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20(b) Assignment of AHAP Contract - Vista Breeze #231342907_v4 ASSIGNMENT OF AGREEMENT TO ENTER INTO A HOUSING ASSISTANCE PAYMENTS AGREEMENT This ASSIGNMENT OF AGREEMENT TO ENTER INTO A HOUSING ASSISTANCE PAYMENTS AGREEMENT (the “Assignment”) is made as of December 15, 2023, by VISTA BREEZE, LTD., a Florida limited partnership (hereinafter “Owner” or “Assignor”), for the benefit of BANK OF AMERICA, N.A., a national banking association (together with its successors and assigns, “Assignee”). RECITALS A. Reference is made to that certain Housing Finance Authority of Miami-Dade County, Florida Multifamily Housing Revenue Note, Series 2023 (Vista Breeze) in the original principal amount of Thirty-Two Million Five Hundred Thousand and 00/100 Dollars ($32,500,000.00) (the “Governmental Note”). The Governmental Note is to be issued pursuant to that certain Funding Loan Agreement dated as of December 1, 2023 (the “Funding Loan Agreement”) executed by and among and 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”), The Bank of New York Mellon Trust Company, N.A., as fiscal agent (the “Fiscal Agent”) and Assignee. Pursuant to the Funding Loan Agreement, Assignee has agreed to make a construction loan in the amount of Thirty-Two Million Five Hundred Thousand and 00/100 Dollars ($32,500,000.00) (the “Funding Loan”) to Governmental Lender. The Funding Loan is evidenced by the Governmental Note. B. Assignee, pursuant to the terms of the Funding Loan Agreement and that certain Construction Disbursement Agreement executed by and between Assignor and Assignee and dated as of even date herewith (the “Construction Disbursement Agreement”), has agreed to originate and fund the Funding Loan to the Governmental Lender on a draw-down basis. C. Pursuant to that certain Construction Phase Borrower Loan Agreement dated as of December 1, 2023 made by and among Governmental Lender, Assignor, and Fiscal Agent (the “Construction Phase Project Loan Agreement”), the proceeds of the Funding Loan will be used by the Governmental Lender to make a construction loan in the amount of Thirty-Two Million Five Hundred Thousand and 00/100 Dollars ($32,500,000.00) to Assignor (the “Construction Phase Project Loan”) in corresponding installments to the Funding Loan. As evidence of the Construction Phase Project Loan, Assignor will issue its promissory note dated as of the date of this Assignment (the “Construction Phase Project Loan Note”), delivered to the Governmental Lender and endorsed by the Governmental Lender to the Fiscal Agent as security for the Funding Loan and secured by that certain Leasehold Mortgage, Assignment of Rents, Security Agreement and Fixture Filing dated the date hereof from Assignor in favor of Governmental Lender (the “Mortgage”) (Construction Phase Project Loan Note, the Mortgage, the Construction Disbursement Agreement, and all other documents evidencing and securing the Construction Phase Project Loan are, collectively, the “Construction Phase Project Loan Documents”). Pursuant to the Construction Disbursement Agreement, Assignee, on behalf of itself and the Governmental Lender, will approve advances of the Construction Phase Project Loan to Assignor for the construction by Assignor of buildings and or other improvements (the “Improvements”) on the real property located at 175 S. Shore Drive and 280 S. Shore Drive, Miami Beach, Florida (the “Land”), and to pay other costs and expenses as described in the Construction Phase Project Loan Agreement. Assignor will also use the Construction Phase Project Loan to pay other costs and expenses related to the development of the Land, as described in the Construction Phase Project Loan Agreement (the “Project”). D. Assignor and Housing Authority of the City of Miami Beach, a public body corporate and politic (the “Contract Administrator”), executed that certain Agreement to Enter into a Housing Assistance Payments Contract with an effective date of December 15, 2023, a copy of which is attached Vista Breeze Assignment of AHAP Contract 2 hereto as Exhibit A (the “AHAP Contract”), and pursuant to which the Assignor and the Contract Administrator have agreed to enter into a Housing Assistance Payments Contract upon the satisfactory completion of construction of the Project. Upon execution, the AHAP Contract will set forth the rights and duties of the Contract Administrator and Assignor with respect to the Project and the payment of certain rental assistance payments for low-income individuals in the Project, commonly known as Section 8 project based voucher assistance. As a material condition to Assignee executing the Funding Loan Agreement and Construction Disbursement Agreement, Assignor is entering into the AHAP Contract with the Contract Administrator E. As a condition precedent to its executing the Funding Loan Agreement and the Construction Disbursement Agreement, Assignee has required the assignment of all of Assignor’s right, title, and interest in and to the AHAP Contract to Assignee as collateral security for the obligations of Owner to Assignee. F. Any capitalized terms used and not defined herein shall have the meaning ascribed to such term in the Construction Disbursement Agreement. NOW, THEREFORE, in consideration of the foregoing, the sum of Ten Dollars ($10.00) in hand paid and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. Assignment. Subject to all applicable laws, rules and regulations, as security for the payment in full of the indebtedness and performance in full of all obligations of Assignor to the Assignee under the Construction Disbursement Agreement and the other Construction Phase Project Loan Documents, Assignor hereby collaterally assigns and transfers to the Assignee all of its right, title and interest in and to the AHAP Contract. This Assignment is an absolute collateral assignment thereof for security purposes which shall become void and of no further force or effect upon Assignor’s payment in full of the indebtedness and performance in full of all of Assignor’s obligations under the Construction Disbursement Agreement and the other Construction Phase Project Loan Documents. 