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86. Construction Loan Servicing Agreement - Vista Breeze 4868-7059-4692.6 CONSTRUCTION LOAN SERVICING AGREEMENT (VISTA BREEZE) This CONSTRUCTION LOAN SERVICING AGREEMENT (this “Agreement”) is made as of December 1, 2023, by and among the HOUSING FINANCE AUTHORITY OF MIAMI-DADE COUNTY, FLORIDA, a public body corporate and politic duly created and existing under the laws of the State of Florida (the “Governmental Lender”), AMERINAT®, a Minnesota limited liability company (the “HFA Servicer”), 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”), and VISTA BREEZE, LTD., a Florida limited partnership (the “Borrower”). W I T N E S S E T H: WHEREAS, all capitalized terms in this Agreement not otherwise defined shall have the meanings set forth in the Borrower Loan Agreement, the Funding Loan Agreement and the Subordinate Loan Agreement (each as hereinafter defined); and WHEREAS, the Governmental Lender has been created and organized pursuant to and in accordance with the provisions of Chapter 159, Part IV, Florida Statutes, 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 low, moderate or middle income in the State of Florida (the “State”); and WHEREAS, the Act authorizes the Governmental Lender: (a) to make loans to finance residential developments located within the State and intended to be occupied, to the extent required by applicable state or federal law, by persons or families of lower, moderate and middle income; (b) to issue revenue obligations for the purpose of obtaining monies to make such loans and provide such financing and to pay administrative costs and other costs incurred in connection with the issuance of such revenue obligations; and (c) pledge all or any part of the revenues and receipts to be received by the Governmental Lender from or in connection with such loans, and to mortgage, pledge or grant security interests in such loans in order to secure the payment of the principal or redemption price of and interest on such revenue obligations; and WHEREAS, the Borrower has requested the Governmental Lender enter into a Funding Loan Agreement dated as of December 1, 2023 (the “Funding Loan Agreement”), by and among Bank of America, N.A., as initial funding lender (the “Funding Lender”), the Governmental Lender and the Fiscal Agent, pursuant to which the Funding Lender will (i) advance funds (the “Funding Loan”) to or for the account of the Governmental Lender and (ii) apply the proceeds of the Funding Loan to make loans (the “Borrower Loan”) to the Borrower pursuant to a Construction Phase Borrower Loan Agreement dated as of December 1, 2023 (the “Construction Phase Borrower Loan Agreement”) in order to finance a portion of the costs of the acquisition, construction and equipping of a multifamily rental housing development located at 175 S. Shore Drive and 280 S. Shore Drive, in the City of Miami Beach, Miami-Dade County, Florida, to be known as Vista Breeze (the “Development”); and WHEREAS, to evidence its obligations under the Borrower Loan Agreement, the Borrower will execute and deliver its Borrower Note dated December 15, 2023 (the “Borrower Note”) and the obligations of the Borrower under the Borrower Note will be secured by that certain Leasehold Mortgage, Security Agreement Assignment of Leases and Rents and Fixture Filing dated as of December 1, 2023 (the “Mortgage”), together with all riders thereto, made by the Borrower to and in favor of the Governmental 2 4868-7059-4692.6 Lender and assigned to the Fiscal Agent, granting a first priority mortgage lien and security interest in the real and personal property described therein; and WHEREAS, pursuant to Resolution No. HFA 2023-40 adopted on November 13, 2023 (the “Resolution”) and its lawful authority under the Act, the Governmental Lender has authorized, approved and issued its $32,500,000 Multifamily Housing Revenue Note, Series 2023 (Vista Breeze) (the “Governmental Lender Note”), evidencing its limited obligation to make payments due to the Funding Lender as provided in the Funding Loan Agreement; and WHEREAS, the Governmental Lender intends to assign the Borrower Note and all other instruments securing repayment of the Borrower Note, to the Fiscal Agent to be held under the Funding Loan Agreement for the benefit of the holders of the Governmental Lender Note, including the Funding Lender, as the initial holder of the Governmental Lender Note, and any subsequent holder of the Governmental Lender Note; and WHEREAS, the HFA Servicer has represented and warranted that it is duly qualified and authorized to engage in the business of administering loans of the type of the Borrower Loan referred to herein and the HFA Servicer has further represented and warranted that, if applicable, its account and deposits are and will continue to be deposited with a financial institution eligible to be insured by the Federal Deposit Insurance Corporation (“FDIC”); and WHEREAS, the HFA Servicer shall act as agent of the Governmental Lender in performing certain functions under the Borrower Loan Documents on behalf of the Governmental Lender, subject to the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. DEFINITIONS. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Borrower Loan Agreement and the Funding Loan Agreement. Unless otherwise expressly provided herein or unless the context clearly requires otherwise, the following terms shall have the respective meanings set forth below for all purposes of this Agreement: A. “Agreement” means this Construction Loan Servicing Agreement, as amended, modified or supplemented from time to time. B. “Architect” means Brooks + Scarpa Architects, Inc. C. “Borrower Equity Deposit” has the meaning set forth in the Funding Loan Agreement. D. “Budget” means the proposed budget for the Improvements which is attached hereto as Exhibit “B” and by this reference made a part hereof, which contains a construction schedule of the Improvements, as amended from time to time in accordance wit h the terms of the Borrower Loan Documents. E. “Completion Date” means January 1, 2025, unless extended with the prior written approval of the Funding Lender. 3 4868-7059-4692.6 F. “Construction Contract” means that certain Standard Form of Agreement Between Owner and Contractor entered into between the Borrower and the Contractor (hereinafter defined) dated December 8, 2023, and all other addendums, riders, change orders and modifications thereto, regarding the construction of the Improvements. G. “Construction Disbursement Agreement” means the Construction Disbursement Agreement dated as of December 1, 2023, by and between the Borrower and the Funding Lender, as the same may be amended, modified or supplemented from time to time. H. “Contractor” means Atlantic Pacific Community Builders, LLC, and any successor general contractor approved by the Funding Lender in writing. I. “Costs of the Improvements” means all direct and indirect costs, including interest costs, required to be expended by the Borrower to comply with requirements of this Agreement, specifically including items set forth in the Budget. The Cost of the Improvements shall include the reasonable cost of labor and materials actually expended or incurred by the Borrower and incorporated in the Improvements on the Land, as well as interest costs and issuance costs and fees associated with the closing of the Funding Loan and the Borrower Loan (excluding any fees and profit of the Borrower), and include materials stored on the Land. J. “Development” means the Land and the Improvements. K. “Draw Rejection Notice” shall have the meaning set forth in Subparagraph 3A(6) below. L. “Draw Request” means (i) any Written Requisition for disbursements from the Project Fund, and any supporting documentation attached thereto, delivered by the Borrower pursuant to the requirements of the Funding Loan Agreement and (ii) any request by the Borrower for funds that constitute Borrower Equity Deposit or Subordinate Debt. M. “Equity Investor” means Bank of America, N.A., and any successor thereto. N. “Events of Default” means those events of default as defined in Section 18 of this Agreement. O. “Force Majeure” means an act of God, strikes, lockouts, act of public enemy, lightning, fire, storm, flood, or any other cause of delay beyond the reasonable control of the party claiming the applicability of the Force Majeure doctrine (financial inability excepted). P. “Funding Lender” means, Bank of America, N.A., and its successors and assigns, as the holder of the Governmental Lender Note. Q. “General Partner” means APC Vista Breeze, LLC, a Florida limited liability company, as the Managing General Partner of the Borrower. R. “Improvements” means all improvements described in the plans for the Development (the “Plans and Specifications”) and all additions and equipment reasonably necessary to construct, equip, renovate, operate and rent the Development, including all amenities. Without limiting the foregoing, the term Improvements shall include all landscaping, walls, drives, approaches, sidewalks, curbs, paving and all chattels, furniture, furnishings and equipment described in the Plans and Specifications. 4 4868-7059-4692.6 S. “Inspecting Engineer” means GLE Associates, Inc., or any successor inspecting engineer appointed to inspect the Land and the Improvements, the costs of which s hall be paid by the Borrower. T. “Land” means the real property described in Exhibit “A”, which is attached hereto and by this reference made a part hereof. U. “Land Use Restriction Agreement” means the Land Use Restriction Agreement dated as of December 1, 2023, by and among the Governmental Lender, the Fiscal Agent and the Borrower. V. “Plans and Specifications” means the final plans and specifications for the Improvements heretofore approved by the Governmental Lender and the HFA Servicer or their respective agents together with any and all amendments and modifications thereto made with the approval of the Governmental Lender or its agent or otherwise in accordance with the terms hereof. (It is understood that the Plans and Specifications shall be construed in such manner so that any works, structures or parts thereof mentioned or shown in the Plans and Specifications and not mentioned or shown in the specifications, or vice versa, are to be constructed and erected as if they were in fact reflected in the Plans and Specifications.) W. “Subordinate Debt” means the Subordinate Loans, as defined in the Funding Loan Agreement. X. “Subordinate Documents” means the loan and security documents relating to the Subordinate Debt. Y. “Subordinate Debt Lenders” means, collectively, the lenders of the Subordinate Debt. Z. “Title Insurance Company” means Fidelity National Title Insurance Company. AA. “Title Insurance Policy” means the Title Insurance Policy issued pursuant to Commitment for Title Insurance No. 11389795 and all endorsements issued as required by this Agreement as of the date of reference. Unless the context clearly requires otherwise, words of the masculine gender shall be construed to include correlative words of the feminine and neuter genders and vice versa, and words of the singular number shall be construed to include correlative words of the plural number and vice versa. This Agreement and all the terms and provisions hereof shall be construed to effectuate the purposes set forth herein and to sustain the validity hereof. The terms and phrases used in the recitals of this Agreement have been included for convenience of reference only and the meaning, construction and interpretation of all such terms and phrases for purposes of this Agreement shall be determined by references to this Section 1. The titles and headings of the sections of this Agreement have been inserted for convenience of reference only and are not to be considered a part hereof and shall not in any way modify or restrict any of the terms or provisions hereof and shall never be considered or given any effect in construing this Agreement or any provision hereof or in ascertaining intent, if any question of intent shall arise. 2. TERM. This Agreement shall continue from the date of the initial Draw Request until occurrence of the earliest of the following events: 5 4868-7059-4692.6 A. The Conditions to Conversion (as defined in the Borrower Loan Documents) shall be satisfied. B. The Borrower Loan and all amounts owed by the Borrower under the Borrower Loan Documents are paid in full. C. Termination of this Agreement as to the HFA Servicer, with or without cause, pursuant to Section 16 hereof. D. Assignment of all right, title and interest of the Governmental Lender to a third party (other than as specifically described in the Funding Loan Agreement) which terminates the interests of the Governmental Lender to this Agreement. 3. SERVICING. The HFA Servicer shall service the Borrower Loan through the term of this Agreement in accordance with all the representations, warranties and agreements set forth herein. The HFA Servicer shall exercise the same degree of care, skill, prudence and diligence in providing such services as is the customary and usual practice of prudent financial institutions, which service construction loans for their own portfolios and on behalf of others. A. Construction Loan Servicing. During the period of construction of the Improvements, the HFA Servicer and/or its agent shall be responsible for monitoring the disbursement of the proceeds of the Borrower Loan, the Borrower Equity Deposit and that portion of the Subordinate Debt used for construction of the Improvements and the progress of the construction work on behalf of the Governmental Lender as follows: 1. The HFA Servicer shall establish servicing files for the Development that shall contain copies of all documents and reports pertaining to the Development received by the HFA Servicer. The HFA Servicer shall maintain the files until such time as the Borrower Loan have been paid in full, unless otherwise directed in writing by the Governmental Lender. 