Loading...
HomeMy WebLinkAbout23350AGREEMENT INFORMATION AGREEMENT NUMBER 23350 NAME/TYPE OF AGREEMENT JLL REAL ESTATE CAPITAL, DESCRIPTION SUBORDINATION AGREEMENT / JLL REAL ESTATE CAPITAL, LLC - LOAN AMOUNT $3,500,000.00 EFFECTIVE DATE January 1, 2021 ATTESTED BY NICOLE EWAN ATTESTED DATE 1/11/2021 DATE RECEIVED FROM ISSUING DEPT. 2/3/2021 NOTE 335° Subordination Agreement - U.S. Department of Housing and Urban Development Public Office of Housing CFN: 20210075622 BOOK 32322 PAGE 82 DATE:01/29/202't 12:21:54 PM HARVEY RUVIN, CLERK OF COURT, MIA-DADE CTY OMB Approval No. 2502-0598 (Exp. 9/30/2021) 1 Public Reporting Burden for this collection of information is estimated to average 0.5 hours per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and compteting and reviewing the collection of information. Response to this request for information is required in order to receive the benefits to be derived. This agency may not collect tins information, and you are not required to complete this form unless it displays a currently valid OMB control number. While no assurance of confidentiality is pledged to respondents, HUD generally discloses this data only in response to a Freedom of Information Act request. Warning: Federal law provides that anyone who knowingly or willfully submits (or causes to submit) a document containing any false. fictitious, misleading, or fraudulent statement/certification or entry may be criminally prosecuted and may incur civil administrative liability. Penalties upon conviction can include a fine and imprisonment, as provided pursuant to applicable law, which includes, but is not limited to, 18 U.S.C. 1001, 1010, 1012; 31 U.S.C. 3729, 3802, 24 C.F.R. Parts 25, 28 and 30, and 2 C.F.R. Parts 180 and 2424. Project Name: Platform 3750 HUD Project No: 066-32006 THIS SUBORDINATION AGREEMENT ("Agreement") is entered into as of the first day of January, 2021 by and among (i) JLL REAL . ESTATE CAPITAL, LLC, a Delaware limited liability company ("Senior Lender"), (ii) CITY OF MIAMI, a municipal corporation of the State of Florida ("Subordinate Lender"), and (iii) PLATFORM 3750 II, LLC, a Florida limited liability company ("Borrower"). Recitals WHEREAS, Borrower is the owner of that certain 191-unit residential rental development known as "Platform 3750" ("Project"), located at 3750 South Dixie Highway, Miami, Florida 33133. Senior Lender has made or is making the senior mortgage loan as described on Schedule A hereto to Borrower in the original principal amount(s) as shown on Schedule A, evidenced by the Note described in Schedule A ("Senior Note"), and secured by, among other things, the Security Instrument as described in Schedule A (collectively, "Senior Security Instrument"), covering the property described in Exhibit A. attached hereto together with all improvements thereon and personal property used relative thereof, all as more particularly described in the Senior Security Instrument ("Mortgaged Property"). WHEREAS, Borrower has requested Senior Lender to permit Subordinate Lender to make a subordinate loan to Borrower in the amount of $3,500,000 ("Subordinate Loan"), pursuant to the Subordinate Loan Documents as defined below, and secured by, among other things, a mortgage Lien against the Mortgaged Property. WHEREAS, Senior Lender, with the approval of the U.S. Department of Housing and Urban Development ("HUD"), has agreed to permit Subordinate Lender to make the Subordinate Loan and to place a subordinate mortgage lien against the Mortgaged Property subject to all of the conditions contained in this Agreement and in accordance with Program Obligations. "Program Obligations" means (1) all applicable statutes and any regulations issued by th.e Secretary pursuant thereto that apply to the Project, including all amendments to such statutes and regulations, as they become effective, except that changes subject to notice and comment rulemaking shall become effective only upon completion of the rulemaking process, and (2) all current requirements in HUD handbooks Subordination Agreement - Public HUD-92420M (6/18) CFN: 20210075622 BOOK 32322 PAGE 83 2 and guides, notices, and mortgagee letters that apply to the Project, and all future updates, changes and amendments thereto, as they become effective, except that changes subject to notice and comment rulemaking shall become effective only upon completion of the rulemaking process, and provided that such future updates, changes and amendments shall be applicable to the Project only to the extent that they interpret, clarify and implement terms in this Agreement rather than add or delete provisions from such document. Handbooks, guides, notices, and mortgagee letters are available on HUD's: official website: Handbooks, guides, notices, and mortgagee letters are available on "HUDCLIPS," atwww.hud.gov. NOW, THEREFORE, in order to induce Senior Lender to permit Subordinate Lender to make the Subordinate Loan to Borrower and to place a subordinate mortgage lien against the. Mortgaged Property, and in consideration thereof, Senior Lender, Subordinate Lender and Borrower agree as follows: 1. Definitions. In addition to the terms defined in the Recitals to this Agreement, for purposes of this Agreement the following terms have the respective meanings set forth below: (a) "Affiliate" is any person or business concern that directly or indirectly controls policy of a principal or has the power to do so is an affiliate. Persons and business concerns controlled by the samethird party are also affiliates. (b) "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. (c) "Borrower" means al! entities identified as "Borrower" in the first paragraph of this Agreement, together with any successors, heirs, and assigns (jointly and severally). Borrower shall include any entity taking title to the Mortgaged Property, whether or not such entity assumes the Senior Note, provided that the term "Borrower" shall not include Senior Lender in the event that Senior Lender may acquire title to the Mortgaged Property. Whenever the term "Borrower" is used herein, the same shall be deemed to include the obligor of the debt secured by the Senior Security Instrument. (d) "Business Day" means any day other than Saturday, Sunday or .any other day on which Senior Lender or HUD is not open for business. (e) "Covenant Event of Default" is defined in the Senior Security Instrument. (f) "Entity" means an estate, trust, partnership, corporation, limited liability company, limited liability