOR A DISTANCE OF 181.15 FEET; THENCE RUN NOO°06'04"E FOR A DISTANCE OF 261.56 FEET; THENCE RUN N90°00'00"E FOR Subordination Agreement Regulatory Agreement Only— TEL Exhibit A r+=AI44rIn')')nn)-1 077 4 A DISTANCE OF 159.45 FEET; THENCE RUN NOO°38'51"E FOR A DISTANCE OF 85,95 FEET; THENCE RUN S67°21'34"E FOR A DISTANCE OF 21.92 FEET; THENCE S00°00'00"E, FOR A DISTANCE OF 335.42 FEET TO THE POINT OF BEGINNING. Parcel 2 - Non -Exclusive Easement: Together with non-exclusive easements for the benefit of Parcel 1 created by that certain Easement Agreement dated November 27, 2019, by and among Martin Fine Villas, LLC, a Florida limited liability company, The Gallery at River Parc, LLC, a Florida limited liability company and Brisas Del Rio Apartments, LLC, a Florida limited liability company, recorded December 2, 2019, in Official Records Book 31709, Page 2633, over, under and across the following described property: MARTIN FINE VILLAS - PORTION REMAINING AFTER RELEASE OF GALLERY AT RIVER PARC A PARCEL OF LAND BEING A PORTION OF TRACT "A", MIAMI RIVER COMPLEX FLORIDA, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 92, AT PAGE 39, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, AND ALSO BEING A PORTION OF LOTS 7 AND 8, OF CORRECTED PLAT OF RIVERMONT, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK B, AT PAGE 95 OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE SE CORNER OF SAID TRACT "A", THENCE RUN S88°50'45"W, ALONG THE SOUTHERLY LINE OF SAID TRACT "A", FOR A DISTANCE OF 301.87 FEET TO THE POINT OF BEGINNING; THENCE CONTINUE S88°50'45"W, ALONG SAID SOUTHERLY LINE OF TRACT "A", FOR A DISTANCE OF 24.00 FEET; RUN N00°00'00"W FOR A DISTANCE OF 335.42 FEET; THENCE RUN N67°21'34"W FOR A DISTANCE OF 21.92 FEET; THENCE RUN S00°38'S 1"W FORA DISTANCE OF 85.95 FEET; THENCE RUN S90°00'00"W FOR A DISTANCE OF 159.45 FEET; THENCE RUN SOO°06'04"W FOR A DISTANCE OF 6.11 FEET; THENCE N69°13'36"W, FOR A DISTANCE OF 184.77 FEET; THENCE RUN N23°53'09"E FOR A DISTANCE OF 293.03 FEET; THENCE RUN S67°46'32"E FOR A DISTANCE OF 233.63 FEET; THENCE RUN S00°38'S 1"W FOR A DISTANCE OF 127.17 FEET; THENCE RUN S67°21'34"E FOR A DISTANCE OF 47.61 FEET; THENCE RUN S00°00'00"E FOR A DISTANCE OF 350.93 FEET TO THE POINT OF BEGINNING. AND BRISAS DEL RIO A PARCEL OF LAND BEING A PORTION OF TRACT 'A', MIAMI RIVER COMPLEX FLORIDA, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 92, AT PAGE 39, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, AND ALSO BEING A PORTION OF LOT 7, OF CORRECTED PLAT OF RIVERMONT, Subordination Agreement Regulatory Agreement Only — TEL Exhibit A D - .0 Q , )fa s ncm4torAnonnni 077 0",.,. a n ,.r 4 OR SK 33204- PG 2566 LAST PAGE Ay1R3 ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK B, AT PAGE 95 OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE SE CORNER OF SAID TRACT 'A', THENCE RUN NOO°01'30"W, ALONG THE EASTERLY LINE OF SAID TRACT 'A', FOR A DISTANCE OF 614.19 FEET, TO THE POINT OF BEGINNING; THENCE CONTINUE NOO°01'30"W, FOR A DISTANCE OF 281,58 FEET; THENCE RUN N65°04'34"W FOR A DISTANCE OF 357.30 FEET; THENCE RUN S24°55'26"W FOR A DISTANCE OF 251.97 FEET; THENCE RUN N67°46'03"W FOR A DISTANCE OF 61.13 FEET; THENCE RUN S22°13'57'W FOR A DISTANCE OF 311.47 FEET; THENCE S67°46'03"E FOR A DISTANCE OF 30.11 FEET; THENCE RUN N23°53'09"E FOR A DISTANCE OF 40.94 FEET; THENCE RUN S67°46'32"E FOR A DISTANCE OF 225.85 FEET; THENCE RUN N22°35'15"E FOR A DISTANCE OF 246.55 FEET; THENCE RUN S67°24'44"E FOR A DISTANCE OF 277.86 FEET TO THE POINT OF BEGINNING. Subordination Agreement Regulatory Agreement Only - TEL Exhibit A a.,..1.-1,2nnA io......nccc f•cnI4i-7n.]r]nAnot 077 0....., 4 c oft 4 C