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11.23 . Controlling Covenants. If there is a discrepancy between Local, State and <br />Federal law with regard to any of the aforementioned covenants, the more stringent shall apply. <br />12. MAINTENANCE, MANAGEMENT, OPERATION, PRESERVATION AND <br />REPAIR OF PROPERTY <br />12.1 Maintenance. Developer shall maintain the Property (and all abutting grounds, sidewalks, <br />roads, parking and landscape areas which Developer is otherwise required to maintain) in good . <br />condition and repair; shall operate the Property in a businesslike manner; shall prudently <br />preserve. and protect:its own as well as the City's interests in connection with the Property; shall <br />not commit or permit any waste or deterioration of the Property (except for normal wear .and <br />tear);. shall not abandon any portion of the Property or leave the Property unguarded or <br />unprotected; and shall not otherwise act; or fail to act, in such a way as to unreasonably increase <br />the risk of any damage to the Property or of any other impairment of City's interests under the <br />Loan 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 perform and. <br />observe the following provision: <br />12.1.1 Alterations and Repair. Developer shall not remove, demolish or materially <br />alter any Improvement without City's prior consent, except to make non-structural repairs which <br />preserve or increase the Property's value; and shall promptly restore, in a good and professional <br />manner, any Improvement (or other aspect or portion of the Property) that is damaged or <br />destroyed from any cause. <br />12.2 Compliance. Developer shall comply with all laws and requirements of Governmental <br />Authority (including, without- limitation, all requirements relating to the obtaining of <br />Govermnental Authority approvals), all Governmental Authority approvals and all rights of third <br />parties, relating to ,Developer, the Property or Developer's business thereon. <br />12.3 Taxes and Impositions. Developer shall pay, prior to delinquency, all of the <br />following (collectively, the "Impositions"): (a) all general and special real property taxes and <br />assessments imposed on the Property; (b) all other taxes and assessments and charges of every <br />kind that are assessed upon the Property (or upon the owner and/or operator of the Property) and <br />that create or may create a lien upon the Property (or upon any personal property or fixtures used <br />in connection with the Property), including, without limitation, non-governmental levies and <br />assessments pursuant to applicable covenants, conditions or restrictions; and (c) all license fees, <br />taxes and 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 the <br />Property. If permitted by law, Developer may pay any Imposition in installments (together with <br />any accrued interest). <br />12.3.1 Right to Contest. Developer shall not be required to pay any Imposition <br />so long as (a) its validity is being activelycontested in good faith and by appropriate <br />proceedings, (b) Developer has demonstrated to City's reasonable satisfaction that leaving such <br />Imposition unpaid pending the outcome of such proceedings could not result in conveyance of <br />25 <br />