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Backup Documents 04/08/2025 Item #16D 6 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 1 6 D• 6 TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY C22MMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. 3 dab- CtrlI, **NEW** ROUTING SLIP 7 Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the exception of the Chairman's signature,draw a line through routinglines#1 through#2,complete the checklist,and forward to the County Attorney Office. Route to Addressee(s) (List in routing order) Office Initials Date 1. Lisa N. Carr Community and Human LNC 4/4/2025 Services 2. County Attorney Office County Attorney Office Ak irb 3. BCC Office Board of County Vl I Commissioners $by 1S I l 4. Minutes and Records Clerk of Courts Office l ( PRIMARY CONTACT INFORMATIO Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,may need to contact staff for additional or missing information. Name of Primary Staff Lisa N.Can,Grants Coordinator II, Phone Number 239-252-2339 Contact/Department Community and Human Services Division Agenda Date Item was April 8, 2025 Agenda Item Number 16.D. to Approved by the BCC Type of Document SHIP subordination agreements and Number of Original 3 Attached all necessary loan documents Documents Attached between Collier County and MHP FL VII, LLLP in the amount of $1,246,600.80 PO number or account N/A number if document is to be recorded INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature? YES 2. Does the document need to be sent to another agency for additional signatures? If yes, LNC provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be LNC signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's LNC Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the LNC document or the final ne otiated contract date whichever is applicable. 6. _ placed on the appropriate pages indicating where the Chairman's LNC signature and initials are equired. 7. In most cases(some contracts are an exception),the original document and this routing slip LNC should be provided to the County Attorney Office at the time the item is input into CivicPlus. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 0 L/J O?/LA2.s 8. The document was approved by the BCC on.144344021and all changes made during the meeting have been incorporated in the attached document. The County w an opt +,; Attorney's Office has reviewed the changes,if applicable. _ this l" 9. Initials of attorney verifying that the attached document is the version approved by the N/A is',(, BCC,all changes directed by the BCC have been made,and the document is ready for the Ni , a �.a Chairman's signature. ✓✓'' I:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised 2.24.05;Revised 11/30/12 1 6 D 6 Instructions 1) Return two (2) certified copies of the first amendment to: Lisa N. Car Supervisor-Grants Collier County Government I Community and Human Services 3339 E. Tamiami Trail, Bldg. H, Suite 211 Naples, FL 34112 239.252.2339 Thank you I:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised 2.24.05;Revised 11/30/12 16D 6 INSTR 6667419 OR 6456 PG 3990 RECORDED 4/10/2025 2:34 PM PAGES 22 Prepared by, and after recording CLERK OF THE CIRCUIT COURT AND COMPTROLLER return to COLLIER COUNTY FLORIDA REC$188.50 P. Andrew SpEelmall. Esq. Ballard Spahr l_-LP 1909 K. Street, NW, !MI Floor Washington, l.)C 22206 SUBORDINATION AGREEMENT GOVERNMENTAL ENTITY - 'EEL (Forward) (Revised 30-2(124) NG-58S8,120W#4896-9712-6936 v4 M) 160 6 Freddie Mac Loan Number: 509120288 Property Name: EKOS Cadenza • SUBORDINATION AGREEMENT GOVERNMENTAL ENTITY—TEL (Forward) (Revised 7-30-2024) THIS SUBORDINATION AGREEMENT("Agreement") is entered into effective as of 8 day of (AOLt I , 2025, by and between (i) THE BANK OF NEW YORK MELLON TRUST COMPANY,N.A., a banking association organized and existing under the laws of the United States ("Senior Lender") and (ii) COLLIER COUNTY, a political subdivision of the State of Florida("Subordinate Lender"). RECITALS A. MI-IP FL VII, LLLP, a limited liability limited partnership organized under the laws of the State of Florida ("Borrower") is the owner of certain land located in Collier County, Florida described in Exhibit A ("Land"). The Land is improved with a multifamily rental housing project ("Improvements"). B. Florida Housing Finance Corporation, a public corporation and a public body corporate and politic duly created and existing under the laws of the State of Florida ("Governmental Lender"), the original holder of the Senior Note, has made a loan to Borrower in the original principal amount of$24,500 000 ("Senior Loan")upon the terms and conditions of a Project Loan Agreement dated as of August 1, 2022 ("Project • Loan Agreement") among Governmental Lender, Senior Lender (in its capacity as Fiscal Agent under the Funding Loan Agreement (defined below)) and Borrower in connection with the Mortgaged Property. The Senior Loan is secured by a Mortgage, Assignment of Leases and Rents,Assignment of Contracts, Security Agreement and Fixture Filing dated as of August 30, 2022 ("Senior Mortgage") encumbering the Land, the Improvements and related personal and other property described and defined in the Senior Mortgage as the"Mortgaged Property." C. Pursuant to a Memorandum of Understanding for Development of Affordable Housing made and entered into January 28, 2025 between Subordinate Lender and Borrower ("Subordinate Loan Agreement"), Subordinate Lender has made or is making a loan to Borrower in the original principal amount of$1,246,600.80 ("Subordinate Loan"), The Subordinate Loan is or will be secured by a State Housing Initiative Partnership Program Mortgage dated January 28, 2025, and recorded February 3, 2025, at Book 6435, Page 2164,with the Recording Office (as defined below) ("Subordinate Mortgage") encumbering all or a portion of the Mortgaged Property. D. The Senior Mortgage is recorded with the Clerk of the Circuit Court and Comptroller, Collier County, Florida("Recording Office") at Book 6170 Page 385. The Subordinate NG-58S8J20W#4896-9712-6936 v4Subordination Agreement Governmental Entity—TEL(Forward) Page 2 CND 16D 6 Mortgage will be recorded in the Recording Office following the recording of the Senior Mortgage. E. The Senior Note was assigned by Governmental Lender to Senior Lender as security for the loan made by Initial Funding Lender(as defined below) to Governmental Lender pursuant to the Funding Loan Agreement (the "Funding Loan"). The Senior Mortgage was assigned by Governmental Lender to Senior Lender as security for the Funding Loan pursuant to an Assignment of Security Instrument dated August 30, 2022, and recorded September 8, 2022 at instrument number 6305886 in the Recording Office. F. Subject to the terms and conditions of that certain Construction Phase Financing Agreement (the "Construction Phase Financing Agreement") dated as of August 1, 2022 between Borrower, KeyBank National Association ("Initial Funding Lender"), • Federal Home Loan Mortgage Corporation and KeyBank National Association, a banking association organized under the laws of the United States ("Permanent Funding Lender"), Initial Funding Lender will subsequently assign and deliver the documents comprising the Funding Loan to the Permanent Funding Lender and, in connection therewith, the Senior Note (as defined herein) and the Senior Mortgage will be amended and restated, and thereafter assigned to the Fiscal Agent("Conversion"). G. Upon Conversion, the Funding Lender(defined below)will have the right to amend and restate the Senior Note and the Senior Mortgage, and the right to amend, waive, postpone,extend, renew, replace, reduce or otherwise modify any provision of any of the Senior Loan Documents (as defined herein),without notice to or the consent or joinder of the Subordinate Lender. H. The execution and delivery of this Agreement is a condition of Funding Lender's consenting to Subordinate Lender's making of the Subordinate Loan and Borrower's granting of the Subordinate Mortgage. AGREEMENT NOW,THEREFORE, for valuable consideration, the receipt and sufficiency of which are acknowledged,the parties agree as follows: 1. Definitions.The following terms, when used in this Agreement(including, as appropriate, when used in the above recitals), will have the following meanings. The terms "Condemnation,""Imposition Reserve Deposits," "Impositions,""Leases," "Rents" and "Restoration," as well as any term used in this Agreement and not otherwise defined in this Agreement, will have the meanings given to those terms in the Senior Loan Agreement. • "Bankruptcy Proceeding"means any bankruptcy, reorganization, insolvency, composition,restructuring, dissolution, liquidation, receivership, assignment for the benefit of creditors, or custodianship action or proceeding under any federal or state law NG-58S8J20W#4896-9712-6936 v4Subordination Agreement Governmental Entity—TEL(Forward) Page 3 16D 6 with respect to Borrower, any guarantor of any of the Senior Indebtedness, any of their respective properties, or any of their respective partners, members, officers, directors, or shareholders. "Borrower" means all persons or entities identified as "Borrower" in the first Recital of this Agreement,together with their successors and assigns, and any other person or entity who acquires title to the Mortgaged Property after the date of this Agreement; provided that the term "Borrower" will not include Senior Lender or Funding Lender if Senior Lender or Funding Lender acquires title to the Mortgaged Property. "Casualty" means the occurrence of damage to or loss of all or any portion of the Mortgaged Property by fire or other casualty. "Continuing Covenant Agreement" means the Continuing Covenant Agreement to he executed by Borrower and Permanent Funding Lender at Conversion. "Enforcement Action"means any of the following actions taken by or at the direction of Subordinate Lender: the acceleration of all or any part of the Subordinate Indebtedness, the advertising of or commencement of any foreclosure or trustee's sale proceedings, the exercise of any power of sale, the acceptance of a deed or assignment in lieu of foreclosure or sale, the collecting of Rents, the obtaining of or seeking of the appointment of a receiver, the seeking of default interest, the taking of possession or control of any of the Mortgaged Property, the commencement of any suit or other legal, administrative, or arbitration proceeding based upon the Subordinate Note or any other of the Subordinate Loan Documents, the exercising of any banker's lien or rights of set-off or recoupment, or the exercise of any other remedial action against Borrower, any other party liable for any of the Subordinate Indebtedness or obligated under any of the Subordinate Loan Documents, or the Mortgaged Property. "Enforcement Action Notice" means a Notice given from Subordinate Lender to Senior Lender and Funding Lender, following one or more Subordinate Mortgage Default(s) and the expiration of any applicable notice or cure periods, setting forth in reasonable detail the Subordinate Mortgage Default(s) and the Enforcement Actions proposed to be taken by Subordinate Lender. "Funding Lender"means Initial Funding Lender prior to Conversion and Permanent Funding Lender from and after Conversion, and any successor holder of the Governmental Note. "Funding Loan Agreement"means the Funding Loan Agreement dated as of August 1, 2022 among Funding Lender, Governmental Lender and Senior Lender. "Governmental Note" means the Multifamily Note delivered by the Governmental Lender evidencing the Funding Loan. NG-58S8J20W#4896-9712-6936 v4Subordination Agreement Governmental Entity—TEL(Forward) Page 4 COO 16D 6 "Lien" means any lien, encumbrance, estate or other interest, recorded against or secured by the Mortgaged Property. "Loss Proceeds" means all monies received or to be received under any insurance policy, from any condemning authority, or from any other source, as a result of any Condemnation or Casualty. "Notice"means all notices, requests, demands, consents, approvals or other communication pursuant to this Agreement provided in accordance with the provisions of Section 10. "Regulatory Agreement" means the Declaration of Restrictive Covenants between Borrower and Subordinate Lender dated January 28, 2025, and recorded February 3, 2025, at Book 6435, Page 2176, with the Recording Office. "Senior Indebtedness"means the"Indebtedness"of Borrower as evidenced by the Senior Loan Documents. "Senior Lender" is defined above. When any other person or entity becomes the legal holder of the Senior Note, such other person or entity will automatically become Senior Lender. "Senior Loan Agreement"collectively means,prior to Conversion,the Project Loan Agreement and the Construction Loan Agreement; and from and after Conversion,the Project Loan Agreement and/or the Continuing Covenant Agreement. "Senior Loan Documents" collectively means prior to Conversion, the"Project Loan Documents"as defined in the Construction Phase Financing Agreement together with the "Loan Documents" as defined in the Construction Loan Agreement. From and after Conversion, "Senior Loan Documents"will mean the "Financing Documents"as defined in the Continuing Covenant Agreement, as such documents may be amended. "Senior Mortgage Default" means any act, failure to act, event, condition, or occurrence which constitutes, or which with the giving of Notice or the passage of time, or both, would constitute, an"Event of Default" as defined in the Senior Loan Documents. "Senior Note" means, prior to Conversion, the Multifamily Note. From and after Conversion, "Senior Note" means the Project Note as defined in the Continuing Covenant Agreement. "Subordinate Indebtedness" means all sums