Backup Documents 05/24/2016 Item #16D11 NAL
ENTS CHECKLIST &
UTING
6 0
ORI
R TOIAC OMPANY�ALL ORIGINAL DOCUMENTS SE T TO
LIP
THE BOARD OF COUNTY COMMISSIONERS 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.
**NEW** ROUTING SLIP
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 routing lines#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. Michelle Rubbo Community&Human M�
Services t ' 3W/6
2. Jennifer Belpedio County Attorney Office
3. BCC Office Board of County b
Commissioners \c*? VZ�<<�
4. Minutes and Records Clerk of Court's Office
(01(°1( 6 :3ceot-
Is
PRIMARY CONTACT INFORMATION
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 Kristi Sonntag/ mmunity and Human Phone Number (239)252-2486
Contact/ Department Services
Agenda Date Item was 5/24/2016 Agenda Item Number I �o/ 1 1
Approved by the BCC
Type of Document Subordination Agreement with FHFC, Number of Original 3
Attached Community Housing,Oak Marsh&Collier Documents Attached
County
• PO number or account
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 chairma s original s'.nature? KS Stamp OK if
Original is
NOT required
2. Does the document need to be sent to another agency for additional signatures? If yes, KS Initial or N/A
provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. **see
attached
memo
3. Original document has been signed/initialed for legal sufficiency. (All documents to be KS
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 N/A Initial or
Office and all other parties except the BCC Chairman and the Clerk to the Board N/A(usually)
5. The Chairman's signature line date has been entered as the date of BCC approval of the KS
document or the final negotiated contract date whichever is applicable.
6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's KS
signature and initials are required.
7. In most cases(some contracts are an exception),the original document and this routing slip KS
should be provided to the County Attorney Office at the time the item is input into SIRE.
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!
8. The document was approved by the BCC on 5/24/16 and all changes made during the KS N/A is not an
meeting have been incorporated in the attached document. The County Attorney's option for
Office has reviewed the changes,if applicable. , u is line.
9. Initials of attorney verifying that the attached document is the version approved by the A is not an
BCC,all changes directed by the BCC have been made,and the document is ready for the `aOil •'tion for
Chairman's signature. this line.
I:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised 2.24.05;Revised 11/30/124_6\j\
Coiy9f Collier
CLERK OF THE CRC IT COURT
COLLIER COUNTOUR OUSE
3315 TAMIAMI TRL E STE 102 Dwight E.Brock-dcerk of Circuit Court P.O.BOX 413044
NAPLES,FL 34112-5324 NAPLES,FL 34101-3044
Clerk of Courts • Comptroller • Auditor ust ian of County Funds
June 10, 2016
Shutts & Bowen, LLP
200 South Biscayne Boulevard, Suite #4100
Miami, FL 33131
Ms. Kathleen Maurer,
Enclosed are three original Subordination Agreements approved by the Board of County
Commissioners at their May 24, 2016 Regular Meeting. After closing, please date and return an
original back for the Board's Official Records. Any questions, please contact me at 239-252-
8411 or Michelle Rubbo at 239-252-6030.
Thank you,
QC2Lvi.t51,
resa Cannon, Deputy Clerk
Board's Minutes & Records Dept.
3299 Tamiami Trail East
Suite#401
Naples, FL 34112
Phone- (239) 252-2646 Fax- (239) 252-2755
Website- www.CollierClerk.com Email- CollierClerk@collierclerk.com
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"I'BIS INS"'RUMEN 1 PREPARED Draft d1 04/27/2016
BY AND RETURN TO: NGN File No.: 391.00873
Nabors Giblin&Nickerson,P.A.
.lunious D. Brown III,Esquire
1500 Mahan Drive,Suite 200
tallahassee.Florida 32308
ABOVE SPACE RESERVED FOR
RECORDING PURPOSES ONLY
SUBORDINATION AGREEMENT
(Second Mortgage and Third Mortgage)
(Timber Ridge at Sanders Pines Reserve/SAIL/ 1994S-003/
RFA 2014-111 /2014-426S)
THIS SUBORDINATION AGREEMENT (this "Agreement") is made and entered
into as of Y\..vt2. 4 ., 2016, by and among (i) FLORIDA HOUSING FINANCE
CORPORATION, epublic body corporate and politic duly created and existing under the laws
of the State of Florida (together with its successors and assigns, the "Senior Lender"), (ii)
COLLIER COUNTY, FLORIDA, a political subdivision of the State of Florida (the
"Subordinate Grantor"), and (v) OAK MARSH, LLC, a Florida limited liability company (the
"Borrower").
RECITALS
A. Senior Lender made a loan to Timber Ridge of Immokalee, Limited Partnership, a
Florida limited partnership (the "Prior Borrower"), under the State Apartment Incentive Loan
("SAIL") Program in accordance with Section 420.5087, Fla. Stat., and the rules of Florida
Housing, as codified at Chapters 91-35, Fla. Admin. Code, in the original principal amount of
FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($500,000), currently outstanding in
the principal amount of $ , which loan has been assumed by Borrower on the date
hereof pursuant to that certain Assignment and Assumption Agreement dated as of the date
hereof among Florida Housing, Borrower, and Prior Borrower (the "Assignment"), to be
recorded in the Public Records of Collier County, Florida (the "Existing SAIL Loan"). The
Existing SAIL Loan is secured by that certain Mortgage and Security Agreement, dated as of
April 10, 1995 and recorded April 12, 1995, in Official Records Book 2048, Page 673, as
affected by that certain Collateral Assignment of Leases, Rents and Contract Rights dated as of
April 10, 1995 and recorded April 12, 1995, in Official Records Book 2048, Page 700, and as
further affected by the Assignment, all of the Public Records of Collier County, Florida
(collectively, the "Existing SAIL Security Instrument") on a multifamily rental housing
development located on certain real property in Collier County, Florida, and known as Timber
Ridge. The Borrower's obligation to repay the Existing SAIL Loan is evidenced by an Amended
Subordination Agt(Second Mortg.and Third Mortg.)
(Timber Ridge at Sanders Pines Reserve/SAIL/1994S-003/
RIA 2014-111/2014-4265)
16011
and Restated Promissory Note, dated May , 2016 (the "Existing SAIL Note"), and is due in
full on.May , 2033.
B. Senior Lender has also made a loan to Borrower of SAIL Program funds under
the Florida Housing Finance Corporation Request for Applications 2014-117, in effect as of
December 19, 2014, and the SAIL Program, Section 420.5087, Fla. Stat., and governed by the
rules of Florida Housing, as codified at Chapter 67-53, Fla. Admin. Code, in effect as of August
20, 2009, in the original principal amount of $2,215,000.00 (the "New SAIL Loan" and,
together with the Existing SAIL Loan, the "Senior Loan"). The New SAIL Loan has been
secured by a Mortgage and Security Agreement dated as of May , 2016, made by Borrower to
and in favor of Senior Lender, to be recorded in the Public Records of Collier County, Florida
(the "New SAIL Security Agreement" and, together with the Existing SAIL Security
Agreement, the "Senior Security Instrument") on a multifamily rental housing development
located on certain real property in Collier County, Florida, and known as Timber Ridge at
Sanders Pines Reserve (the "Property"). The Property is more fully described in Exhibit "A"
attached hereto. The Borrower's obligation to repay the New SAIL Loan is evidenced by a
Promissory Note, dated as of May , 2016 (the "New SAIL Note" and, together with the
Existing SAIL Note, the "Senior Note"), and is due in full on May 2033.
