BORROWER HAS NOT ASSERTED, ANY RIGHT OF RESCISSION, SET-OFF, COUNTERCLAIM OR
DEFENSE, INCLUDING THE DEFENSE OF USURY.
NO EXERCISE OF ANY OF THE TERMS OF THE
LOAN DOCUMENTS, OR ANY RIGHT THEREUNDER, WILL RENDER ANY LOAN DOCUMENT
UNENFORCEABLE.
4.3
NO CONFLICTS.
THE EXECUTION, DELIVERY AND PERFORMANCE OF THE LOAN
DOCUMENTS BY BORROWER AND THE TRANSACTIONS CONTEMPLATED HEREBY WILL NOT CONFLICT
WITH OR RESULT IN A BREACH OF ANY OF THE TERMS OR PROVISIONS OF, OR CONSTITUTE A
DEFAULT UNDER, OR RESULT IN THE CREATION OR IMPOSITION OF ANY LIEN, CHARGE OR
ENCUMBRANCE (OTHER THAN PURSUANT TO THE LOAN DOCUMENTS) UPON ANY OF THE PROPERTY
OF BORROWER PURSUANT TO THE TERMS OF, ANY AGREEMENT OR INSTRUMENT TO WHICH
BORROWER IS A PARTY OR BY WHICH ITS PROPERTY IS SUBJECT, NOR 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 PROPERTY OR OTHER ASSETS.
BORROWER'S RIGHTS UNDER ANY LICENSE
OR OTHER APPROVAL REQUIRED TO OWN AND MANAGE ITS PROPERTY, WILL NOT BE ADVERSELY
AFFECTED BY THE EXECUTION AND DELIVERY OF THE LOAN DOCUMENTS OR BORROWER'S
PERFORMANCE THEREUNDER.
ANY CONSENT, APPROVAL, AUTHORIZATION, ORDER,
REGISTRATION OR QUALIFICATION OF OR WITH ANY GOVERNMENTAL AUTHORITY REQUIRED FOR
THE EXECUTION, DELIVERY AND PERFORMANCE BY BORROWER OF THE LOAN DOCUMENTS HAS
BEEN OBTAINED AND IS IN FULL FORCE AND EFFECT.
4.4
LITIGATION.
THERE ARE NO ACTIONS, SUITS OR OTHER PROCEEDINGS AT
LAW OR IN EQUITY BY OR BEFORE ANY GOVERNMENTAL AUTHORITY NOW PENDING OR
THREATENED AGAINST OR AFFECTING BORROWER, MORTGAGE BORROWER, THE COLLATERAL, THE
MANAGER OR THE PROPERTY, WHICH, IF ADVERSELY DETERMINED, MIGHT MATERIALLY
ADVERSELY AFFECT THE CONDITION (FINANCIAL OR OTHERWISE) OR BUSINESS OF BORROWER,
MORTGAGE BORROWER, OR MANAGER OR THE CONDITION OR OWNERSHIP OF THE COLLATERAL OR
THE PROPERTY.
4.5
AGREEMENTS.
BORROWER IS NOT A PARTY TO ANY AGREEMENT OR INSTRUMENT
OR SUBJECT TO ANY RESTRICTION WHICH MIGHT ADVERSELY AFFECT BORROWER, MORTGAGE
BORROWER, THE COLLATERAL OR THE PROPERTY, OR BORROWER'S OR MORTGAGE BORROWER'S
BUSINESS, PROPERTIES, OPERATIONS OR CONDITION, FINANCIAL OR OTHERWISE.
NEITHER
BORROWER NOR MORTGAGE BORROWER IS IN DEFAULT IN ANY MATERIAL RESPECT IN THE
PERFORMANCE, OBSERVANCE OR FULFILLMENT OF ANY OF THE OBLIGATIONS, COVENANTS OR
CONDITIONS CONTAINED IN ANY PERMITTED ENCUMBRANCE, OR ANY OTHER AGREEMENT OR
INSTRUMENT TO WHICH BORROWER OR MORTGAGE BORROWER IS A PARTY OR BY WHICH
BORROWER, MORTGAGE BORROWER, THE COLLATERAL OR THE PROPERTY IS BOUND.
36
4.6
TITLE.
(A)
BORROWER IS THE RECORD AND BENEFICIAL OWNER OF THE COLLATERAL, FREE
AND CLEAR OF ALL LIENS WHATSOEVER.
THE PLEDGE AGREEMENT, TOGETHER WITH THE UCC
FINANCING STATEMENTS RELATING TO THE COLLATERAL, WHEN PROPERLY FILED IN THE
APPROPRIATE RECORDS, WILL CREATE A VALID, PERFECTED FIRST PRIORITY SECURITY
INTERESTS IN AND TO THE COLLATERAL, ALL IN ACCORDANCE WITH THE TERMS THEREOF FOR
WHICH A LIEN CAN BE PERFECTED BY FILING A UCC FINANCING STATEMENT.
FOR SO LONG
AS THE LIEN OF THE PLEDGE AGREEMENT IS OUTSTANDING, BORROWER SHALL FOREVER
WARRANT, DEFEND AND PRESERVE