evidenced or secured or guaranteed by, or otherwise due and payable to Subordinate Lender pursuant to, the Subordinate Loan Documents. NG•58S8J20W#4896-9712-6936 v4Subordination Agreement Governmental Entity-TEL(Forward) Page 5 ciko 16D 6 "Subordinate Lender" means the person or entity named as such in the first paragraph of this Agreement and any other person or entity who becomes the legal holder of the Subordinate Note after the date of this Agreement. "Subordinate Loan Documents" means the Subordinate Mortgage, the Subordinate Note, the Subordinate Loan Agreement, the Regulatory Agreement and all other documents at any time evidencing, securing, guaranteeing, or otherwise delivered in connection with the Subordinate Indebtedness,as such documents may be amended. "Subordinate Mortgage Default" means any act, failure to act, event, condition, or occurrence which allows (but for any contrary provision of this Agreement) Subordinate • Lender to take an Enforcement Action. "Subordinate Note"means the promissory note or other evidence of the Subordinate Indebtedness and any replacement of the Subordinate Note. "Surplus Cash"means, with respect to any period, any revenues of Borrower remaining after paying, or setting aside funds for paying, all the following: (a) All sums due or currently required to be paid under the Senior Loan Documents, including any reserves and Imposition Reserve Deposits. (b) All reasonable operating expenses of the Mortgaged Property, including real estate taxes, insurance premiums, utilities, building maintenance, painting and repairs,management fees, payroll, administrative expenses, legal expenses and audit expenses (excluding any developer fees payable with respect to the Mortgaged Property). Z, Subordinate Lender's Representations and Warranties. (a) Subordinate Lender represents and warrants that each of the following is true as of the date of this Agreement: • (i) Subordinate Lender is now the owner and holder of the Subordinate Loan Documents. (ii) No Subordinate Mortgage Default has occurred and is continuing. (iii) The current unpaid principal balance of the Subordinate Indebtedness is $1,246,600.80. (iv) No scheduled payments under the Subordinate Note have been prepaid. (b) Without the prior written consent of Senior Lender, Subordinate Lender will not do any of the following: NG-58S8J20W#4896-9712-6936 v4Subordination Agreement Governmental Entity•-TEL(Forward) Page 6 16D 6 (i) Pledge, assign, transfer, convey, or sell any interest in the Subordinate Indebtedness or any of the Subordinate Loan Documents. • (ii) Take any action which has the effect of increasing the Subordinate Indebtedness,except to cure a Senior Mortgage Default as contemplated under Section 5(a) of this Agreement. (iii) Accept any prepayment of the Subordinate Indebtedness. 3. Terms of Subordination. (a) Agreement to Subordinate. The Subordinate Indebtedness is and will at all times continue to be subject and subordinate in right of payment to the prior payment in full of the Senior Indebtedness. Each of the Subordinate Loan Documents is, and will at all times remain, subject and subordinate in all respects to the liens, terms, covenants, conditions, operations, and effects of each of the Senior Loan Documents. (b) Subordination of Subrogation Rights. If Subordinate Lender, by indemnification, subrogation or otherwise, acquires any Lien on any of the Mortgaged Property, then that Lien will be fully subject and subordinate to the receipt by Senior Lender of payment in full of the Senior Indebtedness, and to the Senior Loan Documents, to the same extent as the Subordinate Indebtedness and the Subordinate Loan Documents are subordinate pursuant to this Agreement. (c) Payments Before Senior Mortgage Default; Soft Subordinate Debt. Until the occurrence of a Senior Mortgage Default, Subordinate Lender will be entitled to retain for its own account all payments of the principal of and interest on the Subordinate Indebtedness pursuant to the Subordinate Loan Documents; provided that Subordinate Lender expressly agrees that it will not accept any such payment that is made more than 10 days in advance of its due date and provided further that Subordinate Lender will not accept any payment in an amount that exceeds 75%of then available Surplus Cash. (d) Payments After Senior Mortgage Default or Bankruptcy. (i) Immediately upon Subordinate Lender's receipt of Notice or actual knowledge of a Senior Mortgage Default, Subordinate Lender will not accept any payments of the Subordinate Indebtedness, and the provisions of Section 3(d) of this Agreement will apply. (ii) If Subordinate Lender receives any of the following, whether voluntarily or by action of law,after a Senior Mortgage Default of which Subordinate Lender has actual knowledge (or is deemed to have actual knowledge as provided in Section 4(c)) or has been given Notice, such will be received and held in trust for Senior Lender: NG-58S8J20W#4896-9712-6936 v4Subordination Agreement Governmental Entity—TEL(Forward) Page 7 CAO 16D 6 (A) Any payment, property, or asset of any kind or in any form in • connection with the Subordinate Indebtedness. (B) Any proceeds from any Enforcement Action. (C) Any payment, property, or asset in or in connection with any Bankruptcy Proceeding. (iii) Subordinate Lender will promptly remit, in kind and properly endorsed as necessary, all such payments,properties, and assets described in Section 3(d)(ii)to Senior Lender. Senior Lender will apply any payment, asset, or property so received from Subordinate Lender to the Senior Indebtedness in such order, amount(with respect to any asset or property other than immediately available funds), and manner as Senior Lender determines in its sole and absolute discretion. (e) Bankruptcy. Without the prior written consent of Senior Lender, Subordinate Lender will not commence, or join with any other creditor in commencing, any Bankruptcy Proceeding. In the event of a Bankruptcy Proceeding, Subordinate Lender will not vote affirmatively in favor of any plan of reorganization or liquidation unless Senior Lender has also voted affirmatively in favor of such plan. 4. Default Under Subordinate Loan Documents. (a) Notice of Subordinate Mortgage Default and Cure Rights. (i) Subordinate Lender will deliver to Senior Lender and Funding Lender a copy of each Notice delivered by Subordinate Lender pursuant to the Subordinate Loan Documents within 5 Business Days of sending such Notice to Borrower.Neither giving nor failing to give a Notice to Senior Lender or Funding Lender pursuant to this Section 4(a) will affect the validity of any Notice given by Subordinate Lender to Borrower. (ii) For a period of 90 days following delivery to Senior Lender of an Enforcement Action Notice, Senior Lender will have the right, but not the obligation, to cure any Subordinate Mortgage Default. However, if such Subordinate Mortgage Default is a non-monetary default and is not capable of being cured within such 90-day period and Senior Lender has commenced and is diligently pursuing such cure to completion, Senior Lender will have such additional period of time as may be required to cure such Subordinate Mortgage Default or until such time, if ever, as Senior Lender takes either of the following actions: (A) Discontinues its pursuit of any cure. NG-58S8J20W#4896-9712-6936 v4Subordination Agreement Governmental Entity—TEL(Forward) Page 8 CAO 16D 6 (B) Delivers to Subordinate Lender Senior Lender's written consent to the Enforcement Action described in the Enforcement Action Notice. (iii) Senior Lender will not be subrogated to the rights of Subordinate Lender under the Subordinate Loan Documents as a result of Senior Lender having cured any Subordinate Mortgage Default. (iv) Subordinate Lender acknowledges that all amounts advanced or expended by Senior Lender in accordance with the Senior Loan Documents or to cure a Subordinate Mortgage Default will be added to and become a part of the Senior Indebtedness and will be secured by the lien of the Senior Mortgage. • (b) Subordinate Lender's Exercise of Remedies After Notice to Senior Lender. (i) In the event of a Subordinate Mortgage Default, Subordinate Lender will not commence any Enforcement Action until 90 days after Subordinate Lender has delivered to Senior Lender and Funding Lender an Enforcement Action Notice. During such 90-day period or such longer period as provided in Section 4(a), Subordinate Lender will be entitled to seek specific performance to enforce covenants and agreements of • Borrower relating to income, rent, or affordability restrictions contained in the Regulatory Agreement, subject to Senior Lender's right to cure a Subordinate Mortgage Default set forth in Section 4(a). • (ii) Subordinate Lender may not commence any other Enforcement Action, including any foreclosure action under the Subordinate Loan Documents, until the earlier of: (A) The expiration of such 90-day period or such longer period as provided in Section 4(a). (B) The delivery by Senior Lender to Subordinate Lender of Senior Lender's written consent to such Enforcement Action by Subordinate Lender. (iii) Subordinate Lender acknowledges that Senior Lender may grant or refuse consent to Subordinate Lender's Enforcement Action in Senior Lender's sole and absolute discretion. At the expiration of such 90-day period or such longer period as provided in Section 4(a) and, subject to Senior Lender's right to cure set forth in Section 4(a), Subordinate Lender may commence any Enforcement Action. (iv) Senior Lender may pursue all rights and remedies available to it under the Senior Loan Documents, at law, or in equity, regardless of any NG-58S8J20W#4896-9712-6936 v4Subordination Agreement Governmental Entity—TEL(Forward) Page 9 CAO 16D 6 Enforcement Action Notice or Enforcement Action by Subordinate Lender. No action or failure to act on the part of Senior Lender in the event of a Subordinate Mortgage Default or commencement of an Enforcement Action will constitute a waiver on the part of Senior Lender of any provision of the Senior Loan Documents or this Agreement. (c) Cross Default. Subordinate Lender acknowledges that a Subordinate Mortgage Default constitutes a Senior Mortgage Default. Accordingly, upon the occurrence of a Subordinate Mortgage Default, Subordinate Lender will be deemed to have actual knowledge of a Senior Mortgage Default. If Subordinate Lender notifies Senior Lender and Funding Lender in writing that any Subordinate Mortgage Default of which Senior Lender has received 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 of the Mortgaged Property pursuant to its rights under the Senior Loan Documents, any Senior Mortgage Default under the Senior Loan Documents arising solely from such Subordinate Mortgage Default will be deemed cured, and the Senior Loan will be reinstated. 5. Default Under Senior Loan Documents. (a) Notice of Senior Mortgage Default and Cure Rights. (i) Senior Lender or Funding Lender will deliver to Subordinate Lender a copy of any Notice sent by Senior Lender or Funding Lender to Borrower of a Senior Mortgage Default within 5 Business Days of sending such Notice to Borrower. Failure of Senior Lender or Funding Lender to send Notice to Subordinate Lender will not prevent the exercise of Senior Lender's rights and remedies under the Senior Loan Documents. (ii) Subordinate Lender will have the right, but not the obligation,to cure any monetary Senior Mortgage Default within 30 days following the date of such Notice. During such 30-day period Senior Lender will be entitled to continue to pursue its remedies under the Senior Loan Documents. (iii) Subordinate Lender may, within 90 days after the date of the Notice,cure a non-monetary Senior Mortgage Default if during such 90-day period, Subordinate Lender keeps current all payments required under the Senior Loan Documents. If such a non-monetary Senior Mortgage 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 during such 90-day period Senior Lender may exercise all available rights and remedies to protect and preserve the Mortgaged Property and the Rents,revenues and other proceeds from the Mortgaged Property. NG-58S8J20W#4896-9712-6936 v4Subordination Agreement Governmental Entity—TEL(Forward) Page 10 16D 6 (iv) All amounts paid by Subordinate Lender to Senior Lender to cure a Senior Mortgage Default will be deemed to have been advanced by Subordinate Lender pursuant to,and will be secured by the lien of, the Subordinate • Mortgage.Notwithstanding anything in this Section 5(a)to the contrary, Subordinate Lender's right to cure any Senior Mortgage Default will terminate immediately upon the occurrence of any Bankruptcy Proceeding. (b) Release of Mortgaged Property. (i) Subordinate Lender consents to and authorizes any future release by Senior Lender of all or any portion of the Mortgaged Property from the lien, operation, and effect of the Senior Loan Documents. Subordinate Lender waives to the fullest extent permitted by law, all equitable or other rights it may have in connection with the release of all or any portion of • the Mortgaged Property, including any right to require Senior Lender to do any of the following: • (A) To conduct a separate sale of any portion of the Mortgaged. Property. (B) To exhaust its remedies against all or any portion of the Mortgaged Property or any combination of portions of the Mortgaged Property or any other collateral for the Senior Indebtedness. (C) To proceed against Borrower, any other party that may be liable for any of the Senior Indebtedness (including any general partner of Borrower if Borrower is a partnership), ail or any portion of the Mortgaged Property or combination of portions of the Mortgaged Property or any other collateral, before proceeding against all or such portions or combination of portions of the Mortgaged Property as Senior Lender determines. (ii) Subordinate Lender consents to and authorizes, at the option of Senior Lender,the sale, either separately or together, of all or any portion of the Mortgaged Property. Subordinate Lender acknowledges that without Notice to Subordinate Lender and without affecting any of the provisions of this Agreement, Senior Lender may do any of the following: (A) Extend the time for or waive any payment or performance under the Senior Loan Documents. (B) Modify or amend in any respect any provision of the Senior Loan Documents. (C) Modify, exchange, surrender, release, and otherwise deal with any additional collateral for the Senior Indebtedness. NG-58S8J20W#4896-9712-6936 v4Subordlnation Agreement Governmental Entity- TEL(Forward) Page 11 CAO 16D 6 (c) Termination Upon Foreclosure. The lien of the Subordinate Loan Documents will automatically terminate upon the acquisition by Senior Lender or by a third-party purchaser of title to the Mortgaged Property pursuant to a foreclosure of, deed in lieu of foreclosure, or trustee's sale or other exercise of a power of sale or similar disposition under the Senior Mortgage. 