2. The HFA Servicer shall approve a Draw Request only if all requested disbursements are accurate and supported by proper documentation, including without limitation the documentation described in Subparagraph 3A(3) and Paragraph 5B hereof, reflecting that the Borrower is constructing the Development in accordance with the Plans and Specifications and Construction Contract, and contractors, subcontractors and other service providers are being paid on a timely basis. 3. The HFA Servicer shall review each Draw Request delivered by the Borrower to ensure that it complies with the requirements of Section 5 below. The HFA Servicer shall determine that the following conditions, as applicable, have been met prior to approving each Draw Request: (i) An authorized officer of the Borrower or other authorized signatory has executed each Draw Request. The names and signatures of the officers of the Borrower and any other authorized signatories who are authorized to execute Draw Requests shall be provided to the HFA Servicer prior to the delivery of the initial Draw Request and immediately following any change(s) in applicable signatories. 6 4868-7059-4692.6 (ii) Any Draw Request including requested disbursements for hard costs is accompanied by a certificate from the Borrower’s architect and/or engineer which certifies that (a) the work to which the Draw Request relates has been accomplished in accordance with the Plans and Specifications and the Construction Contract so as to entitle the Borrower and/or the Contractor to the disbursement requested and (b) the work completed by the Borrower and/or the Contractor justifies the amount of the Draw Request. (iii) The Inspecting Engineer has delivered a report to the HFA Servicer, and the work completed by the Borrower and/or the Contractor justifies the amount of the Draw Request based on such report of the Inspecting Engineer. (iv) The undisbursed proceeds of the Borrower Loan plus the other funds available to Borrower for construction of the Improvements are sufficient to pay the cost (other than the deferred developer fee and any other deferred fees to parties related to the Borrower) of completing the construction of the Development as required by the Borrower Loan Documents. (v) All change orders have been approved by the Funding Lender, as required under the Construction Loan Documents (as defined in the Funding Loan Agreement), and are in compliance with the other Borrower Loan Documents. (vi) Based upon a title endorsement provided by the Borrower, to the Funding Lender, good and insurable title to the Development is vested in the Borrower, free and clear of all encumbrances other than Permitted Encumbrances (as defined in the Mortgage) and except as provided in the Title Insurance Policy. (vii) The Borrower, or its designee, has furnished the Funding Lender with an affidavit stating whether the Borrower has been served with any written notice that a lien may be claimed for any amounts by any person or entity furnishing materials or performing labor of any kind in the construction process of the Development through the date of the previous disbursement. The affidavit shall include copies of the notices of any liens. In the event a lien has been filed against the Development, the HFA Servicer shall require that such lien be satisfied, escrowed or bonded prior to the HFA Servicer approving a Draw Request. (viii) The Borrower has procured for the Funding Lender proper construction lien waivers including, but not limited to, a contractor’s affidavit or bonds from the general contractor and all subcontractors which have provided statutory “Notice to Owner” but have not yet filed lien waivers, through the date of the previous disbursement. (ix) The acquisition and construction of the Development is not in violation of the Borrower Loan Documents. (x) The Borrower has fully complied with all other material provisions of the Borrower Loan Documents. 4. The HFA Servicer shall review and retain any reports or other records delivered to the HFA Servicer by the Inspecting Engineer. 7 4868-7059-4692.6 5. The HFA Servicer shall review and retain any reports or other records delivered to the HFA Servicer pursuant to Section 15C(2) hereof. 6. In the event that the HFA Servicer disapproves all or a portion of a Draw Request pursuant to Section 5 below, the HFA Servicer shall provide the Borrower (with copies delivered promptly to the Funding Lender, the Fiscal Agent and the Governmental Lender) with a written response (a “Draw Rejection Notice”) detailing the deficiencies which caused the HFA Servicer to reject such Draw Request and stipulating the amount of such Draw Request rejected. 7. Upon completion of the Improvements, the HFA Servicer shall provide the Governmental Lender with the Architect’s Certificate of Substantial Completion. B. Continuing Duties of the Governmental Lender, the Borrower and the Fiscal Agent. In connection with the construction period, the Governmental Lender, the Borrower and the Fiscal Agent agree that: 1. The Governmental Lender, the Borrower and the Fiscal Agent shall do and perform all things reasonably necessary to assist the HFA Servicer in servicing the Borrower Loan; and 2. The Borrower shall direct investment of the proceeds of the Governmental Lender Note in accordance with the Funding Loan Agreement in such manner as will insure that such proceeds will be available to be disbursed at such reasonable times as proceeds of the Borrower Loan are required to be disbursed by the Fiscal Agent. 4. [Reserved.] 5. ADVANCES DURING CONSTRUCTION. The Funding Lender, the Equity Investor, the Subordinate Debt Lenders and the Fiscal Agent shall make or cause to be made disbursements (each, an “Advance”) to the Borrower of the proceeds of the related loans or other amounts payable to the Borrower in accordance with the Borrower Loan Documents and this Agreement, as applicable, including without limitation the procedures set forth below. The Borrower may amend the Budget from time to time as provided in the Borrower Loan Documents; provided, however, that the Borrower shall provide the HFA Servicer with a copy of any amended Budget within five (5) Business Days of any such amendment. A. Submission of a Draw Request (i) with respect to the Borrower Loan, to the Funding Lender, the Fiscal Agent and the HFA Servicer, (ii) with respect to the Subordinate Debt, to the applicable Subordinate Debt Lender and the HFA Servicer, or (iii) with respect to Borrower Equity from the Equity Investor, to the Equity Investor and the HFA Servicer. 1. At such time as the Borrower desires to obtain an Advance, the Borrower shall complete, execute and deliver a Draw Request (with respect to the Borrower Loan, in the form provided in the Funding Loan Agreement and together with such other information or documentation required by the Funding Lender pursuant to the Construction Loan Documents) to the HFA Servicer. Each Draw Request submitted by Borrower to obtain an Advance shall be signed in the name of the Borrower, by an authorized signatory of the Borrower. 2. Each Advance by the Fiscal Agent of the proceeds of the Governmental Lender Note or other amounts held under the Funding Loan Agreement shall be subject to 8 4868-7059-4692.6 the prior approval of the related Draw Request by the Funding Lender and the HFA Servicer (except as described below) and any other conditions precedent set forth in the Funding Loan Agreement. Draw Requests should be submitted to the Fiscal Agent without attachments. 3. Each Advance by a Subordinate Debt Lender of Subordinate Debt proceeds shall be subject to the prior approval of the related Draw Request by the applicable Subordinate Debt Lender and the HFA Servicer (except as described below) and any other conditions precedent set forth in the applicable Subordinate Debt Documents. 4. Each Advance by the Equity Investor shall be subject to the prior approval of the related Draw Request by the Equity Investor and the HFA Servicer (except as described below) and any other conditions precedent set forth in the Operating Agreement. 5. The HFA Servicer shall approve or object to any Draw Request within five (5) Business Days of its submission together with any Inspecting Engineer’s report and all additional information required to be delivered to the HFA Servicer in connection with such Advance. If the HFA Servicer neither approves, objects nor requests additional information from the Borrower regarding a Draw Request within five (5) Business Days of the delivery of such Draw Request to the HFA Servicer, then the approval of the HFA Servicer shall be deemed given for purposes of this Agreement and the applicable Borrower Loan Documents, and the requirement that the HFA Servicer must sign a Draw Request shall be inoperative. 6. Notwithstanding any provision herein to the contrary, unless in the reasonable opinion of the HFA Servicer a Draw Request would violate the terms of the Borrower Loan Documents, the HFA Servicer shall not have the right to withhold its approval of such Draw Request if such Draw Request is approved by the Funding Lender, the Subordinate Debt Lenders or the Equity Investor, as applicable, and such Draw Request: (i) (a) complies with the Budget, as amended in accordance with the terms of the Borrower Loan Documents, (b) is for work that is in substantial accordance with the Plans and Specifications, and (c) is accompanied by lien waivers with respect to the prior Draw Request or by evidence that any liens which have been filed or for which notices of filing have been sent have been bonded to the satisfaction of the Title Company, or (ii) if not approved, would jeopardize the coverage afforded by any Payment and Performance Bond issued in connection with the Development. In addition, the HFA Servicer shall not unreasonably withhold or delay its approval of any Draw Request otherwise approved by the Funding Lender. B. The HFA Servicer shall review each Draw Request for compliance with this Agreement, the draw schedule, the Budget, the Plans and Specifications and the other Borrower Loan Documents and for compliance with the credit underwriting guidelines of the Governmental Lender and the customary and usual construction and disbursement practices for the geographical area in which the Development is located. 9 4868-7059-4692.6 1. Where the Draw Request includes amounts to be paid to the Contractor, such Draw Request shall be accompanied by forms the same as or similar to AIA Form G702 and G703, to be reviewed and approved by the HFA Servicer and executed by the Contractor and the Architect. 2. Where the Draw Request relates to items other than payments for work performed under the Construction Contract or a subcontract, there shall be included a statement of the purpose for which the Advance is desired and/or invoices for the same, as the HFA Servicer shall reasonably require. C. Non-Acceptance of Work. It is specifically understood and agreed that the making of any Advance, or part of any Advance, shall not be construed as an approval or acceptance by the Governmental Lender or the Fiscal Agent of the work theretofore done. D. Continuing Event of Default. If an Event of Default has occurred and is continuing and all applicable cure periods have expired, the Fiscal Agent (at the direction of the Governmental Lender but only with the written consent of the Funding Lender) may make any or all Advances on the Borrower Loan for construction expenses directly to the Contractor for deposit in an appropriately designated special bank account. The execution of this Agreement by the Borrower shall, and hereby does, constitute an irrevocable authorization so to advance the proceeds of the Borrower Loan, subject, however, to the applicable provisions of this Agreement including, but not limited to the approval of the Funding Lender. No further authorization from the Borrower shall be necessary to warrant such direct advances to the Contractor and all such advances shall satisfy pro tanto the obligations of the Governmental Lender and the Fiscal Agent hereunder and shall be secured by the Mortgage with regard to advances made pursuant to a Draw Request for proceeds of the Governmental Lender Note, as fully as if made directly to the Borrower. E. Conditions to Advances. All Advances or parts of Advances, including the initial Advance, will be made subject to the approval of the HFA Servicer (and the other parties, to the extent applicable, set forth in 5.A. above) and to the satisfaction of the following conditions precedent as to each Advance (each of which the Borrower covenants to fulfill), satisfaction of which will be evidenced by the approval of the HFA Servicer: 1. That the Borrower has fully complied with all of the material provisions of the Borrower Loan Documents and is entitled to such Advance, it being understood that the making of any Advance or portion thereof when the Borrower is not so entitled will not constitute a waiver of such compliance or a waiver of the Borrower’s representation that no event has occurred and is continuing which constitutes a “Default” or an “Event of Default” under any Loan Document. 2. That the Draw Request is accompanied by a certificate on the part of the Architect that (i) the work to which the Draw Request relates has been accomplished in accordance with the Plans and Specifications and the Construction Contract so as to entitle the Borrower and/or the Contractor to the disbursement requested and (ii) the work completed by the Borrower and/or the Contractor justifies the amount of the Draw Request. 