Agmt 2007 Estabrook Senior Housing LP etc

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(iv) No Developer Bankruptcy. Developer is not the subject of a bankruptcy or insolvency proceeding. 2.2 Agency and City Representations. Agency and City each represent and warrant to Developer as follows, and Agency and City each covenant 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 2.2 not to be true, Agency and City, as applicable, shall immediately give written notice of such fact or condition to Developer. Agency and City each acknowledge that Developer shall rely upon Agency's and City's representations made herein notwithstanding any investigation made by or on behalf of Developer. (i) Authority. Agency and City are each public entities duly organized and in good standing under the laws of the State of California. Agency and City each have the full right, power and authority to undertake all of the respective obligations of each as provided herein, and the execution, performance and delivery of this Agreement by Agency and City have been duly authorized by all requisite actions on the part of each such entity. The persons executing this Agreement on behalf of Agency and City have been duly authorized to do so. This Agreement constitutes a valid and binding obligation of Agency and City. (ii) No Conflict. Agency's and City's execution, delivery and performance of their respective obligations under this Agreement will not constitute a default or a breach under any contract, agreement or order to which Agency or City is a party or by which either 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 Agency or City to perform their obligations under this Agreement. (iv) No BankruRtcy. Neither Agency nor City are the subject of a bankruptcy or insolvency proceeding. 2.3 Effective Date; Memorandum. The obligations of Developer, Agency and City hereunder shall be effective as of the Effective Date. Concurrently with the execution of this Agreement, the Parties shall execute a Memorandum of this Agreement substantially in the form attached hereto as Exhibit B which shall be recorded in the Official Records of Alameda County ("Official Records") on the date that Developer acquires the Property. ARTICLE III DEVELOPMENT OF THE PROJECT 3.1 The Property. Developer represents and warrants that as of the Effective Date: (i) Developer possesses or has the contractual right to acquire fee simple title to the Property, and (ii) to the best knowledge of Developer after reasonable inquiry, the Property is subject to no covenant, condition, restriction or agreement that would hinder or prevent Developer's performance of its obligations under this Agreement, the Regulatory Agreement, the Agency 956070-4