Nashua Performing Arts Center - NMTC Term Sheet Confidential
October 14, 2020
opinions or other tax analyses) relating to such tax treatment and tax structure.
Termination:
1. Investor may terminate the agreement created by this letter by written
notice to Borrower if:
a. Project Sponsor or Borrower fails to comply with any material
term or condition of this letter,
b. Project Sponsor, Borrower or any of the owners thereof:
i. Applies for or consents to the appointment of a receiver,
trustee, or liquidator for it or for any of its property;
ii. Admits in writing an inability to pay its debts as they
mature:
iii. Makes a general assignment for the benefit of creditors;
iv. Is adjudicated as bankrupt or insolvent; or
v. Asa debtor, files or has filed against it petitions in
bankruptcy, or petitions secking reorganization or an
arrangement with creditors or to take advantage of any
bankruptcy, reorganization, insolvency, readjustment of
debt, dissolution or liquidation law or statute;
c. Any representation, warranty, statement, certificate, or other
information made or furnished to Investor is false or misleading
in any material respect as of the date made or furnished;
d. There has been a material adverse change in the facts set forth in
the underwriting materials or in the financial condition of Project
Sponsor, Borrower or any of their respective owners;
¢. The improvements involved in the Project is destroyed, in whole
or in material part, by fire or other casualty, or is condemned or
notice of condemnation proceedings are sent to the owner of
owners thereof, or is transferred without the prior written consent
of Sub-CDE:; or
™
An action involving Borrower which questions or challenges the
validity of the formation of Borrower or the ability of Borrower
or Project Sponsor to enter into the transactions contemplated
hereby is brought or threatened by any party not related to
investor.
2. Upon the termination of the agreement created by this letter by
Investor, Borrower and/or Project Sponsor shail, no later than fifteen (15)
calendar days after such termination, pay to Investor an amount equal to
Investor's legal costs and other fees and expenses in connection with the
33231393
transaction that exceed the aggregate amount of the Initial Deposit and any
1]
