HomeMy WebLinkAboutTHE HIGHLANDS AT HOPE HOUSE INC SUBORDINATION AGREEMENT
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Book 01167:1299 Augusta - Richmond County
2oo8009799ll3'101200813:09:45.06
$40.00 AGREEMENT
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2008009799 Augusta - Rlchmof)d County
After recording return to:
Calloway Title & Escrow, LLC f;..
David W. Dudley 1.- ~OIlGlf
4170 Ashford Dunwoody Rd. Ste. 285
. Atlanta, Georgia 30319
After recording,
return to:
John G. Grubb. Jr.
P.O. &Q 447
McCiy~iI\e, Georgia 30555
SUBORDINATION AGREEMENT
This Subordination Agreement is made March 6, 2008, among City of Augusta,
Georgia (the "Junior Lender"), The Highlands at Hope House, Inc., a Georgia corporation
("Borrower"), the State Housing Trust Fund for the Homeless Commission ("SHTF"),
and the Georgia Housing and Finance Authority, a public corporation and instrumentality
existing under Georgia law ("GHF A").
REelT ALS:
A. GHF A is making a construction loan in the maximum amount of
$3,6] 7,249.00 (the "GHFA Loan") to Borrower. The terms and conditions for the GHFA
Loan are set forth in the Loan Agreement. If the conditions in the Loan Agreement are
met, the GHF A Loan will convert to a permanent loan. The GHF A Loan is evidenced by
the GHF A Note and, among other things, is secured by the GHF A Deed and the GHF A
Assignment.
B. SHTF is making a construction loan in the maximum amount of
$471,000.00 (the "SHTF Loan") to Borrower. The terms and conditions for the SHTF
Loan are set forth in the Loan Agreement. If the conditions in the Loan Agreement are
met, the SHTF Loan will convert to a permanent loan. The SHTF Loan is evidenced by
the SHTF Note and, among other things, is secured by the SHTF Deed and the GHFA
Assignment.
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C. Junior Lender has made a loan in the amount of $1 83,43].43 (the "Junior
Loan") to Borrower. The Junior Loan is evidenced by the JW1ior Note and secured by the
Junior Deed.
D. Since GHFA, SHTF, and Junior Lender have interests in the same real and
personal property, they wish to set forth their priorities and other agreements relating to
the Property and Collateral.
NOW, THEREFORE, in considemtion of $10.00, the mutual covenants in this
Agreement, and other good and valuable consideration, the parties agree as follows:
I. Definitions. In addition to terms defined elsewhere in this Agreement, the
following capitalized terms shell have the following meanings:
"Collateral" means the personal property described in Exhibit B;
"Foreclosure" or "Foreclose" includes the exercise of a power of sale under a
deed to secure debt or a deed in lieu of foreclosure.
"GHF A Assignment" ~~s the ~ssignment of Leases, R.ehts, apd Se~urity
Deposits from Borrower to GHF A, relating to leases for the Property;
UGHF A Deed" means the Deed to Secure Debt and Security Agreement from
Borrower to GHF A. conveying the Property and granting GHF A a security interest in the
Collateral;
"GHF A Loan Documents" means the Loan Agreement, GHF A Note, OHF A
Assignment, the GHFA Deed, the.GHFA UCC, and any other instrument or. agreement
from Borrower to GHFA executed now or in the future relating to the Loan, the Property,
or the Collateral;
"GHF A Note" means the promissory note from Borrower to GHF A in the amount
of $3,617,249.00;
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"GHF A UCC" means the uec financing statement, naming Borrower as
"Debtor" and GHF A ~ "secured party" and describing the CoIIateral;
"Junior Deed" means the Deed to Secure Debt from Borrower to Junior Lender,
conveying the Property as security for the Junior Loan, recorded at Deed Bocik 1150,
page 1798 of the Richmond County, Georgia, real estate records;
"Junior Loan Documents" means the Junior Note and Junior Deed, and any other
agreements or instruments relating to the Junior Loan;
"Junior Note" means the promissory note from Borrower to Junior Lender in the
amount of $] 83,43] .43;
"Lender" means GHFA, SHTF, or Junior Lender;
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Book 01167:1301 Augusta - Richmond County
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"Lenders" means GHFA, SHTF, and Junior Lender or, depending 011 the context,
2 oithe 3;
"Loan Agreement" means the Construction/Pennanent Loan Agreement between
Borrower, SHTF, and GHF A;
"Loan Documents" means the GHF A Loan Documents, SHTF Loan Oocuments.
and the Junior Loan Documents;
"Loans" means the GHF A Loan, SHTF Loan, and the Junior Loan;
"Property" means the real property described in the attached Exhibit A;
"Senior Lender" means GHFA or SHTF.
