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02. Construction Phase Borrower Loan Agreement - Vista Breeze 4853-9500-5827.6 CONSTRUCTION PHASE BORROWER LOAN AGREEMENT among HOUSING FINANCE AUTHORITY OF MIAMI-DADE COUNTY, FLORIDA, as Governmental Lender THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Fiscal Agent and VISTA BREEZE, LTD., as Borrower Relating to Vista Breeze 175 S. Shore Drive and 280 S. Shore Drive, in the City of Miami Beach, Miami-Dade County, Florida Maximum Borrower Loan Principal Amount: $32,500,000 Dated as of December 1, 2023 All of the right, title and interest of the Housing Finance Authority of Miami-Dade County, Florida (except for its Unassigned Rights) in and to this Construction Phase Borrower Loan Agreement are being assigned to The Bank of New York Mellon Trust Company, N.A., as Fiscal Agent, as security for the Funding Loan made pursuant to that certain Funding Loan Agreement dated as of December 1, 2023 by and among the Governmental Lender, the Initial Funding Lender named therein and the Fiscal Agent. 4853-9500-5827.6 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.01 Definitions ........................................................................................................................... 3 Section 1.02 Interpretation ....................................................................................................................... 3 ARTICLE II REPRESENTATIONS, WARRANTIES AND COVENANTS Section 2.01 Representations, Warranties and Covenants of the Governmental Lender ......................... 4 Section 2.02 Representations, Warranties and Covenants of the Borrower ............................................. 5 Section 2.03 Representations and Warranties of the Fiscal Agent .......................................................... 8 Section 2.04 Arbitrage and Rebate Fund Calculations ............................................................................ 9 Section 2.05 Tax Covenants of the Borrower .......................................................................................... 9 ARTICLE III THE BORROWER LOAN Section 3.01 Conditions to Funding the Borrower Loan ....................................................................... 11 Section 3.02 Terms of the Borrower Loan; Servicing. .......................................................................... 11 Section 3.03 Deposits ............................................................................................................................. 12 Section 3.04 Pledge and Assignment to Fiscal Agent ............................................................................ 13 Section 3.05 Investment of Funds .......................................................................................................... 13 Section 3.06 Damage; Destruction and Eminent Domain...................................................................... 13 Section 3.07 Enforcement of Financing Documents .............................................................................. 13 ARTICLE IV LOAN PAYMENTS Section 4.01 Payments Under the Construction Phase Borrower Note; Independent Obligation of Borrower. ...................................................................................................................... 13 Section 4.02 Additional Payments Under the Construction Phase Borrower Note and this Construction Phase Borrower Loan Agreement. .............................................................. 14 Section 4.03 Payments to Rebate Fund .................................................................................................. 16 Section 4.04 Prepayment. ....................................................................................................................... 16 Section 4.05 Borrower’s Obligations Upon Prepayment ....................................................................... 16 Section 4.06 Limits on Personal Liability. ............................................................................................. 16 ARTICLE V SPECIAL COVENANTS OF BORROWER Section 5.01 Performance of Obligations .............................................................................................. 17 Section 5.02 Compliance With Applicable Laws .................................................................................. 17 Section 5.03 Funding Loan Agreement Provisions ................................................................................ 17 Section 5.04 Reserved. ........................................................................................................................... 17 Section 5.05 Borrower to Maintain Its Existence; Certification of No Default. .................................... 17 Section 5.06 Borrower to Remain Qualified in State and Appoint Agent ............................................. 17 ii 4853-9500-5827.6 Section 5.07 Sale or Other Transfer of Project ...................................................................................... 17 Section 5.08 Right to Perform Borrower’s Obligations ......................................................................... 17 Section 5.09 Notice of Certain Events ................................................................................................... 18 Section 5.10 Survival of Covenants ....................................................................................................... 18 Section 5.11 Access to Project; Records ................................................................................................ 18 Section 5.12 Tax Regulatory Agreement ............................................................................................... 18 Section 5.13 Damage, Destruction and Condemnation.......................................................................... 19 Section 5.14 Obligation of the Borrower To Construct the Project ....................................................... 19 Section 5.15 Filing of Financing Statements ......................................................................................... 19 ARTICLE VI INDEMNIFICATION Section 6.01 Indemnification. ................................................................................................................ 19 Section 6.02 Limitation With Respect to the Funding Lender ............................................................... 21 ARTICLE VII EVENTS OF DEFAULT AND REMEDIES Section 7.01 Events of Default .............................................................................................................. 22 Section 7.02 Remedies on Default ......................................................................................................... 23 Section 7.03 No Remedy Exclusive ....................................................................................................... 23 Section 7.04 Agreement to Pay Attorneys’ Fees and Expenses ............................................................. 23 Section 7.05 No Additional Waiver Implied by One Waiver ................................................................ 24 Section 7.06 Control of Proceedings. ..................................................................................................... 24 Section 7.07 Assumption of Obligations ............................................................................................... 25 ARTICLE VIII MISCELLANEOUS Section 8.01 Notices. 25 Section 8.02 Concerning Successors and Assigns ................................................................................. 27 Section 8.03 Governing Law; Venue ..................................................................................................... 27 Section 8.04 Modifications in Writing ................................................................................................... 27 Section 8.05 Further Assurances and Corrective Instruments ............................................................... 27 Section 8.06 Captions ............................................................................................................................ 27 Section 8.07 Severability ....................................................................................................................... 27 Section 8.08 Counterparts ...................................................................................................................... 27 Section 8.09 Amounts Remaining in Loan Payment Fund or Other Funds ........................................... 27 Section 8.10 Effective Date and Term ................................................................................................... 28 Section 8.11 Cross References ............................................................................................................... 28 Section 8.12 Funding Lender Representative and Servicer as Third-Party Beneficiaries ..................... 28 Section 8.13 Reserved. ........................................................................................................................... 28 Section 8.14 Non-Liability of Governmental Lender ............................................................................ 28 Section 8.15 No Liability of Officers ..................................................................................................... 29 Section 8.16 Capacity of the Fiscal Agent ............................................................................................. 29 Section 8.17 Reliance ............................................................................................................................. 29 4853-9500-5827.6 CONSTRUCTION PHASE BORROWER LOAN AGREEMENT THIS CONSTRUCTION PHASE BORROWER LOAN AGREEMENT (this “Construction Phase Borrower Loan Agreement”) is made and entered into as of December 1, 2023, by and among the HOUSING FINANCE AUTHORITY OF MIAMI-DADE COUNTY, FLORIDA (the “Governmental Lender”), a public body corporate and politic organized and existing under the laws of the State of Florida (the “State”), THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, duly organized and existing under the laws of the United States of America (together with any successor Fiscal Agents appointed under the Funding Loan Agreement, the “Fiscal Agent”), and VISTA BREEZE, LTD., a Florida limited partnership, duly organized and existing under the laws of the State (together with its successors and assigns permitted hereunder, the “Borrower”). RECITALS A. Pursuant to Chapter 159, Part IV, Florida Statutes, as amended, Resolution R-1194-78 adopted by the Board of County Commissioners of Miami-Dade County (the “Board”) on October 17, 1978, Ordinance No. 78-89 enacted by the Board on December 12, 1978 and Ordinance No. 11-99 enacted by the Board on December 6, 2011 (collectively, the “Act”) and this Construction Phase Borrower Loan Agreement, the Governmental Lender is agreeing to make a mortgage loan to the Borrower in the maximum aggregate principal amount of $32,500,000 (the “Construction Phase Borrower Loan”) to provide for the construction period financing of a multifamily rental housing development to be located at 175 S. Shore Drive and 280 S. Shore Drive, in the City of Miami Beach, Miami-Dade County, Florida known as Vista Breeze (the “Project”). Pursuant to the Act and the Amended and Restated Borrower Loan Agreement that will be entered into upon Conversion (the “Permanent Phase Borrower Loan Agreement”), the Governmental Lender is agreeing to make a mortgage loan to the Borrower (the “Permanent Phase Borrower Loan”) to provide for the permanent period financing of the Project. This Construction Phase Borrower Loan Agreement shall be effective during the Construction Phase Borrower Loan and the Permanent Phase Borrower Loan Agreement will be effective during the Permanent Phase Borrower Loan. B. The Governmental Lender is making the Construction Phase Borrower Loan to the Borrower with the proceeds received from the loan in the maximum aggregate principal amount of $32,500,000 (the “Funding Loan”) made to the Governmental Lender pursuant to the Funding Loan Agreement, dated as of December 1, 2023 (the “Funding Loan Agreement”), by and among Bank of America, N.A., in its capacity as Initial Funding Lender (the “Initial Funding Lender”), the Governmental Lender and the Fiscal Agent. The Funding Loan is evidenced by the Governmental Lender’s Multifamily Housing Revenue Note, Series 2023 (Vista Breeze) dated December 15, 2023 (together with all riders and addenda thereto, the “Governmental Lender Note”) delivered by the Governmental Lender to the Initial Funding Lender. C. The Initial Funding Lender, pursuant to the terms and subject to the conditions of the Funding Loan Agreement, the Construction Disbursement Agreement, has agreed to originate and fund the Funding Loan to the Governmental Lender on a draw-down basis, which proceeds of the Funding Loan will be used by the Governmental Lender to fund the Construction Phase Borrower Loan to the Borrower in corresponding installments pursuant to this Construction Phase Borrower Loan Agreement. The Initial Funding Lender will administer the Funding Loan and Construction Phase Borrower Loan during the Construction Phase in accordance with the Financing Documents. D. The Borrower has agreed to use the proceeds of the Construction Phase Borrower Loan to finance the acquisition, construction and equipping of the Project and to pay certain closing costs with respect to the Loans. 