3. That the Borrower has furnished the Funding Lender and the HFA Servicer with reasonably satisfactory evidence that the undisbursed proceeds of the Borrower Loan together with other identifiable funds available to the Borrower, including but not limited to the Subordinate Debt and the Borrower Equity Deposit will be sufficient to pay the cost (other than the deferred developer fee and any other deferred fees to parties related to the 10 4868-7059-4692.6 Borrower) of completing the construction of the Development as required by the Borrower Loan Documents and Construction Loan Documents. 4. That the Borrower has furnished the Funding Lender and the HFA Servicer with copies of all change orders through the date of the Draw Request; such change orders are in compliance with Borrower Loan Documents and Construction Loan Documents. 5. As evidenced by an updated title insurance endorsement provided by the Borrower to Funding Lender and the HFA Servicer, that the Mortgage is a good and valid first priority lien for the full amount then and theretofore advanced, and good, marketable and insurable title to the Borrower’s leasehold interest in the Land and fee interest in the Improvements is vested in the Borrower, free and clear of all encumbrances other than Permitted Encumbrances (as defined in the Mortgage) and except as provided in the original Title Insurance Policy. 6. That the Borrower, or its designee, has furnished each of the Funding Lender and the HFA Servicer with an affidavit executed by an authorized representative of the Borrower in a form reasonably satisfactory to the Funding Lender and the HFA Servicer as to whether or not the Borrower has been served with written notice that a lien may be claimed for any amounts unpaid for materials furnished or labor performed by any person, firm, entity or corporation furnishing materials or performing labor of any kind in the construction or installation of any of the Improvements. The date and manner of service shall be stated in such affidavit and a true and correct copy of each such notice shall be attached to the affidavit. 7. That the Borrower has procured for the Funding Lender and the HFA Servicer proper construction lien waivers and receipted bills or receipts from the Contractor, any subcontractor or materialmen in a form reasonably satisfactory to the Funding Lender and the HFA Servicer, showing payment of all parties who have furnished materials or performed labor of any kind pertaining to the construction or installation of any of the Improvements, except for claims being contested under the terms of the Mortgage, through the date of the previous disbursement. The Governmental Lender, the Fiscal Agent and the HFA Servicer shall not be required nor be responsible to ascertain that any such bills are, in fact, paid. In the event a lien has been filed against the Development, the HFA Servicer shall require such lien to be satisfied, escrowed or bonded before approving a Draw Request. 8. That the Improvements are not being constructed in violation of the Borrower Loan Documents. 9. That the Borrower has fully complied with all other material provisions of the Borrower Loan Documents. F. The Fiscal Agent may rely upon the approval of a Draw Request by the Funding Lender and the HFA Servicer, as applicable, to establish compliance by the Borrower with subparagraphs A, B, D and E above. 6. [Reserved.] 11 4868-7059-4692.6 7. COMPENSATION OF THE HFA SERVICER. The Borrower shall provide for payment to the HFA Servicer for the services rendered by the HFA Servicer hereunder in accordance with the following provisions: A. Construction Servicing. The HFA Servicer Fee is payable directly by the Borrower to the HFA Servicer; (i) during the construction of the Development, (1) an in-house review fee of $198 per hour and (2) an on-site inspection fee of $198 per hour for services rendered but not in excess of $1,956 per Draw Request, and (ii) a fee for extraordinary services with respect to the Development of $198 per hour. Any fees not paid by the Borrower may be paid by the Fiscal Agent (from amounts available under the Funding Loan Agreement) and charged against the Borrower Loan unless Borrower gives Fiscal Agent notice that such fees are disputed. B. The HFA Servicer’s right to compensation hereunder (except for accrued, unpaid compensation and unreimbursed, previously incurred costs and expenses) for servicing the Borrower Loan shall cease upon the occurrence of any of the following events: 1. the Conditions to Conversion shall be satisfied; 2. The Borrower Loan and all amounts owed by the Borrower under the Borrower Loan Documents are paid in full; 3. an Event of Default under the Borrower Note, Mortgage or the Borrower Loan Agreement, unless the HFA Servicer is directed to assist in foreclosure of the Mortgage by the Fiscal Agent; or 4. notification by the Fiscal Agent to the HFA Servicer that its services or this Agreement shall be terminated by the Governmental Lender, or the Fiscal Agent with the Governmental Lender’s consent, with or without cause pursuant to Section 16 hereof. C. The Fiscal Agent may deduct any fees of the HFA Servicer which are not in dispute and which have not been paid by the Borrower from a subsequent Draw Request and pay such amounts directly to the HFA Servicer. 8. BUILDER’S RISK AND HAZARD INSURANCE. The HFA Servicer shall see to it that at all times during the term of this Agreement, all buildings and improvements making up the Development are insured, under standard mortgagee clauses, for the benefit of the Fiscal Agent and the Governmental Lender, against loss or damage by fire and from such other insurable risks and hazards, all as more specifically set forth in the Mortgage and other Borrower Loan Documents. Subject to the applicable provisions of the Mortgage and the other Borrower Loan Documents, fire insurance and extended coverage shall be in an amount at least equal to the full replacement value of the Deve lopment less applicable deductibles. Subject to the applicable provisions of the Mortgage and the other Borrower Loan Documents, in the event of the failure by the Borrower to maintain such insurance in full force and effect, and upon the written authorization of the Funding Lender, such insurance shall be maintained by the HFA Servicer, subject to the advancement of necessary funds by the Fiscal Agent (from amounts available for such purposes pursuant to the Funding Loan Agreement) to the HFA Servicer. The HFA Servicer shall retain and safely store, service and continually maintain all policies (and documents related thereto) as a re maintained by the HFA Servicer pursuant to the immediately preceding sentence. Any insurance coverage maintained by the HFA Servicer shall be without contribution by the Fiscal Agent and shall be issued by 12 4868-7059-4692.6 insurance companies having a general policyholder’s rating and financial rating acceptable to the Funding Lender. 9. INSURANCE TO BE MAINTAINED BY THE HFA SERVICER. The HFA Servicer shall maintain at all times during the existence of this Agreement, at its own expense, blanket fidelity insurance and errors and omissions insurance covering the HFA Servicer’s officers and employees and other persons acting on behalf of the HFA Servicer relating to the HFA Servicer’s performance of this Agreement. The amount of coverage of such policies shall be at least equal to the coverage that would be required by Fannie Mae of the HFA Servicer if the HFA Servicer were servicing a Fannie Mae mortgage loan in the performance of its obligations under this Agreement. All such policies of insurance shall be issued by an insurance company, with coverage satisfactory to the Governmental Lender and the HFA Servicer and shall name the Governmental Lender and the Fiscal Agent as the insured under said policies. All premiums for such insurance shall be paid by the HFA Servicer at its own expense as a cost of doing business. 10. NOTIFICATION TO THE GOVERNMENTAL LENDER AND THE FISCAL AGENT. The HFA Servicer shall promptly notify the Governmental Lender and the Fiscal Agent of any of the following which may come to the attention of the HFA Servicer with respect to the Development: A. Any failure of the Borrower to perform any covenant or obligation, applicable to it, under the Borrower Loan Documents (of which the HFA Servicer has knowledge) if such failure continues for a period of fifteen (15) days, or lesser period, if so provided in any Loan Document. B. Abandonment of the Development. C. Any lack of repair or the deterioration or waste suffered or committed in respect to the Development. D. Any other matter which would adversely or materially affect or result in diminution of value of the security described herein and in the Mortgage. E. Any loss or damage by fire or any hazard to the mortgaged property requiring repairs costing in excess of FIFTY THOUSAND AND 00/100 ($50,000.00) DOLLARS to restore the Land and the Improvements to their condition prior to such loss or damage. 11. DEFAULT OF BORROWER. The HFA Servicer shall not at any time, without the express written consent of the Funding Lender, consent to a postponement of compliance on the part of the Borrower with any of the terms and provisions of the Borrower Loan Documents, or in any manner grant an extension or waiver to the Borrower, subject to the applicable provisions of the Borrower Loan Documents. 12. TITLE INSURANCE UPDATE FEES. The Borrower shall be responsible for payment to the Title Insurance Company for periodic title update charges as required by the Funding Lender or the HFA Servicer on behalf of the Governmental Lender. 13. REPRESENTATIONS OF THE HFA SERVICER. The HFA Servicer covenants, warrants and represents to the Governmental Lender and the Borrower as follows: A. The HFA Servicer is: (1) a corporation duly organized and existing under the laws of the State; (2) is in good standing in such jurisdiction; (3) is qualified to do business of the typ e contemplated in this Agreement within the State; and (4) is authorized to execute, deliver and 13 4868-7059-4692.6 perform this Agreement and all other documents and agreements required hereunder, and in so doing, it will not violate any law, any provision of its charter or bylaws or any other agreement of instrument binding upon it. B. The HFA Servicer shall comply with all applicable laws and provisions of the Borrower Loan Documents. C. The HFA Servicer shall cause any funds advanced to the HFA Servicer by the Fiscal Agent under this Agreement to be deposited with a financial institution the deposits of which are insured by FDIC or by any successor agency or instrumentality of the United States government; and will cause such financial institution to designate said funds as escrow funds for the benefit of the Fiscal Agent; and will cause such financial institution to execute an agreement providing that it will not exercise any powers of right of offset or banker’s lien against such escrow funds. D. The HFA Servicer hereby waives and releases any lien or encumbrances which it might at any time have or be able to claim against any property or funds held by the Fiscal Agent or the Governmental Lender, except monies on deposit in the Expense Fund (or similar fund or account established under the Funding Loan Agreement) and available for such payment under the Funding Loan Agreement. 14. BORROWER’S REPRESENTATIONS AND WARRANTIES. As of the Closing Date, and thereafter, the Borrower represents and warrants to the Governmental Lender, the Fiscal Agent and the HFA Servicer as follows: A. No Mechanic’s Liens. That no materials of any kind have been placed on the Land by anyone, and no work or labor has been performed, thereon that has not been paid for; there are no unpaid bills for labor, materials, supplies or services furnished upon the Land; and no notice of commencement or claim of lien affecting the Land or the Improvements has been filed in the public records of the County which has not been provided to and approved by the Governmental Lender, and no such notice of commencement or claim of lien will be so filed prior to the recording of the Mortgage. The Borrower covenants, however, that it will, immediately upon notification of recordation of the Mortgage, cause to be executed and filed of record among the public records of the County, a notice of commencement, as required by Chapter 713, Florida Statutes, as amended, and a certified copy thereof to be posted on the Land and to remain so posted during the period of construction, all in accordance with the applicable provisions of Chapter 713, Florida Statutes, as amended. B. Plans and Specifications Approved. By the date of commencement of construction, the Plans and Specifications shall have been approved by the Funding Lender, and to the extent required by applicable law or any effective restrictive covenant, by all governmental authorities having jurisdiction thereover and the beneficiary of any such covenant, respectively. C. Labor and Materials. That all labor and materials contracted for or utilized in connection with the construction of the Improvements shall be used and employed solely on the Land and in said construction and shall be substantially in accordance with the Plans and Specifications. D. Monies in Trust. That the monies disbursed under this Agreement shall constitute a trust fund and shall be used solely for the payment of the Costs of the Improvements and for no other purpose, unless another use is specifically provided for in this Agreement or another Loan 14 4868-7059-4692.6 Document, or is consented to in writing by the Governmental Lender and Fiscal Agent prior to any such usage. E. No Violation of Agreements. That the consummation of the transactions hereby contemplated and performance of this Agreement will not result in any breach of, or consti tute default under, any mortgage, lease, bank loan or credit agreement, corporate charter, bylaws, partnership agreement, operating agreement, joint venture agreement, or other instrument to which the Borrower or its Manager is a party or by which they may be bound or affected. F. No Financial Impediments. That Borrower has no known or contingent liabilities, and no material financial obligations under other agreements to which Borrower is a party or by which the Land is bound other than those obligations incurred with regard to the acquisition of the Land or in the ordinary course of the operation of the Development and those obligations arising out of or specified in the Mortgage, the other Borrower Loan Documents or the Partnership Agreement. G. Continuing Warranties. That each of the Borrower’s representations and warranties set forth in this Paragraph or Section 2.02 of the Borrower Loan Agreement will be true on the date of each Advance and the acceptance of any Advance by the Borrower shall be deemed to be a reaffirmation of each and every one of said representations and warranties. 