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HomeMy WebLinkAbout2011-09-26 11-290 ORDERItem No, 11 254 Data; SeRtember 26 2011 Item/Subject: ORDER, Authorizing Exacution of an Amended and Restated Inbrcrediter Agreement and Amended and Restated Assignment of Crack Enhancement Agreement with Volunteers of America NNE (VOANNE) Bangor Senlor Housing, L.P., Bangor Savings Bank the United States of America and the Maine State Housing Authority— 315 Harlow Street Responsible Department• Legal Commentary: This Order will authorize the City Manager m execute the Amended and Restated Intercreditor Agreement and Amended and Restated Assignment of Credit Enhancement Agreement. In November 2003, the Volunteers of America (VOANNE), obtained loans to construct and develop real estate on Harlow Street for senior lowincome rental housing. At that time the lenders had altered into an Intercreditor Agreement that set out the lenders rights in relation to each other. The City of Bangor has previously committed to make an $18,228 loan to VOANNE under the Community Development Block Grant Program. ThIs is a forgivable loan If VOANNE meets cabin conditions regarding housing. Constmodon has been completed and VOANNE wants m proceed on the dosing for the Ory loan and to get permanent financing in place with various lenders. In lune 2011 the City Council authorized the execution of an Amendment to the Intercredbor Agreement. Subsequently the other parties wanted to change R to a new Restated Intercreditor Agreement. This does net substantively change the City's obligation under the agreement. In addition Maine State Housing Audronty (MSHA) has asked that the Gty acknowledge and consent to the Credit Enhancement Agreement between MSHA and VOANNE. These agreements include a provision that all parties notify the others In the event that any have to take any action on their respective mortgages. This was reviewed the Business and Economic Committee on September ], 2011 and unanimously recommended for approval. Department Head Manager's Comments: S �u tY1.itA.0�e City Manager Associated Information: Order, Agreement Finance Director / Ory SOIICQOr Introdncetl for CONSENT AGENDA x Passage _ Most Reading Page _ of _ Referral 11 250 ✓� Asianedto Councilor _ weston September 26, 2011 lex CITY OF BANGOR (TITLE.) ORDER, Authorizing Execution of an Amended and Restated Intemneditor Agreement and Amended and Restated Assignment of Credit Enhancement Agreement with Volunteers of America NNE (VOANNE) Bangor Senior Housing, L.P., Bangor Savings Bank, the United States of America and the Maine State Housing Authority — 315 Hanow Street By the City Council of the Oty of Bangor. ORDERED, THAT Catherine M. Conlow, City Manager of the City of Bangor, is hereby authorized, om behalf of the City of Bangor, to execute an Amended and Restated Intercreditor Agreement by and between the City of Bangor, VOANNE Bangor Senior Housing, L.P., Bangor Savings Bank, the United States of America and the Maine State Housing Authority and Amended and Restated Assignment of Credit Enhancement Agreement. Said Agreements shall be substantially the same form as attached hereto and in a final form as approved by the City Solicitor or Assistant City Solicitor. IN "I COUNCIL September 26, 2011 Passed dutbawity .315 Harlow Street 11 290 MAUVE STATE HOUSING AUTHORITY AMENDED AND RESTATED ASSIGNMENT OF CREDIT ENHANCEMENT AGREEMENT This Amended and Restated Assignment of Credit evbancemevt Agreement (this "Assigmumt') is entered km this _day of Septembet, 2011 by and buween VOANNE Bangor S or Housing, 4P., a Maine limited partnership with a mailing address of c/o Voldamem of America NoNnem New England, 14 Maine Street, Suite 205, Brmaovo k, Make, 04011, (the "Developers), and Maine State Howmag Authority, a pubkc body, corpomm and politic surd kattummtality of the Store of Maier with a mailing address of 353 Water Street, Augusta, Make, 04330-0633, WHEREAS, the Developer executed a amain Assignment of Credit ENnavcanent Agreement in favor ofMaineHousivg dated Novembee 19, 2009 (the "Original Assignment') to came certain loans by MaineHousing to the Developer for the construction and permanent financing of a ceemk 54uum maidmdal mend project for persona who are elderly (plus one unit for a resident manager) naw or formerly known as Millet Square on Harlow located at or nen 315 Harlow Street. Baagnr, Penobscot County, Make (Ihe'Developmene; WHEREAS, the amount of said mane made by MaineHousing bas changed dosing the combustion of the Development; and WHEREAS, the Developer has agreed m execute flus Assignment to comecdy reflect rhe financing made by MakeHousing and secured by due Assignvne n. NOW THEREFORE, k consideration oftbe modification of the fivar ring made by MaineHousing and other good and valuable consideration, the receipt and sufficiency ofwbich are acknowledged by rhe pates huem, Makellouskg and the Developan agree rhe Oegkal Assignment is hereby amended and restated k it entirety as follows. 1. Capimliaed tum, road hercirtaRer and defined in the ordeals of this Assignment shall have the mrsamep set forth in said maims mess expressly defined otherwise herein. 2. In consideration of loans in the aggregate principal amount of $4,926AM rands by Maineffi using to the Developer foe the construction and pemanmt financing of the Development (cogaaivdy, the "loans'), and for other good and valuable consideration paid by Mamelloudng, rhe receipt and sufficiency of which is hereby acknowledged, Developer hereby absolutely and unconditionally gmvts, conveys, assigns, mambas and sets over unto Mauteflouskg the following A. Ad right aide and interest of Developer k and to that manna Credit Enhancement Ag«mmt dared November I8, 2009 by and berwem the Developer and the City of Bangm, indudkg au amendments and condi&aeons thereto and A replacemmm and substitutions thereof Make State Housing Authotty Amended and RnmW Assigrmeut of Credit Enhancement Agreemm[ Page 1 of 6 u 290 and ell related documents, agrcemmts and vatruments between the Developer and the City of Bargorrelativg thereto (the `TIF Agreement'); and B. The immediate and continuing debtto w0ect and recdve all payments and amovad due to the Devdoper under the T'1F Agreement 2. This Assignment is givmto secure the payment andperfomana of the indebtedness and obligations set forth in the follounng documents end ivsnuvtents executed in comectim with the alms, as same may be amended, modified or replaced born time m time(co8ectively nicstedmleecin as the "Loan Doewneva'): (a) a ceaain commitment lever fenm MaineHousing to Developer dated Novavber 18, 2009, as sounded m November 5, 2010 and further amended on even or rear dare hezewnh;(b) a rennin Tax Credit Rxchmag Program Agreement by mdbenvesn the Developeemd MaineHoustag dated November 19, 2009, as amended byAmendmem to Tax Credit Exchange Program Agreement by and between the Developer and MaineHouxirg dated Novembet 5, 2010 and fmdser mended by Second Amendment to Tax Credit P'ohanw Program Agreement by and between the Developer and MameHoudng of snout of near dare herewith; (c) a certain Forgivable Promissory Note it a principal aawuat up to $4,400,08 by the Developer no Meine}{ousing dated November 19, 2009, as amended by Allonge to Foos able Promissory Note by and between the Developer and MameHousmg effective November 5, 2010 and further upended