SUCH TITLE AND THE VALIDITY AND PRIORITY OF THE
LIEN OF THE PLEDGE AGREEMENT AND SHALL FOREVER WARRANT AND DEFEND SUCH TITLE,
VALIDITY AND PRIORITY TO LENDER AGAINST THE CLAIMS OF ALL PERSONS WHOMSOEVER.
(B)
MORTGAGE BORROWER HAS GOOD, MARKETABLE AND INDEFEASIBLE TITLE IN FEE
TO THE REAL PROPERTY AND GOOD TITLE TO THE BALANCE OF THE PROPERTY, FREE AND
CLEAR OF ALL LIENS EXCEPT THE PERMITTED ENCUMBRANCES.
ALL TRANSFER TAXES, DEED
STAMPS, INTANGIBLE TAXES OR OTHER AMOUNTS IN THE NATURE OF TRANSFER TAXES
REQUIRED TO BE PAID BY ANY PERSON UNDER APPLICABLE LEGAL REQUIREMENTS IN
CONNECTION WITH THE TRANSFER OF THE PROPERTY TO MORTGAGE BORROWER HAVE BEEN
PAID.
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 MORTGAGE 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 OWNER'S 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.
4.8
FULL AND ACCURATE DISCLOSURE.
NO STATEMENT OF FACT MADE BY
BORROWER IN ANY OF THE LOAN DOCUMENTS CONTAINS ANY UNTRUE STATEMENT OF A
MATERIAL FACT OR OMITS TO STATE ANY MATERIAL FACT NECESSARY