22 - Amendment to Economic Development Agreement with Emerald Hospitality

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State of Texas, then the obligation to pay the Annual Sales Tax Grants shall terminate and the Company shall refund all Annual Grants received by the Company from the City that relate to the Comptroller Challenge, which refund shall be paid to the City within forty- five (45) days of the date that the Comptroller Challenge require the City to repay Sales and Use Tax Receipts. Article IV—Limitations on Annual Grants 4.1 Current Revenue. The Annual Property Tax Grants and Annual Sales Tax Grants made hereunder shall be paid solely from lawfully available funds that have been appropriated by the City. Under no circumstance shall City's obligations hereunder be deemed to create any debt within the meaning of any constitutional or statutory provision. The Grants shall be paid solely from annual appropriations from the general funds of the City or from such other funds of the City as may be legally set aside for such purpose consistent with Article III, Section 52(a) of the Texas Constitution. Further, City shall not be obligated to pay any commercial bank, lender, or similar institution for any loan or credit agreement made by Company. None of the City's obligations under this Agreement shall be pledged or otherwise encumbered in favor of any commercial lender and/or similar financial institution. 4.2 Grant Limitations. Under no circumstances shall the obligations of the City hereunder be deemed to create any debt within the meaning of any constitutional or statutory provision; provided, however, City agrees during the term of this Agreement to make a good faith effort to appropriate funds each year to pay the Grants for the then ensuing fiscal year. Further, the City shall not be obligated to any commercial bank, lender, or similar institution for any loan or credit agreement made by the Company. None of the City's obligations under this Agreement shall be pledged or otherwise encumbered in favor of any commercial lender and/or similar financial institution. 4.3 Indemnification. The Company agrees to defend, indemnify and hold the City, its respective officers, agents, and employees (collectively, the "City") harmless from and against any and all reasonable liabilities, damages, claims, lawsuits, judgments, attorney fees, costs, expenses, and any cause of action that directly relates to any of the following: any claims or demands by the State of Texas that the City has been erroneously or over -paid Sales and Use Tax for any period during the term of this Agreement as the result of the failure of the Company to maintain a place of business at the Property or in the City, or as a result of any act or omission or breach or non-performance by the Company under this Agreement except that the indemnity provided herein shall not apply to any liability resulting from the actions or omissions of the City. The provisions of this section are solely for the benefit of the parties hereto and not intended to create or grant any rights,