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Agenda 12/10/2024 Item #16D 5 (State Housing Initiatives Partnership (SHIP) Memorandum of Understanding (MOU) between Collier County and MHP Collier LTD - for new construction of rental housing units at the Ekos Allegro development (SHIP Grant Fund 1053))12/10/2024 Item # 16.D.5 ID# 2024-1906 Executive Summary Recommendation to approve and authorize the Chairman to sign a State Housing Initiatives Partnership (SHIP) Memorandum of Understanding (MOU) between Collier County and MHP Collier LTD to further affordable housing initiatives through a $767,980.80 impact fee loan for new construction of rental housing units at the Ekos Allegro development and authorize the County Manager or designee to execute any and all SHIP-related subordination agreements for this property in accordance with the MOU. (SHIP Grant Fund 1053) OBJECTIVE: To support comprehensive affordable housing opportunities and further the County’s strategic plan focus area on Community Development for very low-, low- and moderate-income persons through the State Housing Initiatives Partnership Program (SHIP). CONSIDERATIONS: The William E. Sadowski Affordable Housing Act provides funding to local communities to promote and advance affordable housing initiatives with funds generated through documentary stamp tax on real estate transactions. The County has established its SHIP Program in accordance with sections 420.907-.9079, Florida Statutes, and Chapter 67-37, Florida Administrative Code. Under the SHIP Program, Collier County and the City of Naples receive funds from the State of Florida through the Florida Housing Finance Corporation to undertake eligible activities. On April 26, 2022, Agenda Item #16.D.3, the Board of County Commissioners (Board) approved Resolution 22- 68A adopting the SHIP-required 2022-2025 Local Housing Assistance Plan (LHAP). On July 23, 2024, Agenda #Item 16.D.3, the Board approved Resolution No. 2024-137 adopting amendments to the LHAP. The LHAP includes the Rental Development Strategy, which permits the County to use SHIP funds to support for- profit or non-profit organizations to construct new rental units within Collier County for income-eligible renters. This SHIP strategy is designed to support landlords/owners who have site control of land to build single-family, multifamily, or mobile/manufactured rental units on scattered sites or within a rental complex. Annually, the Community and Human Services (CHS) staff advertise an application cycle to secure organizations to implement SHIP strategies. The application cycle was from January 6, 2022, through February 11, 2022. CHS received a total of thirty (30) applications and four (4) were for SHIP-eligible projects. On March 10 and 11, 2022, the Review and Ranking committee met to review all applications. The committee selected McDowell Housing Partner’s affordable housing project for award. McDowell Housing Partners, LLC, through MHP Collier LTD is the managing partner (“Developer”) for the Ekos Allegro project. The Developer commenced construction in February 2022. As part of this development, 160 rental units are restricted for households earning 60% AMI or below, which includes 3 SHIP-assisted units to be rented to households earning 50% AMI or below for at least thirty (30) years. The Developer requested a loan in the amount of $767,980.80 at 0% interest to cover a portion of the cost of impact fees associated with the development of affordable housing units at the Ekos Allegro. Repayment of the loan is payable in one lump sum no later than December 10, 2054. As part of this arrangement, the County is being asked to subordinate its loan interest to the senior lenders utilizing a standard form subordination agreement with minor modifications for State grant compliance, as negotiated amongst all parties’ attorneys. Therefore, staff is requesting that the Board authorize the County Manager or designee to execute any and all related loan subordinations for this property in accordance with this MOU and project, upon receipt from the senior mortgagees and approval from the County Attorney’s Office. Additionally, the Developer will be responsible for executing a Declaration of Restrictive Covenants agreement, Promissory Note, and Mortgage for the 30-year affordability period, in favor of Collier County, pursuant to the FY 2022-2025 approved LHAP. Page 6752 of 10663 12/10/2024 Item # 16.D.5 ID# 2024-1906 FISCAL IMPACT: Funds in the amount of $767,980.80 are available in SHIP Grant Fund (1053), Project 33807. The proposed action does not have any impact on the General Fund (0001). - DPN GROWTH MANAGEMENT IMPACT: Acceptance of these agreements will allow the County to expand affordable housing opportunities for its citizens and further the goals of the Housing Element of the Collier County Growth Management Plan. LEGAL CONSIDERATIONS: This item has been approved for form and legality and requires a majority vote for Board approval. - CJS RECOMMENDATIONS: Recommendation to approve and authorize the Chairman to sign a State Housing Initiatives Partnership (SHIP) Memorandum of Understanding (MOU) between Collier County and MHP Collier LTD to further affordable housing initiatives through a $767,980.80 impact fee loan for new construction of rental housing units at the Ekos Allegro development and authorize the County Manager or designee to execute any and all SHIP-related subordination agreements for this property in accordance with the MOU. (SHIP Grant Fund 1053) PREPARED BY: Prepared By: Lisa N. Carr, Supervisor-Grants, Community and Human Services Division ATTACHMENTS: 1. MOU btw Collier County & MHP Collier LTD_EKOS Allegro (Copy) 2. Mortgage (SHIP) MHP Collier Ltd_EKOS Allegro (Copy) 3. Promissory Note_EKOS Allegro (Copy) 4. Declaration of Restrictive Covenants for EKOS Allegro (Copy) 5. Subordination Agreement (Fannie Mae Loan)_EKOS Allegro 6. Subordination Agreement (County SHIP Loan)_EKOS Allegro Page 6753 of 10663 Grant - SHIP l'vlOLJ # Activity SPONSOR CSFA # Total Loan Amount UEI# EIN# Period of Performance !Fiscal Year i Monitoring End FY 2022-2023 SHRD22-004 Rental Development Loan MHP Collier LTD i 40.901 ' $767,980.80 N/A 85-2285092 September I, 2024 0 , throu_h Decembe1 ' � 10,2054 I December 31st I 1212054 MEMORANDUM OF UNDERSTANDING BET\.VEEN COLLIER COUNTY AND MHP COLLIER LTD FOR DEVELOPMENT OF AFFORDABLE HOUSING THIS MEMORANDUM OF UNDERSTANDING (this "MOU"') is made and entered into this __ day of ______ , 2024 (the "Effective Date"), by and between Collier County, a political subdivision of the State of Florida ("COUNTY .. ), having its principal address at 3339 Tamiami Trail East, Naples. FL 34112. and MHP Collier LTD. a Florida limited partnership. (""SPONSOR'.) and, together with the COUNTY. collectively·, the ··Parties'·). having its principal office at 777 Brickell Ave., Suite 1300. Miami. FL 3313l. 'WHEREAS, the \Villiam E. Sadovvski Affordable Housing Act adopted by the State of Florida in 1992 provided a dedicated revenue source for affordable housing in Florida and created the State Housing Initiatives Partnership Program (the "SHIP Program"): and WHEREAS, the SHIP Program is established in accordance with sections 420.907-.9079, Florida Statutes, and Chapter 67-37. Florida Administrative Code: and WHEREAS, pursuant to the SHIP Program, the COUNTY is undertaking certain activities to primarily benefit persons or households earning not greater than 80 percent of median annual income adjusted for family size: and \VHEREAS, on April 26. 2022, the Collier County Board of County Commissioners adopted the Fiscal Year 2022-2025 Local Housing Assistance Plan (LHAP) through Resolution No. 2022-68A, as later amended by technical revision on November l 0, 2022; and WHEREAS, on July 23, 2024, the COUNTY adopted amendments to the LHAP through Resolution No. 2024-13 7 to update strategies and other technical amendments; and :-.!HP COLLIER LTD S! !IP RENTAL DEVELOPMENT SHRD22-004 EKOS Allegro Page 6754 of 10663 Page 6755 of 10663 Page 6756 of 10663 Page 6757 of 10663 Page 6758 of 10663 Page 6759 of 10663 Page 6760 of 10663 Page 6761 of 10663 Page 6762 of 10663 Page 6763 of 10663 Page 6764 of 10663 Page 6765 of 10663 Page 6766 of 10663 Page 6767 of 10663 Page 6768 of 10663 Page 6769 of 10663 Page 6770 of 10663 Page 6771 of 10663 Page 6772 of 10663 Page 6773 of 10663 Page 6774 of 10663 Page 6775 of 10663 Page 6776 of 10663 Page 6777 of 10663 Page 6778 of 10663 Page 6779 of 10663 Page 6780 of 10663 Page 6781 of 10663 Page 6782 of 10663 Page 6783 of 10663 Page 6784 of 10663 Page 6785 of 10663 Page 6786 of 10663 Page 6787 of 10663 Page 6788 of 10663 Page 6789 of 10663 Page 6790 of 10663 Page 6791 of 10663 Page 6792 of 10663 Page 6793 of 10663 Page 6794 of 10663 Page 6795 of 10663 Page 6796 of 10663 Page 6797 of 10663 Page 6798 of 10663 Page 6799 of 10663 Page 6800 of 10663 Page 6801 of 10663 Page 6802 of 10663 Page 6803 of 10663 Page 6804 of 10663 Page 6805 of 10663 Page 6806 of 10663 Page 6807 of 10663 Page 6808 of 10663 Page 6809 of 10663 Page 6810 of 10663 Page 6811 of 10663 Page 6812 of 10663 Page 6813 of 10663 Page 6814 of 10663 SUI}ORDINATION AGIIEEMENT (Affordable) This SUBORDINAl'lON AGREEMENT (this "Agreement'') dated as of is executed by and among (i) KEYBANK NATIONAL ASSOCIATION, a national banking association ("Senior Lender"), (ii) Collier County, a political subdivision ofthe State olFlorida ("Subordinate Lender"), and (iii) MHP COLLIER LTD, a Florida limited partnership ("Borrower"). A. Pursuant to that certain Multifamily Loan and Security Agreement dated as of the date hereof, executed by and between Borrower and Senior Lender (as amended, restated. replaced, supplemented or otherwise modified from time to time. the "Senior Loan Agrcement"), Senior l.ender has agreed to make a loan to Borrower in the original principal amount of $ [15,808,785.00] (the "Senior Loan"), as evidenced by that certain Multifamily Note dated as ol the date hereof. executed by Borrower and made payable to the order ofSenior Lender in the amount ofthe Senior Loan (as amended, restated, replaced, supplemented or otherwise modified from time to time. the "Senior Note"). B. In addition to the Senior Loan Agreement, the Senior Loan and the Senior Note are also secured by a cefiain Multifamily Mortgage, Deed of Trust or Deed to Secure Debt dated as of the date hereof(as amended. restated, replaced, supplemented or otherwise modified from time to time, the "Senior Security Instrument"), encumbering the property described in the Senior Security Instrument as the "Mortgaged Property." C. Borrower has requested Senior Lender to permit that certain subordinate loan in the amount of $767.980.80(the "Subordinate Loan") from Subordinate Lender to Borrower and to allow the Subordinate Loan to be secured by a mortgage lien against the Mortgaged Property. D. Senior Lender has agreed to permit the continued existence ofthe Subordinate Loan and to allow the subordinate mortgage lien to continue against the Mortgaged Property subject to all ofthe conditions contained in this Agreement. Subordination Agreement (Affordable) Fannie Mac Form 6{56 06-t9 Page I O 2019 Fannie Mae ----- [Space Above This Line For Recording Datal ------- ITECITALS: Page 6815 of 10663 I 2 AGREEMEN'I'S: NOW, THEREFORE, in order to induce Senior Lender to permit the Subordinate Loan to Borrower and to allow a subordinate moftgage lien against the Mongaged Property, and in consideration thereof. Senior Lender, Subordinate Lender and Borrower agree as follows: Recitals. The recitals set forth above are incorporated herein by reference. Definitions. In addition to the terms defined in the Recitals to this Agreement. for purposes of this Agreement the following terms have the respective meanings set fbrth below: ''Affiliate" means, when used rl-ith respect to a Person, any corporation. partnership. joint venture. limited liability company, limited liability partnership, trust or individual Controlled by, under common Control with, or which Controls such Person. and in all cases any other Person