71. Assignment of Leases Rents and Contract RightsTHIS INSTRUMENT PREPARED
BY AND RETURN TO:
Maria V. Currais, Esq.
Weiss Serota Helfman Cole & Bierman, PL
2800 Ponce de Leon Boulevard, Suite 1200
Coral Gables, FL 33134
3�)-1 I a'99"79s SC.
OF: BK 34013 Pss 2880-2892 t13P9si
RECORDED 1.2/18/2027) 14:33;;21-1
J►_AN FE RHAHDEZ_.._E'GtFQ.U1H
CLERK. OF THE: COURT & COMI-'TROLI...E.R
nt-ihl-WIDE CO►1,1TYs FL
ABOVE SPACE RESERVED FOR
RECORDING PURPOSES ONLY
ASSIGNMENT OF LEASES, RENTS AND CONTRACT RIGHTS
(VISTA BREEZE / NHTF / RFA 2021-205 / 2022-159SN)
THIS ASSIGNMENT OF LEASES, RENTS AND CONTRACT RIGHTS (this "Assignment")
is made as of December 15, 2023, by VISTA BREEZE, LTD., a Florida limited partnership (the
"Assignor"), to FLORIDA HOUSING FINANCE CORPORATION, a public corporation and a public
body corporate and politic duly created and existing under the laws of the State of Florida ("Florida
Housing") (which term in every instance shall include Florida Housing's successors and assigns).
RECITALS:
A. All capitalized terms in this Assignment not otherwise defined herein shall have the
meanings set forth in the Construction Loan Agreement (as defined herein).
B. Florida Housing has been created and organized Pursuant to and in accordance with the
provisions of the Florida Housing Finance Corporation Act, Chapter 420, Part V, Fla. Stat., as amended
(the "Act"), for the purpose, among others, of financing the costs of residential developments that will
provide decent, safe and sanitary housing for persons or families of very low, low, moderate or middle
income in the State of Florida (the "State").
C. The State has been designated by the United States Department of Housing and Urban
Development ("HUD") as a participating jurisdiction for the receipt and use of funds as provided by the
National Housing Trust Fund Program governed by Title I of the Housing and Economic Recovery Act of
2008, Section 1131 (Public Law 110-289); 12 U.S.C. Section 4501 et seq., Chapter 420, Fla. Stat. and 24
C.F.R. Part 93 (the "NHTF Program").
D. Florida Housing has been designated by the State as the allocating authority for NHTF
Program funds.
E. The Borrower has applied to Florida Housing and Florida Housing has agreed, under
certain conditions, to approve and administer a loan under of NHTF Program funds under the Florida
Housing Finance Corporation Request for Applications 2021-205, in effect as of August 17, 2021 ("RFA"),
and governed by the rules of Florida Housing Finance Corporation, as codified at Chapter 67-48, Fla.
Admin. Code, in effect as of May 18, 2021, and Chapter 67-53, Fla. Admin. Code, in effect as of August
20, 2009 (collectively, including the RFA, the "Rule") in the original principal amount of ONE MILLION
THREE HUNDRED ONE THOUSAND FIVE HUNDRED AND NO/100 DOLLARS ($1,301,500) (the
Asmt of Leases, Rents, Contract Rights
VISTA BREEZE / NHTF / RFA 2021-205 / 2022-159SN
-7.0It)
r!
"Loan") for the acquisition, construction and permanent financing of that certain for a 119-unit multifamily
rental housing development known as VISTA BREEZE (the "Improvements") upon that certain real
property situated in Miami -Dade County, Florida, and more particularly described in Exhibit "A" attached
hereto and incorporated herein by this reference (the "Land"). The Borrower's leasehold interest in the
Land, the Development, the fixtures and personal property and other amenities now or hereafter located on
or used in connection with the Land are referred to collectively hereafter as the "Premises").
F. Upon satisfaction of all funding requirements of Florida Housing and the Senior Mortgagee, the
Borrower desires Florida Housing to fund the Loan in accordance with the terms of that certain Construction
Loan Agreement of even date herewith (the "Construction Loan Agreement") among Florida Housing, the
Borrower and AMERINAT®, LLC, a Minnesota limited liability company authorized to transact business
in the State of Florida (the "Servicer"), and all other documents related to the Loan.
