HomeMy WebLinkAbout26225AGREEMENT INFORMATION
AGREEMENT NUMBER
26225
NAME/TYPE OF AGREEMENT
CBRE CAPITAL MARKETS, LLC
DESCRIPTION
SUBORDINATION AGREEMENT GOVERNMENTAL
ENTITY/LAFAYETTE PLAZA/MATTER ID: 26-735/#52
EFFECTIVE DATE
ATTESTED BY
TODD B. HANNON
ATTESTED DATE
7/28/2026
DATE RECEIVED FROM ISSUING
DEPT.
7/29/2026
NOTE
DOCUSIGN AGREEMENT BY EMAIL
Prepared by, and after recording
return to:
Jeremy M. McLean, Esquire
Troutman Pepper Locke LLP
P.O. Box 1122
Richmond, VA 23218
SUBORDINATION AGREEMENT
GOVERNMENTAL ENTITY
(Revised 2-25-2025)
Freddie Mac Loan Number: 511946236
Property Name: Lafayette Plaza
SUBORDINATION AGREEMENT
GOVERNMENTAL ENTITY
(Revised 2-25-2025)
THIS SUBORDINATION AGREEMENT ("Agreement") is entered into this _ day of July,
2026, by and between (i) CBRE CAPITAL MARKETS, INC., a corporation organized and
existing under the laws of the State of Texas ("Senior Lender") and (ii) CITY OF MIAMI, a
municipal corporation of the State of Florida ("Subordinate Lender").
RECITALS
A. GH Lafayette Plaza, L.P., a limited partnership organized under the laws of the State of
Delaware ("Borrower") is the owner of certain land located in Miami -Dade County,
Florida, described in Exhibit A ("Land"). The Land is improved with a multifamily rental
housing project ("Improvements").
B. Senior Lender has made or is making a loan to Borrower in the original principal amount
of $18,900,000.00 ("Senior Loan") upon the terms and conditions of a Multifamily Loan
and Security Agreement dated as of July , 2026 between Senior Lender and Borrower
("Senior Loan Agreement") in connection with the Mortgaged Property. The Senior Loan
is secured by a Multifamily 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."
Pursuant to a Construction Loan Agreement dated of as June 5, 2009 (the "Subordinate
-Loan Agreement") between Subordinate Lender and Lafayette Square II, LTD. ("Prior
Owner"), Subordinate Lender has made a loan to Prior Owner in the original principal
:amount of $1,166,507.00 (the "Subordinate Loan"). The Subordinate Loan is secured by
Lan Amended and Restated Mortgage and Security Agreement dated as of June 5, 2009, as
affected by that certain Collateral Assignment of Mortgage and Other Loan Documents
dated as of June 5, 2009 as affected by the Assignment and Assumption, and Global
Modification of Mortgage, Regulatory Agreements and Other Loan Documents dated as of
the date hereof and to be recorded in the Recording Office ("Subordinate Mortgage")
encumbering all or a portion of the Mortgaged Property. Borrower assumed the
Subordinate Loan pursuant to the Assignment and Assumption Agreement.
D. The Senior Mortgage will be recorded in the land records of Miami -Dade County, Florida
("Recording Office"). The Subordinate Mortgage is recorded in the Recording Office at
Subordination Agreement — Governmental Entity Page 1
Book 27012, Page 1550, as affected by that certain Collateral Assignment of Mortgage and
Other Loan Documents recorded in the Recording Office as Book 27012, Page 1600.
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 are
acknowledged, the parties agree as follows:
1. Definitions. The following terms, when used in this Agreement (including, as appropriate,
when used in the above recitals), will have the following meanings:
The terms "Condemnation," "Imposition Reserve Deposits," "Impositions," "Leases,"
"Rents" and "Restoration," as well as any term used in this Agreement and not otherwise
defined in this Agreement, will have the meanings given to those terms in the 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: 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
Subordination Agreement — Governmental Entity Page 2
the Subordinate Indebtedness or obligated under any of the Subordinate Loan Documents,
or the Mortgaged Property.
"Enforcement Action Notice" means a Notice given from Subordinate Lender to Senior
Lender 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.