C. In connection with the Senior Loan, the Borrower and the Senior Lender have
entered into that certain Land Use Restriction Agreement dated as of May , 2016 (the "Senior
Land Use Restriction Agreement"), which Senior Land Use Restriction Agreement governs the
use and operating of the Property.
D. The Borrower's obligations to Senior Lender under the Senior Note (the "Senior
Indebtedness") are secured by the Senior Security Instrument. The Senior Security Instrument,
-•-, •--- ----:.__ _.... _ }.. . -.>..➢. ....., '.� .. Ewer,_
contemplated therein or evidencing or securing the Senior Indebtedness are herein collectively
referred to as the"Senior Loan Documents".
E. Immokalee Non-Profit Housing, Inc. d/b/a Immokalee Housing & Family
Services ("IHFS") obtained a grant under the Community Development Block Grant Program
administered by the Subordinate Grantor in the amount of$13,500 (the "Subordinate Grant")
in connection with certain upgrades to the playground located on the Property, pursuant to that
certain Agreement Between Collier County and Immokalee Non-Profit Housing, Inc. d/b/a
Immokalee Housing & Family Services Sanders Pines Playground Upgrades dated May 14,
2013, as assigned to and assumed by Borrower pursuant to that certain [Assignment of CDBG
Agreement] dated as of May , 2016 (the "Grant Assignment"), among the Subordinate
Grantor, IHFS and Borrower(collectively, the"Subordinate Grant Agreement").
F. The Borrower's obligations to the Subordinate Grantor under the Subordinate
Grant Agreement (the "Subordinate Obligations") are secured by a Declaration of Restrictive
Covenants dated October 29, 2014 and recorded April 22, 2015, in Official Records Book 5143,
Page 1132, as assigned to assumed by Borrower pursuant to the Grant Assignment, all of the
Public Records of Collier County, Florida (collectively, the "Subordinate Restrictions"). The
Subordinate Grant Agreement, the Subordinate Restrictions and all other agreements
Subordination Agt(Second Mortg.and Third Mortg.) 2
(Timber Ridge at Sanders Pines Reserve/SAIL/1994S-003/
RPA 2014-111/2014-426S)
16011
contemplated therein or evidencing or securing the Subordinate Obligations are hereinafter
referred to as the"Subordinate Grant Documents").
G. The Borrower has requested that Senior Lender permit Subordinate Grantor to
maintain the lien and encumbrance of the Subordinate Restrictions on the Property and
subordinate such Subordinate Restrictions pursuant to the terms of this Agreement.
H. Senior Lender has agreed to permit the Subordinate Grantor to maintain the lien
and encumbrance of the Subordinate Restrictions on the Property subject to all of the conditions
contained in this Agreement.
NOW, THEREFORE, in order to induce the Senior Lender to permit the Subordinate
Grantor to maintain the lien and encumbrance of the Subordinate Restrictions on the Property,
and in consideration thereof, the Senior Lender, the Subordinate Grantor and the Borrower agree
as ibllows:
1. Definitions.
In addition to the terms defined in the Recitals to this Agreement, for purposes of this
Agreement the following terms have the respective meanings set forth below:
"Affiliate" means, when used with respect to a Person, any corporation, partnership,joint
venture, limited liability company, limited liability partnership, trust or individual controlled by,
under common control with, or which controls such Person (the term "control" for these
purposes shall mean the ability, whether by the ownership of shares or other equity interests, by
contract or otherwise, to elect a majority of the directors of a corporation, to make management
otherwise to have the power independently to remove and then select a majority of those
individuals exercising managerial authority over an entity, and control shall be conclusively
presumed in the case of the ownership of 50% or more of the equity interests).
"Borrower" means the Person named as such in the first paragraph of this Agreement
and any other Person (other than the Senior Lender) who acquires title to the Property after the
date of this Agreement.
"Business Day" means any day other than Saturday, Sunday or a day on which the Senior
Lender is not open for business.
"Default Notice" means: (a) a copy of the written notice from the Senior Lender to the
Borrower stating that a Senior Loan Default has occurred under the Senior Loan; or (b) a copy of
the written notice from the Subordinate Grantor to the Borrower stating that a Subordinate Grant
Default has occurred under the Subordinate Grant. Each Default Notice shall specify the default
upon which such Default Notice is based.
"Person" means an individual, estate, trust, partnership, corporation, limited liability
company, limited liability partnership, governmental department or agency or any other entity
which has the legal capacity to own property.
Subordination Agt(Second Mortg.and Third Mortg.) 3
(Timber Ridge at Sanders Pines Reserve/SAiL/1994S-003/
RFA 2014-111/2014-426S)
I 6 1
"Senior Lender" means the Person named as such in the first paragraph on page 1 of this
Agreement and any other Person who becomes the legal holder of the Senior Note after the date
of this Agreement.
"Senior Loan Default" means the occurrence of an "Event of Default" as that term is
defined in the Senior Loan Documents.
"Senior Loan Documents" means the Senior Note, the Senior Security Instrument, the
Senior Land Use Restriction Agreement and all other documents evidencing, securing or
otherwise executed and delivered in connection with the Senior Loan.
"Subordinate Grantor" means the Person named as such in the first paragraph on page 1
of this Agreement and any other Person who becomes the legal holder of the Subordinate Note
after the date of this Agreement.
"Subordinate Grant Default" means a default by the Borrower in performing or
observing any of the terms, covenants or conditions in the Subordinate Grant Documents to be
performed or observed by it, which continues beyond any applicable period provided in the
Subordinate Grant Documents for curing the default.
"Subordinate Grant Documents" means the Subordinate Grant Documents defined in
the Recitals of this Agreement.
"Subordinate Restrictions" means the Subordinate Restrictions defined in the Recitals
of this Agreement.
2. Permission to Maintain Lien and Encumbrance of Subordinate Restrictions
Against Property.
The Senior Lender agrees, notwithstanding the prohibition against inferior liens and
encumbrances on the Property contained in the Senior Loan Documents and subject to the
provisions of this Agreement, to permit the Subordinate Grantor to maintain the lien and
encumbrance of the Subordinate Restrictions on the Property (which is subordinate in all
respects to the lien of the Senior Security Instrument, other than as set forth herein) to secure the
Borrower's obligations pursuant to the Subordinate Grant Agreement and all other obligations,
indebtedness and liabilities of the Borrower to the Subordinate Grantor under and in connection
with the Subordinate Grant.
