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
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ANY VIOLATION OF THE PROVISIONS OF ANY STATUTE OR ANY ORDER, RULE OR REGULATION
OF ANY COURT OR GOVERNMENTAL AGENCY OR BODY 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 REGULATORY AUTHORITY OR OTHER GOVERNMENTAL AGENCY OR BODY 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 THE PROPERTY, WHICH ACTIONS, SUITS OR PROCEEDINGS, IF DETERMINED
AGAINST BORROWER OR THE PROPERTY, MIGHT MATERIALLY ADVERSELY AFFECT THE
CONDITION (FINANCIAL OR OTHERWISE) OR BUSINESS OF BORROWER 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.
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 THE PROPERTY 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
PROPERTY IS OTHERWISE BOUND, OTHER THAN (A) OBLIGATIONS INCURRED IN THE ORDINARY
COURSE OF THE OPERATION OF THE PROPERTY 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 LIENS WHATSOEVER EXCEPT
THE PERMITTED ENCUMBRANCES, SUCH OTHER LIENS AS ARE PERMITTED PURSUANT TO THE
LOAN DOCUMENTS AND THE LIENS CREATED BY THE LOAN DOCUMENTS. THE MORTGAGE, WHEN
PROPERLY RECORDED IN THE APPROPRIATE RECORDS, TOGETHER WITH ANY
UNIFORM COMMERCIAL CODE FINANCING STATEMENTS REQUIRED TO BE FILED IN CONNECTION
THEREWITH, WILL CREATE (A) A VALID, PERFECTED LIEN ON THE PROPERTY, SUBJECT ONLY
TO PERMITTED ENCUMBRANCES AND THE LIENS CREATED BY THE LOAN DOCUMENTS AND
(B) PERFECTED SECURITY INTERESTS IN AND TO, AND PERFECTED COLLATERAL ASSIGNMENT
OF, ALL PERSONALTY (INCLUDING