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HomeMy WebLinkAbout26104AGREEMENT INFORMATION ,AGREEMENT NUMBER 26104 NAME/TYPE OF AGREEMENT THE BANK OF NEW YORK MELON TRUST COMPANY, N.A. DESCRIPTION SUBORDINATION AGREMEENT GOVERNMENT ENTITY - TEL (IMMEDIATE)/GALLERY AT WEST BRICKELL LLC/MATTER ID: 26-1125 EFFECTIVE DATE May 4, 2026 ATTESTED BY NICOLE EWAN ATTESTED DATE 5/4/2025 DATE RECEIVED FROM ISSUING DEPT. 5/5/2026 NOTE CITY OF MIAMI DOCUMENT ROUTING FORM ORIGINATING DEPARTMENT: Housing and Community Development os A ( a„eac DEPT. CONTACT PERSON: Maria T Ason NAME OF CONTRACTUAL PARTY/ENTITY: Gallery at West Brickell, LLC IS THIS AGREEMENT TO BE EXPEDITED/RUSH: TOTAL CONTRACT AMOUNT: $ EXT. 1971 TYPE OF AGREEMENT: D MANAGEMENT AGREEMENT - El PROFESSIONAL SERVICE AGREEMENT D GRANT AGREEMENT • . _ ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT OTHER (PLEASE SPECIFY): Subordination Agreements 7 YES - NO FUNDING INVOLVED? YES J NO ❑ PUBLIC WORKS. AGREEMENT_ ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT PURPOSE OF ITEM (DETAILED SUMMARY/ ADD ADDITONAL PAGES IF NECESSARY): Agreements for the Gallery at West Brickell project. Execute 2 sets of Subordination COMMISSION APPROVAL DATE: FILE ID: ENACTMENT No.: IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: HCLC approval of city funds that is subordinate to senior lenders ROUTING INFORMATION DATE PLEASE PRINT AND SIGN APPROVAL BY DEPARTMENT DIRECTOR/ DESIGNEE c ti �/4 ( PRINT: VICTOR TURN E SIGNATURE: APPROVAL BY RISK MANAGEMENT r ^ PRINT: DAVID RUIZ JD CPCU SIGNATURE: APPROVAL BY CITY ATTORNEY PRINT: ORGE K. WYSONG III SIGNATURE: APPROVAL BY -ASSISTANT CITY MANAGER PRINT: ERICA'P CH L D L G SIGNATURE: APPROVAL BY DEPUTY CITY MANAGER 5/% / /24 PRINT: NATAS A COLEBROOK-WILLIAMS SIGNATURE: e i - APPROVAL BY CITY MANAGER SILliZef PRINT: JAMES SIGNAT . E7 APPROVAL BY CITY CLERK 5/({AL • PRINT: TODD ' i ANNONJ SIGNATURE: �l�J PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER Barnes Draft 4/20/2026 .)6/49 Prepared by, and after recording return to: Daniel J. Nunez, Esq. Barnes & Thornburg LLP 555 12th Street, NW, Suite 1200 Washington, DC 20004-1275 SUBORDINATION AGREEMENT (City of Miami) GOVERNMENTAL ENTITY (Revised 3-15-2022) Freddie Mac Permanent Loan Number: 507426053 (TEL) 508033438 (TAIL) Property Name: Magnus Brickell SUBORDINATION AGREEMENT GOVERNMENTAL ENTITY — TEL (Immediate) (Revised 3-15-2022) THIS SUBORDINATION AGREEMENT ("Agreement") is entered into this 1st day of May, 2026, by and between THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. ("Senior Lender"), and the CITY OF MIAMI, a municipal corporation of the State of Florida ("Subordinate Lender"). RECITALS A. The Gallery at West Brickell, LLC, a limited liability company organized under the laws of the State of Florida ("Borrower") is the owner of certain land located in Miami -Dade County, Florida, described in Exhibit A ("Land"). The Land is improved with a multifamily rental housing project ("Improvements"). B. The Housing Finance Authority of Miami -Dade County, Florida ("Governmental Lender"), the original holder of the Senior Note, has made a loan to Borrower in the original principal amount of $101,000,000 ("Senior Loan") upon the terms and conditions of a Project Loan Agreement dated as of September 1, 2022 ("Project Loan Agreement") among Governmental Lender, Senior Lender (in its capacity as Fiscal Agent under the Funding Loan Agreement (defined below)) and Borrower in connection with the Mortgaged Property. The Senior Loan is secured by an Amended and Restated Leasehold Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Filing dated as of [ 1 ("Senior Mortgage") encumbering the Land, the Improvements and related personal and other property described and defined in the Senior Mortgage as the "Mortgaged Property." =` C. Pursuant to a HOME Loan Agreement dated December 14, 2022 between Subordinate Lender and Borrower ("Subordinate Loan Agreement"), Subordinate Lender has made -a loan to Borrower in the original principal amount of $3,000,000 ("Subordinate Loan"). The Subordinate Loan is secured by that certain Amended and Restated Leasehold Mortgage and Security Agreement dated December 14,2022 ("Subordinate Mortgage") encumbering all or a portion of the Mortgaged Property. D. The Senior Mortgage will be recorded in Miami -Dade County, Florida ("Recording Office"). The Subordinate Mortgage is recorded in the Recording Office at Book 33512, Page 3523, as affected by that certain Mortgage Subordination Agreement and Other Loan Documents recorded in the Recording Office as Book 33512, Page 3538. E. The Senior Note was assigned by the Governmental Lender to Senior Lender as security for the loan made by the Initial Funding Lender (as defined below) to the Governmental Error! Unknown document property name. Subordination Agreement Governmental Entity — TEL (Forward) Page 2 Lender pursuant to the Funding Loan Agreement (the "Funding Loan"). The Senior Mortgage was assigned by the Governmental Lender to Senior Lender as security for the Funding Loan pursuant to an Assignment of Security Instrument dated as of the date hereof to be recorded in the Recording Office contemporaneously herewith. F. G. Subject to the terms and conditions of that certain Construction Phase Financing Agreement (the "Construction Phase Financing Agreement") dated as of September 1, 2022 between JPMorgan Chase Bank, N.A. ("Initial Funding Lender"), Federal Home Loan Mortgage Corporation and Grandbridge Real Estate Capital, LLC, a limited liability company organized under the laws of the State of North Carolina ("Permanent