VISTA BREEZE, LTD_ (2)STATE OF FLORIDA UNIFORM COMMERCIAL CODE
Zoya Ustlmenko, (212) 513-3272, zoye.usOmenko®hklew.eom
Name Holland S Knight LLP
Address 31 West 52nd Slreel
Address
New Ydrk, New York 10019
FLORIDA SECURED TRANSACTION REGISTRY
FILED
2023 Dec 19 03:40 PM
"" 202303432497 ----
THE ABOVE SPACE IS FOR FILING OFFICE USE
1. ORIITORte Rvarraur,, enA, u..Ae ...... __ _.
La ORGANIZATION'S NAME
VISTA BREEZE, LTD.
Lb INDIVIDUAL'SSURNAME
FIRST PERSONAL NAME
ADDITIONAL NAME(SYINITIAL(SJ
SUFFIX
I.c MAILING ADDRESS Line One
do Atlantic I Pacific Communities
This apace not available.
MAILING ADDRESS Line Two
161 NW 6th Street, Suite 1020
CRY
STATE I
POSTAL CODE
COUNTRY
Miami
FL
33136
I USA
2. AnnIT1ONA1nRRTOR.e evA�I1nn.. A,....,
2.a OftGANIZATION'S NAME
2.b 1NDIVIDUAL'SSURNAME
FIRSTPUSSONALNAME
ADDITIONAL NAME(S)ANITIAL(S)
SUFFIX
2.e MAILING ADDRESS Line One
This space nor anilabla.
MAILIN0ADDRESS1Am Two
CITY
STATE
POSTALCODE
COUNTRY
3. SWURROPARWMNAaAR
3.4 ORGAN17dT10N'S NAME
BANK OF AMERICA, N.A.
3.b INDIVIDUAL'S SURNAME
FIRSTPERSONALNAME
ADDITIONAL NAME(SANITIAL(S)
SUFFIX
37c MAILING ADDRESS Line One
401 E. Las Olas Blvd.
This space not available.
MAILING ADDRESS Line Two
CITY
STATE
POSTAL CODE
COUNTRY
Fort Lauderdale
FL
33301
USA
SEE'SCHEDULE 1' COLLATERAL DESCRIPTION ATTACHED HERETO AND MADE A PART HEREOF.
S. ALTERNATE DESIGNATION (if applicable) LESSEE/LESSOR H CONSIGNEE/CONSIGNOR BAILEEMAILOR
All LIEN NON-UCC FILING ❑ SELLER(BUYER
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.
OFlorida Documentary Stamp Tax is not required.
7. OPTIONAL FILER REFERENCE DATA
File with FSTR Investor Equity Assiommnel - Vista Breeze HKR: 585101.07272
STANDARD FORM - FORM UCC-1(REV.05/2013) Filing Omce Copy Approved by the Secretary of State, State of Florida
(/3
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
1.1 All of the Debtor's right, title and interest in any monies or payments now due or which may
become due from the Investor Limited Partner (as hereafter defined) pursuant to the terms
and conditions of the Amended and Restated Agreement of Limited Partnership of the
Borrower among APC Vista Breeze, LLC, a Florida limited liability company (the
"Managing General Partner"), Vista Breeze HACMB, Inc., a Florida not for profit
corporation, the Secured Party, in its capacity as the investor limited partner (the "Investor
Limited Partner'), Banc of America CDC Special Holding Company, Inc., a North Carolina
corporation, or its designee or successor (the "Special Limited Partner"), and Howard D.
Cohen Revocable Trust U/A/D 4/6/1993, as withdrawing limited partner, dated as of
December 15, 2023 (which agreement shall hereinafter be referred to as the "Partnership
Agreement", and which payments shall hereinafter be referred to as the "Equity
Payments').
1.2 All of the Debtor's right, title and interest in any obligations of Investor Limited Partner under
notes, subscriptions, receivables, contribution agreements and other agreement pursuant to
which an amount is due or hereafter becomes due from the Investor Limited Partner its
successors and assigns, and/or any other person who becomes an investment limited partner
of the Debtor or payments now due or.which may become due pursuant to the terms and
conditions of the Partnership Agreement (collectively, the "Investor Obligations'l.
1.3 So long as the Construction Phase Project Loan Documents are in effect or any Construction
Phase Project Loan Obligations remain outstanding, all Equity Payments, Investor
Obligations and other amounts and credits from time to time to be paid to or invested in
Debtor shall be deposited in an account with the Bank, which account shall bear interest and
which will stand in the name of the Debtor but withdrawal shall only be permitted with the
signature of a Bank officer (which, together with any replacement account, are referred to in
this Security Instrument as the "Investor Equity Account"). The funds in the Investor Equity
Account will be released by the Bank as indicated in the Development Budget (as amended
from time to time) and Section 3.2(b) of the Security Instrument (as defined below) and
pursuant to the Partnership Agreement and for any other purpose agreed to in writing by the
Bank, Investor Limited Partner and the Debtor. The Investor Equity Account and amounts on
deposit therein from time -to -time are included in the Collateral granted pursuant to the
Security Instrument. Debtor shall recognize as income in the tax year earned all interest
earned on amounts set forth in the Investor Equity Account and shall indemnify and hold
harmless Bank for failure to do so. Interest shall accrue in the Investor Equity Account and
be additional Collateral, but otherwise owned by Debtor.
sch I - I
UCC• I Financing statement
(Investor Equity Assignment)
Vista Me=
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1.4 All of the Debtor's right, title and interest to enforce provisions of the Partnership Agreement
or other document creating Investor Obligations obligating the Investor Limited Partner to
fund the Equity Payments and Investor Obligations to Debtor.
1.5 All proceeds of the conversion, voluntary or involuntary, of any of the foregoing Collateral,
including, without limitation, insurance proceeds, judgments or liquidation claims.
Capitalized terms used above without definition have the meanings give them in the Investor
Equity Assignment and Security Agreement (the "Security Instrument') dated on or about
December 15, 2023, given by Debtor, as Borrower, in favor of Secured Party, as Bank. 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 tern has the meaning specified in Division
9.
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 Parry as determined by the Security Instrument or the priority of Secured Parry'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 Pary'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 I -2
UCC-I Financing Statement
(Investor Equity Assignment)
vista Breeze