Exhibit 10.4
Execution Version
COLLATERAL ASSIGNMENT OF DOCUMENTS, RIGHTS AND CLAIMS
THIS COLLATERAL ASSIGNMENT OF DOCUMENTS, RIGHTS AND CLAIMS (hereinafter
referred to as this "Assignment"), made as of the 26th day of July, 2007, by
AMERICAN CHURCH MORTGAGE COMPANY, a Minnesota corporation (the "Borrower"), to
KEYBANK NATIONAL ASSOCIATION, a national banking association, as Agent for
itself and the other Banks from time to time party to the Credit Agreement (as
hereinafter defined) (the "Agent").
W I T N E S S E T H:
WHEREAS, the Banks which are parties to the Credit Agreement (the "Banks")
have agreed to provide a revolving credit facility to the Borrower pursuant to
the Credit Agreement (the "Credit Facility"), the loan advances under which are
evidenced by the Notes (as defined in the Credit Agreement); and
WHEREAS, as additional security for the Obligations (as defined in the
Credit Agreement), the Borrower desires to assign, and grant to the Agent, for
the benefit of the Agent and the Banks, a security interest in and to, all of
the Borrower's right, title, equity and interest in and to the Collateral (as
hereinafter defined);
NOW THEREFORE, for and in consideration of the foregoing premises and the
mutual covenants and promises herein contained, and other good and valuable
considerations, the receipt and sufficiency of which are hereby acknowledged,
the Borrower hereby covenants and agrees as follows:
ARTICLE 1
LOAN DEFINITIONS
1.01 Definitions. Capitalized terms used herein and not otherwise defined
shall have the meanings assigned to such terms in the Credit Agreement. In
addition to such other terms as are elsewhere defined herein, the following
terms shall have the following meanings, as used in this Assignment and in any
exhibits attached hereto.
"Collateral" shall mean, collectively,
(a) All Mortgage Loans now existing or hereafter made; and
(b) The Mortgage Loan Qualification Documents; and
(c) All security for the indebtedness evidenced by the Mortgage Loans
and the Mortgage Loan Documents, including without limitation the
real and personal property securing the Mortgage Loans, and all
liens, security interests and title of the Borrower with respect
thereto; and
(d) All other documents evidencing or securing the Mortgage Loans or
any security therefor or guaranties thereof, all title insurance
(whether evidenced by policies, commitments or otherwise) issued
with respect to the Property and to any other security for the
Mortgage Loans, all accounts, funds, lockboxes, and all other
instruments, documents and agreements executed by or in favor of
the Borrower or any prior holder of such documents and
instruments in connection with any of the foregoing, and all
other documents delivered or to be delivered to the Borrower or
any prior holder of such documents and instruments under the
Mortgage Loans, and all books and records documenting, evidencing
or relating to the Mortgage Loans (the Mortgage Loan
Qualification Documents and all of said documents, policies,
instruments and agreements, and any and all additions, renewals,
extensions, amendments, modifications, consolidations,
restatements or supplements thereto of any of the foregoing,
being hereinafter referred to collectively as the "Collateral
Documents"); and
(e) All payments due and to become due under the Collateral
Documents, all collections thereon and all other amounts paid
thereunder, including without limitation all prepayments under
the Collateral Documents, and all other cash and non-cash
proceeds of the Collateral Documents or of any other collateral
for the obligations of Mortgage Loan Obligors under the
Collateral Documents; and
(f) All rights and privileges obtained by the Borrower in connection
with the making of loans to Mortgage Loan Obligors evidenced by
the Collateral Documents, together with the Property and all
other property described in the Collateral Documents, and all the
powers, options, privileges and immunities contained in any of
the foregoing; and
(g) Any and all renewals and extensions of any of the foregoing and
any and all replacements or substitutions for any of the
foregoing; and
(h) All proceeds and products of the foregoing of every type.
Notwithstanding the foregoing, Collateral shall not include the Excluded
Mortgage Loan Collateral.
"Credit Agreement" shall mean that certain Revolving Credit Agreement dated as
of even date herewith among the Borrower, the Agent and the Banks, as originally
executed, or as extended, supplemented, consolidated, amended or restated from
time to time.
