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34. Forward Commitment Fee Guaranty PAYMENT GUARANTY This PAYMENT GUARANTY (this “Guaranty”) is entered into as of the 1st day of December, 2023, by HOWARD D. COHEN REVOCABLE TRUST U/A/D/ 4/6/1993 (the “Guarantor”), for the benefit of Beneficiary Parties (as defined below). The date of this Guaranty as set forth above is for reference purposes only, and this Guaranty will not be effective and binding until the Closing Date (as hereinafter defined). RECITALS: A. The Housing Authority of the City of Miami Beach, a public body corporate and politic established pursuant to Chapter 421, Florida Statutes (the “Landlord”), is the legal owner of fee simple title to the Land (as defined in the Forward Commitment Fee Security Instrument (as hereinafter defined)) and pursuant to that certain Second Amended and Restated Ground Lease, dated as of December 15, 2023, between the Landlord and the Vista Breeze, Ltd., a Florida limited partnership (“Borrower”), Borrower is the holder of a leasehold interest in the Land. B. Borrower applied to 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 (“Governmental Lender”), for a loan (the “Borrower Loan”) for the acquisition, construction, development and/or equipping of a 119-unit multifamily residential project, located in the City of Miami Beach, Miami-Dade County, Florida, known as Vista Breeze (the “Mortgaged Property”). C. The Borrower has requested that the Governmental Lender enter into that certain Funding Loan Agreement, dated as of December 1, 2023 (the “Original Funding Loan Agreement”), among the Governmental Lender, The Bank of New York Mellon Trust Company, N.A., a national banking association,, as fiscal agent (the “Fiscal Agent”), and Bank of America, N.A., a national banking association (the “Original Funding Lender”), pursuant to which the Original Funding Lender will make a loan to the Governmental Lender in the original principal amount of $32,500,000 (the “Funding Loan”), the proceeds of which Governmental Lender will use to make the Borrower Loan pursuant to that certain Construction Phase Borrower Loan Agreement, dated as of December 1, 2023, (the “Original Borrower Loan Agreement”), by and between the Governmental Lender and the Borrower. D. The Borrower Loan is evidenced by that certain Construction Phase Project Loan Note, dated as of December 15, 2023 (the “Original Borrower Note”), made by Borrower payable to the order of Governmental Lender, as endorsed and assigned to Fiscal Agent for the benefit of the Original Funding Lender. E. The Borrower Loan is secured by, among other things, that certain Leasehold Mortgage, Assignment of Rents, Security Agreement and Fixture Filing, dated as of December 15, 2023, executed by Borrower for the benefit of Governmental Lender (“Original Security Instrument”), which Original Security Instrument will encumber the Mortgaged Property. 2 Vista Breeze Forward Commitment Fee Guaranty F. The Original Borrower Note, the Original Security Instrument, the Original Borrower Loan Agreement and all other Borrower Loan Documents except for the Unassigned Rights (as defined in the Original Funding Loan Agreement), were each assigned by Governmental Lender to Fiscal Agent for the benefit of Original Funding Lender to secure the Funding Loan. G. At the request of Borrower, the Borrower, Original Funding Lender and Citibank, N.A., a national banking association (“Funding Lender”), have entered into that certain Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase Agreement”), pursuant to which the Funding Lender will agree to acquire Original Funding Lender’s interests in the Funding Loan and Funding Loan Documents (as defined in the Original Funding Loan Agreement) upon satisfaction of the terms and conditions set forth therein. H. In order to assure performance by Borrower of its obligations under the Forward Purchase Agreement, Borrower has executed and delivered to Funding Lender a certain Promissory Note (Forward Commitment Fee) dated as of Closing Date (the “Forward Commitment Fee Note”), maturing on the Termination Date (as defined in the Forward Purchase Agreement), which Forward Commitment Fee Note is secured by a certain Forward Commitment Fee Multifamily Leasehold Mortgage, Assignment of Rents, Security Agreement and Fixture Filing (Florida), dated as of the date hereof, which encumbers the Mortgaged Property (the “Forward Commitment Fee Security Instrument”, and together with the Forward Purchase Agreement and Forward Commitment Fee Note, the “Forward Commitment Fee Documents”). I. The term “Beneficiary Parties” as used herein shall mean Funding Lender, any