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 (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 THE PROPERTY.
BORROWER'S RIGHTS UNDER THE LICENSES AND THE MANAGEMENT AGREEMENT WILL NOT BE
ADVERSELY AFFECTED BY THE EXECUTION AND DELIVERY OF THE LOAN DOCUMENTS,
BORROWER'S PERFORMANCE THEREUNDER, OR THE RECORDATION OF THE SECURITY
INSTRUMENT. 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, THE MANAGER OR THE PROPERTY, WHICH, IF ADVERSELY
DETERMINED, MIGHT MATERIALLY ADVERSELY AFFECT THE CONDITION (FINANCIAL OR
OTHERWISE) OR BUSINESS OF BORROWER, MANAGER OR THE CONDITION OR OWNERSHIP OF 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 OR THE
PROPERTY, OR BORROWER'S BUSINESS, PROPERTIES, OPERATIONS OR CONDITION, FINANCIAL
OR OTHERWISE. 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 PERMITTED ENCUMBRANCE OR ANY OTHER AGREEMENT OR
INSTRUMENT TO WHICH BORROWER IS A PARTY OR BY WHICH BORROWER OR THE PROPERTY IS
BOUND.
4.6
TITLE. BORROWER HAS GOOD 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 BORROWER HAVE BEEN PAID. THE SECURITY INSTRUMENT
WHEN PROPERLY RECORDED IN THE APPROPRIATE RECORDS, TOGETHER WITH ANY UCC
FINANCING
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STATEMENTS REQUIRED TO BE FILED IN CONNECTION THEREWITH AND THE OTHER LOAN
DOCUMENTS, WILL CREATE (I) A VALID, PERFECTED FIRST PRIORITY LIEN ON BORROWER'S
INTEREST IN THAT PORTION OF THE PROPERTY, THE LEASES (TO THE EXTENT NOT SUBJECT
TO THE UNIFORM COMMERCIAL CODE) AND THE RENTS CONSTITUTING INTERESTS IN REAL
ESTATE OR REAL PROPERTY INTERESTS (INCLUDING FIXTURES) AND (II) TO THE EXTENT
THAT A SECURITY INTEREST