39. Subordination and Intercreditor Agreement (All FHFC loansTHIS 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 LO 1 % %S'�3L�
OR BY, 34013 P95 2671-2702 (32F'ss)
RECORDED 12/18/2023 14-"33420
JUAN FE:RNANDEZ-BAROL)IN
CLERK OE' THE COURT & COMPTROLLER
MIAMI-DADE COUNTY? FL
ABOVE SPACE RESERVED FOR
RECORDING PURPOSES ONLY
SUBORDINATION AND INTERCREDITOR AGREEMENT
(FHFC)
(Vista Breeze / Construction Inflation Response Viability Funding / RFA 2023-211 / 2023-26OV)
(Vista Breeze / SAIL / ELI / NHTF / RFA 2021-205 / 2022-159SN)
This SUBORDINATION AND INTERCREDITOR AGREEMENT (this "Agreement") is
entered into as of December 15, 2023, by and among BANK OF AMERICA, N.A., a national banking 1
association (the "Bank"), and FLORIDA HOUSING FINANCE CORPORATION, a public
corporation and a public body corporate and politic duly created and existing under the laws of the State 1
of Florida (the "Subordinate Lender"), and is joined and consented to by VISTA BREEZE, LTD., a
Florida limited partnership (the "Borrower"), and THE BANK OF NEW YORK MELLON TRUST t
COMPANY, N.A., a national banking association (the "Fiscal Agent"). The Bank and the Subordinate
Lender are sometimes, collectively, referred to herein as the "Creditors" and each individually as a
"Creditor".
WITNESSET
A. 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 Project Loan") to provide for
the financing of the construction of a 119-unit multifamily rental housing development project (the
"Project"), 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.
B. 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 Project
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 Project 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,
#231533614_v5
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 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 Project Loan
Obligations"), as amended, restated, supplemented or otherwise modified.
C. 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 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 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, 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. Bank, 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 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,
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, Governmental 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.
D. Subordinate Lender has agreed to make a loan in the principal amount of not to exceed Four
Million Three Hundred Thousand and 00/100 Dollars ($4,300,000.00) (the "Viability Loan"). The
Viability Loan is evidenced by that certain Promissory Note, dated as of the date hereof, executed by the
Borrower and payable to Subordinate Lender (the "Viability Loan Note"). The Viability Loan is secured
by that certain Leasehold Mortgage and Security Agreement dated as of the date hereof, given by
Borrower in favor of Subordinate Lender and recorded in the Recording Office (the "Viability
Mortgage") and that certain Assignment of Leases, Rents and Contract Rights dated as of the date hereof,
given by Borrower in favor of Subordinate Lender and recorded in the Recording Office (the "Viability
Assignment of Leases and Rents", and together with the Viability Loan Note and Viability Mortgage,
the "Viability Loan Documents").
Vista Breeze
Subordination and Intercreditor Agreement (FHFC)
(Vista Breeze / Construction Inflation Response Viability Funding / RFA 2023-211 / 2023-260V)
(Vista Breeze / SAIL / ELI / NHTF / RFA 2021-205 / 2022-159SN)
2
E. Subordinate Lender has agreed to make a loan in the principal amount of not to exceed Three
Million and 00/100 Dollars ($3,000,000.00) (the "SAIL Loan"). The SAIL Loan is evidenced by that
certain Promissory Note, dated as of the date hereof, executed by the Borrower and payable to
Subordinate Lender (the "SAIL Loan Note"). The SAIL Loan is secured by that certain Leasehold
Mortgage and Security Agreement dated as of the date hereof, given by Borrower in favor of Subordinate
Lender and recorded in the Recording Office (the "SAIL Mortgage") and that certain Assignment of
Leases, Rents and Contract Rights dated as of the date hereof, given by Borrower in favor of Subordinate
Lender and recorded in the Recording Office (the "SAIL Assignment of Leases and Rents", and
together with the SAIL Loan Note and SAIL Mortgage, the "SAIL Loan Documents").
F. Subordinate Lender has agreed to make a loan in the principal amount of not to exceed Six
Hundred Thousand and 00/100 Dollars ($600,000.00) (the "ELI Loan"). The ELI Loan is evidenced by
that certain Promissory Note, dated as of the date hereof, executed by the Borrower and payable to
Subordinate Lender (the "ELI Loan Note"). The ELI Loan is secured by that certain Leasehold
Mortgage and Security Agreement dated as of the date hereof, given by Borrower in favor of Subordinate
Lender and recorded in the Recording Office (the "ELI Mortgage") and that certain Assignment of
Leases, Rents and Contract Rights dated as of the date hereof, given by Borrower in favor of Subordinate
Lender and recorded in the Recording Office (the "ELI Assignment of Leases and Rents", and together
with the ELI Loan Note and ELI Mortgage, the "ELI Loan Documents").
G. Subordinate Lender has also agreed to make a loan in the principal amount not to exceed One
Million Three Hundred One Thousand Five Hundred and 00/100 Dollars ($1,301,500.00) (the "NHTF
Loan"). The NHTF Loan is evidenced by that certain Promissory Note, dated as of the date hereof,
executed by the Borrower and payable to Subordinate Lender (the "NHTF Loan Note"). The NHTF
Loan is secured by that certain Leasehold Mortgage and Security Agreement dated as of the date hereof,
given by Borrower in favor of Subordinate Lender and recorded in the Recording Office (the "NHTF
Mortgage") and that certain Assignment of Leases, Rents and Contract Rights dated as of the date hereof,
given by Borrower in favor of Subordinate Lender and recorded in the Recording Office (the "NHTF
Assignment of Leases and Rents", and together with the NHTF Loan Note and NHTF Mortgage, the
"NHTF Loan Documents").
H. The Viability Loan, SAIL Loan, ELI Loan and NHTF Loan are referred to herein as,
collectively, the "Subordinate Loans." The Viability Loan Note, SAIL Loan Note, ELI Loan Note, and
NHTF Loan Note are referred to herein as, collectively, the "Subordinate Notes." The Viability
Mortgage, SAIL Mortgage, ELI Mortgage, and NHTF Mortgage are referred to herein as, collectively, the
"Subordinate Mortgages." The Viability Loan Documents, SAIL Loan Documents, ELI Loan
Documents, and NHTF Loan Documents are sometimes, collectively, referred to herein as the
"Subordinate Loan Documents"; 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 Loans, are sometimes, collectively, referred to herein as the "Loans."
K. The Creditors desire to set forth each entity's rights regarding the Senior Loan
Documents and the Subordinate Loan Documents.
L. The Borrower has syndicated the federal low-income housing tax credits awarded to the
Project and has admitted Bank of America, N.A., a national banking association (together, with its
successors and assigns, the "Investor Limited Partner"), as a 99.99% partner of Borrower in exchange for
capital contributions in an estimated aggregate amount of $26,310,928 (the "Capital Contributions"), of
which $5,262,186 (the "Initial Capital Contribution") will be available to the Borrower as of the date of
Vista Breeze
Subordination and Intercreditor Agreement (FHFC)
(Vista Breeze / Construction Inflation Response Viability Funding / RFA 2023-211 / 2023-260V)
(Vista Breeze / SAIL / ELI / NHTF / RFA 2021-205 / 2022-159SN)
3
this Agreement (the "Initial Closing") in accordance with the projected draw schedule and construction
budget approved by the Creditors and attached hereto as Exhibit B and made a part hereof (as it may be
amended or supplemented from time to time, the "Draw Schedule and Budget"). The balance of the
Capital Contributions in the estimated amount of $21,048,742 is to be made available to the Borrower in a
series of subsequent disbursements during construction and after completion of construction of the Project
(the "Subsequent Capital Contributions"). The Capital Contributions shall be made at the times and
subject to the conditions precedent, set forth in that certain Amended and Restated Agreement of Limited
Partnership of Borrower, dated as of the date hereof, entered into by and among the Investor Limited
Partner; APC Vista Breeze, LLC, a Florida limited liability company, as managing general partner; Vista
Breeze HACMB, Inc., a Florida nonprofit corporation, as administrative general partner; and Banc of
America CDC Special Holding Company, Inc., a North Carolina corporation, as special limited partner
(as amended or restated with the prior written approval of the Creditors, the "Partnership Agreement").
