Banks’ ERISA Covenant Sample Clauses

Banks’ ERISA Covenant. Each Bank, by its signature hereto or on the applicable Transfer Supplement, hereby agrees (a) that on the date any Loan is disbursed hereunder no portion of such Bank’s Pro Rata Share of such Loan will constitute “assets” within the meaning of 29 C.F.R. § 2510.3-101 of an “employee benefit plan” within the meaning of Section 3(3) of ERISA or a “plan” within the meaning of Section 4975(e)(1) of the Code, and (b) that following such date such Bank shall not allocate such Bank’s Pro Rata Share of any Loan to an account of such Bank if such allocation (i) by itself would cause such Pro Rata Share of such Loan to then constitute “assets” (within the meaning of 29 C.F.R. § 2510.3-101) of an “employee benefit plan” within the meaning of Section 3(3) of ERISA or a “plan” within the meaning of Section 4975(e)(1) of the Code and (ii) by itself would cause such Loan to constitute a prohibited transaction under ERISA or the Code (which is not exempt from the restrictions of Section 406 of ERISA and Section 4975 of the Code and the taxes and penalties imposed by Section 4975 of the Code and Section 502(i) of ERISA) or any Agent or Bank being deemed in violation of Section 404 of ERISA.

Banks’ ERISA Covenant. Each Bank, by its signature hereto or on the applicable Transfer Supplement, hereby agrees (a) that on the date any Loan is disbursed hereunder no portion of such Bank’s Pro Rata Share of such Loan will constitute “plan assets” within the meaning of 29 C.F.R. § 2510.3-101 as modified by Section 3(42) of ERISA, and (b) that following such date such Bank shall not allocate such Bank’s Pro Rata Share of any Loan to an account of such Bank if such allocation (i) by itself would cause such Pro Rata Share of such Loan to then constitute “plan assets” (within the meaning of 29 C.F.R. § 2510.3-101 as modified by Section 3(42) of ERISA) and (ii) by itself would cause such Loan to constitute a prohibited transaction under ERISA or the Code (which is not exempt from the restrictions of Section 406 of ERISA and Section 4975 of the Code and the taxes and penalties imposed by Section 4975 of the Code and Section 502(i) of ERISA) or Administrative Agent or any Bank being deemed in violation of Section 404 of ERISA.

Banks’ ERISA Covenant. 86 SECTION 9.18. Bank Ceasing to be a Qualified Institutional Investor................................ 87 SECTION 9.19. Release.............................................................................. 88 SECTION 9.20. English Language..................................................................... 88 SECTION 9.21. USA PATRIOT ACT...................................................................... 88 SECTION 9.22. OFAC List............................................................................ 88 SCHEDULE 1.1(b) Initial Qualifying Unencumbered Properties SCHEDULE 4.1 (d) Disclosure of Additional Material Indebtedness SCHEDULE 4.1(f) Guarantor CBA and ERISA Plans SCHEDULE 5.11(c)(1) AMB Corporation Investments SCHEDULE 5.11(c)(2) AMB Corporation Properties EXHIBIT A Description of Tokai Property EXHIBIT B-1 Form of Mortgage EXHIBIT B-2 Form of Additional Mortgage EXHIBIT C Form of Consent EXHIBIT D Notices EXHIBIT E Form of Transfer Supplement EXHIBIT F Organizational and Structural Chart EXHIBIT G Form of Notice of Borrowing EXHIBIT H Form of Notice of Interest Period Election EXHIBIT I Form of Notice of Prepayment CREDIT FACILITY AGREEMENT CREDIT FACILITY AGREEMENT (this "Agreement") dated as of November 24, 2004 among AMB TOKAI TMK, as Borrower ("Borrower"), AMB PROPERTY, L.P., as Guarantor ("AMB LP"), AMB PROPERTY CORPORATION, as Guarantor ("AMB Corporation"), the BANKS listed on the signature pages hereof, SUMITOMO MITSUI BANKING CORPORATION, as Administrative Agent and Sole Lead Arranger and Bookmanager. The parties hereto agree as follows:

Banks’ ERISA Covenant. 92 --------------------- SECTION

Banks’ ERISA Covenant. 90 SECTION 9.18. [Intentionally Omitted]............................................................... 91 SECTION 9.19.