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GUARANTY OF PAYMENT FOR EXECPTIONS TO NON-RECOURSE CARVEOUTS

THIS GUARANTY OF PAYMENT FOR EXCEPTIONS TO NON-RECOURSE


CARVEOUTS (“Guaranty”), is made jointly and severally as of this 1st day of September,
2010, by the undersigned hereof (jointly, severally and collectively hereinafter called the
“Guarantor”) to and in favor of US BANK, NATIONAL ASSOCIATION, acting as trustee
under the hereinafter defined Indenture (together with its successors and assigns as Trustee under
the hereinafter defined Indenture, the "Trustee"), DISTRICT OF COLUMBIA HOUSING
FINANCE AGENCY (the "Issuer"), and CAPITAL ONE, NATIONAL ASSOCIATION, a
national banking association, the initial purchaser of the Bonds (as hereinafter defined) and the
servicing agent (the "Servicing Agent") (the Trustee, the Issuer, and the Servicing Agent each,
and collectively, the “Guaranteed Party”).

WITNESSETH:

WHEREAS, pursuant to and in accordance with the District of Columbia Housing


Finance Agency Act (Chapter 27, Title 42 of the District of Columbia Code, as amended), and
that Trust Indenture, dated as of September 1, 2010, by and between the Issuer and the Trustee
(the “Trust Indenture”), Issuer has determined to issue and sell its Multifamily Housing Revenue
Bonds (Matthews Memorial Terrace Apartments Project) Series 2010 A and Series 2010 B in the
aggregate principal amount of $10,280,000656 (the “Bonds”), to fund a portion of a loan in the
aggregate principal amount of $10,280,000656 (the “Loan”) to the Borrower (as hereinafter
defined), which Loan shall be advanced pursuant to the terms of a Loan and Financing
Agreement dated as of September 1, 2010, by and between the Issuer and the Borrower (the
"Financing Agreement"), shall be evidenced by one or more promissory notes (each and
together, the “Promissory Note” or “Note”) from the Borrower dated the Closing Date, and shall
be used to finance the acquisition, construction, , equipping and improvement of the Project (as
hereinafter defined) (the Trust Indenture, the Financing Agreement, the Note, this Guaranty and
all of the other Documents, as defined in the Trust Indenture and the Financing Agreement, are
hereinafter referred to collectively as the "Documents"); and

WHEREAS, Matthews Memorial Terrace Limited Partnership, a District of Columbia


limited partnership (the “Borrower”), desires to finance, partially with the proceeds of the Bonds
and the Loan, the acquisition, construction and equipping of a 99-unit multifamily residential
rental development located in the District of Columbia known as “Matthews Memorial Terrace
Apartments” (the “Project”); and

WHEREAS, the initial purchaser of the Bonds has agreed to purchase the Bonds and the
Issuer has agreed to make the Loan pursuant to the Financing Agreement, but only if the
Guarantor executes this Guaranty and provides the guaranties set forth herein; and

WHEREAS, the Guarantor will benefit from the availability of the Loan to the Borrower
and is willing to give the guaranty requested so as to induce the purchaser of the Bonds to
purchase such Bonds and to induce the Issuer to make the Loan pursuant to the Financing
Agreement; and

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WHEREAS, Section 3.8(b) of the Financing Agreement provides that there shall be
certain exceptions to the non-recourse liability (the “Exceptions to Non-Recourse”) arising from
certain actions, events, or conditions; and

WHEREAS, the Guarantor, the Trustee, the Issuer, and the Servicing Agent desire to
evidence the obligations of the Guarantor with respect to the Exceptions to Non Recourse.

Initially capitalized words and phrases that appear in this Guaranty without definition
herein shall have the same respective meanings as have been given to such words and phrases in
the Trust Indenture, or in the Documents.

