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61. Promissory Note - Vista Breeze (Viability) THIS NOTE AND THE MORTGAGE SECURING THIS NOTE ARISE OUT OF OR ARE GIVEN TO SECURE THE REPAYMENT OF A LOAN ISSUED IN CONNECTION WITH THE FINANCING OF HOUSING AND ARE EXEMPT FROM DOCUMENTARY STAMP TAX AND INTANGIBLE TAX PURSUANT TO SECTION 420.513(1), FLORIDA STATUTES. PROMISSORY NOTE (VISTA BREEZE / CONSTRUCTION INFLATION RESPONSE VIABILITY FUNDING / RFA 2023-211 / 2023-260V) THIS NOTE IS SECURED BY A BALLOON MORTGAGE AND THE FINAL PRINCIPAL PAYMENT OR THE PRINCIPAL BALANCE DUE UPON MATURITY IS $4,300,000, TOGETHER WITH ACCRUED INTEREST, IF ANY, AND ALL ADVANCEMENTS MADE BY FLORIDA HOUSING UNDER THE TERMS OF THIS NOTE AND THE MORTGAGE. Principal Amount - $4,300,000 Delivered to Tallahassee, Florida Maturity Date: June 15, 2044 December 15, 2023 FOR VALUE RECEIVED the undersigned, VISTA BREEZE, LTD., a Florida limited partnership (the "Borrower"), promises to pay to the order of 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, together with its successors, assigns or any other holder hereof ("Florida Housing"), at 227 North Bronough Street, Suite 5000, Tallahassee, Florida 32301, or such other place as Florida Housing may from time to time designate in writing, the principal sum of FOUR MILLION THREE HUNDRED THOUSAND AND NO/100 DOLLARS ($4,300,000) (the "Loan" or "Viability Loan") or so much as may be advanced to Borrower from time to time pursuant to the Construction Loan Agreement, dated of even date herewith (the “Construction Loan Agreement”), among the Borrower, Florida Housing and AMERINAT®, LLC, a Minnesota limited liability company authorized to transact business in the State of Florida (“Servicer”), the terms of which are incorporated herein by reference, and any other documents related to the Loan, plus accrued interest, to be paid in lawful money of the United States of America, as follows: (1) This Promissory Note (this “Note”) shall bear interest from the date hereof, computed at the rate of one percent (1.00%) simple interest per annum (the "Note Rate") on the outstanding principal balance. Interest shall be computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as applicable. (2) The principal balance of the Loan is non-amortizing during the term of this Note. The entire unpaid principal amount of this Note, together with all accrued and unpaid interest thereon, shall be due and payable on June 15, 2044 (the "Maturity Date"), providing for a twenty and one- half (20.5) year loan period (including construction and stabilization period) from the date hereof, unless acceleration is made by Florida Housing pursuant to the terms hereof or the other documents evidencing or securing this Note (the “Security Documents”). (3) Interest payments hereunder shall be based upon the actual Development Cash Flow, as defined in the Rule, (as defined below), which shall be determined, together with lien position of the Loan, annually by Florida Housing on a calendar year basis prior to the Annual Payment Date (as hereinafter defined). The first payment of interest at the Note Rate will be due no later than 243 calendar days after the Borrower's fiscal year end following the fiscal year within which the first unit within the Development is occupied. For purposes of calculating the amount of interest due on the first Annual Payment Date, accrued interest shall include interest from the date of the first draw until the date of the Borrower's fiscal 2 Promissory Note (Vista Breeze / Construction Inflation Response Viability Funding / RFA 2023-211 / 2023-260V) year end of the fiscal year during which the first unit within the Development is occupied. Subsequent annual payments shall be due on the date that is 243 calendar days after the Borrower's fiscal year end (the "Annual Payment Date") for each fiscal year thereafter through the Maturity Date, at which time all outstanding principal indebtedness together with all accrued and unpaid interest thereon shall be due and payable, unless acceleration is made by Florida Housing pursuant to the provisions hereof. Any payment not paid when due taking into account applicable grace periods shall bear interest at the Default Interest Rate (as hereinafter defined) from the due date thereof until paid. Unless Florida Housing has accelerated the Loan, the Borrower shall pay Florida Housing a late charge of five percent (5%) of any required payment which is not received by Florida Housing within fifteen (15) days of the due date. (4) The Borrower agrees to provide annually to Florida Housing and the Servicer a certification detailing the information needed to determine the annual interest payment due hereunder. The certification shall be provided within 151 calendar days following the Borrower's fiscal year end (the "Submission Deadline") of each year during the term of the Note. However, this certification requirement will be waived until the Submission Deadline following the fiscal year within which the first unit within the Development is occupied. In the event the Development contains occupied units at the time of acquisition, the initial submission shall be due following the fiscal year within which the 12 month anniversary of Loan closing