Servicer, and their respective successors and assigns. The term “Beneficiary Parties” shall also include any lawful owner, holder or pledgee of the Forward Commitment Fee Note. J. As a condition to the execution and delivery of the Forward Purchase Agreement by Funding Lender, Beneficiary Parties require that Guarantor execute this Guaranty. K. Guarantor will directly or indirectly derive a material financial benefit from the Funding Loan, the Borrower Loan and the purchase of the Funding Loan by Funding Lender. NOW, THEREFORE, in consideration of the Funding Loan, the Borrower Loan and the purchase of the Funding Loan by Funding Lender, and in order to induce Beneficiary Parties to consummate said transactions, Guarantor agrees as follows: 1. Defined Terms. Capitalized terms used but not defined in this Guaranty shall have the meanings assigned to them in the Forward Commitment Fee Security Instrument. 2. Scope of Guaranty. Guarantor represents to Beneficiary Parties that Guarantor has a direct or indirect ownership interest in Borrower and/or will otherwise derive a material financial benefit from the acquisition by Funding Lender of the Borrower Loan and the Funding Loan. Guarantor hereby does jointly, severally and unconditionally guaranty to Beneficiary Parties the full and prompt payment when due, whether at maturity or earlier, by reason of acceleration or otherwise, and at all times thereafter, and the full and prompt performance when due, of all of the following (collectively, the “Guaranteed Obligations”): 3 Vista Breeze Forward Commitment Fee Guaranty (a) All amounts for which Borrower is liable under the Forward Commitment Fee Note. (b) All costs and expenses, including out of pocket expenses and reasonable fees of attorneys and expert witnesses, incurred by Beneficiary Parties in enforcing their rights under this Guaranty. For purposes of determining Guarantor’s liability under this Guaranty, all payments made by Borrower with respect to the Indebtedness and all amounts received by Beneficiary Parties from the enforcement of their rights under the Forward Commitment Fee Security Instrument or the other Forward Commitment Fee Documents (other than this Guaranty) shall be applied first to the portion of the Indebtedness for which neither Borrower nor Guarantor has personal liability. 3. Guarantor’s Obligations Survive Foreclosure. The obligations of Guarantor under this Guaranty shall survive any foreclosure proceeding, any foreclosure sale, any delivery of any deed in lieu of foreclosure, and any release of record of the Forward Commitment Fee Security Instrument or the other Forward Commitment Fee Documents. 4. Guaranty of Payment and Performance. Guarantor’s obligations under this Guaranty constitute an unconditional and continuing guaranty of payment and performance and not merely a guaranty of collection. Guarantor hereby irrevocably and unconditionally covenants and agrees that Guarantor is liable for the Guaranteed Obligations as a primary obligor. The Guaranteed Obligations and this Guaranty are separate, distinct and in addition to any liability and/or obligations that Borrower or Guarantor may have under any other guaranty or indemnity executed by Borrower or Guarantor in connection with the Borrower Loan, and no other agreement, guaranty or indemnity executed in connection with the Borrower Loan shall act to reduce or set off any of Guarantor’s liability hereunder. 5. Unconditional Guaranty. The obligations of Guarantor under this Guaranty shall be performed without demand by Beneficiary Parties and shall be unconditional irrespective of the genuineness, validity, regularity or enforceability, in whole or in part, of the Guaranteed Obligations, the Forward Commitment Fee Note, the Forward Commitment Fee Security Instrument or any other Forward Commitment Fee Document, and without regard to any other circumstance which might otherwise constitute a legal or equitable discharge of a surety, a guarantor, a borrower or a mortgagor. Guarantor hereby waives the benefit of all principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Guaranty and agrees that Guarantor’s obligations shall not be affected by any circumstances, whether or not referred to in this Guaranty, which might otherwise constitute a legal or equitable discharge of a surety, a guarantor, a borrower or a mortgagor. Guarantor hereby waives the benefits of any right of discharge under any and all statutes or other laws relating to a guarantor, a surety, a borrower or a mortgagor, and any other rights of a guarantor, a surety, a borrower or a mortgagor, thereunder. Without limiting the generality of the foregoing, Guarantor hereby