Agenda - Council - 09/27/2011 - Special

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with creditors or other similar relief under the federal bankruptcy laws or under any other applicable law of the United States of America or any state thereof, (vi) consents to the appointment of a trustee or receiver for it or for a substantial part of its property, (vii) takes any organizational action (with respect to the Developer or the Corporate Guarantor) for the purpose of effecting or consenting to any of the foregoing. (f) Representations and Warranties. If any representation or warranty contained herein or in any other Loan Document, or in any letter, financial statement, or certificate furnished or to be furnished to the HRA, proves to be false in any material respect as of the date this Loan Agreement is executed or at the time such letter or certificate is delivered to the HRA. (g) Completion of Minimum Improvements. If the Developer has not Completed the Minimum Improvements on or before the Completion Date. Section 7.2 Effect of Event of Default. If any Event of Default shall occur, the Notes shall, at the HRA's option, become immediately due and payable, in full, by giving the Developer written notice of such acceleration. In addition, and without limiting any other remedy available to the HRA, upon the occurrence of an event set forth in Section 7.1(e) above, all sums outstanding on the Notes shall become immediately due and payable automatically without notice to the Developer. If any Event of Default shall occur, the HRA may, at its option, exercise any of its available rights and remedies under the Loan Documents and under any applicable law, rule or regulation, including, without limitation, the following: 2695614v12 (a) terminate the HRA's obligation to Advance any further sums pursuant hereto; or (b) declare all amounts advanced against the Notes, plus all accrued but unpaid interest thereon, to be immediately due and payable, and demand payment in full of the then - outstanding principal balance of the Notes and all accrued but unpaid interest thereon. Section 7.3 No Remedy Exclusive. No remedy herein conferred upon or reserved to the HRA is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Loan Agreement, the other Loan Documents, the Development Agreement now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. ARTICLE VIII MISCELLANEOUS Section 8.1 Conflicts of Interest. No member of the governing body or other official of the HRA shall participate in any decision relating to this Loan Agreement which affects his or her personal interests or the interests of any corporation, partnership or association A -14