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 MORTGAGE.
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.
42
4.6
TITLE.
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 BORROWER HAVE
BEEN PAID.
THE MORTGAGE WHEN PROPERLY RECORDED IN THE APPROPRIATE RECORDS,
TOGETHER WITH ANY UCC FINANCING 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 INTEREST IN REAL ESTATE OR REAL PROPERTY INTERESTS (INCLUDING
FIXTURES) AND (II) TO THE EXTENT THAT A SECURITY INTEREST THEREIN MAY BE CREATED
UNDER THE UNIFORM COMMERCIAL CODE, A VALID SECURITY INTEREST IN THAT PORTION OF
THE PROPERTY, THE LEASES
(TO