04-26-2023 Council Packet - Laserfiche WebLink

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77060900v2 40 Investor Limited Partner in writing. During the continuance of an Event of Default or in order to prevent an Event of Default, the Operating Reserve Account shall be applied to by the Borrower, at the direction of the Controlling Person: (i) first to pay current debt service on the Governmental Note; (ii) second to pay other operating deficits of the Project Facilities; and (iii) thereafter to payment of other amounts owed by the Borrower. Borrower additionally covenants and agrees that promptly following the date that the Investor Limited Partner, or an Affiliate of Investor Limited Partner, is no longer a partner under the Partnership Agreement of the Borrower (the “Operating Reserve Trigger”), the Operating Reserve Account shall be transferred to the Fiscal Agent and held as additional security for the Governmental Note. Section 8.5 Investment. Funds in the Accounts shall be invested in Permitted Investments upon the direction of the Borrower with the consent of the Controlling Person, as set forth in Section 4.10 of the Funding Loan Agreement. Earnings on the Accounts hereunder shall be held or disbursed as set forth in Article IV of the Funding Loan Agreement. The Funding Lender will deposit any cash held from time to time in the Accounts in one or more bank accounts with an institution or institutions of the Funding Lender’s choosing. The Funding Lender shall have the right to invest or withdraw any deposited funds or to direct the liquidation of any investments held in order to pay the amounts required under this Agreement and the other Funding Loan Documents. The Funding Lender shall not be liable for any loss sustained as a result of any liquidation of any collateral prior to its maturity. Any income or gain realized on such investments shall be credited to and become part of the respective Account and reinvested and applied as provided in the Funding Loan Agreement. Provided that no Default or Event of Default exists, the Borrower from time to time may request the Controlling Person to consent to the disbursement to or upon the order of the Borrower of the investment income previously credited to the Accounts, which consent by the Controlling Person shall not be unreasonably withheld or delayed. Section 8.6 Security Interest in Accounts. The Borrower hereby assigns and pledges to the Governmental Lender, and grants the Governmental Lender a security interest in, as additional collateral security for the Borrower’s obligations to the Governmental Lender hereunder (and the Borrower acknowledges and agrees that the Governmental Lender shall have a continuing security interest in) all of the Borrower’s right, title and interest, if any, in all Accounts, all cash, cash equivalents, instruments, investments and other securities at any time held in the Accounts, all proceeds of the foregoing, and all of the Borrower’s rights associated with such Accounts, if any. The Governmental Lender hereby directs the Funding Lender to hold all moneys in the Accounts from time to time as assignee of the Governmental Lender. Section 8.7 Liability of Funding Lender. In performing any of its duties hereunder, the Funding Lender shall not incur any liability to anyone for any damages, losses or expenses, except for its gross negligence, bad faith or willful misconduct; and the Funding Lender shall not incur any liability with respect to any action taken or omitted in good faith in the performance of its duties and responsibilities under this Agreement. ARTICLE 9 CONSTRUCTION AND FUNDING OF ADVANCES Section 9.1 Construction of Project Facilities; Completion and Stabilization. The Borrower shall commence performance of the Work in respect of the Improvements no later than thirty (30) days’ following the Closing Date, and shall achieve Completion of such Work in accordance with the Plans and Specifications on or before the Completion Date and Stabilization on or before the Stabilization Date. At the request of the Borrower and with the prior written approval of the Controlling Person, the Completion Date may be extended one or more times for such periods as the Controlling Person may approve in its sole