AGREEMENT FOR SUBORDINATION OF PAYMENTS
TO RELATED PARTIES
THIS AGREEMENT FOR SUBORDINATION OF PAYMENTS TO RELATED PARTIES
("Agreement") is made as of this 4th day of February, 2021, by and among each of the parties identified on Exhibit A hereto (collectively "Related Parties"); ACCESS POINT FINANCIAL, LLC, a Delaware limited liability company ("Lender"), and LF3 AURORA LLC, a Delaware limited liability company and LF3 AURORA TRS, LLC, a Delaware limited liability company (collectively, the “Borrower”).
A. Lender intends to make a loan to Borrower ("Loan"), pursuant to the provisions of a certain Loan Agreement dated of even date herewith executed by Borrower in favor of Lender ("Loan Agreement"), which will be evidenced by Borrower's promissory note to Lender in the amount of $15,000,000.00 (the "Note") and certain other related documents (the Loan Agreement, the Note, and such other documents are sometimes referred to as the "Loan Documents").
B. The Loan will be secured, in part, by a first lien on certain furnishings, equipment and other property ("Collateral") used in connection with the construction, refurbishment and/or operation of the premises located at 255 North Blackhawk Street, Aurora, Colorado 80011 ("Premises").
C. Related Parties constitute the general partners, shareholders, joint ventures, co-makers, members, managers or other parties related to Borrower.
D. As an inducement for Lender to make the Loan and extend certain financial accommodations to Borrower, Related Parties and Borrower have agreed to certain matters as provided in this Agreement.
NOW, THEREFORE, in consideration of the foregoing recitals which are incorporated herein and made a part of this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Subordination. All distributions, dividends, salaries, reimbursements, fees, interest and other amounts now or hereafter payable to Related Parties or any affiliate of a Related Party by Borrower or otherwise in connection with or derived from revenues generated in connection with the operation of the Premises, and all liens and security related thereto (collectively, "Fees to Related Parties") hereby are made subordinated to (a) the payment of all indebtedness due to Lender under the Loan Documents ("Loan Payments"), and (b) the rights, title and interest of Lender in and to the Collateral. This subordination shall not apply to any Fees to Related Parties which actually have been paid to Related Parties or any affiliate of a Related Party in cash prior to the date of this Agreement. Any and all loans, leases and advances made by any Related Party or any affiliate of a Related Party to Borrower or otherwise in connection with the Premises now or hereafter outstanding shall be likewise fully subordinated in terms of payment and security to the payment and security of the Loan and each Related Party agrees, and agrees to cause any such affiliate to agree, to enter into such subordination agreements as Lender may reasonably require to evidence such subordination. No Fees to Related Parties shall be paid more frequently than on a monthly basis and shall be suspended in the event of an Event of Default under the Note or Loan Agreement.
2. No Amendment of Organizational Documents. Borrower's partnership agreement, corporate charter, by-laws, joint venture agreement, operating agreement or any other organizational document, as applicable, shall not be modified in any manner with respect to the Fees to Related Parties or similar fee arrangements, nor shall Related Parties or Borrower enter into any management agreement with respect to the Premises without the prior written consent of Lender. Any new management agreement so entered into shall be subordinated to the Loan in a manner acceptable to Lender.