"Senior Lenders" means GHFA and SHTF.
"Senior Loans" means the GHF A Loan and the SHTF Loan;
"Senior Loan Documents" means the GHF A Loan Documents and the SHTF
Loan Documents;
"SHTF Assignment" means the Assignment of Leases, Rents, and Security
Deposits from Borrower to SHTF, relating to leases for the Property;
"SHTF Deed" means the Deed to Secure Debt and Security Agreement from . . .
Borrower to SHTF, conveying the Property and granting SHTF a security interest in the
Collateral;
"SHTF Loan Documents" means the Loan Agreement, SHTF Note,SHTF
Assignment, the SHTF Deed, the SHTF UCC, and any other instrument or agreement
from Borrower to SHTF executed now or in the future relating to the Loan, the Property,
or the Collateral;
"SHTF Note" means the promissory note from Borrower to BHTF in the amount
of $471,000.00;
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"SHTF UCC" means the UCC financing statement, naming Borrower as "Debtor"
and SHTF as "secured party" and describing the Collateral;
When used in this Agreement, "including" means "incJuding (but not limited 10)"
unless otherwise provided, and "its Loan Documents" or "respective Loan Documents"
or similar phrases means the loan documents of a Lender or of the Lender or Lenders that
are referenced in the sentence in which the phrase appears.
2. Priority.
(a) Lenders hereby agree that the priority of the Loan Docwnents and the security
title, liens, and security interests created or granted under the GHF A Loan Documents,
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SHTF Loan Documents, and the Junior Loan Documents and the rights, powers. and
privileges granted to the Lenders under their respective Loan Documents shall be 8S
follows:
first priority (shared)--the Senior Loan Documents; and
second priority-the Junior Loan Documents.
From and after the date of this Agreement, all of the debt, rights, title, lien, and interests
of Junior Lender created or evidenced by the Junior Loan Documents shall be subject and
subordinate to all of the debt, rights, title, lien, and interests created or evidenced by the
Senior Loan Docwnents. This priority shall prevail notwithstanding any of the following:
(1) the time of the making of the Loans; (2) the time or order of recording or filing of any
of the Loan Documents; (3) the time of the funding of the Loans; or (4) any contrary
language in any of the Loan Documents.
(b) If JWlior Lender acquires by subrogation or otherwise a: lien or interest in the
Property or the Collateral, any such lien or interest is also subject and. subordinate to
Senior Lenders' debt, rights, title, lien, and interests created or evidenced in the Senior
Loan.Documents.as_ pro:v.ided.above. Junior Lender shall not.accepLan~ .payment -from .or
on behalf of Borrower or any payments of rent from the Property except jn compliance
with this Agreement. Notwithstanding the foregoing or any other provision of this
Agreement, until Junior Lender receives written notice that Borrower is in .default Wlder
the Senior Loan Documents, Junior Lender may accept and retain all regularly scheduled
payments (but not prepayments or accelerated payments) from Borrower under the Junior.
Loan l)ocuments; provided, however, if Junior Lender receives. such a payment and
subsequently receives a notice of default from Senior Lenders indicating that GHFA or
SHTF has not been paid for a period of time in which Junior Lender has received a
payment or payments from or on behalf of Borrower, Junior Lender shall notify Senior
Lenders of any such payment and pay any such payment to GHF A promptly upon
request. If Junior Lender receives a payment from Borrower or any other source on .
behalf of Borrower in violation of this Agreement or receives any rents from the
Property, Junior Lender shall receive such amount and hold it in trust for Senior Lenders,
shall notify Senior Lenders of such receipt, and shall promptly pay it to GHF A upon
request.
