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to own property interests and in all other respects enter into and perform the undertakings and <br />obligations of Developer under this Agreement. 4 <br />B. The execution and delivery of this Agreement and the performance <br />of the obligations of Developer hereunder have been duly authorized by all necessary company <br />action and all necessary member approvals have been obtained. <br />C. This Agreement is a valid obligation of Developer and is <br />enforceable in accordance with its terms. <br />D. Developer has not: 1) made a general assignment for the benefit of <br />creditors; 2) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary <br />petition by Developer's creditors; 3) suffered the appointment of a receiver to take possession of <br />all, or substantially all, of Developer's assets; 4) suffered the attachment or other judicial seizure <br />of all, or substantially all, of Developer's assets; 5) admitted in writing its inability to pay its debts <br />as they come due; or 6) made an offer of settlement, extension, or composition to its creditors <br />generally. <br />E. The foregoing representations and warranties are made as of the <br />Agreement Date. During the Term of this Agreement, Developer shall, upon learning of any fact <br />or condition which would cause any of the warranties and representations in this Section 3.4 not <br />to be true, immediately give written Notice of such fact or condition to City. <br />ARTICLE 4. DEVELOPMENT OF PROPERTY <br />Section 4.1 Definitions. For purposes of this Article and the Agreement, the following <br />terms are defined as follows: <br />A. Applicable City Regulations. "Applicable City Regulations" means: <br />1. The City's development standards for the Property, <br />including the permitted uses and zoning classifications, maximum density, and/or total number of <br />residential units, the intensity of use, the maximum height and size of the proposed buildings, <br />provisions for reservation or dedication of land for public purposes, the terms, conditions, <br />restrictions, and requirements for subsequent discretionary actions, the provisions of public <br />improvements and financing of public improvements, and other terms and conditions of <br />development as set forth in the General Plan, the DTPP, the City's Charter, Municipal Code and <br />Zoning Ordinance, and other City rules, regulations, ordinances, and official policies applicable to <br />the Project on the Effective Date; <br />2. All State and Federal laws and regulations applicable to the <br />Property and the Project as enacted, adopted, and amended from time to time. <br />3. Any New City Laws that do not Conflict with the Project <br />Approvals or this Agreement, provided that such New City Laws are uniformly applied on a <br />Citywide basis to all substantially similar types of development projects and properties. <br />17 <br />ATTY/AGR/2024.193 -GATEKEEPER DA -1900 BROADWAY <br />REV: 10-22-24 VR <br />