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85. Guaranty of Recourse Obligations - Vista Breeze 4886-3831-1811.6 ABSOLUTE AND UNCONDITIONAL GUARANTY OF RECOURSE OBLIGATIONS (Vista Breeze) This CONTINUING, ABSOLUTE AND UNCONDITIONAL GUARANTY OF RECOURSE OBLIGATIONS (the “Guaranty”) is made as of December 1, 2023, by VISTA BREEZE, LTD., a Florida limited partnership (the “Borrower”), APC VISTA BREEZE, LLC, a Florida limited liability company, its managing general partner, VISTA BREEZE HACMB, INC., a Florida not for profit corporation, ATLANTIC PACIFIC COMMUNITIES, LLC, a Delaware limited liability company, APC VISTA BREEZE DEVELOPMENT, LLC, a Florida limited liability company, HACMB DEVELOPMENT, LLC, a Florida limited liability company, HOWARD D. COHEN REVOCABLE TRUST UNDER AGREEMENT DATED 4/6/1993, and HOWARD D. COHEN, individually (each a “Guarantor” and together with the Borrower, the “Guarantors”), for the benefit of 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 (the “Governmental Lender”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, with a representative office located in Jacksonville, Florida, as fiscal agent under the below-described Funding Loan Agreement (in such capacity, the “Fiscal Agent”). R E C I T A L S: A. All capitalized terms in this Guaranty not otherwise defined herein shall have the meanings set forth in the Funding Loan Agreement (as hereinafter defined). B. The Legislature of the State of Florida (the “State”) has enacted the Florida Housing Finance Authority Law, Sections 159.601-159.623, Florida Statutes, as amended (the “Act”), pursuant to which the State has empowered each county in the State to create by ordinance a separate public body corporate and politic, to be known as a housing finance authority of the county for which it was created, for the purpose of alleviating a shortage of housing and creating capital for investment in housing in the area of operation of such housing finance authority. C. Pursuant to the Act, the Board of County Commissioners of Miami-Dade County, Florida, by its Resolution R-1194-78, adopted October 17, 1978, declared the need for a housing finance authority to function in Miami-Dade County, Florida (the “County”) and enacted on December 12, 1978, Ordinance No. 78-89, as amended by Ordinance No. 11-99 enacted December 6, 2011 (collectively, the “Ordinance”), creating the Governmental Lender to carry out and exercise, without limitation except as expressly stated in the Ordinance, all powers and public and governmental functions set forth in and contemplated by the Act. D. Pursuant to the Act, the Governmental Lender, the Fiscal Agent and the Borrower have entered into that certain Construction Phase Borrower Loan Agreement dated as of December 1, 2023 (the “Construction Phase Borrower Loan Agreement”), and following Conversion, an Amended and Restated Borrower Loan Agreement (the “Permanent Phase Borrower Loan Agreement,” and together with the Construction Phase Borrower Loan Agreement, the “Borrower Loan Agreements”) to be entered into by and among the Governmental Lender, the Fiscal Agent and the Borrower upon Conversion, the terms of which are hereinafter incorporated by this reference, under which the Governmental Lender has agreed to make a loan pursuant to the Construction Phase Borrower Loan Agreement (the “Construction Phase Loan”) and a permanent phase mortgage loan pursuant to the Permanent Phase Borrower Loan Agreement (the “Permanent Phase Loan” and, together with the Construction Phase Loan, the “Borrower Loans”) in the maximum aggregate principal amount of THIRTY-TWO MILLION FIVE HUNDRED 2 4886-3831-1811.6 THOUSAND AND NO/100 DOLLARS ($32,500,000) to the Borrower to finance the acquisition and construction of a multifamily rental housing development known as Vista Breeze (the “Project”) located on property within Miami-Dade County, Florida, the legal description for which is set forth in Exhibit “A” attached hereto and incorporated herein by this reference (the “Land”) and the Borrower has agreed to execute and deliver the Construction Phase Borrower Note and the Permanent Phase Borrower Note, as applicable (the “Borrower Note”) as security for the Borrower Loans. E. In order to provide the funds with which to make the Borrower Loans to Borrower, the Governmental Lender has authorized the issuance of its $32,500,000 aggregate principal amount of its Housing Finance Authority of Miami-Dade County, Florida Multifamily Housing Revenue Note, Series 2023 (Vista Breeze) (the “Governmental Lender Note”) pursuant to that certain Funding Loan Agreement dated as of December 1, 2023, among the Governmental Lender, Bank of America, N.A., as Funding Lender and the Fiscal Agent, as amended and restated pursuant to the Amended and Restated Funding Loan Agreement to be effective on the Conversion Date (collectively, the “Funding Loan Agreement”), the terms of which are incorporated herein by this reference. F. As a condition to the Governmental Lender making the Borrower Loans to Borrower, and pursuant to the requirements of the Borrower Loan Agreements and the