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a. Nonpavment of Note. Developer fails to pav anv installment of principal <br />on the City Note when due, and such payment is not made within a period of five (5) days after <br />Written Notice thereof shall have been given by the City to the Developer. <br />b. Other Covenants. The Developer defaults in the due performance or <br />observance of anv term, covenant or agreement contained in this City Loan Agreement and such <br />default shall continue for a period of fifteen (15) days after written notice thereof shall have been <br />given by the City to the Developer. <br />c. Other Loan Documents. The Developer defaults in the due performance <br />or observance of anv term, covenant or agreement contained in anv one or more of the Loan <br />Documents and (a) such default constitutes an "Event of Default" under the terms of such other <br />Loan Document(s), or (b) such default shall continue beyond the applicable notice and cure, if <br />any, set forth in such other Loan Document. <br />d. Development Agreement. The Developer defaults in the due <br />performance or observance of anv term, covenant or agreement contained in the Development <br />Agreement and such default shall continue beyond the applicable notice and cure period, if any, <br />set forth in the Development Agreement. <br />e. Insolvency of Developer or Guarantor. The Developer or the Guarantor <br />(i) becomes insolvent or unable to pav its debts generally as they mature, (ii) suspends business, <br />(iii) makes a general assignment for the benefit of creditors, (iv) admits in writing its inability to <br />pav its debts generally as they mature; (vi) files or has filed against it a petition in bankruptcy or a <br />petition or answer seeking a reorganization, arrangement with creditors or other similar relief <br />under the federal bankruptcy laws or under anv other applicable law of the United States of <br />America or anv state thereof, (vi) consents to the appointment of a trustee or receiver for it or for <br />a substantial part of its property, (vii) takes anv organizational action for the purpose of effecting <br />or consenting to anv of the foregoing. <br />f. Representations and Warranties. If anv representation or warranty <br />contained herein or in anv other Loan Document, or in anv letter financial statement, or <br />certificate furnished or to be furnished to the City, proves to be false in anv material respect as of <br />the date this City Loan Agreement is executed or at the time such letter or certificate is delivered <br />to the City. <br />g. Completion of Minimum Improvements. If the Developer has not <br />Completed the Minimum Improvements on or before the Completion Date. <br />7.2 Effect of Event of Default. If anv Event of Default shall occur, the City Note <br />shall, at the Citv's option, become immediately due and payable, in full, by giving the Developer written <br />notice of such acceleration. In addition, and without limiting anv other remedy available to the City, upon <br />the occurrence of an event set forth in Section 8.1(e) above, all sums outstanding on the City Note shall <br />become immediately due and payable automatically without notice to the Developer. If anv Event of <br />Default shall occur, the City may, at its option, exercise anv of its available rights and remedies under the <br />Loan Documents and under anv applicable law, rule or regulation, including, without limitation, the <br />following: <br />a. terminate the Citv's obligation to Advance anv further sums pursuant <br />hereto; or <br />10 <br />2701692v4 <br />11/18/10 <br />