NOW THEREFORE, the parties hereto, in consideration of the premises and the mutual
covenants and commitments of the parties set forth herein, the receipt and sufficiency of which are
acknowledged by the parties hereto, agree as follows:
1. Preambles Incorporated by Reference. The preambles hereof are true and correct and
are incorporated herein by this reference.
2. Definitions. Capitalized tenns used herein, but not otherwise defined herein shall have
the meanings assigned to such terms in the Construction Disbursement Agreement. The following terms,
when used in this Agreement (including, as appropriate, when used in the above recitals), will have the
following meanings:
(a) The terms "Leases" and "Rents" will have the meanings given to those terms in
the Security Instrument or in the Construction Disbursement Agreement, and subsequent to
Conversion, as set forth in the Funding Loan Agreement.
(b) `Banking Days" means any day that is not a Saturday, Sunday, or banking
holiday in the state where the Mortgaged Property is located.
(c) `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 (as defined herein), any of their
respective properties, or any of their respective partners, members, officers, directors, or
shareholders.
(d) "Casualty" means the occurrence of damage to or loss of all or any portion of
the Mortgaged Property by fire or other casualty.
(e) "Condemnation" shall mean a temporary or permanent taking by any
Governmental Authority as the result, or in lieu or in anticipation, of the exercise of the right of
condemnation or eminent domain, of all or any part of the Mortgaged Property, or any interest
therein or right accruing thereto, including any right of access thereto or any change of grade
affecting the Mortgaged Property or any part thereof.
Vista Breeze
Subordination and Intercreditor Agreement (FHFC)
(Vista Breeze / Construction Inflation Response Viability Funding / RFA 2023-211 / 2023-260V)
(Vista Breeze / SAIL / ELI / NHTF / RFA 2021-205 / 2022-159SN)
4
(f) "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 Loan Documents, the exercising of any banker's lien or
rights of set-off or recoupment, or the exercise of any other remedial action against Borrower, any
other party liable for any of the Subordinate Indebtedness or obligated under any of the
Subordinate Loan Documents, or the Mortgaged Property.
(g) "Enforcement Action Notice" means a written Notice from Subordinate Lender
to Bank, Governmental Lender, and Fiscal Agent, given following one or more Subordinate
Mortgage Default(s) and the expiration of any Notice or cure periods provided for such
Subordinate Mortgage Default(s) in the Subordinate Loan Documents, setting forth in reasonable
detail the Subordinate Mortgage Default(s) and the Enforcement Actions proposed to be taken by
Subordinate Lender.
(h) "Governmental Authority" means the government of the United States or of
any political subdivision thereof, whether state or local, and any agency, authority,
instrumentality, regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to
government (including any supra -national bodies such as the European Union or the European
Central Bank).
(i) "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 or any
Condemnation or Casualty.
0) "LURA" means the Land Use Restriction Agreement, dated December 1, 2023,
among Governmental Lender, Borrower and Fiscal Agent securing the Construction Phase
Project Loan.
(k) "Senior Indebtedness" means the indebtedness of Borrower as evidenced by the
Senior Loan Documents.
(1) "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 Documents.
(m) "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.
(n) "Subordinate Mortgage Default" means any act, failure to act, event, condition,
or occurrence which allows (but for any contrary provision of this Agreement), or which with the
giving of Notice or the passage of time, or both, would allow (but for any contrary provision of
this Agreement), Subordinate Lender to take an Enforcement Action.
Vista Breeze
Subordination and Intercreditor Agreement (FHFC)
(Vista Breeze / Construction Inflation Response Viability Funding / RFA 2023-211 / 2023-260V)
(Vista Breeze / SAIL / ELI / NHTF / RFA 2021-205 / 2022-159SN)
5
3. Loan Documents and Investor Conditions. Each of the Creditors represents and
warrants to the other Creditors that true, correct, and complete copies of all Loan Documents have been
furnished to each Creditor on or before the date of this Agreement.
The Borrower represents and warrants to the Creditors that every condition precedent to the
Investor Limited Partner's payment of the Initial Capital Contribution in full has been satisfied and that
the only conditions precedent to the disbursement of the Subsequent Capital Contributions are as set forth
in the Partnership Agreement (the "Investor Conditions"). The Borrower covenants and agrees not to
amend, restate, supplement or otherwise modify the Partnership Agreement, any of the Investor
Conditions, or any other provision governing or otherwise relating to, or affecting, the disbursement
and/or uses of any Capital Contributions without the prior written consent of each Creditor (except as and
to the extent such consent is not required by the terms of each Creditor's Loan Documents).
Notwithstanding the foregoing, the Partnership Agreement may be amended to admit substitute or
additional limited partners as permitted by and in accordance with the terms of the Senior Loan
Documents.
4. Approval of Plans and Related Construction Items. Each of the Creditors
acknowledges and agrees that they have received, reviewed, and approved each of the following items:
(a) The Draw Schedule and Budget;
(b) The plans and specifications, as amended through the date of this Agreement and
prepared by Brooks & Scarpa Architects, Inc. (the "Architect"), a list of which is attached to the
Construction Disbursement Agreement as Exhibit B-1 (the "Plans and Specifications");
(c) The Architecture Contract; and
(d) The Construction Contract.
Subordination of Subordinate Indebtedness.
(a) 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.
(b) Until the occurrence of a Senior Mortgage Default, Subordinate Lender will be
entitled to retain for its own account all payments made on account of the principal of and interest
on the Subordinate Indebtedness in accordance with the requirements of the Subordinate Loan
Documents; provided no such payment is made more than ten (10) days in advance of its due
date. However, immediately upon Subordinate Lender's receipt of Notice (as defined below) or
actual knowledge of a Senior Mortgage Default, Subordinate Lender will not accept any
payments on account of the Subordinate Indebtedness, and the provisions of Section 5(c) of this
Agreement will apply. 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.
(c) If (i) Subordinate Lender receives any payment, property, or asset of any kind or
in any form on account of the Subordinate Indebtedness (including any proceeds from any
Enforcement Action) after a Senior Mortgage Default of which Subordinate Lender has actual
Vista Breeze
Subordination and Intercreditor Agreement (FHFC)
(Vista Breeze / Construction Inflation Response Viability Funding / RFA 2023-211 / 2023-260V)
(Vista Breeze / SAIL / ELI / NHTF / RFA 2021-205 / 2022-159SN)
knowledge (or is deemed to have actual knowledge as provided in Section 5(b) above) or has
been given Notice, or (ii) Subordinate Lender receives, voluntarily or involuntarily, by operation
of law or otherwise, any payment, property, or asset in or in connection with any Bankruptcy
Proceeding, such payment, property, or asset will be received and held in trust for the Bank.
Subordinate Lender will promptly remit, in kind and properly endorsed as necessary, all such
payments, properties, and assets to the Bank for itself and on behalf of the Governmental Lender
and Fiscal Agent. The Bank 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 the Bank, Governmental Lender,
and Fiscal Agent determine in their sole and absolute discretion.
(d) Without limiting the complete subordination of the Subordinate Indebtedness to
the payment in full of the Senior Indebtedness, in any Bankruptcy Proceeding, upon any payment
or distribution (whether in cash, property, securities, or otherwise) to creditors (i) the Senior
Indebtedness will first be paid in full in cash before Subordinate Lender will be entitled to receive
any payment or other distribution on account of or in respect of the Subordinate Indebtedness,
and (ii) until all of the Senior Indebtedness is paid in full in cash, any payment or distribution to
which Subordinate Lender would be entitled but for this Agreement (whether in cash, property, or
other assets) will be made to the Bank, Governmental Lender, and Fiscal Agent, as applicable.
(e) The subordination of the Subordinate Indebtedness will continue if any payment
under the Senior Loan Documents (whether by or on behalf of Borrower, as proceeds of security
or enforcement of any right of set-off or otherwise) is for any reason repaid or returned to
Borrower or its insolvent estate, or avoided, set aside or required to be paid to Borrower, a
trustee, receiver or other similar party under any bankruptcy, insolvency, receivership or similar
law. In such event, any or all of the Senior Indebtedness originally intended to be satisfied will
be deemed to be reinstated and outstanding to the extent of any repayment, return, or other action,
as if such payment on account of the Senior Indebtedness had not been made.