3. Borrower and Subordinate Grantor Representations and Warranties.
The Borrower and the Subordinate Grantor each make the following representations and
warranties to the Senior Lender:
(a) The Borrower makes the following representations and warranties to the Senior
Lender:
Subordination Agt(Second Mortg.and Third Mortg.) 4
(Timber Ridge at Sanders Pines Reserve/SAIL/1994S-003/
RFA 2014-111/2014-426S)
16011
Subordinate Restrictions. The Subordinate Restrictions shall be deemed to
contain the following provision:
"The restrictions evidenced by and agreed to pursuant to this Declaration
of Restrictive Covenants are and shall be subordinate in right of payment to the
prior payment in full of the indebtedness evidenced by (i) an Amended and
Restated Promissory Note dated May 2016 in the original principal amount
of$_ , and (ii) a Promissory Note dated May , 2016 in the original
principal amount of$2,215,000 (collectively, the "Senior Note") issued by OAK
MARSH, LLC, a Florida limited liability company ("Borrower") and payable to
Florida Housing Finance Corporation, its successors and assigns (the "Senior
Lender"), as their respective interests may appear, or order, to the extent and in
the manner provided in that certain Subordination Agreement, dated as of May
2016 (the "Subordination Agreement"), among the Senior Lender, IHFS and
COUNTY. This Declaration of Restrictive Covenants is and shall be subject and
subordinate in all respects to the liens, terms, covenants and conditions of each of
the Mortgage and Security Agreement, securing the Senior Note, as more fully set
forth in the Subordination Agreement. The rights and remedies of Subordinate
Grantor and each subsequent holder of this Declaration of Restrictive Covenants
are subject to the restrictions and limitations set forth in the Subordination
Agreement. Each subsequent holder of this Declaration of Restrictive Covenants
shall be deemed, by virtue of such holder's acquisition of the Declaration of
Restrictive Covenants, to have agreed to perform and observe all of the terms,
covenants and conditions to be performed or observed by the Subordinate Grantor
under the Subordination Agreement."
(b) The Subordinate Grantor makes the following representations and warranties to
the Senior Lender:
Subordinate Restrictions. The Subordinate Restrictions shall be deemed to
contain the following provision:
"The restrictions evidenced by and agreed to pursuant to this Declaration
of Restrictive Covenants are and shall be subordinate in right of payment to the
prior payment in full of the indebtedness evidenced by (i) an Amended and
Restated Promissory Note dated May , 2016 in the original principal amount
of$ , and (ii) a Promissory Note dated May , 2016 in the original
principal amount of$2,215,000 (collectively, the "Senior Note") issued by OAK
MARSH, LLC, a Florida limited liability company ("Borrower") and payable to
Florida Housing Finance Corporation, its successors and assigns (the "Senior
Lender"), as their respective interests may appear, or order, to the extent and in
the manner provided in that certain Subordination Agreement, dated as of May
, 2016 (the "Subordination Agreement"), among the Senior Lender, IHFS and
COUNTY. This Declaration of Restrictive Covenants is and shall be subject and
subordinate in all respects to the liens, terms, covenants and conditions of each of
Subordination Agt(Second Mortg.and Third Mortg,) 5
(Timber Ridge at Sanders Pines Reserve/SAIL,/19945-003/
RFA 2014-111/2014-4265)
1601j
the Mortgage and Security Agreement, securing the Senior Note, as more fully set
forth in the Subordination Agreement. The rights and remedies of Subordinate
Grantor and each subsequent holder of this Declaration of Restrictive Covenants
are subject to the restrictions and limitations set forth in the Subordination
Agreement. Each subsequent holder of this Declaration of Restrictive Covenants
shall be deemed, by virtue of such holder's acquisition of the Declaration of
Restrictive Covenants, to have agreed to perform and observe all of the terms,
covenants and conditions to be performed or observed by the Subordinate Grantor
under the Subordination Agreement."
4. Terms of Subordination.
(a) Agreement to Subordinate. The Senior Lender and the Subordinate Grantor
agree that: (i) the indebtedness and obligations evidenced by the Subordinate Grant Documents
are and shall be subordinated in right of payment, to the extent and in the manner provided in
this Agreement to the prior payment in full of the indebtedness evidenced by the Senior Loan
Documents, and (ii) the Subordinate Restrictions and the other Subordinate Grant Documents are
and shall be subject and subordinate in all respects to the liens, encumbrances, terms, covenants
and conditions of the Senior Security Instrument and the other Senior Loan Documents and to all
advances heretofore made or which may hereafter be made pursuant to the Senior Security
Instrument and the other Senior Loan Documents (including but not limited to, all sums
advanced for the purposes of (1) protecting or further securing the lien of the Senior Security
Instrument, curing defaults by the Borrower under the Senior Loan Documents or for any other
purpose expressly permitted by the Senior Security Instrument, or (2) constructing, renovating,
repairing, furnishing, fixturing or equipping the Property).
by reason of the advance payment by Subordinate Grantor of real estate taxes, casualty insurance
premiums or other monetary obligations of the Borrower to protect the Property, the Subordinate
Grantor, by reason of its exercise of any other right or remedy under the Subordinate Grant
Documents, acquires by right of subrogation or otherwise a lien on the Property which would
(but for this subsection) be senior to the lien of the Senior Security Instrument, then, in that
event, such lien shall be subject and subordinate to the lien of the Senior Security Instrument,
only to the extent of the amount advanced, provided that Subordinate Grantor gives Senior
Lender prior written notice of its intent to advance sums for real property taxes and/or casualty
insurance.
(c) Payments Before Senior Loan Default. Until the Subordinate Grantor receives
a Default Notice of a Senior Loan Default from the Senior Lender, the Subordinate Grantor shall
be entitled to retain for its own account all payments made under or pursuant to the Subordinate
Grant Documents.
(d) Payments After Senior Loan Default. The Borrower agrees that, after it
receives notice (or otherwise acquires knowledge) of a Senior Loan Default, it will not make any
payments under or pursuant to the Subordinate Grant Documents (including but not limited to
principal, interest, additional interest, late payment charges, default interest, attorney's fees, or
Subordination Agt(Second Mortg.and Third Mortg.) 6
(Timber Ridge at Sanders Pines Reserve/SAIL/1994S-003/
RFA 2014-111/2014-426S)
16011
any other sums secured by the Subordinate Grant Documents) without the Senior Lender's prior
written consent excluding, however, such sums which were due and owing and received by the
Subordinate Grantor prior to receipt of said notice or the time it otherwise acquires knowledge of
the Senior Loan Default. The Subordinate Grantor agrees that, after it receives a Default Notice
from the Senior Lender with written instructions directing the Subordinate Grantor not to accept
payments from the Borrower on account of the Subordinate Grant, it will not accept any
payments under or pursuant to the Subordinate Grant Documents (including but not limited to
principal, interest, additional interest, late payment charges, default interest, attorney's fees, or
any other sums secured by the Subordinate Grant Documents) without the Senior Lender's prior
written consent. If the Subordinate Grantor receives written notice from the Senior Lender that
the Senior Loan Default which gave rise to the Subordinate Grantor's obligation not to accept
payments has been cured, waived, or otherwise suspended by the Senior Lender, the restrictions
on payment to the Subordinate Grantor in this Section 4 shall terminate, and the Senior Lender
shall have no right to any subsequent payments made to the Subordinate Grantor by the
Borrower prior to the Subordinate Grantor's receipt of a new Default Notice from the Senior
Lender in accordance with the provisions of this Section 4(d).
