Compliance with ERISA and State Statutes on Governmental Plans. (a) Mortgagee represents and warrants to Mortgagor that, as of the date of this Mortgage and throughout the term of this Mortgage, the source of funds from which Loan No. 6518370 Mortgagee extends this Mortgage is its general account, which is subject to the claims of its general creditors under state law.
(b) Mortgagor represents and warrants that, as of the date of this Mortgage and throughout the term of this Mortgage, (i) Mortgagor is not an "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), which is subject to Title I of ERISA and (ii) the assets of such Mortgagor do not constitute "plan assets" of one or more such plans within the meaning of 29 C.F.R. Section 2510.3-101.
(c) Mortgagor represents and warrants to Mortgagee that, as of the date of this Mortgage and throughout the term of this Mortgage (i) Mortgagor is not a "governmental plan" within the meaning of Section 3(32) of ERISA and (ii) transactions by or with Mortgagor or any Mortgagor are not subject to state statutes regulating investments of and fiduciary obligations with respect to governmental plans.
(d) Mortgagor covenants and agrees to deliver to Mortgagee such certifications or other evidence from time to time throughout the term of this Mortgage, as reasonably requested by Mortgagee in its sole discretion, that (i) Mortgagor is not an "employee benefit plan" or a "governmental plan", (ii) Mortgagor is not subject to state statutes regulating investments and fiduciary obligations with respect to governmental plans, and (iii) one or more of the following circumstances is true:
(A) Equity interests in Mortgagor are publicly offered securities, within the meaning of 29 C.F.R. Section 2510.3-l01(b)(2);
(B) Less than 25 percent of all equity interests in such Mortgagor are held by "benefit plan investors" within the meaning of 29 C.F.R. Section 2510.3-101(f)(2);or
(C) Mortgagor qualifies as an "operating company" or a "real estate operating company" within the meaning of 29 C.F.R. Section 2510.3.-101(c)or(e).
(e) Any of the following shall constitute an Event of Default under this Mortgage, entitling Mortgagee to exercise any and all remedies to which it may be entitled under this Mortgage, and any other Loan Documents (i) the failure of any representation or warranty made by any Mortgagor under this PARAGRAPH 42 to be true and correct in all respects, (ii) the failure of any Mortgagor to provide Mortgagee with t...
Compliance with ERISA and State Statutes on Governmental Plans. (a) Not less than five (5) Business Days before each transfer of a direct or indirect interest in any Member (other than CNL), such Member shall cause the proposed transferee to deliver to CNL a certification in substantially the form of Exhibit E attached hereto and made a part hereof.
(b) On the closing or consummation of a Member Loan:
(i) Woodfield shall deliver to CNL a certification in substantially the form of Exhibit E; and
(ii) CNL shall deliver to Woodfield a certification in substantially the form of Exhibit F.
(c) If there is a proposed sale of the Property pursuant to Section 10.6, and a Member buys the Property, (i) if the purchasing Member is not CNL, such Member shall deliver to the other Members a certification in substantially the form of Exhibit E, and (ii) if the purchasing Member is CNL, CNL shall deliver to the Members a certification in substantially the form of Exhibit F.
(d) Anything else in this Agreement contained to the contrary notwithstanding, CNL shall have up to fifteen (15) days following the receipt by it of a certification by a Member or a proposed transferee provided for in this Section 10.9 to notify such Member that it has determined that a proposed transfer by such Member of its Entire Interest or a proposed transfer of the Property would result in a transfer to a person other than an Acceptable Person and/or in a Plan Violation. If CNL notifies such Member that any such proposed transaction would constitute a Plan Violation, then the proposed transaction shall not be consummated and any attempt to do so shall be void. If, within such fifteen (15) day period, CNL notifies such Member that it has determined that no Plan Violation will result from the proposed transaction, then the proposed transaction may be consummated; provided, however, that such transaction must be consummated no later than (i) the twentieth (20th) day after the delivery to such Member by CNL of a notice that it has determined the proposed transaction will not result in a Plan Violation or the expiration of the fifteen (15) day period referred to in this Section 10.9(d), as the case may be, or (ii) if Section 10.6 is applicable and provides for a closing that is later than such twenty (20) day period, the latest day that such Section permits such closing to occur. Additionally, in the event that any certification by CNL or a Member or a proposed transferee contains a material misrepresentation or omission, then, in such event, notwithstanding CNL’s...
