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05-27-2026 Council Packet
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05-27-2026 Council Packet
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<br />26 <br />Little Canada-Lupe - Borrower Loan Agreement - LC Apartments(199386221.3) - 5/12/2026 6:38:21 PM <br />Loan Documents and by the Funding Loan Agreement. The Borrower shall obtain any approvals required <br />under the Direct Note and the Subordinate Debt Documents in connection with any of the foregoing. <br />Section 6.19 Management Agreement. The Borrower has entered into a property management <br />agreement in a form approved by the Controlling Person with the Managing Agent (together with any <br />extension and replacements thereof and as the same may be amended, modified or supplemented from time <br />to time the “Management Agreement”). Under the Management Agreement, the Managing Agent shall <br />provide certain management services and shall be entitled to receive as compensation for those services an <br />amount not in excess of the Underwritten Management Fee. Any amounts due the Managing Agent in <br />excess of the Underwritten Management Fee shall be subordinated to the payment by the Borrower of all <br />principal of, premium, if any, and interest due on the Governmental Note and/or the Direct Note, all Third <br />Party Costs and all required deposits into the Accounts. The Borrower shall not replace the Managing <br />Agent for the Project Facilities without the Controlling Person’s prior written approval, and the <br />Management Agreement shall not be terminated or modified without the Controlling Person’s prior written <br />approval. In the event the Managing Agent resigns or is removed, the Borrower shall promptly seek a <br />replacement Managing Agent and submit such Managing Agent and its proposed form of Management <br />Agreement to the Controlling Person for approval; if the Borrower has not done so within sixty (60) days <br />of becoming aware of such resignation or removal, the Controlling Person may (but shall not be required <br />to), at the expense of the Borrower, engage a new Managing Agent on terms satisfactory to the Controlling <br />Person. The sole and exclusive compensation (exclusive of reimbursement for expenses pursuant to the <br />applicable Management Agreement) paid to manage the Project Facilities under the Management <br />Agreement shall be as described in this Section 6.19. The Borrower shall have no employees whatsoever. <br />The Managing Agent shall execute a consent to the Assignment of the Management Agreement pursuant <br />to which the Managing Agent shall confirm the subordination provisions described above and agree that <br />the Management Agreement shall be terminable by the Controlling Person, with or without cause, on thirty <br />(30) days’ notice following and during the existence of an Event of Default beyond any applicable cure <br />period. <br />Section 6.20 Determination of Taxability. Neither the Borrower nor the General Partner shall <br />admit in writing to the Governmental Lender or to any Governmental Authority that interest on the <br />Governmental Note has become includable in gross income for purposes of federal income taxation without <br />first providing reasonable advance notice to the Controlling Person and the Funding Lender and permitting <br />the Controlling Person or the Funding Lender, at its sole discretion and at its expense, to contest such <br />conclusion. Promptly after the Borrower first becomes aware of any Determination of Taxability or an <br />event that could trigger a Determination of Taxability, the Borrower shall give written notice thereof to the <br />Governmental Lender, the Funding Lender, the Controlling Person and the Funding Lender. <br />Section 6.21 Provision of Annual Reports; Reporting of Material Events. <br />(a) The Borrower shall, not later than 150 days after the end of the Borrower's fiscal <br />year, commencing within 150 days following the end of the Borrower’s current fiscal year, provide to the <br />MSRB a report (the “Annual Report”) containing financial information and operating data with respect to <br />the Project Facilities for the prior fiscal year including the name, address, number of units, number of units <br />occupied as of the report date, average occupancy of the Project Facilities, revenues, operating expenses, <br />net operating income, debt service on the Borrower Loan and net operating income after debt service. The <br />Annual Report may, but is not required to, include audited financial statements. <br />(b) Any or all of the items listed above may be included by specific reference to other <br />documents, including official statements of debt issues with respect to which the Borrower or any affiliate <br />is an “obligated person” (as defined by Rule 15c2-12(b)(5) adopted by the Securities and Exchange <br />Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time
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