is observed. The certification shall be in form and content acceptable to Florida Housing and shall require submission of annual audited financial statements, the annual financial reporting form (Form SR-1, as may be amended) and other documents that may be required by Florida Housing (via email to financialreporting@floridahousing.org or such other physical email addresses provided by Florida Housing) and the Servicer (submitted to the Servicer in both PDF format and in electronic form as a Microsoft Excel spreadsheet, as provided in the Rule, as may be amended). The audited financial statements are to be prepared in accordance with accounting principles generally accepted in the United States of America and audited in accordance with auditing standards generally accepted in the United States of America, for the 12 month fiscal year period just ended and shall include: (i) comparative balance sheet with prior year and current year balances; (ii) statement of revenue and expenses; (iii) statement of changes in fund balances or equity; (iv) statement of cash flows; and (v) notes to financial statements. The financial statements shall also be accompanied by a certification of the Borrower as to the accuracy of such financial statements. A late fee of $500.00 will be assessed by Florida Housing for failure to submit the required audited financial statements and certification by the Submission Deadline of each year of the term of the Loan. If the Borrower has not submitted the required audited financial statements and certification by the Submission Deadline, the Servicer shall deem the Development Cash Flow sufficient and issue a billing for the full interest due on the Loan for the Borrower's immediately preceding fiscal year, by 212 calendar days after the Borrower's fiscal year end. After receipt of the audited financial statements, the Servicer shall issue a revised billing, if necessary. Failure to submit the required audited financial statements and certification by the Submission Deadline of each year of the term of the Loan shall constitute an event of default of the Loan. The Borrower shall furnish to Florida Housing or the Servicer unaudited statements, certified by the Borrower’s principal financial or accounting officer, covering such financial matters as Florida Housing or the Servicer may reasonably request, including without limitation monthly statements with respect to the Development. (5) Each year payments from Development Cash Flow as determined by Florida Housing shall be applied, if the Viability Loan is not a first mortgage lien, pursuant to Rule Chapter 67-48.010(6), Fla. Admin. Code, in effect as of July 6, 2022, to pay the following items in order of the following priority: (a) All superior mortgage fees and debt service; (b) Development Expenses, for the Development plus up to twenty percent (20%) of total Developer fees per year; 3 Promissory Note (Vista Breeze / Construction Inflation Response Viability Funding / RFA 2023-211 / 2023-260V) (c) Interest payment on the outstanding principal balance of this Note at the Note Rate, and any late charges, costs or fees due hereunder or under the Loan Documents (as hereinafter defined) over the life of the Viability Loan; (d) Interest payments on the Viability Loan deferred from previous years; and (e) Mandatory payments on subordinate mortgages. If the Viability Loan is secured by a first mortgage lien, each year payments from Development Cash Flow as determined by Florida Housing shall be applied pursuant to Rule Chapter 67-48.010(7), Fla. Admin. Code, in effect as of July 6, 2022; to pay the following items in order of the following priority: (a) First mortgage fees and interest payment on the Viability Loan balance; (b) Development Expenses for the Development plus up to twenty percent (20%) of total Developer fees per year; (c) Interest payments on the Viability Loan deferred from previous years; (d) Mandatory payment on subordinate mortgages. (6) Notwithstanding anything to the contrary herein, any payments of accrued and unpaid interest due annually hereunder shall be deferred without default hereunder to the extent that Development Cash Flow is insufficient to make said payments pursuant to the payment priority schedule in Subparagraph 5 above and as determined by Florida Housing. Any unpaid interest that is deferred shall accrue without interest thereon until paid as provided herein. If Florida Housing and the Servicer determine that Development Cash Flow is sufficient to pay any accrued and unpaid interest due hereunder, the Borrower shall remit such interest due to the Servicer no later than 243 calendar days after the Borrower's fiscal year end of each year during the term of this Note. If Development Cash Flow is under-reported and such report causes a deferral of interest, such under-reporting shall constitute an event of default on the Loan. A penalty of five percent (5%) of any required payment shall be assessed. (7) This Note may be prepaid in whole or in part at any time, without penalty or premium. Any prepayment hereunder shall be applied first to unpaid costs of collection, servicing fees, and late charges, if any, then to accrued and unpaid interest and the balance, if any, to the principal