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40. Leasehold Mortgage Assign of Rents Sec Agree and FixPrepared By/Return To: Holland & Knight LLP 31 West 52nd Street, 1lth Floor New York, New York 10019 Attention: Kevin C. George, Esq. 2 OFF BK 34013 Fss 2577-2615 (39F9s) RECORDED 12/18/2023 14B33:20 JUAH FERHANDE.Z-BAROUIM CLERK OF THE COURT & COMPTROLI._ER MIAMI-DADE COUNTY? FL [Reserved] LEASEHOLD MORTGAGE, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING by VISTA BREEZE, LTD., a Florida limited partnership, as Mortgagor and 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, as Mortgagee This document serves as a Fixture Filing under the Florida Uniform Commercial Code. Mortgagor's Organizational Identification Number is A20000000470. Property Commonly Known As: 175 S. Shore Drive and 280 S. Shore Drive City/County: Miami/Miami-Dade County State: Florida Zip Code: 33141 NOTE TO RECORDER: THIS INSTRUMENT AND THE PROMISSORY NOTE SECURED HEREBY IN THE ORIGINAL PRINCIPAL SUM OF THIRTY-TWO MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($32,500,000.00) ARISE OUT OF OR ARE GIVEN TO SECURE THE REPAYMENT OF A LOAN IN CONNECTION WITH THE FINANCING OF A HOUSING DEVELOPMENT AND ARE EXEMPT FROM DOCUMENTARY STAMP AND INTANGIBLE TAXES PURSUANT SECTION 159,621 FLORIDA STATUTES. 231147072 LEASEHOLD MORTGAGE, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING This LEASEHOLD MORTGAGE, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this "Mortgage") is made as of December 15, 2023, by VISTA BREEZE, LTD., a Florida limited partnership (herein referred to as the "Mortgagor"), having its principal place of business at c/o Atlantic I Pacific Communities, 161 NW 6th Street, Suite 1020, Miami, Florida 33136, to 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 "Mortgagee"), whose address is 7855 NW 12th Street, Suite 102, Doral, Florida 33126. Recitals WHEREAS, Mortgagor has requested that Mortgagee make the Loan (as hereinafter defined) to Mortgagor. As a condition precedent to making the Loan, Mortgagee has required that Mortgagor execute and deliver this Mortgage to Mortgagee. Grants and Agreements Now, therefore, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged by Mortgagor, and in order to induce Mortgagee to make the Loan to Mortgagor, Mortgagor agrees as follows: Article I Definitions. As used in this Mortgage, capitalized terms used but not defined herein have the meaning ascribed to them in the Construction Disbursement Agreement (as hereinafter defined). The terms defined in the Preamble hereto shall have the respective meanings specified therein, and the following additional terms shall have the meanings specified: "Accessories" means all fixtures, fittings, apparatus, equipment, systems, machinery, furniture, furnishings, appliances, inventory, goods, building and construction materials, supplies and other articles of personal property and replacements thereof, of every kind and character, tangible and intangible (including software embedded therein), now owned or hereafter acquired by Mortgagor, which are now or hereafter attached to, affixed to, placed upon or situated in, on or about the Land or Improvements, or used in or necessary to the complete and proper planning, development, use, occupancy or operation thereof, or acquired (whether delivered to the Land or stored elsewhere) for use or installation in or on the Land or Improvements, and all Additions to the foregoing, all of which are hereby declared to be permanent accessions to the Land, but excluding the Movable Personal Property and any Margin Stock. "Accounts" means all accounts of Mortgagor within the meaning of the Uniform Commercial Code of the State, derived from or arising out of the use, occupancy or enjoyment of the Property or for services rendered therein or thereon. "Additions" means any and all alterations, additions, accessions and improvements to property, substitutions therefor, and renewals and replacements thereof. Vista Breeze Mortgage "Bankruptcy Code" shall mean Title 11 of the United States Code entitled "Bankruptcy", as now or hereafter in effect or any successor statute thereto. "Claim" means any liability, suit, action, claim, demand, loss, expense, penalty, fine, judgment or other cost of any kind or nature whatsoever, including fees, costs and expenses of attorneys, consultants, contractors and experts. "Condemnation" means any taking of title to, use of, or any other interest in the Property under the exercise of the power of condemnation or eminent domain, whether temporarily or permanently, by any Governmental Authority or by any other Person acting under or for the benefit of a Governmental Authority. "Condemnation Awards" means any and all judgments, awards of damages (including severance and consequential damages), payments, proceeds, settlements, amounts .paid for a taking in lieu of Condemnation, or other compensation heretofore or hereafter made, including interest thereon, and the right to receive the same, as a result of, or in connection with, any Condemnation or threatened Condemnation. "Construction Disbursement Agreement" means that certain Construction Disbursement Agreement by between Mortgagor and Initial Funding Lender dated of even date with the date of this Mortgage. "Contract of Sale" means any contract for the sale of all or any part of the Property or any interest therein, whether now in existence or hereafter executed. "Controlled Substances Act" means the Controlled Substances Act (21 U.S.C. Sections 801 et seq.), as amended from time to time, and any successor statute. "Default" means an event or circumstance which, with the giving of Notice or lapse of time, or both, would constitute an Event of Default under the provisions of this Mortgage. "Design and Construction Documents" means, collectively, (a) all contracts for services to be rendered, work to be performed or materials to be supplied in the development of the Land or the construction or repair of Improvements, including all agreements with architects, engineers or contractors for such services, work or materials; (b) all plans, drawings and specifications for the development of the Land or the construction or repair of Improvements; (c) all permits, licenses, variances and other rights or approvals issued by or obtained from any Governmental Authority or other Person in connection with the development of the Land or the construction or repair of Improvements; and (d) all amendments of or supplements to any of the foregoing. "Dispute" means any controversy, claim or dispute between or among the parties to this Mortgage, including any such controversy, claim or dispute arising out of or relating to (a) this Mortgage, (b) any other Loan Document, (c) any related agreements or instruments, or (d) the transaction contemplated herein or therein (including any claim based on or arising from an alleged personal injury or business tort). "Encumbrance" means any Lien, easement, right of way, roadway (public or private), declaration, condition, covenant, or restriction (including any declaration, condition, covenant, or Vista Breeze Mortgage restriction in connection with any condominium development or cooperative housing development), Lease or other matter of any nature that would affect title to the Property. "Environmental Agreement" means the Environmental Indemnification and Release Agreement of even date herewith by and among Mortgagor, Guarantor and Initial Funding Lender pertaining to the Property, as the same may from time to time be extended, amended, restated, supplemented or otherwise modified. "Event of Default" means an event or circumstance specified in Article VI and the continuance of such event or circumstance beyond the applicable grace and/or cure periods therefor, if any, set forth in Article VI. "Expenses" means all fees, charges, costs and expenses of any nature whatsoever incurred at any time and from time to time (whether before or after an Event of Default) by Mortgagee in making, funding, administering or modifying the Loan, in protecting the security of this Mortgage, in negotiating or entering into any "workout" of the Loan, or in exercising or enforcing any rights, powers and remedies provided in this Mortgage or any of the other Loan Documents, including attorneys' fees, court costs, receiver's fees, management fees and costs incurred in the completion, repair, maintenance and operation of, or taking possession of, or selling, the Property. "Flood Insurance Laws" means, collectively, (a) the National Flood Insurance Act of 1968, (b) the Flood Disaster Protection Act of 1973, and (c) the National Flood Insurance Reform Act of 1994, and any regulation promulgated thereto, each as amended and together with any successor Law of such type. "Future Advances" means any loan of money from Mortgagee to Mortgagor made within twenty (20) years from the date hereof. The total amount of such loan or loans may increase or decrease from time to time, but the total unpaid aggregate balance secured by this Mortgage at any one time shall not exceed $65,000,000, plus interest thereon, and any disbursements made for the payment of the Property Assessments (whether taxes, levies or otherwise), insurance, or other liens on the Property, with interest on such disbursements. The Mortgagee has no obligation whatsoever, to make a Future Advance. "Governmental Authority" or "Governmental Authorities" means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra -national bodies such as the European Union or the European Central Bank). "Ground Lease" means that certain Second Amended and Restated Ground Lease by and between Mortgagor, as tenant, and Ground Lessor, as landlord, dated as of the date hereof, as it may from time to time be further amended and modified. "Ground Lessor" means Housing Authority of the City of Miami Beach, a public body corporate and politic established pursuant to Chapter 421, Florida Statutes, its successors and/or assigns. Vista Breeze Mortgage "Guarantor" means, collectively, Howard D. Cohen, as an individual, and Howard D. Cohen Revocable Trust U/A/D 4/6/1993, and its personal representatives, successors and assigns. "Hedge Agreement" means any agreement, if and only if evidenced by a writing reciting that it is secured by this Mortgage, relating to any transaction that is a rate swap, basis swap transaction, forward rate transaction, commodity swap, commodity option, equity or equity index swap or option, bond option, note or bill option, interest rate option, forward foreign exchange transaction, cap transaction, spot or floor transaction, collar transaction, currency swap transaction, cross -currency rate swap transaction, swap option, currency option, credit swap or default transaction, T-lock, or any other similar transaction (including any option to enter into any of the foregoing) or any combination of the foregoing, and, unless the context otherwise clearly requires, any agreement or contract that constitutes a "swap" within the meaning of Section la(47) of the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute, and CFTC Regulation 1.3(xxx), any form of master agreement published by the International Swaps and Derivatives Association, Inc., and any other master agreement, entered into by Mortgagor, together with any related schedules and confirmations, as the same may be amended, restated, replaced, supplemented, superseded or otherwise modified from time to time in accordance with its terms, relating to or governing any or all of the foregoing. "Improvements" means all buildings, structures and replacements thereof and other improvements now or hereafter existing, erected or placed on the Land, including all plant, equipment, apparatus, machinery and fixtures of every kind and nature whatsoever forming part of said structures and/or buildings together with any on -site improvements and off -site improvements in any way used or to be used in connection with the use, enjoyment, occupancy or operation of the Land. "Initial Funding Lender" means Bank of America, N.A., a national banking association, and its successors and/or assigns. "Insolvency Proceeding" shall mean: (a) any voluntary or involuntary case or proceeding under the Bankruptcy Code with respect to Mortgagor or Ground Lessor, as applicable; (b) any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding; or any receivership, liquidation, reorganization or other similar case or proceeding with respect to Mortgagor or Ground Lessor, as applicable; (c) any liquidation, dissolution, reorganization or winding up of Mortgagor or Ground Lessor, as applicable, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy; or (d) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of Mortgagor or Ground Lessor, as applicable. "Insurance Proceeds" means the insurance claims under and the proceeds of any and all policies of insurance covering the Property or any part thereof, including all returned and unearned premiums with respect to any insurance relating to such Property, in each case whether now or hereafter existing or arising. "Land" means the leasehold interest in the real property pursuant to the Ground Lease which real property is more particularly described in Exhibit A attached hereto and made a part hereof. Vista Breeze Mortgage "Law" or "Laws" means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law. With respect to Mortgagor and the Property, "Law" or "Laws" includes all Laws pertaining to the construction, sale, leasing or use of the Improvements and to access and facilities for handicapped or disabled persons, including without limitation and to the extent applicable, any building codes, the Controlled Substances Act, the Flood Insurance Laws, the Federal Architectural Barriers Act (42 U.S.C. § 4151 et seq.), the Fair Housing Amendments Act of 1988 (42 U.S.C. § 3601 et seg.), the Americans With Disabilities Act of 1990 (42 U.S.C. § 12101 et M.), the Rehabilitation Act of 1973 (29 U.S.C. § 794), each as amended to date and further amended from time to time. "Lease(s " means all leases, license agreements and other occupancy or use agreements (whether oral or written), now or hereafter existing, which cover or relate to the Property or any part thereof, together .with all options therefor, amendments thereto and renewals, modifications and guaranties thereof, including any cash, letter of credit rights or other security deposited under the Leases to secure performance by the tenants of their obligations under the Leases, whether such cash, letter of credit rights or other