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46. Collateral Assignment of Leases Rents and Contract RightsThis instrument prepared by: Shannon Summerset-Williams, Esq. Miami -Dade County Attorney's Office 111 N.W. I" Street, Suite 2810 Miami, Florida 33128 Record and Return to: Department of Public Housing and Community Development Overtown Transit Village North 701 N.W. 1 St Court, 14th Floor Miami, Florida 33136 Attn: Director Zl1 OR BK 34013 Pss 2935-2947 (13Fss) RECORDED 12/1.8/ 2023 14 ^ 371:20 JUAN F'E:RNANOEZ-BARRUIN CLERK OF THE COURT & COMFTROLI...i_R MIAMI-DAOE COUNT` P FL (RESERVED) COLLATERAL ASSIGNMENT OF LEASES, RENTS AND CONTRACT RIGHTS [Surtax Loan] THIS COLLATERAL ASSIGNMENT OF LEASES, RENTS AND CONTRACT RIGHTS made as of December 15, 2023, by VISTA BREEZE, LTD., a Florida limited partnership with an address of 3 Miami Central, 161 NW 6th Street, Suite 1020, Miami, Florida 33136, Attn: Kenneth Naylor (the "Assignor"), to MIAMI-DADE COUNTY, FLORIDA, a political subdivision of the State of Florida (the "Assignee"); WITNESSETH: THAT WHEREAS, contemporaneously herewith, the Assignor has executed and delivered to the Assignee a certain promissory note in the total principal amount of Five Million Nine Hundred Fifty Thousand and 00/100 Dollars ($5,950,000.00) (the "Note"); the Note shall be secured by a Leasehold Mortgage and Security Agreement and Assignment of Leases, Rents and Profits (the "Mortgage") on Assignor's leasehold interest in the real property located in the County of Miami -Dade, State of Florida, more particularly described in Exhibit "A" annexed hereto, together with all buildings and improvements now or hereafter constructed thereon (all of such premises being hereinafter collectively referred to as the "Mortgaged Premises"); and WHEREAS, as additional security for the Note and the obligations of the Assignor thereunder, the Assignor has executed and delivered to the Assignee this Collateral Assignment of Leases, Rents and Contract Rights; NOW, THEREFORE, for value received and as security for the payment of said obligations of the Assignor, the Assignor, for itself and for its successors and assigns, does hereby transfer, assign and deliver unto the Assignee, its successors and assigns, all of the right, title and interest of the Assignor in and to (1) all leases, subleases, tenancies and any other agreements affecting the use of the Mortgaged Premises, whether written or oral, now or hereafter existing with respect to any portion or portions of the Mortgaged Premises, together with any renewals or extensions thereof and leases, subleases, tenancies and such agreements in substitution therefor (all of which are hereinafter collectively referred to as the "Assigned Leases"), (2) all rents and other payments of every kind due or payable and to become due or payable to the Assignor by virtue of the Assigned Leases, or otherwise due or payable and to become due or payable to the Assignor as the result of any use, possession or occupancy of any portion or portions of the Mortgaged Premises, (3) all right, title and interest of the Assignor in and to all guarantees of the Assigned Leases, (4) any award made in any court proceeding involving any of the lessees in any bankruptcy, insolvency, or reorganization proceedings in any state or federal court, and (5) all contracts, permits and other documents more particularly described in paragraph 3, that affect the Mortgaged Premises. TO HAVE AND TO HOLD the same unto the Assignee, its successors and assigns, until such time as the indebtedness secured by the Mortgage shall have been paid in full, for the purpose of further and collaterally securing (1) payment of the indebtedness evidenced by the Note together with the interest on said indebtedness; (2) payment of all other sums, with interest thereon, to become due and payable to the Assignee hereunder or under the provisions of the Mortgage, the Note, or any other obligation of the Assignor to the Assignee now or hereafter existing; and (3) performance and discharge of each and every obligation, covenant and agreement of the Assignor contained herein, or in the Note, Mortgage or any other obligation of the Assignor to the Assignee now or hereafter existing, (this Assignment the Mortgage, the Note and said other obligations are hereinafter collectively referred to as the "Obligations"). This instrument of Assignment is delivered and accepted upon the following terms and conditions: 1. Assignor's License to Operate if No Default. So long as no Event of Default (as defined herein) shall exist under the Obligations which is not cured within any applicable cure period, the Assignor shall have a license to manage and operate the Mortgaged Premises and to collect, receive and apply for its own account all rents, issues and profits accruing by virtue of the Assigned Leases, and to execute and deliver proper receipts and acquittances therefor, provided, however, that without the written consent of the Assignee, the Assignor shall not collect any installment of rent in advance of the respective dates prescribed in the Assigned Leases for the payment thereof other than two (2) months advance rental plus a security deposit for the last month of any lease term (hereinafter referred to as "Permitted Advance Rental Payments"). 2. Assignee's Rights in Event of Default. 2.1 If the Assignor defaults in the performance of its obligations under this Assignment or breaches any covenant, agreement or warranty of the Assignor set forth in this Assignment, and if such default remains uncured for a period of thirty (30) days after written notice thereof shall have been given by Assignee to the Assignor, (or for an extended period approved by Assignee if such default stated in such notice can be corrected, but not within such thirty (30) day period and if the Assignor commences such correction within such thirty (30) day period and thereafter diligently pursues the same to completion within such extended period) (an "Event of Default") then the Assignee is hereby expressly and irrevocably authorized to enter and take possession of the Mortgaged Premises by actual physical possession, or by written notice served personally upon or sent by certified or registered mail to the Assignor as the Assignee may elect, without further authorization, notice or demand (except as otherwise specifically provided in the Note and Mortgage) and without the commencement of any action to foreclose the Mortgage or to exercise its power of sale thereunder. 2.2 Upon the occurrence of an Event of Default which is not cured within any applicable cure period, the Assignor does hereby constitute and appoint the Assignee, following such entry and taking of possession, irrevocably, with full power of substitution and revocation, its true and lawful attorney, for it and in its name, place and stead, to do and perform any or all of the following actions, as fully, to all intents and purposes, as it could do if personally present, hereby ratifying and confirming all that its said attorney or its substitute shall lawfully do or cause to be done by virtue hereof: (a) manage and operate the Mortgaged Premises or any part thereof; (b) lease any part or parts thereof for such periods of time, and upon such terms and conditions as the Assignee may, in its discretion, deem proper; (c) to the extent permitted by law, enforce, cancel or modify any of the Assigned Leases received in the ordinary course of business of operation of the residential rental property; (d) demand, collect, sue for, attach, levy, recover, receive, compromise and adjust, and make, execute and deliver receipts and releases for all rents, issues, profits and other amounts that may then be or may thereafter become due, owing or payable with respect to the Mortgaged Premises or any part thereof from any present or future lessees, tenants, subtenants or occupants thereof, (e) institute, prosecute to completion or compromise and settle, all summary proceedings, actions for rent or for removing any and all lessees, tenants, subtenants or occupants of the Mortgaged Premises or any part or parts thereof; (f) enforce or enjoin or restrain the violation of any of the terms, provisions and conditions of any lease or leases, now or hereafter affecting the Mortgaged Premises or any part thereof; (g) make such repairs and alterations to the Mortgaged Premises as the Assignee may, in its reasonable discretion, deem proper; (h) pay, from and out of rents, issues and profits collected in respect of the Mortgaged Premises or any part thereof, or from or out of any other funds, the rent and all other charges required to be paid under any ground lease on which the Mortgage may constitute a lien, any taxes, assessments, water rates, sewer rates, or other government charges levied, assessed or imposed against the Mortgaged Premises, or any portion thereof, and also any and all other charges, costs and expenses which it may be necessary or advisable for the Assignee to pay in the management or operation of the Mortgaged Premises, including (without limiting the generality of any rights, powers, privileges and authority hereinbefore or hereinafter conferred) the costs of such repairs and alterations, commissions for renting the Mortgaged Premises or any portions thereof