G. As a condition to Florida Housing making the Loan to the Borrower, and pursuant to the
requirements of the NHTF Program, Florida Housing and the Borrower have executed a Land Use
Restriction Agreement, dated of even date herewith (the "Land Use Restriction Agreement"), the terms of
which are incorporated herein by this reference, setting forth certain terms and conditions relating to the
acquisition of the Land and the construction and operation of the Development and which sets forth various
other covenants and agreements that run with the Land on which the Development is located.
H. As evidence of the Loan, Borrower has executed and delivered to Florida Housing a
Promissory Note in the principal amount of $1,301,500 dated the date hereof, payable to the order of Florida
Housing (the "Note"), which shall be secured by that certain Mortgage and Security Agreement of even
date herewith made by the Borrower to and in favor of Florida Housing (the "Mortgage"), which Mortgage
encumbers the Development. The terms of the Note and the Mortgage are incorporated herein by this
reference.
I. The Note, the Construction Loan Agreement, the Land Use Restriction Agreement, the
Mortgage, and any and all other documents and/or instruments executed by the Assignor, Florida Housing
and/or the Servicer in connection with the Loan are hereinafter collectively called the "Loan Documents."
J. As additional security for the Note and the Loan Documents, the Assignor has executed and
delivered to Florida Housing this Assignment.
Capitalized terms used herein and not otherwise defined herein shall have the defmitions ascribed
to them in the Loan Agreement.
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 Florida Housing, 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 Premises,
whether written or oral, now or hereafter existing with respect to any portion or portions of the Premises,
together with any renewals or extensions thereof and leases, subleases, tenancies and such agreements in
substitution therefor but excluding the ground lease by which Assignor holds a leasehold interest in the land
(the "Ground Lease") (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 Premises, (3) all right,
title and interest of the Assignor in and to all guaranties of the Assigned Leases, (4) any award made in any
court proceeding involving any of the lessees in any bankruptcy, insolvency, or reorganization proceedings
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VISTA BREEZE / NHTF / RFA 2021-205 / 2022-159SN
in any state or federal court, and (5) all contracts, permits and other documents more particularly described
in Paragraph 3 herein, that affect the Premises.
TO HAVE AND TO HOLD the same unto Florida Housing, its successors and assigns, until such
time as the indebtedness secured by the Mortgage shall have been paid in full, to further and collaterally
secure (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 Florida
Housing hereunder or under the provisions of the Mortgage, the Note, or any other obligation of the
Assignor to Florida Housing 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, the Mortgage
or any other obligation of the Assignor to Florida Housing now or hereafter existing.
1. Assignor's License to Operate if No Default. So long as no default shall exist and be
continuing under the Loan Documents (taking into account all applicable cure periods), the Assignor shall
have a license to manage and operate the 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 and enforce the Assigned Leases, provided, however, that without the
written consent of Florida Housing, the Assignor shall not collect any installment of rent in advance of the
respective dates prescribed in the Assigned Leases for the payment thereof and enforce the Assigned Leases
other than two (2) months' advance rental plus any security deposit (hereinafter referred to as "Permitted
Advance Rental Payments").
2. Florida Housina's Riehts in Event of Default.
2.1. Subject to the rights of the Senior Mortgagee, 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 Florida Housing to the Assignor or its successor (or for an extended
period approved by Florida Housing 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), then Florida
Housing is hereby expressly and irrevocably authorized to enter and take possession of the Premises by
actual physical possession, or by written notice served personally upon or sent by certified or registered
mail to the Assignor as Florida Housing may elect, without further authorization, notice or demand (except
as otherwise specifically provided in the Note) and without the commencement of any action to foreclose
the Mortgage or to exercise its power of sale thereunder.