security is to be held until the expiration of the terms of the Leases or applied to one or more of the installments of rent coming due thereunder. "Lease Damage Claims" shall mean all of Mortgagor's claims and rights to payment of damages, offsets, and other rights and remedies that may arise from: (a) Ground Lessor's failure to perform under the Ground Lease; (b) rejection or disaffirmance of the Ground Lease under any Debtor Relief Law or in connection with any Insolvency Proceeding; (c) violation or breach by Ground Lessor under the Ground Lease; or (d) Ground Lessor's sale of Property pursuant to Section 363 of the Bankruptcy Code or similar provisions of any other Debtor Relief Law, and all damages and other sums payable with respect to or pursuant to any of the foregoing. "Lessee Bankruptcy Rights" shall mean all of Mortgagor's rights, remedies, powers, and privileges arising at any time under, in, or in connection with or related to any Insolvency Proceeding affecting Ground Lessor, including Mortgagor's right: (a) to object to Ground Lessor's sale of the Property under any Debtor Relief Law, including Bankruptcy Code Section 363 and (b) to make the 365(h) Election, and any other comparable right under any other Debtor Relief Laws and all claims, suits, actions, proceedings, rights, remedies, and privileges related thereto or arising therefrom, including Mortgagor's right to claim any offset against rent and other charges and the right to file and prosecute any proofs of claim, complaints, motions, applications, objections, notices, and any other document in any case relating to Ground Lessor under any Debtor Relief Laws, any and all adequate protection or other value received by or to which Mortgagor is entitled to in connection with any sale of the Property in connection with any Insolvency Proceeding. "Letter of Credit" or "Letters of Credit" means any letter of credit issued by Mortgagee for the account of Mortgagor or its nominee in connection with the Land or the Improvements, together with any and all extensions, renewals or modifications thereof, substitutions therefor or Vista Breeze Mortgage replacements thereof, if and only if evidenced by a writing reciting that the same is or are secured by this Mortgage. "Lien" means any mortgage, deed of trust, pledge, security interest, assignment, judgment, lien or charge of any kind, including any conditional sale or other title retention agreement, any lease in the nature thereof, and the filing of, or agreement to give, any financing statement under the Uniform Commercial Code of any jurisdiction. "Loan" means the loan from Mortgagee to Mortgagor, the repayment obligations in connection with which are evidenced by the Note. "Loan Agreement" means the Construction Phase Borrower Loan Agreement of even date herewith by and among Mortgagor, Mortgagee and Fiscal Agent which sets forth, among other things, the terms and conditions upon which the proceeds of the Loan will be disbursed, as the same may from time to time be extended, amended, restated, supplemented or otherwise modified. "Loan Documents" means, collectively, this Mortgage, the Note, the Environmental Agreement, the Loan Agreement, the Construction Disbursement Agreement, any Hedge Agreement, any application or reimbursement agreement executed in connection with any Letter of Credit, and any and all other documents which Mortgagor or any other party or parties have executed and delivered, or may hereafter execute and deliver, to evidence, secure or guarantee the Obligations, or any part thereof, as the same may from time to time be extended, amended, restated, supplemented or otherwise modified. "Margin Stock" means "margin stock" as used in Regulation U issued by the Board of Governors of the Federal Reserve System. "Mortgage" means this Leasehold Mortgage, Assignment of Rents, Security Agreement and Fixture Filing, as the same may from time to time be extended, renewed, amended, restated, supplemented or otherwise modified. "Movable Personal Property" means any item of tangible personal property owned by Mortgagor that is not a fixture or otherwise affixed or to become affixed to the Real Property. By way of example but not in limitation, Movable Personal Property would include desks, chairs and other furniture, curtains, portable dishwashers and portable microwave ovens, clothes washers and dryers and other portable equipment, and inventory. "Note" means the Construction Phase Project Loan Note of even date herewith in the original principal amount . of Thirty -Two Million Five Hundred Thousand and No/100 Dollars ($32,500,000.00) made by Mortgagor and payable to the order of Mortgagee, as the same may from time to time be extended, renewed, amended, restated, replaced, supplemented or otherwise modified. "Notice" means a notice, request, consent, demand or other communication given in accordance with the provisions of this Mortgage. "Obligations" means all present and future debts, Future Advances, obligations and liabilities of Mortgagor to Mortgagee arising pursuant to, and/or on account of, the provisions of Vista Breeze Mortgage this Mortgage, the Note, or any of the other Loan Documents, including the obligations: (a) to pay all principal, interest, late charges, prepayment premiums (if any) and other amounts due at any time under the Note; (b) to pay all Expenses, indemnification payments, fees and other amounts due at any time under this Mortgage or any of the other Loan Documents, together with interest thereon as herein or therein provided; (c) to pay and perform all obligations of Mortgagor under any Hedge Agreement between Mortgagor and Mortgagee (or its affiliate); (d) to perform, observe and comply with all of the other terms, covenants and conditions, expressed or implied, which Mortgagor is required to perform, observe or comply with pursuant to this Mortgage or any of the other Loan Documents; and (e) to pay and perform all future advances and other obligations that Mortgagor or any successor in ownership of all or part of the Property may agree to pay and/or perform (whether as principal, surety or guarantor) for the benefit of Mortgagee, when a writing evidences the parties' agreement that the advance or obligation be secured by this Mortgage. "Permitted Encumbrances" means (a) any matters set forth in any policy of title insurance issued to Mortgagee and insuring Mortgagee's interest in the Property which are acceptable to Mortgagee as of the date hereof, (b) the Liens and interests of this Mortgage, (c) the tax credit extended use agreement to be recorded following completion of the Improvements with respect to the Tax Credits, as reasonably approved by Mortgagee, and (d) any other Encumbrance that Mortgagee shall expressly approve in writing in its sole and absolute discretion. Notwithstanding anything in this Mortgage to the contrary, Permitted Encumbrances shall include the Forward Commitment Fee Multifamily Leasehold Mortgage, Assignment of Rents, Security Agreement and Fixture Filing dated as of the date hereof by Borrower to Citibank, N.A. "Person" means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity. "Personalty" means all personal property of any kind or nature whatsoever, whether tangible or intangible and whether now owned or hereafter acquired, in which Mortgagor now has or hereafter acquires an interest and which is used in the construction of, or is placed upon, or is derived from or used in connection with the maintenance, use, occupancy or enjoyment of, the Property, including (a) the Accessories; (b) the Accounts; (c) all franchise, license, management or other agreements with respect to the operation of the Real Property or the business conducted therein (provided all of such agreements shall be subordinate to this Mortgage, and Mortgagee shall have no responsibility for the performance of Mortgagor's obligations thereunder) and all general intangibles (including payment intangibles, trademarks, trade names, goodwill, software and symbols) related to the Real Property or the operation thereof, (d) all sewer and water taps, appurtenant water stock or water rights, allocations and agreements for utilities, bonds, letters of credit, letter -of -credit rights, permits, certificates, licenses, guaranties, warranties, causes of action, judgments, Claims, profits, security deposits, utility deposits, deposits or escrows for taxes, insurance or other matters, and all rebates or refunds of fees, Taxes, assessments, charges or deposits paid to any Governmental Authority related to the Real Property or the operation thereof; (e) all of Mortgagor's rights and interests under all Hedge Agreements, including all rights to the payment of money from Mortgagee (or its affiliate) under any Hedge Agreement and all accounts, deposit accounts and general intangibles, including payment intangibles, described in any Hedge Agreement; (f) all insurance policies held by Mortgagor with respect to the Property or Mortgagor's operation thereof; (g) all Mortgagor's rights in any Tax Credits (to the extent assignable and permitted by applicable laws); and (h) all money, instruments, chattel paper, or Vista Breeze Mortgage mortgages and documents (whether tangible or electronic) arising from or by virtue of any transactions related to the Property, and all deposits and deposit accounts of Mortgagor with Mortgagee related to the Property, including any such deposit account from which Mortgagor may from time to time authorize Mortgagee to debit and/or credit payments due with respect to the Loan; together with all Additions to and Proceeds of all of the foregoing, but excluding any Movable Personal Property. "Proceeds" when used with respect to any of the Property, means all proceeds of such Property, including all Insurance Proceeds and all other proceeds within the meaning of that term as defined in the Uniform Commercial Code of the State. "Property" means Mortgagor's interest in the Real Property under the Ground Lease and the Personalty and all other rights, interests and benefits of every kind and character which Mortgagor now has or hereafter acquires in, to or for the benefit of the Real Property and/or the Personalty and all other property and rights used or useful in connection therewith, including all Leases, all Rents, all Condemnation Awards, all Proceeds, and all of Mortgagor's right, title and interest in and to all Design and Construction Documents, all Contracts of Sale and all Refinancing Commitments. "Property Assessments" means all Taxes, payments in lieu of taxes, water rents, sewer rents, assessments, condominium and owner's association assessments and charges, maintenance charges and other governmental or municipal or public or private dues, charges and levies and any Liens (including federal tax liens) which are or may be levied, imposed or assessed upon the Property or any part thereof, or upon any Leases or any Rents, whether levied directly or indirectly or as excise taxes, as income taxes, or otherwise. "Real Property" means the Land and Improvements, together with (a) the rights and leasehold interests of Mortgagor under the Ground Lease, including, without limitation, (i) all Lessee Bankruptcy Rights, (ii) all Lease Damage Claims; this Mortgage constituting a present, irrevocable and unconditional assignment of the Lease Damage Claims which shall continue in effect until the Obligations have been satisfied in full, and (iii) all other or additional title, estates, interests or rights which are now owned or may hereafter be acquired by Mortgagor in or to the property demised under the Ground Lease creating the leasehold estate or otherwise relating to the Land and other Real Property, including without limitation, all rights of Mortgagor to cause Ground Lessor to perform its obligations under the Ground Lease; (b) all estates, title interests, title reversion rights, remainders, increases, issues, profits, rights of way or uses, additions, accretions, servitudes, strips, gaps, gores, liberties, privileges, water, water courses, water rights (whether riparian, appropriative or otherwise, and whether or not appurtenant) and water stock, alleys, passages, ways, vaults, licenses, tenements, franchises, hereditaments, royalties, appurtenances, all development rights and credits and air rights, air space, easements, rights -of - way, rights of ingress or egress, parking rights, timber, crops, mineral interests and other rights, now or hereafter owned by Mortgagor and belonging or appertaining to the Land, Ground Lease or Improvements; (c) all Claims whatsoever of Mortgagor with respect to the Land, Ground Lease or Improvements, either in law or in equity, in possession or in expectancy; (d) all estate, right, title and interest of Mortgagor in and to all streets, roads and public places, opened or proposed, now or hereafter adjoining or appertaining to the Land, Ground Lease or Improvements; and (e) all options to purchase the Land, Ground Lease or Improvements, or any portion thereof or interest Vista Breeze Mortgage therein, and any greater estate in the Land, Ground Lease or Improvements, and all Additions to and Proceeds of the foregoing. "Refinancing Commitment" means any commitment from or other agreement with any Person providing for the financing of the Property, some or all of the proceeds of which are intended to be used for the repayment of all or a portion of the Loan. "Rents" means all of the rents, royalties, issues, profits, revenues, earnings, income and other benefits of the Property or any part thereof, or arising from the use or enjoyment of the Property or any part thereof, including all such amounts paid under or arising from any of the Leases and all fees, charges, accounts or other payments for the use or occupancy of rooms or other public facilities within the Real Property or any part thereof. "State" means the state in which the Land is located. "Tax Credits" means all federal and/or state low-income housing tax credits now or hereafter allocated to the Real Property or to the Mortgagor in respect of the Real Property. "Taxes" means all taxes and assessments, whether general or special, ordinary or extraordinary, or foreseen or unforeseen, which at any time may be assessed, levied, confirmed or imposed by any Governmental Authority or any community facilities or other private district on Mortgagor or on any of its properties or assets or any part thereof or in respect of any of its franchises, businesses, income or profits. "Transfer" means any direct or indirect sale, assignment, conveyance or