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Closing, subject to such exception(s). If, following the disclosure of such information, <br />Developer elects to not close Escrow, then this Agreement and the Escrow shall automatically <br />terminate with respect to the applicable Phase, and neither party shall have any further rights, <br />obligations or liabilities hereunder with respect to such Phase. The representations and <br />warranties set forth in this Section 206.1 shall survive the Closing. <br />206.2 Developer's Representations. Developer represents and warrants to <br />Agency as follows: <br />a. Authority. Developer is a duly organized non-profit corporation <br />formed within and in good standing under the laws of the State of California. Developer has full <br />right, power and lawful authority to purchase and accept the conveyance of the Sites and <br />undertake all obligations as provided herein and the execution, performance and delivery of this <br />Agreement by Developer has been fully authorized by all requisite actions on the part of the <br />Developer. <br />b. No Conflict. To the best of Developer's knowledge, Developer's <br />execution, delivery and performance of its obligations under this Agreement will not constitute a <br />default or a breach under any contract, agreement or order to which the Developer is a parry or <br />by which it is bound. <br />C. No Developer Bankruptcy. Developer is not the subject of a <br />bankruptcy proceeding and there is no action, legal or administrative proceeding, pending, or to <br />the Developer's best knowledge threatened, looking toward the dissolution or liquidation of the <br />Developer. <br />d. No Legal Proceedings. As of the date of this Agreement, there <br />are no material legal proceedings pending or, to the Developer's best knowledge, there are no <br />legal proceedings threatened, to which the Developer, or any of the members of the Developer <br />non-profit corporation, is or may be made a party, or to which any of its property is or may <br />become subject which could materially or adversely affect the ability of the Developer to carry <br />out its obligations hereunder. To the extent there arises any material legal proceeding, real or <br />threatened, to which the Developer entity becomes, or may be made a party, or to which any of <br />its property is or may become subject, which could materially or adversely affect the ability of <br />the Developer to carry out its obligations hereunder, Developer shall promptly notify the Agency <br />in writing. <br />e. Experience and Qualifications. Developer represents to the <br />Agency that the Developer has the experience and qualifications necessary to perform as <br />Developer pursuant to this Agreement. <br />Until each 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 as of <br />the applicable Closing, immediately give written notice of such fact or condition to Agency. <br />Such exception(s) to a representation shall not be deemed a breach by Developer hereunder, but <br />shall constitute an exception which Agency shall have a right to approve or disapprove if such <br />exception would have an effect on the value and/or operation of the Sites. If Agency elects to <br />17 EXHIBIT 4 <br />8OA-32