AgdaPkt 2015-07-27 Joint SA and PFA

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8.A. - Page 72 7.4 Fault of the Developer. (a) Developer Events of Default. Except as to events constituting a basis for termination under Section 7.2, each of the following events, if uncured after expiration of the applicable cure period, shall constitute a "Developer Event of Default ": (i) The Developer fails to satisfy any other monetary obligation of Developer under this Agreement, and such default continues for seven (7) business days after notice from the City, specifying in reasonable detail the amount of money not paid and the nature and calculation of each such payment; (ii) The Developer transfers or assigns or attempts to transfer or assign this Agreement or any rights herein or in the Site or the building or improvements thereon in violation of this Agreement; (iii) There is any significant change in the ownership or identity of the Developer or the parties in control of the Developer or the degree thereof contrary to the provisions of Section 8.2 hereof; (iv) The Developer does not submit evidence that it has the necessary equity capital and mortgage financing for acquisition and development of the Site in satisfactory form and in the manner and by the date provided in this Agreement; (v) The Developer fails to submit to the City the construction plans, drawings and related documents as required by this Agreement; (vi) The Developer does not take all actions necessary to take title to the easements in the Public Access Parcels and the Sliver Parcel under tender of conveyance by the City pursuant to this Agreement; (vii) The Developer ceases to do business as a going concern, ceases to pay its debts as they become due or admits in writing that it is unable to pay its debts as they become due, or becomes subject to any bankruptcy proceeding (except an involuntary bankruptcy proceeding dismissed within one hundred twenty (120) days after commencement), or a custodian or trustee is appointed to take possession of, or an attachment, execution or other judicial seizure is made with respect to, substantially all of the Developer's assets or the Developer's interest in this Agreement (unless such appointment, attachment, execution, or other seizure was involuntary and is contested with diligence and continuity and vacated and discharged within one hundred twenty (120) days); (viii) The Developer fails to obtain, maintain or replace any insurance coverage required under this Agreement within fifteen (15) business days after notice of such Default to the Developer; (ix) There is a material deviation in the work of construction or installation of the Project from the approved Project plans, without the prior written approval of the City; 82483.00019\9644366.13 ATTY /AGR /2015.146 /HAMILTON - WINSLOW DDA REV: 07 -22 -15 VR Page 31 of 102