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10/1/08 <br />or liabilities hereunder. The representations and warranties set forth in this Section 206.1 <br />shall survive the Closing until the recording of the Release of Construction Covenants. <br />206.2 Developer's Representations. Developer represents and warrants <br />to Agency as follows: <br />a. Authority. Developer is a duly organized nonprofit public <br />benefit corporation incorporated within and in goad standing under the laws of the State <br />of California. The copies of the documents evidencing the organization of the Developer <br />which have been delivered to the Agency are true and complete copies of the originals, as <br />amended to the date of this Agreement. Developer has full right, power and lawful <br />authority to purchase and accept the conveyance of the Sites and undertake all obligations <br />as provided herein and the execution, performance and delivery of this Agreement by <br />Developer has been fully authorized by a corporate resolution of the Developer's Board <br />of Directors. <br />b. No Conflict. To the best of Developer's knowledge, <br />Developer's execution, delivery and performance of its obligations under this Agreement <br />will not constitute a default or a breach under any contract, agreement or order to which <br />the Developer is a party or by which it is bound. <br />c. No Developer Bankruptcy. Developer is not the subject <br />of a bankruptcy proceeding. <br />Until the Closing, Developer shall, upon learning of any fact or condition which <br />would cause any of the warranties and representations in this Section 206.2 not to be true <br />as of Closing, immediately give written notice of such fact or condition to Agency. Such <br />exception(s) to a representation shall not be deemed a breach by Developer hereunder, <br />but shall constitute an exception which Agency shall have a right to approve or <br />disapprove if such exception would have an effect on the value and/or operation of the <br />Sites. If Agency elects to close Escrow following disclosure of such information, <br />Developer's representations and warranties contained herein shall be deemed to have <br />been made as of the Closing, subject to such exception(s). If, following the disclosure of <br />such information, Agency elects to not close Escrow, then this Agreement and the <br />Escrow shall automatically terminate, and neither party shall have any further rights, <br />obligations or liabilities hereunder. The representations and warranties set forth in this <br />Section 206.2 shall survive the Closing until the recording of the Release of Construction <br />Covenants. <br />207. Studies and Reports. Prior to the Closing, representatives of Developer <br />shall have the right of access to all portions of the Sites for the purpose of obtaining data <br />and making surveys and tests necessary to carry out this Agreement, including the <br />investigation of the environmental condition of the Sites pursuant to Section 208 hereof. <br />Any preliminary work undertaken on the Sites by Developer prior to the Closing shall be <br />done at the sole expense of the Developer and the Developer's execution of a right of <br />entry agreement to be provided by the Agency. Any preliminary work shall be <br />13 <br />