balance of this Note. (8) After maturity, default or acceleration, this Note shall bear interest at the Default Interest Rate from the due date until paid in full or until this Note is otherwise reinstated. (9) All terms hereunder shall be as construed and defined in the Rule or the Construction Loan Agreement or the Florida Housing Finance Corporation Request for Applications 2023-211, in effect as of May 1, 2023 (“RFA”), as the context may require. (10) The Borrower and any other person liable for the payment hereof respectively hereby agrees to pay any and all excise or documentary stamp taxes (including documentary stamp tax and intangible tax) plus any penalties or late charges, now due and owing or hereinafter assessed in connection with this Note and/or the Security Documents. 4 Promissory Note (Vista Breeze / Construction Inflation Response Viability Funding / RFA 2023-211 / 2023-260V) All terms and provisions of the following are incorporated into and made a part of this Note and the Loan Documents: the RFA, Rule Chapter 67-48, Fla. Admin. Code, in effect as of July 6, 2022, (the “Rule”) Rule Chapter 67-53, Fla. Admin. Code, in effect as of August 20, 2009 and Chapter 420, Florida Statutes (collectively, the “Laws and Regulations”); all terms not otherwise defined herein or in the Loan Documents shall be as construed and defined in the Laws and Regulations. In the event of any conflict among Chapter 420, Fla. Stat., the RFA and the Rule, the provisions of Chapter 420, Fla. Stat. shall control. In the event of any conflict between the Loan Documents and the Laws and Regulations, the Laws and Regulations shall control. This Note is secured by a Leasehold Mortgage and Security Agreement (the "Mortgage") encumbering that certain real property and improvements located in Miami-Dade County, Florida and other property more particularly described therein (the "Development"), Financing Statements and by an Assignment of Leases, Rents and Contract Rights, all of even date herewith. The foregoing along with this Note, the Construction Loan Agreement and the other Security Documents are collectively referred to as the "Loan Documents." This Note has been executed and delivered in, and is to be governed by and construed under the laws of, the State of Florida, as amended, except as modified by the laws and regulations of the United States of America. Borrower shall have no obligation to pay interest or payments in the nature of interest in excess of the maximum rate of interest allowed to be contracted for by law, as changed from time to time, applicable to this Note (the "Maximum Rate"). Any interest in excess of the Maximum Rate paid by Borrower ("Excess Sum") shall be credited as a payment of principal, or, if Borrower so requests in writing, returned to Borrower, or, if the indebtedness and other obligations evidenced by this Note have been paid in full, returned to Borrower together with interest at the same rate as was paid by Borrower during such period. Any Excess Sum credited to principal shall be credited as of the date paid to Florida Housing. The Maximum Rate varies from time to time and from time to time there may be no specific maximum rate. Florida Housing may, without such action constituting a breach of any obligations to Borrower, seek judicial determination of the Maximum Rate, and its obligation to pay or credit any proposed Excess Sum to Borrower. The "Default Interest Rate" and, in the event no specific Maximum Rate is applicable, the Maximum Rate shall be eighteen percent (18%) per annum. Florida Housing shall have the right to declare the total principal sum hereof, or so much thereof as may be outstanding, together with accrued but unpaid interest thereon and all other costs, fees, and expenses payable by Borrower under the Loan Documents or this Note, to be immediately due and payable in advance of the Maturity Date upon the failure of Borrower to pay when due, taking into account applicable grace periods and rights to cure set forth in the Loan Documents, any payment of principal or interest or other amount due hereunder; or upon the occurrence of an event of default pursuant to any of the Loan Documents now or hereafter evidencing, securing or guaranteeing payment of this Note not cured within any applicable cure period. Exercise of this right shall be without notice to Borrower or to any other person liable for payment hereof, notice of such exercise being hereby expressly waived. Any payment hereunder not paid when due (at maturity, upon acceleration or otherwise), taking into account applicable grace periods, shall bear interest at the Default Interest Rate from the due date until paid. 5 Promissory Note (Vista Breeze / Construction Inflation Response Viability Funding / RFA 2023-211 / 2023-260V) Provided Florida Housing has not accelerated this Note, Borrower shall pay Florida Housing a late charge of five percent (5%) of any required payment which is not received by Florida Housing within fifteen (15) days of the due date of said payment. The parties agree that said charge is a fair and reasonable charge for the late payment and shall not be deemed a penalty. Time is of the essence hereunder. In the event that this Note is collected by law or through