15. COVENANTS OF THE BORROWER. As of the Closing Date, and thereafter, the Borrower covenants and agrees with the Governmental Lender, the Fiscal Agent and the HFA Servicer as follows: A. Survey. The Borrower shall forthwith, and prior to the initial disbursement of any funds hereunder, furnish to the HFA Servicer, at the Borrower’s expense, a current survey, which survey shall meet all requirements of the Title Insurance Company (includi ng any flood requirements) in order for the Title Insurance Company to eliminate any exception for survey matters from the Title Insurance Policy (unless otherwise agreed to by the Funding Lender), and which survey shall locate all recorded restrictions and easements by recording references. If requested, upon the completion of the Improvements, the Borrower shall furnish to each of the HFA Servicer and the Fiscal Agent a final completion survey showing the Improvements completed and properly located on the Land. Such survey shall be made by a civil engineer or surveyor reasonably acceptable to the HFA Servicer and shall be paid for by the Borrower and shall be on a form and contain such matters as may reasonably be required by the HFA Servicer. B. Insurance. The Borrower shall furnish and pay, or cause to be furnished and paid, the premiums for fire and extended coverage insurance as well as insurance against such other hazards as required under the Borrower Loan Documents, including flood insurance if required, with a company or companies meeting the reasonable requirements of the Funding Lender and the HFA Servicer, said policies to be in full replacement value of the Improvements and covering the same, said policies to be in such amount, in such form and with such deductibles as are reasonably acceptable to the Funding Lender and the HFA Servicer. Loss under such insurance policies shall be payable in accordance with the relevant provisions of the Borrower Loan Documents and said policies shall provide that they shall not be cancelable without at least thirty (30) days’ prior written notice by the insurer to the Fiscal Agent and the HFA Servicer. The Borrower shall also furnish at the Borrower’s expense, or cause to be furnished, such workers’ compensation insurance as may be reasonably required by law. Evidence of the foregoing shall be provided to the HFA Servicer prior to the initial disbursement of funds. All insurance policies identified herein shall be renewed at least twenty (20) days prior to expiration with notice of renewal provided to the HFA Servicer. 15 4868-7059-4692.6 The provisions herein are intended to be consistent with and to impose the same insurance obligations as set forth in the Borrower Loan Agreement and the other Borrower Loan Documents. In the event of any inconsistency between this Agreement and the Borrower Loan Agreement, the provisions of the Borrower Loan Agreement shall prevail. C. Construction in Workmanlike Manner. 1. The Borrower shall construct, or cause to be constructed, the Improvements on the Land in a true, thorough and workmanlike manner and in substantial accordance with the Plans and Specifications. The Borrower shall provide, or cause to be provided, at the Borrower’s cost, all manner of materials, labor, scaffolding, implements and other items of every description as are required for the complete construction of the Improvements. The Borrower shall not make any material changes in the Plans and Specifications or materially deviate therefrom, except with the prior written consent of the Funding Lender as required pursuant to the other Borrower Loan Documents. 2. The Borrower shall cause the construction monitor, if any, engaged by the Equity Investor to deliver to the HFA Servicer a copy of all reports, including color copies of any corresponding photographs, and other records delivered to the Borrower or the Equity Investor describing the extent to which the construction of the Development is or is not being performed in accordance with the Plans and Specifications, the Construction Contract and other construction documents, including without limitation any report describing (a) the quality of the work and the materials incorporated therein, (b) whether the Architect is providing proper inspections of the Development in accordance with its contract, (c) comparisons of liens of materialmen, waivers thereof, and affidavits of contractor and subcontractor to Notice-to-Owner forms, and verifying that no payments are being improperly made, and (d) such other observations as are customary by construction monitors and that minimize risk to the Development. D. Lien Releases. The Borrower shall furnish all receipted bills, certificates, affidavits, receipts, releases of lien, approved bonds and any other documents which may be required or allowed by the lien laws of the State, or which may be reasonably required by the Governmental Lender, the HFA Servicer, the Fiscal Agent or the Title Insurance Company providing the Title Insurance Policy, as evidence of full payment or acceptable bond for all labor and materials incident to the construction of the Improvements, and will promptly secure the release (except for liens which are the subject of a bond as herein described) of the Land from any and all liens that might be imposed thereon. The Borrower specifically reserves the right to contest any such liens, provided such liens are properly transferred to a surety bond or cash deposit in accordance with Florida law. E. Right of Entry. The Borrower will permit the Governmental Lender and the HFA Servicer and their authorized employees, agents or representatives to enter upon the Land after reasonable prior notice during normal business hours, to inspect the Improvements and all materials to be used in the construction thereof, and to examine all detailed plans and shop drawings which are or may be kept at the construction site and all books and records of the Borrower and the Contractor relating to the Land, and will cooperate and cause the Contractor to cooperate with the Governmental Lender, the Fiscal Agent and/or the HFA Servicer and their representatives to enable them to perform their functions hereunder. It is expressly agreed that any inspection made by the Governmental Lender or the HFA Servicer or their representatives shall be made solely and exclusively for the protection and benefit of each of them and neither the Borrower nor any third party shall be entitled to claim any loss or damage either against the Governmental Lender or the 16 4868-7059-4692.6 HFA Servicer or its employees, agents or representatives for failure to properly discharge any alleged duties of the Governmental Lender or the HFA Servicer and they shall have no duty to make such inspections. F. Construction Contract. Except as expressly permitted under the other Borrower Loan Documents, the Borrower shall not amend the Construction Contract without the prior written consent of the Funding Lender and the HFA Servicer. 16. TERMINATION. A. By the Governmental Lender or the Fiscal Agent. The Governmental Lender and the Fiscal Agent (with the consent of the Governmental Lender) shall each have the right to terminate the HFA Servicer’s rights and obligations under this Agreement, without cause, upon ten (10) days’ written notice to the HFA Servicer, and with cause, upon such written notice as the Governmental Lender deems reasonable under the circumstances. B. Automatic Termination. Upon the occurrence of any one or more of the following events, the HFA Servicer’s rights and obligations under this Agreement shall be automatically terminated: 1. The HFA Servicer shall assign or attempt to assign its rights or obligations under this Agreement without the prior written consent of the Governmental Lender. 2. The HFA Servicer shall institute proceedings for voluntary bankruptcy or shall file a petition seeking reorganization under the Federal Bankruptcy Laws or for relief under any other law for the relief of debtors or shall consent to the appointment of a receiver of all or substantially all of its property, or make a general assignment for the benefits of its creditors, or shall admit in writing its inability to pay its debts as they become due, or shall be adjudicated bankrupt or insolvent by a court of competent jurisdiction, or if an order shall be made by a court of competent jurisdiction appointing a receiver, liquidator or trustee of the HFA Servicer or of all or substantially all of its property or approving any petition filed against the HFA Servicer for its reorganization, and such adjudication or order shall remain in force or unstayed for a period of thirty (30) days. 3. The Governmental Lender Note shall be redeemed and all amounts owed by the Borrower under the Borrower Loan Documents are paid in full. C. Effect of Termination. In the event this Agreement is terminated pursuant to this Section 16, then the rights and obligations of the HFA Servicer and its right to compensation hereunder shall immediately terminate, the HFA Servicer shall forthwith deliver to the Governmental Lender or to whomever the Governmental Lender directs, all documents relating to the Borrower Loan and shall do such other acts as may reasonably be required by the Governmental Lender to facilitate the termination hereof. D. Replacement HFA Servicer Following Termination. Upon termination of the rights and duties of the HFA Servicer hereunder (other than pursuant to Section 16B(3) hereof), the Fiscal Agent and the Borrower shall join the Governmental Lender in entering into a substantially similar agreement with a replacement HFA Servicer designated by the Governmental Lender. 17. AGREEMENTS RELATING TO CONTRACTORSRights Inferior. The rights of all contractors, subcontractors, sub-subcontractors, laborers, suppliers and materialmen performing any work 17 4868-7059-4692.6 in connection with the Improvements, or furnishing any services, labor or materials thereto or to the Land, shall be subordinate and inferior to the Mortgage. The Governmental Lender, the Fiscal Agent and the HFA Servicer shall not be liable to materialmen, contractors, subcontractors, sub-subcontractors, laborers, suppliers or others for goods or services delivered by them in or upon the Land or employed in the construction of the Improvements, or for any debts or claims accruing to any of said parties against the Borrower or against the Land, and it is distinctly understood and agreed that there is no contractual relationship, either express or implied, between the Governmental Lender, the Fiscal Agent or the HFA Servicer and any materialmen, contractors, sub-contractors, sub-subcontractors, craftsmen, laborers or any person supplying any work, labor or material. The Borrower is not, and shall not be, the agent of the Governmental Lender, the Fiscal Agent or the HFA Servicer for any purpose, nor shall any of them be the agent of Borrower for any purpose, except as may be specifically set forth herein. It is specifically understood and agreed that no party shall be a third party beneficiary hereunder, except and unless it is specifically provided herein that any provision shall operate or inure to the use and benefit of a party, i.e., no subcontractor, sub-subcontractor or materialman, laborer or supplier shall have any rights hereunder against the Governmental Lender, the Fiscal Agent or the HFA Servicer or be entitled to the protection of any of the covenants herein contained. B. No Joint Venture. Nothing herein nor the acts of the parties hereto shall be construed to create a partnership or joint venture between the Borrower and any of the Governmental Lender, the Fiscal Agent or the HFA Servicer with respect to the Borrower Loan. 18. EVENTS OF DEFAULT. A. Subject in all instances to the provisions of Paragraph B of this Section 18 (with respect to rights to notice of and cure an Event of Default) and the provisions of the other Borrower Loan Documents, an Event of Default under this Agreement shall, at the Governmental Lender’s option, be deemed to have occurred hereunder if: 1. Default Under Borrower Loan Documents. Any Default or Event of Default shall occur under any of the other Borrower Loan Documents which is not cured within any applicable grace or cure period; or 2. Breach of Covenant. The Borrower