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HomeMy WebLinkAbout23296AGREEMENT INFORMATION AGREEMENT NUMBER 23296 NAME/TYPE OF AGREEMENT CITIBANK, N.A. DESCRIPTION SUBORDINATION & INTERCREDITOR AGREEMENT/ACQUISITION, CONSTRUCTION, DEVELOPMENT, EQUIPPING AND/OR OPERATION OF THE PROPERTY/FILE ID: 5562/R-19-0141 EFFECTIVE DATE ATTESTED BY TODD B. HANNON ATTESTED DATE 9/28/2020 DATE RECEIVED FROM ISSUING DEPT. 9/30/2020 NOTE Draft #5: 09/25/2020 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Citibank, N.A. Transaction Management Group/ Post Closing 388 Greenwich Street, Trading 6th Floor New York, NY 10013 Attn: Tanya Jimenez Deal ID # 25940 SUBORDINATION. AND INTERCREDITOR AGREEMENT (City Miami Forever Bond Loan — Second Lien) This SUBORDINATION AND INTERCREDITOR AGREEMENT • (this "Agreement") dated as of September , 2020, is made by and between the CITY OF MIAMI, a municipal corporation of the State of Florida ("Junior Lender") and CITIBANK, N.A., a national banking association ("Senior Lender"). RECITALS: A. RESIDENCES AT DR. KING BOULEVARD, LTD., a Florida limited partnership ("Borrower") received a loan from the Senior Lender (the "Senior Loan") for the acquisition, construction, development, equipping and/or operation of the Property. B. The Senior Loan is evidenced by the Senior Note and that certain Construction Loan Agreement, dated as of September 1, 2020, between Borrower and Senior Lerider;as the same may from time to time be extended, consolidated, substituted for, modified, -:increased, amended and supplemented (the "Senior Loan Agreement"). The term "Senior Note" means that certain Multifamily Note, dated as of September , 2020, the date hereof, in the: maximum principal amount of $24,600,000.00 made by Borrower payable to the order of Senior_Lend'exas. the same may from time to time be extended, consolidated, substituted for, modified.;;incrdased, amended and supplemented. C. The Senior Loan is secured by, among other things, that certain Multifamily Mortgage, Assignment of Rents, Security Agreement and Fixture Filing, dated as September 1, 2020, executed by Borrower for the benefit of Senior, as the same may from time to time be extended, consolidated, substituted for, modified, increased, amended and supplemented (the "Senior Security Instrument"; together with the Senior Note, the Senior Loan Agreement and all other documents executed in connection with the Senior Loan, as the same may from time to time be extended, consolidated, substituted for, modified, increased, amended and supplemented in accordance with the provisions of this Agreement, the "Senior Loan Documents"), which Senior Security Instrument encumbers certain real property on which will be constructed a certain multifamily housing development located in the City of Miami, Miami -Dade County, Florida (the "Property"). The Property is more fully described in Exhibit A attached hereto. Subordination and Intercreditor Agreement - (City Miami GOB) Residences at Dr. King Boulevard D. Junior Lender has made a loan (the "Junior Loan") to Borrower in the original principal amount of $2,000,000, which Junior Loan is evidenced by a certain Promissory Note (Miami Forever Bond Loan) for Residences at Dr. King Boulevard, Ltd., dated , made by the Borrower to Junior Lender in the aggregate principal amount of the Junior Loan (the "Junior Note"), secured by, the Junior Security Instrument (as hereinafter defined) encumbering the Property and made according to the terms and conditions in the Loan Agreement for Residences at Dr. King Boulevard, Ltd., dated (the "Junior Loan Agreement"), by and between the Junior Lender and the Borrower. E The Senior Lender has requested that the Junior Lender execute this Subordination Agreement to confirm the subordinate nature of the Junior Security Instrument. NOW, THEREFORE, for Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to induce the making of the Senior Loan and to induce the Senior Lender to consent to the Junior Loan and the Junior Security Instrument, and in consideration thereof, the Senior Lender, the Borrower and the Junior Lender hereby agrees as follows: 1. Definitions. Capitalized terms used but not defined in this Agreement shall have the meanings ascribed thereto in the Senior Security Instrument. As used in this Agreement, the terms set forth below shall have the respective meanings indicated: "Bankruptcy Proceeding" means any bankruptcy, reorganization, insolvency, composition, restructuring, dissolution, liquidation, receivership, assignment for the 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. "Casualty" means the occurrence of damage to or loss of any of the Property by fire or other casualty. "Condemnation" means any proposed or actual condemnation or other taking, or conveyance in lieu thereof, of all or any part of the Property, whether direct or indirect. t. ,.., "Deed" means that certain Special Warranty Deed dated , 2020 from ',fi e. City. of; Miami, Florida, as the Grantor, to the Borrower as the Grantee. , a C.. "Deed Declaration of Restrictive Covenants" means the Declaration of :Rests i tive Covenants for Residences at Dr. King Boulevard, Ltd., dated by the Borrower in favor of the City of Miami, Florida executed and recorded in connection with the. execution and recordation of the Deed. "Disbursement Agreement" means the Disbursement Agreement for Residences at Dr. King Boulevard, Ltd., dated , by and between the Borrower and the Junior Lender. "Enforcement Action" means with respect to the Junior Indebtedness and Junior Security Instrument, the acceleration of all or any part of the Junior Indebtedness, the advertising Subordination and Intercreditor Agreement - (City GOB HOME) Residences at Dr. King Boulevard 2 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 appointment of a receiver, the seeking of default interest, the taking of possession or control of any of the Property, the commencement of any suit or other legal, administrative, or arbitration proceeding based upon the Junior Note or any other of the Junior Loan Documents, the exercising of any banker's lien or rights of set-off or recoupment, or the taking of any other enforcement action against Borrower, any other party liable for any of the Junior Indebtedness or obligated under any of the Junior Loan Documents, or the Property; provided that "Enforcement Action" shall specifically not include action taken by the Junior Lender in its capacity as the Grantor under the Deed or the beneficiary of the Deed Declaration of Restrictive Covenants or in its capacity as a municipal corporation, taxing entity, municipal service provider or regulatory body. "Enforcement Action Notice" means a written notice from Junior Lender to Senior Lender, given following a Junior Loan Default and the expiration of any notice or cure periods provided for such Junior Loan Default in the Junior Loan Documents, setting forth in reasonable detail the Enforcement Action proposed to be taken by Junior Lender. "Junior Indebtedness" means all indebtedness of any kind at any time evidenced or secured by, or arising under, the Junior Loan Documents, whether incurred, arising or accruing before or after the filing of any Bankruptcy Proceeding but shall specifically exclude any other financial or legal liability of the Borrower to the Junior Lender that is not evidenced by the Junior Note. "Junior Loan Declaration of Restrictive Covenants" means the Declaration of Restrictive Covenants for Residences at Dr. King Boulevard, Ltd., dated , by the Borrower in favor of the Junior Lender in connection with the Junior Loan. "Junior Loan Documents" means, collectively, the Junior Loan Declaration of Restrictive