27. Guarantor's Affidavit (Cohen Trust) - Vista Breeze
231229530
GUARANTOR’S AFFIDAVIT
(HOWARD D. COHEN REVOCABLE TRUST U/A/D 4/6/1993)
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 the Trustee of the HOWARD D. COHEN REVOCABLE TRUST U/A/D
4/6/1993 (the “Guarantor”), 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 Guarantor is or may be a party, or that Guarantor 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 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) Guarantor is not subject to bankruptcy or
insolvency proceedings and (ii) Guarantor 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 the
actual knowledge of the undersigned, threatened actions or proceedings of any kind or nature
against Guarantor 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 Guarantor’s
obligations to Bank as guarantor.
5. Except as otherwise previously disclosed to Bank (i) Guarantor is not and 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 its business practices, or
(ii) in the last five years has been found by any court of competent jurisdiction in a civil or criminal
action to have violated any laws in connection with its business practices.
Vista Breeze
Guarantor’s Affidavit (Cohen Trust)
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6. To my actual knowledge, Guarantor is not in default beyond any applicable notice
and cure periods under any obligation, loan, grant or contract in favor of Bank.
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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