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<br />1. Consent to Financing. City hereby consents to the Loan from Lender to
<br />Borrower and the liens created by the Mortgage and the other loan documents entered into
<br />between Borrower and Lender (collectively, the “Loan Documents”). City acknowledges and
<br />agrees that if Lender or any of Lender’s successors and/or assigns under the Loan Documents
<br />shall succeed to the rights of the Borrower under the Development Agreement upon any
<br />foreclosure of the lien of the Mortgage with respect to the interest of the Borrower in the
<br />Subject Property (or other exercise of its rights and remedies under the Mortgage), then the City
<br />shall recognize the rights of Lender or such successor and/or assign, as applicable, and the
<br />Development Agreement shall continue in full force and effect as, or as if it were a direct
<br />agreement between Lender or such successor and/or assign, on the one hand, and the City, on
<br />the other hand, upon all of the terms, covenants, provisions and conditions set forth in the
<br />Development Agreement. Such recognition will be effective and self-operative without the
<br />execution of any further instrument. In no event shall Lender or any Subsequent Owner
<br />(defined below) be responsible for any representations or warranties, fees, costs,
<br />reimbursements, termination fees or other charges, expenses, indemnifications, or loans or
<br />advances or other amounts that were owed by Borrower to City and/or any of its Affiliates or
<br />were the obligation of Borrower, as the case may be, under the terms of the Development
<br />Agreement prior to the assumption of the Development Agreement by Lender and/or any
<br />Subsequent Owner.
<br />2. Estoppel. City represents and warrants to Lender and Subsequent Owner
<br />(as defined herein) that (a) the Development Agreement attached as Exhibit A hereto is a true,
<br />complete and final copy of such contract, is in full force and effect, and has not been modified,
<br />amended or assigned other than pursuant to this Agreement, (b) neither Borrower nor, to City’s
<br />knowledge, City is in default under any of the terms, covenants or provisions of the
<br />Development Agreement and City knows of no event which, but for the passage of time or the
<br />giving of notice or both, would constitute an event of default under the Development Agreement,
<br />(c) neither City nor, to City’s knowledge, Borrower has commenced any action or given or
<br />received any notice for the purpose of terminating the Development Agreement, (d) all sums due
<br />and payable to the City under the Development Agreement as of the date hereof (including,
<br />without limitation, all fees due under Sections 19, 21, 22, 23, 25 and 26, 28, 29 and 30 of the
<br />Development Agreement) have been paid in full, (e) the conditions set forth in Section 3 of the
<br />Development Agreement have been satisfied in full (including, without limitation, the City’s
<br />Administrator’s issuance of a letter that the Borrower may proceed with the Development of the
<br />Subject Property),1 (f) the City has approved the Plans (as defined in the Development
<br />Agreement) in accordance with the Developmen t Agreement, and (g) Borrower has otherwise
<br />satisfied all of the conditions precedent to the Development of the Subject Property in
<br />accordance with the Development Agreement. City shall, at any time and from time to time upon
<br />not less than ten (10) business days’ prior written notice from Lender, execute, acknowledge and
<br />deliver to Lender, or to any third party specified by Lender, a statement in writing: (a) certifying
<br />(i) that the Development Agreement is unmodified and in full force and effect (or if there have
<br />been modifications, that the same, as modified, is in full force and effect and stating the
<br />modifications), (ii) the date through which the fees due under the Development Agreement have
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<br /> 1 NTD: Please provide a copy of such letter.
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