by Ammded and Restated Fotgivablc Promissory Note in the origind principal amount of $4,80,078 by axed between the Developts and MameHousing of even or near date herewith; (d) a cestein Deferred Pavmevt Promissory Note in the or neat date Restated Mortgage, Security Agixemevt. Assignment of Leases and Amts, and Financing Statement by and between the Developer and MeineHouamg of even or neer date herewith and usoaate l UCC -1 Fioaming Statement #209000199894687 by the Developer to Mai esHousmg filed with the Maim Scaeary of Sate on December 8; M09 es modified by UCC -3 Financing Satemat Amendment of even or near date herewith to be filed with the Maine Secretary of Sum (col lively, the`Fust Mortgage); (t) a certain Junior Mortem ,Security Agieement, Assignment of leases and Ama, and Fweacmg Statement givnt by the Developer to Mame Pausing of even or near date herewith and associated UCC -1 Firancivg Satment given by the Developer to Mms+bouswg of even or near date herewith (together with the Fust Mortgage, oo k ely nefeued to herein as the "Mor �es'); (gi dI documents and iretnmena ivmrpomred by reference m the Mortgages; and (h) and aU other documeaa arising out of, relating to, secueag or ecemted so mmectioo onto the Inns. 3. Developer covenant; and agrees to observe and per( duly and punctually A the ob*tious imposed neon the Devdopu nodes the TIF Ageement for so long as the indebtedness evidenced and seemed by the Loan Documents remvrs outstanding. 4. Developer covenants and agrees tba4 so long as the indebtedness evidenced and secured by the Icon Documents shat tetndn mreandit Developer shill not (a) assns sc% pledge, transfer or otherwise encumber its rights and mtereaa in the TIF Agreement, (b) reduce the amoma payable under Mame Score HauwgAuthodty Amended and Restated Aasgvnmt of Coedit EnM1mcement Agreement Page 2 of 6 it 290 the TIF Agremen4 (c) amend, modify or alter the UF Agreetnent, or (c) waivS exmse, set off, compromise, or in any manner release or ducbamge any obligations, covetmts, mndviow and agreemmn to be observed and performed order the TIF Agreement 5. Developer covenants and agrees o promptly provide MaineFlousiag with a copy of any notice received or grotto by the De o4oper of any default, rotation or Imbue to petfonu any obligs don, covemnS condition or agreement under the TIF Agreement by the Developer or any other patty, carries: the TlF Agreement 6. Tbts Assignment constitutes a present, account and absolute assignment of the TIF Agreement. Pmvidal that retil such time as there is a default or violation of the Loan Docents or this Assignment out cured within any applicable ire petted, Developer shall be entitled to the rights and benefits order the TIF Agreement and shall have the tight to perform and enforce the perfommnce of the obkgetiws,covenants, conditions sad agrecoears unlet the TIF Agreement Itis Asalgrhment shall furniture on the earlier to occur of (a) expiration of the TIF Agreement according to ire terms, and (b) when the indebtedness evidenced and secured by the tom Documents is paid m full and all obligations, traverses, conditions and agreement. of Develops roustabout] in the Lusa Doctomena and this Assignment have hem fully performed and satisfiat ]. In the event of a default or violation of the Loan Docmorats, des Assigmwea4 the TIF Agreement or any other betterment securing payment of the Loans not coved widdn any applicable cure pruod, MaineHousmg may, at its option, widaout order or devand and svithout waiving such default or violation, exercise any or all of the following rights and remedies. an Teairmte the license granted to Developer hereunder and, either in person or by agent, with or withont bringing any action or proceeding or by a receiver appointed by the went at any dame, egucise and efforts, my or au ofIfevelopeta rights and to receive ell benefits order said TIF Agrement Developer hereby irrevocably cotmtimrea and appoints MaineHousing as its attorney -m -fan to dernand, receive and enforce Developers tights with aspect to the TIF Agreement and to hake any and aR acts in the ensue ofMaiwitouawg with the smrc force and effect as Developer. b. Exercise any or all rights and remdies provided user u the Loan Dowmmts. C. Exetdse my or all rights and remedies as may be available at taw or in equity, and incut any reasonable costs and expenses is ccmection therewith, including, without limitation, masoruble atomeys fes. d. Hxvaae any and all rights and remedies of a accrued party undo the Unifoma Commerdal Code as enacted st the Sense of Maine with respect to the secondly motor granted by Developer m the TlF Agreaaeat Incarnate to this Assignment e. Cure my default or violation of the TIF Agrement as such roamer and to such cant as MuveHouung may deern neceseuy to protect its secmry, interest therein, mdudiag whhout livemeoq the right, but not the obligation, to appear at and defend any sector or proceeding purporting Maine Share Hmaing Aurhoity Amended and Restated Assignment of Credit P.tohmcanmt Agreement Page 3 of] 11 290 be affect the security hereof or the rights of Maivel lousing, and also the right to perform the obligations, coveoaats, conditions and agreements of the Developer under the TIP Agrxment, and is taking such actions, fray necessary costs and expenses, including withmrt lhduaon reasonable attorney's fees, and expenses. Developer agrees rbat Idmiellouang may enforce this Assignment wirhout first resorting in or exhantung any other rights, remedies, security, or collated and without regard to that adequacy of security or collated Eot the indebtedness secured hereby; provided, however, that nothing hetein committed shall prevent Msiteffousmig from exereang any other right or remedy available to Maine GUMg. 8. 'Ibis Assignment ctrutimresthe gracing by Developer to MmeHotewg of a security interest under the Uniform Commmciil Code es enacted in the Sum of blame hi the right, rifle andmeerest of Developer nova TlFAgreemmt. n of thpaagrew ar Developer's e elopeaot and delivery evelc Assignment sluh counting DevvIostatements, and srhe filing prfv commit it orrandm Developels come fnavong amiremarts, and amevdmmts t6uem, m perfect, mnmue or renew tdateHotewg's eecurity deliver to hhe TTPAgrem y financing nan in the statements, of Developer DeveloperMainelao aecure and definerm to pereouanganyfivananger the OF instruments or MaweHouavg derma necasazy m petfux its eeurity, interest fir the UF Agremmt 9. Maiveffousing shau not be obligated in peri m or di°" m- vu don Mainellouttighmby, undermine to perform or discharge, any obligation, duty or liability, of Developer under any of the rights or under the TIF Agreement or by reason of dris Assignment, except those sming from and after bbimeflowivg coroners or turrets any of Developer eg6ts under the TIF Ageement pumentm this Assignment Developer shall mdemvify and hod MalmHousmg and in agents hatmlesa from and against any and ell clams, manande liability, loss, cost m expense (including, but not limited in reasonable ammeys' fees and other costs offitigaan) which may be insured by Mvnellousivg arising out of oaten my way related m the TIP Agreement or this Assignment prior to MaineHousing's exermse or mfmcmevtofany d Developers rights under the TTP Agreement The obligatione hereunder shop survive the termination or expiration of Itis Assignment as necessary to effectuate its provisions. 