(e) Remitting Subordinate Grant Payments to Senior Lender. If, after the
Subordinate Grantor receives a Default Notice from the Senior Lender in accordance with
subsection (d) above, the Subordinate Grantor receives any payments under the Subordinate
Grant Documents, the Subordinate Grantor agrees that such payment or other distribution will be
received and held in trust for the Senior Lender and unless the Senior Lender otherwise notifies
the Subordinate Grantor in writing, will be promptly remitted in kind to the Senior Lender,
properly endorsed to the Senior Lender, to be applied to the principal of, interest on and other
amounts due under the Senior Loan Documents in accordance with the provisions of the Senior
Loan Documents. By executing this Agreement, the Borrower specifically authorizes the
specifically waives any and all rights to have such payments returned to the Borrower or credited
against the applicable Subordinate Grant. Borrower and Senior Lender acknowledge and agree
that payments received by the Subordinate Grantor, and remitted to the Senior Lender under this
Section 4, shall not be applied or otherwise credited against the Subordinate Grant, nor shall the
tender of such payment to the Senior Lender waive any Subordinate Grant Default which may
arise from the inability of the Subordinate Grantor to retain such payment or apply such payment
to the applicable Subordinate Grant.
(1) Agreement Not to Commence Bankruptcy Proceeding. The Subordinate
Grantor agrees that during the term of this Agreement, it will not commence, or join with any
other creditor in commencing, any bankruptcy reorganization, arrangement, insolvency or
liquidation proceedings with respect to the Borrower, without the Senior Lender's prior written
consent.
5. Default Under Subordinate Grant Documents.
(a) Notice of Default and Cure Rights. The Subordinate Grantor shall deliver to the
Senior Lender a Default Notice within five (5) Business Days in each case where the
Subordinate Grantor has given a Default Notice to the Borrower. Failure of the Subordinate
Subordination Agt(Second Mortg.and Third Mortg.) 7
(Timber Ridge at Sanders Pines Reserve/SM!../1994S-003/
RFA 2014-111/2014-426S)
1
6 D /
Grantor to send a Default Notice to the Senior Lender shall not prevent the exercise of the
Subordinate Grantor's rights and remedies under the Subordinate Grant Documents, subject to
the provisions of this Agreement. The Senior Lender shall have the right, but not the obligation,
to cure any Subordinate Grant Default within 60 days following the date of such notice provided,
however that the Subordinate Grantor shall he entitled, during such 60-day period, to continue to
pursue its rights and remedies under the Subordinate Grant Documents. All amounts paid by the
Senior Lender in accordance with the Senior Loan Documents to cure a Subordinate Grant
Default shall be deemed to have been advanced by the Senior Lender pursuant to, and shall be
secured by the lien of, the Senior Security Instrument.
(b) Subordinate Grantor's Exercise of Remedies After Notice to Senior Lender.
If a Subordinate Grant Default occurs and is continuing, the Subordinate Grantor agrees that,
without the Senior Lender's prior written consent, it will not commence foreclosure proceedings
with respect to the Property under the Subordinate Grant Documents or exercise any other rights
or remedies it may have under the Subordinate Grant Documents, including but not limited to
accelerating the Subordinate Grant, collecting rents, appointing (or seeking the appointment ot) a
receiver or exercising any other rights or remedies thereunder unless and until it has given the
Senior Lender at least 60 days' prior written notice; during such 60 day period, however, the
Subordinate Grantor shall be entitled to exercise and enforce all other rights and remedies
available to the Subordinate Grantor under the Subordinate Grant Documents and/or under
applicable laws. Notwithstanding anything to the contrary in this Section 5(b), during such 60-
day period, Subordinate Grantor shall be entitled to exercise its rights to enforce covenants and
agreements of the Borrower relating to income, rent or affordability restrictions.
Notwithstanding anything to the contrary in this Section 5(b) or otherwise in this
Agreement, Subordinate Grantor shall not, upon the occurrence and continuation of a
:�uvviuiiiur.w• 'v"i uiu a..wwu :, ., ........
Subordinate Grant Documents to (i) take title to the Property, or (ii) otherwise require Borrower
to transfer or otherwise dispose of the Property pursuant to the Subordinate Grant Documents,
without the prior written consent of Senior Lender.
(c) Cross Default. The Borrower and the Subordinate Grantor agree that a
Subordinate Grant Default shall constitute a Senior Loan Default under the Senior Loan
Documents and the Senior Lender shall have the right to exercise all rights or remedies under the
Senior Loan Documents in the same manner as in the case of any other Senior Loan Default. If
the Subordinate Grantor notifies the Senior Lender in writing that any Subordinate Grant Default
of which the Senior Lender has received a Default Notice has been cured or waived, as
determined by the Subordinate Grantor in its sole discretion, then provided that Senior Lender
has not conducted a sale of the Property pursuant to its rights under the Senior Loan Documents,
any Senior Loan Default under the Senior Loan Documents arising solely from such Subordinate
Grant Default shall be deemed cured, and the Senior Loan shall be reinstated, provided, however,
that the Senior Lender shall not be required to return or otherwise credit for the benefit of the
Borrower any default rate interest or other default related charges or payments received by the
Senior Lender during such Senior Loan Default.
Subordination Agt(Second Mortg.and Third Mortg.) 8
(Timber Ridge at Sanders Pines Reserve/SAIL/1994S-003/
RFA 2014-111/2014-426S)
16011
6. Default Under Senior Loan Documents.
(a) Notice of Default and Cure Rights. The Senior Lender shall deliver to the
Subordinate Grantor a Default Notice within five (5) Business Days in each case where the
Senior Lender has given a Default Notice to the Borrower. Failure of the Senior Lender to send
a Default Notice to the Subordinate Grantor shall not prevent the exercise of the Senior Lender's
rights and remedies under the Senior Loan Documents, subject to the provisions of this
Agreement. The Subordinate Grantor shall have the right, but not the obligation, to cure any
such Senior Loan Default within 60 days following the date of such notice; provided, however,
that the Senior Lender shall be entitled during such 60-day period to continue to pursue its
remedies under the Senior Loan Documents. Subordinate Grantor may have up to 90 days from
the date of the Default Notice to cure a non-monetary default if during such 90-day period
Subordinate Grantor keeps current all payments required by the Senior Loan Documents. In the
event that such a non-monetary default creates an unacceptable level of risk relative to the
Property, or Senior Lender's secured position relative to the Property, as determined by Senior
Lender in its sole discretion, then Senior Lender may exercise during such 90-day period all
available rights and remedies to protect and preserve the Property and the rents, revenues and
other proceeds from the Property. All amounts paid by the Subordinate Grantor to the Senior
Lender to cure a Senior Loan Default shall be deemed to have been advanced by the Subordinate
Grantor pursuant to, and shall be secured by the lien of, the applicable Subordinate Security
Instrument.
(b) Cross Default. The Subordinate Grantor agrees that, notwithstanding any
contrary provision contained in the Subordinate Grant Documents, a Senior Loan Default shall
not constitute a default under the Subordinate Grant Documents if no other default occurred
under the Subordinate Grant Documents until either (i) the Senior Lender has accelerated the
maturity.ity or =er r .e., u e <,f ;.. T
I11CItUllly 111 the U�.13YVlL,V4YY, or ilY� the vV.ci.vY uv+ivvl +.w✓ ...••.�.i � ..1 =�-+ - ----v+� • ..,•., . ,
rights under the Senior Security Instrument to collect rent, to appoint (or seek the appointment
of) a receiver or to foreclose on(or to exercise a power of sale contained in) the Senior Security
Instrument. At any time after a Senior Loan Default is determined to constitute a default under
the Subordinate Grant Documents, the Subordinate Grantor shall be permitted to pursue its
remedies for default under the Subordinate Grant Documents, subject to the restrictions and
limitations of this Agreement. If at any time the Borrower cures any Senior Loan Default to the
satisfaction of the Senior Lender, as evidenced by written notice from the Senior Lender to the
Subordinate Grantor, any default under the Subordinate Grant Documents arising from such
Senior Loan Default shall be deemed cured and the applicable Subordinate Grant shall be
retroactively reinstated as if such Senior Loan Default had never occurred.