2 4853-9500-5827.6 E. The Borrower’s repayment obligations in respect of the Construction Phase Borrower Loan will be evidenced by a Promissory Note dated December 15, 2023 (together with all riders and modifications thereto, the “Construction Phase Borrower Note”) delivered to the Governmental Lender, which Construction Phase Borrower Note will be endorsed by the Governmental Lender to the Fiscal Agent as security for the Funding Loan. F. To secure the Borrower’s obligations under the Construction Phase Borrower Note, the Borrower will execute and deliver to the Governmental Lender a Leasehold Mortgage, Assignment of Rents, Security Agreement and Fixture Filing dated as of December 1, 2023 (the “Security Instrument”) with respect to the Project, which Security Instrument will be assigned by the Governmental Lender to the Fiscal Agent as security for the Funding Loan. G. The Permanent Phase Funding Lender has committed, subject to the satisfaction of the Conditions to Conversion set forth in the Forward Purchase Agreement, on or before the Forward Commitment Maturity Date, to facilitate the financing of the Project in the Permanent Phase by purchasing the Funding Loan from the Initial Funding Lender on the Conversion Date. On the Conversion Date, the Permanent Phase Borrower Loan Agreement, the Amended and Restated Funding Loan Agreement and the Permanent Phase Borrower Note substantially in the forms attached to the Forward Purchase Agreement (the “Permanent Phase Borrower Loan Agreement,” “Amended and Restated Funding Loan Agreement,” and “Permanent Phase Borrower Note,” respectively) will be executed and delivered by the Borrower, and the Amended and Restated Funding Loan Agreement, the Permanent Phase Borrower Loan Agreement and the Permanent Phase Borrower Note will secure the Funding Loan in substitution for the Funding Loan Agreement, the Construction Phase Borrower Loan Agreement and Construction Phase Borrower Note, respectively, at which time the Construction Phase Borrower Loan Agreement will terminate, the Permanent Phase Borrower Note will be executed and delivered in substitution of the Construction Phase Borrower Note and the Funding Loan Agreement will be amended and restated pursuant to the Amended and Restated Funding Loan Agreement. H. If the Conditions to Conversion are satisfied on or before the Forward Commitment Maturity Date as provided for in the Forward Purchase Agreement, and the Construction Disbursement Agreement, the Borrower Loan will convert from the Construction Phase Borrower Loan to the Permanent Phase Borrower Loan on the Conversion Date and, on such Conversion Date, the Initial Funding Lender shall deliver, and the Permanent Phase Funding Lender shall purchase, the Funding Loan, as evidenced by the Governmental Lender Note. If the Conditions to Conversion are not satisfied on or before the Forward Commitment Maturity Date, the Borrower Loan will not convert from the Construction Phase Borrower Loan to the Permanent Phase Borrower Loan, and the Permanent Phase Funding Lender shall not have any obligation with respect to the purchase of the Funding Loan and the Initial Funding Lender will remain the owner of the Funding Loan and the holder of the Governmental Lender Note. I. As a Condition to Conversion, the Funding Loan Agreement, Construction Phase Borrower Note and the Security Instrument are required to be amended and restated and the Borrower is required to enter into the Permanent Phase Borrower Loan Agreement, in each case pursuant to the forms attached to the Forward Purchase Agreement. NOW, THEREFORE, for and in consideration of the mutual covenants and representations hereinafter contained, the parties hereto agree as follows: 3 4853-9500-5827.6 ARTICLE I DEFINITIONS Section 1.01 Definitions. All words and phrases (except for Event of Default) defined in the Funding Loan Agreement and the Construction Disbursement Agreement shall have the same meanings for the purposes of this Construction Phase Borrower Loan Agreement. In addition to the words and phrases defined in the Funding Loan Agreement and elsewhere herein, the following words and phrases shall have the following meanings: “Borrower Loan” means the Construction Phase Borrower Loan. “Borrower Loan Payment” means each payment of the Construction Phase Borrower Loan on each Borrower Loan Payment Date pursuant to the Construction Phase Borrower Note and this Construction Phase Borrower Loan Agreement. “Borrower Loan Payment Date” means (A) the first day of each calendar month, commencing January 1, 2024, or (B) any other date on which the Borrower Loan is prepaid or paid, whether at scheduled maturity or upon prepayment or acceleration of the maturity thereof; provided, however, that if a Borrower Loan Payment Date is not a Business Day, payment shall be made on the first Business Day following such Borrower Loan Payment Date. “Construction Phase Borrower Loan Agreement” means this Construction Phase Borrower Loan Agreement, together with any amendments hereto. “Event of Default” means any of those events specified in and defined by the applicable provisions of Article VII hereof to constitute an event of default. “Fee Component” means the Governmental Lender Conversion Fee and the regular, ongoing fees due from time to time to the Fiscal Agent, the Governmental Lender Servicer and the Rebate Analyst, if any, expressed as a flat, fixed amount or in terms of a percentage of the unpaid principal amount of the Funding Loan on an annual basis. “Permanent Phase Borrower Loan Agreement” means the Amended and Restated Borrower Loan Agreement to be entered into on the Conversion Date, among the Governmental Lender, the Fiscal Agent and the Borrower, together with any amendments thereto. “Taxes” means all taxes, water rents, sewer rents, assessments and other governmental or municipal or public or private dues, fees, charges and levies and any liens (including federal tax liens) which are or may be levied, imposed or assessed upon the Project or any part thereof, or upon any leases pertaining thereto, or upon the rents, issues, income or profits thereof, whether any or all of the aforementioned be levied directly or indirectly or as excise taxes or as income taxes. Section 1.02 Interpretation. Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Words importing the singular number shall include the plural number and vice versa unless the context shall otherwise indicate. Words importing persons include firms, partnerships, limited liability companies, joint ventures, associations and corporations. References to Articles, Sections and other subdivisions of this Construction Phase Borrower Loan Agreement are the Articles, Sections and other subdivisions of this Construction Phase Borrower Loan Agreement as originally executed. 4 4853-9500-5827.6 The terms “herein,” “hereunder,” “hereby,” “hereto,” “hereof” and any similar terms refer to this Construction Phase Borrower Loan Agreement; the term “heretofore” means before the date of execution of this Construction Phase Borrower Loan Agreement; and the term “hereafter” means after the date of execution of this Construction Phase Borrower Loan Agreement. ARTICLE II REPRESENTATIONS, WARRANTIES AND COVENANTS Section 2.01 Representations, Warranties and Covenants of the Governmental Lender. The Governmental Lender makes the following representations, warranties and covenants for the benefit of the Borrower, the Fiscal Agent, the Funding Lender and the Servicer: (a) The Governmental Lender is a public body corporate and politic duly organized, validly existing and in good standing under the laws of the State. (b) The Governmental Lender has all necessary power and authority to incur the indebtedness of the Funding Loan evidenced by the Governmental Lender Note and to make the Borrower Loan from the proceeds thereof, and to execute, and deliver this Construction Phase Borrower Loan Agreement, the Funding Loan Agreement, and the other Financing Documents to which it is a party, and to perform its duties and discharge its obligations hereunder and thereunder. (c) The Governmental Lender has taken all action on its part to incur the Funding Loan evidenced by the Governmental Lender Note and make the Borrower Loan from the proceeds thereof and for the sale, execution and delivery thereof. (d) Each of the Financing Documents to which the Governmental Lender is a party has been duly and validly authorized, executed and delivered by the Governmental Lender and, assuming due authorization, execution and delivery by the other parties thereto, constitutes the legal, valid and binding obligation of the Governmental Lender, enforceable against the Governmental Lender in accordance with its respective terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium or other laws affecting creditors’ rights generally and the application of equitable principles. (e) The Governmental Lender has complied with the provisions of the laws of the State, including, but not limited to, the Act, which are prerequisites to the consummation of the transactions on the part of the Governmental Lender described or contemplated in the Financing Documents. The execution and delivery of the Governmental Lender Note and the Financing Documents to which the Governmental Lender is a party, the consummation of the transactions on the part of the Governmental Lender contemplated thereby and the fulfillment of or compliance with the terms and conditions thereof do not conflict with or result in the breach of any of the terms, conditions or provisions of any agreement or instrument or judgment, order or decree to which the Governmental Lender is now a party or by which it is bound, nor do they constitute a default under any of the foregoing or result in the creation or imposition of any prohibited lien, charge or encumbrance of any nature upon any property or assets of the Governmental Lender under the terms of any instrument or agreement. (f) No authorization, consent, approval, order, registration, declaration or withholding of objection on the part of, or filing of or with any governmental authority, other than those already obtained, is required for the due execution and delivery by the Governmental Lender of, and performance by the Governmental Lender of its obligations under, the Financing Documents. (g) There is no action, suit, proceeding, inquiry or investigation pending or, to the knowledge of the Governmental Lender, threatened against the Governmental Lender by or before any court, 5 4853-9500-5827.6 governmental agency or public board or body, nor, to the Governmental Lender’s knowledge, is there any basis therefor, which (i) affects or questions the existence or the territorial jurisdiction of the Governmental Lender or the title to office of any member of the governing body of the Governmental Lender; (ii) affects or seeks to prohibit, restrain or enjoin the execution and delivery of any Financing Documents or the issuance, sale, execution or delivery of the Governmental Lender Note; (iii) affects or questions the validity or enforceability of the Governmental Lender Note or any Financing Document; (iv) questions the tax-exempt status of the Governmental Lender Note; or (v) questions the power or authority of the Governmental Lender to perform its obligations under the Governmental Lender Note or any Financing Document, or to carry out the transactions contemplated by the Governmental Lender Note and the Financing Documents. (h) No officer or other official of the Governmental Lender has any personal financial interest in the Project or the Borrower or in the transactions contemplated by this Construction Phase Borrower Loan Agreement. (i) Upon the discovery by the Governmental Lender of any noncompliance by the Borrower with this Construction Phase Borrower Loan Agreement, the Tax Certificate or the Tax Regulatory Agreement, the Governmental Lender will promptly notify the Fiscal Agent, the Servicer and the Funding Lender Representative of such noncompliance and will, subject to the provisions of Article VII hereof, promptly institute action, or cause the Fiscal Agent to institute action, to correct such noncompliance, will diligently pursue such action and will attempt to correct such noncompliance within sixty (60) days after such discovery, subject to the provisions of the Funding Loan Agreement, this Construction Phase Borrower Loan Agreement, the Tax Certificate and the Tax Regulatory Agreement. It is expressly acknowledged that the Governmental Lender makes no representation as to the financial position or business condition of the Borrower and does not represent or warrant as to any of the statements, materials (financial or otherwise), representations or certifications furnished or to be made and furnished by the Borrower in connection with the issuance, sale, execution and delivery of the Governmental Lender Note, or as to the correctness, completeness or accuracy of such statements. Section 2.02 Representations, Warranties and Covenants of the Borrower. The Borrower makes the following representations, warranties and covenants, all of which, together with the other representations and agreements of the Borrower contained in this Construction Phase Borrower Loan Agreement, are relied upon by the Governmental Lender, the Funding Lender, the Servicer, the Governmental Lender Servicer, and the Fiscal Agent and serve as a basis for the undertakings of the Governmental Lender, the Servicer, the Governmental Lender Servicer, and the Fiscal Agent contained in this Construction Phase Borrower Loan Agreement: (a) The Borrower is a limited partnership duly organized and validly existing and in good standing under the laws of the state in which it has been organized and is duly qualified to conduct its business under the laws of the State and in every other state in which the nature of its business requires such qualification, has full legal right, power and authority to enter into this Construction Phase Borrower Loan Agreement and the other Financing Documents, and to carry out and consummate all transactions contemplated hereby and by the other Financing Documents, and by proper action has duly authorized the execution, delivery and performance of this Construction Phase Borrower Loan Agreement and the other Financing Documents. All corporate partners, if any, of the Borrower are duly organized and in good standing under the laws of their respective states of organization and are duly qualified to transact business in the State as either domestic or foreign corporations, as applicable. All partnership partners, if any, are duly formed and in good standing under the laws of their respective states of formation and, to the extent required by the laws of the State, are duly qualified to transact business in the State as either domestic or foreign partnerships or limited liability companies, as applicable. 6 4853-9500-5827.6 (b) The Borrower has the legal right, power and authority to (i) own its properties and assets, including, but not limited to, the Project, (ii) to carry on its business as now bei ng conducted and the Borrower contemplates it to be conducted with respect to the Project and (iii) execute and deliver, carry out its obligations under, and close the transactions provided for in, the Financing Documents to which it is a party. (c) Each of the Financing Documents to which the Borrower is a party has been duly authorized, executed and delivered by the Borrower and, assuming due authorization, execution and delivery by the other parties thereto, constitutes the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and general principles of equity. (d) No authorization, consent, approval, order, registration, declaration or withholding of objection on the part of, or filing of or with any governmental authority, other than those already obtained or those necessary to be obtained during the course of cons truction of the Project, is required for the due execution and delivery or approval, as the case may be, by the Borrower of, and the performance by the Borrower of its obligations under, the Financing Documents. (e) None of the execution and delivery of the Financing Documents to which the Borrower is a party, the consummation of the transactions provided for in the Financing Documents, or the Borrower’s fulfillment of or compliance with the terms and conditions of the Financing Documents (i) violates or will violate any law, rule or regulation of any governmental agency or body having jurisdiction over the Borrower, or any of its activities or properties, or any judgment, order, writ, injunction or decree to which the Borrower is subject, or any of the organizational or other governing documents of the Borrower, (ii) conflicts or will conflict with any agreement, instrument or license to which the Borrower is now a party or by which it or any of its properties or assets is bound or results or will result in a breach of, or constitutes or will constitute a default (with due notice or the passage of time or both) under, any such agreement, instrument or license, (iii) contravenes or will contravene any law, rule or regulation or any judgment, order, writ, injunction or decree to which the Borrower is subject, or (iv) result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the Borrower, except for any lien, charge or encumbrance permitte d under the terms of the Financing Documents. (f) There is no action, suit, proceeding, inquiry or investigation pending or, to the Borrower’s knowledge, threatened against or affecting the Borrower or any of its properties (including, without limitation, the Project), which, if adversely determined, would (i) impair the right of the Borrower to carry on its business substantially as now conducted and as contemplated by the Financing Documents, (ii) materially and adversely affect the financial condition of the Borrower, (iii) prohibit, restrain or enjoin the making of the Funding Loan or the Borrower Loan or the execution and delivery of any of the Financing Documents, (iv) adversely affect the validity or enforceability of any of the Financing Documents, or (v) adversely affect the exclusion from gross income for federal income tax purposes of interest on the Governmental Lender Note. (g) The Project and the operation of the Project (in the manner contemplated by the Financing Documents) conform and, following completion of the construction of the Project, will continue to conform in all material respects with the requirements of the Act as well as all applicable zoning, planning, building and environmental laws, ordinances and regulations of governmental authorities having jurisdiction over the Project. 