Funding Lender"), and acknowledged by the Borrower, the Initial Funding Lender, concurrently herewith, is assigning and delivering the documents comprising the Funding Loan to the Permanent Funding Lender and, in connection therewith, the Senior Note (as defined herein) and the Senior Mortgagemill_ be amended _and-. restated, and is being assigned to the Fiscal Agent ("Conversion")... r ;,.,; �. �:-. G. Upon Conversion, the Funding Lender shall have the right to amend and restate the Senior Note and the Senior Mortgage, and the right to amend, waive, postpone, extend, renew, replace, reduce or otherwise modify any provision of any of the Senior Loan Documents (as defined herein), without notice to or the consent or joinder of the Subordinate Lender. H. The execution and delivery of this Agreement is a condition of Funding Lender's consenting to Conversion. AGREEMENT NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows: 1. Definitions. The following terms, when used in this Agreement (including, as appropriate, when used in the above recitals), will have the following meanings. The terms "Condemnation," "Imposition Reserve Deposits," "Impositions," "Leases," "Rents" and "Restoration," as well as any term used in this Agreement and not otherwise defined in`this Agreement; will have the meanings given to those terms .in the Continuing Covenant`Agreement. "Bankruptcy. Proceeding" means any bankruptcy,; _. reorganization,_,..__insolvency,:T. s composition, restructuring, dissolution, liquidation,_ - receivership, . assignment for: _the -:_ W benefit of creditors, or custodianship action or proceeding under any federal or state law with respect to Borrower, any guarantor of any of the Senior Indebtedness, any of their respective properties, or any of their respective partners, members, officers, directors, or shareholders. "Borrower" means all persons or entities identified as "Borrower" in the first Recital of this Agreement, together with their successors and assigns, and any other person or entity who acquires title to the Mortgaged Property after the date of this Agreement; provided Error! Unknown document property name. Subordination Agreement Governmental Entity — TEL (Forward) - --_ =Page 3 that the term "Borrower" will not include Senior Lender or Funding Lender if Senior Lender or Funding Lender acquires title to the Mortgaged Property. "Casualty" means the occurrence of damage to or loss of all or any portion of the Mortgaged Property by fire or other casualty. "Continuing Covenant Agreement" means the Continuing Covenant Agreement to be dated May 1, 2026 by and between the Borrower and Permanent Funding Lender. "Enforcement Action" means any of the following actions taken by or at the direction of Subordinate Lender: the acceleration of all or any part of the Subordinate Indebtedness, the advertising of or commencement of any foreclosure or trustee's sale proceedings, the exercise of -any power of sale, the 'acceptance of a deed or assignment in lieu -'of foreclosure'- or sale, the .collecting of Rents, the obtaining of or seeking of the appointments ofa receiver; the seeking of defaultinterest, the taking of possession or control of any of the Mortgaged Property, the commencement of any suit or other legal, administrative, or arbitration proceeding based upon the Subordinate Note or any other of the Subordinate Loan Documents, the exercising of any banker's lien or rights of set-off or recoupment, or the exercise of any other remedial action against Borrower, any other party liable for any of the Subordinate Indebtedness or obligated under any of the Subordinate Loan Documents, or the Mortgaged Property. "Enforcement Action Notice" means a Notice given from Subordinate Lender to Senior Lender and Funding Lender, following one or more Subordinate Mortgage Default(s) and the expiration of any applicable notice or cure periods, setting forth in reasonable detail the Subordinate Mortgage Default(s) and the Enforcement Actions proposed to be taken by Subordinate Lender. "Funding Lender" shall mean Grandbridge Real Estate Capital LLC. "Funding Loan Agreement" means the Funding Loan Agreement dated as of September 1, 2022 among Funding Lender, Governmental Lender and Senior Lender. "Governmental Note" means. the Multifamily Note delivered ;bythe Governmental Lender rf evidencing the Funding Loan. "Lien" means any hen, encumbran ce, estate or other interest, recorded against orsecured_ ;; by the Mortgaged Property: "Loss Proceeds" means all monies received or to be received under any insurance policy, from any condemning authority, or from any other source, as a result of any Condemnation or Casualty. "Notice" means all notices, requests, demands, consents, approvals or other communication pursuant to this Agreement provided in accordance with the provisions of Section 10. Error! Unknown document property name. Subordination Agreement , Governmental Entity — TEL (Forward) "Regulatory Agreement" means individually and together, (i) the Declaration of Restrictive Covenants for the Gallery at West Brickell between Borrower and Subordinate Lender dated December 14, 2022 and recorded at Book 33512, Page 3507 in the Recording Office and (ii) the Rent Regulatory Agreement dated December 14, 2022 and recorded at Book 33512, Page 3514 in the Recording Office. "Senior Indebtedness" means the "Indebtedness" of Borrower as defined in the Continuing Covenant Agreement. "Senior Lender" is defined above. When any other person or entity becomes the legal holder of the Senior Note, such other person or entity will automatically become Senior Lender. ."Senior Loan