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