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11. Guaranty Agreement - Vista Breeze #231156613_v4 GUARANTY AGREEMENT This GUARANTY AGREEMENT (this “Guaranty”) is made as of December 15, 2023, by HOWARD D. COHEN, an individual resident of the State of Florida (the “Individual Guarantor”) and HOWARD D. COHEN REVOCABLE TRUST U/A/D 4/6/1993 (the “Trust Guarantor”, and together with the Individual Guarantor, jointly and severally, collectively, the “Guarantor”) in favor of BANK OF AMERICA, N.A., a national banking association (together with its successors, participants, and assigns, the “Initial Funding Lender”). RECITALS A. VISTA BREEZE, LTD., a Florida limited partnership (the “Borrower”) is the owner of a leasehold interest in certain real property located at 175 S. Shore Drive and 280 S. Shore Drive, Miami, Florida 33141 (the “Land”). Pursuant to Chapter 159, Part IV, Florida Statutes, as amended, Resolution R-1194-78 adopted by the Board of County Commissioners of Miami-Dade County on October 17, 1978, Ordinance No. 78-89 enacted by the Board on December 12, 1978 and Ordinance No. 11-99 enacted by the Board on December 6, 2011, the Housing Finance Authority of Miami-Dade County, Florida, a public body corporate and politic organized and existing under the laws of the state of Florida (the “Governmental Lender”) has determined to make a mortgage loan to Borrower in a principal amount up to Thirty-Two Million Five Hundred Thousand and No/100 Dollars ($32,500,000.00) (the “Construction Phase Project Loan”) to finance the construction of a 119-unit low-income housing development project on the Land known or to be known as “Vista Breeze” (the “Project”). Governmental Lender has agreed to make the Construction Phase Project Loan to Borrower pursuant to the terms and conditions of that certain Construction Phase Borrower Loan Agreement dated December 1, 2023, by and among The Bank of New York Mellon Trust Company, N.A., a national banking association, as fiscal agent (in such capacity, “Fiscal Agent”), Borrower and Governmental Lender (as amended, restated, supplemented or otherwise modified, the “Construction Phase Project Loan Agreement”). The Construction Phase Project Loan is evidenced by that certain Construction Phase Project Loan Note from Borrower, as maker, payable to order of Governmental Lender, dated as of December 15, 2023 (as amended, restated, supplemented or otherwise modified, the “Construction Phase Project Loan Note”). Borrower’s obligations, liabilities and indebtedness to Governmental Lender under and in connection with the Construction Phase Project Loan (collectively, the “Construction Phase Project Loan Obligations”) are secured by, among other things, that certain Leasehold Mortgage, Assignment of Rents, Security Agreement and Fixture Filing for the benefit of Governmental Lender (as amended from time to time, the “Security Instrument”) dated as of the date hereof, encumbering all of Borrower’s rights, title and interest in and to the Land, the Project and certain other property as more particularly described in the Security Instrument (the “Property”). All agreements, instruments and documents which evidence, secure, guaranty or otherwise govern the Construction Phase Project Loan, including, without limitation, the Construction Phase Project Loan Agreement, the Construction Phase Project Loan Note and the Security Instrument, as amended, restated, supplemented or otherwise modified, are herein collectively referred to as the “Construction Phase Project Loan Documents”. In addition, pursuant to the terms and conditions of the Construction Phase Project Loan Agreement, Governmental Lender has appointed Bank of America, N.A., a national banking association, in its capacity as “Servicer” under the Construction Phase Project Loan Documents. Vista Breeze Guaranty Agreement 2 B. In order to obtain the funds necessary to enable Governmental Lender to make the Construction Phase Project Loan to Borrower, Governmental Lender has determined to obtain a loan (the “Funding Loan”) from Initial Funding Lender in a principal amount up to Thirty-Two Million Five Hundred Thousand and No/100 Dollars ($32,500,000.00). Initial Funding Lender has agreed to make the Funding Loan to Governmental Lender in accordance with the terms and conditions of that certain Funding Loan Agreement by and among Initial Funding Lender, Governmental Lender and Fiscal Agent (as amended, restated, supplemented or otherwise modified, the “Funding Loan Agreement”). The Funding Loan is evidenced by that certain Multifamily Housing Revenue Note, Series 2023 (Vista Breeze) dated as of December 1, 2023 from Governmental Lender, as maker, payable to the order of Initial Funding Lender. The Funding Loan is and will be funded on a draw-down basis. The Funding Loan proceeds have been or will be used to make advances under the Construction Phase Project Loan in accordance with the terms and conditions of the Construction Phase Project Loan Documents. Governmental Lender’s obligations, liabilities and indebtedness under and in connection with the Funding Loan are secured by a first priority pledge of, lien on, and security interest in, all of Governmental Lender’s rights, title and interest in, to and under the Construction Phase Project Loan and the Construction Phase Project Loan Documents, pursuant to the terms and conditions of the Funding Loan Agreement. To further evidence and perfect such pledge, Governmental Lender has duly endorsed the Construction Phase Project Loan Note to the order of Fiscal Agent, in trust for the benefit of Initial Funding Lender, and has executed and delivered to Fiscal Agent that certain Assignment of Mortgage and Collateral Loan Documents (“Project Loan Assignment”) dated as of the date hereof, assigning to Fiscal Agent, in trust for the benefit of Initial Funding Lender, among other things, all of Governmental Lender’s right, title and interest under the Security Instrument. The Project Loan Assignment has been or will be recorded among the Public Records of Miami-Dade County, Florida. C. As a condition precedent to its executing the Funding Loan Agreement and the Construction Disbursement Agreement, dated as of the date hereof by and between Borrower and Initial Funding Lender (the “Construction Disbursement Agreement”), Initial Funding Lender has required that Guarantor execute and deliver this Guaranty to Initial Funding Lender. D. Any capitalized term used and not defined in this Guaranty shall have the meaning given to such term in the Construction Disbursement Agreement. As used herein, the term “Indebtedness” is broadly defined to mean and include all principal, interest (including interest accruing after maturity and after the commencement of any bankruptcy or insolvency proceeding by or against Borrower, whether or not allowed in such proceeding), prepayment premiums, fees, late charges, costs, expenses, indemnification indebtedness, and other sums of money now or hereafter due and owing, or which Borrower is obligated to pay, pursuant to the terms of the Construction Phase Project Loan Note, the Construction Disbursement Agreement, the Security Instrument, the Environmental Indemnity, any application, agreement, note or other document executed and delivered in connection with any letter of credit, any of the other Construction Phase Project Loan Documents, or any Swap Contract, as the same may from time to time be amended, supplemented, restated or otherwise modified. The Indebtedness includes all costs and expenses incurred by Initial Funding Lender in seeking to enforce Initial Funding Lender’s rights and remedies with respect to the Indebtedness, including court costs, costs of alternative dispute resolution and reasonable attorneys’ fees, whether or not suit is filed or other proceedings are initiated thereon. Vista Breeze Guaranty Agreement 3 AGREEMENTS For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and in order to induce Initial Funding Lender to execute the Funding Loan Agreement and the Construction Disbursing Agreement, pursuant to the terms and conditions herein set forth Guarantor hereby guarantees to Initial Funding Lender the prompt and full payment and performance of the indebtedness and obligations described below in this Guaranty (collectively called the “Guaranteed Obligations”). Section 1. Guaranty of Payment. Guarantor hereby unconditionally and irrevocably guarantees to Initial Funding Lender the following: (a) The punctual payment when due, whether by lapse of time, by acceleration of maturity, or otherwise, of all Indebtedness. This Guaranty covers the Indebtedness presently outstanding and the Indebtedness arising subsequent to the date hereof, including all amounts advanced by Initial Funding Lender in stages or installments. The guaranty of Guarantor as set forth in this Section is a continuing guaranty of payment and not a guaranty of collection. (b) The payment of any and all amounts due under the Construction Contract that are not covered by the proceeds of the Construction Phase Project Loan, the Subordinate Loans, the Capital Contributions and deferral of developer fees necessary to complete the Improvements, taking into consideration available contingencies and reallocation of Development Budget line items, which Guarantors acknowledge is a requirement of Borrower under Section 1.2 of the Construction Disbursement Agreement, and Guarantor shall make such deposit(s) required under Section 1.2 of the Construction Disbursement Agreement if Borrower is unable to make such required deposit(s). (c) If for any reason any amount of the HOME Loan proceeds from the City are unavailable for any reason and Borrower does not find substitute funds in the same amount to be available during the term of the Construction Phase Project Loan, then Guarantor agrees that it will fund the amount of the HOME Loan proceeds that are not disbursed by the City. Section 2. Guaranty of Performance and Cost of Completion. (a) Guarantor hereby unconditionally and irrevocably guarantees to Initial Funding Lender the complete performance when due of all other Obligations (as defined in the Security Instrument) of Borrower under all of the Construction Phase Project Loan Documents, including, without limiting the generality of the foregoing, all such Obligations of Borrower to: (i) Complete, and pay the cost of completing, Construction of the Improvements (exclusive of tenant improvement work) in accordance with the Construction Phase Project Loan Documents and the Project Schedule, and substantially in accordance with the Plans and Specifications, as the same may be modified from time to time, free and clear of all liens and Vista Breeze Guaranty Agreement 4 encumbrances (other than Permitted Encumbrances, as defined in the Security Instrument) and in compliance with all applicable Laws; (ii) Complete, and pay the cost of completing, all tenant improvement work required under any