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in such a way as to unreasonably increase the risk of any damage to the Property or of any <br />other impairment of City's interests under the Inclusionary Loan Documents. Without <br />limiting the generality of the foregoing, and except as otherwise agreed by City in writing <br />from time to time, Developer shall promptly and faithfully perform and observe each of <br />the following provisions: <br />12.1.1 Alterations and Repair. Developer shall not remove, demolish or <br />materially alter any Improvement without City's prior consent, except to make non- <br />structural repairs which preserve or increase the Property's value, and shall promptly <br />restore, in a good and professional manner, any Improvement (or other aspect or portion of <br />the Property) that is damaged or destroyed from any cause. <br />12.2 Compliance. Developer shall comply with all laws and requirements of <br />Governmental Authority (including, without limitation, all requirements relating to the <br />obtaining of Governmental Authority approvals), all Governmental Authority approvals <br />and all rights of third parties, relating to Developer, the Property or Developer's business <br />thereon. <br />12.3 Taxes and Impositions. Subject to any property tax abatement available <br />to the Developer, Developer shall pay, prior to delinquency, all of the following <br />(collectively, the "Impositions"): (a) all general and special real property taxes and <br />assessments imposed on the Property; (b) all other taxes and assessments and charges of <br />every kind that are assessed upon the Property (or upon the owner and/or operator of the <br />Property) and that create or may create a lien upon the Property (or upon any personal <br />property or fixtures used in connection with the Property), including, without limitation, <br />non -governmental levies and assessments pursuant to applicable covenants, conditions or <br />restrictions; and (c) all license fees, taxes and assessments imposed on City (other than <br />City's income or franchise taxes) which are measured by or based upon (in whole or in <br />part) the amount of the obligations secured by the Property. If permitted by law, Developer <br />may pay any Imposition in installments (together with any accrued interest). <br />12.3.1 Right to Contest. Developer shall not be required to pay any <br />Imposition so long as: (a) its validity is being actively contested in good faith and by <br />appropriate proceedings; (b) Developer has demonstrated to City's reasonable satisfaction <br />that leaving such Imposition unpaid pending the outcome of such proceedings could not <br />result in conveyance of the Property in satisfaction of such Imposition or otherwise impair <br />the City's interests under the Inclusionary Loan Documents; and, (c) Developer has <br />furnished City with a bond or other security satisfactory in an amount not less than 100% <br />of the applicable claim (including interest and penalties). <br />12.3.2 Evidence of Payment. Upon demand by City from time to time, <br />Developer shall deliver to City, within thirty (30) days following the due date of any <br />Imposition, evidence of payment reasonably satisfactory to City. <br />12.3.3 Books and Records. Developer shall maintain complete books of <br />account and other records reflecting its operations (in connection with any other businesses <br />as well as with respect to the Property), in accordance with generally accepted accounting <br />