View original fileNOTICE OF SALE UNDER POWER other claims, both at law and in equity, relating to the Premises, the Improvements, the Fixtures or the Equipment, not included in Rents;
STATE OF GEORGIA (j) all claims against any Person with respect to any damage to the Premises, the Improvements, the Fixtures or Equipment including, without limitation, damage arising from any defect in
COUNTY OF BIBB or with respect to the design or construction of the Improvements, the Fixtures or the Equipment and any damage resulting therefrom;
By virtue of Power of Sale contained in the Deed to Secure Debt, Assignment of Leases and Rents, Security Agreement and Fixture Filing from Wilshire Woods Apartments, L.L.C., an Alabama limited (k) all deposits or other security or advance payments, including rental payments made by or liability company (“Grantor”) to Arbor Realty Sr, Inc., a Maryland corporation (“Original Lender”), on behalf of Grantor to others, with respect to (i) insurance policies, (ii) utility services, (iii) cleaning, dated as of September 16, 2022, recorded at Book 11383, Page 251, in the records of the Clerk of maintenance, repair or similar services, (iv) refuse removal or sewer service, (v) parking or similar Superior Court of Bibb County, Georgia, as assigned by that certain Assignment of Deed to Secure services or rights and (vi) rental of Equipment, if any, relating to or otherwise used in the operation of the Debt, Assignment of Leases and Rents, Security Agreement and Fixture Filing, from Original Lender Premises, Improvements, the Fixtures or Equipment; to Arbor Realty Commercial Real Estate Notes 2021-FL2, Ltd., an exempted company incorporated in the Cayman Islands with limited liability (“CLO 15”), dated October 4, 2022, and recorded at Deed (l) all intangible property relating to the Premises, the Improvements, the Fixtures or the Book 11407, Page 190, aforesaid records, as further assigned by that certain Assignment of Deed to Equipment or its operation, including, without limitation, trade names, trademarks, logos, building names Secure Debt, Assignment of Leases and Rents, Security Agreement and Fixture Filing from CLO 15 and goodwill; to ARMS 2021-2 Equity Holdings LLC, a Delaware limited liability company (“ARMS”), dated June 13, 2024, and recorded at Deed Book 11885, Page 285, aforesaid records, as further assigned by that (m) all advertising material, guaranties, warranties, building permits, other permits, licenses, certain Assignment of Deed to Secure Debt, Assignment of Rents and Leases, Security Agreement plans and specifications, shop and working drawings, soil tests, appraisals and other documents, and Fixture Filing from ARMS to Majestic Gardens GA PO LLC, a Delaware limited liability company materials and/or personal property of any kind existing in or relating to the Premises, the Improvements, (“Holder”), made effective as of April 28, 2025, and recorded in the aforesaid records (the deed to the Fixtures, and the Equipment; secure debt, as same may from time to time have been amended and restated, replaced, substituted or modified, being hereinafter referred to as the “Security Deed”), said Security Deed being given to (n) all surveys, drawings, designs, plans and specifications prepared by the architects, secure, without limitation, that certain Promissory Note dated as of September 16, 2022, from Grantor engineers, interior designers, landscape designers and any other consultants or professionals for the in favor of Original Lender, as assigned to CLO 15 pursuant to that certain Endorsement dated October design, development, construction, repair and/or improvement of the Property, as amended from time to 4, 2022, as further assigned to ARMS pursuant to that certain Endorsement dated June 13, 2024, and time; as further assigned to Holder pursuant to that certain Endorsement dated April 28, 2025, in the original principal amount of Three Million Fifty Thousand and 00/100 Dollars ($3,050,000.00) with interest from (o) the right, in the name of and on behalf of Grantor, to appear in and defend any action or the date thereof at the rate specified therein (the promissory note, as same may from time to time have proceeding brought with respect to the Premises, the Improvements, the Fixtures or the Equipment been consolidated, amended