and legal expenses in enforcing claims, preparing papers or for any other services that may be required; and (i) generally, do, execute and perform any other act, deed, matter or thing whatsoever that ought to be done, executed and performed in and about or with respect to the Mortgaged Premises, as fully as the Assignor might do, provided, however, that any action, or failure or refusal to act, by the Assignee under this subparagraph 2.2 shall be at its election and without any liability on its part. 2.3 The Assignee shall apply the net amount of rents, issues and profits received by it from the Mortgaged Premises, after payment of all proper costs and charges (including any liability, loss, expense or damage hereinafter referred to in paragraph 5 hereof), to the payment of the Note. Any of such funds remaining after such application shall be paid as soon as reasonably practicable by the Assignee to the Assignor or paid over to such persons as the Assignor may designate to the Assignee in writing. 2.4 The Assignee shall be accountable to the Assignor only for monies actually received by the Assignee pursuant to this Assignment and the acceptance of this Assignment shall not constitute a satisfaction of any indebtedness, liability or obligations, or any part hereof, now or hereafter owed by the Assignor to the Assignee, except to the extent of amounts actually received and applied by the Assignee on account of the same. 2.5 The rights and powers of the Assignee hereunder shall continue and remain in full force and effect until all amounts secured hereby, including any deficiency resulting from foreclosure sale, are paid in full, and shall continue after commencement of foreclosure and after foreclosure sale and until expiration of the equity of redemption, notwithstanding sale of the Mortgaged Premises to a purchaser other than the Assignee. Assignee shall not be liable to Assignor or any one claiming under or through Assignor by reason of anything done or left undone by Assignee hereunder. 2.6 For the purposes of this section 2, an Event of Default shall be deemed to be cured only when the Assignor shall have paid in full all sums owing and past due, and/or shall have performed all other terms, covenants and conditions, the failure in the performance of which shall terminate the license hereinabove mentioned in section 1 hereof. Notwithstanding anything to the contrary contained in the Loan Documents, Assignee hereby agrees, that Assignor's investor limited partner shall have the right, but not the obligation, to cure any defaults of the Assignor hereunder and under any of the Loan Documents, and the Assignee agrees to accept cures tendered by Assignor's investor limited partner on behalf of the Assignor within the applicable cure periods set forth therein. Additional Collateral and Security. As additional collateral and security for the payment of the indebtedness evidenced by the Note and for the performance of each and every of the covenants and agreements contained in the Loan Documents and herein, the Assignor hereby grants Assignee a security interest in and to all present and future profits, income and issues from the Mortgaged Premises and each and every part and parcel thereof, and also all present and future right, title and interest of the Assignor under and by virtue of each and every franchise, license, permit, leases, contract for deed, reservation agreement, or purchase and sale agreement ("purchase agreements"), loan commitments, management agreement, accounts, instruments, documents, chattel paper, general intangibles now owned or hereafter acquired, or any other document or contractual right, written or verbal, covering or affecting any part or parcel of the Mortgaged Premises, whether any of such is now or hereafter made, and any and all amendments to or modifications, extensions or renewals of any of same. Assignor hereby warrants that there are no contracts for deed, purchase agreements or leases affecting the Mortgaged Premises as of the day and year first above written nor shall there be any in existence on the date of recordation of the Mortgage and other instruments of security, except which are specifically described in a separate lease affidavit executed by Assignor in favor of Assignee of even date herewith. Assignor further warrants that it has not executed, nor will it execute at any time during the term of the aforesaid note, any other assignments or instruments further encumbering the items described above, except for those encumbrances identified as Permitted Encumbrances in the Mortgage. 