transfer, including any Contract of Sale and any other contract or agreement to sell, assign, convey or transfer, in whole or in part, whether made voluntarily or by operation of Law or otherwise, and whether made with or without consideration. "365(h) Election" shall mean the right of Mortgagor to treat the Ground Lease as terminated pursuant to Section 365(h)(1)(A)(i) of the Bankruptcy Code or retain Mortgagor's rights under the Ground Lease pursuant to Section 365(h)(1)(A)(ii) of the Bankruptcy Code and all such other rights, powers, and privileges granted to a lessee pursuant to Section 365(h) of the Bankruptcy Code, together with all such other similar rights, powers, and privileges granted to a lessee under any other Debtor Relief Law. Article II Granting Clauses; Condition of Grant. Section 2.1 Conveyances and Security Interests. In order to secure the prompt payment and performance of the Obligations, Mortgagor (a) grants, bargains, sells, aliens, remises, releases, assigns, mortgages, hypothecates, deposits, pledges, sets over, confirms, warrants and conveys Mortgagor's interest in the Real Property unto Mortgagee, all estate, right, title and interest of Mortgagor in and to its interest in the Real Property, whether now owned or held or hereafter acquired by Mortgagor, to have and hold the interest in the Real Property unto Mortgagee, its successors and assigns forever; and to hold the Real Property unto Mortgagee forever; provided that Mortgagor may retain possession of the Real Property until Vista Breeze Mortgage m the occurrence of an Event of Default; (b) grants to Mortgagee a security interest in the Personalty; (c) assigns to Mortgagee, and grants to Mortgagee a security interest in, all Condemnation Awards and all Insurance Proceeds; and (d) assigns to Mortgagee, and grants to Mortgagee a security interest in, all of Mortgagor's right, title and interest in, but not any of Mortgagor's obligations or liabilities under, all Design and Construction Documents, all Contracts of Sale and all Refinancing Commitments. All Persons who may have or acquire an interest in all or any part of the Property will be deemed to have notice of, and will be bound by, the terms of the Obligations and each other agreement or instrument made or entered into in connection with each of the Obligations. Such terms include any provisions in the Note, the Loan Agreement or any Hedge Agreement between Mortgagor and Mortgagee (or its affiliate) which provide that the interest rate on one or more of the Obligations may vary from time to time. The definition of "Obligations" includes Future Advances. Section 2.2 Absolute Assignment of Leases and Rents. In consideration of the making of the Loan by Mortgagee to Mortgagor, the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Mortgagor absolutely and unconditionally assigns the Leases and Rents to Mortgagee. This assignment is, and is intended to be, an unconditional, absolute and present assignment from Mortgagor to Mortgagee of all of Mortgagor's right, title and interest in and to the Leases and the Rents and not an assignment in the nature of a pledge of the Leases and Rents or the mere grant of a security interest therein. So long as no Event of Default shall exist, however, and so long as Mortgagor is not in default in the performance of any obligation, covenant or agreement contained in the Leases, Mortgagor shall have a license (which license shall terminate automatically and without notice upon the occurrence of an Event of Default or a default by Mortgagor under the Leases) to collect, but not prior to accrual, all Rents. Mortgagor agrees to collect and hold all Rents in trust for Mortgagee and to use the Rents for the payment of the cost of operating and maintaining the Property and for the payment of the other Obligations before using the Rents for any other purpose. The assignments of Leases and Rents contained in this Mortgage are intended to provide Mortgagee with all of the rights and remedies of mortgagees pursuant to Section 697.07 of the Florida Statutes (hereinafter "Section 697.07"), as may be amended from time to time. However, in no event shall this reference diminish, alter, impair, or affect any other rights and remedies of Mortgagee, including but not limited to, the appointment of a receiver, nor shall any provision in this Section diminish, alter, impair or affect any rights or powers of the receiver in law or equity or as set forth herein. In addition, this assignment shall be fully operative without regard to value of the Property or without regard to the adequacy of the Property to serve as security for the obligations owed by Mortgagor to Mortgagee, and shall be in addition to any rights arising under Section 697.07. Further, except for the notices required hereunder or in the other Loan Documents, if any, Mortgagor waives any notice of default or demand for turnover of rents by Mortgagee, together with any rights under Section 697.07 to apply to a court to deposit the Rents into the registry of the court or such other depository as the court may designate. Vista Breeze Mortgage 11 Section 2.3 SecurityAgreement, Fixture Filing and Financing Statement. This Mortgage creates a security interest in the Personalty, and, to the extent the Personalty is not real property, this Mortgage constitutes a security agreement from Mortgagor to Mortgagee under the Uniform Commercial Code of the State. Notwithstanding anything herein or in any other Loan Documents to the contrary, this Mortgage does not grant to Mortgagee a security interest in any Movable Personal Property or Margin Stock. In addition to all of its other rights under this Mortgage and otherwise, Mortgagee shall have all of the rights of a secured party under the Uniform Commercial Code of the State, as in effect from time to time, or under the Uniform Commercial Code in force from time to time in any other state to the extent the same is applicable Law. This Mortgage shall be effective as a financing statement filed as a fixture filing with respect to all fixtures included within the Property and is to be filed for record in the real estate records of each county where any part of the Property (including such fixtures) is situated. This Mortgage shall also be effective as a financing statement with respect to any other Property as to which a security interest may be perfected by the filing of a financing statement and may be filed as such in any appropriate filing or recording office. The respective mailing addresses of Mortgagor and Mortgagee are set forth in the opening paragraph of this Mortgage. A carbon, photographic or other reproduction of this Mortgage or any other financing statement relating to this Mortgage shall be sufficient as a financing statement for any of the purposes referred to in this Section 2.3. Mortgagor hereby irrevocably authorizes Mortgagee at any time and from time to time to file any initial financing statements, amendments thereto and continuation statements as authorized by applicable Law, reasonably required by Mortgagee to establish or maintain the validity, perfection and priority of the security interests granted in this Mortgage. The foregoing authorization includes Mortgagor's irrevocable authorization for Mortgagee at any time and from time to time to file any initial financing statements and amendments thereto that indicate the Personalty (a) as "all assets" of Mortgagor or words of similar effect, regardless of whether any particular asset comprised in the Personalty falls within the scope of the Uniform Commercial Code of the State or the jurisdiction where the initial financing statement or amendment is filed, or (b) as being of an equal or lesser scope or with greater detail; provided, however, in no event shall such Personalty be deemed to include Movable Personal Property or Margin Stock. Section 2.4 Release of Mortgage and Termination of Assignments and Financing Statements. If and when Mortgagor has paid and performed all of the Obligations, and no further advances are to be made under the Loan Agreement, Mortgagee will provide a release of the Property from the lien of this Mortgage and termination statements for filed financing statements, if any, to Mortgagor. Mortgagor shall be responsible for the recordation of such release and the payment of any recording and filing costs. Upon the recording of such release and the filing of such termination statements, the absolute assignments set forth in Section 2.2 shall automatically terminate and become null and void. Without limiting the generality of the foregoing and the provisions of Section 3.7 hereunder, whether or not a Default has occurred, such appointment of Mortgagee as Mortgagor's attorney -in -fact to exercise shall include, without limitation, the power by Mortgagee to exercise any Lessee Bankruptcy Rights, including malting the 365(h) Election to prepare and file any objection to any proposed sale of the Property by Ground Lessor pursuant to Section 363 of the Vista Breeze Mortgage 12 Bankruptcy Code, to prepare and file any objection to any disclosure statement or plan, or similar document, filed in any Insolvency Proceeding, and to take any other action with respect to the Land, Ground Lease or Improvements in any Insolvency Proceeding of Ground Lessor. Article III Representations and Warranties. Mortgagor makes the following representations and warranties to Mortgagee: Section 3.1 Title to Real Property. Mortgagor (a) owns good and marketable title to the Real Property, (b) owns all of the beneficial and equitable interest in and to the interest in the Real Property, and (c) is lawfully seized and possessed of an interest in the Real Property. Mortgagor has the right and authority to mortgage and convey its interest in the Real Property and does hereby mortgage and convey the interest in the Real Property with general warranty to Mortgagee. Mortgagor's interest in the Real Property is subject to no Encumbrances other than the Permitted Encumbrances. Section 3.2 Title to Other Property. Mortgagor has good title to the Personalty, and the Personalty is not subject to any Encumbrance other than the Permitted Encumbrances. None of the Leases, Rents, Design and Construction Documents, Contracts of Sale or Refinancing Commitments are subject to any Encumbrance other than the Permitted Encumbrances. Section 3.3 Property Assessments. The Real Property is assessed for purposes of Property Assessments as a separate and distinct parcel from any other property, such that the Real Property shall never become subject to the Lien of any Property Assessments levied or assessed against any property other than the Real Property. Section 3.4 Independence of the Real Property. No buildings or other improvements on property not covered by this Mortgage rely on the Real Property or any interest therein to fulfill any requirement of any Governmental Authority for the existence of such property, building or improvements; and none of the Real Property relies, or will rely, on any property not covered by this Mortgage or any interest therein to fulfill any requirement of any Governmental Authority. The Real Property has been properly subdivided from all other property in accordance with the requirements of any applicable Governmental Authorities. Section 3.5 Existing Improvements. The proposed Improvements, after completion of construction, will be used and maintained, in accordance with all applicable Laws, including zoning Laws. Vista Breeze Mortgage 13 Section 3.6 Leases and Tenants. The Leases, if any, are valid and are in full force and effect, and Mortgagor is not in default under any of the terms thereof. Except as expressly permitted in the Loan Agreement, Mortgagor has not accepted any Rents in advance of the time the same became due under the Leases and has not forgiven, compromised or discounted any of the Rents. Mortgagor has title to and the right to assign the Leases and Rents to Mortgagee, and no other assignment of the Leases or Rents has been granted other than pursuant to the Permitted Encumbrances. To the best of Mortgagor's knowledge and belief, no tenant or tenants occupying, individually or in the aggregate, more than five percent (5%) of the net rentable area of the Improvements are in default under their Lease(s) or are the subject of any bankruptcy, insolvency or similar proceeding. Section 3.7 Specific Representations, Warranties and Covenants Respecting Ground Lease. (A) In addition to Mortgagor's representations, warranties and covenants elsewhere contained herein, and without limitation of same, Mortgagor specifically represents, warrants, covenants and agrees to and with Mortgagee as follows: a) Ground Lease. Mortgagor has delivered to Mortgagee a true, correct, and complete copy of the Ground Lease, together with all amendments, modifications, supplements, assignments, or other transfers thereof. The Ground Lease has not been amended, modified, supplemented, assigned, or transferred. b) Possession of Leasehold; Leasehold Interest; Exercise of Options. The interest of the tenant under the Ground Lease is presently vested in Mortgagor, and Mortgagor is the sole holder of the leasehold estate in the Land and other Real Property in accordance with the provisions of the Ground Lease. Mortgagor has not executed any other mortgage, deed of trust, pledge, assignment, hypothecation, or other transfer, lien, security interest, or other encumbrance of all or any portion of Mortgagor's right, title and interest under the Ground Lease, except in favor of lenders whose lien is subordinate to the lien of this Mortgage and expressly permitted by the Loan Agreement. Mortgagor has not executed any instrument or agreement with respect to the Ground Lease which could reasonably be expected to prevent or restrict Mortgagee from exercising its rights and remedies under this Mortgage or any other Loan Documents relating in any way to the Ground Lease. Mortgagor shall hereby forever warrant, defend, protect, and preserve against the claims of all persons in connection with: (i) Mortgagor's leasehold interest in the Land and other Real Property arising pursuant to the Ground Lease and (ii) the validity and priority of the respective lien and title interest of Mortgagee granted by Mortgagor to Mortgagee hereunder. Without Mortgagee's express prior written consent in each instance, Mortgagor: (i) shall not fail to timely exercise any option or right to renew or extend the term of the Ground Lease, at least ten (10) business days prior to the expiration thereof, in