"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 individually and together, (i) the Declaration of
Restrictive Covenants dated June 5, 2009 and recorded in the Recording Office at Official
Records Book 27012, Page 1569 and (ii) the Rent Regulatory Agreement dated June 5,
2009 and recorded in the Recording Office at Official Records Book 27012, Page 1575.
"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.
"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.
Subordination Agreement — Governmental Entity Page 3
"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 documentsat
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 Reserve 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.
(iii) The current unpaid principal balance of the Subordinate Indebtedness is
$1,166,507.00.
(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:
Subordination Agreement — Governmental Entity Page 4
(i) Pledge, assign, transfer, convey, or sell any interest in the Subordinate
Indebtedness or any of the Subordinate Loan Documents.
(ii) Take any action which has the effect of increasing the Subordinate
Indebtedness, except to cure a Senior Mortgage Default as contemplated
under Section 5(a) of this Agreement.
(iii) Accept any prepayment of the Subordinate Indebtedness.
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. 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 Mortgage 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 provided further that
Subordinate Lender will not accept any payment in an amount that exceeds 75% of
then available Surplus Cash.
(d) Payments After Senior Mortgage 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
this Section 3(d) 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:
Subordination Agreement — Governmental Entity Page 5
(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.
(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. In the event of a Bankruptcy Proceeding, Subordinate
Lender will not vote affirmatively in favor of any plan of reorganization or
liquidation unless Senior Lender has also voted affirmatively in favor of such plan.
4. Default Under Subordinate Loan Documents.
(a) Notice of Subordinate Mortgage 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.
Subordination Agreement — Governmental Entity Page 6
(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 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
Subordination Agreement — Governmental Entity Page 7
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 Mortgage 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 Mortgage Default under the Senior Loan Documents
arising solely from such Subordinate Mortgage Default will be deemed cured, and
the Senior Loan will be reinstated.
5. Default Under Senior Loan Documents.
(a) Notice of Senior Mortgage Default and Cure Rights.
(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
Subordination Agreement — Governmental Entity Page 8
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.
(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.
(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.
(c) Termination Upon Foreclosure. The lien of the Subordinate Loan Documents will
automatically terminate upon the acquisition by Senior Lender or by a third -party
purchaser of title to the Mortgaged Property pursuant to a foreclosure of, deed in
Subordination Agreement — Governmental Entity Page 9
lieu of foreclosure, or trustee's sale or other exercise of a power of sale or similar
disposition under the Senior Mortgage.
6. Conflicts. If there is any conflict or inconsistency between the terms of the Subordinate
Loan Documents and the terms of this Agreement, then the terms of this Agreement will
control. Borrower acknowledges that the terms and provisions of this Agreement will not,
and will not be deemed to do any of the following:
(a) Extend Borrower's time to cure any Senior Mortgage Default or Subordinate
Mortgage Default.
(b) Give Borrower the right to receive notice of any Senior Mortgage Default or
Subordinate Mortgage Default, other than that, if any, provided, respectively under
the Senior Loan Documents or the Subordinate Loan Documents.
(c) Create any other right or benefit for Borrower as against Senior Lender or
Subordinate Lender.
7. Rights and Obligations of Subordinate Lender Under the Subordinate Loan
Documents and of Senior Lender under the Senior Loan Documents.
(a) Insurance.
(i)
All requirements pertaining to insurance under the Subordinate Loan
Documents (including requirements relating to amounts and types of
coverages, deductibles and special endorsements) will be deemed satisfied
if Borrower complies with the insurance requirements under the Senior
Loan Documents and of Senior Lender.
(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
Subordination Agreement — Governmental Entity Page 10
(c)
Condemnation or a Casualty,, onto 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.
(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.
Modification of Subordinate Loan Documents. Subordinate Lender agrees that,
until the principal of, interest on and all other amounts payable under the Senior
Loan Documents have been paid in full, it will not, without the prior written consent
of Senior Lender, increase the amount of the Subordinate Loan, increase the
required payments due under the Subordinate Loan, decrease the term of the
Subordinate Loan, increase the interest rate on the Subordinate Loan, or otherwise
amend the Subordinate Loan terms in a manner that creates an adverse effect upon
Senior Lender under the Senior Loan Documents. If Subordinate Lender either (i)
amends the Subordinate Loan Documents in the manner set forth above or (ii)
assigns the Subordinate Loan without Senior Lender's consent, then such
amendment or assignment will be void ab initio and of no effect whatsoever.