Lease and cause the proper disbursement of tenant improvement allowances, all in accordance with the respective Lease and the Construction Phase Project Loan Documents, and substantially in accordance with the applicable tenant improvement plans and specifications; (iii) Pay all other expenses, charges, costs and fees of or relating to the Construction of the Improvements in accordance with the Construction Disbursement Agreement, including hard costs, soft costs (excluding interest on the Construction Phase Project Loan except to the extent guaranteed in Section 1), all Developer Fees, all permitting fees, licensing fees, amounts payable under the Development Agreement, the Construction Contracts, the Architect’s Contract, all other construction contracts and all subcontracts, and amounts payable to the General Contractor and all architects, engineers and other consultants (including the Construction Inspector) engaged in the Construction of the Improvements; (iv) Within the period and to the extent required by the Construction Phase Project Loan Documents, cause the removal of any mechanic’s lien or other lien or encumbrance (other than Permitted Encumbrances, as defined in the Security Instrument) filed against the Property in connection with the Construction of the Improvements by payment, bonding or other security satisfactory to Initial Funding Lender in its sole and absolute discretion; (v) Make all deposits required under the terms of the Construction Disbursement Agreement and the other Construction Phase Project Loan Documents, as and when required; (vi) Promptly pay in full and discharge all Property Assessments (as that term is defined in the Security Instrument) prior to the day upon which the same shall become delinquent (subject to the terms of the Security Instrument regarding permitted contests of such Property Assessments); (vii) Pay, at or before the times required by the Construction Phase Project Loan Documents, the premiums on all policies of insurance required to be maintained under the terms of the Construction Phase Project Loan Documents; and (viii) Duly and punctually perform and observe all other terms, covenants and conditions of the Construction Phase Project Loan Note, the Construction Disbursement Agreement, the Security Instrument, the Environmental Indemnity, all other Construction Phase Project Loan Documents, and any Swap Contract. For purposes of this Guaranty, completion of Construction of the Improvements shall be deemed to occur only at such time as all of the conditions of the Construction Disbursement Agreement shall have been completely satisfied with respect to the final advance of Construction Phase Project Loan proceeds for the hard costs for the Construction of the Improvements and all tenant improvements, including the issuance of such final certificates of occupancy or their equivalent as the Construction Disbursement Agreement may require including the issuance of such temporary certificates of occupancy or their equivalent together with such architect and other Vista Breeze Guaranty Agreement 5 certifications as the Construction Disbursement Agreement may require. The foregoing obligations guaranteed under this Subsection are defined as the “Guaranteed Performance Obligations”. The Guaranteed Performance Obligations are included as part of the Guaranteed Obligations for all purposes of this Guaranty. (b) If the Guaranteed Performance Obligations are not timely performed in accordance with the Construction Phase Project Loan Documents and the Project Schedule, and substantially in accordance with the Plans and Specifications and any tenant improvement plans and specifications, as stated above, or are not free of liens, encumbrances, claims and demands upon the completion thereof of any Persons furnishing materials, labor or services for or in connection with the Construction of the Improvements or the equipping or completion thereof, in addition to Initial Funding Lender’s other rights and remedies under the Construction Phase Project Loan Documents, Initial Funding Lender may elect, in its sole and absolute discretion, to: (i) Require Guarantor to complete the Construction of the Improvements in accordance with the Construction Phase Project Loan Documents and the Project Schedule, and substantially in accordance with the Plans and Specifications and the tenant improvement plans and specifications; or (ii) Cause the completion of the Construction of the Improvements in accordance with the Construction Phase Project Loan Documents and the Project Schedule, and substantially in accordance with the Plans and Specifications and the tenant improvement plans and specifications, to be accomplished by or through any agent, contractor, subcontractor or third party of Initial Funding Lender’s selection. In either case as described above, Guarantor will fully indemnify and hold harmless Initial Funding Lender for, from and against all loss, cost, damage, expense or liability that Initial Funding Lender may suffer in respect of Initial Funding Lender’s exercise of its rights under this Guaranty, the performance of the Guaranteed Performance Obligations and the completion of the Construction of the Improvements as required pursuant to the Construction Disbursement Agreement except to the extent that the same may result from the misconduct or gross negligence of Initial Funding Lender or any of its employees or agents. Also in either case, if Initial Funding Lender in accordance with the applicable provisions of the Construction Disbursement Agreement shall (A) cause any construction, renovation or equipping of the Improvements to be done, (B) pay any costs in connection with the construction, renovation or equipping of the Improvements during the course of such construction, or (C) cause any such lien, claim or demand to be released or paid, then Guarantor shall pay to Initial Funding Lender on demand, from time to time, all sums paid and all costs and expenses incurred by Initial Funding Lender in connection therewith. (c) If Initial Funding Lender shall have requested Guarantor to complete or cause the completion of Construction of the Improvements or the renovation or equipping thereof, Guarantor shall be entitled to requisition and draw all of the undisbursed Construction Phase Project Loan proceeds intended to be used for the Construction of the Improvements pursuant to the Development Budget (but not in excess of the committed amount of the Construction Phase Project Loan), together with any deposits in the Borrower’s Deposit Account made with respect to the Construction of the Improvements. Initial Funding Lender shall disburse such funds for the Vista Breeze Guaranty Agreement 6 purpose of, and to the extent necessary for, completing the Construction of the Improvements in accordance with the Development Budget, provided that: (i) Guarantor shall be performing the Guaranteed Performance Obligations or causing the performance of the same with due diligence; (ii) Guarantor shall have made all required deposits into the Borrower’s Equity Account and all other deposits required under the Construction Phase Project Loan Documents; (iii) All such disbursements of Construction Phase Project Loan proceeds to Guarantor shall be secured by the Security Instrument and any other collateral or security for the Construction Phase Project Loan with the same priority as all previous advances of Construction Phase Project Loan proceeds to Borrower; (iv) Guarantor shall have cured all monetary and non-monetary Defaults and Events of Default under the Construction Phase Project Loan Documents, provided that Guarantor shall not be required to cure any non-monetary Default or Event of Default which is personal to Borrower and therefore not susceptible to cure by Guarantor; (v) Guarantor shall otherwise comply with the provisions of the Construction Disbursement Agreement governing draw requests and disbursement of the Construction Phase Project Loan; and (vi) Borrower is not the subject of a then current petition for relief under any Debtor Relief Law, unless the applicable court having jurisdiction over such matter has approved the disbursement of Construction Phase Project Loan proceeds for such purpose. (d) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN ADDITION TO ALL OF INITIAL FUNDING LENDER’S OTHER RIGHTS HEREUNDER AND UNDER THE OTHER CONSTRUCTION PHASE PROJECT LOAN DOCUMENTS, WHETHER OR NOT INITIAL FUNDING LENDER SHALL ELECT TO COMPLETE THE IMPROVEMENTS IN ACCORDANCE WITH SUBSECTION (b)(ii) ABOVE, INITIAL FUNDING LENDER SHALL HAVE THE OPTION, IN ITS SOLE AND ABSOLUTE DISCRETION, TO REQUIRE GUARANTOR TO PAY TO INITIAL FUNDING LENDER, AS GUARANTOR’S SOLE LIABILITY FOR THE GUARANTEED PERFORMANCE OBLIGATIONS, AS LIQUIDATED DAMAGES AN AMOUNT EQUAL TO THE EXCESS, IF ANY, OF: (i) ALL HARD COSTS AND SOFT COSTS (EXCLUDING INTEREST EXCEPT TO THE EXTENT GUARANTEED IN SECTION 1) WHICH WOULD OTHERWISE HAVE BEEN INCURRED IN CONNECTION WITH THE COMPLETION OF CONSTRUCTION OF THE IMPROVEMENTS, (EVEN IF INITIAL FUNDING LENDER DOES NOT INTEND TO COMPLETE THE CONSTRUCTION OF THE IMPROVEMENTS), FREE OF LIENS IN ACCORDANCE WITH THE PROJECT SCHEDULE AND SUBSTANTIALLY IN ACCORDANCE WITH THE PLANS AND SPECIFICATIONS AND ANY APPLICABLE TENANT IMPROVEMENT PLANS AND SPECIFICATIONS, INCLUDING THOSE HARD COSTS AND SOFT COSTS (EXCLUDING INTEREST EXCEPT TO THE EXTENT GUARANTEED IN SECTION 1) Vista Breeze Guaranty Agreement 7 OCCASIONED BY, OR ARISING AS A RESULT OF, ANY EVENT OF DEFAULT (EVEN IF SUCH ITEM OF HARD COST OR SOFT COST IS NOT INCLUDED IN THE DEVELOPMENT BUDGET); MINUS (ii) AN AMOUNT EQUAL TO THE UNDISBURSED CONSTRUCTION PHASE PROJECT LOAN PROCEEDS AS OF THE EARLIER OF THE MATURITY DATE OR THE ACCELERATION OF THE CONSTRUCTION PHASE PROJECT LOAN FOLLOWING AN EVENT OF DEFAULT, EXCLUDING UNDISBURSED CONSTRUCTION PHASE PROJECT LOAN PROCEEDS ALLOCATED TO INTEREST RESERVE; MINUS (iii) AN AMOUNT EQUAL TO ALL SUMS ON DEPOSIT IN THE BORROWER’S DEPOSIT ACCOUNT. FOR PURPOSES OF THIS SUBSECTION, THE FOREGOING HARD COSTS AND SOFT COSTS SHALL BE EQUAL TO THE AMOUNT OF SUCH HARD COSTS AND SOFT COSTS AS ESTIMATED BY THE CONSTRUCTION INSPECTOR AT ANY TIME AFTER THE MATURITY DATE OR SUCH ACCELERATION OF THE CONSTRUCTION PHASE PROJECT LOAN, AS THE CASE MAY BE. ANY SUCH AMOUNT ESTIMATED BY THE CONSTRUCTION INSPECTOR SHALL BE CONCLUSIVE AND BINDING IN THE ABSENCE OF MANIFEST ERROR FOR PURPOSES OF DETERMINING GUARANTOR’S LIABILITY UNDER THIS SUBSECTION, PROVIDED THAT THE CONSTRUCTION INSPECTOR HAS MADE SUCH ESTIMATE OR DETERMINATION IN GOOD FAITH. SUCH PAYMENT SHALL BE DUE NO LATER THAN FIFTEEN (15) DAYS FOLLOWING INITIAL FUNDING LENDER’S WRITTEN DEMAND THEREFOR. IF INITIAL FUNDING LENDER ELECTS TO RECEIVE SUCH PAYMENT, ANY SUCH PAYMENT SHALL BE RETAINED BY INITIAL FUNDING LENDER AS LIQUIDATED DAMAGES, AND NOT AS A PENALTY, THE PARTIES AGREEING THE ESTIMATION OF SUCH COST OF COMPLETION WOULD BE DIFFICULT TO