Res 2007-183 - Laserfiche WebLink

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(a) All covenants, representations and watTanlies contained in Article [V, Article V and Article Vl of the Loan Agreement are true and correct as of the date hereof. (b) The covenants and oblrgations set forth in this Amendment benefit and are in the best interest of JQH. (c} 'The covenants and obligations of JQH under that certain Trust Guaranty Ae-,reement dated as of ~1arch b, 2006 (the "Guaranty"} and executed in connection with that certain Ntaster Development Agreement dated effective March 6, 2006, as amended, by and beriveen the City and JQH-San Marcos remains in full force and effect. Additionally, JQII in its capacity as guarantor pursuant to the Guaranty hereby consents to this Amendment. 1.2 Continued V_ alidity of Representations, Certifications and_ Warranties. No representation, warranty or certification by JQH in [his Amendment contains any untrue statement of a material fact or omits a material fact necessity to make the statement of facts therein recited not misleading. The continued validity in all respects of JQH's warranties in this Amendment shall be a condition precedent to the performance by City of its obligations and agreements hereunder. JQII shall indemnify and hold City harmless from and against any losses, damages, claims, costs or expenses (including, without limitation, attorneys' fees and court costs) incurred by City by reason of or arising out of the breach of any representation, certification or warranty by JQH set forth in this Amendment. II. Assumption, Assignment And Transfer 2.1 JQH-San Marcos is hereby added as a Maker under the Note. Notwithstanding anything herein to the contrary, JQH shall remain as Maker of the Notc and shall remain fully liable thereunder. Henceforth, JQH-San Marcos and JQII shall be jointly and severally liable on the Note. 2.2 JQH hereby assigns and transfers to JQH-San Marcos those rights, duties and obligations of JQH under the Loan Agreement that are related to ownership of the Property and JQH-San Marcos accepts such assignment and transfer. 2.3 Notwithstanding anything herein to the contrary, Paragraph 2.1 shall not be interpreted as releasing JQH from any and all duties of JQH under the Loan Agreement as both JQH and JQH-San Marcos are each primarily, jointly and severally 1ia61e for all representations, warranties, covenants, duties and obligations under the Loan Agreement, the Note and all other Loan Documents. [II. Amendments to the i,oan Agreement 3.1 JQEI-San Marcos is hereby added a "Party" and shall be included, as appropriate, in the terms, "Party" and "Parties" in the Loan Agreement. JQH-San Marcos agrees to be bound by the terms and conditions of this Loan A~-eement. 3.2 The Loan Agreement is hereby amended to retlect JQII-San Marcos is a Co .Maker of the Note and is now the owner of the Property. 3.3 In connection with that certain Special Warranty Exchange Deed dated .fanuary 17, 2007 and recorded in Volume 3109, Page 35~J, et. seq. of the Official Public Records of Rea] Property of Hays County, Texas, F,xhihit "R" to the Loan Agreement is hereby amended in its entirety and replaced with Exhibit "B" aUached hereto and incorporated herein by reference for all purposes. 'iH~897 7