24. Borrower and MGP's Affidavit - Vista Breeze
#231230239_v4
BORROWER AND MANAGING GENERAL PARTNER’S AFFIDAVIT
Re: Certain real property located at 175 S. Shore Drive and 280 S. Shore Drive, Miami
Beach, Miami-Dade County, Florida (the “Premises”)
Kenneth Naylor, being duly sworn, deposes and says:
1. I am the Vice President of APC Vista Breeze, LLC, a Florida limited liability
company (the “Managing General Partner”), the managing general partner of Vista Breeze,
LTD., a Florida limited partnership (the “Borrower”).
2. I am fully familiar with all of the Managing General Partner’s business and
financial affairs including, without limiting the generality of the foregoing, all of the matters herein
described.
3. No part of the Premises has been taken in condemnation or other proceeding, no
casualty has occurred and no such proceeding is pending.
4. To the best of my knowledge, there is no litigation, investigation, arbitration,
proceeding, inquiry, indictment, audit or other action by any governmental authority, including,
without limitation, any state attorney general’s office, grand jury proceeding, state department of
taxation or the district attorney’s office of any state or political subdivision of any state, United
States Attorney’s office, the Securities and Exchange Commission, Internal Revenue Service, or
United States Justice Department, to which the Borrower is or may be a party, or is or may be
subject, or any other matter which in any manner or in any respect affects, impedes or interferes
with or may affect, impede or interfere with, the Premises, which secure a loan to Borrower from
the Housing Finance Authority of Miami-Dade County, Florida, or Borrower’s obligations under
that certain Construction Disbursement Agreement executed by and between Borrower and Bank
of America, N.A. (the “Bank”), dated as of the date hereof (the “Construction Disbursement
Agreement”) or the Borrower’s ability to repay such loan or satisfy all of the terms, provisions,
and conditions set forth in the documents evidencing and/or securing such loan, including the
Construction Disbursement Agreement.
5. As of the date of this Affidavit, (i) the Managing General Partner is not subject to
bankruptcy, reorganization or insolvency proceedings and (ii) the Managing General Partner is
solvent, is able to pay its debts as they mature, and has capital sufficient to carry on the business
in which it is engaged, and the present fair saleable value of its assets is greater than the amount
of its liabilities, and there are no pending or to my actual knowledge threatened actions or
proceedings of any kind or nature against the Managing General Partner in any court at law or in
equity, or before or by any governmental instrumentality, whether federal, state, county or
municipal, which in any case or in the aggregate, if adversely determined, would materially,
adversely affect the business, operations or condition, financial or otherwise, of the Managing
General Partner.
6. The Managing General Partner or any of its shareholders, members, officers,
directors (i) is not, or has not been within the last five years, the subject of any civil or criminal
investigation by any governmental body or any administrative proceeding in connection with their
respective business practices, or (ii) has been found by any court of competent jurisdiction in a
Vista Breeze
Borrower and Managing General Partner’s Affidavit
2
civil or criminal action to have violated any laws in connection with their respective business
practices.
7. The Managing General Partner is not in default beyond any applicable notice and
cure periods under any obligation, loan, grant or contract in favor of Bank.
8. This Affidavit is made and delivered for the purpose of inducing Bank to enter into
the Construction Disbursement Agreement.
Dated as of December 15, 2023.
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