Covenants, the Disbursement Agreement, Junior Note, the Junior Security Instrument, the Junior Loan Agreement, the Rental Regulatory Agreement and all other documents evidencing, securing or delivered in connection with the Junior Loan, all of which are listed Exhibit B attached hereto, together with such modifications, amendments and supplements thereto as are approved in writing by Senior Lender prior to their execution, but excluding the Deed and Deed Declaration of Restrictive Covenants. "Junior Security Instrument" means the Mortgage and Security Agreement for Residences at Dr. King Boulevard, Ltd., dated , by and between the Junior Lender and the Borrower, as the same may from time to time be extended, consolidated, substituted for, modified, amended or supplemented upon receipt of the consent of Senior Lender. "Junior Loan 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 Junior Security Instrument. Subordination and Intercreditor Agreement - (City GOB HOME) Residences at Dr. King Boulevard 3 "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. "Property" means (i) Borrower's interest in the land and improvements known or to be known as The Residences at Dr. King Boulevard, located in the City of Miami, Miami -Dade County, Florida, which Property is more particularly described on Exhibit A attached hereto, and (ii) all furniture, fixtures and equipment located at such apartments and other property, accounts, deposits and rights and interests of Borrower encumbered by the Senior Security Instrument and/or the other Senior Loan Documents. The term "Property" does not include the land, which is owned by the Junior Lender. "Rental Regulatory Agreement" means the Rent Regulatory Agreement for Residences at Dr. King Boulevard, Ltd., dated , between the Borrower and the Junior Lender. "Senior Indebtedness" means all indebtedness of any kind at any time evidenced or secured by, or arising under, the Senior Loan Documents, whether incurred, arising or accruing before or after the filing of any Bankruptcy Proceeding. "Senior Loan 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 Senior Security Instrument. "Servicer" means the Servicer contracting with or appointed by the Senior Lender to service the Senior Loan. 2. Junior Loan and Junior Loan Documents are Subordinate; Acts by Senior Lender do not Affect Subordination. (a) Junior Lender hereby covenants and agrees on behalf of itself and its successors and permitted assigns that the Junior Indebtedness is and shall at all times continue to be, subordinate, subject and inferior (in payment and priority) to the prior payment in full of the Senior Indebtedness, and that the liens, rights, payment interests, priority interests and security interests granted to Junior Lender in connection with the Junior Loan and under the Junior Loan Documents are, and are hereby expressly acknowledged to be in all respects and at all times, subject, subordinate and inferior in all respects to the liens, rights, payment, priority and security interests granted to Senior Lender under the Senior Loan and the Senior Loan Documents and the terms, covenants, conditions, operations and effects thereof. For avoidance of doubt, as used herein, "lien" shall specifically exclude (i) the restrictions contained in the Deed and the Deed Declaration of Restrictive Covenants and (ii) 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 the Junior Lender in its capacity as a taxing entity, municipal service provider or regulatory body. (b) Except as expressly set forth herein, repayment of the Junior Indebtedness, is and shall be postponed and subordinated to repayment in full of the Senior Loan. Prior Subordination and Intercreditor Agreement - (City GOB HOME) Residences at Dr. King Boulevard 4 to a Senior Loan Default (regardless of whether such Default occurs prior to or during the pendency of a Bankruptcy Proceeding), Junior Lender shall be entitled to receive and retain payments made pursuant to and in accordance with the terms of the Junior Loan Documents; provided, however, that no such payment is made more than ten (10) days in advance of the due date thereof. Junior Lender agrees that from and after such time as it has received from either Senior Lender or Borrower written notice that a Senior Loan Default then exists (which has not been expressly waived in writing by Senior Lender) or otherwise has actual knowledge of such a Senior Loan Default, Junior Lender shall not receive or accept any payments under the Junior Loan. If (i) Junior Lender receives any payment, property, or asset of any kind or in any form on account of the Junior Indebtedness (including, without limitation, any proceeds from any Enforcement Action) after a Senior Loan Default of which Junior Lender has actual knowledge or has been given notice, or (ii) Junior Lender receives, voluntarily or involuntarily, by operation of law or otherwise, any payment, property, or asset in or in connection with any Bankruptcy Proceeding, such payment, property, or asset will be received and held in trust for Senior Lender. Junior Lender will promptly remit, in kind and properly endorsed as necessary, all such payments, properties, and assets to Senior Lender. Senior Lender shall apply any payment, asset, or property so received from Junior 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 shall determine in its sole and absolute discretion. (c) Without limiting the complete subordination of the Junior Indebtedness to the payment in full of the Senior Indebtedness, in any Bankruptcy Proceeding, upon any payment or distribution (whether in cash, property, securities, or otherwise) to creditors (i) the Senior Indebtedness shall first be paid in full in cash before Junior Lender shall be entitled to receive any payment or other distribution on account of or in respect of the Junior Indebtedness, and (ii) until all of the Senior Indebtedness is paid in full in cash, any payment or distribution to which Junior Lender would be entitled but for this Agreement (whether in cash, property, or other assets) shall be made to Senior Lender. (d) The subordination of the Junior Indebtedness shall continue in the event that any payment under the Senior Loan Documents (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, the Senior Indebtedness or part thereof originally intended to be satisfied shall 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. (e) The subordination of the Junior Loan Documents and of the Junior Indebtedness shall apply and continue notwithstanding (i) the actual date and time of execution, delivery, recording, filing or perfection of the Senior Security Instrument and other Senior Loan Documents and of the Junior Security Instrument and other Junior Loan Documents, and (ii) the availability of any collateral to Senior Lender, including the availability of any collateral other than the Property. Subordination and Intercreditor Agreement - (City GOB HOME) Residences at Dr. King Boulevard 5 (f) By reason of, and without in any way limiting, the full subordination of the Junior Indebtedness and the Junior Loan Documents provided for in this Agreement, all rights and claims of Junior Lender under the Junior Security Instrument or under the Junior Loan Documents in or to the Property or any portion thereof, the proceeds thereof, the Leases thereof, the Rents, issues and profits therefrom, and the Loss Proceeds payable with respect thereto, are expressly subject and subordinate in all respects to the rights and claims of Senior Lender under the Senior Loan Documents in and to the Property or any portion thereof, the proceeds thereof, the Leases thereof, the Rents, issues and profits therefrom, and the Loss