6. Subordination of Subordinate Loan Documents.
(a) 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) The subordination of the Subordinate Loan Documents and of the Subordinate
Indebtedness will apply and continue notwithstanding (i) the actual date and time of execution,
delivery, recording, filing or perfection of each of the Senior Loan Documents and of each of the
Subordinate Loan Documents, (ii) the availability of any collateral to the Bank, Governmental
Lender, or Fiscal Agent, including the availability of any collateral other than the property and
Leasehold Interest encumbered by and described in the Security Instrument (the "Mortgaged
Property") and (iii) the amendment and restatement of the Construction Phase Project Loan Note
and any other Senior Loan Documents at Conversion (as defined in the Funding Loan
Agreement).
(c) By reason of, and without in any way limiting, the full subordination of the
Subordinate Indebtedness and the Subordinate Loan Documents provided for in this Agreement,
all rights and claims of Subordinate Lender under the Subordinate Loan Documents in or to all or
any portion of the Mortgaged Property are expressly subject and subordinate in all respects to the
Vista Breeze
Subordination and Intercreditor Agreement (FHFC)
(Vista Breeze / Construction Inflation Response Viability Funding / RFA 2023-211 / 2023-260V)
(Vista Breeze / SAIL / ELI / NHTF / RFA 2021-205 / 2022-159SN)
rights and claims of the Bank, Governmental Lender, and Fiscal Agent under the Senior Loan
Documents in or to the Mortgaged Property.
(d) If Subordinate Lender, by indemnification, subrogation or otherwise, acquires
any lien, estate, right or other interest in any of the Mortgaged Property, then that lien, estate,
right or other interest will be fully subject and subordinate to the receipt by Bank, Governmental
Lender, and Fiscal Agent 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.
(e) Notwithstanding the foregoing, such subordination shall not derogate or
otherwise limit Subordinate Lender's rights, following an event of default under the Subordinate
Loan Documents to (a) compute interest on all amounts due and payable under the Subordinate
Loans at the default rate described in the Subordinate Loan Documents, (b) compute cash flow
payment, prepayment premiums and late charges, (c) enforce against any person, other than
Borrower and any guarantors or indemnitors under the Senior Loan Documents, any guaranty of
the obligations of Borrower under the Subordinate Loans or (d) seek specific performance to
enforce the obligations, covenants and agreements of the Borrower contained in the Land.
Disbursement of Loans.
(a) Total Development Costs and Sources of Funds. The Creditors and the Borrower
acknowledge and agree that the total development costs of the Project, including reserves and escrows
required by the Loan Documents and/or the Partnership Agreement (the "Total Development Costs") are
equal to $65,569,446, and are more particularly set forth in the Draw Schedule and Budget. The Total
Development Costs shall be funded from the following sources at the times and in the amounts set forth in the
Draw Schedule and Budget, as the same may be amended from time to time with the prior written consent of
the Creditors:
(i) Capital Contributions of $26,310,928;
(ii) the Construction Phase Project Loan in the amount of $32,500,000;
(iii) the Viability Loan in the amount of $4,300,000;
(iv) the SAIL Loan in the amount of $3,000,000;
(v) the ELI Loan in the amount of $600,000;
(vi) the NHTF Loan in the amount of $1,301,500;
(vii) the Surtax Loan in the amount of $5,950,000; and
(viii) the HOME Loan in the amount of $1,003,969.
Disbursements of the funds listed above available to fund the Total Development Costs shall be made in
accordance with the Draw Schedule and Budget and in accordance with the Loan Documents and Partnership
Agreement, as appropriate, except as the Loan Documents and the Partnership Agreement may be superseded
or modified by the terms of this Agreement.
(b) Capital Contributions.
(i) The Initial Capital Contribution is to be advanced to the Borrower at Initial
Closing for the purposes set forth in the Draw Schedule and Budget and for
no other purposes without the prior written consent of the Creditors. No
Vista Breeze
Subordination and Intercreditor Agreement (FHFC)
(Vista Breeze / Construction Inflation Response Viability Funding / RFA 2023-211 / 2023-260V)
(Vista Breeze / SAIL / ELI / NHTF / RFA 2021-205 / 2022-159SN)
8
portion of the Loans shall be disbursed prior to disbursement in full of the
Initial Capital Contribution.
(ii) The Investor Limited Partner intends to advance the Subsequent Capital
Contributions to the Borrower at the times and in the amounts required by
the Partnership Agreement. The Borrower and Creditors acknowledge and
agree that the "Third Installment" (as such term is defined in the
Partnership Agreement) of the Subsequent Capital Contribution shall be
applied to the payment of the Construction Phase Project Loan before
being used for any other purpose.
(c) Manner of Disbursement of Loans.
(i) The Bank and the Subordinate Lender agree that each of the Construction
Phase Project Loan, the Viability Loan, the SAIL Loan, the ELI Loan, and
the NHTF Loan shall be disbursed in accordance with the terms of and
provisions of the Construction Phase Project Loan Documents, the Viability
Loan Documents, the SAIL Loan Documents, the ELI Loan Documents,
and the NHTF Loan Documents, respectively.
8. Priorities.
(a) The Creditors and the Borrower acknowledge and agree that (i) that the Security
Instrument shall constitute a first lien on the Project and the other collateral described therein
senior to all of the Subordinate Lender's liens; (ii) the Viability Mortgage shall constitute a
second lien on the Project and other collateral described therein; (iii) the SAIL Mortgage shall
constitute a third lien on the Project and other collateral described therein; (iv) the ELI Mortgage
shall constitute a fourth lien on the Project and other collateral described therein; (v) the NHTF
Mortgage shall constitute a fifth lien on the Project and other collateral described therein; (vi) the
mortgage securing the Surtax Loan shall constitute a sixth lien on the Project and other collateral
described therein; (vii) the mortgage securing the HOME Loan shall constitute a seventh lien on
the Project and other collateral described therein; and (viii) the mortgage securing the HACMB
Loan shall constitute an eighth lien on the Project and other collateral described therein. The
order of lien priority set forth in this Section 8(a) shall govern not only the distribution of
proceeds of any sale (except as provided in Section 8(c) below), transfer or other liquidation of
any collateral, whether by foreclosure or otherwise and any and all rents and other profits
attributable to the collateral, but also the distribution of proceeds from any casualty or other
insurance covering all or any portion of the collateral and any and all condemnation awards
relating to all or any portion of the collateral (collectively, the "Proceeds"). The Creditors agree
to execute and deliver, at the Borrower's expense, such confinnations and other agreements as
any Creditor or Borrower may reasonably request to effect, confirm and ratify the lien priorities
set forth in this Section 8(a). Notwithstanding the foregoing, the Creditors and the Borrower
acknowledge and agree that the Investor Equity Pledge grants to Bank, solely in its capacity as
the initial funding lender of the Construction Phase Project Loan, a first priority lien on, security
interest in, and assignment of the Capital Contributions. The Creditors and the Borrower
acknowledge and agree that the Initial Capital Contribution and the Subsequent Capital
Contributions constitute a portion of the Collateral under the Investor Equity Pledge (the
"Borrower Collateral") until such funds are used by the Borrower for the Project in accordance
with the Draw Schedule and Budget.
Vista Breeze
Subordination and Intercreditor Agreement (FHFC)
(Vista Breeze / Construction Inflation Response Viability Funding / RFA 2023-211 / 2023-260V)
(Vista Breeze / SAIL / ELI / NHTF / RFA 2021-205 / 2022-159SN)
9
(b) The Creditors agree that this Agreement shall determine control and application
of any Proceeds, except that the Borrower Collateral shall be under the sole dominion and control
of Bank, solely in its capacity as the initial funding lender of the Construction Phase Project
Loan, until such time as all obligations, liabilities and indebtedness of the Borrower under and in
connection with the Construction Phase Project Loan are paid in full.
(c) The Creditors shall have joint control of any Proceeds.
(i) If the Creditors jointly agree that the Proceeds shall be applied to restore
the Project, such Proceeds will be made payable solely to the Bank and then
disbursed, as construction draws, to the Borrower for restoration in accordance
with any modifications to the Plans and Specifications jointly approved by the
Creditors.
(ii) If the Creditors jointly agree not to apply the Proceeds to the restoration
of the Project, such Proceeds will be made payable jointly to the Creditors and
then distributed, to the extent such Proceeds are available, as provided according
to the lien priorities set forth in Section 8(a) above.