shall breach or fail to perform, observe or meet any material covenant or condition in this Agreement within thirty (30) days after written notice thereof from any other party hereto; or 3. Filing of Liens Against the Land. Any lien for labor, materials, or taxes (except for ad valorem taxes not yet due and payable) or otherwise shall be filed against Borrower’s interest in the Land and not be either (i) released (by payment, bonding or otherwise) within the earlier of forty (40) days after the date of filing thereof or thirty (30) days after the Borrower receives actual notice thereof or (ii) properly contested as provided for in the Borrower Loan Documents, except for Permitted Encumbrances (as defined in the Borrower Loan Agreement) or items disclosed in the pending litigation schedule attached hereto as Exhibit “C” and made a part hereof; or 4. Levy Upon The Development. A levy shall be made under any process on, or a receiver be appointed for, the Development or any part thereof and such levy or appointment is not terminated, released or otherwise avoided within the earlier of sixty (60) days after the date of filing or appointment, or forty-five (45) days after the Borrower receives actual notice thereof; or 18 4868-7059-4692.6 5. Abandonment or Cessation of Construction. Construction of the Improvements shall cease and not be resumed within sixty (60) days thereafter, unless the Borrower is prevented from resuming same as a result of Force Majeure, or shall be abandoned for more than thirty (30) days; or 6. Denial of Inspection. The Governmental Lender or the HFA Servicer or representatives shall not be permitted, at all reasonable times and after reasonable notice, to enter upon the Land, to inspect the Improvements and the construction thereof and all materials, fixtures, and articles used or to be used in the construction of the Improvements, and to examine all detailed plans, shop drawings, specifications and other records which relate to the Improvements, or the Borrower shall fail to furnish to the Governmental Lender or the HFA Servicer or to their authorized representatives, when reasonably requested, copies of such plans, shop drawings, specifications, and records; or 7. Improper Materials. Any of the materials, fixtures, machinery, equipment, articles and/or personal property used in the construction of the Improvements or the appurtenances thereto, or to be used in the operation thereof, shall not, in the reasonable opinion of the HFA Servicer, substantially comply with the Plans and Specifications as approved by the Funding Lender and such default is not cured by the Borrower within forty-five (45) days after the HFA Servicer has given notice to the Borrower to cure same; or 8. Materials Not Free and Clear. The Borrower shall not, except in the case of leased washing machines, dryers, vending machines, office telephones, office equipment, office communications equipment and model furniture and other items normally used in common by tenants, execute (other than to the Governmental Lender or the Fiscal Agent or any mortgage constituting a Permitted Encumbrance) any conditional bill of sale, chattel mortgage, security agreement or other security instrument covering any materials, fixtures, machinery, equipment, articles, and/or personal property intended to be incorporated in the Improvements or the appurtenances thereto, or placed in the Improvements, or if a financing statement publishing notice of such security instrument shall be filed, or if any of such materials, fixtures, machinery, equipment, articles, and/or personal property shall not be purchased so that the ownership thereof will vest unconditionally in the Borrower, free from encumbrances other than the Governmental Lender and the Fiscal Agent or any mortgage constituting a Permitted Encumbrance, on delivery at the Land, or if the Borrower shall not produce to the Governmental Lender, the Fiscal Agent or the HFA Servicer upon demand the contracts, bills of sale, statements, receipted vouchers or agreements, or any of them, under which the Borrower claims title to any thereof; or 9. Failure to Complete Improvements. The Improvements, in the reasonable judgment of the HFA Servicer, are not, or cannot reasonably be, completed on or before the Completion Date, subject, however, to Force Majeure; or 10. False Representation or Warranty. At any time any representation, warranty or statement made by the Borrower in any Loan Document shall be incorrect or misleading in any material respect when made. Notwithstanding anything herein to the contrary, this Paragraph shall in no way be construed to limit the Governmental Lender’s, the Fiscal Agent’s or the HFA Servicer’s right to seek specific performance of this Agreement against the Borrower or to enforce its remedies under 19 4868-7059-4692.6 Section 20 hereof or to withhold approval of a Draw Request or any portion of a Draw Request until the Borrower is in compliance with this Agreement. B. Notice of Default; Opportunity to Cure. Except as set forth below, no default under the preceding Paragraph 18A shall constitute an Event of Default hereunder until: 1. The HFA Servicer, by registered or certified mail, shall give notice to the Governmental Lender, the Funding Lender, the Borrower, the Equity Investor and the Fiscal Agent of such default specifying the circumstances of such default and stating that such notice is a “Notice of Default”; and 2. The Borrower shall have had thirty (30) days (or such extended period as permitted (approved in writing with notice to the Fiscal Agent, the Funding Lender and the HFA Servicer) by the Governmental Lender when curative action is being diligently pursued) after the Borrower’s receipt of such notice to correct the default and shall not have corrected it or, if such default cannot be corrected within thirty (30) days, shall have failed to initiate and diligently pursue (in the sole reasonable judgment of the Governmental Lender) appropriate corrective action. The Borrower’s investor limited member shall have the right, but not the obligation to cure any default. Notwithstanding the foregoing, notice of and opportunity to cure any default arising from a default under the other Borrower Loan Documents shall be governed by the terms of such agreements, and no additional notices of or opportunity to cure any default under such agreements shall be required hereunder to complete the notice and cure procedure provided in such agreements. 19. MISCELLANEOUS PROVISIONS. A. No Waiver. Nothing herein shall be construed to waive or diminish any right or security of the Governmental Lender or the Fiscal Agent under the Borrower Loan Documents. It is the purpose and intent hereof to provide safeguards, protections and rights for the Governmental Lender and the Fiscal Agent in addition to those provided in the other Borrower Loan Documents. B. Cumulative Remedies. The remedies provided herein shall be in addition to and not a substitution for the rights and remedies which would otherwise be vested under any Loan Document or in law or equity, all of which rights and remedies are specifically reserved. The remedies herein provided or otherwise available to the Governmental Lender, the Fiscal Agent or the HFA Servicer shall be cumulative and may be exercised separately or concurrently and as often as the occasion therefor may arise. The failure to exercise any of the remedies herein shall not constitute a waiver thereof, nor shall use of any of the remedies hereby provided prevent the subsequent or concurrent use of any other remedy or remedies. It is intended that this clause shall be broadly construed so that all remedies herein provided or otherwise available to the Governmental Lender, the Fiscal Agent or the HFA Servicer shall c ontinue and be each and all available until all sums due from the Borrower under the Borrower Loan Documents are paid in full and all obligations incurred by the Borrower in connection with the construction or operation of the Improvements have been fully discharged. C. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their heirs, legal representatives, successors and assigns. The Borrower may be released from obligations and agreements hereunder only by a written instrument of the Fiscal Agent and the Governmental Lender specifically providing for such release. Notwithstanding the immediately preceding sentence, the Borrower shall be released from any and 20 4868-7059-4692.6 all liability hereunder, upon the earlier of (i) the conversion of the Borrower Loan to a permanent loan or (ii) the payment of all amounts due from the Borrower under the Borrower Loan Documents. D. Assignability. This Agreement shall not be assignable by the Borrower or the HFA Servicer without the prior written consent of the Governmental Lender and the Fiscal Agent. If the Governmental Lender and the Fiscal Agent approve an assignment hereof by the Borrower, the Fiscal Agent shall be entitled to make Advances to such assignee and such Advances shall be secured by the Borrower Loan Documents. E. Governing Law. This Agreement shall be construed under the laws of the State of Florida (the “State”), regardless of where it may have been executed or delivered. F. Construction. Whereas this Agreement was negotiated with input from all parties hereto, this Agreement shall not be construed more strongly against any party regardless of who was more responsible for its preparation. G. Costs and Legal Fees. In the event that any party shall be required to enforce this Agreement and whether or not suit be brought, the prevailing parties shall be entitled to recover from the losing parties all reasonable legal fees and costs incurred in connection therewith, whether incurred in collection, at trial, on appeal, in bankruptcy or other similar proceedings affecting creditors’ rights or otherwise. H. Invalid Provisions. All rights, powers and remedies provided herein may be exercised only to the extent that the exercise thereof does not violate any applicable law and are intended to be limited to the extent necessary so that they will not render this Agreement invalid, illegal, or unenforceable under any applicable law. If any term of this Agreement shall be held to be invalid, illegal or unenforceable, the validity of the other terms of this Agreement shall in no way be affected thereby, nor shall such terms be invalid or unenforceable under other, dissimilar facts and circumstances. I. Headings and Terms. The paragraph headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning, content, or interpretation hereof. Wherever used herein, the terms utilized shall include masculine, feminine, neuter, singular and/or plural, as the context admits or requires. J. Amendments. This Agreement shall not be amended or modified, except by an amendment in writing, executed by all parties hereto, in substantially the same form as this Agreement. K. Dealings with the HFA Servicer. The HFA Servicer shall be protected and shall incur no liability in acting or proceeding in good faith upon resolution, notice, telegram, consent, wavier, certificate, affidavit, voucher, bond, title insurance commitment or policy or endorsement thereto or other paper or document which it shall in good faith reasonably believe (i) to be genuine and, (ii) to have been passed or prepared and furnished pursuant to the provisions of the Borrower Loan Documents, and the HFA Servicer shall be under no duty to make any investigation or inquiry as to any statements contained or matters referred to in any such instrument, but may accept and rely upon the same as conclusive evidence of the truth and accuracy of such statements unless the instrument on its face reasonably indicated that the HFA Servicer should inquire further or unless the HFA Servicer has actual knowledge or information which reasonably should cause the HFA Servicer to inquire further. The HFA Servicer shall not be held liable under this Agreement except 21 4868-7059-4692.6 for its own negligence or willful misconduct. The Borrower shall indemnify and hold the HFA Servicer harmless from any claim, action or liability of any kind or character whatsoever arising from or in any way related to acts or omissions of the Borrower or any of its agents, employees, consultants, counsel, or independent contractors. This Paragraph shall in no way be construed to relieve the HFA Servicer of the normal and usual duties of a reasonably prudent loan servicer or monitoring agent. L. Conflicts. Notwithstanding anything herein to the contrary, the terms and conditions of the Borrower Note, the Borrower Loan Agreement and the Mortgage shall govern, control and prevail, in the event of any conflict between the terms and conditions hereof and those contained in the Borrower Note, the Borrower Loan Agreement and the Mortgage. 20. REMEDIES. Upon the occurrence of any Event of Default which is not cured within the applicable notice and cure period, the Governmental Lender, the Fiscal Agent or the HFA Servicer shall each be entitled to seek specific performance hereof against the Borrower, and/or in addition to any other right or remedy available to it in law or equity. It is specifically agreed by the Borrower that a violation of this Agreement could cause harm for which no damages could be calculated, therefore entitling the Governmental Lender to immediate equitable relief, including without limitation a temporary restraining order or mandatory injunction without notice. 