8.1 SR 08-19-2024 - Laserfiche WebLink

Home Browse Search

3 K. Pursuant to that certain Assessment Agreement dated __________, 202__ (the “Assessment Agreement”), the Borrowers have agreed to establish a minimum market value for the Project as of January 2, 2026 and lasting until 2035. L. As a condition to making the FBER Loans available to the Borrowers, FBER requires that the City subordinate its rights under the DAA Documents, the Deed and the Assessment Agreement to the FBER Mortgages and the payment of all amounts due to FBER under the FBER Loan Agreement, the FBER Notes and the other FBER Loan Documents. NOW THEREFORE, in order to induce FBER to make the FBER Loans, the City hereby agrees as follows: 1. Defined Terms. Unless the context otherwise provides, each capitalized term not defined herein shall have the meaning therefor specified in the Development Assistance Agreement. 2. Subordination. The City agrees that any and all payments owed by the Borrowers to the City arising under and pursuant to the Development Assistance Agreement, the DAA Mortgage and the other DAA Documents, and the DAA Guarantors to the City contained in the DAA Note, the DAA Guaranties, and the other DAA Documents, are subject, junior and subordinate to all now existing or hereafter arising rights, interests and liens held by FBER pursuant to the FBER Mortgages, the FBER Security Agreement, the FBER Notes, the FBER Guaranties, and the other FBER Loan Documents. In the event of a default under the FBER Loans and upon written notice from FBER to the City, the City shall not demand nor accept, and the Borrowers and the Guarantors shall not make payment of any Shortfall required under Section 2(a) of the DAA Note or the DAA Guaranties without the prior written consent of FBER. The City further agrees that any and all now existing or hereafter arising rights, interests and liens, if any, of the City under the Deed (including, without limitation, the Re-Entry Right) are subject, junior and subordinate to all now existing or hereafter arising rights, interests and liens held by FBER pursuant to the FBER Mortgages and the other FBER Loan Documents. Prior to the delivery of a certificate of occupancy by the City, the City agrees that its rights, interests and liens, if any, of the City under the Assessment Agreement (including without limitation the establishment of a minimum market value) are subject, junior and subordinate to all now existing or hereafter arising rights interests and liens held by the FBER pursuant to the FBER Mortgages and the other FBER Loan Documents provided that such subordination shall be released upon a delivery of a certificate of occupancy by the City. In addition to the foregoing, the City agrees that, following a foreclosure of the FBER Mortgages, the Bank shall not be required to satisfy the obligations of the Developer (as that term is defined in the Development Assistance Agreement) under Section 3.1 (Construction of Project), Section 3.2 (Commencement and Completion of Construction, Section 3.7 (Agreement to Pay Purchase Price Note), Section 3.9 (c) (Job and Wage Goals), Section 3.10 (Developer to Pay City Fees and Expenses), and Section 3.11 (Restrictions on Use in Economic Development TIF District), and that such sections are subordinate to the FBER Mortgages. In addition, any right or remedy of the City under Section 3.4 (Conveyance Subject to Right of Re-entry) is subordinate to the FBER Mortgages, any right or remedy of the City under Section 3.9(d) is subordinate to the FBER Mortgages, any agreed upon minimum assessed value set forth in Section 4.2 of the Page 221 of 327