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EXHIBIT 2 <br />(d) any aspect of the Improvements that is not in substantial conformity with <br />the plans or code; <br />(e) any event which after the giving of all required notices and the expiration <br />of all applicable cure periods, would constitute an Event of Default; <br />(f) any material default by Developer or any other party under any Senior <br />Loan document, or the receipt by Developer of any notice of default under any Senior Loan <br />document; <br />(g) the creation or imposition of any mechanics' or materialmans' lien or other <br />lien against the Property which might materially affect the Property, which is not bonded over or <br />released; and/or <br />(h) any material adverse change in the financial condition of Developer. <br />11.3 Further Assurances. Developer shall execute and acknowledge (or cause to be <br />executed and acknowledged) and deliver to City all documents, and take all actions, reasonably <br />required by City from time to time to confirm the rights created or now or hereafter intended to be <br />created under this Agreement. <br />12. OTHER COVENANTS <br />The following provisions shall apply, except to the extent that the City Project Manager <br />otherwise consents in writing: <br />12.1 Default on Senior Loan. Developer shall not be in default on any Senior Loan <br />Documents (as approved by the City), provided however, that Developer shall have such period <br />as is provided 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 qualified <br />homeowners meeting the requirements set forth in this Agreement), sublease or otherwise transfer <br />all or any part of the Property or any interest therein without the prior written consent of the City <br />Project Manager, which consent may be withheld in the City Project Manager's sole discretion. In <br />connection with the foregoing consent requirements, Developer acknowledges that City relied <br />upon Developer's particular expertise in entering into this Agreement and continues to rely on <br />such expertise to ensure the satisfactory completion of the construction. <br />13. CERTIFICATE OF COMPLETION <br />Upon satisfactory completion of the construction and upon the request of Developer, or at its <br />own election, the City shall issue a Certificate of Completion. Such Certificate of Completion shall <br />be, and shall so state, conclusive determination of satisfactory completion of the construction. The <br />Certificate of Completion may be issued in the form of the Certificate of Occupancy or Final <br />Inspection Notice from the City. The City may deny the Certificate of Completion if the Developer <br />18 <br />5 53 94.0010 1 \42414134.1 <br />