that holds fifty percent (50%) or more ofthe ownership interests in such Person. "Borrower" means the Person named as such in the first paragraph on page I olthis Agreement. any successor or assign of Borrower, including without limitation. a receiver. trustee or debtor-in- possession and any other Person (other than Senior Lender) who acquires title to the Mortgaged Propety after the date of this Agreement. "Business Day" means any day other than (a) a Saturday, (b) a Sunday, (c) a day on which Senior Lender is not open for business. or (d) a day on which the Federal Reserve Bank ofNew York is not open lor business. "Condemnation Action'' means any action or proceeding, however characterized or named. relating to any condemnation or other taking, or conveyance in lieu thereot of all or any part of the Mortgaged Property, whether direct or indirect. "Control" (including with correlative meanings, the terms "Controlling," "Controlled by" and "under common Control with"). as applied to any entity, means the possession. directly or indirectly. ol the power to direct or cause the direction of the management or operations of such entity. whether through the ownership of voting securities, ownership interests or by contract or othern'ise. "Default Notice" means: (a) a copy of any written notice lrom Senior Lender to Borrower and Subordinate Lender stating that a Senior Loan Delault has occurred under the Senior Loan Documents; or (b) a copy of the written notice from Subordinate Lender to Borrower and Senior Lender stating that a Subordinate Loan Default has occurred under the Subordinate Loan Documents. Each Default Notice shall specify the default upon which such Default Notice is based. Form 6.156 06-19 Page 2 O 2019 Fannie Mae Subordination Agreement (Affordable) Fannie Mae Page 6816 of 10663 "Person" means an individual, an estate, a trust, a corporation. a partnership, a Iimited liability compan"v or any other organization or entity (whether govemmental or private). "Regulatory Agreement" means the DECT.ARATION OF RDSTRICTIVE COVENANTS FOI{ EKOS ALLEGRO bv and between Borrower in lavor of Subordinatc Lender dated and recorded in the public records of Collier County, Florida on . in Official Records Book [ ]. Page I l. "Senior Lender" means the Person named as such in the tirst paragraph on Page 1 of this Agreement, its successors and assigns and any other Person who becomes the legal holder ofthe Senior Loan after the date ol this Agreement. "Senior Loan Default" means the occurrence of an "Event of Default" as that lerm is defrned in the Senior Loan Docurnents. "Senior Loan Documents" means the Senior Security lnstrument, the Senior Note. the Senior Loan Agreement, and all other "Loan Documents" as that term is defined in the Senior Loan Agreement. ''Subordinate Lender" means the Person named as such in the first paragraph on page I of this Agreement, any successor or assign of Subordinate Lender. including without limitation, a receiver. trustee or debtor-in-possession and any other Person who becomes the legal holder ofthe Subordinate Note after the date of this Agreement. "Subordinate Loan Agreement" means the MEMORANDUM OF UNDERSTANDING BETWEEN COLLIER COLI.{'TY AND MHP COLLIER LTD. FOR DEVELOPMENT OF AFFORDABLE HOUSING dated Lender. by and bctween Borrower and Subordinatc ln "Subordinate Loan Default" means a delault by Borrower in performing or observing an1'ofthe terms, covenants or conditions in the Subordinate Loan Documents to be pertbrmed or observed by it. which continues beyond any applicable period provided in the Subordinate Loan Documents for curing the default. "Sutrordinate Loan Documents" means the Subordinate Note. the Subordinate Mortgage, the Subordinate Loan Agreement, the Regulatory Agreement, and all other documents evidencing. securing or other\^/ise executed and delivered in connection with the Subordinate Loan. "Subordinate Mortgage" means the STATE HOLISING INITIATIVES PARTNERSHIP (SHIP) PROGRAM MORTGAGU dated bv Borrower to Subordinate Lender, and recorded in the public records of Collier County. Florida on Official Records Book I l, Page [ ] . "Subordinate Note" means the Promissorv Note dated , issued by Borrower to Subordinate Lender. or order. to evidence the Subordinate Loan Subordination Agreement (Affordable) Fannie Mae Form 6,156 06-19 Page 3 @ 2019 Fannie Mae Page 6817 of 10663 3. Permission to Place Mortgage Lien Against Mortgaged Property. Senior Lender agrees, nolwithstanding the prohibition against inferior liens on the Mortgaged Property contained in the Senior l.oan Documents and subject to the provisions of this Agreement. to permit the Subordinate Mortgage and other recorded Subordinate Loan Documents to continue to encumber the Mortgaged Property to secure Borrower's obligation to repay the Subordinate Note and all other obligations, indebtedness and liabilities of Borrower to Subordinate Lender under and in connection with the Subordinate Loan. 4. Borrorvcr's and Subordinate Lendcr's ILcprescntations and Warranties. Borrower and Subordinate Lender each make the following representations and warranties to Senior Lender: (a) Subordinate Loan Documents. The Subordinate Loan is evidenced by the Subordinate Note and is secured by the Subordinate Mortgage, the Subordinate I.oan Agreement and the Subordinate I-oan Documents. (b) Subordinatc Note. The indebtedness evidenced by this Note is and shall be subordinate in right of payment to the prior payment in full of the indebtedness evidenced by a Multifamily Note (and any schedules) dated as oleven date herewith in the original principal amount ol $_. executed by and payable to the order of (''Senior Lender"), to the extent and in the manner provided in that cefiain Subordination Agreement dated as of even date herewith between the payee ol this Note. and Senior Lender and (the "Subordination Agreement"). The Mortgage (and any exhibits) securing this Note is and shall be subject and subordinate in all respects to the liens, terms, covenants and conditions of the Multifamily Mortgage, Deed of Trust or Deed to Secure Debt (and any exhibits) securing the Multifamily Note and the terms, covenants and conditions of the Multifamily Loan and Security Agreement evidencing the terms of the Multifamily Note, as more fully set forth in the Subordination Agreement. The rights and remedies olthe pa1'ee and each subsequent holder ofthis Note under the Mortgage (and any exhibits) securing this Note are subjecl to the restrictions and limitations set forth in the Subordination Agreement. Each subsequent holder of this Note shall be deemed, by virtue of such holder's acquisition ol the Note, to have agreed to perform and observe all of the terms, covenants and conditions to be performed or observed by Subordinate Lender under the Subordination Agreement. Subordination Agreement (Affordable) Fannie Mae Form 6456 06-19 Page 4 @ 2019 Fannie Mae The Subordinate Nole shall be deemed to contain the lbllouing provision: Page 6818 of 10663 (c) Relationship of Borrower to Subordinate Lender and Senior Lender. Subordinate Lender is not an Affiliate of Borrower and is not in possession of any facts which would lead it to believe that Senior Lender is an Affiliate of Borrower. (d) Term. The term of the Subordinate Note does not end before the stated term ofthe Senior Note. (e) Subordinate Loan Documents. The executed Subordinate L,oan Documents are subslantially in the same fbrms as those submitted to, and approved by, Senior Lender prior to the date olthis Agreement. (0 Non-Recourse, Subordinate Lender shall submit the fbllowing items to Senior Lender the later of (a) ten ( I 0) Business Days alter the date on which the proceeds of the Subordinate Loan are disbursed to Borrower, and (b) the effective date ofthe Senior Loan Documents: (l) Titlc Polio' Endorscment. An endorsement to the policy of title insurance insuring the lien of the Senior Security lnstrument which insures that (A) there are no liens or other encumbrances affecting the Mortgaged Property, other than "Permitted Encumbrances'' (as defined in the Senior Security lnstrument), the Subordinate Mortgage, and other Subordinate Loan Documents filed or recorded against the Mortgaged Property, (B) the tien of the Subordinate Mortgage is subordinate to the lien olthe Senior Security Instrument. and (C) this Agreement has been recorded among the applicable land records. (2) Certification. A certification from Borrower and Subordinate Lender to Senior Lender that the Subordinate Loan Documents do not contain any changes from the Subordinate Loan Documents submitted to, and approved by, Senior Lender prior to the date of this Agreement. (3) Subordinate Loan Documents. A complete set ol the fully executed Subordinate Loan Documents, certified by Borrower to be true, correct and complete. Subordination Agreement (Affordable) Fannie Mae Form 6456 06- 19 Page 5 @ 2019 Fannie Mae 5. l'he Subordinate Note states that the Subordinate Loan is non-recourse to the Borrr-rwer. Deliveries. Page 6819 of 10663 6 (4) Senior Loan Documents. An executed copy ofeach ofthe Senior Loan Documents, certified by Borrower to be true, correct and complete. Terms of Subordination. (a) Agreement to Subordinate. Senior Lender and Subordinate Lender agree that (1) the indebtedness evidenced by the Subordinate Loan Documents is and shall be subordinated in right of payment. to the extent and in the manner provided in this Agreement, to the prior payment in full of the Indebtedness evidenced by the Senior Loan Documents, and (2) the liens, terms, covenants and conditions of the Subordinate Mortgage and the other Subordinate Loan Documents are and shall be subject and subordinate in all respects to the liens, terms, covenants and conditions of the Senior Security Instrument and the other Senior Loan Documents and to all advances heretofore made or which may hereafter be made pursuant to the Senior Security Instrument and the other Senior Loan I)ocuments (including but not limited to. all sums advanced for the purposes of (A) protecting or Iurlher securing the lien ofthe Senior Security lnstrument, curing defhults by Borrower under the Senior Loan Documents or for any other purpose expressly permitted by the Senior Loan Documents, or (B) constructing. renovating. repairing. furnishing. fixturing or equipping the Mortgaged Property). (b) Subordination of Subrogation Rights. Subordinate Lender agrees that il by reason of its payment of real estate taxes or other monetary obligations of Borrower, or by reason olits exercise ofany other right or remedy under the Subordinate Loan Documents. it acquires by right of subrogation or otherwise a lien on the Mortgaged Property which (but fbr this subsection) would be senior to the lien of the Senior Security lnstrument, then, in that event, such lien shall be subject and subordinate to the lien ofthe Senior Security lnstrument. Until Subordinate [-ender receives a Default Notice (or otherwise acquires actual knowledge) of a Senior Loan Default, Subordinate Lender shall be entitled to retain for its own account all payments made under or pursuant to the Subordinate Loan Documents. (d) Payments After Senior Loan Default. Borrower agrees that, after it receives a Default Notice (or otherwise acquires knowledge) ofa Senior Loan Default, it will not make any payments under or pursuant to the Subordinate Loan Documents (including but not limited to principal, interest, additional interest, late payment charges, default interest, attomeys' fees, or any other sums secured by the Subordinate Loan Documents) without Senior Lender's prior written consent. Subordinate Lender agrees that, after it receives a Default Notice from Senior Lender with written instructions directing Subordinate l,ender not to accept payments t-rom Borrower on account of the Subordinate Loan, it will not Subordination Agreement (Affordsble) Fannie Mae Form 6456 06-t9 Page 6 O 2019 Fannie Mae (c) Payments Bcfore Scnior Loan Default. Page 6820 of 10663 accept any payments under or pursuant to the Subordinate Loan Documents (including but