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(1) A resolution or evidence of other official action taken by or on behalf of Issuer to authorize the transactions contemplated hereby. (m) A date down and mortgage modification endorsement issued by Title Company with respect to the loan policy of title insurance issued by Title Company with respect to the Property. (n) Payment to Lender of all fees and expenses of Lender in connection with this Amendment, including, without limitation, the attorneys' fees incurred by Lender in connection herewith; (o) Any other documents or items required by Lender. Section 3. Representations and Warranties. Borrower hereby represents and warrants to Issuer and Lender as follows: (a) As of the Effective Date, Borrower has no causes of action at law or in equity against Lender, Collateral Agent or any other person, including, without limitation, any offset, defense, deduction or counterclaim with respect to the Loan Agreement, the Mortgage, the Environmental Indemnity Agreement or any other document executed or delivered in connection therewith (collectively, the "Borrower Documents "); (b) No Default or Event of Default has occurred under any Borrower Document; (e) Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of California, has power to enter into this Amendment and by proper corporate action has duly authorized the execution and delivery of this Amendment. Borrower is in good standing in the State of California and is duly licensed or qualified to transact business in all jurisdictions where the character of the property owned or leased or the nature of the business transacted by it makes such licensing or qualification necessary. (d) Borrower has been duly authorized to execute and deliver this Amendment, and this Amendment and the Borrower Documents constitute the legal, valid and binding obligation of Borrower, enforceable in accordance with its terms; (e) Each of the representations, warranties and covenants set forth in the Tax Regulatory Agreement remain true and correct on the date hereof as though made on and as of the date hereof; and (t) Each of the representations and warranties contained in any Borrower Document is true and correct on the date hereof as though made on and as of the date hereof. A -3 9815- 8122 - 1193.2 FORM 1