3. Additional Loans and Advances. Without the prior consent of the other
Lenders, a Lender shall not make advances under its Loan Documents thatwould cause
the outstanding principal balance to exceed the maximum principal balances set forth in
the Recitals, Wlless the advance is needed to protect the Lender's interest in the Property
(such as payment for real estate taxes, property insurance premiums that are in arrears,
repairs, or completion of the Work, ,cure payments on behalf of Borrower, or the release
of insurance proceeds or condemnation awards, all of which are referred to as a
"Protective Advance"), and no Lender shall make any other loans to Borrower that are
secured by the Property or the Collateral. If GHF A or SHTF makes a Protective Advance
(with or without the consent of Junior Lender and regardless of whether GHFA or SHTF
is required to make those kinds of advances under tbe Senior Loan. Documents), the.
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priorities set forth in this Agreement shall apply to the full amount of the GHF A Loan or
SHTF Loan (as the case may be), including the amount of any such Protective Advance.
Nothing in the foregoing prohibits a Lender from waiving any of its rights and privileges
under its Loan Documents or permitting any departure by Borrower from the
performance of its duties and obligations, and any such waiver or departure shall not
require the consent of any other Lender.
4. Amendments. Subject to the provisions of ~3, without the prior consent of
the other Lenders (which consent shall not be unreasonably withheld), a Lender shall not
amend, modify, renew, or extend the provisions of its Loan Documents. If, however,
there is a default under the Senior Loan Documents, which default has not been cured "by
Borrower within any applicable cure period or by the Junior Lender pursuant to section 9
of this Agreement, a Senior Lender may aDlend, modify, renew, or extend the provisions
of its Loan Documents without any notice to or consent from the Junior Lender, and
Junior Lender acknowledges and agrees that the amended Senior Loan Documents are
entitled to the priority set forth in this Agreement~ If a Lender's Loan Documents are
amended, the Lender agrees that the other Lenders shall be notified in writing and
provided with a copy of the amended Loan Documents promptly upon request.
5. Senior Lenders"R:eoreserrtations. Senior Lenders warrant that the copies
of the Senior Loan Documents provided Junior Lender are true, correct, and complete
copies of the Senior Loan Docmnents, the debts evidenced by the. Senior Loan
Documents are the only debts secured by the GHF A Deed; GHF A Assignment, SHTF .
Deed, and SHTF Assignment; and there is currently no default under the Senior Loans
and no event has occurred; whiCh with the giving of notice or the passage of time. would
be such a default. .
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6. Junior Lender Representations and Acknowledgements. Junior Lender
warrants that Exhibits C and D are true, correct, and complete copies of the Junior Note
and Junior Deed and the debt evidenced by Jlmior Note is the only debt secured by the
Junior Deed. Junior Lender acknowledges and agrees as follows: (a) it has reviewed the
Senior Loan Documents; (b) a default under the Junior Loan Documents is also a default
under the Senior Loan Documents; (c) Neither Senior Lender bas any duty under this
Agreement or the Senior Loan Documents to oversee Borrower's application of the
proceeds of the Senior Loans, and Senior Lenders' priority under this Agreement will not
be affected by any failure or purported failure to do so; (d) if a Senior Lender consents to
8n action of BOlTower under its Loan Documents (such as tlle granting of an easement),
Junior Lender shall be deemed to consent to any such action, as well; and (e) Neither
Senior Lender owes Junior Lender any duty with respect to the valuation, use, release,
liquidation, realization on, or protection afthe Property or Collateral.
7. No Default Created by Loans. Each Lender agrees that Borrower's
execution and delivery of any other Lender's Loan Documents does not create an event
of default under its Loan Documents. Notwithstanding any prohibition of inferior liens in
the Senior Loan Documents, but subject to the terms of this Agreement, Senior Lenders
agree that the Junior Lender may record the Junior Deed (if Junior Lender has not already.
done so).
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8. Cure Provisions. If a default occurs under the Junior Loan Documents, the
Junior Lender shall notify Senior Lenders in writing within 5 business days of Junior
Lender's knowledge of the default, which notice shall specify the nature of the default.
