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a. any filed litigation or claim affecting or relating to the Property and <br />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 relating to <br />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 conformity with <br />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 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; 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 <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 <br />be created under the Loan Documents; to protect and further the validity, priority and <br />enforceability of the City Deed of Trust; to subject to the Deed of Trust any property intended by <br />the terms of any Loan Documents) to be covered by the City Deed of Trust or otherwise to carry <br />out the purposes of the Loan Documents and the transactions contemplated thereunder. <br />15.5 Annual Financial Statements. Developer shall deliver to City, within one <br />hundred fifty (150) days after the end of each Calendar Year, (a) a certified public accountant <br />reviewed 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 />City with any other annual audit reports issued by other monitoring agencies. <br />28 <br />1076A53V1389382.1 <br />