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17. Collateral Assignment of Partnership Interests and Security Agreement (HACMB) - Vista Breeze Vista Breeze Collateral Assignment and Pledge of Partnership Interests and Security Agreement (AGP) 1 COLLATERAL ASSIGNMENT AND PLEDGE OF PARTNERSHIP INTERESTS AND SECURITY AGREEMENT (VISTA BREEZE HACMB, INC.) This COLLATERAL ASSIGNMENT AND PLEDGE OF PARTNERSHIP INTERESTS AND SECURITY AGREEMENT (this “Assignment”) made as of December 15, 2023, by VISTA BREEZE HACMB, INC., a Florida not for profit corporation (together with its successors and/or assigns, collectively, the “Assignor”) in favor of BANK OF AMERICA, N.A., a national banking association (together with its successors and/or assigns, the “Assignee”) with reference to following facts: A. VISTA BREEZE, LTD., a Florida limited partnership (the “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, 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 Assignee as “Servicer” under the Construction Phase Project Loan Documents. Vista Breeze Collateral Assignment and Pledge of Partnership Interests and Security Agreement (AGP) 2 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 Assignee in a principal amount up to Thirty-Two Million Five Hundred Thousand and No/100 Dollars ($32,500,000.00). Assignee 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 Assignee, 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 Assignee. 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 Assignee, 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 Assignee, 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. Assignor is the administrative general partner of Borrower. As part of the consideration for Assignee executing the Construction Disbursement Agreement dated as of the date hereof, by and between Borrower and Assignee (the “Construction Disbursement Agreement”), and as additional collateral for Borrower’s obligations under the Construction Disbursement Agreement and the other Construction Phase Project Loan Documents, Borrower has agreed to obtain and deliver to Assignee this Assignment; and D. Assignor desires to pledge its entire interest in Borrower in order to induce Assignee to execute the Construction Disbursement Agreement, and as additional security for Borrower’s obligations under the Construction Disbursement Agreement and the other Construction Phase Project Loan Documents. NOW, THEREFORE, in consideration of the promises herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Assignee and Assignor hereby agree as follows: 1. Capitalized terms and phrases used but not defined in this Assignment shall have the meaning ascribed to them in the Construction Disbursement Agreement. 2. As collateral security for Borrower’s obligations under the Construction Phase Project Loan Documents, Assignor absolutely, irrevocably and unconditionally hereby pledges and assigns and grants a first and superior security interest pursuant to the Uniform Commercial Vista Breeze Collateral Assignment and Pledge of Partnership Interests and Security Agreement (AGP) 3 Code in effect in the State of Florida (“UCC”), in and to all of its right, title and interest in Borrower, including, without limitation, its interest in (i) the income, distributions, dividends, payments, investments, interest, repayment of capital contributions, and all loans made by Assignor to any person or entity, proceeds and any other sums, payments, fees or amounts to which Assignor may be entitled under the Amended and Restated Agreement of Limited Partnership of Borrower dated as of the date hereof by and among the Assignor, APC Vista Breeze, LLC, a Florida limited liability company, as managing general partner, Assignee, as investor limited partner (the “Investor Limited Partner”), Banc of America CDC Special Holding Company, Inc., a North Carolina corporation, as special limited partner, and Howard D. Cohen Revocable Trust U/A/D 4/6/1993, as withdrawing limited partner, (as may be amended, consolidated or restated, collectively, the “Partnership Agreement”), and any other sums due to Assignor from or due to its interest in Borrower, in every case whether now existing or hereafter acquired, (ii) its partnership interests or other equity interests in Borrower, and all other property or assets pledged by Borrower to Assignor under the Partnership Agreement, if any, (iii) all rights and powers of Assignor to act on behalf of the Borrower and to direct its management and operations, including, without limitation, all rights to and on behalf of Borrower, in its capacity as a general partner of Borrower, and enforce the obligations of Borrower and its partners, (iv) all rights and powers of Assignor arising under the Partnership Agreement or pursuant to applicable law, including, without limitation, all rights of Assignor to vote on any matter specified in such Partnership Agreement or permitted by applicable law, all rights of Assignor to cause an assignee to be substituted as a general partner in Borrower, and any and all rights to approve or consent to same, all rights, remedies, powers, privileges, security