not linrited to principal. interest. additional interest. late payment charges, default interest, attorne) s' fees, or any other sums secured by the Subordinate Loan Documents) without Senior Lender's prior written consent. If Subordinate Lender receives written notice liom Senior Lender that the Senior Loan Default which gave rise to Subordinate Lender's obligation not to accept payments has been cured, waived, or otherwise suspended by Senior Lender, the restrictions on payment to Subordinate Lender in this Section 6 shall terminate, and Senior Lender shall have no right to any subsequent payments made to Subordinate Lender by Borrower prior to Subordinate Lender's receipt ol a new Default Notice liom Senior Lender in accordance with the provisions of this Section 6(d). (e) Remitting Subordinate Loan Payments to Senior Lender. lf" after Subordinate Lender receives a Default Notice tiom Senior Lender in accordance with Section 6(d). Subordinate Lender receives any payments under the Subordinate [-oan Documents. Subordinate Lender agrees that such paymenl or other distribution will be received and held in trust lbr Senior Lender and unless Senior Lender otherwise notifies Subordinate Lender in writing, will be promptly remitted, in kind to Senior Lender. properly endorsed to Senior Lender. to be applied to the principal of, interest on and other amounts due under the Senior Loan Documents in accordance with the provisions of the Senior Loan Documents. By executing this Agreement, Borrower specifically authorizes Subordinate Lender 1o endorse and remit any such payments to Senior Lender, and specifically waives any and all rights to have such payments retumed to Borrower or credited against the Subordinate Loan. Borrower and Senior Lender acknowledge and agree that payments received by Subordinate Lender, and remitled to Senior Lender under this Section 6. shall not be applied or otherwise credited against the Subordinate Loan, nor shall the tender ofsuch payment to Senior Lender waive any Subordinate Loan Default which may arise from the inability of Subordinate Lender to retain such payment or apply such payment to the Subordinate Loan. (0 Notice of Paymcnt from Othcr Persons. Subordinate Lender agrees to notify (telephonically or via email, followed by written notice) Senior Lender of Subordinate Lender's receipt liom any Person other than Borrower of a payment with respect to Borrower's obligations under the Subordinate Loan Documents. promptly alier Subordinate Lender obtains knowledge of such payment. (g) Agrcement Not to Commcnce Bankruptcy Proceeding. Subordinate Lender agrees that during the term of this Agreement it will not commence. or ioin with any other creditor in commencing any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings against or with respect to Borrower, without Senior Lender's prior written consent. Page 1 O 2019 Fannie Mae Subordination Agreement (Affordable) Fannie Mae Form 6456 06-19 Page 6821 of 10663 7.Default Under Subordinate Loan Documents. (a) Notice ofSubordinate Loan Default and Curc llights. Subordinate Lender shall deliver to Senior Lender a Default Notice within five (5) Business Da1's in each case where Subordinate Lender has given a Default Notice to Borrower. Failure ol Subordinate Lender to send a Default Notice to Senior Lender shall not prevent the exercise of Subordinate Lender's rights and remedies under the Subordinate Loan Documents. subject to the provisions olthis Agreement. Senior Lender shall have the right, but not the obligation, to cure any Subordinate Loan Delault within sixty (60) days follou'ing the date of such notice: provided. however that Subordinate Lender shall be entitled, during such sixty (60) day period, to conlinue to pursue its rights and remedies under the Subordinate Loan Documents. All amounts paid by Senior Lender in accordance with the Senior Loan Documents to cure a Subordinate Loan Delault shall be deemed to have been advanced by Senior Lender pursuant to, and shall be secured by, the Senior Loan Agreement and the Senior Security Instrument. (b) Subordinate Lcnder's Excrcisc of Rcmedics Aftcr Notice to Senior Lcndcr. lf a Subordinate Loan Default occurs and is continuing, Subordinate Lender agrees that. without Senior Lender's prior u'ritten consent, it will not commence fbreclosure proceedings with respect to the Mortgaged Propcrty under the Subordinate Loan Documents or exercise any other rights or remedies it may have under the Subordinate Loan Documents, including, but not limited to accelerating the Subordinate Loan (and enforcing any "due on sale" provision included in the Subordinate l.oan Documents), collecting rents. appointing (or seeking the appointment of) a receiver or exercising any other rights or remedies thereunder unless and until it has given Senior Lender at least sixty (60) days prior written notice; during such sixty (60) da1' period. however. Subordinate Lender shall be entitled to exercise and enforce all other rights and remedies available to Subordinate Lender under the Subordinate Loan Documents and/or under applicable laws. including without limitation. rights to enforce covenants and agreements of Borrower relating to income, rent, or affordability restrictions contained in any land use restriction agreement. (c) Cross Dcfault. Bomower and Subordinate Lender agree that a Subordinate Loan Default shall constitute a Senior Loan 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 Senior Loan Default. Il Subordinate Lender notifies Senior Lender in writing that any Subordinate Loan Default of w'hich Senior Lender has received a Default Notice has been cured or waived, as determined by Subordinate Lender in its sole discretion, then provided that Senior Lender has not conducted a sale ofthe Mortgaged Property pursuant to its rights under the Senior Loan Documents, any Senior Loan Default under the Senior Loan Documents arising solely from such Subordinate Loan Default shall be deemed cured. and the Senior Loan shall be reinstated, provided, however. that Senior Lender shall not be required to return or otherwise credit for the benefit of Borrower any delault rate interest or other delault related charges or paynlents received by Senior Lender during such Senior Loan Default. Subordination Agreemcnt (Affordable) Fannie Mae Form 6,156 06-19 Page 8 @ 2019 Fannie Mae Page 6822 of 10663 8. Default Under Scnior Loan Documents. (a) Notice of Senior Loan Default and Cure Rights. Senior Lender shall deliver to Subordinate Lender a Delault Notice within iive (5) Business Days in each case where Senior Lender has given a Default Notice to Borrower. Failure ofSenior Lender to send a Delault Notice to Subordinate Lender shall not prevent the exercise of Senior [,ender's rights and remedies under the Senior I-oan Documents, subject to the provisions of this Section 8(a). nor shall such failure constitute a default by Senior Lender under this Agreement. Subordinate l.ender shall have the right. but not the obligation. to cure any such Senior Loan Default within sixty (60) days following the date of such Delault Notice or the date on which Subordinate Lender otherwise acquires actual knowledge of Senior Loan Default; provided, however. that Senior Lender shall be entitled during such sixty (60) day period to continue to pursue its remedies under the Senior Loan Documents. Subordinate Lender may have up to ninety (90) days from the date ofthe Default Notice to cure a non-monetary default ifduring such ninety (90) day period Subordinate Lender keeps current all payments required by the Senior Loan Documents. [n the event that such a non-monetary default creates an unacceptable level of risk relative to the Mortgaged Property. or Senior Lender's secured position relative to the Mortgaged Property. as determined by Senior Lender in its sole discretion, then Senior Lender may exercise during such ninety (90) day period all available rights and remedies to protect and preserve the Mo(gaged Properry and the rents, revenues and other proceeds fiom the Mortgaged Property. All amounts paid by Subordinate Lender to Senior Lender to cure a Senior Loan Default shall be deemed to have been advanced by Subordinate Lender pursuant to. and shall be secured by the Subordinate Loan Agreement and the Subordinate Mortgage. (b) Cross Default. Subordinate Lender agrees that, notwithstanding anl contrary provision contained in the Subordinate Loan Documents, a Senior Loan Delault shall not constilute a delault under the Subordinate Loan Documents (if no other default has occurred under the Subordinate Loan Documents) until either (1) Senior Lender has accelerated the maturity ofthe Senior Loan. or (2) Senior Lender has taken alfirmative action to exercise its rights under the Senior Loan Documents to collect rent, to appoint (or seek the appointment o1) a receiver or to lbreclose on (or to exercise a power ofsale contained in) the Senior Loan Documents. At any time atier a Senior Loan Default is determined to constitute a det-ault under the Subordinate Loan Documents. Subordinate Lender shall be permitted to pursue its remedies for default under the Subordinate Loan Documents, subject to the restrictions and limitations of this Agreement. If at any time Borrower cures any Senior Loan Default to the satisfaction of Senior Lender. as evidenced by u'ritten notice from Senior Lender to Subordinate Lender, any default under the Subordinate Loan Documents arising from such Senior Loan Default shall be deemed cured and the Subordinate Loan shall be retroactively reinstated as ifsuch Senior Loan Default had never occurred. 9.Conflict. Bomower, Senior Lender and Subordinate Lender each agrees that, in the event of any conf'lict or inconsistency between the terms ofthe Senior Loan Documents. the Subordinate Loan Documents and the terms of this Agreement. the terms of this Agreement shall govern and control Subordination Agreement (Affordable) Fannie Mae Pagc 9 O 2019 Fan nic Mac Form 6456 06-t 9 Page 6823 of 10663 solely as to the lbllowing: (a) the relative priority of the security interests ol Senior Lender and Subordinate Lender in the Mortgaged Propeny; (b) the timing ofthe exercise of remedies by Senior Lender and Subordinate Lender under the Senior Loan Documents and the Subordinate Loan Documents, respectively; and (c) solely as between Senior Lender and Subordinate Lender, the notice requirements, cure rights, and the other rights and obligations which Senior Lender and Subordinate Lender have agreed to as expressly provided in this Agreement. Borrou.er acknowledges that the terms and provisions olthis Agreement shall not, and shall not be deemed to: extend Borrower's time to cure any Senior Loan Defhult or Subordinate Loan Def'ault. as the case may be: give Bonower the right to notice of any Senior Loan Default or Subordinate Loan Default, as the case may be other than that. if any, provided. respectively under the Senior Loan Documents or the Subordinate Loan Documents; or create any other right or benefit lbr Bonower as against Senior Lender or Subordinate Lender. 