Common use of Obligation to Complete the Construction of the Apartment Complex Clause in Contracts

Obligation to Complete the Construction of the Apartment Complex. The General Partners shall complete the construction of the Apartment Complex substantially in accordance with the plans and specifications approved by the Lenders and/or any Agency and all requirements necessary to obtain the required certificates of occupancy for dwelling units, or cause the same to be completed, in a good and workmanlike manner, free and clear of all mechanics', materialmen's or similar liens, and shall equip the Apartment Complex or cause the same to be equipped with all necessary and appropriate fixtures, equipment and articles of personal property, including refrigerators and ranges, and shall cause all necessary certificates of occupancy for all apartment units in the Apartment Complex to be obtained, all in accordance with the Project Documents. If the proceeds of the Construction Mortgage and the Permanent Mortgage, the Capital Contribution of the Investment Limited Partners, and the Capital Contributions of the General Partners in the amounts set forth on Schedule A as of the Effective Date, as available from time to time are insufficient to (i) acquire and complete the construction of the Apartment Complex and satisfy all other obligations, all as provided in the first sentence of this Section 6.11, (ii) arrive at Permanent Mortgage Commencement in conformity with the Project Documents, (iii) discharge all Partnership liabilities and obligations arising out of any casualty giving rise to any such insurance proceeds, (iv) arrive at Rental Achievement, and (v) provide for all other payments and expenses required to be made or incurred through Rental Achievement, including the repayment in full of all obligations under the Construction Mortgage, but excluding from items (i) through (v) all amounts required to be funded by the General Partners under the second sentence of Section 6.10, the General Partners shall be responsible for and obligated to pay such deficiencies and shall, to the extent permitted under the Project Documents and any applicable regulations or requirements of the Lenders and/or any Agency, be reimbursed at or prior to Rental Achievement only out of the proceeds designated in this sentence available from time to time after payment of all costs described in this sentence. Any amounts not reimbursed through Rental Achievement or from the proceeds of the Capital Contribution of the Investment Limited Partners as provided in Section 5.1 shall not be reimbursable or otherwise change the Interest of any Person in the Partnership but shall be borne by the General Partners; provided, however, that, notwithstanding the foregoing, to the extent any such amounts represent items which are properly included in the Partnership's Qualified Basis and result in an increase in the amount of Tax Credit allocated and available to the Partnership over and above the amount of Credit required in order to achieve State Designation ("Includable Items"), the General Partners shall make an additional Capital Contribution in the amount of the Includable Items and the Partnership shall utilize the proceeds of such additional Capital Contribution to pay the Includable Items. In the event that the General Partners shall fail to fund any such deficiency as required by this Section 6.11, an amount not in excess of the next payment which would otherwise be made under the Service Notes to the General Partners or any of their Affiliates under Section 6.12 or any other provision hereof shall be applied by the Partnership to meet such obligation of the General Partners, and, to the extent there may still be a deficiency, any amounts otherwise payable as the Partnership Management Fee or distributable to the General Partners pursuant to Article X shall also be so applied. Any such application of funds as described in the immediately preceding sentence shall constitute a payment of the amount under the Service Notes or such other item which such funds had been earmarked to pay, and the obligation of the General Partners to advance such amount under this Section 6.11 shall be satisfied to the extent of such application.

Obligation to Complete the Construction of the Apartment Complex. The General Partners shall complete the construction of the Apartment Complex substantially in accordance with the plans and specifications approved by the Lenders Lender and/or any Agency and all requirements necessary to obtain the required certificates of occupancy for dwelling units, or cause the same to be completed, in a good and workmanlike manner, free and clear of all mechanics', materialmen's or similar liens, and shall equip the Apartment Complex or cause the same to be equipped with all necessary and appropriate fixtures, equipment and articles of personal property, including refrigerators and ranges, and shall cause all necessary certificates of occupancy for all apartment units in the Apartment Complex to be obtained, all in accordance with the Project Documents. If the proceeds of the Construction Mortgages, the net rental income, if any, of the Apartment Complex generated prior to the later of Permanent Mortgage Commencement or the Admission Date and which is permitted by the Permanent MortgageLender and/or any Agency to be utilized for any of the purposes hereinafter set forth, the Capital Contribution of the Investment Limited PartnersPartner, and the Capital Contributions Contribution of the General Partners in the amounts amount set forth on Schedule A as of the Effective Admission Date, and any insurance proceeds arising out of casualties prior to the Admission Date as available from time to time are insufficient to (i) acquire and complete the construction of the Apartment Complex and satisfy all other obligations, all as provided in the first sentence of this Section 6.11, (ii) pay the Construction and Development Fee (to the extent payment is not deferred in accordance with this Agreement), (iii) arrive at Permanent Mortgage Commencement in conformity with the Project Documents, (iiiiv) discharge all Partnership liabilities and obligations arising out of any casualty giving rise to any such insurance proceeds, (iv) arrive at Rental Achievement, and (v) provide for all other payments and expenses required to be made or incurred through Rental Achievementthe later of Permanent Mortgage Commencement or the Admission