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HomeMy WebLinkAbout23627AGREEMENT INFORMATION AGREEMENT NUMBER 23627 NAME/TYPE OF AGREEMENT LIBERTY SQUARE PHASE ONE, LLC DESCRIPTION SUBORDINATION AGREEMENT / CONSISTS OF 204 UNITS / GREYSTONE SERVICING COMPANY, LLC / MATTER ID:21- 293 / #73 EFFECTIVE DATE ATTESTED BY TODD B. HANNON ATTESTED DATE 3/25/2021 DATE RECEIVED FROM ISSUING DEPT. 10/26/2021 NOTE ORIGINATING DEPARTMENT: Housing and Community Development DEPT. CONTACT PERSON: Maria T. Ason EXT. 1971 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: Liberty Square Phase One, LLC IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? TOTAL CONTRACT AMOUNT: $ o FUNDING INVOLVED? ❑ YES ® NO TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT ❑ YES ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT ® NO OTHER: (PLEASE SPECIFY) Subordination Agreement PURPOSE OF ITEM (BRIEF SUMMARY): Execution of Subordination Agreement in connection with the Liberty Square Phase One project. Thisjroject is an affordable rental housing project that consists of 204 units of which 25 units are City -assisted units targeting very low income to low income households. COMMISSION APPROVAL DATE: / / FILE ID: N/A ENACTMENT NO.: IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: He- LC G _ TROUT_ _ING INFORM ATICIAIv Date P EASE PRINT AND SIG- ..: APPROVAL BY DEPARTMENTAL DIRECTOR 3/18/21 Ge SI rg URL? Alfredo Duran SUBMITTED TO RISK MANAGEMENT / Ann -Marie Sharpe _ SIGNATURE: SUBMITTED TO CITY ATTORNEY /2-2-1d4 Victoria M SIGNATURE: z APPROVAL BY ASSISTANT CITY MANAGER 3hi f PRINT: SIGNAT .. C 6 leolaikr-- RECEIVED BY CITY MANAGER Art NoriegaCS--.4 SIGNATURE: 1) ONE. ORIGINAL TO CITY CLERK; 2) ONE COPY TO CITY ATTORNEY'S OFFICE, 3) REMAINING; ORIGINAL(S) TO ORIGINATING DEPARTMENT I IMF . , °`,.( i° PRINT: SIGNATURE: PRINT: SIGNATURE: PRINT: SIGNATURE: PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER Prepared by, and after recording return to: Katten Muchin Rosenman LLP 2900 K Street, NW North Tower — Suite 200 Washington, DC 20007 Attention: Michael P. Murphy, Esq. SUBORDINATION AGREEMENT GOVERNMENTAL ENTITY (Revised 6-15-2020) Freddie Mac Loan Number: 506970639 Property Name: Liberty Square Phase One (Supplemental) SUBORDINATION AGREEMENT GOVERNMENTAL ENTITY (Revised 6-15-2020) THIS SUBORDINATION AGREEMENT ("Agreement") is entered into this _ day of March, 2021, by and between (i) GREYSTONE SERVICING COMPANY LLC, a limited liability company organized and existing under the laws of the State of Delaware ("Senior Lender"), and (ii) the CITY OF MIAMI, a municipal corporation of the State of Florida ("Subordinate Lender"). RECITALS A. Liberty Square Phase One, LLC, a limited liability company organized under the laws of the State of Florida ("Borrower"), is the owner of a leasehold interest in certain land located in Miami -Dade County, Florida, described in Exhibit A ("Land"). The Land is improved with a multifamily rental housing project ("Improvements"). B. Senior Lender has made or is making a loan to Borrower in the original principal amount of $2,730,000.00 ("Senior Loan") upon the terms and conditions of a Multifamily Loan and Security Agreement dated as of [March _, 2021] between Senior Lender and Borrower ("Senior Loan Agreement") in connection with the Mortgaged Property. The Senior Loan is secured by a Multifamily Leasehold Mortgage, Assignment of Rents and Security Agreement dated as of the date of the Senior Loan Agreement ("Senior Mortgage") encumbering the Land, the Improvements and related personal and other property described and defined in the Senior Mortgage as the "Mortgaged Property." C. Pursuant to a HOME Loan Agreement for Liberty Square Phase One dated as of December 12, 2017 between Subordinate Lender and Borrower ("Subordinate Loan Agreement"), Subordinate Lender has made or is making a loan to Borrower in the original principal amount of $2,000,000.00 ("Subordinate Loan"). The Subordinate Loan is or will be secured by a Leasehold Mortgage and Security Agreement for Liberty Square Phase One, LLC dated as of December 12, 2017 ("Subordinate Mortgage") encumbering all or a portion of the Mortgaged Property. D. The Senior Mortgage is or will be recorded in the official public records of Miami -Dade County, Florida ("Recording Office"). The Subordinate Mortgage is recorded in the Recording Office in Official Records Book 30791, Page 1558. Subordination Agreement— Governmental Entity Page 1 E. The execution and delivery of this Agreement is a condition of Senior Lender's making of the Senior Loan. AGREEMENT NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows: Definitions. The following terms, when used in this Agreement (including, as appropriate, when used in the above recitals), will have the following meanings: The terms "Condemnation," "Imposition Deposits," "Impositions," "Leases," "Rents" and "Restoration," as well as any term used in this Agreement and not otherwise defined in this Agreement, will have the meanings given to those terms in the Senior Loan Agreement. "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. "Borrower" means all persons or entities identified as "Borrower" in the first Recital of this Agreement, together with their successors and assigns, and any other person or entity who acquires title to the Mortgaged Property after the date of this Agreement; provided that the term "Borrower" will not include Senior Lender if Senior Lender acquires title to the Mortgaged Property. "Casualty" means the occurrence of damage to or loss of all or any portion of the Mortgaged Property by fire or other casualty. "Enforcement Action" means any of the following actions taken by or at the direction of Subordinate Lender with regard to the Subordinate Indebtedness: 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, the taking of possession or control of any of the Mortgaged Property, the commencement of any suit or other legal, administrative, or arbitration proceeding based upon the Subordinate Note or any other of the Subordinate Loan Documents, the exercising of any banker's lien or rights of set-off or recoupment, or the exercise of any other remedial action against Borrower, any other party liable for any of the Subordinate Indebtedness or obligated under any of the Subordinate Loan Documents, or the Mortgaged Property; provided that "Enforcement Action" shall specifically not include Subordination Agreement — Governmental Entity Page 2 action taken by the Subordinate Lender in its capacity as a municipal corporation, taxing entity, municipal service provider or regulatory body. "Enforcement Action Notice" means a Notice given from Subordinate Lender to Senior Lender following one or more Subordinate Mortgage Default(s) and the expiration of any applicable notice or cure periods, setting forth in reasonable detail the Subordinate Mortgage Default(s) and the Enforcement Actions proposed to be taken by Subordinate Lender. "Lien" means any lien, encumbrance, estate or other interest, recorded against or secured by the Mortgaged Property. For avoidance of doubt, the definition of "Lien" herein shall specifically exclude (i) 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 taxing entity, municipal service provider or regulatory body. "Loss Proceeds" means all monies received or to be received under any insurance policy, from any condemning authority, or from any other source, as a result of any Condemnation or Casualty. "Notice" means all notices, requests, demands, consents, approvals or other communication pursuant to this Agreement provided in accordance with the provisions of Section 10. "Regulatory Agreement" means, collectively, (i) the Rent Regulatory Agreement for Liberty Square Phase One, LLC between Borrower and Subordinate Lender dated December 12, 2017 and recorded Official Records Book 30791, Page 1549 in the Recording Office of Miami -Dade County, Florida, and (ii) the Declaration of Restrictive Covenants for Liberty Square Phase One, LLC between Borrower and Subordinate Lender dated December 12, 2017 and recorded Official Records Book 30791, Page 1543 in the Recording Office of Miami -Dade County, Florida. "Senior Indebtedness" means the "Indebtedness" as defined in the Senior Loan Agreement. "Senior Lender" means the "Lender" as defined in the Senior Mortgage. When any other person or entity becomes the legal holder of the Senior Note, such other person or entity will automatically become Senior Lender. "Senior Loan Documents" means the "Loan Documents" as defined in the Senior Loan Agreement, as such documents may be amended. "Senior Mortgage Default" means any act, failure to act, event, condition, or occurrence which constitutes, or which with the giving of Notice or the passage of time, or both, would constitute, an "Event of Default" as defined in the Senior Loan Agreement. Subordination Agreement — Governmental Entity Page 3 "Senior Note" means the promissory note or other evidence of the Senior Indebtedness and any replacement of the Senior Note. "Subordinate Indebtedness" means all sums evidenced or secured or guaranteed by, or otherwise due and payable to Subordinate Lender pursuant to, the Subordinate Loan Documents. "Subordinate Lender" means the person or entity named as such in the first paragraph of this Agreement and any other person or entity who becomes the legal holder of the Subordinate Note after the date of this Agreement. "Subordinate Loan Documents" means the Subordinate Mortgage, the Subordinate Note, the Subordinate Loan Agreement, the Regulatory Agreement and all other documents at any time evidencing, securing, guaranteeing, or otherwise delivered in connection with the Subordinate Indebtedness, as such documents may be amended. "Subordinate Mortgage Default" means any act, failure to act, event, condition, or occurrence which allows (but for any contrary provision of this Agreement), Subordinate Lender to take an Enforcement Action, "Subordinate Note" means the promissory note or other evidence of the Subordinate Indebtedness and any replacement of the Subordinate Note. "Surplus Cash" means, with respect to any period, any revenues of Borrower remaining after paying, or setting aside funds for paying, all the following: (a) All sums due or currently required to be paid under the Senior Loan Documents, including any reserves and Imposition Deposits. (b) All reasonable operating expenses of the Mortgaged Property, including real estate taxes, insurance premiums, utilities, building maintenance, painting and repairs, management fees, payroll, administrative expenses, legal- expenses and audit expenses (excluding any developer fees payable with respect to the Mortgaged Property). 