(iii) If the Creditors do not agree on whether to apply the Proceeds to
restoration of the Project or to repayment of the respective Loans, then the
Creditor desiring to apply the Proceeds to restoration shall have the right upon
ten business days' written notice to the other Creditors to purchase at par the
Loan of the Creditor or Creditors electing not to apply the Proceeds to
restoration, and to receive an assignment of the selling Creditor's or Creditors'
right to the Proceeds; and failing any such purchase, the Proceeds shall be
applied as provided for in Section 8(a) hereof.
9. Additional Representations and Covenants.
(a) Subordinate Lender represents and warrants that each of the following is true:
(i) Subordinate Lender is now the owner and holder of the Subordinate
Loan Documents;
(ii) The Subordinate Loan Documents are now in full force and effect;
(iii) The executed Subordinate Loan Documents are substantially in the same
forms as those submitted to, and approved by, the Bank prior to the date of this
Agreement, and have not been modified or amended;
(iv) No Subordinate Mortgage Default has occurred;
(v) The current unpaid maximum principal balance of the Subordinate
Indebtedness to be drawn (i) under the Viability Loan is $4,300,000; (ii) under
the SAIL Loan is $3,000,000; (iii) under the ELI Loan is $600,000; and (iii)
under the NHTF Loan is $1,301,500;
Vista Breeze
Subordination and Intercreditor Agreement (FHFC)
(Vista Breeze / Construction Inflation Response Viability Funding / RFA 2023-211 / 2023-260V)
(Vista Breeze / SAIL / ELI / NHTF / RFA 2021-205 / 2022-159SN)
10
(vi) No scheduled annual payments under the Subordinate Notes have been
or will be prepaid; and
(vii) None of the rights of Subordinate Lender under any of the Subordinate
Loan Documents are subject to the rights of any third parties, by way of
subrogation, indemnification or otherwise.
(b) Without the prior written consent of the Bank, Governmental Lender, and Fiscal
Agent in each instance, Subordinate Lender agrees it will not do any of the following:
(i) Amend, modify, waive, extend, renew, or replace any provision of any of
the Subordinate Loan Documents;
(ii) Pledge, assign, transfer, convey, or sell any interest in the Subordinate
Indebtedness or any of the Subordinate Loan Documents;
(iii) Accept any payment on account of the Subordinate Indebtedness other
than a regularly scheduled payment of interest or principal and interest made no
earlier than ten (10) days prior to its due date;
(iv) Take any action which has the effect of increasing the Subordinate
Indebtedness;
(v) Appear in, defend or bring any action to protect Subordinate Lender's
interest in the Mortgaged Property;
(vi) Take any action, as the lender under the Subordinate Loan Documents,
concerning environmental matters affecting the Mortgaged Property; or
(vii) Not accelerate any of the Borrower's obligations under the Subordinate
Loan Documents, commence foreclosure proceedings with respect to the
Mortgaged Property, collect Rents, appoint (or seek the appointment of) a
receiver or institute any other collection or Enforcement Action.
(c) Subordinate Lender will deliver to Bank, Governmental Lender, and Fiscal Agent
a copy of each Notice received or delivered by Subordinate Lender pursuant to the Subordinate
Loan Documents or in connection with the Subordinate Indebtedness, promptly after Subordinate
Lender's delivery or receipt of such Notice. Bank, Governmental Lender, and Fiscal Agent, as
applicable, will deliver to Subordinate Lender a copy of each Notice of a Senior Mortgage
Default delivered to Borrower by Bank, Governmental Lender, or Fiscal Agent. Neither giving
nor failing to give a Notice to Bank, Governmental Lender, Fiscal Agent, or Subordinate Lender
pursuant to this Section 9(c) will affect the validity of any Notice given by the Bank,
Governmental Lender, Fiscal Agent, or Subordinate Lender to Borrower, as between Borrower
and such of Bank, Governmental Lender, Fiscal Agent, or Subordinate Lender as provided the
Notice to Borrower.
(d) Without the prior written consent of Bank, Governmental Lender, and Fiscal
Agent in each instance, Subordinate Lender will not commence, or join with any other creditor in
commencing, any Bankruptcy Proceeding. In the event of a Bankruptcy Proceeding, Subordinate
Vista Breeze
Subordination and Intercreditor Agreement (FHFC)
(Vista Breeze / Construction Inflation Response Viability Funding / RFA 2023-211 / 2023-260V)
(Vista Breeze / SAIL / ELI / NHTF / RFA 2021-205 / 2022-159SN)
11
Lender will not vote affirmatively in favor of any plan of reorganization or liquidation unless
Bank, Governmental Lender, and Fiscal Agent have also voted affrrrnatively in favor of such
plan. In the event of any Bankruptcy Proceeding, Subordinate Lender will not contest the
continued accrual of interest on the Senior Indebtedness, in accordance with and at the rates
specified in the Senior Loan Documents, both for periods before and for periods after the
commencement of such Bankruptcy Proceedings.
(e) 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 the Bank, Governmental Lender, and Fiscal Agent, as
applicable. All original policies of insurance required pursuant to the Senior Loan Documents
will be held by Bank, Governmental Lender, and Fiscal Agent, as applicable. Nothing in this
Section 9(e) 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. Subordinate Lender shall submit the following items to Bank the later of (i)
ten (10) Banking Days after the date on which the proceeds of the Subordinate Loans are
disbursed to Borrower, and (ii) the effective date of the Senior Loan Documents: a complete set
of the fully executed Subordinate Loan Documents to be true, correct and complete.
apply:
(f) In the event of a Condemnation or a Casualty, all of the following provisions will
(i) The rights of Subordinate Lender, solely in its capacity as the lender
under the Subordinate Loan Documents, to participate in any proceeding or
action relating to a Condemnation or a Casualty, or to participate or join in any
settlement of, or to adjust, any claims resulting from a Condemnation or a
Casualty, will be and remain subordinate in all respects to Bank's, Governmental
Lender's, and Fiscal Agent's respective rights under the Senior Loan Documents
with respect thereto, and Subordinate Lender will be bound by any settlement or
adjustment of a claim resulting from a Condemnation or a Casualty made by
Bank, Governmental Lender, or Fiscal Agent;
(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 detennined by Bank, Governmental Lender, and Fiscal Agent,
as applicable, in their sole discretion;
(iii) If Bank, Governmental Lender, and Fiscal Agent apply or release Loss
Proceeds for the purposes of Restoration of the Mortgaged Property, then
Subordinate Lender will release for such purpose all of its right, title and interest,
if any, in and to such Loss Proceeds. If Bank, Governmental Lender, and Fiscal
Agent hold Loss Proceeds, or monitor the disbursement thereof, Subordinate
Lender will not do so. Nothing contained in this Agreement will be deemed to
require Bank, Governmental Lender, or Fiscal Agent to act for or on behalf of
Subordinate Lender in connection with any Restoration or to hold or monitor any
Vista Breeze
Subordination and Intercreditor Agreement (FHFC)
(Vista Breeze / Construction Inflation Response Viability Funding / RFA 2023-211 / 2023-260V)
(Vista Breeze / SAIL / ELI / NHTF / RFA 2021-205 / 2022-159SN)
12
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 Bank,
Governmental Lender, or Fiscal Agent; and
(iv) If Bank, Governmental Lender, and Fiscal Agent elect 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 frill of the entire
Senior Indebtedness, any remaining Loss Proceeds held by Bank, Governmental
Lender, or Fiscal Agent will be paid to Subordinate Lender unless another party
has asserted a claim to the remaining Loss Proceeds.
(g) Subordinate Lender will enter into attornment and non -disturbance agreements
with all tenants under commercial or retail Leases, if any, to whom Bank, Governmental Lender,
and Fiscal Agent have granted attornment and non -disturbance, on the same terms and conditions
given by Bank, Governmental Lender, and Fiscal Agent.
(h) Except as provided in this Section 9(h), and regardless of any contrary provision
in the Subordinate Loan Documents, Subordinate Lender will not collect payments for the
purpose of escrowing for any cost or expense related to the Mortgaged Property or for any portion
of the Subordinate Indebtedness. However, if Bank, Governmental Lender, and Fiscal Agent are
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.
