Agmt21 ROEM Project at 353 Main - Laserfiche WebLink

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(c) Special Re a ments from Net Proceeds of Permanent Finaucin z. Subject to the rights of Senior Lenders (or other lenders of Approved Financing), and to the extent additional subordinate loan proceeds, equity or surplus development sources following a cost certification, no later than ten (10) days after the date Developer receives its final Tax Credit Investor Equity contribution, Developer shall pay to the City one -hundred percent (100%) of the Net Proceeds of Permanent Financing, as a special repayment of the Loan. No later than one hundred twenty (120) days following completion of construction of the Development, Developer shall submit to the City for its review a preliminary calculation of the Net Proceeds of Permanent Financing and a draft of the final cost certification. The City shall approve or disapprove Developer's determination of the amount of the Net Proceeds of Permanent Financing in writing within thirty (30) days of receipt, which approval shall not be unreasonably withheld. If Developer's determination is disapproved by the City, Developer shall re -submit documentation to the City until the City approval is obtained. Notwithstanding anything to the contrary, the Developer may request a deduction from the Net Proceeds of Permanent Financing to reduce the outstanding balance of the Deferred Developer Fee (subject to the restrictions in Section 3.8 hereof) upon approval from the City, which approval shall not be unreasonably withheld. (d) Payment in Full. Subject to the provisions of subsection (e) below, all principal and interest, if any, on the Loan shall, at the option of the City, be due and payable upon the earliest of. (1) a Transfer other than a Transfer permitted or approved by the City as provided in Article 6 below; (2) the occurrence of an uncured Developer Event of Default for which the City exercises its right to cause the Loan indebtedness to become immediately due and payable; or (3) the expiration of the Term specified in (a) above. (e) Pregavment. The Developer shall have the right to prepay the Loan at any time. However, this Agreement and the Regulatory Agreement shall remain in effect for their entire respective terms, regardless of any prepayment or timely payment of the Loan. Section 3.6 Conditions Precedent to Disbursement of Loan. (a) The disbursements made pursuant to this Section may not exceed the amount of the Loan. The City shall disburse the Loan into Escrow in two components: (1) a "Construction Component" in the amount of Three Million One Hundred Fifty Thousand ($3,150,000); and (3) a "Completion Component" in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The division of the Loan between the Construction Component and the Completion Component may be readjusted by the City Manager on behalf of the City without the need for formal amendment of this Agreement. The City will disburse the Construction Component subject to the conditions set forth in subsection (b) below (but in no event before the Close of Escrow), and the Completion Component at Permanent Closing subject to the conditions precedent set forth in subsection (c) below. (b) The City shall not be obligated to make any disbursements of the Construction Component of the Loan proceeds unless the conditions precedent set forth in Article 2 have been satisfied and the following conditions precedent are satisfied: (1) There exists no Developer Event of Default nor any act, failure, omission or condition that would constitute a Developer Event of Default under this Agreement; REV: 06-17-2020 PR 1199\09\2727850.8 ATTY/AGR.2020.100/353 Main Street Apartments LP (Page 25 of 143)