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EXHIBIT 3 <br />(c) any change in Developer's principal place of business; <br />(d) any aspect of the Improvements that is not in <br />substantial conformity with the plans or code; <br />(e) any Event of Default or event which, with the giving of <br />notice or the passage of time or both, would constitute an Event of Default; <br />(f) any material default by Developer or any other party under <br />any Senior Loan document, or the receipt by Developer of any notice of default under <br />any Senior Loan document; <br />(g) the creation or imposition of any mechanics' or <br />materialmans' lien or other lien against the Property which might materially affect the <br />Property; and/or <br />(h) any material adverse change in the financial condition of <br />Developer. <br />15.4 Further Assurances. Developer shall execute and acknowledge (or cause <br />to be executed and acknowledged) and deliver to City all documents, and take all actions, <br />reasonably required by City from time to time to confirm the rights created or now or <br />hereafter intended to be created under the Loan Documents; to protect and further the <br />validity, priority and enforceability of the City Deed of Trust; to subject to the Deed of <br />Trust any property intended by the terms of any Loan Document(s) to be covered by the <br />City Deed of Trust or otherwise to carry out the purposes of the Loan Documents and the <br />transactions contemplated thereunder. Notwithstanding anything to the contrary set forth <br />herein, the Developer shall have no obligation to execute any document, or take any <br />action, which would (i) change a material term of any Loan Document, (ii) change or <br />impair any material right of Developer and/or (iii) increase the liability of Developer or <br />any partner thereof. <br />15.5 Annual Financial Statements. Developer shall deliver to City, within <br />one hundred twenty (120) days after the end of each Calendar Year following issuance of <br />a Certificate of Completion, (a) a certified public accountant reviewed balance sheet for <br />Developer as of the end of such Calendar Year and a certified public accountant reviewed <br />statement of profit and loss for Developer and for Developer's operations in connection <br />with the Property for such Calendar Year, together with all supporting schedules, (b) a <br />certificate of such certified public accountant that such documents were reviewed by such <br />certified public accountant in accordance with generally accepted accounting principles <br />and otherwise comply with generally accepted accounting principles review <br />requirements, and (c) a certificate of Developer's Managing General Partner that such <br />documents: (i) were prepared in accordance with generally accepted accounting <br />principles applied on a consistent basis or in accordance with such other principles or <br />methods as are reasonably acceptable to City, (ii) fairly present Developer's financial <br />condition, (iii) show all material liabilities, direct and contingent, and (iv) fairly present <br />the results of Developer's operations. Developer shall also provide the City with any <br />other annual audit reports issued by other monitoring agencies upon written request. <br />27 <br />80A-63 <br />