(i) Within ten (10) days after request by Bank, Governmental Lender, or Fiscal
Agent, Subordinate Lender will furnish such party 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 Bank, Governmental Lender, or Fiscal Agent may request.
0) Bank, Governmental Lender, or Fiscal Agent, as applicable, may amend, waive,
postpone, extend, renew, replace, reduce or otherwise modify any provision of any of the Senior
Loan Documents without the necessity of obtaining the consent of or providing Notice to
Subordinate Lender, and without affecting any of the provisions of this Agreement.
Notwithstanding the foregoing, none of Bank, Governmental Lender, or Fiscal Agent may modify
any provision of the Senior Loan Documents that increases the Senior Indebtedness, increases the
interest rate, or extends the term, except (A) as set forth in the Senior Loan Documents and (B)
for increases in the Senior Indebtedness that result from advances made by Bank, Governmental
Lender, or Fiscal Agent to protect the security or lien priority of Bank, Governmental Lender, or
Fiscal Agent under the Senior Loan Documents or to cure defaults under the Subordinate Loan
Documents.
10. Default Under Loan Documents.
(a) Bank, Governmental Lender, and Fiscal Agent will have the right, but not the
obligation, to cure any Subordinate Mortgage Default, until such time, if ever, as Bank,
Governmental Lender, or Fiscal Agent delivers to Subordinate Lender Bank's, Governmental
Vista Breeze
Subordination and Intercreditor Agreement (FHFC)
(Vista Breeze / Construction Inflation Response Viability Funding / RFA 2023-211 / 2023-260V)
(Vista Breeze / SAIL / ELI / NHTF / RFA 2021-205 / 2022-159SN)
13
Lender's or Fiscal Agent's, as applicable, Notice of written consent to the Enforcement Action so
chosen by Subordinate Lender. None of Bank, Governmental Lender, or Fiscal Agent will be
subrogated to the rights of Subordinate Lender under the Subordinate Loan Documents by reason
of Bank, Governmental Lender, or Fiscal Agent having cured any Subordinate Mortgage Default.
However, Subordinate Lender acknowledges that all amounts advanced or expended by Bank,
Governmental Lender, or Fiscal Agent 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) Bank, Governmental Lender, and Fiscal Agent, as applicable, will deliver to
Subordinate Lender a copy of any Notice sent by Bank, Governmental Lender, or Fiscal Agent to
Borrower of a Senior Mortgage Default within five (5) Banking Days of sending such Notice to
Borrower. Failure of Bank, Governmental Lender, or Fiscal Agent to send Notice to Subordinate
Lender will not prevent the exercise of Bank's, Governmental Lender's, or Fiscal Agent's rights
and remedies under the applicable Senior Loan Documents. Subordinate Lender will have the
right, but not the obligation, to cure any monetary Senior Mortgage Default within thirty (30)
days following the date of such Notice; provided, however, that Bank, Governmental Lender, and
Fiscal Agent will be entitled during such 30-day period to continue to pursue its remedies under
the Senior Loan Documents.
Subordinate Lender may, within ninety (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 by the Senior Loan Documents. If such a non -monetary Senior
Mortgage Default creates an unacceptable level of risk relative to the Mortgaged Property, or
Bank's, Governmental Lender's, or Fiscal Agent's secured position relative to the Mortgaged
Property, as determined by Bank, Governmental Lender, and Fiscal Agent, as applicable, each in
its sole discretion, then during such 90-day period Bank, Governmental Lender, or Fiscal Agent
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. Subordinate Lender
will not be subrogated to the rights of Bank, Governmental Lender, or Fiscal Agent under the
Senior Loan Documents by reason of Subordinate Lender having cured any Senior Mortgage
Default. However, Bank, Governmental Lender, and Fiscal Agent acknowledge that all amounts
paid by Subordinate Lender to Bank, Governmental Lender, or Fiscal Agent 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 applicable Subordinate Mortgage. Notwithstanding anything in
this Section 10(b) to the contrary, Subordinate Lender's right to cure any Senior Mortgage
Default will terminate immediately upon the occurrence of any Bankruptcy Proceeding.
(c) In the event of a Subordinate Mortgage Default, Subordinate Lender will not
commence any Enforcement Action until (i) after Subordinate Lender has delivered to Bank,
Governmental Lender, and Fiscal Agent an Enforcement Action Notice with respect to such
Enforcement Action, and (ii) Bank, Governmental Lender, and Fiscal Agent have delivered to
Subordinate Lender Bank's, Governmental Lender's, and Fiscal Agent's respective written
consents to such Enforcement Action by Subordinate Lender, provided that 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 Subordinate Loan
Documents, subject to Bank's, Governmental Lender's, and Fiscal Agent's right to cure a
Subordinate Mortgage Default set forth in Section 10(a). Bank, Governmental Lender, and Fiscal
Agent will advise Subordinate Lender whether Bank, Governmental Lender, and Fiscal Agent
Vista Breeze
Subordination and Intercreditor Agreement (FHFC)
(Vista Breeze / Construction Inflation Response Viability Funding / RFA 2023-211 / 2023-260V)
(Vista Breeze / SAIL / ELI / NHTF / RFA 2021-205 / 2022-159SN)
14
consent to the Enforcement Action by Subordinate Lender within ninety (90) days following
Bank's, Governmental Lender's, and Fiscal Agent's receipt of the Enforcement Action Notice
(failure of Bank, Governmental Lender, or Fiscal Agent to provide written consent to the
Enforcement Action within such 90-day period constitutes such party's refusal of such consent).
Subordinate Lender acknowledges that each of Bank, Governmental Lender, and Fiscal Agent
may grant or refuse consent to Subordinate Lender's Enforcement Action in Bank's,
Governmental Lender's, or Fiscal Agent's, as applicable, sole and absolute discretion. Any
Enforcement Action on the part of Subordinate Lender will be subject to the provisions of this
Agreement. Subordinate Lender acknowledges that the provisions of this Section 10(c) are fair
and reasonable under the circumstances, that Subordinate Lender has received a substantial
benefit from Bank, Governmental Lender, and Fiscal Agent having granted its consent to the
applicable Subordinate Mortgage, and that Bank, Governmental Lender, and Fiscal Agent would
not have granted such consent without the inclusion of these provisions in this Agreement.
(d) Each of Bank, Governmental Lender, and Fiscal Agent may pursue all rights and
remedies available to them under the Senior Loan Documents, at law, or in equity, regardless of
any Enforcement Action Notice or Enforcement Action by Subordinate Lender. No action or
failure to act on the part of Bank, Governmental Lender, or Fiscal Agent in the event of a
Subordinate Mortgage Default or commencement of an Enforcement Action will constitute a
waiver on the part of Bank, Governmental Lender, or Fiscal Agent of any provision of the Senior
Loan Documents or this Agreement.
(e) If the Enforcement Action taken by Subordinate Lender is the appointment of a
receiver for any of the Mortgaged Property, all of the Rents, issues, profits and proceeds collected
by the receiver will be paid and applied by the receiver solely to and for the benefit of Bank,
Governmental Lender, and Fiscal Agent until the Senior Indebtedness will have been paid in full.
(f) Subordinate Lender consents to and authorizes the release by Bank,
Governmental Lender, and Fiscal Agent 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 (i) in connection with the
release of all or any portion of the Mortgaged Property, (ii) to require the separate sale of any
portion of the Mortgaged Property, (iii) to require Bank, Governmental Lender, or Fiscal Agent 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, or (iv) to
require Bank, Governmental Lender, or Fiscal Agent 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 each of
Bank, Governmental Lender, and Fiscal Agent determines. Subordinate Lender consents to and
authorizes, at the option of Bank, Governmental Lender, and Fiscal Agent, the sale, either
separately or together, of all or any portion of the Mortgaged Property. Bank, Governmental
Lender, and Fiscal Agent acknowledge that without Notice to Subordinate Lender and without
affecting any of the provisions of this Agreement, Bank, Governmental Lender, and Fiscal Agent
may (i) extend the time for or waive any payment or performance under the Senior Loan
Documents; (ii) modify or amend in any respect any provision of the Senior Loan Documents;
and (iii) modify, exchange, surrender, release, and otherwise deal with any additional collateral
for the Senior Indebtedness. Notwithstanding the foregoing and as set forth in Section 9(i), Bank,
Vista Breeze
Subordination and Intercreditor Agreement (FHFC)
(Vista Breeze / Construction Inflation Response Viability Funding / RFA 2023-211 / 2023-260V)
(Vista Breeze / SAIL / ELI / NHTF / RFA 2021-205 / 2022-159SN)
15
Governmental Lender, and Fiscal Agent may not modify any provision of the Senior Loan
Documents that increases the Senior Indebtedness, except (A) as set forth in the Senior Loan
Documents and (B) for increases in the Senior Indebtedness that result from advances made by
Bank, Governmental Lender, or Fiscal Agent to protect the security or lien priority of Bank,
Governmental Lender, or Fiscal Agent under the Senior Loan Documents or to cure defaults
under the Subordinate Loan Documents.