Funding Loan Agreement, the Governmental Lender, the Fiscal Agent and Borrower have executed that certain Land Use Restriction Agreement dated as of December 1, 2023 (the “Tax Regulatory Agreement”), the terms of which are incorporated herein by this reference, setting forth certain terms and conditions relating to the permanent financing for the Project and which sets forth various other covenants and agreements that run with the land on which the Project is located. G. To induce the Governmental Lender to authorize the issuance and sale of the Governmental Lender Note pursuant to the Funding Loan Agreement for the purpose of providing construction and permanent financing for the Project; and to further induce the Governmental Lender to make the Borrower Loans to the Borrower pursuant to the Borrower Loan Agreements, the Guarantors have agreed to deliver this Guaranty. H. The Guarantors acknowledge and agree that they will benefit from the Project. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: ARTICLE 1 DEFINITIONS Section 1.1 Definitions. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Funding Loan Agreement. ARTICLE 2 REPRESENTATIONS AND WARRANTIES The Guarantors make the following representations and warranties which shall be continuing representations and warranties until this Guaranty terminates in accordance with the provisions contained herein: Section 2.1 Existence and Rights. The Guarantors are of sound mind and body or an entity duly organized under the laws of the state of its existence and in good standing thereunder. The Guarantors 3 4886-3831-1811.6 have powers and adequate authority, rights and franchises to own property and to carry on their business as now owned and carried on, and are duly qualified and in good standing in each juri sdiction in which the property owned by them or the business conducted by them makes such qualification necessary, including, without limitation, the State, and the Guarantors have the power and adequate authority to make and carry out this Guaranty. Section 2.2 Guaranty Authorized and Binding. The execution, delivery and performance of this Guaranty are duly authorized, where appropriate, and do not require the consent or approval of any governmental body or other regulatory authority; are not in contravention of, or in conflict with, any law or regulation or any term or provision of the organizational documents of the Guarantors, where applicable; and this Guaranty is a valid and legally binding obligation of the Guarantors enforceable in accordance with its terms. Section 2.3 No Conflict. The execution and delivery of this Guaranty are not, and the performance of this Guaranty will not be, in contravention of, or in conflict with, any agreement, indenture or undertaking to which the Guarantors are a party or by which the Guarantors or any of the Guarantors' properties are or may be bound or affected and do not, and will not, cause any security interest, lien or other encumbrance to be created or imposed upon any such property. Section 2.4 Litigation. Except as set forth in Exhibit “B” attached hereto, there is no litigation or other proceeding pending or, to the best of the Guarantors' knowledge, threatened against, or affecting, the Guarantors or the Guarantors' properties which, if determined adversely to the Guarantors, would have a materially adverse effect on the financial condition, properties, businesses or operations of the Guarantors, or which prevents or interferes with or adversely affects the Guarantors' entering into this Guaranty or the validity of this Guaranty or the carrying out of the terms hereof, and the Guarantors are not in default with respect to any order, writ, injunction, decree or demand of any court or other governmental or regulatory authority. Section 2.5 Financial Condition. The Guarantors' financial statements, if any, which have heretofore been submitted in writing by the Guarantors (including all footnotes) to the Governmental Lender in connection herewith, are true and correct in all material respects and fairly present the financial condition of the Guarantors for the period covered thereby. Since the date of said financial statements, there have been no material adverse changes in the Guarantors' financial condition. The Guarantors have no knowledge of any liabilities, contingent or otherwise, as of the date of t heir respective financial statements which are not reflected in said financial statements; and, other than in the ordinary course of the Guarantors' business, the Guarantors have not entered into any commitments or contracts which are not reflected in the Guarantors' respective financial statements or which may have a materially adverse effect upon the Guarantors' financial condition, operations or business as now conducted. Section 2.6 Solvency. The Guarantors are not Insolvent (as defined below) as of the date hereof and the execution and delivery of this Guaranty will not (a) render the Guarantors insolvent under generally accepted accounting principles nor render the Guarantors Insolvent, (b) leave the Guarantors with remaining assets which constitute unreasonably small capital given the nature of the Guarantors ' business, and (c) result in the incurrence of Debts (defined below) beyond the Guarantors' ability to pay them when and as they mature. For the purposes of this Section, “Insolvent” means that the present fair salable value of assets is less than the amount that will be required to pay the probable liability on existing Debts as they become absolute and matured. For the purposes of this Section, “Debts” includes any legal liability for indebtedness, whether matured or unmatured, liquidated or unliquidated, absolute, fixed or contingent. 