ACCORDANCE WITH
THEIR RESPECTIVE TERMS, SUBJECT ONLY TO APPLICABLE BANKRUPTCY, INSOLVENCY AND
SIMILAR LAWS AFFECTING RIGHTS OF CREDITORS GENERALLY, AND SUBJECT, AS TO
ENFORCEABILITY, TO GENERAL PRINCIPLES OF EQUITY (REGARDLESS OF WHETHER
ENFORCEMENT IS SOUGHT IN A PROCEEDING IN EQUITY OR AT LAW).
4.1.3
NO CONFLICTS.
THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS BY BORROWER WILL NOT CONFLICT WITH OR
RESULT IN A BREACH OF ANY OF THE TERMS OR PROVISIONS OF, OR CONSTITUTE A DEFAULT
UNDER, OR RESULT IN THE CREATION OR IMPOSITION OF ANY LIEN, CHARGE OR
ENCUMBRANCE (OTHER THAN PURSUANT TO THE LOAN DOCUMENTS) UPON ANY OF THE PROPERTY
OR ASSETS OF BORROWER PURSUANT TO THE TERMS OF ANY INDENTURE, MORTGAGE, DEED OF
TRUST, LOAN AGREEMENT, PARTNERSHIP AGREEMENT OR OTHER AGREEMENT OR INSTRUMENT TO
WHICH BORROWER IS A PARTY OR BY WHICH ANY OF BORROWER'S PROPERTY OR ASSETS IS
SUBJECT, NOR WILL SUCH ACTION RESULT IN ANY VIOLATION OF THE PROVISIONS OF ANY
STATUTE OR ANY ORDER, RULE OR REGULATION OF ANY GOVERNMENTAL AUTHORITY HAVING
JURISDICTION OVER BORROWER OR ANY OF BORROWER'S PROPERTIES OR ASSETS, AND ANY
CONSENT, APPROVAL, AUTHORIZATION, ORDER, REGISTRATION OR QUALIFICATION OF OR
WITH ANY COURT OR ANY SUCH GOVERNMENTAL AUTHORITY REQUIRED FOR THE EXECUTION,
DELIVERY AND PERFORMANCE BY BORROWER OF THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENTS HAS BEEN OBTAINED AND IS IN FULL FORCE AND EFFECT.
4.1.4
LITIGATION.
TO BORROWER'S KNOWLEDGE, THERE ARE NO ACTIONS, SUITS
OR PROCEEDINGS AT LAW OR IN EQUITY BY OR BEFORE ANY GOVERNMENTAL AUTHORITY OR
OTHER AGENCY NOW PENDING OR THREATENED AGAINST OR AFFECTING BORROWER OR ANY
INDIVIDUAL PROPERTY, WHICH ACTIONS, SUITS OR PROCEEDINGS, IF DETERMINED AGAINST
BORROWER OR ANY INDIVIDUAL PROPERTY, MIGHT MATERIALLY ADVERSELY AFFECT THE
CONDITION (FINANCIAL OR OTHERWISE) OR BUSINESS OF BORROWER OR THE CONDITION OR
OWNERSHIP OF ANY INDIVIDUAL PROPERTY.
4.1.5
AGREEMENTS.
EXCEPT FOR THE FRANCHISE AGREEMENTS, MANAGEMENT
AGREEMENTS, AND SUCH INSTRUMENTS AND AGREEMENTS SET FORTH AS PERMITTED
EXCEPTIONS IN THE APPLICABLE TITLE INSURANCE POLICY, NO BORROWER IS A PARTY TO
ANY AGREEMENT OR INSTRUMENT OR SUBJECT TO ANY RESTRICTION WHICH MIGHT MATERIALLY
AND ADVERSELY AFFECT BORROWER OR ANY INDIVIDUAL PROPERTY, OR BORROWER'S
BUSINESS, PROPERTIES OR ASSETS, OPERATIONS OR CONDITION, FINANCIAL OR
OTHERWISE.
TO BORROWER'S KNOWLEDGE, BORROWER IS NOT IN DEFAULT IN ANY MATERIAL
RESPECT IN THE PERFORMANCE, OBSERVANCE OR FULFILLMENT OF ANY OF THE OBLIGATIONS,
COVENANTS OR CONDITIONS CONTAINED IN ANY AGREEMENT OR INSTRUMENT TO WHICH IT IS
A PARTY OR BY WHICH BORROWER OR ANY OF THE PROPERTIES ARE BOUND.
BORROWER HAS
NO MATERIAL FINANCIAL OBLIGATION UNDER ANY INDENTURE, MORTGAGE, DEED OF TRUST,
LOAN AGREEMENT OR OTHER AGREEMENT OR INSTRUMENT TO WHICH BORROWER IS A PARTY OR
BY WHICH BORROWER OR THE PROPERTIES ARE OTHERWISE BOUND, OTHER THAN
(A) OBLIGATIONS INCURRED IN THE ORDINARY COURSE OF THE OPERATION OF THE
PROPERTIES AND (B) OBLIGATIONS UNDER THE LOAN DOCUMENTS.
4.1.6
TITLE.
BORROWER HAS GOOD AND INDEFEASIBLE FEE SIMPLE TITLE TO THE
REAL PROPERTY COMPRISING PART OF EACH INDIVIDUAL PROPERTY (EXCEPT WITH RESPECT
TO THE WESTBURY PROPERTY,