For a period of 45 days following Senior Lenders' receipt of such notice (the "Cure
Period"), Junior Lender will not exercise any of its remedies under its Loan Documents
or institute any legal action against the Borrower or the Property, including accelerating
the maturity of its Note or instituting Foreclosure. During the Cure Peliod, Senior
Lenders shall have the right (but not the obligation) to cure Borrower's default without
meeting any requirements as to the assumption of the Junior Note. If a Senior Lender
cures the default within the Cure Period or if Borrower cures the default, then the Junior
Loan shall be deemed reinstated, and, in the latter case, Junior Lender shall notify Senior
Lenders of the cure. If neither Borrower nor Senior Lenders cUre the default within the
Cure Period or if Senior Lenders inform Junior Lender during the Cure Period that they
do no.t intend to cure the default, Junior Lender may proceed to exercise its rights and
remedies under the Junior Loan DDcuments withDut further notice to. or consent from
Senior Lenders (but subject to the prior rights of Senior Lenders under this Agreement).
9. Standstill Provisions. If a default. occurs under the Senior Loan
Documents, GHFA shall notify the Junior Lender in writing within 5 business days of
GHF*,s-knuwledge ohhe default, which notice shall-specify the nature of'the'default.
Upon receipt of such notice, if the default is a monetary. default, the Junior Lender shall
not accept any payments from Borrower required by the Junior Loan Documents and
shall not take any action with respect to the Property or Collateral. If the default is a
monetary default and. Junior Lender receives a payment from Borrower Qr. receives a
distribution of any part of the Collateral from Borrower, Junior Lender shall hold such
payment or such Collateral. in trust for the benefit of Se~ior Lenders and shall promptly
deliver it to GHF A in kind for application to the Senior Loans.
For a peiiod of 45 days after the Junior Lender's receipt of such notice (the
"Period"), the Junior Lender shall have the right (but not the obligation) to cure the
default under the Senior .Loans; provided, however, if the default is a non-monetary
default that the Junior Lender is incapable of curing (such as a bankruptcy, the insolvency
of Borrower, or an assignment for the benefit of creditors by Borrower), there shall be no
Period. During the Period, Senior Lenders shall not accelerate the debt evidenced by tbe
Senior Loan Documents or exercise any other remedies they may have under the Senior
Loan Documents, but Senior Lenders may begin advertising for Foreclosure during the
Period, so long as the foreclosure sale occurs after the Period has expired with no cure, If
Junior Lender cures the default within the Period or if Borrower cures the default within
any applicable cure period, the Senior Loans shall be deemed reinstated. If Borrower
cures the default, GHFA shall promptly notify .lunior Lender of the cure. If neither Junior
Lender nor Borrower cures the default within the Period or Junior Lender notifies Senior
Lenders during the Period that it does not intend to cure the default and Borrower's right
to cure (if any) has expired, Senior Lenders shall have no further obligation to allow the..
Junior Lender to cure the default and may exercise any rights and remedies they may
have resulting from the default.
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If Borrower's default is, not cured, and GHFA or SHTF has not Foreclosed
Borrower's interest in the Property within 180 days after giving the Junior Lender 'notice
of default under the Senior Loans or reached a work-out agreement with Borrower or an
agreement to waive the default or forbear pursuing its remedies for the default, the Junior
Lender may pursue whatever remedies it may then have against Borrower, subject to the
terms of this Agreement
] O. Bankruptcy. Without the prior written consent of GHF A, Junior Lender
shall neither start nor participate in starting an involuntary bankruptcy proceeding
(including a reorganization under Chapter] J of the Bankruptcy Code) against Borrower
or petition or participate in the petitioning of any court for a receiver or trustee for the
Property, Collateral, Or Borrower. If Borrower files or has filed against it a bankruptcy
proceeding or a receivership proceeding, Junior Lender shall not accept any distribution
from the court, trustee, or receiver in any such proceeding without the prior consent of
GHF A, unless all amounts due under the Senior Loan Documents bave been paid in full,
and Junior Lender hereby assigns to Senior tenders any claim that it may have against
Borrower in any such proceeding until such time as all amounts due under the Senior
Loan Documents have been paid in full. Further, if any payment to a Senior Lender made
before the commencement of any such proceeding is declared to be a preferential transfer
ora'Senior Lender is required to return any such payment for any \>ther 'reason; :-Juhlor
, Lender acknowledges and agrees that it'shall remain subordinate to such Senior Lender's
interests, including the increased amount of debt caused by the return of such payment or
payments.