and restated, replaced, renewed, substituted or modified, being hereinafter and to commence any action or proceeding to protect the interest of Holder in the Premises, the referred to as the “Note”) together with all other indebtedness owed by Grantor to Holder, there will Improvements, the Fixtures or the Equipment; be sold by the undersigned at public outcry to the highest bidder for cash before the Courthouse door at Bibb County, Georgia, within the legal hours of sale on the first Tuesday in September, 2025, the (p) Any rate cap agreement, including, but not limited to, all “accounts”, “chattel paper”, “general following property (collectively, the “Property”): intangibles” and “investment property” (as such terms are defined in the Uniform Commercial Code as (a) The real property described as follows (individually and collectively, the “Premises”): from time to time in effect) constituting or relating to the foregoing; and all products and proceeds of any
of the foregoing; and Record Description:
(q) all proceeds of each of the foregoing. LEGAL DESCRIPTION @ Book 6455, Page 173:
Capitalized terms used in clauses (a)-(q) above but not otherwise defined shall have the meanings set ALL THAT TRACT OR PARCEL OF LAND SITUATE, LYING AND BEING IN LAND LOT 122 OF forth below: THE 4TH LAND DISTRICT, BIBB COUNTY, GEORGIA, CONTAINING 7.67 ACRES AND 333,885.02 SQUARE FEET MORE OR LESS, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: “Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy”, as amended
from time to time, and any successor statute or statutes and all rules and regulations from time to COMMENCE AT THE INTERSECTION OF THE SOUTHERLY RIGHT OF WAY OF ROCKY CREEK time promulgated thereunder, and any comparable foreign laws relating to bankruptcy, insolvency, or ROAD (85’ ROW) AND THE EASTERLY RIGHT OF WAY OF BLOOMFIELD ROAD (80’ ROW); creditors’ rights. THENCE LEAVING SAID INTERSECTION AND SAID BLOOMFIELD ROAD RIGHT OF WAY AND ALONG SAID ROCKY CREEK ROAD RIGHT OF WAY S84°40’19’E 273.36 FEET TO AN IRON PIN; “Execution Date” means September 16, 2022. THENCE CONTINUE S84°40’19’E 355.64 FEET TO AN IRON PIN, SAID POINT BEING THE POINT OF BEGINNING FOR THE FOLLOWING DESCRIBED PARCEL OF LAND; THENCE LEAVING “Governmental Approvals” means any authorization, consent or approval of, or any certificate of SAID POINT OF BEGINNING CONTINUE S84°40’19’E 120.00 FEET TO AN IRON PIN; THENCE occupancy, license, Permit, or certification issued by, or any exemption of, registration or filing with, or LEAVING SAID RIGHT OF WAY S00°17’32’E 726.95 FEET TO AN IRON PIN; THENCE N89°54’00’W report or notice to, any Governmental Authority. 748.83 FEET TO AN IRON PIN LYING ON THE ABOVE DESCRIBED EASTERLY RIGHT OF WAY OF BLOOMFIELD ROAD; THENCE ALONG SAID RIGHT OF WAY N00°12’52’W 129.95 FEET TO AN “Governmental Authority” means any nation or government, any state or other political subdivision IRON PIN; THENCE LEAVING SAID RIGHT OF WAY N89°49’00’E 241.16 FEET TO AN IRON PIN; thereof, and any entity exercising executive, legislative, judicial, regulatory or administrative functions of THENCE N00°11 ‘00’W 290.00 FEET TO AN IRON PIN; THENCE N04°50’21’E 150.43 FEET TO AN or pertaining to government. IRON PIN; THENCE S84°26’31’E 340.31 FEET TO AN IRON PIN; THENCE N64°11 ‘47’E 24.90 FEET TO AN IRON PIN; THENCE N03°17’35’E 210.31 FEET TO THE POINT OF BEGINNING. “Impositions” means all taxes (including, without limitation, Real Property Taxes, real property transfer,
deed transfer and other similar taxes, ad valorem, sales (including those imposed on lease rentals, SAID DESCRIBED PARCEL OF LAND BEING THE SAME PROPERTY DESCRIBED IN BOOK 1092 use, single business, gross receipts, value added, intangible transaction privilege, privilege or license AT PAGE 31 AS RECORDED IN THE CLERK’S OFFICE AT SUPERIOR COURT OF BIBB COUNTY, or similar taxes), assessments (including, without limitation, all assessments for public improvements GEORGIA. or benefits, whether or not commenced or completed prior to the Execution Date and whether or not
commenced or completed within the term of the Loan), ground rents, water, sewer or other rents and As- Surveyed Legal Description: charges, excises, levies, fees (including, without limitation, license, Permit, inspection, authorization or