Compliance with ERISA and State Statutes on Governmental Plans. (a) Not less than five (5) Business Days before each transfer of a direct or indirect interest in any Member (other than CNL or Crescent Parent), such Member shall cause the proposed transferee to deliver to CNL a certification in substantially the form of Exhibit E attached hereto and made a part hereof.
(b) On the closing or consummation of a Member Loan:
(i) Crescent shall deliver to CNL a certification in substantially the form of Exhibit E; and
(ii) CNL shall deliver to Crescent a certification in substantially the form of Exhibit F.
Compliance with ERISA and State Statutes on Governmental Plans. (a) Borrower is not an “employee benefit plan” as defined in Section 3(3) of ERISA, which is subject to Title I of ERISA; (b) the assets of Borrower do not constitute “plan assets” of one or more plans within the meaning of 29 C.F.R. Section 2510.3-101; (c) Borrower is not a “governmental plan” within the meaning of Section 3(32) of ERISA; and (d) transactions by or with Borrower are not subject to state statutes regulating investments of and fiduciary obligations with respect to governmental plans
Compliance with ERISA and State Statutes on Governmental Plans. (a) Anything else in the Agreement contained to the contrary notwithstanding, CNL shall have up to fifteen (15) days following a purchase or other acquisition by a Benefit Plan Investor to undo any such purchase or other acquisition that results in a twenty-five percent (25%) or more participation in the Company by such Benefit Plan Investor.
(b) In addition, CNL will certify at least annually, that the Company shall operate as a real estate operating company (a “REOC”), as that term is defined in 29 C.F.R. Section 2510.3-101(e). Moreover, CNL will certify, at least annually, that the Company has and exercises direct contractual rights to substantially participate in or substantially influence the conduct of any of the REOC’s management
(c) Each Member shall indemnify CNL and defend and hold CNL harmless from and against all loss, cost, damage and expense that CNL may incur, directly or indirectly, as a result of a (i) default by such Member under this Section 10.9, (ii) a breach of a representation or warranty given by such Member under this Section 10.9, or (iii) any material misstatement or omission in a certification by such Member or proposed transferee of such Member which is given to CNL pursuant to this Section 10.9. The liability, excise taxes, penalties, interest, loss, cost, damage and expense will include attorney’s fees and costs incurred in the investigation, defense and settlement of claims and losses incurred in
(i) correcting any Plan Violation,
(ii) the sale of a prohibited Company interest, or
(iii) obtaining any individual exemption for a Plan Violation that may be required, in CNL’s sole discretion. This indemnity shall survive (x) the sale of the Property or of the indemnifying Member’s Entire Interest and (y) termination of this Agreement.
(d) The Company will not enter into any agreements, or suffer any conditions, that CNL determines, in its reasonable judgment, would result in a Plan Violation. At any Member’s request, CNL shall deliver a written notice of each such determination to such Member together with an explanation of the reasons for the determination.
(e) Upon any Member’s reasonable request, the Members agree to cooperate with each other’s efforts to discover and correct Plan Violations.
Compliance with ERISA and State Statutes on Governmental Plans. (a) Trustor represents and warrants that, as of the date of this Deed of Trust and throughout the term of this Deed of Trust, (i) Trustor is not an "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Securities Act of 1974, as amended ("ERISA"), which is subject to Title I of ERISA and (ii) the assets of such Trustor do not constitute "plan assets" of one or more such plans within the meaning of 29 C.F.R. ss. 2510.3-101.
(b) Trustor represents and warrants to Beneficiary that, as of the date of this Deed of Trust and throughout the term of this Deed of Trust (i) Trustor is not a "governmental plan" within the meaning of Section 3(32) of ERISA and (ii) transactions by or with Trustor or any Trustor are not subject to state statues regulating investments of and fiduciary obligations with respect to governmental plans.
(c) Trustor covenants and agrees to deliver to Beneficiary such certifications or other evidence from time to time throughout the term of this Deed of Trust, as requested by Beneficiary in its sole discretion, that (i) Trustor is not an "employee benefit plan" or a "governmental plan", (ii) Trustor is not subject to state statutes regulating investments and fiduciary obligations with respect to governmental plans, and (iii) one or more of the following circumstances is true:
(A) Equity interests in Trustor are publicly offered securities, within the meaning of 29 C.F.R. ss. 2510.3-101(b)(2);
(B) Less than 25 percent of all equity interests in such Trustor are held by "benefit plan investors" within the meaning of 29 C.F.R. ss. 2510.3-101(f)(2); or
(C) Trustor qualifies as an "operating company" or a "real estate operating company" within the meaning of 29 C.F.R. ss. 2510.3.-101 (c) or (e).
