SUBORDINATION AGREEMENT - PDF Free Download

RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Robert Cheng, Esq. Shutts & Bowen LLP 200 South Biscayne Boulevard 41 st Floor Miami, FL 33131 --------------------------------------------------------------------------------------------------------------------- SPACE ABOVE LINE FOR RECORDER'S USE Property Name: Trinity Towers South MIADOCS 13919710 1 SUBORDINATION AGREEMENT THIS SUBORDINATION AGREEMENT (this "Agreement") is effective as of the day of November, 2016 by SCHOOL BOARD OF BREVARD COUNTY, FLORIDA ("School Board") for the benefit of POAH/TRINITY LOAN HOLDING COMPANY, LLC, a Florida limited liability company ("Holdco" or Lender ). RECITALS: A. On or about the date hereof, NEW TRINITY TOWERS SOUTH PRESERVATION ASSOCIATES LLLP, a Florida limited liability limited partnership (the Borrower ) acquired a leasehold interest in certain improved real property located in the County of Brevard, State of Florida, as more particularly described on Exhibit A attached hereto (the "Property"). B. Borrower is subject to certain obligations under a Lease Agreement dated March 15, 1979 and recorded on title to the Property on January 14, 1980 in Official Records Book 2214, Page 1640 in the Brevard County Official Records ("Official Records"), as amended by that First Amendment to Lease Agreement dated February 27, 2015 by and among the City of Melbourne, Florida (as successor-in-interest to the Board of County Commissioners of Brevard County, Florida, Ground Lessor ) and Trinity Towers South Preservation Associates LLLP, a Florida limited liability limited partnership, Borrower's predecessor in interest, with Joinder by the Department of Housing and Urban Development, and as further amended by that certain Second Amendment to Lease Agreement dated September, 2016, by and between Ground Lessor and Borrower (together, the "Lease"). C. The Board of County Commissioners of Brevard County, Florida received the Property from the School Board subject to a reverter clause contained in a deed dated September 21, 1976 and recorded in the Official Records Book 1669, Page 92 ( Deed ). The Deed provides that in the event the Property is not used for a public purpose or is vacated or abandoned for a period in excess of 12 months (the Use Restriction ), then title to and the right

of possession of the Property would revert back to the School Board ( Reversionary Interest ). Ground Lessor s fee interest in the Property is subject to the Reversionary Interest clause. D. Lender is making: (a) a loan to Borrower in the original principal amount of $3,399,922.00 ( HoldCo Loan #1 ), which HoldCo Loan #1 is evidenced by a Promissory Note by Borrower to HoldCo dated as of the date hereof (as supplemented or amended from time to time the "HoldCo Note #1"), and is to be secured by a Mortgage and Security Agreement in favor of HoldCo which will be recorded among the Public Records of Brevard County, Florida (as supplemented or amended from time to time, the "HoldCo Mortgage #1") and (b) a loan to Borrower in the original principal amount of $704,179.00 ( HoldCo Loan #2 and together with HoldCo Loan #1, collectively, the HoldCo Loan ), which HoldCo Loan #2 is evidenced by a Promissory Note by Borrower to HoldCo dated as of the date hereof (as supplemented or amended from time to time the HoldCo Note #2 and together with HoldCo Note #1, collectively, the HoldCo Note ), and is to be secured by a Mortgage and Security Agreement in favor of HoldCo which will be recorded among the Public Records of Brevard County, Florida (as supplemented or amended from time to time, the HoldCo Mortgage #2 and together with HoldCo Mortgage #1, collectively, the HoldCo Mortgage ) (the HoldCo Note and HoldCo Mortgage, together with all other documents executed with respect to the HoldCo Loan, are hereinafter collectively referred to as the "HoldCo Loan Documents"). E. As a condition to making the HoldCo Loan, Lender requires that the Loan Documents be a lien on Borrower s leasehold interest in the Property superior to the Reversionary Interest, such that upon Ground Lessor s fee interest in the Property reverting back to the School Board pursuant to the Reversionary Interest clause, such reversion would not result in a termination of the Ground Lease or otherwise affect the rights of Lender under the HoldCo Loan Documents, all as more particularly set forth in this Agreement. F. School Board hereby agrees to subordinate its Reversionary Interest subject to the terms, conditions and requirements set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual benefits accruing to the parties hereto and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Recitals. The foregoing Recitals are hereby incorporated into this Agreement as agreements among the parties. 2. Subordination. School Board hereby covenants and agrees on behalf of itself and its successors and permitted assigns that the Reversionary Interest is and shall at all times continue to be, subordinate, subject and inferior to the rights of Lender under the HoldCo Loan Documents and that the Reversionary Interest granted to School Board pursuant to or in connection with the Deed is hereby expressly acknowledged to be in all respects and at all times, subject, subordinate and inferior in all respects to the liens, rights, remedies, payment, priority and security interests granted to Lender pursuant to the Loan Documents and the terms, covenants, conditions, operations and effects thereof, only to the extent set forth in Paragraphs 3 and 6 below. Accordingly, School Board and Lender hereby acknowledge that in the event Ground Lessor s fee interest in the Property reverts back to the School Board pursuant to the MIADOCS 13919710 1