4. Attornment by Lessees in Event of Default. Assignor hereby irrevocably directs each Lessee under each Assigned Lease, upon demand and notice from the Assignee of the Assignor's default under any of the Obligations, to pay the Assignee all rents, issues and profits accruing or due under its Assigned Lease from and after the receipt of such demand and notice. Any Lessee making such payment to the Assignee shall be under no obligation to inquire into or determine the actual existence of any such default claimed by the Assignee. Covenants of Assignor. The Assignor, for itself and for its successors and assigns, covenants and warrants as follows: (a) that each of the Assigned Leases now or hereafter in effect is and shall be a valid and subsisting lease and that there are, to the extent ascertainable by the Assignor, no material defaults on the part of any of the parties thereto; (b) that, the Assignor has not sold, assigned, transferred, mortgaged or pledged any of the rents, issues or profits from the Mortgaged Premises or any part thereof, whether now or hereafter to become due, to any person, firm or corporation other than Assignee, except for those items identified as Permitted Encumbrances in the Mortgage; (c) that no rents, issues or profits of the Mortgaged Premises, or any part thereof, becoming due subsequent to the date hereof have been collected (other than Permitted Advance Rental Payments) nor has payment of any of the same been anticipated, waived, released, discounted or otherwise discharged or compromised; (d) that, it will not, except for those encumbrances identified as Permitted Encumbrances in the Mortgage, assign, pledge or otherwise encumber any of the Assigned Leases or any of the rents thereunder unless the prior written consent of the Assignee shall have been obtained thereto and unless the instrument creating such assignment, pledge or encumbrance shall expressly state that the same is subject to this Assignment; (e) Reserved; (f) Reserved; (g) that it will not collect or receive, without in each case having obtained the prior written consent of the Assignee thereto from any such lease, sub -lessee, tenant or other occupant, any installment of rent in advance of the respective dates prescribed in the Assigned Leases, except for Permitted Advance Rental Payments; (h) that it will perform and observe, or cause to be performed and observed, all of the terms, covenants and conditions on its part to be performed and observed with respect to each of the Assigned Leases; (i) that it will, upon written request by the Assignee, while this Assignment remains in force and effect, give such written notices upon any lessee, sub -lessee, tenant or other occupant of any portion of the Mortgaged Premises concerning this Assignment, or include among the written provisions of any instrument hereafter creating any such lease, sublease, tenancy or right of occupancy specific reference to this Assignment, and make, execute and deliver all such powers of attorney, instruments of pledge or assignment, and such other instruments or documents as the Assignee may reasonably request at any time for the purpose of securing its rights hereunder; 0) Reserved. 6. Indemnification. 6.1 The Assignor hereby agrees to indemnify and hold the Assignee harmless (a) against and from any and all liability, loss, damage and expense, including reasonable attorneys' fees and costs, which it may or shall incur, in favor of any third parties, under or in connection with any of the Assigned Leases, or by reason of any of the Obligations, or by reason of any action taken by the Assignee under any of the Obligations (including without limitation any action which the Assignee in its discretion may make to protect its interest in the Mortgaged Premises, including without limitation the making of advances and the entering into of any action or proceeding arising out of or connected with the Assigned Leases or the obligations), and (b) against and from any and all claims and demand whatsoever which may be asserted against the Assignor by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants and conditions contained in any of the Assigned Leases. In the event any action is commenced against Assignee, for which Assignor is required to indemnify Assignee hereunder, Assignee shall immediately notify Assignor and Assignor shall have the obligation to defend such action with counsel approved by the Assignee. 6.2 Should the Assignee incur any such liability, loss, damage or expense, the amount thereof, together with interest thereon at the maximum rate permitted by law, shall be payable by the Assignor to the Assignee immediately upon demand, or at the option of the Assignee, the Assignee may reimburse itself therefor out of any rents, issues or profits of the mortgaged Premises collected by the Assignee. 