accordance with the terms and conditions of the Ground Lease; (ii) shall provide prompt written notice to Mortgagee with respect to any such exercise of any option or right to renew or extend the term of the Ground Lease; and (iii) shall execute, acknowledge, deliver and record any document requested by Mortgagee to evidence the respective lien and title interest of this Mortgage on such extended or renewed lease term of the Ground Lease. In Vista Breeze Mortgage 14 the event Mortgagor shall fail to timely exercise any such option or right as and when provided above, Mortgagee may exercise such option or right as Mortgagor's attorney -in - fact in Mortgagee's own name or in the name of and on behalf of a nominee of Mortgagee, as and when Mortgagee may determine in the exercise of its sole and exclusive discretion. Without limiting the provisions of Section 2.3 and Section 3.7(p) hereunder, Mortgagor hereby irrevocably constitutes and appoints Mortgagee and any officer or agent of Mortgagee, with full power of substitution, as its true and lawful attorney -in -fact, coupled with an interest, with full irrevocable power and authority in the place and stead of Mortgagor or in Mortgagor's own name to execute in Mortgagor's name any such documents and to otherwise carry out the purposes of this Section. c) No Existing Default. There is no existing default (or occurrence which with the passage of time would constitute a default) or grounds for default (however defined or described) under the provisions of the Ground Lease or in the performance of any of the terms, covenants, conditions or warranties thereof on the part of Mortgagor or Ground Lessor thereof to be kept, performed and observed under the Ground Lease. d) Rent and Other Payments under Ground Lease. Mortgagor shall promptly pay, as and when due and payable, all rent, any additional rent and/or percentage rent, and all other sums and charges described in and required to be paid by Mortgagor with respect to the Land under the terms and conditions of the Ground Lease, including, without limitation, all taxes, assessments and other charges or levies and all insurance premiums required to be paid by Mortgagor thereunder. e) Compliance; Performance under Ground Lease. Mortgagor shall promptly perform and observe all of the terms, covenants, and conditions required to be performed and observed by Mortgagor under the Ground Lease with respect to the Land, within the periods provided in the Ground Lease, and shall do all things necessary to preserve and to keep unimpaired Mortgagor's rights under the Ground Lease. Without the express prior written consent of Mortgagee in each instance, Mortgagor shall not: (i) take any act which would destroy or materially impair the benefits to Mortgagee pursuant to this Mortgage; (ii) take any action or omit to take any action which would affect or permit the termination of the Ground Lease; and (iii) waive, excuse, release, or discharge in any way Ground Lessor of or from Ground Lessor's material obligations, covenants, and/or conditions under the Ground Lease. f) Conditional Assignment of Ground Lease. To the fullest extent permitted by applicable Law and the terms and conditions of the Ground Lease, and without limiting the provisions of Section 2.2 (Absolute Assignment of Leases and Rents) hereunder, Mortgagor does hereby assign, transfer, set, over and deliver to Mortgagee, for collateral purposes only, all of Mortgagor's rights, title and interest in, to and under the Ground Lease. By its acceptance hereof, Mortgagee hereby covenants and agrees that so long as there exists no Event of Default hereunder, Mortgagor shall have the right to possess and enjoy the Land and other Real Property leased pursuant to the Ground Lease, subject to the terms and conditions contained herein. Vista Breeze Mortgage 15 g) Acquisition of Fee; No Merger. Mortgagor shall not acquire the fee interest in the Land under the Ground Lease without the express prior written approval of Mortgagee. In the event that Mortgagor acquires such fee title to the Land, such interest shall be deemed to be subject to and covered by this Mortgage, and in confirmation thereof, Mortgagor shall promptly: (i) provide Mortgagee with notice of such further title interest of Mortgagor to the Land and (ii) execute, acknowledge, and deliver such other and further instruments, documents, and agreements as may be reasonably required by Mortgagee to ratify, confirm, re -affirm, and perfect Mortgagee's interest in such Property, including without limitation, any additional mortgage or amendment requested by Mortgagee to confirm Mortgagor's right, title and interest in and to the fee title of Mortgagor to the Land. Without the express prior written approval of Mortgagee, there shall be no merger of the leasehold estate created by the Ground Lease with the fee estate of the Land, and Mortgagor's leasehold estate created by the Ground Lease shall not merge, but shall always remain separate and distinct, notwithstanding any union of such estates in Ground Lessor, Mortgagee, or Mortgagor by purchase, operation of Law, or otherwise. In the event that Mortgagee shall acquire such fee title and leasehold estate by foreclosure of this Mortgage (or by conveyance or assignment in lieu thereof) or otherwise, then such estates shall not merge as a result thereof but shall remain separate and distinct for all purposes after such acquisition unless and until Mortgagee elects in writing to merge such estates. h) Ground Lessor's Default. Mortgagor shall promptly notify Mortgagee in writing of any Event of Default (after the expiration of all applicable notice and cure periods) caused by Ground Lessor in the performance or observance of any of the terms, covenants or conditions on the part of Ground Lessor to be performed or observed under the Ground Lease. Further, Mortgagor, promptly upon learning that Ground Lessor has failed to perform the terms and provisions under the Ground Lease (including by reason of a rejection or disaffirmance or purported rejection or disaffirmance of such Ground Lease pursuant to any Debtor Relief Law), shall notify Mortgagee in writing of any such failure to perform. Mortgagor shall promptly cause a copy of each such notice received by Mortgagor to be delivered to Mortgagee no later than five (5) Business Days after the receipt thereof. i) Mortgagor's Default. Mortgagor shall promptly notify Mortgagee in writing of any of the following: (i) any (x) notice of default by Mortgagor in the performance or observance of any of the terms, covenants, or conditions on the part of Mortgagor to be performed or observed under the Ground Lease, (y) notice of the occurrence of any event which with the passage of time may become an Event of Default (after the expiration of all applicable notice and cure periods) under the Ground Lease or permit Ground Lessor to terminate the Ground Lease or re-enter and take possession of the Property, and/or (z) notice of the exercise by Ground Lessor of any remedies relating to defaults or breach of the Ground Lease; (ii) the receipt by Mortgagor of any written notice from Ground Lessor of termination of the Ground Lease (or otherwise threatening to terminate the Ground Lease) pursuant to the provisions of the Ground Lease; and/or (iii) any litigation or arbitration threatened or commenced with respect to the Ground Lease. Mortgagor shall promptly cause a copy of each such notice received by Mortgagor to be delivered to Mortgagee no later than five (5) business days after the receipt thereof. Vista Breeze Mortgage j) Estoppel Certificates. Mortgagor shall, within fifteen (15) days after written demand from Mortgagee, use commercially reasonable effort to obtain from Ground Lessor and deliver to Mortgagee an estoppel certificate in form and substance reasonably satisfactory to Mortgagee stating that the Ground Lease is in full force and effect, is unmodified, that no notice of termination thereof has been served on Mortgagor or Ground Lessor, as the case may be, stating the date to which the rent has been paid, and stating whether there are any Events of Default thereunder and specifying the nature of such Events of Default. As of the date hereof, Mortgagor has ensured that any notice requirements of the Ground Lease with respect to leasehold mortgagees as set forth in the Ground Lease have been satisfied with respect to Mortgagee and Mortgagor represents to Mortgagee that Mortgagee is a "Permitted Mortgagee" and the "Senior Permitted Mortgagee," each as defined in the Ground Lease. k) Proof of Payment and Performance. Mortgagor shall furnish Mortgagee within ten (10) days of the request therefor: (i) proof of payment of all items which are required to be paid by Mortgagor pursuant to the Ground Lease and (ii) any and all information with respect to the Ground Lease that Mortgagee may reasonably request concerning Mortgagor's and/or Ground Lessor's performance under, and compliance with, the terms and conditions thereof. 1) No Amendment, Modification, Termination, Subordination of Ground Lease. Without the express prior written consent of Mortgagee in each instance, Mortgagor shall not, either orally or in writing: (i) modify, amend, supplement, alter, or change the Ground Lease; (ii) terminate or cancel the Ground Lease or otherwise surrender all or any portion of Mortgagor's leasehold estate and interest under the Ground Lease; (iii) assign, transfer, or sublease all or any portion of Mortgagor's leasehold estate and interest under the Ground Lease, except for Leases of residential units in the Improvements in compliance with all Permitted Encumbrances or (iv) cause, agree to, or permit or suffer to occur any subordination, or consent to the subordination of, the Ground Lease to any mortgage, deed of trust or other lien encumbering (or which may thereafter encumber) Ground Lessor's fee interest in the Land or other real estate demised to Mortgagor under the Ground Lease (other than a subordination or consent to subordination expressly required by the terms and conditions of the Ground Lease). Without limiting the generality of the foregoing, Mortgagee's consent to any modification, amendment, supplement, alteration, sublease, transfer, or assignment respecting the Ground Lease on any one occasion shall not be deemed or construed to constitute a waiver of Mortgagee's right to require consent to any other or further, future, or successive modification, amendment, supplement, alteration, alteration, sublease, transfer, or assignment thereof. Further, to the extent that Ground Lessor requests that Mortgagor take (or refrain from taking) any material action under or with respect to the Ground Lease (for which the consent or approval by Mortgagor is required under the Ground Lease and Ground Lessor has requested Mortgagor's consent or approval), Mortgagor shall provide Mortgagee with prompt written notice of such request and shall not provide such consent or approval without the express prior written consent of Mortgagee in each instance. m) Proceeds of Casualty or Condemnation. Without Mortgagee's express prior written consent in each instance, Mortgagor shall not agree with Ground Lessor to disburse Vista Breeze Mortgage 17 any proceeds of any casualty or condemnation contrary to the provisions of this Mortgage and the other Loan Documents. n) Cure of Default. Mortgagee shall have the right, but not the obligation, to take any actions reasonably necessary to cure any Event of Default (after the expiration of all applicable notice and cure periods) by Mortgagor under the Ground Lease with respect to the Land within the time provided by the terms of the Ground Lease for such purpose. Mortgagor shall execute and deliver, on request of Mortgagee, such instruments as Mortgagee may reasonably request and deem useful or required to permit Mortgagee to cure any default under the Ground Lease or permit Mortgagee to take such other action as Mortgagee considers desirable to cure or remedy the matter in default and preserve the interest of Mortgagee in the Property. Upon receipt by Mortgagee from Ground Lessor of any written notice of default by Mortgagor under the Ground Lease with respect to the Land, Mortgagee may rely thereon and, whether or not such notice or notice of default constitutes an Event of Default hereunder or under any other Loan Document, take any and all action deemed necessary by Mortgagee to prevent or cure such default, notwithstanding that the occurrence of such default may be disputed by Mortgagor. Without limiting the rights and remedies of Mortgagee pursuant to this Mortgage, in exercising its rights to prevent or to cure any such default with respect to the Land under the Ground Lease: (i) Mortgagee shall have the absolute and immediate right to enter in and upon the Property or any part thereof as, when, and to the extent determined necessary or appropriate by Mortgagee and without Mortgagee being deemed or construed to be a mortgagee in possession and (ii) Mortgagee may pay and expend such sums of money as Mortgagee in its sole but reasonable determination deems appropriate (which sums shall automatically constitute Obligations immediately upon payment by Mortgagee), and Mortgagor hereby agree to pay to Mortgagee within two (2) Business Days after demand, all such sums so paid and expended by Mortgagee, together with interest thereon at the default rate provided in the Note. Notwithstanding anything herein or in the Loan Documents to the contrary, Mortgagor shall have three (3) Business Days less than is provided under the Ground Lease to cure defaults under the Ground Lease so that if Mortgagor fails to cure such default, Mortgagee has time to cure the same. o) Arbitration or other Dispute Resolution under Ground Lease. Mortgagor shall promptly notify Mortgagee in writing of any request that any party to the Ground Lease makes for any arbitration or other dispute resolution procedure pursuant to the Ground Lease and of the institution of any such arbitration or dispute resolution. Mortgagor hereby authorizes Mortgagee, if a Default shall then exist, to participate, to the exclusion of Mortgagor, in any such arbitration or dispute resolution. To the extent that Mortgagor is entitled to participate in any such arbitration or dispute resolution hereunder and under the other Loan Documents, Mortgagor hereby agrees that it shall promptly deliver to Mortgagee a copy of the determination of each such arbitration or dispute resolution mechanism and shall at all times keep Mortgagee apprised with respect