Agenda - Council - 07/26/2022 - Laserfiche WebLink

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NOW, THEREFORE, in consideration of the premises and as an inducement to Lender to make the Loan, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto represent, warrant and agree as follows: l. Intentionally Blank. 2. Subordination. The City's rights under the TIF Agreement are hereby subordinated to the liens, rights and security interests created by the Loan Documents and to any and all amendments, modifications, extensions, replacements or renewals of the Loan Documents for all purposes and in all respects. Regardless of any priority otherwise available to the City by law or by agreement, Lender shall hold a first priority lien on the property encumbered by the Mortgage and any lien or interest claimed by the City shall be and remain fully subordinate for all purposes to the lien of the Mortgage. Notwithstanding the foregoing, the City shall have the right to exercise all of its rights and remedies under Article IV of the TIF Agreement and the Assessment Agreement. In the event Lender completes foreclosure, deed in lieu of foreclosure, or Lender or its designee or a third party purchaser at foreclosure sale or otherwise obtains title to any of the RIO 1 Property, the RIO 2 Property, or the RIO 3 Property, the City hereby agrees that the TIF Agreement shall automatically terminate in its entirety and be of no further force and effect, and none of Oppidan, RIO 1, RIO 2 or RIO 3 shall have any further obligations thereunder. Without limiting the foregoing, from and after such termination, the City shall have no further obligation to make payments under the TIF Note. 3. Term of Agreement. This Agreement shall be a continuing agreement, and shall remain in full force and effect with respect to the parties until such time as the Loan is paid in full. 4. Estoppel. The City hereby represents and warrants to Lender that all of the following are true as of the date of this Agreement: