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Attachment A Section 7.2. Prohibition Against Transfer of Property and Assignment of . For the reasons set out in Section 7.1 of this Agreement, the Buyer represents and Agreement agrees that prior to the issuance of the Certificate of Completion by the Authority: (a) Except only by way of security for, and only for the purpose of obtaining financing necessary to enable the Buyer or any successor in interest to the Property, or any part thereof, to perform its obligations with respect to the Development under this Agreement, and any other purpose authorized by this Agreement, the Buyer, except as so authorized, has not made or created, and that it will not make or create, or suffer to be made or created, any total or partial sale, assignment, conveyance, or any trust in respect to this Agreement or the Property or any part thereof or any interest therein, or any contract or agreement to do any of the same, without the prior written approval of the Authority. ARTICLE VIII. EVENTS OF DEFAULT . The following shall be deemed Events of Section 8.1. Events of Default Defined Default under this Agreement and the term shall mean, whenever it is used in this Agreement, unless the context otherwise provides, any one or more of the following events: (a) Failure by the Buyer to pay when due the payments required to be paid or secured under any provision of this Agreement; (b) Failure by the Buyer to observe and substantially perform any covenant, condition, obligation or agreement on its part to be observed or performed hereunder, including the time for such performance; (c) If the Buyer 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; (d) If the Buyer, on a petition in bankruptcy filed against it, be adjudicated as bankrupt, or a court of competent jurisdiction shall enter an order or decree appointing, without the consent of the Buyer, a receiver of the Buyer or of the whole or substantially all of its property, or approve a petition filed against the Buyer seeking reorganization or arrangement of the Buyer under the federal bankruptcy laws, and such adjudication, order or decree shall not be vacated or set aside or stayed within 60 days from the date of entry thereof; or (e) If the Buyer is in default under any Mortgage and has not entered into a work-out agreement with the holder of the Mortgage. . Whenever any Event of Default occurs, the Section 8.2. Remedies on Default Authority may, in addition to any other remedies or rights given the Authority under this Agreement, take any one or more of the following actions following written notice by the Authority to the Buyer as provided in Section 9.3 of this Agreement: 441549v2 MNI RS275-1 8