7 4853-9500-5827.6 (h) The Borrower has filed or caused to be filed all federal, state and local tax returns which are required to be filed or has obtained appropriate extensions therefor, and has paid or caused to be paid all taxes as shown on said returns or on any assessment received by it, to the extent that such taxes have become due. (i) The Borrower is not in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to which it is a party which default would materially adversely affect the transactions contemplated by the Financing Documents or the operations of the Borrower or the enforceability of the Financing Documents to which the Borrower is a party or the ability of the Borrower to perform all obligations thereunder. (j) The Borrower agrees to pay all costs of maintenance and repair, all Taxes and assessments, insurance premiums (including public liability insurance and insurance against damage to or destruction of the Project) concerning or in any way related to the Project, or any part thereof, and any expenses or renewals thereof, and any other governmental charges and impositions whatsoever, foreseen or unforeseen, and all utility and other charges and assessments concerning or in any way related to the Project. (k) If the Borrower is a partnership, all of the partnership interests in the Borrower are validly issued and are fully registered, if required, with the applicable governmental authorities and/or agencies, and there are no outstanding options or rights to purchase or acquire those interests; except as may be provided in one or more partnership interest purchase agreements, purchase option and/or right of first refusal in favor of the Housing Authority of the City of Miami Beach, Florida or any affiliate thereof. If the Borrower is a limited partnership, all of the ownership interests in the Borrower are validly issued and are fully registered, if required, with the applicable governmental authorities and/or agencies, and there are no outstanding options or rights to purchase or acquire those interests. Nothing in this Construction Phase Borrower Loan Agreement shall prevent the Borrower from issuing additional partnership interests or ownership interests if such units are issued in accordance with all applicable securities laws. (l) The representations and warranties of the Borrower contained in the Tax Certificate and Tax Regulatory Agreement are true and accurate in all material respects. (m) The information, statements or reports furnished in writing to the Governmental Lender, the Servicer and the Funding Lender Representative by the Borrower in connection with this Construction Phase Borrower Loan Agreement or the consummation of the transactions contemplated hereby do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; and the representations and warranties of the Borrower and the statements, information and descriptions contained in the Borrower’s closing certificates, as of the Delivery Date, are true and correct in all material respects, do not contain any untrue statement of a material fact, and do not omit to state a material fact necessary to make the representations, warranties, statements, information and descriptions contained therein, in the light of the circumstances under which they were made, not misleading; and any estimates or assumptions contained in any certificate of the Borrower delivered as of the Delivery Date are reasonable. (n) To the knowledge of the Borrower, no commissioner, member, officer or employee of the Governmental Lender has been or is in any manner interested, directly or indirectly, in that person’s own name or in the name of any other person, in the Financing Documents, the Borrower or the Project, in any contract for property or materials to be furnished or used in connection with the Project, or in any aspect of the transactions contemplated by the Financing Documents. 8 4853-9500-5827.6 (o) The Borrower intends to hold the Project for its own account and has no current plans to sell, and has not entered into any agreement, to sell all or any portion of the Project except as may be provided in one or more partnership interest purchase agreements, purchase option and/or right of first refusal in favor of the Housing Authority of the City of Miami Beach, Florida or any affiliate thereof. (p) The Project is located wholly within the boundaries of the City of Miami Beach, Miami- Dade County, Florida. (q) The Borrower shall make no changes to the Project or to the operation thereof which would affect the qualification of the Project under the Act or impair the exclusion from gross income for federal income tax purposes of the interest on the Governmental Lender Note. The Borrower shall operate the Project as required by the Tax Regulatory Agreement. (r) The Funding Loan Agreement has been submitted to the Borrower for examination, and the Borrower, by execution of this Construction Phase Borrower Loan Agreement, acknowledges and agrees that it has participated in the drafting of the Funding Loan Agreement and that it is bound by, shall adhere to the provisions of, covenants and agrees to perform all obligations required of the Borrower pursuant to, and shall have the rights set forth by the applicable terms and conditions of, the Funding Loan Agreement. (s) The Borrower will have a leasehold title in the land and a fee simple title in the improvements on the Project, subject only to liens permitted under the Security Instrument. (t) The Borrower acknowledges that (i) it understands the nature and structure of the transactions relating to the financing of the Project, (ii) it is familiar with the provisions of all of the documents and instruments relating to the financing, (iii) it understands the risks inherent in such transactions, including without limitation the risk of loss of the Project, and (iv) it has not relied on the Governmental Lender, the Fiscal Agent, the Initial Funding Lender, the Permanent Funding Lender, the Funding Lender Representative, the Governmental Lender Servicer, or the Servicer for any guidance or expertise in analyzing the financial or other consequences of the transactions contemplated by the Financing Documents or otherwise relied on the Governmental Lender, the Fiscal Agent, the Initial Funding Lender, the Permanent Funding Lender, the Funding Lender Representative, the Governmental Lender Servicer or the Servicer in any manner. Section 2.03 Representations and Warranties of the Fiscal Agent. The Fiscal Agent makes the following representations and warranties for the benefit of the Governmental Lender, the Borrower, the Funding Lender, the Governmental Lender Servicer, and the Servicer: (a) The Fiscal Agent is a national banking association, duly organized and existing under the laws of the United States of America. The Fiscal Agent is duly authorized to act as a fiduciary and to execute the trust created by the Funding Loan Agreement, and meets the qualifications to act as Fiscal Agent under the Funding Loan Agreement. (b) The Fiscal Agent has complied with the provisions of law which are prerequisite to the consummation of, and has all necessary power (including trust powers) and authority (i) to execute and deliver this Construction Phase Borrower Loan Agreement and the other Financing Documents to which it is a party, (ii) to perform its obligations under this Construction Phase Borrower Loan Agreement and the other Financing Documents to which it is a party, and (iii) to consummate the transactions contemplated by this Construction Phase Borrower Loan Agreement and the other Financing Documents to which it is a party. 9 4853-9500-5827.6 (c) The Fiscal Agent has duly authorized (i) the execution and delivery of this Construction Phase Borrower Loan Agreement and the other Financing Documents to which it is a party, (ii) the performance by the Fiscal Agent of its obligations under this Construction Phase Borrower Loan Agreement and the other Financing Documents to which it is a party, and (iii) the actions of the Fiscal Agent contemplated by this Construction Phase Borrower Loan Agreement and the other Financing Documents to which it is a party. (d) Each of the Financing Documents to which the Fiscal Agent is a party has been duly executed and delivered by the Fiscal Agent and, assuming due authorization, execution and delivery by the other parties thereto, constitutes a valid and binding obligation of the Fiscal Agent, enforceable against the Fiscal Agent in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (e) The Fiscal Agent meets the qualifications to act as Fiscal Agent under the Funding Loan Agreement. (f) The Fiscal Agent has complied with the provisions of law which are prerequisites to the consummation of the transactions on the part of the Fiscal Agent described or contemplated in the Financing Documents. (g) No approval, permit, consent, authorization or order of any court, governmental agency or public board or body not already obtained is required to be obtained by the Fiscal Agent as a prerequisite to (i) the execution and delivery of this Construction Phase Borrower Loan Agreement and the other Financing Documents to which the Fiscal Agent is a party, (ii) the authentication or delivery of the Governmental Lender Note, (iii) the performance by the Fiscal Agent of its obligations under this Construction Phase Borrower Loan Agreement and the other Financing Documents to which it is a party, or (iv) the consummation of the transactions contemplated by this Construction Phase Borrower Loan Agreement and the other Financing Documents to which the Fiscal Agent is a party. The Fiscal Agent makes no representation or warranty relating to compliance with any federal or state securities laws. Section 2.04 Arbitrage and Rebate Fund Calculations. The Borrower shall (a) take or cause to be taken all actions necessary or appropriate in order to fully and timely comply with Section 4.12 of the Funding Loan Agreement, and (b) if required to do so under Section 4.12 of the Funding Loan Agreement, select at the Borrower’s expense, a Rebate Analyst reasonably acceptable to the Governmental Lender for the purpose of making any and all calculations required under Section 4.12 of the Funding Loan Agreement. Such calculations, if required, shall be made in the manner and at such times as specified in Section 4.12 of the Funding Loan Agreement. The Borrower shall cause the Rebate Analyst to provide such calculations to the Fiscal Agent and the Governmental Lender at such times and with such directions as are necessary to comply fully with the arbitrage and rebate requirements set forth in the Funding Loan Agreement and to comply fully with Section 148 of the Code, including the timely payment of any arbitrage rebate owed. Section 2.05 Tax Covenants of the Borrower. The Borrower covenants and agrees that: (a) It will at all times comply with the terms of the Tax Certificate and the Tax Regulatory Agreement; (b) It will not take, or permit to be taken on its behalf, any action which would cause the interest payable on the Governmental Lender Note to be included in gross income of the Funding Lender, 10 4853-9500-5827.6 for federal income tax purposes, other than a Funding Lender or Holder of the Governmental Lender Note who is a “substantial user” of the Project or a “related person” (as such terms are defined in Section 147(a) of the Code), and will take such action as may be necessary in the opinion of Bond Counsel to continue such exclusion from gross income, including, without limitation, the preparation and filing of all statements required to be filed by it in order to maintain the exclusion (including, but not limited to, the filing of all reports and certifications required by the Tax Regulatory Agreement); (c) No changes will be made to the Project, no actions will be taken by the Borrower and the Borrower will not omit to take any actions, which will in any way adversely affect the tax -exempt status of the Governmental Lender Note; (d) It will comply with the requirements of Section 148 of the Code and the Regulations issued thereunder throughout the term of the Funding Loan and the Borrower Loan and will not make any use of the proceeds of the Funding Loan or the Borrower Loan, or of any other funds which may be deemed to be proceeds of the Governmental Lender Note under the Code and the related regulations of the United States Treasury, which would cause the Governmental Lender Note to be “arbitrage bonds” within the meaning of Section 148 of the Code; and (e) If the Borrower becomes aware of any situation, event or condition which would, to the best of its knowledge, result in the interest on the Governmental Lender Note becoming includable in gross income of the Funding Lender for purposes of federal income tax purposes, other than a Funding Lender or Holder of the Governmental Lender Note who is a “substantial user” of the Project or a “related person” (as such terms are defined in Section 147(a) of the Code), it will promptly give written notice of such circumstance, event or condition to the Governmental Lender, the Fiscal Agent, the Funding Le nder Representative and the Servicer. (f) The full amount of each disbursement of proceeds of the Borrower Loan will be applied to pay or to reimburse the Borrower for the payment of