Date, including the funding of any reserves required hereunder or under any other Project Document, the repayment in full of all obligations under the Construction Mortgage, but excluding from items (i) through (v) all amounts required to be funded by the General Partners under the second sentence of Section 6.10, the General Partners shall be responsible for and obligated to pay such deficiencies and shall, to the extent permitted under the Project Documents and any applicable regulations or requirements of the Lenders Lender and/or any Agency, be reimbursed at or prior to Rental Achievement the Admission Date only out of the proceeds designated in this sentence available from time to time after payment of all costs described in this sentence. Any amounts not reimbursed through Rental Achievement the later of Permanent Mortgage Commencement or from the Admission Date only out of the proceeds of the Capital Contribution of the Investment Limited Partners Partner as provided in Section 5.1 shall not be reimbursable or otherwise change the Interest of any Person in the Partnership but shall be borne by the General Partners; provided, however, that, notwithstanding the foregoing, to the extent any such amounts represent items which are properly included in the Partnership's Qualified Basis and result in an increase in the amount of Tax Credit allocated and available to the Partnership over and above the amount of Tax Credit required in order to achieve State Designation ("Includable Items"), the General Partners shall make an additional Capital Contribution in the amount of the Includable Items and the Partnership shall utilize the proceeds of such additional Capital Contribution to pay the Includable Items. In the event that the General Partners shall fail to fund any such deficiency as required by this Section 6.11, an amount not in excess of the next payment which would otherwise be made under installment of the Service Notes Construction and Development Fee due to the General Partners or any of their Affiliates under Section 6.12 or any other provision hereof shall be applied by the Partnership to meet such obligation of the General Partners, and, to the extent there may still be a deficiency, any amounts otherwise payable as the Annual Partnership Management Fee or distributable to the General Partners pursuant to Article X shall also be so applied. Any such application of funds as described in the immediately preceding sentence shall constitute a payment of the amount under of the Service Notes Fee or such other item which such funds had been earmarked to pay, and the obligation of the General Partners to advance such amount under this Section 6.11 shall be satisfied to the extent of such application.

Obligation to Complete the Construction of the Apartment Complex. The General Partners shall complete the construction of the Apartment Complex substantially in accordance with the plans and specifications approved by the Lenders and/or any Agency and all requirements necessary to obtain the required certificates of occupancy for dwelling units, or cause the same to be completed, in a good and workmanlike manner, free and clear of all mechanics', materialmen's or similar liens, and shall equip the Apartment Complex or cause the same to be equipped with all necessary and appropriate fixtures, equipment and articles of personal property, including refrigerators and ranges, and shall cause all necessary certificates of occupancy for all apartment units in the Apartment Complex to be obtained, all in accordance with the Project Documents. If the proceeds of the Construction and Permanent Mortgages, the net rental income, if any, of the Apartment Complex generated prior to the later of Permanent Mortgage Commencement or the Admission Date and which is permitted by the Permanent MortgageLenders and/or any Agency to be utilized for any of the purposes hereinafter set forth, the Capital Contribution of the Investment Limited PartnersPartner, and the Capital Contributions of the General Partners in the amounts set forth on Schedule A as of the Effective Admission Date, and any insurance proceeds arising out of casualties prior to the later of Permanent Mortgage Commencement or the Admission Date as available from time to time are insufficient to (i) acquire and complete the construction of the Apartment Complex and satisfy all other obligations, all as provided in the first sentence of this Section 6.11, (ii) pay the Construction and Development Fee (other than the deferred portion thereof referred to in Section 6.12(b)), (iii) arrive at Permanent Mortgage Commencement in conformity with the Project Documents, (iiiiv) discharge all Partnership liabilities and obligations arising out of any casualty giving rise to any such insurance proceeds, (iv) arrive at Rental Achievement, and (v) provide for all other payments and expenses required to be made or incurred through Rental Achievementthe later of Permanent Mortgage Commencement or the Admission Date, including the funding of any reserves required hereunder or under any other Project Document and the repayment in full of all obligations under the Construction Mortgage, but excluding from items (i) through (v) all amounts required to be funded by the General Partners under the second sentence of Section 6.10, the General Partners in their capacity as developers shall be responsible for and obligated to pay such deficiencies and shall, to the extent permitted under the Project Documents and any applicable regulations or requirements of the Lenders and/or any Agency, be reimbursed at or prior to Rental Achievement the later of Permanent Mortgage Commencement or the Admission Date only out of the proceeds designated in this sentence available from time to time after payment of all costs described in this sentence. Any amounts not reimbursed through Rental Achievement the later of Permanent Mortgage Commencement or the Admission Date or from the proceeds of the Capital Contribution of the Investment Limited Partners Partner as provided in Section 5.1 shall not be reimbursable or otherwise change the Interest of any Person in the Partnership but shall be borne by the General PartnersPartners in their capacity as developers; provided, however, that, notwithstanding the foregoing, to the extent any such amounts represent items which are properly included in the Partnership's Qualified Basis and result in an increase in the amount of Tax Credit allocated and