attorneys at law, or under advice therefrom, Borrower agrees to pay all costs of collection, including all legal fees, whether or not suit is brought, and whether incurred in connection with collection, trial, appeal, bankruptcy or other creditors' proceedings or otherwise. Acceptance of partial payments or payments marked "payment in full" or "in satisfaction" or words of similar effect shall not affect the duty of Borrower to pay all obligations due hereunder, and shall not affect the right of Florida Housing to pursue all remedies available to it under the Loan Documents. The remedies of Florida Housing shall be cumulative and concurrent, and may be pursued singularly, successively or together, at the sole discretion of Florida Housing, and may be exercised as often as occasion therefor shall arise. No action or omission of Florida Housing, including specifically any failure to exercise or forbearance in the exercise of any remedy, shall be deemed to be a waiver or release of the same, such waiver or release to be effected only through a written document executed by Florida Housing and then only to the extent specifically recited therein. A waiver or release with reference to any one event shall not be construed as continuing or as constituting a course of dealing, nor shall it be construed as a bar to, or as a waiver or release of, any subsequent remedy as to a subsequent event. Any notice to be given or to be served upon any party hereto, in connection with this Note, whether required or otherwise, may be given in any manner permitted under the Loan Documents. The term "other person liable for payment hereof" shall include any endorser, guarantor, surety or other person now or hereafter primarily or secondarily liable for the payment of this Note, whether by signing this or another instrument. The characterizations of the obligations of the Borrower hereunder as recourse, limited recourse or non-recourse shall be governed by Section 5.5 of the Mortgage and shall be subject to the terms thereof. Whenever the context so requires, the neuter gender includes the feminine and/or masculine, as the case may be, and the singular number includes the plural, and the plural number includes the singular. The Borrower and any other person liable for the payment hereof, respectively, hereby (a) expressly waive any valuation and appraisal, presentment, demand for payment, notice of dishonor, protest, notice of nonpayment or protest, all other forms of notice whatsoever except the notices required hereunder, and diligence in collection; (b) consent that Florida Housing may, from time to time and without notice to any of them or demand, (i) extend, rearrange, renew or postpone any or all payments, (ii) release, exchange, add to or substitute all or any part of the collateral for this Note, and/or (iii) release the Borrower (or any co-borrower) or any other person liable for payment hereof, without in any way modifying, altering, releasing, affecting or limiting their respective liability or the lien of any security instrument; and (c) agree that Florida Housing, in order to enforce payment of this Note against any of them, shall not be required first to institute any suit or to exhaust any of its remedies against the Borrower (or any co-borrower) or against any other person liable for payment hereof or to attempt to realize on any collateral for this Note. BY EXECUTING THIS NOTE, BORROWER KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ITS RIGHTS OR THE RIGHTS OF ITS HEIRS, ASSIGNS, 6 Promissory Note (Vista Breeze / Construction Inflation Response Viability Funding / RFA 2023-211 / 2023-260V) SUCCESSORS OR PERSONAL REPRESENTATIVES TO A TRIAL BY JURY, IF ANY, IN ANY ACTION, PROCEEDING OR SUIT, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE, AND WHETHER ASSERTED BY WAY OF COMPLAINT, ANSWER, CROSS CLAIM, COUNTERCLAIM, AFFIRMATIVE DEFENSE OR OTHERWISE, BASED ON, ARISING OUT OF, UNDER OR IN CONNECTION WITH, THIS NOTE OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT TO BE EXECUTED IN CONNECTION HEREWITH OR WITH THE INDEBTEDNESS EVIDENCED HEREBY OR THE RENEWAL, MODIFICATION OR EXTENSION OF ANY OF THE FOREGOING OR ANY FUTURE ADVANCE THEREUNDER. THIS PROVISION IS A MATERIAL INDUCEMENT FOR FLORIDA HOUSING'S EXTENDING CREDIT TO BORROWER AND NO WAIVER OR LIMITATION OF FLORIDA HOUSING'S RIGHTS HEREUNDER SHALL BE EFFECTIVE UNLESS IN WRITING AND MANUALLY SIGNED ON FLORIDA HOUSING'S BEHALF. Borrower acknowledges that the above paragraph has been expressly bargained for by Florida Housing as part of the transaction with Borrower and that, but for Borrower's agreement thereto, Florida Housing would not have extended the Loan evidenced by this Note for the terms and at the interest rates provided herein. Subordination Agreement. Notwithstanding anything to the contrary contained herein, so long as the Governmental Lender Note is outstanding, or any portion of the note evidencing the First Mortgage Loan is unpaid, Florida Housing's rights to declare a default, accelerate the indebtedness secured by this Note and the other Loan Documents, commence a foreclosure of the Mortgage or pursue any other right or remedy under this Note, are subject to the Subordination Agreement. [SIGNATURE PAGE TO FOLLOW]