Common use of Additional Proceeds Clause in Contracts

Additional Proceeds. In the event and to the extent any of the Sources of Financing for the Project exceed the amounts shown in this Method of Financing and the Project Budget, then the resulting “Additional Proceeds” shall first be used to pay for any increased costs of the Project as set forth in a Project Budget at Closing approved in writing by the Mayor for which there are no other Sources of Financing, and thereafter, twenty-five percent (25%) of such Additional Proceeds shall be paid to Developer to be used first to pay a return on the Developer Equity, and the other seventy-five percent (75%) of such Additional Proceeds shall be used to reduce or repay the City Loan, excluding the Relocation costs as described in Section 2.2 i. of this Method of Financing. Developer shall make any payment of Additional Proceeds to the City within thirty (30) days following written request from the City or its authorized designee. Additional Proceeds shall be deemed to exist to the extent Developer obtains (i) a Permanent Loan in a principal amount in excess of the estimated amount of the Permanent Loan shown in the Sources of Financing table in Section 2 above, (ii) any additional grant funds (including, without limitation energy efficiency rebates), (iii) equity raised from the sale of Low Income Housing Tax Credits in excess of the estimated amount of the Low Income Housing Tax Credits shown in the Sources of Financing table in Section 2 above, (iv) proceeds from the refinancing of the initial Permanent Loan in excess of the amount needed to pay in full the then-current balance of the Permanent Loan, plus any amount actually used by Developer to repair, maintain, upgrade, renovate or perform similar work on the Leasehold or Project in a manner consistent with the terms and conditions of the DDA and Agreement Affecting Real Property as reasonably determined by the Mayor, or

Additional Proceeds. In the event and to the extent any of the Sources of Financing for the Project exceed the amounts shown in this Method of Financing and the Project Budget, then the resulting “Additional Proceeds” Proceeds shall first be used as follows: (i) upon Construction Closing, any such Additional Proceeds shall be used to pay for any increased costs of the Project as set forth in a revised Project Budget at Closing approved in writing by the Mayor for which there are no other Sources of Financing; (ii) upon completion of a cost certification performed not later than six (6) months following Completion of the Project, at Borrower’s expense, by an independent certified public accountant acceptable to the City (or its authorized designee), any resulting Additional Proceeds realized shall be paid as follows: first, seventy-five percent (75%) of such Additional Proceeds shall be paid to the Owner solely for Owner’s payment of amounts due under the Land Note, and thereafter, twenty-five percent (25%) of such Additional Proceeds shall be paid to, or shall reduce loan amounts attributable to Developer the construction of the Affordable Units on a proportionate basis relative to be used first the respective loan amounts as follows: (a) to pay a return on the Developer EquityCity, to reduce the principal amount of the City Loan, (b) to the Housing Commission, to reduce the principal amount of the Housing Commission Loan, and (c) to HCD, to reduce the other seventyamount of the XXX Loan; and second, after the Land Note is paid in full, twenty-five percent (25%) of any remaining Additional Proceeds shall be paid to Owner, and seventy- five percent (75%) of such Additional Proceeds shall be used paid to, or shall reduce loan amounts attributable to the construction of the Affordable Units on a proportionate basis relative to the respective loan amounts as follows: (a) to the City, to reduce or repay the principal amount of the City Loan, (b) to the Housing Commission, excluding to reduce the Relocation costs as described in Section 2.2 i. principal amount of this Method the Housing Commission Loan, and (c) to HCD, to reduce the amount of Financingthe XXX Loan. Developer Borrower shall make any payment of Additional Proceeds to the City within thirty (30) days following written request from the City or its authorized designee. Additional Proceeds shall be deemed to exist to the extent Developer Borrower obtains (i) a Permanent Loan in a principal amount in excess of the estimated amount of the Permanent Loan shown in the Sources of Financing table in Section 2 aboveof the Method of Financing (Attachment No. 3 to the OPA), (ii) any additional grant funds (including, without limitation energy efficiency rebates), or (iii) equity raised from the sale of Low Income Housing Tax Credits in excess of the estimated amount of the Low Income Housing Tax Credits shown in the Sources of Financing table in Section 2 above, (iv) proceeds from the refinancing of the initial Permanent Loan Method of Financing,. The allocation of Additional Proceeds described in excess this paragraph shall not apply in favor of the amount needed to pay in full City, the then-current balance of the Permanent LoanHousing Commission or HCD, plus any amount actually used by Developer to repair, maintain, upgrade, renovate or perform similar work on the Leasehold or Project in a manner consistent with the terms and conditions of the DDA and Agreement Affecting Real Property shall be adjusted as reasonably determined necessary, to the extent that such allocation is prohibited by any established federal or State law, regulation or policy governing the Mayoruse of any Sources of Financing issued by federal or State agencies or will cause an adverse effect under any established federal or State law, orregulation or policy.

