Nashua Performing Arts Center —- NMTC Term Sheet Confidential
October 14, 2020
Collatera]: Investment Fund’s membership interest in Sub-CDE shall be
pledged to Fund Lender. The Fund Loan will have no direct lien on the real
estate or improvements associated with the Project.
Guarantees: None.
Forbearance: During the NMTC Compliance Period, Fund Lender will agree to
refrain from (i) taking any Lien Enforcement Action, (ii) exercising any other
rights or remedies it may have under the documents evidencing or otherwise
executed in connection with the Fund Loan (collectively, the “Fund Loan
Documents”), including, without limitation, exercising any remedies granted
pursuant to its Fund Pledge Agreement, accelerating the Fund Loan, collecting
distributions, appointing (or seeking the appointment of) a receiver or
exercising any other rights (including any consent rights with respect to Sub-
CDE) or remedies thereunder, or (iii) joining with any other creditor in
commencing any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings with respect to Investment Fund, from the date of the
making of the Fund Loan until the termination of the NMTC Com pliance Period
(the “Forbearance Termination Date”). “Lien Enforcement Action” shalt
mean (i) any action to foreclose on, take possession of, sell or otherwise realize
Gjudicially or non-judicially) upon Investment Fund’s 99.99% membership
interest in Sub-CDE (the “CDE Membership Interest’), or any rights or
privileges attendant thereto (including, without limitation, by set-off), (ii) any
action to assert ownership rights with respect to the CDE Membership Interest,
or any rights or privileges attendant thereto, (iii) any action (judicially or non-
judicially) to dissolve or liquidate 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
Lean Documents, Fund Lender shall be free, in its sole and absolute discretion,
to accelerate the payment in full of all of Investment Fund’s obligations to it
under the Fund Loan Documents following an event of default thereunder and
to institute proceedings to enforce its rights and remedies under the Fund Loan
Documents and/or as provided by applicable law. All of Investment Fund’s
obligations and liabilities to Fund Lender under the Fund Loan Documents
(including, without limitation, Investment Fund's payment obligations) and any
documents, instruments or agreements pursuant to which Investment Fund may,
from time to time, grant to Fund Lender as collateral security for the Fund's
obligations to Fund Lender, shall survive the expiration of the NMTC
Compliance Period.
Fees and Expenses:
Investment Fund Annual Management Fee to Fund Manager: $5,000 per year
for a total of eight (8) years (including partial years), with the fee for the first
year sourced from the Fund Loan and the fee for subsequent years sourced from
QLIC] interest payments.
Upfront MCD Placement Fee at Closing: $146,250
Upfront BTCDA, LLC Placement Fee at Closing: $97,500
Exit Fees: None
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