NOW, THEREFORE, in consideration of the foregoing recitals, and of other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in
order induce the Issuer to issue the Bonds and to make the Loan, and to induce the Servicing
Agent to purchase the Bonds, the Guarantor hereby unconditionally covenants and agrees to and
with the Trustee, the Issuer, and the Servicing Agent Guaranteed Party (each, and collectively,
the “Guaranteed Party” as follows:

1. Guarantor absolutely, unconditionally and irrevocably guarantees:

(a) the full and prompt payment of all amounts for which Borrower, the
general partner of the Borrower, and/or the Key Principal areis personally liable under Sections
3.8(b) of the Financing Agreement, i.e., for actions that are subject to the Exceptions to Non-
Recourse, whether upon acceleration or otherwise, and at all times thereafter; and

(b) the full and prompt payment of any Enforcement Costs (as hereinafter
defined in Section 2 hereinbelow).

All amounts due, debts, liabilities and payment obligations described in subsections (a) through
(b) of this Section 1 shall be hereinafter collectively referred to as the “Indebtedness.”

2. If: (a) this Guaranty is placed in the hands of an attorney for collection or is collected
through any legal proceeding; (b) an attorney is retained to represent Guaranteed Party in any
bankruptcy, reorganization, receivership, or other proceedings affecting creditors’ rights and
involving a claim under this Guaranty; (c) an attorney is retained to provide advice or other
representation with respect to this Guaranty; or (d) an attorney is retained to represent
Guaranteed Party in any proceedings whatsoever in connection with this Guaranty and
Guaranteed Party prevails in any such proceedings, then Guarantor shall pay to Guaranteed Party
upon demand all reasonable attorney’s fees, costs and expenses incurred in connection therewith
(all of which costs referred to in subsections (a) through (d) of this Section 2 are “Enforcement
Costs”), in addition to all other amounts due hereunder, regardless of whether all or a portion of
such Enforcement Costs are incurred in a single proceeding brought to enforce this Guaranty as
well as the other Loan Documents.

3. This is an absolute, present and continuing guaranty of payment and not of


collection. For purposes of this Guaranty and the Loan, in the event of any default by Borrower
in the payment of the Indebtedness, after the expiration of any applicable cure or grace period,

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Guarantor agrees, on demand by Guaranteed Party or the holder of the Note, to pay the
Indebtedness regardless of any defense, right of set-off or claims which Borrower may have
against Guaranteed Party or the holder of the Note. All of the remedies set forth herein and/or
provided for in any of the Documents or at law or equity shall be equally available to Guaranteed
Party, and the choice by Guaranteed Party of one such alternative over another shall not be
subject to question or challenge by Guarantor or any other person, nor shall any such choice be
asserted as a defense, setoff, or failure to mitigate damages in any action, proceeding, or
counteraction by Guaranteed Party to recover or seeking any other remedy under this Guaranty,
nor shall such choice preclude Guaranteed Party from subsequently electing to exercise a
different remedy. The parties have agreed to the alternative remedies provided herein in part
because they recognize that the choice of remedies in the event of a default hereunder will
necessarily be and should properly be a matter of good faith business judgment, which the
passage of time and events may or may not prove to have been the best choice to maximize
recovery by Guaranteed Party at the lowest cost to Borrower and/or Guarantor. It is the intention
of the parties that such good faith choice by Guaranteed Party be given conclusive effect
regardless of such subsequent developments.

4. The Guarantor hereby agrees that its liabilities hereunder shall be unaffected by: (i) any
amendment or modification of the provisions of the Documents or any other instrument made to
or with the Guaranteed Party by the Borrower, or any person who succeeds the Borrower as
owner of the Project, or any part thereof, provided that no such action shall increase the
obligations of the Guarantor hereunder without the prior written consent of the Guarantor, (ii)
any extension of time for the performance required thereby, (iii) any sale, assignment or
foreclosure of the Note, the Security Instrument, or any sale of the Project, or any part thereof,
(iv) exculpatory provisions, if any, in any of said instruments limiting Guaranteed Party's
recourse to property securing the Loan or to any other security or limiting Guaranteed Party's
rights to enforce a deficiency judgment against the Borrower, (v) the release of the Borrower or
the Guarantor or any other person or entity from performance or observance of any of the
agreements, terms or conditions contained in any of said instruments by operation of law,
whether made with or without notice to the Guarantor, (vi) Guaranteed Party's failure to properly
record the Security Instrument or properly file any UCC-1 financing statements or to otherwise
perfect, protect, secure or insure any security interest or lien given as security for the Note, (vii)
any recovery from any guarantor under any other guaranty executed in connection with the Loan,
(viii) the accuracy or inaccuracy of any representations or warranties made by the Borrower in
the Security Instrument, or (ix) any recovery as a result of the exercise of any of Guaranteed
Party's rights and/or remedies under the Security Instrument unless as a result thereof the
Guaranteed Party has been paid the entire amount owed to the Guaranteed Party under the Note
and the Security Instrument.