1 L Casualty and Condemnation. JI there is a taking .or threatened taking by
condemnation or the exercise of a power of eminent domain (collectively, a "Taking") or
the Property is damaged or destroyed by fire or some other hazard (collectively, a
"Casualty"), Junior Lender agrees that its right to participate in any action, adjustment,
settlement, award, or insurance proceeds resulting from the Taking or Casualty (under the
Junior Loan Documents or otherwise) is subordinate to Senior Lenders' rights under the.
Senior Loan Documents. Senior Lenders shall have the sole right to determine how the
proceeds or award received due to a Taking or Casualty shall be applied and shall apply
such proceeds in accordance with the Loan Agreement. If Senior Lenders make insurance
proceeds or a condemnation award to which they are entitled under the Senior Loan
Documents available to Borrower for the restoration of the Property, Junior Lender shall
be deemed to have consented to such use of the proceeds, shall also make available to
Borrower for the purpose of restoration the insurance proceeds or condemnation award (if
any) to which it is entitled under the Junior Loan Documents, and the priorities set forth
in t11is Agreement shan not be affected by any such use of the proceeds. If Senior Lenders
apply such proceeds or award towards payment of the Senior Loans, their rights and
interests in any such amounts shall not terminate until all amounts owed under the Senior
Loan Documents are paid in full and, upon that occurring, any excess shall be promptly
delivered to Junior Lender.
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12.
Escrows and Reserves.
(a) Junior Lender acknowledges that the Loan Agreement requires Borrower to
fund a reserve for the payment of real estate ta'lCes, assessments, insurance premiums, and
like charges (the "T &1 Reserve"), a reserve to be used in case of operating deficits (the
"ODR"), and a reserve for capital repairs and replacements (the "Replacement Reserve").
So long as GHF A is enforcing those provisions of the Loan Agreement, Junior Lender
shall not enforce any similar provisions of the J1UJior Loan DOCUments, provided the
reserve being administered by GHF A or its agent is being funded with an equal or greater
amount than the amount required under the J1Dlior Loan Documents 8l1d is otherwise
sufficient to accomplish the same objectives as the escrow or reserve set forth in the
Junior Loan Documents.
13. Notices. Any notice, demand, or other communication required or
permitted under this Agreement shall be deemed given and received on the date it is
personally delivered to the party to whom it is addressed or on the third day after it is
deposited in the U.S. mail, certified mail, return receipt requested, postage prepaid or
when hand delivered by the party or a courier or overnight delivery service. The
addresses to_be used for the parties are: .
if to GHFA:
Georgia Housing and Finance Authority
60 Executive Park South. N.E. .
Atlanta, Georgia30329-2229
Attn: Jennifer Adams (during construction)
Attn: Asset Management Section (after completion of construction)
if to SHTF:
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State Housing Trust Fund for the Homeless Commission
60 Executive Park South, N.E.
Atlanta, Georgia 30329-2229
Attn: Asset Management Section
If to Junior Lender:
City of Augusta, Georgia
925 Laney Walker Boulevard
Augusta, Georgia 30901
Attn: Chester A. Wheeler, Hl, Housing and Community. Development
Director
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Book 01167:1307 Augusta - Richmond Count
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If to Borrower:
The Highlands at Hope House, Inc.
c/o Hope House, Inc.
2542 MilledgevilJe Road (physical 30904)
P.O. Box 3597
Augusta, Georgia 30914
14. No Modification to or Approval of Loan Documents. This Agreement is
not intended to modify and shall not be constJued to modify any terms or provisions o(
any Lender's Loan Documents, but, if there is a conflict or inconsistency between the
terms of this Agreement and the terms of a Lender's Loan Documents, the terms of this.