2. Subordinate Lender's Representations and Warranties. (a) Subordinate Lender represents and warrants that each of the following is true -as of the date of this Agreement: (i) Subordinate Lender is now the owner and holder of the Subordinate Loan Documents. (ii) No Subordinate Mortgage Default has occurred and is continuing. Subordination Agreement — Governmental Entity Page 4 (b) (iii) The current unpaid principal balance of the Subordinate Indebtedness is $2,000,000.00. (iv) No scheduled payments under the Subordinate Note have been prepaid. Without the prior written consent of Senior Lender, Subordinate Lender will not do any of the following: (i) Pledge, assign, transfer, convey, or sell any interest in the Subordinate Indebtedness or any of the Subordinate Loan Documents 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. Take any action which has the effect of increasing the Subordinate Indebtedness, except to cure a Senior Mortgage Default as contemplated under Section 5(a) of this Agreement. (iii) Accept any prepayment of the Subordinate Indebtedness. 3. Terms of Subordination. (a) Agreement to Subordinate. The Subordinate Indebtedness is and will at all times continue to be subject and subordinate in right of payment to the prior payment in full of the Senior Indebtedness. Each of the Subordinate Loan Documents is, and will at all times remain, subject and subordinate in all respects to the liens, terms, covenants, conditions, operations, and effects of each of the Senior Loan Documents. (b) Subordination of Subrogation Rights. Subject to the provisions in Section 9 hereof, if Subordinate Lender, by indemnification, subrogation or otherwise, acquires any Lien on any of the Mortgaged Property, then that Lien will be fully subject and subordinate to the receipt by Senior Lender of payment in full of the Senior Indebtedness, and to the Senior Loan Documents, to the same extent as the Subordinate Indebtedness and the Subordinate Loan Documents are subordinate pursuant to this Agreement. (c) Payments Before Senior Loan Default; Soft Subordinate Debt. Until the occurrence of a Senior Mortgage Default, Subordinate Lender will be entitled to retain for its own account all payments of the principal of and interest on the Subordinate Indebtedness pursuant to the Subordinate Loan Documents; provided that Subordinate Lender expressly agrees that it will not accept any such payment that is made more than 10 days in advance of its due date and provided further that Subordinate Lender will not accept any payment unless accompanied by a Subordination Agreement — Governmental Entity Page 5 written certification by Borrower that such payment does not exceeds 75% of then available Surplus Cash. Borrower acknowledges its responsibility under this section by way of its signed consent to this Agreement. (d) Payments After Senior Loan Default or Bankruptcy. Immediately upon Subordinate Lender's receipt of Notice or actual knowledge of a Senior Mortgage Default, Subordinate Lender will not accept any payments of the Subordinate Indebtedness, and the provisions of Section 3(d) of this Agreement will apply. (ii) If Subordinate Lender receives any of the following, whether voluntarily or by action of law, after a Senior Mortgage Default of which Subordinate Lender has actual knowledge (or is deemed to have actual knowledge as provided in Section 4(c)) or has been given Notice, such will be received and held in trust for Senior Lender: (A) Any payment, property, or asset of any kind or in any form in connection with the Subordinate Indebtedness. (B) Any proceeds from any Enforcement Action. (C) Any payment, property, or asset in or in connection with any Bankruptcy Proceeding solely in respect of its position as the Subordinate Lender. (iii) Subordinate Lender will promptly remit, in kind and properly endorsed as necessary, all such payments, properties, and assets described in Section 3(d)(ii) to Senior Lender. Senior Lender will apply any payment, asset, or property so received from Subordinate Lender to the Senior Indebtedness in such order, amount (with respect to any asset or property other than immediately available funds), and manner as Senior Lender determines in its sole and absolute discretion. (e) Bankruptcy. Without the prior written consent of Senior Lender, Subordinate Lender will not commence, or join with any other creditor in commencing, any Bankruptcy Proceeding; provided, however, that if a bankruptcy proceeding is commenced then Subordinate Lender shall be permitted to respond and/or intervene in such proceedings without additional consent from such Senior Lender. In the event of a Bankruptcy Proceeding, Subordinate Lender will not vote affirmatively in favor of any plan of reorganization or liquidation unless Senior Lender has also voted affirmatively in favor of such plan. Subordination Agreement — Governmental Entity Page 6 • 4. Default Under Subordinate Loan Documents. (a) Notice of Subordinate Loan Default and Cure Rights. (i) Subordinate Lender will deliver to Senior Lender a copy of each Notice delivered by Subordinate Lender pursuant to the Subordinate Loan Documents within 5 Business Days of sending such Notice to Borrower. Neither giving nor failing to give a Notice to Senior Lender pursuant to this Section 4(a) will affect the validity of any Notice given by Subordinate Lender to Borrower. (ii) For a period of 90 days following delivery to Senior Lender of an Enforcement Action Notice, Senior Lender will have the right, but not the obligation, to cure any Subordinate Mortgage Default. However, if such Subordinate Mortgage Default is a non -monetary default and is not capable of being cured within such 90-day period and Senior Lender has commenced and is diligently pursuing such cure to completion, Senior Lender will have such additional period of time as may be required to cure such Subordinate Mortgage Default or until such time, if ever, as Senior Lender takes either of the following actions: (A) Discontinues its pursuit of any cure. (B) Delivers to Subordinate Lender Senior Lender's written consent to the Enforcement Action described in the Enforcement Action Notice. (iii) Senior Lender will not be subrogated to the rights of Subordinate Lender under the Subordinate Loan Documents as a result of Senior Lender having cured any Subordinate Mortgage Default. (iv) Subordinate Lender acknowledges that all amounts advanced or expended by Senior Lender in accordance with the Senior Loan Documents or to cure a Subordinate Mortgage Default will be added to and become a part of the Senior Indebtedness and will be secured by the lien of the Senior Mortgage. (b) Subordinate Lender's Exercise of Remedies After Notice to Senior Lender. (i) In the event of a Subordinate Mortgage Default, Subordinate Lender will not commence any Enforcement Action until 90 days after Subordinate Lender has delivered to Senior Lender an Enforcement Action Notice. During such 90-day period or such longer period as provided in Section 4(a), Subordinate Lender will be entitled to seek specific performance to enforce covenants and agreements of Borrower relating to income, rent, or affordability restrictions contained in the Regulatory Agreement, subject Subordination Agreement — Governmental Entity Page 7 to Senior Lender's right to cure a Subordinate Mortgage Default set forth in Section 4(a). (ii) Subordinate Lender may not commence any other Enforcement Action, including any foreclosure action under the Subordinate Loan Documents, until the earlier of: (A) The expiration of such 90-day period or such longer period as provided in Section 4(a). (B) The delivery by Senior Lender to Subordinate Lender of Senior Lender's written consent to such Enforcement Action by Subordinate Lender. (iii) Subordinate Lender acknowledges that Senior Lender may grant or refuse consent to Subordinate Lender's Enforcement Action in Senior Lender's sole and absolute discretion. At the expiration of such 90-day period or such longer period as provided in Section 4(a) and, subject to Senior Lender's right to cure set forth in Section 4(a), Subordinate Lender may commence any Enforcement Action. (iv) Senior Lender may pursue all rights and remedies available -to it under the Senior Loan Documents, at law, or in equity, regardless of ' any Enforcement Action Notice or Enforcement Action by Subordinate Lender. No action or failure to act on the part of Senior Lender in the event of a Subordinate Mortgage Default or commencement of an Enforcement Action will constitute a waiver on the part of Senior Lender of any provision of the Senior Loan Documents or this Agreement. (c) Cross Default. Subordinate Lender acknowledges that a Subordinate Mortgage Default constitutes a Senior Mortgage Default. Accordingly, upon the occurrence of a Subordinate Mortgage Default, Subordinate Lender will be deemed to have actual knowledge of a Senior Mortgage Default. If Subordinate Lender notifies Senior Lender in writing that any Subordinate Loan Default of which Senior Lender has received Notice has been cured or waived, as determined by Subordinate Lender in its sole discretion, then provided that Senior Lender has not conducted a sale of the Mortgaged Property pursuant to its rights under the Senior Loan Documents, any Senior Loan Default under the Senior Loan Documents arising solely from such Subordinate Loan Default will be deemed cured, and the Senior Loan will be reinstated. 