closing. The Fund Lender shail enter into a foreberance agreement for the
seven year NMTC compliance period, in which , the Fund Lender agrees to
refrain from (i) taking any Lien Enforcement Action (ii) exercising any other
tights or remedies it may have under the Fund Loan Documents, including,
without limitation its respective Fund Pledge Agreement, including, but not
limited to accelerating the Loan, collecting rents, appointing (or seeking the
appointment of) a receiver or exercising any other Tights or remedies
thereunder, and (iii) joining with any other creditor in commencing any
bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings with respect to the Investment Fund, from the date hereof until
the termination of the Tax Credit Investment Period (as that term is defined in
the Investment Fund’s Operating Agreement) (the “Forbearance Termination
Date”). “Lien Enforcement Action” shall mean (i) any action to foreclose on,
take possession of, sell or otherwise realize (judicially or non-judicially) upon
the Investment Fund’s 99.99% membership interest in the Sub-CDE (“CDE
Membership Interests”), or any rights or privileges attendant thereto
(including, without limitation, by set-off), (ii) any action to assert ownership
rights with respect to any CDE Membership Interests, or any rights or
privileges attendant thereto, (iii) any action (judicially or non-judicially) to
dissolve or liquidate the Investment Fund, and/or (iv) the commencement of
any legal proceedings to facilitate any of the actions described in clauses (i),
(ii) or (iii) of this sentence above.
After the NMTC compliance period, to the extent permitted under the Fund
Loan Documents, the Fund Lender shall be free, in its sole and absolute
discretion, to accelerate the payment in full of all of the Investment Fund’s
obligations to it under the Fund Loan Documents and to institute proceedings
to enforce its rights and remedies under the Fund Loan Documents and/or as
provided by applicable law. All of the Fund’s obligations and liabilities to Fund
Lender hereunder (including, without limitation, the Investment Fund’s
payment obligations) and any documents, instruments or agreements pursuant
to which the Investment Fund may, from time to time, grant to the Fund Lender
as collateral security for the Fund's obligations to the Fund Lender, shall survive
the expiration of the NMTC compliance period,
Sponsor The Borrower must demonstrate sufficient equity to meet all construction costs
Equity: and stabilize the Project. The equity will be contributed in the form of cash at
of prior to closing. All equity sources and parties (and agreements evidencing
commitments to provide equity) must be approved by CDE Lender,
Transaction Closing Fees - Investment Fund Level
Costs:
The CDE will assess a closing fee of 1.50% of the QEI at the Investment
Fund Level ($146,250).
MCD/NPAC Term Sheet 3