21. NOTICES. Any notice required to be given hereunder shall be given by personal delivery, by registered U.S. mail or by expedited service at the addresses specified below or at such other addresses as may be specified in writing by the parties hereto, and any such notice shall be deemed received on the date of delivery if by personal delivery or expedited delivery service, or upon actual receipt of sent by registered U.S. Mail. To the Governmental Lender: Housing Finance Authority of Miami-Dade County, Florida 7855 NW 12th Street, Suite 202 Doral, FL 33126 Attention: Cheree Gulley, Executive Director Telephone: (305) 594-2518 Facsimile: (305) 392-2722 with a copy to: Miami-Dade County Attorney’s Office 111 NW 1st Street, 28th Floor Miami, FL 33128 Attention: David S. Hope Telephone: (305) 375-1339 E-mail: dhope@miamidade.gov To the Borrower: 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 with a copy to: Klein Hornig LLP 22 4868-7059-4692.6 1325 G. Street NW, Suite 770 Washington, DC 20005 Attention: Chris Hornig Email: chornig@kleinhornig.com Tel: (202) 926-3402 Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. 150 W. Flagler Street Miami, Florida 33130 Attn: Brian McDonough, Esq. Telephone: (305) 789-3350 Email: bmcdonough@stearnsweaver.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 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 To the Funding Lender: 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 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 To the HFA Servicer: AmeriNat® 5130 Sunforest Drive, Suite 150 Tampa, FL 33643 Attention: Mark Fredericks Telephone: (813) 282-4800 Ext.1517 Email: mfredericks@amerinatls.com 22. ENTIRE AGREEMENT. This Agreement sets forth the entire agreement among the Governmental Lender, the HFA Servicer, the Fiscal Agent and the Borrower as to the subject matter hereof, 23 4868-7059-4692.6 and all prior agreements, negotiations and understandings with respect thereto are merged into and superseded by this Agreement. 23. WAIVER OF TRIAL BY JURY. THE BORROWER, THE GOVERNMENTAL LENDER, THE FISCAL AGENT AND THE HFA SERVICER KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EACH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, ANY OTHER LOAN DOCUMENT AND ANY OTHER AGREEMENT EXECUTED OR CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF PARTIES, WHETHER IN CONNECTION WITH THE MAKING OF THE BORROWER LOAN, COLLECTION OF THE BORROWER LOAN, OR OTHERWISE. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE GOVERNMENTAL LENDER TO MAKE THE BORROWER LOAN EVIDENCED BY THE BORROWER LOAN AGREEMENT AND THE SUBORDINATE LOAN AGREEMENT. [Remainder of intentionally left blank; signature page follows] IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in their respective names by their duly authorized representatives as of the day and year first set forth above. 4868-7059-4692.4 BORROWER: VISTA BREEZE, LTD., a Florida limited partnership By: APC Vista Breeze, LLC, a Florida limited liability company, its ih GengvAl Partner By: ta f ‘pony Naylor: “" [Signature Page | Construction Loan Servicing Agreement] (Vista Breeze) S-1 GOVERNMENTAL LENDER: HOUSING FINANCE AUTHORITY OF MIAMI-DADE COUNTY, FLORIDA mss HOU Name: Don L. Hotn Title: Chair am FS Mh ain crafa €& & [Signature Page | Construction Loan Servicing Agreement — Vista Breeze] S-2 4868-7059-4692.4 HFA SERVICER: AMERINAT®, a Minnesota limited liability company Name Ayle Kifenn Title?_Multifamily Chief Credit Underwriter [Signature Page | Construction Loan Servicing Agreement — Vista Breeze] S-3 4868-7059-4692.4 FISCAL AGENT: THE BANK OF NEW YORK MELLON _ eehcin. COMPANY, N. Nang Stephanie A. hen Ara Titlé: Vice President [Signature Page | Construction Loan Servicing Agreement — Vista Breeze] S-4 4868-7059-4692.4 4868-7059-4692.6 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. 4868-7059-4692.6 EXHIBIT “B” BUDGET [See attached.] Final Sources and Uses / Construction Draw Schedule – Vista Breeze  George J. Repity, Senior Credit Underwriter / December 14, 2023  Underwriters Total Costs ‐ CURClosing Draw ReallocationsTotal Reallocations Final BudgetClosing ReimbursementsPayable at Closing Closing Draw Draw 2Draw 3Draw 4Draw 5Draw 6Draw 7Draw 8Draw 9Draw 10 Draw 11 Draw 12 Draw 13 Draw 14Draw 15           Construction CompletionDraw 16 Draw 17Draw 18           StabilizationDraw 19 Draw 20Draw 21           90 for 90Draw 22 Total DrawnNew Rental Units$25,587,476‐                                   25,587,476.00               ‐                           1,705,831.00          1,705,831.00          1,705,831.00          1,705,831.00          1,705,831.00          1,705,831.00          1,705,831.00          1,705,831.00          1,705,831.00          1,705,831.00          1,705,831.00          1,705,831.00          1,705,831.00          1,705,831.00          1,705,842.00          25,587,476.00       Site Work$3,634,134‐                                   3,634,134.00                 ‐                           242,275.00             242,275.00             242,275.00             242,275.00             242,275.00             242,275.00             242,275.00             242,275.00             242,275.00             242,275.00             242,275.00             242,275.00             242,275.00             242,275.00             242,284.00             3,634,134.00          Constr. Contr. Costs subject to GC Fee$29,221,610‐                                   ‐                                   29,221,610.00                ‐                                   ‐                                   ‐                           1,948,106.00          1,948,106.00          1,948,106.00          1,948,106.00          1,948,106.00          1,948,106.00          1,948,106.00          1,948,106.00          1,948,106.00          1,948,106.00          1,948,106.00          1,948,106.00          1,948,106.00          1,948,106.00          1,948,126.00           ‐                            ‐                            ‐                            ‐                            ‐                            ‐                           29,221,610.00       General Conditions$1,753,296‐                                   1,753,296.00                 ‐                           116,886.00             116,886.00             116,886.00             116,886.00             116,886.00             116,886.00             116,886.00             116,886.00             116,886.00             116,886.00             116,886.00             116,886.00             116,886.00             116,886.00             116,892.00             1,753,296.00          Overhead$584,432‐                                   584,432.00                    ‐                           38,962.00               38,962.00               38,962.00               38,962.00               38,962.00               38,962.00               38,962.00               38,962.00               38,962.00               38,962.00               38,962.00               38,962.00               38,962.00               38,962.00               38,964.00               584,432.00             Profit$1,753,296‐                                   1,753,296.00                 ‐                           116,886.00             116,886.00             116,886.00             116,886.00             116,886.00             116,886.00             116,886.00             116,886.00             116,886.00             116,886.00             116,886.00             116,886.00             116,886.00             116,886.00             116,892.00             1,753,296.00          Total Construction Contract/Costs$33,312,634‐                                   ‐                                   33,312,634.00                ‐                                   ‐                                   ‐                           2,220,840.00          2,220,840.00          2,220,840.00          2,220,840.00          2,220,840.00          2,220,840.00          2,220,840.00          2,220,840.00          2,220,840.00          2,220,840.00          2,220,840.00          2,220,840.00          2,220,840.00          2,220,840.00          2,220,874.00           ‐                            ‐                            ‐                            ‐                            ‐                            ‐                           33,312,634.00       Hard Cost Contingency$1,665,631‐                                   1,665,631.00                 ‐                           111,042.00             111,042.00             111,042.00             111,042.00             111,042.00             111,042.00             111,042.00             111,042.00             111,042.00             111,042.00             111,042.00             111,042.00             111,042.00             111,042.00             111,043.00             1,665,631.00          PnP Bond paid outside Constr. Contr.$269,717‐                                   269,717.00                    227,012.00                    227,012.00             42,705.00               269,717.00             FF&E paid outside Constr. Contr.$1,041,630 496,992.00                    496,992.00                     1,538,622.00                 40,560.70                      11,861.00                      52,421.70               102,574.00             102,574.00             102,574.00             102,574.00             102,574.00             102,574.00             102,574.00             102,574.00             102,574.00             102,574.00             102,574.00             102,574.00             102,574.00             102,574.00             50,164.30               1,538,622.00          Other:General Liability Isurance $116,595‐                                   116,595.00                    ‐                           116,595.00             116,595.00             Other:Seawall Inspection$0 5,805.97                         5,805.97                         5,805.97                         5,805.97                         5,805.97                 5,805.97                 $36,406,207.00 502,797.97                    502,797.97                    36,909,004.97              46,366.67                      238,873.00                    285,239.67            2,593,756.00         2,434,456.00         2,434,456.00         2,434,456.00         2,434,456.00         2,434,456.00         2,434,456.00         2,434,456.00         2,434,456.00         2,434,456.00         2,434,456.00         2,434,456.00         2,434,456.00         2,434,456.00         2,382,081.30          ‐                           ‐                           ‐                           ‐                           ‐                           ‐                          36,909,004.97       GENERAL DEVELOPMENT COSTS:Underwriters Total Costs ‐ CURClosing Draw ReallocationsTotal Reallocations Final BudgetClosing ReimbursementsPayable at Closing Closing Draw Draw 2Draw 3Draw 4Draw 5Draw 6Draw 7Draw 8Draw 9Draw 10 Draw 11 Draw 12 Draw 13 Draw 14Draw 15           Construction CompletionDraw 16 Draw 17Draw 18           StabilizationDraw 19 Draw 20Draw 21           90 for 90Draw 22 Total DrawnAccounting Fees$40,000 (332.00)                           (332.00)                           39,668.00                      2,518.75                         2,518.75                 27,149.25               10,000.00               39,668.00               Appraisal$5,500 9,000.00                         9,000.00                         14,500.00                      5,500.00                         9,000.00                         14,500.00               14,500.00               Architect's Fee ‐ Site/Building Design$825,000 145,000.00                    145,000.00                     970,000.00                    838,574.70                    41,887.50                      880,462.20             5,969.00                 5,969.00                 5,969.00                 5,969.00                 5,969.00                 5,969.00                 5,969.00                 5,969.00                 5,969.00                 5,969.00                 5,969.00                 5,969.00                 5,969.00                 5,969.00                 5,971.80                 970,000.00             Architect's Fee ‐ Supervision$205,000‐                                   205,000.00                    ‐                           13,666.00               13,666.00               13,666.00               13,666.00               13,666.00               13,666.00               13,666.00               13,666.00               13,666.00               13,666.00               13,666.00               13,666.00               13,666.00               13,666.00               13,676.00               205,000.00             Building Permits$1,428,685‐                                   1,428,685.00                 272,267.56                    26,549.76                      298,817.32             1,129,867.68          1,428,685.00          Builder's Risk Insurance$360,000‐                                   360,000.00                    358,811.00                    358,811.00             1,189.00                 360,000.00             Environmental Report$6,700‐                                   6,700.00                         4,700.00                         1,532.00                         6,232.00                 468.00                    6,700.00                 FHFC Administrative Fees$232,899‐                                   232,899.00                    232,676.91                    232,676.91             222.09                    232,899.00             FHFC Application Fee$3,000 500.00                            500.00                            3,500.00                         3,500.00                         3,500.00                 3,500.00                 FHFC Credit Underwriting Fee$30,351 3,168.00                         3,168.00                         33,519.00                      33,519.00                      33,519.00               