38. Subordination Agreement (County)THIS INSTRUMENT PREPARED
BY AND RETURN TO:
Holland & Knight LLP
31 West 52nd Street, 14th Floor
New York, NY 10019
Attention: Kathleen M. Furey, Esq.
3 Z11381�_/gs-J- 0
OR BK 34013 F'3s 2948-2961 (14P9s)
RECORDED 12/ 18/ 2f )23 14 - 33: 20
JUAN FERNANDEI_-•BARQUIN
CLERK OF THE COURT & C=OMI"TROLi._ER
MIAMI.-DADE COUNTYP FL
ABOVE SPACE RESERVED FOR
RECORDING PURPOSES ONLY
SUBORDINATION AGREEMENT
(MIAMI-DADE COUNTY)
This SUBORDINATION AGREEMENT (this "Agreement") is made and entered into as of
December 15, 2023, by and between MIAMI-DADE COUNTY, FLORIDA, a political subdivision of the
State of Florida (the "Subordinate Lender") and BANK OF AMERICA, N.A., a national banking
association ("Bank of America"); and acknowledged and agreed to by VISTA BREEZE, LTD., a Florida
limited partnership (the "Borrower") and THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., a national banking association (the "Fiscal Agent").
WITNESSETH:
WHEREAS, Borrower is the owner of a leasehold interest in certain real property located at 175 S.
Shore Drive and 280 S. Shore Drive, Miami, Florida 33141 (the "Land"). Housing Finance Authority of
Miami -Dade County, Florida, a public body corporate and politic organized and existing under the laws of
the State of Florida (the "Governmental Lender"), determined to make a mortgage loan to Borrower in
the maximum aggregate principal amount of Thirty -Two Million Five Hundred Thousand and 00/100
Dollars ($32,500,000.00) (the "Construction Phase Proiect Loan") to provide for the financing of the
construction of a 119-unit multifamily rental housing development project (the "Pro iect"), to be known as
"Vista Breeze," on the Land. The Borrower has agreed to use the proceeds of the Construction Phase Project
Loan to finance the construction of the Project and to pay certain closing costs with respect to the
Construction Phase Project Loan; and
WHEREAS, the Construction Phase Project Loan will be made pursuant to that certain
Construction Phase Borrower Loan Agreement (as amended from time to time, the "Construction Phase
Proiect Loan Agreement") dated as of the date hereof, by and among Governmental Lender, Borrower,
and Fiscal Agent. The Construction Phase Project Loan will be evidenced by that certain Construction
Phase Project Loan Note (as amended from time to time, the "Construction Phase Proiect Loan Note")
dated as of even date herewith made by Borrower, as maker, payable to the order of Governmental Lender.
To secure the Borrower's obligations under and in connection with the Construction Phase Project Loan,
the Construction Phase Project Loan Agreement, the Construction Project Loan Note and the other
Construction Phase Project Loan Documents (as hereinafter defined), the Borrower has executed and
delivered, or will execute and deliver, to the Governmental Lender that certain Leasehold Mortgage,
Assignment of Rents, Security Agreement and Fixture Filing (as amended from time to time, the "Security
Instrument"), dated as of even date herewith, naming Borrower, as mortgagor, and Governmental Lender,
its successor and assigns, as mortgagee, and encumbering, among other collateral, the Borrower's leasehold
interest in the Land (the "Leasehold Interest") and the Project. The Security Instrument will be duly
recorded with the Clerk of the Courts, Miami -Dade County, Florida (the "Recording Office"). As used
herein, the term "Construction Phase Project Loan Documents" shall mean, collectively, any and all
agreements, documents and instruments which now or hereafter evidence, secure, guaranty or otherwise
#231764062_v5
govern payment and/or performance of any and all obligations and liabilities of Borrower under and in
connection with the Construction Phase Project Loan, including, without limitation, the Construction Phase
Project Loan Agreement, the Construction Phase Project Loan Note, the Security Instrument and this
Agreement (collectively, the "Construction Phase Proiect Loan Obligations'), as amended, restated,
supplemented or otherwise modified; and
WHEREAS, Governmental Lender, in order to obtain the funds necessary to enable it to make the
Construction Phase Project Loan to the Borrower, has determined to obtain a loan (the "Funding Loan")
from Bank of America in the maximum aggregate principal amount of Thirty -Two Million Five Hundred
Thousand and 00/100 Dollars ($32,500,000.00). The Funding Loan will be made by Bank of America to
Governmental Lender pursuant to that certain Funding Loan Agreement (as amended from time to time,