Costs of the Project and, after taking into account any proposed disbursement, (i) at least 95% of the net proceeds of the Governmental Lender Note (as defined in Section 150 of the Code) will be used to provide a qualified residential rental project (as defined in Section 142(d) of the Code) and (ii) less than 25% of the net proceeds of the Governmental Lender Note will have been disbursed to pay or to reimburse the Borrower for the cost of acquiring land; none of the proceeds of the Governmental Lender Note (as defined for purposes of Section 147(g) of the Code) will be disbursed to provide working capital; (g) The Borrower will cause all of the residential units in the Project to be rented or available for rental on a basis which satisfies the requirements of the Act, the Code and the Tax Regulatory Agreement; (h) All leases will comply with all applicable laws and the Tax Regulatory Agreement; (i) In connection with any lease or grant by the Borrower of the use of the Project, other than any residential unit lease, the Borrower will require that the lessee or user of any portion of the Project not use that portion of the Project in any manner which would violate the covenants set forth in this Construction Phase Borrower Loan Agreement or the Tax Regulatory Agreement; (j) No proceeds of the Funding Loan shall be used for the acquisition of any tangible property or an interest therein, other than land or an interest in land, unless the first use of such property is pursuant to such acquisition; provided, however, that this limitation shall not apply with respect to any building (and the equipment therefor) if rehabilitation expenditures (as defined in Section 147(d) of the Code) with respect to such building equal or exceed 15 percent of the portion of the cost of acquiring such 11 4853-9500-5827.6 building (and equipment) financed with the proceeds; and provided, further, that this limitation shall not apply with respect to any structure other than a building if rehabilitation expenditures with respect to such structure equal or exceed 100 percent of the portion of the cost of acquiring such structure financed with the proceeds; (k) From the proceeds of the Funding Loan and investment earnings thereon, an amount not in excess of two percent (2%) of the proceeds of the Funding Loan, will be used for Costs of Issuance of the Governmental Lender Note, all within the meaning of Section 147(g)(1) of the Code; and (l) No proceeds of the Funding Loan shall be used directly or indirectly to provide any airplane, skybox or other private luxury box, health club facility, facility used for gambling or store the principal business of which is the sale of alcoholic beverages for consumption off premises. In the event of a conflict between the terms and requirements of this Section 2.05 and the Tax Certificate, the terms and requirements of the Tax Certificate shall control. ARTICLE III THE BORROWER LOAN Section 3.01 Conditions to Funding the Borrower Loan. On the Delivery Date and thereafter, the Governmental Lender shall cause the proceeds of the Funding Loan to be deposited with the Fiscal Agent in accordance with Sections 2.01 and 2.10 of the Funding Loan Agreeme nt and Section 3.03 hereof. The Fiscal Agent shall use such proceeds as provided in Article II of the Funding Loan Agreement to make the Borrower Loan, provided that no initial disbursements of proceeds shall be made until the following conditions have been met: (a) The Borrower shall have executed and delivered to the Governmental Lender the Construction Phase Borrower Note and the Governmental Lender shall have endorsed the Construction Phase Borrower Note to the Fiscal Agent; (b) The Security Instrument and the Assignment, with only such changes therein as shall be approved in writing by Funding Lender Representative, shall have been executed and delivered by the Borrower and the Governmental Lender, respectively, and delivered to the title company for recording in the appropriate office for officially recording real estate documents in the jurisdiction in which the Project is located (the “Recorder’s Office”); (c) The Tax Regulatory Agreement shall have been executed and delivered by the parties thereto and shall have been delivered to the title company for recording in the Recorder’s Office, and the Fiscal Agent shall have received evidence satisfactory to it of such delivery; (d) All other Financing Documents not listed above shall have been executed and delivered by all parties thereto and delivered to the Fiscal Agent; and (e) The Borrower shall have delivered to the Fiscal Agent, the Governmental Lender, and the Funding Lender Representative an opinion of its counsel or other counsel satisfactory to the Fiscal Agent, the Governmental Lender, Bond Counsel, the Funding Lender Representative and the Permanent Phase Funding Lender. Section 3.02 Terms of the Borrower Loan; Servicing. 12 4853-9500-5827.6 (a) Prior to the Conversion Date, the Borrower Loan shall (i) be evidenced by the Construction Phase Borrower Note; (ii) be secured by the Security Instrument; (iii) be in the maximum aggregate principal amount of $32,500,000; (iv) bear interest as provided in the Construction Phase Borrower Note; (v) provide for principal and interest payments in accordance with the Construction Phase Borrower Note; and (vi) be subject to optional and mandatory prepayment at the times, in the manner and on the terms, and have such other terms and provisions, as provided herein and in the Construction Phase Borrower Note. The outstanding principal balance of the Construction Phase Borrower Loan at any time shall be an amount equal to the proceeds of the Funding Loan advanced by the Funding Lender and deposited by the Fiscal Agent into the Project Loan Fund under the Funding Loan Agreement minus any amounts prepaid with respect to principal in accordance with the terms hereof and the Construction Phase Borrower Note. (b) The Funding Lender Representative may appoint a Servicer to service the Loans for all or a portion of the term of the Loans. The initial Servicer of the Loans is Bank of America, N.A., which shall service the Loans as required by the Initial Funding Lender. The Funding Lender Representative may remove a Servicer or appoint a replacement Servicer, in its discretion, by w ritten notice provided to the Governmental Lender, the Fiscal Agent and the Borrower. Any successor Servicer shall signify its acceptance of the duties and obligations imposed upon it by the Funding Loan Agreement and this Construction Phase Borrower Loan Agreement by executing such instrument(s) as shall be acceptable to the Funding Lender Representative, a copy of which shall be provided to the parties hereto. (c) During any period that the Servicer services the Loans, prior to Conversion, the Borrower shall make all payments in connection with the Construction Phase Borrower Loan to the Fiscal Agent, except that amounts described in (ii) and (iii) shall be made directly to the Servicer by the Borrower prior to Conversion. From amounts received by the Fiscal Agent, the Fiscal Agent will (i) retain the allocable portion of the Ordinary Fiscal Agent’s Fees and Expenses (if any) for its own account, (ii) remit to the Funding Lender all payments of principal of, Prepayment Premium, if any, and interest due with respect to the Funding Loan, together, with any other amounts due to the Funding Lender if such amount is received by the Fiscal Agent, (iii) remit to the Servicer the allocable portion of the monthly Servicing Fee, if any, if such amount is received by the Fiscal Agent, and (iv) calculate and remit to the Governmental Lender the Governmental Lender Conversion Fee, together with any other amounts due to the Governmental Lender. (d) The Governmental Lender, the Fiscal Agent and the Borrower hereby acknowledge and agree that (i) the Funding Lender Representative has appointed the Servicer to service and administer the Borrower Loan, (ii) the selection or removal of any Servicer is in the sole and absolute discretion of the Funding Lender Representative; and (iii) none of the Governmental Lender, the Fiscal Agent or the Borrower shall terminate or attempt to terminate any Servicer as the servicer for the Borrower Loan or appoint or attempt to appoint a substitute servicer for the Borrower Loan. The Governmental Lender, the Fiscal Agent and the Borrower further hereby acknowledge and agree with respect to the Servicer during the Permanent Phase that: (i) the Guide is subject to amendment without the consent of the Fiscal Agent, the Governmental Lender or the Borrower; and (ii) none of the Fiscal Agent, the Governmental Lender or the Borrower shall have any rights under, or be a third party beneficiary of, the Guide. Section 3.03 Deposits. On the Delivery Date and each date of an advance of the proceeds of the Funding Loan, such proceeds shall be deposited into the Project Account of the Project Loan Fund. On the Delivery Date, the Borrower will deposit with the Fiscal Agent the sum of $4,943,966.00 for credit to the Borrower Equity Account of the Project Loan Fund, $217,995.00 for credit to the Cost of Issuance Fund and $203,125.00 for credit to the Governmental Lender Conversion Fee Account of the Administration Fund. Subject to the conditions listed in Section 3.01 hereof, amounts on deposit in the 13 4853-9500-5827.6 Project Loan Fund are to be disbursed to the Borrower or otherwise as provided in Section 2.10(d) of the Funding Loan Agreement. To the extent that amounts in the Cost of Issuance Fund from the above-mentioned sources are insufficient to pay all costs of closing the Loans, the Borrower shall cause the payment of such additional costs of closing the Loans to be made on its behalf as such amounts become due. Section 3.04 Pledge and Assignment to Fiscal Agent. The parties hereto acknowledge, and the Borrower consents to, the pledge and assignment by the Governmental Lender to the Fiscal Agent pursuant to the Funding Loan Agreement of all of the Governmental Lender’s right, title and interest in this Construction Phase Borrower Loan Agreement (excluding the Unassigned Rights), the Construction Phase Borrower Loan, the Construction Phase Borrower Note, the Security Instrument, the other Borrower Loan Documents and the Revenues as security for the payment of the principal of, premium, if any, and interest on the Governmental Lender Note and the payment of any other amounts due under the Financing Documents. Section 3.05 Investment of Funds. Except as otherwise provided in the Funding Loan Agreement, any money held as a part of any fund or account established under the Funding Loan Agreement shall be invested or reinvested by the Fiscal Agent, as directed in writing by the Borrower, in Qualified Investments in accordance with Section 4.08 of the Funding Loan Agreement. Section 3.06 Damage; Destruction and Eminent Domain. If, prior to payment in full of the Borrower Loan, the Project or any portion thereof is destroyed or damaged in whole or in part by fire or other casualty, or title to, or the temporary use of, the Project or any portion thereof shall have been taken by the exercise of the power of eminent domain, and the Governmental Lender, the Borrower, the Fiscal Agent or the Servicer receives Net Proceeds from insurance or any condemnation award in connection therewith, such Net Proceeds shall be utilized as provided in the Borrower Loan Documents and the Funding Loan Agreement. Section 3.07 Enforcement of Financing Documents. The Fiscal Agent or the Funding Lender Representative may enforce and take all reasonable steps, actions and the proceedings necessary for the enforcement of all terms, covenants and conditions of the Funding Loan Agreement and the other Financing Documents as and to the extent set forth herein and therein. ARTICLE IV LOAN PAYMENTS Section 4.01 Payments Under the Construction Phase Borrower Note; Independent Obligation of Borrower. (a) Payment Obligations. The Borrower agrees to repay the Borrower Loan on each Borrower Loan Payment Date as provided in the Construction Phase Borrower Note, and in all instances at the times and in the amounts necessary to enable the Fiscal Agent, on behalf of the Governmental Lender, or the Servicer, to pay all amounts payable with respect to the Funding Loan, when due, whether at maturity or upon prepayment (with premium, if applicable), acceleration or otherwise. To ensure such timely payment during the Construction Phase, the Servicer shall collect from the Borrower, and the Borrower shall provide to the Servicer the foregoing payments not less than two (2) Business Days prior to each respective Borrower Loan Payment Date. The obligation of the Borrower to make the payments set forth in this Article IV shall be an independent obligation of the Borrower, separate from its obligation to make payments under the 14 4853-9500-5827.6 Construction Phase Borrower Note, provided that in all events payments made by the Borrower under and pursuant to the Construction Phase Borrower Note shall be credited against the Borrower’s obligations hereunder on a dollar for dollar basis. If for any reason the Construction Phase Borrower Note or any provision of the Construction Phase Borrower Note shall be held invalid or unenforceable against the Borrower by any court of competent jurisdiction, the Construction Phase Borrower Note or such provision of the Construction Phase Borrower Note shall be deemed to be the obligation of the Borrower pursuant to this Construction Phase Borrower Loan Agreement to the full extent permitted by law and such holding shall not invalidate or render unenforceable any of the provisions of this Article IV and shall not serve to discharge any of the Borrower’s payment obligations hereunder or eliminate the credit against such obligations to the extent of payments made under the Construction Phase Borrower Note. (b) Obligations Unconditional; No Set-Off. The obligation of the Borrower to repay the Borrower Loan, to perform all of its obligations under the Borrower Loan Documents, to provide indemnification pursuant to Section 6.01 hereof, to pay costs, expenses and charges pursuant to Section 4.02 hereof and to make any and all other payments required by this Construction Phase Borrower Loan Agreement, the Funding Loan Agreement or any other documents contemplated by this Construction Phase Borrower Loan Agreement or by the Borrower Loan Documents shall, subject to the limitations set forth in Section 4.06 hereof, be absolute and unconditional, and shall be paid or performed without notice or demand, and without abatement, deduction, set-off, counterclaim, recoupment or defense or any right of termination or cancellation arising from any circumstance whatsoever, whether now existing or hereafter arising, and irrespective of whether the Borrower’s title to the Project or to any part thereof is defective or nonexistent, and notwithstanding any damage due to loss, theft or destruction of the Project or any part thereof, any failure of consideration or frustration of commercial purpose, the taking by eminent domain of title to or of the right of temporary use of all or