interests, liens and claims of Assignor for damages arising out of or for breach of or default under the Partnership Agreement, all present or future claims of Assignor against Borrower, all rights of Assignor to access the books and records of Borrower and to other information concerning or affecting Borrower, all rights of Assignor to terminate or dissolve Borrower or wind up its affairs, and to compel performance of or exercise remedies against other parties under the Partnership Agreement, and all rights of Assignor to acquire the rights or interests of any other partner of Borrower, and (v) all proceeds (as defined in the UCC) of the conversion, voluntary or involuntary, of any of the foregoing into cash or other property, in any form whatsoever, including, without limitation, general intangibles, chattel paper, accounts, instruments, documents, money, goods (whether equipment or inventory), and consumer goods, each as defined in the UCC (collectively, the “Collateral”). 3. Upon and during the continuance of an Event of Default beyond the expiration of any applicable grace, notice and cure periods, any profits (but not losses), incomes, contributions, proceeds and any other sums, fees or amounts which Assignor receives or is entitled to from Borrower will be immediately delivered by Assignor or Borrower to Assignee as cash collateral to be held by Assignee in an interest bearing account for the purpose of securing the payment and performance by Borrower under the Construction Phase Project Loan Documents. Assignee shall release the cash and interest thereon and deliver the balance thereof remaining on deposit with it to Assignor upon the permitted cure of the Event of Default or the repayment in full of the Construction Phase Project Loan and any other sums due and owing under the Construction Phase Project Loan Documents to which Borrower is a party. 4. Upon the repayment of all of the outstanding principal, accrued interest and other amounts due from Borrower under the Construction Phase Project Loan Documents, the interests collaterally assigned to Assignee pursuant to Section 2 hereof shall be automatically reassigned by Vista Breeze Collateral Assignment and Pledge of Partnership Interests and Security Agreement (AGP) 4 Assignee to Assignor without, recourse, representation or warranty and the security instrument shall terminate and upon such full repayment Assignee shall prepare and deliver to Assignor a UCC-3 termination statement and any other instrument reasonably requested by the Assignor to evidence or acknowledge the termination of this Assignment, all at Assignor’s or Borrower’s sole cost and expense. 5. Except for any pledge or assignment in favor of the Investor Limited Partner pursuant to the Partnership Agreement, Assignor represents, covenants and warrants that it is the sole legal and beneficial owner of the Collateral and has not, and until the Construction Phase Project Loan has been fully satisfied and repaid, will not, enter into any assignment, mortgage, pledge or other instrument which transfers or encumbers all or any part of the Collateral without the prior written consent of Assignee, which may be withheld by Assignee in its sole and absolute discretion. 6. Except as expressly permitted in the Construction Phase Project Loan Documents, Assignor agrees not to amend or voluntarily permit the amendment of the Partnership Agreement without the written consent of Assignee which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, the Partnership Agreement may be amended solely to effect transfers agreed to in the Construction Phase Project Loan Documents without Assignee’s consent. 7. Assignor covenants and agrees not to voluntarily withdraw as a partner of the Borrower without the prior written consent of Assignee which consent shall not be unreasonably withheld, conditioned or delayed. 8. The covenants provided for in this Assignment shall be binding upon the successors and/or assigns of Assignor, and shall inure to the benefit of Assignee, its successors and/or assigns. 9. This Assignment shall be governed by the laws of the State of Florida. 10. Neither this Assignment nor any provision hereof may be amended, modified, waived, discharged or terminated orally, but only by an instrument in writing duly signed by or on behalf of Assignor or Assignee. 11. Assignor represents and warrants that (i) it owns 100% of its interest in Borrower and that Assignor is a general partner of Borrower, and (ii) its partnership interest in Borrower is not evidenced by certificates, and no such certificates or other physical evidence of such partnership interests have been or will be issued. 