Reversionary Interest clause, such reversion would not result in a termination of the Ground Lease or otherwise affect the rights of Lender under the HoldCo Loan Documents. 3. Financing, Encumbrance and Transfer Approval. School Board and Lender hereby acknowledge the financing evidenced by the HoldCo Loan Documents. School Board and Lender further agree that any transfer of Borrower s leasehold in interest in the Property in connection with foreclosure or deed in lieu thereof (a Transfer ) shall not require School Board s consent; provided, however, that notwithstanding a Transfer, the Property shall continue to be subject to the terms of the Ground Lease and the Use Restriction and any such Transfer shall in no way affect School Board s Reversionary Interest. School Board further acknowledges that the current (and continued) operation of the Property as Affordable Housing shall constitute use for a public purpose and shall be in compliance with the Use Restriction. For purposes of this Agreement, Affordable Housing shall mean that that the Property complies with the income restrictions set forth on Exhibit B attached hereto and made a part hereof. 4. Lender Notice of Default. In consideration of School Board s agreements contained in this Agreement, Lender agrees that in the event of any default by Borrower under the HoldCo Loan Documents, School Board shall be entitled to receive a copy of any notice of default given by Lender to Borrower under the HoldCo Loan Documents. Neither the giving nor the failure to give a notice to School Board pursuant to this Section 4 will affect the validity of any notice given by Lender to the Borrower. 5. School Board Notice of Default. School Board shall give Lender a concurrent copy of each material notice (including without limitation each notice of default) given by School Board under or with respect to the Deed, and agrees that Lender, at Lender s sole election, shall have the right (but no obligation) to cure any default by Borrower and/or Ground Lessor under the Lease Agreement and Deed on its and/or Borrower s or Ground Lessor s behalf. School Board hereby represents and warrants that to the best of its knowledge there is no current default under the Deed. 6. School Board s Rights. Nothing in this Agreement is intended to abridge or adversely affect any right or obligation of Ground Lessor and/or School Board, respectively, under the Deed; provided that, (A) the Deed may not be modified, amended, changed or altered without the prior written consent of Lender so long as the HoldCo Loan is secured by Borrower s leasehold interest in the Property and (B) for so long as the HoldCo Loan is secured by the Property, notwithstanding the terms of the Deed to the contrary, School Board will not, without Lender s prior written consent, exercise or seek any right or remedy under the Deed or available at law or in equity which will or could result in (i) a transfer of possession of the Property (except to the School Board pursuant to the Reverter) or the control, operations or management thereof, (ii) collection or possession of rents or revenues from or with respect to the Property by any party other than Borrower or Lender; (iii) appointment of a receiver for the Property; (iv) application of insurance or condemnation proceeds other than as approved by Lender pursuant to the Loan Documents; (v) removal or replacement of the existing property manager of the Property; or (vi) a material adverse effect on Lender s security for the HoldCo Loan. MIADOCS 13919710 1

7. Entire Agreement. This Agreement represents the entire understanding and agreement between the parties hereto with regard to the subordination of the Reversionary Interest to the lien or charge of the HoldCo Loan Documents, and shall supersede and cancel any prior agreements with regard to this subject matter. 8. Binding Provisions. The covenants and agreements contained in this Agreement shall be binding upon the heirs, personal representatives, successors and assigns of the respective parties to this Agreement. 9. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. 10. Modifications. This Agreement may not be modified orally or in any manner other than by an agreement in writing signed by the parties hereto or their respective successors in interest. 11. Notices. All notices required or permitted hereunder shall be deemed to have been received either (i) when delivered by hand and the party giving such notice has received a signed receipt thereof, or (ii) three (3) days following the date deposited in the United States mail, postage prepaid, by registered or certified mail, return receipt requested, addressed as follows (or addressed in such other manner as the party being notified shall have requested by written notice to the other party): If to School Board: c/o Superintendent of Schools 2700 Fran Jamieson Way Vierra, Florida 32940 If to Lender: POAH/Trinity Loan Holding Company, LLC 40 Court Street Suite 700 Boston, Massachusetts 02108 12. Further Instruments. Each of the parties hereto will, whenever and as often as they shall be requested to do so by the other, execute, acknowledge and deliver, or cause to be executed, acknowledged or delivered, any and all such further instruments and documents as may be reasonably necessary to carry out the intent and purpose of this Agreement, and to do any and all further acts reasonably necessary to carry out the intent and purpose of this Agreement. 13. Valid Authorization. Each person executing this Agreement on behalf of a party hereto represents and warrants that such person is duly and validly authorized to do so on behalf of such party with full right and authority to execute this Agreement and to bind such party with respect to all of its obligations hereunder. MIADOCS 13919710 1