10. Nothing consaived herein and m act done or omitted by Mamellousivg puseuantin fie powers and rights granted hereunder shall be deemed in be a waiver by Mamelfouang of its rights and remedies under the Lasa Documents m awavm or curing of my default henmader or undo the Lam Docmeva, including chis Assigmnent as made and accepted wstbout perjudice to my of the tights and mvedies possessed by MaircHousivg under the terns of stir2 Documents. The right of MameHousivg in collect the interest and indebtedness cvidevrN and secured by the Leen Documents and to enforce my other security derefer tied by it may be a twonsed by hismsHousing either prim to, smmltmwusly eval, or subsequent to any action taken by it hereunder. It. The rights end troubles of MaineHouamg under this Assignment shall not be af(ectedm impaired by (a) any renewd, eversion, or modification that ManeHoming may grant nvii tespectm my milabcedvess evidenced or seined by rhe Iran Documents; (b) any surrender, compromise, relwse, renewal, exunaon, ex`bn ,or subsdmtim dot bfainellouemg may grantor respect of any man of Maine Stare Housing Authority mutation and Minted Assypauat of Credit P.Nuncement Agteem at Page4of> 11 290 collateral or any put thereof or any interest therein; (c) taking any other secretary or itma of collatusl as Nearrity for the payment of the indebredaess evidenced and secured by the lnm Documents; or (d) any ease or indulgence granted to any endonet, guarantor or surety of any indebtedness secured hereby. 12. Any notice or demand required or provided for m this Assignment shall be in wining and shall be deemed to have been suffirdeetly given for all purposes, except as provided lutein, when hmd- delivesed or mailed by cetdfied or registered United States mad, postage prepaid, retum vaript requested, to the parties at tbeh respective addressed fiat set fords herein, or at such other address sa any of them cony, fiom time to time hereafter designate by notice given to the other parties as berein provided 13. Ton Assigumor may, not be amended or modified, is whole or part except by written agreement of Developer and MawHousing clearly, expressing the intent to modify this Agreement 14. Adetemuaauonthat any provision of this Assignment is uamfble or invalid shall not of dcx the enforceability or validity of any offset provision and any detenainxtion that the application of any provision of this Assigameat m any person or arewnsrmce is illegal or unenforeesble shall not affect the mf bility or validity of such provision as it nay apply m nay other persons or cuxumstaaces. 15. This Assignment shall be bidding upon the Developer, in sueressom and assigns, and shall inure to the benefit of and be enfoeceabk by Mau lloaswg,its successors, tmnsfeeees and assigns. 16. 'Chis Assignment shell be consnual is accordance with and governed by the laws of the Some of Mame. IN WITNESS WHEREOF, the Developer and MaineHousheg lave mused flus Amended and Restated Assignment of Credit Evhancemevr Agreement to be duly exuuted and dated as of the date feet set forth above in Augusta, Mame. ATTEST VOANNE BANGOR SENIOR HOUSING, L.P. By: Baagor VOANNE Senior Housing, Inc. Ire General Pannet By: Witness Jnve A. ICoegel 1% President Maine StateHousing Authority Amended and Restated Assignment of L t Enhancement Agreement Page S of IMM MAINE STATE HOUSING AUTHORITY witness Rick Chaschill Its Muhifvwly Ldae Officee State of Maine September 2011 ComiyofKeduebec Personally appeared the above earned Jmm A Kcegel, Presldevt of Bangor VOANNE Senior Housing, Inc., Geseml Partner of VOANNE Bangor Senior Housidg, L.P. and gave oath to the foregoing and ackeowledged before me the foregoing to be her free act and deed f her: said capacity, the free act and deed ofBaegor VOANNE Senior Housing, Inc. m its said capacity, and the free act add deed of VOANNE Bangor Sewot Housing, L.P. Name: - Notary Public/Atmmryat-1xw My nrnuoion Empires: State of Maine County ofKemebec SeptwEei_, 2011 Pmonally appeared the above -earned Rick ChurchA Multifamily Inen Officer of Maine State Housing Authority, and gave oath to the foregoing send acknowledged before me the foregoing to be his fiee act su l deed in his said capacity and the fiee act and deed of Maine State Housing Authority. Nams Notary Public/Attomeyrt-lmw My Commission Papires: Mune State dfUntged Alai ty Amended end Rnmted Aaegoment of Credit P.Mancement Ag«ment Page 6 of 7 11 290 AC�OW EDGMENT AND CONSENT The uvdssigned City of Bangor hereby acknowledges and consents to the foregoing A. . ,sad Restated Assignment of Credit Enhancement Agterment (dae "Assignmeae� by VOANNE Bangor Seaaot Housing, 4P. to Maine State Housing Authority ("MameHousino. City of Burger busby represents that the Credit Evhavicemevt Agrewent by and between the Developer aM the City ofBaugon dared November 18, 2009 (the MF Agreemene) is a valid, enforceable agreement and has not been mos i ed to dace, and that the Developer is not in default of the TIF Agreement. City of Bangor harbor acknowledges and agrees that Developer shad not be pemined to terminate the TIF Agreement and City of Forgot agrees not to accept my remanzamh of the TIF Agreement from Developer andhoat the prior wthren consent of MaineHoaawg. City of Bangor agrees that in the event of a default by Developer under the TIF Agremhent or upon receipt of wolves notice by MeiaeHerving of the occmusncer of an event of default by Develops under my of the Iron Documents (as defined in the Assignment), City of Berger shall, at the request of MaineHousing, continue peafiotmmee on behalf of MaineHousmg under the TIF Agresnent and in secondaries with the trims thereof, provided that City of Bangor is paid to property taxes in accordance with the TIF Agreement City ofBengor Were that no nonce of any defaoh porn m Developer in connection with the TIP Agreement shell be vdid unless and oval a copy of the nonce be poen to MaineHousng, and that MaweHwsing shad thereafter, should MaineHouang co elect (fidudivg wkhout htnimaoa, doing so as rangers, of 0 rights of Developer ander the TIF Agreement) have the right. but not the obligation, to cure such default, and the period of time during wMch Mainefloasing nay so cure shag be the period adorned by Developer plus thirty (30) addrional days. Eff nve as of data_ day of September, 2011 CITY OF BANGOR By: Catherine Conlow Its City Manager Maine State Houshug Authority Amended and Rename Assignment of Credit Enhancement Apartment Page 7 of 7 11 290 AMENDED AND RESTATED INTERCREDITOR AGREEMENT This Amended and Restated Intenreditor Agreement ("Agreement") is entered into by and among UNITED STATES OF AMERICA acting by and through the SECRETARY OF HOUSING AND URBAN DEVELOPMENT, an agency of government of the United Stmes, with a mailing address ofblomis Colton Federal Building, 275 Chestnut Street, 4th Floor, Manchester, NH 03101-2487 ("HUD'%MAINE STATE HOUSING AUTHORITY, apublic body, corporate and politic and instrumentality of the State of Maine with a mailing address of 353 Water Street, Augusta, Maine, 043304633 ("MaineHousing"), BANGOR SAVINGS BANK, a Maine financial institution with a mailing address of P.O. Box 930. Banner, Maine 04402 (the "Bank'1. CITY OF partnership with a mailing address of 14 Main Street, Suite 205, Brunswick, Maine 04011 (the "Limited Par4ttshid,} WITNESSETH WHEREAS, the Limited Partnership owns a 54 -unit