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12. Environmental Indemnification and Release Agreement - Vista Breeze #231166573_v4 ENVIRONMENTAL INDEMNIFICATION AND RELEASE AGREEMENT This ENVIRONMENTAL INDEMNIFICATION AND RELEASE AGREEMENT (this “Agreement”) is made as of December 15, 2023, by and among VISTA BREEZE, LTD., a Florida limited partnership (the “Borrower”), HOWARD D. COHEN, an individual resident of the State of Florida (the “Individual Guarantor”), HOWARD D. COHEN REVOCABLE TRUST U/A/D 4/6/1993 (the “Trust Guarantor”, and together with the Individual Guarantor, jointly and severally, collectively, the “Guarantor”) and BANK OF AMERICA, N.A., a national banking association (together with its successors and assigns, the “Initial Funding Lender”). For purposes of this Agreement, the Borrower and Guarantor shall be referred to as the “Obligors”. RECITALS 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 (the “Land”). Pursuant to Chapter 159, Part IV, Florida Statutes, as amended, Resolution R-1194-78 adopted by the Board of County Commissioners of Miami-Dade County 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”) has determined to make a mortgage loan to Borrower in a principal amount up to Thirty- Two Million Five Hundred Thousand and No/100 Dollars ($32,500,000.00) (the “Construction Phase Project Loan”) to finance the construction of a 119-unit low-income housing development project on the Land known or to be known as “Vista Breeze” (the “Project”). Governmental Lender has agreed to make the Construction Phase Project Loan to Borrower pursuant to the terms and conditions of that certain Construction Phase Borrower Loan Agreement dated December 1, 2023, by and among The Bank of New York Mellon Trust Company, N.A., a national banking association, as fiscal agent (in such capacity, “Fiscal Agent”), Borrower and Governmental Lender (as amended, restated, supplemented or otherwise modified, the “Construction Phase Project Loan Agreement”). The Construction Phase Project Loan is evidenced by that certain Construction Phase Project Loan Note from Borrower, as maker, payable to order of Governmental Lender, dated as of December 15, 2023 (as amended, restated, supplemented or otherwise modified, the “Construction Phase Project Loan Note”). Borrower’s obligations, liabilities and indebtedness to Governmental Lender under and in connection with the Construction Phase Project Loan (collectively, the “Construction Phase Project Loan Obligations”) are secured by, among other things, that certain Leasehold Mortgage, Assignment of Rents, Security Agreement and Fixture Filing for the benefit of Governmental Lender (as amended from time to time, the “Mortgage”) dated as of the date hereof, encumbering all of Borrower’s rights, title and interest in and to the Land, the Project and certain other property as more particularly in Exhibit A which is attached hereto and made a part hereof (the “Property”), and guaranteed by Guarantor pursuant to that certain Guaranty Agreement of even date herewith. All agreements, instruments and documents which evidence, secure, guaranty or otherwise govern the Construction Phase Project Loan, including, without limitation, the Construction Phase Project Loan Agreement, the Construction Phase Project Loan Note and the Mortgage, as amended, restated, supplemented or otherwise modified, are herein collectively referred to as the “Construction Phase Project Loan Documents”. In addition, pursuant to the terms and conditions of the Construction Phase Project Vista Breeze Environmental Indemnification and Release Agreement 2 Loan Agreement, Governmental Lender has appointed Initial Funding Lender as “Servicer” under the Construction Phase Project Loan Documents. B. In order to obtain the funds necessary to enable Governmental Lender to make the Construction Phase Project Loan to Borrower, Governmental Lender has determined to obtain a loan (the “Funding Loan”) from Initial Funding Lender in a principal amount up to Thirty-Two Million Five Hundred Thousand and No/100 Dollars ($32,500,000.00). Initial Funding Lender has agreed to make the Funding Loan to Governmental Lender in accordance with the terms and conditions of that certain Funding Loan Agreement by and among Initial Funding Lender, Governmental Lender and Fiscal Agent (as amended, restated, supplemented or otherwise modified, the “Funding Loan Agreement”). The Funding Loan is evidenced by that certain Multifamily Housing Revenue Note, Series 2023 (Vista Breeze) dated as of December 15, 2023 from Governmental Lender, as maker, payable to the order of Initial Funding Lender. The Funding Loan is and will be funded on a draw-down basis. The Funding Loan proceeds have been or will be used to make advances under the Construction Phase Project Loan in accordance with