Agreement shall control as between the Lenders. By executing this Agreement, a Lender
is not approving the terms of the other Lend~:r's Loan Documents, and, apart from S3,
nothing in this Agreement limits the right of Borrower to negotiate with any Lender
regarding the tenns of the loan from that Lender. Each Lender has extended credit to
Borrower based On the Lender's own assessment of the creditworthiness of Borrower,
and neither Lender has relied upon the other Lender or any information it may have
provided in milingits decision. Apart from specific information or notices.that must-be
gh/en to another Lender under this Agreement, no Lender is required to notify another
Lender of its dealings with Borrower, Borrower's [mancial status, or any other
information relating to Borrower or its loan to Borrower. By executing this Abtteement, a
Lender is not assuming any responsibility to oversee Borrower's application of any
advances made to Borrower by such Lender.
IS. Further Assurances. So long as this Agreement is in effect, each Lender or
any subsequent holder of each Lender's security deed (as the case may be) shall execute, .
acknowledge, and deliver upon reasonable demand of another Lender any further
documents or instruments for the purpose of confirming and effecting the subordination
and the agreements set forth in this Agreement.
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J 6. Estoppel Certificates. Within 15 days after receipt of written demand from
another Lender, the Lender receiving the demand shall execute, acknowledge, and deliver
to the other Lender a certificate stating the total amount of debt owed to the party and
secured by the Property and whether to the Lender's knowledge a default exists under
any of the Lender's Loan Documents or any condition exists, which with the giving of
notice or passage of time, would result in a default. AIl such certificates shall be
conclusive as to the matters stated in them and shall be binding upon the party giving the
certificate. A Lender shaH not be obligated to give such B certificate more frequently than
once every calendar quarter.
} 7. Priority Retained. This Agreement is expressly limited in application to
the GHF A Loan Documents, SHTF Loan Documents, and Junior Loan Documents, and,
notwithstanding the subordinations and priorities set fOIth in this Agreement by the
parties, the parties' priorities are retained as against all third parties and other instruments .
or liens as if this Agreement did not exist.
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l8. Benefit. This Agreement shall inure to the benefit of and be binding on the
parties and their respective Successors and assigns (including all subsequent holders of
any note, security deed, assignment, or other instrument mentioned in this Agreement).
19. Term. The term of this Agreement shall begin On the date of this
Agreement and continue until the first of the following occurs: (a) the Senior Loans are
paid in full; (b) a Senior Lender's acquisition of title to the Property by Foreclosure; (c)
Junior Lender's acquisition of the Property in accordance with the requirements of this
Agreement; or (d) the Junior Loan is paid in full.
20. Miscellaneous.
(a) Relationship of Parties. This Agreement is not intended to create and does /
not create the relationship of partners or joint venturers between the parties.
(b) Governing Law. This Agreement shall be cons1rued, interpreted, and
enforced in accordance with Georgia law.
(c) Amendment This Agreement shall not be amended except in a writing
signed by all parties.
(d) Contestim;z Liens. No Lender shall contest the validity, perfection, or
enforceability of any lien, security interest, or security title granted another Lender.
(e) No Waiver. GHF A's or SHTF's rights and priorities-under this Agreement
shall not be waived or prejudiced by any act or failure to act of Borrower or Junior
Lender. No action of GHF A or SHTF permitted under this Agreement shall in any way
affect or impair the rights of GHF A or SHTF or the obligations of Junior Lender under
this Agreement No delay on the part of GHF A or SH1F in exercising any .rightor
remedy shall operate as a waiver of such right orremedy, unless GHFA orSHTF (as the
case may be) explicitly waives such right or remedy in writing, and GHFA's or SHTF's
partial exercise of any right or remedy shall not preclude a further exercise of the right or
remedy.
(f) Third-Party Beneficiary. The parties do not intend that any person or
entity not a party to this Agreement shall be a third-party beneficiary of this Agreement.
(g) Recitals and Exhibits. The Recitals and the attached exhibits are a part of
this Agreement
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(h) Borrower Acknowledgement. Borrower acknowledges and agrees that
nothing in this Agreement grants Borrower a cure period or extends or alters the time
within which Borrower may cure a default under the Loan Documents or give Borrower
the right to notice of a default, unless that right to notice is contained in the Loan
Documents.