7. Conflict.
The Borrower, the Senior Lender and the Subordinate Grantor each agree that, in the
event of any conflict or inconsistency between the terms of the Senior Loan Documents, the
Subordinate Grant Documents and the terms of this Agreement, the terms of this Agreement
shall govern and control solely as to the following: (a) the relative priority of the security
interests of the Senior Lender and the Subordinate Grantor in the Property; (b) the timing of the
exercise of remedies by the Senior Lender and the Subordinate Grantor under the Senior Security
Subordination Agt(Second Mortg.and Third Mortg.) 9
(Timber Ridge at Sanders Pines Reserve/SAIL/1994S-003/
RFA 2014-111/2014-4265)
1601j
6 0
Instrument and the Subordinate Restrictions, respectively; and (c) solely as between the Senior
Lender and the Subordinate Grantor, the notice requirements, cure rights, and the other rights
and obligations which the Senior Lender and the Subordinate Grantor have agreed to as
expressly provided in this Agreement. Borrower acknowledges that the terms and provisions of
this Agreement shall not, and shall not be deemed to: extend Borrower's time to cure any Senior
Loan Default or Subordinate Grant Default, as the case may be; give the Borrower the right to
notice of any Senior Loan Default or Subordinate Grant Default, as the case may be other than
that, if any, provided, respectively under the Senior Loan Documents or the Subordinate Grant
Documents; or create any other right or benefit for Borrower as against Senior Lender or
Subordinate Grantor,
8. Rights and Obligations of the Subordinate Grantor Under the Subordinate
Grant Documents and of the Senior Lender under the Senior Loan Documents.
Subject to each of the other terms of this Agreement, all of the following provisions shall
supersede any provisions of the Subordinate Grant Documents covering the same subject matter:
(a) Protection of Security Interest. The Subordinate Grantor shall not, without the
prior written consent of the Senior Lender in each instance, take any action which has the effect
of (i) increasing the indebtedness outstanding under, or secured by, or (ii) increasing the
restrictions on the Property evidenced by, the Subordinate Grant Documents, except that the
Subordinate Grantor shall have the right, after ten (10) business days' notice to Senior Lender, to
advance funds to cure Senior Loan Defaults pursuant to Section 6(a) above and advance funds
for the purpose of paying real estate taxes and insurance premiums, making necessary repairs to
the Property and curing other defaults by the Borrower under the Subordinate Grant Documents.
condemnation or other exercise of eminent domain of all or a portion of the Property
(collectively, a "Taking"), or the occurrence of a fire or other casualty resulting in damage to all
or a portion of the Property (collectively, a "Casualty"), at any time or times when the Senior
Security Instrument remains a lien on the Property,the following provisions shall apply:
(1) The Subordinate Grantor hereby agrees that its rights (under the
Subordinate Grant Documents or otherwise), if any, to participate in any proceeding or
action relating to a Taking and/or a Casualty, or to participate or join in any settlement of,
or to adjust, any claims resulting from a Taking or a Casualty shall be and remain
subordinate in all respects to the Senior Lender's rights under the Senior Loan Documents
with respect thereto, and the Subordinate Grantor shall be bound by any settlement or
adjustment of a claim resulting from a Taking or a Casualty made by the Senior Lender;
provided,however, this subsection and/or anything contained in this Agreement shall not
limit the rights of the Subordinate Grantor to file any pleadings, documents, claims or
notices with the appropriate court with jurisdiction over the proposed Taking and/or
Casualty; and
(2) All proceeds received or to be received on account of a Taking or a
Casualty, or both, shall be applied (either to payment of the costs and expenses of repair
Subordination Agt(Second Mortg.and Third Mortg.) 10
(Timber Ridge at Sanders Pines Reserve/SAIL/1994S-003/
RFA 2014-11 I/2014-4265)
1 6011
and restoration or to payment of the Senior Loan) in the manner set forth in the Senior
Security Instrument; provided, however, that if the Senior Lender elects to apply such
proceeds to payment of the principal of, interest on and other amounts payable under the
Senior Loan, any proceeds remaining after the satisfaction in full of the principal of,
interest on and other amounts payable under the Senior Loan shall be paid to, and may be
applied by, the Subordinate Grantor in accordance with the applicable provisions of the
Subordinate Grant Documents, provided however, the Senior Lender agrees to consult
with the Subordinate Grantor in determining the application of Casualty proceeds,
provided further however that in the event of any disagreement between the Senior
Lender and the Subordinate Grantor over the application of Casualty proceeds, the
decision of the Senior Lender, in its sole discretion, shall prevail.
(c) No Modification of Subordinate Grant Documents. The Borrower and the
Subordinate Grantor each agree that, until the principal of, interest on and all other amounts
payable under the Senior Loan Documents have been paid in full, it will not, without the prior
written consent of the Senior Lender in each instance, increase the amount of the Subordinate
Grant, increase the required payments due under the Subordinate Grant, decrease the term of the
Subordinate Grant, increase the interest rate, if any, on the Subordinate Grant, increase the
restrictions on the Property set forth pursuant to the Subordinate Restrictions or otherwise amend
the Subordinate Grant terms or the Subordinate Grant Documents in a manner that creates an
adverse effect upon the Senior Lender under the Senior Loan Documents. Any unauthorized
amendment of the Subordinate Grant Documents or assignment of the Subordinate Grantor's
interest in the Subordinate Grant without the Senior Lender's consent shall be void ab initio and
of no effect whatsoever.
9. Modification or Refinancing of Senior Loan.
In an Event of Default or threatened, imminent default, under the Senior Loan
Documents, the Subordinate Grantor consents to any agreement or arrangement in which the
Senior Lender waives,postpones, extends,reduces or modifies any provisions of the Senior Loan
Documents, including any provision requiring the payment of money, without the prior approval
of Subordinate Grantor. Subordinate Grantor further agrees that its agreement to subordinate
hereunder shall not 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 that has not been previously approved by Subordinate Grantor);
and that all, after approval, 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 Loan, the Senior
Note, the Senior Security Instrument, the Senior Loan Documents and Senior Lender shall mean,
respectively, the refinance 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.
10. Default by the Subordinate Grantor or Senior Lender.
Subordination Agt(Second Mortg.and Third Mortg.) 1 1
(Timber Ridge at Sanders Pines Reserve/SAIL/1994S-003/
RFA 2014-111 12014-426S)
1
16 0 1
If the Subordinate Grantor or Senior Lender defaults in performing or observing any of
the terms, covenants or conditions to be performed or observed by it under this Agreement, the
other, non-defaulting lender shall have the right to all available legal and equitable relief.
