06-08-2022 Council Packet - Laserfiche WebLink

Home Browse Search

73495160v3 31 (b) There is hereby separately created and established with the Fiscal Agent the Bridge Note Payment Fund. (i) There shall be deposited in the Bridge Note Payment Fund all payments by the Borrower pursuant to the Bridge Note. (ii) Moneys in the Bridge Note Payment Fund shall be held in trust for the Funding Lender (as the holder of the Bridge Note) and, except as otherwise expressly provided herein, shall be used solely for the payment of the regularly scheduled principal of and interest on the Bridge Note, for the payment of principal and interest upon maturity, whether stated or accelerated, or upon mandatory or optional prepayment prior to the maturity date of the Bridge Note. Section 4.4 Project Fund. (a) The Fiscal Agent shall deposit all amounts specified in Closing Memorandum into the specified accounts and subaccounts of the Project Fund. The Fiscal Agent will receive and deposit installments of the Funding Loan into the Funding Loan Proceeds Account of the Project Fund. The Fiscal Agent will receive and deposit into the Equity Account amounts received as future installments of Required Equity Funds which are designated as such and received from the Investor Limited Partner, in accordance with the provisions of the Partnership Agreement and the Assignment of Capital Contributions. The Fiscal Agent shall deposit any other amounts received, to the extent not otherwise directed herein, in such Accounts as directed by Controlling Person. (b) The Fiscal Agent is hereby authorized and directed to use moneys in the Project Fund for payment or reimbursement to the Borrower upon the receipt of a fully executed Requisition approved in writing by the Controlling Person in accordance with the provisions of the Borrower Loan Agreement. The Fiscal Agent may conclusively rely on the Requisition approved by the Controlling Person. Except as otherwise consented to in writing by the Controlling Person, through approval of a Requisition or otherwise, moneys in the Project Fund shall be applied for payment or reimbursement of Project Costs and at least 95% of moneys on deposit in the Funding Loan Proceeds Account of the Project Fund shall be applied to Qualified Project Costs. No later than the Stabilization Date, all Surplus Funding Loan Proceeds (as defined in the Borrower Note) remaining in the Funding Loan Proceeds Account of the Project Fund shall either be applied to the Mandatory Prepayment Amount, if any, or applied to another use, in each case as directed in writing by the Controlling Person. All remaining amounts in the Equity Account of the Project Fund upon Stabilization shall be promptly paid to the Borrower upon receipt of the prior written approval of the Controlling Person, which approval shall not be unreasonably withheld or delayed. (c) The Fiscal Agent shall and is hereby authorized to transfer funds from the Capitalized Interest Account to the Funding Loan Fund to pay interest on the Funding Loan accruing up to and including: (i) the Completion Date with respect to amounts in the Funding Loan Proceeds Subaccount; and (ii) the Stabilization Date with respect to the Equity Subaccount without submission of any Requisition. The Fiscal Agent shall and is hereby further authorized to transfer funds from any other Account of the Project Fund to the Capitalized Interest Account or directly to the Funding Loan Fund to pay interest on the Governmental Notes accruing up to achievement of Stabilization at the written direction (including e-mail) of the Controlling Person. Section 4.5 Tax and Insurance Escrow Fund. There shall be deposited in the Tax and Insurance Escrow Fund all moneys received for such purpose by the Fiscal Agent from the Borrower pursuant to Section 8.2 of the Borrower Loan Agreement. Moneys in the Tax and Insurance Escrow Fund