[Signatures begin on next page]
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Book 01167:1309 Augusta - Richmond County
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IN WITNESS WHEREOF, through their duly authorized officers, partners, or
representatives, Junior Lender, Borrower, and GHF A have executed this Agreement
under seal on the above date.
Signed, sealed, and
delivered in the
presence of:
~1;i~;S 0 LJry
p tthlIltwdt/
.' N . t8I)7 Pub c , . .
':~"""'..-~.0IDIaIII
....~. . ..I..r;il.......~~'201f
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CITY OF AUGUSTA, GEORGIA
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By~ .,
. .])eke - =. Mayor ;1lJ
By: fiJI)2/
/ Frederick Russell
/ City Administrator
By: ~~~
Chester A. Wheeler, III, Director,
Housing and Community Dev~lopplent
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[signatures continued on next page]
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(311&10J 1I0029449:i.DOCvI) 11
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Signed, sealed, and
delivered in the
presence of:
uno~d~L~~-
U~ci~~iL Jb~
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Book 01167:1310 Augusta - Richmond County
2008009799 03/10/2008.13:09:45.06
GEORGIA HOUSING AND FINANCE
AUTHORITY
L-
By:
Cannen Chubb
A~s.ist~t Commissioner for Housing
Attest: ~.~ . \111111/
. \\\,," ""1/
Don Watt, Drrector, Office of ,\\\\' G & FI~/I'I//
. .. ..... ~" ~~ ;.o~
SpecIal HOUSing ImtlatlVes ~oI:' ~C3 ............... (I ~
~ 0 .' '. ~ ~
f .:t' /GOfPOT<lt. \ ~ ~
[SEAL] ~ s i $ ! ~ g
~ 0 ~ ----- ; :t ~
~. ~ ~ ~EAL .. 0 ""
-~..Q"~"),.j, ........ ~ ~
%. '\>"0 ..... ..... 'Y $'
'... ............ "".,;;;.'
''/~ G.'cORG\"'. ",,-
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STATE HOUSING TRUST FUND 111"1,","""",\\,,
FOR THE HOMELESS COMMISSION
BY:~~
Carmen Chubb
Assistant Commissioner for Housing
Aires!: ~ ~
Don att, Director, Office of
Special Housing lnitiatives
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Signed, sealed, and
delivered in the
presence of:
Wit~~/q F lirk;
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Book 01167:1311 Augusta - Richmond County
200800979903/10/2008 13:09:45.06
THE HIGHLANDS AT HOPE HOUSE, INC.
Title:
Attes~~
Title:~~~~
[SEAL]
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Book 01167:1312 Augusta - Richmond County
200800979903/10/2008 13:09:45.06
EXHIBIT A
All that certain piece, parcel or tract of land, containing 5.22 acres, in the City of
Augusta, Richmond County, Georgia, and being more particularly described as follows:
Beginning at a #5 rebar located at the southwestern quadrant .jntersection of
Highland A venue and Georgia Railroad, said rebar being the Point of Beginning;
thence continue along the western right-of-way of Highland Avenue
S22048'13"W for a distance of 5] .38' to a calculated point; thence continuing
along the western right-of-way of Highland A venue 82201 O'OO"W for a distance
of 65.91' to a calculated point; thence continuing along the western right-of-way
of Highland Avenue S68026'05"E for a distance of 59.99' to a #5 rebar found;
thence continuing along the western right-of-way ofJ-lighland Avenue
Sl 0034'22"W for a distance of271 .03' to a #4 rebar found; thence turning and
running. along..prQperty...of_lloW or Jormerl~ _Sasser..P.roperties .liC .N62 oJ.8~18 "W
for a distance of 123.06' to a 1" open top iron found; thence continuing along
property ofnow or formerly Sasser Properties LLC N78019'l 9"W for a distance
of 32 J .67' to a #5 rebar found located on the eastern right-of-way of Chloe Lane;
thence turning and running along the eastern right-of-way of Chloe Lane
NQ3054'09"W for a distance of 361.96' to a #5 rebar found; thence continuing
along the eastern right-of-way of Chloe Lane N38030'56"W for a distance of
37.34' to a #5 rebar found; thence turning and running along property of now or
formerly Mulherin Lumber, Co. N460]]'OJ liE for a distance of253.24' to a #4
rebar found located on the southern right-of-way of Georgia Railroad; thence
turning and running along the southern right-of-way of Georgia Railroad
S43054'28"E for a distance of 116.43' to a #4 rebar found; thence turning and
running along the southern right-of-way of Georgia Railroad S46056'23"E for a
distance of 103.65' to a #5 rebB! found; thence turning and running along the
southern right-of-way of Georgia Railroad S49056'25"E for a distance of.l 02.86'
to a #5 rebar found; thence turning and running along the southem right-of-way of
Georgia Railroad S52050'02"E for a distance of] ] 6.26' to a #5 rebar found, the
Point of Beginning.
