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HomeMy WebLinkAboutRes 2021-12-5003 AHFC Partnership- Anna Senior Living, LPANNA SENIOR LIVING, LP PARTNERSHIP RESOLUTIONS 14 , 2022 ANNA SENIOR LIVING GP, LLC, a Texas limited liability company (the "General Partner"), the sole general partner of ANNA SENIOR LIVING, LP, a Texas limited partnership (the "Partnership") hereby adopts the following resolutions: 1. LEASE OF REAL PROPERTY WHEREAS, the General Partner is the sole general partner of the Partnership; and WHEREAS, the Anna Housing Finance Corporation (the "Member"), a Texas public, nonprofit, housing finance corporation, is the sole member of the General Partner; and WHEREAS, Nate Pike, an individual, is the President of the Member (the "President"); and WHEREAS, Parmore Anna Holdings, LLC (the "Ground Lessor") will acquire certain real property located in the City of Anna, Collin County, Texas (the "Real Property") on which a multifamily project for low-income seniors is to be constructed, developed and operated, to be known as "Parmore Anna Apartments" (the "Apartment Complex "); and WHEREAS, the Ground Lessor will enter into a Ground Lease (the "Ground Lease ") with the Partnership pursuant to which the Ground Lessor will lease the Real Property to the Partnership for a 99-year term; and WHEREAS, in connection with the lease of the Real Property from the Ground Lessor, the Partnership and/or the General Partner will be required to enter into various documents to evidence such leasehold interest, including but not limited to the Ground Lease (collectively, the "Ground Lease Documents"); RESOLVED, that the prior actions of the President (or any other officer of the General Partner), acting on behalf of the General Partner, acting on behalf of the Partnership, with respect to the lease of the Real Property, including but not limited to the execution of the Ground Lease, are hereby ratified and approved; RESOLVED, that (a) the Partnership is authorized to lease the Real Property and to execute and deliver the Ground Lease Documents; (b) the General Partner acting on its own behalf or on behalf of the Partnership, is hereby authorized to execute and deliver the Ground Lease Documents and to do all things necessary or desirable to facilitate the lease of the Real Property and the construction, development and operation of the Apartment Complex thereon; and (c) the President (or in his absence, any other officer of the General Partner), acting on behalf of the General Partner, acting on its own behalf or on behalf of the Partnership, are each hereby partnership resolution (1).docx 2294734 . 40Ql - 1a-6m3 individually authorized to (i) to execute and deliver the Ground Lease Documents, with such changes as the President in his discretion believes to be necessary or desirable, and such other documents and instruments in connection therewith as may be necessary or desirable and (ii) do all things necessary or desirable to facilitate the lease of the Real Property and the construction, development and operation of the Apartment Complex thereon. 2. EQUITY FINANCING WHEREAS, CREA Parmore Anna, LLC, a Delaware limited liability company, along with its successors and assigns (the "Equity Provider") has agreed to provide equity financing up to [$16,982,881] to the Partnership for the development of the Apartment Complex (the "Equity Financing"); and WHEREAS, in connection with the Equity Financing, the General Partner will enter into an Amended and Restated Agreement of Limited Partnership for the Partnership (the "Partnership Agreement") with the Equity Provider, CREA SLP, LLC, an Indiana limited liability company (the "Special Limited Partner") and Anna Senior Living SLP, LLC (the "Class B Limited Partner"); and WHEREAS, the Partnership Agreement calls for the Partnership and/or the General Partner to enter into certain documents associated with the Equity Financing, including but not limited to a Development Agreement, a Guaranty Agreement, a Partnership Management Agreement, and a Property Management Agreement (collectively, with the Partnership Agreement and such other documents and certificates in connection with the purposes set forth in this Resolution, the "Equity Documents.); RESOLVED, that (a) the Partnership is authorized to obtain the Equity Financing from the Equity Provider or its affiliates and to execute and deliver the Equity Documents; (b) the General Partner, acting on its own behalf or on behalf of the Partnership, is authorized to execute and deliver the Equity Documents and do all things necessary and desirable to facilitate the Equity Financing; and (c) the President (or in his absence, any other officer of the General Partner), acting on behalf of the General Partner, acting on its own behalf or on behalf of the Partnership, is hereby individually authorized to (i) execute and deliver the Equity Documents, with such changes as the President (or in his absence, any other officer of the General Partner) in his discretion believes to be necessary or desirable, and such other documents and instruments in connection therewith as may be necessary or desirable and (ii) do all things necessary or desirable to cause the Partnership to obtain the Equity Financing and perform the Partnership's and/or the General Partner's obligations thereunder. 