similar fees), and all other governmental charges, in each case whether general or special, ordinary or ALL THAT TRACT OR PARCEL OF LAND SITUATE, LYING AND BEING IN LAND LOT 122 OF extraordinary, or foreseen or unforeseen, of every character in respect of the Property and/or any Rent THE 4TH LAND DISTRICT, BIBB COUNTY, GEORGIA, CONTAINING 7.67 ACRES AND 333,885.02 (including all interest and penalties thereon), which at any time prior to, during, or in respect of the terms SQUARE FEET MORE OR LESS, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: of the Loan Agreement may be assessed or imposed on or in respect of or be a Lien upon (a) Grantor COMMENCE AT THE INTERSECTION OF THE SOUTHERLY RIGHT OF WAY OF ROCKY CREEK (including, without limitation, all franchise, single business or other taxes imposed on Grantor for the ROAD (85’ ROW) AND THE EASTERLY RIGHT OF WAY OF BLOOMFIELD ROAD (80’ ROW); privilege of doing business in the jurisdiction where the Property is located) or Holder, (b) the Property or THENCE LEAVING SAID AND THE EASTERLY RIGHT OF WAY OF BLOOMFIELD ROAD (80’ ROW); any part thereof or any Rent therefrom or any estate, right, title or interest therein, or (c) any occupancy, THENCE LEAVING SAID INTERSECTION AND SAID BLOOMFIELD ROAD RIGHT OF WAY AND operation, use or possession of, or sales from, or activity conducted on, or in connection with the ALONG SAID ROCKY CREEK ROAD RIGHT OF WAY S84°40’19”E 273.36 FEET TO AN IRON PIN; Property, or any part thereof, or the leasing or use of the Property, or any part thereof, or the acquisition THENCE CONTINUE S84°40’19”E 355.64 FEET TO AN IRON PIN, SAID POINT BEING THE POINT or financing of the acquisition of the Property, or any part thereof, by Grantor. OF BEGINNING FOR THE FOLLOWING DESCRIBED PARCEL OF LAND; THENCE LEAVING SAID POINT OF BEGINNING CONTINUE S84°40’19”E 120.00 FEET TO AN IRON PIN; THENCE “Law” means any treaty, federal, state or local statute, law, rule, regulation, ordinance, order, code, LEAVING SAID RIGHT OF WAY S00°17’32”E 726.95 FEET TO AN IRON PIN; THENCE N89°54’00”W policy or rule of common law in effect and any judicial or administrative interpretation of any of the 748.83 FEET TO AN IRON PIN LYING ON THE ABOVE DESCRIBED EASTERLY RIGHT OF WAY foregoing by a Governmental Authority or otherwise, together with any judicial or administrative order, OF BLOOMFIELD ROAD; THENCE ALONG SAID RIGHT OF WAY N00°12’52”W 129.95 FEET TO consent decree, judgment or agreement with a Governmental Authority. AN IRON PIN; THENCE LEAVING SAID RIGHT OF WAY N89°49’00”E 241.16 FEET TO AN IRON PIN; THENCE N00°11’00”W 290.00 FEET TO AN IRON PIN; THENCE N04°50’21”E 150.43 FEET TO “Lien” means any mortgage, deed of trust, pledge, security interest, hypothecation, assignment, deposit AN IRON PIN; THENCE 584°26’31”E 340.31 FEET TO AN IRON PIN; THENCE N64°11’47”E 24.90 arrangement, encumbrance, lien (statutory or other), or preference, priority, or other security agreement FEET TO AN IRON PIN; THENCE N03°17’35”E 210.31 FEET TO THE POINT OF BEGINNING. SAID or preferential arrangement, charge or encumbrance of any kind or nature whatsoever, including any DESCRIBED PARCEL OF LAND BEING THE SAME PROPERTY DESCRIBED IN BOOK 1092 AT conditional sale or other title retention agreement, any financing lease having substantially the same PAGE 31 AS RECORDED IN THE CLERK’S OFFICE AT SUPERIOR COURT OF BIBB COUNTY, economic effect as any of the foregoing, and the filing of any financing statement under the UCC or GEORGIA. comparable Law of any jurisdiction to evidence any of the foregoing.
TOGETHER WITH: “Loan” means the loan made pursuant to the Loan Agreement from Original Lender to Grantor on the Execution Date in the maximum principal amount of Three Million Fifty Thousand and No/100 Dollars (b) (i) all buildings, foundations, structures, fixtures, additions, enlargements, extensions, ($3,050,000.00). modifications, repairs, replacements and improvements of every kind or nature located on the Premises (collectively, the “Improvements”); and (ii) to the extent permitted by Law, the name or names, if any, as “Loan Agreement” means that certain Loan Agreement made as of September 16, 2022 by and may be used for each Improvement, and the goodwill associated therewith; between Grantor and Original Lender, as assigned to Holder.