waives, to the fullest extent permitted by law, diligence in collecting the Indebtedness, presentment, demand for payment, protest, all notices with respect to the Forward Commitment Fee Note and this Guaranty which may be required by statute, rule of law or otherwise to preserve Beneficiary Parties’ rights against Guarantor under this Guaranty, 4 Vista Breeze Forward Commitment Fee Guaranty including, but not limited to, notice of acceptance, notice of any amendment of the Forward Commitment Fee Documents, notice of the occurrence of any default or Event of Default, notice of intent to accelerate, notice of acceleration, notice of dishonor, notice of foreclosure, notice of protest, and notice of the incurring by Borrower of any obligation or indebtedness. Guarantor also waives, to the fullest extent permitted by law, all rights to require Beneficiary Parties to (a) proceed against Borrower or any other guarantor of Borrower’s payment or performance with respect to the Indebtedness (an “Other Guarantor”), (b) if Borrower or any Other Guarantor is a partnership, proceed against any general partner of Borrower or the Other Guarantor, (c) proceed against or exhaust any collateral held by Beneficiary Parties to secure the repayment of the Indebtedness, (d) pursue any other remedy it may now or hereafter have against Borrower, or, if Borrower is a partnership, any general partner of Borrower or (e) record the Forward Commitment Fee Security Instrument or to file any financing statement or to otherwise enforce, perfect, protect, secure or insure any lien or security interest given as security in connection with the Security Documents. Guarantor further waives, to the fullest extent permitted by applicable law, (a) any right to revoke this Guaranty as to any future advances under the Forward Commitment Fee Security Instrument or the other Forward Commitment Fee Documents, (b) any defenses that could arise with respect to an amendment or modification of the Guaranteed Obligations by operation of law, action of any court or the amendment of any of the Forward Commitment Fee Documents, (c) any defense that Beneficiary Parties have waived any Guaranteed Obligation by failing to enforce any right or remedy hereunder, or to promptly enforce any such right or remedy and (d) any other event or circumstance that may constitute a defense of Borrower or Guarantor to payment of the Guaranteed Obligations. 6. Modification of Forward Commitment Fee Documents. At any time or from time to time and any number of times, without notice to Guarantor and without affecting the liability of Guarantor, (a) the time for payment of the principal of or interest on the Indebtedness may be extended or the Indebtedness may be renewed in whole or in part; (b) the time for Borrower’s performance of or compliance with any covenant or agreement contained in the Forward Commitment Fee Note, the Forward Commitment Fee Security Instrument or any other Forward Commitment Fee Document, whether presently existing or hereinafter entered into, may be extended or such performance or compliance may be waived; (c) the maturity of the Indebtedness may be accelerated as provided in the Forward Commitment Fee Note, the Forward Commitment Fee Security Instrument, or any other Forward Commitment Fee Document; (d) the Forward Commitment Fee Note, the Forward Commitment Fee Security Instrument, or any other Forward Commitment Fee Document may be modified or amended by Beneficiary Parties and Borrower in any respect, including, but not limited to, an increase in the principal amount; and (e) any security for the Indebtedness may be modified, exchanged, surrendered or otherwise dealt with or additional security may be pledged or mortgaged for the Indebtedness and the Guaranteed Obligations. 7. Joint and Several Liability. If more than one person executes this Guaranty, the obligations of those persons under this Guaranty and any Other Guarantor shall be joint and several. Beneficiary Parties, in their sole and absolute discretion, may (a) bring suit against Guarantor, or any one or more of the persons constituting Guarantor, and any Other Guarantor, jointly and severally, or against any one or more of them; (b) compromise or settle with any one or more of the persons constituting Guarantor or any Other Guarantor for such consideration as Beneficiary Parties may deem proper; (c) release one or more of the persons constituting 5 Vista Breeze Forward Commitment Fee Guaranty Guarantor, or any Other Guarantor, from liability; and/or (d) otherwise deal with Guarantor and any Other Guarantor, or any one or more of them, in any manner, and no such action shall impair the rights of Beneficiary Parties to collect from Guarantor any amount guaranteed by Guarantor under this Guaranty. Nothing contained in this paragraph shall in any way affect or impair the rights or obligations of Guarantor with respect to any Other Guarantor. 