partnership, governmental department or agency or any other entity which has the legal capacity to own property. (g) "Monetary Event of Default" is defined in the Senior Security Instrument. Subordination Agreement - Public HUD-92420M (6/18) CFN: 20210075622 BOOK 32322 PAGE 84 (h) "Non -Project Sources" means any funds that are not derived from Project Sources. (i) "Project Sources" means the Mortgaged Property (as defined in the Senior Security Instrument), any proceeds of the Senior -Indebtedness, and any reserve or deposit made with Senior Lender or any other party as required by HUD in connection with the Senior Indebtedness. (j) "Senior Indebtedness" means all present. and future indebtedness, obligations, and liabilities of Borrower to Senior Lender under or in connection with the Senior Loan Documents. (k) "Senior Lender" means the Entity named as such in the first paragraph on page 1 of this Agreement, its successors and assigns. (I) "Senior Loan Documents" means the Senior Note, the Senior Security Instrument, and the Regulatory Agreement between Borrower and HUD, as such documents may be amended from time to time and ail other documents at any time evidencing, securing, guaranteeing, or otherwise delivered in connection with the Senior Indebtedness, as identified in Schedule A. (m) "Senior Security Instrument Default" means a "Monetary Event of Default" or a "Covenant Event of Default" as defined in the Senior Security I nstrument. (n) "Subordinate Indebtedness" means all present and future indebtedness, obligations, and liabilities of Borrower to Subordinate Lender under or in connection with the Subordinate Loan or the Subordinate Loan Documents. (o) "Subordinate Lender" means the Entity named as such in the first paragraph on page 1 of this Agreement. (p) "Subordinate Loan Documents" means the Subordinate Note, the Subordinate Mortgage, and all other documents at any time evidencing, securing, guaranteeing, or otherwise delivered in connection with the Subordinate Indebtedness, as identified in Schedule B. The terms Subordinate Note and Subordinate Mortgage are defined in Schedule B. (q) "Subordinate Loan Enforcement Action" means 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 appointment of a receiver, the seeking of default interest (except with respect to any increase in interest rate after the stated maturity date of the Subordinate Note as provided therein), 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 taking of any other enforcement 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. Subordination Agreement - Public HUD-92420M (6/18) CFN: 20210075622 BOOK 32322 PAGE 85 4 (r) "Subordinate Mortgage Default" means any act, failure to act, event, conditions, or occurrence which allows (but for any contrary provision of this Agreement), or which with the giving of notice or the passage of time, or both, would allow (but for any contrary provision of this Agreement), Subordinate Lender to take a Subordinate Loan Enforcement Action. (s) "Surplus Cash" is defined herein to mean the same as that term is defined in the Regulatory Agreement between Borrower and HUD, a copy of which is attached hereto as Exhibit "B." 2. Permission to Allow Mortgage Lien Against Mortgaged Property. Senior Lender agrees, subject to the provisions of this Agreement, to permit Subordinate Lender to record the Subordinate Mortgage and other recordable Subordinate Loan Documents against the Mortgaged Property (which are subordinate in all respects to the. lien of the Senior Security Instrument) to secure Borrower's obligation to repay the Subordinate Note and all other obligations, indebtedness and liabilities of Borrower to Subordinate Lender under and in connection with the Subordinate Loan. Senior Lender agrees that the existence of the Subordinate Loan does notcreate a basis for default of the Senior Indebtedness. Such permission is subject to the condition that each of the representations and warranties made by Borrower and Subordinate Lender in Section 3 are true and correct on the date of this Agreement and on the date on which the proceeds of the Subordinate Loan are disbursed to Borrower. If any of the representations and warranties made by Borrower and Subordinate Lender in Section 3 are not true and correct on both of those dates, the provisions of the Senior Loan Documents applicable to unpermitted liens on the Mortgaged Property shall apply. 3. Borrower's and Subordinate Lender's Representations and Warranties. Borrower and, with respectto subsections (a) through (d) below, Subordinate Lender each make the following representations and warranties to Senior Lender: (a) Subordinate Loan Documents. The Subordinate Loan is evidenced by the Subordinate Note and is secured by the Subordinate Mortgage. (b) Terms of the Subordinate Loan. The original principal amount of the Subordinate Note is $3,500,000. Interest on the Subordinate Note accrues monthly at the rate of 0% per annum during the construction phase of the Project and then at the rate of 3% per annum thereafter through Maturity (defined below) and at 3.25% thereafter until paid. The Subordinate Note is dueand payable in full on the date which is 30 years following the Project Completion, as defined in the Subordinate Loan Documents ("Maturity"). The principal of the Subordinate Note will have a balloon principal payment of $3,500,000 and accrued interest due at Maturity. The Subordinate Note obligates Borrower to make payments as follows: all interest and principal due .at Maturity, subject to Section 3(c) immediately below. (c) Required HUD Language in Subordinate Note. The Subordinate Note contains the following provisions: Subordination Agreement - Public HUD-92420M (6/18) CFN: 20210075622 BOOK 32322 PAGE 86 5 "As long as HUD is the insurer or holder of the Senior Note on FHA Project No. 066-32006, the following provisions ("HUD Provisions") shall be in full force and effect: (1) any payments due under- the Subordinate Note shall be payable only (i) from permissible distributions from Surplus Cash of the Project; but in no event greater than seventy-five percent (75%) of the total amount of Surplus Cash; or (ii) from monies received from Non -Project Sources. In no event may payments due under all subordinate debt of Maker cumulatively exceed 75% of available Surplus Cash. The restriction on payment imposed by this paragraph shall not excuse any default caused by the failure of the Borrower to pay the indebtedness evidenced by the Subordinate