Proceeds payable with respect thereto. (g) If Junior Lender, by indemnification, subrogation or otherwise, shall acquire any lien, estate, right or other interest in any of the Property, that lien, estate, right or other interest shall 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 Junior Indebtedness and the Junior Loan Documents are subordinate pursuant to this Agreement; provided, however, that this provision shall not apply to any lien, estate, right or other interest the Junior Lender may acquire as a result of or resulting from (i) the restrictions contained in the Deed and/or the Deed Declaration of Restrictive Covenants and (ii) 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 the Junior Lender in its capacity as a municipal corporation, taxing entity, municipal service provider or regulatory body. For avoidance of doubt, this Agreement shall in no way diminish, limit or otherwise restrain the Junior Lender's power and authority as a sovereign municipal authority in the State of Florida. (h) In confirmation, and not as a condition, of the subordination of the Junior Indebtedness and the Junior Loan Documents provided for in this Agreement, Junior Lender shall place on or attach to the Junior Note a notice to the following effect, and shall provide Senior Lender with a copy of the Junior Note showing such notice: "The indebtedness evidenced by this Note is and shall be subordinate in right of payment to the prior payment in full of all amounts then due and payable (including, but not limited to, all amounts due and payable by virtue of any default or acceleration or upon maturity) with respect to the indebtedness evidenced by the Note (as defined by that certain Multifamily Mortgage, Assignment of Rents, Security Agreement and Fixture Filing by the Borrower in favor of CITIBANK, N.A., a national banking association), in the original maximum principal amount of $24,600,000, executed by Borrower and payable to CITIBANK, N.A. ("Senior Lender") to the extent and in the manner provided in that certain Subordination and Intercreditor Agreement, dated as of , between Senior Lender and the holder of this Note (the "Subordination Agreement"). The rights and remedies of the payee and each subsequent holder of this Note shall be deemed, by virtue of such holder's acquisition of this Note, to have agreed to perform and observe all of the terms, Subordination and Intercreditor Agreement - (City GOB HOME) Residences at Dr. King Boulevard 6 covenants and conditions to be performed or observed by the "Junior Lender" under the Subordination Agreement." (i) Junior Lender hereby acknowledges and agrees that Senior Lender may, without the consent or approval of Junior Lender, agree with Borrower to extend, consolidate, modify, increase or amend any or all the Senior Loan Documents and otherwise act or fail to act with respect to any matter set forth in any Senior Loan Document (including, without limitation, the exercise of any rights or remedies, waiver, forbearance or delay in enforcing any rights or remedies, the declaration of acceleration, the declaration of defaults or events of default, the release, in whole or in part, of any collateral or other property, and any consent, approval or waiver), and all such extensions, consolidations, modifications, amendments acts and omissions shall not release, impair or otherwise affect Junior Lender's obligations and agreements hereunder, Borrower covenants and agrees to give Junior Lender written notice of any agreement between Senior Lender and Borrower to extend, consolidate, modify, increase or amend any or all the Senior Loan Documents; provided that no such extension, waiver, modification, amendment, exchange, surrender, release by or of the Senior Lender, including, in particular but without limitation, any release of collateral or other property shall affect the Junior Loan Documents, Junior Note, or Junior Indebtedness and provided further that any extension will not extend more than 45 years past the date of this Agreement. 3. Junior Lender Agreements. (a) Without the prior written consent of Senior Lender in each instance, Junior Lender shall not (i) amend, modify, waive, extend, renew or replace any provision of any of the Junior Loan Documents in a manner that creates an adverse effect upon Senior Lender under the Senior Loan Documents, or (ii) pledge, assign, transfer, convey, or sell any interest in the Junior Indebtedness or any of the Junior Loan Documents unless required under applicable law or court order to do so and Senior Lender is given prior written notice of any such transfer and acknowledgment by transferee that the loan remains subject to this subordination agreement, provided that in no event may any such pledge, assignment, transfer, conveyance or sale be to Borrower or its affiliates; or (iii) accept any payment on account of the Junior Indebtedness other than a regularly scheduled payment of interest or principal and interest made not earlier than ten (10) days prior to the due date thereof; or (iv) take any action which has the effect of increasing the Junior Indebtedness (other than in connection with a cure of a default under the Senior Security Instrument as provided in Section 4(a) hereof); or (v) bring any action in connection with the Property; or (vi) commence any Enforcement Action until 90 days after Junior Lender has delivered to Senior Lender an Enforcement Action Notice. Regardless of any contrary provision in Junior Loan Documents, Junior Lender shall not collect payments for the purpose of escrowing for any cost or expense related to the Property or for any portion of the Junior Indebtedness. Borrower acknowledges and agrees that such modification without notice to or the consent of the Senior Lender may result in a default under the Senior Loan Documents to the extent determined by the Senior Lender in its sole and absolute discretion. Subordination and Intercreditor Agreement - (City GOB HOME) Residences at Dr. King Boulevard 7 (b) Junior Lender hereby agrees that Senior Lender may, at its option (but without any obligation to do so), at any time (including during the pendency of a Bankruptcy Proceeding), purchase the Junior Loan at par plus accrued and unpaid interest and reasonable out-of-pocket expenses of the Junior Lender, if any (and without liability for any prepayment premiums or liquidated damages set forth in the Junior Loan Documents). Such transfer and assignment of the Junior Loan shall be without representation or recourse, except that Junior Lender shall represent that it is the sole holder of the Junior Loan, that it has authority to assign and convey the Junior Loan Documents, that, to the best of its knowledge, there are no defaults or breaches under the Junior Loan Documents (or if there are defaults, stating the nature and extent of such defaults), and as to the total amount then outstanding under the Junior Loan. Additionally, Senior Lender shall have the right, but shall not have any obligation, to cure any Junior Loan Default until ninety (90) days following Senior Lender's receipt of an Enforcement Action Notice given by Junior Lender as a consequence of the Junior Loan Default. Senior Lender shall not be subrogated to the rights of Junior Lender under the Junior Loan Documents by reason of Senior Lender having cured any Junior Loan Default. However, Junior Lender acknowledges that all amounts advanced or expended by Senior Lender to cure a Junior Loan Default shall be added to and become a part of the Senior Indebtedness pursuant to the terms of the Senior Security Instrument. (c) In the event and to the extent that the Junior Lender has certain approval or consent rights under the