to the status of such arbitration or dispute resolution. p) Authority to Act on Behalf of Mortgagor. During the continuance of a Default hereunder, Mortgagor hereby authorizes Mortgagee, at Mortgagee's sole option and in its sole and exclusive discretion from time to time: (i) to pay any and all rental Vista Breeze Mortgage 18 payments or similar sums to be paid by Mortgagor with respect to the Land, payment of which are then due and payable under the Ground Lease, with interest and penalties thereon if charged by Ground Lessor under the Ground Lease and (ii) to incur and pay all sums reasonably necessary to protect Mortgagee's rights hereunder and under the Ground Lease. Such sums shall automatically constitute Obligations immediately upon payment by Mortgagee and Mortgagor hereby agrees to pay to Mortgagee within two (2) Business Days after demand, all such sums so paid and expended by Mortgagee, together with interest thereon at the default rate provided in the Note. q) Attorney -in -Fact. Mortgagor hereby irrevocably constitutes and appoints Mortgagee and any officer or agent of Mortgagee, with full power of substitution, as its true and lawful attorney -in -fact, coupled with an interest, with full irrevocable power and authority in the place and stead of Mortgagor or in Mortgagor's own name to exercise all rights, remedies, powers, privileges, and discretions of Mortgagor with respect to the Land under the Ground Lease (to be exercised by Mortgagee upon the occurrence and during the continuance of a Default) and otherwise to carry out the purposes of this Mortgage and the exercise of Mortgagee's rights and remedies hereunder. The foregoing appointment is irrevocable and continuing and such rights, powers and privileges shall be exclusive in Mortgagee, its successors and assigns, so long as such Default remains uncured by Mortgagor. r) Early Termination of Ground Lease; Mortgagor's Continued Obligations. If the Ground Lease is for any reason terminated prior to the natural expiration of its term, and if, pursuant to any provision of the Ground Lease or otherwise, Mortgagee or its designee shall acquire from Ground Lessor thereunder a new or replacement ground lease of the Land and other Real Property, or otherwise relating to the Property, Mortgagor shall have no right, title or interest in or to such new or replacement ground lease or the leasehold estate created thereby, or any proceeds or income arising from the leasehold estate under such new or replacement ground lease, including, without limitation, on account of any sale or other disposition thereof. Neither the execution and delivery of any such new or replacement ground lease, nor any release or forbearance by Ground Lessor of Mortgagor's obligations under the Ground Lease shall release or otherwise affect Mortgagor's continued obligations under this Mortgage, including, without limitation, all covenants of Mortgagor hereunder with respect to the timely payment of all rent under the Ground Lease and the performance of all terms, provisions, covenants, conditions, and agreements contained in the Ground Lease to be kept, performed and complied with by Mortgagor as provided therein. (B) Treatment of Ground Lease in Bankruptcy of Ground Lessor. a) Rejection or Affirmation of Ground Lease. If Ground Lessor rejects or disaffirms, or seeks or purports to reject or disaffirm, the Ground Lease pursuant to any Debtor Relief Law, then Mortgagor shall not exercise the 365(h) Election without the express prior written consent of Mortgagee. To the extent permitted by Law, Mortgagor shall not suffer, permit, or consent to the termination (and/or any rejection or disaffirmance) of the Ground Lease pursuant to the Debtor Relief Law without Mortgagee's express prior written consent. Mortgagor acknowledges and agrees that Vista Breeze Mortgage 19 because the Ground Lease is a primary element of Mortgagee's security for the Obligations secured hereunder, it is not anticipated that Mortgagee would consent to termination of any Ground Lease. Accordingly, if Mortgagor makes any 365(h) Election in violation of this Mortgage, then such 365(h) Election shall be void and of no force or effect. b) 365(h)Election. To the extent permitted by Law, Mortgagor hereby assigns to Mortgagee the 365(h) Election with respect to the Ground Lease until the Obligations secured hereunder has been indefeasibly paid and satisfied in full. Mortgagor acknowledges and agrees that the foregoing assignment of the 365(h) Election and related rights is one of the rights that Mortgagee may use at any time to protect and preserve Mortgagee's other rights and interests under this Mortgage. Mortgagor further acknowledges that exercise of the 365(h) Election by Mortgagor in favor of terminating the Ground Lease would constitute waste prohibited by this Mortgage. Mortgagor acknowledges and agrees that the 365(h) Election is in the nature of a remedy available to Mortgagor under the Ground Lease , and is not a property interest that Mortgagor can separate from the Ground Lease as to which it arises. Therefore, Mortgagor agrees and acknowledges that exercise of the 365(h) Election in favor of preserving the right to possession under the Ground Lease shall not be deemed to constitute Mortgagee's taking or sale of the Land and other Real Property (or any element thereof) and shall not entitle Mortgagor to any credit against the Obligations secured hereunder or otherwise impair Mortgagee's remedies. Without limiting the generality of the foregoing, Mortgagor acknowledges and agrees that, in the event that the 365(h) Election is exercised in favor of Mortgagor remaining in possession, then Mortgagor's resulting right to possession and use of the Property (and the rents, issues and profits therefrom), as adjusted by the effect of Section 365 of the Bankruptcy Code, shall then be subject to the lien and encumbrance of this Mortgage; provided, however, Mortgagor acknowledges and agrees that such right to possession and use of the Property as so adjusted is not equivalent to Mortgagor's leasehold estate under the Ground Lease as of the date hereof. Accordingly, and without limiting the provisions of Article VI — (Events of Default) herein, Mortgagor acknowledges and agrees that the rejection of the Ground Lease under the Bankruptcy Code shall constitute a Default under this Mortgage if such rejection shall reasonably result in material impairment to the value of the Property and shall entitle Mortgagee to exercise all rights and remedies provided for in this Mortgage or the other Loan Documents in the event of the occurrence of a Default. c) Lien on Occupancy Rights. Mortgagor acknowledges that if the 365(h) Election is exercised in favor of Mortgagor's remaining in possession under the Ground Lease, then Mortgagor's resulting occupancy rights, as adjusted by the effect of Section 365 of the Bankruptcy Code, shall then be part of the Property and shall be subject to the lien of this Mortgage. d) Rejection of Lease by Ground Lessor. If Ground Lessor rejects or disaffirms any Ground Lease or purports or seeks to disaffirm such Ground Lease pursuant to any Debtor Relief Law, then: Vista Breeze Mortgage I. To the fullest extent not prohibited by applicable Law, Mortgagor shall remain in possession of the Property demised under the Ground Lease and 20 shall perform all acts reasonably necessary for Mortgagor to remain in such possession for the unexpired term of the Ground Lease (including all renewals), whether the then existing terms and provisions of the Ground Lease require such acts or otherwise; and II. All the terms and provisions of this Mortgage and the lien created by this Mortgage shall remain in full force and effect and shall extend automatically to all of Mortgagor's rights and remedies arising at any time under, or pursuant to, Section 365(h) of the Bankruptcy Code, including all of Mortgagor's rights to remain in possession of the Property. e) Offset by Mortgagor. If pursuant to Section 365(h)(1)(B) of the Bankruptcy Code or any other similar Debtor Relief Law, Mortgagor seeks to offset against any rent under the Ground Lease the amount of any Lease Damage Claim, then Mortgagor shall notify Mortgagee of its intent to do so at least twenty (20) days before effecting such offset. Such notice shall set forth the amounts proposed to be so offset and the basis for such offset. If Mortgagee reasonably objects to all or any part of such offset, then Mortgagor shall not effect any offset of the amounts to which Mortgagee reasonably objects. If Mortgagee approves such offset, then Mortgagor may effect such offset as set forth in Mortgagor's notice. Neither Mortgagee's failure to object, nor any objection or other communication between Mortgagee and Mortgagor that relates to such offset, shall constitute Mortgagee's approval of any such offset. Mortgagor shall indemnify Mortgagee against any offset against the rent reserved in any Lease. f) Ground Lessor's Sale of Property. In connection with any Insolvency Proceeding, Mortgagor, upon learning that Ground Lessor intends to conduct a sale of the Property, shall immediately notify Mortgagee of such intention and, to the fullest extent not prohibited by applicable Law, Mortgagor shall timely file any and all objections, pleadings, and notices contesting and objecting to Ground Lessor's intention to sell the Property, whether such sale is pursuant to Section 363 of the Bankruptcy Code or any other Debtor Relief Law. g) Notice of Bankruptcy. Mortgagor, upon learning of any Insolvency Proceeding with respect to Ground Lessor, shall immediately notify Mortgagee of such Insolvency Proceeding, including using good faith efforts to provide all relevant information pertaining thereto, including jurisdiction, case number, and relevant case information. Mortgagor, upon learning of any actions by Ground Lessor to sell, encumber, or otherwise effect the Property, or terminate, reject, disaffirm or assign the Ground Lease, shall promptly notify Mortgagee, including using good faith efforts to provide Mortgagee with copies of any and all notices and pleadings filed in connection with the foregoing. Vista Breeze Mortgage 21 Article IV Affirmative Covenants. Section 4.1 Obligations. Mortgagor agrees to promptly pay and perform all of the Obligations, time being of the essence in each case. Section 4.2 Property Assessments; Documentary Taxes. Mortgagor (a) will promptly pay in full and discharge all Property Assessments, and (b) will furnish to Mortgagee, upon demand, the receipted bills for such Property Assessments prior to the day upon which the same shall become delinquent. Property Assessments shall be considered delinquent as of the first day any interest or penalty commences to accrue thereon. Mortgagor will promptly pay all applicable stamp, documentary, recordation, transfer and intangible taxes and all other taxes that may from time to time be required to be paid with respect to the Loan, the Note, this Mortgage or any of the other Loan Documents. Section 4.3 Permitted Contests. Mortgagor shall not be required to pay any of the Property Assessments, or to comply with any Law, so long as Mortgagor shall in good faith, and at its cost and expense, contest the amount or validity thereof, or take other appropriate action with respect thereto, in good faith and in an appropriate manner or by appropriate proceedings; provided that (a) such proceedings operate to prevent the collection of, or other realization upon, such Property Assessments or enforcement of the Law so contested, (b) there will be no sale, forfeiture or loss of the Property during the contest, (c) Mortgagee or the Property is not subject to any Claim as a result of such contest, and (d) Mortgagor provides assurances satisfactory to Mortgagee (including the establishment of an appropriate reserve account with Mortgagee, or if required by the taxing authority, then establishment of escrow with the taxing authority) of its ability to pay such Property Assessments or comply with such Law in the event Mortgagor is unsuccessful in its contest. Each such contest shall be promptly prosecuted to final conclusion or settlement, and Mortgagor shall indemnify and save Mortgagee harmless against all Claims in connection therewith. Promptly after the settlement or conclusion of such contest or action, Mortgagor shall comply with such Law and/or pay and discharge the amounts which shall be levied, assessed or imposed or determined to be payable, together with all penalties, fines, interests, costs and expenses in connection therewith. Section 4.4 Compliance with Laws. Mortgagor will comply with and not violate, and cause to be complied with and not violated, all present and future Laws applicable to the Property and its use and operation. Section 4.5 Maintenance and Repair of the Property_. Mortgagor, at Mortgagor's sole expense, will (a) keep and maintain Improvements and Accessories in good condition, working order and repair, (b) make all necessary or appropriate repairs and Additions to Improvements and Accessories, so that each part of the Improvements and all of the Accessories shall at all times be in good condition and fit and proper for the respective Vista Breeze Mortgage 22 purposes for which they were originally intended, erected, or installed, and (c) commit or permit no waste. Section 4.6 Additions to Security. All right, title and interest of Mortgagor in and to all Improvements and Additions hereafter constructed or placed on the Property and in and to any Accessories hereafter acquired shall, without any further mortgage, conveyance, assignment or other act by Mortgagor, become subject to the Lien of this Mortgage as fully and completely, and with the same effect, as though now owned by Mortgagor and specifically described in the granting clauses hereof. Mortgagor agrees, however, to execute and deliver to Mortgagee such further documents as may be required by the terms of the Loan Agreement and the other Loan Documents. Section 4.7 Subrogation. To the extent permitted by Law, Mortgagee shall be subrogated, notwithstanding its release of record, to any Lien now or hereafter existing on the Property to the extent that such Lien is paid or discharged by Mortgagee whether or not from the proceeds of the Loan. This Section 4.7 shall not be deemed or construed, however, to obligate Mortgagee to pay or discharge any Lien. Section 4.8 Leases. (a) Except as expressly permitted in the Loan Agreement and Construction Disbursement Agreement, Mortgagor shall not enter into any Lease with