2.2. The Assignor, subject to the rights of the Senior Mortgagee, does hereby constitute and
appoint Florida Housing, following such entry and taking of possession and for such period of time as
Florida Housing may deem proper in its reasonable discretion, 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 Premises or any part thereof;
(b) lease any part or parts thereof for such periods of time, and upon such terms and
conditions as Florida Housing may, in its sole discretion, deem proper;
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VISTA BREEZE / NHTF / RFA 2021-205 / 2022-159SN
(c) enforce, cancel or modify any of the Assigned Leases;
(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 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 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 Premises or any part thereof;
(g) make such repairs and alterations to the Premises as Florida Housing may, in its
reasonable discretion, deem proper;
(h) pay, from and out of rents, issues and profits collected in respect of the 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
Premises, or any portion thereof, and also any and all other charges, costs and expenses which may
be necessary or advisable for Florida Housing to pay in connection with the management or
operation of the 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 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 Premises, as fully
as the Assignor might do, provided, however, that any action, or failure or refusal to act, by Florida
Housing under this subparagraph 2.2 shall be at its election and without any liability on its part.
Provided, however, that Florida Housing shall not exercise any of such rights unless a default exists
which has not been cured before the expiration of any applicable grace period.
2.3. Florida Housing shall apply the net amount of rents, issues and profits received by it from
the Premises, after payment of all proper costs and charges (including any liability, loss, expense or damage
hereinafter referred to in Paragraph 6 hereof), in accordance with the order of priority of payments as set
forth in the Note. Any of such funds remaining after such application shall be paid as soon as reasonably
practicable by Florida Housing to the Assignor or paid over to such persons as the Assignor may designate
to Florida Housing in writing.
2.4. Florida Housing shall be accountable to the Assignor only for monies actually received by
Florida Housing 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 Florida Housing, except to the extent of amounts actually received and applied by Florida
Housing on account of the same. Florida Housing shall not be liable for any loss sustained by the Assignor
resulting from Florida Housing's failure to lease the Development after an Event of Default or from any
other act or omission of Florida Housing either in collecting the rents, issues and profits hereunder or, if
4
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VISTA BREEZE / NHTF / RFA 2021-205 / 2022-159SN
Florida Housing shall have taken possession of the Development described in the Mortgage, in managing
the Development after an Event of Default. Further, Florida Housing shall not be obligated to perform or
discharge nor shall acceptance of this Assignment obligate Florida Housing to perform or discharge any
obligation, duty or liability under any leases or under or by reason of this Assignment, and the Assignor
shall, and does hereby agree, to indemnify Florida Housing for, and to hold Florida Housing harmless from,
any and all liability, loss or damage which may or might be incurred under any leases or under or by reason
of this Assignment and from any and all claims and demands whatsoever which may be asserted against
Florida Housing by reason of any alleged obligations or undertaking on its part to perform or discharge any
of the terms, covenants or agreements contained in said leases. Should Florida Housing incur any such
liability under any leases or under or by reason of this Assignment or in defense of any such claims or
demands, the amount thereof, including costs, expenses and attorney's fees shall be secured hereby and the
Assignor shall reimburse Florida Housing therefor immediately upon demand and upon the failure of the
Assignor to do so Florida Housing may, at its option, declare all sums secured hereby and by the Mortgage
immediately due and payable.
2.5. The rights and powers of Florida Housing 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 Assignor's interest in the Premises to a
purchaser other than Florida Housing. Florida Housing shall not be liable to the Assignor or any one
claiming under or through the Assignor by reason of anything done or left undone by Florida Housing
hereunder.
2.6. For the purposes of this Paragraph 2, a 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 Paragraph 1 hereof.
3. 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 covenant and
agreement contained in the Loan Documents and herein, the Assignor hereby grants Florida Housing a
security interest, subject to the security interest of the Senior Mortgagee, in and to all present and future
profits, income and issues from the Premises and each and every part and parcel thereof, and also (to the
extent assignable) all present and future right, title and interest of the Assignor under and by virtue of each
and every franchise, license, permit, lease, (excluding the Ground Lease), contract for deed, reservation
agreement, or purchase and sale agreement ("Purchase Agreements"), loan commitment, 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 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 (other than residential tenant leases and the Ground Lease)
affecting the Premises as of the day and year first above written nor shall there be any in existence at the
time of recordation of the Mortgage and other instruments of security, except those specifically described
in a separate lease affidavit executed by Assignor in favor of Florida Housing of even date herewith.
Assignor further warrants that, except with regard to the Senior Mortgagee, the Subordinate Mortgagee, or
other Permitted Encumbrances (as defined in the Mortgage) and any document shown on the title
commitment, 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.
