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13. Assignment of Management Agreement - Vista Breeze #231161908_v4 ASSIGNMENT OF MANAGEMENT AGREEMENT AND SUBORDINATION OF MANAGEMENT AGREEMENT AND FEES This ASSIGNMENT OF MANAGEMENT AGREEMENT AND SUBORDINATION OF MANAGEMENT AGREEMENT AND FEES (this “Assignment”) is made as of as of December 15, 2023, by VISTA BREEZE, LTD., a Florida limited partnership (the “Borrower”), having its principal place of business at c/o Atlantic | Pacific Communities, 161 NW 6th Street, Suite 1020, Miami, Florida 33136, in favor of BANK OF AMERICA, N.A., a national banking association (together with its successors and assigns, the “Initial Funding Lender”), having an address at 401 E. Las Olas Boulevard, Fort Lauderdale, Florida 33301, Attention: Loan Administration Manager, and is consented and agreed to by ATLANTIC PACIFIC COMMUNITY MANAGEMENT, LLC, a Delaware limited liability company (the “Manager”), having its principal place of business at c/o Atlantic | Pacific Communities, 161 NW 6th Street, Suite 1020, Miami, Florida 33136. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Construction Disbursement Agreement (as defined below). 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 “Security Instrument”) 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 described in the Security Instrument (the “Property”). All agreements, instruments and documents which evidence, secure, guaranty or otherwise govern the Construction Phase Project Loan, including, Vista Breeze Assignment of Management Agreement 2 without limitation, the Construction Phase Project Loan Agreement, the Construction Phase Project Loan Note and the Security Instrument, 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 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 dated as of December 1, 2023 (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 (“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 Security Instrument. The Project Loan Assignment has been or will be recorded among the Public Records of Miami-Dade County, Florida. C. Pursuant to the terms and conditions of that certain Property Management Agreement, dated as of December 7, 2023 between Borrower and Manager (the “Management Agreement”), Borrower engaged Manager exclusively to rent, lease, operate and manage the Property. Borrower employs Manager exclusively to rent, lease, operate, and manage the Property and Manager is entitled to certain management fees thereunder (collectively, the “Management Fees”). D. Initial Funding Lender has required as a condition to making the Funding Loan and Governmental Lender has required as a condition to making the Construction Phase Project Loan, that Borrower collaterally assign all of Borrower’s rights, title and interest in, to and under the Management Agreement to Initial Funding Lender, as collateral for the Construction Phase Project Loan Obligations and that Borrower and Manager agree to the terms and conditions set forth in this Assignment. This Assignment is one of the Construction Phase Project Loan Documents. Vista Breeze Assignment of Management Agreement 3 E. Capitalized terms used in this Assignment and not expressly otherwise defined herein shall have the meanings set forth for those terms in the Construction Phase Project Loan Agreement and/or the Funding Loan Agreement, as applicable. AGREEMENT For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto covenant and agree as follows: 1. Assignment of Management Agreement; No Liability to Initial Funding Lender. As additional collateral security for the Loan, Borrower hereby transfers, sets over and assigns to Initial Funding Lender all of Borrower’s right, title, interest and benefits in and to the Management Agreement, said transfer and assignment to automatically become an absolute, unconditional assignment, at Initial Funding Lender’s option, upon the occurrence of an Event of Default under the Construction Phase Project Loan Note, the Construction Disbursement Agreement dated as of the date hereof by and between Borrower and Initial Funding Lender (the “Construction Disbursement Agreement”), the Security Instrument or any of the other Construction Phase Project Loan Documents, including but not limited to escrow agreements, and the failure of Borrower to cure such Event of Default within any applicable grace or cure period specified in the Construction Phase Project Loan Documents. Initial Funding Lender shall not be deemed by virtue of this Assignment to have assumed any of the obligations of Borrower under the Management Agreement, each of which Borrower hereby covenants and agrees with Initial Funding Lender to perform and observe as if this Assignment had not been made, and Initial Funding Lender shall not be under any liability of any kind to Manager under, pursuant to, or in respect of the Management Agreement or by reason of any services furnished by Manager to or for the account or benefit of Borrower. Without limiting the foregoing, this