Common use of No Plan Assets Clause in Contracts

No Plan Assets. (a) Mezzanine Borrower does not maintain an employee benefit plan as defined by Section 3(3) of ERISA, which is subject to Title IV of ERISA and Mezzanine Borrower (i) has no knowledge of any material liability which has been incurred or is expected to be incurred by Mezzanine Borrower which is or remains unsatisfied for any taxes or penalties with respect to any “employee benefit plan,” within the meaning of Section 3(3) of ERISA, or any “plan,” within the meaning of Section 4975(e)(1) of the Internal Revenue Code or any other benefit plan (other than a multiemployer plan) maintained, contributed to, or required to be contributed to by Mezzanine Borrower or by any entity that is under common control with Mezzanine Borrower within the meaning of ERISA Section 4001(a)(14) (a “Plan”) or any plan that would be a Plan but for the fact that it is a multiemployer plan within the meaning of ERISA Section 3(37); and (ii) has made and shall continue to make when due all required contributions to all such Plans, if any. Each such Plan has been and will be administered in material compliance with its terms and the applicable provisions of ERISA, the Internal Revenue Code, and any other applicable federal or state law; and no action shall be taken or fail to be taken that would result in the disqualification or loss of tax-exempt status of any such Plan intended to be qualified and/or tax exempt; and (b) None of Mortgage Borrower, any Senior Mezzanine Borrower, or Mezzanine Borrower is an employee benefit plan, as defined in Section 3(3) of ERISA, subject to Title I of ERISA, none of the assets of Mortgage Borrower, any Senior Mezzanine Borrower, or Mezzanine 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 and Mortgage Borrower, any Senior Mezzanine Borrower, or Mezzanine Borrower is not a governmental plan within the meaning of Section 3(32) of ERISA and transactions by or with Mortgage Borrower, any Senior Mezzanine Borrower, or Mezzanine Borrower are not subject to state statutes regulating investment of, and fiduciary obligations with respect to, governmental plans similar to the provisions of Section 406 of ERISA or Section 4975 of the Code currently in effect, which prohibit or otherwise restrict the transactions contemplated by this Agreement.

No Plan Assets. (a) Mezzanine Borrower does not maintain an employee benefit plan as defined by Section 3(3) of ERISA, which is subject to Title IV of ERISA ERISA, and Mezzanine Borrower (i) has no knowledge of any material liability which has been incurred or is expected to be incurred by Mezzanine Borrower which is or remains unsatisfied for any taxes or penalties with respect to any “employee benefit plan,” within the meaning of Section 3(3) of ERISA, or any “plan,” within the meaning of Section 4975(e)(1) of the Internal Revenue Code or any other benefit plan (other than a multiemployer plan) maintained, contributed to, or required to be contributed to by Mezzanine Borrower or by any entity that is under common control with Mezzanine Borrower within the meaning of ERISA Section 4001(a)(14) (a “Plan”) or any plan that would be a Plan but for the fact that it is a multiemployer plan within the meaning of ERISA Section 3(37); and (ii) has made and shall continue to make when due all required contributions to all such Plans, if any. Each such Plan has been and will be administered in material compliance with its terms and the applicable provisions of ERISA, the Internal Revenue Code, and any other applicable federal or state law; and no action shall be taken or fail to be taken that would result in the disqualification or loss of tax-exempt status of any such Plan intended to be qualified and/or tax exempt; and (b) None of Mortgage Borrower, any Senior Mezzanine Borrower, or Mezzanine Borrower is not an employee benefit plan, as defined in Section 3(3) of ERISA, subject to Title I of ERISA, none of the assets of Mortgage Borrower, any Senior Mezzanine Borrower, or Mezzanine 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 and Mortgage Borrower, any Senior Mezzanine Borrower, or Mezzanine Borrower is not a governmental plan within the meaning of Section 3(32) of ERISA and transactions by or with Mortgage Borrower, any Senior Mezzanine Borrower, or Mezzanine Borrower are not subject to state statutes regulating investment of, and fiduciary obligations with respect to, governmental plans similar to the provisions of Section 406 of ERISA or Section 4975 of the Code currently in effect, which prohibit or otherwise restrict the transactions contemplated by this Agreement.

