VISTA BREEZE, LTD_ (1)STATE OF FLORMA UNIFORM COMMERCIAL CODE
Zoya Usamenko, (212) 513-3272, zoya.usllmenko@hhklaw.com
Name Holland S Knight LLP
Address 31 West 52nd Street
Address
Now York, New York 10019
FLORIDA SECURED TRANSACTION REGISTRY
FILED
2023 Dec 19 03:40 PM
"*' 202303432578 --
THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
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I.a ORGANI7.A71ON•S NAME
VISTA BREEZE, LTD.
I.b INDIVIDUAL•SSURNAME
FIRST PERSONAL NAME
ADDITIONAL NAME(SANITIAL(S)
SUFFIX
I.e MAILING ADDRESS Line Ont
do Atlantic I'PedSe Communities
This space not available.
MAILING ADDRESS Line Two
181 NW Bth Street, Suite 1020
CITY
STATE
I POSTALCODE
1COUNTRY
Miami
FL
133136
JUBA
2. ADDITIONAr, nRRTnR,R var.v-r vun rvn., .,...e —..------
2.9 ORGANIZATION'S NAME
2.1a INDIVIDUAL'SSURNAME
FIRST PERSONAL NAME
ADDITIONAL NAME(SVINITIAL(S)
SUFFIX
2.c MAILING ADDRESS Lim: One
This space not available.
MAILING ADDRESS Line Two
CITY (
STATE
POSTAL CODE
COUNTRY
i. RRCURRn PARTV,S AI A MR r...voAueA I ee....,....
S.a OROANIZATION'SNAME
THE BANK OF NEW YORK MELLON TRUST COMPANY. N.A.
3.10 INDIVIDUAL'S SURNAME
FIRSTPERSONAL NAME
ADDITIONAL NAME(SyINITUIL(SJ
SUFFIX
3.c MAILING ADDRESS Line One
4655 Salisbury Road, Suite 300
This specs not available.
MAILING ADDRESS Line Two
CITY
STATE
POSTALCODE
COUNTRY
Jacksonville
FL
322W
USA
4. This FINANCING STATEMENT coven the fallowing collateral:
SEE 'EXHIBIT N' ATTACHED HERETO AND MADE A PART HEREOF.
SEE 'SCHEDULE 1' COLLATERAL DESCRIPTION ATTACHED HERETO AND MADE A PART HEREOF.
S. ALTERNATE DESIGNATION(ifappliable) U LESSEEALESSOR CONSIGNEWCONSIGNOR BAILEEBAILOR
❑ AOLIEN 11 NON-UCC FILING ❑ SELLERBUYER
6. Florida DOCUMENTARY STAMP TAX - YOU ARE REQUIRED TO CHECK EXACTLY ONE BOX
❑ All documentary stamps due and payable or to become due and payable pursuant to s. 201.22 F.S., have been paid.
0 Florida Documentary Stamp Tat is not required.
7. OPTIONAL FILER REFERENCE DATA
File with FSTR Mortgage - Vista Breeze HKa: 585101.07272
STANDARD FORM - FORM UCC-l(REV.OSI2013) Filing Office Copy Approved by the Secretary of State, State of Florida
STATE OF FLORIDA UNIFORM COMMERCIAL CODE
FINANCING STATEMENT FORM -ADDENDUM
TO,
NAME I NAME(SYINTIIAL(S)
9. M19CELWNEOUS:
la ♦DMTIlaNat
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10.8 ORGANIZATION'S NAME
10.b INDIVIDUAL'S SURNAME
PoRST PERSONAL NAME
ADDITIONAL NAME(S)tfNITIAL(S)
SUFFIX
Jive MAILING ADDRESS Line One
This space not available.