Assignment shall not be deemed or construed to release or affect in any way the obligations of Borrower to Manager pursuant to the Management Agreement. Other than as further provided in Section 5 herein, Initial Funding Lender agrees not to exercise any rights under this Assignment except upon the occurrence of an Event of Default and the failure of Borrower to cure such Event of Default within any applicable grace or cure period specified in the Construction Phase Project Loan Documents. Manager may rely conclusively upon any written notice given by Initial Funding Lender to Manager of the occurrence of such an Event of Default. Upon and after the giving of such notice, and until further written notice from Initial Funding Lender to Manager, Initial Funding Lender may (but shall not be obligated to) exercise all rights, remedies, powers, privileges and discretions granted to Initial Funding Lender pursuant to this Assignment, including, without limitation, those afforded to Borrower pursuant to the terms and conditions of the Management Agreement, all of which are hereby assigned to Initial Funding Lender. Any actions or proceedings to enforce this Assignment may be taken by Initial Funding Lender either Initial Funding Lender’s name or, after the occurrence of an Event of Default, in the name of Borrower, as Initial Funding Lender may deem necessary in its sole and exclusive determination from time to time. 2. Covenants of Borrower and Manager. Borrower and Manager hereby covenant with Initial Funding Lender that during the term of this Assignment: (a) neither Borrower nor Manager shall transfer the responsibility for the management of the Property to any other Person without prior written notification to Initial Funding Lender and the prior written consent of Initial Funding Lender, which consent may be withheld by Initial Funding Lender in Initial Funding Vista Breeze Assignment of Management Agreement 4 Lender’s sole discretion; (b) neither Borrower nor Manager (subject to the provisions of Sections 8, 9 and 10 herein) shall terminate or amend any of the terms or provisions of the Management Agreement without the prior written consent of Initial Funding Lender, which consent may be withheld by Initial Funding Lender in Initial Funding Lender’s sole discretion; and (c) Borrower or Manager, as the case may be, shall, in the manner provided for in this Assignment, give simultaneous written notice to Initial Funding Lender of any notice or information that Borrower or Manager, as the case may be, receives which indicates that the other party: (x) is in default of the terms and conditions of the Management Agreement, and/or (y) is terminating the Management Agreement or that Manager is otherwise discontinuing its management of the Property. 3. Termination. At such time as the Construction Phase Project Loan is indefeasibly paid in full and the Security Instrument is released or assigned of record, this Assignment and all of Initial Funding Lender’s right, title and interest hereunder with respect to the Management Agreement shall terminate. 4. Estoppel. Borrower and Manager hereby represent and warrant each to itself that: (a) the Management Agreement is in full force and effect and has not been modified, amended or assigned other than pursuant to this Assignment; (b) neither Manager nor Borrower is in default under any of the terms, covenants or provisions of the Management Agreement and Manager knows of no event which, but for the passage of time or the giving of notice or both, would constitute a default or event of default (however defined or described) under the Management Agreement; (c) neither Manager nor Borrower has commenced any action or given or received any notice for the purpose of terminating the Management Agreement; and (d) the Management Fees and all other sums due and payable to Manager under the Management Agreement as of the date hereof have been paid in full. 5. Agreement by Borrower and Manager; Initial Funding Lender’s Right to Replace Manager. Borrower and Manager hereby agree as follows: (a) if: (i) Manager shall become insolvent or a debtor in a bankruptcy proceeding; (ii) an Event of Default has occurred and is continuing; or (iii) a default or event of default (however defined or described) has occurred and is continuing under the Management Agreement beyond any applicable notice and cure period, then in any such event, at the option of Initial Funding Lender, upon notice to Borrower and Manager, Initial Funding Lender may exercise its rights under this Assignment and may terminate the Management Agreement (without payment of any termination fees or fees, penalties, liquidated damages, fines, assessments or payments of any other nature due to such termination) and require Manager to transfer its responsibility for the management of the Property to an independent third party management company approved by Initial Funding Lender on terms and conditions satisfactory to Initial Funding Lender in its sole discretion, effective