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<br />the terms of this Section 4.4, JQH must commence such repair and restoration within sixty (60)
<br />days of the date of the damage and prosecute same with all reasonable diligence until completed;
<br />provided, however, any and all such repair and restoration work must be completed no later than
<br />three hundred sixty-five (365) days from the date of damage.
<br />4.5. Payment of Taxes. JQH shall not permit any real or personal property taxes,
<br />sales taxes, hotel/motel occupancy taxes, or any other tax, assessment, or other change imposed
<br />by any governmental authority that may be owed by JQH, its successors and affiliates to the City
<br />or any other applicable taxing unit, or as may be assessed against the Hotel, the Hotel Site, the
<br />Conference Center, the Conference Center Site, and/or the leasehold estate under the Lease, or
<br />any other property owned by JQH, to become delinquent (provided JQH shall retain the right to
<br />timely and properly contest such taxes or assessment). This Section 4.5 shall survive the
<br />termination of this Agreement.
<br />4.6. Survival of Obligations. The obligations of JQH under this Agreement, the
<br />Lease, and other Related Agreements shall survive any conveyance, foreclosure or other transfer
<br />of the Hotel, the Hotel Site and JQH's interests under this Agreement.
<br />4.7. Lease of Conference Center. The City shall lease the Conference Center to JQH
<br />pursuant to the terms of the Lease. The Parties agree that the Base Rent owed under the Lease
<br />for any calendar year during the term thereof shall be equal to the total debt service (including
<br />principal and interest) which the City is obligated to pay on the Taxable Bond Debt (as defined
<br />herein) during such year. JQH shall also be obligated to pay, as additional rent, an amount equal
<br />to the total of all City's debt service payments on the Taxable Bond Debt during the period from
<br />the date the Taxable Bond Debt is first issued to, but not including, the first day of the term of
<br />the Lease, which amount shall be due and owing on the first day of the term of the Lease. For
<br />purposes hereof, "Taxable Bond Debt" shall mean (i) the City of San Marcos Certificate of
<br />Obligations Taxable Series 2006, or such other obligations as may be issued by the City the
<br />interest on which is not excluded from gross income of the owner thereof for federal income tax
<br />purposes, to be issued in an original principal amount equal to the sum of (A) thirty percent
<br />(30%) of the total costs incurred by the City to perform its obligations under this Agreement in
<br />connection with the design, construction, fixturing and equipping, if applicable, of the
<br />Conference Center, and (B) an amount equal to the cost of issuance of such indebtedness
<br />(including, without limitation, underwriter's discount, legal fees, bond insurance, financial
<br />advisor fees and rating agencies fees), it being currently anticipated that the principal amount of
<br />such Taxable Bond Debt will be $6,432,000.00; provided, however that such amount could
<br />change based on the actual cost of issuance and (ii) any refunding obligations for such
<br />obligations. The Parties shall enter into the Lease within ten (10) days of the later of (i) the date
<br />the conveyances required under Section 3.1 hereof are made (or, if the City determines it cannot
<br />lawfully make the conveyances pursuant to such section, then the date on which the City notifies
<br />JQH of such fact) and (ii) the date on which a definitive repayment schedule for the debt service
<br />on the Taxable Bond Debt is generated. Once such repayment schedule is generated, same shall
<br />be attached to the Lease as "Schedule 1" thereto, being the schedule of dates on which base rent
<br />is due thereunder and the amount owed on each such date, at the time of execution of the Lease.
<br />ARTICLE V
<br />MAINTENANCE AND INSURANCE
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<br />803273.4
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