No Plan Assets. (a) Mezzanine Borrower does not maintain an employee benefit plan as defined by Section 3(3) of ERISA, which is subject to Title IV of ERISA ERISA, and Mezzanine Borrower (i) has no knowledge of any material liability which has been incurred or is expected to be incurred by Mezzanine Borrower which is or remains unsatisfied for any taxes or penalties with respect to any “employee benefit plan,” within the meaning of Section 3(3) of ERISA, or any “plan,” within the meaning of Section 4975(e)(1) of the Internal Revenue Code or any other benefit plan (other than a multiemployer plan) maintained, contributed to, or required to be contributed to by Mezzanine Borrower or by any entity that is under common control with Mezzanine Borrower within the meaning of ERISA Section 4001(a)(14) (a “Plan”) or any plan that would be a Plan but for the fact that it is a multiemployer plan within the meaning of ERISA Section 3(37); and (ii) has made and shall continue to make when due all required contributions to all such Plans, if any. Each such Plan has been and will be administered in material compliance with its terms and the applicable provisions of ERISA, the Internal Revenue Code, and any other applicable federal or state law; and no action shall be taken or fail to be taken that would result in the disqualification or loss of tax-exempt status of any such Plan intended to be qualified and/or tax exempt; and (b) None of Mortgage Borrower, any Senior Mezzanine Borrower, or Mezzanine Borrower is not an employee benefit plan, as defined in Section 3(3) of ERISA, subject to Title I of ERISA, none of the assets of Mortgage Borrower, any Senior Mezzanine Borrower, or Mezzanine 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 and Mortgage Borrower, any Senior Mezzanine Borrower, or Mezzanine Borrower is not a governmental plan within the meaning of Section 3(32) of ERISA and transactions by or with Mortgage Borrower, any Senior Mezzanine Borrower, or Mezzanine Borrower are not subject to state statutes regulating investment of, and fiduciary obligations with respect to, governmental plans similar to the provisions of Section 406 of ERISA or Section 4975 of the Code currently in effect, which prohibit or otherwise restrict the transactions contemplated by this Agreement.

No Plan Assets. (a) Mezzanine Borrower does not maintain an employee benefit plan as defined by Section 3(3) of ERISA, which is subject to Title IV of ERISA ERISA, and Mezzanine Borrower (i) has no knowledge of any material liability which has been incurred or is expected to be incurred by Mezzanine Borrower which is or remains unsatisfied for any taxes or penalties with respect to any “employee benefit plan,” within the meaning of Section 3(3) of ERISA, or any “plan,” within the meaning of Section 4975(e)(1) of the Internal Revenue Code or any other benefit plan (other than a multiemployer plan) maintained, contributed to, or required to be contributed to by Mezzanine Borrower or by any entity that is under common control with Mezzanine Borrower within the meaning of ERISA Section 4001(a)(14) (a “Plan”) or any plan that would be a Plan but for the fact that it is a multiemployer plan within the meaning of ERISA Section 3(37); and (ii) has made and shall continue to make when due all required contributions to all such Plans, if any. Each such Plan has been and will be administered in material compliance with its terms and the applicable provisions of ERISA, the Internal Revenue Code, and any other applicable federal or state lawlaw other than such actions or failures to act that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect; and no action shall be taken or fail to be taken that would result in the disqualification or loss of tax-exempt status of any such Plan intended to be qualified and/or tax exemptexempt other than such actions or failures to act that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect; and (b) None of Mortgage Borrower, any Senior Mezzanine Borrower, or the Mezzanine Borrower is an employee benefit plan, as defined in Section 3(3) of ERISA, subject to Title I of ERISA, none of the assets of Mortgage Borrower, any Senior Mezzanine Borrower, or Mezzanine 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 and none of Mortgage Borrower, any Senior Mezzanine Borrower, or the Mezzanine Borrower is not a governmental plan within the meaning of Section 3(32) of ERISA and transactions by or with none of Mortgage Borrower, any Senior Mezzanine Borrower, or the Mezzanine Borrower are not is subject to state statutes regulating investment of, and fiduciary obligations with respect to, governmental plans similar to the provisions of Section 406 of ERISA or Section 4975 of the Code currently in effect, which prohibit or otherwise restrict the transactions contemplated by this Agreement.

