26. Guarantor's Affidavit (Cohen) - Vista Breeze
231228918
GUARANTOR’S AFFIDAVIT
(HOWARD D. COHEN)
Re: Certain real property located at 175 S. Shore Drive and 280 S. Shore Drive, Miami
Beach, Miami-Dade County, Florida (the “Premises”)
HOWARD D. COHEN, being duly sworn, deposes and says:
1. I am a guarantor under a certain Guaranty Agreement to be delivered to BANK OF
AMERICA, N.A., a national banking association (the “Bank”) in connection with a loan to
VISTA BREEZE, LTD., a Florida limited partnership (the “Borrower”).
2. To the best of my knowledge, no part of the Premises has been taken in
condemnation or other proceeding, no casualty has occurred and to my actual knowledge no such
proceeding is pending.
3. 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 I am or may be a party, or that I am 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 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.
4. As of the date of this Affidavit, (i) I am not subject to bankruptcy or insolvency
proceedings and (ii) I am solvent, am able to pay my debts as they mature, and have capital
sufficient to carry on the business in which I am engaged, and the present fair saleable value of my
assets is greater than the amount of my liabilities, and there are no pending or, to the actual
knowledge of the undersigned, threatened actions or proceedings of any kind or nature against me
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 and adversely affect my ability to perform my obligations to Bank as guarantor.
5. Except as otherwise previously disclosed to Bank (i) I am not and have 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 my business practices, or (ii) in the last
five years have been found by any court of competent jurisdiction in a civil or criminal action to
have violated any laws in connection with my business practices.
6. To my actual knowledge, I am not in default beyond any applicable notice and cure
periods under any obligation, loan, grant or contract in favor of Bank.
Vista Breeze
Guarantor’s Affidavit (Howard D. Cohen)
2
7. 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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