any part of the Project, legal curtailment of the Borrower’s use thereof, the eviction or constructive eviction of the Borrower, any change in the tax or other laws of the United States of America, the State or any political subdivision thereof, any change in the Governmental Lender’s legal organization or status, or any default of the Governmental Lender or the Fiscal Agent hereunder or under any other Financing Document, and regardless of the invalidity of any action of the Governmental Lender or the invalidity of any portion of this Construction Phase Borrower Loan Agreement. (c) Payments from Borrower to Fiscal Agent or Servicer. Each payment by the Borrower hereunder or under the Construction Phase Borrower Note shall be made in immediately available funds to the Fiscal Agent or the Servicer, as applicable, on each Borrower Loan Payment Date or such other date when such payment is due; provided, however, such Borrower Loan Payment shall be made directly to the Fiscal Agent if there is no Servicer or if the Borrower is so directed in writing by the Funding Lender Representative. Each such payment shall be made to the Fiscal Agent or the Servicer, as applicable, by deposit to such account as the Fiscal Agent or the Servicer may designate by written notice to the Borrower. Whenever any Borrower Loan Payment or any other payment under this Construction Phase Borrower Loan Agreement or under the Construction Phase Borrower Note shall be stated to be due on a day that is not a Business Day, such payment shall be made on the first Business Day immediately thereafter. Section 4.02 Additional Payments Under the Construction Phase Borrower Note and this Construction Phase Borrower Loan Agreement. (a) In addition to the payments set forth in Section 4.01 hereof, payments to be made by the Borrower under the Construction Phase Borrower Note include certain money to be paid in respect of, among others, the Fee Component, the Servicing Fee, and amounts required to be deposited pursuant to the Construction Disbursement Agreement and the other Borrower Loan Documents, as set forth in subsection (b) of this Section 4.02. To the extent that any portion of the Fee Component, the Servicing 15 4853-9500-5827.6 Fee, and amounts required to be deposited pursuant to the Construction Disbursement Agreement and the other Borrower Loan Documents remain due and owing at any time, such amounts remaining due and owing shall be payable from money on deposit in the Administration Fund as provided in Section 4.06 of the Funding Loan Agreement or from other money of the Borrower, to the extent that money in the Administration Fund is insufficient for such purposes. All other fees and expenses shall be payable from money of the Borrower as provided in subsection (b) of this Section 4.02. (b) In addition to the funding of the initial deposits required of the Borrower described in Section 3.03, the Borrower shall pay (or cause to be paid by the Servicer or the Fiscal Agent (to the extent paid from money on deposit in the Administration Fund or the Cost of Issuance Fund, as applicable)), in consideration of the funding of the Borrower Loan, the following fees, expenses and other money payable in connection with the Loans: (i) On the Delivery Date, from money on deposit in the Cost of Issuance Fund or, to the extent such money is insufficient for such purpose, from other money of the Borrower, to the Initial Funding Lender, its origination fees, together with all third-party and out-of-pocket expenses of the Initial Funding Lender (including but not limited to the fees and expenses of counsel to the Initial Funding Lender) in connection with the Loans. (ii) On the Delivery Date, from money on deposit in the Cost of Issuance Fund or, to the extent such money is insufficient for such purpose, from other money of the Borrower, to the Fiscal Agent, an acceptance fee in an amount equal to $4,250, together with all third-party and out-of-pocket expenses of the Fiscal Agent (including but not limited to the fees and expenses of counsel to the Fiscal Agent) in connection with the Loans and the issuance of the Governmental Lender Note. (iii) To the Fiscal Agent, the Ordinary Fiscal Agent’s Fees and Expenses and the Extraordinary Fiscal Agent’s Fees and Expenses when due from time to time. (iv) To the Governmental Lender Servicer, the Governmental Lender Servicer Fee when due and any extraordinary expenses not covered by the Governmental Lender Servicer Fee the Governmental Lender Servicer may incur in connection with the Financing Documents or the Project from time to time. (v) To the Governmental Lender, the Governmental Lender Conversion Fee when due. (vi) To the Rebate Analyst, the reasonable fees and expenses of such Rebate Analyst in connection with the computations relating to arbitrage rebate required under the Funding Loan Agreement and this Construction Phase Borrower Loan Agreement when due from time to time. (vii) To the Funding Lender Representative, any amount due and owing the Funding Lender Representative from time to time but unpaid under the Construction Disbursement Agreement. (viii) To the Servicer, the amounts required to be deposited in respect of reserves and impounds required under the Construction Disbursement Agreement and the other Borrower Loan Documents. (ix) If the Fiscal Agent is collecting and remitting loan payments under the Funding Loan Agreement, to the Fiscal Agent, within two (2) Business Days of receipt from the Fiscal 16 4853-9500-5827.6 Agent of a notice of deficiency in the Administration Fund as provided in Section 4.06 of the Funding Loan Agreement, the amount of any such deficiency in the Administration Fund. Section 4.03 Payments to Rebate Fund. The Borrower shall pay when due to the Fiscal Agent at the Principal Office of the Fiscal Agent any amount required to be deposited in the Rebate Fund in accordance with Section 4.12 of the Funding Loan Agreement. Section 4.04 Prepayment. (a) Optional Prepayment of the Borrower Loan. Prior to Conversion, the Borrower shall have the option to prepay the Borrower Loan in whole, or in part, together with all accrued and unpaid interest thereon, as provided in the Construction Phase Borrower Note. (b) Mandatory Prepayment of the Borrower Loan. The Borrower shall be required to prepay all or a portion of the outstanding principal balance of the Borrower Loan, together with accrued interest thereon, as provided in the Construction Phase Borrower Note. Additionally, the Borrower shall be required to prepay all or a portion of the outstanding principal balance of the Borrower Loan, together with accrued interest thereon, in whole, on or after the Forward Commitment Maturity Date, at the written direction of the Initial Funding Lender, if Conversion does not occur. Section 4.05 Borrower’s Obligations Upon Prepayment. In the event of any prepayment, the Borrower will timely pay, or cause to be paid through the Servicer, an amount equal to the principal amount of the Funding Loan or portion thereof called for prepayment, together with interest accrued to the prepayment date and premium, if any. In addition, the Borrower will timely pay all fees, costs and expenses associated with any prepayment of the Funding Loan. Section 4.06 Limits on Personal Liability. (a) Except as otherwise set forth in the Construction Phase Borrower Note and subsection 4.06(b) below, the obligations of the Borrower under this Construction Phase Borrower Loan Agreement and the other Financing Documents are non-recourse liabilities of the Borrower which shall be enforced only against the Project and other property of the Borrower encumbered by the Financing Documents and not personally against the Borrower or any partner of the Borrower or any successor or assign of the Borrower. However, nothing in this Section 4.06 shall limit the right of the Governmental Lender, the Fiscal Agent, the Governmental Lender Servicer, the Servicer or the Funding Lender Representative to proceed against the Borrower to recover any fees owing to any of them or any actual out -of-pocket expenses (including but not limited to actual out-of-pocket attorneys’ fees incurred by any of them) incurred by any of them in connection with the enforcement of any rights under this Construction Phase Borrower Loan Agreement or the other Financing Documents. Nothing in this Section 4.06 shall limit any right that the Servicer or the Funding Lender Representative may have to enforce the Construction Phase Borrower Note, the Security Instrument, or any other Financing Document in accordance with their terms. (b) Notwithstanding anything contained in any other provision of this Construction Phase Borrower Loan Agreement to the contrary (but subject to the provisions of Section 7.06 hereof), the following obligations of the Borrower shall be and remai n the joint and several full recourse obligations of the Borrower and the Borrower’s general partner: (i) the Borrower’s obligations to the Governmental Lender, the Governmental Lender Servicer, and the Fiscal Agent under subsections (b)(ii), (b)(iv), (b)(v), and (b)(vi) of Section 4.02 hereof; (ii) the Borrower’s obligations under Sections 2.05 and 6.01 of this Construction Phase Borrower Loan Agreement; (iii) the Borrower’s obligation to pay any and all rebate amounts that may be or become owing with respect to the Funding Loan and fees and expenses of the 17 4853-9500-5827.6 Rebate Analyst as provided in Sections 2.04 and 4.03 of this Construction Phase Borrower Loan Agreement and the Tax Certificate; and (iv) the Borrower’s obligation to pay legal fees and expenses under Section 7.04 hereof. ARTICLE V SPECIAL COVENANTS OF BORROWER Section 5.01 Performance of Obligations. The Borrower shall keep and faithfully perform all of its covenants and undertakings contained herein and in the Financing Documents, including, without limitation, its obligations to make all payments set forth herein and therein in the amounts, at the times and in the manner set forth herein and therein. Section 5.02 Compliance With Applicable Laws. All work performed in connection with the Project shall be performed in strict compliance with all applicable federal, state, county and municipal laws, ordinances, rules and regulations now in force or that may be enacted hereafter. Section 5.03 Funding Loan Agreement Provisions. The execution of this Construction Phase Borrower Loan Agreement shall constitute conclusive evidence of approval of the Funding Loan Agreement by the Borrower. Whenever the Funding Loan Agreement by its terms imposes a duty or obligation upon the Borrower, such duty or obligation shall be binding upon the Borrower to the same extent as if the Borrower were an express party to the Funding Loan Agreement, and the Borrower shall carry out and perform all of its obligations under the Funding Loan Agreement as fully as if the Borrower were a party to the Funding Loan Agreement. Section 5.04 Reserved. Section 5.05 Borrower to Maintain Its Existence; Certification of No Default. (a) The Borrower agrees to maintain its existence and maintain its current legal status with authority to own and operate the Project. (b) In addition to performing all other similar requirements under the Financing Documents to which the Borrower is a party, the Borrower shall, within 30 days after the end of each calendar year, render to the Fiscal Agent, the Funding Lender and the Governmental Lender a certificate executed by an Authorized Officer of the Borrower to the effect that the Borrower is not, as of the date of such certificate, in default of any of its covenants, agreements, representations or warranties under any of the Financing Documents to which the Borrower is a party and that, to the best of the Borrower’s knowledge, after reasonable investigation, there has occurred no default or Event of Default (as such terms are defined in each respective Financing Document) under any of the Financing Documents. Section 5.06 Borrower to Remain Qualified in State and Appoint Agent. The Borrower will remain duly qualified to transact business in the State and will maintain an agent in the State on whom service of process may be made in connection with any actions against the Borrower. Section 5.07 Sale or Other Transfer of Project. The Borrower may convey and transfer the Project only upon strict compliance with the provisions of the Financing Documents, and upon receipt of the prior written consent of the Governmental Lender and the Funding Lender Representative. Section 5.08 Right to Perform Borrower’s Obligations. In the event the Borrower fails to perform any of its obligations under this Construction Phase Borrower Loan Agreement, the Governmental Lender, the Fiscal Agent, the Servicer and/or the Funding Lender Representative, after 18 4853-9500-5827.6 giving requisite notice, if any, and subject to Section 5.05 of the Funding Loan Agreement, may, but shall be under no obligation to, perform such obligation and pay all costs related thereto, and all such costs so advanced shall become an additional obligation of the Borrower hereunder, payable on demand and if not paid on demand with interest thereon at the default rate of interest payable under the Borrower Loan Documents. Section 5.09 Notice of Certain Events. The Borrower shall promptly advise the Governmental Lender, the Fiscal Agent, the Funding Lender Representative and the Servicer in writing of the occurrence of any Event of Default hereunder or any event which, with the passage of time or service of notice or both, would constitute an Event of Default, specifying the nature and period of existence of such event and the actions being taken or proposed to be taken with respect thereto. Section 5.10 Survival of Covenants. The provisions of Sections 2.04, 2.05, 4.02, 4.03, 6.01 and 7.04 hereof shall survive the expiration or earlier termination of this Construction Phase Borrower Loan Agreement and, with regard to the Fiscal Agent, the resignation or removal of the Fiscal Agent. Section 5.11 Access to Project; Records. Upon not less than five (5) days prior written notice and subject to the rights of tenants at the Project, the Governmental Lender, the Fiscal Agent, the Governmental Lender Servicer, the Servicer and the Funding Lender Representative, and the respective duly authorized agents of each, shall have the right (but not any duty or obligation) at all re asonable times and during normal business hours: (a) to enter the Project and any other location containing the records relating to the Borrower, the Project, the Loans and the Borrower’s compliance with the terms and conditions of the Financing Documents; (b) to inspect and audit any and all of the Borrower’s records or accounts pertaining to the Borrower, the Project, the Loans and the Borrower’s compliance with the terms and conditions of the Financing Documents; and (c) to require the Borrower, at the Borrower’s sole expense, (i) to furnish such documents to the Governmental Lender, the Fiscal Agent, the Governmental Lender Servicer, the Servicer and the Funding Lender Representative, as the Governmental Lender, the Fiscal Agent, the Governmental Lender Servicer, the Servicer or the Funding Lender Representative, as the case may be, from time to time, deems reasonably necessary in order to determine that the provisions of the Financing Documents have been complied with and (ii) to make copies of any recor ds that the Governmental Lender, the Fiscal Agent, the Governmental Lender Servicer, the Servicer or the Funding Lender Representative or the respective duly authorized agents of each, may reasonably require. The Borrower shall make available to the Governmental Lender, the Fiscal Agent, the Governmental Lender Servicer, the Servicer and the Funding Lender Representative, such information concerning the Project, the Security Instrument and the Financing Documents as any of them may reasonably request. Section 5.12 Tax Regulatory Agreement. The covenants of the Borrower in the Tax Regulatory Agreement shall be deemed to constitute covenants of the Borrower running with the land and an equitable servitude for the benefit of the Governmental Lender and the Funding Lender and shall be binding upon any owners of the Project until such time as such restrictions expire as provided in the Tax Regulatory Agreement. The Borrower covenants to file or record the Tax Regulatory Agreement and such other documents, and to take such other steps as are necessary in order to assure that the restrictions contained in the Tax Regulatory Agreement will, subject to the terms of the Tax Regulatory Agreement, be binding upon all owners of the Project. The Borrower covenants to include such r estrictions or a reference to such restrictions in any documents transferring any interest in the Project to another to the end that such transferee has notice of, and is bound by, the Tax Regulatory Agreement. Subject to the provisions of Section 7.06 of this Construction Phase Borrower Loan Agreement, the Governmental Lender and the Fiscal Agent shall have the right to seek specific performance of or injunctive relief to enforce the requirements of any covenants of the Borrower contained in the Tax Regulatory Agreement. 