(c) all easements, rights-of-way, strips and gores of land, vaults, streets, ways, alleys, passages, “Loan Documents” means the Loan Agreement, the Note, the Security Instrument, and all other sewer rights, water, water courses, water rights and powers, ditches, ditch rights, reservoirs and documents executed in connection with, evidencing and/or securing the Loan, as each of the foregoing reservoir rights, air rights and development rights, lateral support, drainage, gas, oil and mineral rights, may from time to time be amended, modified, consolidated, extended, renewed or replaced. tenements, hereditaments and appurtenances of any nature whatsoever, in any way belonging, relating or pertaining to the Premises or the Improvements and the reversion and reversions, remainder and “Permit” means all Governmental Approvals issued by or required to be obtained from any remainders, and all land lying in the bed of any street, road or avenue, opened or proposed, in front of or Governmental Authority in connection with the transactions contemplated in the Loan Documents or the adjoining the Premises to the center line thereof and any and all sidewalks, drives, curbs, passageways, ownership, operation, construction or maintenance of the Property. streets, spaces and alleys adjacent to or used in connection with the Premises and/or Improvements and all the estates, rights, titles, interests, property, possession, claim and demand whatsoever, both in “Person” means any individual, partnership, limited partnership, corporation, limited liability company, law and in equity, of Grantor of, in and to the Premises and Improvements, and every part and parcel business trust, joint stock company, trust, unincorporated association, joint venture, Governmental thereof, with the appurtenances thereto; Authority, or other entity of whatever nature.
(d) all machinery, equipment, fittings, apparatus, appliances, furniture, furnishings, tools, fixtures “Property Agreements” means all agreements, grants of easements and/or right-of-way, reciprocal (including, but not limited to, all heating air conditioning, ventilating, waste disposal, sprinkler and fire easement agreements, Permits, declarations of covenants, conditions and restrictions, disposition or and theft protection equipment, plumbing, lighting, communications and elevator fixtures) and other development agreements, planned unit development agreements, management or parking agreements, personal property and other property of every kind and nature whatsoever owned by Grantor, located party wall agreements or other instruments affecting the Property, including any brokerage agreements, upon, or in, and used in connection with the Premises or the Improvements, or appurtenant thereto, management agreements, service contracts, and Leases. and all building equipment, materials and supplies of any nature whatsoever owned by Grantor, located upon, or in, and used in connection with the Premises or the Improvements or appurtenant thereto, “Property Manager” means Millenia Housing Management, Ltd., and any other managing agent for the (all of the foregoing items described in this Section (d) collectively, the “Equipment”), all of which, Property approved by Holder pursuant to Section 4.05(s) of the Loan Agreement. and any replacements, modifications, alterations and additions thereto, to the extent permitted by applicable Law, shall be deemed to constitute fixtures (the “Fixtures”), and are part of the Premises “Real Property” means that certain real property commonly known as Majestic Gardens located at 2560 and/or Improvements and security for the payment of the Secured Obligations and the performance of Rocky Creek Road, Macon, Georgia 31206, more particularly described as the Premises. Grantor’s obligations. To the extent any portion of the Equipment is not real property or Fixtures under applicable Law, it shall be deemed to be personal property, and the Security Instrument shall constitute a “Real Property Taxes” means all taxes, payments in lieu of taxes, assessments, water and sewage security agreement creating a security interest therein in favor of Holder under the UCC; charges, governmental impositions, and other charges, including vault charges and license fees for the
use of vaults, chutes and similar areas adjoining the Real Property, required to be paid by Grantor. (e) all awards or payments, including interest thereon, which may hereafter be made with respect to the Premises, the Improvements, the Fixtures, or the Equipment, whether from the exercise “Secured Obligations” means all of the following obligations: (a) the indebtedness evidenced by the of the right of eminent domain (including but not limited to any transfer made in lieu of or in anticipation Note, (b) all interest, including default interest, all fees, including all exit fees, all charges and other of the exercise of said right), or for a change of grade, or for any other injury to or decrease in the payment obligations under the Security Instrument and the other Loan Documents, including yield value of the Premises, the Improvements or the Equipment or refunds with respect to the payment of maintenance payments and prepayment premiums, (c) payment and performance of all obligations of property taxes and assessments, and all other proceeds of the conversion, voluntary or involuntary, of Grantor under the Security Instrument and each of the other Loan Documents, (d) all sums advanced the Premises, Improvements, Equipment, Fixtures or any other Property or part thereof into cash or pursuant to the Security Instrument or any other Loan Document to protect and preserve the Property liquidated claims; and the Lien created by the Security Instrument, and (e) all costs and expenses incurred by Holder