the "Funding Loan Agreement") dated as of December 1, 2023, by and among Bank of America, the
Governmental Lender, and the Fiscal Agent. The Funding Loan will be evidenced by, among other things,
that certain Housing Finance Authority of Miami -Dade County, Florida Multifamily Housing Revenue
Note, Series 2023 (Vista Breeze), dated as of even date herewith, made by Governmental Lender, as maker,
payable to the order of Bank of America. Bank of America, pursuant to the terms and subject to the
conditions of the Funding Loan Agreement and that certain Construction Disbursement Agreement
executed by and between Borrower and Bank of America and dated as of even date herewith (the
"Construction Disbursement Agreement" and, collectively, with the Construction Phase Project Loan
Documents, are herein, collectively, referred to as the "Senior Loan Documents"), has agreed to fund the
proceeds of the Funding Loan to the Governmental Lender on a draw -down basis, which proceeds of the
Funding Loan will in turn be used by the Governmental Lender to fund the Construction Phase Project
Loan to the Borrower. In order to secure the repayment of the Funding Loan, Governmental Lender has
pledged to Fiscal Agent, in trust for the benefit of Bank of America, pursuant to the terms and conditions
of the Funding Loan Agreement and the Assignment (as hereinafter defined), all of Governmental Lender's
right, title and interest in, to and under the Construction Phase Project Loan, the Construction Phase Project
Loan Obligations, and all of the other Construction Phase Project Loan Documents (other than certain
"Unassigned Rights" (as defined in the Funding Loan Agreement)). To further evidence and perfect such
pledge, Govermnental Lender, substantially concurrently herewith, has duly endorsed the Construction
Phase Project Loan Note to the order of Fiscal Agent, and executed and delivered to Fiscal Agent that
certain Assignment of Mortgage and Collateral Loan Documents (the "Assignment") dated as of even date
herewith, assigning to Fiscal Agent, among other items, all of Governmental Lender's right, title and
interest under the Security Instrument and Construction Phase Project Loan Agreement. The Assignment
shall be recorded in the Recording Office substantially concurrently with the recordation of the Security
Instrument; and
WHEREAS, Subordinate Lender has agreed to make a loan in a principal amount not to exceed
Five Million Nine Hundred Fifty Thousand and 00/100 Dollars ($5,950,000.00) (the "Surtax Loan" or
"Subordinate Loan"). The Surtax Loan is evidenced by that certain Promissory Note, dated as of the date
hereof, executed by the Borrower and payable to Subordinate Lender (the "Surtax Loan Note" or
"Subordinate Note"). The Surtax Loan is secured by (i) that certain Leasehold Mortgage and Security
Agreement and Assignment of Leases, Rents and Profits dated as of the date hereof, given by Borrower in
favor of Subordinate Lender and recorded in the Recording Office (the "Surtax Mortgage" or
"Subordinate Mortgage"), and (ii) that certain Collateral Assignment of Leases, Rents and Contract Rights
(together with the Surtax Loan Note, the Surtax Mortgage, that certain Miami -Dade County Rental
Regulatory Agreement dated as of the date hereof by Borrower in favor of Subordinate Lender and all other
documents governing, evidencing and securing the Surtax Loan, the "Subordinate Loan Documents");
and
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Subordination Agreement (County)
WHEREAS, the Senior Loan Documents and the Subordinate Loan Documents are sometimes,
collectively, referred to herein as the "Loan Documents"; and the Construction Phase Project Loan and
Subordinate Loan, are sometimes, collectively, referred to herein as the "Loans"; and
WHEREAS, the Subordinate Mortgage is subordinate and inferior to the Security Instrument in all
respects; and
WHEREAS, in connection with the making of the Construction Phase Project Loan evidenced by
the Construction Phase Project Loan Note, and secured by the Security Instrument, the Subordinate Lender
has agreed to subordinate and make inferior: (i) the right, title, lien and interest created by the Subordinate
Mortgage to the right, title, lien, and interest of the Security Instrument; and (ii) Subordinate Lender's rights
to receive any payments under or on account of the Subordinate Loan Documents to Bank of America's
rights to receive payments under or on account of the Senior Loan Documents.
