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"Purchase Money Deed of Trust" means the deed of trust recorded against the Property <br /> with the City as beneficiary that secures the Purchase Money Promissory Note. <br /> "Purchase Option Purchase Price" shall have the meaning given in Section 5.7 herein. <br /> "Qualifying Costs" shall have the meaning given in Section 5.7 herein. <br /> "Site" shall have the meaning given in Section 5.3.2 herein. <br /> "Stabilization" shall mean that the Project hotel has been operated at an average level of <br /> seventy percent(70%) occupancy for a three(3)consecutive month period. <br /> "Substantial completion" or "substantially complete" means the date on which all of the <br /> following have occurred: (i)the Improvements, including the Project, required to be developed <br /> and constructed by this Covenant are complete according to this Covenant, except for punchlist <br /> items that do not substantially prevent the use of the Improvements for their intended purposes; <br /> (ii)the City has issued a temporary or final certificate of occupancy for the building portions of <br /> the Improvements; and(iii)the Project is open to the public. <br /> "Transfer" includes any sale, conveyance, transfer, ground lease or assignment, whether <br /> voluntary or involuntary, of any interest in the Property and includes transfer to a trustee in <br /> bankruptcy, receiver or assignee for the benefit of creditors, any merger, consolidation, <br /> liquidation or dissociation of Developer, or any transfer of a controlling interest in the <br /> management of Developer. <br /> Section 2. Intent and Relations. <br /> 2.1 Generally. This Covenant is intended by the parties to establish the design, <br /> development, and performance criteria for the Project. The parties agree that Developer has sole <br /> responsibility for construction, obtaining all necessary permits and approvals and complying <br /> with all Legal Requirements as they relate to ownership, construction, and operation of the <br /> Project. Developer shall at its own cost furnish all plans, engineering, supervision, labor, <br /> material, supplies, and equipment necessary for completion of the Project. <br /> 2.1.1 Standards. All construction of the Project and all other Improvements <br /> shall comply with, and be performed in accordance with, the Approved Plans and Specs, this <br /> Covenant, the City-Developer Agreements, all requirements of the Marriott Franchise <br /> Agreement, and all Legal Requirements, free and clear of all liens (other than liens made in <br /> connection with the Financing Obligations and those other liens and encumbrances contemplated <br /> by this Covenant). <br /> 2.1.2 Cooperation. Subject to Section 6.5 of this Covenant, the City agrees to <br /> cooperate with Developer in the prosecution and completion of the Project, so long as the Project <br /> is prosecuted and completed in accordance with the Approved Plans and Specs and this <br /> Covenant and so long as there are no uncured Events of Default by Developer. Without limiting <br /> the generality of the foregoing, the City agrees that, so long as the Project is prosecuted and <br /> completed in accordance with the Approved Plans and Specs and this Covenant and so long as <br /> there are no uncured Events of Default by Developer, it will not take actions inconsistent with <br /> -4- <br /> 51083924.1 <br />