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206. Representations and Warranties. as follows: 206.1 Agency Representations. Agency represents and wai7ants to Developer a. Authority. Agency is a public body, corporate and politic, existing pursuant to the California Community Redevelopment Law (California Health and Safety Code Section 33000), which has been authorized to transact business pursuant to action of the City. Agency has full right, power and lawful authority to grant, sell and convey the Sites as provided herein and the execution, performance and delivery of this Agreement by Agency has been fully authorized by all requisite actions on the part of Agency. b. FIRPTA. Agency is not a "foreign person" within the parameters of FIRPTA or any similar state statute, or is exempt from the provisions of FIRPTA or any similar sate statue, or that Agency has complied and will comply with all the requirements under FIRPTA or any similar state statute. c. No Conflict. To the best of Agency's knowledge, Agency'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 Agency is a party or by which it is bound. d. No Legal Proceedings. There are no claims, causes of action or other litigation or proceedings pending or, to the best knowledge of the Agency, threatened with respect to the ownership, operation or environmental condition of the Sites or any part thereof (including disputes with mortgagees, governmental authorities, utility companies, contractors, adjoining landowners or suppliers of goods and services). e. Notices. Agency has received no notices from any governmental agency of any known or suspected violation of any of the Environmental Laws with respect to the Sites in the applicable Phase or the known or suspected existence of any Hazardous Materials on any of the Sites in the applicable Phase. f. Violations. To the best knowledge of the Agency, there are no violations of any health, safety, pollution, zoning or other laws, ordinances, rules or regulations with respect to the Sites, which have not heretofore been entirely corrected. In the event Agency has actual knowledge of any such violations, Agency shall (i) immediately provide Developer with copies of all documents evidencing such violation, and (ii) cure such violation prior to Closing except as expressly provided herein. Until the Closing, Agency shall, upon learning of any fact or condition which would cause any of the warranties and representations in this Section 206.1 not to be true as of Closing, immediately give written notice of such fact or condition to Developer. Such exception(s) to a representation shall not be deemed a breach by Agency hereunder, but shall constitute an exception which Developer shall have a right to approve or disapprove is such exception would have an effect on the value of the Sites and/or ability to develop the Sites in the Phase. If Developer elects to close Escrow following disclosure of such information, Agency's representations and warranties contained herein shall be deemed to have been made as of the 16 EXHIBIT 4