HomeMy WebLinkAboutRes 2021-12-5004 AHFC Sole Member- Anna Senior Living GP, LLCEXHIBIT A
ANNA HOUSING FINANCE CORPORATION
RESOLUTION OF THE SOLE MEMBER OF
ANNA SENIOR LIVING GP, LLC
December 14, 2021
ANNA HOUSING FINANCE CORPORATION, a Texas public, nonprofit housing finance
corporation duly organized and validly existing under the laws of the State of Texas (the
"Member"), hereby adopts the following resolutions:
1. ASSIGNMENT OF OWNERSHIP OF GENERAL PARTNER
WHEREAS, Anna Senior Living SLP, LLC, a Texas limited liability company (the
"Assignor ") is the sole member of Anna Senior Living GP, LLC, a Texas limited liability
company, the general partner (the "General Partner") of Anna Senior Living, LP, a Texas
limited partnership (the "Partnership"); and
WHEREAS, the Assignor intends to assign all of its ownership interests in the General
Partner to the Member pursuant to an assignment agreement (the "Assignment Agreement "); and
WHEREAS, Nate Pike, an individual, is the President of the Member (the "President");
RESOLVED, that (a) the Member is authorized to take assignment to the Assignor's
ownership interests in the General Partner, (b) the Member is hereby authorized to execute and
deliver the Assignment Agreement and to do all things necessary or desirable to facilitate the
assignment of the ownership interests in the General Partner; and (c) the President (or in his
absence, any officer of the Member), acting on behalf of the Member, is hereby individually
authorized to execute and deliver the Assignment Agreement, 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.
2. LEASE OF REAL PROPERTY
WHEREAS, the Member is a public nonprofit housing finance corporation duly organized
and existing pursuant to the laws of the State of Texas; and
WHEREAS, upon execution and delivery of the Assignment Agreement as set forth in
Section 1, the Member will be the sole member of the General Partner; and
WHEREAS, the General Partner is the sole general partner of the Partnership; 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
_Aw. aoai-IQ -5oo4
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 and/or the Member 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 Member),
acting on its own behalf or 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; (c) the
Member, acting on behalf of 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 (d) the President (or in his
absence, any officer of the Member), acting on behalf of the Member, 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 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.
3. 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, a Texas limited liability
company (the "Class B Limited Partner"); and
WHEREAS, the Partnership Agreement calls for the Partnership and/or the General Partner
and/or the Member 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; (c) the Member, acting on behalf of the General Partner, acting on its own behalf or
on behalf of the Partnership, is hereby authorized to execute and deliver the Equity Documents
and do all things necessary to facilitate the Equity Financing; and (d) the President (or in his
absence, any officer of the Member), acting on behalf of the Member, 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
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.
4. 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 $r 1 (together, the "Governmental Notes"); and
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 Notes from the Issuer 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 issuance and sale of the Governmental Notes; (c) the
Member, acting on behalf of the General Partner, acting on its own behalf or on behalf of the
Partnership, is hereby authorized to execute and deliver the Governmental Note Financing
Documents and do all things necessary to facilitate the Governmental Note Financing; and
(d) the President (or in his absence, any officer of the Member), acting on behalf of the Member,
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 Governmental Note 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 Governmental
Note Financing and the Partnership's and/or the General Partner's obligations thereunder.
5. 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; (c) the Member, acting on behalf of the
General Partner, acting on its own behalf or on behalf of the Partnership, is hereby authorized to
execute and deliver the Taxable Loan Financing Documents and do all things necessary to
facilitate the Taxable Loan Financing; and (d) the President (or in his absence, any officer of the
Member), acting on behalf of the Member, 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 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 perform the
Partnership's and/or the General Partner's obligations thereunder.
6. EXECUTION OF PARTNERSHIP RESOLUTION
RESOLVED, that upon the Member's execution and delivery of the Assignment
Agreement, and upon the General Partner's admission to the Partnership, the General Partner is
hereby authorized to execute and deliver a Partnership Resolution (the "Partnership
Resolution"), the form of which is attached hereto as Exhibit A-1, in order to authorize the
Partnership's participation in the transactions described herein and in the Partnership Resolution;
and
FURTHER 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, without any further action or consent from the Member, to execute
and deliver the Partnership Resolution.
7. CONSTRUCTION CONTRACT
WHEREAS, in connection with the construction and development of the Apartment
Complex, the Parmore Anna Contractor, LLC will serve as general contractor (the "General
Contractor"); and
WHEREAS, the Member is the sole member of the General Contractor; and
WHEREAS, the General Contractor, will enter into a construction contract with the
Partnership (the "Construction Contract") and a master subcontract with JPI Construction, LLC,
(the "Master Subcontract and together with the Construction Contract, the "Construction
Documents");
RESOLVED, that the President (or in his absence, any officer of the Member), acting on
behalf of the General Contractor, is hereby individually authorized to (i) execute and deliver the
Construction 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 General
Contractor to perform the General Contractor's obligations thereunder.
8. AUTHORIZATION AND RATIFICATION
RESOLVED, that the President (or in his absence, any officer of the Member), acting on
behalf of the Member, acting on its own behalf or on behalf of the General Partner, acting on its
own behalf or on behalf of the Partnership, is individually authorized to (a) sign, certify to,
acknowledge, deliver, accept, file, and record any and all instruments and documents, and (b)
take, or cause to be taken, any and all such action, in the name and on behalf of the Member, 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.
FURTHER RESOLVED, that any and all action taken by the President (or in his absence, any
officer of the Member), acting on behalf of the Member, acting on its own behalf or 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]
ExHMrr A-1
FORM OF PARTNERSHIP RESOLUTION
ANNA SENIOR LIVING, LP
PARTNERSHIP RESOLUTIONS
12022
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
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
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
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. Ai1THORIZATION 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,
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]
PASSED AND APPROVED this / uay of C �A 2022.
ANNA SENIOR LIVING GP, LLC
By: Anna Housing Finance Corporation, its Sole
Member
By ar`
Nate Pike
President
ANNA HOUSING FINANCE CORPORATION
The undersigned officer of the Anna Housing Finance Corporation (the "Sale Member"),
sole member of Parmore Anna Holdings, LLC, 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
By
Nate Pike
President
sole member resolution (ground lessor) (2).docx
2294734