14. Counterparts. This Agreement may be executed in counterparts each of which shall be deemed an original and all of which when taken together constitute one and the same instrument, binding on all of the parties. The signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart. NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR SECURITY INTERESTS IN THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENT. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURES ON FOLLOWING PAGES MIADOCS 13919710 1

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day and year above written. WITNESS: Print Name: SCHOOL BOARD: THE SCHOOL BOARD OF BREVARD COUNTY, FLORIDA Print Name: By: Name: Title: STATE OF COUNTY OF ss: I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the state aforesaid and in the county aforesaid to take acknowledgments, personally appeared, to me known to be the person described in and who executed the foregoing instrument as the of The School Board of Brevard County, Florida, being authorized to do so, executed the foregoing instrument for the purposes therein contained in the name of such school board by himself/herself as. Witness my hand and official seal in the county and state aforesaid, this day of, 2016. My Commission Expires: Notary Public MIADOCS 13919710 1

WITNESS: LENDER POAH/Trinity Loan Holding Company, LLC Print Name: Print Name: By: Name: Title: MIADOCS 13919710 1

EXHIBIT A Legal Description The West 133 feet of Lot 5, the East 38.6 feet of the South 377 feet of Lot 5, the West 13.4 feet of the South 377 feet of Lot 6, and the East 68 feet of the West 81.4 feet of the South 258 feet of Lot 6, all North of Melbourne Avenue and Fee s Unrecorded Subdivision in Section 3, Township 28 South, Range 37 East, Brevard County, Florida. MIADOCS 13919710 1

EXHIBIT B Affordable Housing Guidelines 1. Minimum of either (a) 20% of the total units at the Property (the Units ) are rented to tenants earning not more than 50% or area median income ( AMI ) at time of initial occupancy, or (b) 40% of the Units are rented to tenants earning not more than at 60% AMI at time of initial occupancy. 2. Of the Units remaining after (1), at least 75% of all Units (including the above units) must be rented to tenants earning not more than 80% of AMI at time of initial occupancy. 3. Of the Units remaining after (1) and (2) above, such remaining units are rented to tenants earning not more than 120% of AMI at time of initial occupancy. MIADOCS 13919710 1

RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Robert Cheng, Esq. Shutts & Bowen LLP 200 South Biscayne Boulevard 41 st Floor Miami, FL 33131 --------------------------------------------------------------------------------------------------------------------- SPACE ABOVE LINE FOR RECORDER'S USE Property Name: Trinity Towers South MIADOCS 13920080 1 SUBORDINATION AGREEMENT THIS SUBORDINATION AGREEMENT (this "Agreement") is effective as of the day of November, 2016 by SCHOOL BOARD OF BREVARD COUNTY, FLORIDA ("School Board") for the benefit of POAH/Trinity Loan Holding Company, LLC, a Florida limited liability company, ("HoldCo"), its successors and assigns, including without limitation Mississippi Valley Company ("MVC") (HoldCo and MVC being collectively referred to herein as "Lender".) RECITALS: A. On or about the date hereof, NEW TRINITY TOWERS SOUTH PRESERVATION ASSOCIATES LLLP, a Florida limited liability limited partnership (the Borrower ) acquired a leasehold interest in certain improved real property located in the County of Brevard, State of Florida, as more particularly described on Exhibit A attached hereto (the "Property"). B. Borrower is subject to certain obligations under a Lease Agreement dated March 15, 1979 and recorded on title to the Property on January 14, 1980 in Official Records Book 2214, Page 1640 in the Brevard County Official Records ("Official Records"), as amended by that First Amendment to Lease Agreement dated February 27, 2015 by and among the City of Melbourne, Florida (as successor-in-interest to the Board of County Commissioners of Brevard County, Florida, Ground Lessor ) and Trinity Towers South Preservation Associates LLLP, a Florida limited liability limited partnership, Borrower's predecessor in interest, with Joinder by the Department of Housing and Urban Development, and as further amended by that certain Second Amendment to Lease Agreement dated September, 2016, by and between Ground Lessor and Borrower (together, the "Lease"). C. The Board of County Commissioners of Brevard County, Florida received the Property from the School Board subject to a reverter clause contained in a deed dated September 21, 1976 and recorded in the Official Records Book 1669, Page 92 ( Deed ). The Deed