the terms and conditions of the Construction Phase Project Loan Documents. Governmental Lender’s obligations, liabilities and indebtedness under and in connection with the Funding Loan are secured by a first priority pledge of, lien on, and security interest in, all of Governmental Lender’s rights, title and interest in, to and under the Construction Phase Project Loan and the Construction Phase Project Loan Documents, pursuant to the terms and conditions of the Funding Loan Agreement. To further evidence and perfect such pledge, Governmental Lender has duly endorsed the Construction Phase Project Loan Note to the order of Fiscal Agent, in trust for the benefit of Initial Funding Lender, and has executed and delivered to Fiscal Agent that certain Assignment of Mortgage and Collateral Loan Documents (the “Project Loan Assignment”) dated as of the date hereof, assigning to Fiscal Agent, in trust for the benefit of Initial Funding Lender, among other things, all of Governmental Lender’s right, title and interest under the Mortgage. The Project Loan Assignment has been or will be recorded among the Public Records of Miami-Dade County, Florida. C. As a condition precedent to its executing the Funding Loan Agreement and the Construction Disbursement Agreement, dated as of the date hereof by and between Borrower and Initial Funding Lender (the “Construction Disbursement Agreement”), Initial Funding Lender has required that Obligors execute and deliver this Agreement to Initial Funding Lender. AGREEMENTS Section 1 Definitions. As used in this Agreement, the terms defined in the Preamble and in the Recitals hereto shall have the respective meanings specified therein, and the following additional terms shall have the meanings specified: “At” or “at,” when used with respect to the Property or any property adjacent to the Property, means “on, at, in, under, above or about.” Vista Breeze Environmental Indemnification and Release Agreement 3 “Environmental Claim” means any complaint, action, notice, order, claim, investigation, judicial or administrative proceeding or action, or other similar claims or communications from any Person (defined below) involving or alleging any non-compliance with any Environmental Requirement (defined below) or the existence of any unsafe or hazardous condition resulting from or related to the Release (defined below) of any Hazardous Material (defined below). “Environmental Law” means any and all applicable federal, state or local laws, statutes, ordinances, rules, regulations, orders, principles of common law, judgments, permits, licenses or other determinations of any judicial or regulatory authority, now or hereafter in effect, imposing liability, establishing standards of conduct or otherwise relating to protection of the environment (including natural resources, surface water, groundwater, soils, and indoor and ambient air), health and safety, land use matters or the presence, generation, treatment, storage, disposal, Release or threatened Release, transport or handling of any Hazardous Material. “Environmental Requirement” means any Environmental Law, or any other applicable agreement or restriction (including but not limited to any condition or requirement imposed by any third party or insurance or surety company), now or hereafter in effect, which relates to any matters addressed by any Environmental Law, Hazardous Material, or the prevention of any unsafe or hazardous condition resulting from or related to the Release of any Hazardous Material. “Hazardous Material” means any substance, material, element, compound, waste or chemical, whether solid, liquid or gaseous, which is defined, listed, classified or otherwise regulated in any way under any Environmental Laws, or any other such substances or conditions (including mold and other mycotoxins or fungi) which may create any unsafe or hazardous condition or pose any threat to health and safety. “Indemnified Party” means and includes Initial Funding Lender, any Persons owned or controlled by, owning or controlling, or under common control or affiliated with Initial Funding Lender, any participants in the Construction Phase Project Loan, the directors, officers, partners, employees and agents of Initial Funding Lender and/or such Persons, and the successors and assigns of each of the foregoing Persons. “Person” means an individual, a corporation, a partnership, a joint venture, a limited liability company, a trust, an unincorporated association, any governmental authority or any other entity. “Release” means the presence of or any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, seeping, migrating, dumping or disposing of any Hazardous Material (including the abandonment or discarding of barrels, drums, tanks, and other similar containers, containing any Hazardous Material) into