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Developer's creditors; 3) suffered the appointment of a receiver to take possession of all, or
<br />substantially all, of Developer's assets; 4) suffered the attachment or otherjudicial seizure of all,
<br />or substantially all, of Developer's assets; 5) admitted in writing its inability to pay its debts as
<br />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 Agreement
<br />Date. During the Term of this Agreement, Developer shall, upon learning of any fact or condition
<br />which would cause any of the warranties and representations in this Section 3.21 not to be true,
<br />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 and other defined terms in the Agreement are marked by bold lettering
<br />and capitalization: A. Applicable City Regulations. "Applicable City Regulations" means:
<br />I. The City's development standards for the Property, including the
<br />permitted uses and zoning classifications, maximum density, and/or total number of residential
<br />units, the intensity of use, the maximum height and size of the proposed buildings, provisions for
<br />reservation or dedication of land for public purposes, the terms, conditions, restrictions, and
<br />requirements for subsequent discretionary actions, the provisions of public improvements and
<br />financing of public improvements, and other terms and conditions of development as set forth in
<br />the General Plan, the DTPP, the City's Charter, Municipal Code and Zoning Ordinance, and other
<br />City rules, regulations, ordinances, and official policies applicable to the Project on the Effective
<br />Date;
<br />2. All State and Federal laws and regulations applicable to the Property
<br />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 Approvals
<br />or this Agreement, provided Chat such New City Laws are uniformly applied on a citywide basis
<br />to all substantially similar types of development projects and properties.
<br />a. As used in this Agreement, "New City Laws" means and
<br />includes any ordinances, resolutions, orders, rules, official policies, standards, specifications,
<br />guidelines, or other regulations, which are promulgated or adopted by City (including but not
<br />limited to any City Council, Board, Commission, officer or employee) or its or their electorate
<br />(through the power of initiative, referendum or otherwise) after the Effective Date.
<br />b. For purposes of this section, the word "Conflict" means a
<br />modification to the Project Approvals or this Agreement that purport to: (i) limit the permitted uses
<br />of the Property, the density and intensity of use (including but not limited to floor area ratios of
<br />buildings), or the maximum height and size of proposed buildings; (ii) impose requirements for
<br />reservation or dedication of land for public purposes or requirements for infrastructure, public
<br />improvements, or public utilities, other than as provided in the Project Approvals or this
<br />Agreement; (iii) impose conditions upon development of the Property other than as permitted by
<br />the Project Approvals, the Applicable City Regulations, Changes in the Law (as provided in
<br />ATTY/AGR/2025.085 —901 EL CAMINO REAL DA
<br />REV: 08-01-25 VR
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