4 4886-3831-1811.6 Section 2.7 Financial or other Benefit or Advantage. The Guarantors hereby acknowledge and warrant that the Guarantors have derived or expect to derive a financial or other benefit from the Project. ARTICLE 3 AGREEMENTS Section 3.1 Guaranteed Obligations. The Guarantors hereby covenant and unconditionally guarantee to the Governmental Lender and the Fiscal Agent and their respective successors or assigns the due and punctual payment of the Governmental Lender Fee, the Ordinary Fiscal Agent's Fees and Expenses, the Governmental Lender Servicer Fee and reasonable extraordinary costs and expenses, including, without limitation, legal fees and out of pocket costs and expenses of Bond Counsel, Governmental Lender's counsel and Fiscal Agent's counsel incurred in connection with the interpretation or enforcement of the Financing Documents, as well as any and all indemnity obligations running to the Governmental Lender or Fiscal Agent from the Borrower set forth in the Financing Documents (collectively the “Guaranteed Obligations”). Notwithstanding the foregoing, “Guaranteed Obligations” shall not include principal or interest under the Financing Documents and Funding Loan Documents or corresponding payments thereunder. This Guaranty is a guaranty of payment and not of collection only, and the obligations hereunder shall be absolute, independent and unconditional under any and all circumstances, without regard to the validity or enforceability of the Financing Documents and Funding Loan Documents against the Borrower. The parties hereto agree that there shall be no third party beneficiaries of this Guaranty. Section 3.2 Further Assurances. The Guarantors will, at their expense, execute, acknowledge and deliver all such further documentation, instruments and assurances and the like and take all such further action as the Governmental Lender shall reasonably require in order to carry out the intentions or facilitate the provisions of this Guaranty. Section 3.3 Obligations Absolute. The Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be affected or impaired by the following, any of which may be taken without the consent of, or notice to, the Guarantors, nor shall any of the following give the Guarantors any recourse or right of action against the Governmental Lender or the Fiscal Agent: (a) Any delay, exercise or non-exercise by the Governmental Lender or the Fiscal Agent of any right or privilege under this Guaranty; (b) Any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to the Guarantors, the Borrower, any general partner, member or any other guarantor (which term shall include any other party at any time directly or contingently liable for any of the Guarantors' obligations under this Guaranty, including without limitation, any general partner, member or property manager) or any affiliate of the Borrower or the Guarantors, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the Guarantors shall have had notice or knowledge of any of the foregoing; (c) Any assignment or other transfer of this Guaranty in whole or in part; (d) Any acceptance of partial funding of the Guaranteed Obligations; and 5 4886-3831-1811.6 (e) Any subordination, compromise or release of any or all of the property or other collateral, if any, securing the Guarantors' obligations under this Guaranty, or any substitution with respect thereto. Section 3.4 Waivers. The Guarantors unconditionally waive the following defenses to the enforcement of this Guaranty: (a) All presentments, notices of nonperformance, protests, notices of protest, notices of dishonor, and notices of acceptance of this Guaranty; (b) Any right to require the Governmental Lender or the Fiscal Agent to proceed against the Borrower or any other guarantor at any time, or to proceed against or exhaust any security held by the Governmental Lender at any time, or to pursue any other remedy whatsoever at any time; (c) Any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to the Borrower, or the Guarantors or any affiliate of the Borrower or the Guarantors or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the Guarantors shall have had notice or knowledge of any of the foregoing; (d) Any right the Guarantors might have under the laws of the State to revoke this Guaranty, it being the intention of the Guarantors that this Guaranty remain in full force and effect until termination, as provided herein; (e) Any defense based upon an election of remedies by the Governmental Lender