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09. Construction Disbursement Agreement #231369027_v5 CONSTRUCTION DISBURSEMENT AGREEMENT This CONSTRUCTION DISBURSEMENT AGREEMENT (as amended, modified or supplemented from time to time, this “Agreement”) is dated as of December 15, 2023, between VISTA BREEZE, LTD., a Florida limited partnership (together with its permitted successors and assigns, the “Borrower”) and BANK OF AMERICA, N.A., a national banking association, in its capacity as the initial servicer of the hereinbelow described Construction Phase Project Loan (the “Servicer”). FACTUAL BACKGROUND A. Borrower is the owner of a leasehold interest in certain real property located at 175 S. Shore Drive and 280 S. Shore Drive, Miami, Florida 33141, as more particularly described on Exhibit A attached hereto (the “Land”). Pursuant to the Housing Finance Authorities Law of the State of Florida (Florida Statutes, Chapter 159, Part IV), as amended (the “Act”), and 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, the Housing Finance Authority of Miami-Dade County, Florida, a public body corporate and politic organized and existing under the laws of the State of Florida (the “Governmental Lender”), determined to make a mortgage loan to the Borrower in the maximum principal amount of Thirty-Two Million Five Hundred Thousand and 00/100 $(32,500,000.00) (the “Construction Phase Project Loan”) to provide for the financing of the construction of a 119-unit low-income housing development project (the “Project”), commonly known as “Vista Breeze,” on the Land. The Borrower has agreed to use the proceeds of the Construction Phase Project Loan to finance the construction of the Project and to pay certain closing costs with respect to the Construction Phase Project Loan. Pursuant to the Act and the provisions of that certain Amended and Restated Borrower Loan Agreement (the “Permanent Phase Project Loan Agreement”), the Governmental Lender has agreed to make a mortgage loan to the Borrower (the “Permanent Phase Project Loan”) to provide for the permanent period financing of the Project. B. The Construction Phase Project Loan will be made pursuant to that certain Construction Phase Borrower Loan Agreement (as amended from time to time, the “Construction Phase Project Loan Agreement”) dated as of December 1, 2023, among Governmental Lender, Borrower and The Bank of New York Mellon Trust Company, N.A., a national banking association (the “Fiscal Agent”). The Construction Phase Project Loan will be evidenced by that certain Construction Phase Project Loan Note dated as of the date hereof (the “Construction Phase Project Loan Note”) made by Borrower, as maker, payable to the order of Governmental Lender. To secure the Borrower’s obligations under and in connection with the Construction Phase Project Loan, the Construction Phase Project Loan Agreement, the Construction Phase Projec t Loan Note and the other Construction Phase Project Loan Documents (as hereinafter defined), the Borrower has executed and delivered, or will execute and deliver, to the Governmental Lender that certain Leasehold Mortgage, Assignment of Rents, Security Agreement and Fixture Filing (as amended from time to time, the “Security Instrument”), dated as of the date hereof, naming Borrower, as Mortgagor, and Governmental Lender, its successor and assigns as Mortgagee, and encumbering, among other collateral, the Land and the Project. The Security Instrument will be duly recorded with the Clerk of the Courts, Miami-Dade County, Florida, substantially Vista Breeze Construction Disbursement Agreement 2 concurrently with the execution and delivery of this Agreement. Howard D. Cohen, as an individual, and Howard D. Cohen Revocable Trust U/A/D 4/6/1993 (collectively, the “Guarantor”), have executed that certain Guaranty Agreement, guaranteeing certain obligations of Borrower under the Construction Phase Project Loan Documents (as amended from time to time, the “Guaranty”). As used herein, the term “Construction Phase Project Loan Documents” shall mean any and all agreements, documents and instruments which now or hereafter evidence, secure, guaranty or otherwise govern payment and/or performance of any and all obligations and liabilities of Borrower under and in connection with the Construction Phase Project Loan, including, without limitation, the Construction Phase Project Loan Agreement, the Construction Phase Project Loan Note, the Security Instrument, the Guaranty and this Agreement (collectively, the “Construction Phase Project Loan Obligations”), as amended, restated, supplemented or otherwise modified. C. Governmental Lender, in order to obtain the funds necessary to enable it to make the Construction Phase Project Loan to the Borrower, has determined to obtain a loan (the “Funding Loan”) from Bank of America, N.A., a national banking association, in its capacity as the initial funding lender (the “Initial Funding Lender”), in the maximum aggregate principal amount of Thirty-Two Million Five Hundred Thousand and 00/100 $(32,500,000.00). The Funding Loan will be made by Initial Funding Lender to Governmental Lender pursuant to that certain Funding Loan Agreement (as amended from time to time, the “Funding Loan Agreement”), by and among Initial Funding Lender, as lender, the Governmental Lender, as borrower, and the Fiscal Agent, as “fiscal agent”. The Funding Loan will be evidenced by, among other things, that certain Multifamily Housing Revenue Note, Series 2023 (Vista Breeze) (as amended from time to time, the “Funding Loan Note”), dated December 15, 2023, made by Governmental Lender, as maker, payable to the order of Initial Funding Lender. The Initial Funding Lender, pursuant to the terms and subject to the conditions of the Funding Loan Agreement, has agreed to fund the proceeds of the Funding Loan to the Governmental Lender on a draw-down basis, which proceeds of the Funding Loan will in turn be used by the Governmental Lender to fund the Construction Phase Project Loan to the Borrower. In order to secure the repayment of the Funding Loan, Governmental Lender has pledged to Fiscal Agent, in trust for the benefit of Initial Funding Lender, pursuant to the terms and conditions of the Funding Loan Agreement and the Assignment (as hereinafter defined), all of Governmental Lender’s right, title and interest in, to and under the Construction Phase Project Loan, the Construction Phase Project Loan Agreement, the Construction Phase Project Loan Note, the Security Instrument and all of the other Construction Phase Project Loan Documents (other than certain Unassigned Rights (as defined in the Funding Loan Agreement)). To further evidence and perfect such pledge, Governmental Lender, substantially concurrently herewith, has duly endorsed the Construction Phase Project Loan Note to the order of Fiscal Agent, and executed and delivered to Fiscal Agent that certain Assignment of Mortgage and Collateral Loan Documents (the “Assignment”) dated as of the date hereof, assigning to Fiscal Agent, among other items, all of Governmental Lender’s right, title and interest under the Security Instrument. The Assignment shall be recorded with the Clerk of the Courts, Miami-Dade County, Florida, substantially concurrently with the recordation of the Security Instrument. D. Citibank, N.A., a national banking association (“Permanent Lender”), has entered into a Forward Purchase Agreement dated on or about the date hereof, by and among the Servicer, Vista Breeze Construction Disbursement Agreement 3 as seller, and the Permanent Lender, as purchaser, and acknowledged and agreed to by the Borrower (the “Forward Purchase Agreement”), whereby Permanent Lender has committed, subject to the satisfaction of the “Conditions to Conversion” on or before the Forward Commitment Maturity Date, to facilitate the financing of the Project during the “Permanent Phase” by purchasing the Funding Loan from the Servicer on the Conversion Date (as each respective term is defined in the Permanent Phase Project Loan Agreement). Upon the occurrence of the Permanent Lender Purchase Date (as defined below), the Servicer will assign to Permanent Lender all of its rights and interest in the Funding Loan, the Funding Loan Note, the Funding Loan Agreement, and the other Financing Documents (as defined in the Funding Loan Agreement). E. If the Conditions to Conversion are satisfied on or before the Forward Commitment Maturity Date as provided for in the Forward Purchase Agreement, the Construction Phase Project Loan will convert from the construction phase to the permanent phase on the Conversion Date and, on such Conversion Date, the Servicer shall deliver, and the Permanent Lender shall purchase, the Funding Loan, as evidenced by the Funding Loan Note. Thereafter, the Servicer shall deliver the Funding Loan to Permanent Lender for purchase pursuant to the terms of the Forward Purchase Agreement (such date of purchase by Permanent Lender being referred to as the “Permanent Lender Purchase Date”). If the Conditions to Conversion are not satisfied on or before the Forward Commitment Maturity Date (as defined in Section 2.1(b), (a) the Construction Phase Project Loan Note and the Funding Loan Note will be and become due and payable in full on the Forward Commitment Maturity Date, (b) neither the Servicer nor the Permanent Lender will have any obligation with respect to the purchase of the Funding Loan, and (c) the Servicer will remain the owner of the Funding Loan and the holder of the Funding Loan Note. F. On the Conversion Date, the Permanent Phase Project Loan Agreement shall be executed and delivered substantially in the form attached to the Forward Purchase Agreement and the Permanent Phase Project Note substantially in the form attached to the Forward Purchase Agreement shall be executed and delivered by the Borrower, and the Permanent Phase Project Loan Agreement and the Permanent Phase Project Note will secure the Funding Loan in substitution for the Construction Phase Project Loan Agreement and Construction Phase Project Loan Note, respectively at which time the Construction Phase Project Loan Agreement will be amended and restated and the Permanent Phase Project Note will be executed and delivered as an amendment and restatement in substitution of the Construction Phase Project Note. As a condition to the Conversion, the Security Instrument will be amended and restated, and the Borrower is required to enter into a Loan Covenant Agreement (as defined in the Funding Loan Agreement) with the Permanent Lender (the “Continuing Covenant Agreement”), in each case in the forms attached to the Forward Purchase Agreement. G. Upon the occurrence of the Permanent Lender Purchase Date, the Servicer will assign to Permanent Lender all of its rights and interest in the Funding Loan, the Funding Loan Note, the Funding Loan Agreement and the other Funding Loan Documents (as defined in the Funding Loan Agreement). Thereafter, the Permanent Lender, pursuant to the Permanent Phase Project Loan Agreement, shall make the Permanent Phase Project Loan, which Permanent Phase Project Loan shall be evidenced by that certain Amended and Restated Multifamily Note executed by Borrower and made payable to Governmental Lender (the “Permanent Phase Project Loan Note”) and secured by that certain Amended and Restated Multifamily Mortgage, Assignment of Vista Breeze Construction Disbursement Agreement 4 Rents, Security Agreement and Fixture Filing executed by Borrower in favor of Governmental Lender (the “Permanent Phase Security Instrument”). H. A material inducement to Servicer to enter into this Agreement, to Initial Funding Lender to agree to make the Funding Loan, and to Governmental Lender to agree to make the Construction Phase Project Loan, is the availability of federal low-income housing tax credits (the “Tax Credits”) allocated by the Florida Housing Finance Corporation (“FHFC”) acting under Section 42 of the Internal Revenue Code, pursuant to an automatic allocation attributable to issuance of the Funding Loan, which allocation and which rights, title and interest of Borrower arise out of or with respect to and are appurtenant to the Project. I. Initial Funding Lender, in its capacity as an equity investor, (the “Investor Limited Partner”), shall make capital contributions to the Borrower in the approximate amount of $26,310,928 (the “Capital Contributions”) pursuant to the Amended and Restated Agreement of Limited Partnership of Borrower dated as of the date hereof (as amended, restated, supplemented or otherwise modified, the “Partnership Agreement”), among APC Vista Breeze, LLC, a Florida limited liability company and its successors and permitted assigns (the “Managing General Partner”), Vista Breeze HACMB, Inc., a Florida not for profit corporation (and its successors and permitted assigns (the “Administrative General Partner”, and together with the Managing General Partner, collectively, the “General Partner”), the Investor Limited Partner, Banc of America CDC Special Holding Company, Inc., a North Carolina corporation, or its designee or successor (the “Special Limited Partner”), and Howard D. Cohen Revocable Trust U/A/D 4/6/1993, as withdrawing limited partner, which Capital Contributions shall be used to acquire, construct and equip the Project, and pay other costs and expenses of the Project. J. Additional funds necessary for the construction and operation of the Project are being provided to the Borrower, consisting of (i) a construction-to-permanent loan from FHFC in the original principal amount of $4,300,000.00 (the “Viability Loan”), (ii) a construction-to- permanent loan from FHFC in the original principal amount of $3,000,000.00 (the “SAIL Loan”), (iii) a construction-to-permanent loan from FHFC in the original principal amount of $600,000.00 (the “ELI Loan”), (iv) a construction-to-permanent loan from FHFC in the original principal amount of $1,301,500.00 (the “NHTF Loan”), (v) a construction-to-permanent loan from the County in the original principal amount of $5,950,000.00 (the “Surtax Loan”), (vi) a construction- to-permanent loan from the City in the original aggregate principal amount of $1,003,969.00 (the “HOME Loan”), and (vii) a construction-to-permanent loan from HACMB in the original principal amount of $8,800,000.00 (the “HACMB Loan”). The documents evidencing, securing, or guaranteeing the Viability Loan are referred to herein as the “Viability Loan Documents”. The documents evidencing, securing, or guaranteeing the SAIL Loan are referred to herein as the “SAIL Loan Documents”. The documents evidencing, securing, or guaranteeing the ELI Loan are referred to herein as the “ELI Loan Documents”. The documents evidencing, securing, or guaranteeing the NHTF Loan are referred to herein as the “NHTF Loan Documents”. The documents evidencing, securing, or guaranteeing the Surtax Loan are referred to herein as the “Surtax Loan Documents”. The documents evidencing, securing, or guaranteeing the HOME Loan are referred to herein as the “HOME Loan Documents.” The documents evidencing, securing, or guaranteeing the HACMB Loan are referred to herein as the “HACMB Loan Documents”. The Viability Loan, SAIL Loan, ELI Loan, NHTF Loan, Surtax Loan, HOME Loan and HACMB Loan are collectively referred to herein as the “Subordinate Loans”, and each a Vista Breeze Construction Disbursement Agreement 5 “Subordinate Loan”. The Viability Loan Documents, SAIL Loan Documents, ELI Loan Documents, NHTF Loan Documents, Surtax Loan Documents, HOME Loan Documents and HACMB Loan Documents are collectively referred to herein as the “Subordinate Loan Documents”, and each a “Subordinate Loan Document”. FHFC, County, City and HACMB are collectively referred to herein as the “Subordinate Lenders”, and each a “Subordinate Lender”. K. Capitalized terms used in this Agreement and not otherwise defined herein, or in Exhibit J attached hereto and incorporated herein by reference, shall have the meanings set forth for such terms in the Funding Loan Agreement and/or the Construction Phase Project Loan Agreement, as the case may be. Therefore, Servicer and Borrower, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, hereby agree as follows: AGREEMENT 1. Disbursement 1.1 Disbursement of Construction Phase Project Loan; Development Budget (a) Subject to the terms and conditions of the Construction Phase Project Loan Agreement, this Agreement, the other Construction Phase Project Loan Documents and the Funding Loan Agreement, and solely with respect to the proceeds of the Funding Loan disbursed by Initial Funding Lender to Governmental Lender from time to time under the Funding Loan Agreement, Fiscal Agent on behalf of Governmental Lender shall disburse the proceeds of the Construction Phase Project Loan to Borrower from time to time to pay costs incurred by Borrower in connection with the acquisition, development, construction, financing and leasing of the Project (collectively, “Project Costs”), as shown on a detailed cost breakdown (as amended, modified and supplemented from time to time, the “Development Budget”) of acquisition, development, construction, financing and leasing costs, upon Fiscal Agent’s receipt from Servicer of a “Requisition” (as defined in the Funding Loan Agreement) for a disbursement of Construction Phase Project Loan proceeds, prepared by and signed by Borrower and approved in writing by Servicer in accordance with the terms and conditions of this Agreement, and accompanied by a “Funding Notice” (as hereinafter defined) signed by Servicer and approved by the Governmental Lender Servicer (as defined in the Funding Loan Agreement). The initial Development Budget is attached hereto as Exhibit D-1 to this Agreement and is an analysis, prepared by the Borrower and approved by the Servicer, of the total amount needed by the Borrower to construct the Improvements and to perform the Borrower’s other obligations under this Agreement and the other Construction Phase Project Loan Documents. The analysis breaks down that total amount into three (3) cost categories of “Land Cost”, “Hard Costs” and “Soft Costs”. The categories of Hard Costs and Soft Costs are further broken down by line items, each for a specific type of cost associated with construction or performance of the Borrower’s obligations under this Agreement and the other Construction Phase Project Loan Documents. Exhibit D-2 attached to this Agreement is the Draw Schedule showing the agreed flow of funds and schedule for disbursement of funds for Project Costs from Initial Funding Lender to Governmental Lender, and from all other sources of funds, including all installments of the Capital Contributions from the Investor Limited Partner Vista Breeze Construction Disbursement Agreement 6 and the proceeds of each of the Subordinate Loans from each of the Subordinate Lenders (the “Draw Schedule”). (b) After review and approval of a Requisition and Bank Requisition (as defined in Exhibit E) in accordance with the terms and conditions of this Agreement, the Servicer shall give written notice, in substantially the form attached hereto as Exhibit G (each a “Funding Notice”), to the Fiscal Agent that such Requisition and Bank Requisition have been so approved. Within three (3) Banking Days after the Fiscal Agent’s receipt of a signed Funding Notice and a copy of the fully signed and approved related Requisition and Bank Requisition the Governmental Lender shall fund the portion of the requested disbursement approved by Servicer in such Funding Notice and related Requisition and Bank Requisition (and to be funded with Construction Phase Project Loan proceeds) by wiring such amount to the Fiscal Agent. (c) Exhibit D-1 hereto shows the initial Development Budget of the costs for each line item as projected by the Borrower. The Borrower agrees to use the principal of the Construction Phase Project Loan, as advanced by the Fiscal Agent with the approval of Servicer in accordance with this Agreement, and the Capital Contributions and other funds advanced to Borrower from the Subordinate Lenders, solely in conformity with the Development Budget and in accordance with the requirements of the Construction Phase Project Loan Documents and this Agreement. If the Improvements cannot be completed in strict conformity with the most recently approved Development Budget, the Borrower must immediately prepare and submit a proposal for a revised Development Budget to the Servicer for approval in a form acceptable to the Servicer hereunder. Any proposal for a revised Development Budget shall become effective as the Development Budget hereunder only if it is approved by the Servicer and by any other lenders. In the revised Development Budget, the Borrower must identify requested changes from the then effective Development Budget in any line items and provide a written statement of reasons for the changes. The Borrower must execute such documentation as the Servicer may reasonably require in connection with the revised Development Budget. The Servicer shall have no obligation to consent to any further disbursements unless and until it approves the revised Development Budget. The Servicer will use good faith efforts to review the revised Development Budget within a reasonable period of time; provided, however, that Servicer reserves the right to approve or disapprove any Development Budget in its sole discretion. The most recently approved Development Budget supersedes all previously approved Development Budgets. (d) The signature of the Borrower or its Authorized Signer on any revised Development Budget constitutes a reaffirmation of each of the representations and warranties made by the Borrower under Sections 4.5 (“Accuracy”) and 4.6 (“Construction Phase Project Loan in Balance; Adequacy of Construction Phase Project Loan”) of this Agreement (e) The Construction Phase Project Loan is not a revolving loan; amounts repaid may not be re-borrowed. 1.2 Construction Phase Project Loan in Balance; the Borrower’s Funds Account (a) The Construction Phase Project Loan is “in balance” whenever the amount of the then undisbursed Construction Phase Project Loan proceeds, plus any undisbursed Capital Contributions on deposit or to be deposited in the Borrower Equity Account of the Project Loan Vista Breeze Construction Disbursement Agreement 7 Fund (each as defined in the Funding Loan Agreement), undisbursed proceeds of Subordinate Loans and any other sums provided or to be provided by the Borrower or any other party as shown in the Development Budget most recently approved by Servicer and on deposit or to be deposited in the Borrower Equity Account of the Project Loan Fund, or the Subordinate Loan Account of the Project Loan Fund, and any deferred developer fee, are sufficient in the Servicer’s reasonable judgment to pay, through Completion and maturity of the Construction Phase Project Loan, all of the following sums: (i) all costs of construction, marketing, ownership, maintenance, funding of required reserves and leasing of the Land and Improvements; and (ii) all interest and all other sums accruing or payable under the Construction Phase Project Loan Agreement and the other Construction Phase Project Loan Documents. Unless otherwise shown in the Development Budget, all sums provided by the Borrower shall be deposited into the Borrower Equity Account of the Project Loan Fund established under the Funding Loan Agreement. The Construction Phase Project Loan is “out of balance” if and when the Servicer in its reasonable judgment determines that the funds (including all undisbursed Construction Phase Project Loan proceeds, undisbursed Capital Contributions on deposit or to be deposited in the Borrower Equity Account of the Project Loan Fund, undisbursed proceeds of Subordinate Loans and any other sums provided or to be provided by the Borrower or any other party as shown in the Development Budget most recently approved by Servicer and on deposit or to be deposited in the Borrower Equity Account of the Project Loan Fund) are insufficient to pay for all such costs and sums payable under the Construction Phase Project Loan Documents. (b) The Borrower acknowledges that the Construction Phase Project Loan may become “out of balance” in numerous ways, not all of which may now be foreseen. The Borrower further acknowledges that the Construction Phase Project Loan may become “out of balance” from a shortage of funds in any single line item or category of the Development Budget, even if there are undisbursed Construction Phase Project Loan proceeds or other sums in other line items or categories. Undisbursed Construction Phase Project Loan proceeds or other sums in one category or line item (e.g., insurance costs) may not be applied to another category or line item (e.g., interest reserve) unless either the Development Budget allows such use (and only to the extent specifically allowed) or the Servicer consents in writing to such use in each instance. (c) Whenever the Construction Phase Project Loan is “out of balance,” the Servicer may make written demand on the Borrower to deposit the Borrower’s own funds into the Borrower Equity Account of the Project Loan Fund established under the Funding Loan Agreement in an amount sufficient in the Servicer’s reasonable judgment to cause the Construction Phase Project Loan to be “in balance”. The Borrower must deposit within ten (10) days of demand all funds required by the Servicer’s demand. Also, if required by the Servicer, the Borrower must submit, for the Servicer’s approval, and the approval of other lenders as may be required, a revised Development Budget within fifteen (15) days after any such demand. As a condition to further advances of Construction Phase Project Loan and other proceeds, the Servicer may require that sums in the Borrower Equity Account of the Project Loan Fund be fully disbursed and applied in accordance with the Development Budget. (d) At any time, the Servicer may evaluate the sufficiency of undisbursed Construction Phase Project Loan proceeds, Subordinate Loans and/or Capital Contributions, allocated for payment of future interest, exercising its reasonable judgment in light of: (i) the Servicer’s projections of interest rates for period(s) up to and including the full remaining term of Vista Breeze Construction Disbursement Agreement 8 the construction period (and permitted extensions, if any); (ii) cost overruns or change orders; and (iii) failure of the Improvements to be completed or leased as projected by the Borrower in Exhibit F (the “Pro Forma Schedule”). Based on the Servicer’s evaluation of these data and projections, the Construction Phase Project Loan may be “out of balance.” If this happens, at its sole election and discretion, the Servicer may exercise its rights under clause (c) above or make written demand on the Borrower to pay all future interest out of the Borrower’s own funds until amounts on deposit with the Fiscal Agent under the Funding Loan Agreement are sufficient in the Servicer’s reasonable judgment to cover any and all such amounts coming due during the remaining term of the construction period. (e) Funds held in the Borrower Equity Account of the Project Loan Fund shall be and remain in the exclusive control of Servicer (subject solely to the right of Fiscal Agent to give Servicer instructions as provided below). Borrower hereby pledges to Governmental Lender and Fiscal Agent on behalf of Initial Funding Lender, and grants a security interest to the Governmental Lender and Fiscal Agent on behalf of Initial Funding Lender, in and to, the Borrower Equity Account, all monies therein from time to time, all earnings thereon from time to time (if any), all amendments, modifications, renewals, rollovers, replacements and substitutions therefor, and all proceeds thereof. That pledge and security interest shall secure the performance by Borrower of all the obligations of Borrower under the Construction Phase Project Loan Agreement, this Agreement, the Construction Phase Project Loan Note and the other Construction Phase Project Loan Documents. Governmental Lender and Fiscal Agent on behalf of Initial Funding Lender shall have available to them all rights and remedies available to a secured party under the Uniform Commercial Code of the State of Florida in connection with such security interest. Borrower agrees to execute and deliver to Governmental Lender, Fiscal Agent, and Initial Funding Lender such additional documents as Governmental Lender, Fiscal Agent, and/or Initial Funding Lender may reasonably require from time to time in order to further evidence or perfect such pledge and security interest. As among Governmental Lender, Fiscal Agent and Initial Funding Lender, Initial Funding Lender shall have the sole right to give instructions to Servicer regarding the Borrower Equity Account (and Servicer shall comply solely with the instructions of Initial Funding Lender (and not Governmental Lender, Borrower or any other party) with respect to the Borrower Equity Account). This Agreement constitutes a “control agreement” for all purposes of the Uniform Commercial Code. 1.3 Disbursement Conditions, Amounts and Procedures The Disbursement Schedule attached as Exhibit E (the “Disbursement Schedule”) sets forth disbursement conditions, amounts and procedures applicable to the Construction Phase Project Loan. The Initial Funding Lender will advance proceeds of the Funding Loan to or for the account of the Governmental Lender and Governmental Lender will advance the corresponding amount of Construction Phase Project Loan proceeds to the Fiscal Agent for deposit in the Project Account and Servicer will thereafter authorize disbursement by the Fiscal Agent of such proceeds and proceeds on deposit in the Borrower Equity Account of the Project Loan Fund and in the Subordinate Loan Account of the Project Loan Fund (including Capital Contributions and proceeds of Subordinate Loans), upon satisfaction of the disbursement conditions and procedures set forth in the Disbursement Schedule and subject to the terms and conditions of this Agreement, the Construction Phase Project Loan Documents, the Funding Loan Agreement, the Development Budget and the Draw Schedule. Vista Breeze Construction Disbursement Agreement 9 1.4 Subordinate Loans The Borrower has applied to the Subordinate Lenders for the Subordinate Loans to finance, in part, the construction and development of the Project. The Subordinate Lenders have agreed to make the Subordinate Loans to Borrower in accordance with the terms and conditions of the Subordinate Loan Documents approved or to be approved by the Servicer. The Subordinate Loans will be funded at such time and on such terms and conditions as set forth in the Development Budget and the Subordinate Loan Documents approved by the Servicer. The mortgage liens securing the Subordinate Loans shall be junior and subordinate to the mortgage lien securing the Construction Phase Project Loan created by the Security Instrument. The Subordinate Lenders have each agreed to enter into a subordination agreement with the Initial Funding Lender. The Borrower covenants and agrees that in the event that the Subordinate Loans do not fund as anticipated under the Development Budget and Draw Schedule, the Borrower shall cause such funds to be replaced by alternate sources with terms acceptable to the Servicer in its sole reasonable discretion. Any loan documents executed by the Borrower, General Partner, Guarantor, Developer, or any Affiliate of the foregoing in connection with any alternative funding sources shall be subject to the prior written consent of Servicer which shall be given or withheld in Servicer’s sole discretion. 2. Covenants of the Borrower The Borrower promises to keep each of the covenants set forth below, unless the Servicer has waived compliance in writing. 2.1 Commencement and Completion of Improvements (a) The Borrower shall commence Construction of the Improvements no later than thirty (30) days after the Closing Date, and will diligently pursue construction to Completion. Borrower shall cause Completion to be achieved on or before the earlier of (i) August 31, 2025, or (ii) the Forward Commitment Maturity Date (the “Completion Deadline”). Prior to commencement of Construction of the Improvements, Borrower shall record a Notice of Commencement as required by Chapter 713, Florida Statutes, which Notice of Commencement shall have an unconditional payment bond attached as required by Chapter 713, Florida Statutes. Borrower shall comply with Section 2.11(e) and shall provide flood insurance as required therein, if any, before commencing construction of any portion of any structure or Improvements located, under the Floods Insurance Laws, in a Special Flood Hazard Area. (b) The Borrower shall cause the Conversion Date to be achieved by June 15, 2026 (the “Forward Commitment Maturity Date”), provided, however, that the Forward Commitment Maturity Date may be extended by an additional six (6) months to December 15, 2026 (the “Extended Forward Commitment Maturity Date”) upon the timely prior satisfaction of all of the conditions set forth in Section 1A of the Construction Phase Project Loan Note. 2.2 Requirements Vista Breeze Construction Disbursement Agreement 10 The Borrower must construct the Improvements in a good and workmanlike manner in accordance with sound building practices, as well as the Plans and Specifications and the recommendations of any soils report satisfactory to the Servicer. Borrower shall provide flood insurance as required by Section 2.11, if required, before commencing construction of any portion of any structure or Improvements located under the Flood Insurance Laws in a Special Flood Hazard Area. The Borrower must comply with all existing and future laws, regulations, orders, building codes, restrictions and requirements of, and all agreements with and commitments to, all Governmental Authorities having jurisdiction over the Project, including those pertaining to the construction, operation, leasing or financing of the Improvements, and with all recorded covenants and restrictions affecting the Project, including the Tax Regulatory Agreement (all collectively, the “Requirements”). 2.3 Changes (a) The Borrower agrees to provide the Servicer with copies of all change orders and/or revisions, amendments or changes to the Construction Contract or the Plans and Specifications (individually a “Change Order” and collectively, “Change Orders”), together with all additional documents that the Servicer may reasonably require. These documents may include the following: (i) plans and specifications indicating the proposed change; (ii) a written description of the proposed change and related working drawings; and (iii) a written estimate of the cost of the proposed change and the time necessary to complete it. (b) The Borrower must obtain the Servicer’s prior written approval of any Change Order that: (i) regardless of cost, is a material change in structure, design, function or exterior appearance; or (ii) requires the approval of the Investor Limited Partner, the Initial Funding Lender, the Subordinate Lenders, the Governmental Lender or any Governmental Authority; or (iii) would cause any line item or category of the Development Budget to be increased or decreased by five percent (5%) or more; or (iv) might delay Completion of the Improvements beyond the Completion Deadline or beyond any deadline required by the Partnership Agreement; or (v) would result in an increase or decrease in the aggregate contract price for construction of the Project in excess of $150,000; or (vi) when aggregated with other Change Orders previously effected would result in an increase or decrease in the aggregate contract price for construction of the Project in excess of $500,000; or Vista Breeze Construction Disbursement Agreement 11 (vii) would alter the number of apartment units in the Project designated for occupancy by low and moderate income tenants; or (viii) would reduce the number of apartment units in the Project; or (ix) would change the number of one, two, three and four bedroom apartments in the Project or would materially change the scope of the recreational facilities or other amenities to be provided; or (x) would materially and adversely affect any of the Tax Credits or any obligation of the Investor Limited Partner to make its Capital Contributions; or (xi) would affect the tax exempt status of the Funding Loan. (c) In addition, the Borrower must obtain the Servicer’s prior written approval of all changes in the Architecture Contract or any other contracts for the design, engineering or Construction of the Improvements. In addition, and notwithstanding the foregoing or any approval which may have been granted by Servicer, no change to the Plans and Specifications may be made until and unless either (i) the Servicer has determined that such change does not require the consent of Permanent Lender under the Forward Purchase Agreement, or (ii) the Servicer has determined that such change does require the consent of Permanent Lender under the Forward Purchase Agreement and Permanent Lender has approved such change in writing. (d) The Servicer may take a reasonable time to evaluate any requests for proposed changes and may require that all approvals required from other parties be obtained before it reviews any requested change. The Servicer may approve or disapprove changes in the exercise of its reasonable judgment. The Borrower acknowledges that delays may result and agrees that, so long as the delays are not unreasonable in duration, they will not affect the Borrower’s obligation to complete the Improvements by the Completion Deadline. 2.4 Construction Information and Verification (a) Within fifteen (15) days after receiving notification from the Servicer, the Borrower must deliver to the Servicer any and all of the following information and documents that the Servicer may request, all in forms acceptable to the Servicer: (i) Current Plans and Specifications, certified by the Architect as being complete and accurate; (ii) A current, complete and correct list showing the name, address and telephone number of each contractor, subcontractor with a contract price in excess of $100,000 and material supplier with a contract price in excess of $250,000 engaged in connection with the Construction of the Improvements and the total dollar amount of each contract and subcontract (including any changes), together with the amounts paid through the date of the list; Vista Breeze Construction Disbursement Agreement 12 (iii) True and correct copies of the most current versions of all executed contracts and subcontracts identified in the list described in clause (ii) above, including any changes; (iv) A current construction progress schedule showing the progress of Construction of the Improvements and the projected sequencing and completion times for uncompleted work, all as of the date of the schedule; and (v) Any update to any item described above, previously delivered to the Servicer. (b) Prior to the final advance for Hard Costs, the Borrower must deliver, or cause the Architect to deliver, to the Servicer as-built plans and specifications for the Improvements as actually completed to date, certified by the Architect as being complete and accurate. (c) The Borrower expressly authorizes the Servicer to contact the Architect, the Contractor or any contractor, subcontractor, material supplier, surety or any Governmental Authority to verify or discuss any information disclosed in accordance with this Section 2.4 and any other information the Servicer may reasonably require. (d) Any defaulting architect, engineer, general contractor, subcontractor, material supplier or surety must be replaced promptly (if such default extends beyond any applicable notice and cure period), and the Borrower must deliver promptly to the Servicer all required information and documents regarding each replacement architect, general contractor, subcontractor, material supplier and surety. The Servicer may disapprove any architect, general contractor, subcontractor, material supplier, surety or other party the Servicer in its reasonable judgment deems financially or otherwise unqualified; however, in no event may the absence of disapproval be deemed approval of such party. (e) If, based on any construction progress schedule or other materials submitted by the Borrower, the Servicer in its reasonable judgment determines that Completion of the Improvements will not occur by the Completion Deadline, the Servicer may request the Borrower in writing to reasonably reschedule the construction work to permit timely Completion. Within fifteen (15) days after receiving such a request from the Servicer, the Borrower must deliver to the Servicer a revised construction progress schedule and Pro Forma Schedule showing Completion of the Improvements by the Completion Deadline. (f) Within forty five (45) days following Completion of construction of each building, Borrower shall provide to the Servicer the written confirmation from the Architect that such building was constructed in substantial compliance with the Plans and Specifications. Vista Breeze Construction Disbursement Agreement 13 (g) Within ten (10) days following Completion of the construction of each building in the Project, the Borrower shall provide evidence that such building in the Project has satisfied all requirements for Placement in Service. As used herein, “Placement in Service” means with respect to the construction of the Project (or any phase of the Project), the occurrence of all events necessary to establish placement in service thereof for purposes of Section 1.46-3(d) of the Treasury Regulations, including, if applicable, the issuance of all necessary temporary or permanent certificates of occupancy from all applicable governmental jurisdictions or authorities with respect to the Project (or phase of the Project), as the case may be. 2.5 Permits, Licenses and Approvals The Borrower must obtain properly, comply with and keep in effect all permits, licenses and approvals required from Governmental Authorities in order to construct, occupy, operate and lease the units within the Project. The Borrower must deliver copies of all such permits, licenses and approvals to the Servicer promptly, and in any event within five (5) days after receipt thereof. To the extent permitted by law, the Borrower shall assign its rights in such permits, licenses and approvals to the Fiscal Agent as security for the Construction Phase Project Loan pursuant to the Assignment of Contracts (as defined on Exhibit C attached hereto and incorporated herein by this reference). 2.6 Purchase of Materials; Conditional Sales Contracts The Borrower may not purchase or contract for any materials, equipment, furnishings, fixtures or articles of personal property to be placed or constructed within the Project under any security agreement or other agreement where the seller reserves or purports to reserve title or the right of removal or repossession, or the right to consider them personal property after their incorporation in the work of construction, unless the Servicer in each instance has authorized the Borrower to do so in writing. 2.7 Site Visits; Right to Stop Work (a) The Servicer and its agents and representatives have the right to enter and visit the Project at any reasonable time and upon reasonable advance notice for the purposes of performing an appraisal, observing the work of construction and examining all materials, plans, specifications, working drawings and other matters relating to the construction. For purposes of these site visits, the Borrower must maintain at all times a full set of working drawings at the Project site. The Servicer has the right to examine, copy and audit the books, records, accounting data and other documents of the Borrower and its contractors relating to the Project or Construction of the Improvements. In each instance, the Servicer will give the Borrower reasonable notice before entering the Project and make reasonable efforts to avoid interfering with the Borrower’s use of the Project when exercising any of the rights granted in this Section 2.7. (b) Promptly following any reasonable demand by Servicer, Borrower shall correct or cause the correction of any structural defects in the Improvements, any work that fails to comply with the requirements of Section 2.2 and any material departures or deviations from the Plans and Specifications not approved in writing by Servicer. No requirement for correction of Vista Breeze Construction Disbursement Agreement 14 work by the Servicer will affect the Borrower’s obligation to complete the Improvements in accordance with the Pro Forma Schedule and on or before the Completion Deadline. (c) The Servicer has no duty to visit the Project, to supervise or observe construction or to examine any books or records. Any site visit, observation or examination by the Servicer is solely for the purpose of protecting the Servicer’s rights and interests. No site visit, observation or examination by the Servicer will impose any liability on the Servicer or result in a waiver of any default of the Borrower or be a representation that the Borrower is or will be in compliance with the Plans and Specifications, that the construction is free from defective materials or workmanship, or that the construction complies with all applicable Requirements. Neither the Borrower nor any other party is entitled to rely on any site visit, observation or examination by the Servicer. The Servicer owes no duty of care to protect the Borrower or any other party against, or to inform the Borrower or any other party about any negligent or defective design or Construction of the Improvements or any other adverse condition affecting the Project. 