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4. Attornment by Lessees in Event of Default. Subject to the rights of the Senior
Mortgagee, the Assignor hereby irrevocably directs each tenant under each Assigned Lease, upon demand
and notice from Florida Housing of the Assignor's default under any of the Loan Documents, to pay Florida
Housing all rents, issues and profits accruing or due under its Assigned Lease from and after the receipt of
such demand and notice. Any tenants making such payment to Florida Housing shall be under no obligation
to inquire into or determine the actual existence of any such default claimed by Florida Housing.
5. 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 defaults on
the part of any of the parties thereto;
(b) that the Assignor shall not lease all or any part of the Premises except pursuant to
(i) leases related to the operation of the Development, and (ii) written lease agreements, the form
of which shall be approved by Florida Housing and shall be in compliance with the Land Use
Restriction Agreement and the Mortgage, and which executed lease agreements shall not be
modified or amended (except to extend the term thereof, to change the monthly rental or security
deposit thereunder or to incorporate provisions previously approved by Florida Housing or which
are done in the ordinary course of business) without the prior written consent of Florida Housing;
(c) that the Assignor has not sold and shall not, assign, transfer, mortgage or pledge
any of the rents, issues or profits from the Premises or any part thereof, whether now or hereafter
to become due, to any person, firm or corporation other than Florida Housing and to the Senior
Mortgagee and any subordinate mortgagee reflected on the Title Policy;
(d) that no rents, issues or profits of the 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;
(e) that the Assignor shall not assign, pledge or otherwise encumber any of the
Assigned Leases or any of the rents thereunder, except in conformity with the Land Use Restriction
Agreement or as specifically permitted by the Mortgage and unless the prior written consent of
Florida Housing 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;
(f) that the Assignor shall not, without in each case having obtained the prior written
consent of Florida Housing thereto, except in the ordinary course of business amend or modify,
directly or indirectly in any respect whatsoever cancel, terminate, or accept any surrender of any
Assigned Lease;
(g) that the Assignor shall not, except in the ordinary course of business, waive or give
any consent with respect to any default or variation in the performance of any of the terms,
covenants and conditions on the part of any lessee, sublessee, tenant or other occupant to be
performed under any of the Assigned Leases, but will at all times take proper steps to enforce all
of the provisions and conditions thereof;
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VISTA BREEZE / NRTF / RFA 2021-205 / 2022-159SN
(h) that the Assignor shall not collect or receive, without in each case having obtained
the prior written consent of Florida Housing thereto from any such lessee, sublessee, 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;
(i) that the Assignor shall 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;
0) that the Assignor shall, upon written request by Florida Housing, while this
Assignment remains in force and effect, give such written notices upon any lessee, sublessee, tenant
or other occupant of any portion of the 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
Florida Housing may reasonably request at any time for the purpose of securing its rights hereunder;
(k) that at all times during which this Assignment shall be in effect, the Assignor shall
use commercially reasonable efforts to keep the Premises fully rented consistent with the
requirements of the Land Use Restriction Agreement and the Mortgage; and
(1) that during normal business hours, the Assignor shall grant Florida Housing and
its agents (including the Servicer) access to its tenant records and the Assigned Leases as provided
in the Land Use Restriction Agreement and the Mortgage.
6. Indemnification.
6.1. The Assignor hereby agrees to indemnify, defend and hold Florida Housing harmless (a)
against and from any and all liability, loss, damage and expense, including reasonable legal fees, costs and
expenses which it may or shall incur under or in connection with any of the Assigned Leases, or by reason
of any of the Loan Documents, or by reason of any action taken by Florida Housing under any of the Loan
Documents (including without limitation any action which Florida Housing in its discretion may make to
protect its interest in the Premises, including without limitation the making of advances and the entering
into of any action or proceeding arising out of or in connection with the Assigned Leases or the Loan
Documents), and (b) against and from any and all claims and demands 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, excluding, however,
acts constituting gross negligence or wrongful misconduct and acts occurring after Florida Housing shall
have taken actual possession of the Premises. The foregoing is in addition and shall in no way limit the
scope of those certain other indemnities granted by the Assignor under the Loan Documents.