as of the date set forth in Initial Funding Lender’s notice to Manager. (b) in addition to, and not in limitation of, the foregoing, in the event that Initial Funding Lender determines that the Property is not being managed in accordance with generally accepted management practices for properties of similar type and class that are in the same vicinity as the Property, Initial Funding Lender, at its option, may deliver written notice thereof to Borrower and Manager, which notice shall specify with particularity the grounds for Initial Funding Lender’s determination. If Initial Funding Lender reasonably determines that the Vista Breeze Assignment of Management Agreement 5 conditions specified in Initial Funding Lender’s notice are not remedied to Initial Funding Lender’s satisfaction by Borrower within thirty (30) days from receipt of such notice or that Borrower has failed to diligently undertake correcting such conditions within such thirty (30) day period. Borrower shall, at Initial Funding Lender’s direction, terminate the Management Agreement (without payment of any termination fees or fees, penalties, liquidated damages, fines, assessments or payments of any other nature due to such termination) and require Manager to transfer its responsibility for the management of the Property to an independent third party management company approved by Initial Funding Lender on terms and conditions satisfactory to Initial Funding Lender in its sole discretion, effective as of the date set forth in Initial Funding Lender’s notice directing the termination of the Management Agreement. (c) Following any such termination of the Management Agreement under either Section 5(a) or (b) above: (i) Manager shall apply all “Rents” (hereafter, as defined in the Security Instrument), security deposits, issues, proceeds and profits of the Property in accordance with Initial Funding Lender’s written directions, and (ii) Borrower shall cause any such replacement manager: (x) to enter into a property management agreement on terms and conditions satisfactory to Initial Funding Lender in its sole discretion, and (y) to enter into a replacement assignment of management agreement substantially similar to this Assignment. 6. Subordination of Management Fees and Management Agreement. Manager expressly acknowledges and agrees that: (a) Manager’s rights to payment of the Management Fees and all other amounts under the Management Agreement, and all other rights, remedies, powers, privileges and discretions of Manager as set forth in the Management Agreement, are and shall at all times be subject and unconditionally subordinate to the prior indefeasible payment and satisfaction in full of the Obligations of Borrower to Initial Funding Lender under the Construction Phase Project Loan Documents, and (b) without limiting the foregoing, the Management Agreement and any and all liens, rights and interests (whether choate or inchoate and including, without limitation, all mechanics’ and materialmen’s liens under applicable Law) owed, claimed or held, by Manager in and to the Property, are and shall at all times be in all respects unconditionally subordinate and inferior to the liens and security interests created or to be created for the benefit of Initial Funding Lender, and securing the repayment of the Construction Phase Project Loan Note and the other Obligations under the Construction Phase Project Loan Documents and to any renewals, extensions, modifications, assignments, replacements, or consolidations thereof and the rights, privileges, and powers of Initial Funding Lender thereunder, including, without limitation, those created under the Security Instrument covering, among other things, the Property, and filed or to be filed of record in the public records maintained for the recording of mortgages in the jurisdiction where the Property is located. 7. No Recordation. Without limiting the provisions of Section 6 herein, Borrower and Manager hereby covenant and agree that: (a) neither Borrower nor Manager shall file of record (or suffer or permit to occur the filing of record of) (x) the Management Agreement or (y) any memorandum or other notice respecting the Management Agreement in the public records or other applicable filing or recording office in the jurisdiction where the Property is located, and (b) to the extent that any such filing or recordation is made in violation of Section 7(a) herein, each of Borrower and Manager shall: (i) cause such filing or recordation to be immediately released or discharged of record, and (ii) jointly and severally indemnify Initial Funding Lender against, and Vista Breeze Assignment of Management Agreement 6 hold Initial Funding Lender harmless from, any and all loss or damage (including, but not limited to, all costs and expenses) suffered or incurred by Initial Funding Lender in connection therewith. 