5. Default Under Senior Loan Documents. (a) Notice of Senior Loan Default and Cure Rights. Subordination Agreement — Governmental Entity Page 8 Senior Lender will deliver to Subordinate Lender a copy of any Notice sent by Senior Lender to Borrower of a Senior Mortgage Default within 5 Business Days of sending such Notice to Borrower. Failure of Senior Lender to send Notice to Subordinate Lender will not prevent the exercise of Senior Lender's rights and remedies under the Senior Loan Documents. (ii) Subordinate Lender will have the right, but not the obligation, to cure any monetary Senior Mortgage Default within 30 days following the date of such Notice. During such 30-day period Senior Lender will be entitled to continue to pursue its remedies under the Senior Loan Documents. (iii) Subordinate Lender may, within 90 days after the date of the Notice, cure a non -monetary Senior Mortgage Default if during such 90-day period, Subordinate Lender keeps current all payments required under the Senior Loan Documents. If such a non -monetary Senior Mortgage Default creates an unacceptable level of risk relative to the Mortgaged Property, or Senior Lender's secured position relative to the Mortgaged Property, as determined by Senior Lender in its sole discretion, then during such 90-day period Senior Lender may exercise all available rights and remedies to protect and preserve the Mortgaged Property and the Rents, revenues and other proceeds from the Mortgaged Property. (iv) All amounts paid by Subordinate Lender to Senior Lender to cure a Senior Mortgage Default will be deemed to have been advanced by Subordinate Lender pursuant to, and will be secured by the lien of, the Subordinate Mortgage. Notwithstanding anything in this Section 5(a) to the contrary, Subordinate Lender's right to cure any Senior Mortgage Default will terminate immediately upon the occurrence of any Bankruptcy Proceeding. (b) Release of Mortgaged Property. (i) Subordinate Lender consents to and authorizes any future release by Senior Lender of all or any portion of the Mortgaged Property from the lien, operation, and effect of the Senior Loan Documents. Subordinate Lender waives to the fullest extent permitted by law, all equitable or other rights it may have in connection with the release of all or any portion of the Mortgaged Property, including any right to require Senior Lender to do any of the following: (A) To conduct a separate sale of any portion of the Mortgaged Property. (B) To exhaust its remedies against all or any portion of the Mortgaged Property or any combination of portions of the Mortgaged Property or any other collateral for the Senior Indebtedness. Subordination Agreement — Governmental Entity Page 9 (C) To proceed against Borrower, any other party that may be liable for any of the Senior Indebtedness (including any general partner of Borrower if Borrower is a partnership), all or any portion of the Mortgaged Property or combination of portions of the Mortgaged Property or any other collateral, before proceeding against all or such portions or combination of portions of the Mortgaged Property as Senior Lender determines. For avoidance of doubt, no such release shall be effective to release the Mortgaged Property from the Subordinate Mortgage without the consent of the Subordinate Lender. (ii) Subordinate Lender consents to and authorizes, at the option of Senior Lender, the sale, either separately or together, of all or any portion of the Mortgaged Property. Subordinate Lender acknowledges that without Notice to Subordinate Lender and without affecting any of the provisions of this Agreement, Senior Lender may do any of the following: (A) Extend the time for or waive any payment or performance under the Senior Loan Documents. (B) Modify or amend in any respect any provision of the Senior Loan Documents. (C) Modify, exchange, surrender, release, and otherwise. deal with any additional collateral for the Senior Indebtedness. 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 Subordinate Loan Documents, Subordinate Note, or Subordinate Indebtedness. 6. Conflicts. If there is any conflict or inconsistency between the terms of the Subordinate Loan Documents and the terms of this Agreement, then the terms of this Agreement will control.. Borrower acknowledges that the terms and provisions of this Agreement will not, and will not be deemed to do any of the following: (a) Extend Borrower's time to cure any Senior Loan Default or Subordinate Loan Default. (b) Give Borrower the right to receive notice of any Senior Loan Default or Subordinate Loan Default, other than that, if any, provided, respectively under the Senior Loan Documents of the Subordinate Loan Documents. (c) Create any other right or benefit for Borrower as against Senior Lender or Subordinate Lender. Subordination Agreement — Governmental Entity Page 10 7. Rights and Obligations of Subordinate Lender Under the Subordinate Loan Documents and of Senior Lender under the Senior Loan Documents. (a) Insurance. (i) All requirements pertaining to insurance under the Subordinate Loan Documents (including requirements relating to amounts and types of coverages, deductibles and special endorsements) will be deemed satisfied if Borrower complies with the insurance requirements under the Senior Loan Documents and of Senior Lender. (ii) All original policies of insurance required pursuant to the Senior Loan Documents will be held by Senior Lender. (iii) Nothing in this Section 7(a) will preclude Subordinate Lender from requiring that it be named as a mortgagee and loss payee, as its interest may appear, under all policies of property damage insurance maintained by Borrower with respect to the Mortgaged Property, provided such action does not affect the priority of payment of Loss Proceeds, or that Subordinate Lender be named as an additional insured under all policies of liability insurance maintained by Borrower with respect to the Mortgaged Property. (b) Condemnation or Casualty. In the event of a Condemnation or a Casualty, the following provisions will apply: (i) The rights of Subordinate Lender (under the Subordinate Loan Documents or otherwise) to participate in any proceeding or action relating to a Condemnation or a Casualty, or to participate or join in any settlement of, or to adjust, any claims resulting from a Condemnation or a Casualty, will be and remain subordinate in all respects to Senior Lender's rights under the Senior Loan Documents, and Subordinate Lender will be bound by any settlement or adjustment of a claim resulting from a Condemnation or a Casualty made by Senior Lender. (ii) All Loss Proceeds will be applied either to payment of the costs and expenses of Restoration or to payment on account of the Senior Indebtedness, as and in the manner determined by Senior Lender in its sole discretion; provided however, Senior Lender agrees to consult with Subordinate Lender in determining the application of Casualty proceeds. In the event of any disagreement between Senior Lender and Subordinate Lender over the application of Casualty proceeds, the decision of Senior Lender, in its sole discretion, will prevail. Subordination Agreement — Governmental Entity Page 11 If Senior Lender holds Loss Proceeds, or monitors the disbursement of Loss Proceeds, Subordinate Lender will not do so. Nothing contained in this Agreement will be deemed to require Senior Lender to act for or on behalf of Subordinate Lender in connection with any Restoration or to hold or monitor any Loss Proceeds in trust for or otherwise on behalf of Subordinate Lender, and all or any Loss Proceeds may be commingled with any funds of Senior Lender. (iv) If Senior Lender elects to apply Loss Proceeds to payment on account of the Senior Indebtedness, and if the application of such Loss Proceeds results in the payment in full of the entire Senior Indebtedness, any remaining Loss Proceeds held by Senior Lender will be paid to Subordinate Lender unless another party has asserted a claim to the remaining Loss Proceeds. (c) Modification of Subordinate Loan Documents. Subordinate Lender agrees that, until the principal of, interest on and all other amounts payable under the Senior Loan Documents have been paid in full, it will not, without the prior written consent of Senior Lender, increase the amount of the Subordinate Loan (other than in connection with a cure of a default under the Senior Mortgage as provided in Section 5(a)(iv) hereof), 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. If Subordinate Lender either (i) amends the Subordinate Loan Documents in the manner set forth above or (ii) assigns the Subordinate Loan without Senior Lender's consent except as provided in Section 2(b)(i), then such amendment or assignment will be void ab initio and of no effect whatsoever. (d) Modification of Senior Loan Documents. Senior Lender may amend, waive, postpone, extend, renew, replace, reduce or otherwise modify any provisions of the Senior Loan Documents without the necessity of obtaining the consent of or providing Notice to Subordinate Lender, and without affecting any of the provisions of this Agreement. Notwithstanding the foregoing, Senior Lender may not modify any provision of the Senior Loan Documents that increases the Senior Indebtedness, except for increases in the Senior Indebtedness that result from advances made by Senior Lender to protect the security or lien priority of Senior Lender under the Senior Loan Documents or to cure defaults under the Subordinate Loan Documents. (e) Commercial or Retail Leases. If requested, Subordinate Lender will enter into attornment and non -disturbance agreements with all tenants under commercial or retail Leases, if any, to whom Senior Lender has granted attornment and non - disturbance, on the same terms and conditions given by Senior Lender. Subordination Agreement — Governmental Entity Page 12 (f) Consent Rights. Whenever the Subordinate Loan Documents give Subordinate Lender approval or consent rights with respect to any matter, and a right of approval or consent for the same or substantially the same matter is also granted to Senior Lender pursuant to the Senior Loan Documents or otherwise, Subordinate Lender shall have fifteen (15) days in which to provide its consent or approval, which shall not be unreasonably withheld, conditioned or delayed. If Subordinate Lender has not provided its consent, approval, or denial within such fifteen (15) day period, Senior Lender's approval or consent or failure to approve or consent will be binding on Subordinate Lender. None -of the other provisions of Section 7 are intended to be in any way in limitation of the provisions of this Section 7(f). (g) (h) Escrows. Except as provided in this Section 7(g), and regardless of any contrary provision in the Subordinate Loan Documents, Subordinate Lender will not collect any escrows for any cost or expense related to the Mortgaged Property or for any portion of the Subordinate Indebtedness. However, if Senior Lender is not collecting escrow payments for one or more Impositions, Subordinate Lender may collect escrow payments for such Impositions; provided that all payments so collected by Subordinate Lender will be held in trust by Subordinate Lender to be applied only to the payment of such Impositions. Certification. Within 10 business days after request by Senior Lender, Subordinate Lender will furnish Senior Lender with a statement, duly acknowledged and certified setting forth the then -current amount and terms of the Subordinate Indebtedness, confirming that there exists no default or, to the best of Subordinate 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 Subordinate Lender under the Subordinate Loan Documents (or describing any known default that does exist), and certifying to such other information with respect to the Subordinate Indebtedness as Senior Lender may request. 