3. GOVERNMENTAL NOTE FINANCING WHEREAS, the Collin County Housing Finance Corporation ' (the "Governmental Lender") has agreed to issue its Multifamily Housing Revenue Note (Parmore Anna), Series 2022A and its Multifamily Housing Revenue Note (Parmore Anna), Series 2022B in the aggregate principal amount of up to $ [ ] (together, the "Governmental Notes"); and PtnJ. QQaI -f R 6065 WHEREAS, the proceeds from the sale of the Governmental Notes will be loaned by the Governmental Lender to the Partnership to finance a portion of the development of the Apartment Complex (the "Governmental Note Financing") pursuant to a Borrower Loan Agreement between the Governmental Lender and the Partnership (the "Borrower Loan Agreement"); and WHEREAS, the Partnership has requested that Citibank, N.A. (in such capacity, the "Funding Lender") enter into that certain Funding Loan Agreement (the "Funding Loan Agreement"), by and among the Governmental Lender, Wilmington Trust, National Association, as fiscal agent ( "Fiscal Agent") and the Funding Lender, under which the Funding Lender will make a loan (the "Funding Loan") to the Governmental Lender, the proceeds of such Funding Loan are being loaned to the Partnership under that certain Borrower Loan Agreement; and WHEREAS, in connection with the Borrower Loan Agreement, the Governmental Note Financing and the Funding Loan, the Partnership will execute a Multifamily Note (Tranche A) and a Multifamily Note (Tranche B) (together, the "Borrower Notes") payable to the Governmental Lender and assigned to the Fiscal Agent to secure the Funding Loan; and WHEREAS, in connection with the Governmental Note Financing and the execution of the Borrower Loan Agreement and the Funding Loan Agreement, the Partnership and/or the General Partner shall enter into any and all documents, including but not limited to, a Regulatory Agreement and Declaration of Restrictive Covenants, a Tax Certificate and Agreement, a Continuing Disclosure Agreement, a Construction Funding Agreement, a Multifamily Leasehold Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing, an Assignment and Subordination of Developer Fees, Pledge and Security Agreement, an Assignment of Architect's Agreement, an Assignment of Equity Interests, Pledge and Security Agreement, an Assignment of Construction Contract, an Assignment of Management Agreement, and Assignment of Project Documents, a Deposit Account Control Agreement, an Agreement of Environmental Indemnification and a Replacement Reserve Agreement and any and all other types of agreements, certificates or documents necessary for the Governmental Lender to issue the Governmental Notes and for the Partnership to consummate the Governmental Note Financing and the Funding Loan (collectively, with the Governmental Notes, the Borrower Loan Agreement, the Funding Loan Agreement and the Borrower Notes, the "Governmental Note Financing Documents"); RESOLVED, that (a) the Partnership is authorized to borrow the proceeds of the Governmental Note from the Governmental Lender and to execute and deliver the Governmental Note Financing Documents; (b) the General Partner, acting on its own behalf or on behalf of the Partnership, is authorized to execute and deliver the Governmental Note Financing Documents and do all things necessary to facilitate the Governmental Note Financing and the Funding Loan; and (c) the President, acting on behalf of the General Partner, acting on its own behalf or on behalf of the Partnership, is hereby authorized to (i) execute and deliver the Governmental Note Financing Documents, with such changes as the President in his discretion believes to be necessary or desirable, and such other documents and instruments in connection therewith as may be necessary or desirable and (ii) do all things necessary or desirable to cause the P", goal - Ia-6W3 Partnership to obtain the Governmental Note Financing and the Funding Loan and the Partnership's and/or the General Partner's obligations thereunder. 