SUBORDINATION AGREEMENTSUBORDINATION AGREEMENT
THIS SUBORDINATION AGREEMENT dated as of , 2023 (as amended, modified,
supplemented or assigned from time to time, this "Agreement") by and among U.S. BANK TRUST
COMPANY, NATIONAL ASSOCIATION, a national banking association (together with its successors
and assigns, "Senior Lender"), AFFORDABLE HOUSING CREDIT OPPORTUNITIES WAREHOUSE
I LLC, a limited liability company duly organized and validly existing under the laws of the State of
Delaware (together with its permitted successors and assigns, "Funding Lender"), CITY OF
CLEARWATER, a municipal corporation of the State of Florida (together with its permitted successors
and assigns, "Subordinate Lender"), and PALMETTO PRESERVATION, LTD., a limited partnership
duly organized and validly existing under the laws of the State of Florida (together with its permitted
successors and assigns, the "Borrower"),
WITNESSETH:
WHEREAS, the Borrower applied to Housing Finance Authority of Pinellas County, Florida (the
"Governmental Lender") for a loan (the "Borrower Loan"), to finance the acquisition, renovation and
equipping of a multifamily apartment housing facility consisting of total of 179 units and related personal
property and equipment, located in Clearwater, Florida and known as "Palmetto Park Apartments" (the
"Project Facilities"); all capitalized terms used herein and not otherwise defined shall have the meanings
given to them in the Funding Loan Agreement (defined below);
WHEREAS, the Governmental Lender entered into that certain Funding Loan Agreement among
the Governmental Lender, U.S. Bank Trust Company, National Association, as fiscal agent (the "Fiscal
Agent") and Funding Lender dated as of January 1, 2022 (the "Funding Loan Agreement") under which
the Funding Lender made a loan (the "Funding Loan") to the Governmental Lender, the proceeds of which
were loaned to Borrower pursuant to a Borrower Loan Agreement dated as of January 1, 2022 (as it may
be supplemented or amended, the "Borrower Loan Agreement") to finance the acquisition, construction,
rehabilitation, development, equipping and/or operation of the Project Facilities;
WHEREAS, pursuant to the Borrower Loan Agreement, the Borrower agreed to make loan
payments to the Governmental Lender in an amount which, when added to other funds available under the
Funding Loan Agreement, will be sufficient to enable the Governmental Lender to repay the Funding Loan
and to pay all costs and expenses related thereto when due;
WHEREAS, to evidence its payment obligations under the Borrower Loan Agreement, the
Borrower executed and delivered to the Governmental Lender its Promissory Note dated January 27, 2022
(the "Borrower Note") which is secured by, among other things, a first -priority mortgage lien on the
Property granted pursuant to a Mortgage, Assignment of Rents and Leases, Security Agreement and Fixture
Filing dated as of January 1, 2022 (as amended, modified or supplemented from time to time, the "Senior
Mortgage", which, together with the Borrower Loan Agreement, the Borrower Note and all other
agreements contemplated therein or evidencing or securing the Borrower's obligations under the Borrower
Loan Agreement are hereinafter collectively referred to as the "Senior Loan Documents" and the
indebtedness evidenced and secured by the Senior Loan Documents is hereinafter collectively referred to
as the "Senior Indebtedness");
WHEREAS, the rights of the Governmental Lender under the Borrower Loan Agreement, the
Mortgage, the Borrower Note and the other Funding Loan Documents were assigned contemporaneously
with the execution and delivery thereof to the Funding Lender and the Fiscal Agent; and
4875-1111-5387.4
WHEREAS, the Property is being rehabilitated, in part, with the proceeds of a loan (the
"Subordinate Loan") made by Subordinate Lender to the Borrower, pursuant to a
Rehabilitation/Construction Loan Agreement dated as of October_, 2023 (as amended, modified or
supplemented from time to time, the "Subordinate Loan Agreement") evidenced by a subordinate
mortgage note in the original face amount of $500,000.00 (as amended, modified or supplemented from
time to time, the "Subordinate Note");
WHEREAS, the Borrower's obligations to Subordinate Lender under the Subordinate Loan
Agreement and the Subordinate Note (the "Subordinate Indebtedness") are secured by a Subordinate
Leasehold Mortgage dated October_, 2023 (as amended, modified or supplemented from time to time, the
"Subordinate Mortgage") (the Subordinate Note, the Subordinate Mortgage and all other agreements
contemplated therein or evidencing or securing the Subordinate Indebtedness are hereinafter referred to as
the "Subordinate Loan Documents");
WHEREAS, it is a requirement of the Senior Loan Documents that the Senior Mortgage shall be
and remain liens or charges upon the Property prior and superior to the lien or charge of the Subordinate
Loan Documents and that the Subordinate Indebtedness be subordinated in right of payment to the Senior
Indebtedness.