(d) Modification of Senior Loan Documents. Senior Lender may amend, waive,
postpone, extend, renew, replace, reduce or otherwise modify any provisions of the
Senior Loan Documents without the necessity of obtaining the consent of or
providing Notice to Subordinate Lender, and without affecting any of the
Subordination Agreement — Governmental Entity Page 11
(e)
(f)
(g)
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.
Commercial or Retail Leases. If requested, Subordinate Lender will enter into
attorninent 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.
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, 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.
(h) Certification. Within 10 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 under the Subordinate Loan Documents (or
describing any default that does exist), and certifying to such other information with
respect to the Subordinate Indebtedness as Senior Lender may request.
8. 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). 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.
Subordination Agreement — Governmental Entity Page 12
9. Governmental Powers. Nothing in this Agreement is intended, nor will it be construed,
to in any way limit the exercise by Subordinate Lender of its governmental powers
(including police, regulatory and taxing powers) with respect to Borrower or the Mortgaged
Property to the same extent as if it were not a party to this Agreement or the transactions
contemplated by this Agreement.
10. Notices.
(a) Any Notice required or permitted to be given pursuant to this Agreement will be in
writing and will be deemed to have been duly and sufficiently given if (i) personally
delivered with proof of delivery (any Notice so delivered will be deemed to have
been received at the time so delivered), or (ii) sent by a national overnight courier
service (such as FedEx) designating earliest available delivery (any Notice so
delivered will be deemed to have been received on the next Business Day following
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:
CBRE Capital Markets, Inc.
c/o CBRE Loan Services, Inc.
15377 Memorial Drive, Suite 400
Houston, Texas 77079
Attention: Chief Legal Officer
Notices intended for Subordinate Lender will be addressed to:
City of Miami
444 S.W. 2nd Avenue, Suite 200
Miami, Florida 33130
(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. Reserved.
12. 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. Without prior notice to or the consent of the Subordinate Lender
Subordination Agreement — Governmental Entity Page 13
or the Borrower, the Senior Lender may freely transfer or assign the Senior Loan
and the Senior Loan Documents, including this Agreement, in whole or in part, and
the Subordinate Lender acknowledges and agrees that any future legal holder of the
Senior Note will automatically be a legal successor and permitted assignee of
Senior Lender hereunder, without the necessity of any further action or instrument.
No other party will be entitled to any benefits under this Agreement, whether as a
third -party beneficiary or otherwise.
(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.
(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 of sale or similar
disposition under the Senior Mortgage.
Subordination Agreement — Governmental Entity Page 14
(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,
andwill supersede and cancel any prior agreements regarding such matters.
(j) Authority. Each person executing this Agreement on behalf of a party to this
Agreement represents and warrants that such person is duly and validly authorized
to do so on behalf of such party with full right and authority to execute this
Agreement and to bind such party with respect to all of its obligations under this
Agreement.
(k) No Waiver. No failure or delay on the part of any party to this Agreement in
exercising any right, power, or remedy under this Agreement will operate as a
waiver of such right, power, or remedy, nor will any single or partial exercise of
any such right, power or remedy preclude any other or further 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.
13. Attached Riders. The following Riders are attached to this Agreement: NONE.
14. Attached Exhibits. The following Exhibits, if marked with an "X" in the space provided,
are attached to this Agreement:
!XI Exhibit A Description of the Land (required)
IExhibit B Ground Lease Description (if applicable)
[SIGNATURE AND ACKNOWLEDGMENT PAGES FOLLOW]
Subordination Agreement — Governmental Entity Page 15
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year
first above written.
Witness Signature: jitL(ii
Printed Name: tkre2.