provides that in the event the Property is not used for a public purpose or is vacated or abandoned for a period in excess of 12 months (the Use Restriction ), then title to and the right of possession of the Property would revert back to the School Board ( Reversionary Interest ). Ground Lessor s fee interest in the Property is subject to the Reversionary Interest clause. D. Lender is making an Affordable Housing Program loan to Borrower in the original principal amount of $1,393,534.00 ( AHP Loan ), evidenced by a Promissory Note (AHP Rental Program) by Borrower to HoldCo dated as of the date hereof (as supplemented or amended from time to time the "AHP Note"), and is to be secured by a Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing in favor of HoldCo which will be recorded among the Public Records of Brevard County, Florida (as supplemented or amended from time to time, the "AHP Mortgage") and assigned to MVC (the Borrower Loan Agreement, the AHP Note and the AHP Mortgage, together with all other documents executed with respect to the AHP Loan, including, without limitation, the Funding Loan Agreement, are hereinafter collectively referred to as the "AHP Loan Documents"). E. As a condition to making the AHP Loan, Lender requires that the Loan Documents be a lien on Borrower s leasehold interest in the Property superior to the Reversionary Interest, such that upon Ground Lessor s fee interest in the Property reverting back to the School Board pursuant to the Reversionary Interest clause, such reversion would not result in a termination of the Ground Lease or otherwise affect the rights of Lender under the AHP Loan Documents, all as more particularly set forth in this Agreement. F. School Board hereby agrees to subordinate its Reversionary Interest subject to the terms, conditions and requirements set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual benefits accruing to the parties hereto and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Recitals. The foregoing Recitals are hereby incorporated into this Agreement as agreements among the parties. 2. Subordination. School Board hereby covenants and agrees on behalf of itself and its successors and permitted assigns that the Reversionary Interest is and shall at all times continue to be, subordinate, subject and inferior to the rights of Lender under the AHP Loan Documents and that the Reversionary Interest granted to School Board pursuant to or in connection with the Deed is hereby expressly acknowledged to be in all respects and at all times, subject, subordinate and inferior in all respects to the liens, rights, remedies, payment, priority and security interests granted to Lender pursuant to the Loan Documents and the terms, covenants, conditions, operations and effects thereof, only to the extent set forth in Paragraphs 3 and 6 below. Accordingly, School Board and Lender hereby acknowledge that in the event Ground Lessor s fee interest in the Property reverts back to the School Board pursuant to the Reversionary Interest clause, such reversion would not result in a termination of the Ground Lease or otherwise affect the rights of Lender under the AHP Loan Documents. MIADOCS 13920080 1

3. Financing, Encumbrance and Transfer Approval. School Board and Lender hereby acknowledge the financing evidenced by the AHP Loan Documents. School Board and Lender further agree that any transfer of Borrower s leasehold in interest in the Property in connection with foreclosure or deed in lieu thereof (a Transfer ) shall not require School Board s consent; provided, however, that notwithstanding a Transfer, the Property shall continue to be subject to the terms of the Ground Lease and the Use Restriction and any such Transfer shall in no way affect School Board s Reversionary Interest. School Board further acknowledges that the current (and continued) operation of the Property as Affordable Housing shall constitute use for a public purpose and shall be in compliance with the Use Restriction. For purposes of this Agreement, Affordable Housing shall mean that that the Property complies with the income restrictions set forth on Exhibit B attached hereto and made a part hereof. 4. Lender Notice of Default. In consideration of School Board s agreements contained in this Agreement, Lender agrees that in the event of any default by Borrower under the AHP Loan Documents, School Board shall be entitled to receive a copy of any notice of default given by Lender to Borrower under the AHP Loan Documents. Neither the giving nor the failure to give a notice to School Board pursuant to this Section 4 will affect the validity of any notice given by Lender to the Borrower. 5. School Board Notice of Default. School Board shall give Lender a concurrent copy of each material notice (including without limitation each notice of default) given by School Board under or with respect to the Deed, and agrees that Lender, at Lender s sole election, shall have the right (but no obligation) to cure any default by Borrower and/or Ground Lessor under the Lease Agreement and Deed on its and/or Borrower s or Ground Lessor s behalf. School Board hereby represents and warrants that to the best of its knowledge there is no current default under the Deed. 6. School Board s Rights. Nothing in this Agreement is intended to abridge or adversely affect any right or obligation of Ground Lessor and/or School Board, respectively, under the Deed; provided that, (A) the Deed may not be modified, amended, changed or altered without the prior written consent of Lender so long as the AHP Loan is secured by Borrower s leasehold interest in the Property and (B) for so long as the AHP Loan is secured by the Property, notwithstanding the terms of the Deed to the contrary, School Board will not, without Lender s prior written consent, exercise or seek any right or remedy under the Deed or available at law or in equity which will or could result in (i) a transfer of possession of the Property (except to the School Board pursuant to the Reverter) or the control, operations or management thereof, (ii) collection or possession of rents or revenues from or with respect to the Property by any party other than Borrower or Lender; (iii) appointment of a receiver for the Property; (iv) application of insurance or condemnation proceeds other than as approved by Lender pursuant to the Loan Documents; (v) removal or replacement of the existing property manager of the Property; or (vi) a material adverse effect on Lender s security for the AHP Loan. 7. Entire Agreement. This Agreement represents the entire understanding and agreement between the parties hereto with regard to the subordination of the Reversionary Interest to the lien or charge of the AHP Loan Documents, and shall supersede and cancel any prior agreements with regard to this subject matter. MIADOCS 13920080 1

