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200511357 ~ ~.) have been satisfied or complied with. Borrower is in possession of all certificates of occupancy and all other licenses, permits and other authorizations required by applicable law for the existing use of the Property. All such certificates of occupancy and other licenses, permits and authorizations are valid and in full force and effect. u. Property Taxes and Other Liabilities. All taxes, governmental assessments, insurance premiums, water, sewer and municipal charges, and ground rents, if any, which previously became due and owing in respect of the Property have been paid. v. Condemnation. There is no proceeding pending or threatened for the total or partial condemnation of the Property. w. Homestead. There is no homestead or other exemption available to Borrower that would materially interfere with the right to sell the Property at a trustee's sale or the right to foreclose. x. Solvency. None of the transactions contemplated by the Loan will be or have been made with an actual intent to hinder, delay or defraud any present or future creditors of Borrower, and Borrower, on the Effective Date, will have received fair and reasonably equivalent value in good faith for the grant of the liens or security interests effected by the Loan Documents. On the Effective Date, Borrower will be solvent and will not be rendered insolvent by the transactions contemplated by the Loan Documents. Borrower is able to pay its debts as they become due. y. Separate Tax ParceI(s). The Property is assessed for real estate tax purposes as one or more wholly independent tax parcels, separate from any other real property, and no other real property is assessed and taxed together with the Property or any portion thereof. z. Utilities: Water; Sewer. The Property is served by all utilities required for the current or contemplated use thereof. All utility service is provided by public utilities and the Property has accepted or is equipped to accept such utility service. The Property is served by public water and sewer systems. aa. ERISA Matters. Borrower 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 1 of ERISA, nor a plan as defined in Section 4975(e)(I) of the Internal Revenue Code of 1986, as amended (each of the foregoing hereinafter referred to individually and collectively as a "Plan"). Borrower's assets do not constitute "plan assets" of any plan within the meaning of Department of Labor Regulation Section 2510.3- 10 I. Borrower will not transfer or convey the Property to a Plan or to a person or entity whose assets constitute such "plan assets," and Borrower will not be reconstituted as a Plan or as an entity whose assets constitute "plan assets." No Lease is with a Plan or an entity whose assets constitute such "plan assets," and Borrower will not enter into any Lease with a Plan or an entity whose assets constitute such "plan assets." With respect to the Loan, Borrower is acting on Borrower's own behalf and not on account of or for the benefit of any Plan. 5.2 REPRESENTATIONS. WARRANTIES AND COVENANTS REGARDING STATUS (LEVEL II SPE). Borrower hereby represents, warrants and covenants to Lender as follows: a. such entity was organized solely for the purpose of owning the Property; b. such entity has not and will not engage in any business unrelated to the ownership of the Property; c. such entity has not and will not have any assets other than the Property (and personal property incidental to the ownership and operation of the Property); d. such entity has not and will not engage in. seek or consent to any dissolution, winding up, liquidation, consolidation, merger, asset sale. or amendment of its articles of incorporation, articles of organization, certificate of formation, operating agreement or partnership agreement, as applicable; 10 1244250.5