NOW, THEREFORE, for and in consideration of Ten Dollars ($10.00), the mutual covenants
hereinafter set forth and other good and valuable consideration, the receipt, adequacy, and sufficiency of
all of which are hereby acknowledged, Subordinate Lender hereby covenants and agrees as follows:
1. Recitals Incorporated. The recitals set forth hereinabove are incorporated herein by
reference to the same extent and with the same force and effect as if fully set forth hereinbelow, provided,
however, that such recitals shall not be deemed to modify the express provisions hereinafter set forth.
2. Subordination.
(a) Subordinate Lender, for itself, its successors, and assigns (including, without limitation, all
subsequent holders of the Subordinate Note and the Subordinate Mortgage) does hereby subordinate (a) the
Subordinate Mortgage, (b) all of the indebtedness now or hereafter secured by the Subordinate Mortgage,
and (c) all of its right, title, lien, and interest in and to the Property and the rents, issues, and profits
therefrom, to (i) the Security Instrument, (ii) all of the indebtedness now or hereafter secured by the Security
Instrument, and (iii) all of the right, title, lien and interest held by Bank of America, its successors, and
assigns (including, without limitation, all subsequent holders of the Construction Phase Project Loan Note
and the Security Instrument), in and to the Project and the rents, issues, and profits therefrom, under and
pursuant to (X) the Construction Phase Project Loan Note, (Y) the Security Instrument, and (Z) all of the
other Senior Loan Documents, and any and all extensions, renewals, modifications, and replacements
thereof. From and after the date hereof, all of the documents, indebtednesses, right, title, lien, and interest
described in clauses (a), (b) and (c) hereinabove shall be subject and subordinate to all of the documents,
indebtednesses, right, title, lien, and interest described in clauses (i), (ii) and (iii) hereinabove.
(b) Subordinate Lender, for itself, its successors, and assigns (including, without limitation, all
subsequent holders of the Subordinate Note and the Subordinate Mortgage) does hereby agree that,
notwithstanding anything provided in the Subordinate Lon Documents to the contrary, so long as the
indebtedness evidenced by the Construction Phase Project Loan Note and the other Senior Loan Documents
(the "Bank of America Obligations") remains outstanding, unless Bank of America shall consent in
writing: (A) all of the Bank of America Obligations shall be paid and satisfied in full before any payment
is made on account of the indebtedness evidenced by the Subordinate Note and the other Subordinate Loan
Documents (the "Subordinate Lender Obligations"); and (B) no prepayment of the Subordinate Lender
Obligations shall be made. In the event that any payment is made to Subordinate Lender on account of the
principal, interest, fees, or other amounts on or with respect to the Subordinate Lender Obligations which
is not permitted hereunder, such payment shall be held by Subordinate Lender in trust for the benefit of
Bank of America and shall be paid forthwith over and delivered to Bank of America for application to the
payment of all of the Bank of America Obligations remaining unpaid.
Vista Breeze
Subordination Agreement (County)
(c) Subordinate Lender agrees that in the event Bank of America waives a default or an event
of default under the Senior Loan Documents and continues to make advances under the Senior Loan
Documents, Subordinate Lender will continue to make advances of the Subordinate Loan notwithstanding
such default or event of default.
3. Amendments to the Subordinate Loan Documents. Subordinate Lender hereby agrees that,
notwithstanding anything provided in the Subordinate Loan Documents to the contrary, so long as the Bank
of America Obligations remain outstanding, unless Bank of America shall consent in writing, Subordinate
Lender shall not (a) amend or modify the provisions of the Subordinate Note or the Subordinate Mortgage;
or (b) seek to foreclose the Subordinate Mortgage or otherwise enforce its lien against the Property.