Note; (2) no prepayment of the Subordinate Note shall be made until after final endorsement by HUD ofthe .Senior Note, unless such prepayment is made from Non -Project Sources and is approved in writing by HUD; (3) this Subordinate Note is non-negotiable and may not be sold, transferred, assigned, or pledged by the Subordinate Lender except with the prior written approval of HUD or except as may be required pursuant to applicable law or court order; (4) interest on the Subordinate Note shall not be compounded as long as HUD is the insurer or holder of the Note secured by the Security Instrument; (5) Maker hereby waives presentment, demand, protest and notice of demand, protest and nonpayment of this Subordinate Note; (6) the terms and provisions of the HUD Provisions in this Subordinate Note are also for the benefit of and are enforceable by HUD against any party hereto, their successors and assigns. This HUD Provisions in this Subordinate Note may not be modified or amended without the written consent of HUD; and (7) in the event of any conflict between the terms of the Subordinate Note and the HUD Provisions, the terms of the HUD Provisions shall control." (d) Relationship of Borrower to Subordinate Lender. Subordinate Lender is not an Affiliate of Borrower. (e.) Subordinate Loan Documents. Borrower certifies that the executed Subordinate Loan Documents are substantially in the same forms as those submitted to, and approved by, HUD prior to the date of this Agreement. Upon execution and delivery of the Subordinate Loan Documents, Borrower shall deliver to Senior Lender Subordination Agreement - Public HUD-92420M (6/18) CFN: 20210075622 BOOK 32322 PAGE 87 6 an executed copy of each of the Subordinate Loan Documents, certified to be true, correct and complete. (f) Senior Loan Documents. The executed Senior Loan Documents are the same forms as approved by HUD prior to the date of this Agreement. Upon execution and delivery of the Senior Loan Documents, Borrower shall deliver to Subordinate Lender an executed copy of each of the Senior Loan Documents, certified to be true, correct and complete. 4. Deliveries. Borrower shall submit the following items to Senior Lender and HUD at closing: (a) Title Evidence, Evidence of titfe (title policy or title policy endorsement, as appropriate) insuring the lien of the Senior .Security Instrument which insures that (i) the lien of the Subordinate Mortgage is subordinate to the lien of the Senior Mortgage, and (ii) this Agreement has been recorded among the applicable land records. (b) Loan Documents. A complete set of the Subordinate Loan Documents, including this Subordination Agreement. 5. Terms of Subordination. (a) Agreement to Subordinate. Senior Lender and Subordinate Lender agree that: (i) the indebtedness evidenced by the Subordinate Loan Documents is and shall be subordinated in right of payment, to the extent and in the manner provided in this Agreement, to the prior payment of the indebtedness evidenced by the Senior Loan Documents, and (ii) the Subordinate Mortgage and the other Subordinate Loan Documents are and shall be subject and subordinate in all respects to the liens, terms, covenants and conditions of the Senior Security Instrument and the other Senior Loan Documents and to all advances heretofore made or which may hereafter be made pursuant to the Senior Security instrument and the other Senior Loan Documents (including but not limited to, all sums advanced for the purposes of (1) protecting or further securing the lien of the Senior Security instrument, curing defaults by Borrower under the Senior Loan Documents or for any other purpose expressly permitted by the Senior Security Instrument, or (2) constructing, renovating, repairing, furnishing, fixturing or equipping the Mortgaged Property). (b) Subordination of Subrogation Rights. Subordinate Lender agrees that if, by reason of its payment of real estate taxes or other monetary obligations of Borrower, or by reason of its exercise of any other right or remedy under the Subordinate Loan Documents, it acquires by right of subrogation or otherwise a lien on the Mortgaged Property which (but for this subsection) would be senior to the lien of the Senior Security Instrument, then, in that event, such lien shall be subject and subordinate to the lien of the Senior Security instrument. Subordination Agreement - Public HUD-92420M (6/18) CFN: 20210075622 BOOK 32322 PAGE 88 7 (c) Payments Before Senior Security Instrument Default. Until Subordinate Lender receives a default notice of a Senior Security Instrument Default from Senior Lender, Subordinate Lender shall be entitled to retain for its own account all payments made under or pursuant to the Subordinate Loan Documents provided that such payments are otherwise permitted under the tens of this Agreement. (d) Payments After Senior Security instrument Default. Borrower agrees that, after it receives notice (or otherwise acquires knowledge) of a Senior Security Instrument Default, it will not make any payments under or pursuant to the Subordinate Loan Documents (including but not limited to principal, interest, additional interest, late payment charges, default interest, attorney's fees, or any other sums secured by the Subordinate Mortgage) without Senior Lender's prior written consent. Subordinate Lender agrees that, after it receives a default notice from Senior Lender with written instructions directing Subordinate Lender not to accept payments from Project Sources on account of the Subordinate Loan, it will not accept any payments under or pursuant to the Subordinate Loan Documents (including but not limited to principal, interest, additional interest, late payment charges, default interest, attorney's fees, or any other sums secured by the Subordinate Mortgage) unless either (i) such payment is being made solely from Non -Project Sources or (ii) such payment is made with Senior Lender's prior written consent. If Subordinate Lender receives written notice. from Senior Lender that the Senior S.ecurity Instrument Default which gave rise to Subordinate Lender's obligation not to accept payments has been cured, waived, or otherwise suspended by Senior Lender, the restrictions on payment to Subordinate Lender in this Section 5 shall terminate, and Senior Lender shall have no right to any subsequent payments made to Subordinate Lender by Borrower prior to Subordinate Lender's receipt of a new default notice from Senior Lender in accordance with the provisions of this