or the Fiscal Agent, including, without limitation, any remedies which destroy or impair the subrogation rights of the Guarantors to proceed against the Borrower or any general partner or managing member, as applicable, for reimbursement or both; (f) Any duty of the Governmental Lender or the Fiscal Agent to advise the Guarantors of any information known to the Governmental Lender or the Fiscal Agent regarding the financial condition of the Borrower or any general partner or managing member, as applicable, and all other circumstances affecting the ability of the Borrower or any general partner or managing member, as applicable , to perform its obligations to the Governmental Lender or the Fiscal Agent, it being agreed that the Guarantors assume the responsibility for being and keeping informed regarding such conditions or any such circumstances; (g) Any rights to enforce any remedy which the Governmental Lender or the Fiscal Agent now has or may hereafter have against the Borrower, or any general partner or managing member, as applicable and any benefit of, and any right to participate in, any security now or hereafter held by the Governmental Lender or the Fiscal Agent; and (h) Any defense based upon the unenforceability for any reason of the Financing Documents or the Funding Loan Documents, or the failure of such documents for any reason to be valid, binding and enforceable obligations of the Borrower, other than full performance by the Borrower of its obligations thereunder. Section 3.5 Subrogation. Notwithstanding any other provision of this Guaranty to the contrary and until all outstanding obligations of the Guarantors due and owing hereunder have been paid in full, the Guarantors hereby waive any claims or other rights which the Guarantors may now have or hereafter acquire against any other guarantor of all or any of the obligations of the Guarantors under this Guaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution 6 4886-3831-1811.6 or indemnification, any right to participate in any claim or remedy of the Governmental Lender against the Borrower, any general partner or managing member, as applicable, or the Guarantors or any collateral which the Governmental Lender or the Fiscal Agent now has or hereafter acquires, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, by any payment made hereunder or otherwise, including, without limitation, the right to take or receive from the Borrower, any general partner or managing member or the Guarantors, directly or indirectly, in cash or other property or by set off or in any other manner, payment or security on account of such claim or other rights; provided that so long as the Borrower and the Guarantors are not in default hereunder or under the Financing Documents or Funding Loan Documents, then the Guarantors may be entitled to receive and retain payments made to the Guarantors. Section 3.6 Additional Waivers. The Guarantors shall not be released or discharged, either in whole or in part, by the Governmental Lender's or the Fiscal Agent's failure or delay to (a) perfect or continue the perfection of any lien or security interest in any collateral which secures the obligations of any other guarantor, or (b) protect the property covered by such lien or security interest. Section 3.7 Dealings with Parties. The Governmental Lender shall have complete discretion, without giving notice to or obtaining the consent of the Guarantors, the Borrower and each other person or entity who now is or after the date hereof becomes liable in any manner for any of the Guarantors ' obligations under this Guaranty, in such manner as the Governmental Lender shall decide, and accordingly each Guarantor grants to the Governmental Lender full authority, in its sole discretion, whether before or after termination of this Guaranty, to do any and all of the following, without limiting the generality of the foregoing: extend credit, make loans and afford such financial accommodation to the Borrower or any general partner or managing member, as applicable, at such times, in such amounts and on such terms as the Governmental Lender may approve; vary the terms or alter, compromise, accelerate and grant extensions or renewals of time or manner of payment of any present or future obligations under this Guaranty, assign or transfer this Guaranty or any other instrument evidencing or securing the obligations under this Guaranty in whole or in part; vary, exchange, release or discharge, wholly or partially, the Borrower or any general partner, member or any other guarantor or obligor of the obligations under this Guaranty, and compromise or make any settlement or other arrangement with the Borrower, any general partner or managing member and/or any other guarantor, and if the obligations under this Guaranty are now or hereafter secured, exchange, substitute or release in part or in full all of the security given for the payment and performance of the Guarantors' obligations under this Guaranty. With respect to Vista Breeze, Ltd., the provisions of this paragraph 3.7 are intended to apply to Vista Breeze, Ltd., in