2.8 Protection Against Lien Claims The Borrower shall duly pay or otherwise discharge promptly all claims and liens for labor done and materials and services furnished in connection with the Construction of the Improvements. The Borrower has the right to contest in good faith any claim or lien, provided that it does so diligently and without prejudice to the Servicer or delay in completing the Improvements. Borrower shall notify Servicer of its intent to contest such claim or lien and, promptly upon the Servicer’s request, the Borrower must provide a bond sufficient to cause such lien to be released of record and otherwise reasonably satisfactory to the Servicer. 2.9 Records and Accounts The Borrower will (a) keep true and accurate records and books of account in which full, true and correct entries will be made in accordance with Generally Accepted Accounting Principles, which records and books will not be maintained on a consolidated basis with those of any other Person, including any Affiliate of the Borrower and (b) maintain adequate accounts and reserves for all taxes (including income taxes), depreciation and amortization of its properties, contingencies, and other reserves, all of which accounts shall not be commingled with accounts of any other Person, including any or Affiliate of the Borrower. 2.10 Financial Statements and Information The Borrower will deliver, or cause to be delivered, to the Servicer: (a) Financial Statements (including a detailed balance sheet) and cash flow statement of Borrower for each fiscal year as soon as reasonably practicable and in any event within one hundred twenty (120) days after the close of each fiscal year. (b) Financial Statements and real estate schedules providing details on each individual real property in the reporting party’s portfolio of each Guarantor for each fiscal year, as soon as reasonably practicable and in any event within one hundred twenty (120) days after the close of each fiscal year. Vista Breeze Construction Disbursement Agreement 15 (c) Concurrently with the delivery of the annual financial statements for Borrower and Guarantor referred to in clauses (a) and (b) above, duly completed compliance certificates in the form attached hereto as Exhibit L, together with all calculations and documentation required therein. (d) After the commencement of the leasing of the Project, for each month of each year Borrower shall deliver rent rolls (including tenants’ names, occupied tenant space, lease terms, rents, vacant space and proposed rents), including in each case a comparison to the Development Budget, as soon as reasonably practicable but in any event within forty -five (45) days after the end of each such month, certified in writing as true and correct by a representative of Borrower satisfactory to Servicer. Items provided under this paragraph shall be in form and detail satisfactory to Servicer. (e) After Completion of Construction and issuance of the temporary certificate of completion sufficient to permit the Improvements to be occupied, for each month of each year Borrower shall deliver property net operating statements which include all income and expenses in connection with the Project, but in any event within forty-five (45) days after the end of each month certified in writing as true and correct by a representative to Borrower satisfactory to Servicer. Items provided in this paragraph shall be in form and detail satisfactory to Servicer. (f) Copies of filed federal income tax returns and any extensions thereof of each Guarantor for each taxable year (with all K-1s and other forms and supporting schedules attached if an individual), within thirty (30) days after filing the same, but in any event not later than October 31st of each year for each Guarantor. (g) Additional Financial Reporting may be required at certain times, including but not limited to: during initial lease-up and stabilization, at times of current or potential tenant roll-over or as a result of local, regional or macro-economic market disturbance, or other situations whether within or outside of Borrower’s or Servicer’s control. If Additional Financial Reporting is required by Servicer, Borrower shall submit such reporting to Servicer within forty -five (45) days of each period end for which the statement is requested. Borrower will keep and maintain full and accurate books and records administered in accordance with sound accounting principles, consistently applied, showing in detail the earnings and expenses of the Property and the operation thereof. All Financial Statements shall be in form and detail reasonably satisfactory to Servicer and shall contain or be attached to the signed and dated written certification of the reporting party in form specified by Servicer to certify that the Financial Statements are furnished to Servicer in connection with the extension of credit by Servicer and constitute a true and correct statement of the reporting party’s financial position. All certifications and signatures on behalf of corporations, partnerships, limited liability companies or other entities shall be by a representative of the reporting party reasonably satisfactory to Servicer. All fiscal year-end Financial Statements of each Guarantor shall be on Servicer’s then-current personal financial statement form or in another form satisfactory to Servicer. All fiscal year-end Financial Statements for Borrower may be prepared by the applicable reporting party and shall include a minimum of financial statements, a balance sheet, income statement, and statement of cash flow. All Financial Statements for the Guarantors shall be on Servicer’s then-current personal financial statement form or in another form reasonably satisfactory to Servicer. Borrower shall Vista Breeze Construction Disbursement Agreement 16 provide, upon Servicer’s request, convenient facilities for the audit and verification of any such statement. Additionally, Borrower will provide Servicer at Borrower’s expense with all evidence that Servicer may from time to time reasonably request in writing as to compliance with all provisions of the Construction Phase Project Loan Documents 2.11 Insurance Borrower shall maintain the following insurance at its sole cost and expense: (a) Insurance against Casualty to the Property under a policy or policies covering such risks as are presently included in “special form” (also known as “all risk”) coverage, including such risks as are ordinarily insured against by similar businesses, but in any event including fire, lightning, windstorm, hail, explosion, riot, riot attending a strike, civil commotion, damage from aircraft, smoke, vandalism, malicious mischief and acts of terrorism. Such insurance shall name Servicer as mortgagee and loss payee. Unless otherwise agreed in writing by Servicer, such insurance shall be for the full insurable value of the Property, with a deductible amount, if any, satisfactory to Servicer. No policy of insurance shall be written such that the proceeds thereof will produce less than the minimum coverage required by this Section 2.11 by reason of co-insurance provisions or otherwise. The term “full insurable value” means one hundred percent (100%) of the actual replacement cost of the Property (excluding excavation costs and costs of underground flues, pipes, drains and other uninsurable items). (b) Comprehensive (also known as commercial) general liability insurance on an “occurrence” basis against claims for “personal injury” liability and liability for death, bodily injury and damage to property, products and completed operations, in limits satisfactory to Servicer with respect to any one occurrence and the aggregate of all occurrences during any given annual policy period. Such insurance shall name Servicer as an additional insured. (c) Workers’ compensation insurance for all employees of Borrower in such amount as is required by Law and including employer’s liability insurance, if required by Servicer. (d) During any period of construction upon the Property, Borrower shall maintain, or cause others to maintain, builder’s risk insurance (non-reporting form) of the type customarily carried in the case of similar construction for one hundred percent (100%) of the full replacement cost of work in place and materials stored at or upon the Property. (e) This Subsection (e) applies if and to the extent any portion of the Improvements, or any other structure on the Property, is or in the future may be, under the Flood Insurance Laws, in a Special Flood Hazard Area. Borrower shall obtain and maintain at Borrower’s sole expense, a flood insurance policy on the Improvements and any such other structure in an amount required by Servicer, but in no event less than the amount sufficient to meet the requirements of applicable Law, as such requirements may from time to time be in effect. The flood insurance policy shall be obtained as a condition to closing of the Construction Phase Project Loan, if existing improvements will be demolished before the Improvements are constructed or if the commencement of the Construction of the Improvements will occur within thirty (30) days after the closing of the Construction Phase Project Loan. If the commencement of the Construction of the Improvements will occur more than ninety (90) days after the closing of the Construction Vista Breeze Construction Disbursement Agreement 17 Phase Project Loan, Borrower shall deliver the flood insurance policy to Servicer at least sixty (60) days before the commencement of the Construction of the Improvements or any of the following, whichever is earliest to occur: (i) Borrower commences to install the foundation slab, regardless of whether such construction work is funded with Up-Front Equity or otherwise, (ii) the elevation certificate is issued, or (iii) Borrower submits the first Requisition and Bank Requisition for hard construction costs (other than for costs of installing the foundation slab, performing prelimina ry site work such as laying utilities or clearing brush, or the purchase and/or delivery of building materials) (the “First Construction Draw”). Notwithstanding the foregoing, if the lowest floor of the Improvements will be below the base flood elevation, the flood insurance policy shall be obtained at least sixty (60) days before the Improvements are walled and roofed, and in any event at least sixty (60) days before the First Construction Draw. Until the flood insurance policy is obtained, Borrower shall deliver to Servicer the Pre-Construction Certificate once per month. Each Pre-Construction Certificate shall be deemed to ratify and confirm, as of the date thereof, that the AIA Document G-702 and G-703 forms executed by each contractor and approved by Architect, together with the Development Budget, schedules, affidavits, releases, waivers, statements, invoices, Accounts Payable Lists, bills, and other documents, certificates and information submitted with the Pre-Construction Certificate are complete and correct, and in all respects what they purport and appear to be for the amount and period applicable to the Pre-Construction Certificate. In addition to the foregoing, if applicable, the Borrower shall obtain and maintain at the Borrower’s expense, a flood insurance policy on any building materials and supplies and any personal property contents owned by Borrower, as soon as a flood insurance policy on such building materials, supplies and contents can be obtained, to the extent the Servicer takes a security interest in such building materials, supplies, and/or personal property contents, in an amount required by the Servicer, but in no event less than the amount sufficient to meet the requirements of applicable Law, as such requirements may from time to time be in effect. (f) Loss of rental value insurance or business interruption insurance in an amount acceptable to Servicer. (g) Such other and further insurance as may be required from time to time by Servicer in order to comply with regular requirements and practices of Servicer in similar transactions including, if required by Servicer, boiler and machinery insurance, pollution liability insurance, wind insurance, volcano insurance, and earthquake insurance, so long as any such insurance is generally available at commercially reasonable premiums as determined by Servicer from time to time. In addition to the foregoing, Borrower shall cause the Contractor to provide and maintain comprehensive (commercial) general liability insurance and workers’ compensation insurance for all employees of the Contractor meeting, respectively, the requirements of Subsections (b) and (c), above. Each policy of insurance (i) shall be issued by one or more insurance companies each of which must have an A.M. Best Company financial and performance rating of A-:IX or better and are qualified, authorized, or licensed to do business in the state in which the Property is located to assume the risks covered by such policy, (ii) with respect to the insurance described under the preceding Subsections (a), (d), (e) and (f), shall have attached thereto standard non-contributing, non-reporting mortgagee clauses in favor of and entitling Servicer without contribution to collect Vista Breeze Construction Disbursement Agreement 18 any and all proceeds payable under such insurance, either as sole payee or as joint payee with Borrower, (iii) shall provide that such policy shall not be canceled or modified without at least thirty (30) days prior written notice to Servicer, and (iv) shall provide that any loss otherwise payable thereunder shall be payable notwithstanding any act or negligence of Borrower which might, absent such agreement, result in a forfeiture of all or a part of such insurance payment. Borrower shall promptly pay all premiums when due on such insurance and, not less than thirty (30) days prior to the expiration dates of each such policy, Borrower will deliver to Servicer acceptable evidence of insurance, such as a renewal policy or policies marked “premium paid” or other evidence satisfactory to Servicer reflecting that all required insurance is current and in force. Borrower will immediately give Notice to Servicer of any cancellation of, or change in, any insurance policy. Servicer shall not, because of accepting, rejecting, approving or obtaining insurance, incur any liability for (A) the existence, nonexistence, form or legal sufficiency thereof, (B) the solvency of any insurer, or (C) the payment of losses. Borrower may satisfy any insurance requirement hereunder by providing one or more “blanket” insurance policies, subject to Servicer’s approval in each instance as to limits, coverages, forms, deductibles, inception and expiration dates, and cancellation provisions. 2.12 Inspection of Project and Books, Appraisals (a) The Borrower shall permit each of the Governmental Lender, the Fiscal Agent and the Servicer upon reasonable notice at reasonable times during normal business hours, at the Borrower’s cost and expense, to visit and inspect the Project and all materials to be used in the construction and equipping thereof and shall cooperate with the Governmental Lender, the Fiscal Agent and the Servicer during such inspections (including making available working drawings of the Plans and Specifications); provided that this provision shall not be deemed to impose on the Governmental Lender, the Fiscal Agent, and/or the Servicer any obligation to undertake such inspections. (b) The Borrower shall permit the Governmental Lender, the Fiscal Agent and/or the Servicer, upon reasonable notice at reasonable times during normal business hours, at the Borrower’s cost and expense, to examine the books of account of the Borrower and the Project (and to make copies thereof and extracts therefrom) and to discuss the affairs, finances and accounts of the Borrower and the Project with, and to be advised as t o the same by, its officers, partners, or trustees, all at such reasonable times and intervals as the Governmental Lender, the Fiscal Agent and/or the Servicer may reasonably request; (c) Each of the Governmental Lender, the Fiscal Agent and the Servicer shall have the right to obtain from time to time updated Appraisals of the Project from a third-party appraiser satisfactory to, and engaged directly by, Governmental Lender, the Fiscal Agent, or Servicer. The cost of one such Appraisal, including any costs for internal review thereof, obtained by Governmental Lender, the Fiscal Agent, or the Servicer in any calendar year and the cost of each such Appraisal obtained by Governmental Lender, the Fiscal Agent, or the Servicer following the occurrence of an Event of Default shall be borne by Borrower and shall be paid by Borrower on demand. (d) The costs and expenses incurred by the Governmental Lender, the Fiscal Agent and/or the Servicer in obtaining such Appraisals or performing such inspections shall be Vista Breeze Construction Disbursement Agreement 19 paid by the Borrower promptly upon billing or request by the Governmental Lender, the Fiscal Agent and/or the Servicer, as the case may be, for reimbursement. 2.13 Compliance with Laws, Contracts, Licenses, and Permits The Borrower shall at all times comply with (a) all requirements of all applicable law, including the Controlled Substances Act and all applicable anti-money laundering Laws, (b) the provisions of its Organizational Documents, (c) all applicable decrees, orders and judgments, and (d) all licenses and permits required by applicable laws and regulations for the conduct of its business or the ownership, use or operation of its properties, including all Requirements. 2.14 Use of Proceeds In accordance with the Development Budget, the Borrower shall use the proceeds of the Construction Phase Project Loan solely for the purpose of paying for Costs of the Project. 2.15 Florida Construction Lien Law Borrower shall comply with the Florida Construction Lien Law, Chapter 713, Florida Statutes, including the Construction Contract Prompt Payment Law contained therein. 2.16 Further Assurance of Title If at any time the Servicer has reason to believe that any Construction Phase Project Loan disbursement is not secured or will or may not be secured by the Security Instrument as a first priority mortgage lien and security interest on the Project, then the Borrower shall, within ten (10) days after written notice from the Servicer, do all things and matters reasonably necessary, to assure to the reasonable satisfaction of the Servicer that any Construction Phase Project Loan disbursement previously made hereunder or to be made hereunder is secured or will be secured by the Security Instrument as a first priority mortgage lien and security interest on the Project, and the Servicer, at its option, may decline to approve any further Requisitions and Bank Requisitions until the Servicer has received such assurance. Nothing in this Section 2.16 shall limit the right of the Servicer, at the Borrower’s expense, to order searches of title from time to time and to require bringdowns or endorsements extending the effective date of the Title Policy in connection with the making of advances as herein set forth. 2.17 Solvency; Adequate Capital The Borrower shall: (a) Remain solvent and pay all of its indebtedness from its assets as the same become due and payable; and (b) Maintain adequate capital for the normal obligations reasonably foreseeable for a business of its size and character and in light of its contemplated business operations. 2.18 Management Contract Vista Breeze Construction Disbursement Agreement 20 (a) At all times, the Project shall be managed pursuant to a management contract with the Management Agent, which contract shall be terminable with or without cause by the Borrower or its successors as owners of the Project and shall otherwise be in form and substance reasonably satisfactory to the Servicer. The Borrower acknowledges that the Governmental Lender, the Fiscal Agent and the Servicer will rely on the Management Agent ’s experience in operating properties such as the Project as a means of maintaining the value of the collateral. In connection with the approval of the Management Agent, or any replacement management company: (i) the Management Agent or holder of the stock, membership interest or partnership interest therein, shall be a Person whose character, financial strength, stability and experience is acceptable to the Servicer and who shall have experience managing properties of a type and size reasonably similar to the Project; (ii) the Management Agent shall deliver all organizational documentation and other materials evidencing its experience acceptable to the Servicer; and (iii) if required by the Servicer the terms of any management contract shall provide for management fees to be subordinate to payments owed by the Borrower under the Construction Phase Project Loan Documents and otherwise must be acceptable to the Servicer in all respects. (b) The Borrower shall, from time to time, obtain from the Management Agent such certificates of estoppel with respect to compliance by the Borrower with the terms of the management contract as may be requested by the Servicer and the Fiscal Agent. (c) The Project shall be managed by the Management Agent pursuant to the Management Agreement. The Borrower acknowledges and agrees that Fiscal Agent, as assignee of the mortgagee under the Security Instrument pursuant to the Assignment, is and shall be a third- party beneficiary of the Management Agreement and any replacement management agreement. Any amendment, modification, extension, renewal, cancellation or termination of the Management Agreement, or any execution or delivery of any replacement management agreement, must first be approved in writing by the Servicer. 2.19 Negative Covenants of the Borrower The Borrower covenants and agrees that: (a) Restrictions on Easements and Covenants. Except for Permitted Encumbrances, Borrower will not create or suffer to be created or to exist any easement, right of way, restriction, covenant, condition, license or other right in favor of any Person which affects or might affect title to the Project or the use and occupancy of the Project or any part thereof without obtaining the prior written consent of Servicer, which shall not be unreasonably withheld or delayed so long as the proposed action is necessary for the operation of the Project for the purposes Vista Breeze Construction Disbursement Agreement 21 contemplated hereby and the proposed action does not materially impair the validity or priority of the lien of the Security Instrument; provided, however, that the Servicer’s consent shall not be required for utility, cable, and other similar easements necessary for the construction and operation of the Project. (b) Restrictions on Indebtedness. Without obtaining the prior written consent of the Servicer, the Borrower shall not create, incur, assume, guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than: (i) Indebtedness arising under the Construction Phase Project Loan Documents; (ii) Indebtedness arising in connection with the Subordinate Loans; (iii) current liabilities of the Borrower relating to the Project, incurred in the ordinary course of business but not incurred through (A) the borrowing of money, or (B) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; and (iv) Indebtedness relating to the Project, in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made. (c) Restrictions on Liens. The Borrower shall not subject the Project, or permit the Project to be subjected, to any lien or encumbrance, whether voluntarily, involuntarily or by operation of law or otherwise, except as permitted pursuant to the Security Instrument and except for any subordinate and junior liens securing any or all of the Subordinate Loans. (d) Transfers. Except as provided in Section 5.5 below, the Borrower shall not sell, assign, transfer, encumber, hypothecate, or otherwise dispose of, whether directly, indirectly, voluntarily or by operation of law or otherwise, (a) all or any part of the Project (or any direct or indirect interest in the Project), (b) any direct or indirect interest (whether legal, equitable or beneficial) in the Borrower or in any owner or holder of any direct or indirect interest in Borrower, or suffer or permit any such transfer, except as expressly permitted pursuant to the Security Instrument or this Agreement. (e) Merger, Consolidation, Conversion and Disposition of Assets (i) The Borrower shall not become a party to any merger or consolidation, or agree to or effect any asset acquisition or stock acquisition. (ii) The Borrower shall not convert into any other type of entity. (iii) The Borrower shall not seek the dissolution or winding up, in whole or in part, of the Borrower or voluntarily file, or consent to the filing Vista Breeze Construction Disbursement Agreement 22 of, a petition for bankruptcy, reorganization, assignment for the benefit of creditors or similar proceedings. (iv) Neither the Borrower nor the General Partner shall amend, supplement terminate or otherwise modify or waive any provision of its Organizational Documents or any documents relating to the contribution of equity by the partners of the Borrower without obtaining the prior written consent of the Servicer. Notwithstanding the foregoing, the Organizational Documents of the Borrower and the General Partner may be amended to provide for the reorganization of Borrower at or prior to the Conversion Date previously approved by Servicer and Permanent Lender, whereby the Managing General Partner will withdraw as a general partner and become a special limited partner and Administrative General Partner will become Managing General Partner (f) Sale and Leaseback. The Borrower shall not enter into any arrangement, directly or indirectly, whereby the Borrower shall sell or transfer any property owned by it in order then or thereafter to lease such property or lease other property that the Borrower intends to use for substantially the same purpose as the property being sold or transferred. (g) Controlled Substances. The Borrower shall not, and shall not suffer or permit a tenant under any lease to, violate any laws affecting the Property, including the Controlled Substances Act, or which could otherwise result in the occurrence of an Event of Default under Section 5.1, including the commencement of any proceedings under the Civil Asset Forfeiture Reform Act. Upon learning of any conduct contrary to this Section 2.19(g), Borrower shall immediately take all actions reasonably expected under the circumstances to terminate any such use of the Property, including: (a) to give timely notice to an appropriate law enforcement agency of information that led Borrower to know such conduct had occurred, and (b) in a timely fashion to revoke or make a good faith attempt to revoke permission for those engaging in such conduct to use the Property or to take reasonable actions in consultation with a law enforcement agency to discourage or prevent the illegal use of the Property. (h) Sanctions. The Borrower shall not, directly or indirectly, use the proceeds of the Construction Phase Project Loan, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, to fund the activities of or business with any Person, or in any country or territory, that, at the time of such funding, is the subject of sanctions, or in any other manner that will result in a violation by any Person (including any Person participating in the transaction being financed by the Construction Phase Project Loan, whether as underwriter, advisor, investor or otherwise) of sanctions. (i) Preservation of Tax Exemption. Borrower shall not take any action that would adversely affect the exclusion of interest on the Funding Loan from gross income for purposes of federal income taxation, nor omit or fail to take any action required to maintain the exclusion of interest on the Funding Loan from gross income for purposes of federal income taxation; provided, however, that the foregoing shall not be deemed violated by the Borrower or any partner thereof being deemed a “substantial user” (within the meaning of Section 147(a) of the Code) of the Project or a “related person” (as defined in Section 147(a) of the Code). Vista Breeze Construction Disbursement Agreement 23 (j) Agreements with Affiliates. Borrower shall not enter into any agreement, written or otherwise, directly or indirectly relating to the Project with an Affiliate of the Borrower without the prior written consent of the Servicer (k) Insufficient Private Activity Bonds. Notwithstanding any provision in the Funding Loan Agreement to the contrary, in the event that the Servicer or the Borrower (each an “Interested Party”) determines in good faith (a) that there may be insufficient private activity bond volume under Section 146 of the Code or carry-forward private activity bond volume under Section 103 of the Code (collectively, “Volume Cap”) that the Governmental Lender will be able to allocate to any future draws under the Funding Loan Agreement or (b) that it is in its best interest to fund the remaining unfunded Funding Loan under the Funding Loan Agreement in order to assure that interest on the Funding Loan Note will remain excludible from gross income for federal income tax purposes, then such Interested Party may provide a written letter of direction (a “Draw- Down Notice”) to the Initial Funding Lender Representative and the Fiscal Agent (and to the Servicer, if the Borrower is the Interested Party making the Draw -Down Notice) as provided below, to cause the remaining unfunded Funding Loan to be funded pursuant to the Funding Loan Agreement. The Draw-Down Notice, if given, shall contain the following sentence: “The [Servicer/Borrower] hereby elects to fund the remaining unfunded Funding Loan under the Funding Loan Agreement ($__________) effective ___________ (the “Final Draw-Down Date”).” The Final Draw-Down Date not being less than five (5) days from the date of the Draw- Down Notice and such notice shall be delivered in the manner provided for in Section 6.5 hereof. Any funds funded pursuant to this Section 2.19(k) shall be delivered to the Fiscal Agent for deposit into the Project Loan Fund and shall remain subject to the Requisition, Bank Requisition and procedures for funding and disbursement as set forth herein and in the Funding Loan Agreement. (l) The Borrower hereby agrees to comply with all of the following covenants (each, a “Tax Credit Covenant”): (i) To observe and perform all obligations imposed on the Borrower in connection with the Tax Credits, including the obligation to have the Project “placed in service” (within the meaning given in Section 42 of the Code) in a timely manner; and to operate the residential units of the Project, and to use the Borrower’s best efforts to cause all appropriate parties to operate the same, in accordance with all requirements, statutes, and regulations governing the Tax Credits; (ii) To preserve at all times the allocation and availability of the Tax Credits; (iii) Not to release, forego, alter, amend, or modify its rights to the Tax Credits without the Servicer’s prior written consent, which the Servicer may give or withhold in the Servicer’s reasonable discretion; (iv) Not to execute any residential lease of all or any portion of the Project which does not comply fully with all requirements, statutes, and regulations governing the Tax Credits, without the Servicer’s Vista Breeze Construction Disbursement Agreement 24 prior written consent, which the Servicer may give or withhold in the Servicer’s sole and absolute discretion; (v) To cause to be kept all records, and cause to be made all elections and certifications, pertaining to the number and size of apartment units, occupancy thereof by tenants, income level of tenants, set- asides for low-income tenants, and any other matters now or hereafter required to qualify for and maintain the Tax Credits in connection with the low-income occupancy of the Project; (vi) To comply with the appropriate minimum low-income set-aside requirements under the Code or applicable federal regulations (the “Federal Laws”) and all laws and regulations of the State (the “State Laws”) applicable to the creation, maintenance and continued availability of the Tax Credits; (vii) To certify compliance with the set-aside requirements and report the dollar amount of qualified basis and maximum applicable percentage, date of placement in service and any other information required for the Tax Credits at such time periods as required by Federal Laws or State Laws for such Tax Credits; (viii) To set aside the appropriate number of units for households with incomes meeting the required standards of the median income of the county in which the Project is located to qualify for the Tax Credits (as determined pursuant to Section 42 of the Code and/or State Laws), adjusted for family size, and to operate and maintain all such units as “low-income units” qualifying for the Tax Credits under Section 42(i)(3) of the Code and/or State Laws; (ix) To exercise good faith in all activities relating to the operation and maintenance of the Project in accordance with the requirement of Federal Laws and State Laws; and (x) To promptly deliver to the Servicer true and correct copies of all notices or other documents or communications received or given by the Borrower with regard to or relating in any way to the Borrower’s partnership interests and/or the Tax Credits. Immediately upon receipt thereof, the Borrower shall deliver to the Servicer a copy of (i) the fully-executed allocation of Tax Credits for the Project; (ii) the basis audit (as required by Section 42 of the Code) for the Project (including a certificate of the Borrower’s accountant or attorneys if requested by the Servicer); (iii) the first annual income certification for all tenants of the Project showing that the tenants are qualified for purposes of the Borrower’s obtaining Tax Credits, and (iv) the fully-completed Form 8609 (required by the Code) issued for the Project. The Borrower shall deliver promptly to the Servicer such Vista Breeze Construction Disbursement Agreement 25 other certificates, income certificates, reports and information as the Servicer may request. The Borrower understands and acknowledges that the Initial Funding Lender is making the Funding Loan based, in part, upon the value of the Tax Credits, and the Tax Credits, directly or indirectly, constitute part of Fiscal Agent’s security on behalf of the Initial Funding Lender, for the obligations of the Borrower in connection with the Construction Phase Project Loan. The Borrower agrees to indemnify, defend, and hold the Servicer and the Initial Funding Lender harmless for, from, and against any and all actions, suits, claims, demands, liabilities , losses, damages, obligations, and costs or expenses, including litigation costs and reasonable attorneys’ fees, arising from or in any way connected with the Borrower’s failure to comply with one or more Tax Credit Covenants, excepting those arising out of, or resulting, solely from the gross negligence or willful misconduct of the Servicer and/or the Initial Funding Lender, in each instance as determined by a non-appealable judgment by a court of competent jurisdiction as the case may be. 2.20 Leasing (a) The Servicer (and all other parties whose approval is required) must approve the Borrower’s standard form of residential lease or rental agreement prior to its use by the Borrower. The Borrower may not materially modify the approved standard form of residential lease without the Servicer’s prior written consent in each instance (which consent shall not be unreasonably withheld), together with the approval of all other parties whose consent is required. Borrower shall not enter into any lease of all or any part of the Project without the Servicer’s written approval as to form and substance. Notwithstanding the foregoing, the Borrower may enter into residential leases (and amendments) in the ordinary course of business with bona fide third party tenants without the Servicer’s prior written consent if the Borrower uses the approved standard form of residential lease (without material modification) and: (i) Within fifteen (15) days after the Servicer’s written request therefor, the Servicer receives a copy of the executed lease (accompanied by all financial information and certificates obtained by the Borrower pertaining to the tenant); (ii) The Borrower, acting in good faith and exercising due diligence, has determined that the tenant qualifies as a low-income family for purposes of meeting the requirements for obtaining Tax Credits; (iii) The lease meets the standards required by Section 42 of the Code; (iv) The lease meets the requirements of the Servicer, the Governmental Lender and the Investor Limited Partner; (v) The lease reflects an arm’s-length transaction and, so long as this Agreement is in effect, conforms to the projections of the Pro Forma Schedule attached hereto; Vista Breeze Construction Disbursement Agreement 26 (vi) The lease does not affect more than one (1) residential unit within the Improvements and is for a minimum term of six (6) months and a maximum term of twelve (12) months, unless otherwise agreed in writing by the Servicer; and (vii) So long as this Agreement is in effect, the lease, together with all leases previously executed, does not cause the Construction Phase Project Loan to become “out of balance” as that term is defined herein. The Borrower acknowledges that the Construction Phase Project Loan may become “out of balance” if the landlord’s aggregate economic obligations under the leases exceed, or the net operating income from the Project fails to meet, the Borrower’s projections for such obligations, thereby increasing the cost or decreasing the value of the Project. (b) The Servicer in the exercise of its sole but reasonable discretion may consider any executed lease it receives to be unsatisfactory if the lease fails to meet any of the requirements of this Agreement. If this happens, or if the Borrower at any time fails to submit any executed lease (and accompanying information) at the time required by this Section, or if any Event of Default has occurred and is continuing, the Servicer may make written demand on the Borrower to submit all future leases for the Servicer’s approval prior to execution. The Borrower must comply with any such demand by the Servicer. (c) The Servicer’s approval of any lease is for the sole purpose of protecting the Servicer’s security and preserving the Servicer’s rights under the Construction Phase Project Loan Documents. No approval by the Servicer will result in a waiver of any default of the Borrower. In no event will the Servicer’s approval of any lease be a representation of any kind with regard to the lease, its enforceability or the financial capacity of any tenant or guarantor. (d) The Borrower must perform all obligations required to be performed by it as landlord under any lease affecting any part of the Land or any space within the Improvements. 2.21 Further Assurances (a) Regarding Construction. The Borrower shall furnish or cause to be furnished to the Governmental Lender, the Fiscal Agent and the Servicer all instruments, documents, boundary surveys, ALTA as-built surveys, certificates, plans and specifications, title and other insurance, reports and agreements and each and every other document and instrument required to be furnished by the terms of this Agreement or the other Construction Phase Project Loan Documents, all at the Borrower’s expense. (b) Regarding Preservation of Collateral. The Borrower shall execute and deliver to the Governmental Lender, the Fiscal Agent and the Servicer such further documents, instruments, assignments and other writings, and will do such other acts necessary or desirable, to preserve and protect the collateral at any time securing or intended to secure the obligations of the Borrower under the Construction Phase Project Loan Documents, as the Governmental Lender, the Fiscal Agent and/or the Servicer may require. (c) Regarding this Agreement. The Borrower will cooperate with, and shall do such further acts and execute such further instruments and documents as the Governmental Lender, Vista Breeze Construction Disbursement Agreement 27 the Fiscal Agent and/or the Servicer shall reasonably request to carry out to its or their satisfaction the transactions contemplated by this Agreement and the other Construction Phase Project Loan Documents. (d) Bank of Account. The Borrower shall utilize Servicer as its principal bank of account; including all construction disbursement, operating accounts, and reserve accounts, excluding, however, the Project Account, the Borrower Equity Account and any other accounts required by the Funding Loan Agreement to be maintained with the Fiscal Agent. (e) General. At any time, and from time to time, upon request by Servicer, Borrower will, at Borrower’s expense, (a) promptly correct any defect, error or omission herein or in any Construction Phase Project Loan Document, (b) execute, acknowledge, deliver, procure, record or file such further instruments and do such further acts as Servicer deems reasonably necessary, to carry out the purposes of this Agreement and/or the other Construction Phase Project Loan Documents and to identify and subject to the liens and security interest of the Construction Phase Project Loan Documents any property intended to be covered thereby, including any renewals, additions, substitutions, replacements or appurtenances to the Project, (c) execute, acknowledge, deliver, procure, file or record any document or instrument Servicer deems necessary, desirable or proper to protect the liens or the security interest under this Agreement or under the other Construction Phase Project Loan Documents against the rights or interests of third persons, and (d) provide such certificates, documents, reports, information, affidavits and other instruments and do such further acts deemed reasonably necessary by Servicer to comply with the requirements of any Governmental Authority having jurisdiction over Servicer. Upon any failure by Borrower to do so, Servicer may make, execute and record any and all such instruments, certificates and other documents for and in the name of Borrower, all at the sole expense of Borrower, and Borrower hereby appoints Servicer the agent and attorney-in-fact of Borrower to do so, this appointment being coupled with an interest and being irrevocable. Without limitation of the foregoing, Borrower irrevocably authorizes Servicer at any time and from time to time to file any initial financing statements, amendments thereto and continuation statements deemed necessary or desirable by Servicer to establish or maintain the validity, perfection and priority of the security interests granted in the Security Instrument or hereunder, and Borrower ratifies any such filings made by Servicer, Fiscal Agent and/or Governmental Lender prior to the date hereof. In addition, at any time, and from time to time, upon request by Servicer, Borrower will, at Borrower’s expense, provide any and all further instruments, certificates and other documents as may, in the opinion of Servicer, be necessary or desirable in order to verify Borrower’s identity and background in a manner satisfactory to Servicer, in exercising its sole reasonable judgment. 2.22 Signs and Publicity At the Servicer’s request, the Borrower will identify the Servicer and its affiliates as the “construction lender” on any signs posted on the Project pertaining to the funding sources and use its best efforts to identify the Servicer in publicity concerning the project. In the alternative, with the Borrower’s consent, which may not be unreasonably withheld, the Servicer may post signs on the Project identifying itself as the construction lender for the Project. The Servicer may refer to the Project in its own promotional and advertising materials. The Borrower may not otherwise identify the Servicer as the construction lender, except with the Servicer’s prior written consent in each instance. Vista Breeze Construction Disbursement Agreement 28 2.23 Cooperation The Borrower shall cooperate at all times with the Servicer in bringing about the timely Completion of the Project, and the Borrower shall resolve all disputes arising during the Construction of the Improvements in a manner allowing work to proceed expeditiously. 