6. Conflicts. If there is any conflict or inconsistency between the terms of the Subordinate Loan Documents and the terms of this Agreement, then the terms of this Agreement will control. Borrower acknowledges that the terms and provisions of this Agreement will not, and will not be deemed to do any of the following: (a) Extend Borrower's time to cure any Senior Mortgage Default or Subordinate Mortgage Default. (b) Give Borrower the right to receive notice of any Senior Mortgage Default or Subordinate Mortgage Default, other than that, if any, provided, respectively under the Senior Loan Documents of the Subordinate Loan Documents. (c) Create any other right or benefit for Borrower as against Senior Lender or Subordinate Lender. 7. Rights and Obligations of Subordinate Lender Under the Subordinate Loan Documents and of Senior Lender under the Senior Loan Documents. (a) Insurance. (i) All requirements pertaining to insurance under the Subordinate Loan Documents (including requirements relating to amounts and types of coverages, deductibles and special endorsements) will be deemed satisfied if Borrower complies with the insurance requirements under the Senior Loan Documents and of Senior Lender and Funding Lender. (ii) All original policies of insurance required pursuant to the Senior Loan Documents will be held by Senior Lender or Funding Lender. (iii) Nothing in this Section 7(a) will preclude Subordinate Lender from requiring that it be named as a mortgagee and loss payee, as its interest may appear, under all policies of property damage insurance maintained by Borrower with respect to the Mortgaged Property, provided such action does not affect the priority of payment of Loss Proceeds, or that Subordinate Lender be named as an additional insured under all policies of liability insurance maintained by Borrower with respect to the Mortgaged Property. (b) Condemnation or Casualty. NG-58S8J20W#4896-9712-6936 v4Subordination Agreement Governmental Entity—TEL(Forward) Page 12 CAO 16D 6 In the event of a Condemnation or a Casualty, the following provisions will apply: (i) The rights of Subordinate Lender(under the Subordinate Loan Documents or otherwise) to participate in any proceeding or action relating to a Condemnation or a Casualty, or to participate or join in any settlement of, or to adjust, any claims resulting from a Condemnation or a Casualty, will be and remain subordinate in all respects to Senior Lender's rights under the Senior Loan Documents, and Subordinate Lender will be bound by any settlement or adjustment of a claim resulting from a Condemnation or a Casualty made by Senior Lender. (ii) All Loss Proceeds will be applied either to payment of the costs and expenses of Restoration or to payment on account of the Senior Indebtedness, as and in the manner determined by Senior Lender in its sole discretion; provided however, Senior Lender agrees to consult with Subordinate Lender in determining the application of Casualty proceeds. 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,will prevail. (iii) If Senior Lender or Funding Lender holds Loss Proceeds, or monitors the disbursement of Loss Proceeds, Subordinate Lender will not do so. Nothing contained in this Agreement will be deemed to require Senior Lender to act for or on behalf of Subordinate Lender in connection with any Restoration or to hold or monitor any Loss Proceeds in trust for or otherwise on behalf of Subordinate Lender, and all or any Loss Proceeds may be commingled with any funds of Senior Lender. (iv) If Senior Lender elects to apply Loss Proceeds to payment on account of the Senior Indebtedness,'and if the application of such Loss Proceeds results in the payment in full of the entire Senior Indebtedness, any remaining Loss Proceeds held by Senior Lender will be paid to Subordinate Lender unless another party has asserted a claim to the remaining Loss Proceeds. (c) Modification of Subordinate Loan Documents. Subordinate Lender agrees 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 of Senior Lender, increase the amount of the 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 Subordinate Loan terms in a manner that creates an adverse effect upon Senior Lender or Funding Lender under the Senior Loan Documents. If Subordinate Lender either(i) amends the Subordinate Loan Documents in the manner set forth above or(ii) assigns the Subordinate Loan without Senior NG-58S8J2OW#4896-9712-6936 v4Subordination Agreement Governmental Entity-TEL(Forward) Page 13 cAo 1 6D 6 }, Lender's consent,then such amendment or assignment will be void ab initio and • of no effect whatsoever, (d) Modification of Senior Loan Documents. Senior Lender may amend, waive, postpone, extend, renew, replace, reduce or otherwise modify any provisions of the Senior Loan Documents without the necessity of obtaining the consent of or providing Notice to Subordinate Lender, and without affecting any of the provisions of this Agreement. Notwithstanding the foregoing, Senior Lender may not modify any provision of the Senior Loan Documents that increases the Senior Indebtedness, except for increases in the Senior Indebtedness that result from advances made by Senior Lender to protect the security or Iien priority of Senior Lender under the Senior Loan Documents or to cure defaults under the • Subordinate Loan Documents. (e) Commercial or Retail Leases. If requested, Subordinate Lender will enter into attornment and non-disturbance agreements with all tenants under commercial or retail Leases, if any, to whom Senior Lender has granted attornment and non- disturbance, on the same terms and conditions given by Senior Lender. (1) Consent Rights. Whenever the Subordinate Loan Documents give Subordinate Lender approval or consent rights with respect to any matter, and a right of approval or consent for the same or substantially the same matter is also granted to Senior Lender or Funding Lender pursuant to the Senior Loan Documents or otherwise, Senior Lender's or Funding Lender's approval or consent or failure to approve or consent will be binding on Subordinate Lender. None of the other provisions of Section 7 are intended to be in any way in limitation of the provisions of this Section 7(1). • (g) Escrows. Except as provided in this Section 7(g), and regardless of any contrary provision in the Subordinate Loan Documents, Subordinate Lender will not • collect any escrows for any cost or expense related to the Mortgaged Property or for any portion of the Subordinate Indebtedness. However, if Senior Lender or Funding Lender is not collecting escrow payments for one or more Impositions, Subordinate Lender may collect escrow payments for such Impositions; provided that all payments so collected by Subordinate Lender will be held in trust by Subordinate Lender to be applied only to the payment of such Impositions. (h) Certification. Within 10 days after request by Senior Lender or Funding Lender, Subordinate Lender will furnish Senior Lender and Funding Lender with a statement,duly acknowledged and certified setting forth the then-current amount and terms of the Subordinate Indebtedness, confirming that there exists no default under the Subordinate Loan Documents (or describing any default that does exist), and certifying to such other information with respect to the Subordinate Indebtedness as Senior Lender may request. NG-58S8J20W#4896-9'712-6936 v4Subordination Agreement Governmental Entity—TEL(Forward) Page 14 16D 6 S. Refinancing. Subordinate Lender agrees that its agreement to subordinate under this Agreement will extend to any new mortgage debt which is for the purpose of refinancing all or any part of the Senior Indebtedness(including reasonable and necessary costs associated with the closing and/or the refinancing, and any reasonable increase in proceeds for rehabilitation in the context of a preservation transaction). All terms and covenants of this Agreement will inure to the benefit of any holder of any such refinanced debt, and all references to the Senior Loan Documents and Senior Lender will mean, respectively, the refinance loan documents and the holder of such refinanced debt. 9. Governmental Powers. Nothing in this Agreement is intended, nor will it be construed, to in any way limit the exercise by Subordinate Lender of its governmental powers • (including police,regulatory and taxing powers) with respect to Borrower or the • Mortgaged Property to the same extent as if it were not a party to this Agreement or the transactions contemplated by this Agreement. 10. Notices. (a) Any Notice required or permitted to be given pursuant to this Agreement will be • in writing and will be deemed to have been duly and sufficiently given if(i) personally delivered with proof of delivery (any Notice so delivered will be deemed to have been received at the time so delivered), or(ii)sent by a national overnight courier service(such as FedEx)designating earliest available delivery (any Notice so delivered will be deemed to have been received on the next Business Day following receipt by the courier), or(iii) sent by United States • registered or certified mail, return receipt requested, postage prepaid, at a post office regularly maintained by the United States Postal Service(any Notice so sent will be deemed to have been received on the date of delivery as confirmed by the return receipt), addressed to the respective parties as follows: Notices intended for Senior Lender will be addressed to: The Bank of New York Mellon Trust Company, N.A. 4655 Salisbury Road,Suite 300 Jacksonville, Florida 32256 Attention: Christina Youmans Email: Christina.youmans@bny.com Telephone: (904)645-1995 I I Notices intended for Subordinate Lender will be addressed to: Collier County Community and Human Services Division 3339 Tatniami Trail East, Suite 213 Naples, Florida 34112 Attention: Director, Community and Human Services Division Telephone: 239-252-2273 NG-58S8J20W#4896-9712-6936 v4Subordination Agreement Governmental Entity—TEL(Forward) Page 15 CAO 16D 6 Notices intended for Funding Lender will be addressed to: • KeyBank National Association c/o KeyBank Real Estate Capital --Servicing Dept. 11501 Outlook Street, Suite#300 Overland Park, Kansas 66221 Attention: Servicing Dept. (h) Any party, by Notice given pursuant to this Section 10, may change the person or persons and/or address or addresses, or designate an additional person or persons or an additional address or addresses, for its Notices, but Notice of a change of address will only be effective upon receipt. Neither party will refuse or reject delivery of any Notice given in accordance with this Section 1.0. I1. Miscellaneous Provisions. (a) Assignments/Successors. This Agreement will be binding upon and will inure to the benefit of the respective legal successors and permitted assigns of the parties to this Agreement. Without prior notice to or the consent of the Subordinate Lender or the Borrower, the Senior Lender may freely transfer or assign the Senior Loan and the Senior Loan Documents, including this Agreement, in whole or in part, and the Subordinate Lender acknowledges and agrees that any future legal holder of the Senior Note will automatically be a legal successor and. permitted assignee of Senior Lender hereunder, without the necessity of any further action or instrument. Except for Funding Lender,no other party will be entitled to any benefits under this Agreement, whether as a third-party beneficiary or otherwise. (b) No Partnership or Joint Venture. Nothing in this Agreement or in any of the Senior Loan Documents or Subordinate Loan Documents will be deemed to constitute Senior Lender or Funding Lender as a,joint venturer or partner of Subordinate Lender. (c) Further Assurances. Upon Notice from Senior Lender or Funding Lender, Subordinate Lender will execute and deliver such additional instruments and documents, and will take such actions, as are required by Senior Lender or Funding Lender to further evidence or implement the provisions and intent of this Agreement, • (d) Amendment. This Agreement may be amended, changed, modified, altered or terminated only by a written instrument signed by the parties to this Agreement or their successors or assigns. • (e) Governing Law. This Agreement will be governed by the laws of the State in which the Land is located. NG-58S8J20W#4896-9712-6936 v4Subordlnation Agreement Governmental Entity—TEL(Forward) Page I6 ,C �' 16D 6 (f) Severable Provisions. If any one or more of the provisions contained in this Agreement, or any application of any such provisions, is invalid, illegal, or