Nashua Performing Arts Center -- NMTC Term Sheet Confidential
October 14, 2020
Amortization: The QLICI Loans will be interest-only for at least seven (7)
years following the closing date. Thereafter, the loans will amortize on to-be-
agreed upon terms.
Coltateral: First priority lien on the real estato and any personal property of
Borrower with such additional collateral to be determined, in part based upon
requirements of Investor’s tax counsel and the completion of Investor's
underwriting of the transaction after review of the final transaction structure and
due diligence. Sub-CDE, Borrower and Sponsor (as tenant under the Lease)
will enter into a Subordination, Non-Disturbance, and Attornment Agreement
on commercially reasonable terms.
Loan Guarantees:
In addition to the guaranty to be provided by Project Sponsor set forth in the
section entitled “QALICB Indemnifications”, Project Sponsor shall also be
required to provide (i) a construction completion and payment guaranty and (ii)
an environmental indemnification.
Fund Lender shall also be required to provide (i) a construction completion and
payment guaranty and (ii) an environmental indemnification. With respect to
Fund Lender’s payment guaranty only, such payment guaranty may be limited
to QLICI Loan interest payments needed to source payment of fees and
expenses at the Sub-CDE level if such limitation is determined to be necessary
by Investor’s tax counsel.
For purposes of clarification, the construction completion guaranty shall
include, without limitation, a guarantee (i) that the Project wil] be completed in
accordance with the approved General Contractor's Contract in a lien free
manner on or before a date to be agreed upon by the parties (which date shall
not be more than twelve (12) months after closing of the QLICI Loan unless
otherwise agreed to by Investor and MCD in their sole and absolute discretion),
and (ii) to pay any “Deficiency” needed to complete the Project. For purposes
of this letter, “Deficiency” shall mean the amount that the uses to complete the
Project as set forth in the budget approved by Investor and MCD exceed the
committed sources for the Project (as determined by investor and MCD) at any
time until completion of the Project.
QALICB Level
Ongoing Fees &
Expenses:
an Structuring, Modeling and Closing Fee to Baker Tilly Capital, LLC:
7,500.
Annual Loan Servicing Fee to The Valued Advisor Fund, LLC: $24,375
annually for the term of the QLICY Loans, pro-rated for partial years.
Exit Fee: None
QALICB Counsel
Legal Opinions:
Typical federal income tax opinions, at a “should” level of assurance, will be
required from QALICB counsel, including, without limitation, the following
opinions:
(a) that Borrower should constitute a QALICB;
(b) that the QLICI Loans should each constitute a QLICI;
33231393
8
