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<br />4894-6811-3695v.2 0017787-000542
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<br />3.1.2 Agency Base Rent. Until the satisfaction, expiration or termination of the
<br />Trust MHSA Loan, Tenant shall also make annual payments to Agency of twenty-three and seventy
<br />one one-hundredths of one percent (23.71%) of the then available Residual Receipts (defined above),
<br />but only to the extent said Residual Receipts are available , until the amount of four million, one
<br />hundred and eight thousand, one hundred and thirty-six dollars ($4,108,136) is fully paid (“Agency
<br />Base Rent”). After the satisfaction, expiration, or termination of the Trust MHSA Loan, Agency
<br />Base Rent shall automatically reset to thirty-three and three-tenths percent (33.3%) of the then
<br />available Residual Receipts. Agency Base Rent shall only become due after the Tenant has repaid
<br />those two certain loans from the City, each evidenced by a Loan Agreement, Promissory Note, Deed
<br />of Trust, and Affordability Restrictions on Transfer of Property for an Agency HOME loan in the
<br />amount of $3,007,489.00, , for an Agency Neighborhood Stabilization Program loan in the amount of
<br />$1,637,420, for a total of $4,644,909(collectively, and together with the other loan documents
<br />evidencing, securing and relating to said loans from the Agency, the “Agency Loan Documents”),
<br />which is also being paid out of the same applicable percentage of the Residual Receipts. On the last
<br />day of the Term the then outstanding amount of the Agency Base Rent shall be paid in full if not
<br />already paid by that time. Agency Base Rent will bear interest commencing on the Commencement
<br />Date at the simple rate of three percent (3%) per year until paid in full. Once the Agency Base Rent
<br />has been paid in full, Tenant shall have no further obligation for Agency Base Rent under this Lease.
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<br />3.1.3 Trust MHSA Loan. The Parties recognize that during the Term of the Trust
<br />MHSA Loan, Tenant will be making annual payments to the Trust of twelve and seventy six one-
<br />hundredths percent (12.76%) of the then available Residual Receipts, until the Trust MHSA Loan is
<br />fully paid. At such time as the Trust MHSA Loan has been paid in full, or has been otherwise
<br />satisfied or terminated, the County Base Rent and Agency Base Rent shall be 33.4% and 33.3%,
<br />respectively, of the then available Residual Receipts, based on the loan amounts set forth above,
<br />without further actions of the Parties.
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<br />3.2 Net Refinancing Proceeds/Net Syndication Proceeds. Any Net Refinancing Proceeds
<br />or Net Syndication Proceeds received by Tenant shall be used to pay any unpaid Base
<br />Rent. Additionally, the Tenant’s right and obligation to use such net proceeds to pay Base Rent is
<br />subject to the rights of Leasehold Mortgagees to control the use of such proceeds pursuant to the
<br />terms of their respective loan documents, all of which have been reviewed and reasonably approved
<br />by the Lessor and is further subject to the consent of TCAC to the extent required under the
<br />applicable regulations or the extended use agreement. Without limiting application of those loan
<br />documents and TCAC regulations and requirements, in no case shall Tenant be permitted to retain
<br />Net Refinancing Proceeds or Net Syndication Proceeds without the prior written consent of the
<br />Lessor, until full satisfaction of the unpaid Base Rent. Notwithstanding the foregoing, this Section
<br />3.2 shall not apply to (i) any Excluded Transfer or (ii) any financing described in Section 17.2.
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<br />“Net Refinancing Proceeds” shall be defined as the proceeds from the refinancing of any
<br />loan approved by Lessor hereunder or otherwise permitted under this Lease, net of all of the
<br />following: the amount of the financing which is satisfied out of such proceeds, closing costs, costs to
<br />construct and/or rehabilitate the Project, including the costs necessary to obtain refinancing proceeds
<br />(such as consultant, legal and other consultant costs), the Improvement Costs, the soft costs related to
<br />the construction and/or rehabilitation of the Project (such as architecture, engineering and other
<br />consultant costs, and all required relocation costs), and all hard costs of the rehabilitation and/or
<br />construction, all of which have been reviewed and reasonably approved by the Lessor.
<br />EXHIBIT 15
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