"Excluded Mortgage Loan Collateral" shall mean any and all Collateral securing
any Excluded Mortgage Loans.
"Event of Default" shall mean an Event of Default under the Credit Agreement.
"Property" shall mean the real and personal property encumbered by the
Collateral Documents.
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"UCC" shall mean the Uniform Commercial Code in effect in the State of Georgia
and, as required to enforce this Assignment, any other applicable jurisdiction
in which the Collateral is located.
ARTICLE 2
ASSIGNMENT
2.01 Assignment of, and Grant of Security Interest in, the Collateral. As
security for the full and prompt payment by the Borrower of the Obligations, the
Borrower hereby grants a security interest in, and transfers, assigns, pledges,
and conveys to the Agent, for the benefit of the Agent and the Banks, the
Collateral, whether now existing or hereafter obtained, and all right, title,
equity and interest of the Borrower in and to the Collateral. It is the
intention of the parties hereto that the Agent shall have a continuing, general
lien upon, security title to and security interest in and to the Collateral.
2.02 Terms of Assignment. It is acknowledged and agreed by the parties
hereto that the Agent (or its designee) shall have sole and exclusive possession
of the Collateral and that this Assignment constitutes a present and current
assignment of all the Collateral and is effective upon the execution and
delivery hereof. Payments under or with respect to the Collateral shall be made
in accordance with the Lockbox Agreement and the Credit Agreement.
ARTICLE 3
ACTION BY AGENT
3.01 Action by the Agent. Whether or not an Event of Default has occurred
(except with respect to subparagraph (iv) below) and whether or not the Agent is
the absolute owner of the Collateral:
(i) The Agent may take such action as the Agent may deem necessary to
protect the Collateral or its security interest therein, the
Agent being hereby authorized to pay, purchase, contest and
compromise any encumbrance, charge or lien which in the sole
judgment of the Agent appears to be prior or superior to its
security interest in the Collateral, and in exercising any such
powers and authority to pay necessary expenses, employ counsel
and pay reasonable attorneys' fees.
(ii) Except as required by law, the Agent shall be under no duty or
obligation to (a) preserve, process, develop, maintain or protect
the Collateral or any of the Borrower's rights or interests
therein, or (b) make or give any notices of default (except as
may be specifically required herein or in the Credit Agreement),
presentments, demands for performance, notices of non-performance
or dishonor, protests, notices of protests or notices of any
other nature whatsoever in connection with the Collateral on
behalf of the Borrower or any other person having any interest
therein; and the Agent does not assume and shall not be obligated
to perform the obligations of the Borrower, if any, with respect
to the Collateral. The Agent may, at any time and from time to
time during the existence of an Event of Default, without notice
or demand and at the expense
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of the Borrower, make requests for information concerning the
Collateral from any obligor thereon.
(iii) The Agent may, at its sole option, make advances to protect the
Collateral and its security therein, or for any reason for which
the Borrower is permitted under the terms of the Collateral
Documents to make advances, and any such advances made by the
Agent shall be deemed advanced under the Collateral Documents,
increasing the indebtedness evidenced and secured thereby, and
also shall be deemed advances under the Loan Documents,
increasing the Loan indebtedness; provided, however, that unless
the Agent, in its sole discretion determines that the making of
such advance is an emergency or unless an Event of Default then
exists, the Agent will only make such advances if the Borrower
shall have failed to take the steps (including, but not limited
to, the payment of any costs or expenses) required by the Agent
to protect the Collateral as specified in a written demand from
the Agent, within five (5) days after the Borrower's receipt of
such demand.
(iv) Upon the occurrence and continuance of an Event of Default, the
Agent may at any time transfer and assign the Collateral or any
portion thereof. To effect such transfer and/or assignment, the
Borrower shall duly execute in blank and deliver with each
Mortgage Loan delivered to the Collateral Agent, an allonge to
each Mortgage Loan Note, an assignment of each Mortgage, and an
assignment of the other Mortgage Loan Documents in the forms
attached as Exhibits A, B-1, B-2 and B-3 hereto (as applicable).
