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19. Assignment of Contracts - Vista Breeze #231179560_v4 ASSIGNMENT OF CONTRACTS This ASSIGNMENT OF CONTRACTS (the “Assignment”), dated as of December 15, 2023, is made by VISTA BREEZE, LTD., a Florida limited partnership (the “Borrower”), in favor of BANK OF AMERICA, N.A., a national banking association (the “Initial Funding Lender”), in connection with a loan in the original principal amount not to exceed Thirty-Two Million Five Hundred Thousand and No/100 Dollars ($32,500,000.00) (the “Project Loan”), more particularly described in that certain Construction Disbursement Agreement (the “Construction Disbursement Agreement”) of even date herewith between Borrower and Initial Funding Lender. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Construction Disbursement Agreement. 1. Assignment and Pledge. As security for the payment in full of the indebtedness and performance in full of all obligations of Borrower to Initial Funding Lender under the Construction Disbursement Agreement and the other documents and instruments executed by Borrower in connection therewith, Borrower hereby irrevocably and unconditionally assigns, pledges, transfers and sets over to Initial Funding Lender all of its right, title and interest in and to: (a) all purchase, construction, construction management, AIA agreements, development, easement, property rights, service, supply, management, maintenance, landscaping, gardening parking, engineering, consulting and architectural contracts and agreements, licenses and all other similar contracts and agreements, demolition permits, asbestos removal permits, building permits and such other permits relating to the property known as “Vista Breeze” to be located in Miami-Dade County, Florida (the “Project”) whomever the parties are to such contracts and agreements and whether such contracts and agreements are currently in existence or are subsequently entered into; (b) all plans, specifications, surveys, drawings, permits and other technical descriptions of whatever nature now or hereafter existing which relate to the development, construction, reconstruction, restoration, decoration, repair or replacement of the Project, including without limitation the plans and specifications for the Improvements including without limitation those prepared by Borrower’s Architect, and all amendments, modifications and supplements to any of the writings described in this subparagraph (b) (collectively, the “Plans”); (c) the Construction Contract and any subcontracts; (d) any subcontract executed by Borrower or Contractor with respect to the Project; and (e) the agreement with Borrower’s Architect. All of the items described in subparagraphs (a) through (e), inclusive, together with and all amendments, modifications and supplements thereto and any collateral for any third party’s performance under any of the contracts and agreements herein described are sometimes herein referred to collectively as the “Contracts.” This Assignment is an absolute assignment for security purposes which shall become void and of no further force or effect upon performance in full of all of Borrower’s obligations under the Construction Disbursement Agreement and all matters assigned hereunder shall be deemed automatically assigned back to Borrower. Vista Breeze Assignment of Contracts 2 2. Warranties and Representations. Borrower warrants and represents that (a) it is the true owner and holder of the Contracts; (b) it has not assigned or granted a security interest in any of the Contracts to any person or entity other than Initial Funding Lender and Subordinate Lenders; (c) its interest in each of the Contracts is not subject to any claims, setoffs, encumbrances or deductions; (d) the Contracts constitute valid and binding obligations of the Borrower, are enforceable in accordance with their terms, subject to applicable law, and have not been amended except as disclosed to Initial Funding Lender; (e) it is not in default under the terms of any of the Contracts; and (f) all covenants, conditions and agreements have been performed as required by the Contracts by all parties thereto, except those which are not due to be performed until after the date of this Assignment. 3. No Assumption by Initial Funding Lender and Borrower’s Covenants. Neither this Assignment nor any action or actions on the part of Initial Funding Lender shall constitute an assumption by Initial Funding Lender of any obligations to be performed by Borrower under the Contracts, and Borrower shall continue to be liable for all obligations thereunder. Borrower hereby agrees to punctually perform any and all obligations it may have under the Contracts, to take such steps as may be necessary or appropriate to secure performance by all other parties of their obligations under the Contracts and to not amend in a material manner, or terminate with or without cause, any of the Contracts, without the express prior written consent of Initial Funding Lender in the Initial Funding Lender’s sole, but reasonable, discretion. Following the occurrence of an Event of Default under the Project Loan, Initial Funding Lender may, at its option, but shall not be obligated to, perform or discharge any obligation of Borrower under any of the Contracts, at Borrower’s expense, in the event that Borrower fails to do so