unenforceable in any respect, the validity, legality, enforceability, and application of the remaining provisions contained in this Agreement will not in any way be affected or impaired. (g) Term. The term of this Agreement will commence on the date of this Agreement and will continue until the earliest to occur of the following events: (i) The payment of all the Senior Indebtedness; provided that this Agreement will be reinstated in the event any payment on account of the Senior Indebtedness is avoided, set aside, rescinded or repaid by Senior Lender or Funding Lender. (ii) The payment of all the Subordinate Indebtedness other than by reason of payments which Subordinate Lender is obligated to remit to Senior Lender pursuant to this Agreement. (iii) The acquisition by Senior Lender or by a third-party purchaser of title to the Mortgaged Property pursuant to a foreclosure of, deed in lieu of foreclosure, or trustee's sale or other exercise of a power of sale or similar disposition under the Senior Mortgage. (iv) With the prior written consent of Senior Lender, without limiting the provisions of Section 4(b)(iv),the acquisition by Subordinate Lender of title to the Mortgaged Property subject to the Senior Mortgage pursuant to a foreclosure, or a deed in lieu of foreclosure, of(or the exercise of a power of sale under) the Subordinate Mortgage. (h) Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. (i) Entire Agreement. This Agreement represents the entire understanding and agreement between the parties regarding the matters addressed in this Agreement, and will supersede and cancel any prior agreements regarding such matters. (j) Authority. Each person executing this Agreement on behalf of a party to this Agreement represents and warrants that such person is duly and validly authorized to do so on behalf of such party with full right and authority to execute this Agreement and to bind such party with respect to all of its obligations under this Agreement. (k) No Waiver. No failure or delay on the part of any party to this Agreement in exercising any right, power, or remedy under this Agreement will operate as a waiver of such right, power, or remedy, nor will any single or partial exercise of NG-58S8J20W#4896-9712-6936 v4Subordination Agreement Governmental Entity--TEL(Forward) Page 17 • CAO 16D 6 • any such right, power or remedy preclude any other or further exercise of such right, power, or remedy or the exercise of any other right, power or remedy under this Agreement. (1) Remedies. Each party to this Agreement acknowledges that if any party fails to comply with its obligations under this Agreement, the other parties will have all rights available at law and in equity, including the right to obtain specific performance of the obligations of such defaulting party and injunctive relief (m) Funding Lender's Rights to Control. Notwithstanding anything herein to the contrary, pursuant to the Senior Mortgage and Section 6.03 of the Funding Loan Agreement, all acts, consents, approvals and undertakings of Senior Lender hereunder must be solely at the written direction of the Funding Lender. The parties hereto acknowledge and agree that Funding Lender is a third-party beneficiary of this Agreement, with full rights as such. [SIGNATURE AND ACKNOWLEDGMENT PAGES FOLLOW] • ( is NG-58S8J20W#4896-9712-6936 v4Subordination Agreement Governmental Entity—TEL(Forward) Page 18 CA,O il. 16D 6 IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year first above written. SENIOR LENDER: The Bank of New York Mellon Trust Comp , National Association By: Name: ('eutt.- 60,-WaurS Title: V;et ,d.t,A.;( ACKNOWLEDGEMENT STATE OF kl() ,Ace ) COUNTY OF OJ k ) The foregoing instrument wad_acknowledged before me by means of yphysical presence or O online notarization, this 31 day of ( 'L , 2025 by�cOolu_Ab �-as Viol_PG2,31)12 of The Bank of New York Mellon Trust Company, National Association. S A Notary Ph State Florida 1 Nathan Turner (Seal) imiga= My Expir Comes v17/2o27mission HH 350218 ► Signature of Notary Public Print, Type/Stamp Name of Notary Personally knownX OR Produced Identification: Type of Identification Produced: NG-58S8J20W#4896-9712-6936 v4Subordination Agreement Governmental Entity—TEL(Forward) Signature I A 16D 6 SUBORDINATE LENDER: COLLIER COUNTY, FLORIDA By: Board of County Commissioners of Collier County, Florida By BuSaunders, ran ' ATTEST, ` ,; Appro e Form and Legality: CRY4'TAL K. KINZEL, CLERK ,1 By"bepufy /" Jeffrey . Kl- kow, County Attorney Attest asAo Ghalrmat7:s' NG-58S8J20W#4896-9712-6936 v4Subordination Agreement Governmental Entity—TEL(Forward) Signature 2 CAO 16D 6 CONSENT OF BORROWER 'i. n Borrower acknowledges receipt of a copy of this Subordination Agreement, dated 6�eP I Ft 2025, by and between The Bank of New York Mellon Trust Company, National Association and Collier County, Florida and consents to the agreement of the parties set forth in this Agreement. MHP FL VII, LLLP, a Florida limited liability limited partnership By: MHP FL VII SLP, LLC, a Florida limited liability company, its Special Limited Partner By: W. Patrick McDowell, Chief Executive Officer ACKNOWLEDGEMENT STATE OF FLORIDA ) COUNTY OF NIl`�I,�i-DA►� ) The foregoing instrument was acknowledged before me by means of 171/physical presence or O online notarization, this 12_ day of m C,„rc,t1 , 2025 by W. Patrick McDowell as Chief Executive Officer of MHP FL VII SLP, LLC, a Florida limited liability company, 4ite special limited partner of MHP VII, LLLP, a Florida limited liability limited partnership. (Seal) Signal of otaty Public Print, type/Stamp Name of Notary Personally known: OR Produced Identification: Type of Identification Produced: 4 °►R'"'°"�. JENNIFER DIAZ ito � ^�jy: Notary Public•State of Florida I 1' t�•``I Commission#HH 335981 ''...,orrti°: My Comm.Expires Nov 28,2026 fl Bonded through National Notary Assn. I NG-58S8J20W#4896-9712-6936 v4Subordination Agreement Governmental Entity—TEL(Forward) Consent of Borrower CAO 16D 6 EXHIBIT A LEGAL DESCRIPTION The land referred to herein below is situated in the County of COLLIER, State of Florida, and described as follows: TRACT"l:' CADENZA AT I IACH N1)A LAKES OF NAPLES. AC:CORDING'fO'1'IIF PLAT T1IERE0F RECORDED IN PLAT 1300K 74. PAGES 16 1IIRO1.`GII 20, IN THE Pt 3I.It' RECORDS OF COLLIER COI'\FY. FLORIDA. LESS AND EXCEPT A PORTION OF TRACT "E", CADENZA AT HACIENDA LAKES OF NAPLES ACCORDING TO THE PLAT THEREOF RECORDED IN PLAT BOOK 74 AT PAGES 16 THROUGH 20 OF THE PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS; @EGINNING AT THE NORTHEAST CORNER OF TRACT "F." CADENZA AT HACIENDA LAKES OF NAPLES, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 74, PAGES 16 THROUGH 20 OF THE PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA; THENCE SOUTH O1'O1'15" WEST ALONG THE EAST LINE OF SAID TRACT E . A DISTANCE OF 13,19 FEET; THENCE SOUTH 87'37'31" WEST LEAVING THE SAID EAST LINE OF TRACT "E", A DISTANCE OF 272,18 FEET; THENCE NORTH 02'22'29" WEST, A DISTANCE OF 13.17 FEET TO THE NORTH LINE OF SAID TRACT "E"; THENCE NORTH 87'37'31" EAST ALONG THE SAID NORTH LINE OF TRACT "E", A DISTANCE OF 272.96 FEET TO THE POINT OF BEGINNING, Subordination Agreement Governmental Entity—TEL(Forward) A-1 16D 6 Prepared by, and after recording INSTR 6667429 OR 6457 PG 28 return to: RECORDED 4/10/2025 2:38 PM PAGES 20 Thompson Hine LLP CLERK OF THE CIRCUIT COURT AND COMPTROLLER p COLLIER COUNTY FLORIDA 3900 Key Center REC$171.50 127 Public Square Cleveland, Ohio 44114 Attn: David M. Lewis, Esq. SUBORDINATION AGREEMENT GOVERNMENTAL ENTITY—TEL (Forward) (Revised 7-30-2024) DMFIRM#414185625 v2 4905-5247-7200 4905-5247-7200 CAO 16D 6 Property Name: EKOS Cadenza SUBORDINATION AGREEMENT GOVERNMENTAL ENTITY—TEL (Forward) (Revised 7-30-2024) TI. IS SUBOVINATION AGREEMENT ("Agreement") is entered into effective as of(�f I , 2025, by and between (i) KEYBANK NATIONAL ASSOCIATION, a national banking association, its successors and assigns ("Senior Lender") and (ii) COLLIER COUNTY, a political subdivision of the State of Florida ("Subordinate Lender"). RECITALS A. MHP FL VII, LLLP,a limited liability limited partnership organized under the laws of the State of Florida ("Borrower") is the owner of certain land located in Collier County, Florida described in Exhibit A ("Land"). The Land is improved with a multifamily rental housing project ("Improvements"). B. Senior Lender has made a loan to Borrower in the original principal amount of $2,405,000.00 ("Senior Loan") upon the terms and conditions of a Bridge Loan Agreement dated as of August 30, 2022 ("Bridge Loan Agreement") by and between Senior Lender and Borrower in connection with the Mortgaged Property. The Senior Loan is secured by a Mortgage, Assignment of Leases and Rents, Assignment of Contracts, Security Agreement and Fixture Filing dated as of August 30,2022 ("Senior Mortgage") encumbering the Land, the Improvements and related personal and other property described and defined in the Senior Mortgage as the"Mortgaged Property." C. Pursuant to a Memorandum of Understanding for Development of Affordable Housing made and entered into on January 28, 2025, between Subordinate Lender and Borrower ("Subordinate Loan Agreement"), Subordinate Lender has made or is making a loan to Borrower in the original principal amount of$1,246,600.80 ("Subordinate Loan"). The Subordinate Loan is or will be secured by a State Housing Initiative Partnership Program Mortgage dated January 28, 2025, and recorded February 3, 2025, at Book 6435, Page 2164, with the Recording Office (as defined below) ("Subordinate Mortgage") encumbering all or a portion of the Mortgaged Property. II D. The Senior Mortgage is recorded with the Clerk of the Circuit Court and Comptroller, Collier County, Florida ("Recording Office") at Book 6171 Page 1886. The Subordinate Mortgage will be recorded in the Recording Office following the recording of the Senior Mortgage. E. The execution and delivery of this Agreement is a condition of Senior Lender's consenting to Subordinate Lender's making of the Subordinate Loan and Borrower's granting of the Subordinate Mortgage. Governmental Entity—TEL(Forward) Page 2 is 4905-5247-7200 16D 6 AGREEMENT NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows: 1. Definitions. The following terms,when used in this Agreement(including, as appropriate, when used in the above recitals), will have the following meanings. The terms "Condemnation," "Imposition Reserve Deposits," "Impositions," "Leases," "Rents"and "Restoration,"as well as any term used in this Agreement and not otherwise defined in this Agreement, will have the meanings given to those terms in the Senior Loan Agreement. "Bankruptcy Proceeding" means any bankruptcy, reorganization, insolvency, composition, restructuring, dissolution, liquidation, receivership, assignment for the benefit of creditors, or custodianship action or proceeding under any federal or state law with respect to Borrower, any guarantor of any of the Senior Indebtedness, any of their • • respective properties, or any of their respective partners, members, officers, directors, or shareholders. "Borrower" means all persons or entities identified as "Borrower" in the first Recital of this Agreement, together with their successors and assigns, and any other person or entity who acquires title to the Mortgaged Property after the date of this Agreement; provided that the term "Borrower" will not include Senior Lender if Senior Lender acquires title to the Mortgaged Property. "Casualty" means the occurrence of damage to or loss of all or any portion of the Mortgaged Property by fire or other casualty. "Enforcement Action" means any of the following actions taken by or at the direction of Subordinate Lender: the acceleration of all or any part of the Subordinate Indebtedness, the advertising of or commencement of any foreclosure or trustee's sale proceedings, the exercise of any power of sale,the acceptance of a deed or assignment in lieu of foreclosure or sale,the collecting of Rents,the obtaining of or seeking of the appointment of a receiver, the seeking of default interest, the taking of possession or control of any of the Mortgaged Property, the commencement of any suit or other legal, administrative, or arbitration proceeding based upon the Subordinate Note or any other of the Subordinate Loan Documents, the exercising of any banker's lien or rights of set-off or recoupment, or the exercise of any other remedial action against Borrower, any other party liable for any of the Subordinate Indebtedness or obligated under any of the Subordinate Loan Documents, or the Mortgaged Property. "Enforcement Action Notice" means a Notice given from Subordinate Lender to Senior Lender, following one or more Subordinate Mortgage Default(s) and the expiration of any applicable notice or cure periods, setting forth in reasonable detail the Subordinate • Governmental Entity—TEL(Forward) Page 3 4905-5247-7200 CAO 16D 6 Mortgage Default(s) and the Enforcement Actions proposed to be taken by Subordinate Lender. "Lien" means any lien, encumbrance, estate or other interest, recorded against or secured by the Mortgaged Property. "Loss Proceeds"means all monies received or to be received under any insurance policy, from any condemning authority,or from any other source,as a result of any Condemnation or Casualty. • "Notice" means all notices, requests, demands, consents, approvals or other communication pursuant to this Agreement provided in accordance with the provisions of Section 10. "Regulatory Agreement" means the Declaration of Restrictive Covenants between Borrower and Subordinate Lender dated January 28, 2025,and recorded February 3,2025, at Book 6435, Page 2176, with the Recording Office. "Senior Indebtedness"means the "Indebtedness"of