33,519.00               FHFC Compliance Fee$236,331‐                                   236,331.00                    ‐                           236,331.00             236,331.00             Impact Fee$66,027‐                                   66,027.00                      66,027.00                      66,027.00               66,027.00               Lender Inspection Fees / Const Admin$454,558 (123,644.00)                   (123,644.00)                    330,914.00                    33,315.00                      3,168.00                         36,483.00               19,628.00               19,628.00               19,628.00               19,628.00               19,628.00               19,628.00               19,628.00               19,628.00               19,628.00               19,628.00               19,628.00               19,628.00               19,628.00               19,628.00               19,639.00               330,914.00             Green Building Cert. (LEED, FGBC, NAHB)$81,800‐                                   81,800.00                      17,560.00                      17,560.00               64,240.00               81,800.00               Insurance$178,500‐                                   178,500.00                    ‐                           178,500.00             178,500.00             Legal Fees ‐ Organizational Costs$475,000 95,000.00                      95,000.00                       570,000.00                    86,266.17                      383,238.25                    469,504.42             100,495.58             570,000.00             Market Study$5,500 5,750.00                         5,750.00                         11,250.00                      11,250.00                      11,250.00               11,250.00               Marketing and Advertising$20,000‐                                   20,000.00                       ‐                           20,000.00               20,000.00               Plan and Cost Review Analysis$4,700 1,500.00                         1,500.00                         6,200.00                         4,700.00                         1,500.00                         6,200.00                 6,200.00                 Soil Test$13,650‐                                   13,650.00                      12,350.00                      12,350.00               1,300.00                 13,650.00               Survey$67,998‐                                   67,998.00                      6,410.75                         3,000.00                         9,410.75                 48,587.25               10,000.00               67,998.00               Title Insurance and Recording Fees$173,902 78,255.00                      78,255.00                       252,157.00                    13,179.43                      223,529.76                    236,709.19             15,447.81               252,157.00             Traffic Study$8,500‐                                   8,500.00                         8,500.00                         8,500.00                 8,500.00                 Utility Connection Fees$128,690‐                                   128,690.00                    3,202.50                         73,888.35                      77,090.85               51,599.15               128,690.00             Soft Cost Contingency$252,614 10,709.00                      10,709.00                       263,323.00                    ‐                           17,554.00               17,554.00               17,554.00               17,554.00               17,554.00               17,554.00               17,554.00               17,554.00               17,554.00               17,554.00               17,554.00               17,554.00               17,554.00               17,554.00               17,567.00               263,323.00             $5,304,905.00 224,906.00                    224,906.00                    5,529,811.00                1,357,313.86                1,424,808.53                2,782,122.39         1,381,543.66         235,317.00            56,817.00              56,817.00              56,817.00              56,817.00              128,416.15            56,817.00              56,817.00              56,817.00              56,817.00              121,057.00            56,817.00              56,817.00              313,184.80             ‐                           ‐                           ‐                           ‐                           ‐                           ‐                          5,529,811.00         Underwriters Total Costs ‐ CURClosing Draw ReallocationsTotal Reallocations Final BudgetClosing ReimbursementsPayable at Closing Closing Draw Draw 2Draw 3Draw 4Draw 5Draw 6Draw 7Draw 8Draw 9Draw 10 Draw 11 Draw 12 Draw 13 Draw 14Draw 15           Construction CompletionDraw 16 Draw 17Draw 18           StabilizationDraw 19 Draw 20Draw 21           90 for 90Draw 22 Total DrawnConstruction Loan Origination Fee$325,000.00‐                                   325,000.00                    25,000.00                      300,000.00                    325,000.00             325,000.00             Construction Loan Closing Costs$97,500.00‐                                   97,500.00                      95,000.00                      95,000.00               2,500.00                 97,500.00               Construction Loan Interest$3,985,321.00 (653,289.00)                   (653,289.00)                    3,332,032.00                 162,500.00                    162,500.00             5,672.82                 33,244.53               49,550.83               64,714.81               79,985.58               95,363.91               110,850.55             126,950.52             142,723.89             158,544.08             174,475.68             190,519.50             207,128.75             223,402.54             242,189.83             264,062.50             264,062.50             264,062.50             264,062.50             101,095.90             106,868.26             3,332,032.00          Permanent Loan Origination Fee$118,750.00‐                                   118,750.00                    118,750.00                    118,750.00             118,750.00             Permanent Loan Closing Costs$54,450.00 (2,500.00)                       (2,500.00)                        51,950.00                      25,000.00                      10,175.00                      35,175.00               16,775.00               51,950.00               Local HFA Application Bond Fee$6,285.00‐                                   6,285.00                         1,785.00                         1,785.00                 4,500.00                 6,285.00                 Local HFA Bond Underwriting Fee$16,489.00‐                                   16,489.00                      16,489.00                      16,489.00               16,489.00               Local HFA Bond Trustee Fee$11,250.00‐                                   11,250.00                      2,125.00                         2,125.00                 9,125.00                 11,250.00               Local HFA Bond Cost of Issuance$431,070.00 (14,024.00)                     (14,024.00)                      417,046.00                    4,500.00                         255,130.00                    259,630.00             157,416.00             417,046.00             SAIL Commitment Fee$30,000.00‐                                   30,000.00                       ‐                           30,000.00               30,000.00               SAIL Closing Costs$12,500.00 500.00                            500.00                            13,000.00                      13,000.00                      13,000.00               13,000.00               SAIL‐ELI Commitment Fee$6,000.00‐                                   6,000.00                          ‐                           6,000.00                 6,000.00                 SAIL‐ELI Closing Costs$6,500.00‐                                   6,500.00                         6,500.00                         6,500.00                 6,500.00                 Misc Loan Closing Costs$80,362.00 44,795.00                      44,795.00                       125,157.00                    65,634.25                      48,802.00                      114,436.25             10,720.75               125,157.00             Closing Costs$12,500.00‐                                   12,500.00                      12,500.00                      12,500.00               12,500.00               Legal Fees ‐ Financing Costs$135,000.00‐                                   135,000.00                    123,936.15                    2,896.20                         126,832.35             8,167.65                 135,000.00             Placement Agent/Underwriter Fee$27,500.00‐                                   27,500.00                       ‐                           27,500.00               27,500.00               Initial TEFRA Fee$3,000.00‐                                   3,000.00                          ‐                           3,000.00                 3,000.00                 Other:FHFC Firm Commitment Extension Fee$49,015.00‐                                   49,015.00                      49,015.00                      49,015.00               49,015.00               Other:FEMA CLOMR / LOMR$12,000.00‐                                   12,000.00                       ‐                           12,000.00               12,000.00               Other:FHFC Viability Commitment Fee$43,000.00‐                                   43,000.00                       ‐                           43,000.00               43,000.00               Other:FHFC Viability Closing Costs$12,500.00‐                                   12,500.00                      12,500.00                      12,500.00               12,500.00               Other:HFAMDC Conversion Fee$189,688.00 13,437.00                      13,437.00                       203,125.00                    203,125.00                    203,125.00             203,125.00             $5,665,680.00 (611,081.00)                  (611,081.00)                   5,054,599.00                311,359.40                    1,243,003.20                1,554,362.60         327,252.22            33,244.53              49,550.83              64,714.81              79,985.58              95,363.91              110,850.55            136,075.52            142,723.89            158,544.08            174,475.68            190,519.50            207,128.75            223,402.54            242,189.83            264,062.50            264,062.50            264,062.50            264,062.50            101,095.90            106,868.26            5,054,599.00         $47,376,792.00 116,622.97                    116,622.97                    47,493,414.97              1,715,039.93                2,906,684.73                4,621,724.66         4,302,551.88         2,703,017.53         2,540,823.83         2,555,987.81         2,571,258.58         2,586,636.91         2,673,722.70         2,627,348.52         2,633,996.89         2,649,817.08         2,665,748.68         2,746,032.50         2,698,401.75         2,714,675.54         2,937,455.93         264,062.50            264,062.50            264,062.50            264,062.50            101,095.90            106,868.26            47,493,414.97       Underwriters Total Costs ‐ CURClosing Draw ReallocationsTotal Reallocations Final BudgetClosing ReimbursementsPayable at Closing Closing Draw Draw 2Draw 3Draw 4Draw 5Draw 6Draw 7Draw 8Draw 9Draw 10 Draw 11 Draw 12 Draw 13 Draw 14Draw 15           Construction CompletionDraw 16 Draw 17Draw 18           StabilizationDraw 19 Draw 20Draw 21           90 for 90Draw 22 Total DrawnDeveloper Fee ‐ Unapportioned$8,447,422.00 20,992.00                      20,992.00                       8,468,414.00                 1,338,655.00                 1,338,655.00          185,278.30             185,278.30             185,278.30             185,278.30             185,278.30             185,278.30             185,278.30             185,278.30             185,278.30             185,278.30             185,278.30             185,278.30             185,278.30             445,488.14             1,177,389.00          3,098,264.00          8,468,414.00          DF to Consultant Fees$80,400.00‐                                   80,400.00                       ‐                           80,400.00               80,400.00               $8,527,822.00 20,992.00                      20,992.00                      8,548,814.00                 ‐                                  1,338,655.00                1,338,655.00         185,278.30            185,278.30            185,278.30            185,278.30            185,278.30            185,278.30            185,278.30            185,278.30            185,278.30            185,278.30            185,278.30            185,278.30            185,278.30            525,888.14            1,177,389.00          ‐                           ‐                           ‐                           ‐                           ‐                          3,098,264.00         8,548,814.00         Underwriters Total Costs ‐ CURClosing Draw ReallocationsTotal Reallocations Final BudgetClosing ReimbursementsPayable at Closing Closing Draw Draw 2Draw 3Draw 4Draw 5Draw 6Draw 7Draw 8Draw 9Draw 10 Draw 11 Draw 12 Draw 13 Draw 14Draw 15           Construction CompletionDraw 16 Draw 17Draw 18           StabilizationDraw 19 Draw 20Draw 21           90 for 90Draw 22 Total DrawnLand$8,800,000.00‐                                   8,800,000.00                 8,800,000.00                 8,800,000.00          8,800,000.00          $8,800,000.00‐                                   ‐                                  8,800,000.00                 ‐                                  8,800,000.00                8,800,000.00          ‐                           ‐                           ‐                           ‐                           ‐                           ‐                           ‐                           ‐                           ‐                           ‐                           ‐                           ‐                           ‐                           ‐                           ‐                           ‐                           ‐                           ‐                           ‐                           ‐                           ‐                          8,800,000.00         Underwriters Total Costs ‐ CURClosing Draw ReallocationsTotal Reallocations Final BudgetClosing ReimbursementsPayable at Closing Closing Draw Draw 2Draw 3Draw 4Draw 5Draw 6Draw 7Draw 8Draw 9Draw 10 Draw 11 Draw 12 Draw 13 Draw 14Draw 15           Construction CompletionDraw 16 Draw 17Draw 18           StabilizationDraw 19 Draw 20Draw 21           90 for 90Draw 22 Total DrawnOperating Deficit Reserve (FHFC)$474,574.00 (10,994.00)                     (10,994.00)                      463,580.00                    ‐                           463,580.00             463,580.00             Reserves ‐ Start‐Up/Lease‐up Expenses$117,515.00‐                                   117,515.00                    ‐                           117,515.00             117,515.00             $592,089.00 (10,994.00)                    (10,994.00)                     581,095.00                     ‐                                   ‐                                   ‐                           ‐                           ‐                           ‐                           ‐                           ‐                           ‐                           ‐                           ‐                           ‐                           ‐                           ‐                           ‐                           ‐                           ‐                          581,095.00             ‐                           ‐                           ‐                           ‐                           ‐                           ‐                          581,095.00            Underwriters Total Costs ‐ CURClosing Draw ReallocationsTotal Reallocations Final BudgetClosing ReimbursementsPayable at Closing Closing Draw Draw 2Draw 3Draw 4Draw 5Draw 6Draw 7Draw 8Draw 9Draw 10 Draw 11 Draw 12 Draw 13 Draw 14Draw 15           Construction CompletionDraw 16 Draw 17Draw 18           StabilizationDraw 19 Draw 20Draw 21           90 for 90Draw 22 Total Drawn$65,296,703.00 126,620.97$                 126,620.97$                  65,423,323.97$            1,715,039.93$              13,045,339.73$            14,760,379.66$     4,487,830.18$       2,888,295.83$       2,726,102.13$       2,741,266.11$       2,756,536.88$       2,771,915.21$       2,859,000.99$       2,812,626.82$       2,819,275.19$       2,835,095.38$       2,851,026.98$       2,931,310.80$       2,883,680.05$       3,240,563.68$       4,695,939.93$       264,062.50$          264,062.50$          264,062.50$          264,062.50$          101,095.90$          3,205,132.26$       65,423,323.97$     Underwriters Total Costs ‐ CURClosing Draw ReallocationsTotal Reallocations Final BudgetClosing ReimbursementsPayable at Closing Closing Draw Draw 2Draw 3Draw 4Draw 5Draw 6Draw 7Draw 8Draw 9Draw 10 Draw 11 Draw 12 Draw 13 Draw 14Draw 15           Construction CompletionDraw 16 Draw 17Draw 18           StabilizationDraw 19 Draw 20Draw 21           90 for 90Draw 22 Total DrawnConstruction Loan First Mortgage32,500,000.00          ‐                                   32,500,000.00               698,193.66                    698,193.66             3,393,441.18          2,006,928.83          1,866,336.13          1,879,479.11          1,892,717.88          1,906,047.21          1,981,535.99          1,941,337.82          1,947,100.19          1,960,812.38          1,974,623.98          2,044,214.80          2,002,928.05          2,312,281.68          2,692,021.11          (32,500,000.00)       ‐                           Viability Loan4,300,000.00             ‐                                   4,300,000.00                 ‐                           295,538.00             190,203.00             179,522.00             180,521.00             181,526.00             182,539.00             188,274.00             185,220.00             185,658.00             186,700.00             187,749.00             193,036.00             189,899.00             213,401.00             (2,739,786.00)        ‐                           SAIL Loan2,494,576.00             ‐                                   2,494,576.00                 ‐                           171,451.00             110,343.00             104,147.00             104,726.00             105,309.00             105,897.00             109,224.00             107,452.00             107,706.00             108,311.00             108,919.00             111,986.00             110,167.00             123,801.00             (1,589,439.00)        ‐                           ELI Loan600,000.00                ‐                                   600,000.00                    ‐                           41,237.00               26,540.00               25,049.00               25,189.00               25,329.00               25,470.00               26,270.00               25,844.00               25,905.00               26,051.00               26,197.00               26,935.00               26,497.00               29,776.00               (382,289.00)            ‐                           NHTF Loan1,301,500.00             ‐                                   1,301,500.00                 ‐                           89,451.00               57,569.00               54,336.00               54,639.00               54,943.00               55,250.00               56,985.00               56,061.00               56,194.00               56,509.00               56,826.00               58,427.00               57,477.00               64,591.00               (829,258.00)            ‐                           Surtax/SHIP Loan5,950,000.00             ‐                                   5,950,000.00                 ‐                           425,000.00             425,000.00             425,000.00             425,000.00             425,000.00             425,000.00             425,000.00             425,000.00             425,000.00             425,000.00             425,000.00             425,000.00             425,000.00             425,000.00             (5,950,000.00)        ‐                           City of Miami Beach HOME Loan1,003,969.00             ‐                                   1,003,969.00                 ‐                           71,712.00               71,712.00               71,712.00               71,712.00               71,712.00               71,712.00               71,712.00               71,712.00               71,712.00               71,712.00               71,712.00               71,712.00               71,712.00               71,713.00               (1,003,969.00)        ‐                           1st Equity Installment5,229,894.00            32,292.00                      32,292.00                       5,262,186.00                 1,715,039.93                 3,547,146.07                 5,262,186.00          (5,262,186.00)        ‐                           HACMB Loan8,800,000.00             ‐                                   8,800,000.00                 8,800,000.00                 8,800,000.00          (8,800,000.00)        ‐                           Deferred Developer Fee3,116,764.00            94,328.97                      94,328.97                       3,211,092.97                 ‐                           ‐                           65,296,703.00         65,423,323.97              1,715,039.93                13,045,339.73              14,760,379.66       4,487,830.18         2,888,295.83         2,726,102.13         2,741,266.11         2,756,536.88         2,771,915.21         2,859,000.99         2,812,626.82         2,819,275.19         2,835,095.38         2,851,026.98         2,931,310.80         2,883,680.05         3,240,563.68         (23,864,905.89)      ‐                           ‐                           ‐                           ‐                           ‐                          (32,500,000.00)      ‐                          ‐                             ‐                                   ‐                                   ‐                                   ‐                          0.00                        (0.00)                       (0.00)                       (0.00)                       (0.00)                       (0.00)                       0.00                        0.00                        0.00                        0.00                        0.00                        0.00                        (0.00)                       (0.00)                       28,560,845.82       264,062.50            264,062.50            264,062.50            264,062.50            101,095.90            35,705,132.26       65,423,323.97       Underwriters Total Costs ‐ CURClosing Draw ReallocationsTotal Reallocations Final BudgetClosing ReimbursementsPayable at Closing Closing Draw Draw 2Draw 3Draw 4Draw 5Draw 6Draw 7Draw 8Draw 9Draw 10 Draw 11 Draw 12 Draw 13 Draw 14Draw 15           Construction CompletionDraw 16 Draw 17Draw 18           StabilizationDraw 19 Draw 20Draw 21           90 for 90Draw 22 Total DrawnPermanent Loan First Mortgage11,875,000.00          ‐                                   11,875,000.00               ‐                           11,875,000.00       11,875,000.00       Viability Loan4,300,000.00             ‐                                   4,300,000.00                 ‐                           4,213,534.51          86,465.49               4,300,000.00          SAIL Loan3,000,000.00             ‐                                   3,000,000.00                 ‐                           2,229,656.31          770,343.69             3,000,000.00          ELI Loan600,000.00                ‐                                   600,000.00                    ‐                           600,000.00             600,000.00             NHTF Loan1,301,500.00             ‐                                   1,301,500.00                 ‐                           1,301,500.00          1,301,500.00          Surtax/SHIP Loan5,950,000.00             ‐                                   5,950,000.00                 ‐                           5,950,000.00          5,950,000.00          City of Miami Beach HOME Loan1,003,969.00             ‐                                   1,003,969.00                 ‐                           1,003,969.00          1,003,969.00          1st Equity Installment5,229,894.00            32,292.00                      32,292.00                       5,262,186.00                 ‐                           5,262,186.00          5,262,186.00          2nd Equity Installment10,459,788.00         64,583.00                      64,583.00                       10,524,371.00               ‐                           264,062.50             264,062.50             264,062.50             264,062.50             101,095.90             9,367,025.10          10,524,371.00       3rd Equity Installment9,806,051.00            60,547.00                      60,547.00                       9,866,598.00                 ‐                           9,866,598.00          9,866,598.00          4th Equity Installment653,737.00               4,036.00                         4,036.00                         657,773.00                    ‐                           657,773.00             657,773.00             HACMB Loan8,000,000.00             ‐                                   8,000,000.00                 ‐                           8,000,000.00          8,000,000.00          Deferred Developer Fee3,116,764.00            (34,837.03)                     (34,837.03)                      3,081,926.97                 ‐                           3,081,926.97          3,081,926.97          65,296,703.00         65,423,323.97               ‐                                   ‐                                   ‐                           ‐                           ‐                           ‐                           ‐                           ‐                           ‐                           ‐                           ‐                           ‐                           ‐                           ‐                           ‐                           ‐                           ‐                          28,560,845.82       264,062.50            264,062.50            264,062.50            264,062.50            101,095.90            35,705,132.25       65,423,323.97       CONSTRUCTION COSTS:Total Construction Costs:Total General Development Costs:FINANCIAL COSTS:NHTFTotal Financial Costs:Dev. Costs before Acq., Dev. Fee & ReservesPermanent Sources of FundsDEVELOPER FEE ON NON‐ACQUISTION COSTSTotal Other Development Costs:LAND ACQUISITION COSTSTotal Acquisition Costs:RESERVE ACCOUNTSTotal Reserve Accounts:TOTAL DEVELOPMENT COSTSTOTAL DEVELOPMENT COSTS:Construction Sources of FundsTOTAL DRAW AMOUNT:SOURCES NEEDED / (OVERSOURCED):TOTAL DRAW AMOUNT: 4868-7059-4692.6 EXHIBIT “C” PENDING LITIGATION SCHEDULE C & C MANAGEMENT, INC. VS 1 STATES SECURITY COMPANY ET AL o 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.