8. Subordination of Borrower’s Indebtedness to Guarantor. Any indebtedness of Borrower held by Guarantor now or in the future is and shall be subordinated to the Indebtedness of Borrower to Beneficiary Parties under the Forward Commitment Fee Documents. After the occurrence and during the continuance of an Event of Default or the occurrence and during the continuance of an event which would, with the giving of notice or the passage of time, or both, constitute an Event of Default (it being acknowledged and agreed that in no event shall Funding Lender have any obligation to accept a cure of a default after all applicable notice, grace and cure periods have elapsed and same has ripened into an Event of Default), Guarantor shall not receive or collect, directly or indirectly, from Borrower or any other party any amount of such indebtedness until the Guaranteed Obligations are paid in full. To the extent that Guarantor receives payment of any of the indebtedness of Borrower in violation of the preceding sentence, the same shall be collected, enforced and received by Guarantor, as trustee for Beneficiary Parties, but without reducing or affecting in any manner the liability of Guarantor under the other provisions of this Guaranty. 9. Waiver of Subrogation. Guarantor agrees to withhold the exercise of any and all subrogation and reimbursement rights against Borrower, against any other person, and against any collateral or security for the Indebtedness and Guarantor shall have no right of, and hereby waives any claim for, subrogation or reimbursement against Borrower or any managing member or general partner of Borrower by reason of any payment by Guarantor under this Guaranty, whether such right or claim arises at law or in equity or under any contract or statute, until (i) the Indebtedness has been indefeasibly paid and satisfied in full, (ii) all obligations owed to Beneficiary Parties under the Forward Commitment Fee Documents have been fully performed, (iii) there has expired the maximum possible period thereafter during which any payment made by Borrower to Beneficiary Parties with respect to the Indebtedness, could be deemed a preference under the United States Bankruptcy Code and (iv) each of Beneficiary Parties has released, transferred or disposed of all its right, title and interest in such collateral or security. 10. Preference. If any payment by Borrower is held to constitute a preference under any applicable bankruptcy, insolvency, or similar laws, or if for any other reason any of Beneficiary Parties is required to refund any sums to Borrower, such refund shall not constitute a release of any liability of Guarantor under this Guaranty. It is the intention of Beneficiary Parties and Guarantor that Guarantor’s obligations under this Guaranty shall not be discharged except by Guarantor’s performance of such obligations and then only to the extent of such performance. 11. Reinstatement. If at any time any payment of any amounts due under the Forward Commitment Fee Documents by Borrower, Guarantor or any other Person is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of Borrower or Guarantor or otherwise, Guarantor’s obligations hereunder with respect to such payment shall be reinstated as though such payment has been due but not made at such time. 6 Vista Breeze Forward Commitment Fee Guaranty 12. Guarantor’s Financial Condition. (a) Guarantor hereby represents and warrants to Beneficiary Parties that as of the date hereof and throughout the term of the Borrower Loan, and after giving effect to this Guaranty and the contingent obligation evidenced hereby, Guarantor is and will be solvent and has and will have (i) assets which, fairly valued, exceed its obligations, liabilities (including contingent liabilities) and debts, and (ii) property and assets sufficient to satisfy and repay its obligations and liabilities. Guarantor hereby covenants and agrees that during the term of the Borrower Loan, except for the payment of employee salaries and benefits and dividends in the ordinary course of business, it shall not sell, pledge, mortgage or otherwise transfer any of its assets, or any interest therein, on terms materially less favorable than would be obtained in an arms-length transaction for fair consideration. (b) Guarantor hereby represents and warrants to Beneficiary Parties that all financial statements and other financial data previously delivered to