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Book 01167:1313 Augusta - Richmond County
2008009799 03/10/2008 13:09:45.06
EXHIBlT B
DESCRIPTION OF COLLATERAL
The "Collateral" is the following described property, whether such property is
now owned or created, entered into, or acquired in the future, including any additions,
substitutions, Or replacements for any such property and any products or proceeds from
any such property:
(J) All fixtures located on, attached, or affixed to the Property.
(2) All articles of personal property, including all furniture and furnishings
affixed or attached to, placed upon, or used in :my way in connection with the use, enjoy-
ment, occupancy; or operation of the Property;
(3) All funds (including funds in any reserve relating to the Property required
under the Loan Agreement), accounts, instruments, accounts receivable, documents,
general intangibles (including trademarks, service marks, trade names, and symbols used
. in conneCtion with the Property) and notes or chattel paper arising from any transactions
related.to the Property (collectively, the "General Intangibles");
(4) All rents, royalties, issues, profits, revenue, income, and other benefits of .
the Property or arising from the use or enjoyment of it or from any lease, sublease,
license, concession, or occupancy agreement pertaining to it or arising from any of the
General Intangibles; and all leases, subleases, licenses, concessions, and occupancy
agreements for the Property, including cash or securities deposited to secure. performance
by the tenants, lessees, sublessees, or licensees, as applicable, of their obligations,
whether the cash or securities are to be held until the expiration of the terms of the leases;
subleases, licenses, concessions, or occupancy agreements or applied to one or more of
the installments of rent coming due before the expiration of their terms;
(5) All building materials, supplies, and equipment located on the Propelty
and all right, title, and interest of Borrower in and to all architectural renderings, models,
plans, specifications, studies,.and data relating to the improvements on the Propelty;
(6) All contracts by Borrower relating to any part of the Property and all
revenue, income, and other benefits from them, including service contracts, maintenance
contracts, construction contracts, and management or operation contracts; .
(7) All monetary deposits from Borrower to any public or private utility for
utility service for the Property and all right, title, and interest of Borrower in water taps,
sewer taps, and other utility services relating to the Property; .
(8) AJJ permits, licenses, franchises, certificates, and other rights and
privileges obtained in connection with the Property and an warranties and guaranties
relating to the improvements on the Property or to any fixtures, equipment, furniture, .
furnishings, personal property, and any of their components or installed on the Property; .
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Book 01167:1314 Augusta - Richmond County
200800979903/10/2008 13:09:45.06
(9) All records and books of account relating to the rental, operation, and
rehabilitation or construction of the Property;
(J 0) All policies of insurance Borrower is required to maintain pursuant to the
GHFA Loan Agreement or any of the other GHFA Loan Documents;
(J I) All proceeds (including claims and demands for proceeds) from the
voluntary or involuntary conversion of any Collateral into casb Or liquidated claims,
including insurance proceeds relating to the Property or any Collateral and condemnation
awards; and
(12) All other or greater rights and interests of every nature in the Property or
in its possession or use and income from it.
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Filed in this office:
Augusta - Richmond County
03110/200613:09:45.06
Elaine C. Johnson
Cieri< of Superior Court