Common use of Supplemental Obligation Financing Clause in Contracts

Supplemental Obligation Financing. Developer and the Agency agree as follows: (a) The Agency has incurred indebtedness to Developer under this Financing Plan for the purposes of carrying out the Shipyard Redevelopment Plan and the BVHP Redevelopment Plan, as applicable. The total amount of the indebtedness incurred by the Agency is set forth as “Qualified Project Costs” for the Project as a whole in the Summary Proforma, as amended pursuant to the terms of this Financing Plan. The Agency has pledged Net Available Increment toward the payment of its indebtedness to Developer, which is limited to the amounts and in the manner set forth in this Financing Plan. (b) The Agency agrees that Developer may from time to time assign Net Available Increment that is not needed to pay debt service on existing Tax Allocation Debt to the payment of debt service on bonds, notes, or other obligations issued by or on behalf of, or special taxes, assessments or amounts levied by or on behalf of, a local agency or special district such as a community facilities district or joint powers authority (the “Supplemental Obligations”) after the respective Indebtedness Time Limit under the Shipyard Redevelopment Plan or the BVHP Redevelopment Plan, as applicable, so long as the proceeds of the Supplemental Obligations are applied to pay or reimburse for Qualified Project Costs (the “Supplemental Obligation Financing”). Notwithstanding the foregoing, to the extent necessary to comply with applicable Tax Laws, Developer agrees not to assign the portion, if any, of Net Available Increment that is comprised of Developer’s Additional Payments required under Section 3.1(d), if any, to reimburse Developer for payment of special taxes or assessments or to pay debt service on Supplemental Obligations that are also payable from Project Special Taxes. (c) Developer will execute and deliver to the Agency an assignment to the bond trustee for the Supplemental Obligations of Developer’s right to receive the Net Available Increment pledged to the Supplemental Obligations under this Financing Plan. The Agency agrees that any Indenture for the Supplemental Obligations will obligate the Fiscal Agent to use Net Available Increment it receives under Developer’s assignment to pay the Supplemental Obligations. (d) Upon receipt of Developer’s assignment of Developer’s right to Net Available Increment, the Agency shall forward to the applicable bond trustee, on Developer’s behalf, Net Available Increment to: (i) pay debt service on the Supplemental Obligations; (ii) pay special taxes, assessments, or payments relating to the Supplemental Obligations; and (iii) pay related administrative expenses. (e) The Agency’s obligations under this Section 4.1 with respect to Net Available Increment will terminate on the applicable Increment Termination Date. (f) Any assignments by Developer under this Section 4.1 are additional methods of leveraging the Net Available Increment that has been pledged to the “indebtedness” created by this Financing Plan and are not new “indebtedness” under the CCRL. The Supplemental Obligations are not bonded indebtedness of the Agency under the CCRL. (g) Following Developer’s request for Supplemental Obligation Financing, Developer and the Agency will meet with appropriate Agency or City consultants as to the feasibility, amount, and timing of the proposed Supplemental Obligation Financing. Neither the City nor the Agency will be required to implement Supplemental Obligation Financing that is not consistent with the Funding Goals.

Supplemental Obligation Financing. Developer and the Agency Authority agree as follows: (a) The Agency Authority has incurred indebtedness to Developer under this Financing Plan for the purposes of carrying out the Shipyard Redevelopment Plan and the BVHP Redevelopment Plan, as applicable. The total amount of the indebtedness incurred by the Agency Authority is set forth as “Estimated Qualified Project Costs” for the Project as a whole in the Summary Proforma. Pursuant to Section 3, as amended pursuant to the terms of this Financing Plan. The Agency Authority has irrevocably pledged Net Available Increment toward to the payment of its indebtedness to Developer, which is limited to the amounts and in the manner set forth in this Financing Plan. (b) The Agency agrees that Developer may from time to time assign Net Available Increment that which is not needed to pay debt service on existing Tax Allocation Debt to the payment of debt service on bonds, notes, or other obligations issued by or on behalf of, or special taxes, assessments or amounts levied by or on behalf of, a local agency or special district such as a community facilities district or joint powers authority (the “Supplemental Obligations”) after the respective Indebtedness Time Limit under the Shipyard Redevelopment Plan or the BVHP Redevelopment Plan, as applicable, so long as the proceeds of the Supplemental Obligations are applied to pay or reimburse for Qualified Project Costs (the “Supplemental Obligation Financing”). Notwithstanding the foregoing, to the extent necessary to comply with applicable Tax Laws, Developer agrees shall not to assign the portion, if any, of Net Available Increment that is comprised of Developer’s Additional Payments required under Section 3.1(d), if any, to reimburse Developer for payment of special taxes or assessments or to pay debt service on Supplemental Obligations that are also payable from Project Special Taxes. (c) Developer will execute and deliver to the Agency Authority an assignment to the bond trustee for the Supplemental Obligations of Developer’s right to receive the Net Available Increment pledged to the Supplemental Obligations Obligation under this Financing Plan. The Agency agrees that any Indenture for the Supplemental Obligations will obligate the Fiscal Agent to use Net Available Increment it receives under Developer’s assignment to pay the Supplemental Obligations. (d) Upon receipt of Developer’s assignment of Developer’s right to Net Available Increment, the Agency Authority shall forward to the applicable bond trustee, on Developer’s behalf, Net Available Increment to: (i) pay debt service on the Supplemental Obligations; (ii) pay special taxes, assessments, or payments relating to the Supplemental Obligations; and (iii) pay related administrative expenses. Notwithstanding the foregoing, to the extent necessary to comply with applicable Tax Laws, Developer shall not assign the portion, if any, of Developer’s Additional Payments required under Section 3.1(d), if any, to reimburse Developer for payment of special taxes or assessments or to pay debt service on Supplemental Obligations that are also payable from Project Special Taxes. (e) The AgencyAuthority’s obligations under this Section 4.1 with respect to the Net Available Increment will terminate on the applicable Increment Termination Date. (f) Any assignments by Developer under this Section 4.1 4.1(b) and Section 4.1(c) are additional methods of leveraging the Net Available Increment that has been pledged to the “indebtedness” created by this Financing Plan and are not new “indebtedness” under the CCRL. The Supplemental Obligations are not bonded indebtedness of the Agency Authority under the CCRL. (g) Following Developer’s request for Supplemental Obligation Financing, Developer and the Agency Authority will meet with appropriate Agency Authority or City consultants as to the feasibility, amount, and timing of the proposed Supplemental Obligation Financing. Neither the City nor the Agency Authority will be required to implement Supplemental Obligation Financing that is not consistent with the Funding Goals.