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covered by insurance or not; <br />(b) any material dispute between Developer and a Governmental <br />Authority relating to the Property, the adverse determination of which would reasonably <br />be expected to have a material adverse effect on 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 conformity <br />with the plans or code; <br />(e) any Event of Default or event which, with the giving of notice or the <br />passage of time or both, would constitute an Event of Default; <br />(f) any material default by Developer or any other party under any <br />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 materialmans' lien <br />or other lien against the Property which might materially affect the 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 action, <br />which would: (i) change a material term of any Loan Document; (ii) change or impair any <br />material right of Developer; and/or, (iii) increase the liability of Developer or any partner <br />thereof. <br />15.5. Annual Financial Statements. Developer shall deliver to City, within one <br />hundred twenty (120) days after the end of each Calendar Year following issuance of a <br />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 requirements; <br />and, (c) a certificate of Developer's Managing General Partner that such documents: (i) <br />were prepared in accordance with generally accepted accounting principles applied on a <br />36 <br />The Cmssroads at Washington <br />City NSP Loan Agreement <br />