Junior Loan Documents, Junior Lender may exercise such approval rights to the extent such rights do not otherwise conflict with the provisions of this Agreement. Without limiting the generality of the foregoing, Senior Lender shall have all approval, consent and oversight rights in connection with any insurance claims relating to the Property, any decisions regarding the use of insurance proceeds after a casualty loss or condemnation awards, the hiring or firing of property managers, or otherwise related in any way to the Property, and Junior Lender shall have no right to object to any such action or approval taken by Senior Lender and shall consent thereto and be bound thereby. (d) Junior Lender agrees that in any action commenced to enforce the obligation of Borrower to pay any portion of the Junior Indebtedness, the judgment shall not be enforceable personally against Borrower or Borrower's assets, and the recourse of Junior Lender for the collection of the Junior Indebtedness shall be limited to actions against the Property and the rents, profits, issues, products, and income from the Property. (e) Junior Lender shall not commence or join with any other creditor in commencing any Bankruptcy Proceeding involving Borrower, and Junior Lender shall not initiate and shall not be a party to any action, motion or request, in a Bankruptcy Proceeding involving any other person or entity, which seeks the consolidation of some or all of the assets of Borrower into such Bankruptcy Proceeding; provided, however, that if a bankruptcy proceeding is commenced then Junior Lender shall be permitted to respond and/or intervene in such proceedings without additional consent from such Senior Lender. In the event of any Bankruptcy Proceeding relating to Borrower or the Property or, in the event of any Bankruptcy Proceeding relating to any other person or Subordination and Intercreditor Agreement - (City GOB HOME) Residences at Dr. King Boulevard 8 entity into which (notwithstanding the covenant in the first sentence of this clause) the assets or interests of Borrower are consolidated, then in either event, the Senior Loan shall first be paid in full before Junior Lender shall be entitled to receive and retain any payment or distribution in respect to the Junior Loan. Junior Lender agrees that (i) Senior Lender shall receive all payments and distributions of every kind or character in respect of the Junior Loan to which Junior Lender would otherwise be entitled, but for the subordination provisions of this Agreement (including without limitation, any payments or distributions during the pendency of a Bankruptcy Proceeding involving Borrower or the Property), and (ii) the subordination of the Junior Loan and the Junior Loan Documents shall not be affected in any way by Senior Lender electing, under Section 1111(b) of the federal bankruptcy code, to have its claim treated as being a fully secured claim. In addition, Junior Lender hereby covenants and agrees that, in connection with a Bankruptcy Proceeding involving Borrower, neither Junior Lender nor any of its affiliates shall (i) make or participate in a loan facility to or for the benefit of Borrower on a basis that is senior to or pari passu with the liens and interests held by Senior Lender pursuant to the Senior Loan Documents, (ii) not vote affirmatively in favor of any plan of reorganization or liquidation unless Senior has also voted affirmatively in favor of such plan, and (iii) not contest the continued accrual of interest on the Senior Indebtedness, in accordance with and at the rates specified in the Senior Loan Documents, both for periods before and for periods after the commencement of such Bankruptcy Proceedings. Junior Lender shall execute and deliver to Senior Lender assignments or other instruments as may be requested by Senior Lender in order to enable it to exercise the above -described authority or powers with respect to any or all of the Junior Loan Documents, and to collect and receive any and all payments or distributions which may be payable or deliverable at any time upon or with respect to any of the Junior Loan Documents to Junior Lender. (f) Junior Lender covenants and agrees that the effectiveness of this Agreement and the rights of Senior Lender hereunder shall be in no way impaired, affected, diminished or released by any renewal or extension of the time of payment of the Senior Loan, by any delay, forbearance, failure, neglect or refusal of Senior Lender in enforcing payment thereof or in enforcing the lien of or attempting to realize upon the Senior Loan Documents or any other security which may have been given or may hereafter be given for the Senior Loan, by any waiver or failure to exercise any right or remedy under the Senior Loan Documents, or by any other act or failure to act by Senior Lender. Junior Lender acknowledges that Senior Lender, at its sole option, may release all or any portion of the Property from the lien of the Senior Security Instrument, and may release or waive any guaranty, surety or indemnity providing additional collateral to Senior Lender, and Junior Lender hereby waives any legal or equitable right in respect of marshaling it might have, in connection with any release of all or any portion of the Property by Senior Lender, to require the separate sales of any portion of the Property or to require Senior Lender to exhaust its remedies against any portion of the Property or any other collateral before proceeding against any other portion of the Property or other collateral (including guarantees) for the Senior Loan. For avoidance of doubt, no such release shall be effective to release the Property from the Junior Security Instrument without the consent of the Junior Lender. Senior Lender may pursue all rights and remedies available to it under the Senior Loan Documents, at law, or in equity, regardless Subordination and Intercreditor Agreement - (City GOB HOME) Residences at Dr. King Boulevard 9 of any Enforcement Action Notice or Enforcement Action by Junior Lender. At any time or from time to time and any number of times, without notice to Junior Lender and without affecting the liability of Junior Lender, (a) the time for payment of the Senior Indebtedness may be extended or the Senior Indebtedness may be renewed in whole or in part; (b) the time for Borrower's performance of or compliance with any covenant or agreement contained in the Senior Loan Documents, whether presently existing or hereinafter entered into, may be extended or such performance or compliance may be waived; (c) the maturity of the Senior Indebtedness may be accelerated as provided in the Senior Loan Documents; (d) any Senior Loan Document may be modified or amended by Senior Lender and Borrower in any respect, including, but not limited to, an increase in the principal amount; and (e) any security for the Senior Indebtedness may be modified, exchanged, surrendered or otherwise dealt with or additional security may be pledged or mortgaged for the Senior Indebtedness; provided that no such extension, waiver, modification, amendment, exchange, surrender, release by or of the Senior Lender, including, in particular but without limitation, any release of collateral or other property shall affect the Junior Loan Documents, Junior Note, or Junior Indebtedness. Borrower covenants and agrees to give Junior Lender written notice of any action taken by Senior Lender in accordance with (a)-(e) of the previous sentence. If, after the occurrence of a Senior Loan Default, Senior Lender acquires title to any of the Property pursuant to a mortgage foreclosure conducted in accordance with applicable law (including with respect to application of any