Borrower as evidenced by the Senior Loan Documents. "Senior Lender" is defined above. When any other person or entity becomes the legal holder of the Senior Note, such other person or entity will automatically become Senior Lender. "Senior Loan Agreement"means the Bridge Loan Agreement. i "Senior Loan Documents" collectively means the Loan Documents, as defined in the Bridge Loan Agreement, as such documents may be amended. "Senior Mortgage Default" means any act, failure to act, event, condition, or occurrence which constitutes,or which with the giving of Notice or the passage of time,or both,would constitute, an"Event of Default" as defined in the Senior Loan Documents. "Senior Note"means the Promissory Note evidencing the Senior Loan. "Subordinate Indebtedness" means all sums evidenced or secured or guaranteed by, or otherwise due and payable to Subordinate Lender pursuant to, the Subordinate Loan Documents. "Subordinate Lender"means the person or entity named as such in the first paragraph of this Agreement and any other person or entity who becomes the legal holder of the Subordinate Note after the date of this Agreement. "Subordinate Loan Documents"means the Subordinate Mortgage, the Subordinate Note, the Subordinate Loan Agreement, the Regulatory Agreement and all other documents at Governmental Entity—TEL(Forward) Page 4 4905-5247-7200 coo 1 6 D 6 any time evidencing, securing, guaranteeing, or otherwise delivered in connection with the Subordinate Indebtedness, as such documents may be amended. "Subordinate Mortgage Default" means any act, failure to act, event, condition, or occurrence which allows (but for any contrary provision of this Agreement) Subordinate Lender to take an Enforcement Action. "Subordinate Note" means the promissory note or other evidence of the Subordinate Indebtedness and any replacement of the Subordinate Note. "Surplus Cash" means, with respect to any period, any revenues of Borrower remaining after paying, or setting aside funds for paying, all the following: (a) All sums due or currently required to be paid under the Senior Loan Documents, including any reserves and Imposition Reserve Deposits. (b) All reasonable operating expenses of the Mortgaged Property, including real estate taxes, insurance premiums, utilities, building maintenance, painting and repairs, management fees, payroll, administrative expenses, legal expenses and audit expenses (excluding any developer fees payable with respect to the Mortgaged Property). • 2. Subordinate Lender's Representations and Warranties. (a) Subordinate Lender represents and warrants that each of the following is true as of the date of this Agreement: (i) Subordinate Lender is now the owner and holder of the Subordinate Loan Documents. (ii) No Subordinate Mortgage Default has occurred and is continuing. (iii) The current unpaid principal balance of the Subordinate Indebtedness is $1,246,600.80. (iv) No scheduled payments under the Subordinate Note have been prepaid. (b) Without the prior written consent of Senior Lender,Subordinate Lender will not do any of the following: (i) Pledge, assign, transfer, convey, or sell any interest in the Subordinate Indebtedness or any of the Subordinate Loan Documents. (ii) Take any action which has the effect of increasing the Subordinate Indebtedness, except to cure a Senior Mortgage Default as contemplated under Section 5(a) of this Agreement. is Governmental Entity—TEL(Forward) Page 5 4905-5247-7200 16D 6 (iii) Accept any prepayment of the Subordinate Indebtedness. 3. Terms of Subordination. (a) Agreement to Subordinate. The Subordinate Indebtedness is and will at all times continue to be subject and subordinate in right of payment to the prior payment in full of the Senior Indebtedness. Each of the Subordinate Loan Documents is, and will at all times remain, subject and subordinate in all respects to the liens, terms, • covenants, conditions, operations, and effects of each of the Senior Loan Documents. (b) Subordination of Subrogation Rights. If Subordinate Lender, by indemnification, subrogation or otherwise, acquires any Lien on any of the Mortgaged Property,then that Lien will be fully subject and subordinate to the receipt by Senior Lender of payment in full of the Senior Indebtedness, and to the Senior Loan Documents, to the same extent as the Subordinate Indebtedness and the Subordinate Loan Documents are subordinate pursuant to this Agreement. (c) Payments Before Senior Mortgage Default; Soft Subordinate Debt. Until the occurrence of a Senior Mortgage Default, Subordinate Lender wilt be entitled to retain for its own account all payments of the principal of and interest on the Subordinate Indebtedness pursuant to the Subordinate Loan Documents; provided that Subordinate Lender expressly agrees that it will not accept any such payment that is made more than 10 days in advance of its due date and provided further that Subordinate Lender will not accept any payment in an amount that exceeds 75% of then available Surplus Cash. (d) Payments After Senior Mortgage Default or Bankruptcy. (i) Immediately upon Subordinate Lender's receipt of Notice or actual knowledge of a Senior Mortgage Default, Subordinate Lender will not accept any payments of the Subordinate Indebtedness,and the provisions of Section 3(d) of this Agreement will apply. (ii) If Subordinate Lender receives any of the following, whether voluntarily or by action of law, after a Senior Mortgage Default of which Subordinate Lender has actual knowledge (or is deemed to have actual knowledge as provided in Section 4(c)) or has been given Notice, such will be received I; and held in trust for Senior Lender: A Anypayment, property, or asset of anykind or in anyform in ( ) pY connection with the Subordinate Indebtedness. (B) Any proceeds from any Enforcement Action. { Governmental Entity—TEL(Forward) Page 6 4905-5247-7200 LAO i 6 0 6 +- (C) Any payment, property, or asset in or in connection with any Bankruptcy Proceeding. (iii) Subordinate Lender will promptly remit, in kind and properly endorsed as P' P Yp' p Y necessary, all such payments, properties, and assets described in Section 3(d)(ii) to Senior Lender. Senior Lender will apply any payment, asset, or property so received from Subordinate Lender to the Senior Indebtedness in such order, amount (with respect to any asset or property other than immediately available funds), and manner as Senior Lender determines in its sole and absolute discretion. (e) Bankruptcy. Without the prior written consent of Senior Lender, Subordinate Lender will not commence, or join with any other creditor in commencing; any Bankruptcy Proceeding. In the event of a Bankruptcy Proceeding, Subordinate Lender will not vote affirmatively in favor of any plan of reorganization or liquidation unless Senior Lender has also voted affirmatively in favor of such plan. 4. Default Under Subordinate Loan Documents. (a) Notice of Subordinate Mortgage Default and Cure Rights. • (i) Subordinate Lender will deliver to Senior Lender a copy of each Notice delivered by Subordinate Lender pursuant to the Subordinate Loan Documents within 5 Business Days of sending such Notice to Borrower. Neither giving nor failing to give a Notice to Senior Lender pursuant to this Section 4(a) will affect the validity of any Notice given by Subordinate Lender to Borrower. (ii) For a period of 90 days following delivery to Senior Lender of an Enforcement Action Notice, Senior Lender will have the right, but not the obligation, to cure any Subordinate Mortgage Default. However, if such Subordinate Mortgage Default is a non-monetary default and is not capable of being cured within such 90-day period and Senior Lender has commenced and is diligently pursuing such cure to completion, Senior Lender will have such additional period of time as may be required to cure such Subordinate Mortgage Default or until such time, if ever, as Senior Lender takes either of the following actions: (A) Discontinues its pursuit of any cure. is (B) Delivers to Subordinate Lender Senior Lender's written consent to the Enforcement Action described in the Enforcement Action Notice. Governmental Entity—TEL(Forward) Page 7 4905-5247-7200 CAC) 1 6 D 6 (iii) Senior Lender will not be subrogated to the rights of Subordinate Lender under the Subordinate Loan Documents as a result of Senior Lender having cured any Subordinate Mortgage Default. (iv) Subordinate Lender acknowledges that all amounts advanced or expended by Senior Lender in accordance with the Senior Loan Documents or to cure a Subordinate Mortgage Default will be added to and become a part of the Senior Indebtedness and will be secured by the lien of the Senior Mortgage. (b) Subordinate Lender's Exercise of Remedies After Notice to Senior Lender. (i) In the event of a Subordinate Mortgage Default, Subordinate Lender will not commence any Enforcement Action until 90 days after Subordinate Lender has delivered to Senior Lender an Enforcement Action Notice. • During such 90-day period or such longer period as provided in Section 4(a), Subordinate Lender will be entitled to seek specific performance to • enforce covenants and agreements of Borrower relating to income, rent, or affordability restrictions contained in the Regulatory Agreement, subject to Senior Lender's right to cure a Subordinate Mortgage Default set forth in Section 4(a). (ii) Subordinate Lender may not commence any other Enforcement Action, including any foreclosure action under the Subordinate Loan Documents, until the earlier of: (A) The expiration of such 90-day period or such longer period as provided in Section 4(a). (B) The delivery by Senior Lender to Subordinate Lender of Senior Lender's written consent to such Enforcement Action by Subordinate Lender. • (iii) Subordinate Lender acknowledges that Senior Lender may grant or refuse consent to Subordinate Lender's Enforcement Action in Senior Lender's sole and absolute discretion. At the expiration of such 90-day period or such longer period as provided in Section 4(a) and, subject to Senior Lender's right to cure set forth in Section 4(a), Subordinate Lender may commence any Enforcement Action. (iv) Senior Lender may pursue all rights and remedies available to it under the Senior Loan Documents,at law,or in equity,regardless of any Enforcement Action Notice or Enforcement Action by Subordinate Lender.No action or failure to act on the part of Senior Lender in the event of a Subordinate Mortgage Default or commencement of an Enforcement Action will constitute a waiver on the part of Senior Lender of any provision of the Senior Loan Documents or this Agreement. Governmental Entity—TEL(Forward) Page 8 4905.5247.7200 C 1 6 D 6 (c) Cross Default. Subordinate Lender acknowledges that a Subordinate Mortgage Default constitutes a Senior Mortgage Default. Accordingly, upon the occurrence of a Subordinate Mortgage Default, Subordinate Lender will be deemed to have actual knowledge of a Senior Mortgage Default. If Subordinate Lender notifies Senior Lender in writing that any Subordinate Mortgage Default of which Senior Lender has received 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 of the Mortgaged Property pursuant to its rights under the Senior Loan Documents, any Senior Mortgage Default under the Senior Loan Documents arising solely from such Subordinate Mortgage Default will be deemed cured, and the Senior Loan will be reinstated. • 5. Default Under Senior Loan Documents. (a) Notice of Senior Mortgage Default and Cure Rights. (i) Senior Lender will deliver to Subordinate Lender a copy of any Notice sent by Senior Lender to Borrower of a Senior Mortgage Default within 5 Business Days of sending such Notice to Borrower. Failure of Senior Lender to send Notice to Subordinate Lender will not prevent the exercise of Senior Lender's rights and remedies under the Senior Loan Documents. (ii) Subordinate Lender will have the right, but not the obligation, to cure any monetary Senior Mortgage Default within 30 days following the date of such Notice. During such 30-day period Senior Lender will be entitled to continue to pursue its remedies under the Senior Loan Documents. (iii) Subordinate Lender may, within 90 days after the date of the Notice, cure a non-monetary Senior Mortgage Default if during such 90-day period, Subordinate Lender keeps current all payments required under the Senior Loan Documents.If such a non-monetary Senior Mortgage 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 during such 90-day period Senior Lender may exercise all available rights and remedies to protect and preserve the Mortgaged Property and the Rents, revenues and other proceeds from the Mortgaged Property. (iv) All amounts paid by Subordinate Lender to Senior Lender to cure a Senior Mortgage Default will be deemed to have been advanced by Subordinate Lender pursuant to, and will be secured by the lien of, the Subordinate Mortgage. Notwithstanding anything in this Section 5(a) to the contrary, Subordinate Lender's right to cure any Senior Mortgage Default will terminate immediately upon the occurrence of any Bankruptcy Proceeding. Governmental Entity—TEL(Forward) Page 9 4905-5247-7200 16D 6 (b) Release of Mortgaged Property. (i) Subordinate Lender consents to and authorizes any future release by Senior Lender of all or any portion of the Mortgaged Property from the lien, operation, and effect of the Senior Loan Documents. Subordinate Lender waives to the fullest extent permitted by law, all equitable or other rights it may have in connection with the release of all or any portion of the Mortgaged Property, including any right to require Senior Lender to do any of the following: (A) To conduct a separate sale of any portion of the Mortgaged Property. (B) To exhaust its remedies against all or any portion