affordable housing complex for persons who are elderly with an additional wit fora resident manager located at 315 Harlow Sheet, in the Town of Bangor, County of Penobscot, Stare of Maine, as described more particularly in Exhibit attached hereto and incorporated herein by reference ("Project'); and WHEREAS, on or about February 12, 2008 Bank, through the Affordable Housing Program of the Federal Home I mBank of Boston, made a direct subsidy in the mount of Four Hundred Thousand Dollars ($400,000.00) to Veterans VOANNE Housing Corporation for the acquisition of the land on which the Project is located, which direct subsidy has been assumed by the Limited Partnership (the "AHP Direct Subsidy"); and WHEREAS, on or about November 19,2N9 HUD made a capital advance to the Limited Partnership m a principal amount up to Five Million One Hundred Thirty -Eight Thousmd Thnee Hundred Dollars ($5,138,300), the principal amount of which has this day been reduced to Five Million Forty-five Thousand Nine Hundred and No/100 Dollars ($5,045,900), under HUD's Section 202 Supportive Housing for the Elderly Program for the construction and permanent financing of the Project (the "HUD Capital Advance"); and WHEREAS, on or about November 19, 2009 MaineHousing made a loan to the Limited Partnership in a principal amount up to Four Million Four Hundred Thousand Seventy-eight Dollars ($4,400,078), the principal amount of which has as of this day been increased to Four Million Eight Hundred Seven Thousand Seventy-eight Dollars ($4,807,078), under the 2009 Tax Credit Exchange Program to the Limited Partnership for the construction and permanent financing of the Project ("Mamelsousing Exchange Lora'), and has this day made a tom in the amount of One Hundred Nineteen Thousand Eight Hundred Twenty -mare Dollars ($119,829) under the Federal HOME Investment Partnerships Program to the Limited Partnership for the pemrment financing of the Project (the "MaineHousing FedHOME Loan'); and ii 29O WHEREAS, the City has this day made a perfomrance grant m the amount of Eighteen Thousand Two Hundred Twentycight Dollars ($18,228) under the City's Community Development Block Grant Program to the Limited Partnersdup in cmmection with the Project (the "City CDBG (Iamt"); WHEREAS, the parties, except the City, entered into an interaeditor and Subordination Agreement dated November 19, 2009 (the "Original Interemdlmr Agreemrnf') an the constlucbon loan closing on the Project establishing the relative priorities of their respective liens and encumbrances and their rights with respect thereto during the construction of the Project; and WHEREAS, said parties wish to replace the Original Intercurditor Agreement with this agreement to remove the construction loan made by the Bank which has been discharged, to add the City as aparty with respect no the City CDBG Grant, to reflect changes in the HND Capital Advance, MaineHousing Exchange Loan and Maineflousing PedHOME Lorry and to establish the relative priorities of their respective Bens and encumbrances and their rights with respect thereto in connection with the completed Project. NOW, THEREFORE, in consideration ofthe mutant obliptions contained herein and other good and valuable considembon, the receipt and sufficiency of which is hereby acknowledged, Bank, HUD, MsineHousing, the City and the Limited Partnership agree as follows: 1. This Amended and Restated lnterereditor Agreement supersedes and replaces in its entirety a certain hu mreditor and Subordination Agreement by and among Back, HUD, Mainellonsing and the Limited Partnership dated November 19, 2009 and recorded in the Penobscot County Registry of Deeds in Book 11987, Page 1. Capiteliud tams defined is the recitals to Us Agreement and used in this Agreement shall have the same meaning set forth in the recitals mdess otherwise defined herein. 2. END Capital Advance. HUD hereby represents end warrents that the HUD Capital Advance in the amount of $5,045,900 made by HUD to the Limited Partnership is evidenced and secured by the documents set forth in Exhibit B attached hereto and made a part hereof (collectively, the "HND Loan Documents', including without limitation the HUD Mortgage as defined in said Exhibit B. As a condition ofthe HUD Capital Advance, the Limited Partnership has enteced into acertain Regulatory Agreement with HND dated November 19, 2009 amd recorded in the Penobscot County Registry of Deeds in Book 11986, Page 241 (the "HUD Regulatory Agreeme a") a cabin Use Agreement with HUD dated November 19, 2009 and recorded in the Penobscot County Registry of Dads in Book 11986, Page 249 (tire "HND Use Agreement"). HUD father represents and warrants then the IRJD Capital Advance is not evidenced or secured by any other documents or instruments other than the HUD Loan Domme us, the HUD Regulatory Agreement and the HUD Use Agresmem, and that the HUD Loan Documents, the HND Regulatory Agreement and the HUD Use Agreement have not been assigced to or subordinated in favor of any person or entity as of the data of this Agreement. 11 250 3. MaineHousina Exchange loan. MaineHousing hereby represents and warrams that the MaineHousing Exchange Wan in the amount ofS4,80i,WS to the Limited Partisanship is evidenced and secured by the documents set forth in Exhibit C anmhed hereto and made apart hmeof(collectively, the "MaineFlousing Exchange Loan Documents"), including without Initiation, the MaineHousing Exchange Mortgage as defined in said Exhibit C. As a condition of the MaineHousing Exchange Loan, the Limited Partnership has entered into an Extended Low Income Housing Commitment Agreement with MaineHondng dated November 19, 2009 and recorded in the Penobscot County Registry of Deeds hi Book 11986, Page 254 (the "Extended Use Agreement-) prior to, and with priority over, any and all liens on the Project. MaineHousing further represents and warrants tam the MameHousing Exchange Wan is not evidenced or secured by any other documents or instruments other [Iran the MaineHousing Exchange Loan Documents and the Extended Use Agreement and that the MaineFlousing Exchange Wan DocmmrnU have not been assigned to or subordinated in favor of my person or entity other than as set forth in this Agreement. 4. MaineHousine FecOOME Wan. MaineHousing hereby represents and wmrunts that the Maineflowing FedHOME Loan in the amount of $119,829 0 the Limited Partnership is evidenced and secured by the documents set forth in Exhibit D attached hereto and made a part hereof(collectively, the "MaineHousing FedHOME Wan Documents"), including without limitation, the MaineHousing FedHOME Mortgage as defined in said Exhibit D. As a condition of the MaineHistang FedHOME Loan, the Limited Partnership entered into a certain FedHOME Declaration of Covenants, Conditions and Restrictions with Mair ellousing of even or near date herewith to be recorded herewith in the Penobscot County Registry of Deeds (the "MaineHousing FedHOMF Declination'). MaineHousing further represents and warrents that the MaineHousing FedHOME Wan is not evidenced or secured by any other documents or instruments other than the MaineHousing FedHOME Loan Documents and that the MarmeHousmg FedHOME Wan Documents have not been assigned to or subordinated in favor of my person or entity other than as set forth in this Agreement The MaineHousing Exchange Wan Documents and the MaineHowing FedHOME Loan Docume vd may colledively be referred to as the `MaineHoming Wan Documents" and the MaineHousing Exchange Mortgage and the MaineHousing FedHOME Mortgage may be collectively referred to herein as (be "MaincHousing Mortgages". 