Address: IS311 Mrmonal Dr•
City, State, Zip:/WWI Ty 11679
Witness Signature:
Printed Name: O0 \ek ! , 114�
Address: t6-377 Mamma QY•
City, State, Zip: Nuu3kah TO2tI.
SENIOR LENDER:
CBRE CAPITAL MARKETS, INC., a Texas
corporation
By:
Name:
Title:
Kindel! Meyer
Assistant Vice Preside
STATE OF'Te,C,S
CITY/COUNTY OF tkm S , ss:
I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the
state aforesaid and in the county aforesaid to take acic,powledgments, by means of lig physical
presence or ❑ online notarization, personally appeared , Nic,e r , to me known
to be the person described in and who executed the foregoihg instrument as the
frJP of CBRE Capital Markets, Inc., a Texas corporation, and
acknowledged to me that he/she as such officer, being authorized to do so, executed the foregoing
instrument for the purposes therein contained in the name of such corporation by himself/herself Aski?
Witness my hand and official seal in the county and state aforesaid, this 15. day of
2026.
otary Public
My Commission Expires: MaN Za. ?CSC)
Subordination Agreement— Governmental Entity
Page S-1
Witness Signature:
Printed Name:
Address: p
City, State, Zip:
Witness Si , n. re:
Printed Name: ' '►�! �. ►'.
Address: ? 5
1 City, State, Zip:1\k( cmAdla 33 (3i
SUBORDINATE LENDER:
CITY OF MIAMI, a municipal corporation of the
State of Florida
By:
Name:
Title:
STATE OF nDr: A cc__
CITY/COUNTY OFn%il auvt � ss:
I HEREBY CERTIFY that on this day, before me, an officer duly authori ed in the
state aforesaid and in the county aforesaid to take acknovjLledgments, by means o U'physical
presence or ❑ online notarization, personally appeared ` avvteS '� - S , tk me known
to be the person described in and who executed the foregoing instrument as the
Out b Main of el to iamui_
a
hl1oni Gi I }- , and acknowledged me that he/she as such officer, being
authorized to do to, exedited the foregoing instrument for the purposes therein contained in the name
of such by himself/herself as
Witness my hand and official seal in the county and state aforesaid, this day of
, 2026.
I,PV
OFELIA E. GONZALEZ
r :•= MY COMMISSION # HH 408741
�Fod6CoPr EXPIRES: August 2, 2027
My Commission Expires:
a If+
Subordination Agreement — Governmental Entity
Page S-2
CONSENT OF BORROWER
Borrower acknowledges receipt of a copy of this Subordination Agreement, dated July _, 2026,
by and between CBRE CAPITAL MARKETS, INC.; a Texas corporation and CITY OF
MIAMI and consents to the agreement of the parties set forth in this Agreement.
Witness Bisnabure:
Printed Name:
Address: 'D /per f9/,e
City, State, Zip: .4/4.
GH LAFAYETTE PLAZA, L.P., a Delaware
limited partnership
By: GH Lafayette Plaza GP, L.L.C., a Delaware
4/Y, 7924- limited liability company, its general partner
Witnztu
Printed Name: pt-f.0
Address: y0 /U3/( .mac
City, State, Zip: 6; 4/ /✓Y,/ »'
By:
Michael Utz
Authorized Signatory
STATE OF JQ ?ark
CITY/COUNTY OF jk) lot , ss:
I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the
state aforesaid and in the county aforesaid to take acknowledgments, by means of ix physical
presence or ❑ online notarization, personally appeared Michael Utz, to me known to be the,person
described in and who executed the foregoing instrument as the Authorized Signatory of GH Lafayette
Plaza GP, L.L.C., a Delaware limited liability company, general partner of GH Lafayette Plaza, L.P.,
a Delaware limited partnership, and acknowledged to me that he/she as such officer of the general
partner, being authorized to do so, executed the foregoing instrument for the purposes therein
contained in the name of such limited partnership by himself/herself as Authorized Signatory of the
general partner.
•, J\ Witness hand and official seal in the county and state aforesaid, this 10 day of
) , 20
My Commission Expires: 10
Notary Public
`��� Pa�'�Y A AN ,
� � STATE N.
