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(b) any dispute between Developer and a Governmental <br />Authority relating to the Property, the adverse determination of which might materially <br />affect the Property; <br />(c) any change in Developer's principal place of business; <br />(d) any aspect of the Improvements that is not in substantial <br />conformity with the plans or code; <br />(e) any event which after the giving of all required notices and <br />the expiration of all applicable cure periods, 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 any <br />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, which is not bonded over or released; and/or <br />(h) any material adverse change in the financial condition of <br />Developer. <br />11.3 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 this Agreement. <br />12. OTHER COVENANTS <br />The following provisions shall apply, except to the extent that the City Project <br />Manager otherwise consents in writing: <br />12.1 Default on Senior Loan. Developer shall not default on any of the Senior <br />Loan Documents, provided however, that Developer shall have such period as is provided <br />in the Senior Loan Documents during which to effectuate a cure. <br />12.2 Sale or Lease of Property. Developer shall not sell, lease (other than to <br />qualified homeowners meeting the requirements set forth in this Agreement), sublease or <br />otherwise transfer all or any part of the Property or any interest therein without the prior <br />written consent of the City Project Manager, which consent may be withheld in the City <br />Project Manager's sole discretion. In connection with the foregoing consent requirements, <br />Developer aclanowledges that City relied upon Developer's particular expertise in entering <br />into this Agreement and continues to rely on such expertise to ensure the satisfactory <br />completion of the construction. <br />20 <br />