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HomeMy WebLinkAboutContract 56621 CSC No.56621 CONSENT AND ESTOPPEL CERTIFICATE (City of Fort Worth Loan) THIS CONSENT AND ESTOPPEL CERTIFICATE(the "Certificate") dated as of April 2022, by the CITY OF FORT WORTH ("Leasehold Lienholder") for the benefit of JPMORGAN CHASE BANK, N.A., a national banking association ("Senior Lender"), and its successors and assigns. RECITALS A. SAMARITAN HOUSING PROPERTY, INC. and TARRANT COUNTY SAMARITAN HOUSING, INC. (the "Sub-Ground Lease Lessor") executed that certain Hemphill Samaritan House Second Amended and Restated Master Ground Lease Agreement (as amended,amended and restated,and/or modified,the"Ground Lease")dated effective on August 31, 2005 covering the leased premises described in the Ground Lease (the "Demised Premises"). B. Sub-Ground Lease Lessor and HEMPHILL SAMARITAN, LP (the"Sub-Ground Lease Lessee") executed that certain Hemphill Samaritan House Amended and Restated Ground Sublease Agreement (as amended, amended and restated, and/or modified, the "Sub-Ground Lease") dated effective on August 31,2005 covering the Demised Premises. C. Senior Lender (successor-in-interest to Washington Mutual Bank, a federal association) made a loan in the amount of $3,415,000.00 (the "Senior Loan") to Sub-Ground Lease Lessee for the purpose of financing certain costs related to the Demised Premises. D. Sub-Ground Lease Lessee executed and delivered to Michael L. Riddle, as trustee, for the benefit of Washington Mutual Bank, a federal association (as predecessor-in-interest to Senior Lender) that certain Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing (the "Senior Deed of Trust" and together with all other loan documents evidencing, governing and/or securing the Senior Loan, collectively, the "Senior Loan Documents") dated as of June 7, 2007 and filed of record in the Official Public Records of Real Property of Tarrant County, Texas for the purpose of granting a lien against Sub-Ground Lease Lessee's sub-ground leasehold interest under the Sub-Ground Lease to Senior Lender to secure the Senior Loan. E. Leasehold Lienholder will be making a loan in the amount of $249,000.00 (the "Leasehold Loan")to Sub-Ground Lease Lessor for the purpose of financing certain costs related to the Demised Premises. F. Sub-Ground Lease Lessor is executing and delivering to and for the benefit of Leasehold Lienholder a Leasehold Deed of Trust, Security Agreement—Financing Statement(the "Leasehold Deed of Trust") for the purpose of granting a lien against its leasehold interest under the Ground Lease to Leasehold Lienholder to secure the Leasehold Loan. G. Under the terms Senior Loan Documents, Sub-Ground Lease Lessee is required to cause the delivery of this Certificate to Senior Lender. OFFICIAL RECORD CONSENT AND ESTOPPEL CERTIFICATE—HOPWA FUNDS CITY SECRETARY Page 1 Tarrant County Samaritan Housing,Inc. 4/04/2022 FT. WORTH, TX CERTIFICATE Leasehold Lienholder certifies and agrees as follows with the understanding and intent that Senior Lender may rely on this Certificate: 1. True and complete copies of the final forms of loan documents evidencing, governing and/or securing the Leasehold Loan (the "Leasehold Loan Documents") have been provided by Leasehold Lienholder to Senior Lender on or prior to the date of this Certificate. 2. The Leasehold Loan Documents are in full force and effect,and there have been no amendments, supplements, extensions or other modifications of any nature to the Leasehold Loan Documents, written or oral. 3. Leasehold Lienholder understands and acknowledges that Sub-Ground Lease Lessee's interest in the Sub-Ground Lease is encumbered by the lien of the Senior Deed of Trust. Leasehold Lienholder consents to such encumbrance and subordinates the Leasehold Deed of Trust to the lien of the Senior Deed of Trust. In consideration of, and subject to,the covenants and agreements made herein by the Leasehold Lienholder, Senior Lender has and does hereby consent to the Leasehold Loan and the lien granted against the leasehold interest created by the Ground Lease pursuant to the Leasehold Deed of Trust. 