Funding Lender in connection with the application for the Borrower Loan and/or this Guaranty relating to the Guarantor are true, correct and complete in all material respects. Such financial statements fairly present the financial positions of all Persons who are the subjects thereof as of the respective dates thereof. Guarantor further represents and warrants to Beneficiary Parties that, except as previously disclosed to Funding Lender in writing, no material adverse change has occurred as of the date hereof and no material change shall have occurred as of the date of each advance of the Borrower Loan, in such financial position, or in the business, operations, assets, management, ownership or condition (financial or otherwise) of Guarantor, since the respective dates of such financial statements and financial data. Except as otherwise previously disclosed to Funding Lender in writing, Guarantor has no knowledge of any material contractual obligations of Guarantor which might have a material adverse effect upon the ability of Guarantor to perform Guarantor’s obligations under this Guaranty. (c) Guarantor shall furnish or cause to be furnished to Funding Lender: (i) within ten (10) days of Funding Lender’s request, a copy of the most recent year’s federal tax return for such Guarantor, and (ii) as soon as available and in any event within one hundred twenty (120) days after the end of each fiscal year of Guarantor, copies of the following financial statements of Guarantor for such fiscal year, prepared and audited by an independent certified public accountant acceptable to Funding Lender, in accordance with generally accepted accounting principles: (A) a balance sheet as of the end of such fiscal year (including supporting schedules), and (B) a statement of income and capital accounts for such fiscal year. Notwithstanding the foregoing, the financial statements of any individual Guarantor are not required to be audited by an independent certified public accountant. (d) Guarantor shall from time to time, upon request by Funding Lender, deliver to Funding Lender such other financial statements as Funding Lender may reasonably require. 13. Intentionally Omitted. 7 Vista Breeze Forward Commitment Fee Guaranty 14. Subordination; Standstill. This Guaranty and all of the rights of the Beneficiary Parties and obligations of Guarantor are subject and subordinate to the obligations of Guarantor to, and rights of, Senior Lenders (as defined in the Forward Commitment Fee Security Instrument) under the Permitted Debt (as defined in the Forward Commitment Fee Security Instrument), the Original Security Instrument and the other Permitted Debt. Until such time as any of the Original Security Instrument has been released and discharged, Beneficiary Parties shall not without the prior written consent of Original Funding Lender, which may be withheld in Original Funding Lender’s sole and absolute discretion, exercise any Beneficiary Parties’ remedies under this Guaranty (including, without limitation, the commencement of any judicial or non-judicial action of proceeding (a) to have a receiver appointed to collect any monies payable to Guarantor; or (b) to foreclose the lien(s) created by the Forward Commitment Fee Security Instrument; or (c) to file or join in the filing of any involuntary Bankruptcy Proceeding (as defined in the Forward Commitment Fee Security Instrument) against Guarantor or any person or entity which owns a direct or indirect interest in Guarantor). Each Senior Lender shall be a third party beneficiary of this Section 14. 15. Intentionally Omitted. 16. Determinations by Funding Lender. Except to the extent expressly set forth in this Guaranty to the contrary, in any instance where the consent or approval of Funding Lender may be given or is required, or where any determination, judgment or decision is to be rendered by Funding Lender under this Guaranty, the granting, withholding or denial of such consent or approval and the rendering of such determination, judgment or decision shall be made or exercised by Funding Lender, as applicable (or its designated representative) at its sole and exclusive option and in its sole and absolute discretion. 17. Governing Law. This Guaranty shall be governed by and enforced in accordance with the laws of the State of Florida (the “Property Jurisdiction”), without giving effect to the choice of law principles of the Property Jurisdiction that would require the application of the laws of a jurisdiction other than the Property Jurisdiction. 