MAILING ADDRESS Line Two
CITY
STATE
POS7AL CODE
COUNTRY
It. SECIIRROPARTVIRNAMP c..u.uearn.0 ...�......... _......._.._. __. _._____..___..____
-
1I.s ORGANIZATION'S NAME
....................,,.wu.vnvn..n-n•pcn 1 ur16y VnG aCFVMW FAKIT IIa OR Ito)
HOUSING FINANCE AUTHORITY OF MIAMI•DADE COUNTY, FLORIDA
11.0 INDIVIDUAL'SSURNAME
FIRST PERSONALNAME
ADDITIONALNAME(SVINITIAL(S)
SUFFIX
I Lc MAILING ADDRESS Line One
7855 NW 12th Street. Suite 102
This apaee not available.
MAILING ADDRESS was TWO
CITY
STATE
POSTAL CODE
COUNTRY
Dore[
IS
33126
USA
12. This FINANCING STATEMENT wvars e dmber to be cut or
❑ ssroxlrscted collateral, or is riled as fxturt riling.
13. Description ormal Carrie.
Property: 175 S. Shore Drive and 280 S. Shore Drive
City: Miami
County; Miami -Dade County
Slate: Florida
Parcel I.O.:
See Exhibit A attached hereto and Incorporated herein
14. Name and address of a RECORD OWNER ofabon-described real
issue (if TRbuor does era have a record interest
Housing Aulhody, of the City of Miami Beach
200 Alton Road
Miami Beach, FL 33139
15, Additional collateral description:
Is. Cheek ORht ifepplicable end check only one box.
Collateral is ❑Held in Trust
❑ Being administered by Decedent's Personal Repmscntativc
17. Check 00)y if applicable and check 001y one box.
Debtor isa TRANSMITTING UTILITY
Filed in wnnection with a Manufactured -Home Transclion — elkelive 30 yurs
STANDARD FORM- FORM UCC-I ADDEN'DUM(REV.0512013) Filing Office Copy Approved by the Secretary of SUte, Stare or Florid.
SC$EDULEI
Financing Statement (continued)
Name of Debtor: VISTA BREEZE, LTD.
Item No. 4:
All of Debtor's right, title and interest now or hereafter acquired in and to:
All "Accessories." meaning all fixtures, fittings, apparatus, equipment, systems,
machinery, furniture, furnishings, appliances, inventory, goods, building and construction
materials, supplies and other articles of personal property and replacements thereof, of every kind
and character, tangible and intangible (including software embedded therein), now owned or
hereafter acquired by Debtor, which are now or hereafter attached to, affixed to, placed upon
or situated in, on or about the Land or Improvements, or used in or necessary to the complete
and proper planning, development, use, occupancy or operation thereof, or acquired (whether
delivered to the Land or stored elsewhere) for use or installation in or on the Land or
Improvements, and all Additions to the foregoing, all of which are hereby declared to be
permanent accessions to the Land, but excluding the Movable Personal Property and any Margin
Stock.
All "Accounts," meaning all accounts of Debtor within the meaning of the Uniform
Commercial Code of the State, derived from or arising out of the use, occupancy or enjoyment of
the Property or for services rendered therein or thereon.
All "Additions." meaning any and all alterations, additions, accessions and improvements
to property, substitutions therefor, and renewals and replacements thereof.
All "Claims," meaning any liability, suit, action, claim, demand, loss, expense, penalty,
fine, judgment or other cost of any kind or nature whatsoever, including fees, costs and expenses
of attorneys, consultants, contractors and experts.
All "Condemnation," meaning any taking of title to, use of, or any other interest in
the Property under the exercise of the power of condemnation or eminent domain, whether
temporarily or permanently, by any Governmental Authority or by any other Person acting under
or for the benefit of a Governmental Authority.
All "Condemnation Awards," meaning any and all judgments, awards of damages
(including severance and consequential damages), payments, proceeds, settlements, amounts paid
for a taking in lieu of Condemnation, or other compensation heretofore or hereafter made,
including interest thereon, and the right to receive the same, as a result of, or in connection with,
any Condemnation or threatened Condemnation.