11. 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 Lender or the Subordinate Grantor 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 Lender: Florida Housing Finance Corporation
227 North Bronough Street, Suite 5000
Tallahassee, Florida 32301-1329
Attention: Executive Director
Phone: (850) 488-4197
Fax: (850)488-9809
with a copy to: Nabors, Giblin&Nickerson, P.A.
t Sofi ltd has, i e. ,ate 201'
Tallahassee, Florida 32308
Attention: Junious D. Brown III,Esq.
Telephone: (850) 224-4070
Email:jbrown@ngn-tally.com
Subordinate Grantor: Collier County
Attention:
Phone: ( )
Fax: ( )
Email:
with a copy to:
Attention:
Phone: ( )
Fax: ( )
Email:
Subordination Agt(Second Mortg.and Third Mortg.) 12
(timber Ridge at Sanders Pines Reserve/SAIL/1994S-003/
RFA 2014-111/2014-426S)
16011
6 0
Borrower: Oak Marsh, 1,1,C
19308 S.W. 380th Street
Florida City, Florida 33034
Attention: Steven C. Kirk, President
"Telephone: (305)242-2142
Facsimile: (305)242-2143
E-mail: stevekirk(cr),ruralneighborhoods.org
with a copy to: Shutts& Bowen LLP
200 South Biscayne Boulevard, Suite 4100
Miami, Florida 33131
Attention: Robert Cheng, Esq.
Phone: (305) 415-9083
Fax: (305) 347-7783
Email: rchcng a shulls.corn
Any 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.
12. General.
(a) Assignment/Successors. This Agreement shall be binding upon the Borrower,
the Senior Lender and the Subordinate Grantor and shall inure to the benefit of the respective
legal successors and assigns of the Senior Lender and the Subordinate Grantor.
•T`i - t r--- `�- -
continuation of the Subordinate Grant Documents does not constitute the Senior Lender as a joint
venturer or partner of the Subordinate Grantor. Neither party hereto shall hold itself out as a
partner, agent or Affiliate of the other party hereto.
(c) Senior Lender's and Subordinate Grantor's Consent. Wherever the Senior
Lender's consent or approval is required by any provision of this Agreement, such consent or
approval may be granted or denied by the Senior Lender in its sole and absolute discretion,
unless otherwise expressly provided in this Agreement. Wherever the Subordinate Grantor's
consent or approval is required by any provision of this Agreement, such consent or approval
may be granted or denied by the Subordinate Grantor in its sole and absolute discretion, unless
otherwise expressly provided in this Agreement.
(d) Further Assurances, The Subordinate Grantor, the Senior Lender and the
Borrower each agree, at the Borrower's expense, to execute and deliver all additional instruments
and/or documents reasonably required by any other party to this Agreement in order to evidence
that the Subordinate Restrictions is subordinate to the lien, covenants and conditions of the
Senior Security Instrument, or to further evidence the intent of this Agreement.
Subordination Agt(Second Mortg.and Third Mortg.) 13
(Timber Ridge at Sanders Pines Reserve/SAII,/1994S-003/
RFA 2014-1 I I/2014-426S)
1 6 011
(e) Amendment. 'Phis Agreement shall not be amended except by written instrument
signed by all parties hereto.
(1) Governing Law. This Agreement shall be governed by the laws of the State in
which the Property is located.
(g) Severable Provisions. Lf any provision of this Agreement shall be invalid or
unenforceable to any extent, then the other provisions of this Agreement shall not be affected
thereby and shall be enforced to the greatest extent permitted by law.
(h) Term. The term of this Agreement shall commence on the date hereof and shall
continue until the earliest to occur of the following events: (i) the payment of all of the principal
of, interest on and other amounts payable under the Senior Loan Documents; (ii) the payment of
the Subordinate Grant and all other amounts payable under the Subordinate Grant Documents,
other than by reason of payments which the Subordinate Grantor is obligated to remit to the
Senior Lender pursuant to Section 4 hereof; or (iii) the acquisition by the Senior Lender of title
to the Property pursuant to a foreclosure or a deed in lieu of foreclosure of, or the exercise of a
power of sale contained in, the Senior Security Instrument.
(I) Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be considered an original for all purposes; provided, however, that all such
counterparts shall together constitute one and the same instrument.
[COUNTERPART SIGNATURE PAGES TO FOLLOW]
Subordination Agt(Second Mortg.and Third Mortg.) 14
(Timber Ridge at Sanders Pines Reserve/SAIL/1994S-0031
RFA 2014-111/2014-4265)
I
1 1
COUNTERPART SIGNATURE PAGE TO
SUBORDINATION AGREEMENT
(Timber Ridge at Sanders Pines Reserve/SAIL/ 1994S-003/
RFA 2014-111 /2014-426S)
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first written above.
SENIOR LENDER:
WITNESSES: FLORIDA HOUSING FINANCE
CORPORATION
fit • AA 1--
Pr'I : itiMire
ear fe 1, By:
� _ �L� Ken Reecy
nt: Irri� �= Director of Multifamily Programs
Address: 227 N. Bronough Street, Suite 5000
Tallahassee, Florida 32301-1329
[SEAL]
STATE OF FLORIDA
COUNTY OF LEON
`4h
The foregoing instrument was acknowledged before me this 1 tp day of
2016, by KEN REECY, as Director of Multifamily Programs of the FLORIDA HO ING
FINANCE CORPORATION, a public corporation and a public body corporate and politic duly
created and existing under the laws of the State of Florida, on behalf of Florida Housing. Said
person is personally known to me or has produ °• a valid iver's license as idification.
dl
JADE M.GRUBBS far),Public; State of Florida
179296nFFExpires December 15,2018 t Name:
'';;by•r u 6undad 7 My Commission Expires:
wu Troy Fain Insurance B00-385.7059
My Commission No.:
S-1
16011
COUNTERPART SIGNATURE PAGE TO
SUBORDINATION AGREEMENT
(Timber Ridge at Sanders Pines Reserve/SAIL/ 1994S-003/
RFA 2014-111 /2014-426S)
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first written above.
SUBORDINATE GRANTOR:
COLLIER COUNTY, FLORIDA, a political
subdivision of the State of Florida
ATTEST:
13 .
Name: ktOtrr- -e)botJtJtq1 ,tl L
Name: h1c€ c u Title: -_-__ C A' Yt len-a
Title: M- ►,tea,, r_._
Attest as to rim. -52..cict Ea -c . •,.-�C ,\
signature only, Address: NS‹,.> \5.i F\-- sz-V0....
STATE OF FLORIDA
COUNTY OF COLLIER "\\.c>ao.Ye‘o&• "'" ``\
Ctt:04+-.4-•.vs.sv:3`c.vX'c-, OC.
The foregoing instrument was acknowledged before me this 21-k.\-h day of
M��--� , 2016, by�j�,.� ,z scl __
,, _ , asCr res,,-ro COLLIER COUNTY,
FLORID&, a political subdivision of the State of Florida, who is personally known to me or has
produced a valid driver's license as identification.
41-#/;"4- 1-1-4-4(' ' ) )(4'4"P
Notary ublic; State of Florida
Print ame: \e\v-t:\ r,.c.. p. ', �.
`,4,µY P�:„ VIRGINIA A.MEET My Commission Expires: b\2 \\"'\
$'. N`',..'s Notary Public-State of Florida
•: 'A` :•c My Comm Expires Jun 23,2017 My Commission No.: FF l\GI 34:t,
• 1 It,.
COMITHSs'oi‘ # FF 11936
°' , ,t ^+ational Notary Assn.
