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is required for the due execution, delivery, and performance by the delivery of this Agreement or <br /> the consummation of the transactions contemplated hereby or thereby. <br /> Section 5.05. Valid and Binding Obligation. This Agreement is the legal, valid, and <br /> binding obligation of the Developer, enforceable against the Developer in accordance with its <br /> terms except as limited by applicable relief, liquidation, conservatorship,bankruptcy,moratorium, <br /> rearrangement, insolvency, reorganization, or similar laws affecting the rights or remedies of <br /> creditors generally, as in effect from time to time. <br /> Section 5.06. No Pending Litigation. There is no action, proceeding, inquiry, or <br /> investigation, at law or in equity, before any court, arbitrator, governmental, or other board or <br /> official, pending or, to the current actual knowledge of the Developer, threatened against or <br /> affecting the Developer or any subsidiaries of the Developer,questioning the validity or any action <br /> taken or to be taken by the Developer in connection with the execution, delivery,and performance <br /> by the Developer of this Agreement or seeking to prohibit, restrain, or enjoin the execution, <br /> delivery, or performance by the Developer hereof, wherein an unfavorable decision, ruling, or <br /> finding: (i) would adversely affect the validity or enforceability of, or the authority or ability of <br /> the Developer to perform, its obligations under this Agreement; or, (ii) would have a material <br /> adverse effect on the consolidated financial condition or results of operations of the Developer or <br /> on the ability of the Developer to conduct its business as presently conducted or as proposed or <br /> contemplated to be conducted. <br /> Section 5.07. No Defaults. The Developer is current in its obligation to pay taxes to the <br /> City, and is not in default in the performance, observance, or fulfillment of any of the obligations, <br /> covenants, or conditions contained in any agreement or instrument to which the Developer is a <br /> party or by which Developer or any of its Land is bound that would have any material adverse <br /> effect on the Developer's ability to perform under this Agreement. <br /> 12 <br />