3.02 Attorney-In-Fact. The Borrower hereby nominates and irrevocably
designates and appoints the Agent its true and lawful agent and
attorney-in-fact, either in the name of the Agent or in the name of the
Borrower:
(i) To do all acts and things and execute all documents which the
Agent, in its sole judgment, may deem necessary or advisable to
perfect and continue perfected the security interest created by
this Assignment and to preserve, process, develop, maintain and
protect the Collateral and the value thereof and the Agent's
interest therein, including, without limitation, preparing,
signing, filing and recording, for the Borrower in the Borrower's
name, any financing statement, and any amendment thereto,
covering the Collateral or any portion thereof;
(ii) To do any and every act which the Borrower is obligated to do
under this Assignment;
(iii) Upon the occurrence and during the continuance of an Event of
Default, to ask for, demand, sue for, collect, compound, receive,
receipt for and give acquittances for any and all sums owing or
which may become due with respect to the Collateral; to endorse,
in the name of the Borrower, all checks, notes, drafts, money
orders, evidences of payment, or other instruments received in
payment of, or on account of, the Collateral or any portion
thereof; and to take any and all actions as the Agent, in its
sole judgment, may deem necessary or desirable in order to
realize upon the Collateral, or any portion thereof, including,
without limitation, making any statements and doing or taking any
acts on behalf of the Borrower which are otherwise required of
the Borrower under the
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terms of the Collateral or any portion thereof as conditions
precedent to the payment of the obligations evidenced by, or to
the exercise of, the Collateral or any portion thereof, and to
exercise any right and remedies available under the Collateral
Documents and to execute any document or instrument which the
Agent may deem necessary or desirable in connection therewith,
including pleadings, consent orders, stipulations, and other
documents and instruments which the Agent may deem necessary or
desirable in connection with judicial or nonjudicial foreclosure
of any deed of trust or other security agreement included within
the Collateral Documents or other legal actions or proceedings
with respect to the Collateral;
(iv) Upon the occurrence and during the continuance of an Event of
Default, compromise the Collateral or any portion thereof, and
(v) To endorse and transfer the Collateral upon foreclosure;
provided, however, that the Agent shall be under no obligation whatsoever to
take any of the foregoing actions or to exercise any of the foregoing authority
or power, and the Agent shall have no liability or responsibility for any act or
omission taken with respect thereto except for the Agent's gross negligence or
willful misconduct. Unless otherwise expressly provided to the contrary above,
all of said rights and powers may be exercised by the Agent at any time, whether
or not an Event of Default has occurred and whether or not the Agent is the
absolute owner of the Collateral. The foregoing appointment of the Agent as the
Borrower's attorney-in-fact is coupled with an interest and cannot be revoked by
insolvency, reorganization, merger, consolidation or otherwise.
3.03 Necessity for Agent Action or Consent. So long as this Assignment
shall be held by the Agent as security for the Obligations, (a) except (if no
Event of Default then exists) in the ordinary course of the Borrower's business
and in conformance with the Credit Agreement, no approval, consent, election,
waiver or other matter which is given or required to be given or which inures to
the benefit of the Borrower under the Collateral Documents shall be deemed to
have been given unless and until given or consented to in writing by the Agent;
(b) except (if no Event of Default then exists) in the ordinary course of the
Borrower's business and in conformance with the Credit Agreement, any matter
which is to be established or determined to the satisfaction of the Borrower, or
which is accepted or required to be accepted by the Borrower, shall not be
deemed to have been so established, determined or accepted unless and until so
established, determined or accepted by the Agent; (c) except (if no Event of
Default then exists) in the ordinary course of the Borrower's business and in
conformance with the Credit Agreement, nothing contained in any of the
Collateral Documents may be modified or amended in any manner or respect
whatsoever without the consent of the Agent, and any such attempted modification
or amendment without such consent shall be null and void; (d) no Collateral may
be released without the execution of the documentation of release by the Agent
or the Collateral Agent, and any attempted release without such execution by the
Agent or the Collateral Agent shall be null and void; provided, however, that
the Agent agrees to execute and deliver a release of assets securitized in a
securitization transaction permitted under the terms of the Credit Agreement;
and (e) except (if no Event of Default then exists) in the ordinary course of
the Borrower's business and in conformance with the Credit Agreement, any
exercise of discretion by the Borrower, any requirements imposed or to be
imposed, or permitted to be imposed, by the
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Borrower hereunder, shall be deemed to have been exercised or imposed only when
so exercised or imposed by the Agent. The rights of the Agent under this Section
3.03 may be exercised by the Agent solely at the option of the Agent, and the
Agent shall have no obligation to give any consent or take any other action
whatsoever contemplated hereby, but may instead defer in writing to the Borrower
or require the written concurrence of the Borrower before giving any such
consent or taking any such other actions. Without implying any limitation upon
the scope of Section 6.01 hereof, it is specifically noted that the provisions
of Section 6.01 hereof apply, without limitation, to any action or failure to
act on the part of the Agent with respect to the matters contemplated by this
Section 3.03.
