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,
31
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 TO BORROWER'S KNOWLEDGE 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.
THERE ARE NO ACTIONS, SUITS OR PROCEEDINGS AT LAW OR
IN EQUITY BY OR BEFORE ANY GOVERNMENTAL AUTHORITY OR OTHER AGENCY NOW PENDING
OR, TO BORROWER'S KNOWLEDGE, THREATENED AGAINST OR AFFECTING BORROWER,
GUARANTOR, OR PRINCIPAL OR, TO BORROWER'S KNOWLEDGE (BASED ON A LITIGATION
SEARCH WITH RESPECT TO THE PROPERTY), AFFECTING TITLE TO THE PROPERTY, WHICH
ACTIONS, SUITS OR PROCEEDINGS, IF DETERMINED AGAINST BORROWER, GUARANTOR,
PRINCIPAL OR THE PROPERTY, MIGHT MATERIALLY ADVERSELY AFFECT THE CONDITION
(FINANCIAL OR OTHERWISE) OR BUSINESS OF BORROWER, GUARANTOR, PRINCIPAL OR THE
CONDITION OR OWNERSHIP OF THE PROPERTY.
4.1.5
AGREEMENTS.
EXCEPT SUCH INSTRUMENTS AND AGREEMENTS SET FORTH AS
PERMITTED ENCUMBRANCES IN THE TITLE INSURANCE POLICY, BORROWER IS NOT A PARTY TO
ANY AGREEMENT OR INSTRUMENT OR SUBJECT TO ANY RESTRICTION WHICH MIGHT MATERIALLY
AND ADVERSELY AFFECT BORROWER OR THE PROPERTY, OR BORROWER'S BUSINESS,
PROPERTIES OR ASSETS, OPERATIONS OR CONDITION, FINANCIAL OR OTHERWISE.
BORROWER
IS NOT IN DEFAULT IN ANY 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 THE PROPERTY IS BOUND,
WHICH WOULD INDIVIDUALLY OR IN THE AGGREGATE HAVE A MATERIAL ADVERSE EFFECT ON
(A) THE PROPERTY, (B) THE BUSINESS, PROSPECTS, PROFITS, MANAGEMENT, OPERATIONS
OR CONDITION (FINANCIAL OR OTHERWISE) OF BORROWER, (C) THE ENFORCEABILITY,
VALIDITY, PERFECTION OR PRIORITY OF THE LIEN OF ANY LOAN DOCUMENT OR (D) THE
ABILITY OF BORROWER TO PERFORM ANY OBLIGATIONS UNDER ANY LOAN DOCUMENT.
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 PROPERTY IS OTHERWISE BOUND, OTHER THAN
(A) OBLIGATIONS INCURRED IN THE ORDINARY COURSE OF THE OPERATION OF THE PROPERTY
AS PERMITTED PURSUANT TO CLAUSE (XXIII) OF THE DEFINITION OF "SPECIAL PURPOSE
ENTITY" SET FORTH IN SECTION 1.1 HEREOF 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 THE PROPERTY AND GOOD TITLE TO THE BALANCE OF
THE PROPERTY, FREE AND CLEAR OF ALL