2.24 Income from Property The Borrower shall first apply all income, if any, from leases, and all other income derived from the Project, to pay costs and expenses associated with the ownership, maintenance, construction, operation, and marketing of the Land and Improvements, including all amounts then required to be paid under the Construction Phase Project Loan Documents, before using or applying such income for any other purpose. All Net Monthly Cash Income shall be used first to pay monthly interest payments coming due under the Construction Phase Project Loan Documents except as otherwise provided in the Construction Phase Project Loan Documents. Prior to Conversion, Borrower may not distribute any income to any of its partners, members, or shareholders, allow any partner, member, or shareholder to withdraw capital or make any payments on indebtedness owed to any member, partner or shareholder. For purposes hereof, “Net Monthly Cash Income” shall mean all actual cash income received from the Project during a calendar month less the actual operating expenses incurred for or attributable to the Project, but not including debt service payable in respect of the Construction Phase Project Loan. For the avoidance of doubt, fees paid to the Manager in accordance with the Management Agreement are recognized as operating expenses and not as a distribution of income that is prohibited hereunder. 2.25 Payment of Expenses The Borrower shall pay, upon Servicer’s written demand, the Servicer’s reasonable costs and expenses incurred in connection with the disbursement and administration of the Construction Phase Project Loan. The Borrower shall also pay to the Servicer, on or before the Closing Date, an origination fee for the initial Servicer’s agreement to service the Construction Phase Project Loan in the amount equal to one percent (1.00%) of the maximum principal amount of the Construction Phase Project Loan. The Borrower must also pay any and all the Servicer’s costs and expenses incurred in connection with the exercise of any of the Servicer’s rights or remedies under this Agreement. Such costs and expenses include charges for title insurance (including endorsements), filing, recording and escrow charges, fees for appraisal, architectural and engineering review, construction services and environmental services, mortgage taxes, document review and preparation, legal fees and expenses of the Servicer’s counsel and any other reasonable fees and costs for services, required by Servicer in exercising its reasonable judgment, regardless of whether such services are furnished by the Servicer’s employees or agents or independent contractors. 2.26 Notices The Borrower must notify the Servicer promptly in writing of: (a) Any investigation by any Governmental Authority following Borrower’s knowledge thereof, or any litigation, arbitration or other proceeding instituted or threatened in Vista Breeze Construction Disbursement Agreement 29 writing against Borrower, General Partner, any Guarantor or the Project, including pursuant to the Controlled Substances Act, anti-money laundering Laws, or the Civil Asset Forfeiture Reform Act, and any material development therein; except for litigation affecting the Borrower, the General Partner, or any Guarantor, where the amount claimed is fully covered by insurance beyond the deductible amount has been approved by Servicer; (b) Any written or oral communication the Borrower receives from any Governmental Authority giving notice of any claim or assertion that the Land or Improvements fail in any respect to comply with any of the Requirements or any other applicable governmental law; (c) Any material adverse change in the physical condition of the Project (including any damage suffered as a result of earthquakes or floods); (d) Any material adverse change in the Borrower’s or the General Partner’s financial condition or operations, including a change in management of the Borrower or the General Partner; (e) Any default by the Contractor or any subcontractor, material supplier or surety, or any material adverse change in the financial condition or operations of any of them; and 2.27 Keeping Guarantor Informed The Borrower shall keep Guarantor informed of the Borrower’s financial condition and business operations, the condition and all uses of the Project, including all changes in condition or use, and any and all other circumstances that might affect the Borrower’s ability to pay or perform its obligations under the Construction Phase Project Loan Documents. 2.28 Performance of Acts Upon the Servicer’s request, the Borrower shall perform all acts necessary or advisable to perfect any lien or security interest provided for in the Construction Phase Project Loan Documents or to carry out the intent of the Construction Phase Project Loan Documents. 2.29 Capital Contributions of Investor Limited Partner (a) The Borrower shall enforce Investor Limited Partner’s obligations to make the Capital Contributions in at least the amounts required pursuant to the Partnership Agreement, as it exists as of the date of this Agreement, at the times and in the amounts specified therein. (b) The Partnership Agreement provides for the payment by Investor Limited Partner of its Capital Contributions in four (4) installments (referred herein, respectively, as the “First Installment”, “Second Installment”, “Third Installment”, and “Fourth Installment”), according to the following schedule (the “Investor Limited Partner Capital Contribution Schedule”): Installment Capital Contribution Deadline Vista Breeze Construction Disbursement Agreement 30 First Installment $5,262,186 Closing Date Second Installment $10,524,371 Upon the satisfaction of the conditions set forth in Section 5.1A(ii) of the Partnership Agreement Third Installment $9,866,598 Upon the satisfaction of the conditions set forth in Section 5.1A(iii) of the Partnership Agreement Fourth Installment $657,773 Upon the satisfaction of the conditions set forth in Section 5.1A(iv) of the Partnership Agreement (1) The First Installment shall be used in accordance with the Development Budget to fund the initial development costs of the Project (prior to or in conjunction with the first disbursement). (2) A portion of the Third Installment, shall be applied (i) first, to make a principal payment to Servicer on account of the Construction Phase Project Loan such that the principal amount of the Construction Phase Project Loan as reduced by the Third Installment to an amount not more than $11,875,000; then (ii) second, to be used to pay construction costs; then (iii), third, to be transferred to the Servicer to pay interest when due on the remaining outstanding principal balance of the Construction Phase Project Loan; and (iv) provided that no Event of Default then exists, any balance to the Borrower. The failure of the Investor Limited Partner to fund its Capital Contributions in accordance with the Investor Limited Partner Capital Contribution Schedule shall not be a defense of the Borrower to payment in full or the portion of the Construction Phase Project Loan at maturity or upon the acceleration thereof following the occurrence and continuance of an Event of Default. 2.30 Compliance with Anti-Terrorism Regulations (a) None of the Related Persons will be included in, owned by, Controlled by, act for or on behalf of, provide assistance, support, sponsorship, or services of any kind to, or otherwise associate with any of the Persons referred to or described in any list of persons, entities, and governments issued by the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”) pursuant to Executive Order 13224 – Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism, Vista Breeze Construction Disbursement Agreement 31 as amended (“Executive Order 13224”), or any similar list issued by OFAC or any other department or agency of the United States of America (collectively, the “OFAC Lists”). (b) Borrower will comply at all times with the requirements of Executive Order 13224; the International Emergency Economic Powers Act, 50 U.S.C. Sections 1701-06; the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”); the Iraqi Sanctions Act, Pub. L. 101-513, 104 Stat. 2047-55; the United Nations Participation Act, 22 U.S.C. Section 287c; the Antiterrorism and Effective Death Penalty Act, (enacting 8 U.S.C. Section 219, 18 U.S.C. Section 2332d, and 18 U.S.C. Section 2339b); the International Security and Development Cooperation Act, 22 U.S.C. Section 2349 aa -9; the Terrorism Sanctions Regulations, 31 C.F.R. Part 595; the Terrorism List Governments Sanctions Regulations, 31 C.F.R. Part 596; the Foreign Terrorist Organizations Sanctions Regulations, 31 C.F.R. Part 597; the Bank Secrecy Act, Pub. L. 91-508, 84 Stat. 1114, 1118; the Trading with the Enemy Act, 50 U.S.C. App. Section 1 et seq.; the laws relating to prevention and detection of money laundering in 18 U.S.C. Sections 1956 and 1957 and any similar laws or regulations currently in force or hereafter enacted (collectively, the “Anti-Terrorism Regulations”). (c) If Borrower becomes aware or receives any notice that any of the Related Persons are named on any of the OFAC Lists (such occurrence, an “OFAC Violation”), Borrower will immediately (i) give notice to Servicer of such OFAC Violation, and (ii) comply with all laws applicable to such OFAC Violation (regardless of whether the party included on any of the OFAC Lists is located within the jurisdiction of the United States of America), including, without limitation, the Anti-Terrorism Regulations, and Borrower hereby authorizes and consents to Servicer’s taking any and all steps Servicer deems necessary, in its sole discretion, to comply with all Laws applicable to any such OFAC Violation, including, without limitation, the requirements of the Anti-Terrorism Regulations (including the “freezing” and/or “blocking” of assets). (d) Upon Servicer’s request from time to time during the term of the Construction Phase Project Loan, Borrower agrees to deliver a certification in favor of Servicer confirming that the representations and warranties set forth in this Agreement remain true and correct as of the date of such certificate and confirming Borrower’s compliance with this Section. Borrower also agrees to cooperate with Servicer, and to cause each Related Person to cooperate with Servicer, in providing such additional information and documentation on Borrower’s and such Related Person’s legal or beneficial ownership, policies, procedures and sources of funds as Servicer deems necessary or prudent to enable Servicer to comply with the Anti-Terrorism Laws as now in existence or hereafter amended. From time to time upon the written request of Servicer, Borrower shall deliver to Servicer a schedule of the name, legal domicile, address and jurisdiction of organization, if applicable, for each Related Party and each holder of a legal interest in any Borrower. 2.31 Subordinate Loan Documents Borrower has furnished to Servicer true, correct and complete copies of all Subordinate Loan Documents. There is no default or event which upon notice or lapse of time or both would constitute a default under any of the Subordinate Loan Documents and the Subordinate Loan Documents remain in full force and effect. None of the Subordinate Loan Documents have been Vista Breeze Construction Disbursement Agreement 32 amended, restated, supplemented or otherwise modified, except as otherwise expressly disclosed to Servicer in writing. 2.32 Payment and Performance Bonds Borrower shall furnish an unconditional payment and performance bonds in the amount of the Construction Contract, such bond to be acceptable in form and substance to Servicer in its sole discretion and issued by a surety authorized to do business in the state of Florida and otherwise acceptable in form and substance to Servicer. A copy of the payment bond shall be attached to and recorded with the Notice of Commencement as required by Chapter 713, Florida Statutes to be recorded in the appropriate public records prior to commencement of construction. 2.33 Financial Covenants Borrower shall comply with and shall cause the Guarantor to comply with the terms and conditions of Exhibit N with respect to financial covenants as described therein. 2.34 Adjustment of Condemnation and Insurance Claims The Borrower shall give prompt notice to Servicer of any Casualty or any Condemnation or threatened Condemnation. The Servicer is authorized, at its sole and absolute option, to commence, appear in and prosecute, in its own or the Borrower’s name, any action or proceeding relating to any Condemnation or Casualty, and to make proof of loss for and to settle or compromise any Claim in connection therewith. In such case, the Servicer shall have the right to receive all Condemnation Awards and Insurance Proceeds, and may deduct therefrom any and all of its Expenses. However, so long as no Event of Default has occurred and is continuing, an d the Borrower is diligently pursuing its rights and remedies with respect to a Claim, the Servicer will obtain the Borrower’s written consent (which consent shall not be unreasonably withheld or delayed) before making proof of loss for or settling or compromising such Claim. The Borrower agrees to diligently assert its rights and remedies with respect to each Claim and to promptly pursue the settlement and compromise of each Claim subject to the Servicer’s approval, which approval shall not be unreasonably withheld or delayed. If, prior to the receipt by Servicer of any Condemnation Award or Insurance Proceeds, the Property shall have been sold pursuant to the provisions of the Security Instrument, the Servicer shall have the right to receive such funds (a) to the extent of any deficiency found to be due upon such sale with interest thereon (whether or not a deficiency judgment on the Security Instrument shall have been sought or recovered or denied), and (b) to the extent necessary to reimburse the Governmental Lender or Servicer for its Expenses. If any Condemnation Awards or Insurance Proceeds are paid to the Borrower, the Borrower shall receive the same in trust for the Governmental Lender. Within ten (10) days after the Borrower ’s receipt of any Condemnation Awards or Insurance Proceeds, the Borrower shall deliver such awards or proceeds to the Servicer in the form in which they were received, together with any endorsements or documents that may be necessary to effectively negotiate or transfer the same to the Servicer. The Borrower agrees to execute and deliver from time to time, upon the request of the Servicer, such further instruments or documents as may be requested by the Governmental Lender or the Servicer to confirm the grant and assignment to the Servicer of any Condemnation Awards or Insurance Proceeds. In the event of any discrepancies between this Section and the Security Instrument, the Security Instrument shall control. Vista Breeze Construction Disbursement Agreement 33 2.35 Utilization of Net Proceeds (i) Net Proceeds must be utilized either for payment of the obligations under the Construction Phase Project Loan Documents or for the restoration of the Property. Net Proceeds may be utilized for the restoration of the Property only if no default shall exist and only if in the reasonable judgment of the Servicer (i) there has been no material adverse change in the financial viability of the construction or operation of the Improvements, (ii) the Net Proceeds, together with other funds deposited with the Fiscal Agent or the Servicer for that purpose, are sufficient to pay the cost of the restoration pursuant to a budget and plans and specifications approved by the Servicer, and (iii) the restoration can be completed prior to the Completion Deadline and prior to the date, if any required by the Construction Phase Project Loan Documents and/or the Partnership Agreement and in all events prior to the Forward Commitment Maturity Date in order for Conversion to occur on or before the Forward Commitment Maturity Date. Otherwise, Net Proceeds shall be utilized for payment of the obligations under the Construction Phase Project Loan Documents. (ii) If Net Proceeds are to be utilized for the restoration of the Property, the Net Proceeds, together with any other funds deposited with the Fiscal Agent or the Servicer for that purpose, must be deposited in an interest-bearing account with the Fiscal Agent or the Servicer, which account will be assigned to the Governmental Lender as additional security for the Construction Phase Project Loan. The account will be opened, managed and controlled in a manner consistent with, and subject to, the provisions of Section 1.2, including those provisions permitting the Servicer to require the Borrower to deposit funds in the event of a deficiency in the funds available to complete restoration as herein contemplated. Disbursements of funds from the account will be made in a manner consistent with, and subject to, the requirements for the closing and funding of the Construction Phase Project Loan and the terms of this Agreement regarding the disbursement of Construction Phase Project Loan proceeds. (iii) The Borrower acknowledges and agrees that the Governmental Lender and/or Servicer may consult with Permanent Lender in connection with any proposed use or utilization of Net Proceeds as required by the terms of the Forward Purchase Agreement. In the event of any discrepancies between this Section and the Security Instrument, the Security Instrument shall control. 2.36 HOME Funds Borrower acknowledges and agrees that if the HOME Loan is not fully funded in accordance with the HOME Loan Documents and Borrower does not find substitute funds in the same amount during the term of the Construction Phase Project Loan, then, in order to maintain the Development Budget, Borrower and/or Guarantor shall use their own funds to replace any amount of the HOME Loan that is not disbursed. 2.37 Property Tax Exemption Borrower shall take all necessary actions required to qualify the Project for the Property Tax Exemption and will provide evidence to Servicer that the Project has qualified for the Property Tax Exemption and the Property is exempt from all real property taxes and assessments by Vista Breeze Construction Disbursement Agreement 34 December 31 of the year in which the Project or any building within the Project first obtains a temporary certificate of occupancy. 2.38 Impact Fees Borrower shall comply with those certain restrictions imposed on the land pursuant to (i) those certain Affordable/Workforce Housing Covenants and (ii) those certain Covenants in Favor of Miami-Dade County Relating to Exemption From Educational Facilities Impact Fee for Elderly Housing (collectively, the “Impact Fee Covenants”). In the event that Borrower fails to comply with any or all of the Impact Fee Covenants, Borrower shall pay the applicable impact fee (each an “Impact Fee”, and collectively, the “Impact Fees”) then immediately due and payable. 3. Pro Forma Schedule (a) The Borrower has prepared and the Servicer has approved the Pro Forma Schedule attached as Exhibit F. (b) The Borrower understands and acknowledges that the Servicer, in agreeing to enter into this Agreement, has relied on the Borrower’s projections as set forth in the Pro Forma Schedule. At all times, the Borrower must use its best efforts to meet the projections of the currently approved Pro Forma Schedule. (c) Whenever the Borrower knows or believes there has been or will be a material failure to meet the projections of the Pro Forma Schedule, the Borrower must submit to the Servicer for its approval a revised Pro Forma Schedule in the form of Exhibit F. Also, whenever the Servicer in its reasonable judgment determines that there has been or will be a material failure to meet such projections, the Servicer may make written demand on the Borrower to submit a revised Pro Forma Schedule to the Servicer for its approval. The Borrower must submit a revised Pro Forma Schedule to the Servicer within fifteen (15) days after any such demand. (d) Any revised Pro Forma Schedule must identify any changes in any projections or other economic terms and be accompanied by the Borrower’s statement of reasons for the changes. The Borrower must execute such documentation and provide such endorsements to the Servicer’s title insurance policy as the Servicer may reasonably require in connection with the revised Pro Forma Schedule. The Servicer need make no further disbursements unless and until it approves the revised Pro Forma Schedule. The Servicer reserves the right to approve or disapprove any Pro Forma Schedule in its reasonable judgment. The most recently approved Pro Forma Schedule supersedes all previously approved Pro Forma Schedules. 4. Representations and Warranties The Borrower promises that each representation and warranty set forth below is true, accurate and correct as of the date of this Agreement. Each Bank Requisition, as described in Section 4.1 of Exhibit E, will be deemed a reaffirmation of each and every representation and warranty made by the Borrower in this Agreement. 4.1 Authority; Enforceability Vista Breeze Construction Disbursement Agreement 35 The Borrower and General Partner have complied with any and all laws and regulations concerning their organization, existence and the transaction of their business. The Borrower has the right and power to lease the Land pursuant to the Ground Lease and to own the Improvements and to construct the Improvements as contemplated in the Construction Phase Project Loan Documents. The Borrower and General Partner are authorized to execute, deliver and perform under the Construction Phase Project Loan Documents to which each of them is a party. Those documents executed by Borrower and/or General Partner are valid and binding obligations of the Borrower and General Partner, as applicable. The Borrower possesses, and will at all times possess, all franchises, patents, copyrights, trademarks, trade names, licenses and permits, and rights in respect of the foregoing, adequate for the conduct of its business substantially as now conducted or as it is intended to be conducted with respect to the Project, without known conflict with any rights of others. The Borrower is not subject to any charter, partnership or other legal restriction, or any judgment, decree, order, rule or regulation that has or is expected in the future to have a materially adverse effect on the business assets or financial condition of the Borrower. The Borrower is not, and will not be, a party to any contract or agreement that has or is expected, in the judgment of the Borrower’s Managing General Partner, to have any materially adverse effect on the business or financial condition of the Borrower. 4.2 Compliance; No Violation (a) The Borrower is familiar and, to the best of its knowledge, has complied with, or prior to the time required will comply with, all of the Requirements, as well as all other applicable laws, regulations and ordinances. The Borrower has properly obtained, or prior to commencing construction of any portion of the Improvements for which a permit is required will obtain, all permits, licenses and approvals necessary to construct the Improvements. The Borrower will properly obtain all permits, licenses and approvals necessary to occupy, operate and lease the Improvements prior to the Completion Deadline. The Borrower has delivered, or within five (5) days after receipt of each will deliver, to the Servicer true and correct copies of each permit, license and approval referred to in this Section. No information or fact exists that would reasonably cause the Borrower to believe that all permits, licenses and approvals required to construct, occupy, operate, market and lease the Improvements will not be readily and properly obtainable as and when needed for the construction and operation of the Improvements in the manner contemplated hereby and by the other Construction Phase Project Loan Documents. No provision or obligation of the Borrower or General Partner contained in any of the Construction Phase Project Loan Documents violates any of the Requirements, any other applicable law, regulation or ordinance or any order or ruling of any court or Governmental Authority. No such provision or obligation conflicts with, or constitutes a breach or default under, any agreement binding or regulating the Project. There has not been and shall never be committed by the Borrower or any other Person in occupancy of or involved with the operation or use of the Project any act or omission affording any Governmental Authority the right of forfeiture as against the Project or any part thereof any moneys paid in performance of the Borrower’s obligations under any Construction Phase Project Loan Document, including, without limitation, as may be provided for in the Controlled Substances Act. 4.3 Legal Actions Vista Breeze Construction Disbursement Agreement 36 There are no Claims or investigations, to the best of Borrower ’s knowledge and belief, by or before any court or Governmental Authority, pending, or to the best of Borrower ’s knowledge and belief, threatened against or affecting Borrower, Borrower’s business or the Property. There is no action, suit or proceeding by or before any court or Governmental Authority or any arbitrator involving Borrower, any Guarantor or the Property with respect to the Controlled Substances Act, any anti-money laundering Laws, or the Civil Asset Forfeiture Reform Act that is pending or, to Borrower’s knowledge, threatened. Borrower is not in default with respect to any order, writ, injunction, decree or demand of any court or any Governmental Authority affecting Borrower or the Property. 4.4 Financial Information All financial information delivered to the Servicer, including all information relating to the financial condition of the Borrower, General Partner, any Guarantor or the Project fairly and accurately represents the financial condition being reported on as of the date of such information. All such information is prepared in accordance with Generally Accepted Accounting Principles consistently applied, unless otherwise noted. There has been no material adverse change in any financial condition reported at any time to the Servicer except as previously disclosed to the Servicer in writing in later financial information and found acceptable to the Servicer. The Borrower has disclosed to the Servicer any and all leases affecting the Project or any portion of or interest in it. 4.5 Accuracy All reports, documents, instruments, information and forms of evidence prepared by Borrower, General Partner, or any Guarantor and delivered to the Servicer concerning the Construction Phase Project Loan or required by the Construction Phase Project Loan Documents are accurate, correct and sufficiently complete to give the Servicer true and accurate knowledge of their subject matter. None of them contains any misrepresentation or omission. Borrower has no knowledge that such reports, documents, instruments, information and forms of evidence prepared by third parties are accurate, correct and sufficiently complete to give the Servicer true and accurate knowledge of their subject matter. 4.6 Construction Phase Project Loan in Balance; Adequacy of Construction Phase Project Loan The Construction Phase Project Loan is “in balance,” and the undisbursed Construction Phase Project Loan proceeds, Capital Contributions and Subordinate Loans, as shown in the Development Budget, are sufficient to construct the Improvements in accordance with the Plans and Specifications and to accomplish the purposes contemplated by the Construction Phase Project Loan Documents. 4.7 Taxes The Borrower, General Partner and Guarantor (i) have made or filed, and will make or file in a timely fashion, all federal and state income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) have paid, and will pay when due, all taxes Vista Breeze Construction Disbursement Agreement 37 and other governmental assessments and charges shown or determined to be due on such returns, reports and declarations, including without limitation any Impact Fees that may become due and payable to the County, except those being contested in good faith and by appropriate proceedings, (iii) if a partnership, limited liability partnership or limited liability company, have, and will maintain, partnership tax classification under the Code, and (iv) have set aside, and will at all times set aside, on its books provisions reasonably adequate for the payment of all taxes for periods subsequent to the period to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the partners, officers, members or trustees of the Borrower know of no basis for any such claim. The Borrower has filed, and will continue to file, all of such tax returns, reports, and declarations either (x) separately from any Affiliate or (y) if part of a consolidated filing, as a separate member of any such consolidated group. 4.8 Utilities All utility services, including gas, water, sewage, electrical and telephone, necessary to develop and occupy the Land and Improvements are available at or within the boundaries of the Land. In the alternative, the Borrower has taken all steps necessary to assure that all utility services will be available upon Completion of the Improvements. 4.9 Tax Certificate Each of the certifications, representations, warranties, statements, information and descriptions contained in the Tax Certificate is hereby incorporated into this Agreement by reference, as if fully set forth herein. The Borrower has furnished to the Governmental Lender in the Tax Certificate all information necessary for the Governmental Lender to file an IRS Form 8038 with respect to the Funding Loan, and all of such information is and will be on the date of filing, true, complete and correct. 4.10 Bankruptcy Filing The Borrower is not contemplating either the filing of a petition by it or by General Partner under any state or federal bankruptcy or insolvency law or the liquidation of all or a major portion of its property, and the Borrower has no knowledge of any Person contemplating the filing of any such petition against it or General Partner or Guarantor. The Borrower has not entered into the Construction Phase Project Loan or any Construction Phase Project Loan Document with the actual intent to hinder, delay, or defraud any creditor, and the Borrower has received reasonably equivalent value in exchange for its obligations under the Construction Phase Project Loan Documents. Giving effect to the transactions contemplated by the Construction Phase Project Loan Documents, the fair saleable value of the Borrower’s assets exceeds and will, immediately following the execution and delivery of the Construction Phase Project Loan Documents, exceed the Borrower’s total liabilities, including subordinated, unliquidated, disputed or contingent liabilities. The fair saleable value of the Borrower’s assets is and will, immediately following the execution and delivery of the Construction Phase Project Loan Documents, be greater than the Borrower’s probable liabilities, including maximum amount of its contingent liabilities or its debts as such debts become absolute and matured. The Borrower’s assets do not and, immediately following the execution and delivery of the Construction Phase Project Loan Documents, will not, Vista Breeze Construction Disbursement Agreement 38 constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. The Borrower does not intend to, and does not believe it will, incur debts and liabilities (including contingent liabilities and other commitments) beyond its ability to pay such debts as they mature (taking into account the timing and amounts to be pay able on or in respect of obligations of the Borrower). 4.11 ERISA The Borrower is not an “employee benefit plan,” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 (as amended, “ERISA”), subject to Title I of ERISA, and none of the assets of the Borrower constitutes or will constitute “plan assets” of one or more such plans within the meaning of 29 C.F.R. section 2510.3-101. 4.12 Margin Stock No part of the proceeds of the Construction Phase Project Loan will be used for the purpose of purchasing or acquiring any “margin stock” within the meaning of Regulation U of the Board of Governors of the Federal Reserve System or for any other purpose that would be inconsistent with such Regulation U or any other Regulation of such Board of Governors, or for any purpose prohibited by applicable law or any Construction Phase Project Loan Document. 4.13 Investment Company The Borrower is not (i) an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended; (ii) a “holding company” or a “subsidiary company” of a “holding company” or an “affiliate” of either a “holding company” or a “subsidiary company” within the meaning of the Public Utility Holding Company Act of 1935, as amended; or (iii) subject to any other federal or state law or regulation which purports to restrict or regulate its ability to borrow money. 4.14 Rights of Way The rights of way for all public roads necessary for the full utilization of the Project for its intended purposes have either been acquired by the appropriate Governmental Authority or will be dedicated to public use and accepted by such Governmental Authority. All such public roads shall have been completed, and the right to use all such roads, or suitable substitute rights of way approved by the initial Servicer, shall be maintained at all times for the Project. All curb cuts, driveways and traffic signals shown on the Plans and Specifications are existing or have been fully approved by the appropriate Governmental Authority and after the completion thereof, shall be maintained at all times for the Project. 4.15 Borrower Not a “Foreign Person” The Borrower is not a “foreign person” within the meaning of Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended from time to time. 4.16 Disclosure to Guarantor Vista Breeze Construction Disbursement Agreement 39 Before any Guarantor became obligated in connection with the obligations of the Borrower under the Construction Phase Project Loan Documents, the Borrower made full disclosure to the Guarantors regarding the Borrower’s financial condition and business operations, the present and former condition, uses and ownership of the Project and all other circumstances bearing upon the Borrower’s ability to pay and perform its obligations under the Construction Phase Project Loan Documents. 4.17 OFAC Lists The Related Persons are not (and to Borrower’s knowledge after diligent inquiry, no other Person holding any legal or beneficial interest whatsoever in the Related Persons, directly or indirectly, is) included in, owned by, Controlled by, acting for or on behalf of, providing assistance, support, sponsorship, or services of any kind to, or otherwise associated with any of the Persons referred to or described in any list of persons, entities, and governments issued by OFAC pursuant to Executive Order 13224 or any other OFAC Lists. 4.18 Compliance with Zoning and Other Requirements Borrower is in compliance with the requirements of all applicable Laws. Each of Borrower, Guarantor, and the Property is in compliance with the Controlled Substances Act and all anti - money laundering Laws. The anticipated use of the Property complies with applicable zoning ordinances, regulations and restrictive covenants affecting the Land and all concurrency requirements. All use and other requirements of any Governmental Authority having jurisdiction over the Property have been satisfied. No violation of any Law exists with respect to the Property. None of the Improvements are located, under the Flood Insurance Laws, in a Special Flood Hazard Area, or, if any portion of the Improvements is located within such area, Borrower is in compliance with Section 2.11(e) and has obtained the flood insurance prescribed therein. 4.19 PACE Financing Borrower has not entered into any PACE Financing and has no knowledge of any pending assessments or adjustments in connection therewith. 4.20 Anti-Corruption Laws Borrower, Guarantor and their respective subsidiaries have conducted their businesses in compliance with the United States Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act 2010, and other similar anti-corruption legislation in other jurisdictions, and have instituted and maintained policies and procedures designed to promote and achieve compliance with such laws. 4.21 Swap Contract In the event that Borrower shall elect to enter into a Swap Contract with Swap Counterparty, Borrower shall comply with all of the terms and conditions of Exhibit Q with respect to all Swap Contracts. 4.22 AHAP Contract Vista Breeze Construction Disbursement Agreement 40 Borrower covenants and agrees to comply with all of the terms and conditions of the AHAP Contract and the assignment of AHAP Contract. 4.23 Subordinate Loans Borrower covenants and agrees that in the event that any of the Subordinate Loans do not fund as anticipated by the Subordinate Loan Documents, Borrower shall cause such funds to be replaced by alternate sources with terms acceptable to the Servicer in its sole reasonable discretion. Any loan documents executed by the Borrower, General Partner, or Developer shall be subject to the prior written consent of the Servicer, which shall be given or withheld in Servicer’s sole but reasonable discretion. 4.24 Tax Regulatory Agreement Borrower covenants and agrees to comply with the term of the Tax Regulatory Agreement and keep such agreement in full force and effect during the term of the Construction Phase Project Loan. 4.25 Ground Lease Borrower shall comply with the terms and conditions of the Ground Lease and keep such in full force and effect. 4.26 Single Purpose Covenants Until the Obligations have been indefeasibly paid to Governmental Lender in cash and all obligations of Servicer under this Agreement and the other Construction Phase Project Loan Documents have terminated, Borrower shall observe and comply with the following covenants: (a) Borrower shall limit the nature, purpose and conduct of its business to engage solely in the following activities: (i) To construct, own, hold, sell, assign, transfer, operate, lease, mortgage, pledge and otherwise deal with the Property and the Improvements as contemplated hereby; and (ii) To exercise all powers enumerated in the Florida Revised Uniform Limited Partnership Act necessary or convenient to the conduct, promotion or attainment of the business or purposes otherwise set forth herein and for no other purpose. (b) Borrower shall only incur indebtedness in an amount necessary to construct, operate and maintain the Property. For so long as the Obligations remain unpaid and the liens and security interests of the Security Instrument exist on any portion of the Property, Borrower shall not (i) incur, assume, or guaranty any other indebtedness, other than (w) the Construction Phase Project Loan, the Subordinate Loans and deferred development fee, (x) trade payables or accrued expenses incurred in the ordinary course of business of owning and operating the Property and due and payable within forty-five (45) days, (y) financing for furniture, fixture and equipment that has been approved by Governmental Lender and Servicer in advance, and loans by partners in accordance with the terms of the Partnership Agreement, (ii) grant any lien(s) or security interest(s) Vista Breeze Construction Disbursement Agreement 41 in the Property other than to Governmental Lender or the Subordinate Lenders, (iii) dissolve or liquidate, or consolidate or merge with or into any other entity, or convey or transfer its properties and assets substantially as an entirety or transfer any of its beneficial interests to any entity, (iv) voluntarily commence a case with respect to itself, as debtor, under the Federal Bankruptcy Code or any similar federal or state statute without the unanimous consent of all of its partners, or (v) make any material amendment to its certificate of limited partnership or the Partnership Agreement without first obtaining approval of Governmental Lender and Servicer, other than amendments executed solely to effectuate transfers of partnership interests permitted under this Agreement. (c) Borrower shall conduct its affairs in accordance with the following provisions: (i) It shall establish and maintain an office through which its business shall be conducted separate and apart from that of any of its partners or affiliates and shall allocate fairly and reasonably any overhead for shared office space. (ii) It shall maintain records and books of account separate from those of any partner or affiliate. (iii) When applicable, its partners shall hold appropriate meetings (or act by written consent) to authorize all appropriate company action. (iv) It shall observe all limited partnership formalities. (v) It shall not commingle assets, including bank accounts, with those of any partner or affiliate. (vi) It shall hold all of its assets and conduct all of its business in its own name, and not that of any partner or affiliate. (vii) It shall maintain financial statements separate from any partner or affiliate. (viii) It shall pay any liabilities out of its own funds, including salaries of any employees, not funds of any partner or affiliate. (ix) It shall maintain an arm’s length relationship with any partner or affiliate and shall conduct any business with any partner or affiliate pursuant to written agreements. (x) It shall not guarantee or become obligated for the debts of any other entity, including any partner or affiliate, or hold out its credit as being available to satisfy the obligations of others. (xi) It shall use stationery, invoices and checks separate from any partner or affiliate. (xii) It shall not pledge its assets for the benefit of any other entity, including any partner or affiliate, other than with respect to the Governmental Lender and Subordinate Loans. Vista Breeze Construction Disbursement Agreement 42 (xiii) It shall hold itself out as an entity separate from any partner or affiliate. (xiv) It shall maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of contemplated business operations. For purpose of foregoing, the following terms shall have the following meanings: “affiliate” means any Person controlling or controlled by or under common control with Borrower including, without limitation (1) any Person who has a familial relationship, by blood, marriage or otherwise with any partner or employee of Borrower, or any affiliate thereof and (2) any Person which receives compensation for administrative, legal or accounting services from Borrower, or any affiliate. For purposes of this definition, “control” when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing. 5. Default and Remedies 5.1 Events of Default The Borrower will be in default under this Agreement upon the occurrence and continuance of any of the following events (“Events of Default”, and each an “Event of Default”): (a) A default or event of default (however defined therein) occurs under the Construction Phase Project Loan Agreement or any other Construction Phase Project Loan Document, subject to all applicable notice and cure periods, if any; (b) Any material failure of any representation or warranty made in this Agreement or any Requisition or Bank Requisition to be true and correct when made; (c) The Borrower fails to pay any fee or other amount that it is obligated to pay under this Agreement, or make any deposit of funds demanded by the Servicer under this Agreement, within five (5) days after the Servicer gives written notice of such failure; or (d) The Borrower fails to comply with any other covenant contained in this Agreement calling for the payment of money and does not cure that failure within twenty (20) days after written notice from the Servicer; or (e) (i) Construction of the Improvements is abandoned, (ii) Borrower fails to meet the construction completion and/or lease-up projections set forth in the Pro Forma Schedule or, (iii) subject to Section 6.14, Completion does not occur by the Completion Deadline; or (f) Any Governmental Authority having jurisdiction over the Project orders or requires that Construction of the Improvements be stopped in whole or in part, or any required approval, license or permit is withdrawn or suspended, and the order, requirement, withdrawal or suspension remains in effect either (i) for a period of thirty (30) consecutive days (the “Initial Cure Period”), or (ii) so long as the Borrower begins within the Initial Cure Period and continues diligently to take steps to remove the effect of the order, requirement, withdrawal or suspension, Vista Breeze Construction Disbursement Agreement 43 and the Servicer, exercising reasonable judgment, determines that the Borrower is reasonably likely to prevail, for a total period of ninety (90) days; or (g) The Borrower is in default under the Architecture Contract, the Construction Contract, or any other contract under which Borrower is obligated to pay in excess of $25,000 for the Construction of the Improvements, either (i) for the Initial Cure Period, or (ii) so long as the Borrower begins within the Initial Cure Period and continues diligently to cure the default, and the Servicer, exercising reasonable judgment, determines that the cure cannot be reasonably completed at or before expiration