(P)
PLANS AND WELFARE PLANS.
THE ASSETS OF BORROWER ARE NOT TREATED
AS "PLAN ASSETS" UNDER REGULATIONS CURRENTLY PROMULGATED UNDER ERISA. EACH PLAN,
AND, TO THE BEST KNOWLEDGE OF BORROWER, EACH MULTIEMPLOYER PLAN, IS IN
COMPLIANCE IN ALL MATERIAL RESPECTS WITH, AND HAS BEEN ADMINISTERED IN ALL
MATERIAL RESPECTS IN COMPLIANCE WITH, ITS TERMS AND THE APPLICABLE PROVISIONS OF
ERISA, THE CODE AND ANY OTHER FEDERAL OR STATE LAW, AND NO EVENT OR CONDITION
HAS OCCURRED AND IS CONTINUING AS TO WHICH BORROWER WOULD BE UNDER AN OBLIGATION
TO FURNISH A REPORT TO LENDER UNDER SECTION 5.1(V)(I). OTHER THAN AN APPLICATION
FOR A FAVORABLE DETERMINATION LETTER WITH RESPECT TO A PLAN, THERE ARE NO
PENDING ISSUES OR CLAIMS BEFORE THE INTERNAL REVENUE SERVICE, THE UNITED STATES
DEPARTMENT OF LABOR OR ANY COURT OF COMPETENT JURISDICTION RELATED TO ANY PLAN
OR WELFARE PLAN. NO EVENT HAS OCCURRED, AND THERE EXISTS NO CONDITION OR SET OF
CIRCUMSTANCES, IN CONNECTION WITH ANY PLAN OR WELFARE PLAN UNDER WHICH BORROWER
OR, TO THE BEST KNOWLEDGE OF BORROWER, ANY ERISA AFFILIATE, DIRECTLY OR
INDIRECTLY (THROUGH AN INDEMNIFICATION AGREEMENT OR OTHERWISE), IS REASONABLY
LIKELY TO BE SUBJECT TO ANY MATERIAL RISK OF LIABILITY UNDER SECTION 409 OR
502(I) OF ERISA OR SECTION 4975 OF THE CODE. NO WELFARE PLAN PROVIDES OR WILL
PROVIDE BENEFITS, INCLUDING, WITHOUT LIMITATION, DEATH OR MEDICAL BENEFITS
(WHETHER OR NOT INSURED) WITH RESPECT TO ANY CURRENT OR FORMER EMPLOYEE OF
BORROWER, OR, TO THE BEST KNOWLEDGE OF BORROWER, ANY ERISA AFFILIATE BEYOND HIS
OR HER RETIREMENT OR OTHER TERMINATION OF SERVICE OTHER THAN (I) COVERAGE
MANDATED BY APPLICABLE LAW, (II) DEATH OR DISABILITY BENEFITS THAT HAVE BEEN
FULLY PROVIDED FOR BY FULLY PAID UP INSURANCE OR (III) SEVERANCE BENEFITS.
(Q)
ADDITIONAL BORROWER UCC INFORMATION.
BORROWERS' ORGANIZATIONAL
IDENTIFICATION NUMBERS ARE AS IDENTIFIED IN SCHEDULE V ATTACHED HERETO AND THE
FULL LEGAL NAME OF BORROWER IS AS SET FORTH ON THE SIGNATURE PAGES HEREOF AND,
EXCEPT AS OTHERWISE DISCLOSED ON SCHEDULE VI ATTACHED HERETO, BORROWER HAS NOT
DONE IN THE LAST FIVE (5) YEARS, AND DOES NOT DO, BUSINESS UNDER ANY OTHER NAME
(INCLUDING ANY TRADE-NAME OR FICTITIOUS BUSINESS NAME).
65
(R)
NOT FOREIGN PERSON.
BORROWER IS NOT A "FOREIGN PERSON" WITHIN
THE MEANING OF § 1445(F)(3) OF THE CODE.
(S)
LABOR MATTERS.
BORROWER IS NOT A PARTY TO ANY COLLECTIVE
BARGAINING AGREEMENTS.
(T)
PRE-CLOSING DATE ACTIVITIES.
BORROWER HAS NOT CONDUCTED ANY
BUSINESS OR OTHER ACTIVITY ON OR PRIOR TO THE CLOSING DATE, OTHER THAN IN
CONNECTION WITH THE ACQUISITION, MANAGEMENT AND OWNERSHIP OF THE PROPERTY.
(U)
NO BANKRUPTCIES OR CRIMINAL PROCEEDINGS INVOLVING BORROWER OR
RELATED PARTIES.
NO BANKRUPTCY, INSOLVENCY, REORGANIZATION OR COMPARABLE
PROCEEDINGS HAVE EVER BEEN INSTITUTED BY OR AGAINST BORROWER, ANY AFFILIATE OF
BORROWER, ANY GUARANTOR OR ANY INDIVIDUAL OR ENTITY OWNING, WITH HIS, HER OR ITS
FAMILY MEMBERS, 20% OR MORE OF THE DIRECT, OR INDIRECT BENEFICIAL OWNERSHIP
INTERESTS IN BORROWER (EACH SUCH GUARANTOR, INDIVIDUAL, OR ENTITY BEING HEREIN
REFERRED TO AS A "PRINCIPAL"), AND NO SUCH PROCEEDING IS NOW