No Plan Assets. (a) Mezzanine Borrower does not maintain an employee benefit plan as defined by Section 3(3) of ERISA, which is subject to Title IV of ERISA ERISA, and Mezzanine Borrower (i) has no knowledge of any material liability which has been incurred or is expected to be incurred by Mezzanine Borrower which is or remains unsatisfied for any taxes or penalties with respect to any “employee benefit plan,” within the meaning of Section 3(3) of ERISA, or any “plan,” within the meaning of Section 4975(e)(1) of the Internal Revenue Code or any other benefit plan (other than a multiemployer plan) maintained, contributed to, or required to be contributed to by Mezzanine Borrower or by any entity that is under common control with Mezzanine Borrower within the meaning of ERISA Section 4001(a)(14) (a “Plan”) or any plan that would be a Plan but for the fact that it is a multiemployer plan within the meaning of ERISA Section 3(37); and (ii) has made and shall continue to make when due all required contributions to all such Plans, if any. Each such Plan has been and will be administered in material compliance with its terms and the applicable provisions of ERISA, the Internal Revenue Code, and any other applicable federal or state lawlaw other than such actions or failures to act that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect; and no action shall be taken or fail to be taken that would result in the disqualification or loss of tax-exempt status of any such Plan intended to be qualified and/or tax exemptexempt other than such actions or failures to act that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect; and (b) None of Neither the Mortgage Borrower, any Senior Mezzanine Borrower, or Borrower nor the Mezzanine Borrower is an employee benefit plan, as defined in Section 3(3) of ERISA, subject to Title I of ERISA, none of the assets of Mortgage Borrower, any Senior Mezzanine Borrower, Borrower or Mezzanine 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 and neither the Mortgage Borrower, any Senior Mezzanine Borrower, or Borrower nor the Mezzanine Borrower is not a governmental plan within the meaning of Section 3(32) of ERISA and transactions by or with neither the Mortgage Borrower, any Senior Mezzanine Borrower, or Borrower nor the Mezzanine Borrower are not is subject to state statutes regulating investment of, and fiduciary obligations with respect to, governmental plans similar to the provisions of Section 406 of ERISA or Section 4975 of the Code currently in effect, which prohibit or otherwise restrict the transactions contemplated by this Agreement.

No Plan Assets. (a) Mezzanine Borrower does not maintain an employee benefit plan as defined by Section 3(3) of ERISA, which is subject to Title IV of ERISA and Mezzanine Borrower (i) has no knowledge of any material liability which has been incurred or is expected to be incurred by Mezzanine Borrower which is or remains unsatisfied for any taxes or penalties with respect to any “employee benefit plan,” within the meaning of Section 3(3) of ERISA, or any “plan,” within the meaning of Section 4975(e)(1) of the Internal Revenue Code or any other benefit plan (other than a multiemployer plan) maintained, contributed to, or required to be contributed to by Mezzanine Borrower or by any entity that is under common control with Mezzanine Borrower within the meaning of ERISA Section 4001(a)(14) (a “Plan”) or any plan that would be a Plan but for the fact that it is a multiemployer plan within the meaning of ERISA Section 3(37); and (ii) has made and shall continue to make when due all required contributions to all such Plans, if any. Each such Plan has been and will be administered in material compliance with its terms and the applicable provisions of ERISA, the Internal Revenue Code, and any other applicable federal or state law; and no action shall be taken or fail to be taken that would result in the disqualification or loss of tax-exempt status of any such Plan intended to be qualified and/or tax exempt; and (b) None of Mortgage Borrower, any Senior Mezzanine Borrower, or Mezzanine Borrower is an employee benefit plan, as defined in Section 3(3) of ERISA, subject to Title I of ERISA, none of the assets of Mortgage Borrower, any Senior Mezzanine Borrower, or Mezzanine 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 and Mortgage Borrower, any Senior Mezzanine Borrower, or Mezzanine Borrower is not a governmental plan within the meaning of Section 3(32) of ERISA and transactions by or with Mortgage Borrower, any Senior Mezzanine Borrower, Borrower or Mezzanine Borrower are not subject to state statutes regulating investment of, and fiduciary obligations with respect to, governmental plans similar to the provisions of Section 406 of ERISA or Section 4975 of the Code currently in effect, which prohibit or otherwise restrict the transactions contemplated by this Agreement.