5. The Guarantor hereby agrees that to the extent that any amounts (i) are collected by
Guaranteed Party in connection with any other guaranty or guaranties which are executed by the
Guarantor or any other persons or entities which may hereafter guarantee all or part of the
Indebtedness, and/or (ii) are paid to Guaranteed Party by any person or entity which may
hereafter execute any guaranty or guaranties of all or a portion of the Indebtedness, that
regardless of the way such payments and/or amounts are characterized by any persons or entities,
Guaranteed Party shall have the right, but not the obligation, to apply such amounts first to that

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portion of the Indebtedness, if any, which is not covered by this Guaranty but which is covered
by any other guaranty or guaranties of all or a portion of the Indebtedness.

6. The Guarantor hereby waives any and all legal requirements that the Guaranteed Party
shall institute any action or proceedings at law or in equity against the Borrower, or anyone else,
or exhaust its remedies against the Borrower, or anyone else, in respect of the Loan or the
obligation evidencing the same or the Loan Agreement or the Security Instrument or in respect
of any other security held by the Guaranteed Party as a condition precedent to bringing an action
against the Guarantor upon this Guaranty. All remedies afforded to the Guaranteed Party by
reason of this Guaranty are separate and cumulative remedies and it is agreed that no one of such
remedies, whether exercised by the Guaranteed Party or not, shall be deemed to be an exclusion
of any of the other remedies available to the Guaranteed Party and shall not limit or prejudice
any other legal or equitable remedy which the Guaranteed Party may have.

7. It is understood and agreed that until each and every term, covenant and condition of this
Guaranty is fully performed, the Guarantor shall not be released by any act or thing which might,
but for this provision of this instrument, be deemed a legal or equitable discharge of a surety or a
guarantor, or by reason of any waiver, extension, modification, forbearance or delay or other act
or omission of the Guaranteed Party or its failure to proceed promptly or otherwise, or by reason
of any action taken or omitted or circumstance which may or might vary the risk or affect the
rights or remedies of the Guarantor or by reason of any further dealings between the Borrower
and the Guaranteed Party, whether relating to the Loan or otherwise, except to the extent caused
by the gross negligence or willful misconduct of the Guaranteed Party, and the Guarantor hereby
expressly waives and surrenders any defense to its liabilities hereunder based upon any of the
foregoing acts, omissions, things, agreements, waivers or any of them and hereby expressly
waive and relinquish all other rights and remedies accorded by applicable law to guarantors and
sureties, it being the purpose and intent of this Guaranty that the obligations of the Guarantor
hereunder are absolute and unconditional under any and all circumstances.

8. The Guarantor hereby waives notice of acceptance of this Guaranty by the Guaranteed
Party and of presentment for payment, demand, protest, notice of protest and of dishonor, notices
of default and all other notices of every kind and description now or hereafter provided by any
statute or rule of law.

9. In the event that the Guarantor shall advance or become obligated to pay any sums
toward the construction, equipment or completion of the Improvements, or for any other purpose
in connection with the Project or in the event that for any reason whatsoever the Borrower or any
subsequent owner of the mortgaged premises, or any part thereof, is now, or shall hereafter
become, indebted to the Guarantor in any manner whatsoever, the Guarantor covenants and
agrees that the amount of such sums and of such indebtedness and all interest thereon shall at all
times be subordinate as to lien, time of payment and in all other respects to: (i) all sums,
including principal, interest and other amounts at any time owing to the Guaranteed Party under
the Loan and/or the obligations evidencing the same and/or the Documents and/or the Security
Instrument and (ii) all other sums that now and/or hereafter may be owing to any other creditor
of the Borrower and the Guarantor further covenants and agrees that the Guarantor shall not be
entitled to enforce or receive payment thereof until such sums owing to the Guaranteed Party
have been paid in full. Nothing herein contained is intended or shall be construed to give the