COMPUTE. (e) The liability and obligations under this Section shall not be limited or restricted by the existence of, or any terms of, the guaranty of payment under Section 1 or the guaranty of specific obligations under Section 3. Guarantor represents warrants and covenants that the Construction Disbursement Agreement and all Construction Phase Project Loan Documents have been duly authorized and executed by the signatories thereto (other than Initial Funding Lender) and are legal, valid and binding instruments, enforceable against such parties in accordance with their respective terms. Section 3. Guaranty and Indemnification of Specific Obligations. (a) Guarantor also hereby unconditionally and irrevocably guarantees payment of, and agrees to protect, defend, indemnify and hold harmless Initial Funding Lender for, from and against, any and all losses, damages or liability which may be suffered or incurred by, imposed on or awarded against Initial Funding Lender as a result of: Vista Breeze Guaranty Agreement 8 (i) Fraud by Borrower or Guarantor in connection with the construction, leasing or operation of the Property, the making or disbursement of the Construction Phase Project Loan, or any certificates or documents provided in connection therewith; (ii) Material misrepresentation or breach of warranty by Guarantor in connection with the construction, leasing or operation of the Property, the making or disbursement of the Construction Phase Project Loan, or any certificates or documents provided in connection therewith; (iii) Material misrepresentation or breach of warranty by Borrower, which was known by Guarantor to be false when made, in connection with the construction, leasing or operation of the Property, the making or disbursement of the Construction Phase Project Loan, or any certificates or documents provided in connection therewith; (iv) After the occurrence and during the continuance of an Event of Default, distributions to the members, partners or shareholders of Borrower or Guarantor (or to any beneficiary or trustee if Borrower or Guarantor is a trust) of any Rents (as defined in the Security Instrument), security deposits, or other income arising with respect to any property covered by the Security Instrument or other Construction Phase Project Loan Documents which should have been applied against costs and expenses associated with the Property or paid to Initial Funding Lender pursuant to the Construction Phase Project Loan Documents; (v) The misapplication by Borrower or Guarantor of any Insurance Proceeds or Condemnation Awards attributable to any property covered by the Security Instrument or the other Construction Phase Project Loan Documents which, under the terms thereof, should have been applied otherwise or paid to Initial Funding Lender; (vi) Failure by Borrower or Guarantor to pay any Taxes, PACE Financing, charges for labor, materials or services furnished in connection with any construction at the Property, including any construction of tenant improvements, or any other charges, that may give rise to a lien on the Property; (vii) Physical waste with respect to the Property by Borrower or Guarantor; (viii) Breach by Borrower of any covenant in the Construction Phase Project Loan Documents relating to Borrower’s status as a single-purpose entity that results in substantive consolidation of Borrower’s assets with those of another Person in a bankruptcy or insolvency proceeding; (ix) Commencement of a judicial or nonjudicial forfeiture or seizure proceeding by a Governmental Authority which remains pending with respect to the Property or any part thereof, on the grounds that the Property or any part thereof had been used to commit or facilitate the commission of a criminal offense by any Person, including any tenant, pursuant to any Law, regardless of whether or not the Security Instrument shall become subject to forfeiture or seizure in connection therewith; or (x) Any creation of a lien on all or any part of the Property or other collateral for the Construction Phase Project Loan or the transfer of any direct or indirect ownership interest Vista Breeze Guaranty Agreement 9 in Borrower, in any case in violation of the terms of the Construction Phase Project Loan Documents. (xi) Any filing by Borrower or any general partner of Borrower of a bankruptcy petition, or the making by Borrower or any general partner of Borrower of an assignment for the benefit of creditors, or the appointment of a receiver of any property of Borrower or any general partner of Borrower in any action initiated by, or consented to, by Borrower or such general partner; (xii) Any acts of Borrower or Guarantor taken in bad faith with the intent to hinder, delay or interfere with the exercise by Initial Funding Lender of any rights and remedies under the Construction Phase Project Loan Documents after the occurrence of and during the continuance of an Event of Default; or (xiii) All or any part of the Property is voluntarily or involuntarily transferred (except for transfers of the Accessories (as defined in the Security Instrument) expressly permitted under the Security Instrument) without the prior written consent of Initial Funding Lender. Section 4. Intentionally Omitted. Section 5. Primary Liability of Guarantor; Environmental Obligations. (a) This Guaranty is an absolute, irrevocable and unconditional guaranty of payment and performance, and Guarantor shall be liable for the payment and performance of the Guaranteed Obligations as a primary obligor. This Guaranty shall be effective as a waiver of, and Guarantor hereby expressly waives, any right to which Guarantor may otherwise have been entitled, whether existing under statute, at Law or in equity, to require Initial Funding Lender to take prior recourse or proceedings against any collateral, security or Person. It shall not be necessary for Initial Funding Lender, in order to enforce such payment or performance by Guarantor, first to institute suit or pursue or exhaust any rights or remedies against Borrower or other Person liable on such indebtedness or for such performance, or to enforce any rights against any security given to secure such indebtedness or performance, or to join Borrower or any other Person liable for the payment or performance of the Guaranteed Obligations or any part thereof in any action to enforce this Guaranty, or to resort to any other means of obtaining payment or performance of the Guaranteed Obligations; provided, however, that nothing herein contained shall prevent Initial Funding Lender from suing on the Construction Phase Project Loan Note or foreclosing the Security Instrument or exercising any other right under the Construction Phase Project Loan Documents. (b) Suit may be brought or demand may be made against Borrower or against any or all parties who have signed this Guaranty or any other guaranty covering all or any part of the Guaranteed Obligations, or against any one or more of them, separately or together, without impairing the rights of Initial Funding Lender against any party hereto. Any time that Initial Funding Lender is entitled to exercise its rights or remedies hereunder, it may in its discretion elect to demand payment and/or performance. If Initial Funding Lender elects to demand performance, it shall at all times thereafter have the right to demand payment until all of the Guaranteed Obligations have been paid and performed in full. If Initial Funding Lender elects to demand Vista Breeze Guaranty Agreement 10 payment, it shall at all times thereafter have the right to demand performance until all of the Guaranteed Obligations have been paid and performed in full. (c) The liability of Guarantor or any other Person hereunder for Guaranteed Obligations arising out of or related to the Environmental Indemnity shall not be limited or affected in any way by any provision in this Guaranty, the other Construction Phase Project Loan Documents or applicable Law limiting the liability of Borrower, Guarantor or such other Person, or Initial Funding Lender’s recourse or rights to a deficiency judgment. Section 6. Certain Agreements and Waivers by Guarantor. (a) Guarantor agrees that neither Initial Funding Lender’s rights or remedies nor Guaranteed Obligations under the terms of this Guaranty shall be released, diminished, impaired, reduced or affected by any one or more of the following events, actions, facts, or circumstances, Guarantor waives any rights, claims or defenses arising from any such events, actions, facts, or circumstances, and the liability of Guarantor under this Guaranty shall be absolute, unconditional and irrevocable irrespective of: (i) any limitation on the liability of, or recourse against, any other Person in any Construction Phase Project Loan Document or arising under any Law; (ii) any claim or defense that this Guaranty was made without consideration or is not supported by adequate consideration or that the Guaranteed Obligations hereunder exceed or are more burdensome than those of Borrower under the other Construction Phase Project Loan Documents; (iii) the release or taking or accepting of any other security or guaranty for, or right of recourse with respect to, any or all of the Guaranteed Obligations; (iv) the operation of any statutes of limitations or other Laws regarding the limitation of actions, all of which are hereby waived as a defense to any action or proceeding brought by Initial Funding Lender against Guarantor, to the fullest extent permitted by Law; (v) any homestead exemption or any other exemption under applicable Law, all of which are waived by Guarantor to the fullest extent permitted by Law; (vi) any release, surrender, abandonment, exchange, alteration, sale or other disposition, subordination, deterioration, waste, failure to protect or preserve, impairment, or loss of, or any failure to create or perfect any lien or security interest with respect to, or any other dealings with, any collateral or security at any time existing or purported, believed or expected to exist in connection with any or all of the Guaranteed Obligations, or any impairment of Guarantor’s recourse against any Person or collateral; (vii) whether express or by operation of Law, any partial release of the liability of Guarantor hereunder, or if one or more other guaranties are now or hereafter obtained by Initial Funding Lender covering all or any part of the Guaranteed Obligations, any complete or partial release of any one or more of such guarantors under any such other guaranty, or any complete or Vista Breeze Guaranty Agreement 11 partial release of Borrower or any other Person liable, directly or indirectly, for the payment or performance of any or all of the Guaranteed Obligations; (viii) the death, insolvency, bankruptcy, disability, incapacity, dissolution, liquidation, termination, receivership, reorganization, merger, consolidation, change of form, structure or ownership, sale of all