respect to all or any portion of the Property without the prior written consent of Mortgagee. (b) Mortgagee shall not be obligated to perform or discharge any obligation of Mortgagor under any Lease. The assignment of Leases provided for in this Mortgage in no manner places on Mortgagee any responsibility for (i) the control, care, management or repair of the Property, (ii) the carrying out of any of the terms and conditions of the Leases, (iii) any waste committed on the Property, or (iv) any dangerous or defective condition on the Property (whether known or unknown). (c) No approval of any Lease by Mortgagee shall be for any purpose other than to protect Mortgagee's security and to preserve Mortgagee's rights under the Loan Documents, and no such approval shall result in a waiver of a Default or Event of Default. Article V Negative Covenants. Section 5.1 Encumbrances. Mortgagor will not permit any of the Property to become subject to any Encumbrance other than the Permitted Encumbrances. Within thirty (30) days after the filing of any mechanic's lien or other Lien or Encumbrance against the Property, Mortgagor will promptly discharge the same by payment or filing a bond or otherwise as permitted by Law. So long as Mortgagee's security has been protected by the filing of a bond or otherwise in a manner satisfactory to Mortgagee in its sole and absolute discretion, Mortgagor shall have the right to contest in good faith any Claim, Vista Breeze Mortgage 23 Lien or Encumbrance, provided that Mortgagor does so diligently and without prejudice to Mortgagee or delay in completing construction of the Improvements. Mortgagor shall give Mortgagee Notice of any default under any Lien and Notice of any foreclosure or threat of foreclosure with respect to any of the Property. Mortgagor agrees that it shall indemnify and hold Mortgagee harmless against any loss or liability, cost or expense, including any judgments, attorneys' fees and costs, costs of appeal bonds and printing costs, arising out of or relating to any proceeding instituted by any claimant alleging priority over the lien of this Mortgage. Section 5.2 Transfer of the Property. Mortgagor will not Transfer, or contract to Transfer, all or any part of the Property or any legal or beneficial interest therein (except for certain Transfers of the Accessories expressly permitted in this Mortgage). Except as provided in Section 5.5 of the Construction Disbursement Agreement, the Transfer of the partnership interests in Mortgagor (whether in one or more transactions during the term of the Loan) shall be deemed to be a prohibited Transfer of the Property. Section 5.3 Removal, Demolition or Alteration of Accessories and Improvements. Except to the extent permitted by the following sentence, no Improvements or Accessories shall be removed, demolished or materially altered without the prior written consent of Mortgagee. Mortgagor may remove and dispose of, free from the Lien of this Mortgage, such Accessories as from time to time become worn out or obsolete or as otherwise contemplated in the Plans and Specifications, provided that, either (a) at the time of, or prior to, such removal, any such Accessories are replaced with other Accessories which are free from Liens other than Permitted Encumbrances and have a value at least equal to that of the replaced Accessories (and by such removal and replacement Mortgagor shall be deemed to have subjected such Accessories to the Lien of this Mortgage), or (b) so long as a prepayment may be made without the imposition of any premium pursuant to the Note, such Accessories are sold at fair market value for cash and the net cash proceeds received from such disposition are paid over promptly to Mortgagee to be applied to the prepayment of the principal of the Loan. Section 5.4 Additional Improvements. Mortgagor will not construct any Improvements other than those presently on the Land and those described in the Loan Agreement and Construction Disbursement Agreement without the prior written consent of Mortgagee, which consent shall not be unreasonably withheld. Mortgagor will complete and pay for, within a reasonable time, any Improvements which Mortgagor is permitted to construct on the Land. Mortgagor will construct and erect any permitted Improvements (a) strictly in accordance with all applicable Laws and any private restrictive covenants, (b) entirely on lots or parcels of the Land, (c) so as not to encroach upon any easement or right of way or upon the land of others, and (d) wholly within any building restriction and setback lines applicable to the Land. Section 5.5 Restrictive Covenants, Zoning, etc. Without the prior written consent of Mortgagee, Mortgagor will not initiate, join in, or consent to any change in, any restrictive covenant, easement, zoning ordinance, or other public or Vista Breeze Mortgage 24 private restrictions limiting or defining the uses which may be made of the Property. Mortgagor (a) will promptly perform and observe, and cause to be performed and observed, all of the terms and conditions of all agreements affecting the Property, and (b) will do or cause to be done all things necessary to preserve intact and unimpaired any and all easements, appurtenances and other interests and rights in favor of, or constituting any portion of, the Property. Article VI Events of Default. The occurrence or happening, from time to time, of any one or more of the following shall constitute an Event of Default under this Mortgage: Section 6.1 Payment Obligations. Subject to any applicable notice, grace, or cure periods, Mortgagor fails to pay any of the Obligations when due, whether on the scheduled due date or upon acceleration, maturity or otherwise. Section 6.2 Transfers. Mortgagor Transfers, or contracts to Transfer, all or any part of the Property or any legal or beneficial interest therein (except for Transfers of the Accessories expressly permitted under this Mortgage). Except as provided in Section 5.5 of the Construction Disbursement Agreement, the Transfer of the partnership interests in Mortgagor (whether in one or more transactions during the term of the Loan) shall be deemed to be a prohibited Transfer of the Property constituting an Event of Default. Section 6.3 Other Obligations. Mortgagor fails to promptly perform or comply with any of the Obligations set forth in this Mortgage (other than those expressly described in other Sections of this Article), and such failure continues uncured for a period of thirty (30) days after Notice from Mortgagee to Mortgagor, unless (a) such failure, by its nature, is not capable of being cured within such period, and (b) within such period, Mortgagor commences to cure such failure and thereafter diligently prosecutes the cure thereof, and (c) Mortgagor causes such failure to be cured no later than ninety (90) days after the date of such Notice from Mortgagee. Section 6.4 Event of Default Under Other Loan Documents. An Event of Default (as defined therein) occurs under the Note, or the Loan Agreement, or Mortgagor fails to promptly pay, perform, observe or comply with any obligation or agreement contained in any of the other Loan Documents (within any applicable grace or cure period). Section 6.5 Change in Zoning or Public Restriction. Any change in any zoning ordinance or regulation or any other public restriction is enacted, adopted or implemented that limits or defines the uses which may be made of the Property such Vista Breeze Mortgage ►41 that the present or intended use of the Property, as specified in the Loan Documents, would be in violation of such zoning ordinance or regulation or public restriction, as changed. Section 6.6 Default Under Leases. Mortgagor fails duly to perform its obligations under any Lease, and such failure is not cured within the grace period, if any, provided in the Lease. Section 6.7 Default Under Other Lien Documents. A default occurs under any other mortgage, deed of trust, or security agreement covering the Property, including any Permitted Encumbrances, which is not cured within any applicable notice, grace or cure period. Section 6.8 Execution; Attachment. Any execution or attachment is levied against any of the Property, and such execution or attachment is not set aside, discharged or stayed within thirty (30) days after the same is levied. Section 6.9 Notice Limiting Future Advances. If Mortgagor, pursuant to Florida Statutes 697.04 (1) (b), as amended from time to time, files for record a notice limiting the maximum amount which may be secured by this Mortgage. Section 6.10 Investor Limited Partner Cure Rights. Notwithstanding anything to the contrary contained in the Loan Documents, Mortgagee hereby agrees that Mortgagor's Investor Limited Partner shall have the right, but not the obligation, to cure any defaults of the Mortgagor hereunder and under any of the Loan Documents, and the Mortgagee agrees to accept cures tendered by Investor Limited Partner on behalf of the Mortgagor within the applicable cure periods set forth herein and therein. Section 6.11 Default Under Ground Lease; Termination; Rejection. The occurrence of: (i) any default or Event of Default (after the expiration of all applicable notice and cure periods) with respect to the Land under the terms and conditions of the Ground Lease; (ii) any termination or attempted termination of the Ground Lease; and/or (iii) the rejection of the Ground Lease under the Bankruptcy Code, as provided in Section 3.7 hereof. Article VII Rights and Remedies. Upon the happening of any Event of Default, Mortgagee shall have the right, in addition to any other rights or remedies available to Mortgagee under any of the Loan Documents, applicable Law, or equity to exercise any one or more of the following rights, powers or remedies: Vista Breeze Mortgage 26 Section 7.1 Acceleration. Mortgagee may accelerate any or all (as determined by Mortgagee in its sole discretion) of the Obligations, whereupon such Obligations shall become immediately due and payable, and Mortgagee may also terminate any Hedge Agreement and such Hedge Agreement shall immediately terminate, all of the foregoing without notice of default, notice of acceleration or intention to accelerate, presentment or demand for payment, protest, notice of protest, notice of nonpayment or dishonor, or notices or demands of any kind or character (all of which are hereby expressly waived by Mortgagor). Section 7.2 Mortgagee's Right to Enter and Take Possession, Operate and Apply Income. (a) Mortgagee may demand that Mortgagor surrender the actual possession of the Property and upon such demand, Mortgagor shall forthwith surrender same to Mortgagee and, to the extent permitted by law, Mortgagee itself, or by such officers or agents as it may appoint, may enter and take possession of all of the Property and may exclude Mortgagor and its agents and employees wholly therefrom. (b) If Mortgagor shall for any reason fail to surrender or deliver the Property or any part thereof after Mortgagee's demand, Mortgagee may obtain a judgment or order conferring on Mortgagee the right to immediate possession or requiring the Mortgagor to deliver immediate possession to Mortgagee, to the entry of which judgment or decree the Mortgagor hereby specifically consents. (c) Mortgagee may from time to time: (A) continue and complete construction of, hold, store, use, operate, manage and control the Property and conduct the business thereof; (B) make all reasonably necessary maintenance, repairs, renewals, replacements, additions, betterments and improvements thereto and thereon and purchase or otherwise acquire additional Personalty; (C) insure or keep the Property insured; (D) exercise all the rights and powers of the Mortgagor in its name or otherwise with respect to the same; and (E) enter into agreements with others (including new Leases or amendments, extensions, or cancellations to existing Leases) all as Mortgagee from time to time may determine in its sole discretion. Mortgagor hereby constitutes and irrevocably appoints Mortgagee its true and lawful attorney -in -fact, which appointment is coupled with an interest, with full power of substitution, and empowers said attorney or attorneys in the name of Mortgagor, but at the option of said attorney -in -fact, to do any and all acts and execute any and all agreements that Mortgagee may deem necessary or proper to implement and perform any and all of the foregoing. (d) The Mortgagee may, with or without taking possession of the Property as hereinabove provided, collect and receive all the Rents therefrom, including those past due as well as those accruing thereafter, and shall apply the monies so received first, to the payment of all costs and expenses (including costs of arbitration, reasonable attorneys' fees and expenses) incurred by Mortgagee and its agents in connection with the collection of same, whether or not in possession of the Property, and second, in such order as Mortgagee may elect, to the payment of the Obligations. Vista Breeze Mortgage 27 Section 7.3 Proceedings To Recover Sums Due. (a) If any installment or part of any Obligation shall fail to be paid when due, Mortgagee shall be entitled to sue for and to recover judgment against the Mortgagor for the amount so due and unpaid together with all costs and expenses (including costs of arbitration, reasonable attorneys' fees and expenses) incurred by Mortgagee in connection with such proceeding, together with interest thereon at the default rate under the Note from the date incurred by Mortgagee. Any such judgment against the Mortgagor shall bear interest at the maximum rate permitted by Law. All such costs and expenses shall be secured by this Mortgage and shall be due and payable by Mortgagor immediately. (b) If Mortgagor shall fail to pay upon the Mortgagee's demand, after acceleration as provided herein, all of the unpaid Obligations, together with all accrued interest thereon, Mortgagee shall be entitled to sue for and to recover judgment against the Mortgagor for the entire amount so due and unpaid together with all costs and expenses (including costs of arbitration, reasonable attorneys' fees and expenses) incurred by Mortgagee in connection with such proceeding, together with interest thereon at the default rate under the Note from the date incurred by Mortgagee. Any such judgment against the Mortgagor shall bear interest at the maximum rate permitted by Law. All such costs and expenses shall be secured by this Mortgage and shall be payable by Mortgagor immediately. Mortgagee's right under this