19 4853-9500-5827.6 Section 5.13 Damage, Destruction and Condemnation. If prior to full payment of the Funding Loan (or provision for payment of the Funding Loan in accordance with the provisions of the Funding Loan Agreement) the Project or any portion of it is destroyed (in whole or in part) or is damaged by fire or other casualty, or title to, or the temporary use of, the Project or any portion of it shall be taken under the exercise of the power of eminent domain by any governmental body or by any person, firm or corporation acting under governmental authority, or shall be transferred pursuant to an agreement or settlement in lieu of eminent domain proceedings, the Borrower shall nevertheless be obligated to continue to pay the amounts specified in this Construction Phase Borrower Loan Agreement and in the Construction Phase Borrower Note to the extent the Borrower Loan is not prepaid in full in accordance with the terms of the Borrower Loan Documents. Section 5.14 Obligation of the Borrower To Construct the Project. The Borrower shall proceed with reasonable dispatch (and in no event later than required under the Financing Documents) to complete the construction and equipping of the Project as required by the Financing Documents. If amounts on deposit in the Project Loan Fund designated for the Project and available to be disbursed to the Borrower are not sufficient to pay the costs of the acquisition, construction and equipping, the Borrower shall pay such additional costs from its own funds. The Borrower shall not be entitled to any reimbursement from the Governmental Lender, the Fiscal Agent, the Governmental Lender Servicer, the Servicer, the Funding Lender Representative or the Funding Lender in respect of any such additional costs or to any diminution or abatement in the repayment of the Borrower Loan. None of the Fiscal Agent, the Governmental Lender Servicer, the Governmental Lender, the Funding Lender, the Funding Lender Representative or the Servicer makes any representation or warranty, either express or implied, that money, if any, which will be paid into the Project Loan Fund or otherwise made available to the Borrower will be sufficient to complete the Project, and none of the Fiscal Agent, the Governmental Lender, the Governmental Lender Servicer, the Funding Lender, the Funding Lender Representative or the Servicer shall be liable to the Borrower or any other person if for any reason the Project is not completed. Section 5.15 Filing of Financing Statements. The Borrower shall file or record or cause to be filed or recorded on the Delivery Date or shortly thereafter all UCC financing statements which are required to be filed or recorded in order fully to protect and preserve the security interests relating to the priority of the Borrower Loan, the Funding Loan, the Pledged Secur ity and the Security Instrument, and the rights and powers of the Governmental Lender, the Fiscal Agent and the Funding Lender in connection with such security interests. The Borrower shall provide copies of such UCC financing statements and cooperate with the Fiscal Agent in connection with the filing of any continuation statements for the purpose of continuing without lapse the effectiveness of such financing statements. ARTICLE VI INDEMNIFICATION Section 6.01 Indemnification. (a) Indemnified Losses. To the fullest extent permitted by law, the Borrower agrees to indemnify, hold harmless and defend the Governmental Lender, the Fiscal Agent, the Governmental Lender Servicer, the Servicer, the Funding Lender and each of their respective officers, governing commissioners, members, directors, officials, employees, attorneys and agents (collectively, the “Indemnified Parties”), against any and all losses, damages (including, but not limited to, consequential and punitive damages), claims, actions, liabilities, costs and expenses of any conceivable nature, kind or character (including, without limitation, reasonable attorneys’ fees, litigation and court costs, amounts paid in settlement and amounts paid to discharge judgments) to which the Indemnified Parties, or any of them, may become subject under federal or state securities laws or any other statutory law or at common 20 4853-9500-5827.6 law or otherwise (collectively, “Losses”), to the extent arising, directly or indirectly, out of or based upon or in any way relating to: (i) any breach by the Borrower of its obligations under the Financing Documents or the execution, amendment, restructuring or enforcement thereof, or in connection with transactions contemplated thereby, including the issuance, sale, transfer or resale of the Governmental Lender Note; (ii) any act or omission of the Borrower or any of its agents, contractors, servants, employees or licensees in connection with the Borrower Loan or the Project, the operation of the Project, or the condition, environmental or otherwise, occupancy, use, possession, conduct or management of work done in or about, or from the planning, design, acquisition, installation, construction or equipping of, the Project or any part thereof; (iii) any accident, injury to, or death of persons or loss of or damage to property occurring in, on or about the Project or any part thereof; (iv) any lien (other than liens permitted under the Construction Disbursement Agreement) or charge upon payments by the Borrower to the Governmental Lender, the Fiscal Agent or the Servicer hereunder, or any Taxes (including, without limitation, all ad valorem taxes and sales taxes), assessments, impositions and other charges imposed on the Governmental Lender, the Governmental Lender Servicer, or the Fiscal Agent in respect of any portion of the Project (other than income and similar taxes on fees received or earned in connection therewith); (v) any violation of any environmental law, rule or regulation with respect to, or the release of any hazardous materials from, the Project or any part thereof; (vi) the enforcement of, or any action taken by the Governmental Lender, the Governmental Lender Servicer, the Fiscal Agent or the Funding Lender Representative related to remedies under this Construction Phase Borrower Loan Agreement, the Funding Loan Agreement or any other Financing Document; (vii) any untrue statement of a material fact or alleged untrue statement of a material fact by the Borrower contained in any offering statement or document for the Governmental Lender Note or any of the Financing Documents to which the Borrower is a party, or any omission or alleged omission by the Borrower of a material fact from any offering statement or document for the Governmental Lender Note necessary to be stated therein in order to make the statements made therein by the Borrower, in the light of the circumstances under which they were made, not misleading; (viii) any declaration of taxability of interest on the Governmental Lender Note or allegations (or regulatory inquiry) that interest on the Governmental Lender Note is includable in gross income for federal income tax purposes (other than a Funding Lender or Holder of the Governmental Lender Note who is a “substantial user” of the Project or a “related person” as such terms are defined in Section 147(a) of the Code); (ix) any audit or inquiry by the Internal Revenue Service with respect to the Project and/or the tax-exempt status of the Governmental Lender Note; or 21 4853-9500-5827.6 (x) the Fiscal Agent’s acceptance or administration of the trust of the Funding Loan Agreement, or the exercise or performance of any of its powers or duties thereunder or under any of the documents relating to the Governmental Lender Note to which it is a party; except (A) in the case of the foregoing indemnification of the Fiscal Agent, or any of its respective officers, commissioners, members, directors, officials, employees, attorneys and agents, to the extent such Losses are caused by the negligence, unlawful acts or willful misconduct of such Indemnified Party; or (B) in the case of the foregoing indemnification of the Servicer, the Funding Lender, the Governmental Lender Servicer, or the Governmental Lender or any of their respective officers, commissioners, members, directors, officials, employees, attorneys and agents, to the extent such Losses are caused by the gross negligence or willful misconduct of such Indemnified Party. (b) Procedures. In the event that any action or proceeding is brought against any Indemnified Party with respect to which indemnity may be sought hereunder, the Borrower, upon written notice from such Indemnified Party, shall assume the investigation and defense thereof, including the employment of counsel selected or approved by the Indemnified Party, and shall assume the payment of all expenses related thereto, with full power to litigate, compromise or settle the same in its sole discretion; provided that such Indemnified Party shall have the right to review and approve or disapprove any such compromise or settlement. Each Indemnified Party shall have the right to employ separate counsel in any such action or proceeding and to participate in the investigation and defense thereof. The Borrower shall pay the reasonable fees and expenses of such separate counsel; provided, however, that such Indemnified Party may employ separate counsel at the expense of the Borrower only if, in such Indemnified Party’s good faith judgment, a conflict of interest exists by reason of common representation or if all parties commonly represented do not agree as to the action (or inaction) of counsel. (c) Borrower to Remain Obligated. Notwithstanding any transfer of the Project to another owner in accordance with the provisions of this Construction Phase Borrower Loan Agreement, the Security Instrument and the Tax Regulatory Agreement, the Borrower shall remain obligated to indemnify each Indemnified Party pursuant to this Section 6.01 for Losses with respect to any claims based on actions or events occurring prior to the date of such transfer unless (i) such subsequent owner assumed in writing at the time of such transfer all obligations of the Borrower under this Section 6.01 (including obligations under this Section 6.01 for Losses with respect to any claims based on actions or events occurring prior to the date of such transfer) and (ii) any such transfer is in compliance with the requirements of the Financing Documents. (d) Survival. The provisions of this Section 6.01 shall survive the termination of this Construction Phase Borrower Loan Agreement. Section 6.02 Limitation With Respect to the Funding Lender. Notwithstanding anything in this Construction Phase Borrower Loan Agreement to the contrary, in the event that the Funding Lender (or its nominee) shall become the owner of the Project as a result of a foreclosure or a deed in lieu of foreclosure, or comparable conversion of the Borrower Loan, the Funding Lender (or its nominee) shall not be liable for any breach or default of any prior owner of the Project under this Construction Phase Borrower Loan Agreement and shall only be responsible for defaults and obligations incurred or occurring during the period that the Funding Lender (or its nominee) is the owner of the Project. Accordingly, during any period that the Funding Lender (or its nominee) owns the Project and that this Article VI is applicable to the Funding Lender (or its nominee), the Funding Lender’s (or its nominee’s) obligations under this Article VI shall be limited to acts and omissions of the Funding Lender (or its nominee) occurring during the period of the Funding Lender’s (or its nominee’s) ownership of the Project. 