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DRAFT 4.15.2004 • 14.0. Prorations. The following prorations shall be made as of the Date of Closing and subsequent to the Date of Closing to the extent actual information is unavailable on the Date of Closing: 14.1. All utilities furnished to the Property. 14.2. Real estate taxes and special assessments as hereinafter provided. 15.0. Taxes and Special Assessments. Authority shall pay the real estate taxes and special assessments relating to the Property which are due and payable in all years prior to the year of closing, and any and all deferred real estate taxes and all levied and pending special assessments at the closing of the sale . Real estate taxes payable in the year of closing shall be prorated to the Date of Closing. The parties agree and understand that, as of the date of this Agreement, there are no outstanding deferred real estate taxes or levied or pending special assessments. The parties also agree and understand that, as of the date of this Agreement,no notice has been provided by the City as to possible future special assessments affecting the Property and that Developer shall pay for any such future assessments. 16.0. Brokerage. Developer and Authority each represent and warrant to the other that they have not engaged the services of any broker in connection with the purchase contemplated by this Agreement. Each party hereby agrees to indemnify and hold the other harmless of any claim made by a broker or sales agent or similar party for a commission due or alleged to be due on this • transaction. 17.0. Default. The following default provisions govern this Agreement. 17.1. Events of Default Defined. The following shall be "Events of Default" under this Agreement and the term "Event of Default" shall mean, whenever it is used in this Agreement (unless the context otherwise provides), any one or more of the following events: (a) Any failure by the Developer to observe or perform any covenant, condition, obligation or agreement on its part to be observed or performed hereunder; (b) If the Developer shall admit in writing its inability to pay its debts generally as they become due, or shall file a petition in bankruptcy, or shall make an assignment for the benefit of its creditors, or shall consent to the appointment of a receiver of itself or of the whole or any substantial part of the Property; or (c) If the Developer, on a petition in bankruptcy filed against it, be adjudicated a bankrupt, or a court of competent jurisdiction shall enter an order of • decree appointing, without the consent of the Developer, a receiver of the SJR-245249v4 MU205-29 11