Plan Assets; ERISA. No Loan Party shall take any action, or omit to take any action, that would cause its assets to become Plan Assets or to become subject to Similar Law, or take any action or, assuming no assets of any Lender constitute Plan Assets, omit to take any action that would cause any transaction contemplated by the Loan Documents to constitute or result in a non-exempt prohibited transaction under [Section 406] of ERISA or Section 4975 of the Code or any violation of Similar Law. No Loan Party or ERISA Affiliate shall permit to exist conditions that could reasonably be expected to result in the occurrence of an ERISA Event that would reasonably be expected to result in liability of a Loan Party under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of $35,000,000.

Not an ERISA Plan. The LTIP is an incentive compensation program for participants. Because the LTIP does not provide welfare benefits and does not provide for the deferral of compensation until termination of employment, it is established with the intent and understanding that it is not an employee benefit plan within the meaning of the federal Employee Retirement Income Security Act of 1974, as amended.

Not an ERISA Plan. The AIP is an incentive compensation program for participants. Because the AIP does not provide welfare benefits and does not provide for the deferral of compensation until termination of employment, it is established with the intent and understanding that it is not an employee benefit plan within the meaning of the federal Employee Retirement Income Security Act of 1974, as amended.

ERISA; No Plan Assets. As of the date hereof and throughout the Term # none of Borrower or Guarantor are themselves an “employee benefit plan,” as defined in [Section 3(3)] of ERISA or a “plan” within the meaning of Section 4975 of the Code, # none of the assets of Borrower or Guarantor constitutes or will constitute “plan assets” of one or more such plans within the meaning of 29 C.F.R. Section 2510.3-101 as modified in operation by [Section 3(42)] of ERISA, # Borrower and Guarantor are not and will not be a “governmental plan” within the meaning of [Section 3(32)] of ERISA, and # transactions by or with Borrower or Guarantor are not and will not be subject to state statutes regulating investment of, and fiduciary obligations with respect to, governmental plans. Borrower has not engaged in any transaction in connection with any Plan that could subject Borrower to either a material civil penalty assessed pursuant to the provisions of [Section 502] of ERISA or a material tax imposed under the provisions of Section 4975 of the Code. As of the date hereof, neither Borrower nor Guarantor, nor any ERISA Affiliate maintains, sponsors or contributes to or has any obligations with respect to a Plan or has maintained or sponsored or contributed to or had any obligations with respect to any Plan for the six plan year period prior to the date hereof. Borrower is in compliance in all material respects with the applicable provisions of ERISA and the provisions of the Code relating to Employee Benefit Plans and the regulations and published interpretations thereunder and there are no material claims pending with respect to any such plan; # no ERISA Event has occurred in the six-year period prior to the date on which this representation is made or deemed made or is reasonably expected to occur and # all material amounts required by applicable law with respect to, or by the terms of, any retiree welfare benefit arrangement maintained by Borrower or to which Borrower has an obligation to contribute have been accrued in accordance with Statement of Financial Accounting Standards No. 106. There would be no material liability (contingent or otherwise) of Borrower and any ERISA Affiliates with respect to the complete or partial withdrawal from all Multiemployer Plans if such a withdrawal were to occur as of the date hereof. All employees employed at the Property are the employees of Borrower, and, except for the Union Contract, neither Borrower nor any ERISA Affiliates has any obligation or liability with respect to any collective bargaining agreement or plans thereunder. Borrower and, with respect to the Property, Manager # are not involved in or been threatened in writing with any work stoppage, labor strike, slowdown or lockout labor dispute, material grievance or litigation relating to labor matters involving any employees at the Property, including, without limitation, claims relating to a violation of any federal, state or local labor, safety or employment laws (domestic or foreign) and/or charges of unfair labor practices or discrimination complaints, # have not engaged in any unfair labor practices within the meaning of the National Labor Relations Act or similar law, and # are in compliance with, and not liable for non-compliance of any party with respect to, applicable labor and employment laws including wage-hour laws, tax withholding and other relevant laws relating to employees and independent contractors.