/ OF NEW YORK -\
NOTAR�
1 Qualifiedfn NN / �2f01MI0043192
• yb�pS
`
/// /ON EXpsS`
-liIIII9\
Page S-3Subordination Agreement — Governmental Entity
EXHIBIT A
LEGAL DESCRIPTION
Lafayette Plaza
Parcel I (Fee Parcel):
Tract B of LAFAYETTE SQUARE, according to the Plat thereof, as recorded in Plat Book 165,
Page 2, of the Public Records of Miami -Dade County, Florida. AND
Parcel II (Easement Parcel):
TOGETHER WITH the following easements pursuant to that certain Declaration of Restrictive
Covenants and Easements between Lafayette Square, Ltd. and Lafayette Square II, Ltd., recorded
in Official Records Book 24974, Page 3463, of the Public Records of Miami -Dade County,
Florida, over, under, and across the following described property:
Parking Garage Easement Area:
A portion of Tract "A", LAFAYETTE SQUARE, according to the Plat thereof, 'as recorded in Plat
Book 165, Page 2, of the Public Records of Miami -Dade County, Florida, being more particularly
described as follows: Commence at the Northeast corner of said Tract "A"; thence run South 00°
00' 11" West for 92.03 feet; thence South 89° 51' 22" East for 36.00 feet; thence South 00° 00'11"
West for 65.67 feet (last mentioned three courses being coincident with the boundaries of said
Tract "A"); thence North 89° 51' 40" West, being a portion of the Southerly boundary of said Tract
"A" and its Westerly prolongation, for 120.85 feet; thence North for 18.08 feet; thence West, at
right angles to the last and next mentioned courses, for 21.67 feet; thence North for 37.67 feet;
thence West at right angles to the last and next mentioned courses for 12.83 feet; thence South for
6.08 feet; thence West, at right angles to the last and next mentioned courses, for 49.00 feet; thence
North for 6.08 feet; thence West, at right angles to the last and next mentioned courses for 7.92
feet; thence South for 9.76 feet to the Point of Beginning of the following described parcel; thence
East, at right angles to the last and next mentioned courses for 5.25 feet; thence South for 106.94
feet; thence North 89° 51' 40" West, along portion of a Southerly boundary of said Tract "A", for
123.03 feet; thence North 00° 00' 25" East, along a Westerly boundary of said Tract "A", for 126.85
feet; thence South 89° 51' 22" East, along a boundary of said Tract "A" and its Easterly
prolongation, for 109.42 feet; thence South, for 19.94 feet; thence East, at right angles to the last
mentioned course, for 8.33 feet to the Point of Beginning.
Access Road Easement Area:
A portion of Tract "A", LAFAYETTE SQUARE, according to the Plat thereof, as recorded in Plat
Book 165, Page 2, of the Public Records of Miami -Dade County, Florida, being more particularly
described as follows: Begin at the Northeast corner of said Tract "A"; thence run South 00° 00'
11" West, for 92.03 feet; thence South 89° 51' 22" East, for 36.00 feet; thence South 00° 00' 11"
West for 65.67 feet; thence North 89° 51' 40" West, for 83.05 feet (last mentioned four courses
being coincident with the boundaries of said Tract "A"); thence due North, for 66.57 feet; thence
West at right angles to the last and next mentioned courses, for 6.89 feet; thence North for 56.01
feet; thence West, at right angles to the last and next mentioned courses for 128.08 feet; thence
South, for 39.24 feet; thence West, at right angles to the last and next mentioned courses, for 2.57
feet; thence South, for 17.32 feet; thence North 89° 51' 22" West, for 29.42 feet; thence North 00°
00' 25" East for 92.03 feet; thence South 89° 51' 22" East, for 214.00 feet to the Point of Beginning
(last mentioned two courses being coincident with the boundaries of said Tract "A")
Subordination Agreement - Governmental Entity Page A-1
Blanket Utility Easement over Tract A of LAFAYETTE SQUARE, according to the Plat thereof,
as recorded in Plat Book 165, Page 2, of the Public Records of Miami -Dade County, Florida.
c.0
Subordination Agreement — Governmental Entity Page A-2