4. Bankruptcy. Upon any distribution of the assets or properties of Borrower or upon any
dissolution, winding up, liquidation, bankruptcy or reorganization involving Borrower (whether in
bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditors or
otherwise, herein referred to as a "Proceeding"):
(a) Bank of America shall first be entitled to receive payment in full of the principal of and
interest on the Bank of America Obligations and all fees and any other payments (including post -petition
interest and all costs and expenses) due pursuant to the terms of the Senior Loan Documents, before
Subordinate Lender is entitled to receive any payment on account of the Subordinate Lender Obligations;
and
(b) any payment or distribution of the assets or properties of Borrower of any kind or character,
whether in cash, property, or securities, to which Subordinate Lender would be entitled except for the
provisions of this Agreement, shall be paid by the debtor in possession, liquidating trustee or agent or other
person making such payment or distribution directly to Bank of America; and
(c) in the event that, notwithstanding the foregoing, any payment or distribution of the assets
or properties of Borrower of any kind or character, whether in cash, property, or securities, shall be received
by Subordinate Lender on account of principal, interest, fees, or other amounts on or with respect to the
Subordinate Lender Obligations before all of the Bank of America Obligations are paid in full, such
payment or distribution shall be received and held in trust for and shall be paid over to Bank of America
forthwith, for application to the payment of the Bank of America Obligations until all such Bank of America
Obligations shall have been paid in full in accordance with the terms of the Senior Loan Documents.
To effectuate the foregoing, Subordinate Lender does hereby: (i) irrevocably assign to Bank of
America all of Subordinate Lender's rights as a secured or unsecured creditor in any Proceeding and
authorizes Bank of America to take, or refrain from taking, any action to assert, enforce, modify, waive,
release or extend Subordinate Lender's lien and/or claim in such Proceeding, including but not limited to
(a) filing a proof of claim arising out of the Subordinate Lender Obligations, (b) voting or refraining from
voting claims arising from the Subordinate Lender Obligations, either in Bank of America's name or in the
name of Bank of America as attorney -in -fact of Subordinate Lender, (c) accepting or rejecting any payment
or distribution made with respect to any claim arising from the Subordinate Lender Obligations and
applying such payment and distribution to payment of Bank of America's claim until the Bank of America
Obligations are paid and satisfied in full in accordance with their terms, and (d) taking any and all actions
and executing any and all instruments necessary to effectuate the foregoing and, inter alia, to establish Bank
of America's entitlement to assert Subordinate Lender's claim in such Proceeding; and (ii) release Bank of
America and hold Bank of America harmless from and against any claims, causes of action, losses, costs
or damages arising out of or with respect to Bank of America's actions in a Proceeding as set forth in this
Agreement.
4
Vista Breeze
Subordination Agreement (County)
5. Continuing Benefits. No right of Bank of America or any present or future holder of the
Bank of America Obligations to enforce the subordination as provided herein shall at any time in any way
be prejudiced or impaired by any act or failure to act on the part of Borrower or any other party, whether
borrower, guarantor or otherwise, or by any act or failure to act, in good faith, by the holder of the Bank of
America Obligations, or by any noncompliance by Borrower or any borrower, guarantor or otherwise with
the terms of the Construction Phase Project Loan Note or any of the other Senior Loan Documents
regardless of any knowledge thereof which such holder may have or be otherwise charged with.
6. Enforcement of Subordination. Subordinate Lender, by its execution of this Agreement,
authorizes and expressly directs Bank of America to take such action as may be necessary or appropriate,
in Bank of America's sole discretion, from time to time to effectuate the subordination provided herein and
hereby appoints Bank of America its attorney -in -fact for such purpose, including, without limitation, in the
event of any dissolution, winding up, liquidation, or reorganization of Borrower (whether in bankruptcy,
insolvency, or receivership proceedings or upon an assignment for the benefit of creditors or otherwise)
tending toward liquidation of the business or the assets of Borrower, the immediate filing of a claim for the
unpaid balance of the Subordinate Lender Obligations in the form required in such proceedings, the voting
of such claim during the pendency of such proceedings, and the taking of all steps necessary to cause such
claim to be approved.
