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68. Promissory Note- Vista Breeze (NHTF) 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 / NHTF / RFA 2021-205 / 2022-159SN) THIS IS A BALLOON NOTE AND THE FINAL PRINCIPAL PAYMENT OR THE PRINCIPAL BALANCE DUE UPON MATURITY IS $1,301,500, TOGETHER WITH ACCRUED INTEREST, IF ANY, AND ALL ADVANCEMENTS MADE BY THE BORROWER UNDER THE TERMS OF THIS NOTE, SUBJECT TO THE CONDITIONS SET FORTH HEREIN. Principal Amount - $1,301,500 Delivered to Tallahassee, Florida Maturity Date: June 15, 2056 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 original principal sum of ONE MILLION THREE HUNDRED ONE THOUSAND FIVE HUNDRED AND NO/100 DOLLARS ($1,301,500) (the “Loan” or “NHTF Loan”) or so much as may be advanced to Borrower from time to time pursuant to that certain Construction Loan Agreement of even date herewith (the "Construction Loan Agreement") among Florida Housing, the Borrower and AMERINAT®, LLC, a Minnesota limited liability company authorized to transact business in the State of Florida (the “Servicer”), 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 zero percent (0%) per annum on the outstanding principal balance due on the Maturity Date. (2) The principal balance of the Loan is non-amortizing during the term of this Note. Subject to subsection (3) below, the entire unpaid principal amount of this Note, together with all accrued and unpaid interest thereon, shall be due and payable on June 15, 2056 (the "Maturity Date"), providing for a thirty-two and one-half (32.5) year loan period (including the construction/stabilization period), 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) So long as the Development maintains its required NHTF Link Set Asides as set forth in the Land Use Restriction Agreement between Borrower and Florida Housing of even date herewith (as amended or modified from time to time, the “Land Use Restriction Agreement”) for the thirty (30) year term of this Loan, the Borrower complies with all other NHTF Program requirements and no Event of Default has occurred (or if an Event of Default has occurred, it has been cured as determined in the sole, reasonable discretion of Florida Housing) (hereinafter, collectively, the “Compliance Conditions”), on the 2 Promissory Note VISTA BREEZE / NHTF / RFA 2021-205 / 2022-159SN Maturity Date, the principal amount of this Note may be forgiven in full in the sole discretion of the Florida Housing, and this Note and the Mortgage shall be deemed satisfied, unless acceleration is made by Florida Housing pursuant to the terms hereof or the other documents evidencing or securing the Loan (collectively, the “Loan Documents”). The Borrower expressly acknowledges that the Land Use Restriction Agreement shall survive the repayment or forgiveness of the Loan and satisfaction of the NHTF Mortgage prior to the expiration of the fifty (50) year NHTF Program Compliance Period. (4) Unless Florida Housing has accelerated the Loan, the Borrower shall pay Florida Housing a late charge of five percent (5%) of required payment(s), if any, which is not received by Florida Housing within fifteen (15) days of the due date of said payment. Borrower and Florida Housing agree that said charge is a fair and reasonable charge for the late payment and shall not be deemed a penalty. (5) 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, if any, and the balance, if any, to the principal balance of this Note. (6) All terms hereunder shall be as construed and defined in the Construction Loan Agreement or the Florida Housing Finance Corporation Request for Applications (RFA) 2021-205, in effect as of August 17, 2021(the “RFA”), as the context may require. (7) 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. 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. All terms and provisions of the following are incorporated into and made a part of this Note and the Loan Documents: The NHTF Program, the RFA, Rule Chapter 67-48, Fla. Admin. Code, in effect as of May 18, 2021 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 between 24 C.F.R., Section 93, Chapter 420, Fla. Stat. and Rule Chapters 67-48 and 67-53, Fla. Admin. Code, the provisions of 24 C.F.R., Section 93, shall first control, then 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 Mortgage and Security Agreement (the "Mortgage") encumbering 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." 3 Promissory Note VISTA BREEZE / NHTF / RFA 2021-205 / 2022-159SN 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 the Borrower ("Excess Sum") shall be credited as a payment of principal, or, if the indebtedness and other obligations evidenced by this Note have been paid in full, returned to the Borrower together with interest at the same rate as was paid by the Borrower during such period. Any Excess Sum credited to principal shall be credited as of the date paid to Florida Housing. Florida Housing may, without such action constituting a breach of any obligations to the Borrower, seek judicial determination of the Maximum Rate, and its obligation to pay or credit any proposed Excess Sum to the Borrower. The "Default Interest Rate" shall mean the lesser of (i) eighteen percent (18%) per annum, or (ii) the maximum rate permitted by law. 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, subject to any applicable grace periods, 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. Provided Florida Housing has not accelerated this Note, 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 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. 4 Promissory Note VISTA BREEZE / NHTF / RFA 2021-205 / 2022-159SN 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 limited recourse provisions set forth in Section 3.07 of the Mortgage will apply with equal force as if set forth fully herein. 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, THE BORROWER KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ITS RIGHTS OR THE RIGHTS OF ITS HEIRS, ASSIGNS, 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, CROSSCLAIM, 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. The Borrower acknowledges that the above paragraph has been expressly bargained for by Florida Housing as part of the transaction with the Borrower and that, but for the 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.