22 4853-9500-5827.6 ARTICLE VII EVENTS OF DEFAULT AND REMEDIES Section 7.01 Events of Default. The following shall be “Events of Default” under this Construction Phase Borrower Loan Agreement, and the term “Event of Default” shall mean, whenever it is used in this Construction Phase Borrower Loan Agreement, one or all of the following events: (a) Any representation or warranty made by the Borrower in the Financing Documents or any certificate, statement, data or information furnished by the Borrower in connection therewith or included by the Borrower in its application to the Governmental Lender for assistance proves at any time to have been incorrect when made in any material respect; (b) Failure by the Borrower to pay any amounts due under this Construction Phase Borrower Loan Agreement, the Construction Phase Borrower Note or the Security Instrument at the times and in the amounts required by this Construction Phase Borrower Loan Agreement, the Construction Phase Borrower Note and the Security Instrument, as applicable; (c) The Borrower shall fail to observe or perform any other term, covenant, condition or agreement (after taking into account any applicable cure period) set forth in this Construction Phase Borrower Loan Agreement, which failure continues for a period of thirty (30) days after notice of such failure by the Governmental Lender, the Fiscal Agent or the Funding Lender Representative to the Borrower (unless such default cannot with due diligence be cured within thirty (30) days but can be cured within a reasonable period and will not, in the Funding Lender Representative’s sole discretion, adversely affect the Funding Lender or result in impairment of this Construction Phase Borrower Loan Agreement or any other Financing Document, in which case no Event of Default shall be deemed to exist so long as Borrower shall have commenced to cure the default or Event of Default within thirty (30) days after receipt of notice, and thereafter diligently and continuously prosecutes such cure to completion); provided, however, no such notice or grace periods shall apply in the case of any such failure which could, in the Funding Lender Representative’s judgment, absent immediate exercise by the Funding Lender Representative of a right or remedy under this Construction Phase Borrower Loan Agreement, result in harm to the Funding Lender, impairment of this Construction Phase Borrower Loan Agreement or any other Financing Document; or (d) The occurrence of a default under the Construction Disbursement Agreement or the Security Instrument (after taking into account any applicable cure period thereunder) shall at the discretion of the Funding Lender Representative constitute an Event of Default under this Construction Phase Borrower Loan Agreement but only if the Fiscal Agent is provided written notice by the Funding Lender Representative that an Event of Default has occurred under such Financing Document and the Fiscal Agent is instructed by the Funding Lender Representative that such default constitutes an Event of Default hereunder. The occurrence of an Event of Default hereunder shall in the discretion of the Funding Lender Representative constitute a default under the other Financing Documents. Nothing contained in this Section 7.01 is intended to amend or modify any of the provisions of the Financing Documents or to bind the Governmental Lender, the Fiscal Agent, the Servicer or the Funding Lender Representative to any notice and cure periods other than as expressly set forth in the Financing Documents. The Equity Investor shall be entitled to cure any Event of Default within the timeframe provided hereunder. The Governmental Lender and the Fiscal Agent each hereby agree that any cure of any Event of Default hereunder made or tendered by the Equity Investor shall be deemed to be a cure by the Borrower and shall be accepted by the Governmental Lender or the Fiscal Agent on the same basis as if made or tendered by the Borrower. 23 4853-9500-5827.6 Section 7.02 Remedies on Default. Subject to Section 7.06 hereof, whenever any Event of Default hereunder shall have occurred and be continuing, the Funding Lender (or the Fiscal Agent at the direction of the Funding Lender), may take any one or more of the following remedial steps: (a) The Funding Lender (or the Fiscal Agent at the written direction of the Funding Lender) may take such action, without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Loan to be immediately due and payable (including, without limitation, declaring the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Construction Phase Borrower Note to be immediately due and payable). (b) The Funding Lender (or the Fiscal Agent at the written direction of the Funding Lender) may, without being required to give any notice (other than to the Governmental Lender or the Fiscal Agent, as applicable), except as provided herein, pursue all remedies of a creditor under the laws of the State, as supplemented and amended, or any other applicable laws. (c) The Funding Lender (or the Fiscal Agent at the written direction of the Funding Lender) may take whatever action at law or in equity may appear necessary or desirable to collect the payments under this Construction Phase Borrower Loan Agreement then due and thereafter to become due, or to enforce performance and observance of any obligation, agreement or covenant of the Borrower under this Construction Phase Borrower Loan Agreement. In addition, subject to Section 7.06 hereof, the Governmental Lender and the Fiscal Agent may pursue remedies with respect to the Unassigned Rights. Any amounts collected pursuant to Article IV hereof and any other amounts which would be applicable to payment of principal of and interest and any premium on the Funding Loan collected pursuant to action taken under this Section 7.02 shall be applied in accordance with the provisions of the Funding Loan Agreement. Section 7.03 No Remedy Exclusive. Upon the occurrence of an Event of Default, all or any one or more of the rights, powers, privileges and other remedies available against the Borrower hereunder or under the Financing Documents or otherwise at law or in equity may be exer cised by the Funding Lender (or the Fiscal Agent at the direction of the Funding Lender), at any time and from time to time, whether or not the Funding Lender has accelerated the Borrower Loan, and whether or not the Funding Lender shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Financing Documents. No remedy conferred upon or reserved to the Funding Lender or the Fiscal Agent by this Construction Phase Borrower Loan Agreement is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Construction Phase Borrower Loan Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any Event of Default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Funding Lender (or the Fiscal Agent at the direction of the Funding Lender) to exercise any remedy reserved to it in this Article, it shall not be necessary to give any notice, other than such notice as may be expressly required by this Construction Phase Borrower Loan Agreement. Section 7.04 Agreement to Pay Attorneys’ Fees and Expenses. In the event the Borrower shall default under any of the provisions of this Construction Phase Borrower Loan Agreement and the Governmental Lender, the Fiscal Agent, the Servicer, the Governmental Lender Servicer, or the Funding 24 4853-9500-5827.6 Lender Representative shall employ attorneys or incur other expenses for the collection of loan payments or the enforcement of performance or observance of any obligation or agreement on the part of the Borrower contained in this Construction Phase Borrower Loan Agreement or in the Construction Phase Borrower Note, the Borrower shall on demand therefor reimburse the reasonable fees of such attorneys and such other expenses so incurred. Section 7.05 No Additional Waiver Implied by One Waiver. In the event any agreement contained in this Construction Phase Borrower Loan Agreement shall be breached by any party and thereafter waived by the other parties, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder. Section 7.06 Control of Proceedings. (a) If an Event of Default has occurred and is continuing, notwithstanding anything to the contrary herein, the Funding Lender Representative shall have the sole and exclusive right at any time to direct the time, method and place of conducting all proceedings to be taken in connection with the enforcement of the terms and conditions of this Construction Phase Borrower Loan Agreement, or for the appointment of a receiver or any other proceedings hereunder, in accordance with the provisions of law and of this Construction Phase Borrower Loan Agreement. In addition, the Funding Lender Representative shall have the sole and exclusive right at any time to directly enforce all rights and remedies hereunder and under the other Financing Documents with or without the involvement of the Fiscal Agent or the Governmental Lender. In no event shall the exercise of any of the foregoing rights result in an acceleration of the Borrower Loan without the express direction of the Funding Lender Representative. (b) The Governmental Lender and the Fiscal Agent covenant that they will not, without the prior written consent of the Funding Lender Representative, take any of the following actions: (i) prosecute any action with respect to a lien on the Project; or (ii) initiate or take any action which may have the effect, directly or indirectly, of impairing the ability of the Borrower to timely pay the principal of, interest on, or other amounts due under, the Borrower Loan; or (iii) interfere with or attempt to influence the exercise by the Funding Lender Representative of any of its rights under the Financing Documents upon the occurrence of any event of default by the Borrower under the Financing Documents; or (iv) take any action to accelerate or otherwise enforce payment or seek other remedies with respect to the Borrower Loan or the Funding Loan. (c) Notwithstanding Sections 7.06(a) and 7.06(b) hereof, the Governmental Lender or the Fiscal Agent may: (i) specifically enforce the tax covenants of the Borrower specified in Section 2.04 and 2.05 hereof or seek injunctive relief against acts which may be in violation thereof; (ii) specifically enforce the Tax Regulatory Agreement or seek injunctive relief against acts which may be in violation of the Tax Regulatory Agreement or are otherwise inconsistent with the operation of the Project in accordance with applicable 25 4853-9500-5827.6 requirements of the Internal Revenue Code and state law (but in neither the case of subsection (c)(i) above or this subsection (c)(ii) may the Governmental Lender or the Fiscal Agent seek any form of monetary damages from the Borrower in connection with such enforcement). In addition, notwithstanding Section 7.06(a) and 7.06(b) hereof, the Governmental Lender and the Fiscal Agent (at the direction of the Governmental Lender) may seek specific performance of the other Unassigned Rights (provided no monetary damages are sought), and nothing herein shall be construed to limit the rights of the Governmental Lender, the Fiscal Agent or any Indemnified Party related to the Governmental Lender or the Fiscal Agent under Section 6.01 (each a “Related Indemnified Party”) to enforce their respective rights against the Borrower under Sections 4.02, 4.03, 6.01 and 7.04 hereof, provided that no obligation of the Borrower to the Governmental Lender, the Fiscal Agent or any Related Indemnified Party under such sections shall be secured by or in any manner constitute a lien on, or security interest in, the Project, whether in favor of the Governmental Lender, the Fiscal Agent or any Related Indemnified Party, and all such obligations are and shall be subordinate in priority, in right to payment and in all other respects to all other obligations, liens, rights (including without limitation the right to payment) and interests arising or created under the Financing Documents (except for the Fiscal Agent’s right to receive payment of reasonable fees and expenses pursuant to Section 6.05(a) of the Funding Loan Agreement after an event of default with respect to the Funding Loan, which reasonable fees and expenses of the Fiscal Agent shall be payable as provided thereunder). Accordingly, none of the Governmental Lender, the Fiscal Agent or any Related Indemnified Party shall have the right to enforce any monetary obligation arising under such sections other than directly against the Borrower, without recourse to the Project. In addition, any such enforcement must not cause t he Borrower to file a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Borrower under any applicable liquidation, insolvency, bankruptcy, rehabilitation, composition, reorganization, conservation or other similar law in effect now or in the future. Section 7.07 Assumption of Obligations. In the event that the Fiscal Agent or the Funding Lender or their respective assignee or designee shall become the legal or beneficial owner of the Project by foreclosure or deed in lieu of foreclosure, such party shall succeed to the rights and the obligations of the Borrower under this Construction Phase Borrower Loan Agreement, the Construction Phase Borrower Note, the Tax Regulatory Agreement, and any other Financing Documents to which the Borrower is a party or with respect to which it is a third-party beneficiary. Such assumption shall be effective from and after the effective date of such acquisition and shall be made with the benefit of the limitations of liability set forth therein and without any liability for the prior acts of the Borrower. ARTICLE VIII MISCELLANEOUS Section 8.01 Notices. (a) Whenever in this Construction Phase Borrower Loan Agreement the giving of notice by mail or otherwise is required, the giving of such notice may be waived in writing by the person entitled to receive such notice and in any such case the giving or receipt of such notice shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Any notice, request, complaint, demand, communication or other paper required or permitted to be delivered to the Governmental Lender, the Fiscal Agent, the Funding Lender Representative, the Borrower, the Governmental Lender Servicer, or the Servicer shall be sufficiently given and shall be deemed given (unless another form of notice shall be specifically set forth herein) on the Business Day following the date on which such notice or other communication shall have been delivered to a national 26 4853-9500-5827.6 overnight delivery service (receipt of which to be evidenced by a signed receipt from such overnight delivery service) addressed to the appropriate party at the addresses set forth in Section 11.04 of the Funding Loan Agreement or as required or permitted by this Construction Phase Borrower Loan Agreement by Electronic Notice. The Governmental Lender, the Fiscal Agent, the Funding Lender Representative, the Borrower, the Governmental Lender Servicer, or the Servicer may, by notice given as provided in this paragraph, designate any further or different address to which subsequent notices or other communication shall be sent. A duplicate copy of each notice or other communication given hereunder by any party to the Servicer shall also be given to the Funding Lender Representative and a duplicate copy of each notice or other communication given hereunder by any party to the Funding Lender Representative shall be given to the Servicer. The Fiscal Agent agrees to accept and act upon Electronic Notice of written instructions and/or directions pursuant to this Construction Phase Borrower Loan Agreement. (b) The Fiscal Agent shall provide to the Funding Lender Representative and the Servicer (i) prompt notice of the occurrence of any Event of Default hereunder and (ii) any written information or other communication received by the Fiscal Agent hereunder within ten (10) Business Days of receiving a written request from the Funding Lender Representative for any such information or other communication. (c) The Fiscal Agent shall have the right to accept and act upon instructions, inclu ding funds transfer instructions (“Instructions”) given pursuant to this Construction Phase Borrower Loan Agreement and related financing documents and delivered using Electronic Means; provided, however, that the Governmental Lender and/or the Borrower, as applicable, shall provide to the Fiscal Agent an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Governmental Lender and/or the Borrower, as applicable, whenever a person is to be added or deleted from the listing. If the Governmental Lender and/or the