the indoor or outdoor environment. “Transition Date” means the earlier of the following two dates: (a) the date on which the indebtedness and obligations secured by the Mortgage have been paid, performed and finally discharged in full (without possibility for disgorgement), and the Mortgage has been released; or (b) the date on which the lien of the Mortgage is fully and finally foreclosed or a conveyance by Vista Breeze Environmental Indemnification and Release Agreement 4 deed in lieu of such foreclosure is fully and finally effective and possession of the Property has been given to and accepted by Initial Funding Lender or any other purchaser or grantee free of occupancy and claims to occupancy by Borrower and its heirs, devisees, representatives, successors and assigns; provided that, if such payment, performance, release, foreclosure or conveyance is challenged, in bankruptcy proceedings or otherwise, the Transition Date shall be deemed not to have occurred until such challenge is validly released, dismissed with prejudice or otherwise barred by law from further assertion. Section 2 Representations and Warranties. Except as explicitly set forth in Exhibit B which is attached hereto and made a part hereof, Obligors, after appropriate due inquiry and investigation in accordance with good commercial or customary practices, including an investigation into the previous uses and ownership of the Property, hereby represents and warrants to, and covenants with, Initial Funding Lender, without regard to whether Initial Funding Lender has or hereafter obtains any knowledge or information related to these matters, as follows: (a) Use of the Property. During the period of Borrower’s ownership or operation of the Property, and, to the best of Obligors’ knowledge, during the period prior to Borrower’s ownership or operation of the Property, (i) the Property has not been used as a treatment, storage or disposal site for any Hazardous Material, for any other waste disposal activities, for industrial or manufacturing purposes or for any other use which could give rise to the Release of any Hazardous Material at the Property or which could create any unsafe or hazardous condition resulting from or related to the Release of any Hazardous Material, and to the best of Obligors’ knowledge, no such use on any adjacent property has occurred at any time prior to the date hereof; (ii) there has been no Release at or from the Property or, to the best of Obligors’ knowledge, at or from any disposal or treatment facility which received Hazardous Materials generated by Obligors or at the Property; and (iii) no active, inactive or abandoned under-ground or above-ground storage tanks or similar containers, or any groundwater or monitoring wells of any kind, are or have been located at the Property. (b) Environmental Claims. No Environmental Claim has been asserted against Obligors or with respect to the Property. Obligors do not have knowledge of any threatened or pending Environmental Claim against Borrower or Obligors, the Property or any facility that may have received Hazardous Material generated by Borrower or at the Property. To the best of Obligors’ knowledge, no Environmental Claim has been filed against any adjacent property. (c) Compliance with Laws. During the period of Borrower’s ownership of its leasehold interest or operation of the Property, and, to the best of Obligors’ knowledge, during the period prior to Borrower’s ownership of its leasehold interest or operation of the Property, the past and present conditions, uses and activities at the Property have complied with all Environmental Requirements. Borrower holds and has held all licenses, permits and approvals required by any governmental authority under any Environmental Requirement in connection with the ownership or operation of the business at the Property and has timely prepared, submitted and made all filings, reports, plans and notifications required under any Environmental Requirement. Borrower has furnished to Initial Funding Lender a copy of all reports, permits, assessments, investigations, Vista Breeze Environmental Indemnification and Release Agreement 5 correspondence and other documents and information in Borrower’s possession which relate to environmental conditions at the Property and any other matters addressed by or relating to compliance with any Environmental Requirement. (d) Environmental Insurance. Borrower has never applied for and been denied environmental impairment liability insurance coverage relating to the Property. Borrower has furnished to Initial Funding Lender a copy of all such environmental insurance policies, and all applications (whether denied, accepted or pending), related to Borrower or the Property. At Initial Funding Lender’s request, Borrower shall cause Initial Funding