No Plan Assets. (a) Mezzanine Borrower does not maintain an employee benefit plan as defined by Section 3(3) of ERISA, which is subject to Title IV of ERISA ERISA, and Mezzanine Borrower (i) has no knowledge of any material liability which has been incurred or is expected to be incurred by Mezzanine Borrower which is or remains unsatisfied for any taxes or penalties with respect to any “"employee benefit plan,” " within the meaning of Section 3(3) of ERISA, or any “"plan,” ", within the meaning of Section 4975(e)(1) of the Internal Revenue Code or any other benefit plan (other than a multiemployer plan) maintained, contributed to, or required to be contributed to by Mezzanine Borrower or by any entity that is under common control with Mezzanine Borrower within the meaning of ERISA Section 4001(a)(14) (a “"Plan”") or any plan that would be a Plan but for the fact that it is a multiemployer plan within the meaning of ERISA Section 3(37); and (ii) has made and shall continue to make when due all required contributions to all such Plans, if any. Each such Plan has been and will be administered in compliance in all material compliance respects with its terms and the applicable provisions of ERISA, the Internal Revenue Code, and any other applicable federal or state law; and no Borrower has not taken any action shall or failed to take any action that could reasonably be taken or fail expected to be taken that would result in the disqualification or loss of tax-exempt status of any such Plan intended to be qualified and/or tax exemptexempt (unless the same can be cured without material liability); and (b) None of Mortgage Borrower, any Senior Mezzanine Borrower, or Mezzanine Borrower is not an employee benefit plan, as defined in Section 3(3) of ERISA, subject to Title I of ERISA, none of the assets of Mortgage Borrower, any Senior Mezzanine Borrower, or Mezzanine 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 and Mortgage Borrower, any Senior Mezzanine Borrower, or Mezzanine Borrower is not a governmental plan within the meaning of Section 3(32) of ERISA and transactions by or with Mortgage Borrower, any Senior Mezzanine Borrower, or Mezzanine Borrower are not subject to state statutes regulating investment of, and fiduciary obligations with respect to, governmental plans similar to the provisions of Section 406 of ERISA or Section 4975 of the Code currently in effect, which prohibit or otherwise restrict the transactions contemplated by this Agreement.

No Plan Assets. (a) Mezzanine Borrower does not maintain an employee benefit plan as defined by Section 3(3) of ERISA, which is subject to Title IV of ERISA ERISA, and Mezzanine Borrower (i) has no knowledge of any material liability which has been incurred or is expected to be incurred by Mezzanine Borrower which is or remains unsatisfied for any taxes or penalties with respect to any “employee benefit plan,” within the meaning of Section 3(3) of ERISA, or any “plan,” within the meaning of Section 4975(e)(1) of the Internal Revenue Code or any other benefit plan (other than a multiemployer plan) maintained, contributed to, or required to be contributed to by Mezzanine Borrower or by any entity that is under common control with Mezzanine Borrower within the meaning of ERISA Section 4001(a)(14) (a “Plan”) or any plan that would be a Plan but for the fact that it is a multiemployer plan within the meaning of ERISA Section 3(37); and (ii) has made and shall continue to make when due all required contributions to all such Plans, if any. Each such Plan has been and will be administered in material compliance with its terms and the applicable provisions of ERISA, the Internal Revenue Code, and any other applicable federal or state lawlaw other than such actions or failures to act that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect; and no action shall be taken or fail to be taken that would result in the disqualification or loss of tax-exempt status of any such Plan intended to be qualified and/or tax exemptexempt other than such actions or failures to act that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect; and (b) None of Mortgage Borrower, any Senior Mezzanine Borrower, or the Mezzanine Borrower is an employee benefit plan, as defined in Section 3(3) of ERISA, subject to Title I of ERISA, none of the assets of Mortgage Borrower, any Senior Mezzanine Borrower, or Mezzanine 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 and none of Mortgage Borrower, any Senior Mezzanine Borrower, or the Mezzanine Borrower is not a governmental plan within the meaning of Section 3(32) of ERISA and transactions by or with none of Mortgage Borrower, any Senior Mezzanine Borrower, or the Mezzanine Borrower are not is subject to state statutes regulating investment of, and fiduciary obligations with respect to, governmental plans similar to the provisions of Section 406 of ERISA or Section 4975 of the Code currently in effect, which prohibit or otherwise restrict the transactions contemplated by this Agreement.