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Guarantor any right or subrogation in or under the Loan, the obligations evidencing the same, the
Documents or the Security Instrument or any right to participate in any way therein or in the
right, title or interest of the Guaranteed Party in or to the Project or other mortgaged property,
notwithstanding any payments made by the Guarantor to or toward the construction, equipment,
rental, sale or completion of the Improvements or any payment relating thereto or any payments
made by the Guarantor under this Guaranty, all such rights of subrogation and participation
being hereby expressly forever waived and released. Notwithstanding anything to the contrary in
this Guaranty, the Guarantor hereby further irrevocably waives any and all rights it may have at
law or in equity (including, without limitation, any law subrogating the Guarantor to the rights of
the Guaranteed Party) to seek contribution, indemnification, or any other form of reimbursement
from the Borrower or any other person now or hereafter primarily or secondarily liable for any
obligations of the Borrower to the Guaranteed Party, for any disbursement made by the
Guarantor under or in connection with this Guaranty or otherwise until all sums owed to
Guaranteed Party by Borrower are paid in full.

10. Any notice, demand or request by the Guaranteed Party to the Guarantor shall be in
writing and shall be deemed to have been duly given or made if mailed by certified or registered
mail addressed to the Guarantor at its address set forth on the signature page of this Guaranty.

11. This Guaranty is, and shall be deemed a contract entered into under the laws of
the state or commonwealth in the United States in which the Project is located (the
“Jurisdiction”), and shall be in all respects construed and interpreted in accordance with the laws
of said Jurisdiction; and no defense shall be interposed in any action or proceeding hereon unless
such defense is also given or allowed by the laws of the Jurisdiction. The undersigned agrees to
submit to personal jurisdiction in the Jurisdiction in any action or proceeding arising out of this
Guaranty.

12. Each Guarantor hereby represents and warrants on its own behalf that:

(a) The most recent financial information of the Guarantor, copies of such
information having been furnished to Guaranteed Party, fairly present the respective financial
condition of the Guarantor as of such dates in a format previously approved by the Guaranteed
Party, and since the date of each of such financial information, there has been no material
adverse change in such condition or operations. The Guarantor shall submit to the Guaranteed
Party such financial information as the Guarantor may be required under the terms of the Loan
Agreement, on such dates and within such time periods as shall be specified therein.

(b) Except for the matter disclosed on Schedule A attached hereto, there are
no actions, suits or proceedings pending or, to the knowledge of the Guarantor threatened against
or affecting the Guarantor or the properties of the Guarantor before any court, governmental
department, commission, board, bureau, agency or instrumentality, domestic or foreign, which, if
determined adversely to the Guarantor, would have a material adverse affect on the financial
condition, properties or operations of the Guarantor.

(c) Neither the business nor the properties of the Guarantor are affected by a
fire, explosion, strike, lockout, or other labor dispute, drought, storm, hail, earthquake, embargo,

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acts of God or of the public enemy or other casualty (whether or not covered by insurance)
which would have a material affect upon the financial condition of the Guarantor.

(d) The Guarantor is not a party to any indenture, loan or credit agreement or
any lease or other agreement or instrument or subject to any charter or other restriction which
would have a material adverse effect on the ability of the Guarantor to carry out its obligations
under this Guaranty.

(e) No information, exhibit or report furnished by the Guarantor to the


Guaranteed Party in connection with the negotiation of this Guaranty contained as of the date
thereof, or, if there be no such date, the date of furnishing thereof, contains or contained any
material misstatement of fact or omitted to state a material fact or any fact necessary to make the
statements contained therein not misleading.