after the expiration of all applicable notice and cure periods. Borrower agrees to indemnify and hold Initial Funding Lender harmless against and from any loss, cost, liability or expense (including without limitation reasonable attorneys’, accountants’ and consultants’ fees and expenses, court costs and investigation expenses) resulting from any failure of Borrower to perform its obligations under the Contracts, unless any such loss, cost, liability or expense arises from or results from (a) the gross negligence or willful misconduct of Initial Funding Lender, its employees or agents, or (b) any other act or omission of Initial Funding Lender, its employees and agents, to the extent it is not covered by any insurance policy required to be carried by Borrower under the Construction Disbursement Agreement or any other Construction Phase Project Loan Documents, or (c) any action by Initial Funding Lender after Initial Funding Lender takes control of the Property following an Event of Default. 4. Use of Plans. Initial Funding Lender may use the Plans for any purpose relating to the Improvements, including, without limitation, inspections of construction and the completion of the Improvements. For the purpose of completing, maintaining, restoring and otherwise dealing with the Improvements, Initial Funding Lender may reassign its right, title and interest in the Plans to any persons or entities succeeding to the Initial Funding Lender’s or Borrower’s interest in the Project Loan, in Initial Funding Lender’s sole but reasonable discretion, without any requirements for the consent of Borrower or other party who prepared the Plans, and any such reassignment shall be valid and binding upon Borrower as fully as if Borrower had expressly approved the same. 5. No Approval of Plans. Initial Funding Lender’s acceptance of this Assignment shall not constitute approval of the Plans by Initial Funding Lender nor constitute Initial Funding Lender’s representation, agreement or warranty that the Plans comply with applicable law. Initial Funding Vista Breeze Assignment of Contracts 3 Lender has no liability or obligation whatsoever in connection with the Plans and no responsibility for the adequacy thereof or for the construction of the Improvements. Initial Funding Lender is hereby granted the right, but shall not have a duty, to inspect the Improvements. No such inspection nor any failure by Initial Funding Lender to make objections after any such inspection shall constitute a representation by Initial Funding Lender that the Improvements are in accordance with the Plans or constitute a waiver of the Initial Funding Lender’s right thereafter to insist that the Improvements be constructed in strict accordance with the Plans. 6. Benefits Conditionally Retained by Borrower. Initial Funding Lender hereby grants Borrower a revocable license to continue to receive the benefits of, and exercise the rights under, the Contracts unless and until an Event of Default occurs, in which event such rights may be revoked at any time thereafter, at the option of Initial Funding Lender. 7. Action By Initial Funding Lender Following Default. Initial Funding Lender shall have the right, but not the obligation, at any time following the occurrence of an Event of Default, after the expiration of all notice and cure periods, without notice and without taking possession of the Project or any part thereof, to take in its name or in the name of Borrower or otherwise such action as Initial Funding Lender may at any time or from time to time determine to be necessary to cure any default under the Contracts or to protect or exercise the rights of Borrower or Initial Funding Lender thereunder, and may otherwise exercise any other rights or remedies Initial Funding Lender has under the Construction Phase Project Loan Documents. Initial Funding Lender shall incur no liability if any action taken by it or on its behalf in good faith, pursuant to this Assignment, shall prove to be in whole or in part inadequate or invalid, and Borrower agrees to indemnify and hold Initial Funding Lender free and harmless from and against any loss, costs, liability or expense (including but not limited to reasonable attorneys’, accountants’ and consultants’ fees and expenses, court costs and investigation expenses) in connection with its actions hereunder, unless such loss, cost, liability or expense arises from or results from (x) the gross negligence or willful misconduct of Initial Funding Lender, its employees or agents, or (y) any other act or omission of Initial Funding Lender, its employees and agents, to the extent it is not covered by any insurance policy required to be carried by Borrower under the Construction Disbursement Agreement or any other Construction Phase Project Loan Documents. 