Documents" • means the "Financing Documents" as - defined in the -- • Continuing Covenant Agreement, as such documents may be amended. "Senior Mortgage Default" means any act, failure to act, event, condition, or occurrence which constitutes, or which with the giving of Notice or the passage of time, or both, would constitute, an "Event of Default" as defined in the Continuing Covenant Agreement. "Senior Note" means the Project Note as defined in the Continuing Covenant Agreement. "Subordinate Indebtedness" means all sums evidenced or secured or guaranteed by, or otherwise due and payable to Subordinate Lender pursuant to, the Subordinate Loan Documents. "Subordinate Lender" means the person or entity named as such in the first paragraph of this Agreement and any other person or entity who becomes the legal holder of the Subordinate Note after the date of this Agreement. "Subordinate Loan Documents" means the Subordinate Mortgage, the Subordinate Note, the Subordinate Loan Agreement, the Regulatory Agreement and all other documents at any time evidencing, securing, guaranteeing, or otherwise delivered_in.connection withithe_: Subordinate.Indebtedness, as such documents maybe amended::: 2:.; _ :: _ 1212 "Subordinate Mortgage Default" means any act, failure to act;- -event; condition, --or occurrence which allows (but for.any contrary provision ofthis Agreement) -Subordinate Lender to take an Enforcement Action. "Subordinate Note" means the promissory note or other evidence of the Subordinate Indebtedness and any replacement of the Subordinate Note. "Surplus Cash" means, with respect to any period, any revenues of Borrower remaining after paying, or setting aside funds for paying, all the following: Error! Unknown document property name. Subordination Agreement Governmental Entity - TEL (Forward) ==_ =Page 5 (i) All sums due or currently required to be paid under the Senior Loan Documents, including any reserves and Imposition Reserve Deposits. (ii) All reasonable operating expenses of the Mortgaged Property, including real estate taxes, insurance premiums, utilities, building maintenance, painting and repairs, management fees, payroll, administrative expenses, legal expenses and audit expenses (excluding any developer fees payable with respect to the Mortgaged Property). 2. Subordinate Lender's Representations and Warranties. (a) Subordinate Lender represents and warrants that each of the following is true, as of (b) the date of -thus Agreement: (i) Subordinate Lender is now the owner and holder of the Subordinate Loan Documents. (ii) No Subordinate Mortgage Default has occurred and is continuing. (iii) The current unpaid principal balance of the Subordinate Indebtedness is $3,000,000.00. (iv) No scheduled payments under the Subordinate Note have been prepaid. Without the prior written consent of Senior Lender, Subordinate Lender will not do any of the following: (i) Pledge, assign, transfer, convey, or sell any interest in the Subordinate Indebtedness or any of the Subordinate Loan Documents. (ii) Take any action which has the effect of increasing the Subordinate Indebtedness, except to cure a Senior Mortgage Default as contemplated. under Section 5(a) of this Agreement. (iii) - Accept :any prepayment of the Subordinate Indebtedness IT! 3. Terms of Subordination. (a) Agreement to Subordinate. The Subordinate Indebtedness is and will at all times continue to be subject and subordinate in right of payment to the prior payment in full of the Senior Indebtedness. Each of the Subordinate Loan Documents is, and will at all times remain, subject and subordinate in all respects to the liens, terms, covenants, conditions, operations, and effects of each of the Senior Loan Documents. Error! Unknown document property name. Subordination Agreement . :. . . Governmental Entity —:TEL (Forward) ---�=-Page 6 (b) (c) Subordination of Subrogation Rights. If Subordinate Lender, by indemnification, subrogation or otherwise, acquires any Lien on any of the Mortgaged Property, then that Lien will be fully subject and subordinate to the receipt by Senior Lender of payment in full of the Senior Indebtedness, and to the Senior Loan Documents, to the same extent as the Subordinate Indebtedness and the Subordinate Loan Documents are subordinate pursuant to this Agreement. Payments Before Senior Loan Default; Soft Subordinate Debt. Until the occurrence of a Senior Mortgage Default, Subordinate Lender will be entitled to retain for its own account all payments of the principal of and interest on the Subordinate Indebtedness pursuant to the Subordinate Loan Documents; provided that Subordinate Lender expressly agrees that it will not. accept any such payment that is made more; than 10 days in advance of its due date and provided further that Subordinate Lender: will not accept any payment in an amount that exceeds 75% of then available Surplus Cash. (d) Payments After Senior Loan Default or Bankruptcy. (i) Immediately upon Subordinate Lender's receipt of Notice or actual knowledge of a Senior Mortgage Default, Subordinate Lender will not accept any payments of the Subordinate Indebtedness, and the provisions of Section 3(d) of this Agreement will apply. (ii) If Subordinate Lender receives any of the following, whether voluntarily or by action of law, after a Senior Mortgage Default of which Subordinate Lender has actual knowledge (or is deemed to have actual knowledge as provided in Section 4(c)) or has been given Notice, such will be received and held in trust for Senior Lender: (A) Any payment, property, or asset of any kind or in any form in connection with the Subordinate Indebtedness. Any proceeds from any Enforcement Action. • Any ;payment, property, or asset in or 'in- :connection :-with: any, Bankruptcy Proceeding. (iii)- Subordinate Lender will promptly remit, in kind and properly endorsed as necessary, all such payments, properties, and assets described in Section 3(d)(ii) to Senior Lender. Senior Lender will apply any payment, asset, or property so received from Subordinate Lender to the Senior Indebtedness in such order, amount (with respect to any asset or property other than immediately available funds), and manner as Senior Lender determines in its sole and absolute discretion. Error! Unknown document property name. Subordination Agreement Governmental Entity — TEL (Forward) --.