8809-15 Authorizing agreement with Rockport Square LLC

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(1) The Developer shall be in breach of or default under any of its covenants or agreements with any lender of the Developer or of any person or entity holding or having a right to a lien on any portion of the Additional Project or the Additional Development Property; (2) The Developer shall fail to provide any Guaranties, in accordance with the terms of this Agreement; (3) The Developer fails to timely pay or observe any monetary requirement of the Developer as to the payment of permit fees, and the payment of any and all of the Developer's contractors, subcontractors, suppliers, laborers and materialmen, which monetary obligations are not satisfied with fifteen (15) days of becoming due following the expiration of grace and cure periods; (4) The Developer fails to Immprovements, subject to the terms of Section 1 the Public Improvements Period, in accordance - e Completion of the Additional Public Section 16, on or before the expiration of :ction 11; (5) The Developer fails to-observe or perform any of the covenants and obligations of the Developer under this Agreement (notsela-ting to the payment of fees or monetary requirements) which failure continues beyond thirty (30) days after receipt of written notice from the City of such breach or default, subject to events of Force Majeure; (6) If the Developer abandons its portion (7) The Develo a petition for adjudication in ba structure relief under -any existi supplemented or replaced which Developer makes an assignment- action, suit or proceeding by or: Additional Project or in any assets Project are offered for sale or sold Project; or is rendered insolvent, files for 6r shall have filed against it rptcy, reorganization, or for any other debtor or capital or future Bankruptcy Code as same may be amended, rot dismissed within forty -five (45) days of filing, or the the benefit of creditors, or a receiver is appointed in any nst th6 Developer or any interest of the Developer in the property of the Developer that are a part of the Additional ter execution or other legal process. Section 14. Restrictions on Transfer of Interests in Developer Parties. (A) The Developer acknowledges that the identity of the persons and entities who have ownership of the interests and membership interests in and control of the Developer are important considerations to the City in entering into this Development Agreement with the Developer. The Developer represents and agrees for itself and its members, and for any successor in interest to itself and its members, that, except for Permitted Transfers (as hereinafter defined), there shall be no voluntary transfer by any member having a 15% or more membership or shareholder interest in the Developer, nor shall any such member suffer or permit such transfer to be made, or suffer to be made by the Developer or by any member having a 15% interest therein, or any other similarly significant change in the membership interest or in the relative distribution thereof, or with respect to the identity of the members in control of the Developer or the degree thereof, by any other method or means, without the prior written {03163827.DOCX;6 ) 11727136.4 (2026928x2) 15