ERISA. (i) An ERISA Event occurs which has resulted or could reasonably be expected to result in liability of the Domestic Borrower under Title IV of ERISA in an aggregate amount in excess of the Threshold Amount, or # the Domestic Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under [Section 4201] of ERISA under a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or

ERISA. Except as, in the aggregate, would not reasonably be expected to have a Material Adverse Effect: # during the five-year period prior to the date on which this representation is made or deemed made, # no Reportable Event or non-exempt Prohibited Transaction has occurred with respect to any Plan; # no termination of a Single Employer Plan has occurred with respect to which the liability remains unsatisfied and no Lien in favor of the PBGC has arisen; # there has been no failure to meet the minimum funding standards (within the meaning of [Sections 412 or 430]0] of the Code or [Section 302] of ERISA) with respect to any Single Employer Plan; and # there has been no filing pursuant to Section 412(c) of the Code or [Section 302(c)] of ERISA of an application for a waiver of the minimum funding standard with respect to any Single Employer Plan, no failure to make, by its due date, a required installment under Section 430(j) of the Code with respect to any Single Employer Plan, or failure by the Company or any Commonly Controlled Entity to make any required contribution to a Multiemployer Plan; # the Company, each of its Significant Subsidiaries and each Commonly Controlled Entity is in compliance in all respects with the applicable provisions of ERISA and the Code relating to Plans; # the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Single Employer Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits and there has been no determination that any Single Employer Plan is, or is expected to be, in “at risk” status (within the meaning of Section 430(i)(4) of the Code or [Section 303(i)(4)] of ERISA); # neither the Company nor any Commonly Controlled Entity has received from the PBGC or a plan administrator any notice relating to an intention to terminate any Single Employer Plan or to appoint a trustee to administer any Single Employer Plan under [Section 4042] of ERISA; # neither the Company nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in any liability under [Section 4201] of ERISA; # neither the Company nor any Commonly Controlled Entity has received any notice of a determination that a Multiemployer Plan is Insolvent or in “endangered” or “critical” status (within the meaning of Section 432(b) of the Code or [Section 305(b)] of ERISA); and # with respect to each Foreign Plan, there has been no failure # to make or, if applicable, accrue in accordance with normal accounting practices, any employer or employee contributions required by applicable law or by the terms of such Foreign Plan; # to register, or loss of good standing, with applicable regulatory authorities of any such Foreign Plan required to be registered; or # of any Foreign Plan to comply with any material provisions of applicable law and regulations or with the material terms of such Foreign Plan.

ERISA. At any time engage in a transaction which would be subject to [Section 4069 or 4212(c)])] of ERISA, or permit any Plan to # engage in any non-exempt “prohibited transaction” (as defined in Section 4975 of the Code); # fail to comply with ERISA or any other applicable Laws; or # incur any material “accumulated funding deficiency” (as defined in [Section 302] of ERISA), which, with respect to each event listed above, would reasonably be expected to have a Material Adverse Effect.

ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or would reasonably be expected to result in liability of the Company under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold Amount, or # the Company or any ERISA Affiliate

ERISA. Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect:

ERISA. The Corporation does not now sponsor, maintain, have any obligation to contribute to or have any liability under, and never has sponsored, maintained, had any obligation to contribute to, or had any liability under, and is not now and has never otherwise been a party to, any Benefit Plan. For purposes of this Agreement, “Benefit Plan” shall mean any plan, fund, program, policy, arrangement or contract, whether formal or informal, which is in the nature of # an employee pension benefit plan (as defined in Section # of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), # an employee welfare benefit plan (as defined in section 3(1) of ERISA), # a “multi-employer plan” (as defined in [Section 3(37)] of ERISA) or # any plan of deferred compensation, medical plan, life insurance plan, long-term disability plan, dental plan or other plan instituted with respect to any of the Corporation’s employees or former employees or beneficiaries thereof.