10. Rights and Obligations of Subordinatc Lcndcr Undcr the Subordinatc Loan Documents and of Senior Lcndcr undcr the Scnior Loan Documents. Subject to each ofthe other terms of this Agreement. all of the lollowing provisions shall supersede any provisions olthe Subordinate Loan Documents covering the same subject matter: (a) Protection of Security Interest. Subordinate Lender shall not, without the prior written consent of Senior Lender in each instance, take any action which has the eflect ofincreasing the indebtedness outstanding under, or secured by. the Subordinate Loan Documents, except that Subordinate Lender shall have the right to advance funds to cure Senior Loan Defaults pursuant to Section 8(a) and advance funds pursuant to the Subordinate Loan Documents for the purpose of paying real estale taxes and insurance premiums. making necessary repairs to the Mortgaged Property and curing other defaults by Borrower under the Subordinate Loan Documents. (b) Condemnation or Casualty. Following the occurrence of (1) a Condemnation Aclion. or (2) a fire or other casualfy resulting in damage to all or a portion ofthe Mortgaged Property (collectively, a "Casualty"), at any time or times when the Senior Security Instrument remains a lien on the Morlgaged Property the following provisions shall apply: (A) Subordinate Lender hereby agrecs that its rights (under the Subordinate [,oan Documenls or otherwisc) to participate in any proceeding or action relating to a Condemnation Action or a Casualty, or to participate orjoin in any settlement of, or to adjust, any claims resulting from a Condemnation Action or a Casualty shall be and remain subject and subordinate in all respects to Senior Lender's rights under the Senior Loan Documents with respect thereto, and Subordinate Lender shall be bound by any settlement or adjustment of a claim resulting from a Condemnation Action or a Casualty made by Senior Lender; provided, however, this subsection or anything contained in this Agreement shall not limit the riglrts of Subordinate Lender to lile any pleadings. documents. claims Subordination Agreement (Affordable) Fannie Mae Form 6,156 06-19 Pagc l0 O 2019 Fannie Mae Page 6824 of 10663 or notices with the appropriate court with jurisdiction over the proposed Condemnation Action or Casualty; and (B) all proceeds received or to be received on account of a Condemnation Action or a Casualty, or both, shall be applied (either to payment of the costs and expenses of repair and restoration or to payment ol the Senior Loan) in the manner determined by Senior Lender in its sole discretion: provided, however, that if Senior Lender elects to apply such proceeds to payment of the principal of, interest on and other amounts payable under the Senior Loan, any proceeds remaining after the satisfaction in full of the principal of, interest on and other amounts payable under the Senior Loan shall be paid to. and may be applied by. Subordinate Lender in accordance with the applicable provisions of the Subordinate Loan Documents, provided however. Scnior Lender agrees to consult with Subordinate Lender in determining the application of Casualty proceeds, provided furlher. however. that in the event ol any disagreement between Senior Lender and Subordinate Lender over the application of Casualty proceeds. the decision of Senior Lender, in its sole discretion, shall prevail. (c) Insurance, Subordinate Lender agrees that all original policies ol insurance required pursuant to the Senior Security Instrument shall be held by Senior Lender. The preceding sentence shall not preclude Subordinate Lender from requiring that it be named as a 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 ol payment of the proceeds of property damage insurance under the Senior Security lnstrument, or that it be named as an additional insured under all policies ol liability insurance maintained by Borrower with respect to the Mortgaged Property. (d) No Nlodification ofSubordinate Loln Documcnts. Borrower and Subordinate Lender each agree that. until the principal ofl, interest on and all other amounts payable under the Senior Loan Documents have been paid in full. it will not, without the prior written consent ofSenior Lender in each instance, increase the amount olthe Subordinate I-oan, increase the required payments due under the Subordinate Loan, decrease the term of the Subordinate Loan, increase the interest rate on the Subordinate Loan, or otherwise amend the Subordinate Loan terms in a manner that creates an adverse effect upon Senior Lender under the Senior Loan Documents. Any unauthorized amendment of the Subordinate Loan Documents or assignment of Subordinate Lender's interest in the Subordinate Loan without Senior Lender's consent shall be void ab initio and ofno effect whatsoever. I l. Modification or Refinancing of Senior Loan. Subordinate Lender consents to any agreement or arrangement in i.l.hich Senior Lender waives, postpones, extends, reduces or modifies any provisions of the Senior Loan Documents, including any provision requiring the payment of money. Subordinate Lender further agrees that its agreement to subordinate hereunder shall extend to any new moftgage debt which is for the Subordination Agreement (Affordable) Fannie Mae Form 6.156 06-19 Page I I O 2019 Fannie Mae Page 6825 of 10663 purpose ofrefinancing allor any part ofthe Senior Loan (including reasonable and necessary costs associated with the closing and/or the refinancing); and that all the terms and covenants ol this Agreement shall inure to the benefit of any holder of any such refinanced debt; and that all references to the Senior Loan, the Senior Note, the Senior Loan Agreement, the Senior Security Instrument. the Senior Loan Documents and Senior Lender shall mean, respectively. the refinance loan, the refinance note loan agreement, the mortgage securing the refinance note, all documents evidencing securing or otherwise pertaining to the refinance note and the holder oithe refinance note. 12. Default by Subordinate Lender or Senior Lendcr. If Subordinate Lender or Senior Lender delaults in performing or observing any of the 1erms, covenants or conditions to be performed or observed by it under this Agreement, the other, non-defaulting lender shall have the right to all available legal and equitable relief'. 13. Reinstatement. To the extent that Borower makes a payment to Senior Lender or Senior Lender recelves any payment or proceeds ofthe collateral securing the Senior Loan for Borrower's benefit, which payment or proceeds or any parl thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law. common law'or equitable doctrine, then to the extent of such payment or proceeds received and not retained by Senior Lender, this Agreement shall be reinstated and continue in full fbrce and effect until full and final payment shall have been made 1o Senior Lender. Subordinate Lender agrees to hold in trust for Senior Lender and promptly remit to Senior Lender any payments received by Subordinate Lender alier such invalidated. rescinded or returned payment was originally made. 14. Notices. (a) Process of Serving Notice. All notices under this Agreement shall be: (l) in writing and shall be: (A) delivered, in person; (B) mailed, postage prepaid, either by registered or certified delivery, retum receipt requested; (C) sent by ovemight courier; or (D) sent by electronic mail with originals to follow by overnight courier; (2) addressed to the intended recipient at the address(es) below the signature block, as applicable; and Subordination Agreement (Affordable) Fannie Mae Form 6,156 06-19 Pagc l2 O 2019 Fannie Mae Page 6826 of 10663 (3) deemed given on the earlier to occur o f': (A) the date when the notice is received by the addressee; or (B) if the recipient refuses or rejects delivery, the date on which the notice is so refused or rejected, as conclusively established by the records of the United States Postal Service or any express courier service. (b) Change of Address. Any party to Agreement may change the address to rvhich notices inlended for it are to be directed by means ofnotice given to the other parties identified in this Agreement. (c) Receipt of Notices. Senior Lender, Subordinate Lender or Borrower shall not refuse or reject delivery of any notice given in accordance with this Agreement. Each party isrequired to acknowledge. in writing, the receipt of any notice upon request by the other party. 15. Gcneral. (a) As s ign m c nt/S u cces so rs. 'fhis Agreen.rent shall be binding upon Borrower, Senior Lender and Subordinate Lender and shall inure to the benefit of the respective legal successors, lransf'erees and assigns of Bomower. Senior Lender and Subordinate Lender. Borrower shall not assign any of its rights and obligations under this Agreement without the prior r,"'ritten consent ofSenior Lender. (b) No Partnership or Joint Vcnture. (c) Senior Lender's and Subordinate Lendcr's Consent. Wherever Senior Lender's consent or approval is required by any provision of this Agreement, such consent or approval may be granted or denied by Senior Lender in its sole and absolute discretion. unless other.wise expressly provided in this Agreement. Wherever Subordinate Lender's consent or approval is required by any provision of this Agreement, such consent or approval may be granted or denied by Subordinate Lender in its sole and absolute discretion, unless otherwise expressly provided in this Agreement. (d) FurtherAssurances. Subordinate Lender, Senior Lender and Borrower each agrees. at Borrower's expense, to execute and deliver all additional instruments and/or documents reasonably required by any other pafiy to this Agreement in order to evidence that the Subordinate Mortgage is subordinate to the Subordination Agreement (Affordable) Fannie Mae Form 6J56 06-19 I'age l3 @ 2019 Fannie Mae Senior Lender's permission for the placement ofthe Subordinate Loan does not constitute Senior Lender as a joint venturer or partner of Subordinate Lender. Neither party hereto shall hold itselfout as a partner, agent or Affiliate olthe other party hereto. Page 6827 of 10663 lien, covenants and conditions ofthe Senior Loan Documents, or to lurther evidence the intent of this Agreement. (e) Amendment, This Agreement shall not be amended except by written instrument signed by all panies hereto. (0 Govcrning Larv. This Agreement shall be governed by the laws of the jurisdiction in which the Mortgaged Property is located without giving effect to any choice of law provisions thereofthat would result in the application ol the laws of another jurisdiction. Senior Lender, Subordinate Lender and Borrower agree that any conlroversy arising under or in relation to this Security Instrument shall be litigated exclusively in the jurisdiction in which the Mortgaged Property is located. The state and federal coufts and authorities with j urisdiction in such locale shall have exclusive jurisdiction over all controversies that arise under or in relation to this Agreement. The parties hereto irrevocably consent to service, jurisdiction, and venue of such courts for any such litigation and waive any other venue to which any might be entitled by virtue oldomicile. habitual residence or otherwise. (g) SevcrablcProvisions, Ifany provision ofthis Agreement shall be invalid or unenforceable to any extent, then the other provisions of this Agreement, shall not be aff'ected thereby and shall be enforced to the greatest extent permitted by law. (h) Term. The term ofthis Agreement shall commence on the date hereoland shall continue until the earliesl to occur ofthe tbllowing events: (1) the payment in full ofthe principal of, interest on and other amounts payable under the Senior Loan Documents; (2) the payment in f'ull of the principal o1', interest on and other amounts payable under the Subordinate Loan Documents, other than by reason olpayments which Subordinate Lender is obligaled to remit to Senior Lender pursuant to Section 6 hereof: (3) the acquisition by Senior Lender of title to the Morlgaged Property pursuant to a foreclosure or a deed in lieu ol foreclosure of. or the exercise ofa power ofsale contained in. the Senior Loan Documents: or (4) the acquisition by Subordinate Lender oftitle to the Mortgaged Property pursuant to a foreclosure or a deed in lieu of foreclosure of. or the exercise of a power of sale contained in, the Subordinate Loan Documents, but only if such acquisition of title does not violate any of the terms of this Agreement. (D Countcrparts. This Agreement may be executed in any number of counterparts. each of which shall be considered an original for allpurposes; provided. however, that all such counterparts shall together constitute one and the same instrument. Subordination Agreement (Affordable) Fannie Mac Form 6t156 06-19 Page l4 O 20I9 Fannie Mae Page 6828 of 10663 CI) Sale of Senior Loan. Nothing inthis Agreement shall limit Senior Lender's (including any assignee or transferee ofSenior Lender) right to sell or transf'er the Senior Loan, or any interest in the Senior Loan. The Senior Loan or a partial