of the Initial Cure Period, for a total period of ninety (90) days (provided, however, if Borrower elects to pursue a dispute resolution that will go beyond such ninety (90) day period, Servicer must approve such election so long as it does not delay Completion of the Project and upon such approval, Borrower shall not be deemed in default of a contract so long as Borrower is pursuing appropriate dispute resolution under such contract and the counterparty has not suspended its performance so as to pose a material threat to the progress of construction); or (h) Borrower fails for any reason (other than an uncured default by the Investor Limited Partner during any time the Investor Limited Partner and Servicer are affiliates) to receive Capital Contributions in at least the amounts and on or before the dates set forth in Section 2.29, above (subject to adjustment as set forth in the Partnership Agreement); or (i) The occurrence of a “Material Default” as defined in Section 7.7B of the Partnership Agreement or a repurchase event described in Section 5.3A of the Partnership Agreement, or Investor Limited Partner fails to make any payment of the Capital Obligations to Borrower as set forth in the Partnership Agreement. (j) A material adverse change in the Borrower’s, General Partner’s, or Guarantor’s financial condition, or an event or condition materially impairing Borrower’s intended use of the Project or the Borrower’s ability to repay the Construction Phase Project Loan, occurs; or (k) The Borrower materially fails to meet the conditions of, or fails to perform any obligation under, any other agreement Borrower has with the Servicer or any Affiliate of the Servicer beyond expiration of any applicable notice and cure period; for the purpose of this Section; or (l) The Construction Phase Project Loan Agreement, the Tax Regulatory Agreement or any other document executed in connection with the Construction Phase Project Loan is modified (including any “automatic” modification of the Tax Regulatory Agreement in accordance with its terms) in a way that is material and adverse to the interests of the Governmental Lender, the Initial Funding Lender, Fiscal Agent or Servicer, without the express prior written consent of the Servicer; or (m) Unless the written consent of Servicer is previously obtained, (a) all or substantially all of the business assets of Borrower, any General Partner or any Guarantor are sold, or (b) Borrower, any General Partner or any Guarantor (i) is liquidated, terminated, dissolved, or merged or consolidated into another entity (including, in each case, pursuant to a Delaware LLC Vista Breeze Construction Disbursement Agreement 44 Division), (ii) divides into two or more Persons, including becoming a Delaware Divided LLC (whether or not the original Person survives such division), (iii) creates, or reorganizes into, one or more series pursuant to a Delaware LLC Division or otherwise, or (iv) fails or ceases to be in good standing in the state where the Property is located and/or the state of its incorporation or organization, if different; or (n) Subject to Sections 5.4 and 5.5 of this Agreement, without the prior written consent of Servicer (which consent may be conditioned, among other matters, on the issuance of a satisfactory endorsement to the title insurance policy insuring Governmental Lender’s interest under the Security Instrument), the Controlling Interest in Borrower ceases to be owned by any General Partner or Class B Limited Partner (as such term is defined in the Partnership Agreement). As used herein, “Controlling Interest”, means the power to direct the management and policies of the Borrower, directly or indirectly, it being acknowledged and agreed that neither the Investor Limited Partner nor Special Limited Partner has a Controlling Interest in the Borrower; or (o) The Managing General Partner ceases for any reason to act in the capacity as either the Managing General Partner or the Class B Limited Partner of Borrower; or (p) Borrower, General Partner or any Guarantor shall file a voluntary petition in bankruptcy under Title 11 of the United States Code (the “Bankruptcy Code”), or an order for relief shall be issued against any such Person in any involuntary petition in bankruptcy under the Bankruptcy Code, or any such Person shall file any petition or answer seeking or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief for itself under any present or future federal, state or other law or regulation relating to bankruptcy, insolvency or other relief of debtors, or any such Person shall seek or consent to or acquiesce in the appointment of any custodian, trustee, receiver, conservator or liquidator of such Person, or of all or any substantial part of its respective property, or any such Person shall make an assignment for the benefit of creditors, or such Person shall give notice to any Governmental Authority or body of insolvency or pending insolvency or suspension of operation; or (q) An involuntary petition in bankruptcy under the Bankruptcy Code shall be filed against the Borrower, General Partner or Guarantor and such petition shall not be dismissed within ninety (90) days of the filing thereof; or (r) A court of competent jurisdiction shall enter any order, judgment or decree approving a petition filed against Borrower, General Partner or Guarantor seeking any reorganization, arrangement, composition, readjustment, liquidation or similar relief under any present or future federal, state or other law or regulation relating to bankruptcy, insolvency or other relief for debtors, or appointing any custodian, trustee, receiver, conservator or liquidator of all or any substantial part of its property; or (s) One or more judgments for the payment of money in an aggregate amount in excess of $250,000.00 shall be rendered against Borrower or any Guarantor, or any combination thereof and the same shall remain undischarged for a period of thirty (30) consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of Borrower or any Guarantor to enforce any such judgment. Vista Breeze Construction Disbursement Agreement 45 (t) Borrower defaults under any agreement in connection with any credit Borrower has obtained from anyone else (including, without limitation, the Subordinate Loans and any Impact Fee that may become due and payable by way of noncompliance by Borrower of any or all of the Impact Fee Covenants) if the default consists of failing to make a payment when due (beyond expiration of any applicable notice and cure period) or gives the other lender the ri ght to accelerate the obligation; or (u) General Partner or Guarantor fails to meet the conditions of, or fails to perform any obligation under (beyond expiration of any applicable notice and cure period) any other agreement General Partner and/or Guarantor has with the Servicer or any affiliate of the Servicer; or (v) (i) A lawsuit or suits are filed against Borrower, General Partner or Guarantor, or a judgment or judgments are entered against Borrower, General Partner or Guarantor, or (ii) any Governmental Authority takes action any of which materially adversely affects the Construction of the Improvements, the Borrower’s intended use of the Project or the Borrower’s ability to repay the Construction Phase Project Loan; or (w) Either Guarantor purports to rescind, cancel or deny its obligations under any Guaranty that it has executed; or (x) Conversion does not occur on or before the Forward Commitment Maturity Date (as such date may be extended pursuant to the Construction Phase Project Loan Note); or (y) (i) Any document evidencing or securing a Subordinate Loan is amended, modified, supplemented, terminated or cancelled without the prior written consent of Servicer, or (ii) any breach or default occurs under any Subordinate Loan and continues beyond all applicable notice and cure periods; or (z) Any Determination of Taxability (as defined in Section 6.25) occurs; or (aa) A judicial or nonjudicial forfeiture or seizure proceeding is commenced by a Governmental Authority and remains pending for thirty (30) days or more with respect to the Property or any part thereof, on the grounds that the Property or any part thereof had been used to commit or facilitate the commission of a criminal offense by any Person, including any tenant, pursuant to any law, including under the Controlled Substances Act or the Civil Asset Forfeiture Reform Act, regardless of whether or not the Property or the Security Instrument shall become subject to forfeiture or seizure in connection therewith; or (bb) Guarantor fails to maintain the financial requirements as set forth in the Guaranty Agreement and in Exhibit N attached hereto and incorporated herein; or (cc) The Borrower fails to comply with any provision contained in this Agreement other than those provisions elsewhere referred to in this Section 5.1, and does not cure that failure either (i) within the Initial Cure Period after written notice from the Servicer, or (ii) within ninety (90) days after such written notice, so long as the Borrower begins within the Initial Cure Period and continues diligently to cure the failure, and the Servicer, exercising reasonable Vista Breeze Construction Disbursement Agreement 46 judgment, determines that the cure cannot be reasonably completed at or before expiration of the Initial Cure Period; or (dd) Borrower defaults (after expiration of any applicable notice and cure periods) in performance of its obligations under the Ground Lease; or (ee) Borrower fails to comply with the covenants set forth in Section 4.26 of this Agreement; or (ff) Borrower does not enter into a HAP Contract following the issuance of a certificate of occupancy; or (gg) Borrower fails to deliver the Building Permits as required by Section 2.5 of this Agreement; or (hh) Borrower or any Guarantor dies or becomes incapacitated, unless, in the event of death, on or before the earlier of: (i) the expiration of the period for filing claims in the estate of such party or (ii) sixty (60) days, after such death, or in the event of incapacity, within ninety (90) days after such incapacity, a substitute for such Borrower or Guarantor acceptable to Servicer, in its sole and absolute discretion, agrees to assume and perform the obligations of such Borrower or Guarantor in connection with the Loan and the Property. In determining whether or not to approve any Person as a substitute Borrower or Guarantor, Servicer may consider, among other things, the net worth and relevant business experience of such Person. Servicer may, in its sole and absolute discretion, determine that a substitute Guarantor may not be required if the remaining Guarantors meet the minimum Net Worth and Unencumbered Liquid Assets requirements as set forth in Exhibit N attached hereto and the Guaranty; or (ii) Borrower defaults under, or is not in compliance with the terms of, the Tax Regulatory Agreement. Notwithstanding any provision herein or in any of the other Construction Phase Project Loan Documents to the contrary, if Investor Limited Partner presents payment or otherwise cures a monetary or non-monetary Event of Default within the cure periods set forth herein or in the Construction Phase Project Loan Documents, as the case may be, Initial Funding Lender may accept such action as curing the respective default under this Agreement and/or under the Construction Phase Project Loan Documents, as the case may be. 5.2 Remedies (a) If an Event of Default occurs under this Agreement, the Servicer may exercise or direct the Fiscal Agent to exercise any right or remedy under any of the Construction Phase Project Loan Documents (including without limitation, acceleration of the Construction Phase Project Loan, foreclosure of the Security Instrument and implementation of all rights and remedies under the Guaranty) or otherwise available at law or in equity, and all of the Servicer’s rights and remedies are cumulative. If any Event of Default occurs, the Servicer shall have no obligation to approve Requisitions and Bank Requisitions under the Construction Phase Project Loan Documents, and the Servicer in its sole discretion may withhold its consent to any one or Vista Breeze Construction Disbursement Agreement 47 more further disbursements of the Construction Phase Project Loan. The Servicer may also withhold its consent to any one or more disbursements of proceeds of the Construction Phase Project Loan after an event occurs that, with notice or the passage of time, could become an Event of Default. No disbursement of Construction Phase Project Loan proceeds or approval of any Requisition or Bank Requisition by the Servicer will cure any default of the Borrower, unless the Servicer agrees otherwise in writing in each instance. (b) If the Borrower becomes the subject of any Insolvency Proceeding, all of Borrower’s obligations under the Construction Phase Project Loan Documents automatically become immediately due and payable upon the filing of the petition commencing such proceeding, all without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor, or other notices or demands of any kind or character. Upon the occurrence of any other Event of Default, all of the Borrower’s obligations under the Construction Phase Project Loan Documents may become due and payable immediately without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or other notices or demands of any kind or character, all at the Servicer’s option, exercisable in its sole discretion. If such acceleration occurs, the Servicer may instruct that the Fiscal Agent apply the undisbursed Construction Phase Project Loan proceeds and any other sums in the Construction Phase Project Loan Fund to the Borrower’s obligations under the Construction Phase Project Loan Documents, in any order and proportions in the Servicer’s sole discretion. (c) Also upon any Event of Default, the Fiscal Agent, as mortgagee, or nominee of the Fiscal Agent (in either case at the direction of Servicer in its sole discretion) may enter and take possession of the Project, whether in person, by agent or by court-appointed receiver, and take any and all actions that the Servicer in its sole discretion may consider necessary to complete Construction of the Improvements, including making changes in plans, specifications, work or materials and entering into, modifying or terminating any contractual arrangements, all subject to the Fiscal Agent’s right at any time at the direction of Servicer to discontinue any work without liability. By choosing to complete the Improvements, neither the Fiscal Agent nor the Servicer assumes any liability to the Borrower or any other person for completing them or for the manner or quality of their construction, and the Borrower expressly waives any such liability. If the Fiscal Agent or Servicer exercises any of the rights or remedies provided in this clause (c), that exercise will not make the Fiscal Agent or Servicer, or cause the Fiscal Agent or Servicer to be deemed, a partner or joint venturer of Borrower. 5.3 Notice to Investor Limited Partner The Servicer agrees that it shall not direct the Fiscal Agent to complete a foreclosure sale of the Project or record a deed-in-lieu of foreclosure with respect to the Project (each, a “Foreclosure Remedy”) unless and until Investor Limited Partner has first been given thirty (30) days’ written notice of the default(s) or Event(s) of Default giving rise to the Fiscal Agent ’s right to complete such Foreclosure Remedy, and the Investor Limited Partner has failed, within such thirty (30) day period to cure such default(s) and Event(s) of Default; provided, however, that the Fiscal Agent shall be entitled during such thirty (30) day period to continue to pursue all of its rights and remedies under the Construction Phase Project Loan Documents, including, but not limited to, acceleration of the Construction Phase Project Loan Note (subject to any de- acceleration provisions specifically set forth in the Construction Phase Project Loan Documents), Vista Breeze Construction Disbursement Agreement 48 commencement and pursuit of foreclosure (but not completion of the foreclosure sale), any guaranty (subject to any notice and cure provisions contained therein), and/or any other Construction Phase Project Loan Document. In the event the Fiscal Agent has accelerated the Construction Phase Project Loan Note and the Investor Limited Partner cures all Events of Default giving rise to such acceleration within the thirty (30) day cure period described above, such cure shall have the effect of de-accelerating the Construction Phase Project Loan Note; provided, however, that such de-acceleration shall not waive or limit any of the Fiscal Agent’s rights to accelerate the Construction Phase Project Loan Note or exercise any other remedies under the Construction Phase Project Loan Documents as to any futur e or continuing Events of Default. It is the express interest of the parties hereunder that the Fiscal Agent shall have the right to pursue all rights and remedies except completion of a Foreclosure Remedy without liability to the Investor Limited Partner for failure to provide notice to the Investor Limited Partner, and that the Servicer’s liability hereunder shall be expressly limited to actual damages to the Investor Limited Partner directly caused by the Fiscal Agent’s completion of a Foreclosure Remedy at the direction of the Servicer without liability to the Investor Limited Partner receiving the notice and opportunity to cure described above. The Servicer’s failure to give any such notice for any reason shall not act to impair or waive any remedy or right of the Servicer under this Agreement or any other Construction Phase Project Loan Document. Except as specifically provided herein or in any other Construction Phase Project Loan Document, the Servicer’s failure to give any such notice for any reason shall not impair or waive any remedy or right of the Servicer under this Agreement or any other Construction Phase Project Loan Document. The Servicer shall give the Investor Limited Partner notice at the following: Bank of America, N.A. MA5-100-04-11 100 Federal Street Boston, MA 02110 Attention: Tax Credit Asset Management – Vista Breeze With a copy to: Holland & Knight LLP 10 St. James Avenue, 11th Floor Boston, MA 02116 Attention: Sara C. Heskett, Esq. or such other address as Investor Limited Partner may instruct the Servicer in writing from time to time. 5.4 Substitution of General Partner to Cure Event of Default Servicer acknowledges that there are certain non-monetary events which become Events of Default hereunder without notice or right to cure (the “Uncurable Events of Default”), for example, an Uncurable Event of Default occurs if there is “[a]ny material failure of any representation or warranty made in this Agreement or any Requisition or Bank Requisition to be true and correct when made.” Pursuant to Section 5.3 above, Servicer has allowed Investor Limited Partner certain notice and cure rights before Servicer can fully exercise certain of its rights and Vista Breeze Construction Disbursement Agreement 49 remedies under the Construction Phase Project Loan Documents. Servicer agrees that for purposes of Investor Limited Partner’s notice and cure rights contained in Section 5.3 above, an Uncurable Event of Default shall be (a) curable by Investor Limited Partner’s removal and replacement of General Partner in accordance with Section 5.5 below (subject to Servicer’s right provided therein to approve the replacement General Partner) and (b) shall be treated as any other non-monetary default, subject to the thirty (30) day notice and cure period provided to Investor Limited Partner in Section 5.3 above; provided, however, that (i) there shall be no other defaults or Events of Default (subject to applicable notice and right to cure periods) continuing; (ii) Investor Limited Partner shall promptly pursue and diligently proceed to remove and replace General Partner in accordance with Section 5.5 below. Nothing herein shall operate to (A) allow Borrower to cure an Uncurable Event of Default (other than cure by the Special Limited Partner by removal and replacement of General Partner as provided above); (B) extend the time for Borrower to cure any default or Event of Default; (C) delay or limit Servicer’s rights or remedies hereunder or under any Construction Phase Project Loan Document (except as specifically provided therein), or (D) extend the notice and cure rights of Investor Limited Partner contained in Section 5.3 above. 5.5 Allowed Transfers of Partnership Interests. Notwithstanding anything herein or in any Construction Phase Project Loan Document to the contrary, Servicer agrees that, subject to the terms and conditions set forth below, the following transfers of partnership interests shall be allowed transfers and shall not constitute an Event of Default hereunder or under any Construction Phase Project Loan Document, nor shall they constitute an Event of Default under the Security Instrument. (a) Approved Transferee. For purposes hereof, “Approved Transferee” shall mean Investor Limited Partner, Special Limited Partner or any “Approved Affiliate” of Investor Limited Partner or Special Limited Partner, as applicable. For purposes hereof, an Approved Affiliate means any limited partnership or limited liability company in which (i) Investor Limited Partner or Special Limited Partner, as applicable, is the general partner, manager or managing member, or (ii) the entity which is the general partner, manager or managing member of such Approved Affiliate is a partnership or limited liability company with Investor Limited Partner or Special Limited Partner as its general partner, manager or managing member, as the case may be, it being the intention of the parties that Investor Limited Partner or Special Limited Partner be ultimately liable as a general partner, manager or managing member for the obligations of the Approved Affiliate. (b) Transfer of General Partner’s Interest. In the event that (i) General Partner is in default under the Partnership Agreement, (ii) General Partner withdraws from Borrower in violation of the Partnership Agreement, and/or (iii) an Event of Default or Unmatured Event of Default has occurred and is continuing hereunder, Special Limited Partner may have rights under the Partnership Agreement to remove and replace General Partner. Special Limited Partner shall be allowed to remove and replace General Partner; provided, however, that (A) the replacement of General Partner by an Approved Transferee shall be subject to the prior written approval of Servicer, which approval shall not be unreasonably withheld or delayed, and (B) the replacement of General Partner by anyone other than an Approved Transferee shall be subject to the prior written approval of Servicer in its sole and absolute discretion, (C) the partnership interests of any such substitute general partner shall be subject to Servicer’s security interests pursuant to the terms Vista Breeze Construction Disbursement Agreement 50 of the Security Agreement, and (D) any such substitute general partner shall execute any and all documents, including security agreements and financing statements, as Servicer may reasonably request in order to create, perfect, or continue such security interests. (c) Transfer of Investor Limited Partner’s Interest. Investor Limited Partner may, without the consent of Servicer, transfer all or any portion of its partnership interest to an Approved Transferee. Any transfer of all or any part of Investor Limited Partner’s partnership interest to anyone other than an Approved Transferee shall be subject to the prior written approval of Servicer in its sole and absolute discretion. Investor Limited Partner may, with the consent of Servicer, which consent shall not be unreasonably withheld or delayed, transfer all or any portion of its partnership interest to an Approved Transferee. Any transfer of all or any part of Investor Limited Partner’s partnership interest to anyone other than an Approved Transferee shall be subject to the prior written approval of Servicer in its sole and absolute discretion.. (d) Transfer of Managing General Partner’s Interest. On or before December 31 of the calendar year in which a certificate of occupancy is first issued for any Building in the Project, Managing General Partner shall, with notice to Servicer, become a special limited partner, thereafter to be referred to as the Class B Limited Partner on the Conversion Date. Any other transfer of all or any part of Managing General Partner’s interests to anyone other than the Administrative General Partner shall be subject to the prior written approval of Servicer in its sole but reasonable discretion. 6. Miscellaneous Provisions 6.1 No Waiver; Consents Each waiver by the Servicer must be in writing, and no waiver may be construed as a continuing waiver. No waiver will be implied from the Servicer’s delay in exercising or failure to exercise any right or remedy against the Borrower or any security. The Servicer’s consent to any act or omission by Borrower may not be construed as a consent to any other or subsequent act or omission or as a waiver of the requirement for the Servicer ’s consent to be obtained in any future or other instance. All of the Servicer’s rights and remedies are cumulative. 6.2 Purpose and Effect of the Servicer Approval The Servicer’s approval of any matter in connection with the Construction Phase Project Loan is for the sole purpose of protecting the Servicer’s security and rights. No such approval will result in a waiver of any default of Borrower. In no event may the Servicer’s approval be a representation of any kind with regard to the matter being approved. 6.3 No Third Parties Benefited This Agreement is made for the purpose of setting forth certain rights and obligations of Borrower and the Servicer in connection with the disbursement of Construction Phase Project Loan Vista Breeze Construction Disbursement Agreement 51 proceeds for construction of the Project. It is made for the sole protection of Borrower, the Servicer and the Servicer’s successors and assigns, and, except as provided herein, no other Person shall have any rights hereunder or by reason hereof. The Fiscal Agent is a third party beneficiary with respect to expressly granted rights hereunder. 6.4 Intentionally Omitted 6.5 Notices (a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in clause (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail, sent by facsimile or electronic mail, or if expressly permitted hereunder to be given by telephone, to the address, facsimile number, electronic mail address, or telephone number specified for notices (unless changed by similar notice in writing given by the particular party whose address is to be changed) as follows: (i) if to Borrower at the addresses set forth on the signature page of this Agreement, (ii) if to any Guarantor at the addresses set forth on the signature page of the Guaranty, or (iii) if to Servicer at the addresses set forth on the signature page of this Agreement. Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient); provided, however, that service of a notice required by any applicable statute shall be considered complete when the requirements of that statute are met. Notices and other communications delivered through electronic communications to the extent provided in clause (b) below, shall be effective as provided in such clause (b). (b) Electronic Communications. Notices and other communications to Servicer hereunder may be delivered or furnished by electronic communication (including e-mail, and Internet or intranet websites) pursuant to procedures approved by Servicer. Servicer or Borrower may each, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications. Unless Servicer otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e- mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii), if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice, email or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient. Vista Breeze Construction Disbursement Agreement 52 (c) Change of Address, Etc. Each of Borrower or Servicer may change its address, facsimile, or telephone number for notices and other communications hereunder by notice to the other parties hereto. (d) Reliance by Servicer. Servicer shall be entitled to rely and act upon any notices (including telephonic notices, any notices received by Servicer given through the O nline Banking Portal, and Draw Requests) purportedly given by or on behalf of Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. Borrower and Guarantor shall indemnify Servicer and its partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives from all losses, costs, expenses and liabilities resulting from the reliance by such party on each notice purportedly given by or on behalf of Borrower. All telephonic notices to and other telephonic communications with Servicer may be recorded by Servicer, and each of the parties hereto hereby consents to such recording. 6.6 Authority to File Notices The Borrower irrevocably appoints the Servicer as its attorney-in-fact, with full power of substitution, to file or record, at the Borrower’s cost and expense and in the Borrower’s name, any notices of completion, notices of cessation of labor or any other notices that the Servicer in its reasonable discretion considers necessary or desirable to protect its security, if Borrower fails to do so. 6.7 Actions The Servicer has the right, but not the obligation, to commence, appear in and defend any action or proceeding that might affect its security or its rights, duties or liabilities relating to the Construction Phase Project Loan, the Project or any of the Construction Phase Project Loan Documents. The Borrower must pay promptly on demand all of the Servicer’s reasonable out-of- pocket costs, expenses and legal fees and expenses of the Servicer’s counsel incurred in those actions or proceedings. 6.8 Attorneys’ Fees In any lawsuit, reference or arbitration arising out of or relating to this Agreement, the Construction Phase Project Loan Documents or the Construction Phase Project Loan, the prevailing party will be entitled to recover from each other party such sums as the court, referee or arbitrator adjudges to be reasonable attorneys’ fees in the action, reference or arbitration, in addition to costs and expenses otherwise allowed by law. In all other situations, including any matter arising out of or relating to any Insolvency Proceeding, the Borrower agrees to pay all of the Servicer’s costs and expenses, including attorneys’ fees, incurred in enforcing or protecting the Servicer’s rights or interests. From the time(s) incurred until paid in full to the Servicer, all s uch sums will bear interest at the Default Rate (as defined in the Construction Phase Project Loan Note). 6.9 In-House Counsel Fees Vista Breeze Construction Disbursement Agreement 53 Whenever the Borrower is obligated to pay or reimburse the Servicer for any attorneys’ fees, those fees include the allocated costs for services of in-house counsel. 6.10 Applicable Law This Agreement is governed by the laws of the State, without regard to the choice of law rules of that State. 6.11 Heirs, Successors and Assigns; Participations The terms of this Agreement will bind and benefit the heirs, legal representatives, successors and assigns of the parties, including without limitation all future holders, from time to time, of the Construction Phase Project Loan; provided, however, that the Borrower may not assign this Agreement, or assign or delegate any of its rights or obligations, without the prior written consent of the Servicer in each instance. Also without notice to or the consent of the Borrower, the Servicer may disclose to any actual or prospective purchaser of the Construction Phase Project Loan, any financial or other information, data or material in the Servicer’s possession relating to the Borrower, the General Partner, the Guarantor, the Investor Limited Partner, the Construction Phase Project Loan, the Improvements or the Project. 6.12 Relationships With Other Customers From time to time, the Servicer may have business relationships with the Borrower’s customers, suppliers, contractors, tenants, partners, shareholders, officers or directors, or with businesses offering products or services similar to those of the Borrower, or with persons seeking to invest in, borrow from or lend to the Borrower. The Borrower agrees that the Servicer may extend credit to such parties and take any action it deems necessary to collect the credit, regardless of the effect that such extension or collection of credit may have on the Borrower ’s financial condition or operations. The Borrower further agrees that in no event will the Servicer be obligated to disclose to the Borrower any information concerning any other customer of the Servicer. 6.13 Disclosure to Title Company Without notice to or the consent of the Borrower, the Servicer may disclose to any title insurance company insuring any interest of Fiscal Agent under the Security Instrument (whether as primary insurer, coinsurer or reinsurer) any information, data or material in the Servicer’s possession relating to the Borrower, the Construction Phase Project Loan, the Improvements or the Project. Borrower acknowledges and agrees that Servicer shall have the right to share information pertaining to the Borrower, the Construction Phase Project Loan, any Guarantor, the Improvements or the Project with the following persons and their respective consultants, agents, advisors and counsel: (a) affiliates of Servicer (including without limitation Banc of America Securities LLC and other affiliates of Bank of America Corporation); and (b) any persons who request such information in connection with any subsequent sale of Construction Phase Project Loan or in connection with the issuance or sale of any securities evidencing a beneficial interest in or backed by the Construction Phase Project Loan, including without limitation actual and prospective purchasers, investors, indenture trustees, fiscal agents, underwriters, expediters, Vista Breeze Construction Disbursement Agreement 54 servicers, rating agencies and providers of bond insurance, liquidity facilities or other credit support. 6.14 Force Majeure If the work of Construction of the Improvements is affected and delayed directly by fire, earthquake, windstorm, flood, or other acts of God, any cessation of work in response to an order or directive by a Governmental Authority having jurisdiction over the Property, the General Contractor, any subcontractor or material supplier as a result of any actual or threatened pandemic and other severe human health risk declared or recognized by the Centers for Disease Control, the World Health Organization, or other similar body, strike, lockout, acts of public enemy, riot, insurrection or governmental regulation of the sale or transportation of materials, supplies or labor, the Borrower must notify the Servicer in writing within five (5) calendar days after the event causing the delay. So long as no Event of Default has occurred and is continuing, and provided that Governmental Lender’s counsel and the Investor Limited Partner also agree, the Servicer may instruct the Fiscal Agent to extend the Completion Deadline by a period of time equal to the period of the delay, but not more than a total of ninety (90) days. Such an extension, however, will not affect the time for performance of, or otherwise modify, any of the Borrower’s other obligations under the Construction Phase Project Loan Documents. 6.15 Indemnity Regarding Construction and Other Risks The Borrower indemnifies, defends and holds the Servicer, its parent, subsidiaries and any affiliated companies and the officers, directors, employees and agents of each of them, any assignees of any of the Servicer’s interest under the Construction Phase Project Loan, any purchasers of the Project at any foreclosure sale or from the Servicer or any of its affiliates, and the officers, directors, employees and agents of each of them (each individually, an “Indemnified Party,” and all collectively, the “Indemnified Parties”) harmless from and against any and all actual or threatened liabilities, claims, actions, causes of action, judgments, orders, damages (including foreseeable and unforeseeable consequential damages), costs, expenses, fines, penalties and losses (including sums paid in settlement of claims and all consultant, expert and legal fees and expenses of the Servicer’s counsel), including those incurred in connection with or any resulting damages, harm or injuries to the person or property of any third parties or to any natural resources directly or indirectly arising out of or resulting from construction of any improvements on the Project, including any defective workmanship or materials; or any failure to satisfy any requirements of any laws, regulations, ordinances, governmental policies or standards, reports, subdivision maps or development agreements that apply or pertain to the Project; or breach of any representation or warranty made or given by the Borrower to any of the Indemnified Parties or to any prospective or actual buyer of all or any portion of the Project; or any claim or cause of action of any kind by any party that any Indemnified Party is liable for any act or omission of the Borrower or any other person or entity in connection with the ownership, sale, operation, construction or reconstruction of the Project; provided however that such indemnification shall not extend to liabilities, claims, actions, causes of action, judgments, orders, damages (including foreseeable or unforeseeable consequential damages), costs, expenses, fines, penalties and losses resulting from the gross negligence or willful malfeasance of an Indemnified Party as determined by a non-appealable judgment by a court of competent jurisdiction. Vista Breeze Construction Disbursement Agreement 55 6.16 Severability The invalidity or unenforceability of any one or more provisions of this Agreement in no way affects any other provision. 6.17 Interpretation Whenever the context requires, all words used in the singular will be construed to have been used in the plural, and vice versa, and each gender will include any other gender. The captions of the sections of this Agreement are for convenience only and do not define or limit any terms or provisions. The word “include(s)” means “include(s), without limitation,” and the word “including” means “including, but not limited to.” No listing of specific instances, items or matters in any way limits the scope or generality of any language of this Agreement. Time is of the essence in the performance of this Agreement by the Borrower. The exhibits to this Agreement are hereby incorporated in this Agreement. 6.18 Amendments This Agreement may not be modified or amended except by a written agreement signed by the Servicer and the Borrower. 6.19 Counterparts This Agreement and any attached consents or exhibits requiring signatures may be executed in counterparts, and all counterparts constitute but one and the same document. 6.20 Language of Agreement The language of this Agreement will be construed as a whole according to its fair meaning and not strictly for or against any party. 6.21 Integration and Relation to Construction Phase Project Loan Commitment The Construction Phase Project Loan Documents (a) integrate all the terms and conditions mentioned in or incidental to this Agreement, (b) supersede all oral negotiations and prior writings with respect to their subject matter, including any Construction Phase Project Loan commitment issued by Servicer (or any affiliate of Servicer) to the Borrower, and (c) are intended by the parties as the final expression of their agreement with respect to the terms and conditions set forth in those documents and as the complete and exclusive statement of the terms agreed to by the parties. No representation, understanding, promise or condition is enforceable against any party unless it is contained in the Construction Phase Project Loan Documents. If there is any conflict between the terms, conditions and provisions of this Agreement and those of any other agreement or instrument, including any other Construction Phase Project Loan Document, the terms, conditions and provisions of this Agreement and the Construction Phase Project Loan Agreement will prevail. 6.22 Electronic Notices Vista Breeze Construction Disbursement Agreement 56 The words “execute,” “execution,” “signed,” “signature,” and words of like import in any amendment or other modification hereof (including waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by Servicer, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, or any other similar state laws based on the Uniform Electronic Transactions Act. 6.23 Waiver of Jury Trial EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING OR ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE CONSTRUCTION PHASE PROJECT LOAN NOTE, THE SECURITY INSTRUMENT, OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO HEREBY: (a) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (b) ACKNOWLEDGES THAT THIS WAIVER AND THE PROVISIONS OF THIS SECTION WERE A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THE CONSTRUCTION PHASE PROJECT LOAN DOCUMENTS; (c) CERTIFIES THAT THIS WAIVER IS KNOWINGLY, WILLINGLY, AND VOLUNTARILY MADE; (d) AGREES AND UNDERSTANDS THAT THIS WAIVER CONSTITUTES A WAIVER OF TRIAL BY JURY OF ALL CLAIMS AGAINST ALL PARTIES TO SUCH PROCEEDING OR ACTION, INCLUDING CLAIMS AGAINST PARTIES WHO ARE NOT PARTIES TO THIS OR ANY OTHER AGREEMENT, AND FURTHER AGREES THAT SUCH PARTY SHALL NOT SEEK TO CONSOLIDATE ANY SUCH PROCEEDING OR ACTION WITH ANY OTHER PROCEEDING OR ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED; (e) AGREES THAT BORROWER AND SERVICER ARE EACH HEREBY AUTHORIZED TO FILE A COPY OF THIS SECTION IN ANY PROCEEDING OR ACTION AS CONCLUSIVE EVIDENCE OF THIS WAIVER OF JURY TRIAL; AND Vista Breeze Construction Disbursement Agreement 57 (f) REPRESENTS AND WARRANTS THAT SUCH PARTY HAS BEEN REPRESENTED IN THE SIGNING OF THIS AGREEMENT AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED BY INDEPENDENT LEGAL COUNSEL SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL. 6.24 PATRIOT Act Notice; Beneficial Ownership Regulation Servicer hereby notifies Borrower that pursuant to the requirements of the PATRIOT Act, Servicer is required to obtain, verify and record information that identifies Borrower, which information includes the name and address of Borrower, a Beneficial Ownership Certification, and other information that will allow Servicer to identify Borrower in accordance with the PATRIOT Act and the Beneficial Ownership Regulation. Borrower shall, promptly following a request by Servicer, provide all documentation and other information that Servicer requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act and the Beneficial Ownership Regulation. 6.25 Determination of Taxability Notwithstanding anything to the contrary contained in any other Construction Phase Project Loan Document, if an Initial Notification of Taxability shall occur, interest on the Construction Phase Project Loan shall thereafter accrue at the Taxable Rate. If such Initial Notification of Taxability is reversed by the Internal Revenue Service or a court of competent jurisdiction and a Determination of Taxability has not occurred, then the Construction Phase Project Loan shall bear interest from the date of such reversal at the rate applicable to the Construction Phase Project Loan prior to the Initial Notification of Taxability and the Fiscal Agent shall refund to the Borrower on or prior to the next succeeding interest payment date under the Construction Phase Project Loan Agreement, the excess interest previously paid. If a Determination of Taxability occurs, interest on the Construction Phase Project Loan shall thereafter accrue at the Default Rate and Fiscal Agent and Servicer shall have all rights and remedies available to it under this Agreement and the other Construction Phase Project Loan Documents, including, but limited to, the right to accelerate the Construction Phase Project Loan and foreclose under the Security Instrument. As used herein, the term “Initial Notification of Taxability” means the receipt by Fiscal Agent, Servicer or any owner of all or any portion of the Funding Loan a communication from the Internal Revenue Service or any court of competent jurisdiction to the effect that the exclusion of interest on the Funding Loan from the gross income of the Owners, for federal income tax purposes, will not continue in effect. As used herein, the term “Determination of Taxability” means (i) a determination by the Commissioner or any District Director of the Internal Revenue Service, (ii) a private ruling or Technical Advice Memorandum issued by the National Office of the Internal Revenue Service, (iii) a determination by any court of competent jurisdiction, or (iv) receipt by the Fiscal Agent, at the request of the Servicer, of an opinion of counsel of the Governmental Lender to the effect that the interest on the Funding Loan is includable in gross income for federal income tax purposes of the owners thereof or any former owner thereof, other than an owner who is a “substantial user” (within the meaning of Section 147(a) of the Code) of the Project or a “related person” (as defined in Section 147(a) of Vista Breeze Construction Disbursement Agreement 58 the Code); provided that no such Determination of Taxability under clause (i), (ii) or (iii) shall be deemed to have occurred if (a) the Borrower and the Servicer have been afforded the opportunity to contest such determination, and (b) if the Borrower or the Servicer has elected to contest such determination in good faith and is proceeding with all applicable dispatch to prosecute such contest until the earliest of (A) a final determination from which no appeal may be taken with respect to such determination, or (B) abandonment of such appeal by the Borrower or the Servicer. As used herein, the term “Taxable Rate” means a floating rate of interest per annum that is two percent (2%) in excess of the Prime Rate (as defined in the Construction Phase Project Loan Note) in effect from time to time, with changes in the Taxable Rate effective concurrently with each announced change in the Prime Rate. 6.26 Waiver by Borrower The Borrower acknowledges that, to the extent that regulations of the Comptroller of the Currency or any other applicable regulatory agency require granting the Borrower the right to receive brokerage confirmations of securities transactions as they occur, the Borrower specifically waives the right to receive such confirmations. 