ARTICLE 4
[RESERVED]
ARTICLE 5
REMEDIES
5.01 Remedies. Upon the occurrence and during the continuation of any Event
of Default, without prejudice to the rights of the Agent to enforce its claims
against the Borrower for damages for failure to fulfill any of its obligations
under any of the Loan Documents, the Agent shall have, in addition to all other
rights and remedies that the Agent may have under this Assignment, the other
Loan Documents and at law or in equity, all rights as a secured party under the
UCC and all rights hereinafter set forth, and it may exercise without further
notice to the Borrower, except as may be specifically required herein or in the
other Loan Documents, any one, more, or all of such remedies, in its sole
discretion, without thereby waiving any of the others:
(i) The Agent shall have the right immediately to exercise all of its
rights and remedies provided under the Notes, the Credit
Agreement and any or all of the other Loan Documents.
(ii) The Agent shall have the right to collect and to continue to
collect all payments on the Collateral; to renew, extend, modify,
amend, accelerate, accept partial payments on, make allowances
and adjustments and issue credits with respect to, release,
settle, compromise, compound, collect or otherwise liquidate, on
terms acceptable to the Agent, in whole or in part, the
Collateral and any amounts owing thereon or any guaranty or
security therefor; to enter into any other agreement relating to
or affecting the Collateral; to give all consents, waivers and
ratifications in respect of the Collateral and exercise all other
rights, powers and remedies and otherwise act with respect
thereto as if it were the owner thereof, and to enforce payments
and prosecute any action or proceeding with respect to any and
all of the Collateral and take or bring, in the Agent's name or
in the name of the Borrower, all steps, actions, suits or
proceedings deemed by the Agent necessary or desirable to affect
collection of or to realize upon the Collateral.
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(iii) The Agent shall have all of the rights and remedies of a secured
party under the UCC as in effect at that time, including, without
limitation, the right to take possession of any of the
Collateral, and to sell or otherwise dispose of the same.
