Nashua Performing Arts Center - NMTC Term Sheet Confidential
October 14, 2020
On an on-going basis, Borrower, Project Sponsor (to the extent permitted by
law) and each guarantor shall provide at Investor’s and/or Sub-CDE’s request:
(1) copies of all board and finance committee reports, stat reports, or any reports
as requested that could impact Borrower and/or any guarantor, and (2) any other
information reasonably necessary.
Representations &
Warranties:
Borrower and Project Sponsor will each make usual representations and
warranties as of the closing and in connection with each advance including, but
not limited to, corporate existence, compfiance with laws, enforceability, tue title
to properties, environmental protection, governmental approval, no pending or
threatened material litigation, ERISA compliance, insurance, absence of default,
absence of material adverse change, and full disclosure.
Borrower, Project Sponsor and each guarantor will also make representations and
warranties as of the closing customary to NMTC transactions of similar size and
type.
QALICB
Indemnifications:
Borrower, Project Sponsor and Fund Lender shall provide an indemnity for the
benefit of Investor for the recapture or disallowance of NMTCs, including,
without limitation, the recapture of disallowance of NMTCs arising from any of
the following:
(i) Borrower failing or ceasing to be a QALICB;
(ii) any portion of the QLICI Loans not constituting a QLICI;
(iii) fraud, material misrepresentation, abuse, gross negligence or willful
misconduct of Borrower, any other indernitor or affiliate thereof:
(iv) prepayment of the QLICI Loans (whether voluntary or as a result of
foreclosure or similar proceeding, and including any recapture resulting from a
subsequent redemption by Sub-CDE of any portion of the QE, or resulting from
the Sub-CDE’s failure to maintain substantially all of the QEI invested in QLICIs
following such prepayment);
(v) the use of QLICI proceeds constituted an inappropriate or abusive use of such
proceeds or that such use is inconsistent with the purposes of Section 45D of the
Code and the related Treasury Regulations, as provided in Treasury Regulation
Section 1.45D+i(g);
(vi) the failure of any tenant or subtenant of the Project to be classified as a tenant
qualified business; or
(vii) an event of default or other action or inaction of Borrower, any other
indemnitor or affiliate thereof.
Insurance:
Borrower will be required to maintain builder's risk, property and general
liability insurance. Investor and Allocatee will review and provide certain
minimum insurance requirements that will be attached to the QLICI Joan
documents and/or other transaction documents,
Basic Conditions to
the QLICI Loan
Documentation:
Each QLICI described herein is predicated upon the QLICE Loans from Sub-CDE
to Borrower qualifying as and remaining a Qualified Low-Income Community
Investment as defined under the NMTC program. Borrower will be required to
make standard NMTC representations, covenants and certifications, which will be
uired to be made Borrower to Sub-CDE at closing and periodica
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