Approved as to form and legality
Assistant Coun It.omey -p
-.,0.)��v
S-2
U , nLP Li
f
}
j.
COUNTERPART SIGNATURE PAGE TO
SUBORDINATION AGREEMENT
(Timber Ridge at Sanders Pines Reserve/SAIL/ 1994S-003/
RFA 2014-111 /2014-426S)
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first written above.
BORROWER:
WITNESSES: OAK MARSH, LLC, a Florida limited liability
company
s( —,--A.._.11. 4a.�e__-._.., By: Everglades Housing Trust, Incorporated, a
Print: gtot , Vs(& Florida not-for-profit corporation, its sole
member
e___
Print:(,. i S-11—'1-'0 r(-e_S B ' 'fes _
Steve Kir
Presid,nt
Address: 19308 S.W. 380th Street
Florida City, Florida 33034
STATE OF FLORIDA
COUNTY OF ¢r _
The foregoing instrument was acknowledged before me this 447Y1 day of
/ i/y , 2016, by STEVEN KIRK, as President of EVERGLADES HOUSING TRUST,
INCORPORATED, a Florida not-for-profit corporation and the sole member of OAK MARSH,
LLC, a Florida limited liability company, on behalf of the corporation and limited liability
company. Said person is personally known tc _11 e.or has produced a valid driver's license as
identification.
�, I j_ �/ - !J►
Notary Public; State of Florid
Print Name: 177-6. .0,4,_ . a+.0 `>
My Commission Expires: 071 at l ao+`"1
My Commission No.: PC 34/ Lig
CRY'°'''',-, FABIOLA VIDALES
Notary Public -State of Florida
1•: �•+, •E My Comm.Expires Jul 26, 2017
1 '°>'.�t . mac Commission # FF 34746 1
Bonded Through National Notary Assn
S-3
1 6011
EXHIBIT A
LEGAL DESCRIPTION
(Timber Ridge at Sanders Pines Reserve)
Subordination Agt(Second Mortg.and Third Mortg.)
(Timber Ridge at Sanders Pines Reserve/SAIL/1994S-003/
RFA 2014-111/2014-426S)
•
16011
SUBORDINATION AGREEMENT
'I'I ITS SUBORDINATION AGREEMENT(this"Agreement") is entered into thisZ4Wfday
of May, 2016 by and among COLLIER COUNTY, a political subdivision of the State of Florida,
with an address of 3339 E. Tamiami Trail, Naples, Florida 34112 ("County"), COMMUNITY
HOUSING CAPITAL, INC., a California non-profit public benefit corporation, with a business
address of 402 E. Howard Avenue, Decatur, Georgia 30030 (together with its successors and/or
assigns, "Senior Lender"), and OAK MARSH, LLC, a Florida limited liability company, with a
business address of c/o Rural Neighborhoods, Incorporated, 19308 SW 380th Street, P.O. Box
343529,Florida City,Florida 3303("Borrower").
Definitions
The following terms shall have the meanings assigned to them:
Borrower: OAK MARSH, LLC, a Florida limited liability company, with an
address of c/o Rural Neighborhoods, Incorporated, 19308 SW
380th Street,P.O.Box 343529,Florida City,Florida 33034.
Collateral: Collectively, all property now or hereafter pledged, mortgaged,
assigned, hypothecated or otherwise provided to Senior Lender as
collateral security for Borrower's obligations under the Senior
Loan, whether to secure the Senior Lender Note or any other
instrument,indebtedness or undertaking.
County: COLLIER COUNTY, a political subdivision of the State of
Florida, with an address of 3339 E. Tamiami Trail, Naples,
Florida 34112.
County Grant Agreements: Collectively, (i) the Agreement between Collier County and
Immokalee Non-Profit Housing, Inc. d/b/a Immokalee Housing&
Family, Sanders Pines Playground Upgrades,dated May 14,2013,
and (ii) the Agreement between Collier County and Immokalee
Non-Profit Housing, Inc. d/b/a Immokalee Housing & Family,
• Timber Ridge (Carl J. Kuehner) Community Center dated May
14,2013.
County Restrictions: Collectively (i) the Declaration of Restrictive Covenants granted
by Immokalee Non-Profit Housing, Inc. d/b/a Immokalee Housing
& Family Services for the benefit of the County, dated October
29,2014 and recorded April 22,2015 with the Clerk of the Circuit
Court, Collier County Florida in Book 5143, Page 1132, and (ii)
the Declaration of Restrictive Covenants granted by Immokaiee
Non-Profit Housing, Inc, d/b/a Immokalee Housing & Family
Services for the benefit of the County,dated October 29,2014 and
recorded April 22, 2015 with the Clerk of the Circuit Court,
Collier County Florida in Book 5143,Page 1135,
- - 6 En 1
Mortgaged Property: The real estate located at
as more particularly described in the Senior Lender Mortgage.
[descriptions/addresses to be confirmed[
Senior Lender: COMMUNITY HOUSING CAPITAL, INC., a California non-
profit public benefit corporation, with a business address of 402
E. Howard Avenue, Decatur,Georgia 30030.
Senior Lender Mortgage: That certain Mortgage,Assignment of Leases and Rents, Security
Agreement and Fixture Filing granted by Borrower for the benefit
of Senior Lender to secure the Senior Lender Note and recorded
herewith,
Senior Lender Note: That certain Promissory Note dated May 2016 by Borrower,
as maker, to Senior Lender, as payee, in the principal amount of
One Million Five Hundred Thousand and 00/100 Dollars
($1,500,000.00).
Senior Loan: The loan from Senior Lender to Borrower in the original principal
amount of $1,500,000.00, as evidenced by the Senior Lender
Note.
Senior Loan Documents: The Senior Lender Mortgage, Senior Lender Note and all other
mortgages, assignments, security agreements, pledges,agreements
or instruments granting to the Senior Lender a security interest in
or a lien on any Collateral.
Aureement
For valuable consideration, the receipt and sufficiency of which are mutually
acknowledged,the parties agree as follows:
I. GENERAL SUBORDINATION. The obligations of Borrower under the County
Restrictions and the County Grant Agreements shall be subordinate in all respects, payment, lien
and bankruptcy, to the obligations of Borrower under the Senior Loan Documents, including,
without limitation, the Senior Lender Mortgage and the Senior Lender Note. The County
Restrictions and the liens created thereunder shall be subject and subordinate to(i)the lien created
by,as well as to all of the terms, covenants and conditions contained in, each of the Senior Loan
Documents,and (ii)any and all advances secured by the Senior Loan Documents,whether prior to
or subsequent to the execution and recording of this Agreement, including,without limitation,any
and all increases therein made or incurred with respect to principal, interest and other charges
payable to Senior Lender and secured by the Senior Loan Documents or to preserve the Mortgaged
Property or the priority of the lien of the Senior Lender Mortgage, or the collection of any
indebtedness secured by the Senior Loan Documents (all of the foregoing clauses (i) and (ii) are
collectively referred to as the"Senior Lender Debt").