12. In accordance with the laws of the State of Florida and as part of the consideration for making the Funding Loan and servicing the Construction Phase Project Loan, Assignor and Assignee consent to the exclusive jurisdiction of any local, state or federal court located within the State of Florida with respect to any action, grant or proceeding relating to or arising out of this Assignment and further consent that all service of process may be made by certified mail, return receipt requested, to his or its address set forth below and service so made shall be deemed completed three (3) Business Days after the same shall have been mailed. Vista Breeze Collateral Assignment and Pledge of Partnership Interests and Security Agreement (AGP) 5 13. Assignor covenants and agrees to execute such reasonable additional documents and to take such further actions as may be reasonably required to carry out the provisions and intent of this Assignment including, without limitation, executing a financing statement or statements and continuations thereof to the extent required by applicable law. Assignor hereby authorizes Assignee to file UCC financing statements (including so-called “all asset filings” as described in Section 9-504(2) of the UCC) in order to perfect the security interest granted hereunder in the Collateral without additional authorization from Assignor. In addition, Assignor grants to Assignee a power of attorney coupled with an interest to effectuate the terms of the foregoing sentence and to file all continuations, renewals or amended financing statements without additional authorization from Assignor. 14. It shall be an “Event of Default” under this Assignment if any one or more of the following shall occur: (i) any “Event of Default” shall occur under (and as defined in) any one or more of the Construction Phase Project Loan Documents, taking into account all notice and cure periods, (ii) Assignee’s security interest in the Collateral is impaired in any material respect, (iii) any representation or warranty of Assignor in this Assignment is incorrect or misleading in any material respect when made, or (iv) any other default under this Assignment remains uncured by Assignor for a period of thirty (30) days after notice from Assignee of such default. Upon and during the continuance of an Event of Default beyond the expiration of any applicable grace, notice and cure periods, Assignee shall have: (a) the right to sell the Collateral in the state of Florida at one or more public or private sales at such price and on such terms as Assignee in its discretion accepts, for cash, upon or for future delivery. Upon any such sale Assignee shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral. Such purchaser at any such sale shall hold the Collateral sold absolutely free from any claim or right on the part of Assignor, and Assignor hereby waives (to the extent permitted by law) all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. Assignee shall give Assignor thirty (30) days’ written notice by certified mail, postage prepaid, return receipt requested (which Assignor acknowledges is reasonable and sufficient), of Assignee’s intention to make any such public or private sale. Such notice, in the case of public sale, shall state the time and place fixed for such sale. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places in the state of Florida as Assignee may fix in the notice of such sale. Assignee shall not be obligated to make any sale of the Collateral if it shall determine not to do so, regardless of the fact that notice of such sale of the Collateral may have been given. Assignee may, upon five (5) days’ written notice, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place within the state of Florida to which the same was so adjourned. In case sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by Assignee until the sale price is paid by the purchaser or purchasers thereof, but Assignee shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold, and, in case of any such failure, such Collateral may be sold again upon like notice. As an alternative to exercising the power of sale herein conferred upon it, Assignee may proceed by a suit or suits at law or in equity to foreclose this Assignment and to sell the Collateral, or any portion thereof, pursuant to a judgment or decree of a court of competent jurisdiction; Vista Breeze Collateral Assignment and Pledge of Partnership Interests and Security Agreement (AGP) 6 (b) the right to appoint a receiver to operate Borrower, if the Investor Limited Partner fails to exercise its rights and/or remedies or cure any defaults under the Partnership Agreement; (c) such other rights with respect to the Collateral as shall be afforded to secured parties by the UCC including, but not limited to, the right to setoff against Borrower; and/or (d) to apply any proceeds of any disposition of the Collateral to the payment of expenses of Assignee in connection with the exercise of its rights or remedies, including reasonable fees and expenses of attorneys, and any balance of such proceeds shall be applied first by Assignee to the satisfaction of Borrower’s obligations under the Construction Phase Project Loan Documents and any balance shall be paid to Assignor or to such other party as shall be entitled thereto pursuant to law. 15. Assignor hereby waives any right to require that Assignee proceed against any real or personal property or any guaranty given as security for the Construction Phase Project Loan, whether or not existing or hereafter given, before exercising its rights and remedies with respect to the Collateral. 