04-26-2023 Council Packet - Laserfiche WebLink

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77060900v2 27 applicable Management Agreement) paid to manage the Project Facilities under the Management Agreement shall be as described in this Section 6.19. The Borrower shall have no employees whatsoever. The Managing Agent shall execute a consent to the Assignment of the Management Agreement pursuant to which the Managing Agent shall confirm the subordination provisions described above and agree that the Management Agreement shall be terminable by the Controlling Person, with or without cause, on thirty (30) days’ notice following and during the existence of an Event of Default. Section 6.20 Determination of Taxability. Neither the Borrower nor the General Partner shall admit in writing to the Governmental Lender or to any Governmental Authority that interest on the Governmental Note has become includable in gross income for purposes of federal income taxation without first providing reasonable advance notice to the Controlling Person and the Funding Lender and permitting the Controlling Person or the Funding Lender, at its sole discretion and at its expense, to contest such conclusion. Promptly after the Borrower first becomes aware of any Determination of Taxability or an event that could trigger a Determination of Taxability, the Borrower shall give written notice thereof to the Governmental Lender, the Funding Lender, the Controlling Person and the Funding Lender. Section 6.21 Provision of Annual Reports; Reporting of Material Events. (a) The Borrower shall, not later than 150 days after the end of the Borrower’s fiscal year, commencing within 150 days following the end of the Borrower’s current fiscal year, provide to the MSRB a report (the “Annual Report”) containing financial information and operating data with respect to the Project Facilities for the prior fiscal year including the name, address, number of units, number of units occupied as of the report date, average occupancy of the Project Facilities, revenues, operating expenses, net operating income, debt service on the Loan and net operating income after debt service. The Annual Report may, but is not required to, include audited financial statements. (b) Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues with respect to which the Borrower or any affiliate is an “obligated person” (as defined by Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time (the “Rule”)), which have been filed with the Funding Lender, the MSRB or the Securities and Exchange Commission. The Borrower shall clearly identify each such other document so included by reference. (c) In each case, the Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in this section; provided, that the financial statements of the Borrower may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report if they are not available by that date. If the Borrower’s fiscal year changes, it shall give notice of such change in the same manner as for a Material Event this Section. (d) This Section shall govern the giving of notices of the occurrence of any of the following events (each, a “Material Event”): (1) Principal and interest payment delinquencies; (2) Non-payment related defaults, if material; (3) Unscheduled draws on debt service reserves reflecting financial difficulty;