Subsection may be exercised by Mortgagee either before, after or during the pendency of any proceedings for the enforcement of this Mortgage, including appellate proceedings. (c) No recovery of any judgment as provided in Subsections (a) and (b) above and no attachment or levy of any execution upon any of the Property or any other property shall in any way affect. the lien of this Mortgage upon the Property or any part thereof, or any lien, rights, powers, or remedies of Mortgagee hereunder, but such lien, rights, powers and remedies shall continue unimpaired as before. Section 7.4 Foreclosure. (a) Mortgagee may institute proceedings for the partial or complete foreclosure of this Mortgage and Mortgagee may, pursuant to any final judgment of foreclosure, sell the Property as an entirety or in separate lots, units, or parcels. (b) In case of a foreclosure sale of all or any part of the Property, the proceeds of sale shall be applied in accordance with Section 7.14 hereof, and the Mortgagee shall be entitled to seek a deficiency judgment against the Mortgagor to enforce payment of any and all Obligations then remaining due and unpaid, together with interest thereon, and to recover a judgment against the Mortgagor therefor, which judgment shall bear interest at the maximum rate permitted by Law. (c) The Mortgagee is authorized to foreclose this Mortgage subject to the rights of any tenants of the Property, or Mortgagee may elect which tenants Mortgagee desires to name as parties defendant in such foreclosure and failure to make any such tenants parties defendant to any such foreclosure proceedings and to foreclose their rights will not be, nor be asserted by the Mortgagor to be, a defense to any proceedings instituted by the Mortgagee to collect the unpaid Obligations or to collect any deficiency remaining unpaid after the foreclosure sale of the Property. Vista Breeze Mortgage 28 Section 7.5 Receiver. Mortgagee may apply to any court of competent jurisdiction to have a receiver appointed to enter upon and take possession of the Property, collect the Rents therefrom and apply the same as the court may direct, such receiver to have all of the rights and powers permitted under the Laws of the State. The right of the appointment of such receiver shall be a matter of strict right without regard to the value or the occupancy of the Property or the solvency or insolvency of Mortgagor. The expenses, including receiver's fees, attorneys' fees, costs and agent's commission incurred pursuant to the powers herein contained, together with interest thereon at the default rate under the Note, shall be secured hereby and shall be due and payable by Mortgagor immediately without notice or demand. Notwithstanding the appointment of any receiver or other custodian, Mortgagee shall be entitled as pledgee to the possession and control of any cash or deposits at the time held by, payable, or deliverable under the terms of this Mortgage to the Mortgagee, and the Mortgagee shall have the right to offset the unpaid Obligations against any such cash or deposits in such order as Mortgagee may elect. Section 7.6 Remedies as to Personalty. Mortgagee may exercise any or all of its rights and remedies under the Uniform Commercial Code as adopted by the State as in effect from time to time, (or under the Uniform Commercial Code in force from time to time in any other state to the extent the same is applicable Law) or other applicable Law as well as all other rights and remedies possessed by Mortgagee, all of which shall be cumulative. Mortgagee is hereby authorized and empowered to enter the Property or other place where the Personalty may be located without legal process, and to take possession of the Personalty without notice or demand, which hereby are waived to the maximum extent permitted by the Laws of the State. Upon demand by Mortgagee, Mortgagor shall make the Personalty available to Mortgagee at a place reasonably convenient to Mortgagee. Mortgagee may sell at one or more public or private sales and for such price as Mortgagee may deem commercially reasonable, any and all of the Personalty secured by this Mortgage, and any other security or property held by Mortgagee and Mortgagee may be the purchaser of any or all of the Personalty. Section 7.7 Other. Mortgagee may institute and maintain any suits and proceedings as the Mortgagee may deem advisable (i) to prevent any impairment of the Property by any acts which may be unlawful or in violation of this Mortgage, (ii) to preserve or protect its interest in the Property, and (iii) to restrain the enforcement of or compliance with any Laws that may be unconstitutional or otherwise invalid, if the enforcement of or compliance with such Laws might impair the security hereunder or be prejudicial to the Mortgagee's interest. Section 7.8 Remedies Cumulative and Concurrent. No right, power or remedy of Mortgagee as provided in the Note, this Mortgage or the other Loan Documents is intended to be exclusive of any other right, power, or remedy of Mortgagee, but each and every such right, power and remedy shall be cumulative and concurrent and in addition to any other right, power or remedy available to Mortgagee now or hereafter existing at law or in equity and may be pursued separately, successively or together against Vista Breeze Mortgage 3i Mortgagor, any guarantor, or any endorser, co -maker, or surety of the Obligations, or the Property or any part thereof, or any one or more of them, at the sole discretion of Mortgagee. The failure of Mortgagee to exercise any such right, power or remedy shall in no event be construed as a waiver or release thereof. Section 7.9 Waiver, Delay or Omission. No waiver of any Event of Default hereunder shall extend to or affect any subsequent or any other Event of Default then existing, or impair any rights, powers or remedies consequent thereon, and no delay or omission of Mortgagee to exercise any right, power or remedy shall be construed to waive any such Event of Default or to constitute acquiescence therein. Section 7.10 Credit of Mortgagee. To the maximum extent permitted by the Laws of the State, upon any sale made under or by virtue of this Article, Mortgagee may bid for and acquire the Property, or any part thereof, and in lieu of paying cash therefor may apply to the purchase price, any portion of or all of the unpaid Obligations in such order as Mortgagee may elect. Section 7.11 Sale. Any sale or sales made under or by virtue of this Article shall operate to divest all the estate, right, title, interest, claim and demand whatsoever at law or in equity, of the Mortgagor and all Persons, except tenants pursuant to Leases approved by Mortgagee, claiming by, through or under Mortgagor in and to the properties and rights so sold, whether sold to Mortgagee or to others. Section 7.12 Proofs of Claim. In the case of any receivership, insolvency, bankruptcy, reorganization, arrangement, adjustment, composition, seizure of the Property by any Governmental Authority, or other judicial proceedings affecting the Mortgagor, any guarantor, any endorser, co -maker, or surety of the Obligations, or any of their respective properties, the Mortgagee, to the extent permitted by law, shall be entitled to file such proofs of claim and other documents as may be necessary or advisable in order to have its claim allowed in such proceedings for the entire unpaid Obligations at the date of the institution of such proceedings, and for any additional amounts which may become due and payable after such date. Section 7.13 Waiver of Redemption, Notice, Marshaling, Etc. Mortgagor hereby waives and releases, for itself and anyone claiming through, by, or under it, to the maximum extent permitted by the Laws of the State: (a) all benefit that might accrue to Mortgagor by virtue of any present or future Law exempting the Property, or any part of the proceeds arising from any sale thereof, from attachment, levy or sale on execution, or providing for any appraisement, valuation, stay of execution, exemption from civil process, redemption or extension of time for payment, Vista Breeze Mortgage 30 (b) unless specifically required herein, all notices of default, or Mortgagee's actual exercise of any option or remedy under the Loan Documents, or otherwise, and (c) any right to have the Property marshaled. Section 7.14 Application of Proceeds. The proceeds of any sale of all or any portion of the Property shall be applied by Mortgagee first, to the payment of receiver's fees and expenses, if any, and to the payment of all costs and expenses (including reasonable attorneys' fees and expenses) incurred by Mortgagee, together with interest thereon at the default rate under the Note from the date so incurred, in connection with any entry, action or proceeding under this Article, and second, in such order as Mortgagee may elect, to the payment of the Obligations. Mortgagor shall be and remain liable to Mortgagee for any difference between the net proceeds of sale and the amount of the Obligations until all of the Obligations have been paid in full. Section 7.15 Discontinuance of Proceedings. If Mortgagee shall have proceeded to enforce any right under any Loan Document and such proceedings shall have been discontinued or abandoned for any reason, then except as may be provided in any written agreement between Mortgagor and Mortgagee providing for the discontinuance or abandonment of such proceedings, Mortgagor and Mortgagee shall be restored to their former positions and the rights, remedies and powers of Mortgagee shall continue as if no such proceedings had been instituted. Section 7.16 Mortgagee's Actions. Mortgagee may, at any time without notice to any Person and without consideration, do or refrain from doing any or all of the following actions, and neither the Mortgagor, any guarantor, endorser, co -maker, or surety of the Obligations, nor any other Person (hereinafter in this Section 7.16 collectively referred to as the "Obligor") now or hereafter liable for the payment and performance of the Obligations shall be relieved from the payment and performance thereof, unless specifically released in writing by Mortgagee: (a) renew, extend or modify the terms of the Note, this Mortgage, and the other Loan Documents, or any of them; (b) forbear or extend the time for the payment or performance of any or all of the Obligations; (c) apply payments by any Obligor to the reduction of the unpaid Obligations in such manner, in such amounts, and at such times and in such order and priority as Mortgagee may see fit; (d) release any Obligor; (e) substitute or release in whole or in part the Property or any other collateral or any portion thereof now or hereafter held as security for the Obligations without affecting, disturbing or impairing in any manner whatsoever the validity and priority of the lien of this Mortgage upon the Property which is not released or substituted, or the validity and priority of any security interest of the Mortgagee in such other collateral which is not released or substituted; (f) subordinate the lien of this Mortgage or the lien of any other security interest in any other collateral now or hereafter held as security for the Obligations; (g) join in the execution of a plat or replat of the Land (provided, however, notwithstanding the foregoing, Mortgagee will join in such plat or replat of the Land so long as such plat or replat is acceptable to Mortgagee); (h) join in and consent to the filing of a declaration of condominium or declaration of restrictive covenants regarding all or any part of the Vista Breeze Mortgage 31 Land; (i) consent to the granting of any easement on the Land; and 0) generally deal with any Obligor or any other party as Mortgagee may see fit. Section 7.17 Other Remedies. Mortgagee shall have the right from time to time to protect, exercise and enforce any legal or equitable remedy against Mortgagor provided under the Loan Documents or by applicable Laws. Article VIII Miscellaneous. Section 8.1 Rights, Powers and Remedies Cumulative. Each right, power and remedy of Mortgagee as provided for in this Mortgage, or in any of the other Loan Documents or now or hereafter existing by Law, shall be cumulative and concurrent and shall be in addition to every other right, power or remedy provided for in this Mortgage, or in any of the other Loan Documents or now or hereafter existing by Law, and the exercise or beginning of the exercise by Mortgagee of any one or more of such rights, powers or remedies shall not preclude the simultaneous or later exercise by Mortgagee of any or all such other rights, powers or remedies. Section 8.2 No Waiver by Mortgagee. No course of dealing or conduct by or among Mortgagee and Mortgagor shall be effective to amend, modify or change any provisions of this Mortgage or the other Loan Documents. No failure or delay by Mortgagee to insist upon the strict performance of any term, covenant or agreement of this Mortgage or of any of the other Loan Documents, or to exercise any right, power or remedy consequent upon a breach thereof, shall constitute a waiver of any such term, covenant or agreement or of any such breach, or preclude Mortgagee from exercising any such right, power or remedy at any later time or times. By accepting payment after the due date of any of the Obligations, Mortgagee shall not be deemed to waive the right either to require prompt payment when due of all other Obligations, or to declare an Event of Default for failure to make prompt payment of any such other Obligations. Neither Mortgagor nor any other Person now or hereafter obligated for the payment of the whole or any part of the Obligations shall be relieved of such liability by reason of (a) the failure of Mortgagee to comply with any request of Mortgagor or of any other Person to take action to foreclose this Mortgage or otherwise enforce any of the provisions of this Mortgage, or (b) any agreement or stipulation between any subsequent owner or owners of the Property and Mortgagee, or (c) Mortgagee's extending the time of payment or modifying the terms of this Mortgage or any of the other Loan Documents without first having obtained the consent of Mortgagor or such other Person. Regardless of consideration, and without the necessity for any notice to or consent by the holder of any subordinate Lien on the Property, Mortgagee may release any Person at any time liable for any of the Obligations or any part of the security for the Obligations and may extend the time of payment or otherwise modify the terms of this Mortgage or