8. Refinancing. Subordinate Lender agrees that its agreement to subordinate under this Agreement will extend to any new mortgage debt which is for the purpose of refinancing all or any part of the Senior Indebtedness (including reasonable and necessary costs associated with the closing and/or the refinancing, and any reasonable increase in proceeds for rehabilitation in the context of a preservation transaction, provide, however, that the term of such refinancing will not extend more than 30 years past the date of this Agreement). All terms and covenants of this Agreement will inure to the -benefit of any holder of any such refinanced debt, and all references to the Senior Loan Documents and Senior Lender will mean, respectively, the refinance loan documents and the holder of such refinanced debt. 9. Governmental Powers. Nothing in this Agreement is intended, nor will it be construed, to in any way limit the exercise by Subordinate Lender of the following with respect to Borrower or the Mortgaged Property to the same extent as if it were not a party to this Subordination Agreement — Governmental Entity Page 13 Agreement or the transactions contemplated by this Agreement: (i) exercising its governmental powers (including police, regulatory and taxing powers), 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 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. 10. Notices. (a) Any Notice required or permitted to be given pursuant to this Agreement will be in writing and will be deemed to have been duly and sufficiently given if (i) personally delivered with proof of delivery "(any Notice so delivered will be deemed to have been received at the time so delivered), or (ii) sent by a national overnight courier service (such as FedEx) designating earliest available delivery (any Notice so delivered will be deemed to have been received on the next Business Day following receipt by the courier), or (iii) sent by United States registered or certified mail, return receipt requested, postage prepaid, at a post office regularly maintained by the United States Postal Service (any Notice so sent will be deemed to have been received on the date of delivery as confirmed by the return receipt), addressed to the respective parties as follows: Notices intended for Senior Lender will be addressed to: Greystone Servicing Company LLC 419 Belle Air Lane Warrenton, Virginia 20186 Email: customercare@greyco.com greyco.com Telephone: (855) 464-7392 And to: Federal Home Loan Mortgage Corporation 8100 Jones Branch Drive, MS B4P McLean, VA 22102 Attention: Multifamily Operations Loan Accounting Email: mfla@freddiemac.com Telephone: (703) 714-4177 With a copy to: Federal Home Loan Mortgage Corporation 8200 Jones Branch Drive, MS 210 McLean, VA 22102 Subordination Agreement — Governmental Entity Page 14 Attention: Managing Associate General Counsel — Multifamily Legal Division Email: guy_nelsonefreddiemac.com Telephone: (703) 903-2000 Notices intended for Subordinate Lender will be addressed to: City of Miami Department of Community and Economic Development 444 Southwest 2nd Avenue, 2nd Floor Miami, Florida 33130 Attention: George Mensah, Director With a copy to: City Attorney City of Miami 444 S.W. 2nd Avenue Miami, Florida 33130-1910 Attn: Victoria Mendez (b) Any party, by Notice given pursuant to this Section 10, may change the person or persons and/or address or addresses, or designate an additional person or persons or an additional address or addresses, for its Notices, but Notice of a change of address will only be effective upon receipt. Neither party will refuse or reject delivery of any Notice given in accordance with this Section 10. 11. Miscellaneous Provisions. (a) Assignments/Successors. This Agreement will be binding upon and will inure to the benefit of the respective legal successors and permitted assigns of the parties to this Agreement. No other party will be entitled to any benefits under this Agreement, whether as a third -party beneficiary or otherwise. This Agreement may be assigned at any time by Senior Lender to any subsequent holder of the Senior Note. (b) No Partnership or Joint Venture. Nothing in this Agreement or in any of the Senior Loan Documents or Subordinate Loan Documents will be deemed to constitute Senior Lender as a joint venturer or partner of Subordinate Lender. (c) Further Assurances. Upon Notice from Senior Lender, Subordinate Lender will execute and deliver such additional instruments and documents, and will take such actions, as are required by Senior Lender to further evidence or implement the provisions and intent of this Agreement. Subordination Agreement — Governmental Entity Page 15 (d) Amendment. This Agreement may be amended, changed, modified, altered or terminated only by a written instrument signed by the parties to this Agreement or their successors or assigns. (e) Governing Law. This Agreement will be governed by the laws of the State in which the Land is located. (f) Severable Provisions. If any one or more of the provisions contained in this Agreement, or any application of any such provisions, is invalid, illegal, or unenforceable in any respect, the validity, legality, enforceability, and application of the remaining provisions contained in this Agreement will not in any way be affected or impaired. (g) Term. The term of this Agreement will commence on the date of this Agreement and will continue until the earliest to occur of the following events: (i) The payment of all the Senior Indebtedness; provided that this Agreement will be reinstated in the event any payment on account of the Senior Indebtedness is avoided, set aside, rescinded or repaid by Senior Lender. (ii) The payment of all the Subordinate Indebtedness other than by reason of payments which Subordinate Lender is obligated to remit to Senior Lender pursuant to this Agreement. (iii) The acquisition by Senior Lender or by a third -party purchaser of title to the Mortgaged Property pursuant to a foreclosure of, deed in lieu of foreclosure, or trustee's sale or other exercise of a power ofsale or similar disposition under the Senior Mortgage. (iv) With the prior written consent of Senior Lender, without limiting the provisions of Section 4(b)(iv), the acquisition by Subordinate Lender of title to the Mortgaged Property subject to the Senior Mortgage pursuant to a foreclosure, or a deed in lieu of foreclosure, of (or the exercise of a power of sale under) the Subordinate Mortgage. (h) Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. (i) (j) Entire Agreement. This Agreement represents the entire understanding and agreement between the parties regarding the matters addressed in this Agreement, and will supersede and cancel any prior agreements regarding such matters. Authority. Each person executing this Agreement on behalf of a party to this Agreement represents and warrants that such person is duly and validly authorized to do so on behalf of such party with full right and authority to execute Subordination Agreement — Governmental Entity Page 16 this Agreement and to bind such party with respect to all of its obligations under this Agreement. (k) No Waiver. No failure or delay on the part of any party to this -Agreement in exercising any right, power, or remedy under this Agreement will operate as a waiver of such right, power, or remedy, nor will any single or partial exercise of any such right, power or remedy preclude any other or further exercise of such right, power, or remedy or the exercise of any other right, power or remedy under this Agreement. (1) Remedies. Each party to this Agreement acknowledges that if any party fails to comply with its obligations under this Agreement, the other parties will have 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. Subordination Agreement — Governmental Entity Page 17 IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year first above written. WITNESSES: t:1 Nick Miller Print ' . Goin SENIOR LENDER: GREYSTONE SERVICING COMPANY LLC, a Delaware limited liability company By: Name: Carolyn Foster Title: Senior Closing Specialist ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of Texas County of Dallas On January 26, 2021 before me, DebtaBickems Walker (insert name and title of the officer), personally appeared Carolyn Foster , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of Texas that the foregoing paragraph is true and correct. WITNESS my hand and official seal. APava is DEBRA BICKEMS WALKER i3.°� Notary Public, State of Texas 4e Comm. Expires 03-05-2022 i„o„N0 Notary ID 128611153 (Affix Seal) Subordination Agreement — Governmental Entity Signature 1 WITNESSES: Print: Print: ATTEST: Y:_ ?--Th odd Hannon, Ci Date: 3 (a j r ao i STATE OF FLORIDA COUNTY OF MIAMI-DADE ) SUBORDINATE LENDER: CITY OF MIAMI, a municipal corporation of the State of Florida By: Name: Arthur Nega V Title: City Man APP : ED = " TO FORM AND CORRECTNESS: L53 ity Attorney The foregoing instrument was acknowled ed before me b means of p ysical p sence or online notari ation this day of h- acV) , 2021, by Lk% _ 1 a.�IJo(;.eo , as tf 4C4nc./ of the City of Miami, on behalf of the City. J Personally Known OR Produced Identification Type of Identification Produced: Print or 'tamp . ,B' SANDRAGIIBERT otary Public, State of Florida at Large :,: MY COMMISSION # GG 071732 Commission No.: P EXPIRES: April20, 2021 11My Commission Expires: •eo;;;; °••' Bonded Thru Notary Public Underwriters • Subordination Agreement — Governmental Entity Signature 2 CONSENT OF BORROWER Borrower acknowledges receipt of a copy of this Subordination Agreement, dated , by and between Greystone Servicing Company LLC and the City of Miami and consents to the agreement of the parties set forth in this Agreement. WITNESSES: LIBERTY SQUARE PHASE ONE, LLC, a Florida limited liability company Print: Dim\z Nam? -Uri e'>117 (-VP 4104-f-- Print: lir.NorWuj Pol3te%C-. STATE OF FLORIDA By: Liberty Square Phase One Manager, LLC a Florida limited liability company, Manager COUNTY OF MIAMI-DADE ) By: Name: Tony Del Pozzo Title: Vice President The foregoing instrument was acknowledged before me by means of [ jC 1 physical presence or r 1 online notarization this 24) day of pdApial , 2021, by Tony Del Pozzo, as Vice President of Liberty Square Phase One Manager, LLC, a Florida limited liability company, the Manager of Liberty Square Phase One, LLC, a Florida limited liability company, on behalf of the companies. Personally Known y OR Produced Identification Type of Identification Produced: me: to of Florida at Large at vz 8 zZZ- My Come ission Expires: "j 115 26 Subordination Agreement — Governmental Entity AURA OFELIA LEON Notary Public - State of Florida Commission # GG 228222 , ...... My Comm. Expires Jun 13, 2022 Bonded through National Notary Assn. Consent of Borrower EXHIBIT A LEGAL DESCRIPTION All of Block 5, LOW COST HOUSING PROJECT H-4602, according to the Plat thereof as recorded in Plat Book 34, Page 99, of the Public Records of Miami -Dade County, Florida. AND Block 6, LOW COST HOUSING PROJECT H-4602 , according to the Plat thereof as recorded in Plat Book 34, Page 99, of the Public Records of Miami -Dade County, Florida, LESS the West 10 feet, and less the external area of a 25 foot radius curve concave to the Southeast, having a central angle of 90°25'23" and an arc distance of 39.45 feet, said arc being tangent to the North line of said