Agenda - Council - 09/27/2011 - Special

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"Minimum Improvements" means the "Minimum Improvements" as defined in the Development Agreement. "Note No. 1" means that certain Promissory Note bearing even date herewith made payable by Developer to the order of HRA in the original principal amount of up to $1,420,000.00, and all amendments, modifications, replacements, renewals and substitutions therefor. "Note No. 2" means that certain Promissory Note bearing even date herewith made payable by Developer to the order of HRA in the original principal amount of up to $ , [to be completed with an amount equal to the sum of $6,825,000.00 plus the "Costs of Issuance" as defined in the Development Agreement] and all amendments, modifications, replacements, renewals and substitutions therefor. "Organizational Documents" means (a) as to any corporation, the certificate or articles of incorporation or association, the bylaws, any unanimous shareholder agreement or declaration, any certificate of determination or instrument relating to the rights of preferred shareholders of such corporation, any shareholder rights agreement or voting trust agreement and all other documents of a comparable nature, (b) as to any limited liability company, the articles of organization, the operating agreement, any unanimous member agreement or voting trust agreement and all other documents of a comparable nature, (c) as to any partnership, its partnership agreement, its certificate of partnership and all other documents of the nature described above, and (d) as to any other entity, its organizational or governing documents and all other documents of the nature described above. "Permits" means collectively all building permits, licenses and approvals required to be obtained prior to commencing construction of the Minimum Improvements. "Person" means a natural person, corporation, partnership, limited partnership, unincorporated association, or proprietorship. "Personal Guaranty" means that certain Personal Guaranty bearing even date herewith executed by the Personal Guarantor in favor of the HRA pursuant to which the Personal Guarantor has unconditionally guaranteed the full payment and prompt performance of Loan No. 2 and all obligations of the Developer under the Loan Documents related thereto. "Pledge Agreement" means that certain Membership Interest Pledge Agreement bearing even date herewith executed by the Pledgors in favor of the HRA pursuant to which the Pledgors have pledged 100% of the membership interests of the Developer. "PNC Loan Documents" means any and all documents, instruments and other agreements between Developer and PNC Bank, National Association entered into from time to time. 2695614v12 "Notes" means collectively Note No. 1 and Note No. 2. "Personal Guarantor" means David M. Flaherty. "Pledgors" means [ A -4 ].