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(1) A resolution or evidence of other official action taken by or on behalf of <br />Issuer to authorize the transactions contemplated hereby. <br />(m) A date down and mortgage modification endorsement issued by Title <br />Company with respect to the loan policy of title insurance issued by Title Company with <br />respect to the Property. <br />(n) Payment to Lender of all fees and expenses of Lender in connection with <br />this Amendment, including, without limitation, the attorneys' fees incurred by Lender in <br />connection herewith; <br />(o) Any other documents or items required by Lender. <br />Section 3. Representations and Warranties. Borrower hereby represents and warrants <br />to Issuer and Lender as follows: <br />(a) As of the Effective Date, Borrower has no causes of action at law or in <br />equity against Lender, Collateral Agent or any other person, including, without limitation, <br />any offset, defense, deduction or counterclaim with respect to the Loan Agreement, the <br />Mortgage, the Environmental Indemnity Agreement or any other document executed or <br />delivered in connection therewith (collectively, the "Borrower Documents "); <br />(b) No Default or Event of Default has occurred under any Borrower <br />Document; <br />(e) Borrower is a corporation duly organized, validly existing and in good <br />standing under the laws of the State of California, has power to enter into this <br />Amendment and by proper corporate action has duly authorized the execution and <br />delivery of this Amendment. Borrower is in good standing in the State of California and <br />is duly licensed or qualified to transact business in all jurisdictions where the character of <br />the property owned or leased or the nature of the business transacted by it makes such <br />licensing or qualification necessary. <br />(d) Borrower has been duly authorized to execute and deliver this <br />Amendment, and this Amendment and the Borrower Documents constitute the legal, <br />valid and binding obligation of Borrower, enforceable in accordance with its terms; <br />(e) Each of the representations, warranties and covenants set forth in the Tax <br />Regulatory Agreement remain true and correct on the date hereof as though made on and <br />as of the date hereof; and <br />(t) Each of the representations and warranties contained in any Borrower <br />Document is true and correct on the date hereof as though made on and as of the date <br />hereof. <br />A -3 <br />9815- 8122 - 1193.2 <br />2 -5 <br />