-Page 7 (e) Bankruptcy. Without the prior written consent of Senior Lender, Subordinate Lender will not commence, or join with any other creditor in commencing, any Bankruptcy Proceeding. In the event of a Bankruptcy Proceeding, Subordinate Lender will not vote affirmatively in favor of any plan of reorganization or liquidation unless Senior Lender has also voted affirmatively in favor of such plan. 4. Default Under Subordinate Loan Documents. (a) Notice of Subordinate Loan Default and Cure Rights. (i) Subordinate Lender will deliver to Senior Lender and Funding Lender a copy of each Notice delivered by Subordinate Lender pursuantto the `Subordinate Loan -Documents within 5 BusinessiDays._of :sending; such:= Notice to Borrower. Neither giving nor failing to give a,Notice.to ,Senior —Lender or Funding Lender pursuant to this Section'4(a) will affect the - validity of any Notice given by Subordinate Lender to Borrower. (ii) For a period of 90 days following delivery to Senior Lender of an Enforcement Action Notice, Senior Lender will have the right, but not the obligation, to cure any Subordinate Mortgage Default. However, if such Subordinate Mortgage Default is a non -monetary default and is not capable of being cured within such 90-day period and Senior Lender has commenced and is diligently pursuing such cure to completion, Senior Lender will have such additional period of time as may be required to cure such Subordinate Mortgage Default or until such time, if ever, as Senior Lender takes either of the following actions: (A) Discontinues its pursuit of any cure. (B) Delivers to Subordinate Lender Senior Lender's written consent to the Enforcement Action described in the Enforcement Action Notice. (iii) . Senior Lender wi11 not be subrogated to the rights of Subordinate Lender under the Subordinate Loan Documents as a result of Senior Lender:having cured any Subordinate Mortgage Default. anKrc°v (iv) Subordinate Lender acknowledges that all amounts advanced or expended by Senior Lender in accordance with the Senior Loan Documents or to cure a Subordinate Mortgage Default will be added to and become a part of the Senior Indebtedness and will be secured by the lien of the Senior Mortgage. (b) Subordinate Lender's Exercise of Remedies After Notice to Senior Lender. (i) In the event of a Subordinate Mortgage Default, Subordinate Lender will not commence any Enforcement Action until 90 days after Subordinate Error! Unknown document property name. Subordination Agreement Governmental Entity = TEL (Forward) Page 8 Lender has delivered to Senior Lender and Funding Lender an Enforcement Action Notice. During such 90-day period or such longer period as provided in Section 4(a), Subordinate Lender will be entitled to seek specific performance to enforce covenants and agreements of Borrower relating to income, rent, or affordability restrictions contained in the Regulatory Agreement, subject to Senior Lender's right to cure a Subordinate Mortgage Default set forth in Section 4(a). (ii) Subordinate Lender may not commence any other Enforcement Action, including any foreclosure action under the Subordinate Loan Documents, until the earlier of: • -(A) . : The expiration of such 90-day period or such longer-'period=as__. - provided in Section 4(a). (B) The delivery by Senior Lender to Subordinate Lender of Senior Lender's written consent to such Enforcement Action by Subordinate Lender. (iii) Subordinate Lender acknowledges that Senior Lender may grant or refuse consent to Subordinate Lender's Enforcement Action in Senior Lender's sole and absolute discretion. At the expiration of such 90-day period or such longer period as provided in Section 4(a) and, subject to Senior Lender's right to cure set forth in Section 4(a), Subordinate Lender may commence any Enforcement Action. (iv) Senior Lender may pursue all rights and remedies available to it under the Senior Loan Documents, at law, or in equity, regardless of any Enforcement Action Notice or Enforcement Action by Subordinate Lender. No action or failure to act on the part of Senior Lender in the event of a Subordinate Mortgage Default or commencement of an Enforcement Action will constitute a waiver on the part of Senior Lender of any provision of the Senior Loan Documents or this Agreement. (c) Cross .Default. Subordinate Lender acknowledges that a Subordinate Mortgage:.: Default- constitutes a Senior Mortgage Default. Accordingly, upon the` occurrences of a Subordinate Mortgage Default, Subordinate Lender will be deemed to have actual knowledge of a Senior Mortgage Default. If Subordinate Lender notifies ---. Senior Lender and Funding Lender in writing that any Subordinate Loan Default of which Senior Lender has received 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 will be deemed cured; and the Senior Loan will be reinstated. Error! Unknown document property name. Subordination Agreement