4. TAXABLE LOAN FINANCING WHEREAS, the Citibank, N.A. (in such capacity, the "Taxable Lender") has agreed to issue a loan to the Partnership in the aggregate principal amount of up to $[6,500,000] to finance a portion of the development of the Apartment Complex (the "Taxable Loan Financing") pursuant a Construction Loan Agreement between the Taxable Lender and the Partnership (the "Construction Loan Agreement"); and WHEREAS, in connection with the Construction Loan Agreement, the Partnership will execute a Multifamily Construction Note (the "Taxable Note ") payable to the Construction Lender; and WHEREAS, in connection with the Taxable Loan Financing and the execution of the Construction Loan Agreement, the Partnership and/or the General Partner shall enter into any and all documents, including but not limited to, a Multifamily Leasehold Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing, an Assignment and Subordination of Developer Fees, Pledge and Security Agreement, an Assignment of Architect's Agreement and Plans and Specifications, an Assignment of Equity Interests, Pledge and Security Agreement, an Assignment of Construction Contract, an Assignment of Management Agreement, an Assignment of Project Documents and an Agreement of Environmental Indemnification and any and all other types of agreements, certificates or documents necessary for the Partnership to consummate the Taxable Loan Financing (collectively, with the Construction Loan Agreement and the Taxable Notes, the "Taxable Loan Financing Documents"); RESOLVED, that (a) the Partnership is authorized to borrow the proceeds of the Taxable Note from the Taxable Lender and to execute and deliver the Taxable Loan Financing Documents; (b) the General Partner, acting on its own behalf or on behalf of the Partnership, is authorized to execute and deliver the Taxable Loan Financing Documents and do all things necessary to facilitate the Taxable Loan Financing; and (c) the President, acting on behalf of the General Partner, acting on its own behalf or on behalf of the Partnership, is hereby authorized to (i) execute and deliver the Taxable Loan Financing Documents, with such changes as the President in his discretion believes to be necessary or desirable, and such other documents and instruments in connection therewith as may be necessary or desirable and (ii) do all things necessary or desirable to cause the Partnership to obtain the Taxable Loan Financing and the Partnership's and/or the General Partner's obligations thereunder. 5. AUTHORIZATION AND RATIFICATION RESOLVED, that the President (or in his absence, any other officer of the General Partner), acting on behalf of the General Partner, acting on its own behalf or on behalf of the Partnership, is authorized to (a) sign, certify to, acknowledge, deliver, accept, file, and record any and all instruments and documents required under the Ground Lease Documents, the Equity Documents, P,d, - aoa►- I - 6003 the Governmental Note Financing Documents and the Taxable Loan Financing Documents and (b) take, or cause to be taken, any and all such action, in the name and on behalf of the General Partner, and the Partnership as such person shall deem to be necessary, desirable or appropriate in order to effect the purposes of the foregoing resolutions; and FURTHER RESOLVED, that any and all action taken by the President (or any other officer of the General Partner), acting on behalf of the General Partner, acting on its own behalf or on behalf of the Partnership, prior to the date this consent is actually executed in effecting the purposes of the foregoing resolutions is hereby approved, ratified, and adopted in all respects. [Remainder of Page Intentionally Left Blank] �. aaGl-is-5ao3 PASSED AND APPROVED this ay of .kL-� . , 2022. ANNA SENIOR LIVING GP, LLC By: Anna Housing Finance Corporation, its Sole Member By z0v ". Nate Pike President [Signature Page to Partnership Resolutions] OLW, aoal- is-5oo3 ANNA HOUSING FINANCE CORPORATION The undersigned officer of Anna Housing Finance Corporation (the "Sole Member"), hereby certifies that he is the duly elected qualified and acting President of the Board of Directors (the "Board") of the Sole Member, and hereby certifies that true, correct and complete copies of certain resolutions adopted by the Board at its December 14, 2021 meeting are attached hereto as Exhibit A (the "Resolutions"). The Resolutions have not been amended or revoked and are now in full force and effect. Dated: December 14, 2021 LM sole member resolution (gp) 4867-4375-8341 v2.doex 2294734 Nate Pike President