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73850847v2 <br /> <br /> <br />9 <br /> <br />Section 4.15. Guaranty. Nicholas Walton, an Affiliate of the General Partner of the <br />Borrower, guarantees repayment of the TIF Loan in full, and shall execute and deliver to the <br />Lender the Guaranty prior to the Date of Closing. <br />Article 5 <br />Defaults and Remedies <br />Section 5.01. Events of Default. Any of the following events shall constitute an "Event of <br />Default" under this Agreement if such event shall occur anytime between the date of this <br />Agreement and the date the TIF Loan is fully repaid and satisfied: <br /> (a) Any representation or warranty made by Borrower in this Agreement, the <br />TIF Loan Note, or the Other Project Financing Documents shall prove untrue in any <br />material respect or materially misleading as of the time such representation or warranty <br />was made; <br />(b) The occurrence of one of the events of default specified in the TIF Loan <br />Documents or Other Project Financing Documents, or if the Borrower shall otherwise be <br />in default in the performance or observance of any agreements or conditions required to be <br />performed or observed by the Borrower under the terms of the TIF Loan Documents or the <br />Other Project Financing Documents, including the Regulatory Agreement, and any <br />conditions governing the payment of any other funds necessary for development of the <br />Project, and such default shall not be cured by Borrower or waived by the appropriate <br />lender within the period of grace, if any, applicable to such default under the terms of such <br />instruments; <br />(c) Construction of the Project shall be abandoned, or shall be unreasonably <br />delayed or discontinued for a period of thirty (30) consecuti ve days or more, for reasons <br />other than Unavoidable Delays; <br />(d) Borrower shall become unable to pay its debts as the same become due, or <br />shall make an assignment for the benefit of creditors or shall be adjudicated a bankrupt; or <br />shall file a voluntary petition in bankruptcy or to effect a plan or other arrangement with <br />creditors, or to liquidate assets under court supervision; or shall have applied for or <br />permitted the appointment of a receiver or trustee or custodian for any of the property or <br />assets of Borrower or a trustee, receiver or custodian shall have been appointed for any <br />property or assets of Borrower who shall not have been discharged within ninety (90) days <br />after the date of such appointment, or shall have made application to a court of competent <br />jurisdiction to become dissolved; <br />(e) Execution shall have been levied against the Project or any lien creditor's <br />suit to enforce a judgment against the Project shall have been brought and (in either case) <br />shall continue unstayed and in effect for a period of more than sixty (60) days; or <br />(f) The Project is materially damaged or destroyed by fire or other casualty and <br />the loss is not adequately covered by insurance proceeds actually collected or in the process <br />of collection, or other funds of Borrower.