Governmental Entity — TEL (Forward) - Page 9 5. Default Under Senior Loan Documents. (a) Notice of Senior Loan Default and Cure Rights. (i) Senior Lender or Funding Lender will deliver to Subordinate Lender a copy of any Notice sent by Senior Lender or Funding Lender to Borrower of a Senior Mortgage Default within 5 Business Days of sending such Notice to Borrower. Failure of Senior Lenderor Funding Lender to send Notice to Subordinate Lender will not prevent the exercise of Senior Lender's rights and remedies under the Senior Loan Documents. (ii) Subordinate Lender will have the right, but not the obligation, to cure any monetary. Senior Mortgage Default within 30 days following -.the date o£such__ Notice. During such 30-day period Senior Lender will be entitled to continuer to pursue.its remedies under the Senior Loan Documents. (iii) Subordinate Lender may, within 90 days after the date of the Notice, cure a non -monetary Senior Mortgage Default if during such 90-day period, Subordinate Lender keeps current all payments required under the Senior Loan Documents. If such a non -monetary Senior Mortgage 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 during such 90-day period Senior Lender may exercise all available rights and remedies to protect and preserve the Mortgaged Property and the Rents, revenues and other proceeds from the Mortgaged Property. (iv) All amounts paid by Subordinate Lender to Senior Lender to cure a Senior Mortgage Default will be deemed to have been advanced by Subordinate Lender pursuant to, and will be secured by the lien of, the Subordinate Mortgage. Notwithstanding anything in this Section 5(a) to the contrary, Subordinate Lender's right to cure any Senior Mortgage Default will terminate immediately upon the occurrence of any Bankruptcy Proceeding.: = E Release of Mortgaged Property. • (i) Subordinate Lender consents to and authorizes any futurereleaseby_'Seni-or_ Lender of all or any portion of the Mortgaged Property from the lien, operation, and effect of the Senior Loan Documents. Subordinate Lender waives to the fullest extent permitted by law, all equitable or other rights it may have in connection with the release of all or any portion of the Mortgaged Property, including any right to require Senior Lender to do any of the following: (A) To conduct a separate sale of any portion of the Mortgaged Property. Error! Unknown document property name. Subordination Agreement: Governmental Entity - TEL (Forward) • = _ - Page 10 (c) (B) To exhaust its remedies against all or any portion of the Mortgaged Property or any combination of portions of the Mortgaged Property or any other collateral for the Senior Indebtedness. (C) To proceed against Borrower, any other party that may be liable for any of the Senior Indebtedness (including any general partner of Borrower if Borrower is a partnership), all or any portion of the Mortgaged Property or combination of portions of the Mortgaged Property or any other collateral, before proceeding against all or such portions or combination of portions of the Mortgaged Property as Senior Lender determines. Subordinate Lender consents to and authorizes, at the option, of Senior`- . Lender, the sale, either separately or together, of all or any portion:of the_,::, Mortgaged Property. Subordinate Lender acknowledges that without Notice to Subordinate Lender and without affecting any of the provisions of this Agreement, Senior Lender may do any of the following: (A) Extend the time for or waive any payment or performance under the Senior Loan Documents. (B) Modify or amend in any respect any provision of the Senior Loan Documents. (C) Modify, exchange, surrender, release, and otherwise deal with any additional collateral for the Senior Indebtedness. Termination Upon Foreclosure. The lien of the Subordinate Loan Documents will automatically terminate upon the acquisition by Senior Lender or by a third -party purchaser of title to the Mortgaged Property pursuant to a foreclosure of, deed in lieu of foreclosure, or trustee's sale or other exercise of a power of sale or similar disposition under the Senior Mortgage. 6. Conflicts: If there is any conflict or inconsistency between the terms_.of the Subordinate:__ Loan Documents ,and the terms of this Agreement, then the terms of this Agreement will control: Borrower acknowledges that the terms and provisions of this Agreeinent_will hot; -- __- and will not be deemed to do any of the following: (a) Extend Borrower's time to cure any Senior Loan Default or Subordinate Loan Default. (b) Give Borrower the right to receive notice of any Senior Loan Default or Subordinate Loan Default, other than that, if any, provided, respectively under the Senior Loan Documents of the Subordinate Loan Documents. Error! Unknown document property name. Subordination Agreement Governmental Entity, — TEL (Forward) Page 11 (c) Create any other right or benefit for Borrower as against Senior Lender or Subordinate Lender. 