its capacity as Guarantor and nothing in this paragraph 3.7 is intended to constitute a waiver of any notice rights afforded to Vista Breeze, Ltd., in its capacity as Borrower under the Financing Documents or Funding Loan Documents or any other document entered into in connection with the Borrower Loans. Section 3.8 Bankruptcy No Discharge; Repayments. So long as any of the Guaranteed Obligations shall be owing to the Governmental Lender or the Fiscal Agent, the Guarantors shall not, without the prior written consent of the Governmental Lender and the Fiscal Agent, commence or join with any other party in commencing any bankruptcy, reorganization or insolvency proceedings of or against the Borrower or any general partner or managing member, as applicable. The Guarantors understand and acknowledge that by virtue of this Guaranty, the Guarantors have specifically assumed any and all risks of a bankruptcy or reorganization case or proceeding with respect to the Borrower and any general partner or managing member, as applicable. As an example and not in any way of limitation, a subsequent modification of the Guaranteed Obligations in any reorganization case concerning the Borrower or any general partner or managing member, as applicable, shall not affect the obligation of the Guarantors to pay 7 4886-3831-1811.6 and perform the Guaranteed Obligations in accordance with their respective original terms. If claim is ever made upon the Governmental Lender or the Fiscal Agent for repayment of any amount or amounts received by the Governmental Lender or the Fiscal Agent in payment of the obligations under this Guaranty (whether or not all or any part of such payment is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid by the Governmental Lender or the Fiscal Agent) and the Governmental Lender or the Fiscal Agent repays all or any part of said amount, then, notwithstanding any revocation or termination of this Guaranty or the cancellation of any other instrument evidencing the Guaranteed Obligations, the Guarantors shall be and remain liable to the Governmental Lender or the Fiscal Agent for the amount so repaid by the Governmental Lender or the Fiscal Agent, to the same extent as if such amount had never originally been received by the Governmental Lender or the Fiscal Agent; provided that as long as the Borrower and the Guarantors are not in default hereunder or under the Financing Documents or Funding Loan Documents then the Guarantors may be entitled to receive and retain payments made to the Guarantors. Section 3.9 Subordination. So long as any of the obligations of the Guarantors hereunder remain unpaid or undischarged, the Guarantors agree that any and all claims they may have against the Borrower or any authorized or managing member shall be and hereby are subordinated to the Guaranteed Obligations and all other claims of the Governmental Lender and the Fiscal Agent against the Borrower or any authorized or managing member. Any indebtedness of the Borrower or any authorized or managing member, as applicable, to the Guarantors shall be collected and received by the Guarantors as trustee for the Governmental Lender and the Fiscal Agent and be paid over to the Governmental Lender or the Fiscal Agent, as the case may be, on account of the indebtedness of the Guarantors to the Governmental Lender or the Fiscal Agent, as the case may be, upon demand by such party; provided that so long as the Borrower and the Guarantors are not in default hereunder or under the Financing Documents then the Guarantors may be entitled to receive and retain payments made to the Guarantors. Section 3.10 Independent and Separate Obligations. The obligations of the Guarantors hereunder are independent of any obligation of the Borrower or any general partner or managing member and, in the event of any default hereunder, a separate action or actions may be brought and prosecuted against the Guarantors whether or not the Guarantors are the alter ego of the Borrower, any general partner or managing member, or any other guarantor. The Governmental Lender's and the Fiscal Agent's rights hereunder shall not be exhausted until the conditions to termination in Section 4.6 below have been satisfied. Section 3.11 Setoff. The Governmental Lender and the Fiscal Agent shall have a right of setoff against, and the Guarantors hereby grant a security interest in, all moneys, securities and other property of the Guarantors now or hereafter in the possession of, or on deposit with the Governmental Lender or the Fiscal Agent in connection with the Borrower Loans, whether held in a general or special account or deposit, or for safekeeping or otherwise. Such right is in addition to any right of setoff the Governmental Lender or the Fiscal Agent may have by law. After an event of default hereunder which has not been cured within any applicable grace or cure period, all rights of setoff may be exercised without any further notice or demand to the Guarantors. No right of setoff shall be deemed to have been waived by any act or conduct on the part of the Governmental Lender or the Fiscal Agent, or