5. AHPDirect Subsidv. BankherebyrepesenlsaMwmrants,asamembaofthe Federal Home Lom Bmk of Boston facilitating the AHP Direct Subsidy in the avmunt of 5400,000, that the obligations of the partes thereto is evidenced and secured by tlu documents set forth to Exhibit E attached hereto and made a part hereof (collectively, the "ABP Direct Subsidy Documents', including without limitation, the AHP Mortgage as defined in said Exhibit E. Bank further represents and warrams that the AHP Direct Subsidy is not evidenced or secured by any other documents or hwtruments other than the AHP Direct Subsidy Documents and thin the MaineHousing AHP Direct Subsidy Documents have not been assigned to or subordinated in favor of my person or entity other than as set forth in this Agreement. 11 290 6. City CDBG Grm[. The City hereby represents and warrants that the City CDBG Grant in the amount of $18,228 to the Limited Partnembip is evidenced and secured by the documents set forth in Exhibit P attached hereto and made apan bereof (collectively, the "City CDBG Grant Documents"), including without limitation, the City CDBG Mortgage as defined in said Exhibit P. The Cityfurther represents and warrants that Na City CDBG Greed is not evidenced or secured by my other documents or instruments other than the City CDBG Grant Documents and that the City CDBG Grant Documents have not been assigned to or subordinated in favor of my person or entity other flim as ad forth in this Agreement. 7. Consent Administration ofLoans/t3mnt. The City, the Bank, HUD and MaineHousing hereby consent to the liens and encumbrances evidenced by their respective lomn/gant documents and regulatory agreements described boron, except that my material modifications to their respective loan/grant documents and my more advances muter their respective loart/gmnt documents that exceed the principal amount of their respective loans/grant are subject to the prim written approval of the other lenders and any material modifications to the loon/grant documents and lump advances made without said prior written approval shall be subordinate to other lenders' lom/grent documents, excluding from the operation of the foregoing protective advances. Material modifications include modifications which may impact the administration of their respective tones, including without limitation, my extension, remwd, modification or substitution of[heir respective loans/grant; amortization or re -amortization of the indebtedness owed under thein respective loan dgmnt; accepting any security or collateral for their respective loam/grant described herein other than the security West is in effect on the data of this Agreement, as described in their respective loan/grant documents; refinancing of their respective loans/grmt; and modification, assignment or subordination of their respective loans/grant and loan/grant documents. Except as expressly authorized by this Agreement, my transfer of title or interest in the Project or the Limited Partnership, is subject to the prior written approval of the City, the Bank, HUD and MaineHousing. B. Notice of Default Qatipuunity to Cure. The City, the Book, HUD and Maiuellousing agree to give written notice of any default under their respective tom documents described herein and all other Instruments and documents executed in connection with their respective leans to each other. The City, the Bank, HUD and Maineffmaing stall have sixty (60) days after receipt ofmay such notice of default, which receipt shall be deemed W have occurred no later than three (3) days after such notice is sent in accordance with this Agreement, to cure all defaWts identified in the notice. The City, the Bank, HUD and M fflousmg agree to accept all curative acts of each other. 9. Priorhrvof Loaaaffia t. The parties agree that (a) the indebtedness evidenced by the HIED Loan Documents shall have a first priomy as to collmenal in which it has a security interest, except that my protective advance, of which the other parties were notified in accordance with this Agreement, made by MaineHousing under its Ions (such as advances to }ray property taxes or insurance premiums or other advances to Protact their security interest in the collateral securing said Ions) shall have priority over the indebtedness evidenced by the HUD Lon Documents; and (b) the indebtedness evidenced by the MaineHousing Exchange Lon Documents shall have a second priority as to collateral in which HDD and MameHousing 11 290 both have an Lateran ander first priority in wllmenl in which MaiwHousing has, but HUD does not have, a security interest, and MaineHousing hereby subordinates said indebtedness and the MameHousing Exchange Mortgage to the indebtedness evidenced by the HUD Loan Documents and the HUD Mortgage, except as provided in the foregoing clause (a); and (c) the indebtedness evidenced by the Mainellousing FedHOME Loan Documents shall have a third priority interest as to collateral in which HUD and Main dlousing both have an interest and a second priority in collateral in which Mainellousing has, bar HUD does not have, a security interest, and Mainellousing hereby subordinates said indebtedness and the Mai Nausing FedHOME Mortgage to the indebtedness evidenced by the HUD Loan Commands and the HUD Mortgage, except as provided in the foregoing clause (a) and the indebtedness evidenced by tlse MaineHouang Exchange Loan Documents and the MaineHousing Exchange Mortgage; and (d) the indebtedness evidenced by the AHP Direct Subsidy Documents shall have a fourth priority interest as to collateral in which it has a security interest and the Bank hereby subordinates said indebtedness and the AHP Mortgage to the indebtedness evidenced by the HUD Loan Documents and the HUD Mortgage, the indebtedness evidenced by the MaineHousing Loan Documrerts and the MeiceHousing Mortgages; and (e) the City agrees that the indebtedness evidenced by the City CDBG Grant Documents and the CDBG Mortgage shall be junior in priority to the indebtedness evidenced by the HUD Loan Documents and the HUD Mortgage, the indebtedness evidenced by the MaineHoming Loan Documents and the Mainellousing Mortgages and the indebtedness evidenced by the AHP Direct Subsidy Documents and the AHP Mortgage. 