No Plan Assets. (a) Mezzanine No Borrower does not maintain is an employee benefit plan as defined by Section 3(3) of ERISA, which is subject to Title IV of ERISA and Mezzanine Borrower (i) has no knowledge of any material liability which has been incurred or is expected to be incurred by Mezzanine Borrower which is or remains unsatisfied for any taxes or penalties with respect to any “employee benefit plan,” within the meaning of Section 3(3) of ERISA, or any “plan,” within the meaning of Section 4975(e)(1) of the Internal Revenue Code or any other benefit plan (other than a multiemployer plan) maintained, contributed to, or required to be contributed to by Mezzanine Borrower or by any entity that is under common control with Mezzanine Borrower within the meaning of ERISA Section 4001(a)(14) (a “Plan”) or any plan that would be a Plan but for the fact that it is a multiemployer plan within the meaning of ERISA Section 3(37); and (ii) has made and shall continue to make when due all required contributions to all such Plans, if any. Each such Plan has been and will be administered in material compliance with its terms and the applicable provisions of ERISA, the Internal Revenue Code, and any other applicable federal or state law; and no action shall be taken or fail to be taken that would result in the disqualification or loss of tax-exempt status of any such Plan intended to be qualified and/or tax exempt; and (b) None of Mortgage Borrower, any Senior Mezzanine Borrower, or Mezzanine Borrower is an employee benefit plan, as defined in Section 3(3) of ERISA, subject to Title I of ERISAERISA or Section 4975 of the Code, and none of the assets of Mortgage Borrower, any Senior Mezzanine Borrower, or Mezzanine Borrower constitutes or will constitute “plan assets assets” of one or more such plans within the meaning of 29 C.F.R. Section 2510.3-101 101. Compliance by each Borrower and Mortgage Guarantor with the provisions hereof will not involve any Prohibited Transaction. Neither Guarantor nor any Borrower has any pension, profit sharing, stock option, insurance or other arrangement or plan for employees covered by Title IV of ERISA, and no “Reportable Event” as defined in ERISA has occurred and is now continuing with respect to any such plan. The performance by each Borrower of such Borrower’s obligations under the Loan Documents and each Borrower’s conducting of its operations do not violate any provisions of ERISA. In addition, any Senior Mezzanine Borrower, or Mezzanine (a) no Borrower is not a “governmental plan plan” within the meaning of Section 3(32) of ERISA and ERISA, (b) transactions by or with Mortgage Borrower, any Senior Mezzanine Borrower, or Mezzanine Borrower are not subject to any state statutes statute regulating investment investments of, and or fiduciary obligations with respect to, governmental plans within the meaning of Section 2(32) of ERISA which is similar to the provisions of Section 406 of ERISA or Section 4975 of the Code currently in effect, which prohibit or otherwise restrict the transactions contemplated by this Agreement, and (c) no Borrower, Guarantor or ERISA Affiliate is at the date hereof, or has been at any time within the two years preceding the date hereof, an employer required to contribute to any Multiemployer Plan or Multiple Employer Plan, or a “contributing sponsor” (as such term is defined in section 4001 of ERISA) in any Multiemployer Plan or Multiple Employer Plan; and no Borrower, Guarantor or any ERISA Affiliate has any contingent liability, other than COBRA continuation of coverage obligations imposed by state law, with respect to any post-retirement “welfare benefit plan” (as such term is defined in ERISA) except as disclosed to the Lender in writing.

No Plan Assets. (a) Mezzanine Borrower does not maintain an employee benefit plan as defined by Section 3(3) of ERISA, which is subject to Title IV of ERISA ERISA, and Mezzanine Borrower (i) has no knowledge of any material liability which has been incurred or is expected to be incurred by Mezzanine Borrower which is or remains unsatisfied for any taxes or penalties with respect to any “"employee benefit plan,” " within the meaning of Section 3(3) of ERISA, or any “"plan,” " within the meaning of Section 4975(e)(1) of the Internal Revenue Code or any other benefit plan (other than a multiemployer plan) maintained, contributed to, or required to be contributed to by Mezzanine Borrower or by any entity that is under common control with Mezzanine Borrower within the meaning of ERISA Section 4001(a)(14) (a “Plan”) or any plan that would be a Plan but for the fact that it is a multiemployer plan within the meaning of ERISA Section 3(37); and (ii) has made and shall continue to make when due all required contributions to all such Plans, if any. Each such Plan has been and will be administered in material compliance with its terms and the applicable provisions of ERISA, the Internal Revenue Code, and any other applicable federal or state law; and no action shall be taken or fail to be taken that would result in the disqualification or loss of tax-exempt status of any such Plan intended to be qualified and/or tax exempt; and (b) None of Mortgage Borrower, any Senior Mezzanine Borrower, or Mezzanine Borrower is not an employee benefit plan, as defined in Section 3(3) of ERISA, subject to Title I of ERISA, none of the assets of Mortgage Borrower, any Senior Mezzanine Borrower, or Mezzanine 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 and Mortgage Borrower, any Senior Mezzanine Borrower, or Mezzanine Borrower is not a governmental plan within the meaning of Section 3(32) of ERISA and transactions by or with Mortgage Borrower, any Senior Mezzanine Borrower, or Mezzanine Borrower are not subject to state statutes regulating investment of, and fiduciary obligations with respect to, governmental plans similar to the provisions of Section 406 of ERISA or Section 4975 of the Code currently in effect, which prohibit or otherwise restrict the transactions contemplated by this Agreement.