any of the other Loan Documents without in any way impairing or affecting the Lien of this Mortgage or the priority of this Mortgage over any subordinate Lien. The holder of any subordinate Lien shall have no right to terminate any Lease regardless of whether or not such Vista Breeze Mortgage 32 Lease is subordinate to this Mortgage. Mortgagee may resort to the security or collateral described in this Mortgage or any of the other Loan Documents in such order and manner as Mortgagee may elect in its sole discretion. Section 8.3 Waivers and Agreements Regarding Remedies. To the full extent Mortgagor may do so, Mortgagor hereby voluntarily and knowingly: (a) agrees that it will not at any time plead, claim or take advantage of any Laws now or hereafter in force providing for any appraisement, valuation, stay, extension or redemption, and waives and releases all rights of redemption, valuation, appraisement, stay of execution, exemption from civil process, extension of time for payment and notice of election to accelerate the Obligations; (b) waives all rights to a marshaling of the assets of Mortgagor, including the Property, or to a sale in the inverse order of alienation in the event of a foreclosure of the Property, and agrees not to assert any right under any Law pertaining to the marshaling of assets, the sale in inverse order of alienation, the exemption of homestead, the administration of estates of decedents, or other matters whatsoever to defeat, reduce or affect the right of Mortgagee under the terms of this Mortgage to a sale of the Property without any prior or different resort for collection, or the right of Mortgagee to the payment of the Obligations out of the proceeds of sale of the Property in preference to every other claimant whatsoever; (c) waives any right to bring or utilize any defense, counterclaim or setoff, other than one which denies the existence or sufficiency of the facts upon which any foreclosure action is grounded. If any defense, counterclaim or setoff, other than one permitted by the preceding clause, is timely raised in a foreclosure action, such defense, counterclaim or setoff shall be dismissed. If such defense, counterclaim or setoff is based on a Claim which could be tried in an action for money damages, such Claim may be brought in a separate action which shall not thereafter be consolidated with the foreclosure action. The bringing of such separate action for money damages shall not be deemed to afford any grounds for staying the foreclosure action; and (d) waives and relinquishes any and all rights and remedies which Mortgagor may have or be able to assert by reason of the provisions of any Laws pertaining to the rights and remedies of sureties. Section 8.4 Successors and Assigns. All of the grants, covenants, terms, provisions and conditions of this Mortgage shall run with the Land and shall apply to and bind the successors and assigns of Mortgagor (including any permitted subsequent owner of the Property), and inure to the benefit of Mortgagee, its successors and assigns. Section 8.5 No Warranty by Mortgagee. By inspecting the Property or by accepting or approving anything required to be observed, performed or fulfilled by Mortgagor or to be given to Mortgagee pursuant to this Mortgage or any of the other Loan Documents, Mortgagee shall not be deemed to have warranted or represented Vista Breeze Mortgage 33 the condition, sufficiency, legality, effectiveness or legal effect of the same, and such acceptance or approval shall not constitute any warranty or representation with respect thereto by Mortgagee. Section 8.6 Amendments. This Mortgage may not be modified or amended except by an agreement in writing, signed by the party against whom enforcement of the change is sought. Section 8.7 Severability. In the event any one or more of the provisions of this Mortgage or any of the other Loan Documents shall for any reason be held to be invalid, illegal or unenforceable, in whole or in part or in any other respect, or in the event any one or more of the provisions of the Loan Documents operates or would prospectively operate to invalidate this Mortgage or any of the other Loan Documents, then and in either of those events, at the option of Mortgagee, such provision or provisions only shall be deemed null and void and shall not affect the validity of the remaining Obligations, and the remaining provisions of the Loan Documents shall remain operative and in full force and effect and shall in no way be affected, prejudiced or disturbed thereby. Section 8.8 Notices. All Notices required or which any party desires to give hereunder or under any other Loan Document shall be in writing and, unless otherwise specifically provided in such other Loan Document, shall be deemed sufficiently given or furnished if delivered by personal delivery, by nationally recognized overnight courier service or by certified United States mail, postage prepaid, addressed to the party to whom directed at the applicable address specified in the Preamble to this Mortgage (unless changed by similar notice in writing given by the particular party whose address is to be changed). Any Notice shall be deemed to have been given either at the time of personal delivery or, in the case of courier or mail, as of the date of first attempted delivery at the address and in the manner provided herein; provided that service of a Notice required by any applicable statute shall be considered complete when the requirements of that statute are met. Notwithstanding the foregoing, no notice of change of address shall be effective except upon actual receipt. This Section 8.8 shall not be construed in any way to affect or impair any waiver of notice or demand provided in this Mortgage or in any other Loan Document or to require giving of notice or demand to or upon any Person in any situation or for any reason. Notwithstanding the foregoing, Mortgagee agrees to provide notices to the Investor Limited Partner as and to the extent required by Section 5.3 of the Construction Disbursement Agreement. Section 8.9 Intentionally Omitted. Section 8.10 Rules of Construction. The words "hereof," "herein," "hereunder," "hereto," and other words of similar import refer to this Mortgage in its entirety. The terms "a ree" and "agreements" mean and include "covenant" and "covenants." The words "include" and "including" shall be interpreted as if followed by the words "without limitation." The headings of this Mortgage are for convenience of reference only and shall not be considered a part hereof and are not in any way intended to define, limit or enlarge the terms hereof. Any reference to a Property street address(es) is for Vista Breeze Mortgage 34 administrative and reference purposes only. In the event of any conflict between a Property street address(es) listed herein and Exhibit A attached hereto, the legal description set forth on Exhibit A shall control. All references (a) made in the neuter, masculine or feminine gender shall be deemed to have been made in all such genders, (b) made in the singular or plural number shall be deemed to have been made, respectively, in the plural or singular number as well, (c) to the Loan Documents are to the same as extended, amended, restated, supplemented or otherwise modified from time to time unless expressly indicated otherwise, (d) to the Land, Improvements, Personalty, Real Property or Property shall mean all or any portion of each of the foregoing, respectively, and (e) to Articles or Sections are to the respective Articles or Sections contained in this Mortgage unless expressly indicated otherwise. Any term used or defined in the Uniform Commercial Code of the State, as in effect from time to time, which is not defined in this Mortgage shall have the meaning ascribed to that term in the Uniform Commercial Code of the State. If a term is defined in Article 9 of the Uniform Commercial Code of the. State differently than in another Article of the Uniform Commercial Code of the State, the term shall have the meaning specified in Article 9. Section 8.11 Governing Law. This Mortgage shall be construed, governed and enforced in accordance with the Laws in effect from time to time in the State (without regard to its conflicts of law principles). Section 8.12 Time of Essence. It is specifically agreed that time is of the essence as to all matters provided for in this Mortgage. Section 8.13 Survival of Warranties and Covenants. The warranties, representations, covenants and agreements set forth in this Mortgage shall survive the making of the Loan and the execution and delivery of the Note, and shall continue in full force and effect until all of the Obligations shall have been paid and performed in full. Section 8.14 Forum. Mortgagor hereby irrevocably submits generally and unconditionally for itself and in respect of its property to the non-exclusive jurisdiction of any state court or any United States federal court sitting in the State specified in the governing law section of this Mortgage and to the non-exclusive jurisdiction of any state court or any United States federal court sitting in the state in which any of the Property is located. Mortgagor hereby irrevocably waives, to the fullest extent permitted by Law, any objection that Mortgagor may now or hereafter have to the laying of venue in any such court and any claim that any such court is an inconvenient forum. Mortgagor hereby agrees and consents that, in addition to any methods of service of process provided for under applicable Law, all service of process in any such suit, action or proceeding in any state court or any United States federal court sitting in the State specified in the governing law section of this Mortgage may be made by certified or registered mail, return receipt requested, directed to Mortgagor at its address for notice set forth in this Mortgage, or at a subsequent address of which Mortgagee received actual notice from Mortgagor in accordance with the notice section of this Mortgage, and service so made shall be complete five (5) days after the same shall have been so mailed. Nothing herein shall affect the right of Mortgagee to serve process in any manner permitted Vista Breeze Mortgage 35 by Law or limit the right of Mortgagee to bring proceedings against Mortgagor in any other court or jurisdiction. Section 8.15 WAIVER OF JURY TRIAL. MORTGAGOR AND MORTGAGEE HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING OR ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS MORTGAGE OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO HEREBY: (a) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (b) ACKNOWLEDGES THAT THIS WAIVER AND THE PROVISIONS OF THIS SECTION WERE A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THE LOAN DOCUMENTS; (c) CERTIFIES THAT THIS WAIVER IS KNOWINGLY, WILLINGLY, AND VOLUNTARILY MADE; (d) AGREES AND UNDERSTANDS THAT THIS WAIVER CONSTITUTES A WAIVER OF TRIAL BY JURY OF ALL CLAIMS AGAINST ALL PARTIES TO SUCH PROCEEDING OR ACTION, INCLUDING CLAIMS AGAINST PARTIES WHO ARE NOT PARTIES TO THIS OR ANY OTHER AGREEMENT, AND FURTHER AGREES THAT SUCH PARTY SHALL NOT SEEK TO CONSOLIDATE ANY SUCH PROCEEDING OR ACTION WITH ANY OTHER PROCEEDING OR ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED; (e) AGREES THAT MORTGAGOR AND MORTGAGEE ARE EACH HEREBY AUTHORIZED TO FILE A COPY OF THIS SECTION IN ANY PROCEEDING OR ACTION AS CONCLUSIVE EVIDENCE OF THIS WAIVER OF JURY TRIAL; AND (f) REPRESENTS AND WARRANTS THAT SUCH PARTY HAS BEEN REPRESENTED IN THE SIGNING OF THIS MORTGAGE AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED BY INDEPENDENT LEGAL COUNSEL SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL. Vista Breeze Mortgage 36 Section 8.16 Acknowledgement Regarding Any Supported QFCs. Section 6.28 of the Construction Disbursement Agreement is incorporated herein by reference as if fully set forth herein and Mortgagor acknowledges and agrees to be bound by the terms of said section for any QFC Credit Support and/or Supported QFC, as such terms may be defined in the Construction Disbursement Agreement. Section 8.17 Entire Agreement. The Loan Documents constitute the entire understanding and agreement between Mortgagor and Mortgagee with respect to the transactions arising in connection with the Loan, and supersede all prior written or oral understandings and agreements between Mortgagor and Mortgagee with respect to the matters addressed in the Loan Documents. In particular, and without limitation, the terms of any commitment by Mortgagee to make the Loan are merged into the Loan Documents. Except as incorporated in writing into the Loan Documents, there are no representations, understandings, stipulations, agreements or promises, oral or written, with respect to the matters addressed in the Loan Documents. Vista Breeze Mortgage [SIGNATURE PAGE TO FOLLOW] [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 37 IN WITNESS WHEREOF, Mortgagor has caused this Mortgage to be executed as of the date first written above. WITNESS OR ATTEST: MORTGAGOR: VISTA BREEZE, LTD., a Florida limited partnership Name: 1'Z,. e—,oa By: APC Vista Breeze, LLC, a Florida limited liability company, its managing general ppaartn r " Name: 1 1e, �,lCie�l�4luY� STATE OF FLORIDA COUNTY OF M The foregoing instrument was acknowledged before me by means of Efphysical presence or ❑ online notarization, this y_lday of November, 2023 by Kenneth Naylor, as Vice President of APC Vista Breeze, LLC, the managing general partner of Vista Breeze, LTD. He is personally known to me or has Vista Breeze Mortgage Notary Public Serial Number (if any): P }l213 Leo My Commission Expires: 1 / 4 12Le (NOTARY SEAL) Notary Public State of Florida Rebeca Martinez My Commission HH 213601 Exp. 1/4/2026 S-1 OR B.K 34013 PG 2615 LAST PAGE EXHIBIT A Legal Description That leasehold estate created by that Second Amended and Restated Ground Lease, by and between Vista Breeze, Ltd., a Florida limited partnership, and the Housing Authority of The City of Miami Beach, a public body corporate and politic, as evidenced by that Amended and Restated Memorandum of Lease to be recorded over the following described lands: PARCEL 1: LOT 3, 4 and 5, Block 55, OF NORMANDY GOLF COURSE, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 44, AT PAGE 62, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA. PARCEL 2: LOTS 6, 7 and 8, BLOCK 56, NORMANDY GOLF COURSE SUBDIVISION, ACCORDING TO THE PLAT THEREOF RECORDED IN PLAT BOOK 44, PAGE 62, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA. Vista Breeze Mortgage Ex A-1