8. Power of Attorney. Borrower hereby irrevocably constitutes and appoints Initial Funding Lender its true and lawful agent and attorney-in-fact, with full power of substitution, to demand, receive and enforce all rights of Borrower under the Contracts, to modify, supplement and terminate the Contracts, to give appropriate releases, receipts for or on behalf of Borrower in connection with the Contracts, in the name, place and stead of Borrower or in Initial Funding Lender’s name, with the same force and effect as Borrower could do if this Assignment had not been made, which appointment shall be effective following and during the continuance of an Event of Default. Borrower authorizes any third party to exclusively rely on the certificate of an officer of the Initial Funding Lender for the establishment of an Event of Default and hereby waives and releases any claim Borrower may have against such third party for such reliance. Borrower hereby agrees to deliver to Initial Funding Lender, upon Initial Funding Lender’s written demand following the occurrence of an Event of Default, originals of all of the Contracts and such other instruments and documents as Initial Funding Lender may reasonably require in order to permit Initial Funding Lender’s succession to the right, title and interest of Borrower in and to the Vista Breeze Assignment of Contracts 4 Contracts as provided herein. It is hereby recognized that the power of attorney herein granted is coupled with an interest and is irrevocable. 9. Right of Setoff. Borrower hereby grants to Initial Funding Lender, a continuing lien, security interest and right of setoff as security for all liabilities and obligations to Initial Funding Lender whether now existing or hereafter arising, upon and against all deposits, credits, collateral and property, now or hereafter in the possession, custody, safekeeping or control of Initial Funding Lender or any entity under the control of Bank of America Corporation and its successors and/or assigns or in transit to any of them. At any time, without demand or notice (any such notice being expressly waived by Borrower), Initial Funding Lender may setoff the same or any part thereof and apply the same to any liability or obligation of Borrower even though unmatured and regardless of the adequacy of any other collateral security for the Construction Phase Project Loan. ANY AND ALL RIGHTS TO REQUIRE INITIAL FUNDING LENDER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE CONSTRUCTION PHASE PROJECT LOAN PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF BORROWER, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. 10. Intentionally Deleted. 11. WAIVER OF JURY TRIAL. BORROWER AND INITIAL FUNDING LENDER EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THE CONSTRUCTION PHASE PROJECT LOAN NOTE OR ANY OTHER CONSTRUCTION PHASE PROJECT LOAN DOCUMENTS CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY, INCLUDING, WITHOUT LIMITATION, ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS OR ACTIONS OF INITIAL FUNDING LENDER RELATING TO THE ADMINISTRATION OF THE CONSTRUCTION PHASE PROJECT LOAN OR ENFORCEMENT OF THE CONSTRUCTION PHASE PROJECT LOAN DOCUMENTS EVIDENCING AND/OR SECURING THE CONSTRUCTION PHASE PROJECT LOAN, AND AGREE THAT NEITHER PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EXCEPT AS PROHIBITED BY LAW, BORROWER HEREBY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. BORROWER CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF INITIAL FUNDING LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT INITIAL FUNDING LENDER WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER. THIS WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR INITIAL FUNDING LENDER TO MAKE THE FUNDING LOAN. Vista Breeze Assignment of Contracts 5 12. Modifications. Borrower shall not materially modify, amend, terminate and/or waive any Contracts or any terms and/or provisions of any Contracts unless it shall first have received the written consent of Initial Funding Lender. 13. Consents of Contract Parties. Borrower hereby agrees that at the request of Initial Funding Lender, Borrower will use commercially reasonable efforts to cause to be executed and delivered to Initial Funding Lender consents to this Assignment by the parties other than Borrower to any Contracts and assignments of Contracts specifically relating to any one or more of the Contracts, such consents and assignments to be in form and substance reasonably satisfactory to Initial Funding Lender. 14. Binding Effect. This Assignment shall be binding upon Borrower and Borrower’s heirs, executors, administrators, legal representatives, successors and assigns, and shall inure to the benefit of Initial Funding Lender and its successors and assigns, including without limitation any purchaser upon foreclosure of the lien and security interests created by the Security Instrument or under a deed in lieu of such foreclosure and any receiver in possession of the Project (or any part thereof). The Initial Funding Lender may reassign its right, title and interest in and to the Contracts in whole or in part, to any person or entity succeeding to Initial Funding Lender’s or the Borrower’s interest in the Project Loan or the Project (or any part thereof), in Initial Funding Lender’s sole discretion without any requirement for the Borrower’s or any other party’s consent, and any such reassignment shall be valid and binding upon Borrower and the other parties to the Contracts as fully as if each had expressly approved the same. 15. Governing Law. This Assignment shall be governed by and construed under the substantive laws of the State of Florida, without regard to conflicts of laws principles, except to the extent preempted by federal law, in which case federal law shall control. 16. Severability. 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 PAGES TO FOLLOW] [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]