Section 5(d). (e) Remitting Subordinate Loan Payments to Senior Lender. if, after Subordinate Lender receives a default notice from Senior Lender in accordance with subsection (d) above, Subordinate Lender receives any payments under the Subordinate Loan Documents (other than payments permitted under subsection (d) above), Subordinate Lender agrees that such payment or other distribution will be received and held in trust for Senior Lender and unless Senior Lender otherwise notifies Subordinate Lender in writing, will be promptly remitted, in kind to Senior Lender, properly endorsed to Senior Lender, to be applied to the principal of, interest on and other amounts due under the Senior Loan Documents in accordance with the provisions of the Senior Loan Documents. By executing this Agreement, Borrower specifically authorizes Subordinate Lender to endorse and remit any such payments to Senior Lender, and specifically waives any and all rights to have such payments returned to Borrower or credited against the Subordinate Loan. Borrower and Senior Lender acknowledge and agree that payments received by Subordinate Lender, and remitted to Senior Lender under this Section 5, shall not be applied or otherwise credited against the Subordinate Loan, nor shall the tender of such payment to Senior Lender waive any Subordinate Mortgage Default which may arise from the inability of Subordinate Lender to retain such payment or apply such payment to the Subordination Agreement- Public HUD-92420M (6/18) CFN: 20210075622 BOOK 32322 PAGE 89 8 Subordinate Loan. (f) Agreement Not to Commence Bankruptcy Proceeding. Subordinate Lender agrees that during the terra of this Agreement it will not commence, or join with any other creditor in commencing any Bankruptcy Proceeding with respect to Borrower, without Senior Lender's prior written consent, 6. Default Under Subordinate Loan Documents,. (a) Notice of Default and Cure Rights. Subordinate Lender shall deliver to Senior Lender a default notice within five Business Days in each case where Subordinate Lender has given a default notice to Borrower. Failure of Subordinate. Lender to send a default notice to Senior Lender shall not prevent the exercise of Subordinate Lender's rights and remedies under the Subordinate Loan Documents, subject to the provisions of this Agreement. Senior Lender shall have the opportunity, but not the obligation, to cure any Subordinate Mortgage Default within 60 days following the date of such notice; provided, however that Subordinate Lender shall be entitled, during such 60-day period, to continue to pursue its rights and remedies under the Subordinate Loan Documents, subject to the limitations set forth in Section 6(b) below. (b) Subordinate Lender's Exercise of Remedies After Notice to Senior Lender. If a Subordinate Mortgage Default occurs and is continuing, Subordinate Lender agrees that it will not, for a period of one hundred eighty (180) days after giving notice of such Subordinate Mortgage Default to Senior Lender and HUD (the "Standstill Period"), commence foreclosure proceedings with respect to the Mortgaged Property under the Subordinate Loan Documents or exercise any other rights or remedies it may have under the Subordinate Loan Documents with respect to the Mortgaged Property, including, but riot limited to accelerating the Subordinate Loan, collecting rents, appointing (or seeking the appointment of) a receiver or exercising any other rights or remedies thereunder without Senior Lender's prior written consent. During the Standstill Period, Subordinate Lender agrees to use best efforts to resolve the Subordinate Mortgage Default, in an effort to avoid the pursuit of available remedies by the Subordinate Lender. However, the preceding sentence shall not (i) limit Subordinate Lender's right to bring an action seeking recovery solely from Non -Project Sources or (ii) preclude Subordinate Lender from exercising or enforcing all the rights available to Subordinate Lender under the Subordinate Loan Documents and/or under applicable law to enforce covenants and agreements of Borrower relating to income, rent or affordability restrictions. After the expiration of the Standstill Period and in the event Subordinate Lender forecloses on the Mortgaged Property, the purchaser must comply with HUD's Previous Participation regulations and processes, Transfer of Physical Asset requirements, and Program Obligations before it can take title to the Mortgaged Property. In the event that the Borrower is. unable to pay the principal of and any accrued interest due and owning pursuant to the Subordinate Loan Documents at Maturity, Subordinate Lender agrees that it will not, so long, as the Senior Note is. outstanding Subordination Agreement - Public HUD-92420M (6/18) CFN: 20210075622 BOOK 32322 PAGE 90 9 but not later than thirteen (13) years after Maturity commence foreclosure proceedings with respect to the Mortgaged Property under the Subordinate Loan Documents or accelerate the Subordinate Loan, collect rents, appoint (or seek the appointment of) a receiver without Senior Lender's prior written consent; provided that the foregoing shall not prevent the Subordinate Lender from accepting payment from Surplus Cash as permitted hereunder. 7. Default Under Senior Loan Documents. (a) Notice of Default and Cure Rights. Senior Lender shall deliver to Subordinate Lender a default notice within five. Business Days in each case where Senior Lender has given a default notice to Borrower (provided that Senior Lender shall have no liability to Borrower, Subordinate Lender or to any other Entity for failure to timely give such notice). Failure of Senior Lender to send a default notice to Subordinate Lender shall not prevent the exercise of Senior Lender's right and remedies under the Senior Loan Documents, subject to the provisions of this Agreement. Borrower agrees that Subordinate Lender shall have the opportunity, but not the obligation, to cure either a Monetary Event of Default or a Covenant Event of Default within 30 days following the date of such notice, or any time prior to an assignment of the Senior Security Instrument from Senior Lender to HUD, whichever date is later. Subordinate Lender acknowledges that Senior Lender shall be entitled during such period described above to continue to pursue its remedies under the Senior Loan Documents. Subordinate Lender shall have the opportunity to cure a Covenant Event of Default during such period described above so long as there is no Monetary Event of Default under the Senior Loan Documents. All amounts paid by Subordinate Lender to Senior Lender to cure any default under the Senior Loan Documents shall be deemed to have been advanced by Subordinate Lender pursuant to, and shall be secured by the lien of, the Subordinate Mortgage. (b) Gross Default. Subordinate. Lender certifies that the Subordinate Loan Documents do not contain a cross default provision. Notwithstanding any contrary provision contained in the Subordinate Loan Documents, a Senior Security Instrument Default shall not constitute a default under the Subordinate Loan Documents if no other default occurred under the Subordinate Loan Documents. 