Agmt 2007 Estabrook Senior Housing LP etc

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1.13 "Hazardous Materials" is defined in Section 9.3. 1.14 "Improvements" is defined in Section 3.9. 1.15 "Indemnitees" is defined in Section 3.17. 1.16 "Project" is defined in Recital B and further described in Section 3.2. 1.17 "Regulatory Agreement" is defined in Recital F. ARTICLE II REPRESENTATIONS; EFFECTIVE DATE AND TERM 2.1 DeveloRer's Representations. Developer represents and warrants as follows, and Developer covenants that until the expiration or earlier termination of this Agreement, upon learning of any fact or condition which would cause any of the warranties and representations in this Section 2.1 not to be true, Developer shall immediately give written notice of such fact or condition to Agency and City. Developer acknowledges that Agency and City shall rely upon Developer's representations made herein notwithstanding any investigation made by or on behalf of Agency and/or City. (i) Authority; General Partner. Developer is a limited partnership duly organized and in good standing under the laws of the State of California. Developer has the full right, power and authority to undertake all obligations of Developer as provided herein, and Developer's execution, performance and delivery of this Agreement, the Regulatory Agreement, the City Documents and the Agency Documents have been duly authorized by all requisite actions. Developer's general partner is a California nonprofit public benefit corporation duly organized and in good standing under the laws of the State of California and has been duly authorized to execute this Agreement, the Regulatory Agreement, the City Documents and the Agency Documents on behalf of Developer. The person(s) executing the foregoing documents on behalf of Developer's general partner have been duly authorized to do so. This Agreement, the Regulatory Agreement, the Agency Documents and the City Documents constitute valid and binding obligations of Developer. (ii) No Conflict. Developer's execution, delivery and performance of its obligations under this Agreement will not constitute a default or a breach under any contract, agreement or order to which Developer is a party or by which it is bound. (iii) No Litigation or Other Proceeding. No litigation or other proceeding (whether administrative or otherwise) is outstanding or has been threatened which would prevent, hinder or delay the ability of Developer to perform its obligations under this Agreement. 956070-4