excess proceeds from such sale), the lien, operation, and effect of the Junior Security Instrument and other Junior Loan Documents automatically shall terminate with respect to such Property upon Senior Lender's acquisition of title. For the avoidance of doubt, provided the Senior Indebtedness and all other amounts owed to Senior Lender relating to the Senior Indebtedness have been paid in full, following the acquisition by Senior Lender of title to the Property pursuant to a foreclosure, or a deed in lieu of foreclosure, of (or the exercise of a power of sale contained in) the Senior Security Instrument, any excess proceeds shall be available from such foreclosure sale (or deed in lieu) to satisfy the indebtedness of subordinate loans (including the Junior Indebtedness) in accordance with Florida law. (g) Junior Lender acknowledges that it entered into the transactions contemplated by the Junior Loan Documents and made the Junior Loan to Borrower without reliance upon any information or advice from Senior Lender. Junior Lender made its own underwriting analysis in connection with the Junior Loan, its own credit review of Borrower, and investigated all matters pertinent, in Junior Lender's judgment, to its determination to make the Junior Loan to Borrower. Junior Lender acknowledges that it was represented by competent counsel in connection with this Agreement. (h) Junior Lender hereby represents and warrants that: (i) Junior Lender is now the owner and holder of the Junior Loan Documents; (ii) the Junior Loan Documents are now in full force and effect; (iii) the Junior Loan Documents have not been modified or amended; (iv) no default or event which, with the passing of time or giving of notice would constitute a default, under the Junior Loan Documents has occurred; (v) none of the rights of Junior Lender under any of the Junior Loan Documents are subject to the rights of any third parties, by way of subrogation, indemnification or otherwise; and (viii) there are no other Junior Loan Documents other than those listed on Exhibit B Subordination and Intercreditor Agreement - (City GOB HOME) Residences at Dr. King Boulevard 10 hereto. Borrower further represents and warrants that it has provided to Senior Lender a true, complete, and correct copy of all the Junior Loan Documents. (i) Junior Lender hereby agrees that notwithstanding anything to the contrary in the Junior Loan Documents, for so long as the Senior Loan is outstanding, (i) the maturity date of the Junior Note shall occur no earlier than one (1) month after the maturity date of the Senior Note, and (ii) Borrower shall not be obligated to make payments under the Junior Note until the Senior Loan has been paid in full. 4. Standstill Agreement; Right to Cure Senior Loan Default. (a) Until such time as any of the Senior Indebtedness has been repaid in full and the Senior Security Instrument has been released and discharged, Junior Lender shall not without the prior written consent of Senior Lender, which may be withheld in Senior Lender's sole and absolute discretion, (i) accelerate the Junior Loan, (ii) exercise any of Junior Lender's remedies under the Junior Security Instrument or any of the other Junior Loan Documents (including, without limitation, the commencement of any judicial or non -judicial action of proceeding (a) to enforce any obligation of Borrower under any of the Junior Loan Documents, (b) to collect any monies payable to Borrower, (c) to have a receiver appointed to collect any monies payable to Borrower; or (d) to foreclose the lien(s) created by the Junior Security Instrument) or (iii) file or join in the filing of any involuntary Bankruptcy Proceeding against Borrower or any person or entity which owns a direct or indirect interest in Borrower; provided, however, that such limitation on the remedies of Junior Lender shall not derogate or otherwise limit Junior Lender's rights, following an event of default under the Junior Loan Documents to (a) compute interest on all amounts due and payable under the Junior Loan at the default rate described in the Junior Loan Documents, (b) compute prepayment premiums and late charges, and (c) enforce against any person, other than Borrower and any guarantors or indemnitors under the Senior Loan Documents, any guaranty of the obligations of Borrower under the Junior Loan. Nothing in this section is intended, nor will it be construed, to in any way limit the exercise by Junior Lender of (i) exercising its governmental powers (including police, regulatory and taxing powers), (ii) the restrictions contained in the Deed and/or the Deed Declaration of Restrictive Covenants, and (iii) 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 the Junior Lender in its capacity as a municipal corporation, taxing entity, municipal service provider or regulatory body. For avoidance of doubt, this Agreement shall in no way diminish, limit or otherwise restrain the Junior Lender's power and authority as a sovereign municipal authority in the State of Florida. (b) Senior Lender shall, simultaneously with the sending of any notice of a Senior Loan Default to Borrower, send to Junior Lender a copy of said notice under the Senior Loan Documents; provided, however, failure to do so shall not affect the validity of such notice or any obligation of Borrower to Senior Lender and shall not affect the relative priorities between the Senior Loan and the Junior Loan as set forth herein. Borrower covenants and agrees to forward to Junior Lender, within three (3) business Subordination and Intercreditor Agreement - (City GOB HOME) Residences at Dr. King Boulevard 11 days of Borrower's receipt thereof, a copy of any notice of a Senior Loan Default Borrower receives from Senior Lender. (c) Junior Lender shall have the right, but shall have no obligation, to cure any Senior Loan Default; provided, if Junior Lender shall elect to cure any such Default, it shall so notify Senior Lender and shall commence and complete such curing within any applicable notice or grace period, if any, as Borrower is permitted by the terms of the Senior Loan Documents to cure such Senior Loan Default. Junior Lender shall not be subrogated to the rights of Senior Lender under the Senior Loan Documents by reason of Junior Lender having cured any Senior Loan Default. However, Senior Lender acknowledges that, to the extent so provided in the Junior Loan Documents, amounts advanced or expended by Junior Lender to cure a Senior Loan Default may be added to and become a part of the Junior Indebtedness. (d) Junior Lender agrees that, notwithstanding any contrary provision contained in the Junior Loan Documents, a Senior Loan Default shall not constitute a default under the Junior Loan Documents if no other default occurred under the Junior Loan Documents. (e) Junior Lender acknowledges that any conveyance or other transfer of title to the Property pursuant to a foreclosure of the Junior Security Instrument (including a conveyance or other transfer of title pursuant to the exercise of a power of sale contained in the Junior Security Instrument), or any deed or assignment in lieu of foreclosure or similar arrangement, shall be subject to the transfer provisions of the Senior Loan Documents; and the person (including Junior Lender) who acquires title to the Property pursuant to the foreclosure proceeding (or pursuant to the exercise of a power of sale contained in the Junior Security Instrument) shall not be deemed to be automatically approved by Senior Lender. 