8. Manager’s Receipt of Management Fees. Borrower and Manager hereby agree that Manager shall not be entitled to receive any fee, commission or other amount payable to Manager (as Management Fees or otherwise) under the Management Agreement for and during any period of time that any amount due and owing Initial Funding Lender under the Construction Phase Project Loan Documents is not paid when due; provided, however, that Manager shall not be obligated to return or refund to Initial Funding Lender any Management Fees or other fee, commission or other amount already received by Manager prior to the occurrence of an Event of Default and to which Manager was entitled under the Management Agreement and this Assignment. Without limiting the foregoing, upon written notice from Initial Funding Lender to Manager of the occurrence of an Event of Default, all payments of Management Fees and other amounts to be made to Manager under the Management Agreement shall cease unless and until such Event of Default is cured and Manager receives written notice from Initial Funding Lender that Manager may resume receiving such payments. 9. Consent and Agreement by Manager. Manager hereby acknowledges and consents to this Assignment and the terms and provisions contained herein. Manager agrees that it shall act at all times in conformity with the provisions of this Assignment and Initial Funding Lender’s rights hereunder or otherwise related to the Management Agreement. In the event that the responsibility for the management of the Property is transferred from Manager in accordance with the provisions hereof, Manager shall, and hereby agrees to, fully cooperate in transferring its responsibility to a replacement management company approved by Initial Funding Lender on terms and conditions satisfactory to Initial Funding Lender and effectuate such transfer no later than thirty (30) days from the date the Management Agreement is terminated. Further, Manager hereby agrees: (a) not to contest or impede the exercise by Initial Funding Lender of any right it has under or in connection with this Assignment, and (b) that it shall, in the manner provided for in this Assignment, give at least thirty (30) days’ prior written notice to Initial Funding Lender of its intention to terminate the Management Agreement or otherwise discontinue its management of the Property (subject to the provisions of Section 10 herein). 10. Performance by Manager. Manager hereby agrees to promptly, punctually and faithfully perform the responsibilities of Manager in accordance with the Management Agreement. Notwithstanding the terms and provisions of the Management Agreement, in the event Borrower defaults thereunder Manager shall be obligated to continue to fully meet its obligations under, and shall not effect any termination of, the Management Agreement until the expiration of any applicable notice and cure periods under the Management Agreement in accordance with the terms of the Management Agreement (subject to the following provisions of this Section concerning certain specified payments to be made to Manager). Initial Funding Lender shall have the right and opportunity (but not the obligation) to cure any such default, and Manager further agrees that it will accept any such performance by Initial Funding Lender or its designee which cures such default. So long as Initial Funding Lender or its designee commences to cure or causes to be cured any such default and the elimination of any such default is carried on with due diligence, Manager will continue to fully meet its obligations under the Management Agreement to the end that there shall be no interruption of the work called for thereby (subject to the following provisions of this Section concerning certain specified payments to be made to Manager). Notwithstanding that Vista Breeze Assignment of Management Agreement 7 Borrower may then be in default under the Management Agreement, that Manager may be due certain sums thereunder for services rendered, or that Manager may have a right to terminate the Management Agreement, at Initial Funding Lender’s election, upon the written request of Initial Funding Lender to Manager, Manager shall continue to fully meet its obligations under the Management Agreement for a period of at least sixty (60) days subject to the payment by Initial Funding Lender or its designee to Manager of the amounts due under the Management Agreement for services rendered after such election by Initial Funding Lender and during such period. Regardless of any such election by Initial Funding Lender, and any assumption by Initial Funding Lender of Borrower’s obligation to make any such payments, Manager expressly acknowledges and agrees that in no event shall Initial Funding Lender be under any liability to Manager by reason of any services rendered by Manager to or for the account or benefit of Borrower prior to the date of such election by Initial Funding Lender. Nothing herein shall be deemed or construed to modify, amend, limit, waive or suspend Borrower’s continued obligations to Manager for the timely payment of all Management Fees and other amounts due and payable to Manager under the Management Agreement. 