(iv) The Agent shall have the right to foreclose the liens and
security interests created under this Assignment or under any
other agreement relating to the Collateral by any available
judicial procedure or without judicial process (if permitted by
applicable law); and to sell, assign, lease or otherwise dispose
of the Collateral or any part thereof, either at public or
private sale, in lots or in bulk, for cash, on credit or for
future delivery, or otherwise, with or without representations or
warranties, and upon such terms as shall be acceptable to the
Agent
(v) The Borrower acknowledges and agrees that whether or not the
Agent is the absolute owner of the Collateral, the Agent at all
times upon the occurrence and during the continuance of an Event
of Default shall have the right, but not the obligation, to
exercise and enforce, in its own name or in the Borrower's name,
any or all rights and remedies of the Borrower under the
Collateral Documents to the exclusion of the Borrower, including
but not limited to the right to inspect the Property, to receive
information and documents, to declare due the indebtedness
secured by the Collateral Documents upon the occurrence of a
default thereunder, to grant or withhold approvals, and to
exercise discretion with respect to any matter. Upon the
occurrence and during the continuation of an Event of Default,
the Borrower shall not exercise or attempt to exercise any such
right or remedy except at the written request of the Agent and
only in strict accordance with the instructions of the Agent. The
Agent may, at its option, enforce or conduct any action for
foreclosure under the Collateral Documents in its own name or in
the name of the Borrower, and the Borrower specifically consents
to any foreclosure (including nonjudicial foreclosure) under any
or all of the Collateral Documents or any other action taken by
the Agent even though such action may release any Person from
personal liability on any of the Collateral Documents. Upon the
exercise by the Agent of any such remedies, any amount bid by the
Agent at any sale of any of the Property or any other Collateral
for the Mortgage Loan Note may, at the option of the Agent, be
deemed to be a credit bid by the Agent of the indebtedness
evidenced by the Mortgage Loan Note and the indebtedness
evidenced by the Notes, or one or more of them; the Agent shall
be entitled to set off the amount of any such bid against any
such indebtedness all at the election of the Agent, in its sole
discretion; and any or all proceeds of the Mortgage Loan Note may
be applied against the indebtedness evidenced by the Notes
pursuant to Section 5.03 below, and the Agent shall hold any
property obtained by the Agent at any such sale free and clear of
any interest or claims of the Borrower, regardless of whether the
Agent shall have exercised any remedy under this Assignment with
respect to any of the Collateral Documents, or shall have sold
any of the Collateral Documents or obtained absolute title
thereto pursuant to its rights and remedies under the UCC, or
otherwise. The Borrower hereby agrees to pay to the Agent,
immediately upon demand, all costs and expenses, including
without limitation reasonable attorneys' fees, incurred by the
Agent in connection with the enforcement or foreclosure of any
Collateral Documents, with interest from the date of expenditure
at the default rate specified in the Notes, to the extent
permitted by applicable laws.
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5.02 Sale of Collateral. In the event the Agent shall determine to sell the
Collateral or any portion thereof, any such sale shall be held at such time or
times and at such place or places as the Agent may determine in the exercise of
its sole discretion. The Agent may bid (which bid may be, in whole or in part,
in the form of cancellation or reduction of Obligations) for and purchase the
Collateral or any part thereof for the account of the Agent or any nominee of
the Agent. The Agent shall not be obligated to make any sale of the Collateral
if it shall determine not to do so, regardless of the fact that notice of sale
of the Collateral may have been given. The Agent may, without notice or
publication, adjourn any public sale from time to time by announcement at the
time and place fixed for sale, and such sale may, without further notice, be
made at the time and place to which the same was so adjourned. Any requirement
of sending reasonable notice to the Borrower shall be met if such notice is
given to the Borrower in the manner set forth in the Credit Agreement at least
ten (10) days before such disposition, which notice shall constitute a
reasonable "authenticated notice of disposition" within the meaning of Section
9-611 of the UCC. Upon consummation of any sale of the Collateral, the Agent
shall have the right to assign, transfer and deliver to the purchaser or
purchasers thereof the Collateral so sold. Each such purchaser at any such sale
shall hold the Collateral sold absolutely free from claim or right on the part
of the Borrower, and the Borrower hereby waives to the extent permitted by law
all rights of redemption, stay and appraisal which it now has or may at any time
in the future have under any rule of law or statute now existing or hereafter
enacted.
5.03 Application of Net Proceeds. The net cash proceeds resulting from the
collection, liquidation, sale, lease or other disposition of the Collateral
shall be applied as set forth in the Credit Agreement.
5.04 No Limitation of Remedies. No remedy conferred upon or reserved to the
Agent herein or in the Note or in any of the other Loan Documents or in the
Collateral is intended to be exclusive of any other remedy conferred upon or
reserved to the Agent under such instruments or under any applicable laws. Each
such remedy shall be cumulative and concurrent and shall be in addition to each
and every other remedy now or hereafter existing under such instruments or at
law or in equity. No delay or omission by the Agent to exercise any right, power
or remedy provided in this Assignment, the Notes, or the other Loan Documents or
otherwise accruing upon any Event of Default shall impair in any manner any such
right, power or remedy, or shall be construed to be a waiver of any such default
or acquiescence therein, and each and every right, power and remedy of the Agent
may be exercised from time as often as may be deemed expedient by the Agent.