7. Rights and Obligations of Subordinate Lender Under the Subordinate Loan Documents and of Senior Lender under the Senior Loan Documents. (a) Insurance. (i) All requirements pertaining to insurance under the Subordinate Loan Documents (including requirements relating to amounts and types of coverages, deductibles and special endorsements) will be deemed satisfied if Borrower complies with the insurance requirements under the Senior Loan Documents and of Senior Lender and Funding;Lender.:_, (ii) All original policies of insurance required pursuant to the Senior Loan Documents will be held by Senior Lender or Funding Lender. (iii) Nothing in this Section 7(a) will preclude Subordinate Lender from requiring that it be named as a mortgagee and 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 Loss Proceeds, or that Subordinate Lender be named as an additional insured under all policies of liability insurance maintained by Borrower with respect to the Mortgaged Property. (b) Condemnation or Casualty. In the event of a Condemnation or a Casualty, the following provisions will apply: (i) Subject to Section 9 of this Agreement, the rights of Subordinate Lender (under the Subordinate Loan Documents or otherwise) to participate in any proceeding or action relating to a Condemnation or a Casualty, or to - .participate or join in any settlement of, or to adjust, any claims resulting from a Condemnation or a Casualty, will be and remain subordinate in all respects to Senior -Lender's rights under the.:SeniorLoan-:Documents; and.::.:- s::c::.;s.r Subordinate Lender will be bound by any_settlement Tor•- adjustment of a _..s r: claim resulting from a Condemnation or a.Casualtymade_by_Senior:Lender _ _____` -°_-. (ii) All Loss Proceeds will be applied either to payment of the costs and expenses of Restoration or to payment on account of the Senior Indebtedness, as and in the manner determined by Senior Lender in its sole discretion; provided however, Senior Lender agrees to consult with Subordinate Lender in determining the application of Casualty proceeds. 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, will prevail. Error! Unknown document property name. Subordination Agreement Governmental Entity = TEL (Forward) -- -=--Page 12 (iii) If Senior Lender or Funding Lender holds Loss Proceeds, or monitors the disbursement of Loss Proceeds, Subordinate Lender will not do so. Nothing contained in this Agreement will be deemed to require Senior Lender to act for or on behalf of Subordinate Lender in connection with any Restoration or to hold or monitor any Loss Proceeds in trust for or otherwise on behalf of Subordinate Lender, and all or any Loss Proceeds may be commingled with any funds of Senior Lender. (iv) If Senior Lender elects to apply Loss Proceeds to payment on account of the Senior Indebtedness, and if the application of such Loss Proceeds results in the payment in full of the entire Senior Indebtedness, any remaining Loss Proceeds` held by "Senior Lender will be paid to Subordinate Lender. -unless; another party has asserted a claim to the remaining Loss Proceeds. (c) Modification of Subordinate Loan Documents. Subordinate Lender agrees that, until the principal of, interest on and all other amounts payable under the Senior Loan Documents have been paid in full, it will not, without the prior written consent of Senior Lender, 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 or Funding Lender under the Senior Loan Documents. If Subordinate Lender either (i) amends the Subordinate Loan Documents in the manner set forth above or (ii) assigns the Subordinate Loan without Senior Lender's consent then such amendment or assignment will be void ab initio and of no effect whatsoever. (d) Modification of Senior Loan Documents. Senior Lender may amend, waive, postpone, extend, renew, replace, reduce or otherwise modify any provisions of the Senior Loan Documents without the necessity of obtaining the consent of or providing Notice to Subordinate Lender, and without affecting any of the provisions of this Agreement. Notwithstanding the foregoing, Senior Lender may not modify any provision of the Senior Loan Documents that increases. the: Senior . • ,_:_ Indebtedness, without the consent or joinder of the Subordinate Lender; -except -for increases in the Senior. Indebtedness that result from advances made::byTSenior.': Lender to protect the security or lien priority of Senior Lender under --the. Senior «v Loan, Documents or to, cure defaults under the Subordinate Loan Documents.____-- (e) Commercial or Retail Leases. If requested, Subordinate Lender will enter into attornment and non -disturbance agreements with all tenants under commercial or retail Leases, if any, to whom Senior Lender has granted attornment and non - disturbance, on the same terms and conditions given by Senior Lender. (f) Consent Rights. Whenever the Subordinate Loan Documents give Subordinate Lender approval or consent rights with respect to any matter, and a right of approval or consent for the same or substantially the same matter is also granted to Senior Error! Unknown document property name. Subordination Agreement Governmental Entity — TEL (Forward) Page 13 (g) Lender or Funding Lender pursuant to the Senior Loan Documents or otherwise, Senior Lender's or Funding Lender's approval or consent or failure to approve or consent will be binding on Subordinate Lender. None of the other provisions of Section 7 are intended to be in any way in limitation of the provisions of this Section 7(D. Escrows. Except as provided in this Section 7(g), and regardless of any contrary provision in the Subordinate Loan Documents, Subordinate Lender will not collect any escrows for any cost or expense related to the Mortgaged Property or for any portion of the Subordinate Indebtedness. However, if Senior Lender or Funding Lender is not collecting escrow payments for one or more Impositions, Subordinate Lender may collect escrow payments for such Impositions; provided that all payments "so collected by Subordinate Lender willbe held in trust,by: Subordinate Lender to be applied only to the payment of such Impositions. ..