NOW, THEREFORE, in consideration of the foregoing and the mutual benefits accruing to the
parties hereto and for other good and valuable consideration, the receipt and sufficiency of which
consideration is hereby acknowledged and intending to be legally bound hereby, it is hereby declared,
understood and agreed by the parties as follows:
1. Subordination of Subordinate Loan Documents. Subordinate Lender declares, agrees and
acknowledges that the Senior Mortgage, and any renewals or extensions thereof, and any modifications
thereof or substitutions therefor which do not increase the principal balance secured thereby (except
increases by reason of protective advances or payment of Senior Lender's costs or increases to which
Subordinate Lender has consented in accordance with Section 3(c) hereof) and all advances made pursuant
to the Senior Mortgage, all costs and expenses secured thereby and interest on the foregoing, shall
unconditionally be and remain at all times liens or charges on the Property prior and superior to the lien or
charge of the Subordinate Loan Documents. Notwithstanding the foregoing, Senior Lender agrees not to
extend the Senior Loan maturity date to or beyond the date of maturity of the Subordinate Loan without
Subordinate Lender's written consent.
2. Subordination of Subordinate Indebtedness; Remitting Subordinate Loan Payments to
Senior Lender; Reinstatement.
(a) The Subordinate Indebtedness is hereby subordinated in right of payment to any
and all of the Senior Indebtedness and shall be payable only after payment of all amounts then due and
owing under the Senior Loan Documents. Notwithstanding the foregoing, unless and until the Senior
Lender gives Subordinate Lender notice of the occurrence of a default, an event of default or any event
which, with the giving of notice or the passage of time (or both) will constitute a default or an event of
default, under the Senior Loan Documents, Subordinate Lender may receive and accept regularly scheduled
payments on account of principal and interest payable under the Subordinate Loan Documents to the extent
of cash flow of the Borrower available after payment and amounts then due and owing under the Senior
Loan Documents.
(b) If Subordinate Lender shall receive any payments or other rights in any property
of the Borrower or any other obligor after the Senior Lender has given Subordinate Lender notice of a
default, an event of default or an event which with the giving of notice or the passage of time (or both) will
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4875-1111-5387.4
constitute a default or an event of default, under the Senior Loan Documents, such payment or property
shall be received by Subordinate Lender in trust for Senior Lender and shall immediately be delivered and
transferred to Senior Lender.
(c) If at any time payment of all or any part of the Senior Indebtedness is rescinded or
must otherwise be restored or returned by Senior Lender in connection with any bankruptcy, reorganization,
arrangement, insolvency, liquidation or similar proceedings (a "Proceeding") in respect of Borrower,
General Partner or any other obligor, and Subordinate Lender has received payment of all or any part of the
Subordinate Indebtedness, Subordinate Lender shall forthwith turn over the same to, and for the account
of, Senior Lender, until Senior Lender has received indefeasible payment in full of any such payments on
the Senior Indebtedness that have been so rescinded, restored or returned.
3. Exercise of Remedies.
(a) Subordinate Lender declares, agrees, and acknowledges that it will not, without
the prior written consent of Senior Lender, commence any of the following until 180 days after Subordinate
Lender has delivered to Senior Lender a notice of default under the Subordinate Loan Documents: (i) sue
the Borrower or any other obligor under any of the Subordinate Loan Documents; (ii) accelerate or accept
a prepayment in full or in part of the Subordinate Indebtedness; (iii) commence any action to foreclose or
exercise any power of sale under the Subordinate Mortgage; (iv) accept a deed or assignment in lieu of
foreclosure for the Property or any part or portion thereof; (v) seek or obtain a receiver for the Property or
any part or portion thereof; (vi) take possession or control of the Property, or collect or accept any rents
from the Property; (vii) take any action that would terminate any leases or other rights held by or granted
to or by third parties with respect to the Property; (viii) initiate or join any other creditor in commencing
any Proceeding with respect to the Borrower or any other obligor; (ix) incur any obligation to the Borrower
or any other obligor other than as provided in the Subordinate Loan Agreement, (x) exercise any other
remedies under the Subordinate Loan Documents; or (xi) take any other enforcement action against the
Borrower or any other obligor or against the Property or any part or portion thereof Notwithstanding the
foregoing, the Subordinate Lender shall be entitled to seek specific performance to enforce covenants and
agreements of Borrower relating to income, rent, or affordability restrictions contained in that certain Land
Use Restriction Agreement dated April 1, 2002 and recorded in O.R. Book 11928, Page 2470 as amended
by that certain Amendment to Land Use Restriction Agreement dated May 14, 2012 and recorded in O.R.