interest in the Senior Loan (together with this Agreement and the other Loan Documents) may be sold one or more times without prior notice to Borrower. IRemainder of Page Intentionally Blankl Subordination Agreement (Aflordable) Fannie Mae Form 6,156 06-19 Pagc l5 O 2019 Fannie Mae (^:) Page 6829 of 10663 IN WITNESS WHEREOF, Borrower, Senior Lender and Subordinate Lender have signed and delivered this Agreement under seal (where applicable) or have caused this Agreement to be signed and delivered under seal (where applicable) by a duly authorized representative. Where applicable law so provides, Borrower, Senior l,ender and Subordinate Lender intend that this Agreement shall be deemed to be signed and delivered as a sealed instrument. SITNIOIt LI;NI)l;ll.: By: Name Title: (sEAL) Address: With a copy to: Fannie Mae Attention: Multifamily Management Drawer AM 1 100 l5th Street, NW Washington, DC 20005 Assel (*".) Subordination Agreement (Affordable) Fannie Mae Form 6456 06-19 Pagc I O 2019 Fannie Mae Page 6830 of 10663 STJBOI{I)INATE LE,NDER: COLLIER COUNTY COMMUNITY AND HUMAN SEITVICES DIVISION Name: Address:B1' Name I'itle: Name: Address: STATE OF COLNTY OF 2024, by means of n physical presence or E online notarization, by Kristi Sonntag. a(n) Director for Collier County Communitv and Human Services Division, on behalfolthe county. Said person is [ ] personally known to me or [ ] has produced a valid driver's license as identification. lsEALl Notary Public Print Name: ) ) ) Commission Expires:_ Adtlress: Collier County, Florida 3339 Tamiami Trail East Building H, Suite 21 I Naples, FL 34112 Attention: Director, Community & Human Services Telephone: 239 -252-2486 Suhordination Agreenrent (Affordable) Fannie Mac Form 6456 06-19 Page 2 @ 2019 Fannie Mae a WITNESSES: SS: The loregoing instrument was acknowledged before me this _ day of Page 6831 of 10663 BOII.ITOWIIR: MHP COLLIER LTD. a lrlorida limitcd partnership By: MHP Collier SLP. LLC. a Florida limited Iiability company, its Special Limited Partner Name: Address: B),: N anr e: Name: W. Patrick McDowell Title: Chief Executive Officer Adclre s s STATE OF SS: COUN'IY OF The lbregoing instrument was acknowledged befbre me this _ day of 2024. by means of E physical presence or E online notarization, by W. Patrick McDowell, Chief Executive Officer of MHP Collier SLP, LLC, a Florida limited liability company. the Special Limited Partner of MHP Collier Ltd, a Florida limited partnership, on behalf of the limited partnership. Said person is [ ] personally known to me or | ] has produced a valid driver's license as identiiication. ISEAL] Notary Public Print Name: Commission Expires:_ Address: l\4HI) (lollier Ltd 777 ilrickell Avenue. Suite 1300 Miami. Florida 33131 Attn: Christopher Shear With a copy to: Nelson Mullins Riley & Scarborough LLP 390 N Orange Ave., Suite 1400 Orlando, FL 32801 Attn: Roman J. Petra. Esq. Subordination Agreement (Affordable) Fannie Mae Form 6456 06-19 Page 3 O 2019 Fannie Mae @ WI'I'NIiSSES: ) ) ) Page 6832 of 10663 Exhibit A (Legal Description) TRACT "D'' CADENZA AT HACIENDA LAKES OF NAPLES, ACCORDING TO THE PLAT THEREOF RECORDED IN PLAT BOOK 74, PAGES 16 THROUGH 20, IN THE PUBLIC RECORDS OF COLLIER COUNTY. FLORIDA Subordination Agrecment (Affordable) Fannie Mae Form 6456 06-19 Page 4 O 2019 Fannie Mae Page 6833 of 10663 ISpacc Abovc This Line For Recording Datal AFTER RECORDING RETURN TO: David M. Lewis, Esq. Thompson Hine LLP 3900 Key Center 127 Public Square Cleveiand, Ohio 441 I 4 S UBO IIDINA'I'ION AGITE I'MEN't (Affordable) (Counfi SHIP Loan) This SUIIORDINATION AGREEMENT (this "Agreement") dated as o1' 2024 (the "Effcctive Date"), is executed by and between (i) KEYBANK NATIONAL ASSOCIATION, a national banking association (the "Senior Lender"): and (ii) Collicr Countv, Florida, a political subdivision of the State ol Florida ("Subordinate Lender''). u'ith the conscnt and joinder ol MHP COLLIER LTD, a Florida limited partnership (the "Borrower"). RECITALS: A. Pursuant to that c ertain Construction Loan Agreemer?, dated as ofJanuary 27 ,2022. executed by and between Borrower and Senior Lender (as amended, restated. replaced. supplemented or otherwise modified tiom time to time, the "Senior Loan Agreement"). KeyBank has or will make a loan to Borrower in the original aggregate principal amount of up to S25,000,000.001 (collectively, the "Senior Loan"), as evidenced by: (a) a Promissory Note in favor of Senior Lender dated as of January 27 ,2022, in the face amount ol $22,500.000,00 (as it may be amended, restated, modified, or extended, the "Collateral Funtl Note"); and (b) a Promissory Note in favor of Senior Lender dated as of January 27,2022, in the face amount of $2,500.000.00 (as it may be amended. restated, modified, or extended, the "Bridge Loan Note": and together with the Collateral Fund Note, the"Senior Note"). B. ln addition to the Senior Loan Agreement, the Senior Loan and the Senior Note are also secured by a certain Morlgage, Assignment of Leases and Rents, Assignment of Controcts, Subordination Agreement (Affordable) Fsnnie Mae 4855-8236-6r90 Form 6,156 06-r9 Page I O 2019 Fann ie Mae Page 6834 of 10663 Security Agreement, and Fixture Filing recorded in the Off-rcial Records of Collier County. Florida. under Instrument No.6197478 (as amended, restated, replaced. supplemented or otherwise modified from time to time, the "Senior Security Instrument"). encumbering the propefty described in the Senior Security Instrument as the "Mortgaged Property." The Mortgaged Property is legatly described on Exhibit A. attached hereto. E. Borrower has requested Senior Lender to permit that certain subordinate loan in the amount of $767,980.80 (the "Subordinate Loan") from Subordinate Lender to Borrower and to allow the Subordinate Loan to be secured by a mortgage lien against the Mortgaged Property, as well as a Declaration of Restrictive Covenants .fbr EKOS Allegro, given by Borrower in favor of Subordinate Lender, and to be recorded against the Mortgaged Property (the "Regulatory Agreement"). F. Senior Lender has agreed to permit the Subordinate Loan and to allow the subordinate mortgage lien and the Regulatory Agreement against the Mortgaged Property subject to all of the conditions contained in this Agreement. AGREEMENTS: NOW, THEREFORE, in order to induce Senior Lender to permit the Subordinate I-oan to Borrower and to allow a subordinate mortgage lien against the Mortgaged Property, and in consideration thereof, Senior Lender and Subordinate Lender agree as follows: Recitals. The recitals set forth above are incorporated herein by reference Definitions. In addition to the terms defined in the Recitals to this Agreement. for purposes of this Agreement the following terms have the respective meanings set lorth below: "Affiliate" means, when used with respect to a Person. any corporation, partnership, joint venture. limited tiability company, limited liability partnership. trust or individual Controlled by. under common Control with, or which Controls such Person. and in all cases any other Person that holds fifty percent (50%) or more ofthe ownership interests in such Person. "Borrower" means the Person named as such in the first paragraph on page I ofthis Agreement, any successor or assign ofBorrower, including without limitation, a receiver, trustee or debtor-in- possession and any other Person (other than Senior Lender) who acquires title to the Mongaged Property after the date of this Agreement. I 2 "Business Day" means any day other than (a) a Saturday, (b) a Sunday, (c) a day on which Senior Lender is not open for business, or (d) a day on which the Federal Reserve Bank ofNew york is not open for business. "Condemnation Action" means any action or proceeding, however characterized or named. Subordination Agreement (Affordablc) Fannie Mae 1855-ti236-6190 Page 2 O 2019 Fannie Mae Form 6.156 06-t9 Page 6835 of 10663 relating to any condemnation or other taking, or conveyance in lieu thereof, of all or any part of the Morlgaged Property, whether direct or indirect. "Control" (including with correlative meanings, the terms "Controlling," "Controlled by" and "under common Control with"), as applied to any entity, means the possession, directly or indirectly, ol the power to direct or cause the direction ol the management or operations of such entity, whether through the ownership of voting securities, ownership interests or by contract or otherwise. "Default Notice" means: (a) a copy of any written notice lrom Senior Lender to Borrou'er and Subordinate Lender stating that a Senior Loan Default has occurred under the Senior Loan Documents: or (b) a copy ofthe w'ritten notice from Subordinate Lender to Borrower and Senior Lendcr stating that a Subordinate Loan Defuult has occurred under the Subordinate Loan Documents. Each Default Notice shall specifu the default upon which such Default Notice is based. "Person'' nteans an individual. an estate, a trust, a corporation, a partnership, a limited liabilitl' company or any other organization or entity (whether governmental or private). "Regulatory Agreement" is defined in the Recitals. "Senior Lender" means the Person named as such in the lirst paragraph on Page 1 of this Agreement, its successors and assigns and any other Person who becomes the legal holder of the Senior Loan after the date ofthis Agreement. "Senior Loan Default" means the occurrence of an "Event of Default" as that term is defined in the Senior Loan Documents. "Senior Loan Documents" means the Senior Security Instrument, the Senior Note, the Senior Loan Agreement, and all other "Loan Documents" as that term is defined in the Senior Loan Agreement. "Subordinate Lender" means the Person named as such in the first paragraph on pagc I of this Agreement, any successor or assign of Subordinate Lender, including without limitatior.r. a receiver, trustee or debtor-in-possession and any other Person who becomes the legal holder ofthe Subordinate Note after the date olthis Agreement. "Subordinate Loan Agreement'' means tbe Memorandum of L'nderstanding Benleen Collier County and MHP Collier, LTD.for Developmen! o.f Ajlordable Housing dated lon or about the Etfective Datel by and between Borrower and Subordinate Lender. "Subordinate Loan Default" means a default by Bonower in performing or observing any ofthe terms, covenants or conditions in the Subordinate Loan Documents to be perlormed or observed by it. which continues beyond any applicable period provided in the Subordinate Loan Documents lor curing the default. Subordination Agreement (Affordable) Fannie Mae 4855-8236-6 r90 Form 6456 06- 19 Page 3 O 2019 Fannie Mac Page 6836 of 10663 "subordinate Loan Documents" means the Subordinate Note, the Subordinate Mortgage, the Subordinate Loan Agreement, the Regulatory Agreement, and all other documents eviclencing, securing or otherwise executed ar,d delivered in connection with the Subordinate Loan. ''Subordinate Mortgage" means the State Housing lnitiative.s Partnership (SHIP) Progrmn ,\fiortgage dated _. 