5.05 Rights Independent; Adequacy of Collateral. The security interest
created hereunder is independent of any other security for the Obligations or
the obligations of any other party or any guarantor, and upon and after the
occurrence of an Event of Default hereunder, the Agent may proceed in the
enforcement hereof independently of any other right or remedy that the Agent may
at any time hold with respect to the Obligations or any other security or
guaranty therefor. The Agent may file a separate action or actions against the
Borrower hereunder, whether action is brought and prosecuted with respect to any
other security or against any other party or any guarantor, or whether any other
party or any guarantor is joined in any such action or actions.
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ARTICLE 6
GENERAL CONDITIONS
6.01 Indemnification. It is specifically understood and agreed that this
Assignment shall not operate to place any responsibility or obligation
whatsoever upon the Agent, and that in accepting this Assignment, the Agent
neither assumes nor agrees to perform at any time whatsoever any obligation or
duty of the Borrower with respect to the Collateral, all of which obligations
and duties shall be and remain with and upon the Borrower. The Borrower agrees
to release, indemnify, defend and hold harmless, and does hereby release,
indemnify, defend and hold harmless, the Agent from and against any and all
liabilities, obligations, claims, damages, penalties, causes of action, costs
and expenses (including, without limitation, reasonable attorneys' fees and
expenses) imposed upon or incurred by the Agent by reason of this Assignment and
any claim or demand whatsoever which may be asserted against the Agent by reason
of any alleged obligation or undertaking to be performed or discharged by the
Agent under or by reason of this Assignment, except the Borrower shall not
indemnify the Agent against any claim resulting from the Agent's gross
negligence or willful misconduct, as determined by a final, non-appealable order
of a court having jurisdiction over the subject matter. In the event the Agent
incurs any such liability, obligation, claim, damage, penalty, costs or expenses
under or by reason of this Assignment, or in the defense of any claims or
demands arising out of or in connection with this Assignment, the amount of such
liability, obligation, claim, damage, penalty, cost or expense shall be added to
the Obligations, shall bear interest at the default rate specified in the Note
from the date incurred until paid and shall be due and payable immediately upon
demand by the Agent.
6.02 Further Assurances. The Borrower agrees to do such further acts and
things, and to execute and deliver such additional conveyances, assignments,
agreements, documents and instruments as the Agent may reasonably request in
connection with the administration or enforcement of this Assignment or related
to the Collateral or any part thereof or in order to better assure and confirm
unto the Agent its rights, powers and remedies hereunder. Without limiting the
generality of the foregoing, from time to time, upon the reasonable request by
the Agent, the Borrower will make, execute and deliver, or cause to be made,
executed and delivered, to the Agent and, where appropriate, cause to be
recorded and/or filed and from time to time thereafter to be re-recorded and/or
refiled at such time and in such offices and places as shall be deemed desirable
by the Agent, any and all such other and further assignments, deeds to secure
debt, mortgages, deeds of trust, security agreements, financing statements,
continuation statements, instruments of further assurance, certificates and
other documents as may, in the sole opinion of the Agent, be necessary or
desirable in order to effectuate, complete, or perfect, or to continue and
preserve (a) the obligations of the Borrower under this Assignment and (b) the
security interest created by this Assignment as a first and prior security
interest upon the Collateral. Upon any failure by the Borrower so to do, the
Agent may make, execute, record, file, re-record and/or refile any and all such
assignments, deeds to secure debt, mortgages, deeds of trust, security
agreements, financing statements, continuation statements, instruments,
certificates, and documents for and in the name of the Borrower, and the
Borrower hereby appoints the Agent the agent and attorney-in-fact of the
Borrower so to do. Such power of attorney is coupled with an interest and is
irrevocable.