16. For so long as no Event of Default has occurred and is continuing beyond the expiration or any applicable grace, notice and cure periods under the Construction Phase Project Loan Documents, Assignor may, in accordance with the provisions of the Construction Phase Project Loan Documents, exercise all of its rights with respect to Collateral, including without limitation, its right as a general partner of the Borrower. 17. No remedy herein conferred upon or reserved to Assignee is intended to be exclusive of any other remedy, and such remedies shall be cumulative and shall be in addition to every other remedy given hereunder. No delay or omission of Assignee in exercising any right or power shall be construed to be a waiver of any default or any acquiescence therein, and every power and remedy given by the Assignment to Assignee may be exercised from time to time as often as may be deemed expedient by Assignee. In addition to all other remedies provided in this Assignment, Assignee shall be entitled, to the extent permitted by applicable law, to injunctive relief in case of the violation, or attempted or threatened violation, of any of the provisions of this Assignment and to a decree compelling performance of any of the provisions of this Assignment. 18. Assignee shall not be obligated to perform or discharge, nor does it hereby undertake to perform or discharge any obligation, duty or liability with respect to the Collateral and Assignor shall and does hereby agree to indemnify Assignee for and to hold Assignee harmless of and from any and all liability, loss or damage which it may or might incur under the Collateral or under or by reason of this Assignment or the exercise of any remedy with respect to the Collateral and of and from any and all claims and demands whatsoever which may be asserted against it by reason of any obligations or undertaking on its part to perform or discharge any of the terms, covenants or agreements contained therein or by reason of this Assignment, in each case to the extent arising prior to Assignee foreclosing upon or taking an assignment in lieu of foreclosure of the Collateral. Should Assignee incur any such liability, loss or damage under or by reason of the assignment thereof or in the defense or any such claims or demands, the amount thereof Vista Breeze Collateral Assignment and Pledge of Partnership Interests and Security Agreement (AGP) 7 including costs, expenses and reasonable attorney’s fees shall be secured hereby and Assignor shall reimburse Assignee therefor promptly upon demand. 19. This Assignment may be executed in counterparts, each of which, when taken together, shall be construed as one and the same instrument. 20. Intentionally Deleted. 21. Assignor hereby irrevocably and unconditionally waives any and all right to trial by jury in any action, suit or counterclaim arising with, out of or otherwise relating to this Assignment. 22. All notices, demands and other communications provided for herein shall be deemed received upon personal delivery or delivery by national overnight delivery service (e.g. FedEx) to Assignor or Assignee at the following addresses: If to Assignor: Vista Breeze HACMB, Inc. c/o Housing Authority of the City of Miami Beach 200 Alton Road Miami Beach, Florida 33139 Attention: Miguell Del Campillo, Executive Director with copies to: Fox Rothschild LLP 500 Grant Street, Suite 2500 Pittsburgh, Pennsylvania 15219 Attention: Michael H. Syme, Esq. and Atlantic | Pacific Communities 161 NW 6th Street, Suite 1020 Miami, Florida 33136 Attention: Kenneth Naylor and Klein Hornig LLP 1325 G Street NW, Suite 770 Washington, D.C. 20005 Attention: Chris Hornig and Vista Breeze Collateral Assignment and Pledge of Partnership Interests and Security Agreement (AGP) 8 Bank of America, N.A. MA5-100-04-11 100 Federal Street Boston, MA 02110 Attention: Tax Credit Asset Management – Vista Breeze and Holland & Knight LLP 10 St. James Avenue Boston, MA 02116 Attention: Sara C. Heskett, Esq. If to Assignee: Bank of America, N.A. 401 E. Las Olas Blvd. Fort Lauderdale, Florida 33301 Mail Stop: FL6-812-18-02 Attention: Binyamin Rosenbaum with copies to: Bank of America, N.A. 101 East Kennedy Blvd., 6th Floor P.O. Box 31590 Tampa, FL 33602 Mail Stop: FL1-400-06-13 Attention: CREB Loan Administration and Holland & Knight LLP 31 West 52nd Street New York, NY 10019 Attention: Kathleen M. Furey, Esq. 23. As used herein, the phrases “reasonable attorneys’ fees,” “attorneys’ fees” or words of similar import shall refer to the fees charged to Assignee by its outside legal counsel and such counsel’s costs and expenses in connection with the applicable matters without regard to O.C.G.A.§ 13-1-11 or any other statutory presumptions. 24. A determination that any provision of this Assignment is unenforceable or invalid shall not affect the enforceability or validity of any other provision and the determination that the application of any provision of this Assignment 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. [SIGNATURE PAGE TO FOLLOW]