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 an IFD issues any IFD Debt under this Financing Plan that is secured by a pledge of 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 within an IFD for which such IFD Debt was issued (the “Encumbered Parcels”), that results in a decrease in ad valorem property taxes levied on the Encumbered Parcels, Developer must pay to City in 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 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 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 Fiscal Year following the Reassessment and continue until the earlier of: (A) the date that the 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 or less due to a subsequent reassessment of the Encumbered Parcels for any reason. (iii) Developer and City intend for this Section 3.7(a) to apply to Public Financing payable or secured only by Net Available Increment, and not to any other Public Financing issued by Authority or the City. Developer’s obligations under this Section 3.7(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 IFD Debt to be deemed taxable due to the requirements under clause (i) or (ii), City will release Developer from its obligations under this Section 3.7(a), and this Section 3.7(a) will be deemed severed from this Financing Plan under section 27.19 of the DDA. (iv) Developer and City understand and agree that City would not be willing to enter into this Financing Plan without the agreement set forth in this Section 3.7(a).

Shortfall. Developer agrees to the following measures to avoid shortfalls in projected Net Available Increment for the Project. (i) If, after an IFD the Agency issues any IFD 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”) to reassess the value of the parcels then owned by Developer within an IFD for which such IFD Debt was issued (the “Encumbered Parcels”), that results in a decrease in ad valorem property taxes levied on the Encumbered Parcels, Developer must pay to City the Agency in a 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”). 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 IFD Tax Allocation 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 City the Agency intend for this Section 3.7(a3.1(d) to apply only to Public Financing payable or secured only by Net Available Increment, and not to any other Public Financing issued by Authority or the CityFinancing. Developer’s obligations under this Section 3.7(a3.1(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 IFD Tax Allocation Debt to be deemed taxable due to the requirements under clause (i) or (ii), City the Agency will release Developer and any Transferee from its obligations under this Section 3.7(a3.1(d), and this Section 3.7(a3.1(d) will be deemed severed from this Financing Plan under section 27.19 of the DDA. (iv) Developer and City the Agency understand and agree that City the Agency would not be willing to enter into this Financing Plan without the agreement set forth in this Section 3.7(a3.1(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 an the IFD issues any IFD Debt under this Financing Plan that is secured by a pledge of 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 within encumbered by an IFD for which such IFD Debt was issued (the “Encumbered Parcels”), that results in a decrease in ad valorem property taxes levied on the Encumbered Parcels, Developer must pay to City in 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 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 Fiscal Year (the difference being the “Additional Payments”). The City shall allocate the Additional Payments received consistent with the IFP for such IFD. (ii) 7.1.2. Developer’s obligation to make Additional Payments will begin in the Fiscal Year following the Reassessment and continue until the earlier of: : (A) the date that the 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 or less due to a subsequent reassessment of the Encumbered Parcels for any reason. (iii) 7.1.3. Developer and City intend for this Section 3.7(a) to apply only to Public Financing payable or secured only by Net Available Increment, and not to any other Public Financing issued by Authority or the City. Developer’s obligations under this Section 3.7(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 IFD Debt to be deemed taxable due to the requirements under clause (i) or (ii), City will release Developer from its obligations under this Section 3.7(a), and this Section 3.7(a) will be deemed severed from this Financing Plan under section 27.19 of the DDA. (iv) 7.1.4. Developer and City understand and agree that City would not be willing to enter into this Financing Plan without the agreement set forth in this Section 3.7(a).

Shortfall. Developer agrees to the following measures to avoid shortfalls in projected Net Available Increment for the Project. (i) If, after an IFD Authority issues any IFD Tax Allocation Debt under this Financing Plan that is secured by a pledge of 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 within an IFD in the Redevelopment Plan Area for which such IFD Tax Allocation Debt was issued (the “Encumbered Parcels”), that results in a decrease in ad valorem property taxes levied on the Encumbered Parcels, Developer must pay to City Authority in a an 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 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 Authority 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 Authority Fiscal Year following the Reassessment and continue until the earlier of: : (A) the date that the IFD Tax Allocation 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 or less due to a subsequent reassessment of the Encumbered Parcels for any reason. (iii) Developer and City Authority intend for this Section 3.7(a3.1(d) to apply only to Public Financing payable or secured only by Net Available Increment, and not to any other Public Financing issued by Authority or the City. Developer’s obligations under this Section 3.7(a3.1(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 IFD Tax Allocation Debt to be deemed taxable due to the requirements under clause (i) or (ii), City Authority will release Developer from its obligations under this Section 3.7(a3.1(d), and this Section 3.7(a3.1(d) will be deemed severed from this Financing Plan under section 27.19 of the DDA. (iv) Developer and City Authority understand and agree that City Authority would not be willing to enter into this Financing Plan without the agreement set forth in this Section 3.7(a3.1(d).