7. Subordinate Loan Documents. Subordinate Lender hereby warrants and represents to Bank
of America that (a) the executed Subordinate Lender Documents are substantially in the same form as those
submitted to, and previously approved by, Bank of America prior to the date of this Subordination
Agreement, and (b) Subordinate Lender has no knowledge of any default or event of default under the
Subordinate Note, the Subordinate Mortgage or any other Subordinate Loan Documents which has not been
cured or waived. Subordinate Lender hereby warrants and represents that none of the documents and
instruments referred to in this Section have been modified or amended except as previously disclosed in
writing to Bank of America.
8. Representations. Warranties and Covenants of Subordinate Lender. Subordinate Lender
hereby covenants, agrees, warrants, represents, and certifies unto Bank of America that:
(a) Subordinate Lender is the owner and holder of the Subordinate Note, the Subordinate
Mortgage and the other Subordinate Loan Documents;
(b) Neither the Subordinate Note nor the Subordinate Mortgage have been extended, renewed,
amended, transferred, or otherwise modified except as set forth herein;
(c) This Agreement has been duly authorized by Subordinate Lender, the persons executing,
acknowledging, and delivering this Agreement on behalf of Subordinate Lender are fully authorized to do
so, and all of the terms and provisions of this Agreement are fully enforceable against Subordinate Lender
and its successors and assigns;
(d) All payments, installments, and charges due and payable under the Subordinate Note to
date have been paid and the total indebtedness evidenced by the Subordinate Note as of the date hereof is
$5,950,000.00;
(e) The indebtedness evidenced by the Subordinate Note is the only indebtedness secured by
the Subordinate Mortgage, as applicable;
(f) To the knowledge of Subordinate Lender, there exists no default or event of default of any
nature under the terms and provisions of the Subordinate Note, the Subordinate Mortgage, any other
5
Vista Breeze
Subordination Agreement (County)
Subordinate Loan Documents, or combination thereof, and no condition which, with the giving of notice
and/or the passage of time, would result in such an event of default;
(g) Subordinate Lender agrees and covenants that copies of all notices, communications, or
designations required or permitted under the Subordinate Note or the Subordinate Mortgage shall be sent
to Bank of America at the address specified in Section 14 hereof, or at such other address as Bank of
America shall furnish to Subordinate Lender in the manner provided in Section 14 hereof;
(h) In no event shall the terms and provisions of the Subordinate Note or the Subordinate
Mortgage be modified, amended, renewed, or extended, unless Bank of America shall first consent in
writing to such modification, amendment, renewal, or extension, which consent may be withheld in Bank
of America's sole judgment;
(i) In the event that on the date of this Agreement any default shall exist under the terms and
provisions of the Subordinate Note or the Subordinate Mortgage, neither Subordinate Lender nor its
successors or assigns shall exercise any of the remedies which, under the terms and provisions of the
Subordinate Note or the Subordinate Mortgage, would be otherwise exercisable by them as a consequence
of the occurrence of such default; and
0) Subordinate Lender acknowledges and understands that Bank of America will rely upon
the certifications, warranties, representations, covenants, and agreements contained herein as a material
consideration and inducement in making, servicing, extending or modifying the Construction Phase Project
Loan or the Funding Loan (and making advances thereof), as applicable.
9. Dealings with Borrower. Bank of America may extend, renew, modify, or amend the terms
of the Bank of America Obligations and any of the Senior Loan Documents, or extend, renew, modify, or
amend the terms of any security therefor and release, transfer, assign, sell, or exchange such security and
otherwise deal freely with Borrower to the same extent as could any person, all without notice to or consent
of Subordinate Lender and without affecting the liabilities and obligations of Subordinate Lender, pursuant
to the provisions hereof, provided, however, that any modification to the Senior Loan Documents which
increases the indebtedness, except for increases made for the purpose of curing a default, shall require the
consent of Subordinate Lender. In the absence of Subordinate Lender's consent, any such increase in
indebtedness shall be subordinate to the Subordinate Loan Documents.