6.2. Should Florida Housing 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 Florida Housing immediately upon demand, or at the option of Florida Housing, Florida
Housing may reimburse itself therefor out of any rents, issues or profits of the Premises collected by Florida
Housing.
6.3. Nothing contained herein shall operate or be construed to obligate Florida Housing 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
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VISTA BREEZE / NHTF / RFA 2021-205 / 2022-159SN
obligation upon Florida Housing 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.
6.4 Prior to actual entry into and taking possession of the Premises by Florida Housing, this
Assignment shall not operate to place upon Florida Housing any responsibility for the operation, control,
care, management or repair of the 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 Premises is and shall be that of the Assignor prior to such actual entry and taking of possession.
7. Exercise of Remedies. Failure of Florida Housing 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 Florida
Housing under this Assignment are cumulative and are not in lieu of but are in addition to any other rights
and remedies which Florida Housing shall have under or by virtue of any other of the Loan Documents at
law or in equity. The rights and remedies of Florida Housing hereunder may be exercised from time to
time and as often as such exercise is deemed expedient. Nothing contained in this Assignment and no act
done or omitted by Florida Housing pursuant to the powers and rights granted hereunder shall be deemed
to be a waiver by Florida Housing of any of its rights and remedies under any Loan Document. This
Assignment is made and accepted without prejudice to any of such rights and remedies possessed by Florida
Housing to collect the principal sum, interest and all other indebtedness secured hereby or by the Loan
Documents and to enforce any other security therefor held by it, and said rights and remedies may be
exercised by Florida Housing either prior to, simultaneously with, or subsequent to any action taken by it
hereunder.
S. Assignment by Florida Housing. Florida Housing shall have the right to assign to any
subsequent holder of the Mortgage, or to any person acquiring title to Assignor's interest in the Premises,
Florida Housing's right, title and interest in this Assignment, including without limitation the rights of
indemnification under Paragraph 6 hereof and 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 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 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 automatically become and be void and of no effect.
10. No Merger of Assigned Leases. As against Florida Housing, 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 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 Florida Housing shall consent in writing to said merger.
11. Notice. All notices and other communications to be made or permitted to be made
hereunder shall be in writing and shall be delivered to the addresses shown below or to such other addresses
that the parties may provide to one another in accordance herewith. Such notices and other communications
shall be given by any of the following means: (a) personal service; or (b) national express air courier,
provided such courier maintains written verification of actual delivery. Any notice or other communication
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VISTA BREEZE / NHTF / RFA 2021-205 / 2022-159SN
given by the means described in subsection (a) or (b) above shall be deemed effective upon the date of
receipt or the date of refusal to accept delivery by the party to whom such notice or other communication
has been sent.
Florida Housing: Florida Housing Finance Corporation
227 North Bronough Street, Suite 5000
Tallahassee, Florida 32301-1329
Attention: Executive Director
Telephone: (850) 488-4197
with a copy to: Weiss Serota Helfinan Cole & Bierman, P.L.
2800 Ponce de Leon Blvd, Suite 1200
Coral Gables, Florida 33134
Attention: Maria V. Currais, Esq.
Telephone: (305) 854-0800
Email: mcurrais&wsh-law.com
Assignor: Vista Breeze, Ltd.
3 Miami Central
161 NW 6th Street, Suite 1020
Miami, Florida 33136
Attention: Kenneth Naylor
Telephone: (305) 357-4700
Email: knaylor@gpcompanies.com
with a copy to: Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
150 W. Flagler Street, Suite 2200
Miami, Florida 33130
Attention: Brian McDonough, Esq.
Telephone: (305) 789-3350
Email: BMcDonoughgstearnsweaver.com
with a copy to: Klein Hornig LLP
1325 G Street NW, Suite 770
Washington, District of Columbia 20005
Attention: Chris Hornig
Telephone: (202) 926-3402
Email: CHornig@kleinhomig.com
Co -General Partner: Vista Breeze HACMB, Inc.
200 Alton Road
Miami Beach, Florida 33139
Attention: Miguell Del Campillo
Telephone: (305) 532-6401
Email: mi uell(a�,hacmb.org
with a copy to: Fox Rothschild LLP
BNY Mellon Center
500 Grant Street, Suite 2500
Pittsburgh, Pennsylvania 15219
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VISTA BREEZE / NHTF / RFA 2021-205 / 2022-159SN
Attention: Alec Stone, Esq.