8. Conflict. Borrower, Senior Lender and Subordinate Lender each agrees that, in the event of any conflict or inconsistency between the terms of the Senior Loan Documents, the Subordinate Loan Documents and the terms of this Agreement, the terms of this Agreement - shall govern and control solely as to the following: (a) the relative priority of the security interests of Senior Lender and Subordinate Lender in the Mortgaged Property; and (b) solely as between Senior Lender and Subordinate Lender, the notice requirements, cure rights, and the other rights and obligations which Senior Lender and Subordinate Lender have agreed to as expressly provided in this Agreement. Borrower acknowledges that the terms and provisions of this Agreement shall not, and shall not be deemed to: extend Borrower's time to cure any Senior Security Instrument Default or Subordinate Mortgage Default, as the case may be; give Borrower the right to notice of any Senior Security Instrument Default or Subordination Agreement- Public HUD-92420M (6/18) CFN: 20210075622 BOOK 32322 PAGE 91 10 Subordinate Mortgage Default, as the case may be other than that, if any, provided, respectively under the Senior Loan Documents or the Subordinate Loan Documents, as applicable; or create any other right or benefit for Borrower as against Senior Lender or Subordinate Lender. 9. Rights and Obligations of Subordinate Lender under the Subordinate Loan Documents and of Senior Lender under the Senior Loan Documents. Subject to each of the other terms of this Agreement, all of the following provisions shall supersede any provisions of the Subordinate Loan Documents covering the same subject matter: (a) Protection of Security Interest Subordinate Lender shall not, without the prior written consent of Senior Lender in each instance, take any action which has the effect of increasing the indebtedness outstanding under, or secured by, the Subordinate Loan Documents, except that Subordinate Lender shall have the right to advance funds to cure Senior Security Instrument Defaults pursuant to Section 7(a) above and advance funds pursuant to the Subordinate Mortgage for the purpose of paying real estate taxes and insurance premiums, making necessary repairs to the Mortgaged Property and curing other defaults by Borrower under the Subordinate Loan Documents. (b) Condemnation or Casualty. In the event of: a taking or threatened taking by condemnation or other exercise of eminent domain of all or a portion of the Mortgaged Property (collectively, a "Taking"); or the occurrence of a fire or other casualty resulting in damage to all or a portion of the Mortgaged Property (collec- tively, a "Casualty"), at any time or times when the Senior Security instrument remains a Tien on the Mortgaged Property the following provisions shall apply: (1) Subordinate Lender hereby agrees that its rights (under the Subordinate. Loan Documents or otherwise) to participate in any proceeding or action relating to a Taking and/or a Casualty, or to participate or join in any settlement of, or to adjust, any claims resulting from a Taking or a Casualty shall be and remain subordinate in ail respects to Senior Lender's rights under the Senior Loan Documents with respect thereto, and Subordinate Lender shall be bound by any settlement or adjustment of a claim resulting from a Taking or a Casualty made by or with the written consent of Senior Lender; and (2) all proceeds received or to be received on account of a Taking or a Casualty, or both, shall be applied (to payment of the costs and expenses of repair and restoration and/or to payment of the Senior Security Instrument) in the manner determined by Senior Lender in its sole discretion consistent with the Senior Loan Documents; provided, however, that if Senior Lender elects to apply such proceeds to payment of the principal of, interest on and other amounts payable under the Senior Security Instrument, any proceeds remaining after the satisfaction in full of the principal of, interest on and other Subordination Agreement - Public HUD-92420M (6/18) CFN: 20210075622 BOOK 32322 PAGE 92 11 amounts payable under the. Senior Security Instrument shall be paid to, and may be applied by, Subordinate Lender in accordance with the applicable provisions of the Subordinate Loan Documents. Any proceeds then remaining after the satisfaction in full of the principal of, interest on and other amounts payable under the Subordinate Loan Documents shall be paid by the Subordinate Lender to Borrower. (c) No Modification of Subordinate Loan Documents. Borrower and Subordinate Lender each agrees that, until the principal of, interest gn 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 in each instance, increase the amount of the Subordinate Loan, increase the required payments due under the. Subordinate Loan, decrease the term of the Subordinate Loan, increase the interest rate on the Subordinate Loan, or otherwise amend the Subordinate Loan terms in a manner that creates an adverse effect upon Senior Lender under the Senior Loan Documents. Any unauthorized amendment of the Subordinate Loan Documents without Senior Lender's consent shall be void ab initio and of no effect whatsoever. 