2024. encumbering the Mortgaged Propert.v as securitl' fbr the Subordinate [.oan, which Subordinate Lender will cause to be recorded arnong the applicable land records imrrediately before this Agreement. "Subordinate Note" means lhe Promissory Note dated [on or about the Effective Date] issued by Borrower to Subordinate Lender, or order, to evidence the Subordinate Loan. Senior Lender agrees, notwithstanding the prohibition against inferior liens on the Mortgaged Property contained in the Senior Loan Documents and subject to the provisions ofthis Agreement. to permit Subordinate Lender to record the Subordinate Mortgage and other recordable Subordinate Loan Documents against the Mortgaged Property to secure Borros'er's obligation to repay the Subordinate Note and all other obligations. indebtedness and liabilities of Borrower to Subordinate Lender under and in connection with the Subordinate Loan. 4, Subordinate Lender's Representations and Warranties. Subordinate Lender makes the following representations and warranties to Senior Lender: (a) Subordinate Loan Documents. The Subordinate Loan is evidenced by the Subordinate Note and is secured by the Subordinate Mortgage, the Subordinate Loan Agreement, and the other Subordinate Loan Documents. (b) Subordinate Note. The Subordinate Note is deemed by the parties hereto to contain the following provision: "The indebtedness evidenced by this Note is and shall be subordinate in right of payment to the prior payment in {ull of the indebtedness evidenced by (i) that certain Promissory Nore dated January 27,2022, in the originai principal amount of $22,500,000.00, executed by Bonower. and payable to the order of KeyBank National Association ('Senior Lender'), and (ii) that certain Prontissory Note dated lanuary 27,2022, in the original principal amount of $2,500,00.00 executed by Borrower and payable to the order of Senior Lender, to the extent alld in the manner provided in that certain Subordination Agreement dated as ofthe date hereof, by and among the t,ender ofthis Note, the Borrower. and the Senior Lender (the 'Subordination Agreement'). The mortgage securing this Note is and shall be subject and subordinate in all respects to the liens, terms. covenants and conditions of the Senior Mortgage (as defined in the Subordination Agreement) securing the Subordination Agreement (Affordable) Fannie Mae 4855-8236-6 r90 Form 6456 06-19 Page'l @ 2019 Fannic Mae 3. l'ermission to Place Mortgage Lien Against Mortgaged Properh". Page 6837 of 10663 Senior Note and the terms of the Senior Note, as more lully set forth in the Subordination Agreement. The rights and remedies of the Lender and each subsequent holder ofthis Note under the morlgage securing this Note are subject to the restrictions and limitations set forth in the Subordination Agreement. Each subsequent holder of this Note shall be deemed, by virtue of such holder's acquisition of the Note, to have agreed to perform and observe all of the terms, covenants and conditions to be performed or observed by Subordinate Lender under the Subordination Agreement. " (c) Relationship ofBorrower to Subordinate Lender and Senior Lender. Subordinate Lender is not an Affiliate of Borrower and is not in possession ofauy t'acts which would lead it to believe that Senior Lender is an Affiliate of Borrower. (d) Term. The term ofthe Subordinate Note does not end before the stated term ofthe Senior Note. (e) Subordinate Loan Documents. The executed Subordinate Loan Documents are substantially in the same forms as those submitted to, and approved by, Senior Lender prior to the date of this Agreement. (0 Non-Recourse. The Subordinate Loan is non-recourse to the Borrower. 5. Deliveries. Subordinate Lender shall submit the following items to Senior Lender the later of (a) ten (10) Business Days after the date on which the proceeds ofthe Subordinate Loan are disbursed to Borrower, and (b) the effective date ofthe Senior Loan Documents: (l) Title Policy Endorsemcnt. An endorsement to the policy of title insurance insuring the lien of the Senior Security Instrument which insures that (A) there are no liens or other encumbrances affecting the Mortgaged Property, other than "Permitted Encumbrances" (as defined in the Senior Security Instrument), the Subordinate Mortgage, and other Subordinate Loan Documents filed or recorded against the Mortgaged Property, (B) the lien of the Subordinate Mortgage is subordinate to the lien ofthe Senior Security Instrument. and (C) this Agreement has been recorded among the applicable land records. Subordination Agreement (Affordable) Fannie Mae 4855-8216-6190 Form 6456 06-19 I'age 5 @ 2019 Fannic Mae Page 6838 of 10663 6 (2) Certification. A certification from Subordinate Lender to Senior Lender that the Subordinate Loan Documents do not contain any changes from the Subordinate Loan Documents submitted to, and approved by, Senior Lender prior to the date of this Agreement. (3) Subordinate Loan Documents. A complete set of the fully executed Subordinate Loan Documents, certified by Subordinate Lender to be true, correct and complete. (4) Senior Loan Documents. An executed copy ofeach ofthe Senior Loan Documents. Terms of Subordination. (a) Agreement to Subordinate. Senior Lender and Subordinate Lender agree that (l) the indebtedness evidenced by the Subordinate Loan Documents is and shall be subordinated in right of payment, to the extent and in the manner provided in this Agreement, to the prior payment in full of the Indebtedness evidenced by the Senior Loan Documents, and (2) the liens, terms, covenants and conditions of the Subordinate Mortgage and the other Subordinate Loan Documents are and shall be subject and subordinate in all respects to the liens, terms, covenants and conditions of the Senior Securitl Instrument and the other Senior Loan Documents and to all advances heretofbre made or which may hereafter be made pursuant to the Senior Security lnstrument and the other Senior Loan Documents (including but not limited to, all sums advanced for the purposes o1'(A) protecting or further securing the lien ofthe Senior Security Instrument, curing defaults bl,Bonower under the Senior Loan Documents or for any other purpose expressly permitted by the Senior Loan Documents, or (B) constructing, renovating, repairing, furnishing, fixturing or equipping the Mortgaged Property). (b) Subordination of Subrogation Rights. Subordinate Lender agrees that il by reason of its payment of real estate taxes or other monetary obligations of Borrower, or by reason of its exercise ofany other right or remedy under the Subordinate Loan Documents, it acquires by right of subrogation or otherwise a lien on the Mortgaged Property which (but for this subsection) would be senior to the lien of the Senior Security Instrument, then, in that event, such lien shall be subject and subordinate to the lien ofthe Senior Security Instrument. (c) Payments Before Senior Loan Default. Until Subordinate Lender receives a Default Notice (or otherwise acquires actual knowledge) of a Senior Loan Default, Subordinate Lender shall be entitled to retain for its own account all payments made under or pursuant to the Subordinate Loan Documents. Subordination Agreement (Affordable) Fannie Mae 4855-8236-6190 Form 6456 06-19 Page 6 O 2019 Fannie Mae Page 6839 of 10663 (d) Payments After Senior Loan Default. Borrower, by joining this Agreement, agrees that, after it receives a Default Notice (or' otherwise acquires knowledge) ofa Senior Loan Default. it will not make any payments under or pursuant to the Subordinate Loan Documents (including but not limited to principal, interest. additional interest, Iate payment charges, default interest, attorneys' fees, or any otller sums secured by the Subordinate Loan Documents) without Senior Lender's prior written consent. Subordinate Lender agrees that, after it receives a Delault Notice from Senior Lender with written instructions directing Subordinate Lender not to accept payments from Borrower on account ofthe Subordinate Loan, it will not accept any payments under or pursuant to the Subordinate Loan I)ocuments (including but not limited to principal. interest. additional inlerest, late payment charges, default interest, attorneys' fees" or any other sums secured by the Subordinate Loan Documents) without Senior Lender's prior written consent. IfSubordinate Lenderreceives uritten notice t'rom Senior Lender that the Senior Loan Default which gave rise to Subordinate Lender's obligation not to accept payments has been cured, waived, or otherwise suspended by Senior Lender. the restrictions on payment to Subordinale Lender in this Section 6 shall terminate, and Senior l.ender shall have no right to any subsequent payments made to Subordinale Lender by Bonow'er prior to Subordinate Lender's receipt of a new Default Notice from Senior Lender in accordance with the provisions ofthis Section 6(d). (e) Remitting Subordinate Loan Payments to Senior Lender. ll after Subordinate Lender receives a copy ofany Default Notice liom Bomower or Senior Lender in accordance with Section 6(d), Subordinate Lender receives any payments under the Subordinate Loan Documents^ Subordinate Lender agrees that such payment or other distribution rvill be received and held in trust for Senior Lender and unless Senior Lender otherwise notifies Subordinate Lender in writing, will be promptly remitted, in kind to Senior Lender, properly endorsed to Senior Lender, to be applied to the principal oi interest on and other amounts due under the Senior Loan Documents in accordance with the provisions of the Senior Loan Documents. By joining this Agreement, Borrower specifically authorizes Subordinate Lender to endorse and remit any such payments to Senior l-ender, and specifically waives any and all rights to have such payments returned to Borrower or credited against the Subordinate Loan. Borrou,er and Senior Lender acknowledge and agree that paymenls received by Subordinate Lender, and remitted to Senior Lender under this Section 6, shall not be applied or otherwise credited againsr the Subordinate Loan, nor shall the tender of such payment to Senior Lender waive any Subordinate Loan Default which may arise from the inability of Subordinate l-ender to retain such payment or apply such payment to the Subordinate Loan. (f) Notice of Payment from Other Persons. Subordinate Lender agrees to notit/ (telephonically or via email, followed by writtcn notice) Senior Lender of Subordinate Lender's receipt from any Person other than Borrower of a payment with respect to Borrower's obligations under the Subordinate Loan Documents, promptll' after Subordinate Lender obtains klowledge of such payment. Subordination Agreement (Affordable) Fann ie Mae 1855-82-16-6190 Form 6456 06-19 Page '7 @ 2019 Fannie l\{ae Page 6840 of 10663 (g) Agreement Not to Commence Bankruptcy Proceeding. Subordinate Lender agrees that during the term of this Agreement it will not commellce, or join with any other creditor in commencing any bankuptcy, reorganization, arrangement. insolvency or liquidation proceedings against or with respect to Borrower, without Senior Lender's prior written consent. (h) Termination Upon Foreclosure. The lien and operation of the Subordinate Loan Documents will automatically terminate following a foreclosure under the Senior Mortgage, a trustee's sale or other exercise of a power of sale or similar disposition under the Senior Mortgage, or the acceptance by Senior Lender of a deed to the Mortgaged Property in lieu ofsuch a foreclosure, trustee's sale, or similar disposition. 