Common use of Shortfall Clause in Contracts

Shortfall. Developer agrees to the following measures to avoid shortfalls in projected Net Available Increment for the Project. (i) If, after the Agency issues any Tax Allocation Debt under this Financing Plan that is secured by a pledge of Shipyard Net Available Increment or Candlestick Net Available Increment, Developer initiates a proceeding to reassess the value of the parcels then owned by Developer in a project area for which Tax Allocation Debt was issued (the “Encumbered Parcels”), under the California Revenue & Taxation Code (a “Reassessment”), that results in a decrease in ad valorem property taxes levied on the Encumbered Parcels, Developer must pay to the Agency in an Agency Fiscal Year the amount equal to: (A) the amount of ad valorem property taxes that would have been levied on the Encumbered Parcels in such Agency Fiscal Year if the Reassessment had not occurred; less (B) the amount of ad valorem property taxes actually levied on the Encumbered Parcels in such Agency Fiscal Year (the difference being the “Additional Payments”). (ii) Developer’s obligation to make Additional Payments will begin in the Agency Fiscal Year following the Reassessment and continue until the earlier of: (A) the date that the Tax Allocation Debt outstanding on the date of the Reassessment is repaid in full or defeased before maturity for any reason other than a refunding; or (B) the date that the amount of the Additional Payments is reduced to zero (0) or less due to a subsequent reassessment of the Encumbered Parcels for any reason. (iii) Developer and the Agency intend for this Section 3.1(d) to apply only to Public Financing payable or secured by Net Available Increment, and not to any other Public Financing. Developer’s obligations under this Section 3.1(d) are not for the benefit of any CFD Bonds. Should the Tax Laws change, or the Internal Revenue Service or a court of competent jurisdiction issue a ruling that might cause any tax-exempt Tax Allocation Debt to be deemed taxable due to the requirements under clause (i) or (ii), the Agency will release Developer and any Transferee from its obligations under this Section 3.1(d), and this Section 3.1(d) will be deemed severed from this Financing Plan under section 27.19 of the DDA. (iv) Developer and the Agency understand and agree that the Agency would not be willing to enter into this Financing Plan without the agreement set forth in this Section 3.1(d).

Shortfall. Developer agrees to the following measures to avoid shortfalls in projected Net Available Increment for the Project. (i) If, after the Agency an IFD issues any Tax Allocation IFD Debt under this Financing Plan that is secured by a pledge of Shipyard Net Available Increment or Candlestick Net Available Increment, Developer initiates a proceeding under the California Revenue & Taxation Code (a “Reassessment”) to reassess the value of the parcels then owned by Developer in a project area within an IFD for which Tax Allocation such IFD Debt was issued (the “Encumbered Parcels”), under the California Revenue & Taxation Code (a “Reassessment”), that results in a decrease in ad valorem property taxes levied on the Encumbered Parcels, Developer must pay to the Agency City in an Agency a Fiscal Year the amount equal to: : (A) the amount of ad valorem property taxes that would have been levied on the Encumbered Parcels in such Agency Fiscal Year if the Reassessment had not occurred; less (B) the amount of ad valorem property taxes actually levied on the Encumbered Parcels in such Agency Fiscal Year (the difference being the “Additional Payments”). The City shall allocate the Additional Payments received consistent with the IFP for such IFD. (ii) Developer’s obligation to make Additional Payments will begin in the Agency Fiscal Year following the Reassessment and continue until the earlier of: : (A) the date that the Tax Allocation IFD Debt related to the Encumbered Parcels that is outstanding on the date of the Reassessment is repaid in full or defeased before maturity for any reason other than a refunding; or (B) the date that the amount of the Additional Payments is reduced to zero (0) or less due to a subsequent reassessment of the Encumbered Parcels for any reason. (iii) Developer and the Agency City intend for this Section 3.1(d3.7(a) to apply only to Public Financing payable or secured only by Net Available Increment, and not to any other Public FinancingFinancing issued by Authority or the City. Developer’s obligations under this Section 3.1(d3.7(a) are not for the benefit of any CFD Bonds. Should the Tax Laws change, or the Internal Revenue Service or a court of competent jurisdiction issue a ruling that might cause any tax-exempt Tax Allocation IFD Debt to be deemed taxable due to the requirements under clause (i) or (ii), the Agency City will release Developer and any Transferee from its obligations under this Section 3.1(d3.7(a), and this Section 3.1(d3.7(a) will be deemed severed from this Financing Plan under section 27.19 of the DDA. (iv) Developer and the Agency City understand and agree that the Agency City would not be willing to enter into this Financing Plan without the agreement set forth in this Section 3.1(d3.7(a).