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6.03 Expenses and Costs of the Agent. The Borrower agrees to pay to the
Agent all reasonable advances, charges, costs and expenses, including all
reasonable attorney's fees and expenses, incurred or paid by the Agent in
exercising any right, power or remedy conferred by this Assignment, or in the
enforcement thereof, whether or not an action is filed hereon, together with
interest from the date of the expenditure at the default rate specified in the
Note, to the extent permitted by applicable law, it being specifically
understood and agreed by the Borrower that all such advances, charges, costs and
expenses shall constitute Obligations.
6.04 Release of Collateral and Termination. Upon the payment and
satisfaction in full of the Obligations, and at the Borrower's expense, the
Agent, upon receipt of written request therefor from the Borrower, shall execute
and deliver to the Borrower such documents as may be reasonably necessary to
release the liens and interests on the Collateral created by this Assignment.
6.05 Survival of Certain Agreements. Notwithstanding the repayment of the
Obligations and the cancellation or transfer of the Loan Documents, or any
foreclosure of or other realization upon the Collateral, the agreement of the
Borrower contained herein or in any of the other Loan Documents to pay the costs
and expenses of the Agent in connection with the Loan and all agreements of the
Borrower contained herein or in any of the other Loan Documents to indemnify
and/or hold harmless the Agent shall continue in full force and effect so long
as there exists any possibility of expense or liability on the part of the
Agent.
6.06 Law Governing. THIS ASSIGNMENT SHALL BE GOVERNED BY AND CONSTRUED
UNDER THE LAWS OF THE STATE OF GEORGIA.
6.07 Communications. All communications required or permitted under the
terms of this Agreement shall be given in the manner set forth in the Credit
Agreement.
6.08 Ratification. To the extent permitted by law, the Borrower hereby
ratifies all that the Agent may lawfully do or cause to be done in good faith as
the Borrower's attorney-in-fact hereunder.
6.09. Time of the Essence. Time is of the essence with respect to each and
every covenant, agreement and obligation of the Borrower under this Assignment.
[EXECUTION CONTAINED ON THE FOLLOWING PAGE]
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IN WITNESS WHEREOF, the Borrower has executed this Assignment under seal,
as of the day and year first above written.
Signed, sealed and delivered BORROWER:
n the presence of:
AMERICAN CHURCH MORTGAGE
COMPANY, a Minnesota corporation
Witness
By: /s/ Philip J. Myers
/s/ Lisa M. Slowinski Philip J. Myers
Notary Public President
My commission expires: Jan. 31, 2010
[AFFIX NOTARIAL SEAL]
EXHIBIT A
ALLONGE
This Allonge is attached to and made a part of that certain promissory note
dated _________________, in the principal sum of ______________________________
NO/100THS DOLLARS ($_______________) executed by
_______________________________________, and made payable to the order of
American Church Mortgage Company, a Minnesota corporation.
Pay to the order of _______________________________________, without
recourse or warranty.
Dated: ____________ 20___
- ------------------------------------------------------------ ---------------------------------------------------------
AMERICAN CHURCH MORTGAGE COMPANY
- ------------------------------------------------------------ ---------------------------------------------------------
- ------------------------------------------------------------ ---------------------------------------------------------
By:
Name:
Title:
- ------------------------------------------------------------ ---------------------------------------------------------
EXHIBIT B-1
ASSIGNMENT OF SECURITY INSTRUMENT
FOR VALUABLE CONSIDERATION, AMERICAN CHURCH MORTGAGE COMPANY, a corporation
organized and existing under the laws of the State of Minnesota (the
"Assignor"), having its principal office at 10237 Yellow Circle Drive,
Minnetonka, Minnesota 55343, hereby assigns, grants, sells and transfers to
____________________________________, a _____________________ organized and
existing under the laws of _____________________ (the "Assignee"), having its
principal place of business at ______________________________, and the
Assignee's successors, transferees and assigns forever, all of the right, title
and interest of the Assignor in and to the following described instrument
("Security Instrument"):
----------------------------------------- ------------------------------------------------------
Name of Security Instrument:
--------------------------------------------
----------------------------------------- ------------------------------------------------------
----------------------------------------- ------------------------------------------------------
Borrower:
--------------------------------------------
----------------------------------------- ------------------------------------------------------
----------------------------------------- ------------------------------------------------------
Date:
----------------------------------------- ------------------------------------------------------
----------------------------------------- ------------------------------------------------------
Original Principal:
----------------------------------------- ------------------------------------------------------
----------------------------------------- ------------------------------------------------------
Recording Information:
----------------------------------------- ------------------------------------------------------
----------------------------------------- ------------------------------------------------------
Place:
----------------------------------------- ------------------------------------------------------
----------------------------------------- ------------------------------------------------------
Reference:
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----------------------------------------- ------------------------------------------------------
The property described in Exhibit A, attached to this Assignment and
incorporated into it by this reference is encumbered by said Security
Instrument.
