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Agreement For Subordination of Landlord's Lien 22.021-31554 2.0 22-32053 AGREEMENT FOR SUBORDINATION OF LANDLORD'S LIEN AND LANDLORD CONSENT TO LEASEHOLD MORTGAGE AND ASSIGNMENT OF RENTS AND LEASES 2.0 2 2- 3 2 4 11 June 15, 2023 2.0 2 3- 3 2 6 19 Trustee: Zions Bancorporation, National Association, as Trustee Borrower: CFC—MB I, LLC 2 0 2 2- 3 2 0 5 3 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 2 (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. [Remainder of Page Intentionally Left Blank] 3 IN WITNESS WHEREOF, the undersigned parties have executed this Agreement effective as of the day and year first written above. WITNESS: ATTEST JUN - 5 2023 By: — ;I City Clerk GROUND LESSOR: CITY OF MIAMI BEACH, FLORIDA, a Florida municipal corporation By:I - .. na T. Hudak, Ci Manager Approved for form and legal sufficiency By: row City Attorney STATE OF FLORIDA: ° COUNTY OF MIAMI-DADE: IP!CORORAiED The foregoing instrument was ackn wledged before me by means" ophysical presence or ❑online notarization, this [5 '`] day �Pjune, 2023, by Alina T. Hudak as City Manager of the ity f Miami Beach, Florida. She 2ris personally known to me or ❑ produced f V%W 1 as identification. GUADALUPE C. RAMOS / MY COMMISSION # GG 985573 EXPIRES: September #, 2024 Bonded Thtu No" Public Underwriters NITARIYPi LI y Comon expires: 9 •� •Zd� [Signature Page I Agreement for Subordination] S-1 BORROWER: WITNESS: CFC—MB I, LLC, an Arizona limited liability company By: Community Finance Corporation, Print Name: 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 f l as identification. NOTARY PUBLIC My commission expires: [Signature Page I Agreement for Subordination] S-2 WITNESS: TRUSTEE: ZIONS BANCORPORATION, National Association, as Trustee Print Name: By: Name: Vladimir Munoz Title: Vice President, Zions Bank Division Print Name: STATE OF COUNTY OF 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: [Signature Page I Agreement for Subordination] S-3