of the Mortgaged Property or any combination of portions of the Mortgaged Property or any other collateral for the Senior Indebtedness. (C) To proceed against Borrower, any other party that may be liable for any of the Senior Indebtedness (including any general partner of Borrower if Borrower is a partnership), all or any portion of the Mortgaged Property or combination of portions of the Mortgaged Property or any other collateral, before proceeding against all or such portions or combination of portions of the Mortgaged Property as Senior Lender determines. (ii) Subordinate Lender consents to and authorizes, at the option of Senior Lender, the sale, either separately or together, of all or any portion of the Mortgaged Property. Subordinate Lender acknowledges that without Notice to Subordinate Lender and without affecting any of the provisions of this Agreement, Senior Lender may do any of the following: (A) Extend the time for or waive any payment or performance under the Senior Loan Documents. (B) Modify or amend in any respect any provision of the Senior Loan Documents. (C) Modify, exchange, surrender, release, and otherwise deal with any additional collateral for the Senior Indebtedness. (c) Termination Upon Foreclosure. The lien of the Subordinate Loan Documents will automatically terminate upon the acquisition by Senior Lender or by a third-party purchaser of title to the Mortgaged Property pursuant to a foreclosure of, deed in lieu of foreclosure, or trustee's sale or other exercise of a power of sale or similar disposition under the Senior Mortgage. Governmental Entity—TEL(Forward) Page 10 4905-5247-7200 16D 6 6. Conflicts. If there is any conflict or inconsistency between the terms of the Subordinate Loan Documents and the terms of this Agreement, then the terms of this Agreement will control. Borrower acknowledges that the terms and provisions of this Agreement will not, and will not be deemed to do any of the following: (a) Extend Borrower's time to cure any Senior Mortgage Default or Subordinate Mortgage Default. (b) Give Borrower the right to receive notice of any Senior Mortgage Default or Subordinate Mortgage Default,other than that, if any, provided, respectively under the Senior Loan Documents of the Subordinate Loan Documents. (c) Create any other right or benefit for Borrower as against Senior Lender or Subordinate Lender. 7. Rights and Obligations of Subordinate Lender Under the Subordinate Loan Documents and of Senior Lender under the Senior Loan Documents. (a) Insurance. • (i) All requirements pertaining to insurance under the Subordinate Loan Documents (including requirements relating to amounts and types of coverages, deductibles and special endorsements) will be deemed satisfied if Borrower complies with the insurance requirements under the Senior • Loan Documents and of Senior Lender. (ii) All original policies of insurance required pursuant to the Senior Loan Documents will be held by Senior Lender. (iii) Nothing in this Section 7(a) will preclude Subordinate Lender from requiring that it be named as a mortgagee and loss payee, as its interest may appear, under all policies of property damage insurance maintained by Borrower with respect to the Mortgaged Property, provided such action does not affect the priority of payment of Loss Proceeds,or that Subordinate Lender be named as an additional insured under all policies of liability insurance maintained by Borrower with respect to the Mortgaged Property. (b) Condemnation or Casualty. In the event of a Condemnation or a Casualty, the following provisions will apply: (i) The rights of Subordinate Lender (under the Subordinate Loan Documents or otherwise) to participate in any proceeding or action relating to a Condemnation or a Casualty, or to participate or join in any settlement of, or to adjust, any claims resulting from a Condemnation or a Casualty, will be and remain subordinate in all respects to Senior Lender's rights under Governmental Entity—TEL(Forward) Page 11 4905-5247-7200 16D 6 the Senior Loan Documents, and Subordinate Lender will be bound by any settlement or adjustment of a claim resulting from a Condemnation or a Casualty made by Senior Lender. (ii) All Loss Proceeds will be applied either to payment of the costs and expenses of Restoration or to payment on account of the Senior Indebtedness,as and in the manner determined by Senior Lender in its sole discretion; provided however, Senior Lender agrees to consult with Subordinate Lender in determining the application of Casualty proceeds. 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, will prevail. (iii) If Senior Lender holds Loss Proceeds,or monitors the disbursement of Loss Proceeds, Subordinate Lender will not do so. Nothing contained in this Agreement will be deemed to require Senior Lender to act for or on behalf of Subordinate Lender in connection with any Restoration or to hold or monitor any Loss Proceeds in trust for or otherwise on behalf of Subordinate Lender, and all or any Loss Proceeds may be commingled with any funds of Senior Lender. (iv) If Senior Lender elects to apply Loss Proceeds to payment on account of the Senior Indebtedness,and if the application of such Loss Proceeds results in the payment in full of the entire Senior Indebtedness,any remaining Loss Proceeds held by Senior Lender will be paid to Subordinate Lender unless another party has asserted a claim to the remaining Loss Proceeds. (c) Modification of Subordinate Loan Documents. Subordinate Lender agrees 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 of Senior Lender, increase the amount of the 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 Subordinate Loan terms in a manner that creates an adverse effect upon Senior Lender under the Senior Loan Documents. If Subordinate Lender either (i) amends the Subordinate Loan Documents in the manner set forth above or (ii) assigns the Subordinate Loan without Senior Lender's consent, then such amendment or assignment will be void ab initio and of no effect whatsoever. (d) Modification of Senior Loan Documents. Senior Lender may amend, waive, postpone,extend, renew, replace,reduce or otherwise modify any provisions of the Senior Loan Documents without the necessity of obtaining the consent of or providing Notice to Subordinate Lender, and without affecting any of the provisions of this Agreement. Notwithstanding the foregoing, Senior Lender may not modify any provision of the Senior Loan Documents that increases the Senior Indebtedness, except for increases in the Senior Indebtedness that result from Governmental Entity—TEL(Forward) Page 12 4905-5247-7200 16D 6 advances made by Senior Lender to protect the security or lien priority of Senior Lender under the Senior Loan Documents or to cure defaults under the Subordinate Loan Documents. (e) Commercial or Retail Leases. If requested, Subordinate Lender will enter into attornment and non-disturbance agreements with all tenants under commercial or retail Leases, if any, to whom Senior Lender has granted attornment and non- disturbance, on the same terms and conditions given by Senior Lender. (f) Consent Rights. Whenever the Subordinate Loan Documents give Subordinate Lender approval or consent rights with respect to any matter,and a right of approval or consent for the same or substantially the same matter is also granted to Senior Lender pursuant to the Senior Loan Documents or otherwise, Senior Lender's approval or consent or failure to approve or consent will be binding on Subordinate Lender. None of the other provisions of Section 7 are intended to be in any way in limitation of the provisions of this Section 7(f). (g) Escrows. Except as provided in this Section 7(g), and regardless of any contrary provision in the Subordinate Loan Documents, Subordinate Lender will not collect any escrows for any cost or expense related to the Mortgaged Property or for any portion of the Subordinate Indebtedness. However, if Senior Lender is not collecting escrow payments for one or more Impositions, Subordinate Lender may collect escrow payments for such Impositions; provided that all payments so collected by Subordinate Lender will be held in trust by Subordinate Lender to be applied only to the payment of such Impositions. (h) Certification. Within 10 days after request by Senior Lender, Subordinate Lender will furnish Senior Lender with a statement, duly acknowledged and certified setting forth the then-current amount and terms of the Subordinate Indebtedness, confirming that there exists no default under the Subordinate Loan Documents (or describing any default that does exist),and certifying to such other information with respect to the Subordinate Indebtedness as Senior Lender may request. 8. Refinancing. Subordinate Lender agrees that its agreement to subordinate under this Agreement will extend to any new mortgage debt which is for the purpose of refinancing all or any part of the Senior Indebtedness (including reasonable and necessary costs associated with the closing and/or the refinancing,and any reasonable increase in proceeds for rehabilitation in the context of a preservation transaction). All terms and covenants of this Agreement will inure to the benefit of any holder of any such refinanced debt, and all references to the Senior Loan Documents and Senior Lender will mean, respectively, the refinance loan documents and the holder of such refinanced debt. 9. Governmental Powers. Nothing in this Agreement is intended, nor will it be construed, to in any way limit the exercise by Subordinate Lender of its governmental powers (including police,regulatory and taxing powers)with respect to Borrower or the Mortgaged • Governmental Entity—TEL(Forward) Page 13 4905-5247-7200 16D 6 Property to the same extent as if it were not a party to this Agreement or the transactions contemplated by this Agreement. 10. Notices. (a) Any Notice required or permitted to be given pursuant to this Agreement will be in writing and will be deemed to have been duly and sufficiently given if(i)personally delivered with proof of delivery (any Notice so delivered will be deemed to have been received at the time so delivered), or (ii) sent by a national overnight courier service (such as FedEx) designating earliest available delivery (any Notice so delivered will be deemed to have been received on the next Business Day following • receipt by the courier), or (iii) sent by United States registered or certified mail, return receipt requested, postage prepaid, at a post office regularly maintained by the United States Postal Service (any Notice so sent will be deemed to have been received on the date of delivery as confirmed by the return receipt), addressed to the respective parties as follows: Notices intended for Senior Lender will be addressed to: KeyBank National Association 4910 Tiedeman Road, 5th Floor Mail Code OH-01-51-0570 Brooklyn, Ohio 44144 Attention: Community Development Lending Telephone: (216) 689-5579 I Facsimile: (216) 689-5712 Reference: MHP FL VII, LLLP, Loan No. 10239543 Notices intended for Subordinate Lender will be addressed to: Collier County Community and Human Services Division 3339 Tamiami Trail East, Suite 213 Naples, Florida 34112 Attention: Director, Community and Human Services Division Telephone: 239-252-2273 • (b) Any party, by Notice given pursuant to this Section 10, may change the person or persons and/or address or addresses, or designate an additional person or persons is or an additional address or addresses, for its Notices, but Notice of a change of address will only be effective upon receipt. Neither party will refuse or reject delivery of any Notice given in accordance with this Section 10. is 11. Miscellaneous Provisions. (a) Assigmnents/Successors. This Agreement will be binding upon and will inure to the benefit of the respective legal successors and permitted assigns of the parties to Governmental Entity—TEL(Forward) Page 14 4905-5247-7200 16D 6 this Agreement. Without prior notice to or the consent of the Subordinate Lender or the Borrower, the Senior Lender may freely transfer or assign the Senior Loan and the Senior Loan Documents,including this Agreement,in whole or in part, and the Subordinate Lender acknowledges and agrees that any future legal holder of the Senior Note will automatically be a legal successor and permitted assignee of Senior Lender hereunder, without the necessity of any further action or instrument. No other party will be entitled to any benefits under this Agreement, whether as a third-party beneficiary or otherwise. (b) No Partnership or Joint Venture. Nothing in this Agreement or in any of the Senior Loan Documents or Subordinate Loan Documents will be deemed to constitute Senior Lender as a joint venturer or partner of Subordinate Lender. (c) Further Assurances. Upon Notice from Senior Lender, Subordinate Lender will execute and deliver such additional instruments and documents, and will take such actions, as are required by Senior Lender to further evidence or implement the provisions and intent of this Agreement. (d) Amendment. This Agreement may be amended, changed, modified, altered or terminated only by a written instrument signed by the parties to this Agreement or their successors or assigns. (e) Governing Law.This Agreement will be governed by the laws of the State in which the Land is located. (0 Severable Provisions. If any one or more of the provisions contained in this • Agreement, or any application of any such provisions, is invalid, illegal, or unenforceable in any respect, the validity, legality, enforceability, and application of the remaining provisions contained in this Agreement will not in any way be affected or impaired. (g) Term. The term of this Agreement will commence on the date of this Agreement • • and