No Plan Assets. (a) Mezzanine (i) None of Borrower, Borrower does not maintain Parents or Sponsor maintains an employee benefit plan as defined by Section 3(3) of ERISA, which is subject to Title IV of ERISA and Mezzanine (ii) none of Borrower, Borrower (i) Parents or Sponsor has no knowledge of any material liability which has been incurred or is expected to be incurred by Mezzanine Borrower, Borrower Parents or Sponsor, which is or remains unsatisfied for any taxes or penalties with respect to any “employee benefit plan,” within the meaning of Section 3(3) of ERISA, ERISA or any “plan,” within the meaning of Section 4975(e)(1) of the Internal Revenue Code or any other benefit plan (other than a multiemployer plan) maintained, contributed to, or required to be contributed to by Mezzanine Borrower, Borrower Parents or Sponsor, or by any entity that is under common control with Mezzanine any of Borrower, Borrower Parents, or Sponsor within the meaning of ERISA Section 4001(a)(14) (a “Plan”) or any plan that would be a Plan but for the fact that it is a multiemployer plan within the meaning of ERISA Section 3(37); and (iiiii) Borrower has made and shall continue to make make, and to Borrower’s knowledge Borrower Parents and Sponsor has made, when due all of their required contributions to all such Plans, if any. Each any and to Borrower’s knowledge, each such Plan has been and will be administered in material compliance with its terms and the applicable provisions of ERISA, the Internal Revenue Code, and any other applicable federal or state law; law and no action shall be taken or fail to be taken that would result in the disqualification or loss of tax-exempt status of any such Plan intended to be qualified and/or tax exempt, except where in each case in clauses (i) through (iii) above, such event or condition would not reasonably be expected to have a Material Adverse Effect; and (b) None of Mortgage Borrower, any Senior Mezzanine Borrower, Borrower Parents or Mezzanine Borrower Sponsor is an employee benefit plan, as defined in Section 3(3) of ERISA, subject to Title I of ERISA, none of the assets of Mortgage any of Borrower, any Senior Mezzanine Borrower, Borrower Parents or Mezzanine Borrower Sponsor constitutes or will during any period when the Loan remains outstanding constitute plan assets of one or more such plans within the meaning of 29 C.F.R. Section 2510.3-101 (Plan Assets) and Mortgage none of Borrower, any Senior Mezzanine Borrower, Borrower Parents or Mezzanine Borrower Sponsor is not a “governmental plan plan” (within the meaning of Section 3(32) of ERISA and transactions by or with Mortgage ERISA) nor is Borrower, any Senior Mezzanine BorrowerBorrower Parents or Sponsor, or Mezzanine Borrower are not subject to state statutes regulating investment of, applicable to it and fiduciary obligations with respect to, governmental plans that are similar to the provisions of Section 406 of ERISA or Section 4975 of the Code currently in effect, effect which prohibit or otherwise restrict the transactions contemplated by this Agreement.

No Plan Assets. (a) Mezzanine Borrower does not maintain an employee benefit plan as defined by Section 3(33 (3) of ERISA, which is subject to Title IV of ERISA ERISA, and Mezzanine Borrower (i) has no knowledge of any material liability which has been incurred or is expected to be incurred by Mezzanine Borrower which is or remains unsatisfied for any taxes or penalties with respect to any “employee benefit plan,” within the meaning of Section 3(3) of ERISA, or any “plan,” within the meaning of Section 4975(e)(1) of the Internal Revenue Code or any other benefit plan (other than a multiemployer plan) maintained, contributed to, or required to be contributed to by Mezzanine Borrower or by any entity that is under common control with Mezzanine Borrower within the meaning of ERISA Section 4001(a)(14400l(a)(14) (a “Plan”) or any plan that would be a Plan but for the fact that it is a multiemployer plan within the meaning of ERISA Section 3(37); and (ii) has made and shall continue to make when due all required contributions to all such Plans, if any. Each such Plan has been and will be administered in material compliance with its terms and the applicable provisions of ERISA, the Internal Revenue Code, and any other applicable federal or state law; and no action shall be taken or fail to be taken that would result in the disqualification or loss of tax-exempt status of any such Plan intended to be qualified and/or tax exempt; and (b) None of Mortgage Borrower, any Senior Mezzanine Borrower, or Mezzanine Borrower is not an employee benefit plan, as defined in Section 3(3) of ERISA, subject to Title I of ERISA, none of the assets of Mortgage Borrower, any Senior Mezzanine Borrower, or Mezzanine Borrower constitutes or will constitute plan assets of one or more such plans within the meaning of 29 C.F.R. C.F.R Section 2510.3-101 and Mortgage Borrower, any Senior Mezzanine Borrower, or Mezzanine Borrower is not a governmental plan within the meaning of Section 3(32) of ERISA and transactions by or with Mortgage Borrower, any Senior Mezzanine Borrower, or Mezzanine Borrower are not subject to state statutes regulating investment of, and fiduciary obligations with respect to, governmental plans similar to the provisions of Section 406 of ERISA or Section 4975 of the Code currently in effect, which prohibit or otherwise restrict the transactions contemplated by this Agreement.