by any neglect to exercise such right of setoff, or by any delay in doing so. Every right of setoff shall continue in full force and effect until the expiration of this Guaranty. Section 3.12 Payments. The Guarantors shall not be credited for the funding of any of the Guaranteed Obligations unless and until the Borrower has delivered to the Governmental Lender and the Fiscal Agent written acknowledgment of receipt of the required payment in immediately available funds from the Guarantors after a demand has been made by the Governmental Lender or the Fiscal Agent pursuant to this Guaranty. The Guarantors agree that whenever the Guarantors shall pay any amount to the 8 4886-3831-1811.6 Governmental Lender or the Fiscal Agent hereunder on account of the liability hereunder, the Guarantors will deliver such payment to the Borrower with a copy of such evidence of payment and notice to the Governmental Lender and the Fiscal Agent at the addresses provided in Section 4.1 below. The Guarantors understand that the Borrower and/or any general partner or managing member may have obligations to the Governmental Lender or the Fiscal Agent with respect to the Project that are not part of the Guarantors' obligations under this Guaranty. Section 3.13 Financial Statements. During the term of this Guaranty, the Guarantors covenant and agree to provide the Governmental Lender, on or before December 31 of each year, commencing December 31, 2024, with unaudited financial statements, including a balance sheet, an income statement, a statement of changes in financial position and such other statements as may be reasonably required by the Governmental Lender, prepared, where applicable, in accordance with generally accepted accounting practices consistently applied and certified as true and complete without qualification by the Guarantors or, if required by the Governmental Lender with respect to the Guarantors other than individuals, a certified public accountant acceptable to the Governmental Lender. The Guarantors further covenant and agree to immediately notify the Governmental Lender of any material adverse changes in the Guarantors' financial condition. Section 3.14 Governing Law/Consent to Jurisdiction. This Guaranty shall be governed by and construed in accordance with the laws of the State applicable to contracts entered into and entirely to be performed therein. The Guarantors hereby irrevocably submit and consent to the jurisdiction of the courts of the State of Florida and of the United States District Court for the district in which the Project is located in connection with any action, suit or other proceeding arising out of or relating to this Guaranty or any action taken or omitted hereunder. If the Guarantors are served in accordance with applicable law and should fail to appear or answer within the time prescribed by law, then the Guarantors shall be deemed in default and judgment may be entered against the Guarantors for the amount or other relief as demanded in any summons, complaint or other process so served. The Guarantors agree that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. ARTICLE 4 MISCELLANEOUS Section 4.1 Notices. All notices, requests, demands, consents, and other communications required or permitted to be given or made hereunder shall be in writing and shall be deemed to have been duly given if mailed, certified first class mail, postage prepaid, return receipt requested, to the party to whom the same is so given or made, at the address of such party as set forth below, which address may be changed by notice to the other parties hereto duly given pursuant hereto: To the Governmental Lender: Housing Finance Authority of Miami-Dade County, Florida 7855 NW 12th Street, Suite 202 Doral, Florida 33126 Attention: Executive Director Email: cgulley@hfamiami.com 9 4886-3831-1811.6 with a copy to: Miami-Dade County Attorney’s Office 111 N.W. First Street, Suite 2810 Miami, Florida 33128 Attention: David S. Hope, Esq. Email: dhope@miamidade.gov To the Fiscal Agent: The Bank of New York Mellon Trust Company, N.A. 4655 Salisbury Road, Suite 300 Jacksonville, Florida 32256 Attention: Corporate Trust Department Email: heidi.bowers@bnymellon.com Telephone: (904) 645-1983 Facsimile: (904) 886-1125 To the Governmental Lender Servicer: AmeriNat® 5130 Sunforest Drive, Suite 150 Tampa, Florida 33643 Attention: Mark Fredericks Telephone: (813) 282-4800 Ext. 1517 Email: mfredericks@amerinatls.com To the Guarantors: Vista Breeze, Ltd. c/o Atlantic Pacific Communities, LLC 161 NW 6th Street Suite 1020 Miami, Florida 33136 Attention: Kenneth Naylor Telephone: (305) 357-4700 Email: knaylor@apcompanies.com APC Vista Breeze, LLC c/o Atlantic Pacific Communities, LLC 161 NW 6th Street Suite 1020 Miami, Florida 33136 Attention: Kenneth Naylor Telephone: (305) 357-4700 Email: knaylor@apcompanies.com Vista Breeze HACMB, Inc. c/o Housing Authority of the City of Miami Beach 200 Alton Road Miami Beach, Florida 33139 Attention: Mike O’Hara Telephone: (305) 532-6401 Email: mikeo@hacmb.org 10 4886-3831-1811.6 Atlantic Pacific Communities, LLC 161 NW 6th Street