10. Assignment of the Bank of America Obligations. Bank of America may assign or transfer
any or all of the Bank of America Obligations and/or any interest therein or herein and, notwithstanding
any such assignment or transfer or any subsequent assignment or transfer thereof, such Bank of America
Obligations shall be and remain senior to the Subordinate Lender Obligations, and the Subordinate Lender
Obligations shall be and remain subject and subordinate to the Bank of America Obligations for the
purposes of this Agreement, and every immediate and successive assignee or transferee of any of the Bank
of America Obligations or of any interest therein or herein shall, to the extent of the interest of such assignee
or transferee in the Bank of America Obligations, be entitled to the benefits of this Agreement to the same
extent as if such assignee or transferee were Bank of America; provided, however, that, unless Bank of
America shall otherwise consent in writing, Bank of America shall have an unimpaired right, prior and
superior to that of any such assignee or transferee, to enforce this Agreement, for the benefit of Bank of
America, as to those portions of the Bank of America Obligations which Bank of America has not assigned
or transferred.
11. Waiver; Modification. No delay on the part of Bank of America in the exercise of any
right or remedy shall operate as a waiver thereof, and no single or partial exercise by Bank of America of
any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or
Vista Breeze
Subordination Agreement (County)
remedy; nor shall any modification or waiver of any of the provisions of this Agreement be binding upon
Bank of America except as expressly set forth in a writing duly signed and delivered by or on behalf of
Bank of America.
12. Waiver of Rights. Borrower hereby waives (a) notice of acceptance of this Agreement by
Bank of America, (b) notice of the existence or creation or nonpayment of all or any of the Bank of America
Obligations, and (c) all diligence in the collection or protection of or realization upon the Bank of America
Obligations or the collateral therefor.
13. Leggy. Subordinate Lender and Borrower hereby agree to cause all instruments
evidencing indebtedness or other obligations of Borrower to Subordinate Lender which are or may be
subject to the provisions of this Agreement to be subject to an appropriate legend to the effect that such
indebtedness or other obligation evidenced by such instrument is subordinated to the Bank of America
Obligations in the manner and to the extent set forth in this Agreement, and Subordinate Lender will make
appropriate entries in the books and records of Subordinate Lender to indicate that the Subordinate Lender
Obligations are subject to the Bank of America Obligations.
14. Notices. Any notice, demand, designation, or other communication which is required or
permitted to be given under the terms and provisions of this Agreement shall be deemed to by duly given
and received on the date the same shall be personally delivered to the party to whom the same is addressed
at the address hereinbelow specified (including delivery by a professional overnight courier service), or on
the third day after the same shall be deposited in the United States mail, certified mail, return receipt
requested postage prepaid, addressed to the party to whom the same is addressed at the address hereinbelow
specified:
If to the Borrower:
Vista Breeze, LTD.
c/o Atlantic I Pacific Communities
161 NW 6th Street, Suite 1020
Miami, Florida 33136
Attention: Kenneth Naylor
with copies to:
Klein Hornig LLP
1325 G Street NW, Suite 770
Washington, D.C. 20005
Attention: Chris Hornig
and
Housing Authority of the City of Miami Beach
200 Alton Road
Miami Beach, Florida 33139
Attention: Miguell Del Campillo
with copies to:
Fox Rothschild LLP
BNY Mellon Center
Vista Breeze
Subordination Agreement (County)
500 Grant Street, Suite 2500
Pittsburgh, Pennsylvania 15219
Attention: Michael H. Syme
If to Bank of America:
Bank of America, N.A.
Mail Code: FL6-812-18-02
401 East Las Olas Boulevard, 18th Floor
Fort Lauderdale, Florida 33301
Attention: Binyamin Rosenbaum
with copies to:
Bank of America, N.A.
NC 1-026-06-01
Gateway Village — 900 Building
900 W. Trade Street
Charlotte, NC 28255
Attention: Loan Administration Manager
and
Holland & Knight LLP
31 W 52nd Street, 141' Street
New York, New York 10019
Attention: Kathleen M. Furey, Esq.