assets, or lack of corporate, partnership or other power of Borrower or any other Person at any time liable for the payment or performance of any or all of the Guaranteed Obligations; (ix) either with or without notice to or consent of Guarantor, any renewal, extension, modification, supplement, subordination or rearrangement of the terms of any or all of the Guaranteed Obligations and/or any of the Construction Phase Project Loan Documents, including material alterations of the terms of payment (including changes in maturity date(s) and interest rate(s)) or performance (including changes with respect to the Construction of the Improvements) or any other terms thereof, or any waiver, termination, or release of, or consent to departure from, any of the Construction Phase Project Loan Documents or any other guaranty of any or all of the Guaranteed Obligations, or any adjustment, indulgence, forbearance, or compromise that may be granted from time to time by Initial Funding Lender to Borrower or any other Person at any time liable for the payment or performance of any or all of the Guaranteed Obligations; (x) any neglect, lack of diligence, delay, omission, failure, or refusal of Initial Funding Lender to take or prosecute (or in taking or prosecuting) any action for the collection or enforcement of any of the Guaranteed Obligations, or to foreclose or take or prosecute any action to foreclose (or in foreclosing or taking or prosecuting any action to foreclose) upon any security therefor, or to exercise (or in exercising) any other right or power with respect to any security therefor, or to take or prosecute (or in taking or prosecuting) any action in connection with any Construction Phase Project Loan Document, or any failure to sell or otherwise dispose of in a commercially reasonable manner any collateral securing any or all of the Guaranteed Obligations; (xi) any failure of Initial Funding Lender to notify Guarantor of any creation, renewal, extension, rearrangement, modification, supplement, subordination, or assignment of the Guaranteed Obligations or any part thereof, or of any Construction Phase Project Loan Document, or of any release of or change in any security, or of the occurrence or existence of any Default or Event of Default, or of any other action taken or refrained from being taken by Initial Funding Lender against Borrower or any security or other recourse, or of any new agreement between Initial Funding Lender and Borrower, it being understood that Initial Funding Lender shall not be required to give Guarantor any notice of any kind under any circumstances with respect to or in connection with the Guaranteed Obligations, any and all rights to notice Guarantor may have otherwise had being hereby waived by Guarantor, and Guarantor shall be responsible for obtaining for itself information regarding Borrower and any collateral, including any changes in the business or financial condition of Borrower or any collateral, and Guarantor acknowledges and agrees that Initial Funding Lender shall have no duty to notify Guarantor of any information which Initial Funding Lender may have concerning Borrower or any collateral; Vista Breeze Guaranty Agreement 12 (xii) whether for any reason Initial Funding Lender is required to refund any payment by Borrower to any other party liable for the payment or performance of any or all of the Guaranteed Obligations, or to pay the amount thereof to someone else; (xiii) the making of advances by Initial Funding Lender to protect their interest in the Property, to preserve the value of the Property or to facilitate performance of any term or covenant contained in any of the Construction Phase Project Loan Documents; (xiv) the existence of any claim, counterclaim, set-off or other right that Guarantor may at any time have against Borrower, Initial Funding Lender, or any other Person, whether or not arising in connection with this Guaranty, the Construction Phase Project Loan Note, the Construction Disbursement Agreement, the Environmental Indemnity or any other Construction Phase Project Loan Document; (xv) the unenforceability of all or any part of the Guaranteed Obligations against Borrower, whether because the Guaranteed Obligations exceed the amount permitted by Law or violate any usury law, or because the Persons creating the Guaranteed Obligations acted in excess of their authority, or because of a lack of validity or enforceability of or defect or deficiency in any of the Construction Phase Project Loan Documents, or because Borrower has any valid defense, claim or offset with respect thereto, or because Borrower’s obligation ceases to exist by operation of Law, or because of any other reason or circumstance, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person be found not liable on the Guaranteed Obligations, or any part thereof, for any reason (and regardless of any joinder of Borrower or any other Person in any action to obtain payment or performance of any or all of the Guaranteed Obligations); (xvi) any order, ruling or plan of reorganization emanating from proceedings under Title 11 of the United States Code with respect to Borrower or any other Person, including any extension, reduction, composition, or other alteration of the Guaranteed Obligations, whether or not consented to by Initial Funding Lender, or any action taken or omitted by Initial Funding Lender in any such proceedings, including any election to have Initial Funding Lender’s claim allowed as being secured, partially secured or unsecured, any extension of credit by Initial Funding Lender in any such proceedings or the taking and holding by Initial Funding Lender of any security for any such extension of credit; (xvii) any other condition, event, omission, action or inaction that would in the absence of this Subsection result in the release or discharge of Guarantor from the performance or observance of any obligation, covenant or agreement contained in this Guaranty or any other agreement; (xviii) any early termination of any of the Guaranteed Obligations, except an early termination due to the repayment in full of the Construction Phase Project Loan; (xix) Initial Funding Lender’s enforcement or forbearance from enforcement of the Guaranteed Obligations on a net or gross basis; or (xx) any liability, irregularity or unenforceability in whole or in part (including with respect to any netting provision) of any Swap Contract or any confirmation, instrument or Vista Breeze Guaranty Agreement 13 agreement required thereunder or related thereto, or any transaction entered into thereunder, or any limitation on the liability of Borrower thereunder or any limitation on the method or terms of payment thereunder which may now or hereafter be caused or imposed in any manner whatsoever. (b) Guarantor waives notice of receipt and acceptance of this Guaranty by Initial Funding Lender. (c) In the event any payment by Borrower or any other Person to Initial Funding Lender is held to constitute a preference, fraudulent transfer or other voidable payment under any bankruptcy, insolvency or similar Law, or if for any other reason Initial Funding Lender is required to refund such payment or pay the amount thereof to any other Person, such payment by Borrower or any other Person to Initial Funding Lender shall not constitute a release of Guarantor from any liability hereunder, and this Guaranty shall continue to be effective or shall be reinstated (notwithstanding any prior release, surrender or discharge by Initial Funding Lender of this Guaranty or of Guarantor), as the case may be, with respect to, and this Guaranty shall apply to, any and all amounts so refunded by Initial Funding Lender or paid by Initial Funding Lender to another Person (which amounts shall constitute part of the Guaranteed Obligations), and any interest paid by Initial Funding Lender and any attorneys’ fees, costs and expenses paid or incurred by Initial Funding Lender in connection with any such event. (d) It is the intent of Guarantor and Initial Funding Lender that the obligations and liabilities of Guarantor hereunder are absolute, irrevocable and unconditional under any and all circumstances and that until the Guaranteed Obligations are fully and finally paid and performed, and not subject to refund or disgorgement, the obligations and liabilities of Guarantor hereunder shall not be discharged or released, in whole or in part, by any act or occurrence that might, but for the provisions of this Guaranty, be deemed a legal or equitable discharge or release of a guarantor. (e) Guarantor’s obligations shall not be affected, impaired, lessened or released by loans, credits or other financial accommodations now existing or hereafter advanced by Initial Funding Lender to Borrower in excess of the Guaranteed Obligations. All payments, repayments and prepayments of the Construction Phase Project Loan, whether voluntary or involuntary, received by Initial Funding Lender from Borrower, any other Person or any other source (other than from Guarantor pursuant to a demand by Initial Funding Lender hereunder), and any amounts realized from any collateral for the Construction Phase Project Loan, shall be deemed to be applied first to any portion of the Construction Phase Project Loan which is not covered by this Guaranty, and last to the Guaranteed Obligations, and this Guaranty shall bind Guarantor to the extent of any Guaranteed Obligations that may remain owing to Initial Funding Lender. Initial Funding Lender shall have the right to apply any sums paid by Guarantor to any portion of the Construction Phase Project Loan in Initial Funding Lender’s sole and absolute discretion. (f) If acceleration of the time for payment of any amount payable by Borrower under the Construction Phase Project Loan Note, the Construction Disbursement Agreement, any other Construction Phase Project Loan Document, or any Swap Contract is stayed or delayed by any Law or tribunal, all such amounts shall nonetheless be payable by Guarantor on demand by Initial Funding Lender. Vista Breeze Guaranty Agreement 14 (g) Guarantor hereby waives and agrees not to assert or take advantage of (i) any right or claim of right to cause a marshalling of any of Borrower’s assets or the assets of any other party now or hereafter held as security for the Indebtedness; (ii) the defense of the statute of limitations in any action hereunder or for the payment of the Indebtedness and performance of any obligation hereby guaranteed; (iii) any defense that may arise by reason of the incapacity, lack of authority, death or disability of Guarantor, any other guarantor of the Construction Phase Project Loan, or Borrower or any other Person, or the voluntary or involuntary dissolution of Borrower or Guarantor, or the failure of Initial Funding Lender to file or enforce a claim against the estate (either in administration, bankruptcy, or any other proceeding) or Borrower or any other Person; (iv) any