Suite 1020 Miami, Florida 33136 Attention: Kenneth Naylor Telephone: (305) 357-4700 Email: knaylor@apcompanies.com APC Vista Breeze Development, LLC c/o Atlantic Pacific Communities, LLC 161 NW 6th Street Suite 1020 Miami, Florida 33136 Attention: Kenneth Naylor Telephone: (305) 357-4700 Email: knaylor@apcompanies.com HACMB Development, LLC c/o Housing Authority of the City of Miami Beach 200 Alton Road Miami Beach, Florida 33139 Attention: Mike O’Hara Telephone: (305) 532-6401 Email: mikeo@hacmb.org Howard D. Cohen Revocable Trust Under Agreement Dated 4/6/1993 c/o Atlantic Pacific Communities, LLC 161 NW 6th Street Suite 1020 Miami, Florida 33136 Attention: Kenneth Naylor Telephone: (305) 357-4700 Email: knaylor@apcompanies.com 11 4886-3831-1811.6 Howard D. Cohen c/o Atlantic Pacific Communities, LLC 161 NW 6th Street Suite 1020 Miami, Florida 33136 Attention: Kenneth Naylor Telephone: (305) 357-4700 Email: knaylor@apcompanies.com With a copy to: Klein Hornig LLP 1325 G. Street NW, Suite 770 Washington, DC 20005 Attention: Chris Hornig Tel: (202) 926-3402 Email: chornig@kleinhornig.com Fox Rothschild LLP BNY Mellon Center 500 Grant Street, Suite 2500 Pittsburg, Pennsylvania 15219 Attention: Alec Stone Email: ajstone@foxrothschild.com Telephone: (412) 391-2523 Funding Lender Representative: Bank of America, N.A. 401 E. Las Olas Boulevard, 9th Floor Fort Lauderdale, Florida 33301 Attention: Ben Rosenbaum Email: Binyamin.rosenbaum@bofa.com Telephone: (954) 765-2079 Bank of America, N.A. MA5-100-04-11 100 Federal Street Boston, MA 02110 Attention: Tax Credit Asset Management (Vista Breeze) Email: LIHTCreporting@bofa.com With a copy to: Holland & Knight LLP 31 West 52nd Street, 11th Floor New York, New York 10019 Email: Kathleen.furey@hklaw.com Telephone: (212) 513-3479 Section 4.2 Expenses. The Guarantors agree to pay all reasonable costs and expenses, including reasonable legal fees, which may be incurred by the Governmental Lender or the Fiscal Agent in 12 4886-3831-1811.6 any effort to collect or enforce any of the obligations of the Guarantors hereunder, whether or not any lawsuit is filed, including, without limitation, all costs and legal fees incurred by the Governmental Lender or the Fiscal Agent in any bankruptcy proceeding (including, without limitation, any action for relief from the automatic stay of any bankruptcy proceeding) and in any judicial or nonjudicial foreclosure action. Section 4.3 Amendments; Successors. Neither this Guaranty nor any term hereof may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, subject to the prior written consent of the Governmental Lender and the Fiscal Agent. All of the terms of this Guaranty shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that the Guarantors shall not have the right to assign any of the Guarantors' rights or obligations under this Guaranty. All remedies of the Governmental Lender and the Fiscal Agent are cumulative. When the context in which the words are used in this Guaranty indicates that such is the intent, words in the singular number shall include the plural and vice versa. If any one or more of the provisions of this Guaranty should be determined to be illegal or unenforceable, all other provisions shall remain effective. No delay or failure by the Governmental Lender or the Fiscal Agent to exercise any remedy against the Guarantors will be construed as a waiver of that right or remedy. If the Guarantors consist of more than one person or entity, the obligations hereunder shall be joint and several. Section 4.4 Assignability by the Governmental Lender and the Fiscal Agent. The Governmental Lender and the Fiscal Agent may each, at any time and from time to time, assign, conditionally or otherwise, all of their respective rights under this Guaranty, whereupon such assignee shall succeed to all rights of the Governmental Lender hereunder. The Governmental Lender and the Fiscal Agent may each, at any time and from time to time, assign, conditionally or otherwise, all of their rights under this Guaranty, whereupon such assignee shall succeed to all rights of the assignor hereunder to the extent that such rights may be assigned to it. The Governmental Lender shall give written notice to the Guarantors of any such assignment, but any failure to give, or delay in giving, such notice shall not affect the validity or enforceability of any such assignment. Section 4.5 Demands. Each demand by the Governmental Lender or the Fiscal Agent for performance or payment hereunder shall be in writing and shall be made in the manner set forth in Section 4.1 hereof. Interest shall accrue at the Default Interest Rate on all sums not paid by the Guarantors within thirty (30) days after demand. Section 4.6 Term. The obligations of the Guarantors under this Guaranty and any instrument which grants collateral to secure such obligations shall continue in full force and effect until either the Guarantors have or the Borrower, as the case may be, has fully performed all of the Guaranteed Obligations and paid all other amounts payable hereunder in accordance with the terms of this Guaranty