(g) If any party other than Borrower (including Bank, Governmental Lender, or
Fiscal Agent) acquires title to any of the Mortgaged Property pursuant to a foreclosure of, or
trustee's sale or other exercise of any power of sale under, the Senior Mortgage conducted in
accordance with applicable law, the lien, operation, and effect of the Subordinate Mortgages and
other Subordinate Loan Documents automatically will terminate with respect to such Mortgaged
Property.
(h) Each Subordinate Lender agrees that in the event the Bank waives a Senior
Mortgage Default and continues to make advances under the Senior Loan Documents, each
Subordinate Lender will continue to make advances of their respective Subordinate Loan
notwithstanding such Senior Mortgage Default.
11. Notice of Default; Rights and Remedies.
(a) Until the completion of construction of the Project and disbursement in full of
each Loan and the Capital Contributions, each of the Creditors agree to send copies of all default
notices sent by that Creditor to the Borrower to the other Creditors at the same time it sends any
such default notice to the Borrower, but any Creditor's failure to provide such notice to the other
Creditors shall not preclude that Creditor issuing the default notice from exercising its rights and
remedies under and in accordance with its Loan Documents and applicable laws; provided,
however, that the exercise of all such rights and remedies shall be subject in all respects to the
terms and conditions of this Agreement.
(b) The Creditors and the Borrower acknowledge and agree that an Event of Default,
after any applicable notice and cure periods, under any of the Loans or the Partnership Agreement
may, at the discretion of the applicable Creditor or Investor Limited Partner, constitute a default
under all of the Loans.
(c) The Borrower agrees to give each of the Creditors copies of any written notice
received by the Borrower stating that the Investor Limited Partner will delay, reduce, withhold or
refuse to make payment of any Capital Contributions as and when required by the Partnership
Agreement, including, without limitation the failure or inability of the Borrower to satisfy any of
the Investor Conditions. The Borrower agrees that the occurrence of any such event or failure or
inability to satisfy any such Investor Condition as and when required shall constitute an
immediate default under each of the Loans unless the Investor Limited Partner waives such
Investor Condition in writing within ten (10) business days of its occurrence.
(d) The Borrower acknowledges and agrees that the failure of the Borrower to
perform, observe or comply with any of the covenants and agreements contained in this
Agreement shall constitute an immediate event of default under all of the Loan Documents.
12. Miscellaneous Provisions.
Vista Breeze
Subordination and Intercreditor Agreement (FHFC)
(Vista Breeze / Construction Inflation Response Viability Funding / RFA 2023-211 / 2023-260V)
(Vista Breeze / SAIL / ELI / NHTF / RFA 2021-205 / 2022-159SN)
16
(a) If there is any conflict or inconsistency between the terms of the Subordinate
Loan Documents and the terns of this Agreement, then the terms of this Agreement will control.
(b) This Agreement will be binding upon and will inure to the benefit of the
respective legal successors and permitted assigns of the parties hereto, including, any subsequent
holder of the Senior Indebtedness.
(c) This Agreement does not constitute an approval by Bank, Governmental Lender,
or Fiscal Agent of the terms of the Subordinate Loan Documents.
(d) Nothing in this Agreement or in any of the Senior Loan Documents or
Subordinate Loan Documents will be deemed to constitute Bank, Governmental Lender, or Fiscal
Agent as a joint venturer or partner of Subordinate Lender.
(e) Upon Notice from Bank, Governmental Lender, or Fiscal Agent, Subordinate
Lender will execute and deliver such additional instruments and documents, and will take such
actions, as are required by Bank, Governmental Lender, or Fiscal Agent in order to further
evidence or implement the provisions and intent of this Agreement.
13. Payment and Performance Bonds. The Creditors acknowledge and agree that each of
them may have been named as a dual obligee under the payment and performance bonds issued in
connection with the Project, as their respective interests may appear. The liens and claims of the Creditors
on the proceeds of the bonds shall be in the same order and manner as the lien priorities governing the
Project. The other Creditors agree that until such time as the Construction Phase Project Loan has been
paid in full, the Bank is hereby authorized and empowered to take any and all actions and exercise any
and all rights relating to such bonds. The Bank agrees to consult with the other Creditors in good faith
with respect to all proposed actions relating to the bonds, but if the Creditors are unable to reach a
mutually acceptable agreement as to any proposed action, the Bank shall determine the action to be taken
and shall notify the other Creditors in writing of any such action to be taken.
14. Addresses for Notice. All notices, demands, requests or other communications to be
sent by one party to the other hereunder or required by law (collectively, "Notices", and singly, a
"Notice") shall be in writing and shall be deemed to have been validly given or served by delivery
of same in person to the addressee or by depositing same in United States mail, postage prepaid,
registered or certified mail, return receipt requested, or by overnight courier services, addressed as
follows:
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
Vista Breeze
Subordination and Intercreditor Agreement (FHFC)
(Vista Breeze / Construction Inflation Response Viability Funding / RFA 2023-211 / 2023-260V)
(Vista Breeze / SAIL / ELI / NHTF / RFA 2021-205 / 2022-159SN)
17
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
500 Grant Street, Suite 2500
Pittsburgh, Pennsylvania 15219
Attention: Michael H. Syme
If to Bank:
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.
NCI-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:
Florida Housing Finance Corporation
227 N. Bronough Street, Suite 5000
Tallahassee, Florida 32301-1329
Vista Breeze
Subordination and Intercreditor Agreement (FHFC)
(Vista Breeze / Construction Inflation Response Viability Funding / RFA 2023-211 / 2023-260V)
(Vista Breeze / SAIL / ELI / NHTF / RFA 2021-205 / 2022-159SN)
18
Attention: Executive Director
with a copy to:
Weiss Serota Helfman Cole + Bierman
2800 Ponce de Leon Blvd., Suite 1200
Coral Gables, FL 33134
Attention: Maria Victoria Currais, Esq.
15. Termination. This Agreement shall automatically terminate upon repayment in full of
the Construction Phase Project Loan.
16. Governing Law. This Agreement shall for all purposes be governed by and construed in
accordance with the laws of the State of Florida, and in the event any provision of this Agreement shall be
determined to be unenforceable under or contrary to the laws of the State of Florida, the remaining
provisions hereof shall continue to be in full force and effect.
17. Captions. Section headings are inserted for the convenience and reference only and shall
be disregarded in construing or interpreting any of the Agreement's provisions.
18. Counterparts. This Agreement may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so executed and delivered shall be
deemed to be an original and all of which taken together shall constitute but one and the same instrument.
19. Illegality. If any provision or remedy set forth in this Agreement for any reason shall be
held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision or remedy of this Agreement and this Agreement shall be construed as
if such invalid, illegal or unenforceable provision or remedy had never been set forth herein, but only to
the extent of such invalidity, illegality or unenforceability.
20. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit
of the parties hereto, and their respective heirs, personal representatives, successors and assigns.
21. No Third -Party Beneficiary. The Borrower shall not be a third -party beneficiary of the
agreements contained herein by and among the Creditors.
22. List of Exhibits:
Exhibit A - Legal Description
Exhibit B - Draw Schedule and Budget
[SIGNATURE AND NOTARY PAGES TO FOLLOW]
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Vista Breeze
Subordination and Intercreditor Agreement (FHFC)
(Vista Breeze / Construction Inflation Response Viability Funding / RFA 2023-211 / 2023-260V)
(Vista Breeze / SAIL / ELI / NHTF / RFA 2021-205 / 2022-159SN)
19
IN WITNESS WHEREOF, the parties hereto, acting by their duly authorized officers, have
executed and delivered this Agreement as of the day and year written below.