Telephone: (412) 391-2523
Email: aistone@foxrothschild.com
Servicer: AmeriNatQ
5130 Sunforest Drive, Suite 150
Tampa, Florida 33634
Attention: Mark Fredericks
Telephone: (866) 269-1777
Email: mfredericks@amerinatls.com
Any party may change said address by giving the other parties hereto notice of such change of
address in accordance with the foregoing provisions. Notwithstanding the foregoing, notice by email shall
be ineffective as notice under this Assignment.
12. Further Assurances. At any time during the term of this Assignment, upon the request
therefor by Florida Housing, the Assignor shall 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 Premises and the rights to rents and all payments due thereunder which assignments shall be subject
to the terms and conditions of this Assignment.
13. Subordination of Leases. Subject to the Senior Mortgage, all leases, subleases, tenancies
and other agreements (except for the permitted encumbrances) affecting the use of the Premises now or
hereafter existing shall be subordinate to the Mortgage.
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 Assignment 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 Florida Housing 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
Florida Housing 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.
10
Asmt of Leases, Rents, Contract Rights
VISTA BREEZE / NHTF / RFA 202I -205 / 2022-159SN
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.
14.9. The provisions of Section 3.07 of the Mortgage are hereby incorporated herein by this
reference.
14.10. Wherever, pursuant to this Assignment, (a) Florida Housing exercises any right given to it
to approve or disapprove, (b) any arrangement or term is to be satisfactory to Florida Housing, or (c) any
other decision or determination is to be made by Florida Housing, the decision of Florida Housing to
approve or disapprove, all decisions that arrangements or terms are satisfactory or not satisfactory and all
other decisions and determinations made by Florida Housing, shall be in the sole and absolute discretion of
Florida Housing and shall be final and conclusive, except as may be otherwise expressly and specifically
provided herein.
14.11 Florida Housing agrees that any cure of any default made or tendered by the Investor Limited
Partner shall be deemed to be a cure by Assignor and shall be accepted or rejected on the same basis as if
made or tendered by Assignor.
(SIGNATURES ON THE FOLLOWING PAGE)
11
Asmt of Leases, Rents, Contract Rights
VISTA BREEZE / NHTF / RFA 2021-205 / 2022-159SN
SIGNATURE PAGE FOR
ASSIGNMENT OF LEASES, RENTS AND CONTRACT RIGHTS
(VISTA BREEZE / NHTF / RFA 2021-205 / 2022-159SN)
IN WITNESS WHEREOF, the Assignor has caused this Assignment to be executed and delivered
by its duly authorized representative on the date first set forth above.
WITNESSES: ASSIGNOR:
. ISTA BREEZE, LTD., a Florida limited partnership
Print: Reb« 1Lk0'r r-�'ew By: APC Vista Breeze, LLC, a Florida lilted liability
Print: Marlene Sanch
STATE OF FLORIDA
COUNTY OF Miami-Daut;
company, its managing generalyartne}
M.
Address: 3 Miami Central
161 NW 6th Street, Suite 1020
Miami, FL 33136
The foregoing instrument was acknowl ged be re me by means of physical presence or
online notarization this �/' day of 4 2023, by Kenneth Naylor, as Vice
President of APC Vista Breeze, LLC, a Florida limited liability company, the managing general partner of
VISi)iA BREEZE, LTD., a Florida limited partnership, on behalf of the limited partnership. Who is
personally known to me or has produced a as
identification.
[SEAL]
pjy��^',:
MARLENE CASAR SA,NC7E_
±L W Q
.
Notary Public State of ; :orica
Commission HH 415083
My Comm. Expires Oct 19, 2027
Bonded through National Notary Assn,
Notary Public
Print Name: Marl anchez
Commission Expires: 10 i y "-,
Commission No.: V-
,I,a 913od 3
S-1
i.._CASY PAGE
EXHIBIT "A"
LEGAL DESCRIPTION
(VISTA BREEZE / NHTF / RFA 2021-205 / 2022-159SN)
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
EXH A
Asmt of Leases, Rents, Contract Rights
VISTA BREEZE / SAIL / RFA 2021-205 / 2022-159SN