(including its predecessors) and its assigns that Grantor is required to pay to Holder in accordance with (f) all leases, tenancies, licenses and other agreements affecting the use, enjoyment or the terms of the Security Instrument or any other Loan Document. occupancy of the Premises, the Improvements, the Fixtures, or the Equipment or any portion and all reciprocal easement agreements, license agreements, and other agreements with Tenants and fee “Tenants” means each tenant, lessee, licensee, or other party to a Lease. owners of property contiguous to or surrounding the Premises (the “Leases”), whether before or after the filing by or against Grantor of any petition for relief under the Bankruptcy Code, together with all cash “UCC” or “Uniform Commercial Code” means the Uniform Commercial Code as in effect in the State or security deposits, advance rentals and payments of similar nature and guarantees or other security of Georgia (with respect to fixtures), the State of New York or the state in which any of the reserve held by Grantor in connection therewith (the “Entity Guaranties”) to the extent of Grantor’s right or accounts or collection accounts are located. interest therein and all remainders, reversions and other rights and estates appurtenant thereto, and all rents (including additional rents of any kind and percentage rents), rent equivalents, moneys payable The indebtedness secured by the Security Deed has been and is hereby declared due because of as damages (including payments by reason of the rejection of a Lease in a bankruptcy proceeding) or default under the terms of the Note and Security Deed including, but not limited to, the nonpayment of in lieu of rent or rent equivalents, royalties (including, without limitation, all oil and gas or other mineral principal and interest when due. The indebtedness remaining in default, the sale will be made for the royalties and bonuses), income, receivables, receipts, revenues, deposits (including security, utility and purpose of applying the proceeds thereof to the payment of the indebtedness secured by the Security other deposits), accounts, cash, issues, profits, charges for services rendered, and other payments Deed, accrued interest and expenses of the sale and all other payments provided for under the Security and consideration of whatever form or nature received by or paid to or for the account of or benefit Deed, including attorneys’ fees as provided in the Note and Security Deed, notice of intention to collect of Grantor or any of its agents or employees from any and all sources arising from or attributable to attorneys’ fees having been given as provided by law, and the remainder, if any, shall be applied as the Premises, the Improvements, the Fixtures or the Equipment, including charges for oil, gas, water, provided by law. steam, heat, ventilation, air-conditioning, electricity, license fees, maintenance fees, charges for taxes, To the best of Holder’s knowledge, Grantor or tenants in occupancy under Grantor are in possession of operating expenses or other amounts payable to Grantor (or for the account of Grantor), revenues from the Property. Said property will be sold as the property of Grantor subject to all unpaid real estate ad telephone services, laundry, vending, television and all receivables, customer obligations now existing valorem taxes and governmental assessments and all prior restrictions, rights-of-way, and easements or hereafter arising or created out of the sale, lease, sublease, license, concession or other grant of the of record, if any, appearing of record prior to the date of the Security Deed and those appearing after right of the use and occupancy of the Premises or rendering of services by Grantor, Property Manager, the date of the Security Deed and consented to by the grantee therein, together with those recorded or or any of their respective agents or employees and proceeds, if any, from business interruption or other unrecorded leases entered into after the date of the Security Deed and consented to by Holder. loss of income insurance (the “Rents”) and all proceeds from the sale or other disposition of the Leases The entity that has full authority to negotiate, amend, and modify all the terms of the mortgage with and the right to receive and apply the Rents and the Entity Guaranties to the payment of the Secured Grantor is: Majestic Gardens GA PO LLC, 333 Earle Ovington Blvd., Suite 900, Uniondale, New York Obligations; 11553, Attention: Ryan Caso, Tel: (516) 506-4404. Please understand that the secured creditor is not
required by law to negotiate, amend or modify the terms of the mortgage instrument. (g) all proceeds of and any unearned premiums on any insurance policies covering the Premises, the Improvements, the Fixtures, or the Equipment, including, without limitation, the right to MAJESTIC GARDENS GA PO LLC, A DELAWARE LIMITED LIABILITY COMPANY, receive and apply the proceeds of any insurance, judgments, or settlements made in lieu thereof, for AS ATTORNEY-IN-FACT FOR WILSHIRE WOODS APARTMENTS, L.L.C., AN ALABAMA LIMITED damage to the Premises, the Improvements, the Fixtures or the Equipment and all refunds or rebates of LIABILITY COMPANY Impositions, and interest paid or payable with respect thereto;
Johnny D. Latzak, Jr., Esq. (h) all right, title and interest of every nature of Grantor in all monies deposited or to be Bryan Cave Leighton Paisner LLP deposited in any funds or accounts maintained or deposited with Original Lender or any of its respective One Atlantic Center, 14th Floor assigns (including but not limited to Holder and its respective assigns), in connection herewith; 1201 West Peachtree Street, N.W.
Atlanta, Georgia 30309 (i) all Property Agreements, accounts receivable, contract rights, franchises, interests, estate or (404) 572-5939