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otherwise act, or fail to act, in such a way as to unreasonably increase the risk of any <br />damage to the Property or of any other impairment of City's interests under the Loan <br />Documents. Without limiting the generality of the foregoing, and except as otherwise <br />agreed by City in writing from time to time, Developer shall promptly and faithfully <br />perform and observe each of the following provisions: <br />12.1.1 Alterations and Repair. Developer shall not remove, demolish or <br />materially alter any Improvement without City's prior consent, except to make non- <br />structural repairs which preserve or increase the Property's value, and shall promptly <br />restore, in a good and professional manner, any Improvement (or other aspect or portion <br />of the Property) that is damaged or destroyed from any cause. <br />12.2 Compliance. Developer shall comply with all laws and requirements of <br />Governmental Authority (including, without limitation, all requirements relating to the <br />obtaining of Governmental Authority approvals), all Governmental Authority approvals <br />and all rights of third parties, relating to Developer, the Property or Developer's business <br />thereon. <br />12.3 Taxes and Impositions. Developer shall pay, prior to delinquency, <br />all of the following (collectively, the "Impositions "): (a) all general and special real <br />property taxes and assessments imposed on the Property; (b) all other taxes and <br />assessments and charges of every kind that are assessed upon the Property (or upon the <br />owner and /or operator of the Property) and that create or may create a lien upon the <br />Property (or upon any personal property or fixtures used in connection with the Property), <br />including, without limitation, non - governmental levies and assessments pursuant to <br />applicable covenants, conditions or restrictions; and (c) all license fees, taxes and <br />assessments imposed on City (other than City's income or franchise taxes) which are <br />measured by or based upon (in whole or in part) the amount of the obligations secured by <br />the Property. If permitted by law, Developer may pay any Imposition in installments <br />(together with any accrued interest). <br />12.1.3.1 Right to Contest. Developer shall not be required to pay any <br />Imposition so long as (a) its validity is being actively contested in good faith and by <br />appropriate proceedings, (b) Developer has demonstrated to City's reasonable satisfaction <br />that leaving such Imposition unpaid pending the outcome of such proceedings could not <br />result in conveyance of the Property in satisfaction of such Imposition or otherwise <br />impair City's interests under the Loan Documents, and (c) Developer has furnished City <br />with a bond or other security satisfactory in an amount not less than 100% of the <br />applicable claim (including interest and penalties). <br />12.1.3.2 Evidence of Payment. Upon demand by City from <br />time to time, Developer shall deliver to City, within thirty (30) days following the due <br />date of any Imposition, evidence of payment reasonably satisfactory to City. <br />12.1.3.3 Books and Records. Developer shall maintain complete books of <br />account and other records reflecting its operations (in connection with any other <br />businesses as well as with respect to the Property), in accordance with generally accepted <br />accounting principles applied on a consistent basis or in accordance with such other <br />26 <br />