13. The Guarantor hereby agrees to furnish Guaranteed Party with the following:

(a) as soon as available and in any event within 90 days after the end of the fiscal years of
the Guarantor, unaudited financial information of the Guarantor in substantially the same form
and manner as submitted to, and approved by, Guaranteed Party prior to the date hereof, together
with certificates of the Guarantor or said financial officer or partner (as the case may be) stating
that he/she/it has no knowledge of any Event of Default (as such term is defined in the Security
Instrument), or any event which with notice or the passage of time or both would constitute an
Event of Default, which has occurred and is continuing; provided however, that within 120 days
after the end of the fiscal year of Enterprise Homes, Inc., Enterprise Homes, Inc. shall furnish to
Guaranteed Party audited financial information with respect to the foregoing; and

(b) as soon as available and in any event within 30 days after filing, a copy of the filed
federal income tax return of the Guarantor and all requests for extensions to the filing; and

(c) such other information respecting the business, properties or the condition or operations,
financial or otherwise, of the Guarantor as the Guaranteed Party may from time to time
reasonably request.

14. Should Guaranteed Party be obligated by any bankruptcy or other law to repay to
Borrower or to any trustee, receiver or other representative of any of them, any amounts
previously paid in respect of and/or pursuant to this Guaranty, then this Guaranty shall be
reinstated to include the amount of such repayment. Guaranteed Party shall not be required to
litigate or otherwise dispute its obligation to make such repayments if it, in good faith and on the
advice of counsel, believes that such obligation exists.

15. IF ANY ACTION, SUIT OR PROCEEDING WHICH EITHER DIRECTLY OR


INDIRECTLY INVOLVES THIS GUARANTY IS COMMENCED, THE GUARANTOR AND
LENDER BY ACCEPTANCE OF THIS GUARANTY EACH WAIVES ITS RIGHT TO ANY
JURY TRIAL IN CONNECTION THEREWITH.

16. If any of the provisions of this Guaranty, or the application thereof to any person or
circumstances, shall, to any extent, be invalid or unenforceable, the remainder of this Guaranty,
or the application of such provision or provision to persons or circumstances other than those as

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to whom or which it is held invalid or unenforceable, shall not be affected thereby, and every
provision of this Guaranty shall be valid and enforceable to the fullest extent permitted by law.

17. The Guarantor hereby agrees to indemnify the Guaranteed Party against loss, cost or
expense caused by the assertion by the Borrower of any unsuccessful defense to its obligations
under the Note, Security Instrument, or the Documents, or the assertion by the Guarantor of any
unsuccessful defense to the obligations of the Guarantor under the Guaranty. The Guarantor
hereby waives any right or claim of right to cause a marshaling of Borrower's assets or to cause
Guaranteed Party to proceed against any security for the Note before proceeding against the
Guarantor or to proceed against the Guarantor in any particular order. The Guarantor agrees that
any payments required to be made by it hereunder shall become due in accordance with the Note
and Security Instrument immediately upon the happening of any event of default under the Note
or the Security Instrument and without presentment of the Note to the Borrower, demand for
payment or protest thereof, or notice of nonpayment or protest thereof. Upon the occurrence of
any event of default under the Note or the Security Instrument, the Guaranteed Party shall
provide notice of such event of default to the Guarantor.

18. This Guaranty is separate, distinct and in addition to any liability and/or obligations that
the Guarantor may have under any other guaranty executed by it in connection with any other
loan from Guaranteed Party to Borrower and no other agreement or guaranty executed in
connection with the Loan shall act to reduce or set-off Guarantor's liability hereunder.

19. This Guaranty may be executed in one or more counterparts by either or all of the parties
hereto, each of which counterparts shall be an original and all of which shall constitute a single
agreement of guaranty. The failure of any party listed below to execute this Guaranty, or, any
counterpart thereof, shall not relieve any other party from its obligations hereunder.

20. This Guaranty shall be binding upon the respective heirs, legal representatives,
successors and assigns of the Guarantor and shall inure to the benefit of the Guaranteed Party
and its successors and assigns.

21. The term “Guarantor” as used herein shall, if this Guaranty is signed by more than one
party, unless otherwise stated herein, mean the “Guarantor and each of them” and, each
undertaking herein contained shall be their joint and several undertaking.

