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EXHIBIT 2 <br />respects as of the date of preparation thereof, (b) accurately presents the financial condition of <br />Developer, and (c) has been prepared in accordance with generally accepted accounting principles <br />consistently applied or in accordance with such other principles or methods as are reasonably <br />acceptable to City. To the best of Developer's knowledge, all other documents and information <br />furnished to City by the Developer or any affiliate thereof with respect to Developer, in <br />connection with the Inclusionary Grant, are correct and complete insofar as completeness is <br />necessary to give the City accurate knowledge of the subject matter. To the best of Developer's <br />knowledge Developer has no material liability or contingent liability not disclosed to City in <br />writing 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 disclosed <br />in such financial statements or otherwise disclosed to City in writing. <br />7.4 No Material Adverse Change. There has been no material adverse change in the <br />condition, financial or otherwise, of Developer since the dates of the latest financial statements <br />furnished to City, except for Senior Loan Documents that have been disclosed to the City. Since <br />those dates, Developer has not entered into any material transaction not disclosed in such financial <br />statements or otherwise disclosed to City in writing. <br />7.5 Tax Liability. Developer has filed all required federal, state and local tax returns <br />and has paid all taxes (including interest and penalties, but subject to lawful extensions disclosed <br />to City in writing) other than taxes being promptly and actively contested in good faith and by <br />appropriate proceedings. Developer is maintaining adequate reserves for tax liabilities (including <br />contested liabilities) in accordance with generally accepted accounting principles or in accordance <br />with such other principles or methods as are reasonably acceptable to City. <br />7.6 Governmental Requirements. Except for the development and construction <br />permitting contemplated to be subsequently obtained under this Agreement, to best of its <br />knowledge, Developer is in compliance with all laws relating to the Property and all <br />Governmental Authority approvals, including zoning, land use, planning requirements, and <br />requirements arising from or relating to the adoption or amendment of, any applicable general <br />plan, subdivision and parcel map requirement; environmental requirements, including the <br />requirements of the California Environmental Quality Act and the National Environmental Policy <br />Act, and the preparation and approval of all required environmental impact statements and <br />reports; use, occupancy and building permit requirements; and public utilities requirements. <br />7.7 Rights of Others. Developer is in compliance with all covenants, conditions, <br />restrictions, easements, rights of way and other rights of third parties relating to the Property as <br />may be shown on title for the Property. <br />7.8 Litigation. There are no material actions or proceedings pending or, to the best of <br />the Developer's knowledge, threatened against or affecting Developer or any property of <br />Developer before any Governmental Authority, except as disclosed to City in writing prior to the <br />execution of this Agreement. <br />11 <br />5 53 94.0010 1 \42414134.1 <br />