Res 2005-091 - Laserfiche WebLink

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between the Parties, such Master Development Agreement will contain a covenant on the part of City to (i) subordinate the City's Deed of Trust lien on the Property to a Financing Lien, provided JQH has not defaulted under the terms of the Master Development Agreement at the time such Financing Lien is granted; and (ii) execute any and all reasonable documentation in connection therewith, including, but not limited to, a Subordination Agreement. 6.2 Liquidation. Dissolution. Transfers. Voluntarily liquidate, or dissolve or transfer management, ownership, or control of the Property. 6.3 Trust Instrument. Amend the instrument(s) that govem JQH or pursuant to which JQH is organized; provided, however, JQH may amend the instrument(s) that govern JQH or pursuant to which JQH is organized without the City's prior written consent to reflect an amendment to the dispositive provisions only of such instrument(s), currently reflected in Article III of JQH's trust instrument. 6.4 Principal Residence and Chief Executive Office. Without giving City thirty (30) days prior written notice in each instance, change (with respect to John Q. Hammons, individually) the Principal Residence or the Chief Executive Office (with respect to JQH). ARTICLE VII SUBDIVISION PLAT The City agrees to temporarily waive, with respect to the acquisition of the Desired Project Site by JQH and the City from Gilmore, the provisions of the City's Land Development Code that require City approval of a subdivision concept plat, preliminary plat and ftnal plat before a tract of land is divided into two or more tracts for purposes of sale or building development. JQH and the City acknowledge and agree that this waiver is temporary, and prior to the start of construction of the Project, JQH and the City agree to cooperate with one another and with Gilmore to perform all actions necessary to file applications for and obtain approval from the City, in its regulatory capacity, for a subdivision concept plat for the 203.55 acre tract of land out of which the Desired Project Site is being subdivided, and a preliminary subdivision plat and final subdivision plat of the Desired Project Site. ARTICLE VIII DEFAULT JQH shall be in default (as used herein, an "Event of Default") under this Agreement and under each of the other Loan Documents if: 8.1 Loan. JQH shall fail to make payment of any amounts due and owing under the Note, this Agreement or any of the other Loan Documents when due or should JQH fail to timely and properly observe, keep or perform any term, covenant, agreement or condition in this Agreement or any other Loan Document. 8.2 Failure to Enter Into Defmitive Agreement Concerning Proiect. JQH and the City fail to agree upon the terms of, and enter into, a Master Development Agreement (as defined herein) on or before October 15, 2005. For purposes hereof, "Master Development Agreement" means a written defmitive agreement concerning the development of the Project at the Desired Project Site and setting forth all of the parties respective obligations pertaining thereto. In connection with the foregoing, it is expressly acknowledged by JQH and the City that neither JQH nor the City shall have any obligation unto CITY OF SAN lvfARcos-JQH LOAN AGREEMENT 779097.9 8