7.Default Under Subordinate Loan Documents. (a) Notice ofSubordinate Loan Default and Curc Rights. Subordinate Lender shall deliver to Senior Lender a Default Notice within fir'e (-5) Busincss Days in each case where Subordinate Lender has given a Default Notice to Borrower. Failure of Subordinate Lender to send a Default Notice to Senior Lender shall not prevent the exercisc ol Subordinate Lender's rights and remedies under the Subordinate Loan Documents, subject to the provisions of this Agreement. Senior Lender shall have the right, but not the obligation, to cule any Subordinate Loan Default within ninety (90) days fbllowing the date of such notice. All amounts paid by Senior Lender in accordance with the Senior Loan Documents to cure a Sr.rbordinate Loan Default shall be deemed to have been advanced by Senior Lender pursuant to. and shall be secured by, the Senior Loan Agreement and the Senior Security Instrument. (b) Subordinatc Lendcr's Excrcise of Remedies After Notice to Senior Lcnder. lf a Subordinate Loan Delault occurs and is continuing, Subordinate Lender agrees that, without Senior Lender's prior written consent, it will not commence foreclosure proceedings rvith respect to the Mortgaged Property under the Subordinate Loan Documents or exercise any other rights or remedies it may have under the Subordinate Loan Documents, including, but not limited to accelerating the Subordinate Loan (and cnforcing any ''due on sale'' provision included in the Subordinate Loan Documents), collecting rents, appointing (or seeking the appointn,ent ol) a receiver. enforcing covenants and agreements of Borrower relating to income. rent. age. or affordability restrictions contained in any land use restriction agreement or exercising any othcr rights or remedies under the Subordinate Loan Documents. (c) Cross Default. Borror.ver (by joining this agreement) and Subordinate Lender agree that a Subordinate Loan Default shall constitute a Senior Loan Default under the Senior Loan Doculnents 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 Senior Loan Default. lf Subordinate Lender notifies Senior Lender in writing that any Subordinate Loan Delault olwhich Senior Lender has received Subordination Agreement (Affordable) Fannie Mae 4855-8216-6190 Form 6456 06-19 Page 8 O 2019 Fannic Mae Page 6841 of 10663 a Default Notice has been cured or waived. as determined by Subordinate Lender in its sole discretion, then provided that Senior Lender has not conducted a sale ofthe Mortgaged l)ropcrtl' pursuant to its rights under the Senior Loan Documents. any Senior Loan Detault under the Senior' l-oan Documents arising solely liom such Subordinate Loan Default shall be deemed cured. and the Senior Loan shall be reinstated, provided, however, that Senior Lender shall not be required to retum or otherwise credit for the benefit of Bomower any default rate interest or other default related charges or payments received by Senior Lender during such Senior Loan Default. tt.Default Under Senior Loan Documents. (a) Notice of Senior Loan Default and Cure Rights. Senior Lender shall deliver to Subordinate Lender a copy ofany Delault Notice delivered by Senior Lender to Borrower within five (5) Business Days in each case where Senior Lender has given a Default Notice to Borrower. Failure of Senior Lender to send a copy of such Default Notice to Subordinate Lender shall not prevent the exercise ofSenior Lender's rights and remedies under the Senior Loan Documents, subject to the provisions of this Section 8(a), nor shall such lailure constitute a default by Senior Lender under this Agreement. Subordinate Lender shall have the right, but not the obligation, to cure any such Senior Loan Default within sixty (60) dal's lbllowing the date of such Default Notice or the date on which Subordinate Lender otherwise acquires actual knowledge ofSenior Loan Delault: provided, however. that Senior Lender shall be entilled during such sixty (60) day period to continue to pursue its remedies under the Senior Loan Documents. Subordinate Lender rnay have up to ninety (90) days fiom the date of the Default Notice to cure a non-monetary default if during such ninety (90) day period Subordinate Lender keeps current all payments required by the Senior Loan Documents. In the event that such a non- monetary default creates an unacceptable level of risk relative to the Mortgaged Property, or Senior Lender's secured position relative to the Mortgaged Property, as determined by Senior l,ender in its sole discretion. then Senior Lender may exercise during such ninety (90) day period all available rights and remedies to protect and preserve the Mortgaged Property and the rents, revenues and other proceeds from the Mortgaged Property. All amounts paid by Subordinatc Lender to Senior Lender to cure a Senior Loan Default shall be deemed to have been advanced by Subordinate Lender pursuant to, and shall be secured by the Subordinate Loan Agreement and the other Subordinate Loan Documents. (b) Cross Default. Subordinate Lender agrees that, notwithstanding any contrary provision contained in the Subordinate Loan Documents, a Senior Loan Delault shall not constitute a default under the Subordinate Loan Documents (if no other defauh has occurred under the Subordinate I-oan Documents) until either (1) Senior Lender has accelerated the maturitl' of the Senior Loan. or (2) Senior Lender has taken attrrmative action to exercise its rights under the Senior Loan Documents to collect rent, to appoint (or seek the appointment ofl a receiver or to loreclose on (or 1o exercise a power ofsale contained in) the Senior Loan Documents. At any time after a Senior I-oan Default is detemined to constitute a default under the Subordinate Loan Documenls. Subordinate Lender shall be permitted to pursue its remedies fbr delault under the Subordinate l-oan Docun'lents, subject to the restriclions and limitations of this Agreement. lf at any tirre Form 6456 06-19 Pagc 9 @ 2019 Fannie Nlae Subordination Agreemcnt (Affordable) Fannie Mae .1855-8236-6190 Page 6842 of 10663 Borrower cures any Senior Loan Default to the satisfaction of Senior l-ender, as evidenced h1 r.vritten notice from Senior Lender to Subordinate Lender, any default under the Subordinate Loan Documents arising from such Senior Loan Defaull shall be deemed cured and the Subordinate Loan shall be retroactively reinstated as ilsuch Senior Loan Default had ncver occured. ()Conflict. Borrower, Senior Lender and Subordinate Lender each agrees that. in tl.re event of an1 conflict or inconsistency between the temrs ofthe Senior Loan Documents. the Subordinate Loan Documents and the terms of this Agreement, the terms of this Agreement shall govem and control solely as to the following: (a) the relative priority ofthe security interests ol Senior Lender and Subordinate Lender in the Mortgaged Property; (b) the timing ofthe exercise olremedies by Seriior l-ender and Subordinale Lender under the Senior Loan Documents and the Subordinate Loan Documents, respectively; and (c) solely as between Senior Lender and Subordinate Lender, the notice requirements, cure rights, and the other rights and obligations which Senior Lender atid Subordinate Lender have agreed to as expressly provided in this Agreement. Borrower, byjoining this Agreement, acknowledges that the terms and provisions ofthis Agreernent shall not. and shall not be deemed to: extend Borrower's time to cure any Senior Loan Default or Subordinate Loan Default, as the case may be; give Borrower the right to notice of any Senior Loan Default or Subordinate Loan Default, as the case may be other than that, ifany, provided, respectively under the Senior Loan Documents or the Subordinate Loan Documents; or create any other righl or benefit for Borrower as against Senior Lender or Subordinate Lender. 10. Rights and Obligations of Subordinate Lender Undcr thc Subordinate Loan l)ocuments and of Scnior Lender undcr the Scnior Loan Documcnts. Subject to each ofthe other terms of this Agreement, all ofthe following provisions shall supersede any provisions ofthe Subordinate Loan Documents covering the same subject matter: Subordinate Lender shall not, without the prior written consent of Senior Lender in each instance, take any action which has the effect of increasing the indebtedness outstanding under, or' secured by, the Subordinate Loan Documents. except that Subordinate Lender shall have the right to advance funds to cure Senior Loan Defaults pursuant to Section 8(a) and advance funds pursuant to the Subordinate Loan Documents for the purpose of paying real estate taxes and insurance premiums, making necessary repairs to the Mortgaged Property and curing other defaults by Borrower under the Subordinate Loan Documents. (b) Condcmnation or Casualty. Following the occurrence of (1) a Condemnation Action, or (2) a fire or other casualty resulting in damage to all or a portion ofthe Mortgaged Property (collectively. a "Casualty"), at any time or times when the Senior Security lnstrument remains a lien on the Mortgaged Propertl,' the lollowing provisions shall apply: Subordination Agreement (Affordable) Fannie Mae 4855-8236,6190 Form 6456 06-19 l,agc l0 O 2019 Fan nic Nlae (a) Protection of Security Interest. Page 6843 of 10663 (A) Subordinate Lender hereby agrees that its rights (under the Subordinate Loan Documents or otherwise) to participate in any proceeding ot' action relating to a Condemnation Action or a Casualty, or to participate orjoin in any settlement of, or to adjust, any claims resulting from a Condemnation Action or a Casualty shall be and remain subject and subordinate in all respects to Senior Lender's rights under the Senior Loan Documents with respect thereto, and Subordinate Lender shall be bound by any settlement or adjustment of a claim resulting from a Condemnation Action or a Casualty made by Senior Lender: provided, however, this subsection or anything contained in this Agreement shall not limit the rights of Subordinate Lender to file any pleadings. documenls. claims or notices with the appropriate court with jurisdiction over the proposed Condemnation Action or Casualtv: and (B) all proceeds received or to be received on account of a Condemnation Action or a Casualty, or both, shall be applied (either to payment of the costs and expenses of repair and restoration or 10 payment ofthe Senior Loan) in the manner determined by Senior Lender in its sole discretion; provided. however, that if Senior Lender elects to apply such proceeds to payment ol the principal of, interest on and other amounts payable under the Senior Loan. any proceeds remaining after the satisfaction in full ofthe principal of. interest on and other amounts payable under the Senior Loan shall be paid to, and may be applied by, Subordinate Lender in accordance with the applicable provisions ol the Subordinate Loan Documents, provided however, Senior Lender agrees to consult with Subordinate Lender in determining the application of Casualty proceeds. provided further, however. that in the event of any disagreement between Senior Lender and Subordinate Lender over the application of Casualty proceeds. the decision of Senior Lender, in its sole discretion, shall prevail. (c) Insurance. Subordinate Lender agrees that all original policies ol insurance required pursuant to the Senior Security Instrument shall be held by Senior Lender. The preceding sentence shall not preclude Subordinate Lender from requiring that it be named as a loss payee, as its interest ma)' appear, under all policies of property damage insurance maintained by Bonower with respect ro the Mortgaged Property, provided such action does not affect the priority of payment ol the proceeds of propeny damage insurance under the Senior Security Instrument, or that it be narred as an additional insured under all policies of liability insurance maintained by Bon'ower i.vith respect to the Mortgaged Property. (d) No Modification of Subordinate Loan Documents. Borrower and Subordinate Lender each agree that, until the principal of, interest on and all other amounts payable under the Senior Loan Documents have been paid in full, it will not, without the prior written consent ofSenior Lender in each instance, increase the amount ofthe Subordinate Loan. increase the required payments due under the Subordinate Loan, decrease the term of the Subordinate Loan, increase the interest rate on the Subordinate Loan. or otherwise amend the Subordination Agreement (Aflordable) Fannie Mac 4855-lr2l6-6 r90 Form 61156 06-t9 Page I I O 2019 Fannie Mae Page 6844 of 10663 Subordinate Loan terms in a manner that creates an adverse effect upon Senior Lender under the Senior l-oan Documents. Any amendment of the Subordinate Loan Documents or assignment 01' Subordinate Lender's interest in the Subordinate Loan without Senior Lender's consent shall be void ab initio and of no effect whatsoever. I l. Modification or Refinancing of Senior Loan. Subordinate Lender consents to any agreement or arrangement in u'hich Senior Lender waives, postpones, extends, reduces or modifies any provisions of the Senior Loan Documents, including any provision requiring the payment ofmoney. Subordinate Lender lurther agrees that its agreement to subordinate hereunder shall extend to any new mortgage debt which is for the purpose olrefinancing all or any part ofthe Senior Loan (including reasonable and necessary costs associated with the closing and/or the refinancing); and that all the terms and covenants ol this Agreement shall inure to the benefit of any holder of any such refinanced debt: and that all references to the Senior Loan, the Senior Note, the Senior Loan Agreement, the Senior Securitl lnstrument, the Senior Loan Documents and Senior Lender shall mean, respectively, the refinance loan, the refinance note loan agreement, the mortgage securing the refinance note, all documents evidencing securing or otherwise pertaining to the refinance note and the holder of the refinance note. 12, Default by Subordinatc Lendcr or Scnior Lendcr. If Subordinate Lcnder or Senior Lender defaults in performing or observing any of the terms. covenants or conditions to be performed or observed by it under this Agreement, the other. non-defaulting lender shall have the right to all available legal and equitable relief. 