Book 17582, Page 2502. Senior Lender shall have the right to cure any default under the Subordinate Loan
Documents.
(b) Subordinate Lender agrees that Senior Lender shall have, as determined in
accordance with and subject to the terms of the Senior Loan Documents, upon the occurrence of an Event
of Default under and as defined in the Senior Loan Documents, the right to (i) accelerate or accept
prepayment in full or in part of the Senior Indebtedness; (ii) commence any action to foreclose or exercise
any power of sale under the Senior Mortgage; (iii) accept a deed or assignment in lieu of foreclosure for
the Property or any part or portion thereof; (iv) seek or obtain a receiver for the Property or any part or
portion thereof; (v) take possession or control of the Property, and collect and accept rents from the
Property; (vi) sue the Borrower or any other obligor under any of the Senior Loan Documents; (vii) exercise
any rights of set-off or recoupment that Senior Lender may have against the Borrower or any other obligor;
(viii) exercise any other remedies under the Senior Loan Documents; or (ix) take any other enforcement
action against the Property or any part or portion thereof, all without any responsibility or liability to
Subordinate Lender with respect to the Property, the Borrower, the General Partner or any other obligor.
(c) Subordinate Lender agrees that Senior Lender shall have absolute power and
discretion, without notice to Subordinate Lender, to deal in any manner with the Senior Indebtedness,
including interest, costs and expenses payable by the Borrower to Senior Lender, and any security and
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4875-1111-5387.4
guaranties therefor, including, but not by way of limitation, release, surrender, extension, renewal,
acceleration, compromise or substitution; provided that Senior Lender shall not increase the principal
amount of the indebtedness to which the Subordinate Loan Documents are subordinate (other than increases
resulting from protective advances or payment of Senior Lender's costs) without the prior written consent
of Subordinate Lender, which consent shall not be unreasonably withheld or delayed.
(d) Subordinate Lender further agrees that if at any time Subordinate Lender should
commence any foreclosure proceeding, or commence any action to execute on any lien obtained by way of
attachment or otherwise on the Property, or otherwise take any action specified under Paragraph 3(a)
without providing Senior Lender with 180 days' notice of a default on the Subordinate Loan Documents,
Senior Lender shall (unless Senior Lender has consented to such action or remedy) be entitled to have the
same vacated, dissolved and set aside by such proceedings at law or otherwise as Senior Lender may deem
proper, and this Agreement shall be and constitute full and sufficient grounds therefor and shall entitle
Senior Lender to become a party to any proceedings at law or otherwise in or by which Senior Lender may
deem it proper to protect its interests hereunder.
(e) No act, omission, breach or other event under this Agreement shall defeat,
invalidate or impair in any respect the absolute, unconditional and irrevocable subordination of the
Subordinate Loan Documents to the Senior Loan Documents as provided in this Agreement.
4. No Marshaling of Assets. Subordinate Lender specifically waives and renounces any right
which it may have under any applicable statutes, whether at law or in equity, to require Senior Lender to
marshal collateral or to otherwise seek satisfaction from any particular assets or properties of the Borrower
or from any third party.
5. Bankruptcy Matters.
(a) The subordination provided for in this Agreement shall apply, notwithstanding the
availability of other collateral to Senior Lender or the actual date and time of execution, delivery,
recordation, filing or perfection of the Senior Mortgage or the Subordinate Loan Documents and, insofar
as Subordinate Lender is concerned, notwithstanding the fact that the Senior Indebtedness or any claim for
the Senior Indebtedness may be subordinated, avoided or disallowed, in whole or in part, as against the
Borrower or any other obligor under the Bankruptcy Code or other applicable federal or state law. In the
event of any Proceeding, the Senior Indebtedness shall include all interest and fees accrued 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 Proceeding, even if the claim for such interest
and/or fees is not allowed as against the Borrower or any other obligor pursuant to applicable law.