10. Subordination to Regulatory Agreements. The parties to this Agreement hereby agree that thew respective toms/grand, liens and encumbrances on the Project including the HUD Loan Documents, the MaineHousing Exchange Loan Documents, the MuineHowing FedHOME Loan Documents, the AHP Direct Subsidy Documents and the City CDBG Grant Documents, shall be and are hereby subordinated to the HUD Use Agreement, the HUD Regulatory Agreement and the Extended Use Agreement, including all amendments thereto from time to time. 11. Priorirvof Liensand Encumbrances Tlwpartiestotbis Agreementagneatali times, whether before, after or during the pendency of any bankruptcy or other insolvency proceeding of the Limited Partnership and notwithstanding the priorities which would ordinarily result from the order of the granting or recording of any lien or encumbrance or the filing of any financing statements or liens, the relative priorides of the liens and encunbmnces of the parties with respect to the Project shall be as follows. HUD Regulatory Agreement First Priority HUD Use Agreement Second Priority Extended Use Agreement Third Priority 5 11 290 HUD Mortgage Fourth Priority and First Lien MameHousing Exchange Mortgage Fifth Priority and Second Lien h4mneHimsing FedHOME Declaration Sixth Priority MaineHousing FedHOME Mortgage Seventh Priority and Third Lien AHP Mortgage Eighth Priority and Fourth Lien City CDBG Mortgage Ninth Priority and Fifth Lien 12.Ste. Notwithstanding anything in the contrary contained herein, the Limited Partnership shall not pay and neither the Bank nor Ne City shall accelerate request, demand, [eke, accept or receive from or on behalf of the Limited Partnership, by setoff or in any manner, any amounts representing all or mry part of the indebtedness or obligations evidenced by the AHP Direct Subsidy Documents and the City CDBG Grant Documents prior to the Payment in full of all amounts owed to HUD under the HUD Loan Documents and MaineHousing order the MaineHousing Loan Documents. 13. Dispositionof Collateral. Any proceeds from asale, foreclosure proceeding or secured party sale of the Project shall be applied based upon the lender's relative priority described in this Agrament in the collateral from which the proceeds now. Any party with security interest in any non -shared collateral shall be required In marshal and proceed as to such non -sham collateral prior to proceeding against shared collateral. 14. Disposition of Other Proceeds. Any payments and proceeds from insurance or bonds relating m the Project, any proceeds, rents, awards or damages for a partial or total taking under the power ofemment domain or by condemnation, and any other awards, settlements, damages or proceeds with respect to the Project shall be applied based upon the lender'relative priority described in this Agreement Any leader who receives such payments in proceeds shell hold such payments and proceeds in trust m be distributed in accordance herewith. 15. Pmiect Adcounta. The parties agreesthe accounts and escrows established in connection with the Project me subject to the following. a. Renlacemart Reserve Acmwt. As of the dme of this Agreement, the Limited Partnership shall establish a replacement reserve account in accordance with the requirements set forth in the HUD Regulatory Agreement and the MaineHousing Loan Documents and deposit the sum of $73,907 in the replacement reserve account account. On the first day of each morah, beginning with the first day afire first month after the date of this Agreement, the Limited Pmmeship shall make monthly deposits to the account in an amount equal to flu higher of the monthly funding amount required under the HUD Regulatory Agreement and the monthly funding amount requited under the 11 290 MairwHousing Luer Documents. This repincementonserve accoant account shall atoll times be subject to the control of END and Maineflousing but MaineHousing's control and security interest shall be subordinate b HUD's control and security interest therein. MaineHousingwilibeasignatoryonibea wt The Bank and the City shall nothave any rights m this account. All fords withdrawn from the replacement reserve account most be approved in writing by HUD and authorized by Mainellousing, either through MaineHousing's approval of the Project's normal budget and otherwise with the prior written approval Mai wHousing. The Limited partnership agrees to notify MaineHousing and HHD in writing of all funds withdrawn from me replacement reserve account. b. Tax and Insurance Account. Asofthe data of "a Agreement, the Limited Patmersldp will establish and mammon aims anti insurance accomrt m accordance with the requirements set forth in Ne MaineHouvng Loos Documents. Mainelionsing shall be a signatory an the account, and its rights in the acts ant shall be as stated in the MaineHousing Loan Documents. HUD, the Hank and the City shall not have airy rights in this account C. Ovemtine Deficit Account. Asofthedaleoftlus Agreementthe Limited Partnership will establish an operating deficit account in accordance with the Operating Escrow Deficit Agnoment between Mainelha sing and Limited Partnership of even or near date herewith. HUD, the Bamk and the City shall not have are, rights in this account. d. General. The Limited Partnership shall not close any oftbe above-described accounts or open any other accounts with respect to the Project, except a tewa[ security deposit account, without the prior written consent ofMaineHousing and HUD. Any changes to the signatories on the replacement reserve scomm are subject to the prior written consent of HUD and Mainellousing and any changes to signatories on the mher accoums son subjectto the prior written cement of Mainelbousing. 16. Distributions. So long asthe Project continues to receive project -based rental assistance from HUD, distributions of surplus cash shall be limited as follows. The Limited Partnership shall nor he entitled to a distribution of surplus cash with respect to the amts in the Project for which the Pmject receives project -based rental assistance, being thirty-five (35) one - bedroom units as of the date of this Agreement, but this provision shall norbe deemed to prohibit the Partnership from making application to END for approval to use arty such surplus cash not released ismundle this Section 16 for Project -related purposes. Subject to the temss mW conditions of the HUD Loan Documents and the MameHousing Laos Documents, the Limited Partnership shall beentitled w an=ual distribution withrespectto theunits in the Project for which the Project does not receive project -based rt tat assismnce, which normal distribution shall be limited to an amount equal to the product of (a) the ratio oftoml asperse footage of units in the Projecr frr which the Project does not retrive project -based rental assistance to the total square fentage of all units in the Project, and (b) the amount ofsmplus cash for the entire Project as determined by HOD for the prior fiscal year. The Limited Partnership shall not be entitled to 11 290 take the amus] distribution until notified so in writing by MaineHousing as part of the normal yearly auditing process for the Project. t]. Violation. If any ofthe pardato this Agreement shall comanmce, prosecute or participate in any suit action or precceding against the Limited Partnership or shall request, demand, accept or receive my payment a shall attempt to enforce, foreclose upon or realize upon my mortgage and security interest or collateral a exercise my other rights or remedies in violation of this Agreement, the other parties may interpose as a defense the terms and conditions of this Agreement, and may intervene and interpose such defense in its name or in the name of the limited Partnership. The panics to this Agreement agree that my payment, security, collateral and proceeds received by any of the parties in violation ofthis Agreement shall be held in treat by the receiving party(ies) fm the benefit of the other parties until each payment, security, collateral and proceeds are distributed in accordance with this Agreement. 18.Rte. q parties agree that this Agreement may be recorded in the Penobscot County Registry of Deeds and filed in the office of the Maine Secretary of Stene, as appropriate. In order to carry out the terms and the intent of thus Agreement more effectively, the parties agree to execute all trader instrumento necessary to ensure or preserve the priorities of liens and encumbrances contemplated by this Agreement. 