Lender to be named as an additional insured on any such policy currently in effect. Section 3 Covenants and Agreements. (a) Compliance with Environmental Requirements. Borrower will not cause, commit, permit or allow to continue: (i) any non-compliance with any Environmental Requirement by Borrower, any tenant or any other Person, by or with respect to the Property or any use of or condition or activity at the Property; (ii) the generation, storage or use of any Hazardous Material at the Property, except for Hazardous Materials that are commonly legally used, stored or generated (and in such amounts commonly legally used, stored or generated) as a consequence of using the Property for its permitted business purposes, but only so long as the use, storage or generation of such Hazardous Materials is in full compliance with all Environmental Requirements; (iii) the treatment, disposal or unauthorized Release of any Hazardous Material at the Property in any manner; (iv) the installation of any above-ground or below-ground storage tanks or other containers containing Hazardous Materials at the Property; (v) any other activity which could create any unsafe or hazardous condition resulting from or related to Hazardous Materials at the Property; or (vi) the attachment of any environmental lien to the Property. Obligors acknowledge that Hazardous Materials may permanently and materially impair the value and use of the Property and shall perform all actions necessary to protect the fair market value of the Property from impairment as a result of Hazardous Materials. (b) Notice to Initial Funding Lender. If, at any time, Obligors become aware, or have reasonable cause to believe, that any Release or threatened Release of any Hazardous Material has occurred or will occur at the Property, or Obligors identify or otherwise become aware of any noncompliance or alleged non-compliance with any Environmental Requirement by Borrower or at the Property, any threatened or pending Environmental Claim related to the Property or any event or condition which could result in an Environmental Claim, Obligors shall notify Initial Funding Lender immediately in writing of such circumstance and shall include a full description of all relevant information. Obligors shall, upon receipt, promptly deliver to Initial Funding Lender a copy of any report, audit, summary or investigation, of any kind or character, whether prepared by or on behalf of Obligors or by any other Person, related to environmental conditions at the Property or the compliance status of the Property with respect to any Environmental Requirement. (c) Site Assessments and Information. If Initial Funding Lender shall ever have reason to believe that any Release or threatened Release of a Hazardous Material or any non-compliance with any Environmental Requirement has occurred with respect to the Property, or if any Vista Breeze Environmental Indemnification and Release Agreement 6 Environmental Claim is made or threatened with respect to the Property, or if an Event of Default (as defined in the Mortgage) occurs, or following the completion of any corrective action pursuant to Subsection (d) of Section 3, Obligors shall, within thirty (30) days of written request by Initial Funding Lender and at Obligors’ expense, provide to Initial Funding Lender an environmental site assessment and compliance audit of the Property which addresses such conditions. Such environmental site assessment and compliance audit shall be performed to the reasonable satisfaction of Initial Funding Lender, in accordance with good environmental engineering practices and by a consulting firm reasonably acceptable to Initial Funding Lender. Each report shall be addressed to Initial Funding Lender. A copy of each report and all supporting documents shall be promptly furnished to Initial Funding Lender. (d) Response to Releases, Non-Compliance and Environmental Claims. Obligors shall, in compliance with all Environmental Requirements, promptly undertake and complete any and all investigations, testing, or abatement, clean up, remediation, response or other corrective action necessary or recommended to: (i) remove, remediate, clean up or abate any Release or threatened Release of any Hazardous Material at or from the Property; (ii) correct any non- compliance with any Environmental Requirement by Obligors or at the Property; (iii) address any unsafe or hazardous condition at the Property resulting from or related to any Hazardous Material; or (iv) make an appropriate response to any threatened or pending Environmental Claim related to Obligors or the Property. Any report or other document prepared in response to any of these events shall be addressed to Initial Funding Lender. A copy of any such report or other document (and all supporting documents) shall be