If to Subordinate Lender:
Miami -Dade County
111 N. W. 1st Street, 29th Floor
Miami, Florida 33128
Attention: County Mayor
with a copy to:
Miami -Dade County
Public Housing and Community Development
701 N.W. 1s1 Court, 161h Floor
Miami, Florida 33136
Attention: Director
and
County Attorney's Office
111 N. W. 1st Street, Suite 2810
Miami, Florida 33128
Attention: Shannon D. Summerset-Williams, Esq.
Vista Breeze
Subordination Agreement (County)
Any party hereto may by written notice given to the others in the manner herein provided change
the address to which any such notice, demand, designation, or other communication shall be thereafter
given to it.
15. Priority. The priorities herein specified are applicable irrespective of the time of creation
of the Bank of America Obligations or the Subordinate Lender Obligations.
16. No Modification to Senior Loan Documents. This Agreement is not intended to modify
and shall not be construed to modify any term or provision of the Construction Phase Project Loan Note,
the Security Instrument or any other documents or instruments evidencing, securing, guaranteeing the
payment of, or otherwise relating to the indebtedness evidenced by the Construction Phase Project Loan
Note or the Funding Loan Note (as defined in the Construction Disbursement Agreement), as applicable,
or secured by the Security Instrument, or both.
17. Further Assurances. So long as the Security Instrument shall affect the Land or any portion
thereof, Subordinate Lender, its successors or assigns, or any other legal holder of the Subordinate
Mortgage, as the case may be, shall execute, acknowledge, and deliver upon the demand of Bank of
America, at any time or times, any and all further documents or instruments in recordable form for the
purpose of further confirming the subordination and the agreements herein set forth.
18. Estoppel Certificate. Subordinate Lender hereby agrees that within ten (10) days after
written demand of Bank of America, it shall execute, acknowledge and deliver a certification setting forth
the total amount of indebtedness owed to it which shall be then secured by any portion of the Land, and any
and all such certifications shall be conclusive as to the matters set forth therein, and shall be fully binding
upon Subordinate Lender, its successors and assigns. Notwithstanding the foregoing, Subordinate Lender
shall not be obligated to give such a certification more frequently than once every calendar month.
19. Counterpart Signatures. This Agreement may be executed in several counterparts, and by
the parties hereto on separate counterparts, and each counterpart, when executed and delivered, shall
constitute an original agreement enforceable against all who signed it without production of or accounting
for any other counterpart, and all separate counterparts shall constitute the same agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
[SIGNATURE PAGES TO FOLLOW]
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Subordination Agreement (County)
IN WITNESS WHEREOF, Subordinate Lender and Bank of America have caused this instrument
to be executed by its duly authorized officer as of the day and year first above written.
WITNESS OR ATTEST:
Nalye:
4ame:
STATE OF TEXAS
BANK OF AMERICA,
a national banking association
c
By: Ofi4ll� t&t4a
assandra Silve i
Senior Vice PresZent
COUNTY OF HARRIS )
The foregoing instruWnt was acknowledged before me by means of physical presence or ❑ online
notarization, this �— day of-bi�lr, 2023 by Cassandra Silvernail, as Senior Vice President of
Bank of America, N.A., a national banking associa ' , on ehalf 'd Bank.
N ubli State s
Print, Type or Stamp dame %
Personally Known or Produced Identification t/
Type of Identification Produced V r:vrg�S Lf4e k
JONATHEN LOPEZ
Notary Public, State of Texas
;.•'� Comm. Expires 09-23-2026
Notary ID 133982243
S-1
Vista Breeze
Subordination Agreement (County)
WITNESS OR ATTEST:
Name: i Asseur n
STATE OF FLORIDA
COUNTY OF MIAMI-DADE )
SUBORDINATE LENDER:
MIAMI-DADE COUNTY, FLORIDA,
a political subdivision of the State of Florida
LIM
Morris Copeland
Chief Community Services Officer
The foregoing instrument wa acknowledged before me by means oXan
hysical presence or [ ]
online notarization thi ay of li , 2023, by Morris Cop, asChief Community
Services Officer on behalf of the County Mayor of Miami -Dade County, on behalf of Miami -Dade County,
a political subdivision of the State of Florida. ,n /1
Personally Known or Produced Identification
Type of Identification Produced
YVONNE RAMIREZ
24�YPoa�'� Notary Public State of Florida
Commission # HH 312751
My Commission Expires
13, 2027
S-2
Vista Breeze
Subordination Agreement (County)
CONSENT OF BORROWER
Borrower acknowledges receipt of a copy of this Subordination Agreement, dated as of the date first written
above, by Bank of America, N.A. and Miami -Dade County, Florida, and consents to the agreement of the
parties and the obligations and rights of Borrower as a third party beneficiary as set forth in this Agreement.