No Plan Assets. (a) None of Mezzanine Borrower, Guarantor or Mortgage Borrower does not maintain maintains an “employee benefit plan plan”, as defined by Section 3(3) of ERISA, which is subject to Title IV of ERISA ERISA, and Mezzanine Borrower (i) has no knowledge of any material liability which has been incurred or is expected to be incurred by Mezzanine Borrower which is or remains unsatisfied for any taxes or penalties with respect to any “employee benefit plan,” , within the meaning of Section 3(3) of ERISA, or any “plan,” ”, within the meaning of Section 4975(e)(1) of the Internal Revenue Code Code, or any other benefit plan (other than a multiemployer plan) maintained, contributed to, to or required to be contributed to by Mezzanine Borrower or by any entity that is under common control with Mezzanine Borrower within the meaning of ERISA Section 4001(a)(14) (a “Plan”) or any plan that would be a Plan but for the fact that it is a multiemployer plan within the meaning of ERISA Section 3(37); , and (ii) has made and shall continue to make when due all required contributions to all such Plans, if any. Each such Plan has been and will be administered in material compliance with its terms and the applicable provisions of ERISA, the Internal Revenue Code, Code and any other applicable federal or state law; , and no action shall be taken or fail to be taken that would result in the disqualification or loss of tax-exempt status of any such Plan intended to be qualified and/or tax exempt; and (b) None of Mortgage Borrower, any Senior Mezzanine Borrower, Guarantor or Mezzanine Mortgage Borrower is an employee benefit plan, as defined in Section 3(3) of ERISA, subject to Title I of ERISA, none of the assets of Mortgage Borrower, any Senior Mezzanine Borrower, Guarantor or Mezzanine Mortgage 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 and Mortgage Borrower, any Senior none of Mezzanine Borrower, or Mezzanine Guarantor nor Mortgage Borrower is not a governmental plan within the meaning of Section 3(32) of ERISA and transactions by or with Mortgage Borrower, any Senior of Mezzanine Borrower, Guarantor or Mezzanine Mortgage Borrower are is not subject to state statutes regulating investment of, and fiduciary obligations with respect to, governmental plans similar to the provisions of Section 406 of ERISA or Section 4975 of the Code currently in effect, which prohibit or otherwise restrict the transactions contemplated by this Agreement.

No Plan Assets. (a) Mezzanine Borrower is not an employee benefit plan, as defined in Section 3(3) of ERISA, subject to Title I of ERISA, 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 and Borrower is not a governmental plan within the meaning of Section 3(32) of ERISA and transactions by or with Borrower are not subject to state statutes regulating investment of, and fiduciary obligations with respect to, governmental plans similar to the provisions of Section 406 of ERISA or Section 4975 of the Code currently in effect, which prohibit or otherwise restrict the transactions contemplated by this Agreement. (b) Borrower does not maintain an employee benefit plan as defined by Section 3(3) of ERISA, which is subject to Title IV of ERISA ERISA, and Mezzanine Borrower (i) has no knowledge of any material liability which has been incurred or is expected to be incurred by Mezzanine Borrower which is or remains unsatisfied for any taxes or penalties with respect to any “employee benefit plan,” within the meaning of Section 3(3) of ERISA, or any “plan,” within the meaning of Section 4975(e)(1) of the Internal Revenue Code or any other benefit plan (other than a multiemployer plan) maintained, contributed to, or required to be contributed to by Mezzanine Borrower or by any entity that is under common control with Mezzanine Borrower within the meaning of ERISA Section 4001(a)(14) (a “Plan”) or any plan that would be a Plan but for the fact that it is a multiemployer plan within the meaning of ERISA Section 3(37); and (ii) has made and shall continue to make when due all required contributions to all such Plans, if any. Each such Plan has been and will be administered in material compliance with its terms and the applicable provisions of ERISA, the Internal Revenue Code, and any other applicable federal or state law; and no action shall be taken or fail to be taken that would result in the disqualification or loss of tax-exempt status of any such Plan intended to be qualified and/or tax exempt; and (b) None of Mortgage Borrower, any Senior Mezzanine Borrower, or Mezzanine Borrower is an employee benefit plan, as defined in Section 3(3) of ERISA, subject to Title I of ERISA, none of the assets of Mortgage Borrower, any Senior Mezzanine Borrower, or Mezzanine 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 and Mortgage Borrower, any Senior Mezzanine Borrower, or Mezzanine Borrower is not a governmental plan within the meaning of Section 3(32) of ERISA and transactions by or with Mortgage Borrower, any Senior Mezzanine Borrower, or Mezzanine Borrower are not subject to state statutes regulating investment of, and fiduciary obligations with respect to, governmental plans similar to the provisions of Section 406 of ERISA or Section 4975 of the Code currently in effect, which prohibit or otherwise restrict the transactions contemplated by this Agreement.

