41. Assignment of Mortgage and Collateral Loan DocumentsPrepared By/Return To:
Holland & Knight LLP
31 West 52nd Street, I lth Floor
New York, New York 10019
Attention: Kevin C. George, Esq.
OR 6Y. 34013 Pss 2616-2619 Wgs)
RECORDED 12/18/2023 14:33:20
JUAN FE:RNANDEZ-LARQUIN
CLERK OF THE COURT & COMPTROLLER
MI.AMI-DADE COUNTYi FL.
ASSIGNMENT OF MORTGAGE AND COLLATERAL LOAN DOCUMENTS
This ASSIGNMENT OF MORTGAGE AND COLLATERAL LOAN DOCUMENTS
(this "Assignment") is made as of December 15, 2023, by the HOUSING FINANCE
AUTHORITY OF MIAMI- DADE COUNTY, FLORIDA, a public body corporate and politic
organized and existing under the laws of the State of Florida (together with its successors and
assigns, the "Assignor"), in favor of THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., a national banking association, as fiscal agent, whose address is 4655
Salisbury Road, Suite 300, Jacksonville, Florida 32256 (together with any successor fiscal agent
under the Funding Loan Agreement (as defined below) and its successors and assigns, the
"Assignee"), as fiscal agent under that certain Funding Loan Agreement dated as of the date
hereof, by and among Assignor, as "Governmental Lender", Bank of America, N.A., as the initial 1
funding lender, and Assignee, as "Fiscal Agent" (the "Funding Loan Agreement').
FOR VALUE RECEIVED, the adequacy of which is hereby acknowledged, Assignor
does hereby assign, transfer, and convey unto Assignee, without recourse or warranty, all right,
title, and interest (other than the Unassigned Rights, as defined in the Funding Loan Agreement)
of Assignor in and to, arising under, or relating to the following (collectively, as the same may be
amended, restated, replaced, supplemented or otherwise modified from time to time, the
"Assigned Loan Documents"): (i) that certain Leasehold Mortgage, Assignment of Rents,
Security Agreement and Fixture Filing, dated as of the date hereof, respecting certain real property
located in Miami -Dade County, Florida as more fully described in Exhibit A attached hereto and
made a part hereof (the "Property"), by VISTA BREEZE, LTD., a Florida limited partnership
(together with its permitted successors and assigns, the "Borrower"), for the benefit of Assignor,
and intended to be recorded with the Clerk of the Courts Miami -Dade County, Florida immediately
preceding this Assignment; and (ii) that certain Construction Phase Borrower Loan Agreement,
dated as of the date hereof, among Borrower, Assignee and Assignor (as the same may be
amended, restated, replaced, supplemented or otherwise modified from time to time, the "Project
Loan Agreement").
AND IN FURTHERANCE of the foregoing assignment, Assignor hereby covenants,
represents, and warrants to Assignee as follows:
1. Assignor has loaned to Borrower the aggregate principal sum of up to Thirty -Two
Million Five Hundred Thousand and No/100 Dollars ($32,500,000.00) from the proceeds of the
#231159566_v4
519
$32,500,000 Housing Finance Authority of Miami -Dade County, Florida, Multifamily Housing
Revenue Note, Series 2023 (Vista Breeze), pursuant to the Project Loan Agreement, and to
evidence its obligation to repay such amount, Borrower has executed and delivered to Assignor
that certain Construction Phase Project Loan Note, dated as of December 15, 2023, in the principal
amount of Thirty -Two Million Five Hundred Thousand and No/100 Dollars ($32,500,000.00) (as
the same may be amended, restated, replaced, supplemented or otherwise modified from time to
time, the "Note"), which Note is secured by, among other things, the Assigned Loan Documents.
2. Assignor is the sole beneficiary of the Assigned Loan Documents and the sole
owner and holder of the Note, free and clear of any lien, encumbrance, or other interest, and has
full power and authority to assign, transfer, and convey its interest in the Assigned Loan
Documents (other than the Unassigned Rights) to Assignee as contemplated in this Assignment.
3. Assignor hereby covenants and agrees to execute such endorsements and such
further documents and assurances as may be reasonably necessary to effect the purposes of this
Assignment, all as Assignee may reasonably request from time to time.
4. Assignor acknowledges that Assignee requires and is relying upon the
representations, warranties, and covenants contained in this Assignment as a condition to accepting
this Assignment of the Assigned Loan Documents. Except as expressly set forth in this
Assignment or in the Assigned Loan Documents, Assignor makes no other representations or
warranties with respect to the Assigned Loan Documents. This Assignment shall survive the
consummation of the assignment contemplated herein and the delivery of the Assigned Loan
Documents to Assignee.
5. It is the intention of the parties hereto that this Assignment and the rights and
obligations of the parties hereunder shall be governed, construed and enforced in accordance with
the laws of the State of Florida, without reference to the conflicts of laws and principles of the
State of Florida.
[SIGNATURE PAGES TO FOLLOW]
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Vista Breeze
Assignment of Mortgage and Collateral Loan Documents
2
IN WITNESS WHEREOF, Assignor has caused this Assignment to be executed and
delivered as of the day and year first above written.
WITNESS OR ATTEST:
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
ASSIGNOR:
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 Gove ntal Lender
By:
Don L. HorK
Chair
The foregoing instrument was acknowledged before me by means of k physical
presence or ❑ online notarization, this / day of December, 2023 by Don L. Horn, Chair of
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. He is personally known to me or
has produced as identificaattion.
I) Aa n
Prince N
�0. N Notary Public State of Florida Notary Public
Taquan W Aranha /l
y My Commission HH 022090 Serial Number (if any): HY d ZO O
0,Itd Expires 08/16/2024
My Commission Expires: blwa'�
(NOTARY SEAL)
Vista Breeze
Assignment of Mortgage and Collateral Loan Documents
S-1
OR E' K 340=013 PG 2619
LAST WAGE
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:
PARCELI:
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
Assignment of Mortgage and Collateral Loan Documents
Ex A-1