available to the Partnership over and above the amount of Tax Credit required in order to achieve State Designation ("Includable Items"), the General Partners shall make an additional Capital Contribution in the amount of the Includable Items and the Partnership shall utilize the proceeds of such additional Capital Contribution to pay the Includable Items. In the event that the General Partners and/or the Developer shall fail to fund any such deficiency as required by this Section 6.11, an amount not in excess of the next payment which would otherwise be made under unpaid portion of the Service Notes Construction and Development Fee due to the Developer, the General Partners or any of their Affiliates under Section 6.12 or any other provision hereof shall be applied by the Partnership to meet such obligation of the General PartnersPartners and/or the Developer, and, to the extent there may still be a deficiency, any amounts otherwise payable as the Partnership Management Fee or distributable to the General Partners pursuant to Article X shall also be so applied. Any such application of funds as described in the immediately preceding sentence shall constitute a payment of the amount under of the Service Notes Fee or such other item which such funds had been earmarked to pay, and the obligation of the General Partners and/or the Developer to advance such amount under this Section 6.11 shall be satisfied to the extent of such application.

Obligation to Complete the Construction of the Apartment Complex. The General Partners shall complete the construction of the Apartment Complex substantially in accordance with the plans and specifications approved by MHDC and the Lenders and/or any Agency and all requirements necessary to obtain the required certificates of occupancy for dwelling units, or cause the same to be completed, in a good and workmanlike manner, free and clear of all mechanics', materialmen's or similar liens, and shall equip the Apartment Complex or cause the same to be equipped with all necessary and appropriate fixtures, equipment and articles of personal property, including refrigerators and ranges, ranges and shall cause all necessary certificates of occupancy for all apartment units in the Apartment Complex to be obtained, all in accordance with the Project Documents. If the proceeds of the Land, Construction and Permanent Mortgages, the net rental income, if any, of the Apartment Complex generated prior to the later of Permanent Mortgage Commencement or the Second Admission Date and which is permitted by MHDC to be utilized for any of the Permanent Mortgagepurposes hereinafter set forth, the Capital Contribution Contributions of the Investment Limited Partners, and the Capital Contributions of the General Partners in the amounts set forth on Schedule A as of the Effective Second Admission Date, and any insurance proceeds arising out of casualties prior to the later of Permanent Mortgage Commencement or the Second Admission Date as available from time to time are insufficient to (i) acquire and complete the construction of the Apartment Complex and satisfy all other obligations, all as provided in the first sentence of this Section 6.11, (ii) pay the Construction and Development Fee, (iii) arrive at Permanent Mortgage Commencement in conformity with the Project Documents, (iiiiv) discharge all Partnership liabilities and obligations arising out of any casualty giving rise to any such insurance proceeds, (iv) arrive at Rental Achievement, and (v) provide for all other payments and expenses required to be made or incurred through Rental Achievementthe later of Permanent Mortgage Commencement or the Second Admission Date, including the funding of any reserves required hereunder or under any other Project Document and the repayment in full of all obligations under the Land Mortgage and the Construction Mortgage, but excluding from items (i) through (v) all amounts required to be funded by the General Partners under the second sentence of Section 6.10, the General Partners shall be responsible for and obligated to pay such deficiencies and shall, to the extent permitted under the Project Documents and any applicable regulations or requirements of the Lenders and/or any AgencyMHDC, be reimbursed at or prior to Rental Achievement the later of Permanent Mortgage Commencement or the Second Admission Date only out of the proceeds designated in this sentence available from time to time after payment of all costs described in this sentence. Any amounts not reimbursed through Rental Achievement Permanent Mortgage Commencement or from the proceeds of the Capital Contribution of the Investment Limited Partners as provided in Section 5.1 shall not be reimbursable or otherwise change the Interest of any Person in the Partnership but shall be borne by the General Partners; provided, however, that, that notwithstanding the foregoing, to the extent any such amounts represent items which are properly included in the Partnership's Qualified Basis and result in an increase in the amount of Tax Credit allocated and available to the Partnership over and above the amount of Tax Credit required in order to achieve State Designation (1996) and State Designation (1997) ("Includable Items"), the General Partners shall make an additional Capital Contribution in the amount of the Includable Items and the Partnership shall utilize the proceeds of such additional Capital Contribution to pay the Includable Items. In the event that the General Partners shall fail to fund any such deficiency as required by this Section 6.11, an amount not in excess of the next payment which would otherwise be made under the Service Notes Construction and Development Fee due to the General Partners or any of their Affiliates under Section 6.12 or any other provision hereof shall be applied by the Partnership to meet such obligation of the General Partners, and, and to the extent there may shall still be a deficiency, any amounts otherwise payable as the Annual Partnership Management Fee or distributable to the General Partners pursuant to Article X shall may also be so applied. Any such application of funds as described in the immediately preceding sentence shall constitute a payment of the amount under of the Service Notes Fee or such other item which such funds had been earmarked to pay, and the obligation of the General Partners to advance such amount under this Section 6.11 shall be satisfied to the extent of such application.