No Plan Assets. (a) Mezzanine Except as set forth on SCHEDULE II, Borrower does not maintain an employee benefit plan as defined by Section 3(3) of ERISA, which is subject to Title IV of ERISA ERISA, and Mezzanine Borrower (i) has no knowledge of any material liability which has been incurred or is expected to be incurred by Mezzanine Borrower which is or remains unsatisfied for any taxes or penalties with respect to any “"employee benefit plan,” " within the meaning of Section 3(3) of ERISA, or any “"plan,” " within the meaning of Section 4975(e)(1) of the Internal Revenue Code or any other benefit plan (other than a multiemployer plan) maintained, contributed to, or required to be contributed to by Mezzanine Borrower or by any entity that is under common control with Mezzanine Borrower within the meaning of ERISA Section 4001(a)(14) (a “Plan”PLAN) or any plan that would be a Plan but for the fact that it is a multiemployer plan within the meaning of ERISA Section 3(37); and (ii) has made and shall continue to make when due all required contributions to all such Plans, if any. Each such Plan has been and will be administered in material compliance with its terms and the applicable provisions of ERISA, the Internal Revenue Code, and any other applicable federal or state law; and no action shall be taken or fail to be taken that would result in the disqualification or loss of tax-exempt status of any such Plan intended to be qualified and/or tax exempt; and (b) None of Mortgage Borrower, any Senior Mezzanine Borrower, or Mezzanine Borrower is not an employee benefit plan, as defined in Section 3(3) of ERISA, subject to Title I of ERISA, none of the assets of Mortgage Borrower, any Senior Mezzanine Borrower, or Mezzanine 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 and Mortgage Borrower, any Senior Mezzanine Borrower, or Mezzanine Borrower is not a governmental plan within the meaning of Section 3(32) of ERISA and transactions by or with Mortgage Borrower, any Senior Mezzanine Borrower, or Mezzanine Borrower are not subject to state statutes regulating investment of, and fiduciary obligations with respect to, governmental plans similar to the provisions of Section 406 of ERISA or Section 4975 of the Code currently in effect, which prohibit or otherwise restrict the transactions contemplated by this Agreement.

No Plan Assets. (a) Mezzanine Borrower does not maintain an employee benefit plan as defined by Section 3(3) of ERISA, which is subject to Title IV of ERISA ERISA, and Mezzanine Borrower (i) has no knowledge of any material liability which has been incurred or is expected to be incurred by Mezzanine Borrower which is or remains unsatisfied for any taxes or penalties with respect to any “employee benefit plan,” within the meaning of Section 3(3) of ERISA, or any “plan,” within the meaning of Section 4975(e)(1) of the Internal Revenue Code or any other benefit plan (other than a multiemployer plan) maintained, contributed to, or required to be contributed to by Mezzanine Borrower or by any entity that is under common control with Mezzanine Borrower within the meaning of ERISA Section 4001(a)(14) (a “Plan”) or any plan that would be a Plan but for the fact that it is a multiemployer plan within the meaning of ERISA Section 3(37); and (ii) has made and shall continue to make when due all required contributions to all such Plans, if any. Each such Plan has been and will be administered in material compliance with its terms and the applicable provisions of ERISA, the Internal Revenue Code, and any other applicable federal or state lawlaw other than such actions or failures to act that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect; and no action shall be taken or fail to be taken that would result in the disqualification or loss of tax-exempt status of any such Plan intended to be qualified and/or tax exemptexempt other than such actions or failures to act that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect; and (b) None of Mortgage Borrower, any Senior Mezzanine Borrower, or Mezzanine Borrower is not an employee benefit plan, as defined in Section 3(3) of ERISA, subject to Title I of ERISA, none of the assets of Mortgage Borrower, any Senior Mezzanine Borrower, or Mezzanine 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 and Mortgage Borrower, any Senior Mezzanine Borrower, or Mezzanine Borrower is not a governmental plan within the meaning of Section 3(32) of ERISA and transactions by or with Mortgage Borrower, any Senior Mezzanine Borrower, or Mezzanine Borrower are is not subject to state statutes regulating investment of, and fiduciary obligations with respect to, governmental plans similar to the provisions of Section 406 of ERISA or Section 4975 of the Code currently in effect, which prohibit or otherwise restrict the transactions contemplated by this Agreement.