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WHEREAS, the Managing Member desires to authorize the President to sign on behalf of
the Managing Member and as a Shareholder of the Managing Member and as member of the
Project Owner, in connection with the Project.
NOW, THEREFORE, the foregoing recitals are hereby incorporated by reference and it
is hereby,
RESOLVED, that the President of the Managing Member is authorized, empowered and
directed to execute any amendments to the Bond Loan Documents and any and all documents to
extend and convert the Loans to permeant financing on behalf of the Managing Member and the
Project Owner pursuant to the Bylaws of the Managing Member, in connection with the Agreement
and other agreements, Conversion, the DHCD Loans and the Project Operating Agreement
Amendments;
FURTHER RESOLVED, that the President of the Managing Member may sign and
deliver on behalf of the Managing Member and Project Owner any and all documents necessary
in connection with the Agreement, Conversion Deadline Extension, Conversion, the DHCD Loans
and the Project Operating Agreement Amendments, including, without limitation, the
Modification Agreement, the Second Amendment to the Construction and Term Loan Agreement,
and other documents required in connection with the Agreement and Permanent Conversion
Extension; the NHTIF Deferred Payment Note, the VHTF Deferred Payment Note, the HIEE
Deferred Payment Note, the NHTIF Deed of Trust, the VHTF Deed of Trust, and the HIEE Deed
of Trust and any other documents, agreements, or declaration required in connection with the
DHCD Loans; the Sentara Deed of Trust Modification, any subordination agreements, and any
other documents required by Sentara and/or DHCD in connection with the Conversion; and any
other related agreements, restrictive covenants, affidavits, certifications, guarantees, indemnities,
management agreements, and other documents as the President deems necessary or appropriate in
connection with the Agreement, Conversion Deadline Extension, Conversion, the DHCD Loans
and the Project Operating Agreement Amendments; and
FURTHER RESOLVED, that all actions heretofore taken on behalf of the Managing
Member and Project Owner in connection with the matters described herein are hereby ratified
and approved; and
FURTHER RESOLVED, that the President of the Managing Member is authorized and
directed to take any and all such actions set forth in this Resolution, and to execute, in the name
and on behalf of the Managing Member and Project Owner, such documents authorized by this
Resolution.
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