11. Further Assurances. Manager hereby agrees to: (a) execute such affidavits and certificates as Initial Funding Lender shall reasonably require to further evidence the agreements herein contained; (b) on request from Initial Funding Lender, furnish Initial Funding Lender with copies of such information as Borrower is entitled to receive under the Management Agreement; and (c) cooperate fully with Initial Funding Lender’s representative in any inspection of all or any portion of the Property. Manager hereby further acknowledges and agrees that: (i) some, or all, permits, licenses and authorizations necessary for the use, operation and maintenance of the Property (collectively, the “Permits”) may be held by, or on behalf of, Manager; (ii) Manager is holding or providing all such Permits for the benefit of Borrower; and (iii) as additional collateral security for the repayment of the Obligations by Borrower in accordance with the Construction Phase Project Loan Documents, to the extent permitted by applicable Law, Manager hereby: (x) grants to Initial Funding Lender a security interest in and to the Permits, and (y) agrees that, upon an Event of Default, at Initial Funding Lender’s request it will assign the Permits to Initial Funding Lender if such Permits are assignable or otherwise continue to hold such Permits for the benefit of Initial Funding Lender until such time as Initial Funding Lender can obtain such Permits in its own name or the name of a nominee. 12. Assignment of Proceeds. Manager acknowledges that, as additional collateral security for the Obligations of Borrower to Initial Funding Lender: Borrower has executed and delivered to Initial Funding Lender certain Construction Phase Project Loan Documents, assigning to Initial Funding Lender, among other things, all of Borrower’s right, title and interest in and to all of the revenues of the Property. 13. Manager Not Entitled to Rents. Manager acknowledges and agrees that it is collecting and processing the Rents solely as the agent for Borrower and Manager has no right to, or title in, the Rents. Notwithstanding anything to the contrary in the Management Agreement, Manager acknowledges and agrees that the Rents are the sole property of Borrower, encumbered by the lien of the Security Instrument and the other Construction Phase Project Loan Documents in favor of Initial Funding Lender. In any bankruptcy, insolvency or similar proceeding, Manager (including any trustee acting on Vista Breeze Assignment of Management Agreement 8 behalf of Manager) hereby waives any claim to the Rents other than as such Rents may be used to pay the fees and compensation of Manager pursuant to the terms and conditions of the Management Agreement and this Assignment. Except for amounts received by Manager in accordance with Section 8 hereunder, any and all Rents and other amounts which are collected, enforced or received by Manager shall be held by Manager as trustee for Initial Funding Lender on account of the Obligations of Borrower to Initial Funding Lender under the Construction Phase Project Loan Documents. 14. Governing Law. This Assignment shall be governed, construed, applied and enforced in accordance with the Laws of the state where the Property is located and applicable Laws of the United States of America. 15. Notices. All notices or other communications required or permitted hereunder shall be in writing and shall be given and shall become effective in accordance with the provisions of Section 6.5 of the Construction Disbursement Agreement. Any notice or other communication to Manager shall be addressed as follows (or at such other address and person as shall be designated by Manager from time to time): Atlantic Pacific Community Management, LLC c/o Atlantic | Pacific Communities 161 NW 6th Street, Suite 1020 Miami, Florida 33136 Attention: Kenneth Naylor 16. Binding on Successors; Liability. If Borrower consists of more than one Person, the obligations and liabilities of each such Person hereunder shall be joint and several. This Assignment shall be binding upon and inure to the benefit of Borrower and Initial Funding Lender and their respective successors and assigns forever. The rights of Initial Funding Lender hereunder may be fully exercised by Initial Funding Lender’s designees, successors or assigns. Further upon the assignment by Initial Funding Lender of its rights hereunder, Initial Funding Lender shall be automatically released from any liability of any nature whatsoever hereunder or under the Management Agreement. 17. Manager Not Third Party Beneficiary under Construction Phase Project Loan Documents. Nothing herein shall be deemed or construed to afford any rights or benefits to Manager under or with respect to the Construction Disbursement Agreement or any other Construction Phase Project Loan Documents, and in no event shall Manager be deemed or construed to be a third party beneficiary thereunder. 