cErot9596 PG 4401 1 6440 2001 APR II It

SUBORDINATION AGREEMENT

Mortgagor: STEPHAN LAWRENCEExisting Mortgagee: ROSENTHAL ROSENTHAL RASCO STOIC & WOLF

("ROSENTHAL")Subordinating Party: BEAR, STEARNS & CO., INC. ("BEAR STEARNS")

This SUBORDINATION AGREEMENT ("Agreement") is made by BEAR, STEARNS &CO., INC., ("Bear Stearns") whose address is 245 Park Avenue, New York, New York 10167.

WITNESSETH:

WHEREAS, STEPHAN LAWRENCE (the "Mortgagor") has given a Mortgage to Rosenthalencumbering certain land and the improvements, fixtures and personalty located thereon, legallydescribed in EXHIBIT "A" attached hereto and made a part hereof (the "Property"), whichMortgage is dated July 31, 1998, and recorded November 23, 1998, in Official Records Book 18359,Page 2217; ofthe Public Records ofMiami-Dade County, Florida (the "Mortgage"), which Mortgagesecures a Note in the original principal sum of S160,698.51; and, _

WHEREAS, BEAR STEARNS, as the subordinating party has an interest in the Property byvirtue of a Judgment entered in favor of Bear Sterns and against Mortgagor by the Clerk of theUnited States District Court for the Southern District ofNew York, arising from and relating to casestyled Pompano-Windy City Partners, Ltd., East Wind Associates, Inc., Ltd., and Stephan J.Lawrence, Plaintiff vs. Bear Steams & Co., Inc., Jerry Canning, et al, Case Nos. 87-CIVIL 7560(PKL) and 87-CIVIL-(PKL), and recorded in Official Records BOok 15949, Page 2966, of the PublicRecords of Miami-Dade County, Florida ("the Judgment"); and

WHEREAS, BEAR STEARNS is willing to subordinate the lien of the Judgment to the lienof the Mortgage from Mortgagor to Rosenthal as hereinafter set forth; and

RECITALS

NOW THEREFORE, in consideration of the sum of Ten ($10.00) Dollars to and other goodand valuable consideration in hand received by Bear Stearns from Rosenthal the receipt of sufficientfunds which is hereby acknowledged, Bear Stearns agrees as follows:

1. The recitals are true and correct and are herein incorporated as if fully set forth herein.

2. Subordination/Principal Balance. Bear Stearns hereby subordinates the lien of theJudgment to the lien of the Mortgage in favor of Rosenthal. This Agreement is effective as to anysum whose repayment is presently or which may in the future be secured by the Mortgage. Rosenthalagrees that the principal balance of the Note shall not be increased beyond the principal balance of$160,698.51

3. Binding Effect. This Agreement shall be binding upon Bear Steams, its successorsand assigns, and shall inure to the benefit of the respective heirs, legal representatives, successorsand assigns, of Rosenthal and all of those holding title under any of them.

Prepared by: Howard Kahn, Berger Davis & Singerman EXHIBIT '`

200 South Biscayne Boulevard Stlite 2950 Miami, Florida 33131-5308 Phone: 305.755.9500 Fax: 305.714.4340

--.}.••R FEI 19596 PG.

4. Nonwaiver. This Agreement may not be changed or terminated orally. Noindulgences, waiver, election or nonelection by Rosenthal under the Mortgage or related documents

it; shall affect this AgreeMent.

5. Severability. The invalidity or unenforceability of any portion of this Agreement shallnot affect the remaining provisions and portions hereof.

. • • .;'••••■:'?*;. '.' ; •.; : .

, 6. Applicable Law. It is agreed that the laws of the State in which the ,Property is •20Cated, applied without regard to general conflicts of laws principles;shill'iofeiii the :dciiiitructionand interpretation of this Agreement and the rights and obligations set forth herein.' • •

. . •IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date:

above written..

., •

.1.11C.7 ' •aigned, sealed and delivered •in the presence of: . •

! • .

Printed Name: ;r9A/, te)Title: J7?. /Aam,

41 day of . 401/hir4 .2001, by .C-124 , as Ay, OfBEAR STEARNS& He/she.:

•

. . is personally known to be or has produced •• • .. •

Name:

•• ••

- The foregoing instrument was acknowledged before me this zfi

• . ..... I

Oualitied in New York County • •Commission Expires August 9.

•

Notary Public, State of New YorkCommission No.: - ,

omrA orerreiNotary Public, State of New Vs*.

NO. 02oEeoasses_Contrnission Expires August 9, 20

Qualified In Now Vbdt Count, -1

Berger Davis & Singerrnan

• • • •!- -• . ••• .4*

200 South Biscayne Boulevard Suite 2950 "■'Miami, Florida 33131-5308 Phone 305.755.9500 . Fax: 305.714.4340 •

Rn 1959646. 4403EXHIBIT "A" • -

LEGAL DESCRIPTION

UNIT 23A, MARINA TOWER CONDOMINIUM, A CONDOMINIUM, ACCORDING TOTHE DECLARATION OF CONDOMINIUM THEREOF, AS RECORDED IN OFFICIALRECORDS BOOK 11590, AT PAGE 826, OF THE PUBLIC RECORDS OF DADE COUNTY,FLORIDA

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Berger Davi§ & Singerman200 South 3iscayt It Boulevard Suite 2950 Mt amt, Florida 33131 -5308 Phone: 305.755.9500 Fax: 305.714.4340