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200313159 under the Articles of Incorporation or By -laws of Trustor or any agreement with the shareholders of Trustor, or any creditors of Trustor, or any law, ordinance, governmental regulation, agreement or indenture to which Trustor is a party or by which Trustor or Trustor's properties are bound. (c) There are no (i) bankruptcy proceedings involving Trustor and none is contemplated; (ii) dissolution proceedings involving Trustor and none is contemplated; (iii) unsatisfied judgments of record against Trustor; or (iv) tax liens filed against Trustor. (d) The Loan Documents have been duly executed and delivered by Trustor and constitute the legal, valid and binding obligations of Trustor, enforceable in accordance with their terms, except as to enforcement of remedies, as may be limited by bankruptcy, insolvency or similar laws affecting generally the exercise and enforcement of creditor's rights and remedies. (e) There are no judgments, suits, actions or proceedings at law or in equity or by or before any governmental instrumentality or agency now pending against or, to the best of Trustor's knowledge, threatened against Trustor or its properties, or both, nor has any judgment, decree or order been issued against Trustor or its properties, or both, which would have a material adverse effect on the Premises or the financial condition of Trustor or Trustor's properties. (f) No consent or approval of any regulatory authority having jurisdiction over Trustor is necessary or required by law as a prerequisite to the execution, delivery and performance of the terms of the Loan Documents. (g) Except as disclosed to Beneficiary in the Credit and Security Agreement, Trustor is not, as of the date hereof, in default in the payment or performance of any of Trustor's obligations in connection with borrowed money or any other major obligation. (h) The Premises is free from any construction, mechanics' or materialmen's liens or claims. There has been no labor or materials furnished to the Premises that has not been paid for in full. (i) Trustor has no notice, information or knowledge of any change contemplated in any applicable law, ordinance, regulation, or restriction, or any judicial, administrative, governmental or quasi - governmental action, or any action by adjacent land owners, or natural or artificial condition existing upon the Premises which would limit, restrict, or prevent the contemplated or intended use and purpose of the Premises. (j) There is no pending Condemnation (as defined in Section 5.2 hereof) or similar proceeding affecting the Premises, or any portion thereof, nor to the best knowledge of Trustor, is any such action being presently contemplated. 15311/53;09/30/03 - 5 -