18. Inapplicable Provisions. If any term, covenant or condition of this Assignment is held to be invalid, illegal or unenforceable in any respect, this Assignment shall be construed without such provision. 19. Headings, etc. The headings and captions of various paragraphs of this Assignment are for convenience of reference only and are not to be construed as defining or limiting, in any way, the scope or intent of the provisions hereof. Vista Breeze Assignment of Management Agreement 9 20. Duplicate Originals; Counterparts. This Assignment may be executed in any number of duplicate originals and each duplicate original shall be deemed to be an original. This Assignment may be executed in several counterparts, each of which counterparts shall be deemed an original instrument and all of which together shall constitute a single agreement. The failure of any party hereto to execute this Assignment, or any counterpart hereof, shall not relieve the other signatories from their obligations hereunder. 21. Number and Gender. Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural and vice versa. 22. Miscellaneous. (a) Wherever pursuant to this Assignment: (i) Initial Funding Lender exercises any right given to it to approve or disapprove; (ii) any arrangement or term is to be satisfactory to Initial Funding Lender; or (iii) any other decision or determination is to be made by Initial Funding Lender, the decision of Initial Funding Lender to approve or disapprove, all decisions that arrangements or terms are satisfactory or not satisfactory and all other decisions and determinations made by Initial Funding Lender, shall be in the sole and exclusive discretion of Initial Funding Lender and shall be final and conclusive, except as may be otherwise expressly and specifically provided herein. (b) Wherever pursuant to this Assignment it is provided that Borrower shall pay any costs and expenses, such costs and expenses shall include, but not be limited to, reasonable legal fees and disbursements of Initial Funding Lender incurred by firms retained by Initial Funding Lender. 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 ASSIGNMENT AND/OR THE MANAGEMENT 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 THIS ASSIGNMENT; (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 ASSIGNMENT OR ANY OTHER AGREEMENT, AND FURTHER AGREES THAT SUCH PARTY SHALL NOT SEEK TO CONSOLIDATE ANY SUCH PROCEEDING OR ACTION WITH ANY OTHER Vista Breeze Assignment of Management Agreement 10 PROCEEDING OR ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED; (e) AGREES THAT EACH OF BORROWER, MANAGER, AND INITIAL FUNDING LENDER 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 ASSIGNMENT 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. 24. USA Patriot Act Notice. Initial Funding Lender is subject to the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”) and the regulations implemented by the U.S. Treasury’s Financial Crimes Enforcement Network (“FinCen”) under the Bank Secrecy Act (“Additional KYC Regulations”) and Initial Funding Lender hereby notifies Borrower and Manager that pursuant to the requirements of the Patriot Act and the Additional KYC Regulations, it is required to obtain, verify and record information that identifies Borrower (and as may be applicable, Manager). Such information includes, but is not limited to, the name and address of Borrower (and as may be applicable, Manager) and a list of individuals, if any, who own directly or indirectly at least twenty-five percent (25%) of Borrower (and as may be applicable, Manager) (or such lesser equity interest as may be required by applicable Law or the internal policy of Initial Funding Lender)), the identification of one individual who manages and controls Borrower (and as may be applicable, Manager), organizational information on the ultimate parent of Borrower (and as may be applicable, Manager), and such other documentation and information that will allow Initial Funding Lender to identify Borrower (and as may be applicable, Manager) in accordance with the Patriot Act and Additional KYC Regulations. Borrower and Manager shall, promptly following a request by Initial Funding Lender, provide all documentation and other information that Initial Funding Lender requests in order to comply with its internal policy and its ongoing obligation under “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Additional KYC Regulations. 25. No Oral Change. This Assignment, and any provisions hereof, may not be modified, amended, waived, extended, changed, discharged or terminated orally or by any act or failure to act on the part of Borrower or Initial Funding Lender, but only by an agreement in writing signed by the party against whom enforcement of any modification, amendment, waiver, extension, change, discharge or termination is sought. [SIGNATURE PAGE TO FOLLOW] [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] Vista Breeze Assignment of Management Agreement Ex A-1 EXHIBIT A MANAGEMENT AGREEMENT [See Attached]