promptly furnished to Initial Funding Lender. If requested by Initial Funding Lender, Obligors shall provide to Initial Funding Lender, within thirty (30) days of Initial Funding Lender’s request, a bond, letter of credit or other financial assurance evidencing to Initial Funding Lender’s satisfaction that all necessary funds are readily available to pay the costs and expenses of the required actions and to discharge any liens established against the Property. (e) Initial Funding Lender’s Rights. Initial Funding Lender shall have the right, but not the obligation, without limitation of Initial Funding Lender’s rights under the other Construction Phase Project Loan Documents, and at Obligors’ sole risk and expense, to enter onto the Property and/or to take, or cause to be taken, such actions as Initial Funding Lender deems necessary or advisable to investigate, clean up, remediate or otherwise respond to, address or correct any of the issues addressed in this Agreement. Obligors shall reimburse Initial Funding Lender on demand for the costs of any such action. Initial Funding Lender agrees, however, that, except in the case of an emergency, Initial Funding Lender will take such action only after written notice to Obligors of the circumstances and the failure by Obligors, within a reasonable period of time following receipt of such notice, to commence or diligently pursue to completion the appropriate corrective action. Initial Funding Lender owes no duty of care to protect Obligors or any other Person against, or to inform Obligors or any other Person of, any Hazardous Material or other environmental condition affecting the Property. Section 4 Indemnification. (a) Indemnified Matters. Obligors hereby agree to protect, indemnify, defend, release and hold each Indemnified Party harmless from and against, and reimburse each Indemnified Party Vista Breeze Environmental Indemnification and Release Agreement 7 on demand for, any and all losses, costs, liabilities (including strict liabilities), claims (including Environmental Claims), damages, expenses (including reasonable attorneys’ fees incurred in connection with enforcing this provision), penalties or fines of any kind whatsoever paid, incurred or suffered by, or asserted against, any Indemnified Party by any Person in connection with, arising out of or resulting in any way whatsoever from: (i) the presence, Release or threatened Release of any Hazardous Material at or from the Property, on or before the Transition Date; or (ii) the breach of any representation, warranty, covenant or agreement contained in this Agreement because of any act, omission, event or condition existing or occurring on or before the Transition Date; or (iii) any violation or potential violation, on or before the Transition Date, of any Environmental Requirement in effect on or before the Transition Date, regardless of whether any act, omission, event or circumstance giving rise to the violation constituted a violation at the time of the occurrence or inception of such act, omission, event or circumstance; or (iv) any Environmental Claim related to any, act, omission, event or condition existing or occurring in connection with the use or occupancy of the Property at any time on or before the Transition Date; or (v) the filing or imposition of any environmental lien against the Property; and regardless of whether any matter set forth in the foregoing Subsections (i) through (v) was caused by Borrower, Obligors, a prior owner of the Property, or any other Person whatsoever. Such indemnity shall not apply, however, to a particular Indemnified Party to the extent that the subject of the indemnification is or was caused by or arises out of the sole or gross negligence or willful misconduct of that particular Indemnified Party. (b) Defense of Claims. Upon demand by an Indemnified Party, Obligors shall diligently defend any Environmental Claim which relates to the Property or is threatened or commenced against such Indemnified Party, all at Obligors’ own cost and expense and by counsel to be approved by Initial Funding Lender in the exercise of its reasonable judgment. In the alternative, Initial Funding Lender may elect, at any time and for any reason, to conduct its own defense through counsel selected by Initial Funding Lender and at the sole cost and expense of Obligors. Section 5 Release. Obligors hereby release and forever discharge, and covenant not to sue, each Indemnified Party from any and all claims, injuries, demands, costs, penalties, attorneys’ fees, costs of litigation and causes of action of any kind whatsoever, now or hereafter in existence, known or unknown, which Obligors may have against any Indemnified Party and which are related to events, omissions or circumstances arising from or related to the Property or matters