and the period of time has expired during which any payment received by the Governmental Lender or the Fiscal Agent hereunder or any act performed by the Guarantors may be determined to be a preferential or fraudulent transfer under the United States Bankruptcy Code or other similar applicable laws at which time this Guaranty shall automatically, and without further action, terminate and be of no further force and effect. Section 4.7 Complete Agreement. This Guaranty supersedes any prior negotiations, discussions or communications between the Guarantors and the Governmental Lender and the Fiscal Agent and constitutes the entire agreement between the Governmental Lender and the Guarantors with respect to the Guaranteed Obligations. Section 4.8 Counterparts. This Guaranty may be executed in one or more counterparts, each of which taken together shall constitute one and the same instrument. 13 4886-3831-1811.6 Section 4.9 Advice of Counsel. The Guarantors represent and acknowledge to the Governmental Lender and the Fiscal Agent that the Guarantors have consulted with their attorneys regarding the terms and conditions and waivers set forth in this Guaranty. The Guarantors' attorneys have advised the Guarantors of the true legal consequences of each waiver set forth in this Guaranty, including the rights the Guarantors would have in the absence of such waivers. Section 4.10 Waiver of Jury Trial. THE GOVERNMENTAL LENDER AND THE GUARANTORS HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS GUARANTY AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE GOVERNMENTAL LENDER ENTERING INTO THE BORROWER LOANS AND ACCEPTING THIS GUARANTY. [Remainder of page intentionally left blank] IN WITNESS WHEREOF, the Guarantors have caused this Guaranty to be duly executed and delivered as of the date set forth above. Borrower / Guarantor: VISTA BREEZE, LTD., a Florida limited partnership By: APC Vista Breeze, LLC, a Florida limited liability,;company, its managing = (vA By Name: enneth ee Title: Vice Presiden Guarantor: APC VISTA BREEZE, LL, a Florida limited liability pan By: ZL fra e: K@pneth payor Titlk: Vice Prgsdent Guarantor: VISTA BREEZE HACMB, INC., a Florida not for profit corporation By: Name: Miguel] Del Campillo Title: Executive Director Guarantor: ATLANTIC PACIFIC COMMUNITIES, LLC, a Ae ity co y By: 7 ame: Kenn hMaylor itle: Vice’President S-1 [Counterpart Signature Page — Guarantee of Recourse Obligations] 4886-3831-1811.5 IN WITNESS WHEREOF, the Guarantors have caused this Guaranty to be duly executed and delivered as of the date set forth above. Borrower / Guarantor: VISTA BREEZE, LTD., a Florida limited partnership By: APC Vista Breeze, LLC, a Florida limited liability company, its managing general partner By: Name: Kenneth Naylor Title: Vice President Guarantor: APC VISTA BREEZE, LLC, a Florida limited liability company By: + Name: Kenneth Naylor Title: Vice President Guarantor: VISTA(BREEZE HACMB, INC., i for profit corporatio By: LZ lw Name: Miguell Del Campillo Title: Executive Director Guarantor: ATLANTIC PACIFIC COMMUNITIES, LLC, a Delaware limited liability company By: Name: Kenneth Naylor Title: Chief Operating Officer S-1 [Counterpart Signature Page — Guarantee of Recourse Obligations] 4886-3831-1811.5 Guarantor: APC VISTA BREEZE DEVELOPMENT, LLC, a Florida limited ig ee By: ZL, y “Name: Howard ®. Cohen Title: Manager Guarantor: HACMB DEVELOPMENT, LLC, a Florida limited liability company By: Miami Beach Housing Initiatives, Inc., a Florida not for profit corporation, its sole member By: Name: Miguell Del Campillo Title: Executive Director Guarantor: HOWARD D. COHEN REVOCABLE TRUST UNDER A E Za, By: 4 Zz Liu Name: Howard D. Cohen Title: Trustee Guarantor Howard D. Cohen, Individually S-2 {Counterpart Signature Page — Guarantee of Recourse Obligations] 4886-3831-1811.5 Guarantor: APC VISTA BREEZE DEVELOPMENT, LLC, a Florida limited liability company By: Name: Howard D. Cohen Title: Manager Guarantor: HACMB DEVELOPMENT, LLC, a Florida limited liability company By: Miami Beach Housing Initiatives, Inc., a Flori not Torgrofit corporation, its sole memb By: Name: Miguell Del Cempily Title: Executive Director ‘ Guarantor: HOWARD D. COHEN REVOCABLE TRUST UNDER AGREEMENT DATED 4/6/1993 By: Name: Howard D. Cohen Title: Trustee Guarantor By: Howard D. Cohen, Individually S-2 {Counterpart Signature Page ~ Guarantee of Recourse Obligations] 4886-3831-1811.5 A-1 4886-3831-1811.6 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. B-1 4886-3831-1811.6 EXHIBIT “B” PENDING LITIGATION C & C MANAGEMENT, INC. VS 1 STATES SECURITY COMPANY ET AL The dispute is between one of our security vendors, 1 State Security, who pledged its A/R to the plaintiff, American Factor. Plaintiff alleges that APC was directed to make its payments to American Factor, but ceased doing so after receiving another direction to pay 1 State directly. Amount in controversy is approximately $145,000. There is no insurance coverage for this purpose, and we are paying for our representation. We’ve denied any liability and made a settlement offer of $20,000 and are awaiting response.