6.3 Nothing contained herein shall operate or be construed to obligate the Assignee to perform any of the terms, covenants or conditions contained in any Assigned Lease, or to take any measures, legal or otherwise, to enforce collection of any of said rents or other payments, or otherwise to impose any obligation upon the Assignee with respect to any of said leases, including but not limited to, any obligation arising out of any covenant of quiet enjoyment therein contained, in the event that any lessee shall have been joined as a party defendant in any action to foreclose the Mortgage and the estate of such lessee shall have been thereby terminated, to the extent permitted by law. 6.4 Prior to actual entry into and taking possession of the Mortgaged Premises by the Assignee, this Assignment shall not operate to place upon the Assignee any responsibility for the operation, control, care, management or repair of the Mortgaged Premises, and the execution of this Assignment by the Assignor shall constitute conclusive evidence that all responsibility for the operation, control, care, management and repair of the Mortgaged Premises is and shall be that of the Assignor prior to such actual entry and taking of possession. 7. Exercise of Remedies. Failure of the Assignee to avail itself of any of the terms, covenants and conditions of this Assignment for any period of time, or at any time or times, shall not be construed or deemed to be a waiver of any of its rights hereunder. The rights and remedies of the Assignee under this Assignment are cumulative and are not in lieu of but are in addition to any other rights and remedies which the Assignee shall have under or by virtue of any other of the Obligations. The rights and remedies of the Assignee hereunder may be exercised from time to time and as often as such exercise is deemed expedient. 8. Assignment by Assignee. The Assignee shall have the right to assign to any subsequent holder of the Mortgage, or to any person acquiring title to the Mortgaged Premises, the Assignor's rights, title and interest in any lease hereby or hereafter assigned, subject, however, to the provisions of this Assignment. After the Assignor shall have been barred and foreclosed of all right, title and interest and equity of redemption in said Mortgaged Premises, no assignee of the Assignor's interest in said leases shall be liable to account to the Assignor for any rents, income, revenue, issues or profits thereafter accruing. 9. Termination of this Assignment. Upon payment in full of all or a portion of the indebtedness secured by the Mortgage, as evidenced by a recorded satisfaction or release of Mortgage, as well as any sums which may be payable hereunder, this Assignment shall become and be void and of no effect with respect to the portion released and in that event, upon the request of the Assignor, the Assignee covenants to execute and deliver to the Assignor instruments effective to evidence the termination of this Assignment and/or the reassignment to the Assignor of the rights, power and authority granted herein. 10. No Merger of Assigned Leases. As against the Assignee, at all times during which this Assignment shall be in effect, there shall be no merger of the Assigned Leases or the leasehold estate created thereby with the fee estate in the Mortgaged Premises by reason of the fact that the Assigned Leases or any interest therein may be held by or for the account of any person, firm or corporation which may be or become the owner of said fee estate, unless the Assignee shall consent in writing to said merger. 11. Notice. Any notice, demand, request or other communication given hereunder or in connection herewith (hereinafter "Notices") shall be deemed sufficient if in writing and sent by registered or certified mail, postage prepaid, return receipt requested, addressed to the party to receive such Notice at the following addresses: ASSIGNEE: Miami -Dade County, Florida 111 N.W. 1st Street Miami, Florida 33128 Attn: County Mayor With a copy to: Miami -Dade County Miami -Dade Public Housing and Community Development 701 NW I" Court, 141h Floor Miami, Florida 33136 Attn: Director Miami -Dade County Attorney's Office 111 N.W. 1st Street, Suite 2810 Miami, Florida 33128 Attn: Shannon Summerset-Williams, Esq. ASSIGNOR: Vista Breeze, Ltd. 3 Miami Central, 161 NW 6th Street, Suite 1020 Miami, Florida 33136 Attn: Kenneth Naylor With a copy to: Stearns Weaver Miller, et al. 150 West Flagler Street, Suite 2200 Miami, Florida 33130 Attn: Brian McDonough, Esq. With