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(b) This Agreement, the DDA, the Construction Agreement and all documents and instruments to be executed and delivered by Agency or City pursuant thereto have been duly and validly authorized by such party, duly executed and delivered by such party and constitute the legal, valid and binding obligations of such party, enforceable in accordance with their respective terms. (c) The DDA is in full force and effect, and has not been modified, amended, altered, supplemented or terminated, except as otherwise provided in this Agreement. (d) There are no breaches or defaults by Agency or City, or to the best of such party's knowledge, by Developer, under the DDA or the Construction Agreement, and no events or conditions have occurred which, with the giving of notice or the passage of time, or both, would constitute such a breach or default by Agency or City, or, to the best of such party's knowledge, by Developer under the DDA or the Construction Agreement. (e) Neither Agency nor City have previously consented to any assignment by Developer of any of Developer's right, title or interest under the DDA or the Construction Agreement, for security purposes or otherwise. (f) Developer has timely submitted to Agency the commitment of Lender to make the Loan and the Loan Documents, and Agency has approved such commitment and Loan Documents, as required by Section 318 of the DDA. (g) The conditions to Agency's obligations contained in Section 402(A) of the DDA have been satisfied or have been waived by Agency, and, to the best of Agency's knowledge, all conditions to Developer's obligations contained in Section402(B) of the DDA have been satisfied or have been waived by Developer. (h) The Project has been designed with architectural excellence substantially consistent with the Project Guidelines and in conformance with applicable City codes and standards, as set forth in the Project Approvals, as required by Section 501 of the DDA. (i) Developer has timely submitted to Agency and City all preliminary and final plans for the Project, and Agency and City have approved all such preliminary and final plans, as required by SectionS02 of the DDA. G) Developer has timely performed all obligations to be performed by Developer under Section SOS of the DDA as of or prior to the date of this Agreement. Under such Section 505 of the DDA, Developer is obligated to complete construction of the Improvements on or before May 1, 2006, subject to such reasonable extensions of time as may be granted by Agency in accordance with the DDA. (k) Agency has prepared and certified all legally required environmental impact reports, environmental impact statements and other environmental impact reports, documents or clearances, and all addenda thereto, for the Project. (1) Agency has approved the IXed of Trust and the other Loan Documents under SectionS11 of the DDA. - 3 - . _'u .....