-2-
i &U1
2. INSURANCE PROCEEDS/CONDEMNATION AWARDS. County,and its successors
or assigns or any other legal holder of the County Restrictions,agrees to and does subordinate unto
the legal holders of the Senior Lender Mortgage all right, title, interest or claim, if any, up to the
amount of the Senior Lender Debt, in and to the proceeds of all (i) policies of insurance covering
the Mortgaged Property, and (ii) awards or other compensation made for any taking of any part of
the Mortgaged Property, provided that the same shall be used to pay the Senior Lender Debt. In
the event that following the application and disposition of the insurance proceeds and
condemnation award and other compensation in accordance with the above, any balance remains,
then such excess shall be made payable to the persons legally entitled to the same.
3. DEFAULT,FORECLOSURE AND ENFORCEMENT OF RIGHTS.
a. So long as the Senior Loan Documents remain outstanding, County shall provide Senior
Lender with copies of all notices of default under the County Restrictions or the County
Grant Agreements. County herby agrees that, without Senior Lender's prior written
consent,County shall not commence any proceeding to enforce the County Restrictions,or
otherwise demand payment of amounts owed by Borrower under the County Grant
Agreements.
b. So long as the Senior Loan Documents remain outstanding, Senior Lender agrees to send
County copies of any written notice of default or the commencement of any proceedings to
foreclose the Senior Lender Mortgage; provided, however, that the failure to send such
copies of notices shall not affect the validity of any notice given to Borrower or otherwise
affect such foreclosure proceedings or the validity of this Agreement. County shall have
the right, but not the obligation, to cure defaults within the applicable cure period for
Borrower.
4. SENIOR LOAN INCREASES. County agrees that in the event that Senior Lender
increases the amount of the Senior Loan, County will execute whatever additional documents may
be reasonably required by Senior Lender to be assured that the County Restrictions and County
Grant Agreements and Borrower's obligations thereunder are subordinate to the Senior Loan and
the Senior Loan Documents as they may be increased and/or amended.
5. SUBORDINATION OF PAYMENTS. County agrees that no payments, prepayments or
other distributions will be payable under the terms of the County Grant Agreements from the
income of Borrower unless at the time of such payment, prepayment or distribution, the income
generated by Borrower, as demonstrated by Borrower's audited or certified financial statements, is
sufficient to pay in a timely manner (i)all operating expenses necessary to operate properly the
Mortgaged Property, (ii)required contributions to reserves for replacements, and (iii)all amounts
due and payable under the Senior Loan Documents. In the event of a default under the Senior
Loan Documents, no payments will be accepted from Borrower without the prior written consent
of Senior Lender. In the event County receives any payment or other distribution of any kind from
Borrower or from any source whatsoever in respect to the County Grant Agreements or the County
Restrictions, other than as permitted above, such payment or other distribution shall be received in
trust for Senior Lender and forwarded promptly to Senior Lender.
6. SUBORDINATE LOAN AMENDMENTS. The County Grant Agreements and the
County Restrictions shall not be modified or amended in any manner without prior written consent
of Senior Lender,which consent shall not be unreasonably withheld or delayed.
-3-
1
6 0 1 1
7. NOTICES. All notices, demands, and other communications made hereunder shall be in
writing and given by hand, by nationally recognized overnight delivery service, or by certified or
registered first class mail, return receipt requested, postage prepaid and addressed to the intended
recipient at its address, as specified in this Agreement. Each of the foregoing addresses may be
changed upon fifteen(15) days' prior written notice given by any of the foregoing prescribed
methods. All notices shall be deemed to have been given,delivered,and received on the earlier of
(i)actual receipt or (ii)the tender of delivery by one of the above prescribed methods during
normal business hours at the specified address.
8. BANKRUPTCY. County will not, without the prior written consent of Senior Lender,
commence or join with any other creditor in commencing any bankruptcy, reorganization or
insolvency proceedings with respect to Borrower,
9. MISCELLANEOUS.
a. This Agreement shall be governed by the laws of the State of Florida and shall inure to the
benefit of, and be binding upon, the undersigned and their respective successors and
assigns.
b. The provisions of this Agreement are intended solely for the purpose of defining the
relative rights of the parties and shall remain in effect so long as the Senior Loan
Documents and the County Restrictions remain outstanding. Notwithstanding any other
provision hereof, this Agreement shall terminate without the requirement of any recorded
instrument upon the recording of a discharge of the Senior Lender Mortgage or the County
Restrictions.
c. Nothing contained herein is intended to or shall impair the obligations of Borrower to
Senior Lender or County. Except as otherwise provided herein, the right of the parties to
enforce the provisions of this Agreement shall not at any time be prejudiced or impaired
(i)by any act or failure to act on the part of any of the parties, including, without
limitation, any forbearance, waiver, consent, compromise, amendment, extension or
renewal with respect to Borrower's obligations to a party or any taking or release of or
failure to protect or preserve any property of Borrower or (ii)by noncompliance by
Borrower with the terms of this Agreement.
(signatures on following page]
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IN WITNESS WHEREOF,each party to this Agreement has executed and delivered this
Agreement or has caused this Agreement to be signed and delivered by its duly authorized
representative under seal,effective as of the date first set forth above,
ATTEST: COLLIER COUNTY
DWIGHT E.BROCIC CLERK
y:
Atttst as to 0,m' t ti CLERK DONN FIALA,CHAIRMAN
"'i?691 tItr P h '
Approved for form and legality:
-Aft-.41111
Jennifer A, Belpedio i tp
Assistant County Actor'"' C,92
Pc
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161J11
IN WITNESS WHEREOF, each party to this Agreement has executed and delivered this
Agreement or has caused this Agreement to be signed and delivered by its duly authorized
representative under seal, effective as of the date first set forth above.
COMMUNITY HOUSING CAPITAL,INC.
Name: D. .. U. Landis, II
Title: SVP/COO
STATE OF GEORGIA
DeKalb County
On this )t day of M 1\ , 2016, before me, the undersigned notary public,
personally appeared David U. Landis, II, as SVP/COO of Community Housing Capital, Inc.,
proved to me through satisfactory evidence of identification, which was [ ] a state driver's license
or other evidence of identification [k] personal knowledge, to be the person whose name is signed
on the preceding or attached document, and acknowledged to me that he signed it voluntarily for
its stated purpose.
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a ••••••••.`s Nota �'ublic
s'e ' AA \ My commission expires:
was •
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IN WITNESS WHEREOF, each party to this Agreement has executed and delivered this
Agreement or has caused this Agreement to be signed and delivered by its duly authorized
representative under seal, effective as of the date first set forth above.
BORROWER:
OAK MARSH,LLC,
a Florida limited liability company
By: EVERGLADES HOUSING TRUST
INCORPORATED,a Florida not-for-
profit corporation, its Sole Member
By: 41111.
I ame: .STG'V
Title: , ' CritoCvr'
State of Florida
County of Collier
Sworn to(or affirmed)and subscribed before me this Zer day of/1101t,"
2016
By STe✓eN/4/4t-, , /fuel/OE/r+T.' of
4 /e44e/w04i //oreil 7te.zwee aAi
/Personally Known
Produced Identification
Type and#of ID
(Signature of Notary)
P;LC 0:4rk•Ce-
(Name
e(Name of Notary Typed,Stamped, or Printed)
Nstarp( jc,State c} E1310,4°4Es
4 "1,cA Notary Public-State of Florida
�' : My Comm. Expires Jul 26,2017
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9l rpt o� Commission#FF 34748
Bonded Through National Notary Assn. 0
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