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eE; vai ~9 ~.i6~72491` OF'R ?9F4 S94 City and JQH and dated July 15, 2005 (the "Chapter 380 Loan Agreement"); and (ii) all of the conditions to the City's performance hereunder have then been satisfied, City will subordinate the lien of the Deed of Trust to the lien of a bona fide third party institutional lender not affiliated with JQH who provides construction and/or permanent financing for the Hotel provided the lien securing said indebtedness does not secure any other indebtedness owed by JQH to such lender (i.e., the lien to which the City will subordinate its lien must only secure payment of indebtedness incurred to construct the Hotel, and renewals, extensions and refinancings thereof, but no other indebtedness whatsoever). 3.14. Extensions of Deadlines. In the event the Parties must redesign the Project due to the City's belief that it is unable to make the conveyances contemplated by Section 3.1 hereof, the deadlines set forth in Section 3.5 for Commencement of Construction of the Hotel and Completion of Construction of the Hotel and the deadline for Completion of Construction of the Conference Center set forth in Section 3.6.2 shall be extended by such time as may be reasonably necessary to accomplish the redesign of the Project; provided, however, that in no event shall any extension exceed one hundred twenty (120) days. ARTICLE IV ADDITIONAL OBLIGATIONS OF JQH 4.1. Assignment. Transfer. During the Term, JQH shall continuously own and operate the Hotel and Hotel Site and shall not, without the express written consent of the City (which may not be unreasonably withheld), sell, convey, lease, sublease, or transfer JQH's ownership of, or any interest in, the Hotel, the Hotel Site, or JQH's leasehold estate under the Lease, or any portion thereof (whether by sale, lease, sublease, assignment, deed of trust, mortgage, other instrument, transfer of the beneficial interest in JQH or other means) (each, a "Transfer"). The City's consent to any Transfer, or the occurrence of a permitted Transfer, shall not constitute, or be deemed or construed as constituting, (i) the City's consent to any future Transfer or (ii) a waiver of City's right to consent to subsequent Transfers. Any Transfer by JQH, other than a Transfer permitted under Section 4.1.2 hereof, made without the consent of the City shall constitute an Event of Default hereunder without the necessity of any notice or opportunity to cure being given to JQH. Any Change of Control (as defined herein) with respect to JQH during the tenor of this Agreement shall be deemed a Transfer by JQH and therefore subject to the terms of this Section 4.1. For purposes of this Section 4.1, a "Change of Control" means a direct change of the power to direct or cause the direction in the management or policies of JQH whether through a change in ownership or control of the membership interests in JQH, either directly or indirectly (including, without limitation, a change in the ownership of JQH Development (as defined herein)), or otherwise. Neither this Agreement nor JQH's rights hereunder, may be assigned by JQH except in connection with a Transfer consented to by the City or otherwise permitted under Section 4.1.2.1 or 4.1.2.3 hereof. No such assignment of this Agreement by JQH shall be deemed or construed as releasing JQH from any obligations and/or liabilities it may have under this Agreement or any of the Related Agreements. 4.1.1. Conditions to Transfers. 4.1.1.1. In the event (i) of a Transfer permitted under Section 4.1.2.1 or 4.1.2.3 below, or (ii) the City consents to any other Transfer, the permitted 17 803273,4