(b) Subordinate Lender agrees that Senior Lender does not owe any fiduciary duty to
Subordinate Lender in connection with the administration of the Senior Indebtedness and the Senior Loan
Documents and Subordinate Lender agrees not to assert any such claim. Subordinate Lender acknowledges
that Senior Lender shall have the sole discretion to exercise or not exercise the rights set forth in this
Agreement from time to time; and that such rights may be exercised solely in the interest of Senior Lender
and without regard to the interest of Subordinate Lender in any action or proceeding, including in
connection with any Proceeding. Without the prior written consent of Senior Lender, Subordinate Lender
will not commence, or join with any other creditor in commencing, any Proceeding. In the event of a
Proceeding, Subordinate Lender will not vote affirmatively in favor of any plan of reorganization or
liquidation unless Senior Lender has also voted affirmatively in favor of such plan.
6. Payment Set Aside. To the extent any payment under any of the Senior Loan Documents
(whether by or on behalf of the Borrower, as proceeds of security or enforcement of any right of set-off, or
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4875-1111-5387.4
otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to a Funding Lender,
receiver or other similar party under the Bankruptcy Code or any federal or state bankruptcy, insolvency,
receivership or similar law, then if such payment is recovered by, or paid over to, such Funding Lender,
receiver or other similar party, the Senior Indebtedness or part thereof originally intended to be satisfied
shall be deemed to be reinstated and outstanding as if such payment had not occurred.
7. Casualty and Condemnation Proceeds. Subordinate Lender agrees it shall have no right to
participate in the adjustment of the proceeds of insurance payable as the result of any casualty to the
Improvements, or to participate in any manner whatsoever in activities relating to restoration or
reconstruction of the Improvements, and Senior Lender shall have the exclusive right to receive, administer
and apply all such proceeds as set forth in the Senior Loan Documents. In the event Senior Lender shall
release, for the purposes of restoration of all or any part of the Property, its right, title and interest in and to
the proceeds under policies of insurance thereon, and/or its right, title and interest in and to any awards, or
its right, title and interest in and to other compensation made for any damages, losses or compensation for
other rights by reason of a taking in eminent domain, Subordinate Lender shall simultaneously release for
such purpose all of Subordinate Lender's right, title and interest, if any, in and to all such insurance proceeds,
awards or compensation. Subordinate Lender agrees that the balance of such proceeds remaining after such
restoration, or all of such proceeds in the event such proceeds are not released for any such restoration
pursuant to the Senior Loan Documents, shall be applied to the payment of amounts due under the Senior
Loan Documents until all such amounts have been indefeasibly paid in full, prior to being applied to the
payment of any amounts due under the Subordinate Loan Documents. If Senior Lender holds such
proceeds, awards or compensation and/or monitors the disbursement thereof, Subordinate Lender agrees
that Senior Lender shall also hold and monitor the disbursement of such proceeds, awards and compensation
to which Subordinate Lender is or may be entitled. Nothing contained in this Agreement shall be deemed
to require Senior Lender, in any way whatsoever, to act for or on behalf of Subordinate Lender or to hold
or monitor any proceeds, awards or compensation in trust for or on behalf of Subordinate Lender.
8. Indemnification and Subrogation. If Subordinate Lender or any affiliate shall acquire, by
indemnification, subrogation or otherwise, any lien, estate, right or other interest in the Property, that lien,
estate, right or other interest shall be subordinate to the Senior Mortgage and the other Senior Loan
Documents as provided herein, and Subordinate Lender or such affiliate hereby waives, until all amounts
owed under the Senior Loan Documents have been indefeasibly paid in full, the right to exercise any and
all such rights it may acquire by indemnification, subrogation or otherwise.
9. Subordination Effective. This Agreement, the subordination effected hereby, and the
respective rights and priorities of the parties hereto in and to the Property, shall be effective as stated herein,
notwithstanding any modification or amendment of any Senior Loan Document (other than any
modification or amendment of any Senior Loan Document that increases the amount of indebtedness to
which the Subordinate Indebtedness is subordinate for reasons other than protective advances or costs of
Senior Lender), or the obtaining by Senior Lender or Subordinate Lender of any additional document
confirming, perfecting or otherwise affecting the Senior Loan Documents, or the Subordinate Loan
Documents, as the case may be.