18. Consent to Jurisdiction and Venue. Guarantor agrees that any controversy arising under or in relation to this Guaranty shall be litigated exclusively in the Property Jurisdiction. The state and federal courts and authorities with jurisdiction in the Property Jurisdiction shall have exclusive jurisdiction over all controversies which shall arise under or in relation to this Guaranty. Guarantor irrevocably consents to service, jurisdiction, and venue of such courts for any such litigation and waives any other venue to which it might be entitled by virtue of domicile, habitual residence or otherwise. However, nothing herein is intended to limit Beneficiary Parties’ right to bring any suit, action or proceeding relating to matters arising under this Guaranty against Guarantor or any of Guarantor’s assets in any court of any other jurisdiction. 19. Successors and Assigns. This Guaranty shall be binding upon Guarantor and its heirs, legal representatives, successors, successors-in-interest and assigns, as appropriate, and shall inure to the benefit of the Beneficiary Parties and their respective successors, successors-in- interest and assigns. The terms used to designate any of the parties herein shall be deemed to include the heirs, legal representatives, successors, successors-in-interest and assigns, as 8 Vista Breeze Forward Commitment Fee Guaranty appropriate, of such parties. References to a “person” or “persons” shall be deemed to include individuals and entities. Guarantor acknowledges and agrees that any Beneficiary Party, at its option, may assign its respective rights and interests under this Guaranty and the other Forward Commitment Fee Documents in whole or in part and upon such assignment all the terms and provisions of this Guaranty or the other Forward Commitment Fee Documents shall inure to the benefit of such assignee to the extent so assigned. Guarantor may not assign or delegate its rights, interests or obligations under this Guaranty without first obtaining Funding Lender’s prior written consent. 20. Severability. The invalidity, illegality or unenforceability of any provision of this Guaranty shall not affect the validity, legality or enforceability of any other provision, and all other provisions shall remain in full force and effect. 21. Expenses. Guarantor shall pay to the Beneficiary Parties, upon demand, the amount of any and all expenses, including, without limitation, reasonable attorneys’ fees (including reasonable time charges of attorneys who may be employees of Beneficiary Parties), which the Beneficiary Parties may incur in connection with (a) the exercise or enforcement of any of their rights hereunder, (b) the failure by Guarantor to perform or observe any of the provisions hereof, or (c) the breach by Guarantor of any representation or warranty of Guarantor set forth herein. Guarantor shall also pay to the Beneficiary Party who incurs any such expenses, interest on such expenses computed at the Default Rate set forth in the Forward Commitment Fee Note from the date on which such expenses are incurred to the date of payment thereof. 22. Remedies Cumulative. In the event of Guarantor’s default under this Guaranty, the Beneficiary Parties may exercise all or any one or more of their rights and remedies available under this Guaranty, at law or in equity. Such rights and remedies shall be cumulative and concurrent, and may be enforced separately, successively or together, and the exercise of any particular right or remedy shall not in any way prevent the Beneficiary Parties from exercising any other right or remedy available to the Beneficiary Parties. The Beneficiary Parties may exercise any such remedies from time to time as often as may be deemed necessary by the Beneficiary Parties. 23. No Agency or Partnership. Nothing contained in this Guaranty shall constitute any Beneficiary Party as a joint venturer, partner or agent of Guarantor, or render any Beneficiary Party liable for any debts, obligations, acts, omissions, representations or contracts of Guarantor. 24. Entire Agreement; Amendment and Waiver. This Guaranty contains the complete and entire understanding of the parties with respect to the matters covered herein. Guarantor acknowledges that Guarantor has received copies of the Forward Commitment Fee Note and all other Forward Commitment Fee Documents. This Guaranty may not be amended, modified or changed, nor shall any waiver of any provision hereof be effective, except by a written instrument signed by the party against whom enforcement of the waiver, amendment, change, or modification is sought, and then only to the extent set forth in that instrument. No specific waiver of any of the terms of this Guaranty shall be considered as a general waiver. 