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or modifications; (3) the servicing and administration of the Loan during the term of the Loan
Agreement or thereafter; and (4) the enforcement by the Issuer during the term of the Loan
Agreement or thereafter of any of the rights or remedies of the Issuer under the Loan Agreement
or under the foregoing documents, or any document, instrument or agreement related thereto,
including, without limitation, costs and expenses of collection in the Event of Default, whether or
not suit is filed with respect thereto.
(f) To the Issuer, the administrative fee (the “Administrative Fee”) payable on a one-
time basis on the Closing Date in an amount equal to one half of one percent of the initial maximum
principal amount of the Bonds ($23,000,000*). The Administrative Fee is not pledged to payment
of the Bonds and may be used by the Issuer for any proper purpose. The Administrative Fee is
required by the Issuer for the purpose of partially compensating the Issuer for services to be
performed by it prior to and during the term of the Loan Agreement but the Issuer is not required
to provide an accounting to the Borrower of such services or the Administrative Fee applied to such
services.
Upon the payment, prepayment, or incurrence of any such cost, expense, or liability described
under this caption by any such party, the Additional Payments in respect thereof shall be payable upon
written demand to the Borrower, which demand shall be accompanied by invoices or other appropriate
documentation concerning the nature, amount and incurrence of such cost, expense or liability. If the
Additional Payments payable as described under this caption are not paid by the Borrower within thirty
(30) days of the Borrower’s receipt of such demand, such Additional Payments shall bear interest from such
thirtieth (30th) day at the Interest Rate for Advances until the amount due shall have been fully paid.
Special Covenants
At all reasonable times and upon reasonable notice, the Borrower shall allow any duly authorized
representative of the Issuer or the Trustee to visit and inspect the Project, to examine and make copies of
and from its books of record and account, and to discuss its affairs, finances, and accounts with its officers,
and shall furnish to the Issuer and the Trustee any information reasonably required regarding its business
affairs and financial condition within a reasonable time after receipt of written request therefor.
The Borrower shall maintain its existence, not dissolve or sell, transfer or otherwise dispose of all
or substantially all of its assets, not consolidate with or merge into another entity or permit one or more
other entities to consolidate with or merge into it, and not sell or transfer the Project; provided, however,
that it may do so if the surviving, resulting or transferee entity is other than the Borrower, it assumes in
writing all of the obligations of the Borrower under the Loan Agreement and the Regulatory Agreement
and it has a net worth equal to or greater than that of the Borrower immediately prior to such consolidation,
merger, sale or transfer or if the Bonds are repaid in full. Nothing contained in the Loan Agreement shall
limit the rights of (a) any direct or indirect owners of interests in the Borrower to (1) transfer, convey, sell
or otherwise dispose (a “Transfer”) their ownership interests to any Affiliate of such owner or of any other
owner of interests in the Borrower, or in connection with any estate planning, or by operation of law, or (2)
make Transfers among and between themselves; or (3) allow the Investor Limited Partners to transfer its
interest to any Affiliate or third party; or (b) Borrower to make Transfers as otherwise permitted by (or
subject to the terms and conditions set forth in) the Regulatory Agreement.
Notwithstanding anything to the contrary contained in the Loan Agreement or in any other
Subordinate Bond Document, and subject to the consent of HUD and the FHA Lender prior to each
occurrence to the extent such consent is required under the FHA Loan Documents, the following shall be
* Preliminary; subject to change.
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