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Leandro issues a final certificate of occupancy for the Project ("Maturity Date"), (ii) the <br />fifty-seventh (57th) anniversary of the date hereof, and (iii) the date upon which the <br />Ground Lease terminates; provided however, if Borrower obtains MHP financing for the <br />Project, the Maturity Date shall be extended to the date of the expiration of the term of <br />the MHP financing. <br />1.2 ANNUAL PAYMENTS FROM SURPLUS CASH. By no later than June 1 <br />of each year following the issuance of a final certificate of occupancy for the Project, <br />Borrower shall pay to Agency fifty percent (50%) of all Surplus Cash generated by the <br />Project during the previous calendar year to reduce the indebtedness owed under this <br />Note. Notwithstanding the foregoing, if other public agency lenders provide Project <br />financing that requires repayment from residual receipts, then Agency shall share fifty <br />percent (50%) of the Surplus Cash with such other public agencies in accordance with <br />the program rules and regulations applicable to such public agency loan or in a <br />proportion to be determined by agreement with such agencies. No later than May 1 of <br />each year following the issuance of a final certificate of occupancy for the Project, <br />Borrower shall provide to Agency Borrower's calculation of Surplus Cash for the <br />previous calendar year, accompanied by such supporting documentation as Agency <br />may reasonably request, including without limitation, an independent audit prepared for <br />the Project by a certified public accountant in accordance with generally accepted <br />accounting principles. <br />1.2.1 "Surplus Cash" shall mean for each calendar year during the term <br />hereof, the amount by which Gross Revenue (defined below) exceeds Annual Operating <br />Expenses (defined below) for the Project. Surplus Cash shall also include net cash <br />proceeds realized from any refinancing of the Project, less fees and closing costs <br />reasonably incurred in connection with such refinancing and any Agency-approved uses <br />of the net cash proceeds of the refinancing. <br />1.2.2 "Gross Revenue" shall mean for each calendar year during the <br />term hereof, all revenue, income, receipts and other consideration actually received by <br />Borrower from the operation and leasing of the Project. Gross Revenue shall include, <br />but not be limited to: all rents, fees and charges paid by tenants; Section 8 payments or <br />other rental subsidy payments received for the dwelling units; deposits forfeited by <br />tenants; all cancellation fees, price index adjustments and any other rental adjustments <br />to leases or rental agreements; proceeds from vending and laundry room machines; the <br />proceeds of business interruption or similar insurance; the proceeds of casualty <br />insurance not required to be paid to the holders of Approved Senior Loans (provided <br />however, expenditure of such proceeds for repair or restoration of the Project shall be <br />included within Annual Operating Expenses in the year of the expenditure); <br />condemnation awards for a taking of part or all of the Property or the Improvements for <br />a temporary period; and the fair market value of any goods or services provided to <br />Borrower in consideration for the leasing or other use of any part of the Project. Gross <br />Revenue shall include any release of funds from replacement and other reserve <br />accounts to Borrower other than for costs associated with the Project. Gross Revenue <br />shall not include tenant security deposits, loan proceeds, capital contributions or similar <br />advances. <br />]]80323-6 <br />