defense based on the failure of Initial Funding Lender to give notice of the existence, creation, or incurring of any new or additional indebtedness or obligation, or of any action or nonaction on the part of any other Person whomsoever, or any modification of the terms of the Construction Phase Project Loan Documents, or the Indebtedness, in connection with any obligation hereby guaranteed; (v) any defense based upon an election of remedies by Initial Funding Lender which destroys or otherwise impairs any subrogation rights of Guarantor or any other guarantor of the Construction Phase Project Loan or the right of Guarantor to proceed against Borrower or any other guarantor for reimbursement, or both; (vi) any defense based upon failure of Initial Funding Lender to commence an action against Borrower; (vii) any defense based upon acceptance of this Guaranty by Initial Funding Lender; (viii) any defense based upon the invalidity or unenforceability of any of the Construction Phase Project Loan Documents; (ix) any defense based upon any complete or partial release of liability contained in any of the Construction Phase Project Loan Documents; (x) any defense based upon any transfer by Borrower of all or any part of the collateral for the Construction Phase Project Loan; (xi) any defense based upon the failure of Initial Funding Lender to perfect any security or to extend or renew the perfection of any security; and (xii) any other legal or equitable defenses whatsoever to which Guarantor might otherwise be entitled. (h) Guarantor hereby consents and agrees that Initial Funding Lender may, at any time and from time to time, before or after any Event of Default by Borrower, without affecting the liability of Guarantor hereunder and with or without further notice to or assent from Guarantor, attach or garnish Guarantor’s property in any amounts as required to satisfy Guarantor’s obligations under this Guaranty, and attach or garnish Guarantor’s earnings subject to the exemption for disposable earnings of a head of family of $750.00 per week as set forth in Section 222.11 of the Florida Statutes, if such Section 222.11 is applicable to Guarantor and only for so long as such exemption may be statutorily effective, and further subject to the limitations prescribed under the Consumer Credit Protection Act, 15 U.S.C. 1673. The term earnings as used in this Subsection includes but is not limited to, compensation for personal services for labor whether denominated as wages, salary, commission, or bonus. Section 7. Subordination. If, for any reason whatsoever, Borrower is now or hereafter becomes indebted to Guarantor: (a) such indebtedness and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property of Borrower securing such indebtedness shall, Vista Breeze Guaranty Agreement 15 at all times, be subordinate in all respects to the Guaranteed Obligations and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; (b) Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness of Borrower to Guarantor until the Guaranteed Obligations have been fully and finally paid and performed; provided, however, that so long as no Event of Default shall have occurred and be continuing, Guarantor shall not be prohibited from receiving such (i) reasonable management fees or reasonable salary from Borrower in accordance with the terms of the Construction Phase Project Loan Documents as Initial Funding Lender may find acceptable from time to time in its sole and absolute discretion and (ii) distributions from Borrower in an amount equal to any income taxes imposed on Guarantor which are attributable to Borrower’s income from the Property; (c) Guarantor hereby assigns and grants to Initial Funding Lender a security interest in all such indebtedness and security therefor, if any, of Borrower to Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving Borrower as debtor, Initial Funding Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred or be continuing under any of the Construction Phase Project Loan Documents), dividends and payments that are payable upon any obligation of Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section, Guarantor shall pay the same to Initial Funding Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Initial Funding Lender and shall have absolutely no dominion over the same except to pay it immediately to Initial Funding Lender; and (d) Guarantor shall promptly upon request of Initial Funding Lender from time to time execute such documents and perform such acts as Initial Funding Lender may require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section, including execution and delivery of proofs of claim, further assignments and security agreements, and delivery to Initial Funding Lender of any promissory notes or other instruments evidencing indebtedness of Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of Obligations of Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this Guaranty. Section 8. Other Liability of Guarantor or Borrower. If Guarantor is or becomes liable, by endorsement or otherwise, for any indebtedness owing by Borrower to Initial Funding Lender other than under this Guaranty, such liability shall not be in any manner impaired or affected hereby, and the rights of Initial Funding Lender hereunder shall be cumulative of any and all other rights that Initial Funding Lender may have against Guarantor. If Borrower is or becomes indebted to Initial Funding Lender for any indebtedness Vista Breeze Guaranty Agreement 16 other than or in excess of the Guaranteed Obligations, any payment received or recovery realized upon such other indebtedness of Borrower to Initial Funding Lender may be applied to such other indebtedness. This Guaranty is independent of (and shall not be limited by) any other guaranty now existing or hereafter given. Further, Guarantor’s liability under this Guaranty is in addition to any and all other liability Guarantor may have in any other capacity, including, if applicable, its capacity as a general partner. Section 9. Initial Funding Lender Assigns; Disclosure of Information. This Guaranty is for the benefit of Initial Funding Lender and Initial Funding Lender’s successors, participants and assigns, and in the event of an assignment of the Guaranteed Obligations, or any part thereof, the rights and benefits hereunder, to the extent applicable to the Guaranteed Obligations so assigned, may be transferred with such Guaranteed Obligations. Guarantor waives notice of any transfer or assignment of the Guaranteed Obligations or any part thereof. Initial Funding Lender may sell or offer to sell the Construction Phase Project Loan or interests therein to one or more assignees or participants. Guarantor shall execute, acknowledge and deliver any and all instruments reasonably requested by Initial Funding Lender in connection therewith, and to the extent, if any, specified in any such assignment or participation, such assignee(s) or participant(s) shall have the same rights and benefits with respect to the Construction Phase Project Loan Documents as such Person(s) would have if such Person(s) were Initial Funding Lender hereunder. Initial Funding Lender may disclose to any such assignee or participant or prospective assignee or participant, to Initial Funding Lender’s affiliates, including BofA Securities, Inc., to any regulatory body having jurisdiction over Initial Funding Lender and to any other Persons as necessary or appropriate in Initial Funding Lender’s reasonable judgment, any information Initial Funding Lender now has or hereafter obtains pertaining to the Guaranteed Obligations, this Guaranty, or Guarantor, including information regarding any security for the Guaranteed Obligations or for this Guaranty, and/or credit or other information on Guarantor and/or any other Person liable, directly or indirectly, for any part of the Guaranteed Obligations. Section 10. Binding Effect; Joint and Several Liability. This Guaranty is binding not only on Guarantor, but also on Guarantor’s heirs, personal representatives, successors and assigns. Upon the death of Guarantor, if Guarantor is a natural person, this Guaranty shall continue against Guarantor’s estate as to all of the Guaranteed Obligations, including that portion incurred or arising after the death of Guarantor and shall be provable in full against Guarantor’s estate, whether or not the Guaranteed Obligations are then due and payable. If this Guaranty is signed by more than one Person, then all of the obligations of Guarantor arising hereunder shall be jointly and severally binding on each of the undersigned, and their respective heirs, personal representatives, successors and assigns, and the term “Guarantor” shall mean all of such Persons and each of them individually. Section 11. Governing Law. The validity, enforcement, and interpretation of this Guaranty, shall for all purposes be governed by and construed in accordance with the Laws of the State of Florida and applicable United States federal Law, and is intended to be performed in accordance with, and only to the extent permitted by, such Laws. All obligations of Guarantor hereunder are payable and Vista Breeze Guaranty Agreement 17 performable at the place or places where the Guaranteed Obligations are payable and performable. This Guaranty is an agreement executed under seal. If any Guarantor is a corporation, the designation “(SEAL)” on this Guaranty shall be effective as the affixing of such Guarantor’s corporate seal physically to this Guaranty. Section 12. Invalidity of Certain Provisions. If any provision of this Guaranty or the application thereof to any Person or circumstance shall, for any reason and to any extent, be declared to be invalid or unenforceable, neither the remaining provisions of this Guaranty nor the application of such provision to any other Person or circumstance shall be affected thereby, and the remaining provisions of this Guaranty, or the applicability of such provision to other Persons or circumstances, as applicable, shall remain in effect and be enforceable to the maximum extent permitted by applicable Law. Section 13. Costs and Expenses of Enforcement. Guarantor agrees to pay to Initial Funding Lender on demand all costs and expenses incurred by Initial Funding Lender in seeking to enforce Initial Funding Lender’s rights and remedies under this Guaranty, including court costs, costs of alternative dispute resolution and reasonable attorneys’ fees and costs, whether or not suit is filed or other proceedings are initiated hereon. All such costs and expenses incurred by Initial Funding Lender shall constitute a portion of the Guaranteed Obligations hereunder, shall be subject to the provisions hereof with respect to the Guaranteed Obligations and shall be payable by Guarantor on demand by Initial Funding Lender. Section 14. No Usury. It is not the intention of Initial Funding Lender or Guarantor to obligate