All "Contracts of Sale," meaning any contract for the sale of all or any part of
the Property or any interest therein, whether now in existence or hereafter executed.
All "Desi¢n and Construction Documents." meaning, collectively, (a) all contracts for
UCC-1 Financing Statement (Mortgage) Sch 1-I
Vista Breeze
VT
services to be rendered, work to be performed or materials to be supplied in the development of the
Land or the construction or repair of Improvements, including all agreements with architects,
engineers or contractors for such services, work or materials; (b) all plans, drawings and
specifications for the development of the Land or the construction or repair of Improvements; (c)
all permits, licenses, variances and other rights or approvals issued by or obtained from any
Governmental Authority or other Person in connection with the development of the Land or the
construction or repair of Improvements; and (d) all amendments of or supplements to any of the
foregoing.
All "Hedge Agreements." meaning any agreement, if and only if evidenced by a writing
reciting that it is secured by the Security Instrument, relating to any transaction that is a rate swap,
basis swap transaction, forward rate transaction, commodity swap, commodity option, equity or
equity index swap or option, bond option, note or bill option, interest rate option, forward foreign
exchange transaction, cap transaction, spot or floor transaction, collar transaction, currency swap
transaction, cross -currency rate swap transaction, swap option, currency option, credit swap or
default transaction, T-lock, or any other similar transaction (including any option to enter into any
of the foregoing) or any combination of the foregoing, and, unless the context otherwise clearly
requires, any agreement or contract that constitutes a "swan" within the meaning of Section 1 a(47)
of the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any
successor statute, and CFTC Regulation 1.3(xxx), any form of master agreement published by the
International Swaps and Derivatives Association, Inc., and any other master agreement, entered
into by Debtor, together with any related schedules and confirmations, as the same may be
amended, restated, replaced, supplemented, superseded or otherwise modified from time to time
in accordance with its terms, relating to or governing any or all of the foregoing.
All "Improvements," meaning all buildings, structures and replacements thereof and other
improvements now or hereafter existing, erected or placed on the Land, including all plant,
equipment, apparatus, machinery and fixtures of every kind and nature whatsoever forming part
of said structures and/or buildings together with any on -site improvements and off site
improvements in any way used or to be used in connection with the use, enjoyment, occupancy or
operation of the Land.
All "Insurance Proceeds," meaning the insurance claims under and the proceeds of any and
all policies of insurance covering the Property or any part thereof, including all returned and
unearned premiums with respect to any insurance relating to such Property, in each case whether
now or hereafter existing or arising.
All "Land;' meaning the leasehold interest in the real property pursuant to the Ground
Lease which real property is more particularly described in Exhibit A attached hereto and made a
part hereof.
All "Leases " meaning all leases, license agreements and other occupancy or use
agreements (whether oral or written), now or hereafter existing, which cover or relate to the
Property or any part thereof, together with all options therefor, amendments thereto and renewals,
modifications and guaranties thereof, including any cash, letter of credit rights or other security
deposited under the Leases to secure performance by the tenants of their obligations under the
Leases, whether such cash, letter of credit rights or other security is to be held until the expiration
sch 1 -2
UCC.t Financing statement (Mortgage)
Vista amen
Of the terms of the Leases or applied to one or more of the installments of rent coming due
thereunder,
All "Personalty "meaning all personal property ofany kind or nature whatsoever, whether
tangible or intangible and whether now owned or hereafter acquired, in which Debtor, now
has or hereafter acquires an interest and which is used in the construction of, or is placed upon, or
is derived from or used in connection with the maintenance, use, occupancy or enjoyment of, the
Property, including (a) the Accessories; (b) the Accounts; (c) all franchise, license, management
or other agreements with respect to the operation of the Real Property or the business conducted
therein (provided all of such agreements shall be subordinate to the Security Instrument, and