22. The Guarantor and the Guaranteed Party by acceptance of the Guaranty each hereby (i)
irrevocably submits to the jurisdiction of any Federal court sitting in the Jurisdiction, and any
state court sitting in any county in the Jurisdiction where any portion of the Project is located, in
any action or proceeding arising out of or relating to this Guaranty, (ii) waives any defense based
upon doctrines of venue or forum non conveniens or similar rules or doctrines, and (iii)
irrevocably agrees that all claims in respect of any such action or proceeding may be heard and
determined in such state or Federal court. The Guarantor irrevocably consents to the service of
any and all process which may be required or permitted in any such action or proceeding to the
address specified in the Schedule of Addresses attached to this Guaranty. The Guarantor agrees
that a final judgment in any such action or proceeding shall be inclusive and may be enforced in
any other jurisdiction by suit on the judgment or in any other manner provided by law.

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23. Notwithstanding anything to the contrary in this Guaranty, the liability of Creative
Opportunity Ventures, Inc. (“COVI”) under this Guaranty shall not exceed the amount of the
Development Fee payable to COVI pursuant to Section 3(a) of that Amended and Restated
Development Services Agreement, dated of even date herewith, with respect to the Project (the
“COVI Limited Obligation”), except in the case of any damages to any Guaranteed Party arising
solely and exclusively from the actions or omissions of COVI, in which event COVI shall have
unlimited joint and several liability with respect to such losses.

24. Notwithstanding anything to the contrary in this Guaranty, each Guaranteed Party
agrees that (i) any demand upon Matthews Memorial Baptist Church (the “Church”) for payment
under this Guaranty with respect to any damages arising the Exceptions to Non-Recourse will be
made only after demand has first been made upon COVI for payment the COVI obligation under
this Guaranty, and COVI has failed to pay all of the COVI obligation within ten (10) days after
such demand, and (ii) in such event, the liability of the Church under this Guaranty shall not
exceed the lesser of (A) the COVI Limited Obligation or (B) the difference between the COVI
Limited Obligation and the amount of that obligation paid by COVI to the Guaranteed Party
within ten (10) days after the demand upon COVI for payment hereunder.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Guarantor has duly made and delivered this Guaranty as
of the day and year first above written.

GUARANTOR:

MATTHEWS MEMORIAL, INC.,


a District of Columbia non-profit corporation

By: _______________________________

Name: _________________________

Title: __________________________

AND

THE COMMUNITY BUILDERS, INC.,


a Massachusetts corporation

By: _______________________________

Name: _________________________

Title: __________________________

[Signature Page to Guaranty of Non-Recourse Carveouts]

(Signatures continue)

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MATTHEWS MEMORIAL BAPTIST


CHURCH
a District of Columbia non-profit religious
corporation

By: ___________________________

Name: ___________________________
Its: ___________________________

CREATIVE OPPORTUNITY VENTURES, INC.

By: ___________________________

Name: ___________________________
Its: ___________________________

[Signature Page to Guaranty of Non-Recourse Carveouts]

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Schedule A
Litigation Disclosure

A-1
SCHEDULE

ADDRESSES FOR NOTICES

If to Servicing Agent, Trustee, or Issuer:

At the respective address listed for each in the Financing Agreement

If to Guarantors: THE COMMUNITY BUILDERS, INC.


95 Berkeley Street
Boston, MA 02116

Attention: Tom Buonopane

MATTHEWS MEMORIAL BAPTIST CHURCH


2616 Martin Luther King, Jr. Avenue, SE
Washington, D.C. 20020

Attention : Bishop C. Matthew Hudson, Jr.

MATTHEWS MEMORIAL, INC.,


2616 Martin Luther King, Jr. Avenue, SE
Washington, D.C. 20020

Attention : Bishop C. Matthew Hudson, Jr.

CREATIVE OPPORTUNITY VENTURES, INC.


2616 Martin Luther King, Jr. Avenue, SE
Washington, D.C. 20020

Attention : Bishop C. Matthew Hudson, Jr

A-1

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