WITNESS OR ATTEST.-
, ( D-D,
Name: e �c� �tcrT rL2Z
Name: lau « kj*A awe\
STATE OF FLORIDA
COUNTY OF K lawi, -Dcx-l2 )
VISTA BREEZE, LTD.,
a Florida limited partnership
By: APC Vista Breeze, LLC,
a Florida limited liability company,
its managing general partner
The foregoing instrument was acknowledged before me by means of W-p'kysical presence or ❑
online notarization, this 7\ day of November, 2023 by Kenneth Naylor as Vice President of APC Vista
Breeze, LLC, a Florida limited liability company, the managing general partner of Vista Breeze, LTD., a
Florida limited partnership.
"—�.
( '0 ---- P-
Notary Public, to e,of Florida
t?,le ca ►✓ta-r .r-t n Lz
Print, Type or Stamp Name
Personally Knowni!!-"`or Produced Identification
Type of Identification Produced
ANotary Public State of Florida
Rebeca Martinez
.M HH 21360jion
Exp. 1/4/2026
S-3
Vista Breeze
Subordination Agreement (County)
CONSENT OF FISCAL AGENT
Fiscal Agent acknowledges receipt of a copy of this Subordination Agreement, dated as of the date first
written above, by Bank of America, N.A. and Miami -Dade County, Florida, and consents to the agreement
of the parties and the obligations and rights of Fiscal Agent as a third party beneficiary as set forth in this
Agreement.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., a national banking association
By:
Na Steph nie A. Gree - Matthews
Title: Vice President
STATE OF FLORIDA
COUNTY OF DUVAL
The foregoing instrument was acknowledged before me by means of ® physical presence or ❑
online notarization, this 27th day of November 2023 by Stephanie A. Greene- Matthews as
Vice President of The Bank of New York Mellon Trust Company, N.A., a national banking
association. n _
Notary Public, State of Florida
Lori -Ann T. Soriano
Print, Type or Stamp Name
Personally Known X or Produced Identification
Type of Identification Produced
LORI,ANN T. SORIANO
*Notary Public
State of Florida
Comm# HH434543
-1 0. Expires 8/16/2027
S-4
Vista Breeze
Subordination Agreement (County)
LAST F"AGE"
EXHIBIT A
Legal Description
That leasehold estate created by that Second Amended and Restated Ground Lease, by and between Vista
Breeze, Ltd., a Florida limited partnership, and the Housing Authority of The City of Miami Beach, a public
body corporate and politic, as evidenced by that Amended and Restated Memorandum of Lease to be
recorded over the following described lands:
PARCEL 1:
LOT 3,4 and 5, Block 55, OF NORMANDY GOLF COURSE, ACCORDING TO THE PLAT THEREOF,
AS RECORDED IN PLAT BOOK 44, AT PAGE 62, OF THE PUBLIC RECORDS OF MIAMI-DADE
COUNTY, FLORIDA.
PARCEL 2:
LOTS 6,7 and 8, BLOCK 56, NORMANDY GOLF COURSE SUBDIVISION, ACCORDING TO THE
PLAT THEREOF RECORDED IN PLAT BOOK 44, PAGE 62, OF THE PUBLIC RECORDS OF
MIAMI-DADE COUNTY, FLORIDA.
Ex A-1
Vista Breeze
Subordination Agreement (County)