MATERIALLY AND ADVERSELY AFFECT THE CONDITION (FINANCIAL
OR OTHER) OR OPERATIONS OF BORROWER OR ITS PROPERTIES OR MIGHT HAVE CONSEQUENCES
THAT WOULD MATERIALLY ADVERSELY AFFECT ITS PERFORMANCE HEREUNDER.
3.1.6
CONSENTS.
NO CONSENT, APPROVAL, AUTHORIZATION OR ORDER OF ANY COURT
OR GOVERNMENTAL AUTHORITY IS REQUIRED FOR THE EXECUTION, DELIVERY AND
PERFORMANCE BY BORROWER OF, OR COMPLIANCE BY BORROWER WITH, THIS AGREEMENT OR
THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY, OTHER THAN THOSE WHICH
HAVE BEEN OBTAINED BY BORROWER OR THOSE THE FAILURE TO OBTAIN WHICH WOULD NOT
HAVE A MATERIAL ADVERSE EFFECT.
3.1.7
TITLE.
FEE BORROWER HAS GOOD, MARKETABLE AND INSURABLE FEE SIMPLE
TITLE TO THE PORTION OF THE PROPERTY OWNED IN FEE AND LEASEHOLD BORROWER HAS
GOOD, MARKETABLE AND INSURABLE LEASEHOLD TITLE TO THE PORTION OF THE PROPERTY
WHICH CONSTITUTES THE LEASEHOLD INTEREST CREATED BY THE AIR RIGHTS LEASE AND
BORROWER HAS GOOD TITLE TO THE BALANCE OF THE PROPERTY OWNED BY IT, FREE AND
CLEAR OF ALL LIENS WHATSOEVER EXCEPT THE PERMITTED ENCUMBRANCES. TO THE BEST OF
BORROWER'S KNOWLEDGE, THE MORTGAGE, WHEN PROPERLY RECORDED IN THE APPROPRIATE
RECORDS, TOGETHER WITH ANY UNIFORM COMMERCIAL CODE FINANCING STATEMENTS REQUIRED
TO BE FILED IN CONNECTION THEREWITH, WILL (TO THE EXTENT THAT THE LIENS AND
SECURITY INTERESTS CREATED THEREBY MAY BE PERFECTED BY RECORDING OR FILING)
CREATE (I) A VALID, FIRST PRIORITY, PERFECTED LIEN ON THE REAL PROPERTY, SUBJECT
ONLY TO PERMITTED ENCUMBRANCES AND (II) PERFECTED SECURITY INTERESTS IN AND TO,
AND PERFECTED COLLATERAL ASSIGNMENTS OF, ALL LEASES AND, TO THE EXTENT SUCH
SECURITY INTERESTS MAY BE PERFECTED BY THE FILING OF FINANCING STATEMENTS, ALL
PERSONALTY, ALL IN ACCORDANCE WITH THE TERMS
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THEREOF, IN EACH CASE SUBJECT ONLY TO ANY PERMITTED ENCUMBRANCES. TO THE BEST OF
BORROWER'S KNOWLEDGE, EXCEPT FOR THE MECHANICS' LIEN FILED BY WALSH CONSTRUCTION
COMPANY OF ILLINOIS AND THE LITIGATION RESULTING THEREFROM, THERE ARE NO
MECHANICS', MATERIALMAN'S OR OTHER SIMILAR LIENS OR CLAIMS WHICH HAVE BEEN FILED
FOR WORK, LABOR OR MATERIALS AFFECTING THE PROPERTY WHICH ARE OR MAY BE LIENS
PRIOR TO, OR EQUAL OR COORDINATE WITH, THE LIEN OF THE MORTGAGE. NONE OF THE
PERMITTED ENCUMBRANCES, INDIVIDUALLY OR IN THE AGGREGATE, MATERIALLY INTERFERE
WITH THE BENEFITS OF THE SECURITY INTENDED TO BE PROVIDED BY THE MORTGAGE AND
THIS LOAN AGREEMENT, MATERIALLY AND ADVERSELY AFFECT THE VALUE OF THE PROPERTY,
MATERIALLY IMPAIR THE USE OR OPERATIONS OF THE PROPERTY OR IMPAIR BORROWER'S
ABILITY TO PAY ITS OBLIGATIONS IN A TIMELY MANNER.
3.1.8
NO PLAN ASSETS.
AS OF THE DATE HEREOF AND THROUGHOUT THE TERM OF
THE LOAN (A) BORROWER IS NOT AND WILL NOT BE AN "EMPLOYEE BENEFIT PLAN," AS
DEFINED IN SECTION 3(3) OF ERISA, SUBJECT TO TITLE I OF ERISA, (B) NONE OF THE
ASSETS OF BORROWER CONSTITUTES OR WILL CONSTITUTE "PLAN ASSETS" OF ONE OR MORE
SUCH PLANS WITHIN THE MEANING OF 29 C.F.R. SECTION 2510.3-101, (C) BORROWER IS
NOT AND WILL NOT BE A "GOVERNMENTAL PLAN" WITHIN THE MEANING OF SECTION 3(32) OF
ERISA, AND (D) TRANSACTIONS BY OR WITH BORROWER ARE NOT