10. Modification of Senior Loan Documents; Refinancing of Senior Indebtedness; Transfer of Physical Assets. (a) Subordinate Lender consents to any agreement or arrangement in which Senior Lender waives, postpones, extends, reduces or modifies any provisions of the Senior Loan Documents, including any provision requiring the payment of money, provided however, there shall be no modification of the Senior Loan Documents without the consent of the Subordinate Lender if such modification would increase the principal amount of the Senior Indebtedness beyond the original principal amount of the Senior indebtedness (excluding any amounts having bccn advanced by Senior Lender for the protection of its security interest pursuant to the Senior Loan Documents), increase the interest rate of the Senior Indebtedness, or decrease the original maturity term of the Senior Indebtedness. (b) Subordinate Lender agrees that its agreement to subordinate hereunder shall extend to any new mortgage debt which is for the purpose of refinancing ail or any part of the Senior Indebtedness in accordance with Program Obligations (including reasonable and necessary costs associated with the closing and/or the refinancing); and that all the terms and covenants of this Agreement shall inure to the benefit of any holder of any such refinanced debt; and that all references to the Senior Indebtedness, the Senior Note, the Senior Security Instrument, the Senior Loan Documents and Senior Lender shall mean, respectively, the indebtedness related to the refinance loan, the refinance note, the security instrument securing the refinance note, all documents evidencing, securing or otherwise pertaining to the refinance note and the holder of the refinance note, provided however, there shall be no refinancing of the Senior Indebtedness without the consent of the Subordinate Lender if such refinancing would increase the principal amount of the Senior Indebtedness beyond the original principal amount of the Senior indebtedness (excluding any amounts having been advanced by Senior Lender for the protection of its security interest pursuant to Subordination Agreement - Public HUD-92420M (6/18) CFN: 20210075622 BOOK 32322 PAGE 93 12 the Senior Loan Documents), increase the interest rate of the Senior Indebtedness, or decrease the original maturity term of the Senior Indebtedness. (c) Subordinate Lender agrees that the term of the Subordinate Indebtedness will be extended if HUD grants a deferment of amortization or forbearance that resultsin an extended maturity of the Senior indebtedness; provided, however, that the foregoing shall not be applicable if the Subordinate Loan is forgiven by the Subordinate Lender, in its sole discretion, pursuant to the terms of the Subordinate Note. (d) Subordinate Lender agrees that the term of the Subordinate Indebtedness will be extended if the Subordinate Note is due, and there are no Surplus Cash funds or Residual Receipts (if applicable) available for repayment, and the Senior Indebtedness has riot been repaid in full. (The parties agree that distributions of Residual Receipts must be approved by HUD and can only be approved by the terms of a written agreement between HUD and the Borrower). (e) Subordinate Lender agrees that it will approve any transfer of ownership of the Project if approved by HUD in writing. Subordinate Lender further agrees that the Subordinate Indebtedness is assumable when a sale or transfer of physical assets occurs and the Senior Indebtedness remains in place, as set forth below in subparagraph (f). The Subordinate Lender cannot require that more than seventy-five percent (75%) of the net proceeds of the sale or transfer be applied to the reduction of the Subordinate Indebtedness. For these instructions, net proceeds are the funds available to the original borrower after: (f) (1) correcting any default on the Senior Indebtedness; (2.) making required contributions to any reserve funds; and (3) making needed improvements to the Property as evidenced by HUD's annual inspection reports. 11. Default by Subordinate Lender or Senior Lender. if Subordinate Lender or Senior Lender defaults in performing or observing any of the terms, covenants or conditions to be performed or observed by it under this Agreement, the other, non -defaulting Lender shall have the right to all available legal and equitable relief. 12. Notices. Each notice, request, demand, consent, approval or other communication (hereinafter in this Section referred to collectively as "notices" and referred to singly as a "notice") which Senior Lender or Subordinate Lender is required or permitted to give to, the other party pursuant to this Agreement shall be in writing and shall be deemed to have been duly and sufficiently given if: (a) personally delivered with proof of delivery thereof (any Subordination Agreement - Public HUD-92420M (6/18) CFN: 20210075622 BOOK 32322 PAGE 94 13 notice so delivered shall be deemed to have been received at the time so delivered); or (b) sent by Federal Express (or other similar national overnight courier) designating next Business Day delivery (any notice so delivered shall be deemed to have been received on the next Business Day following receipt by the courier); or (c) 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 shall be deemed to have been received two Business Days after mailing in the United States), addressed to the respective parties as follows: SENIOR LENDER: JLL Real Estate Capital, LLC 2177 Youngman Avenue, Suite 100 St. Paul, Minnesota 55116 With a copy to: U.S. Department of Housing and Urban Development Director - Office of Multifamily Asset Management Room 6160 451 Seventh Street, S.W. Washington, DC 20410 SUBORDINATE LENDER: City of Miami 444 S.W. 2nd Avenue Miami, FL 33130 Attention: City Manager With a copy to: City of Miami 14 NE 1 Avenue, 2nd Floor Miami, Florida 33132 Attn: George Mensah, Director With a copy to: City of Miami 444 S.W. 2nd Avenue Miami, FL 33130 Attn: City Attorney Either party may, by notice given pursuant to this Section, change the person or persons and/or address or addresses, or designate an additional person or persons or an additional address or addresses for its notices, but notice of a change of address shall only be effective upon receipt. Subordination Agreement - Public HUD-92420M (6/18) CFN: 20210075622 BOOK 32322 PAGE 95 14 13. General. (a) AssignmentISuccessors. This Agreement shall be binding upon Borrower, Senior Lender and Subordinate Lender and shall inure to the benefit of the respective legal successors and assigns of Senior Lender and Subordinate Lender. (b) No Partnership or Joint Venture. Senior Lender's permission for the placementof the Subordinate Loan Documents does not constitute Senior Lender as a joint venturer or partner of Subordinate Lender. Neither party hereto shall hold itself out as a. partner, agent or Affiliate of any other party hereto. (c) Senior Lender's and Subordinate Lender's Consent. Wherever Senior Lender's consent or approval is required by any provision of this Agreement, such consent or approval may be granted or denied