Agenda - Council - 09/27/2011 - Special

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public accountant's calculation of "Net Cash Flow," "Net Operating Income," and "Operating Expenses." The certified public accountant who prepares the statement may be an employee of Developer or an Affiliate of Developer. Section 6.9 No Liens. Unless the HRA provides its prior written consent, ensure that the Development Property (and all portions thereof) remains free of all mortgages, liens, security interests and other encumbrances other than (a) the first lien mortgage in favor of PNC Bank, National Association securing an aggregate amount of not more than $20,500,000, and (b) leases entered into by Developer in the ordinary course of its business. Section 6.10 [ADDITIONAL COVENANTS TO BE ADDED TO CONFORM WITH PNC'S COVENANTS.] ARTICLE VII EVENTS OF DEFAULT AND THEIR EFFECT Section 7.1 Events of Default. Each of the following shall constitute an "Event of Default" under this Loan Agreement: 2695614v12 (a) Nonpayment of Note. Developer fails to pay any installment of principal on either of the Notes when due, and such payment is not made within a period of ten (10) days after Written Notice thereof shall have been given by the HRA to the Developer. (b) Other Covenants The Developer defaults in the due performance or observance of any term, covenant or agreement contained in this Loan Agreement and such default shall continue for a period of fifteen (15) days after written notice thereof shall have been given by the HRA to the Developer. (c) Other Loan Documents. The Developer defaults in the due performance or observance of any term, covenant or agreement contained in any one or more of the Loan Documents and (a) such default constitutes an "Event of Default" under the terms of such other Loan Document(s), or (b) such default shall continue beyond the applicable notice and cure, if any, set forth in such other Loan Document. (d) Development Agreement. The Developer defaults in the due performance or observance of any term, covenant or agreement contained in the Development Agreement and such default shall continue beyond the applicable notice and cure period, if any, set forth in the Development Agreement. (e) Insolvency of Developer or Guarantors. The Developer, the Corporate Guarantor or the Personal Guarantor (i) becomes insolvent or unable to pay its debts generally as they mature, (ii) suspends business (with respect to the Developer or the Corporate Guarantor), (iii) makes a general assignment for the benefit of creditors, (iv) admits in writing its inability to pay its debts generally as they mature; (vi) files or has filed against it a petition in bankruptcy or a petition or answer seeking a reorganization (with respect to the Developer or the Corporate Guarantor), arrangement A -13