Guarantor to pay interest in excess of that lawfully permitted to be paid by Guarantor under applicable Law. Should it be determined that any portion of the Guaranteed Obligations or any other amount payable by Guarantor under this Guaranty constitutes interest in excess of the maximum amount of interest that Guarantor, in Guarantor’s capacity as guarantor, may lawfully be required to pay under applicable Law, the obligation of Guarantor to pay such interest shall automatically be limited to the payment thereof in the maximum amount so permitted under applicable Law. The provisions of this Section 14 shall override and control all other provisions of this Guaranty and of any other agreement between Guarantor and Initial Funding Lender. Section 15. Representations, Warranties, and Covenants of Guarantor. Until the Guaranteed Obligations are paid and performed in full and each and every term, covenant and condition of this Guaranty is fully performed, Guarantor hereby represents, warrants, and covenants that: (a) Guarantor has a financial interest in Borrower and will derive a material and substantial benefit, directly or indirectly, from the making of the Construction Phase Project Loan to Borrower and from the making of this Guaranty by Guarantor; (b) this Guaranty is duly authorized and valid, and is binding upon and enforceable against Guarantor; (c) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will not cause Guarantor to be, in violation of or in default with respect to any Law or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or Vista Breeze Guaranty Agreement 18 affected; (d) unless Guarantor is a natural person, Guarantor is duly organized, validly existing, and in good standing under the Laws of the state of its organization and has full power and authority to enter into and perform this Guaranty; (e) there is no litigation pending or, to the knowledge of Guarantor, threatened by or before any tribunal against or affecting Guarantor; (f) all financial statements and information heretofore furnished to Initial Funding Lender by Guarantor do, and all financial statements and information hereafter furnished to Initial Funding Lender by Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor’s operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Initial Funding Lender, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Initial Funding Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (g) after giving effect to this Guaranty, Guarantor is solvent, is not engaged or about to engage in business or a transaction for which the property of Guarantor is an unreasonably small capital, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; and (h) Guarantor has read and fully understands the provisions contained in the Construction Phase Project Loan Note, the Construction Disbursement Agreement, the Security Instrument, the Environmental Indemnity and the other Construction Phase Project Loan Documents. Guarantor’s representations, warranties and covenants are a material inducement to Initial Funding Lender to enter into the other Construction Phase Project Loan Documents, and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligations. Guarantor covenants, acknowledges and agrees that until all amounts due and owing to Initial Funding Lender have been paid in full, Guarantor will not transfer in a single transfer or a series of transfers, any of their respective assets that constitute cash, cash equivalents and/or marketable securities (collectively, the “Cash Assets”), without the prior written consent of Initial Funding Lender, if such transfer(s) would cause Guarantor to be in default of the financial covenants set forth in Section 20 hereof. In addition, Guarantor further covenants, acknowledges and agrees that until all amounts due and owing to Initial Funding Lender have been paid in full (A) Individual Guarantor shall remain the trustee and beneficiary of the Trust Guarantor, (B) if Individual Guarantor transfers more than ten (10%) percent per year of his other assets that are not the Cash Assets, measured against the value of such assets as of December 31, 2022, he will deliver to Initial Funding Lender written notice as provided in the Guaranty of the amount transferred and name of the transferee, and (C) if Trust Guarantor transfers more than (10%) percent per year of the other assets of the Trust Guarantor that are not Cash Assets, measured against the value of such assets as of December 31, 2022, in each case, except for transfers of assets for which such Guarantor receives consideration substantially equivalent to fair market value of the transferred asset, it will deliver to Initial Funding Lender written notice as provided in the Guaranty of the amount transferred and name of the transferee. Section 16. Notices. (a) Notices Generally. Except as provided in clause (b) below, all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail, sent by facsimile or electronic mail, to the Vista Breeze Guaranty Agreement 19 address, facsimile number, electronic mail address, or telephone number specified for notices (unless changed by similar notice in writing given by the particular party whose address is to be changed) as follows: (i) if to any Guarantor at the addresses set forth on the signature page of this Guaranty, or (ii) if to Initial Funding Lender at the addresses set forth at the end of this Guaranty. Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient); provided, however, that service of a notice required by any applicable statute shall be considered complete when the requirements of that statute are met. Notices and other communications delivered through electronic communications to the extent provided in clause (b) below, shall be effective as provided in such clause (b). (b) Electronic Communications. Notices and other communications to Initial Funding Lender hereunder may be delivered or furnished by electronic communication (including e-mail, and Internet or intranet websites) pursuant to procedures approved by Initial Funding Lender. Initial Funding Lender or Guarantor may each, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications. Unless Initial Funding Lender otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii), if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice, email or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient. (c) Change of Address, Etc. Each of Guarantor or Initial Funding Lender may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the other parties hereto. (d) Reliance by Initial Funding Lender. Initial Funding Lender shall be entitled to rely and act upon any notices purportedly given by or on behalf of Guarantor even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by Vista Breeze Guaranty Agreement 20 the recipient, varied from any confirmation thereof. Guarantor shall indemnify Initial Funding Lender and its partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives from all losses, costs, expenses and liabilities resulting from the reliance by such party on each notice purportedly given by or on behalf of Guarantor. This Section shall not be construed in any way to affect or impair any waiver of notice or demand provided in this Guaranty or in any other Construction Phase Project Loan Document or to require giving of notice or demand to or upon any Person in any situation or for any reason. Section 17. Cumulative Rights. All of the rights and remedies of Initial Funding Lender under this Guaranty and the other Construction Phase Project Loan Documents are cumulative of each other and of any and all other rights at law or in equity, and the exercise by Initial Funding Lender of any one or more of such rights and remedies shall not preclude the simultaneous or later exercise by Initial Funding Lender of any or all such other rights and remedies. No single or partial exercise of any right or remedy shall exhaust it or preclude any other or further exercise thereof, and every right and remedy may be exercised at any time and from time to time. No failure by Initial Funding Lender to exercise, nor delay in exercising, any right or remedy shall operate as a waiver of such right or remedy or as a waiver of any Default or Event of Default. No notice to or demand on Guarantor in any case shall of itself entitle Guarantor to any other or further notice or demand in similar or other circumstances. No provision of this Guaranty or any right or remedy of Initial Funding Lender with respect hereto, or any default or breach, can be waived, nor can this Guaranty or Guarantor be released or discharged in any way or to any extent, except specifically in each case by a writing intended for that purpose (and which refers specifically to this Guaranty) executed and delivered by Initial Funding Lender to Guarantor. Section 18. Term of Guaranty. This Guaranty shall continue in effect until all the Guaranteed Obligations and Indebtedness of Borrower, and all of the obligations of Guarantor to Initial Funding Lender under this Guaranty are fully and finally paid, performed and discharged and are not subject to any bankruptcy preference period or any other disgorgement. Section 19. Financial Statements. Guarantor agrees to provide to Initial Funding Lender as and when required, the Financial Statements and other financial information required to be delivered to Initial Funding Lender with respect to Guarantor pursuant to the terms of the Construction Disbursement Agreement and the other Construction Phase Project Loan Documents, in the form and detail required by the Construction Phase Project Loan Documents. Guarantor also agrees to provide to Initial Funding Lender such other and further financial information with respect to Guarantor as Initial Funding Lender shall from time to time request. All assets shown on the Financial Statements provided by Guarantor, unless clearly designated to the contrary shall, be conclusively deemed to be free and clear of any exemption or any claim of exemption of Guarantor at the date of the Financial Statements and at all times thereafter. Acceptance of any Financial Statement by Initial Funding Lender, whether or not in the form prescribed herein, shall be relied upon by Initial Funding Lender in the administration, enforcement, and extension of the Guaranteed Obligations. Vista Breeze Guaranty Agreement 21 Section 20. Financial Covenants of Guarantor. Guarantor covenants and agrees that: (a) Guarantor shall, at all times, collectively, maintain a minimum aggregate “Net Worth” of $20,000,000.00 and “Unencumbered Liquid Assets” of $8,000,000.00 (as such terms are hereinafter defined); and (b) Each of the covenants set forth in Section 20(a) shall be tested each year as required by Section 2.10 and 2.33 of the Construction Disbursement Agreement. In addition, Unencumbered Liquid Assets may be tested at such other times as determined by the Initial Funding Lender, but not more often than quarterly. In