8. Binding Provisions. The covenants and agreements contained in this Agreement shall be binding upon the heirs, personal representatives, successors and assigns of the respective parties to this Agreement. 9. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. 10. Modifications. This Agreement may not be modified orally or in any manner other than by an agreement in writing signed by the parties hereto or their respective successors in interest. 11. Notices. All notices required or permitted hereunder shall be deemed to have been received either (i) when delivered by hand and the party giving such notice has received a signed receipt thereof, or (ii) three (3) days following the date deposited in the United States mail, postage prepaid, by registered or certified mail, return receipt requested, addressed as follows (or addressed in such other manner as the party being notified shall have requested by written notice to the other party): If to School Board: c/o Superintendent of Schools 2700 Fran Jamieson Way Vierra, Florida 32940 If to Lender: POAH/Trinity Loan Holding Company, LLC 40 Court Street Suite 700 Boston, Massachusetts 02108 With a copy to: Mississippi Valley Company 12. Further Instruments. Each of the parties hereto will, whenever and as often as they shall be requested to do so by the other, execute, acknowledge and deliver, or cause to be executed, acknowledged or delivered, any and all such further instruments and documents as may be reasonably necessary to carry out the intent and purpose of this Agreement, and to do any and all further acts reasonably necessary to carry out the intent and purpose of this Agreement. 13. Valid Authorization. Each person executing this Agreement on behalf of a party hereto represents and warrants that such person is duly and validly authorized to do so on behalf MIADOCS 13920080 1

of such party with full right and authority to execute this Agreement and to bind such party with respect to all of its obligations hereunder. 14. Counterparts. This Agreement may be executed in counterparts each of which shall be deemed an original and all of which when taken together constitute one and the same instrument, binding on all of the parties. The signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart. NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR SECURITY INTERESTS IN THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENT. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURES ON FOLLOWING PAGES MIADOCS 13920080 1

WITNESS: Print Name: Print Name: LENDER POAH/TRINITY LOAN HOLDING COMPANY By: Name: Title: WITNESS: MISSISSIPPI VALLEY COMPANY Print Name: By: Name: Title: Print Name: MIADOCS 13920080 1

STATE OF COUNTY OF ss: I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the state aforesaid and in the county aforesaid to take acknowledgments, personally appeared, personally known to me or producing as identification, who executed the foregoing instrument as the of the POAH/Trinity Loan Holding Company and severally acknowledged before me that he executed the same as such officer in the name of and on behalf of the POAH/Trinity Loan Holding Company. Witness my hand and official seal in the county and state aforesaid, this day of, 2016. Notary Public Printed Name: Commission No.: My Commission Expires: (Seal) STATE OF COUNTY OF ss: I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the state aforesaid and in the county aforesaid to take acknowledgments, personally appeared, personally known to me or producing as identification who executed the foregoing instrument as the of Mississippi Valley Company, and severally acknowledged before me that he/she executed the foregoing instrument as such officer in the name of and on behalf of said bank. Witness my hand and official seal in the county and state aforesaid, this day of, 2016. Notary Public Printed Name: Commission No.: My Commission Expires: (Seal) MIADOCS 13920080 1

RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Robert Cheng, Esq. Shutts & Bowen LLP 200 South Biscayne Boulevard 41 st Floor Miami, FL 33131 --------------------------------------------------------------------------------------------------------------------- SPACE ABOVE LINE FOR RECORDER'S USE Property Name: Trinity Towers South MIADOCS 13919607 1 SUBORDINATION AGREEMENT THIS SUBORDINATION AGREEMENT (this "Agreement") is effective as of the day of November, 2016 by SCHOOL BOARD OF BREVARD COUNTY, FLORIDA ("School Board") for the benefit of FLORIDA HOUSING FINANCE CORPORATION, a public body corporate and politic organized and existing under the laws of the State of Florida ("FHFC" or "Lender".) RECITALS: A. On or about the date hereof, NEW TRINITY TOWERS SOUTH PRESERVATION ASSOCIATES LLLP, a Florida limited liability limited partnership (the Borrower ) acquired a leasehold interest in certain improved real property located in the County of Brevard, State of Florida, as more particularly described on Exhibit A attached hereto (the "Property"). B. Borrower is subject to certain obligations under a Lease Agreement dated March 15, 1979 and recorded on title to the Property on January 14, 1980 in Official Records Book 2214, Page 1640 in the Brevard County Official Records ("Official Records"), as amended by that First Amendment to Lease Agreement dated February 27, 2015 by and among the City of Melbourne, Florida (as successor-in-interest to the Board of County Commissioners of Brevard County, Florida, Ground Lessor ) and Trinity Towers South Preservation Associates LLLP, a Florida limited liability limited partnership, Borrower's predecessor in interest, with Joinder by the Department of Housing and Urban Development, and as further amended by that certain Second Amendment to Lease Agreement dated September, 2016, by and between Ground Lessor and Borrower (together, the "Lease"). C. The Board of County Commissioners of Brevard County, Florida received the Property from the School Board subject to a reverter clause contained in a deed dated September 21, 1976 and recorded in the Official Records Book 1669, Page 92 ( Deed ). The Deed provides that in the event the Property is not used for a public purpose or is vacated or

abandoned for a period in excess of 12 months (the Use Restriction ), then title to and the right of possession of the Property would revert back to the School Board ( Reversionary Interest ). Ground Lessor s fee interest in the Property is subject to the Reversionary Interest clause. D. Lender is making a loan to Trinity Towers South Preservation Associates LLLP ( TTS ) in the original principal amount of $750,000.00 ( FHFC Loan ) pursuant to (i) a Construction Loan Agreement between Lender and TTS dated as of, 2016 (as supplemented or amended from time to time, the Borrower Loan Agreement ) which loan shall be assumed by Borrower, and pursuant to that certain Assignment and Assumption of Loan Agreement, dated November, 2016 (the EHCL Assumption ). The FHFC Loan is evidenced by a Promissory Note by TTS to FHFC dated as of the date hereof (as supplemented or amended from time to time the "FHFC Note"), and is to be secured by a Subordinate Mortgage and Security Agreement in favor of FHFC which will be recorded among the Public Records of Brevard County, Florida (as supplemented or amended from time to time, the "FHFC Mortgage") (the Borrower Loan Agreement, the FHFC Note, and the FHFC Mortgage, together with all other documents executed with respect to the FHFC Loan, including, without limitation, the EHCL Assumption, are hereinafter collectively referred to as the "FHFC Loan Documents"). E. As a condition to making the FHFC Loan, Lender requires that the Loan Documents be a lien on Borrower s leasehold interest in the Property superior to the Reversionary Interest, such that upon Ground Lessor s fee interest in the Property reverting back to the School Board pursuant to the Reversionary Interest clause, such reversion would not result in a termination of the Ground Lease or otherwise affect the rights of Lender under the FHFC Loan Documents, all as more particularly set forth in this Agreement. F. School Board hereby agrees to subordinate its Reversionary Interest subject to the terms, conditions and requirements set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual benefits accruing to the parties hereto and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Recitals. The foregoing Recitals are hereby incorporated into this Agreement as agreements among the parties. 2. Subordination. School Board hereby covenants and agrees on behalf of itself and its successors and permitted assigns that the Reversionary Interest is and shall at all times continue to be, subordinate, subject and inferior to the rights of Lender under the FHFC Loan Documents and that the Reversionary Interest granted to School Board pursuant to or in connection with the Deed is hereby expressly acknowledged to be in all respects and at all times, subject, subordinate and inferior in all respects to the liens, rights, remedies, payment, priority and security interests granted to Lender pursuant to the Loan Documents and the terms, covenants, conditions, operations and effects thereof, only to the extent set forth in Paragraphs 3 and 6 below. Accordingly, School Board and Lender hereby acknowledge that in the event Ground Lessor s fee interest in the Property reverts back to the School Board pursuant to the MIADOCS 13919607 1

