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Developer has no material liability or contingent liability not disclosed to City in writing <br />and there is no material lien, claim, charge or other right of others of any kinds (including <br />liens or retained security titles of conditional vendors) on any property of Developer not <br />disclosed in such financial statements or otherwise disclosed to City in writing. <br />9.4. No Material Adverse Change. There has been no material adverse change <br />in the condition, financial or otherwise, of Developer since the dates of the latest financial <br />statements furnished to City. Since those dates, Developer has not entered into any <br />material transaction not disclosed in such financial statements or otherwise disclosed to <br />City in writing. <br />9.5. Tax Liability. Developer has filed all required federal, state and local tax <br />returns and has paid all taxes (including interest and penalties, but subject to lawful <br />extensions disclosed to City in writing) other than taxes being promptly and actively <br />contested in good faith and by appropriate proceedings. Developer is maintaining adequate <br />reserves for tax liabilities (including contested liabilities) in accordance with generally <br />accepted accounting principles or in accordance with such other principles or methods as <br />are reasonably acceptable to City. <br />9.6. Governmental Requirements. To the best of Developer's knowledge, <br />Developer is in compliance with all laws relating to the Property and all Governmental <br />Authority approvals, including zoning, land use, planning requirements, and requirements <br />arising from or relating to the adoption or amendment of, any applicable general plan, <br />subdivision and parcel map requirement; environmental requirements, including the <br />requirements of the California Environmental Quality Act and the National Environmental <br />Policy Act and the preparation and approval of all required environmental impact <br />statements and reports; use, occupancy and building permit requirements; and public <br />utilities requirements. <br />9.7. Rights of Others. Developer is in compliance with all covenants, <br />conditions, restrictions, easements, rights of way and other rights of third parties relating <br />to the Property. <br />9.8. Litigation. There are no material actions or proceedings pending or, to the <br />best of the Developer's knowledge, threatened against or affecting Developer or any <br />property of Developer before any Governmental Authority, except as disclosed to City in <br />writing prior to the execution of this Agreement. <br />9.9. Bankruptcy. To the best of Developer's knowledge, no attachments, <br />execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, <br />reorganization or other proceedings are pending or threatened against Developer, nor are <br />any of such proceedings contemplated by Developer. <br />9.10. Information Accurate. To the best of Developer's knowledge, all <br />information, regardless of its form, conveyed by Developer to City, by whatever means, is <br />accurate, correct and sufficiently complete to give City true and accurate knowledge of its <br />subject matter, and does not contain any material misrepresentation or omission. <br />21 <br />The Cmssmads at Washington <br />City NSP Loan Agreement <br />