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15. OTHER AFFIRMATIVE COVENANTS <br />While any obligation of Vista Del Rio under the Notes or Deeds of Trust remain outstanding, <br />the following provisions shall apply, except to the extent that Executive Directors otherwise consent <br />in writing: <br />15.1 Existence. Vista Del Rio's managing general partner shall maintain its existence in <br />good standing under the laws of the State of California and Vista Del Rio shall provide <br />documentation of such status annually to the City. <br />15.2 Protection of Lien. Vista Del Rio shall maintain the lien of the Deeds of Trust as a <br />valid second and third priority deed of trust on the Property and take all actions, and execute and <br />deliver to City and Successor Agency all documents, reasonably required by the Executive Directors <br />from time to time in connection therewith. <br />15.3 Notice of Certain Matters. Vista Del Rio shall give notice to City, within ten (10) <br />days of Vista Del Rio's learning thereof, of each of the following: <br />(a) any filed litigation or claim affecting or relating to the Project or Property and <br />involving an amount in excess of $5,000; and any litigation or claim that might subject Vista Del Rio <br />or any general partner to liability in excess of $5,000, whether covered by insurance or not; <br />(b) any dispute between Vista Del Rio and a Governmental Authority relating to <br />the Property/Project, the adverse determination of which might materially affect the Property /Project; <br />(c) any change in Vista Del Rio's principal place of business; <br />(d) any aspect of the Improvements that is not in substantial conformity with the <br />plans or code; <br />(e) any Event of Default or event which, with the giving of notice or the passage <br />of time or both, would constitute an Event of Default; <br />(f) any material default by Vista Del Rio or any other party under any Senior <br />Loan document, or the receipt by Vista Del Rio 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 Vista del Rio. <br />15.4 Further Assurances. Vista Del Rio 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 the Loan Documents; to protect and further the validity, priority and enforceability of <br />the Deeds of Trust; to subject to the Deeds of Trust any property intended by the terms of any Loan <br />Document(s) to be covered by the Deeds of Trust or otherwise to carry out the purposes of the Loan <br />Documents and the transactions contemplated thereunder. <br />33 <br />DOCSOC/ 1475221 v 10/200272 -0004 <br />