by Senior Lender in its sole and absolute discretion, unless otherwise expressly provided in this Agreement. Wherever Subordinate Lender's consent or approval is required by any provision of this Agreement, such consent or approval may begranted or denied by Subordinate Lender in its sole and absolute discretion, unless otherwise expressly provided in this Agreement. (d) Further Assurances; UCC Financing Statements. Subordinate Lender, Senior Lender and Borrower each agree, at Borrower's expense; to execute and deliver all additional instruments and/or documents reasonably required by any other party to this Agreement in order to evidence that the Subordinate Loan Documents are subordinate to the Tien, covenants and conditions of the Senior Loan Documents, or to further evidence the intent of this Agreement. Senior Lender is hereby authorized to file any and all UCC financing statement amendments required to reflect the priority of the Senior Indebtedness. (e) Amendment. This Agreement shall not be amended except by written instrument signed by all parties hereto. (f) Governing Law. This Agreement shall be governed by the laws of the State in which the Mortgaged Property is located, except, so long as the Senior Indebtedness is insured .or held by HUD., and solely as to rights and remedies of HUD, federal jurisdiction may be appropriate pursuant to any federal requirements. The State courts, and with respect to HUD's rights and remedies, federal courts, and governmental authorities in the State in which the Mortgaged Property is located, shall have exclusive jurisdiction over all controversies which shall arise under or in relation to the Subordinate Loan Documents. Borrower irrevocably consents to service, jurisdiction, and venue of such courts for any such litigation and waives any other venue to which it might be entitled by virtue of domicile, habitual residence or otherwise. (g) Severable Provisions. If any provision of this Agreement shall be invalid or unenforceable to any extent, then the other provisions of this: Agreement shall not be affected thereby and shall be enforced to the greatest extent permitted Subordination Agreement- Public HUD-92420M (6118) CFN: 20210075622 BOOK 32322 PAGE 96 15 by law. (h) Term. The term of this Agreement shall commence on the date hereof and shall continue until the earliest to occur of the following events: (i) the payment of all of the principal of, interest on and other amounts payable under the Senior Loan Documents; (ii) the payment (or if applicable, the forgiveness of all of the principal of, interest on and other amounts payableunder the Subordinate Loan Documents, other than by reason of payments which Subordinate Lender is obligated to remit to Senior Lender pursuant to Section 5 hereof; (iii) the acquisition by Senior Lender of title to the Mortgaged Property pursuant to a foreclosure; or (iv) the acquisition by Subordinate Lender of title to the Mortgaged Property pursuant to a foreclosure or a deed in lieu of foreclosure of, or the exercise of a power of sale contained in, the Subordinate Mortgage, but only if such acquisition of title does not violate any of the. terms of this Agreement. Notwithstanding the foregoing, in the event the Senior Indebtedness is refinanced or a transfer of physical assets occurs, the term of this Agreement shall continue and the Subordinate Indebtedness and Subordinate Loan Documents shall be subordinate to any such indebtedness related to the refinanced or transferred loan as provided in Section 10 above_ (I) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be considered an original for all purposes; provided, however, that all such counterparts shall together constitute one and the same instrument. Each signatory below hereby certifies that each of their statements and representations contained in this Agreement and all their supporting documentation thereto are true, accurate, and complete. This Agreement has been made, presented, and delivered for the purpose of influencing an official action of HUD in insuring the Loan, and may be relied upon by HUD as a true statement of the facts contained therein. (I) 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 governmental powers (including police, regulatory and taxing powers) the following with respect to Borrower or the Mortgaged Property to the same extent asif it were not a party to this Agreement or the transactions contemplated by this Agreement: (i) exercising its governmental powers (including police, regulatory and taxing powers), (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 Subordinate 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. Subordinate Lender's power and authority as a sovereign municipal authority in the. State of Florida. Subordination Agreement - Public HUD-92420M (6/18) CFN: 20210075622 BOOK 32322 PAGE 97 S-1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. SENIOR LENDER: JLL REAL ESTATE CAPITAL, LLC a Delaware limited liability company By: Beverly D. erquam Vice President (ACKNOWLEDGEMENT APPEARS ON FOLLOWING PAGE] Subordination Agreement - Public HUD-92420M (6/18) CFN: 20210075622 BOOK 32322 PAGE 98 S-2 STATE OF MINNESOTA ) COUNTY OF Anoka ) This instrument was acknowledged before me on January 5th , 2021, by Beverly D. Berquam, Vice President of JLL Real Estate Capital, LLC, a Delaware limited tiabitity company, on behalf of whom the instrument was executed. WITNESSETH my hand and official seal in the State and County above, this 5th day of January , 2021. Notary Public My commission expires: t. 3 t< t5 Subordination Agreement - Public HUD-92420M (6/18) CFN: 20210075622 BOOK 32322 PAGE 99 S-3 SUBORDINATE LENDER: A iESTE.: ;:odd : Hannon City ( lerk STATE OF FLORIDA COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged online notarization, this 1I day of the City of Miami, a municipal corporation corporation. He/she is personally known identification. 4.140.21 (NOTARY PUBLIC SEAL). 