Shortfall. Developer agrees to the following measures to avoid shortfalls in projected Net Available Increment for the Project. (i) If, after the Agency Authority issues any Tax Allocation Debt under this Financing Plan that is secured by a pledge of Shipyard Net Available Increment or Candlestick Net Available Increment, Developer initiates a proceeding under the California Revenue & Taxation Code (a “Reassessment”) to reassess the value of the parcels then owned by Developer in a project area the Redevelopment Plan Area for which Tax Allocation Debt was issued (the “Encumbered Parcels”), under the California Revenue & Taxation Code (a “Reassessment”), that results in a decrease in ad valorem property taxes levied on the Encumbered Parcels, Developer must pay to the Agency Authority in an Agency Authority Fiscal Year the amount equal to: : (A) the amount of ad valorem property taxes that would have been levied on the Encumbered Parcels in such Agency Authority Fiscal Year if the Reassessment had not occurred; less (B) the amount of ad valorem property taxes actually levied on the Encumbered Parcels in such Agency Authority Fiscal Year (the difference being the “Additional Payments”). (ii) Developer’s obligation to make Additional Payments will begin in the Agency Authority Fiscal Year following the Reassessment and continue until the earlier of: (A) the date that the Tax Allocation Debt outstanding on the date of the Reassessment is repaid in full or defeased before maturity for any reason other than a refunding; or (B) the date that the amount of the Additional Payments is reduced to zero (0) or less due to a subsequent reassessment of the Encumbered Parcels for any reason. (iii) Developer and the Agency Authority intend for this Section 3.1(d) to apply only to Public Financing payable or secured only by Net Available Increment, and not to any other Public FinancingFinancing issued by Authority or the City. Developer’s obligations under this Section 3.1(d) are not for the benefit of any CFD Bonds. Should the Tax Laws change, or the Internal Revenue Service or a court of competent jurisdiction issue a ruling that might cause any tax-exempt Tax Allocation Debt to be deemed taxable due to the requirements under clause (i) or (ii), the Agency Authority will release Developer and any Transferee from its obligations under this Section 3.1(d), and this Section 3.1(d) will be deemed severed from this Financing Plan under section 27.19 of the DDA. (iv) Developer and the Agency Authority understand and agree that the Agency Authority would not be willing to enter into this Financing Plan without the agreement set forth in this Section 3.1(d).

Shortfall. Developer agrees to the following measures to avoid shortfalls in projected Net Available Increment for the Project. (i) 7.1.1. If, after the Agency IFD issues any Tax Allocation IFD Debt under this Financing Plan that is secured by a pledge of Shipyard Net Available Increment or Candlestick Net Available Increment, Developer initiates a proceeding under the California Revenue & Taxation Code (a “Reassessment”) to reassess the value of the parcels then owned by Developer in a project area encumbered by an IFD for which Tax Allocation IFD Debt was issued (the “Encumbered Parcels”), under the California Revenue & Taxation Code (a “Reassessment”), that results in a decrease in ad valorem property taxes levied on the Encumbered Parcels, Developer must pay to the Agency City in an Agency a Fiscal Year the amount equal to: : (A) the amount of ad valorem property taxes that would have been levied on the Encumbered Parcels in such Agency Fiscal Year if the Reassessment had not occurred; less (B) the amount of ad valorem property taxes actually levied on the Encumbered Parcels in such Agency Fiscal Year (the difference being the “Additional Payments”). (ii) 7.1.2. Developer’s obligation to make Additional Payments will begin in the Agency Fiscal Year following the Reassessment and continue until the earlier of: (A) the date that the Tax Allocation IFD Debt outstanding on the date of the Reassessment is repaid in full or defeased before maturity for any reason other than a refunding; or (B) the date that the amount of the Additional Payments is reduced to zero (0) or less due to a subsequent reassessment of the Encumbered Parcels for any reason. (iii) 7.1.3. Developer and the Agency City intend for this Section 3.1(d3.7(a) to apply only to Public Financing payable or secured only by Net Available Increment, and not to any other Public FinancingFinancing issued by Authority or the City. Developer’s obligations under this Section 3.1(d3.7(a) are not for the benefit of any CFD Bonds. Should the Tax Laws change, or the Internal Revenue Service or a court of competent jurisdiction issue a ruling that might cause any tax-exempt Tax Allocation IFD Debt to be deemed taxable due to the requirements under clause (i) or (ii), the Agency City will release Developer and any Transferee from its obligations under this Section 3.1(d3.7(a), and this Section 3.1(d3.7(a) will be deemed severed from this Financing Plan under section 27.19 of the DDA. (iv) 7.1.4. Developer and the Agency City understand and agree that the Agency City would not be willing to enter into this Financing Plan without the agreement set forth in this Section 3.1(d3.7(a).