addressed in this Agreement, Vista Breeze Environmental Indemnification and Release Agreement 8 including any actions taken pursuant to Subsection (e) of Section 3 or any events described in Subsection (a) of Section 4. The release set forth in this Section 5 shall not apply, however, to a particular Indemnified Party to the extent that the subject of the release is or was caused by or arises out of the sole or gross negligence or willful misconduct of that particular Indemnified Party. Section 6 Notices. All notices, requests, consents, demands and other communications required or which any party desires to give hereunder or under any other Construction Phase Project Loan Document shall be in writing and, unless otherwise specifically provided in such other Construction Phase Project Loan Document, shall be deemed sufficiently given or furnished if delivered by personal delivery, by nationally recognized overnight courier service or by certified United States mail, postage prepaid, addressed to the party to whom directed at the addresses specified at the end of this Agreement (unless changed by similar notice in writing given by the particular party whose address is to be changed) or by facsimile. Any such notice or communication shall be deemed to have been given either at the time of personal delivery or, in the case of courier or mail, as of the date of first attempted delivery at the address and in the manner provided herein, or, in the case of facsimile, upon receipt. Notwithstanding the foregoing, no notice of change of address shall be effective except upon actual receipt; provided that service of a notice or communication required by any applicable statute shall be considered complete when the requirements of that statute are met. This Section shall not be construed in any way to affect or impair any waiver of notice or demand provided in any Construction Phase Project Loan Document or to require giving of notice or demand to or upon any Person in any situation or for any reason. Section 7 Miscellaneous. (a) Consideration. Obligors acknowledge that Initial Funding Lender has relied and will rely on the representations, warranties, covenants and agreements herein in closing and funding the Funding Loan and that the execution and delivery of this Agreement is an essential condition but for which Initial Funding Lender would not close or fund the Funding Loan. (b) Survival. The representations, warranties, covenants and agreements in this Agreement shall be binding upon Obligors and their successors, assigns and legal representatives and shall inure to the benefit of Initial Funding Lender and its successors, assigns and legal representatives and participants in the Construction Phase Project Loan; and shall not terminate on the Transition Date or upon the release, foreclosure or other termination of the Mortgage, but will survive the Transition Date, the payment in full of the indebtedness secured by the Mortgage, foreclosure of the Mortgage or conveyance in lieu of foreclosure, the release or termination of the Mortgage and any or all of the other Construction Phase Project Loan Documents, any investigation by or on behalf of Initial Funding Lender, any bankruptcy or other debtor relief proceeding, or any other event whatsoever. Any amount to be paid under this Agreement by Obligors shall be a demand obligation owing by Obligors (which Obligors hereby promise to pay.) (c) Rights Cumulative. Initial Funding Lender’s rights under this Agreement shall be in addition to all rights of Initial Funding Lender under the other Construction Phase Project Loan Documents or at law or in equity, and payments by Obligors under this Agreement shall not reduce Vista Breeze Environmental Indemnification and Release Agreement 9 Borrower’s or Obligors’ obligations and liabilities under any of the other Construction Phase Project Loan Documents. The liability of Obligors or any other Person under this Agreement shall not be limited or impaired in any way by any provision in the other Construction Phase Project Loan Documents or applicable law limiting Obligors or such other Person’s liability or Initial Funding Lender’s recourse or rights to a deficiency judgment. The liability of such other Person, if applicable, under this Agreement shall not be limited or impaired in any way by any change, extension, release, inaccuracy, breach or failure to perform by any party under the Construction Phase Project Loan Documents, such other Person’s liability hereunder being direct and primary and not as a guarantor or surety. (d) Rights Under Environmental Requirements. Nothing in this Agreement or in any other Construction Phase Project Loan Document shall limit or impair any rights or remedies of Initial Funding Lender or any other Indemnified Party against Obligors or any other