Block 6 and tangent to the East line of the West 10 feet of said Block 6, and less the external area of a 25 foot radius curve concave to the Northeast, having a central angle of 89°3 P15" and an arc distance of 39.06 feet, said arc being tangent to the South line of said Block 6 and tangent to the East line of the West 10 feet of said Block 6. LESS AND EXCEPT THEREFROM those lands set forth in that County Deed recorded April 24, 2018 by Miami -Dade County Florida in Official Records Book 30953, Page 440. Subordination Agreement — Governmental Entity Page A-1 CFN: 20210322449 BOOK 32493 PAGE 3260 DATE:05/07/2021 09:54:54 AM HARVEY RUVIN, CLERK OF COURT, MIA-DADE CTY Prepared by, and after recording return to: Katten Muchin Rosenman LLP 2900 K Street, NW North Tower — Suite 200 Washington, DC 20007 Attention: Michael P. Murphy, Esq. SUBORDINATION AGREEMENT GOVERNMENTAL ENTITY (Revised 6-15-2020) CFN: 20210322449 BOOK 32493 PAGE 3261 Freddie Mac Loan Number: 506970639 Property Name: Liberty Square Phase One (Supplemental) SUBORDINATION AGREEMENT GOVERNMENTAL ENTITY (Revised 6-15-2020) THIS SUBORDINATION AGREEMENT ("Agreement") is entered into this 30th day of April, 2021, by and between (i) GREYSTONE SERVICING COMPANY LLC, a limited liability company organized and existing under the laws of the State of Delaware ("Senior Lender"), and (ii) the CITY OF MIAMI, a municipal corporation of the State of Florida ("Subordinate Lender"). RECITALS A. Liberty Square Phase One, LLC, a limited liability company organized under the laws of the State of Florida ("Borrower"), is the owner of a leasehold interest in certain land located in Miami -Dade County, Florida, described in Exhibit A ("Land"). The Land is improved with a multifamily rental housing project ("Improvements"). B. Senior Lender has made or is making a loan to Borrower in the original principal amount of $2,730,000.00 ("Senior Loan") upon the terms and conditions of a Multifamily Loan and Security Agreement dated as of April 30, 2021 between Senior Lender and Borrower ("Senior Loan Agreement") in connection with the Mortgaged Property. The Senior Loan is secured by a Multifamily Leasehold Mortgage, Assignment of Rents and Security Agreement dated as of the date of the Senior Loan Agreement ("Senior Mortgage") encumbering the Land, the Improvements and related personal and other property described and defined in the Senior Mortgage as the "Mortgaged Property." C. Pursuant to a HOME Loan Agreement for Liberty Square Phase One dated as of December 12, 2017 between Subordinate Lender and Borrower ("Subordinate Loan Agreement"), Subordinate Lender has made or is making a loan to Borrower in the original principal amount of $2,000,000.00 ("Subordinate Loan"). The Subordinate Loan is or will be secured by a Leasehold Mortgage and Security Agreement for Liberty Square Phase One, LLC dated as of December 12, 2017 ("Subordinate Mortgage") encumbering all or a portion of the Mortgaged Property. D. The Senior Mortgage is or will be recorded in the official public records of Miami -Dade County, Florida ("Recording Office"). The Subordinate Mortgage is recorded in the Recording Office in Official Records Book 30791, Page 1558. Subordination Agreement — Governmental Entity Page 1 CFN: 20210322449 BOOK 32493 PAGE 3262 E. The execution and delivery of this Agreement is a condition of Senior Lender's making of the Senior Loan. AGREEMENT NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows: 1. Definitions. The following terms, when used in this Agreement (including, as appropriate, when used in the above recitals), will have the following meanings: The terms "Condemnation," "Imposition Deposits," "Impositions," "Leases," "Rents" and "Restoration," as well as any term used in this Agreement and not otherwise defined in this Agreement, will have the meanings given to those terms in the Senior Loan Agreement. "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. "Borrower" means all persons or entities identified as "Borrower" in the first Recital of this Agreement, together with their successors and assigns, and any other person or entity who acquires title to the Mortgaged Property after the date of this Agreement; provided that the term `Borrower" will not include Senior Lender if Senior Lender acquires title to the Mortgaged Property. "Casualty" means the occurrence of damage to or loss of all or any portion of the Mortgaged Property by fire or other casualty. "Enforcement Action" means any of the following actions taken by or at the direction of Subordinate Lender with regard to the Subordinate Indebtedness: 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, the taking of possession or control of any of the Mortgaged Property, the commencement of any suit or other legal, administrative, or arbitration proceeding based upon the Subordinate Note or any other of the Subordinate Loan Documents, the exercising of any banker's lien or rights of set-off or recoupment, or the exercise of any other remedial action against Borrower, any other party liable for any of the Subordinate Indebtedness or obligated under any of the Subordinate Loan Documents, or the Mortgaged Property; provided that "Enforcement Action" shall specifically not include Subordination Agreement — Governmental Entity Page 2 CFN: 20210322449 BOOK 32493 PAGE 3263 action taken by the Subordinate Lender in its capacity as a municipal corporation, taxing entity, municipal service provider or regulatory body. "Enforcement Action Notice" means a Notice given from Subordinate Lender to Senior Lender following one or more Subordinate Mortgage Default(s) and the expiration of any applicable notice or cure periods, setting forth in reasonable detail the Subordinate Mortgage Default(s) and the Enforcement Actions proposed to be taken by Subordinate Lender. "Lien" means any lien, encumbrance, estate or other interest, recorded against or secured by the Mortgaged Property. For avoidance of doubt, the definition of "Lien" herein shall specifically exclude (i) 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 taxing entity, municipal service provider or regulatory body. "Loss Proceeds" means all monies received or to be received under any insurance policy, from any condemning authority, or from any other source, as a result of any Condemnation or Casualty. "Notice" means all notices, requests, demands, consents, approvals or other communication pursuant to this Agreement provided in accordance with the provisions of Section 10. "Regulatory Agreement" means, collectively, (i) the Rent Regulatory Agreement for Liberty Square Phase One, LLC between Borrower and Subordinate Lender dated December 12, 2017 and recorded Official Records Book 30791, Page 1549 in the Recording Office of Miami -Dade County, Florida, and (ii) the Declaration of Restrictive Covenants for Liberty Square Phase One, LLC between Borrower and Subordinate Lender dated December 12, 2017 and recorded Official Records Book 30791, Page 1543 in the Recording Office of Miami -Dade County, Florida. "Senior Indebtedness" means the "Indebtedness" as defined in the Senior Loan Agreement. "Senior Lender" means the "Lender" as defined in the Senior Mortgage. When any other person or entity becomes the legal holder of the Senior Note, such other person or entity will automatically become Senior Lender. "Senior Loan Documents" means the "Loan Documents" as defined in the Senior Loan Agreement, as such documents may be amended. "Senior Mortgage Default" means any act, failure to act, event, condition, or occurrence which constitutes, or which with the giving of Notice or the passage of time, or both, would constitute, an "Event of Default" as defined in the Senior Loan Agreement. Subordination Agreement — Governmental Entity Page 3 CFN: 20210322449 BOOK 32493 PAGE 3264 "Senior Note" means the promissory note or other evidence of the Senior Indebtedness and any replacement of the Senior Note. "Subordinate Indebtedness" means all sums evidenced or secured or guaranteed by, or otherwise due and payable to Subordinate Lender pursuant to, the Subordinate Loan Documents. "Subordinate Lender" means the person or entity named as such in the first paragraph of this Agreement and any other person or entity who becomes the legal holder of the Subordinate Note after the date of this Agreement. "Subordinate Loan Documents" means the Subordinate Mortgage, the Subordinate Note, the Subordinate Loan Agreement, the Regulatory Agreement and all other documents at any time evidencing, securing, guaranteeing, or otherwise delivered in connection with the Subordinate Indebtedness, as such documents may be amended. "Subordinate Mortgage Default" means any act, failure to act, event, condition, or occurrence which allows (but for any contrary provision of this Agreement), Subordinate Lender to take an Enforcement Action. "Subordinate Note" means the promissory note or other evidence of the Subordinate Indebtedness and any replacement of the Subordinate Note. "Surplus Cash" means, with respect to any period, any revenues of Borrower remaining after paying, or setting aside funds for paying, all the following: (a) All sums due or currently required to be paid under the Senior Loan Documents, including any reserves and Imposition Deposits. (b) All reasonable operating expenses of the Mortgaged Property, including real estate taxes, insurance premiums, utilities, building maintenance, painting and repairs, management fees, payroll, administrative expenses, legal expenses and audit expenses (excluding any developer fees payable with respect to the Mortgaged Property). 2. Subordinate Lender's Representations and Warranties. (a) Subordinate Lender represents and warrants that each of the following is true as of the date of this Agreement: (i) Subordinate Lender is now the owner and holder of the Subordinate Loan Documents. (ii) No Subordinate Mortgage Default has occurred and is continuing. Subordination Agreement — Governmental Entity Page 4 CFN: 20210322449 BOOK 32493 PAGE 3265 (iii) The current unpaid principal balance of the Subordinate Indebtedness is $2,000,000.00. (iv) No scheduled payments under the Subordinate Note have been prepaid. (b) Without the prior written consent of Senior Lender, Subordinate Lender will not do any of the following: (i) Pledge, assign, transfer, convey, or sell any interest in the Subordinate Indebtedness or any of the Subordinate Loan Documents 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. (ii) Take any action which has the effect of increasing the Subordinate Indebtedness, except to cure a Senior Mortgage Default as contemplated under Section 5(a) of this Agreement. (iii) Accept any prepayment of the Subordinate Indebtedness. 