6.27 Municipal Advisor Borrower acknowledges and agrees that: (a) the Construction Phase Project Loan is an arm’s length, commercial transaction between Borrower and Servicer in which Servicer is acting solely as a principal and for its own interest; (b) Servicer is not acting as a municipal advisor or financial advisor to Borrower; (c) Servicer has no fiduciary duty pursuant to Section 15B of the Securities Exchange Act of 1934 to Borrower with respect to the Construction Phase Project Loan and the discussions, undertakings and procedures leading thereto (irrespective of whether Servicer has provided other services or is currently providing other services to Borrower on other matters); and (d) Servicer is not recommending that Borrower take an action with respect to the Construction Phase Project Loan, and Borrower has discussed the information contained herein with its own legal, accounting, tax, financial and other advisors, as it deems appropriate. Borrower is free to engage a municipal advisor as it deems appropriate. The Construction Phase Project Loan is provided to Borrower pursuant to and in reliance upon the “bank exemption” provided under the municipal advisor rules of the Securities and Exchange Commission, Rule 15Ba1-1 et seq. 6.28 Acknowledgement Regarding Any Supported QFCs To the extent that the Construction Phase Project Loan Documents provide support, through a guaranty, mortgage, or otherwise, for any Swap Contract or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”, and each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Construction Phase Project Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State and/or of the United States or any other state of the United States): Vista Breeze Construction Disbursement Agreement 59 (a) In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Construction Phase Project Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Construction Phase Project Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a defaulting lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support. (b) As used in this Section 6.28, the following terms have the following meanings: “BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party. “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D). 6.29 Electronic Signatures This Agreement and any document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to this Agreement (each a “Communication”), including Communications required to be in writing, may, if agreed by Servicer, be in the form of an Electronic Record and may be executed using Electronic Signatures, including, without limitation, facsimile and/or .pdf. Borrower agrees that any Electronic Signature (including, without limitation, facsimile or .pdf) on or associated with any Communication shall be valid and binding on Borrower to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of Borrower enforceable against Borrower in accordance with the terms thereof to the Vista Breeze Construction Disbursement Agreement 60 same extent as if a manually executed original signature was delivered. Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication. For the avoidance of doubt, the authorization under this Section may include use or acceptance by Servicer of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. Servicer may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of Servicer’s business, and destroy the original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record. Notwithstanding anything contained herein to the contrary, Servicer is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by Servicer pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent Servicer has agreed to accept such Electronic Signature, Servicer shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of Borrower or any Guarantor without further verification and regardless of the appearance or form of such Electronic Signature and (b) upon the reques t of Servicer any Communication executed using an Electronic Signature shall be promptly followed by a manually executed, original counterpart. For purposes hereof, “Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time. 6.30 Authorized Persons and Authorized Signers Servicer is authorized to rely upon the continuing authority of the Authorized Persons, Authorized Signers, and designated Authorized Portal Users to bind Borrower as set forth in Borrower’s Instruction Certificate. Such authorization may be changed only upon written notice to Servicer accompanied by evidence, reasonably satisfactory to Servicer, of the authority of the Person giving such notice. Such notice shall be effective not sooner than five (5) Business Days (as defined in the Construction Phase Project Loan Note) following receipt thereof by Servicer. 6.31 Electronic Transmission of Data (a) Electronic Transmission of Data. Servicer and Borrower agree that certain data related to the Loan (including confidential information, documents, applications and reports) may be transmitted electronically, including transmission over the Internet or using the Online Banking Portal. This data may be transmitted to, received from or circulated among agents and representatives of Borrower and/or Servicer and their Affiliates and other Persons involved with the subject matter of this Agreement. (b) Assumption of Risks. Borrower acknowledges and agrees that (i) there are risks associated with the use of electronic transmission and that Servicer does not control the method of transmittal, the service providers or the operational or technical issues that could occur; and (ii) Servicer has no obligation or responsibility whatsoever and assumes no duty or obligation for the security, receipt or third party interception of any such electronic transmission of data or any operational or technical issues that may occur with the electronic transmission of data. Vista Breeze Construction Disbursement Agreement 61 6.32 Online Banking Portal Borrower hereby represents and warrants to Servicer that each individual identified as an Authorized Signer in the Borrower’s Instruction Certificate has the power and authority to delegate, to one or more Authorized Portal Users, the power and authority to utilize and perform any and all Online Facility Transactions available to Borrower from time to time under any Online Banking Portal based on the terms of this Agreement and the Online Portal Agreements, and to bind Borrower with respect to any and all Online Facility Transactions performed on behalf of Borrower on such Online Banking Portal by such Authorized Portal Users. Servicer may rely, without further investigation, upon the foregoing representation and warranty by Borrower, and Servicer shall not be responsible for any Online Facility Transactions or other actions taken by any Authorized Portal Users in connection with the Online Banking Portal. Additionally, Servicer shall not be responsible to Borrower or any other Person for any loss, claim, liability, damage, cost or expense resulting from, related to, arising from or caused by any Online Facility Transactions or other actions by any Authorized Portal Users on the Online Banking Portal. Any Online Portal Agreements delivered to Servicer that are signed by an Authorized Signer shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of Borrower, and each Authorized Portal User shall be conclusively presumed to have acted on behalf of such Borrower. In the event of any conflict between the Online Portal Agreements and this Agreement, the terms of this Agreement shall control. [SIGNATURE PAGE TO FOLLOW] [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] Vista Breeze Construction Disbursement Agreement Exhibits EXHIBITS A. Legal Description of Property B. Description of Improvements, Contracts, and Plans; List of Plans and Specifications (B-1) C. Documents D. Initial Development Budget (D-1) and Draw Schedule (D-2) E. Disbursement Schedule F. Pro forma Schedule G. Form of Funding Notice H. Stored Materials Requirements I. Form of Bank Requisition J. Definitions K. Financial Reporting Requirements L. Form of Compliance Certificate M. Pre-Construction Certificate N. Financial Covenants O. Borrower Detail Form P. Borrower’s Instruction Certificate Vista Breeze Construction Disbursement Agreement Ex A-1 EXHIBIT A Legal Description That leasehold estate created by that Second Amended and Restated Ground Lease, by and between Vista Breeze, Ltd., a Florida limited partnership, and the Housing Authority of The City of Miami Beach, a public body corporate and politic, as evidenced by that Amended and Restated Memorandum of Lease to be recorded over the following described lands: PARCEL 1: LOT 3, 4 and 5, Block 55, OF NORMANDY GOLF COURSE, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 44, AT PAGE 62, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA. PARCEL 2: LOTS 6, 7 and 8, BLOCK 56, NORMANDY GOLF COURSE SUBDIVISION, ACCORDING TO THE PLAT THEREOF RECORDED IN PLAT BOOK 44, PAGE 62, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA. Vista Breeze Construction Disbursement Agreement Ex B-1 EXHIBIT B Description of Improvements, Contracts and Plans (Affordable Housing) 1. Improvements When completed, the Improvements will consist of two buildings with a total of one hundred nineteen (119) residential apartment units, together with all fixtures, tenant improvements and appurtenances now or later located on the Land or in the Improvements. 2. Architecture Contract Borrower has engaged Brooks & Scarpa Architects, Inc. (the “Architect”), to act as the architect in connection with the design and construction of the Improvements. That certain Standard Form of Agreement Between Owner and Architect for a Federally Funded or Federally Insured Project governing this engagement is dated January 17, 2022 (“Architecture Contract”). Borrower must require the Architect to perform in accordance with the terms and conditions of the Architecture Contract. 3. Construction Contract Borrower has engaged Atlantic Pacific Community Builders, LLC, a general contractor licensed in Florida (the “Contractor”) to act as the contractor for the construction of the Improvements. That certain Standard Form of Agreement Between Owner and Contractor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price governing this engagement is dated December 8, 2023 (the “Construction Contract”). Borrower must require the Contractor to perform in accordance with the terms and conditions of the Construction Contract. 4. Plans and Specifications The Plans and Specifications described below (the “Plans and Specifications”) were prepared and certified by the Architect for the use of Borrower and the Contractor in constructing the Improvements. Vista Breeze Construction Disbursement Agreement Ex B-1 - 1 EXHIBIT B-1 List of Plans and Specifications [See Attached] Breeze - Current Drawings Drawing No.Drawing Title Revision Drawing Date Received Date Set Architectural A0.00 CO VER SHEET0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) A0.01 SHEET INDEX0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) A0.02 ALTA SUR VEY0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) A0.10 GENER AL NOTES0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) A0.11 GENER AL NOTES0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) A0.12 SUST AINABLE DESIGN REQUIREMENTS0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) A0.20 DIS ABLED ACCESS COMPLIANCE0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) A0.21 DIS ABLED ACCESS COMPLIANCE0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) A0.22 DIS ABLED ACCESS COMPLIANCE0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) A0.23 DIS ABLED ACCESS COMPLIANCE0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) A0.24 DIS ABLED ACCESS COMPLIANCE0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) A0.50 ALL OW ABLE FL OOR AREA - FAR0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) A0.51F .B.C ALL OW ABLE AREA0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) A0.52A CCESSIBLE ROUTES0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) A0.53 OCCUP ANCY & EGRESS0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) A0.55 UNPROTECTED OPENINGS AREA0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) A1.00 SITE PL AN0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) A3.10 1ST FL OOR PL AN0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) A3.11 1ST FL OOR RCP0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) A3.12 1ST FL OOR SL AB PL AN0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) A3.20 2ND FL OOR PL AN0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) A3.21 2ND FL OOR RCP0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) A3.22 2ND FL OOR SL AB PL AN0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) A3.30 3RD FL OOR PL AN0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) A3.31 3RD FL OOR RCP0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) A3.32 3RD FL OOR SL AB PL AN0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) A3.40 4TH FL OOR PL AN0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) A3.41 4TH FL OOR RCP0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) A3.42 4TH FL OOR SL AB PL AN0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) A3.50 ROOF PL AN1 03/29/2023 03/29/2023 Bid Set V2 (02/14/23) A3.60 ENL ARGED PL ANS0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) A3.63 ENL ARGED PL ANS0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) A3.64 ENL ARGED PL ANS0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23)Atlantic Pacific Community BuildersP rinted on Tue Apr 25, 2023 at 12:38 pm EDT Job #: VIBRV ista Br eezeP age 1 of 6 Drawing No.Drawing Title Revision Drawing Date Received Date Set A3.68 ENL ARGED UNIT PL ANS0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) A3.69 ENL ARGED UNIT PL ANS0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) A3.70 ENL ARGED UNIT PL ANS0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) A3.71 ENL ARGED UNIT PL ANS0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) A3.72 ENL ARGED UNIT PL ANS0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) A3.73 ENL ARGED UNIT PL ANS0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) A4.00 ELEVA TIONS0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) A4.01 ELEVA TIONS0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) A4.02 ENL ARGED BREEZE BL OCK ELEVA TIONS0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) A5.00 SECTIONS0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) A5.01 SECTIONS0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) A5.10 ENL ARGED SECTIONS0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) A5.11 ENL ARGED SECTIONS0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) A6.00 ST AIR 1 PL ANS0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) A6.01 ST AIR 2 PL ANS0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) A6.02 ENL ARGED ST AIR SECTIONS0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) A6.04 ST AIR AND GUARDR AIL DET AILS0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) A6.15R AMP PL ANS0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) A6.16R AMP PL ANS0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) A6.20 ELEVA TOR PL ANS AND DET AILS1 03/29/2023 03/29/2023 Bid Set V2 (02/14/23) A6.21 ELEVA TOR DET AILS0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) A7.00 SCHEDULES1 02/21/2023 02/21/2023 Bid Set V2 (02/14/23) A7.01 INTERIOR KIT CHEN ELEVA TIONS1 03/29/2023 03/29/2023 Bid Set V2 (02/14/23) A7.02 INTERIOR ELEVA TIONS - BA THROOM0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) A7.03 INTERIOR ELEVA TIONS - BA THROOM0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) A8.00 WINDOW SCHEDULE0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) A8.01 WINDOW TYPES0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) A8.02 WINDOW DET AILS0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) A8.10 DOOR SCHEDULE0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) A8.12 DOOR TYPES0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) A8.13 DOOR DET AILS0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) A8.14 DOOR DET AILS0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) A8.15 GA TE DET AILS0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) A9.00W ALL TYPES0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) A9.10 FL OOR TYPES0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) A9.11 FL OOR DET AILS0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) A9.13 CEILING TYPES & DET AILS0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) A9.15 STEPPED PL ANTER DET AILS0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23)Atlantic Pacific Community BuildersP rinted on Tue Apr 25, 2023 at 12:38 pm EDT Job #: VIBRV ista Br eezeP age 2 of 6 Drawing No.Drawing Title Revision Drawing Date Received Date Set A9.16L OUVER/WINDOW BOX DET AILS0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) A9.18 STEPPED DECK DET AILS0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) A9.19 DOCK DET AILS0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) A9.20 ROOF TYPES/DET AILS0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) A9.21 ROOF DET AILS0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) A9.22 BREEZE BL OCK DET AILS0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) Civil C101PA VING PL AN0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) C102 GR ADING PL AN 1002/14/2023 02/14/2023 Bid Set V2 (02/14/23) C103 GR ADING PL AN 2002/14/2023 02/14/2023 Bid Set V2 (02/14/23) C104 DR AINA GE PL AN 1002/14/2023 02/14/2023 Bid Set V2 (02/14/23) C105 DR AINA GE PL AN 2002/14/2023 02/14/2023 Bid Set V2 (02/14/23) C-301PA VING DET AILS0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) C401 DR AINA GE DET AILS 1002/14/2023 02/14/2023 Bid Set V2 (02/14/23) C-402 DR AINA GE DET AILS 2002/14/2023 02/14/2023 Bid Set V2 (02/14/23) C-403 DR AINA GE DET AILS 3002/14/2023 02/14/2023 Bid Set V2 (02/14/23) C-404 DR AINA GE DET AILS 4002/14/2023 02/14/2023 Bid Set V2 (02/14/23) CU101WA TER & FIRE SER VICE PL AN0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) CU102S ANIT ARY SEWER SER VICE PL AN0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) CU103WA TER & FIRE DET AILS 1002/14/2023 02/14/2023 Bid Set V2 (02/14/23) CU104WA TER & FIRE DET AILS 2002/14/2023 02/14/2023 Bid Set V2 (02/14/23) CU105WA TER & FIRE DET AILS 3002/14/2023 02/14/2023 Bid Set V2 (02/14/23) CU106WA TER & FIRE DET AILS - 4002/14/2023 02/14/2023 Bid Set V2 (02/14/23) D-101 DEMOLITION PL AN0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) G-001 CO VER SHEET0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) G-101 GENER AL NOTES0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) G-102 EXISTING CONDITIONS0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) SW101 STORM WATER POLL UTION PREVENTION NOTES0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) SW201 STORM WATER POLL UTION PREVENTION PL AN0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) SW301 STORMWA TER POLL UTION PREVENTION SECTIONS & DET AILS0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) Electrical E0.01 ELECTRICAL SYMB OLS, LEGEND, NOTES AND INDEX0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) E0.02 ELECTRICAL SPECIFICA TIONS0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) E0.03 ELECTRICAL GENER AL NOTES0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) E0.04 COMMISSIONING REQUIREMENTS0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) E1.01 ELECTRICAL SITE PL AN0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) E2.10 ELECTRICAL LIGHTING 1ST FL OOR PL AN0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) E2.20 ELECTRICAL LIGHTING 2ND FL OOR PL AN0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23)Atlantic Pacific Community BuildersP rinted on Tue Apr 25, 2023 at 12:38 pm EDT Job #: VIBRV ista Br eezeP age 3 of 6 Drawing No.Drawing Title Revision Drawing Date Received Date Set E2.30 ELECTRICAL LIGHTING 3RD FL OOR PL AN0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) E2.40 ELECTRICAL LIGHTING 4TH FL OOR PL AN0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) E2.50 ELECTRICAL LIGHTING ROOF PL AN0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) E3.10 ELECTRICAL POWER/SYSTEMS 1ST FL OOR PL AN0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) E3.20 ELECTRICAL POWER/SYSTEMS 2ND FL OOR PL AN0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) E3.30 ELECTRICAL POWER/SYSTEMS 3RD FL OOR PL AN0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) E3.40 ELECTRICAL POWER/SYSTEMS 4TH FL OOR PL AN0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) E3.50 ELECTRICAL POWER/SYSTEMS ROOF PL AN0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) E4.01 ELECTRICAL TYPICAL ENL ARGED PL AN0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) E5.01 ELECTRICAL ONE-LINE DIA GR AM - MDP10 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) E5.02 ELECTRICAL ONE-LINE DIA GR AM - MDP20 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) E5.03D AS RISER DIA GR AM0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) E6.01 LIGHTING FIX TURE SCHEDULE0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) E7.01 AS INDICA TED0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) E8.01 ELECTRICAL DET AILS0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) E8.02 ELECTRICAL DET AILS0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) Fire Protection FP0.01 FIRE PROTECTION LEGEND0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) FP1.01 FIRE PROTECTION SITE PL AN0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) FP2.10 FIRE PROTECTION 1ST FL OOR PL AN0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) FP2.20 FIRE PROTECTION 2ND FL OOR PL AN0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) FP2.30 FIRE PROTECTION 3RD FL OOR PL AN0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) FP2.40 FIRE PROTECTION 4TH FL OOR PL AN0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) FP3.01 FIRE PROTECTION ENL ARGED PL ANS0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) FP5.01 FIRE PROTECTION DET AILS0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) Irrigation IR -01 GROUND LEVEL IRRIGA TION PL AN0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) IR -02 2ND LEVEL IRRIGA TION PL AN0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) IR -03 3RD LEVEL IRRIGA TION PL AN0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) IR -04 4TH LEVEL IRRIGA TION PL AN0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) IR -05 IRRIGA TION DET AILS0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) IR -06 DRIP NOTES AND DET AILS1 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) Landscape L1.00 TREE DISPOSITION PL AN0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) L1.10 1ST FL OOR PL ANTING PL AN0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) L1.11 2ND FL OOR PL ANTING PL AN0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) L1.12 3RD FL OOR PL ANTING PL AN0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) L1.13 4TH FL OOR PL ANTING PL AN0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23)Atlantic Pacific Community BuildersP rinted on Tue Apr 25, 2023 at 12:38 pm EDT Job #: VIBRV ista Br eezeP age 4 of 6 Drawing No.Drawing Title Revision Drawing Date Received Date Set L1.30 HARDSCAPE & LIGHTING PL AN0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) L1.50L ANDSCAPE 5%002/14/2023 02/14/2023 Bid Set V2 (02/14/23) Mechanical M0.01 MECHANICAL SYMB OLS, LEGEND, NOTES AND INDEX0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) M0.02 MECHANICAL SPECIFICA TIONS0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) M0.03 COMMISSIONING REQUIREMENTS0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) M2.10 MECHANICAL 1ST FL OOR PL AN0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) M2.20 MECHANICAL 2ND FL OOR PL AN0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) M2.30 MECHANICAL 3RD FL OOR PL AN0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) M2.40 MECHANICAL 4TH FL OOR PL AN0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) M2.50 MECHANICAL ROOF PL AN0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) M4.01 MECHANICAL ENL ARGED PL ANS0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) M5.01 MECHANICAL SCHEDULES0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) M7.01 MECHANICAL DET AILS0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) Plumbing P0.01 PL UMBING SYMB OLS, LEGEND, NOTES AND INDEX0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) P0.02 COMMISSIONING REQUIREMENTS0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) P2.10 PL UMBING UNDERGROUND PL AN0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) P2.20 PL UMBING 1ST FL OOR PL AN0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) P2.30 PL UMBING 2ND FL OOR PL AN0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) P2.40 PL UMBING 3RD FL OOR PL AN0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) P2.50 PL UMBING 4TH FL OOR PL AN0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) P2.60DA TE PRINTED:002/14/2023 02/14/2023 Bid Set V2 (02/14/23) P3.01 TYPICAL ENL ARGED PL AN0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) P4.01P AR TIAL PL UMBING RISER0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) P4.02P AR TIAL PL UMBING RISER0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) P4.03P AR TIAL PL UMBING RISER0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) P4.04P AR TIAL PL UMBIGN RISER0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) P4.05P AR TIAL PL UMBNIG PL AN0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) P4.06P AR TIAL PL UMBING RISER0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) P4.07 PL UMBING RISER0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) P5.01 PL UMBING DET AILS0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) Structural S-0.00 STRUCTUR AL NOTES1 03/29/2023 03/29/2023 Bid Set V2 (02/14/23) S-0.01 CONCRETE TABLE0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) S-1.00 TYPICAL DET AILS0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) S-1.01 TYPICAL DET AILS0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) S-1.02 TYPICAL DET AILS0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23)Atlantic Pacific Community BuildersP rinted on Tue Apr 25, 2023 at 12:38 pm EDT Job #: VIBRV ista Br eezeP age 5 of 6 Drawing No.Drawing Title Revision Drawing Date Received Date Set S-2.00 FOUNDA TION PL AN0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) S-2.01 GROUND FL OOR REINFOR CING PL AN0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) S-2.02 2ND LEVEL REINFOR CING PL AN0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) S-2.03 3RD LEVEL REINFOR CING PL AN0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) S-2.04 4TH LEVEL REINFOR CING PL AN0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) S-2.05 ROOF REINFOR CING PL AN0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) S-3.00 SECTIONS AND DET AILS0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) S-3.01 SECTIONS AND DET AILS0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) S-3.02 SECTIONS AND DET AILS0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) S-3.03 SECTIONS AND DET AILS0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) S-3.04 SECTIONS AND DET AILS0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) S-3.05 SECTIONS AND DET AILS0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) S-3.10 ST AIR SECTIONS0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) S-3.11 ST AIR SECTIONS0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) S-3.20 SHEAR WALL FOUNDA TIONS0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) S-3.30 PILE CAP FOUNDA TION DET AILS0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) S-4.00 GR ADE BEAM AND PILE SCHEDULE1 03/29/2023 03/29/2023 Bid Set V2 (02/14/23) S-4.01 GR APHICAL COL UMN SCHEDULE0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) S-4.02 CONCRETE BEAM AND STEEL BEAM SCHEDULE0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) S-4.03 CMU WALL, RC WALL, SHEARW ALL & SL AB SCHEDULE0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) S-4.04 SCHEDULES AND COMPONENTS AND CL ADDING DIA GR AM0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) S-5.00 3D VIEWS0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) S-5.01 3D VIEWS0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) S-5.02 3D VIEWS0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23) S-5.03 3D VIEWS0 02/14/2023 02/14/2023 Bid Set V2 (02/14/23)Atlantic Pacific Community BuildersP rinted on Tue Apr 25, 2023 at 12:38 pm EDT Job #: VIBRV ista Br eezeP age 6 of 6 Vista Breeze Construction Disbursement Agreement Ex C-1 EXHIBIT C Documents (Affordable Housing) For purposes of this Agreement, the “Construction Phase Project Loan Documents” are defined to include all documents identified below in Section 1 (“Loan Documents”), Section 2 (“Company Documents”), Section 3 (“Evidence of Authority”) and Section 4 (“Opinions”) together with the exhibits to each of them, as one or more of them may be extended, modified or renewed from time to time with the prior written consent of the Servicer in each instance. The Construction Phase Project Loan Documents also include any document to be executed in the future that is identified in writing as a Construction Phase Project Loan Document. Section 1. Loan Documents 1. Funding Loan Agreement; 2. Construction Phase Project Loan Agreement; 3. Construction Phase Project Loan Note; 4. Allonge (Construction Phase Project Loan Note) dated as of December 15, 2023 made by Governmental Lender in favor of Fiscal Agent (the “Allonge”); 5. This Agreement; 6. Tax Regulatory Agreement; 7. Security Instrument; 8. The Assignment; 9. Landlord’s Agreement and Estoppel Certificate executed by the Housing Authority of the City of Miami Beach (“HACMB”), Borrower and Initial Funding Lender (“Landlord’s Agreement”); 10. Assignment of Management Agreement and Subordination of Management Agreement and Fees executed by Borrower in favor of Servicer and consented to by Management Agent (the “Assignment of Management Agreement”); 11. Collateral Assignment and Pledge of Developer Fees and Security Agreement executed by APC Developer in favor of Servicer (the “APC Developer Fee Pledge”); 12. Collateral Assignment and Pledge of Developer Fees and Security Agreement executed by HACMB Developer in favor of Servicer (the “HACMB Developer Fee Pledge”); Vista Breeze Construction Disbursement Agreement Ex C-2 13. Collateral Assignment and Pledge of Partnership Interests and Security Agreement executed by the Managing General Partner in favor of Servicer (the “Managing GP Interest Pledge”); 14. Collateral Assignment and Pledge of Partnership Interests and Security Agreement executed by the Administrative General Partner in favor of Servicer (the “Administrative GP Interest Pledge”); 15. Investor Equity Assignment and Security Agreement executed by Borrower in favor of Servicer (the “Investor Equity Pledge”); 16. Assignment of Contracts executed by Borrower in favor of Servicer (the “Assignment of Contracts”); 17. Architect’s Consent and Certificate executed by the Architect (the “Architect’s Consent”); 18. Contractor’s Consent and Agreement executed by the Contractor (the “Contractor’s Consent”); 19. Development Budget Certification executed by Borrower and Servicer (the “Budget Certification”); 20. Insurance Anti-Coercion Statement for Real or Personal Property executed by Borrower (the “Insurance Anti-Coercion Statement”); 21. General Contractor’s Affidavit executed by the Contractor (the “General Contractor’s Affidavit”); 22. Borrower and Managing General Partner’s Affidavit executed by the Managing General Partner (the “Managing GP’s Affidavit”); 23. Administrative General Partner’s Affidavit executed by the Administrative General Partner (the “Administrative GP’s Affidavit”); 24. Guarantor’s Affidavit (Howard D. Cohen) executed by Howard D. Cohen, as an individual (the “Cohen Affidavit”); 25. Guarantor’s Affidavit (Howard D. Cohen Revocable Trust U/A/D 4/6/1993) executed by Howard D. Cohen Revocable Trust U/A/D 4/6/1993 (the “Cohen Trust Affidavit”); 26. Guaranty Agreement executed by Guarantor for the benefit of Servicer (the “Guaranty Agreement”); 27. Environmental Indemnification and Release Agreement executed by Borrower and Guarantor for the benefit of Servicer (the “Environmental Indemnity”); Vista Breeze Construction Disbursement Agreement Ex C-3 28. Assignment of Agreement to Enter into a Housing Assistance Payments Agreement executed by Borrower in favor of Servicer (the “Assignment of AHAP Contract”); 29. Consent to Assignment of AHAP Contract as Security for Financing executed by Borrower and HACMB for the benefit of Servicer (the “Consent to Assignment of AHAP Contract”); 30. The Subordination Agreements; 31. State of Florida Uniform Commercial Code Financing Statement Form UCC-1, naming Borrower as debtor for the benefit of Fiscal Agent, as secured party, and Governmental Lender, as assignor secured party, relating to the Security Instrument, to be filed with the Florida Secured Transaction Registry (the “Project UCC”); 32. State of Florida Uniform Commercial Code Financing Statement Forms UCC-1, naming Borrower as debtor for the benefit of Fiscal Agent, as secured party, and Governmental Lender, as assignor secured party, relating to the Security Instrument, to be filed with the Clerk of the Courts, Miami-Dade County, Florida (the “Fixture Filing UCC”); 33. State of Florida Uniform Commercial Code Financing Statement Form UCC-1 relating to the APC Developer Fee Pledge, to be filed with the Florida Secured Transaction Registry (the “APC Developer Fee UCC”); 34. State of Florida Uniform Commercial Code Financing Statement Form UCC-1 relating to the HACMB Developer Fee Pledge, to be filed with the Florida Secured Transaction Registry (the “HACMB Developer Fee UCC”); 35. State of Florida Uniform Commercial Code Financing Statement Form UCC-1 relating to the Managing GP Interest Pledge, to be filed with the Florida Secured Transaction Registry (the “Managing GP UCC”); 36. State of Florida Uniform Commercial Code Financing Statement Form UCC-1 relating to the Administrative GP Interest Pledge, to be filed with the Florida Secured Transaction Registry (the “Administrative GP UCC”); and 37. State of Florida Uniform Commercial Code Financing Statement Form UCC-1 relating to the Equity Pledge, to be filed with the Florida Secured Transaction Registry (the “Investor Equity UCC”). Section 2. Company Documents 2.1 Partnership Agreement; 2.2 Ground Lease; 2.3 Development Agreement executed by Borrower and Developer (the “Development Agreement”); Vista Breeze Construction Disbursement Agreement Ex C-4 2.4 Closing Certificate executed by General Partner for the benefit of the Investor Limited Partner and the Special Limited Partner (the “Closing Certificate”); 2.5 Guaranty Agreement executed by the Guarantors for the benefit of the Investor Limited Partner and the Special Limited Partner (the “Equity Guaranty”); 2.6 Purchase Option Agreement by and between Borrower and HACMB, and consented to by General Partner, Investor Limited Partner and Special Limited Partner (the “Purchase Option”); 2.7 Right of First Refusal Agreement executed by and between Borrower and Housing Authority of the City of Miami Beach, and consented to by General Partner, Investor Limited Partner and Special Limited Partner (the “ROFR Agreement”); and 2.8 Supervisory Management Agreement executed by and between Borrower and General Partner (the “Supervisory Management Agreement”). Section 3. Evidence of Authority 3.1 Incumbency Certificate and Authorizing Resolutions of Borrower and Managing General Partner. Section 4. Opinions. 4.1 Opinion of counsel to Borrower, Managing General Partner and Guarantor with respect to the due authorization, execution, delivery and enforceability of the Construction Phase Project Loan Documents to which they are a party; 4.2 Opinion of counsel to Administrative General Partner with respect to the due authorization, execution, delivery and enforceability of the Construction Phase Project Loan Documents to which it is a party; and 4.3 Opinion of bond counsel to Governmental Lender regarding the exemption of the interest on the Construction Phase Project Loan from federal income taxation. Vista Breeze Construction Disbursement Agreement Ex D-1 - 1 EXHIBIT D-1 Development Budget Affordable Housing [See attached] Vista Breeze MASTER Project Setup Vista Breeze - Miami Beach, FL Project Setup Project Name Vista Breeze MILESTONE DATE DURATION CUMULATIVE City Miami Beach Predevelopment Start Dec-21 Months Months County, State Miami-Dade County, FL Closing Dec-23 State FL Construction Start Dec-23 0 0 Ownership Entity Vista Breeze Ltd.First Building TCO Feb-25 14 14 Development Manager Michelle Feigenbaum Last Building TCO Feb-25 0 14 Development Accountant Milagros Medrano 100% Complete Mar-25 1 15 100% Occupied Aug-25 6 20 Bond Deal Yes Conversion to Perm Lo Dec-25 4 24 Credit Rate 4.00%Equity Stabilization Dec-25 4 24 Building Type Mid Rise 4 Final Equity/8609 Jan-26 1 25 Project Type New Construction End of Compliance Per Feb-40 180 0 Qualifying Program Average Income Demographic Elderly % of Affordable Housing Units 100.0% Income Type % Units % SF % Income Units Count SF UA ELI 0.0%0%0%Studio 119 408 133 PBV 100.0%100%100%1 Bedroom - - - LI 0.0%0%0%2 Bedroom - - - WKFC 0.0%0%0%3 Bedroom - - - MKT 0.0%0%0%4 Bedroom - - - Total 100.0%100.0%100.0%5 Bedroom - - - Credit Delivery Schedule Lease-up Information 2025 $1,674,152 # of Occupancies upon initial C/O 20 2026 $2,671,161 # of Occupancies per Month 20 2027 $2,671,161 BR Type # of Units Income Type Net SF Income Limit 2023 FMR Rent Net Rent Total Rent Annual Rent P.S.F. Studio - NHTF Unit 5 PBV 405 22%$1,498 $1,365 81,912 $3.37 Studio 20 PBV 405 30%$1,498 $1,365 327,648 $3.37 Studio 59 PBV 405 60%$1,498 $1,365 966,562 $3.37 Studio 5 PBV 473 60%$1,498 $1,365 81,912 $2.89 Studio 30 PBV 405 80%$1,498 $1,365 491,472 $3.37 Total/Average 119 48,535 $162,459 1,949,506 $3.35 Operating Expenses Total Per Unit Per NSF Lender Administrative 60,631 510 $1.25 Management Fee (% of EGI)112,953 949 $2.33 Utilities 114,000 958 $2.35 Payroll, Taxes & Benefits 193,453 1,626 $3.99 R & M 101,150 850 $2.08 Insurance 178,500 1,500 $3.68 Security 44,863 377 $0.92 Replacement Reserves 35,700 300 $0.74 Total 841,250 7,069 Senior Debt Service Coverage 1.36x Total Debt Service Coverage 1.16x 12/8/2023 2:25 PM 1 of 5 Vista Breeze MASTER Debt Debt Assumptions Loan Type Lien Lender Name Loan Amt Interest Rate Amortizing Amo Period Term Monthly Payment Annual Pmt Min DSC Yr 1 Max DSC Yr 1 Yr 1 Min DSC Yr 15 Max DSC Yr 15 Yr 15 D.S.C. Perm 1 Citi $11,875,000 6.47%Yes 480 216 $69,269 $831,232 1.15x 1.50x 1.36x 1.15x 1.50x 1.49x Construction N/A BoA $32,500,000 8.27%No 30 $0 $0 SAIL 2 FHFC $3,000,000 1.00%No 360 $2,500 $30,000 1.10x 1.50x 1.30x 1.00x 1.50x 1.44x Viability Loan 3 FHFC $4,300,000 1.00%No 360 $3,583 $43,000 1.10x 2.00x 1.24x 1.00x 1.60x 1.37x Supplemental ELI N/A FHFC $600,000 0.00%No 360 $0 $0 0.00x 2.00x 1.24x 0.00x 2.00x 1.37x NHTF N/A FHFC $1,301,500 0.00%No 360 $0 $0 0.00x 2.00x 1.24x 0.00x 2.00x 1.37x HOME - 2022 + 2023 CMB $1,003,969 0.00%No 360 $0 $0 0.00x 2.00x 1.24x 0.00x 2.00x 1.37x SURTAX MDC PHCD $5,950,000 1.00%No 360 $4,958 $59,500 1.00x 2.00x 1.16x 0.00x 2.00x 1.29x Sponsor Note 4 HACMB $8,000,000 5.03%No 360 $33,533 $402,400 0.00x 2.00x 0.80x 0.00x 2.00x 0.91x 12/8/2023 2:25 PM 2 of 5 Vista Breeze MASTER S&U Vista Breeze - Miami Beach, FL Sources & Uses Sources Total %Per Unit Perm 11,875,000 18.11%99,790 Viability Loan 4,300,000 6.56%36,134 SAIL 3,000,000 4.58%25,210 Supplemental ELI 600,000 0.92%5,042 NHTF 1,301,500 1.98%10,937 HOME - 2022 + 2023 1,003,969 1.53%8,437 SURTAX 5,950,000 9.07%50,000 Sponsor Note 8,000,000 12.20%67,227 Limited Partner Equity 26,310,934 40.13%221,100 Deferred Developer Fee 3,228,043 4.92%27,126 Total Sources 65,569,446 100.00%551,004 Uses Total %Per Unit Hard Construction Costs 33,312,634 50.81%279,938 Recreational/Owner Items 1,538,622 2.35%12,930 Hard Cost Contingency 5.0%1,665,632 2.54%13,997 Construction Interest Expense 3,332,032 5.08%28,000 Permanent Loan Origination Fee 118,750 0.18%998 Permanent Loan Closing Costs 54,450 0.08%458 Construction Loan Origination Fee 325,000 0.50%2,731 Construction Loan Closing Costs 97,500 0.15%819 Costs of Issuance 620,070 0.95%5,211 Other Loan Closing Costs 176,657 0.27%1,485 Accounting Fees 40,000 0.06%336 Application Fees 16,585 0.03%139 Appraisal 12,770 0.02%107 Architect Fee - Design 970,000 1.48%8,151 Architect Fee - Supervision 190,000 0.29%1,597 Builder's Risk Insurance 360,000 0.55%3,025 Building Permit 4.3%1,428,685 2.18%12,006 P&P Bond 269,717 0.41%2,267 Credit Underwriting Fee 176,435 0.27%1,483 Engineering Fee 150,806 0.23%1,267 Environmental Report 6,700 0.01%56 FHFC Administrative Fees 240,429 0.37%2,020 FHFC Application Fees 9,500 0.01%80 FHFC Compliance Monitoring Fee 229,316 0.35%1,927 Impact Fees 66,027 0.10%555 Inspection Fees 412,714 0.63%3,468 Insurance - Property/Liability 178,500 0.27%1,500 Legal Fees - Partnership 475,000 0.72%3,992 Legal Fees - Other 135,000 0.21%1,134 Market Study 8,000 0.01%67 Marketing & Advertising 20,000 0.03%168 Stabilization Operating Expenses 117,515 0.18%988 Soil Test Report 13,650 0.02%115 Survey (Including As-Built)67,998 0.10%571 Title Insurance & Recording 252,157 0.38%2,119 Utility Connection Fee 128,690 0.20%1,081 General Liability Insurance 116,595 0.18%980 Scheduling 80,400 0.12%676 Soft Cost Contingency 5.0%308,660 0.47%2,594 Sub-Total 47,723,195 Miscellaneous Reserves 3 months 463,580 0.71%3,896 Land, To Be Acquired 8,800,000 13.42%73,950 Developer's Fee 18.0%8,582,671 13.09%72,123 Total Project Cost 65,569,446 100.00%551,004 12/8/2023 2:25 PM 3 of 5 Vista Breeze MASTER TC Calc Vista Breeze - Miami Beach, FL Eligible Basis/Tax Credit Calculation Enter Eligible Eligible Eligible Costs Costs Ineligible Eligible Costs Total Costs % New/Rehab Acquisition Costs Hard Construction Costs 33,312,634 98%32,646,381 - 666,253 Recreational/Owner Items 1,538,622 80%1,230,898 - 307,724 Hard Cost Contingency 1,665,632 100%1,665,632 - - Construction Interest Expense 3,332,032 57%1,888,293 - 1,443,739 Permanent Loan Origination Fee 118,750 0%- - 118,750 Permanent Loan Closing Costs 54,450 0%- - 54,450 Construction Loan Origination Fee 325,000 100%325,000 - - Construction Loan Closing Costs 97,500 100%97,500 - - Costs of Issuance 620,070 7% 42,554 - 577,516 Other Loan Closing Costs 176,657 0%- - 176,657 Accounting Fees 40,000 0%- - 40,000 Application Fees 16,585 100%16,585 - - Appraisal 12,770 100%12,770 - - Architect Fee - Design 970,000 100%970,000 - - Architect Fee - Supervision 190,000 100%190,000 - - Builder's Risk Insurance 360,000 100%360,000 - - Building Permit 1,428,685 100%1,428,685 - - P&P Bond 269,717 100%269,717 - - Credit Underwriting Fee 176,435 0%- - 176,435 Engineering Fee 150,806 100%150,806 - - Environmental Report 6,700 100%6,700 - - FHFC Administrative Fees 240,429 0%- - 240,429 FHFC Application Fees 9,500 0%- - 9,500 FHFC Compliance Monitoring Fee 229,316 0%- - 229,316 Impact Fees 66,027 100%66,027 - - Inspection Fees 412,714 100%412,714 - - Insurance - Property/Liability 178,500 50%89,250 - 89,250 Legal Fees - Partnership 475,000 0%- - 475,000 Legal Fees - Other 135,000 75%101,250 - 33,750 Market Study 8,000 100%8,000 - - Marketing & Advertising 20,000 0%- - 20,000 Stabilization Operating Expenses 117,515 0%- - 117,515 Soil Test Report 13,650 100%13,650 - - Survey (Including As-Built) 67,998 100%67,998 - - Title Insurance & Recording 252,157 100% 252,157 - - Utility Connection Fee 128,690 100%128,690 - - General Liability Insurance 116,595 100%116,595 - - Scheduling 80,400 0%- - 80,400 Soft Cost Contingency 308,660 76% 233,080 - 75,580 Sub-Total 47,723,195 90%42,790,931 - 4,932,265 Miscellaneous Reserves 463,580 0% - - 463,580 Land, To Be Acquired 8,800,000 0% - - 8,800,000 Developer's Fee 8,582,671 100%8,582,671 - - Total Cost 65,569,446 78%51,373,602 - 14,195,845 Proforma 12/8/2023 3:01 PM 1 of 2 Vista Breeze MASTER TC Calc Vista Breeze - Miami Beach Eligible Basis/Tax Credit Calculation Tax Credit Calculation County Miami-Dade County, FL DDA or QCT Yes Geographic Cap 2,882,000 Tax-Exempt Bond Test (50% Test) Maximum Request per unit 500,000 Eligible Basis 51,373,602 Per Unit Cap 59,500,000 Land (owned or to be acquired) 8,800,000 Applicable Cap 2,882,000 Total 60,173,602 LIHTC 9% OR 4% 4% Tax-exempt bond request 32,500,000 Eligible Basis (Rehab & New Construction) 51,373,602 Eligible Basis (Acquisition) - As a Percent 54.01% Applicable % 100.00% Qualified Basis (Rehab & New Construction) 66,785,682 Qualified Basis (Acquisition) - Credit % Rehab & New Construction (enter here) 4.00% Credit % Acquisition (enter here) 4.00% Annual Credits 2,671,428 0 Annual Credits @ Maximum 2,671,428 Annual Credits Per Unit Override 22,449 2,671,428 Aggregate Credits (10 Years) 26,714,280 % Syndicated To LP 99.99% Price Per Credit 0.985 Limited Partner Equity - Rounded 26,310,934$ Tax Credit Equity Pay-ins % Complete % Equity $ Equity Payment Date Duration (Months) Cumulative Months Draw # Closing Equity 0% 20.00% 5,262,187 12/01/23 Equity at 25.00% 25% 0.00% - 05/01/24 556 Equity at 50.00% 50% 0.00% - 09/01/24 4910 Equity at 75.00% 75% 0.00% - 09/01/24 0910 Equity at 100.00% 100% 40.00% 10,524,374 04/01/25 71617 Stabilization Equity 37.50% 9,866,600 12/01/25 82425 Final Equity/8609 2.50% 657,773 01/01/26 12526 Total 100.00%26,310,934 Excess Eligible Basis 12/8/2023 3:01 PM 2 of 2 Vista Breeze MASTER UW OPEX Vista Breeze - Miami Beach, FL U/W Operating Statement 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 Income:Column1 Year 1 Per Unit Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 11 Year 12 Year 13 Year 14 Year 15 Net Rental Income 1,949,506 16,382 1,988,496 2,028,266 2,068,831 2,110,208 2,152,412 2,195,460 2,239,369 2,284,157 2,329,840 2,376,436 2,423,965 2,472,444 2,521,893 2,572,331 Reserve For Vacancy 5.0%(97,475)(819)(99,425)(101,413)(103,442)(105,510)(107,621)(109,773)(111,968)(114,208)(116,492)(118,822)(121,198)(123,622)(126,095)(128,617) Other Income 30,524 257 31,439 32,382 33,354 34,354 35,385 36,447 37,540 38,666 39,826 41,021 42,252 43,519 44,825 46,170 Total Income 1,882,554 15,820 1,920,510 1,959,235 1,998,743 2,039,052 2,080,176 2,122,134 2,164,941 2,208,615 2,253,174 2,298,636 2,345,019 2,392,341 2,440,623 2,489,884 Expenses:Column1 Year 1 Per Unit Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 11 Year 12 Year 13 Year 14 Year 15 Administrative 60,631 510 62,450 64,323 66,253 68,241 70,288 72,397 74,568 76,806 79,110 81,483 83,927 86,445 89,039 91,710 Management Fee (% of EGI)6.0%112,953 949 115,231 117,554 119,925 122,343 124,811 127,328 129,896 132,517 135,190 137,918 140,701 143,540 146,437 149,393 Utilities 114,000 958 117,420 120,943 124,571 128,308 132,157 136,122 140,206 144,412 148,744 153,206 157,803 162,537 167,413 172,435 Payroll, Taxes & Benefits 193,453 1,626 199,256 205,234 211,391 217,733 224,265 230,993 237,923 245,060 252,412 259,984 267,784 275,817 284,092 292,615 R & M 101,150 850 104,185 107,310 110,529 113,845 117,261 120,778 124,402 128,134 131,978 135,937 140,015 144,216 148,542 152,998 Insurance 178,500 1,500 183,855 189,371 195,052 200,903 206,930 213,138 219,532 226,118 232,902 239,889 247,086 254,498 262,133 269,997 Security 44,863 377 46,209 47,595 49,023 50,494 52,009 53,569 55,176 56,831 58,536 60,292 62,101 63,964 65,883 67,859 Replacement Reserves 35,700 300 36,771 37,874 39,010 40,181 41,386 42,628 43,906 45,224 46,580 47,978 49,417 50,900 52,427 53,999 Total Expenses 841,250 7,069 865,376 890,204 915,754 942,048 969,106 996,952 1,025,610 1,055,101 1,085,453 1,116,688 1,148,834 1,181,918 1,215,966 1,251,007 Net Operating Income 1,041,304 8,750 1,055,134 1,069,031 1,082,989 1,097,004 1,111,070 1,125,181 1,139,331 1,153,513 1,167,721 1,181,948 1,196,184 1,210,424 1,224,658 1,238,877 Debt Service:Column1 Year 1 Per Unit Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 11 Year 12 Year 13 Year 14 Year 15 Perm Service 768,313 6,456 768,313 831,232 831,232 831,232 831,232 831,232 831,232 831,232 831,232 831,232 831,232 831,232 831,232 831,232 Asset Management Fee 3.0%5,000 42 5,150 5,305 5,464 5,628 5,796 5,970 6,149 6,334 6,524 6,720 6,921 7,129 7,343 7,563 SAIL Service 100%30,000 252 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 Viability Loan Service 43,000 361 43,000 43,000 43,000 43,000 43,000 43,000 43,000 43,000 43,000 43,000 43,000 43,000 43,000 43,000 SURTAX Service 59,500 500 59,500 59,500 59,500 59,500 59,500 59,500 59,500 59,500 59,500 59,500 59,500 59,500 59,500 59,500 Sponsor Note Service 402,400 3,382 402,400 402,400 402,400 402,400 402,400 402,400 402,400 402,400 402,400 402,400 402,400 402,400 402,400 402,400 Ground Lease Rent Service 129,260 1,086 129,260 129,260 129,260 129,260 129,260 129,260 129,260 129,260 129,260 129,260 129,260 129,260 129,260 129,260 Total Debt Service 1,705,463 14,332 1,719,293 1,733,190 1,747,149 1,761,164 1,775,230 1,789,341 1,803,491 1,817,673 1,831,881 1,846,107 1,860,344 1,874,583 1,517,352 1,502,955 Distributable Cashflow 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Asset Management Fee 3.0%0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Beginning DDF 3.0%3,228,043 27,126 3,048,853 2,850,197 2,696,234 2,523,439 2,331,194 2,118,867 1,885,815 1,631,382 1,354,898 1,055,681 733,035 386,255 14,618 0 DDF Repayment 267,991 2,252 281,671 232,494 246,293 260,144 274,041 287,979 301,949 315,947 329,965 343,996 358,031 372,063 14,618 0 Ending DDF 2,960,051 24,874 2,767,181 2,617,703 2,449,941 2,263,295 2,057,153 1,830,889 1,583,866 1,315,435 1,024,933 711,685 375,005 14,192 0 0 Debt Service Coverage: Perm Service 1.36x 1.37x 1.29x 1.30x 1.32x 1.34x 1.35x 1.37x 1.39x 1.40x 1.42x 1.44x 1.46x 1.47x 1.49x SAIL 1.30x 1.32x 1.24x 1.26x 1.27x 1.29x 1.31x 1.32x 1.34x 1.36x 1.37x 1.39x 1.41x 1.42x 1.44x Viability Loan 1.24x 1.25x 1.18x 1.20x 1.21x 1.23x 1.24x 1.26x 1.28x 1.29x 1.31x 1.32x 1.34x 1.35x 1.37x SURTAX 1.16x 1.17x 1.11x 1.12x 1.14x 1.15x 1.17x 1.18x 1.20x 1.21x 1.23x 1.24x 1.26x 1.27x 1.29x Sponsor Note 0.80x 0.81x 0.78x 0.79x 0.80x 0.81x 0.82x 0.83x 0.84x 0.85x 0.87x 0.88x 0.89x 0.90x 0.91x Ground Lease Rent 0.73x 0.74x 0.71x 0.72x 0.73x 0.74x 0.75x 0.76x 0.77x 0.78x 0.79x 0.80x 0.81x 0.82x 0.83x 12/8/2023 2:25 PM 4 of 5 Vista Breeze Construction Disbursement Agreement Ex D-2 - 1 EXHIBIT D-2 Draw Schedule (Affordable Housing) [See Attached] Vista Breeze MASTERProjectionsVista Breeze -- PROJECTIONS65,569,446.00 CONSTRUCTIONPRO FORMADec-23Jan-24 Feb-24 Mar-24 Apr-24 May-24 Jun-24 Jul-24 Aug-24 Sep-24 Oct-24 Nov-24 Dec-24 Jan-25 Feb-25 Mar-25 Apr-25 May-25 Jun-25 Jul-25 Aug-25 Sep-25 Oct-25 Nov-25 Dec-25 Jan-26Sources Revised Budget12 3456 7 8 9101112131415 16 17 18 19 20 21 22 23 24 25 26TotalPerm 11,875,000 - - - - - - - - - - - - - - - - - - - - - - - - 11,875,000 - 11,875,000 Construction 32,500,000 2,783,027 434,877 843,603 833,768 2,402,250 2,334,561 4,028,256 1,384,538 3,358,422 4,021,732 3,148,529 - 371,090 919,482 448,208 554,098 - - - - - - - - (27,866,439) - 27,866,439 Viability Loan 4,300,000 193,500 774,000 1,470,600 1,083,600 778,300 4,300,000 SAIL 3,000,000 256,895 40,142 77,871 76,963 221,746 215,498 371,839 127,803 310,008 371,237 290,633 - 34,254 84,875 41,373 51,147 - - - - - - - - 427,713 - 3,000,000 Supplemental ELI 600,000 48,600 216,000 226,800 6,000 - - - - - - - 102,600 - 600,000 NHTF 1,301,500 105,422 468,540 491,967 235,572 1,301,500 HOME - 2022 + 2023 1,003,969 62,748 62,748 62,748 62,748 62,748 62,748 62,748 62,748 62,748 62,748 62,748 62,748 62,748 62,748 62,748 62,748 1,003,969 SURTAX 5,950,000 481,950 2,142,000 2,249,100 107,100 969,850 5,950,000 Sponsor Note 8,000,000 8,000,000 8,000,000 Limited Partner Equity 26,310,934 5,262,187 - - - - - - - - - - - - - - - 10,524,374 - - - - - - - 9,866,600 657,773 26,310,934 Deferred Developer Fee 3,228,043 - - - - - - - - - - - - - - - - - - - - - - - - 3,228,043 - 3,228,043 Total Sources98,069,446 8,302,109 537,767 1,177,722 1,609,451 2,686,744 3,386,807 4,462,843 4,401,629 5,201,778 4,455,717 3,501,910 4,114,215 468,092 1,067,106 552,329 667,993 18,593,122 107,100 - - - - - - (382,762) 657,773 65,569,446 1.0% 1.0% 3.0% 4.0% 7.0% 9.0% 12.0% 12.0% 14.0% 12.0% 9.0% 7.0% 4.0% 2.0% 1.0% 1.0% 1.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%1.0% 2.0% 5.0% 9.0% 16.0% 25.0% 37.0% 49.0% 63.0% 75.0% 84.0% 91.0% 95.0% 97.0% 98.0% 99.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%UsesRevised Budget1 2 34567 8 910111213141516 17 18 19 20 21 22 23 24 25 26TotalHard Construction Costs 33,312,634 - 336,491 1,009,474 1,345,965 2,355,439 3,028,421 4,037,895 4,037,895 4,710,878 4,037,895 3,028,421 2,355,439 1,345,965 672,983 336,491 336,491 336,491 - - - - - - - - - 33,312,634 Recreational/Owner Items 1,538,622 410,299 102,575 102,575 102,575 102,575 102,575 102,575 102,575 102,575 102,575 102,575 102,575 1,538,622 Hard Cost Contingency 1,665,632 16,825 50,474 67,298 117,772 151,421 201,895 201,895 235,544 201,895 151,421 117,772 67,298 33,649 16,825 16,825 16,825 - - - - - - - - - 1,665,632 Construction Interest Expense 3,332,032 - 19,180 22,177 27,991 33,737 50,292 66,381 94,143 103,684 126,829 154,546 176,244 176,244 178,802 185,139 188,228 192,046 192,046 192,046 192,046 192,046 192,046 192,046 192,046 192,046 - 3,332,032 Permanent Loan Origination Fee 118,750 118,750 118,750 Permanent Loan Closing Costs 54,450 54,450 54,450 Construction Loan Origination Fee 325,000 325,000 325,000 Construction Loan Closing Costs 97,500 77,500 - 20,000 97,500 Costs of Issuance 620,070 620,070 620,070 Other Loan Closing Costs 176,657 136,657 40,000 176,657 Accounting Fees 40,000 5,200 1,500 4,525 4,525 2,250 10,000 12,000 40,000 Application Fees 16,585 16,585 16,585 Appraisal 12,770 12,770 12,770 Architect Fee - Design 970,000 970,000 970,000 Architect Fee - Supervision 190,000 11,875 11,875 11,875 11,875 11,875 11,875 11,875 11,875 11,875 11,875 11,875 11,875 11,875 11,875 11,875 11,875 190,000 Builder's Risk Insurance 360,000 360,000 360,000 Building Permit 1,428,685 1,376,685 25,000 12,000 5,000 5,000 5,000 1,428,685 P&P Bond 269,717 269,717 269,717 Credit Underwriting Fee 176,435 176,435 176,435 Engineering Fee 150,806 150,806 150,806 Environmental Report 6,700 6,700 6,700 FHFC Administrative Fees 240,429 240,429 240,429 FHFC Application Fees 9,500 9,500 9,500 FHFC Compliance Monitoring Fee 229,316 - 229,316 229,316 Impact Fees 66,027 66,027 66,027 Inspection Fees 412,714 29,480 29,480 29,480 29,480 29,480 29,480 29,480 29,480 29,480 29,480 29,480 29,480 29,480 29,480 412,714 Insurance - Property/Liability178,500 - 178,500 178,500 Legal Fees - Partnership 475,000 475,000 475,000 Legal Fees - Other 135,000 135,000 135,000 Market Study 8,000 8,000 8,000 Marketing & Advertising 20,000 - 10,000 10,000 20,000 Stabilization Operating Expenses 117,515 - 117,515 117,515 Soil Test Report 13,650 13,650 13,650 Survey (Including As-Built) 67,998 13,600 13,600 13,600 13,600 13,600 67,998 Title Insurance & Recording 252,157 - 252,157 252,157 Utility Connection Fee 128,690 8,690 10,000 10,000 40,000 40,000 20,000 128,690 General Liability Insurance116,595 116,595 116,595 Scheduling 80,400 5,743 5,743 5,743 5,743 5,743 5,743 5,743 5,743 5,743 5,743 5,743 5,743 5,743 5,743 80,400 Soft Cost Contingency 308,660 278,660 2,000 2,000 2,000 2,000 2,000 2,000 2,000 2,000 2,000 2,000 2,000 2,000 2,000 2,000 2,000 308,660 Miscellaneous Reserves 463,580 463,580 - - - - - - - - - - - - - - - - - - - - - - - - - 463,580 Land, To Be Acquired 8,800,000 - 8,800,000 8,800,000 Developer's Fee 8,582,671 1,338,657 - - - - - - - - - - - - - - - 1,338,657 - - - - - - - 4,617,956 1,287,401 8,582,671 Total Project Cost65,569,446 8,302,109 537,767 1,177,722 1,609,451 2,686,744 3,386,807 4,462,843 4,401,629 5,201,778 4,455,717 3,501,910 2,841,127 1,741,180 1,067,106 552,329 667,993 10,813,534 252,046 192,046 192,046 192,046 192,046 192,046 192,046 5,469,976 1,287,401 65,569,446 ADJUST VISIBILITY12/8/2023 2:34 PM1 of 1 Vista Breeze Construction Disbursement Agreement Ex E-1 EXHIBIT E Disbursement Schedule (Affordable Housing) 1. Conditions to Approval. The obligation of the Servicer to approve a Requisition or Bank Requisition is subject to satisfaction of each of the following conditions precedent: 1.1 The Servicer shall have approved of each of the following: (a) the state of Borrower’s leasehold interest in the Land, any adjustments to the legal description of the Land, and all items to be insured pursuant to the Title Policy insuring the lien of the Security Instrument; (b) the compliance of the Project and the Construction of the Improvements thereon and the intended use thereof with all Laws, including without limitation environmental and Hazardous Materials Laws, and zoning and land use Laws and subdivision Laws; (c) the Architect, the Contractor and any engineers involved in the design or planning of the construction of the Project; (d) the initial Development Budget, also approved by Servicer; and (e) such other matters related to the status or condition of the Project or the ability of Borrower to construct and use the Project as contemplated as may be reasonably required by the Servicer. 1.2 Each of the following documents shall have been delivered to the Servicer in form and substance satisfactory to the Servicer, fully executed by all of the appropriate parties: (a) this Agreement; (b) the Funding Loan Agreement; (c) the Construction Phase Project Loan Agreement; (d) the Construction Phase Project Loan Note; (e) the Allonge; (f) the Tax Regulatory Agreement; (g) the Security Instrument; (h) the Assignment; (i) the Ground Lease; (j) the Landlord’s Agreement; Vista Breeze Construction Disbursement Agreement Ex E-2 (k) Assignment of Management Agreement; (l) APC Developer Fee Pledge; (m) HACMB Developer Fee Pledge; (n) Managing GP Interest Pledge; (o) Administrative GP Interest Pledge; (p) Investor Equity Pledge; (q) Assignment of Contracts; (r) Architect’s Consent; (s) Contractor’s Consent; (t) Budget Certification; (u) Insurance Anti-Coercion Statement; (v) General Contractor’s Affidavit; (w) Managing GP’s Affidavit; (x) Administrative GP’s Affidavit; (y) Cohen Affidavit; (z) Cohen Trust Affidavit; (aa) Guaranty Agreement; (bb) Environmental Indemnity; (cc) Assignment of AHAP Contract; (dd) Consent to Assignment of AHAP Contract; (ee) the Subordination Agreements; (ff) Project UCC, Fixture Filing UCC, APC Developer Fee UCC, HACMB Developer Fee UCC, Managing GP UCC, Administrative GP UCC and Investor Equity UCC; (gg) Consents to assignment by Borrower to Governmental Lender of the rights of Borrower under the Project Documents, executed by such parties to the Project Documents as Governmental Lender and the Servicer may require; Vista Breeze Construction Disbursement Agreement Ex E-3 (hh) the Partnership Agreement; (ii) the Development Agreement; (jj) the Closing Certificate; (kk) the Equity Guaranty; (ll) the Purchase Option; (mm) the ROFR Agreement; (nn) the Supervisory Management Agreement; and (oo) the Subordinate Loan Documents. 1.3 An undertaking for the recording of the recordable Construction Phase Project Loan Documents and Subordinate Loan Documents in the order indicated in the pro forma title policy approved by the Servicer in Miami-Dade County, Florida shall have been received from a party acceptable to the Servicer. 1.4 The Financing Statements shall be filed with the Florida Secured Transaction Registry or recorded with the Clerk of the Courts, Miami-Dade County, Florida, as applicable, and the Servicer shall have confirmed that the liens perfected by the same are in a priority with respect to other liens that is acceptable to the Servicer. 1.5 A title insurance company acceptable to the Servicer must have issued or committed to issue an ALTA Mortgagee Policy of Title Insurance with respect to Borrower’s leasehold interest in the Land, together with such endorsements as the insured thereunder may require, including without limitation, survey, tax lot, access, comprehensive, environmental, zoning, doing business, land/same, and gap provided such endorsements are legally available in the State and with state-specific modifications, as applicable (the “Title Policy”). The Title Policy shall name the Governmental Lender as insured, and shall be in a liability amount of $32,500,000, the aggregate maximum principal amount of the Funding Loan. The Title Policy shall be in form and content satisfactory to the Servicer and all insureds, and shall insure the Security Instrument as a first-priority lien on the Land, and subject only to the Tax Regulatory Agreement, and such other exceptions to which Fiscal Agent has consented in writing upon the direction of the Servicer. The Title Policy must contain such endorsements as the insured[s] thereunder and the Servicer may reasonably require. No title matter may be insured over by any title company without the express written consent of the insureds and the Servicer. 1.6 Each of the following documents shall have been delivered to the Servicer in form and substance satisfactory to the Servicer, fully executed by all of the appropriate parties: (a) copies of all certificates and other documents that Borrower is required to furnish to any Person pursuant to any of the Construction Phase Project Loan Documents; Vista Breeze Construction Disbursement Agreement Ex E-4 (b) evidence of the due formation and good standing of the Borrower, General Partner and Guarantor, including such Organizational Documents (including certificates of limited partnership, articles of incorporation and articles of organization) and certificates of status as the Servicer requires; (c) a copy of any fictitious business name statement required by law to be filed by the Borrower in connection with the conduct of its business, each certified by the Managing General Partner to be true, complete and correct, and a copy of the Borrower’s certificate of status as filed with the Secretary of State of the State; and (d) a form of authorizing resolution of the Borrower, Managing General Partner and Guarantor, in a form and substance acceptable to the Servicer. 1.7 All of the Construction Phase Project Loan Documents shall have been executed by all of the parties thereto, and the Servicer shall have approved of the content of all of the Construction Phase Project Loan Documents. 1.8 The Servicer shall have received an original of an opinion of counsel to Borrower, addressed to the Servicer and in form and substance satisfactory to the Servicer, opining as to the due formation, qualification and good standing of the Borrower, the Managing General Partner and Guarantor, the due authorization by the Borrower, the Managing General Partner and Guarantor of execution and performance of the Construction Phase Project Loan Documents, the enforceability of the Construction Phase Project Loan Documents, and such other matters as are listed in Exhibit C attached to the Agreement. 1.9 Borrower shall have paid to the Initial Servicer, in immediately available funds, the following: (a) the origination fee equal to 1.00% of the maximum principal amount of the Construction Phase Project Loan (i.e., $325,000.00); and (b) reimbursement of reasonable attorneys’ fees, appraisal costs and fees of the Servicer, and all other costs and expenses incurred by the Servicer in connection with the closing of the Construction Phase Project Loan. 1.10 The Servicer shall have received such financial statements, tax returns and other financial information as it may require regarding the financial condition of Borrower, Managing General Partner, Guarantor or the Project. 1.11 The Servicer shall have received a report prepared by a licensed or registered environmental engineer or other qualified party satisfactory to the Servicer stating that, other than as disclosed in reports listed in Exhibit B to the Environmental Indemnity (collectively, the “Environmental Reports”), (i) no Hazardous Substance has been disposed of, or released to or from, or otherwise now exists in, on, under or around, the Project and (ii) no aboveground or underground storage tanks are now or have ever been located on or under the Land, and (iii) no condition or circumstance warranting further investigation or analysis exists in the opinions of the preparers of the Environmental Reports. Vista Breeze Construction Disbursement Agreement Ex E-5 1.12 The Borrower shall have deposited or caused to be deposited with the Fiscal Agent a sum reasonably determined by the Servicer to be sufficient to cover the costs of closing the Funding Loan and any “negative arbitrage” (if any) predicted to be incurred with respect thereto, and capitalized interest in sufficient amounts to support three (3) m onths of interest payments on the Construction Phase Project Loan amounts advanced to Borrower. 1.13 The Borrower shall have provided policies of insurance as set forth in Section 2.11 of this Agreement. 1.14 The Servicer shall have received an ALTA/NSPS survey of the Project acceptable in form and content to the Servicer and certified to the Initial Funding Lender, Servicer, Fiscal Agent, Borrower and the title insurer. 1.15 All Loan Documents must be acceptable to the Servicer and be in full force and effect, including the Construction Contract and any design contract(s). 1.16 The Servicer shall have received evidence that all utilities necessary to develop and occupy the Project will be provided, including written assurances from such utility companies as the Servicer requires. 1.17 The Servicer shall have received evidence of such zoning (including variances) and other land use permits, building permits, licenses, approvals, entitlements necessary to permit the construction of, and any intended or foreseeable use of, the Project or Borrower’s interest in the Project. 1.18 The Servicer shall have approved the form of residential lease or rental agreement for units in the Project. 1.19 The Servicer shall have approved the Management Agreement. 1.20 The Servicer shall have approved the Pro Forma Schedule and Plans and Specifications. 1.21 The Servicer has received a determination satisfactory to the Servicer that the Project does not lie in a special flood hazard area as identified by the Director of the FEMA, or, if any portion of the Project is located within such area, Borrower is in compliance with Section 2.11 of this Agreement and has obtained the flood insurance prescribed therein. 1.22 The Servicer shall have inspected and approved any work performed on the Project to date, if any. 1.23 Exhibit D-1 (initial Development Budget) and Exhibit D-2 (Draw Schedule) must be attached to this Agreement signed by the Borrower in a form and substance approved by the Servicer. 1.24 The Servicer must receive a soils report prepared within three (3) years of the Funding Loan prepared by a qualified, licensed soils engineer acceptable to the Servicer. Vista Breeze Construction Disbursement Agreement Ex E-6 1.25 The Servicer shall have approved the results of a review of the projected costs of Construction of the Improvements. 1.26 The Servicer shall have received and approved an appraisal for the Project in form and substance approved by the Servicer. 1.27 The Servicer shall have received and approved the Construction Contract and, if requested by the Servicer, all subcontracts thereunder as to which the aggregate obligation for payment is in excess of One Hundred Thousand and No/100 Dollars ($100,000.00). 1.28 The Servicer shall have approved all instruments and documents relating to the provision of any sources of funding for the Project other than the Construction Phase Project Loan. 1.29 The Servicer shall have received the unconditional payment and performance bonds. 2. Conditions to Disbursement. Before the Servicer approves any disbursement by the Fiscal Agent from the Project Loan Fund established under the Funding Loan Agreement, the Servicer must receive and approve a Requisition and Bank Requisition, as defined and described in Section 4.1 of this Exhibit E, and all conditions to the disbursement must have been satisfied at Borrower’s sole cost and expense in a manner acceptable to the Servicer in the exercise of its reasonable judgment. Borrower acknowledges that reasonable delays in disbursements may result from the time necessary for the Servicer to verify satisfactory fulfillment of any and all conditions to a given disbursement. Borrower consents to all such delays. No waiver of any condition to consent to disbursement is effective unless expressly made by the Servicer in writing. If the Servicer consents to a disbursement before fulfillment of one or more required conditions, that disbursement alone will not be a waiver of such conditions, and the Servicer reserves the right to require their fulfillment before consenting to any subsequent disbursements. If all conditions are not satisfied, the Servicer, acting in its reasonable judgment, may consent to disbursement as to certain items or categories of costs and not others. 2.1 First Disbursement. The Servicer is not required to consent to the first disbursement until all conditions to disbursement pursuant to any Construction Phase Project Loan Document and all of the following conditions precedent are satisfied unless waived by the Servicer in writing: (a) The Servicer shall receive a Requisition and a Bank Requisition duly executed by Borrower; (b) The Borrower shall have satisfied all of the conditions contained in Section 1 of this Exhibit E; (c) Either (i) the Investor Limited Partner must have delivered to Fiscal Agent its First Installment of Capital Contributions in the amount of $5,262,186 (the “Up-Front Equity”) Vista Breeze Construction Disbursement Agreement Ex E-7 for deposit into the Borrower Equity Account as set forth in the Funding Loan Agreement, or (ii) the Borrower must furnish to the Servicer evidence satisfactory to the Servicer that such amount has been delivered to the Borrower and applied to costs of the Project in accordance with the Development Budget (as approved by Servicer and set forth in Exhibit D-1). 2.2 Subsequent Disbursements. After the first disbursement, the Servicer is not required to consent to any further disbursements if: (a) The Servicer does not receive a Requisition and a Bank Requisition, or the Servicer in its reasonable judgment considers any Requisition or Bank Requisition to be incomplete or otherwise unacceptable, based on the Servicer’s observations while visiting the Project site or for any other reason; or (b) The Improvements are materially damaged and not repaired, unless the Servicer receives funds from the Borrower or insurance proceeds sufficient to pay for all repairs in a timely manner; or (c) For any reason the title insurer fails or refuses at the Servicer’s request to issue an endorsement in form and content satisfactory to the Servicer, downdating the coverage of the Title Policy through the date of disbursement, or any other title policy endorsement that the Servicer in its reasonable judgment requires and which is available for a ALTA policy and under Florida law; or (d) The Servicer or the Fiscal Agent receives notice of the filing of a mechanic’s lien, materialmen’s lien or other lien securing claims for nonpayment of costs of labor, materials or supplies, or a bonded stop notice, unless the Borrower files a release bond satisfactory to the Servicer; or (e) The Development Budget is “out of balance” according to Section 1.2 of this Agreement, and Borrower fails to comply with any demand by the Servicer to deposit funds, or the Servicer does not approve in its reasonable discretion any revised Development Budget proposed by Borrower; or (f) The Servicer in its reasonable judgment determines that there has been or will be a material failure to meet the projections of the Pro Forma Schedule, and the Borrower fails to comply with any demand by the Servicer to submit a revised Pro Forma Schedule or the Servicer does not approve any revised Pro Forma Schedule proposed by the Borrower; or (g) The Servicer has a reasonable basis to believe that a breach, default or failure of condition exists under the Partnership Agreement, or any documents or agreements between or among the partners executed in connection therewith, and such breach, default or failure (a) has an effect on the ability of Borrower to perform the Obligations and (b) has not been cured within the time for which cure is permitted; or Vista Breeze Construction Disbursement Agreement Ex E-8 (h) Under any of the Construction Phase Project Loan Documents, an Event of Default (as defined in that document) has occurred and is continuing, or an event has occurred that with notice or the passage of time could become such an Event of Default; or (i) The Borrower fails to comply with each of the conditions contained in Section 2.3 of this Agreement; or (j) Ongoing equity contributions are not made as required by Section 2.29 of this Agreement or funds are not advanced to Borrower from the Subordinate Loans in accordance with the Draw Schedule approved by Servicer and set forth in the Agreement as Exhibit D-2; or (k) Borrower fails to deliver to the Servicer a foundation survey meeting the Servicer’s 2021 ALTA/NSPS requirements upon completion of the foundations of the Project; or (l) Notwithstanding anything to the contrary contained in this Agreement, the Servicer is not required to consent to the release of any retention until the Investor Limited Partner has delivered its First Installment of Capital Contributions in accordance with this Agreement. 3. Disbursement Amounts. The Development Budget is broken down by the line items and columns. From each line item, the Servicer will consent to disbursements in an aggregate amount not to exceed the total amount allocated from proceeds of the Construction Phase Project Loan line item, taking into account all prior disbursements, a retention in the amount of ten percent (10%) until Construction of the Improvements has reached 50% completion. Additionally, the Servicer will consent to disbursements for any reallocation of funds to which the Servicer has consented in writing. The Construction Phase Project Loan proceeds plus any and all sums on deposit in the Borrower Equity Account of the Project Loan Fund and in the Subordinate Loan Account of the Project Loan Fund (“Borrower’s Funds”) will be disbursed as described below. 3.1 Disbursement of Certain Costs not Requiring Retention: Soft costs. Borrower shall be required to submit to Servicer an Accounts Payable List for any advances of soft costs. 3.2 Disbursements of Certain Hard Costs Requiring Retention. (a) Unless the Servicer, in its sole and absolute discretion, agrees in writing to an alternate arrangement, the Servicer will consent to periodic disbursements as construction progresses. Each disbursement will be equal to ninety percent (90%) of the amount applied for in the applicable Requisition and Bank Requisition, except for items described in Section 3.1. Until the conditions set forth in clause (b) below have been satisfied, Servicer will retain the remaining undisbursed portions of such costs, whether consisting of Construction Phase Project Loan proceeds, proceeds of the Subordinate Loans or Capital Contributions or a combination of any of them, or a reallocation from contingency. The amount so retained by Fiscal Agent is sometimes referred to herein as the “Retainage”. Vista Breeze Construction Disbursement Agreement Ex E-9 (b) The Servicer will consent to the disbursement of the aggregate Retainage, less any amounts reasonably necessary for completion of Punchlist Items, upon satisfaction of the following conditions: (i) Construction of the Improvements must be completed in accordance with this Agreement. (ii) The Servicer must receive a Requisition and a Bank Requisition for such retention, including written certification by the Architect and the Contractor that the completed Improvements conform to the Plans and Specifications. (iii) The Borrower has provided endorsements to the Title Policy insuring lien- free Completion of the Improvements as well as the disbursement priority required by this Agreement and such other endorsements insuring such other matters relating to the completed construction as the Servicer requires and are available under applicable law. (iv) No event defined as an Event of Default under any of the Construction Phase Project Loan Documents has occurred and is continuing, and no event has occurred that, with notice or the passage of time, would be such an Event of Default. (v) The Servicer shall have received and approved a final as-built ALTA/NSPS survey for the Improvements. (vi) The Servicer shall have received and approved final as built plans and specifications for the Improvements. (vii) The Servicer shall have received and approved a certificate of occupancy and other applicable permits and releases from the requisite Governmental Authority for the Project for those buildings in the Project for which such certificate of occupancy is required by applicable law in connection with the construction. (viii) The Servicer shall have received a satisfactory final affidavit from the Contractor and full and complete releases of lien from the Contractor and each subcontractor, laborer and materialman and any other party who has supplied labor, materials or services for the Construction of the Improvements or who otherwise might be entitled to claim a contractual, statutory or constitutional lien against the Property with respect to work performed and/or materials supplied in the Construction of the Improvements. 3.3 Stored Materials. The Servicer requirements for stored materials are set forth in Exhibit H attached hereto. Vista Breeze Construction Disbursement Agreement Ex E-10 3.4 Disbursements from Loan Payment Fund. Any funds in the Loan Payment Fund (as defined in the Funding Loan Agreement) will be disbursed from time to time to pay interest on the Construction Phase Project Loan. No Requisition or Bank Requisition is needed for a disbursement for the purposes in this Section 3.4 or for the deposit of any interest earnings into the Revenue Fund prior to the satisfaction of the conditions set forth in Section 2.1 of this Exhibit E. 3.5 Disbursements of Hard and Soft Cost Contingency Reserves. From time to time, Borrower may request the Servicer to reallocate Construction Phase Project Loan proceeds from the hard cost contingency reserve to other hard cost line items, subject to any retention requirements applying to those line items; provided that at all times the Borrower shall allocate a hard cost contingency of five percent (5%) in the Development Budget . From time to time, the Borrower also may request the Servicer to reallocate Construction Phase Project Loan proceeds from the soft cost contingency reserve to other soft cost line items. Each Requisition and Bank Requisition for hard or soft cost contingency funds must contain such supporting documentation, including an Accounts Payable List, invoices and canceled checks, if requested by Servicer, in such forms as the Servicer requires. The Servicer in its sole judgment may decline any Requisition or Bank Requisition for hard or soft cost contingency funds and also decline any request by Borrower to increase, reallocate or deplete either of such reserves. If Servicer is requested by Borrower to make reallocation of a hard cost item which would require contractor and lienor notices under Chapter 713, Florida Statutes, written notice from the owner to the applicable contractor and all required lienors, in compliance with Chapter 713, Florida Statutes, and countersigned by the applicable contractor and any lienors who have provided notices to owner, shall be given prior to any such reallocation. 3.6 Disbursements of Capital Contributions. (a) Subject to the Development Budget and Disbursement Schedule, whenever Capital Contributions, if any, are allocated to any line item, the Servicer may make all disbursements first from those Capital Contributions until they are exhausted, regardless of the allocations of those funds set forth in the Development Budget, unless the Servicer and the Borrower have agreed otherwise in writing in each instance. This means that Capital Contributions allocated in the Development Budget to pay certain costs may be disbursed to pay other costs. As a result, one or more line items may have an excess of Capital Contributions, while one or more other line items may have a shortage of Capital Contributions. This, in turn, may cause the Construction Phase Project Loan to become “out of balance.” (b) If the Construction Phase Project Loan becomes “out of balance” for this reason, the Servicer may, in its sole reasonable discretion, reallocate undisbursed Construction Phase Project Loan proceeds from any line items to any other line items, so long as the reallocation would cause the Construction Phase Project Loan to be “in balance”. The Servicer, however, is not obligated to make any such reallocation if, under any of the Construction Phase Project Loan Documents, an Event of Default (as defined in that document) has occurred and is continuing, or if an event has occurred that with notice or the passage of time or both would be such an Event of Vista Breeze Construction Disbursement Agreement Ex E-11 Default. The Servicer will give written notice to Borrower of any reallocation, and the reallocation will be effective upon the sending of such notice without any further action. 3.7 Disbursements of Developer Fee. The total developer’s fee shall be paid in accordance with the Partnership Agreement and the Development Agreement and may not exceed $8,582,671. Borrower acknowledges and agrees that, except for: (a) a payment of $1,338,655 on the Closing Date; and (b) up to $1,338,655 payable at Completion, no other advances shall be made for developer’s fees prior to the Forward Commitment Maturity Date. The balance of the developer’s fee shall be paid in accordance with the terms and conditions of the Development Agreement or deferred, as more specifically set forth in the Partnership Agreement. Notwithstanding the foregoing, no developer’s fees may be payable at any time following the occurrence and during the continuance of an Event of Default or an Unmatured Event of Default, without the prior written consent of Servicer. 4. Disbursement Procedures. The disbursement procedures described below apply to the Construction Phase Project Loan proceeds, proceeds of the Subordinate Loans, Capital Contributions and any other sums held by the Fiscal Agent in the Project Loan Fund established under the Funding Loan Agreement. 4.1 Requisitions and Bank Requisitions. (a) For each requisition, Borrower will submit to the Servicer and to the other lenders, as may be necessary, a written request, substantially in the form of Exhibit I hereto (a “Bank Requisition”), signed by Borrower or its agent designated below, together with the standard AIA Form G702 and G703 executed by Contractor and Architect and any other information the Servicer requires, not more than once monthly. Each Requisition and Bank Requisition must be acceptable in form and substance to the Servicer in the exercise of its reasonable judgment and include such items and documentation, including invoices, canceled checks, lien waivers, an Accounts Payable List, and other evidence as the Servicer requires, to show that Borrower is in compliance with the Construction Phase Project Loan Documents. Borrower shall also arrange to have an inspection made of the progress of the construction by the Architect, providing them with a copy of the AIA Form G702 and 703 and any required documentation, and have a copy of a report of the inspection sent to the Servicer to correspond with the monthly Requisition and Bank Requisition. Upon receipt of the monthly Requisition and Bank Requisition, the Servicer shall order an update to the title insurance policy insuring no liens, excepting those previously approved, have been filed against the Project. All approvals for disbursements shall be issued within ten (10) days after receipt of all information required by the Servicer to approve the requested disbursements. (b) Unless Borrower has notified the Servicer in writing to the contrary, each Requisition and Bank Requisition constitutes Borrower ’s representation and warranty to the Servicer that (i) the Development Budget is “in balance,” (ii) all prior disbursements, as well as that currently being requested, were and will be used in strict compliance with the Development Budget and the Construction Phase Project Loan Documents, and (iii) no Event of Default has occurred, and no event has occurred that, with notice or the passage of time, could become an Event of Default. Vista Breeze Construction Disbursement Agreement Ex E-12 (c) Upon its approval, the Servicer shall provide Fiscal Agent with a written notice as set forth in Section 1.1(b) of this Agreement. 