1-1. llcinstatemcnt. To the extent that Borrower makes a payment to Senior Lender or Senior Lender receives any payment or proceeds of the collateral securing the Senior Loan for Borrower's benefit, which payment or proceeds or any part thereofare subsequently invalidated. declared to be fraudulent or preferential. set aside and/or required to be repaid to a trustee, receiver or any other party undcr any bankruptcy law. state or federal law, common law or equitable doctrine. then to the extent of such payment or proceeds received and not retained by Senior Lender, this Agreement shall be reinstated and continue in full force and eff'ect until full and llnal payment shall have becn made to Senior Lender. Subordinate Lender agrees to hold in trust for Senior l-ender and promptl) renrl. to Senior Lender any payments received by Subordinate Lender after such invalidated, rescinded or returned payment was originally made. 14, Notices. (a) Process of Serving Notice. All notices under this Agreement shall be (1) in writing and shall be: Subordination Agreemert (Affordable) Fannie Mae 4855-8236-6 i90 Form 6.156 06-19 Page l2 @ 2019 Fannie Mae Page 6845 of 10663 (A) delivered, in person; (B) mailed, postage prepaid, either by registered or certified delivery. retum receipt requested; (C) sent by ovemight courier; or (D) sent by electronic mail with originals to follow by ovemight courier; (2) addressed to the intended recipient at the address(es) below the signature block, as applicable; and (3) deemed given on the earlier to occur of: (A) the date when the notice is received by the addressee; or (B) if the recipient refuses or rejects delivery, the date on which the notice is so refused or rejected, as conclusively established by the records of the United States Postal Service or any express courier service. (b) Change of Address. Any party to Agreement may change the address to which notices intended for it are to be directed by means ofnotice given to the other parties identified in this Agreement. (c) Receipt of Notices. Neither Senior Lender nor Subordinate Lender (nor Borrower, by its joinder hereto) shall refuse or reject delivery of any notice given in accordance with this Agreement. Each party (and Borrower, by its joinder hereto) is required to acknowledge, in writing, the receipt ofany notice upon request by the other party. 15. General, (a) Assignment/Successors. This Agreement shall be binding upon Senior Lender and Subordinate Lender (and Borrower. by its joinder hereto) and shall inure to the benefit of the respective legal successors. transferees and assigns of Borrower, Senior Lender and Subordinate Lender. Bonower shall not assign any of its rights and obligations under this Agreement without the prior written consent of Senior Lender. (b) No Partncrship or.Ioint Vcnturc. Senior Lender's permission for the placement olthe Subordinate Loan does not constitutc Senior Lenderas ajoint venturer or parlner of Subordinate Lender. Neither party hereto shall hold itselfout as a paftner, agent or Affiliate of the other party hereto. Subordination Agreement (Affordable) Fannie Mae -1855,8236-6t90 Form 6456 06-r 9 Page I J @ 2019 Fannie Mae Page 6846 of 10663 (c) Senior Lender's and Subordinate Lender's Consent. Wherever Senior Lender's consent or approval is required by any provision of this ngreement, such consent or approval rray be granted or denied by Senior Lender in its sole and absolute discretion, unless otherwise expressly provided in this Agreement. Wherever Subordinate I-ender's coltsent or approval is required by any provision of this Agreement. such consent or approval may be granted or denied by Subordinate Lender in its sole and absolute discretion. unless otherwise expressly provided in this Agreement. (d) FurtherAssurances. Subordinate Lender, Senior Lender and Borrower each agrees, at Borrower's expense, to execute and deliver alI additional instruments and/or documents reasonably required by any other party to this Agreement in order to evidence that the Subordinate Mortgage is subordinate to thc lien. covenants and conditions ofthe Senior Loan Documents. or to further evidence the intent ol this Agreement. (e) Amendmcnt. This Agreement shall not be amended except by writlen instrument signed by all panies 11ere1o. (0 (iovern in g Larr. This Agreement shall be governed by the laws of the jurisdiction in which the Mortgagcd Property is located without giving effect to any choice of law provisions thereofthat would result in the application of the laws of another jurisdiction. Senior Lender, Subordinate Lender and Borro*er agree that any controversy arising under or in relation to this Security lnstrument shall be litigated exclusively in the jurisdiction in which the Mortgaged Property is located. The statc and federal courts and authorities with jurisdiction in such locale shall have exclusive jurisdiction over all controversies that arise under or in relation to this Agreement. The parties hereto irevocably consent to service, jurisdiction, and venue of such courls for any such litigation and waive any other venue to which any might be entitled by virtue of domicile, habitual residence or otherwise. (g) SeverableProvisions. Ifany provision of this Agreement shall be invalid or unenforceable to any extent, then the other provisions of this Agreement, shall not be affected thereby and shall be enforced to the greatest extent permitted by law. (h) Term. The term olthis Agreement shall commence on the date hereofand shall continue until the earliest to occur ofthe Ibllowing events: (l) the payment in full ofthe principal ol, interest on and other amounts payable under the Senior Loan Documents; (2) the payment in full of the principal oL interest on and other amounts payable under the Subordinate Loan Documents, other than by Subordination Agreement (Affordable) Fannie Mae 485s-82t6-6190 Form 6456 06-19 Page l'l O 2019 Fannic Mac Page 6847 of 10663 reason of payments which Subordinate Lender is obligated to remit to Senior Lender pursuant to Section 6 hereofl: (3) the acquisition by Senior Lender of title to the Mortgaged Property pursuant to a foreclosure or a deed in lieu of foreclosure of, or the exercise ol a power of sale contained in. the Senior Loan Documents; or (4) the acquisition by Subordinate Lender oftitle to the Mortgaged Propefiy pursuant to a foreclosure or a deed in lieu offoreclosure of, or the exercise ofa power of sale contained in, the Subordinate l-oan Documents, but only if such acquisition of title does not violate any of the terms of this Agreement. (i) Counterparts. This Agreement may be executed in any number of counterparts. each of which shall be considered an original for all purposes; provided. however, that all such counterparts shall together constitute one and the same instrurnent. fi) Sale of Senior Loan. Nothing in this Agreement shall limit Senior Lender's (including any assignee or transferee ofSenior Lender) right to sell or transfer the Senior Loan, or any interest in the Senior Loan. The Senior Loan or a partial interest in the Senior Loan (together with this Agreement and the other Loan Documents) may be sold one or more times without prior notice to Borrower, except as specifically required in the Senior Loan Agreement. IRemainder of Page Intentionally Blank] Subordination Agreement (Affordable) Fannie Mae Jit55-8216,6t90 Page l5 @ 2019 Fannie Mae Form 6{56 06-19 Page 6848 of 10663 IN WITNESS WHEREOF. Senior I.ender and Subordinate l-ender have signed and delivered this Agreement under seal (where applicable) or have caused this Agreen.rent to be signcd and delivered under seal (where applicable) by a duly authorized representative. Where applicable law so provides. Senior Lender and Subordinate Lender intend that this Agreement shall be deemed to be signed and delivered as a sealed instrument. SENIOR LIiNDDR: KeyBank National Association. a r)ational banking association Name Address: Ilv: WITNESS: Name: Title: Name Address: S]'ATE OF SS: COLINTY OF The foregoing instrument was acknowledged before me this ) ) ) 2024.by day of a(n) bankingof KeyBank National Association. a national association, on behalf of the national banking association lSE,,\l.l Address: 49 10 Tiedeman Road, 5th Floor Mail Code OH-O1 -5 1-0570 Brooklyn, Ohio 44144 Attention: Community Development Lending Subordination Agreement (Affordable) Fannie Mae 4U55-8216,6190 Notary Public Print Name: Commission Expires With a corrv to Thompson Hine LLP 3900 Key Center 127 Public Square Cleveland. Ohio 441 1 4 Attn: David M. Lewis Page S-l O 2019 Fan nie Mae l'ornr 6.156 06-19 WITNESS: Page 6849 of 10663 WITNESSE,S:SUBOI{DINATE LIiNDEI{: COLLIER COUNTY COMMUNI'TY AND HUMAN SERVICES DIVISION Name: Address By: Name: l'itle: Name Address: STATE OF SS: COLIN IY OF The foregoing instrument was acknowledged before me this _ day of 2024, by means of ! physical presence or ! online notarization, by Kristi Sonntag . a(n) Dircctor fbr Collicr Countt- Communitv and llLrman Scrvices Division. on behalfolthecounty.Saidpersonis[]personallyknowntomeor[]hasproducedavaliddriver's license as identifi cation. IsEAL] Commission Expires &rs99: Collier County, Florida 3 319 Tamiami Trail East Building H, Suite 211 Naples, FL 34112 Attention: Director, Community & Human Services Telep hone: 239-252-2486 ) ) ) Subordination Agreement (Affordable) Fannie Mae 1855-82t6-6190 Form 6,156 06-19 I,age S-2 O 2019 Fannie i\lac @ Notary Public Print Name:_ Page 6850 of 10663 .\cK\o\\'LFll)(;\l NT AND JOINDEIT 'fhe undersigned, being the Borrower referred to in the foregoing Agreement, hereby (i) acknowledges receipt ofa copy thereof, (ii) agrees to all ofthe terms and provisions theteol (iii) agrees to and with the Lender that it shall make no payment on the Subordinate Loan that the Subordinate Lender would not be entitled to receive under the provisions of the Agreement, (iv) agrees that any such payment will constitute a default under the Senior Loan, and (v) agrees to mark its books conspicuously to evidence the subordination of the Subordinate Loan effected hereby. WITNESSES:I]()IIROWER: MHP COLLIER LTD, a lrlorida limited partncrship Name Address: Subordination Agreement (Affordable) Fannie Mae 4855-82.16-6190 By: MHP Collier SLP, LLC, a Florida Iimited liability company, its Special Limited Partner B): Name Name: W. Patrick McDowell Title: Chief Executive Of-ficer Address: STATE OF SS: COLINTY OF The foregoing instrument was acknowledged before me this _ day of 2024, by means of E physical presence or E online notarization, by W. Patrick McDowell, Chicf Executive Offrcer of MHP Collier SLP, LLC, a Florida limited liability company, the Special Limited Patner of MHP Collier Ltd, a Florida limited partnership, on behalf ol the limited partnership. Said person is [ ]personally known to me or [ ] has produced a valid driver's license as identification. ISEAL] Notary Public Print Name: Commission Expires: Address: MHP Collier Ltd 777 Brickell Avenue, Suite 1300 Miami, Florida 33 l3 I Attn: Patrick McDowell ) ) ) Page S-3 O 2019 Fan nie Mar Form 6456 06-19 Page 6851 of 10663 Exhibit A (l,cgal Description) TRACT "D'' CADENZA AT HACIENDA LAKES OF NAPLES, ACCORDING TO TIIE PLAT THEREOF RECORDED IN PLAT BOOK 74, PAGES 16 THROUGH 20, IN THE PUBLIC RECORDS OF COLLIER COTINTY. FLORIDA Subordination Agreement (Affordable) Fannie Mae 1855-8236-6190 Fornr 6.156 06-19 Page A-l @ 2019 Fannie Mae Page 6852 of 10663