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20050'874
<br />(F) the adoption of an amendment to any Plan that, pursuant to Section 401(a)(29)
<br />of the Code or Section 307 of ERISA, would result in the loss of tax - exempt status of the trust of
<br />which such Plan is a part if Borrower or an ERISA Affiliate fails to timely provide security to the
<br />Plan in accordance with the provisions of said Sections; or
<br />(G) the imposition of a lien or a security interest in connection with a Plan.
<br />(iii) Borrower shall not knowingly engage in or permit any transaction in connection with
<br />which Borrower, Guarantor or any ERISA Affiliate could be subject to either a civil penalty or tax assessed
<br />pursuant to Section 502(i) or 502(1) of ERISA or Section 4975 of the Code, permit any Welfare Plan to
<br />provide benefits, including without limitation, medical benefits (whether or not insured), with respect to
<br />any current or former employee of Borrower, Guarantor or any ERISA Affiliate beyond his or her
<br />retirement or other termination of service other than (A) coverage mandated by applicable law, (B) death or
<br />disability benefits that have been fully provided for by paid up insurance or otherwise or (C) severance
<br />benefits, permit the assets of Borrower or Guarantor to become "plan assets ", whether by operation of law
<br />or under regulations promulgated under ERISA or adopt, amend (except as may be required by applicable
<br />law) or increase the amount of any benefit or amount payable under, or permit any ERISA Affiliate to
<br />adopt, amend (except as may be required by applicable law) or increase the amount of any benefit or
<br />amount payable under, any employee benefit plan (including, without limitation, any employee welfare
<br />benefit plan) or other plan, policy or arrangement, except for normal increases in the ordinary course of
<br />business consistent with past practice that in the aggregate, do not result in a material increase in benefits
<br />expense to Borrower, Guarantor or any ERISA Affiliate.
<br />(u) Labor Matters. No organized work stoppage or labor strike is pending or threatened by employees
<br />or other laborers at the Property and (i) Borrower (A) is not involved in or threatened with any labor dispute,
<br />grievance or litigation relating to labor matters involving any employees and other laborers at the Property,
<br />including, without limitation, violation of any federal, state or local labor, safety or employment laws (domestic or
<br />foreign) and/or charges of unfair labor practices or discrimination complaints; (B) has not engaged in any unfair
<br />labor practices within the meaning of the National Labor Relations Act or the Railway Labor Act; and (C) is not a
<br />party to, or bound by, any collective bargaining agreement or union contract with respect to employees and other
<br />laborers at the Property and no such agreement or contract is currently being negotiated by Borrower, Manager or
<br />any of their Affiliates; and (ii) Manager (A) is not involved in or threatened with any labor dispute, grievance or
<br />litigation relating to labor matters involving any employees and other laborers at the Property, including, without
<br />limitation, violation of any federal, state or local labor, safety or employment laws (domestic or foreign) and/or
<br />charges of unfair labor practices or discrimination complaints; (B) has not engaged in any unfair labor practices at
<br />the Property within the meaning of the National Labor Relations Act or the Railway Labor Act; and (C) is not a
<br />party to, or bound by, any collective bargaining agreement or union contract with respect to employees and other
<br />laborers at the Property and no such agreement or contract is currently being negotiated by Borrower, Manager or
<br />any of their Affiliates.
<br />(v) Borrower's Legal Status. Borrower's exact legal name that is indicated on the signature page
<br />hereto, organizational identification number and place of business or, if more than one, its chief executive office, as
<br />well as Borrower's mailing address, if different, which were identified by Borrower to Lender and contained in this
<br />Security Instrument, are true, accurate and complete. Borrower (i) will not change its name, its place of business or,
<br />if more than one place of business, its chief executive office, or its mailing address or organizational identification
<br />number if it has one without giving Lender at least thirty (30) days prior written notice of such change, (ii) if
<br />Borrower does not have an organizational identification number and later obtains one, Borrower shall promptly
<br />notify Lender of such organizational identification number and (iii) Borrower will not change its type of
<br />organization, jurisdiction of organization or other legal structure.
<br />(w) Compliance with Anti-Terrorism, Embar o and Anti-Money Laundering Laws. (i) None of
<br />Borrower, General Partner, any Guarantor, or any Person who owns any equity interest in or Controls Borrower,
<br />General Partner or any Guarantor currently is identified on the OFAC List or otherwise qualifies as a Prohibited
<br />Person, and Borrower has implemented procedures, approved by General Partner, to ensure that no Person who now
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