Nashua Performing Arts Center -- NMTC Term Sheet Confidential
October 14, 2020
(c) that the lease should constitute a true lease for federal income tax
purposes; ;
(d) that cach of the QLICI Loans and Fund Loan should constitute true debt
for federal income tax purposes;
(¢) an economic substance opinion; and
(f) such other appropriate opinions as requested by Investor and CDE after
review of the structure and underlying transaction documentation.
Additionally, appropriate state law opinions regarding existence and
authorization of various transaction parties, and enforceability of transaction
documents, will be required.
Financial
Projections:
Baker Tilly US, LLP shall be engaged to provide financial projections,
including ongoing financial statements of Borrower, schedules of the QLICI
Loans, and the activity of Sub-CDE and Investment Fund.
Underwriting and
Disbursement
B and Un iting: Investor is responsible for undertaking
its own underwriting review, including seeking all necessary internal approvals,
in connection with Borrower and the Project. Investor will advise Allocatee of
any required guarantors of the QLICI Loans (whether payment or performance).
Balanced Sources and Uses: As a condition of closing, Borrower shall provide
evidence satisfactory to Investor and MCD that (i) Borrower bas obtained
committed sources sufficient to pay all uses necessary to complete the Project
and (ii) Borrower bas sufficient equity or other committed sources to stabilize
the Project. All equity sources and parties (and agreements evidencing
commitments to provide equity) must be approved by Investor and MCD,
Disbursement Process: To the extent the QLICI Loans are not fully funded at
closing, Investor, Allocates and Sub-CDE shall agree on conditions required of
Borrower for disbursement of funds held in escrow at closing, which may
include the following terms/conditions: Guaranteed Maximum Price Contract;
Payment & Performance Bond; Disbursing Agent; Third-Party Construction
Inspector; Construction Draw approval process.
OTHER TERMS AND CONDITIONS
Transaction Costs:
Borrower and/or Project Sponsor shall be responsible for the payment of ail of
Investor’s cosis and expenses associated in connection with the transaction,
including, without limitation, Investor’s organizational and administrative costs
and expenses in connection with the formation of the Investment Fund.
Borrower and Project Sponsor each acknowledges and agrees that Allocates and
investor may enter into a prefunded QEI with respect to all or a portion of the
proposed allocation for the transaction whereby the QEI is made to Sub-CDE in
advance of tha date the QLICI Loans are anticipated to be funded (the
“Prefunded QEI") and that any cost and expenses incurred by Allocatee and
Investor in connection with the Prefunded QE! shall be included as transaction
costs for which Borrower and Project Sponsor are responsible,
Deposit:
Upon execution of this term sheet, Project Sponsor and/or Borrower shall pay a
non-refundable it_in the amount of $50,000 to Investor (the “Initial
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