3. Terms of Subordination. (a) Agreement to Subordinate. The Subordinate Indebtedness is and will at all times continue to be subject and subordinate in right of payment to the prior payment in full of the Senior Indebtedness. Each of the Subordinate Loan Documents is, and will at all times remain, subject and subordinate in all respects to the liens, terms, covenants, conditions, operations, and effects of each of the Senior Loan Documents. (b) (c) Subordination of Subrogation Rights. Subject to the provisions in Section 9 hereof, if Subordinate Lender, by indemnification, subrogation or otherwise, acquires any Lien on any of the Mortgaged Property, then that Lien will be fully subject and subordinate to the receipt by Senior Lender of payment in full of the Senior Indebtedness, and to the Senior Loan Documents, to the same extent as the Subordinate Indebtedness and the Subordinate Loan Documents are subordinate pursuant to this Agreement. Payments Before Senior Loan Default; Soft Subordinate Debt. Until the occurrence of a Senior Mortgage Default, Subordinate Lender will be entitled to retain for its own account all payments of the principal of and interest on the Subordinate Indebtedness pursuant to the Subordinate Loan Documents; provided that Subordinate Lender expressly agrees that it will not accept any such payment that is made more than 10 days in advance of its due date and provided further that Subordinate Lender will not accept any payment unless accompanied by a Subordination Agreement — Governmental Entity Page 5 CFN: 20210322449 BOOK 32493 PAGE 3266 written certification by Borrower that such payment does not exceeds 75% of then available Surplus Cash. Borrower acknowledges its responsibility under this section by way of its signed consent to this Agreement. (d) Payments After Senior Loan Default or Bankruptcy. (i) Immediately upon Subordinate Lender's receipt of Notice or actual knowledge of a Senior Mortgage Default, Subordinate Lender will not accept any payments of the Subordinate Indebtedness, and the provisions of Section 3(d) of this Agreement will apply. (ii) If Subordinate Lender receives any of the following, whether voluntarily or by action of law, after a Senior Mortgage Default of which Subordinate Lender has actual knowledge (or is deemed to have actual knowledge as provided in Section 4(c)) or has been given Notice, such will be received and held in trust for Senior Lender: (A) Any payment, property, or asset of any kind or in any form in connection with the Subordinate Indebtedness. (B) Any proceeds from any Enforcement Action. (C) Any payment, property, or asset in or in connection with any Bankruptcy Proceeding solely in respect of its position as the Subordinate Lender. (iii) Subordinate Lender will promptly remit, in kind and properly endorsed as necessary, all such payments, properties, and assets described in Section 3(d)(ii) to Senior Lender. Senior Lender will apply any payment, asset, or property so received from Subordinate Lender to the Senior Indebtedness in such order, amount (with respect to any asset or property other than immediately available funds), and manner as Senior Lender determines in its sole and absolute discretion. (e) Bankruptcy. Without the prior written consent of Senior Lender, Subordinate Lender will not commence, or join with any other creditor in commencing, any Bankruptcy Proceeding; provided, however, that if a bankruptcy proceeding is commenced then Subordinate Lender shall be permitted to respond and/or intervene in such proceedings without additional consent from such Senior Lender. In the event of a Bankruptcy Proceeding, Subordinate Lender will not vote affirmatively in favor of any plan of reorganization or liquidation unless Senior Lender has also voted affirmatively in favor of such plan. Subordination Agreement — Governmental Entity Page 6 CFN: 20210322449 BOOK 32493 PAGE 3267 4. Default Under Subordinate Loan Documents. (a) Notice of Subordinate Loan Default and Cure Rights. (b) (i) Subordinate Lender will deliver to Senior Lender a copy of each Notice delivered by Subordinate Lender pursuant to the Subordinate Loan Documents within 5 Business Days of sending such Notice to Borrower. Neither giving nor failing to give a Notice to Senior Lender pursuant to this Section 4(a) will affect the validity of any Notice given by Subordinate Lender to Borrower. (ii) For a period of 90 days following delivery to Senior Lender of an Enforcement Action Notice, Senior Lender will have the right, but not the obligation, to cure any Subordinate Mortgage Default. However, if such Subordinate Mortgage Default is a non -monetary default and is not capable of being cured within such 90-day period and Senior Lender has commenced and is diligently pursuing such cure to completion, Senior Lender will have such additional period of time as may be required to cure such Subordinate Mortgage Default or until such time, if ever, as Senior Lender takes either of the following actions: (A) Discontinues its pursuit of any cure. (B) Delivers to Subordinate Lender Senior Lender's written consent to the Enforcement Action described in the Enforcement Action Notice. (iii) Senior Lender will not be subrogated to the rights of Subordinate Lender under the Subordinate Loan Documents as a result of Senior Lender having cured any Subordinate Mortgage Default. (iv) Subordinate Lender acknowledges that all amounts advanced or expended by Senior Lender in accordance with the Senior Loan Documents or to cure a Subordinate Mortgage Default will be added to and become a part of the Senior Indebtedness and will be secured by the lien of the Senior Mortgage. Subordinate Lender's Exercise of Remedies After Notice to Senior Lender. (i) In the event of a Subordinate Mortgage Default, Subordinate Lender will not commence any Enforcement Action until 90 days after Subordinate Lender has delivered to Senior Lender an Enforcement Action Notice. During such 90-day period or such longer period as provided in Section 4(a), Subordinate Lender will be entitled to seek specific performance to enforce covenants and agreements of Borrower relating to income, rent, or affordability restrictions contained in the Regulatory Agreement, subject Subordination Agreement — GovernmentaI Entity Page 7 CFN: 20210322449 BOOK 32493 PAGE 3268 to Senior Lender's right to cure a Subordinate Mortgage Default set forth in Section 4(a). (ii) Subordinate Lender may not commence any other Enforcement Action, including any foreclosure action under the Subordinate Loan Documents, until the earlier of: (A) The expiration of such 90-day period or such longer period as provided in Section 4(a). (B) The delivery by Senior Lender to Subordinate Lender of Senior Lender's written consent to such Enforcement Action by Subordinate Lender. (iii) Subordinate Lender acknowledges that Senior Lender may grant or refuse consent to Subordinate Lender's Enforcement Action in Senior Lender's sole and absolute discretion. At the expiration of such 90-day period or such longer period as provided in Section 4(a) and, subject to Senior Lender's right to cure set forth in Section 4(a), Subordinate Lender may commence any Enforcement Action. (iv) Senior Lender may pursue all rights and remedies available to it under the Senior Loan Documents, at law, or in equity, regardless of any Enforcement Action Notice or Enforcement Action by Subordinate Lender. No action or failure to act on the part of Senior Lender in the event of a Subordinate Mortgage Default or commencement of an Enforcement Action will constitute a waiver on the part of Senior Lender of any provision of the Senior Loan Documents or this Agreement. (c) Cross Default. Subordinate Lender acknowledges that a Subordinate Mortgage Default constitutes a Senior Mortgage Default. Accordingly, upon the occurrence of a Subordinate Mortgage Default, Subordinate Lender will be deemed to have actual knowledge of a Senior Mortgage Default. If Subordinate Lender notifies Senior Lender in writing that any Subordinate Loan Default of which Senior Lender has received Notice has been cured or waived, as determined by Subordinate Lender in its sole discretion, then provided that Senior Lender has not conducted a sale of the Mortgaged Property pursuant to its rights under the Senior Loan Documents, any Senior Loan Default under the Senior Loan Documents arising solely from such Subordinate Loan Default will be deemed cured, and the Senior Loan will be reinstated. 5. Default Under Senior Loan Documents. (a) Notice of Senior Loan Default and Cure Rights. Subordination Agreement — Governmental Entity Page 8 CFN: 20210322449 BOOK 32493 PAGE 3269 (i) Senior Lender will deliver to Subordinate Lender a copy of any Notice sent by Senior Lender to Borrower of a Senior Mortgage Default within 5 Business Days of sending such Notice to Borrower. Failure of Senior Lender to send Notice to Subordinate Lender will not prevent the exercise of Senior Lender's rights and remedies under the Senior Loan Documents. (ii) Subordinate Lender will have the right, but not the obligation, to cure any monetary Senior Mortgage Default within 30 days following the date of such Notice. During such 30-day period Senior Lender will be entitled to continue to pursue its remedies under the Senior Loan Documents. (iii) Subordinate Lender may, within 90 days after the date of the Notice, cure a non -monetary Senior Mortgage Default if during such 90-day period, Subordinate Lender keeps current all payments required under the Senior Loan Documents. If such a non -monetary Senior Mortgage Default creates an unacceptable level of risk relative to the Mortgaged Property, or Senior Lender's secured position relative to the Mortgaged Property, as determined by Senior Lender in its sole discretion, then during such 90-day period Senior Lender may exercise all available rights and remedies to protect and preserve the Mortgaged Property and the Rents, revenues and other proceeds from the Mortgaged Property. (iv) All amounts paid by Subordinate Lender to Senior Lender to cure a Senior Mortgage Default will be deemed to have been advanced by Subordinate Lender pursuant to, and will be secured by the lien of, the Subordinate Mortgage. Notwithstanding anything in this Section 5(a) to the contrary, Subordinate Lender's right to cure any Senior Mortgage Default will terminate immediately upon the occurrence of any Bankruptcy Proceeding. (b) Release of Mortgaged Property. (i) Subordinate Lender consents to and authorizes any future release by Senior Lender of all or any portion of the Mortgaged Property from the lien, operation, and effect of the Senior Loan Documents. Subordinate Lender waives to the fullest extent permitted by law, all equitable or other rights it may have in connection with the release of all or any portion of the Mortgaged Property, including any right to require Senior Lender to do any of the following: (A) To conduct a separate sale of any portion of the Mortgaged Property. (B) To exhaust its remedies against all or any portion of the Mortgaged Property or any combination of portions of the Mortgaged Property or any other collateral for the Senior Indebtedness. Subordination Agreement — Governmental Entity Page 9 CFN: 20210322449 BOOK 32493 PAGE 3270 (C) To proceed against Borrower, any other party that may be liable for any of the Senior Indebtedness (including any general partner of Borrower if Borrower is a partnership), all or any portion of the Mortgaged Property or combination of portions of the Mortgaged Property or any other collateral, before proceeding against all or such portions or combination of portions of the Mortgaged Property as Senior Lender determines. For avoidance of doubt, no such release shall be effective to release the Mortgaged Property from the Subordinate Mortgage without the consent of the Subordinate Lender. (ii) Subordinate Lender consents to and authorizes, at the option of Senior Lender, the sale, either separately or together, of all or any portion of the Mortgaged . Property. Subordinate Lender acknowledges that without Notice to Subordinate Lender and without affecting any of the provisions of this Agreement, Senior Lender may do any of the following: (A) Extend the time for or waive any payment or performance under the Senior Loan Documents. (B) Modify or amend in any respect any provision of the Senior Loan Documents. (C) Modify, exchange, surrender, release; and otherwise deal with any additional collateral for the Senior Indebtedness. 