4.2 Authorized Signers. Servicer is authorized to rely upon the continuing authority of the Authorized Persons and Authorized Signers to bind Borrower as set forth in Borrower’s Instruction Certificate. Such authorization may be changed only upon written notice to Servicer accompanied by evidence, reasonably satisfactory to Servicer, of the authority of the Person giving such notice. Such notice shall be effective not sooner than five (5) Banking Days following receipt thereof by Servicer. Vista Breeze Construction Disbursement Agreement Ex F-1 EXHIBIT F Pro forma Schedule (Affordable Housing) 50% Construction Completion November 30, 2024 Temporary Certificate of Completion June 30, 2025 100% Construction Completion August 31, 2025 75% Occupancy November 30, 2025 Vista Breeze Construction Disbursement Agreement Ex G-1 EXHIBIT G Form of Funding Notice To: The Bank of New York Mellon Trust Company, N.A. Bank of America, N.A. (the “Servicer”), the Initial Funding Lender under that certain Construction Phase Borrower Loan Agreement dated as of December 1, 2023, among the Housing Authority of Miami-Dade County, Florida (the “Governmental Lender”), The Bank of New York Mellon Trust Company, N.A. (the “Fiscal Agent”) and Vista Breeze, LTD., a Florida limited partnership (the “Borrower”), pursuant to which Governmental Lender agreed to make a construction loan to Borrower in the original principal amount of $32,500,000.00 (the “Construction Phase Project Loan”) hereby gives you notice that: (i) Requisition No. _____ (“Requisition”) and Bank Requisition No. ______ (“Bank Requisition”) of Borrower pertaining to the construction of Vista Breeze financed with the Construction Phase Project Loan has been approved by Servicer; and (ii) funding of a disbursement of Construction Phase Project Loan proceeds in the principal amount set forth below: Construction Phase Project Loan Disbursement $ _______________ is required to be wired by the Initial Funding Lender to your account within three (3) Banking Days of the date of this Notice. Dated this ____ day of , 20__. BANK OF AMERICA, N.A. By: ______________________________ Name: ______________________________ Title: ______________________________ Vista Breeze Construction Disbursement Agreement Ex H-1 EXHIBIT H Stored Materials Requirements PROCEDURE FOR STORED MATERIALS (B) The Servicer disburses for Stored Materials on site as a convenience for its customers (not to exceed the sum of $1,750,000) but anticipates that the customer will not request materials that cannot be incorporated into construction within ninety (90) days immediately following the cutoff date for each submission, excluding any force majeure delays. The Servicer has also agreed to fund for materials stored off site on a case-by-case basis. On the AIA form G702, materials requested on a current or first-time basis should be shown in Column F entitled Stored Materials. Items that have not been incorporated into the construction but remain stored should, on subsequent requisitions, be included under Column D entitled Previous Applications. The developer or contractor should attach an inventory along with invoices and/or delivery tickets for materials received. The invoices must list the quantity and cost of the stored materials and must add up to the amounts requested on the requisition for stored materials. Disbursements will be withheld on any questionable items. We feel this procedure will aid both Borrower and Servicer in determination of the value of Stored Materials. It will also provide useful information in situations involving disappearance of the materials or theft. Servicer has also agreed to fund for materials stored off-site on a case-by-case basis. The Borrower should notify the Servicer as soon as an off-site storage situation arises for approval. The following conditions must be met prior to receiving funding for materials stored off-site: • Appropriate insurance must be in place naming the Servicer, Fiscal Agent and Borrower as additional insureds • Inspection and recommendation for funding by the Servicer’s construction consultant • Receipt of Affidavit as to stored materials, executed by the contractor or subcontractor, as appropriate • Receipt of bill of sale or paid invoice from the supplier • If deemed necessary, filing of a UCC-1 Vista Breeze Construction Disbursement Agreement Ex H-2 AFFIDAVIT OF STORED MATERIALS ________________________________, DOES CERTIFY AND ATTEST the following: 1. (Sub)contractors and material vendors will be paid for stored materials upon receipt of payment from (“Owner”); 2. Subcontractors and material vendors expressly waive and release any and all lien rights for subject Stored Materials, and any rights they might have to file a preliminary notice of lien; 3. Subcontractors and materials vendors have not filed any preliminary notices of lien; 4. Quantity, cost and value of Stored Materials are as represented; 5. The materials and/or equipment are in strict accordance with all requirements of the plans and/or specifications or written approval has been received for any variations; 6. undertakes full responsibility for the care, custody, and protection of this material and/or equipment, and in the event of loss of damage not covered by Owner’s insurance, they will replace in a timely manner at no cost to Owner; and 7. agrees to transport this material and/or equipment to the place and position of final installation at its sole expense and risk, except as may be covered by owner’s insurance. IN WITNESS WHEREOF, the parties hereto, by their duly authorized officers, have executed and set their hands and seals to this affidavit, this ______ day of _________________, 20___. (SUB)CONTRACTOR: _____________________________________ Name: _______________________________ Title: _______________________________ MATERIALS STORED AT _______________________________________________ STATE OF FLORIDA COUNTY OF _________________ I, _____________________________, a Notary Public of the County and State aforesaid, certify that _________________________________, either being personally known to me or proven by satisfactory evidence, came before me by means of ❑ physical presence or ❑ online notarization, this _________ day of _________________________, 20___, and acknowledged that he/she, being authorized to do so, voluntarily executed the foregoing on behalf of said corporation for the purposes stated therein. _____________________________________ Notary Public My commission expires: [Seal] ___________________ Vista Breeze Construction Disbursement Agreement Ex H-3 STORED MATERIAL SUMMARY - MONTHLY REPORT PROJECT: Vista Breeze Submitted by: ________________________ Application #: ___ Period To: _______________________ A B C D E F ITEM NUMBER STORED MATERIALS DESCRIPTION NET ON HAND AT END OF MONTH (D+E-F) PREVIOUS BALANCE DELIVERED THIS MONTH INSTALLED THIS MONTH Please Note: Materials listed on this form should correspond with the AIA Application for Payment form. Vendor Invoices are to be submitted for materials listed on this form. Vista Breeze Construction Disbursement Agreement Ex I-1 EXHIBIT I Form of Bank Requisition BORROWER: Vista Breeze, LTD. PROJECT: Vista Breeze BANK REQUISITION NO.: ___________ In the Amount of $ ______________ To: The Bank of New York Mellon Trust Company, N.A. (the “Fiscal Agent”) 4655 Salisbury Road, Suite 300 Jacksonville, Florida 32256 Bank of America, N.A. (the “Servicer”) 401 E. Las Olas Blvd. Fort Lauderdale, Florida 33301 FL6-812-18-02 Attention: Binyamin Rosenbaum The Borrower hereby requests payments in the following amounts, from the following sources and to be made to the following parties, all as set forth on the Borrower’s Request for Payment attached to this Bank Requisition: Amount Source Payable to: [identify name of Account & [Borrower’s account #] [third Fund in Funding Loan party payment/wire Agreement [proceeds of instructions must be attached] Subordinate Loan] or Capital Contributions] Bank Requisition - Contents and Attachments Borrower’s Request for Payment Contractor’s Application and Certification for Payment (AIA Form G-702) including change orders if applicable Paid Invoices Supporting Application-(AIA Form G-702), as appropriate Paid Invoices Supporting Borrower’s Request for Payment, as appropriate Lien Waivers Architect’s Certificate (If required by Servicer) Borrower’s Representations and Warranties The Borrower hereby requisitions the funds described above, and makes the representations and warranties attached hereto to the Governmental Lender, Fiscal Agent and Servicer. Vista Breeze Construction Disbursement Agreement Ex I-2 BORROWER: VISTA BREEZE, LTD., a Florida limited partnership By: APC Vista Breeze, LLC, a Florida limited liability company, its managing general partner By: ______________________________ Kenneth Naylor Vice President The foregoing Bank Requisition is approved by Servicer. SERVICER: BANK OF AMERICA, N.A., a national banking association By: _______________________________ Name: _____________________________ Title: ______________________________ Vista Breeze Construction Disbursement Agreement Ex I-3 Borrower’s Request for Payment REQUEST FOR PAYMENT DRAW NO. TO: THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Fiscal Agent BANK OF AMERICA, N.A., as Servicer BORROWER: VISTA BREEZE, LTD. PROJECT: VISTA BREEZE CUSTOMER ID#: ____________________ PAYMENT DUE TO: ________________________________ AMOUNT(S) TO BE DISBURSED: $__________________ from the Project Account $_________________ from the Borrower Equity Account 1. This Request for Payment is being delivered pursuant to (a) the Funding Loan Agreement dated as of December 1, 2023 (the “Funding Loan Agreement”), by and among Bank of America , N.A. as Initial Funding Lender (the “Initial Funding Lender”), the Housing Finance Authority of Miami-Dade County (Florida), as Governmental Lender (the “Governmental Lender”), and The Bank of New York Mellon Trust Company, N.A., as Fiscal Agent (“Fiscal Agent”), and (b) the Construction Disbursement Agreement dated as of December 15, 2023 (“CDA”), between Borrower and Bank of America, N.A. (the “Servicer”). Borrower hereby requests a draw in the total amount of $______________, detailed in paragraph 4 of the draw summary. The proceeds should be credited to Fiscal Agent, as described in the Funding Loan Agreement. 2. This Request for Payment is requested to pay for various expenses incurred in connection with the above Improvements, as summarized on the Draw Summary below and detailed in the invoices submitted herewith. Borrower hereby certifies that the amounts shown below and the accompanying invoices represent costs of designing, developing, constructing and leasing the Improvements which are eligible for reimbursement at this time in accordance with the provision of the CDA. 3. Borrower acknowledges that any increased costs of construction/rehabilitation arising out of change orders, or otherwise, which are not included or provided for in the Total Cost Breakdown as set forth in the CDA, Schedule 3, cannot be invoiced on this Request for Payment unless and until such change orders and/or increase in costs have been approved in writing by Initial Funding Lender in accordance with the CDA. 4. Borrower hereby requests the following budget reallocations to the budget as set for in the CDA: Vista Breeze Construction Disbursement Agreement Ex I-4 Transfer from: (Line Item) Amount of Transfer: (from) Transfer to: (Line Item) Amount of Transfer: (to) TOTAL 0 TOTAL 0 Reason for Transfer: (a) ___________________________________________________________ (b) ___________________________________________________________ (c) ___________________________________________________________ (d) ___________________________________________________________ (e) ___________________________________________________________ (f) ___________________________________________________________ 5. Below is the draw summary (the “Draw Summary”) for the current Request for Payment with backup attached. The party or parties to whom the disbursements shall be made are specified in the Draw Summary (may be the undersigned in the case of reimbursement for advances and payments made or costs incurred for work done by the undersigned, provided that no reimbursement shall be made for advances and payments made prior to ___________________, 20____. Line Item Vendor Invoice Amount Amount Requested Funding Source $ Subtotal Vista Breeze Construction Disbursement Agreement Ex I-5 $ $ $ $ $ $ $ Sources of Funding: Loan Proceeds funding source funding source funding source funding source funding source TOTAL 6. The following are attached hereto and form a part hereof: Contractor’s Application and Certificate for Payment (AIA Document G702), Conditional and Unconditional Lien Waivers 7. The undersigned certifies that: a. the conditions precedent to the requested disbursement set forth in the Construction Disbursement Agreement have been satisfied; b. the disbursement requested pursuant to this Bank Requisition will be used solely to pay a cost or costs allowable under the Funding Loan Agreement and the Construction Disbursement Agreement; c. none of the items for which disbursement is requested pursuant to this Bank Requisition has formed the basis for any disbursement previously made from the Project Loan Fund and all such items have been properly recorded in Borrower ’s books and are set forth on the Schedule attached hereto, along with paid invoices attached for any sum for which reimbursement is requested and invoices or bills of sales for all other items; d. all labor and materials for which disbursements have been requested have been incorporated into the Project or are stored materials in accordance with reasonable and standard building practices, the Construction Disbursement Agreement and all applicable laws, ordinances, rules and regulations of any Governmental Authority having jurisdiction over the Project; e. the materials, supplies and equipment furnished or installed for the Improvements are not subject to any lien or security interest or that the funds to be disbursed pursuant to this Bank Requisition are to be used to satisfy any such lien or security interest; f. all of the funds being requisitioned are being used in compliance with all tax covenants set forth in the Funding Loan Agreement, the Construction Phase Project Loan Agreement, the Tax Regulatory Agreement and the Tax Certificate, including that none of the proceeds of the Funding Loan (including investment earnings thereon) will be used to provide an airplane, a skybox or any other private luxury box, any facility primarily used for gambling, health club facility or any store the Vista Breeze Construction Disbursement Agreement Ex I-6 principal business of which is the sale of alcoholic beverages for consumption off premises; g. with respect to amounts from the Project Account of the Project Loan Fund, not less than 100% of the sum of: i. all amounts requisitioned by this Bank Requisition (less the 10% retainage to be held by Servicer); plus ii. all amounts previously requisitioned and disbursed from the Project Account of the Project Loan Fund (which does not include any retainage held by Servicer from each previous Bank Requisition); have been or will be applied by Borrower to pay the Costs of the Project; h. Borrower is not in default under the Construction Phase Project Loan Agreement, the Construction Disbursement Agreement or any other Construction Phase Project Loan Document to which it is a party and nothing has occurred to the knowledge of Borrower that would prevent the performance of its obligations under such documents; i. no amounts being requisitioned hereby will be used to pay, or reimburse, any Costs of Issuance incurred in connection with the delivery of the Funding Loan Note or pay debt service with respect to the Funding Loan; and j. Funds deposited with Borrower for further disbursement to third parties shall be paid to such third parties by check dated the date of such deposit and Borrower reasonably expects such funds will be disbursed from its account within five (5) Banking Days of such deposit. Date: ______________________________ BORROWER: VISTA BREEZE, LTD., a Florida limited partnership By: APC Vista Breeze, LLC, a Florida limited liability company, its managing general partner By: ___________________________________ Kenneth Naylor Vice President Vista Breeze Construction Disbursement Agreement Ex I-7 Contractor’s Application and Certification for Payment (AIA Form G-702) including change orders if applicable Vista Breeze Construction Disbursement Agreement Ex I-8 Paid Invoices Supporting Application (AIA Form G-702), as appropriate Vista Breeze Construction Disbursement Agreement Ex I-9 Paid Invoices Supporting Borrower’s Request for Payment, as appropriate Vista Breeze Construction Disbursement Agreement Ex I-10 Lien Waivers Vista Breeze Construction Disbursement Agreement Ex I-11 Architect’s Certificate (If required by Servicer) Application for Payment No._______________ TO: THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (“Fiscal Agent”) AND BANK OF AMERICA, N.A. (“Servicer”) FROM: BROOKS & SCARPA ARCHITECTS, INC. (“Architect”) RE: Construction of Vista Breeze located in Miami Beach, Florida (the “Project”) by Vista Breeze, LTD., a Florida limited partnership (“Borrower”). We are the architect for the Project, and to induce Servicer to approve an advance of the proceeds of the Construction Phase Project Loan by the Fiscal Agent to assist in funding construction of the Project, and knowing that Servicer will rely on this certificate in doing so, we hereby certify as follows: 1. We inspected the Project on ______________ ____, 20__ and found the status of the Project on that date and the progress made on the Project since our last certificate to you dated ______________ ___, 20__ to be as follows: 2. We delivered the Plans and Specifications for the Project, copies of which have been delivered to you (the “Plans and Specifications”). We have made no changes to the Plans and Specifications except as you have approved in writing. There are no pending change orders or construction change directives except as follows: 3. All work to date has been done in accordance with the Plans and Specifications and in a good and workmanlike manner. All materials and fixtures usually furnished and installed or stored on site at the current stage of construction have been furnished, installed or stored on site. All of the work to date is hereby approved except as follows: 4. We have examined the requisition being submitted herewith to you by Borrower, which requisition includes and Application for Payment from Atlantic Pacific Community Builders, LLC (“Contractor”) respecting construction of the Project. The payment so applied for by Contractor does not exceed (when added to the payments heretofore applied for by and paid to Contractor) ninety percent (90%) of the value of labor and materials incorporated into the Project. 5. We have been advised that as of this date there remains unexpended funds of $______________ which are available to fund construction costs, from which funds to pay the aforementioned Application for Payment will be deducted. In our opinion, such unexpended funds, after deduction of funds sufficient to cover both the current Application for Payment and the applicable retainage heretofore withheld and to become due on account of previous Applications, will be sufficient to pay for all construction costs reasonably required to complete the Project, provided that the amount advanced under the current application is, in fact, applied against obligations incurred for labor and materials heretofore furnished on account of construction of the Project. Vista Breeze Construction Disbursement Agreement Ex I-12 6. All permits, licenses, approvals and the like required to complete construction of the Project have been validly issued by the appropriate authorities and are in full force and effect, and there is no violation of any of the provisions thereof or of any legal requirements applicable to the Project of which we have notice or knowledge as of the date hereof except as follows: 7. Access to and egress from the Project and all improvements to be constructed thereon are in accordance with all applicable legal requirements. Water, drainage and sanitary sewerage facilities and telephone, gas and electric services of public utilities are or are due to be installed in the locations indicated on the Plans and Specifications and are adequate to serve the Project. All necessary approvals for installation of or connection to said facilities or services have been obtained. 8. To the best of our knowledge, there are no petitions, actions or proceedings pending or threatened to revoke, rescind, alter or declare invalid any laws, ordinances, regulations, permits, licenses or approvals for or relating to the Project. 9. No amendments, modifications or changes have been made to our contract with Borrower except such as have had your prior written approval. 10. Borrower is not in default of any of Borrower’s obligations to us as of the date hereof except as follows: This certificate is rendered based on our examination of the Project, the Plans and Specifications, the data comprising the Application for Payment and all other matters which we deem relevant. We are to incur no liability under this certificate except for failure to exercise due professional skill and diligence. Executed as a sealed instrument this _____ day of _____________, 20__. BROOKS & SCARPA ARCHITECTS, INC. By: ________________________________ Angela Brooks Principal Vista Breeze Construction Disbursement Agreement Ex I-13 Borrower’s Representations and Warranties 1. No changes have been made in the Plans and Specifications which require and have not received the prior approval of (i) the Servicer under the terms of the Construction Disbursement Agreement dated as of December 15, 2023 (the “Agreement”), (ii) any Governmental Authority having jurisdiction over the Project or (iii) any other parties from whom such approval is required. 2. Construction of the Improvements has been performed in substantial accordance with the Plans and Specifications. 3. As of the date hereof, the Borrower has executed change orders (increasing/decreasing) the cost of the Improvements by $_______________ in the aggregate, has notified the Architect of such changes and, to the extent necessary, has received any and all necessary approvals from the Servicer. 4. Funding of this Bank Requisition shall be in accordance with the terms and provisions of the (i) Agreement, (ii) the Construction Phase Borrower Loan Agreement dated as of December 1, 2023 with respect to the Construction Phase Project Loan (the “Construction Phase Project Loan Agreement”) and (iii) the Funding Loan Agreement dated as December 1, 2023 with respect to the Funding Loan (the “Funding Loan Agreement”). 5. All monies requisitioned by the Borrower for construction and disbursed by the Fiscal Agent under previously approved requisitions have been paid to the Contractor and, to Borrower’s best knowledge, all subcontractors, vendors and suppliers; all other funds requisitioned by the Borrower and disbursed by the Fiscal Agent under previously approved requisitions have been expended for the purpose for which they were requisitioned. 6. All of the information submitted to the Servicer and the Fiscal Agent in connection with this Bank Requisition is true and accurate as of the date of submission. 7. The representations and warranties set forth in the Construction Phase Project Loan Documents are true and correct as of the date hereof with the same effect as if made on this date. 8. The Borrower represents and warrants that (i) there has occurred no Event of default or event which, with the passage of time or the giving or notice or both, would constitute an Event of Default on the part of the Borrower or the Guarantor under the terms of the Construction Phase Project Loan Documents, (ii) except as previously disclosed by the Borrower to the Servicer, the Borrower has not received notice from or been informed by any Governmental Authority or the Architect of any alleged deficiencies in the work performed to date or any deviation of such work from Plans and Specifications or notice of any assertion of a claim that the Improvements are not been constructed in accordance with all applicable Requirements, (iii) with the exception of any permitted liens, there are no liens against any portion of the Project or any other asset of the Borrower, and (iv) the Construction Phase Project Loan Documents are in full force and effect. 9. The Borrower represents and warrants that this Bank Requisition is in the form of requisition required by the Servicer. Vista Breeze Construction Disbursement Agreement Ex I-14 10. The Borrower represents and warrants that, following payment of the amounts requested under this Bank Requisition, not less than 95% of amounts paid from proceeds of the Construction Phase Project Loan have been applied to the payment of Costs of the Project. 11. Attached hereto are copies of lien waivers from all such subcontractors and materialmen requisitioning payment under this Bank Requisition, the originals of which have been delivered to the title insurer. 12. All capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto under the Construction Phase Project Loan Agreement or the Funding Loan Agreement, as applicable. Executed this ____ day of _________________ 20____. BORROWER: VISTA BREEZE, LTD., a Florida limited partnership By: APC Vista Breeze, LLC, a Florida limited liability company, its managing general partner By: ____________________________ Kenneth Naylor Vice President Vista Breeze Construction Disbursement Agreement Ex J-1 EXHIBIT J Definitions The following capitalized terms referred to in the Construction Disbursement Agreement shall have the meanings specified in this Exhibit J unless the context requires otherwise. All other capitalized terms used herein which are defined in the Funding Loan Agreement and the Construction Phase Project Loan Agreement and not defined herein shall have the respective meanings ascribed thereto in the Funding Loan Agreement and the Construction Phase Project Loan Agreement unless otherwise expressly provided or unless the context otherwise requires. The singular shall include the plural and the masculine shall include the feminine and neuter shall include the masculine or feminine. “Accounts Payable List” means a written summary from Borrower of all accounts paid and payable for soft costs associated with the applicable Requisition or Bank Requisition identifying each such account and the invoice amount due, and shall be in form and substance acceptable to Servicer. For purposes of this definition, “soft costs” includes costs and expenses of development other than those attributable to the construction of the physical Improvements, including but not limited to architect’s fees, consulting fees, management fees, abatement expenses, legal fees, testing and inspection fees, connection charges, and other similar fees and expenses. “Additional Financial Reporting” means (a) Financial Statements and/or Property Schedules requested more frequently than quarterly and/or (b) such additional information, reports and statements respecting the Property and the Improvements, or the business operations and financial condition of each reporting party, as Servicer may reasonably request. “Affiliate” means (a) with respect to an entity, (i) any manager, partner, member, officer or director thereof and any Person who or which is, directly or indirectly, the beneficial owner of more than 10% of any class of shares or other equity security, or (ii) any Person which, directly or indirectly, controls or is controlled by or is under common control with such entity. Control (including the correlative meanings of “controlled by” and “under common control with”) means effective power, directly or indirectly, to direct or cause the direction of the management and policies of such Person, and (b) with respect to a partnership or venture, “Affiliate” shall include, without limitation, any (i) General Partner, (ii) manager of a General Partner, or (iii) limited liability company with a common General Partner, and if any General Partner is a corporation, any Person which is an “Affiliate” (as defined above) of such corporation. With respect to a limited liability company, “Affiliate” shall include, without limitation, any partner. “AHAP Contract” means the Agreement to Enter into a Housing Assistance Payment Contract dated December 15, 2023 made between Borrower and HACMB. “Anti-Terrorism Regulations” has the meaning set forth in Section 2.30 of this Agreement. “APC Developer” means APC Vista Breeze Development, LLC, a Florida limited liability company, and its successors and/or assigns. Vista Breeze Construction Disbursement Agreement Ex J-2 “Appraisal” means an appraisal of the market value of the Project performed by a qualified independent appraiser approved by the Servicer. “Approved Affiliate” has the meaning set forth in Section 5.5 of this Agreement. “Approved Transferee” has the meaning set forth in Section 5.5 of this Agreement. “Architect” has the meaning set forth in Exhibit B. “Architecture Contract” has the meaning set forth in Exhibit B. “Assignment” has the meaning set forth in the recitals of this Agreement. “Authorized Person” means any representative of Borrower duly designated by Borrower in accordance with Borrower’s Instruction Certificate, authorized in accordance with the governing documents of Borrower and all Laws applicable to Borrower, to bind Borrower in providing Requisitions and Bank Requisitions and requesting disbursements of Project Loan proceeds. An Authorized Person may also have the authority to perform Online Facility Transactions that may be granted to an Authorized Portal User under any Online Banking Portal if designated as such by an Authorized Signer in the Online Transaction Agreements. Authorized Person also includes any individual who is an Authorized Person of a Controlling Entity of Borrower. “Authorized Portal User” means any and all individuals to whom access to an Online Banking Portal is granted, whether (a) by such individual being designated as an authorized user (or other applicable designation) of such Online Banking Portal as set forth in the Online Transaction Agreements, or (b) by such individual utilizing log-in credentials of an authorized user (or other applicable designation) of such Online Banking Portal, or (c) in any other manner pursuant to the terms of the Online Transaction Agreements. “Authorized Signer” means any representative of Borrower duly designated by Borrower in accordance with Borrower’s Instruction Certificate, authorized to bind Borrower and to act for Borrower for all purposes in connection with the Construction Phase Project Loan, including providing Requisitions, Bank Requisitions and requesting disbursements of Construction Phase Project Loan proceeds, obtaining information pertaining to the Construction Phase Project Loan, requesting any action under the Construction Phase Project Loan Documents, providing any certificates, and appointing and changing any Authorized Persons. “Bank Requisition” has the meaning set forth in Exhibit E. “Banking Day” means any day that is not a Saturday, Sunday or banking holiday in the State. “Beneficial Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation. “Beneficial Ownership Regulation” has the meaning set forth in Section 6.24 of this Agreement. Vista Breeze Construction Disbursement Agreement Ex J-3 “BHC Act Affiliate” has the meaning set forth in Section 6.28 of this Agreement. “Borrower’s Instruction Certificate” means a certificate provided by or on behalf of Borrower in the form attached hereto as Exhibit P, designating certain Authorized Persons and Authorized Signers as set forth therein. “Building” or “Buildings” means any one or both of the two (2) residential buildings located on the Land which will contain, in the aggregate, 119 dwelling units upon the completion of construction. “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where Initial Funding Lender’s office is located. “Capital Contributions” has the meaning set forth in the recitals of this Agreement. “Casualty” means any act or occurrence of any kind or nature that results in damage, loss or destruction to the Property. “Change Order” and “Change Orders” have the meanings set forth in Section 2.3 of this Agreement. “Checking Account” means account ending in 9594 established by Borrower with Servicer. “City” means City of Miami Beach, Florida, a Florida municipal corporation. “City Subordination Agreement” means that certain Subordination Agreement dated the date hereof by and between Servicer and City, and consented to by Borrower and Fiscal Agent. “Civil Asset Forfeiture Reform Act” means the Civil Asset Forfeiture Reform Act of 2000 (18 U.S.C. Sections 983 et seq.), as amended from time to time, and any successor statute. “Claim” means any liability, suit, action, claim, demand, loss, expense, penalty, fine, judgment or other cost of any kind or nature whatsoever, including fees, costs and expenses of attorneys, consultants, contractors and experts. “Closing Date” means December 15, 2023. “Completion” means (i) the lien-free completion of Construction of the Improvements in substantial compliance with the Specifications, the Borrower’s Organizational Documents and the terms and conditions of the Construction Phase Project Loan Documents, and with no outstanding liens or lien rights, (ii) satisfaction of all of the conditions for the release of any Retainage, (iii) receipt of a full and unconditional certificate of occupancy for the Project; and (iv) payment of all amounts due in connection with the construction of the Project. “Completion Deadline” has the meaning set forth in Section 2.1 of this Agreement. Vista Breeze Construction Disbursement Agreement Ex J-4 “Condemnation” means any taking of title to, use of, or any other interest in the Property under the exercise of the power of condemnation or eminent domain, whether temporarily or permanently, by any Governmental Authority or by any other Person acting under or for the benefit of a Governmental Authority. “Condemnation Awards” means any and all judgments, awards of damages (including severance and consequential damages), payments, proceeds, settlements, amounts paid for a taking in lieu of Condemnation, or other compensation heretofore or hereafter made, including interest thereon, and the right to receive the same, as a result of, or in connection with, any Condemnation or threatened Condemnation. “Conditions to Conversion” has the meaning set forth in the recitals of this Agreement. “Construction Contract” has the meaning set forth in Exhibit B. “Construction Inspector” means a Person appointed or designated by Servicer from time to time to inspect the progress of the Construction of the Improvements and the conformity of construction with the Plans and Specifications, the Development Budget and the Pro Forma Schedule, and to perform such other acts and duties for such other purposes as Servicer may from time to time deem appropriate or as may be required by the terms of this Agreement. “Construction of the Improvements” means the development of the Land and/or the construction of the Improvements. “Construction Phase Project Loan” has the meaning set forth in the recitals of this Agreement. “Construction Phase Project Loan Agreement” has the meaning set forth in the recitals of this Agreement. “Construction Phase Project Loan Documents” has the meaning set forth in the recitals of this Agreement. “Construction Phase Project Loan Note” has the meaning set forth in the recitals of this Agreement. “Construction Phase Project Loan Obligations” has the meaning set forth in the recitals of this Agreement. “Continuing Covenant Agreement” has the meaning set forth in the recitals of this Agreement. “Contractor” has the meaning set forth in Exhibit B. “Control”, “Controlled” or “Controlling” means, with respect to any Person, either (i) ownership directly or indirectly of more than 50% of all beneficial equity interest in such Person, or (ii) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, through the ownership of voting securities, by contract or otherwise. Vista Breeze Construction Disbursement Agreement Ex J-5 “Controlled Substances Act” means the Controlled Substances Act (21 U.S.C. Sections 801 et seq.), as amended from time to time, and any successor statute. “Controlling Entity” means any entity having the power and authority to control the business and activities and otherwise bind Borrower, pursuant to the governing documents of Borrower and applicable Law, such as a general partner of a partnership or a manager or managing member of a limited liability company. “County” means Miami-Dade County, a political subdivision of the State of Florida. “County Subordination Agreement” means that certain Subordination Agreement dated the date hereof by and between Servicer and County, and consented to by Borrower and Fiscal Agent. “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Covered Party” has the meaning set forth in Section 6.28 of this Agreement. “Debtor Relief Law(s)” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect. “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “Delaware LLC” means any limited liability company organized or formed under the laws of the State of Delaware. “Delaware Divided LLC” means any Delaware LLC which has been formed upon the consummation of a Delaware LLC Division. “Delaware LLC Division” means the statutory division of any Delaware LLC into two or more Delaware LLCs pursuant to Section 18-217 of the Delaware Limited Liability Company Act, as amended from time to time. “Determination of Taxability” has the meaning set forth in Section 6.25 of this Agreement. “Developer” means, collectively, the APC Developer and the HACMB Developer. “Development Agreement” means that certain Development Agreement dated as of the date hereof by and between the Borrower and the Developer. “Development Budget” has the meaning set forth in Section 1.1(a) of this Agreement. Vista Breeze Construction Disbursement Agreement Ex J-6 “Disbursement Schedule” has the meaning set forth in Section 1.3 of this Agreement. “Draw Schedule” has the meaning set forth in Section 1.1(a) of this Agreement. “Draw-Down Notice” has the meaning set forth in Section 2.19 of this Agreement. “Events of Default” has the meaning set forth in Section 5.1 of this Agreement. “Executive Order 13224” has the meaning set forth in Section 2.30 of this Agreement. “Expenses” means all fees, charges, costs and expenses of any nature whatsoever incurred at any time and from time to time (whether before or after an Event of Default) by Servicer in making, funding, administering or modifying the Construction Phase Project Loan, in negotiating or entering into any “workout” of the Construction Phase Project Loan, or in exercising or enforcing any rights, powers and remedies provided in the Security Instrument or any of the other Construction Phase Project Loan Documents, including attorneys’ fees, court costs, receiver’s fees, management fees and costs incurred in the repair, maintenance and operation of, or taking possession of, or selling, the Property. “Federal Laws” has the meaning set forth in Section 2.19(i) of this Agreement. “FEMA” means the Federal Emergency Management Agency or any successor agency. “FHFC” has the meaning set forth in the recitals of this Agreement. “FHFC Subordination Agreement” means that certain Subordination Agreement dated the date hereof by and between Servicer and FHFC, and consented to by Borrower and Fiscal Agent. “Final Draw-Down Date” has the meaning set forth in Section 2.19 of this Agreement. “Financial Statements” means (a) for each reporting party other than an individual, a balance sheet, income statement, statements of cash flow and additional schedules as reasonably determined by Servicer: amounts and sources of contingent liabilities, reconciliation of changes in equity, liquidity verification, cash flow projections, real estate schedules providing details on each individual real property in the reporting party’s portfolio, including raw land, land under development, construction in process and stabilized properties, any additional schedules as may be reasonably required by Servicer, and unless Servicer otherwise consents, consolidated and consolidating statements if the reporting party is a holding company or a parent of a subsidiary entity; and (b) for each reporting party who is an individual, a balance sheet, statements of cash flow and additional schedules as reasonably determined by Servicer: and amounts and sources of contingent liabilities, sources and uses of cash and liquidity verification, cash flow projections, real estate schedules providing details on each individual real property in the reporting party’s portfolio, including raw land, land under development, any additional schedules as may be reasonably required by Servicer, and unless Servicer otherwise consents, Financial Statements for each entity owned or jointly owned by the reporting party. For purposes of this definition and any covenant requiring the delivery of Financial Statements, each party for whom Financial Statements Vista Breeze Construction Disbursement Agreement Ex J-7 are required is a “reporting party” and a specified period to which the required Financial Statements relate is a “reporting period”. “Financing Statements” means, collectively, Project UCC, Fixture Filing UCC, APC Developer Fee UCC, HACMB Developer Fee UCC, Managing GP UCC, Administrative GP UCC, and Investor Equity UCC. “Flood Insurance Laws” means, collectively, (a) the National Flood Insurance Act of 1968, (b) the Flood Disaster Protection Act of 1973, and (c) the National Flood Insurance Reform Act of 1994, and any regulation promulgated thereto, each as amended and together with any successor Law of such type. “Foreclosure Remedy” has the meaning set forth in Section 5.3 of this Agreement. “Forward Purchase Agreement” has the meaning set forth in the recitals of this Agreement. “Funding Loan” has the meaning set forth in the recitals of this Agreement. “Funding Loan Agreement” has the meaning set forth in the recitals of this Agreement. “Funding Loan Note” has the meaning set forth in the recitals of this Agreement. “Funding Notice” has the meaning set forth in Section 1.1(b) of this Agreement. “General Partner” has the meaning set forth in the recitals of this Agreement. “Generally Accepted Accounting Principles” means the principles that are (i) consistent with the principles promulgated or adopted by the Financial Accounting Standards Board and its predecessors, as in effect from time to time, and (ii) consistently applied with past financial statements of the Borrower adopting the same principles; provided that a certified public accountant would, insofar as the use of such accounting principles is pertinent, be in a position to deliver an unqualified opinion (other than a qualification regarding changes in Generally Accepted Accounting Principles) as to financial statements in which such principles have been properly applied. “Governmental Authority” or “Governmental Authorities” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or ot her entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank). “Governmental Lender” has the meaning set forth in the recitals of this Agreement. “Ground Lease” means that certain Second Amended and Restated Ground Lease by and between HACMB, as landlord, and Borrower, as Tenant, dated as of the date hereof, pursuant to which Borrower leases the Land, as may be amended from time to time. Vista Breeze Construction Disbursement Agreement Ex J-8 “Guarantor” has the meaning set forth in the recitals of this Agreement. “Guaranty” has the meaning set forth in the recitals of this Agreement. “HACMB” means the Housing Authority of the City of Miami Beach, its successors and/or assigns. “HACMB Developer” means HACMB Development, LLC, a Florida limited liability company, and its successors and/or assigns. “HACMB Subordination Agreement” means that certain Subordination Agreement dated the date hereof by and between Servicer and HACMB, and consented to by Borrower and Fiscal Agent. “HAP Contract” means a Housing Assistance Payment Contract having a term of twenty (20) years to be entered into pursuant to the AHAP Contract. “Hazardous Substance” means and includes any substance, material, or waste, including asbestos, petroleum, and petroleum products (including crude oil), that is or becomes designated, classified, or regulated as “toxic” or “hazardous” or a “pollutant,” or that is or becomes similarly designated, classified, or regulated, under any federal, state, or local law, regulation, or ordinance, but does not include any such substance that is a customary and ordinary household, cleaning, or office product used on the Land by Borrower or any tenant or agent of Borrower, or customary construction materials used during the course of construction of Improvements on the Land by Borrower or Contractor, provided such use is in accordance with applicable hazardous materials laws. “Impact Fee” or “Impact Fees” have the meanings set forth in Section 2.38 of this Agreement. “Impact Fee Covenants” has the meaning set forth in Section 2.38 of this Agreement. “Improvements” means the one hundred nineteen (119) unit multifamily rental housing units located in two separate buildings, with one containing 49 units and one containing 70 units, and 55 surface parking spaces with related site improvements and amenities located on the Land and constructed, equipped and furnished in accordance with the Plans and Specifications. “Improvements” includes all Buildings, structures and replacements thereof and other improvements now or hereafter existing, erected or placed on the Land, including all plant, equipment, apparatus, machinery and fixtures of every kind and nature whatsoever forming part of said structures and/or buildings together with any on-site improvements and off-site improvements in any way used or to be used in connection with the use, enjoyment, occupancy or operation of the Land. “Indebtedness” means all obligations, contingent and otherwise, that in accordance with Generally Accepted Accounting Principles should be classified upon the subject Person’s balance sheet as liabilities, or to which reference should be made by footnotes thereto, including in any event and whether or not so classified: (a) all debt and similar monetary obligations, whether direct Vista Breeze Construction Disbursement Agreement Ex J-9 or indirect; (b) all liabilities secured by any deed to secure debt, mortgage, deed of trust, pledge, security interest, lien, charge or other encumbrance existing on property owned or acquired subject thereto, whether or not the liability secured thereby shall have been assumed; (c) all liabilities under capitalized leases; and (d) all guaranties, endorsements and other contingent obligations whether direct or indirect in respect of indebtedness of others, including the obligations to reimburse the issuer of any letter of credit for amounts drawn on such letter of credit. “Indemnified Party” or “Indemnified Parties” has the meaning set forth in Section 6.15 of this Agreement. “Initial Cure Period” has the meaning set forth in Section 5.1 of this Agreement. “Initial Funding Lender” has the meaning set forth in the recitals of this Agreement. “Initial Notification of Taxability” has the meaning set forth in Section 6.25 of this Agreement. “Insolvency Proceeding” means any bankruptcy or other voluntary or involuntary proceeding, in or out of court, for the adjustment of debtor-creditor relationships, including any proceeding under the Bankruptcy Reform Act of 1978, as amended or recodified, or under any other present or future state or federal law regarding bankruptcy, reorganization or other relief to debtors. “Insurance Proceeds” means the insurance claims under and the proceeds of any and all policies of insurance covering the Property or any part thereof, whether or not such insurance policies are required by Servicer, including interest thereon and unearned premiums with respect to any insurance relating to the Property, in each case whether now or hereafter existing or arising. “Interested Party” has the meaning set forth in Section 2.19 of this Agreement. “Investor Limited Partner” has the meaning set forth in the recitals of this Agreement. “Land” means the real property (also defined as Property) described in and encumbered by the Security Instrument and described in Exhibit A. “Law” or “Laws” means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law. With respect to Borrower and the Project, “Law” or “Laws” includes all Laws pertaining to the construction, sale, leasing or use of the Improvements and to access and facilities for handicapped or disabled persons, including and to the extent applicable, any building codes, the Controlled Substances Act, the Flood Insurance Laws, the Federal Architectural Barriers Act (42 U.S.C. § 4151 et seq.), the Fair Housing Amendments Act of 1988 (42 U.S.C. § 3601 et seq.), Vista Breeze Construction Disbursement Agreement Ex J-10 the Americans With Disabilities Act of 1990 (42 U.S.C. § 12101 et seq.), the Rehabilitation Act of 1973 (29 U.S.C. § 794), each as amended to date and further amended from time to time. “Management Agent” means Atlantic Pacific Community Management, LLC, a Delaware limited liability company. “Management Agreement” means that certain Property Management Agreement dated as of December 7, 2023 between Borrower and Management Agent. “Net Monthly Cash Income” has the meaning set forth in Section 2.24 of this Agreement. “Net Proceeds” when used with respect to any Condemnation Awards or Insurance Proceeds, means the gross proceeds from any Condemnation or Casualty remaining after payment of all expenses, including attorneys’ fees, incurred in the collection of such gross proceeds. “OFAC” has the meaning set forth in Section 2.30 of this Agreement. “OFAC Lists” has the meaning set forth in Section 2.30 of this Agreement. “OFAC Violation” has the meaning set forth in Section 2.30 of this Agreement. “Online Banking Portal” means any online banking portal and/or electronic transmission system as shall be made available by Servicer for use by Borrower to conduct Online Facility Transactions in connection with the terms of this Agreement and the applicable Online Portal Agreements. “Online Facility Transactions” means any transactions that Authorized Portal Users may execute on the Online Banking Portal, including but not limited to: (a) electronically view Borrower’s Loan information, (b) to upload documentation; and (c) to take any actions allowed under the Online Banking Portal based on the terms of the Online Transaction Agreements, which may include, but not be limited to, making payments on the Loan, submitting Draw Requests, submitting rollover notices (if applicable), and any other actions which may be allowed under the Online Banking Portal at any time in the future, all in accordance with the terms of this Agreement and the Online Portal Agreements executed by Borrower. “Online Portal Agreements” means all applicable treasury services agreements, terms and conditions (including any booklet with respect thereto), acceptance of services, cash management agreements and terms and conditions (including any booklet with respect thereto), supplements, addenda, amendments, setup and authorization forms, and/or any other documentation which Borrower is required to execute or agree to with respect to the use of, and conducting of any Online Facility Transactions on, the Online Banking Portal from time to time (including any of the foregoing agreed to or accepted by an Authorized Portal User in a “clickwrap” or “clickthrough” agreement on any such Online Banking Portal), and any and all amendments, restatements and modifications thereto. “Organizational Documents” means for any corporation, partnership, trust, limited liability company, limited liability partnership, unincorporated association, business or other legal Vista Breeze Construction Disbursement Agreement Ex J-11 entity, the documents pursuant to which such entity has been established or organized, as such documents may be amended from time to time in accordance with the terms of this Agreement. “PACE Financing” means any property assessed clean energy financing or similar energy efficiency or renewable energy financing repaid through assessments against property (without regard to the name given to such financing). “PATRIOT Act” has the meaning set forth in Section 2.30 of this Agreement. “Partnership Agreement” has the meaning set forth in the recitals of this Agreement. “Permanent Lender Purchase Date” has the meaning set forth in the recitals of this Agreement. “Permanent Phase Project Loan” has the meaning set forth in the recitals of this Agreement. “Permanent Phase Project Loan Agreement” has the meaning set forth in the recitals of this Agreement. “Permanent Phase Project Loan Note” has the meaning set forth in the recitals of this Agreement. “Permanent Phase Security Instrument” has the meaning set forth in the recitals of this Agreement. “Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity. “Plans and Specifications” has the meaning set forth in Exhibit B of this Agreement. “Pre-Construction Certificate” means a properly completed and executed written certificate by Borrower to Servicer in the form attached as Exhibit M, setting forth, among other things, the total Up-Front Equity expended or disbursed for the Property, together with the current Development Budget, the related AIA Documents G-702 and G-703 and such other schedules, affidavits, releases, waivers, statements, invoices, Accounts Payable Lists, bills, and such other documents, certificates and information as may be requested by Servicer. “Pro Forma Schedule” has the meaning set forth in Section 1.2 of this Agreement “Prohibited Person” means any individual or entity that is (a) currently the subject or target of any Sanctions, (b) included on OFAC’s List of Specially Designated Nationals, HMT’s Consolidated List of Financial Sanctions Targets and the Investment Ban List, or any similar list enforced by any other relevant sanctions authority, (c) any individual or entity that is owned or Controlled by, acting on behalf of, or an Affiliate of, an individual or entity listed in the previous clause (a) or (b), or (d) located, organized or resident in a Designated Jurisdiction. “Project” has the meaning set forth in the recitals of this Agreement. Vista Breeze Construction Disbursement Agreement Ex J-12 “Project Costs” has the meaning set forth in Section 1.1(a) of this Agreement. “Project Loan Fund” has the meaning set forth in the Funding Loan Agreement. “Property” shall have the meaning set forth in the Security Instrument. “Property Schedules” means any one or combination of the following, as reasonably determined by Servicer based on (x) the Property type and (y) whether Completion of Construction of the Improvements has occurred: property operating statements, rent rolls, leasing status reports (including tenants’ names, occupied tenant space, lease terms, Rents, vacant space and proposed Rents), sales reports, inventory reports, capital and operating budgets. Before Completion of Construction of the Improvements, a capital and operating budget for the Property for its first fiscal year (or portion thereof) of operations, in form and detail satisfactory to Servicer. “Property Tax Exemption” means the exemption available pursuant to Florida law. “Punchlist Items” means any items necessary at the time of the issuance of a temporary use and occupancy permit to complete fully the Project in accordance with the specifications, or required for the issuance of a final certificate of occupancy or its equivalent. “QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D). “QFC Credit Support” has the meaning set forth in Section 6.28 of this Agreement. “Related Person” means a “related person” as defined in Section 147(a) of the Code. “Rents” means all of the rents, royalties, issues, profits, revenues, earnings, income and other benefits of the Property or any part thereof, or arising from the use or enjoyment of the Property or any part thereof, including all such amounts paid under or arising from any of the Leases and all fees, charges, accounts or other payments for the use or occupancy of rooms or other public facilities within the Property or any part thereof. “Requirements” has the meaning set forth in Section 2.2 of this Agreement. “Requisition” has the meaning set forth in Section 1.1(a) of this Agreement. “Retainage” has the meaning set forth in Section 3.2(a) of Exhibit E attached to this Agreement. “Special Flood Hazard Area” means an area identified as such by the Administrator of FEMA using FEMA’s Flood Insurance Rate Map or FEMA’s Flood Hazard Boundary Map. “Special Limited Partner” has the meaning set forth in the recitals of this Agreement. “State Laws” has the meaning set forth in Section 2.19(i) of this Agreement. Vista Breeze Construction Disbursement Agreement Ex J-13 “Stored Materials” means materials, furnishings, fixtures, machinery or equipment not yet incorporated into the Land or Improvements, not to exceed the sum of $1,750,000.00. “Subordinate Loan Account” has the meaning given to such term in the Funding Loan Agreement. “Subordinate Lenders” has the meaning set forth in the recitals of this Agreement. “Subordinate Loans” has the meaning set forth in the recitals of this Agreement. “Subordinate Loan Documents” has the meaning set forth in the recitals of this Agreement. “Subordination Agreements” means, collectively, the FHFC Subordination Agreement, the County Subordination Agreement, the City Subordination Agreement and the HACMB Subordination Agreement, as each may be amended, restated, supplemented or otherwise modified from time to time. “Supported QFC” has the meaning set forth in Section 6.28 of this Agreement. “Survey” means an ALTA/NSPS survey of the Land and the Improvements prepared in accordance with the Servicer’s survey requirements, such survey to be satisfactory to the Servicer in form and substance. “Surveyor Certificate” means with respect to any Survey, a certificate executed by the surveyor who prepares such Survey dated as of a recent date and containing such information relating to the Project as the Servicer or the title insurer may require, such certificate to be satisfactory to the Servicer in form and substance. “Swap Contract” means any agreement, whether or not in writing, relating to any Swap Transaction, including, unless the context otherwise clearly requires, any agreement or contract that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute, and CFTC Regulation 1.3(xxx), any form of master agreement (the “Master Agreement”) published by the International Swaps and Derivatives Association, Inc., and any other master agreement, entered into prior to the date hereof or any time after the date hereof, between Swap Counterparty and Borrower (or its Affiliate), together with any related schedules and confirmations, as the same may be amended, restated, replaced, supplemented, superseded or otherwise modified from time to time in accordance with its terms, relating to or governing any or all of the foregoing. “Swap Counterparty” means Servicer or an Affiliate of Servicer, in its capacity as counterparty under any Swap Contract. “Swap Transaction” means any transaction that is a rate swap, basis swap transaction, forward rate transaction, commodity swap, commodity option, equity or equity index swap or option, bond option, note or bill option, interest rate option, forward foreign exchange transaction, cap transaction, spot or floor transaction, collar transaction, currency swap transaction, cross- currency rate swap transaction, swap option, currency option, credit swap or default transaction, Vista Breeze Construction Disbursement Agreement Ex J-14 T-lock, or any other similar transaction (including any option to enter into any of the foregoing) or any combination of the foregoing, entered into prior to the date hereof or any time after the date hereof between Swap Counterparty and Borrower (or its Affiliate) so long as a writing, such as a Swap Contract, evidences the parties’ intent that such obligations shall be secured by the Mortgage in connection with the Loan. “Tax Credit Covenant” has the meaning set forth in Section 2.19(i) of this Agreement. “Tax Credits” has the meaning set forth in the recitals of this Agreement. “Taxable Rate” has the meaning set forth in Section 6.25 of this Agreement. “Tax Regulatory Agreement” means that certain Land Use Restriction Agreement dated as of December 1, 2023 among Governmental Lender, Fiscal Agent and Borrower. “Uncurable Events of Default” has the meaning set forth in Section 5.4 of this Agreement. “Up-Front Equity” has the meaning ascribed to such term in Section 2.1(c) of Exhibit E attached to this Agreement. “U.S. Special Resolution Regimes” shall have the meaning set forth in Section 6.28 of this Agreement. “Volume Cap” has the meaning set forth in Section 2.19 of this Agreement. Vista Breeze Construction Disbursement Agreement Ex K-1 EXHIBIT K Intentionally Omitted Vista Breeze Construction Disbursement Agreement Ex L-1 EXHIBIT L [Borrower Name] [Borrower Address] , 20___ COMPLIANCE CERTIFICATE Bank of America, N.A. 401 E. Las Olas Blvd. Fort Lauderdale, Florida 33301 FL6-812-18-02 Attention: Binyamin Rosenbaum Bank of America, N.A. NC1-026-06-01 Gateway Village – 900 Building 900 W. Trade Street Charlotte, NC 28255 Attention: Loan Administration Manager Re: Vista Breeze Ladies and Gentlemen: This annual compliance certificate (this “Certificate”) is being delivered pursuant to that certain Construction Disbursement Agreement dated December 15, 2023, by and between Vista Breeze, LTD., a Florida limited partnership (the “Borrower”) and Bank of America, N.A. (the “Servicer”) (as the same may have been or may hereafter be amended, modified, supplemented, restated and replaced from time to time, the “Construction Disbursement Agreement”). All capitalized terms used but not defined in this Certificate shall have the meanings given in the Construction Disbursement Agreement. This Certificate is being given for the fiscal year ending on ________________. Borrower hereby certifies to Servicer as follows: 1. No Event of Default, or to Borrower’s knowledge, Default, has occurred and is continuing as of the date of this Certificate, except as set forth below [if blank, there are no exceptions]: _______________________________________________ _______________________________________________ _______________________________________________ 2. All representations and warranties made by Borrower and Guarantor in the Construction Phase Project Loan Documents (and any certificate, document or Vista Breeze Construction Disbursement Agreement Ex L-2 financial or any other statement furnished pursuant to or in connection therewith) remain true and correct in all material respects on and as of the date of this Certificate with the same force and effect as if made on and as of such date other than representations and warranties that expressly relate solely to an earlier date, in which case they are true and correct in all material respects as of such earlier date. 3. No material adverse change has occurred since the date of the last compliance certificate delivered to Servicer, and no event or condition that could reasonably be expected to have a material adverse change in the financial condition of Borrower or Guarantor, has occurred, except as set forth below [if blank, there are no exceptions]: _______________________________________________ _______________________________________________ _______________________________________________ The calculations made and the information contained herein are complete and correct and fairly present the financial position and results of operations of Borrower in accordance with accounting principles consistently applied, and correctly reflect the books and records of Borrower. Should you require any further documentation or have any questions, please contact __________________________________. VISTA BREEZE, LTD., a Florida limited partnership By: APC Vista Breeze, LLC a Florida limited liability company, its managing general partner By: _____________________________ Kenneth Naylor Vice President Vista Breeze Construction Disbursement Agreement Ex L-3 [Guarantor Name] [Guarantor Address] ____________, 20___ COMPLIANCE CERTIFICATE Bank of America, N.A. 401 E. Las Olas Blvd. Fort Lauderdale, Florida 33301 FL6-812-18-02 Attention: Binyamin Rosenbaum Bank of America, N.A. NC1-026-06-01 Gateway Village – 900 Building 900 W. Trade Street Charlotte, NC 28255 Attention: Loan Administration Manager Re: Vista Breeze Ladies and Gentlemen: This annual compliance certificate (this “Certificate”) is being delivered pursuant to that certain Construction Disbursement Agreement dated December 15, 2023, by and between Vista Breeze, LTD., a Florida limited partnership (the “Borrower”) and Bank of America, N.A. (the “Servicer”) (as the same may have been or may hereafter be amended, modified, supplemented, restated and replaced from time to time, the “Construction Disbursement Agreement”) and that certain Guaranty Agreement dated as of December 15, 2023 by the undersigned (together, the “Guarantor”) in favor of Servicer (as the same may have been or may hereafter be amended, modified, supplemented, restated and replaced from time to time, the “Guaranty”). All capitalized terms used but not defined in this Certificate shall have the meanings given in the Construction Disbursement Agreement and Guaranty, as applicable. This Certificate is being given for the fiscal year ending on _________________________. Guarantor hereby certifies to Servicer as follows: 1. All representations and warranties made by Guarantor in the Construction Phase Project Loan Documents (and any certificate, document or financial or any other statement furnished pursuant to or in connection therewith) remain true and correct in all material respects on and as of the date of this Certificate with the same force and effect as if made on and as of such date other than representations and warranties that expressly relate solely to an earlier date, in which case they are true and correct in all material respects as of such earlier date. Vista Breeze Construction Disbursement Agreement Ex L-4 2. No material adverse change has occurred since the date of the last compliance certificate delivered to Servicer pursuant to the Construction Disbursement Agreement and the Guaranty, and no event or condition that could reasonably be expected to have a material adverse change in the financial condition of Guarantor, has occurred, except as set forth below [if blank, there are no exceptions]: ______________________________________________________ ______________________________________________________ ______________________________________________________ 3. The aggregate amount of Unencumbered Liquid Assets (as defined in the Guaranty) of the Guarantor as of the period ending __________________, computed in accordance with the Construction Disbursement Agreement was in excess of $8,000,000.00. 4. The amount of Net Worth (as defined in the Guaranty) of the Guarantor as of the period ending __________________, computed in accordance with the Construction Disbursement Agreement was in excess of $20,000,000.00. The calculations made and the information contained herein are complete and correct and fairly present the financial position and results of operations of Guarantor in accordance with accounting principles consistently applied, and correctly reflect the books and records of Guarantor. Should you require any further documentation or have any questions, please contact ________________________. GUARANTOR: HOWARD D. COHEN REVOCABLE TRUST U/A/D 4/6/1993 By: _____________________________ Howard D. Cohen Trustee ____________________________________ HOWARD D. COHEN, as an individual Vista Breeze Construction Disbursement Agreement Ex M-1 EXHIBIT M PRE-CONSTRUCTION CERTIFICATE [BORROWER’S LETTERHEAD] TO: Bank of America, N.A. (“Servicer”) PROJECT: Vista Breeze LOCATION: 175 S. Shore Drive and 280 S. Shore Drive, Miami Beach, Miami-Dade County, Florida BORROWER: Vista Breeze, LTD., a Florida limited partnership FOR PERIOD ENDING: _________________________________________________ In accordance with the Construction Disbursement Agreement in the amount of $32,500,000.00 dated December 15, 2023 among Borrower and Servicer as defined therein, Borrower hereby certifies as follows: A. Total Up-Front Equity in the amount of $ .00 has been expended or disbursed as shown in the attached Budget. B. Borrower projects that Borrower will commence to install the foundation slab on or about . C. Borrower projects that the elevation certificate will be issued on or about . D. Borrower projects that on or about ____________ __, 20__ Borrower will submit its first Requisition for hard construction costs (other than for costs of installing the foundation slab, performing preliminary site work such as laying utilities or clearing brush, or the purchase and/or delivery of building materials). E. [Include if lowest floor will be below base flood elevation] The lowest floor of the Improvements will be below the base flood elevation. Borrower projects that the Improvements will be walled and roofed on or about . F. This Certificate supersedes all previously submitted Pre-Construction Certificates. In the event of any inconsistency, this Certificate will prevail over previous Pre- Construction Certificates. AUTHORIZED SIGNER: _____________________________________ Dated: ________________________ Vista Breeze Construction Disbursement Agreement Ex N-1 EXHIBIT N Financial Covenants (a) Loan-to-Cost Ratio. Upon the closing of the Construction Phase Project Loan, Borrower shall demonstrate a Loan-to-Cost Ratio of less than or equal to eighty-five percent (85%). If Servicer determines that this Loan-to-Cost Ratio covenant is not met, Servicer may (a) revise the committed amount of the Construction Phase Project Loan, and/or (b) make written demand on Borrower to repay principal of the Construction Phase Project Loan, in the amount necessary to bring the Loan-to-Cost Ratio into compliance, subject to the satisfaction of any conditions to prepayment, including the payment of any prepayment fee or premium. Borrower shall make any such payment of principal within thirty (30) days after Servicer’s demand. Servicer shall have the right to revise the committed amount of the Construction Phase Project Loan and/or require more than one principal payment under this Section. “Loan-to-Cost Ratio” means, as of the date such ratio is determined, the total committed amount of the Construction Phase Project Loan divided by the amounts expended and/or costs incurred for work done and materials incorporated in the Improvements and the Property. (b) Loan-to-Value Ratio. Upon the closing of the Construction Phase Project Loan, Borrower shall demonstrate a Loan-to-Value Ratio of less than or equal to eighty percent (80%). If Servicer determines that this Loan-to-Value Ratio covenant is not met, Servicer may (a) revise the committed amount of the Construction Phase Project Loan, and/or (b) make written demand on Borrower to repay principal of the Construction Phase Project Loan, in the amount necessary to bring the Loan-to-Value Ratio into compliance, subject to the satisfaction of any conditions to prepayment, including the payment of any prepayment fee or premium. Borrower shall make any such payment of principal within thirty (30) days after Servicer’s demand. Servicer shall have the right to revise the committed amount of the Construction Phase Project Loan and/or require more than one principal payment under this Section. Prior to providing a copy of any appraisal to Borrower, Servicer may require Borrower to (i) execute an indemnification agreement in a form acceptable to Servicer, and (ii) pay the cost of the appraisal. “Loan-to-Value Ratio” means the total committed amount of the Construction Phase Project Loan divided by the greater of (i) the appraised “As-Is” value of the Property, or (ii) Prospective Market Value Upon Stabilization of the Property. The appraised “As-Is” value of the Property shall be based upon an appraisal prepared by a third-party appraiser acceptable to, and engaged directly by, Servicer. The appraisal shall be satisfactory to Servicer in all respects, as reviewed, adjusted and approved by Servicer. “Prospective Market Value Upon Stabilization” means the market value of the Property assuming the Property has attained stabilization, which an income-producing real estate project is expected to achieve under competent management after exposure for leasing in the open market for a reasonable period of time at terms and conditions comparable to competitive offerings. The Prospective Market Value Upon Stabilization shall be based on an appraisal meeting all applicable regulatory requirements, taking into account current market conditions, including vacancy factors, estimated date of stabilization, discount rates, and rental rates and concessions, as accepted by Servicer in its reasonable discretion. Servicer may determine the Prospective Market Value Upon Stabilization of the Property Vista Breeze Construction Disbursement Agreement Ex N-2 based on a current appraisal or the original appraisal obtained in connection with the origination of the Construction Phase Project Loan, as Servicer in its reasonable discretion may elect. Any appraisal used to determine the Prospective Market Value Upon Stabilization of the Property shall meet all applicable regulatory requirements, shall be satisfactory to Servicer in all respects, and shall be obtained at the sole cost and expense of Borrower. (b) The Guarantors shall, at all times, maintain in the aggregate a minimum (i) “Net Worth” of $20,000,000 and (ii) “Unencumbered Liquid Assets” of $8,000,000 (as such terms are hereinafter defined); and (c) Each of the covenants set forth in Section 2.10 of this Agreement shall be tested as required by Section 2.10 of this Agreement. In addition, Unencumbered Liquid Assets may be tested at such other times as determined by the Servicer, but not more frequently than quarterly. In connection with the foregoing, the Guarantor shall, within 15 days of any request by the Servicer, provide to the Servicer evidence reasonably satisfactory to the Servicer of compliance with the foregoing financial covenants, including, without limitation, any compliance certificate required in this Agreement. It is expressly agreed that failure to maintain the Net Worth and Unencumbered Liquid Assets requirements as set forth herein shall constitute a default under the Guaranty and an Event of Default under this Agreement; and For purposes hereof, “Net Worth” shall mean the gross fair market value of total assets less total liabilities, including, but not limited to, estimated taxes on asset appreciation and any reserves or offsets against assets, and “Unencumbered Liquid Assets” shall mean the following assets, excluding assets of any retirement plan, which (i) are not the subject of any lien, pledge, security interest or other arrangement with any creditor to have his/its claim satisfied out of the asset, or proceeds thereof prior to the general creditors of the Guarantor’s of the asset, and (ii) may be converted to cash within five (5) days of Servicer’s demand: (A) cash or cash equivalents held in the United States; (B) United States Treasury or governmental agency obligations which constitute full faith and credit of the United States of America; (C) commercial paper rated P-1 or A1 by Moody’s or S&P (the “Rating Agencies”), respectively; (D) medium- and long-term securities rated investment grade by the Rating Agencies; (E) Eligible Stocks (as hereinafter defined); and (F) mutual funds quoted in The Wall Street Journal which invest primarily in the assets described in (A)-(E) above. “Eligible Stocks” shall include any common or preferred stock which (1) is not subject to statutory or contractual restrictions on sales, (2) is traded on a U.S. national stock exchange or included in the National Market tier of NASDAQ and (3) has, as of the close of trading on the applicable exchange (excluding after hours trading), a per share price of at least Fifteen Dollars ($15). Vista Breeze Construction Disbursement Agreement Ex O-1 EXHIBIT O Borrower Detail Form [See attached] Vista Breeze, Ltd $32,500,000.00 PENDING CLOSING Page 1 of 3 Borrower Detail Form US only INSTRUCTIONS: Please complete a Borrower Detail Form for each respective Borrower unless contact information, loan disbursement and payment instructions are the same for each Borrower. Upon completion, this form must be returned to Bank of America as a PDF document. Thank you, Bank of America, N.A., as Initial Funding Lender BORROWER DETAIL FORM CONFIDENTIAL Page 2 of 3 1. Contact Information and Loan Disbursement & Payment Instructions same for all Borrowers? YES ☒ NO ☐ Not Applicable ☐ If NO, please complete a separate Borrower Detail Form for each respective Borrower. 2. Legal name of Borrower(s) in loan documentation Borrower Name(s): Vista Breeze, Ltd. 3. Borrower Contact Information for Administration of Credit Facility Name: Milagros Medrano Title: Development Accountant Street Address: 161 NW 6 Street Suite/Mail Code: Suite 1020 City: Miami State: Florida Postal Code: 33136 Country: USA Office Telephone #: (305) 370-9843 Facsimile #: N/A Work E-Mail Address: mmedrano@apcompanies.com Contacts to receive loan related notices: Milagros Medrano, mmedrano@apcompanies.com 4. Loan Disbursement Instructions Please check and complete the following options, as applicable: ☐ Deposit to Bank of America Account -- Borrower Operating Account Bank of America Account Number: 898 126 369 594 Account Holder Name: Atlantic Pacific Community Management LLC AAF, Vista Breeze, Ltd. Bank Address: Tampa Florida (City) (State) ABA #: 063 100 277 ☒ Wire the Funds – Fed Wire Instructions -- Fiscal Agent Bank Name: The Bank of New York Bank Address: New York New York (City) (State) ABA #: 021000018 Account #: 1856528400 Account Name: Jacksonville Clearing Attention: Re: Vista Breeze, Attn: Heidi Bowers Swift Code (if applicable): BORROWER DETAIL FORM CONFIDENTIAL Page 3 of 3 5. Loan Payment Instructions (principal, interest & fees) Please check and complete one of the following options: ☐ Auto-Debit Account Use Bank of America Account in Loan Disbursement Instructions in Section 4 YES ☐ NO ☐ If NO, complete section with other payment instructions below: Bank Name: Click to enter bank name Account Number: Click to enter account number Account Holder Name: Click to enter account holder name State Account Opened: Click to enter state ABA #: Click to enter ABA number ☒Will pay by wire 6. Execution of Borrower Details Form Please have signature block below signed by Authorized Signer as listed on the Borrower’s Instruction, Incumbency Certificate and/or Secretary Certificate. VISTA BREEZE, LTD., a Florida limited partnership By: APC Vista Breeze, LLC, a Florida limited liability company, its managing general partner By: Kenneth Naylor Vice President Date: November __, 2023 Bank of America is committed to the protection of personal information we collect and process. We conduct regular assessment reviews and abide by rigorous privacy standards to protect personal information we collect, use and share. For more information about how we protect your privacy, including specific rights that may apply, please visit bankofamerica.com/privacynotice. Please ensure that you share this information with those in your organization whose information you are sharing with us such as your third party representatives, employees, officers, directors, shareholders, and other related individuals. Vista Breeze Construction Disbursement Agreement Ex P-1 EXHIBIT P Borrower’s Instruction Certificate [See attached] Page 1 of 1 BIC – Vista Breeze BORROWER’S INSTRUCTION CERTIFICATE Certificate of Incumbency On November __, 2023, I, Howard D. Cohen, as the sole director of APCHD MM II Inc., a Delaware corporation (the “APCHD MM”), manager of APC Vista Breeze, LLC, a Florida limited liability company (the “APC”), the managing general partner of Vista Breeze, Ltd., a Florida limited partnership (the “Borrower”), which Borrower has executed or will execute a certain Construction Phase Borrower Loan Agreement dated PENDING CLOSING (the “Construction Phase Loan Agreement”), in the maximum principal amount of $32,500,000 (the “Construction Loan”) with Housing Finance Authority of Miami-Dade County, Florida (the “Governmental Lender”) and The Bank of New York Mellon Trust Company, N.A. (the “Fiscal Agent”) in which Governmental Lender agrees to make a loan to Borrower which loan is made by the Governmental Lender with proceeds received from a funding loan made to Governmental Lender by Bank of America, N.A. (the “Bank”), as initial funding lender, pursuant to the Funding Loan Agreement (the “Funding Loan Agreement” and together with the Construction Phase Loan Agreement, the “Loan Agreement”) in the maximum aggregate principal amount of $32,500,000 (the “Funding Loan” and together with the Construction Loan, the “Loan”). Pursuant to the Loan Agreement, Bank and Borrower are entering into that certain Construction Disbursement Agreement which provides for, among other things, the terms and conditions upon which Bank, as servicer, will approve requisitions or draws from the applicable reserve account. I do hereby certify that the Authorized Signers and Authorized Persons whose names, titles and signatures appear in Sections I and II below and/or on the attached counterpart pages in Sections I and II are authorized to act on behalf of Borrower for the specified purposes indicated below. Section I – General Authorization. The undersigned authorized signatory on behalf of Borrower certifies that any individual in this Section I (each an “Authorized Signer”) is authorized, acting alone, to act on behalf of Borrower for all purposes including, but not limited to obtaining any and all information pertaining to the Loan, requesting any action under the loan documents, providing any certificates on behalf of Borrower, appointing and changing Authorized Persons (defined in Section II below), and designating in writing to Bank any authorized portal users of any online banking portal provided by Bank who are authorized to act on behalf of such Authorized Signer. All persons who signed, or will sign, the Loan Agreement on behalf of Borrower must sign in this Section I. NOTE: All persons or titles listed below are also listed in the most recent borrowing resolution. Name Title Signature Specimen Kenneth Naylor Secretary and Vice President of APC, the managing general partner of the Borrower Section II – Draw Requests for Loan Proceeds Authorization. The undersigned authorized signatory on behalf of Borrower certifies that any individual listed in this Section II (each an “Authorized Person”) is authorized to act on behalf of Borrower in providing draw requests and/or interest rate changes, taking all actions as an authorized portal user on Bank’s online banking portal, and/or requesting disbursements of Loan proceeds and/or proceeds from the applicable reserve account. Name Title Signature Specimen I further certify that the specimen signatures set forth above in Sections I and II, and/or on the attached counterpart pages in Sections I and II, next to each name are the true and genuine signatures of such persons, and Bank may conclusively rely on the accuracy, genuineness, and good faith of any written, oral or electronic communication from any of the listed individuals, for the specified purposes so stated. Bank may rely on this Borrower’s Instruction Certificate until written notice is received by Bank, revoking the authorizations in Sections I and II above and/or on the attached counterpart pages and/or replacing this with a new Borrower’s Instruction Certificate, and such notice shall be effective not sooner than five (5) Business Days following receipt thereof. I further certify that each counterpart page attached hereto is and shall be considered an original for all purposes; provided, however, that all such counterpart pages do and shall together constitute one and the same instrument. Howard D. Cohen The sole director of APCHD MM, the Managing Member of APC, the managing general partner of the Borrower Print Name of Corp. Secretary (or Equivalent) Signature of Corp. Secretary (or Equivalent) Title Vista Breeze Construction Disbursement Agreement Ex Q-1 EXHIBIT Q Swap Contracts 1. Swap Documentation. Within the timeframes required by Servicer and Swap Counterparty, Borrower shall deliver to Swap Counterparty the following documents and other items, executed and acknowledged as appropriate, all in form and substance satisfactory to Servicer and Swap Counterparty: (a) Master Agreement in the form published by the International Swaps and Derivatives Association, Inc. and related schedule in the form agreed upon between Borrower (or its Affiliate) and Swap Counterparty; (b) a confirmation under the foregoing, if applicable; (c) the Guaranty; (d) if Borrower (or its Affiliate) is anything other than a natural person, evidence of due authorization to enter into transactions under the foregoing Swap Contract with Swap Counterparty, together with evidence of due authorization and execution of any Swap Contract; and such other title endorsements, documents, instruments and agreements as Servicer and Swap Counterparty may require to evidence satisfaction of the conditions set forth in this Section, including a swap endorsement to Servicer’s title insurance policy in form and substance satisfactory to Servicer. 2. Conveyance and Security Interest. To secure Borrower’s Obligations, Borrower hereby transfers, assigns and transfers to Servicer, and grants to Servicer a security interest in, all of Borrower’s right, title and interest, but not its obligations, duties or liabilities for any breach, in, under and to the Swap Contract, any and all amounts received by Borrower in connection therewith or to which Borrower is entitled thereunder, and all proceeds of the foregoing. All amounts payable to Borrower under the Swap Contract shall be paid to Servicer and shall be applied to pay interest or other amounts under the Construction Phase Project Loan. 3. Interest Reserve. Borrower and Servicer acknowledge that the amount of the interest reserve line item in the Budget was calculated based on the assumptions that Borrower (or its Affiliate) would obtain the Swap Contract and would timely pay and perform its Obligations under the Swap Contract in the future. On the terms and subject to the provisions of this Agreement governing advances of Construction Phase Project Loan proceeds, Servicer will make advances from interest reserve for periodic payments under the Swap Contract as and when they become due. Borrower hereby irrevocably authorizes Servicer to make any payment under the Swap Contract by debiting the interest reserve in the amount of the payment and applying the debited amount to the Swap Contract. Servicer will disburse the amount of any payment under a Swap Contract, if any, into the Checking Account defined and designated below. Notwithstanding the foregoing, Servicer shall have no obligation to make any advance for any payment which becomes due under a Swap Contract following an Event of Default. 4. Cross-Default. It shall be an Event of Default under this Agreement if any Event of Default occurs as defined under any Swap Contract as to which Borrower (or its Affiliate) is the Defaulting Party, or if any Termination Event occurs under any Swap Contract as to which Borrower (or its Affiliate) is an Affected Party. As used in this Section, the terms “Defaulting Party,” “Termination Event” and “Affected Party” have the meanings ascribed to them in the Swap Contract. Vista Breeze Construction Disbursement Agreement Ex Q-2 5. Remedies; Cure Rights. In addition to any and all other remedies to which Servicer and Swap Counterparty are entitled at Law or in equity, Swap Counterparty shall have the right, to the extent so provided in any Swap Contract or any Master Agreement relating thereto, (a) to declare an event of default, termination event or other similar event thereunder and to designate an Early Termination Date as defined under the Master Agreement, and (b) to determine net termination amounts in accordance with the Swap Contract and to setoff amounts between Swap Contracts. Servicer shall have the right at any time (but shall have no obligation) to take in its name or in the name of Borrower (or its Affiliate) such action as Servicer may at any time determine to be necessary or advisable to cure any default under any Swap Contract or to protect the rights of Borrower (or its Affiliate) or Swap Counterparty thereunder; provided, however, that before the occurrence of an Event of Default under this Agreement, Servicer shall give prior written notice to Borrower before taking any such action. For this purpose, Borrower hereby constitutes Servicer its true and lawful attorney-in-fact with full power of substitution, which power of attorney is coupled with an interest and irrevocable, to exercise, at the election of Servicer, any and all rights and remedies of Borrower (or its Affiliate) under the Swap Contract, including making any payments thereunder and consummating any transactions contemplated thereby, and to take any action that Servicer may deem proper in order to collect, assert or enforce any claim, right or title, in and to the Swap Contract hereby assigned and conveyed, and generally to take any and all such action in relation thereto as Servicer shall deem advisable. Servicer shall not incur any liability if any action so taken by Servicer or on its behalf shall prove to be inadequate or invalid. Borrower expressly understands and agrees that Servicer is not hereby assuming any duties or obligations of Borrower (or its Affiliate) to make payments to Swap Counterparty under any Swap Contract or under any other Construction Phase Project Loan Document. Such payment duties and obligations remain the responsibility of Borrower (or its Affiliate) notwithstanding any language in this Agreement. 6. Timing of Interest Rate Periods. At all times when any Swap Contract is in effect, Borrower shall elect Interest Periods of one (1) month in duration for all principal accruing interest at the SOFR Rate (as defined in the Construction Phase Project Loan Note). 7. Automatic Deduction and Credit. (a) At all times when any Swap Contract is in effect, Borrower shall maintain the Checking Account in good standing with Servicer. Borrower hereby grants to Servicer and Swap Counterparty a security interest in the Checking Account, and any other accounts and deposit accounts from which Borrower may from time to time authorize Servicer to debit payments due on the Construction Phase Project Loan and the Swap Contracts. Borrower is granting this security interest to Servicer and Swap Counterparty for the purpose of securing the Obligations. (b) At all times when any Swap Contract is in effect, all monthly payments owed by Borrower under the Construction Phase Project Loan Note will be automatically deducted on their due dates from the Checking Account. Servicer is hereby authorized to apply the amounts so debited to Borrower’s obligations under the Construction Phase Project Loan. Notwithstanding the foregoing, Servicer will not automatically deduct the principal payment at maturity from the Checking Account. Vista Breeze Construction Disbursement Agreement Ex Q-3 (c) At all times when any Swap Contract is in effect, all payments owed by Borrower (or its Affiliate) under any Swap Contract will be automatically deducted on their due dates from the Checking Account. The preceding sentence includes Borrower’s authorization for Servicer to debit from the Checking Account any monetary obligation owed by Borrower (or its Affiliate) to Swap Counterparty following any Early Termination Date, as defined under the Master Agreement. Swap Counterparty is hereby authorized to apply the amounts so debited to the obligations of Borrower (or its Affiliate) under the applicable Swap Contract. (d) Servicer will debit the Checking Account on the dates the foregoing payments become due; provided, however, that if a due date does not fall on a Banking Day, Servicer will debit the Checking Account on the first Banking Day following such due date. (e) Borrower shall maintain sufficient funds on the dates when Servicer enters debits authorized by this Agreement. If there are insufficient funds in the Checking Account on any date when Servicer enters any debit authorized by this Agreement, without limiting Servicer’s other remedies in such an event, the debit will be reversed in whole or in part, in Servicer’s sole and absolute discretion, and such amount not debited shall be deemed to be unpaid and shall be immediately due and payable in accordance with the terms of the Construction Phase Project Loan Note and/or the Swap Contract, as applicable. (f) So long as there is no Event of Default existing under this Agreement or any Swap Contract, Servicer will automatically credit the Checking Account for payments owed by Swap Counterparty under the Swap Contract. Servicer will credit the Checking Account on the dates the foregoing payments become due; provided, however, that if a due date does not fall on a Banking Day, Servicer will credit the Checking Account on the first Banking Day following such due date.