Obligation to Complete the Construction of the Apartment Complex. The General Partners shall complete the construction of the Apartment Complex substantially in accordance with the plans and specifications approved by any Agency and the Lenders and/or any Agency and all requirements necessary to obtain the required certificates of occupancy for dwelling units, or cause the same to be completed, in a good and workmanlike manner, free and clear of all mechanics', materialmen's or similar liens, and shall equip the Apartment Complex or cause the same to be equipped with all necessary and appropriate fixtures, equipment and articles of personal property, including refrigerators and ranges, and shall cause all necessary certificates of occupancy for all apartment units in the Apartment Complex to be obtained, all in accordance with the Project Documents. If the proceeds of the Construction Mortgages, the net rental income, if any, of the Apartment Complex generated prior to the later of Permanent Mortgage Commencement or the Admission Date and which is permitted by each Agency and the Permanent MortgageLenders to be utilized for any of the purposes hereinafter set forth, the Capital Contribution Contributions of the Investment Limited Partners, and the Capital Contributions of the General Partners in the amounts set forth on Schedule A as of the Effective Admission Date, and any insurance proceeds arising out of casualties prior to the later of Permanent Mortgage Commencement or the Admission Date as available from time to time are insufficient to (i) acquire and complete the construction of the Apartment Complex and satisfy all other obligations, all as provided in the first sentence of this Section 6.11, (ii) pay the Construction and Development Fee and interest thereon, (iii) arrive at Permanent Mortgage Commencement in conformity with the Project Documents, (iiiiv) discharge all Partnership liabilities and obligations arising out of any casualty giving rise to any such insurance proceeds, (iv) arrive at Rental Achievement, and (v) provide for all other payments and expenses required to be made or incurred through Rental Achievementthe later of Permanent Mortgage Commencement or the Admission Date, including the repayment in full funding of all obligations any reserves required hereunder or under the Construction Mortgage, but excluding from items (i) through (v) all amounts required to be funded by the General Partners under the second sentence of Section 6.10any other Project Document, the General Partners shall be responsible for and obligated to pay such deficiencies and shall, to the extent permitted under the Project Documents and any applicable regulations or requirements of the Lenders and/or and any Agency, be reimbursed at or prior to Rental Achievement the later of Permanent Mortgage Commencement or the Admission Date only out of the proceeds designated in this sentence available from time to time after payment of all costs described in this sentence. Any amounts not reimbursed through Rental Achievement Permanent Mortgage Commencement or from the proceeds of the Capital Contribution of the Investment Limited Partners as provided in Section 5.1 shall not be reimbursable or otherwise change the Interest of any Person in the Partnership but shall be borne by the General Partners; provided, however, that, notwithstanding the foregoing, to the extent any such amounts represent items which are properly included in the Partnership's Qualified Basis and result in an increase in the amount of Tax Credit allocated and available to the Partnership over and above the amount of Tax Credit required in order to achieve State Designation ("Includable Items"), the General Partners shall make an additional Capital Contribution in the amount of the Includable Items and the Partnership shall utilize the proceeds of such additional Capital Contribution to pay the Includable Items. In the event that the General Partners shall fail to fund any such deficiency as required by this Section 6.11, an amount not in excess of the next payment which would otherwise be made under the Service Notes to the General Partners or any of their Affiliates under Section 6.12 or any other provision hereof shall be applied by the Partnership to meet such obligation of the General Partners, and, to the extent there may still be a deficiency, any amounts otherwise payable as the Annual Partnership Management Fee, the Management Incentive Fee or distributable to the General Partners pursuant to Article X shall also be so appliedapplied by the Partnership to meet such obligation. Any such application of funds as described in the immediately preceding sentence shall constitute a payment of the amount under of the Service Notes Fee or such other item which such funds had been earmarked to pay, and the obligation of the General Partners to advance such amount under this Section 6.11 shall be satisfied to the extent of such application.