19. Notice. Any notice or demand required or provided for in this Agreement shall be in writing and shall he deemed to have been sufficiently given for all purposes, except as provided herein, when hand -delivered or mailed by certified or registered United States mail, postage prepaid, return receipt requested, to the parties at their respective addresses first act froth heroin, or at such other address as arty of them may from time an time hereafter designate by notice given to the other parties as herein provided. 20. Miscellaneous. a. All parties to this Agreement have all of the power and legal right and are duly mthanzed to execute send deliver this Agreement and to perkern their respective obligations hereunder. b. The provisions of this Agreement shell supersede my and all contrary or conflicting terms of the HUD Loan Documents, the HUD Regulatory Agreement, the HUD Use Agreement. the Mainellousing Loan Documents, the Extended Use Agreement and the AHP Direct Subsidy Documents to the extent such terms and conditions are century to or in conflict with the provisions of this Agreement. C. "this Agreement constiNtes the entire agreement between the parties with respaY m this subject matter, supersedes all prior negotiations and understandings between them, and shall not be amended or modified in my manner, except by written agreement signed by -the parties to this Agreement. gleis Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one agreement binding on all of 11 290 Ne parties here[, notwithstanding that all of the laminas have not signed the same counterparty. d. Any party's May in or failure to exercise any right or remedy heremder shall not constitute a waiver of my obligation or right of party and all of the party's respective rights and remedies hereunder shall be cumulative. No waiver shall be deemed to be made by aparty of my of its rights hereunder unless the same shall be in writing and as a waiver, if my, shall be a waiver only with respect to the specific instance involved and it shall in no way impair the patty's rights or other party's obligations to it iv any other aspect or m arty other time. e. If my provision of Nis Agreement, or its application to any Person or cireumstmces, shall for any reason and to any extem, be invalid or unenforceable, the remainder of this Agreement and the application of such provision to ad= persons or circumstances shall von be affected thereby, but rather shall be enforced to the greatest extent permitted by law. f. This Agreement shall more to the benefit of and be binding upon the parties harem and their respective successors and assigns. g. This Agreement shall be constived and enforced in aocordmce with and governed by the laws of the State of Maine. [remarder ofpage left blank iaemionally tgnarures begin on nex(pagel 11 290 IN WITNESS WHEREOF, the undersized bas caused this Amended and Restated Intemredltor Agreement to be duly executed and delivered as of the_ day of September, 2011. UNITED STATES OF AMERICA, noting by and through the SECRETARY OF HOUSING AND URBAN DEVELOPMENT Title: STATE OF NEW HAMPSHIRE .SS. September _, 2011 Persavally appeared before me Ne above-named ,duly militarized representative of United States of America, acting through the Secretary of Housing and Urban Development, and acknowledged the foregoing instrument to be his free act and dead in his said capacity and the free act and deed of said United States of America, acting through the Secretary of Housing and Urban Development. Prim Neme: Notary PubBNAttameymb w My Commission Expires: [remainder ofegge left blank iniemionally ignarares rorrinue on nexrpage] 10 11 290 IN WITNESS WHEREOF, the undersigned has caused this Amended and Restated Intemreditor Agreement to be duly executed and delivered as of the day of September, 2011. MAINE STALE HOUSINO AUTHORITY By: Rick Churchill Its Multifamily Iran Officer STATE OF MAINE KENNEEEC, SS. September_,2011 Personally appeared before me the above-named Rick Churchill, Multifamily Loan Officer of Maine State Housing Authority, and aeknowledged the foregoing instrument to be his free act and deed in his said cepecity and the free act and dad of Maine State Housing Authority. Print Name: Notary Public/Atromey-at-Law My Commission Expires: frenoualer ojpage lep blank intenfionaI4 - lgnmures confine on nextpage] 11 290 IN WITNESS WHEREOF, the undersigned has; caused this Amended and Restated Intercredbor Agreemrnt to be duly executed and delivered as of the day of September, 2011. BANGOR SAVINGS BANK By: John A. Moore Its Senior Vice President STATE OF MAINE SS. September ,2011 Personally appeared the above-named John A. Moore, Senior Vice President of Bangor Savings Bank, and gave oath m the foregoing and acknowledged before me the foregoing to be his I= act and deed in his said capacity and the See act and deed ofBangnr Savings Bank. Print Name: Notary Public/Atmmey-at-Lew My Commission Expires: [rernamdes offsage left blank m%eMior 147 signatures continue on neuyage] 11 290 W WITNESS WIB;REOF, the undersigned hes caused this Amended and Restated Intcwmditor Agreement to be duly executed and delivered as of the day of September, 2011. CITY OF BANGOR By: Whom Catherine Conlow Irs City Mavager STATE OF MAINE SS. Septectber .2011 Personally appeared before one the above -maned Catherine Codow, as City Manager of the City of Bangor, and acknowledged the foregoing instruction to be her free act and deed in her .said capacity and the face act and deed of the City of Bangor. Notary Public/Attorney-at-Law My Comaussion Expires: 11 290 IN WITNESS WHEREOF, the undersigned has caused this Amended and Restated Intercreditor Agreement to be duly exacted and delivered as of the _ day of September, 2011. VOANNE BANGOR SENIOR HOUSING, L.P. BY: BangorVOANNESerdor Housing, Inc., its General Partner By. . Jane A. Koegel Its President STATE OF MAINE KENNEBEC, SS. September_, 2011 Personally appeared before me the above named June A. gauged, in her capacity as President of Bangor VOANNE Senior Housing, Inc., General Partner of VOANNE Bangor Senior Housing, L.P., and acl nowledgod the foregoing instrument to be ha free set and deed in said capacity and the flee so and deed of said entities. Notary Public/Abasmay-et-Law My Commission Expires: 14 it 290 EXHIBIT A [WSERT:PROPERTY. DESCHIPTIONJ 15WIXI] lim 9a1'i The HUD Loan Docrnnents as defined andreferred min this Agreement include: 1. Regulatory Agreement between VOANNE Bangor Senior Housing, L.P. and HUD dated Novmber 19, 2009 and recorded in the Penobscot County Registry of Deeds in Book 11986, Page 241. 2. Use Agreement between VOANNE Bangor Senior Housing, L.P. and HUD dated November 19, 2009 and recorded in the Penobscot County Registry of Deeds in Book 11986, Page 249. 3. Mortgage Note in the amount of$5,138,300 by VOANNE Bangor Senior Housing, L.P. to= dated November 19, 2009. 4. .Mortgage by VOANNE Bangor Senior Housing, L.P. to HUD dated November 19, 2009 and recorded in the Penobscot County Registry of Deeds in Bank 11986, Page 287, Security Agreement between VOANNE Bangor Senior Housing, L.P. and HUD dated November 19, 2009 and associated UCC -1 Financing Statement dated November l9, 2009 and recorded in the Penobscot County Registry of Deeds in Book 11986, Page 287 (collectively, the'HUD Capital Advance Mortgage'). 