Together with the promissory note or other obligation described in the
Security Instrument and all obligations secured by the Security Instrument now
or in the future.
IN WITNESS WHEREOF, the Assignor has executed this Assignment as of the ___
day of _____________, 20___.
ASSIGNOR:
AMERICAN CHURCH MORTGAGE
COMPANY
By:_________________________________
Name:_______________________________
Title:______________________________
[ATTACH APPROPRIATE ACKNOWLEDGMENT]
EXHIBIT A
Legal Description
EXHIBIT B-2
ASSIGNMENT OF SECURITY DOCUMENT
FOR VALUABLE CONSIDERATION, AMERICAN CHURCH MORTGAGE COMPANY, a corporation
organized and existing under the laws of the State of Minnesota (the
"Assignor"), having its principal office at 10237 Yellow Circle Drive,
Minnetonka, Minnesota 55343, hereby assigns, grants, sells and transfers to
______________________, a _____________________ organized and existing under the
laws of _____________________ (the "Assignee"), having its principal place of
business at _______________________________, and the Assignee's successors,
transferees and assigns forever, all of the right, title and interest of the
Assignor in and to the following described documents between Assignor, the
borrower and control party or intermediary named below all dated as of the date
set forth below:
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Documents Assigned: o Promissory Note
o Loan Agreement
o Pledge and Security Agreement
o Control Agreement
o
o
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Date:
--------------------------------------------
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Borrower:
--------------------------------------- -----------------------------------------------------------
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Control Party / Intermediary:
--------------------------------------------
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IN WITNESS WHEREOF, the Assignor has executed this Assignment as of
____________, 20__
ASSIGNOR:
AMERICAN CHURCH MORTGAGE
COMPANY
By:____________________________________
Name:__________________________________
Title:_________________________________
EXHIBIT B-3
ASSIGNMENT
ASSIGNMENT FOR VALUE RECEIVED, the undersigned _____________________
____________________________________________________________________________(the
"Transferor"), hereby sells, assigns, and transfers unto _____________________
________________________________________________________________________________
(Please insert name and Social Security or Federal Employer Identification
number of assignee) the within Bond and all rights thereunder, and hereby
irrevocably constitutes and appoints
____________________________________________________ (the "Transferee") as
attorney to register the transfer of the within Bond on the books kept for
registration thereof, with full power of substitution in the premises.
Date: ____________________________
Signature Guaranteed:
- --------------------------------------
NOTICE: Signature(s) must be guaranteed
by an institution which is a participant
in the Securities Transfer Agent Medallion
Program (STAMP) or similar program.
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NOTICE: No transfer will be registered and no new Bond will be
issued in the name of the Transferee, unless the signature(s) to
this assignment corresponds with the name as it appears upon the
face of the within Bond in every particular, without alteration
or enlargement or any change whatever and the Social Security or
Federal Employer Identification Number of the Transferee is
supplied.
The following abbreviations, when used in the inscription on the face of
the within Bond, shall be construed as though they were written out in full
according to applicable laws or regulations:
- ------------------------- ---------------------------------- ---------------------------------------------------------
TEN COM - as tenants in common UNIF TRANS MIN ACT - _________________
(Cust.)
TEN ENT - as tenants by en entireties Custodian for ______________________________
(Minor)
JT TEN - as joint tenants with under Uniform Transfers to Minors Act of
right of survivorship and
not as tenants in common _____________________________
(State)
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Additional abbreviations may also be used though not in list above.