Res 2005-091 - Laserfiche WebLink

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the other to negotiate and/or enter into any Master Development Agreement by the date set forth above, but the failure to do so shall be an Event of Default hereunder. 8.3 Default Under Master Development Agreement. Assuming a Master Development Agreement is executed by and between City and JQH, JQH shall ever be in default in performance of any of the covenants, agreements or obligations set forth in such Master Development Agreement or under any other agreements executed by and between City and JQH (i) pursuant to the terms of the Master Development Agreement or (ii) which concern or regard the Project (all such other agreements being herein referred to as the "Related Agreements"). 8.4 Termination of Master Development Agreement or Any Other Related Agreement. The Master Development Agreement or any Related Agreement terminates or is terminated for any reason. ARTICLE IX REMEDIES UPON DEFAULT 9.1 Remedies. If an Event of Default occurs, City shall have all rights, powers and remedies available to City under (i) the Deed of Trust, (ii) any of the other Loan Documents, and/or (iii) applicable law, or in equity, including, without limitation, the right to exercise one or more of the following: 9.1.1 City may accelerate the Loan (and all other indebtedness owed by JQH under the Loan Documents) whereupon such obligations and indebtedness shall become immediately due and payable, without notice of default, acceleration or intention to accelerate, presentment or demand for payment, protest or notice of nonpayment or dishonor, or notices or demands of any kind or character (all of which are hereby waived by JQH). 9.1.2 City may apply to any court of competent jurisdiction for, and obtain appointment of, a receiver for the Property. 9.1.3 City may make any payment or perform any act required of JQH pursuant to the Deed of Trust or other Loan Documents for the account and at the expense of JQH. City may enter upon the Property for that purpose and take all action thereon as City considers necessary or appropriate. For this purpose, JQH hereby constitutes and appoints City its true and lawful attorney-in-fact with full power of substitution, which power is coupled with an interest (which cannot be revoked), to complete the work in the name of JQH, and hereby empowers said attorney or attorneys, in the name of JQH or City. In the event City incurs any expense in enforcing its rights under this Section 9.1.3, JQH shall reimburse such expense to City within thirty (30) days of City's demand for same. 9.1.4 City may demand repayment of the Grant. In the event City makes demand on JQH for repayment of the Grant and the Grant is not repaid to the City in full within ten (10) days of such demand, interest shall accrue on same from the expiration of such ten (10) day period until the Grant is paid in full at the Default Rate. 9.2 Cumulative Rights and No Waiver. Each and every right granted to City under any Loan Document, or allowed it by law or equity shall be cumulative of each other and may be exercised in addition to any and all other rights of City, and no delay in exercising any right shall operate as a waiver thereof, nor shall any single or partial exercise by City of any right preclude any other or future exercise thereof or the exercise of any other right. JQH expressly waives any presentment, demand, protest, notice of demand, notice of protest, notice of nonpayment, notice of dishonor or other notice of any kind, including, but not limited to, notice of intent to accelerate and notice of acceleration. No notice to or CITY OF SAN MARcos-JQH LOAN AGREEMENT 779097.9 9