will continue until the earliest to occur of the following events: (i) The payment of all the Senior Indebtedness; provided that this Agreement will be reinstated in the event any payment on account of the Senior Indebtedness is avoided, set aside, rescinded or repaid by Senior Lender. (ii) The payment of all the Subordinate Indebtedness other than by reason of payments which Subordinate Lender is obligated to remit to Senior Lender pursuant to this Agreement. (iii) The acquisition by Senior Lender or by a third-party purchaser of title to the Mortgaged Property pursuant to a foreclosure of, deed in lieu of foreclosure, or trustee's sale or other exercise of a power of sale or similar disposition under the Senior Mortgage. Governmental Entity—TEL(Forward) Page 15 4905-5247-7200 CIO 16D 6 • (iv) With the prior written consent of Senior Lender, without limiting the provisions of Section 4(b)(iv),the acquisition by Subordinate Lender of title to the Mortgaged Property subject to the Senior Mortgage pursuant to a foreclosure, or a deed in lieu of foreclosure, of(or the exercise of a power of sale under)the Subordinate Mortgage. (h) Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. (i) Entire Agreement. This Agreement represents the entire understanding and agreement between the parties regarding the matters addressed in this Agreement, and will supersede and cancel any prior agreements regarding such matters. (j) Authority. Each person executing this Agreement on behalf of a party to this Agreement represents and warrants that such person is duly and validly authorized to do so on behalf of such party with full right and authority to execute this Agreement and to bind such party with respect to all of its obligations under this Agreement. (k) No Waiver. No failure or delay on the part of any party to this Agreement in exercising any right, power, or remedy under this Agreement will operate as a waiver of such right, power, or remedy, nor will any single or partial exercise of any such right,power or remedy preclude any other or further exercise of such right, power, or remedy or the exercise of any other right, power or remedy under this Agreement. (1) Remedies. Each party to this Agreement acknowledges that if any party fails to comply with its obligations under this Agreement, the other parties will have all rights available at law and in equity, including the right to obtain specific performance of the obligations of such defaulting party and injunctive relief. [SIGNATURE AND ACKNOWLEDGMENT PAGES FOLLOW] Governmental Entity—TEL(Forward) Page 16 4905-5247-7200 CA) i 160 6 • IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year first above written. WITNESSES: SENIOR LENDER: KEYBANK NATIONAL ASSOCIATION, a x a )Y-tz-e0r1-0 national banking association Name: Rachcce,( 3 c c (a)ra Address: Lig to -[,ede.wun 2e( Brno k.yi) Ok( `t`(iY-1 By: Name:Ae binson , x Ui , Title: ce President Name: Lcg ' k_)Sig kb ei/CI" Address: �f 9/ a f/erliyravr r6a/Clcp,i1 Ci(Ie-V STATE OF OHIO ) ) SS: COUNTY OF CUYAHOGA ) , The foregoing instrument was acknowledged before me this 28th day of March 2025, by means of El physical presence or ❑ online notarization, by Ted Robinson the Vice President of KeyBank National Association, a national banking association, on behalf of the national banking associat• . Said person is [ ] personally known to me or [ ] has produced a valid driver's license as identi cation. [SEAL] - _mil . No ary Public • , , i Riat Print Name; 4��\�l�%........ PATRICIA L. LA►VUM Commission �xpires: ,.�. .: ._ Notary Public, State of Ohio 0 * Commission No.2021tp83,5063 �` My Commissionres c. o'F o July 28, 2026 c'. Governmental Entity—TEL(Forward) Signature 1 4905-5247-7200 CIO i 16D 6 SUBORDINATE LENDER: ATTEST: CRYSTAL,I<;IKIr ZEL, CLERIC COLLIER COUNTY, FLORIDA E--OUTY CLERVBy: Board of County Commissioners of Collier flp County, Florida 1 ''' By: Ar,./.1,444e-€0,1010-- Saunders, Chairman Approv a ,. it -orm and Legality: i I .itLI( Jeffrey ��11, z .w, County Attorney. Governmental Entity—'FEL(Forward) Signature 2 4905-5247-7200 CAO CAO 16D 6 CONSENT OF BORROWER Borrower acknowledges receipt of a copy of this Subordination Agreement, dated [ Qi I g ], 2c 2 s by and between KeyBank National Association, a national banking association and ollier County, Florida and consents to the agreement of the parties set forth in this Agreement. WITNESSES: SUBORDINATE LENDER: MHP FL VII, LLLP, a Florida limited liability limited partnership ?' Name: Lloyd D. Burman Address:1?7 6,.4,kct( 14,61 Sk,}a l3Ari By: MHP FL VII SLP, LLC, a Florida limited 33 3 I liability company, its Special Limited Partner x By: Name: tem( 30,rroA 7f, W. Patrick McDowel , Address:777 Qr;,,ke,I l Ave, Suje, 1100 Chief Executive Officer L 3 3l 3 STATE OF FLo tt DA ) COUNTY OF �1'ITd�ti- DAD ) SS: The foregoing instrument was acknowledged before me this Cl1 day of m , 2025, by means of L 'physical presence or El online notarization, by W. Patrick McDowell, the Chief Executive Officer of MHP FL VII SLP,LLC,a Flori a.lirnited'iability company, e Special Limited Partner of MHP FL VII, LLLP, a Florida limitecrepaitners7'ip, on behalf of the limited 141),1,4-7 lbM;4cd partnership. Said person is [v]'personally known to me or [ ] has produced a valid driver's license as identification. SEAL] ti 9A1.9; Not ' ubltc Print Name: Se,,,Y\Y1, e-.c o-7.- Commission Expires: t t / 2 S 2 6 �►�r..'�i: JENNIFER DIAZ \ Notary Public-State of Florida 10, `' Commission N HH 335981 of My Comm.Expires Nov 18,1016 Bonded through National Notary Assn. I'. • Governmental Entity—TEL(Forward) Consent of Borrower 4905-5247-7200 A 16D 6 EXHIBIT A LEGAL DESCRIPTION The land referred to herein below is situated in the County of COLLIER, State of Florida, and described as follows: TRACT "E" 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. LESS AND EXCEPT: A PORTION OF TRACT "E", CADENZA AT HACIENDA LAKES OF NAPLES ACCORDING TO THE PLAT THEREOF RECORDED IN PLAT BOOK 74 AT PAGES 16 THROUGH 20 OF THE PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS; QEGINNING AT THE NORTHEAST CORNER OF TRACT "E" CADENZA AT HACIENDA LAKES OF NAPLES, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 74, PAGES 16 THROUGH 20 OF THE PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA; THENCE SOUTH 01'01'15" WEST ALONG THE EAST LINE OF SAID TRACT "E", A DISTANCE OF 13,19 FEET; THENCE SOUTH 87'37'31" WEST LEAVING THE SAID EAST LINE OF TRACT "E", A DISTANCE OF 272.18 FEET; THENCE NORTH 02'22'29" WEST, A DISTANCE OF 13.17 FEET TO THE NORTH LINE OF SAID TRACT "E"; THENCE NORTH 87'37'31" EAST ALONG THE SAID NORTH LINE OF TRACT "E", A DISTANCE OF 272.96 FEET TO THE POINT OF BEGINNING, Governmental Entity—TEL(Forward) A-I 4905-5247-7200 CAO 16D 6 INSTR 6667432 6457 PG 54 RECORDED 4/10/2 OR 025 240 PM PAGES 10 CLERK OF THE CIRCUIT COURT AND COMPTROLLER THIS INSTRUMENT PREPARED COWER COUNTY FLORIDA BY AND RETURN TO: REC$86 50 Jan Albanese Carpenter, Esq. Latham,Luna,Eden&Bcnudine,LLP P,O,Box 3353 Orlando,Florida 32802 ABOVE SPACE RESERVED FOR RECORDING PURPOSES ONLY SUBORDINATION AGREEMENT (Collier County SHIP Loan—Subordinate to FHFC SAIL and ELI Loans) (Ekos Cadenza f/k/a Cadenza at Hacienda Lakes /SAIL/ELI /RFA 2020-205 /2021- 246BS) HIS SUBORDINATION AGREEMENT(this"Agreement") is made and entered into as of r 2 , 2025, by (i) FLORIDA HOUSING FINANCE CORPORATION, a public corporation and a public body corporate and politic duly created and existing under the laws of the State of Florida, in its capacity as third and fourth mortgage lender of SAIL and ELI (as defined below) funds (collectively, the"Senior Mortgagee" or"Florida Housing") (which term as used in every instance shall include Senior Mortgagee's successors and assigns); (ii) COLLIER COUNTY, a political subdivision of the State of Florida(the"Subordinate Mortgagee"); and (iii) MHP FL VII, LLLP, a Florida limited liability limited partnership in its capacity as borrower(the • "Borrower"). RECITALS A. The Senior Mortgagee agreed to finance a portion of the costs of constructing a 160-unit multifamily residential rental development (the "Improvements") on the real property described in Exhibit "A" and all buildings or structures located or to be located thereon (the "Property") which is attached hereto and incorporated herein by reference, pursuant to (i) a third mortgage loan of SAIL Program funds under the Florida Housing Finance Corporation Request for Applications 2020-205, in effect as of October 15, 2020 ("RFA"), and the State Apartment Incentive Loan ("SAIL") Program, Section 420.5087, Fla. Stat., and governed by the rules of Florida Housing, as codified at Chapter 67-48, Fla. Admin. Code, in effect as of June 23, 2020, and Chapter 67-53, Fla. Admin. Code, in effect as of August 20, 2009 (collectively, including the RFA, the "Rule"), (ii) Construction Housing Inflation Response Program approved by Florida Housing's Board of Directors at its April 29, 2022 meeting, ("CHIRP") in the original principal amount of TEN MILLION, THREE HUNDRED THOUSAND AND NO/100 DOLLARS ($10,300,000) (consisting of an award of SAIL Program funds in the amount of$6,000,000 and an award of CHIRP funds in the amount of$4,300,000)secured by a mortgage lien and other loan documents, and (iii) a fourth mortgage loan of Extremely Low Income ("ELI") Program funds in the original principal amount of SIX HUNDRED THOUSAND AND NO/100 DOLLARS 1 CAO 6D 6 ($600,000) secured by a mortgage lien and other loan documents (collectively, the "Senior Mortgage"). B. Subordinate Mortgagee agreed to provide a SHIP Loan in the original principal amount of ONE MILLION TWO HUNDRED FORTY-SIX THOUSAND SIX HUNDRED AND • 80/100 DOLLARS ($1,246,600.80) (the "Subordinate Loan"). The Subordinate Loan has been secured by a State Housing Initiatives Partnership ("SHIP")Program Mortgage recorded February 3, 2025 in Official Records Book 6435, Page 2164, of the Public Records of Collier County, Florida (the "Subordinate Mortgage") on the Property. The Borrower's obligation to repay the Subordinate Loan is or will be evidenced by a Promissory Note (the "Subordinate Note"), a Declaration of Restrictive Covenants (the "Subordinate Declaration") recorded February 3, 2025 in Official Records Book 6435 Page 2176, of the Public Records of Collier County, Florida and a Memorandum of Understanding for Development of Affordable Housing dated January 28, 2025 (the "MOU" and, together with the Subordinate Mortgage, the Subordinate Note, and the Subordinate Declaration, collectively,the "Subordinate Loan Documents"). C. To induce the Senior Mortgagee to allow the issuance of the Subordinate Loan, the Subordinate Mortgagee is willing to subordinate the Subordinate Mortgage to the Senior Mortgage. AGREEMENT NOW, THEREFORE, in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00) and other good and valuable consideration, from one to the other paid, the receipt and sufficiency whereof is hereby acknowledged, and to induce Senior Mortgagee to make the Senior Loan, the parties do hereby agree: 1. Recitals. The Recitals are true and correct and are made a part hereof. 2. Subordination. (a) The Subordinate Mortgage is now and forever hereafter made subordinate and inferior to the Senior Mortgage and to all debt evidenced or secured thereby including principal, interest, costs and expenses, and to any and all extensions, modifications, amendments, enlargements or renewals thereof or future advances made thereunder. Further, the terms of the Subordinate Mortgage and all rights and remedies of the Subordinate Mortgagee available to the Subordinate Mortgagee pursuant to the Subordinate Mortgage, including but not limited to the right to claim or receive any insurance or condemnation awards or proceeds, are hereby expressly subordinate to the terms of the Senior Mortgage and the rights and remedies of Senior Mortgagee under the Senior Mortgage. (b) The indebtedness of Borrower, and any other obligor pursuant to the Subordinate Mortgage, and any and all other indebtedness and other obligations of Borrower to Subordinate Mortgagee, and the Subordinate Mortgage and all other liens, encumbrances and security interests given to secure the payment of the Subordinate Mortgage and any other obligations of payment or performance of Borrower to Subordinate Mortgagee, whether now existing or hereafter created or acquired, shall be and hereby are subordinated in lien, priority and Subord Agt—Collier County SHIP Loan 2 (Ekos Cadenza f/k/a Cadenza at Hacienda Lakes /SAIL/ELI RFA 2020-205/2021-246BS) 16D 6 payment of principal and interest and all other charges and fees, including, without limitation, taxes paid and insurance premiums paid by Senior Mortgagee and interest accruing after any default or petition in bankruptcy,to the indebtedness of Borrower pursuant to the Senior Mortgage, and all liens, encumbrances and security interests given to secure the payment thereof, whether now existing or hereafter created or acquired, including, without limitation, the Senior Mortgage and to any and all other loans, advances, extensions of credit, or other accommodations to or for the account of Borrower as Senior Mortgagee may elect to make from time to time, and any and all other indebtedness of Borrower to Senior Mortgagee, whether now existing or hereafter created or acquired, and any and all liens, encumbrances, and security interests given to secure the repayment or payment thereof, whether now existing or hereafter created or acquired, and to such renewals and extensions thereof as Senior Mortgagee may elect to make from time to time. Notwithstanding anything to the contrary stated herein,Senior Mortgagee may not modify without the prior written consent of the Subordinate Mortgagee any provision of the Senior Mortgage that increases the indebtedness of Borrower to Senior Mortgagee ("Senior Indebtedness"), except for increases in the Senior Indebtedness that result from advances made by Senior Mortgagee to protect the security or lien priority of Senior Mortgagee under the Senior Mortgage or to cure defaults under the Subordinate Mortgage or the Senior Mortgage. 