Secured Party, shall have no responsibility for the performance of Debtor's obligations,
thereunder) and all general intangibles (including payment intangibles, trademarks, trade names,
goodwill, software and symbols) related to the Real Property or the operation thereof; (d) all
sewer and water taps, appurtenant water stock or water rights, allocations and agreements for
utilities, bonds, letters of credit, letter -of -credit rights, permits, certificates, licenses, guaranties,
warranties, causes of action, judgments, Claims, profits, security deposits, utility deposits,
deposits or escrows for taxes, insurance or other matters, and all rebates or refunds of fees,
Taxes, assessments, charges or deposits paid to any Governmental Authority related to the Real
Property or the operation thereof; (e) all of Debtor's rights and interests, under all Hedge
Agreements, including all rights to the payment of money from Secured Party (or its affiliate)
under any Hedge Agreement and all accounts, deposit accounts and general intangibles,
including payment intangibles, described in any Hedge Agreement; (0 all insurance policies held
by Debtor with respect to the Property or Debtor's operation thereof; (g) all Debtor's rights in
any Tax Credits (to the extent assignable and permitted by applicable laws); and (h) all
money, instruments, chattel paper, or mortgages and documents (whether tangible or electronic)
arising from or by virtue of any transactions related to the Property, and all deposits and deposit
accounts of Debtor or with Secured Party related to the Property, including any such deposit
account from which Debtor may from time to time authorize Secured Party to debit and/or credit
payments due with respect to the Loan; together with all Additions to and Proceeds of all of the
foregoing, but excluding any Movable Personal Property.
All "Proceeds." when used with respect to any of the Property, meaning all proceeds of
such Property, including all Insurance Proceeds and all other proceeds within the meaning of
that term as defined in the Uniform Commercial Code of the State.
All "Property." meaning Debtor's interest in the Real Property and the Personalty and all
other rights, interests and benefits of every kind and character which Debtor now has or
hereafter acquires in, to or for the benefit of the Real Property and/or the Personalty and all
other property and rights used or useful in connection therewith, including all Leases, all Rents,
all Condemnation Awards, all Proceeds, and all of Debtor's right, title and interest in and to all
Design and Construction Documents, all Contracts of Sale and all Refinancing Commitments.
All "Real Property." meaning the Land and Improvements, together with (a) the rights
and interests of Debtor under the Ground Lease, including, without limitation, (i) all Lessee
Bankruptcy Rights, (ii) all Lease Damage Claims; this Security Instrument constituting a present,
irrevocable and unconditional assignment of the Lease Damage Claims which shall continue in
effect until the Obligations have been satisfied in full, and (iii) all other or additional title, estates,
Sch 1.3
UCC-1 Financing Statement (Mortgage)
Vista Stem
51q
interests or rights which are now owned or may hereafter be acquired by Debtor in or to the
property demised under the Ground Lease creating the leasehold estate or otherwise relating to the
Land and other Real Property, including without limitation, all rights of Debtor to cause Ground
Lessor to perform its obligations under the Ground Lease; (b) all estates, title interests, title
reversion rights, remainders, increases, issues, profits, rights of way or uses, additions, accretions,
servitudes, strips, gaps, gores, liberties, privileges, water, water courses, water rights (whether
riparian, appropriative or otherwise, and whether or not appurtenant) and water stock, alleys,
passages, ways, vaults, licenses, tenements, franchises, hereditaments, royalties, appurtenances,
all development rights and credits and air rights, air space, easements, rights -of -way, rights of
ingress or egress, parking rights, timber, crops, mineral interests and other rights, now or hereafter
owned by Debtor and belonging or appertaining to the Land, Ground Lease or Improvements; (c)
all Claims whatsoever of Debtor with respect to the Land, Ground Lease or Improvements,
either in law or in equity, in possession or in expectancy; (d) all estate, right, title and interest of
Debtor in and to all streets, roads and public places, opened or proposed, now or hereafter
adjoining or appertaining to the Land, Ground Lease or Improvements; and (e) all options to
purchase the Land, Ground Lease or Improvements, or any portion thereof or interest therein,
and any greater estate in the Land, Ground Lease or Improvements, and all Additions to and
Proceeds of the foregoing.