connection with the foregoing, the Guarantor shall, within fifteen (15) days of any quarterly request by Initial Funding Lender, provide Initial Funding Lender (i) a duly completed compliance certificate in the form attached as Exhibit L to the Construction Disbursement Agreement, and (ii) evidence reasonably satisfactory to Initial Funding Lender of compliance with the Unencumbered Liquid Asset requirement set forth in this Section 20. It is expressly agreed that failure to maintain the Net Worth and Unencumbered Liquid Assets requirements as set forth herein shall constitute a default under this Guaranty and an Event of Default under the Construction Disbursement Agreement; and (c) For purposes hereof, “Net Worth” shall mean the gross fair market value of total assets less total liabilities, including, but not limited to, estimated taxes on asset appreciation and any reserves or offsets against assets, and “Unencumbered Liquid Assets” shall mean the following assets, excluding assets of any retirement plan, which (i) are not the subject of any lien, pledge, security interest or other arrangement with any creditor to have his/its claim satisfied out of the asset, or proceeds thereof, prior to the general creditors of the Guarantor as owner of the asset, and (ii) may be converted to cash within five (5) days of Initial Funding Lender’s demand: (A) cash or cash equivalents held in the United States; (B) United States Treasury or governmental agency obligations which constitute full faith and credit of the United States of America; (C) commercial paper rated P-1 or A1 by Moody’s or S&P (the “Rating Agencies”), respectively; (D) medium- and long-term securities rated investment grade by the Rating Agencies; (E) Eligible Stocks (as hereinafter defined); and (F) mutual funds quoted in The Wall Street Journal which invest primarily in the assets described in (A)-(E) above. “Eligible Stocks” shall include any common or preferred stock which (1) is not subject to statutory or contractual restrictions on sales, (2) is traded on a U.S. national stock exchange or included in the National Market tier of NASDAQ and (3) has, as of the close of trading on the applicable exchange (excluding after hours trading), a per share price of at least Fifteen Dollars ($15). Section 21. Subrogation. Guarantor shall not have any right of subrogation under any of the Construction Phase Project Loan Documents or any right to participate in any security for the Guaranteed Obligations or any right to reimbursement, exoneration, contribution, indemnification or any similar rights, until all Guaranteed Obligations and Indebtedness of Borrower have been fully and finally paid, performed and discharged in accordance with Section 18 hereof, and Guarantor hereby waives all of such rights. Vista Breeze Guaranty Agreement 22 Section 22. Time of Essence. Time shall be of the essence in this Guaranty with respect to all of Guarantor’s obligations hereunder. Section 23. Entire Agreement; Counterparts; Construction; Electronic Signatures. This Guaranty embodies the entire agreement between Initial Funding Lender and Guarantor with respect to the guaranty by Guarantor of the Guaranteed Obligations. This Guaranty supersedes all prior agreements and understandings, if any, with respect to the guaranty by Guarantor of the Guaranteed Obligations. This Guaranty shall be effective upon execution by Guarantor and delivery to Initial Funding Lender. This Guaranty may not be modified, amended or superseded except in a writing signed by Initial Funding Lender and Guarantor referencing this Guaranty by its date and specifically identifying the portions hereof that are to be modified, amended or superseded. The lack of genuineness or authority of any signature or signatory of or for any Guarantor shall not affect the obligations hereunder of any other Guarantor. Whenever the context of any provisions hereof shall require it, words in the singular shall include the plural, words in the plural shall include the singular, and pronouns of any gender shall include the other gender. Captions and headings in the Construction Phase Project Loan Documents are for convenience only and shall not affect the construction of the Construction Phase Project Loan Documents. All references in this Guaranty to Schedules, Articles, Sections, Subsections, paragraphs and subparagraphs refer to the respective subdivisions of this Guaranty, unless such reference specifically identifies another document. The terms “herein”, “hereof”, “hereto”, “hereunder” and similar terms refer to this Guaranty and not to any particular Section or subsection of this Guaranty. As used herein, the words “include” and “including” shall be interpreted as if followed by the words “without limitation.” All references in this Guaranty to sums denominated in dollars or with the symbol “$” refer to the lawful currency of the United States of America, unless such reference specifically identifies another currency. Guarantor acknowledges and agrees that the recitals set forth at the beginning of this Guaranty are true and correct and are incorporated herein by this reference. This Guaranty and any Communication related to this Guaranty may be in the form of an Electronic Record and may be executed using Electronic Signatures (including, without limitation, facsimile and .pdf) and shall be considered an original, and shall have the same legal effect, validity and enforceability as a paper record. This Guaranty may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Guaranty. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by Initial Funding Lender of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. For purposes hereof, “Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time, and “Communication” shall mean this Guaranty and any document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to this Guaranty. Section 24. Forum. Vista Breeze Guaranty Agreement 23 Guarantor hereby irrevocably submits generally and unconditionally for itself and in respect of its property to the jurisdiction of any state court or any United States federal court sitting in the State specified in the governing law section of this Guaranty and to the jurisdiction of any state court or any United States federal court sitting in the state in which any of the Property is located, over any Dispute. Guarantor hereby irrevocably waives, to the fullest extent permitted by Law, any objection that Guarantor may now or hereafter have to the laying of venue in any such court and any claim that any such court is an inconvenient forum. Guarantor hereby agrees and consents that, in addition to any methods of service of process provided for under applicable Law, all service of process in any such suit, action or proceeding in any state court or any United States federal court sitting in the state specified in the governing law section of this Guaranty may be made by certified or registered mail, return receipt requested, directed to Guarantor at its address for notice set forth in this Guaranty, or at a subsequent address of which Initial Funding Lender received actual notice from Guarantor in accordance with the notice section of this Guaranty, and service so made shall be complete five (5) days after the same shall have been so mailed. Nothing herein shall affect the right of Initial Funding Lender to serve process in any manner permitted by Law or limit the right of Initial Funding Lender to bring proceedings against Guarantor in any other court or jurisdiction. Section 25. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING OR ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO HEREBY: (a) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (b) ACKNOWLEDGES THAT THIS WAIVER AND THE PROVISIONS OF THIS SECTION WERE A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THE CONSTRUCTION PHASE PROJECT LOAN DOCUMENTS; (c) CERTIFIES THAT THIS WAIVER IS KNOWINGLY, WILLINGLY, AND VOLUNTARILY MADE; (d) AGREES AND UNDERSTANDS THAT THIS WAIVER CONSTITUTES A WAIVER OF TRIAL BY JURY OF ALL CLAIMS AGAINST ALL PARTIES TO SUCH PROCEEDING OR ACTION, INCLUDING CLAIMS AGAINST PARTIES WHO ARE NOT PARTIES TO THIS GUARANTY, AND FURTHER AGREES THAT SUCH PARTY SHALL NOT SEEK TO CONSOLIDATE ANY SUCH PROCEEDING OR ACTION WITH Vista Breeze Guaranty Agreement 24 ANY OTHER PROCEEDING OR ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED; (e) AGREES THAT GUARANTOR AND INITIAL FUNDING LENDER ARE EACH HEREBY AUTHORIZED TO FILE A COPY OF THIS SECTION IN ANY PROCEEDING OR ACTION AS CONCLUSIVE EVIDENCE OF THIS WAIVER OF JURY TRIAL; AND (f) REPRESENTS AND WARRANTS THAT SUCH PARTY HAS BEEN REPRESENTED IN THE SIGNING OF THIS GUARANTY AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED BY INDEPENDENT LEGAL COUNSEL SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL. Section 26. Right of Setoff. Guarantor hereby grants to Initial Funding Lender, a continuing lien, security interest and right of setoff as security for all liabilities and obligations to Initial Funding Lender whether now existing or hereafter arising, upon and against all deposits, credits, collateral and property securing the Construction Phase Project Loan, now or hereafter in the possession, custody, safekeeping or control of Initial Funding Lender or any entity under the control of Bank of America Corporation and its successors and/or assigns or in transit to any of them. At any time during which an Event of Default under the Construction Phase Project Loan Documents shall have occurred and be continuing, without demand or notice (any such notice being expressly waived by Guarantor), Initial Funding Lender may setoff the same or any part thereof and apply the same to any liability or obligation of Guarantor even though unmatured and regardless of the adequacy of any other collateral security for the Construction Phase Project Loan. ANY AND ALL RIGHTS TO REQUIRE INITIAL FUNDING LENDER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE CONSTRUCTION PHASE PROJECT LOAN WHICH IS EVIDENCED BY THE CONSTRUCTION PHASE PROJECT LOAN NOTE PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF BORROWER OR ANY GUARANTOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. Section 27. Separate Indemnity. Guarantor acknowledges and agrees that Initial Funding Lender’s rights (and Guarantor’s obligations) under this Guaranty shall be in addition to all of Initial Funding Lender’s rights (and all of Guarantor’s obligations) under any indemnity agreement or other guaranty executed and delivered to Initial Funding Lender by Borrower and/or any Guarantor and any payments made under this Guaranty shall not reduce any obligations and liabilities under any such indemnity agreement or other guaranty. Section 28. Credit Verification. Vista Breeze Guaranty Agreement 25 Each legal entity and individual obligated on this Guaranty, whether as a Guarantor, a general partner or member of a Guarantor or in any other