Agreement For Subordination Of Landlord's Lien20 21-31554 2.0 2 2 - 3 2 0 5 3
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AGREEMENT FOR SUBORDINATION OF LANDLORD'S LIEN
AND LANDLORD CONSENT TO LEASEHOLD MORTGAGE AND ASSIGNMENT OF
RENTS AND LEASES
June 15, 2023
Trustee: Zions Bancorporation, National Associagri,,0 as=Tn7istee 3 ® �
Borrower: CFC—MB I, LLC
Ground Lessor: City of Miami Beach, Florida
Ground Lease: Ground Lease Agreement dated as of June 1, 2023, between
Ground Lessor and Borrower
WHEREAS, the undersigned parties acknowledge that Borrower has delivered in favor
of Trustee that certain Leasehold Mortgage and Assignment of Rents and Leases dated as of
June 1, 2023 (the "Leasehold Mortgage"), to secure repayment of Borrower's obligations with
respect to certain bonds issued by the Miami -Dade County Industrial Development Authority
(collectively, the "Bonds"), and which are more specifically described in the Leasehold
Mortgage; and
WHEREAS, the proceeds of the Bonds are to be used primarily for the construction of a
work force housing facility and related improvements upon the real property described in the
Ground Lease (the "Facility"); and
WHEREAS, pursuant to the Leasehold Mortgage, that certain Assignment of Contracts
and Agreements of even date with the Leasehold Mortgage and that certain Security Agreement
of even date with the Leasehold Mortgage (collectively, with the Leasehold Mortgage, the
"Security Documents"), Borrower has created in the favor of Trustee a lien on all of Borrower's
rights and interests in, to and under the Ground Lease, along with all of Borrower's real and
personal property assets used in connection with the construction and operation of the Facility,
including, without limitation, all improvements existing or which may be later constructed
upon the lands described in the Ground Lease, and all contracts, Leases, fixtures, equipment,
supplies and other assets of Borrower used in connection with the operation and maintenance
of the Facility (collectively, the "Collateral"); and -
WHEREAS, in connection with the foregoing, Borrower has requested that Ground
Lessor subordinate its rights, lien rights, whether existing under Section 83.08, Florida Statutes,
or expressly contained in the Ground Lease to the security interest(s) of Trustee under the
Security Documents.
NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES, the mutual
covenants herein contained and other valuable consideration, the receipt and sufficiency of
which is conclusively acknowledged by the parties, Ground Lessor hereby grants its consent to
the collateral assignment of Borrower's rights under the Ground Lease to Trustee pursuant to
the Leasehold Mortgage and subordinates as to Trustee (but does not hereby waive or release)
any and all of Ground Lessor's liens, whether statutory or arising by contract (including
distraint and levy), against the Collateral in which Trustee has any security interest under the
Leasehold Mortgage, subject to the following:
1. In the event of a default by Borrower under the Ground Lease, Ground Lessor will
not terminate the Ground Lease without first giving Trustee notice thereof and a
right to cure such default in the manner provided for in Section 24 of the Ground
Lease.
2. Upon receipt of such notice of default by Borrower, Trustee shall have the right, but
not the obligation, to cure such default within any applicable cure period provided
for under the Ground Lease. If Trustee fails or refuses to cure such default, then
Ground Lessor shall be free to pursue all remedies permitted under the Ground
Lease, including (without limitation) termination of the Ground Lease and retaking
possession of the leased premises (subject to deferral of rent pursuant to Section 5
below).
3. Upon termination of the Ground Lease Trustee shall have the right to access the
leased premises at reasonable times and upon reasonable notice to remove any
Collateral subject to Trustee's security interest. Trustee shall remove all such
Collateral within ninety (90) days of written notice of actual termination of the
Ground Lease, unless prohibited by law and unless otherwise agreed to by Trustee
and Ground Lessor in writing.
4. Trustee and Borrower acknowledge that Ground Lessor is not the fee owner of the
leased premises.
5. Upon the occurrence of an Event of Default as described in Article 13 A. (i) through
(iii) and (v) through (x) of the Ground Lease, Ground Lessor agrees to forbear taking
enforcement action and to defer the dates for any payments of rent required to be
paid under the Ground Lease for a period not to exceed six (6) months, so long as the
following conditions are satisfied:
(a) (i) Trustee shall cure the Event of Default under the Ground Lease
during such period, and the Trustee shall take steps necessary to acquire
Borrower's interest and estate in the Ground Lease by foreclosure of its
Leasehold Mortgage, or otherwise, and shall prosecute such action to
completion with due diligence; or
(ii) Trustee shall cause the Borrower to terminate the Asset
Management Agreement with the then current Asset Manager and
provide Ground Lessor with a remedial plan acceptable to the Ground
Lessor setting forth in reasonable detail how the Trustee and the
proposed substitute manager shall cure the Event of Default; and
(b) Trustee continues to take all actions reasonably necessary to protect and
maintain the Collateral; and
If rent payments are deferred pursuant to this Section, then the total amount of the
deferred payments shall be due and payable in a lump sum upon expiration of the
deferral period.
6. If any provision of this Agreement conflicts with any provision of the Leasehold
Mortgage or any other security instrument given by Borrower in favor of Trustee,
then the Ground Lease shall govern.
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IN WITNESS WHEREOF, the undersigned parties have executed this Agreement
effective as of the day and year first written above.
WITNESS:
ATTEST
By:
City Clerk
GROUND LESSOR:
CITY OF MIAMI BEACH, FLORIDA, a
Florida municipal corporation
ByAinaT.
ak, City Nfanager
JUN _ 5 2023 Approved for form and legal sufficiency
By:
�j City Attorney
l QE1N!......•_ .
STATE OF FLORIDA: 'VIA
fNtORP�OR�!TED
COUNTY OF MIAMI-DADE:
The foregoing instrument was c,-owledged before me by means of Q physical
presence or ❑ online notarization, this [ �jj ] day o June, 2023, by Alina T. Hudak as City
Manager of the Ci of Miami Beach, Florida. She 10 is personally known to me or El produced
[ % ] as identification.
•;:�� ►�� •., GUADALUPE C. RAMOS
` ' MY COMMISSION # GG 985873 TARP P LIC
.:
ate: EXPIRES: September 1, 2024
Bonded Thro Notary hblic Underw iters commission expires: 7
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WITNESS:
Print Name:
BORROWER:
CFC—MB I, LLC,
an Arizona limited liability company
By: Community Finance Corporation,
an Arizona nonprofit corporation
Its: Sole Member
Print Name: By:
Michael S. Hammond, President
STATE OF ARIZONA:
COUNTY OF PIMS:
The foregoing instrument was acknowledged before me by means of ❑ physical
presence or ❑ online notarization, this [ ] day of June, 2023, by Michael S. Hammond as
President of Community Finance Corporation, an Arizona nonprofit corporation that is the sole
member of CFC-MB I, LLC. He ❑ is personally known to me or ❑ produced
[ ] as identification.
NOTARY PUBLIC
My commission expires:
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WITNESS:
Print N
Print Name:
STATE OF
COUNTY OF
TRUSTEE:
ZIONS BANCORPORATION, National
Association, as Trustee
By:
Name: Vladimir Munoz
Title: Vice President, Zions Bank Division
The foregoing instrument was acknowledged before me by means of ❑ physical
presence or ❑ online notarization, this [ ] day of June, 2023, by Vladimir Munoz as Vice
President, Zions Bank Division of Zions Bancorporation. He ❑ is personally known to me or ❑
produced [ ] as identification.
NOTARY PUBLIC
My commission expires:
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