All "Refinancing Commitments," meaning all commitments from or other agreements
with any Person providing for the financing of the Property, some or all of the proceeds of which
are intended to be used for the repayment of all or a portion of the Loan.
All "Rents," meaning all of the rents, royalties, issues, profits, revenues, earnings, income
and other benefits of the Property or any part thereof, or arising from the use or enjoyment of the
Property or any part thereof, including all such amounts paid under or arising from any of the
Leases and all fees, charges, accounts or other payments for the use or occupancy of rooms or
other public facilities within the Real Property or any part thereof.
All "Tax Credits," meaning all federal and/or state low-income housing tax credits now
or hereafter allocated to the Real Property or to the Debtor in respect of the Real Property
All substitutions, replacements, additions, accessions and proceeds for or to any of the
foregoing property described herein.
Capitalized terms used above without definition have the meanings given them in the
Leasehold Mortgage, Assignment of Rents, Security Agreement and Fixture Filing (the "Security
Instrument") dated on or about December 15, 2023, given by Debtor, as Mortgagor, for the benefit
of Secured Party, as Mortgagee, and recorded in the Official Records of Miami -Dade County,
Florida. The real property encumbered by the Security Instrument, and on which the personal
property described herein is located (other than as described hereinabove), is described on Exhibit
A attached hereto (the "Real Property"). Any term used or defined in the Florida Uniform
Commercial Code, as in effect from time to time, which is not defined in this financing statement
has the meaning given to that term in the Florida Uniform Commercial Code, as in effect from
time to time, when used in this financing statement. However, if a term is defined in Division 9
of the Florida Uniform Commercial Code differently than in another Division of the Florida
Uniform Commercial Code, the term has the meaning specified in Division 9.
UCC•I Financing Statement (Mortgage) Sch 1 -4
Vista Breese
0
The filing of this financing statement shall not be construed to derogate from or impair the
lien or provisions of the Security Instrument with respect to any property described in it
which is real property. Similarly, nothing in this financing statement shall be construed to
alter any of the rights of Secured Party as determined by the Security Instrument or the
priority of Secured Party's lien thereby created. This financing statement is declared to be for the
protection of Secured Party in the event any court shall at any time hold that in order to be effective
against a particular class of persons, including the United States Government or any of its agencies,
notice of Secured Party's priority of 'interest in any property or interests described in the
Security Instrument must be filed in the office where this financing statement is filed.
Sch 1.5
UCCVista Vista Ranting Statement (Mortgage)
Breese:
?/F
EXHIBIT A
DESCRIPTION OF REAL PROPERTY
That leasehold estate created by that Second Amended and Restated Ground Lease, by and between
Vista Breeze, Ltd., a Florida limited partnership, and the Housing Authority of The City of Miami
Beach, a public body corporate and politic, as evidenced by that Amended and Restated
Memorandum of Lease to be recorded over the following described lands:
PARCELI:
LOT 3,4 and 5, Block 55, OF NORMANDY GOLF COURSE, ACCORDING TO THE PLAT
THEREOF, AS RECORDED IN PLAT BOOK 44, AT PAGE 62, OF THE PUBLIC RECORDS OF
MIAMI-DADE COUNTY, FLORIDA.
PARCEL 2:
LOTS 6, 7 and 8, BLOCK 56, NORMANDY GOLF COURSE SUBDIVISION, ACCORDING TO
THE PLAT THEREOF RECORDED IN PLAT BOOK 44, PAGE 62, OF THE PUBLIC RECORDS
OF MIAMI-DADE COUNTY, FLORIDA.
UCC-1 Financing Stetament (Mortgage)
Vista Breen
ExA-6