Common use of ERISA Requirements Clause in Contracts

ERISA Requirements. (a) Borrower will not engage in any transaction which would cause an obligation, or action taken or to be taken under this Continuing Covenant Agreement (or the exercise by Funding Lender of any of its rights under the Project Note, this Continuing Covenant Agreement or any of the other Financing Documents) to be a non-exempt prohibited transaction under ERISA or Section 4975 of the Tax Code. (b) Borrower will deliver to Funding Lender such certifications or other evidence from time to time throughout the term of this Continuing Covenant Agreement, as requested by Funding Lender in Funding Xxxxxx’s Discretion, that confirm each of the following: (i) Borrower is not an “employee benefit plan” as defined in Section 3(3) of ERISA, which is subject to Title I of ERISA, a “plan” to which Section 4975 of the Tax Code applies, or an entity whose underlying assets constitute “plan assets” of one or more of such plans. (ii) Borrower is not a “governmental plan” within the meaning of Section 3(32) of ERISA. (iii) Borrower is not subject to state statutes regulating investments or fiduciary obligations with respect to governmental plans. (iv) One or more of the following circumstances is true: (A) Equity interests in Borrower are publicly offered securities within the meaning of 29 C.F.R. Section 2510.3-101(b)(2), as amended from time to time or any successor provision. (B) Less than 25% of each outstanding class of equity interests in Borrower are held by “benefit plan investors” within the meaning of Section 3(42) of ERISA, as amended from time to time or any successor provision. (C) Borrower qualifies as either an “operating company” or a “real estate operating company” within the meaning of 29 C.F.R. Section 2510.3-101(c) or (e), as either may be amended from time to time or any successor provisions, or is an investment company registered under the Investment Company Act of 1940. (v) Reserved.

ERISA Requirements. (a) This Section 6.18 is not applicable to Borrowers who are natural persons. (b) Borrower will not engage in any transaction which would cause an obligation, action by either Borrower or action taken Lender permitted or to be taken required under this Continuing Covenant Agreement (or the exercise by Funding Lender of any of its rights under the Project Note, this Continuing Covenant Loan Agreement or any of the other Financing Documents) Loan Document to be a non-exempt prohibited transaction under either ERISA or Section 4975 of the Tax Code. (bc) When requested by Lender, Borrower will deliver to Funding Lender such certifications or other a certification from Borrower with supporting evidence from time satisfactory to time throughout the term of this Continuing Covenant Agreement, as requested by Funding Lender in Funding Xxxxxx’s Discretion, that confirm each of the followingfollowing is true: (i) Borrower is not an any of the following: (A) An “employee benefit plan” as defined in Section 3(3) of ERISA, which is subject to Title I of ERISA, a . (B) A “plan” to which Section 4975 of the Tax Code applies, or an . (C) An entity whose underlying assets constitute “plan assets” of one or more of such plansthe plans described in Sections 6.18(c)(i)(A) and (B). (iiD) Borrower is not a A “governmental plan” within the meaning of Section 3(32) of ERISA. (iiiii) Borrower is not subject to state statutes regulating investments or fiduciary obligations with respect to governmental plans. (iviii) One or more At least one of the following circumstances is true: (A) Equity None of the equity interests in Borrower are publicly offered securities held by “benefit plan investors” within the meaning of 29 C.F.R. Section 2510.3-101(b)(2), as amended from time to time or any successor provision3(42) of ERISA. (B) Less than 25% of each outstanding class of equity interests in Borrower are held by “benefit plan investors” within the meaning of Section 3(42) of ERISA. (C) Equity interests in Borrower are publicly offered securities within the meaning of 29 C.F.R. Section 2510.3-101(b)(2), as amended from time to time or any successor provision. (CD) Borrower qualifies as either an “operating company” or a “real estate operating company” within the meaning of 29 C.F.R. Section 2510.3-101(c) or (e), as either may be amended from time to time or any successor provisions, or . (E) Borrower is an investment company registered under the Investment Company Act of 1940. (v) Reserved.

ERISA Requirements. (a) Borrower will not engage in any transaction which would cause an obligation, or action taken or to be taken under this Continuing Covenant Agreement (or the exercise by Funding Lender of any of its rights under the Project Note, this Continuing Covenant Agreement or any of the other Financing Documents) to be a non-exempt prohibited transaction under ERISA or Section 4975 of the Tax Code. (b) Borrower will deliver to Funding Lender such certifications or other evidence from time to time throughout the term of this Continuing Covenant Agreement, as requested by Funding Lender in Funding Xxxxxx’s Discretion, that confirm confirming each of the following: (i) Borrower is not an “employee benefit plan” as defined in Section 3(3) of ERISA, which is subject to Title I of ERISA, a “plan” to which Section 4975 of the Tax Code applies, or an entity whose underlying assets constitute “plan assets” of one or more of such plans. (ii) Borrower is not a “governmental plan” within the meaning of Section 3(32) of ERISA. (iii) Borrower is not subject to state statutes regulating investments or fiduciary obligations with respect to governmental plans. (iv) One or more of the following circumstances is true: (A) Equity interests in Borrower are publicly offered securities within the meaning of 29 C.F.R. Section 2510.3-101(b)(2), as amended from time to time or any successor provision. (B) Less than 25% of each outstanding class of equity interests in Borrower are held by “benefit plan investors” within the meaning of Section 3(42) of ERISA, as amended from time to time or any successor provision. (C) Borrower qualifies as either an “operating company” or a “real estate operating company” within the meaning of 29 C.F.R. Section 2510.3-101(c) or (e), as either may be amended from time to time or any successor provisions, or is an investment company registered under the Investment Company Act of 1940. (v) Reserved.

ERISA Requirements. Multifamily Loan and Security Agreement – Seniors Housing Page 50 (a) Borrower will not engage in any transaction which would cause an obligation, or action taken or to be taken under this Continuing Covenant Loan Agreement (or the exercise by Funding Lender of any of its rights under the Project Note, this Continuing Covenant Loan Agreement or any of the other Financing Loan Documents) to be a non-exempt prohibited transaction under ERISA or Section 4975 of the Tax Code. (b) Borrower will deliver to Funding Lender such certifications or other evidence from time to time throughout the term of this Continuing Covenant Loan Agreement, as requested by Funding Lender in Funding XxxxxxLender’s Discretion, that confirm confirming each of the following: (i) Borrower is not an “employee benefit plan” as defined in Section 3(3) of ERISA, which is subject to Title I of ERISA, a “plan” to which Section 4975 of the Tax Code applies, or an entity whose underlying assets constitute “plan assets” of one or more of such plans. (ii) Borrower is not a “governmental plan” within the meaning of Section 3(32) of ERISA. (iii) Borrower is not subject to state statutes regulating investments or fiduciary obligations with respect to governmental plans. (iv) One or more of the following circumstances is true: (A) Equity interests in Borrower are publicly offered securities within the meaning of 29 C.F.R. Section 2510.3-101(b)(2), as amended from time to time or any successor provision. (B) Less than 25% of each outstanding class of equity interests in Borrower are held by “benefit plan investors” within the meaning of Section 3(42) of ERISA, as amended from time to time or any successor provision. (C) Borrower qualifies as either an “operating company” or a “real estate operating company” within the meaning of 29 C.F.R. Section 2510.3-101(c) or (e), as either may be amended from time to time or any successor provisions, or is an investment company registered under the Investment Company Act of 1940. (v) Reserved.