-1:. (h) Certification. Within 10 days after request by Senior Lender or Funding Lender, Subordinate Lender will furnish Senior Lender and Funding Lender with a statement, duly acknowledged and certified setting forth the then -current amount and terms of the Subordinate Indebtedness, confirming that there exists no default under the Subordinate Loan Documents (or describing any default that does exist), and certifying to such other information with respect to the Subordinate Indebtedness as Senior Lender may request. 8. Refmancing. Subordinate Lender agrees that its agreement to subordinate under this Agreement will extend to any new mortgage debt which is for the purpose of refinancing all or any part of the Senior Indebtedness (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 Senior Loan Documents and Senior Lender will mean, respectively, the refinance loan documents and the holder of such refinanced debt. 9. Governmental Powers. Nothing in this Agreement is intended, :nor :will, it be construed;-:: -- : _.. <; _to in any way limit._the exercise by Subordinate Lender of its°_governmentaltpowersf _-=.,::,.f!•:: •_Ar j, (including police; regulatory and taxing powers) with respect to Borrower_or the:Mortgaged, -, .. :.. - Property, to the same extent as if it were not a party to this Agreementor: the transactions :� ;: contemplated by this Agreement. 10. Notices. (a) Any Notice 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 Error! Unknown document property name. Subordination Agreement Governmental Entity — TEL (Forward ----Page 14 (b) 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: Notices intended for Senior Lender will be addressed to: The Bank of New York Mellon Trust Company, N.A. 4655 Salisbury Road, Suite 300 Jacksonville, Florida 32256 Attention: Corporate Trust Department Telephone:(904) 645-1915 Notices intended for Subordinate Lender will be addressed to: City of Miami Department of Housing and Community Development 444 S.W. 2nd Avenue, 9th Floor Miami, Florida 33130 Attention: Victor Turner, Director WITH COPY TO: Office of the City Attorney, City of Miami 444 SW 2nd Avenue, 9th Floor Miami, Florida 33130 Attention: City Attorney Notices intended for Funding Lender will be 'addressed to: Grandbridge Real Estate Capital, LLC • 200 South College'Street, Suite 2100. :_Charlotte, NC 28202. Attention: - Head of Loan Servicing :. _............... Any .part y, by Notice given pursuant to this S ection-10, n ay `change the person 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 10. 11. Miscellaneous Provisions. (a) Assignments/Successors. This Agreement will be binding upon and will inure to the benefit of the respective legal successors and permitted assigns of the parties to Error! Unknown document property name: Subordination Agreement Governmental Entity = TEL (Forward) ----Page 15 (b) this Agreement. Except for Funding Lender, no other party will be entitled to any benefits under this Agreement, whether as a third -party beneficiary or otherwise. This Agreement may be assigned at any time by Senior Lender to any subsequent holder of the Senior Note. No Partnership or Joint Venture. Nothing in this Agreement or in any of the Senior Loan Documents or Subordinate Loan Documents will be deemed to constitute Senior Lender or Funding Lender as a joint venturer or partner of Subordinate Lender. (c) Further Assurances. Upon Notice from Senior Lender or Funding Lender, Subordinate Lender will execute and deliver such additional instruments and documents, and will take such actions, as are required by Senior Lender or Funding; Lender to further evidence or implement the provisions and intent of this Agreement. (d) Amendment. 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. (e) Governing Law. This Agreement will be governed by the laws of the State in which the Land is located. (f) (g) Severable Provisions. 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. Term. The term of this Agreement will commence on the date of this Agreement and will continue until the earliest to occur of the following events: (i) Thepayment of all the Senior Indebtedness; provided that this_Agreement_...::: will be reinstated in the event any payment on account of the , Senior- Ind_ ebtedness (whether by or on behalf of Borrower, as proceeds, of security or enforcement: of any right of set-off or otherwise) is for any reason repaid - or returned to Borrower or its insolvent estate, or -avoided, set --aside or :- - required to be paid to Borrower, a trustee, receiver or other similar -party - under any bankruptcy, insolvency, receivership or similar law. In such event, any or all of the Senior Indebtedness originally intended to be satisfied will be deemed to be reinstated and outstanding to the extent of any repayment, return, or other action, as if such payment on account of the Senior Indebtedness had not been made. Error! Unknown document property name. Subordination Agreement... Governmental Entity — TEL (Forward) ==image 16 (ii) The payment of all the Subordinate Indebtedness other than by reason of payments which Subordinate Lender is obligated to remit to Senior Lender pursuant to this Agreement. (iii) The acquisition by Senior Lender or by a third -party purchaser of title to the Mortgaged Property pursuant to a foreclosure of, deed in lieu of foreclosure, or trustee's sale or other exercise of a power of sale or similar disposition under the Senior Mortgage. (iv) With the prior written consent of Senior Lender, without limiting the provisions of Section 4(b)(iv), the acquisition by Subordinate Lender of title to the Mortgaged Property subject to the Senior Mortgage pursuant to a foreclosure, or a deed in lieu of foreclosure, of (or:the:exercise of a power = _:.:: of sale•under) the Subordinate Mortgage. Counterparts. 