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(a) any filed litigation or claim affecting or relating to the Property <br />and involving an amount in excess of $5,000; and any litigation or claim that might subject <br />Developer or any general partner to liability in excess of $5,000, whether covered by insurance <br />or not; <br />(b) any dispute between Developer and a Governmental Authority <br />relating to the Property, the adverse determination of which might materially 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 of Default or event which, with the giving of <br />notice or the 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 Senior <br />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 Developer. <br />15.4 Further Assurances. Developer shall execute and acknowledge (or cause to be executed <br />and acknowledged) and deliver to City all documents, and take all actions, reasonably required <br />by City from time to time to confirm the rights created or now or hereafter intended to be created <br />under the Loan Documents; to protect and further the validity, priority and enforceability of the <br />City Deed of Trust; to subject to the Deed of Trust any property intended by the terms of any <br />Loan Document(s) to be covered by the City Deed of Trust or otherwise to carry out the <br />purposes of the Loan Documents and the transactions contemplated thereunder. <br />15.5 Annual Financial Statements. Developer shall deliver to City, within one hundred fifty <br />(150) days after the end of each Calendar Year, (a) a certified public accountant reviewed <br />balance sheet for Developer as of the end of such Calendar Year and a certified public <br />accountant reviewed statement of profit and loss for Developer and for Developer's operations in <br />connection with the Property for such Calendar Year, together with all supporting schedules, (b) <br />a certificate of such certified public accountant that such documents were reviewed by such <br />certified public accountant in accordance with generally accepted accounting principles and <br />otherwise comply with generally accepted accounting principles review requirements, and (c) a <br />certificate of Developer's chief financial officer that such documents: (i) were prepared in <br />accordance with generally accepted accounting principles applied on a consistent basis or in <br />accordance with such other principles or methods as are reasonably acceptable to City, (ii) fairly <br />present Developer's financial condition, (iii) show all material liabilities, direct and contingent, <br />and (iv) fairly present the results of Developer's operations. Developer shall also provide the <br />29 <br />1076\O1\1333668.1 <br />