16 11 290 EXHIBff C The MaineHousing Exchange Tuan Documents as. defined and referred to in this Agreement include: 1. Commitment Leper dated November 18, 2009 issued by Maine Slaw Housing Authority ("MaineHousing") to VOANNE Bangor Senior Housing, L.P. (the "Limited Parmusbip") as amended on November 5, 2010 and further amended on even or mean date herewith; 2. Tax Credit Exchange Program Agreement by and between MamisHousing and the Limited Partnership, as amended by Amendment to Tax Credit Exchange Program Agreement by and between MaiueHousing and the Limited Partnership dated November 5, 2010 and further amended by Second Amendment to Tax Credit Exchange Program Agreement by and between MairicHousing and the Limited Parmemhip ofevm or near date herewith, 3. Forgivable Promissory Note in the principal soon[ up to $4,400,078 by the Limited PaMership to MairuHousiog dated November 19, 2009, as amended by ABongs to Forgivable Pecan scary Note by and between the Limited Parmorship and MameHousing dated November 5, 2010 and farther amended by Amended and Restated Forgivable Promissory Note in the original Principal amount of $4,807,078 by and between the Limited Partmrsup andMaineHousing of even ornear date herewith; 4. Mortgage, Security Agreement, Assigrumx t of Lases and Rents, and Financing Statement by the Limited Partnership m MaineHousing dated November 19, 2009 and recorded in the Penoboscot County Regnaty of Dads in Book 11986, Page 301, as amended by Amended and Restated Mortgage, Security Agreement, Assignment of Losses and Rents and Financing Statement given by the Limited Parmersbip to Maine Housing of even or near date herewith to be recorded herewith in the Penobscot County Registry of Deeds with this Agreement, and associated UCC -1 Financing Statement #209000199894687 by the Limited Partnership ut MameHousing filed with the Maine Secretary of State on December 8, 2009 as modified by UCC -3 Financing Statement Amendment ofevm or nem date herewith to be filed with the Maine Seeretary, of State (collectively, the "MainsHousing Exchange Mortgage"); 5. Assignment of Credit Enbarecamen Agreement by the Limited Partnership to Maineffousing dated November 19, 2009 as amended by Amended and Reacted Assignment of Credit Enhancement Agreement by and between the Limited Partnership and MaineHousing of even or near date herewith; 6. Deposit Account Control Agreements) to be entered into by and among the Limited Partnership, Msineflousing, BUD and Bangor Savings Bank of even or near date herewith; 7. Incomplete Work Escrow Agreement by and between Mainelloasing and the Limited Partnership of even or near data herewith; 11 290 B. Operating Deficit Account Agreement by and between MeineHousing and the Limited Partnership of even or near data herewith; 9. Fair Housing and Accessibility Acts Certification by the Limited Partnership in favor of Mainellousing of even or near date herewith; and 10. Assignment of Greenhouse Gas Emission Reductions and Agreement to Provide Information by and between Mainellousing and the Limited Partnership of even or nem time herewith. 11 290 IWO11:31011 The MaineHoudW FedHOME Loan Documents as defined and referred W in this Agreement include: 1. Commitment Letter dated November 18, 20M issued by Maine State Housing Authority ("MairwHousing'l to VOANNE Bangor Senim Housing, L.P. (the "Limited Partnership") as amended on November 5, 2010 and further amended on even or near date herewith; 2. Deferred Payment Promissory Now in the original principal meant of $119,929 given by the Limited Partnership in favor ofMaineflousing of even or near date herewith; 3. Junior Mortgage, Security Agreement, Assignment of Leases and Rent and Financing Statement given by the Limited Partnership W MaineHousing of even or near daze herewith to be recorded m the Penobscot County Registry of Deeds and associated UCC -1 Financing Statement given by the Limited Partnership in favor ofMaimPlowing of even or new date herewith W be filed with the Maine Secretary of State (collectively, the "MairwHousing FedHOME Mortgage"); 4. FedHOME Regulatory Agreement by and beMreea the Limited Partnership and MaineHousing dated ofeven or near date herewith; 5. Assignment of Credit Enhancement Agreement by the Limited Partnership to MaineHousing dated November 19, 2009 as amended by Amended and Restated Assiganowt of Credit Enhancement Agreement by VOANNE Bangs Senior Housing, L.P. to Maineltousing of even or near date herewith; 6. Deposit Accoum Control Agreement(s)tobe entered into by and among the Limited Partnership, MaineHousin& HUD and Bangor Savings Bank of even or new date herewith; 7. Incomplete Work Escrow Agreement by and between MameHousmg and VOANNE Bangor Senior Housm& L.P. of men or near date herewith; 8. Operating Deficit Account Agreement by sed between ManwHousing and VOANNE Bangor Serum Housing, L.P. of even or near data herewith; 9. Fair Housing and Accessibility Acts Certification by VOANNE Bangor Semor Hwsin& L.P. in favor ofMaineHousing of even or near date herewith; and I& Assignment of Greenhouse Gas Emission Reductions and Agreement W Provide Information by end between MaineHousing and VOANNE Banger Senior Housing, L.P. of even or near date herewith. ti 290 EXHIBIT E The AHP Direct Subsidy Documents as defined and referred to in this Agreement include 1. Federal Home Loan Bade of Boston Affordable Housing Progreso Agreement Fora Round Project (HUD 202/811) by and among Bangor Savings Bank, VOANNE Bangor Senior Housing LP., Ventures VOANNE Housing Corporation and Volunteers of America, Nortbery New England, Inc. dated February 1, 2008; 2. Promissory Note in ilre original principal moment of 54N,000 given by Veterans VOANNE Housing Corporation to Bangor Savings Bank dated February 12,2008; and 3. Mortgage and Security Agreement—For Rental Projects given by Veterans VOANNE Housing Corpmation to Bangor Savings Bank dated February 12, 2008 and recorded in the Penobscot County Registry of Deeds in Book 11986, Page 267 and associated UCC -1 Financing Summon by Vetemvs VOANNE Housing Corporation in favor of Bangor Savings Bank, as meanest by the Limited Partriership by wave of a certain Assigned, Assumption and Reaffirmation Agreement by and among Veterans VOANNE Housing Corporation, Volurrteere of American Northern New England, lac., VOANNE Bangor Senior Housing, L.P. and Bangor Savings Bank dated February 12, 2008 and recorded in the Penobscot County Registry of Deeds in Book 11986, Page 335 and as affected by a certain Rids to Lender's Mortgage and Security Agreement datedNovember 19, 2009 and recorded at the Penobscot County Registry of Deeds in Book 11986, Page 341 (collectively, the "AHP Mortgage"). 20 11 290 AMIMIMd The City CDBG Greet Dacuments as defined and referred to in this Agreement include: 1. Development Agreement by and between the City of Bangor and VOANNB Bangor Senior Housing, L.P. of even or near date herewith; 2. Promissory Note and Agreement by and between the City of Bangor and VOANNE Bangor Senior Housin&L.P. of even or near date herewith; and - 3. Mortgage Deed by VOANNE Bangor Senior Housing, LY. to the City of Bangor of even or near date herewith m be recorded in the Penobscot County Registry ofDceds(the " iiy CDBG Mortgage h 21