BANK OF AMERICA, N.A.,
a national banking association
Ou4julk'.
By:
Cassandra Silvern 1
Senior Vice Presi ent
STATE OF TEXAS
COUNTY OF HARRIS )
The foregoing instru nt was acknowledged before me by means of la' physical presence or ❑
online notarization, this _day o%LIawetfrber; 2023 by Cassandra Silvernail, as Senior Vice
President of Bank of America, N.A., a national banking association, o eha f sai
Publi State o exa
� st2
Print, Type or Stamp Nam
Personally Known or Produced Identification,
Type of Identification Produced ^�y US l.r cCh*,
EEML
ONATHEN LOPEZ Public, Stateof Texas. Expires 09-23 2026
tary ID 13398224
Vista Breeze
Subordination and Intercreditor Agreement (FHFC)
(Vista Breeze / Construction Inflation Response Viability Funding / RFA 2023-211 / 2023-260V)
(Vista Breeze / SAIL / ELI / NHTF / RFA 2021-205 / 2022-159SN)
S-1
WITNESS OR ATTEST:
2-.z' e�
Name:
e �tj"l
Name:
STATE OF FLORIDA
SUBORDINATE LENDER:
FLORIDA HOUSING FINANCE CORPORATION, a
public corporation and a public body corporate and
politic duly created and existing under the laws of the
State of Florida
By: —Ty�w=�" 4, �="
Melissa Levy
Managing Director of Multifamily Programs
COUNTY OF.L1 )
L eol^f
The foregoing instrument was acknowledged before me by means of ff physical presence or ❑
online notarization, this %'7 %` day of November, 2023, by Melissa Levy, as Managing Director of
Multifamily Programs of the Florida Housing Finance Corporation, a public corporation and a public
body corporate and politic duly created and existing under the law of the State of F for*da
Notar Public, State of Florida
�'•� _ Print, Type or Stamp Name
MY COMMISSION = personall Known or Produced Identification
EXPIRES Ji-26-2027
sT o�
&''°ss!ory ivuMe�R''
Y
Type of Identification Produced
Vista Breeze
Subordination and Intercreditor Agreement (FHFC)
(Vista Breeze / Construction Inflation Response Viability Funding / RFA 2023-211 / 2023-260V)
(Vista Breeze / SAIL / ELI / NHTF / RFA 2021-205 / 2022-159SN)
S-2
CONSENT OF BORROWER
Borrower acknowledges receipt of a copy of this Subordination and Intercreditor Agreement, dated as of
the date first written above, by Bank of America, N.A. and the Florida Housing Finance Corporation, 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. -
Name �Z�I�tr�. I.,l�,- •vt_�
VISTA BREEZE, LTD.,
a Florida limited partnership
Name:By
_
STATE OF FLORIDA
COUNTY OF tit tuh� i-Dc.r1v )
APC Vista Breeze, LLC,
a Florida limited liability company,
its managing general partner
//,4,e
Yicn eth a I President
The foregoing instrument was acknowledged before me by means of ysical presence
or ❑ online notarization, this 2 k 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.
Notary Public State of FlAda
Re�" ij-�:r"vLe,Z
Print, Type or Stamp Name
Personally Known I ----or Produced Identification.
Type of Identification Produced
Notary Pub lie State of Florida
Rebeca Martinez
W-q
IIII M HH 213601ion
Exp. 1/a/2o2s
Em�
Vista Breeze
Subordination and Intercreditor Agreement (FHFQ
Viability / ELI / SAIL / NHTF / RFA 2021-205 / 2022-159SN
S-3
CONSENT OF FISCAL AGENT
Fiscal Agent acknowledges receipt of a copy of this Subordination and Intercreditor Agreement, dated as
of the date first written above, by Bank of America, N.A. and the Florida Housing Finance Corporation,
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:
l� • 4nie A. Greene tthews
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 2zth 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.
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. SORWNO
Notary Public
State of Florida
Comm# HiMUS43
Nib Expires 8/16/2027
Vista Breeze
Subordination and Intercreditor Agreement (FHFC)
(Vista Breeze / Construction Inflation Response Viability Funding / RFA 2023-211 / 2023-260V)
(Vista Breeze / SAIL / ELI / NHTF / RFA 2021-205 / 2022-159SN)
S-4
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.
Vista Breeze
Subordination and Intercreditor Agreement (FHFC)
(Vista Breeze / Construction Inflation Response Viability Funding / RFA 2023-211 / 2023-260V)
(Vista Breeze / SAIL / ELI / NHTF / RFA 2021-205 / 2022-159SN)
Ex A-1
EXHIBIT B
DRAW SCHEDULE AND BUDGET
[See Attached]
Vista Breeze
Subordination and Intercreditor Agreement (FHFC)
(Vista Breeze / Construction Inflation Response Viability Funding / RFA 2023-211 / 2023-260V)
(Vista Breeze / SAIL / ELI / NHTF / RFA 2021-205 / 2022-159SN)
Ex B-1
Vista Breeze MASTER
Project Setup
Vista Breeze - Miami Beach, FL
Project Setup
Project Name
Vista Breeze
City
Miami Beach
County, Slate
Miami -Dade County, FL
Stale
FL
Ownership Entity
Vista Breeze Ltd,
Development Manager
Michelle Feigenbaum
Development Accountant
Mila ros Medrano
Bond Deal
Yes
Credit Rate
4,00 %
Building Type
Mid Rise 4
Project Type
New Construction
Qualifying Program
Average Income
Demographic
Elderly
Income Type
% Units
% SF
% Income
ELI
0.0%
0%
0%
PBV
100.0%
100%
100%
LI
0.0%
0%
0%
WKFC
0.0%
0%
0%
MKT
0.0%
0%
0%
Total
100.0%
100.0%
100.0%
11-ease-up Information
# of Occupancies upon Initial C/O 20
# of Occupancies per Month 20
MILESTONE
DATE - DURATION CUMULATIVE
Predevelopmenl Start
Dec-21
Months
Months.
Closing
Dec-23
Construction Start
Dec-23
0
0
First Building TCO
Feb-25
14
14
Last Building TCO
Feb-25
0
14
100% Complete
Mar-25
1
15
100% Occupied
Aug-25
6
20
Conversion to Perm L
Dec-25
4
24
Equity Stabilization
Dec-25
4
24
Final Eqully/8609
Jan-26
1
25
End of Compliance Pe
Feb-40
180
0
of Affordable Housing Units 1 100.0
Units
Count
SF
UA
Studio
1 Bedroom
2 Bedroom
3 Bedroom
4 Bedroom
5 Bedroom
119
408
133
Credit Delivery Schedule. -
2025 $1,674,152
2026 $2,671,161
2027 $2,671,161
BR Type
# of Units
Income Type
Net SF
Income Limit
2023 FMR Rent
Net Rent
Total Rent Annual
; Rent P.S.F.