5. Insurance. Junior Lender agrees that all original policies of insurance required pursuant to the Senior Security Instrument shall be held by Senior Lender. The preceding sentence shall not preclude Junior Lender from requiring that it be named as a loss payee, as its interest may appear, under all policies of property damage insurance maintained by Borrower with respect to the Property, provided such action does not affect the priority of payment of the proceeds of property damage insurance under the Senior Security Instrument, or that it be named as an additional insured under all policies of liability insurance maintained by Borrower with respect to the Property. 6. Default. Junior Lender and Borrower acknowledge and agree that a default by either such party under this Agreement shall, at the sole option of Senior Lender, constitute a default under the Senior Loan Documents. Each party hereto acknowledges that in the event any party fails to comply with its obligations hereunder, the other parties shall 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. No failure or delay on the part of any party hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. Subordination and Intercreditor Agreement - (City GOB HOME) Residences at Dr. King Boulevard 12 7. Enforcement Costs. Borrower agrees to reimburse Senior Lender for any and all costs and expenses (including reasonable attorneys' fees) incurred by Senior Lender in connection with enforcing its rights against Junior Lender under this Agreement. 8. Notices. Any notice which any party hereto may be required or may desire to give hereunder shall be deemed to have been given and shall be effective only if it is in writing and (i) delivered personally, (ii) mailed, postage prepaid, by United States registered or certified mail, return receipts requested, (iii) delivered by overnight express courier or (iv) sent by telecopier, in each instance addressed as follows: If to Junior Lender: With copies to: If to Senior Lender: With copies to: Prior to the Conversion Date, with a copy to: City of Miami Department of Community and Economic Development One Flagler Building 14 Northeast 1st Avenue, Second Floor Miami, FL 33132 Attn: George Mensah, Director Victoria Mendez City Attorney City of Miami 444 S.W. 2nd Avenue Miami, Florida 33130-1910 Citibank, N.A. 388 Greenwich Street, Trading 6th Floor New York, New York 10013 Attention: Transaction Management Group Re: Residences at Dr. King Boulevard Deal ID No. 25940 Facsimile: (212) 723-8209 Citibank, N.A. 325 East Hillcrest Drive, Suite 160 Thousand Oaks, California 91360 Attention: Operations Manager/Asset Manager Re: Residences at Dr. King Boulevard Deal ID No. 25940 Facsimile: (805) 557-0924 Citibank, N.A. 388 Greenwich Street, Trading 6th Floor New York, New York 10013 Attention: Account Specialist Re: Residences at Dr. King Boulevard Deal ID No. 25940 Facsimile: (212) 723-8209 And a copy of any notices of Citibank, N.A. default sent to: 388 Greenwich Street, 17th Floor Subordination and Intercreditor Agreement - (City GOB HOME) Residences at Dr. King Boulevard 13 New York, New York 10013 Attention: General Counsel's Office Re: Residences at Dr. King Boulevard Deal ID No. 25940 Facsimile: (646) 291-5754 or at such other addresses or to the attention of such other persons as may from time to time be designated by the party to be addressed by written notice to the other in the manner herein provided. Notices, demands and requests given in the manner aforesaid shall be deemed sufficiently served or given for all purposes hereunder when received or when delivery is refused or when the same are returned to sender for failure to be called for. 9. WAIVER OF TRIAL BY JURY. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, EACH OF THE PARTIES HERETO (A) COVENANTS AND AGREES NOT TO ELECT A TRIAL BY JURY WITH RESPECT TO ANY ISSUE ARISING OUT OF THIS AGREEMENT OR THE RELATIONSHIP BETWEEN THE PARTIES THAT IS TRIABLE OF RIGHT BY A JURY AND (B) WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO SUCH ISSUE TO THE EXTENT THAT ANY SUCH RIGHT EXISTS NOW OR IN THE FUTURE. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS SEPARATELY GIVEN BY EACH PARTY, KNOWINGLY AND VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL. 10. Term. The term of this Agreement shall commence on the date hereof and shall continue until the earliest to occur of the following events: (i) the payment of all of the principal of, interest on and other amounts payable under the Senior Loan Documents; (ii) the payment of all of the principal of, interest on and other amounts payable under the Junior Loan Documents, other than by reason of payments which Junior Lender is obligated to remit to Senior Lender pursuant to the terms hereof; (iii) the acquisition by Senior Lender of title to the Property pursuant to a foreclosure, or a deed in lieu of foreclosure, of (or the exercise of a power of sale contained in) the Senior Security Instrument; or (iv) the acquisition by Junior Lender of title to the Property pursuant to a foreclosure, or a deed in lieu of foreclosure, of (or the exercise of a power of sale contained in) the Junior Security Instrument, but only if such acquisition of title does not violate any of the terms of this Agreement. 11. Miscellaneous. (a) Junior Lender shall, within ten (10) business days following a request from Senior Lender, provide Senior Lender with a written statement setting forth the then current outstanding principal balance of the Junior Loan, the aggregate accrued and unpaid interest under the Junior Loan, and stating whether, to the knowledge of Junior Lender, any default or event of default exists under the Junior Loan or, to the best of Junior Lender's knowledge, any act, failure to act, event, condition, or occurrence which with the giving of Notice or the passage of time, or both, would constitute a default known to the Junior Lender, and containing such other information with respect to the Junior Indebtedness as Senior Lender may require. Upon notice from Senior Lender from time to time, Junior Lender shall execute and deliver such additional instruments and documents, and shall take such actions, as are required by Senior Lender in order to further evidence or effectuate the provisions and intent of this Agreement. Subordination and Intercreditor Agreement - (City GOB HOME) Residences at Dr. King Boulevard 14 (b) Junior Lender shall give Senior Lender a concurrent copy of each notice of a Junior Loan Default or other material notice given by Junior Lender under the Junior Loan Documents. (c) This Agreement shall bind and inure to the benefit of all successors and assigns of Junior Lender and Senior Lender. Senior Lender may assign its interest in the Senior Loan Documents without notice to or consent of Junior Lender. Junior Lender may only assign its rights and interests hereunder as required by applicable law or following the prior written consent of Senior Lender, which consent may be withheld or conditioned in its sole and absolute discretion. Notwithstanding anything herein to the contrary, the Senior Lender shall endeavor to provide Junior Lender with notice of any such assignment of the Senior Loan Documents in a reasonable amount of time after such assignment is made, provided however, failure to provide such notice shall not cause a breach of any obligations of Senior Lender under this Agreement. (d) Senior Lender hereby consents to the Junior Loan and the Junior Loan Documents; provided, however, that this Agreement does not constitute an approval by Senior Lender of the terms of the Junior Loan Documents. Junior Lender hereby consents to the Senior Loan and the Senior Loan Documents; provided, however, that this Agreement does not constitute an approval by Junior Lender of the terms of the Senior Loan Documents. (e) This Agreement may be executed in multiple counterparts, each of