10. Amendments of Subordinate Loan Documents and Senior Loan Documents. No consent
of Subordinate Lender shall be required for any amendment, modification or supplement to any of the
Senior Loan Documents, provided that no amendment, modification or supplement to any of the Senior
Loan Documents shall increase the amount of indebtedness to which the Subordinate Loan Documents are
subordinate other than increases resulting from protective advances or costs of Senior Lender.
Notwithstanding the foregoing, Senior Lender agrees not to extend the Senior Loan maturity date to or
beyond or to the date of maturity of the Subordinate Loan without Subordinate Lender's written consent.
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4875-1111-5387.4
11. Notice of Defaults. Subordinate Lender hereby agrees to give notice to Senior Lender of
any default (or event that, with the giving of notice or passage of time, or both, would constitute a default)
under the Subordinate Loan Documents.
12. Cross Default. The Borrower and Subordinate Lender agree that a default under the
Subordinate Loan Documents or Subordinate Lender's default hereunder shall, at the election of Senior
Lender, constitute a default under the Senior Loan Documents and Senior Lender shall have the right to
exercise all rights or remedies under the Senior Loan Documents in the same manner as in the case of any
other default under the Senior Loan Documents. If Subordinate Lender notifies Senior Lender in writing
that any default under the Subordinate Loan Documents has been cured or waived, as determined by
Subordinate Lender in its sole discretion, then provided that Senior Lender has not conducted a foreclosure
or exercised its rights with respect to the power of sale of the Property pursuant to its rights under the Senior
Loan Documents, any default under the Senior Loan Documents arising solely from such default under the
Subordinate Loan Documents shall be deemed cured, and the Senior Indebtedness shall be reinstated.
13. Further Assurances. The parties hereto shall cooperate fully with each other in order to
carry out promptly and fully the terms and provisions of this Agreement. Each party hereto shall from time
to time execute and deliver such other agreements, documents or instruments and take such other actions
as may be reasonably necessary or desirable to effectuate the terms of this Agreement.
14. No Waiver. No failure or delay on the part of any party hereto in exercising any right,
power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any
such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right,
power or remedy hereunder.
15. Equitable Remedies. Each party hereto acknowledges that, to the extent that no adequate
remedy at law exists for breach of its obligations under this Agreement, in the event any party fails to
comply with its obligations hereunder, the aggrieved party shall have the right to obtain specific
performance of the obligations of such defaulting party, injunctive relief, or such other equitable relief as
may be available, other than consequential or punitive damages.
16. Notices. Any notice to be given under this Agreement shall be in writing and shall be
deemed to be given when received by the party to whom it is addressed. Notwithstanding the foregoing, if
any such notice is not received or cannot be delivered due to a change in the address of the receiving party
of which notice was not previously given to the sending party or due to a refusal to accept by the receiving
party, such notice shall be deemed received on the date delivery is attempted. Notices shall be in writing
and sent by certified U.S. mail, hand delivery, or by special courier (in each case, return receipt requested).
Notices to any other party hereto shall be sent to the parties at the following addresses or such other address
or addresses as shall be designated by such party in a written notice to the other parties:
If to Subordinate Lender:
City of Clearwater
P.O. Box 4748
Clearwater, Florida 33758
Attention: City Manager
With a copy to:
City of Clearwater
P.O. Box 4748
4875-1111-5387.4
6
Clearwater, Florida 33758
Attention: Economic Development and Housing Director
If to Funding Lender:
Affordable Housing Credit Opportunities Warehouse I LLC
444 W. Lake Street, Suite 4925
Chicago, Illinois 60606
Attention: Managing Director
With copies to:
Systima Capital Management LLC
444 W. Lake Street. Suite 4925
Chicago, Illinois 60606
Attention: Managing Director
and
Kutak Rock LLP
Two Logan Square
100 N. 18th Street, Suite 1920
Philadelphia, Pennsylvania 19103
Attention: Andrew P. Schmutz
If to the Fiscal Agent:
U.S. Bank Trust Company, National Association
500 West Cypress Creek Road, Suite 460
Fort Lauderdale, Florida 33309
Attention: Scott Schuhle
If to Borrower:
Palmetto Preservation, Ltd.
c/o HallKeen Management
1400 Providence Highway, Suite 1000
Norwood, Massachusetts 02062
Attention: Oren Richkin
With a copy to:
Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
150 W. Flagler Street
Miami, Florida 33130
Attention: Brian McDonough, Esq.