2. Warranties and Representations. Assignor warrants and represents that (a) it is the true owner of the interests under the AHAP Contract; (b) it has not assigned or granted a security interest in the AHAP Contract to any person or entity other than the Assignee; (c) its interest in the AHAP Contract is not subject to any claims, setoffs, encumbrances or deductions; (d) the AHAP Contract constitutes valid and binding obligations of the parties thereto, is enforceable in accordance with its terms, subject to applicable law, and have not been amended or assigned except as disclosed to the Assignee; (e) to its knowledge, it is not in default under the terms of the AHAP Contract; and (f) all covenants, conditions and agreements have been performed as required by the AHAP Contract by all parties thereto, except those which are not due to be performed until after the date of this Assignment. 3. No Assumption by the Assignee of Assignor’s Covenants. Neither this Assignment nor any action or actions on the part of the Assignee shall constitute an assumption of any obligations on the part of Assignor under the AHAP Contract prior to the date that it becomes a mortgagee in possession or otherwise takes control of the Property, and Assignor shall continue to be liable for all obligations thereunder until such time as the Assignee so exercises its rights. Assignor hereby agrees to punctually perform any and all obligations it may have under the AHAP Contract, to take such steps as may be necessary or appropriate to secure performance by all other parties of their obligations under the AHAP Contract and not to amend, or terminate with or without cause, the AHAP Contract without the express prior written consent of the Assignee. Upon the occurrence and during the continuance of an Event of Default, beyond all applicable notice and cure periods, the Assignee may, at its option, upon ten (10) days’ prior notice to Assignor, but shall not be obligated to, perform or discharge any obligation of Assignor Vista Breeze Assignment of AHAP Contract 3 under the AHAP Contract, at Assignor’s expense, in the event that Assignor fails to do so beyond any applicable notice and cure periods. Assignor agrees to indemnify and hold the Assignee harmless against and from any loss, cost, liability or expense (including, without limitation, actual and reasonable attorneys’ and accountants’ fees and expenses, based on itemized invoices for time and charges, court costs and investigation expenses) resulting from any failure of Assignor to perform its obligations under the AHAP Contract, unless any such loss, cost, liability or expense arises from or results from the gross negligence or willful misconduct of the Assignee, its employees or agents. 4. Benefits Conditionally Retained by Assignor. Subject to all applicable laws, rules and regulations, the Assignee hereby grants Assignor the right to continue to receive the benefits of, and exercise the rights under, the AHAP Contract unless and until an Event of Default occurs, beyond all applicable notice and cure periods, in which event such rights may be revoked at any time thereafter at the option of the Assignee. 5. Action By the Assignee Following Default. The Assignee shall have the right, but not the obligation, at any time following the occurrence and during the continuance of an Event of Default, beyond all applicable 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 Assignor or otherwise such action as the Assignee may at any time or from time to time determine to be necessary to cure any default under the AHAP Contract or to protect or exercise the rights of Assignor or the Assignee thereunder, and may otherwise exercise any other rights or remedies the Assignee has under the Construction Phase Project Loan Documents. The Assignee 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 Assignor agrees to indemnify and hold the Assignee free and harmless from and against any loss, costs, liability or expense (including but not limited to actual, reasonable attorneys’ and accountants’ fees and expenses, based on itemized invoices for time and charges, court costs and investigation expenses) in connection with its actions hereunder, unless such loss, cost, liability or expense arises from or results from the gross negligence or willful misconduct of the Assignee, its employees or agents. 6. Power of Attorney. Assignor hereby irrevocably constitutes and appoints the Assignee its true and lawful agent and attorney-in-fact, with full power of substitution, to demand, receive and enforce all rights of Assignor under the AHAP Contract, to modify, supplement and terminate the AHAP Contract, to give appropriate releases, receipts for or on behalf of Assignor in connection with the AHAP Contract, in the name, place and stead of Assignor or in the Assignee’s name, with the same force and effect as Assignor could do if this Assignment had not been made, which appointment shall be effective following the occurrence of an Event of Default. Assignor authorizes any third party to exclusively rely on the certificate of an officer of the Assignee for the establishment of an Event of Default and hereby waives and releases any claim Assignor may have against such third party for such reliance. Assignor hereby agrees to deliver to the Assignee, upon the Assignee’s written demand, the original of the AHAP Contract and such other instruments and documents as the Assignee may reasonably require in order to permit the Assignee’s succession to the right, title and interest of Assignor in and to the AHAP Contract as provided herein. It is hereby recognized that the power of attorney herein granted is coupled with an interest and is irrevocable. 7. Consent of Contract Administrator. Assignor hereby agrees to cause to be executed and delivered to the Assignee, on or prior to the date hereof, the written consent of the Contract Administrator to this Assignment. 8. Binding Effect. This Assignment shall be binding upon Assignor and Assignor’s heirs, executors, administrators, legal representatives, successors and assigns, and shall inure to the benefit of the Assignee and its successors and assigns, including, without limitation, any purchaser upon foreclosure of Vista Breeze Assignment of AHAP Contract 4 the lien and security interests created by the Mortgage or any transferee under a deed in lieu of such foreclosure and any receiver in possession of the Property. 9. Governing Law. This Assignment shall be governed by and construed under the laws of the State of Florida, except to the extent preempted by federal law, in which case federal law shall control. 10. Waiver of Jury Trial. The undersigned hereby unequivocally and unconditionally waives any and all rights to a trial by jury in any action, suit or counterclaim arising in connection with, out of or otherwise relating to, this Assignment. [SIGNATURE PAGE TO FOLLOW] [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] Vista Breeze Assignment of AHAP Contract Ex A-1 EXHIBIT A AHAP CONTRACT [ATTACHED]