3. Conditions Precedent to Remedial Action. If a default occurs under the Subordinate Mortgage (a "Subordinate Loan Default") and is continuing, the Subordinate Mortgagee agrees that, without the Senior Mortgagee's prior written consent,it will not commence foreclosure proceedings with respect to the Property under the Subordinate Mortgage or exercise any other rights or remedies it may have under the Subordinate Mortgage, including, but not limited to accelerating the Subordinate Loan (and enforcing any "due on sale" provision included in the Subordinate Mortgage), collecting rents, appointing (or seeking the appointment of) a receiver or exercising any other rights or remedies thereunder unless and until it has given the Senior Mortgagee at least thirty(30)days' prior written notice; during such thirty (30) day 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 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. The Senior Mortgagee shall have the right,but not the obligation,to cure any Subordinate Loan Default within the same time period for curing a default which is given to the Borrower under the Subordinate Loan Documents, except that the Senior Mortgagee's time period for cure shall begin on the date on which it receives notice of the Subordinate Loan Default. All amounts advanced or expended by the Senior Mortgagee to cure a Subordinate Loan Default shall be deemed to have been advanced by the Senior Mortgagee pursuant to, and shall be secured by the lien of,the Senior Mortgage. 4. Insurance, Condemnation. In the event of partial or total destruction of the Property which results in the payment of insurance proceeds, or in the event of a condemnation or similar proceeding which results in the payment of an award, the proceeds or award shall be applied in accordance with the relevant provisions of the Senior Mortgage. 5. Modifications to Subordinate Mortgage. Borrower agrees that it will not modify the Subordinate Mortgage in any way without the prior written consent of the Senior Mortgagee. Subord Agt—Collier County S1i1P Loan 3 (Ekos Cadenza f/k/a Cadenza at Hacienda Lakes i! /SAIL/ELI RFA 2020-205/2021-246BS) CAO 16D 6 Borrower and Subordinate Mortgagee agree that no future advances may be made under the Subordinate Loan without the prior written consent of Senior Mortgagee. 6. Notices. Each notice, request, demand, consent, approval or other communication (hereinafter in this section referred to collectively as "notices" and referred to singly as a "notice") which the Senior Mortgagee or the Subordinate Mortgagee is required or permitted to give to the other party pursuant to this Agreement shall be in writing and shall be deemed to have been duly and sufficiently given if: (a)personally delivered with proof of delivery thereof(any notice so delivered shall be deemed to have been received at the time so delivered); or (b) sent by Federal Express (or other similar national overnight courier) designating early morning delivery (any • notice so delivered shall be deemed to have been received on the next Business Day following receipt by the courier); or (c) sent by United States registered or certified mail, return receipt requested, postage prepaid, at a post office regularly maintained by the United States Postal Service(any notice so sent shall be deemed to have been received two (2) days after mailing in the United States), addressed to the respective parties as follows: Senior Mortgagee: Florida Housing Finance Corporation 227 North Bronough Street, Suite 5000 Tallahassee, Florida 32301-1329 Attention: Executive Director Telephone: (850)488-4197 with a copy to: Latham, Luna, Eden & Beaudine, LLP 201 South Orange Ave., Suite 1400 Orlando, Florida 32801 Attention: Jan Albanese Carpenter, Esq. Telephone: (407)481-5800 Email: Jcarpenter@lathamluna.com Subordinate Mortgagee: Collier County Community and Human Services Division 3339 Tamiami Trail East, Suite 213 Naples, Florida 34112 Attention: Director, Community and Human Services Division Telephone: (239) 252-2273 Borrower: MHP FL VII, LLLP c/o McDowell Housing Partners, LLC 777 Brickell Ave, Suite 1300 Miami, Florida 33131 Attention: Christopher Shear, COO Telephone: (786)257-2778 Email: cshear@mcdhousing.com Subord Agt—Collier County SHIP Loan 4 (Ekos Cadenza f/k/a Cadenza at Hacienda Lakes /SAIL/ELI I2FA 2020-205/202I.246BS) CAO 16D 6 with a copy to: Nelson Mullins Riley & Scarborough LLP 390 N. Orange Avenue, Suite 1400 Orlando, Florida 32801 Attention: Roman J. Petra, Esq. Telephone: (407) 839-4247 Email: roman.petra@nelsonrnullins.com Either party may, by notice given pursuant to this Section, change the person or persons and/or address or addresses, or designate an additional person or persons or an additional address or addresses for its notices, but notice of a change of address shall only be effective upon receipt. • 7. No Waiver. The giving of consent by Senior Mortgagee to the giving of the Subordinate Mortgage is not and shall not be deemed a waiver of the Senior Mortgagee's rights to prohibit any other junior mortgage of the Property. No delay on the part of Senior Mortgagee or Subordinate Mortgagee in the exercise of any right or remedy hereunder or under the Senior Mortgage or Subordinate Mortgage,respectively, shall operate as a waiver of any right hereunder. 8. Counterparts. The parties hereto agree that this Subordination Agreement may be executed in two or more counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument. 9. Costs of Enforcement. Should suit be brought to enforce the provisions of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees incurred both at trial and on appeal. 10. Paragraph Headings. The headings of the various paragraphs of this Subordination Agreement have been inserted only for the purposes of convenience, and are not part of this Subordination Agreement and shall not be deemed in any manner to modify, explain or restrict any of the provisions of this Subordination Agreement. 11. Choice of Law. This Agreement shall be construed, interpreted, enforced and governed by and in accordance with the laws of the State of Florida, excluding the principles thereof governing conflicts of law. If any provision shall be held prohibited or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating any other provision of this Agreement. 12. Binding Effect. This Agreement shall be binding upon the Borrower and the Subordinate Mortgagee and their respective successors and assigns and shall inure to the benefit of the Senior Mortgagee, its successors and assigns. 13. Senior Debt and/or Senior Refinancing. Subordinate Mortgagee further agrees that its agreement to subordinate hereunder shall, extend to any new mortgage debt which is for the purpose of refinancing all or any part of the Senior Loan (including reasonable and necessary costs associated with the closing and/or the refinancing); and that all the terms and covenants of this Agreement shall inure to the benefit of any holder of any such refinanced debt; and that all references to the Senior Mortgage and Senior Mortgagee shall mean, respectively, the refinance Subord Agt—Collier County SHIP Loan 5 (Ekos Cadenza 17k/a Cadenza at Hacienda Lakes /SAIL/ELI RFA 2020-205/2021.24613S) 16D 6 loan, the refinance note, the mortgage securing the refinance note, all documents evidencing securing or otherwise pertaining to the refinance note and the holder of the refinance note. 14. Governmental Powers. Senior Mortgagee and Subordinate Mortgagee executes • this Agreement solely in its capacity as a lender toward the Property. Nothing contained in this Agreement is intended, nor will it be construed,to in any way restrict, limit or govern the rights of Senior Mortgagee or Subordinate Mortgagee under circumstances, including but not limited to (i) when acting in their capacity as a sovereign, (ii) when exercising its governmental powers (including police, regulatory and taxing powers), (iii) when exercising its powers to take by eminent domain, or (iv) when acting in its capacity as an enforcement authority with respect to Borrower or the Property to the same extent as if it were not a party to this Agreement. Notwithstanding the sovereign rights of Subordinate Mortgagee set forth in this section,nothing in this section shall limit, restrict or govern Senior Lender's rights or the exercise of any of its remedies under the Senior Mortgage and this Agreement. [COUNTERPART SIGNATURE PAGES TO FOLLOW] Subord Agt—Collier County SHIP Loan 6 (Ekos Cadenza f/k/a Cadenza at Hacienda Lakes /SAIL/ELI 217A 2020-205/2021-246BS) • CAO 16D 6 COUNTERPART SIGNATURE PAGE TO SUBORDINATION AGREEMENT (Collier County SHIP Loan —Subordinate to FIIFC SAIL and ELI Loans) (Ekos Cadenza f/k/a Cadenza at Hacienda Lakes /SAIL /ELI/RFA 2020-205 /2021- • 246BS) j 1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. , WITNESSES: FLORIDA HOUSING FINANCE C qAdm,__, CORPORATION 40 Prin C( /1/ es,►(tNI C 227 N. Brat oughStreet, Suite 5000 By:A\AAAA11,2'°It liQ-,------O--- Tallahassee, Flor.ieia 32301-1329 Melissa Levy Managing Director of Multifamily Programs ' 227 N. Bronough Street, Suite 5000 Awe Tallahassee, Florida 32301-1329 Print: V 0 i 2Qt,(aQ hD rP 227 N. Bronough Street, Suite 5000 Tallahassee, Florida 32301-1329 STATE OF FLORIDA COUNTY OF LEON The foregoing instrument was acknowledged before me by /physical presence or online notarization this a01... day of f2l.ttr'c-i'l , 2025, by MELISSA LEVY, as Managing Director of Multifamily Programs for FLORIDA HOUSING FINANCE CORPORATION, a public corporation and a public body corporate and politic duly created and existing unnde e laws of the State of Florida, on behalf of Florida Housing, Said person is (check one) LI personally known to me or ❑ has produced a valid driver's license as identification. CS/Q. jkke_______ Notary ublic; State of Florida Print Name: My Commission Expires: My Commission No.: p•• ' �.; ELIZABETH ;. Commission#HH 304092 �,,;�b?;' Expires December 9,2026 S-I CAC 16D 6 COUNTERPART SIGNATURE PAGE TO SUBORDINATION AGREEMENT (Collier County SHIP Loan—Subordinate to FHFC SAIL and ELI Loans) (Ekos Cadenza f/k/a Cadenza at Hacienda Lakes /SAIL/ELI/RFA 2020-205 /2021- 246BS) IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the day and year first written above. WITNESSES: MHP FL VII, LLLP, a Florida limited liability limited partnership By: MI-IP FL VII SLP, LLC, a Florida limited Na : Lloyd D. Burman liability company, its special limited partner 777 Brickell Ave., Ste. 1300 Miami, F 33131 N me: tit 'DI'. By: 777 Brickell Ave., Ste. 1300 W. Patrick McDowel , Miami, FL 33131 Chief Executive Officer 777 Brickell Ave., Ste. 1300 Miami, FL 33131 STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me by means of Khysical presence or D online notarization, this I2 day of Mck„rc , 2025, by W. PATRICK MCDOWELL, as Chief Executive Officer of MHP FL VII SLP, LLC, a Florida limited liability company, as a special limited partner of MHP FL VII, LLLP, a Florida limited liability limited partnership, on behalf of the limited liability company and limited liability limited partnership. Said person is (check one) Lpersonally known to me or ❑ has produced a valid driver's license as identification. ti* • ,. • Nota• P4-c; State oTflorida , 4; : . JENNIFER DIAZ '' �� Notary Public•State of Florida Print Name: v CAN ei Commission k HH 335981 1} ! 2 g 2 ,or r. My Comm.Expires Nov 28,2026 MY Commission Expires: 1 8onv- "t r-;n Natio•i3l Nolan Assn. My Commission No.: K 1,3 S 2 S-2 CAO 16D 6 COUNTERPART SIGNATURE PAGE TO SUBORDINATION AGREEMENT (Collier County SHIP Loan —Subordinate to FHFC SAIL and ELI Loans) (Ekos Cadenza f/k/a Cadenza at Hacienda Lakes /SAIL/ ELI /RFA 2020-205/2021- 246BS) IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first set forth above. ATTEST: BOARD OF CRYSTAL K. KINZEL. CLERK COUNTY COMMISSIONERS OF y____ COLLIER COUNTY, FLORIDA C puty Clerke.T . ' .; ate: 'i t ,`d,`_ , 3339 Tatiitar1r'Frail EfiSt,'8u. 213 Naples, FL '34)F . By: A....),,,.....e._ Attest as to Chairman's Burt L. Saunders, Chairman signature only Collier County do Collier County Community and Human Services Division, 3339 Tamiami Trail East, Suite 213 Naples, FL 34112 Attention: Director, Community and Human Services Division Appr• e - n and legality: 1!1!& Jeffrey. . Klat. ow, County Attorney S-3 CAO 16D 6 EXHIBIT "A" LEGAL DESCRIPTION (Ekos Cadenza f/k/a Cadenza at Hacienda Lakes) TRACT"E" CADENZA AT HACIENDA LAKES OF NAPLES, ACCORDING TO THE PLAT 1 THEREOF RECORDED IN PLAT BOOK 74, PAGES 16 THROUGH 20, IN THE PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA. LESS AND EXCEPT A PORTION OF TRACT "E", CADENZA AT HACIENDA LAKES OF NAPLES ACCORDING TO THE PLAT THEREOF RECORDED IN PLAT BOOK 74 AT PAGES 16 THROUGH 20 OF THE PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS; DEGIN,MING AT THE NORTHEAST CORNER OF TRACT "E" CADENZA AT HACIENDA LAKES OF NAPLES, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 74, PAGES 16 THROUGH 20 OF THE PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA; THENCE SOUTH 01'01'15" WEST ALONG THE EAST LINE OF SAID TRACT "E", A DISTANCE OF 13.19 FEET; THENCE SOUTH 87'37'31" WEST LEAVING THE SAID EAST LINE OF TRACT "E", A DISTANCE OF 272.18 FEET; THENCE NORTH 02'22'29" WEST, A DISTANCE OF 13.17 FEET TO THE NORTH LINE OF SAID TRACT "E"; THENCE NORTH 87'37'31" EAST ALONG THE SAID NORTH LINE OF TRACT "E", A DISTANCE OF 272.96 FEET TO THE POINT OF UEQINNING. CAO