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2 <br /> Work supplemented by the Transfer Lot 3 Maximum Work and that work that is "in-between" <br /> such(1) and(2) is not acceptable. <br /> 1.3 Representations and Warranties. Except as otherwise specifically stated in this <br /> Amendment, Owner hereby represents and warrants to the City as to the Transfer Lot Group as <br /> of the Effective Date and the applicable Transfer Lot Group Closing Date, and as to Transfer Lot <br /> 3 as of the Transfer Lot 3 Closing Date,that: <br /> (a) Title. Owner warrants that it has good and merchantable title in fee <br /> simple,free and clear,with full right to make the conveyances described herein. <br /> (b) Organization. Owner is a limited liability company duly formed and <br /> validly existing and in good standing under the laws of the State of Delaware and is qualified to <br /> do all things required of it under this Amendment. <br /> (c) Authority. Owner has the full right,title, authority, and capacity to <br /> execute this Amendment and to perform and consummate all of the transactions contemplated <br /> herein, and the individual(s)who, on Owner's behalf, execute and deliver this Amendment and <br /> all documents to be delivered to the City hereunder are and shall be duly authorized to do so. <br /> (d) No Leases. The Transfer Lots being conveyed on the applicable Transfer <br /> Lot Closing Date are not subject to any leases,tenancies, licenses,or rights of persons in <br /> possession. <br /> (e) Legal Compliance. To Owner's actual knowledge,the current use and <br /> operation of the Transfer Lot(s)being conveyed comply(ies)with all applicable laws. Owner <br /> has received no written notice, and has no actual knowledge, of any violation or alleged violation <br /> of any legal requirement affecting the Transfer Lot(s), including any violation or alleged <br /> violation of any local;state, or federal environmental,zoning, land use,handicap, or fire law, <br /> 7 <br /> 131047136.14 <br /> 14 <br />