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 Subordinate Loan Documents, Subordinate Note, or Subordinate Indebtedness, 6. Conflicts. If there is any conflict or inconsistency between the terms of the Subordinate Loan Documents and the terms of this Agreement, then the terms of this Agreement will control. Borrower acknowledges that the terms and provisions of this Agreement will not, and will not be deemed to do any of the following: (a) Extend Borrower's time to cure any Senior Loan Default or Subordinate Loan Default. (b) Give Borrower the right to receive notice of any Senior Loan Default or Subordinate Loan Default, other than that, if any, provided, respectively under the Senior Loan Documents of the Subordinate Loan Documents. (c) Create any other right or benefit for Borrower as against Senior Lender or Subordinate Lender. Subordination Agreement — Governmental Entity Page 10 CFN: 20210322449 BOOK 32493 PAGE 3271 7. Rights and Obligations of Subordinate Lender Under the Subordinate Loan Documents and of Senior Lender under the Senior Loan Documents. (a) Insurance. (i) All requirements pertaining to insurance under the Subordinate Loan Documents (including requirements relating to amounts and types of coverages, deductibles and special endorsements) will be deemed satisfied if Borrower complies with the insurance requirements under the Senior Loan Documents and of Senior Lender. (ii) All original policies of insurance required pursuant to the Senior Loan Documents will be held by Senior Lender. (iii) Nothing in this Section 7(a) will preclude Subordinate Lender from requiring that it be named as a mortgagee and loss payee, as its interest may appear, under all policies of property damage insurance maintained by Borrower with respect to the Mortgaged Property, provided such action does not affect the priority of payment of Loss Proceeds, or that Subordinate Lender be named as an additional insured under all policies of liability insurance maintained by Borrower with respect to the Mortgaged Property. (b) Condemnation or Casualty. In the event of a Condemnation or a Casualty, the following provisions will apply: (i) The rights of Subordinate Lender (under the Subordinate Loan Documents or otherwise) to participate in any proceeding or action relating to a Condemnation or a Casualty, or to participate or join in any settlement of, or to adjust, any claims resulting from a Condemnation or a Casualty, will be and remain subordinate in all respects to Senior Lender's rights under the Senior Loan Documents, and Subordinate Lender will be bound by any settlement or adjustment of a claim resulting from a Condemnation or a Casualty made by Senior Lender. (ii) All Loss Proceeds will be applied either to payment of the costs and expenses of Restoration or to payment on account of the Senior Indebtedness, as and in the manner determined by Senior Lender in its sole discretion; provided however, Senior Lender agrees to consult with Subordinate Lender in determining the application of Casualty proceeds. In the event of any disagreement between Senior Lender and Subordinate Lender over the application of Casualty proceeds, the decision of Senior Lender, in its sole discretion, will prevail. Subordination Agreement — Governmental Entity Page 11 CFN: 20210322449 BOOK 32493 PAGE 3272 (iii) If Senior Lender holds Loss Proceeds, or monitors the disbursement of Loss Proceeds, Subordinate Lender will not do so. Nothing contained in this Agreement will be deemed to require Senior Lender to act for or on behalf of Subordinate Lender in connection with any Restoration or to hold or monitor any Loss Proceeds in trust for or otherwise on behalf of Subordinate Lender, and all or any Loss Proceeds may be commingled with any funds of Senior Lender. (iv) If Senior Lender elects to apply Loss Proceeds to payment on account of the Senior Indebtedness, and if the application of such Loss Proceeds results in the payment in full of the entire Senior Indebtedness, any remaining Loss Proceeds held by Senior Lender will be paid to Subordinate Lender unless another party has asserted a claim to the remaining Loss Proceeds. (c) Modification of Subordinate Loan Documents. Subordinate Lender agrees that, until the principal of, interest on and all other amounts payable under the Senior Loan Documents have been paid in full, it will not, without the prior written consent of Senior Lender, increase the amount of the Subordinate Loan (other than in connection with a cure of a default under the Senior Mortgage as provided in Section 5(a)(iv) hereof), 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. If Subordinate Lender either (i) amends the Subordinate Loan Documents in the manner set forth above or (ii) assigns the Subordinate Loan without Senior Lender's consent except as provided in Section 2(b)(i), then such amendment or assignment will be void ab initio and of no effect whatsoever. (d) Modification of Senior Loan Documents. Senior Lender may amend, waive, postpone, extend, renew, replace, reduce or otherwise modify any provisions of the Senior Loan Documents without the necessity of obtaining the consent of or providing Notice to Subordinate Lender, and without affecting any of the provisions of this Agreement. Notwithstanding the foregoing, Senior Lender may not modify any provision of the Senior Loan Documents that increases the Senior Indebtedness, except for increases in the Senior Indebtedness that result from advances made by Senior Lender to protect the security or lien priority of Senior Lender under the Senior Loan Documents or to cure defaults under the Subordinate Loan Documents. (e) Commercial or Retail Leases. If requested, Subordinate Lender will enter into attornment and non -disturbance agreements with all tenants under commercial or retail Leases, if any, to whom Senior Lender hasgranted attomment and non - disturbance, on the same terms and conditions given by Senior Lender. Subordination Agreement — Governmental Entity Page 12 CFN: 20210322449 BOOK 32493 PAGE 3273 (f) (g) (h) Consent Rights. Whenever the Subordinate Loan Documents give Subordinate Lender approval or consent rights with respect to any matter, and a right of approval or consent for the same or substantially the same matter is also granted to Senior Lender pursuant to the Senior Loan Documents or otherwise, Subordinate Lender shall have fifteen (15) days in which to provide its consent or approval, which shall not be unreasonably withheld, conditioned or delayed. If Subordinate Lender has not provided its consent, approval, or denial within such fifteen (15) day period, Senior Lender's approval or consent or failure to approve or consent will be binding on Subordinate Lender. None of the other provisions of Section 7 are intended to be in any way in limitation of the provisions of this Section 7(f). Escrows. Except as provided in this Section 7(g), and regardless of any contrary provision in the Subordinate Loan Documents, Subordinate Lender will not collect any escrows for any cost or expense related to the Mortgaged Property or for any portion of the Subordinate Indebtedness. However, if Senior Lender is not collecting escrow payments for one or more Impositions, Subordinate Lender may collect escrow payments for such Impositions; provided that all payments so collected by Subordinate Lender will be held in trust by Subordinate Lender to be applied only to the payment of such Impositions. Certification. Within 10 business days after request by Senior Lender, Subordinate Lender will furnish Senior Lender with a statement, duly acknowledged and certified setting forth the then -current amount and terms of the Subordinate Indebtedness, confirming that there exists no default or, to the best of Subordinate 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 Subordinate Lender under the Subordinate Loan Documents (or describing any known default that does exist), and certifying to such other information with respect to the Subordinate Indebtedness as Senior Lender may request. 8. Refinancing. Subordinate Lender agrees that its agreement to subordinate under this Agreement will extend to any new mortgage debt which is for the purpose of refinancing all or any part of the Senior Indebtedness (including reasonable and necessary costs associated with the . closing and/or the refinancing, and any reasonable increase in proceeds for rehabilitation in the context of a preservation transaction, provide, however, that the term of such refinancing will not extend more than 30 years past the date of this Agreement). All terms and covenants of this Agreement will inure to the benefit of any holder of any such refinanced debt, and all references to the Senior Loan Documents and Senior Lender will mean, respectively, the refinance loan documents and the holder of such refinanced debt. 9. Governmental Powers. Nothing in this Agreement is intended, nor will it be construed, to in any way limit the exercise by Subordinate Lender of the following with respect to Borrower or the Mortgaged Property to the same extent as if it were not a party to this Subordination Agreement — Governmental Entity Page 13 CFN: 20210322449 BOOK 32493 PAGE 3274 Agreement or the transactions contemplated by this Agreement: (i) exercising its governmental powers (including police, regulatory and taxing powers), 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 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. 