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201000151 (e) Borrower covenants and agrees to deliver to Lender such certifications or other evidence from time to time throughout the term of this Security Instrument, as reasonably requested by Lender in its sole discretion, that (i) Borrower is not a Flan or a "governmental plan"; (ii) Borrower is not subject to state statutes regulating investments or fiduciary obligations with respect to governmental plans; and (iii) one or more of the following circumstances is true: (1) Equity interests in Borrower are publicly offered securities, within the meaning of 29 C.F.R. X2510.3-101(b)(2); (2) Less than twenty-five percent (25%) of the value of each class of equity interests in such Borrower are held by "benefit plan investors" within the meaning of 29 C.F.R. §2510.3-101 and Section 3(42) of ERISA; or (3) Borrower qualifies as an "operating company" or a "real estate operating company" within the meaning of 29 C.F.R. §2510.3-101(c) or (e). (f) Any of the following shall constitute an Event of Default under this Security Instrument, entitling Lender to exercise any anal all remedies to which it may be entitled under this Security Instrument or any of the other Loan Documents: (i) the failure of any representation or warranty made by Borrower under this paragraph to be true and correct in all respects, (ii) the failure of Borrower to provide Lender with the written certifications and evidence referred to in this paragraph within ten (10) business days after written request therefor, or (iii) the consummation by Borrower of a transaction which would cause this Security Instrument or any exercise of Lender's rights under this Security Instrument or the other Loan Documents to constitute anon-exempt prohibited transaction under ERISA or a violation of a state statute regulating governmental plans, or otherwise subjecting Lender to liability for violation of ERISA or such state statute. (g) Borrower has never had any employees, has never maintained or participated in any Flan, and has never participated in or had any obligation to contribute to any multiemployer plan as defined in Section 3(3T) of ERISA, and will not, so long as the Note is outstanding, maintain or participate in any Plan or participate in or have any obligation to contribute to an multiemployer plan. (h) Borrower shall indemnify Lender and defend and hold Lender and any and all its successors and. assigns hereunder harmless from and against all civil penalties, excise taxes, or other loss, cost, damage and expense (including, without limitation, reasonable attorneys' fees and disbursements and costs incurred in the investigation, defense and settlement of claims and losses incurred in correcting any prohibited transaction or in the sale of a prohibited loan, and in obtaining any individual prohibited transaction exemption under ERISA that may be required, in Lender's sole discretion) that Lender and any and all of its successors and assigns hereunder may incur, directly or indirectly, as a result of a default under this paragraph. Subject to the provisions of paragraph 9(e) hereof, this indemnity -54- 15445229.4.BUSINESS