which shall constitute an original document and all of which together shall constitute one agreement. (f) IN ALL RESPECTS, INCLUDING, WITHOUT LIMITATION, MATTERS OF CONSTRUCTION AND PERFORMANCE OF THIS AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER, THIS AGREEMENT HAS BEEN ENTERED INTO AND DELIVERED IN, AND SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY, THE LAWS OF THE STATE OF FLORIDA, WITHOUT GIVING EFFECT TO ANY PRINCIPLES OF CONFLICTS OF LAW. (g) Time is of the essence in the performance of every covenant and agreement contained in this Agreement. (h) If any provision or remedy set forth in this Agreement for any reason shall be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or remedy of this Agreement and this Agreement shall be construed as if such invalid, illegal or unenforceable provision or remedy had never been set forth herein, but only to the extent of such invalidity, illegality or unenforceability. (i) Each party hereto hereby represents and warrants that this Agreement has been duly authorized, executed and delivered by it and constitutes a legal, valid and binding agreement enforceable in all material respects in accordance with its terms. Subordination and Intercreditor Agreement - (City GOB HOME) Residences at Dr. King Boulevard 15 (j) Borrower hereby acknowledges and consents to the execution of this Agreement, and agrees to be bound by the provisions hereof that are applicable to Borrower. Solely as between Senior Lender and Junior Lender, all of the signatories below hereby agree that to the extent of any conflict between the terms and provisions of this Agreement and the terms and provisions of the Senior Loan Documents and/or the Junior Loan Documents respectively, the terms and provisions of this Agreement shall govern and control. By executing this Agreement in the place provided below, Borrower hereby (i) acknowledges the provisions hereof, (ii) agrees not to take any action inconsistent with Senior Lender's rights or Junior Lender's rights under this Agreement, (iii) waives and relinquishes to the maximum extent permitted by law any and all rights, defenses and claims now existing or hereinafter accruing relating to Junior Lender's forbearance from exercising any rights and remedies pursuant to Section 4 of this Agreement, including, without limitation, any defenses based on the statute of limitations or any equitable defenses, such as laches, and (iv) acknowledges and agrees that (A) this Agreement is entered into for the sole protection and benefit of Senior Lender and Junior Lender (and their respective successors, assigns and participants), and no other person (including Borrower) shall have any benefits, rights or remedies under or by reason of this Agreement, (B) nothing in this Agreement is intended, or shall be construed to, relieve or discharge the obligations or liabilities of any third party (including Borrower under the Senior Loan Documents and the Junior Loan Documents), (c) neither of them nor any of their affiliates shall be, or be deemed to be, beneficiaries of any of the provisions hereof or have any rights hereunder whatsoever, and (D) no provision of this Agreement is intended to, or shall be construed to, give any such third party (including Borrower) any right subrogating to the rights of, or action against, Senior Lender or Junior Lender. (k) No amendment, supplement, modification, waiver or termination of this Agreement shall be effective against any party unless such amendment, supplement, modification, waiver or termination is contained in a writing signed by each party's authorized representative. (1) No party other than Senior Lender and Junior Lender shall have any rights under, or be deemed a beneficiary of any of the provisions of, this Agreement. (m) Nothing herein or in any of the Senior Loan Documents or Junior Loan Documents shall be deemed to constitute Senior Lender as a joint venturer or partner of Junior Lender. 12. Intentionally Omitted. 13. Attached Exhibits. The following Exhibits are attached to this Agreement and are incorporated by reference herein as if more fully set forth in the text hereof: Exhibit A — Legal Description Exhibit B — Junior Loan Documents Subordination and Intercreditor Agreement - (City GOB HOME) Residences at Dr. King Boulevard 16 Exhibit C — Modifications to Subordination and Intercreditor Agreement The terms of this Agreement are modified and supplemented as set forth in said Exhibits. To the extent of any conflict or inconsistency between the terms of said Exhibits and the text of this Agreement, the terms of said Exhibits shall be controlling in all respects. [Remainder of page intentionally left blank] Subordination and Intercreditor Agreement - (City GOB HOME) Residences at Dr. King Boulevard 17 IN WITNESS WHEREOF, the undersigned have duly executed and delivered this Subordination and Intercreditor Agreement or caused this Subordination and Intercreditor Agreement to be duly executed and delivered by their respective authorized representatives as of the date first set forth above. The undersigned intend that this instrument shall be deemed to be signed and delivered as a sealed instrument. WITNESSED BY: JUNIOR LENDER: CITY OF MIAMI, a municipal corporation of Name: Oo/(i 'f L4 Pi o✓X-hA50✓ the State of Florid Arthur Nori-7: V Todd Hannon,' erk City Manager Approve Vic City STATE OF ORIDA egal sufficiency: )ss. COUN OF MIAMI-DADE ) The foregoing instrument was ackn wledged before me by means of physical presence or online notarization, this ay day of , 2020, by Arthur Noriega V, City Manager of Miami -Dade County, a Flori political subdivision, on behalf of the political subdivision and as an act of the political subdivision. i •+RSA . OFELIA E. PEREZ •, MY COMMISSION # GG 360880 ?• 1 EXPIRES: August 2, 2023 •f oY i�°P' Bonded ThN Notary Public Undernrtters Subordination and Intercreditor Agreement - (City GOB HOME) Residences at Dr. King Boulevard a NOT Y PUBLIC, STATE 9►F FLORIDA (Name of Notary Public, Print, Stamp or Type as Co ssioned) ersonally known to me, or ['Produced Identification (Type of Identification Produced) S-1 STATE OF FLORIDA SENIOR LENDER: CITIBANK, N.A., a national banking association By: Barry Krinsky Vice President Deal ID No. 25940 )ss. COUNTY OF 6e4.01—, ) The foregoing instrument was acknowledged before me by means of physical presence or online notarization, this 'S day of J,A . 2020, by Barry Krinsky, Vice President, of Citibank, N.A., on behalf of the national association and as an act of the national association. :%killy'Vk. ALAN R HECKER •*2 MY COMMISSION # GG048768 '•'.'s'n. EXPIRES November 17, 2020 Subordination and Intercrcditor Agreement - (City GOB 110ME) Residences at Dr. King Boulevard NOTARY PUBLIC, STATE OF FLORIDA (Name of Notary Public. Print, Stamp or Type as Commissioned) ersonally known to me. or Produced Identification (Type of Identification Produced) S-2 ACKNOWLEDGED AND AGREED AS OF THE DATE FIRST SET FORTH ABOVE: WITNESSED BY: jr-i OA ec- P40-13)0 Name: trvi t-P- P Name: Name: BORROWER: RESIDENCES AT DR. KING BOULEVARD, LTD., a Florida limited partnership By: APC Residences at Dr. King Boulevard, LLC, a Florida limited liability company, its general partner By: Name: Title: By: MLK 62'd Street Apartments GP, LLC, Florida limited liability company, its co - general partner By: Name: Title: [ACKNOWLEDGEMENTS APPEAR ON FOLLOWING PAGE] [Signature Page to City of Miami GOB Loan - Subordination Agreement] STATE OF ir;bDR- COUNTY OF rviIfj►)(- '611' SS The foregoing Mortgage and Security Agreement and Assignment of Leases, Rents and Profits was sworn to, subscribed and acknow dged before me this 02, day of , 2020, b means of 'sical