10. Notices. (a) Any Notice required or permitted to be given pursuant to this Agreement will be in writing and will be deemed to have been duly and sufficiently given if (i) personally delivered with proof of delivery (any Notice so delivered will be deemed to have been received at the time so delivered), or (ii) sent by a national overnight courier service (such as FedEx) designating earliest available delivery (any Notice so delivered will be deemed to have been received on the next Business Day following receipt by the courier), or (iii) sent by United States registered or certified mail, return receipt requested, postage prepaid, at a post office regularly maintained by the United States Postal Service (any Notice so sent will be deemed to have been received on the date of delivery as confirmed by the return receipt), addressed to the respective parties as follows: Notices intended for Senior Lender will be addressed to: Greystone Servicing Company LLC 419 Belle Air Lane Warrenton, Virginia 20186 Email: customercare@greyco.com Telephone: (855) 464-7392 And to: Federal Home Loan Mortgage Corporation 8100 Jones Branch Drive, MS B4P McLean, VA 22102 Attention: Multifamily Operations Loan Accounting Email: mfla@freddiem.ac.com Telephone: (703) 714-4177 With a copy to: Federal Home Loan Mortgage Corporation 8200 Jones Branch Drive, MS 210 McLean, VA 22102 Subordination Agreement — Governmental Entity Page 14 CFN: 20210322449 BOOK 32493 PAGE 3275 Attention: Managing Associate General Counsel — Multifamily Legal Division Email: guv nelson@freddiemac.com Telephone: (703) 903-2000 Notices intended for Subordinate Lender will be addressed to: City of Miami Department of Community and Economic Development 444 Southwest 2nd Avenue, 2nd Floor Miami, Florida 33130 Attention: George Mensah, Director With a copy to: City Attorney City of Miami 444 S.W. 2nd Avenue Miami, Florida 33130-1910 Attn: Victoria Mendez (b) Any party, by Notice given pursuant to this Section 10, may change the person or persons and/or address or addresses, or designate an additional person or persons or an additional address or addresses, for its Notices, but Notice of a change of address will only be effective upon receipt. Neither party will refuse or reject delivery of any Notice given in accordance with this Section 10. 11. Miscellaneous Provisions. (a) Assignments/Successors. This Agreement will be binding upon and will inure to the benefit of the respective legal successors and permitted assigns of the parties to this Agreement. No other party will be entitled to any benefits under this Agreement, whether as a third -party beneficiary or otherwise. This Agreement may be assigned at any time by Senior Lender to any subsequent holder of the Senior Note. (b) No Partnership or Joint Venture. Nothing in this Agreement or in any of the Senior Loan Documents or Subordinate Loan Documents will be deemed to constitute Senior Lender as a joint venturer or partner of Subordinate Lender. (c) Further Assurances. Upon Notice from Senior Lender, Subordinate Lender will execute and deliver such additional instruments and documents, and will take such actions, as are required by Senior Lender to further evidence or implement the provisions and intent of this Agreement. Subordination Agreement — Governmental Entity Page 15 CFN: 2021032244g BOOK 32493 PAGE 3276 (d) Amendment. This Agreement may be amended, changed, modified, altered or terminated only by a written instrument signed by the parties to this Agreement or their successors or assigns. (e) Governing Law. This Agreement will be governed by the laws of the State in which the Land is located. (f) Severable Provisions. If any one or more of the provisions contained in this Agreement, or any application of any such provisions, is invalid, illegal, or unenforceable in any respect, the validity, legality, enforceability, and application of the remaining provisions contained in this Agreement will not in any way be affected or impaired. (g) Term. The term of this Agreement will commence on the date of this Agreement and will continue until the earliest to occur of the following events: The payment of all the Senior Indebtedness; provided that this Agreement will be reinstated in the event any payment on account of the Senior Indebtedness is avoided, set aside, rescinded or repaid by Senior Lender. The payment of all the Subordinate Indebtedness other than by reason of payments which Subordinate Lender is obligated to remit to Senior Lender pursuant to this Agreement. The acquisition by Senior Lender or by a third -party purchaser of title to the Mortgaged Property pursuant to a foreclosure of, deed in lieu of foreclosure, or trustee'p sale or other exercise of a power of sale or similar disposition under the Senior Mortgage. (iv) With the prior written consent of Senior Lender, without limiting the provisions of Section 4(b)(iv), the acquisition by Subordinate Lender of title to the. Mortgaged Property subject to the Senior Mortgage pursuant to a foreclosure, or a deed in lieu of foreclosure, of (or the exercise of a power of sale under) the Subordinate Mortgage. (h) Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. (i) Entire Agreement. This Agreement represents the entire understanding and agreement between the parties regarding the matters addressed in this Agreement, and will supersede and cancel any prior agreements regarding such matters. (j) Authority. Each person executing this Agreement on behalf of a party to this Agreement represents and warrants that such person is duly and validly authorized to do so on behalf of such party with full right and authority to execute Subordination Agreement — Governmental Entity Page 16 CFN: 20210322449 BOOK 32493 PAGE 3277 this Agreement and to bind such party with respect to all of its obligations under this Agreement. (k) No Waiver. No failure or delay on the part of any party to this Agreement in exercising any right, power, or remedy under this Agreement will operate as a waiver of such right, power, or remedy, nor will any single or partial exercise of any such right, power or remedy preclude any other or further exercise of such right, power, or remedy or the exercise of any other right, power or remedy under this Agreement. (1) Remedies. Each party to this Agreement acknowledges that if any party fails to comply with its obligations under this Agreement, the other parties will have 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. Subordination Agreement — Governmental Entity Page 17 CFN: 20210322449 BOOK 32493 PAGE 3278 IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year first above written. WITNESSES: /71 /6417 Print: Nick Miller Print: 1 rf. Tri Going SENIOR LENDER: GREYSTONE SERVICING COMPANY LLC, a Delaware limited liability company By:( Name: Name: Carolyn Foster Title: Senior Closing Specialist ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of Texas County of Dallas On January 26, 2021 before me, DebraBickems Walker (insert name and title of the officer), personally appeared Carolyn Foster , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of Texas that the foregoing paragraph is true and correct. WITNESS my hand and official seal. DEBRA BICKEMS WALKER Notary Public, State of Texas ,ft. • COT M . Expires 03-05-2022 Notary ID 128611153 (Affix Seal) Subordination Agreement — Governmental Entity Signature 1 CFN: 20210322449 BOOK 32493 PAGE 3279 SUBORDINATE LENDER: CITY OF MIAMI, a municipal corporation of the State of Flori By: Name: Arthur Nor ga V Title: City Manage APPRON D A. 0 FORM AND CORRECTNESS: ATTEST: Todd Hannon, Ckty --Ierk Date: STATE OF FLORIDA COUNTY OF MIAMI-DADE e, The foregoing instrument was acknowledged before me y means of r physical pwsencor r 1 online notarization this day of , 2021, by Ar3r Q04e?A , as tikt Oa\ at, of the City of Miami, on behalf of the City. Personally Known OR Produced Identification Type of Identification Produced: SANDRA GILBERT MY COMMISSION # GG 071732 EXPIRES:April 20, 2021 Bodod Ihni Notary Public Unclormiters Pri • tam Na Notary Public, State of Florida at Large Commission No.: My Commission Expires: Subordination Agreement — Governmental Entity Signature 2 CFN: 20210322449 BOOK 32493 PAGE 3280 CONSENT OF BORROWER Borrower acknowledges receipt of a copy of this Subordination Agreement, dated pc 1, by and between Greystone Servicing Company LLC and the City of Miami and consents to the agreement of the parties set forth in this Agreement. WITNESSES: Print: ajCuk 142ct1 fyZ Print: \ i dwo-I'ht j 9oidagfC.. STATE OF FLORIDA LIBERTY SQUARE PHASE ONE, LLC, a Florida limited liability company By: Liberty Square Phase One Manager, LLC a Florida limited liability company, Manager COUNTY OF MIAMI-DADE By: 91-Ril Name: Tony Del Pozzo Title: Vice President The foregoing instrument was acknowledged before me b means of F ] physical presence or r ] online notarization this L day of P14041 , 2021, by Tony Del Pozzo, as Vice President of Liberty Square Phase One Manager, LLC, a Florida limited liability company, the Manager of Liberty Square Phase One, LLC, a Florida limited liability company, on behalf of the companies. Personally Known OR Produced Identification Type of Identification Produced: Com.0 ssa: a_ My Comi me: ::'" AURA 01'ELIA LE01d fission Expires Op p flzo Bond Subordination Agreement — Governmental Entity te '+ Notary Public - State of Florida e of Floridt Large ��1;�; �, •. Commission # GG 228222 My Comm. Expires Jun 13, 2022 ed through National Notary Assn, Consent of Borrower CFN: 20210322449 BOOK 32493 PAGE 3281 EXHIBIT A LEGAL DESCRIPTION All of Block 5, LOW COST HOUSING PROJECT H-4602, according to the Plat thereof as recorded in Plat Book 34, Page 99, of the Public Records of Miami -Dade County, Florida. AND Block 6, LOW COST HOUSING PROJECT H-4602 , according to the Plat thereof as recorded in Plat Book 34, Page 99, of the Public Records of Miami -Dade County, Florida, LESS the West 10 feet, and less the external area of a 25 foot radius curve concave to the Southeast, having a central angle of 90°25'23" and an arc distance of 39.45 feet, said arc being tangent to the North line of said Block 6 and tangent to the East line of the West 10 feet of said Block 6, and less the external area of a 25 foot radius curve concave to the Northeast, having a central angle of 89°31'15" and an arc distance of 39.06 feet, said arc being tangent to the South line of said Block 6 and tangent to the East line of the West 10 feet of said Block 6. LESS AND EXCEPT THEREFROM those lands set forth in that County Deed recorded April 24, 2018 by Miami -Dade County Florida in Official Records Book 30953, Page 440. Subordination Agreement — Governmental Entity Page A-1