Borrower, as applicable, elects to give the Fiscal Agent Instructions using Electronic Means and the Fiscal Agent in its discretion elects to act upon such Instructions, the Fiscal Agent’s understanding of such Instructions shall be deemed controlling. The Governmental Lender and the Borrower understand and agree that the Fiscal Agent cannot determine the identity of the actual sender of such Instructions and that the Fiscal Agent shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Fiscal Agent have been sent by such Authorized Officer. The Governmental Lender and the Borrower shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Fiscal Agent and that the Governmental Lender, the Borrower and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Governmental Lender and/or the Borrower, as applicable. The Fiscal Agent shall not be liable for any losses, costs or expenses arising directly or indirectly from the Fiscal Agent’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent writ ten instruction. The Governmental Lender and the Borrower agree: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Fiscal Agent, including without limitation the risk of the Fiscal Agent acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Fiscal Agent and that there may be more secure met hods of transmitting Instructions than the method(s) selected by the Governmental Lender and/or the Borrower, as applicable; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and 27 4853-9500-5827.6 circumstances; and (iv) to notify the Fiscal Agent immediately upon learning of any compromise or unauthorized use of the security procedures. ”Electronic Means” shall mean the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Fiscal Agent, or another method or system specified by the Fiscal Agent as available for use in connection with its services hereunder. Section 8.02 Concerning Successors and Assigns. All covenants, agreements, representations and warranties made herein and in the certificates delivered pursuant hereto shall survive the financing herein contemplated and shall continue in full force and effect so long as the obligations hereunder are outstanding. Whenever in this Construction Phase Borrower Loan Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Borrower which are contained in this Construction Phase Borrower Loan Agreement shall bind its successors and assigns and inure to the benefit of the successors and assigns of the Governmental Lender, the Fiscal Agent, the Servicer, the Funding Lender and the Funding Lender Representative, as applicable. Section 8.03 Governing Law; Venue. This Construction Phase Borrower Loan Agreement and the Exhibits attached hereto, if any, shall be construed in accordance with and governed by the internal laws of the State and, where applicable, the laws of the United States of America. Venue shall be in Miami Dade County, Florida so long as this Construction Phase Borrower Loan Agreement is in effect. Section 8.04 Modifications in Writing. Modification or the waiver of any provisions of this Construction Phase Borrower Loan Agreement or consent to any departure by the parties therefrom, shall in no event be effective unless the same shall be in writing approved by the parties hereto and shall require the prior written consent of the Funding Lender Representative and then such waiver or consent shall be effective only in the specific instance and for the purpose for which giv en. No notice to or demand on the Borrower in any case shall entitle it to any other or further notice or demand in the same circumstances. Section 8.05 Further Assurances and Corrective Instruments. The Governmental Lender, the Fiscal Agent and the Borrower agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required (including such supplements or further instruments requested by the Funding Lender Representative) for correcting any inadequate or incorrect description of the performance of this Construction Phase Borrower Loan Agreement. Section 8.06 Captions. The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Construction Phase Borrower Loan Agreement. Section 8.07 Severability. The invalidity or unenforceability of any provision of this Construction Phase Borrower Loan Agreement shall not affect the validity of any other provision, and all other provisions shall remain in full force and effect. Section 8.08 Counterparts. This Construction Phase Borrower Loan Agreement may be signed in any number of counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument. Section 8.09 Amounts Remaining in Loan Payment Fund or Other Funds. It is agreed by the parties hereto that any amounts remaining in the Loan Payment Fund or other funds and accounts 28 4853-9500-5827.6 established under the Funding Loan Agreement upon expiration or sooner termination of the term hereof (and the repayment in full of the Borrower Loan and all other amounts owing under the Borrower Loan Documents), shall be paid in accordance with the Funding Loan Agreement. Section 8.10 Effective Date and Term. This Construction Phase Borrower Loan Agreement shall become effective upon its execution and delivery by the parties hereto, shall be effective and remain in full force from the date hereof, and, subject to the provisions hereof, shall expire on su ch date as the earlier of (i) the Funding Loan Agreement shall terminate or (ii) the effective date of the Permanent Phase Borrower Loan Agreement. Section 8.11 Cross References. Any reference in this Construction Phase Borrower Loan Agreement to an “Exhibit,” an “Article,” a “Section,” a “Subsection” or a “Paragraph” shall, unless otherwise explicitly provided, be construed as referring, respectively, to an exhibit attached to thi s Construction Phase Borrower Loan Agreement, an article of this Construction Phase Borrower Loan Agreement, a section of this Construction Phase Borrower Loan Agreement, a subsection of the section of this Construction Phase Borrower Loan Agreement in which the reference appears and a paragraph of the subsection within this Construction Phase Borrower Loan Agreement in which the reference appears. All exhibits attached to or referred to in this Construction Phase Borrower Loan Agreement are incorporated by reference into this Construction Phase Borrower Loan Agreement. Section 8.12 Funding Lender Representative and Servicer as Third-Party Beneficiaries. The parties hereto agree and acknowledge that the Funding Lender Representative and the Servicer are third party beneficiaries of this Construction Phase Borrower Loan Agreement. Section 8.13 Reserved. Section 8.14 Non-Liability of Governmental Lender. The Governmental Lender shall not be obligated to pay the principal (or Prepayment Premium) of or interest on the Funding Loan, except from Revenues and other money and assets received by the Fiscal Agent on behalf of the Governmental Lender pursuant to this Construction Phase Borrower Loan Agreement. Neither the faith and credit nor the taxing power of the State or any political subdivision thereof, nor the faith and credit of the Governmental Lender or any member is pledged to the payment of the principal (or prepayment premium) or interest on the Funding Loan. The Governmental Lender shall not be liable for any costs, expenses, losses, damages, claims or actions, of any conceivable kind on any conceivable theory, under or by reason of or in connection with this Construction Phase Borrower Loan Agreement, the Funding Loan or the Funding Loan Agreement, except only to the extent amounts are received for the payment thereof from the Borrower under this Construction Phase Borrower Loan Agreement. The Governmental Lender has no taxing power. The Borrower hereby acknowledges that the Governmental Lender’s sole source of money to repay the Funding Loan will be provided by the payments made by the Borrower pursuant to this Construction Phase Borrower Loan Agreement, together with investment income on certain funds and accounts held by the Fiscal Agent under the Funding Loan Agreement, and hereby agrees that if the payments to be made hereunder shall ever prove insufficient to pay all principal (or prepayment premium) and interest on the Funding Loan as the same shall become due (whether by maturity, prepayment, acceleration or otherwise), then upon notice from the Fiscal Agent, the Borrower shall pay such amounts as are required from time to time to prevent any deficiency or default in the payment of such principal (or prepayment premium) or interest, including, but not limited to, any deficiency caus ed by acts, omissions, nonfeasance or malfeasance on the part of the Fiscal Agent, the Borrower, the Governmental Lender or any third party, subject to any right of reimbursement from the Fiscal Agent, the Governmental Lender or any such third party, as the case may be, therefor. 29 4853-9500-5827.6 Section 8.15 No Liability of Officers. No recourse under or upon any obligation, covenant, or agreement or in the Governmental Lender Note, or under any judgment obtained against the Governmental Lender, or by the enforcement of any assessment or by any legal or equitable proceeding by virtue of any constitution or statute or otherwise or under any circumstances, shall be had against any incorporator, member, director, commissioner, employee, agent or officer, as such, past, present, or future, of the Governmental Lender, either directly or through the Governmental Lender, or otherwise, for the payment for or to the Governmental Lender or any receiver thereof, or for or to the Funding Lender, of any sum that may be due and unpaid by the Governmental Lender upon the Funding Loan. Any and all personal liability of every nature, whether at common law or in equity, or by statute or by constitution or otherwise, of any such incorporator, member, director, commissioner, employee, agent or officer, as such, to respond by reason of any act or omission on his or her part or otherwise, for the payment for or to the Governmental Lender or any receiver thereof, or for or to the Funding Lender, of any sum that may remain due and unpaid upon the Funding Loan, is hereby expressly waived and released as a condition of and consideration for the execution of this Construction Phase Borrower Loan Agreement and the issuance of the Governmental Lender Note. Section 8.16 Capacity of the Fiscal Agent. The Fiscal Agent is entering into this Construction Phase Borrower Loan Agreement solely in its capacity as Fiscal Agent and shall be entitled to the rights, protections, limitations from liability and immunities afforded it as Fiscal Agent under the Funding Loan Agreement. The Fiscal Agent shall be responsible only for the duties of the Fiscal Agent expressly set forth herein and in the Funding Loan Agreement. In connection with the issuance of the Governmental Lender Note, certain moneys will be deposited with the Fiscal Agent before the closing date pursuant to one or more letters of instruction from the provider or providers of such moneys. Such moneys will be held by the Fiscal Agent subject to the terms and conditions of the Funding Loan Agreement in addition to terms provided i n such letter(s) of instruction. For such purpose the standards of care, provisions regarding responsibilities, and indemnification and other sections relating to the Fiscal Agent contained in the Funding Loan Agreement (the “Effective Provisions”) shall be effective as of the first date of receipt by the Fiscal Agent of such moneys. The Effective Provisions shall be deemed incorporated into such letter(s) of instructions. Section 8.17 Reliance. The representations, covenants, agreements and warranties set forth in this Construction Phase Borrower Loan Agreement may be relied upon by the Governmental Lender, the Fiscal Agent, Bond Counsel, the Servicer, the Governmental Lender Servicer, the Funding Lender and the Funding Lender Representative. In performing their duties and obligations under this Construction Phase Borrower Loan Agreement and under the Funding Loan Agreement, the Governmental Lender and the Fiscal Agent may rely upon statements and certificates of the Borrower, upon certificates of tenants believed to be genuine and to have been executed by the proper person or persons, and upon audits of the books and records of the Borrower pertaining to occupancy of the Project. In addition, the Governmental Lender and the Fiscal Agent may consult with counsel, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by the Governmental Lender or the Fiscal Agent under this Construction Phase Borrower Loan Agreement and under the Funding Loan Agreement in good faith and in conformity with the opinion of such counsel. It is expressly understood and agreed by the parties to this Construction Phase Borrower Loan Agreement (other than the Governmental Lender) that: (a) the Governmental Lender may rely conclusively on the truth and accuracy of any certificate, opinion, notice or other instrument furnished to the Governmental Lender by the Fiscal Agent, the Funding Lender or the Borrower as to the existence of a fact or state of affairs required unde r this Construction Phase Borrower Loan Agreement to be noticed by the Governmental Lender; 30 4853-9500-5827.6 (b) the Governmental Lender shall not be under any obligation to perform any record keeping or to provide any legal service, it being understood that such services shal l be performed or caused to be performed by the Fiscal Agent, the Funding Lender Representative, the Servicer or the Borrower, as applicable; and (c) none of the provisions of this Construction Phase Borrower Loan Agreement shall require the Governmental Lender or the Fiscal Agent to expend or risk its own funds (apart from the proceeds of the Funding Loan issued under the Funding Loan Agreement) or otherwise endure financial liability in the performance of any of its duties or in the exercise of any of its rig hts under this Construction Phase Borrower Loan Agreement, unless it shall first have been adequately indemnified to its satisfaction against the costs, expenses and liabilities which may be incurred by taking any such action. [Signature Pages Follow] IN WITNESS WHEREOF, the parties hereto have executed this Construction Phase Borrower Loan Agreement, all as of the date first set forth above. HOUSING FINANCE AUTHORITY OF MIAMI-DADE COUNTY, FLORIDA, as Governmental Lender A Name: Don L. Horn Title: Chair [GOVERNMENTAL LENDER’S SIGNATURE PAGE TO VISTA BREEZE CONSTRUCTION PHASE BORROWER LOAN AGREEMENT] S-1 4853-9500-5827.4 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.., as Fiscal Agent ce ee Negk ee Stephanie A. Greene-Matthews aes e: Vice President [FISCAL AGENT’S SIGNATURE PAGE TO VISTA BREEZE CONSTRUCTION PHASE BORROWER LOAN AGREEMENT] S-2 4853-9500-5827.4 4853-9500-5827.4 VISTA BREEZE, LTD., a Florida limited partnership By: APC Vista Breeze, LLC, a Florida limited liability company, its managing general partner By: VL ZZ epee a [BORROWER’S SIGNATURE PAGE TO VISTA BREEZE CONSTRUCTION PHASE BORROWER LOAN AGREEMENT] MARLENE CASAR SANCHEZ Notary Public - State of Florida Commission # HH 415083 My Comm, Expires Oct 19, 2027 Bonced through National Notary Assn. 8-3