Each Notice shall be effective the day delivered if personally delivered, the next business day if sent by
overnight courier or three (3) days after being deposited in the United States Mail as aforesaid. Rejection
or other refusal to accept or the inability to deliver because of changed address for which no Notice was
given shall be deemed to be receipt of the Notice sent. Each of the parties hereto shall have the right from
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4875-1111-5387.4
IN WITNESS WHEREOF, the parties hereto have executed this Subordination Agreement as of
the date and year first above written.
STATE OF FLORIDA
COUNTY OF PINELLAS
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, a national banking association
By:
Name: Scott Schuhle
Title: Vice President
ACKNOWLEDGMENT
)
)
)
The foregoing instrument was acknowledged before me by means of ❑ physical presence or 0 online
notarization, this day of , 2023, by Scott Schuhle, Vice President of U.S. Bank
Trust Company, National Association, a national banking association, on behalf of U.S. Bank Trust
Company, National Association. He is personally known to me or has produced
as identification.
Signature of person taking acknowledgement
(Name typed, printed or stamped)
(Title or rank)
(Serial number, if any)
Subordination Agreement
4875-1111-5387.4
time to time and at any time during the term of this Agreement to change its respective address and the right
to specify as its address any other address within the United States of America.
17. No Third Party Beneficiaries. No person or entity other than the parties hereto and their
respective successors and assigns shall have any rights under this Agreement. To the fullest extent
permitted by applicable law, facsimile or electronically transmitted signatures shall constitute original
signatures for all purposes under this Agreement.
18. Counterparts; Electronic Signatures. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which together shall constitute one and
the same instrument. To the fullest extent permitted by applicable law, facsimile or electronically
transmitted signatures shall constitute original signatures for all purposes under this Agreement.
19. Amendment, Supplement, Modification, Waiver and Termination. No amendment,
supplement, modification, waiver or termination of this Agreement shall be effective unless (i) the party
against whom the enforcement of such amendment, supplement, modification, waiver or termination would
be asserted, has consented in writing to such amendment, supplement, modification, waiver or termination,
and (ii) the Servicer has consented in writing to such amendment, supplement, modification, waiver or
termination. All amendments shall be made in accordance with any applicable provisions of Article VI of
the Funding Loan Agreement. This Agreement shall terminate upon final payment in full of the Senior
Indebtedness.
20. Severability. In case any one or more of the provisions contained in this Agreement, or
any application thereof, shall be invalid, illegal or unenforceable in any respect, the validity, legality and
other application thereof, shall not in any way be affected or impaired thereby.
21. Governing Law. This Agreement shall be construed in accordance with and governed by
the laws of the State of Florida, without giving effect to its conflict of laws principles.
22. Captions. Captions and headings in this Agreement are for convenience of reference only
and shall not define, expand or limit the provisions hereof.
23. Successors and Assigns. This Agreement shall bind and inure to the benefit of the parties
hereto and their respective successors and assigns.
24. Integration. This Agreement sets forth the entire agreement of the parties hereto with
respect to the subject matter hereof and supersedes all prior agreements, written or oral, relating thereto.
25. Obligors Unaffected. Notwithstanding that the Borrower is a party hereto and anything to
the contrary contained herein, this Agreement shall not be deemed or interpreted so as to limit or expand or
otherwise modify the rights and remedies of Senior Lender under the Senior Loan Documents or
Subordinate Lender under the Subordinate Loan Documents insofar as they relate to the Borrower or any
other obligor, or to diminish or change the obligations of, the Borrower or any other obligor under any of
the foregoing.
26. Definitions. Capitalized terms used herein and not defined shall have the meanings
ascribed to such terms in the Funding Loan Agreement.
[The remainder of this page is left blank intentionally.]
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4875-1111-5387.4
STATE OF
COUNTY OF
AFFORDABLE HOUSING CREDIT
OPPORTUNITIES WAREHOUSE I LLC, a
Delaware limited liability company
By:
Name:
Title:
ACKNOWLEDGMENT
The foregoing instrument was acknowledged before me by means of 0 physical presence or 0 online
notarization, this day of , 2023, by
of Affordable Housing Credit Opportunities Warehouse I LLC, a Delaware limited
liability company, on behalf of Affordable Housing Credit Opportunities Warehouse I LLC. He/She is
personally known to me or has produced as identification.