a copy to: Bank of America, N.A. MA5-100-04-11 100 Federal Street Boston, MA 02110 Attn: Tax Credit Asset Management (Vista Breeze) With a copy to: Holland & Knight LLP 10 St. James Avenue Boston, MA 02116 Attn: Sara C. Heskett, Esq. PHA: Housing Authority of the City of Miami Beach 200 Alton Road Miami Beach, FL 33139 Attention: Miguell Del Campillo, Executive Director Phone: (305) 532-6401, ext. 3020 Email: miguell&hacmb.org With a copy to: Fox Rothschild LLP 500 Grant Street, Suite 2500 Pittsburgh, PA 15219 Attn: Michael H. Syme, Esq. Email: msyme@foxrothschild.com Phone: (412) 391-2450 Any party may change said address by giving the other parties hereto notice of such change of address. Notices shall be deemed given when mailed. Notwithstanding the foregoing, routine communications such as ordinary distribution checks, copies of documents, etc. may be sent by ordinary first-class mail. 12. Further Assurances. At any time, upon completion of the improvements to be erected on the Mortgaged Premises or thereafter, Assignor will make, execute and deliver or cause to be made, executed and delivered all instruments or documents of any kind necessary to assign any and all leases of all or part of the Mortgaged Premises and the rights to rents and all payments due thereunder which assignments shall be subject to the terms and conditions of this Collateral Assignment of Leases, Rents and Contract Rights, to Assignee. 13. Subordination of Leases. All leases, subleases, tenancies and other agreements affecting the use of the Mortgaged Premises now or hereafter existing shall be subordinate to that certain mortgage and Security Agreement of even date herewith. 14. Miscellaneous Provisions. 14.1 Whenever the context so requires, reference herein to the neuter gender shall include the masculine and/or feminine gender, and the singular number shall include the plural. 14.2 All of the provisions of this Collateral Assignment of Leases, Rents and Contract Rights shall be deemed and construed to be "conditions" and "covenants" as though the words specifically expressing or importing covenants and conditions were used in each separate provision hereof. 14.3 This Assignment is being delivered and is intended to be performed in the State of Florida and shall be construed and enforced in accordance with and governed by the laws of such state. 14.4 No change, amendment, modification, cancellation or discharge hereof, or of any part hereof, shall be valid unless the Assignee shall have consented thereto in writing. 14.5 In the event there is any conflict between the terms and provisions of the Mortgage and the terms and provisions of this Assignment, the terms and provisions of this Assignment shall prevail. 14.6 The terms, covenants and conditions contained herein shall inure to the benefit of, and bind the Assignee and the Assignor and their respective successors and assigns or executors, administrators, successors and assigns, as the case may be. 14.7 The captions of this Assignment are for convenience and reference only and neither in any way define, limit, or describe the scope or interest of this Assignment nor in any way affect this Assignment. 14.8 In case any one or more of the provisions contained in this Assignment are, or shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof or thereof, but each shall be construed as if such invalid, illegal or unenforceable provision had never been included. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] IN WITNESS WHEREOF, the said Assignor caused this instrument to be signed and sealed as of the date first written above. ASSIGNOR: VISTA BREEZE, LTD., a Florida limited partnership By: APC Vista Breeze, LL a Florid limited liability company/its Upd ng ge al partner N STATE OF F lori cAa ) COUNTY OF kt,,m, The foregoing was sworn to, subscribed and acknowledged before me by means of [t-iysical presence or [ ] online notarization, on this 2z"6day of Oovemb er , 2023, by Kenneth Naylor as Vice President of APC Vista Breeze, LLC, a Florida limited liability company, the managing general partner of Vista Breeze, Ltd., a Florida limited partnership, who is personally known to me or who produced as identification. WITNESSETH my hand and official seal in the State and County above, this 22-naday of 14q(emb c r , 2023. f n �, Notary Public,State of �! r t ck,,at Large My commission expires: I I t}I zu ,g,, Notary Public State of Florida 16. Rebeca Martinez 11-1 M HCommis Exp. 1/4/2026 [Signature Page to Collateral Assign of Rents — urtax — ista reeze] 12 SR Sig.. 34013 PG 2947 LAST F'AGE 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. 13 #12106720 v5