(d) Any of the following shall constitute an Event of Default under this Deed of Trust, entitling Beneficiary to exercise any and all remedies to which it may be entitled under this Deed of Trust, and any other Loan Documents (i) the failure of any representation or warranty made by any Trustor under this Paragraph to be true and correct in all respects, (ii) the failure of any Trustor to provide Beneficiary with the written certifications and evidence referred to in this Paragraph or (iii) the consummation by Trustor or any one Trustor of a transaction which would cause this Deed of Trust or any exercise of Beneficiary's rights under this Deed of Trust, or the other Loan Documents to constitute a non-exempt prohibited transac...
Compliance with ERISA and State Statutes on Governmental Plans. (a) Mortgagee represents and warrants to Mortgagor that, as of the date of this Mortgage and throughout the term of this Mortgage, the source of funds from which Mortgagee extends this Mortgage is its general account, which is subject to the claims of its general creditors under state law.
(b) Mortgagor represents and warrants that, as of the date of this Mortgage and throughout the term of this Mortgage, (i) Mortgagor is not an "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), which is subject to Title I of ERISA and (ii) the assets of such Mortgagor do not constitute "plan assets" of one or more such plans within the meaning of 29 C.F.R.
Compliance with ERISA and State Statutes on Governmental Plans. (a) Anything else in this Agreement contained to the contrary notwithstanding, CHP shall have up to fifteen (15) days following a purchase or other acquisition by a Benefit Plan Investor to undo any such purchase or other acquisition that results in a twenty-five percent (25%) or more participation in the Company by such Benefit Plan Investor.
(b) In addition, CHP will certify at least annually, that the Company shall operate as a real estate operating company (a “REOC”), as that term is defined in 29 C.F.R. Section 2510.3-101(e). Moreover, CHP will certify, at least annually, that the Company has and exercises direct contractual rights to substantially participate in or substantially influence the conduct of any of the REOC’s management.
(c) Montecito shall indemnify CHP and defend and hold CHP harmless from and against all loss, cost, damage and expense that CHP may incur, directly or indirectly, as a result of a (i) default by Montecito under this Section 13.9, (ii) a breach of a representation or warranty given by Montecito under this Section 13.9, or (iii) any material misstatement or omission in a certification by Montecito or proposed transferee of Montecito which is given to CHP pursuant to this Section 13.9. The liability, excise taxes, penalties, interest, loss, cost, damage and expense will include attorney’s fees and costs incurred in the investigation, defense and settlement of claims and losses incurred in:
(i) correcting any Plan Violation,
(ii) the sale of a prohibited Company interest, or
(iii) obtaining any individual exemption for a Plan Violation that may be required, in CHP’s sole discretion. This indemnity shall survive (x) the sale of the Facility or of Montecito’s Interest and (y) termination of this Agreement.
(d) The Company will not enter into any agreements, or suffer any conditions, that CHP determines, in its reasonable judgment, would result in a Plan Violation. At Montecito’s request, CHP shall deliver a written notice of each such determination to such Member together with an explanation of the reasons for the determination.
(e) Upon Montecito’s reasonable request, CHP agrees to cooperate with Montecito’s efforts to discover and correct Plan Violations.
Compliance with ERISA and State Statutes on Governmental Plans. (a) Not less than five (5) Business Days before each transfer of a direct or indirect interest in Extra Space to an Affiliate, and not less than ten (10) Business Days before each transfer of a direct or indirect interest in Extra Space to a non-Affiliate, Extra Space shall cause the proposed transferee to deliver to Prudential a certification in substantially the form of Exhibit C-l attached hereto. Nothing in this item (a) shall be construed to permit any transfer not expressly permitted under Section 10.1.
(1) Extra Space shall deliver to Prudential a certification in substantially the form of Exhibit C-1; and
(2) Prudential shall deliver to Extra Space a certification in substantially the form of Exhibit C-2 attached hereto and made a part hereof on the closing or consummation of each of the following transactions:
Compliance with ERISA and State Statutes on Governmental Plans. Anything else in this Agreement contained to the contrary notwithstanding, CHP shall have up to fifteen (15) days following a purchase or other acquisition by a Benefit Plan Investor to undo any such purchase or other acquisition that results in a twenty-five percent (25%) or more participation in the Company by such Benefit Plan Investor.
