TIF Financing. Subject to the terms and conditions of this Agreement, the parties hereby agree that the TIF Proceeds shall be disbursed by the UG to Developer from the TIF Fund on a pay-as-you-go basis ("TIF Financing") upon Developer’s completion of the Project to reimburse Developer for TIF Eligible Expenses, if and to the extent that: (1) there are sufficient TIF Proceeds in the TIF Fund, (2) Developer has fully satisfied all of the conditions set forth in Section 4.6, (3) Developer has not already been reimbursed for TIF Eligible Expenses in an amount equal to the TIF Cap (defined below in Section 4.3(b)(ii)), and (4) the Term has not yet expired and this Agreement has not otherwise been terminated. The parties further agree as follows:
TIF Financing. The Borrower has requested that Agent approve a Redevelopment Agreement between the Property Owner and the City of Chicago, through its department of Planning and Development (the "City") and the transactions contemplated therein (the "TIF Financing") and has provided the Agent with a draft copy of such Redevelopment Agreement. Upon the final approval of the Redevelopment Agreement and the TIF Financing by the Agent and the Senior Agent, the Property Owner and the Borrower hereby agree as follows:
(i) to pledge the promissory note delivered by the City to the Property Owner pursuant to the Redevelopment Agreement (the "TIF Note") to the Senior Agent and, on a subordinate basis, to the Agent as additional collateral for the Senior Loan and the Loan, respectively,
(ii) to deposit into an interest bearing escrow account all payments of any kind made or to be made under the TIF Note (the "TIF Payments"), including the proceeds thereof, with the Senior Agent (until the Senior Loan has been paid in full) or the Agent (after the Senior Loan has been paid in full);
(iii) that without the consent of the Senior Agent and the Agent neither of them shall be entitled to receive any TIF Payments at any time while the Senior Loan or the Loan is outstanding; and
(iv) to enter into documentation reasonably acceptable to the Senior Agent and the Agent to evidence the foregoing agreements.
TIF Financing. The Property is qualified to receive Tax Increment Financing in the amount of Ten Million Dollars ($10,000,000) pursuant to Philadelphia City Counsel Ordinance No. 970239 and that certain commitment letter dated November 23, 1998 from the Philadelphia Industrial Development Corporation ("TIF Financing"). The terms of the TIF Financing have been, and are hereby, Approved by the Members and the Company shall, by and through the Administrative Member, enter into any and all notes, deeds of trust, mortgages and other documents or instruments necessary or appropriate to enter into and close such financing, including securing such financing by the Property and its income. The terms and conditions of all such documents or instruments to be entered into by Company shall be subject to the approval of both Members, which approval shall not be unreasonably withheld or delayed. It is further understood and agreed that the note and/or mortgage evidencing or securing the TIF Financing shall expressly permit the Qualified Financing and the mortgage securing the TIF ("TIF Mortgage") shall expressly provide that (i) the lien of the TIF Mortgage is and shall remain subject and subordinate to the Qualified Financing and the mortgages securing the same and shall obligate the holder of the TIF Mortgage to timely execute and deliver to the holder or holders of the Qualified Financing such documents and instruments as any such holder reasonably requires to evidence and confirm such subordination, and (ii) the holder of TIF Mortgage shall be obligated to execute and deliver, upon the request of any holder of the Qualified First Mortgage Financing or the Qualified Junior Financing, a subordination agreement in form and in substance reasonably satisfactory to such holder, subordinating the lien of the TIF Mortgage to the lien of the deed of trust or mortgage securing the Qualified First Mortgage Financing and/or the Qualified Junior Financing, as applicable. Both Members shall cooperate fully in obtaining and closing the TIF Financing.
TIF Financing. Section 7.01. TIF Fund. 22 Section 7.02. Pay-as-you-go Financing of TIF Eligible Developer Costs. 22 Section 7.03. Certification of TIF Expenditures. 22 Section 7.04. Reimbursement. 23 Section 7.05. Financing Costs Reimbursement. 23
TIF Financing. Except in connection with a redevelopment agreement between the City of Chicago and the Property Owner (which shall be approved by the Agent, such approval not to be unreasonably withheld or delayed; provided, however, that the Agent may condition its approval upon the TIF Note (as defined below) being pledged to the Agent for the benefit of the Lenders and such a condition shall not be deemed unreasonable) and a note issued by the City of Chicago pursuant thereto (a “TIF Note”), the Borrower shall not, and shall not permit the Property Owner to, enter into any arrangement with respect to real estate tax abatements, tax increment financing, payments in lieu of real estate tax or any other financial contracts relating to the financing and development of the Project. Any TIF Note shall not be pledged, transferred, encumbered, sold, factored or otherwise monetized or collateralized without the prior written consent of the Agent (such approval not to be unreasonably withheld or delayed).
TIF Financing. The City may finance TIF Eligible Costs for Park Improvements from its own funds, subject to reimbursement from Tax Increment Funds or may provide for the issuance of TIF Bonds.
TIF Financing. Except in connection with a redevelopment agreement between the City of Chicago and the Property Owner and a note issued by the City of Chicago pursuant thereto (a "TIF Note"), the Borrower shall not, and shall not permit the Property Owner to, enter into any arrangement with respect to real estate tax abatements, tax increment financing, payments in lieu of real estate tax or any other financial contracts relating to the financing and development of the Project. Except any pledge to Senior Lender and/or to the Lender, any TIF Note shall not be pledged, transferred, encumbered, sold, factored or otherwise monetized or collateralized without the prior written consent of the Lender (such approval not to be unreasonably withheld or delayed).
TIF Financing. The Borrower has requested that Agent approve a Redevelopment Agreement between the Borrower and the City of Chicago, through its Department of Planning and Development (the "City") and the transactions contemplated therein (the "TIF Financing") and has provided the Agent with a draft copy of such Redevelopment Agreement. Upon the final approval of the Redevelopment Agreement and the TIF Financing by Agent, the Borrower hereby agrees as follows:
(i) to pledge the promissory note delivered by the City to the Borrower pursuant to the Redevelopment Agreement (the "TIF Note") to the Agent (on behalf of the Lenders) as additional collateral for the Loan;
(ii) to deposit into interest-bearing escrow all payments of any kind made under the TIF Note, including the proceeds thereof, with Agent (until the Loan has been paid in full); and
(iii) to enter into reasonable documentation acceptable to Agent to evidence the foregoing agreements.
TIF Financing. (i) The Borrowers shall cause any proceeds of the TIF Financing that have been disbursed to Albion for payment of Albion Project Costs that are then due and payable to be applied directly to such Albion Project Costs specified in connection with such disbursement.
(ii) Promptly upon the disbursement of any proceeds of the TIF Financing to Albion, the Borrowers’ Agent shall deliver a duly executed certificate to the Administrative Agent (A) setting forth (1) the amount of such proceeds, (2) the aggregate amount of all proceeds of the TIF Financing disbursed to Albion through and including such most recent disbursement, and (3) the then-current Albion TIF Savings amount, and (B) attaching evidence that such proceeds are being disbursed to (1) reimburse Albion for Albion Project Costs incurred and paid for or (2) to pay Albion Project Costs that are then due and owing.”
G. Section 7.02(a)(v) (Negative Covenants – Permitted Indebtedness) of the Credit Agreement is hereby deleted in its entirety and replaced with the following: “subject to the conditions set forth in the Omnibus Agreement (Consent, Fourth Amendment and Second Waiver), the TIF Financing.”
H. The following text shall be added as a new clause (vii) at the end of Section 8.03(a) (Albion Construction Account) of the Credit Agreement:
TIF Financing
