REOC Status. The Company shall conduct its affairs in such manner that the Company shall qualify as a “real estate operating company” (“REOC”) within the meaning of Department of Labor regulations set forth at 29 C.F.R. Section 2510.3-101(e) or any successor to such regulation (the “Plan Asset Regulations”) and relevant authority interpreting the Plan Asset Regulations. In furtherance of the foregoing, the Company (i) hereby establishes the 90-day period commencing on February 1st of each year as its annual valuation period, (ii) shall on one day during each annual valuation period, have a percentage of its assets invested in real estate which is managed or developed and with respect to which the Company has the right to substantially participate in the management or development activities to the extent required to maintain the Company’s status as a REOC under the Plan Asset Regulations, and (iii) shall engage, through its own employees or through independent contractors in such real estate management or development activities with respect to its real estate investments to the extent required to maintain its status as a REOC. The Members consent and agree to take no action which prevents the Company from maintaining its status as a REOC.
REOC Status. Borrower is a “real estate operating company” (a “REOC”) as defined in the Department of Labor regulations, located at 29 C.F.R. Section 2510.3-101 and shall at all times qualify as a REOC. Borrower will provide any additional information reasonably requested by Administrative Agent to confirm Borrower’s REOC status.
REOC Status. The Operating Partnership is, at all times since its creation has been, and will continue to be a real estate operating company ("REOC") (as such term is defined in 29 CFR 2510.3-101(e)).
REOC Status. Borrower has, at all times since the date of its first investment, satisfied all of the requirements set forth in 29 C.F.R. § 2510.3-101(e) to qualify as a “real estate operating company,” as defined in such regulation (a “REOC”).
REOC Status. (a) The Managing Member covenants to use its reasonable efforts to conduct the Company’s business and affairs in such manner that the Company shall qualify as a “real estate operating company” (a “REOC”) within the meaning of Department of Labor Regulations set forth at 29 C.F.R. Section 2510.3-101, or any successor to such regulations (the “Plan Asset Regulations”), and relevant authority interpreting the Plan Asset Regulations. GEPT SPE believes, at the date hereof, that the Company qualifies as a REOC, but the parties agree that GEPT SPE shall have no liability should this belief prove inaccurate. In the event that at any time a Member believes that the Company will not qualify as a REOC, it shall notify the other Member, and the Managing Member shall thereafter consult with legal counsel for the Company reasonably acceptable to the Members and recognized as experienced in ERISA matters. In the event that a Member shall determine that (i) there is reason to believe that the Company probably may not qualify as a REOC, and (ii) investment in the Company by “benefit plan investors” is “significant” (as such terms are defined under the Plan Asset Regulations), the Managing Member shall (A) make such changes to the operations of the Company as may be reasonably necessary to achieve REOC status, or (B) if they are unable to do so, conduct the Company’s business and affairs in accordance with ERISA and, to the extent that any Person has discretionary authority or control with regard to the management or disposition of the assets of the Company, including the Managing Member or any entity to which Managing Member shall delegate any authority hereunder in accordance with this Agreement, such Person shall be registered as an investment adviser under the Investment Advisers Act of 1940 and shall acknowledge in writing that it is a fiduciary (within the meaning of 3(21) of ERISA) with respect to each Member that is subject to ERISA.
REOC Status. As of the date of this Agreement, each of the Facility Owners has been conducting their respective business activities so as to qualify as a REOC within the meaning of 29 CFR Section 2510.3 101 and SALII will cause each of the Facility Owners to qualify as a REOC as of the Closing Date.
REOC Status. The Company is intended to be a "real estate operating company" (a "REOC") as that term is defined in 29 C.F.R. Section 2510.3-101(e). The Member will conduct the affairs and operations of the Company in such a manner that the Company will qualify as an REOC.
REOC Status. Allow the Partnership to lose its status as an "operating company" under U. S. Department of Labor Regulation Section 2510.3-101, 29 C.F.R. ss.2550.3-101.
REOC Status. BPP shall conduct its business in such fashion that the representations made in Section 3.2(q) of this Agreement remain true and correct after the Closing Date. BPP covenants and warrants that it will comply with all requirements, and take all actions and cause it subsidiaries to take all actions necessary, to maintain its status as a "real estate operating company" as such term is defined in 29 C.F.R. Section 2510.3-101. Specifically, but without limitation, BPP covenants that it has or it will establish an "annual valuation period", which will be an annual period of no more than 90 days that will begin no later than the anniversary of the REOC Qualification Date, and that on at least one day within each annual valuation period, BPP will maintain the investment of at least 50 percent of its assets (other than short-term investments pending long-term commitment or distribution to investors), valued at cost, in real estate which is under active development or management by BPP as described above. BPP also covenants to devote substantial resources to the management of the real estate it owns, and continuously to remain actively engaged in the management or development of real estate in the ordinary course of its business. BPP agrees to cooperate with the Contributors and to furnish such additional information as may be reasonably requested by the Contributors to evidence the actions indicated above.
REOC Status. The Company and the Operating Partnership have been organized and operated in conformity with the requirements for qualification as a “real estate operating company” (a “REOC”) under ERISA, and the current and proposed method of operation of the Company, the Operating Partnership and its subsidiaries will enable the Company to meet the requirements for qualification as a REOC under ERISA; the Company agrees to use its reasonable best efforts to continue to qualify as a REOC for all subsequent years, neither the Company nor the Operating Partnership knows of any event that could reasonably be expected to cause the Company to fail to qualify as a REOC at any time.