Reversionary Interest clause, such reversion would not result in a termination of the Ground Lease or otherwise affect the rights of Lender under the FHFC Loan Documents. 3. Financing, Encumbrance and Transfer Approval. School Board and Lender hereby acknowledge the financing evidenced by the FHFC Loan Documents. School Board and Lender further agree that any transfer of Borrower s leasehold in interest in the Property in connection with foreclosure or deed in lieu thereof (a Transfer ) shall not require School Board s consent; provided, however, that notwithstanding a Transfer, the Property shall continue to be subject to the terms of the Ground Lease and the Use Restriction and any such Transfer shall in no way affect School Board s Reversionary Interest. School Board further acknowledges that the current (and continued) operation of the Property as Affordable Housing shall constitute use for a public purpose and shall be in compliance with the Use Restriction. For purposes of this Agreement, Affordable Housing shall mean that that the Property complies with the income restrictions set forth on Exhibit B attached hereto and made a part hereof. 4. Lender Notice of Default. In consideration of School Board s agreements contained in this Agreement, Lender agrees that in the event of any default by Borrower under the FHFC Loan Documents, School Board shall be entitled to receive a copy of any notice of default given by Lender to Borrower under the FHFC Loan Documents. Neither the giving nor the failure to give a notice to School Board pursuant to this Section 4 will affect the validity of any notice given by Lender to the Borrower. 5. School Board Notice of Default. School Board shall give Lender a concurrent copy of each material notice (including without limitation each notice of default) given by School Board under or with respect to the Deed, and agrees that Lender, at Lender s sole election, shall have the right (but no obligation) to cure any default by Borrower and/or Ground Lessor under the Lease Agreement and Deed on its and/or Borrower s or Ground Lessor s behalf. School Board hereby represents and warrants that to the best of its knowledge there is no current default under the Deed. 6. School Board s Rights. Nothing in this Agreement is intended to abridge or adversely affect any right or obligation of Ground Lessor and/or School Board, respectively, under the Deed; provided that, (A) the Deed may not be modified, amended, changed or altered without the prior written consent of Lender so long as the FHFC Loan is secured by Borrower s leasehold interest in the Property and (B) for so long as the FHFC Loan is secured by the Property, notwithstanding the terms of the Deed to the contrary, School Board will not, without Lender s prior written consent, exercise or seek any right or remedy under the Deed or available at law or in equity which will or could result in (i) a transfer of possession of the Property (except to the School Board pursuant to the Reverter) or the control, operations or management thereof, (ii) collection or possession of rents or revenues from or with respect to the Property by any party other than Borrower or Lender; (iii) appointment of a receiver for the Property; (iv) application of insurance or condemnation proceeds other than as approved by Lender pursuant to the Loan Documents; (v) removal or replacement of the existing property manager of the Property; or (vi) a material adverse effect on Lender s security for the FHFC Loan. MIADOCS 13919607 1

7. Entire Agreement. This Agreement represents the entire understanding and agreement between the parties hereto with regard to the subordination of the Reversionary Interest to the lien or charge of the FHFC Loan Documents, and shall supersede and cancel any prior agreements with regard to this subject matter. 8. Binding Provisions. The covenants and agreements contained in this Agreement shall be binding upon the heirs, personal representatives, successors and assigns of the respective parties to this Agreement. 9. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. 10. Modifications. This Agreement may not be modified orally or in any manner other than by an agreement in writing signed by the parties hereto or their respective successors in interest. 11. Notices. All notices required or permitted hereunder shall be deemed to have been received either (i) when delivered by hand and the party giving such notice has received a signed receipt thereof, or (ii) three (3) days following the date deposited in the United States mail, postage prepaid, by registered or certified mail, return receipt requested, addressed as follows (or addressed in such other manner as the party being notified shall have requested by written notice to the other party): MIADOCS 13919607 1 If to School Board: c/o Superintendent of Schools 2700 Fran Jamieson Way Vierra, Florida 32940 If to Lender: Florida Housing Finance Corporation 227 North Bronough Street, Suite 5000 Tallahassee, Florida 32308 Attention: Phone: With a copy to: Nabors Giblin & Nickerson, P.A. 1500 Mahan Drive, Suite 200 Tallahassee, Florida 32308 Attention: Junious D. Brown III, Esq. Phone: (850) 224-4070 12. Further Instruments. Each of the parties hereto will, whenever and as often as they shall be requested to do so by the other, execute, acknowledge and deliver, or cause to be

executed, acknowledged or delivered, any and all such further instruments and documents as may be reasonably necessary to carry out the intent and purpose of this Agreement, and to do any and all further acts reasonably necessary to carry out the intent and purpose of this Agreement. 13. Valid Authorization. Each person executing this Agreement on behalf of a party hereto represents and warrants that such person is duly and validly authorized to do so on behalf of such party with full right and authority to execute this Agreement and to bind such party with respect to all of its obligations hereunder. 14. Counterparts. This Agreement may be executed in counterparts each of which shall be deemed an original and all of which when taken together constitute one and the same instrument, binding on all of the parties. The signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart. NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR SECURITY INTERESTS IN THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENT. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURES ON FOLLOWING PAGES MIADOCS 13919607 1

WITNESS: Print Name: Print Name: LENDER FLORIDA HOUSING FINANCE CORPORATION By: Name: Title: MIADOCS 13919607 1

RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Robert Cheng, Esq. Shutts & Bowen LLP 200 South Biscayne Boulevard 41 st Floor Miami, FL 33131 --------------------------------------------------------------------------------------------------------------------- SPACE ABOVE LINE FOR RECORDER'S USE Property Name: Trinity Towers South MIADOCS 13491158 5 SUBORDINATION AGREEMENT THIS SUBORDINATION AGREEMENT (this "Agreement") is effective as of the day of November, 2016 by SCHOOL BOARD OF BREVARD COUNTY, FLORIDA ("School Board") for the benefit of the BREVARD COUNTY HOUSING FINANCE AUTHORITY, a public body corporate and politic organized and existing under the laws of the State of Florida ("HFA"), its successors and assigns, including without limitation CITIBANK N.A., a national banking association ("Citibank") (HFA and Citibank being collectively referred to herein as "Lender".) RECITALS: A. On or about the date hereof, NEW TRINITY TOWERS SOUTH PRESERVATION ASSOCIATES LLLP, a Florida limited liability limited partnership (the Borrower ) acquired a leasehold interest in certain improved real property located in the County of Brevard, State of Florida, as more particularly described on Exhibit A attached hereto (the "Property"). B. Borrower is subject to certain obligations under a Lease Agreement dated March 15, 1979 and recorded on title to the Property on January 14, 1980 in Official Records Book 2214, Page 1640 in the Brevard County Official Records ("Official Records"), as amended by that First Amendment to Lease Agreement dated February 27, 2015 by and among the City of Melbourne, Florida (as successor-in-interest to the Board of County Commissioners of Brevard County, Florida, Ground Lessor ) and Trinity Towers South Preservation Associates LLLP, a Florida limited liability limited partnership, Borrower's predecessor in interest, with Joinder by the Department of Housing and Urban Development, and as further amended by that certain Second Amendment to Lease Agreement dated September, 2016, by and between Ground Lessor and Borrower (together, the "Lease"). C. The Board of County Commissioners of Brevard County, Florida received the Property from the School Board subject to a reverter clause contained in a deed dated September

21, 1976 and recorded in the Official Records Book 1669, Page 92 ( Deed ). The Deed provides that in the event the Property is not used for a public purpose or is vacated or abandoned for a period in excess of 12 months (the Use Restriction ), then title to and the right of possession of the Property would revert back to the School Board ( Reversionary Interest ). Ground Lessor s fee interest in the Property is subject to the Reversionary Interest clause. D. Lender is making a loan to Borrower in the original principal amount of $10,500,000.00 ( HFA Loan ) pursuant to (i) a Borrower Loan Agreement between Lender and Borrower dated as of September 1, 2016 (as supplemented or amended from time to time, the Borrower Loan Agreement ), and which HFA Loan will be funded pursuant to a Funding Loan Agreement among HFA, Citibank and Wells Fargo Bank, National Association dated as of September 1, 2016 (the "Funding Loan Agreement"). The HFA Loan is evidenced by a Multifamily Note by Borrower to HFA dated as of the date hereof (as supplemented or amended from time to time the "HFA Note"), and is to be secured by a Multifamily Mortgage, Assignment of Rents, Security Agreement and Fixture Filing in favor of HFA which will be recorded among the Public Records of Brevard County, Florida (as supplemented or amended from time to time, the "HFA Mortgage") and assigned to Citibank (the Borrower Loan Agreement, the HFA Note and the HFA Mortgage, together with all other documents executed with respect to the HFA Loan, including, without limitation, the Funding Loan Agreement, are hereinafter collectively referred to as the "HFA Loan Documents"). E. As a condition to making the HFA Loan, Lender requires that the Loan Documents be a lien on Borrower s leasehold interest in the Property superior to the Reversionary Interest, such that upon Ground Lessor s fee interest in the Property reverting back to the School Board pursuant to the Reversionary Interest clause, such reversion would not result in a termination of the Ground Lease or otherwise affect the rights of Lender under the HFA Loan Documents, all as more particularly set forth in this Agreement. F. School Board hereby agrees to subordinate its Reversionary Interest subject to the terms, conditions and requirements set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual benefits accruing to the parties hereto and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Recitals. The foregoing Recitals are hereby incorporated into this Agreement as agreements among the parties. 2. Subordination. School Board hereby covenants and agrees on behalf of itself and its successors and permitted assigns that the Reversionary Interest is and shall at all times continue to be, subordinate, subject and inferior to the rights of Lender under the HFA Loan Documents and that the Reversionary Interest granted to School Board pursuant to or in connection with the Deed is hereby expressly acknowledged to be in all respects and at all times, subject, subordinate and inferior in all respects to the liens, rights, remedies, payment, priority and security interests granted to Lender pursuant to the Loan Documents and the terms, covenants, conditions, operations and effects thereof, only to the extent set forth in Paragraphs 3 and 6 below. Accordingly, School Board and Lender hereby acknowledge that in the event MIADOCS 13491158 5