9 Vista Breeze Forward Commitment Fee Guaranty 25. Further Assurances. Guarantor shall at any time and from time to time, promptly execute and deliver all further instruments and documents, and take all further action that may be reasonably necessary or desirable, or that any Beneficiary Party may reasonably request, in order to protect any right or interest granted by this Guaranty or to enable the Beneficiary Party to exercise and enforce its rights and remedies under this Guaranty. 26. Notices; Change of Guarantor’s Address. All notices given under this Guaranty shall be in writing and shall be sent to the respective addresses of the parties, in the manner set forth in the Forward Commitment Fee Security Instrument. Notices to Guarantor shall be sent to the address of Guarantor, at the address set forth below Guarantor’s signature block to this Guaranty. Guarantor agrees to notify Funding Lender (in the manner for giving notices provided in the Forward Commitment Fee Security Instrument) of any change in Guarantor’s address within ten (10) Business Days after such change of address occurs. 27. Counterparts. To the extent Guarantor consists of more than one party, this Guaranty may be executed in multiple counterparts, each of which shall constitute an original document and all of which together shall constitute one agreement. 28. Captions. The captions of the sections of this Guaranty are for convenience only and shall be disregarded in construing this Guaranty. 29. Servicer. Guarantor hereby acknowledges and agrees that, pursuant to the terms of the Forward Commitment Fee Security Instrument: (a) from time to time, Funding Lender may appoint a servicer to collect payments, escrows and deposits, to give and to receive notices under the Forward Commitment Fee Note, this Guaranty or the other Forward Commitment Fee Documents, and to otherwise service the Borrower Loan and (b) unless Borrower receives written notice from Funding Lender to the contrary, any action or right which shall or may be taken or exercised by Funding Lender may be taken or exercised by such servicer with the same force and effect. 30. Beneficiary Parties as Third Party Beneficiary. Each of the Beneficiary Parties shall be a third party beneficiary of this Guaranty for all purposes. 31. Waiver of Trial by Jury. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, EACH OF GUARANTOR AND THE BENEFICIARY PARTIES (A) COVENANTS AND AGREES NOT TO ELECT A TRIAL BY JURY WITH RESPECT TO ANY ISSUE ARISING OUT OF THIS GUARANTY OR THE RELATIONSHIP BETWEEN THE PARTIES THAT IS TRIABLE OF RIGHT BY A JURY AND (B) WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO SUCH ISSUE TO THE EXTENT THAT ANY SUCH RIGHT EXISTS NOW OR IN THE FUTURE. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS SEPARATELY GIVEN BY EACH PARTY, KNOWINGLY AND VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL. 32. Time of the Essence. Time is of the essence with respect to this Guaranty. 33. Term of Guaranty. Subject to the provisions of Section 10 (Preference) and Section 11 (Reinstatement), upon the satisfaction of the Indebtedness and all of Borrower’s other 10 Vista Breeze Forward Commitment Fee Guaranty obligations under the Forward Commitment Fee Documents, the due recordation of the release or reconveyance of the Forward Commitment Fee Security Instrument, this Guaranty shall automatically terminate. 34. Modifications. All modifications (if any) to the terms of this Guaranty (“Modifications”) are set forth on Exhibit A attached to this Guaranty. In the event of a Transfer under the terms of the Forward Commitment Fee Security Instrument (other than a Permitted Transfer not requiring Funding Lender’s consent), some or all of the Modifications to this Guaranty may be modified or rendered void by Funding Lender at its option by notice to Guarantor. 35. Attached Exhibits. The following Exhibits are attached to this Guaranty and are incorporated by reference herein as if more fully set forth in the text hereof: Exhibit A – Modifications to Payment Guaranty – Forward Commitment Fee Exhibit B – Spousal Consent and Waiver The terms of this Guaranty are modified and supplemented as set forth in said Exhibits. To the extent of any conflict or inconsistency between the terms of said Exhibits and the text of this Guaranty, the terms of said Exhibits shall be controlling in all respects. [REMAINDER OF PAGE I NTENTIONALLY LEFT BLANK] Forward Commitment Fee Guaranty B-1 Vista Breeze EXHIBIT A MODIFICATIONS TO PAYMENT GUARANTY-FORWARD COMMITMENT FEE The following modifications are made to the text of the Guaranty that precedes this Exhibit: None. Capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Guaranty. 4889-4709-8506