presence or 0 online notarization, by (��S' 2J as �I (��►`-' ( of APC Residences at Dr. King Boulevard, LLC, a Florida limited liability company, the general partner of Residences at Dr. Ding Boulevard, Ltd., a Florida limited partnership, on behalf of the partnership. He is personally known to me or El has produced identification WITNESSETH my hand and official seal in the State and County above, this day of My Commission Expires (SEAL) STATE OF 2020. TARP PUBLIC �p e of� SILVIA A CAMPOS Notary Public - State of Florid4 Commission 1l GG 234701 t of J My Comm. Expires Jul 4, 2022 Bonded through National Notary Assn. COUNTY OF SS The foregoing Mortgage and Security Agreement and Assignment of Leases, Rents and Profits was sworn to, subscribed and acknowledged before me this day of , 2020, by means of 0 physical presence or ❑ online notarization, by , as of MLK 62nd Street Apartments GP, LLC, a Florida limited liability company, the co -general partner of Residences at Dr. King Boulevard, Ltd., a Florida limited partnership, on behalf of the partnership. He ❑ is personally known to me or 0 has produced identification WITNESSETH my hand and official seal in the State and County above, this day of , 2020. My Commission Expires: NOTARY PUBLIC State of (SEAL) [Acknowledgement Page to City of Miami GOB Loan — Subordination Agreement) ACKNOWLEDGED AND AGREED AS OF THE DATE FIRST SET FORTH ABOVE: WITNESSED BY: BORROWER: Name: Name: Name: -r1_ RESIDENCES AT DR. KING BOULEVARD, LTD., a Florida limited partnership By: APC Residences at Dr. King Boulevard, LLC, a Florida limited liability company, its general partner By: Name: Title: By: MLK 62nd Street Apartments GP, LLC, Florida limited liability company, its co - general partner By: Name: Title: [ACKNOWLEDGEMENTS APPEAR ON FOLLOWING PAGE] [Signature Page to City of Miami GOB Loan — Subordination Agreement] STATE OF COUNTY OF SS The foregoing Mortgage and Security Agreement and Assignment of Leases, Rents and Profits was sworn to, subscribed and acknowledged before me this day of , 2020, by means of ❑ physical presence or 0 online notarization, by , as of APC Residences at Dr. King Boulevard, LLC, a Florida limited liability company, the general partner of Residences at Dr. King Boulevard, Ltd., a Florida limited partnership, on behalf of the partnership. He 0 is personally known to me or 0 has produced identification WITNESSETH my hand and official seal in the State and County above, this day of , 2020. My Commission Expires: NOTARY PUBLIC State of (SEAL) STATE OF ffd SS COUNTY OF u,oat o ) The foregoing Mortgage and Security Agreement and Assignment of Leases, Rents and Psofitwas sworn to, subscribed and acknow dged before me this day of , 2020, b means of physical presence or 0 online notarization, by (hr. . \ .y , as c 44 of MLK 62nd Street Apartments GP, LLC, a Florida limit e liability company, th'e co -general partner of Residences3t Dr. King Boulevard, Ltd., a Florida limited partnership, on behalf of the partnership_$He Q" is personally known to me or 0 has produced identification WITNESSETH my hand and official seal in the State and County above, this2 day of ►t,cr , 2020. My Commission Expires: /'0F/v (SEAL) :'�►J1YP�e'. MARLENE CASAR SANCHEZ _:�j�7,;:t�I-:; Notary Public - State of Florida 1% o Commission # GG 921883 of r�°p` My Comm. Expires Oct 19, 2023 Bonded through National Notary Assn. [Acknowledgement Page to City of Miami GOB Loan — Subordination Agreement] EXHIBIT A LEGAL DESCRIPTION Parcel 1 LOT 15, BLOCK 6, OF EAST LIBERTY CITY SECTION A, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 39, PAGE 19 OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA Parcel 2 LOTS 11, 12, 13, AND 14, OF BLOCK 6, OF EAST LIBERTY CITY SECTION A, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 39, AT PAGE 19, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA. Parcel 3 LOT 9, IN BLOCK 6, OF EAST LIBERTY CITY, SECTION A, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 39, AT PAGE 19, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, AJK/A 1515 N.W. 62ND ST., MIAMI, FLORIDA. Parcel 4 LOT 8, BLOCK 6, OF EAST LIBERTY CITY SECTION A, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 39, AT PAGE 19, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA. Parcel 5 LOT 7, BLOCK 6, OF EAST LIBERTY CITY SECTION A, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 39, AT PAGE 19, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA. Parcel 6 LOT 6, BLOCK 6, OF EAST LIBERTY CITY SECTION A, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 39, AT PAGE 19, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA. Parcel 7 LOTS 19 AND 20, IN BLOCK 11, ORANGE HEIGHTS, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 14, PAGE 62, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, LESS THE NORTH 30 FEET; TOGETHER WITH THE NORTH 1/2 OF ALLEY LYING SOUTH AND ADJACENT TO LOTS 19 AND 20, SAID ALLEY CLOSED PER ORDINANCE 13492, RECORDED IN OFFICIAL RECORDS BOOK 31981, PAGE 1923. Parcel 8 LOTS 21 THROUGH 25 AND THE WEST 16 FEET OF LOT 26, LESS THE NORTH 30 FEET OF ALL LOTS IN BLOCK 11, OF ORANGE HEIGHTS, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 14, AT PAGE 62, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA; TOGETHER WITH THE NORTH 1/2 OF ALLEY LYING SOUTH AND ADJACENT TO LOTS 21, 22, 23, 24, 25 AND THE WEST 16 FEET OF LOT 26, SAID ALLEY CLOSED PER ORDINANCE 13492, RECORDED IN OFFICIAL RECORDS BOOK 31981, PAGE 1923. Parcel 9 LOTS 27 AND 28 AND THE EAST 9 FEET OF LOT 26, LESS THE NORTH 30 FEET OF ALL LOTS, IN BLOCK 11 OF ORANGE HEIGHTS, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 14, PAGE 62 OF THE PUBLIC RECORDS OF Subordination and Intercreditor Agreement - (City GOB HOME) Residences at Dr. King Boulevard MIAMI-DADE COUNTY, FLORIDA; TOGETHER WITH THE NORTH 1/2 OF ALLEY LYING SOUTH AND ADJACENT TO LOTS 27, 28 AND THE EAST 9 FEET OF LOT 26, SAID ALLEY CLOSED PER ORDINANCE 13492, RECORDED IN OFFICIAL RECORDS BOOK 31981, PAGE 1923. LESS AND EXCEPT: A PORTION OF LOT 28 IN BLOCK 11, ORANGE HEIGHTS, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 14, PAGE 62, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA. BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BOUNDED ON THE NORTH BY THE SOUTH LINE OF THE NORTH 30.00 FEET OF LOT 28 OF SAID BLOCK 11, BOUNDED ON THE EAST BY THE EAST LINE OF SAID LOT 28, AND BOUNDED ON THE SOUTHWEST BY A 25.00 FOOT RADIUS ARC CONCAVE TO THE SOUTHWEST, TANGENT TO THE EAST LINE OF SAID LOT 28, AND TANGENT TO THE SOUTH LINE OF THE NORTH 10.00 FEET OF SAID BLOCK 11. Parcel 10 THE SOUTH 20.00 FEET OF THE NORTH 30.00 FEET OF LOTS 21 THROUGH 28, BLOCK 11 OF ORANGE HEIGHTS, ACCORDING TO THE PLAT THEREOF RECORDED IN PLAT BOOK 14, PAGE 62, OF THE PUBIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, LESS THAT PORTION OF LOT 28 WHICH LIES WITHIN THE EXTERNAL AREA FORMED BY A 25.00 FOOT RADIUS ARC CONCAVE TO THE SOUTHWEST, TANGENT TO THE EAST LINE OF SAID LOT 28, AND TANGENT TO THE SOUTH LINE OF THE NORTH 10.00 FEET OF SAID BLOCK 11. Subordination and Intercreditor Agreement - (City GOB HOME) Residences at Dr. King Boulevard A-2 abag cp EXHIBIT B JUNIOR LOAN DOCUMENTS 1. Declaration of Restrictive Covenants for Residences at Dr. King Boulevard, Ltd. 2. Disbursement Agreement for Residences at Dr. King Boulevard, Ltd. 3. Rent Regulatory Agreement for Residences at Dr. King Boulevard, Ltd. 4. Loan Agreement for Residences at Dr. King Boulevard, Ltd. 5. Mortgage and Security Agreement for Residences at Dr. King Boulevard, Ltd. 6. Promissory Note (GOB Funds) for Residences at Dr. King Boulevard, Ltd. Subordination and Intercreditor Agreement - (City GOB HOME) Residences at Dr. King Boulevard