capacity, hereby authorizes Initial Funding Lender to check any credit references, verify his/her employment and obtain credit reports from credit reporting agencies of Initial Funding Lender’s choice in connection with any monitoring, collection or future transaction concerning the Construction Phase Project Loan, including any modification, extension or renewal of the Construction Phase Project Loan. Also in connection with any such monitoring, collection or future transaction, Initial Funding Lender is hereby authorized to check credit references, verify employment and obtain a third party credit report for the spouse of any married person obligated on this Guaranty, if such person lives in a community property state. Section 29. ERISA. As of the date hereof and throughout the term of this Guaranty, (a) Guarantor is not and will not be (i) an “employee benefit plan,” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); or (ii) a “plan” within the meaning of Section 4975(e) of the Code; (b) the assets of Guarantor do not and will not constitute “plan assets” within the meaning of the United States Department of Labor Regulations set forth in 29 C.F.R. §2510.3-101, as modified by Section 3(42) of ERISA; and (c) Guarantor is not and will not be a “governmental plan” within the meaning of Section 3(32) of ERISA and transactions by or with Guarantor are not and will not be subject to federal, state or local statutes applicable to Guarantor regulating investments of fiduciaries with respect to governmental plans. Section 30. Further Assurances. Guarantor at Guarantor’s expense will promptly execute and deliver to Initial Funding Lender upon Initial Funding Lender’s request all such other and further documents, agreements, and instruments in compliance with or accomplishment of the agreements of Guarantor under this Guaranty. Section 31. No Fiduciary Relationship. The relationship between Initial Funding Lender and Guarantor is solely that of lender and guarantor. Initial Funding Lender has no fiduciary or other special relationship with or duty to Guarantor and none is created hereby or may be inferred from any course of dealing or act or omission of Initial Funding Lender. Section 32. Reinstatement. This Guaranty shall continue to be effective, or be reinstated automatically, as the case may be, if at any time payment, in whole or in part, of any of the obligations guaranteed hereby are rescinded or otherwise must be restored or returned by Initial Funding Lender (whether as a preference, fraudulent conveyance or otherwise) upon or in connection with the insolvency, bankruptcy, dissolution, liquidation or reorganization of Borrower, Guarantor or any other Person, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, Borrower, Guarantor or any other Person or for a substantial part of Borrower’s, Guarantor’s or any of such other Person’s property, as the case may be, or otherwise, all as though such payment had not been made. Guarantor further agrees that in the event any such payment is Vista Breeze Guaranty Agreement 26 rescinded or must be restored or returned, all costs and expenses (including reasonable legal fees and expenses) incurred by or on behalf of Initial Funding Lender in defending or enforcing such continuance or reinstatement, as the case may be, shall constitute costs of enforcement, the payment of which is guaranteed by Guarantor pursuant to Section 13 hereof. Section 33. Additional Representations. On each date on which a Swap Transaction is entered into, each Person obligated on this Guaranty, whether as a Guarantor, a partner or member of a Guarantor or in any other capacity, will be deemed to represent to Initial Funding Lender that such Person is an “eligible contract participant” and that each guarantor, if any, of its Swap Obligations that are included as part of the Guaranteed Obligations is an “eligible contract participant,” as such term is defined in the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute (the “Commodity Exchange Act”). For purposes of this provision, “Swap Obligation” means any obligation to pay or perform under any Swap Contract, or any other agreement, contract or transaction entered into in connection with a Swap Transaction. Section 34. Acknowledgement Regarding Any Supported QFCs. Section 6.28 of the Construction Disbursement Agreement is incorporated herein by reference as if fully set forth herein and Guarantor acknowledges and agrees to be bound by the terms of said section for any QFC Credit Support and/or Supported QFC, as such terms may be defined in the Construction Disbursement Agreement. Section 35. Affiliate Information Sharing Notice. Guarantor hereby acknowledges receipt of the notices attached hereto as Exhibit A. Section 36. Severability. A determination that any provision of this Guaranty is unenforceable or invalid shall not affect the enforceability or validity of any other provision and the determination that the application of any provision of this Guaranty to any Person or circumstance is illegal or unenforceable shall not affect the enforceability or validity of such provision as it may apply to other Persons or circumstances. Section 37. Attorneys’ Fees. As used herein, the phrases “reasonable attorneys’ fees,” “attorneys’ fees” or words of similar import shall refer to the fees charged to Initial Funding Lender by its outside legal counsel and such counsel’s costs and expenses in connection with the applicable matters without regard to O.C.G.A. § 13-1-11 or any other statutory presumption. THE CONSTRUCTION PHASE PROJECT LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. Vista Breeze Guaranty Agreement 27 [SIGNATURE PAGE TO FOLLOW] [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] Vista Breeze Guaranty Agreement Ex A-1 EXHIBIT A U.S. Affiliate Information Sharing Notice For individuals opening business accounts Bank of America is made up of a number of financial services provider companies and non-financial companies, all working together to serve you. One of our most important goals is to make it easier for you to manage your money by offering you a wide selection of services. To further this goal, we may share information about your accounts with our affiliated companies to better meet your financial needs and manage our business and risks. The individual information we may share within Bank of America is categorized in the following ways: A. Personally identifiable information — Information that identifies you, such as name, address, email address, telephone number and Social Security number. B. Application information — Information you provide to us on applications and through other means that will help us determine if you are eligible for products you request. Examples include personal assets, income and debt. C. Transaction and experience information — Information about transactions and account activity, such as account balances, payment history and account usage, as well as information about our communications with you. Examples include your inquiries and our responses. D. Consumer report information — Information from a consumer report. Examples include your personal credit score and credit history. E. Information from outside sources — Information from outside sources regarding employment, credit and other relationships that will help us determine if you are eligible for products you request. Examples include employment history, loan balances, credit card balances, property insurance coverage and other verifications. F. Other general information — Data from public records that is not assembled or used for the purpose of determining eligibility for a product or service. As required by federal law, we also collect information and take actions necessary to verify your identification. If you do not want us to share your individual information (application information, consumer report information and information from outside sources) among our affiliated companies, let us know by using one of the following methods: 1. Visit us online at bankofamerica.com/privacy. 2. Call us toll-free at 888.341.5000. Please note that this request will apply to application information, consumer report information and information from outside sources only. Through the normal course of doing business, including servicing your accounts and better serving your financial needs, we will continue to share personally identifiable information, transaction and experience information, and other general information among our affiliated companies. You may have other privacy protections under state laws, such as those in Vermont and California. To the extent these state laws apply, we will comply with them in regard to our information practices. Vista Breeze Guaranty Agreement Ex A-2 Federally Required Affiliate Marketing Notice YOUR CHOICE TO LIMIT MARKETING • The Bank of America companies listed in this document are providing this notice. • Federal law gives you the right to limit some but not all marketing from all the Bank of America affiliated companies. Federal law also requires us to give you this notice to tell you about your choice to limit marketing from all the Bank of America affiliated companies. • You may limit all the Bank of America affiliated companies, such as the banking, loan, credit card, insurance and securities companies, from marketing their products or services to you based upon your personal information that they receive from other Bank of America companies. This information includes your income, your account history and your credit score. • Your choice to limit marketing offers from all the Bank of America affiliated companies will apply for at least 5 years from when you tell us your choice. Before your choice to limit marketing expires, you will receive a renewal notice that will allow you to continue to limit marketing offers from all the Bank of America affiliated companies for at least another 5 years. • You may tell us your choice to limit marketing offers, and you may tell us the choices for other customers who are joint account holders with you. • This limitation will not apply in certain circumstances, such as when you have an account or service relationship with the Bank of America company that is marketing to you. • For individuals with business purpose accounts, this limitation will only apply to marketing to individuals and not marketing to a business. To limit marketing offers, contact us at 888.341.5000. Bank of America Companies: This notice applies to all Bank of America U.S. legal entities that utilize the names: Bank of America Banc of America U.S. Trust Merrill These entities include banks and trust companies; credit card companies; brokerage and investment companies; and insurance and securities companies. In addition, this notice applies to the following Bank of America U.S. companies: Managed Account Advisors LLC BAL Energy Holding, LLC BAL Energy Management II, LLC BAL Investment & Advisory, Inc.