Signature of person taking acknowledgement
(Name typed, printed or stamped)
(Title or rank)
(Serial number, if any)
Subordination Agreement
4875-1111-5387.4
Approved as to form:
(CITY SIGNATURE PAGE)
Matthew J. Mytych, Esq.
Assistant City Attorney
Date: 10/19/a?
Subordination Agreement
4875-1111-5387.4
CITY OF CLEARWATER, FLORIDA,
a Florida municipal corporation.
By:
City Manager
Date: '.y l q ; A03
Attest:
��� l ,� tom'-, '� _ •
Rosemarie Call
City Clem q,
Date:
A �. frsl/SHED\ %s
STATE OF
COUNTY OF
PALMETTO PRESERVATION, LTD., a Florida
limited partnership
By: HK Palmetto Holdings LLC, a Massachusetts
limited liability company, its general partner
By:
Name: Andrew P. Burnes
Title: Manager
ACKNOWLEDGMENT
The foregoing instrument was acknowledged before me by means of ❑ physical presence or 0 online
notarization, this day of , 2023, by Andrew P. Burnes, manager of HK
Palmetto Holdings LLC, a Massachusetts limited liability company, the general partner of Palmetto
Preservation, Ltd., a Florida limited partnership, on behalf of the company, who is personally known to me
or has produced as identification.
Signature of person taking acknowledgement
(Name typed, printed or stamped)
(Title or rank)
(Serial number, if any)
Subordination Agreement
4875-1111-5387.4
EXHIBIT A
LEGAL DESCRIPTION OF REAL ESTATE
PARCEL 1:
All that certain parcel of land lying and being in the County of Pinellas, State of Florida, more particularly described
as follows:
The Southwest 1/4 of the Southeast 1/4 of the Northwest 1/4 of Section 10, Township 29 South, Range 15 East, LESS
AND EXCEPT each of the following: The North 122 feet of the West 175 feet thereof, and the portion thereof
described as: Begin at the Southwest corner of said Southwest 1/4 of Southeast 1/4 of Northwest 1/4 for Point of
Beginning; and run thence North 0°7'41" East 663.23 feet along the fractional section line; thence South 89°23'29"
East 13.6 feet; thence South 0°4'7" East 643.96 feet; thence along a curve to the left whose chord bears South 44°37'21"
East 21.45 feet and whose radius is 15 feet; thence South 89°16'7" East 633.86 feet; thence South 0°6'30" West 2.9
feet; thence North 89°23'8" West 664.76 feet to Point of Beginning, lying and being in Pinellas County, Florida.
AND LESS AND EXCEPT THE FOLLOWING PARCEL:
A portion of the Northwest 1/4 of Section 10, Township 29 South, Range 15 East, Pinellas County, Florida, more
particularly described as follows:
From the Southwest corner of the Southeast 1/4 of the Northwest 1/4 of said Section 10, Township 29 South, Range
15 East, run North 30.0 feet; thence East 30.0 feet for a Point of Beginning; thence S 89°23'45.35" East, 60.00 feet;
thence N 50°00'00.00" West, 30.0000 feet; thence N 15°00'00.00" West, 100.00 feet; thence N 05°00'00.00" West,
115.7269 feet; thence S 00°15'36.94" West, 230.5325 feet to the Point of Beginning.
PARCEL 2:
Lots 13 and 14, Block B, of NO. 1 SPRINGFIELD SUBDIVISION, LESS AND EXCEPT the South 6 feet of said
Lot 13, according to the Map or Plat thereof, as recorded in Plat Book 3, Page 56, of the Public Records of Pinellas
County, Florida.
PARCEL 3:
A portion of the North 122 feet of the West 175 feet of the Southwest 1/4 of the Southeast 1/4 of the Northwest 1/4 of
Section 10, Township 29 South, Range 15 East, Pinellas County, Florida, being further described as follows:
From the Northwest corner of the Southwest 1/4 of the Southeast 1/4 of the Northwest 1/4 of Section 10, Township
29 South, Range 15 East, Pinellas County, Florida; thence South 89°09'34" East along the Northerly boundary thereof
a distance of 175.00 feet; thence South 00°14'59" West, 112.91 feet to the Point of Beginning; thence continue South
00°14'59" West, 9.09 feet; thence North 89°09'34" West, 13.60 feet; thence North 56°53'48" East, 16.28 feet to the
Point of Beginning.
A-1
4875-1111-5387.4