1 !' OFELLA E. PEREZ E,� '^ 1,1 MY COMMISSION 4 GG 360880 =s; zvA,3 IXP(RES:August 2,2023 „Dart„ Bonded'Mu Notary PubilcUnderx�ilerc Approved by Housing and Community Development Department: George Mensah Director Approved al form and correctness: Vi tc}ri' endez, Esq. Ci y Attorney Subordination Agreement - Public CITY OF MIAMI, a municipal corporation of tj State of Florida By: Arthur No ga City Manager before me by means of 'physical presence or O , 2021 by Arthur Noriega V, as City Manager for f the State of Florida, on behalf of the municipal to me or has produced as Signet fe of Person Taking Acknowledgment (Affix Notary Seal) HUD-92420M (6/18) CFN: 20210075622 BOOK 32322 PAGE 100 Signed, sealed and delivered S-4 BORROWER: PLATFORM 3750 II, LLC, a Florida limited in th - : -sen - • liability company lira Mendez Mark Martinez STATE OF FLORIDA ) By: Mara S. Mades, Vice President COUNTY OF MIAMI-DADE) The foregoing was sworn to, subscribed and acknowledged before p1 physical presence or [ } online notarization, on this le day of `,J 2021, by Mara S. Mades, Vice President of Platform 375011, LLC, a liability company, who is personally known to me or who produced as identification_ WITfSSETH my hand and official seal ipl the State and County of.. , 2021. My commission expires: -,.....;.i =n. Jr.:CQ•• IELNE. EtLV ti?t2ry FuOic - of Eton[. $ C::Tn'nein� uGr 2. 2 . r., i^n•m. Ezpge9� . 2 Notary Assn Subordination Agreement - Public e by means Florida limited .e, this tr day ary t Ic, State of Florida at Large Jacqueline Silva JACQUELINE SILVA Notary Public - State of Florida Commisston N GG 202744 My Comm. Expires Apr 2, 2022 `:... Bond•National Notary Assn. dthrouyh HUD-92420M (6/18) CFN: 20210075622 BOOK 32322 PAGE 101 EXIIBIT "A" TRACT A, OF SIMBER SUBDIVISION, ACCORDING TO TIIE PLAT THEREOF, RECORDED IN PLAT BOOK 64, PAGE 31, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA. AND LOTS 1 THROUGH 1, INCLUSIVE, OF PERCIVAL PLAT REVISED, ACCORDING TO THE PLAT THEREOF RECORDED IN PLAT BOOK 1, PAGE 140, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, LESS AND EXCEPT THAT PORTION OF SAID LOT 1 CONVEYED TO THE CITY OF MIAMI, A.MUNICIPAL CORPORATION BY THAT CERTAIN DEED RECORDED IN DEED BOOK 3615, PAGE319 AND DEED BOOK 3388, PAGE 338, OF THE PUBLIC RECORDS OF MIAIb4I-DADE COUNTY, FLORIDA, MORE PARTICULARLY DESCRIBED AS. FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF LOT I, PERCIVAL AND SANFORD REVISED, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 1, AT PAGE 140, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA; RUN THENCE WEST ALONG THE SOUTH LINE OF SAID LOT 1 FOR A DISTANCE OF TWENTY (20) FEET TO A POINT; THENCE RUN NORTH ALONG A LINE PARALLEL WITH AND TWENTY (20) FEET WEST OF THE EAST LINE OF SAID LOT I, FOR A DISTANCE OF SIXTY (60) FEET, MORE OR LESS, TO THE WALL OF AN EXISTING BUILDING; THENCE RUN SOUTH ALONG THE EAST LINE OF SAID LOT 1 FOR A DISTANCE OF SIXTY (60) FEET, MORE OR LESS, TO THE SOUTHEAST CORNER OF SAID LOT I, WHICH IS THE POINT bF BEGINNING. FURTHER LESS AND EXCEPT THAT CERTAIN PROPERTY SET FORTH AND FURTHER DESCRIBED IN THE COUNTY DEED RECORDED IN OFFICIAL RECORDS BOOK 32037, PAGE 2116, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA. FURTHER. LESS AND EXCEPT ANY PORTION OF THE ABOVE PARCELS LYING WITHIN A RIGHT-OF- WAY. ALSO KNOWN AS A PORTION OF LOT 1 OF PERCIVAL PLAT REVISED, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 1 AT PAGE 140 OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA; AND TRACT A OF SIMBER SUBDIVISION, ACCORDING TO TIIE PLAT THEREOF, AS RECORDED IN PLAT BOOK 64 AT PAGE 31 OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA OF BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE SOUTHEAST CORNER OF LOT 1 OF PERCIVAL PLAT REVISED PLAT BOOK 1, PAGE 140; THENCE, S8.9°49'30"W 46.77 FEET; THENCE S02°02'29"W 5.00. FEET TO THE POINT OF BEGINNING; THENCE 589°49'30'W 204.64 FEET ALONG THE NORTH RIGHT OF WAY LINE OF DAY AVENUE TO A SW CORNER OF LOT 4 OF PERCIVAL PLAT REVISED, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 1 AT PAGE 140 OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA ; THENCE N01°00'12"W 114.00 FEET ALONG THE WEST LINE OF SAID LOT 4; THENCE S89°49'30"W 40.00 FEET ALONG THE NORTH LINE OF LOT 5 OF PERCIVAL PLAT REVISED, ACCORDING To THE PLAT 'THEREOF, AS RECORDED IN PLAT BOOK 1 A'1' PAGE 110 OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA TO SW CORNER TRACT A OF SIMBER SUBDIVISION, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 64 AT PAGE 31 OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA; THENCE N00°54'45"W 144.82 FEET TO A POINT ON THE SOUTHERLY RIGHT OF WAY LINE OF SOUTH DIXIE I-IGHWAY (U.S.1), ALSO BEING A POINT OF CURVATURE OF A NON -TANGENTIAL CIRCULAR CURVE TO WHICH SAID POINT BEARS 831'50'01"E; THENCE 226.40 FEET NORTHEASTERLY ALONG THE SOUTHEASTERLY RIGHT OF WAY LINE OF SOUTH DIXIE HIGHWAY (U.S. I) ALSO BEING THE ARC OF A 1188.78 FOOT RADIUS CURVE CONCAVE #9129641-v1 11944-0051 Legal Description - Platform 3750 CFN: 20210075622 BOOK 32322 PAGE 102 TO THE NORTHWEST AND THROUGH A CENTRAL ANGLE OF 10°54'43" TO THE NW CORNER OF TRACT A; THENCE S78°23'11"E 97.59 FEET; THENCE S00°54'45"E 270.60 FEET ALONG THE WEST RIGHT OF WAY LINE OF SW 37TH/ AVENUE (DOUGLAS ROAD); THENCE S01 °00'12"E 88.64 FEET TO A POINT ON A TANGENT CIRCULAR CURVE CONCAVE TO THE NORTHWEST HAVING A RADIUS OF 25.00 FEET; THENCE 39.63 FEET ALONG THE ARC OF SAID CURVP: THROUGH A CENTRAL ANGEL OF 90°49'42" '1'O THE POINT OF BEGINNING. ALL LANDS DESCRIBED BASED ON AN ASSUMED BEARING OF N89°49'30"E ALONG THE CENTERLINE OF DAY AVENUE, LYING AND BEING IN MIAMI-DADE COUNTY, FLORIDA. #9129641-vl 11944-0051 Legal Description - Platform 3750 CFN: 20210075622 BOOK 32322 PAGE 103 A-1 SCHEDULE A SENIOR LOAN DOCUMENTS The following documents are dated on or about the date of this Agreement: NOTE (Multistate) by Borrower in favor of Senior Lender in the original principal amount of $60,470,000.00 ("Senior Note") MULTIFAMILY MORTGAGE, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT by Borrower in favor of Senior Lender ("Senior Security Instrument") REGULATORY AGREEMENT FOR MULTIFAMILY PROJECTS by and between Borrower and HUD BUILDING LOAN AGREEMENT by and between Borrower and Senior Lender UCC-1 FINANCING STATEMENT recorded in the land records of Miami -Dade County, Florida, naming Borrower as Debtor and Senior Lender and HUD as Secured Parties UCC-1 FINANCING STATEMENT filed with the Florida Secured Transaction Registry, Florida, naming Borrower as Debtor and Senior Lender and HUD as Secured Parties And certain other ancillary documents evidencing and securing the Senior Loan Subordination Agreement- Public HUD-92420M (6/18) 2 335° CFN: 20210075622 BOOK 32322 PAGE 104 A-1 SCHEDULE B SUBORDINATE LOAN DOCUMENTS 1) Promissory Note (Miami Forever Bond Funds) 2) Leasehold Mortgage and Security Agreement 3) HOME Loan Agreement 4) Rent Regulatory Agreement 5) Declaration of Restrictive Covenants 6) Disbursement Agreement Subordination Agreement- Public HUD-92420M (6/18)