Person under any Environmental Requirement or otherwise at law or in equity, including any rights of contribution or indemnification. (e) No Waiver. No delay or omission by Initial Funding Lender to exercise any right under this Agreement shall impair any such right nor shall it be construed to be a waiver thereof. No waiver of any single breach or default under this Agreement shall be deemed a waiver of any other breach or default. Any waiver, consent or approval under this Agreement must be in writing to be effective. (f) Invalid Provisions. A determination that any provision of this Agreement is unenforceable or invalid shall not affect the enforceability or validity of any other provision and a determination that the application of any provision of this Agreement to any Person or circumstance is illegal or unenforceable shall not affect the enforceability or validity of such provision as it may apply to other Persons or circumstances. (g) Construction. Whenever in this Agreement the singular number is used, the same shall include plural where appropriate, and vice versa; and words of any gender in this Agreement shall include each other gender where appropriate. The headings in this Agreement are for convenience only and shall be disregarded in the interpretation hereof. The words “include” and “including” shall be interpreted as if followed by the words “without limitation.” (h) Applicable Law; Forum. This Agreement is performable in the State of Florida, and the laws of the State of Florida and applicable United States federal law shall govern the rights and duties of the parties hereto and the validity, enforcement and interpretation hereof. Obligors hereby irrevocably submit generally and unconditionally for themselves and in respect of their property to the jurisdiction of any state court or any United States federal court, sitting in the State of Florida and to the jurisdiction of any state court or any United States federal court, sitting in the state in which any of the Property is located, over any suit, action or proceeding arising out of or relating to this Agreement or the Loan. Obligors hereby irrevocably waive, to the fullest extent permitted by law, any objection that Obligors may now or hereafter have to the laying of venue in any such court and any claim that any such court is an inconvenient forum. Obligors hereby agree and consent that, in addition to any methods of service or process provided for under applicable law, all service of process in any such suit, action or proceeding in any state court or any United Vista Breeze Environmental Indemnification and Release Agreement 10 States federal court sitting in the state(s) specified above may be made by certified or registered mail, return receipt requested, directed to Obligors at the address for notice to Obligors stated below, or at a subsequent address of which Initial Funding Lender received actual notice from Obligors in accordance with the Construction Phase Project Loan Documents, and service so made shall be complete five (5) days after the same shall have been so mailed. Nothing herein shall affect the right of Initial Funding Lender to serve process in any manner permitted by law or limit the right of Initial Funding Lender to bring proceedings against Obligors in any other court or jurisdiction. (i) Counterparts; Modification. This Agreement has been executed in a number of identical counterparts, each of which shall be deemed an original for all purposes and all of which constitute, collectively, one agreement. This Agreement may be amended only by an instrument in writing intended for that purpose executed jointly by an authorized representative of each party hereto. Section 8 Entire Agreement. THE CONSTRUCTION PHASE PROJECT LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. Section 9 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 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; Vista Breeze Environmental Indemnification and Release Agreement 11 (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 EACH PARTY HERETO IS HEREBY AUTHORIZED TO FILE A COPY OF THIS SECTION IN ANY PROCEEDING OR ACTION AS CONCLUSIVE EVIDENCE OF THIS WAIVER OF JURY TRIAL; AND (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. [SIGNATURE PAGE TO FOLLOW] [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] Vista Breeze Environmental Indemnification and Release Agreement Ex A-1 EXHIBIT A (Description of Land) 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 Environmental Indemnification and Release Agreement Ex B-1 EXHIBIT B Specific Exceptions to Borrower’s and Obligors Representations and Warranties • Phase I Environmental Site Assessment (ESA) for 165-185 S. Shore Drive and 280-300 S. Shore Drive dated October 6, 2023, completed by Hydrologic Associates U.S.A. Inc.