Additional Proceeds. In the event that the Project obtains a Senior Loan in a principal amount in excess of the estimated amount of the Permanent Loan shown in the Sources of Financing table in Section 2 above, then the resulting “Senior Loan Additional Proceeds” shall first be used to pay for any increased costs of the Project as set forth in the Project Budget (as updated pursuant to Section 3 hereof) and approved in writing by the Mayor, for which there are no other Sources of Financing, and thereafter, 100% of such Senior Loan Additional Proceeds shall be used to reduce or repay the City Loan. In the event and to the extent that the Project obtains any of the Sources of Financing for the Project exceed the amounts shown financing set forth in this Method of Financing and the Project Budgetsubsections (i) through (iii) below, then the resulting “Additional Proceeds” shall first be used to pay for any increased costs of the Project as set forth in a the Project Budget at Closing (as updated pursuant to Section 3 hereof) approved in writing by the Mayor for which there are no other Sources of Financing, and thereafter, twenty-five percent (25%) of such Additional Proceeds shall be paid to Developer to be used first to pay a return on the any Deferred Developer EquityFee, and the other seventy-five percent (75%) of such Additional Proceeds shall be used to reduce or repay the City Loan, excluding the Relocation costs as described in Section 2.2 i. of this Method of Financing. Developer shall make any payment of Additional Proceeds to the City within thirty (30) days following written request from the City or its authorized designee. Additional Proceeds shall be calculated at Carryover, Closing and at the Occupancy Date based upon an Updated Budget and shall be deemed to exist to the extent Developer obtains any of the following in excess of increased Acquisition and Development Costs: (i) a Permanent Loan in a principal amount in excess of the estimated amount of the Permanent Loan shown in the Sources of Financing table in Section 2 above, (ii) any additional subordinate loan or grant funds (including, without limitation energy efficiency rebates), other than those shown in the financing table in Section 2 above; provided, however, that if such funds are in the form of rental assistance or other subsidy for the Supportive Housing Units, such funds may be utilized without a reduction in the amount of the City Loan, (iiiii) equity raised from the sale of Low Income Housing Tax Credits in excess of the estimated amount of the Low Income Housing Tax Credits shown in the Sources of Financing table in Section 2 above, or (iviii) proceeds Net Proceeds from a Refinancing as set forth in the refinancing City Loan Note. The allocation of Additional Proceeds described in this paragraph shall not apply in favor of the initial Permanent Loan in excess City, or shall be adjusted as reasonably necessary, to the extent that such allocation is prohibited by any established federal or State law, regulation or policy governing the use of any Sources of Financing issued by federal or State agencies or will cause an adverse effect under any established federal or State law, regulation or policy with respect to the calculation of the amount needed “tiebreaker” score attributable to pay in full the then-current balance of the Permanent Loan, plus any amount actually used application submitted by Developer to repair, maintain, upgrade, renovate or perform similar work on TCAC seeking an allocation of Low Income Housing Tax Credits toward the Leasehold or Project in a manner consistent with the terms and conditions of the DDA and Agreement Affecting Real Property as reasonably determined by the Mayor, orProject.

Additional Proceeds. In the event and to the extent any of the Sources of Financing for the Project exceed the amounts shown in this Method of Financing and the Project Budget, then the resulting “Additional Proceeds” shall first be used to pay for any increased costs of the Project as set forth in a revised Project Budget at Closing approved in writing by the Mayor for which there are no other Sources of Financing, and thereafter, twenty-five percent (25%) of such Additional Proceeds shall be paid to Developer to be used first to pay a return on the Deferred Developer EquityFee, and the other seventy-five percent (75%) of such Additional Proceeds shall be used to reduce or repay the City Loan, excluding the Relocation costs as described in Section 2.2 i. of this Method of Financing. Developer shall make any payment of Additional Proceeds to the City within thirty (30) days following written request from the City or its authorized designee. Additional Proceeds shall be deemed to exist to the extent Developer obtains (i) a Permanent Loan in a principal amount in excess of the estimated amount of the Permanent Loan shown in the Sources of Financing table in Section 2 above, (ii) any additional grant funds (including, without limitation energy efficiency rebates), (iii) equity raised from the sale of Low Income Housing Tax Credits in excess of the estimated amount of the Low Income Housing Tax Credits shown in the Sources of Financing table in Section 2 above, or (iv) proceeds from the refinancing of the initial Permanent Loan in excess of the amount needed to pay in full the then-current balance of the Permanent Loan, plus any amount actually used by Developer to repair, maintain, upgrade, renovate or perform similar work on the Leasehold or Project in a manner consistent with the terms and conditions of the DDA and Agreement Affecting Real Property as reasonably determined by the Mayor. The allocation of Additional Proceeds described in this paragraph shall not apply in favor of the City, oror shall be adjusted as reasonably necessary, to the extent that such allocation is prohibited by any established federal or State law, regulation or policy governing the use of any Sources of Financing issued by federal or State agencies or will cause an adverse effect under any established federal or State law, regulation or policy with respect to the calculation of the “tiebreaker” score attributable to the application submitted by Developer to TCAC seeking an allocation of Low Income Housing Tax Credits toward the Project.