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. Entire Agreement. This Agreement represents the entire understanding and agreement between the parties regarding the matters addressed in this Agreement, and will supersede and cancel any prior agreements regarding such matters. (j) Authority. Each person executing this Agreement on behalf of a party to this Agreement 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. (k) No Waiver. 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 exercisenfsuchright,: power, or remedy ;or the exercise of any other right, power or remedy•under-this- Agreement,. T... (1) Remedies. Each party. to this Agreement acknowledges that if any party fails- to comply with its obligations under this Agreement, the other parties will- have al-1-- rights available at law and in equity, including the right to obtain specific performance of the obligations of such defaulting party and injunctive relief. (m) Funding Lender's Rights to Control. Notwithstanding anything herein to the contrary, pursuant to the Senior Mortgage and Section 6.03 of the Funding Loan Agreement, all acts, consents, approvals and undertakings of Senior Lender hereunder shall be solely at the written direction of the Funding Lender. The parties Error! Unknown document property name. Subordination Agreement Governmental Entity — TEL (Forward) .1. hereto acknowledge and agree that Funding Lender is a third party beneficiary of this Agreement, with full rights as such. [SIGNATURE AND ACKNOWLEDGMENT PAGES FOLLOW] • Error! Unknown document propertjrname.. Subordination Agreement • . - Governmental Entity — TEL. (Forward) 7_ - 7: . _ -Page 18 IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year first above written. EXECUTED IN THE PRESENCE OF: SENIOR LENDER: THE BANK OF NEW YORK MELLON Signature TRUST COMPANY, N.A. Printed Name By: Post Office address of Witness Signature Printed Name Post Office address of Witness STATE OF COUNTY OF ) ss: Name: Title: The foregoing instrument was acknowledged before me by means of U physical presence or ❑ online notarization, this of , 2026 by , as of The Bank of New York Mellon Trust Company, N.A., a national banking association organized under the laws of the United States, on behalf of said banking association. Said person is personally known to me or has produced a valid driver's license as identification. [Notary Seal] (Name typed, printed or stamped) (Title or rank)• (Serial number, if any) Subordination Agreement. Governmental Entity — TEL (Forward) • -_ _ :_. --Page S-1 odd B Hannon, City C Address: 3500 Pan American Drive City, State, Z/H202h • iami Florida 33133 Date: 5 APPROVED AS TO DEPARTMENTAL REQUIREMENTS: By: ictor T. Turner, Director of Department of Housing and Community Development Address: 444 S.W. 2nd Avenue, 9th Floor City, State, Zip: Miami, Florida 33130 STATE OF FLORIDA CITY/COUNTY OF MIAMI-DADE: SUBORDINATE LENDER: CITY OF MIAMI, a municipal corporation of the State of Florida By: APPROVED AS TO FORM AND CORRECTNESS: By: . K . ttits George Wysong I Tty Attorney I HEREBY CERTIFY that on this day, before me, an officer duly aut�horized in the state aforesaid and in the county aforesaid to take acknowledgments, by means ofr'physical presence or ❑ online notarization, personally appeared JAMES REYES, as City Manager for the City of Miami, a municipal corporation of the State of Florida, on behalf of the municipal corporation, to me known to be the person, described in and who executed the foregoing instrument as theerlii 1%icn4v6f C i �� 'a , and acknowledged to me that he/she as such officer, being authorized to do so, executed the foregoing instrument for the purpo es therein contained in the name of such by himself/herself as (I J' e( Witness my hand° and official seal in the county and state aforesaid,✓this 't day of R(A)-) , 2026. • OFELIA E. GONZALEZ M' COMMISSION • HM 408741 EXPIRES: August 2, 2027 i (NOTARY SEAL ABOVE) Nary Pu . is Print Name My Commission Expires: Serial No.: Subordination Agreement Governmental Entity — TEL (Forward) - Page S-2 CONSENT OF BORROWER Borrower acknowledges receipt of a copy of this Subordination Agreement, dated , 2026, by and between The Bank of New York Mellon Trust Company, N.A. and the City of Miami and consents to the agreement of the parties set forth in this Agreement. [SIGNATURE AND ACKNOWLEDGMENT PAGE TO FOLLOW] Subordination Agreement Governmental Entity — TEL (Forward) Consent of Borrower EXECUTED IN THE PRESENCE OF: BORROWER: THE GALLERY AT WEST BRICKELL, LLC, Signature a Florida limited liability company Printed Name Post Office address of Witness Signature Printed Name Post Office address of Witness STATE OF ) COUNTY OF ) By: The Gallery at West Brickell Manager, LLC, a Florida limited liability company, its Manager By: Tony Del Pozzo, Vice President ACKNOWLEDGMENT THE FOREGOING INSTRUMENT was acknowledged before me by means of ❑ physical presence or ❑ online notarization this day of , 2026 by Tony Del Pozzo, as Vice President of The Gallery at West Brickell Manager, LLC, a Florida limited liability company, the manager of The Gallery at West Brickell, LLC , a Florida limited company. Said person is [J personally known to me or [1 has produced a Florida Driver's License No. as identification. Notary Public State of Florida at Large My Commission Expires: Subordination Agreement Governmental Entity — TEL (Forward) - - Consent: of Borrower 2 6(G EXHIBIT A LEGAL DESCRIPTION Error! Unknown document property name. Subordination Agreement Governmental Entity — TEL (Forward) Exhibit A-1