Studio - NHTF Unit
5
PBV
405
22%
$1,498
$1,365
81,912
$3.37
Studio
20
PBV
405
30%
$1,498
$1,365
327,648
$3.37
Studio
59
PBV
405
60%
$1,498
$1,365
966.562
$3.37
Studio
5
PBV
473
60%
$1,498
$1,365
81.912
$2.89
Studio
30
PBV
405
80%
$1,498
$1365
491472
$3.37
Total/Average
119
48,535
$162,459
1,949,506
$3.35
Operating Expenses
Lender
- Total
Per Unit
Per NSF
Administrative
60,631
510
$1.25
Management Fee (% of EGI)
112,953
949
$2.33
Utilities
114,000
958
$2.35
Payroll, Taxes & Benefits
193,453
1,626
$3.99
R & M
101,150
850
$2.08
Insurance
178,500
1,500
$3.68
Security
44,863
377
$0.92
Replacement Reserves
35,700
300
$0.74
Total
841,260
7,069
Senior Debt Service Coverage
1.36x
Total Debt Service Coverage
1.16x
12/8/2023 2:25 PM 1 of 5
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Vista Breeze MASTER
S&U
Vista Breeze - Miami Beach, FL
Sources & Uses
Sources Total % Per Unit
Perm
11,875,000
18.11%
99,790
Viability Loan
4,300,000
6.56%
36,134
SAIL
3,000,000
4.58%
25,210
Supplemental ELI
600,000
0.92%
5,042
NHTF
1,301,500
1.98%
10,937
HOME - 2022 + 2023
1,003,969
1.53%
8,437
SURTAX
5,950,000
9.07%
50,000
Sponsor Note
8,000,000
12.20%
67,227
Limited Partner Equity
26,310,934
40.13%
221,100
Deferred Developer Fee
3,228,043
4.92%
27,126
Total Sources
65,569,446 100.00% 551,004
Uses Total % Per Unit
Hard Construction Costs
33,312,634
50.81%
279,938
Recreational/Owner Items
1,538,622
2.35%
12,930
Hard Cost Contingency
5.0%
1,665,632
2.54%
13,997
Construction Interest Expense
3,332,032
5.08%
28,000
Permanent Loan Origination Fee
118,750
0.18%
998
Permanent Loan Closing Costs
54,450
0.08%
458
Construction Loan Origination Fee
325,000
0.50%
2,731
Construction Loan Closing Costs
97,500
0.15%
819
Costs of Issuance
620,070
0.95%
5,211
Other Loan Closing Costs
176,657
0.27%
1,485
Accounting Fees
40,000
0.06%
336
Application Fees
16,585
0.03%
139
Appraisal
12,770
0.02%
107
Architect Fee - Design
970,000
1.48%
8,151
Architect Fee - Supervision
190,000
0.29%
1,597
Builder's Risk Insurance
360,000
0.55%
3,025
Building Permit
4.3%
1,428,685
2.18%
12,006
P&P Bond
269,717
0.41%
2,267
Credit Underwriting Fee
176,435
0.27%
1,483
Engineering Fee
150,806
0.23%
1,267
Environmental Report
6,700
0.01%
56
FHFC Administrative Fees
240,429
0.37%
2,020
FHFC Application Fees
9,500
0.01%
80
FHFC Compliance Monitoring Fee
229,316
0.35%
1,927
Impact Fees
66,027
0.10%
555
Inspection Fees
412,714
0.63%
3,468
Insurance - Property/Liability
178,500
0.27%
1,500
Legal Fees - Partnership
475,000
0.72%
3,992
Legal Fees - Other
135,000
0.21%
1,134
Market Study
8,000
0.01%
67
Marketing & Advertising
20,000
0.03%
168
Stabilization Operating Expenses
117,515
0.18%
988
Soil Test Report
13,650
0.02%
115
Survey (Including As -Built)
67,998
0.10%
571
Title Insurance & Recording
252,157
0.38%
2,119
Utility Connection Fee
128,690
0.20%
1,081
General Liability Insurance
116,595
0.18%
980
Scheduling
80,400
0.12%
676
Soft Cost Contingency
5.0%
308,660
0.47%
2,594
Sub -Total
47,723,195
Miscellaneous Reserves
3 months
463,580
0.71%
3,896
Land, To Be Acquired
8,800,000
13.42%
73,950
Developer's Fee
18.0%
8,582,671
13.09%
72,123
Total Project Cost
65,569,446
100.00% 551,004
12/8/2023 2:25 PM 3 of 5
Vista Breeze MASTER
TC Calc
Vista Breeze - Miami Beach, FL
Eligible Basis/Tax Credit Calculation
Proforma
Enter
Eligible Eligible
Eligible
Costs Costs
Ineligible '
Eligible Costs
Total Costs %
New/Rehab Acquisition
Costs
Hard Construction Costs
33.312,634
98 %
32,646,381 -
666,253
Recreational/Owner Items
1,538,622
80%
1,230,898 -
307,724
Hard Cost Contingency
1,665,632
100%
1,665,632
-
Constructlon Interest Expense
3,332,032
57%
1,888,293 -
1,443,739
Permanent Loan Origination Fee
118,750
0%
- -
118,750
Permanent Loan Closing Costs
54,450
0%
- -
54,450
Construction Loan Origination Fee
325,000
100%
325,000 -
Constructlon Loan Closing Costs
97,500
100%
97,500
-
Costs of Issuance
620,070
7 %
42,554 -
577,516
Other Loan Closing Costs
176,657
0%
176,657
Accounting Fees
40,000
0%
- -
40,000
Application Fees
16,585
100%
16,585 -
-
Appraisal
12,770
100%
12,770 -
-
Architect Fee - Design
970,000
100%
970,000 -
Architect Fee - Supervision
190,000
100%
190,000 -
-
Builder's Risk Insurance
360,000
100%
360,000 -
-
Building Permit
1,428,685
100%
1,428,685 -
-
P&P Bond
269,717
100%
269,717 -
-
Credit Underwriting Fee
176,435
0%
- -
176,435
Engineering Fee
150,806
100%
150,806 -
-
Environmental Report
6,700
100%
6,700 -
-
FHFC Administrative Fees
240,429
0%
- -
240,429
FHFC Application Fees
9,500
0%
- -
9,500
FHFC Compliance Monitoring Fee
229,316
0%
- -
229,316
Impact Fees
66,027
100%
66,027 -
-
Inspeclion Fees
412,714
100%
412,714 -
-
Insurance - Property/Liability
178,500
50 %
89,250 -
89,250
Legal Fees - Partnership
475,000
0%
- -
475,000
Legal Fees - Other
135.000
75%
101,250 -
33,750
Markel Study
8,000
100%
8,000 -
Marketing & Advertising
20,000
0%
- -
20,000
Stabilization Operating Expenses
117,515
0%
- -
117,515
Soil Test Report
13,650
100%
13,650
-
Survey (Including As -Built)
67,998
100%
67,998 -
-
Title Insurance & Recording
252.157
100%
252,157 -
Utility Connection Fee
128.690
100%
128,690 -
-
General Liability Insurance
116.595
100%
116,595 -
Scheduling
80,400
0%
-
80,400
Soft Cost Contingency
308,660
76 %
233,080
75,580
Sub -Total
47,723,195
90%
42,790,931
4,932,265
Miscellaneous Reserves
463,580
0%
- -
463,580
Land, To Be Acquired
8,800,000
0%
- -
8,800,000
Developer's Fee
8,582,671
100%
8,582,671
Total Cost
65,569,446
78%
51,373,602 -
14,195,845
12/8/2023 3:01 PM 1 of 2
Vista Breeze MASTER
TC Calc
Vista Breeze - Miami Beach
Eligible Basis/Tax Credit Calculation
Tax Credit Calculation
County
Miami -Dade County, FL
DDA or QCT
Yes
Geographic Cap
2,882,000
Maximum Request per unit
500,000
Per Unit Cap
59.500,000
Applicable Cap
2,882,000
LIHTC9%OR4%
4%
Eligible Basis (Rehab & New Construction)
51,373,602
Eligible Basis (Acquisition)
Applicable %
100.00 %
Qualified Basls (Rehab & New Construction)
66,785,682
Qualified Basis (Acquisition)
Credit % Rehab & New Construction (enter here)
4.00%
Credit % Acquisition (enter here)
4.00 %
Annual Credits
2,671.428
Annual Credits @ Maximum
2.671.428
Annual Credits Per Unit Override 22,449
2,671,428
Aggregate Credits (10 Years)
26,714,280
% Syndicated To LP
99.99 %
Price Per Credit
0.985
Limited Partner Equity - Rounded $
26,310,934
Tax -Exempt Bond Test (50% Test)
Eligible Basis
51,373,602
Land owned or to be acquired)
8,800.000
Total
60,173,602
Tax-exempt bond request
32,500,000
As a Percent
54.01
Excess Eligible Basis 0
- -
Tax Credit Equity Pay -ins
% Complete
% Equity
$ Equity
Payment Date
Duration
(Months)
Cumulative
Months
Draw #
Closing Equity
0%
20.00%
5,262.187
12/01/23
Equity at 25.00%
25%
0.00%
-
05/01/24
5
5
6
Equity at50.00%
50%
0.00%
-
09/01/24
4
9
10
Equity at75.00%
75%
0.00%
-
09/01/24
0
9
10
Equity at100.00%
100%
40.00%
10,524,374
04/01/25
7
16
17
Stabilization Equity
37.50%
9,866.600
12/01/25
6
24
25
Final Equity/8609
2.50%
657,773
01/01/26
1
25
26
Total
100.00%
26,310,934
12/8/2023 3:01 PM 2 of 2
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