4. Leasehold Lienholder agrees that should it enforce its foreclosure rights under or with respect to the Leasehold Deed of Trust or with respect to the indebtedness secured thereby, so long as the Senior Deed of Trust has not been released by written instrument executed by Senior Lender, then, in no event, shall the Sub-Ground Lease Lessee's interest in the Demised Premises under the Sub-Ground Lease be disturbed. Should Leasehold Lienholder(or its nominee) become the owner of Sub-Ground Lease Lessor's interest under the Ground Lease and the Sub-Ground Lease, then the Sub-Ground Lease shall continue in full force and effect. 5. To Leasehold Lienholder's knowledge as of the date hereof, there are no existing uncured defaults by Sub-Ground Lease Lessor under the Leasehold Loan Documents or under the Ground Lease, and to Leasehold Lienholder's knowledge, no event has occurred which, with the passage of time or the giving of notice or both, would constitute a default by Sub-Ground Lease Lessor under the Leasehold Loan Documents or the Ground Lease. 6. Leasehold Lienholder acknowledges that it has no right or claim in the low income housing tax credit under Section 42 of the Internal Revenue Code which has been allocated to the Demised Premises and that such tax credit does and shall only be held by the Sub-Ground Lease Lessee under the Sub-Ground Lease. 7. Notwithstanding anything in the Leasehold Loan Documents to the contrary, the Senior Loan Documents shall govern the use of insurance proceeds and condemnation award with respect to the Demised Premises. 8. Leasehold Lienholder agrees that it will provide a copy of any notice of default it sends to the Sub-Ground Lease Lessor under the Leasehold Loan Documents to the Senior Lender CONSENT AND ESTOPPEL CERTIFICATE—HOPWA FUNDS Page 2 Tarrant County Samaritan Housing,Inc. 04/04/2022 at JPMorgan Chase Bank N.A., 10 S Dearborn, 19th Floor, Chicago, IL 60603, and provide the Senior Lender with ninety (90) days from the date of receipt of such notice to cure such default before, subject to the other terms and provisions of this Certificate, exercising any of its rights or remedies under the Leasehold Loan Documents. 9. Any irreconcilable inconsistency between this Certificate and the Leasehold Loan Documents shall be governed by this Certificate. 10. THIS CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS CERTIFICATE AND/OR ANY OF THE OTHER LEASEHOLD LOAN DOCUMENTS, THE UNDERSIGNED AND LENDER HEREBY AGREE THAT THE STATE AND FEDERAL COURTS LOCATED IN TARRANT COUNTY, TEXAS SHALL HAVE EXCLUSIVE JURISDICTION AND VENUE WITH RESPECT TO ALL ACTIONS BROUGHT BY OR AGAINST ANY PARTY UNDER OR PURSUANT TO THIS CERTIFICATE AND/OR ANY OF THE OTHER LEASEHOLD LOAN DOCUMENTS, AND THE UNDERSIGNED AND SENIOR LENDER HEREBY CONSENT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] CONSENT AND ESTOPPEL CERTIFICATE—HOPWA FUNDS Page 3 Tarrant County Samaritan Housing,Inc. 04/04/2022 IN TESTIMONY WHEREOF, this Certificate is executed effective as of the day and year first above written. LEASEHOLD LIENHOLDER: CITY OF FORT WORTH, a public and official agency of the State of Texas By: GIax FeManE10 ;A sistant-Gity " e-r Victor Turner, Acting Assistant City Manager OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX CONSENT AND ESTOPPEL CERTIFICATE—HOPWA FUNDS Page 4 Tarrant County Samaritan Housing, Inc. 04/04/2022