A
MATERIAL ADVERSE EFFECT; (IV) WILL NOT VIOLATE, CONFLICT WITH, RESULT IN A
BREACH OF OR CONSTITUTE (WITH NOTICE OR LAPSE OF TIME, OR BOTH) A MATERIAL
DEFAULT UNDER ANY PROVISION OF LAW, ANY ORDER OR JUDGMENT OF ANY COURT OR
GOVERNMENTAL AUTHORITY, ANY LICENSE, CERTIFICATE OR OTHER APPROVAL REQUIRED TO
OPERATE THE PROPERTY OR ANY PORTION THEREOF, ANY BORROWER'S ORGANIZATIONAL
DOCUMENTS, OR ANY INDENTURE, AGREEMENT OR OTHER INSTRUMENT TO WHICH ANY BORROWER
IS A PARTY OR BY WHICH IT OR ANY OF ITS ASSETS OR THE PROPERTY IS OR MAY BE
BOUND OR AFFECTED, INCLUDING, WITHOUT LIMITATION, THE MANAGEMENT AGREEMENT WHICH
DEFAULT WOULD CAUSE OR WOULD REASONABLY BE EXPECTED TO CAUSE A MATERIAL ADVERSE
EFFECT; (V) WILL NOT RESULT IN THE CREATION OR IMPOSITION OF ANY LIEN, CHARGE OR
ENCUMBRANCE WHATSOEVER UPON ANY OF ITS ASSETS, EXCEPT THE LIEN AND SECURITY
INTEREST CREATED HEREBY AND BY THE OTHER LOAN DOCUMENTS AND AS PERMITTED HEREIN;
AND (VI) WILL NOT REQUIRE ANY AUTHORIZATION OR LICENSE FROM, OR ANY FILING WITH,
ANY GOVERNMENTAL AUTHORITY (EXCEPT FOR THE RECORDATION OF THE SECURITY
INSTRUMENT IN APPROPRIATE LAND RECORDS IN THE STATE AND EXCEPT FOR UNIFORM
COMMERCIAL CODE FILINGS RELATING TO THE SECURITY INTEREST CREATED HEREBY) WHERE
THE FAILURE TO OBTAIN SUCH AUTHORIZATION OR LICENSE OR MAKE SUCH FILING WOULD
CAUSE OR WOULD REASONABLY BE EXPECTED TO CAUSE A MATERIAL ADVERSE EFFECT, (B)
THIS AGREEMENT, THE NOTE, THE SECURITY INSTRUMENT AND THE OTHER LOAN DOCUMENTS
HAVE BEEN DULY EXECUTED AND DELIVERED BY EACH BORROWER THROUGH THE UNDERSIGNED
AUTHORIZED REPRESENTATIVE OF SUCH BORROWER AND (C) THIS AGREEMENT, THE NOTE, THE
SECURITY INSTRUMENT AND THE OTHER LOAN DOCUMENTS CONSTITUTE THE LEGAL, VALID AND
BINDING OBLIGATIONS OF EACH BORROWER.
THE LOAN DOCUMENTS ARE NOT SUBJECT TO ANY
RIGHT OF RESCISSION, SET-OFF, COUNTERCLAIM OR DEFENSE BY ANY BORROWER, INCLUDING
THE DEFENSE OF USURY, NOR WOULD THE OPERATION OF ANY OF THE TERMS OF THE LOAN
DOCUMENTS, OR THE EXERCISE OF ANY RIGHT THEREUNDER, RENDER THE LOAN DOCUMENTS
UNENFORCEABLE (EXCEPT AS SUCH ENFORCEMENT MAY BE LIMITED BY BANKRUPTCY,
INSOLVENCY, REORGANIZATION, MORATORIUM OR OTHER SIMILAR CREDITOR'S RIGHTS LAWS,
AND BY GENERAL PRINCIPLES OF EQUITY (REGARDLESS OF WHETHER SUCH ENFORCEABILITY
IS CONSIDERED IN A PROCEEDING IN EQUITY OR AT LAW)) AND AN IMPLIED COVENANT OF
GOOD FAITH AND FAIR DEALING, AND BORROWER HAS NOT ASSERTED ANY RIGHT OF
RESCISSION, SET-OFF, COUNTERCLAIM OR DEFENSE WITH RESPECT THERETO.
SECTION 3.3
LITIGATION.
THERE IS NO ACTION, SUIT OR PROCEEDING,
JUDICIAL, ADMINISTRATIVE OR OTHERWISE (INCLUDING ANY CONDEMNATION OR SIMILAR
PROCEEDING), PENDING OR, TO THE BEST OF BORROWER'S KNOWLEDGE, THREATENED AGAINST
BORROWER OR GUARANTOR OR AGAINST OR
41
affecting the Property or any portion thereof that has not been disclosed to
Administrative Agent by Borrower in connection with the closing of the Loan and
is not fully covered by insurance or, if determined adversely to Borrower or
Guarantor, would have a Material Adverse Effect.
SECTION 3.4
AGREEMENTS.
BORROWER IS NOT A PARTY TO ANY AGREEMENT OR
INSTRUMENT AND THE PROPERTY IS NOT SUBJECT TO OR BOUND