THE EXTENT SUBJECT TO THE UNIFORM COMMERCIAL CODE)
AND RENTS AND OTHER COLLATERAL FOR THE LOAN CONSTITUTING PERSONAL PROPERTY,
WHICH SECURITY INTEREST CONSTITUTES A PERFECTED FIRST PRIORITY SECURITY INTEREST
(A) TO THE EXTENT THAT A SECURITY INTEREST THEREIN MAY BE PERFECTED BY THE
FILING OF A UCC FINANCING STATEMENT AND (B) WITH RESPECT TO THE CASH MANAGEMENT
ACCOUNTS BY VIRTUE OF LENDER'S CONTROL OF SUCH CASH MANAGEMENT ACCOUNTS, ALL IN
ACCORDANCE WITH THE TERMS OF SUCH LOAN DOCUMENTS, IN EACH CASE SUBJECT ONLY TO
ANY APPLICABLE PERMITTED ENCUMBRANCES.
ALL MORTGAGE, RECORDING, STAMP,
INTANGIBLE OR OTHER SIMILAR TAXES REQUIRED TO BE PAID BY ANY PERSON UNDER
APPLICABLE LEGAL REQUIREMENTS IN CONNECTION WITH THE EXECUTION, DELIVERY,
RECORDATION, FILING, REGISTRATION, PERFECTION OR ENFORCEMENT OF ANY OF THE LOAN
DOCUMENTS HAVE BEEN PAID (OR WILL, CONTEMPORANEOUSLY WITH SUCH RECORDATION OR
FILING, BE) PAID BY BORROWER.
THE PERMITTED ENCUMBRANCES DO NOT MATERIALLY
ADVERSELY AFFECT THE VALUE, OPERATION OR USE OF THE PROPERTY, OR BORROWER'S
ABILITY TO REPAY THE LOAN.
NO CONDEMNATION OR OTHER PROCEEDING HAS BEEN
COMMENCED OR, TO BORROWER'S BEST KNOWLEDGE, IS CONTEMPLATED WITH RESPECT TO ALL
OR PART OF THE PROPERTY OR FOR THE RELOCATION OF ROADWAYS PROVIDING ACCESS TO
THE PROPERTY.
THERE ARE NO CLAIMS FOR PAYMENT FOR WORK, LABOR OR MATERIALS
AFFECTING THE PROPERTY WHICH ARE OR MAY BECOME A LIEN PRIOR TO, OR OF EQUAL
PRIORITY WITH, THE LIENS CREATED BY THE LOAN DOCUMENTS.
THERE ARE NO
OUTSTANDING OPTIONS TO PURCHASE OR RIGHTS OF FIRST REFUSAL AFFECTING ALL OR ANY
PORTION OF THE PROPERTY.
THE SURVEY FOR THE PROPERTY DELIVERED TO LENDER DOES
NOT FAIL TO REFLECT ANY MATERIAL MATTER AFFECTING THE PROPERTY OR THE TITLE
THERETO.
EXCEPT AS SHOWN ON THE SURVEY, ALL OF THE IMPROVEMENTS INCLUDED IN
DETERMINING THE APPRAISED VALUE OF THE PROPERTY LIE WHOLLY WITHIN THE BOUNDARIES
AND BUILDING RESTRICTION LINES OF THE PROPERTY, AND NO IMPROVEMENT ON AN
ADJOINING PROPERTY ENCROACHES UPON THE PROPERTY, AND NO EASEMENT OR OTHER
ENCUMBRANCE UPON THE PROPERTY ENCROACHES UPON ANY OF THE IMPROVEMENTS, EXCEPT
THOSE INSURED AGAINST BY THE TITLE INSURANCE POLICY.
EACH PARCEL COMPRISING THE
PROPERTY IS A SEPARATE TAX LOT AND IS NOT A PORTION OF ANY OTHER TAX LOT THAT IS
NOT A PART OF THE PROPERTY.
TO THE BEST OF BORROWER'S KNOWLEDGE, THERE ARE NO
PENDING OR PROPOSED SPECIAL OR OTHER ASSESSMENTS FOR PUBLIC IMPROVEMENTS OR
OTHERWISE AFFECTING THE PROPERTY, OR ANY CONTEMPLATED IMPROVEMENTS TO THE
PROPERTY THAT MAY RESULT IN SUCH SPECIAL OR OTHER ASSESSMENTS.
4.7
NO BANKRUPTCY FILING.
BORROWER IS NOT
CONTEMPLATING EITHER THE FILING OF A PETITION BY IT UNDER ANY STATE OR FEDERAL
BANKRUPTCY OR INSOLVENCY LAW OR THE LIQUIDATION OF ALL OR A MAJOR PORTION OF ITS
PROPERTY (A "BANKRUPTCY PROCEEDING"), AND BORROWER HAS NO KNOWLEDGE OF ANY
PERSON CONTEMPLATING THE FILING OF ANY SUCH PETITION AGAINST BORROWER.
IN
ADDITION, NEITHER BORROWER NOR ANY PRINCIPAL NOR AFFILIATE OF BORROWER HAS BEEN
A PARTY TO, OR THE SUBJECT OF A BANKRUPTCY PROCEEDING FOR THE PAST TEN YEARS.
43
4.8
FULL